TCR_Public/030606.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, June 6, 2003, Vol. 7, No. 111

                          Headlines

360NETWORKS: USA Unit & Committee Sue Marconi to Recoup $3 Mil.
ADELPHIA COMMS: Four Directors Plan to Step Down from Board
AHOLD: Divests Dutch Candy Store Chain via Management Buy-Out
AQUILA: Shareholders Elect Michael Crow as Independent Director
ASIA GLOBAL CROSSING: Wants Court to Approve BONY Stipulation

ASSET SECURITIZATION: Fitch Affirms 3 Low-B Note Class Ratings
ATA AIRLINES: May 2003 Revenue Passenger Miles Slide-Up 34.7%
AVALON DIGITAL: Nasdaq Delisting Stayed Pending June 26 Hearing
AVENUE ENTERTAINMENT: Recurring Losses Raise Going Concern Doubt
BETHLEHEM STEEL: S.D.N.Y. Court Clears UMWA Settlement Agreement

BIOTRANSPLANT INC: Selling Eligix(TM) Assets to Miltenyi Biotec
CALL-NET ENT.: Clearwater Capital Acquires 12.3% Equity Share
CASCADES INC: Boxboard Unit Redeems Class B Preferreds for $16MM
CENTERSPAN COMMS: Nasdaq Raises More Concerns re Listing Status
CLUBCORP: Completes Major Refinancing of Outstanding Bank Debt

COBALT CORP: AM Best Puts B+ Fin'l Strength Rating Under Review
CONSECO FINANCE: Selling Certain Assets to Genesis for $2.5 Mil.
CONSECO INC: Committee Balks At Securities Litigation Settlement
CONTINENTAL AIRLINES: Issuing $150 Million of 5.0% Conv. Notes
COVANTA ENERGY: Judge Blackshear Approves Zurich Settlement Pact

COX: Completes Cash Tender Offers for PRIZES and Premium PHONES
CRUM & FORSTER: Fitch Rates $300 Million 10.375% Sr. Notes at B
CSK AUTO: Fiscal First Quarter Results Show Marked Improvement
DELIA*S CORP: Red Ink Continues to Flow in First Quarter 2003
DELTA AIR LINES: Outlines Changes to Reduce Unit Costs by 15%

DLJ COMM'L: Fitch Downgrades on Series 2000-CKP1 Notes Ratings
EL PASO CORP: Completes Sale of Various Assets to Regency Gas
EL PASO CORP: Units Resolve Claims re Western Energy Crisis
EL PASO ELECTRIC: Bassham to Present at Deutsche Bank Conference
ENRON CORP: Broadband Unit Seeks Nod for Caprock Settlement Pact

ENTERTAINMENT TECH.: March 31 Net Capital Deficit Tops $1 Mill.
FAIRCHILD SEMICONDUCTOR: Says Q2 Revenues In Line with Forecast
FLEMING COMPANIES: PwC Approved to Perform Forensic Accounting
FS CONCEPTS: Inks Pact to Sell All Assets to Cheveux Acquisition
GENTEK: Honoring Senior Exec. Obligations for 2002 Calender Year

GLOBAL CROSSING: Court Approves Intercompany Asset Transfer Pact
HAYES LEMMERZ: Sues Mexican JV et al. to Recover Properties
HOUSTON EXPLORATION: S&P Ups Corp. Credit Rating a Notch to BB
INTEGRATED HEALTH: Court Clears $2.9-Mill. Steadfast Settlement
JACOBSON STORES: Disclosure Statement Hearing Set for July 16

JAZZ PHOTO: Has Until July 7 to File Schedules and Statements
KEY3MEDIA GROUP: Court Confirms Chapter 11 Reorganization Plan
KMART CORP: Court Allows Sale of Store No. 3537 to KIMART LP
LEAP WIRELESS: Proofs of Claim Due to be Filed by June 28, 2003
LERNOUT: Judge Wizmur Confirms Committee's First Amended Plan

LIN TV CORP: Provide Limited Guidance for Second Quarter 2003
LTV: Judge Bodoh Allows Copperweld to Hire Campbell & Levine
MARY KAY INC: Improved Results Prompt S&P to Raise Ratings to BB
MCSI INC: Case Summary & 20 Largest Unsecured Creditors
MERRILL LYNCH: Fitch Puts 2 BB-/B Note Class Ratings Watch Neg.

MIRANT CORP: Fitch Hatchets Ratings Following Exchange Offer
MIRANT: TIERS Certificates Trust Ser. 2001-14 Rating Cut to CCC
MORTON HOLDINGS: Plan Confirmation Hearing Set for June 23, 2003
MTS INC: S&P Ratings Dive to D Following Missed Interest Payment
NATIONSRENT INC: Plan Filing Exclusivity Extended Until June 30

NEXMED: Nasdaq Delisting Appeal Hearing Slated for July 10, 2003
NORTEL NETWORKS: Providing Telecomms. System to Bluepoint Corp.
NRG ENERGY: Plan's Treatment of Executory Contracts and Leases
ODETICS INC: March 31 Balance Sheet Upside-Down by $4 Million
OMNICARE: S&P Assigns Low-B Ratings to Sr. Notes & Trust PIERS

ORION REFINING: Signs-Up Jones Walker Special Louisiana Counsel
OWENS CORNING: Ardsley Advisory Discloses 8.50% Equity Stake
OXFORD AUTOMOTIVE: Secures $15-Million Financing from W.P. Carey
OXFORD AUTOMOTIVE: Appoints Martin E. Welch III as EVP and CFO
PACER TECHNOLOGY: Signs-Up Houlihan Lokey for Financial Advice

PENN TRAFFIC: Wants Court's Nod to Obtain $270 Million Financing
PORTLAND GENERAL: Fitch Ups Debt & Preferred Ratings to BB/B+
PPM AMERICA: S&P Hatchets Class A-2 Note Rating to BB from BBB-
PREMCOR INC: PRG Unit Commences $250MM Senior Notes Offering
PRINCETON VIDEO: Asks Court to Fix June 28, 2003 Claims Bar Date

QWEST COMMS: Considers Increasing Term Loan to $1.75 Billion
READER'S DIGEST: Appoints William E. Mayer to Board of Directors
RECOTON: Court OKs Thomson's $60MM Bid for Accessories Assets
ROWECOM INC: Sells U.S. Operations Assets to EBSCO Industries
SAMSONITE CORP: Will Hold Analysts' Conference Call on Wednesday

SLATER STEEL: Clearwater Capital Discloses 12.9% Equity Share
SLATER STEEL: Ontario Sec. Commission Imposes Cease Trade Order
SMITHFIELD FOODS: Reports Weaker Results for Fourth Quarter 2003
SOLAR INVESTMENT: Fitch Cuts Note Ratings to Low-B/Junks Levels
SPECIAL METALS: Files Plan and Disclosure Statement in Kentucky

SPIEGEL GROUP: Wins Court's Approval for IBM Release Agreement
SUN MEDIA: Successfully Closes Exchange Offer for 7-5/8% Notes
TOWER AUTOMOTIVE: S&P Gives B Rating to Unit's $250-Mill. Notes
TRANS ENERGY: Cash Resources Insufficient to Continue Operations
TYCO INT'L: Fitch Affirms BB Senior Unsecured Debt Rating

UNITED AIRLINES: Committee Gets Nod to Hire Saybrook as Advisors
U.S. INDUSTRIES: Shareholders Approve Change of Company's Name
WEIRTON STEEL: Gets Blessing to Pay Prepetition Tax Obligations
WELLS FARGO: Fitch Rates Two Class B Ser. 2003-4 Notes at BB/B
WESTERN WIRELESS: Commences $100-Mill. Conv. Sub. Notes Offering

WESTPOINT: Asks Court to Allow Use of Lenders' Cash Collateral
WILLIAMS COMPANIES: Firming-Up New $800 Million Credit Facility
WORLDCOM INC: Stockholders' Boycott Gathers Momentum
WORLDCOM INC: Court Approves Rejection of ACOM & ABIZ Contracts

* Avail Consulting Expands Services through New York Office
* Houlihan Lokey Howard & Zukin Acquires Media Connect Partners

* BOOK REVIEW: Risk, Uncertainty and Profit

                          *********

360NETWORKS: USA Unit & Committee Sue Marconi to Recoup $3 Mil.
---------------------------------------------------------------
The Official Committee of Unsecured Creditors and 360networks
(USA) inc. seek the avoidance, recovery and turnover of certain
preferential transfers 360 made to Marconi Communications, Inc.,
pursuant to Rule 7001 of the Federal Rules of Bankruptcy
Procedure, Sections 547 and 550 of the Bankruptcy Code, the Plan
and the Confirmation Order.

Maria D. Melendez, Esq., at Sidley Austin Brown & Wood LLP, in
New York, relates that within 90 days prior to the Petition
Date, 360 made these seven Transfers to or for Marconi's benefit
totaling $3,183,188.  On March 26, 2002, 360 demanded Marconi
return the prepetition Transfers.  Marconi didn't send a check.

Ms. Melendez tells the Court that:

    (a) each of the Transfers was made to Marconi for or on
        account of an antecedent debt 360 owed before
        each Transfer was made;

    (b) Marconi 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, Marconi 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

        -- Marconi received payment of the debts in a Chapter 7
           proceeding in the manner the Bankruptcy Code
           specified.

Thus, the Committee and 360 ask the Court to:

    (a) declare that the Transfers are avoidable pursuant to
        Section 547 of the Bankruptcy Code;

    (b) pursuant to Section 547, declare that Marconi must
        pay at least $3,183,188, plus interest from the date of
        the Demand Letter as permitted by law, representing the
        amounts it owed to the Debtors;

    (c) pursuant to Section 550, declare that Marconi pay at
        least $3,183,188, plus interest from the date of the
        Demand Letter as permitted by law;

    (d) pursuant to Section 502(d), provide that any and all
        claims against the Debtors Marconi filed in these
        cases will be disallowed until it repays in full the
        Transfer plus all applicable interest; and

    (e) award to the Committee and 360 all costs,
        reasonable attorneys' fees and interest.  (360
        Bankruptcy News, Issue No. 49; Bankruptcy Creditors'
        Service, Inc., 609/392-0900)


ADELPHIA COMMS: Four Directors Plan to Step Down from Board
-----------------------------------------------------------
Adelphia Communications Corporation (OTC: ADELQ) announced that
four current members of the Board of Directors who had served
prior to the Company's Chapter 11 filing in June 2002 - Leslie
Gelber, Pete J. Metros, Dennis Coyle and Erland "Erkie"
Kailbourne - said today they will be stepping down to complete
the transition to a new independent Board.

Messrs. Gelber, Metros, Coyle and Kailbourne said it was the
right time to transition the Board as new independent directors
are added. The decision was based on the fact that the Company's
operations have been stabilized, a new management team has been
recruited and the Board has returned to its full nine-member
complement following the recent addition of Philip R. Lochner,
Jr. and Susan Ness. The four directors cited the progress made
by the Board's Special Committee in investigating the
wrongdoings of the past, as evidenced by the criminal
indictments issued by the U.S. Department of Justice and the
pending lawsuits filed by Adelphia against the Rigases and
Deloitte & Touche, Adelphia's prior auditors. Other recent
Adelphia achievements influenced the decision, including the
Company having secured access to $1.5 billion in debtor in
possession (DIP) financing and the fact that customers,
employees, franchise authorities and other key stakeholders are
increasingly supportive of Adelphia's rebuilding effort.

          Instrumental Role in Positioning Adelphia
               for Successful Reorganization

The four carry-over directors led the effort to recruit the
highest quality senior management to Adelphia. In addition,
Mr. Kailbourne served as Chairman and interim Chief Executive
Officer of the Company until the appointment of William T.
Schleyer as Chairman and CEO in February 2003.

Mr. Schleyer said, "These four directors have played an
instrumental role in positioning Adelphia for a successful
reorganization. Beginning in May 2002, they took decisive action
to secure the resignations of the Rigas management and to
supervise and direct a comprehensive investigation of the
wrongful acts that have caused substantial damage to Adelphia's
stakeholders. Their stewardship of the business until new
management could be appointed has helped to preserve value while
maintaining quality service to our millions of customers.

"Erkie, Les, Pete and Dennis should be very proud of their many
significant achievements on the operational, management,
financial and legal fronts. We are grateful for their
dedication, hard work and commitment to Adelphia. Now that
they've decided that this is the right time to move on and
enable Adelphia to complete its transition to a new management
team and Board, we wish them the very best. Their support of an
orderly Board transition process will further benefit Adelphia
as we work to return the Company to financial health. I also
want to thank them for their support of the actions Ron Cooper
and I have been taking since coming to Adelphia.

"I want to acknowledge Erkie for his role as Chair and interim
CEO through a very demanding period. His commitment during a
critical period of time gave the Company the stability to begin
the rebuilding process, and I would also like to acknowledge
Les's contribution as chair of both the Special Committee and
the Nominating Committee."

       Adelphia to Recruit Four New Independent Directors

The Company said that it has retained Spencer Stuart, a leading
executive search firm, to help identify new independent director
candidates who can bring additional perspective and corporate
governance and cable industry experience to the Company as it
continues its restructuring effort. As new independent directors
join the Board, a corresponding number of carry-over directors
will retire to ensure an orderly transition.

"As Adelphia moves forward," Mr. Schleyer added, "we are
actively seeking additional independent director candidates who
will further enhance the Board's corporate governance, legal and
policy expertise."

As previously announced, in addition to Mr. Schleyer, the four
independent directors appointed to the Board since the Chapter
11 filing are:

-- Rod Cornelius, an investor and former Vice Chairman of
   Renaissance Cable and former Vice Chairman of Cablevision
   Industries;

-- Anthony T. Kronman, Dean of Yale Law School and a leading
   expert on legal ethics and governance issues;

-- Philip R. Lochner, Jr., a former Senior Vice President and
   Chief Administrative Officer of Time Warner, Inc. and
   commissioner of the Securities and Exchange Commission; and

-- Susan Ness, a consultant to media and communications
   companies and former commissioner of the Federal
   Communications Commission.

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

Adelphia Communications' 10.875% bonds due 2010 (ADEL10USR1) are
trading at about 56 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ADEL10USR1
for real-time bond pricing.


AHOLD: Divests Dutch Candy Store Chain via Management Buy-Out
-------------------------------------------------------------
Ahold (NYSE:AHO) announced the divestment of its Dutch candy
store chain Jamin Winkelbedrijf B.V.  Through a management buy-
out, Jamin's current executive team will continue to run the
company as an independent entity. The transaction sum was not
disclosed.  The trade unions were recently informed and are
expected to give a positive answer with respect to the
transaction shortly.  The works council of Jamin has given its
positive advice. The transaction is expected to close in the
second quarter of 2003.

The transaction includes all five Jamin chain stores and their
inventory, stock and debtors. The 137 franchise stores will also
continue to conduct their business with Jamin. All 60 associates
currently working for Jamin will continue to work for the
company. It will also be business as usual at Jamin's head
office in the southern Netherlands as well as at the
distribution center. Customers will not notice a significant
change, as the company will continue to operate under the same
brand name and offer its current range of quality confectionery
- some 300 popular pick and mix candy items, ice cream and
chocolate delicacies.

Jamin has been part of Ahold's Dutch store portfolio since 1993.
The planned divestment of the subsidiary is part of Ahold's
strategic plan to restructure its portfolio to focus on core
activities and to concentrate on its mature and most stable
markets. Ahold believes Jamin will grow stronger within an
environment specialized in quality confectionery.

                        *   *   *

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

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


AQUILA: Shareholders Elect Michael Crow as Independent Director
---------------------------------------------------------------
Aquila, Inc. (NYSE: ILA) announced at its annual meeting in
Kansas City that its shareholders have elected a new independent
director and re-elected two other directors.

Shareholders voted to approve:

-- Re-election of Chairman and CEO Richard C. Green, Jr. for a
   three-year term. Green serves on the board's executive
   committee.

-- Re-election of Gerald Shaheen, group president of
   Caterpillar, Inc. for a three-year term. Shaheen serves on
   the board's audit committee.

-- Election of Michael Crow, president of Arizona State
   University, as a new independent director for a three-year
   term on the board. Crow's election increases the board size
   to eight directors, seven of whom are independent.

A shareholder proposal listed in the proxy statement was not
acted upon because the proponent did not present the proposal at
the meeting as required by Securities and Exchange Commission
rules. The proposal called for a minimum of two director
nominees for each director vacancy to be voted on by
shareholders. The preliminary proxy count indicated that the
proposal would have been defeated if it had been presented.

           Review of Restructuring Plan and Actions

During the meeting, Chairman Richard C. Green, Jr. also reviewed
key elements of the company's repositioning plan, which includes
the continuing execution of a restructuring plan to restore
business and financial stability as well as focusing on
enhancing the value of the company's ongoing utility business.

Following a series of market events last year, the company began
exiting the merchant energy trading business and selling non-
core assets. Green told shareholders that continued execution of
the plan is bringing the company closer to its roots as a
regulated utility network in the United States. (A copy of
Green's annual meeting presentation is available at
http://www.aquila.com Click on Investors then Presentations &
Webcasts.)

"We are making progress on our recovery," said Green. "We've
identified the steps needed to restore stability and continue to
execute on that plan. Our actions are focused first on improving
liquidity, and then restoring earnings. Ultimately, we are
determined to again be a financially healthy, customer-focused
utility that delivers real value to all of our shareholders."

As reported previously and discussed with shareholders today,
significant steps taken since the start of the year to
strengthen the company's balance sheet and improve liquidity
include:

-- Completion of a new $630 million financing agreement.

-- Signing of an agreement to sell all of Aquila's Australian
   investments for $589 million.

-- Termination of the Acadia toll, returning to Aquila $45
   million in posted collateral and eliminating $834 million in
   payments due to Acadia over the remainder of the 20-year
   term.

-- Signing of an agreement to sell Midlands Electricity in the
   United Kingdom.

Other restructuring efforts completed at the end of 2002 are:

-- Reduction of $1 billion in liabilities.

-- Completion of $1.3 billion in asset sales.

While much has been accomplished, Green reminded shareholders
that restructuring efforts will continue throughout 2003 and
2004. He stated that the company will work to sell additional
non-core assets, restructure the Elwood tolling agreement,
improve liquidity, strengthen its ongoing utility operations and
pursue appropriate rate relief.

Based in Kansas City, Mo., Aquila operates electricity and
natural gas distribution networks serving customers in seven
states and in Canada, the United Kingdom and Australia. The
company also owns and operates power generation assets. More
information is available at http://www.aquila.com

As reported in Troubled Company Reporter's April 15, 2003
edition, Fitch Ratings assigned a 'B+' rating to the new $430
million senior secured 3-year credit facility of Aquila, Inc.
Concurrently, Fitch has downgraded the senior unsecured rating
of ILA to 'B-' from 'B+'. Approximately $3 billion of debt has
been affected. The senior unsecured rating of ILA is removed
from Rating Watch Negative. The Rating Outlook for ILA's secured
and unsecured ratings is Negative.

The Facility rating was based on the structural protections of
the Facility as well as the senior secured lenders' enhanced
recovery prospects relative to unsecured creditors. Secured and
structurally senior debt together account for approximately 25%
of total debt excluding pre-payment obligations. Facility
collateral includes first mortgage bonds registered in the name
of the collateral agent (Credit Suisse First Boston) on the
regulated gas distribution utilities in MI and NE, a pledge of
stock of the holding company of the Canadian regulated
electricity distribution businesses and a second lien on certain
independent power plant investments.

Standard & Poor's Rating Services lowered its corporate credit
and senior unsecured rating on electricity and natural gas
distributor Aquila Inc., to 'B' from 'B+'. The ratings have also
been removed from CreditWatch where they were placed with
negative implications on Feb. 25, 2003. The outlook is negative.
The rating actions reflect concerns resulting from the company's
reliance on asset sales to reduce debt levels and projected weak
cash flows from operations. At the same time, Standard & Poor's
Rating Services assigned a 'B+' rating to Aquila's proposed $430
million senior secured credit facility. The issuer rating of
Aquila Merchant Services Inc. was withdrawn.

"The ratings on Aquila reflect Standard & Poor's analysis of the
company's restructuring plan, financial condition, and available
liquidity to meet near-term obligations," noted Standard &
Poor's credit analyst Rajeev Sharma. Aquila's restructuring plan
is dependent on continued asset sales. Standard & Poor's is
concerned with the heavy execution risks involved with Aquila's
asset sales strategy. Weak market conditions may lead to
increased execution risks for future asset sales, as evidenced
by the delay in the sale of Avon Energy Partners Holdings. Due
to weak cash flow generation from operations, asset sales will
be necessary for Aquila to reduce its debt levels and shore up
the company's balance sheet. However, cash flow generation
relative to total debt is likely to remain weak and not exceed
15% in the near term.

Cash flows from Aquila's regulated utilities are projected to be
stable, however, depressed power prices and negative spark
spreads will continue to be a drag on Aquila's cash flow from
operations on the nonregulated side of the business. Overall
cash flow will be strained, as the company faces restructuring
charges in 2003 and debt maturities in 2004. Expected cash flow
from the company's reconstituted business plan is insufficient
to fully offset Aquila's massive amount of debt leverage.

Aquila's liquidity will be highly dependent on continued asset
sales as the company faces $400 million in debt maturities in
2004 ($250 million in senior notes due in July and $150 million
in senior notes due in October). Aquila's liquidity will be
further strained by the cash outflows associated with its
prepaid gas delivery contracts and tolling agreements. The
aggregate cash flows for these commitments are estimated to be
$245 million in 2003 and $263 million in 2004. In addition,
substantial projected capital expenditures of $316 million in
2003 and $210 million in 2004 and working capital needs will
continue to be a drain on cash flows.


ASIA GLOBAL CROSSING: Wants Court to Approve BONY Stipulation
-------------------------------------------------------------
David M. Friedman, Esq., at Kasowitz Benson Torres & Friedman
LLP, in New York, informs the Court that the Bank of New York is
the Indenture Trustee under an Indenture, dated as of October
12, 2000, among the Asia Global Crossing Debtors, certain
guarantors and United States Trust Company of New York.  The
Indenture governs the issuance by the AGX Debtors of
$408,000,000 in 13.375% Senior Notes due 2010.

Pursuant to the Indenture, Mr. Friedman reports that prior to
the Petition Date, a semi-annual interest payment in respect of
the Notes was required to be paid on each April 15 and October
15 until the Notes were paid in full.  On October 15, 2002, a
semi-annual interest payment amounting to $27,285,000 became due
and payable under the Indenture to the Indenture Trustee for the
benefit of the holders of the Notes.  The AGX Debtors elected to
transfer the Funds to the Indenture Trustee after October 15,
2002 but within the 30-day grace period provided for under the
Indenture.

On October 28, 2002, Mr. Friedman recounts that the AGX Debtors
paid the Funds to the Indenture Trustee for the benefit of the
Noteholders.  Because the Funds were paid after the October 15
"due date," but during the grace period, the AGX Debtors were
required under the Indenture to set, and notify the Indenture
Trustee of a special record date for purposes of determining the
Noteholders of record entitled to share in the Funds and a
subsequent date on which the Indenture Trustee would transfer
the Funds to the Noteholders.  In accordance with the Indenture,
the AGX Debtors established November 12, 2002 as the Special
Record Date and November 22, 2002 as the Payment Date.

As a result of the Chapter 11 filing prior to the Payment Date,
the Indenture Trustee did not distribute the Funds to the
Noteholders.  On February 7, 2003, the Indenture Trustee asked
the Bankruptcy Court to:

    (i) modify the automatic stay to permit the Indenture
        Trustee to make a distribution to holders of the Notes
        the Funds that were paid to the Indenture Trustee by the
        Debtors on October 28, 2002; and

   (ii) release the Indenture Trustee from any potential
        liability for disbursing the Funds, including any
        "claims arising under Chapter 5 of Title 11 of the
        United States Code."

But Mr. Friedman relates that the Court denied the Indenture
Trustee's request and directed the Indenture Trustee to re-file
its motion as an adversary proceeding.  On March 28, 2003, the
Indenture Trustee filed a complaint with the Court commencing an
adversary proceeding styled, The Bank of New York vs. Asia
Global Crossing Development Company, Pacific Crossing Ltd., PC
Landing Corp., Pacific Crossing UK Ltd., PCL Japan Ltd., and SCS
Bermuda Ltd., Adversary No. 03-02289 (SMB).  The Indenture
Trustee Complaint seeks a declaratory judgment that:

  a. the Interest Payment is not property of the Debtors'
     estates within the purview of Section 541 of the Bankruptcy
     Code; and

  b. the Indenture Trustee is not an "initial transferee" or
     "mediate transferee" under Section 550 of the Bankruptcy
     Code by virtue of its receipt of the Funds.

On April 2, 2003, the Indenture Trustee voluntarily dismissed
Pacific Crossing Ltd., PC Landing Corp., Pacific Crossing UK
Ltd., PCL Japan Ltd., and SCS Bermuda Ltd as defendants to the
Adversary Proceeding.  On April 22, 2003, the Court entered an
order approving The Bank of New York's request to shorten time
to answer complaint for declaratory judgment and enter a
scheduling order, which, among other things, requires that
answers to the Indenture Trustee Complaint be filed no later
than May 6, 2003 and that "in the event that the parties enter
into a stipulation in settlement of the issues raised by the
Complaint, they will be excused from compliance with the
deadlines hereunder that subsequently become due, and such
proposed settlement shall be presented to the Court by motion,
upon notice and a hearing, pursuant to Bankruptcy Rule 9019."

On May 14, 2003, the Debtors filed a complaint against the
Indenture Trustee seeking to avoid the Transfer as a
preferential transfer under Section 547(b) of the Bankruptcy
Code and recover the Funds from the Indenture Trustee pursuant
to Section 550 of the Bankruptcy Code.

By this motion, the Debtors ask Judge Bernstein to approve a
Stipulation and Judgment Granting Declaratory Relief, dated
May 6, 2003, among the Indenture Trustee and the Debtors.  The
Stipulation and Judgment sets forth the terms by which the
Indenture Trustee and the Debtors have agreed to resolve and
settle the Adversary Proceeding.

Mr. Friedman explains that the Stipulation and Judgment has two
components.  One component sets forth the agreement of the
Indenture Trustee and the Debtors concerning certain factual and
legal matters not in dispute; the second component sets forth
the language that would constitute the Court's judgment
adjudicating the Adversary Proceeding.

The Stipulation and Judgment provides for:

  A. Predicate Facts Regarding the Transfer: Certain basic facts
     concerning the Transfer are set forth.

  B. Indenture Trustee Holds the Funds: The parties acknowledge
     that the Indenture Trustee holds the Funds for the benefit
     of the Noteholders.

  C. Property of the Estate: The parties acknowledge, and the
     Court decrees, that the Funds are not property of the
     Debtors' estate within the purview of Section 541 of the
     Bankruptcy Code.

  D. Indenture Trustee's Transferee Status: The Indenture
     Trustee, in its individual capacity, is not an "initial
     transferee" or a "mediate transferee" under Section 550 of
     the Bankruptcy Code.

  E. No Liability in Individual Capacity: The Indenture Trustee,
     in its individual capacity, will have no liability under
     Section 550(a) of the Bankruptcy Code to the Debtors, a
     trustee of the Debtors' estate or a successor-in-interest
     to the Debtors under the plan of reorganization with
     respect to the Fund.

  F. Recovery of the Funds: In the event that a final judgment
     is entered by a court of competent jurisdiction avoiding
     the Transfer as a preferential transfer under Section
     547(b) of the Bankruptcy Code, the Debtors, a trustee of
     the Debtors' estate or any successor to the Debtors under
     the Plan may recover the Funds:

     -- from the Indenture Trustee, in its Statutory Capacity
        and in its Representative Capacity, if the Funds are
        held by the Indenture Trustee; or

     -- by offsetting against the distribution otherwise
        distributable to the Indenture Trustee for the benefit
        of the Noteholders under the Plan the amount of the
        Preference Judgment.

  G. Right to Sue Indenture Trustee: Nothing contained in the
     Judgment will impair or otherwise affect the right of the
     Debtors, a trustee of the Debtors' estate or any successor-
     in-interest to the Debtors under the Plan to name the
     Indenture Trustee, solely in its Statutory Capacity and its
     Representative Capacity and not in its individual capacity,
     as a defendant in any action or proceeding to avoid the
     Transfer under Section 547 of the Bankruptcy Code and
     recover the Funds under Section 550 of the Bankruptcy Code.

Mr. Friedman tells the Court that the Stipulation and Judgment
preserve the right of the Debtors' estate, or the right of its
successor, to sue the Indenture Trustee, in its Representative
Capacity and in its Statutory Capacity, but not in its
individual capacity, to avoid the Transfer and recover the
Funds.  The Stipulation, consistent with applicable case law,
provides that the Indenture Trustee will not be liable for
payment of any Judgment obtained against the Indenture Trustee
in its Statutory Capacity and its Representative Capacity.
Thus, if the Indenture Trustee were to have distributed the
Funds to the Noteholders prior to entry of the Preference
Judgment, the Debtors could not enforce the Preference Judgment
against the Indenture Trustee in its individual capacity.  The
Stipulation and Judgment also provides a convenient offset
vehicle by which any Preference Judgment obtained against the
Indenture Trustee may be recovered by offsetting the amount of
the Preference Judgment against the distribution that the
Indenture Trustee would be entitled to under the Plan.

Mr. Friedman contends that the Stipulation is fair and equitable
and falls well within the range of reasonableness as it provides
significant benefits to the Debtors, including:

  -- It provides a practical approach for resolving potentially
     costly litigation;

  -- It clarifies the nature of the rights of the Debtors, and
     any successor to the Debtors, against the Indenture Trustee
     with regard to recovery of the Funds in the event that a
     Preference Judgment is entered against the Indenture
     Trustee in its Statutory Capacity and its Representative
     Capacity;

  -- It does not impair the Debtors' right, or the right of any
     of its' successor, to sue the Indenture Trustee to avoid
     the Transfer and recover the Funds from the Indenture
     Trustee, solely in its Statutory Capacity and its
     Representative Capacity; and

  -- It provides a convenient offset vehicle by which any
     Preference Judgment obtained against the Indenture Trustee
     in its Statutory Capacity and its Representative Capacity
     may be recovered by offsetting the amount of the Preference
     Judgment against the distribution that the Indenture
     Trustee would be entitled to under the Plan. (Global
     Crossing Bankruptcy News, Issue No. 37; Bankruptcy
     Creditors' Service, Inc., 609/392-0900)

Asia Global Crossing's 13.375% bonds due 2010 (AGCX10USR1) are
trading at about 13 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AGCX10USR1
for real-time bond pricing.


ASSET SECURITIZATION: Fitch Affirms 3 Low-B Note Class Ratings
--------------------------------------------------------------
Asset Securitization Corporation's commercial mortgage pass-
through certificates, series 1997-D4, $73.4 million class A1-B,
$65 million class A1-C, $671.2 million class A1-D, $84.2 million
class A1-E, $28.1 million class A-2 and the interest-only class
PS-1 are affirmed at 'AAA' by Fitch Ratings.

In addition, Fitch affirms the following classes: $49.1 million
class A-3 at 'AA'; $21 million class A-4 at 'A+'; $42.1 million
class A-5 at 'A'; $28.1 million class A-6 at 'BBB+'; $21 million
class A-7 at 'BBB'; $21 million class A-8 at 'BBB-'; $35.1
million class B-1 at 'BB+'; $35.1 million class B-2 at 'BB'; and
$14 million class B-3 at 'BB-'. Fitch does not rate the $21
million class B-4, $14 million class B-5, $14 million B-6, $12.7
class B-7 or $604 class B-7H certificates. The rating
affirmations follow Fitch's annual review of the transaction,
which closed in April 1997.

The rating affirmations reflect the consistent loan performance
and minimal reduction of the pool collateral balance since
closing.

CapMark Services, L.P., the master servicer, collected year-end
2002 financials for 61% of the pool balance. Based on the
information provided the resulting YE 2002 weighted average debt
service coverage ratio is 1.63 times compared to 1.52x at
issuance for the same loans.

Currently, seven loans (9%) are in special servicing. The
largest loan the Hudson Hotel portfolio, is secured by 16
limited and full service hotels located in the eastern states
from New York to Florida, and is current. The loan is in special
servicing due to the parent of the borrowing entity having filed
Ch. 11 bankruptcy. The next largest specially serviced loan is
the Prime Retail II portfolio, secured by three retail outlet
malls located in Arizona, Oregon and Idaho, and is currently 60
days delinquent. All three properties have suffered declines in
occupancy, however the Idaho property, which is currently 40%
vacant, is the main reason for the portfolio's decline in
performance. Thirteen loans (12%) reported YE 2002 DSCRs below
1.00x. One of the loans, the Saracen loan (5%), is the second
largest loan in the transaction and is secured by six office
properties located in Massachusetts. The loan is current, but on
the master servicer's watchlist due to its continuous declining
coverage as a result of significant vacancies at three of the
six properties. In addition, the borrower has almost completed
material alterations to one of the properties without the
lender's consent.

Fitch will continue to monitor this transaction, as surveillance
is ongoing.


ATA AIRLINES: May 2003 Revenue Passenger Miles Slide-Up 34.7%
-------------------------------------------------------------
ATA Airlines, Inc., the principal subsidiary of ATA Holdings
Corp. (Nasdaq:ATAH), reported that May scheduled service
traffic, measured in revenue passenger miles, increased 34.7
percent on 32.6 percent more capacity, measured in available
seat miles, compared to 2002. ATA's May scheduled service
passenger load factor increased 1.2 points to 73.0 percent and
passenger enplanements grew by 30.5 percent compared to 2002.
ATA enplaned 891,410 scheduled service passengers in May and 4.2
million for the first five months of 2003.

In May, ATA Holdings Corp. received $37.2 million from the
Federal Government under the Emergency Wartime Supplemental
Appropriations Act of 2003 based on security fees collected from
February 1, 2002 through April 16, 2003. ATA currently expects
to report a net profit in the second quarter of 2003, even
before the effect of this non-recurring payment.

ATA Holdings Corp. common stock trades on the NASDAQ Stock
Market under the symbol "ATAH". As of May 31, 2003, ATA has a
fleet of 30 Boeing 737-800's, 15 Boeing 757-200's, 10 Boeing
757-300's, and 9 Lockheed L1011's. Chicago Express Airlines,
Inc., the wholly owned commuter airline based at Chicago-Midway
Airport, operates 17 SAAB-340B's.

Now celebrating its 30th year of operation, ATA is the nation's
10th largest passenger carrier based on revenue passenger miles.
ATA operates significant scheduled service from Chicago-Midway
and Indianapolis to over 40 business and vacation destinations.
To learn more about the Company, visit the Web site at
http://www.ata.com

ATA -- whose corporate credit is rated by Standard & Poor's at
'B-' -- is the nation's 10th largest passenger carrier, based on
revenue passenger miles and operates significant scheduled
services from Chicago-Midway, Indianapolis, St. Petersburg, Fla.
and San Francisco to over 40 business and vacation destinations.
Stock of the Company's parent company, ATA Holdings Corp.
(formerly known as Amtran, Inc.), is traded on the Nasdaq stock
market under the symbol "ATAH." For more information about the
Company, visit the Web site at http://www.ata.com


AVALON DIGITAL: Nasdaq Delisting Stayed Pending June 26 Hearing
---------------------------------------------------------------
Avalon Digital Marketing Systems Inc., (Nasdaq:AVLNE) received a
Nasdaq Staff Determination on May 27, 2003, indicating that
Avalon has not maintained compliance with the continued listing
criteria of the Nasdaq SmallCap Market due to its failure to
file its Form 10-Q for the quarter ended March 31, 2003 in a
timely manner and to pay its annual listing fees, as required
pursuant to Marketplace Rules 4310(C)(13) and 4310(C)(14).

As a result, Avalon's common stock is subject to delisting from
the Nasdaq SmallCap Market.

Avalon has requested a hearing before a Nasdaq Listing
Qualifications Panel to appeal the Staff Determination. Nasdaq
has granted Avalon a hearing on June 26, 2003, and Avalon's
listing status will not change until a final determination has
been issued by the Panel following the hearing.

There can be no assurance that the Panel will grant Avalon's
request for continued listing on the Nasdaq SmallCap Market. If
the company is unsuccessful in its appeal, Avalon believes its
common stock will be eligible for quotation on the OTC Bulletin
Board.

Avalon Digital is a software and services company that develops
and sells a suite of digital marketing technology solutions. The
company provides its large enterprise clients, including several
Fortune 500 firms, with marketing automation and digital
communication technology complemented by full-service
professional consultation and integration support. The company
addresses the small business market through e-business products,
including Web site design software and hosting, e-mail marketing
software, and a suite of integrated marketing products and
services.

                         *     *     *

                "We Need Additional Financing"

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

"Our liquidity is significantly impacted by credit and
collections issues. Our Small Business channel has generated
large balances of receivables and, depending on the quality of
the credit and cash needs, we sell certain of the receivables,
at a discount, to financing sources. Receivables that have not
been sold are retained and billing and collecting administration
have been outsourced. A large portion of the Small Business
customers have historically had sub-prime credit. Accordingly,
many of the receivables generated by these customers may have
high credit risk.

"At December 31, 2002, our cash position required that we
actively seek additional capital. As of December 31, 2002, we
had current assets of approximately $2.4 million and current
liabilities of approximately $10.8 million. This represents a
working capital deficit of approximately $8.4 million. The
negative working capital balance includes as current
liabilities approximately $1.3 of deferred revenues and is
mitigated by approximately $0.8 million in net contracts
receivables included in long-term assets.

"The Company's line of credit facility with Zions Bank includes
covenants for tangible net worth and debt coverage ratios.  As
of December 31, 2002, the balance on the line was  $247,822,
and the Company was in violation of these covenants, and has
sought waivers. As of the date hereof, the bank has not waived
the violations, and if it were to demand payment of the entire
balance, the Company's liquidity would suffer. In January 2003,
in exchange for an advance of $250,000 on the line, the Company
designated  a recurring revenue stream in the amount of
approximately $40,000 per month for repayment of the
outstanding balance on the line.

