TCR_Public/030610.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, June 10, 2003, Vol. 7, No. 113

                          Headlines

ADVANCED GAMING: Badly Needs Capital Infusion to Continue Ops.
ALLIANCE TOBACCO: Brings-In Middleton as Litigation Counsel
AUDIOVOX CORP: Reports Improved First Quarter 2003 Results
AUXER GROUP: Inadequate Capital Puts Viva Airlines in Jeopardy
AVCORP INDUSTRIES: Reaches Significant Refinancing Milestones

BETHLEHEM STEEL: Moves to Reclassify and Disallow 702 Claims
BIOTRANSPLANT INC: Reports Advances In Xenotransplantation
BRIDGE TECH: Nasdaq Grants Temporary Filing Reprieve Till Jun 16
BOYSTOYS.COM: Company Has Been Reduced to "a Mere Public Shell"
BUDGET GROUP: Asking for Fourth Lease Decision Period Extension

CANADIAN GLOBAL: Pierre Lamblin Banned from Trading for 15 Years
CELL-LOC INC: Completes $275 Million Private Placement Deal
CHESAPEAKE ENERGY: Declares Quarterly Stock Dividends
CHESAPEAKE ENERGY: Elects Governor Frank Keating to Board
CONSECO INC: Court Approves Amended Tax Sharing Agreement

CONTINENTAL AIRLINES: S&P Rates $150M Sr Unsecured Debt at CCC+
CORNERSTONE PROPANE: Fitch Withdraws Default-Level Ratings
COVANTA: Alpine Food's Voluntary Chapter 11 Case Summary
CREDIT SUISSE: S&P Lowers Class H Note Rating to B- From B
CROWN PACIFIC: Lenders Agree to Forbear through June 15, 2003

DT INDUSTRIES: DTE Subsidiary Expands EarthShell Relationship
EL PASO CORP: Brandes Supports Management's Director Nominees
EL PASO: Comments on Shareholder Support for Director Nominees
EL PASO: Zilkha Proposes, Solicits Support for Directorial Slate
ENRON CORP: Court Approves Robbye Waldron as Enron Wind Trustee

ENRON: ECT Securities Ltd.'s Voluntary Chapter 11 Case Summary
ENRON: ECT Securities LP's Voluntary Chapter 11 Case Summary
ENRON: ECT Securities GP's Voluntary Chapter 11 Case Summary
FEDERAL-MOGUL: Seeks OK for Amended Corporate Headquarters Lease
FINLAY ENTERPRISES: Ratings Affirmed & Outlook Revised to Stable

FLEMING COS: Court Allows BMC's Retention as Noticing Agent
FLEMING COMPANIES: Obtains Approval for Sale of 40 Retail Stores
FORD MOTOR: Newsweek Features William Ford, Jr. as Reluctant CEO
GEMSTAR-TV: Corporate Credit Rating Slides Down a Notch to BB-
GENTEK INC: U.S. Trustee Appoints Unsecured Creditors' Committee

GEORGIA-PACIFIC: Completes Employee Stock Exchange Program
GLOBAL CROSSING: Court Gives Clearance to Bitro Settlement Pact
HARBISON-WALKER: Court To Conduct Asbestos Hearing on July 21
INTEGRATED HEALTH: Wants to Compromise & Settle with 7 Claimants
JAZZ PHOTO: Seeks Court Approval to Hire Eisner as Accountants

KMART CORP: Wants Amended and Superseded Claims Disallowed
LD BRINKMAN: Creditors' Panel Employs Munsch Hardt as Counsel
LE NATURE'S INC: S&P Assigns Low-B Level Credit Ratings
LES BOUTIQUES: Distributes Sale Proceeds to Unit's Creditors
LONGVIEW ALUMINUM: Gets Until July to Submit Reorganization Plan

MESA AIR GROUP: May 2003 Traffic Increases 31.6% Year-Over-Year
MESABA: Northwest Airlink Pilots Protest Management Tactics
METRIS COMPANIES: Secures New $125 Million Term Loan
MILESTONE SCIENTIFIC: March Balance Sheet Upside-Down by $6.6Mil
MONEY STORAGE: S&P Takes Rating Actions to Various Note Classes

NATIONSRENT: Judge Walsh Gives Go-Ahead to Dime Financing Pact
NRG ENERGY: Continues Existing Insurance Policies
NRG ENERGY: LSP-Nelson Energy's Voluntary Chap. 11 Case Summary
NRG ENERGY: NRG Nelson Turbines' Voluntary Ch. 11 Case Summary
ORION REFINING: Turns to Development Specialists as Consultant

OWENS: Unsecured Panel Seeks Disclosure Statement Clarification
PACIFICA CDO: S&P Assigns Preliminary Ratings to $300MM Notes
PACIFIC GAS: Court Okays Dispute Settlement with Cynthia Behr
PACIFICARE: SCCIPA Terminates HMO, Medicare and PPO Contracts
PAC-WEST TELECOMM: Nasdaq Hearing Set for June 26, 2003

PCNET INT'L: Reports Major Milestones to Restructuring Efforts
PENN TRAFFIC: Secures OK to Tap Paul Weiss as Bankruptcy Counsel
PLASSEIN INTERNATIONAL: First Creditors' Meeting Set on June 16
POLYPHALT: Grandwin Demands Payment of CDN$1 Million Loan
RAYTHEON AEROSPACE: $225-Mil Bank Loan Rating Cut to B+ from BB-

ROUNDY'S INC: Revamps 30 Twin Cities Rainbow Foods Stores
ROWECOM: Panel Turns to Deloitte & Touche for Financial Advice
SECURITY ASSET: Liquidity Concerns Prompt Going Concern Doubts
SEITEL: Noteholders File Involuntary Chapter 11 Case in Delaware
SEITEL INC: Chapter 11 Involuntary Case Summary

SEITEL INC: SEC Agrees to Lawsuit Settlement
SHEFFIELD PHARMACEUTICALS: Files for Chapter 7 Bankruptcy
SHEFFIELD PHARMACEUTICALS: Voluntary Chapter 7 Case Summary
SKM LIBERTYVIEW: S&P Drops Class B Note Ratings to BB from BBB-
UNIFORET INC: U.S. Noteholder Group to Appeal CCAA Plan Approval

UNITED AIRLINES: Court Approves $55MM Aircraft Sale to Dubai Air
UNITED AIRLINES: Supports US-EU Transatlantic Aviation Agreement
UNIVERSAL GUARDIAN: Needs To Raise Funds to Sustain Operations
US AGGREGATES: Nevada Court Approves Disclosure Statement
US AIRWAYS: EDS Demands $20 Mill. Administrative Expense Payment

WEIRTON STEEL: Wants to Continue Workers' Compensation Program
WESTPOINT STEVENS: Cleared to Continue Cash Management System
WESTPOINT: Revises Report on Noteholder Restructuring Agreement
WILLIAMS: Obtains New $800 Million Credit Facility
WORLDCOM: AT&T Calls Proposed SEC Settlement Woefully Inadequate

WORLDCOM: CWA Presses Federal Court to Delay Settlement Decision
WORLDCOM/MCI: Stockholders' Boycott Grows By Over 1,000 per Day
WRC MEDIA: S&P Places Low-B Level Ratings on Watch Negative

* CCCI Says 73% of Americans Support Tougher Bankruptcy Laws

* Large Companies with Insolvent Balance Sheets

                          *********

ADVANCED GAMING: Badly Needs Capital Infusion to Continue Ops.
--------------------------------------------------------------
Advanced Gaming Technology, Inc.'s financial statements have
been prepared in conformity with accounting principles generally
accepted in the United States, which contemplates the Company as
a going concern.  However, the Company has sustained substantial
operating losses in recent years and has used substantial
amounts of working capital in its operations.  Realization of a
major portion of the assets reflected on  the Company's balance
sheet is dependent upon continued operations of the Company
which, in turn, is  dependent upon the Company's ability to meet
its financing requirements and succeed in its future
operations. Management believes that actions presently being
taken to revise the Company's operating and financial
requirements provide them with the opportunity for the Company
to continue as a going concern. As the Company now has no
operations, it is evaluating the options available to it.

                   Results of Operations -
              Three Month 2003 Compared to 2002

Operating loss for the three months ended March 31, 2003 was
$23,884 compared to a loss of $103,407 for the same period in
2002.  The decrease in operating loss was the result of a
decrease in expenses.  There was no revenue for the three months
ended March 31, 2003 and 2002, from the electronic bingo
products.  The electronic bingo units are not competitive due to
the age and quality of the product. Management does not expect
revenue from existing electronic bingo units in the future.

The Company is currently pursuing all possible options including
the sale of Company assets, merger or dissolution.

Expenses for the first three months of 2003 were $2,627 compared
to $75,185 in the prior year. The improvement is due to a
decrease in administrative expenses. In addition, $71,250 of the
2002 expenses were non-cash expenses representing depreciation
and unpaid salary.  Depreciation of $108 was the only non-cash
expense in the current period, except for a non-operating
holding loss of marketable securities of $8,831.  Management is
making efforts to minimize cash outlays.

Other income (expense) for the first three months of 2003 was
expense of $12,426 compared to expense of $28,222 in 2002.

The Company has a cash balance of $9,968.  The Company will
require additional capital to continue  operations.  There is no
assurance that capital will be available. Management is
considering all options including sale, merger, reverse merger
or dissolution of the Company.  Any such transaction could have
a significant negative impact on current shareholders.

Management has again elected to defer payment of salaries and
wages until some future time.

On June 12, 2002, PowerHouse Management, Inc., of San Antonio,
Texas, purchased approximately 56% of the issued and outstanding
shares of common stock of the Company.  At the same time, all
former officers and directors resigned after electing new
directors who appointed new officers.


ALLIANCE TOBACCO: Brings-In Middleton as Litigation Counsel
-----------------------------------------------------------
Alliance Tobacco Corp., wants permission from the U.S.
Bankruptcy Court for the Western District of Kentucky to employ
the Middleton Reutlinger as its Special Counsel.

The Debtor reports that for many years, Middleton Reutlinger has
performed extensive legal work in connection with corporate,
financing, complex litigation and other significant matters.
Reutlinger represents the Company in three civil actions to
which the Debtor is a party:

     (1) Alliance Tobacco Corp. v. The National Tobacco
         Association of Attorneys General and the Honorable W.A.
         Drew Edmondson (W.D. Ky.);

     (2) Commonwealth of Kentucky, ex rel. Albert B. Chandler
         III, Attorney General v. Brown & Williamson Tobacco
         Corp., et al., (Franklin Cir. Ct.) on appeal to the
         Kentucky Court of Appeals, Alliance Tobacco Corp. v.
         Commonwealth of Kentucky, Court of Appeals No. 2003-CA-
         000574-OA; and

     (3) Richard Pl Ieyoub v. Philip Morris Incorporated, et
         at., (14th Jud. Dist. Ct., La.).

The Debtor submits that employment of Middleton Reutlinger will
enable it to continue to represent the Debtor in pending
litigation, without interruption and to assist Debtor in
carrying out its duties under Chapter 11. This case also will
likely involve significant corporate transactions, tobacco
regulatory matters and other litigation matters.

Consequently, the Debtor intends to utilize the services of
Middleton Reutlinger as special counsel to:

     a) represent the Debtor in connection with litigation
        relating to the Suits;

     b) advise the Debtor in connection with tobacco regulatory
        matters, corporate transactions or corporate governance
        issues;

     c) appear before this Court, any district or appellate
        courts, and the U.S. Trustee with respect to related
        matters;

     d) perform all other necessary legal services and provide
        all other necessary legal advice to the Debtor.

William J. Hunter reports that Middleton Reutlinger will bill
the Debtor in its current hourly rates, which range from:

          partners                              $175 to $275
          associates                            $135 to $185
          legal assistants and support staff    $5O to $85

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.


AUDIOVOX CORP: Reports Improved First Quarter 2003 Results
----------------------------------------------------------
Audiovox Corporation (Nasdaq: VOXXE) announced that it has filed
its Form 10-Q for the three months ended February 28, 2003 with
the Securities and Exchange Commission (SEC). The Company
intends to request that Nasdaq remove the "E" on its trading
symbol, subject to Nasdaq's requirement that the Company file
its Form 10-Q for the quarter ended May 31, 2003 on or before
July 15, 2003.

Net sales for the first quarter of fiscal 2003 were $296.8
million vs. $184.3 million in the first quarter 2002. Net sales
for the first quarter of fiscal 2003 for Audiovox Communications
Corp (ACC) were $216.6 million vs. $113.0 million for the first
quarter of 2002. ACC sold 1.2 million total units at an average
selling price of $171 during the first quarter of 2003. Fiscal
first quarter net sales for Audiovox Electronics Corp. (AEC)
were $80.3 million vs. net sales of $71.3 million in the first
quarter of 2002.

Net income and income per common share for the quarter were $1.2
million or $0.06 per share basic and $0.05 diluted compared to a
net loss of ($5.3) million or ($0.24) per share basic and
diluted in the first quarter 2002.

John J. Shalam, Chairman commented on the quarter's results, "I
am pleased to report that sales in both our operating
subsidiaries increased during the first quarter and the company
returned to profitability. In wireless, the market began to show
some improvement as products with new consumer friendly features
began delivery. The CDM 9500, 9155 and 8500 with their higher
selling prices all contributed to the increase in our
performance. In our electronics group new products in the mobile
video category fueled growth. Two days ago, we announced the
acquisition of Recoton's audio assets, which we believe will add
to our market share as we leverage the well known Jensen,
Acoustic Research and Advent brands to increase sales and
penetration." Shalam further stated, "Our balance sheet remains
strong and inventories are at acceptable levels. The economy is
showing modest signs of improvement and provided that continues,
we believe we have the right products, pricing and brands to
achieve our sales and profit goals."

The Company's cash position as of February 28, 2003 was $43
million. In addition as of February 28, 2003, the Company had no
direct borrowings under its main bank facility. The Company has
requested waivers from its bank group on covenant violations
related to income tests for all of fiscal 2002 and timely
delivery of financial statements for the year ended November 30,
2002 and the quarter ended February 28, 2003.

                   Operating Expenses

Operating expenses increased $2,061 to $21,007 for the three
months ended February 28, 2003, compared to $18,946 in 2002. As
a percentage of net sales, operating expenses decreased to 7.1%
for the three months ended February 28, 2003 from 10.3% in 2002.
Major components of the increase in operating expenses were
salaries due to Code Systems, Inc. and increased insurance and
advertising expenses, particularly the general liability
insurance. This increase in operating expenses was partially
offset by reductions in other expenses. Operating income for the
three months ended February 28, 2003 was $4.5 million compared
to operating loss of $5.2 million in 2002.

            Balance Sheet-Selected Items

Accounts receivable as of February 28, 2003 were $105.3 million.
Inventory as of February 28, 2003 was $214.0 million with ACC
inventory levels at $124.0 million and AEC inventory levels at
$89.8 million. The Company's shareholder equity was $311.6
million as of February 28, 2003.

Audiovox Corporation is an international leader in the marketing
of cellular telephones, mobile security and entertainment
systems, and consumer electronics products. The Company conducts
its business through two subsidiaries and markets its products
both domestically and internationally under its own brands. It
also functions as an OEM (Original Equipment Manufacturer)
supplier to several customers. For additional information, visit
http://www.audiovox.com.


AUXER GROUP: Inadequate Capital Puts Viva Airlines in Jeopardy
--------------------------------------------------------------
The Auxer Group is a holding company that consists of (4) four
wholly owned subsidiaries: Viva Airlines, Inc., CT Industries,
Inc., Hardyston Distributors, Inc. (doing business as The
Mechanics Depot), and Universal Filtration Industries, Inc. A
previously wholly owned subsidiary (Harvey Westbury Corp.) was
spun off by Auxer during January, 2003 to a former officer and
director of the Company in exchange for the assumption of debts
and related liabilities. Viva Airlines, Inc. is a development
stage company that will provide passenger and cargo services to
various destinations from its commercial hub in Santo Domingo,
Dominican Republic. CT Industries, Inc., Hardyston Distributors,
Inc. and Universal Filtration Industries, Inc. are all inactive
and management does not currently plan to resume their
respective operations.

        Results of Operations for the Three Months Ended
                   March 31, 2002 and 2003.

The Auxer Group had sales of $0 for the quarter ended March 31,
2003 as compared to sales of $1,004,513 for the quarter ended
March 31, 2002. The decrease in sales was attributed to the spin
off of Harvey Westbury Corp.

The Auxer Group had net losses of $204,371 for the quarter ended
March 31, 2003 as compared to net losses of $189,193 for the
quarter ended March 31, 2002. The increase in net losses was
primarily attributed to the Company's decision to develop its
aviation related business segment and the decision to
discontinue its automotive business lines.

Auxer Group had general administrative expenses of $166,155 for
the quarter ended March 31, 2003 as compared to general
administrative expenses of $258,697 for the quarter ended March
31, 2002. The decrease in these expenses was attributable to the
Company's decision to develop its aviation related business
segment and to discontinue its automotive business lines.

The Group had interest expenses of $19,620 for the quarter ended
March 31, 2003 as compared to $36,468 for the quarter ended
March 31, 2002. The decrease in these expenses was primarily due
to the reduction of the interest paid as a result of a reduction
in the convertible note.

The Company did not report any revenue for the three month
period ending March 31, 2003. The aviation industry subsidiary
is a development stage company and is the only active
subsidiary. The aviation industry subsidiary is expected to
begin operations during the quarter ended June 30, 2003.

At March 31, 2003, the Company has $163 of available cash. Since
inception the Company has accumulated a net loss of
approximately $11,252,732.

The Auxer Group, Inc. will require a minimum of $3,000,000 of
working capital to complete Viva Airlines, Inc, transition from
a development stage company to full operation.

Auxer does not currently have the funds necessary to provide
working and expansion capital to Viva Airlines, Inc. Auxer will
only be able to provide the needed capital by raising additional
funds.

The inability to raise funds or a continued lack of funds could
result in the failure to complete needed acquisitions of certain
aviation assets or payment of certain related expenses that
would delay or prevent the commencement of the operation of Viva
Airlines, Inc.

Management is optimistic that the Company will be able to borrow
sufficient capital to fund Viva Airlines, Inc.


AVCORP INDUSTRIES: Reaches Significant Refinancing Milestones
-------------------------------------------------------------
Avcorp Industries Inc. (AVP on the Toronto Stock Exchange)
successfully reached significant milestones in its refinancing.
The Company has reached agreement with two of its principal
lenders which, on closing, will eliminate approximately $5.0
million of debt. The Company continues discussions with its
third major lender regarding debt restructuring. These
agreements have resulted in removal of conditions for a
sale/leaseback of its facilities, and this sale/leaseback is
scheduled to close in the third quarter for further debt
reduction of approximately $15.0 million. These transactions are
being made to significantly strengthen the Company's balance
sheet and lower debt servicing costs.

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

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


BETHLEHEM STEEL: Moves to Reclassify and Disallow 702 Claims
------------------------------------------------------------
At present, George A. Davis, Esq., Weil, Gotshal & Manges LLP,
in New York, informs the Court that 9,000 proofs of claim have
been filed against Bethlehem Steel Corporation and its debtor-
affiliates.  The Debtors have started sorting through those
proofs of claim.

In their first review, the Debtors find 702 proofs of claim that
should be reclassified to avoid improper recoveries by claimants
and to reduce the aggregate number and dollar amount of secured
and priority claims against the Estates.

                 Reclassify to Unsecured

The Debtors have reviewed 670 proofs of claim filed as secured,
administrative, and other priority claims.  Based on their books
and records, the Debtors have determined that there is no
statutory or other basis on which an administrative or priority
claim may be asserted with respect to those claims. Furthermore,
the Debtors note that they did not grant a collateral security
interest to the claimants and there is no statutory basis on
which a secured claim may be asserted in respect of the claims.
Accordingly, the Debtors propose to reclassify the claim to
general unsecured status.

Certain of these proofs of claim were filed by the Debtors'
employees.  The Debtors determined that these claims are not
priority claims, as there is no statutory or other basis on
which a priority claim may be asserted.  To the extent any
present or former employees of the Debtors possessed claims
entitled to unsecured priority status under Section 507(a)(3) or
507(a)(4) of the Bankruptcy Code, the claims have already been
paid in accordance with the October 15, 2001 Court order
authorizing the Debtors to pay prepetition wages, compensation
and employee benefits.  For these reasons, to the extent any of
these 670 claims were filed by their present or former
employees, the Debtors ask the Court to reclassify the claims to
general unsecured status.

The claims to be reclassified to general unsecured status
include:

   Claimant                       Claim No.         Amount
   --------                       ---------         ------
   Vulcan Construction              262800      $1,285,186
   Superior Natural Gas Corp.       510300       1,312,299
   Skadden, Arps, Meagher & Flom    562400       1,252,792
   Minteq Int'l. Inc.                46900       1,123,345
   Metropolitan Life Insurance      626500       2,151,220
   Grubb & Ellis Co.                524900       1,298,999
   Kajon, Nicholas F.               350200      40,416,664
   Latham & Watkins                 412900      26,267,267
   Edmond E. Gonzalez Sr.           622000       5,000,000
   Conoco Inc.                      421600       6,170,464
   Chesapeake Industrial            101300       4,226,295
   Smith, Ulysses Charles            46500      70,000,000

                      Reclassify Paid Claims

The Debtors object to 32 proofs of claim which, they believe,
have already been paid or otherwise satisfied in full, or
constitute claims relating to executory contracts and unexpired
leases that were assigned to International Steel Group and for
which they have no further legal or contractual liability.

The Debtors ask the Court to expunge and disallow the 32 claims.
Some of the claims are:

   Claimant                       Claim No.         Amount
   --------                       ---------         ------
   JP Morgan Chase Bank             413900     $290,180,726
   JP Morgan Chase Bank             414000      219,190,455
   Citi Capital Leasing             477800           16,320
   Ford Motor Credit Co.             24900           28,019
   Ford Motor Credit Co.             25100           30,448
   Patrick Cameron                  510500          144,737
   State Street Bank and Trust      420700          144,737
   Bank of America NA               533100       17,953,873
   Bank of America NA               534600       17,953,873
   Columbus Steel Facility          589800      116,493,342

The Debtors reserve their right to object to any of the 702
proofs of claim at a later date on other grounds. (Bethlehem
Bankruptcy News, Issue No. 37; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


BIOTRANSPLANT INC: Reports Advances In Xenotransplantation
----------------------------------------------------------
BioTransplant, Inc. (OTC Bulletin Board: BTRNQ.OB) announced
that scientists from Immerge BioTherapeutics, the Company's
joint venture with Novartis Pharma AG, have recently reported
results from two studies highlighting advances in
xenotransplantation. In one study, Immerge researchers have
reversed insulin dependency in diabetic non-human primates
through the transplantation of porcine islet cells. In another
study, scientists identified the receptors for Porcine
Endogenous Retrovirus (PERV), a virus that has shown the ability
to infect some human cells in vitro.

"These promising studies reflect the significant achievements
Immerge has made in the field of xenotransplantation research,"
stated Donald B. Hawthorne, President and Chief Executive
Officer of BioTransplant. "The diabetic primate data underscore
the potential applications for xenotransplantation, and the
identification of PERV receptors is an important step forward in
our efforts to develop xenotransplantation as a safe therapeutic
option for humans."

At the American Transplant Congress 2003 meeting, researchers
from Immerge BioTherapeutics, the Diabetes Institute for
Immunology and Transplantation, and the Department of Surgery at
the University of Minnesota presented data showing reversal of
diabetes in monkeys for more than 70 days after transplantation
with porcine islet cells. In this study, diabetic cynomolgus
monkeys were transplanted with islets purified from the pancreas
of adult pigs or miniature swine. The subjects were then treated
with an immunosuppressive cocktail, including induction and
maintenance therapy. All animals became insulin independent and
reached normal glucose levels in the period after
transplantation. A number of animals were insulin-free for up to
70 days after transplantation. None of the animals showed
evidence of antibody-mediated rejection.

Immerge also announced the identification of the key molecule
responsible for Porcine Endogenous Retrovirus (PERV) Infection
in the May 27, 2003 edition of The Proceedings of the National
Academy of Sciences. Immerge scientists, together with the
academic groups of Professors Robin Weiss, University College,
London, and Daniel Salomon, The Scripps Research Institute have
identified the receptors that are used by PERV in order to enter
and infect a cell. This study may allow scientists to begin to
develop a strategy to prevent PERV replication.

                About Immerge BioTherapeutics

Immerge BioTherapeutics was formed on September 26, 2000 as a
joint venture between Novartis Pharma AG and BioTransplant
focused on developing therapeutic applications for
xenotransplantation. Both Novartis and BioTransplant have
contributed all of their propriety technology in
xenotransplantation to the joint venture.

                   About BioTransplant

BioTransplant Incorporated, a Delaware corporation located in
Medford, Massachusetts, is a life science company whose primary
assets are intellectual property rights that it has exclusively
licensed to third parties. On February 27, 2003, the Company and
Eligix, Inc., its wholly-owned subsidiary, filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code in
the United States Bankruptcy Court in Boston Massachusetts.

The Company has exclusively licensed Siplizumab (MEDI-507), a
monoclonal antibody product, to MedImmune, Inc. The Company's
assets also include the AlloMune System technologies, which are
intended to treat a variety of hematologic malignancies and
improve outcomes for solid organ transplants, and the Eligix HDM
Cell Separation Systems, which use monoclonal antibodies to
remove unwanted cells from bone marrow, peripheral blood stem
cell and donor leukocyte grafts used in transplant procedures.
On June 4, 2003, the Company announced that it had entered into
an agreement to sell its Eligix HDM Cell Separation System
assets to Miltenyi Biotec GmbH, subject to Bankruptcy Court
approval and other customary closing conditions. BioTransplant
also has an interest in Immerge BioTherapeutics, a joint venture
with Novartis, to further develop both companies' individual
technology bases in xenotransplantation.


BRIDGE TECH: Nasdaq Grants Temporary Filing Reprieve Till Jun 16
----------------------------------------------------------------
Bridge Technology, Inc. (Nasdaq:BRDGE), a data storage and
communication components distribution Company, announced that
its common stock will continue to be listed on The Nasdaq
SmallCap Market via a temporary exception from the 10K and 10Q
filing requirements for the year ended December 31, 2002 and the
first quarter ended March 31, 2003. This exception is set to
expire on June 16, 2003 subject to further review.

The Company was granted a temporary exception until
June 16, 2003 to comply with the requirement for three
Independent Directors on the Audit Committee.

The Company must demonstrate by August 24, 2003 that it meets
the $1.00 per bid share price provided its shareholders' equity
is at least $5,000,000 as of March 31, 2003. Should its
shareholders' equity be less than $5,000,000 as of March 31,
2003 the minimum bid requirement date is moved up to August 15,
2003.

Finally, in complying with Marketplace Rule 4310, the Company
must (i) solicit proxies by August 15, 2003; (ii) hold its
Annual Meeting for the fiscal year ended December 31, 2002 by
August 31, 2003; and (iii) provide shareholders with the year
2002 Annual Report.

The temporary exceptions granted by the Nasdaq Panel expire on
the respective dates. In the event the Company is deemed to have
met the terms of the exceptions, it will continue to be listed
on the Nasdaq SmallCap Market System.

The Company believes that it can meet these conditions; however
there can be no assurance that it will do so. If at some future
date the Company's securities should cease to be listed on the
Nasdaq SmallCap Market System, they may continue to be quoted on
the OTC Bulletin Board.

Please note that beginning with the opening of business on
June 10, 2003, the Company's trading symbol will be changed from
BRDGE to BIGCE. The characters C and E will be removed from the
symbol once the Nasdaq Panel has confirmed compliance with the
relevant terms of the exception. At that time, The Company's
trading symbol will revert back to the original trading symbol
of BRDG.

