TCR_Public/030609.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Monday, June 9, 2003, Vol. 7, No. 112

                           Headlines

ACTV INC: Fails to Comply with Nasdaq Min. Listing Requirements
ALLIANCE TOBACCO: Securing OK to Tap Dean Dorton as Accountants
ALTAIR NANOTECHNOLOGIES: Receives 90-Day Extension from NASDAQ
AMERCO: Continues to Suspend Payment of Preferred Dividend
AMERICAN SEAFOODS: S&P Places Ratings on CreditWatch Positive

APPLIED DIGITAL: Inks Purchase Pacts for Additional 12.5M Shares
ASIA GLOBAL CROSSING: Court Denies Unsecured Panel's Motion
ATLANTIC COAST AIRLINES: Reports 17.7% Increase in May Traffic
BANK OF AMERICA: Fitch Ups & Affirms 92 Securitization Ratings
BASIS100: Debentureholders Okay CLS Business Sale to FiLogix

BEACON HILL CBO: Fitch Cuts Class C-1 & C-2 Note Ratings to BB
BEAR STEARNS: Fitch Takes Rating Actions on 12 Securitizations
BETHLEHEM: Rejects Healthcare Services Pact with Corp. Health
CADENCE RESOURCES: Williams & Webster Airs Going Concern Doubts
CALL-NET ENTERPRISES: Names Roy Gordon as CFO Effective Today

CALPINE: Power Contract Unit Selling $800-Mill. of Senior Notes
CARECENTRIC INC: Inks Merger Agreement with Investor Group
CAREMARK RX: S&P Ups Rating on $450MM 7.375% Senior Notes to BB+
CONSECO FIN.: Fitch Junks 4 Vehicle Securitization Classes
CONSECO: US Bank Granted OK to File Consolidated Proof of Claim

CONSOLIDATED FREIGHTWAYS: Auctioning Macon Distribution Facility
CONSOLIDATED FREIGHTWAYS: Auctioning Ft. Lauderdale Facility
CONSOLIDATED FREIGHTWAYS: Auctioning Fayetteville Property
CONSOLIDATED FREIGHTWAYS: New Orleans Facility Goes to Auction
CONSOLIDATED FREIGHTWAYS: Putting Roseburg Land on Auction Block

CONSOLIDATED FREIGHTWAYS: Auctioning-Off Two Kentucky Facilities
CONSOLIDATED FREIGHTWAYS: Selling Durham Distribution Facility
CONSOLIDATED FREIGHTWAYS: Selling Boston Prop. at Jun 18 Auction
CONSOLIDATED FREIGHTWAYS: Will Auction Joplin Assets on June 18
COVANTA: Court Fixes June 27, 2003 Bar Date for Debenture Claims

CREDIT SUISSE: S&P Assigns Ratings to Series 2003-C3 Notes
DAISYTEK INT'L: Nasdaq to Knock-Off Shares Effective Friday
DELTA AIR LINES: Fitch Rates Convertible Senior Notes at B+
DVI INC: Accountant's Resignation Triggers S&P CreditWatch
DYNEGY INC: CEO Williamson Reports on Restructuring Progress

ENRON CORP: Seeks Approval for FBTC Leasing Settlement Agreement
FLEMING COS: Taps Ernst & Young's Services as Internal Auditor
FLEMING COMPANIES: Taps DoveBid to Conduct 4-Day Webcast Auction
FLEMING: Court Approves Roundy's $44 Million Bid for 31 Stores
GENTEK INC: Court Grants Second Exclusivity Period Extension

GENZYME BIOSURGERY: Shareholders Move to Enjoin Forced Exchange
GETTY IMAGES: Improved Cash Flow Spurs S&P to Up Rating to BB-
GLOBAL CROSSING: Court Gives Nod to Emergia Settlement Agreement
HIGH SPEED: Charter Dismissed as Defendant in IPO Litigation
HORIZON NATURAL: Names John J. Delucca as New Board Chairman

INVESCO CBO: Fitch Affirms Class B-2 Notes' Low-B Rating at BB-
JAZZ PHOTO: Engages Cole Schotz as Bankruptcy Counsel
J. CREW GROUP: Reports Slight Increase in May Revenue Results
JC PENNEY: B-Level Ratings on Related Synthetic Deals Cut to BB+
LD BRINKMAN: Turns to Corporate Revitalization for Advice

LEAP WIRELESS: First Amended Plan & Disclosure Statement
MANUFACTURED HOUSING: S&P Drops Class IB-1 Notes Rating to CC
MDC CORP: Reaches Pact to Acquire Minority Shares of Maxxcom Inc
MORGAN STANLEY: S&P Rates Several 2003-IQ4 Mortgage Certificates
NATIONSRENT INC: Seeks Go-Ahead for Three Financing Agreements

NORTHWEST AIRLINES: Flies 5.34B Revenue Passenger Miles in May
NORTHWEST PIPELINE: Completes Exchange Offer for 8.125% Sr Notes
NRG ENERGY: US Trustee Appoints Official Unsecured Panel Members
PACIFIC CROSSING: Court OKs $63 Million Sale to Pivotal Telecom
PACIFIC GAS: Settles Negligence Dispute with Rombauer Cellars

PENN TRAFFIC: Donlin Recano Appointed as Notice and Claims Agent
PREMCOR INC: Prices PRG Unit's $300-Mill. Senior Debt Offering
PREMCOR REFINING: S&P Rates New $250MM Senior Unsec. Debt at BB-
PREMCOR REFINING: Fitch Assigns BB- to New $250M Senior Notes
PRINCETON INSURANCE: Counterparty Credit Rating Dives to Bpi

RIVIERA HOLDINGS: Has Until Sept. 24 to Meet Nasdaq Requirements
SBARRO INC: Poor Performance Prompts S&P to Lower Ratings to B-
SECURITY INTELLIGENCE: Requires Capital Infusion to Fund Ops.
SORRENTO NETWORKS: Completes Capital & Corp. Restructuring Plan
SPIEGEL GROUP: May 2003 Net Sales Slide-Down 11% to $151 Million

SPX CORP: Prices Offering of $300 Million of 6.25% Senior Notes
TECH LABS: Ability to Continue as Going Concern is in Doubt
TENERA INC: Sells e-Learning Business to SkillSoft for $5 Mill.
TIMCO AVIATION: March 31 Balance Sheet Upside-Down by $96.4 Mil.
TIME WARNER: Lauds Appeals Court Decision on Tex. Phone Business

TRICORD SYSTEMS: Successfully Emerges from Bankruptcy Proceeding
TROLL COMMS: Graham Curtin Retained as General Corporate Counsel
UNION ACCEPTANCE: Files Proposed Reorganization Plan in Indiana
UNITED AIRLINES: Court OKs Bain & Co.'s Retention as Consultants
UNITED AIRLINES: May 2003 Revenue Passenger Miles Tumble 13.8%

UNIVERSAL ACCESS: Fails to Maintain Nasdaq Listing Requirements
US AIRWAYS: Katz Tech Demands Administrative Expense Payment
U.S. STEEL: Execs. Carson, Goettge & Foster Retiring this Month
U.S. STEEL: Undertaking Major Senior Management Restructuring
VENTAS INC: Appoints Thomas C. Theobald to Board of Directors

VENTURE HOLDINGS: Joseph Day to Lead Board Committees
WEIRTON STEEL: Wants to Honor A.I. Insurance Finance Agreements
WESTERN WIRELESS: CCC Sub. Note Rating Remains on Watch Negative
WESTPOINT STEVENS: A Look Inside the $300 Million DIP Facility
WILLIAMS COMPANIES: Prices Senior Unsecured Note Public Offering

WILLIAMS COS: Fitch Assigns B+ Rating to $800-Mill. Senior Notes
WORLD AIRWAYS: Stephen Taylor Discloses 5.10% Equity Stake
WORLDCOM: Capella Tells Court Fraud is Widespread and "Systemic"
WORLDCOM INC: Coalition Urges Court to Trash SEC Settlement

* Cadwalader Wickersham & Taft Names Gregory Ballard as Counsel

* BOND PRICING: For the week of June 9 - 13, 2003

                           *********

ACTV INC: Fails to Comply with Nasdaq Min. Listing Requirements
---------------------------------------------------------------
ACTV, Inc. (Nasdaq: IATV) received an additional deficiency
notice from NASDAQ dated May 30, 2003, indicating that as of
March 31, 2003 ACTV is no longer in compliance with the
shareholders' equity requirement of $10,000,000, as set forth in
NASDAQ Marketplace Rules 4450(a)(3) and 4450(b)(1).

ACTV previously received notice of a NASDAQ Staff Determination
on May 9, 2003, indicating that ACTV's common stock would be
delisted from The NASDAQ National Market on May 20, 2003, absent
an appeal by ACTV. The NASDAQ Staff cited as the reason for its
decision the fact that ACTV's common stock price did not comply
with NASDAQ'S $1.00 minimum bid price requirement. ACTV appealed
the NASDAQ Staff Determination and is scheduled to attend a
hearing before a NASDAQ Listing Qualifications Panel to review
the determination of the NASDAQ Staff on June 19, 2003. The
additional shareholders' equity deficiency will, in addition to
the minimum bid price deficiency, be the subject of discussion
at the hearing. Under applicable NASDAQ rules, pending a
decision by the NASDAQ Listing Qualifications Panel, shares of
ACTV common stock will continue to trade on The NASDAQ Stock
Market. No assurance can be given that the Listing
Qualifications Panel will grant ACTV's request for continued
listing.

ACTV, Inc. (Nasdaq: IATV) is a digital media company providing
proprietary technologies, tools, and technical and creative
services for interactive TV advertising, personalized
programming applications and enhanced media. For more
information, visit http://www.actv.com

                          *     *     *

                LIQUIDITY AND CAPITAL RESOURCES

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

"Since our inception, we have not generated revenues sufficient
to fund our operations and have incurred operating losses.
Through March 31, 2003, we had an accumulated deficit of $312.0
million. Our cash position on March 31, 2003 (including short-
term investments) was $43.8 million, compared with $47.8 million
on December 31, 2002. Management believes we have sufficient
cash and short-term investments to fund operations through the
next twelve months.

"Net Cash Used In Operating Activities. During the three-month
period March 31, 2003, we used cash of $3.7 million for
operations, compared with $5.7 million for the three months
ended March 31, 2002. The decrease in net cash used in operating
activities principally relates to changes in assets and
liabilities: accounts receivable decreased and accounts payable
increased during the three months ended March 31, 2003, while
accounts receivable increased and accounts payable decreased
during the corresponding quarter in 2002.

"Net Cash Provided By (Used In) Investing Activities. For the
three month-period ended March 31, 2003, investing activities
provided cash of $2.6 million, compared with $9.3 million in
cash uses from investing activities for the three months ended
March 31, 2002. The change is the result of a decrease in
short-term investments for the three months ended March 31,
2003, compared to an increase in short-term investments for the
three months ended March 31, 2002.

"Net Cash Provided By Financing Activities. We had no
significant cash provided by financing activities for either the
first three months of 2003 or 2002. We have funded, and continue
to fund, our cash requirements from the net proceeds of a
public, follow-on offering completed in February 2000. Through a
group of underwriters, we sold a total of 4.6 million common
shares, resulting in net proceeds of $129.4 million. In
addition, in the year ended December 31, 2000, Liberty Digital,
Inc. invested an additional $20 million in us by exercising a
warrant granted in March 1999, and OpenTV and Motorola invested
a total of $13.0 million in our Digital ADCO subsidiary.

"In April 2002, ACTV Entertainment, Inc., a wholly-owned
subsidiary of ours, signed a multi-year agreement with iN
DEMAND, pursuant to which iN DEMAND has been using our digital
video technology to offer digital cable customers Nascar In Car
on iN DEMAND. ACTV Entertainment's agreement with iN DEMAND,
which covers a total of approximately 90 Nascar races through
2004, obligates ACTV Entertainment to incur certain production
costs, which it estimates will average $170,000 per race."


ALLIANCE TOBACCO: Securing OK to Tap Dean Dorton as Accountants
---------------------------------------------------------------
Alliance Tobacco Corporation asks the U.S. Bankruptcy Court for
the Western District of Kentucky for permission to employ Dean,
Dorton & Ford, PSC as its accountants in this proceeding.

Specifically, Dean Dorton will:

      a) perform reviews of the financial statements of the
         Debtor;

      b) render accounting assistance in connection with reports
         requested by the Court of the Trustee, including
         statements and schedules of financial affairs, monthly
         operating reports and such other reports as may be
         requested by the Office of the United States Trustee or
         parties in interest;

      c) prepare annual federal and state income tax returns for
         the Debtor but provided that when and if the Debtor
         requests any additional services related to rendering a
         tax opinion, a separate written engagement letter in a
         mutually satisfactory form will be entered into between
         Dean Dorton and the Debtor;

      d) testify on financial matters, as necessary;

      e) assist Debtor and its attorney with preparation for
         Court or Trustee Hearings;

      f) assist with litigation; and

      g) as agreed to be Dean Dorton, assist with such other
         accounting and tax matters as the Debtor or its attorney
         may from time to time request.

Elizabeth Zachem Woodward, a member of Dean Dorton, discloses
that her Firm's hourly billing rates range from:

           Shareholder         $180 to $275 per hour
           Manager             $120 to $180 per hour
           Accounting Staff    $ 80 to $110 per hour
           Clerical            $ 45 to $ 60 per hour

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


ALTAIR NANOTECHNOLOGIES: Receives 90-Day Extension from NASDAQ
--------------------------------------------------------------
Altair Nanotechnologies Inc. (Nasdaq:ALTI) has received a letter
from the NASDAQ Stock Market noting that the company meets the
initial listing requirements for NASDAQ SmallCap Market Under
Marketplace Rule 4310(c)(2)(A). Therefore, NASDAQ has provided
the company with an additional 90 calendar days, or until
September 2, 2003, to regain compliance with Marketplace Rule
4310(c)(8)(D), which requires the company securities to have a
minimum bid price of $1.00.

If at any time before September 2, 2003, the bid price of the
company's common stock closes at $1.00 per share or more for a
minimum of 10 consecutive trading days (or such longer period as
NASDAQ deems appropriate), NASDAQ has indicated that it will
provide written notification that the company complies with the
$1.00 minimum bid rule. If compliance with this Rule cannot be
demonstrated by September 2, 2003, NASDAQ has indicated that it
will provide written notification that the Company's securities
will be delisted. At that time, Altair may appeal NASDAQ's
determination to a Listing Qualifications Panel.

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

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

                          *     *     *

                  Current and Expected  Liquidity

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

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

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

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

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


AMERCO: Continues to Suspend Payment of Preferred Dividend
----------------------------------------------------------
AMERCO (Nasdaq: UHAL), announced that as part of its overall
restructuring process it has continued suspension of the
dividend payment on the Company's Series A, 8-1/2 percent
preferred stock (NYSE: AO+A), due June 2, 2003.

AMERCO is the parent company of U-Haul International, Inc.,
Republic Western Insurance Company, Oxford Life Insurance
Company and Amerco Real Estate Company. U-Haul is the largest
do-it-yourself moving and storage operator in North America.

For more information about AMERCO, visit http://www.uhaul.com


AMERICAN SEAFOODS: S&P Places Ratings on CreditWatch Positive
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
American Seafoods Group LLC and its wholly owned subsidiary
American Seafoods Inc. on CreditWatch with positive
implications. Positive implications means that the ratings could
be affirmed or raised following completion of Standard & Poor's
review.

About $620 million of rated debt of Seattle, Washington-based
American Seafoods Group is affected.

The CreditWatch placement follows the recent announcement by
American Seafoods Corp., an affiliate of American Seafoods
Group, that it plans an initial public offering of $450 million
income deposit securities in the U.S. and Canada representing
shares of ASC's common stock and newly issued notes. In
connection with this offering, American Seafoods Group expects
to redeem 35% of the $175 million 10.125% senior subordinated
notes due 2010 and commence a tender offer for the remainder.
The completion of the redemption and tender is a condition of
the IPO.

"Despite the firm's below-average business risk profile,
Standard & Poor's expects that if this transaction is completed
there would be improvement in American Seafoods' financial
profile, which could result in a one-notch upgrade," said
Standard & Poor's credit analyst Jayne M. Ross.
Standard & Poor's will monitor the situation and meet with
management to discuss the company's business strategy and
financial policies in the near term.

American Seafoods Group is one of the largest integrated seafood
companies in the U.S. The company harvests, processes, markets,
and distributes seafood. The company harvests a variety of fish
species and processes seafood into various finished products
both on board its fleet of vessels and at its production
facilities in Alabama and Massachusetts. American Seafoods Group
provides a wide range of fillet, surimi, roe, and block-cut
product offerings made from Alaska Pollock, Pacific cod, sea
scallops, and U.S. farm-raised catfish.

                         *   *   *

On March 29, 2002, Standard & Poor's assigned a 'BB-' minus
corporate credit rating to American Seafoods Group. The rating
outlook is stable.

Simultaneously, Standard & Poor's assigned a 'BB' rating to
American Seafoods Group's planned $390 million senior secured
credit facility. The secured facility is comprised of a $75
million revolving credit facility maturing on
September 30, 2007, a $90 million term loan A facility maturing
on September 30, 2007, and a $225 million term loan B facility
maturing on March 31, 2009.


APPLIED DIGITAL: Inks Purchase Pacts for Additional 12.5M Shares
----------------------------------------------------------------
Applied Digital Solutions, Inc., (Nasdaq:ADSX) an advanced
technology development company, has signed Securities Purchase
Agreements to sell an additional 12.5 million previously
registered shares to the same investors who have already agreed
to purchase 37.5 million shares as announced on May 9, 2003, and
May 23, 2003.

Placement agent, J. P. Carey Securities, made the arrangements
for the sale subject to certain closing conditions. J. P. Carey
is a registered broker-dealer and member of the NASD engaged by
the Company to act as its placement agent under the terms of a
placement agency agreement.

The Company will use the proceeds from this sale towards the
satisfaction of its debt obligation to its senior lender, IBM
Credit LLC. Under the Forbearance Agreement with IBM Credit
(announced on March 27, 2003), the Company has the right to
purchase all of its debt of approximately $95 million (including
accrued interest) with a payment of $30 million by June 30,
2003, subject to continued compliance with the terms of the
Forbearance Agreement. If this payment is made on or before June
30, 2003, Applied Digital would satisfy its full obligation to
IBM Credit. As of this date, the Company is in compliance with
all terms of the Forbearance Agreement.

Applied Digital Solutions is an advanced technology development
company that focuses on a range of life-enhancing, personal
safeguard technologies, early warning alert systems,
miniaturized power sources and security monitoring systems
combined with the comprehensive data management services
required to support them. Through its Advanced Technology Group,
the Company specializes in security-related data collection,
value-added data intelligence and complex data delivery systems
for a wide variety of end users including commercial operations,
government agencies and consumers. Applied Digital Solutions is
the beneficial owner of a majority position in Digital Angel
Corporation (AMEX: DOC). For more information, visit the
Company's Web site at http://www.adsx.com


ASIA GLOBAL CROSSING: Court Denies Unsecured Panel's Motion
-----------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Asia Global Crossing Ltd. and its debtor-affiliates
sought the immediate termination of the Debtors' exclusive
periods, pursuant to Section 1121(d) of the Bankruptcy Code, so
that competing plans may be considered.  Alternatively, the
Committee requested a modification of exclusivity to permit the
Committee alone to file a plan of reorganization. The Court
denied the Committee's motion. (Global Crossing Bankruptcy News,
Issue No. 41; Bankruptcy Creditors' Service, Inc., 609/392-0900)

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


ATLANTIC COAST AIRLINES: Reports 17.7% Increase in May Traffic
--------------------------------------------------------------
Atlantic Coast Airlines (Nasdaq: ACAI) reported preliminary
consolidated passenger traffic results for May 2003. Systemwide,
the company generated 287.0 million revenue passenger miles, a
17.7 percent increase over the same month last year, while
available seat miles rose to 382.0 million, a 5.1% increase.
Load factor was 75.1 percent versus 67.1 percent in May 2002.
For the month, 729,013 passengers were carried, a 20.4 percent
increase over the same month last year.

For the five months ended May 31, 2003, compared to the same
period in 2002, RPMs grew to 1.3 billion, an increase of 20.4
percent, while ASMs were 1.9 billion, a 4.1 percent increase.
The company carried 3,342,512 passengers during the five months
ended May 31, 2003, compared to 2,633,745 in 2002, an increase
of 26.9 percent on a year-over-year basis.

ACA operates as United Express and Delta Connection in the
Eastern and Midwestern United States as well as Canada.  The
company also operates charter flights as ACA Private Shuttle.
ACA has a fleet of 148 aircraft-including 118 regional jets-and
offers over 830 daily departures, serving 84 destinations.

Atlantic Coast Airlines employs over 4,800 aviation
professionals. The common stock of parent company Atlantic Coast
Airlines Holdings, Inc. is traded on the Nasdaq National Market
under the symbol ACAI. For more information about ACA, visit
http://www.atlanticcoast.com

As reported in Troubled Company Reporter's December 11, 2002
edition, Atlantic Coast Airlines Holdings Inc.'s (B-/Negative/-)
rating and outlook by Standard & Poor's were not affected by
United Air Lines Inc.'s (D) filing for Chapter 11 bankruptcy
protection on Dec. 9, 2002.


BANK OF AMERICA: Fitch Ups & Affirms 92 Securitization Ratings
--------------------------------------------------------------
Fitch Ratings took rating actions on the following Bank of
America Mortgage Securities, Inc., mortgage pass-through
certificates:

Bank of America Mortgage Securities, Inc., mortgage pass-through
certificates, series 2001-2

         -- Class A affirmed at 'AAA';
         -- Class B-1 upgraded to 'AAA' from 'AA';
         -- Class B-2 upgraded to 'AAA' from 'A';
         -- Class B-3 upgraded to 'AA' from 'BBB';
         -- Class B-4 upgraded to 'BBB' from 'BB';
         -- Class B-5 upgraded to 'BB' from 'B'.

Bank of America Mortgage Securities, Inc., mortgage pass-through
certificates, series 2001-3

         -- Class A affirmed at 'AAA';
         -- Class B-1 upgraded to 'AAA' from 'AA';
         -- Class B-2 upgraded to 'AAA' from 'A';
         -- Class B-3 upgraded to 'AA' from 'BBB';
         -- Class B-4 upgraded to 'BBB' from 'BB';
         -- Class B-5 affirmed at 'B'.

Bank of America Mortgage Securities, Inc., mortgage pass-through
certificates, series 2001-5

         -- Class A affirmed at 'AAA';
         -- Class B-1 upgraded to 'AAA' from 'AA';
         -- Class B-2 upgraded to 'AAA' from 'A';
         -- Class B-3 upgraded to 'AA' from 'BBB';
         -- Class B-4 upgraded to 'BBB' from 'BB';
         -- Class B-5 upgraded to 'BB' from 'B'.

Bank of America Mortgage Securities, Inc., mortgage pass-through
certificates, series 2001-6 Group 1

         -- Class 1-A affirmed at 'AAA';
         -- Class 1-B-1 upgraded to 'AAA' from 'AA';
         -- Class 1-B-2 upgraded to 'AAA' from 'A';
         -- Class 1-B-3 upgraded to 'AA' from 'BBB';
         -- Class 1-B-4 upgraded to 'A' from 'BB';
         -- Class 1-B-5 affirmed at 'B'.

Bank of America Mortgage Securities, Inc., mortgage pass-through
certificates, series 2001-6 Group 2

         -- Class 2-A affirmed at 'AAA';
         -- Class 2-B-1 upgraded to 'AAA' from 'AA';
         -- Class 2-B-2 upgraded to 'AAA' from 'A';
         -- Class 2-B-3 upgraded to 'AA' from 'BBB';
         -- Class 2-B-4 upgraded to 'A' from 'BB';
         -- Class 2-B-5 upgraded to 'BBB' from 'B'.

Bank of America Mortgage Securities, Inc., Mortgage Pass-Through
Certificates, Series 2001-7

         -- Class A affirmed at 'AAA';
         -- Class B-1 upgraded to 'AAA' from 'AA';
         -- Class B-2 upgraded to 'AA+' from 'A';
         -- Class B-3 upgraded to 'A' from 'BBB';
         -- Class B-4 affirmed at 'BB';
         -- Class B-5 affirmed at 'B'.

Bank of America Mortgage Securities, Inc., mortgage pass-through
certificates, series 2001-9 Group 1

         -- Class 1-A affirmed at 'AAA';
         -- Class 1-B-1 upgraded to 'AAA' from 'AA';
         -- Class 1-B-2 upgraded to 'AAA' from 'A';
         -- Class 1-B-3 upgraded to 'AA' from 'BBB';
         -- Class 1-B-4 upgraded to 'BBB' from 'BB';
         -- Class 1-B-5 affirmed at 'B'.

Bank of America Mortgage Securities, Inc., mortgage pass-through
certificates, series 2001-9 Group 2

         -- Class 2-A affirmed at 'AAA';
         -- Class 2-B-1 upgraded to 'AAA' from 'AA';
         -- Class 2-B-2 upgraded to 'AA' from 'A';
         -- Class 2-B-3 upgraded to 'A' from 'BBB';
         -- Class 2-B-4 upgraded to 'BBB' from 'BB';
         -- Class 2-B-5 upgraded to 'BB' from 'B'.

Bank of America Mortgage Securities, Inc., mortgage pass-through
certificates, series 2001-10 Group 1

         -- Class 1-A affirmed at 'AAA';
         -- Class 1-B-1 upgraded to 'AAA' from 'AA';
         -- Class 1-B-2 upgraded to 'AA+' from 'A';
         -- Class 1-B-3 upgraded to 'A' from 'BBB';
         -- Class 1-B-4 affirmed at 'BB';
         -- Class 1-B-5 affirmed at 'B'.

Bank of America Mortgage Securities, Inc., mortgage pass-through
certificates, series 2001-10 Group 2

         -- Class 2-A affirmed at 'AAA';
         -- Class 2-B-1 upgraded to 'AAA' from 'AA';
         -- Class 2-B-2 upgraded to 'AA+' from 'A';
         -- Class 2-B-3 upgraded to 'A+' from 'BBB';
         -- Class 2-B-4 upgraded to 'BBB+' from 'BB';
         -- Class 2-B-5 upgraded to 'BB+' from 'B'.

Bank of America Mortgage Securities, Inc., mortgage pass-through
certificates, series 2001-12 Group 1

         -- Class 1-A affirmed at 'AAA';
         -- Class 1-B-1 upgraded to 'AAA' from 'AA';
         -- Class 1-B-2 upgraded to 'AA' from 'A';
         -- Class 1-B-3 upgraded to 'A' from 'BBB';
         -- Class 1-B-4 upgraded to 'BBB' from 'BB';
         -- Class 1-B-5 upgraded to 'BB' from 'B'.

Bank of America Mortgage Securities, Inc., mortgage pass-through
certificates, series 2001-12 Group 2

         -- Class 2-A affirmed at 'AAA'.

Bank of America Mortgage Securities, Inc., mortgage pass-through
Certificates, series 2001-A

         -- Class A affirmed at 'AAA';
         -- Class B-1 upgraded to 'AAA' from 'AA';
         -- Class B-2 upgraded to 'AA' from 'A';
         -- Class B-3 upgraded to 'BBB+' from 'BBB';
         -- Class B-4 affirmed at 'BB';
         -- Class B-5 affirmed at 'B'.

Bank of America Mortgage Securities, Inc., mortgage pass-through
certificates, series 2001-C

         -- Class A affirmed at 'AAA';
         -- Class B-1 upgraded to 'AAA' from 'AA';
         -- Class B-2 upgraded to 'AA' from 'A';
         -- Class B-3 upgraded to 'A' from 'BBB';
         -- Class B-4 affirmed at 'BB';
         -- Class B-5 affirmed at 'B'.

Bank of America Mortgage Securities, Inc., mortgage pass-through
certificates, series 2001-D

         -- Class A affirmed at 'AAA';
         -- Class B-1 upgraded to 'AAA' from 'AA';
         -- Class B-2 upgraded to 'AA' from 'A';
         -- Class B-3 upgraded to 'A' from 'BBB';
         -- Class B-4 affirmed at 'BB';
         -- Class B-5 affirmed at 'B'.

