TCR_Public/030605.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, June 5, 2003, Vol. 7, No. 110    

                          Headlines

3DO COMPANY: Sec. 341(a) Creditors' Meeting Convenes on June 24
360NETWORKS: USA Unit & Committee Sues Emerson to Recover $6.7MM
ACCLAIM ENTERTAINMENT: Taps Randy Dersham to Lead Studios Austin
ACTION REDI-MIX: Case Summary & 20 Largest Unsecured Creditors
ADVANCED LIGHTING: Reaches Workout Agreement with Creditors & GE

AIR CANADA: Jazz Pilots Ratify New Labor Cost Agreement
AIR CANADA: Picks American Express as New Aeroplan Card Partner
ALLIANCE TOBACCO: Signs-Up Weber & Rose as Bankruptcy Attorneys
ALLMERICA FINANCIAL: Will Record $23-Mill. Second Quarter Charge
AMERICA WEST: Posts 6.7% Increase in May Revenue Passenger Miles

ANTEX BIOLOGICS: Completes Sale of Assets to Bioport for $3.4MM
ASIA GLOBAL CROSSING: Signing-Up Alix Partners as Voting Agent
AUTEO MEDIA: Settles Debt Owed to Director via Debt Conversion
AVADO BRANDS: Makes Interest Payment on 9-3/4% Senior Notes
AVON PRODUCTS: Reaffirms Q2 and Full-Year Earnings Outlook

BASIS100: Launches Substantial Issuer Bid for Conv. Debentures
CABLEVISION SYSTEMS: Fitch Comments on DBS Business' Spin-Off
CHAMPIONLYTE: Sues Alan Posner et al. for Fraudulent Conveyance
COMMUNITY CHOICE: Fitch Drops Insurer Fin'l Strength Rating to D
CONSECO FINANCE: Selling Loans & Accounts to B-Line for $4 Mil.

CONSECO INC: Pushing for Approval of GE Settlement Agreement
COVANTA ENERGY: Wants Court's Blessing for Hennepin Transactions
DEXTERITY SURGICAL: Davol Bolts from Asset Purchase Negotiations
EL PASO CORPORATION: Believes ISS Reached Wrong Conclusion
EL PASO ELECTRIC: Elects J. Robert Brown as New Board Member

ENERGY WEST: Wells Fargo Agrees to 21-Day Credit Pact Extension
ENRON: Enters Stipulation Settling Standard Chartered Claims
EXIDE TECHNOLOGIES: Wins New Supply Agreement from Hunter Marine
FLEMING COMPANIES: Court Okays FTI Consulting as Fin'l Advisor
FLEXXTECH CORP: Receives 2 Additional Purchase Pact from UCLA

GENSCI REGEN.: Gives IsoTis Option to Acquire 19.9% Equity Stake
GENSCI REGEN.: Enters Definitive Merger Agreement with IsoTis
GENTEK: Secures Court's Go-Signal to Renew AIG Insurance Program
GEORGIA-PACIFIC: Completes $500 Million Senior Debt Offering
GREAT LAKES: Fitch Junks Quantitative Insurer Financial Rating

HAYES LEMMERZ: Emerges from Chapter 11 With New Financing Pact
HERCULES INC: Files Preliminary Proxy Statement with SEC
HINES HORTICULTURE: Enters Pact on Strategic Land Initiatives
HORIZON GROUP: Sells Two Outlet Centers for $1.98 Million
INTEGRATED HEALTH: Gets Nod to Use $20M of Litho Cash Collateral

JAZZ PHOTO: UST Schedules Section 341(a) Meeting for June 25
KMART CORP: Asks Court to Approve Hershey Settlement Agreement
LD BRINKMAN: Bringing-In Arter & Hadden as Bankruptcy Attorneys
LEAP WIRELESS: Files First Amended Plan and Disclosure Statement
LODGENET ENTERTAINMENT: S&P Rates Proposed $185M Sub Notes at B-

LODGENET ENTERTAINMENT: Issuing $185MM Senior Subordinated Notes
LODGENET ENTERTAINMENT: Commences Tender Offer for 10.25% Notes
LTV CORP: Copperweld Wants Nod to Extend DIP Maturity & Pay Fees
MAGELLAN HEALTH: Intends to Amend Vendor Participation Agreement
MAURICE CORP: Dean Bozzano Pleads Guilty to Embezzling $1 Mill.

MIRANT CORP: S&P Junks Corporate Credit and Debt Ratings at CCC
MOLECULAR DIAGNOSTICS: Names Dennis Bergquist as Pres. and CFO
NAVISITE: Launches Collaborative Application Management Platform
NORTHWEST AIRLINES: Facing Suit Filed by Teamsters Local 2000
NORTHWEST AIRLINES: Comments on Series C Preferred Stock Matter

NRG ENERGY: New Securities to be Issued Under Proposed Plan
ODD JOB STORES: Inks Tender Agreement with Amazing Savings
OFFSHORE LOGISTICS: Corp. Credit Rating Hiked Up a Notch to BB+
OM GROUP: CFO Miklich Comments on 2nd Quarter 2003 Expectations
OM GROUP: Rating Implications Positive over Unit's Divestiture

OWENS CORNING: Intends to File Secret JV Agreements Under Seal
PACIFICARE HEALTH: Clinches New $300M Sr. Sec. Credit Facilities
PAMECO CORP: Case Summary & 20 Largest Unsecured Creditors
PEM ELECTRICAL: 20 Largest Unsecured Creditors
PENN TRAFFIC: Wants More Time to File Schedules and Statements

PETALS INC: Brings-In Moses & Singer LLP as Bankruptcy Counsel
PHOTRONICS: Completes Redemption of Remaining 6% Conv. Sub Notes
PRECISE IMPORTS: Case Summary & 20 Largest Unsecured Creditors
PRINCETON VIDEO: Employing Fox Rothschild as Bankruptcy Counsel
RECOTON: Gemini Won't Proceed with Planned Asset Acquisition

RECOTON CORP: Court Accepts $40MM Audiovox Bid for Audio Assets
RENT-WAY: Successful Debt Refinancing Prompts S&P to Up Ratings
RURAL/METRO: Wins $16-Mill. Ambulance Contract Renewal in Colo.
SEQUA: Fitch Cuts Senior Unsecured Debt Rating to B+ from BB-
SIERRA HEALTH: Issues $115 Mill. of 2-1/4% Sr. Conv. Debentures

SPIEGEL INC: Court Okays Deloitte to Provide Bankruptcy Services
SWTV PRODUCTION: Voluntary Chapter 11 Case Summary
TENNECO: Fitch Assigns B Rating to Proposed $300-Mil. Sr. Notes
TROPICAL SPORTSWEAR: S&P Puts Low-B Ratings on Watch Developing
UNI-MARTS INC: Executes LOI to Sell Company to Management Group

UNIFAB INT'L: Has Until Aug. 21 to Meet Nasdaq Listing Criteria
UAL CORP: SunTrust Seeks Stay Relief to Disburse O'Hare Funds
VALHI INC: Completes Purchase of 6-5/8% Convertible Preferreds
VALHI INC: Fitch Affirms BB- Unsecured Debt Rating
VENTIV HEALTH: French Subsidiaries Placed Into Receivership

WEIRTON STEEL: Look for Schedules and Statements by July 18
WESTPOINT STEVENS: Receives Court Approval of First Day Motions
WORLDCOM: Joins Nortel to Accelerate Voice Migration to IP Core
WORLDCOM INC: Obtains Nod to Sell Missouri Property for $15 Mil.
XCEL ENERGY: Fitch Revises Low-B Rating Watch Status to Positive

* CBIZ Hires 5 Experts to Reinforce Corporate Recovery Practice
* The Garden City Relocates Midwest Regional Headquarters

* DebtTraders' Real-Time Bond Pricing

                          *********

3DO COMPANY: Sec. 341(a) Creditors' Meeting Convenes on June 24
---------------------------------------------------------------
The United States Trustee will convene a meeting of 3DO
Company's creditors on June 24, 2003, 2:00 p.m., at San
Francisco U.S. Trustee Off, Office of the U.S. Trustee, 250
Montgomery St. #1010, San Francisco, California 94104. This is
the first meeting of creditors required under 11 U.S.C. Sec.
341(a) in all bankruptcy cases.

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

3DO Company develops, publishes and distributes interactive
entertainment software for personal computers, the Internet, and
advanced entertainment systems.  The Company filed for chapter
11 protection on May 28, 2003 (Bankr. N.D. Calif. Case No. 03-
31580).  Penn Ayers Butler, Esq., at the Law Offices of Brooks
and Raub, represents the Debtor in its restructuring efforts.  
As of December 31, 2002, the Debtor listed $29,327,000 in assets
and $22,208,000 in debts.


360NETWORKS: USA Unit & Committee Sues Emerson to Recover $6.7MM
----------------------------------------------------------------
On or within 90 days prior to the Petition Date, Emerson Telecom
Systems, Inc. received preferential transfers to or for its
benefit from 360networks (USA) inc. amounting to at least
$6,139,374, consisting of $1,631,048 in cash transfers and
$4,508,326 in equipment returns.
  
Peter D. Morgenstern, Esq., at Bragar Wexler Eagel & Morgenstern
LLP, in New York, informs Judge Gropper that 360 demanded on
March 26, 2002 that Emerson return the Cash and Equipment
Transfers.  Emerson failed to return the Transfers.
  
Mr. Morgenstern relates that:
  
    (a) each of the Cash Transfers and Equipment Transfers was
        made to Emerson for or on account of an antecedent debt
        the Debtors owed before each Transfer was made;  
    
    (b) Emerson was a creditor at the time of the Transfers;  
    
    (c) the Transfers were made while 360 was insolvent;  
        and
    
    (d) by reason of the Transfers, Emerson was able to   
        receive more than it would otherwise receive if:  
    
        -- these Cases were cases under Chapter 7 of the   
           Bankruptcy Code;   
  
        -- the Transfers had not been made; and   
  
        -- Emerson received payment of the debts in a Chapter 7
           proceeding in the manner the Bankruptcy Code  
           specified.  
  
Accordingly, 360 and the Official Committee of Unsecured  
Creditors seek a Court judgment that:
  
    (a) pursuant to Section 547 of the Bankruptcy Code, declares  
        that the Transfers be and are avoided;
    
    (b) pursuant to Section 547, declares that Emerson pay at  
        least $6,139,374, representing the amount Emerson owed,
        plus interest on the $1,631,048 in Cash Transfers from
        the date of the Debtors' Demand Letter as permitted by
        law;  
  
    (c) pursuant to Section 550, declares that Emerson pay at  
        least $6,139,374, representing the amount Emerson owed,
        plus interest on the $1,631,048 in Cash Transfers from
        the date of the Debtors' Demand Letter as permitted by
        law;
  
    (d) pursuant to Section 502(d), provides that any and all of  
        Emerson's claims against 360 will be disallowed until
        it repays in full the Transfers, plus all applicable  
        interest; and  
  
    (e) awards the Committee and 360, all costs, reasonable  
        attorneys' fees and interest.  (360 Bankruptcy News,
        Issue No. 49; Bankruptcy Creditors' Service, Inc.,
        609/392-0900)    


ACCLAIM ENTERTAINMENT: Taps Randy Dersham to Lead Studios Austin
----------------------------------------------------------------
Strengthening its senior management team with proven industry
leaders, Acclaim Entertainment, Inc. (Nasdaq: AKLM), has
appointed Randy Dersham to the position of General Manager and
Vice President of Acclaim Studios Austin.  Reporting directly to
Barry Jafrato, Senior Vice President of Studios for Acclaim, Mr.
Dersham will oversee every facet of the Company's product
development studio, including full P&L responsibility, the
timely delivery of quality products to the global marketplace
and the management and development of staff.

"I am very pleased to have Randy join our management team, which
I will continue to strengthen as part our ongoing rebuilding
process," said Rod Cousens, Chief Executive Officer for Acclaim.  
"Our success is predicated on creating quality products, and the
genesis for that principle lies in having the right person, such
as Randy, driving the process at our development studio."

"Randy has demonstrated significant expertise in running a large
studio and successfully managing multiple teams and projects,"
added Barry Jafrato, Senior Vice President of Studios for
Acclaim.  "We're confident that he will play an integral role in
enhancing our Austin studio and the quality of our brand-driven
products."

Prior to joining Acclaim, Dersham served as General Manager and
Executive Producer for Electronics Arts, where he supervised a
team of up to 120 employees, completed five SKU's within an 18-
month period and shipped the multiplayer Internet game, Motor
City Online.  Prior to Electronic Arts, he held the title of
Senior Vice President of Product Development and Marketing
for Cendant Software, where he helped create the Sierra Sports
brand and supervised more than 450 individuals in four studio
locations.  Earlier in his career, Dersham held senior software
development positions with Seirra On-line and Dyanmix, where he
managed staff and helped bring to market such commercially
successful projects as Trophy Bass and Red Baron.

Dersham graduated from the University of Oregon with a Bachelor
of Science from their School of Architecture and Allied Arts in
Photography and Film Studies.

Based in Glen Cove, N.Y., Acclaim Entertainment, Inc. -- whose
March 31, 2003 balance sheet shows a total shareholders' equity
deficit of about $46 million -- is a worldwide developer,
publisher and mass marketer of software for use with interactive
entertainment game consoles including those manufactured by
Nintendo, Sony Computer Entertainment and Microsoft Corporation
as well as personal computer hardware systems.  Acclaim owns and
operates five studios located in the United States and the
United Kingdom, and publishes and distributes its software
through its subsidiaries in North America, the United Kingdom,
Australia, Germany, France and Spain.  The Company uses regional
distributors worldwide.  Acclaim also distributes entertainment
software for other publishers worldwide, publishes software
gaming strategy guides and issues "special edition" comic
magazines periodically. Acclaim's corporate headquarters are in
Glen Cove, New York and Acclaim's common stock is publicly
traded on NASDAQ.SC under the symbol AKLM.  For more information
visit the Company's Web site at http://www.acclaim.com


ACTION REDI-MIX: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Action Redi-Mix Corp.
        P.O. Box 1009
        Yonkers, New York 10704

Bankruptcy Case No.: 03-22994

Type of Business: Cement Plant

Chapter 11 Petition Date: June 4, 2003

Court: Southern District of New York (White Plains)

Debtor's Counsel: Jonathan S. Pasternak, Esq.
                  Rattet & Pasternak, LLP
                  550 Mamaroneck Avenue
                  Suite 510
                  Harrison, NY 10528
                  Tel: (914) 381-7400
                  Fax : (914) 381-7406

Total Assets: $4,221,942 (as of Nov. 30, 2002)

Total Debts: $9,803,273 (as of Nov. 30, 2002)

Debtor's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Coram Materials Corp.                                 $236,584

NY Materials, LLC - RCA                                $66,424

Elucid Chemical Company                                $50,520

Rockaway Industries Inc.                               $45,608

Brookville Ent. Inc.                                   $23,295

@ Road Inc. Dept. 33209                                $22,093

Ernest Honecker                                        $16,178

Westhook Sand & Gravel, Inc.                           $15,824  
     
New York Materials, Inc.                               $14,465

Repetti Service Station, Inc.                          $14,209

Tire Buys, Inc.                                        $11,739

Terra Contracting, Inc.                                 $9,343

PG Trucking Inc.                                        $9,040

K.F.W. Trucking Co.                                     $8,364

Ashby Fuel Oil                                          $8,000

Thermo Tech Combustion                                  $6,969

James Trucking                                          $6,770

Cservak Enterprises                                     $6,653

Manfriedi Trucking                                      $6,171
                     

ADVANCED LIGHTING: Reaches Workout Agreement with Creditors & GE
----------------------------------------------------------------
Advanced Lighting Technologies, Inc., (OTCBB:ADLQE) has reached
an agreement in principle with the Official Committee of
Unsecured Creditors and General Electric Company on the
principal terms for an amended joint plan of reorganization to
be filed with the US Bankruptcy Court for the Northern District
of Illinois, Eastern Division. The amended plan, amended
disclosure statement and other definitive documents have not yet
been completed or filed with the Bankruptcy Court. When filed,
both the amended plan and disclosure statement are subject to
revisions by the Debtors before the applicable hearing dates and
are subject to review and approval by the court. The Debtors can
give no assurance that the proposed plan will be approved by the
Bankruptcy Court, that the plan will receive the required
approvals of the creditors and, if necessary, equity
securityholders of the Debtors, or that the Debtors will be able
to implement the proposed plan.

Although the amended plan is subject to completion and to court
and creditor approval, certain terms of the agreement in
principle are summarized below because of their importance to
investors in the Common Stock of ADLT. This release is not, and
should not be construed as, a solicitation of support for the
amended plan of reorganization as and when proposed by the
Debtors.

Based on discussions with the Debtors' key constituents
subsequent to the filing of the original plan of reorganization,
the Debtors determined that confirmation of the original plan
was unlikely. Payment of unsecured creditors of ADLT has not yet
been finally agreed, but unsecured creditors of the other
Debtors would be paid in full on the effective date of the Plan
or in accordance with the ordinary terms established between the
creditor and the Debtors.

Under the amended plan, the $100,000,000 8% Senior Notes and
unpaid interest due on such Notes will be exchanged for new 8%
Senior Notes having a principal amount of $40,000,000 and
maturity in 2008. In addition, the holders of the Notes will
receive common stock representing in aggregate approximately
79.2% of the common stock. The preferred shareholder (GE) will
receive approximately 11.6% of the common stock and incentives
for certain incremental business and cost savings initiatives.
ADLT will establish for key managers an incentive plan which
would have shares available equal to approximately 9.2% of the
common stock. The holders of the Company's Common Stock,
including holders of existing warrants and options who timely
acquire shares pursuant to the terms of such instruments, will
receive, in full and final satisfaction of their interests, in
aggregate $2,850,000 pro rata, less the professional fees (up to
$350,000) incurred by the committee representing the common
shareholders. After the restructuring, it is contemplated that
ADLT will no longer be a publicly held company and will no
longer be required to file reports with the Securities and
Exchange Commission.

"Upon confirmation of an amended plan, ADLT will continue its
business operations uninterrupted and will have accomplished the
Company's goal of restructuring its long-term debt obligations,"
said ADLT CEO, Wayne Hellman. "All of the Company's vendors and
suppliers will be paid 100% of the amounts they are owed. Should
the Courts approve the amended Plan, the Company will emerge
from bankruptcy with a significantly stronger balance sheet as a
large portion of the Company's long-term debt is converted to
equity."

Hellman continues, "Overhead cost associated with being a
publicly traded company will be eliminated and interest expense
will be reduced. ADLT will continue to be a leading producer and
developer of metal halide lighting products and advanced
material products in the world today."

In other recent developments, the Debtors have filed a motion
with the Bankruptcy Court for approval of a replacement secured
revolving and term DIP credit facility. The replacement facility
would allow the Debtors to complete the filings related to the
amended plan and to seek approval of the amended plan without
the requirement in the existing DIP credit facility to enter
into agreements to sell assets of the Company prior to
reorganization.

The case has been assigned to the Honorable Bankruptcy Judge
Squires. Information regarding the filings in this case is
available on the court's Web site. ADLT's case is jointly
administered under case No. 03-05255.

ADLT is an innovation-driven designer, manufacturer and marketer
of metal halide lighting products, including materials, system
components, systems and equipment. ADLT and certain of its
United States subsidiaries, including APL Engineered Materials,
Inc., are currently operating as debtors-in-possession while the
companies reorganize under Chapter 11 of the United States
Bankruptcy Code. ADLT also develops, manufactures and markets
passive optical telecommunications devices, components and
equipment based on the optical coating technology of its wholly
owned subsidiary, Deposition Sciences, Inc., which is not
operating under protection of the Bankruptcy Code.


AIR CANADA: Jazz Pilots Ratify New Labor Cost Agreement
-------------------------------------------------------
Representatives of the Air Line Pilots Association
International, the union representing the 1,400 Air Canada Jazz
pilots, announced at their regular Executive meeting that the
highest governing body of the union, the Master Executive
Council, ratified on May 30th, 2003 a new agreement with Air
Canada Jazz.

"We are continuing to push ahead our plans for Jazz to emerge as
a revitalized, cost-effective national airline," said Capt. Nick
DiCintio, chairman of the Air Canada Jazz pilots' unit of ALPA.
"Our new deal has not come without a measure of economic pain
for our members and their families, but we are determined to
work with management, creditors, and the other unions involved
to secure the future of Jazz as a vital part of the Canadian
national transportation infrastructure through Air Canada."

The new pilot agreement entered into as part of Jazz's
restructuring provides for significant cost savings through
productivity improvements, a unique status pay system, and
provision for up to 30 new jets in the 70 seat size range to be
brought into service at Jazz as part of the company's overall
fleet restructuring. Jazz will be unrestricted from operating
jet aircraft with up to 75 seats. Additionally, ALPA has
indicated that they will submit a proposal to the court-
appointed monitor, Ernst & Young, to operate larger jet
equipment on a competitive basis. The monitor has agreed to
design, implement, and administer such a process.

ALPA is the first of the nine labor groups represented at Air
Canada and Air Canada Jazz to ratify an agreement reached in the
restructuring process of the Air Canada system.

Founded in 1931, ALPA is the world's oldest and largest airline
pilots' union, representing 66,000 pilots at 42 airlines in the
U.S. and Canada. Visit the ALPA Web site at http://www.alpa.org


AIR CANADA: Picks American Express as New Aeroplan Card Partner
---------------------------------------------------------------
Air Canada has signed a letter of intent with American Express
with respect to a new co-branded consumer and corporate charge
card program and Aeroplan's participation in American Express'
Canadian and international Membership Rewards Programs. In
addition, American Express will provide Air Canada with a cash
advance, repaid as Aeroplan Miles are purchased.

The letter of intent follows the bid process that was
recommended by the court appointed Monitor in the CCAA
proceedings and ordered by Mr. Justice Farley on May 1, 2003. On
May 13, 2003, the Monitor reported that the bid process had also
resulted in an amendment to the exclusivity arrangements with
CIBC that allows Air Canada to enter into partnership with an
additional charge card provider.

"The ability to attract a company of the calibre of American
Express is an additional powerful affirmation of Aeroplan's
value as one of North America's leading loyalty programs and the
strength of the Air Canada franchise, in particular after the
restructuring is completed," said Calin Rovinescu, Air Canada's
Chief Restructuring Officer. "This new relationship enables
Aeroplan to broaden its appeal to premium Canadian households as
the reward program of choice. The cash advance facility
demonstrates on-going confidence that Air Canada's restructuring
plans are progressing well, and provides the company with
additional liquidity during the process. The proceeds will be
drawn down only after the ratification of the tentative
agreements recently completed with our labor groups."

The letter of intent includes basic terms of the new contract
and the cash advance and provides American Express with an
exclusive right to negotiate a definitive agreement relating to
a new charge card program for Aeroplan until July 31, 2003. The
new contract will be subject to court approval in the CCAA
proceedings.

American Express in Canada operates as Amex Canada Inc. and Amex
Bank of Canada. Both are wholly owned subsidiaries of the New
York based American Express Travel Related Services Company,
Inc., the largest operating unit of the American Express
Company. Amex Canada Inc. operates the Corporate Travel,
Consulting, Travel Services Network and Travellers Cheque
divisions in Canada. Amex Bank of Canada is the issuer of
American Express Cards in Canada.

Air Canada's frequent flyer program, Aeroplan, is known as one
of the most rewarding loyalty programs in the industry. Aeroplan
has been voted the world's Best Frequent Flyer Program for the
second consecutive year at the 2003 OAG (Official Airline Guide)
Airline of the Year Awards on April 10, 2003.


ALLIANCE TOBACCO: Signs-Up Weber & Rose as Bankruptcy Attorneys
---------------------------------------------------------------
Alliance Tobacco Corporation requests authority from the U.S.
Bankruptcy Court for the Western District of Kentucky to employ
Weber & Rose, PSC as its bankruptcy counsel.

The Debtor maintains that Weber & Rose has considerable
experience in matters of this character that warrants
qualification to represent the debtor this proceeding.

In this engagement, the Debtor expects Weber & Rose to:

     a) legal advice with respect to the general powers and
        duties of the debtor in possession ire the continued
        operation of its business and management of its
        property;

     b) advice as to the exercise of a trustee's powers of
        avoidance under 11 U.S.C. Secs. 544 through 551;

     c) preparation on behalf of the debtor in possession of all
        necessary applications, answers, orders, reports and
        other legal papers;

     d) the prosecution or defense of all litigation involving
        the debtor in possession arising in or related to this
        case; and

     e) performance of all other legal services for the debtor
        in possession, which may appear necessary and
        appropriate.

Weber & Rose's standard hourly rates are:

          Partners            $175 per hour
          Associates          $125 per hour
          Paralegals          $ 60 per hour
          Law Clerks          $ 45 per hour

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.


ALLMERICA FINANCIAL: Will Record $23-Mill. Second Quarter Charge
----------------------------------------------------------------
Allmerica Financial Corporation (NYSE: AFC) will record a pre-
tax charge of approximately $23 million in the second quarter of
2003 resulting from a recent adverse arbitration decision
related to an insurance pool in which its subsidiary, The
Hanover Insurance Company, was formerly a participant.

Allmerica said the arbitration decision relates to a single
large property and casualty insurance business interruption
claim loss caused by a fire which occurred in 1995. The charge
represents Hanover's share of the claim, net of previously
recorded reserves and payments. Hanover was a 4.864 percent
participant in the pool with more than thirty other companies,
but has not been a participant in the pool since 1995.

Robert P. Restrepo, Jr., President of Allmerica's Property and
Casualty Companies, stated, "We are disappointed and surprised
by the arbitration decision, as are many other pool
participants. Nonetheless, we look forward to resolving this
dispute and putting this outstanding claim behind us."

Allmerica Financial Corporation is the holding company for a
diversified group of insurance and financial services companies
headquartered in Worcester, Massachusetts.

                          *    *    *

As previously reported in Troubled Company Reporter, Fitch
Ratings revised its Rating Watch on the insurer financial
strength ratings of First Allmerica Financial Life Insurance
Co., Allmerica Financial Life Insurance and Annuity Co., and
Allmerica Global Funding LLC's $2 billion global debt program
rating to Positive from Negative.

Fitch has also revised its Rating Watch on Allmerica Financial
Corporation's senior debt rating and Allmerica Financing Trust's
capital securities to Positive from Negative.

Fitch's actions reflect the significant increase in statutory
capitalization for AFC's life operations as a result of the
execution of several fourth quarter transactions, including the
definitive agreement to sell its interest in a $650 million
block of universal life insurance to John Hancock Life Insurance
Company, the retirement of $551 million in funding agreement
liabilities below face value through open market purchase/
tender offer and the implementation of a new guaranteed minimum
death benefit mortality reinsurance program.

           Entity/Issue Type/Action/Rating/Rating Watch

First Allmerica Financial Life Insurance Co.
      --Insurer financial strength Rating Watch - 'BB-'/Rating
        Watch - Positive

Allmerica Financial Life & Annuity Co.
      --Insurer financial strength 'BB-'/ Rating Watch Positive.

Allmerica Global Funding LLC $2 billion global note program
      --Long-term issuer rating 'BB-'/ Rating Watch Positive.

Allmerica Financial Corp.
      --Long-term issuer 'BB'/ Rating Watch Positive;
      --Senior debt rating 'BB'/ Rating Watch Positive;
      --Commercial paper rating 'B'.

Allmerica Financing Trust
      --Capital securities rating  'B+'/ Rating Watch Positive.


AMERICA WEST: Posts 6.7% Increase in May Revenue Passenger Miles
----------------------------------------------------------------
America West Airlines (NYSE: AWA) reported traffic statistics
for the month of May 2003. Revenue passenger miles for May 2003
were a record 1.8 billion, an increase of 6.7 percent from May
2002. Capacity increased 2.5 percent in May 2003 to a record 2.3
billion available seat miles. The passenger load factor for the
month of May was a record 78.6 percent, up 3.1 points from May
2002. America West also reported record year-to-date RPMs of 8.5
billion and a record year-to-date load factor of 73.7 percent.

"Our record breaking May traffic is a clear indication that
customers appreciate our business-friendly fare structure which
gives them the flexibility and affordability they deserve," said
Scott Kirby, executive vice president, sales and marketing. "Our
improvement in revenue per available seat mile continues to
significantly outperform the industry."

Founded in 1983 and proudly celebrating its 20-year anniversary
in 2003, America West Airlines is the nation's second largest
low-fare airline and the only carrier formed since deregulation
to achieve major airline status. Today, America West serves 94
destinations in the U.S., Canada and Mexico.

DebtTraders reports that America West Airlines, Inc.'s 7.840%
ETCs due 2010 (AWA10USR1) are trading at 45 cents-on-the-dollar.
See http://www.debttraders.com/price.cfm?dt_sec_ticker=AWA10USR1  
for real-time bond pricing.


ANTEX BIOLOGICS: Completes Sale of Assets to Bioport for $3.4MM
---------------------------------------------------------------
BioPort Corporation of Lansing, Michigan, announced the purchase
of the assets of Antex Biologics, Inc., of Gaithersburg,
Maryland.

"This acquisition fortifies BioPort's long-term strategic plan
by providing an exciting new product pipeline," said Bob Kramer,
president of BioPort. "Antex brings us both innovative products
and talented, experienced scientific personnel."

Antex currently has 30 employees. Of these, 22 are engaged in
research and development activities. Antex has focused its
research and development efforts in the area of infectious
disease. Particular attention has been given to bacterial
vaccines and novel antibiotics.

BioPort Corporation has 307 employees at its Michigan facility.
The company manufactures the world's only FDA-licensed vaccine
to prevent anthrax. BioThrax(TM) is used by the U.S. Department
of Defense to protect U.S. service members from weaponized
anthrax. Civilian laboratory technicians and decontamination
workers have also been immunized with BioThrax(TM) to protect
from the disease.

On March 17, 2003 BioPort announced its intent to purchase the
assets of Antex Biologics, Inc. and its wholly owned subsidiary
AntexPharma. BioPort then entered into a non-binding letter of
intent and loan agreement with Antex. Subsequently, on March 27,
2003, Antex filed for bankruptcy under Chapter 11.

The purchase of the Antex assets for $3.4 million was approved
by the U.S. Bankruptcy Court for the District of Maryland.


ASIA GLOBAL CROSSING: Signing-Up Alix Partners as Voting Agent
--------------------------------------------------------------
The Asia Global Crossing Debtors seek the Court's authority
to employ AlixPartners LLC as the voting agent in these Chapter
11 cases.

Pursuant to Rule 3017(e) of the Federal Rules of Bankruptcy
Procedure, the Court must consider the AGX Debtors' procedures
for transmitting plans, disclosure statements, ballots, related
notices, and other solicitation-related materials to the
beneficial owners.  The AGX Debtors' Chapter 11 case involves
both an issue of publicly traded bonds and a publicly traded
issue of stock.  Even if the identity of all those entitled to
receive solicitation materials were easily accessible, gathering
the information is a time-consuming task.  Moreover, public
securities, including the AGX Debtors' debt securities, are
primarily held in "Street name" by a custodian that maintains
the identity of the individual beneficial owners on a
confidential basis.

Richard F. Casher, Esq., at Kasowitz Benson Torres & Friedman
LLP, in New York, tells the Court that the procedures for
transmitting documents to the beneficial owners of securities
require specialized knowledge of custodial holders and the
specific measures necessary to transmit documents to beneficial
owners.  In accordance with the Plan, all of the Debtors'
publicly held debt is entitled to vote on the Plan.  Therefore,
proper notice and tabulation of votes of the Debtors' public
securities is critical.  The Debtors submit that the most
effective and efficient manner by which to accomplish the
process of soliciting and tabulating votes is through the
engagement of an independent and experienced third party to act
as voting agent of these estates on the most cost-effective
basis available.

According to Mr. Casher, AlixPartners is highly familiar with
the relevant procedures, and has a specialty practice in
bankruptcy solicitations involving publicly held securities,
which makes the Firm uniquely qualified for this undertaking.  
AlixPartners has provided similar service in several cases in
this and other districts including: In re Coram Healthcare, et
al., Case No. 00-03299 (Bankr. D. Del.); In re HomePlace of
America, Inc., et al., Case No. 01-00181 (Bankr. D. Del.); In re
Sleepmaster, LLC, et al., Case No. 01-11342 (Bankr. D. Del.);
and In re Yes! Entertainment Corp., Case No. 99-00273 (Bankr. D.
Del.).  By engaging AlixPartners as the voting agent in these
Chapter 11 cases, the estates' creditors will benefit from
AlixPartners' significant experience in acting as a voting agent
in other cases and the efficient and cost-effective methods that
the Firm has developed.

As voting agent, AlixPartners will be:

    -- coordinating the mailing of the Solicitation Packages,
       including copies of the order approving the Disclosure
       Statement and establishing relevant deadlines for the
       confirmation process, the Disclosure Statement and the
       notice of the confirmation hearing;

    -- identifying voting and non-voting creditors and equity
       security holders;

    -- preparing voting reports by Plan class and voting amount
       and maintaining all information in a database;

    -- labeling ballots specific to each creditor, indicating
       voting class under the Plan, voting amount of claim, and
       other relevant information;

    -- coordinating the mailing of ballots and providing an
       affidavit verifying the mailing of ballots;

    -- receiving ballots and tabulating and certifying the votes
       on the Plan; and

    -- providing any other balloting and solicitation-related
       services as the Debtors may from time to time request,
       including, without limitation, providing testimony at
       the confirmation hearing with respect to their services
       and the results of the voting on the Plan.

The Debtors intend to compensate and reimburse AlixPartners in
accordance with the parties' Engagement Letter for all services
rendered and expenses incurred in connection with the Debtors'
Chapter 11 cases.  The Debtors believe that the rates proposed
to be charged by the Voting Agent for its services in
solicitation and tabulation of votes are competitive in the
marketplace.  The Engagement Letter provides for hourly billing
plus expenses at these rates:

             Principals                       $405
             Senior Associates                 315
             Associates                        265
             Consultants                       220
             Analysts                          155
             Paraprofessionals                 105

In an effort to reduce the administrative expenses related to
AlixPartners' retention, the Debtors seek to pay the fees and
expenses as set forth in the Engagement Letter without the
necessity of filing formal fee applications.

AlixPartners Principal Meade Monger assures the Court that
neither AlixPartners nor any of its employees holds or
represents any interest adverse to the Debtors' estates or
creditors.  As a result, AlixPartners is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code, as
modified by Section 1107(b) of the Bankruptcy Code.  However,
AlixPartners has provided, currently provides or in the future
may provide services in unrelated matters to these parties:
Questor Partners Fund L.P., ABN Amro Bank, Bank of New York, JP
Morgan Chase, Credit Suisse First Boston, Deutsche Bank,
Dresdner Kleinwort Wasserstein, Cap Gemini Ernst & Young, Global
Crossing, Goldman Sachs & Co., WorldCom, Houlihan Lokey Howard &
Zukin, Jones Day Reavis & Pogue, Key3Media, Lehman Bros., Mellon
HBV Alternative Strategies, Merrill Lynch & Co., Microsoft,
Milbank Tweed Hadley & McCloy, NEC Corp., PricewaterhouseCoopers
LLC, Regus, Richards Layton & Finger, Salomon Smith Barney, John
Scanlon, Softbank, and Sullivan & Cromwell. (Global Crossing
Bankruptcy News, Issue No. 41; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


AUTEO MEDIA: Settles Debt Owed to Director via Debt Conversion
--------------------------------------------------------------
Auteo Media, Inc. (OTCBB:AUTM) has agreed to issue shares of its
common stock in cancellation of indebted to settle a debt owing
to a director of the company in the amount of $20,000 USD at an
agreed price of $0.05 per share.

In addition, the company has also agreed to convert a note
payable of $4,000 into 100,000 shares of common stock to an
unrelated third party.

                         *     *     *

In its Form 10-QSB for the quarter ended March 31, 2003, the
Company reported:

"We incurred a net loss of $43,430 from continuing operations  
for the quarter ended March 31, 2003 compared to a net loss of
$447 (not including loss of $76,770 from discontinued
operations) for the same quarter ending March 31, 2002. The net  
loss from continuing operations is due primarily to costs
associated with actively seeking an acquisition of a suitable
business opportunity.  We have generated a cumulative loss since  
inception of $302,989. Due to our continued losses and lack of
revenues there is substantial doubt about our ability to
continue as a going concern.

                        LACK OF REVENUES

"At this time, our ability to generate any revenues continues to
be uncertain. The auditor's report on our December 31, 2002
financial statements contains an additional explanatory
paragraph that identifies issues that raise substantial doubt
about our ability to continue as a going concern. The financial
statements do not include any adjustment that might result from
the outcome of this uncertainty."