Bridge Technology, Inc. is a "time-to-market" Company that
distributes digital recording, storage, and communication
components and sub-assembly units, primarily to long-standing
OEM customers. The Company operates through subsidiaries in the
United States, and Hong Kong. More information on Bridge
Technology, Inc. may be obtained over the Internet at
www.bridgeus.com

                        *   *   *

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

"The [Company's] unaudited consolidated financial statements
have been prepared assuming that the Company will continue as a
going concern. During the year ended December 31, 2001, the
Company incurred a net loss of $2,542,000 and used cash of
$3,635,000 in its operations. Management has undertaken certain
actions in an attempt to improve the Company's liquidity and
return the Company to profitability. On July 24, 2002, the
Company entered into a loan modification and extension agreement
with a commercial bank for its outstanding balance of $4 million
at December 31, 2001, which was reduced by $100,000 payment made
in 2002. Pursuant to the terms of the new agreement, monthly
interest only payments are to be made through maturity, $50,000
was due and paid by September 15, 2002 and no less than
$1,000,000 is due on November 30, 2002. The Company owns 90% of
all issued and outstanding shares in CMS and pledged 65% of all
issued and outstanding shares in CMS against this outstanding
balance and the maturity date of the note has been extended
until November 30, 2002. However, if the Company makes all of
the foregoing payments on a timely basis and has not otherwise
defaulted on the loan, the maturity date for the remaining
unpaid principal balance will be extended until June 30, 2003.
Additionally, the Company's major shareholders have subordinated
the outstanding loans to the Bank debt and have also indicated
an interest in converting their debt to equity along with the
acceptance of additional outside financing.

"Operationally, management's plans include continuing actions to
cut or curb nonessential expenses and focusing on improving
sales of Autec. No assurance can be given that the Company will
be successful in extending or modifying its line of credit or
that the Company will be able to return to profitable
operations.

"Looking for alternatives, the Company is currently seeking a
global financing agreement with a major international bank to
replace existing credit lines in the U.S. and Hong Kong. No
assurance can be given that the alternative funding source will
be available.

"Management of the Company is actively pursuing certain other
action plans, such as selling controlling interest in Autec and
Ningbo and/or selling a portion of its equity interest in CMS in
exchange for cash proceeds to provide working capital and repay
part or all of the outstanding bank loans.  At November 14,
2002, no formal binding offers and/or letter of credits have
been received.

"On October 1, 2001, a complaint was filed by a Trustee in U.S.
Bankruptcy Court against the Company for an alleged transfer of
assets, technology, trade secrets, confidential information,
business opportunities from Allied Web, a corporation owned by
the Company's former President and Director, which filed for
liquidation under federal bankruptcy laws on April 6, 2000. At
December 31, 2001, management of the Company was unable to
assess the possibility of incurring future liability and
estimate the reasonable amount of contingent liability.
Therefore, the Company did not record any accrued liability for
this matter. In July 2002, this case was settled in principal
with a major participation by the Company's insurance carrier.
Accordingly, the Company accrued a contingent liability of
approximately $265,000 as of September 30, 2002. On November 8,
2002, the Bankruptcy Judge dismissed this suit for failure to
appear or prosecute. The Company expects the Bankruptcy Judge
will set aside the dismissal and reinstate the action. However,
as of November 14, 2002, Bridge is unaware of whether the
Bankruptcy Judge has so acted. The Bankruptcy Trustee and the
Company have negotiated a tentative settlement, contingent upon
the approval of a prior Officer/Director, another individual and
other active Officers and Directors."


BOYSTOYS.COM: Company Has Been Reduced to "a Mere Public Shell"
---------------------------------------------------------------
BoysToys.com, Inc., a Delaware corporation, was incorporated in
the State of Delaware on April 21, 1997 under the name Wagg
Corp.

In January 1998 the Company changed its name to Alternative
Entertainment, Inc. (the same name of a Nevada corporation
identified below as "AEI-Nevada") previously established for the
operation of the Company's business and in December 1998 the
Company's name was changed to BoysToys.com, Inc.

On May 8, 2001, the Company filed a petition for relief under
Chapter 11 of the United States Bankruptcy Code.  The filing was
in response to an unexpected attempt by the landlord to
terminate the Company's long-term lease for the Company's then-
existing upscale gentlemen's club in San Francisco, California.

On September 12, 2002, the United States Bankruptcy Court
transferred the Club, all of the Company's assets and operations
from the Company.  Thus, from September 12, 2002 through
December 31, 2002, the Company did not have any assets or
operations.  The Company's prior proposed plan of reorganization
was rejected by the Court. Currently, the Company has no assets
or operations and is a mere "public shell" company.

On October 6, 2002, the United States Bankruptcy Court entered
an order for a Chapter 7 dissolution.

Currently, the Company has no material assets and no operations
or business of any kind.

                 Results of Operations

          First Quarter 2003 vs. First Quarter 2002

During the first three months ending March 31, 2003 ("First
Quarter 2003"), the Company recorded no sales revenues.  The
lack of sales revenues resulted from the action taken by the
U.S. Bankruptcy Court on September 12, 2002 wherein the Court
transferred all of the Company's assets and operations from the
Company.

In comparison, for the first three months ending March 31, 2002
("First Quarter 2002"), the Company recorded sales revenues of
$622,984 from the operations of its upscale gentlemen's club at
412 Broadway, San Francisco, California 94133.  All of these
Sales revenues were derived solely from the Club.

When the Club was in operation and owned by the Company, sales
revenues were primarily derived from: (1) food and beverage
sales; (2) Boardroom VIP membership sales; (3) nightclub
admission (door) fees; (4) fees charged by the Company in
connection with the use of credit cards by patrons to obtain
cash equivalent items (i.e., the Company sells "Diamond Dollars"
certificates (in multiples of $10 and $20 amounts) to patrons of
the Club such that each "Diamond Dollars" certificate may be
used in lieu of cash or credit cards at the Club for a patron's
payment of a "dance fee" to an entertainer); (5) sales of
certain merchandise on display at the Club and salable on a
consignment basis; and (6) entertainers' lease fees paid by
entertainers (dancers) for the privilege of performing at the
Club. (Currently, the Company charges each entertainer a lease
fee equal to $20 to $100 for the right to perform at the Club
during any shift.)

Cost of Sales during First Quarter 2002 were $95,269, or 15.29%,
of sales revenues during that period. When the Club was in
operation and owned by the Company, Cost of Sales was primarily
made up of food and beverage costs, labor costs, supply costs,
and other costs incurred in operating the Club.

After deducting Cost of Sales, the Company's Gross Profit during
the First Quarter 2002 was $527,715.  This represented a gross
margin (computed as Gross Profit divided by Sales) of
approximately 84.71% compared to a Gross Profit of $522,769 with
a gross margin of approximately 84.61% during the First Quarter
2001. The Company's gross margin remained stable as the Company
has continued to implement inventory management controls on food
and liquor and improve labor scheduling while also increasing
sales of Diamond Dollars and Entertainer Lease fees.

General and Administrative Expenses for the First Quarter 2002
were $515,524. A portion of these Expenses included a $17,000
per month fee to an executive manager appointed by the Court.
Apart from these expenses, the remaining General and
Administrative Expenses included administrative expenses for the
operation of the Company and the Club such as accounting,
advertising, depreciation, office administration,
marketing/promotion, rent, insurance, janitorial, and other
expenses.

When the Club was in operation and owned by the Company, the
Company also incurred Depreciation and Amortization Expenses of
$97,911 during the First Quarter 2002.  These represent non-cash
charges against the Company's revenues to allocate the costs of
capital expenditures made in prior periods.  The Company did not
have any assets during the First Quarter 2003 which would
generate any Depreciation and Amortization Expenses.  As a
result, these Expenses were $0 during the First Quarter 2003.

As a result, during the First Quarter 2002 the Company incurred
an operating loss of $85,720 compared to First Quarter 2003 when
the Company incurred an Operating Loss of $0.  The absence of an
Operating Loss reflected the absence of any assets or operations
during the First Quarter 2003.

In addition, during First Quarter 2003, the Company recorded no
Interest Expense and no Interest Income.  By comparison, the
Company had $465 in Interest Income during First Quarter 2002.

This resulted in a Deficit Before Income Taxes of $0 during the
First Quarter 2003 compared to $85,255 during the First Quarter
2002.

After adding a Provision for Income Taxes (i.e., California
Franchise Taxes), the Company recorded a Net Loss of $0 during
the First Quarter 2003 compared to $85,255 during the First
Quarter 2002.

                Liquidity and Capital Resources

Since the Company's filing of its petition of bankruptcy in the
U.S. Bankruptcy Court for the Northern District of California on
May 8, 2001, the Company's liquidity and access to capital and
any sources of financing has been very limited.  Since
September 2002, the Company has relied entirely upon its founder
and Chief Executive Officer, Ralph M. Amato, to provide funds to
the Company to maintain the Company's corporate existence, to
pay fees for accounting and auditing, to pay franchise taxes to
the State of Delaware, and to pay fees and costs for fulfilling
its filing requirements under the Securities Exchange Act of
1934.

While the Company had Cash of $111,929 as of March 31, 2002, the
Company had $699,967 as Cash as of March 31, 2003.  All of the
Cash shown on the Company's Balance Sheet as of March 31, 2003
will not be available to the Company for any purpose except in
accordance with the requirements and orders of the Court.  Thus,
all of the Cash shown on the Balance Sheet will not be available
for use by the Company to grow or acquire any interest in any
other business.

The Company did not issue any additional shares of its common
stock or Preferred Stock during First Quarter 2002 or First
Quarter 2003.

The Company's management recognizes the extreme and adverse
difficulties and challenges it faces.  There is a significant
risk that the Company may not continue in existence because the
Company has and will likely continue to depend on the ability of
its President, Ralph M. Amato, to support the Company with loans
to provide the funds needed to pay the costs to maintain the
Company. Given the Company's extreme lack of capital resources,
there can be no assurance that the Company will receive any
financing or funding from any source.  In addition, if any
financing should be obtained, existing shareholders will likely
incur substantial, immediate, and permanent dilution of their
existing investment.

Further, there can be no assurance that the Company will be
successful in obtaining any additional financing, or if the
Company receives any additional financing, that any such
financing can be obtained on terms that may be deemed reasonable
given the Company's current financial condition.


BUDGET GROUP: Asking for Fourth Lease Decision Period Extension
---------------------------------------------------------------
For a fourth time, Budget Group Inc., and its debtor-affiliates
ask the Bankruptcy Court for more time to decide whether to
assume, assume and assign, or reject remaining non-residential
real property leases.  The Debtors ask for an extension of the
deadline imposed by 11 U.S.C. Sec. 365(d)(4) through
July 29, 2003.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor LLP,
in Wilmington, Delaware, informs the Court that the Debtors have
largely completed the process of evaluating each of the
unexpired leases of non-residential property for their economic
desirability and compatibility with the Debtors' Chapter 11
process and have already obtained Court approval authorizing
assumption and assignment or rejection for the vast majority of
their unexpired leases of non-residential property.  In
particular, since the Petition Date, the Debtors have expended
considerable time and resources on consummating the North
American Sale, which included the assumption and assignment of
more than 7,000 contracts, including a majority of the Debtors'
unexpired leases of non-residential real property.

In addition, the Debtors sought and obtained Court approval to
reject several unnecessary and economically improvident leases.
Accordingly, the Debtors have made considerable progress in
evaluating their executory contracts and unexpired leases of
non-residential real property as part of their overall Chapter
11 process.

Although the Debtors have made tremendous progress in evaluating
their unexpired leases of non-residential real property, Mr.
Brady states that the extension of time will provide the Debtors
with the means to complete that process.  Currently, the Debtors
are a party to a small number of Unexpired Leases, which remain
to be evaluated.  However, given the inherent fluidity in the
operation of a large, complex multinational business enterprise
like those of the Debtors, there may be additional Unexpired
Leases that have not yet been identified by the Debtors.  As a
result, the Debtors need the additional time to evaluate their
remaining Unexpired Leases and ensure that all Unexpired Leases
have been identified.

The Debtors submit that cause exists to extend the time
requested.  In addition to evaluating their remaining identified
Unexpired Leases, granting an extension of time will allow the
Debtors to verify that they have identified and evaluated any
other Unexpired Leases and determine if, in fact, each lease has
been properly assumed and assigned or rejected.  Notably, since
the sale of substantially all of their assets, the Debtors
continue to manage and resolve certain administrative, corporate
and bankruptcy issues that have accompanied the going concern
sale of the Debtors' multi-billion dollar operations, including
myriad issues arising in connection with their executory
contracts and unexpired leases.

For example, in connection with the North American Sale, the
Debtors have previously identified in their records certain
executory contracts and unexpired leases not originally
identified in the ASPA and, as a result, have had to prepare and
file subsequent motions with this Court seeking either the
assumption and assignment or rejection of various executory
contracts and unexpired leases.  Therefore, the Debtors submit
that the additional time will allow the Debtors to identify any
remaining Unexpired Leases and determine the most effective and
efficient manner for dealing with any leases.  Mr. Brady
contends that an extension will allow the Debtors to maintain
the maximum flexibility in seeking to implement their Chapter 11
plan successfully and maximize the value of their estates.

Mr. Brady assures the Court that pending their election to
assume or reject the Unexpired Leases, the Debtors will perform
all of their obligations arising from and after the Petition
Date in a timely fashion, including payment of postpetition rent
due, as required by Section 365(d)(3) of the Bankruptcy Code.
As a result, there should be no prejudice to the Lessors under
the Unexpired Leases as a result of the requested extension.
The extension affords the Debtors the maximum flexibility in
their Chapter 11 process while preserving the Lessors' rights
under the Bankruptcy Code.

A hearing on the motion is scheduled on June 25, 2003.  By
application of the Local Rules applicable in the Bankruptcy
Court of Delaware, the lease decision deadline is automatically
extended through the conclusion of that hearing. (Budget Group
Bankruptcy News, Issue No. 20; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

Budget Group Inc.'s 9.125% bonds due 2006 (BDGP06USR1) are
trading at 23.5 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BDGP06USR1
for real-time bond pricing.


CANADIAN GLOBAL: Pierre Lamblin Banned from Trading for 15 Years
----------------------------------------------------------------
The B.C. Securities Commission has issued sanctions against the
remaining principal of Canadian Global Investment, the Langley-
based mutual fund dealer that sold $20 million in "speculative,
illiquid and highly risky" securities to almost 200 conservative
clients.

In its decision, the BCSC banned Robert Pierre Lamblin from
trading in the securities markets and from registering under the
Securities Act for 15 years. Should he seek registration after
the ban, he would be required to be under strict supervision for
one year. Lamblin is also prohibited from becoming or acting as
an officer or director of any issuer for at least 15 years. The
Commission deferred ordering an administrative penalty against
Lamblin until he provides further information.

Lamblin and the late Danny Francis Bilinski were the key players
directing the business of the mutual fund dealer and the
Canadian Global Financial group of companies. Canadian Global
Financial was the parent company of the Canadian Global
"financial conglomerate" though which the mutual fund dealer and
several of the related companies carried on business. As the
founder of the Canadian Global Financial group of companies,
Bilinski was principally responsible for developing and
directing the group's business and affairs.

In the January 2002 decision, a commission panel ruled that the
mutual fund dealer, its principals, including Lamblin and
Bilinski, and some salespeople violated the "conflict of
interest", "fair dealing", "know your client" and "suitability
of investment" rules in selling speculative, illiquid and highly
risky securities to clients. The commission found this conduct
particularly abusive because the securities sold were in
companies in which Lamblin and Bilinski held an interest and
participated in management.

Bilinski and Lamblin sold over 80% of the securities and most of
the clients' money was lost.

Canadian Global Investment is insolvent and has not been
registered as a mutual fund dealer since February 15, 2001. The
Commission permanently removed Canadian Global Investment from
the securities markets.

In addition, the commission permanently cease-traded the
securities of Canadian Global Financial and Private Ventures.
Both companies had distributed securities to the public without
a prospectus.

In November 2002, the commission issued orders against four
other individuals involved in the companies, including Leonard
William Friesen. Friesen was a mutual fund salesperson who sold
some of the high-risk securities. Friesen was banned from
trading for two years, prohibited from becoming a registrant for
at least two years and ordered to pay a $20,000 penalty. Friesen
asked the commission to set aside the $20,000 penalty it had
previously ordered. The Commission deferred reconsidering the
administrative penalty against Friesen until he provides further
information.

The B.C. Securities Commission is the independent provincial
government agency responsible for regulating trading in
securities and exchange contracts within the province. Copies of
the decision can be viewed in the documents database of the
commission's Web site http://www.bcsc.bc.ca


CELL-LOC INC: Completes $275 Million Private Placement Deal
-----------------------------------------------------------
Cell-Loc Inc. (TSX: CLQ) completed a private placement for gross
subscription proceeds of $275,000.29 (Cdn) in relation to the
issuance of 585,107 units. Each unit is priced at $0.47 and is
comprised of one common share and one common share purchase
warrant which entitles the holder to purchase one common share
priced at $0.56 upon exercise within 24 months.

Cell-Loc Inc. ( http://www.cell-loc.com), a leader in the
wireless location industry, is the developer of Cellocate(TM), a
family of network-based wireless location products that enable
location-based services. Located in Calgary, Alberta, Cell-Loc
currently develops, markets and supports its patented wireless
location technology in Asia as well as North and South America,
with a view to expanding globally. Cell-Loc is listed on the
Toronto Stock Exchange (TSX) under the trading symbol: "CLQ."

                        *  *  *

As reported previously, the company's December 31, 2002 total
cash balance of $562,000 represents a $1.0 million, or 63
percent, decrease from the first quarter cash balance of $1.5
million.  The working capital balance has increased to $307,000
from a working capital deficiency of $2.47 million for the
period ended September 2002. The increase in working capital for
the period ended December 31, 2002 is a direct result of de-
consolidating TimesThree Inc. Subsequent to the quarter end, the
Company received $970,400 from the January 2003 private
placement. The Company has entered into contracts to sell a
portion of the assets formerly classified as available for
deployment, the proceeds from which will be a source of near
term cash. In the absence of the Company selling the network
equipment contracted for sale or the Company generating cash by
licensing its technology to third parties, the Company will
deplete its cash reserves at the end of March 2003. The
Company's monthly use of cash continues to be scrutinized to
ensure optimal use of cash resources.


CHESAPEAKE ENERGY: Declares Quarterly Stock Dividends
-----------------------------------------------------
Chesapeake Energy Corporation (NYSE: CHK) announced that its
Board of Directors declared a $0.035 per share quarterly common
stock dividend that will be paid on July 15, 2003 to common
shareholders of record on July 1, 2003, an increase of $0.005
per share from the quarterly dividend paid on April 15, 2003.
Chesapeake has approximately 214 million common shares
outstanding.

Chesapeake's Board also declared a quarterly cash dividend on
Chesapeake's 6.75% Cumulative Convertible Preferred Stock, par
value $0.01. The dividend for the 6.75% preferred stock is
payable on August 15, 2003 to preferred shareholders of record
on August 1, 2003 at the quarterly rate of $0.84375 per share.
Chesapeake has 2.998 million shares outstanding of 6.75%
preferred stock with a liquidation value of $149.9 million.

In addition, Chesapeake's Board declared a quarterly cash
dividend on Chesapeake's 6.0% Cumulative Convertible Preferred
Stock, par value $0.01. The dividend for the 6.0% preferred
stock is payable on September 15, 2003 to preferred shareholders
of record on September 2, 2003 at the quarterly rate of $0.75
per share. Chesapeake has 4.6 million shares of 6.0% preferred
stock outstanding with a liquidation value of $230 million.

Chesapeake Energy Corporation is one of the 8 largest
independent natural gas producers in the U.S.  Headquartered in
Oklahoma City, the company's operations are focused on
exploratory and developmental drilling and producing property
acquisitions in the Mid-Continent region of the United States.
The company's Internet address is http://www.chkenergy.com

As reported in Troubled Company Reporter's March 4, 2003
edition, Standard & Poor's assigned its 'B+' rating to
independent oil and gas exploration and production company
Chesapeake Energy Corp.'s proposed $300 million senior unsecured
notes due 2013. At the same time, Standard & Poor's assigned its
'CCC+' rating to Chesapeake's $200 million convertible preferred
stock.

All of Chesapeake's ratings remain on CreditWatch with positive
implications where they were placed on Feb. 25, 2003 following
Chesapeake's announcement that it has signed agreements to
purchase oil and gas exploration and production assets from El
Paso Corp. and Vintage Petroleum Inc. for a total consideration
of $530 million.

The CreditWatch with positive implications reflect that:

       -- Chesapeake is acquiring properties with low cost
          structures in its core Mid-Continent operating area
          that have a high degree of overlap with Chesapeake's
          operations, which should provide cost-reduction
          opportunities.

       -- Chesapeake intends to fund the transactions with a
          high percentage of equity; Chesapeake has announced an
          offering of eight million common shares (about $160
          million of net proceeds are expected) and $200 million
          of convertible preferred securities with the balance
          funded with debt.


CHESAPEAKE ENERGY: Elects Governor Frank Keating to Board
---------------------------------------------------------
Chesapeake Energy Corporation (NYSE: CHK) announced that its
Board of Directors has elected Governor Frank Keating to a term
expiring in 2004 and that Edgar F. Heizer, Jr. is retiring from
Chesapeake's Board after deciding not to stand for re-election.

Heizer, 73, was a founding member of Chesapeake's Board, first
serving as an Advisory Director in 1992 and then becoming a full
Board member at the time of Chesapeake's IPO in February 1993.
Heizer, who resides in Lake Forest, Illinois, was Chesapeake's
most important individual investor prior to its IPO and has been
one of the country's preeminent venture capitalists during the
past four decades.

Governor Keating, 59, is the President and Chief Executive
Officer of the American Council of Life Insurers, a large trade
organization based in Washington, D.C.  He was raised in Tulsa
and graduated from Georgetown University in 1966 and from the
University of Oklahoma law school in 1969. Upon graduation from
law school, Keating became a special agent in the FBI and then
served as Assistant District Attorney in Tulsa County.  In 1972,
Keating was elected to the Oklahoma House of Representatives and
two years later was elected to the Oklahoma State Senate, where
he rose to the position of minority leader.

In 1981, President Reagan appointed Keating as the U.S. Attorney
for the Northern District of Oklahoma.  In 1985, he left
Oklahoma to begin seven years of service in the Reagan and Bush
administrations.  During that time, Governor Keating served as
Assistant Secretary of the Treasury, Associate Attorney General
in the Justice Department and as General Counsel and Acting
Deputy Secretary of the Department of Housing and Urban
Development.

In 1994, Keating returned to Oklahoma to run for governor.  He
was elected by a wide margin and was sworn in as Oklahoma's 25th
Governor in January 1995. In 1998, Governor Keating was re-
elected in a landslide, becoming the first Republican Governor
of Oklahoma to be re-elected to consecutive terms. Oklahoma's
constitution prohibited him from running for a third term.

Governor Keating will bring substantial energy industry
experience to the Chesapeake Board.  His father founded the
successful Keating Drilling Company in Tulsa in 1942.  In
addition to working in the industry and presiding over statewide
energy policy for eight years while Governor, Keating has also
managed a family mineral company and served as Chairman of the
Interstate Oil and Gas Compact Commission during 1997-98.

Governor Keating's election and Heizer's retirement maintains
the size of Chesapeake's Board at seven.  Management is
represented by Aubrey K. McClendon and Tom L. Ward, the
company's co-founders.  The other Board members are Breene M.
Kerr of Easton, Maryland; Charles T. Maxwell of Bronxville, New
York; Shannon T. Self of Oklahoma City; and Frederick B.
Whittemore of New York City.

                   Management Comment

Aubrey K. McClendon, Chairman and Chief Executive Officer of
Chesapeake said of Governor Keating's appointment, "We are
extremely pleased to have Frank join Chesapeake's Board.
Governor Keating is a man of exceptional accomplishment,
leadership skills and personal character.  From his family
background in the industry and his two terms as Oklahoma's
governor, Governor Keating understands energy issues and the
industry's importance to the U.S. economy.  In a time of growing
political debate about the country's energy policies, we will
particularly appreciate his in-depth understanding of energy
public policy issues."

"Founded by Oklahomans in Oklahoma in 1989, Chesapeake came of
age during Governor Keating's two terms.  During those eight
years, we were always proud of his leadership of our state and
especially appreciated his thorough understanding of the issues
facing the oil and natural gas industry.  We will greatly
benefit from Governor Keating's experience and counsel in the
years ahead."

"We are especially sad to announce the resignation of Ned Heizer
from Chesapeake's Board.  Ned has encountered some health issues
in the past few months that have made him unable to continue
serving on Chesapeake's Board. Ned was our earliest true
believer and his financial commitment to Chesapeake in the pre-
IPO days was critical to growth of the company.  Were it not for
Ned Heizer, Chesapeake's early days would have been considerably
more difficult.  We are grateful for his wise counsel and deep
commitment over the years and we will truly miss his presence on
the Board.  However, Ned has agreed to accept a new position as
Director Emeritus, in which he will continue to provide
thoughtful counsel to us in the years ahead."

Chesapeake Energy Corporation is one of the eight largest
independent natural gas producers in the U.S.  Headquartered in
Oklahoma City, the company's operations are focused on
exploratory and developmental drilling and producing property
acquisitions in the Mid-Continent region of the United States.
The company's Internet address is http://www.chkenergy.com


CONSECO INC: Court Approves Amended Tax Sharing Agreement
---------------------------------------------------------
On February 4, 1989, Conseco Inc. and its non-debtor affiliates
entered into the Conseco, Inc. & Subsidiaries Consolidated
Federal Income Tax Agreement.  The Agreement governed
coordination of their tax payments and refunds and organized an
intercompany payment structure to assess and share tax
liabilities.

Conseco, Inc., CIHC, Inc., Partners Health Group and CTIHC, Inc.
sought and obtained the Court's permission to enter into an
Amended and Restated Tax Sharing Agreement. This will implement
an almost identical tax structure to that provided by the
Original Agreement, sans the CFC Debtors. (Conseco Bankruptcy
News, Issue No. 23; Bankruptcy Creditors' Service, Inc.,
609/392-0900)

DebtTraders reports that Conseco Inc.'s 10.250% bonds due 2002
(CNC02USR1) are trading below par at 99 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CNC02USR1for
real-time bond pricing.


CONTINENTAL AIRLINES: S&P Rates $150M Sr Unsecured Debt at CCC+
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
Continental Airlines Inc.'s (B/Negative/--) $150 million 5.0%
senior unsecured convertible debt due 2023. Ratings on
Continental were affirmed on June 2, 2003, and removed from
CreditWatch, where they were placed on March 18, 2003.

"Ratings on Continental are based on its heavy debt and lease
burden and relatively limited financial flexibility, which
outweigh better-than-average operating performance and a modern
aircraft fleet," said Standard & Poor's credit analyst Philip
Baggaley. "Still, narrowing losses in a gradually improving
airline environment and renewed access to the capital markets,
evidenced by the offering being rated, should allow the airline
to stabilize credit quality," the credit analyst continued.
Houston, Texas-based Continental, the fifth-largest U.S.
airline, serves markets mainly in the southern and eastern U.S.
from hubs at Houston; Newark, New Jersey; and Cleveland, Ohio.
International routes serve the central Pacific, Japan, Mexico,
Latin America, and Europe.

Continental carries a heavy burden of debt and leases, the
result of an extensive fleet modernization in the late 1990s and
recent losses. Debt and leases, net of cash, as a percentage of
revenues is about 166%, highest among the large U.S. airlines.
The airline's losses during the past two years have been the
narrowest among large hub-and-spoke carriers, reflecting
efficient operations and good labor productivity. Continental
recorded a $310 million pretax loss (including $65 million of
aircraft write-downs) in the first quarter of 2003, and
suggested that its previously expected results were depressed by
about $140 million due to the Iraq war and high fuel prices.
Management projects a further $100 million war effect in the
second quarter, though it anticipates reaching about cash
breakeven during that period. The company has undertaken further
efficiency initiatives, but is not approaching its labor unions
asking for cost concessions, as have peer airlines. This
decision is based on Continental's already efficient operations,
good labor relations, and the difficulty of securing such
concessions unless an airline is at the edge of bankruptcy. The
pilots' contract is already open for negotiation, and the
company is seeking to offset any higher wages with productivity
gains.

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

Continental Airlines' 8.321% ETCs due 2005 (CAL05USR4) are
presently trading between 77 and 82 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CAL05USR4for
real-time bond pricing.


CORNERSTONE PROPANE: Fitch Withdraws Default-Level Ratings
----------------------------------------------------------
Fitch Ratings has withdrawn rating coverage of Cornerstone
Propane Partners, L.P. and Cornerstone Propane, L.P. At the time
of withdrawal, the ratings were:

   CNO  -- $45 million outstanding senior notes 'D';

   CPLP -- $365 million senior secured notes 'DD'.