Bank of America Mortgage Securities, Inc., mortgage pass-through
certificates, series 2001-E

         -- Class A affirmed at 'AAA';
         -- Class B-1 upgraded to 'AAA' from 'AA';
         -- Class B-2 upgraded to 'AA' from 'A';
         -- Class B-3 upgraded to 'A' from 'BBB';
         -- Class B-4 upgraded to 'BBB-' from 'BB';
         -- Class B-5 affirmed at 'B'.

Bank of America Mortgage Securities, Inc., mortgage pass-through
certificates, series 2001-H

         -- Class A affirmed at 'AAA'.

These rating actions are being taken as a result of low
delinquencies and losses, as well as increased credit support.


BASIS100: Debentureholders Okay CLS Business Sale to FiLogix
------------------------------------------------------------
Debentureholders for Basis100 (TSX: BAS.DB), a business service
provider for the mortgage lending marketplace, approved
the sale of the Company's Canadian Lending Solutions (CLS)
business to FiLogix Inc. The sale was previously approved by the
shareholders at Basis100's Annual and Special Meeting on May 15.

Under the terms of the CLS purchase agreement, FiLogix will
acquire all the assets of CLS including the rights to Basis100's
mortgage technology, including MortgageBASE(TM), MortgageBASE
Plus(TM), HomeBASE(TM), ConsumerBASE(TM), and LenderBASE(TM),
for a purchase price of $16.1 million, subject to certain
adjustments. The agreement also gives FiLogix exclusive usage
rights to BasisXpress(TM) in the Canadian market.

The sale is subject to customary conditions and the parties
expect these conditions to be satisfied within the next two
weeks.

Basis100 (TSX: BAS) is a business solutions provider that fuses
mortgage processing knowledge and experience with proprietary
technology to deliver exceptional services. The company's
delivery platform defines industry-class best execution
strategies that streamline processes and creates new value in
the mortgage lending markets.

For more information about Basis100, visit
http://www.Basis100.com.

At March 31, 2003, the Company's balance sheet shows a
working capital deficit of about CDN$5 million.


BEACON HILL CBO: Fitch Cuts Class C-1 & C-2 Note Ratings to BB
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A-1, A-2, B, C-1, and C-2 notes issued by Beacon Hill CBO
II Ltd., a CDO of ABS and other structured securities managed by
Beacon Hill Asset Management LLC. At the same time, the ratings
on the class C-1 and C-2 notes are removed from CreditWatch
negative, where they were placed March 20, 2003.

The downgrades reflect factors that have negatively affected the
credit enhancement available to support the notes. These factors
include a negative migration in the credit quality of the
performing assets in the pool.

As a part of its analysis, Standard & Poor's reviewed the
results of recent cash flow model runs. These runs stressed
various parameters that are instrumental in the performance of
this transaction and are used to determine its ability to
withstand various levels of default. When the stressed
performance of the transaction was compared with the projected
default performance of the current collateral pool, Standard &
Poor's found that the projected performance of the notes, given
the current quality of the collateral pool, was not consistent
with the prior ratings. Consequently, Standard & Poor's has
lowered its ratings on these notes to their new levels. Standard
& Poor's will continue to monitor the performance of the
transaction to ensure that the ratings assigned to the rated
tranches continue to reflect the credit enhancement available to
support the notes.

                          RATINGS LOWERED

                      Beacon Hill CBO II Ltd.

                       Rating                   Current
           Class   To         From              Balance (mil. $)
           -----   ----       ----              ----------------
           A-1     AAA        AA+                         160.5
           A-2     AAA        AA+                         147.5
           B       AA         A+                           14.0

                RATINGS LOWERED AND OFF CREDITWATCH

                     Beacon Hill CBO II Ltd.

                       Rating                   Current
           Class    To        From              Balance (mil. $)
           -----   ----       ----              ----------------
           C-1     BB         BBB/Watch Neg                13.0
           C-2     BB         BBB/Watch Neg                12.0


BEAR STEARNS: Fitch Takes Rating Actions on 12 Securitizations
--------------------------------------------------------------
Fitch Ratings has taken rating actions on the following Bear
Stearns ARM Trust mortgage-backed certificates:

Bear Stearns ARM Trust, mortgage pass-through certificates,
series 2001-1 Group 1:

         -- Class A-1 affirmed at 'AAA';
         -- Class B-1 upgraded to 'AAA' from 'AA';
         -- Class B-2 upgraded to 'AA' from 'A';
         -- Class B-3 upgraded to 'A' from 'BBB';
         -- Class B-4 upgraded to 'BBB' from 'BB';
         -- Class B-5 affirmed at 'B'.

Bear Stearns ARM Trust, mortgage pass-through certificates,
series 2001-1 Group 2:

         -- Class A-2 affirmed at 'AAA'.

Bear Stearns ARM Trust, mortgage pass-through certificates,
series 2001-1 Group 3:

         -- Class A-3 affirmed at 'AAA'.

Bear Stearns ARM Trust, mortgage pass-through certificates,
series 2001-1 Group 4:

         -- Class A-4 affirmed at 'AAA'.

Bear Stearns ARM Trust, mortgage pass-through certificates,
series 2001-1 Group 5:

         -- Class A-5 affirmed at 'AAA'.

Bear Stearns ARM Trust, mortgage pass-through certificates,
series 2001-1 Group 6:

         -- Class A-6 affirmed at 'AAA'.

Bear Stearns ARM Trust, mortgage pass-through certificates,
series 2001-4 Group 1:

         -- Class IA affirmed at 'AAA';
         -- Class B-1 affirmed at 'AA';
         -- Class B-2 affirmed at 'A';
         -- Class B-3 affirmed at 'BBB';
         -- Class B-4 affirmed at 'CCC'.

Bear Stearns ARM Trust, mortgage pass-through certificates,
series 2001-4 Group 2:

         -- Class IIA affirmed at 'AAA'.

Bear Stearns ARM Trust, mortgage pass-through certificates,
series 2001-7 Group 1:

         -- Class IA affirmed at 'AAA';
         -- Class B-1 upgraded to 'AAA' from 'AA';
         -- Class B-2 upgraded to 'AA' from 'A';
         -- Class B-3 upgraded to 'A' from 'BBB';
         -- Class B-4 affirmed at 'BB';
         -- Class B-5 affirmed at 'B'.

Bear Stearns ARM Trust, mortgage pass-through certificates,
series 2001-7 Group 2:

         -- Class IIA affirmed at 'AAA'.

Bear Stearns ARM Trust, mortgage pass-through certificates,
series 2001-7 Group 3:

         -- Class IIIA affirmed at 'AAA'.

Bear Stearns ARM Trust, mortgage pass-through certificates,
series 2001-7 Group 4:

         -- Class IVA affirmed at 'AAA'.

These rating actions are being taken as a result of low
delinquencies and losses, as well as increased credit support.


BETHLEHEM: Rejects Healthcare Services Pact with Corp. Health
-------------------------------------------------------------
Corporate Health Dimensions Inc. managed and operated
Bethlehem Steel Corporation and its debtor-affiliates' Family
Medical Center located in Northampton County, Pennsylvania
pursuant to a Healthcare Management Services Agreement.  The
Medical Center provided health care services to the Debtors'
active and retired employees as well as their dependents that
are eligible for coverage under any of the Debtors' health care
plans.

The Debtors obtained the Court's permission to cease the payment
and provision of retiree medical and life insurance benefits to
their retired employees and their beneficiaries and dependents
effective March 31, 2003.  As a result, the Debtors determined
that Corporate Health's services are no longer required and
should be terminated.

Accordingly, the Debtors sought and obtained the Court's
authority to reject the Healthcare Management Services Agreement
with Corporate Health.

The Debtors have payment obligations at $500,000 per month,
totaling $6,000,000 per year.  The Debtors relate that the
elimination of ongoing administrative payment obligations with
respect to the Agreement will benefit their estates. (Bethlehem
Bankruptcy News, Issue No. 37; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


CADENCE RESOURCES: Williams & Webster Airs Going Concern Doubts
---------------------------------------------------------------
Cadence Resources Corporation's "significant operating losses
raise substantial doubt about its ability to  continue as a
going concern," the independent auditors Williams & Webster,
P.S., of Spokane, Washington, say in their Audit Report dated
May 16, 2003, concerning the Company's financial condition as of
March 31, 2003.

Cadence Resources Corporation (formerly Royal Silver Mines,
Inc.) was incorporated in April of 1969 under the laws of the
State of Utah primarily for the purpose of acquiring and
developing mineral properties.  The Company changed its name
from Royal Silver Mines, Inc. to Cadence Resources Corporation
on May 2, 2001 upon obtaining approval from its shareholders and
filing an amendment to its Articles of Incorporation.  The
Company has elected a September 30 fiscal year-end.

The Company had limited revenues, has incurred a net loss of
$626,852 for the six months ended March 31, 2003, and has an
accumulated deficit of $13,532,984. Although the Company is
considered an operating  entity since July 1, 2002 when one of
it exploration properties began producing reasonable revenue,
the current projected revenues are still substantially less then
the Company's historical operating expenses.  These factors
indicate that the Company may be unable to continue in
existence.

The Company's management has strong beliefs that significant and
imminent private placements will generate sufficient cash for
the Company to operate for the next few years. The Company also
believes that the occasional sale of its equity investments will
provide cash as needed for operations.

On April 30, 2003, the Company signed a joint venture agreement
with Bridas EnergyUSA to develop its  Louisiana property.  Terms
of the joint venture agreement call for Bridas to drill the
first well on the property to a total depth not less than 10,000
feet with the Company carried for a 25% working interest.  On
subsequent wells within the 640-acre section containing the
first well, the Company will earn a 25%  working interest by
funding 25% of the expenses.  On other wells outside of the
original 640-acre section, the Company will earn a 45% working
interest by funding 45% of the expenses.

On April 24, 2003, the Company sold its South Galena claim group
to Caledonia Silver-Lead Group, an affiliated company, in
exchange for 900,000 shares of its common stock valued at
$90,000.  On May 13, 2003,  the Company sold 250,000 shares of
its common stock to a non-affiliated investor for $1.00 per
share.

As noted, the Company will need additional capital to continue
to drill its wells. The amount of capital required is dependant
on the success it has on its upcoming wells because the Company
anticipates funding some future drilling of wells from cash flow
out of these next wells if they are commercially successful. The
Company hopes to reduce its dependence on new finances by
completing sufficient wells to fund new wells out of cash flow.
Due to the declining nature of oil & gas production, the Company
must continue to explore and drill new wells to maintain its
sources of revenue. There is no assurance, however, the
Company's wells will provide sufficient revenue to fund other
future wells. If they do not prove successful, the Company will
have to rely upon future new finances from outside sources in
order to both continue exploring for new oil and gas deposits,
and to continue its operations.

The Company has sold portions of working interest in its wells
to finance drilling. Selling a portion of the working interest
enables the Company to raise some of the risk capital to drill
wells from outside investors and thus the "dry hole risk" to the
Company is reduced and may be totally eliminated. The major
disadvantage is that the Company gives up a percentage of its
future cash flow to the working interest investors which will
reduce Company revenues and profits in the future from
successful wells.

The Company may also enter into joint ventures with Companies
whereby another company provides capital for drilling in
exchange for an ownership position in the well or wells. As
noted, the Company has recently entered into such an agreement
with Bridas USA on its De Soto Parish, Louisiana natural gas
property.

The Company management is proposing to spend in excess of
several million dollars on drilling its projects in the next
year. The Company has yet to raise this financing. In the event
the Company is unsuccessful in raising these funds, management
will have to scale back on the future business plans of the
Company. This may have the effect of losing its rights, in some
circumstances, to drill and development of some of the
properties it now controls or has an interest in.

As stated above, the Company's auditors have issued a going
concern opinion. This means that the Company's auditors believe
there is substantial doubt that the Company can continue as an
on-going business for the next twelve months unless it obtains
additional capital. This is because the Company has generated
only minimal revenues and its operating costs far exceed its
revenues. Further, the Company is indebted to several of its
major shareholders. Accordingly, the Company must raise cash
from sources other than from the sale of oil or gas found on its
property. That cash must be raised from other outside sources.
The Company's only other source for cash at this time are
investments or loans by others to the Company.

Cadence Resources has inadequate cash to maintain operations
during the next twelve months. In order to meet its cash
requirements the Company may have to raise additional capital
through the sale of securities or loans. At this time, the
Company has no firm commitments for loans or for purchases of
additional securities and there is no assurance that it will be
able to raise additional capital through loans or the sale of
securities in the future. In the event that the Company is
unable to raise additional capital, it may have to suspend or
cease operations.


CALL-NET ENTERPRISES: Names Roy Gordon as CFO Effective Today
-------------------------------------------------------------
Call-Net Enterprises Inc., (TSX: FON, FON.B), a national
provider of residential and business telecommunications
services, announced the appointment of Roy T. Graydon as
executive vice president and chief financial officer effective
June 9, 2003.

"Roy will play a key role in the continued drive toward
improving enterprise value," said Bill Linton, president and
chief executive officer, Call-Net Enterprises. "He brings a
depth of investment knowledge and experience, and over the
years, has helped a number of public companies develop growth
strategies and improve their financial and operating
performance. Roy will be a major contributor in the development
of our own growth strategy."

Mr. Graydon joins Call-Net from VGC Capital Partners where he
was a managing partner. Prior to that he was with the Ontario
Teachers' Pension Plan Board for six years where he held the
position of vice president, relationship investing and
responsible for managing a $1.5 billion portfolio of public
companies in Canada, the United States, and Europe. He also
managed the worldwide corporate governance and proxy voting
activities of Ontario Teachers'. Before that, he held the
position of portfolio manager, merchant banking where he was
part of a team managing a $2.5 billion portfolio of private and
publicly held companies.

Prior to Ontario Teachers', Mr. Graydon spent seven years at TD
Securities Inc. He was a vice president and director, investment
banking and was responsible for mergers and acquisitions and
corporate financing for a number of public and privately held
companies.

Mr. Graydon will report to Bill Linton, and be responsible for
the finance, strategic planning, investor relations, treasury,
internal audit and corporate development functions. He holds an
MBA from the Richard Ivey School of Business and a Bachelor of
Science (Honours, Geophysics) from the University of Western
Ontario.

While at Ontario Teachers', he was elected to the board of Call-
Net, serving as a director from June 2000 to October 2001. He
currently serves as the vice-chair of the board of trustees at
The Ontario Science Centre.

Call-Net Enterprises Inc. is a leading Canadian integrated
communications solutions provider of local and long distance
voice services as well as data, networking solutions and online
services. The Company provides services to residential consumers
and businesses primarily through its wholly owned subsidiary,
Sprint Canada Inc. Call-Net Enterprises is headquartered in
Toronto, owns and operates an extensive national fiber network
and has over 134 co-locations in nine Canadian metropolitan
markets. For more information, visit the Company's web sites at
http://www.callnet.caand http://www.sprint.ca.

                         *   *   *

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.


CALPINE: Power Contract Unit Selling $800-Mill. of Senior Notes
----------------------------------------------------------------
Calpine Corporation (NYSE: CPN), a leading North American power
company, announced that Power Contract Financing, L.L.C., a
wholly owned, stand-alone subsidiary of Calpine Energy Services,
L.P., intends to sell approximately $800 million of Senior
Secured Notes Due 2010.  The Senior Secured Notes will be
secured by fixed cash flows from one of CES' fixed-priced, long-
term power sales agreements with the State of California
Department of Water Resources and a new fixed-priced, long-term
power purchase agreement with a third party.

Proceeds and fees are subject to market conditions as of the
closing date, including interest rates.  Net proceeds, after
funding of debt reserves and payment of transaction costs and
fees, will be used to fund capital expenditures.  The
noteholders' recourse will be limited to the assets of PCF.
Calpine will not provide a guarantee of the Senior Secured Notes
Due 2010 or any other form of credit support.

The Senior Secured Notes Due 2010 will be offered in a private
placement under Rule 144A, have not been registered under the
Securities Act of 1933, and may not be offered in the United
States absent registration or an applicable exemption from
registration requirements.

                           *   *   *

As previously reported in Troubled Company Reporter, Calpine
Corp.'s senior unsecured debt rating was downgraded to 'B+' from
'BB' by Fitch Ratings. In addition, CPN's outstanding
convertible trust preferred securities and High TIDES were
lowered to 'B-' from 'B'. The Rating Outlook was Stable.
Approximately $9.3 billion of securities were affected.

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


CARECENTRIC INC: Inks Merger Agreement with Investor Group
----------------------------------------------------------
CareCentric, Inc. (OTC Bulletin Board: CURA), a leading provider
of management information systems to the home health care
community, said that based on the recommendation of the
Independent Committee of the Board and following the unanimous
agreement of the full Board (with the interested Directors
abstaining), it has signed a merger agreement with an investor
group (Borden Associates, Inc.) led by its major stockholder,
John Reed, and his son, Stewart Reed, that could have the effect
of taking the company private. The Independent Committee made
its recommendation after evaluating the original and
subsequently amended proposal by Borden, engaging SunTrust
Robinson Humphrey to render a fairness opinion on the amended
proposal and renegotiating certain merger terms based on the
results of the evaluation process.

The merger agreement, negotiated by the Independent Special
Committee of CareCentric's Board of Directors and
representatives of the investor group led by John Reed, provides
that each share of CareCentric common stock held beneficially by
a person who holds fewer than 4,000 shares (other than any
dissenting shares) will be converted into the right to receive
$0.75.  Each share of CareCentric common stock (other than any
dissenting shares) held beneficially by a person who holds 4,000
or more shares will continue to represent one share of
CareCentric common stock.

The merger transaction could have the following potential
effects:

     *  The number of record holders could be reduced from
        approximately 5,500 to less than 150 record holders;

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

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

The closing of the merger is subject to a number of conditions,
including clearance by the Securities and Exchange Commission of
the form of proxy statement to be sent to CareCentric's
stockholders for their approval of the merger, obtaining
required third party consents and having the total amount of
cash consideration required to purchase the shares of those
CareCentric stockholders owning fewer than 4,000 shares not
exceed $600,000.

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


CAREMARK RX: S&P Ups Rating on $450MM 7.375% Senior Notes to BB+
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
and senior secured debt ratings on Caremark Rx Inc. to 'BBB-'
from 'BB+'. At the same time, Standard & Poor's raised its
senior secured debt rating on Caremark's $450 million 7.375%
senior notes due 2006 to 'BB+' from 'BB'. The outlook is stable.

The upgrades reflect Caremark's improving financial performance
and increasing financial flexibility, due to its continued solid
position in the growing pharmacy benefit management (PBM)
industry and leading positions in the mail-order prescription
and specialty pharmaceutical distribution segments. These
positive factors are somewhat offset by the continued intense
pricing competition in the industry and the potential for
adverse developments to affect the business model.

Birmingham, Alabama-based Caremark is one of the top five PBMs
based on covered lives, drug spending dollars processed, and
prescriptions processed. PBMs manage the drug benefit programs
of clients such as corporations and managed-care organizations.
Because they are large, PBMs can negotiate favorable drug
discounts with pharmaceutical companies and share those savings
with clients.

"Though Caremark is the smallest of the five major PBMs, the
company continues to successfully compete for new clients," said
Standard & Poor's credit analyst Arthur Wong. "More importantly,
Caremark has one of the largest and most efficient mail-order
pharmacy services in the industry."

Indeed, its mail-order penetration rate of 46% easily outpaces
rivals Express Scripts (with 18%) and AdvancePCS (with 9%).
Mail-order fulfillment has a higher margin than retail
pharmaceutical networks. Mail-order is also a vehicle for the
faster adoption of generic drugs, which yield a higher margin
than branded pharmaceuticals. This is a benefit to Caremark
because a record estimated $44 billion of drug sales are losing
patent protection in the next five years.

Mail-order also aids in formulary compliance, which enables
Caremark to wield more influence on the market share of drugs
and consequently increases the company's leverage in negotiating
rebates with pharmaceutical manufacturers.

PBMs are also benefiting from the increasing focus of clients on
controlling drug costs. Indeed, PBMs process roughly 67% of all
prescription drug spending in the U.S. Caremark also has one of
the leading specialty pharmaceutical distribution operations in
the U.S. Largely because of its leading mail-order prescription
and specialty drug distribution operations, Caremark generates
EBITDA operating margins of nearly 6%, which is significantly
higher than those of its rivals.


CONSECO FIN.: Fitch Junks 4 Vehicle Securitization Classes
----------------------------------------------------------
Fitch Ratings downgrades the notes issued by Conseco Finance
Vehicle Trust 2000-B as follows:

    -- Class A-2 Notes to 'CC' from 'BB' Rating Watch Negative;
    -- Class A-3 Notes to 'CC' from 'BB' Rating Watch Negative;
    -- Class M-1 Notes to 'C' from 'CCC' Rating Watch Negative;
    -- Class M-2 Notes to 'C' from 'CC' Rating Watch Negative.

The downgrades come in response to continued asset deterioration
well outside of performance expectations as well as other recent
negative developments. Conseco Finance Vehicle Trust is backed
by receivables from Conseco Finance Corp.'s truck and trailer
retail installment sales contracts and promissory notes. Fitch
downgraded certain classes of the transaction on September 12,
2002 as a result of poor performance.

             Trust Undercollateralized by $42 Million

The trucking industry remains entrenched in a prolonged downturn
as the weakened U.S. economy has slowed freight traffic causing
continued high delinquencies and defaults. A depressed truck
wholesale market has magnified loss severity contributing to
higher overall net losses. The trust is currently
undercollateralized by over $42 million, roughly the aggregate
outstanding amount of the class M-1 notes, class M-2 notes, and
class B certificates. Furthermore CFC rejected servicing of the
receivables on April 9, 2003 with US Bank Portfolio Services
assuming servicing responsibilities.

Fitch will continue to monitor the transaction and may take
further action as warranted.


CONSECO: US Bank Granted OK to File Consolidated Proof of Claim
---------------------------------------------------------------
As Trustee for 137 Securitization Trusts that collectively own
approximately $32,000,000,000 in home equity/home improvement,
manufactured housing, recreational vehicles, consumer financing,
credit card loans and clear facility notes, U.S. Bank wants to
file a consolidated Proof of Claim in the Chapter 11 proceedings
of Conseco Inc., and its debtor-affiliates.

The Bar Date Order provides that creditors holding claims
against one or more debtors must file a separate proof of claim
in each particular case.  James E. Spiotto, Esq., at Chapman &
Cutler, explains that allowing the Trustee to file a Master
Proof of Claim for the Securitization Trusts will facilitate
claims processing, ease the burden upon the Court and reduce
unnecessary expenses to the Debtors' estates.

The Master Proof of Claim will be deemed to be filed on behalf
of each of the 137 Securitization Trusts.  The Master Proof of
Claim will be deemed filed in each of the CFC Debtors' cases, as
if each Securitization Trust had filed a separate proof of claim
form individually against each CFC Debtor separately.

                        *     *     *

Accordingly, Judge Doyle grants U.S. Bank's request. (Conseco
Bankruptcy News, Issue No. 23; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

Conseco Inc.'s 10.250% bonds due 2002 (CNC02USR1) are presently
trading between 99 and 101 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CNC02USR1for
real-time bond pricing.


CONSOLIDATED FREIGHTWAYS: Auctioning Macon Distribution Facility
----------------------------------------------------------------
As part of the largest real estate sale in transportation
history -- 220 total properties with an appraised value over
$400 million -- Consolidated Freightways is placing its Macon
distribution facility located at 4390 Mead Rd., for sale to the
highest bidder, through an open auction process scheduled for
June 18, 2003.

The Macon property is a 10-door cross-dock distribution facility
situated on 3 acres and has been closed to operations since
September 3, 2002 when the 74-year-old company filed for
bankruptcy protection. Since then CF has been liquidating the
assets of the corporation under orders of the bankruptcy court.
11 CF employees formerly worked at the Macon terminal.

A contract price of $153,000 has been established for the CF
property. Interested parties who would like to participate in
the June 18 bankruptcy auction should submit the form Request to
be Designated a Qualified Bidder at Auction. That form can be
found at http://www.cfterminals.com/Overbidder.htmland must be
submitted prior to the date of the auction. The indicated
deposit must also be received, via wire or certified check,
prior to the date of the auction.

To date, 87 CF properties throughout the U.S. have been sold for
$206 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's Web site http://www.cfterminals.com
to Transportation Property Company at 800/440-5155.


CONSOLIDATED FREIGHTWAYS: Auctioning Ft. Lauderdale Facility
------------------------------------------------------------
As part of the largest real estate sale in transportation
history -- 220 total properties with an appraised value over
$400 million -- Consolidated Freightways is placing its Ft.
Lauderdale distribution facility located at 1901 Blount Rd. for
sale to the highest bidder, through an open auction process
scheduled for June 18, 2003.

The Ft. Lauderdale property is a 30-door cross-dock distribution
facility situated on 4.68 acres and has been closed to
operations since September 3, 2002, when the 74-year-old company
filed for bankruptcy protection. Since then CF has been
liquidating the assets of the corporation under orders of the
bankruptcy court. 70 CF employees formerly worked at the Ft.
Lauderdale terminal.

A contract price of $1,750,000 has been established for the CF
property. Interested parties who would like to participate in
the June 18 bankruptcy auction should submit the form Request to
be Designated a Qualified Bidder at Auction. That form can be
found at http://www.cfterminals.com/Overbidder.htmland must be
submitted prior to the date of the auction. The indicated
deposit must also be received, via wire or certified check,
prior to the date of the auction.

To date, 87 CF properties throughout the U.S. have been sold for
$206 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's Web site http://www.cfterminals.comto
Transportation Property Company at 800/440-5155.


CONSOLIDATED FREIGHTWAYS: Auctioning Fayetteville Property
----------------------------------------------------------
As part of the largest real estate sale in transportation
history -- 220 total properties with an appraised value over
$400 million -- Consolidated Freightways is placing its
Fayetteville distribution facility located at 650 East Hwy 264
for sale to the highest bidder, through an open auction process
scheduled for June 18, 2003.

The Fayetteville property is a 16-door cross-dock distribution
facility situated on 5 acres and has been closed to operations
since September 3, 2002, when the 74-year-old company filed for
bankruptcy protection. Since then CF has been liquidating the
assets of the corporation under orders of the bankruptcy court.
Eleven CF employees formerly worked at the Fayetteville
terminal.

A contract price of $306,000 has been established for the CF
property. Interested parties who would like to participate in
the June 18 bankruptcy auction should submit the form Request to
be Designated a Qualified Bidder at Auction. That form can be
found at http://www.cfterminals.com/Overbidder.htmland must be
submitted prior to the date of the auction. The indicated
deposit must also be received, via wire or certified check,
prior to the date of the auction.

To date, 87 CF properties throughout the U.S. have been sold for
$206 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's Web site http://www.cfterminals.com
to Transportation Property Company at 800/440-5155.


CONSOLIDATED FREIGHTWAYS: New Orleans Facility Goes to Auction
--------------------------------------------------------------
As part of the largest real estate sale in transportation
history -- 220 total properties with an appraised value over
$400 million -- Consolidated Freightways is placing its New
Orleans distribution facility located at 1525 Sams Ave., for
sale to the highest bidder, through an open auction process
scheduled for June 18, 2003.

The New Orleans property is a 44-door cross-dock distribution
facility situated on 6.09 acres and has been closed to
operations since Sept. 3, 2002, when the 74-year-old company
filed for bankruptcy protection. Since then CF has been
liquidating the assets of the corporation under orders of the
bankruptcy court. 42 CF employees formerly worked at the New
Orleans terminal.

A contract price of $1,890,000 has been established for the CF
property. Interested parties who would like to participate in
the June 18 bankruptcy auction should submit the form Request to
be Designated a Qualified Bidder at Auction. That form can be
found at http://www.cfterminals.com/Overbidder.htmland must be
submitted prior to the date of the auction. The indicated
deposit must also be received, via wire or certified check,
prior to the date of the auction.

To date, 87 CF properties throughout the U.S. have been sold for
$206 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's Web site http://www.cfterminals.com
to Transportation Property Company at 800/440-5155.