AVADO BRANDS: Makes Interest Payment on 9-3/4% Senior Notes
-----------------------------------------------------------
Avado Brands, Inc. (OTC Bulletin Board: AVDO) has made its semi-
annual interest payment to holders of its 9-3/4% Senior Notes.
The interest payment was originally due on June 2, 2003. The
one-day delay in payment, which was well within the 30 day, no
default period provided for under the terms of the Indenture,
represents a significant improvement over the past two years in
the timeliness of the payment of semi-annual interest on the
Company's Senior Notes.

The Company also indicated that it believes it will be able to
make the semi-annual interest payment due to holders of its
11-3/4% Senior Subordinated Notes, due on June 16, 2003, within
the 30 day no-default period provided for under the terms of
that Indenture. Chairman and Chief Executive Officer, Tom E.
DuPree, Jr. indicated that, "As the business continues to
improve, we intend to make every effort to meet all of our
future interest obligations on a timely basis."

Avado Brands owns and operates two proprietary brands, comprised
of 110 Don Pablo's Mexican Kitchens and 65 Hops Restaurant * Bar
* Breweries. Additionally, the Company operates two Canyon Cafe
restaurants, which are held for sale.

Avado Brands, whose March 30, 2003 balance sheet shows a total
shareholders' equity deficit of about $17 million, owns and
operates two proprietary brands, comprised of 111 Don Pablo's
Mexican Kitchens and 65 Hops Restaurant * Bar * Breweries.
Additionally, the Company operates two Canyon Cafe restaurants,
which are held for sale.


AVON PRODUCTS: Reaffirms Q2 and Full-Year Earnings Outlook
----------------------------------------------------------
Avon Products, Inc. (NYSE: AVP) expects sales and earnings per
share in the second quarter and full-year 2003 to increase in
line with preliminary estimates the company provided on
April 25.  Avon also said that if foreign exchange rates remain
at or near their current levels, full-year earnings could exceed
its stated target of $2.55 per share.

Avon said it expects earnings in the second quarter to increase
at a mid-single-digit rate over last year's second quarter
earnings of $.64 per share.  The company said earnings in the
prior-year period included unusually high gains from currency
hedging strategies that will not repeat in this year's second
quarter.

The company also said that sales growth in the second quarter
should be in line with the first quarter, when sales were up 7%
in dollars and 12% in local currencies versus prior year.  
Operating profit in the quarter is expected to increase
approximately 15%.

Avon said overall sales growth is being driven by sales of
beauty products, which are expected to increase 11-13%,
including a double-digit increase in the U.S., and reflecting
successful new product launches and Avon's continuing commitment
to invest significant resources to support its brand-building
strategies.  Also driving sales is an expected double-digit
increase in the number of active Representatives in the quarter.

Commenting on the outlook, Andrea Jung, Avon's chairman and
chief executive officer, said, "The underlying health of Avon's
business has never been stronger.  That, combined with
strengthening local currencies in some of our key markets, gives
us confidence that 2003 will be another excellent year for the
company.

"Europe continues to generate exceptional results, with second-
quarter sales expected to be up over 30% in dollars and over 20%
in local currencies, and dollar operating profits forecast to
increase in the 40% range.  Latin America should post a low-
single-digit increase in dollar sales and a 15-20% increase in
local currencies, while dollar operating profits should grow
double-digits," Ms. Jung said.  "Latin America's dollar-
denominated sales and profit growth this quarter should be the
strongest since 2001," she added.

"In Asia, sales in dollars and local currencies should be up in
the low- to mid-single digits in the quarter, and dollar
operating profits should grow at a higher rate than sales,
driven by a continuing rebound in Japan and despite the
anticipated impact of SARS in China and Taiwan," Ms. Jung said.

"In the U.S., sales are forecast to be up in the range of 3%, as
previously expected.  Sales growth is being driven by beauty
products, which are tracking up 10%, and Representative growth,
expected to be up a very healthy 3%.  Operating profit should be
flat in the U.S., reflecting significantly higher strategic
investments in the quarter versus last year, including beauty
advertising and support for the launch this summer of our new
Mark brand for young women," Ms. Jung said.

Commenting on the full-year 2003 outlook, Ms. Jung said, "We are
very pleased with where we stand at this point in the year and
we look for another year of double-digit growth in local-
currency sales as well as earnings per share.  We are
comfortable that we can at least achieve our earnings target of
$2.55 per share and we are encouraged by the improving foreign
currency picture, which could result in some upside for earnings
if currencies remain at or near their present levels for the
rest of the year."

Avon -- whose March 31, 2003 balance sheet shows a total
shareholders' equity deficit of about $113 million -- is the
world's leading direct seller of beauty and related products,
with $6.2 billion in annual revenues.  Avon markets to women in
143 countries through 3.9 million independent sales
Representatives.  Avon product lines include such recognizable
brands as Avon Color, Anew, Skin-So-Soft, Advance Techniques
Hair Care, beComing, and Avon Wellness.  Avon also markets an
extensive line of fashion jewelry and apparel.  More information
about Avon and its products can be found on the company's Web
site http://www.avon.com


BASIS100: Launches Substantial Issuer Bid for Conv. Debentures
--------------------------------------------------------------
Basis100 Inc. (TSX: BAS) intends to launch a substantial issuer
bid permitting the Company to purchase, for cancellation, an
aggregate $5 million in principal amount of its 6.00 percent
convertible unsecured debentures due December 30, 2006 (TSX:
BAS.DB) for a cash bid price of $750 per $1,000 principal amount
of debentures, plus unpaid interest (subject to applicable
withholding tax, if any) accrued up to but excluding the date of
purchase. The issuer bid will be subject to pro-ration in the
event that the offer is oversubscribed.

The issuer bid is proposed to commence following, and subject
to, closing of the sale of Basis100's Canadian Lending Solutions
business to FiLogix Inc. The Company is seeking approval of the
CLS transaction in a resolution to be put forward at the
reconvened Special Meeting of Debentureholders, scheduled for
Thursday, June 5, 2003. If the CLS transaction is approved by
the debentureholders, the Company expects the sale to be
completed shortly thereafter.

The Company will escrow $3.75 million from the proceeds of the
CLS transaction to cover the purchases to be made under the
issuer bid. The issuer bid is subject to regulatory approval.
The Company expects to mail out an issuer bid circular and other
offering documents within 45 days of the CLS transaction
closing.

Basis100 is proposing the issuer bid to encourage the
debentureholders to vote in favour of the CLS transaction.

The Company intends to proceed with previously announced normal
course issuer bid following the substantial issuer bid's
completion, however NCIB purchases will no longer be mandatory
and no funds will be escrowed to effect NCIB purchases.

Basis100 Inc., whose March 31, 2003 balance sheet shows a
working capital deficit of about CDN$5 million -- is a business
solutions provider that fuses mortgage processing knowledge and
experience with proprietary technology to deliver exceptional
services. The company's delivery platform defines industry-class
best execution strategies that streamline processes and creates
new value in the mortgage lending markets. For more information
about Basis100, please visit http://www.Basis100.com


CABLEVISION SYSTEMS: Fitch Comments on DBS Business' Spin-Off
-------------------------------------------------------------
Cablevision Systems Corporation, the parent company of CSC
Holdings, Inc., announced that it intends to spin-off to its
shareholders its DBS business, R/L DBS and its theatre business
Clearview Cinemas. Fitch currently rates CSC Holdings, Inc.'s
senior unsecured debt 'BB-', the company's senior subordinated
debt 'B+', and a 'B' rating to the preferred stock issued by the
company. Fitch has assigned a 'BB' rating to the company's $2.4
billion bank facility, which is guaranteed by the company's
operating subsidiaries. Fitch has assigned a Stable Rating
Outlook to each of the company's debt ratings.

The spin-off, which is expected to be completed by year-end
2003, includes $450 million of funding by Cablevision. Also, the
company's board of directors has approved an additional $114
million of investment into R/L DBS which will increase the total
2003 planned investment to $194 million.

The Rainbow DBS satellite is expected to launch on July 17, 2003
well ahead of the FCC deadline of August 31, 2003. The company
expects to launch commercial service later in 2003. Cablevision
will retain the rights to offer DBS service in the New York Area
while the new entity will offer DBS service to the rest of its
service area.

The company's announcement addresses a key over-hang of the
credit and provides insight into the company's vision for its
DBS investment. From Fitch's perspective the spin-off of the DBS
business coupled with the $450 million of funding to the new
entity provides a funding cap and eliminates the funding
uncertainties surrounding the company's DBS investment.
Moreover, the spin-off should provide the company's management
the opportunity to focus on its core cable and entertainment
businesses. However the funding requirements and business model
for Cablevision's offering of DBS service in the New York area
remain unclear. Assuming no further asset sales, Cablevision's
expected funding of the new entity and additional investment
will be leveraging in the near term. Fitch anticipates that the
investment will add about 0.5 times to the company's year-end
2003 debt-to-EBITDA leverage metric. However Fitch expects that
the company's leverage through the subordinated notes will be
less than 6.0x at year-end 2003. Fitch estimates that
availability under the company's $2.4 billion revolver after the
application of $635 million of proceeds from the PCS spectrum
sale is approximately $1.4 billion, which Fitch expects to be
used to fund the 2003 DBS requirements including the spin-off.
While Fitch does acknowledge that the company's operating cash
requirement will decrease markedly during 2003 and 2004, Fitch
expects the additional leverage along with the uncertain cash
needs associated with the DBS offering in the New York area
should temper the company's ability to generate free cash flow
during 2004. Fitch's 2004 free cash flow expectations for the
company are minimal. However Fitch does expect the company's
credit protection metrics to continue to improve over the near
term adjusted for the impact of the DBS announcement. The
anticipated improvement in the company's credit profile is
rooted in sustained EBITDA growth generated from increased
penetration of high margin digital and high speed data services
and stabilization of the company's basic subscriber base. These
ratings are based on existing public information and are
provided as a service to investors.


CHAMPIONLYTE: Sues Alan Posner et al. for Fraudulent Conveyance
---------------------------------------------------------------
ChampionLyte Holdings, Inc. (OTC Bulletin Board: CPLY), formally
ChampionLyte Products, Inc., has filed a lawsuit in the Circuit
Court of the 15th Judicial Circuit in Palm Beach County against
former Company Chairman and CEO Alan Posner, former Chief
Financial Officer of the Company Chris Valleau as well as
InGlobalVest, Inc., a New York-based firm and its principals,
alleging the fraudulent conveyance of the firm's Old Fashioned
Syrup Company, Inc. subsidiary.

The suit alleges the defendants engaged "in a fraudulent scheme
to deprive ChampionLyte of its principal asset and primary
source of revenue for grossly inadequate consideration (only
$15,000) without notice of approval of the Board of Directors of
ChampionLyte, without notice and approval of U.S. Bancorp
Investments, Inc. (the holder of ChampionLyte's preferred stock)
as required by the terms of certain agreements and the Amended
Articles of Incorporation for ChampionLyte, without notice and
approval by the shareholders at large as required by Florida
statues for sales of assets of a corporation other than in the
regular course of business and in violation of the antifraud
provisions of the Florida Securities Investor Protection Act.

The suit further alleges that Posner, acting in concert with
Valleau, by and through InGlobalVest and its representatives
"devised a fraudulent plan to improperly and unlawfully strip
ChampionLyte of its ownership and control of ChampionLyte's
valuable, wholly owned subsidiary, the Syrup Company, as well as
other valuable property, equipment and assets that were owned by
the Syrup Company including long-term licensing agreements,
specifically with Cumberland Farms for the rights to name
Sweet'N Lowr worth hundreds of thousands of dollars."

Prior to the time it was taken away from the Company, The Old
Fashioned Syrup Company was generating nearly one million
dollars in annual revenues, which was historically representing
approximately 90 percent of the Company's total sales. The
Company manufactures, distributes and markets three flavors of
Sweet'N Low(R) brand sugar-free syrups. The products are sold in
more than 20,000 retail outlets including some of he nation's
largest supermarket chains.

ChampionLyte Holdings, through its wholly owned subsidiary
ChampionLyte Beverages, Inc., manufactures, markets, sells and
distributes ChampionLyte(R), the first completely sugar-free
entry in the multi-billion-dollar isotonic sports drink market.

According to the suit, Posner and Valleau "used the pretext of
an imminent payment due to a licensee of the Syrup Company
(Cumberland Farms) as a reason to obtain a short-term
convertible loan (the "Sham Loan") from InGlobalVest on or about
November 27, 2002 for $15,000. The terms of such loan provided
that in the event the loan was not repaid by the Syrup Company,
on or before December 13, 2002, together with accrued interest,
that InGlobalVest, which was formed only two weeks before could,
at its option, convert the principal amount of the Sham Loan
into the number of share equivalent to 66-2/3 percent of the
issued and outstand common stock in the Syrup Company." The
lawsuit alleges that "in reality, the Sham Loan was nothing more
than a ruse to disguise the sale of a majority interest in the
Syrup Company for a mere $15,000."

As the maturity date approached, then Company Vice President,
Mark Streisfeld, told Posner and Valleau that members of his
family, who had already loaned ChampionLyte $140,000, would pay
off the Sham Loan. Streisfeld also informed these two
individuals that another large shareholder of ChampionLyte, as
well as Mark Streisfeld himself, would make the same offer. The
suit alleges that Posner falsely told Streisfeld he (Posner)
would not accept such offers because he would obtain the
necessary extensions on the maturity date of the Sham Loan in
order to avoid default. However, the loan defaulted without the
knowledge of Streisfeld or the investing public at large.

The suit further claims that ChampionLyte Holdings has suffered
irreparable damage and seeks to rescind the sale of the
securities in the Syrup Company to InGlobalVest and restore
ChampionLyte, the Syrup Company and InGlobalVest to "their
respective positions prior to the time the Sham Loan transaction
was entered. This would effectively restore ChampionLyte's 100
percent ownership interest in the Syrup Company."

Posner, on or about January 14, 2003, resigned from his
positions as secretary and treasurer of the Syrup Company. He
now serves as a director of the Syrup Company under the control
of InGlobalVest.

"This scheme by former officers of the Company is an egregious
act against the shareholders of ChampionLyte," said current
ChampionLyte Holdings President David Goldberg. "We are
utilizing every resource at our disposal to rescind the sale of
the Syrup Company and get it back into the rightful ownership of
the Company and its shareholders."

"We firmly believe the Syrup Company belongs to our Company and
its assets, the revenues it generates and its established chains
of distribution will greatly assist in the ongoing restructuring
of the new ChampionLyte Holdings, Inc.," Goldberg added.

ChampionLyte Holdings, Inc. is a fully reporting public company
whose shares are quoted on the OTC Bulletin Board under the
trading symbol CPLY. Its recently formed beverage division,
ChampionLyte Beverages, Inc., a Florida corporation,
manufactures, markets and sells ChampionLyte(R), the first
completely sugar-free entry into the multi-billion dollar
isotonic sports drink market.

At September 30, 2002, Championlyte Products' balance sheet
shows a working capital deficit of about $1 million and a total
shareholders' equity deficit of about $9 million.


COMMUNITY CHOICE: Fitch Drops Insurer Fin'l Strength Rating to D
----------------------------------------------------------------
Fitch Ratings has lowered its quantitative insurer financial
strength rating on Community Choice Michigan to 'D' from 'Bq'.
Community Choice Michigan is a nonprofit health maintenance
organization domiciled in Michigan with about 60,000 members.

This rating action reflects the fact that the company was
recently placed into rehabilitation by the State Commissioner of
the Office of Financial and Insurance Services. Net worth fell
from $2.7 million in 2001 to negative $743 thousand in 2002.

Fitch's quantitative insurer financial strength ratings (Q-IFS
ratings) are generated solely based on quantitative analysis of
publicly available financial statement data filed by the HMO on
a quarterly basis with its state regulator. Although the model's
general assumptions are reviewed by Fitch's rating committee,
the Q-IFS ratings generated by the model on individual HMOs are
not reviewed by the rating committee.

    Entity                        Rating         Rating Action
    ------                        ------         -------------
    Community Choice Michigan       'D'            Downgrade


CONSECO FINANCE: Selling Loans & Accounts to B-Line for $4 Mil.
---------------------------------------------------------------
The Conseco Finance Corp. Debtors and Mill Creek Bank ask Judge
Doyle for permission to sell certain delinquent reaffirmed
bankruptcy loan and credit accounts to B-Line, LLC.  James H.M.
Sprayregen, Esq., tells the Court that this sale must close
prior to the CFN Sale Closing, around June 16, 2003.

The assets for sale relate to loan or credit accounts
established by CFC customers who have subsequently filed for
bankruptcy protection and who have reaffirmed their obligations
to repay the remaining balances.  Mr. Sprayregen explains that
these assets are being liquidated because they are no longer
integral to the CFC Debtors' business in light of the CFN and GE
sales.  Indeed, the CFC Debtors tried to sell them at the
Auction, but found no takers.

Under the Purchase Agreement, B-Line will pay 39.7% of unpaid
balances, as of April 30, 2003, approximating a $3,800,000 price
tag. (Conseco Bankruptcy News, Issue No. 22; Bankruptcy
Creditors' Service, Inc., 609/392-0900)    


CONSECO INC: Pushing for Approval of GE Settlement Agreement
------------------------------------------------------------
On May 19, 1997, CIHC, Inc, entered into a lease with GE Capital
for a 1990 Canadair Challenger, Model 601 3A/ER, S/N 5069.
Conseco, Inc. was the subleasee and guarantor on the Lease.
Prior to the Petition Date, the Lease was terminated and the
aircraft was returned to GE Capital.  Pursuant to the Lease, GE
Capital must apply the net proceeds of any post-termination sale
or lease of the aircraft to any damages it may claim for breach
of the Lease.

The aircraft has not been sold or re-leased, according to James
H.M. Sprayregen, Esq., at Kirkland & Ellis.  GE Capital tells
the Court that the market for corporate aircraft is soft
following the September 11, 2001 terrorist attack.  GE asserts
that its ability to sell or re-lease the plane has been
negatively affected by this soft market.

GE Capital filed Claim Nos. 49672-004201, 49672-007269 and
49672-007347.  The Claims allege damages against both CNC and
CIHC for rejection of the Lease.  On May 9, 2003, GE Capital
filed an amended claim asserting $11,711,000 in total damages.

In full and final settlement, the Parties agree that:

(1) Claim No. 49672-007347 is deemed an allowed unsecured claim
     FOR $1,550,000 against CIHC;

(2) Claim No. 49672-004201 is an allowed unsecured claim of
     $500,000 against CNC;

(3) GE Capital is deemed to have timely voted Claim No. 49672-
     007347 against CIHC and Claim No. 49672-004201 against CNC
     to accept the Reorganizing Debtors' Second Amended Plan of
     Reorganization; and

(4) GE Capital is deemed to have waived any objection to the
     Plan.

Mr. Sprayregen states that the Claims against the estate will be
reduced by $9,661,000.  Litigating the dispute with GE Capital
would be time-consuming and costly with an uncertain outcome.
(Conseco Bankruptcy News, Issue No. 23; Bankruptcy Creditors'
Service, Inc., 609/392-0900)    

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


COVANTA ENERGY: Wants Court's Blessing for Hennepin Transactions
----------------------------------------------------------------
Vincent E. Lazar, Esq., at Jenner & Block LLC, in Chicago,
Illinois, relates that Covanta Hennepin Resource Recovery
Company, LP presently operates a waste-to-energy facility
located in Hennepin County, Minnesota pursuant to a Service
Agreement dated as of August 6, 1985 with the Hennepin County,
Minnesota. Covanta Energy Corporation guaranteed Covanta
Hennepin's obligations in the Service Agreement under a Parent
Company Guarantee dated as of August 6, 1985.

According to Mr. Lazar, the Facility is owned by United States
Trust Company of New York, as Owner Trustee, pursuant to a Trust
Agreement dated as of November 15, 1988 between Owner Trustee
and General Electric Capital Corporation, as Owner Participant.  
The Owner Trustee leased the Facility to Covanta Hennepin
pursuant to an Amended and Restated Lease Agreement dated as of
September 1, 1992.  The land where the facility is located is
owned by the County and leased to the Owner Trustee under a
Ground Lease dated as of October 1, 1986 and leased to Covanta
Hennepin by the Owner Trustee to a Site Sublease dated as of
December 20, 1989. Covanta Hennepin's obligations under the
Facility Lease are guaranteed by CEC under a Parent Company
Guarantee.

In 1992, in order to finance part of the cost of constructing
and equipping the Facility, the County issued revenue bonds,
County's General Obligation Solid Waste Revenue Refunding Bonds,
Series 1992, in the remaining outstanding principal amount of
$62,955,000 -- the Outstanding Bonds -- pursuant to a Trust
Indenture dated as of September 1, 1992, as amended, between the
County and M & I Bank -- the Bond Trustee.

Moreover, Mr. Lazar continues, the County and Owner Trustee are
parties to a Loan Agreement dated as of September 1, 1992 under
which the Owner Trustee is obligated to make loan repayments to
the County sufficient to pay debt service on the Outstanding
Bonds.  Under the Service Agreement, the County is obligated to
pay a service fee for the processing of solid waste delivered by
the County to Covanta Hennepin at the Facility.  The Service Fee
must be in an amount sufficient to pay, among other things, debt
service on the Outstanding Bonds.  Finally, under the Facility
Lease, Covanta Hennepin is obligated to pay rent to the Owner
Trustee in an amount that is sufficient to pay debt service on
the Outstanding Bonds.

In addition, under the existing terms, Covanta Hennepin is
obligated to pay rent over and above the amount necessary to
service the debt to the Owner Trustee under the Facility Lease.
The additional rent has been deferred until 2010, at which time
Covanta Hennepin must pay it in two installments totaling
approximately $36,000,000.  This obligation is secured by
existing letters of credit that were issued pursuant to the DIP
Facility, which now total $25,174,069 and increased by
approximately $2,200,000 each October before 2010.

The Debtors have entered into transactions relating to the
Facility, among which:

(A) the County will purchase GECC's and the Owner Trustee's
    interests in the Facility for $99,959,257, which purchase
    will be financed by the issuance of a series of refunding
    bonds in an amount sufficient to defease the Outstanding
    Bonds that were issued to finance the construction and
    equipment of the Facility.  The balance of the purchase
    price will be provided by an additional series of bonds
    and funds that the County will appropriate for that purpose.
    The County and the Owner Trustee will agree to terminate the
    Loan Agreement and the Ground Lease;

(B) Covanta Hennepin, the Owner Trustee and GECC will agree to
    terminate and release and settle all liabilities and claims
    arising under the Facility Lease, the Site Sublease, and
    all other agreements among the parties relating to the
    project, thereby, releasing Covanta Hennepin of any
    obligation to make lease payments.  Covanta Hennepin, CEC,
    the County, the Owner Trustee and GECC will terminate all
    other agreements among the parties relating to the Lease
    Agreement;

(C) Covanta Hennepin and the County will agree to enter into a
    new service agreement, which is similar to the Service
    Agreement, but differs in these aspects:

    a. County Credits.  The County will receive a credit
       against the Service Fee payable to Covanta Hennepin by
       the County totaling $35,552,000 payable in equal monthly
       installments of $202,000, the first of which will be
       provided with respect to the Service Fee due during July
       2003 and will continue through and include the Service
       Fee due during February 2018;

    b. New Parent Guarantee.  CEC will guarantee Covanta
       Hennepin's obligations under the New Service Agreement
       pursuant to a new Parent Company Guarantee.  Under the
       New Parent Guarantee, CEC is exposed to a significantly
       lower aggregate liability than the liability under the
       Old Parent Guarantees;

    c. Interim Letter of Credit Arrangement.  Covanta Hennepin
       has agreed to provide new letters of credit to the County
       to secure the County's right to receive future Service
       Fee Credits.  Prior to the effective date of the Debtors'
       plan of reorganization, Covanta Hennepin's payments will
       be secured by a letter of credit in the initial amount
       equal to $25,174,069, which will be reduced monthly by
       the amount of the Service Fee Credit actually applied for
       that month.  On the effective date of the Plan of
       Reorganization, this Letter of Credit will be cancelled
       and replaced with a new letter of credit amounting to
       $17,000,000;

    d. Post-Confirmation Letter of Credit.  From and after the
       effective date of the Debtors' plan of reorganization,
       Covanta Hennepin's obligation will be secured by a Letter
       of Credit issued by a bank acceptable to the County equal
       to $17,000,000.  On July 1, 2010 and each July 1
       thereafter, the Letter of Credit will be reduced by
       $2,500,000 until July 1, 2016, on which date the Letter
       of Credit will be cancelled and returned to CEC;

    e. Spare Parts and Certain Movable Equipment.  Effective as
       of the effective date of the Debtors' plan of
       reorganization, the County will have a first security
       interest in the spare parts maintained by CHERC at the
       Facility and a first security interest in all movable
       equipment Covanta Hennepin owned for use at the Facility;

    f. Event of Default.  If the County were to terminate the
       New Service Agreement as a result of an Event of Default
       by Covanta Hennepin, or if Covanta Hennepin fails to
       renew the Letter of Credit, the County may draw on the
       Letter of Credit.  Covanta Hennepin also would be
       required to make an additional payment to the County
       equal to the lesser of $5,000,000 or the aggregate
       amount of remaining monthly credits, if any, that would
       have been applied from the date of termination through
       June 2010 if the Service Agreement had not been
       terminated.  County may also foreclose the security
       interest in the spare parts and moveable equipment;

    g. Electricity Sales.  Covanta Hennepin will assume and
       assign the Resource Recovery Electric Sale Agreement --
       the PPA -- to the County.  The PPA will continue to be
       administered by Covanta Hennepin, and any amendments
       will require Covanta Hennepin's consent, but payments by
       Xcel will be made directly to the County and Covanta
       Hennepin's contractual share of the revenue received
       pursuant to the PPA will be paid by the County to Covanta
       Hennepin as part of the Service Fee.  All electric sales
       revenues will be split on the same basis for all levels
       of output;

    h. Purchase Options.  Covanta Hennepin will have no option
       to purchase the Facility as it currently has in 2010 and
       2018;

    i. Extensions of New Service Agreement.  Covanta Hennepin
       will continue to have a right to extend the New Service
       Agreement when its term expires in 2018.  If Covanta
       Hennepin and the County are unable to negotiate an
       extension of the New Service Agreement, the County
       may solicit competing proposals from qualified providers
       on similar terms and Covanta Hennepin will have the
       right of first refusal to match those terms.

    j. Additional Capacity.  The New Service Agreement will
       include provisions to give the County the option to use
       any additional capacity available at the Facility;

    k. Future Permits.  The out-of-pocket costs, if any, of
       obtaining subsequent Title V Operating Permits will be
       split 50-50 between Covanta Hennepin and the County; and

    l. Debt Service.  The Service Fee payable by the County to
       Covanta Hennepin will be modified to eliminate debt
       service as a component of the Service Fee.

Mr. Lazar tells Judge Blackshear that the parties to this
proposed transaction have agreed that, in the event the
confirmation of the Debtors' Plan does not occur and Covanta
Hennepin breaches its obligations under the New Service
Agreement, any claim for damages the County asserts against
Covanta Hennepin or CEC will be treated as a general unsecured
prepetition claim in the Bankruptcy Case.  On the other hand, if
a Plan is confirmed and Covanta Hennepin breaches its obligation
under the New Service Agreement, any claim for damages the
County asserts against Covanta Hennepin or CEC will be treated
as claims against reorganized Covanta Hennepin and CEC secured
by the security interests.

Accordingly, pursuant to Sections 105(a), 363(b)(1) and 365(a)
and (f) of the Bankruptcy Code, the Debtors ask the Court to
authorize Covanta Hennepin or CEC to:

  (a) consent to the County's purchase of the interest of TIFD
      III-A, a wholly owned subsidiary of GECC, in the Facility;

  (b) terminate or consent to the termination of certain
      agreements, including certain leases between Covanta
      Hennepin and GECC, the existing Service Agreement for the
      Facility's operation and certain agreements relating to
      the financing of the Facility;

  (c) enter into a new service agreement with the County, issue
      a new parent company guarantee and deliver a Security
      Agreement with respect to certain spare parts and certain
      movable equipment; and

  (d) assume and assign to the County, Covanta Hennepin's
      interest in the Resource Recovery Electric Sale Agreement
      dated August 1, 1986, and Addendum I dated July 1, 1988,
      between Covanta Hennepin and Xcel Energy, successor to
      Northern States Power Company.

Mr. Lazar asserts that the proposed transaction must be approved
because:

  -- it will reduce the letter of credit requirements relating
     to the Facility by approximately $10,000,000 upon the
     Debtors' emergence from bankruptcy;

  -- it will avoid the current requirement of annual increase
     to the amount of the letter of credit of approximately
     $10,000,000 between October 2003 and October 2010;

  -- the net estimated letter of credit fees will be reduced by
     several million dollars over the term of the New Service
     Agreement;

  -- the new Parent Guarantee exposes CEC to a significantly
     lower aggregate liability than the liability under the Old
     Parent Guarantees; and

  -- Covanta Hennepin will continue to administer the PPA and
     the proposed transaction provides adequate assurance of
     future performance. (Covanta Bankruptcy News, Issue No. 29;
     Bankruptcy Creditors' Service, Inc., 609/392-0900)    


DEXTERITY SURGICAL: Davol Bolts from Asset Purchase Negotiations
----------------------------------------------------------------
Dexterity Surgical, Inc. (OTC Bulletin Board: DEXT) announced
that Davol, Inc., a subsidiary of C.R. Bard, Inc., and the
Company have broken off negotiations relating to Davol's
purchase of certain assets of the Company.

Dexterity and Davol previously executed a letter of intent
whereby Davol was to purchase substantially all assets of the
Company relating to its Protractor line in consideration for
cash of $7 million. The transaction was subject to numerous
conditions to closing, including execution and delivery of a
definitive purchase and sale agreement, approval of the
stockholders and creditors of the Company, approval of the Board
of Directors of Davol, termination of the distribution rights
relating to the Protractor line and the restructure of certain
intellectual property rights relating to the Protractor line,
and other conditions.

Richard Woodfield, President and CEO of the Company, stated, "We
regret the parties were unable to agree on the terms of a
definitive agreement. We will continue to search for alternate
transactions which are in the best interests of our stockholders
and creditors."

Since the introduction of the first Pneumo Sleeve and Protractor
in 1995, Dexterity Surgical, Inc. has been the pioneer in the
field of Hand Assisted Laparoscopic Surgery. The Company's goal
is to provide focused segments of the minimally invasive
surgical marketplace with products that enhance patient outcome,
increase surgical flexibility and reduce health care costs.

Dexterity Surgical's March 31, 2003 balance sheet shows a
working capital deficit of about $13.5 million, and a total
shareholders' equity deficit of about $14 million.


EL PASO CORPORATION: Believes ISS Reached Wrong Conclusion
----------------------------------------------------------
El Paso Corporation (NYSE: EP) believes Institutional
Shareholder Services' reached the wrong conclusion in its
recommendation regarding the election of the Zilkha/Wyatt slate
nominees at the company's Annual Meeting of Shareholders to be
held on June 17, 2003.

El Paso noted that ISS' recommendations are directed to its
institutional clients, who are free to reject or accept the
recommendations.  Given El Paso's sizeable retail shareholder
base and the fact that most larger institutions make their own
decisions, El Paso believes that ISS' position will sway few
votes.

Ronald L. Kuehn, Jr., El Paso's chairman and chief executive
officer, said, "We believe ISS focused on the past and did not
consider the future.  We believe ISS failed to recognize that
with our current Board of Directors, El Paso is taking all the
right actions to restore value and position the company for the
future.  In addition, we continue to execute on our operational
and financial plan to preserve and enhance the value of core
businesses, strengthen and simplify the balance sheet and reduce
costs while improving the company's liquidity position.  We have
made decisions in the past year that address issues of
management and corporate governance including adding four new
Directors with outstanding energy industry backgrounds,
reconstituting the Board's Compensation Committee and changing
senior management as we continue our search for the best CEO to
lead El Paso."

El Paso believes its high caliber Board is the best team to lead
the company into the future.  "We believe that shareholders do
not want to see our progress derailed by a whole new Board that
we believe would seriously disrupt the steady improvements that
El Paso is making."

Notwithstanding ISS' flawed evaluation, we believe our
shareholders share our concerns regarding the risks of replacing
our entire Board with a slate of nominees that has no well-
defined business plan for El Paso and that has selected one of
its own as CEO without undertaking a process to select the
best possible candidate for this critical post.

The Board of Directors urges El Paso shareholders to vote FOR
the election of El Paso's slate of 12 highly qualified directors
on El Paso's WHITE proxy card, NOT to sign the blue proxy card
sent to you by Messrs. Zilkha and Wyatt and to DISCARD any blue
proxy card they may send to you in the future.  "Your vote is
critical, no matter how many shares you own.  Time is short as
the June 17 Annual Meeting is rapidly approaching."

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

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

                       *     *     *

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

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


EL PASO ELECTRIC: Elects J. Robert Brown as New Board Member
------------------------------------------------------------
El Paso Electric (NYSE: EE) announced the election of J. Robert
Brown to its Board of Directors.

Mr. Brown is President and Chairman of the Board of Desert Eagle
Distributing, a distributor for Anheuser-Busch products in El
Paso, Culberson and Hudspeth counties in Texas.  He is also co-
owner of Anheuser-Busch distributorships in Roswell, New Mexico
and Alpine, Texas.

A longtime resident of El Paso, Mr. Brown has long been active
and honored in El Paso's business, civic and education
communities.  He is on the Board of Regents of Texas Tech
University where he has served as Chairman.  He has also served
on the University's Facilities and Planning Committee, the
Investment Advisory Committee and the President's Council.  He
is a Director of JP Morgan Chase Bank, El Paso and is past
chairman of the El Paso Chamber of Commerce Foundation Board of
Directors where he continues to serve on the board. Mr. Brown
has also served on the boards of the El Paso Boy Scouts, the Sun
Bowl Association, the El Paso Symphony, the American Heart
Association - El Paso Division, and the Southwest Rodeo
Association.

Mr. Brown has a Doctor of Jurisprudence Degree from St. Mary's
University and a Bachelor of Business Administration Degree from
Texas Tech University. He and his wife Sherry have three
children.

"We are pleased to have Mr. Brown join us on the El Paso
Electric Board," said Board Chairman George W. Edwards, Jr.  "He
is an outstanding business leader whose experience in the
business community will be invaluable to the Company."

El Paso Electric is a regional electric utility providing
generation, transmission and distribution service to
approximately 316,000 retail customers in a 10,000 square mile
area of the Rio Grande valley in west Texas and southern New
Mexico, including wholesale customers in New Mexico, Texas and
Mexico.  EE has a net installed generating capacity of
approximately 1,500 MW.  EPE's common stock trades on the New
York Stock Exchange under the symbol EE.

As reported in Troubled Company Reporter's April 28, 2003
edition, Fitch Ratings withdrew the ratings of El Paso Electric
Company. At the time of withdrawal, the ratings were as listed
below, and the Rating Outlook was Stable.

         -- First mortgage bonds 'BBB-';

         -- Unsecured pollution control revenue bonds 'BB+'.


ENERGY WEST: Wells Fargo Agrees to 21-Day Credit Pact Extension
---------------------------------------------------------------
Energy West Incorporated (Nasdaq: EWST), a natural gas, propane
and energy marketing company serving the Rocky Mountain states,
has agreed with Wells Fargo Bank Montana, N.A., on an additional
extension of its credit facility through June 23, 2003.  The
Wells Fargo credit facility was originally scheduled to expire
on May 1, 2003 and previously was extended through June 2, 2003.  
Under the terms of the new extension, Energy West will have
approximately $6.1 million of total borrowing capacity, and as
previously announced, will not request new letters of credit
during the extension period. Although currently Energy West has
borrowed the full amount of its capacity, the Company believes
it will have sufficient liquidity to fund its operations
during the extension period through a combination of cash on
hand and cash flow from operations.

Energy West's March 31, 2003 balance sheet shows that its total
current liabilities exceeded its total current assets by about
$2.4 million.

                 LIQUIDITY AND CAPITAL RESOURCES

In its Form 10-Q for the quarter ended March 31, 2003, the
Company reported:

"The Company's utility operations are subject to regulation by
the MPSC, WYPSC, and the Arizona Corporation Commission (ACC).
The actions of such regulatory bodies play a significant role in
determining the Company's return on equity. The various
commissions approve rates that are intended to permit a
specified rate of return on investment. The Company's tariffs
allow the cost of gas to be passed through to customers. The
pass through causes some delay, however, between the time that
the gas costs are incurred by the Company and the time that the
Company recovers such costs from customers.

"The businesses of the Company and its subsidiaries in all
segments are temperature sensitive. In any given period, sales
volumes reflect the impact of weather, in addition to other
factors, with colder temperatures generally resulting in
increased sales by the Company. The Company anticipates that
this sensitivity to seasonal and other weather conditions will
continue to be reflected in the Company's sales volumes in
future periods.