Headquartered in Watsonville, California, CNO is a retail
propane master limited partnership for CPLP, an operating
limited partnership


COVANTA: Alpine Food's Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Lead Debtor: Alpine Food Products, Inc.
             40 Lane Road
             Fairfield, New Jersey 07004

Bankruptcy Case No.: 03-13679

Debtor affiliates filing separate chapter 11 petitions:

Entity                                            Case No.
------                                            --------
Bouldin Development Corporation                   03-13680
BDC Liquidating Corp.                             03-13681
Covanta Equity of Alexandria/Arlington, Inc.      03-13682
Covanta Equity of Stanislaus, Inc.                03-13683
Doggie Diner, Inc.                                03-13684
Gulf Coast Catering Company, Inc.                 03-13685
OFS Equity of Alexandria/Arlington, Inc.          03-13687
Logistics Operations, Inc.                        03-13688
OFS Equity of Delaware, Inc.                      03-13689
OFS Equity of Babylon, Inc.                       03-13690
OFS Equity of Huntington, Inc.                    03-13691
OFS Equity of Stanislaus                          03-13692
OFS Equity of Indianapolis, Inc.                  03-13693
Offshore Food Service, Inc.                       03-13694
Ogden Aviation Security Services of Indiana, Inc. 03-13695
Ogden Aviation Terminal Services, Inc.            03-13696
Ogden Communications, Inc.                        03-13697
Ogden Cisco, Inc.                                 03-13698
Ogden Facility Management Corporation of W. Va.   03-13699
Ogden Leisure, Inc.                               03-13700
Ogden Food Service Corporation of Milwaukee       03-13701
Ogden Management Services, Inc.                   03-13702
Ogden Technology Services Corporation             03-13703
Ogden Pipeline Service Corporation                03-13704
Ogden Transition Corporation                      03-13705
Covanta Energy International, Inc.                03-13706
Covanta Energy Group, Inc.                        03-13707
Covanta Power International Holdings, Inc.        03-13708
Covanta Projects, Inc.                            03-13709

Type of Business: The Debtor is an affiliate of Covanta Energy
                  Corp.

Chapter 11 Petition Date: June 6, 2003

Court: Southern District of New York (Manhattan)

Judge: Cornelius Blackshear

Debtors' Counsel: James L. Bromley, Esq.
                  Richard V. Conza, Esq.
                  Cleary, Gottlieb, Steen & Hamilton
                  One Liberty Plaza
                  New York, NY 10006
                  Tel: (212) 225-2264
                  Fax : (212) 225-3999

Estimated Assets: More than $100 Million

Estimated Debts: More than $100 Million


CREDIT SUISSE: S&P Lowers Class H Note Rating to B- From B
----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on four
classes and affirmed six classes of Credit Suisse First Boston
Mortgage Securities Corp.'s commercial mortgage pass-through
certificates series 2000-FL1. Concurrently, a rating is lowered
on one class from the same series.

The raised and affirmed ratings reflect the paydown of the
pool's certificate balance and the improvement in debt service
coverage (DSC) since issuance. The lowered rating is the result
of the weakened operating performance of seven loans, five that
are being specially serviced and two that are on the servicer's
watchlist. There are two unrated classes below the Standard &
Poor's rated classes, absorbing most of the estimated stress
losses. In total, there are seven specially serviced loans and
nine watchlist loans in the pool. Most of the watchlist loans
are being monitored due to near-term maturities.

At issuance, the principal balance of the pool was $332.3
million, compared to $236.8 million currently, or a reduction of
29%. There are presently 17 floating-rate, interest-only balloon
loans outstanding, down from 32 at issuance. The current DSC is
2.35x, compared to 1.72x at issuance. The improvement in DSC is
due to lower interest rates, as the current portfolio's cash
flow is flat from issuance. The property concentrations include
office (53% of total principal balance), lodging (22%), and
retail (19%). At issuance, the property type breakdown was
office (39%), lodging (22%), and retail (26%). California and
Texas have the largest state concentrations at 42% and 20%,
respectively, of total principal balance.

Six of the loans are structured with A/B interests. The B
interests held outside the trust total $65.8 million of
principal balance. In the largest loan, the San Tomas Business
Park (33% of total principal balance), the trust owns a 66.6%
interest ($80 million) in a participation loan that totals $120
million. The trust's portion participates pari passu with a $20
million interest held in the Credit Suisse First Boston Mortgage
Securities Corp. series 2001-FL2 transaction. The remaining $20
million junior participation interest is held by a third party.

There are currently seven loans that are being specially
serviced by Lennar Partners Inc. ($80 million), and the
remaining 10 are on Midland Loan Services L.P.'s (the servicer)
watchlist ($158 million). The current delinquency rate is 5.10%
of total principal balance, with two REO properties (3.38%) and
one 30-day delinquency (1.72%).

Three of the seven loans (represents 65% of the decline in
estimated value since issuance) that are contributing to the
lowered ratings include:

-- Crowe Portfolio (whole loan balance of $32.5 million, of
which $30.4 million is in the trust, with 12.8% of total pool
principal balance). The loan is secured by a first lien on four
office buildings (three class B and one class A) totaling
434,722 square feet. All of the properties are located in or
near Dallas, Texas. The loan was transferred to special
servicing due to imminent default concerns reflecting declining
cash flows. The largest of the four properties, Midway Atrium,
has an occupancy rate of 51%, and is contributing to most of the
cash flow decline. The special servicer is in discussions for a
loan modification, which would extend the maturity date to July
2005 in order to allow the borrower sufficient time to lease up
the property. As a condition of the modification, the borrower
would reserve $1 million for leasing costs.

-- Best Western/Days Inn Portfolio (loan balance of $5.6
million, 2.4% of total pool principal balance). The loan is
secured by the Best Western Swiss Chalet Inn in Ruidoso, N.M.,
and Days Inn Conference Center in Kittery, Maine. The loan is
currently in special servicing and the borrower is in
bankruptcy. An appraisal reduction amount of $1.33 million was
taken April 11, 2003. The properties were appraised at that time
for $5.1 million on an "as is" basis. Based on the property's
current valuation, a loss on its eventual disposition is
expected by Standard & Poor's

-- 1856 Hendersonville Road (loan balance of $$4.2 million,
1.77% of total pool principal balance). The loan consists of a
245,000-square-foot light industrial building located in
Asheville, N.C. (west of Charlotte near the South Carolina
border). The loan was transferred to special servicing due to
the pending maturity date of June 2003. The loan was extended
once and there are no extensions currently available. The
property is currently occupied at 23%, as it lost key tenants
(including Volvo) during the past 24 months. The borrower has
requested a six-month forbearance covering the period to lease
up the property. It is uncertain how successful refinancing will
be at its low occupancy level.

The other four loans that contributed to the lowered rating
include West Bank Portfolio, Holiday Inn Express-Seaside, and
two REO properties, Crowley Winn Dixie and Sanford Square
Shopping Center.

Standard & Poor's stressed the seven loans to arrive at value
reductions based on current cash flow amounts. The lowered
rating reflects that analysis. Standard & Poor's will continue
to closely monitor the operating performance of these seven
individual loans, as well as the other specially serviced and
watchlist loans.

The two lowest unrated classes (class J and K) are experiencing
interest shortfalls. According to Lennar Partners Inc., $60,000
of the $103,780 May 2003 shortfall is due to the liquidation fee
of Crossroads Mall Clearwater. The shorted interest should
decline accordingly. As a result, Standard & Poor's does not
currently believe its rated classes (lowest rated class is H)
are at any immediate risk of interest shortfalls.

                      RATINGS LOWERED

Credit Suisse First Boston Mortgage Securities Corp.
Commercial mortgage pass-thru certs series 2000-FL1

                      Rating           Credit
          Class    To        From      Support (%)
          -----    --        ----      -----------
          H        B-        B         10.5

                      RATINGS RAISED

Credit Suisse First Boston Mortgage Securities Corp.
Commercial mortgage pass-thru certs series 2000-FL1

                      Rating           Credit
          Class    To        From      Support (%)
          -----    --        ----      -----------
          B        AAA       AA        39.3
          C        AA        A         29.5
          D        BBB+      BBB       21.7
          E        BBB       BBB-      19.6

                    RATINGS AFFIRMED

Credit Suisse First Boston Mortgage Securities Corp.
Commercial mortgage pass-thru certs series 2000-FL1

                             Credit
          Class    Rating    Support (%)
          -----    ------    -----------
          A-1      AAA       59.2
          A-2      AAA       47.7
          F        BB        16.8
          G        BB-       15.1
          AX       AAA       N/A
          AY       AAA       N/A


CROWN PACIFIC: Lenders Agree to Forbear through June 15, 2003
-------------------------------------------------------------
Crown Pacific Partners, L.P. (OTC Bulletin Board: CRPP), an
integrated forest products company, announced that it has
entered into forbearance agreements with its bank lenders and
bondholders through June 15, 2003 while it continues its
previously announced recapitalization discussions with these
lenders.

Crown Pacific sought and received this forbearance from its
lenders because the Partnership did not make interest payments
due on these lenders' debt in late May and early June. The
Partnership cannot predict whether it will be successful in its
recapitalization efforts. If the Partnership is not successful
in negotiating a recapitalization with its lenders, as
previously disclosed, it will likely seek protection through a
Chapter 11 bankruptcy proceeding to protect the interests of all
stakeholders.

Throughout this process, the Partnership intends to remain a
reliable supplier of its products to customers, and does not
expect any interruption to its operations as a result of a
recapitalization.

                  About Crown Pacific

Crown Pacific Partners, L.P. is an integrated forest products
company. Crown Pacific owns and manages approximately 524,000
acres of timberland in Oregon and Washington, and uses modern
forest practices to balance growth with environmental
protection. Crown Pacific operates mills in Oregon and
Washington, which produce dimension lumber, and also distributes
lumber and building products through its Alliance Lumber
segment.


DT INDUSTRIES: DTE Subsidiary Expands EarthShell Relationship
-------------------------------------------------------------
DT Industries, Inc. (Nasdaq: DTII), an engineering-driven
designer, manufacturer and integrator of automation systems and
related equipment used to manufacture, assemble, test or package
industrial and consumer products, announced that EarthShell
Corporation (Nasdaq: ERTH) and Detroit Tool and
Engineering Company (DTE), a DT Industries, Inc. subsidiary,
have signed an expanded equipment vendor agreement which
designates DTE's proprietary equipment platform and product
manufacturing process as the preferred technology for the
equipment to be used in the production of EarthShell Packaging
products other than hot cups.  Under the terms of the agreement,
DTE will be the exclusive supplier to EarthShell licensees of
equipment incorporating DTE's proprietary equipment platform and
product manufacturing processes.

DT Industries also announced that, due to the termination of
EarthShell's license agreement with Green Earth Packaging, Inc.
and Green Packaging SDN BHP (collectively, GEP), GEP has
cancelled orders to purchase approximately $15.6 million in
equipment from DTE.  As a result of this order cancellation,
DT Industries will reverse in the fourth quarter approximately
$3.3 million of previously recognized revenue and reduce its
order backlog by approximately $12.3 million.  The Company
expects to mitigate the impact of the order cancellation by
recovering cancellation charges from GEP, and it expects to
resell the equipment to other EarthShell licensees.  Although
the Company has not recognized any profit on the above-noted
revenues, until a settlement with GEP is finalized the Company
cannot quantify the gain or loss associated with the
cancellation.

As a result of the termination of the EarthShell/GEP license
agreement, DTE has committed to temporarily assist EarthShell in
the production of EarthShell Packaging plates and bowls at DTE's
Lebanon, Missouri facility. Products manufactured in Lebanon,
Missouri will supply current EarthShell Packaging customers
including Wal-Mart and other retail accounts, federal, state and
local government agencies as well as other food service
operations.

As previously announced, DT Industries, Inc. has finalized an
amendment to its senior credit facility that provides a
permanent waiver of financial covenant defaults in the second
and third quarters of fiscal 2003. The amendment also
established new financial covenant levels for the remainder of
the term of the facility and reduced the senior credit facility
to $61 million. The company believes that cash flows from
operations, together with available borrowings under the senior
credit facility, will be sufficient to meet its currently
anticipated working capital, capital expenditures and debt
service needs up until the maturity of the credit facility on
July 2, 2004.


EL PASO CORP: Brandes Supports Management's Director Nominees
-------------------------------------------------------------
After careful evaluation over an extended time period, Brandes
Investment Partners, LLC has determined that it will vote shares
with respect to which it has voting authority in favor of the
board of director nominees proposed by management of El Paso
Corporation (NYSE: EP) at the company's annual meeting of
shareholders scheduled for June 17, 2003.

Brandes Investment Partners is a strong supporter of best
practices in corporate governance.  While acknowledging the
seriousness of the problems at El Paso and the impact the
dissident group has had in creating healthy pressure for
positive changes at El Paso, at this time Brandes believes its
clients will be best served by maintaining stability in
management of El Paso.

Brandes' view is that current management -- which has changed in
significant ways over the past year -- appears poised to build
upon recent initiatives that have already improved El Paso's
governance, business practices, and financial outlook.

As part of the research in formulating this decision, Brandes
considered Institutional Shareholder Services' (ISS) opposition
to current management's proposal.  Brandes recognizes the value
of ISS research and, in many cases, has concurred with its
recommendations.  In this case, however, Brandes believes
support of current management is in the best interests of its
clients.

As of May 31, 2003, Brandes' clients collectively owned
approximately 36 million shares, or 6% of El Paso's shares.
Certain clients have retained voting discretion over such shares
and may not vote in the same manner as Brandes.

Brandes Investment Partners, LLC is a U.S. registered investment
adviser. Located in San Diego, Brandes managed in excess of $45
billion on behalf of institutional and individual investors, as
of March 31, 2003.

                         *     *     *

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

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


EL PASO: Comments on Shareholder Support for Director Nominees
--------------------------------------------------------------
El Paso Corporation (NYSE: EP) commented on the public
declaration of support for its Director Nominees by Brandes
Investment Partners, LLC, El Paso's third largest shareholder
whose clients own 6 percent of its shares.

Ronald L. Kuehn, Jr., chairman and chief executive officer of El
Paso said, "We are gratified by this public statement of support
by Brandes.  We believe they recognize the steady progress that
this Board and management have made.  El Paso has achieved many
of the important goals of our 2003 operational and financial
plan, and we continue to take further actions to enhance the
value of the company."

El Paso also noted that, although Brandes is an Institutional
Shareholder Services' (ISS) client, it did not follow ISS'
recommendation.  As Brandes said in its release:

     "Brandes considered Institutional Shareholder Services'
      (ISS) opposition to current management's proposal.
      Brandes recognizes the value of ISS research and, in many
      cases, has concurred with its recommendations.  In this
      case, however, Brandes believes support of current
      management is in the best interests of its clients."

El Paso believes that ISS clients should focus on the implicit
threat by the Zilkha/Wyatt slate to derail El Paso's California
settlement as well as Zilkha/Wyatt's recently announced
"business plan," which the company believes is uninformed and
unworkable.

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

                       *     *     *

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

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


EL PASO: Zilkha Proposes, Solicits Support for Directorial Slate
----------------------------------------------------------------
Selim K. Zilkha, one of the largest shareholders of El Paso
Corporation (NYSE: EP), announced he has sent a letter to his
fellow El Paso shareholders, urging them to support the election
of his world class nominees, who he believes are better
qualified than the incumbent board to lead El Paso out of its
current difficulties, by signing, dating and returning the BLUE
proxy card.

In the letter, he states that if "El Paso management's slate is
re-elected, there is significant risk that without the steady
pressure [he and his nominees] have been applying, [El Paso's
management] would revert to their old ways" -- a risk that El
Paso's shareholders simply can't afford. He also noted that the
incumbents, "lacking a clear vision for El Paso's future, are
resorting to mud-slinging -- by challenging the impeccable
record of Stephen D. Chesebro', [the nominees'] choice to be El
Paso's next CEO, and by attacking Oscar S. Wyatt, Jr., a major
shareholder who is not seeking to hold office or serve on the El
Paso board."

    The complete letter follows:

    June 6, 2003

    Dear Fellow El Paso Shareholder:

    The El Paso annual meeting is now just days away.  At that
    time, you will be deciding the future of our company.  We
    believe the disastrous track record of the incumbent board
    makes it clear that El Paso's management nominees for the
    Board of Directors have not earned your trust.  When you
    compare the extensive energy industry experience,
    credibility and commitment of our nominees, we believe you
    will agree that it is unacceptably risky to give the
    incumbent directors another chance.  I urge you to act now
    to protect your investment in El Paso by signing, dating
    and returning the BLUE proxy card today.  Do not for any
    reason return the white card.

    LEADING INDEPENDENT ADVISOR RECOMMENDS VOTING THE BLUE CARD

    In making your decision, you should be aware that
    Institutional Shareholder Services ("ISS"), the world's
    leading voting advisory service, has recommended that its
    subscribers not vote for the incumbent board, saying that
    the changes needed to turn El Paso around can be
    accomplished only by replacing the entire incumbent board.
    To quote from the endorsement, "A 'clean slate' with a fresh
    start, unencumbered by the legacy of past mistakes, can help
    move the company forward...."

    The AFL-CIO also publicly announced in a June 4, 2003 press
    release its support of our nominees, advising pension fund
    managers that invest on behalf of their members to vote
    their shares for the Zilkha slate, stating its conclusion
    that the Zilkha nominees "are better qualified to restore
    long-term value to the company and its shareholders than the
    nominees proposed by management.  In particular, we believe
    that the [Zilkha] nominees have the industry experience
    necessary to restore growth and profitability to the
    company's struggling business, and the credibility
    and integrity required to re-establish investor, regulatory,
    worker and public confidence."

    And other independent observers have made similar comments.
    For example:

    "El Paso has been mismanaged through the gross incompetence
    of the current board of directors and executive management
    ... This action [taking the initiative to replace the
    incumbent board by a new board] has been a long time
    coming."

     Karl Miller on the initiation of this proxy solicitation by
     Mr. Zilkha as quoted in The Street.com, El Paso Holder
     Takes Run at Board, February 18, 2003, by Melissa Davis.

    RE-ELECTING THE INCUMBENT BOARD IS TOO RISKY

    If El Paso management's slate is re-elected, there is
    significant risk that without the steady pressure we have
    been applying, they would revert to their old ways.  El
    Paso's shareholders can't afford that risk!

    " ... one could get the sense that long-term planning [under
    the current management] was entirely lacking.  As the
    [Zilkha nominees] pointed out in their call today, the
    approximate $1 billion in debt financing the Trinity
    River assets has been refinanced 3 times in the last year
    (twice since February) generating fees in excess of $120
    million.  This does seem like the kind of mistake that good
    long term planning could avoid."

     John D. Edwards, CFA in a Deutsche Bank Securities Inc
     research report on June 5, 2003.

    Only by instituting fundamental change, and installing a new
    corporate culture that is responsive to the shareholders,
    can El Paso hope to achieve a turn-around.

    THE ZILKHA SLATE HAS CREDIBILITY AND VISION FOR THE FUTURE

    In sharp contrast to the incumbent board, our slate has the
    credibility and vision that El Paso needs.

    Again, to quote ISS:

    "The [Zilkha] nominees will be unencumbered by the legacy of
    past mistakes, which may prove useful in settling remaining
    litigation issues and regaining access to capital markets."

    Finally, we also note that as the limitations of the
    incumbent slate have become more evident, the tone of their
    attacks on our slate has become increasingly personal in a
    desperate attempt to deflect your attention from the real
    issues.  We believe that the incumbents, lacking a clear
    vision for El Paso's future, are resorting to mud-slinging -
    - by challenging the impeccable record of Stephen D.
    Chesebro', our choice to be El Paso's next CEO, and by
    attacking Oscar S. Wyatt, Jr., a major shareholder who is
    not seeking to hold office or serve on the El Paso board.
    Mr. Chesebro' has more than 39 years of experience in the
    energy industry, including serving as Chairman and CEO of
    Tenneco Energy; President and COO of Pennzoil Company; and
    President and CEO of PennzEnergy.  These cheap shots are
    based on blatant misrepresentations and have been dismissed
    by ISS and others, who have chosen instead to focus on what
    really matters -- which group is better equipped to lead El
    Paso out of its current difficulties -- and have concluded
    that the right group is the Zilkha group.

    I urge you to study the superior qualifications of our
    slate, which are more fully described in the proxy statement
    previously sent to you and on our website at
    http://www.saveelpasonow.com. I think you will agree that
    the best way to protect your investment in El Paso is by
    signing, dating and returning the BLUE proxy card today.

    If you have any questions, or need assistance in voting your
    shares, please call our proxy solicitor, Innisfree M&A
    Incorporated toll-free at (877)750-5837.

    Thank you for your continued support,

    Selim K. Zilkha


ENRON CORP: Court Approves Robbye Waldron as Enron Wind Trustee
---------------------------------------------------------------
Enron Wind Systems, LLC, Enron Wind Development LLC and Enron
Wind LLC sought and obtained Court approval to appoint Robbye R.
Waldron as the Managing Trustee of the Wind Systems Trust and
Wind Development Trust.

The Trusts were established to liquidate the Trust Assets and
utilizing the liquidation proceeds, together with all of the
income of the Trusts, to discharge the Wind Debtors' legal
obligations to their non-electric utility creditors.

The Wind Debtors recommended that Mr. Waldron is qualified to
become the Managing Trustee because he, a shareholder of Waldron
& Schneider LLP, currently serves as a Chapter 7 panel trustee
in the Southern District of Texas - Houston Division.  Moreover,
Mr. Waldron has experience as a receiver and trustee in
liquidation proceedings. (Enron Bankruptcy News, Issue No. 68;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


ENRON: ECT Securities Ltd.'s Voluntary Chapter 11 Case Summary
--------------------------------------------------------------
Debtor: ECT Securities Limited Partnership
        1400 Smith Street
        Houston, TX 77002

Bankruptcy Case No.: 03-13644

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

Chapter 11 Petition Date: June 5, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

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

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $50,000 to $100,000


ENRON: ECT Securities LP's Voluntary Chapter 11 Case Summary
------------------------------------------------------------
Debtor: ECT Securities LP Corp.
        1400 Smith Street
        Houston, Texas 77002

Bankruptcy Case No.: 03-13647

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

Chapter 11 Petition Date: June 5, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

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

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $10 Million to $50 Million


ENRON: ECT Securities GP's Voluntary Chapter 11 Case Summary
------------------------------------------------------------
Debtor: ECT Securities GP Corp.
        1400 Smith Street
        Houston, Texas 77002

Bankruptcy Case No.: 03-13649

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

Chapter 11 Petition Date: June 5, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

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

Estimated Assets: $0 to $50,000

Estimated Debts: $0 to $50,000


FEDERAL-MOGUL: Seeks OK for Amended Corporate Headquarters Lease
----------------------------------------------------------------
Federal-Mogul Corporation and its debtor-affiliates want to
enter into amended and restated real estate property leases and
certainly ancillary agreements relating to their corporate
headquarters in Southfield, Michigan.

Under the amended and restated leases, the Debtors will remain
in the Headquarters Facility for an extended period and reduce
the costs of their rental obligations by $38,500,000 through
2015.

The Southfield Headquarters is compromised of four different
buildings housed within two adjoining structures.  The Debtors
occupy the older portion of the Headquarters under a series of
leases with Northwestern Associates Limited Partnership.  They
occupy the newer section pursuant to a series of leases with
Federal Southfield Limited Partnership.  The Federal wing
contains three separate adjoining building units.

The Debtors own the land under and around the both wings.
Pursuant to separate ground lease agreements, the Debtors lease
the land to both Northwestern and Federal.  The Debtors grant
both Northwestern and Federal a mortgage lien on the land
underneath and adjoining each wing to secure their obligations
under the building leases.

In the past, the Debtors have sought the rejection of all the
Northwestern and Federal leases.  But neither proposal was taken
up for hearing before the Court.

The Debtors have previously resolved to relocate their corporate
headquarters to reduce expenses.  They went to as far as
investigating and obtaining proposals from at least a dozen
possible new locations for their headquarters.  But at the same
time, the Debtors continued negotiating with Northwestern and
Federal for more amiable lease terms at the existing
Headquarters Facility.

Ultimately, the Debtors and their landlords were able to arrive
at an agreement based on the existing structure of their lease
and financing arrangements that called for less than one-half
the annual rent payments currently being made under the present
leases.  The Debtors will also continue to lease the
Headquarters Facility from the landlords through January 31,
2015 with options to extend the lease for up to three successive
five-year periods, through January 31, 2030.

Under the present leases, the Debtors will pay $6,600,000 in
aggregate rent per annum.  This amount will drop to $5,300,000
per annum in mid-2007 and drop further to $4,600,000 every year
beyond January 2008.  With the Amended and Restated Leases, the
Debtors' aggregate annual rent obligations will be $2,400,000
through 2015.  Thereafter, if they exercise the option to remain
the Facility, the Debtors' rent obligations during any extension
period will be $95% of the fair market rental value of the
Headquarters Facility.  The fair market value will be determined
by an independent appraiser mutually selected by the Debtors and
the landlords.   The Debtors will also have one year of free
rent -- beginning February 1, 2003 -- and certain other
concessions.

Other minor considerations under the Amended and Restated Leases
include a provision that allows the Debtors to sublease up to
40% of the Headquarters Facility absent the landlords' consent.
The Debtors may sublease additional portions but with the
landlords' consent.  The Amended Leases also allow the landlords
to purchase the Debtors' interest in the land underneath the
Headquarters Facility.  The purchase price for the land will be
equal to the net present value -- discounted at 9.5% -- of the
annual ground lease rent, which is $130,000, times the number of
years remaining until the expiration of the ground leases at the
time the landlords exercise the option.

Based on these considerations, the Debtors believe that
remaining in the Headquarters under the terms of the Amended and
Restated Leases affords them with the best combination of
facility, location and price. (Federal-Mogul Bankruptcy News,
Issue No. 37; Bankruptcy Creditors' Service, Inc., 609/392-0900)


FINLAY ENTERPRISES: Ratings Affirmed & Outlook Revised to Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Finlay
Enterprises Inc., and its wholly owned subsidiary, Finlay Fine
Jewelry Corp., to stable from negative.

At the same time, Standard & Poor's affirmed its 'BB-' corporate
credit ratings on Finlay Enterprises and Finlay Fine Jewelry.
Finlay had about $260 million debt outstanding as of May 3,
2003.

"The outlook revision reflects Finlay's relatively stable
operating performance amid a challenging retail environment, and
Standard & Poor's expectations that this level of operating
performance will continue because of good inventory and cost
control," stated Standard & Poor's credit analyst Ana Lai.

Despite a challenging retail environment, Finlay achieved
relatively stable operating results in 2002 and the first
quarter of 2003. Same-store sales increased 0.1% in 2002 and
declined 0.6% in the first quarter of 2003, reflecting slow mall
traffic and intense promotion. Despite flat sales, operating
margins were well maintained at about 9% during these periods
because of effective inventory and cost control. Finlay has been
successful in managing its inventory, mitigating markdown risk.
The company's inventory declined 13% in 2002 and 2% in the first
quarter of 2003 compared to sales decline of 2.3% and 1% during
these periods.

The retail environment remains challenging in 2003, however, and
Finlay is still susceptible to weak mall traffic and consumer
spending. Nevertheless, Finlay has generally outperformed its
host stores with better same-store sales trends over the last
few quarters.

As the largest operator of licensed jewelry departments in
department stores, Finlay enjoys good purchasing power and
economies of scale. Key to the company's success is its highly
interactive partnership with its vendors, who participate in
merchandising and stock-level decisions for Finlay's more than
1,000 units. Still, the company's business profile reflects the
economically sensitive nature of jewelry retailing industry
and broad competition from other jewelry retailers.

Finlay's liquidity is adequate for the rating. Liquidity is
provided by cash flow from operations and availability under its
revolving credit facility. As of May 3, 2003, the company had
about $36 million outstanding under its revolving credit
facility. Finlay mainly utilizes it revolving credit facility to
fund its seasonal working capital needs, which typically peak
during the third quarter.

Finlay Enterprises Inc.'s 9.000% bonds due 2008 (FNLY08USR2),
debtTraders says, are trading at 88 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=FNLY08USR2
for real-time bond pricing.


FLEMING COS: Court Allows BMC's Retention as Noticing Agent
-----------------------------------------------------------
Fleming Companies, Inc., and its debtor-affiliates sought and
obtained the Court's permission to employ Bankruptcy Management
Corporation as their notice, claims, and balloting agent.