CONSOLIDATED FREIGHTWAYS: Putting Roseburg Land on Auction Block
----------------------------------------------------------------
As part of the largest real estate sale in transportation
history -- 220 total properties with an appraised value over
$400 million -- Consolidated Freightways is placing its Roseburg
land located at 3703 Old Highway 99 South for sale to the
highest bidder, through an open auction process scheduled for
June 18, 2003.

The Roseburg property is 3.45 acres and has been closed to
operations since September 3, 2002, when the 74-year-old company
filed for bankruptcy protection. Since then CF has been
liquidating the assets of the corporation under orders of the
bankruptcy court.

A contract price of $185,000 has been established for the CF
property. Interested parties who would like to participate in
the June 18 bankruptcy auction should submit the form Request to
be Designated a Qualified Bidder at Auction. That form can be
found at http://www.cfterminals.com/Overbidder.htmland must be
submitted prior to the date of the auction. The indicated
deposit must also be received, via wire or certified check,
prior to the date of the auction.

To date, 87 CF properties throughout the U.S. have been sold for
$206 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's Web site http://www.cfterminals.comto
Transportation Property Company at 800/440-5155.


CONSOLIDATED FREIGHTWAYS: Auctioning-Off Two Kentucky Facilities
----------------------------------------------------------------
As part of the largest real estate sale in transportation
history -- 220 total properties with an appraised value over
$400 million -- Consolidated Freightways is placing its
Lexington and Bowling Green distribution facilities individually
for sale to the highest bidder, through an open auction process
scheduled for June 18, 2003.

The Lexington property is a 44-door cross-dock distribution
facility located at 460 Transport Ct., and is situated on 7.78
acres. A contract price of $1,100,000 has been established for
the property. Thirty CF employees formerly worked at the
Lexington terminal.

The Bowling Green property is a 6-door terminal located at 274
Cypress Wood Way. It is situated on 1.5 acres and has a contract
price of $145,000. Eight employees formerly worked there. Both
facilities have been closed to operations since September 3,
2002 when the 74-year-old company filed for bankruptcy
protection. Since then CF has been liquidating the assets of the
corporation under orders of the bankruptcy court.

Interested parties who would like to participate in the June 18
bankruptcy auction should submit the form Request to be
Designated a Qualified Bidder at Auction. That form can be found
at http://www.cfterminals.com/Overbidder.htmland must be
submitted prior to the date of the auction. The indicated
deposit must also be received, via wire or certified check,
prior to the date of the auction.

To date, 87 CF properties throughout the U.S. have been sold for
$206 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's Web site http://www.cfterminals.comto
Transportation Property Company at 800/440-5155.


CONSOLIDATED FREIGHTWAYS: Selling Durham Distribution Facility
--------------------------------------------------------------
As part of the largest real estate sale in transportation
history -- 220 total properties with an appraised value over
$400 million -- Consolidated Freightways is placing its Durham
distribution facility located at 2425 Kis Dr. for sale to the
highest bidder, through an open auction process scheduled for
June 18, 2003.

The Durham property is a 16-door cross-dock distribution
facility situated on 3.63 acres and has been closed to
operations since September 3, 2002 when the 74-year-old company
filed for bankruptcy protection. Since then CF has been
liquidating the assets of the corporation under orders of the
bankruptcy court.

A contract price of $270,500 has been established for the CF
property. Interested parties who would like to participate in
the June 18 bankruptcy auction should submit the form Request to
be Designated a Qualified Bidder at Auction. That form can be
found at http://www.cfterminals.com/Overbidder.htmland must be
submitted prior to the date of the auction. The indicated
deposit must also be received, via wire or certified check,
prior to the date of the auction.

To date, 87 CF properties throughout the U.S. have been sold for
$206 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's Web site http://www.cfterminals.comto
Transportation Property Company at 800/440-5155.


CONSOLIDATED FREIGHTWAYS: Selling Boston Prop. at Jun 18 Auction
----------------------------------------------------------------
As part of the largest real estate sale in transportation
history -- 220 total properties with an appraised value over
$400 million -- Consolidated Freightways is placing its Boston
distribution facility located at 295 Salem St. for sale to the
highest bidder, through an open auction process scheduled for
June 18, 2003.

The Boston property is a 61-door cross-dock distribution
facility situated on 10.25 acres and has been closed to
operations since September 3, 2002 when the 74-year-old company
filed for bankruptcy protection. Since then CF has been
liquidating the assets of the corporation under orders of the
bankruptcy court. 93 CF employees formerly worked at the Boston
terminal.

A contract price of $2,460,000 has been established for the CF
property. Interested parties who would like to participate in
the June 18 bankruptcy auction should submit the form Request to
be Designated a Qualified Bidder at Auction. That form can be
found at http://www.cfterminals.com/Overbidder.htmland must be
submitted prior to the date of the auction. The indicated
deposit must also be received, via wire or certified check,
prior to the date of the auction.

To date, 87 CF properties throughout the U.S. have been sold for
$206 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's Web site http://www.cfterminals.comto
Transportation Property Company at 800/440-5155.


CONSOLIDATED FREIGHTWAYS: Will Auction Joplin Assets on June 18
---------------------------------------------------------------
As part of the largest real estate sale in transportation
history -- 220 total properties with an appraised value over
$400 million -- Consolidated Freightways is placing its Joplin
distribution facility located at 2425 West 20th for sale to the
highest bidder, through an open auction process scheduled for
June 18, 2003.

The Joplin property is a 14-door cross-dock distribution
facility situated on 2.3 acres and has been closed to operations
since September 3, 2002, when the 74-year-old company filed for
bankruptcy protection. Since then CF has been liquidating the
assets of the corporation under orders of the bankruptcy court.
25 CF employees formerly worked at the Joplin terminal.

A contract price of $136,000 has been established for the CF
property. Interested parties who would like to participate in
the June 18 bankruptcy auction should submit the form Request to
be Designated a Qualified Bidder at Auction. That form can be
found at http://www.cfterminals.com/Overbidder.htmland must be
submitted prior to the date of the auction. The indicated
deposit must also be received, via wire or certified check,
prior to the date of the auction.

To date, 87 CF properties throughout the U.S. have been sold for
$206 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's Web site http://www.cfterminals.comto
Transportation Property Company at 800/440-5155.


COVANTA: Court Fixes June 27, 2003 Bar Date for Debenture Claims
----------------------------------------------------------------
As previously reported, Covanta Energy Corporation, and its
debtor-affiliates ask the Court to:

   (a) establish June 14, 2003 as the Bar Date in respect of the
       5-3/4% Convertible Subordinated Debentures Due 2002 and
       the 6% Convertible Subordinated Debentures Due 2002;

   (b) establish June 14, 2003 as the Bar Date for any and all
       proofs of claims against Covanta Concerts Holdings, Inc.;

   (c) provide that for any claim related to the rejection of an
       executory contract or unexpired lease by Covanta Concerts
       pursuant to a Court order granting the motion but not
       before plan confirmation, the applicable bar date will be
       the later of:

         -- the Covanta Concerts Bar Date, and

         -- 30 days after the entry of the order authorizing the
            rejection;

   (d) establish the Bar Date in respect of any amended
       schedules Covanta Concerts filed as 30 days after the
       Debtors send notice of an amended schedule identifying
       the claimant as the holder of a disputed, contingent or
       unliquidated claim against Covanta Concerts; and

   (e) approve the form, timing and manner of the Bar Date
       notice, the Covanta Concerts Rejection Bar Date and the
       Covanta Concerts Amended Schedules Bar Date.

                        *   *   *

Judge Blackshear rules that all Entities holding or asserting
any prepetition claims in respect of the Convertible Debentures
or against Covanta Concerts Holding, Inc. must file proofs of
claim so that such proof of claim is received by the Court on or
before 4:00 p.m. Prevailing Eastern Time on June 27, 2003.
(Covanta Bankruptcy News, Issue No. 29; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


CREDIT SUISSE: S&P Assigns Ratings to Series 2003-C3 Notes
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Credit Suisse First Boston Mortgage Securities
Corp.'s $1.76 billion commercial mortgage pass-through
certificates series 2003-C3.

The preliminary ratings are based on information as of
June 5, 2003. Subsequent information may result in the
assignment of final ratings that differ from the preliminary
ratings.

The preliminary ratings reflect the credit support provided by
the subordinate classes of certificates, the liquidity provided
by the trustee, the economics of the underlying loans, and the
geographic and property type diversity of the loans. Classes A-
1, A-2, A-3, A-4, A-5, B, C, D, and E are currently being
offered publicly. Standard & Poor's analysis determined that, on
a weighted average basis, the pool has a debt service coverage
ratio of 2.66x, a beginning loan-to-value ratio of 75.1%, and an
ending LTV of 64.6%. Unless otherwise indicated, all
calculations in the presale report, including weighted averages,
include only the A note of Northside Villas loan, the A note of
the 100 East Pine Street loan, the A note of the Washington
Center Portfolio, the pooled A note of the 622 Third Avenue
loan, and the $59.8 million pari passu note of the Great Lakes
Crossing loan.

                 PRELIMINARY RATINGS ASSIGNED

         Credit Suisse First Boston Mortgage Securities Corp.
         Commercial mortgage pass-through certs series 2003-C3

         Class          Rating              Amount ($)
         -----          ------              ----------
         A-1            AAA                127,000,000
         A-2            AAA                214,000,000
         A-3            AAA                212,000,000
         A-4            AAA                 55,000,000
         A-5            AAA                862,414,000
         B              AA                  47,432,000
         C              AA-                 19,405,000
         D              A                   38,808,000
         E              A-                  19,405,000
         F              BBB+                19,404,000
         G              BBB                 12,936,000
         H              BBB-                19,404,000
         J              BB+                 19,405,000
         K              BB                  12,936,000
         L              BB-                  6,468,000
         M              B+                  10,780,000
         N              B                    2,156,000
         O              B-                   4,132,000
         P              N.R.                21,560,958
         622            N.R.                40,000,000
         A-X*           AAA              1,724,825,958#
         A-SP*          AAA              1,613,359,000#
         A-Y*           AAA                171,206,187#


    *Interest-only class. #Notional amount. N.R.--Not rated.


DAISYTEK INT'L: Nasdaq to Knock-Off Shares Effective Friday
-----------------------------------------------------------
Daisytek International Corporation (Nasdaq:DZTK) has received
written notification from NASDAQ that the company's common stock
will be delisted from the NASDAQ Stock Market at the opening of
business on June 13, 2003. The delisting notice follows the
June 3, 2003 announcement that the company has filed a voluntary
petition for reorganization under Chapter 11 of the U.S.
Bankruptcy Code.

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


DELTA AIR LINES: Fitch Rates Convertible Senior Notes at B+
-----------------------------------------------------------
Fitch Ratings assigned a rating of 'B+' to the $300 million in
convertible senior unsecured notes issued by Delta Air Lines,
Inc. The privately placed notes carry a coupon rate of 8% and
mature in 2023. Additionally, the notes are callable by the
company in five years and contain investor put options at years
5, 10, and 15. The Rating Outlook for Delta is Negative.

The 'B+' rating reflects considerable uncertainty over Delta's
ability to quickly realign its cost structure with a sharply
diminished airline industry revenue base. While Delta has
benefited from a relatively strong liquidity position and
continued access to the capital markets during the U.S. airline
industry's financial crisis, the carrier faces a need to reduce
unit labor costs in line with the contractual changes already
made at American, United and US Airways. With an uncompetitive
pilot contract still in force, Delta's operating performance
will remain relatively weak as the U.S. network carriers look
for signs of a meaningful traffic and yield recovery. Delta's
pilots, represented by the Air Line Pilots Association are
scheduled to respond to management's request for cost
concessions as early as next week. At this time there is no
clear evidence that an agreement with ALPA can be reached
quickly.

The issuance of the $300 million in convertible notes reflects
Delta's continuing capacity to bolster liquidity and financial
flexibility at a time of turmoil in the industry. Coming on the
heels of a series of new financing transactions completed since
January, the convertible offering (a Rule 144a private placement
with registration rights) should allow Delta to maintain a
comfortable liquidity position through the remainder of 2003.
Prior to completion of a series of secured debt transactions
with GE Capital in April, Delta reported an unrestricted cash
balance of $1.9 billion at the end of the first quarter. In
addition to the proceeds from new debt issuance, Delta booked
approximately $400 million in cash when the airline received its
share of the $2.3 billion in government reimbursement for
federal security mandates incurred since September 2001. In
spite of ongoing weakness in operating performance and another
loss expected in the second quarter, total liquidity on the
balance sheet as of the June 30 quarter end will have improved
significantly over the March 31 level.

The restructuring of 2003 debt maturities accomplished through
the GE Capital financings in April removes much of the carrier's
near-term liquidity risk, even with the prospect of slow
progress on the labor front and continuing losses. Still, Delta
faces substantial cash commitments related to maturities of
long-term debt and capital leases beyond 2003. Debt and capital
lease maturities are estimated at $845 million in 2004 and $1.3
billion in 2005. Delta also faces a significantly underfunded
defined benefit pension obligation ($4.9 billion underfunded on
a projected benefit obligation basis as of December 31, 2002).
Although Delta has taken steps to limit future pension-related
cash outflows by converting its non-pilot defined benefit
programs to cash balance plans, future required cash pension
contributions are expected to be well above the $250 million in
expected 2004 cash contributions. Delta also faces a need to
take on new lease and debt obligations related to the
acquisition of regional jets from Bombardier. Scheduled
deliveries of new Boeing aircraft for mainline service have been
deferred beyond 2004.

While Delta's return to acceptable levels of operating cash flow
generation is clearly dependent upon the success of its profit
improvement initiatives and labor cost reduction initiatives
(labor accounted for 44% of Delta's operating expenses in the
first quarter of 2003), the timing of an industry revenue
rebound is also critical. Delta has recently reported unit
revenue numbers that are strong relative to the other major
network carriers, though still very weak compared with pre-2001
performance. Passenger revenue per available seat mile in the
first quarter rose 4% over the year-earlier period on a 4%
reduction in mainline capacity. Industry capacity reduction and
tentative signs of strengthening in air travel demand provide
some hope that Delta's unit revenue results will improve through
the remainder of 2003. One additional positive note on the
revenue side is that Delta has very limited network exposure in
Asia, where the SARS virus continues to depress demand.


DVI INC: Accountant's Resignation Triggers S&P CreditWatch
----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' counterparty
credit and senior unsecured ratings on Jamison, Pennsylvania-
based DVI Inc. on CreditWatch with negative implications. The
CreditWatch listing follows DVI's announcement of the
resignation of the company's independent public accounting firm.

"Standard & Poor's will assess the consequences of the change in
accounting firms and any impact this change may have on the
company's financial performance," said credit analyst Steven
Picarillo.

Additionally, Standard & Poor's remains concerned about the
company's ability to refinance its maturing debt. DVI has $155
million of senior notes due in February 2004.


DYNEGY INC: CEO Williamson Reports on Restructuring Progress
------------------------------------------------------------
At Thursday's annual meeting of shareholders, Dynegy Inc.
President and Chief Executive Officer Bruce A. Williamson
provided an update on the company's business direction for 2003
and beyond. Williamson also documented Dynegy's self-
restructuring progress during the last year, including such key
achievements as the company's $1.66 billion bank refinancing,
its exit from third-party marketing and trading, and the sale of
its communications businesses.

"I am extremely pleased with how our employees have addressed
the issues of the past and, importantly, are now focusing on the
future and delivering value to our stakeholders," said
Williamson. "[Thurs]day, we're demonstrating to our stakeholders
and the market that we're not only capable of strong results -
we're achieving them."

During the annual meeting, shareholders approved the election of
12 director nominees to serve Dynegy for the next 12 months. All
of Dynegy's current directors were elected to serve for another
year except for J. Otis Winters, retired chairman of PWS Group
Inc., who declined to stand for re-election as a result of his
retirement from the board. In addition, Raymond I. Wilcox, vice
president of ChevronTexaco Corp., and president of ChevronTexaco
Exploration & Production Company, replaces Darald W. Callahan,
executive vice president of Power, Chemicals and Technology for
ChevronTexaco, who stepped down from the board.

Shareholders also approved the ratification of
PricewaterhouseCoopers LLP as Dynegy's independent auditors for
2003.

In addition, two shareholder proposals - one regarding auditor
conflicts and the other relating to the indexing of stock
options - did not pass.

Williamson provided shareholders with an update on two key
developments related to the company's generation business
segment:

-- Dynegy has completed scheduled maintenance on 14 power
    generation units at facilities in five U.S. states, preparing
    the company's 13,000-megawatt generation fleet for the summer
    cooling season. Included in the scheduled maintenance are six
    units deferred to the second quarter 2003 from the first
    quarter 2003. These power plants were kept on line during the
    first quarter 2003 to meet customer needs during colder-than-
    normal winter weather.

-- The company has started commercial operation at the Rolling
    Hills Generation Project, an 838-megawatt natural gas-fired
    peaking facility in Vinton County, Ohio, 90 miles southeast
    of Columbus. Electricity generated by the power plant will be
    sold in the wholesale electricity market to investor-owned
    utilities, electric cooperatives and municipalities
    throughout the East Central Area Reliability Council region
    and other areas of the country during peak demand periods.
    The facility was completed on schedule and under budget.

The audio web cast of the meeting and presentation slides will
be available on the News & Financials section of
http://www.dynegy.comthrough July 15, 2003.

Dynegy Inc. (NYSE:DYN) provides electricity, natural gas, and
natural gas liquids to wholesale customers in the United States
and to retail customers in the state of Illinois. The company
owns and operates a diverse portfolio of energy assets,
including power plants totaling more than 13,000 megawatts of
net generating capacity, gas processing plants that process more
than 2 billion cubic feet of natural gas per day and
approximately 40,000 miles of electric transmission and
distribution lines.

As previously reported in Troubled Company Reporter, ratings for
Dynegy Holdings Inc., Dynegy Inc. and affiliated companies,
Illinois Power and Illinova Corp. were affirmed and removed from
Rating Watch Negative by Fitch Ratings. They were originally
placed on Rating Watch Negative on Nov. 9, 2001.

The Rating Outlook for DYN and its affiliates is Stable.

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

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

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

                      Ratings Actions

    DYN

       -- Indicative senior unsecured debt 'CCC+'.

    DYNH

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

    Dynegy Capital Trust I

      -- Trust preferred stock 'CC'.

    Illinois Power Co.

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

    Illinova Corp.

      -- Senior unsecured debt 'CCC+'.

Dynegy Holdings Inc.'s 8.750% bonds due 2012 (DYN12USR1) are
presently trading at 88 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=DYN12USR1for
real-time bond pricing.


ENRON CORP: Seeks Approval for FBTC Leasing Settlement Agreement
----------------------------------------------------------------
In 1993, Enron Corporation, as lessee, Fujilease Corporation, as
lessor, and The Fuji Bank, Limited, Houston Agency, as agent,
entered into a Master Lease and Security Agreement dated as of
June 25, 1993.  By the Original Lease, Enron leased certain
software and related rights from Fujilease.  FBTC Leasing
Corporation succeeded to Fujilease's interest on May 30, 1995,
through Amendment Number 1 to the Original Lease.

Subsequently, Enron and FBTC entered into an Amended and
Restated Master Lease and Security Agreement dated as of
July 31, 1998, as well as certain other ancillary agreements and
amendments.  Under the terms of the Security Agreement, Enron
granted FBTC a security interest in certain software systems in
eight categories -- the Collateral:

    -- engineering,
    -- environmental,
    -- finance and corporate systems,
    -- human resources,
    -- purchasing,
    -- tax,
    -- treasury, and
    -- gas services and pipeline and liquids.

Martin A. Sosland, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that with Enron's bankruptcy case, FBTC filed
numerous proofs of claim based on amounts it claimed to be due
and owing under the Lease.  In addition, FBTC filed various
objections to asset sales where the sale included a software
element.  The sale orders this Court entered provided for the
attachment of an FBTC lien, if any, on any proceeds Enron
received from the approved transaction.

On March 28, 2002, FBTC filed its Motion for Adequate
Protection. Over the past year, Mr. Sosland informs the Court
that there has been a significant amount of discovery related to
the Adequate Protection Motion.  The Parties do not agree on
several issues, including the scope and value of the Collateral.

After extensive negotiations, FBTC and Enron agreed to settle
the FBTC Claims wherein, in exchange for $39,500,000 paid via
wire transfer and an $8,000,000 allowed prepetition unsecured
claim in FBTC's favor against Enron's estate, FBTC agrees to:

    (a) withdraw the Motion for Adequate Protection and expunge
        all Proofs of Claim, except for the $8,000,000 allowed
        prepetition unsecured claim granted pursuant to the
        Settlement;

    (b) not object to any future asset sales; and

    (c) consent to the Agreed Order Approving the Settlement.

Accordingly, pursuant to Section 363 of the Bankruptcy Code and
Rule 9019 of the Federal Rules of Bankruptcy Procedure, Enron
sought and obtained Court approval of the Settlement it entered
into with FBTC.

Mr. Sosland asserts that the Settlement is warranted because:

    (a) the Parties resolve the FBTC Claims consensually, without
        additional litigation, which is an unnecessary expense to
        Enron's estate;

    (b) the Settlement is a product of arm's-length bargaining
        between the Parties;

    (c) the Settlement enables Enron to resolve the Motion for
        Adequate Protection; and

    (d) the Settlement enables Enron to sell assets with a
        software component without FBTC's involvement or
        objection. (Enron Bankruptcy News, Issue No. 68;
        Bankruptcy Creditors' Service, Inc., 609/392-0900)


FLEMING COS: Taps Ernst & Young's Services as Internal Auditor
--------------------------------------------------------------
Fleming Companies, Inc., and its debtor-affiliates sought and
obtained Court approval for their employment and retention of
Ernst & Young as their inside auditor and tax accountants.

Pursuant to the E&Y engagement letter, E&Y will provide tax and
internal audit services as E&Y and the Debtors will deem
appropriate and feasible in order to advise the Debtors in the
ordinary course of performing the Debtor's tax function, and in
the course of the Chapter 11 Case, including but not limited to:

     A. Federal, And State Income Tax Compliance, Consulting And
        Administration;

     B. Property Tax Services;

     C. Sales & Use Tax Services;

     D. Bankruptcy Tax Services; and

     E. Internal Auditing Services.

E&Y, at the request of the Debtors, also may render additional
general internal audit and tax accounting support deemed
appropriate and necessary to the benefits of the Debtors'
estates.  E&Y currently serves as the Debtor's internal tax
function, performing all services related to tax matters and
filings on behalf of the Debtor.  The tax and internal audit
services enumerated above are necessary to enable the Debtors to
maximize the value of their estates, to timely file all
necessary tax returns on behalf of the Debtor, and to reorganize
successfully.  The Debtors believe that E&Y's tax and internal
audit services will not duplicate the services that, subject to
this Court entering or having entered appropriate orders, other
Professionals may provide to the Debtors in the Chapter 11
Cases. E&Y will use reasonable efforts to coordinate with the
Debtors' other retained Professionals to avoid unnecessary
duplication of services.

E&Y fees in connection with this engagement will be based upon
the time that E&Y necessarily spent in providing its tax and
audit services to the Debtors, multiplied by its hourly rates.
E&Y normally charges these hourly rates charged by E&Y
personnel:

     A. Audit Services

           Partners and Principals          $425-663
           Senior Manager                   $318-496
           Manager                          $279-435
           Senior Staff                     $150-234
           Staff                            $107-167

     B. Tax Advisory and Tax Outsourcing Advisory Fees

           Partners arid Principals         $425-750
           Senior Manager                   $370-540
           Manager                          $250-490
           Senior Staff                     $180-375
           Staff                            $130-240

In addition to the fees, E&Y will bill the Debtors for
reasonable expenses which are likely to include long distance
telephone charges, hand delivery and other delivery charges,
travel expenses, computerized research, transcription costs, and
third-party photocopying charges. (Fleming Bankruptcy News,
Issue No. 5; Bankruptcy Creditors' Service, Inc., 609/392-0900)


FLEMING COMPANIES: Taps DoveBid to Conduct 4-Day Webcast Auction
----------------------------------------------------------------
DoveBid, Inc., a global provider of capital asset auction and
valuation services, will conduct its first Webcast auction in a
series of sales for Fleming Companies, Inc., a food distributor
and retail grocer, who filed Chapter 11 bankruptcy protection in
April 2003.

The 4-Day Webcast auction will be held near the Dallas-Fort
Worth Airport at the Embassy Suites Hotel at 2401 Bass Pro Drive
in Grapevine, Texas, starting tomorrow through June 13, 2003
beginning at 9:00 a.m. Central Time each day. The auction will
feature 1.5 million square feet of warehouse and distribution
centers, racking and moving stock, over 400 vehicles including
trucks, tractors, trailers, and grocery store assets from over
20 supermarkets including deli, bakery, meat dept, coolers,
gondola racking, point-of-sale systems and more.

Participants may attend in-person or bid online. Detailed
preview information, asset catalog, and online bidding
instructions are available at http://www.dovebid.com For
further information, please contact Renee Jones, CAI at
rjones@dovebid.com

There are an additional 100+ upcoming auctions on DoveBid's
auction calendar. For a complete list of our auctions, equipment
asset catalogs, and brochures, please visit DoveBid's Web site
at http://www.dovebid.com

DoveBid, Inc. is a global provider of capital asset auction and
valuation services to large corporations and financial
institutions. DoveBid delivers an integrated set of services to
its customers for the disposition, valuation and redeployment of
their surplus capital assets. DoveBid offers an array of auction
services to meet its customers' specific needs, including live
Webcast auctions, on-site-only auctions, featured online
auctions and privately negotiated sales. DoveBid Managed
Services offers clients a hosted, Internet-based application to
monitor surplus assets inside the corporation. DoveBid Valuation
Services uses its database of transaction information to provide
valuations of capital assets for financial institutions and
large businesses.

Headquartered in Foster City, California, DoveBid has over 65
years of auction experience in the capital asset industry with
more than 40 locations throughout North America, Europe and the
Asia-Pacific region. More information on DoveBid can be found at
http://www.dovebid.comor by contacting company headquarters at
(800) 665-1042 or (650) 571-7400.


FLEMING: Court Approves Roundy's $44 Million Bid for 31 Stores
--------------------------------------------------------------
Roundy's, Inc.'s auction bid to purchase 31 Rainbow Foods stores
from Fleming Companies, Inc. has been approved by the U.S.
Bankruptcy Court in Wilmington, Del. Roundy's agreed to pay $44
million in cash plus the cost of inventory and the assumption of
certain capitalized leases.

Roundy's will now own and operate 30 stores located in the
Minneapolis-St. Paul metropolitan area and one near Schofield,
Wis. Throughout the next week, Roundy's will stagger the three-
day closings and the permanent reopenings of the 31 stores to
ensure that each store is restocked and upgraded according to
Roundy's standards. In addition, Roundy's will hire all of the
employees currently employed at the 31 stores, and all stores
will retain the Rainbow Foods name.

"We couldn't be more pleased that our bid was successful and
that we now have the opportunity to get to know and cater to
Twin Cities consumers," said Robert A. Mariano, chairman and
chief executive officer, Roundy's. "Rainbow Foods looks forward
to becoming the supermarket of choice in the neighborhoods we
serve."

Roundy's, Inc. is one of the nation's oldest and largest food
wholesale and retail companies. Founded in 1872, Roundy's, Inc.
today is a company approaching $4 billion in annual sales,
supplying over 800 supermarkets in fourteen states from eight
distribution centers. In addition, Roundy's, Inc. is the leading
retail supermarket chain in Wisconsin operating more than 80
stores as Pick 'n Save and Copps Food Centers. The company
employs more than 14,000 associates throughout its entire
network and is owned by investment funds controlled by Willis
Stein & Partners, which is based in Chicago.


GENTEK INC: Court Grants Second Exclusivity Period Extension
----------------------------------------------------------------
GenTek Inc., and its debtor-affiliates sought and obtained Court
approval for more time for the development, negotiation and
proposal of one or more reorganization plans. The Court moved
the Exclusive Plan Proposal Period to and including
June 30, 2003 and the Exclusive Solicitation Period to and
including August 29, 2003. (GenTek Bankruptcy News, Issue No.
14; Bankruptcy Creditors' Service, Inc., 609/392-0900)


GENZYME BIOSURGERY: Shareholders Move to Enjoin Forced Exchange
---------------------------------------------------------------
Two leading shareholders in Genzyme Biosurgery filed a motion in
federal court to enjoin Genzyme Corp., from eliminating
Biosurgery's publicly traded tracking stock, which was announced
by Genzyme on May 8 and is planned for June 30, 2003. The
elimination is set to occur through an exchange of Biosurgery
stock for shares in Genzyme's General Division.