"The Company's operating capital needs, as well as dividend
payments and capital expenditures are generally funded through
cash flow from operating activities and short term borrowing.
Historically, to the extent cash flow has not been sufficient to
fund capital expenditures, the Company has borrowed short-term
funds. When the short-term debt balance significantly exceeds
working capital requirements, the Company has issued long term
debt or equity securities to pay down short-term debt. The
Company has greater need for short-term borrowing during periods
when internally generated funds are not sufficient to cover all
capital and operating requirements, including costs of gas
purchased and capital expenditures. In general, the Company's
short-term borrowing needs for purchases of gas inventory and
capital expenditures are greatest during the summer months and
the Company's short-term borrowing needs for financing of
customer accounts receivable are greatest during the winter
months.

"At March 31, 2003, the Company had a $15,000,000 unsecured bank
credit facility, of which $5,694,000 had been borrowed under the
credit agreement. The Company also had outstanding letters of
credit under the credit facility totaling $4,450,000 related to
electric and gas purchase contracts. The Company's other bank
credit facility, in the amount of $11,000,000 expired on
January 5, 2003, and was not renewed.

"Following the adverse ruling in the PPLM lawsuit on March 7,
2003, the Company's bank lender and the Company began
negotiations with respect to the Company's credit facility,
which included discussions relating to the lender's request that
the Company pledge its assets to secure the amounts outstanding
under the facility.

"On April 30, 2003, the Company reached an agreement with its
lender to extend its short-term credit facility through June 2,
2003. Previously, the credit facility had been scheduled to
expire on May 1, 2003. Under the terms of the extension, the
Company has approximately $6,100,000 of total borrowing
capacity, of which the Company currently has borrowed
approximately $5,900,000 as of May 13, 2003. In addition, the
Company does not have the ability to request new letters of
credit from its lender during the extension period. The Company
believes that it will have sufficient liquidity to fund its
operations through the extension period.

"The Company continues to negotiate with its current bank lender
for a longer-term credit facility. No assurance can be given,
however, that such a facility will be obtained, or with respect
to the possible terms of such a facility, which may include,
without limitation: (i) restrictions on Company operations and
capital investments; (ii) increased interest rates on amounts
borrowed and other increases in fees; (iii) restrictions on the
Company's ability to pay dividends. The Company's present lender
also has indicated that it will require the Company to pledge
all of its assets to secure the line of credit. In the event
that the Company is unable to secure an extension of its credit
facility, the Company would need to obtain financing from
alternative sources in order to continue to fund its operations.
There is no assurance that such financing could be obtained from
alternate sources, or as to the terms under which such financing
could be obtained.

"In addition to its short-term credit facility, the Company has
outstanding certain long-term notes and industrial development
revenue obligations. The total amount of such obligations was
$15,788,000 and $16,246,000 as of March 31, 2003 and March 31,
2002, respectively. Under the terms of such long-term
obligations, the Company is subject to certain restrictions,
including restrictions on total dividends and distributions,
senior indebtedness, and asset sales, and the Company is
required to maintain certain debt and interest ratios. In
addition, under certain circumstances, including certain
defaults by the Company under other debt obligations, the long-
term debt can be declared in default prior to its maturity.

"An adverse result in the litigation with PPLM or the tax
dispute with DOR also could have a material adverse effect on
the Company's liquidity and capital resources."


ENRON: Enters Stipulation Settling Standard Chartered Claims
------------------------------------------------------------
On August 1, 1995, Enron Corporation and Standard Chartered Bank
executed a Master Letter of Agreement and Reimbursement
Agreement, which contemplated "the issuance of multiple letters
of credit" from time to time, with the reimbursement obligations
of each letter of credit to be governed by the terms and
conditions of the 1995 Reimbursement Agreement.  Enron could
request that Standard Chartered issue letters of credit to
support Enron's performance obligations to one or more
beneficiaries.  However, Standard Chartered was not committed to
issue any letters of credit under the 1995 Reimbursement
Agreement.

The 1995 Reimbursement Agreement provides that Enron was
required to pay Standard Chartered the amount of any drawing by
a beneficiary under a letter of credit upon receipt by Enron of
notice of each drawing.

On May 14, 2001, Enron, JPMorgan Chase Bank and Citibank, NA.,
each as Co-Administrative Agents, and a syndicate of banks
entered into a committed Letter of Credit and Reimbursement
Agreement.  The 2001 Reimbursement Agreement established a
$500,000,000 facility against which Enron could require letters
of credit be issued for its account.  Standard Chartered is one
of the participating financial institutions under the 2001
Reimbursement Agreement.

Standard Chartered alleges that it has committed $2,991,388
under the 2001 Reimbursement Agreement to participate in letters
of credit that JPMorgan, as Issuing Bank, issued for Enron's
benefit.  Enron is not able to verify the full amount that
Standard Chartered claims under the 2001 Reimbursement
Agreement.

From time to time prior to the Petition Date, Standard Chartered
issued letters of credit for and on behalf of Enron or its
affiliates pursuant to the 1995 Reimbursement Agreement.  In
addition, Standard Chartered also issued letters of credit for
and on Enron's behalf pursuant to the 2001 Reimbursement
Agreement.  Standard Chartered has a pro rata participating
interest as an issuer of those letters of credit.

On May 18, 2000 Enron and various banks entered into a Long-Term
Revolving Credit Agreement -- the "2000 Syndicated Credit
Facility"-- which established a $1,250,000,000 revolving credit
loan for Enron.  The 2000 Syndicated Credit Facility was fully
drawn on or about October 26, 2001.  Standard Chartered is one
of the lenders under the 2000 Syndicated Credit Facility, and
has loaned $10,416,667 thereunder to Enron.

On May 14, 2001 Enron and various banks entered into a 364-Day
Revolving Credit Agreement, which established a $1,750,000,000
revolving credit loan for Enron.  The 2001 Syndicated Credit
Facility was fully drawn on or about October 26, 2001.  Standard
Chartered is one of the lenders under the 2001 Syndicated Credit
Facility and has loaned $11,666,667 thereunder to Enron.

Prior to November 5, 2001, Enron's obligations to Standard
Chartered under the 2000 Syndicated Credit Facility, the 2001
Syndicated Credit Facility, the 1995 Reimbursement Agreement and
the 2001 Reimbursement Agreement, including the obligation to
pay the amount of drawings under Letters of Credit, were
unsecured.

On or about November 5, 2001, Enron established a cash
collateral account, #3582-088-462-001 at Standard Chartered.  
Enron established the Collateral Account, inter alia, for the
purpose of assigning it to Standard Chartered to secure Enron's
obligations with respect to the 1995 Reimbursement Agreement,
and to induce Standard Chartered to issue, extend and renew
letters of credit.

On or about November 6, 2001, Enron and Standard Chartered
executed an Assignment of Cash Collateral Account, by which
Enron assigned the Collateral Account to Standard Chartered "as
collateral security for the due payment and performance of all
indebtedness and other liabilities and obligations of Enron to
Standard Chartered, whether now existing or hereafter arising,
direct or indirect, absolute or contingent, including, without
limitation, arising under, relating to or in connection with"
then outstanding or future Letters of Credit issued or to be
issued under the 1995 Reimbursement Agreement.  Pursuant to the
Assignment, Enron granted to Standard Chartered a first
security interest in the Collateral Account, and, inter alia,
all future deposits therein.  Standard Chartered claims that the
Assignment created a valid lien in the Collateral Account and
all money on deposit in the account in Standard Chartered's
favor, and secured all of Enron's obligations owing to Standard
Chartered including under the 1995 Reimbursement Agreement, the
2000 Syndicated Credit Facility, the 2001 Syndicated Credit
Facility and the 2001 Reimbursement Agreement.

The Assignment also provided that so long as any obligation owed
by Enron to Standard Chartered remained outstanding, Standard
Chartered would have the exclusive rights in and to the
Collateral Account and the money therein, and Enron would have
no rights to use those funds.

On November 6, 2001, Enron deposited $23,180,000 into the
Collateral Account, and Standard Chartered issued or extended or
increased the existing notional amount of three letters of
credit in the total amount of $23,180,000, which have since
expired. On or about November 8, 2001, Enron deposited
$1,000,000 into the Collateral Account, and Standard Chartered
issued or extended or increased the existing notional amount of
a letter of credit in an amount of $1,000,000, which has since
expired.  On November 16, 2001, Enron deposited $1,334,000 into
the Collateral Account, and Standard Chartered issued or
extended or increased the existing notional amount of two
letters of credit in the total amount of $1,334,000, which have
since expired.  Each of the foregoing collateral deposits was
made within 90 days prior to the Petition Date.

Pursuant to Section 9-313 of the Uniform Commercial Code,
Standard Chartered obtained a valid, first priority perfected
security interest in, and lien upon, the Collateral Deposits on
the date each deposit was made and Standard Chartered took
possession thereof.

On June 20, 2000, pursuant to the 1995 Reimbursement
Agreement, Standard Chartered issued Letter of Credit No.
S9702602 in the amount of $500,000 -- the "Argent LC" -- for the
benefit of Argent Ventures, LLC. On March 22, 2002, Argent
Ventures, LLC drew the entire Argent LC.  Standard Chartered
asserts that it is entitled to reimbursement from the Collateral
Account under the terms of the 1995 Reimbursement Agreement for
the amount of $500,000.

On or about August 8, 2001, pursuant to the 1995 Reimbursement
Agreement, Standard Chartered issued Letter of Credit No.
S9703509 in the amount of $122,500, and increased
that Letter of Credit on or about November 9, 2001 to $288,700
(the "ACE LC") for the benefit of ACE-INA Overseas Insurance
Company. The ACE LC is undrawn and
has not expired.

On August 4, 2000, pursuant to the 1995 Reimbursement
Agreement, Standard Chartered issued Letter of Credit No.
S9702702 in the amount of $358,254 -- the "PAM LC" -- for the
benefit of Property Asset Management, Inc.  The PAM LC is
undrawn and has not expired.

On June 25, 1996, pursuant to the 1995 Reimbursement Agreement,
Standard Chartered  issued Letter of Credit No. S9700478 in the
amount of $400,000 -- the "Travelers LC" -- for the benefit of
Travelers/Aetna Property Casualty Corp.  The Travelers LC
is undrawn and has not expired.

On Luly 11, 2000, pursuant to the 1995 Reimbursement Agreement,
Standard Chartered issued Letter of Credit No. S9702657 in the
amount of $1,500,000 -- the "TST LC" -- for TST Briar Lake
Limited Partnership.  The TST LC is undrawn and has not
expired.

Standard Chartered asserts that the Argent LC, ACE LC, PAM LC,
Travelers LC and TST LC are secured by the Collateral Deposits.
On the other hand, Enron asserts that the lien in the Collateral
Account created by the Assignment and the lien in the Collateral
Deposits created by virtue of Section 9-313 of the Uniform
Commercial Code are voidable preferential transfers pursuant to
Section 547(b) of the Bankruptcy Code.

Standard Chartered asserts that, in addition to a valid,
perfected security interest in the Collateral Account and the
Collateral Deposits, under the Reimbursement Agreements and the
Syndicated Credit Facilities it has various other rights
including setoff and recoupment.  Enron disputes the assertion
as it relates to the Syndicated Credit Facilities and the 2001
Reimbursement Agreement.

Standard Chartered filed a proof of claim in Enron's bankruptcy
case, which has been assigned Claim No. 20065.  In the Standard
Chartered Claim, Standard Chartered asserted that it holds a
claim against Enron in the amount of $28,121,675, and that
it holds collateral for that claim in the amount of $25,514,000.
The Standard Chartered Claim is comprised of the these amounts:

    (i) $10,416,667 loaned under the 2000 Syndicated Credit
        Facility,

   (ii) $11,666,667 loaned under the 2001 Syndicated Credit
        Facility,

  (iii) $2,991,388 for its pro rata share of Letters of Credit
        issued under the 2001 Reimbursement Agreement, and

   (iv) $3,046,954 for the Argent LC, ACE LC, PAM LC, Travelers
        LC and TST LC issued under the 1995 Reimbursement
        Agreement.

Citibank, as Paying Agent in connection with the:

    (a) 2000 Syndicated Credit Facility, filed a proof of claim
        in Enron's bankruptcy case, which has been assigned
        Claim No. 14179;

    (b) 2001 Syndicated Credit Facility, filed a proof of claim
        in Enron's bankruptcy case, which has been assigned
        Claim No. 14196 (the "2001 Credit Facility Claim").

JPMorgan, as Co-Administrative Agent, Paying Agent and Issuing
Bank, in connection with the 2001 Reimbursement Agreement, filed
a proof of claim in Enron's bankruptcy case, which has been
assigned Claim No. 11233.

After discussions among representatives of Enron and Standard
Chartered, the parties have agreed to settle all claims and
issues arising under and related to the Reimbursement
Agreements, the Syndicated Credit Facilities and the Standard
Chartered Claim, including the ownership of the Collateral
Deposits, Enron's reimbursement obligations, the amount of
Standard Chartered's claims in the case, and the manner in which
those claims will be satisfied.

Judge Gonzalez approves these stipulated terms and conditions:

A. Cancellation of Certain LCs; Return of Collateral.

   In accordance with a separate settlement approved in the
   Chapter 11 cases of EOTT Energy Partners, L.P. and Enron, the
   Travelers LC and the TST LC have been returned to Standard
   Chartered and cancelled.  Standard Chartered has wired
   $1,900,000 from the Collateral Account to Enron, representing
   a release of collateral for the Travelers LC and the TST LC,
   and Enron acknowledges receiving those funds.  Standard
   Chartered has, pursuant to the terms of that separate
   settlement, issued letters of credit in like amounts for the
   benefit of Travelers and TST on behalf of EOTT.  Standard
   Chartered waives and relinquishes all rights that it could
   assert against Enron under the 1995 Reimbursement Agreement
   for the Travelers LC and the TST LC, including the right to
   reimbursement and to have Enron's obligations collateralized.

B. Collateralization of ACE LC and PAM LC.

   For purposes of this Stipulation, Enron acknowledges that
   Standard Chartered has valid and enforceable collateral
   security interests in and to $646,954 of the Collateral
   Deposits, in order to secure Enron's contingent reimbursement
   obligations for the ACE LC and the PAM LC under the 1995
   Reimbursement Agreement.  Standard Chartered will retain
   $646,954 of the Collateral Deposits in a separate, interest-
   bearing collateral account until the ACE LC and PAM LC are
   drawn, expire or terminate.  From time to time, but no less
   often than quarterly, Standard Chartered will pay any earned
   interest on the funds to Enron by wire transfer.  If either
   the ACE LC or the PAM LC is drawn prior to its expiration or
   termination, Standard Chartered may, without further order of
   the Bankruptcy Court, apply the collateral funds it holds to
   the amount drawn.  Within two business days after the
   expiration or termination of either the ACE LC or the PAM LC
   undrawn, Standard Chartered will return the amount of
   unapplied collateral funds it holds by wire transfer,
   together with any earned and unpaid interest, to Enron.
   Standard Chartered agrees that it will not send out a notice
   of non-renewal to either of the beneficiaries under the
   ACE LC and the PAM LC without the consent of Enron, or:

    (a) the entity that succeeds to Enron's legal right to give
        the consent pursuant to a confirmed plan of
        reorganization, or

    (b) a trustee if Enron's Chapter 11 case converts to a case
        under Chapter 7 of the Bankruptcy Code, for a period
        of three years from May 6, 2003.

C. Reimbursement for Argent LC.

   For purposes of this Stipulation, Enron acknowledges that
   Standard Chartered has a valid and enforceable collateral
   security interest in and to $500,000 of the Collateral
   Deposits for the Argent LC.  Standard Chartered may, without
   further order of the Bankruptcy Court, apply the collateral
   to reimburse itself for payment of the Argent LC, in
   accordance with the 1995 Reimbursement Agreement.

D. Fees, Expenses and Charges.

   For purposes of this Stipulation, and without acknowledging
   that Standard Chartered is entitled, Standard Chartered will
   be allowed to retain up to a maximum $500,000 of the
   Collateral Deposits, to be applied in the aggregate against
   attorney fees, administrative expenses and other charges
   incurred or Standard Chartered will incur in connection with
   the preservation and enforcement of its rights in Enron's
   Chapter 11 case, that Standard Chartered asserts it is
   entitled to be reimbursed for under the 1995 Reimbursement
   Agreement and Assignment, subject to reasonable
   substantiation to the satisfaction of Enron and the
   Creditors' Committee. The parties agree that up to a maximum
   of $500,000 is reasonable, and in the exercise of its
   business judgment Enron has determined this to be a
   reasonable cost of settlement without requiring that Standard
   Chartered provide detailed invoices or complete narrative
   time records.  The preceding will not be construed as an
   admission by Enron, and no party may rely on it as an
   admission, that any other party is entitled to reimbursement
   for attorney fees, administrative or other expenses, or other
   charges in the Debtors' bankruptcy cases for any reason.  The
   foregoing will not apply to professionals retained in the
   bankruptcy case, whose compensation and reimbursement of
   expenses are governed by separate Orders and Bankruptcy Code
   provisions.

E. Return of Collateral Deposits.

   Standard Chartered will wire to Enron the sum of $21,967,046,
   together with any earned and unpaid interest on the funds in
   the Collateral Account prior to May 6, 2003, representing the
   net balance of Collateral Deposits in the Collateral Account
   after deducting from the previous $25,514,000 balance:

   (a) $1,900,000 that Standard Chartered has previously wired
       to Enron for the Travelers LC and the TST LC pursuant to
       the Enron-EOTT settlement, plus

   (b) $1,646,954 that Standard Chartered is entitled to retain
       pursuant to this Stipulation.  If the fees, expenses and
       charges to be reimbursed to Standard Chartered pursuant
       to paragraph 5 are less than $500,000, then the
       $21,967,046 amount will be increased by the difference
       between $500,000 and the actual reimbursed amount. Except
       as expressly set forth in this Stipulation, Standard
       Chartered expressly waives and relinquishes all claims
       that it has or could assert to or against the Collateral
       Deposits under the Reimbursement Agreements and the
       Syndicated Credit Facilities, including, without
       limitation, rights as a secured creditor under the
       Uniform Commercial Code or other applicable law, setoff
       and recoupment.

F. Allowed Unsecured Claim; Amendment.

   Standard Chartered will have an allowed general unsecured
   claim in Enron's bankruptcy case in the amount of
   $25,074,721, provided that Standard Chartered may amend its
   claim as set forth in subparagraph (b):

   (a) On the Effective Date, the Standard Chartered Claim will
       be deemed amended to reflect that Standard Chartered has
       a general unsecured claim in the amount of $25,074,721,
       representing:

         (i) $10,416,667 loaned under the 2000 Syndicated Credit
             Facility,

        (ii) $11,666,667 loaned under the 2001 Syndicated Credit
             Facility, and

       (iii) $2,991,388 for its pro rata share of Letters of
             Credit issued under the 2001 Reimbursement
             Agreement.

       The Allowed Standard Chartered Claim will not be subject
       to any counterclaim, offset or any other avoidance action
       under Sections 506(c), 510(c), 544, 545, 547, 548, 549,
       550, 551 or 553 of the Bankruptcy Code.  The Allowed
       Standard Chartered Claim will be treated as a general
       unsecured claim against Enron for all purposes, and will
       be satisfied at the same time and in the same manner as
       all other general unsecured claims against Enron pursuant
       to a plan or otherwise;

   (b) In accordance with the 2001 Reimbursement Agreement, the
       maximum amount that Enron could become liable to Standard
       Chartered for is $3,333,333.  After May 6, 2003, Standard
       Chartered will have the right to amend the Allowed
       Standard Chartered Claim up to a maximum of $3,333,333 to
       reflect the issuance of additional Letters of Credit.
       Enron and the Creditors' Committee will retain the right
       to object to the allowance of any amount in respect of
       the 2001 Reimbursement Agreement that exceeds $2,991,388;

   (c) Standard Chartered agrees that the Allowed Standard
       Chartered Claim, as it may be amended pursuant to
       subparagraph (b), is and will be the only allowed claim
       that Standard Chartered will have in Enron's bankruptcy
       case, notwithstanding that any of the Syndicated Claims
       subsumes all or a portion of the Allowed Standard
       Chartered Claim.  The portion of the Syndicated Claims,
       if any, which is duplicative of the Allowed Standard
       Chartered Claim, will be disallowed as a part of the
       Syndicated Claims.  Standard Chartered will take any
       reasonable and necessary action requested by Enron to
       effectuate the intent and terms of this subparagraph.

G. No Waiver by Enron.

   Enron acknowledges that it is allowing the sum of $2,991,388
   under the 2001 Reimbursement Agreement as part of the Allowed
   Standard Chartered Claim for purposes of this Stipulation
   only.  In so doing, Enron does not waive its right to contest
   the validity or allowance of any other claims that have been
   or could be asserted against Enron or any of the other
   Debtors by any other party to the 2001 Reimbursement
   Agreement.  No party will be entitled to rely upon Enron's
   statements or agreements herein or to use those statements or
   agreements for the purpose of establishing the validity or
   allowance of that party's claim or claims under the 2001
   Reimbursement Agreement;

H. Limited Releases.

   On May 6, 2003:

   (a) Except as otherwise expressly provided in this
       Stipulation, Enron, will be deemed to have released,
       acquitted and forever discharged Standard Chartered from
       any and all Claims that have been or could have been
       asserted with respect to the Collateral Deposits,
       including, without limitation, any and all transfers
       effectuating the Collateral Deposits -- the "Released
       Standard Chartered Claims";

   (b) The survival of the Allowed Standard Chartered Claim,
       Standard Chartered will be deemed to have released,
       acquitted and forever discharged Enron from any and all
       Claims that have been or could have been asserted with
       respect to the Collateral Deposits, including, without
       limitation, any and all transfers effectuating the
       Collateral Deposits.  In addition, Standard Chartered
       will be deemed to have released, acquitted and forever
       discharged the Enron Parties:

        (i) from any liability to Standard Chartered under the
            Syndicated Claims, to the extent the Syndicated
            Claims are duplicative of the Allowed Standard
            Chartered Claim, and

       (ii) under the 1995 Reimbursement Agreement with respect
            to the Travelers LC and the TST LC including the
            right to reimbursement and to have Enron's
            obligations collateralized;

   (c) Notwithstanding anything contained herein and elsewhere
       to the contrary, and for the avoidance of doubt, the
       parties to this Stipulation acknowledge and agree that
       the settlement embodied herein is not intended to, nor
       will it have the effect of:

         (i) except with respect to the Allowed Standard
             Chartered Claim, limiting the rights of the Enron
             Parties, the Creditors' Committee, or any other
             party-in-interest to dispute or otherwise contest
             any claim asserted by the Standard Chartered
             Parties;

        (ii) limiting the rights of the Enron Parties, the
             Creditors' Committee, or any other party-in-
             interest to assert any cause of action against the
             Standard Chartered Parties, including, without
             limitation, pursuant to Sections 543, 544, 545,
             547, 548, 549, 550, 551 or 553 of the Bankruptcy
             Code;

       (iii) except with respect to the Allowed Standard
             Chartered Claim and the Released Standard Chartered
             Claims, limiting the rights of the Enron Parties,
             the Creditors' Committee, or any other party-in-
             interest in accordance with Section 502(d) of the
             Bankruptcy Code;

        (iv) precluding either of the parties to this
             Stipulation or the Creditors' Committee from
             offering into evidence the fact or terms of this
             settlement; or

         (v) except with respect to the Allowed Standard
             Chartered Claim, limiting the rights of the Enron
             Parties, the Creditors' Committee, or any other
             party-in-interest to seek to equitably subordinate
             any claim of the Standard Chartered Parties;

   (d) Without in any way limiting the foregoing,

         (i) the Standard Chartered Parties acknowledge that
             they:

             (1) may have been parties to other transactions
                 relating to the Enron Parties that are not the
                 subject of the settlement and release embodied
                 herein, and

             (2) have been advised that the Enron Parties may,
                 now or in the future, investigate potential
                 claims against a number of counterparties and
                 that the claims might be premised, in part,
                 upon the knowledge of, duty of, or course of
                 conduct by the counterparties in connection
                 with transactions with or among the Enron
                 Parties, Enron officers, or related entities --
                 the "Course of Conduct Claims");

        (ii) the parties hereby agree that any Course of Conduct
             Claims that may be asserted by the Enron Parties,
             the Creditors' Committee, or any other party-in-
             interest against one or more of the Standard
             Chartered Parties are expressly excluded from this
             Stipulation and the limited release contained
             herein, and that the Enron Parties, the Creditors'
             Committee, or any other party- in- interest may
             refer to and use the facts relating to the Released
             Standard Chartered Claims to establish any Course
             of Conduct Claims; and

       (iii) Standard Chartered reserves its right to challenge
             any Course of Conduct Claims that Enron, the
             Creditors' Committee, or any other party-in-
             interest may assert and may refer to and use the
             facts relating to the Released Standard Chartered
             Claims in challenging the Course of Conduct Claims;
             (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.


EXIDE TECHNOLOGIES: Wins New Supply Agreement from Hunter Marine
----------------------------------------------------------------
Exide Technologies (OTC Bulletin Board:EXDTQ) --
http://www.exide.com-- a global leader in stored electrical-
energy solutions, has secured a new original equipment supply
agreement that expands its relationship with the Luhrs Marine
Group to include Hunter Marine Corporation.  The Luhrs Marine
Group includes Silverton Marine Corporation, builder of family
inboard cruisers; Mainship Trawlers; the Luhrs Corporation,
known for sport fishing boats; and Hunter Marine, a leading
builder of recreational sailboats in the U.S.

Exide, which has been a supplier of starting and deep cycle
batteries to the Luhrs Corporation for its sport fishing boats,
announced a new agreement to begin supplying deep cycle
batteries to the Hunter Marine Corporation, a division of Luhrs
Marine Group that produces recreational sailboats for the
U.S. market.  Hunter produces 24-foot through 50-foot keelboats
in Alachua, Florida; it also produces advanced composite process
trailerable day-sailors ranging from nine feet through 21 feet
in East Lyme, Connecticut.  It is one of one of the first
companies to have achieved Marine Industry Certification,
signifying that it has met marine industry standards designed to
meet specific customer expectations.

According to the terms of the new agreement, Exide Technologies
will supply Hunter with Prevailer(R) Gel marine batteries and
Orbital(R) deep cycle marine batteries as original equipment in
the large Hunter keelboats.  The Orbital(R), with its
cylindrically wound design, is long lasting, extremely vibration
resistant and maintenance-free.  It is spillproof and leakproof
and can deliver full power even when submerged.  The
Prevailer(R) combines the latest advances in battery engineering
with proven dryfit technology to provide a new level of starting
and deep cycle reserve power in a gel battery. The batteries
will be used to power generators, on-board electronics,
auxiliary lights and electrical loads in the cabins.

"Our expanded relationship with the Luhrs Marine Group is the
result of our continuous drive to achieve consistent, world-
class operational excellence in product and process quality and
customer service," said Craig H. Muhlhauser, Chairman and CEO of
Exide Technologies.

Exide Technologies, with operations in 89 countries and fiscal
2002 net sales of approximately $2.4 billion, is one of the
world's largest producers and recyclers of lead-acid batteries.  
The company's two global business groups -- transportation and
industrial energy -- provide a comprehensive range of stored
electrical energy products and services for industrial and
transportation applications.

Transportation markets include original-equipment and
aftermarket automotive, heavy-duty truck, agricultural and
marine applications, and new technologies for hybrid vehicles
and 42-volt automotive applications. Industrial markets include
network power applications such as telecommunications systems,
fuel-cell load leveling, electric utilities, railroads,
photovoltaic (solar-power related) and uninterruptible power
supply (UPS), and motive-power applications including lift
trucks, mining and other commercial vehicles.

Further information about Exide, its financial results and other
information is available at http://www.exide.com

Exide Technologies' 10.00% bonds due 2005 (EXDT05FRR1) are
trading at about 15 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=EXDT05FRR1
for real-time bond pricing.


FLEMING COMPANIES: Court Okays FTI Consulting as Fin'l Advisor
--------------------------------------------------------------
Fleming Companies, Inc., and its debtor-affiliates obtained
permission from the Court to employ FTI Consulting Inc., to
perform financial advisory services in these Chapter 11 cases,
effective as of the Petition Date.

FTI will provide consulting and advisory services as FTI and the
Debtors deem appropriate and feasible in order to advise the
Debtors in the course of these Chapter 11 cases, including these
services:

  A. Assistance to the Debtors in the preparation of financial
     related disclosures required by the Court, including the
     Schedules of Assets and Liabilities, the Statement of
     Financial Affairs and Monthly Operating Reports;

  B. Assistance with the identification and implementation of
     short-term cash management procedures;

  C. Assistance in the management and processing of reclamation
     and PACA claims;

  D. Assistance with the identification of executory contracts
     and leases acid performance of cost-benefit evaluations
     with respect to the affirmation or rejection of each;

  E. Assistance in the preparation of financial information for
     distribution to creditors and others, including, but not
     limited to, cash flow projections and budgets, cash
     receipts and disbursement analysis, analysis of various
     asset and liability accounts, and analysis of proposed
     transactions for which Court approval is sought;

  F. Attendance at meetings and assistance in discussions with
     potential investors, banks and other secured lenders, the
     Creditors' Committee appointed in this Chapter 11 case, the
     U.S. Trustee, other patties in interest and professionals
     hired by the same, as requested;

  G. Analysis of creditor claims by type, entity and individual
     claim, including assistance with development of a database
     to track the claims;

  H. Assistance in the preparation of information and analysis
     necessary for the confirmation of a Plan of Reorganization
     in this Chapter 11 case;

  I. Assistance in the evaluation and analysis of avoidance
     actions, including fraudulent conveyances and preferential
     transfers;

  J. Assistance in support of an SEC investigation and two class
     action lawsuits alleging securities violations.
     Specifically, - Imaging, analyzing, searching and
     extracting files from personal computers; - Locating,
     processing, searching and extracting data; - Surveying,
     collecting and preserving selected historical transaction
     data; - Advising the company and counsel on electronic data
     preservation issues and best practices; and

  K. Render other general business consulting or other
     assistance as Debtors' management or counsel may deem
     necessary that are consistent with the role of a financial
     advisor and not duplicative of services provided by other
     professionals in these proceedings.

The customary hourly rates, subject to periodic adjustments,
charged by FTI personnel anticipated to be assigned to this case
are:

             Personnel                        Rates
             ---------                        ------
       Senior Managing Director             $500-595
       Directors / Managing Directors       $325-490
       Associates / Senior Associates       $150-325
       Administration / Paraprofessionals   $ 75-140
(Fleming Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


FLEXXTECH CORP: Receives 2 Additional Purchase Pact from UCLA
-------------------------------------------------------------
Flexxtech Corporation (OTC Bulletin Board: FLXE), d/b/a Network
Installation Corp., received two additional purchase orders from
UCLA, totaling over $230,000.  The orders call for a high speed
fiber optic build out in the Medical Plaza Building 300 as well
as new networking infrastructure in the Men's Fitness Facility.

"We are extremely pleased to continue receiving additional
business from UCLA, a valued client in our core competency,"
stated Flexxtech CEO Michael Cummings.  He further added, "We
also hope to soon conclude a critical step in our initial
penetration into the Wi-Fi marketplace."

Network Installation Corp., is one of Southern California's
leading independent designers and installers of data, voice, and
video networks.  Some of Network's clients include; IBM, Cisco
Systems, The Travelers, UPS, University of Southern California,
UCLA, The Counties of Los Angeles and Orange, among other
Fortune 1000 companies and highly regarded institutions. The
Company is also focused on complimentary opportunities within
the Wi-Fi marketplace. Additional information on Network
Installation can be viewed at
http://www.networkinstallationcorp.com  Flexxtech's public  
filings can be viewed at http://www.sec.gov

Flexxtech Corp.'s March 31, 2003 balance sheet shows a total
shareholders' equity deficit of about $3 million.


GENSCI REGEN.: Gives IsoTis Option to Acquire 19.9% Equity Stake
----------------------------------------------------------------
IsoTis S.A., advises that on 2 June 2003, in connection with the
merger agreement with GenSci Regeneration Technologies Inc.,
(Toronto: GNS) also announced by a joint press release, GenSci
granted it a stock option to purchase up to 19.9% of GenSci's
then issued and outstanding common shares, which option may be
exercised at any time on or after the first date, if any, upon
which an Exercise Event occurs, in the manner set forth below by
paying cash at a price of CDN$0.43 per share, or at the option
of IsoTis, by issuing to GenSci that number of IsoTis Shares
(excluding fractions) that equals the quotient obtained when (a)
the product obtained by multiplying the number of Option Shares
to be acquired by $0.43, is divided by, (b) the Fair Market
Value of each IsoTis Share on the date the Option is exercised.

"Fair Market Value" means the average of the closing sale prices
per IsoTis Share at which IsoTis Shares are traded on the
Euronext N.V. or the SWX Swiss Exchange for the 10 trading days
prior to the date the Option is exercised.

The Option is subject to either the approval of the U.S.
Bankruptcy Court or the dismissal of the bankruptcy case against
GenSci on or before July 31, 2003 (or such later date as
provided in the Option) and may be exercised by IsoTis if the
Arrangement Agreement is terminated pursuant to various
provisions therein, including a breach of the Arrangement
Agreement by GenSci, receipt by GenSci of a superior proposal,
or if GenSci's shareholders do not approve the Arrangement, or
if the Arrangement is not completed by December 31, 2003.

IsoTis has several subsidiaries, each of which may be regarded
as acting jointly or in concert with IsoTis, but none of them
holds any common shares of GenSci. IsoTis has no intention of
increasing its beneficial ownership of, or control or direction
over, any of the securities of GenSci, but has entered into the
Arrangement Agreement to acquire the business of GenSci. IsoTis
has no right to, nor intends to, appoint any directors to the
board of GenSci and does not expect to participate in the
management or control of GenSci. The purpose of this acquisition
of an option to acquire GenSci shares was as a break fee for the
Arrangement Agreement.

IsoTis was created in Q4 2002 through the merger between Modex,
a Swiss biotechnology company, and IsoTis, a Dutch biomedical
company. The company operates out of its official headquarters
in Lausanne, Switzerland, and its facilities in Bilthoven, The
Netherlands.


GENSCI REGEN.: Enters Definitive Merger Agreement with IsoTis
-------------------------------------------------------------
Biosurgery company IsoTis S.A. (SWX/Euronext Amsterdam: ISON)
and orthobiologics leader GenSci Regeneration Sciences, Inc.
(Toronto: GNS) announced the signing of a definitive merger
agreement to create a dynamic new competitor in orthobiologics.
The Boards of Directors of both companies have unanimously
approved the intended merger.

Highlights:

* Combined sales of US$ 24 million in 2002 through existing US   
  and European distribution channels

* Realistic industry double digit annual growth forecast,
  resulting in management expecting profitability in 2005

* US$ 85 million (euro 78 million) in cash as of Q1 2003 to
  accelerate internal and external growth

* Powerful presence in both synthetic and natural bone
  substitutes with innovative near-term pipeline

* Lean, recently restructured companies are a natural match

* Creates robust player with critical mass in fast growing field

* IsoTis and GenSci current shareholders to own 60% and 40%,
  respectively, of combined company

Rationale:

The merger will create a dedicated and global orthobiology
player focused on the double-digit growth market of bone
substitution. The combined IsoTis/GenSci product portfolio will
have a broad presence in both "natural" demineralized bone
matrix (DBM) products and "synthetic" bone substitutes. As DBM
products are more common in North America and synthetic bone
substitutes are more common in Europe, the IsoTis/GenSci product
portfolio is well positioned to capitalize on significant
commercial opportunities in both of these major markets.

Further, IsoTis/GenSci expects to sustain continued long-term
growth in revenues through aggressive development of its
innovative orthobiology pipeline. The two companies have already
identified a variety of ongoing product development programs
that have the potential to lead to breakthrough products in
musculoskeletal repair.

Combining the companies:

With product sales exceeding US$ 22 million (euro 24 million)
and positive cash flow from operations in 2002, GenSci is
recognized as a significant participant in the North American
bone substitution market. Its OrthoBlast(R) II, DynaGraft(R) II,
and Accell(R) DBM 100 product lines are well-recognized and
accepted in the orthopedic community.

IsoTis contributes its innovative synthetic bone substitute
OsSatura(TM) to the combination, together with a range of small
medical devices, and its highly promising PolyActive BCP
program, which constitutes a potential breakthrough in the
treatment of osteochondral knee defects. In the first half of
2003, OsSatura(TM) received both the CE mark (on the claim of
osteoinductivity) and FDA 510(k) approval in quick succession
and has been contributing to revenues as of Q1, 2003. IsoTis'
total 2002 sales amounted to euro 2 million (US$ 2 million).