"The $250,000 principal payment due to Radical Communication,
Inc., on October 1, 2002 has not been made, and in February
2003, $50,000 of the past due amount was converted into common
stock at $4 per share. We are seeking an extension or conversion
into equity of some or all of the balance.

"We have $820,000 of convertible notes payable that were due on
November 21, 2002. The notes were convertible into common stock
at the options of the holders, for the lower of $8.70 or the
price of a private placement of our common stock, but not
converted. In November 2002, the note holders agreed to amend
the repayment terms of the notes to increase the interest rate
to 14%, lower the conversion price to $3 per share, establish
payment terms calling for six equal monthly principal payments
beginning in January 2003 through June 2003. In January 2003,
$130,667 of the notes were converted into 43,570 shares of
common stock. As of February 10, 2003, the balance of the
January payment that was not converted into common stock
amounted to $50,107 and had not been paid.

"In February 2003, a group of investors led by East-West Capital
Associates, Inc., and its affiliate, East West Venture Group,
LLC agreed to fund the $175,000 remainder of its $3 million
obligation to purchase our common stock at $4 per share, by
providing $25,000 in cash and $150,000 through the conversion of
a portion of the note payable to Radical Communication, Inc.
into common stock on the same terms. In addition, the February
2003 amendment to the stock purchase agreement terminated the
remaining financing commitment of $800,000 in exchange for a
cash investment of $200,000 in the Company by East-West Capital
in the form of a convertible secured debenture, bearing interest
at 10% per annum, and maturing on the earlier of 120 days from
the funding date or the closing of a financing for at least an
additional $500,000 or more of equity or debt. The debenture may
be converted at the option of the holder at the lesser of (i)
$1.375 per share or (ii) the same terms and conditions as a
proposed new equity financing by the Company. The Company also
agreed to reprice previous warrants issued to East-West Capital
and its affiliates to $2.00 per share. East-West Capital agreed
to eliminate the protective provisions of the related investor
rights agreement and provide active assistance to the Company in
its proposed new equity financing efforts. To date, East-West
Capital has otherwise satisfied all of their original financing
commitments to the Company.

"Since the closing of the reverse acquisition of MindArrow, the
Company has taken steps to reduce monthly cash operating
expenses and identify new sources of revenue. We are currently
seeking additional debt and equity financing and are currently
evaluating proposals from investors under those terms. However,
no binding agreements have been signed and there is no certainty
that terms acceptable to the Company and investors can be
reached.

"The accompanying consolidated financial statements have been
prepared in conformity with accounting principles generally
accepted in the United States of America, which contemplate
continuation of the company as a going concern.

"In our view, recoverability of a major portion of the recorded
asset amounts shown in the accompanying balance sheet is
dependent upon our continued operations, which in turn is
dependent upon our ability to meet obligations on a continuing
basis. The consolidated financial statements do not include any
adjustments relating to the recoverability and classification of
recorded asset amounts or amounts and classification of
liabilities that might be necessary should we be unable to
continue in existence."


AVENUE ENTERTAINMENT: Recurring Losses Raise Going Concern Doubt
----------------------------------------------------------------
Avenue Entertainment Group, Inc. is principally engaged in the
development, production and distribution of feature films,
television series, movies-for-television, mini-series and film
star biographies.

Generally, theatrical films are first distributed in the
theatrical and home video markets. Subsequently, theatrical
films are made available for worldwide television network
exhibition or pay television, television syndication and cable
television. Generally, television films are first licensed for
network exhibition and foreign syndication or home video, and
subsequently for domestic syndication on cable television. The
revenue cycle generally extends 7 to 10 years on film and
television product.

The Independent Auditor's Report dated March 7, 2003 on the
Company's consolidated financial statements states that the
Company has suffered losses from operations, has a working
capital deficiency and has an accumulated deficit that raises
substantial doubt about its ability to continue as a going
concern.

At March 31, 2003, the Company had approximately $98,000 in
cash. Revenues were insufficient to cover costs of operations
for the quarter ended March 31, 2003. The Company has a working
capital deficiency and has an accumulated deficit of $8,249,441
through March 31, 2003. The Company's continuation as a going
concern is dependent on its ability to ultimately attain
profitable operations and positive cash flows from operations.
The Company's management believes that it can satisfy its
working capital needs based on its estimates of revenues and
expenses, together with improved operating cash flows, as well
as additional funding whether from financial markets, other
sources or other collaborative arrangements. The Company
believes it will have sufficient funds available to continue to
exist through the next year, although no assurance can be given
in this regard. Insufficient funds will require the Company to
scale back its operations.  On April 15, 2003 the Company
entered into an unsecured loan for $250,000 at prime plus 1%
with City National Bank. As of May 14, 2003 no funds had been
borrowed under the loan.

Revenues for the three months ended March 31, 2003 were
approximately $157,000 compared to $516,000 for the three months
ended March 31, 2002. Revenues earned in 2003 were derived
primarily from producer fees for the HBO First Look Deal and
Mindhunters and consulting fees.

The revenues earned in 2002 were derived primarily from
producing fees for the HBO projects "Angels in America",
"Normal" and "Path to War."

Film production costs for the three months ended March 30, 2003
were $15,000 compared to $23,000 for the three months ended
March 31, 2002.

Selling, general and administrative expenses for the three
months ended March 31, 2003 were $310,000 compared to $322,000
for the three months ended March 31, 2002.


BETHLEHEM STEEL: S.D.N.Y. Court Clears UMWA Settlement Agreement
----------------------------------------------------------------
The Coal Industry Retiree Health Benefit Act of 1992 allocates
legal responsibility for funding the health benefits of certain
coal industry retirees and their beneficiaries among companies
that formerly employed the retirees.  The Coal Act has three
components to fund the health benefits for Coal Act Retirees:

(1) The Combined Fund

The Combined Fund provides lifetime health benefits to certain
Coal Act Retirees who were eligible to receive and were
receiving benefits from the 1950 UMWA Benefit Plan or the 1974
UMWA Benefit Plan as of July 20, 1992.  The Coal Act requires an
assigned operator to pay an annual premium in monthly
installments to the Combined Fund.  The premium is comprised of
three parts:

   * a health premium for the assigned operator's "assigned
     beneficiaries;"

   * an actuarially determined death benefit premium; and

   * an "unassigned beneficiaries premium."

Any "related person" within the meaning of the Coal Act of an
assigned operator is jointly and severally liable for payment of
the Combined Fund Annual Premium.

An "assigned operator" is the employer that was signatory to a
coal wage agreement and to which liability with respect to a
Coal Act Retiree is assigned by the Commissioner of Social
Security.

A "last signatory operator" is the employer that was signatory
to a coal wage agreement and was the most recent coal industry
employer of a Coal Act Retiree.

(2) A Statutory Requirement That Certain Employers Continue
    Their Existing Contractual Individual Employer Health Plan
    (IEP)

The Coal Act requires each of certain last signatory operators
to maintain an IEP as long as any eligible Coal Act Retirees
lives and such last signatory operator and any of its Related
Persons remain "in business."  A Coal Act Retiree is eligible
for coverage under an IEP if that Retiree was receiving, or was
eligible to receive, benefits under an IEP as of February 1,
1993 and actually retired from the coal industry on or before
September 30, 1994.  Each Related Person of a last signatory
operator is jointly and severally liable for the obligation to
maintain an IEP.

(3) The 1992 Plan

The 1992 Plan provides lifetime health benefits to certain Coal
Act Retirees who retired before October 1, 1994 and are not
otherwise covered by the Combined Fund or an IEP.  The Coal Act
imposes liability on a 1988 last signatory operator for these
obligations:

   (a) payment of an annual pre-funding premium;

   (b) payment of monthly per beneficiary premiums; and

   (c) provision of security in the form of a bond, letter of
       credit or cash escrow equal to a portion of the projected
       future cost to the 1992 Plan of providing health benefits
       to Coal Act Retirees attributable to the 1988 last
       signatory operator.

Each Related Person of a 1988 last signatory operator is jointly
and severally liable for the obligations of the 1988 last
signatory operator to the 1992 Plan.

The liabilities and obligations of an obligor and its Related
Persons under Section 9711 of the Coal Act continue as long as
such obligor and its Related Persons remain "in business" within
the meaning of the Coal Act.

                  Debtors' Coal Act Obligations

Debtors Bethlehem Steel and BethEnergy Mines Inc. are obligors
with certain liabilities under the Coal Act.  Both Debtors are
assigned operators for purposes of the Combined Fund.
BethEnergy is also a last signatory operator for purposes of the
IEP and a 1988 last signatory operator for purposes of the 1992
Plan.  In addition, many of Bethlehem's affiliates are Related
Persons.  Under the Coal Act, the Bethlehem Related Persons are
jointly and severally liable for Bethlehem and BethEnergy's Coal
Act obligations.

Excluding the 1992 Plan Security, the Debtors' Coal Act payment
obligations in 2003 total $22,500,000.  Their current monthly
payments in respect of the Combined Fund Annual Premium, 1992
Plan Monthly Premiums and BethEnergy's IEP total $1,700,000.

Effective on April 15, 2003, the Debtors are required under the
Coal Act to provide $48,700,000 for the 1992 Plan Security.
While a surety bond posted before the Petition Date fulfills
$40,900,000 of the obligation, the Debtors have not provided the
remaining security on April 15, 2003.   But because they failed
to provide the required security, the Debtors are required under
the 1992 Plan to pay a $15,500,000 additional annual pre-funding
premium to the 1992 Plan.

               Disputes with the Coal Act Claimants

The Debtors and UMWA 1992 Benefit Plan and UMWA Combined Benefit
Fund have numerous disputes in respect of the Debtors'
obligations under the Coal Act:

   -- In January 2003, the 1992 Plan assessed $1,700,000 in
      Annual Premium against the Debtors, which have not been
      paid to date;

   -- The Debtors maintain that they will no longer be "in
      business" subsequent to the consummation of the sale of
      their assets to International Steel Group.  The Coal Act
      Claimants assert that the Debtors will remain "in
      business" until the conclusion of their liquidation and
      distribution to creditors on consummation of their Chapter
      11 plan.  An adverse resolution of the dispute could
      require the Debtors to continue paying $1,700,000 per
      month in respect of Coal Act obligations, as well as other
      obligations that may become due;

   -- The Coal Act Claimants assert that even if the Debtors are
      no longer deemed "in business" under the Coal Act and
      terminate the IEP, they will be responsible for the
      $1,500,000 Monthly Premiums under 1992 Plan as long as
      their estates remain open.  The amounts will constitute
      additional administrative expenses of the Debtors'
      estates.  The Debtors deny any liability for any premiums
      owed to the 1992 Plan subsequent to their ceasing to be
      "in business";

   -- The Coal Act Claimants assert that (i) the $7,800,000
      difference between the amount of the Coal Act Bond and the
      amount of 1992 Plan Security required as of April 15, 2003
      and (ii) the $15,500,000 owing as of April 15, 2003 to the
      1992 Plan as an additional pre-funding premium as a result
      of the Debtors' inability to provide to the 1992 Plan the
      security required pursuant to Section 9712(d)(1)(C) of the
      Coal Act are administrative claims against the Debtors'
      Chapter 11 estates and claims against the non-debtor
      Bethlehem Coal Act Parties.  To the extent that the
      Bethlehem Coal Act Parties are liable for the amounts, the
      Debtors believe that the liabilities are general unsecured
      claims against their estates and claims against the non-
      debtor Bethlehem Coal Act Parties;

   -- The Coal Act Claimants allege that the entire $4,800,000
      Combined Fund Annual Premium payable monthly from October
      2002 through September 2003 was incurred in October 2002.
      Any portion remaining unpaid when the Debtors cease to be
      "in business" is an administrative claim against their
      estates.  The Debtors maintain that the Coal Act Claimants
      have no claims on account of Combined Fund Annual Premiums
      due subsequent to their ceasing to be "in business"; and

   -- As a result of a recent decision of the Supreme Court in
      Barnhart v. Peabody Coal Co., 123 S. Ct. 748 (2003), the
      Coal Act Claimants allege that the Debtors will imminently
      become liable for $3,900,000 on account of the Combined
      Fund Annual Premiums.  The Debtors believe that the
      Combined Fund may not assess Annual Premiums against them
      for specific beneficiaries before the Commissioner of
      Social Security makes the assignments of the
      beneficiaries.

On March 18, 2003, the Coal Act Claimants filed a complaint
before the United States District Court for the District of
Columbia against the non-debtor Bethlehem Coal Act Parties.  The
Complaint sought:

  (i) a determination that the non-debtor Bethlehem Coal Act
      Parties are jointly and severally liable for the Coal Act
      obligations of Bethlehem and BethEnergy; and

(ii) injunctive relief and judgment against the non-debtor
      Bethlehem Coal Act Parties on account of the Debtors'
      failure to comply with their Coal Act obligations.

The non-debtor Bethlehem Coal Act Parties asked the Columbia
District Court to dismiss the Complaint.

The Coal Act Claimants also objected to the ISG Sale, asserting
that:

   (a) the Bankruptcy Code does not provide for the sale of the
       Debtors' assets free and clear of claims in respect of
       Coal Act obligations, and

   (b) the ISG Sale is an impermissible sub rosa Chapter 11 plan
       that would alter the rights of the Coal Act Claimants in
       contravention of the Bankruptcy Code.

                   The Settlement Agreement

To resolve the Coal Act Disputes and obtain releases of Coal Act
successor liability claims against the ISG Group as required by
the Asset Purchase Agreement, the Debtors and the Coal Act
Claimants entered into negotiations regarding a settlement.  Six
weeks of intense discussions culminated into a compromise
pursuant to which the parties resolve that:

   (A) The Coal Act Claimants will immediately tender
       irrevocable waivers of (i) all prepetition unsecured
       claims and claims for administrative expenses or other
       expenses against the Debtors and (ii) all claims against
       the non-debtor Coal Act Parties named in the Complaint,
       effective on the consummation of the ISG Sale;

   (B) The Coal Act Claimants will dismiss with prejudice their
       Complaint against the non-debtor Bethlehem Coal Act
       Parties and withdraw their objection to the ISG Sale;

   (C) In consideration for the withdrawal and release, the
       Debtors will pay the Coal Act Claimants $10,000,000 in
       cash on the Sale Effective Date;

   (D) Nothing in the Settlement Agreement will prejudice the
       rights that the 1992 Plan may have to draw on the Coal
       Act Bond or release the Principal to the Coal Act Bond or
       any Surety or other entities that may be liable,
       primarily or secondarily, on or with respect to the Coal
       Act Bond; and

   (E) Pursuant to an ISG Coal Act Agreement, the Coal Act
       Claimants will waive all claims against the ISG Group or
       its designee.

The Debtors believe that the $10,000,000 payment under the
Settlement Agreement to settle the Coal Act Disputes is
reasonable.  The Debtors note that any decisions adverse to the
Bethlehem Coal Act Parties could give rise to $30,900,000 in
administrative claims against their estates.  Any adverse
decisions could also create an obligation to pay at least
$1,700,000 per month with respect to the Coal Act Obligations
until the Debtors complete the liquidation of their businesses.
In light of the cash consideration available from the ISG Sale,
the additional administrative claims would likely render the
Debtors' estates administratively insolvent and destroy their
ability to propose a confirmable Chapter 11 plan.  The
Settlement Agreement also facilitates the completion of the ISG
Sale.

Accordingly, the Court approves the Settlement Agreement.
(Bethlehem Bankruptcy News, Issue No. 37; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

Bethlehem Steel Corp.'s 10.375% bonds due 2003 (BHMS03USR1) are
trading at about 2 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BHMS03USR1
for real-time bond pricing.


BIOTRANSPLANT INC: Selling Eligix(TM) Assets to Miltenyi Biotec
---------------------------------------------------------------
BioTransplant, Inc. (OTC Bulletin Board: BTRNQ.OB) has entered
into an agreement with Miltenyi Biotec GmbH for the sale of its
Eligix(TM) HDM Cell Separation System. In connection with this
transaction, Miltenyi has agreed to acquire all intellectual
property and physical assets associated with the Eligix business
in exchange for an upfront payment of $450,000 and royalties of
4-10% of future sales. The Eligix(TM) HDM Cell Separation
Systems use monoclonal antibodies to remove unwanted cells from
bone marrow, peripheral blood stem cell and donor leukocyte
grafts used in transplant procedures.

As previously announced, on February 27, 2003, the Company and
Eligix, Inc., its wholly-owned subsidiary, filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code in
the United States Bankruptcy Court in Boston Massachusetts. The
sale of the Eligix assets is subject to approval by the
bankruptcy court.

"We are pleased to enter into this agreement with Miltenyi,
which, if approved by the Court, will provide us with both near
term capital and potential down-stream royalty income," stated
Donald B. Hawthorne, President and Chief Executive Officer of
BioTransplant.

BioTransplant Incorporated, a Delaware corporation located in
Medford, Massachusetts, is a life science company whose primary
assets are intellectual property rights that it has exclusively
licensed to third parties. On February 27, 2003, the Company and
Eligix, Inc., its wholly-owned subsidiary, filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code in
the United States Bankruptcy Court in Boston Massachusetts. The
Company has exclusively licensed Siplizumab (MEDI-507), a
monoclonal antibody product, to MedImmune, Inc. The Company's
assets also include the AlloMune System technologies, which are
intended to treat a variety of hematologic malignancies and
improve outcomes for solid organ transplants, and the Eligix HDM
Cell Separation Systems, which use monoclonal antibodies to
remove unwanted cells from bone marrow, peripheral blood stem
cell and donor leukocyte grafts used in transplant procedures.
BioTransplant also has an interest in Immerge BioTherapeutics,
Inc., a joint venture with Novartis, to further develop both
companies' individual technology bases in xenotransplantation.


CALL-NET ENT.: Clearwater Capital Acquires 12.3% Equity Share
-------------------------------------------------------------
Clearwater Capital Management Inc., reported that as a result of
the acquisition of 40,000 common shares of Call-Net Enterprises
Inc. on the Toronto Stock Exchange it holds on behalf of its
managed accounts 517,000 common shares being 12.3% of the issued
and outstanding Call-Net Enterprises common shares, based on the
number of issued and outstanding common shares as of March 25,
2003.

The securities referred to above are being held for investment
purposes. Depending on market conditions, other opportunities
which may arise, and other factors, CCMI on behalf of its
managed accounts may from time to time in the future acquire
additional securities or dispose of securities of Call-Net
Enterprises Inc. in the open market, by private agreement or
otherwise.

                         *   *   *

As previously reported, Standard & Poor's Ratings Services
lowered its corporate credit and senior secured debt ratings on
Call-Net Enterprises Inc., to 'B' from 'B+'. The outlook on the
Toronto, Ontario-based telecommunications operator is now
stable.

"The downgrade reflects continuing competitive pressures in both
the long-distance and data-service markets in general, resulting
in lower gross margins and cash flows from operations as
compared to 2001," said Standard & Poor's credit analyst Joe
Morin. "Current available sources of liquidity are only
sufficient to allow for marginal growth for the company."

The ratings actions also take into account cost savings from the
second-quarter implementation of workforce reductions,
curtailment of the company's network expansion program, and the
debt buyback by the company in September 2002.


CASCADES INC: Boxboard Unit Redeems Class B Preferreds for $16MM
----------------------------------------------------------------
Cascades Inc. announces that its subsidiary Cascades Boxboard
Group has redeemed all of the 4 300 000 class B preferred shares
from its holders for an aggregate redemption amount of $16.4
million including accrued dividends. These shares provided for a
cumulative quarterly dividend of 0.25% of their redemption price
of $25 per share. These shares were convertible into 872,727
common shares of Cascades Inc.

Cascades Boxboard Group has also given notice to redeem from its
holders all of the outstanding class A preferred shares for an
aggregate redemption amount of $53.5 million, including accrued
dividends. These shares provided for a cumulative quarterly
dividend of 1.25% of their redemption price of $25 per share.

Cascades Inc. is a leader in the manufacturing of packaging
products, tissue paper and specialized fine papers.
Internationally, Cascades employs nearly 14,000 people and
operates close to 150 modern and versatile operating units
located in Canada, the United States, Mexico, France, England,
Germany and Sweden. Cascades recycles more than two million tons
of paper and board annually, supplying the majority of its fibre
requirements. Leading edge de-inking technology, sustained
research and development, and 39 years of experience in
recycling are all distinctive strengths that enable Cascades to
manufacture innovative value-added products. Cascades' common
shares are traded on the Toronto Stock Exchange under the ticker
symbol CAS.

                         *   *   *

As reported in Troubled Company Reporter's February 7, 2003
edition, Standard & Poor's Ratings Services raised its rating on
Cascades Inc.'s US$450 million senior unsecured notes to 'BB+'
from 'BB'. At the same time, the 'BB+' long-term corporate
credit rating and 'BBB-' senior secured debt rating on the
diversified paper and packaging producer were affirmed. The
outlook is stable.

The rating change stems from the redemption of the US$125
million 8.375% senior notes outstanding of Cascades' operating
subsidiary, Cascades Boxboard Group Inc. This redemption will be
financed by the senior unsecured notes offering, which was
increased to US$450 million from the proposed US$325 million.


CENTERSPAN COMMS: Nasdaq Raises More Concerns re Listing Status
---------------------------------------------------------------
CenterSpan Communications Corporation (Nasdaq: CSCC) received a
letter from Nasdaq stating that the continued listing of
CenterSpan's stock on The Nasdaq National Market raises public
interest concerns in accordance with Nasdaq Marketplace Rules
4300 and 4330(a)(3).

CenterSpan previously announced Nasdaq's denial of CenterSpan's
request for continued listing on the Nasdaq National Market and
announced CenterSpan's appeal of that decision to a Listings
Qualifications Panel. The Nasdaq staff requested that CenterSpan
address Nasdaq's additional public interest concerns at the
appeals hearing.

CenterSpan cannot predict whether the panel will approve
CenterSpan's request for continued listing. If the appeal is
denied, CenterSpan will cease trading on The Nasdaq National
Market and will take steps to have its stock quoted on the OTC
Bulletin Board.

                         *    *    *

            Liquidity and Going Concern Uncertainty

The Company said in its SEC Form 10-K for the year ended
December 31, 2002:

"CenterSpan continued to experience operating losses during the
year ended December 31, 2002, and in the first three months of
2003, and we have never generated sufficient revenues from our
software-based content delivery operations to offset expenses.
We expect to continue to incur losses through 2003. CenterSpan
expects to incur approximately $1.0 million per quarter of
operating expenses and expects that significant ongoing
expenditures will be necessary to successfully implement our
business plan and develop and market our products.

"There is substantial doubt about our ability to continue as a
going concern. Execution of our plans and our ability to
continue as a going concern depend upon our acquiring
substantial additional financing, which we may be unable to do.
Management's plans include efforts to obtain additional capital,
through bridge loans and the sale of equity securities. We
cannot predict on what terms any such financing might be
available, but any such financing could involve issuance of
equity below current market prices and could result in
significant dilution to existing shareholders.

"CenterSpan has raised operating funds in the past by selling
our shares of our common stock. We may not be able to raise
additional funding. If we are unable to obtain adequate
additional financing or generate sufficient cash flow from
operations, management will likely be required to further
curtail our operations, and we will likely cease operations.

"In February 2002, we entered into an agreement with Sony Music.
Under the terms of the agreement, Sony makes recordings
available from its catalog of music performances for us to
distribute digitally via C-StarOne(TM) to various C-StarOne(TM)
service provider customers and their subscribers in the United
States and Canada. In exchange, we paid cash and issued stock
and warrants to Sony. The total value of the common stock,
warrants and cash was $3.7 million and is being amortized over
the three-year term of the agreement. We paid an initial content
fee of $500,000 in February 2002 upon execution of the
agreement. Under the terms of the agreement, a second content
fee payment of $500,000 was due September 1, 2002. In addition,
quarterly advance royalty payments of $250,000 each are payable
for four quarters beginning September 1, 2002. The second
content fee and the first three quarterly advance royalty
payments are due and payable to Sony. These payments, totaling
$1.25 million, have not been made as we are currently in
negotiations with Sony seeking to restructure or modify this
agreement. If we are unable to successfully restructure or
modify this agreement and these payment obligations, our
financial condition and business may be materially harmed and we
may be forced to cease operations.

"We use a direct sales group and marketing partnerships to sell
C-StarOne(TM) content delivery network services. Although we
have signed several customer service agreements, obtaining
delivery contracts with major providers of digital media is
crucial to our success."


CLUBCORP: Completes Major Refinancing of Outstanding Bank Debt
--------------------------------------------------------------
ClubCorp, the world leader in delivering premier golf, private
club, and resort experiences, announced the completion of a
major refinancing of its outstanding bank debt.

Through the simultaneous completion of three separate mortgage
portfolio transactions, the company retired the remaining
outstanding balance of its bank credit facility while increasing
liquidity and working capital.  The transaction also extends the
majority of the company's debt maturities to 2010 through 2013.
The bank debt was scheduled to mature principally in 2004 and
2007.

The new financing has been provided by Pacific Life ($500
million), GMAC ($61 million), and Textron Financial Corporation
($56 million).  Approximately $400 million of the debt is fixed
at a weighted average rate of 6.75 percent for terms ranging
from 5 to 10 years.  The remainder carries floating rates.

"We are very pleased to have worked with strong partners to help
us reposition our debt," said Bob Dedman, chairman and CEO of
ClubCorp.  "We are also fortunate to have been able to take
advantage of a very favorable interest rate environment to lock
in attractive long-term financing at historically low rates.
Our focus in the short term remains on reducing the level of
debt outstanding while increasing our cash flow to strengthen
our balance sheet."

Dedman added that, as the economy improves, the refinancing will
enable ClubCorp to capitalize on future opportunities.

"With the refinancing, combined with recent curtailments of
capital spending for acquisitions and expansions, we should
generate significant cash flow this year," Dedman said.  "The
transaction gives us improved flexibility and reduced interest
costs to help us achieve our goals."

Founded in 1957, Dallas-based ClubCorp has approximately $1.6
billion in assets.  Internationally, ClubCorp owns or operates
nearly 200 golf courses, country clubs, private business and
sports clubs, and resorts.  Among the company's nationally
recognized golf properties are Pinehurst in the Village of
Pinehurst, North Carolina, (the world's largest golf resort,
home to the 1999 and 2005 U.S. Opens); Firestone Country Club in
Akron, Ohio, (site of the 2003 World Golf Championships - NEC
Invitational); Indian Wells Country Club in Indian Wells,
California, (site of the Bob Hope Chrysler Classic); The
Homestead in Hot Springs, Virginia, (America's first resort
founded in 1766); and Mission Hills Country Club in Rancho
Mirage, California, (home of the Kraft Nabisco Championship).
The more than 65 Business Clubs and Business and Sports Clubs
include the Boston College Club; City Club on Bunker Hill in Los
Angeles; Citrus Club in Orlando, Florida; Columbia Tower Club in
Seattle; Metropolitan Club in Chicago; Tower Club in Dallas; and
the City Club of Washington, D.C.  The company's 19,000
employees serve the more than 210,000 member households and
200,000 guests who visit ClubCorp properties each year.  Visit
http://www.clubcorp.comfor additional company information.

                         *     *     *

                Liquidity and Capital Resources

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

"Historically, we have financed our operations and cash needs
primarily through cash flows from operations, borrowings under
credit facilities, and to a lesser extent, proceeds from
divestitures. Our primary cash needs for the remainder of 2003
and the immediate future thereafter consist of capital to
finance working capital needs, capital replacements at existing
facilities, limited capital expansion and development projects,
and repayment of long-term debt. We distinguish capital
expenditures to refurbish and replace existing property and
equipment (i.e., capital replacements) from discretionary
capital expenditures such as the expansion of existing
facilities (i.e., capital expansions) and investments in joint
ventures. Capital replacements are planned expenditures made
each year to maintain high quality standards of facilities for
the purpose of meeting existing members' expectations and to
attract new members. Capital expansions are discretionary
expenditures which create new amenities or enhance existing
amenities at existing facilities. Due to the state of the
economy and the relatively large amount of capital expenditures
we have made in recent years, we do not expect to make
significant capital expansions in 2003. Total capital
expenditures are expected to be approximately $62 million in
2003. In addition to these planned capital expenditures, we have
committed and accrued $17 million ($8 million of which was
committed as of December 31, 2002) as payment for additional
purchase price of one of our country club and golf facilities.
Although we expect to finance a majority of this payment through
mortgage financing on the property, the total payment exceeds
our lender's commitment by approximately $3 million, which
necessitates the funding of this portion of the payment from our
existing working capital.

"Our credit facility is comprised of a combined $650 million
senior secured credit facility, consisting of a $350 million
revolving line of credit and a $100 million Facility A Term Loan
which mature on September 24 2004, and a $200 million Facility B
Term Loan that matures on March 24, 2007. The total amount
outstanding under the combined facility, including letters of
credit of $15.0 million, was $581.9 million as of May 9, 2003.
This amount is comprised of $331.8 million under the revolving
line of credit, including letters of credit, and $47.5 million
and $181.0 million under the Facility A and B Term Loans,
respectively. We also received short-term financing in the form
of a $30 million Priority Term Loan in October 2002. This
Priority Term Loan matures on June 16, 2003 and the outstanding
balance as of May 9, 2003 was $21.6 million.

"Debt covenants related to the senior secured credit facility
are calculated using various ratios that measure our overall
leverage, debt service coverage and tangible net worth all as
defined by terms of the credit facility. For the quarter ended
March 25, 2003 we were in compliance with all covenant
requirements. However, we cannot estimate at this time whether
we will be in compliance with these covenants in future
quarters.

"Because the majority of our debt matures in the next two fiscal
years, we have been seeking alternative financing arrangements
to lengthen the term of our debts through refinancing. We
anticipate closing three loan transactions during the second
quarter of 2003, the proceeds of which will be used to replace
our existing senior secured credit facility and the Priority
Term Loan, in addition to providing us with additional working
capital. We have received commitments from external lenders for
two of the transactions for $500 million and $70 million,
respectively, and expect to receive a commitment from the other
external lender in the near future for an additional $61
million. These three transactions are expected to be secured by
property-level mortgages at three resorts and 36 golf properties
owned by our wholly-owned subsidiaries. We expect these
transactions to allow us to lock in historically low long-term
rates on $408 million of the total loan amount, increase our
working capital by $35 million, reduce required principal
reductions by $17 million during the first loan year and provide
us with increased flexibility in making strategic decisions and
managing our business. If we are not successful in completing
these refinancing transactions, our ability to meet all of our
current scheduled maturities, including full repayment of the
Priority Term Loan, could be strained. We are highly confident
that the refinancing transactions underway will be successful.
However, if in the event of unforeseen circumstances either in
or out of our control they are not, it is possible that capital
spending or other cash outlays would be delayed, or other forms
of capital would need to be secured, to meet these obligations.

"Net cash flows provided from operations increased to $22.6
million in first quarter 2003 from $10.4 million in first
quarter 2002 as a result of longer payment cycles for accounts
payable and accrued liabilities and increased receipts of
deferred membership revenues. Despite the downward trend in
revenues and operating income in recent years, we believe we
have adequate capital resources to fund our operations and
strategy for the immediate future, as most capital expenditures
other than certain capital replacements are considered
discretionary and could be curtailed in periods of low
liquidity. As a means of providing additional liquidity, we are
also finalizing the process of disposing of several non-
strategic assets. As of May 9, 2003, we have completed the
divestiture of 11 properties and certain other holdings in the
current year for net cash proceeds of approximately $24.5
million."


COBALT CORP: AM Best Puts B+ Fin'l Strength Rating Under Review
---------------------------------------------------------------
A.M. Best Co., has placed the financial strength rating of B+
(Very Good) of the insurance subsidiaries of Cobalt Corporation
(Milwaukee, WI) (NYSE: CBZ) under review with positive
implications.

This follows the announcement that Cobalt and WellPoint Health
Networks Inc. (Thousand Oaks, CA) (NYSE: WLP) have signed a
definitive merger agreement.

The merger--valued at approximately $906 million or $20.50 per
share--is expected to be structured as a combination of cash and
common stock. Cobalt shareholders will receive $10.25 in cash
and 0.1233 of a share of WellPoint's stock for each share of
Cobalt stock. Pending regulatory approval, the transaction is
expected to close by the end of 2003.

The positive implications are based upon WellPoint's financial
strength, expertise and the potential impact that the merger
will have on Cobalt's insurance subsidiaries. WellPoint's
financial strength should allow for improved financial
flexibility of the insurance entities of Cobalt. Additionally,
while Cobalt has been able to improve the profitability of its
health insurance entities, A.M. Best believes that WellPoint's
expertise in the health insurance segment should allow for
continued financial improvement due to economies of scale and
pricing expertise. Furthermore, A.M. Best expects that Cobalt
will benefit from a merger with WellPoint when the deal is
finalized.

The rating of the insurance subsidiaries of Cobalt will remain
under review pending regulatory approval, the close of the
transaction and further discussions with management.

The ratings of the insurance subsidiaries of WellPoint will
remain unchanged.

The financial strength rating of B+ (Very Good) has been put
under review with positive implications for the following
subsidiaries of Cobalt Corporation:

     -- Blue Cross & Blue Shield United of Wisconsin

     -- Compcare Health Services Insurance Corporation

     -- Unity Health Plans Insurance Corporation

     -- Valley Health Plan, Inc.

     -- United Heartland Life Insurance Company

     -- United Wisconsin Insurance Company

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


CONSECO FINANCE: Selling Certain Assets to Genesis for $2.5 Mil.
----------------------------------------------------------------
Conseco Finance Corporation asks Judge Doyle for permission to
enter into a purchase agreement between CFC, Mill Creek Bank and
Genesis Financial Solutions.  The CFC Debtors will sell certain
private label loan and credit accounts with charged-off or
delinquency balances to Genesis, free and clear of all other
interests.

The Purchases Accounts have two categories.  First, the Accounts
include private label loan or credit accounts with unpaid
balances charged off by CFC Debtors as uncollectible
obligations. Second, the Accounts to be sold contain private
label loan and credit accounts with unpaid deficiency balances
remaining after collateral securing the loan or account has been
repossessed and sold and there remains a balance owed by the
customer after proceeds have been applied to the loan or credit
account, commonly referred to as "deficiency balance" accounts.

General Electric Capital Corporation was to purchase these
accounts, but passed.  GECC has granted its permission to sell
the Accounts to Genesis.  The Purchase Price is approximately
$2,500,000. (Conseco Bankruptcy News, Issue No. 22; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


CONSECO INC: Committee Balks At Securities Litigation Settlement
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of the Conseco
Inc. Debtors objects to the Settlement.  The Lloyd's Settlement
Agreement provides for the allowance of a $17,000,000 Class 8A
unsecured claim in favor of the securities fraud class members
represented by the Securities Plaintiffs.  However, Craig F.
Reimer, Esq., at Mayer, Brown, Rowe & Maw, says that the
Securities Plaintiff's claims arose from the purchase or sale of
Conseco common stock.  The plain language of Section 510(b)
dictates that these claims must be subordinated to the claims of
general unsecured creditors or otherwise be treated as equity
interests.  Therefore, this provision permits equity interest
holders to elevate themselves to unsecured creditor status in
violation of the Bankruptcy Code and at the expense of unsecured
creditors with legitimate Class 8A Claims.  Indeed, Class 8A is
not expected to receive full payment of their claims but will
share in a fixed "pot," which the Holding Company Debtors
estimate to equal a 26.8% distribution.

In return for eroding the Class 8A distribution, Mr. Reimer
notes that the Holding Company Debtors' estates are to receive
nothing under the Settlement other than the deemed vote of the
Securities Plaintiffs in favor of the Plan.  However, getting
the support of claimants that are statutorily subordinated
cannot justify entering a Settlement.  Also, there is no showing
that this support is essential to plan confirmation.

But the Anchorage Police & Fire Retirement System and the State
of Louisiana Firefighters Retirement System believe that the
Settlement should be approved.

Daniel L. Berger, Esq., at Bernstein, Litowitz, Berger &
Grossman, in New York City, asserts that the Lloyd's Settlement
is the product of mediation before the Honorable Susan Shields,
United States Magistrate Judge for the U.S. District Court for
the Northern District of Indiana, Eastern Division.

The Settlement Agreement provides substantial benefit to the
Debtors' estates and caps an Adversary Proceeding Claim with the
Securities Plaintiffs at $17,000,000, where $25,000,000 is at
stake.

Mr. Berger notes that the Committee devotes its legal argument
to issues arising under Section 510(b).  However, the Settlement
Fund created prepetition by the Stipulation of Settlement never
became property of the estate pursuant to application of Section
541(d).  Property that a debtor has legal title to, but not an
equitable interest, becomes property of the estate only to the
extent of the debtor's legal title to such property.  In this
case, it was more than 90 days before the Petition Date before
the Debtors agreed that they had no interest in the Settlement
Fund.

The Debtors insist that the Settlement Agreements are fair and
equitable and should be approved.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, notes that the
Committee objects to the classification of the Securities
Plaintiffs' Claim.  However, the Committee is free to object to
the classification without objecting to the Settlement
Agreements.  In fact, the Agreement provides that if the
Plaintiffs' Claim is not classified as Class 8A against CNC, the
remaining terms of the Settlement remain enforceable.

Mr. Sprayregen continues that the Committee ignores the benefit
to the Debtors of the global settlement between Lloyd's, Royal,
the Plaintiffs, the Debtors and the Insureds that reduces claims
against the estates by $24,000,000 and prevents additional
claims arising from Royal's Complaint.

Furthermore, Mr. Sprayregen says, the Committee's legal analysis
erroneously concludes that the Securities Plaintiffs could not
argue that Section 510(b) is inapplicable without providing a
single direct case directly establishing the Committee's
position. (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.


CONTINENTAL AIRLINES: Issuing $150 Million of 5.0% Conv. Notes
--------------------------------------------------------------
Continental Airlines, Inc., (NYSE: CAL) proposes to offer a new
issue of $150 million 5.0% Convertible Notes due 2023 ($175
million if the initial purchasers' option is exercised in full)
through a Rule 144A offering to qualified institutional buyers.
Upon certain circumstances to be negotiated, these Notes will be
convertible into Continental common stock at a price to be
determined.

Continental plans to use the net proceeds from this offering for
working capital and general corporate purposes.