"Our motion claims that officers and directors of Genzyme --
whose financial interests are directly adverse to those of
Biosurgery shareholders -- manipulated the stock price of
Biosurgery by intentionally withholding information from the
public in order to acquire Biosurgery's valuable assets for
pennies on the dollar," said Jonathan Sherman of Boies, Schiller
& Flexner, counsel for the plaintiffs. "Unless the forced
exchange is enjoined, the defendants will reap an unjustifiable
windfall to the irreparable harm of Biosurgery shareholders."

The motion for preliminary injunction states that if the forced
share exchange proceeds, Biosurgery will be delisted from
NASDAQ, Genzyme will take from Biosurgery shareholders a
business worth at least $1.5-2 billion for a mere $72 million in
Genzyme General stock, and that all Biosurgery shareholders,
including the plaintiffs, will be irreparably harmed. By
contrast, if the exchange is enjoined, at least until plaintiffs
fully litigate their lawsuit, the defendants will suffer no
injury because the operations of Genzyme will not be affected.
If the defendants ultimately prevail at a trial, the motion
continues, they will still be able to complete the forced
exchange on the same financial terms currently set by Genzyme.

The plaintiffs also asked the court to set an expedited
discovery schedule in connection with the motion for a
preliminary injunction. Messrs. Riggs and Lewis seek an order
requiring Genzyme to provide documents by June 15 and for three
senior Genzyme officials, including the Chairman of the Audit
Committee of its Board, to appear for depositions before
June 20.

The documents requested in the filing include:

-- Internal valuations of Biosurgery prepared by Genzyme or its
    Board, including what Genzyme described on May 8 as an
    independent opinion prepared by an outside firm stating that
    the exchange was "fair from a financial point of view";

-- internal Genzyme documents that discuss or analyze the
    decision to force the exchange of stock; and

-- internal Genzyme documents explaining when Genzyme first
    learned of positive information about Biosurgery disclosed on
    and after the May 8 announcement of the forced exchange and
    why Genzyme waited until then to make it available to the
    market.

In their complaint, the plaintiffs allege that Genzyme withheld
from the market material information in order to maximize the
advantage to the Genzyme Board and Genzyme General shareholders
-- and minimize the value to Biosurgery shareholders - through
the forced exchange. The information -- disclosed so late that
the share price at which the exchange is valued could not
reflect it -- includes the following:

(a) that Synvisc sales for the first quarter of 2003 were up
     over 30% compared to the first quarter of 2002, doubling
     estimates of prior growth;

(b) that Genzyme expected FDA approval for U.S. clinical trials
     of Synvisc in new applications and Synvisc's "best product"
     test results in such trials;

(c) that Biosurgery's research and development expenses were
     likely to result in an advanced third-generation Synvisc
     product;

(d) that the third-generation Synvisc product would exhibit
     "more enduring pain relief," a reduced injection schedule,
     and the ability to modify the disease of osteoarthritis;

(e) that ongoing investments in Biosurgery's unprofitable
     cardiothoracic business would cease and the cardiothoracic
     business would be sold, resulting in millions of dollars of
     savings to the Division;

(f) that Synvisc will be the product leader in an end-market
     presenting opportunities of more than $4 billion for knee
     treatment alone; and

(g) that Genzyme expected the end-user market for Synvisc to
     double after approval of the product in Japan in 2004.

Rory Riggs, former President of Biomatrix (a predecessor company
to Biosurgery), and John Lewis, President of Gardner Lewis Asset
Management, both shareholders of Biosurgery, filed a complaint
against Genzyme and certain members of its management and board
on June 2, charging the forced exchange of stock would result in
the effective acquisition by Genzyme of Biosurgery assets at a
tiny fraction of true fair market value.

The plaintiffs own or control in the aggregate approximately
6.35 million shares of Biosurgery stock, or about 15.6% of the
total shares outstanding. Mr. Riggs owns approximately 750,000
shares. Mr. Lewis owns approximately 1.1 million shares, and the
firm of Gardner Lewis Asset Management holds an additional 4.5
million shares for its clients.

Genzyme Biosurgery had $32.7 million in cash and equivalents at
the end of 2002. The Company recorded in its December 31, 2002
balance sheet a working capital deficit of about $282 million,
while its division equity plunged half down to $186 million.


GETTY IMAGES: Improved Cash Flow Spurs S&P to Up Rating to BB-
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Getty Images Inc. to 'BB-' from 'B+'.

At the same time, Standard & Poor's assigned its 'B' rating to
Getty's new Rule 144A $240 million 0.5% convertible subordinated
bonds due 2023. The offering size may increase to $265 million,
depending on demand. The outlook is stable. Getty intends to use
the proceeds, and cash as needed, to redeem its $250 million
5.0% convertible subordinated notes due 2007. Getty is the
leading global provider of non-commissioned visual content. On a
pro forma basis, the Seattle, Washington-based firm has $240
million in debt.

"The upgrade is based on Getty's steadily improving cash flow
despite revenue pressure due to the weak operating conditions in
its primary end markets," according to Standard & Poor's credit
analyst Steve Wilkinson. "Getty has completed its operational
restructuring, back office integration, and website development,
which have significantly lowered operating costs and capital
expenditures. As a result, Getty converted 15% of its revenue
into discretionary cash flow in the 12 months ended
March 31, 2003, compared with the large discretionary cash flow
deficits incurred in 2001 and previous years. The bond
refinancing will modestly boost cash flow because the new notes
substantially reduce the interest rate on Getty's outstanding
debt. Getty will have intermediate-term refinancing risk,
however, because bondholders can force it to retire the bonds in
2008 (and every five years thereafter) if the stock price has
not appreciated sufficiently," the analyst continued.

Ratings stability incorporates the expectation that Getty will
maintain prudent financial policies that enable it to generate
significant free operating cash flow and maintain sufficient
liquidity. Near-term upgrade potential is likely limited due to
its minimal business diversity and the relatively small size of
this market niche. In the longer term, the credit profile will
depend on Getty's ability to expand the business and increase
cash flow without elevating risk.


GLOBAL CROSSING: Court Gives Nod to Emergia Settlement Agreement
----------------------------------------------------------------
The Global Crossing Ltd. Debtors and Emergia S.A. each operate
its own high-speed fiber optic network, independently connecting
certain cities within South America, the Caribbean, and North
America. Because Emergia's network provides access to certain
cities and countries that the GX Debtors' Network does not reach
and visa versa, the Parties developed a relationship whereby
they would purchase capacity on each other's networks. This
relationship permitted the Parties to reach additional markets
that otherwise would be unavailable due to the physical
limitations of each Party's network.  The Capacity Purchase
Agreements allowed for discount pricing to be applied to
capacity purchases on an "as needed" basis.

In late 2002, due to decreased capacity requirements, the
Parties commenced discussions regarding a restructuring of the
Pre-Existing Agreements.  After arms-length negotiations, the
Parties agreed to the terms of the Settlement Agreement.

Consequently, the Debtors sought and obtained the Court's
approval of the Settlement Agreement and the assumption of the
Pre-Existing Agreements, as amended and modified by the
Settlement Agreement.

Pursuant to the Settlement Agreement, the Parties will maintain
their current levels of capacity and not draw any additional
capacity against their respective Prepayments.  Emergia and the
Debtors agree that $35,000,000 and $51,000,000, represent their
full utilization of capacity under the Capacity Purchase
Agreement.  Emergia also agrees to pay an annual O&M Charge for
each unit of capacity that has been purchased by Emergia under
the Capacity Purchase Agreements, for which the Debtors will
provide a set level of operational and maintenance support.  The
failure of the Debtors to meet certain performance criteria per
unit of capacity during a calendar month will result in a
reduction in the O&M Charges related to the unit of capacity.

The Settlement Agreement also provides Emergia the option, from
January 1, 2003 through January 1, 2006, to exchange the
capacity it purchased under the Capacity Purchase Agreements and
utilize alternative capacity on different segments of the
Debtors' network.  Each time Emergia exercises the Portability
Option, there will be a one-time fee.

Pursuant to the Settlement Agreement, each Party waives, for the
period from November 25, 2002 through September 30, 2003, any
and all claims, causes of action, liabilities, obligations and
indebtedness against the other Party, whether known or unknown,
suspected or unsuspected, actual or potential, with respect to
any actions, omissions, statements or negotiations taken or made
in connection with the Pre-Existing Agreements prior to April
25, 2003.  If the Effective Date has occurred on or before
September 30, 2003, the waiver becomes a full and permanent
waiver.  If the Effective Date has not occurred by September 30,
2003, either party will have the right at any time after written
notice to the other party to terminate the Settlement Agreement
and waivers.  Under the Settlement Agreement, the assumption of
the Pre-existing Agreements will be effective as of the
Effective Date. (Global Crossing Bankruptcy News, Issue No. 41;
Bankruptcy Creditors' Service, Inc., 609/392-0900)



HIGH SPEED: Charter Dismissed as Defendant in IPO Litigation
------------------------------------------------------------
High Speed Access Corp., (OTC Bulletin Board: HSAC) announced
that Charter Communications, Inc., was dismissed as a defendant
in the IPO Litigation, is no longer asserting a potential claim
for indemnity against the holdback in connection with the sale
of substantially all of HSA's assets to Charter and has paid to
HSA the remaining $1 million balance of the indemnity holdback
plus accrued interest.

As previously reported, High Speed Access' shareholders
approved a proposed Plan of Liquidation and Dissolution on
November 27, 2002.


HORIZON NATURAL: Names John J. Delucca as New Board Chairman
------------------------------------------------------------
The Board of Directors of Horizon Natural Resources (Nasdaq:
HZON.pk) has named John J. Delucca, a current director, as its
chairman; appointed Ronald L. Rossetti a director, to replace
the vacancy created by the retirement of B. R. Brown, and
elevated Scott M. Tepper to acting chief executive officer, from
his current position of chief restructuring officer.

Tepper will keep the former position, as well as his current
director position.

Delucca said, "Scott has done an outstanding job assuming the
role of acting chief executive in the months while Horizon was
without a formal CEO. Under his focused leadership, Horizon has
made significant progress on productivity improvements,
including increasing the tons of coal mined per man hour while
also reducing the costs per ton. With these improvements in
place, Horizon is now well positioned to serve the energy needs
of our customers.

"At the same time," Delucca continued, "Scott has expanded
Horizon's commitment to excellence by increasing safety
performance in our mines. Considerable challenges remain, and we
look forward to benefiting from Scott's continued leadership and
business acumen."

Delucca also welcomed Rossetti to the Horizon board. "Ron's
broad talents as chief executive of companies in similar
situations and his experience in turning them into successful
operations will be valuable to our board, and our efforts to
increase the value of Horizon's operations. We thank him for
accepting this appointment."

Rossetti is president of Riverside Capital Partners, a firm that
invests in and leads companies in distressed situations.
Currently he serves on the boards of Tier Technologies, Inc. and
the Hamilton Companies. He is also a Trustee of Northeastern
University, where he is chairman of the development committee,
and a founding member of the Gorbachev Foundation of North
America. He began his career with the Coopers and Lybrand
accounting firm.

For additional information, please see http://www.horizonnr.com

Horizon Natural Resources Company (formerly known as AEI
Resources Holding, Inc.) conducts mining operations in five
states with a total in 2002 of 38 mines, including 25 surface
mines and 13 underground mines:

-- Central Appalachian operations include all of the company's
    mining operations in southern West Virginia and Kentucky,
    totaling 32 surface and underground mines, which produced
    approximately 24.1 million tons of coal (64 percent of total
    production) during 2002.

-- Western operations include mining in Colorado, Illinois and
    Indiana, totaling six surface and underground mines, which
    produced approximately 13.5 million tons (36 percent of total
    production) during 2002.

Horizon Natural Resources (formerly AEI Resources), one of the
US's largest producers of steam (bituminous) coal filed for
chapter 11 protection on November 13, 2002.  This the Debtors'
second chapter 11 filing.  Ronald E. Gold, Esq., at Frost Brown
Todd LLC represents that Debtors in their restructuring efforts.
When the Company filed for protection from its creditors, it
listed estimated debts and assets of over $100 million.


INVESCO CBO: Fitch Affirms Class B-2 Notes' Low-B Rating at BB-
---------------------------------------------------------------
Fitch Ratings reviewed five classes of notes issued by INVESCO
CBO 2000-1 LTD. These affirmations are the result of Fitch's
annual review process. The following rating actions are
effective immediately:

      -- $59,000,000 class A-1L notes affirmed at 'AAA';
      -- $78,000,000 class A-2L notes affirmed at 'AAA';
      -- $26,000,000 class A-3 notes affirmed at 'AAA';
      -- $19,500,000 class B-1L notes affirmed at 'BBB-';
      --  $8,000,000 class B-2 notes affirmed at 'BB-'.

INVESCO 2000 is a collateralized debt obligation consisting of
high yield bonds and loans and managed by INVESCO Senior Secured
Management, Inc. Fitch has reviewed in detail the performance of
INVESCO 2000. In conjunction with this review, Fitch discussed
the current state of the portfolio with the asset manager and
their portfolio management strategy going forward.

Since inception in October 2000, the INVESCO 2000 portfolio has
been passing its overcollateralization tests on each payment
date, but has experienced some deterioration. Notably, according
to the most recent trustee report dated May 2, 2003, the class
B-1L OC ratio experienced a reduction from its initial level of
114% to 109.7%. The portfolio has 4.8% in defaulted securities
and 9.55% in securities rated 'CCC+' or lower (excluding
defaults). The structure has several features that maintain
value for all of the noteholders, one of which is the Additional
Coverage Test. The ACT haircuts the value of 'CCC' assets
capturing not only deterioration due to defaults, but also from
rating migration. During the revolving period, when the ACT
ratio falls below 107%, excess interest is diverted to purchase
additional collateral. As of the May 2, 2003 trustee report the
ACT ratio was 106.5%, and as a result approximately $2.3 million
dollars was diverted to the purchase of new collateral.

Fitch conducted cash flow modeling utilizing various default
timing and interest rate scenarios to measure the breakeven
default rates going forward relative to the minimum cumulative
default rates required for the rated liabilities. As a result of
this analysis, Fitch has determined that the original ratings on
the above referenced notes, still reflect the current risk to
noteholders.

Fitch will continue to monitor and review this transaction for
future rating adjustments.


JAZZ PHOTO: Engages Cole Schotz as Bankruptcy Counsel
-----------------------------------------------------
Jazz Photo Corp., wants to employ Cole, Schotz, Meisel, Forman &
Leonard, P.A. as its bankruptcy counsel.

Specifically, Jazz Photo tells the U.S. Bankruptcy Court for the
District of New Jersey, Cole Schotz will:

      a) assist the Debtor, to the extent necessary, in preparing
         schedules of assets and liabilities and statement of
         financial affairs;

      b) provide legal advice to the Debtor with respect to its
         powers and duties as a debtor- in-possession in the
         continued operation of their business and management of
         their assets;

      c) prepare, on the Debtor's behalf, all necessary
         applications, answers, orders and other legal papers
         required in connection with the administration of the
         Chapter 11 estate;

      d) appear before the Bankruptcy Court (and any other court)
         to represent and protect the Debtor's interests and
         estate except as to matters assigned to other retained
         counsel;

      e) represent the Debtor in any adversary proceeding, either
         commenced by or against the Debtor;

      f) assist the Debtor in negotiating a plan or plans of
         reorganization with its creditors and perform all legal
         services necessary to obtain creditor approval,
         confirmation and implementation of such plan; and

      g) perform all other legal services for the Debtor, as a
         debtor-in-possession, which may be necessary.

Jazz says it selected Cole Schotz because of the firm's
considerable experience in business reorganizations and in other
areas of law applicable to this Chapter 11 proceeding.  The
Debtor believes Cole Schotz is duly qualified to represent the
Debtor as a debtor-in-possession in this proceeding.

The professionals who will be responsible in this engagement and
their current hourly rates are:

      Hugh M. Leonard      Partner     $450 per hour
      Michael D. Sirota    Partner     $425 per hour
      Gerald H. Gline      Partner     $425 per hour
      Stuart Komrower      Partner     $375 per hour
      Leo V. Leyva         Partner     $375 per hour
      Leonard M. Wolf      Partner     $350 per hour
      Ilana Volkov         Partner     $325 per hour
      Warren A. Usatine    Partner     $285 per hour
      Kenneth L. Baum      Partner     $275 per hour
      Franck D. Chantayan  Associate   $175 per hour
      Jarod M. Stern       Associate   $150 per hour
      Kristin S. Elliott   Associate   $125 per hour
      Alex R. Perez        Associate   $125 per hour
      Virginia M. Lane     Paralegal   $125 per hour
      Frances Pisano       Paralegal   $125 per hour

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.


J. CREW GROUP: Reports Slight Increase in May Revenue Results
-------------------------------------------------------------
J.Crew Group, Inc., reported revenues for the four weeks ended
May 31, 2003 of $57.4 million, compared to revenues of $56.6
million for the four weeks ended June 1, 2002, an increase of
1%.  Comparable store sales for the Retail division decreased 8%
for the four weeks ended May 31, 2003 compared to the same four
week period last year. Net sales for the Direct division
increased 9% for the comparable four week period.

Revenues for the seventeen weeks ended May 31, 2003 were $218.9
million, compared to $223.7 million for the seventeen weeks
ended June 1, 2002, a decrease of 2%.  Comparable store sales
for the Retail division decreased 10% for the seventeen week
period in 2003, compared to the same period last year. Net sales
for the Direct division were flat for the comparable seventeen
week period.

J.Crew Group, Inc., whose May 3, 2003 balance sheet shows a
total shareholders' equity deficit of about $421 million, is a
leading retailer of men's and women's apparel, shoes and
accessories.  As of May 31, 2003, the Company operated 154
retail stores, the J.Crew catalog business, jcrew.com, and 42
factory outlet stores.


JC PENNEY: B-Level Ratings on Related Synthetic Deals Cut to BB+
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on CABCO
Trust For J.C. Penney Debentures Series 1999-1 and CorTS Trust
For J.C. Penney Debentures to 'BB+' from 'BBB-'.

The lowered ratings follow the lowering of J.C. Penney Co.
Inc.'s corporate credit and senior unsecured debt ratings
May 29, 2003.

Both synthetic issues are weak-linked to the underlying
collateral, J.C. Penney Co. Inc.'s senior unsecured debt. The
lowered ratings reflect the credit quality of the underlying
securities issued by J.C. Penney Co. Inc.

                      RATINGS LOWERED

       CABCO Trust For J.C. Penney Debentures Series 1999-1
                   $52.65 million trust certificates

                        Rating
         Class     To           From
         Certs     BB+          BBB-

         CorTS Trust For J.C. Penney Debentures
     $100 million corporate-backed trust securities (CorTs)
                        certificates

                        Rating
         Class     To            From
         Certs     BB+           BBB-


LD BRINKMAN: Turns to Corporate Revitalization for Advice
---------------------------------------------------------
L.D. Brinkman Holdings, Inc., and its debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the Northern
District of Texas to employ Corporate Revitalization Partners,
LLC as their Turnaround Managers and Consultants.

Corporate Revitalization and its personnel represented Debtors
prepetition and have considerable experience in advising
corporate clients in business matters related to bankruptcy,
corporate, tax, financing, transactional and contractual matters
in the work-out and reorganization context.

Mike Tinsley is the individual contemplated to primarily perform
services on behalf of Corporate Revitalization.  The Debtors
agree to pay Corporate Revitalization for services rendered at
the Firm's customary hourly rates, which are:

      Mike Tinsley       Partner            $240 per hour
      William Snyder     Managing Partner   $300 per hour
      Michael Manos      Managing Partner   $300 per hour

The Debtors expect Corporate Revitalization to provide:

      a) assistance in the preparation of such budgets, cash flow
         management charts, and other financial reports as the
         Debtors shall be required to prepare for the orderly
         administration of these cases;

      b) consultation with and advice to the Debtors with respect
         to obtaining postpetition financing and/or use of cash
         collateral;

      c) consultation with and advice to the Debtors in
         connection with any plan of reorganization or
         liquidation that may be proposed in these cases;

      d) advice to the Debtors with respect to the myriad of
         other business and/or reorganization issues related to
         these cases, and to perform other services related
         thereto that are necessary and desirable;

      e) assistance in performing the Debtors' duties pursuant to
         Section 521 of the Code, assistance in filing the
         Debtors' cases and preparation of their schedules,
         completion of the Debtors' monthly operating reports and
         assisting the Debtors in operating their businesses
         under Chapter 11 of the Bankruptcy Code; and

      f) any and all other consulting services for the Debtors
         under its employment which are necessary and appropriate
         to faithfully discharge its duties to the debtor-in-
         possession.

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


LEAP WIRELESS: First Amended Plan & Disclosure Statement
--------------------------------------------------------
Leap Wireless International Inc. presents the U.S. Bankruptcy
Court for the Southern District of California with its First
Amended Plan of Reorganization and Disclosure Statement.

The material modifications to the Plan include:

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

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

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

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

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

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

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

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

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

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

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

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

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

http://bankrupt.com/misc/216_FirstAmendedDisclosureStatement.pdf
(Leap Wireless Bankruptcy News, Issue No. 5; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Leap Wireless International Inc.'s
14.500% bonds due 2010 (LWIN10USR2) are trading at 7 cents-on-
the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=LWIN10USR2
for real-time bond pricing.


MANUFACTURED HOUSING: S&P Drops Class IB-1 Notes Rating to CC
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its 'CCC' rating on
the class IB-1 certificates issued by Manufactured Housing
Contract Trust, Series 2000-3 to 'CC'.

This rating action reflects the reduced likelihood that the
class IB-1 certificates will receive timely interest, as
Standard & Poor's expects the class IB-1 certificates to
experience a shortfall on the liquidation loss interest amount
in the near future.

On the May 20, 2003 remittance date, the class IB-1 certificates
were written-down (referred to as the loss liquidation amount)
to cover a portion of the class I-A principal shortfall
experienced during that period.

The priority of distributions is such that the class IB-1
certificates will likely receive interest on the adjusted
balance. However, it is unlikely that the class IB-1
certificates will also receive full interest on the loss
liquidation amount.

On April 15, 2003, Standard & Poor's lowered its rating on the
class IB-1 certificates to 'CCC' from 'BBB' and removed it from
CreditWatch, reflecting a deterioration in the performance of
the underlying collateral pool of manufactured housing loan
contracts and the resulting deterioration in credit enhancement
available to support the rated certificates.


MDC CORP: Reaches Pact to Acquire Minority Shares of Maxxcom Inc
----------------------------------------------------------------
MDC Corporation Inc. of Toronto and Maxxcom Inc. have reached an
agreement in principle under which MDC will acquire all of the
outstanding common shares of Maxxcom not already owned by MDC in
exchange for Class A subordinate voting shares of MDC.
Currently, MDC owns approximately 36.1 million Maxxcom common
shares or approximately 74% of the outstanding Maxxcom common
shares. Maxxcom currently has approximately 49.1 million common
shares outstanding, with minority shareholders owning
approximately 13 million shares. The terms of the agreement in
principle were negotiated between MDC and an Independent
Committee of Maxxcom's Board of Directors established to
consider and respond to a proposal made by MDC to take Maxxcom
private. The agreement in principle is subject to negotiation of
a definitive agreement between MDC and Maxxcom.

Under the transaction, Maxxcom shareholders (other than MDC)
will receive a number of Class A subordinate voting shares of
MDC based on the "MDC Share Value", being the volume weighted
average trading price of the outstanding MDC Class A subordinate
voting shares on the Toronto Stock Exchange for the 20 trading
days ending on the trading day preceding the date of a special
meeting of Maxxcom shareholders to be held to consider the
transaction, as follows:

      - if the MDC Share Value is above $10.18, Maxxcom
        shareholders will receive 1 MDC Class A subordinate
        voting share for every 5.5 Maxxcom shares they own

      - if the MDC Share Value is at or above $9.25 up to and
        including $10.18, Maxxcom shareholders will receive a
        number of MDC Class A subordinate voting shares
        representing $1.85 for every Maxxcom share they own

      - if the MDC Share Value is below $9.25, Maxxcom
        shareholders will receive 1 MDC Class A subordinate
        voting share for every 5 Maxxcom shares they own

At $1.85 per share, the transaction represents a premium of 41%
to the volume weighted average trading price of the common
shares of Maxxcom on the Toronto Stock Exchange for the 20
trading days ended June 4, 2003 of $1.31.

The transaction will proceed by way of a plan of arrangement
that must be approved by court order and two-thirds of the votes
cast at a special meeting of Maxxcom shareholders. Under
applicable rules of the Ontario and Quebec securities
commissions, the transaction must also be approved by a majority
of votes cast by Maxxcom shareholders, other than MDC and
certain shareholders related to MDC. Completion of the
transaction will be conditional upon, among other things,
obtaining the requisite court, shareholder and regulatory
approvals. Upon completion of the transaction, Maxxcom will
become a wholly-owned subsidiary of MDC. There can be no
assurance that the transaction will be completed.

"MDC's future lies with marketing services. We are going back to
our roots but as a much larger and stronger entity with
excellent assets and a strong financial position. The marketing
services sector is beginning to show signs of renewed activity
and we are excited about the tremendous opportunities presenting
themselves. With the closing of the initial public offering of
the Custom Direct Income Fund, MDC now has the financial
resources necessary to support a growth strategy designed to
capitalize on the significant opportunities in marketing
services through accelerated internal growth and selective
acquisitions," said Miles S. Nadal, Chairman, President
and Chief Executive Officer of MDC. "Today, Maxxcom is the
eighteenth largest marketing services firm in the world. We
believe the company, with the benefit of direct involvement from
MDC, is uniquely positioned to achieve our goal of being a top
10 firm globally within the next five years," added Nadal.

"We believe that this proposal represents a significant
opportunity for Maxxcom shareholders who will continue to
participate in Maxxcom through MDC. This transaction will allow
Maxxcom's management team to spend its time focussing on
building the business and will free Maxxcom from the increasing
costs of maintaining its public status. Maxxcom shareholders
will also benefit from the increased liquidity of the MDC
shares," said Nadal.

The special meeting of Maxxcom shareholders will be held in
Toronto, Ontario within 60 days. The transaction is expected to
be completed no later than August 29, 2003. Further information
concerning the transaction will be contained in the meeting
materials to be mailed to Maxxcom shareholders.

MDC is a publicly traded international business services
organization with operating units in Canada, the United States,
United Kingdom and Australia. MDC provides marketing
communication services, through Maxxcom, and offers security
sensitive transaction products and services in four primary
areas: personalized transaction products such as personal and
business cheques; electronic transaction products such as
credit, debit, telephone & smart cards; secure ticketing
products, such as airline, transit and event tickets, and
stamps, both postal and excise. MDC Class A Subordinate Voting
shares are traded on the Toronto Stock Exchange under the symbol
MDZ.A and on the NASDAQ National Market under the symbol MDCA.

Maxxcom, a subsidiary of MDC, is a multi-national business
services company with operating units in Canada, the United
States and the United Kingdom. Maxxcom is built around
entrepreneurial partner firms that provide a comprehensive range
of communications services to clients in North America and the
United Kingdom. Services include advertising, direct marketing,
database management, sales promotion, corporate communications,
marketing research, corporate identity and branding, and
interactive marketing. Maxxcom common shares are traded on the
Toronto Stock Exchange under the symbol MXX.

MDC, at March 31, 2003, disclosed a working capital deficit of
about CDN$4.6 million.