BMC will provide these services to the Debtors:

  (a) prepare and serve the required notices in these Chapter 11
      cases;

  (b) after the mailing of a particular notice, file with the
      Clerk's  Office a certificate or affidavit of service that
      includes a copy of the notice involved, an alphabetical
      listing of persons to whom the notice was mailed and the
      date and manner of mailing;

  (c) prepare the Schedules of Assets and Liabilities and
      Statements of Financial Affairs;

  (d) receive and record proofs of claims and proofs of
      interests filed;

  (e) create and maintain an official claims registers;

  (f) implement necessary security measures to ensure the
      completeness and integrity of the claims registers;

  (g) transmit to the Clerk's Office a copy of the claims
      registers upon request and at agreed upon intervals;

  (h) act as balloting agent which will include, without
      limitation, these services:

       (i) print ballots including the printing of creditor and
           shareholder specific ballots;

      (ii) prepare voting reports by plan class, creditor or
           shareholder specific ballots;

     (iii) coordinate the mailing of ballots, disclosure
           statement and plan of reorganization or other
           appropriate materials to all voting and non-voting
           parties and provide affidavit of service;

      (iv) establish a toll-free "800" number to receive
           questions regarding voting on the plan; and

       (v) receive and record ballots, inspect ballots for
           conformity to the voting procedures, date stamp and
           number ballots consecutively and tabulate and certify
           the results;

  (i) maintain an up-to-date mailing list of all entities that
      have filed a proof of claims or proof of interest and make
      the list available upon request of an interested party or
      the Clerk's Office;

  (j) provide access to the public for examination of copies of
      the proofs of claim or interest without charge during
      regular business hours;

  (k) record all transfers of claims pursuant to Rule 3001(e) of
      the Federal Rules of Bankruptcy Procedure and provide
      notice of the transfers;

  (l) comply with the applicable federal, state, municipal, and
      local statutes, ordinances, rules, regulations, orders and
      other requirements;

  (m) provide temporary employees to process claims, as
      necessary;

  (n) promptly comply with further conditions and requirements
      as the Clerk's Office or the Court may at any time
      prescribe; and

  (o) perform other administrative, technical and support
      services related to noticing, claims, docketing,
      solicitation and distribution as the Debtors or the
      Clerk's Office may request.

In addition, BMC will provide the Debtors with claims management
consulting and computer services.  The Debtors may also use BMC
to provide training and consulting support necessary to enable
them to effectively manage and reconcile claims.

The Debtors will compensate BMC's professionals in accordance
with the firm's customary hourly rates:

            Principals             $200 - $275 per hour
            Consultants             $95 - $200 per hour
            Case support            $75 - $150 per hour
            Technology support     $125 - $175 per hour
            Information services    $40 -  $75 per hour

The Debtors will also pay for the cost of the document
management services, print mail and noticing services, claims
management, report processing, balloting and distribution, and
BMC's case management tools, b-Linx and b-Worx. (Fleming
Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


FLEMING COMPANIES: Obtains Approval for Sale of 40 Retail Stores
----------------------------------------------------------------
Fleming Companies, Inc. announced that the U.S. Bankruptcy Court
in Wilmington, Delaware approved agreements to sell 40 company-
owned retail stores.

The Bankruptcy Court approved the sale of 31 of the Minnesota-
based Rainbow Foods stores to Roundy's, Inc. for approximately
$84 million in cash, inclusive of inventory estimated at
approximately $40 million. Roundy's is also expected to assume
long-term capital leases for the stores. The Court approved the
sale of six California-based Food4Less stores to Save Mart
Supermarkets for approximately $27 million in cash, inclusive of
inventory estimated at approximately $5 million. Save Mart is
also expected to assume long-term capital leases for the stores.
The Court also approved the sale of three California-based
Food4Less stores to Kroger Supermarkets for approximately $7.4
million in cash, inclusive of inventory estimated at
approximately $2.4 million. Kroger is also expected to assume
long-term capital leases for the stores.

In each case, the buyers have agreed to hire substantially all
of the current store associates. The three transactions are
expected to be completed by the end of June, 2003.

The sale of these assets is consistent with Fleming's previously
announced strategy to ensure that the company maximizes the
value of its assets and its business through the Chapter 11
process.

"It is gratifying that the sale of these stores will allow for a
continued supermarket presence in each neighborhood, as a
shopping destination and community employer," said Pete
Willmott, Interim President and Chief Executive Officer. "The
additional funds received from these divestitures should allow
us to improve our in-stock position at our divisions, which we
can use to enhance fill rates for retail customers."

Fleming Companies, Inc. and its operating subsidiaries filed
voluntary petitions for reorganization under Chapter 11 of the
U.S. Bankruptcy Code on April 1, 2003. The filings were made in
the U.S. Bankruptcy Court in Wilmington, Delaware. The case has
been assigned to the Honorable Judge Mary F. Walrath under case
number 03-10945 (MFW) (Jointly Administered). Fleming's court
filings are available via the court's Web site, at
http://www.deb.uscourts.gov

                       About Fleming

Fleming (OTC Pink Sheets: FLMIQ) supplies consumer package goods
to independent supermarkets, convenience-oriented retailers and
other retail formats around the country. To learn more about
Fleming, visit http://www.fleming.com


FORD MOTOR: Newsweek Features William Ford, Jr. as Reluctant CEO
----------------------------------------------------------------
In a series of remarkably candid interviews with Newsweek,
William Clay Ford Jr., the 46-year-old CEO of Ford Motor Co.,
says "I sometimes hit overload. I just don't know how much more
I can handle ... I feel like things are coming at me from every
possible angle and I'm not sure I'm doing a good-enough job."
Detroit Bureau Chief Keith Naughton profiles Ford, who reveals
himself as the reluctant CEO, with misgivings about the toll his
job is taking on his time, his hobbies and even his passions
outside work. The story appears in the June 16 issue of Newsweek
(on newsstands Monday, June 9).

Naughton reports that Ford is in crisis, having lost $6.4
billion in the past two years. The Firestone debacle tarnished
Ford's crown jewel, the Explorer, and sent sales skidding. And
then the economy's post-9-11 swoon set off a price war that
ravaged Ford's profits. Now the burden is on the young scion to
fix Ford and drive the dynasty into its second century. This
week he'll play host to 100,000 people at a bash at
headquarters. But privately, Ford is not celebrating his role as
CEO of the nation's fourth largest company. Still, as the fourth
generation of his clan to lead the automaker, Naughton writes
that Ford accepts his responsibility to carry on the family
tradition. "I can't fail," Ford says. "That's just not an
option." A family member has run Ford for 80 of its 100 years.
"I feel like I'm carrying the weight of the legacy," he says
wearily, "and the hope of the future."

Naughton writes that when Ford became chairman five years ago,
his company was riding high and he planned to leave the heavy
lifting to hard-charging CEO Jacques Nasser. Ford, a self-
described "industrial environmentalist," planned to devote
himself to creating the world's greenest automaker. But then the
Firestone-tire recall spun out of control and Ford fired Nasser
in October 2001. Ford views the day he became CEO as his "low
point," adding: "I never wanted to become CEO that way." Since
then, he's cut 35,000 jobs, closed factories and watched Ford's
stock drop to an 11-year low. Naughton reports that it's an
uphill battle convincing Wall Street he can deliver on his bold
pledge to earn $7 billion in operating profits by mid-decade.
But he's gaining traction with new models like a luxe F-150
pickup coming this summer and an edgy Mustang arriving next
year. "He's very capable of running the place," says his old pal
Peter Pestillo, CEO of car-parts maker Visteon. "The problem is
that he's got a job that he doesn't want."

When he's feeling overwhelmed by his burdens, Ford often doesn't
know where to turn, Naughton reports. "There's nobody to talk
to," he says. "People come in here and dump their problems. I
have nowhere to dump my problems." Sometimes, he'll seek "the
wisdom of years" from his 78-year-old father, William Clay Ford
Sr., a former company vice chairman. "He's going through a rough
time," says Charlotte Ford, daughter of Henry Ford II, who ruled
the company for four decades until his death in 1987. "My father
always used to say it was lonely at the top."

Ford tells Naughton it's loneliest when he's trying to fall
asleep. "It's hard for me to get my mind off work when I'm quiet
and alone at home," he says. He's tried Tylenol P.M., herbal
remedies, calcium supplements and the spiritual writings of
Buddhist philosopher Jack Kornfield (a recent favorite: "After
the Ecstasy, the Laundry"). But still he wakes up in the middle
of the night and scribbles to-do lists on a pad next to his bed.
On weekends he does yoga. But he's had to give up fly-fishing,
hockey and tae kwon do. "Everything is gone," he says, "except
my family and Ford." Ford also describes how he feels that he
lost his privacy since appearing in Ford's TV ads last year.
"I'll be out with one of my children for lunch and all of a
sudden people come and butt in," he says. "Everybody's a car
expert and everybody's a football expert."

Naughton alludes to the appeal of early retirement from Ford.
"It would be hard for me to sustain this level of intensity for
20 years," Ford allows. "Someday, if I'm not in this job, I
imagine myself... spending a lot of time, energy and expertise
on humanitarian kinds of things." Naughton writes that Ford gets
worked up about soup kitchens and humanitarian groups. "That
would really get me up every morning very, very excited," he
enthuses. But then he pulls himself back to family obligations.
"This is all I allow myself the luxury of thinking about now,"
he says. Finally he sums up his current career goal. "I look
forward to the day," he says, "when I can answer 'yes,' when
somebody asks me if I'm having fun."

                 Credit Default Swap Pricing

As previously related in the Troubled Company Reporter on
March 17, 2003, the annual premium to insure $10 million of
receivables owed by Ford Motor Credit Co. against default for a
five-year term spiked at $540,000 that week.  Today, data
available via Bloomberg shows, the annual payment under a five-
year credit-default swap contract runs about $325,000.  By
comparison, the cost of identical protection runs $245,000 per
year for General Motors debt and $35,000 per year for BMW
obligations.


GEMSTAR-TV: Corporate Credit Rating Slides Down a Notch to BB-
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and bank loan ratings on Gemstar-TV Guide International Inc. to
'BB-' from 'BB' due to escalating business risk, potential
management instability, and revenue recognition policy concerns.

At the same time, Standard & Poor's removed the ratings from
CreditWatch where they were placed on Aug. 15, 2002. The outlook
is stable. Hollywood, California-based TV programming guide
company Gemstar had about $233.2 million of debt outstanding on
March 31, 2003.

"The rating action reflects erosion of the company's competitive
profile, especially at TV Guide magazine; slow progress gaining
distribution of its interactive programming guide (IPG); and
Standard & Poor's insufficient confidence that previous levels
of margins and cash flow generation will soon be restored," said
Standard & Poor's credit analyst Andy Liu. While a more product-
and customer-oriented approach could improve overall results,
current revenue and cash flow levels are lower as a result of
patent litigation setbacks. Separately, a new president for the
TV Guide magazine has been installed, who is undertaking
important advertising and circulation initiatives. In the long
term, the company will need convincing redevelopment of its
editorial product. Although the magazine's circulation has been
stable at around 9 million, paid circulation has been declining
resulting in lower margins and cash flow. Additional investment
and the September re-launch of the magazine could help curb
circulation loss, but the long-term challenge of growing
circulation remains, especially with the proliferation of
alternative TV programming listings and reviews.

Gemstar recently settled anti-trust charges filed by the U.S.
Department of Justice, relating to the TV Guide merger, for a
modest sum. Separately, a NASDAQ panel has determined that the
company met its regulatory filing requirements and will be able
to continue its listing on the stock exchange.  However, the
SEC's formal investigation is ongoing and remains of concern.

The company's EBITDA margin has been declining, mirroring TV
Guide magazine's paid circulation and SuperStar Netlink usage.
Pressure on margins is expected to continue until either
circulation at the magazine stabilizes or the company's IPG
gains wider distribution. Standard & Poor's regards the
company's financial cushion as essential in light of the
company's elevated business risk.


GENTEK INC: U.S. Trustee Appoints Unsecured Creditors' Committee
----------------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
appoints two representatives of the personal injury tort
claimants -- Jean McWilliams and Tony Newman -- to the Official
Committee of Unsecured Creditors for GenTek Inc.'s Chapter 11
cases:

           Prudential Investment Management, Inc.
           Gateway Center Four
           100 Mulberry Street
           7th Floor
           Newark, New Jersey 07102
           Attn: Paul H. Procyk
           Tel: 973-367-3279, Fax: 973-802-2333

           Muzinich & Co.
           450 Park Avenue
           18th Floor
           New York, New York 10022
           Attn: Brian Clapp
           Tel: 212-888-1580, Fax: 212-888-4368

           Ingalls & Snyder Value Partners, L.P.
           61 Broadway
           New York, New York 10006
           Attn: Thomas G. Boucher, Jr.
           Tel: 212-269-7897, Fax: 212-269-4177

           Ralph M. Passino
           15 Jonathan Smith Road
           Morristown, New Jersey 07960
           Tel: 973-886-9190

           Alcoa, Inc.
           8550 West Bryn Mawr
           10th Floor
           Chicago, Illinois 60631
           Attn: Leonard L. Rettinger, Jr.
           Tel: 773-380-7077, Fax: 773-380-7081

           Universal Bearings, Inc.
           431 North Birkey Drive
           Bremen, Indiana 46506
           Attn: David C. Ketcham
           Tel: 574-546-2261, Ext: 204, Fax: 574-546-5085

           Law Debenture Trust Company of New York
           767 3rd Avenue
           31st Floor
           New York, New York 10017
           Attn: Daniel R. Fischer, Esq., Sr. Vice President
           Tel: 212-750-6474, Fax: 212-750-1361

           Mr. Jean McWilliams
           127 Corvina Drive
           Davenport, Florida 33897

           Mr. Tony Newman
           1153 Rumrill Blvd.
           San Pablo, California 94806 (GenTek Bankruptcy News,
           Issue No. 14; Bankruptcy Creditors' Service, Inc.,
           609/392-0900)


GEORGIA-PACIFIC: Completes Employee Stock Exchange Program
----------------------------------------------------------
Georgia-Pacific Corp. (NYSE: GP) announced the successful
completion of its exchange program for employee stock options
and stock appreciation rights (SARs).  The exchange program
expired at midnight, June 4.

Georgia-Pacific has accepted options to purchase approximately
9,080,000 shares of common stock, and granted approximately
3,360,000 restricted shares of common stock in exchange.  In
addition, Georgia-Pacific accepted approximately 3,280,000 SARs
for exchange and granted approximately 2,640,000 replacement
SARs in exchange.  The grants of restricted stock and
replacement SARs were effective June 5.  Employees tendered
approximately 86 percent of the options and SARs eligible to be
exchanged under the program.

The exchange program, approved by shareholders May 6, was open
to eligible options and SARs held by certain employees.
Georgia-Pacific's board of directors, chief executive officer,
and 10 other members of its executive management team were not
eligible to participate in the program.

The terms and conditions of the exchange program are set forth
in a Schedule TO on file with the Securities and Exchange
Commission.

Headquartered at Atlanta, Georgia-Pacific is one of the world's
leading manufacturers of tissue, packaging, paper, building
products, pulp and related chemicals.  With 2002 annual sales of
more than $23 billion, the company employs approximately 61,000
people at 400 locations in North America and Europe.  Its
familiar consumer tissue brands include Quilted Northern(R),
Angel Soft(R), Brawny(R), Sparkle(R), Soft 'n Gentle(R), Mardi
Gras(R), So-Dri(R), Green Forest(R) and Vanity Fair(R), as well
as the Dixie(R) brand of disposable cups, plates and cutlery.
Georgia-Pacific's building products distribution segment has
long been among the nation's leading wholesale suppliers of
building products to lumber and building materials dealers and
large do-it-yourself warehouse retailers.  For more information,
visit http://www.gp.com

                            *   *   *

As reported in the Troubled Company Reporter's May 29, 2003
edition, Standard & Poor's Ratings Services assigned its 'BB+'
senior unsecured debt rating to Georgia-Pacific Corp.'s $350
million senior notes due 2008 and $150 million senior notes due
2014.

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


GLOBAL CROSSING: Court Gives Clearance to Bitro Settlement Pact
---------------------------------------------------------------
Prior to the Petition Date, Bitro Telecommunications
Incorporated agreed to purchase network transport and other
telecommunication services from Global Crossing Bandwidth, Inc.
formerly known as Frontier Communications of the West, Inc.,
pursuant to a certain Carrier Services Agreement, by and among
Bitro and GX Bandwidth, dated as of August 25, 1999.

On April 30, 2001, GX Bandwidth filed a complaint in the
Superior Court of the State of California for the County of
Santa Barbara against Bitro for breach of the Carrier Services
Agreement.  GX Bandwith asserted $1,790,747.08 in damages on
account of Bitro's payment defaults under the Carrier Services
Agreement.  On September 4, 2001, Bitro filed a cross-complaint
in the California Superior Court against GX Bandwidth for breach
of contract, fraud, negligent misrepresentation, interference
with economic advantage, and unfair competition.

To avoid the costs and uncertainty of litigation, the Debtors
entered into settlement discussions with Bitro to resolve the
litigation.  After arm's-length negotiations, GX Bandwidth and
Bitro agreed to the terms of a settlement dated as of
June 13, 2002.  The Stipulation provides for:

    (i) certain payments by Bitro to the Debtors;

   (ii) the dismissal of the First Amended Cross-Complaint after
        the Court's approval of the Stipulation;

  (iii) the dismissal of the Complaint once all amounts pursuant
        to the Stipulation have been paid by Bitro to the
        Debtors; and

   (iv) mutual releases.

The Court approved the Stipulation.

The salient terms of the Stipulation are:

  A. The parties agree that Judgment will be entered against
     Bitro amounting to $1,000,000 unless Bitro makes certain
     payments pursuant to the terms of the Stipulation;

  B. Bitro will pay the Debtors $100,000 without further delay
     and $400,000 no later than three months after the First
     Payment;

  C. Bitro may elect to make the Second Payment over time
     under a payment plan.  Pursuant to the Payment Plan, Bitro
     will pay the Debtors:

         (i) $15,000 per month for the first 12 months following
             approval of the Stipulation;

        (ii) $26,000 per month for the next 17 months; and

       (iii) $28,000 for the last month.

     Under the Payment Plan, Bitro would make payments totaling
     $750,000, whereas Bitro would make payments totaling
     $500,000 if it elects to make the Second Payment as a
     lump-sum;

  D. Bitro may prepay amounts owed under the Payment Plan by
     making a lump-sum payment and will receive a credit for the
     lump-sum payment in accordance with a formula set forth in
     the Stipulation;

  E. The parties agree that the First Amended Cross-Complaint
     will be dismissed, with prejudice, after the Court's
     approval of the Stipulation;

  F. The parties agree that the Complaint will be dismissed,
     with prejudice, once all amounts due pursuant to the
     Stipulation have been paid to the Debtors; and

  G. The parties agree to release, discharge and acquit each
     other from all claims and causes of action asserted in the
     Complaint, the First Amended Cross-Complaint, and all
     claims arising out of the subject matters contained in the
     lawsuit. (Global Crossing Bankruptcy News, Issue No. 41;
     Bankruptcy Creditors' Service, Inc., 609/392-0900)


HARBISON-WALKER: Court To Conduct Asbestos Hearing on July 21
-------------------------------------------------------------
Halliburton (NYSE: HAL) updated the status of its proposed
global settlement and expected timing of the related chapter 11
filing by certain of its subsidiaries. Halliburton said that it
is continuing its due diligence review of current asbestos
claims to be included in its proposed global settlement.
Halliburton believes it has now received supporting information
for more than half of the currently outstanding claims, and it
has reviewed substantially all the information provided to date
with respect to the current claims.

Halliburton said that documentation providing evidence of
medical injury on claims reviewed to date should provide an
acceptable basis on which to proceed with the global settlement.
The quantity and quality of documentation providing evidence of
product identification, while not as complete or comprehensive,
has improved. If the claimants' attorneys continue to provide
documentation on a timely basis, Halliburton anticipates that
the due diligence review will be completed in July. While no
assurance can be given, if the current trends continue, and if
the new data are consistent with the recent quantity and quality
of data, Halliburton expects that the documentation will provide
an acceptable basis to proceed with the global settlement.

Included in the next steps to complete the global settlement are
agreement on the procedures for distribution of settlement funds
to individuals claiming personal injury and agreement on a plan
of reorganization for KBR and DII Industries and the related
disclosure statement. The completion of the trust distribution
procedures and the plan of reorganization and disclosure
statement incorporating and describing the plan and procedures
is taking more time than originally anticipated. The company
cannot predict the exact timing of the completion of these
steps, but Halliburton expects that these prerequisites to
making the chapter 11 filing will be completed on a timeline
that would allow the chapter 11 filing to be made during the
third quarter of 2003.

The Bankruptcy Court in the Harbison-Walker bankruptcy
proceeding will conduct a hearing on July 21, 2003 on whether to
extend the stay originally entered on February 14, 2002 that
stays more than 200,000 pending asbestos cases against DII
Industries. Halliburton will ask that the stay be extended to
allow time to complete the plan of reorganization and related
documents, to solicit acceptances to the plan of reorganization
and to make the chapter 11 filing. While Halliburton believes
that the stay will be extended beyond the date of the hearing,
no assurance can be given that the Asbestos Creditors Committee
in the Harbison-Walker proceeding will support the company's
request for an extension of the stay.

Halliburton further indicated that a number of other items are
conditions to the completion of the global settlement, and that
there can be no assurance that these conditions will be
satisfied. These include finalizing the terms of the notes to be
contributed to the trust to be established for the benefit of
asbestos and silica personal injury claimants, arrangements of
financing for the global settlement, Halliburton board approval,
obtaining affirmative votes to the plan of reorganization from
at least 75 percent of known present asbestos claimants and from
the requisite number of silica claimants needed to complete the
plan of reorganization, and obtaining final and non-appealable
bankruptcy court approval and federal district court
confirmation of the plan of reorganization.

In addition, Halliburton continues to track legislative
proposals for asbestos reform pending in Congress. In
determining whether to proceed with the global settlement,
Halliburton's board of directors will take into account the
current status of these legislative initiatives.

Halliburton, founded in 1919, is one of the world's largest
providers of products and services to the petroleum and energy
industries. The company serves its customers with a broad range
of products and services through its Energy Services Group and
Engineering and Construction Group business segments. The
company's World Wide Web site can be accessed at
http://www.halliburton.com


INTEGRATED HEALTH: Wants to Compromise & Settle with 7 Claimants
----------------------------------------------------------------
Integrated Health Services, Inc., and its debtor-affiliates want
Judge Walrath to approve settlement agreements with seven
Claimants settling 39 Claims pursuant to Section 105(a) of the
Bankruptcy Code and Rule 9019 of the Federal Rules of Bankruptcy
Procedure.

Alfred Villoch, III, Esq., at Young, Conaway, Stargatt & Taylor,
LLP, in Wilmington, Delaware, relates that the Debtors have made
a concerted effort to work amicably with the Claimants towards a
reconciliation and settlement of the allowed amount of each of
their Claims.  After reaching a determination as to the correct
Claim amount, the Debtors and each Claimant executed a letter
agreement, which memorialized the parties' settlement.

The Claims represent an aggregate liability to the Debtors'
estates equal to $2,273,047.12.  The aggregate settlement amount
of the 39 Claims pursuant to the Settlement Letters is
$2,119,082.61, thus resulting in a $154,723.75 savings to the
estates, without incurring the costs associated with prosecuting
a claim objection as to each of the 39 Claims.  More
importantly,
the settlements reclassify many of the claims from secured or
unsecured priority to non-priority, general unsecured claims,
resulting in a significant saving to the estates.

The settled claims include:

    A. Eagle Rock: On December 13, 2001, 57 Eagle Rock, L.P.
       filed claim no. 13507, a non-priority, general unsecured
       claim in part and administrative claim in part for
       $77,308.74 purporting to represent the Debtors' liability
       for rental arrearages due pursuant to that certain non-
       residential real property lease by and among the Debtors
       and Eagle Rock dated September 1, 1990.  On
       July 23, 2002, the Debtors filed their objection to the
       claim.  Pursuant to the Settlement Letter, Eagle Rock
       will have an allowed, non-priority, general unsecured
       claim for $72,000, thus saving the estates administrative
       priority claim totaling $6,067.98.

    B. Extend Care: On July 10, 2000, Extend Care filed claim
       no. 2793, an allegedly secured claim for $600,000, plus
       3% interest, purporting to represent the Debtors'
       liability resulting from the sale of a segment of the
       Debtors' business on March 4, 1999.  On October 19, 2001,
       the Debtors objected to the claim.  Pursuant to the
       Settlement Letter, Extend will have an allowed, non-
       priority general unsecured claim for $600,000, thus
       saving the estates a secured priority claim totaling
       $600,000.

    C. LETCO Distributors: On July 10, 2000, LETCO Distributors,
       Inc., filed claim no. 2322, a non-priority, general
       unsecured claim for $80,131.27 purporting to represent
       the Debtors' liability for goods sold to the Debtors on
       September 20, 1999.  On August 24, 2001, the Debtors
       objected to the claim.  Pursuant to the Settlement
       Letter, LETCO Distributors will have an allowed, non-
       priority, general unsecured claim for $58,664.27, thus
       saving the estates $21,467,00.

    D. LETCO Medical: On July 10, 2000, LETCO Medical, Inc.
       filed claim no. 2323, a non-priority, general unsecured
       claim for $71,783.78 purporting to represent the Debtors'
       liability for goods sold to the Debtors on various
       undisclosed dates. On August 24, 2001, the Debtors
       objected to the claim. Pursuant to the Settlement Letter,
       LETCO Medical will have an allowed, non-priority, general
       unsecured claim for $56,512.18, thus saving the estates
       $15,271.60.

    E. Medela: On August 28, 2000, Medela, Inc. filed claim
       nos. 9182 and 13169, which are non-priority, general
       unsecured claims for $61,567.68 and $7,461.68, purporting
       to represent the Debtors' liability for leased goods and
       goods sold to the Debtors.  On August 24, 2001, the
       Debtors filed their objection to the claim.  Pursuant to
       the Settlement Letter, Medela will have an allowed, non-
       priority, general unsecured claim for $52,931.02, thus
       saving the estates $16,098.34.

    F. Pacific Cylinders: From July 10, 2000 through
       December 13, 2001, Pacific Cylinders Corporation filed 32
       claims which include secured, unsecured priority and non-
       priority, general unsecured claims totaling $1,328,943.97
       purporting to represent the Debtors' liability for goods
       sold to the Debtors from during various prepetition
       dates.  Pursuant to the Settlement Letter, Pacific
       Cylinders will have an allowed, non-priority, general
       unsecured claim for $1,255,134.14, thus saving the
       estates $73,809.83 including amounts listed as secured
       and unsecured priority status.

    G. Zions Mesquite: On August 12, 2000, Zions Mesquite, LLC
       filed claim no. 7010, a non-priority, general unsecured
       claim for $45,850 purporting to represent the Debtors'
       liability for rent allegedly past due under an unexpired
       lease rejected on June 17, 2000.  On July 23, 2002, the
       Debtors objected to the Claim.  Pursuant to the
       Settlement Letter, Zions Mesquite will have an allowed,
       non-priority, general unsecured claim for $23,841, thus
       saving the estates $22,009.

The resolutions enable the Debtors to receive substantially all
of the relief, which they could have reasonably expected to
receive if formal objections had been filed as to each Claim and
if the objections had proceeded to trial, yet without the
necessity of spending what could only be an exorbitant amount of
money on litigation. (Integrated Health Bankruptcy News, Issue
No. 59; Bankruptcy Creditors' Service, Inc., 609/392-0900)


JAZZ PHOTO: Seeks Court Approval to Hire Eisner as Accountants
--------------------------------------------------------------
Jazz Photo Corp., asks the U.S. Bankruptcy Court for the
District of New Jersey for permission to employ Eisner, LLP as
its accountants.

The Debtor wants to employ Eisner as its accountants during its
chapter 11 proceedings to:

     a) audit the Debtor's books and records to prepare the
        Debtor's consolidated financial statements;

     b) prepare the Debtor's federal and state income tax
        returns; and

     c) provide accounting advice and analytical services with
        respect to reports required to be filed with the
        bankruptcy court i.e. filing schedules, statement of
        financial affairs, monthly operating reports, cash flow
        projections and the plan of reorganization.