The Notes and the common stock issuable upon conversion of the
Notes have not been registered under the Securities Act of 1933,
as amended, or applicable state securities laws, and unless so
registered, may not be offered or sold in the United States,
except pursuant to an applicable exemption from the registration
requirements of the Securities Act of 1933, as amended, and
applicable state securities laws.

As reported in Troubled Company Reporter's Wednesday Edition,
Standard & Poor's Ratings Services affirmed its ratings of
Continental Airlines Inc. (B/Negative/--) and removed them from
CreditWatch, where they were placed with negative implications
March 18, 2003. The ratings were lowered to current levels on
March 28.

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


COVANTA ENERGY: Judge Blackshear Approves Zurich Settlement Pact
----------------------------------------------------------------
Neil E. Herman, Esq., at Morgan Lewis & Bockius LLP, in New
York, recalls that during its tenure at JFK Airport, Ogden
obtained various Comprehensive General Liability, Airport
General Liability and Environmental Impairment Liability
policies covering Ogden's activities at JFK, including the
Zurich Policies.  The Zurich Policies also covered Ogden's
clients, as Additional Insureds, including American.
Furthermore, the Zurich Policies provide that reporting of an
Additional Insured's claim by Ogden constitutes notice to Zurich
by the Additional Insured.

On January 21, 2000, American filed an action against United,
Ogden and various other defendants in the Supreme Court of the
State of New York for, among other things, a declaratory
judgment against Ogden for costs associated with the
investigation and remediation of the JFK Contamination.  Mr.
Herman explains that as the current occupant of the premises,
American had been required to and has conducted, and continues
to conduct, extensive investigation, remediation and clean-up of
the contamination resulting from Ogden's activities.  The
Policies cover Ogden's liability associated with the JFK
Contamination.

According to Mr. Herman, on April 6, 1998, American notified
Ogden of potential liability relating to the JFK Contamination
and asked Ogden to take all necessary steps in connection with
obtaining insurance coverage.  In accordance with the Zurich
Policies, all claims for coverages from Zurich were to be
transmitted by Ogden to Zurich.

On February 20, 2001, Ogden filed the Coverage Action against
Zurich seeking to enforce Zurich's obligations to defend it in
the Airline Actions and to indemnify it for damages in the
Airline Actions.

Now, Zurich and Ogden seek to resolve the Coverage Action
through the Settlement Agreement.  However, Mr. Herman notes
that it is unclear under the terms of the Settlement Agreement
whether the settlement purports to release the claims of
Additional Insureds like American or other injured parties.
This would severely prejudice American and would be directly
contrary to recent New York law requiring additional insureds to
enjoy the same benefits and protection as the named insured.

Mr. Herman tells Judge Blackshear that throughout this time
period, notwithstanding that litigation regarding the JFK
Contamination has been ongoing for over five years, Ogden has
failed to reimburse American for any expense associated with the
JFK Contamination, or otherwise make a meaningful offer of
settlement.  American has incurred, and continues to incur, tens
of millions in remediation expense during this period.

Despite its central role in causing the contamination, Ogden has
not allocated a penny of the Settlement to the payment of
American's actual and projected remediation costs.  Meanwhile,
the Zurich Policies provide limits of $4,000,000 per loss,
including defense costs and an aggregate coverage of $8,000,000,
including defense costs.  Therefore, Mr. Herman concludes, the
$1,800,000 in alleged "defense costs" to be paid to Ogden under
the Settlement Agreement would have the effect of reducing the
amount of coverage available to American as an Additional
Insured.

To protect American's rights as an Additional Insured, and to
prevent Ogden from unjustly enriching itself from the Zurich
Policies, Mr. Herman asserts that the Court should exercise its
equitable jurisdiction and impose a constructive trust on the
proceeds of the Settlement Agreement to cover Ogden's liability
under the Zurich Policies.

Accordingly, American asks Judge Blackshear to:

    (a) deny Covanta Energy Corporation's request; and

    (b) to the extent that the Debtors' request is granted,

        -- impose a constructive trust on the proceeds of the
           Settlement Agreement pending resolution of American's
           bankruptcy claims against Ogden and determination of
           whether any additional amounts can be recovered from
           Zurich from American as an additional insured; and

        -- issue its determination that the Settlement Agreement
           does not release the rights of American as an
           Additional Insured under the Zurich Policies.

                      *     *     *

After due consideration, Judge Blackshear approves the Debtors'
request and overrules American's objection, except that:

    (a) nothing in the Order will prevent American from pursuing
        in this Court recovery against Ogden NY from any portion
        of the insurance proceeds Zurich paid to Ogden NY under
        the Settlement Agreement;

    (b) nothing in this Order will prejudice Ogden NY's position
        that American is not entitled to recover any portion of
        the Insurance Proceeds; and

    (c) Ogden NY will not pay the Insurance Proceeds to any
        other party-in-interest on account of any purported
        interest in the Insurance Proceeds without further Court
        order and prior notice to American.

                      *    *     *

As previously reported, in the Debtors' motion filed with the
Court, the salient terms of the Settlement Agreement are:

A. Zurich will pay to Ogden NY $1,800,000 in full and final
    settlement of all claims for defense and indemnity made to
    date by Ogden NY for environmental impairments allegedly
    resulting from Ogden NY's fueling operations at JFK;

B. Ogden NY will release, acquit and forever discharge Zurich
    from any and all liabilities, claims, rights, allegations,
    demands or causes of action that Ogden NY has or may have
    for claims connected with or relating to environmental
    impairments allegedly resulting from Ogden NY's fueling
    operation at JFK;

C. Zurich agrees not to recoup from Ogden NY or its other
    insurance carriers by reimbursement, subrogation or
    otherwise, defense or other costs paid by Zurich pursuant
    to the Settlement Agreement, and releases, acquits and
    forever discharges Ogden NY from any and all liabilities,
    claims, rights, allegations, demands or causes of action
    that Zurich has or may have which are connected with, or
    related to, or arise in any way from environmental
    impairments allegedly resulting from Ogden NY's fueling
    operation at JFK;

D. Neither Zurich nor Ogden NY is aware of any claims for which
    Zurich may be liable to Ogden NY under the EIL Policies
    other than those claims being released pursuant to the
    Settlement Agreement;

E. Zurich is not aware of any insurance policies that Zurich
    sold, issued or participated in, other than the EIL
    Policies, that may provide coverage to Ogden NY;

F. Ogden NY will use good faith efforts to obtain a waiver of
    any claims that any of its other insurers might assert
    against Zurich in the course of future settlement; and

G. Ogden NY and Zurich will file a stipulation of discontinuance
    with prejudice of the Coverage Action, with each party to
    bear its own costs and attorneys' fees. (Covanta Bankruptcy
    News, Issue No. 29; Bankruptcy Creditors' Service, Inc.,
    609/392-0900)


COX: Completes Cash Tender Offers for PRIZES and Premium PHONES
---------------------------------------------------------------
Cox Communications, Inc. (NYSE: COX) has successfully completed
the cash tender offers for its outstanding 2% Exchangeable
Subordinated Debentures due 2029 (the "PRIZES") and 3%
Exchangeable Subordinated Debentures due 2030 (the "Premium
PHONES"), upon the terms and subject to the conditions
previously announced on May 6, 2003 and amended on May 19, 2003.
Cox has accepted for payment $1,257,467,826 original principal
amount of the PRIZES and $274,881,000 original principal amount
of the Premium PHONES, representing approximately 98.84% and
99.96%, respectively, of the outstanding amount of each
security.

Cox will pay an aggregate of $755.1 million for these tendered
PRIZES and Premium PHONES representing the tender offer
consideration plus accrued and unpaid interest for each security
from the last interest payment date to, but excluding, June 5,
2003, the anticipated settlement date. Morgan Stanley and
Merrill Lynch & Co. acted as dealer managers and Banc of America
Securities LLC and SunTrust Robinson Humphrey served as co-
managers for the tender offers.

Cox Communications, whose December 31, 2002 balance sheet shows
a working capital deficit of about $110 million, is a
full-service telecommunications provider, serving 537,000
customers and employing 2,400 individuals throughout San Diego
County. The company offers an array of services, including Cox
Cable, Cox Digital Cable, Cox High Speed Internet, local and
long distance telephone through Cox Digital Telephone,
Entertainment on Demand, Cox High Definition Cable, Home
Networking, and Cox Business Services. Cox Communications also
owns and operates Channel 4 San Diego, the television home of
the Padres and award-winning local programming. To date, the
company has deployed more than 70,000 glass miles of fiber optic
cable. The nation's fourth-largest cable television company, Cox
Communications serves approximately 6.3 million customers
nationwide. It has been operating in San Diego County since
1961.


CRUM & FORSTER: Fitch Rates $300 Million 10.375% Sr. Notes at B
---------------------------------------------------------------
Fitch Ratings assigned a 'B' rating to Crum & Forster Funding
Corp.'s $300 million 10.375% senior notes due 2013. The Rating
Outlook is Negative.

CFFC is a special purpose corporation established to issue and
sell the above mentioned notes. Fairfax Financial Holdings
Limited's bank facility prohibits additional borrowing by
Fairfax or its subsidiaries. If the bank facility is
renegotiated within 90 days allowing for Crum & Forster Holdings
Corp to assume the notes, the obligations will be transferred
from CFFC's. Otherwise the notes will be retired and accrued
interest paid.

The rating reflects 1.) CFHC's operating insurance subsidiaries
current and uncertain future ability to pay parental dividends,
2.) concern regarding the reserve adequacy of CFHC's operating
subsidiaries, particularly in regards to recent commercial lines
accident years and latent exposures such as asbestos and 3.)
event risk associated with deterioration of Fairfax's credit
quality which could have an impact on the ability of Crum &
Forster Insurance Group's (CFI) ability to write new business if
its financial strength ratings were negatively affected.
Regarding the latter point, since Fitch's downgrade of Fairfax
Financial Holdings Limited's senior debt rating in March of this
year, Fairfax has executed a partial spin-off of its Canadian
insurance subsidiaries, as well as the above mentioned note
offering which may significantly increase holding company cash
resources and enable Fairfax to reach its year-end goal of C$500
cash and marketable securities at the ultimate holding company
level.

Although these actions decrease current liquidity concerns
regarding the retirement/refinancing of internal and external
debt maturities in 2003, overall financial leverage and interest
burden have increased and potential dividend flow to Fairfax has
decreased as the result of the partial public ownership of the
Canadian operations. Over the near to intermediate-term,
Fairfax's ability to maintain a sizable holding company cash
cushion and service its sizable debt burden will likely continue
to rely on asset sales and borrowing in light of the partial
public ownership of the Canadian and reinsurance operations,
run-off status of TIG Insurance Company / International
Insurance Company, and uncertainty regarding CFI's ability to
pay meaningful parental dividends in the future.

Furthermore, these recent actions strengthen Fitch's view that
parental dividend capacity at ORC Re, which accounts for the
majority of the 2003 maximum allowable subsidiary dividend
capacity reported by Fairfax, is minimal to moderate due to
operational and regulatory restraints.

These ratings were initiated by Fitch as a service to the users
of its ratings and are primarily based on public information.

Crum & Forster Funding Corp.

        -- Senior Debt Assign 'B' / Negative.

Fairfax Financial Holdings Limited

        -- Senior Debt Affirm 'B+' / Negative.

TIG Holdings, Inc.

        -- Senior Debt Affirm 'B' / Negative;

        -- Trust Preferred Affirm 'CCC+' / Negative.

Members of The Crum & Forster Insurance Group

        -- Insurer Financial Strength Affirm 'BBB-'/ Negative

Members of the Northbridge Insurance Group

        -- Insurer Financial Strength Affirm 'BBB-' / Negative

Odyssey Re Group

        -- Insurer Financial Strength Affirm 'BBB+' / Negative

Members of the TIG Insurance Group

        -- Insurer Financial Strength Affirm 'BB+' / Negative

Commonwealth Insurance Co.

        -- Affirm 'BBB-' /'Negative

Commonwealth Insurance Co. of America

        -- Affirm 'BBB-' / Negative

Ranger Insurance Co.

        -- Affirm 'BBB-' / Negative

The members of the Crum & Forster Insurance Group are: Crum &
Forster Insurance Co. Crum & Forster Underwriters of Ohio Crum &
Forster Indemnity Co. The North River Insurance Co. United
States Fire Insurance Co.

Members of the Northbridge Insurance Group are: Federated
Insurance Co. of Canada Lombard General Insurance Co. of Canada
Lombard Insurance Co. Zenith Insurance Co. (Canada) Markel
Insurance Co. of Canada

The members of the Odyssey Re Group are: Odyssey America
Reinsurance Corp. Odyssey Reinsurance Corp. The members of the
TIG Insurance Group are: Fairmont Insurance Company TIG American
Specialty Ins. Company TIG Indemnity Company TIG Insurance
Company TIG Insurance Company of Colorado TIG Insurance Company
of New York TIG Insurance Company of Texas TIG Insurance
Corporation of America TIG Lloyds Insurance Company TIG Premier
Insurance Company TIG Specialty Insurance Company


CSK AUTO: Fiscal First Quarter Results Show Marked Improvement
--------------------------------------------------------------
CSK Auto Corporation (NYSE: CAO), the parent company of CSK
Auto, Inc., a specialty retailer in the automotive aftermarket,
reported its financial results for the first quarter of fiscal
2003.

The Company reported the following highlights for the first
quarter of fiscal 2003:

      * Same store sales grew by 2%, despite the negative sales
        impact of the war in Iraq.  Since the end of the war,
        same store sales have returned to the mid-single digit
        levels.

      * Net income increased to approximately $7.5 million from
        $3.4 million in the first quarter of fiscal 2002, an
        increase of approximately 122%.

      * Total outstanding debt was reduced by $76.4 million year
        over year.

      * Cash flow from operating activities was $15.7 million
        and capital expenditures were $0.6 million.

      * GAAP earnings per share increased to $0.17 from $0.10 in
        the first quarter of fiscal 2002, despite a $0.01 per
        share reduction as a result of the adoption of new
        accounting guidance for vendor allowances.  This is
        $0.02 per share higher than our previous guidance
        of $0.16.

      * Moody's and Standard & Poor's recently revised their
        rating outlook on the Company to positive from stable in
        recognition of our improved operating performance and
        debt reduction, and the benefits expected to be achieved
        from the proposed refinancing of our existing senior
        credit facility.

Net sales for the thirteen weeks ended May 4, 2003 were $377.5
million, an increase of 0.5% compared to $375.6 million for the
thirteen weeks ended May 5, 2002, despite a lower store count as
we had 1,108 stores in operation at May 4, 2003 compared to
1,124 at May 5, 2002.  Same store sales increased 2% despite
weaker sales from the impact of the war in Iraq, on top of a 7%
same store sales increase in the first quarter of fiscal 2002.
During the first quarter of fiscal 2003, we opened 3 stores,
relocated one store and closed 4 stores.

We adopted Emerging Issues Task Force No. 02-16, "Accounting by
a Customer (Including a Reseller) for Certain Considerations
Received from a Vendor" (EITF 02-16) during the first quarter of
fiscal 2003.  The implementation of EITF 02-16 unfavorably
impacted first quarter earnings by $0.01 per diluted common
share, compared to the treatment in prior years.  The change in
accounting had no impact on cash flow.  We do not expect EITF
02-16 to have a material impact on our fiscal 2003 financial
statements since substantially all of our vendor allowances were
previously included in cost of sales.  The implementation of
EITF 02-16 required us to reclassify approximately $3.0 million
of vendor allowances as a reduction of cost of sales and
inventory rather than recognize them as a reduction to
advertising expense in operating and administrative expenses as
in prior fiscal years.  Had this reclassification been
implemented during the first quarter of fiscal 2002, gross
margin as a percent of sales for the first quarter of fiscal
2002 would have been 45.5%, as compared to 46.4% in the first
quarter of fiscal 2003, and operating and administrative
expenses as a percent of sales would have been 39.3%, as
compared to 39.4% in the first quarter of fiscal 2003.

Gross profit was $175.0 million, or 46.4% of net sales, in the
first quarter of fiscal 2003 as compared to $165.1 million, or
44.0% of net sales, in the first quarter of fiscal 2002.  During
the quarter, we continued to increase year over year gross
margin rates as we continue to reduce inventory acquisition
costs and increase our ability to take advantage of available
vendor allowances.  In addition, gross profit in the first
quarter of fiscal 2003 was favorably impacted by the reduction
of cost of sales resulting from the implementation of EITF 02-16
as previously discussed.

Operating profit for the first quarter of fiscal 2003 totaled
$26.2 million, or 6.9% of net sales, compared to $23.2 million,
or 6.2% of net sales, for the first quarter of fiscal 2002.
Operating and administrative expenses were higher in the first
quarter of fiscal 2003 than in the same quarter of fiscal 2002,
primarily as a result of the impact of adopting EITF 02-16.

Interest expense for the first quarter of fiscal 2003 decreased
to $13.9 million from $17.7 million in the first quarter of
fiscal 2002 as a result of our focus on lowering our outstanding
debt levels and the current lower interest rate environment.

Net income for the first quarter of fiscal 2003 was $7.5
million, compared to net income of $3.4 million for the first
quarter of fiscal 2002.  Net income for the first quarter of
fiscal 2003 was negatively impacted by $0.01 per diluted common
share due to the implementation of EITF 02-16.

"We are very pleased with our first quarter fiscal 2003
financial results. Sales were weaker than expected for several
weeks during the quarter as a result of the war in Iraq,
resulting in sales for the total quarter being lower than
previously expected.  The weaker than expected sales were more
than offset by stronger gross profit margins and our continued
focus on expense control," said Maynard Jenkins, Chairman and
Chief Executive Officer of CSK Auto Corporation.  "Same store
sales have returned to the mid-single digit increases.  The
newer items we have introduced to our inventory mix such as
performance products, garage maintenance items and specialty
auto related items continue to sell very well.  We will expand
the selection in these categories to help drive same store sales
and return on invested inventory. We are also extremely pleased
with our recent corporate governance rating and intend to
continue to focus on further improving our corporate governance
practices."

                        Refinancing

As discussed at year-end, we commenced the process of assessing
alternatives to restructure our existing credit facility. We
recently entered into a commitment with J.P. Morgan Securities,
JPMorgan Chase Bank and Credit Suisse First Boston relative to a
proposed syndicated financing transaction consisting of $325
million of new secured bank facilities.  Assuming the proposed
refinancing is consummated upon terms and conditions
satisfactory to us, we would expect to further improve our
liquidity and reduce our debt levels over the course of the next
few years.  In recognition of our improved operating performance
and debt reduction since the end of fiscal 2001 and the expected
benefits of the proposed refinancing, on May 22, 2003, both
Moody's and Standard & Poor's changed their rating outlook on
the Company to positive from stable.

                             Outlook

As a result of our recent strong same store sales trends and
proposed refinancing of our senior credit facility (which is
expected to be completed shortly), we are revising our full year
net income guidance from between $45 million and $47 million
(approximately $0.99 to $1.01 per diluted share) to between $47
and $49 million (approximately $1.03 to $1.06 per diluted
share), excluding any charges that may be incurred in connection
with the proposed refinancing.

                      Corporate Governance

In addition, we have focused our efforts over the past several
months on further enhancing and formalizing our corporate
governance practices.  Among other things, our Board adopted
corporate governance guidelines and updated committee charters,
and charged an existing committee consisting solely of
independent directors with responsibility for corporate
governance matters. Institutional Shareholder Services (ISS),
which ranks companies based on their corporate governance
performance, has this past week ranked CSK at the top relative
to other companies in the Russell 3000 and S&P retailing
industry group.

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

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

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


DELIA*S CORP: Red Ink Continues to Flow in First Quarter 2003
-------------------------------------------------------------
dELiA*s Corp. (Nasdaq:DLIA), a leading multichannel retailer to
teenage girls and young women, announced financial results for
the first quarter ended May 3rd, 2003.

The Company reported net sales for the quarter of $29.5 million,
as compared to sales of $28.8 million in the prior year. Retail
sales increased 21%, driven by new store openings. Direct sales
decreased 12% on a 22% reduction in circulation. The net loss
for the quarter was $7.3 million, compared to a net loss of $4.3
million in the same period last year (before the effect of a
change in accounting principle), and down from a net loss of
more than $12 million in the fourth quarter of 2002. Included in
the loss for the first quarter were finance charges related to
its licensing deal and bank line of $1.2 million.

The first-quarter loss before interest, taxes, depreciation and
amortization ("EBITDA") in 2003, excluding fees related to the
licensing deal and bank line, was $4.3 million versus $2.8
million in the first quarter of 2002.

Stephen Kahn, Chief Executive Officer, stated, "The first
quarter showed a positive reversal in performance in all
channels of business as compared to the preceding two quarters.
We managed to cut our EBITDA loss from operations to $4.3
million, down substantially from the fourth quarter of 2002. The
majority of this loss was incurred in February as we completed
our liquidation of under-performing Holiday goods. Based on
current sales trends and a well managed inventory position, we
hope to cut our EBITDA loss again in the second quarter of 2003.
Looking to the back half of 2003, we now believe that we are
well positioned from an overhead, brand and product perspective
to generate positive EBITDA."

Over the last nine months, the Company has taken steps to
restructure its management team, reorient its product offering,
restore its historic brand positioning and stabilize its balance
sheet. Commenting on these efforts, Mr. Kahn stated, "We believe
that our turnaround is well on track. While the environment
remains challenging, dELiA*s fundamentals are improving. Our
balance sheet has been bolstered by a series of financial
transactions, including the brand licensing deal announced in
February, the amendment to our Wells Fargo Credit Facility
announced in April and management's equity investment announced
three weeks ago. Most importantly, our brand right product
assortment, supported by a revitalized merchandising and
planning organization, is beginning once again to generate
excitement with our core dELiA*s customer. "

Mr. Kahn also noted that the Company is currently in
negotiations related to a refinancing of the existing $3 million
mortgage, maturing in August, on the Company's Hanover, Pa.-
based distribution facility.

dELiA*s Corp. is a multichannel retailer that markets apparel,
accessories and home furnishings to teenage girls and young
women. The company reaches its customers through the dELiA*s
catalog, http://www.dELiAs.cOmand 65 dELiA*s retail stores.


DELTA AIR LINES: Outlines Changes to Reduce Unit Costs by 15%
-------------------------------------------------------------
Delta Air Lines (NYSE: DAL) outlined details of its profit
improvement program which, as previously announced, is intended
to reduce the airline's non-fuel unit costs 15 percent, by the
end of 2005 compared to calendar year 2002. Profit improvement
initiatives demonstrate Delta's commitment to building a new
breed of airline -- one that is cost competitive, quick to
respond to opportunities and customer-friendly with more choices
of products and services.

Delta's profit improvement initiatives fall into three
categories focusing on cost savings and revenue enhancements:

* redesigning the travel process to better serve customers while
  increasing efficiency;

* enhancing operational efficiency and redefining our product
  portfolio to meet changing market demand; and

* increasing productivity and reducing employment costs while
  strengthening a performance-based culture.

"Our profit improvement initiatives are the cornerstone of a
broad transformation taking place at Delta. We are restructuring
every aspect of our company to make Delta a formidable
competitor in today's -- and tomorrow's -- economic
environment," said M. Michele Burns, executive vice president
and chief financial officer. "We must become a company that
maintains a competitive cost structure while remaining focused
on customer service and constant innovation. Across the company,
Delta people are creatively challenging the way we have always
worked and implementing changes from the front line to the back
office."

Late last year, Delta launched company-wide initiatives
targeting an initial $2.5 billion in cost savings and revenue
enhancements by the end of 2005, which Delta expects to be
partially offset by approximately $1 billion in cost pressures.
These measures are intended to drive toward a 15 percent
reduction in non-fuel unit cost by the end of 2005. In setting
financial targets for each initiative, Delta also identified the
necessary steps to achieve each target and is implementing
transformational measures to reach those goals. Delta officers
are leading the 16 initiatives, with cross- divisional teams of
employees at all levels driving the cost saving and revenue
growth activities. Additionally, Delta is investing more than
$200 million in technology capital to enhance the customer
experience and improve productivity while reducing costs. Delta
has begun to realize initial benefits from some of the
initiatives and expects to see significant cost savings by the
third and fourth quarters of 2003.

"We are leaving no stone unturned as we identify opportunities
to add revenue and cut costs, and in many instances enhance the
customer experience," said Burns. "We are taking steps to
rigorously drive new operational efficiencies and fundamentally
change our cost structure."

Financial targets have been established for each initiative,
with the exception of the newly identified initiative to focus
on aircraft turn time.

    Profit Improvement Initiatives 2005 Goal (in millions)

Travel Process/Customer Service Initiatives     $785 subtotal

     Enhance Airport Self-service                    $160
     Re-engineer Ground Handling Operations          $ 75
     Enhance Onboard Customer Process                $100
     Foster Distribution Efficiencies                $250
     Leverage Marketing Opportunities                $200

Operational/Product Initiatives               $1.215 subtotal

     Engineer Cost Effective Schedules               $200
     Optimize Codeshare Synergies                    $175
     Maximize Crew Resources                         $150
     Grow Delta Connection, Inc.                     $100
     Update Fleet Strategy                           $200
     Rationalize Real Estate Footprint               $ 60
     Compete with Low-fare Carriers (Song)           $ 80
     Improve Maintenance Processes                   $250

Reduce Aircraft Turn Times                 [To be determined]

Workforce Initiatives                           $500 subtotal

     Minimize Overhead Expenses                      $200
     Review Employment Costs                         $300

Total by the end of 2005                      $2.500 billion

         Travel Process/Customer Service Initiatives

As part of a pledge to reinvigorate its focus on customer
service, Delta is making changes to every step of the travel
process from ticket purchase to check-in to the in-flight
experience. In addition to creating an enhanced customer
experience, these changes target $785 million in benefits by the
end of 2005 through increased productivity and reduced costs.
This year, Delta is introducing its industry-leading airport
lobby redesign at 81 stations by adding more than 400 self-
service kiosks, 440 Delta Direct phones, and new airport
employee roles designed to offer welcoming, helpful and
efficient service. Behind-the-scenes, Delta is building
productivity efficiencies in its ground handling processes by
pooling resources and assigning people to "real-time" tasks,
rather than assignment by specific flights or gates. Delta also
is seeking input from its customers while trying out potential
changes, such as offering premium, name-brand food items for
purchase.

                Operational/Product Initiatives

In addition to streamlining its fleet, Delta is optimizing its
product portfolio to offer the right combination of worldwide
service, regional connections, low-fare options and premium
products. This includes launching Song, Delta's low-fare
service, and expanding Delta Connection regional airline and
SkyTeam alliance advantages. Delta's recently approved codeshare
alliance with Continental Airlines and Northwest Airlines will
produce significant revenue benefits when fully implemented,
while providing customers with greater travel options. The
company is also creating sustainable efficiencies for its
network by redesigning aircraft turn time processes, as well as
making fundamental changes to its flight staffing and scheduling
programs.

Delta's Technical Operations facility is streamlining processes
and building industry-leading expertise to increase productivity
and create opportunities for additional revenue through
insourcing. By implementing "Lean" maintenance techniques and
utilizing Six Sigma green and black belts to drive operational
efficiencies, Delta is enabling flexible skill sets, matching
product output to customer needs and optimizing materials and
inventory. Delta's operational and product initiatives are
expected to bring $1.2 billion in benefits by the end of 2005.

                       Workforce Initiatives

"Delta's people remain our most important asset," said Burns.
"Since Sept. 11, 2001, Delta has taken painful, unfortunate but
necessary steps to reduce its workforce in order to keep our
company flying. In spite of this, the company recognizes that
the long-term survival and success of Delta is in the hands of a
talented workforce dedicated to excellence."

While employment costs make up the largest portion of the
company's overall costs, Delta remains committed to maintaining
a quality workforce for now and the future. In addition to
closely evaluating administrative costs, Delta is strategically
redesigning employee benefits and job opportunities to create a
culture that recognizes the characteristics, skills and
abilities of people that contribute to the company's successful
performance. Changes, which target $500 million in benefits by
the end of 2005, also include a review of contracted services
and other overhead expenses, but do not include Delta's
proposals to the Air Line Pilots Association to reduce pilot
costs.

Delta Air Lines, the world's second largest airline in terms of
passengers carried and the leading U.S. carrier across the
Atlantic, offers 5,605 flights each day to 440 destinations in
79 countries on Delta, Song, Delta Express, Delta Shuttle, Delta
Connection and Delta's worldwide partners. Delta is a founding
member of SkyTeam, a global airline alliance that provides
customers with extensive worldwide destinations, flights and
services. For more information, please go to
http://www.delta.com


DLJ COMM'L: Fitch Downgrades on Series 2000-CKP1 Notes Ratings
--------------------------------------------------------------
Fitch Ratings downgrades DLJ Commercial Mortgage Corp., series
2000-CKP1 $9.7 million class B-6 to 'B+' from 'BB-', $9.7
million class B-7 to 'CC' from 'B-', $16.1 million class B-8 to
'C' from 'CCC' and $5.4 million class B-9 to 'D' from 'C'.

In addition, Fitch affirms the following classes: $172.4 million
class A-1A, $789.4 million class A-1B and interest only class S
at 'AAA'; $51.6 million class A-2 at 'AA'; $58 million class A-3
at 'A'; $16.1 million class A-4 at 'A-'; $16.1 million class B-1
at 'BBB+'; $25.8 million class B-2 at 'BBB'; $12.9 million class
B-3 at 'BBB-'; $33.9 million class B-4 at 'BB+'; and $17.7
million class B-5 at 'BB'. The downgrades and affirmations
follow Fitch's annual review of the transaction, which closed in
October 2000.

The downgrades are attributed to the anticipated losses on
several specially serviced loans. The downgrade of class B-9
follows the $1.7 million realized losses that were applied to
the classes C and B-9.

Six loans (3.1%) are currently being specially serviced by ARCap
Special Servicing, Inc., five (3%) of which Fitch expects to
result in approximately $22.4 million of losses based on
appraisal values. Three of the loans (1.4%) are secured by
single tenant retail properties previously occupied by Kmart.
Another two loans (1.6%) are secured by multifamily properties
in Dallas, TX and Xenia, OH.

As of the May 2003 distribution date, the pool's aggregate
certificate balance has been reduced by 4.3% to $1.23 billion
from $1.29 billion at issuance.

Key Commercial Mortgage, the master servicer, collected year-end
2002 financials for 92% of the loans. The YE 2002 weighted
average debt service coverage ratio for comparable loans is
stable at 1.49 times, compared to 1.49x at YE 2001 and up from
1.38x at issuance.

Two loans have investment grade credit assessments by Fitch; the
437 Madison Avenue loan and the Hercules Plaza loan. The 437
Madison Avenue loan, secured by a 783,000 square foot office
property in midtown Manhattan, had a servicer reported YE 2002
DSCR of 2.61x, compared to 2.60x as of YE 2001 and 1.75x at
issuance. The property is currently 99% occupied. The Hercules
Plaza loan, secured by a 533,000 square foot single tenant
office property in Wilmington, DE, had a servicer reported YE
2002 DSCR of 2.87x, compared to 2.95x as of YE 2001 and 2.41x at
issuance. The property is 100% leased to Hercules, Inc. who
leases a portion of the space to additional tenants.

Fitch will continue to monitor this transaction, as surveillance
is ongoing.


EL PASO CORP: Completes Sale of Various Assets to Regency Gas
-------------------------------------------------------------
El Paso Corporation (NYSE: EP) has closed the sale of various
Mid-Continent and Northern Louisiana midstream assets to Regency
Gas Services LLC, an investment of Charlesbank Capital Partners,
LLC, for approximately $119 million.

This sale supports El Paso's previously announced 2003 five-
point business plan, which includes exiting non-core businesses
quickly but prudently, and strengthening and simplifying the
balance sheet while maximizing liquidity.

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


EL PASO CORP: Units Resolve Claims re Western Energy Crisis
-----------------------------------------------------------
El Paso Corporation's (NYSE: EP) subsidiaries El Paso Natural
Gas Company, El Paso Merchant Energy Company, and El Paso
Merchant Energy - Gas, L.P., together with the Public Utilities
Commission of the State of California, Southern California
Edison Company, Pacific Gas & Electric Company, and the City of
Los Angeles, filed with the Federal Energy Regulatory Commission
for approval of a Structural Settlement reached among them in
complete resolution of Chief Judge Curtis Wagner's decisions of
October 9, 2001 and September 23, 2002 relating to the energy
crisis in the Western United States.

The Structural Settlement is one part of an overall settlement
between El Paso Corporation and numerous public and private
parties in California, Nevada, Oregon, and Washington to resolve
claims that El Paso's actions caused the prices of natural gas
and electricity to increase in the Western United States.  The
remaining portions of the settlement are in final stages of
preparation.  The company expects that all related documents
will be approved by the parties and executed within the next two
weeks.

"El Paso and the other parties have worked night and day to
resolve their differences in these complicated proceedings, and
the filing of the Structural Settlement is the first critical
step to put these issues to rest so that El Paso and its
stakeholders can move forward with certainty," said Ronald L.
Kuehn, Jr., chairman and chief executive officer of El Paso
Corporation.  "We hope that the Federal Energy Regulatory
Commission will promptly review the settlement and approve it as
being in the public interest."

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

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: Bassham to Present at Deutsche Bank Conference
----------------------------------------------------------------
El Paso Electric's Executive Vice President and Chief Financial
and Administrative Officer, Terry Bassham will be speaking to
the investment community at Deutsche Bank's 2003 Electric Power
Conference in New York City.  Mr. Bassham is scheduled to speak
on Monday, June 9 at 10:30 a.m. ET.

Interested investors can access a live audio webcast of EPE's
presentation at the following sites:

    Deutsche Bank:     http://www.cib.db.com/conferences/power03
    El Paso Electric:  http://www.epelectric.com

A replay of the webcast will be available by the end of the day
and will be archived for 90 days.

El Paso Electric (NYSE: EE) is an 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 Texas, and Mexico.
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+'.


ENRON CORP: Broadband Unit Seeks Nod for Caprock Settlement Pact
----------------------------------------------------------------
Enron Broadband Services, Inc. asks Judge Gonzalez, pursuant to
Rules 9019(a), 6004 and 6006 of the Federal Rules of Bankruptcy
Procedure and Sections 105(a), 363 and 365 of the Bankruptcy
Code, to approve the settlement with CapRock Fiber Networks,
Ltd. and McLeodUSA Telecommunication Services, Inc.

EBSI also seeks the Court's authority to execute, deliver and
perform the:

   (i) Purchase and Sale Agreement between CapRock and EBSI,

  (ii) Amended and Restated IRU Agreement between EBSI and
       CapRock,

(iii) First Amendment to Collocation and Interconnection
       Agreement between EnRock, L.P., ECI-Texas, L.P. and
       CapRock,

  (iv) Second Amendment to Operating, Maintenance and Repair
       Agreement between EBSI and CapRock,

   (v) First Amendment to IRU Pre-Construction Agreement between
       EBSI and McLeod, and

  (vi) Third Amendment to IRU Agreement between EBSI and
       CapRock.

Martin J. Bienenstock, Esq., at Weil, Gotshal & Manges LLP, in
New York, relates that ECI-Nevada Corp. and EnRock Management
LLC executed that certain Agreement of Limited Partnership to
establish EnRock, L.P.  The Partnership was formed to:

   (i) facilitate EBSI's and CapRock's construction of a fiber
       optic network from Amarillo, Texas to Houston, Texas; and

  (ii) sell, lease or otherwise transfer the fiber, cable,
       conduit and regeneration facilities constructed and
       installed along the System Route.

On February 3, 1999, the Partnership, EBSI, ECI-Texas and
CapRock entered into an Engineering and Construction Management
Agreement.  Pursuant to the Construction Agreement, the
Partnership, ECI-Texas and CapRock:

   (i) appointed EBSI as construction manager to coordinate
       construction of the proposed facilities along the System
       Route; and

  (ii) identified the rights and responsibilities of each fiber
       owner with respect to the engineering, construction, use
       and ownership of the fiber, cable, conduit and
       regeneration facilities to be constructed or installed
       along the System Route.

In return, EBSI granted:

   (i) the Partnership, an exclusive indefeasible right of use
       with respect to 96 of the 192 fibers and the additional
       24 fibers installed in the segment between Austin, Texas
       and San Antonio, Texas and 1 of 4 conduits installed
       along the System Route and a non-exclusive IRU with
       respect to 1 of 4 conduits which houses the fiber along
       the System Route and certain cable and required rights;

  (ii) CapRock, an exclusive IRU with respect to 48 of 192
       fibers and 1 of 4 conduits installed along the System
       Route and non-exclusive IRU with respect to the Cable
       Conduit and certain cable and required rights; and

(iii) ECI-Texas, an exclusive IRU with respect to 48 of 192
       fibers and 1 of 4 conduits installed along the System
       Route and a non-exclusive IRU with respect to the Cable
       Conduit and certain cable and required rights.

CapRock is a wholly owned subsidiary of McLeod.  McLeod is also
a party to an IRU Pre-Construction Agreement dated January 14,
1999 with EBSI, pursuant to which EBSI granted McLeod an
exclusive right to use 72 strands of fiber along a route from
Laramie, Wyoming to Aurora, Colorado.

According to Mr. Bienenstock, EBSI claimed that McLeod and
CapRock collectively owe EBSI approximately $2,725,000 in
connection with the Construction Agreement, Collocation
Agreement, the O&M Agreement, the McLeod IRU Agreement and the
CapRock IRU Agreement, and demanded that McLeod and CapRock pay
these amounts.  McLeod and CapRock disputed certain of the
charges and have requested supporting documentation.  However,
to date, EBSI has not been able to satisfy these requests for
information.

Mr. Bienenstock reports that after extensive negotiations with
McLeod and CapRock, EBSI has determined to resolve its disputes
with McLeod and CapRock by acquiring CapRock's interest in the
Partnership in return for a release of its claims against
CapRock and McLeod under the various agreements.  On January 23,
2003, EBSI and CapRock entered into the Purchase and Sale
Agreement with respect to CapRock's interests in the
Partnership.  The principal terms and conditions of the Purchase
Agreement are:

A. Purchased Interests.  Effective upon Closing, CapRock will
   sell, convey, transfer, grant and assign to EBSI all right,
   title and interest, free and clear of all liens and
   encumbrances, in and to:

    (i) the Purchased LP Interest, which constitutes a 49.5%
        interest as a limited partner in the Partnership; and

   (ii) all of the Purchased LLC Interest, which constitutes a
        50% interest as a member in EnRock Management.