MORGAN STANLEY: S&P Rates Several 2003-IQ4 Mortgage Certificates
----------------------------------------------------------------
Morgan Stanley Capital I Trust 2003-IQ4, commercial mortgage
pass-through certificates are rated by Fitch Ratings as follows:

         -- $178,879,000 class A-1 'AAA';
         -- $449,730,000 class A-2 'AAA';
         -- $18,194,000 class B 'AA';
         -- $23,652,000 class C 'A';
         -- $4,549,000 class D 'A-';
         -- $727,767,609 class X-1 'AAA';
         -- $667,249,000 class X-2 'AAA';
         -- $7,278,000 class E 'BBB+';
         -- $7,277,000 class F 'BBB';
         -- $8,188,000 class G 'BBB-';
         -- $8,187,000 class H 'BB+';
         -- $3,639,000 class J 'BB';
         -- $1,819,000 class K 'BB-';
         -- $5,459,000 class L 'B+';
         -- $1,819,000 class M 'B';
         -- $1,819,000 class N 'B-';
         -- $7,278,609 class O 'NR';
         -- $10,000,000 class MM-A 'BB+';
         -- $5,000,000 class MM-B 'BB+'.

Classes A-1, A-2, B, C and D are offered publicly, while classes
X-1, X-2, E, F, G, H, J, K, L, M, N, O, MM-A, and MM-B are
privately placed pursuant to rule 144A of the Securities Act of
1933. The certificates represent beneficial ownership interest
in the trust, primary assets of which are 109 fixed-rate loans
having an aggregate principal balance of approximately
$727,767,609, as of the cutoff date.


NATIONSRENT INC: Seeks Go-Ahead for Three Financing Agreements
--------------------------------------------------------------
NationsRent Inc., and its debtor-affiliates have identified a
significant number of equipment agreements that were denominated
as leases but are actually financing arrangements.  In June and
July 2002, the Debtors commenced adversary proceedings against
certain of their equipment lessors seeking to recharacterize
these equipment leases as financing agreements.  In particular,
the Debtors initiated separate adversary proceedings against
Banc of America Leasing & Capital Inc., ICX Corporation and M
Credit Inc., to recharacterize their prepetition agreements.
The Debtors and the three lessors are parties to various leasing
and financing arrangements within which the Debtors regularly
obtain equipment for their rental fleet.

Since that time, the Debtors and the lessors have actively been
involved in arm's-length discussions regarding their obligations
under the Prepetition Agreements.  Consequently, the parties
agree to enter into separate Master Inventory Financing,
Security and Settlement Agreements.

Under each Agreement, the lessors will sell the Debtors certain
equipment that was subject to the Prepetition Agreements.  The
Debtors will finance the purchase of the inventory by borrowing
these amounts:

                  Lessor                     Amount
                  ------                     ------
                  Banc of America        $2,862,232
                  ICX Corporation         2,995,000
                  M Credit                8,648,750

On the effective date of the sale, the lessors will make loans
to the Debtors at 7% interest rate per annum.  For each loan,
the Debtors will issue to the lessors promissory notes,
identifying the equipment subject to the loan.  The Debtors will
pay the interest quarterly in arrears starting July 1, 2003.

To secure the Debtors' outstanding obligations under the Master
Agreements and with respect to the Loans, the lessors will
retain or acquire a security interest in the Inventory,
including certain proceeds.

The Master Agreements also contemplate the modification of the
automatic stay to permit the lessors to:

     -- file necessary documents to perfect their interests and
        liens granted with respect to the Master Agreements; and

     -- on the occurrence of an event of default:

        (a) terminate the Master Agreements, each promissory
            note and any other documents and agreements in
            connection with the Loans;

        (b) declare the Debtors' outstanding obligations under
            the Master Agreements and each note immediately due
            and payable;

        (c) exercise the rights of a secured party under the
            Uniform Commercial Code to take possession and
            dispose of the collateral under the Master Agreement
            and the Loans; and

        (d) exercise any other rights and remedies under
            applicable law.

The Master Agreements also contemplate the termination of the
Debtors' Prepetition Agreements with the lessors on the
effective date of the sale.  As a consequence, each lessor will
have an allowed unsecured non-priority claim on account of the
deficiency claims and other general unsecured claims against the
Debtors pursuant to the Prepetition Agreements:

                  Lessor                     Amount
                  ------                     ------
                  Banc of America        $1,127,904
                  ICX Corporation         3,021,199
                  M Credit                4,004,125

The lessors will have no further claims.

On the Effective Date, each party will also fully release the
other from any and all causes of action, liabilities and
obligations under the Prepetition Agreements.  The Debtors also
release any avoidance claims against the lessors.  They will
also dismiss the adversary proceeding with prejudice.

Michael J. Merchant, Esq., at Richards, Layton & Finger, P.A.,
tells the Court that the resolution of the adversary proceedings
in accordance with the Master Agreements is important.  If the
litigation is not resolved consensually, the Debtors would be
required to further prosecute the dispute, causing them to
expend significant time and resources.

In comparison, Mr. Merchant notes that the cost to the Debtors
in complying with the Agreements' terms is reasonable.  The
purchase of the Inventory is at a reasonable price and on
reasonable terms.  In addition, the monthly payments due to the
lessors under the Master Agreement will be significantly less
than what the Debtors are currently paying the lessors under the
Prepetition Agreements.  Of equal importance, the Debtors will
also be able to continue to own and utilize the purchased
Inventory at the end of the Master Agreements' term.

Mr. Merchant further states that the secured financing terms are
necessary.  The lessors are unwilling to provide financing on
unsecured, administrative expense basis.  The granting of the
security interest was essential in obtaining the favorable terms
for the purchase of the Inventory.

Accordingly, the Debtors ask the Court to approve the Master
Agreements and the transactions contemplated under them.
(NationsRent Bankruptcy News, Issue No. 32; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


NORTHWEST AIRLINES: Flies 5.34B Revenue Passenger Miles in May
--------------------------------------------------------------
Northwest Airlines (Nasdaq: NWAC) announced a systemwide May
load factor of 75.4 percent, 3.4 points below May 2002.
Systemwide, Northwest flew 5.34 billion revenue passenger miles
and 7.08 billion available seat miles in May 2003, a traffic
decrease of 12.8 percent on an 8.9 percent decrease in capacity
versus May 2002.

May traffic results continued to be negatively impacted by
concerns over SARS (Severe Acute Respiratory Syndrome).

Northwest Airlines is the world's fourth largest airline with
hubs at Detroit, Minneapolis/St. Paul, Memphis, Tokyo and
Amsterdam, and approximately 1,500 daily departures. With its
travel partners, Northwest serves nearly 750 cities in almost
120 countries on six continents. In 2002, consumers from
throughout the world recognized Northwest's efforts to make
travel easier. A 2002 J.D. Power and Associates study ranked
airports at Detroit and Minneapolis/St. Paul, home to
Northwest's two largest hubs, tied for second place among large
domestic airports in overall customer satisfaction. Business
travelers who subscribe to OAG print and electronic flight
guides rated nwa.com as the best airline Web site. Readers of
TTG Asia and TTG China named Northwest "Best North American
airline."

For more information, visit the Company's Web site at
http://www.nwa.com


NORTHWEST PIPELINE: Completes Exchange Offer for 8.125% Sr Notes
----------------------------------------------------------------
Northwest Pipeline Corporation, a subsidiary of The Williams
Companies, Inc. (NYSE: WMB), has successfully completed its
offer to exchange its 8.125 percent Exchange Senior Notes due
March 1, 2010, which are registered under the Securities Act of
1933, for outstanding 8.125 percent Series A Senior Notes due
March 1, 2010, that were issued in a private offering on
March 4, 2003.

At the time of the issuance of the Series A Senior Notes in
March, Northwest Pipeline agreed to exchange them for registered
notes.

At the close of business on June 3, 2003, $174.9 million, or
approximately 99.9 percent, of the 8.125 percent Series A Senior
Notes had been tendered for exchange for a like amount of the
new 8.125 percent Exchange Senior Notes pursuant to Northwest's
exchange offer.  The exchange offer expired at 5 p.m. Eastern
time on Wednesday, May 28, 2003.

The terms of the new Exchange Senior Notes are substantially
identical to the terms of the Series A Senior Notes issued in
March 2003, except that the Exchange Senior Notes have been
registered under the Securities Act of 1933, and the transfer
restrictions, registration rights and liquidated damages
provisions relating to the Series A Senior Notes do not apply to
the Exchange Senior Notes.

As previously reported in Troubled Company Reporter, Fitch
Ratings expected to assign a 'BB-' rating to Northwest Pipeline
Corp.'s proposed $150 million issuance of 144A senior notes, due
2010. The rating is currently on Rating Watch Evolving, as are
the outstanding $360 million 'BB-' senior unsecured notes of
NWP. NWP is one of three Federal Regulatory Energy Commission
regulated interstate gas pipelines wholly owned by The Williams
Companies, Inc., senior unsecured rated 'B-', Rating Watch
Evolving. Proceeds from the proposed senior note issuance will
be used for general corporate purposes at NWP, including the
funding of expansion related capital expenditures.

The ratings for NWP incorporate its strong individual operating
and financial profile, offset by the structural and functional
ties between NWP and its financially stressed parent WMB. NWP is
a participant in WMB's daily cash management program under which
NWP makes periodic advances to WMB. Under a pending Notice of
Proposed Rule Making at FERC, restrictions would be placed on an
interstate pipeline's ability to participate in cash management
or money pool arrangements based on certain credit criteria.
Fitch believes NWP would be able to adequately fund its
operations if it were prohibited from participating in WMB's
cash management program. In addition, NWP's debt agreements,
including proposed terms for the pending note issuance, provide
limited restrictions on NWP's ability to make upstream cash
dividends and/or inter-company advances to NWP.


NRG ENERGY: US Trustee Appoints Official Unsecured Panel Members
----------------------------------------------------------------
The United States Trustee for Region II, acting pursuant to
Section 1102(a) and 1102(b) of the Bankruptcy Code, appointed a
9-member Official Committee of Unsecured Creditors in NRG
Energy, Inc.'s chapter 11 cases.  The nine Committee members who
will represent all unsecured creditors are:

       Wilmington Trust Company, as Trustee
       1100 North Market Street
       Wilmington, DE 19890
            Attn: James D. Nesci
                  Phone: (302) 651-1000
                  Fax: (302) 651-8937

       Metropolitan Life Insurance Company
       10 Park Avenue
       Morristown, NJ 07962-1902
            Attn: Lisa Glass, Esq.
                  Phone: (973) 355-4366
                  Fax: (212) 251-1563

       New York Life Investment Management, LLC
          on behalf of New York Life Insurance Company and
          New York Life Insurance and Annuity Corporation
       51 Madison Avenue
       Credit Administration, 2nd Floor
       New York, New York 10010
            Attn: Ronald G. Brandon, Vice President
                  Phone: (212) 576-7585
                  Fax: (212) 447-4166

       PPM America, Inc.
          (As management for Jackson National Life Insurance)
       225 West Wacker Drive
       Suite 1200
       Chicago, IL 60606
            Attn: James Schaeffer, Vice President
                  Phone: (312) 634-2500
                  Fax: (312) 634-0728

       Matlin Patterson Global Opportunities Partners L.P.
       520 Madison Avenue
       New York, New York 10022
            Attn: Frank S. Plimpton or Ramon Betolaza
                  Phone: (212) 651-9550
                  Fax: (212) 651-4011

       Credit Suisse First Boston
       11 Madison Avenue
       New York, New York 10010
            Attn: Carol Flaton, Managing Director
                  Phone: (212) 325-9255
                  Fax: (917) 326-8081

       ABN Amro Bank N.V.
       350 Park Avenue
       2nd Floor
       New York, New York 10022
            Attn: Neil J. Bivona, Senior Vice President and/or
                  Steven C. Wimpenny, Group Senior Vice President
                  Phone: (212) 251-3675
                  Fax: (212) 251-3685

       XL Capital Assurance Inc.,
          as Controlling Party/attorney-in-fact
       1221 Avenue of the Americas
       New York, New York 10020
            Attn: Richard P. Heberton, Senior Managing Director
                  Phone: (212) 478-3400
                  Fax: (212) 478-3587

       Niagara Mohawk Power Corporation
       1125 Broadway
       Albany, New York 12245
            Attn: Gloria Kavanah
                  Phone: (518) 433-5221
                  Fax: (518) 433-5220

Pamela J. Lustrin, Esq., is the attorney from the U.S. Trustee's
Office assigned to NRG's chapter 11 case. (NRG Energy Bankruptcy
News, Issue No. 3; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


PACIFIC CROSSING: Court OKs $63 Million Sale to Pivotal Telecom
---------------------------------------------------------------
Pivotal Private Equity announced that the U.S. Bankruptcy Court
has approved the sale of Pacific Crossing Ltd. and its
subsidiaries to Pivotal Telecom LLC, for $63 million.  Judge
Peter J. Walsh, chief judge of the U.S. Bankruptcy Court for the
District of Delaware, has signed the sale order that approves
Pivotal Telecom as the buyer.  The sale is expected to close by
the end of the year.

Pivotal Private Equity, based in Phoenix, formed Pivotal Telecom
for the purpose of acquiring PCL.

PCL, a former subsidiary of Global Crossing, operates the PC-1
fiber optic telecommunications network connecting Japan with the
United States. The network, completed in 2000 at a cost of more
than $1.35 billion, provides a variety of voice, Internet and
data communications services, and includes two subsea fiber
optic cable systems and four landing stations located in the
United States and Japan.

"This acquisition is key to our strategy of investing in
undervalued telecom assets," said Jahm Najafi, chief executive
officer of Pivotal Private Equity. "The network is currently
underutilized, a condition that we will be working vigorously to
change once the transaction has closed."

PCL and its subsidiaries filed for Chapter 11 protection with
the U.S. Bankruptcy Court for the district of Delaware on July
19, 2002. On April 21, 2003, Pivotal Telecom signed an Asset
Purchase Agreement to acquire the assets of PCL in an open
auction from Pacific Crossing Limited, PC Landing Corp., Pacific
Crossing UK Ltd. and PCL Japan Ltd. "Enhancing access to both
Asian and U.S. markets is key to our operating strategy," said
Robert Woog, Pivotal Telecom's newly appointed chief executive
officer. "We will be a participant in the tremendous growth of
Asian markets, providing the infrastructure that will create a
gateway to the U.S. and meet the demand for bandwidth."

Prior to the closing of the transaction later this year, Pivotal
Telecom will seek the transfer of Pacific Crossing's Federal
Communications Commission network operating license and other
permits.

Woog is founder and managing director of Transcom International,
a strategic technology services and consulting firm
headquartered in South Orange, N.J. Prior to launching his own
firm, he was senior vice president for strategic global
development for Global Crossing Ltd., New York City, responsible
for strategic business alliances with major carriers and
consortiums. Woog also was senior vice president of network
development for IXnet, a New York City-based provider of IP-
based network services to the global financial industry,
responsible for all international operations, including network
expansion, regulatory issues and strategic alliances. His career
in telecommunications includes positions with AT&T, Positron
Industries Inc., and Communications Techniques Inc.

Pivotal Private Equity also announced the appointment of Daniel
E. Campbell as executive vice president of marketing and sales
for the newly created entity. Campbell has more than 38 years of
experience in the international telecommunications industry,
spanning operations, engineering, finance, business development,
product management and international facilities planning and
contract negotiations. He served in many capacities at AT&T,
from district manager for International Dedicated Services to
product marketing manager of Global Data Services. He also held
the position of director of International Cable Management for
AT&T and most recently served as the chairman and co-chairman of
the Management Committee/General Committee of a number of
transpacific cable projects, including TPC-5, China-U.S. Cable
Network and Japan-U.S. Cable Network. He is the founder of
Global Fiber Consulting LLC, and co-founder of Dolphin Networks,
a developer of fiber optic networks.

Pacific Crossing Ltd. and its subsidiaries operate the PC-1
undersea fiber optic cable system. The PC-1 system, which
represents the state-of-the-art in subsea cable installations,
is a self-healing fiber optic telecommunications network with a
bi-directional design capacity of 640 gigabytes per second and
is approximately 20,900 kilometers or 13,000 miles in length.
The system has landing stations in Grover Beach, Calif.; Harbour
Pointe, Wash.; Ajigaura, Japan; and Shima, Japan, and currently
operates at a capacity of 180 Gbps.

Pivotal Private Equity is a provider of equity for middle market
corporate acquisitions, recapitalizations of turnaround and
under-performing companies, as well as growth capital financings
primarily in telecommunications, energy, manufacturing, consumer
products and leisure industries.

The firm is a wholly owned subsidiary of Pivotal Group, an
institutionally based diversified real estate investment and
development firm widely recognized for its ability to create
high-quality resort, residential and business environments.
Major acquisitions by Pivotal Group include Ritz-Carlton,
Phoenix; Century Plaza Hotel & Spa, Los Angeles; St. Regis
Hotel, Los Angeles; and Red Mountain Spa, St. George, Utah.

For more information about Pivotal Group and Pivotal Private
Equity, visit http://www.pivotalgroup.com


PACIFIC GAS: Settles Negligence Dispute with Rombauer Cellars
-------------------------------------------------------------
In June 2001, Frank Rombauer Cellars, Federal Insurance Company
and Vigilant Insurance Company filed a complaint for negligence
against Pacific Gas and Electric Company and certain other
parties before the Napa County Superior Court in California.
The Claimants held the defendants responsible for a June 15,
2000 fire at the Rombauer winery in Napa County.

With respect to PG&E, the Claimants alleged that the Debtor
failed to inspect the gas appliances and, thus failed to detect
that a gas pressure regulator serving a water heater was not
vented to the outside of the building.  Had it inspected the
appliances, the Claimants argued that PG&E would have noted the
lack of a vent pipe on the regulator.  PG&E would have been able
to advise that the regulator be vented to the outside.  The
regulator failed in a small fire, and its lack of outside
venting set off the conflagration.

Rombauer incurred $27,000,000 in damages to both the building
and 90,000 cases of wine stored.

In filing the civil action, the Claimants asked the Bankruptcy
Court to lift the automatic stay imposed on PG&E's case, which
request was granted.

According to Kimberly A. Bliss, Esq., at Howard, Rice,
Nemerovski, Canady, Falk & Rabkin, the issue in the Napa Action
against PG&E is whether PG&E was required by statute, rule or
its own standard practices to conduct an inspection of the
Rombauer appliances when it increased the gas pressure to the
winery. Although the applicable California Public Utilities
Commission General Order provides that utilities have no duty to
inspect or maintain their gas systems beyond the meter unless
asked to do so by the customer, Ms. Bliss notes that other
rules, appellate decisions and PG&E's own standard practices can
be read to require inspection of a customer's delivery system
and appliances for safe operation whenever there is a
significant change in PG&E's service or the customer's
equipment.  Ms. Bliss points out that raising the pressure from
a quarter to three pounds, as was done in the Rombauer's case,
constituted a change in gas supply and thus, a "significant
change in service" requiring inspection of Rombauer's delivery
system and appliances pursuant to PG&E's own standard practices.

If the Napa Action were to proceed through trial, PG&E
anticipates that a jury could find it obligated to inspect the
gas appliances.  Accordingly, PG&E could be ordered by the jury
to pay hefty fines.

To avoid unnecessary litigation and additional costs and delay,
PG&E and the Claimants decide to settle the action.  As approved
by the Court, PG&E and the Claimants agree that the Claimants
will file a formal proof of claim in PG&E's bankruptcy case for
the portion of the $1,500,000 settlement amount paid to them.
The Claim will be treated and paid like other similar allowed,
unsecured, non-priority tort claims.  The parties also agree
that the Napa Action and the Claimants' stay motion constitute
an informal proof of claim.  The Claimants will dismiss the Napa
Action with prejudice in consideration of the allowance of the
$1,500,000 Claim. (Pacific Gas Bankruptcy News, Issue No. 58;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


PENN TRAFFIC: Donlin Recano Appointed as Notice and Claims Agent
----------------------------------------------------------------
The Penn Traffic Company, and its debtor-affiliates want the
U.S. Bankruptcy Court for the Southern District of New York to
appoint Donlin Recano & Company, Inc., as Notice and Claims
Agent in these chapter 11 cases.

Donlin Recano is a data processing firm that specializes in,
among other things, acting as claims and noticing agent in
chapter 11 cases.

As Notice and Claims agent, Donlin Recano will render the
services with respect to all noticing under any applicable rule
or bankruptcy procedure:

      (i) notice of formation of creditors committee;

     (ii) any meeting of creditors under section 341 of title 11
          of the United States Code; and

    (iii) other miscellaneous notices to any entities, not
          necessarily creditors, that the Bankruptcy Court, U.S.
          Trustee, or the Debtors may deem necessary for an
          orderly administration of these chapter 11 cases.

The Debtors believe that such assistance is necessary, given the
thousands of creditors they have in these cases. Carole G.
Donlin discloses that Donlin Recano will bill the Debtors in
their current hourly rates, which average at $120 per hour.
Donlin & Recano professionals' hourly rates range from $65 per
hour to $245 per hour for principals.

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
represents 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.


PREMCOR INC: Prices PRG Unit's $300-Mill. Senior Debt Offering
--------------------------------------------------------------
Premcor Inc. (NYSE: PCO) that its wholly-owned subsidiary, The
Premcor Refining Group Inc., has priced an offering of $300
million in aggregate principal amount of 7.5% senior notes due
2015 at par 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.  Net proceeds
to the company from the offering are expected to be
approximately $295 million.  The offering is expected to close
on June 10, 2003, subject to customary conditions.

PRG intends to use the net proceeds from the offering 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.

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.


PREMCOR REFINING: S&P Rates New $250MM Senior Unsec. Debt at BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
independent petroleum refiner Premcor Refining Group Inc.'s
proposed $250 million senior unsecured notes due 2015. At the
same time, Standard & Poor's affirmed its ratings on Premcor and
parent Premcor USA Inc.

The outlook has been revised to negative from stable.

Old Greenwich, Connecticut-based Premcor has about $1.43 billion
of debt outstanding, pro forma for the $250 million in notes.

"The negative outlook on Premcor reflects Standard & Poor's
concern that the company is increasing its debt leverage during
a time when the company is facing significant capital outlays
through 2005 that could further increase its debt leverage,"
said Standard & Poor's credit analyst Steven K. Nocar. "The
proposed offering increases Premcor's debt leverage to about
56%, compared with 53% as of March 31, 2003," he continued.

Premcor is increasing its debt leverage to invest between $200
million and $220 million to expand its Port Arthur refinery.
Standard & Poor's believes that this expansion has attractive
economics and ultimately could be beneficial to Premcor's credit
quality. However, Standard & Poor's is concerned that debt
leverage could increase further, if the industry experiences a
cyclical downturn before it can complete its required spending
for clean-fuels expenditures. Over the next three years,
Premcor's capital expenditure budget contemplates about $1.4
billion in capital spending, which includes $528 million for
clean-fuels spending and $220 million for the Port Arthur
expansion project. In contrast, Premcor's trough operating cash
flow is estimated to be less than $150 million.

Standard & Poor's could lower Premcor's ratings if adverse
industry conditions along with the company's capital spending
plans increase debt leverage and materially reduce Premcor's
available cash resources. The outlook could be revised to stable
if the company proceeds with its spending plan while preserving
its financial flexibility and debt leverage. If Premcor were to
engage in a transaction that materially improves credit quality,
Standard & Poor's will reevaluate Premcor's ratings.

The negative outlook reflects the potential for a ratings
downgrade, if Premcor materially increases debt leverage to fund
its significant capital outlays through 2005 or other
initiatives. Standard & Poor's believes that Premcor's
management intends to improve its credit ratings, but positive
ratings actions are unlikely without a deleveraging transaction.
If Premcor announces a transaction that materially deleverages
the company, Standard & Poor's will reevaluate the
appropriateness of the ratings and outlook.


PREMCOR REFINING: Fitch Assigns BB- to New $250M Senior Notes
-------------------------------------------------------------
Fitch Ratings has assigned the senior unsecured debt rating of
'BB-' for Premcor Refining Group to the proposed $250 million
offering of senior notes by the company. Proceeds from the
offering will be used for ongoing capital expenditures including
the recently announced expansion of the Port Arthur refinery,
acquisitions and general corporate purposes. The new notes will
rank equally with PRG's existing senior unsecured debt. The
Rating Outlook for PRG's debt remains Positive.

On May 20, 2003, Premcor Inc. announced plans to expand the
crude capacity of the company's Port Arthur refinery from
250,000 barrels per day (bpd) to 325,000-bpd of heavy (80%) and
medium (20%) sour crude. The project will also include an
expansion of the refinery's coker capacity from 80,000 bpd to
105,000 bpd and hydrocracker from 35,000 bpd to 45,000 bpd. The
refinery will also have the flexibility to process up to 300,000
bpd with 100% heavy sour crude. The project is estimated to cost
between $200 million and $220 million and be completed by the
end of 2005.

Although the proposed debt offering will increase leverage,
Fitch expects Premcor to continue to reduce leverage going
forward as the company's credit profile continues to evolve.
Management has publicly committed to conservatively financing
its ongoing growth strategy in an effort to improve its credit
ratings. Fitch expects that the company's next sizable
acquisition will be financed with a significant component of
equity. Fitch will continue to follow developments with the
company over the next several months and take appropriate rating
actions as necessary.

The Port Arthur expansion announcement follows closely behind
the company's acquisition of the Memphis refinery in March. To
finance the Memphis acquisition, Premcor Inc. issued $306
million of common stock and $525 million of new unsecured senior
notes at the PRG level. Proceeds from the offerings were also
used to pay off the $240 million of floating rate term loans at
PRG and the remaining $40 million of subordinated debentures at
Premcor USA. At March 31, 2003, balance sheet debt under Premcor
Inc. totaled approximately $1.18 billion.

Fitch rates the debt of Premcor Refining Group (PRG) and Port
Arthur Finance Corp. as follows:

      PRG

         -- $750 million secured credit facility 'BB';
         -- Senior unsecured notes 'BB-';
         -- Senior subordinated notes 'B'.

      PAFC

         -- Senior secured notes 'BB'.

With this press release, Fitch is withdrawing the subordinated
debt rating at Premcor USA. The Rating Outlook for the debt of
PRG and PAFC remains Positive.

Premcor is a large independent refiner of petroleum products in
the United States. With the acquisition of the Memphis refinery,
Premcor operates three refineries with a combined capacity to
process 610,000-bpd of crude oil.


PRINCETON INSURANCE: Counterparty Credit Rating Dives to Bpi
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty
credit and financial strength ratings on Princeton Insurance Co.
to 'Bpi' from 'BBBpi' because of adverse reserve development in
2002 and 2001, which significantly affected the company's
operating performance and capitalization.

"Standard & Poor's believes the company will continue to be
challenged in the deteriorating medical malpractice market
within its primary state of business, New Jersey," said Standard
& Poor's credit analyst Tom E. Thun. The prior rating on the
company reflected the benefits from implied group support from
the Hum Group of Co. Inc. Because of Princeton's poor
performance, the benefit of implied group support has been
removed. "Reserve deficiencies in its medical malpractice and
workers' compensation business weighed heavily on its year-end
capitalization," Thun added, "and future underwriting
profitability to regain those losses remains questionable in the
medium term."

Headquartered in Princeton, New Jersey, the company primarily
underwrites medical malpractice (64% of direct premiums) and
workers' compensation coverages (28%). New Jersey, Pennsylvania,
and New York contribute more than 75% of total direct premium
revenue.


RIVIERA HOLDINGS: Has Until Sept. 24 to Meet Nasdaq Requirements
----------------------------------------------------------------
Riviera Holdings Corporation (Amex: RIV) announced that the
American Stock Exchange has granted the Company an extension of
time to September 24, 2004 to regain compliance with the
Exchange's listing standards.

Riviera previously reported in February 2003 that it had
received notice from the Amex indicating that it was below
certain of the Exchange's continued listing standards with
regard to net worth and losses from operations, as set forth in
Sections 1003(a)(i-iii) of the Amex Company Guide. The Company
was afforded the opportunity to submit a plan of compliance to
the Exchange and, in March 2003, presented its plan to the
Exchange. On May 30, 2003, the Exchange notified the Company
that it accepted the Company's plan of compliance and granted
the Company an extension of time to September 24, 2004 to regain
compliance with the continued listing standards. The Company
will be subject to periodic review by Exchange Staff during the
extension period. Failure to make progress consistent with the
plan or to regain compliance with the continued listing
standards by the end of the extension period could result in the
Company being delisted from The American Stock Exchange.