In light of recent revenue growth and market penetration trends
at both companies, management of the two companies expects that
full-year combined 2003 revenue will comfortably exceed 2002
combined revenue. IsoTis/GenSci management also anticipates
substantial sales and marketing synergies from the ability to
commercialize their respective product lines through the
established distribution infrastructure of GenSci in North
America and of IsoTis in Europe. In light of these benefits and
the above-referenced double digit revenue growth trends,
management is confident that robust growth is sustainable for
2004 and 2005, laying the foundation for the expectation of the
combined company turning profitable during 2005.

The existing operational infrastructure of the combination in
Europe and the US is state-of-the-art. IsoTis has GMP-approved
and ISO-certified production facilities, labs and offices in
Bilthoven, The Netherlands, as well as in Lausanne, Switzerland.
GenSci has GMP-approved and ISO-certified production facilities,
labs and offices in Irvine, California.

IsoTis has a solid cash position of euro 75 million (US$ 82
million) at March 31, 2003, an innovative product pipeline, and
proven ability to execute a complex cross border merger on a
timely basis and efficiently.

IsoTis was created in Q4 2002 through the merger of Modex, a
Swiss biotechnology company, and IsoTis, a Dutch biomedical
company. The company operates out of its corporate headquarters
in Lausanne, Switzerland, and its facilities in Bilthoven, The
Netherlands. In Q1, 2003, it completed a restructuring of the
company that rationalized its product portfolio and
substantially reduced its cash burn. IsoTis currently has 100
employees, a product portfolio with several orthobiological
medical devices on the market and in development, and is traded
under the symbol "ISON" on both the Official Market Segment of
Euronext Amsterdam and the Main Board of the Swiss Exchange.

GenSci Regeneration Sciences, Inc. is a publicly traded company
listed on the Toronto Stock Exchange (TSX: GNS) with corporate
headquarters in Toronto, Ontario. GenSci OrthoBiologics, Inc.,
the company's wholly-owned subsidiary based in Irvine,
California, focuses on the research, development, production and
distribution of bioimplant products for the orthopedic and spine
markets. GenSci OrthoBiologics is the company's principal
operating subsidiary. The company's products are currently sold
in over 1,550 hospitals across North America, with a growing
international presence throughout Latin America, Europe and
Asia. GenSci has 85 employees.

Upon conclusion of an infringement lawsuit in December 2001,
GenSci filed for Chapter 11 protection to preserve its assets
and reorganize its business. Tuesday, the company is poised to
emerge from Chapter 11 protection. During its 18 months in
Chapter 11, GenSci successfully renewed its product portfolio,
replacing the infringing products with new products, maintained
its sales levels and initiated a major cost control program. The
recent settlement of the patent infringement case now paves the
way for emergence from Chapter 11.

Transaction:

The merger will be structured as a Plan of Arrangement pursuant
to the Company Act (British Columbia) under which GenSci
Regeneration Sciences, Inc. is incorporated. IsoTis will acquire
the stock of GenSci OrthoBiologics, Inc. and all other assets
relating to GenSci's orthobiologics business from GenSci
Regeneration Sciences Inc., in return for newly issued shares of
IsoTis. The new IsoTis shares will be subsequently transferred
to GenSci Regeneration Sciences' current shareholders. The
number of newly issued IsoTis shares will be such that IsoTis'
and GenSci's current shareholders will own 60% and 40%,
respectively, of the combined company. IsoTis intends to
maintain its public listing on the Zurich and Amsterdam stock
markets for the time being. It will review the benefits for the
combined shareholders of a North American listing and its timing
over the coming months.

The merger is subject to conditions customary to transactions of
this type, including, but not limited to, the following
conditions:

          - Respective shareholder approvals
          - Approval of the Supreme Court of British Columbia
          - Swiss, Dutch and Canadian stock exchange and other
            regulatory approvals
          - Accuracy of all representations and covenants
          - GenSci emergence from Chapter 11
          - Limited and short due diligence

The merger is expected to be consummated in the fall of 2003.

Management:

Executive Committee post-merger will consist of (present
positions between brackets):

- Jacques R. Essinger, Chief Executive Officer (CEO IsoTis)
- James Hogan, President Europe (COO IsoTis)
- John F. Kay, Head of Research & Development (VP R&D GenSci)
- Douglass Watson, President North America (CEO GenSci)
- Pieter Wolters, Chief Financial Officer (CFO IsoTis)

The IsoTis/GenSci Board of Directors will consist of seven
members, with four directors from the existing IsoTis board and
three new directors from the current GenSci Board.

Jacques Essinger, Chief Executive Officer, IsoTis S.A.
commented:

"This merger fulfills our ambition and delivers on the promise
we made when Modex and IsoTis merged in Q4 2002 to create a
profitable orthobiology company in the short term. GenSci and
IsoTis make an excellent fit, strategically and culturally. The
business due diligence process has brought both teams together
and has fostered mutual respect. The IsoTis team has enormous
appreciation for the way in which GenSci management succeeded in
turning the company around under very difficult circumstances.
Coming out of Chapter 11, GenSci will have a clean slate and
remarkably stable sales revenues. Combined with the successfully
restructured IsoTis, the combination has ample cash to fuel its
innovative product pipeline and its marketing and sales efforts
in North America and Europe and, importantly, to aim for
profitability in 2005."

Douglass Watson, President and Chief Executive Officer, GenSci
said:

"Joining forces with IsoTis will create an extremely well-
capitalized and strong player in the orthobiology market, with
both the products and the financial strength to become
profitable in the short term. By forging this new alliance, the
combination will be able to accelerate its business development
activities, and to achieve leadership in the orthobiology market
on a global scale. We look forward to working as one team with
our colleagues from IsoTis, who have demonstrated not only their
capacity to merge companies, but also to unite them. Our
combined product portfolio covers the near, mid and long term,
enabling the new company to present an impressive growth
opportunity, continuing well beyond 2005, the year when we
anticipate profitability."

1. Backgrounder -- Next steps

Over the coming months, GenSci will focus on continuing to build
the sales of their three new product lines and emerging from
Chapter 11 protection. Specifically, it hopes to obtain from the
US Bankruptcy Court approval for the dismissal of GenSci
Regeneration Sciences' chapter 11 case in early July and the
confirmation of GenSci OrthoBiologics' chapter 11 plan in the
fall. Concurrent with the process of emergence from bankruptcy,
and subject to appropriate US Bankruptcy Court orders, GenSci
will prepare a detailed information circular regarding IsoTis
and the combined company for its shareholders, seeking the
approval of the British Columbia Supreme Court for the timing of
the extraordinary general meeting of GenSci shareholders to
consider the plan of arrangement. IsoTis has entered into
support agreements with GenSci shareholders MDS Capital,
Canadian Medical Discoveries Fund Limited, and Royal Bank of
Canada, pursuant to which they have agreed to vote their
combined 26% shares of GenSci in favor of the merger. The
support agreements are expressly conditioned on and will become
effective only if and upon the US Bankruptcy Court giving its
approval for the dismissal of GenSci Regeneration Sciences'
chapter 11 case.

IsoTis will schedule an extraordinary general meeting to ask its
shareholders to approve the issuance of the 29.5 million shares
to acquire the GenSci orthobiologics business.

In the merger agreement, IsoTis agreed to loan US$ 5 million to
GenSci to enable it to complete its bankruptcy plan in various
circumstances, including if IsoTis' shareholders fail to approve
the issuance of the shares to acquire GenSci. In consideration
of this and other aspects of the merger agreement, GenSci has
granted IsoTis an option to acquire up to 19.9% of GenSci's
issued and outstanding common shares at CDN$0.43 per share. Such
option is exercisable if the merger is terminated for various
reasons, including GenSci's receipt of a superior offer and in
such circumstances IsoTis can put the option to GenSci for an
amount not to exceed approximately CDN$1 million. Should the
merger not be consummated and should IsoTis provide the USD$5
million to enable GenSci to emerge from Chapter 11, a warrant
for IsoTis to acquire up to approximately 7 million common
shares of GenSci at CDN$0.43 per share will become exercisable.

                    Sequence of Events

- June GenSci OrthoBiologics files Revised Disclosure Statement
  with US Bankruptcy Court

- July Hearings on motion for dismissal of GenSci Regeneration
  Sciences' chapter 11 and for approval of GenSci
  OrthoBiologics' Disclosure Statement Hearing

- August Information Circulars to respective shareholders

- Sept -- EGM GenSci to approve Arrangement

       -- EGM IsoTis to approve issuing new stock

       -- Chapter 11 Confirmation Hearing

       -- Canadian Court Arrangement Hearing

- Fall 2003

       -- GenSci emerges from Chapter 11

       -- IsoTis issues 29.5 million new shares

       -- Merger effective

2. Backgrounder -- IsoTis products

                         Orthobiologics

OsSatura

With the CE mark it received in February 2003, OsSatura became
the first synthetic bone substitute that is approved on the
basis of its osteoinductive properties. Developed at IsoTis,
OsSatura has all the hallmarks of a smart material, i.e. a
material that is designed to set in motion a cascade of events
in the musculo-skeletal system that results in bone growth.
OsSatura promises accelerated skeletal repair, improved fusion
consolidation, and reduces in part or entirely the need for
autogenous bone harvesting for certain orthopedic or maxillo-
facial indications.

OsSatura is composed of approximately 80% hydroxyapatite (HA)
and 20% beta-tricalcium phosphate (beta-T CP), similar to human
bone in both structure and chemical composition. It is a porous
biomaterial featuring interconnected macropores and micropores
with an approximate total porosity of 75%. The macropores are
responsible for the osteoconduction, whilst the proprietary
microporous structure is responsible for the osteoinduction.
OsSatura comes in a variety of granule sizes and forms.

In addition to the CE mark, IsoTis recently received US FDA
510(k) approval. OsSatura has been launched in the EU in early
2003; the US launch is imminent.

PolyActive BCP

PolyActive BCP is a fully synthetic bi-layered product under
development for particularly difficult to treat knee lesions in
which both cartilage and bone are implicated, so-called
osteochondral knee defects. Bi-layered PolyActive BCP consists
of a small OsSatura cylinder capped by a layer of PolyActive,
IsoTis' proprietary co-polymer system. While OsSatura is
designed as a bone substitute, PolyActive can be made to almost
the exact specifications of natural cartilage's flexibility and
mechanical strength. It is expected that PolyActive BCP with its
combination of unique properties can become a real therapeutic
breakthrough in the treatment of osteochondral defects.
PolyActive BCP is expected to address a market of potentially
US$ 100 million per year.

SynPlug

IsoTis' SynPlug cement restrictor is used in cemented hip
implants. SynPlug is presently being sold in Europe and the USA
through a number of large orthopedic companies, as well as
through a range of national distributors. SynPlug is made from a
proprietary synthetic biomaterial, PolyActiveT, that is
biodegradable. In the cement restrictor market it successfully
competes with synthetic materials that are not biodegradable.
The company has superior in vitro pressure resistance data for
the product, and an extensive safety file for PolyActive.
SynPlug is CE certified and has 510(k) FDA approval. Under
contract of some of its partners, IsoTis also produces other
PolyActive small devices.

                       Skin portfolio

Allox

Allox is an off-the-shelf treatment for chronic skin wounds.
Chronic skin wounds such as venous ulcers, pressure ulcers, or
diabetic foot ulcers, constitute a major public health concern,
and are a common cause of morbidity. As an allogeneic, cell-
based product, Allox promises to be a considerable step forward
compared to existing cell-based product in terms of ease-of-use
and storage. Allox consists of growth-arrested skin cells that
secrete endogenous growth factors to promote wound healing.
Specifically, Allox is composed of a mixture of growth factor
producing fibroblasts and keratinocytes in a fibrin spray.
Stored in a frozen state, the Allox spray is available off-the-
shelf and easy to use. After concluding successful Phase I
clinical trials in 2002, IsoTis is currently conducting a
multicenter Phase II clinical trial in several countries. The
Phase II trial calls for the inclusion of 98 patients, and its
results are expected to be available before the end of 2003.
This result will subsequently pave the way for IsoTis to seek a
partner to bring the program into Phase III clinical trials.

AcuDress & EpiDex

AcuDress is a fibrin-based autologous epidermal sheet which can
be applied to burn wounds. EpiDex' activities in Switzerland
have been temporarily put on hold after it became clear that the
product would not be reimbursed as of January 1, 2003. The
company still maintains a minimal capability to produce EpiDex
in order to leverage the Humanitarian Use Device designation
received from the US Food and Drug Administration at the end of
2002.

3. Backgrounder -- GenSci's orthobiology products

Accell(R) DBM100, GenSci's groundbreaking next-generation
technology, is the first and only bone graft putty on the market
composed of 100% demineralized bone matrix (DBM). Accell
features an exclusive, patent-pending DBM processing technique
that does not require an additive carrier, allowing for a 100%
bone product with the handling characteristics of DBM putty.

DynaGraft(R) II has a higher DBM content than the original
DynaGraft(R) while still featuring the excellent handling
characteristics favored by surgeons. The transition to DynaGraft
II was completed in September 2002, and the Company's customers
have rapidly adopted the new product line. GenSci believes these
products to be among the most cost-effective autograft extenders
available on the market, when considering osteoinductive
performance and price.

OrthoBlast(R) II, a synergistic combination of DBM and donor-
matched cancellous bone in a reverse phase medium features
improved handling characteristics. OrthoBlast II replaced the
original OrthoBlast(TM) product line in the market during the
fourth quarter of 2002.


GENTEK: Secures Court's Go-Signal to Renew AIG Insurance Program
----------------------------------------------------------------
GenTek Inc., and its debtor-affiliates sought and obtained the
Court's authority to enter into a renewal insurance program with
National Union Fire Insurance Company of Pittsburgh,
Pennsylvania and certain other entities related to American
Group, Inc.  AIG will provide the Debtors with worker's
compensation, employer's liability, automobile and general
liability coverage for the April 1, 2003 to April 1, 2004 policy
year.  

The Court also approved the Debtors' assumption of a 1986-2003
Insurance Program with AIG and authorized credit on an unsecured
basis.

Since April 1986, AIG has provided the Debtors with various
insurance policies for their business operations.  AIG also
administered claims that arise under the Insurance Policies
pursuant to a claim service program.  Both the Insurance
Policies and the Claims Program are governed by a payment
agreement that sets forth the obligations of both the Debtors
and AIG under the Policies and the Claims Program.  The Payment
Agreement, Insurance Policies and the Claims Program compromise
the 1986-2003 Insurance Program.

Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York, relates that under the 1986-2003 and the 2003-
2004 Insurance Programs, AIG pays the losses and expenses that
it insures, in addition to any deductible and retention amounts
owed by the Debtors under the applicable policies.  The Debtors
subsequently reimburse AIG for the deductible and retention
payments.  

To ensure that the Debtors reimburse AIG for these deductible
and retention payments under the 1986-2003, the Debtors have
posted security consisting cash equal to $2,300,000 and a
$6,400,000 letter of credit under which AIG is the beneficiary.

The Debtors have determined that the assumption of the 1986-2003
Insurance Program will not likely result in any increased
incremental costs over the letter of credit already posted as
collateral.  At this time, the Debtors believe that their
reimbursement obligations under the 1986-2003 Insurance Program
are less than $8,700,000.  The Debtors believe that their
exposure for expenses over the amount is limited.  AIG also
issued a binder confirmation for the 2003-2004 Insurance
Program, which is contingent on the assumption of the 1986-2003
Insurance Program.

Mr. Chehi maintains that the failure to assume the 19868-2003
Insurance Program would entitle AIG to cancel the 2003-2004
Insurance Program, forcing the Debtors to seek replacement
insurance program coverage, as well as creating the risk that
their insurance coverage may lapse.  Mr. Chehi emphasizes that
there are only a few insurance companies, other than AIG, that
are capable of providing the level of coverage and flexibility
that the Debtors need to service claims on a nationwide basis.

In connection with the 2003-2004 Insurance Program, AIG has
requested the issuance of an additional $3,800,000 letter of
credit facility.  According to Mr. Chehi, the Debtors have
proceeded to obtain a new $10,200,000 letter of credit facility,
which will incorporate the $6,400,000 existing letter of credit
that is collateral for the 1986-2003 Insurance Program.  The
$2,300,000 cash security will remain on deposit.  The new
$10,200,000 letter of credit will secure all the Debtors'
obligations to AIG under the 1986-2003 Program and the 2003-2004
Program. (GenTek Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


GEORGIA-PACIFIC: Completes $500 Million Senior Debt Offering
------------------------------------------------------------
Georgia-Pacific Corp. (NYSE: GP) closed its $500 million senior
notes offering, consisting of $150 million of 8 percent notes
due 2014 and $350 million of 7.375 percent notes due 2008.  The
8 percent notes due 2014 will be callable at the company's
option beginning in 2009.  Net proceeds from the offering will
be used to repay a portion of amounts outstanding under the
company's revolving credit facility.

These senior notes were offered in an unregistered offering
pursuant to Rule 144A and Regulation S under the Securities Act
of 1933.  These senior notes have not been registered under the
Securities Act of 1933 or the securities laws of any state, and
may not be offered or sold in the United States or outside the
United States absent registration or an applicable exemption
from the registration requirements under the Securities Act and
any applicable state securities laws.  Georgia-Pacific intends
to offer to exchange the unregistered senior notes for
substantially identical registered senior notes.

As previously reported, Standard & Poor's Ratings Services
assigned its 'BB+' senior unsecured debt rating to Georgia-
Pacific Corp.'s $350 million senior notes due 2008 and $150
million senior notes due 2014.

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


GREAT LAKES: Fitch Junks Quantitative Insurer Financial Rating
--------------------------------------------------------------
Fitch Ratings has lowered its quantitative insurer financial
strength rating on Great Lakes Health Plan to 'CCCq' from 'Bq'.
Great Lakes Health Plan is a Medicaid managed care organization
domiciled in Michigan. This rating action reflects the
significant deterioration in statutory capitalization over the
past 15 months driven by underwriting losses. At March 31, 2003
Great Lakes Health Plan reported a negative $12.8 million in
capital compared to $5.8 million at December 31, 2001.

Fitch's quantitative insurer financial strength ratings (Q-IFS
ratings) are generated solely based on quantitative analysis of
publicly available financial statement data filed by the HMO on
a quarterly basis with its state regulator. Although the model's
general assumptions are reviewed by Fitch's rating committee,
the Q-IFS ratings generated by the model on individual HMOs are
not reviewed by the rating committee.


HAYES LEMMERZ: Emerges from Chapter 11 With New Financing Pact
--------------------------------------------------------------
Hayes Lemmerz International, Inc., has emerged from its
voluntary Chapter 11 reorganization.

Hayes Lemmerz, substantially all its U.S. subsidiaries and one
subsidiary organized in Mexico successfully concluded its
reorganization today, after completing all required actions and
satisfying all remaining conditions to its Plan of
Reorganization. The Company now has a more manageable capital
structure and a reduced level of debt.

As previously reported, creditors overwhelmingly accepted the
Plan, which was confirmed on May 12, 2003, by the U.S.
Bankruptcy Court for the District of Delaware.

In conjunction with its emergence from Chapter 11, Hayes Lemmerz
closed on its exit financing facilities Tuesday. The Company's
current total financing package is valued at $800 million and
includes: a $100 million senior secured revolving credit
facility maturing in 5 years; a $450 million senior secured term
loan facility maturing in 6 years; and $250 million of senior
unsecured notes, maturing in 7 years.

Curtis J. Clawson, CEO said, "This is the positive outcome that
we've all been working so hard to achieve. First and foremost, I
want to thank all of our dedicated employees who stayed focused
on our goal. I want to extend my sincere thanks to our suppliers
and customers who gave their support and cooperation.
Additionally, I would like to thank our restructuring advisors,
AlixPartners, LLC, Lazard Freres & Co., LLC and Skadden, Arps,
Slate, Meagher & Flom. They are leaders in their respective
fields and provided invaluable assistance to us during the
Chapter 11 process. I am very pleased that we have emerged from
Chapter 11 as a stronger, more competitive company."

Mr. Clawson continued, "Now with the Chapter 11 behind us, we
not only have significantly reduced the Company's debt level,
but have also improved our capital structure in a way that
allows for our future growth. We have improved the operating
structure and practices of the business -- and effectively
transformed it -- into a healthier company. We are re-energized
and will continue to aggressively pursue our goals of satisfying
our customers, becoming a low-cost producer and having the best
people."

Effective upon Tuesday's emergence, six of seven members of the
new Board of Directors of Hayes Lemmerz are in place, including
CEO Curtis J. Clawson; Laurence M. Berg, Senior Partner, Apollo
Management, LLP; Dr. William H. Cunningham, James L. Bayless
Chair for Free Enterprise, The University of Texas at Austin;
Steve Martinez, Principal, Apollo Management, LLP; Henry D.G.
Wallace, retired Group Vice President, Ford Motor Company; and
Richard F. Wallman, Senior Vice President and Chief Financial
Officer, Honeywell International, Inc.

In accordance with the Plan of Reorganization, approximately
$2.1 billion in pre-petition debt and other liabilities are
being discharged. Holders of pre-petition secured claims will
receive approximately $478.5 million in cash and 53.1% of the
New Common Stock. Holders of senior note claims will receive $13
million in cash and 44.9% of the New Common Stock, and holders
of general unsecured claims will receive 2% of the New Common
Stock. Hayes Lemmerz' prior common stock and securities were
cancelled as of June 3, 2003. The new shares of Hayes Lemmerz
common stock, being issued to certain Hayes Lemmerz' creditors
in accordance with the Plan of Reorganization are expected to be
publicly traded on the over-the-counter market. The Company has
applied for listing on the NASDAQ Stock Exchange.

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

Hayes Lemmerz Intl's 11.875% bonds due 2006 (HLMM06USS1) are
trading at about 53 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=HLMM06USS1
for real-time bond pricing.


HERCULES INC: Files Preliminary Proxy Statement with SEC
--------------------------------------------------------
Hercules Incorporated (NYSE:HPC) filed its preliminary proxy
statement with the Securities and Exchange Commission, proposing
its slate of directors for election at the Annual Meeting of
Shareholders, which has been set for July 25, 2003.

The Company also announced actions to further strengthen its
corporate governance and urged shareholders to support the
Company's successful two-year turnaround by rejecting the
efforts of dissident director Samuel J. Heyman to place his
hand-picked nominees on Hercules' Board, which would give him
control of the Company without paying anything to Hercules
shareholders.

Dr. William H. Joyce, Chairman and Chief Executive Officer of
Hercules, stated, "We have nominated four exceptional, highly
qualified individuals for election to the Hercules Board. These
independent directors - who have a wealth of business and
financial expertise - will complement our existing Board, which
includes several current and former CEOs of chemical companies.
We are confident they will faithfully represent the interests of
all shareholders - and help us build on the excellent progress
we have made since 2001 in executing our business plan."

Since 2001, Hercules has taken concerted actions that have
turned the Company around, restoring its financial health,
putting it in a much stronger operating position and creating a
solid platform for future growth. Key to the plan was the
improvement and subsequent sale of part of BetzDearborn, the
Water Treatment business, to GE Specialty Materials for $1.8
billion in cash in April 2002.

This sale allowed Hercules to pay off more than $1.6 billion in
debt, significantly strengthening its balance sheet. Hercules
also embarked on an intensive Work Process Redesign program -
improving how it conducts business and increasing its
competitive advantage - which has resulted in approximately $160
million of ongoing annual cost savings.

The Company's actions have led to improved financial results,
with growth in both sales and operating profits from ongoing
businesses far outpacing the average performance of its chemical
industry peers.

                    Hercules Director Nominees

The four Hercules director nominees standing for election at the
2003 Annual Meeting will bring substantial knowledge, experience
and skills to the Hercules Board. They are:

-- Patrick Duff. Mr. Duff, who served as a Senior Managing
   Director and a member of the Management Committee at Tiger
   Management from 1989 to 1993, brings a strong and unique
   shareholder perspective and tremendous knowledge of investing
   from his experience at a major investment fund. Mr. Duff is a
   licensed Certified Public Accountant and a Chartered
   Financial Analyst.

-- Thomas P. Gerrity. Dr. Gerrity, who served as Dean of The
   Wharton School of the University of Pennsylvania, one of the
   nation's leading business schools, and was previously a CEO
   and founder of a leading consulting firm in business
   reengineering and information technology strategy, brings
   enormous knowledge, experience and international contacts to
   the Hercules Board. Dr. Gerrity is the Chairman of the audit
   committee of a $14 billion S&P 500 company.

-- John K. Wulff. Mr. Wulff, who is a member of the Financial
   Accounting Standards Board, a former CFO of a Dow Industrial
   30 company and partner of a major accounting firm, brings
   extensive financial and accounting expertise to the Board.

-- Joe B. Wyatt. Mr. Wyatt, who has served as Chancellor and CEO
   of Vanderbilt University, brings strong expertise in the
   areas of research and information systems. Mr. Wyatt also has
   long-term experience as Chairman of the audit committee of a
   successful public company. Mr. Wyatt has been a Hercules
   director since 2001.

               Corporate Governance Initiatives

In consultation with shareholders, Hercules has taken steps to
further strengthen its corporate governance. Among other
initiatives, the Company is:

-- Adding shareholder-empowering features to the Company's
   rights agreement. These amendments include:

-- A "qualified offer" provision, under which the Company would
   be obligated to bring a vote to shareholders within 120 days
   if a bona fide, non-coercive premium offer (at least 20%) is
   made by a serious acquirer

-- Allowing "qualified institutional investors" to own just
   below 20% (up from 10% currently) without triggering the plan

-- A three-year independent director evaluation (TIDE)
   provision, which calls for a review of the plan at least
   every three years by the Corporate Governance, Nominating and
   Ethics Committee.

-- Naming a Lead Director.

-- Adopting a policy of expensing stock options, beginning in
   2003.

-- Requiring director compensation be at least 50% in stock
   and/or options that must be retained until directors leave
   the Board, and establishing minimum stock ownership
   requirements for directors.

Dr. Joyce added, "These initiatives reflect our commitment to
shareholder-focused corporate governance. We have empowered
shareholders with amendments to the rights plan that we believe
make the modified plan even better for shareholders than
eliminating it. Shareholders get the best of both worlds: they
are protected from abusive takeover tactics and will be able to
vote to accept or reject any non-coercive qualified offer made
by a serious acquirer - since the plan requires a shareholder
referendum on a qualified offer. However, while we believe this
plan is better for shareholders than no plan, if a majority of
shareholders decide that they would rather eliminate the rights
plan - and voice that opinion by voting for the precatory
shareholder proposal - the Board will honor that decision."

                        Proxy Contest

A dissident group led by Sam Heyman and International Specialty
Products, Inc., a company he controls, is seeking to take
control of Hercules' Board of Directors and has proposed its own
slate of nominees for election at the Annual Meeting of
Shareholders.

Dr. Joyce stated, "Over the past two years, we have taken
concerted actions that have turned Hercules around - we have a
significantly stronger balance sheet and our businesses are
generating strong cash flow. Yet, despite this great progress,
Sam Heyman is trying to seize control of the Company without
paying shareholders anything. Instead of offering constructive
plans to further build on our successes, he has attacked sound
strategic decisions such as the $1.8 billion sale of part of
BetzDearborn, disparaged management and been generally
disruptive as we continue to work to improve Hercules and
deliver increased shareholder value. Sam Heyman is clearly
looking out for his own interests, and we urge shareholders to
disregard his self-serving rhetoric and reject the slate of
nominees that he has hand-picked, paid, and indemnified."

Hercules manufactures and markets chemical specialties globally
for making a variety of products for home, office and industrial
markets. For more information, visit the Hercules Web site at
http://www.herc.com  

                         *    *    *

As previously reported in Troubled Company Reporter, Standard &
Poor's assigned its 'BB' bank loan rating to specialty chemical
producer Hercules Inc.'s $350 million senior secured credit
facilities.

Standard & Poor's also has affirmed its 'BB' corporate credit
rating on the company. The outlook remains positive.


HINES HORTICULTURE: Enters Pact on Strategic Land Initiatives
-------------------------------------------------------------
Hines Horticulture Inc. (Nasdaq:HORT) has entered into an option
agreement concerning its 168-acre nursery property in Vacaville,
Calif., and amended the lease concerning its 479-acre nursery
facility in Irvine.

                    Vacaville Option Agreement

The company has entered into an option agreement to sell its
168-acre nursery property in Vacaville. Over the past years the
city of Vacaville has tried to move forward with a residential
development project in the area where the nursery is located.

The agreement grants the buyer the option to purchase the
Vacaville property in April 2005. If the buyer exercises the
option by making periodic payments and purchases the land, the
agreement allows Hines to transition off of the Vacaville
property in three phases from 2005 to 2007.

This extended transition period should allow the company the
time necessary to develop the replacement acreage and
infrastructure at the company's 842-acre Winters South facility.

                          Irvine Lease

The company also announced that it has entered into an agreement
with the Irvine Company to amend the lease on its 479-acre
nursery facility in Irvine.

Under the amended lease, Hines agreed to vacate 254 acres on the
east side of Jeffrey Road in 2006 in exchange for the following:

-- The extension of the term of the lease on 170 acres that was
   set to expire on Sept. 1, 2003 to Dec. 31, 2010.

-- The Irvine Company agreeing to lease to the company,
   beginning in July 2003, an additional 63 acres contiguous to
   its existing facility with an expiry term of Dec. 31, 2010.

-- The company receiving support from the Irvine Company to
   assist with the costs of developing the new acreage and with
   the transition costs Hines will incur in 2006.

-- The Irvine Company committing to helping the company to
   secure a minimum of 250 acres beyond 2010 of long-term
   nursery property in close proximity of its current location.

Chief Operating Officer Rob Ferguson, stated: "We are sincerely
pleased with both of these agreements and we are very excited
about the benefits they will provide to Hines employees and
customers. The option agreement on our Vacaville site will
enable us to have new, upgraded facilities that will be
consolidated onto our existing site in Winters, if the buyer
exercises the option in April of 2005.

"This should result in operational efficiencies for the company.
In addition, the relocation of our Vacaville nursery would
benefit our customers by providing us with the ideal opportunity
to optimize the product mix and the long-term strategy for our
Northern California operations. The amended lease on our Irvine
site provides Hines with tremendous benefits.

"Instead of losing acreage in the near term under the original
lease, we will gain an additional 63 acres for a full three
years from which we can generate incremental sales and assist us
in our cold climate transition strategy to our Northern
California facility in Winters.

"Most importantly, the agreement takes a big step toward
securing our long-term presence in the local vicinity for the
benefit of our employees and customers."

Hines Horticulture is a leading operator of commercial nurseries
in North America, producing one of the broadest assortments of
container-grown plants in the industry. The company sells
nursery products primarily to the retail segment, which includes
premium independent garden centers, as well as leading home
centers and mass merchandisers, such as Home Depot, Lowe's and
Wal-Mart.

As previously reported in Troubled Company Reporter, Standard &
Poor's affirmed its single-'B'-plus corporate credit and senior
secured ratings as well as its single-'B'-minus subordinated
debt rating on Hines Horticulture Inc. The ratings have been
removed from CreditWatch, where they were placed on February 2,
2002.

The outlook is positive.

The ratings reflect Hines' leveraged financial profile, a high
level of customer concentration risk, and vulnerability to
unfavorable weather conditions. These factors are mitigated by
Hines' leading market position in the consolidating, but highly
fragmented, color and nursery product lines, some moderation of
Hines financial policies, and an experienced management team.


HORIZON GROUP: Sells Two Outlet Centers for $1.98 Million
---------------------------------------------------------
Horizon Group Properties, Inc. (HGP) (Nasdaq: HGPI), an owner,
operator and developer of factory outlet and power centers, has
sold the partnership that owns two outlet centers located in
Daleville, Indiana and Somerset, Pennsylvania for $1.98 million.
Each of the centers currently operates at a net loss.

HGPI recently completed the restructuring of the loans that were
secured by the centers in Daleville and Somerset and the Horizon
Outlet Center in Tulare, California. Prior to the restructuring,
the loans on the three centers were cross-collateralized. The
restructuring resulted in the extinguishment of the Daleville
and Somerset loans and the reinstatement to current status of
the loan secured by the center in Tulare, including the
immediate forgiveness of $798,000 of accrued interest and
penalties on this loan. HGPI paid a total of $1.98 million for
the restructuring. An additional $447,000 of interest on the
Tulare loan will be forgiven after HGPI makes the scheduled debt
service payments through September 2003.

The investment group that acquired the centers in Daleville and
Somerset includes an affiliate of Howard M. Amster, a director
and significant shareholder of HGPI and Gary J. Skoien, Chairman
and Chief Executive Officer of HGPI. HGPI will be retained by
the investors to lease and manage the properties. The leasing
and management agreement will provide that HGPI receive 50% of
any net profits from the subsequent sale of the centers after
the owners receive a 12% annual rate of return on their
investment. HGPI will report a gain in the second quarter of
2003 of approximately $1.9 million as a result of the sale.

"Our center in Tulare continues to thrive, and this
restructuring cured the defaults and retains the current
favorable financing on that property," said David R. Tinkham,
Chief Financial Officer of Horizon Group Properties. "We look
forward to working with the new owners of Daleville and Somerset
to improve the performance of those centers and participating in
the net profits from their future sale."

Based in Chicago, Illinois, Horizon Group Properties, Inc. has 9
factory outlet centers and one power center in 7 states totaling
more than 2.1 million square feet.

At the end of full-year 2002, Horizon Group's balance sheet
shows a total shareholders' equity deficit of about $8.7
million.


INTEGRATED HEALTH: Gets Nod to Use $20M of Litho Cash Collateral
----------------------------------------------------------------
On December 6, 2001, the Court authorized and approved a certain
Stock Purchase Agreement, dated as of November 7, 2001, by and
among Integrated Health Services, Inc., Litho Group, Inc. and
HealthTronics Surgical Services, Inc. for the sale to
HealthTronics of a lithotripsyrelated products and services
business formerly operated by the Debtors for $42,500,000 in
cash.  The holders of claims under the Senior Lender Agreements
had certain guaranty claims and certain stock pledges against
certain of the subsidiaries that comprised the Debtors'
lithotripsy business.  The holders of the Senior Claims agreed
to release the Interests solely to allow the Litho Sale to be
consummated, provided that the Interests released by the holders
attached to the Litho Proceeds for the benefit of the holders of
the Senior Claims, which the Litho Sale Order so provides.

Joseph M. Barry, Esq., at Young, Conaway, Stargatt & Taylor,
LLP, in Wilmington, Delaware, recounts that on December 11,
2001, the parties consummated the Litho Sale, following which
the Debtors segregated the Litho Proceeds from the operating
working capital available to the Debtors.  On February 13, 2002,
the Court entered an order confirming the Amended Joint Plan of
Reorganization of Rotech Medical Corporation, a former wholly
owned subsidiary of IHS, and its subsidiaries which were
formerly debtors and debtors-in-possession in these cases.  In
connection with the implementation of the Rotech Plan, IHS and
Rotech and their subsidiaries, entered into a certain
stipulation of settlement of various claims and issues among the
parties, which stipulation was approved by the Court on March
25, 2002.

Under the IHS-Rotech Stipulation, the holders of the Senior
Claims agreed to permit the Debtors to use the Litho Proceeds in
the ordinary course of business, subject to certain conditions.
The Debtors entered into the DIP Credit Facility to provide for
their working capital and capital expenditure needs following
the separation of IHS and Rotech and pending the approval of a
plan or plans of reorganization for the Debtors.  The DIP Credit
Facility is secured by a first priority perfected lien on and
security interest in the Collateral under and as defined in the
DIP Credit Facility, subject only to:

    1. valid, enforceable, perfected and unavoidable liens of
       record as of the Petition Date; and

    2. the Carve-Out.

The Litho Proceeds constitute cash collateral within the meaning
of Section 363(a) of the Bankruptcy Code.

By Order dated March 26, 2003, the Court approved a certain
Third Amendment to the DIP Credit Facility, pursuant to which
the term of the facility was extended to and including
October 31, 2003. On May 12, 2003, the Court confirmed the IHS
Plan.

Although the Debtors have unused availability under the DIP
Credit Facility, the Debtors seek to supplement their working
capital for the operation of their businesses, particularly in
view of the timing of receipts and disbursements, which may
increase the Debtors' intra-month cash needs.  Accordingly, the
Debtors believe that they may require the use of a portion of
the Litho Cash Collateral pending consummation of the IHS Plan.  
To assure cash flow availability and to deal with peaks and
valleys, the Debtors, the Unofficial Senior Lender Working Group
for the holders of the Senior Claims and the lenders under the
DIP Credit Facility have agreed to the Debtors' use of a portion
of the Litho Cash Collateral, subject to certain terms and
conditions.