B. Consideration.  In consideration for CapRock's sale and
   conveyance of the Purchased LP Interest and the Purchased
   LLC Interest to EBSI, EBSI will, effective upon Closing,
   forgive, cancel and release the Seller Obligations.

Pursuant to the Agreement, the Parties will execute and deliver:

   (a) an Amended and Restated IRU Agreement wherein EBSI will
       grant to CapRock an exclusive IRU in and to the CapRock
       Conduit and the CapRock Fibers together with a non-
       exclusive right of use in the Cable, the Cable Conduit
       and the Required Rights.  CapRock will be responsible for
       all costs to connect its facilities with the CapRock
       Fibers, the Cable and the Conduit.  EBSI will continue to
       maintain the CapRock Fibers, the Cable and the Cable
       Conduit and the CapRock Conduit in accordance with the
       terms and conditions of the O&M Agreement.  Upon the
       earlier of the expiration of the Amended IRU Agreement or
       when CapRock obtains all necessary permits, franchises
       and authorization for the transfer of the title, EBSI
       will convey title to the CapRock Fibers, Associated
       Cable, Associated Conduit and CapRock Conduit to CapRock,
       at which time the IRU will terminate;

   (b) a First Amendment to the Collocation Agreement, which
       amends the Collocation Agreement to make certain changes
       regarding access to the Partnership Sites and to
       memorialize the locations and dimensions of CapRock's
       Equipment Space in the Regeneration Facilities along the
       System Route;

   (c) a Second Amendment to O&M Agreement, which amends certain
       provisions in the O&M Agreement with regard to the
       operation, maintenance and repair of the fiber, cable,
       conduit and regeneration facilities constructed or
       installed along the System Route;

   (d) a First Amendment to the McLeod IRU Agreement, which
       amend certain provisions of the McLeod IRU Agreement to
       provide that upon the earlier of the expiration of the
       McLeod IRU Agreement or when McLeod obtains all necessary
       permits, franchises and authorities for the transfer of
       title, EBIS will convey title to the fibers subject to
       the McLeod, at which time the IRU will terminate; and

   (e) a Third Amendment to the CapRock IRU Agreement, which
       amends certain provisions of the CapRock IRU Agreement to
       provide that upon the earlier of the expiration of the
       CapRock IRU Agreement or when CapRock has obtained all
       necessary permits, franchises and authorization for the
       transfer of title, EBSI will convey title to the fibers
       subject to the CapRock IRU Agreement to CapRock, at which
       time the IRU will terminate.

Pursuant to the Purchase Agreement, Mr. Bienenstock relates that
EBSI, CapRock and McLeod will execute and deliver a Remedy
Agreement, wherein EBSI will have the option of terminating the
Amended IRU Agreement, the McLeod IRU Agreement or the CapRock
IRU Agreement at any time without cause, whereupon EBSI will, as
the sole remedy of CapRock or McLeod for the termination,
quitclaim to CapRock and McLeod all of EBSI's rights in the
fibers which are the subject of the agreements, free and clear
of any currently existing liens or liens which may arise in the
future on behalf of the lenders party to the Revolving Credit
and Guaranty Agreement, dated December 3, 2001, among Enron
Corp., Enron North America Corp., the other borrowers named
therein, the lenders from time to time party thereto, JPMorgan
Chase Bank and Citicorp USA, Inc. as co-administrative agents
and the other parties thereto, as the same may from time to time
be modified or amended.  CapRock and McLeod have agreed that
upon termination, they cannot and will not assert any claim by
reason thereof in these cases.  The Debtors believe that the
Remedy Fibers have a fair market value of less than $1,000,000.

As a condition to the consummation of the transactions, EBSI,
ECI-Texas, McLeod, CapRock, the Partnership and the EnRock
Management have agreed to execute a Mutual General Release,
pursuant to which:

   (i) EBSI, the Partnership and EnRock Management will release
       McLeod and CapRock from any and all claims arising out of
       or relating to the Partnership, the Partnership
       Agreement, any partner's interest in the Partnership or
       any member's interest in EnRock Management and the
       Agreement, among other things, and

  (ii) McLeod and CapRock will release EBSI, the Partnership,
       and EnRock Management from any and all claims arising out
       of or relating to the Partnership, the Partnership
       Agreement, any partner's interest in the Partnership or
       any member's interest in EnRock Management and the
       Agreement, among other things.

In connection with the proposed transactions, EBSI will release
McLeod and CapRock from any and all claims arising out of or
relating to the Partnership and related agreements.

Mr. Bienenstock tells the Court that sufficient business
justifications exist to merit approval of the Debtors' request:

   (a) The proposed transactions result in the final
       satisfaction of claims related to the Partnership and
       enable EBSI to acquire the remaining interests in the
       Partnership Sites in exchange for releasing disputed
       claims with a face value of $2,725,000;

   (b) Absent a settlement, the parties would likely have to
       engage in costly litigation to resolve their claims.  It
       would be difficult for EBSI to recover the entire amount
       of its claim without the supporting documentation for
       the construction costs;

   (c) In agreeing to the Release and related transactions, EBSI
       will acquire a 50% interest in the regeneration buildings
       located on the Partnership Sites, which will enable EBSI
       to maximize the value of the System Route to potential
       buyers.  The fibers have limited value to prospective
       purchasers without the regeneration buildings;

   (d) EBSI's assumption of the Assumed Agreements is necessary
       to clarify and document the Parties' collocation rights
       in connection with the Agreement and the proposed
       settlement; and

   (e) The proposed transactions are the result of arm's length,
       good faith negotiations and will result in the greatest
       return to Enron Broadband's estate and creditors. (Enron
       Bankruptcy News, Issue No. 68; 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. Go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=ENRN03USR3
for real-time bond pricing.


ENTERTAINMENT TECH.: March 31 Net Capital Deficit Tops $1 Mill.
---------------------------------------------------------------
Entertainment Technologies & Programs, Inc. and its wholly-owned
subsidiaries are engaged in two major areas of operations as
follows:

     -    Operation of entertainment facilities on United States
          military bases throughout the world, including the
          planning, promotion and production of live
          performances at such facilities.

     -    Sale of professional sound, lighting, and security
          video equipment to both the United States military and
          the non-military consumer markets.

At March 31, 2003 the Company had a working capital deficit of
$1,558,995 and a stockholders' deficit of $1,195,558. During the
six months ended March 31, 2003 and 2002, the Company
experienced net income of $791,226 and $37,073, respectively,
and cash flows from operations of $173,814 and a negative
$197,474, respectively.

At March 31, 2003, in addition to its negative financial
results, the Company is delinquent on payments of principal and
accrued interest on a note payable for which a waiver has not
been obtained. The Company is also in violation of financial and
non-financial covenants included in a note payable to a bank for
which waivers have not been obtained. Debt under this agreement
could be called by the creditors.

As a result of the going concern issues facing the Company, the
Company's independent auditors included an explanatory fourth
paragraph stating that there is substantial doubt about the
Company's ability to continue as a going concern in their report
on the Company's financial statements for the year ended
September 30,  2002.

Revenues for the quarter ended March 31, 2003 increased by
$92,170, or approximately 12.8% from a restated $721,655 for the
quarter ended March 31, 2002 to $813,825 for the quarter ended
March 31, 2003 primarily due to the significant growth in
military products and installation revenues in the Company's
subsidiary, Performance Sound & Light, Inc.  This growth is
tempered by the decrease in revenues from military
entertainment services in the Company's NiteLife Military
Entertainment subsidiary due to military service  personnel
being deployed for the Iraq war.

Gross margin for the quarter decreased from 49.5% to 40.5%
primarily due to the decrease in NiteLife  revenues which
reduced the combined gross margin. However, Performance Sound
and Light improved its gross margin from 22.2% to 34% for the
quarter due to increased revenues from higher gross margin
custom product installations.

General and administrative expenses decreased by $22,554 from a
restated $316,029 for the quarter ended March 31, 2002 to
$292,475 for the quarter ended March 31, 2003 primarily due to a
reduction in personnel-related costs.

Interest expense decreased by $93,791, or approximately 58.3%
from a restated $160,854 for the quarter  ended March 31, 2002
to $67,063 for the quarter ended March 31, 2003.  This decrease
is the result of the elimination of extension fees recorded as
interest on the Company's trust obligation during the quarter
ended March 31, 2002.

The Company recorded a gain on settlement of trust obligation of
$1,019,374 for the quarter ended March  31, 2003.

The Company recorded a write-down of assets held for sale of
$150,069 for the quarter ended March 31, 2003 to reflect these
assets at net realizable value less costs to sell.


FAIRCHILD SEMICONDUCTOR: Says Q2 Revenues In Line with Forecast
---------------------------------------------------------------
Kirk Pond, president, CEO and chairman of the Board of Fairchild
Semiconductor, (NYSE: FCS) stated that second quarter revenues
are tracking in line with original projections given by the
company during its first quarter 2003 earnings conference call.

"Seven weeks ago we guided second quarter revenues to be roughly
flat to first quarter 2003," said Pond. "During April, orders
were seasonably strong then softened slightly in May, especially
in Asia, and now appear to be returning to normal levels.
Through the strength of our focus on power solutions for
multiple end markets, we expect to hold our revenue guidance.
Given the continued pricing pressure, especially in light of
softer Asian demand in May, we expect margins to be slightly
lower than first quarter 2003.

"We've seen continued strength in sales to the power supply and
automotive markets," stated Pond. "Sales into the computing,
cell phone and television markets have been lower than expected
as a result of slower growth in consumer demand. Regionally we
have seen the greatest weakness in Asia. The impact of SARS on
demand has been modest but noticeable. With 15 - 20% of our
sales going into China and an increasing percentage of this
demand for domestic consumption, we are hopeful that reports of
the SARS situation coming under control are accurate."

"We see continued success in design wins of new products," said
Hans Wildenberg, Fairchild's executive vice president and chief
operating officer. "Our IGBT EcoSpark(TM) solution continues to
win automotive designs for advanced ignition applications.
Recent design wins of advanced MOSFET products strengthen our
position in the notebook market. Design wins for our Fairchild
Power Switch products build on our power analog strength in the
DVD and consumer electronics markets.

"We also continue to execute well on a variety of long-term cost
reduction plans," explained Wildenberg. "The most significant of
these is our new assembly and test facility in Suzhou, China.
This state-of-the-art facility is on schedule and expected to
begin shipping product next month. While the business
environment remains challenging, I'm pleased with the progress
on our plans for new products and our continued execution on
cost reduction strategies. Fairchild is committed to gaining
market share in our target markets to enable us to grow at or
above the semiconductor industry growth rates."

Fairchild expects to report its second quarter financial results
on July 17, 2003.

Fairchild Semiconductor (NYSE: FCS) is a leading global supplier
of high performance products for multiple end markets. With a
focus on developing leading edge power and interface solutions
to enable the electronics of today and tomorrow, Fairchild's
components are used in computing, communications, consumer,
industrial and automotive applications. Fairchild's 10,000
employees design, manufacture and market power, analog & mixed
signal, interface, logic, and optoelectronics products from its
headquarters in South Portland, Maine, USA and numerous
locations around the world. Visit http://www.fairchildsemi.com
for more information on the Company.

As reported in Troubled Company Reporter's Wednesday Edition,
Standard & Poor's assigned its 'BB-' rating to Fairchild
Semiconductor International Inc.'s new senior secured bank loan.
The 'BB-' corporate credit and 'B' subordinated note ratings are
affirmed. Proceeds from the new $300 million term loan will be
used to call the company's $300 million 10 3/8% subordinated
notes. The new $175 million revolving credit facility, undrawn
at closing, replaces an undrawn $300 million facility and
provides financial flexibility beyond the company's cash
balances.

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


FLEMING COMPANIES: PwC Approved to Perform Forensic Accounting
--------------------------------------------------------------
Fleming Companies, Inc., and its debtor-affiliates obtained
permission from the Court to employ and retain
PricewaterhouscCoopers LLP as forensic accountants for the audit
committee of the Board of Directors.

PricewaterhouseCoopers will provide forensic accounting services
for the Audit Committee, and as their attorneys or financial
advisors, and PricewaterhouseCoopers deem appropriate and
feasible in order to advise the Debtors in the course of this
Chapter 11 case, including:

  A. Completion of the forensic investigation commenced prior to
     the bankruptcy.

  B. Assist Debtors in evaluating the impact of findings from
     the forensic investigation in the context of ongoing
     company accounting and reporting responsibilities.

  C. Identify documents relevant to issues within the scope of
     forensic investigation for further review by the Company or
     the Audit Committee counsel.

  D. Present findings to relevant parties of the results of the
     forensic investigation.

  E. Performance of other related forensic accounting services,
     as may be necessary or desirable.

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

       Partners                                 $475
       Directors                                $390
       Managers                                 $325
       Senior Associates                        $250
       Associates                               $175
       Administration/Paraprofessionals          $50
(Fleming Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


FS CONCEPTS: Inks Pact to Sell All Assets to Cheveux Acquisition
----------------------------------------------------------------
Cheveux Acquisition, LLC has entered into an agreement to
purchase (subject to Bankruptcy Court approval) substantially
all of the assets of FS Concepts, Inc., of Anaheim, California
and certain of its affiliates who have the rights to the
Fantastic Sams hair salon business which they franchise, through
regional licensees, directly and indirectly to more than 1300
beauty salons worldwide.

While the Asset Purchase Agreement, executed by Opal Concepts,
the parent of FS Concepts, Inc., and other affiliates, is
subject to termination by an unmatched overbid by a third party
pursuant to the procedures for the sale adopted by the
Bankruptcy Court, and other customary terms and conditions to
closing, Cheveux intends to complete the purchase of Fantastic
Sams in the near future and immediately commence an expansion of
the corporate operations.

Founded in 1974 in Memphis, TN, Fantastic Sams began franchising
in 1976. Fantastic Sams is the world's leading value priced,
full-service hair care franchise, with more than 1300 salons in
the U.S., Canada and Japan.

Cheveux Acquisition, LLC Chief Executive Officer, Jack Keilt
said, "We are thrilled to be in position to acquire the assets
of Fantastic Sams. The Fantastic Sams name is one of the best
known salon brands in the world and our mission will be to
aggressively expand our presence in the United States and
worldwide within the next several years while simultaneously
improving the support to the regional operators and franchisees.

"Our involvement with Fantastic Sams started almost three years
ago when we became a regional owner and acquired the right to
sell Fantastic Sams franchises in much of New England. When the
parent company, Opal Concepts, entered Chapter 11 of the
bankruptcy code in July 2002, it was necessary to include
Fantastic Sams in the filing. We understood the great value that
the Fantastic Sams brand possesses as well as the solid
financial characteristics of its operations and began seeking a
way to acquire it out of bankruptcy. Its growth potential is
enormous.

"Most of the Fantastic Sams salons are individually owned by
local entrepreneurs who have a direct, personal interest in the
success of their business. The franchises are sold through a
group of licensed regional owners throughout the world. One of
the great strengths of Fantastic Sams is this network of
regional owners. It is a group of dedicated, experienced
business people who understand the industry extremely well."

Cheveux Acquisition, LLC, was formed by the owners of privately
held Cheveux LLC which presently holds the regional franchise
licensing rights for Fantastic Sams salons within much of New
England. The company has chosen Pouschine Cook Capital
Management, LLC, a New York based private equity firm, to
provide additional equity capital for the asset purchase. For
more information on Fantastic Sams, visit the Web site at
http://www.fantasticsams.com


GENTEK: Honoring Senior Exec. Obligations for 2002 Calender Year
----------------------------------------------------------------
Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, relates that the First Day order allowing GenTek Inc., and
its debtor-affiliates to implement or continue certain key
employee programs and honor, in part, their prepetition
obligations arising under the programs did not apply to GenTek's
Chief Executive Officer, Chief Financial Officer and 10 other
senior-most employees in several of the Debtors' business
segments who report directly to the CEO or CFO.

Against this backdrop, the Debtors sought and obtained the
Court's authority to honor their obligations for the 2002
calendar year to the senior executives that arise under their
Management Incentive Plan.  The Management Incentive Plan is an
ordinary course bonus incentive plan adopted prepetition by the
Debtors to incentivize the performance of all of their
management employees.

Mr. Chehi relates that the payments to be made to the senior
executives under the Management Incentive Plan are based on the
overall performance of the senior executive and his business
unit over the entire calendar year.  The payments to the senior
executives are largely dependent on:

   -- the achievement by each senior executive's business unit
      of established financial targets and business objectives
      as of the end of the calendar year 2002; and

   -- a subjective assessment of each senior executive's role
      during that calendar year in the efforts to achieve the
      business objectives.

The aggregate amount that the Debtors will pay is $1,300,000.

Although, the specific formulas used to calculate the bonus
amounts vary somewhat between each of the Debtors' several
business segments, the Management Incentive Plan, as applied to
each segment essentially provides that:

   (a) 25% of the bonus amount is based on the achievement of
       the financial targets established in the 2002 Operating
       Margin Plan.  The Operating Margin Plan refers to the
       projected operating income dollars which is a function of
       the profit of the business segment after variable and
       fixed production costs, and selling, general and
       administrative expenses by the relevant business segment;

   (b) 25% of the bonus amount is based on the achievement of
       the financial "business" targets established in the 2002
       Controllable Working Capital Plan.  This Plan looks to
       the asset portion of controllable Cash Cycle Working
       Capital, which consists of accounts receivable and
       inventory;

   (c) 25% of the bonus amount is based on the achievement of
       certain business targets in areas like the improved
       efficiency of existing operations, the development of new
       strategic initiatives and the achievement of targeted
       growth; and

   (d) 25% of the bonus amount is based on subjective criteria
       focusing on each senior executive's participation and
       level of effort in attempting to achieve the specific
       goals established for each senior executive's business
       segment.

The 12 senior executives eligible to receive payments under the
Management Incentive Plan are among the Debtors' most senior and
irreplaceable employees.  Mr. Chehi contends that the energies
and talents of these executives are critical to the Debtors'
successful reorganization. (GenTek Bankruptcy News, Issue No.
14; Bankruptcy Creditors' Service, Inc., 609/392-0900)


GLOBAL CROSSING: Court Approves Intercompany Asset Transfer Pact
----------------------------------------------------------------
Global Crossing Ltd., and its debtor-affiliates obtained the
Court's approval of an agreement among the Debtors' subsidiaries
GC Europe, SAC Brasil, LAN, LAN Brasil and Latin American
Nautilus S.A. to restructure the Payment for Intercompany Asset
Transfers to avoid any doubt with respect to compliance with the
Regulations.

The Payment will be refunded by GC Europe to LAN SA.  After
receipt, LAN SA will transfer the Payment to LAN Brasil, which
will then transfer the Payment to SAC Brasil as the
consideration due and owing to SAC Brasil under the Dim Fiber
Agreement.  The Parties will appoint a bank to facilitate
transfers contemplated under the Agreement.

The salient terms of the Agreement are:

  A. LAN SA and GC Europe will irrevocably appoint a mutually
     agreeable bank to act as the Account Bank.  The Account
     Bank will agree to establish an account in the name of LAN
     SA in the New York Branch of the Account Bank.

  B. GC Europe will deposit $29,000,000 into the Account.

  C. LAN SA and GC Europe will irrevocably instruct the Account
     Bank, after receipt of the LAN SA Payment, to immediately
     transfer these funds to LAN Brasil in a bank account opened
     by the Account Bank in a branch located in Brazil in LAN
     Brasil's name.

  D. The Account Bank is irrevocably instructed to transfer the
     LAN Brasil Payment as soon as feasible to a SAC Brasil
     account.

  E. The Account and the LAN Brasil Account will be operated by
     the Account Bank as provided in the Agreement and any
     amount in the Account will be paid out only in accordance
     with the Agreement.

  F. Any failure in SAC Brasil's timely receipt of the funds as
     specified in the Agreement will be deemed a material breach
     of LAN and LAN Brasil's obligations under the Dim Fiber
     Agreement and Global Crossing will have the right to
     suspend use of the Brazil IRUs until the payment is made in
     full, as well as any other remedies that Global Crossing
     has at law, including a drawdown on the Telecom Italia
     S.P.A. guaranty provided in connection with the Dim Fiber
     Agreement.

                         Backgrounder

On September 29, 2000, certain Global Crossing entities,
including SAC Brasil Ltda., and Latin American Nautilus Ltd.
entered into that certain Dim Fiber and Capacity Purchase
Agreement, whereby, among other things, SAC Brasil agreed to:

  -- transfer to LAN dark and dim fiber IRUs on portions of the
     Network located in Brazil; and

  -- provide certain maintenance and other services.

In exchange for the Brazil IRUs, LAN was obligated to pay SAC
Brasil $29,000,000.  In accordance with the Dim Fiber Agreement,
LAN assigned its rights with respect to the Brazil IRUs to one
of its affiliates, Latin American Nautilus Brasil Ltda.

During the second, third and fourth quarters of 2001, Global
Crossing Europe Ltd. received $29,000,000 for the Brazil IRUs.
As the Brazil IRUs were sold by SAC Brasil to LAN, these
payments were, under the terms of the Dim FiberAgreement, due
SAC Brasil, not GC Europe.  Brazilian Central Bank regulations
generally require that payments owed to a Brazilian company must
be remitted in Brazil and strictly delineate the permitted
methods of remittance. (Global Crossing Bankruptcy News, Issue
No. 41; Bankruptcy Creditors' Service, Inc., 609/392-0900)

Global Crossing Ltd.'s 9.125% bonds due 2006 (GBLX06USR1) are
trading at about 4 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=GBLX06USR1
for real-time bond pricing.


HAYES LEMMERZ: Sues Mexican JV et al. to Recover Properties
-----------------------------------------------------------
Plaintiffs Hayes Lemmerz International-Mexico, Inc. and Hayes
Lemmerz International, Inc. seeks:

   (i) a declaratory judgment that certain agreements between
       or among Hayes Mexico, Hayes Wheels de Mexico, S.A. de
       C.V. -- the Mexican JV, and DESC Automotriz, S.A. de
       C.V. were terminated and were no longer executory
       contracts as of the Effective Date of the Modified Plan;

  (ii) a declaratory judgment that certain claims of DESC,
       the Mexican JV, and Hayes Wheels Aluminio, S.A. de C.V.
       against the Plaintiffs for alleged breaches of certain
       of those agreements are not entitled to administrative
       priority status; and

(iii) the turnover of certain materials and equipment relating
       to certain technology, know-how, processes, patents,
       trademarks, and Confidential Information and to enjoin
       the Mexican JV, HW Aluminio, Hayes Wheels Acero, S.A. de
       C.V., and DESC from using these technology, know-how,
       processes, patents, trademarks, and Confidential
       Information.

Anthony W. Clark, Esq., at Skadden Arps Slate Meagher & Flom
LLP, in Wilmington, Delaware, relates that Hayes Mexico, a
debtor in these cases, is a party to three agreements each dated
Nov. 10, 1995, pertaining to the Mexican JV, which was
established for the purpose of designing, manufacturing, and
marketing aluminum and steel wheels for sale in and export from
Mexico.  The three agreements are:

     (i) a Shareholders Agreement between Hayes Mexico and DESC;

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

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

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

   a) previously rejected contracts,

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

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

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

As of March 27, 2003, the Debtors had not rejected or filed a
motion to reject the Agreements, and the Agreements were not
listed on Exhibit H, the schedule of rejected contracts, to the
Modified Plan.

Mr. Clark recounts that on March 27, 2003, DESC, the Mexican JV,
and HW Aluminio filed a notice of cure demand of "not less than
$10,250,000" or, alternatively, a motion for allowance and
payment of an administrative expense of "not less than
$23,900,000", alleging that the Plaintiffs have violated and
breached the Shareholders Agreement and the Marketing Agreement.
The Cure/Administrative Claim Motion was later supplemented, and
the cure demand and administrative claim were reduced to "not
less than" $9,300,000 and $20,600,000.

                     Shareholders Agreement

Mr. Clark explains that the Shareholders Agreement governs the
relationship and rights of Hayes Mexico and DESC with respect to
the Mexican JV and its wholly owned subsidiaries, including HW
Acero and HW Aluminio.  Pursuant to the Shareholders Agreement,
DESC owns 59.72% and Hayes Mexico owns 40% of the shares of the
Mexican JV, with the remaining 0.28% being held by independent
shareholders.  The Shareholders Agreement provides that DESC
will establish management control policies for the Mexican JV
Companies and will appoint a Director General for the Mexican JV
Companies to be responsible for the day-to-day operations.

The Shareholders Agreement further provides that either party
may terminate the agreement as a result of, among other things:

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

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

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

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

DESC has defaulted under the Shareholders Agreement.
Accordingly, on April 28, 2003, Hayes Mexico sent a letter
terminating the Shareholders Agreement.

                       Marketing Agreement

Under the Marketing Agreement, Mr. Clark reports that Hayes
Mexico agreed to be the exclusive marketing, sales, and service
agent for the Mexican JV for the sale of aluminum and steel
wheels in the United States and Canada and a non-exclusive
marketing, sales, and service agent for the Mexican JV for the
sale of aluminum and steel wheels throughout the rest of the
world, with the exception of Mexico.  The Mexican JV Companies
were required under the Marketing Agreement to refer any request
from a customer or potential customer regarding the manufacture
or sale of aluminum or steel wheels in the exclusive market to
Hayes Mexico and was prevented from soliciting or contacting any
customer regarding the sale of aluminum or steel wheels in the
exclusive market.

The Marketing Agreement also requires the payment, on a
quarterly basis, of a marketing fee from the Mexican JV
Companies to Hayes Mexico equal to 2.5% of Net Sales.
Additionally, the Marketing Agreement provides that in the event
it is terminated, Hayes Mexico continues to be entitled to any
marketing fees earned on or prior to the effective date of
termination, and will continue to be entitled to a marketing fee
for the first 18 months of shipments of aluminum or steel wheels
to the extent Hayes Mexico was responsible for the sales and the
wheels were manufactured, sold, or invoiced after the effective
date of termination of the Marketing Agreement.  The Marketing
Agreement further provides that the Mexican JV Companies will
indemnify Hayes Mexico against all claims, causes of action,
damages and other liabilities arising out of the manufacture,
sale, or use of the aluminum or steel wheels, including, but not
limited to, product liability and other general liability and
attorneys' fees.

Mr. Clark contends that the Mexican JV Companies failed to
timely and fully pay marketing fees to Hayes Mexico.  As of
May 27, 2003, Hayes Mexico believes that marketing fees of at
least $1,600,000 are past due, thus constituting a default under
the Marketing Agreement.  The Mexican JV Companies also have
failed to indemnify Hayes Mexico for certain liability, which
Hayes Mexico believes arises out of the manufacture, sale, or
use of aluminum or steel wheels by the Mexican JV Companies,
constituting a breach under the Marketing Agreement.

As provided in the Marketing Agreement, either party may
terminate the Marketing Agreement if the Shareholders Agreement
is terminated or the other party is in Default under the
Marketing Agreement.  Accordingly, on April 15, 2003, Hayes
Mexico sent a letter terminating the Marketing Agreement.

                        License Agreement

Mr. Clark reports that the License Agreement allows the Licensee
to use certain know-how, technology, processes, patents, and
trademarks, which are licensed by the Licensor from Hayes under
the Hayes License Agreement, on a non-exclusive basis, in the
manufacture of aluminum and steel wheels in Mexico.  Under the
License Agreement, the Mexican JV agreed to pay quarterly to
Hayes Mexico a royalty and technical assistance fee amounting to
1.25% of the Net Sales of the Mexican JV Companies in exchange
for the grant of the license under the License Agreement.  The
Mexican JV further agreed under the License Agreement to pay to
Hayes Mexico all expenses incurred by Hayes Mexico and its
representatives in connection with the technical assistance
provided pursuant to the License Agreement.

Furthermore, the License Agreement imposes certain restrictions
on the Mexican JV Companies' disclosure and use of Confidential
Information.  In particular, the Mexican JV Companies are
prohibited from disclosing Confidential Information except to
DESC employees for certain limited purposes provided that DESC
agreed to the terms of the License Agreement.  In addition, the
License Agreement provides that, after its termination, the
Mexican JV Companies must immediately return to Hayes Mexico all
Confidential Information and all scrapped, rejected or partially
completed equipment, tools, dies, fixtures, samples, or other
items resulting from the Confidential Information.

Mr. Clark adds that the License Agreement also restricts the use
of the Technology by the Mexican JV Companies following its
termination.  The License Agreement further provides that the
Mexican JV Companies are required to return to Hayes Mexico
within 30 days of its termination any documents, specifications,
plans, designs, or other writings incorporating or referring to
the patented Technology and any equipment, tools, or machinery
incorporating the patented Technology other than equipment or
machinery not supplied by Hayes Mexico or manufactured or
purchased by the Mexican JV Companies.

On April 15, 2003, Hayes Mexico sent a letter to DESC and the
Mexican JV, exercising its contractual rights to terminate the
License Agreement.  The Mexican JV is in Default under Section
9.1(a) of the License Agreement and is past due on at least
$800,000 in license fees.

Mr. Clark maintains that the claims of DESC, the Mexican JV, and
HW Aluminio asserted as administrative expenses in the
Cure/Administrative Claim Motion against the Debtors arise out
of prepetition agreements and are not actual, necessary costs
and expenses of preserving the Debtors' estates.  Accordingly,
these claims are not entitled to administrative priority status
under Sections 503(b) and 507(a) of the Bankruptcy Code.

The Mexican JV et al. have possession of materials relating to
Confidential Information, in addition to scrapped, rejected, or
partially completed equipment, tools, dies, fixtures, samples,
or other items resulting from Confidential Information, and
materials and equipment relating to the patented Technology
supplied or owned by the Debtors.  Section 8 of the License
Agreement provides that, after termination of the License
Agreement, the Licensee will cease use of all Confidential
Information licensed by the Licensor.

Mr. Clark believes that the Debtors are entitled to the turnover
of estate property and the return of these materials, equipment,
and other items relating to the Confidential Information or
patented Technology in the possession of or controlled directly
or indirectly by the Mexican JV et al. (Hayes Lemmerz Bankruptcy
News, Issue No. 34; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


HOUSTON EXPLORATION: S&P Ups Corp. Credit Rating a Notch to BB
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term
corporate credit ratings on natural gas and oil company The
Houston Exploration Co., to 'BB' from 'BB-'. At the same time,
Standard & Poor's assigned its 'B+' rating to Houston
Exploration's proposed $150 million senior subordinated notes
offering. The proceeds will be used to redeem the company's
existing subordinated notes and repay short-term debt. The
outlook is stable.

Houston, Texas-based Houston Exploration's has about $175
million in outstanding debt.

"The rating action reflects the company's demonstrated ability
to make noticeable improvements in its capital structure, while
at the same time producing strong cash flow credit protection
measures," said Standard & Poor's credit analyst William Ferara.
"The company's financial profile has improved due to continued
strength in commodity prices, which has enabled the company to
utilize free cash flow to materially reduce debt and improve its
liquidity position," he continued. Also, the company's financial
profile provides a platform to improve its business profile by
surplus needed funds to continue to diversify its production and
slowly lengthening its reserve life.

The ratings for Houston Exploration also reflect the company's
relatively small reserve base, rapid production decline profile,
and the large capital program necessary to maintain production
levels. These risks are offset by the company's moderate
financial leverage, its competitive operating costs, and a
hedging program that mitigates the risks associated with an
aggressive capital-spending budget. Standard & Poor's does not
assume any meaningful long-term support from KeySpan Corp.,
which owns about 56% of the common stock of Houston Exploration.

In 2003, the company has budgeted nearly $290 million for
capital expenditures with slightly over one half targeted toward
onshore projects and about $115 million associated with the
offshore Gulf of Mexico, an area where the company has enjoyed
above-average exploration success. A significant deviation from
historical success rates or a prolonged period of low natural
gas prices, however, could require a significant rate of
externally financed capital expenditures. Houston Exploration's
short reserve life of less than seven years requires continuous,
aggressive spending to replace its quickly producing reserves.

Houston Exploration is expected to maintain moderate debt
leverage to compensate for its short reserve life and the
accompanying need for aggressive capital spending. Due in part
to the strong commodity price environment, the company has
managed to materially reduce long-term debt resulting in a debt-
to-capital ratio of about 25%.

The stable outlook reflects Standard & Poor's expectation that
Houston Exploration will fund capital expenditures through
internal cash flows and reduce short-term borrowings. The
company is expected to remain acquisitive, but such transactions
should be financed conservatively in a manner consistent with
its current ratings.


INTEGRATED HEALTH: Court Clears $2.9-Mill. Steadfast Settlement
---------------------------------------------------------------
Integrated Health Services, Inc., and its debtor-affiliates
sought and obtained Court approval, pursuant to Section 105 of
the Bankruptcy Code and Rule 9019(a) of the Federal Rules of
Bankruptcy Procedure, of their Settlement Agreement with
Steadfast Insurance Company.

Joseph M. Barry, Esq., at Young, Conaway, Stargatt & Taylor,
LLP, in Wilmington, Delaware, informs the Court that the Debtors
are insured by Steadfast under a Hospital Professional Liability
and Commercial General Liability insurance policy issued to IHS,
on behalf of itself and the other Debtors, for the period from
January 1, 1997 though January 1, 1999.  This Policy provides
primary coverage of $1,000,000 per occurrence with an annual
aggregate of $3,000,000 per facility, plus umbrella coverage of
$25,000,000.

Under the terms of the Policy, IHS is required to pay a $100,000
deductible with respect to each event covered under the
Commercial General Liability section of the Policy and a
$500,000 deductible with respect to each event covered under the
Hospital Professional Liability section of the Policy.  The
Policy has a maximum aggregate deductible of $5,000,000 for the
period from January 1, 1997 to January 1, 1998, and $7,500,000
for the period January 1, 1998 to January 1, 1999.

IHS' obligations with regard to the deductibles under the Policy
were supported by two prepetition unsecured letters of credit
issued by the Bank of Nova Scotia:

  1. Letter of Credit no. S028/43695/97, dated February 6, 1997,
     originally amounting to $500,000, which was increased on
     December 31, 1997 to $2,000,000; and

  2. Letter of Credit no. S09/43695/99, dated August 19, 1999,
     originally amounting to $2,000,000.

Mr. Barry reports that Gallagher Bassett Services, Inc., a third
party claims administrator, has been, and still is, managing the
claims against the Debtors allegedly insured under the Policy.
IHS funded a trust account at Citibank, N.A, in the name of
Gallagher as additional security for its payment obligations to
Steadfast and Gallagher under the Policy.  Gallagher has used
funds held in the Trust Account, both before and after the
Petition Date, to pay losses and allocated loss adjustment
expenses falling within the deductible amounts on the Policy.

As of the Petition Date, Mr. Barry states that because Gallagher
was handling the claims and monitoring payment of deductibles,
Steadfast did not then have sufficient information to determine
the amount of unreimbursed deductibles then owed by IHS, or
potentially owed in the future by IHS, under the Policy.
Accordingly, on February 7, 2000, Steadfast drew $25,000 from
the Initial Letter of Credit.  In July 2000, the Bank notified
Steadfast that the Subsequent Letter of Credit would be
terminated effective August 19, 2000.  At that time, Steadfast
still did not have sufficient information to determine the
amount of unreimbursed deductibles then owed by IHS, and
accordingly, on August 10, 2000, Steadfast drew $2,000,000, the
entire amount of the Subsequent Letter of Credit.

In November 2000, the Bank notified Steadfast that the Initial
Letter of Credit would be terminated effective January 1, 2001.
At that time, Steadfast still did not have sufficient
information to determine the amount of unreimbursed deductibles
then owed by IHS, and accordingly, on December 29, 2000,
Steadfast drew $1,975,000, the entire remaining amount of the
Initial Letter of Credit.

Since the time that Steadfast drew down the entire balances of
the Subsequent Letter of Credit and Initial Letter of Credit,
Mr. Barry informs the Court that representatives for both IHS
and Steadfast have shared and reviewed records to determine
whether and to what extent the amounts drawn by Steadfast on the
Letters of Credit exceeded the amount that IHS would have to pay
to satisfy its deductible obligations under the Policy.  The
parties have determined that the amount necessary to fulfill
IHS' deductible obligations, and therefore, the amount that
Steadfast could rightly retain from the proceeds of the Letters
of Credit, is $1,091,193.33.  Steadfast has accordingly agreed
to return to IHS $2,908,806.67, as provided in the Settlement
Agreement.

The Settlement Agreement provides that:

    1. Steadfast will refund to IHS $2,908,806.67;

    2. Steadfast will withdraw its claims filed in the
       Bankruptcy Case; and

    3. Steadfast will have no further liability to anyone,
       including IHS and the Bank, with respect to the proceeds
       of the Letters of Credit.

The Settlement Agreement expressly preserves all of the Debtors'
rights to have covered claims defended and paid pursuant to the
Policy.

Since representatives of IHS and Steadfast have reviewed the
status of payments made under the Policy, there has actually
been no dispute between Steadfast and the Debtors with regard to
the amount owed by Steadfast.  Nevertheless, the parties'
understanding has been characterized as a Settlement Agreement.

Mr. Brady asserts that the Settlement Agreement does not
compromise the amount believed by the Debtors to be owed by
Steadfast.  It simply provides a legal structure pursuant to
which Steadfast may refund the amount owed and obtain protection
in the future from any claims relating to its drawing down of
the Letters of Credit.  The Settlement Agreement will expedite
the payment by Steadfast to IHS of $2,908,806.67 -- the total
amount owed, and preserves all coverage tinder, the Policy.
(Integrated Health Bankruptcy News, Issue No. 59; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


JACOBSON STORES: Disclosure Statement Hearing Set for July 16
-------------------------------------------------------------
On March 31, 2003, Jacobson Stores Inc., along with its debtor-
affiliates, and the Official Committee of Unsecured Creditors
jointly filed a Proposed Liquidating Chapter 11 Plan in the U.S.
Bankruptcy Court for the Eastern District of Michigan.

A hearing to consider the approval of the Disclosure Statement's
adequacy within the meaning of Sec. 1125 of the Bankruptcy Code
will commence at 1:00 p.m. (Eastern Time) on July 16, 2003, to
be heard by the Honorable Thomas J. Tucker.