Riviera Holdings Corporation -- whose March 31, 2003 balance
sheet shows a total shareholders' equity deficit of about $18
million -- owns and operates the Riviera Hotel and Casino on the
Las Vegas Strip and the Riviera Black Hawk Casino in Black Hawk,
Colorado. Riviera is traded on the American Stock Exchange under
the symbol RIV.


SBARRO INC: Poor Performance Prompts S&P to Lower Ratings to B-
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Sbarro Inc. to 'B-' from
'B+'.

The outlook is negative. Melville, New York-based Sbarro had
$268 million of debt outstanding at April 20, 2003.

"The downgrade is based on the company's continued poor
operating performance that has weakened cash flow protection
measures," said Standard & Poor's credit analyst Robert
Lichtenstein. Same-store sales fell 7.1% in the first quarter of
2003, after declining 4.8% in all of 2002; EBITDA margins for
the 12 months ended April 20, 2003, decreased to 14% from 17%
the year before. As a result, EBITDA fell 64% to $5 million in
the first quarter of 2003.

Operating performance over the past two years has been
negatively affected by a reduction in shopping mall traffic
related to the general economic downturn. About 70% of the
company's restaurants are located in shopping malls. Cash flow
protection measures are very weak, with lease-adjusted EBITDA
coverage of interest of only 1.3x for the 12 months ended April
20, 2003, compared with 1.5x the year before. Standard & Poor's
is concerned that continued operating weakness could further
pressure cash flow protection measures. In addition, covenants
currently provide very limited cushion.

The ratings on Sbarro reflect the risks associated with
operating in the highly competitive restaurant industry, its
vulnerability to a reduction in mall traffic, and its highly
leveraged capital structure. These risks are partially offset by
the company's established brand of Italian specialty foods.

Liquidity is adequate with $39 million in cash and a $30 million
revolving credit facility, of which $28.1 million was available
as of April 20, 2003. Sbarro received a waiver on its credit
agreement for the first quarter of 2003, as the company was not
in compliance with its covenants. Covenants currently provide
very limited cushion. The revolving credit facility matures in
September 2004; the company's senior notes mature in 2009.

Free operating cash flow was $21 million in 2002, as management
reduced capital expenditures and investments in other concepts
to $11 million, from $23 million the year before. Standard &
Poor's expects that operating cash flow and cash balances will
be adequate to service Sbarro's debt and fund its capital
expenditures in 2003. The company has contingent liabilities
relating to investments in other concepts of about $16 million.

The negative outlook reflects Standard & Poor's concern that
Sbarro will be challenged to stem its sales decline in the
current economic environment. If credit measures continue to
weaken or if its liquidity position deteriorates, the ratings
could be lowered.

Sbarro Inc.'s 11.000% bonds due 2009 (SBA09USR1), DebtTraders
says, are trading between 84 and 88 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=SBA09USR1
for real-time bond pricing.


SECURITY INTELLIGENCE: Requires Capital Infusion to Fund Ops.
-------------------------------------------------------------
CCS International, Ltd. and its wholly owned subsidiaries are
engaged in the design, manufacture and sale of security and
surveillance products and systems. CCS is a Delaware
corporation, organized in 1992. The Company purchases finished
items for resale from independent manufacturers, and also
assembles off-the-shelf electronic devices and other components
into proprietary products and systems at its own facilities. The
Company generally sells to businesses, distributors, government
agencies and consumers through five retail outlets located in
Miami, Florida; Beverly Hills, California; Washington, DC; New
York City, and London, England and from its showroom in New
Rochelle, New York. On April 17, 2002, CCS merged with Security
Intelligence Technologies, Inc., a Florida corporation, and
became a wholly owned subsidiary of SIT. The merger has been
accounted for as a reverse acquisition, since the management and
stockholder of CCS obtained control of the merged entity after
the transaction was completed. Under reverse acquisition
accounting, CCS is considered the accounting acquirer and SIT
(then known as Hipstyle.com, Inc.) is considered the acquired
company. Inasmuch as SIT had no substantive assets or operations
at the date of the transaction, the merger has been recorded as
an issuance of CCS stock to acquire SIT, accompanied by a
recapitalization, rather than as a business combination.

The Company incurred net losses of $2,138,632 for the nine
months ended March 31, 2003 and $2,399,659 for the year ended
June 30, 2002. In addition, at March 31, 2003, the Company had a
working capital deficit of $4,146,490 and a deficiency in
stockholders' equity of $3,920,341. The Company is also a
defendant in material and costly litigation, which has
significantly impacted liquidity. The Company requires
additional financing which may not be readily available. The
Company's bank facility has terminated, and the only source of
funds other than operations has been loans from the Company's
chief executive officer.  These factors raise substantial doubt
about the Company's ability to continue as a going concern.
Management's plans with respect to these matters include to
settle vendor payables wherever possible, a reduction in
operating expenses, and continued financing from the chief
executive officer in the absence of other sources of funds.
Management cannot provide any assurance that its plans will be
successful in alleviating its liquidity concerns and bringing
the Company to the point of profitability.

Revenues for the nine months ended March 31, 2003 (the "2003
Period") were $3,069,443 a decrease of $1,052,221, or 25.5%,
from revenues of $4,121,664 for the nine months ended March 31,
2002 (the "2002 Period"). The decrease is primarily a result of
a decreased marketing effort caused by limited resources. In
particular, the Company decreased its advertising and
promotional expenditures and attended fewer international trade
shows. As long as it does not have the resources to market its
products effectively, the Company will have a difficult time
increasing revenues. In addition, its financial condition and
losses may have affected the willingness of customers to
purchase products from the Company.

Cost of sales decreased by $440,325, or 26.6%, to $1,212,461 in
the 2003 Period from $1,652,786 in the 2002 Period. Cost of
sales as a percentage of product sales decreased to 39.5% in the
2003 Period from 40.1% in the 2002 Period reflecting an
improvement in product mix.

Net loss increased by $977,714, or 84.2%, to $2,138,632 in the
2003 Period from $1,160,918, in the 2002 Period.

Security Intelligence Technologies requires significant working
capital to fund its operations. At March 31, 2003 the Company
had cash of $70,751 and a working capital deficit of $4,146,490.
Accounts payable and accrued expenses at March 31, 2003 was
$2,883,430. As a result of continuing losses, the Company's
working capital deficiency has increased. The Company funded its
operations using vendor credit, including delays in paying
accounts payable, and customer deposits. Because it has not been
able to pay some of its trade creditors in a timely manner, many
of its trade creditors require cash in advance or on delivery of
goods. The Company has been subject to litigation and threats of
litigation from its trade creditors and it has used common stock
to satisfy some of its obligations to trade creditors. Certain
shares issued by the Company to settle debt obligations contain
a price guarantee that requires the Company to settle in cash
any difference between the original face amount of the debt and
proceeds from the creditor's subsequent sale of the shares. As a
result, the Company has contingent obligations to some of these
creditors. With respect to 577,000 shares of common stock issued
during the nine months ended March 31, 2003 and the last quarter
of the fiscal year ended June 30, 2002, the market value of the
common stock on March 31, 2003 was approximately $326,243 less
than the guaranteed price.  The Company's accounts payable and
accrued expenses increased from $2,030,866 at June 30, 2002 to
$2,883,430 at March 31, 2003 reflecting the inability to pay
creditors current. The Company also had customer deposits and
deferred revenue of $2,016,660 at March 31, 2003 that relate to
payments on orders which had not been filled at that date. The
Company has used its advance payments to enable it to continue
operations. If its vendors do not extend to the Company the
necessary credit the Company may not be able to fill current or
new orders, which may affect the willingness of clients to
continue to place orders with the Company.

Since the completion of the merger in April 2002 the Company has
sought, and been unsuccessful, in its efforts to obtain funding.
Because of its losses, it is not able to increase its borrowing.
The bank facility terminated on November 1, 2002. To date,
Security Intelligence Technologies does not have an agreement
with respect to a renewal of a credit facility with this lender
or any agreement with any replacement lender. The failure to
obtain a credit facility could materially impair the Company's
ability to continue in business, and management has indicated
that there is no assurance that the Company will be able to
obtain the necessary financing. The main source of funds other
than the bank facility has been from vendor credit and loans
from its chief executive officer. Because of both its low stock
price and its losses, the Company has not been able to raise
funds through the sale of equity securities. It may not be able
to obtain any additional funding, and, if unable to raise
funding, the Company may be unable to continue in business.
Furthermore, if unable to raise funding in the equity markets,
its stockholders will suffer significant dilution and the
issuance of securities may result in a change of control.
Management cannot provide any assurance that its plans will be
successful in alleviating its liquidity concerns and bringing
the Company to the point of profitability. Management has stated
that if unsuccessful in these efforts it may be necessary for
Security Intelligence Technologies to seek protection under the
Bankruptcy Code.


SORRENTO NETWORKS: Completes Capital & Corp. Restructuring Plan
---------------------------------------------------------------
Sorrento Networks Corporation (Nasdaq:FIBR), a leading supplier
of intelligent optical networking solutions for metro and
regional applications, has completed the capital and corporate
restructuring plan that was approved by shareholders on May 29,
2003.

"This is an exciting day in the history of Sorrento," stated
Phil Arneson, chairman and chief executive officer of Sorrento
Networks. "This comprehensive restructuring gives us a new
beginning. It dramatically improves our balance sheet, increases
our sales opportunities with major customers and provides
flexibility to raise the additional capital we need. In
addition, the contemplated merger of our two operating
subsidiaries will simplify our corporate structure. We can now
focus all of our energy on growing the business and maximizing
shareholder value."

Arneson continued, "It has taken many months of tireless effort
by a dedicated management team to make this restructuring plan a
reality. We have overcome every obstacle, defied the odds
against us, and have emerged from this process stronger than
ever -- poised for growth. We have great technology, a sound
product strategy, and a loyal customer base. We have the right
people in place to accomplish wonderful things in the future. I
want to thank Sorrento's loyal employees again for their
dedication, and the Series A Preferred shareholders and
debenture holders for their cooperation with and confidence in
Sorrento."

"We are dedicated to the future prosperity of Sorrento,"
concluded Arneson.

                     Restructuring Plan Summary

The Restructuring Plan in its entirety is described in the proxy
statement that was mailed to shareholders on April 15, 2003. In
brief, the Company's $81 million in debt obligations consisting
of $32.2 million in convertible bonds and $48.8 million in an
outstanding "put" from the Series A Preferred shareholders have
been converted into common shares of the Company and into $12.5
million in new secured convertible debentures maturing in August
2007. The Senior Convertible Debenture Holders and Series A
Preferred Shareholders have received common shares and new
convertible debentures, which, in the aggregate, represent
approximately 87.5% of the Company's common stock on a "diluted
basis," a term that is also described in the proxy statement.
Existing shareholders retained 7.5% of the common stock of the
Company on the same diluted basis and will receive non-
transferable warrants to purchase approximately 5% of the
Company's common stock.

In addition, the Company has reincorporated in the State of
Delaware, and will soon merge its two operating subsidiaries,
Sorrento Networks, Inc. and Meret Communications, Inc., into
itself.

     PROFORMA CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
                             (In Thousands)

                             Historical   Proforma     Proforma
                              April 30,                April 30,
                                2003     Adjustments     2003
                             ----------  -----------   ---------
TOTAL CURRENT ASSETS           26,370            -      26,370
TOTAL CURRENT LIABILITIES      64,040      (48,800)     15,240
TOTAL STOCKHOLDERS' EQUITY    (39,587)      55,640      16,053

                          Nasdaq Listing

Completion of the restructuring plan has satisfied the
shareholder equity requirement for continued listing on the
Nasdaq National Market. As noted above, as a result of the
consummation of the restructuring transaction, the Company now
has a positive shareholders' equity in excess of $10 million.

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


SPIEGEL GROUP: May 2003 Net Sales Slide-Down 11% to $151 Million
----------------------------------------------------------------
The Spiegel Group (Spiegel, Inc.) reported net sales of $150.9
million for the four weeks ended May 24, 2003, an 11 percent
decrease from net sales of $169.9 million for the four weeks
ended May 25, 2002.

For the 21 weeks ended May 24, 2003, net sales declined 22
percent to $680.0 million from $873.9 million in the same period
last year.

The company also reported that comparable-store sales for its
Eddie Bauer division decreased 1 percent for the four-week
period and 9 percent for the 21-week period ended May 24, 2003.
Eddie Bauer retail sales reflect strong customer response to its
women's apparel offer, offset by weakness in its men's apparel
offer and the home division.

Net sales for May include $25.5 million in liquidation sales
resulting from the sale and transfer of inventory to an
independent liquidator in conjunction with the closing of 81
stores. The liquidator is conducting store-closing inventory
sales as part of the plan to close 60 Eddie Bauer retail and
outlet stores, 16 Spiegel outlet and clearance stores and five
Newport News outlet stores. Excluding the liquidation sales, the
Group's net sales from retail and outlet stores fell 6 percent
compared to last year, reflecting a decline in comparable-store
sales and fewer stores compared to last year. Direct net sales
(catalog and e-commerce) decreased 41 percent compared to last
year, primarily due to lower customer demand and a planned
reduction in catalog circulation.

In addition, the company believes that direct sales, and to a
lesser extent store sales, continue to be negatively impacted by
the company's decision in early March to cease honoring the
private-label credit cards issued by First Consumer National
Bank to customers of its merchant companies (Eddie Bauer,
Newport News and Spiegel Catalog). In early May, the company
launched new credit card programs using a third-party credit
card provider. The company stated that it is very pleased to
have the new credit card programs in place to strengthen their
marketing efforts, however, it will take time to rebuild
customer utilization of its private-label credit cards.

The Spiegel Group is a leading international specialty retailer
marketing fashionable apparel and home furnishings to customers
through catalogs, specialty retail and outlet stores, and e-
commerce sites, including eddiebauer.com, newport-news.com and
spiegel.com. The Spiegel Group's businesses include Eddie Bauer,
Newport News and Spiegel Catalog. Investor relations information
is available on The Spiegel Group Web site at
http://www.thespiegelgroup.com


SPX CORP: Prices Offering of $300 Million of 6.25% Senior Notes
---------------------------------------------------------------
SPX Corporation (NYSE: SPW) has priced an offering of $300
million of 6.25% senior unsecured notes due 2011 under its
existing base shelf prospectus.  The size of the offering was
increased to $300 million from the $200 million originally
announced.  SPX intends to use the net proceeds from the
offering for general corporate purposes, including primarily the
repayment of debt.

The transaction is being managed by a group led by J.P. Morgan
Securities Inc. and is expected to settle on or before Monday,
June 16, 2003.  The final prospectus relating to this offering,
as well as SPX's Internet home page, contains updated financial
and other information regarding SPX.  A copy of the final
written prospectus relating to this offering may be obtained
from J.P. Morgan Securities Inc. at 34 Exchange Place, Plaza 2,
4th Floor, Jersey City, New Jersey 07311, Attention:  Prospectus
Department, Facsimile: (201) 524-8072.  These documents will be
filed with the Securities and Exchange Commission no later then
Monday, June 9, 2003 and also will be available over the
Internet from the SEC's Web site at http://www.sec.gov

SPX Corporation (S&P/BB+/Positive) is a global provider of
technical products and systems, industrial products and
services, flow technology and service solutions.  The Internet
address for SPX Corporation's home page is http://www.spx.com


TECH LABS: Ability to Continue as Going Concern is in Doubt
-----------------------------------------------------------
As a result of operating losses and negative cash flows
experienced during 2001 and 2002, Tech Labs has a tenuous
liquidity position.  If sales do not improve or alternate
financing is not obtained, substantial doubt exists about Tech
Labs' ability to continue as a going concern.  The Company
signed a promissory note in the principal amount of $12,000,
dated April 8, 2003, which was due May 8, 2003 and is presently
outstanding and in default.

Sales were $94,327 for the first quarter of 2003 as compared to
$122,830 for the similar period of 2002. This decrease was due
to the continuing effects of the economic downturn.

Cost of sales of $58,165 for the first quarter of 2003 has been
decreased by $24,131 compared to the same period of 2002,
primarily due to the sales decline.

Selling, administrative, and general expenses decreased by
$101,960 compared to the same period of 2002 due to reductions
in marketing, sales, and administrative expense necessitated by
sales reductions.

Loss from operations of $26,540 improved $97,588 compared to a
loss of $124,128 for the prior period as a direct result of cost
reductions.

During the first quarter of 2003, the Company is still suffering
from the economic downturn.

Cash Flow for the first quarter of 2003 was a positive $56,695
as a result of the reductions in current assets necessitated by
the continuing economic downturn in the telecommunications
industry.

               LIQUIDITY AND CAPITAL RESOURCES

The Company's operating activities generated cash of $52,772
during the three months ended March 31, 2003, as compared to
utilizing cash of $360,736 during the three months ended
March 31, 2002.


TENERA INC: Sells e-Learning Business to SkillSoft for $5 Mill.
---------------------------------------------------------------
As previously announced, management of TENERA, Inc. (AMEX:TNR)
has undertaken efforts to either sell or dispose of its
operating segments as quickly as possible this year or permit
its operating units to dispose of their assets. The Company then
reported its transfer in March 2003 of the ownership and
operations of TENERA Energy, LLC, part of the Professional and
Technical Services segment, to the former employees of that
subsidiary.

Thursday last week, the Company closed the sale of all of the
assets of the e-Learning business of its subsidiary, GoTrain
Corp. SkillSoft Corporation., a Delaware subsidiary of SkillSoft
PLC, (Nasdaq:SKIL) acquired the assets for approximately $5
million in cash.

Management anticipates that the net cash proceeds from the sale
will be used to fund acquisition escrow requirements, complete
course work obligations to the acquirer, pay the transaction-
related taxes, retire the indebtedness of approximately $1.6
million owed to GoTrain Debenture holders, meet the obligations
of the Company's other creditors, and offset costs associated
with the disposition plan underway. There is no assurance that
any portion of the cash received from the sale of assets of
GoTrain or any of the Company's other businesses will be
available for distribution to TENERA's shareholders.

The Company continues to operate its remaining subsidiary TENERA
Rocky Flats, LLC. However, as previously announced the Company
is reviewing various disposition alternatives for that
subsidiary.

Tenera Inc.'s March 31, 2003 balance sheet shows a working
capital deficit of about $2.6 million, and a total shareholders'
equity deficit of about $2 million.


TIMCO AVIATION: March 31 Balance Sheet Upside-Down by $96.4 Mil.
----------------------------------------------------------------
TIMCO Aviation Services, Inc. (OTC Bulletin Board: TMAS)
announced its results of operations for the first quarter of
2003. Revenue for the three months ended March 31, 2003 was
$51.3 million compared to revenue of $57.5 million for the
comparable 2002 period. Net income for the first quarter of 2003
was $0.3 million, compared to a net income of $20.9 million for
the first quarter of 2002.

Net income for the first quarter of 2002 included three items
that the Company believes are unusual items: (i) a $27.3 million
extraordinary gain associated with the Company's restructuring,
(ii) an $8.0 million non-cash charge relating to the Company's
agreement to settle a then-outstanding class action lawsuit, and
(iii) a $3.8 million tax benefit arising from a change in U.S.
federal tax laws governing the carryback of net operating
losses. Without the effects of these items, the Company would
have reported a first quarter 2002 net loss of $2.2 million.
Management believes that comparison of its first quarter 2003
net income to its first quarter 2002 net loss without the effect
of the above-described unusual items provides a useful measure
for investors to compare the Company's period-to-period results
of operations.

At March 31, 2003, the Company's balance sheet shows a working
capital deficit of about $17 million, and a total shareholders'
equity deficit of about $96.4 million.

Roy T. Rimmer, Jr., the Company's Chairman and Chief Executive
Officer, stated: "Our business continues to be impacted by the
dynamic forces that are affecting the airline industry,
including such factors as the ongoing war on terrorism, the
state of the economy, the decline in passenger travel and the
price of jet fuel. Notwithstanding, we believe that we are
beginning to see some positive momentum in the marketplace, with
several of our existing customers recently increasing the amount
of maintenance that they outsource to us and several new
customers beginning to utilize our services to meet their
maintenance requirements. We also continue to benefit from the
ongoing support of our principal stockholder who has recently
agreed to provide us with a $6 million, three-year loan."

TIMCO Aviation Services, Inc. is among the largest providers of
fully integrated aviation maintenance, repair and overhaul
services for major commercial airlines, regional air carriers,
and air cargo carriers in the world. The Company currently
operates four MR&O businesses: TIMCO, which, with its four
active locations (Greensboro, NC, Macon, GA, Lake City, FL and
Goodyear, AZ), is one of the largest independent providers of
heavy aircraft maintenance services in North America; Aircraft
Interior Design and Brice Manufacturing, which specialize in the
refurbishment of aircraft interior components and the
manufacture and sale of PMA parts and new aircraft seats; TIMCO
Engineered Systems, which provides engineering services to both
our MR&O operations and our customers; and TIMCO Engine Center,
which refurbishes JT8D engines.


TIME WARNER: Lauds Appeals Court Decision on Tex. Phone Business
----------------------------------------------------------------
Time Warner Telecom, a leader in providing metro and regional
optical broadband networks and services to business customers in
Texas, supports the Texas Third District Court of Appeals ruling
announced today that Texas Building Access Statutes are
constitutional.

The Travis County District Court ruled last year that the Texas
Building Access Statutes were constitutional.  The Texas
Building Owners and Managers Association had opposed those rules
as unconstitutional and filed an appeal with the Third District
Appeals Court.

"We are pleased that the Third District Appeals Court also
upheld the legislature's intent that these statutes promote
competition in Texas by ensuring that building tenants have the
ability to chose their provider for local telecom services,"
said Kristie Flippo, Vice President - Regulatory Affairs for
Time Warner Telecom in Texas.

In its opinion, the Third District Court said, "Our holding
today recognizes the important role that the Building Access
Statutes play in achieving the state's policy objective to
transition from traditional telecommunications regulation to a
competitive marketplace." Furthermore, they said, "The Court has
little doubt that the legislature intended that the policy of
competition would impact the Building Owners' property rights in
specific situations, however, the legislature designed the
Statutes to balance the forces of competition and consumer
choice with the rights of property owners to be compensated in
the event of a taking."

"We have always maintained that these statutes are proper
because they allow tenants in Texas buildings to choose their
own local telecom provider based on price, time to deliver, and
the best technology available for their needs, rather than being
constrained to the telephone service provider the building owner
or property manager selects," said Nick Summitt, Time Warner
Telecom's Southwest Area Vice President.

The Texas legislature foresaw discriminatory practices related
to building access as a potential problem that could inhibit
phone competition when they enacted the law in 1995.  Building
owners and managers have fought the law on the erroneous basis
that the nondiscrimination statute is unconstitutional.

"The Texas Legislature, in PURA 95, passed a law that is well
thought out and clearly draws a balance of both the interests of
property owners and new telecom and data providers, like Time
Warner Telecom," Flippo added.

Time Warner Telecom of Texas L.P. is a subsidiary of Time Warner
Telecom Inc., (Nasdaq: TWTC) headquartered in Littleton, Colo.
Time Warner Telecom delivers "last-mile" broadband data,
dedicated Internet access and voice services for businesses in
Texas and 21 other states.  One of the country's premier
competitive telecom carriers, Time Warner Telecom delivers
broadband services to large and medium customers in 44 U.S.
metropolitan areas over its fast, powerful and flexible, fiber,
facilities-based metro and regional optical networks.  Visit
http://www.twtelecom.comfor more information.

As reported in Troubled Company Reporter's November 13, 2002
edition, Standard & Poor's affirmed its single-'B' corporate
credit rating on competitive local exchange carrier Time Warner
Telecom Inc., and removed the rating from CreditWatch with
negative implications.

The rating was originally placed on CreditWatch on September 24,
2002 due to concerns about the company's ability to meet bank
loan covenants in 2003. At September 30, 2002, the Littleton,
Colorado-based company had $1.1 billion of total debt
outstanding. The outlook is negative.

Time Warner Telecom Inc.'s 9.750% bonds due 2008 (TWTC08USR1)
are trading below par at 90.5 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=TWTC08USR1
for real-time bond pricing.


TRICORD SYSTEMS: Successfully Emerges from Bankruptcy Proceeding
----------------------------------------------------------------
Tricord Systems, Inc. (Pink Sheets: TRCDQ) announced that the
Company's Plan of Reorganization, which was confirmed by the
United States Bankruptcy Court for the District of Minnesota on
May 7, 2003, becomes effective June 5, 2003. As a result, the
Company has discontinued all remaining operations. Payments to
the Company's creditors and preferred shareholder will begin
immediately as set forth in the Plan. As described in the
Company's press release dated November 1, 2002, the Company sold
substantially all of its assets to Adaptec.

Pursuant to the Plan, effective June 5, 2003, each share of
outstanding common stock is automatically cancelled, annulled
and extinguished without affecting each common shareholder's
right to receive a pro rata share of the liquidation of the
Company's remaining assets after payment in full of all allowed
senior claims and certain expenses. Therefore, the Company's
outstanding shares of common stock can and should no longer be
purchased or sold or otherwise transferred.


TROLL COMMS: Graham Curtin Retained as General Corporate Counsel
----------------------------------------------------------------
Troll Communications LLC and its debtor-affiliates seek approval
from the U.S. Bankruptcy Court for the District of Delaware to
hire Graham, Curtin & Sheridan as their General Corporate
Counsel.

The Debtors report that prior to the Petition Date, they
retained the services of Graham Curtin for advice and
representation in a variety of general corporate matters.  Since
its retention, Graham Curtin has advised the Debtors' Board of
Directors with respect to certain corporate issues.

The Debtors want to continue obtaining advice and counsel from
Graham Curtin during these chapter 11 cases.  The Debtors assure
the Court that the services provided by Graham Curtin will not
duplicate the services of other professionals retained in these
cases.

The attorneys who will be active in representing the Debtors and
their current hourly rates are:

      Kenneth W. Vest         Partner, Corporate    $300 per hour
      Stephen V. Gimigliano   Partner, Litigation   $300 per hour
      Robert P. Regimbal      Partner, Corporate    $285 per hour
      Robert W. Mauriello     Partner, Litigation   $220 per hour
      Leslie A. Wiesner       Legal Assistant       $ 90 per hour

Troll Communications L.L.C., Publishes and distributes books and
other educational materials primarily aimed at the pre-K through
9th grade market.  The Debtors filed for chapter 11 protection
on May 16, 2003 (Bankr. Del. Case No. 03-11508).  Raymond Howard
Lemisch, Esq., at Adelman Lavine Gold and Levin, PC represents
the Debtors in their restructuring efforts. When the Company
filed for protection from its creditors, it listed estimated
assets and debts of over $100 million each.


UNION ACCEPTANCE: Files Proposed Reorganization Plan in Indiana
---------------------------------------------------------------
Union Acceptance Corporation filed its plan of reorganization in
its Chapter 11 bankruptcy proceeding with the U.S. Bankruptcy
Court and released its financial statements for calendar 2002.

                     2002 Results of Operations

UAC reported a net loss for the year ended December 31, 2002 of
$183.4 million. Operations were adversely affected by events
giving rise to the Company's Chapter 11 bankruptcy filing and
related developments, including the termination of receivable
acquisition activities and significant administrative expenses
associated with the bankruptcy case. The results were
significantly adversely affected by the impairment of the
Company's retained interest in securitized assets over the
course of the year.

Results for the year ended December 31, 2002 include a total of
$173.0 million in charges for the impairment of retained
interest. The charge for the impairment of the retained interest
during the year ended December 31, 2002 was the result of
several factors including, but not limited to, increasing loss
trends, the impact of the Company's voluntary filing for
reorganization under Chapter 11 of the United States Bankruptcy
Code, continued recessionary trends in the U.S. economy,
increases in consumer bankruptcy filings and a reduction in
resale auction values of repossessed collateral. Specifically,
the bankruptcy event has impacted the retained interest as a
result of the capturing of additional cash flows within the
securitization trusts. The bankruptcy event will extend the
timing of the ultimate cash flows from the securitization
trusts.