Eisner has been auditing the Debtor's books and records since
1995 for the purpose of preparing the Debtor's consolidated
financial statements.  In addition, since 1995 Eisner has been
preparing the Debtor's federal and state income tax returns.
Eisner therefore is intimately familiar with the Debtor's
financial affairs and status and is in the best position to
render these services in an efficient and economical manner.

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

     Aaron S. Kaiser          Partner     $370 per hour
     David Ringer             Partner     $340 per hour
     Steven Riegler           Manager     $270 per hour
     accountants and other                $110 to $420 per hour
        professionals

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


KMART CORP: Wants Amended and Superseded Claims Disallowed
----------------------------------------------------------
Kmart Corporation and its debtor-affiliates have determined that
many claims evidenced by proofs of claim were subsequently
superseded by other Proofs of Claim filed by creditors with
respect to the same liabilities.  For instance, many amended
Proofs of Claim were filed to change an amount previously
claimed in an earlier Proof of Claim.  In other instances, a
Proof of Claim was filed to amend an amount scheduled for a
particular claim.  In both instances, the Amended Proofs of
Claim supersede the Original Proofs of Claim or the Scheduled
Amount.

The Debtors have identified eight Claims that are superseded by
other Proofs of Claim.  The Debtors propose to disallow and
expunge the Claims.  Nevertheless, for each Amended or
Superseded Claim, the affected Claimant will have Remaining
Claims in the claims register in the amount indicated.  However,
the Remaining Claims are not allowed claims, and remain subject
to further objections.

The Amended and Superseded Claims are of varied types:

             Secured                    $1,795,823
             Administrative                212,373
             Priority                   10,533,349
             Unsecured                 158,910,387
                                   ---------------
                Total                 $171,458,932
(Kmart Bankruptcy News, Issue No. 57; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


LD BRINKMAN: Creditors' Panel Employs Munsch Hardt as Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of L.D. Brinkman
Holdings, Inc.'s chapter 11 cases asks the U.S. Bankruptcy Court
for the Northern District of Texas to for permission to employ
and retain Munsch Hardt Kopf & Harr, PC as its Counsel.

The Committee selected Munsch Hardt as its attorneys because of
the firm's experience in, and knowledge of, business
reorganizations under Chapter 11 of the Bankruptcy Code. Munsch
Hardt is a full service, general business law firm with
expertise in all areas of commercial and business law, including
bankruptcy reorganizations and creditors' rights, corporate,
securities, tax, real estate and litigation.

Specifically, the Committee expects Munsch Hardt to:

     a. consult with the Committee concerning the administration
        of these cases;

     b. evaluate the extent, priority and validity of the liens
        asserted by the estate's numerous secured creditors;

     c. consult with, aid and advise the Committee with respect
        to the investigation of the acts, conduct, assets,
        liabilities and financial condition of the Debtors, the
        operations of the Debtors' businesses, and any other
        matter relevant to the cases or the formulation of a
        plan of reorganization;

     d. advise the Committee of its fiduciary duties and
        responsibilities to the unsecured creditor body;

     e. take such acts as are necessary to aid the Committee in
        preserving and protecting the assets of the Debtors'
        estates, to prepare on behalf of the Committee all
        necessary pleadings, reports, applications, answers,
        orders and other legal documents, including the review
        and, as necessary, the negotiation, drafting and filing
        of a plan or plans of reorganization, disclosure
        statement(s) and other related documents;

     f. evaluate and potentially pursue claims against
        appropriate parties;

     g. insure that all possible funds are recovered for the
        benefit of the estates from any and all avoidance
        actions;

     h. represent the Committee's interest in any hearings
        before the Court;

     i. review all applications, motions, pleadings, orders or
        other matters filed in the Debtors' cases;

     j. monitor actions taken, or proposed to be taken, by the
        Debtors in connection with the disposition and/or sale
        of property of the estates, the assumption and/or
        rejection of executory contracts, unexpired leases,
        and/or lease restructurings; and

     k. perform all such other legal services for the Committee
        which may be required or necessary.

Raymond J. Urbanik, Esq., a Munsch Hardt shareholder, says the
Firm will bill the Debtors' estates for legal services at
current hourly rates:

          shareholders           $245 to $425 per hour
          associates             $170 to $275 per hour
          paralegals             $100 to $195 per hour
          law clerks             $ 50 to $125 per hour

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.


LE NATURE'S INC: S&P Assigns Low-B Level Credit Ratings
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Latrobe, Pennsylvania-based Le Nature's Inc. At
the same time, Standard & Poor's assigned its 'B+' senior
secured debt rating to the company's proposed $100 million
senior secured revolving credit facility due 2008 and its 'B-'
subordinated debt rating to the company's proposed $150 million
senior subordinated notes due 2013.

The ratings are based on preliminary documentation and are
subject to review once final documentation is received. Proceeds
from the notes offering will be used to refinance the company's
existing indebtedness. The revolving credit facility will be
used for general corporate purposes.

The outlook is stable.

Standard & Poor's estimates that Le Nature's will have about
$171 million of total debt outstanding and about $21 million of
preferred stock at the closing of the transaction.

The senior secured debt is rated the same as the corporate
credit rating. The senior secured credit facility comprises a
$100 million, five-year revolving credit facility maturing in
2008, which includes a $5 million sublimit for letters of credit
and a $1 million sublimit for swing-line loans.

"The ratings on Le Nature's Inc. reflect its narrow product
focus, small size, customer concentration, and leveraged
financial profile," said Standard & Poor's credit analyst Nicole
Delz Lynch. "Somewhat offsetting these factors are the company's
strong EBITDA margins and participation in the water segment,
which is growing faster than other areas of the U.S. beverage
industry."

Le Nature's is a developer, producer, and marketer of naturally
flavored, fully pasteurized alternative beverages, including
flavored and unflavored bottled water, ready-to-drink kettle-
brewed iced teas, and vitamin and mineral fortified juice
drinks. Bottled water accounts for about 50% of sales, yet the
narrow product portfolio is somewhat offset by the company's
participation in the higher growth bottled water and non-
carbonated soft drink segments, which have been outpacing the
rest of the beverage industry. Still, with about $136 million of
sales in fiscal 2002, Le Nature's is a very small participant in
the $14.7 billion U.S. non-carbonated soft drink and $8.6
billion U.S. single serve bottled water segments. The total size
of the U.S. beverage industry is $85.7 billion.

Although Le Nature's predominantly serves the Northeast and Mid-
Atlantic regions of the U.S., the company is expanding into West
Coast markets. Customer concentration is also a rating concern
as the company's top three customers accounted for close to 40%
of its sales for the 12 months ended March 31, 2003. Although
there are many smaller participants in the industry, the bottled
water and non-carbonated soft drink markets are highly
competitive and dominated by large multi-segment beverage
companies, some of which have broader product portfolios,
greater financial resources, and greater geographic and customer
diversity than Le Nature's.


LES BOUTIQUES: Distributes Sale Proceeds to Unit's Creditors
------------------------------------------------------------
Les Boutiques San Francisco Incorporees announced that Boutiques
West Coast Incorporees, its 50.1% subsidiary, will not be making
a proposal to its creditors following the closing of the sale
announced last May 1, 2003 of the assets of the boutiques
operating under the "West Coast" banner to Boutique Tristan &
Iseut Inc. by the Subsidiary.  Proceeds of the sale of the "West
Coast" boutique assets to Boutique Tristan & Iseut Inc. will be
distributed to the creditors of the Subsidiary by the trustee
Richter & Partners Inc. as part of the bankruptcy.

Les Boutiques San Francisco Incorporees operates 137 stores in
Quebec, Ontario, British Columbia and Alberta under five banners
and targeting as many market segments.  The Corporation also
operates a chain of four Les Ailes de La Mode specialty
department stores.


LONGVIEW ALUMINUM: Gets Until July to Submit Reorganization Plan
----------------------------------------------------------------
Privately held Longview Aluminum said that it was granted until
the first week of July to submit its reorganization plan to the
U.S. court in Illinois that is overseeing its bankruptcy,
Reuters reported. Longview in March 2003 decided that filing for
chapter 11 bankruptcy protection and a reorganization would be
its best path to guarding its assets and restarting its idled
aluminum smelter in Longview, Wash. "We are working on the
reorganization plans now and when we present them to the court,
we will be talking about them publicly," said a Longview
Aluminum spokeswoman, reported the newswire.

A judge at the U.S. Bankruptcy Court for the Northeastern
District of Illinois, Eastern Division, has set the deadline for
July 2 for Longview to present its plan. The Longview smelter,
which has an annual production capacity of 204,000 metric tons
of metal, has been shut down since February 2001 when Longview
agreed to sell contracted power back to a federal marketing
agency amid a West Coast energy shortage, Reuters reported. (ABI
World, June 6, 2003)


MESA AIR GROUP: May 2003 Traffic Increases 31.6% Year-Over-Year
---------------------------------------------------------------
Mesa Air Group, Inc. (Nasdaq: MESA) reported its preliminary
traffic figures, on-time performance, and completion rate
figures for May 2003.  Year-over-year revenue passenger miles
increased 31.6% in May 2003 to 257,280 million, compared to
195,550 million in May 2002.  Total available seat miles
increased 26% in May 2003 to 395,452 million from 313,797
million in May 2002 and passengers carried increased 18.3% to
582,216 from 492,099 a year ago.  Load factor increased to 65.1%
in May 2003 versus 62.3% in May 2002, an increase of 2.8 points.
Mesa's controllable completion rate, which excludes weather-
related cancellations, was 97.33 in May.  Mesa Air Group's on-
time arrival performance for the month of May was 80.37%.

May Results                      May-03      May-02     Change

Revenue Passenger Miles (000)    257,280     195,550    31.6%

Available Seat Miles (000)       395,452     313,797    26%
Passengers Carried               582,216     492,099
18.3%
Load Factor                      65.1%       62.3%      +2.7 pts


Year-to-date Results             YTD 03      YTD 02     Change

Revenue Passenger Miles (000)    1,068,894   814,961    31.2%
Available Seat Miles (000)       1,763,224 1,437,772    22.6%
Passengers Carried               2,458,301 2,099,216    17.1%
Load Factor                      60.6%        56.7%     +3.9 pts


"Traffic growth remains strong as we continue to add more of the
larger 64- and 80-passenger regional jets.  We'd like to thank
all of our people for their tremendous energy and support," said
Jonathan Ornstein, Mesa's Chairman and Chief Executive Officer.

Mesa currently operates 131 aircraft with 980 daily system
departures to 153 cities, 37 states, the Bahamas, Canada and
Mexico.  It operates in the West and Midwest as America West
Express, the Midwest and East as US Airways Express, in Denver
as Frontier JetExpress, in Kansas City with Midwest Express
Airlines and in New Mexico as Mesa Airlines.  The Company, which
was founded in New Mexico in 1982, has approximately 3,300
employees.  Mesa is a member of the Regional Airline Association
and Regional Aviation Partners.


MESABA: Northwest Airlink Pilots Protest Management Tactics
-----------------------------------------------------------
Northwest Airlink pilots who fly for Mesaba Airlines and are
represented by the Air Line Pilots Association, International,
demonstrated against what pilots perceive to be management's bad
faith bargaining tactics at three major U.S. airports on Monday
morning, June 9. Uniformed pilots protest recent management
actions that provoked the pilots into suing Mesaba Airlines
earlier in the week for violating the federal law governing
labor negotiations in the airline industry. The pilot picketing
also coincides with two other milestones: negotiations entering
their third year and the anniversary of the amendable date of
the current contract.

"Mesaba management has recently reneged on previously agreed-to
elements of the contract and it is now seeking to revise its own
prior positions to be far less favorable to the pilots without
any costing justification," said Captain Tom Wychor, chairman of
the ALPA unit at Mesaba Airlines. "Pilots obviously view these
actions as yet another in a series of many stalling schemes that
management has employed throughout the course of our protracted
contract talks, clearly demonstrating to pilots that they have
no serious intention of reaching a new agreement."

Contributing to the frustration of the pilot group -- and
another basis for the pilot suit -- is their belief that Mesaba
management has been attempting to circumvent ALPA as the
exclusive bargaining agent for the pilots.

"Mesaba pilots are represented at the bargaining table by an
extremely competent negotiating committee that takes its
direction from a unified membership intent on attaining a fair
contract," Wychor said. "Management should not go around the
union and question individual pilots about contract
negotiations."

The current pilot contract, inked in 1996, was extended to 6
years as part of a concession package that granted Mesaba the
opportunity to obtain new regional jets from Northwest Airlines.
The growth bolstered profits to over $31 million in 2000, and
granted a cumulative savings to the company of $12 million.
Despite current industry woes, Mesaba continues to turn profits
and closed fiscal year 2003 on March 31 with a profit of $4.3
million

"Our pilots sacrificed pay and career progression for the
opportunity to be rewarded when our new contract was due last
year," Wychor said. "Instead, management has broken their
promises of rewards, bargained in bad faith and used threats
against job security to prevent the conclusion of a fair and
equitable agreement."

Last winter, Mesaba's parent company purchased Big Sky Airlines,
a small regional airline based in Montana that also code-shares
flights with Northwest. Although management claims that Big Sky
was purchased as a "growth vehicle" for the company, Big Sky has
lost more than $2 million since December. Despite attempts to
expand service in the Pacific and Intermountain West, Big Sky
had faced bankruptcy even before the purchase offer was made.

Mesaba's pilots have serious concerns about the financial losses
at Big Sky. "Mesaba's long time and loyal employees created the
profits that have made our Company strong," said Wychor. "Now
the savings from pilot concessions are being used to subsidize a
money-losing operation, while our pilots are being told to
accept cuts."

Despite the lackluster status of negotiations, which have been
federally mediated since last August, pilots are committed to
the process and have proven through unparalleled performance,
safety, and professionalism that they are faithful to Mesaba.

"Our pilots have contributed to some of the best on-time airline
stats in the industry. Our safety record is untarnished. We
intend to continue that service to Mesaba and Northwest until an
impasse occurs," said Captain Michael Dockman, the pilot in
charge of preparing pilots for a possible strike. "Nobody wants
a strike -- everybody wants a contract, including all Mesaba
employees. It is high time our management recognizes this."

Mesaba Airlines operating as "Northwest Airlink" provides
service to 111 cities in the U.S. and Canada as a partner with
Northwest Airlines.

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

On April 11, 2003, the Troubled Company Reporter cited that
Mesaba Aviation, Inc., a subsidiary company of Mesaba Holdings,
Inc. (Nasdaq:MAIR), announced the elimination of 33 management
positions as a result of declining flight activity from Fiscal
Year 2003 to what is forecasted in Fiscal Year 2004. This
decline reflects the current economic conditions in the airline
industry and lower consumer demand.

The positions affected include both staffed and open positions.
The airline has reduced its management headcount to 312 from
345, a reduction of nearly 10 percent. All affected employees
were assisted through a package of severance pay, benefits and
outplacement services.

Mesaba also plans to eliminate approximately 50 positions from
its non-management workforce over the next six months, through a
combination of furloughs and voluntary leaves. In addition,
Mesaba is also freezing all management base pay in Fiscal Year
2004, which began on April 1, 2003.

"We made these difficult choices based on our forecasted flight
activity," said John Spanjers, Mesaba Aviation's president and
chief operating officer. "The decisions are an acknowledgement
of the challenges the industry faces and our need to survive
amid a very difficult environment."


METRIS COMPANIES: Secures New $125 Million Term Loan
----------------------------------------------------
Metris Companies Inc. (NYSE:MXT) announced that the Company has
agreed to a one-year, $125 million term loan from a group of
lenders to be effective upon the satisfaction of certain
conditions to be met on or prior to June 30, 2003, including the
repayment of the Company's existing $100 million term loan. This
term loan was approved unanimously by the Company's board of
directors and replaces the $125 million term loan commitment
from Thomas H. Lee Equity Fund IV, L.P. that the Company signed
on March 31, 2003. This new term loan agreement is a further
step in the Company's plan that is focused on liquidity and a
return to profitability.

The new term loan facility will carry an annual interest rate of
12% plus performance payments based on the excess spread in the
Metris Master Trust. Goldman, Sachs & Co. acted as financial
advisor to the Company in connection with the term loan.

Metris Companies Inc. (NYSE:MXT) is one of the nation's leading
providers of financial products and services. The company issues
credit cards through its wholly owned subsidiary, Direct
Merchants Credit Card Bank, N.A. Through its enhancement
services division, Metris also offers consumers a comprehensive
array of value-added products, including credit protection and
insurance, extended service plans and membership clubs. For more
information, visit http://www.metriscompanies.comor
http://www.directmerchantsbank.com.

As reported in Troubled Company Reporter's March 3, 2003
edition, Fitch Ratings lowered the senior and bank credit
facility ratings of Metris Companies Inc. to 'CCC' from 'B-'. In
addition, the long-term deposit rating of Direct Merchants
Credit Card Bank, N.A. has been lowered to 'B' from 'B+'. The
short-term deposit rating remains at 'B'. The ratings have been
removed from Rating Watch Negative where they were placed on
Dec. 20, 2002. The Rating Outlook is Negative for Metris and
DMCCB. Approximately $350 million of holding company debt is
affected by this rating action.

The action reflects heightened execution risk as Metris attempts
to address liquidity concerns with its various credit providers.
Fitch remains concerned with Metris' ability to renew or replace
conduit facilities that mature in the June and July 2003
timeframe, coupled with a $100 million term loan drawn under the
company's bank credit facility due in June 2003. While Metris is
in active negotiations with its credit providers, Fitch believes
the pace and complexity of this process has increased overall
risk to the company. The downgrade of DMCCB reflects its
operational ties to the holding company, which it relies on to
fund assets longer term.

Furthermore, Fitch remains concerned with low excess spread
levels in the Metris Master Trust, Metris' primary
securitization vehicle. Excess spread levels have declined
significantly over the past few months, and for many series are
below 2%, eroding the cushion that once existed. Under the
company's current bank credit agreement, Metris must maintain
minimum excess spread in the MMT. Moreover, if trust level
excess spread becomes negative, on a three month rolling
average, an early amortization of the MMT would occur. If an
early amortization of the trust were to take place, Fitch does
not believe that Metris would have sufficient liquidity to
withstand such an occurrence.

In Fitch's opinion, even if near-term liquidity issues are
satisfactorily resolved, Metris will remain challenged to
address earnings and asset quality concerns in a difficult
economic and capital markets environment. In addition, federal
bank regulators have imposed more stringent requirements on
credit card lending, namely higher capital and reserves for
subprime loans along with greater scrutiny of fee and finance
charges. While Metris has complied with these regulatory
changes, Fitch believes that these actions have negatively
impacted the economics of Metris' credit card business.


MILESTONE SCIENTIFIC: March Balance Sheet Upside-Down by $6.6Mil
----------------------------------------------------------------
Milestone Scientific Inc. achieved a 28% reduction in its loss
from operations for the three months ended March 31, 2003 when
compared to the same period in 2002. The results include
approximately $50,000 in expenses relating to the Company's
shutdown of its facility and reflect Milestone's concentrated
effort to drastically reduce its overhead while slowly growing
its user base in the dental market and introducing the Wand(R)
technology in a variety of medical disciplines.

The net loss for the three months ended March 31, 2003 was
relatively equivalent to the loss reported for the three months
ended March 31, 2002 as the strides achieved in operations were
primarily offset by higher  interest expenses, the majority
payable in stock.

        Three months ended March 31, 2003 compared to
             Three months ended March 31, 2002

Net sales for the three months ended March 31, 2003 and 2002
were $1,125,725 and $1,021,588, respectively. The $104,137 or
10.2%, increase is primarily related to a $76,900 increase in
domestic revenue and a $27,200 increase in sales to foreign
distribution. The increase in domestic revenue include a 28%, or
$49,000, increase in CompuDent(TM) sales and a 13%, or $54,000,
increase in domestic sales of the Wand(R) handpieces. The
domestic sales increase was partially offset by an approximate
$19,300 decrease in CompuMed(TM) sales.

Cost of sales for the three months ended March 31, 2003 and 2002
were $549,084 and $466,015, respectively. The $83,069 increase
is attributable primarily to higher sales volume.

For the three months ended March 31, 2003, the Company generated
a gross profit of $576,641, or 51.2%, as compared to a gross
profit of $555,573, or 54.4%, for the three months ended March
31, 2002. The decrease in gross profit percentage is primarily
attributable to increased sales to foreign distributors. Sales
to foreign distributors are of higher volume but at a reduced
margin.

Selling, general and administrative expenses for the three
months ended March 31, 2003 and 2002 were $758,981 and $897,276,
respectively. The $138,295 decrease is attributable primarily to
an approximate $116,000 decrease in expenses associated with the
sale and marketing of the Wand(R) technology and a $25,400
decrease in professional and consulting fees.

The Company incurred costs totaling $52,723 relating to the
closure of its Deerfield, IL facility and the transporting of
its fixed assets to the Company's corporate office and its
logistic company. The loss from the disposal of fixed assets at
this location, and included in the shutdown cost, was $11,248.

Research and development expenses for the three months ended
March 31, 2003 and 2002 were $32,001 and $30,295, respectively.
These costs are associated with the development of the Company's
safety needle.

The losses from operations for the three months ended March 31,
2003 and 2002 were $267,064 and $371,998, respectively. The
Company generated $24,000 in other income for the three months
ended March 31, 2002 as a result of a consulting contract which
expired in October 2002.

The Company incurred interest expense of $241,181 for the three
months ended March 31, 2003 as compared to $172,213 for the
three months ended March 31, 2002. The increase is attributable
to higher average borrowings in 2003.

The net loss for the three months ended March 31, 2003 was
$508,245 as compared to a net loss of $520,211 for the three
months ended March 31, 2002.

                Liquidity and Capital Resources

The Company's condensed consolidated financial statements have
been prepared assuming the Company will continue as a going
concern. However, as shown in its condensed consolidated
financial statements, the Company incurred net losses of
approximately $508,000 and $520,000 and negative cash flows from
operating activities of approximately $236,000 and $136,000
during the three months ended March 31, 2003 and 2002,
respectively. As a result, the Company had a cash balance of
approximately $500, a working capital deficiency of
approximately $5,542,000 and a stockholders' deficiency of
approximately $6,614,000 as of March 31, 2003. These matters
initially raised substantial doubt about the Company's ability
to continue as a going concern. Management believes that its
initial concerns about the Company's ability to continue as a
going concern have been alleviated by recent actions taken by
the Company, as well as management's plans for the Company's
future.

Further, management believes that, in the absence of a
substantial increase in revenue, it is probable that the Company
will continue to incur losses and negative cash flows from
operating activities through at least March 31, 2004 and that
the Company will need to obtain additional equity or debt
financing, as well as to continue its ability to defer its
obligations, to sustain its operations until it can expand its
customer base and achieve profitability, if ever.

The Company believes that CompuDent(TM), CompuMed(TM) and The
Wand(R) technology represents a major advance in the delivery of
local anesthesia and that the potential applications of this
technology extends beyond   dentistry. Based on scientific and
anecdotal support, the Company contends that CompuMed(TM) could
enhance the practices of the estimated 90,000 U.S. based
physicians included in such non-dental disciplines as Podiatry,
Hair Restoration Surgery, Plastic Surgery, Dermatology,
colorectal surgery and procedures in Orthopedics, OB-GYN and
Ophthalmology.

Despite limited resources, the Company has continued its efforts
to realize the market potential of The Wand(R) and become
profitable. These steps include (i) relaunching of The Wand
Plus(TM) drive unit     domestically, under the name
CompuDent(TM), (ii) distribution of CompuDent(TM) through a host
of channels (i.e. independent sales representatives, an inside
sales group and a major dental distributor), (iii) launching The
Wand Plus(TM) drive unit for medical purposes and marketing it
as CompuMed(TM), (iv) increasing presence at medical trade
shows, (v) advertising to increase the awareness of the product,
(vi)   implementing cost reduction programs, and (vii)
restructuring certain outstanding obligations. Management
believes that these steps are critical to the realization of
Milestone's long-term business strategy.


MONEY STORAGE: S&P Takes Rating Actions to Various Note Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 11
classes of various Money Store mortgage loan pass-through
certificates. Concurrently, the rating on the class MH-2 from
Money Store Trust series 1998-A is lowered to 'BB' from 'A'. At
the same time, the rating on class BH from the same transaction
is lowered to 'D' from 'BBB'. In addition, ratings are affirmed
on various classes from four other Money Store Trust and Money
Store Home Improvement Trust transactions.

The raised ratings reflect an increase in the credit support
percentages to the mezzanine and subordinate classes due to the
paydown of the senior classes, combined with the shifting
interest feature of the transaction. The classes are protected
from losses by excess interest cash flow, subordination, and
overcollateralization. Because of the structure of the
transactions, current credit support for the upgraded classes
has at least doubled, and in the cases of the senior most
mezzanine certificates, has increased to more than 100% of the
current class balances.

The lowered rating on class BH reflects the fact that the class
suffered a principal loss of $916,477 during the distribution
period ending May 15, 2003. The amount by which the loss amount
exceeded excess interest was applied to reduce the
overcollateralization until zero. The additional loss amount was
applied to the certificates and will continue to be applied to
the certificates whenever loss exceeds the excess interest
amount and overcollateralization has not been rebuilt. Based on
current performance, it is not likely that the principal loss
will be recoverable. In addition, future interest payments will
be made at the new, lower balance.

The lowered rating on class MH-2 reflects the fact that the
class suffered a principal loss of $916,477 during the
distribution period ending May 15, 2003, due to the write-down
of its sole subordinate class (BH). As of the distribution date,
class MH-2 has only $317,240 in subordination. Based on current
performance, this erosion of credit support seriously increases
the risk of default, especially if realized losses continue to
exceed excess interest.

The affirmed ratings on the 27 other classes issued by the Money
Store Trust and Money Store Home Improvement Trust reflect the
fact that there is adequate credit support provided to each of
the remaining classes, despite the pools' losses and
delinquencies. Several of the transactions individual loan
groups have additional support in the form of bond insurance
provided by MBIA Insurance Corp.

As of the distribution date, total delinquencies ranged from
10.13% (1998-B) to 27.47% (1997-D group 2), and serious
delinquencies ranged from 5.15% (1998-A group 3) to 24.54%
(1997-D group 2). Cumulative losses ranged from 4.52% (1997-C
group 2) to 18.36% (1997-C group 3). During the past 12 months,
losses have exceeded excess interest 42% of the time for series
1998-A group 3, causing further increases in accrued losses.
There is a strong likelihood that this trend will continue in
the near term. Groups 1 and 2 from series 1998-A have additional
support in the form of bond insurance provided by MBIA Insurance
Corp.

At issuance, the mortgage collateral backing all of the Money
Store-related certificates consists of 15- to 30-year, fixed-
rate, subprime and home improvement loans secured by first and
second liens on owner-occupied, one- to four-family detached
residential properties.

                        RATINGS RAISED

     Money Store Home Improvement Trust 1997-I

                    Rating
        Class    To        From
        M-1      AAA       AA
        M-2      AA        BBB+

     Money Store Home Improvement Trust 1997-II

                    Rating
        Class    To        From
        M-1      AAA       AA
        M-2      AA-       BBB-

     Money Store Trust 1998-B

                    Rating
        Class    To        From
        MH-1     AAA       AA
        MH-2     A+        A

     Money Store Trust 1997-D

                    Rating
        Class    To        From
        MV-2     AAA       A+
        BH       A         BBB

     Money Store Trust 1997-C

                    Rating
        Class    To        From
        MV-2     AA        A+
        MH-2     AAA       A
        BH       AA-       BBB

                        RATINGS LOWERED

     Money Store Trust 1998-A

                    Rating
        Class    To        From
        MH-2     BB        A
        BH       D         BBB

                        RATINGS AFFIRMED

     Money Store Home Improvement Trust

        Series   Class                                 Rating
        1997-I   B-1                                   B
        1997-II  B                                     BB

     Money Store Trust

        Series   Class                                 Rating
        1998-A   AF-6, AF-7, AF-8, AF-9, AV            AAA
        1998-A   MH-1                                  AA
        1998-B   AF-5, AF-6, AF-7, AF-8, AF-9, AV      AAA
        1998-B   BH                                    BB
        1997-D   AF-4, AF-5, AF-6, AF-7, AMF           AAA
        1997-D   BV                                    BBB
        1997-C   AF-6, AF-7, AF-8, AMF, MV-1           AAA
        1997-C   BV                                    BBB


NATIONSRENT: Judge Walsh Gives Go-Ahead to Dime Financing Pact
--------------------------------------------------------------
Before the Petition Date, NationsRent Inc., and its debtor-
affiliates regularly obtained equipment for their rental fleet
from Dime Commercial Corp.  The Debtors and Dime entered into
leases, purchase and financing agreements as well as secured
financing agreements characterized as leases.