Jacobson Stores Inc., and its debtor-affiliates filed for
Chapter 11 relief on Jan. 15, 2002, (Bankr. E.D. Mich. Case No.
02-40957). Paul Traub, Esq., Steven E. Fox, Esq., Maura Russell,
Esq., at Traub, Bonacquist, & Fox LLP and Sheldon S. Toll, Esq.,
Sheryl L. Toby, Esq., at Honigham Miller Schwartz & Cohn LLP
represent the Debtors in their liquidating efforts.  Jay R.
Indyke, Esq., at Kronish, Lieb, Weiner and Hellman, LLP,
represents the Creditors' Committee.  At May 4, 2002, the
Company's balance sheet showed $192 million in assets and $217
million in total liabilities.


JAZZ PHOTO: Has Until July 7 to File Schedules and Statements
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey gave
Jazz Photo Corp., and its debtor-affiliates an extension of time
to file their schedules of assets and liabilities, statements of
financial affairs and lists of executory contracts and unexpired
leases required under 11 U.S.C. Sec. 521(1).  The Debtors have
until July 7, 2003 to file these documents.

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.


KEY3MEDIA GROUP: Court Confirms Chapter 11 Reorganization Plan
--------------------------------------------------------------
Key3Media Group, Inc. (OTCBB: KMEDQ.OB), the world's leading
producer of information technology tradeshows and conferences,
announced that the U.S. Bankruptcy Court for the District of
Delaware has approved its plan of reorganization and the Company
expects to emerge from Chapter 11 on or about June 17, 2003, the
date the plan will become effective.

The plan of reorganization, which was filed May 5, 2003, was
supported by 100% of Key3Media's secured creditors. In addition,
substantially all of the Company's unsecured creditors voted for
the plan, representing a clear majority of total unsecured
indebtedness.

"We are very pleased to have successfully restored Key3Media's
financial strength while continuing to deliver the highest
quality service to our exhibitors and attendees," said Fredric
D. Rosen, Chairman and CEO of Key3Media. "With the support of
Thomas Weisel Capital Partners and the hard work of our
employees, we have advanced quickly through this process,
maintained Key3Media's industry leadership, and now the Company
has a strong platform for continuing to serve the global IT
marketplace."

Key3Media will emerge from its restructuring with a greatly
strengthened capital structure and fully funded business plan.
The Company's total debt will be reduced by 87%, and annual
interest expense will be reduced by 91%. Thomas Weisel Capital
Partners, which supported Key3Media throughout the restructuring
process as a creditor and with DIP financing, will own at least
90% of the equity of the recapitalized company upon the
Company's emergence. In addition, certain unsecured creditors
will have the right to purchase up to 10% of the Company's
equity.

Lawrence B. Sorrel, Managing Partner of Thomas Weisel Capital
Partners said, "We are pleased to have worked with Key3Media's
management and the Company's creditors to execute a successful
reorganization. With its financial flexibility restored,
Key3Media can leverage its strong portfolio of brands, large
high-caliber client base, and leading market position to
continue its long-term growth in the global IT tradeshow and
conference market. We look forward to building on Key3Media's
strong platform to help realize its full potential."

Commenting on Key3Media's conferences and tradeshows, Robert
Priest-Heck, Chief Operating Officer of Key3Media, said, "We
recently completed a successful NetWorld+Interop show in Las
Vegas with many return exhibitors and a strong attendee turnout,
and we look forward to building on that momentum. We already
have secured commitments from several major exhibitors for
COMDEX, including Microsoft, Computer Associates and BenQ
America Corp., and we expect that with the completion of our
reorganization plan and the assurance of our continued
leadership, we will experience a significant increase in sales
for COMDEX as well as for our other tradeshows and conferences.
With our financial health restored, we look forward to
continuing to provide the highest quality service and to meeting
our customers' evolving needs in the years ahead."

All Key3Media tradeshows and conferences are continuing as
scheduled, including JavaOne in San Francisco (June 10-13),
Seybold San Francisco (September 8-12), BioSecurity 2003 in
Washington D.C. (October 20-22) and COMDEX Fall in Las Vegas
(November 15-20).

Key3Media Group, Inc., produces information technology
tradeshows and conferences. Key3Media's products range from the
IT industry's largest exhibitions such as COMDEX and
NetWorld+Interop to highly focused events featuring renowned
educational programs, custom seminars and specialized vendor
marketing programs. For more information about Key3Media, visit
http://www.key3media.com

Thomas Weisel Capital Partners is the merchant banking affiliate
of the investment firm Thomas Weisel Partners LLC. TWCP's
flagship fund, Thomas Weisel Capital Partners, L.P., is a $1.3
billion private equity fund with backing from leading
institutional investors and a current portfolio of over 30
companies primarily focused in the growth sectors of the
economy, including media and communications, information
technology and healthcare.


KMART CORP: Court Allows Sale of Store No. 3537 to KIMART LP
------------------------------------------------------------
Kmart Corporation and its debtor-affiliates sought and obtained
the Court's authority to assume and assign their interest in an
unexpired non-residential real property lease for Store No. 3537
in Novi, Michigan to KIMART LP.

The Debtors will assign all subleases and reciprocal easement
agreements related to their use and occupancy of the leased
property, including their Ground Lease Termination Agreement
dated February 23, 2001 with landlord Ramco-Gershenson
Properties, LP.  Ramco-Gershenson succeeded the Lease form West
Oaks Development Company.

KIMART is the purchaser of the Debtors' designation rights with
respect to the Lease, together with 53 others.  Pursuant to the
Designation Rights Agreement approved by the Court, the Debtors
must assume and assign the Real Property Lease upon KIMART's
designation.  KIMART has elected to take an assignment of the
Lease.

Before the Petition Date, the Debtors entered into the
Termination Agreement with Ramco-Gershenson after determining
that the Novi Store was no longer part of their future business
plan.  The Debtors and Ramco-Gershenson agreed to terminate the
Lease effective April 30, 2003.  As part of the consideration,
Ramco-Gershenson will pay the Debtors $2,525,000.

The Debtors have earlier decided to reject the Ground Lease
Termination Agreement with Ramco-Gershenson.  After consulting
their real estate advisors, the Debtors have determined that the
Termination Agreement does not maximize the value of the Lease
for their estates, creditors and interest holders.  However, the
Debtors later withdrew their request.  KIMART advised that the
assumption and sale of the Lease would entitle the Debtors to
additional proceeds under the sharing provisions of the
Designation Rights Agreement.

The Debtors tell the Court that the assignment of the Lease will
provide substantial benefits to their estates.  In accordance
with the Designation Rights Agreement, the Debtors will receive
$43,000,000 in part for agreeing to enter into the Assignment
Agreement.  At the same time, the Debtors will avoid continuing
obligations from the Lease.  They have since ceased business
operations at the Store.

The Debtors estimate that their total cure obligation under the
Lease is $133,174.  The Debtors have agreed to pay the cure
claim. (Kmart Bankruptcy News, Issue No. 57; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


LEAP WIRELESS: Proofs of Claim Due to be Filed by June 28, 2003
---------------------------------------------------------------
Leap Wireless International Inc., and its debtor-affiliates
notify the Court that the last day to file proofs of claim is
June 28, 2003, 4:00 p.m. West Coast Time.  With respect to
governmental units, written proofs of claim must be filed on
or before 4:00 p.m. West Coast Time on July 28, 2003.

The Debtors request that all their creditors and governmental
units be required to file a proof of claim on account of any
claim against the Debtors; provided however that, at this time,
proofs of claim would not be required to be filed by creditors
holding or wishing to assert claims against the Debtors of these
types:

    A. claims on account of which a proof of claim has already
       been properly filed with the Court against the Debtors;

    B. claims allowable under Sections 503(b) and 507(a)(1) of
       the Bankruptcy Code as expenses of administration;

    C. claims of the Debtors' current officers or directors for
       indemnification and contribution arising as a result of
       these officers' or directors' postpetition services to
       the Debtors;

    D. claims held by equity interest holders, provided,
       however, that if an equity interest holder asserts any
       rights as a creditor of the Debtors, a Proof of Claim is
       required; and

    E. claims of beneficial and record holders of senior notes
       due in 2010 and the senior discount notes due in 2010
       issued under a certain Indenture, dated February 23,
       2000, by and among Leap, Cricket Communications Holdings,
       Inc., and U.S. Bank National Association. (Leap Wireless
       Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
       Service, Inc., 609/392-0900)

Leap Wireless Int'l's 14.50% bonds due 2010 (LWIN10USR2) are
trading at about 10 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=LWIN10USR2
for real-time bond pricing.


LERNOUT: Judge Wizmur Confirms Committee's First Amended Plan
-------------------------------------------------------------
Various pending objections to the confirmation of the Creditors'
Committee's First Amended Plan have been resolved.

Accordingly, Judge Wizmur ruled from the bench at the conclusion
of the May 29, 2003 hearing in favor of confirmation of the
Creditors' Committee's Plan of Liquidation for Lernout & Hauspie
Speech Products, N.V.

All confirmation objections not already withdrawn, waived or
settled, are overruled.

The Committee stepped Judge Wizmur through the 13 statutory
requirements under Section 1129(a) of the Bankruptcy Code
necessary to confirm its First Amended Liquidation Plan:

A. Section 1129(a)(1) of the Bankruptcy Code provides that a
    plan of reorganization must comply with the applicable
    provisions of Chapter 11 of the Bankruptcy Code.  The
    legislative history of Section 1129(a)(1) of the Bankruptcy
    Code indicates that a principal objective of this provision
    is to assure compliance with the sections of the Bankruptcy
    Code governing classification of claims and interests and
    the contents of a plan of reorganization.  The Committee's
    Plan complies with all provisions of the Bankruptcy Code.

B. Section 1129(a)(2) of the Bankruptcy Code requires that the
    proponent of a plan of reorganization comply with the
    applicable provisions of the Bankruptcy Code.  The
    legislative history and cases discussing Section 1129(a)(2)
    of the Bankruptcy Code indicate that the purpose of the
    provision is to ensure that the plan proponent complies with
    the disclosure and solicitation requirements of Sections
    1125 and 1126 of the Bankruptcy Code.  The Committee has
    performed all of its obligations under the Bankruptcy Code.

C. The Plan has been "proposed in good faith and not by any
    means forbidden by law," as required by Section 1129(a)(3)
    of the Bankruptcy Code.

D. Section 1129(a)(4) of the Bankruptcy Code requires that
    payments made by the debtor on account of services or costs
    and expenses incurred in connection with the Plan or the
    Reorganization Cases either be approved or be subject to
    approval by the bankruptcy court as reasonable.  The
    Committee's Plan discloses all payments to be made and the
    Court has approved or will approve all plan-related
    expenses.

E. Section 1129(a)(5)(A)(i) of the Bankruptcy Code requires the
    proponent of a plan to disclose the identity of certain
    individuals who will hold positions with the debtor or its
    successor after confirmation of the plan.  Section
    1129(a)(5)(A)(ii) of the Bankruptcy Code requires that the
    service of these individuals be "consistent with the
    interests of creditors and equity security holders and with
    public policy."  The Committee complied with this
    requirement.

F. Section 1129(a)(6) of the Bankruptcy Code permits
    confirmation only if any regulatory commission that will
    have jurisdiction over the debtor after confirmation has
    approved any rate change provided for in the plan.  This
    requirement is inapplicable in L&H NV's Chapter 11 cases.

G. Section 1129(a)(7) of the Bankruptcy Code, the "best
    interests of creditors test," requires that, with respect to
    each impaired class of claims or interests, each holder of a
    claim or interests of the class under the Plan on account of
    the claim or interests (a) has accepted the plan; or (b)
    will receive or retain under the plan on account of the
    claim or interests property of a value, as of the effective
    date of the plan, that is not less than the amount that the
    holder would so receive or retain if the debtor were
    liquidated under Chapter 7.  The Committee has shown that
    creditors recover less in a chapter 7 liquidation scenario
    than they receive under the Plan.  Accordingly, the Plan
    complies with the "best interests of creditors test."

H. Section 1129(a)(8) of the Bankruptcy Code requires that
    each class of claims or interests must either accept a plan
    or be unimpaired under a plan.  Pursuant to Section 1126(c)
    of the Bankruptcy Code, a class of impaired claims accepts a
    plan if holders of at least two-thirds in dollar amount and
    more than one-half in number of the claims in that class
    actually vote to accept the plan.  Pursuant to Section
    1126(d) of the Bankruptcy Code, a class of interests accepts
    a plan if holders of at least two-thirds in amount of the
    allowed interests in that class that actually vote to accept
    the plan.  A class that is not impaired under a plan, and
    each holder of a claim or interests of the class, is
    conclusively presumed to have accepted the plan.  The
    Committee showed Judge Wizmur that it obtained the requisite
    majorities.

I. The treatment of Administrative Expense Claims pursuant to
    the Plan satisfies the requirements of Sections
    1129(a)(9)(A) of the Bankruptcy Code, and the treatment of
    Priority Tax Claims pursuant to the Plan satisfies the
    requirements of Section 1129(a)(9)(C) of the Bankruptcy
    Code.

J. Section 1129(a)(10) of the Bankruptcy Code provides that at
    least one impaired class of claims or interests must accept
    the Plan, without including the acceptance of the Plan by
    any insider.  At least one impaired class of creditors has
    accepted the Committee's Plan.

K. Section 1129(a)(11) of the Bankruptcy Code requires the
    Bankruptcy Court to find that the plan is feasible as a
    condition precedent to confirmation.  The Committee has
    provided detailed financial data to creditors in their
    Disclosure Statement and their assumptions about recoveries
    and payouts.

L. All fees payable under Section 1930 of the Judiciary
    Procedures Code, as determined by the Bankruptcy Court on
    the Confirmation Date, have been paid or will be paid
    pursuant to the Plan on the Effective Date, thus satisfying
    the requirements of Section 1129(a)(12) of the Bankruptcy
    Code.

M. Section 1129(a)(13) of the Bankruptcy Code sets forth
    certain provisions for continuation of the payment of
    health, welfare and retiree benefits post-confirmation.  The
    Committee's Plan doesn't alter any retirement plan.
    (L&H/Dictaphone Bankruptcy News, Issue No. 43; Bankruptcy
    Creditors' Service, Inc., 609/392-0900)


LIN TV CORP: Provide Limited Guidance for Second Quarter 2003
-------------------------------------------------------------
LIN TV Corp. (NYSE: TVL) provided limited guidance for the
second quarter ending June 30, 2003.  In April 2003, the company
announced that it was unable to provide guidance because of
uncertainty in the advertising environment associated with the
military action in Iraq.

The company expects second-quarter net revenues as reported to
be approximately equal to second-quarter 2002 reported net
revenues and, on a same station basis, net revenues are expected
to decline in the mid-single digits compared to the second
quarter of 2002. Station operating expenses as reported are
expected to increase in the high-single or low-double digits
compared to reported results in the second quarter of 2002, and
on a same-station basis, station operating expenses are expected
to increase in the low-to-mid-single digits. As a result,
station operating income is expected to decline for the second
quarter for both reported and same station results. The
company's reported results differ from the same-station
statistics due to the acquisition of Sunrise Television Corp. on
May 2, 2002.

In addition, the company indicated that as a result of recent
refinancing transactions, interest expense for the year is
expected to be approximately $58 million, including interest
expense of $11 million in the each of the third and fourth
quarters of 2003. The expense associated with the recent
refinancing transactions will be approximately $23.6 million.

LIN TV operates 24 television stations in 14 markets, two of
which are LMAs. The Company also owns approximately 20% of KXAS-
TV in Dallas, Texas and KNSD-TV in San Diego, California through
a joint venture with NBC, and is a 50% non-voting investor in
Banks Broadcasting, Inc., which owns KWCV-TV in Wichita, Kansas
and KNIN-TV in Boise, Idaho. Finally, LIN is a 1/3 owner of
WAND-TV, the ABC affiliate in Decatur, Illinois, which it
manages pursuant to a management services agreement. Financial
information and overviews of LIN TV's stations are available on
the Company's Web site at http://www.lintv.com

As previously reported in Troubled Company Reporter, Standard &
Poor's Ratings Services assigned its 'B' rating to LIN
Television Corporation's proposed $200 million senior
subordinated note issue due 2013.

In addition, Standard & Poor's assigned its 'B' rating to the
company's proposed $100 million exchangeable senior subordinated
note issue due 2033. Proceeds are expected to be used to
refinance existing debt. At the same time, Standard & Poor's
affirmed its 'BB-' corporate credit rating on LIN Television, an
operating subsidiary of LIN Holdings Corp. The outlook is
stable. The Providence, R.I.-based television owner and operator
had approximately $754.0 million of debt outstanding on
March 31, 2003.


LTV: Judge Bodoh Allows Copperweld to Hire Campbell & Levine
------------------------------------------------------------
The LTV Corporation and its debtor-affiliates currently are
winding down LTV's estate pursuant to the Winddown Order and are
reorganizing the Copperweld Debtors.  One of the most
significant economic issues to be resolved in connection with
the winddown plan is the distribution of LTV Steel's assets.

The Copperweld Debtors have asserted various claims to the LTV
Steel Assets relating to postpetition financing relationships
with LTV Steel that created superpriority claims and liens in
the Copperweld Debtors' favor arising from, among other things:

        (a) intercompany advances made to LTV Steel and other
            Debtors that were authorized by this Court in its
            December 29, 2000 Order Approving Cash Management
            Systems and Certain Intercompany Transactions With
            and Transfers to Affiliates; and

        (b) a $42,500,000 payment made by the Copperweld Debtors
            to the LTV Steel Corporation's DIP Lenders.

The Copperweld Debtors guaranteed and secured the debtor-in-
possession financing loans made to the LTV Steel Corporation
pursuant to this Court's final financing order dated March 20,
2001, and made the $42,500,000 payment to protect its assets
from foreclosure and sale.

The Copperweld Debtors are advised that the Noteholders'
Committee and the Administrative Claims' Committee, among
others, now dispute the Intercompany Claims of the Copperweld
Debtors, asserting claims of their own to the LTV Steel Assets.

By this application, the Copperweld Debtors seek the Court's
authority to employ Campbell & Levine LLC as bankruptcy counsel
nunc pro tunc to April 7, 2003.

Since the Petition Date, all of the Debtors in these
administratively consolidated cases have been very ably
represented by Jones, Day, Reavis & Pogue now known as Jones Day
for general bankruptcy matters, and Hennigan, Bennett & Dorman,
as special counsel.  However, given the significance of the
economic issues presented and the fact that those issues relate
specifically to the resolution of the Intercompany Claims, the
Copperweld Debtors believe that it is important that they have
independent counsel, accountable exclusively to them and
unencumbered by the complexities created by multiple
representations, to represent them from this point forward
regarding the Intercompany Claims and their claims against the
LTV Steel Assets.

Campbell & Levine is expected to:

       (a) analyze, negotiate, protect and process all matters
           related to the Intercompany Claims and the Copperweld
           Debtors' claims to the LTV Steel Assets;

       (b) prepare and file all necessary applications, orders,
           reports, adversary proceedings, responses, pleadings
           and documents related to the Intercompany Claims and
           the Copperweld Debtors' claims to the LTV Steel
           Assets;

       (c) represent the Copperweld Debtors at hearings and
           proceedings related to the Intercompany Claims and
           their claims to the LTV Steel Assets;

       (d) prosecute and defend all actions and proceedings by
           or against the Copperweld Debtors regarding the
           Intercompany Claims and their claims to the LTV Steel
           Assets; and

       (e) represent the Copperweld Debtors in such other
           matters where their existing counsel is conflicted or
           otherwise compromised and where existing counsel will
           represent the other Debtors.

Stanley E. Levine will have primary responsibility for the
engagement. Other C&L attorneys and paralegals will assist Mr.
Levine in rendering professional services for the Copperweld
Debtors.

Compensation will be payable to C&L on an hourly rate basis.
C&L will seek reimbursement of its actual, necessary costs and
expenses incurred on the Copperweld Debtors' behalf.

The firm's current standard hourly rates for the bankruptcy
attorneys and paralegals who are expected to render services on
this matter are:

            Stanley E. Levine              $350
            David B. Salzman                350
            Roger M. Bould                  290
            Paul J. Cordaro                 175
            Suzanne D. Schreiber            100
            Michele Kennedy                  95

These rates are set at a level designed to fairly compensate C&L
for the work of its attorneys and paralegals and to cover fixed
and routine overhead expenses.

Stanley E. Levine, a member of C&L, in Wilmington, Delaware,
avers to Judge Bodoh that neither he nor C&L represent or hold
any interest adverse to the Copperweld Debtors, and C&L is a
"disinterested person" as that phrase is defined in the
Bankruptcy Code.

However, Mr. Levine discloses that C&L does represent General
Electric Capital Corporation as local counsel in an adversary
proceeding brought by the trustee in the bankruptcy proceeding
styled "In re Foxineyer Corporation, et al.," which is pending
in the United States Bankruptcy Court for the District of
Delaware.

The Copperweld Debtors seek to engage C&L on a nunc pro tunc
basis because of their then-immediate need for independent
representation. Specifically, the Copperweld Debtors asked C&L
to participate in the negotiations that were scheduled in New
York City on April 7, 2003. These negotiations were intended to
determine whether there could be an amicable resolution to the
Intercompany Claims.  Because of the conflict of interest
between the Copperweld Debtors and the other Debtors, the
Copperweld Debtors believed that it was important to immediately
engage their own counsel.

                        *     *     *

Judge Bodoh quickly grants the Copperweld Debtors' request. (LTV
Bankruptcy News, Issue No. 49; Bankruptcy Creditors' Service,
Inc., 609/392-00900)


MARY KAY INC: Improved Results Prompt S&P to Raise Ratings to BB
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
and senior secured ratings on cosmetics firm Mary Kay Inc. to
'BB' from 'BB-' based on the company's improved operating
results.

The rating outlook on Dallas, Texas-based Mary Kay is stable.

Mary Kay's operating performance and financial profile have
shown significant improvement in the past few years due to both
growth in revenues and a reduction in debt. The company has
consistently increased the number of its active sales
consultants in the past few years, which has resulted in
continued revenue and operating profit growth. Furthermore,
productivity per consultant rose modestly in 2002 after
several years of declines, reflecting an improved product mix
and successful sales initiatives. Still, Mary Kay faces ongoing
competition for sales consultants from a number of direct
sellers.

The speculative-grade ratings on privately held Mary Kay reflect
its reliance on the mature and highly competitive U.S. cosmetics
market, as well as the industry risk of direct-sales
distribution. These factors are partially offset by the
company's solid position within the cosmetics industry and
improved operating performance.

"Mary Kay's above-average credit protection measures for the
rating category provide support for the rating despite the
company's below-average business risk profile resulting from the
direct-selling business model," said Standard & Poor's credit
analyst Lori Harris. "The company's credit measures continued to
improve during the 12 months ended March 31, 2003, and Standard
& Poor's expects credit ratios to remain at or near these levels
in the intermediate term. The rating incorporates the
expectation that near-term acquisitions will not be material."


MCSI INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Lead Debtor: MCSi, Inc.
             4751 Hempstead Station Drive
             Dayton, Ohio 45429

Bankruptcy Case No.: 03-80169

Debtor affiliates filing separate chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        MCSi Purchasing, LLC                       03-80170
        Audio Visual Associates, Inc.              03-80171
        Consolidated Media Systems, Inc.           03-80172
        Diversified Data Products, Inc.            03-80173
        Fairview-AFX, Inc.                         03-80174
        Midwest Visual Equipment Co., Inc.         03-80175
        Technical Industries, Inc.                 03-80176

Type of Business: Provider of Audio/Visual products and systems
                  integration services

Chapter 11 Petition Date: June 3, 2003

Court: District of Maryland (Baltimore)

Judge: James F. Schneider

Debtors' Counsel: Aryeh E. Stein, Esq.
                  Paul Nussbaum, Esq.
                  Martin T. Fletcher, Esq.
                  Dennis J. Shaffer, Esq.
                  Whiteford, Taylor & Preston L.L.P.
                  7 Saint Paul Street
                  Baltimore, Maryland 21202-1626
                  Telephone: 410-347-8700

Total Assets: $181,058,000

Total Debts: $155,590,000

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Sharp Electronics Corp.     Trade Debt              $1,878,115
Sharp Plaza
PO Box 650
Mahwah, NJ 07430

Hitachi America Limited     Trade Debt              $1,694,704
2000 Sierra Point Parkway
Brisbane, CA 94005-1835

NEC Solutions America       Trade Debt              $1,378,331
Visual Systems Division
15 Business Park Way
Sacramento, CA 95928

SGI                         Trade Debt                $959,865
3440 Preston Ridge Rd
Minneapolis, MN 55485

Synelec USA                 Trade Debt                $815,136
100 W. Forest Avenue,
Unite E
Englewood, NJ 07631

Smart Technologies, Inc.    Trade Debt                $652,599
1655 North Fort Myer Drive,
#1120
Arlington, VA 22209

Sanyo Fisher Company        Trade Debt                $649,519
21605 Plummer Street
Chatsworth, CA 91311

Extron Electronics          Trade Debt                $637,605
1230 S. Lewis Court
Anaheim, CA 92805

Epson America Inc.          Trade Debt                $604,113
Distribution center
3840 Kilroy Airport Way
Long Beach, CA 90806

Tandberg LLC                Trade Debt                $533,965
1860 Michael Faraday Drive,
#250
Reston, VA 20190

Draper Shade & Screen Co.   Trade Debt                $511,249
411 S. Pearl Street
Spiceland, IN 47385-0425

Sony Consumer               Trade Debt                $486,377
Sony Corporation of America
1200 North Arlington Hts. Rd.
Itasca, IL 60143-3179

PriceWaterhouse Coopers LLP Trade Debt                $458,851
PO Box 76547
Chicago, IL 60675-5647

Microware Radio Com         Trade Debt                $349,174
101 Billerica, Ave Bldg. 6
N. Billerica, MA 01862

Creston Electronics Inc.    Trade Debt                $305,697
15 Volvo Drive
Rockleigh, NJ 07647

Elias, Matz, Tiernan &      Trade Debt                $298,112
Herrick
The Walker Bldg.
734 15th St., NW 12th Floor
Washington, DC 20005

Hitachi Data Systems        Trade Debt                $294,317
750 Central Expressway
PO Box 54996
Santa Clara, CA 95056-0996

Eiki International Inc.     Trade Debt                $270,334
30251 Esperanza
Rancho Santa Margarita,
CA 92688

Andrews Electronics         Trade Debt                $259,093
25158 Avenue Stanford
Santa Clarita, CA 91355

AMX                         Trade Debt                $234,410

Triveni Digital             Trade Debt                $197,799

Anizter Inc.                Trade Debt                $193,544

Polycom, Inc.               Trade Debt                $181,169

Da-lite Screen Company      Trade Debt                $166,763

Shure Inc.                  Trade Debt                $130,709

Evertz                      Trade Debt                $119,419

Elmo Manufacturing Corp.    Trade Debt                $119,340

3M DSPD                     Trade Debt                $116,189

Middle Atlantic             Trade Debt                $111,901

Tektronix, Inc.             Trade Debt                 $80,189


MERRILL LYNCH: Fitch Puts 2 BB-/B Note Class Ratings Watch Neg.
---------------------------------------------------------------
Merrill Lynch Mortgage Investors, Inc.'s commercial mortgage
pass-through certificates, series 1996-C2, $62.6 million class F
(rated 'BB-') and $39.8 million class G (rated 'B-') are placed
on Rating Watch Negative by Fitch Ratings.

In addition, Fitch affirms the following classes: $16.0 million
class A-2, $343.8 million class A-3 and interest-only class IO
at 'AAA'; $68.3 million class B at 'AA+'; $62.6 million class C
at 'A+'; $56.9 million class D at 'BBB+'; and $28.5 million
class E at 'BBB'. Fitch does not rate the $29.1 million class H
certificates.

Classes F and G are being placed on Rating Watch Negative due to
interest shortfalls currently impacting those certificates. The
shortfalls are the result of appraisal reduction amounts, loan
modifications with reduced interest rates and the recent
reimbursement of servicing advances and expenses on specially
serviced loans, including the four Shilo Inn loans (4.4%).
Currently fourteen loans (9.2%) are with the special servicer,
CRIIMI MAE Services, LP. As of the May 2003 distribution date,
the pool's certificate balance has been reduced by 38% to $707.6
million from $1.14 billion at issuance.

The Shilo borrower resumed making debt service payments in April
2003. However, in May 2003, Wachovia Securities, the master
servicer, retained all payments remitted on the Shilo loans in
this transaction as repayment of a portion of their outstanding
servicing advances, thus contributing to the interest shortfall
on the G and F class certificates. Fitch will continue to
monitor this transaction for any developments.


MIRANT CORP: Fitch Hatchets Ratings Following Exchange Offer
------------------------------------------------------------
Fitch Ratings lowered the ratings of Mirant Corp. as follows:
senior notes and convertible senior notes to 'B-' from 'B+',
convertible trust preferred securities to 'CCC+' from 'B-'.
Ratings of Mirant affiliates Mirant Americas Generation, Inc.
and Mirant Mid-Atlantic, LLC were also lowered as follows: MAGI
senior notes and senior bank credit facility to 'B-' from 'B+';
and MIRMA pass-through certificates series A, B, and C to 'B'
from 'BB'. The Rating Watch for all entities remains Negative.

The rating actions reflect the likely subordination of most
unsecured bond with the exchange offer announced on June 3,
should the offer be successfully completed. The exchange offer
affects the $750 million convertible debentures puttable in
2004, and $200 million 7.4% senior notes due in 2004 at Mirant
Corp. and $500 million senior notes due in 2006 at MAGI. At the
same time, the exchange offer requires agreement on a
restructuring of bank facilities, to replace existing facilities
at Mirant Corp. and MAGI with a total of $3.15 billion in
facilities at Mirant Corp. and a total of $300 million at MAGI.
A waiver has been granted on existing facilities until
July 14, 2003.

Despite the explicit linkage between the Exchange Offer for
MIR's debt announced yesterday and a request for approval of a
prepackage bankruptcy in the event the exchange offer is not
successful, Fitch does not regard the Exchange Offer as tabled
as a distressed debt exchange. The key criteria for a DDE
include a loss of principal or other material forgiveness
required of the solicited creditors. In the current case,
solicited creditors are being offered collateral not previously
pledged to them, albeit with an extended maturity and nominal
increase in coupon.

Fitch has downgraded the debt ratings of MAGI and MIRMA due to
the strong business interdependency among MIR, affiliate Mirant
Americas Energy Marketing, MIRMA and MAGI. These ties are so
strong that Fitch views MAGI and MIR as having the same credit
and thus the same senior unsecured debt ratings. MIRMA's pass
through certificates benefit from structural features such as a
strong collateral package and relative low individual debt
leverage, resulting in a rating that is one notch above that of
its direct parent MAGI and ultimate parent MIR.

                    Proposed Exchange Offer

The proposed exchange offer for MIR bondholders requires the
approval of 85% (by aggregate principal amount) to be
implemented, but is additionally contingent upon successful
renegotiation of bank facilities at Mirant Corp. and MAGI. The
credit facilities in turn require the agreement of 100% of the
bank groups.

At the same time as proposing an exchange of existing Mirant
Corp. debt, Mirant has requested that affected creditors vote on
a 'pre-packaged' bankruptcy proposal for Mirant (but not for
MAGI), which would largely reflect the terms of the Exchange
Offer. The 'pre-packaged' bankruptcy proposal would only require
two-thirds by aggregate principal amount and more than 50% by
number of solicited creditors, in both cases, of those who vote.
Only creditors in the instruments addressed in the Exchange
Offer will be solicited.

The incentives are high for the exchange offer to be accepted.
Mirant has acknowledged the profound impact which a Chapter 11
(or, should the prepackaged route fail, potentially a Chapter 7)
filing would have on its operational cash flows. Specifically
the risks include: further reduction in access to counterparty
credit, the potential for an estimated $600 million in
additional trading collateral to be called, and the possibility
that significant portions of the group's favorable trading
exposures may be terminated under the contractual terms of those
transactions. These issues would arise even if the Exchange
Offer were to fail but the 'pre-packaged' bankruptcy route were
approved.

Economically, existing bondholders consulted in the exchange
offer would benefit from collateral. Those bonds in the exchange
offer are currently unsecured, though other existing unsecured
bonds would remain unsecured after a successful acceptance of
the Exchange Offer, and thus suffer additional subordination.
The maturity of the replacement notes would extend to 2008,
although the coupon would be raised marginally to 7.5% (the
existing 2008 notes have a coupon of 7.4%). The position of the
holders of the convertible securities will be enhanced through
the receipt of collateral, but lose the conversion and put
features available currently.

Bank lenders, the near-term maturity of whose facilities has
forced the issue of a restructuring, have been reluctant to
share collateral with the bondholders identified in the exchange
offer. In particular, bank lenders to MAGI are reluctant to give
up the current structural preference relative to assets within
MAGI that they enjoy, relative to creditors elsewhere in the
Mirant group. Failure to agree on a refinancing of the
facilities, however, is almost certain to lead to a bankruptcy
filing of some sort, under which scenario the position of the
bank group would likely be further impaired. The new bank
facilities proposed by Mirant would have a longer maturity (five
years), but would be subject to an earlier maturity and
mandatory repayment date if the exchange offer did not meet with
85% acceptance. The proposed interest rate on drawings under the
term loan and revolvers is LIBOR plus 400 bps, stepping up to
450 bps in the absence of commitment reductions later in the
facility.

Based on the above, Fitch believes it likely that the current
exchange offer will be approved, and that there is a reasonable
but not overwhelming likelihood that the bank refinancing upon
which the exchange offer is contingent will also be approved.
Successful completion of both would lead to increased
subordination of remaining unsecured bondholders within the
group, and could lead to the ratings of those obligations
possibly being further downgraded. Fitch will review the rating
level of any new securities that arise following a successful
exchange following a review of the collateral package and
recovery likelihood.

Should the exchange offer or bank refinancing fail, it is likely
that a bankruptcy filing will see the ratings of all obligations
in the Mirant group lowered to the 'D' category.

DebtTraders reports Mirant Corp.'s 7.900% bonds due 2009
(MIR09USA1) are trading at about 52 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=MIR09USA1for
real-time bond pricing.


MIRANT: TIERS Certificates Trust Ser. 2001-14 Rating Cut to CCC
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on TIERS
Fixed Rate Certificates Trust Series 2001-14 (TIERS 2001-14) and
revised its CreditWatch status to CreditWatch with developing
implications from CreditWatch with negative implications, where
it was placed April 22, 2003.

The lowered rating follows the lowering of Mirant Corp.'s long-
term corporate credit and senior unsecured debt ratings June 3,
2003.

TIERS 2001-14 is weak-linked to the rating on its underlying
collateral, Mirant Corp.'s senior unsecured debt. The lowered
rating on TIERS 2001-14 reflects the credit quality of the
underlying securities issued by Mirant Corp.

           RATING LOWERED; ON CREDITWATCH DEVELOPING

      TIERS Fixed Rate Certificates Trust Series 2001-14
    $400 million fixed-rate trust certs series MIR 2001-14

                            Rating
                   To                  From
        Certs      CCC/Watch Dev       B/Watch Neg


MORTON HOLDINGS: Plan Confirmation Hearing Set for June 23, 2003
----------------------------------------------------------------
On March 31, 2003, the U.S. Bankruptcy Court for the District of
Delaware approved the Disclosure Statement prepared by Morton
Holdings, LLC and its debtor-affiliates to explain their Plan of
Liquidation.  The Court found that the Disclosure Statement
contains adequate information, as required by Sec. 1125 of the
Bankruptcy Code, and provides the right kind of information
needed for creditors to vote whether to accept or reject the
Plan.

The Honorable Peter J. Walsh will convene a hearing to consider
whether to confirm the Debtors' Plan on June 23, 2003, at 11:00
a.m. in Wilmington.

Confirmation objections, if any, must be received by the Clerk
of the Bankruptcy Court on or before June 16, 2003, and copies
must be served on:

        1. Counsel for the Debtors
           Jenner & Block, LLC
           One IBM Plaza
           Chicago, IL 60611
           Attn: John P. Sieger, Esq.

                -and-

           Saul Ewing, LLP
           222 Delaware Avenue
           Wilmington, Delaware 19899-1266

        2. Counsel for the Official Committee of Unsecured
            Creditors
           Klehr, Harrison, Harvey, Branzburg & Ellers, LLP
           457 Haddonfield Road
           Suite 510
           Cherry Hill, NJ 08002
           Attn: Carol Ann Slocum

        3. Office of the United States Trustee
           844 King Street
           Suite 2313
           Wilmington, DE 19801
           Attn: David Buchbinder

Morton Holdings, LLC and its debtor-affiliates are in the
contract manufacturing business, specifically in connection with
highly-engineered plastic components and sub-assemblies for
industrial, agricultural and recreational vehicle original
equipment manufacturers.  The Company filed for chapter 11
protection on November 1, 2002 (Bankr. Del. Case No. 02-13224).
Jeremy W. Ryan, Esq., and Norman L. Pernick, Esq., at Saul Ewing
LLP represents the Debtors in their liquidating efforts.  When
the Company filed for protection from its creditors, it listed
estimated debts and assets of over $10 million each.


MTS INC: S&P Ratings Dive to D Following Missed Interest Payment
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on music retailer MTS Inc., to 'D' from 'CCC+'.

At the same time, Standard & Poor's lowered its ratings on the
company's $100 million subordinated notes due in 2005 to 'D'
from 'CCC-'. The company had $184 million of funded debt as of
Jan. 31, 2003.

"The downgrades are the result of the company's failure to remit
the interest payment on the subordinated notes on May 1, 2003,"
stated Standard & Poor's credit analyst Diane Shand.

The default under the subordinated notes indenture triggers the
cross-default provisions of the company's credit facility and
term loan.

MTS', as well as other music retailers', profitability has
suffered in recent years due to increased competition from
discount stores and industrywide declines in music sales.