The majority of the charge for the impairment of retained
interest related to the estimated credit losses. The Company
estimates gross credit losses and credit loss severity using
available historical loss data for comparable receivables and
the specific characteristics of the receivables purchased by the
Company. During the year ended December 31, 2002, the Company
implemented enhanced loss curves and further refined these
curves which are based on the Company's relational risk
management database which dates back to 1992, and incorporates
approximately 670,000 consumers representing over $10.0 billion
in acquired receivables. As a result of implementing these loss
curves, during the year ended December 31, 2002, the Company
determined it was necessary to adjust the expected loss rates on
most pools to reflect the losses experienced which more fully
incorporate the effects of current economic events and trends.
Although the existing loss curves were the basis for the changes
in the expected loss rates, the Company also considers its
exposure to credit losses in light of current delinquency and
loss rates, consumer bankruptcy trends, recessionary economic
trends, and other events. At December 31, 2002, the weighted
average net credit loss assumption as a percentage of the
original principal balance over the life of the receivables to
value retained interest was 8.95%.

In addition, the Company adjusted its estimate of the discount
rate on the expected cash flows released from the securitization
trusts. The Company used a flat discount rate of 15% to value
retained interest at December 31, 2002.

The Company also further refined and adjusted its methods to
value the other components of retained interest during the year
ended December 31, 2002 to reflect the current economic
conditions and the impact of the bankruptcy filing on the cash
requirements of the securitizations as described above.

Union Acceptance's December 31, 2002 balance sheet shows a total
shareholders' equity deficit of about $10.7 million.

"Our retained interest is our most significant remaining asset,"
commented Lee Ervin, UAC's chief executive officer. "Obviously,
our portfolio has continued to be severely affected by consumer
credit trends witnessed in the broader economy and we have
sought to fully reflect the impact of these trends as well as
the impact of our bankruptcy on its value. We remain optimistic
that our available cash resources will be sufficient to repay
our creditors. What value will remain for equity after our
creditors are repaid pursuant to a plan of reorganization is
subject to a number of factors that are difficult to predict. Of
course, our future net losses in the portfolio will be a
significant factor and much will depend on the effectiveness
over time of our new servicer, Systems & Services Technologies,
Inc.  Because we anticipate that any plan of reorganization will
provide for repayment of our creditors over time, realization of
remaining value, if any, by our equity holders from our
remaining assets will be several years away."

As previously announced, UAC transferred the servicing of its
securitized portfolio to SST on April 18, 2003.

                   Plan of Reorganization Filed

UAC also announced that it has filed its proposed plan of
reorganization with the U.S. Bankruptcy Court. The proposed plan
is available from the Company's Web site at http://www.uaca.com
Generally, the plan calls for the use of available cash
resources and cash flows to be released over time from the
retained interest to repay creditors in their order of priority.
Holders of senior and senior subordinated notes would receive
new notes reflecting these rights. Holders of smaller unsecured
claims would be entitled to elect a discounted repayment in
exchange for early payout for convenience. The plan is subject
to a vote by creditors of the affected classes to accept or
reject it and approval by the Bankruptcy Court. The plan may be
modified as discussions with creditors continue.

Union Acceptance Corporation is a specialized financial services
company headquartered in Indianapolis, Indiana. Union Acceptance
filed a petition for reorganization under Chapter 11 of the
Bankruptcy Code in the Southern District of Indiana,
Indianapolis Division of the U.S. Bankruptcy Court on
October 31, 2002 to facilitate a financial restructuring.


UNITED AIRLINES: Court OKs Bain & Co.'s Retention as Consultants
----------------------------------------------------------------
United Airlines Inc. and its debtor-affiliates sought and
obtained Judge Wedoff's permission to employ Bain & Company as
their strategic consultants.  The Debtors needed Bain's services
in connection with the future strategy and operations of their
Express Carrier unit and as negotiating agent for the Express
Carrier Agreements.

United Express is operated by several regional airlines
including Atlantic Coast Airlines, SkyWest Airlines and Air
Wisconsin Airlines. Under the Express Contracts, prices are
calculated on a fee-per-departure basis.  The Debtors have
determined that the prices currently being paid are higher than
existing market rates.  Therefore, United will seek to reduce
costs through renegotiation or rejection of the agreements.

In return for its services, Bain will be paid flat monthly fees:

       February 2003                 $525,000
       March 2003                     525,000
       April 2003                     446,000
       After April 2003               267,000

United has agreed to provide Bain with a $500,000 retainer.  In
addition, Bain will be entitled to reimbursement of reasonable
fees and expenses connected with services rendered to the
Debtors, subject to a $200,000 cap.

Specifically, Bain will provide:

    1) Consulting Services -- determining the optimal mix of
       mainline and express flying in United's post Chapter 11
       structure, including the use of regional jets, designing a
       new express schedule, and developing a full set of
       potential negotiating tactics; and

    2) Negotiating Services -- leading the negotiation team,
       engaging regional carriers in negotiating new contracts,
       managing negotiation logistics, and driving completion of
       the contract negotiation process to realize optimal
       savings. (United Airlines Bankruptcy News, Issue No. 19;
       Bankruptcy Creditors' Service, Inc., 609/392-0900)


UNITED AIRLINES: May 2003 Revenue Passenger Miles Tumble 13.8%
--------------------------------------------------------------
United Airlines (OTC Bulletin Board: UALAQ) reported its traffic
results for May 2003. United reported a passenger load factor of
77.2 percent, up 4.0 points from a year ago.  Total scheduled
revenue passenger miles declined in May by 13.8 percent on a
capacity decrease of 18.3 percent.

United operates more than 1,700 flights a day on a route network
that spans the globe. News releases and other information about
United may be found at the company's Web site at
http://www.united.com


UNIVERSAL ACCESS: Fails to Maintain Nasdaq Listing Requirements
---------------------------------------------------------------
Universal Access Global Holdings Inc. (Nasdaq: UAXS) received a
Nasdaq Staff Determination on June 3, 2003 indicating that the
Company fails to comply with the $1.00 per share minimum bid
price requirement for continued listing set forth in Marketplace
Rule 4310(C)(4) and that its securities are, therefore, subject
to delisting from the Nasdaq SmallCap Market. The Company has
requested a hearing before a Nasdaq Listing Qualifications Panel
to review the Staff Determination. There can be no assurance the
Panel will grant the Company's request for continued listing.
The Company anticipates that its common stock will continue to
be quoted on the Nasdaq SmallCap Market pending the Panel's
decision.

At the Company's Annual Meeting of Stockholders, currently
scheduled to be held on July 1, 2003, the Company expects to
seek stockholder approval of an amendment to the Company's
restated certificate of incorporation to effect a reverse stock
split of the Company's issued and outstanding common stock. If
the reverse stock split is approved by the Company's
stockholders, the Company's board of directors may subsequently
effect, in its sole discretion, the reverse stock split based
upon any of the following three ratios: one-for-twenty, one-for-
thirty or one-for-forty.

Universal Access (Nasdaq: UAXS) specializes in
telecommunications procurement services for carriers, service
providers, cable companies, system integrators and government
customers worldwide. Universal Access is headquartered in
Chicago, IL. Additional information is available on the
company's Web site at http://www.universalaccess.net

At December 31, 2002, Universal Access' balance sheet shows a
working capital deficit of about $12 million, while total
shareholders' equity has further shrunk to about $9 million from
about $100 million a year ago.


US AIRWAYS: Katz Tech Demands Administrative Expense Payment
------------------------------------------------------------
Ronald A. Katz Technology Licensing, L.P., in Milford,
Connecticut, a creditor in these cases, asks Judge Mitchell to
compel US Airways Group Inc., and its debtor-affiliates to pay
its administrative expense claim.

RAKTL has a portfolio of 49 U.S. patents, 21 pending
applications and several foreign equivalents, for a total of
3,000 issued and pending claims.  The patents at issue represent
pioneering work in the field of computer telephony.  Bradford F.
Englander, Esq., at Linowes & Blocher, alleges that from 1996
until the present, the Debtors have infringed upon various RAKTL
patents.  RAKTL has sent the Debtors several infringement
notices but this infringement has continued.

The Debtors used RAKTL's interactive communication services
technology.  This consists of providing automated customer call
processing services, where customers are able to retrieve
information from and transact business with the Debtors.  RAKTL
technology is so central to the Debtors' operations, that they
could not cease its use without jeopardizing the estates.

The Reorganized Debtors have accrued royalties to RAKTL from
August 11, 2002 until the present.  The Debtors have continued
to utilize the technologies protected by RAKTL patents in their
everyday business operations without permission.  Use of the
patented technologies constitutes an actual and necessary
expense of the bankruptcy estates.  RAKTL alleges that
postpetition damages from infringement amount to $1,147,595.

Mr. Englander notes that despite notices of infringement, the
Debtors have failed to negotiate with RAKTL to secure a license
to continue to use the technology and have never paid any
royalties to RAKTL for use of the technology.

Thus, RAKTL asks the Court to compel the Debtors to immediately
pay $1,147,595 to RAKTL for administrative expenses and enter
into good faith negotiations to secure a license for future use
of the technology. (US Airways Bankruptcy News, Issue No. 33;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


U.S. STEEL: Execs. Carson, Goettge & Foster Retiring this Month
---------------------------------------------------------------
United States Steel Corporation (NYSE: X) announced that Dr.
Charles G. (Chuck) Carson, vice president-environmental affairs;
Thomas W. Goettge, vice president-raw materials; and Donald L.
Foster, vice president-international and president-UEC
Technologies LLC, have elected to retire at the end of June.  In
an earlier release, U. S. Steel announced the retirement of
Charles C. Gedeon, executive vice president-raw materials and
transportation.  The company will not fill the vacancies created
by these retirements, but will reassign their responsibilities
to other officers and managers.

Carson, 61, joined U. S. Steel in 1970 as a research engineer at
the company's Research Center in Monroeville, Pennsylvania, and
progressed through a series of technical and management
positions in both research and commercial operations.  In 1993,
Carson was appointed to his current position as vice president-
environmental affairs with responsibility for overseeing U. S.
Steel's environmental compliance and improvement activities, and
coordinating the company's relationships with various
environmental agencies and groups.

"During his tenure as vice president of environmental affairs,
Chuck has taken U. S. Steel beyond environmental compliance and
established the company as a leader in environmental
stewardship," said U. S. Steel Chairman and Chief Executive
Officer Thomas J. Usher.  "He is recognized as an innovative
leader throughout the company and throughout the industry."

Goettge, 59, began his career with U. S. Steel in 1965 as a
process analyst at Clairton Works.  He moved through a series of
operating and management positions and in 1972 was part of a
team that commissioned the Q-BOP steelmaking facility at Gary
Works in Indiana.  In 1984, Goettge oversaw installation of the
slab caster at Fairfield Works in Birmingham, Alabama, and in
1990 became project manager for U. S. Steel's new joint venture,
PRO-TEC, a hot dip galvanizing facility in Leipsic, Ohio.  Under
Goettge's leadership, Clairton Works, a cokemaking facility,
became the first heavy industrial facility in the United States
to achieve the ISO 14001 environmental management certification
and became the environmental standard against which other coke
facilities are measured.

"U. S. Steel has long depended upon Tom's technological
knowledge, operating experience and leadership skills to help
keep us in the forefront of our industry," said Usher.  "He has
left an enduring legacy at U. S. Steel that few can match."

Foster started his career with U. S. Steel in 1979 as a
management trainee at Gary Works and moved into sales in 1980.
He held a variety of sales and marketing positions with the
company and in 1999 was elected president-United States Steel
International, Inc.  In 2002, he was named to his current post,
vice president-international with responsibility for
international business development and trade issues; and was
also named president of UEC Technologies LLC, U. S. Steel's
technology consulting business.

Commenting on Foster's career at U. S. Steel, Usher said, "Don's
commitment to customer service both in the United States and
abroad have contributed significantly to the company's success
in a highly competitive global steel market."

For executive biographies and information about U. S. Steel,
visit http://www.ussteel.com.

                          *   *   *

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

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

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


U.S. STEEL: Undertaking Major Senior Management Restructuring
-------------------------------------------------------------
Thomas J. Usher, chairman and chief executive officer of United
States Steel Corporation (NYSE: X), announced a major
restructuring of the senior management of the corporation
effective June 1. This reorganization, coupled with several
recently announced retirements, is part of the company's plan to
streamline executive management and accomplish the dual goals of
successfully integrating the National Steel assets into U. S.
Steel and continuing the company's strategic growth initiatives,
both domestically and internationally.

"U. S. Steel made a commitment to our shareholders, the United
Steelworkers of America and President Bush to reduce costs and
become more globally competitive," said Usher. "This
reorganization of senior management is one more step in the
process and will set the stage for the further reorganization of
management and non-represented workers."

In the new organization, John P. Surma, Jr., who was elected
president of U. S. Steel in February, has been named president
and chief operating officer in keeping with his responsibility
for the day-to-day operation of the company. Surma, who is also
a member of the board of directors, will continue to report to
Usher.

Roy G. Dorrance, formerly vice chairman and chief operating
officer, will remain as vice chairman, reporting to Usher. He
will work directly with the chairman on domestic and
international initiatives. Dorrance is a member of the board of
directors.

John H. Goodish has been named executive vice president-
operations. Goodish served as president of U. S. Steel Kosice
(USSK), the company's steelmaking operation in the Slovak
Republic, before returning to the United States in February as
executive vice president-international and diversified
businesses. In his new position, Goodish will report to Surma
and oversee the company's domestic and international operations.

Reporting to Goodish are J. Paul Kadlic, who has been named
executive vice president-commercial with responsibility for
North American sales and marketing; David H. Lohr, who has been
named vice president-plant operations with responsibility for
the company's domestic steel and raw material operating
facilities; James D. Garraux, who has been named vice president-
labor relations and purchasing with responsibility for the
company's domestic represented workforce and the purchasing
function; Leonard H. Chuderewicz, who has been named vice
president-diversified businesses including responsibility for
USS Real Estate and Transtar, Inc.; and Christopher J. Navetta,
who will continue as president-USSK and will oversee activities
in Serbia.

Thomas W. Sterling, formerly president-Transtar, Inc., has been
named senior vice president-human resources. In his new
position, Sterling will be responsible for human resources for
non-represented employees. His immediate charge will be to
oversee the administrative cost reduction process, currently
under way. Sterling will report to Surma.

Gretchen R. Haggerty will continue as executive vice president,
treasurer and chief financial officer, and will continue to
report to Surma.

Dan D. Sandman will continue as vice chairman and chief legal
and administrative officer, reporting to Surma. Sandman will
have responsibility for law, environmental affairs, governmental
relations, public affairs and executive compensation. Reporting
to Sandman are Terrence D. Straub, senior vice president-public
policy and governmental affairs, and Stephan K. Todd, who has
been named vice president-law and environmental affairs. Sandman
is a member of the board of directors.

John J. Connelly, vice president-strategic planning and business
development and John J. Quaid, manager-investor relations, will
continue to report to Usher.

For more information about U. S. Steel visit our web site at
http://www.ussteel.com.


VENTAS INC: Appoints Thomas C. Theobald to Board of Directors
-------------------------------------------------------------
Ventas, Inc. (NYSE:VTR) has appointed Thomas C. Theobald, a
Managing Director with William Blair Capital Partners and the
former Chairman and CEO of Continental Bank Corp., to its Board
of Directors, effective immediately.

"With more than 30 years of experience in finance, Tom was
instrumental in restoring Continental Bank's reputation and
profitability. He is one of the country's most respected banking
executives and he will be a great asset to Ventas," Chairman,
President and CEO Debra A. Cafaro said. "The election of
additional independent Directors like Tom Theobald underscores
our commitment to sound corporate governance as an important
component to building shareholder value."

Theobald, 66, headed Continental Bank from 1987-1994, initially
when it was controlled by the Federal Deposit Insurance
Corporation following the bank's failure in 1984. Under his
leadership, Continental's revenues and profits increased,
producing a 15.6 percent return on equity in 1993. Theobald
guided the bank's return to public ownership in 1991 and oversaw
its sale to BankAmerica in 1994. Prior to that, Theobald worked
at Citicorp/Citibank from 1960 to 1987, rising to the level of
Vice Chairman. His experiences at Citibank included global
corporate banking, international investment banking, and
worldwide investment management. Theobald received a B.A. from
Holy Cross College and an MBA from Harvard Graduate School of
Business.

Theobald commented, "Ventas's successes over the last several
years have been exciting to watch, and I look forward to working
with the other Ventas Board members as the Company implements
its strategic diversification plan."

Theobald is also a Director of The MONY Group (NYSE:MNY),
Anixter International (NYSE:AXE), Jones Lang LaSalle Inc.
(NYSE:JLL), and Columbia Funds. Previous directorships include
Xerox Corp. (NYSE:XRX), Borg-Warner Corp. (NYSE:BWA), and
LaSalle U.S. Realty Income and Growth Fund. He is also a
Director of the MacArthur Foundation, a Life Trustee of
Northwestern University and a Director of the Dean's Advisors at
Harvard Business School.

Theobald will sit on the Company's Nominating and Governance
Committee and its Executive Compensation Committee.

Ventas, Inc. is a healthcare real estate investment trust that
owns 44 hospitals, 220 nursing facilities and nine other
healthcare and senior housing facilities in 37 states. The
Company also has investments in 25 additional healthcare and
senior housing facilities. More information about Ventas can be
found on its Web site at http://www.ventasreit.com

As previously reported, Standard & Poor's affirmed Ventas Inc.'s
corporate credit ratings at BB-. At March 31, 2003, the
Company's balance sheet shows a total shareholders' equity
deficit of about $43 million.


VENTURE HOLDINGS: Joseph Day to Lead Board Committees
-----------------------------------------------------
Larry Winget and the Board of Directors of Venture Holdings,
L.L.C., announced the new executive team to oversee the
company's operations and allow interim CEO/consultant Joseph C.
Day to resume his service as a non-executive member of the Board
of Directors.

Since Day stepped into the interim role of CEO of Venture on
Mar. 31, the company has made faster than expected progress on
improving efficiency, reducing cost, eliminating waste and
improving quality system-wide.

"I remain encouraged about the progress that we have made and
that I expect the company to continue to make," said Day.
Venture has made changes resulting in annual savings of $12
million. Additionally, plant closings, workforce reductions and
manufacturing efficiencies are expected to result in additional
savings of $20 million to $30 million per year, based on actions
installed in the business during the past 10 weeks. These
savings are expected to be in place by the end of 2003 and
should enhance the business performance in 2004 and beyond.

The board decided that Mr. Day, due to his personal reasons and
to utilize his limited availability, will now focus exclusively
on his independent director role with the goal of leading the
company out of Chapter 11 bankruptcy. Day has been named
chairman of the Executive Committee of the Board of Directors
and chairman of the Restructuring Committee of the Board of
Directors.

At the same time, the company's Board of Directors announced a
new executive team to guide the company's day-to-day operations
and maintain focus on the processes recently installed within
the company. The team consists of:

Don MacKenzie continues as chief restructuring officer reporting
to the Board of Directors and its Restructuring Committee

Dave Peash and Tom Eckhout are leading the customer activities.
The "Customer is King" concept has taken hold. Our customers are
responding favorably and are noticing our renewed commitment to
them.

Jim Butler, executive vice president and chief financial officer
of the company, is leading the effort to install upgraded
financial and IT systems to improve management reporting and to
respond to the continuing needs of the restructuring project

Joe Bione, the company's chief operating officer, is directing
the effort to consolidate factories, expand manufacturing
engineering, streamline operations, enhance standardized quality
systems, and install lean processes and Six Sigma

In Europe, Horst Geldmacher is the new chief executive officer.
The European business is now operating with a new strategy that
Geldmacher is implementing through teams in the United Kingdom,
France and Bohemia.

Venture is a global, full-service automotive supplier, systems
integrator and manufacturer of plastic components, modules and
systems, as well as an industry leader in applying new design
and engineering technology to develop innovative products,
create new applications and reduce product development
time. Venture operates 63 facilities throughout the world.


WEIRTON STEEL: Wants to Honor A.I. Insurance Finance Agreements
---------------------------------------------------------------
Robert G. Sable, Esq., at McGuireWoods LLP, in Pittsburgh,
Pennsylvania, relates that Weirton Steel Corporation maintains
insurance programs through various carriers consisting of these
coverages:

     (a) the casualty coverage, which includes directors' and
         officers' liability, workers' compensation, and general
         liability, and

     (b) the property coverage, which includes property damage to
         all material assets, business interruption resulting
         from property damage, and contingent business
         interruption due to the disruption of business from key
         vendors or customers.

A substantial portion of the Casualty Insurance was renewed on
March 1, 2003, with terms to expire on March 1, 2004.  Seven
Casualty Insurance policies expire before the end of 2003, with
the earliest expiration on July 9, 2003.  The Property Insurance
policies were renewed on May 1, 2003, with expiration on May 1,
2004.

Mr. Sable explains that Weirton must maintain the Casualty
Insurance and Property Insurance to keep the business operations
and assets of the estate insured in compliance with the
operating guidelines established by the Office of the U.S.
Trustee, various state and federal laws, corporate by-laws, and
governing loan agreements.

Weirton estimates that the combined premium payments for these
policies, including taxes, fees and other charges, is
approximately $9,016,497 for coverage through the end the
current policy terms.  Mr. Sable tells Judge Friend that
Weirton's insurance carriers are unwilling to extend unsecured
credit to Weirton allowable as an administrative expense for the
purpose of paying part of the insurance premiums in
installments.

In this regard, A.I. Credit Corp. has agreed to finance the
payment of certain of Weirton's insurance premiums pursuant to
two Premium Finance Agreements and Disclosure Statements:

     -- the Casualty Finance Agreement, which provides for
        premium financing in connection with certain of Weirton's
        Casualty Insurance polices; and

     -- the Property Finance Agreement, which provides for
        premium financing in connection with certain of Weirton's
        Property Insurance policies.

Weirton entered into the Casualty Finance Agreement on March 5,
2003.  Under the Casualty Finance Agreement, Weirton will make a
$402,280 cash down payment, and finance the $2,279,582 balance
with eight consecutive monthly payments amounting to $290,748,
commencing on April 1, 2003.  These payments include an
aggregate finance charge equal to $46,407.  Weirton paid the
cash down payment on March 3, 2003, as well as the first two
finance installments.

Weirton entered into the Property Finance Agreement on March 5,
2003.  Under the Property Finance Agreement, Weirton will make a
$1,631,164 cash down payment, and finance the $4,893,492 balance
with seven consecutive monthly payments amounting to $710,888,
commencing on June 1, 2003.  These payments include an aggregate
finance charge equal to $82,726.  Weirton paid the cash down
payment on May 9, 2003.

Both of the Finance Agreements also provide, inter alia, that to
secure payment of the amounts due to A.I. Credit, Weirton grants
to A.I. Credit a perfected first priority security interest in
unearned or returned premiums and other amounts due to Weirton
under the policies resulting from cancellation of the policies.
Pursuant to further terms of the Finance Agreements, Weirton
grants to A.I. Credit a power of attorney to cancel the policies
after giving notice required by Chapter 33 of the West Virginia
Code and any other applicable law in the event Weirton defaults
in its payments, and A.I. Credit may apply any unearned premium
returned by any insurance carrier to any amount Weirton owes to
A.I. Credit under the Finance Agreements.

By this motion, Weirton seeks the Court's authority to honor its
obligations under the two financing Agreements with A. I. Credit
Corporation. (Weirton Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

DebtTraders says that Weirton Steel Corporation's 11.375% bonds
due 2004 (WRTL04USR1) are trading at 34.5 cents-on-the-dollar.
See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WRTL04USR1
for real-time bond pricing.


WESTERN WIRELESS: CCC Sub. Note Rating Remains on Watch Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC' rating to
Western Wireless Corp.'s $100 million convertible subordinated
notes due June 15, 2023, issued under Rule 144A with
registration rights. The rating has been placed on CreditWatch
with negative implications. The company's 'B-' corporate credit
and secured bank loan ratings, as well as its 'CCC' subordinated
debt rating, remain on CreditWatch with negative implications.

The CreditWatch listing is expected to be resolved within the
next two months. In its review, Standard & Poor's will focus on
industry fundamentals and Western Wireless' ability to meet debt
maturities and financial covenants.

Bellevue, Washington-based Western Wireless is one of the
largest rural wireless carriers in the U.S., providing service
to 1.2 million subscribers in 19 western states. As of March 31,
2003, total domestic debt outstanding was about $2.2 billion.

Proceeds of the convertible subordinated note issue will be used
for general corporate purposes.

The company's ratings are based only on its domestic operations,
as the company gives minimal financial support to unrestricted
international subsidiary Western Wireless International Holding
Co. In addition, WWI's credit facilities are non-recourse to
Western Wireless. In 2002, Western Wireless invested about $80
million in WWI and is expected to invest $30 million to $40
million in 2003.

"Western Wireless' rating reflects the impact of lower roaming
yield and the uncertainty related to the anticipated GSM (Global
System for Mobile Communications) network buildout by national
carriers on the company's future roaming revenue growth," said
Standard & Poor's credit analyst Rosemarie Kalinowski. The
rating also reflects uncertainty related to the company's
ability to meet increasing debt maturities commencing in 2003
and overall slower industry growth.

Although the company announced a GSM buildout for 50% of its
cell sites by mid-2004, and new GSM roaming agreements with
Cingular Wireless and T-Mobile USA Inc., the level of
incremental margin expected to cover the capital investment is
uncertain in light of continued pressures on roaming yield and
increased competition from national carriers.

In the first quarter of 2003, total domestic revenue was
essentially flat compared to the fourth quarter of 2002.
Subscriber revenue increased about 5%, while roaming revenue
declined 14% during the same time frame. The increase in
subscriber revenue was due to net customer additions of about
18,300 and increased average monthly revenue per user (ARPU)
resulting from new regional rate plans that offer more features
and minutes at a higher average recurring access charge. In
addition, the increased ARPU benefited from universal service
fund payments and fees implemented to recover the cost of
certain unfunded government mandates. Roaming revenue declined
primarily due to lower roaming yield, offset somewhat by the
increase in roaming minutes. Roaming revenue, which contributes
about 22% of total domestic revenue, is expected to be
relatively flat in 2003.

Potential for new revenue growth, although minimal in the near
term, is expected from universal service funding (USF) related
to the company's Eligible Telecommunications Carrier (ETC)
status in 14 of the 19 states it serves. The company received
about $11 million in USF in 2002 and is expected to receive an
incremental $30 million in 2003.


WESTPOINT STEVENS: A Look Inside the $300 Million DIP Facility
--------------------------------------------------------------
In the first 30 days of its chapter 11 restructuring, WestPoint
Stevens Inc. projects that cash receipts will total $99,852,000,
expenses will total $180,471,000.  The Company's only way to
bridge that $80,619,000 gap is to draw on a new debtor-in-
possession credit facility.  Bank of America, N.A., and Wachovia
Bank, National Association, as widely reported, will fill the
gap.

Section 364(c) of the Bankruptcy Code provides, among other
things, that if a debtor is unable to obtain unsecured credit
allowable as an administrative expense under section 503(b)(1)
of the Bankruptcy Code, then the court may authorize the debtor
to obtain credit or incur debt (i) with priority over any and
all administrative expenses as specified in sections 503(b) or
507(b) of the Bankruptcy Code, (ii) secured by a lien on
property of the estate that is not otherwise subject to a lien,
or (iii) secured by a junior lien on property of the estate that
is subject to a lien.

Lester D. Sears, Senior Vice President and Chief Financial
Officer of WestPoint Stevens Inc., says new unsecured borrowings
are impossible, the Debtors need a new $300 million source of
working capital financing to obtain raw materials and finished
goods from suppliers, obtain necessary services such as
maintenance and shipping, pay their employees, and operate their
businesses in an orderly and reasonable manner to preserve and
enhance the value of their assets and enterprise for the benefit
of all parties in interest.

John J. Rapisardi, Esq., at Weil, Gotshal & Manges says "the DIP
Loan Agreement will provide the Debtors' vendors and suppliers
with the necessary confidence to resume or continue ongoing
credit relationships with the Debtors."  Moreover, "the
implementation of the DIP Loan Agreement will be viewed
favorably by the Debtors' employees and customers and thereby
help promote the Debtors' successful reorganization," Mr.
Rapisardi adds.