In the context of their restructuring, the Debtors evaluated the
necessity of each of their equipment leases to their ongoing
business operations.  As part of this review program, the
Debtors and Dime have actively been involved in arm's-length
negotiations regarding their obligations under the Prepetition
Agreements. The discussions culminated into the entry of a
Master Inventory Financing, Security and Settlement Agreement.

Pursuant to the Master Agreement, Dime will sell to the Debtors
certain equipment under the Prepetition Agreements.  The Debtors
will finance the purchase of the Inventory by borrowing
$1,569,000 from Dime.

On the Effective Date of the sale, Dime will make loans to the
Debtors equal to the Purchase Price of the Inventory.  For each
loan, the Debtors will issue to Dime a promissory note.  The
unpaid principal amount of each loan will accrue 7% interest per
annum, which the Debtors will pay every quarter in arrears
beginning July 1, 2003.

To secure the Debtors' outstanding obligations under the Master
Agreement and with respect to the loans, Dime will retain a
purchase money security interest in the Inventory.  Dime had
advised the Debtors that it would be willing to provide the
financing on an unsecured, administrative expense basis.

The Master Agreement also contemplates the modification of the
bankruptcy stay to permit Dime to file financing statements
under the Uniform Commercial Code.  On the occurrence of an
event of default, Dime may terminate the Master Agreement, each
promissory note and any other documents and declare the Debtors'
outstanding obligations under the Agreements and the notes
immediately due and payable.

The Debtors and Dime agree to terminate the Prepetition
Agreements on the Effective Date of the sale.  In this event,
Dime will have allowed unsecured non-priority claims for the
deficiency claims and other general unsecured claims arising
with respect to the Prepetition Agreements.  The Claims will be
determined after giving the Debtors a credit for the aggregate
original principal amount of the Loans.  Dime will have no
further claims against the Debtors with respect to the
Prepetition Agreements.

On the Sale Effective Date, each party will also release the
other from any claims, causes of action, liabilities and
obligations arising under the Prepetition Agreements.

Daniel J. DeFranceschi, Esq., at Richards, Layton and Finger PA,
in Wilmington, Delaware, relates that the terms and conditions
of the secured financing are fair and reasonable and were
negotiated by the parties in good faith.

At the Debtors' request, Judge Walsh approves the Master
Agreement. (NationsRent Bankruptcy News, Issue No. 32;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


NRG ENERGY: Continues Existing Insurance Policies
-------------------------------------------------
NRG Energy, Inc., and its debtor-affiliates sought and obtained
the Court's authority to allow them to:

  (a) maintain and continue their current Insurance Policies and
      obtain new insurance policies as needed in the ordinary
      course of business, including the NRG Global Property
      Program and the D&O Policy;

  (b) pay any outstanding prepetition amounts, including,
      without limitation, all premiums and brokers' fees or
      commissions under the Insurance Policies;

  (c) reimburse Insurance Carriers, third party administrators
      and brokers for any payments made or expenses incurred
      prior to the Petition Date on behalf of any of the Debtors
      that represent amounts owed by the Debtors under the
      relevant insurance policy's deductible or self-insured
      retention amounts;

  (d) reimburse Insurance Carriers, third party administrators
      and brokers for any payments made after the Petition Date
      on behalf of any of the Debtors relating to prepetition
      occurrences if:

        (1) the claimant has a direct right of action against
            the Insurance Carrier, third patty administrator or
            broker and is able to require the Insurance Carrier,
            third party administrator or broker to make payment
            directly to the claimant as a result of the
            prepetition occurrence, and

        (2) the payment represents amounts owed by the Debtors
            under the relevant insurance policy's deductible or
            self-insured retention;

  (e) pay or otherwise satisfy retrospective adjustments under
      the Insurance Policies relating to prepetition periods,
      but in each case only to the extent the Debtors believe it
      is necessary for the maintenance or renewal of the
      Insurance Policies; and

  (f) pay the annual fees and premiums associated with renewal
      of the Insurance Letter of Credit, but not to reimburse
      the issuers for any draws thereunder.

The Debtors further obtained Court permission to make all of
these prepetition payments in an aggregate amount not to exceed
$1,000,000 in the ordinary course of business.  In addition, the
Debtors propose to continue to make all postpetition payments
with respect to the Insurance Policies.

The Debtors will pay all obligations arising under or related to
these programs and policies subsequent to the Petition Date in
the ordinary course of business, not on an accelerated basis,
and in accordance with the terms of these programs and policies.
(NRG Energy Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

DebtTraders reports that NRG Energy Inc.'s 8.700% bonds due 2005
(XEL05USA1) are trading between 44 and 46 cents-on-the-dollar.
See http://www.debttraders.com/price.cfm?dt_sec_ticker=XEL05USA1
for real-time bond pricing.


NRG ENERGY: LSP-Nelson Energy's Voluntary Chap. 11 Case Summary
---------------------------------------------------------------
Debtor: LSP-Nelson Energy, LLC
        901 Marquette Avenue
        Minneapolis, Minnesota 55402-2165

Bankruptcy Case No.: 03-13652

Type of Business: The Debtor is an affiliate of NRG Energy

Chapter 11 Petition Date: June 5, 2003

Court: Southern District of New York (Manhattan)

Judge: Prudence Carter Beatty

Debtors' Counsel: Matthew Allen Cantor, Esq.
                  Kirkland & Ellis
                  153 East 53rd Street
                  39th Floor
                  New York, NY 10022
                  Tel: (212) 446-4846
                  Fax : (212) 449-4900

Estimated Assets: More than $100 Million

Estimated Debts: More than $100 Million


NRG ENERGY: NRG Nelson Turbines' Voluntary Ch. 11 Case Summary
--------------------------------------------------------------
Debtor: NRG Nelson Turbines LLC
        901 Marquette Avenue
        Minneapolis, Minnesota 55402-2165

Bankruptcy Case No.: 03-13653

Type of Business: The Debtor is an affiliate of NRG Energy

Chapter 11 Petition Date: June 5, 2003

Court: Southern District of New York (Manhattan)

Judge: Prudence Carter Beatty

Debtors' Counsel: Matthew Allen Cantor, Esq.
                  Kirkland & Ellis
                  153 East 53rd Street
                  39th Floor
                  New York, NY 10022
                  Tel: (212) 446-4846
                  Fax : (212) 449-4900

Estimated Assets: More than $100 Million

Estimated Debts: More than $100 Million


ORION REFINING: Turns to Development Specialists as Consultant
--------------------------------------------------------------
Orion Refining Corporation asks for approval from the U.S.
Bankruptcy Court for the District of Delaware to retain and
employ Development Specialists, Inc., as its Restructuring
Consultant.

The Debtor believes that Development Specialist is well
qualified and able to represent the Debtor in a cost-effective,
efficient, and timely manner.

Steven L. Victor is the Development Specialist staff member
presently assigned to this engagement.  Development Specialist
may also provide additional full time staff members and certain
contract employees in connection with the Employment Agreement.

The services to be provided by Development Specialist in the
course of this Chapter 11 case include:

     i) Steven L. Victor will serve as the Debtor's Chief
        Restructuring Officer with senior management status
        working as a member of the Debtor's senior management
        team and reporting to the Debtor's chief executive
        officer;

    ii) ensuring suitable productivity of the professionals who
        are assisting the Debtor in the reorganization process
        or who are working for one or more of the Debtor's
        stakeholders;

   iii) providing leadership to the financial function including
        assisting the Debtor in strengthening the core
        competencies of the Debtor's finance organization;

    iv) overseeing development of an operating business plan to
        be used, in managing the Debtor for the current year as
        well as for future years, which will be used in
        developing a plan of reorganization or liquidation;

     v) assisting in developing and implementing cash management
        strategies, tactics and processes. Work with the
        Debtor's treasury department and other professionals and
        coordinate the activities of the representatives of
        other constituencies in the cash management process;

    vi) managing financial performance in conformity with the
        Debtor's business plan;

   vii) analyzing and implement financing issues in conjunction
        with a plan of reorganization or liquidation or which
        otherwise arise from the Debtor's financing sources;

  viii) assisting in developing the Debtor's plan of
        reorganization or liquidation;

    ix) providing testimony, as requested; and

     x) providing such other restructuring and advisory services
        as are customarily provided in connection with the
        analysis and negotiation of a restructuring, as
        requested and mutually agreed upon by the Debtor and
        Development Specialist.

The Debtor has agreed to pay Development Specialist a $75,000
monthly fee for Mr. Victor's services and reimburse all out-of-
pocket expenses.

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


OWENS: Unsecured Panel Seeks Disclosure Statement Clarification
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Owens Corning and its debtor-affiliates seeks more
information and clarification regarding the proposed Disclosure
Statement.

Christopher M. Winter, Esq., at Morris, Nichols, Arsht &
Tunnell, in Wilmington, Delaware, relates that the Asbestos
Committee is comprised of 13 law firms.  As of the Petition
Date, those 13 law firms represented no fewer than 80,000
asbestos claimants.  As proponents of the Plan, these law firms
and the Asbestos Committee are thoroughly familiar with its
contents and, based on practice used in other cases, vetted it
with numerous other asbestos law firms before the Asbestos
Committee officially became a proponent of that plan.

The Bankruptcy Code provides that each holder of an allowed
claim in an impaired class is entitled to vote on the plan.  To
that end, the Bankruptcy Code requires that a disclosure
statement be transmitted to each "holder of a claim."  The
purpose of a disclosure statement is to give the holder of the
claim adequate information so the holder of the claim can vote
on the plan in view of the claimholder's economic interest.

According to Mr. Winter, the central issue that needs
clarification in connection with the scheduled Section 1125
hearing on the "adequacy" of "information" arises from these
circumstances -- The Unsecured Creditors Committee presumes that
the Asbestos Committee wants the votes of tens and tens of
thousands of "asbestos claimants" to be voted for the proposed
plan.  But it is common knowledge that in prior asbestos Chapter
11 cases, virtually all of which were consensual, law firms and
lawyers representing asbestos claimants in fact voted on the
plans, purportedly exercising authority of or like a power of
attorney, ostensibly contained in, for example, contingent fee
agreements.  Indeed, that fact is notorious, with the Bankruptcy
Court early in the Debtors' cases observing that fact on the
record, and stating that in these cases the asbestos claimants,
not their lawyers, would exercise the franchise that the
Bankruptcy Code gives to holders of claims.

The Creditors' Committee vehemently opposes the unfair,
nonconsensual plan proposed by the Debtors and the other Plan
Proponents.  To that end, the Creditors' Committee submits that
the filed plan would not achieve confirmation under Section
1129(a) if fewer than the twin majorities or a majority in
number and 2/3 in amount of claims voting of Class 7 did not
assent to this plan.

The Creditors' Committee believes that a significant number of
asbestos claimants, especially those holding the high-value
claims, can recognize that it is in those claimholders' economic
interest to vote against the proposed plan, if they are given
appropriate descriptions and explanations.  For example, holders
of what the Commercial Committee called in its motion for an
asbestos bar order "asbestos contract claims" have claims for
fixed, liquidated amounts, just like commercial, bank, and bond
claimants.

The Debtors' disclosure statement states that there are 60,000
of these asbestos contract claimants.  Mr. Winter contends that
these 60,000 asbestos claimants holding contract claims should,
just like creditors with contract claims, oppose this plan.
Votes by 60,000 members of Class 7 to reject the plan could mean
that the majority in number requirement of Section 1126(c) is
not met.  Similarly, asbestos claimants asserting the highest
value claims if given appropriate information, could recognize
their claims would be substantially diluted by a plan that pays
large, large numbers of what the Court termed "the so-called
unimpaireds."  If these highest value asbestos claimants so
recognize and vote to reject the plan, the 2/3 in amount
requirement of Section 1126(a) for Class 7 may not be met.

Other variations are possible, like asbestos claimants with
solid "product ID" could oppose any payment, but certainly
should oppose equal payment, to claimants with less proof.

In view of the statutory purpose of the document, Mr. Winter
asserts that the disclosure statement should contain "adequate
information" so that the various types of asbestos claimants
within Class 7 have the opportunity to understand and to vote in
their economic self-interest.  To achieve that objective, the
Creditors' Committee might, for example, propose at a Section
1125 hearing that portions of the disclosure statement be
written in "plain English" format, as the SEC requires when
shareholders vote.  In addition, the Creditors' Committee might
suggest that the economic consequences for discrete types of
asbestos claimants be described with specificity.

Mr. Winter relates that in this contested, non-consensual
context, there ostensibly is a separation of the ownership of
the asbestos claim, which resides with the asbestos claimant,
and the control of the asbestos voting franchise, which may
reside in a putative third-party agent.  Because of this
separation, neither the Court nor the Creditors' Committee nor
other parties-in-interest like the U.S. Trustee know the basic
objective of the "adequate information" inquiry in this
contested case.  The lawyers in or for the Asbestos Committee
probably drafted, certainly discussed with colleagues not on
that committee, approved and want confirmed this plan.  If some,
most, or all NSP law firms can and will exercise the voting
franchises of their asbestos inventories pursuant to powers of
attorney or other putative authorizations, then it would be
largely a sterile, formalistic charade and waste the time of the
Court, the Commercial Committee, and perhaps others to raise
suggestions or objections about "adequate information"
concerning asbestos claims.

Therefore, in this contested, non-consensual case, the
Creditors' Committee needs, and the Court deserves for its
informed judgment, an answer to a fundamental question -- Will
the real asbestos voters who are supposed to receive "adequate
information" about the structure and impact of this plan please
stand up?  The answer to this fundamental question is
immediately important for any meaningful compliance with Section
1125.  But in this non-consensual context, that answer is also
important for stages that will follow approval of a disclosure
statement, including the form of the ballot, valuing asbestos
claims for voting purposes, instructions to the agent receiving
and tabulating votes, dissemination of the disclosure statement,
and voting challenges.

The Creditors' Committee therefore requests clarification of
this issue, which is basic to the entire "adequate information"
inquiry of a Section 1125 hearing.

Specifically, the Creditors' Committee wants Judge Fitzgerald
to:

    -- require each of the 13 law firms on the Asbestos
       Committee to file with the Court a declaration affirming
       that no partner in the firm will vote, purport to vote,
       cause directly or indirectly any employee of the firm or
       any lawyer of the firm to vote or purport to vote on
       behalf of any client asserting an asbestos personal
       injury or wrongful death claim in these Chapter 11 cases;

    -- require the Debtors within seven days to transmit to each
       of the remaining 105 NSP law firms a copy of an order
       requiring each to file an identical declaration;

    -- direct that within 14 days the date for objections to
       the Debtors filed disclosure statement based on "adequate
       information" concerning asbestos claims be extended to 10
       days after the later of the dates ordered by the Court,
       and continuing the Section 1125 hearing on "adequate
       information" concerning asbestos claims to a date
       convenient to the Court; and

    -- require any law firm on the Asbestos Committee and any
       NSP law firm that does not file a declaration with the
       affirmation:

       a. to produce to the Creditors' Committee copies of each
          of the non-identical forms of the entire agreement
          with clients asserting asbestos claims against the
          Debtors that authorize or purport to authorize the law
          firm to vote the claim of the asbestos claimants in
          these Chapter 11 cases;

       b. if a law firm produces more than one form of
          agreement, to provide to the Creditors' Committee a
          statement of the number of asbestos clients who signed
          each form of agreement; and

       c. to file with the Court a declaration that the law firm
          has complied with the requirements.

The Creditors' Committee submits that any law firm that must
comply with the requirements should do so within 45 days.

                     Asbestos Claimants Object

Mark T. Hurford, Esq., at Campbell & Levine, LLC, in Wilmington,
Delaware, relates that the Creditors' Committee summarily
rejects voting procedures that have been repeatedly accepted by
numerous courts to date, including those overseeing the
Armstrong World Industries, Inc., Babcock & Wilcox, and Asbestos
Claims Management Corporation bankruptcies.  Instead of allowing
lawyers to cast master ballots on behalf of the claimants they
represent, the Creditors' Committee would require each of the
hundreds of thousands of personal injury claimants to
individually review the Plan and Disclosure Statement.  Their
lawyers would then be required to file written evidence of the
lawyers' authority to cast ballots on behalf of those claimants,
which evidence in every case would have to be reviewed to
determine the validity and scope of the individual claimant's
agency relationship with the lawyer under whichever of the 50
States' laws apply.

Mr. Hurford argues that the Creditors' Committee's proposal is
unsustainable, as it would delay Plan confirmation indefinitely,
for no legitimate purpose.  As the precedent to date on this
issue makes plain, the procedures underlying the proposed
ballots will, if approved, put to rest the real issue presented
here -- protection of the integrity of the voting process.  The
Creditors' Committee's request should therefore be denied.

Mr. Hurford asserts that the Creditors' Committee's request
urges a voting process that has no support under the Bankruptcy
Code or Bankruptcy Rules, that would delay Plan confirmation
indefinitely, and that would result in wasteful and unnecessary
expenditures of the Debtors' assets, all for no legitimate
purpose.  Furthermore, as precedent and the rulings of three
other Bankruptcy Courts make plain, the master ballot and other
voting procedures proposed by the Debtors would, if approved,
insure the integrity of the voting process through procedural
safeguards and court supervision. (Owens Corning Bankruptcy
News, Issue No. 53; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


PACIFICA CDO: S&P Assigns Preliminary Ratings to $300MM Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Pacifica CDO II Ltd./Pacifica CDO II Inc.'s $300
million floating- and fixed-rate notes due 2015.

The preliminary ratings are based on information as of June 6,
2003. Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

-- The expected commensurate level of credit support in the form
   of subordination to be provided by the notes junior to the
   respective classes and by the preferred shares and
   overcollateralization;

-- The cash flow structure, which is subject to various stresses
   requested by Standard & Poor's;

-- The experience of the collateral manager; and

-- The legal structure of the transaction, which includes the
   bankruptcy remoteness of the issuer.

         PRELIMINARY RATINGS ASSIGNED

     Pacifica CDO II Ltd./Pacifica CDO II Inc.

          Class               Rating    Amount ($000s)
          A-1                 AAA              210,000
          A-2                 AAA               25,000
          B-1                 A-                17,500
          B-2                 A-                 5,000
          C                   BBB               12,000
          D                   BB                 8,000
          Preferred shares    N.R.              22,500


PACIFIC GAS: Court Okays Dispute Settlement with Cynthia Behr
-------------------------------------------------------------
At Pacific Gas and Electric Company's behest, Judge Montali
approved a settlement of a civil action filed against PG&E by
Cynthia Behr.

Pursuant to the Settlement, PG&E agrees to allow Ms. Behr an
$850,000 claim against the estate in exchange for her complete
release of PG&E and its agents with respect to the Claim.  Ms.
Behr will dismiss the pending litigation with prejudice.

In 1994, Ms. Behr and her son, Cole Behr, sued PG&E before the
Santa Clara Superior Court in California for the injuries they
sustained from carbon monoxide exposure at Ms. Behr's office
when she was pregnant with her son in 1989.  Cole was born in
1990 with severe neurological defects and will require constant
care and medical attention throughout his life.  Ms. Behr
contended that PG&E did not effectively respond to complaints
about odors associated with her office's heating system and
misrepresented that there was nothing in the air that could harm
her unborn child.

In 1997, a jury returned a verdict against PG&E, awarding Ms.
Behr and her son $30,500,000.  The trial court reduced the
verdict to $13,500,000.

One of the items that the trial court reduced was the $1,750,000
award for economic damages to Ms. Behr.  Ms. Behr refused to
accept a $420,000 remittitur, so the court awarded PG&E a new
trial on this issue.

In June 2000, the California Court of Appeals affirmed the
judgment and remanded the case to the trial court for a new
trial of Ms. Behr's economic damages claim.  Thereafter, PG&E
paid Ms. Behr and her son what it owed them pursuant to the
judgment, including interest.  PG&E left the issue of the proper
amount of economic damages to be awarded Ms. Behr.  After the
Petition Date, Ms. Behr filed a claim for $1,750,000, which is
identified by Proof of Claim No. 6582.

"Avoidance of unnecessary litigation will benefit PG&E's
creditors by avoiding costs and delay and allowing PG&E's
personnel to focus on more critical functions.  Moreover, the
$850,000 settlement amount will avoid risk of a significantly
higher recovery against the estate if the case were to go to
trial," Bao Ngoc X. Nguyen, Esq., at Howard, Rice, Nemerovski,
Canady, Falk & Rabkin, says. (Pacific Gas Bankruptcy News, Issue
No. 57; Bankruptcy Creditors' Service, Inc., 609/392-0900)


PACIFICARE: SCCIPA Terminates HMO, Medicare and PPO Contracts
-------------------------------------------------------------
Santa Clara County Individual Practice Association (SCCIPA), a
San Jose-based medical group that links over 800 private
physicians and 120,000 patients to most large California HMOs
and Medicare+Choice plans, will no longer contract with
PacifiCare and their Secure Horizons Medicare+Choice plan.

This change affects approximately 17,500 local PacifiCare
members of HMO and Medicare+Choice health plans, as well as
additional PacifiCare health plan enrollees who use the PPO
network. The HMO and Medicare contracts will terminate July 30,
2003 and the PPO contract will terminate August 31st.

The announcement follows several months of contract negotiations
to adjust PacifiCare payments to meet the increased costs of
caring for SCCIPA members.

"We regret this disruption in the care of our PacifiCare
members," says SCCIPA CEO Larry Bonham, MD. "The physicians in
our area have incurred significant losses this year stemming
from the dissolution of Lifeguard and the bankruptcy of San Jose
Medical Group. We simply can't afford to do business with health
plans when our revenues do not cover the healthcare expenses of
their members."

As a result of this change, in the near future, SCCIPA Primary
Care Physicians and Specialists will no longer provide medical
services for PacifiCare and Secure Horizons members, with the
exception of continuing care that is covered by the existing
PacifiCare contracts.

Adds Bonham, "As always, our prime concern is the care of our
patients. We will make every effort to facilitate their
continuous care and insure their healthcare needs are met."

SCCIPA has long term contracts with several other health plans
that would allow current PacifiCare and Secure Horizons members
to continue to use SCCIPA physicians:

-- Seniors may consider Health Net Seniority Plus, a
   Medicare+Choice plan with similar health benefit coverage.

-- Health plan members who enroll through their employers may
   consider Health Net, CIGNA, Blue Shield of California, Aetna,
   Blue Cross CaliforniaCare or One Health Plan. These health
   plans may be offered by employers through a special mid-year
   Open Enrollment.

   About Santa Clara County Individual Practice Association

Santa Clara County Individual Practice Association is a San
Jose-based medical group or individual practice association that
links over 800 private physicians and 120,000 HMO patients to
most large California HMOs and Medicare+Choice plans. SCCIPA
uses 8 hospitals located throughout Santa Clara County -- from
Palo Alto to San Jose, Los Gatos and Gilroy. SCCIPA physicians
are linked by a secure, state-of-the-art Internet system that
offers health plan members and physician office staff speedy
referrals, authorizations and answers to eligibility and claims
questions.

SCCIPA contracts with Health Net, Health Net Seniority Plus,
CIGNA, Blue Shield of California, Aetna, Blue Cross
CaliforniaCare, and One Health Plan.  SCCIPA's Web site is at
http://www.sccipa.comand SCCIPA's phone number is (800) 977-
7332.

                About PacifiCare Health Systems

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

                      *      *      *

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

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

"The rating is based on PacifiCare's good business position as a
regional managed care organization and improved earnings
performance," said Standard & Poor's credit analyst Phillip C.
Tsang. "Offsetting these strengths are PacifiCare's marginal
capitalization and high percentage of goodwill in its capital."
PacifiCare expects to use the net proceeds from the issue to
permanently repay indebtedness under its senior credit facility,
with the remainder for general corporate purposes.


PAC-WEST TELECOMM: Nasdaq Hearing Set for June 26, 2003
-------------------------------------------------------
As previously announced, Pac-West Telecomm, Inc. (Nasdaq: PACW),
a provider of integrated communications services to service
providers and business customers in the western U.S., has
requested a hearing before a Nasdaq Listing Qualifications Panel
to address a determination from the staff of The Nasdaq Stock
Market that it intends to delist Pac-West's common shares from
The Nasdaq SmallCap Market. A hearing date has been granted for
June 26, 2003, at which time Pac-West's management expects to
present, among other things, its plan for regaining compliance
with the minimum bid price requirement within the listing
criteria of The Nasdaq Stock Market. The company understands
from The Nasdaq Stock Market that, absent extraordinary
circumstances, Pac-West's common shares will remain listed on
The Nasdaq SmallCap Market until a determination has been made
by the Nasdaq Listing Qualifications Panel following the
hearing. There can be no assurances, however, that the Nasdaq
Listing Qualifications Panel will grant the company's request
for continued listing.

             About Pac-West Telecomm, Inc.

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

                         *  *  *

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

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


PCNET INT'L: Reports Major Milestones to Restructuring Efforts
--------------------------------------------------------------
PCNET International Inc. (TSX-V: PCT) announced that it has
achieved several major milestones in its restructuring process.

Effective June 4, 2003, the company arranged to place funds
required to meet its CCAA plan obligations in a trust account
and provided due confirmation to its monitor. The company has
also received agreements in principle from the three remaining
stakeholders in its CCAA plan obligation. These stakeholders are
working to complete the required agreements within the shortest
timeframe possible.

The company also reports that it is making good progress in its
negotiations with Technovision Systems Inc (TSX-V: TVS), the
company in which PCNET announced a proposed merger transaction
on April 4, 2003. PCNET has set a target to complete the
definitive agreement simultaneously with the completion of its
CCAA plan obligations.

PCNET International Inc. (TSX-V: PCT) is a leading Internet
Access Provider with its head office in Victoria British
Columbia. Since its inception in 1995, PCNET has grown to be one
of Western Canada's largest ISPs. PCNET provides a full range of
retail and wholesale Internet services including dial-up and
high speed Internet access, website hosting, server co-location
and computer hardware sales.


PENN TRAFFIC: Secures OK to Tap Paul Weiss as Bankruptcy Counsel
----------------------------------------------------------------
The Penn Traffic Company and its debtor-affiliates ask for
approval from the U.S. Bankruptcy Court for the Southern
District of New York to retain and employ Paul, Weiss, Rifkind,
Wharton & Garrison LLP as attorneys.

The Debtors tell the Court that these cases are likely to be
complex and will require counsel with a national reputation and
with extensive experience in bankruptcy, insolvency,
restructuring and reorganization cases, as well as specialized
and substantial expertise in litigation, real estate, corporate
law and tax law. Paul Weiss is a full-service law firm with a
national and international presence.

Penn Traffic relates that together with certain of its
subsidiaries, it filed for chapter 11 relief on March 1, 1999 in
the United States Bankruptcy Court for the District of Delaware,
and Paul Weiss served as counsel to Penn Traffic and its
subsidiaries. Upon Penn Traffic's emergence from bankruptcy,
Paul Weiss continued to serve as general outside counsel to Penn
Traffic and its subsidiaries, including recently advising them
in connection with their restructuring efforts and to prepare
for the filing and commencement of these cases. This retention
has afforded Paul Weiss familiarity with the Debtors' business
and legal affairs.  Consequently, the Debtors believe that Paul
Weiss is well-qualified to represent them in these chapter 11
cases.

The Debtors expect Paul Weiss to:

     a) advise the Debtors with respect to their powers and
        duties as debtors and debtors in possession in the
        continued management and operation of their business and
        properties;

     b) attend meetings and negotiating with representatives of
        creditors and other parties in interest and advising and
        consulting on the conduct of the case, including all of
        the legal and administrative requirements of operating
        in chapter 11;

     c) take all necessary action to protect and preserve the
        Debtors' estates, including the prosecution of actions
        commenced under the Bankruptcy Code on their behalf, and
        objections to claims filed against the estates;

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

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

     f) advise the Debtors with respect to any sale of assets;

     g) appear before this Court, any appellate courts, and the
        U.S. Trustee, and protecting the interests of the
        Debtors' estates before such courts and the U.S.
        Trustee; and

     h) perform all other legal services in connection with
        these chapter 11 cases.