NATIONSRENT INC: Plan Filing Exclusivity Extended Until June 30
---------------------------------------------------------------
In view of the confirmation of NationsRent Inc., and its
debtor-affiliates' reorganization plan, Judge Walsh limits the
extension of the Debtors' Exclusive Plan Filing Period through
and including June 30, 2003 and their Exclusive Solicitation
Period through and including August 29, 2003.

The Debtors earlier requested a four-month extension, through
and including August 15, 2003 for the Exclusive Plan Filing
Period and through and including October 17, 2003 for their
Exclusive Solicitation Period. (NationsRent Bankruptcy News,
Issue No. 32; Bankruptcy Creditors' Service, Inc., 609/392-0900)


NEXMED: Nasdaq Delisting Appeal Hearing Slated for July 10, 2003
----------------------------------------------------------------
NexMed, Inc. (Nasdaq: NEXM), a developer of innovative
transdermal products based on its proprietary NexACT(R) drug
delivery technology, announced that the results from a
pharmacokinetic study further support the safety of NexACT
permeation enhancers in the development of transdermal products.
In the double-blind, single dose study, 20 patients with varying
degrees of erectile dysfunction, were randomized to receive a
single dose of placebo or one of three different doses of
Alprox-TD. Post-dose blood sampling indicate that the patients'
plasma levels of alprostadil, which is the active drug in
Alprox-TD, and its metabolites, and the NexACT enhancers, were
extremely low (in the sub-nanogram range) or undetectable.

Dr. James Yeager, NexMed's Senior Vice-President for Scientific
Affairs, said, "The PK study results indicate a very low
systemic absorption or a rapid metabolism, or both, of
alprostadil and the NexACT enhancer. This data further support
the safety of our NexACT technology and NexACT-based products
under development."

NexMed also announced that it has been granted a hearing with
the Nasdaq Listing Qualification Panel on Thursday, July 10,
2003 concerning its possible delisting from the Nasdaq National
Market System. NexMed's stock will continue to trade on the
National Market pending the final decision by Nasdaq, which is
expected within 2-3 weeks after the completion of the formal
hearing. In the event that NexMed is unable to successfully
appeal the delisting from Nasdaq National Market, NexMed intends
to pursue a listing on the Nasdaq SmallCap Market, assuming it
is able to fulfill the various listing requirements. As
announced on May 23, NexMed received a notice from Nasdaq
indicating that it did not comply with the minimum $10 million
stockholders' equity requirement for continued listing set forth
in Marketplace Rule 4450(a)(3).

NexMed also announced that its registration statement on Form S-
3 filed with the SEC (the "Statement") has been declared
effective. The Statement covers 13,190,422 shares of the
Company's common stock, par value $.001 per share, registered on
behalf of existing holders of preferred stock, convertible
notes, common stock and warrants.

NexMed, Inc., is an emerging pharmaceutical and medical
technology company, with a product development pipeline of
innovative topical drug treatments based on the NexACT(R)
transdermal delivery technology. Its lead NexACT(R) product
under development is the Alprox-TD(R) cream treatment for
erectile dysfunction. The Company is also working with various
pharmaceutical companies to explore the incorporation of
NexACT(R) into their existing drugs as a means of developing new
patient-friendly transdermal products and extending patent
lifespans and brand equity.

                          *    *    *

                   Going Concern Uncertainty

In the Company's Form 10-K filed on March 31, 2003, the Company
reported:

"OUR INDEPENDENT ACCOUNTANTS HAVE DOUBT AS TO OUR ABILITY TO
CONTINUE AS A GOING CONCERN FOR A REASONABLE PERIOD OF TIME.

"As a result of our losses to date, working capital deficiency
and accumulated deficit, our independent accountants have
concluded that there is substantial doubt as to our ability to
continue as a going concern for a reasonable period of time, and
have modified their report in the form of an explanatory
paragraph describing the events that have given rise to this
uncertainty. Our continuation is based on our ability to
generate or obtain sufficient cash to meet our obligations on a
timely basis and ultimately to attain profitable operations. Our
independent auditors' going concern qualification may make it
more difficult for us to obtain additional funding to meet our
obligations. We anticipate that we will continue to incur
significant losses until successful commercialization of one or
more of our products, and we may never operate profitably in the
future.

"WE WILL NEED SIGNIFICANT FUNDING TO COMPLETE OUR RESEARCH AND
DEVELOPMENT EFFORTS.

"Our research and development expenses for the years ended
December 31, 2002, 2001, and 2000 were $21,615,787, $12,456,384,
and $6,892,283, respectively. Since January 1, 1994, when we
repositioned ourselves as a medical and pharmaceutical
technology company, we have spent $50,695,348 on research and
development. We anticipate that our expenses for research and
development will not increase in 2003. Given our current lack of
cash reserves, we will not be able to advance the development of
our products unless we raise additional cash reserves through
financing from the sale of our securities and/or through
partnering agreements. If we are successful in entering
partnering agreements for our products under development, we
will receive milestone payments, which will offset some of our
research and development expenses.

"As indicated above, our anticipated cash requirements for
Alprox-TD(R) through the NDA filing in the first half of 2004,
will be approximately $15 million. Completion of the open label
study is not a prerequisite for our NDA filing. We may not be
able to arrange for the financing of that amount, and if
we are not successful in entering enter into a licensing
agreement for Alprox-TD(R), we may be required to discontinue
the development of Alprox-TD(R).

"We will also need significant funding to pursue our product
development plans. In general, our products under development
will require significant time-consuming and costly research and
development, clinical testing, regulatory approval and
significant additional investment prior to their
commercialization. The research and development activities we
conduct may not be successful; our products under development
may not prove to be safe and effective; our clinical development
work may not be completed; and the anticipated products may not
be commercially viable or successfully marketed. Commercial
sales of our products cannot begin until we receive final FDA
approval. The earliest time for such final approval of the first
product which may be approved, Alprox-TD(R), is sometime in
early 2005. We intend to focus our current development efforts
on the Alprox-TD(R) cream treatment, which is in the late
clinical development stage."


NORTEL NETWORKS: Providing Telecomms. System to Bluepoint Corp.
---------------------------------------------------------------
Bluepoint Corporation Ltd has deployed an advanced
telecommunications system from Nortel Networks (NYSE:NT)(TSX:NT)
that supports current business operations while positioning
Bluepoint to implement the latest converged voice and data
technology at its own pace. The deployment was completed in
conjunction with Kingston Communications, a Nortel Networks
'channel partner.'

Bluepoint, a leading UK computer hardware distributor that had a
turnover of over GBP17m per annum in 2002, selected Kingston
Communications to deploy Nortel Networks technology to provide a
'state-of-the-art' infrastructure for its new GBP1.5million
headquarters in Milton Keynes. Moving to the new building gave
Bluepoint the opportunity to create an ideal environment for its
operations - including an upgrade of its technological
capabilities - to help drive improved efficiency, enhanced
customer service and reduced costs.

Kingston Communications worked closely with Bluepoint to
implement a high-performance, high-speed internal IP (Internet
Protocol) network capable of carrying both voice and data
traffic. At the core of Kingston Communications' IP
infrastructure solution is Nortel Networks Business
Communications Manager, which is designed to address the needs
of small- to medium-sized enterprises. This is one of Kingston's
first implementations based around BCM, which supports advanced
functionality like unified messaging, multimedia call centre and
wireless mobility.

"As a business, it's important to practice what you preach,"
said Sarfaraz Manji, technical director, Bluepoint Corporation
Ltd. "Therefore, as a computer hardware distributor, we wanted
to be able to communicate and interact with our customers using
the latest technology available. Not only would this help us
improve support and service, it would also allow us to
consolidate our systems and reduce cost."

"Kingston Communications helped us to implement a complete,
'future-proof' infrastructure that is tailored to support our IP
based strategy for the future. We chose Kingston to do this
because it is one of only a handful of telecoms system
integrators with the portfolio of products and services and the
expertise required to complete such a project," Sarfaraz said.

BCM enables Bluepoint to use standard telephones, then gradually
roll out IP telephony in a phased approach in order to
streamline telecoms expenditures. BCM ties in seamlessly with
Bluepoint's cordless phones to ensure that staff are reachable
whether at their desks or in the warehouse. Nortel Networks call
centre software can route calls according to the availability
and skills of Bluepoint's staff.

In addition, Kingston is providing Bluepoint with high-speed
Internet connectivity via leased line, 0870 number services to
improve the effectiveness of its marketing campaigns, and its
managed telephony and contact centre solutions.

"Bluepoint is one of the fastest growing companies in its sector
and has built a solid reputation for customer service
excellence," said Jon Bailey, regional manager (South Midlands)
at Kingston Communications. "Choosing to implement an advanced
IP-based telecoms infrastructure demonstrates its commitment to
go the extra mile and constantly look at ways in which it can
enhance what is already an excellent offering."

The system will also enable Bluepoint to implement additional
services - like Web site call back functionality - as part of an
ongoing strategy to enhance customer support. The company is
also planning to trial a Virtual Private Network, which would
enable staff to work from home as part of a flexible working
practice.

"Business Communications Manager is feature-rich and cost-
effective, and directly addresses the converging needs of small
and mid-tier enterprises like Bluepoint," said James Sanderson,
marketing manager, Nortel Networks EMEA (Europe, Middle East,
Africa). "It is a key component of our Succession IP telephony
strategy, sharing a common look and feel with applications and
handsets across the portfolio. BCM allows growing enterprises to
evolve their networks, rather than having to continually replace
existing infrastructure or deploy new hardware and servers."

Business Communications Manager is an important element of
Nortel Networks 'One network. A world of choice.' enterprise
vision. This vision is centered around a commitment to
increasing user productivity and driving lower networking costs
through application delivery and convergence, user mobility,
infrastructure security, and network resilience. Eliminating the
boundaries between services, users and locations while
delivering a consistent user experience no matter where and how
the network is accessed, BCM offers a new level of customer and
'partner' engagement, bringing businesses the power of choice in
deployment options.

Bluepoint is a leading UK distributor of computer products,
including components, peripherals, systems and notebooks. As
well as being ranked in the Top 20 fastest growing private
companies in the UK (Virgin Fast Track - 1997), Bluepoint has
also achieved UK runner up status for "Efficient Use of
Information Technology" - Arthur Anderson Group, and UK runner
up for Best "Large" Supplier to the Education Sector (2001 &
2002). Visit http://www.bluepoint.netfor more information on
the Company.

Kingston Communications -- http://www.kcom.com-- is an
established UK communications company. The Group's national
business-to-business capabilities encompass the provision of
fully integrated and managed network solutions, complemented by
the delivery of voice, data and call handling services in the
towns and cities served by the Kingston Communications network.
This infrastructure comprises twenty-five metropolitan fibre
networks and a long distance broadband network, which was
initiated for service in May 2001. Kingston's new media
activities include the DSL-based interactive television service,
KIT, and satellite broadband content, storage and distribution
arm, Kingston inmedia. The Group's East Yorkshire network
operation has served business and residential customers since
1904.

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

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

Outlook is negative.

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

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


NRG ENERGY: Plan's Treatment of Executory Contracts and Leases
--------------------------------------------------------------
According to Scott J. Davido, Senior Vice President and General
Counsel of NRG Energy, Inc, the Debtors' Chapter 11 Plan
provides for:

A. Assumption, Assignment or Rejection of Executory Contracts
    and Unexpired Leases

    Pursuant to Sections 365(a) and 1123(b)(2) of the Bankruptcy
    Code, all executory contracts and unexpired leases that
    exist between the Debtors and any Person or Governmental
    Entity will be deemed assumed by the Debtors as of the
    Effective Date, except that any executory contract or
    unexpired lease will be deemed rejected by the Debtors as of
    the Effective Date:

    (a) that has been rejected pursuant to a Final Order entered
        prior to the Confirmation Date,

    (b) as to which a motion for approval of the rejection of
        the executory contract has been filed and served prior
        to the Confirmation Date that results in a Final Order,
        or

    (c) that is set forth in Exhibit A to the Plan Supplement;
        provided, however, that the Debtors reserve the right,
        on or prior to the conclusion of the confirmation
        hearing, to amend the Plan Supplement so as to delete
        any executory contract or unexpired lease therefrom or
        add any executory contract or unexpired lease thereto,
        in which event the executory contracts or unexpired
        lease will be deemed to be assumed by the Debtors or
        rejected, as the case may be, as of the Effective Date.

    In the event that the counter party opposes the proposed
    amendment, the Debtors will make all reasonable efforts to
    provide the counterpart, a reasonable opportunity under the
    circumstances to object prior to the Confirmation Date and,
    to the extent that the counterpart, had the right to vote on
    the Plan, or became entitled to vote on the Plan as a result
    of any amendments to the Plan, to provide the counterpart, a
    reasonable time to cast a Ballot to accept or reject the
    Plan, or to amend its Ballot.

B. Assumption and Assignment of Executory Contracts and
    Unexpired Leases

    Pursuant to Section 365(1) and 1123(b)(2) of the Bankruptcy
    Code, all executory contracts and unexpired leases specified
    in Exhibit B to the Plan Supplement will be deemed assumed
    and assigned by the Debtors on the Effective Date to those
    entities as set forth on the schedules.  The Debtors reserve
    the right, on or prior to the conclusion of the Confirmation
    Hearing, to amend the Plan Supplement so as to delete any
    executory contract or unexpired lease therefrom or add any
    executory contract or unexpired lease thereto.

C. Schedules of Rejected Executory  Contracts and Unexpired
    Leases; Inclusiveness.

    Each executory contract and unexpired lease listed or to be
    listed in the Plan Supplement will include:

    (1) modifications, amendments, supplements, restatements or
        other similar agreements made directly or indirectly by
        any agreement instrument, or other document that in any
        manner affects the executory contract or unexpired
        lease, without regard to whether the agreement,
        instrument or other document is listed in the Plan
        Supplement, and

    (2) executory contracts or unexpired leases appurtenant to
        the premises listed in the Plan Supplement, including
        all easements, licenses, permits, rights, privileges,
        immunities, options, rights of first refusal, powers,
        uses, usufructs, reciprocal easement agreements or
        vault, tunnel or bridge agreements, and any other
        interests in real estate or rights in on, relating to
        the premises to the extent any of the foregoing are
        executory contracts or unexpired leases, unless any of
        the foregoing agreements previously have been assumed or
        assumed and assigned by the Debtors.

D. Approval of Assumption, Assumption and Assignment or
    Rejection of Executory Contracts and Unexpired Leases

    Entry of the Confirmation Order will constitute:

    (a) the approval of the assumption of the executory
        contracts and unexpired leases assumed pursuant to
        Section 7.1(a) of the Plan,

    (b) the extension of time within which the Debtors my
        assume, assume and assign or reject the unexpired leases
        of non-residential property specified in Section 7.1 (a)
        through the date of entry of the Confirmation Order,

    (c) approval of the assignment of the executory contracts
        and unexpired leases assigned pursuant to Section 7.1(6)
        and Article VII hereof, and

    (d) the approval of the rejection of the executory contracts
        and unexpired leases rejected pursuant to Section 7.1
        (a) hereof.

E. Cure of Defaults

    Within 30 days after the Effective Date, the Debtors will
    cure my and all undisputed defaults under my executory
    contract or unexpired lease assumed, or assumed and
    assigned, by the Debtors.  All disputed defaults that are
    required to be cured will be cured either within 30 days of
    the entry of a Final Order determining the amount, if any,
    of the Debtors' liability with respect thereto, or as may
    otherwise be agreed to by the parties.

F. Bar Date for Filing Proofs of Claim Relating to Executory
    Contracts and Unexpired Leases Rejected Pursuant to the Plan

    Claims arising out of the rejection of an executory contract
    or unexpired lease must be properly filed in the Chapter 11
    Case and served upon the Debtors no later than the later of
    the Bar Date or the date specified in the order of the
    Bankruptcy Court approving the rejection of the executory
    contract or unexpired lease.   All the Claims not filed
    within that time will be forever barred from assertion
    against the Debtors, its Estates and its property.

G. Retiree Benefits

    Payments, if any, due to any Person for the purpose of
    providing or reimbursing payments for retired employees and
    their spouses and dependents for medical, surgical or
    hospital care benefits, or benefits in the event of
    sickness, accident, disability or death under any plan, fund
    or program maintained or established in whole or in part by
    the Debtors prior to the Petition Date will be continued for
    the duration of the period the Debtors have obligated
    themselves to provide the benefits. (NRG Energy Bankruptcy
    News, Issue No. 3; Bankruptcy Creditors' Service, Inc.,
    609/392-0900)


ODETICS INC: March 31 Balance Sheet Upside-Down by $4 Million
-------------------------------------------------------------
For its fourth quarter ended March 31, 2003, Odetics Inc.
(Nasdaq:ODETA) reported a loss from continuing operations of
$2,168,000, compared with income from continuing operations of
$36,000 reported for the fourth quarter of the previous fiscal
year.

The loss for the fourth quarters of fiscal 2003 and 2002
includes $826,000 and $1,485,000, respectively, in non-cash
charges related to the minority interest in Odetics' majority-
owned subsidiary, Iteris Inc.

Odetics reported an operating loss from continued operations of
$1,066,000 in the fourth quarter ended March 31, 2003, compared
with operating income of $855,000 in the fourth quarter of the
previous fiscal year.

For the quarter ended March 31, 2003, Odetics' net sales and
contract revenues of $12,062,000 increased 1.6%, compared with
net sales and contract revenues of $11,877,000 in the quarter
ended March 31, 2002.

The results announced reflect the completion of a reorganization
to focus Odetics in the areas of industrial and commercial
security, and systems and sensors for the Intelligent
Transportations Systems industry. Results from continuing
operations for the fiscal periods ended March 31, 2003 and 2002
include only the business of Iteris and MAXxess.

During the fourth quarter the company discontinued its Odetics
Broadcast business and does not plan to develop or sell new
systems into this market. The company plans to continue to
provide service and support of existing Odetics Broadcast
customers through the remainder of their service obligations.

The impact of these changes was to reduce headcount for this
business unit to a nominal support staff of service technicians
located principally in Austin, Texas. The company expects that
these remaining Broadcast business operations will produce
break-even operating results during the service period, which
will be included within discontinued operations.

In March 2003, the company announced that it would sell Odetics'
wholly owned subsidiary, Zyfer Inc. In May 2003, the company
completed the sale of Zyfer to Frequency Electronics Inc. for a
price of $2.3 million cash payable at closing, plus future
incentive cash payments of up to $1 million in each of the two
years ended April 30, 2003 and 2004, based on the revenues
generated by the sale of Zyfer products or the license of its
technologies.

Zyfer continues to be located at Odetics' primary facilities in
Anaheim, under a two-year sublease.

At March 31, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $4 million.

Commenting on the restructuring, Greg Miner, CEO, stated, "With
these changes we have moved dramatically closer to having the
Odetics business aligned with the ITS and Security markets --
which we believe provide the best opportunity for sustained
business growth.

"Furthermore, the changes to the economic model lower our break-
even model by providing an opportunity for wider gross profit
performance on an overall lower cost structure. We are
continuing to engage in discussions to modify other significant
contractual relationships which we believe, if successful, will
further enhance the ability of Odetics to return to
profitability and positive cash flow."

Fiscal 2003 was a stellar year for Iteris. The company attained
overall top line growth of 11% during Fiscal 2003, compared with
Fiscal 2002, in line with its expectations and the markets for
Vantage Detection Systems and Traffic Systems and Services
remained strong in an otherwise difficult business climate.

Odetics products address the management needs of the
transportation and security industries. Odetics is a market
leader for video-based sensors used for surface transportation
and is a developer of integrated systems for facility security
and trace detection of dangerous chemicals and explosives.

Odetics has headquarters in Anaheim. Visit
http://www.odetics.comfor more information on the Company.


OMNICARE: S&P Assigns Low-B Ratings to Sr. Notes & Trust PIERS
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB-' rating to
Omnicare Inc.'s $500 million unsecured revolving credit facility
due 2007 and its $250 million senior unsecured term loan due
2007. Standard & Poor's also assigned a 'BB+' rating to the
company's $250 million senior subordinated notes due 2013, and a
'BB' rating to the company's $250 million convertible trust
preferred income equity redeemable securities (Trust PIERS) due
2033. Both the senior subordinated notes and the Trust PIERS
are shelf drawdowns.

At the same time, Standard & Poor's affirmed the 'BBB-'
corporate credit rating on Omnicare, an institutional pharmacy
chain. The ratings are removed from CreditWatch, where they were
originally placed after Omnicare announced that it would acquire
rival institutional pharmacy provider NCS Healthcare Inc.

The proceeds of these issues and new equity issuance will be
used to repay outstanding debt, including outstanding
convertible debt. About $475 million of debt being repaid was
bridge financing to complete the 2003 NCS transaction. The
outlook is stable.

"The low investment-grade ratings on Omnicare Inc. reflect the
company's growing market position, with a strong presence in
diverse regional markets, and its ability to aggressively expand
while retaining credit protection measures consistent with the
rating category," said Standard & Poor's credit analyst David
Peknay.

Covington, Kentucky-based Omnicare is a comprehensive provider
of pharmacy services for nursing homes. It has used a strategy
of aggressive acquisitions to rapidly expand its institutional
pharmacy business to about 935,000 beds serviced from 637,000 in
2000. The company, which is now more than three times bigger
than the next-largest industry competitor, derives certain
benefits from its dominant industry presence, including
increased purchasing power and operating efficiencies. The
company's extensive clinical and information services further
differentiate it from competitors.


ORION REFINING: Signs-Up Jones Walker Special Louisiana Counsel
---------------------------------------------------------------
Orion Refining Corporation seeks permission from the U.S.
Bankruptcy Court for the District of Delaware to employ and
retain Jones, Walker, Waechter, Poitevent, Carrere & Denegre LLP
as Special Louisiana and Business Law Counsel.

While the Company pursues its restructuring, Jones Walker will:

     a) advise and represent the Debtor in connection with
        matters arising under or related to Louisiana law;

     b) advise and represent the Debtor (along with other Court-
        approved professionals) in connection with general
        corporate, business and tax matters;

     c) advise and represent the Debtor in connection with
        customer and vendor supply agreements, arrangements and
        programs related financing activities and extensions of
        secured and unsecured loans and trade credit;

     d) advise and represent the Debtor in connection with
        matters pertaining to insurance issues;

     e) advise and represent the Debtor in connection with
        local, state and federal laws and regulations relating
        to the protection of the environment and human health
        and regulations related to the Debtor's business
        operations; and

     f) advise and represent the Debtor in matters pertaining to
        all aspects of employment law and related matters,
        including employment practices and policies, employee
        termination and discipline, equal employment, non-
        competition and other business protection issues, and
        employee benefit plans, programs and arrangements
        sponsored by the Debtor.

The Debtor believes that the services it expects Jones Walker to
render are necessary to enable it to execute faithfully its
duties as a debtor in possession. The Debtor believes that Jones
Walker is qualified to represent its interests and the interests
of its estate in connection with these issues. Along with other
professionals, Jones Walker has represented the Debtor in
numerous matters since 1999, including general corporate,
financing, labor, employment, litigation and environmental law
issues. Therefore, is intimately familiar with the Debtor's
operations.

The Debtor has retained the law firm of Morris, Nichols, Arsht &
Tunnell to act as general bankruptcy counsel.  The Debtor
assures the Court that Jones Walker will coordinate its efforts
carefully with the Other Professionals and the Debtor intends to
delineate the duties of its professionals so as to prevent any
needless duplication of effort.

R. Lewis McHenry discloses that Jones Walker's hourly rates for
works of this nature are:

          Partners                $330 to $230 per hour
          Associates              $220 to $135 per hour
          Paraprofessionals       $110 to $ 95 per hour

Orion Refining Corporation filed for chapter 11 protection on
May 13, 2003 (Bankr. Del. Case No. 03-11483).  Robert J. Dehney,
Esq., at Morris, Nichols, Arsht & Tunnel, represents the Debtor
in its restructuring efforts.  When the Company filed for
protection from its creditors, it listed estimated debts and
assets of more than $100 million each.


OWENS CORNING: Ardsley Advisory Discloses 8.50% Equity Stake
------------------------------------------------------------
Ardsley Advisory Partners, Ardsley Partners I, and Philip J.
Hempleman, with respect to common shares owned by Ardsley
Offshore Fund, Ardsley Partners Fund II, Ardsley Partners
Institutional Fund and Advantage Advisers August Fund, discloses
in a Securities and Exchange Commission filing dated May 19,
2003 that they have shared voting and dispositive power of
4,700,000 shares or 8.5% of the Owens Corning Common Stock
believed to be outstanding.

Ardsley Offshore Fund Ltd. has shared voting and dispositive
power of 1,750,000 shares representing 3.2% of Owens Corning
common stock.  In addition, Ardsley Partners Fund II L.P. also
has shared voting and dispositive power on 1,425,000 shares
representing 2.6% of Owens Corning Common stock.  Ardsley
Partners Institutional Fund L.P. holds shared voting and
dispositive power on 775,000 shares representing 1.4% of Owens
Corning Common stock.  Finally, Advantage Advisers Augusta Fund
LLC holds shared voting and dispositive power on 650,000 shares
representing 1.2% of Owens Corning common stock. (Owens Corning
Bankruptcy News, Issue No. 52; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


OXFORD AUTOMOTIVE: Secures $15-Million Financing from W.P. Carey
----------------------------------------------------------------
Investment firm W. P. Carey & Co. LLC (NYSE: WPC) has provided
Troy, MI-based Oxford Automotive, Inc., a leading full-service
automotive supplier of specialized metal-formed assemblies and
related services, with approximately $15 million in build-to-
suit financing.

Construction of the new, state-of-the-art manufacturing facility
in McCalla, AL is underway. The facility will be used primarily
for the manufacture of components for Mercedes-Benz, which
operates a facility in nearby Tuscaloosa, AL.

The 50-acre site, in the Jefferson Metro Industrial Park, is
ideally located close to the company's automotive Original
Equipment Manufacturer customers and the newly developing
Southern automotive corridor. The 397,000 square foot integrated
stamping, welding and assembly facility, when fully operational,
will employ approximately 300 people and manufacture finished
assemblies and underbody stampings for Oxford's OEM customers in
the region. It will be leased under a 20-year triple net lease.

The facility was purchased on behalf of Corporate Property
Associates 15 Incorporated (CPA(R):15) a member of the $5
billion W. P. Carey Group of income generating, publicly held
non-traded real estate investment trusts.

"As a leading supplier to the automotive industry with a strong
management team, Oxford Automotive is the type of company with
which we look to enter into long-term partnerships," said Anne
R. Coolidge, Managing Director at W. P. Carey. "This transaction
will enable them to build a brand new facility to better serve
their clients and will help them to run their company more
efficiently."

John Potter, Oxford Automotive President and CEO said, "The
construction of this new facility and the new business
associated with it, is an outgrowth of the restructuring,
rationalization and reorganization that Oxford Automotive has
undertaken in the past 18 months. As a result of this process,
Oxford has been able to reduce debt and position its balance
sheet as one of the strongest in the industry."

This latest acquisition adds to W. P. Carey's growing managed
portfolio of properties in Alabama, which consist of more than
375,000 square feet. The properties, owned by W. P. Carey & Co.
LLC and its affiliates, include warehouses, distribution
centers, and retail centers leased to Sports Wholesale, Inc.,
AutoZone, Inc. and Winn-Dixie Stores, Inc.


OXFORD AUTOMOTIVE: Appoints Martin E. Welch III as EVP and CFO
--------------------------------------------------------------
Oxford Automotive, Inc., a leading Tier-1 automotive OEM
supplier, has appointed Martin (Marty) Welch as Executive Vice
President & Chief Financial Officer.

In this role, Welch will be responsible for global finance
operations, reporting directly to John W. Potter, President &
CEO, based in Troy, Michigan.

"Oxford is fortunate to have such a competent, seasoned
professional in this vital position within our company," said
Potter.  "His extensive experience will play a significant role
in guiding Oxford to achieve its global financial objectives and
help strategically position the business for future growth and
expansion."

Prior to joining Oxford, Welch worked with York Financial
Services, Inc. where he served on a number of boards for York's
portfolio companies. Previously, from 1995 to 2001, he served as
Executive Vice President & Chief Financial Officer for Kmart,
and was Senior Vice President & Chief Financial Officer at
Federal-Mogul Corporation from 1991 to 1995.  He also served as
CFO for Chrysler Canada from 1986 through 1987 and held a
variety of other senior positions at Daimler Chrysler
Corporation.

He holds a Bachelor of Science in Accounting and a Masters of
Business Administration/Finance from the University of Detroit
Mercy.

Oxford Automotive, Inc., headquartered in Troy, Michigan, is a
leading full-service supplier of specialized metal-formed
assemblies and related services to the automotive industry.
Oxford currently has 7,000 employees at 37 facilities in 10
countries around the world.


PACER TECHNOLOGY: Signs-Up Houlihan Lokey for Financial Advice
--------------------------------------------------------------
Pacer Technology (Nasdaq: PTCH) announced that the Pacer Special
Committee has informed CYAN Investments, LLC, which made a
preliminary proposal to acquire all of the shares of common
stock of Pacer not already owned by CYAN for $6.00 per share in
cash, that the Committee will not be able to respond to its
acquisition proposal by its June 4, 2003 deadline, because the
Committee needs additional time to evaluate possible strategic
alternatives that have surfaced as a result of the Special
Committee's review process that it has undertaken with the
assistance of Houlihan Lokey Howard & Zukin, its financial
advisor.  The Special Committee advised CYAN that the Committee
does not believe it can meaningfully evaluate the financial
fairness of the CYAN proposal to Pacer's shareholders (other
than CYAN) without first giving full consideration to those
alternatives.  CYAN has informed the Committee that, due to this
decision, it will not extend its acquisition proposal.  However,
the Committee has informed CYAN that it desires to continue
discussions with CYAN regarding its acquisition proposal.

The Special Committee, with the assistance of Houlihan Lokey,
will continue to proceed in a timely and orderly manner to
consider possible alternatives to the CYAN acquisition proposal,
with the objective of completing its review by the end of the
June 2003.  However, the Company cautions that there is no
assurance that those alternatives will lead to an acquisition or
other transaction involving Pacer or that CYAN will still be
interested in pursuing a transaction with Pacer if alternative
transactions do not materialize.

Pacer Technology is a manufacturing, packaging and distribution
company engaged in marketing advanced technology adhesives,
sealants, and other related products, for consumer markets on a
worldwide basis.  Its products include SUPER GLUE, ZAP(R),
BONDINI(R), FUTURE GLUE(R), PRO SEAL(R), GO SPOT GO(R), ANCHOR-
TITE(TM) and other well known branded products.


PENN TRAFFIC: Wants Court's Nod to Obtain $270 Million Financing
----------------------------------------------------------------
The Penn Traffic Company, together with its debtor-affiliates,
asks for authority from the U.S. Bankruptcy Court for the
Southern District of New York to obtain interim and final
postpetition financing and continue using their prepetition
Lenders' cash collateral.

Prior to the Petition Date, the Debtors entered into a Revolving
Credit and Term Loan Agreement with the lenders and Fleet
Capital Corporation as agent.  As of the Petition Date, the
Debtors owed the Prepetition Lenders:

     (a) $50,000,000 on account of revolving credit loans;

     (b) $99,000,000 on account of term loans; and

     (c) $49,000,000 on account of issued and outstanding
                     letters of credit.

The Debtors obligations to repay these amounts are secured by
first priority liens on and security interests in virtually all
of the Company's assets.

The Debtors' value is in the continuation of their businesses as
a going concern, which, in turn, depends upon uninterrupted
access to the funds necessary to operate in the ordinary course.
Because the Debtors' existing cash on hand and projected
operating revenues may not be sufficient to fund their on going
working capital requirements, the Debtors believe that obtaining
a firm commitment of this size for postpetition financing is
necessary and in the best interests of these estates. If the
Debtors' creditors and customers perceive an immediate risk to
the Debtors' inability to honor their postpetition obligations,
the Debtors' businesses will deteriorate drastically.
Consequently, the Debtors wish to utilize postpetition financing
to be provided by the Prepetition Lenders.

The Debtors tell the Court that they need $270,000,000 of new
financing to continue operating their business.

Pending final approval, the Debtors want the Court to allow them
to draw up to $70,000,000 for immediate working capital and
other general corporate purposes.

The Debtors will pay the DIP Lenders:

     (1) a $1,350,000 annual Commitment Fee;

     (2) a $250,000 annual Collateral Management Fee; and

     (3) customary 1.75% letter of credit fees.

Additionally, the Lenders agree to allow the Debtors to use Cash
Collateral to reduce the Postpetition Obligations from time to
time, to pay interest, fees and other charges under the
Prepetition Loan Agreement and for working capital and other
general corporate purposes on the terms and to apply any Cash
Collateral to repay all or a portion of the Prepetition Loan
Amounts.

The Debtors relate that it would have been virtually impossible
for them to obtain postpetition financing on an unsecured basis,
pursuant to section 364(a) or (b) of the Bankruptcy Code. As
most of the Debtors' assets are encumbered by the liens of the
Prepetition Agent in respect of the Prepetition Obligations,
finding a lender who would be willing to lend on an unsecured
basis against the remaining assets would have been rather
impractical. Further, even if the Debtors had unencumbered
property adequate to attract sufficient unsecured credit, the
Debtors do not believe, given the existence of such large
amounts of secured obligations, that such unsecured credit, even
if granted administrative priority, would have been on more
favorable terms than those offered by the DIP Lenders.

Similarly, the Debtors do not believe that they could have
obtained debtor-in possession financing on equally favorable
terms without providing for the priming liens on the Prepetition
Collateral. Not only have the Prepetition Lenders indicated
their consent to such priming liens, section 364(d) of the
Bankruptcy Code allows a debtor to obtain credit secured by a
senior or equal lien on property already subject to a valid
lien, with or without consent, provided such preexisting lien
holder is afforded adequate protection of its interest in the
subject property.

The Debtors submit that the granting of junior replacement liens
and super-priority administrative claim status to the
Prepetition Lenders should adequately protect the Prepetition
Lenders from any diminution in the value of their interest in
the Prepetition Collateral pending entry of the final order.

In sum, the Debtors, together with the assistance of their
financial advisors, have concluded in the sound exercise of
their business judgment that the DIP Facility is the best
financing alternative available to them. Absent the facility,
including authorization to use Cash Collateral, the Debtors may
be forced to liquidate their businesses at the detriment to all
creditors.

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.


PORTLAND GENERAL: Fitch Ups Debt & Preferred Ratings to BB/B+
-------------------------------------------------------------
Fitch Ratings has upgraded and removed from Rating Watch
Positive Portland General Electric's senior secured, senior
unsecured and preferred stock ratings to 'BBB-', 'BB' and 'B+
from 'BB+', 'BB-' and 'B', respectively. The Rating Outlook is
Positive.

The rating action follows the close of a $150 million secured
bank facility on May 28, 2003, the final step in a series of
financial transactions that have meaningfully improved PGE's
near-to-intermediate term liquidity outlook. The rating action
also reflects improved visibility with regard to PGE's potential
contingent liability exposure. Although a 12-notch differential
exists between PGE and its corporate parent's, Enron Corp.,
senior unsecured debt rating, PGE's ratings remain well-below
levels that could be supported by the company's standalone
credit profile due to contagion risks associated with PGE's
status as a subsidiary of an insolvent corporate parent tainted
by significant unresolved legal issues. The Rating Outlook
Positive reflects potential for a reasonable outcome in the
pending Federal Energy Regulatory Commission investigation into
PGE's role in the manipulation of western energy markets and the
greater clarity expected to emerge from ENE's filing of a plan
of reorganization by the end of June 2003. While the Positive
Outlook status anticipates an economically manageable outcome in
FERC's investigation, the final magnitude of any penalty remains
uncertain. Hearings in the FERC investigation were recently
rescheduled to Oct. 21, 2003 from June 2, 2003. An ALJ
recommendation is expected by Dec. 19, 2003. Meanwhile, plans
progress with regard to the future separation of PGE from the
ENE group. Recent efforts to find a buyer for PGE have not borne
fruit, and ENE is expected to file its plan of reorganization by
June 30, 2003. The successful conclusion of a plan of separation
of PGE from Enron, and the removal of FERC-investigation-related
uncertainty could provide future triggers for rating
improvement.

PGE's ratings reflect the ongoing challenges arising from its
status as a subsidiary of an insolvent parent, ENE; however,
Fitch also recognizes the significant improvement in PGE's
medium-term financial profile. Despite its inability to issue
unsecured debt at reasonable rates, PGE was able to issue $150
million of secured debt in 2002 and $100 million and $50 million
in secured/insured debt in 2002 and April 2003, respectively.
This, combined with the 2002 expiry of above-market energy
procurement contracts negotiated at the height of the energy
crisis of 2000-2001 has resulted in a significantly improved
liquidity position at PGE. The recent negotiation of a $150
million 364-day secured bank credit facility, which replaced
credit facilities of $72 million and $150 million that were set
to expire in June 2003 and July 2003, respectively, and
remarketing of $142 million of Pollution Control Revenue
Refunding Bonds are positive incremental developments for debt
holders. At the end of the first quarter 2003, PGE had $52
million of cash on hand and roughly $200 million of borrowing
capacity. In addition, Fitch believes that PGE has an additional
$200 million to $250 million of secured borrowing capacity.
Mandatory maturities, excluding the upcoming bank facilities,
are $40 million in August 2003 and just $92 million during 2004-
2006.

In a separate Enron-related matter, the Securities and Exchange
Commission is conducting a review of ENE's Public Utility
Holding Company Act exemption. An SEC action revoking Enron's
exemption could potentially block PGE's access to its recently
renegotiated bank credit facilities, requiring new regulatory
authority and bank waivers to issue short term debt. Thus, SEC
revocation of Enron's PUHCA exemption could potentially block
PGE's access to short-term funds for about 30-90 days. However,
Fitch believes that PGE has sufficient liquidity to meet its
near-term obligations in the temporary absence of access to its
revolver, and that the company's bank group is likely to grant a
waiver to the technical violation of its bank credit agreement
triggered by revocation of ENE's PUHCA exemption. The incident,
nonetheless, underscores the complications arising from the
Enron bankruptcy.


PPM AMERICA: S&P Hatchets Class A-2 Note Rating to BB from BBB-
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A-1 and A-2 notes issued by PPM America High Yield CBO II
Ltd., managed by PPM America Inc., and removed the rating on the
class A-2 notes from CreditWatch with negative implications,
where it was placed April 24, 2003.