Mr. Sears relates that over the last several weeks, the Debtors
explored alternative financing arrangements in order to either
replace or supplement the Prepetition Credit Facilities. The
Debtors conducted extensive negotiations with their First
Priority Prepetition Lenders and bondholders, requesting that
they provide financing. The Debtors also contacted other lending
institutions, including Deutsche Bank and General Electric
Capital Corporation, in an effort to obtain alternative
financing.  Those institutions couldn't provide competitive
financing packages.

The First Priority Prepetition Lenders offer the Debtors the
best possible deal and negotiations with the Lenders culminated
in a $300 million Post-Petition
Credit Agreement, dated June 2, 2003 on these terms:

Borrowers:       WestPoint Stevens, Inc., and all of its
                   debtor-affiliates

Lenders:         50% Bank of America, N.A.
                  50% Wachovia Bank, National Association

Administrative
Agent:           Bank of America, N.A.

Syndication
Agent:           Wachovia Bank, National Association

Book Manager
and Sole
Lead Arranger:   Banc of America Securities LLC

Commitment:      $300,000,000 with a $75,000,000 sublimit
                   for standby and documentary letters of
                   credit.

Availability:    Availability is subject to a Borrowing
                   Base equal to:

                   (1) the sum of 85% of Eligible Accounts
                       plus the lesser of:

                       (x) $200,000,000,

                       (y) 65% of the book value of eligible
                           inventory (subject to a
                           $120,000,000 cap), or

                       (z) 85% of net orderly liquidation
                           value of eligible inventory,

                   (2) minus the Carve-Out and any past due
                       license fees.

                   Eligible Accounts are subject to the
                   Agents' discretion and exclude all
                   accounts receivable owed by Wal-Mart and
                   Target to the extent those accounts exceed
                   35% of the Debtors' Receivables Portfolio.

Maturity Date:   June 2, 2004, with two extensions of six
                   months each, if the Borrowers give 30
                   days prior written notice to the DIP Agent

Use of Proceeds: Proceeds of the DIP Facility must be used
                   for working capital and other general
                   corporate purposes, and may be used to
                   repurchase all outstanding receivables
                   accounts previously sold by WPSTV to WPS
                   Receivables Corporation under the WPSTV
                   Securitization Facility.

Priority:        All loans will be treated as superpriority
                   administrative expense claims in each of
                   the Debtors' chapter 11 bankruptcy cases,
                   pursuant to section 364(c)(1) of the
                   Bankruptcy Code, having priority over all
                   administrative expenses of the kind
                   specified in sections 503(b) and 507(b) of
                   the Bankruptcy Code.

Collateral:      The DIP Agent and the DIP Lenders receive
                   perfected first priority liens on all
                   unencumbered assets and priming liens on
                   all other assets of the Estates, subject
                   only to the Carve-Out.

Interest:        At the Debtors' option, LIBOR plus 2.75%
                   or Prime plus 0.625%, with 2.25% to 3.00%
                   adjustments based on Availability.

Mandatory
Prepayments:     Loans outstanding under the DIP Facility
                   will be required to be repaid upon
                   Borrowers' receipt of proceeds of
                   Collateral and on the Maturity Date.
                   Draws under letters of credit are
                   repayable on the first business day
                   following the draw.

EBITDA Covenant: On a consolidated basis, the Debtors
                   covenant that EBITDA will be no less than:

                   Testing Period         Minimum EBITDA
                   --------------         --------------
                   Four Months Ending
                   September 2003           $58,000,000

                   Seven Months Ending
                   December, 2003           $97,000,000

                   Ten Months Ending
                   March, 2004             $130,000,000

                   Four Months Ending      $145,000,000

                   Each period of four
                   consecutive Fiscal
                   Quarters ending on or
                   after the last day of
                   the Fiscal Month of
                   September, 2004         $155,000,000

                   In the event Availability under the DIP
                   Facility falls below $75,000,000, then the
                   Debtors promise that EBITDA will be no
                   lower than:

                   Testing Period         Minimum EBITDA
                   --------------         --------------
                   Five Months Ending
                   October, 2003            $74,000,000

                   Six Months Ending
                   November, 2003           $85,000,000

                   Eight Months Ending
                   January, 2004           $109,000,000

                   None Months Ending
                   February, 2004          $116,000,000

                   Eleven Months Ending
                   April, 2004             $135,000,000

                   Each period of
                   twelve consecutive
                   Fiscal Months
                   ending on the last
                   day of the Fiscal
                   Months of May, June,
                   July and August, 2004   $145,000,000

                   Each period of
                   twelve consecutive
                   Fiscal Months
                   ending on or after
                   the last day of the
                   Fiscal Month of
                   September, 2004         $155,000,000


CapEx
Covenant:        The Debtors agree to limit their Capital
                   Expenditures to $50,000,000 during any
                   Fiscal Year; provided, that up to
                   $15,000,000 may be carried from one year
                   to the next if unused.

Reclamation
Claim Covenant:  The DIP Facility prohibits returns
                   totaling more than $1,000,000 to satisfy
                   creditors' reclamation claims.

Plant Shutdown
Cost Covenant:   The DIP Facility imposes an $8,500,000
                   limit on the amount of Post-Petition Plant
                   Shutdown Costs, in cash, the Debtors
                   may incur in connection with the
                   closing and consolidation of certain
                   [unidentified] facilities for (i) direct
                   inventory write-offs and/or related
                   increases in inventory reserves; (ii)
                   write-offs of fixed assets and non-
                   capitalized relocation charges; (iii)
                   write-offs of intangibles related to
                   impaired assets; and (iv) without
                   duplication, relocation, severance,
                   unabsorbed overhead and other related
                   costs.

Fees:            The Debtors agree to pay the Lenders a
                   variety of Fees:

                   -- a $4,500,000 Closing Fee

                   -- a $750,000 Renewal Fee if the Debtors
                      decide to renew the Facility beyond
                      June 2, 2004

                   -- a 0.375% to 0.75% annual Unused Line
                      Fee payable on every dollar not
                      borrowed

                   -- 0.5% letter of credit fees

                   -- an annual $75,000 DIP Agent's Fee

                   -- when required by the Agent, $850 daily
                      field examination fees

Carve Out:       The DIP Lenders agree to a $5,000,000
                   carve-out from their liens to permit, in
                   the event of a default, for unpaid
                   professional fees and disbursements
                   incurred by the Debtors and any statutory
                   committees appointed in the Debtors'
                   chapter 11 bankruptcy cases and for
                   payment of fees owed to the United States
                   Trustee or Court Clerk.  $250,000 of the
                   Carve-Out may be applied towards the
                   reasonable fees and disbursements of a
                   Chapter 7 trustee, pursuant to Section 726
                   of the Bankruptcy Code, in any liquidation
                   of one or more Debtors in a Chapter 7 case
                   or cases.


C. Edward Dobbs, Esq., at Parker, Hudson, Rainer & Dobbs LLP in
Atlanta and David I. Blejwas, Esq., at Hahn & Hessen LLP, in
Manhattan represent the DIP Lenders in WestPoint's chapter 11
cases.

                          *   *   *

Judge Drain authorizes the Debtors, on an interim basis pending
a Final DIP Financing Hearing, to draw up to $175,000,000 under
the DIP Facility.

Judge Drain will convene the Final DIP Financing Hearing at
10:00 a.m. on June 18, 2003.  Objections to the DIP Financing
arrangement, if any, must be filed and served by 4:00 p.m. on
June 17, 2003. (WestPoint Bankruptcy News, Issue No. 1;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


WILLIAMS COMPANIES: Prices Senior Unsecured Note Public Offering
----------------------------------------------------------------
Williams (NYSE: WMB) has priced its previously announced
underwritten public offering of senior unsecured notes due 2010.

The size of the offering was increased to $800 million from the
previously announced $500 million.  The notes, scheduled to be
delivered on June 10, were priced at par to yield 8.625 percent.
The notes will be issued under the company's $3 billion shelf
registration statement on Form S-3.

The company will use the net proceeds from the offering to
improve corporate liquidity, for general corporate purposes, and
for payment of maturing debt obligations, including the partial
repayment of the company's senior unsecured 9.25 percent notes
due March 2004.

The prospectus may be obtained from Lehman Brothers Inc., c/o
ADP Financial Services, Integrated Distribution Services at 1155
Long Island, Edgewood, NY 11717, (631) 254-7106, or over the
Internet from the Securities and Exchange Commission at
http://www.sec.gov

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.

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

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

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


WILLIAMS COS: Fitch Assigns B+ Rating to $800-Mill. Senior Notes
----------------------------------------------------------------
The Williams Companies, Inc.'s $800 million senior notes due
2010 are rated 'B+' by Fitch Ratings. The Rating Outlook is
Stable. Proceeds from the new debt will be used for corporate
liquidity purposes including the partial repayment of WMB's $1.4
billion 9.25% senior notes due March 2004.

WMB's senior unsecured rating was upgraded by Fitch to 'B+' from
'B-' on May 2, 2003 reflecting the company's improved financial
flexibility including its strengthened liquidity position and
reduced ongoing debt refinancing risk. Since that time, WMB has
taken further steps to lower its ongoing funding costs including
the early retirement of a $900 million high cost reserve based
financing at Williams Production RMT Co., refinancing of $275
million of convertible preferred stock, and completion of the
sale of Texas Gas Transmission.

The Stable Outlook incorporates Fitch's expectation that WMB
will be able to complete the planned execution of a new $800
million two-year cash collateralized letter of credit facility
that will replace WMB's existing secured credit facility.
Although the new facility will reduce the level of cash
available for general corporate purposes to the extent letters
of credit are outstanding, the agreement will result in the
release of WMB's gas midstream and liquid assets currently
pledged as collateral under the existing credit facility. Fitch
estimates that WMB's midstream assets will carry a net book
value in excess of $3 billion at year-end 2003. The only secured
debt remaining at WMB will be the recently executed $500 million
secured term loan at RMT and $27 million of Transco Energy
notes.

WMB's ongoing corporate restructuring and asset sale program is
narrowing the scale and scope of the company. By year-end 2003
WMB is expected to emerge as a smaller integrated natural gas
company with core operations encompassing FERC regulated
interstate pipelines (Transcontinental Gas Pipe Line and
Northwest Pipeline), exploration and production (E&P), and
midstream gas and liquids services. These businesses should
generate a relatively predictable earnings and cash flow stream
going forward with potential commodity prices volatility in the
E&P segment offset by the cash flow stability of the pipeline
segment and WMB's growing portfolio of fee based midstream gas
gathering assets. Commodity price risk at E&P is further
mitigated by WMB's hedging strategy and focus on developing
lower risk Rocky Mountain based tight sands and coalbed methane
gas reserves.

However, consolidated debt levels are expected to remain high
relative to cash flow levels even after factoring in the impact
of completed and targeted asset divestitures. Excluding any
potential cash flow contribution from energy marketing and
trading (EM&T) activities, Fitch expects consolidated debt to
EBITDA to remain in excess of 5.0 times through 2004. Given
WMB's reduced capital spending program, consolidated credit
measures should show gradual improvement over time.

WMB's sizable EM&T portfolio continues to pressure the company's
consolidated credit profile. In addition, to consuming more than
$1 billion of permanent working capital during 2002, efforts to
limit near-term performance risk of this business unit will be
constrained by WMB's inability to hedge its long dated
contractual exposures in the current market environment.
Although WMB has been successful in winding down speculative
trading positions and reducing ongoing operating expenses at
EM&T, the company remains obligated to make fixed payments
obligations under long-term tolling and other capacity
arrangements in excess of $400 million annually of which 70% are
contractually hedged with various offtake agreements through
2008. Critical to the future direction of WMB's ratings will be
its ability to execute upon its ongoing efforts to sell,
monetize or joint venture its energy marketing and risk
management portfolio. In Fitch's view, any potential transaction
or arrangement that would assume EM&T's long-term contractual
obligations would reduce overall business risk and likely have
further positive credit implications for WMB.


WORLD AIRWAYS: Stephen Taylor Discloses 5.10% Equity Stake
----------------------------------------------------------
Stephen S. Taylor, Jr., Chicago, Illinois, has beneficial and
legal ownership of 565,419 shares of the common stock of World
Airways, Inc., of which 105,600 shares are held in an individual
retirement account for his benefit. Accordingly, Mr. Taylor may
be deemed to own beneficially a total of 565,419 shares of the
Company, constituting 5.10% of its shares of common stock
outstanding as of April 30, 2003. Stephen S. Taylor, Jr. has the
sole power to vote and to dispose or direct the disposition of
565,419 shares of World Airways' common stock. Mr. Taylor made
the purchases of the Company's common stock on the open market
since March 16, 2003.

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

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


WORLDCOM: Capella Tells Court Fraud is Widespread and "Systemic"
----------------------------------------------------------------
In a direct contradiction of statements attributed Thursday to
WorldCom CEO Michael Capellas, a 14-year WorldCom sales manager
provided Hon. Judge Jed S. Rakoff of the United States District
Court, Southern District of New York, with a sworn statement
that the accounting abuses at the scandal-plagued
telecommunications firm were systemic, not just the work of a
handful of individuals. Mitch Marcus, now the founder of
BoycottMCI.com, also revealed that the Securities and Exchange
Commission failed to act on a May 15, 2002 report that he made
about the widespread abuses, weeks before MCI/WorldCom's epic
accounting swindle otherwise came to public attention.

The Marcus statement is significant in that Judge Rakoff has
specifically invited evidence from the public showing that the
fraudulent activity at WorldCom was company wide, as opposed to
only involving a small group of individuals. A finding of more
deeply rooted and systemic abuses would provide Judge Rakoff
with the grounds for rejecting the widely criticized settlement
worked out between the SEC and MCI/WorldCom.

Filed in the proceeding Securities and Exchange Commission v.
WorldCom Inc., Case No. 02-CV-4963 (JSR), the Marcus statement
relates how the author worked at WorldCom for 14 years, serving
as a senior sales executive for 10 of those years and a key
account manager for three years. At the time of his resignation
on May 6, 2002, Marcus was an MCI/WorldCom account relations
manager.

In his statement, Marcus said: "Several weeks before MCI
WorldCom's accounting fraud became known to the public -- I
tendered my resignation from the company by letter dated May 6,
2002 ... In that letter, I identified in detail numerous
instances of fraud in the sales and support departments. As I
stated then, those incidents led me to 'regard WorldCom as a
company corrupted beyond any measure of repair.' At that time, I
'concluded that corruption and greed are central to our
[WorldCom's] corporate culture.' What I witnessed comports with
the reports of others that MCI/WorldCom's fraud was not limited
to the accounting department."

Marcus continued: "On May 15, 2003, I forwarded my resignation
letter to the ... Securities and Exchange Commission. To this
day, I have yet to receive a response or inquiry from the SEC.
In the resignation letter that I forwarded to the SEC, I
identified, among other things, one specific instance when a
WorldCom manager taught a sales team how to inflate revenue
numbers. In particular, I stated: WorldCom employees
deliberately manipulate customer accounts for the purpose of
converting existing revenue/customers to new-billed revenue
(NBR). ... '[Name of WorldCom Employee Omitted] provided
instruction for this exercise to the Jacksonville sales team and
acting Branch Manager' ... Revenue numbers were inflated to
increase income to a number of WorldCom employees ..."

The Marcus statement also includes the following passage: "[NBR]
manipulation was not only common practice among many at
MCI/WorldCom, revenue manipulation was condoned and training was
provided by MCI/WorldCom executive management to field sales
executives. New stand-alone or multiple accounts were
established for existing customers, the existing products and
revenue was transferred to the new account, the original account
was closed, and a new commission payout window was opened. When
an existing customer ordered additional service or circuits a
new sub-account could be set up to roll to an established parent
(group level) account, and a new commission payout window was
opened. These were but a few methods typically used to falsify
newly billed revenues in order to be paid duplicate commissions
and bonuses, and validate the estimated revenues previously
reported."

"It was common business practice for MCI/WorldCom sales
executives and particularly WorldCom sales managers to both
inflate and/or invent whatever account revenue figures were
required by senior management in order to consistently meet or
exceed assigned sales quota values. MCI/WorldCom reported new
monthly revenue sales through a system known as BUC$. The BUC$
reports identified the customer name, account number, product
sold, quantity, and estimated monthly usage (EMU) revenue value.
Reported monthly revenue values were often inflated by 100% or
more of the actual net product value sold. Orders were submitted
with a forged contract or none at all, new account numbers are
fabricated or invalid, and duplicate accounts report the same
revenue multiple times. These were but a few methods typically
used to falsify estimated revenues in order to meet senior
management quota requirements."

Since its founding in May 2002, the Web site now known as
http://www.BoycottMCI.comhas supported a variety of steps to
highlight problems at the former WorldCom. Marcus has called for
the debarment of the troubled telecommunications company from
future federal contracts. BoycottMCI.com also has opposed
efforts by the Securities and Exchange Commission to let
WorldCom off the hook with no meaningful penalty. Earlier this
year, Marcus highlighted financial issues that were buried in
reports issued by the former WorldCom.

BoycottMCI.com was established in May 2002 to: dissuade
consumers, businesses, and governmental entities from purchasing
internet/data/telecom services and equipment from WorldCom, Inc.
or any of its owned companies or subsidiaries; encourage retail
and institutional investors to divest of all WorldCom/MCI
equities and initiate class action; and organize grassroots
effort to encourage Federal and State investigations into
WorldCom's business practices. BoycottMCI.com founder Mitch
Marcus is a former WorldCom account relations manager, who
resigned his position due to concerns about company operations.


WORLDCOM INC: Coalition Urges Court to Trash SEC Settlement
-----------------------------------------------------------
A broad-based coalition of 8 organizations representing elderly,
labor, rural advocates, and urban public interests urged that
the federal judge in the WorldCom bankruptcy proceeding reject
the Securities and Exchange Commission/MCI-WorldCom settlement
in favor of a bigger fine that would include money for the
creation of an "independent watch dog agency."

The letter to Judge Jed S. Rakoff of the United States District
Court, for the Southern District of New York, was filed in
response to the court's invitation of May 19, 2003 welcoming
submissions by interested third parties.

The 8 group coalition consists of: Gray Panthers, Alliance of
Retired Americans, Labor Council of Latin American Achievement,
Nation Council of Churches, National Hispanic Council on Aging,
National Grange, Urban League, and the National Indian Council
on Aging.

The letter states: "A portion of the fine should be set aside to
fund an endowment for an independent watchdog group. This group
would monitor the telecommunications industry on behalf of the
public and give the people a national voice in the affairs of
the industry. It would also provide a focal point to prevent a
debacle like the WorldCom collapse from ever happening again. A
larger penalty will also help restore the trust of working men
and women that part of a secure retirement is investments in
well-managed US enterprises, as well as help pension fund
managers keep the promise to their pensioners that the toil of
those pensioners' working years will be rewarded in their golden
years."

In their submission, the 8 organizations noted: "[We] urge the
court to reject the proposed settlement between MCI WorldCom and
the Securities and Exchange Commission because the penalty fails
to address the scope of the fraud, will not restore investor
trust in the market, and is not sufficient to act as a deterrent
for future fraudulent activity. The SEC's proposed penalty is a
slap on the wrist for MCI WorldCom and a slap in the face for
older Americans and shareholders.

"MCI Worldcom's fraud has wiped out $175 billion of shareholder
value and threatened the pensions and financial security of
millions of hardworking Americans who trusted the integrity of
the financial market. The SEC's proposed $500 million fine is
just one week's revenue for MCI, and represents less than 5
percent of the admitted fraud of $11 billion dollars and less
than 1 percent of the destroyed shareholder value."

The letter concludes: "The proposed settlement should be
rejected because it is inadequate to restore investor confidence
in the market place. Restoring investor trust in the market will
require a penalty that is appropriate for the crime. The penalty
should compensate the people defrauded and serve as a deterrent
to prevent this type of activity from occurring in the future
... The weakness of the SEC's proposed fine becomes apparent
when compared with the actions not taken. For example, the
company has never been indicted, despite admitting to the
largest corporate fraud in American history. The CEO, Bernie
Ebbers remains un-indicted. The Federal Communications
Commission has done nothing to revoke any of MCI WorldCom's
licenses, although it has readily done so in other instances of
corporate wrongdoing. The General Services Administration has
done nothing to debar or suspend MCI WorldCom from federal
contracts, despite the fact that it had debarred both Enron and
Arthur Anderson for much lesser crimes."

In addition, the groups say: "Even more troubling than this lack
of tough enforcement is the fact that the federal government is
engineering a massive multi-level bailout of MCI WorldCom. The
Internal Revenue Service has returned over $300 million in tax
refunds for overstating its revenues to hide its fraud. Since
the bankruptcy, the federal government has dramatically
increased the amount of MCI WorldCom's contracting business from
$122 million in 2000 to $770 million today. These contracts
include a special no-bid contract to build a wireless network in
Iraq- even though the company has no experience building or
operating wireless networks."

                          ABOUT THE GROUPS

* The Gray Panthers is an inter-generational advocacy
   organization with over 40,000 activists working together for
   social and economic justice.

* The Alliance for Retired Americans is a nationwide
   organization with three million union retirees and other older
   and retired Americans working together to make their voices
   heard in the laws, policies, politics and institutions that
   shape our lives.

* Labor Council for Latin American Advancement works with Latino
   union members to advocate for the rights of all Latino workers
   and their families at all levels of the American trade union
   movement and the political process.

* The National Grange is America's foremost volunteer &
   grassroots organization comprised of families and individuals
   who share a common interest in community involvement,
   agricultural and rural issues.

* The National Council of Churches (NCC) is the leading
   ecumenical organization among Christians in the United States
   and represents the interests of 36 Protestant, Orthodox, and
   African-American denominations with more than 50 million
   adherents in 140,000 local congregations across the nation.

* National Hispanic Council on Aging, is dedicated to improving
   the quality of life for Latino elderly, families, and
   communities. NHCoA participates in national and local
   coalitions, task forces, and committees that address issues
   and their impact on Latino seniors

* The National Urban League, Inc. founded in 1910, is the
   premier social service and civil rights organization in
   America. The League is a nonprofit, community-based
   organization headquartered in New York City, with 115
   affiliates in 34 states and the District of Columbia. The
   mission of the League is to assist African Americans in the
   achievement of social and economic equality.

* The National Indian Council on Aging has served as the
   nation's foremost nonprofit advocate for the nation's (est.)
   296,000 American Indian and Alaska Native elders. NICOA
   strives to better the lives of the nation's indigenous seniors
   through advocacy, employment training, dissemination of
   information, and data support.


* Cadwalader Wickersham & Taft Names Gregory Ballard as Counsel
---------------------------------------------------------------
Cadwalader, Wickersham & Taft LLP, one of the world's leading
international law firms, has named Gregory Ballard as Counsel to
the firm, resident in the New York office.

Mr. Ballard was formerly in the Litigation Department at Davis
Polk & Wardwell.

Mr. Ballard will provide counseling and representation on
securities, complex civil, criminal and commercial litigation
and other securities administrative matters.

"Gregory is an excellent addition to our litigation practice,"
said Robert O. Link, Jr., Cadwalader's Chairman. "His experience
representing investment banks, commercial banks, and other
publicly-held companies complements our highly regarded
litigation practice."

"Gregory's experience in securities related matters, including
securities litigation and complex civil litigation, will allow
him to immediately 'hit the ground running,' adding depth to our
growing practice and value to our clients," said Gregory A.
Markel, Chairman of Cadwalader's Litigation Department.

Mr. Ballard joined Davis Polk & Wardwell as an associate in
1992, becoming Counsel in 2002. He received both his B.A. and
J.D. from Columbia University where he was a Notes and Comments
Editor of the Columbia Law Review. He was also a Harlan Fiske
Stone Scholar and received the James A. Elkins Prize in Criminal
Law.

Cadwalader, Wickersham & Taft LLP, established in 1792, is one
of the world's leading international law firms, with offices in
New York, Charlotte, Washington and London. Cadwalader serves a
diverse client base, including many of the world's top financial
institutions, undertaking business in more than 50 countries in
six continents. The firm offers legal expertise in
securitization, structured finance, mergers and acquisitions,
corporate finance, real estate, environmental, insolvency,
litigation, health care, banking, project finance, insurance and
reinsurance, tax, and private client matters. More information
about Cadwalader can be found at http://www.cadwalader.com


* BOND PRICING: For the week of June 9 - 13, 2003
-------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
Adelphia Communications               10.875%  10/01/10    59
Akamai Technologies                    5.500%  07/01/07    70
American & Foreign Power               5.000%  03/01/30    74
AMR Corp.                              9.000%  08/01/12    56
AMR Corp.                              9.000%  09/15/16    57
AnnTaylor Stores                       0.550%  06/18/19    66
Aurora Foods                           8.750%  07/01/08    41
Best Buy Co. Inc.                      0.684%  06/27/21    74
Burlington Northern                    3.200%  01/01/45    60
Calpine Corp.                          7.875%  04/01/08    68
Calpine Corp.                          8.500%  02/15/11    69
Calpine Corp.                          8.625%  08/15/10    67
Charter Communications, Inc.           4.750%  06/01/06    62
Charter Communications, Inc.           5.750%  01/15/05    65
Charter Communications Holdings        8.625%  04/01/09    72
Charter Communications Holdings       10.000%  04/01/09    73
Charter Communications Holdings       10.000%  05/15/11    72
Charter Communications Holdings       10.250%  01/15/10    73
Charter Communications Holdings       10.750%  10/01/09    74
Cincinnati Bell Telephone              6.300%  12/01/28    74
Collins & Aikman                      11.500%  04/15/06    67
Comcast Corp.                          2.000%  10/15/29    32
Conseco Inc.                           8.750%  02/09/04    26
Cox Communications Inc.                0.348%  02/23/21    72
Cox Communications Inc.                2.000%  11/15/29    41
Cox Communications Inc.                3.000%  03/14/30    45
Crown Cork & Seal                      7.375%  12/15/26    69
Crown Cork & Seal                      8.000%  04/15/23    71
Cummins Engine                         5.650%  03/01/98    69
Delta Air Lines                        7.900%  12/15/09    75
Dynex Capital                          9.500%  02/28/05     2
Elwood Energy                          8.159%  07/05/26    69
Finova Group                           7.500%  11/15/09    42
Fleming Companies Inc.                10.125%  04/01/08    19
Foamex L.P.                            9.875%  06/15/07    35
Goodyear Tire                          7.857%  08/15/11    73
Gulf Mobile Ohio                       5.000%  12/01/56    67
Health Management Associates Inc.      0.250%  08/16/20    64
HealthSouth Corp.                      7.625%  06/01/12    75
HealthSouth Corp.                     10.750%  10/01/08    43
I2 Technologies                        5.250%  12/15/06    71
Inhale Therapeutic Systems Inc.        3.500%  10/17/07    67
Inland Steel Co.                       7.900%  01/15/07    72
Internet Capital                       5.500%  12/21/04    40
Lehman Brothers Holding                8.000%  11/13/03    71
Liberty Media                          3.500%  01/15/31    74
Liberty Media                          3.750%  02/15/30    65
Liberty Media                          4.000%  11/15/29    70
Lucent Technologies                    6.450%  03/15/29    68
Lucent Technologies                    6.500%  01/15/28    68
Magellan Health                        9.000%  02/15/08    36
Mirant Americas                        7.200%  10/01/08    62
Mirant Americas                        8.300%  05/01/11    62
Mirant Americas                        8.500%  10/01/21    58
Mirant Corp.                           5.750%  07/15/07    68
Missouri Pacific Railroad              4.750%  01/01/20    74
Missouri Pacific Railroad              4.750%  01/01/30    72
Missouri Pacific Railroad              5.000%  01/01/45    69
NTL Communications Corp.               7.000%  12/15/08    19
Northern Pacific Railway               3.000%  01/01/47    57
Revlon Consumer Products               8.625%  02/01/08    46
Solutia Inc.                           6.720%  10/15/37    73
United Airlines                       10.670%  05/01/04     8
United Health Services                 0.426%  06/23/20    62
US Timberlands                         9.625%  11/15/07    56
Westpoint Stevens                      7.875%  06/15/05    25
Westpoint Stevens                      7.875%  06/15/08    25
Worldcom Inc.                          6.400%  08/15/05    31
Worldcom Inc.                          6.950%  08/15/28    31
Worldcom Inc.                          7.750%  04/01/07    31
Xerox Corp.                            0.570%  04/21/18    65

                           *********

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.

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

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

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

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

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

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