Paul Weiss' billing rates currently range from:

          partners               $525 to $725 per hour
          counsel                $495 to $525 per hour
          associates             $260 to $485 per hour
          paraprofessionals      $140 to $190 per hour

The attorneys who will have primary responsibility for
representing the Debtors are:

          Kelley A. Cornish      $675 per hour
          James H. Millar        $475 per hour
          Erica G. Weinberger    $420 per hour
          Marc F. Skapof         $390 per hour
          Ross B. Rosenfelt      $330 per hour

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.


PLASSEIN INTERNATIONAL: First Creditors' Meeting Set on June 16
---------------------------------------------------------------
The United States Trustee will convene a meeting of Plassein
International Corp., and its debtor-affiliates' creditors on
June 16, 2003, 1:00 p.m., at J. Caleb Boggs Federal Building,
844 King Street, Room 2112, Wilmington, Delaware.  This is the
first meeting of creditors required under 11 U.S.C. Sec. 341(a)
in all bankruptcy cases.

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

Plassein International Corp., a specialty plastic film and
packaging company filed for chapter 11 protection on May 14,
2003 (Bankr. Del. Case No. 03-11489).  Adam G. Landis, Esq., at
Klett Rooney Lieber & Schorling and Daniel C. Cohn, Esq., at
Cohn Khoury Madoff & Whitesell LLP represent the Debtors in
their restructuring efforts.  When the Company filed for
protection from its creditors, it listed more than $50 million
in assets and debts of over $100 million.


POLYPHALT: Grandwin Demands Payment of CDN$1 Million Loan
---------------------------------------------------------
On March 5, 2003, Polyphalt disclosed that it had negotiated a
loan from Grandwin Holdings Limited in an amount of $4 million.
Pursuant to the terms of the loan, Grandwin has advanced to
Polyphalt $1 million and this amount remains outstanding.

Polyphalt announced that it has received notice dated
June 4, 2003 from Grandwin declaring the loan and other amounts
payable under the Loan Agreement to be immediately due and
payable and has made a formal demand to Polyphalt for the
immediate payment of the sum of Cdn $1,010,582.01, together
with all interest which accrues thereon until payment in full
and all expenses incurred by Grandwin in recovering payment of
all amounts due to it by Polyphalt. If Polyphalt fails to make
the payment within the next ten days, the notice states that
Grandwin will pursue such remedies as it may deem appropriate.

In its notice Grandwin states that it has determined that the
anticipated termination of the relationship between Polyphalt
and one of its largest licensees, the revision of Polyphalt's
internal forecasts and the fundamental re-analysis of
Polyphalt's current business model constitute, at this time, an
event likely to have a Material Adverse Effect and that, as a
result, Polyphalt is in default of its obligation under the Loan
Agreement pursuant to Section 6.1 (m) of the Loan Agreement.


RAYTHEON AEROSPACE: $225-Mil Bank Loan Rating Cut to B+ from BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on
Raytheon Aerospace LLC's $225 million secured credit facility to
'B+' from 'BB-'. At the same time Standard & Poor's affirmed its
'B+' corporate credit rating on the company. The outlook is
stable.

"The rating on the bank loan, which is being increased $43
million in order to repurchase outstanding preferred equity, was
lowered due to reduced confidence that a distressed enterprise
value would be sufficient to cover a fully drawn facility at the
increased size in a simulated default scenario; however, a
substantial recovery is expected," said Standard & Poor's credit
analyst Christopher DeNicolo. "The proposed transaction will
cause Raytheon Aerospace's credit measures to deteriorate
somewhat due to the increased debt, but are expected to remain
appropriate for the rating," the analyst continued.

The credit facility consists of a $40 million revolver due 2006,
a $38 million term loan A due 2006, and a $147 million term loan
B, including the $43 million add-on, due 2007.

The ratings on Madison, Mississippi-based Raytheon Aerospace
reflect the company's highly leveraged capital structure and
modest, narrowly focused revenue base, albeit in the stable
niche of providing technical services for noncombat military
aircraft and support for military training.

Raytheon Aerospace is likely to benefit from increases in
defense spending, especially the operations and maintenance
portion of the U.S. defense budget, increased outsourcing by the
military, higher operational tempo of U.S. military forces, and
the aging of the noncombat U.S. military aircraft fleet. In
addition, the company is likely to benefit from increased
spending on heavy maintenance of aircraft as they return
from the Iraq conflict. Raytheon Aerospace has the leading share
of the market in which it participates. The company faces
competition from other aviation service providers, as well as
the original manufacturers of the aircraft it services such as
its former parent, Raytheon Co.; Boeing Co.; and Northrop
Grumman Corp.

The $56 million debt-financed acquisition of Flight
International Inc. and Maritime Leasing and Sales in December
2002 improved Raytheon Aerospace's position with the U.S. Navy,
as well as providing opportunities to leverage existing
contracts and relationships. Profitability is likely to remain
relatively stable, with operating margins of around 10%,
supported by steady revenue growth. Cash flow protection
measures are currently appropriate for the rating, with funds
from operations to debt in the mid-teens percent area.

The National Transportation Safety Board is reported to be
investigating the role, if any, that recent maintenance
performed by Raytheon Aerospace played in the fatal crash of US
Airways Express Flight 5481 (operated by a unit of unrated Mesa
Air Group Inc.) on Jan. 8, 2003, in Charlotte, North Carolina.
The company, performed maintenance on the elevator system of the
Beech 1900D aircraft involved at a facility in West Virginia two
days before the accident. The NTSB is also investigating various
other possible factors, including the loading of the aircraft,
which might have played a role in the crash.


ROUNDY'S INC: Revamps 30 Twin Cities Rainbow Foods Stores
---------------------------------------------------------
Thirty Twin Cities Rainbow Foods stores will be owned and
operated by Roundy's, Inc. under the Rainbow Foods name.
Roundy's will be temporarily closing each store to allow the
company to properly stock the shelves and prepare operationally
to better serve the customer.  Following is a schedule detailing
each individual store's closing and re-opening dates:

     June 6 -- Stores close at 8 p.m.
     June 10 -- Stores re-open at 7 a.m.

     --        Roseville             1643 County Road B2
     --        Woodbury              7050 Valley Creek Plaza
     --        Shoreview             441 Highway 96 W
     --        Minneapolis           1540 New Brighton Blvd.
     --        Chaska                200 Pioneer Trail
     --        Bloomington           2600 West 80th St.

     June 7 -- Stores close at 8 p.m.
     June 10 -- Stores re-open at 7 a.m.

     --        Minneapolis           2919 26th Ave. S
     --        Eden Prairie          970 Prairie Centre Drive
     --        Blaine                551 87th Lane NE
     --        Forest Lake           289 12th St. SW
     --        Inver Grove Heights   9015 Broderick Blvd.
     --        Savage                14100 Highway 13 S

     June 8 -- Stores close at 8 p.m.
     June 11 -- Stores re-open at 7 a.m.

     --        St. Paul              1566 University Ave, W
     --        Eagan                 1276 Town Center Drive
     --        Robbinsdale           3505 W. Broadway Ave.
     --        Burnsville            1801 County Road 42 W
     --        Plymouth              4190 Vinewood Lane N
     --        Maplewood             2501 White Bear Ave. N

     June 9 -- Stores close at 8 p.m.
     June 12 -- Stores re-open at 7 a.m.

     --        West St. Paul         1660 Robert St. S.
     --        St. Paul              1201 W. Larpenteur W
     --        Apple Valley          15125 Cedar Ave.
     --        Columbia Heights      4300 Central Ave. NE
     --        St. Paul              892 Arcade St.
     --        Maple Grove           16401 County Road 30

     June 10 -- Stores close at 8 p.m.
     June 13 -- Stores re-open at 7 a.m.

     --        Plymouth              10200 Sixth Ave. North
     --        Oakdale               7053 10th St. North
     --        Minneapolis           1104 Lagoon Ave.
     --        Richfield             140 West 66th Street
     --        Cottage Grove         7280 E. Point Douglas Road
     --        Coon Rapids           3340 12th Ave. NW

                   About Roundy's, Inc.

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 more than 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.

                        * * *

As reported in the Troubled Company Reporter's May 9, 2003
edition, Standard & Poor's Ratings Services revised its outlook
on food services company Roundy's Inc. to stable from positive,
based on its more aggressive acquisition strategy to expand its
retail food operations.

Standard & Poor's also affirmed its 'BB-' corporate credit
rating on the Peewaukee, Wisconsin-based company. Approximately
$563 million of debt is affected by this action.


ROWECOM: Panel Turns to Deloitte & Touche for Financial Advice
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts gave
its stamp of approval to allow the Committee of Unsecured
Creditors of Rowecom, Inc. to retain Deloitte & Touche LLP as
its Bankruptcy Consultants and Special Financial Advisors.

Deloitte & Touche is expected to:

     i. assist and advise the Committee in its analysis of the
        Debtors' current financial position and near term
        prospects;

    ii. assist and advise the Committee in its analysis of the
        Debtors business plans, cash flow projections,
        restructuring programs, general administrative
        structure, and other reports or analyses prepared by the
        Debtors or their professionals in order to advise the
        Committee;

   iii. assist and advise the Committee in its analysis of
        proposed transactions, and other matters for which the
        may Debtors seek Bankruptcy Court approval including,
        but not limited to, asset sale transactions,
        assumption/rejection of executory contracts, management
        compensation and/ or retention and severance plans;

    iv. assist and advise the Committee and its counsel in the
        evaluation, or development and documentation of any
        plan(s) of reorganization or strategic transaction(s),
        including assistance in developing, structuring and
        negotiating the terms and conditions of potential
        plan(s) or strategic transaction(s), and the evaluating
        the adequacy of the consideration offered to the
        unsecured creditors;

     v. assist and advise the Committee in its efforts to
        understand its recovery under various scenarios, ranging
        from a forced liquidation of assets to an orderly
        disposition of assets, as well as a sale of the business
        as a going concern;

    vi. attend and advise at meetings with the Committee and it
        counsel, the Debtors and its professionals, and other
        parties of interest as required; and

   vii. provide other services, as requested by the Committee
        and as may be agreed to by Deloitte.

The hourly rates charged by Deloitte for the services provided
by its personnel range from:

          Partner/Principal           $400 to $475 per hour
          Senior Manager              $325 to $400 per hour
          Manager                     $275 to $325 per hour
          Senior Consultant           $250 to $275 per hour
          Consultant                  $175 to $250 per hour
          Support Staff               $ 75 to $125 per hour

Rowecom, Inc., offers content sources and innovative
technologies and provides information specialists, particularly
in the library, with complete solutions serving all their
information needs, in print or electronic format. The Company,
together with six of its affiliates, filed for chapter 11
protection on January 27, 2003 (Bankr. Mass. Case No. 03-10668).
Stephen E. Garcia, Esq., Mindy D. Cohn, Esq., at Kaye Scholer
LLC and Jeffrey D. Sternklar, Esq., Jennifer L. Hertz, Esq., at
Duane Morris, LLP represent the Debtors in their restructuring
efforts.  When the Company filed for protection from its
creditors, it listed estimated assets and debts of over $50
million each.


SECURITY ASSET: Liquidity Concerns Prompt Going Concern Doubts
--------------------------------------------------------------
Security Asset Capital Corporation's revenues in 2003 have
resulted from the collections on and sales of debt portfolios.
The Company is anticipating a shift in its operations whereby a
majority of its future revenue will be generated through its
account collection and resolution tool, The Debt Registry and
Broadband Technologies. Although the Company cannot guarantee,
it expects to generate revenue through its account collection
and resolution tool by the first quarter of 2004 and The Debt
Registry by the end of 2004.

    RESULTS OF OPERATIONS FOR EACH OF THE THREE MONTHS
             ENDED MARCH 31, 2003 AND 2002

Revenues for the three months ended March 31, 2003 were derived
completely from collections on and sales of loan portfolio
assets, which amounted to $15,390 as compared to $11,146 for the
same period during 2002, which revenue was derived from the
management of the Company's debt portfolio. Collection and sale
activities remain at a low level based on the age of the
Company's owned portfolio assets and management's focus on
developing its debt resolution system and the Debt Registry.
Although revenues have increased, the slowdown of the United
States economy has resulted in an increase in defaults in
connection with the debt receivables managed by Security
Management Asset, Inc., the Company's wholly owned subsidiary.

Net loss for the three months ended March 31, 2003 was $521,039
as compared to $527,953 for the same period during 2002. The
slight reduction in net loss is primarily the result of the
$54,425 decrease in general and administrative expenses due to
curtailed overhead costs offset by increases in portfolio and
interest expenses for the comparable period in 2002.

The Company has only a limited operating history and revenues
and has had net losses from operations. The Company's continued
existence is dependent upon its ability to resolve its liquidity
problems, principally by the continued sale of its Loan
Portfolio Assets and by obtaining additional debt financing and
equity capital until such time as the Company becomes
profitable. The lack of financial resources and liquidity raises
substantial doubt about its ability to continue as a going
concern. The Company plans to continue funding its operations
from the further sale of its debt receivables portfolio and
additional debt and equity capital offerings. There is no
assurance that management will be successful in these endeavors.


SEITEL: Noteholders File Involuntary Chapter 11 Case in Delaware
----------------------------------------------------------------
Seitel, Inc. (OTC Bulletin Board: SEIE; TSE: OSL) responded to
the commencement late Friday by holders of a minority of its
unsecured notes against the Company and certain of its U.S.
subsidiaries of involuntary petitions for relief under Chapter
11 of the United States Bankruptcy Code in the United States
Bankruptcy Court for the District of Delaware. The filings do
not involve any Seitel subsidiaries operating in Canada.

The Company said that, consistent with applicable law, it will
continue to operate its business in the ordinary course, with
full authority to fulfill its contractual and financial
obligations, as if no petitions were filed. Seitel will continue
to perform under its existing contracts with customers and will
purchase goods and services and pay for all purchases on normal
business terms. The Company plans no layoffs and Seitel's
employees will receive their wages, salaries and benefits as
usual.

As reported on May 30, 2003, the Company and the holders of $255
million principal amount of its senior, unsecured notes had been
engaged in restructuring discussions since mid-2002. Despite
these discussions, no agreement emerged on terms which the
Company deemed to be in the best interests of all of its
creditors, shareholders, customers, employees and other
constituents. As a result, on May 29, 2003, the Company
terminated further discussions and elected not to continue a
standstill agreement that had previously been in effect among
the Company and the holders of the unsecured notes. As a result
of the termination of the standstill and the Company's election
not to make the June interest payment on the unsecured notes,
certain fully anticipated defaults occurred under the notes
enabling the holders thereof to accelerate the maturity of the
notes and/or seek relief by commencing an involuntary bankruptcy
process against Seitel and its subsidiaries.

The bankruptcy petitions were filed by holders of approximately
$103 million (representing 40%) principal amount of the $255
million aggregate outstanding principal amount of notes.

The Company said that during the last several weeks,
approximately $122 million principal amount (or approximately
48%) of the outstanding notes have been acquired by a single
purchaser which had not previously been a holder of any notes.
The purchaser did not join with the other holders in the recent
bankruptcy filing. The Company also said that the two largest
historical holders of the unsecured notes (totaling $70 million
in principal amount) have sold their notes to the purchaser, and
have terminated their positions on the unofficial steering
committee of the holders of the notes.

This 48% purchaser has approached the Company and has expressed
interest in pursuing a long-term restructuring of the Company
and the Company is actively engaged in these discussions. The
Company characterizes these discussions as productive, but
cautions that there can be no assurance that an agreement,
arrangement or understanding can or will be reached with this
purchaser.

Seitel also said that it has sufficient liquidity to operate its
business. Presently, the Company has approximately $29 million
in cash on hand and unused lines of credit available to its
Canadian subsidiaries of approximately $2 million. In addition,
Seitel is engaged in negotiations to obtain $20 million of
debtor-in-possession financing merely as a standby credit
facility during the pendency of any bankruptcy.

The Company has 20 days to respond to yesterday's bankruptcy
petitions. Within that period, the Company's Board and
management in consultation with its expert legal and financial
advisors, will evaluate and in the exercise of its best business
judgment and taking into account its fiduciary obligations under
applicable law, determine a course of action in the best
interests of all of the Company's constituents. The Company
expects to elect to convert the involuntary bankruptcy cases
within the next twenty days to a voluntary case over which it
will have the exclusive right for a 120-day period (subject to
extension upon approval of the court) to propose its own plan of
reorganization.

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


SEITEL INC: Chapter 11 Involuntary Case Summary
-----------------------------------------------
Alleged Debtors: Seitel, Inc.
                 Datatel, Inc.
                 Seitel Data Corp.
                 Seitel Offshore Corp.
                 Seitel Geophysical, Inc.
                 Geo-Bank, Inc.
                 DDD Energy, Inc.
                 Alternative Communication Enterprises, Inc.
                 Seitel Gas & Energy Corp.
                 Seitel Delaware, Inc.
                 Seitel Management, Inc.
                 Seitel Power Corp.
                 Seitel Data, Ltd.
                 Seitel Natural Gas, Inc.
                 N360X, L.L.C.
                 Matrix Geophysical, Inc.
                 Exsol, Inc.
                 10811 S. Westview Circle Drive
                 #100, Building C
                 Houston, Texas 77043

Involuntary Petition Date: June 6, 2003

Case Numbers: 03-11723, 03-11724, 03-11725, 03-11726, 03-11727,
              03-11728, 03-11729, 03-11730, 03-11731, 03-11732,
              03-11733, 03-11734, 03-11735, 03-11736, 03-11737,
              03-11738, 03-11739

Chapter: 11

Court: District of Delaware       Judge: Peter J. Walsh

Petitioners' Counsel: Ronald J. Silverman, Esq.
                      Bingham McCutchen LLP
                      399 Park Avenue
                      New York, NY 10022-4689
                      Tel: 212-705-7000

Petitioners: American Investors Life Insurance Company
             699 Walnut Street
             Suite 300
             Des Moines, IA 50309-3945

             Connecticut General Life Insurance Company
             Donald F. Rieger, Jr., Managing Dir.
             c/o CIGNA Investments, Inc.
             280 Trumbull Street
             Hartford, CT 06103

             Life Insurance Company of North America
             Donald F. Rieger, Jr., Managing Dir.
             c/o CIGNA Investments, Inc.
             280 Trumbull Street
             Hartford, CT 06103

             The Guardian Life Insurance Company of America
             Brian Keating, Director, Fixed Income
             c/o The Guardian Life Insurance Co. of America
             7 Hanover Square, 20th Floor
             New York, NY 10004

             The Guardian Insurance & Annuity Company, Inc.
             Brian Keating, Director, Fixed Income
             c/o The Guardian Life Insurance Co. of America
             7 Hanover Square, 20th Floor
             New York, NY 10004

             Berkshire Life Insurance Company of America
             Brian Keating, Director, Fixed Income
             c/o The Guardian Life Insurance Co. of America
             7 Hanover Square, 20th Floor
             New York, NY 10004

             Fort Dearborn Life Insurance Company
             Brian Keating, Director, Fixed Income
             c/o The Guardian Life Insurance Co. of America
             7 Hanover Square, 20th Floor
             New York, NY 10004

             Massachusetts Mutual Life Insurance Company
             Richard C. Morrison, Managing Director
             By David L. Babson & Company, as Investment
              Adviser
             Bond Investment Dept.,
             1500 Main Street
             Springfield, MA 01115

             MassMutual Asia Limited
             Richard C. Morrison, Managing Director
             By David L. Babson & Company, as Investment
              Adviser
             Bond Investment Dept.,
             1500 Main Street
             Springfield, MA 01115

             C.M. Life Insurance Company
             Richard C. Morrison, Managing Director
             By David L. Babson & Company, as Investment
              Adviser
             Bond Investment Dept.,
             1500 Main Street
             Springfield, MA 01115

             MONY Life Insurance Company
             Michael Kurzyna, Partner
             J. Romeo & Co., as Nominee
             Securities Division
             1740 Broadway, 11th Floor
             New York, NY 10019

             MONY Life Insurance Company of America
             Michael Kurzyna, Partner
             J. Romeo & Co., as Nominee
             Securities Division
             1740 Broadway, 11th Floor
             New York, NY 10019

             Pan-American Life Insurance Company
             Rudy Revuelta
             601 Poydras Street
             New Orleans, LA 70130

             Phoenix Life Insurance Company
             Christopher M. Wilkos, Sr. VP
             One American Row
             Hartford, CT 06115

Amount of Claim: Not less than $79.6 Million


SEITEL INC: SEC Agrees to Lawsuit Settlement
--------------------------------------------
Seitel, Inc. (OTC Bulletin Board: SEIE; Toronto: OSL) announced
it has agreed to settle a lawsuit brought against it by the
Securities and Exchange Commission alleging violations of the
reporting, books and records, internal controls, and proxy
statement provisions of the Securities Exchange Act of 1934.  In
connection with the settlement and without admitting or denying
the allegations, Seitel has agreed to the entry of a final
judgment permanently enjoining it from violating such
provisions.  In determining to enter into the agreement the
Securities and Exchange Commission took into consideration the
fact that Seitel had promptly undertaken remedial action and
fully cooperated with the SEC staff.

Larry Lenig, President and CEO of Seitel, said, "We are pleased
to reach an agreement in this matter and put this past issue
firmly behind us.  The Company views this accord as further
evidence of its renewed focus on the future."


SHEFFIELD PHARMACEUTICALS: Files for Chapter 7 Bankruptcy
---------------------------------------------------------
Sheffield Pharmaceuticals, Inc. (Amex: SHM) announced that its
Board of Directors had authorized the Company to immediately
file for protection under Chapter 7 of the Federal Bankruptcy
laws. The Board determined to proceed with a Chapter 7
liquidation when efforts to obtain debtor-in-possession
financing from major creditors and shareholders were
unsuccessful. The American Stock Exchange suspended trading in
the Company's common stock on June 2, 2003.


SHEFFIELD PHARMACEUTICALS: Voluntary Chapter 7 Case Summary
-----------------------------------------------------------
Debtor: Sheffield Pharmaceuticals, Inc.
        3136 Winton Road South
        Suite 201
        Rochester, New York 14623

Bankruptcy Case No.: 03-22303

Type of Business: The Debtor is a developer of respiratory
                  drugs for the treatment of asthma and chronic
                  pulmonary disease.

Chapter 7 Petition Date: June 6, 2003

Court: Western District of New York (Rochester)

Judge: John C. Ninfo, II

Debtors' Counsel: John R. Weider, Esq.
                  Harter, Secrest & Emery LLP
                  1600 Bausch & Lomb Place
                  Rochester, NY 14604-2711
                  Tel: 585-232-6500

Total Assets: $1,243,984 (as of March 31, 2003)

Total Debts: $17,487,166 (as of March 31, 2003)


SKM LIBERTYVIEW: S&P Drops Class B Note Ratings to BB from BBB-
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class B floating-rate and class B fixed-rate notes issued by SKM
LibertyView CBO I Ltd., an arbitrage CBO transaction managed by
LibertyView Capital Management Inc., collateralized primarily by
high-yield bonds. At the same time, the ratings are removed from
CreditWatch, where they were placed April 9, 2003. Concurrently,
the rating on the class A-2 notes is affirmed and removed from
CreditWatch negative, where it was also placed April 9, 2003. At
the same time, the 'AAA' rating assigned to the class A-1 notes
is affirmed, based on a financial guarantee insurance policy
issued by Financial Security Assurance Inc.

The lowered ratings reflect factors that have negatively
affected the credit enhancement available to support the notes
since the transaction was originated in April 1999. These
factors include par erosion of the collateral pool securing the
rated notes and a negative migration in the overall credit
quality of the assets within the collateral pool.

As a result of asset defaults, the overcollateralization ratios
have deteriorated since the previous rating action Nov. 18,
2002. According to the most recent available monthly report
(May 15, 2003), the class A overcollateralization ratio is at
124.138%, versus the minimum required ratio of 125%, and
compared to a ratio of 128.364% at the time of the November 2002
rating action. The class B overcollateralization ratio is also
out of compliance, with a ratio of 107.094%, versus the minimum
required ratio of 110%, and compared to a ratio of 112.319% at
the time of the November 2002 rating action.

The credit quality of the collateral pool has also deteriorated
since the November 2002 rating action. Including defaulted
assets, approximately 30.0% of the assets in the portfolio
currently come from obligors rated 'CCC+' or below by Standard &
Poor's, compared to 22.92% at the time of the November 2002
rating action. In addition, Standard & Poor's noted that the
transaction is failing its Trading Model Test, a measure of the
overall credit quality within the portfolio and its ability to
support the ratings initially assigned to the liability tranches
issued by the CDO. The failure of the transaction to remain in
compliance with the Trading Model Test is a reflection of a
reduction in the overall credit quality of the assets within the
portfolio.

According to the May 15, 2003 monthly report, the weighted
average coupon generated by the assets in the portfolio is at
9.248%, versus a value of 9.216% at the time of the November
rating action. However, the coupon remains below the minimum
requirement of 9.60%.

Standard & Poor's has reviewed the results of the current cash
flow runs generated for SKM LibertyView CBO I Ltd. to determine
the level of future defaults the transaction can withstand under
various stressed default timing and interest rate scenarios
while still paying all of the interest and principal due on the
rated notes. When the results of these cash flow runs were
compared with the projected default performance of the
performing assets in the current collateral pool, it was
determined that the ratings assigned were no longer consistent
with the credit enhancement available, leading to the lowered
ratings. Standard & Poor's will continue to monitor the
performance of the transaction to ensure that the ratings
assigned reflect the credit enhancement available to support its
rated notes.

      RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

   SKM LibertyView CBO I Ltd.

                     Rating
     Class        To         From              Balance (Mil. $)
     B floating   BB         BBB-/Watch Neg              10.00
     B fixed      BB         BBB-/Watch Neg              25.00

      RATING AFFIRMED AND REMOVED FROM CREDITWATCH NEGATIVE

   SKM LibertyView CBO I Ltd.

                     Rating
     Class        To         From            Balance (Mil. $)
     A-2          AA         AA/Watch Neg             134.64

                        RATING AFFIRMED

   SKM LibertyView CBO I Ltd.

     Class    Rating     Balance (Mil. $)
     A-1      AAA                 85.272


UNIFORET INC: U.S. Noteholder Group to Appeal CCAA Plan Approval
----------------------------------------------------------------
UNIFORET INC. and its subsidiaries, Unifor^t Scierie-Pfte Inc.
and Foresterie Port-Cartier Inc., announced that a group of US
Noteholders will, on June 12, 2003, seek leave to appeal the
judgment rendered by the Superior Court of Montreal on
May 16, 2003, which judgment has sanctioned and approved their
plan of arrangement under the Companies' Creditors Arrangement
Act.

The Company intends to contest this motion for leave to appeal
and will have a new press release issued once the Court of
Appeal will have rendered its decision further to the
June 12, 2003 hearing.

Unifor^t Inc. manufactures softwood lumber. It carries on its
business through mills located in Port-Cartier and in the
P,ribonka area. Unifor^t Inc.'s securities are listed on the
Toronto Stock Exchange under the trading symbol UNF.A for the
Class A Subordinate Voting Shares, and under the trading symbol
UNF.DB for the Convertible Debentures.


UNITED AIRLINES: Court Approves $55MM Aircraft Sale to Dubai Air
----------------------------------------------------------------
United Airlines sought and obtained authorization to enter into
an Aircraft Purchase and Sale Agreement with Dubai Air Wing,
selling one Boeing 747-422 aircraft, bearing manufacturer's
serial number 26906 and U.S. registration number N109UA, for
$55,000,000.

Approximately 40% of the sale proceeds -- over $21,000,000 --
will be applied to the DIP Term Loan while 60% -- over
$31,000,000 -- will be applied to the DIP Revolving Loan.
(United Airlines Bankruptcy News, Issue No. 19; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


UNITED AIRLINES: Supports US-EU Transatlantic Aviation Agreement
----------------------------------------------------------------
United Airlines (OTC Bulletin Board: UALAQ) applauds a decision
by the European Union to begin negotiations with the United
States on a single transatlantic accord.

"A US-EU agreement is long overdue," said chairman, president
and chief executive officer Glenn Tilton.  "As the airline
industry struggles to overcome the current economic situation,
the US-EU negotiation creates an opportunity to lessen
regulatory burdens on the industry by lifting outdated
restrictions on foreign ownership and alliance operations."