By this motion, the Debtors seek the Court's authority to use a
portion of the Litho Cash Collateral, subject to certain terms
and conditions.  The Debtors also want Judge Walrath to approve
the grant of adequate protection to the holders of the Senior
Claims.

The Unofficial Senior Lender Working Group for the holders of
the Senior Claims and the lenders under the DIP Credit Facility
have consented to the Debtors' use of a portion of the Litho
Cash Collateral under these terms and conditions:

  1. the consent of the Unofficial Senior Lender Working Group
     and the lenders under the DIP Credit Facility is limited to
     the period through and including October 31, 2003, subject
     to extension by agreement between the Debtors and the
     Unofficial Senior Lender Working Group for the holders of
     the Senior Claims;

  2. the amount of Litho Cash Collateral to be used by the
     Debtors will not exceed $20,000,000, provided that any
     amount used in excess of $5,000,000 will require:

     a. the prior written consent of the Unofficial Senior
        Lender Working Group for the holders of the Senior
        Claims; or

     b. a further order of the Court obtained on appropriate
        notice to the Unofficial Senior Lender Working Group;

  3. as adequate protection for the Debtors' use of the portion
     of the Litho Cash Collateral, the holders of the Senior
     Claims will have and are granted a perfected and
     enforceable replacement lien on all of the Collateral under
     the DIP Credit Facility, subject and subordinate only to:

     a. the liens and security interests granted to the
        Collateral Agent under and as defined in the DIP Credit
        Facility for the benefit of the lenders thereunder;

     b. the Carve-Out under and as defined in the DIP Credit
        Facility; and

     c. other valid, enforceable, perfected and unavoidable
        liens of record as of the Petition Date, which attach to
        the Collateral; and

  4. any amount of Litho Cash Collateral used by the Debtors
     will be repaid and restored in cash in full on the
     Effective Date of the IHS Plan for distribution in
     accordance with the IHS Plan.

The Unofficial Senior Lender Working Group for the holders of
the Senior Claims and the lenders under the DIP Credit Facility
have consented to the Debtors' use of a portion of the Litho
Cash Collateral, provided notice is given to the holders of the
Senior Claims and they have an opportunity to object and be
heard.

Mr. Barry asserts that the Debtors' proposed use of the Litho
Cash Collateral is prudent and appropriate for the reasons
stated in order to maintain the Debtors' businesses and manage
their properties through the consummation of IHS Plan, thus
preserving the going concern value of the estate and the value
of the Collateral for the benefit of the lenders under the DIP
Credit Facility, the holders of the Senior Claims and all other
creditors.  Furthermore, the use of cash collateral in the
ordinary course of business provides adequate protection in that
it preserves the going concern value of the Debtors' businesses
and, as a result, the value of the Collateral.  To protect
against any possible diminution in the value of the Collateral,
the Debtors propose to provide the holders of the Senior Claims
with the Replacement Lien.

                        *     *     *

Accordingly, Judge Walrath permits the Debtors to use a maximum
of $20,000,000 of the Litho Cash Collateral. (Integrated Health
Bankruptcy News, Issue No. 59; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   


JAZZ PHOTO: UST Schedules Section 341(a) Meeting for June 25
------------------------------------------------------------
The United States Trustee will convene a meeting of Jazz Photo
Corp.'s creditors on June 25, 2003, 9:00 a.m., at Office of the
US Trustee, Raymond Blvd., One Newark Center, Suite 1401,
Newark, New Jersey 07102-5504.  This is the first meeting of
creditors required under 11 U.S.C. Sec. 341(a) in all bankruptcy
cases.

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

Jazz Photo Corp., is engaged in the design, development,
importation and wholesale distribution of cameras and other
photographic products in North America, Europe and Asia.  The
Company filed for chapter 11 protection on May 20, 2003 (Bankr.
N.J. Case No. 03-26565).  Michael D. Sirota, Esq., and Warren A.
Usatine, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A.,
represent the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed
estimated debts and assets of over $10 million.


KMART CORP: Asks Court to Approve Hershey Settlement Agreement
--------------------------------------------------------------
Hershey Foods Corporation supplies Kmart stores with a variety
of food items, including chocolate candy products, sugar candy
products, and assorted grocery items.  Kmart purchases Hershey
products pursuant to quarterly price lists that the parties
negotiate.  Under a series of Vendor Allowance Tracking System
agreements, Hershey grants Kmart various allowances against
invoiced amounts in return for Kmart agreeing to undertake
efforts to market Hershey products.

Hershey asserts that Kmart owes it $5,560,184, evidenced by
Hershey's Proof of Claim No. 41441.  This amount arises from
$522,430 in alleged open invoices and $5,037,754 in charge-backs
that Kmart had taken against previous invoices, which Hershey
alleges were improper.

Kmart believes that it owes Hershey only $2,375,485, including
$482,828 on account of open invoices and $1,892,657 on account
of charge-backs.  Moreover, Kmart asserts that Hershey owes it
$6,257,907 arising primarily from a series of signed and
unsigned VATS agreements.

After discussions regarding the disputed amounts, the parties
agreed that Kmart owes Hershey $488,757 for open invoices and
$4,181,568 in charge-backs.  Thus, the total amount that Kmart
owes Hershey is $4,670,325.  The parties also agree that Hershey
owes Kmart $6,185,682 with respect to the VATS agreements.

Accordingly, the net amount owing to Kmart is $1,515,357.
Hershey agrees to pay this amount to Kmart.

By this motion, the Debtors ask the Court to approve the
settlement agreement with Hershey to fully and finally resolve
their disputes.

J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom,
relates that the settlement was arrived at after a series of
discussions between the parties and careful and exhaustive
review of numerous invoices and other items to reconcile the
parties' differences.  For instance, pursuant to this analysis,
Kmart agreed that Hershey is entitled to $3,043,958 in certain
charge-backs that should not have been taken.  The charge-backs
were based on outdated quarterly pricing lists or credits
unknowingly obtained from Hershey by Kmart's former food
supplier.

In addition, the parties agreed to reduce from $958,900 to
$479,450 other deductions that Hershey requested to be charged-
back based on a dispute between the parties concerning Hershey's
alleged failure to satisfy certain shipping timing requirements
and other requirements set forth in Kmart's Vendor Informational
Manual, the enforceability of which Hershey contested.  They
also reduced another category of alleged improper deductions
from $1,034,896 to only $658,160 after an extensive review of
the parties' documentation.

Mr. Ivester notes that the basic dispute between the parties is
whether Kmart owes Hershey a $5,560,184 net amount, as Hershey
initially contended, or Hershey owes Kmart a $3,882,422 net
amount, as Kmart initially contended.  Mr. Ivester points out
that Hershey's agreement to pay Kmart $1,515,357 as the
settlement amount allows both parties to avoid the costs and
risks associated with litigating over the enforceability of
certain of the VATS agreements and the Vendor Informational
Manual.

Given the amounts involved, the extensive research performed,
and the uncertainty of the outcome if the matter were pressed to
trial, Mr. Ivester asserts that the Debtors are receiving a
significant benefit from resolution of the dispute.  Hence, the
Settlement Agreement should be approved. (Kmart Bankruptcy News,
Issue No. 57; Bankruptcy Creditors' Service, Inc., 609/392-0900)


LD BRINKMAN: Bringing-In Arter & Hadden as Bankruptcy Attorneys
---------------------------------------------------------------
L.D. Brinkman Holdings, Inc., and its debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the Northern
District of Texas to employ Arter & Hadden LLP as their
bankruptcy counsel.

The Debtors believe that this bankruptcy case will involve
numerous issues requiring them to retain counsel to advise it on
various bankruptcy, corporate, tax, transactional and
contractual matters related to both the non-operating parent and
Brinkman.  Further, the Debtors contemplate that they have
complicated financing transactions and bank credit facilities
requiring substantial analysis and skill.  Consequently, the
Debtors are in need of counsel who:

     i) is willing to undertake this representation,

    ii) has sufficient expertise and capacity to handle the
        representation, and

   iii) does not have a conflict of interest in representing the
        Debtors in these matters.

The Debtors believe that Arter & Hadden is well qualified to
render the necessary legal services, which the Debtors require.

The attorneys who will have primary responsibility for this
representation, and their hourly billing rates are:

          Partners
          --------
          Marci Romick Weissenborn      $350 per hour
          Micheal W. Bishop             $295 per hour
          Glenn A. Portman              $325 per hour
          Herbert J. Giles              $295 per hour

          Associates
          ----------
          Bridget Martin Ziegler        $165 per hour
          
As Counsel, Arter & Hadden will:

     a) advise and consult with the Debtors concerning:

          i) the issues related to all facets of the Debtors'
             bankruptcy cases, business, contracts and
             litigation issues,

         ii) all legal questions arising as to corporate, tax,
             transactional and regulatory matters related to the
             bankruptcy cases and transactional issues and

        iii) assisting the Debtors in negotiating and
             documentation of transactions as requested by
             Debtors during their bankruptcy cases, including
             all appropriate sales of assets or properties;

     b) assist the Debtors in performing their duties pursuant
        to Section 521 of the Code, assist the Debtors in filing
        their cases and preparation of their schedules, assist
        the Debtors in operating their businesses under Chapter
        11 of the Bankruptcy Code, prepare and propose a
        Disclosure Statement, prepare and propose a Plan of
        Reorganization and litigating appropriate adversary
        proceedings and claims against the Debtors;

     c) negotiate of any cash collateral usage arrangements
        and/or financing transactions during the Debtors'
        bankruptcy case;

     d) assist the Debtors in the formulation of a disclosure
        statement and a plan of reorganization;

     e) serve as corporate counsel, as necessary, in all
        regulatory and other issues as necessary or appropriate;

     f) serve as litigation counsel respecting all pending and
        potential additional litigation as may be necessary and
        appropriate;

     g) consult and litigate regarding certain claims issues,
        executory contracts, contested matters and other issues
        as may be necessary or appropriate; and

     h) perform any and all other legal services for the Debtors
        under its employment which are necessary and appropriate
        to faithfully discharge its duties to the debtor-in-
        possession which are approved by the Debtors.

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.


LEAP WIRELESS: Files First Amended Plan and Disclosure Statement
----------------------------------------------------------------
Leap Wireless presents the Court its First Amended Plan of
Reorganization and Disclosure Statement.

The material modifications to the Plan include:

    A. The global settlement of all Intercompany Claims and
       Litigation Claims provides that on the Effective Date, or
       as soon thereafter as practicable, the Holders of Old
       Vendor Debt Claims will receive from Cricket, on a Pro
       Rata basis, 96.5% of the New Leap Common Stock and New
       Senior Notes aggregating $350,000,000 in principal
       amount.

    B. On the Initial Distribution Date, and notwithstanding the
       occurrence of the Effective Date, Holders of Allowed Leap
       General Unsecured Claims, including the Holders of Old
       Leap Notes, will receive, on a Pro Rata basis, beneficial
       interests in the Leap Creditor Trust and the Leap General
       Unsecured Claim Cash Distribution.  Leap will also
       transfer the 12-1/2% Senior Secured Claim Distribution of
       $200,000, on a Pro Rata basis, to the Holders of the 12-
       1/2% Senior Secured Claims.

    C. On the later of the Effective Date and the Initial
       Distribution Date, Reorganized Leap will transfer to the
       Leap Creditor Trust the Leap Creditor Trust Assets and
       3.5% of the New Leap Common Stock.

    D. After satisfaction of all Allowed Administrative Claims
       and Priority Claims against Leap, any remaining Cash held
       in reserve by Leap will be distributed to the Leap
       Creditor Trust.  If any Leap Creditor Trust Assets are
       monetized on or after the Initial Distribution Date but
       prior to the Effective Date, these amounts will be
       transferred to the Leap Creditor Trust immediately after
       monetization. Holders of Old Leap Common Stock will
       receive nothing on account of their Interests.

    E. The Holders of Old Vendor Debt hold valid, perfected and
       duly enforceable security interests in all of the stock
       and assets of the License Holding Companies, the assets
       of CCH, the stock and assets of Cricket and the stock and
       assets of the Property Holding Companies.  The only
       assets available to Holders of Old Leap Notes are the
       Leap General Unsecured Claim Cash Distribution and those
       assets that will be transferred to the Leap Creditor
       Trust for the benefit of these Holders pursuant to the
       Plan.  There are no material assets available for any
       Holders of Unsecured Claims against Cricket, the License
       Holding Companies, the Property Holding Companies or the
       Other Subsidiaries.  As a result, 96.5% of the New Leap
       Common Stock will be contributed by Leap to CCH and by
       CCH to Cricket, and then distributed to the Holders of
       Old Vendor Debt.  All New Cricket Common Stock and New
       Other Subsidiary Common Stock will be held directly by
       Reorganized Leap for the benefit of the Holders of New
       Leap Common Stock.  Leap also will contribute to CCH and
       CCH will contribute to Reorganized Cricket all of the New
       License Holding Company Common Stock.  As a result,
       Reorganized Cricket will hold directly all New License
       Holding Company Common Stock and New Property Holding
       Company Common Stock.  The issuance of all of the stock
       does not reflect any so-called "new value" plan; instead,
       the issuance reflects the economic realities of these
       Chapter 11 Cases.  In other words, if the Holders of Old
       Vendor Debt foreclosed on their collateral, the
       Holders would own the Old License Holding Company Common
       Stock, the Old Cricket Common Stock and the Old Property
       Holding Company Common Stock.  Moreover, the Intercompany
       Releases provided on account of Intercompany Claims do
       not take any value away from any Holder of a Claim
       against or Interest in Cricket, the License Holding
       Companies or the Property Holding Companies because any
       Intercompany Claims are pledged to the Holders of Old
       Vendor Debt and any recovery thereon would inure solely
       to the benefit of these Holders.

    F. On the Effective Date, or as soon as practicable
       thereafter, the Holder of Leap Class 1A GLH Claim will
       receive the GLH Collateral.

    G. On the Initial Distribution Date, or as soon as
       Practicable thereafter, each Holder of Leap Class 1B 12-
       1/2% Senior Secured Claim will receive, in full
       satisfaction, settlement, release and discharge of and in
       exchange for its Claim, on a Pro Rata basis, the 12-1/2%
       Senior Secured Claim Distribution.

    H. On the Initial Distribution Date, or as soon as
       practicable thereafter, Leap will transfer the Collateral
       securing the Class 2A Other Secured Claim to the Holder
       of the Class 2 Claim.

    I. On the Initial Distribution Date, each Holder of an
       Allowed Leap Class 4 Claim will, in full satisfaction,
       settlement, release and discharge of and in exchange for
       the Claim, receive this treatment: a Pro Rata share of
       the beneficial interests in the Leap Creditor Trust and
       the Leap General Unsecured Claim Cash Distribution.  On
       the Effective Date, Reorganized Leap will transfer to the
       Leap Creditor Trust the Leap General Unsecured Claim
       Equity Distribution and the Leap Creditor Trust Assets.  
       After satisfaction of all Allowed Administrative Claims
       and Priority Claims, any remaining Cash held in reserve
       by Leap will be distributed to the Leap Creditor Trust.  
       If any Leap Creditor Trust Assets are monetized on or
       after the Initial Distribution Date but prior to the
       Effective Date, these amounts will be transferred to the
       Leap Creditor Trust immediately after monetization.

    J. Each Other Subsidiaries Allowed Secured Claim in Class 1
       Other Secured Claims will, in full satisfaction,
       settlement, release, discharge of and in exchange for
       such Claim, be treated as: The Other Subsidiary will
       transfer the Collateral securing the Class 1 Claim to the
       Holder of the Class 1 Claim.

A free copy of the Debtors' First Amended Reorganization Plan is
available at:

    http://bankrupt.com/misc/216_FirstAmendedPlan.pdf

A free copy of the Debtors' First Amended Disclosure Statement
is available at:

http://bankrupt.com/misc/216_FirstAmendedDisclosureStatement.pdf  

(Leap Wireless Bankruptcy News, Issue No. 5; Bankruptcy
Creditors' Service, Inc., 609/392-0900)  


LODGENET ENTERTAINMENT: S&P Rates Proposed $185M Sub Notes at B-
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
LodgeNet Entertainment Corp.'s proposed $185 million senior
subordinated notes due 2013. The notes are issued under
LodgeNet's $225 million shelf registration filed May 2002. All
existing ratings, including the 'B+' long-term corporate credit
rating, are affirmed. The outlook remains stable.

Proceeds will be used to repay the company's $150 million 10.25%
senior notes due 2006, reduce outstanding revolving credit
borrowings, and pay related fees and expenses. The Sioux Falls,
S.D.-based firm is one of two dominant providers of interactive
television to the lodging industry in the U.S. and Canada.
Services include on-demand movies, video games, music, Internet-
access, and video-based bill review and checkout. Pro forma for
the new notes, LodgeNet will have about $365 million in debt.

"The refinancing does not materially change LodgeNet's credit
profile, although it modestly improves its maturity structure by
deferring the maturity of virtually all of its bonds," said
Standard & Poor's credit analyst Steve Wilkinson. "The
transaction also automatically pushes out the maturity of
LodgeNet's bank loan by two years to Aug. 29, 2008. In addition,
the company is amending its bank agreement to relax and defer
the scheduled tightening of its total leverage test, which
should help it maintain covenant compliance and borrowing access
under its revolving credit facility," the analyst continued.

The ratings reflect LodgeNet's high leverage, its historically
negative discretionary cash flow, weak lodging demand, and the
limited long-term growth potential of this market niche. These
concerns are balanced by its good market position, solid
margins, improving--although still negative--discretionary cash
flow, and the relative stability provided by long-term
contracts.

LodgeNet's revenue and EBITDA growth remain restrained by low
hotel occupancy rates. Even so, its growing base of rooms served
and increased penetration of its more profitable digital system
continue to drive small but steady increases. These factors
should allow for continued modest profit growth, notwithstanding
the soft lodging environment and uncertain prospects for near-
term improvement. EBITDA and margins have also suffered slightly
from bringing its TV-Internet business back in-house following
the August 2002 dissolution of its InnMedia joint venture, which
is now operating near breakeven. LodgeNet's decision to curtail
capital expenditures in late 2002 and early March 2003 has
reduced borrowing requirements and pressure on credit measures.
Credit measures, pro forma for the refinancing, remain
comfortable for the rating with debt to EBITDA of about 4.5x and
EBITDA coverage of interest expense of about 2.4x. Key credit
measures should improve gradually over time due to LodgeNet's
steadily growing EBITDA and reduced reliance on debt to fund
growth. Even so, the proposed relaxation of its maximum total
leverage covenant, from 4.5x to 5.0x with gradual step-downs, is
essential to avoiding covenant violations.

The stable outlook reflects Standard & Poor's comfort with the
company's ability to reduce its discretionary cash flow deficit
and maintain covenant compliance. The outlook could be revised
to negative if it becomes clear that LodgeNet will not be able
to gradually improve its cash flow and key credit measures.


LODGENET ENTERTAINMENT: Issuing $185MM Senior Subordinated Notes
----------------------------------------------------------------
LodgeNet Entertainment Corporation (Nasdaq: LNET) plans to sell
up to $185 million of senior subordinated notes pursuant to an
effective shelf registration statement on file with the
Securities and Exchange Commission.  LodgeNet expects to use
substantially all of the net proceeds of the offering to repay
outstanding indebtedness.

Bear, Stearns & Co. Inc. will act as sole book running manager
of the offering.  In addition, UBS Warburg and CIBC World
Markets will be co-managers.

When available, copies of the preliminary prospectus supplement
relating to the offering may be obtained from Bear, Stearns &
Co. Inc., 383 Madison Avenue, New York, New York 10179; (212)
272-2000.

LodgeNet Entertainment Corporation is a broadband, interactive
services provider which specializes in the delivery of
interactive television and Internet access services to the
lodging industry throughout the United States and Canada as well
as select international markets.  These services include on-
demand digital movies, digital music and music videos,
Nintendo(R) video games, high-speed Internet access and other
interactive television services designed to serve the needs of
the lodging industry and the traveling public. As one of the
largest companies in the industry, LodgeNet provides services to
more than 960,000 rooms in more than 5,700 hotel properties
worldwide. LodgeNet is listed on NASDAQ and trades under the
symbol LNET.

As of March 31,2003, LodgeNet Entertainment Corporation records
a total shareholders' equity deficit of about $108,641,000
compared to $101,304,000 in December 31,2002.


LODGENET ENTERTAINMENT: Commences Tender Offer for 10.25% Notes
---------------------------------------------------------------
LodgeNet Entertainment Corporation (Nasdaq: LNET) commenced a
cash tender offer and consent solicitation for all of its
$150,000,000 outstanding principal amount of its 10-1/4% Senior
Notes due 2006. The total consideration to be paid for each
validly tendered Note will be equal to $1,026.88 per $1,000
principal amount of the Notes, plus any accrued and unpaid
interest on the Notes up to, but not including, the date of
payment.

The total consideration includes a consent payment of $20.00 per
$1,000 principal amount of Notes, payable only to holders who
tender their Notes and validly deliver their consents prior to
the consent date.  Holders who tender their Notes after the
consent date will receive the total consideration less the
consent payment of $20.00, or $1,006.88 per $1,000 principal
amount of the Notes.

In conjunction with the tender offer, consents are being
solicited to effect certain proposed amendments to the Indenture
governing the Notes. Among other things, these amendments would
eliminate substantially all of the Indenture's restrictive
covenants and would amend certain other provisions contained in
the Indenture, including reduction of the notice period  
necessary for a redemption of the Notes to three business days
from thirty calendar days.  Adoption of the proposed amendments
requires the consent of the holders of at least a majority of
the principal amount of the Notes outstanding. Holders who
tender their Notes will be required to consent to the proposed
amendments and holders may not deliver consents to the proposed
amendments without tendering their Notes in the tender offer.

The tender offer is conditioned upon, among other things, the
receipt of consents necessary to adopt the proposed amendments
and the completion by LodgeNet of certain related financing
transactions.

The consent solicitation will expire at 5:00 p.m., New York City
time, on June 11, 2003, unless terminated or extended.  The
tender offer will expire 12:00 Midnight, New York City time, on
June 30, 2003, unless terminated or extended.  Notes validly
tendered prior to the consent date may not be withdrawn and
consents may not be revoked after the consent date.  Notes
tendered after the consent date may be withdrawn at any time
before the expiration date of the tender offer.

Bear, Stearns & Co. Inc. is acting as the exclusive dealer
manager and solicitation agent for the tender offer and the
consent solicitation.  The depositary for the tender offer is
HSBC Bank USA.  The tender offer and consent solicitation are
being made pursuant to an Offer to Purchase and Consent
Solicitation Statement dated June 3, 2003, and a related Letter
of Transmittal and Consent, which more fully set forth the terms
and conditions of the tender offer and consent solicitation.

Questions regarding the tender offer and consent solicitation
may be directed to Bear, Stearns & Co. Inc., Global Liability
Management Group at (877) 696-2327.  Requests for copies of the
Offer to Purchase and Consent Solicitation Statement and related
documents may be directed to D. F. King & Co., Inc., at (212)
269-5550.

LodgeNet Entertainment Corporation is a broadband, interactive
services provider which specializes in the delivery of
interactive television and Internet access services to the
lodging industry throughout the United States and Canada as well
as select international markets.  These services include on-
demand digital movies, music and music videos, Nintendo(R) video
games, high-speed Internet access and other interactive
television services designed to serve the needs of the lodging
industry and the traveling public.  As one of the largest
companies in the industry, LodgeNet provides services to more
than 960,000 rooms in more than 5,700 hotel properties
worldwide.  LodgeNet is listed on the NASDAQ and trades under
the symbol LNET.


LTV CORP: Copperweld Wants Nod to Extend DIP Maturity & Pay Fees
----------------------------------------------------------------
The Copperweld Debtors and Welded Tube Holdings, Inc., and each
of their subsidiaries that are Debtors in these cases ask Judge
Bodoh authorize the Copperweld Debtors to:

        (a) extend the maturity date for the Copperweld DIP
            Facility;

        (b) sign the terms of the Third Amended to the DIP
            Facility; and

        (c) pay the fee charged by the Copperweld DIP Lenders
            for granting the extension of the maturity date
            for the Copperweld DIP Facility.

Joshua M. Mester, Esq., at Hennigan Bennett & Dorman LLP, in Los
Angeles, California, acting as Special Financing Counsel for the
Copperweld Debtors, recounts that the Copperweld Debtors sought
and obtained Court approval of their $300,000,000 senior secured
postpetition financing facility provided by GE Capital
Corporation and the Copperweld Debtors' prepetition term lenders
pursuant to that certain Senior Secured Super-Priority Debtor-
in-Possession Credit Agreement dated as of May 16, 2002.

The purpose of the Copperweld DIP Facility was to "roll-over"
existing prepetition secured term loans and provide $106,000,000
revolving line of credit.  On May 16, 2002, the Copperweld
Debtors and the Copperweld DIP Lenders closed the Copperweld DIP
Facility and the Copperweld DIP Lenders funded the loans.  Under
the Credit Agreement, the Copperweld DIP Lenders' Commitments to
provide funding under the Copperweld DIP Facility terminates on
the earliest to occur of several events or the one-year
anniversary of the closing date of the Copperweld DIP Facility.  
The one-year anniversary of the closing date occurred on
May 16, 2003.

                  The Need for Extension of the
                 Postpetition Financing Facility

The Copperweld Debtors have met frequently with the Copperweld
Lenders, and the agents under the Copperweld DIP Facility, to
discuss the extension of the Commitments under the Copperweld
DIP Facility.  Those negotiations have resulted in the Third
Amendment to the Copperweld DIP Facility.  The Third Amendment
is the product of arm's-length, good faith negotiations.  
Because the Third Amendment extends the maturity date for the
obligations of the Copperweld DIP Facility, each Copperweld DIP
Lender must consent to the terms of the Third Amendment.
Although not all of the Copperweld DIP Lenders have executed the
Third Amendment, and there is no assurance that all the lenders
will agree to the extension, the Copperweld Debtors and GECC
have held numerous discussions with all of the Copperweld DIP
Lenders and are working diligently to obtain these consents as
expeditiously as possible.

Absent approval of the Third Amendment to the Credit Agreement,
the Copperweld DIP Lenders' Commitments will terminate and the
obligations under the Copperweld DIP Facility will become due
and payable immediately.  The Copperweld Debtors thus have an
immediate need to continue to borrow funds to finance operations
pending a reorganization of the Copperweld Entities' assets.

    Summary of the Terms of the Extension of the Commitment

A. Extension of the Term of the Commitment:  The Third Amendment
    provides for the extension of the Commitments from
    May 16, 2003 to and including December 16, 2003.  During
    this time, Copperweld will continue to work toward
    restructuring its affairs.

B. Scheduled Commitment Reduction:  The Copperweld Debtors may
    hold claims against the LTV Corporation, and its
    subsidiaries.  Copperweld has agreed to use up to the first
    $20,000,000 it receives on account of any such claims to
    repay the obligations under the Copperweld DIP Facility and
    permanently reduce the Revolving Loan Commitment by those
    amounts.  However, the Revolving Loan Commitment will not be
    permanently reduced by more than $20,000,000 on account of
    any such repayments.

C. New or Amended Covenants:  Because the Commitments were
    originally scheduled to terminate on May 16, 2003, the
    Credit Agreement did not contain financial covenants beyond
    the stated maturity date.  Accordingly, the Copperweld
    Debtors and the Lenders have agreed to a new set of
    Financial covenants, based upon minimum levels of EBITDA
    (earnings before interest, taxes, depreciation, and
    amortization), commencing with the Copperweld Debtors'
    performance as of May 1, 2003.

D. Plan of Reorganization:  The Copperweld Debtors have agreed
    to meet certain benchmarks with respect to a plan of
    reorganization.  Specifically, the Copperweld Debtors have
    agreed to file a plan of reorganization and disclosure
    statement describing such plan of reorganization with the
    Court on or before August 4, 2003 and request that the
    Court commence a hearing on such disclosure statement no
    later than September 9, 2003.

E. Fees:  The Third Amendment provides that upon the execution
    of the Third Amendment, the Copperweld Debtors will pay a
    fee for the extension of the Termination Date for the
    Commitments equal to 0.75 % of the total Commitments as of
    May 12, 2003, or approximately $2,250,000.

One third of the Extension Fee -- $750,000 -- will become
payable immediately upon execution of the Third Amendment.  The
remaining portion of the Extension Fee will be payable upon the
earlier to occur of the Copperweld Debtors' receipt of payments
on account of its intercompany claims or June 30, 2003.

In addition, a portion of the Extension Fee will be credited to
the closing costs of any exit financing facility provided by
GECC pursuant to a plan of reorganization.  As much as $265,000
of the Extension Fee may be credited to future closing costs for
an exit financing facility depending on the amount of closing
costs, identity of the lenders, and commitments of each lender
for the existing facility.

The Copperweld Debtors are also requesting final approval of the
portion of the Extension Fee that is due and payable immediately
upon the execution of the Third Amendment, and interim approval
of the remainder of the Extension Fee.

The Copperweld Debtors have concluded, in their sound business
judgment, that continued access to the financing provided by the
Copperweld DIP Facility is necessary to facilitate an effective
reorganization of the Copperweld Debtors.  The terms of the
Third Amendment are fair and reasonable, reflect the Copperweld
Debtors' exercise of prudent business judgment consistent with
their fiduciary duties, and are supported by reasonably
equivalent value and fair consideration.  The Third Amendment
has been negotiated in good faith and at arms' length among the
Debtors, the Copperweld Agent, and the Lenders.

               Court Issues Interim Order

On an interim basis, Judge Bodoh approves the Extension Fee and
the extension of the Maturity Date of the DIP Financing as set
out in the Third Amendment.  The Court will convene the Final
Hearing on the Debtors' request on June 3, 2003.

           Noteholders' Committee Reserves Rights

According to James G. McLean, Esq., at Manion McDonough & Lucas
PC, in Pittsburgh, Pennsylvania, the Official Committee of
Noteholders recognizes the necessity for an extension of the
Copperweld DIP Facility's maturity past its current expiration
date.  If the Copperweld Facility is not extended, the
Copperweld Debtors would be immediately liable for repaying
approximately $262,000,000 to GECC, likely forcing the
liquidation of these Debtors.

The Noteholders' Committee reserves all rights to object to any
final relief that the Copperweld Debtors may seek in connection
with the Third Amendment as the Committee has not had a
sufficient opportunity to review and consider the
appropriateness of the terms of the Third Amendment and the form
of a proposed final order to approve this Amendment. (LTV
Bankruptcy News, Issue No. 49; Bankruptcy Creditors' Service,
Inc., 609/392-00900)


MAGELLAN HEALTH: Intends to Amend Vendor Participation Agreement
----------------------------------------------------------------
On October 1, 2001, Blue Cross and Blue Shield of Arizona, Inc.
entered into a Vendor Participation Agreement with Arizona
Biodyne, Inc., a non-Debtor wholly owned subsidiary of Magellan
Health Services, Inc. The amendment dated January 1, 2002
contains rate adjustments in respect of Arizona Biodyne's
provision of administrative services under the Agreement.  Blue
Cross and Blue Shield Arizona is a licensed hospital, medical,
and dental service corporation that operates a health care
services organization.

Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that pursuant to the Agreement, Arizona Biodyne
manages the provision of mental health and substance abuse
health care services in accordance with the coverage provided by
Blue Cross and Blue Shield Arizona to subscribers of its health
care plans.  Arizona Biodyne is required to establish a network
of health care providers throughout the State of Arizona in
connection with the provision of the services.  In return,
Arizona Biodyne is reimbursed for the provision of services to
Blue Cross and Blue Shield Arizona customers.

On January 15, 2003, pursuant to the terms of the Agreement,
Blue Cross and Blue Shield Arizona delivered to Arizona Biodyne
a notice of termination, wherein Blue Cross and Blue Shield
Arizona terminated the Agreement, effective June 15, 2003.  
Since delivery of the Termination Notice, Blue Cross and Arizona
Biodyne have engaged in negotiations concerning further amending
the Agreement and extending the term of the Agreement beyond
June 15, 2003.

Effective after Bankruptcy Court approval, Mr. Karotkin states
that the Agreement would be extended through April 30, 2004,
subject to the terms and conditions of the Amendment.  In
addition to the extension, Blue Cross and Blue Shield Arizona
and Arizona Biodyne have agreed to modify the reimbursements
made to Arizona Biodyne for treatments made to customers, set
forth termination events, and address the rights of Blue Cross
and Blue Shield Arizona with respect to tangible and intangible
property of the Debtors' estates which are related to Arizona
Biodyne's performance of the Agreement.

The Debtors believe that Arizona Biodyne, as a non-Debtor, may
enter into the Amendment without authorization from the Court.
However, certain obligations under the Amendment may only be met
by the Debtors.  Specifically, under the Amendment, the Debtors
are required to waive certain non-compete provisions contained
in the employment agreement of Dr. John Goula, Ph.D., an
employee of Magellan.  Further, after the occurrence of a
termination event under the Amendment or the Agreement, Blue
Cross and Blue Shield Arizona is authorized to hire employees of
Magellan who provide services for Arizona Biodyne.  Finally, the
Debtors are also required to provide Blue Cross and Blue Shield
Arizona proprietary information in respect of terms and
conditions of agreements made by Arizona Biodyne and its
healthcare providers.

Also, the Amendment itself requires the Company to obtain an
order from the Bankruptcy Court:

    1. authorizing the Debtors to direct Arizona Biodyne, as a
       wholly owned subsidiary of Magellan, to enter into this
       Amendment and all transactions contemplated;

    2. approving under Section 363 of the Bankruptcy Code:

       a. the disclosure of certain provider pricing information
          to Blue Cross pursuant to the Amendment;

       b. the waiver of certain non-compete restrictions and
          other prohibitions in respect of John Goula if Dr.
          Goula is hired by Blue Cross and Blue Shield Arizona;
          and

    3. finding that the transactions contemplated by the
       Amendment are fair, equitable and fully authorized; that
       a good business reason exists for consummating the
       transaction; the transaction is in good faith; and the
       transaction is beneficial to the Debtors' estates and
       their creditors.

Accordingly, the Debtors sought and obtained the Court's
authorization for Magellan to direct Arizona Biodyne to enter
into the Amendment and approve the Amendment pursuant to Section
363 of the Bankruptcy Code.

The salient terms of the Amendment are:

    A. Additional Reporting: Arizone Biodyne or Magellan, as
       applicable, will provide these reports and information to
       Blue Cross and Blue Shield Arizona in addition to the
       reports required in the Agreement:

       1. specific pricing and form provider contracts upon
          execution of the extension.

          a. Blue Cross and Blue Shield Arizona will keep
             Arizona Biodyne's provider pricing and contract
             terms confidential.  Blue Cross and Blue Shield
             Arizona may only use the pricing and contract terms
             to contract with providers in the event of a
             material breach in the claims processing
             obligations of Arizona Biodyne under the Agreement.  
             The parties acknowledge, however, that Arizona
             Biodyne's provider pricing information will become
             part of Blue Cross and Blue Shield Arizona's
             general knowledge and may affect Blue Cross and
             Blue Shield Arizona's own provider contract
             negotiations.

       2. pre-certification/authorization files for Blue Cross
          and Blue Shield Arizona Subscribers on a weekly basis
          until Magellan confirms a plan of reorganization that
          provides for the Debtors to emerge as a going concern;
          thereafter, the information will be provided on a
          monthly basis.

       3. copies of Vendors internal Blue Cross and Blue Shield
          Arizona specific quality improvement databases on a
          monthly basis.

       4. access to Arizona Biodyne's medical policies after
          execution of the Amendment, and thereafter the updates
          as they are made.  Blue Cross and Blue Shield Arizona
          will only utilize the medical policies to the extent
          necessary to pay claims or provide services to
          Subscribers in the event of a material breach of the
          claims processing obligations of Arizona Biodyne under
          the Agreement.  Blue Cross and Blue Shield Arizona
          will not disclose any medical policies to any third
          parties except:

          a. as may be necessary to comply with applicable law
             or regulation; or

          b. to the extent that the policy is made available by
             Arizona Biodyne to the general public.

       5. weekly claims aging report to Blue Cross and Blue
          Shield Arizona during the term of the Agreement.

    B. Term: The term of the Agreement, as amended by the
       Amendment, will continue from May 1, 2003 through
       April 30, 2004.  At the end of the term, if the parties
       desire, the parties will either negotiate a new contract
       or an amendment to the Agreement.