The lowered ratings reflect factors that have negatively
affected the credit enhancement available to support the rated
notes since the transaction was last downgraded in April 2003.
These factors include par loss of the collateral pool securing
the rated notes and a deterioration in the weighted average
coupon generated by the performing assets within the collateral
pool.

The overcollateralization test ratios for PPM America High Yield
CBO II Ltd. are out of compliance and continue to deteriorate.
As of the May 16, 2003 monthly trustee report, the class A
overcollateralization ratio was 108.37% (the required minimum is
118.90%), versus a ratio of 109.51% as of the last rating
action. The class B overcollateralization ratio was 97.67% (the
required minimum is 111.20%), versus a ratio of 98.69% as of the
last rating action.

The weighted average coupon generated by the performing assets
within the collateral pool is below its required minimum and
also continues to deteriorate. Currently, the weighted average
coupon of the performing assets is 8.38% (the required minimum
is 8.95%), versus 8.49% as of the last rating action.

Standard & Poor's has reviewed the current cash flow runs
generated for PPM America High Yield CBO II Ltd. to determine
the future defaults the transaction can withstand under various
stressed default timing scenarios, while still paying all of the
rated interest and principal due on the rated notes. Upon
comparing the results of these cash flow runs with the projected
default performance of the current collateral pool, Standard &
Poor's determined that the rating previously assigned to the
rated notes were longer consistent with the credit enhancement
currently available resulting in the lowered ratings. Standard &
Poor's will continue to monitor the performance of the
transaction to ensure the ratings assigned to all the notes
remain consistent with the credit enhancement available.

                         RATING LOWERED

               PPM America High Yield CBO II Ltd.

          Class       Rating           Balance ($ mil.)
                  To          From     Orig.    Current
          A-1     AA          AA+      95.200   86.486

       RATING LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

               PPM America High Yield CBO II Ltd.

          Class       Rating                   Balance ($ mil.)
                  To          From             Orig.    Current
          A-2     BB          BBB-/Watch Neg   23.000   23.000


PREMCOR INC: PRG Unit Commences $250MM Senior Notes Offering
------------------------------------------------------------
Premcor Inc.'s (NYSE: PCO) wholly-owned subsidiary, The Premcor
Refining Group Inc., intends to offer in a private placement,
and subject to market and other conditions, $250 million in
aggregate principal amount of senior notes due 2015 in an
offering to qualified institutional buyers pursuant to Rule 144A
of the Securities Act of 1933 and outside the United States in
compliance with Regulation S.

PRG intends to use the proceeds for capital expenditures,
including the recently announced plans to expand its Port
Arthur, Texas refinery, for acquisitions, and for working
capital and general corporate purposes.

The securities have not, and will not, be registered under
the Securities Act of 1933, as amended, or any state securities
laws, and unless so registered, may not be offered or sold in
the United States absent registration or an applicable exemption
from the registration requirements of the Securities Act and
applicable state laws.

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

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


PRINCETON VIDEO: Asks Court to Fix June 28, 2003 Claims Bar Date
----------------------------------------------------------------
Princeton Video Image, Inc., wants the Court to impose a
deadline by which all creditors who want to assert a claim
against the estate, must file their proofs of claim or be
forever barred from asserting that claim.

The Debtor asks the U.S. Bankruptcy Court for the District of
New Jersey to fix July 28, 2003, as the Claims Bar Date.

Given the size of the creditor body and the number of equity
interest holders, the Debtor proposes to serve the notice of the
Bar Date on all affected parties without need for such notice to
be sent by the clerk's office.

Bankruptcy Services, LLC will serve notice of the Bar Date upon
all affected creditors and will docket all claims received by
the Clerk's office and by BSI, maintain the official claims
register on behalf of the Clerk of the Court and provide the
Clerk with a duplicate on a monthly basis.

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.


QWEST COMMS: Considers Increasing Term Loan to $1.75 Billion
------------------------------------------------------------
Qwest Communications International Inc. (NYSE: Q) announced that
its Qwest Corporation subsidiary, reacting to strong demand, is
considering an increase in its previously announced term loan
from $1 billion to $1.75 billion. The proceeds will be used to
refinance QC debt due in 2003 and fund QC business needs.

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

Qwest Communications' 7.250% bonds due 2008 (Q08USR2) are
trading at about 92 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=Q08USR2for
real-time bond pricing.


READER'S DIGEST: Appoints William E. Mayer to Board of Directors
----------------------------------------------------------------
The Reader's Digest Association, Inc. (NYSE: RDA) will appoint
William E. Mayer to the company's Board of Directors at the
Board's June 13, 2003 meeting.  Mr. Mayer, 63, is the founder
and co-senior partner of Park Avenue Equity Partners, L.P., a
private equity fund that invests in mid-size companies by
providing growth or strategic transaction capital.

Mr. Mayer previously served as president, chief executive
officer and managing director of The First Boston Corporation
(now Credit Suisse First Boston).  He has also been professor
and dean of the College of Business and Management of the
University of Maryland and dean of the William E. Simon Graduate
School of Business Administration at the University of Rochester
(New York).  He currently serves on the boards of directors of
First Health Group Corp., Lee Enterprises, Incorporated and
Technoserve and is also a trustee of the Liberty Group of Mutual
Funds, Chairman of the Aspen Institute and a trustee of the
University of Maryland.  He holds B.S. and M.B.A. degrees from
the University of Maryland.  Mr. Mayer will join the class of
directors of the company that stands for reelection at the
company's November 2003 annual meeting of stockholders.  Mr.
Mayer will also join the company's Compensation and Nominating
Committee and its Corporate Governance Committee.

James E. Preston, Chairman of the company's Nominating Committee
said, "We are pleased to add a candidate of Bill Mayer's
financial expertise and business experience as an additional
independent member of the Reader's Digest Board."

Mr. Mayer's appointment is the result of an agreement between
the company and Highfields Capital Management LP, which owns
approximately 8.5 percent of the outstanding common stock of the
company.  Also under the terms of the agreement, the Nominating
Committee will review a range of candidates and appoint another
new director by the company's November 2003 annual meeting of
stockholders.  The agreement provides that for a period of one
year from the date of the agreement, Highfields, among other
things: (1) will vote its shares in favor of the individuals who
are nominated by the Nominating Committee for election to the
Board, (2) will not engage in any proxy solicitation with
respect to the company, and (3) will not increase its beneficial
ownership of the company's common stock to more than 10%.

The Reader's Digest Association, Inc. is a global publisher and
direct marketer of products that inform, enrich, entertain and
inspire people of all ages and cultures around the world.
Global headquarters are located at Pleasantville, New York.  The
company's main Web site is at http://www.rd.com

As reported in Troubled Company Reporter's May 2, 2003 edition,
Standard & Poor's Ratings Service placed its 'BB+' corporate
credit rating for Reader's Digest Association Inc. on
CreditWatch with negative implications.

Pleasantville, New York-based Reader's Digest Association
publishes one of the world's highest circulating paid magazines
and is a leading direct marketer of books. Total debt as of
March 31, 2003, was $917 million.


RECOTON: Court OKs Thomson's $60MM Bid for Accessories Assets
-------------------------------------------------------------
Thomson (Euronext Paris: 18453) (NYSE:TMS) announced plans to
aggressively expand its Consumer Solutions business, enhancing
services to retailers and expanding its distribution worldwide
with the addition of the accessory business and brand assets of
Recoton in U.S. bankruptcy court proceedings this week.

This growth initiative is expected to significantly enhance
revenues in 2003 and over the next few years for Thomson's
Consumer Solutions business, a profitable range of accessories
products and services. The court approved last week's auction of
Recoton assets, including a $60 million bid by Thomson for
Recoton's accessories business and related accessories brands.
The Recoton transaction is expected to be completed after the
customary closing process.

The strategic purchase of Recoton's assets is consistent with
Thomson's global strategy to evolve its consumer products
business model with an emphasis on services to retailers and on
developing new business opportunities at higher margins. The
move will increase the size and scope of Thomson's successful
accessories business, which was renamed "Consumer Solutions"
last year, making it one of the largest businesses of this
category in the world. Positive synergy opportunities exist
between the accessory businesses of Thomson and Recoton, in
particular for products, brands, distribution, and supplier
base.

A stronger Thomson Consumer Solutions product offering will
include remote control units; surge protectors; wireless
telephone jacks, headphones, and speakers; audio/video cables;
set-top and roof-top TV antennae; computer accessories, blank
recording media; digital music, photo storage, and travel bags;
and a variety of product enhancement offerings for consumers
with CD players, satellite receivers, and digital television
displays. The RCA and THOMSON brands will now be joined for
accessory products by the Acoustic Research, Advent, Jensen,
Discwasher, Recoton, Ambico and SpikeMaster brands to create a
powerful family of brands that can help position and
differentiate Thomson's Consumer Solutions products at retail
for retail customers on a global basis.

"Since Thomson announced our plans to globalize our Consumer
Solutions accessories business last year, we have been
aggressively moving to expand this profitable and strategic
category. We have carefully analyzed the potential benefit of
adding Recoton's accessories business and believe that the
strengths of our own RCA and THOMSON-branded business matched
with Recoton's distribution and brand names will mean an even
stronger contribution of profitable growth for the Thomson
business," said Michael D. O'Hara, Executive Vice President of
Worldwide Consumer Products Marketing & Sales.

"The combination of Recoton assets with Thomson's has obvious
benefits, since we have complementary strengths. Thomson will be
able to offer comprehensive 'turnkey' services to retailers,
such as customized logistics and in-store detailing for displays
that hold hundreds of products. We are already well underway in
an expansion of our accessories offering throughout Europe, and
the acquisition of Recoton's substantial U.S. business will help
us to globally achieve our objectives for sales and profit,"
O'Hara said.

Thomson expects to offer a full scale of Consumer Solutions
products and services to its retail client base, including
delivery and re-stocking services needed in an accessories
business with thousands of individual products and customized
"store-within-a-store" retail displays.

"This acquisition is another example of the consolidation taking
place within our industry, driven by our customer's preference
for dealing with strategic partners who are capable of providing
a comprehensive set of products and services -- from product
management and design, market analysis, branding and channel
management, to technology licensing and sourcing, to supply
chain management and after sales customer service," said David
Geise, Vice President of Thomson's worldwide Consumer Solutions
Profit Center.

Thomson (Euronext Paris: 18453; NYSE:TMS) provides a wide range
of video (and enabling) technologies, systems, finished products
and services to consumers and professionals in the entertainment
and media industries. To advance and enable the digital media
transition, Thomson has four principal divisions: Content and
Networks, Consumer Products, Components, and Licensing. The
company distributes its products under the Technicolor, Grass
Valley, THOMSON and RCA brand names. For more information:
http://www.thomson.net

Thomson's Consumer Products division is represented by a broad
range of home entertainment products, marketed primarily under
the RCA brand in the Americas and under the THOMSON brand in
Europe. Thomson is a leader in high-definition digital
television, mp3 digital audio, and DVD disc products. The
company's most advanced consumer products are sold under the RCA
Scenium banner, emphasizing superior technology and elegant
design.


ROWECOM INC: Sells U.S. Operations Assets to EBSCO Industries
-------------------------------------------------------------
EBSCO Industries, Inc., the global leader for the delivery of
integrated information systems and services, confirmed that on
Wednesday, June 4, 2003, it definitively closed its acquisition
of the U.S. operations of RoweCom, Inc., which includes the
operations of Dawson, Inc., Dawson Information Quest, Inc., The
Faxon Company, Inc., Turner Subscription Agency, Inc., McGregor
Subscription Service, Inc. and Corporate Subscription Services,
Inc.

The final two closing contingencies: (1) verification of
publisher support representing at least 50 percent of the
aggregate monetary amount prepaid to RoweCom by customers, which
was not subsequently forwarded to publishers, and (2) successful
closure by EBSCO of its acquisition of RoweCom's European
operations, have been satisfied, paving the way for final
closure of the deal.

EBSCO is glad to report that the final tally of publisher
support exceeded 70 percent. This is very good news for
participating customers, as it will mean the majority of their
expenditures for 2003 materials will be fulfilled by publishers.
A separate press release announcing the finalization of EBSCO's
purchase of RoweCom Europe was issued earlier today.

"At long last, we are pleased to finalize this acquisition,"
said F. Dixon Brooke Jr., vice president and general manager of
EBSCO Subscription Services. "We greatly appreciate the support
of publishers and the patience of our new customers. We are now
able to turn our attention to ongoing operations of the
business, and we are committed to facilitating excellent service
for the benefit of our new customers."

EBSCO has also finalized its purchase of RoweCom Australia, Pty
Ltd and RoweCom Canada (Divine Solutions, ULC). The orders of
RoweCom Australia and Canada customers who prepaid RoweCom, but
whose payments were not forwarded to publishers, are to be
handled pursuant to similar methodology being utilized in the
U.S. Such participating customers will be transferring their
bankruptcy claim to participating publishers in exchange for
2003 issues.

EBSCO is immediately taking steps to provide electronic files to
publishers and to customers of RoweCom U.S., Australia and
Canada. The files sent to publishers will identify the orders
the publishers have agreed to grace. The files sent to customers
will segregate the orders of RoweCom customers into three
groups:

1) orders for titles for which Customers paid RoweCom that
   RoweCom sent and paid to publishers

2) orders for titles for which Customers paid RoweCom that
   RoweCom did not pay to publishers, but which publishers have
   agreed to provide grace issues for 2003

3) orders for titles for which Customers paid RoweCom that
   RoweCom did not pay to publishers and publishers have not
   agreed to provide grace issues for 2003.

These files will allow customers to assess the exact titles that
should be received (groups 1 and 2), as well as those that may
need to be ordered (group 3).

Detailed communications to customers and publishers explaining
the process and listing customer service contact information
will accompany the electronic files. Customer service
representatives at EBSCO, Westwood, Mass., U.S.A. (formerly
RoweCom/divine/Faxon Library Services) as well as all other
EBSCO regional offices stand ready to assist.

EBSCO Industries, Inc. is a global corporation with sales,
service and manufacturing subsidiaries at work in 19 countries
around the world. EBSCO's business interests include information
management services, online and print journal subscription
services, online research databases, real estate development,
commercial printing and more. EBSCO, an acronym for Elton B.
Stephens Company, is based in Birmingham, Alabama, U.S.A. and
employs 4,000 people around the world. Additional information on
EBSCO Industries is available from http://www.ebscoind.com


SAMSONITE CORP: Will Hold Analysts' Conference Call on Wednesday
----------------------------------------------------------------
Samsonite Corporation (OTC Bulletin Board: SAMC) will hold a
conference call with securities analysts to discuss first
quarter fiscal year 2004 earnings results for the quarter ended
April 30, 2003, at 11:00 a.m. Eastern Daylight Time on
Wednesday, June 11, 2003.  Investors and interested members of
the public are invited to listen to the discussion.

The dial-in phone number is (877) 809-7599 in the U.S. and (706)
679-6135 for international calls, the conference name is
Samsonite and the conference ID # is 1145827.  The leader of the
call is Luc Van Nevel.  If you cannot attend this call, it will
be played back through Wednesday, July 2, 2003.  The playback
number is (800) 642-1687 in the U.S. and (706) 645-9291 for
international calls, and the conference ID # is 1145827.

Samsonite is one of the world's largest manufacturers and
distributors of luggage and markets luggage, casual bags,
backpacks, business cases and travel-related products under
brands such as SAMSONITE(R), AMERICAN TOURISTER(R), LARK(R),
HEDGREN(R), LACOSTE(R) and SAMSONITE(R) BLACK LABEL. For more
information about Samsonite, visit its Web site at
http://www.samsonite.com

                         *   *   *

As reported in the May 8, 2003, issue of the Troubled Company
Reporter, the ratings of Samsonite Corporation were affirmed by
Moody's Investors Service. Outlook for the ratings was changed
to developing from negative due to the company's planned
recapitalization pact that could sizably reduce the company's
debts and refinance its current debt facility.

                      Affirmed Ratings

   * B3 - Senior implied rating;

   * B2 - $70.0 million senior secured revolving credit facility
          due in June 2004;

   * B2 - $35.2 million senior secured European term loan
          facility due June 2004;

   * B2 - $46.2 million senior secured U.S. term loan facility
          due June 2005;

* Caa2 - $322.8 million 10-3/4% senior subordinated notes due
           June 2008;

    * C - $309.1 million 13-7/8% senior redeemable preferred
          stock due June 2010;

* Caa1 - Senior unsecured issuer rating.


SLATER STEEL: Clearwater Capital Discloses 12.9% Equity Share
-------------------------------------------------------------
Clearwater Capital Management Inc. reported that as a result of
the acquisition of 758,200 common shares of Slater Steel Inc. on
the Toronto Stock Exchange it holds on behalf of its managed
accounts 1,948,500 common shares being 12.9% of the issued and
outstanding Slater Steel Inc. common shares, based on the number
of issued and outstanding common shares as of December 31, 2002.

The securities referred to above are being held for investment
purposes. Depending on market conditions, other opportunities
which may arise, and other factors, CCMI on behalf of its
managed accounts may from time to time in the future acquire
additional securities or dispose of securities of Call-Net
Enterprises Inc. in the open market, by private agreement or
otherwise.

Slater Steel Inc., and certain of its U.S. and Canadian
subsidiaries have filed for creditor protection under the
Companies' Creditors Arrangement Act in Canada. Slater and
certain of its Canadian subsidiaries have also filed for
protection under Section 304 of the U.S. Bankruptcy Code and
Slater's U.S. subsidiaries have filed for protection in the U.S.
under Chapter 11 of the U.S. Bankruptcy Code on June 2, 2003,
(Bankr. Del. Case No. 03-11639). Daniel J. DeFranceschi, Esq.,
and Paul Noble Heath, Esq., at Richards Layton & Finger
represent the U.S. Debtors in their restructuring efforts.


SLATER STEEL: Ontario Sec. Commission Imposes Cease Trade Order
---------------------------------------------------------------
The Ontario Securities Commission entered a Cease Trading Order
against Slater Steel's directors, officers and insiders,
prohibiting any trading in the Company's securities.

           IN THE MATTER OF THE SECURITIES ACT
             R.S.O. 1990, c. S.5, AS AMENDED

                         - and -

                     IN THE MATTER OF

ANTHONY GRIFFITHS, DENNIS BELCHER, PIERRE BRUNET, ANTHONY
CRISALLI, ALBERT GNAT, P. THOMAS JENKINS, PATRICK LAVELLE
PIERRE MACDONALD, MICHAEL WILKINSON, PAUL KELLY, DAVID J.
CAMOZZI, PHILIP KELLY, PAUL D. DAVIS, RICK P. ROGERS, DOUG T.
BROWN GARY L. NABER, BRUCE KENNEDY, HOWARD DRABINSKY, MICHEL
TELLIER MICHEL CARDIN, PIERRE MARCOTTE and MIKE SIRBAUGH

                           ORDER
                        (Section 127)

WHEREAS on May 21, 2003 the Ontario Securities Commission (the
"Commission") made a temporary order pursuant to subsection
127(5) of the Act, that none of the Respondents shall trade in
any securities of Slater Steel Inc., subject to the terms set
out in the order, for a period of 15 days from the date of the
order;

AND WHEREAS on June 3, 2003 the Commission issued a Notice of
Hearing pursuant to subsection 127(9) of the Act;

    AND WHEREAS it appears to the Commission that:

    1. Slater is incorporated under the laws of Canada and is a
       reporting issuer in the Province of Ontario.

    2. Each of Anthony Griffiths, Dennis Belcher, Pierre Brunet,
       Anthony Crisalli, Albert Gnat, P. Thomas Jenkins, Patrick
       Lavelle, Pierre MacDonald, Michael Wilkinson, Paul Kelly,
       David J. Camozzi, Philip Kelly, Paul D. Davis, Rick P.
       Rogers, Doug T. Brown, Gary L. Naber, Bruce Kennedy,
       Howard Drabinsky, Michel Tellier, Michel Cardin, Pierre
       Marcotte and Mike Sirbaugh (the Respondents) is, or was,
       at some time since the end of the period covered by the
       last financial statements filed by Slater in accordance
       with the Act, a director, officer or insider of Slater
       and during that time had, or may have had access to
       material undisclosed information with respect to Slater.

    3. Slater failed to file annual financial statements for its
       financial year ended December 31, 2002 (the "Financial
       Statements") on or before May 20, 2003, contrary to
       subsection 78(1) of the Securities Act (Ontario)

    4. As of the date of this order, Slater has not filed its
       Annual Financial Statements.

    AND WHEREAS the Commission is of the opinion that it is in
the public interest to make this Order;

    IT IS ORDERED pursuant to paragraph 2 of subsection 127(1)
of the Act that all trading by the Respondents in the securities
of Slater shall cease until:

    (a) two full business days following the receipt by the
        Commission of all filings Slater is required to make
        pursuant to Ontario securities law; or

    (b) further order of the Commission.

    Margo Paul
    Director, Corporate Finance Branch


SMITHFIELD FOODS: Reports Weaker Results for Fourth Quarter 2003
----------------------------------------------------------------
Smithfield Foods, Inc. (NYSE: SFD) announced earnings for the
fourth quarter of fiscal 2003, ended April 27, of $5.1 million
versus $24.9 million last year. Fiscal 2003 fourth quarter
results included a $2.2 million pre-tax charge for bad debt
reserves associated with the bankruptcy of Fleming Companies.
Fourth quarter sales of $1.9 billion were about the same as last
year.

The company has adopted a new method of segment reporting. The
Meat Processing Group has been eliminated and Smithfield now
will report results of the pork, beef and international
segments, as well as hog production.

                    Fourth Quarter Results

The results for the quarter reflected strong profitability in
beef and processed meats, which somewhat offset the continuing
environment of low hog prices and weak fresh pork prices.

In the pork segment, fresh pork volume grew three percent as a
result of an increase in the number of hogs processed. Processed
meats volume rose seven percent, reflecting significant volume
increases in the bacon, ham and sausage categories. The company
saw similar volume growth in both retail and foodservice sales,
as well as a rise of 23 percent in volume in the newly-formed
Smithfield Deli Group.

The company's beef operations reported continuing strong
earnings, in spite of higher live cattle prices. Beef demand for
all processors continues to be high, with beef prices reaching
record levels. Internationally, the company's Polish operations
recorded sharply improved results, offset by lower earnings in
Canada and Mexico. The prior year's quarter reflected
exceptionally strong margins in Canada. Hog Production operating
profit continued to be down in the current quarter on lower
average selling prices and higher raising costs, principally on
higher feed costs.

"Given the overall adverse environment for both live hogs and
fresh pork, I am reasonably pleased with the quarter's results,"
said Joseph W. Luter III, chairman and chief executive officer.
"While we anticipated that our results in the fourth quarter
would be better than the third quarter, lingering hog prices in
the low to mid 30's for much of the quarter continued to produce
losses in our hog production operations. We have and always will
focus on building the business for the long term and will not be
distracted by short-term market influences," he said.

The company noted that it was beginning to implement synergistic
changes as a result of the previously-announced merger of
Smithfield Packing and Gwaltney. The combination will result in
one operating entity with two retail sales divisions and one
combined foodservice organization. The merger of these two
entities will help maximize their manufacturing capacities, as
well as reduce redundant overhead and logistics costs. The major
benefits of this merger will begin to be reflected in the second
and third quarters of fiscal 2004.

                     Full Year Results

For fiscal 2003, Smithfield reported sales of $7.9 billion,
seven percent above prior year sales of $7.4 billion. Net income
was $26.3 million versus $196.9 million last year. Both years
included a gain of one cent per diluted share on unusual items.

Pork operating earnings rose 13 percent, a result of
substantially improved margins in processed meats that more than
offset weak fresh pork margins. Fresh pork volume grew two
percent while processed meats volume increased eight percent,
with significant volume growth in several product categories.
Smithfield Lean Generation Pork volume increased four percent,
reaching annual volume of 108 million pounds. Beef operations,
acquired in fiscal 2002, reflected a full year of operations, as
well as sharply-improved margins versus a year ago.
International earnings rose 60 percent, as Animex of Poland
experienced its first profitable year under Smithfield
ownership, turning around from a substantial loss last year.
Schneider of Canada also recorded very strong results.

Smithfield's hog production operations experienced a decline in
operating profit of $375 million from last year, as live hog
prices averaged 21 percent, or $22 per head, below the levels of
fiscal 2002 and increased raising costs, primarily related to
higher feed costs.

Mr. Luter noted that while the past twelve months have been
difficult for both fresh pork and hog production, the depth and
length of the current hog cycle was not as severe as the prior
downturn in 1998 when hog prices dropped to a 50-year low.
Generally, fresh pork and hog production are counter-cyclical to
one another, although this was not the case in fiscal 2003.

Looking forward to the first quarter of fiscal 2004, Mr. Luter
said, "The early signs are very encouraging. Live hog prices
have risen nearly 30 percent in the past 60 days and fresh pork
prices are improving. Although the hog markets are frequently
volatile and unpredictable, the futures markets currently are
predicting strong live hog mark ets well into the summer and
early fall. Additionally, beef operations are running at near-
record profit levels. The combination of a strong beef complex,
more normal hog prices, improving fresh meat demand and a very
solid processed meats business leads me to be optimistic as we
begin fiscal 2004," he said.

With annualized sales of $8 billion, Smithfield Foods is the
leading processor and marketer of fresh pork and processed meats
in the United States, as well as the largest producer of hogs.
For more information, visit http://www.smithfieldfoods.com

                         *   *   *

As previously reported, Standard & Poor's Ratings Services
placed its 'BBB-' corporate credit rating and bank loan ratings
for leading hog producer and processor Smithfield Foods Inc., on
CreditWatch with negative implications. The 'BB+' senior
unsecured and subordinated debt ratings on Smithfield Foods were
also placed on CreditWatch with negative implications.


SOLAR INVESTMENT: Fitch Cuts Note Ratings to Low-B/Junks Levels
---------------------------------------------------------------
Fitch Ratings downgraded the following classes of notes issued
by Solar Investment Grade CBO I, Limited:

-- $28,250,000 class III-A mezzanine notes to 'BB' from 'BBB+';

-- $10,000,000 class III-B mezzanine notes to 'BB' from 'BBB+';

-- $24,200,000 subordinated notes to 'CC' from 'BB'.

Solar Investment Grade CBO I, Limited is a collateralized bond
obligation that was established in August 2000 to issue debt
securities and to use the proceeds to purchase primarily
investment grade bond collateral. The following classes of notes
are affirmed:

-- Class I-A and I-B 'AAA';

-- Class II-A and II-B 'AA'.

According to the May 13, 2003 trustee report, Solar Investment
Grade CBO I's collateral includes a par amount of $13.3 million
(3%) of defaulted assets representing four defaulted securities.
The class III par value test is failing at 101.47% with a
trigger of 103.2%. The Fitch weighted average rating factor test
is also failing at 21 with a trigger of 20.

In reaching its rating actions, Fitch reviewed the results of
its cash flow model runs after running several different stress
scenarios. Fitch will continue to monitor this transaction. Deal
information and historical performance data for this transaction
is available on the Fitch Ratings web site at
http://www.fitchratings.com.


SPECIAL METALS: Files Plan and Disclosure Statement in Kentucky
---------------------------------------------------------------
Special Metals Corporation and its debtor-affiliates filed their
Joint Plan of Reorganization and Disclosure Statement with the
U.S. Bankruptcy Court for the Eastern District of Kentucky.  A
full-text copy of the Debtors' Plan is available for a fee at:

  http://www.researcharchives.com/bin/download?id=030526214829

The Plan groups claims and equity interests into classes and
outlines how each class will be treated:

  Class Designation    Impairment    Treatment
  ----- -----------    ----------    ---------
    1   Priority Non-  Unimpaired;   Will be paid in cash on
        Tax Claims     Deemed to     the Effective Date
                       accept plan

    2   Secured Real   Unimpaired;   Will be paid at the sole
        Estate Tax     Deemed to     option of the Debtors:
        Claims         accept plan   (i) Cash equal to the
                                     Claim; or
                                     (ii) equal annual cash
                                     payments in the aggregate
                                     amount

    3   Miscellaneous  Unimpaired;   At the sole option of
        Secured Claims Deemed to     the Debtors will:
                       accept plan   (i) be reinstated and
                                     rendered unimpaired;
                                     (ii) receive cash equal to
                                     the claim; or
                                     (iii) receive the colla-
                                     teral securing its claim

    4   Lenders'       Impaired;     Each claimholder shall
        Claims         Entitled to   receive on the Effective
                       vote          Date:
                                     (i) the minimum amount
                                     of $100 million;
                                     (ii) the Lender's Second
                                     Lien Note; and
                                     (iii) 87.5% of the New
                                     Common SMC Stock

    5   Subordinated   Impaired;     Will receive no distri-
        Note Claims    Deemed to     bution under the Plan
                       reject plan

    6A  General Unse-  Impaired;     Will receive no distri-
        cured Claims   Deemed to     bution under the Plan
                       reject plan

    6B  Debtor Inter-  Impaired;     Subordinated to all other
        Company Claims Entitled to   Allowed Claims and will
                       vote          receive no money, distri-
                                     bution or property until
                                     all Allowed Claims have
                                     been paid or satisfied

    7   Insurance      Impaired;     Entitled to proceeds
        Claims         Entitled to   derived from any appli-
                       vote          cable Insurance Policy

    8A  Equity Inte-   Impaired;     Will receive no distri-
        rests in SMC   Deemed to     bution and on the Effective
                       reject plan   Date, all certificates
                                     will be deemed cancelled

    8B  Equity Inte-   Impaired;     Will receive no distri-
        rests in Hun-  Deemed to     bution and on the Effective
        tington Alloys,reject plan   Date, all certificates
        SMDSC, and A-1               will be deemed cancelled

    9   Exsting Secu-  Impaired;     Will receive no distri-
        rities Law     Deemed to     bution under the Plan
        Claims         reject plan

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


SPIEGEL GROUP: Wins Court's Approval for IBM Release Agreement
--------------------------------------------------------------
On July 27, 1999, The Spiegel Inc., and its debtor-affiliates
entered into an office lease agreement with International
Business Machines Corporation for 32,200 square feet of space at
the Debtors' warehouse facility located at 4545 Fisher Road in
Columbus, Ohio.  The Lease has a term scheduled to expire on
July 31, 2009.

During the fall of 2002, IBM vacated the premises but has
continued making payments under the Lease without occupying the
premises.  In view of that, IBM asked the Debtors to terminate
the Lease pursuant to a cancellation and release agreement.  The
Agreement calls for:

    -- IBM to pay the Debtors $2,850,000 in full satisfaction of
       its obligations under the Lease;

    -- IBM to sell to the Debtors certain furniture systems and
       equipment remaining on the premises for $10; and

    -- the parties to exchange releases of all claims arising
       out of, attributable to, or resulting from Lease or the
       use of occupancy of the premises described in the Lease.

James L. Garrity, Jr., Esq., at Shearman & Sterling, in New
York, tells the Court that on May 31, 2003, IBM's remaining
lease obligations total $3,653,546.  The net present value of
the Total Lease Obligation -- discounted at 7% -- is $3,041,154.
After a significant arm's-length negotiation between the
parties, the Debtors and IBM agreed to a termination payment and
the remaining consideration under the Agreement.

Accordingly, the Debtors sought and obtained the Court's
authority to reject the IBM Lease and enter into, and perform
under, the Cancellation and Release Agreement in respect to the
lease.

Mr. Garrity explains that the Release Agreement provides for the
immediate payment of $2,850,000 to the Debtors.  By entering
into the Release Agreement, the Debtors immediately will be able
to remarket the Premises -- or utilize the Premises themselves -
- and will obtain good quality furniture and equipment in good
condition for a nominal price that will either aid in their
remarketing efforts or be utilized by the Debtors themselves.
Under the Release Agreement, the Debtors will also be released
of all claims arising out of, attributable to, or resulting from
Lease or the use or occupancy of the Premises described in the
Lease. (Spiegel Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


SPX CORP: S&P Rates $200 Million Senior Unsecured Notes at BB+
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating to
SPX Corp's $200 million senior unsecured notes, due 2011.
Proceeds will be used for general corporate purposes, primarily
the repayment of debt.

At the same time, Standard & Poor's affirmed its 'BBB-'
corporate credit rating on Charlotte, North Carolina-based SPX,
a diversified manufacturing firm. Total debt outstanding at
March 31, 2003, was about $2.7 billion. The outlook is stable.

"The ratings on SPX reflect the firm's above-average business
profile whose products generally enjoy leading or solid market
positions in mature, cyclical markets, satisfactory financial
profile, and moderate financial policy," said Standard & Poor's
credit analyst Dan DiSenso.

SPX's operations are included in four segments: technical
products and systems; industrial products and services; flow
technology; and service solutions. The firm serves a wide
variety of markets including industrial, power, construction,
life sciences, computer networks, radio and television, and
automotive. The business is diversified by end-market, customer,
and geography, with about one-third of sales coming from outside
the U.S. Moreover, a sizable portion of sales goes to the more
stable replacement market. These factors, along with aggressive
cost-cutting actions, limited capital intensity, and focus on
profitable growth and real improvement in EVA (economic value
added) measurement, enable the firm to mitigate cyclical
exposure and generate strong free cash flow.


SUN MEDIA: Successfully Closes Exchange Offer for 7-5/8% Notes
--------------------------------------------------------------
Sun Media Corporation's offer to exchange up to US$205,000,000
principal amount of its 7-5/8% Senior Notes due in 2013 for an
equal principal amount of new notes registered under the
Securities Act of 1933, as amended, expired at 5:00 p.m., New
York City time, on Friday, May 30, 2003.

The Company was advised by National City Bank, the Exchange
Agent for the Exchange Offer, that the Company had received
tenders of $205,000,000 principal amount, or 100 percent, of the
Initial Notes as of the Expiration Date, and the Company has
accepted the tenders of all such Initial Notes, which will be
exchanged for the Exchange Notes.

Sun Media Corporation, a subsidiary of Quebecor Media Inc.,
itself a subsidiary of Quebecor Inc., is the second largest
newspaper publishing company in Canada, publishing 16 daily
newspapers and serving 8 of the top 11 urban markets in Canada.
Sun Media also publishes 178 weekly newspapers and speciality
publications across Canada.

                        *   *   *

As previously reported, Standard & Poor's Ratings Services'
ratings on media company Quebecor Media Inc., and its
subsidiaries, including Sun Media Corp., and Videotron Ltee,
remain on CreditWatch with negative implications, where they
were placed Sept. 16, 2002.

The CreditWatch update followed Standard & Poor's review of Sun
Media's refinancing plan. Following completion of the announced
refinancing at Sun Media, which is Quebecor Media's newspaper
subsidiary, the ratings on Quebecor Media and its subsidiaries,
including the 'B+' long-term corporate credit ratings, would be
removed from CreditWatch and affirmed, with an expected stable
outlook.


TOWER AUTOMOTIVE: S&P Gives B Rating to Unit's $250-Mill. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
proposed $250 million senior notes due 2013 of R.J. Tower Corp.
to be issued under rule 144A with registration rights. At the
same time Standard & Poor's assigned its 'BB-' rating to the
company's proposed $240 million senior secured term loan. The
debt issues will be guaranteed by R.J. Tower's parent, Tower
Automotive Inc. The 'BB-' corporate credit rating on Tower
was affirmed. The outlook is stable.

Grand Rapids, Michigan-based Tower is a supplier of automotive
structural components and assemblies and has total debt
(including operating leases and sold accounts receivable) of
about $1.3 billion.

Proceeds from the senior notes offering initially will be used
to reduce bank borrowings and, later, to retire Tower's $200
million convertible subordinated notes due Aug. 1, 2004.
Proceeds from the new bank facilities will be used to refinance
existing bank debt. Tower's $600 million revolving credit
facility will be reduced to $360 million, with $44 million
permanently reserved for letters of credit.

"The proposed financings will relieve near-term financial stress
by extending debt maturities. In addition, bank financial
covenant requirements will be relaxed. Nevertheless, Tower
remains highly leveraged and cash flow protection is thin," said
Standard & Poor's credit analyst Martin King.

Weak current operating results have resulted from a decline in
industry demand, with North American automotive production
expected to fall 10% during the second quarter of 2003 from the
year-earlier level. Soft retail sales and high inventory levels
could lead to further production cuts in the second half of
2003.

Tower is a niche supplier of components to the cyclical and
highly competitive automotive supply industry.


TRANS ENERGY: Cash Resources Insufficient to Continue Operations
----------------------------------------------------------------
Trans Energy Inc., incurred cumulative operating losses through
March 31, 2003 of $27,529,297, and had a working capital deficit
at March 31, 2003 of $6,415,117.  Revenues have not been
sufficient to cover its operating costs and to allow it to
continue as a going concern. The potential proceeds from the
sale of  common stock, other contemplated debt and equity
financing, and increases in operating revenues from new
development would enable the Company to continue as a going
concern. There can be no assurance that the Company can or will
be able to complete any debt or equity financing. If these are
not successful,  management is committed to meeting the
operational cash flow needs of the Company.

Total revenues for the three months ("first  quarter") ended
March 31, 2003 increased 146%, when compared with the first
quarter of 2002, due primarily to increased gas prices and
additional production into its pipeline system. The Company's
cost of oil and gas for the first quarter of 2003 increased 19%
from the 2002 period due to increased land lease and royalties
expenses. Also during the first quarter of 2003, salaries and
wages increased 14% compared to the 2002 period due to
reclassification of compensation previously paid as consulting
fees into salary to officers.  Selling, general and
administrative expenses for the first quarter of 2003 decreased
24% due to decreased travel, legal, consulting and office
expenses. Depreciation, depletion and amortization increased in
the first quarter of 2003 by 371%, attributed to an increased
depletion rate due to a reevaluation of reserves at the year-end
audit.

Loss from operations for the first quarter of 2003 was $312,280,
slightly less that the $314,223 for the first quarter of 2002.
Trans Energy realized total other income of $5,005 during the
first quarter of 2003 compared to total other expenses of
$131,311 for the first quarter of 2002.  This change was due
primarily  to the 24% decrease in interest expense and the gain
on disposal of assets of $112,235 during the first quarter of
2003.