    C. Additional Termination Events: Blue Cross and Blue Shield
       Arizona may terminate the Agreement after written notice
       to Arizona Biodyne if any of these events occurs:

       1. Magellan or Arizona Biodyne ceases to operate;

       2. the Debtors file a motion to convert their Chapter 11
          cases to cases under Chapter 7 of the Bankruptcy Code;

       3. the Debtors' Chapter 11 cases are otherwise converted
          to cases under Chapter 7 of the Bankruptcy Code;

       4. the Bankruptcy Court will enter a final order
          appointing a trustee, responsible officer or an
          examiner with powers beyond the duty to investigate
          and report, as set forth in Sections 1106(a)(3) and
          (4) of the Bankruptcy Code;

       5. Magellan contracts to sell, or otherwise seeks
          authority from the Bankruptcy Court to sell, all or
          substantially all of the assets of Arizona Biodyne; or

       6. Magellan seeks authority from the Bankruptcy Court to
          sell more than 50% of its equity interest in Arizona
          Biodyne.

    D. Material Breach by Blue Cross and Blue Shield Arizona: In
       the event that Arizona Biodyne is prevented from
       fulfilling any of its obligations under the Agreement
       because of any material breach of the Agreement by Blue
       Cross and Blue Shield Arizona, then the failure will not
       be deemed to be a material breach of the Agreement and
       Arizona Biodyne will be excused from the non-performance.

    E. Effect of Termination: In the event of a material breach
       of the Agreement by Arizona Biodyne that is not cured in
       accordance with the terms of the Agreement or if the
       Agreement expires or is terminated, Arizona Biodyne will
       reroute or assign Arizona Biodyne's toll free numbers
       currently used by Blue Cross Subscribers to Blue Cross
       and Blue Shield Arizona.  If Arizona Biodyne fails to re-
       route or assign the toll free numbers, Blue Cross and
       Blue Shield Arizona will have the right to instruct the
       appropriate telecommunications company to re-route or
       assign the numbers to Blue Cross and Blue Shield Arizona
       immediately. Further, the Debtors will discontinue using
       the Arizona Biodyne name in the state of Arizona and will
       have no objection to Blue Cross and Blue Shield Arizona
       using Arizona Biodyne's name in the state of Arizona.
        
    F. Reimbursement for Covered Services: Arizona Biodyne will
       extend the existing letter of credit amounting to
       $1,214,000 for the period of May 1, 2003 through
       April 30, 2004 and maintain the letter of credit in the
       amount during the term of the Agreement.

    G. Vendor Staff: Arizona Biodyne and the Debtors acknowledge
       and agree that to the extent John Goula had an existing
       covenant not to compete or other prohibition preventing
       him from accepting employment with Blue Cross and Blue
       Shield Arizona, any covenant or other prohibition is no
       longer applicable with regard to Blue Cross and Blue
       Shield Arizona.  If Blue Cross and Blue Shield Arizona
       seeks to hire any Arizona Magellan employees other than
       Dr. Goula, those employees' effective dates of employment
       with Blue Cross and Blue Shield Arizona will be after
       termination or expiration of the Agreement.  In the event
       that Blue Cross and Blue Shield Arizona hires Dr. Goula
       with an employment effective date prior to termination of
       the Agreement, then Magellan will be released from any
       obligation in Section 4.02 of the Agreement to provide
       services to Blue Cross from an office dedicated to Blue
       Cross in Arizona.

The Debtors have determined, in the exercise of their business
judgment, that the Amendment will best serve the Debtors, their
creditors, and all parties-in-interest.  Mr. Karotkin believes
that the Amendment will allow Arizona Biodyne to retain an
important economic relationship with Blue Cross and Blue Shield
Arizona and a valued customer.  Moreover, the terms of the
Amendment are fair and reasonable and do not impose any undue
burdens on the Debtors.  In fact, in the unlikely event Blue
Cross and Blue Shield Arizona has the right to terminate, the
only assets to which it will have access relate solely to
Arizona Biodyne's provision of services to Blue Cross and Blue
Shield Arizona and have no material value to any other party.  
The Debtors believe that the benefits they will realize from the
Amendment, and the extension of the Agreement thereunder,
clearly justify the rights that are being provided to Blue Cross
and Blue Shield Arizona. (Magellan Bankruptcy News, Issue No. 8:
Bankruptcy Creditors' Service, Inc., 609/392-0900)  

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


MAURICE CORP: Dean Bozzano Pleads Guilty to Embezzling $1 Mill.
---------------------------------------------------------------
A Phoenix, Arizona man was convicted Tuesday in federal court of
one count of bankruptcy embezzlement and one count of bankruptcy
fraud, all in connection with his embezzlement of more than $1
million from bankruptcy debtor Maurice Corporation of
Massachusetts.

United States Attorney Michael J. Sullivan and Kenneth Kaiser,
Special Agent in Charge of the Federal Bureau of Investigation
in New England, announced today that DEAN BOZZANO, age 43, of
Phoenix, Arizona, pleaded guilty before U.S. District Judge
Nathaniel M. Gorton to one count of bankruptcy embezzlement and
one count of bankruptcy fraud.

At Tuesday's plea hearing, the prosecutor told the Court that
had the case proceeded to trial the Government's evidence would
have proven that BOZZANO and his company, Magnum Capital, were
authorized by the U.S. Bankruptcy Court in Worcester to act as
the Liquidating Chief Executive Officer of Maurice Corporation,
a Massachusetts business which operated retail clothing stores,
which had filed a bankruptcy petition on June 21, 2000. As the
Liquidating CEO, BOZZANO controlled Maurice Corporation's assets
which were to be used to pay creditors. On fourteen occasions
from November, 2000 through July, 2001, BOZZANO caused a total
of $1,060,000 to be wired from a Maurice Corporation bank
account to an account in Phoenix, Arizona in the name of an
entity owned and controlled by BOZZANO. BOZZANO then used the
funds for personal and business reasons unrelated to Maurice
Corporation. When BOZZANO was terminated as the Liquidating CEO
for Maurice Corporation in January, 2002, he failed to return
any of the funds.

The prosecutor stated further that to conceal his fraudulent
embezzlement scheme, BOZZANO caused monthly operating reports to
be submitted to the U.S. Trustee's Office in Worcester,
Massachusetts and to attorneys representing Maurice Corporation
which failed to disclose the disbursements of the Maurice
Corporation funds from its bank account to the account
controlled by BOZZANO, and also falsely represented the amounts
remaining in the Maurice Corporation bank account.

Judge Gorton scheduled sentencing for September 17, 2003 at 3:00
p.m. BOZZANO faces up to 5 years' imprisonment, to be followed
by 3 years of supervised release, and a $250,000 fine on each of
the two counts of conviction.

The case was investigated by the Federal Bureau of
Investigation, and was referred to the U.S. Attorney's Office by
the U.S. Trustee's Office in Worcester. It is being prosecuted
by Assistant U.S. Attorney Mark J. Balthazard in Sullivan's
Economic Crimes Unit.


MIRANT CORP: S&P Junks Corporate Credit and Debt Ratings at CCC
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating and senior unsecured debt ratings on energy provider
Mirant Corp., and its subsidiaries to 'CCC' from 'B'. The
ratings remain on CreditWatch, but the implications were revised
to developing from negative. The rating action is based on
Mirant's request for a bondholder vote on a prepackaged Chapter
11 reorganization plan and the potential for a bankruptcy filing
if the restructuring offer is unsuccessful.

Atlanta, Georgia-based Mirant has about $9.7 billion in debt,
including lease-related debt.

"The prepackaged bankruptcy plan is a contingency against
Mirant's plan to exchange new secured notes for $950 million in
existing debt. Mirant Americas Generation Inc. (MAG) also has an
offer to exchange $500 million of existing notes, but the offer
does not include a prepackaged bankruptcy plan. The company is
currently negotiating with a bank consortium to refinance $3.45
billion in unsecured debt and the bond exchange is contingent on
bondholder approval and refinancing the bank debt," said
Standard & Poor's credit analyst Terry Pratt.

On May 29, Mirant obtained an extension to July 14 of its waiver
agreement with its banks. The proposed 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 among the holders of the
new notes, the new MAG notes, and the existing bank lenders on
the new credit facilities. They will also be backed by a pledge
of 100% of the stock of certain indirect U.S. subsidiaries of
Mirant and 65% of the stock of certain indirect foreign
subsidiaries of Mirant.

Currently, none of the Mirant or MAG debt that is subject to the
exchange offers and bank negotiations is secured. On May 30, two
of the agent banks on Mirant's bank facilities informed the
company that they do not support sharing first priority liens
with bondholders. Refinancing of the credit facilities requires
the agreement of all of the company's banks. A default under the
terms of its bank agreements would trigger cross-default
provisions in other agreements and accelerate Mirant's payment
obligations on its outstanding debt. The Mirant exchange offer
currently requires holders of 85% 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. When a reorganization plan
is confirmed, all affected creditors are bound by its terms,
whether they voted or not and regardless of whether they voted
in favor or not. The exchange offers will expire on June 27,
2003, unless extended.

Standard & Poor's expects to resolve the CreditWatch in
accordance with the outcome of the exchange offer and pending a
review of the company after a successful debt restructuring. The
rating could be raised after the exchange offer is approved if
the company's credit profile warrants an upgrade. Conversely, if
a bankruptcy filing seems likely, the rating could be lowered.

DebtTraders reports that Mirant Corp.'s 7.900% bonds due 2009
(MIR09USA1) are trading at about 53 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=MIR09USA1for  
real-time bond pricing.


MOLECULAR DIAGNOSTICS: Names Dennis Bergquist as Pres. and CFO
--------------------------------------------------------------
Molecular Diagnostics, Inc. appointed Dennis Bergquist, CPA,
MBA, as the Company's new President and Chief Financial Officer.
Mr. Bergquist has not only been a long-time shareholder of MDI,
but also has an extensive track record of success in leading
companies through the process of restructuring to achieve
profitability via operations and strategic partnerships.

"I believe MDI is truly a diamond in the rough, and as such,
have opted to not only join the Company on a full-time basis,
but to further invest in it as well," stated Mr. Bergquist. I
will be purchasing stock in the open market in the days ahead,
as I believe the current price to be an exceptional opportunity.
I originally invested in the Company based on its vision and
early pre-clinical results of outperforming the Pap test. What I
now know in addition to this is that the Company has an absolute
goldmine of under-valued assets and potential based on the
breadth of its enormous intellectual property portfolio,
existing contracts and relationships, and potential business
opportunities like SAMBA. I believe my skills are a great
compliment to the management team already in place, and with
moderate effort, MDI will emerge from its restructuring to
exceed both the investors and the industry's expectations."

Mr. Bergquist holds an MBA from Cornell University and has
served as an officer for several companies. He has maintained
senior level positions for numerous companies and been
instrumental in their reorganization, profitability growth, and
establishment and management of critical strategic
relationships. Mr. Bergquist has helped raise significant
capital for these companies in the form of institutional equity,
bridge, and senior debt financing.

According to Peter Gombrich, MDI's Chairman, "We really took our
time in bringing a CFO of Dennis' caliber into the management
team. While we had a consultant serving in this capacity for the
past year and half in order to assure the company's compliance
with Federal regulations, finding the right individual with the
experience we require, and the passion for our mission was not
easy. We are ecstatic we were able to find it with an existing
investor, as it truly demonstrates the commitment and confidence
this strategic position demands. Dennis is the right man, at the
right time."

MDI is in the midst of completing a restructuring of its balance
sheet, as well as a refocusing its assets to better align with
its business model. As part of this effort, Mr. Bergquist will
work with Mr. Gombrich and the Company's investment bankers to
immediately complete the Company's fund-raising efforts,
including its current $4 million bridge of which over $2.3
million has already been raised, and the forthcoming $6 million
equity and/or strategic licensing initiative. In the longer
term, he will assume the responsibilities of overseeing the
management of the Company's clinical trials for its
revolutionary InPath(TM) Cocktail-CVX(TM) and Slide Based Tests
for cervical cancer, as well as the integrated efforts stemming
from the different strategic relationships being negotiated by
MDI at this time.

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

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

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


NAVISITE: Launches Collaborative Application Management Platform
----------------------------------------------------------------
NaviSite, Inc. (NASDAQ: NAVI), a leading provider of Application
and Infrastructure Management Services, has introduced its new
Collaborative Applications Management platform, an integral part
of its new line of managed service offerings, called NaviSite
A-Services(SM), which will begin rolling out in the summer of
2003.

Available in three configurations, the CAM platform offers a
previously unseen level of transparency and unique collaborative
features specifically designed to enable System Integrators,
Independent Software Vendors, and Enterprise IT departments to
seamlessly manage complex technology environments and
applications. The first of these offerings, targeted at SIs,
incorporates the operationally efficient processes, management
and monitoring tools, and employee skill sets from recent
NaviSite acquisitions. By utilizing the "best of the best"
portal technology used in Applied Theory's THOMAS, NaviSite's My
NaviSite, and Avasta's My Avasta, CAM enables higher application
availability and customer satisfaction, while decreasing
operational and maintenance costs.

             Collaborative Application Building

CAM provides a seamless run-time monitoring, alert, and
remediation platform for delivering Application Management
services that allow mid-tier SIs and ISVs to expand their
service offerings. By leveraging NaviSite's investment in
technology and processes, and including ongoing application
management services made possible through CAM, smaller providers
are better equipped to effectively compete with major
outsourcing providers for mid-market customers. More than just a
static portal with asymmetric and unilateral communication, the
CAM platform enables corporate IT teams, Systems Integrators,
and NaviSite to collaborate in "near real-time" and coordinate,
communicate, and record complex development schedules, feature
upgrades, break-fixes, and routine maintenance. This
collaborative approach significantly reduces downtime caused by
lack of communication, and enables the SI and NaviSite to
effectively monitor, identify, and remediate any issues, while
tracking and recording any changes made, at any level of the
application stack, for the entire application lifecycle.

"Enterprises looking to outsource application and infrastructure
services are seeking full-service providers that can support
both operational and developmental environments. Service
Providers and System Integrators alike can empower these clients
by providing collaborative access to hosted resources," said Ted
Chamberlin, network analyst, Gartner Inc. "Visionary managed
application providers will understand that monitoring and
management portals are tools that can help them solidify client
relationships."

                      Increased Visibility

While many portals offer static and dated snapshots of data into
the application layer, the SI-CAM not only offers unique and
meaningful run-time operational views of monitoring data across
the application layer, but it allows the SI to drill down into
data, databases, and infrastructure device levels. By offering
these views into core run-book components, CAM creates a
collaborative problem management, event-handling, and
remediation mechanism to proactively troubleshoot or make
changes across the entire system.

"Being able to have a look into the entire product stack and
glean meaningful data from the CAM platform makes managing an
application significantly more efficient. It's the 'one-to-many'
model that smart SIs must employ to compete in the mid-market
arena," said Bryant Gregory, VP of Marketing and Administration
for TITAN Technology Partners, a Charlotte, NC-based integrator
that specializes in Oracle application development.

       Feature Rich Application Development Environment

In addition to the features listed above, NaviSite's CAM
Platform offers several other new features designed to help
efficiently create enhanced managed A-Services offerings.

-- Extended NaviSite Corporate Customer Database including:
   Configuration Items (CI's) for Environments and Applications,
   Monitors, Policies, Events and Service Requests

-- New, detailed web-based views into event by customer,
   environment, applications or device, with indication of
   severity (Critical, Major, Minor, Clear)

-- A unique web-based collaborative interface for problem and
   change management processes and service requests

-- Real Time web-based views to applications, transaction and
   device monitor configurations

-- Web-based views to event handler components: including: event
   description, event escalation/notification/routing, event
   diagnostic, and event remediation

-- A new customer portal interface, which can be customized and
   branded by System Integrators for each customer, that
   presents all the views and monitoring tools listed above as
   data useful to the enterprise

                    NaviSite A-Services

NaviSite A-Services is the family name for a growing line of
managed application services offered by NaviSite. With the CAM
platform, NaviSite partners with leading System Integrators and
Independent Software Vendors to offer this comprehensive suite
of application management, application monitoring and
application hosting services. The first A-services offerings is
scheduled for availability in June 2003.

"The A-services offerings that NaviSite and its partners, like
Titan, will develop on the CAM platform will offer a viable,
real-world solution for enterprises in the mid-market looking to
outsource their applications in a cost effective and
operationally efficient manner," said Arthur Becker, CEO of
NaviSite.

Founded in 1997, NaviSite, Inc, (NASDAQ: NAVI) is a leading
provider of application and infrastructure management services.
Selling to more than 500 customers consisting of mid-market
enterprises, divisions of large multinational companies, and
government agencies, NaviSite offers two distinct product lines:
A-Services, an advanced portfolio of application management,
development, and hosting services; and I-Services, a set of
infrastructure services consisting of colocation hosting,
bandwidth, and content and software delivery. Headquartered in
Andover, MA, NaviSite has offices in Silicon Valley, Virginia
and New York and also owns or operates 13 data centers
throughout the US. For more information, please visit
http://www.NaviSite.com  

NaviSite is headquartered at 400 Minuteman Road, Andover, MA
01810, USA.

                        *    *    *

           Liquidity and Going Concern Uncertainty

As of January 31, 2003, the Company had approximately $11.2
million of cash and cash equivalents, working capital of $2.9
million and had incurred losses since inception resulting in an
accumulated deficit of $366.9 million. NaviSite's operations
prior to September 11, 2002 had been funded primarily by CMGI
through the issuance of common stock, preferred stock and
convertible debt to strategic investors, the Company's initial
public offering during fiscal 2000 and related exercise of an
over-allotment option by the underwriters in November 1999.
Prior to the acquisition by NaviSite of CBTM on December 31,
2002, CBTM had been funded primarily by its parent company,
ClearBlue, through various private investors. For the year ended
July 31, 2002, consolidated cash flows used for operating
activities totaled $27 million and for the six months ended
January 31, 2003 and 2002 consolidated cash flows used for
operating activities totaled $5.1 million and $16.5 million,
respectively.

During the six months ended January 31, 2003, the Company's cash
and cash equivalents decreased by approximately $10.6 million.
Included in this change was approximately $6.8 million in net
cash expenditures that are non-recurring in nature. The $6.8
million in net non-recurring expenditures consists predominantly
of: 1) a $3.2 million payment to CMGI for the settlement of
intercompany balances reached in fiscal year 2002; 2) a $2.0
million purchase of a debt interest in Interliant, Inc.; 3) a
$1.3 million interest payment to ClearBlue related to the $65
million of convertible notes then outstanding (see note 8 for
ClearBlue waiver of interest from December 12, 2002 through
December 31, 2003); 4) a $770,000 payment to purchase directors
and officer's insurance for periods prior to September 11, 2002;
5) a $775,000 unsecured loan to ClearBlue for payroll related
costs; 6) $1.3 million in severance payments; 7) a $600,000
settlement payment with Level 3, Inc.; 8) a $490,000 prepayment
of directors' and officers' insurance; 9) $403,000 in bonuses
related to fiscal year 2002 and 10) a $100,000 payment on behalf
of ClearBlue for legal costs; partially offset by: 1) $2.5
million in customer receipts; 2) a $1.0 million receipt from
Engage Technologies, Inc. related to a fiscal year 2002
settlement; and 3) a $637,000 reduction in restricted cash due
to the decrease in our line of credit.

The Company currently anticipates that its available cash at
January 31, 2003 combined with the additional funds available,
at Atlantic's sole discretion, under the Loan and Security
Agreement between NaviSite and Atlantic, (approximately $5.3
million at February 28, 2003), will be sufficient to meet our
anticipated needs, barring unforeseen circumstances for working
capital and capital expenditures through the end of fiscal year
2003. However, based on our current projections for fiscal year
2004, we will have to raise additional funds to remain a going
concern. The Company's projections for cash usage for the
remainder of fiscal year 2003 are based on a number of
assumptions, including: (1) its ability to retain customers in
light of market uncertainties and the Company's uncertain
future; (2) its ability to collect accounts receivables in a
timely manner; (3) its ability to effectively integrate recent
acquisitions and realize forecasted cash-saving synergies and
(4) its ability to achieve expected cash expense reductions. In
addition, the Company is actively exploring the possibility of
additional business combinations with other unrelated and
related business entities. ClearBlue and its affiliates
collectively own a majority of the Company's outstanding common
stock and could unilaterally implement any such combinations.
The impact on the Company's cash resources of such business
combinations cannot be determined. Further, the projected use of
cash and business results could be affected by continued market
uncertainties, including delays or restrictions in IT spending
and any merger or acquisition activity.

To address these uncertainties, management is working to: (1)
quantify the potential impact on cash flows of its evolving
relationship with ClearBlue and its affiliates; (2) continue its
practice of managing costs; (3) aggressively pursue new revenue
through channel partners, direct sales and acquisitions and (4)
raise capital through third parties.

The Company may need to raise additional funds in order respond
to competitive and industry pressures, to respond to operational
cash shortfalls, to acquire complementary businesses, products
or technologies, or to develop new, or enhance existing,
services or products. In addition, on a long-term basis, the
Company may require additional external financing for working
capital and capital expenditures through credit facilities,
sales of additional equity or other financing vehicles. Its
ability to raise additional funds may be negatively impacted by:
(1) the uncertainty surrounding its ability to continue as a
going concern; (2) the potential de-listing of the Company's
common stock from NASDAQ; (3) its inability to transfer back to
the NASDAQ National Market in the future from the NASDAQ
SmallCap Market; and (4) restrictions imposed on the Company by
ClearBlue and its affiliates. Under our arrangement with
ClearBlue, the Company must obtain ClearBlue's consent in order
to issue debt securities or sell shares of its common stock to
affiliates, and ClearBlue might not give that consent. If
additional funds are raised through the issuance of equity or
convertible debt securities, the percentage ownership of the
Company's stockholders will be reduced and its stockholders may
experience additional dilution. There can be no assurance that
additional financing will be available on terms favorable to the
Company, if at all. If adequate funds are not available or are
not available on acceptable terms, the Company's ability to fund
its expansion, take advantage of unanticipated opportunities,
develop or enhance services or products or respond to
competitive pressures would be significantly limited and,
accordingly, the Company might not continue as a going concern.


NORTHWEST AIRLINES: Facing Suit Filed by Teamsters Local 2000
-------------------------------------------------------------
Teamsters Local 2000, in conjunction with the International
Brotherhood of Teamsters, filed a lawsuit against Northwest
Airlines that would force the company to abide by a 1993
agreement and reimburse Flight Attendants for sacrifices they
made to save the airline from bankruptcy.

The lawsuit was filed in a New York state court and specifically
seeks a declaration and an order requiring Northwest Airlines to
honor an employee stock agreement and repurchase shares
distributed to Flight Attendants in exchange for three years of
wage and benefit concessions.

"Our members lived up to their end of the bargain and we expect
no less from Northwest Airlines," said Mollie Reiley, Local 2000
Trustee, as the lawsuit was being filed.

In 1993, Northwest Airlines sought wage and benefit concessions
from the Flight Attendants and other labor groups. In exchange,
the airline distributed shares to the Flight Attendants in
direct proportion to the wages and benefits that they would have
received. Over the course of three years, Flight Attendants and
other employees made financial sacrifices that saved the airline
approximately $900 million.

Now, the airline's Board of Directors is claiming they have the
right to breach the agreement and refuse payment to these
hardworking men and women for their sacrifices.

According to the complaint filed by the Teamsters, "[t]his
lawsuit is instituted to prevent (Northwest Airlines) from
destroying the value of the Preferred Shares and the related
repurchase obligation and converting the Flight Attendants'
sweat equity into unpaid slave labor."

The complaint also says Northwest's "effort to renege on its
repurchase obligations to the Flight Attendants is particularly
egregious as (the airline) has continued to employ duplicitous
financial manipulations to avoid paying its employees what they
are owed."

Flight Attendants were given a "put" right with respect to any
shares of the Preferred Stock they still hold. A "put" is an
option permitting its holder to sell stock at a fixed price.
Northwest has publicly acknowledged that it is obligated to
repurchase the Flight Attendants' Preferred Shares for cash;
but, at the same time the Board of Directors has made a spurious
claim that it has the right to cause the Company not to do so.

Founded in 1903, the International Brotherhood of Teamsters
represents nearly 50,000 hard working men and women in the
airline industry and more than 1.4 million workers throughout
the United States and Canada. Teamsters Local 2000 represents
over 11,000 Northwest Airlines and Sun Country Flight
Attendants.


NORTHWEST AIRLINES: Comments on Series C Preferred Stock Matter
---------------------------------------------------------------
Northwest Airlines Corporation (Nasdaq: NWAC) made an
announcement with respect to its Series C Preferred Stock
(outstanding amount: $226 million).

The Company issued the Series C Preferred Stock in 1993 to
trusts for the benefit of its employees in connection with labor
cost restructuring agreements between Northwest and its major
unions. The terms of the Series C Preferred Stock establish the
process that the Company is required to go through to determine
how and when the Series C Preferred Stock will be repurchased.
The process requires the Company to choose the form of payment
it intends to use to repurchase the Series C Preferred Stock.
The Company is also required to make a separate decision as to
whether the Company will repurchase the Series C Preferred
Stock.

The purpose of this announcement is to notify the holders that
the Company has chosen the form of payment it would intend to
use. It has elected to use cash, rather than shares of its
common stock. The decision announced today does not mean that
the Series C Preferred Stock will be repurchased by the Company
later this year. Consummation of the repurchase is subject to,
among other things, compliance with corporate law requirements
applicable to the Company. A decision regarding repurchase of
the Series C Preferred Stock will be made by the Company's Board
of Directors on August 1, 2003.

Northwest Airlines, Inc. is the world's fourth largest airline
with hubs at Detroit, Minneapolis/St. Paul, Memphis, Tokyo and
Amsterdam, and approximately 1,500 daily departures. With its
travel partners, Northwest serves nearly 750 cities in almost
120 countries on six continents.

Northwest Airlines Inc.'s 9.875% bonds due 2007 (NWAC07USR2) are
trading at about 72 cents-on-the-dollar, says DebtTraders. See  
http://www.debttraders.com/price.cfm?dt_sec_ticker=NWAC07USR2
for real-time bond pricing.


NRG ENERGY: New Securities to be Issued Under Proposed Plan
-----------------------------------------------------------
Under their proposed Joint Chapter 11 Plan, NRG Energy, Inc.,
and its debtor-affiliates will distribute these new securities
to the holders of Allowed Claims against their estates:

A. New NRG Senior Notes

    The New NRG Senior Notes will:

    (1) be in an initial principal amount of $500,000,000;

    (2) at the option of Reorganized NRG either:

        -- accrue interest commencing on the Effective Date
           payable semiannually in Cash at a rate of 10% per
           annum, or

        -- accrue interest at a rate of 12% per annum payable in
           kind; provided, however, that any interest paid in
           kind will be paid in Cash upon the earlier of the
           fifth anniversary of the Effective Date or the
           maturity date of the New NRG Senior Notes; and

    (3) mature on the seventh anniversary of the Effective Date.

    The New NRG Senior Notes will be issued under the New NRG
    Senior Note Indenture.

B. New NRG Common Stock

    The New NRG Common Stock will consist of 100,000,000 shares
    of new common stock of Reorganized NRG with a par value of
    $0.01 per share.

C. Xcel Note

    The Xcel Note will:

    (1) be a non-amortizing Promissory Note issued by NRG Energy
        to Xcel in an initial principal amount of $10,000,000,

    (2) accrue interest at a rate of 3% per annum, and

    (3) mature two and one-half years after the Effective Date.

D. Exit Facility

    NRG Energy will seek an exit facility on commercially
    reasonable terms up to $500,000,000 to be used primarily as
    a letter of credit facility to replace the Cash that NRG
    Energy is currently reserving to fund working capital and
    meet trading collateral needs. (NRG Energy Bankruptcy News,
    Issue No. 3; Bankruptcy Creditors' Service, Inc., 609/392-
    0900)


ODD JOB STORES: Inks Tender Agreement with Amazing Savings
----------------------------------------------------------
Amazing Savings Holding LLC and Odd Job Stores, Inc.
(Nasdaq:ODDJ) have entered into a definitive Tender Agreement
dated as of June 3, 2003. Pursuant to the Tender Agreement,
Amazing Savings, through a wholly-owned subsidiary, will
commence a tender offer to purchase not less than two-thirds
(2/3) and not more than 96% of the outstanding common shares of
Odd Job at a cash price of $3.00 per share. If the Offer is not
completed within 25 business days after it has been commenced,
Amazing Savings has the right to reduce the offer price to $2.90
per share. In addition, Amazing Savings has the right to reduce
the minimum number of Common Shares purchased to a majority of
the outstanding common shares.

The purchase of shares in the Offer is conditioned upon, among
other things, the valid tender, without withdrawal before the
expiration of the Offer, of the minimum amount of common shares
required under the Tender Agreement and the effectiveness of a
written consent by the requisite number of Odd Job shareholders
that would render the Ohio Control Share Acquisition Law
inapplicable to Odd Job. The Offer is not conditioned on the
receipt of financing; however the Offer is conditioned upon
receipt of a forbearance agreement from Odd Job's lenders to
continue to provide liquidity to the Company under the existing
Credit Facility through August 31, 2003. Under the existing
Credit Facility, a change in control of Odd Job would constitute
a default under the agreement.

Shareholders that own approximately 53% of the common shares
have entered into a Principal Shareholders' Agreement, dated as
of June 3, 2003, with Amazing Savings in which they agreed to
tender their shares into the Offer.

At the time the Offer is commenced, Amazing Savings intends to
file a Tender Offer Statement on Schedule TO with the Securities
and Exchange Commission, which will contain the complete terms
and conditions of the Offer in an offer to purchase, letter of
transmittal and other related materials. Odd Job will be filing
with the SEC a solicitation/recommendation statement relating to
the Offer that will be distributed to Odd Job shareholders with
the tender offer documents. Odd Job shareholders are urged to
read the tender offer documents and the  
solicitation/Recommendation Statement on Schedule 14D-9
carefully when they become available because they will contain
important information. Investors will be able to receive such
documents free of charge at the SEC's Web site,
http://www.sec.govby contacting MacKenzie Partners, Inc., the  
Information Agent for the transaction, at (212) 929-5500 (for
banks and brokers) and for all others call toll free at (800)
322-2885 or by directing a request to Odd Job at 200 Helen
Street, South Plainfield, New Jersey 07080, Attention: Corporate
Secretary.

Amazing Savings is a Delaware limited liability company, which
directly or indirectly owns and operates an upscale close-out
retail business. Amazing Savings commenced operations in 1988.
Amazing Savings' slogan is "quality close-outs at amazing
prices." Amazing Savings operates fourteen (14) stores in New
York, New Jersey and Maryland.

Odd Job is a major regional closeout retail business. It
currently operates a chain of 75 closeout retail stores in New
York, New Jersey, Pennsylvania, Connecticut, Delaware, Ohio,
Michigan and Kentucky.


OFFSHORE LOGISTICS: Corp. Credit Rating Hiked Up a Notch to BB+
---------------------------------------------------------------  
Standard & Poor's Ratings Services raised its corporate credit
rating on helicopter operator Offshore Logistics Inc., to 'BB+'
from 'BB'.

The outlook is stable. The Lafayette, Louisiana-based company
had $250 million of debt outstanding as of March 31, 2003.

"The upgrade of Olog reflects the company's improved financial
profile. During the past six years, Olog has increased its fleet
size by 16% while reducing debt leverage to 40% from 48% in
1998. We expect that management will maintain current leverage
measures," said Standard & Poor's credit analyst Steven K.
Nocar.

"Furthermore, the uprade reflects expectations that the
company's discretionary cash flow will be less volatile as a
result of the consolidation of the helicopter-service industry,"
added Mr. Nocar.

Standard & Poor's also said that the stable outlook reflects its
expectation that Olog will maintain its current financial
profile and will refrain from speculative purchases of new
helicopter assets.

Olog is one of the largest operators in the industry, with a
fleet of about 335 helicopters (including about 163 in the Gulf
of Mexico).


OM GROUP: CFO Miklich Comments on 2nd Quarter 2003 Expectations
---------------------------------------------------------------
OM Group, Inc. (NYSE: OMG) during a conference call Tuesday, to
discuss details of the Company's previously announced sale of
its Precious Metals business, OMG chief financial officer Tom
Miklich commented on the company's expectations for the 2003
second quarter.

Miklich stated, "While the cobalt and Precious Metals business
remain strong, we are contending with the weak dollar and lower
than expected nickel production volumes due to its maintenance
shut-down. The Company now expects its second quarter results
will be in the range of $0.12 - $0.16 per diluted share."

Anyone interested in Mr. Miklich's comments may find a copy of
his talking points and a transcript of the entire call on the
Company's Web site at http://www.omgi.com. A replay of the call  
is available for up to one week at 800-642-1687 (domestic)/ 706-
645-9291 (international) and the ID#1003090.

OM Group, Inc. through its operating subsidiaries, is a leading,
vertically integrated international producer and marketer of
value-added, metal-based specialty chemicals and related
materials.  OMG is a recognized leader in manufacturing products
from base and precious metals and managing metals procurement
related to these activities. The Company supplies more than
1,700 customers in 50 countries with over 3000-product
offerings.

Headquartered in Cleveland, Ohio, OMG operates manufacturing
facilities in the Americas, Europe, Asia, Africa and Australia,
with approximately 5,200 associates worldwide. For additional
information on OMG, visit the Company's Web site at
http://www.omgi.com

                         *   *   *

As reported in Troubled Company Reporter's November 18, 2002,
edition, Standard & Poor's lowered its corporate credit rating
on metal-based specialty chemical and refined metal products
producer OM Group Inc., to 'B+' from 'BB-' based on an expected
diminished business profile following management's announcement
that it was exploring strategic alternatives for its precious
metals operations.

Standard & Poor's said its ratings on OM Group remain on
CreditWatch with negative implications where they were placed
October 31, 2002. Cleveland, Ohio-based OM Group has about $1.2
billion of debt outstanding.


OM GROUP: Rating Implications Positive over Unit's Divestiture
--------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B+' corporate
credit rating on metal-based specialty chemical and refined
metal products producer OM Group Inc., remains on CreditWatch,
where it was placed Oct. 31, 2002. However, Standard & Poor's
said that it has revised the CreditWatch implications to
positive from negative based on the company's plan to divest its
precious metals business.

Cleveland, Ohio-based OM Group had about $1.2 billion of debt
outstanding as of March 31, 2003.

"The revision of the CreditWatch implications follows the
company's definitive agreement to sell its precious metals
business to Umicore S.A. for about $752 million in cash," said
Standard & Poor's credit analyst Wesley E. Chinn. The sale
substantially reduces the size of the company and will result in
reevaluation of OM Group's business profile. Mr. Chinn added,
"The proposed sale is clearly a positive for credit quality
given that net proceeds of about $700 million are being
earmarked for debt reduction."

Standard & Poor's said that it expects to resolve the
CreditWatch in the next few weeks.


OWENS CORNING: Intends to File Secret JV Agreements Under Seal
--------------------------------------------------------------
Owens Corning and its debtor-affiliates ask Judge Fitzgerald for
permission to file:

      (i) a Joint Venture Formation Agreement;
     (ii) a Partners Agreement;
    (iii) a Purchase Agreement;
     (iv) a License And Technical Assistance Agreement;
      (v) a License Agreement;
     (vi) a Administrative Services Agreement; and
    (vii) Related Agreements and Actions

with the Bankruptcy Court under seal and keep those documents
out of public view.  The Debtors do not identify the parties to
these agreements or provide any insight about the underlying
deal.

The Debtors assert that the materials should be kept secret "due
to the nature of the contents of the Motion and the impact the
information could have on Owens Corning, should the Motion and
the information contained in it become public."

J. Kate Stickles, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, explains that the Underlying Motion contains
"extremely sensitive, confidential, commercial information
regarding a series of contemplated transactions.  General
disclosure of the information to all creditors could be
extremely prejudicial to the Debtors' ability to consummate the
transactions at issue."

The Debtors propose to implement these procedures with respect
to this Motion:

    1. The Debtors may file the Motion with the Court under
       seal;

    2. The Debtors will serve a copy of the Underlying Motion on
       the Office of the United States Trustee, counsel to the
       Committees and the Futures Representative, counsel to
       Bank of America, the Debtors' postpetition lender, and
       counsel to Credit Suisse First Boston, as agent with
       respect to that $2,000,000,000 Credit Agreement dated
       June 26, 1997;

    3. Objections, if any, to the Motion will be filed with the
       Court under seal and served on counsel for the Debtors;
       and

    4. The hearing with respect to the Motion will be held in
       camera and will only be attended by those authorized to
       receive the Motion.

The Debtors believe that the Procedures properly balance the
need for confidentiality with creditors' ability to review the
Underlying Motion, by providing that the Office of the United
States Trustee and the Debtors' largest creditors and parties-
in-interest may review same. (Owens Corning Bankruptcy News,
Issue No. 52; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


PACIFICARE HEALTH: Clinches New $300M Sr. Sec. Credit Facilities
----------------------------------------------------------------
PacifiCare Health Systems, Inc. (Nasdaq: PHSY), announced the
closing of its new $300 million senior secured credit
facilities, which consist of a $150 million revolver due in 2006
and a $150 million term loan due in 2008. The company will use
the facilities to re-pay the full $131 million of outstanding
debt under its existing bank facility, and the remainder will be
available for general corporate purposes.

JPMorgan Chase Bank served as Administrative Agent and as
Collateral Agent, J.P. Morgan Securities Inc. and Morgan Stanley
Senior Funding, Inc. served as Co-Lead Arrangers and Joint
Bookrunners, and CIBC World Markets Corp. and Wells Fargo Bank,
N.A. served as Co-Documentation Agents.

PacifiCare Health Systems serves about 3 million health plan
members and approximately 9 million specialty plan members
nationwide, and has annual revenues of about $11 billion.  
PacifiCare is celebrating its 25th anniversary as one of the
nation's largest consumer health organizations, offering
individuals, employers and Medicare beneficiaries a variety of
consumer-driven health care and life insurance products.  
Specialty operations include behavioral health, dental and
vision, and complete pharmacy and medical management through its
wholly-owned subsidiary, Prescription Solutions.  More
information on PacifiCare is available at
http://www.pacificare.com

                       *      *      *

As reported in Troubled Company Reporter's December 4, 2002
edition, Standard & Poor's assigned its 'B' rating to PacifiCare
Health Systems Inc.'s $125 million 3% convertible subordinated
debentures, which are due in 2032 and are being issued under SEC
Rule 144A with registration rights.

Standard & Poor's also revised its outlook on PacifiCare to
stable from negative.


PAMECO CORP: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Pameco Corporation
             3601 White Plains Road
             Bronx, New York 10467
   
Bankruptcy Case No.: 03-13589

Debtor affiliates filing separate chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Pameco Investment Company, Inc.            03-13590

Type of Business: Pameco distributes central air conditioners,
                  heat pumps, and furnaces, as well as walk-in
                  coolers and ice machines.

Chapter 11 Petition Date: May 3, 2003

Court: Southern District of New York (Manhattan)

Judge: Allan L. Gropper

Debtors' Counsel: Joseph Thomas Moldovan, Esq.
                  Morrison Cohen Singer & Weinstein, LLP
                  750 Lexington Avenue
                  New York, NY 10022
                  Tel: (212) 735-8600
                  Fax : (212) 735-8708

Estimated Assets: $10 Million to $50 Million

Estimated Debts: $50 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
INTERNATIONAL COMFORT       Trade debt             $12,104,214
PRODUCTS   
650 Heil Quaker Ave.
P.O. Box 128
Louisburg, TN 37091
Donna Looney
(931) 270-4249

HONEYWELL INTERNATIONAL     Trade debt              $4,264,368
101 Columbia Road
P.O. Box 1053
Morristown, NJ 07962
Garfield Brown
(800) 631-8138

Rheem Manufacturing Co      Trade debt              $1,808,530
5600 Old Greenwood Rd.
Fort Smith, AR 72917-7017
Dean Sharp, Sr. Credit Manager
(479) 648-4771

MUELLER STREAMLINE CO       Trade debt              $1,487,507
8285 Tournament Drive
Memphis, TN 38125
Paige Jones
(901) 759-3241

HEATCRAFT                   Trade debt              $1,128,779
2175 West Park Place Blvd.
Stone Mountain, GA 30087
Barbara Snyder,
Sr. Credit Analyst
(770) 465-5700

ATCO RUBBER PRODUCTS INC    Trade debt              $1,043,372
7107 Atco Drive
Fort Worth, TX 76118
Chip Kirkland
(800) 877-3828

eAIR, LLC                   Trade debt                $885,162
3615 N W 115TH AVE
MIAMI, FL 33178
Olga Villares
(305) 500-9898

OWENS CORNING FIBERGLAS     Trade debt                $732,870
1 Owens Corning Parkway
Toledo, OH 43659
Natalie Dickenson
(302) 999-2070

DUPONT COMPANY              Trade debt                $687,867
Chestnut Run Plaza,
702-2005 C
P.O. Box 80702
Wilmington, DE 19880
Carol Bailey
(302) 999-2070

MOTORS & ARMATURES INC      Trade debt                $542,152
250 Rabro Dr. E
Happaugue, NY 11788
Hazel Hilaire
(800) 445-4155

DIVERSITECH CORP.           Trade debt                $488,200
2530 Lantrac Ct.
Decatur, GA 30035
Charles Lipmnan
(770) 593-0900

ALTAIR INDUSTRIES, INC.     Trade debt                $462,309
The Courtyard
343 Millburn Ave. Suite 201
Millburn, NJ 07041
Bob Kannon
(973) 564-6400

ARMACELL                    Trade debt                $453,172
7600 Oakwood St
Mebane, NC 27392
Michelle Montgamery
(919) 304-8902

HEATCRAFT                                             $410,000
2175 West Park Place Blvd.
Stone Mountain, GA 30087
Barbara Snyder,
Sr. Credit Analyst
(770) 465-5700

RESEARCH PRODUCTS           Trade debt                $401,308
1015 E. Washington Ave
Madison, WI 53703
Sara Knetter
(608) 257-8801

TECUMSEH PRODUCTS COMP.     Trade debt                $320,380
GROUP  
P P.O. 93068
CHICAGO, IL 60673-3068
Lynn Konblauch
(517) 423-8537

A.O. SMITH (EQUIP)          Trade debt                $296,981
12024 COLLECTIONS CTR DR
CHICAGO, IL 60693
(866) 411-5649

HART & COOLEY MFG INC       Trade debt                $294,266
Box 360532
500 East 8th St
Holland, MI 49423
Peter Kleis
(616) 395-2829

THOMAS & BETTS              Trade debt                $267,984
Mail Stop 4C-25
8155 T & B Boulevard
Memphis, TN 38125
Jean Mandelson
(901) 252-8804

M & M MANUFACTURING HOUSTON Trade debt                $249,388


PEM ELECTRICAL: 20 Largest Unsecured Creditors
----------------------------------------------
Debtor: PEM Electrical Corp.
        36-14 32nd Street
        Long Island City, New York 11106

Bankruptcy Case No.: 03-13358

Debtor's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Affiliated Agency, Inc.                               $308,329
255 Executive Dr. Suite 308
Plainview, NY 11803

J.T. Lighting & Power, Inc.                           $305,909
1125 Bishop Lance
Holbrook, NY 11741

GMA Electrical Corp.                                  $269,652
267B McClean Avenue
Staten Island, NY 10305

Putnam Investments-DCPA                               $253,144
IBEW Local 3 Location 35
PO Box 9740
Providence, RI 02940-9740

DBE Electric Corp.                                    $193,134

R/L Lighting Ltd.                                     $135,177

Harry Burwell & Associates                            $111,156

Kennedy Electrical Supply                              $88,545

Liberty Electrical Supply                              $79,343

Grassi & Co., CPA's P.C.                               $66,876

Midtown Electrical Supply Corp.                        $64,118

American Indian Build. & Supply                        $55,233            

ET Systems, Inc.                                       $51,455

Von Rohr Equipment Corp.                               $50,474

United Rentals Aerial Equipment                        $40,725

Tremont Electrical Supply Co. Inc.                     $39,684

Primary Electrical Supply, Inc.                        $38,311

Elektra Federal Credit Union                           $38,195

Captre Electrical Supply                               $36,168

Midway Electric and Data                               $35,970


PENN TRAFFIC: Wants More Time to File Schedules and Statements
--------------------------------------------------------------
The Penn Traffic Company and its debtor-affiliates ask for more
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 tell the U.S. Bankruptcy Court for the Southern District
of New York that they need until July 14 to file these
documents.

The Debtors submit that they are a large enterprise and the task
of compiling their books and records is daunting.  Because of:

     a) the size and scope of the Debtors' business,

     b) the complexity of their financial affairs,

     c) the limited staffing available to perform the required
        internal review of their accounts and affairs, and

     d) the press of business incident to the commencement of
        these cases,

it was impossible for the Debtors to assemble, prior to the
Petition Date, all of the information necessary to complete and
file the Schedules and Statements.

Given the critical matters that the Debtors' limited accounting
staff must address in the early days of these cases, the Debtors
will not be in a position to complete the Schedules and
Statements by the date required by Bankruptcy Rule 1007.

The Penn Traffic Company, one of the leading food retailers in
the Eastern United States, filed for chapter 11 protection on
May 30, 2003 (Bankr. S.D.N.Y. Case No. 03-22945).  Kelley Ann
Cornish, Esq., at Paul Weiss Rifkind Wharton & Garrison,
represent the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$736,532,614 in total assets and $736,532,610 in total debts.


PETALS INC: Brings-In Moses & Singer LLP as Bankruptcy Counsel
--------------------------------------------------------------
Petals, Inc., and its debtor-affiliates ask for authority from
the U.S. Bankruptcy Court for the Southern District of New York
to retain and employ the law firm of Moses & Singer LLP as its
counsel.

Moses & Singer has extensive experience in working with
financially troubled companies, and has represented Chapter 11
debtors in many industries in large complex bankruptcy cases.
The knowledge and depth of experience that Moses & Singer
possesses in complicated bankruptcies is invaluable to the
Debtors. Further, Moses & Singer has the necessary expertise and
knowledge with respect to the general and bankruptcy issues
facing the Debtors in this case.

The attorneys and paralegals currently designated to represent
the Debtors and their current hourly rates are:

          Alan Kolod              $595 per hour
          Mark N. Parry           $495 per hour
          Jeffrey M. Davis        $410 per hour
          Diane Anderson-Bach     $315 per hour
          Deean Fontaine          $145 per hour
          Jessica L. Porter       $160 per hour

The professional services that Moses & Singer, will render to
the Debtors include:

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

     b) assisting the Debtors in maximizing the value of their
        assets for the benefit of all creditors and other
        parties in interest;

     c) pursuing confirmation of a plan or plans of
        reorganization of the Debtors and approval of any
        associated disclosure statements;

     d) commencing and prosecuting any and all necessary and
        appropriate actions or proceedings on behalf of the
        Debtors and the Debtors' estate;

     e) preparing on the Debtors' behalf all necessary and
        desirable applications, motions, answers, orders,
        reports and other legal papers;

     f) appearing in Court to protect the interests of the
        Debtors and the Debtors' estate;

     g) assisting and advising the Debtors with respect to
        general corporate, and bankruptcy issues relating to
        is Chapter 11 case; and

     h) performing all other legal services for the Debtors
        which may be necessary and proper in this Chapter 11
        case and in the Debtors' general business operations and
        financial affairs.

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.


PHOTRONICS: Completes Redemption of Remaining 6% Conv. Sub Notes
----------------------------------------------------------------
Photronics, Inc. (Nasdaq: PLAB), the leading worldwide sub-
wavelength reticle solutions supplier, has completed the
redemption of the remaining $62.1 million outstanding of its 6%
Convertible Subordinated Notes due 2004. Photronics redeemed the
Notes, pursuant to their terms, effective June 1, 2003 at
100.8571% of the principal amount plus accrued interest.  The
total aggregate redemption price for Photronics' 6% Notes due
2004 was $64.5 million, including $1.9 million in accrued
interest.

Sean T. Smith, Chief Financial Officer stated, "The completion
of this redemption is a major step toward the Company increasing
its financial strength and global competitive position.  A
strong balance sheet provides Photronics with the flexibility
needed to address key technology development projects and global
infrastructure investment, as well as being an asset to
strategic partners playing an important role in management's
plans for future growth."

Photronics is a leading worldwide manufacturer of photomasks.  
Photomasks are high precision quartz plates that contain
microscopic images of electronic circuits.  A key element in the
manufacture of semiconductors, photomasks are used to transfer
circuit patterns onto semiconductor wafers during the
fabrication of integrated circuits.  They are produced in
accordance with circuit designs provided by customers at
strategically located manufacturing facilities in Asia, Europe,
and North America.  Additional information on the Company can be
accessed at http://www.photronics.com

As previously reported in Troubled Company Reporter, Standard &
Poor's Ratings Services assigned its 'B' rating to Photronics
Inc.'s $125 million in convertible subordinated notes due 2008.

At the same time, Standard & Poor's affirmed its 'BB-' corporate
credit rating and its other ratings on Photronics. The outlook
is negative.


PRECISE IMPORTS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Precise Imports Corporation, Inc.
        15 Corporate Drive
        Orangeburg, New York 10962

Bankruptcy Case No.: 03-13595

Chapter 11 Petition Date: June 3, 2003

Court: Southern District of New York (Manhattan)

Judge: Stuart M. Bernstein

Debtor's Counsel: Thomas R. Califano, Esq.
                  Piper Rudnick LLP
                  1251 Avenue of the Americas
                  29th Floor
                  New York, NY 10020-1104
                  Tel: (212) 835-6000
                  Fax : (212) 835-6001

Estimated Assets: $10 Million to $50 Million

Estimated Debts: $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Endura                                              $3,317,396    
Bozingenstrasse 9
PO Box 876 CH-2501
Bienne, CH
Switzerland

ASM Aerosol Service                                 $2,208,385
Industriestrasse 11 CH-4313
Mohlin, CH
Switzerland

Wenger SA                                             $589,710
Route De Bale 63 CH-2800
Delemont, CH
Switzerlnad

Safeway Inc.                                          $225,030

Redbox Inc.                                           $199,399

Big Accessories                                       $117,547

Scheider Freight USA, Inc.                            $113,553

Fish & Neave                                           $65,884

Canfield & Tack                                        $60,092

Fragrance & Beauty Svcs.                               $56,776

Pro Unlimited Inc.                                     $50,659

Knobby Krafters                                        $48,219

AT&T                                                   $43,093

Bradford Soap Works                                    $41,246

AT&T                                                   $37,514

Channel Inc.                                           $33,012

Max-Pax                                                $31,928

Onboard Media                                          $30,200

Innovative Plastics                                    $28,511

Club Representatives                                   $26,985


PRINCETON VIDEO: Employing Fox Rothschild as Bankruptcy Counsel
---------------------------------------------------------------
Princeton Video Image, Inc., asks for authority from the U.S.
Bankruptcy Court for the District of New Jersey to employ and
retain Fox Rothschild LLP as its attorneys in this chapter 11
case.

The Debtor choose to employ Fox Rothschild because:

     i) Fox Rothschild has extensive experience end knowledge in
        the field of debtors' and creditors' rights;

    ii) the Debtor believes that Fox Rothschild is well
        qualified to represent the Debtor as Debtor-in-
        possession in this chapter 11 case; and

   iii) Fox Rothschild's bankruptcy and restructuring attorneys
        have developed a familiarity with the Debtor's assets,
        affairs and businesses, having been engaged in April of
        this year.

Fox Rothschild has been engaged as counsel for the Debtor since
April of this year with respect to matters related to the
preparation for the chapter 11 proceedings and the negotiation
and preparation of motions authorizing the sale of substantially
all of the Debtor's assets to PVI Virtual Media Services, LLC,
debtor in possession financing and other first day pleadings.
The Debtor wish Fox Rothschild to 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, motions, 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 statemem(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 any 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.

Hal L. Baume, Esq., a partner of Fox Rothschild reports that the
firm will bill the Debtors at its current hourly rates, which
are:

     Partners, Counsel and          $150 - $500 per hour
        Associates  
     Paralegals, Legal Assistants   $ 70 - $160 per hour
        and Paraprofessionals

Princeton Video Image, Inc., is a leading developer of virtual
image technology that enables the insertion of computer-
generated images into live or pre-recorded video broadcasts.  
The Company filed for chapter 11 protection on May 29, 2003
(Bankr. N.J. Case No. 03-27973).  Hal L. Baume, Esq., and Teresa
M. Dorr, Esq., at Fox Rothschild LLP represent the Debtor in its
restructuring efforts.  When the Company filed for protection
from its creditors, it listed $7,245,504 in total assets and
$13,678,161 in total debts.


RECOTON: Gemini Won't Proceed with Planned Asset Acquisition
------------------------------------------------------------
Gemini Industries, Inc., one of the largest manufacturers and
distributors of consumer electronics accessories, intends to
continue to be aggressive in pursuing opportunities to grow its
business.

Over the past two years, the Company has pursued an aggressive
growth strategy through the introduction of new brands and
product lines, geographic expansion and the acquisition of
Zenith's accessories business in July 2001. Gemini's current
portfolio includes such well-known brands as Philips(R),
Zenith(R), Magnavox(R), Southwestern Bell(R) and For Dummies(R).

Gemini's announcement follows its decision not to increase its
bid, announced on April 17, 2003, to acquire the consumer
electronics accessories business of Recoton Corporation (Nasdaq:
RCOTQ). Recoton filed a voluntary petition to reorganize under
Chapter 11 of the U.S. Bankruptcy Code on April 8, 2003 in the
Southern District of New York and initiated a process to sell
various assets, including its consumer electronics accessories
business, subject to Court approval.

Michael O'Neal, Chief Executive Officer, of Gemini, commented,
"Our commitment to expand our product lines, enlarge our
customer base, extend our geographic reach and add new brands is
as strong as ever. One key aspect of our strategy is to use
acquisitions to further enhance our ability to serve the needs
of the large national and international retail chains that
comprise the largest and fastest growing channel for
distribution of consumer electronics accessories. However, we
made what we believe was a fair offer for the Recoton business,
based on the value we saw for Gemini, and we decided to not
increase our bid. For this reason, we will now focus our
attention on other growth opportunities."

Founded in 1964, Gemini Industries, Inc. is a leading supplier
of accessory products that connect and integrate consumer
electronic and communications components/devices. Headquartered
in Clifton, New Jersey, Gemini sells over 1,800 products
comprising a full assortment of consumer electronics accessories
including headphones, antennas, audio/video cables, surge
protectors, telephone accessories and CD media products.
Gemini's primary customers include mass merchant, discount and
specialty retailers such as Wal-Mart, Kmart, Target, Sears, Best
Buy, Circuit City, Menards, Lowes, TruServ and CVS.

York Management Services, Inc., a private investment and
management advisory services company headquartered in Somerset,
New Jersey, acquired Gemini Industries in June 2000. Its primary
focus is on platform companies, as well as undervalued and
under-performing companies. For more information, visit
http://www.yorkmanagementservices.com


RECOTON CORP: Court Accepts $40MM Audiovox Bid for Audio Assets
---------------------------------------------------------------
Audiovox Corporation (Nasdaq: VOXXE) announced that the US
Bankruptcy Court for the Southern District of New York has
accepted the bid by one of the Company's wholly owned
subsidiaries for the assets of Recoton (OTC: RCOTQ), which
include the US audio operation as well as a German company.

Under the terms of the purchase Audiovox will pay $40.0 million
and assume a $5 million debt on the German company to acquire
Recoton's U.S. audio operation, which includes well known brands
Jensen, Advent and Acoustic Research as well as the purchase of
the shares of Recoton German Holdings GmbH, a wholly owned
subsidiary with 2002 sales of $70 million.

The proposed transaction will create one of the largest U.S.
audio suppliers of mobile entertainment products, adding to the
company's existing portfolio of high quality mobile
entertainment products marketed under three existing brands:
Audiovox, Prestige and Rampage.

The purchase price was reached through an auction bidding
process conducted pursuant to an order issued by the U.S.
Bankruptcy Court for the Southern District of New York. Recoton
Corporation filed a voluntary petition to reorganize under
Chapter 11 of the U.S. Bankruptcy Code on April 8, 2003 in the
Southern District of New York.

John J. Shalam Chairman of Audiovox Corp. said, "Our strong
balance sheet allows us to consider the growth opportunities
that acquisitions like this one can provide. Our bank lines are
extensive and are presently barely being utilized. I expect this
acquisition will create minimal financial pressure on our
operation since our cash position combined with our credit
facilities will more than cover the transaction. The deal made
sense because of the synergies that exist in our product lines,
customer base and business practices and we expect it to be
accretive from the onset and to generate additional revenue of
between $70 and $100 million in the first year of our
ownership."

Shalam continued, "Recoton's U.S. audio business will be
assimilated into our wholly owned subsidiary Audiovox
Electronics Corp. The German company will allow us additional
growth opportunities as we begin to promote our consumer
electronics and mobile products through the already established
Recoton distribution network in Western Europe."

Patrick Lavelle, president and CEO of AEC also commented on the
acquisition, "We expect to blend the Recoton brands into our
electronics subsidiary with minimal overhead expense. We believe
that the addition of the well-known Jensen brand will allow
Audiovox Electronics Corp to expand marketing opportunities
within existing 12-volt distribution channels. We will utilize
this acquisition to expand Audiovox's penetration into the home
by offering a complete line of Acoustic Research, Advent and
Audiovox speaker and entertainment systems."

Audiovox Corporation is an international leader in the marketing
of cellular telephones, mobile security and entertainment
systems, and consumer electronics products. Audiovox Electronics
Corp is a wholly owned subsidiary that markets auto sound,
vehicle security, mobile video systems, and consumer electronics
products such as Flat Panel TV's, Portable DVD players, Two-Way
radios, MP 3 products and home and portable stereos. For
additional information, visit their Web site at
http://www.audiovox.com


RENT-WAY: Successful Debt Refinancing Prompts S&P to Up Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Rent-Way Inc., to 'B+' from 'CCC'. The rating was
removed from CreditWatch where it had been placed May 13, 2003.
The outlook is stable.

In addition, Standard & Poor's assigned its 'BB-' rating to the
company's $60 million senior secured bank loan, and its 'B-'
rating to $205 million senior secured notes. The bank loan
rating continues to be preliminary and is subject to review upon
final documentation. The Erie, Pennsylvania-based company had
$213 million of debt outstanding as of March 31, 2003.

"The rating action is based on the successful refinancing of the
company's bank loan that was to mature in December 2003,
eliminating a significant near-term concern," stated Standard &
Poor's credit analyst Robert Lichtenstein. 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 are 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 ratings reflect the company's participation in the highly
competitive and fragmented rent-to-own retail industry, the
negative impact of accounting irregularities on the company over
the past several years, and a highly leveraged capital
structure. These risks are somewhat offset by the company's
established position in its sector and operational restructuring
that has recently improved operating performance and
strengthened financial controls.

The refinancing will improve the company's financial flexibility
significantly because maturities are extended and there are no
amortizations. The $60 million revolving credit facility matures
in 2008 while the $205 senior notes mature in 2010.

Liquidity is limited to about $10 million in cash and about $20
million of availability on the revolving credit facility.
Standard & Poor's expects that operating cash flow and the
company's revolving credit facility will be Rent-Way's primary
sources to service its debt and fund its capital expenditures.

The stable outlook reflects Rent-Way's improved liquidity
position after refinancing its bank facility and paying down
debt from the proceeds of the Rent-A-Center sale. Still, the
company's highly leveraged capital structure and the challenge
of improving operations in the competitive rent-to-own retail
industry could hinder progress.


RURAL/METRO: Wins $16-Mill. Ambulance Contract Renewal in Colo.
---------------------------------------------------------------
Rural/Metro Corporation (Nasdaq:RURLE), the nation's leading
provider of private ambulance and fire protection services, has
been awarded an exclusive renewal contract to continue providing
emergency ambulance services to the City of Aurora, Colorado.

The renewal contract, which is valued at approximately $16
million over its two-year term, begins July 1, 2003. The
contract was awarded Monday night on a unanimous vote of the
Aurora City Council.

Rural/Metro began serving the City of Aurora in 1998 and today
provides emergency medical services and non-emergency ambulance
transportation throughout the region.

Jack Brucker, President and Chief Executive Officer, said, "We
are very pleased to continue serving the City of Aurora and
consider our operation in this region to be among the most
promising for future growth. We attribute this award, and other
recent contract renewals, to our consistent delivery of high-
quality medical transportation services and excellent customer
care."

Located in the east Denver metro area, Aurora is home to 300,000
residents and is the third-largest city in the state of
Colorado. Rural/Metro employs more than 150 EMS professionals in
the region who respond to approximately 40,000 calls for service
each year.

Boo Heffner, President of the company's West Emergency Response
Group, said, "We are proud to be a part of the public safety
system in Aurora and to provide its citizens with the highest
standard of professional care. We value our partnership with the
city and the Aurora Fire Department as we work together to
achieve clinical excellence and look for new ways to enhance our
system for the future."

In recent years, Rural/Metro has expanded its business in the
region to include ambulance contracts with The Medical Center of
Aurora, University of Colorado Hospital, Rose Medical Center,
Centennial Medical Plaza, Spalding Rehabilitation Hospital,
Swedish Medical Center, Buckley Air Force Base, Sable-Altura
Fire Department, PacifiCare, AirLife, and the Denver Health and
Hospital Authority. Rural/Metro also provides back-up service to
several area ambulance providers, including the city of Denver.

Rural/Metro Corporation, whose December 31, 2002 balance sheet
shows a total shareholders' equity deficit of about $160
million, provides emergency and non-emergency medical
transportation, fire protection, and other safety services in
approximately 400 communities throughout the United States. For
more information, visit the Rural/Metro Web site at
http://www.ruralmetro.com

Rural/Metro Corp.'s 7.875% bonds due 2008 (RURL08USR1) are
trading at about 70 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=RURL08USR1
for real-time bond pricing.


SEQUA: Fitch Cuts Senior Unsecured Debt Rating to B+ from BB-
-------------------------------------------------------------
Fitch Ratings downgraded the existing senior unsecured debt of
Sequa Corporation to 'B+' from 'BB-' and assigned a rating of
'B+' to SQA's $100 million senior unsecured notes that are
expected to close on June 5, 2003. Fitch has also revised the
Rating Outlook to Stable from Negative.

The rating change primarily reflects SQA's continued weak
financial performance which has resulted in poor cash flow
generation and weak credit protection measures for the rating
category. For the twelve months ending March 31, 2003, credit
statistics were relatively flat when compared to the two prior
fiscal years, with a leverage ratio, as defined by Debt-to-
EBITDA, of 4.6 times, and interest coverage of 2.4x. Based on
the cyclical nature of most of SQA's businesses and the current
weak economic environment, Fitch expects that SQA's financial
results will continue to be pressured over the intermediate
term, particularly at its commercial aerospace and automotive
businesses. As such, SQA's down cycle appears to be lasting
longer than Fitch had initially expected. The assignment of the
Stable Rating Outlook reflects SQA's position in the new rating
category.

Approximately 44% of SQA's total revenues (pro forma for the
sale of ARC Defense) are derived from its aerospace business,
Chromalloy Gas Turbine. With 80% of this unit's sales derived
from the commercial aviation market, SQA remains exposed to
continued weakness in the commercial aerospace industry. Sales
for this segment have been down each of the last two years, and
this decline continued into the first quarter of 2003 after
excluding the sales of a formerly owned equity affiliate. With
air traffic in North America continuing to be pressured and with
the European and Asian markets now experiencing reduced traffic
as a result of SARS, the war with Iraq and the weak global
economy, Fitch remains concerned about the timing of recovery
for the global airline industry. Additionally, as newer planes
including regional jets are introduced into the world fleet to
replace older, less efficient planes, Fitch is concerned that
SQA's business in the near term could be further affected. These
newer aircraft are generally covered under warranties for three
to five years.

Sales to the automotive industry, which are generated by the ARC
and Casco segments, represented 16% of SQA's pro forma sales.
Recent production levels for the automotive industry have
remained relatively strong primarily due to incentive programs.
However, Fitch remains concerned that performance at SQA's
automotive businesses will be pressured going forward as OEMs
continue to exert pricing pressure on their suppliers.
Previously, Fitch indicated concern about the automotive
industry's ability to maintain relatively high sales volumes,
and since then both General Motors and Ford have revised
downward their anticipated production levels. For 2003, Fitch
expects North American and European production rates to exhibit
low to mid single digit declines. Given potential reduced year
over year production levels and the potential for continued
pricing pressure from the OEMs, suppliers like ARC and Casco
will likely continue to experience both revenue and margin
pressure.

On May 5th, SQA announced it had agreed to sell its defense
propulsion business, ARC Defense, to GenCorp for $133 million in
cash. The transaction is expected to close late summer 2003 and
does not include the ARC airbag inflator business. SQA and
GenCorp will enter into a long term supply contract for the
propellant used in the manufacturer of the airbag inflators.
Fitch views the sale favorably as it will provide SQA a
significant cash infusion at a time when its liquidity position
is limited.

On June 2nd, SQA priced $100 million of senior unsecured notes
through a private placement. The transaction is expected to
close on June 5th with the proceeds to be used for general
corporate purposes. Fitch believes that the proceeds from the
note issue and the sale of ARC Defense will provide SQA with
ample liquidity over the intermediate term. However, while Fitch
recognizes the benefits of the debt transaction from a liquidity
perspective, the rating change also considers the affect on
credit statistics from the additional debt as well as the loss
of cash flow generated by ARC Defense. Fitch estimates that on a
pro forma basis, SQA would have maintained a leverage ratio and
interest coverage of 6.0x and 1.9x, respectively, for the last
twelve months ending March 31, 2003.

With $113 million of cash (as of March 31, 2003), availability
of $31 million under its receivable facility (as of May 12,
2003), the proceeds from the sale of ARC Defense and the $100
million note offering, SQA will maintain a solid liquidity
position despite the lack of free cash flow in the first quarter
of 2003. In the first quarter, SQA's free cash flow was a use of
$40 million primarily reflecting an increase in working capital.
While Fitch expects that SQA's cash flow will continue to be
limited over the intermediate term partially as a result of
increased pension contributions, SQA's liquidity position and
lack of debt amortization should provide the company with
financial flexibility. However, Fitch considers SQA's projected
liquidity levels, assuming the receipt of proceeds from the note
sale and ARC Defense sale, an integral factor in determining the
current rating.


SIERRA HEALTH: Issues $115 Mill. of 2-1/4% Sr. Conv. Debentures
---------------------------------------------------------------
Sierra Health Services, Inc. issued an aggregate of $115,000,000
principal amount of its 2-1/4% Senior  Convertible Debentures
due 2023 in a private placement in March 2003.  Under its
prospectus, the selling securityholders named in the prospectus
or in prospectus supplements may offer and sell their
Debentures and the shares of common stock issuable upon
conversion or payment of their Debentures.

The Debentures are Sierra Health Services' senior unsecured
obligations and rank equally with all of its other senior
unsecured debt.  The Debentures are effectively subordinated to
all Company existing and future secured debt and to the
indebtedness and other liabilities of its subsidiaries.

The Debentures bear interest at a rate of 2-1/4% per annum.  The
Company will pay interest on the Debentures on March 15 and
September 15 of each year. The first interest payment will be
made on September 15, 2003. The Debentures will mature on
March 15, 2023.

Each $1,000 principal amount of the Debentures is convertible
into 54.6747 shares of Company common stock,  par value $.005
per share, prior to March 15, 2023 if (1) the sale price of
Sierra Health Services' common  stock issuable upon conversion
of the Debentures reaches a specified threshold; (2) the
Debentures are called for redemption; (3) there is an event of
default with respect to the Debentures; or (4) specified
corporate transactions have occurred.  The conversion rate may
be adjusted as described in the prospectus.  This conversion
rate initially represents a conversion price of $18.29 per
share.

The Company may not redeem the Debentures prior to March 20,
2008.  It may redeem some or all of the Debentures for cash on
or after March 20, 2008.

Holders of Debentures may require the Company to purchase all or
a portion of their Debentures on March 15, 2008, 2013 and 2018.  
Holders of Debentures may also require the Company to purchase
all or a portion of their Debentures upon the occurrence of a
change of control event.  In either case, the Company may choose
to pay the purchase price of such Debentures in cash or common
stock or a combination of cash and common stock.

The Debentures initially were sold to qualified institutional
buyers and are currently trading in the PORTAL market. However,
Debentures sold by means of the Company's prospectus are not
eligible for trading in the PORTAL market.  The Company does not
intend to list the Debentures for trading on the New York Stock
Exchange or any other national securities exchange.  Sierra
Health Services' common stock is traded on the New York Stock
Exchange under the symbol "SIE." On May 15, 2003, the last
reported sale price of its common stock was $17.96 per share.

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

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

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

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


SPIEGEL INC: Court Okays Deloitte to Provide Bankruptcy Services
----------------------------------------------------------------
The Spiegel Inc., and its debtor-affiliates sought and obtained
the Court's authority to employ Deloitte & Touche LLP to provide
bankruptcy reorganization services, nunc pro tunc to the
Petition Date.

Specifically, Deloitte will:

    (a) provide assistance to the Debtors, in the preparation of
        financial reports for submission to the applicable court
        including the Debtors' schedules of assets and
        liabilities and the statement of financial affairs;

    (b) provide assistance to the Debtors, regarding issues
        specific to companies in bankruptcy, including the
        management's preparation of monthly operating reports;

    (c) provide assistance to the Debtors, regarding issues
        specific to companies in bankruptcy, including assisting
        management with accounting segregation procedures and
        assisting management with compliance with the
        requirements of SOP 90-7 "Financial Reporting by
        Entities in Reorganization Under the Bankruptcy Code";

    (d) provide assistance to the Debtors with reconciling the
        schedules to creditor proof of claims and assisting with
        the preparation of objections to proof of claims;

    (e) coordinate responses to creditor and other party
        requests for information, including assembling,
        organizing and referencing financial and corporate
        documents for the various constituents' financial
        advisors;

    (f) provide assistance to the Debtors in maximizing the
        utilization of net operating losses and consideration of
        the tax impact on bankruptcy planning; and

    (g) provide other services, as the Debtors may request.

Spiegel's Vice President and General Counsel Robert Sorensen
relates that Deloitte has extensive experience advising
companies involved in large and complex Chapter 11 cases.  Thus,
the firm is well qualified to serve as the Debtors' bankruptcy
reorganization services providers.

The Debtors will compensate Deloitte for its professional
services on an hourly basis.  Deloitte's range or regular hourly
rates by classification are:

       Partner/Director                       $550 - 650
       Senior Manager and Manager              400 - 500
       Senior and Staff Associates             250 - 350
       Paraprofessional                        125 - 175

During the past year, the Debtors have retained Deloitte to
provide tax services.  These tax services included assisting the
Debtors with the filing of their various state and local income,
sales, franchise and occupational tax returns.  Consequently,
Mr. Sorensen discloses that within the 90-day period before the
Petition Date, Deloitte received payments totaling $90,000 for
prepetition tax services rendered to the Debtors.  Deloitte
currently has claims against the Debtors amounting to $30,000
for unpaid prepetition tax services.  Since the Court has
approved Deloitte's retention to provide postpetition services
to the Debtors, the firm is prepared to waive the prepetition
claim.

According to Deloitte partner Steven G. Varner, the firm and its
affiliates have provided services, currently provide or may
currently provide services, and likely will continue to provide
services, to certain of the Debtors' creditors, other parties-
in-interest and various other parties potentially adverse to the
Debtors in matters unrelated to these Chapter 11 cases.  Mr.
Varner indicates that:

    (1) Deloitte provides services in matters unrelated to these
        Chapter 11 cases to certain of the Debtors' unsecured
        creditors and other affiliated entities;

    (2) Bank of America, JPMorgan Chase, and HSBC, or their
        affiliates, have been identified by the Debtors as
        parties-in-interest in these Chapter 11 cases.  Bank of
        America, JPMorgan and HSBC also provide partner capital
        loans to certain Deloitte partners and principals;

    (3) Arnold & Porter, representing First Consumer National
        Bank, has provided and currently provides legal services
        to Deloitte or its affiliated entities and Deloitte has
        provided or currently provides services to Arnold &
        Porter, in matters unrelated to this case;

    (4) Deloitte affiliate, Deloitte Consulting L.P., has
        provided, is currently providing and may in the future
        provide services to First Consumers National Bank, a
        direct subsidiary of Spiegel and non-filing affiliate of
        the Debtors;

    (5) AT&T or its affiliates, is a significant client of
        Deloitte for which Deloitte provides significant
        professional services in matters unrelated to these
        Chapter 11 cases.  In addition, AT&T is a lender of
        long-term fixed rate debt to Deloitte;

    (6) In the ordinary course of its business, Deloitte has
        business relationships in unrelated matters with the
        other "Big Four" professional services firms, including
        KPMG, Inc., the Debtors' prepetition accounting firm.  
        From time to time, Deloitte and one or more of these Big
        Four professional services firms may work jointly on
        assignments for the same client or may otherwise engage
        each other for various purposes; and

    (7) From time to time, certain of the foreign member firms
        of Deloitte Touche Tohmatsu have provided or continue to
        provide professional services to certain of the Debtors'
        affiliates.  In certain situations, Deloitte anticipates
        that these services will be performed under separate
        engagements between the Member Firms and the Debtors'
        foreign affiliates that are not Debtors and that these
        Member Firms will be compensated by the Debtors' non-
        Debtor foreign affiliates in accordance with the terms
        of the engagements.