As a percentage of total revenues, total costs and expenses
decreased from 285% in the first quarter of 2002 to 175% for the
first quarter of 2003. Actual total costs and expenses increased
51% for the first quarter  2003, primarily attributed to the
increases in cost of oil and gas and increase in depreciation,
depletion and amortization in the 2003 period.

The Company's net loss for the first quarter of 2003 was
$307,275 compared to $445,534 for the first quarter of 2002.

For the remainder of fiscal year 2003, management expects
selling, general and administrative expenses to remain at
approximately the same rate as the first quarter of 2003.  The
cost of oil and gas produced is  expected to fluctuate with the
amount produced and with prices of oil and gas, and management
anticipates that revenues are likely to increase during the
remainder of 2003.

Management included a footnote to the Company's financial
statements for the periods ended March 31, 2003  stating that
because of continued losses, working capital deficit and need
for additional funding, there is substantial doubt as to whether
the Company can continue as a going concern.

Historically, Trans Energy has satisfied its working capital
needs with operating revenues and from borrowed funds. At March
31, 2003, the Company had a working capital deficit of
$6,415,117 compared to a deficit of $6,332,582 at December 31,
2002.  This nominal 1% increase in working capital deficit is
primarily due to use of cash from the sale of property to reduce
loan balances.

During the first quarter of 2003, operating activities provided
net cash of $54,043 compared to net cash used of $524,808 in the
first quarter of 2002.  These results are primarily attributed
to the decreased net loss for the period, increased
depreciation, depletion and amortization expenses and the
increase in  accounts payable and current liabilities.  Net cash
provided by investing activities in the first quarter of 2003
was $249,000, compared to net cash used by investing activities
of $18,926 in the 2002 period. The increase is due to proceeds
realized from the sale of assets in th 2003 period.  During the
first quarter of 2003, Trans Energy used net cash of $300,662 by
financing activities compared to net cash realized of $555,910
in the first quarter of 2002.  During 2002, net cash was
realized primarily from proceeds from stock subscription
deposits and from notes payable. During the 2003 period, cash
was used primarily as payments on related party payables and
principal payments on notes payable.

Trans Energy anticipates meeting its working capital needs
during the remainder of the current fiscal year with revenues
from operations, particularly from its Powder River Basin
interests in Wyoming and New Benson gas wells drilled in West
Virginia.  In the event revenues are not sufficient to meet its
working capital needs, the Company will explore the possibility
of additional funding from either the sale of debt or equity
securities.  There can be no assurance such funding will be
vailable to the Company or, if available, it will be on
acceptable  or favorable terms.

As of March 31, 2003, Trans Energy had total assets of
$2,455,730 and total stockholders' deficit of $4,235,494,
compared to total assets of $2,747,636 and total stockholders'
deficit of $3,938,719 at December 31, 2002.


TYCO INT'L: Fitch Affirms BB Senior Unsecured Debt Rating
---------------------------------------------------------
Fitch Ratings affirmed its ratings on the senior unsecured debt
and commercial paper of Tyco International Ltd., as well as the
unconditionally guaranteed debt of its wholly owned direct
subsidiary Tyco International Group S. A., at 'BB'/'B',
respectively. The Rating Outlook has been changed to Stable from
Negative. The ratings affect approximately $21 billion of debt
securities.

The change to Outlook Stable reflects Tyco's progress with
respect to reestablishing access to capital, addressing its
liability structure, implementing steps to improve operating
performance, and demonstrating cash generation despite a
difficult economic environment in a number of key end-markets.
The impact of fundamental favorable changes in Tyco's financial
policies and profile since late fiscal 2002 is constrained by
economic weakness in its markets, potential legal liabilities
related to shareholder lawsuits and SEC investigations, and the
possibility, although reduced, of further accounting charges and
adjustments. The ratings could improve over time as Tyco
demonstrates more consistent results and that it has put behind
it the accounting concerns that have obscured the transparency
of its financial reporting in the past.

Tyco has continued to see improvements in recent months in
addressing various concerns relating to liquidity and corporate
governance. In late April, 2003 the company disclosed charges,
mostly non-cash, totaling nearly $1.4 billion on a pretax basis.
The action is viewed by Fitch as a move to a more conservative
accounting approach along with a more conservative, disciplined
approach to growth in the Fire & Security segment. The extensive
nature of the internal investigations since 2002 has reduced the
likelihood of further significant charges.

Liquidity, while improving, remains a constraining factor in the
ratings. At March 31, 2003, Tyco's debt totaled $21.8 billion.
Projected free cash flow, along with planned debt retirement of
$4.5 billion (assuming $2.5 billion of convertible debt is put
by the holders in November), would leave the company with debt
of $17.3 billion and cash balances of $464 million as of Dec.
31, 2003. While this cash level is well below Tyco's historical
levels, additional liquidity is available under a $1.5 billion
bank facility expiring Jan. 30, 2004 that is currently undrawn.
In addition, Tyco could consider issuing modest amounts of new
debt given its improved access to capital. After December,
continuing cash flow and limited debt maturities (approximately
$900 million in calendar 2004 and $800 million in 2005) should
allow Tyco to begin rebuilding cash balances.

Despite modest debt reduction during the past 12 months, weak
operating earnings have had a negative impact on leverage as
measured by debt/EBITDA of 4.0 times at March 31, 2003. A small
rebound in margins since the fiscal fourth quarter of 2002 may
signal an improving trend in EBITDA and cash flow that would
have a positive effect on the ratings if borne out in future
periods. Cash flow is supported by Tyco's emphasis on minimizing
working capital and capital expenditures, minimal TyCom
expenditures and moderating losses, no significant acquisition
spending outside of ADT dealer contracts, and limited share
repurchases. These benefits will be reduced during the near
future by any pension contributions and by cash spending against
reserves for restructuring, purchase accounting and
holdback/earn-out liabilities that totaled just over $1.0
billion at March 31, 2003. While liquidity will be somewhat
constrained through the end of 2003, free cash flow still is
expected to remain positive despite weak economic conditions,
potentially providing further confidence to lenders and
opportunities to extend debt maturities.


UNITED AIRLINES: Committee Gets Nod to Hire Saybrook as Advisors
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of UAL
Corporation/United Airlines Inc., obtained the Court's authority
to retain Saybrook Restructuring Advisors as its financial
advisors, nunc pro tunc to December 27, 2002.

The Committee expects Saybrook to:

   a) evaluate the Debtors' business plans;

   b) assess airline operational strategies;

   c) evaluate managerial issues and effectiveness;

   d) monitor and report on capital markets for the airline
      industry;

   e) evaluate the Debtors' debt capacity and measure projected
      cash flow;

   f) review third party enterprise valuations of the Debtors
      and provide an independent enterprise valuation;

   g) evaluate potential refinancing, restructuring or
      modification of securities placement of the Debtors;

   h) review proposed material expenditures;

   i) review and provide a strategic assessment of all proposed
      Chapter 11 plans;

   j) review, analyze and value any new securities proposed
      under the Plan;

   l) assist the Committee in negotiations with other parties;

   k) assist the Committee in analyses of airline operations,
      regulatory environment and administrative agencies;

   l) prepare documentation to support or oppose a Plan;

   m) review any proposed disposition of material assets;

   n) provide specific valuations and a liquidation analysis of
      the Debtors;

   o) participate in hearings before the Court;

   p) identify and pursue potential buyers for the Debtors or
      segments of the Company;

   q) prepare for and attend meetings of the Committee; and

   r) provide other financial advisory services as the Committee
      requests from time to time.

Saybrook will receive $250,000 per month from January through
June 2003, and will receive $200,000 per month thereafter.  If a
Plan is confirmed or there is a sale transaction, Saybrook will
be entitled to an incentive fee based on the percent by which
the value of consideration to Bondholders increases over the
median value of the Bonds on December 30, 2002, based on a
trading price of $.0983.  Saybrook will be entitled to an
incentive fee of $7,500,000 for a 50% increase, and a pro rata
fee if the increase is between 0% and 50%, calculated in $10,000
increments. (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, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=UAL04USR1for
real-time bond pricing.


U.S. INDUSTRIES: Shareholders Approve Change of Company's Name
--------------------------------------------------------------
U.S. Industries, Inc. (NYSE:USI), a leading manufacturer of bath
and plumbing products -- led by the Jacuzzi(R) and Zurn(R) brand
names, and premium Rainbow(R) vacuum cleaner systems --
announced that shareholders of record, at a special shareholder
meeting held here Wednesday, voted to change the name of the
Company to Jacuzzi Brands, Inc.

The change will be effective with the requisite filing with the
State of Delaware on June 5, 2003.

At the opening of the New York Stock Exchange on June 6, 2003,
the Company's new ticker symbol will be "JJZ" and the trading
will commence under the Company's new name. The new Cusip number
will be 469 865 10 9.

The Company stated that the name change will not affect the
validity of currently outstanding stock certificates. The
Company's current stockholders will not be required to surrender
or exchange any stock certificates that they now hold and should
not send such certificates to the Company or its transfer agent
for exchange.

Jacuzzi Brands is a leading international manufacturer of
branded bath and plumbing products for residential and
commercial markets and a leader in premium vacuum cleaners. The
Company's widely recognized brands include Jacuzzi(R), Eljer(R),
Sundance(R), Zurn(R) and Wilkins(R) brand bath and plumbing
products, as well as Rainbow(R) brand vacuum cleaner systems.
The Company operates manufacturing facilities in the United
States, Europe and South America. Sales from continuing
operations for FY2002 were $1.1 billion.

As reported in Troubled Company Reporter's February 18, 2003
edition, Fitch Ratings assigned 'B' ratings to U.S. Industries,
Inc.'s 11.25% senior secured notes and its senior secured bank
facilities and upgraded the rating on USI's 7.25% senior secured
notes to 'B' from 'B-' and removed it from Rating Watch
Negative. Fitch Ratings also assigned an indicative senior
unsecured rating of 'B-' to USI. The Rating Outlook is Stable.
In addition, Fitch's 'D' rating on USI's 7.125% senior secured
notes was withdrawn. The rating actions affect approximately
$580 million of debt.


WEIRTON STEEL: Gets Blessing to Pay Prepetition Tax Obligations
---------------------------------------------------------------
In the ordinary course of its business, Weirton Steel Corp.,
collects trust fund taxes from its employees, customers and
other third parties and holds them for a period of time before
remitting them to the appropriate taxing authorities.
Generally, these Trust Fund Taxes are paid timely in arrears.
Weirton estimates that it remits an average of approximately
$5,600,000 in Trust Fund Taxes pertaining to payroll
withholdings and approximately $50,000 in other Trust Fund Taxes
per month.

Prior to the Petition Date, Weirton paid many of the Trust Fund
Taxes that accrued.  However, certain Taxing Authorities either
were not paid because the subject Trust Fund Taxes, while
accruing prepetition, are not due and payable until the
postpetition period, or the Taxing Authorities were sent checks
that may or may not have been presented or cleared as of the
Petition Date.

According to Robert G. Sable, Esq., at McGuireWoods LLP, in
Pittsburgh, Pennsylvania, the Trust Fund Taxes that Weirton has
collected or withheld are held in trust for the benefit of those
third parties to whom payment is owed or on behalf of whom
payment is being made.  The Trust Fund Taxes are not property of
the estate within the meaning of Section 541 of the Bankruptcy
Code.

If not paid promptly, Mr. Sable fears that some of the Taxing
Authorities may cause Weirton to be audited, and the audits
would divert Weirton's attention from the reorganization
process. Moreover, Mr. Sable continues, many Taxing Authorities
may seek to impose personal liability on Weirton's officers and
directors for Trust Fund Taxes that were collected but not
remitted.  Thus, to the extent any Trust Fund Taxes remain
unpaid, Weirton's officers and directors may be subject to
audits, lawsuits or even criminal prosecution on account of non-
payment during the pendency of this Chapter 11 case.  Hence, Mr.
Sable asserts, the timely payment of the Trust Fund Taxes to the
Taxing Authorities is necessary.

Mr. Sable also relates that Weirton is subject to a variety of
licensing requirements and other regulations relating to its
business operation of its business.  The Regulations cover a
wide range of activities, including, inter alia, business
licenses, state qualifications to do business and other permits
that relate to business operations.  Weirton's failure to
continue to comply with any of the Regulations, including the
posting of surety bonds or cash deposits, could severely impact
business operations and ultimately, its reorganization efforts.
Mr. Stable notes that majority of the state and national
agencies and governments responsible for monitoring compliance
with these Regulations have the ability under applicable law to
suspend or revoke Weirton's operating licenses if it fails to
comply with the Regulations.

In the case at bar, Mr. Sable points out that creditors will not
be prejudiced by the proposed payment of prepetition amounts
related to the taxes and the regulatory and licensing fees.  To
the contrary, payments will inure to their benefit through the
unabated continuation of Weirton's business operations.  Mr.
Sable submits that compliance with the requirements imposed by
the regulatory and taxing authorities is not only warranted, but
also necessary to preserve Weirton's ability to successfully
reorganize.

Accordingly, Weirton sought and obtained the Court's authority
to:

    (a) pay prepetition sales, use, and other trust fund taxes;
        and

    (b) continue to comply with applicable national and state
        licensing and regulatory requirements, including
        obtaining surety bonds or posting cash deposits.
        (Weirton Bankruptcy News, Issue No. 3; Bankruptcy
        Creditors' Service, Inc., 609/392-0900)


WELLS FARGO: Fitch Rates Two Class B Ser. 2003-4 Notes at BB/B
--------------------------------------------------------------
Wells Fargo Mortgage Backed Securities 2003-4 Trust, residential
mortgage pass-through certificates classes A-1 through A-18, A-
PO, A-R and A-LR ($486,921,971) are rated 'AAA' by Fitch
Ratings. In addition, class B-1 ($6,255,000) is rated 'AA',
class B-2 ($3,003,000) is rated 'A', class B-3 ($1,751,000) is
rated 'BBB', class B-4 ($1,001,000) is rated 'BB', and class B-5
($751,000) is rated 'B' by Fitch Ratings.

The 'AAA' rating on the senior certificates reflects the 2.70%
subordination provided by the 1.25% class B-1, the 0.60% class
B-2, the 0.35% class B-3, the 0.20% privately offered class B-4,
the 0.15% privately offered class B-5, and the 0.15% privately
offered class B-6. Classes B-1, B-2, B-3, B-4, and B-5 classes
are rated 'AA', 'A', 'BBB', 'BB' and 'B', respectively, based on
their respective subordination.

The ratings also reflect the high quality of the underlying
collateral, the integrity of the legal and financial structures
and the servicing capabilities of Wells Fargo Home Mortgage,
Inc., rated 'RPS1' by Fitch.

The mortgage pool consists of fully amortizing, one-to four-
family, fixed interest rate, first-lien mortgage loans,
substantially all of which have original terms to maturity of
approximately 30 years. The weighted average original loan-to-
value ratio for the mortgage loans in the pool is approximately
64.35%. The average balance of the mortgage loans is $457,017
and the weighted average coupon of the loans is 6.068%. The
weighted average FICO credit score is 740. The states that
represent the largest portion of mortgage loans are California
(49.00%), New York (6.37%), and Massachusetts (4.07%). None of
the mortgage loans are 'high cost' loans as defined under any
local, state or federal laws.

Approximately 99.68% of the mortgage loans were originated in
conformity with WFHM's standard underwriting standards. The
remaining 0.32% of the mortgage loans were purchased by WFHM in
bulk purchase transactions. WFHM sold the loans to Wells Fargo
Asset Securities Corporation, a special purpose corporation, and
deposited the loans into the trust. The trust issued the
certificates in exchange for the mortgage loans. Wells Fargo
Bank Minnesota, N.A., an affiliate of WFHM, will act as master
servicer and custodian, and Wachovia Bank, N.A. will act as
trustee. For federal income tax purposes, an election will be
made to treat the trust as two real estate mortgage investment
conduit.


WESTERN WIRELESS: Commences $100-Mill. Conv. Sub. Notes Offering
----------------------------------------------------------------
Western Wireless Corporation (Nasdaq:WWCA) intends to sell $100
million of Convertible Subordinated Notes due 2023. The notes
will be offered to qualified institutional buyers in an
unregistered offering pursuant to Rule 144A under the Securities
Act of 1933. Western Wireless will grant the initial purchasers
an option to purchase up to an additional $15 million principal
amount of the notes. The notes will be convertible into Western
Wireless Class A common stock. The net proceeds of the offering
will be used for general corporate purposes.

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

Western Wireless Corporation, located in Bellevue, Washington,
was formed in 1994 through the merger of previously unrelated
rural wireless companies. Following the merger, Western Wireless
continued to invest in rural cellular licenses, acquired six PCS
licenses in the original auction of PCS spectrum in 1995 through
its VoiceStream subsidiary, and made its first international
investment in 1996. Western Wireless went public later in 1996
and completed the spin-off of VoiceStream in 1999. Western
Wireless now serves over 1.1 million subscribers in 19 western
states under the Cellular One(R) and Western Wireless(R) brand
names. Through its subsidiaries, Western Wireless is licensed to
offer service in nine foreign countries.

As reported in Troubled Company Reporter's April 8, 2003
edition, Standard & Poor's Ratings Services lowered the
corporate credit and secured bank loan ratings on Western
Wireless Corp. to 'B-' from 'B' and the company's subordinated
debt rating to 'CCC' from 'CCC+'. The downgrade reflects the
impact of lower roaming yield and the anticipated GSM (Global
System for Mobile Communications) network buildout by national
carriers on the company's future roaming revenue growth. It also
reflects uncertainty related to the company's ability to meet
increasing debt maturities commencing in 2003 and overall slower
industry growth.


WESTPOINT: Asks Court to Allow Use of Lenders' Cash Collateral
--------------------------------------------------------------
WestPoint Stevens' mountain of debt primarily falls into four
buckets:

    $447,795,000 owed under the Senior Credit Facility; plus
      $2,005,664 of accrued interest as of Dec. 31, 2002; and
     $34,685,275 on account of undrawn letters of credit.
                 WestPoint Stevens, as Borrower, and WestPoint
                 Stevens (UK) Limited and WestPoint Stevens
                 (Europe) Limited, as Foreign Borrowers, entered
                 into a Second Amended and Restated Credit
                 Agreement dated as of June 9, 1998, providing
                 Revolving Loans, the Foreign Currency Loan
                 Subfacility, and the Letter of Credit
                 Subfacility in the original aggregate principal
                 amount of $800,000,000, among the several banks
                 and other financial institutions from time to
                 time parties thereto, Bank of America, N.A., as
                 Issuing Lender, Swingline Lender, and
                 Administrative Agent.

    $165,000,000 owed under the Second-Lien Facility plus
      $2,305,479 of accrued interest as of December 31, 2002.
                 The "Second-Lien Facility" consists of a
                 $165.0 million Second-Lien Credit Facility,
                 dated as of June 29, 2001, among WestPoint
                 Stevens, as Borrower, the banks and other
                 financial institutions from time to time
                 parties thereto, and Deutsche Bank Trust
                 Company Americas (f/k/a Bankers Trust Company),
                 as Administrative Agent

    $525,000,000 owed to the holders of the 7-7/8 % senior
                 unsecured notes due 2005, issued pursuant to
                 that certain Indenture, dated as of
                 June 9, 1998, with The Bank of New York, as
                 Trustee.  These Senior Notes are general
                 unsecured obligations of WPSTV and rank pari
                 passu in right of payment with all existing or
                 future unsubordinated indebtedness of WPSTV and
                 senior in right of payment to all subordinated
                 indebtedness of WPSTV.

    $475,000,000 owed to the holders of the 7-7/8 % senior
                 unsecured notes due 2008, issued pursuant to
                 that certain Indenture, dated as of
                 June 9, 1998, with The Bank of New York, as
                 Trustee.  These Senior Notes are general
                 unsecured obligations of WPSTV and rank pari
                 passu in right of payment with all existing or
                 future unsubordinated indebtedness of WPSTV and
                 senior in right of payment to all subordinated
                 indebtedness of WPSTV.

Valid, perfected and enforceable liens on substantially all of
the Company's assets secure repayment of the secured debt
obligations, and the Banks are oversecured, John J. Rapisardi,
Esq., at Weil, Gotshal & Manges tells Judge Drain.

Thos liens -- and the Banks' collateral -- includes all the
Debtors' cash and cash that will be generated from the
collection of receivables and sale of inventory.  To maintain
its business operations, the Debtors need access to that cash.

Mr. Rapisardi reminds Judge Drain that, pursuant to section
363(c)(2) of the Bankruptcy Code, a debtor in possession may not
use cash collateral without the consent of the secured party or
court approval. Section 363(e) restricts a debtor's ability to
dip into a lender's cash collateral unless the lender's liens
are adequately protected.  The determination of adequate
protection is a fact specific inquiry to be decided on a case-
by-case basis. See In re O'Connor, 808 F.2d 1393, 1396 (10th
Cir. 1987); In re Martin, 761 F.2d 472 (8th Cir. 1985). The
focus of the requirement is to protect a secured creditor from
diminution in the value of its interest in the particular
collateral during the period of use. See In re Kain, 86 B.R.
506, 513 (Bankr. W.D. Mich. 1988); Delbridge v. Production
Credit Assoc. and Federal Land Bank, 104 B.R. 824 (E.D. Mich.
1989); In re Beker Indus. Corp., 58 B.R. 725, 736 (Bankr.
S.D.N.Y. 1986); In re Ledgemere Land Corp., 116 B.R. 338, 343
(Bankr. D. Mass. 1990).

The Debtors have negotiated with the Lenders and propose a
basket of protections the Lenders agree are adequate to permit
the Debtors continued post-petition to their cash collateral:

Subject to final approval following appointment of a creditors'
committee and their review of the arrangement, Judge Drain
authorizes the Debtors to continue using the Lenders cash
collateral in exchange for these protections:

  (a) the Lenders are granted a superpriority claim
      immediately junior to claims arising under the New
      Debtor-in-Possession financing facility and post-
      petition replacement liens on and security interests
      in substantially all of the assets of the Debtors
      having a priority immediately junior to the priming
      and other liens granted in favor of the DIP Agent and
      the DIP Lenders;

  (b) Monthly payment of current interest and letter of
      credit fees at the applicable non-default rates
      provided for under the Prepetition Credit
      Facilities;

  (c) Continuation of payment of the fees of the Prepetition
      Agents, including payment of the reasonable fees and
      disbursements of the Prepetition Agents'
      professionals;

  (d) At any time prior to either termination or
      indefeasible payment of all obligations arising under
      the DIP Facility, if the Debtors sell any of their
      real property, or any machinery or equipment on such
      property, which constitutes prepetition collateral of
      the First Priority Prepetition Lenders, then the net
      proceeds of that sale will be distributed as follows:

      (1) The First Priority Prepetition Lenders shall be
          entitled to the entirety of such net proceeds, if
          there is no Event of Default under the DIP
          Facility, and the Debtors have availability under
          the DIP Facility equal to or more than $75
          million, until after the sooner to occur of:

          (x) the receipt of $25 million of aggregate net
              proceeds by the First Priority Prepetition
              Lenders or

          (y) the gross proceeds from the sale of Fixed
              Assets total $50 million in the aggregate;

      (2) Thereafter, the DIP Lenders will be entitled to
          50% of the net proceeds and the First Priority
          Prepetition Lenders shall be entitled to 50% of
          the net proceeds, if there is no Event of Default
          under the DIP Facility, and the Debtors have
          availability under the DIP Facility equal to or
          more than $75 million; and

      (3) The DIP Lenders will be entitled to the entirety
          of the net proceeds if either an Event of Default
          has occurred and is continuing under the DIP
          Facility or the Debtors have availability under
          the DIP Facility of less than $75 million.

  (e) No requirement to extend or renew any of letters of
      credit issued under the First Priority Prepetition
      Facility and in the event of a draw on any such
      letters of credit, unless the Debtors are able to
      cause the  beneficiary to rescind such draw, the
      Debtors shall reimburse the Prepetition Lenders in the
      amount paid with respect to such draw;

  (f) No assertion by the Debtors of any claim for costs or
      expenses of administration of the Debtors' chapter 11
      cases against any of the Prepetition Lenders'
      collateral pursuant to Section 506(c) of the
      Bankruptcy Code; and

  (g) Receipt of all financial information provided to the
      DIP Lenders. (WestPoint Bankruptcy News, Issue No. 1;
      Bankruptcy Creditors' Service, Inc., 609/392-0900)


WILLIAMS COMPANIES: Firming-Up New $800 Million Credit Facility
---------------------------------------------------------------
Williams (NYSE: WMB) is finalizing a new $800 million credit
facility primarily for the purpose of issuing letters of credit.
The company expects to complete the credit agreement by mid-
June.

The new financing package would replace an existing $1.1 billion
credit line entered into last summer that was comprised of a
$700 million secured revolving facility and a $400 million
letter of credit facility.

The majority of the company's midstream gas and liquids assets
back the current agreement that is being replaced by the new
two-year, cash-collateralized $800 million agreement.  The new
agreement releases the midstream assets as credit backing.  Cash
collateral would be posted only to the extent that letters of
credit are issued under the facility.

Citigroup Global Markets Inc. and Banc of America Securities LLC
are joint lead arrangers and joint book runners for the new
credit facility.

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

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

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

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


WORLDCOM INC: Stockholders' Boycott Gathers Momentum
----------------------------------------------------
A group of WorldCom stockholders has announced that over 2,500
customers of WorldCom/MCI Inc., (OTC Bulletin Board: WCOEQ,
MCWEQ), intend to cancel their long distance or internet service
with the "new MCI", if the company's current bankruptcy
reorganization plan is approved.

"The current reorganization plan would essentially eliminate the
company's debt, but it would also transfer 100% ownership of the
'new MCI' to the current bondholders and leave the current
WorldCom and current MCI stockholders with nothing." said Neal
Nelson, a spokesperson for the group. "The stockholders favor an
alternate plan with partial debt reduction, where the
bondholders would take over partial ownership of the new company
and the original stockholders would be given some equity in the
new firm."

"Through total domination of the bankruptcy committees, the
bondholders have prevented consideration of a compromise plan,"
continued Nelson. "The only avenue left for effective protest
against the current plan is to threaten a boycott of the 'new
MCI'."

Any current, or possible future, WorldCom/MCI customer can help
support the stockholders by sending an empty email message to:
cancel.mci@nna.com .

By sending an email, an individual would be stating that, if the
bankruptcy plan is approved in its current form, that individual
does not intend to do business with the "new MCI".

More information about this threatened boycott can be found on
the WorldCom/MCI Stockholder Web Site at http://www.wcom-iso.com

Stockholders that are interested in the group, but do not have
access to the World Wide Web, may contact the group's
spokesperson, Neal Nelson, at (847) 851-8900, email:
neal@nna.com.

The stockholder group is totally independent and is not
sponsored by, associated with or endorsed by WorldCom/MCI, Inc.,
any of its officers or affiliated companies.


WORLDCOM INC: Court Approves Rejection of ACOM & ABIZ Contracts
---------------------------------------------------------------
Worldcom Inc., and its debtor-affiliates obtained the Court's
authority to reject the Service Orders with Adelphia Business
Solutions and Adelphia Communications to coincide with the 30-
day notice of termination under the Service Orders.  By
rejecting the Service Orders, WorldCom will save its bankruptcy
estates $362,400 per month, or $4,348,800 per annum, for
circuitry that WorldCom deems unnecessary.

                          Backgrounder

UUNET Technologies Inc. entered into a Master Services Agreement
with Adelphia Business Solutions, Inc. effective as of July 26,
2000 pursuant to which the parties entered into a Primary Rate
Interface Service Schedule also effective as of July 26, 2000.
Pursuant to the PRI Service Schedule, UUNET had the right to
enter into an agreement for the use of a specific PRI circuit on
ABIZ's telecommunications network by issuing a service order.
UUNET issued a number of service orders for PRI circuits.
Specifically, these service orders include service orders for
1,177 PRI circuits, which UUNET is no longer utilizing and thus
provides no benefit to its bankruptcy estates.  The total annual
cost under the Service Orders is $4,348,8002.

Based on representations made by ABIZ in its bankruptcy case and
by Adelphia Communications Corporation in its separately
administered bankruptcy case, in two separate transactions in
December 2000 and October 2001, ACOM acquired certain assets,
including contract rights, from ABIZ.  Further, at the time of
the Acquisition, ACOM owned 79% of the outstanding stock of
ABIZ.  ABIZ and ACOM have indicated that it is unclear whether
all of the assets and contracts, which were to be assigned in
connection with the Acquisition were in fact legally transferred
or assigned. (Worldcom Bankruptcy News, Issue No. 29; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Worldcom Inc.'s 8.000% bonds due 2006
(WCOE06USR2) are trading at about 28 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCOE06USR2
for real-time bond pricing.


* Avail Consulting Expands Services through New York Office
-----------------------------------------------------------
Avail Consulting, LLC has opened its practice in the New York
marketplace according to Founders and Senior Managing Directors
Warren K. White and E.J. Huntley.

Pamela O'Neill will serve as the Managing Director of Avail
Consulting, LLC's practice in New York and also as Avail's
National Director of Dispute Consulting Services. Formerly,
O'Neill was a Principal with the Deloitte & Touche Financial
Advisory Services Practice, where she served as the National
Coordinator for Dispute Consulting Services and the National
Coordinator for Financial Services for the valuation practice.
Also joining Avail from Deloitte & Touche, are Nicholas Durante
III, Michael Ballou, and David Benick. John Haas has also joined
Avail from Standard & Poor's. They will assist O'Neill in
leading Avail's New York office.

O'Neill's more than 15 years of financial analysis experience
includes advising clients for the purposes of aiding
negotiations, pricing and structuring mergers, acquisitions and
divestitures. She also provides valuation services for
compliance with SFAS 141 and 142, business dispute, bankruptcy,
reorganizations, liquidations, shareholder dissolution, and gift
and estate tax planning and compliance. O'Neill's industry
experience includes but is not limited to: financial services,
retail, telecommunications, software developers, publishing,
engineering services firms, manufacturers and utilities. She has
been retained as an expert witness in numerous litigation
consulting engagements. She has also testified as an expert
witness before the New York Stock Exchange Arbitration Panel.

Tax Depreciation Services are also offered as a part of Avail's
platform. The Tax Depreciation service line includes cost
segregation and proactive cost recovery services for real estate
assets recently acquired or constructed. John Mason, who joined
from KPMG, LLP., heads Avail Consulting's Tax Depreciation
service line. Roy King will assist in leading the Tax
Depreciation group. King has also joined Avail from KPMG, LLP.

Avail Consulting, LLC is an independent valuation national
consulting firm with offices in Houston, New York, and Dallas.
Avail specializes in financial advisory, real estate valuation
and consulting, tax depreciation and equipment valuation
services. The firm's valuation and consulting services stand
independent and free from conflicts due to the lack of any
services such as auditing that would compromise independence.

Avail's New York office is located at 104 5th Ave. 11th Floor,
New York, NY 10011. The New York office phone number is 212-659-
0555.

Avail is headquartered at 2929 Allen Parkway, Suite 1500,
Houston, TX 77019. Avail's phone number is 713-292-2828.

Visit the Avail Web site at http://www.avail-usa.comfor a
complete discussion of services.


* Houlihan Lokey Howard & Zukin Acquires Media Connect Partners
---------------------------------------------------------------
Houlihan Lokey Howard & Zukin, an international investment bank,
has acquired Media Connect Partners, a provider of financial
advisory services to media, entertainment, sports and
communications companies.

The acquisition brings on board three veteran media and
entertainment business executives whose operational experience
complements the financial and transactional expertise of
Houlihan Lokey. Their arrival comes as the media and
entertainment industries are undergoing a dramatic period of
transition, one that may give rise to a greater pace of M&A
activity and business creation, especially in the middle market.

Gary Adelson, Tracy Dolgin and Jon Richmond, founders of Los
Angeles-based Media Connect Partners, join Houlihan Lokey as
managing directors heading the firm's Media & Entertainment
Investment Banking Group. The three have deep experience running
companies and business units in the sports, cable, digital
media, theme parks, video gaming, film, television, technology
and related industries.

Bob Hotz, senior managing director and head of investment
banking at Houlihan Lokey, welcomed Adelson, Dolgin and Richmond
to the firm. "Gary, Tracy and Jon's combination of real-life
operating experience with Houlihan Lokey's long-time advisory
and transactional expertise will make us a formidable team,"
Hotz said. "They will be invaluable in advancing our media and
entertainment practice."

Houlihan Lokey Howard & Zukin has leading M&A and corporate
finance practices focused on the middle market as well as the
largest financial restructuring practice of any investment bank
in the world and a well- established financial advisory
practice.

"Some of the largest industry players are seeking to divest
assets and operations in order to focus on their core business
lines," Richmond said. "At the same time, many of these
companies need to create new businesses to serve their need for
products and services, but because of debt burdens, lack the
resources to do so."

The result, Dolgin said, "will be restructurings and
divestitures for years to come. That in turn will give rise to
new middle-market companies as well as buyout opportunities for
existing middle-market companies. Houlihan Lokey is ideally
suited to address this industry transition, thanks to the firm's
well-established middle-market M&A and financing focus, and its
restructuring and advisory practices."

Adelson said, "Tracy, Jon and I come to the firm as operating
guys who have run businesses in media. The combination of our
operating skills, experience and relationships with Houlihan
Lokey's financial acumen gives us a competitive advantage over
other investment banks in the media field."

Adelson, Dolgin and Richmond held a variety of executive
positions before co-founding Media Connect Partners.

Adelson was a managing partner at EastWest Venture Group and
before that chairman of ICS, a telephone and cable company. He
was also a partner in Adelson-Baumgarten, a film and television
production and management company. Earlier, he was an executive
producer and producer at Lorimar Productions. He received a B.A.
in Economics from U.C.L.A.

Dolgin held several senior-level positions at Fox, including
president of Fox Sports Net, chief operating officer of Fox
Liberty Cable and executive vice president of marketing for Fox
Sports. He also served as a senior vice president of marketing
for HBO Video. He received a B.S. from Cornell University and an
M.B.A. from the Stanford Graduate School of Business.

Richmond was president of News Digital Media, the digital arm of
News Corp., and prior to that, was president of Fox Interactive,
Fox Filmed Entertainment's video game publisher. Earlier, he
held several senior level positions at The Walt Disney Company
including senior vice president of Walt Disney Attractions and a
senior position within the company's Corporate Legal and Finance
Departments. He received a B.A. in Economics from U.C. Berkeley
and a J.D. from U.C.L.A.

Houlihan Lokey Howard & Zukin, an international investment bank
established in 1970, provides a wide range of services,
including mergers and acquisitions, financing, financial
opinions, board advisory services, financial restructuring, and
merchant banking. The firm has ranked among the top 20 M&A
advisors in the U.S. for the past 11 years, and it has the
largest financial restructuring practice of any investment bank
in the world. The firm has over 500 employees in nine offices in
the United States and the United Kingdom. It annually serves
more than 1,000 clients ranging from closely held companies to
Global 500 corporations. For more information, visit Houlihan
Lokey's Website at http://www.hlhz.com


* BOOK REVIEW: Risk, Uncertainty and Profit
-------------------------------------------
Author:  Frank H. Knight
Publisher:  Beard Books
Softcover:  381 pages
List Price:  $34.95
Review by Gail Owens Hoelscher

Order your personal copy today at
http://www.amazon.com/exec/obidos/ASIN/1587981262/internetbankrupt


The tenets Frank H. Knight sets out in this, his first book,
have become an integral part of modern economic theory. Still
readable today, it was included as a classic in the 1998 Forbes
reading list. The book grew out of Knight's 1917 Cornell
University doctoral thesis, which took second prize in an essay
contest that year sponsored by Hart, Schaffner and Marx. In it,
he examined the relationship between knowledge on the part of
entrepreneurs and changes in the economy. He, quite famously,
distinguished between two types of change, risk and uncertainty,
defining risk as randomness with knowable probabilities and
uncertainty as randomness with unknowable probabilities. Risk,
he said, arises from repeated changes for which probabilities
can be calculated and insured against, such as the risk of fire.
Uncertainty arises from unpredictable changes in an economy,
such as resources, preferences, and knowledge, changes that
cannot be insured against. Uncertainty, he said "is one of the
fundamental facts of life."

One of the larger issues of Knight's time was how the
entrepreneur, the central figure in a free enterprise system,
earns profits in the face of competition. It was thought that
competition would reduce profits to zero across a sector because
any profits would attract more entrepreneurs into the sector and
increase supply, which would drive prices down, resulting in
competitive equilibrium and zero profit.

Knight argued that uncertainty itself may allow some
entrepreneurs to earn profits despite this equilibrium.
Entrepreneurs, he said, are forced to guess at their expected
total receipts. They cannot foresee the number of products they
will sell because of the unpredictability of consumer
preferences. Still, they must purchase product inputs, so they
base these purchases on the number of products they guess they
will sell. Finally, they have to guess the price at which their
products will sell. These factors are all uncertain and
impossible to know. Profits are earned when uncertainty yields
higher total receipts than forecasted total receipts. Thus,
Knight postulated, profits are merely due to luck. Such
entrepreneurs who "get lucky" will try to reproduce their
success, but will be unable to because their luck will
eventually turn.

At the time, some theorists were saying that when this luck runs
out, entrepreneurs will then rely on and substitute improved
decision making and management for their original
entrepreneurship, and the profits will return. Knight saw
entrepreneurs as poor managers, however, who will in time fail
against new and lucky entrepreneurs. He concluded that economic
change is a result of this constant interplay between new
entrepreneurial action and existing businesses hedging against
uncertainty by improving their internal organization.

Frank H. Knight has been called "among the most broad-ranging
and influential economists of the twentieth century" and "one of
the most eclectic economists and perhaps the deepest thinker and
scholar American economics has produced." He stands among the
giants of American economists that include Schumpeter and Viner.
His students included Nobel Laureates Milton Friedman, George
Stigler and James Buchanan, as well as Paul Samuelson. At the
University of Chicago, Knight specialized in the history of
economic thought. He revolutionized the economics department
there, becoming one the leaders of what has become known as the
Chicago School of Economics. Under his tutelage and guidance,
the University of Chicago became the bulwark against the more
interventionist and anti-market approaches followed elsewhere in
American economic thought. He died in 1972.

                          *********

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 ***