Notwithstanding these potential conflicts, Mr. Varner assures
attests that Deloitte and its Partners and Principals do not,
hold or represent any interest adverse to the Debtors or their
estates.  Deloitte is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code. (Spiegel
Bankruptcy News, Issue No. 6; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   


SWTV PRODUCTION: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: SWTV Production Services Inc
        330 S River Drive
        Tempe, Arizona 85281
        aka SWTV Core Digital
        aka Southwest Television Production Services Inc.
        aka Project Columbus LLC

Bankruptcy Case No.: 03-09489

Type of Business: Provider of mobile television production
                  services

Chapter 11 Petition Date: June 3, 2003

Court: District of Arizona (Phoenix)

Judge: Charles G. Case II

Debtor's Counsel: Shelton L. Freeman, Esq.
                  Deconcini McDonald Yetwin & Lacy PC
                  2025 N 3rd Street #230
                  Phoenix, AZ 85004-1472
                  Tel: 602-282-0500
                  Fax : 602-282-0520

Estimated Assets: $10 Million to $50 Million

Estimated Debts: $10 Million to $50 Million


TENNECO: Fitch Assigns B Rating to Proposed $300-Mil. Sr. Notes
---------------------------------------------------------------
Fitch Ratings affirmed Tenneco Automotive Inc.'s senior secured
bank debt at 'B+' and subordinated debt at 'B-'. In addition,
Fitch assigned a rating of 'B' to the proposed $300 million
senior secured notes to be issued under 144A, with silent second
lien, due in 2013. The proceeds of the proposed debt issuance
will be used to prepay existing bank term loans and a portion of
the revolver. As such, the debt maturity profile and liquidity
are expected to improve with the transaction. Operationally,
Tenneco's North American OEM operation has been performing well,
aided by new program additions and greater exposure to light
trucks, which have had build rate gains in 2002 and also into
the first part of 2003.

In addition, restructuring activities, cost cutting and
containment, and working capital reduction efforts have all
contributed to operating profitability gains for North American
OEM operations and slight debt reduction. However, European
operations continue to lag in profitability with sub-par EBIT
contribution. And, Tenneco's after-market operations, have shown
significant revenue declines in recent periods, particularly in
North America. While earlier restructuring and cost cutting
measures have buffered North American after-market operation's
EBIT margin, further top line loss of similar magnitude is
expected to negatively impact consolidated profitability. Fitch
also expects the build rate for North American light vehicles
will soften for the balance of the year. The Rating Outlook is
Negative.

For the 3 months ended March 31, 2003, Tenneco reported a 14%
revenue gain in consolidated sales to $921 million. Adjusting
for pass through sales and currency impact, sales were up by 5%
to $704 million. Most of the adjusted revenue gain stems from
North American OEM operations where Tenneco's greater exposure
to light truck programs contributed to the favorable comparison.
Consolidated EBIT also saw gains in the quarter improving to $31
million versus $27 million the previous year. However, most of
the EBIT contribution was driven by North American operations,
as European operation (about 35% of consolidated sales based on
2002 sales) continue to lag in performance, posting a net EBIT
loss of $1 million for the quarter. Further, the sharp decline
in North American aftermarket sales (about 14% of consolidated
sales based on 2002 sales), with double digit rate sales
declines in the 4th quarter 2002, continued in the first quarter
2003. While earlier restructuring efforts helped to keep up some
profitability despite the sales erosion, further sales declines
of similar magnitude would lead to operating losses for the
segment.

Through April 2003, the North American light vehicle production
rate had declined 1.9%. The build rate decline was driven
entirely by cars, however, as light truck build rate saw a 5%
gain. Retail activity has lagged the build rate and the
resulting inventories were comparatively long in the U.S. light
vehicle market, particularly on the light truck side. Overall,
Fitch expects that North American light vehicle build rate for
the balance of 2003 will soften further into the mid single
digit rates with proportionate declines also on the light truck
side.

Total balance sheet debt at March 31, 2003 amounted to $1.44
billion. Tenneco will use the proceeds of the proposed debt
offering to prepay much of the amortizing tranche of the bank
loans and portions of the other bank loan tranches. Pro forma
for the transaction, Tenneco's next significant debt maturity
will not be until 2007. Moreover, partial repayment of the
revolver will increase the available capacity on the revolver to
$282 million from $242 million at March 31, 2003. Apart from the
term debt, Tenneco's $450 million revolver comes due in November
2005. Although, most recent quarter covenant tests were easily
met and the next several quarters may not present major
challenges, progressively tightening financial covenants through
2004 and into 2005 may force Tenneco to re-amend the credit
agreement before maturity.

Tenneco Automotive Inc., headquartered in Lake Forest, Illinois,
is a leading global producer of ride control and
emissions/exhaust components, modules and systems for both the
OEM and the aftermarket. About 74% of its revenues come from the
OEM market and 26% is derived from the aftermarket.
Geographically, 55% of revenue is from North America, 35% in
Europe, 10% from rest of the world. Major product lines on the
ride control side are shock absorbers, struts, roll control
systems, and on the exhaust management side are manifolds,
catalytic converters, and mufflers.

Tenneco Automotive Inc.'s 11.625% bonds due 2009 (TEN09USR1) are
trading at about 93 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=TEN09USR1for  
real-time bond pricing.


TROPICAL SPORTSWEAR: S&P Puts Low-B Ratings on Watch Developing
---------------------------------------------------------------  
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit rating and other ratings for apparel manufacturer
Tropical Sportswear International Corp. on CreditWatch with
developing implications.

Tampa, Florida-based Tropical Sportswear International Corp. had
about $131 million of debt outstanding at March 29, 2003.
Developing implications means that the ratings could be lowered,
affirmed, or raised following Standard & Poor's review of any
proposed transaction and its impact on the company's credit
quality.

"The CreditWatch placement follows Tropical Sportswear's recent
announcement that it has retained Merrill Lynch & Co. to act as
financial advisor to explore strategic alternatives to maximize
long-term shareholder value," said Standard & Poor's credit
analyst Susan Ding.

Tropical Sportswear produces basic men's and women's casual and
dress apparel under both private labels and the brand names that
it owns. Tropical Sportswear's product lines include casual and
dress-casual pants, shorts, denim jeans, and woven and knit
shirts for men, women, boys, and girls. Products are distributed
under major owned brand names such as Savane, Farah, Flyers, and
Original Khaki Co. Licensed brands include Bill Blass and Van
Heusen.


UNI-MARTS INC: Executes LOI to Sell Company to Management Group
---------------------------------------------------------------
Uni-Marts, Inc., (Amex: UNI) has entered into a letter of intent
for a merger transaction with HFL Corporation in which HFL will
acquire, for cash, all of the outstanding shares of Uni-Marts
common stock (other than shares owned by HFL and its affiliates)
for a price of $2.25 per share.  HFL is a privately-held
corporation controlled by Henry D. Sahakian, Chief Executive
Officer and Chairman of the Board of Uni-Marts, and Daniel
Sahakian, a Director of Uni-Marts and the brother of Henry
Sahakian.

The consummation of the transaction contemplated by the letter
of intent is subject to various conditions, including that the
Uni-Marts Board receive an opinion from a financial advisor that
the cash price is fair from a financial point of view to the
Uni-Marts stockholders, the lenders to the Company consent to
the transaction and stockholder approval.  The Special Committee
of the Uni-Marts Board negotiating the transaction has engaged
the investment banking firm of Boenning & Scattergood, Inc., to
render the fairness opinion.  The letter of intent expires on
June 27, 2003 if the parties have not executed a definitive
merger agreement by such date.

The letter of intent is not subject to any due diligence or
financing contingencies. HFL has delivered to Uni-Marts a
$250,000 cash deposit which is not refundable if HFL is unable
to proceed to closing for any reason other than the inability to
execute a mutually agreeable definitive merger agreement, the
failure by the Uni-Marts Board to obtain a favorable fairness
opinion or the failure to obtain the required consents of the
Company's lenders.

The letter of intent provides that if the transaction is
terminated by Uni-Marts prior to execution of a definitive
merger agreement with HFL (other than a termination because the
Company does not receive a favorable fairness opinion or the
expiration of the letter of intent), all of HFL's out-of-pocket
expenses up to $100,000 will be paid by Uni-Marts.  In addition,
if Uni-Marts terminates the letter of intent (other than because
of the failure to receive a favorable fairness opinion or the
expiration of the letter of intent) and, within six months of
such termination, Uni-Marts enters into a binding agreement with
respect to a transaction such as a business combination with
any person or entity other than HFL, Uni-Marts will pay to HFL a
fee of $1.5 million upon consummation of such transaction. Each
party shall otherwise pay its own legal, accounting and
investment banker fees and expenses incurred in connection with
the contemplated transaction.

Henry D. Sahakian commented on the proposed transaction, "While
management of the Company will continue to pursue its
previously-announced divestiture plan, the execution of such
plan will require an extended period of time. Management is
anxious to create liquidity for the Uni-Marts shareholders as
soon as possible.  We are therefore gratified to be able to
offer the Uni-Marts shareholders a cash price for their shares
representing a significant premium to the recent market price of
the shares."

Mr. Stephen B. Krumholz, Chairman of the Special Committee of
the Uni-Marts Board, stated, "The Committee has spent a great
deal of time in the pursuit of a strategic alternative which
will provide the greatest benefit to Uni-Marts, its shareholders
and employees.  We feel that the merger with HFL will prove to
be the best alternative for all involved parties and look
forward to the consummation of the transaction."

At June 2, 2003, Uni-Marts operated 294 convenience stores and
Choice Cigarette Discount Outlets in Pennsylvania, New York,
Delaware, Maryland and Virginia.  Self-service gasoline was sold
at 238 of these locations.

                             *     *     *
                    Liquidity and Capital Resources

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

"Most of the Company's sales are for cash and its inventory
turns over rapidly. As a result, the Company's daily operations
generally do not require large amounts of working capital. From
time to time, the Company utilizes portions of its cash to
construct new stores and renovate existing locations.

"As of April 1, 2003, the Company amended its revolving credit
agreement to extend the maturity date to December 31, 2004 and
revise covenants relating to interest and fixed- charge coverage
ratios. At April 3, 2003, $5.7 million was available for
borrowing under this Agreement...In addition, the Company's
liquid fuels tax bond expires in the third fiscal quarter of
2003. Due to the expiration of the bond, the Company will reduce
its annual insurance expense by $103,000 and the Company will be
required to pay the liquid fuels tax on purchases to the vendors
within current payment terms. The Company intends to utilize its
amended working capital credit facility to mitigate the cash
flow impact of the liquid fuels tax bond expiration, resulting
in increased borrowings of $2.1 million on average throughout
the year.

"Capital requirements for debt service and capital leases for
the balance of fiscal year 2003 are approximately $7.2 million,
which includes $5.8 million in revolving credit that has been
classified as current. The Company anticipates capital
expenditures in the remainder of fiscal year 2003 of $1.2
million, funded by cash flows from operations. These capital
expenditures include normal replacement of store equipment and
gasoline-dispensing equipment and upgrading of the Company's in-
store and corporate data processing systems.

"Operating lease commitments for the remainder of fiscal year
2003 are approximately $3.1 million. These commitments for
fiscal years 2004, 2005, 2006 and 2007 are approximately $6.0
million, $4.5 million, $3.3 million, and $3.1 million,
respectively.

"Management believes that cash from operations, available credit
facilities and asset sales will be sufficient to meet the
Company's obligations for the foreseeable future. In the event
that the Company is unable to successfully consummate proposed
asset sales, there is risk that the Company will not be able to
meet future cash obligations."


UNIFAB INT'L: Has Until Aug. 21 to Meet Nasdaq Listing Criteria
---------------------------------------------------------------
UNIFAB International, Inc. (Nasdaq: UFABC) reports that a
Nasdaq Listing Qualifications Panel has, at the Company's
request, extended to August 21, 2003 the grace period for the
Company's compliance with the $1.00 per share minimum bid price
requirement for continued listing on the Nasdaq SmallCap Market.  
Pending compliance within the extended grace period, the listing
of the Company's common stock will continue under an exception
to the minimum bid price requirement granted by the Panel.

The Company expects to propose a reverse stock split as a means
of complying with the minimum bid price requirement.  Until such
time as that requirement is met, the "C" will continue to be
appended to its trading symbol to represent the conditional
nature of the listing.  

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

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

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

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

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


UAL CORP: SunTrust Seeks Stay Relief to Disburse O'Hare Funds
-------------------------------------------------------------
SunTrust Bank, as successor Indenture Trustee, asks Judge Wedoff
to permit the payment of funds held in trust, pursuant to a
Trust Agreement between the City of Chicago and Bank One Trust
Company. The Agreement controls the $102,570,000 City of Chicago
O'Hare International Airport Special Facility Revenue Bonds,
Series 2001A-1.

David L. Dubrow, Esq., at Arent, Fox, Kintner, Plotkin & Kahn,
in New York City, relates that these funds are subject to an
express trust, are not property of the United Airlines
bankruptcy estate and therefore, are not subject to the
automatic stay.

The Facility Revenue Bonds were issued on February 1, 2001, to
pay a portion of the costs of constructing airport improvements
and related facilities for use by United.  Chicago deposited the
proceeds of the Series 2001A-1 Bonds in funds established by the
Trustee pursuant to terms of the Trust Agreement.  The funds
include a Capitalized Interest Fund and a Construction Fund.
Funds in the Capitalized Interest Fund were set aside to pay
interest on the Bonds.  Funds in the Construction Fund were to
pay for construction of the Projects.  Both Funds are on deposit
at SunTrust.

United agreed to pay Chicago, when combined with capital in the
Interest Fund, enough money to satisfy the obligations on the
Bonds.  For example, if funds in the Capitalized Interest Fund
are insufficient to pay interest on the Bonds, United is
obligated to pay the difference.

Under the Trust Agreement, Chicago assigned SunTrust all rights
to the capital in the Funds for the benefit of the Bondholders
and to secure the debt service on the Bonds.  Additionally, the
Trustee has a first lien on all amounts in the Funds for payment
of the Bonds.

On the Petition Date, the outstanding principal of the Bonds was
$102,570,000 and the balance in the Capitalized Interest Fund
was $1,297,465.  Additionally, SunTrust asks the Court to
confirm its right to disburse funds in the Capitalized Interest
Fund. Alternatively, SunTrust wants the automatic stay modified
to permit disbursement of the funds in the Capitalized Interest
Fund. (United Airlines Bankruptcy News, Issue No. 19; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   

United Airlines' 10.670% bonds due 2004 (UAL04USR1) are trading
at about 8 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=UAL04USR1for  
real-time bond pricing.


VALHI INC: Completes Purchase of 6-5/8% Convertible Preferreds
--------------------------------------------------------------
Valhi, Inc. (NYSE: VHI) announced the completion of its tender
offer to purchase for cash up to 1,000,000 6-5/8% convertible
preferred securities, beneficial unsecured convertible
securities, of TIMET Capital Trust I, for a purchase price of
$10.00 per security.  The securities include the associated
guarantee by Titanium Metals Corporation (NYSE: TIE).  The
tender offer expired at 12:00 midnight, New York City time, on
June 2, 2003.

Based on information provided by Computershare Trust Company of
New York, the depositary for the offer, as of 12:00 midnight,
New York City time, on June 2, 2003, Valhi purchased 14,700
securities that had been tendered.


VALHI INC: Fitch Affirms BB- Unsecured Debt Rating
--------------------------------------------------
Fitch Ratings has affirmed Valhi's unsecured rating of 'BB-' and
Kronos International Inc.'s senior secured rating of 'BB'. As a
result of Valhi's redemption of all outstanding senior LYONs, NL
Industries' full redemption of 11.75% senior secured notes, and
Valcor's full redemption of 9-5/8% senior unsecured notes, Fitch
has withdrawn Valhi's senior LYONs rating of 'BB-', NL
Industries' senior secured debt rating of 'BB', and Valcor's
senior unsecured debt rating of 'B+'. Also, Fitch has assigned a
rating of 'BB-' to Valhi's senior secured credit facility. The
Rating Outlook remains Stable.

The ratings affirmation for Valhi and Kronos International, a
wholly owned subsidiary of NL Industries, reflects solid
operating income from the titanium dioxide (TiO2) operations
throughout 2002 into 2003. NL Industries' TiO2 business accounts
for approximately 80% of Valhi's reported sales and EBITDA.

Companies throughout the TiO2 industry experienced severe price
erosion for TiO2 pigments from 2001 into the first half of 2002.
During the second half of 2002 TiO2 prices started to stabilize
and into 2003 prices have been on the rise. Excluding the
effects of foreign currency fluctuations, NL Industries reported
a 6% increase in average selling prices for the three month
period ending March 31, 2003 compared to the same period last
year. Also, excluding the effects of foreign currency
fluctuations, the company reported a 1% increase in TiO2 prices
compared to the three month period ending December 31, 2002.
Even though reported EBITDA for both companies has been on a
downward trend, they have maintained sufficient liquidity
through cash balances and unused available credit lines. Valhi
and its subsidiaries have no significant maturities until 2009.

Credit statistics for Valhi and Kronos International remain
solid for the rating category with interest coverage of 3.5
times and 4.1x, respectively, for the trailing 12-month period
ending March 31, 2003. As reported Valhi's total debt at the end
of the first quarter was approximately $631 million of which
$349 million resides at Kronos International. Valhi and Kronos
International had a leverage ratio of 4.0x and 3.6x,
respectively, for the trailing 12-month period ending March 31,
2003.

The Stable Rating Outlook indicates the likelihood that both
companies' near-term financial performance should remain steady
despite the downward trend in margins and operating earnings
over the past few years. Fitch expects Valhi's revenue and
EBITDA to be slightly better in 2003 compared to 2002 levels due
to expected margin stabilization in non-chemical operations and
improved profitability in TiO2 operations driven by moderate
increases in the average selling price.

Valhi Inc. is a holding company with ownership stakes in: NL
Industries, a producer of titanium dioxide pigments; CompX, a
producer of locks and ball bearing slides serving the office
furniture industry; TIMET, a producer of titanium metals
products; and Waste Control Specialists, a provider of hazardous
waste disposal services. Valhi generated over $1.1 billion of
sales in 2002 and reported EBITDA of approximately $153 million
in 2002.


VENTIV HEALTH: French Subsidiaries Placed Into Receivership
-----------------------------------------------------------
Ventiv Health, Inc. (Nasdaq: VTIV), a leading provider of
comprehensive sales and marketing solutions to the
pharmaceutical and life sciences industries, announced that its
French subsidiaries have been placed into receivership. The
local management team will work jointly with the receiver to
minimize job losses resulting from this action.

Ventiv's French subsidiaries have been reflected as held for
sale in discontinued operations since June 2002.  Ventiv does
not expect to recover the approximately $1 million of net assets
it carries for its French subsidiaries.
    

WEIRTON STEEL: Look for Schedules and Statements by July 18
-----------------------------------------------------------
Pursuant to Rules 1007(b) and (c) of the Federal Rules of
Bankruptcy Procedure, a Chapter 11 debtor must file with the
petition, or if the petition is accompanied by a creditor list,
within 15 days thereafter, schedules of assets and liabilities,
a schedule of current income and expenditures, a schedule of
executory contracts and unexpired leases and a statement of
financial affairs.  Because it filed the applicable list of
creditors on the Petition Date, Weirton Steel Corporation is
required to file its Schedules and Statement within 15 days of
the Petition Date, or by June 3, 2003.

Robert G. Sable, Esq., at McGuireWoods LLP, in Pittsburgh,
Pennsylvania, relates that Weirton is a large and complex
enterprise.  Weirton was unable to assemble, prior to the
Petition Date, all of the information necessary to complete and
file the Schedules and Statement because of:

    -- the substantial size and scope of Weirton's business,

    -- the complexity of its financial affairs,

    -- the limited staffing available to perform the required
       internal review of its accounts and affairs, and

    -- the press of business incident to the commencement of the
       Chapter 11 proceeding.

Moreover, Mr. Sable points out that Weirton has hundreds of
active vendors; over 20,000 employees, retirees and their
dependents; and a substantial number of other potential
creditors.  As a result, Weirton must ascertain the pertinent
information for each of these parties to accurately complete the
Schedules and Statements.  Completing the Schedules and
Statement will require the collection, review and assembly of
voluminous information.

Accordingly, Weirton sought and obtained a Court order extending
the deadline to file the Schedules and Statement until July 18,
2003. (Weirton Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc., 609/392-0900)  


WESTPOINT STEVENS: Receives Court Approval of First Day Motions
---------------------------------------------------------------
WestPoint Stevens Inc. (OTC Bulletin Board: WSPT) --
http://www.westpointstevens.com-- announced that the U.S.  
Bankruptcy Court approved a series of the Company's "first day"
motions, ensuring that WestPoint Stevens can continue regular
operations throughout the reorganization proceeding.

"The Court's granting of our first day motions enables us to
remain focused on the Company's top priority -- delivering
superior products and service to our customers, as we work to
strengthen WestPoint Stevens' future," said M.L. (Chip)
Fontenot, President and Chief Operating Officer of WestPoint
Stevens Inc.

The Court approved, among other things, motions related to:

     * Normal payment of employee salaries, wages and benefits;

     * Continued participation in Workers' Compensation
       Insurance programs;

     * Payment to vendors for post-petition delivery of goods
       and services;

     * Payment of certain pre-petition obligations to customers;

     * Continued payment of utilities.

The Court also approved under interim order, access to $175
million in debtor-in-possession financing for use by the
Company. The $175 million of interim DIP financing is part of
the $300 million commitment from a group of lenders led by Bank
of America and Wachovia. The DIP, in addition to normal cash
flow will be available to fund ongoing operations.

As previously announced, WestPoint Stevens Inc., and certain of
its subsidiaries filed for protection under Chapter 11 of the
U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the
Southern District of New York on June 1, 2003.

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: Joins Nortel to Accelerate Voice Migration to IP Core
---------------------------------------------------------------
As part of MCI's (WCOEQ, MCWEQ) convergence networking strategy
to deliver advanced IP (Internet Protocol) services for
businesses and consumers, MCI is joining with Nortel Networks
(NYSE:NT)(TSX:NT) to accelerate migration of its voice network
to a common IP core. MCI has chosen and deployed Nortel Networks
industry-leading Succession superclass softswitches and Passport
Packet Voice Gateways to create a next generation packet voice
network that will fuel innovation, simplicity and value for its
customers.

"By 2005, MCI plans to move 100 percent of our traffic to an all
IP core," said Fred Briggs, president, Operations and
Technology, MCI. "Nortel Networks Succession voice over packet
solution will converge voice, data and multimedia services,
helping us to more flexibly and cost-effectively optimize our
network. With this implementation, we will increase network
efficiency and realize operational savings while providing
additional value to our customers."

Already well into the first stage of converging its networks
onto a common IP platform, MCI has become the first U.S.-based
service provider to provision such a large scale nationwide
transition of its full-featured voice service to its core IP
backbone. MCI has already deployed 36 Nortel Networks Passport
Packet Voice Gateways. To complete this stage of its strategic
migration, MCI plans to deploy another 15 gateways by the end of
June. By end of year, MCI plans to have 25 percent of its voice
traffic transitioned to its IP core network.

Also, as part of its transition to voice over packet, MCI has
evolved existing Nortel Networks DMS circuit switches to
Succession Communication Server 2000 superclass softswitches. A
superclass softswitch is one that meets all criteria for true
service provider circuit-to-packet migration - local, tandem and
long distance capability on a single platform; full business and
residential telephony service sets; regulatory features like
"Lawful Intercept" and "Number Portability;" third party
interoperability; and carrier-grade reliability and scalability.

"With this deployment, MCI represents the largest in-service
network of Nortel Networks VoIP equipment in the world," said
Sue Spradley, president, Wireline Networks, Nortel Networks.
"MCI is a fast-moving company that took a very aggressive
approach because they saw the immediate benefits to the network
and to the business."

"Nortel Networks is in a unique position to effectively enable
MCI's circuit-to-packet evolution because of our detailed
understanding of network design and our comprehensive portfolio.
Few vendors are as well positioned as Nortel Networks to help
service providers like MCI deploy a network so rapidly while
extending their existing network investment," Spradley said.

Nortel Networks Succession portfolio is the industry's most
proven portfolio of voice over packet products, services and
solutions for service providers. It enables delivery of
solutions across all four carrier voice over packet market
applications: cable, local, long distance and wireless.

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

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


WORLDCOM INC: Obtains Nod to Sell Missouri Property for $15 Mil.
----------------------------------------------------------------
Worldcom Inc., and its debtor-affiliates obtained the Court's
authority to sell, free and clear of all liens, claims and
encumbrances, a parcel of real property and related personal
property, including HVAC units, generators and fuel storage
tanks pursuant to a Real Estate Purchase Contract, dated March
19, 2003, all subject to higher and better offers.

MCI WorldCom Network Services, Inc., currently owns a 22.4-acre
lot located at 183 Northwest Industrial Court in Bridgeton,
Missouri.  The Property was acquired in late 1999 and contains a
108,336-square foot facility, which has served as a data center
for WorldCom's web hosting co-location services since November
2000.  During these Chapter 11 cases, the Debtors determined
that the Property is no longer needed and that other existing
facilities can support forecasted services previously dedicated
to the Property. Accordingly, commencing September 2002,
WorldCom marketed the Property for sale to potential purchasers.

Worldcom is selling the said property to DST Systems, Inc.,
whose bid represented the highest and best offer for the
Property.

The principal terms of the Agreement, entered into by the
Debtors and DST Systems, are:

  A. Purchase Price: DST will purchase from MCI the Assets for
     $15,190,000.

  B. Deposit: DST has provided a $1,519,000 deposit with the
     Escrow Agent to be applied toward the Purchase Price at
     closing.

  C. Closing Date: The closing will occur within three business
     days after entry of the Sale Order.

  D. Assets To Be Sold:

     1. Real Property consisting of the Property, all mineral,
        oil and gas rights, water rights, sewer right, and other
        utility rights associated therewith, all leases of any
        portion of the Real Property, all appurtenances,
        easements, licenses, privileges and other property
        interests belonging or appurtenant therewith, and all
        right, title and interest in any roads, streets and ways
        serving the Property; and

     2. Personal Property, consisting of the furniture,
        furnishings, fixtures, equipment, inventory and other
        tangible personal property located at the Property and
        owned by MCI.

  E. Condition of Property: The Assets are being sold "as is"
     without any representations and warranties whatsoever other
     than as specified in the Agreement.

  F. Bankruptcy Court Approval: The Agreement and the
     transactions are subject to higher and better offers
     obtained pursuant to certain auction procedures.  The
     Sale Order must be entered no later than June 12, 2003.  If
     MCI does not obtain the Sale Order prior to the stated
     deadline, either MCI or DST may terminate the Agreement
     pursuant to its terms. (Worldcom Bankruptcy News, Issue No.
     29; Bankruptcy Creditors' Service, Inc., 609/392-0900)  

Worldcom Inc.'s 8.000% bonds due 2006 (WCOE06USR2) are trading
at about 30 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCOE06USR2
for real-time bond pricing.


XCEL ENERGY: Fitch Revises Low-B Rating Watch Status to Positive
----------------------------------------------------------------
Pending completion of an ongoing review, Fitch Ratings has
revised the Rating Watch status for the ratings of Xcel Energy
Inc. and its subsidiaries, Northern States Power Co.
(Minnesota), Northern States Power (Wisconsin), Southwestern
Public Service Co. and Public Service Co. of Colorado to
Positive from Negative. The Rating Watch Positive considers NRG
Energy Inc.'s (NRG) recent voluntary bankruptcy filing and
reflects the reasonable possibility of a resolution in which
Xcel's exposure to NRG is limited. The Positive Watch status
also considers that Xcel and its consolidated subsidiaries have
adequate liquidity to meet expected cash requirements and have
demonstrated the ability to finance in the capital and banking
markets.

The central concerns underpinning the prior Rating Watch
Negative status were exposure to additional costs relating to
the financially precarious position of NRG, and the impact of
such an exposure on the ability of Xcel to access bank and
capital markets and assure holding company liquidity. The May 14
NRG bankruptcy filing includes a Plan of Reorganization (the NRG
Plan) which incorporates the terms of an overall settlement
signed by Xcel and holders of 40% of NRG's long term notes and
bonds as well as two banks who serve as co-chairs of the Global
Steering Committee of the NRG bank lenders. Under the NRG Plan,
Xcel would pay NRG creditors up to $752 million in three
installments in the next twelve months in exchange for a release
by creditors of any future claims against Xcel. The NRG Plan is
contingent upon acceptance by the requisite majority of
creditors and waivers by at least 85% of NRG's unsecured
creditors on or before Dec. 15, 2003. As such, the NRG Plan, if
implemented, appears to offer a realistic prospect of resolving
in a favorable manner the majority of Xcel's exposure to the
impact of NRG's bankruptcy.

Fitch expects to finalize its review of Xcel and its
subsidiaries shortly. Resolution of the Rating Watch will focus
on the level of remaining execution risk on implementing the NRG
Plan, the sustainability of the holding company's liquidity
position following an implementation of the NRG Plan, and the
impact of future dividend plans on the separation of the ratings
of the regulated subsidiaries from those of the parent.

Ratings affected by the rating action are:

Xcel Energy Inc.

        -- Senior unsecured debt 'BB+';

Northern States Power Company (MN)

        -- First mortgage bonds and secured pollution control
           revenue bonds 'BBB+';

        -- Senior unsecured debt and unsecured pollution control
           revenue bonds 'BBB';

        -- Trust preferred stock 'BBB-';

        -- Commercial paper 'F2'.

Northern States Power Company (WI)

        -- First mortgage bonds 'BBB+';

        -- Senior unsecured debt 'BBB'.

Southwestern Public Service Company

        -- First mortgage bonds 'BBB+';

        -- Senior unsecured debt 'BBB';

        -- Commercial paper 'F2'.

Southwestern Public Service Capital I

        -- Trust preferred stock 'BBB-'.

Public Service Company of Colorado

        -- First mortgage bonds 'BBB+';

        -- Senior unsecured notes 'BBB';

        -- Preferred stock 'BBB-';

        -- Commercial paper rating 'F2';

The Rating Watch for all entities gas been revised to Positive
from Negative.

Xcel Energy Inc. is the holding company for six electric utility
companies that serve electric and natural gas customers in 12
states and a small natural gas pipeline company. Xcel also owns
a number of non-regulated businesses, the largest of which is
NRG Energy, Inc.


* CBIZ Hires 5 Experts to Reinforce Corporate Recovery Practice
---------------------------------------------------------------
CBIZ (Century Business Services, Inc.) (Nasdaq: CBIZ), a leading
provider of outsourced business services, and the nation's
ninth-largest provider of accounting and tax services, has hired
a group of professionals to strengthen its corporate recovery
practice. A total of five additional professionals, all of whom
were previously employed in the corporate recovery departments
of Big Four accounting firms, have joined CBIZ and will work out
of offices in Boca Raton and Miami, Florida and San Jose,
California.

Corporate recovery provides financial and restructuring services
to troubled companies, their creditors and other stakeholders.
The top professionals hired to bolster the CBIZ corporate
recovery group include:

Gary Diamond, Director - Formerly a Managing Director of KPMG's
Corporate Recovery Practice, Mr. Diamond has 14 years of
experience in the field of corporate recovery including
investigations, insolvency, turnaround and restructuring
experience. He has provided financial advisory services to
creditors' committees, lenders, debtors, trustees and equity
holders in bankruptcy matters and in out-of-court workouts. He
is a licensed Certified Public Accountant in the State of New
York and holds a Bachelor of Commerce (Magna Cum Laude) in
Accountancy from Concordia University, Montreal, Quebec, Canada.

While at KPMG, Mr. Diamond was responsible for assisting
troubled companies in making fundamental changes in direction,
altering business structure, removing or rebuilding business
components and distressed mergers and acquisitions, even during
times where options were narrowing.

Mike Wilson, Director - A United Kingdom chartered accountant
with 12 years' experience in corporate recovery, Mr. Wilson
previously worked for KPMG. Mr. Wilson has experience working
with businesses both inside and outside of Chapter 11
proceedings. For the past 12 years he has worked extensively in
the field of corporate recovery, business reorganization and
litigation support both in the US and in Europe. Mr. Wilson has
broad experience analyzing the operational and financial
performance of businesses to determine the reasons for
underperformance. He received his Bachelor of Arts (with Honors)
from Newcastle University, UK.

Byron Smyl, Director - Mr. Smyl has over 15 years of experience
providing corporate finance/M&A services for both healthy and
financially distressed companies and litigation consulting
services. Formerly with PWC, Mr. Smyl has provided advisory
services to creditors' committees, lenders, debtors, trustees
and equity holders in bankruptcy matters and in out-of-court
workouts in the telecommunications, travel, high tech,
manufacturing and wholesale distribution sectors. He received
his M.B.A. from Arizona State University College of Business,
Arizona State University, and his Bachelor of Commerce, Finance
from the University of Alberta and holds the CFA accreditation.

Alec Cummings, Director - Mr. Cummings, also a former KPMG
professional, has 15 years of experience in restructuring
financially troubled companies. Mr. Cummings provides
restructuring consulting services to companies in both pre- and
post-filing bankruptcy related matters. His extensive banking
and restructuring background includes expertise in agriculture,
high technology, real estate development, manufacturing and
distribution. He received his Bachelor of Business
Administration (Accounting & Finance emphasis), from Pacific
Union College, Angwin, CA.

Gary Cooper, Manager - Mr. Cooper has provided bankruptcy
consulting and tax services to debtors, creditors, unsecured
creditors' committees, receivers and Chapter 7 and Chapter 11
bankruptcy trustees for six years. As a member of the
Association of Insolvency and Reorganization Advisors, Mr.
Cooper received the silver medal for placing second in the
nation on the Certified Insolvency and Reorganization Advisor
three-part exam. The former KPMG professional holds both a CPA
and JD designation. Mr. Cooper received his Juris Doctor (with
Honors) from the University of Florida College of Law, and his
Bachelor of Science, Accounting from the University of Florida
Fisher School of Accounting.

CBIZ is a provider of outsourced business services to small and
medium- sized companies throughout the United States. As the
largest benefits specialist, the ninth-largest accounting
company, and one of the ten largest valuation and medical
practice management companies in the United States, CBIZ
provides integrated services in the following areas: accounting
and tax; employee benefits; wealth management; property and
casualty insurance; payroll; IS consulting; and HR consulting.
CBIZ also provides valuation; litigation advisory; government
relations; commercial real estate advisory; wholesale life and
group insurance; healthcare consulting; medical practice
management; worksite marketing; and capital advisory services.
These services are provided throughout a network of more than
160 Company offices in 33 states and the District of Columbia.

For further information regarding CBIZ, call the Investor
Relations Office at (216) 447-9000 or visit www.cbiz.com .


* The Garden City Relocates Midwest Regional Headquarters
---------------------------------------------------------
David A. Isaac, president of The Garden City Group, Inc.,
announced the relocation of the company's Midwest office to a
larger facility in Columbus, Ohio.

In addition, the GCG Communications office will move to an
expanded site in Reston, Virginia. Richard Cohen, senior vice
president at GCG, will continue to lead the Midwest office,
while Wayne Pines, executive vice president, will continue to
head the GCG Communications division.

"We had outgrown our former office in Columbus and needed more
space to accommodate our clients' needs," said Cohen. "The new
location will allow us to hire additional staff for future
growth."

Like GCG's Midwest regional headquarters, the previous GCG
Communications office in Reston lacked the necessary space for
expansion. "Our new Virginia office will accommodate the
increasing amount of national and international legal notice
programs designed by our GCG Communications division," Isaac
said. "In addition, our larger facility in Ohio will better
serve our growing number of clients located in the Midwest,"
added Isaac.

GCG's new Midwest regional headquarters is located at 6525 W.
Campus Oval, Suite 175, in New Albany, Ohio, and the general
phone number is 614-289-5400. The address for the new GCG
Communications office is 12120 Sunset Hills Road, Suite 140, in
Reston, Virginia, and the general phone number is 703-880-9100.

Besides the new offices in Ohio and Virginia, GCG has branches
in Manhattan and Sarasota, Florida, and its corporate office is
located in Melville, New York.

The Garden City Group, a subsidiary of Crawford & Company,
administers class action settlements, manages Chapter 11 claims
administration, designs legal notice programs, and provides
expert consultation services. Its web address is
www.gardencitygroup.com

Based in Atlanta, Georgia, Crawford & Company --
http://www.crawfordandcompany.com-- is the world's largest  
independent provider of claims management solutions to insurance
companies and self-insured entities, with a global network of
more than 700 offices in 67 countries. Major service lines
include workers' compensation claims administration and
healthcare management services, property and casualty claims
management, class action services, and risk management
information services. The Company's shares are traded on the
NYSE under the symbols CRDA and CRDB.


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

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

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

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

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

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

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

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

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

                          *********

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

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

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

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

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

                *** End of Transmission ***