The agreement also would allow United to serve new markets, such
as Spain and Greece, through its alliances with European
partners.  It will consolidate and improve upon nearly a dozen
separate open skies agreements between the United States and
individual EU countries.

"The time has now come for the United States and the European
Union to build on the success achieved during past years and
take a step towards a single aviation agreement," continued
Tilton.  "United is a major player in the transatlantic market,
and we are ready to work with governments on both sides to make
this agreement a reality."

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


UNIVERSAL GUARDIAN: Needs To Raise Funds to Sustain Operations
--------------------------------------------------------------
Universal Guardian Holdings Inc. states that its corporate
mission is clear: It is committed to the protection of human
life and military, government and commercial assets by providing
services, systems and technologies to detect, assess, prevent,
and mitigate security and terrorist threats worldwide.  To
accomplish this goal, the Company has established three
strategic corporate divisions:  Maritime Security Group,
Security Products and Systems Group, and Technology and
Engineering Group.

The management and advisory board have an extensive depth of
command and leadership experience in various areas of the
military, special operations, counter terrorism, law
enforcement, weaponry, advanced security technologies,
intelligence, White House administration, and international
business. With this uniquely  qualified team working in concert,
the Company believes it has the strategic access necessary to
develop products and services to meet the highly specialized
needs of city, state, national and international  organizations
responsible for critical infrastructure and asset protection. In
turn, management will implement the commercial applications of
those systems, technologies, and weapons.

                   RESULTS OF OPERATIONS

Revenue for the three months ended March 31, 2003 was $1,897,566
compared to $0 for the same period in 2002. The Company did not
commence generating significant revenue until the 4th quarter of
2002. With the contracts that have already been awarded plus
those that have been initially allocated and earmarked for the
installation of Company proprietary security systems in eight of
the U.S. Navy's critical harbors, Universal Guardian expects its
revenues in 2003 and 2004 to continue to increase.

Cost of revenue for the three months ended March 31, 2003 was
$1,493,149 compared to $0 for the same period in 2002.  Gross
margin for the three months ended March 31, 2003 was 21.3%
compared to 12.6% for the year ended December 31, 2002.  Gross
margin has improved as a result of expanded business base, the
Compand has become more efficient in fulfilling contract
obligations and improving the bidding and estimating procedures
for new contracts.

Selling general and administrative expenses for the three months
ended March 31, 2003 was $819,904 compared to $33,623 for the
same period in 2002.  Selling general and administrative
expenses began to increase  dramatically during the 4th quarter
of 2002 as the Company expanded the staff with core
competencies,  leased office space and incurred other operating
expenses to support contract performance and launch  operations.

Interest expense for the three months ended March 31, 2003 was
$8,060 compared to $0 for the same period in 2002.  Interest
expense relates to interest on the demand note from the Company
CEO and capital leases.

                LIQUIDITY AND CAPITAL RESOURCES

During 2002, Michael Skellern, the Company CEO advanced a total
of $180,633 to help fund operations. This debt is represented by
a demand note that accrues interest at 9% per annum and is
unsecured.

In October 2002, Universal Guardian obtained two bridge loan
notes from two stockholders. The notes were dated October 14,
2002 and accrue interest at 10% per annum, are secured by
virtually all Company assets and were due on January 14, 2003.
In January 2003 these bridge loans were converted into an
aggregate of 560,000 shares of Universal Guardian Corporation
Series A Preferred stock. In addition, as inducement to enter
into the bridge loans the Company issued 350,000 shares of
Universal Guardian Corporation Series A Preferred stock to the
bridge loan holders.

The Company is currently offering shares of Universal Guardian
Corporation Series A Preferred stock to accredited investors at
$1.25 per share.  In order to break escrow, it was required to
obtain subscriptions  for at least 1,000,000 shares or
$1,250,000.  The Company obtained the minimum amount of
subscriptions in  April 2003 and broke escrow.  It is continuing
the offering of Universal Guardian Corporation Series A
Preferred Stock and expects to raise an additional $1,750,000.
However, there is no assurance it will succeed in raising the
additional funds.

Universal Guardian Holdings Corporation has incurred net losses
since inception and at March 31, 2003 had negative working
capital. To continue in existence, it will have to raise
additional capital through the sale of equity or debt or
generate sufficient profits from operations, or a combination of
both.


US AGGREGATES: Nevada Court Approves Disclosure Statement
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada approved
U.S. Aggregates, Inc.'s Disclosure Statement as containing
adequate information about the Debtors' Joint Liquidating
Chapter 11 Plan.

As previously reported in the Troubled Company Reporter's June
3, 2003 issue, the Debtors filed their Plan and Disclosure
Statement with the Court contemplating liquidation of assets and
termination of the Company's existence.

The Disclosure Statement, the Court rules, contains adequate
information allowing all of the Debtors' creditors to arrive at
informed decisions as they vote to accept or reject the Plan.

A Hearing to consider confirmation of the Plan will convene
before the Honorable Gregg W. Zive, in Courtroom 1, 300 Booth
Street, Reno, Nevada, on July 10, 2003 at 2:00 p.m.

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


US AIRWAYS: EDS Demands $20 Mill. Administrative Expense Payment
----------------------------------------------------------------
William B. Finkelstein, Esq., at Hughes & Luce, in Dallas,
Texas, relates that during the period between the Petition Date
and the Effective Date, Electronic Data Systems Corporation
provided the US Airways Debtors with approximately $20,228,646
in services, which has not been paid yet.  This Administrative
Claim is payable in the ordinary course of business.

According to Mr. Finkelstein, the Administrative Claim comprises
of trade debt.  The Services were provided on unsecured credit
throughout the Administrative Period and are entitled to
treatment as administrative expenses under Section 503(b).

Therefore, EDS wants Judge Mitchell to declare the $20,288,646
receivable an administrative expense claim that the Reorganized
Debtors must pay immediately. (US Airways Bankruptcy News, Issue
No. 33; Bankruptcy Creditors' Service, Inc., 609/392-0900)


WEIRTON STEEL: Wants to Continue Workers' Compensation Program
--------------------------------------------------------------
In accordance with applicable West Virginia statutes, Weirton
Steel Corporation is required to pay into the West Virginia
Workers' Compensation Fund, a self-insured premium tax,
including:

    (a) an amount sufficient to pay Weirton's portion of the
        expense of administration of the self-insurance program;

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

    (c) an amount sufficient to pay Weirton's portion of the
        expenses of the disabled workers' relief fund; and

    (d) a sum sufficient to maintain as an advanced deposit an
        amount equal to the previous quarter's payments of each
        of the foregoing three amounts.

Mark E. Freedlander, Esq., at McGuireWoods LLP, in Pittsburgh,
Pennsylvania, relates that on an average monthly basis, Weirton
pays approximately $1,060,000 in self-insured workers'
compensation administration fees to the State of West Virginia,
catastrophic injury premium taxes and workers' compensation
benefits. Under West Virginia law, premium tax assessments are
special revenue taxes entitled to priority claims or
administrative expense claims subject to applicable provisions
under the Bankruptcy Code.

According to Mr. Freedlander, applicable West Virginia Statutes
require a participant under the self-insured workers'
compensation program to provide collateral security or bonding
for the benefit of the State of West Virginia and the Fund with
respect to prospective and retrospective liability.  The State
of West Virginia has calculated, on an actuarial basis,
Weirton's security obligation to the Fund for approximately
$7,109,144 for prospective liability and approximately
$40,470,515 for retrospective liability.

Frontier Insurance Company has issued a surety bond for
$10,629,496 on Weirton's behalf for the benefit of the State of
West Virginia and the Fund.  Notwithstanding the security
deficit, the State of West Virginia has determined that Weirton
is eligible to participate in the State's workers' compensation
self-insurance program.

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

Accordingly, Weirton seeks the Court's authority, in its sole
discretion, to continue its existing workers' compensation
program and to take necessary steps to provide for prepetition
claims arising under the self-insured program that become
payable postpetition to be processed and paid.

Mr. Freedlander asserts that it is critical that Weirton be
permitted to continue its workers' compensation program and
ensure that the Prepetition Claims continue to be processed and
paid.  If its current workers' compensation insurance program is
not maintained, Weirton would be required to make alternative
arrangements for workers' compensation coverage, almost
certainly at a substantially higher cost, because coverage is
required under the laws of West Virginia, with severe remedies
if any employer fails to comply with its laws.

In fact, if workers' compensation coverage is not maintained
without interruption, Mr. Freedlander fears that:

    (a) employees could bring lawsuits for potentially unlimited
        damages,

    (b) Weirton's ongoing business operations could be enjoined
        by the State of West Virginia, or

    (c) Weirton's officers could be subject to criminal
        prosecution.

However, Mr. Freedlander clarifies that Weirton is not seeking
authority at this time to pay the Fund security deficit amounts,
but instead pay premium taxes and Prepetition Claims.

In addition, Weirton seeks the Court's authority, in its sole
discretion, to pay all costs incident to the workers'
compensation program, including, but not limited to, processing
costs and accrued but unpaid prepetition charges for the
administration of the program charged by Acordia Employer
Services.  Weirton estimates that the aggregate amount of
Prepetition Processing Costs accrued, but unpaid, as of the
Petition Date were approximately $24,000.

Payment of the Prepetition Processing Costs is justified because
the failure to pay these amounts might disrupt services of
third-party providers with respect to the Workers' Compensation
program.  By paying the Prepetition Processing Costs, Mr.
Freedlander notes, Weirton may avoid even temporary disruptions
of services and ensure that its employees obtain all workers'
compensation benefits without interruption, and they will remain
in postpetition compliance with West Virginia's workers'
compensation statutes at all times.

Weirton further asks Judge Friend to authorize and direct all
applicable banks and other financial institutions, when Weirton
requests, in its sole discretion, to receive, process, honor and
pay any and all checks drawn on Weirton's accounts to pay the
Prepetition Processing Costs, whether the checks are presented
prior to or after the Petition Date, provided that sufficient
funds are available in the applicable accounts to make the
payments. (Weirton Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

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


WESTPOINT STEVENS: Cleared to Continue Cash Management System
-------------------------------------------------------------
John J. Rapisardi, Esq., at Weil Gotshal & Manges LLP, in New
York, relates that in the ordinary course of their businesses
and prior to the Petition Date, WestPoint Stevens Inc., and its
debtor-affiliates used a centralized cash management system to
efficiently collect, transfer, and disburse funds generated by
the borrowings and business operations among the various Debtors
and certain of their foreign subsidiaries. The Debtors
accurately record these collections, transfers, and
disbursements as they are made.  The cash management system
provides significant benefits to the Debtors including, inter
alia, the ability to:

      (i) control corporate funds;

     (ii) ensure the maximum availability of funds when
          necessary; and

    (iii) reduce borrowing costs and administrative expenses by
          facilitating the movement of funds and the development
          of more timely and accurate account balance
          information.

Specifically, under the Debtors' cash management system, Mr.
Rapisardi explains that funds collected by cash transactions at
individual store locations operated by WestPoint Stevens Stores
Inc. are deposited daily into separate local and depository bank
accounts.  In addition, WestPoint Stevens Stores Inc. maintains
two accounts to collect funds received from charge card and
check transactions at their stores.  Thereafter, funds are
transferred on a daily basis with respect to the Charge
Accounts, and on a weekly basis with respect to the Local
Accounts, to a master concentration account established by
WestPoint Stevens Inc. and maintained by Bank of America, N.A.

WestPoint Stevens Stores advance funds from the Master
Concentration Account to a series of disbursement accounts,
which include accounts for payroll, accounts payable, medical
benefits, trademark licensing rights, and other miscellaneous
expenses, to fund the various Debtors' continuing operations
and, when necessary, the Debtors' European subsidiaries'
operations.  Funds are advanced to the Disbursement Accounts by
WestPoint Stevens Stores to the extent needed to cover each
day's disbursements.

Mr. Rapisardi adds that WestPoint Stevens also maintains a
separate lockbox account for the collection of miscellaneous
receivables that are not subject to the existing credit facility
provided by the Debtors' prepetition senior lenders.  In
addition, two of the Debtors, WestPoint Stevens Inc. I and J.P.
Stevens Enterprises, Inc., own certain trademarks utilized in
the Debtors' business operations, and maintain custody and
royalty accounts related to the receipt of intercompany
trademark licensing payments.

WestPoint Stevens applies funds deposited in the Master
Concentration Account toward repayment of the obligations under
the Existing Credit Facility.  It is anticipated that the funds
deposited in the Master Concentration Account as of the Petition
Date will continue to be applied against obligations for debtor-
in-possession financing and for interest, fees and adequate
protection payments under the Existing Credit Facility.

Mr. Rapisardi tells the Court that the Debtors' cash management
procedures have been employed for a number of years and
constitute ordinary course, essential business practices.  The
cash management system provides significant benefits to the
Debtors, including, inter alia, the ability to continue
corporate funds, ensure the maximum availability of funds when
necessary, and reduce borrowing costs and administrative
expenses by facilitating the movement of funds and the
development of more timely and accurate account balance
information.  As a practical matter, because the Debtors conduct
operations through a number of subsidiaries that collect cash
and checks, it would be extremely difficult and expensive to
establish and maintain a different cash management system.

Accordingly, Judge Drain authorizes the Debtors to continue to
operate their centralized cash management system to facilitate
the Debtors' orderly entry into Chapter 11 and avoid many of the
disruptions and distractions that could divert the Debtors'
attention from pressing matters during the initial days of their
Chapter 11 cases. (WestPoint Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


WESTPOINT: Revises Report on Noteholder Restructuring Agreement
---------------------------------------------------------------
WestPoint Stevens Inc. (OTC Bulletin Board: WSPT) as previously
disclosed, has reached an agreement-in-principle with certain of
the holders of its outstanding senior notes with respect to
certain terms of a proposed restructuring of the Company, that
is to be implemented through the Company's current Chapter 11
cases. Such senior noteholders currently hold greater than the
majority of the aggregate principal amount of the Company's
outstanding senior notes, representing less than the majority of
the Company's outstanding unsecured debt as opposed to greater
than the majority as was previously announced.

WestPoint Stevens Inc. is the nation's premier home fashions
consumer products marketing company, with a wide range of bed
linens, towels, blankets, comforters and accessories marketed
under the well-known brand names GRAND PATRICIAN, PATRICIAN,
MARTEX, ATELIER MARTEX, BABY MARTEX, UTICA, STEVENS, LADY
PEPPERELL, SEDUCTION, VELLUX and CHATHAM -- all registered
trademarks owned by WestPoint Stevens Inc. and its subsidiaries
-- and under licensed brands including RALPH LAUREN HOME, DISNEY
HOME, GLYNDA TURLEY and SIMMONS BEAUTYREST. WestPoint Stevens is
also a manufacturer of the MARTHA STEWART and JOE BOXER bed and
bath lines. WestPoint Stevens can be found on the World Wide Web
at http://www.westpointstevens.com


WILLIAMS: Obtains New $800 Million Credit Facility
--------------------------------------------------
Williams (NYSE: WMB) announced that it has obtained a new $800
million cash-collateralized credit facility, primarily for the
purpose of issuing letters of credit.

The new credit facility replaced a $1.1 billion credit line
entered into last summer that was comprised of a $700 million
secured revolving facility and a $400 million secured letter of
credit facility.

The majority of the company's midstream gas and liquids assets
were security for the previous agreement that has now been
replaced by the new two- year, cash-collateralized $800 million
agreement.  The new agreement releases the midstream assets as
collateral.

                      About Williams

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


WORLDCOM: AT&T Calls Proposed SEC Settlement Woefully Inadequate
----------------------------------------------------------------
The proposed settlement between the Securities and Exchange
Commission (SEC) and WorldCom is a completely inadequate
response to a level of corporate malfeasance never before
witnessed in the history of America, said AT&T in comments being
filed in U.S. District Court. AT&T said the settlement protects
no one but WorldCom and is not commensurate with the irreparable
harms perpetrated against investors, creditors, and law-abiding
business enterprises.

"Congress designed the securities laws to protect investors, the
capital markets and ethical marketplace participants," said Jim
Cicconi, AT&T general counsel. "A $500 million payment for the
largest corporate fraud in history is certainly not commensurate
with the scale and scope of the fraud, and represents only a
paltry fraction of the hundreds of billions of dollars in losses
suffered by innocent shareholders, honest competitors and debt
holders."

In the court filing, AT&T said that WorldCom's fraudulent
activities related to two specific aspects of its business
practices -- (1) it provided false financial information to its
shareholders, the SEC and the marketplace; and (2) it falsely
reported to government regulators, the investor community and
its competitors the growth of Internet traffic, based on
proprietary information supposedly predicated on the amount of
traffic it was carrying over its network.

AT&T said that from the time WorldCom's fraud first came to
light, new revelations increasing the size of the fraud have
emerged on a regular basis. The accounting fraud perpetrated by
WorldCom is presently reported in the range of $9 billion to $11
billion and upon further investigation may go higher, said AT&T.
WorldCom's shareholders have lost $180 billion and its debt
securities holders stand to lose $18.5 billion as a result of
its fraud.

In addition, the ramifications of falsely reported Internet
traffic numbers have had a devastating impact on the
telecommunications industry. AT&T said that for years WorldCom
fraudulently reported that its Internet traffic doubled every
quarter. In fact, the U.S. Department of Commerce and the
Federal Communications Commission adopted the false Internet
traffic figures, which then served as the benchmark for the
industry. While WorldCom reaped tremendous financial rewards
from the investment community for its false reports of business
growth, the entire industry and investing public were harmed as
WorldCom's false traffic numbers led to irrational and
unjustified investments and the current fiber glut. AT&T said
that a calculation of the cost of this aspect of WorldCom's
fraud is conservatively estimated to be $1 trillion.

"WorldCom's fraudulent activities have quite simply been the
driving force behind the entire meltdown of the
telecommunications industry," said Cicconi. "All we're asking is
that the penalty assessed be proportionate to the significant
harms suffered by innocent Americans and business enterprises
that have played by the rules."

"The settlement proposed by the SEC enables WorldCom to benefit
from its egregious misconduct, and emerge from bankruptcy at a
competitive advantage over those who have maintained an ethical
standard of business conduct and followed the law. That's a
travesty of justice equal in magnitude to WorldCom's massive
fraud," said Cicconi.


WORLDCOM: CWA Presses Federal Court to Delay Settlement Decision
----------------------------------------------------------------
The Communications Workers of America called the proposed $500
million partial settlement between WorldCom Inc., and the
Securities and Exchange Commission "a slap on the wrist" for a
company that committed the largest case of corporate fraud in
U.S. history by misstating its earnings by at least $11 billion.

In public comments filed with U.S. District Court Judge Jed S.
Rakoff, who is overseeing the settlement process, CWA stressed
that the size of the civil penalty should be in the multi-
billion-dollar range, to be commensurate with the size of the
violation of the loss suffered by WorldCom's victims.

Investors lost $180 billion from WorldCom's fraud and
bankruptcy. However, "the proposed $500 million penalty would
allow WorldCom to emerge from bankruptcy with a cost structure
and balance sheet that would provide significant competitive
advantage to WorldCom over its competitors who did not commit
serious securities violations," CWA wrote.

The victims of this corporate fraud are equity investors --
retirees and future retirees, private and public pension funds -
- and workers throughout the telecom industry who lost jobs as
WorldCom's fraud destabilized the industry, CWA pointed out,
calling the settlement "woefully inadequate in light of the
magnitude of the violations and the huge losses suffered by the
victims."

CWA urged the court to move cautiously and postpone approval of
the financial settlement since "the true size and extent of
WorldCom's restated earnings is not yet known."


WORLDCOM/MCI: Stockholders' Boycott Grows By Over 1,000 per Day
---------------------------------------------------------------
A group of WorldCom stockholders has announced that over 4,500
customers of WorldCom/MCI Inc., (OTC Bulletin Board: WCOEQ,
MCWEQ), intend to cancel their long distance or internet service
if the company's current bankruptcy reorganization plan is
approved.

"There seems to be a groundswell of anger at big money's use of
the bankruptcy process to take assets from individual
stockholders," said Neal Nelson, Spokesperson for the
WorldCom/MCI Stockholders Group, "We are receiving over 1,000
emails a day indicating that people intend to cancel their
WorldCom/MCI service if the current bankruptcy plan is
approved."

"The WorldCom bankruptcy reorganization plan would essentially
eliminate the company's debt, but it would also transfer 100%
ownership of the 'new MCI' to the current bondholders and leave
the current WorldCom and MCI stockholders with nothing,"
continued Nelson, "The stockholders favor an alternate plan with
partial debt reduction, where the bondholders would get partial
ownership of the new company and the current stockholders would
be given some equity in the new firm."

"Through total domination of the bankruptcy committees, the
bondholders have prevented consideration of a compromise plan,"
added Nelson, "The only avenue left for effective protest
against this plan is to threaten a boycott of the 'new MCI'."

More information about this threatened boycott can be found on
the WorldCom/MCI Stockholder Web Site at http://www.wcom-iso.com

The stockholder group is totally independent and is not
sponsored by, associated with or endorsed by WorldCom/MCI, Inc.,
any of its officers or affiliated companies.


WRC MEDIA: S&P Places Low-B Level Ratings on Watch Negative
-----------------------------------------------------------
Standard & Poor's Ratings Service placed its ratings on WRC
Media Inc., including its 'B+' corporate credit rating, on
CreditWatch with negative implications.

New York, New York-based WRC Media is a supplemental education
publisher serving the school, library, and home markets. Total
debt and preferred stock as of March 31, 2003, was $392 million.

"The CreditWatch listing reflects weak debt service measures,
tightening bank covenants, and the lackluster outlook for
supplemental educational funding, which is likely to undermine
profitability over the near term," said Standard & Poor's credit
analyst Hal Diamond. Kindergarten through twelfth grade funding
is being curtailed by growing state budget deficits, which have
been causing reductions in state and local educational spending,
including purchases of supplemental educational materials.

A decline in operating performance would place pressure on debt
leverage and may reduce the compliance cushion within bank
covenants. The restricted group actual debt to EBITDA ratio was
5.27x for the fiscal quarter ended March 31, 2003, while the
debt to EBITDA ratio covenant steps down to 5.50x from 5.75x on
Sept. 30, 2003, and to 5.0x on Dec. 31, 2003.

EBITDA has been relatively flat during the past two years, while
the original rating anticipated substantial growth in EBITDA.
The company expects revenues will be flat to down 3%-4% for the
first half of 2003 due to weak education funding. EBITDA
coverage of interest expense was 1.7x for the 12 months ended
March 31, 2003. EBITDA coverage of interest and pay-in-kind
preferred dividends was thin at 1.1x for the same period, while
debt and preferred stock to EBITDA was 7.8x. The company faces
significant debt maturities in 2005, and the 15% senior referred
stock due 2011 requires cash interest payments commencing in
March 2005. The failure to pay in full four consecutive or six
quarterly cash dividends would give holders of the preferred
stock the right to elect one additional member on WRC Media's
board of directors.

Standard & Poor's will reevaluate the company's future business
and financial strategies, as well as its operating outlook in
completing the CreditWatch review.


* CCCI Says 73% of Americans Support Tougher Bankruptcy Laws
------------------------------------------------------------
Almost three quarters of Americans (73%) are in favor of
bankruptcy legislation which would make it much more difficult
for debtors to discharge their debts and get a fresh start,
according to the Cambridge Consumer Credit Index.  Conversely,
27% are against pending bankruptcy laws.  Of those polled, 79%
say that if the legislation was enacted, it would deter them
from filing for bankruptcy while 21% would be more likely to
file for bankruptcy.

This year's results shows strengthening support for toughened
bankruptcy laws. In June 2002, 69% were in favor and 31% were
against the legislation. This law has been passed by the U.S.
House of Representatives and awaits action in the Senate.

"Despite the weak economy and rising unemployment, the Index
survey demonstrates a vast majority of Americans favor
toughening bankruptcy laws, perhaps because they feel that too
many people are filing for bankruptcy who have the ability to
repay their debts and have been getting off the hook too easily.
In the last 12 months, a record 1.6 million Americans have filed
for bankruptcy, partly out of fear that it will become far more
difficult to do so if this bill becomes law. Clearly, many
Americans resent this rush to the bankruptcy courts," says
Jordan Goodman, spokesperson for the Index.

These findings are the result of monthly nationwide telephone
poll of 1000+ adults conducted by ICR/International
Communications Research in the past week, sponsored by the Debt
Relief Clearinghouse.

The overall Cambridge Consumer Credit Index increased by five
points from May to 61. The Index rose in two of the three
component questions. The "Reality Gap," which is the difference
between the amount of debt consumers say they will pay off in
the next month compared to the amount of debt they actually pay
off a month later, widened to eleven points, reversing its
three-month narrowing trend. A month ago, 79% of Americans
planned to pay off debt, while a month later 68% actually did
so.

The Cambridge Consumer Credit Index is a forward looking
economic indicator gauging consumer spending and debt. It is
released on the fifth business day of every month to coincide
with the Federal Reserve Board's G19 release of consumer credit
outstanding data.

In conjunction with the Index, the Cambridge Credit Counseling
Corp. is releasing its monthly survey of people who have called
in for credit counseling services over the past month. Cambridge
representatives ask callers for the primary reason that they
found it necessary to get help with their debts now. Of the 1085
people who answered, this was the order of their responses:

  1. I am frustrated with high bank rates and fees (28.1%)

  2. My income has been reduced from a lower salary, less
     overtime or layoff (23.4%)

  3. I want to improve my ability to achieve future financial
     goals like buying a house or saving for retirement (14.6%)

  4. I got into too much debt by overspending (12.9%)

  5. My lack of financial education caused me to take on too
     much debt (8.1%)

  6. Other reasons (5.1%)

  7. Large medical expenses forced me to take on huge debts
     (4.8%)

  8. My recent divorce or widowhood forced me to take on large
     debts (2.3%)

For more information on the survey see
http://www.cambridgeconsumerindex.com/camsurvey.htm

The Cambridge Consumer Credit Index number is a composite of
these three questions:

  1. In the past month, have you taken on more debt or paid off
     debt? The Index reads 64 on this question, a jump of
     fourteen points from May. In June 32% of Americans say they
     have taken on more debt, with 22% taking on a little and
     10% taking on a lot more debt. Conversely, 68% of Americans
     have paid off debt, with 48% paying off a little and 20%
     paying off a lot. The reading is considerably higher than
     May, when 25% of consumers had taken on more debt while 75%
     had paid off debt.

  2. In the next month, do you anticipate taking on more debt or
     paying off debt? The Index reads 40 on this question, a
     drop of 2 points from May.  In June, 20% plan to take on
     more debt, with 4% planning to take on a lot and 16%
     planning to take on a little debt. Conversely, 80% plan to
     pay off debt, with 65% paying off a little and 16% paying
     off a lot. In May, 21% planned to take on debt and 79%
     planned to pay off debt.

  3. In the next six months, do you expect to take on debt
     because you are thinking of making a major purchase such as
     a car, education, appliance, medical procedure, furniture
     or carpeting? The Index reads 80 on this question, a rise
     of four points from May. In June, 40% of Americans plan to
     take on more debt to make such purchases, with 11% taking
     on a lot of debt and 29% taking on a little more debt. In
     contrast, 60% of Americans plan to pay off debt in the next
     six months, with 41% expecting to pay off a little and
     19% expecting to pay off a lot. In May, 38% of Americans
     planned to take on more debt, while 62% planned to pay off
     debt.

"The June Index reading is the biggest change in the overall
index since August 2002, indicating a growing consumer
confidence. The combination of the end of the Iraqi war,
potential savings from the new tax cut legislation and a more
robust stock market seems to have given consumers more
willingness to go into debt to buy the things they want and
need. The widening of the Reality gap is also an indication that
consumers are taking on more debt and once again paying their
debts off less than they intended too," says Jordan Goodman,
spokesperson for the Index.

The Index survey is conducted by ICR (International
Communications Research) of Media, Pennsylvania over five days
in the week before the Index is released. Over 1000 households
are polled based on random-digit dialing, with all demographic
and regional groups in America fairly represented. The Index has
a margin of error of plus or minus three percentage points.

For more information about the Cambridge Consumer Credit Index,
contact media relations representative Paramjit Mahli at
pmahli@cambridgeconsumerindex.com or 631-786-6450, or economist
Allen Grommet, who provides an economic analysis of Index
results, at agrommet@cambridgeconsumerindex.com or 800-804-0575,
or the Index website at www.cambridgeconsumerindex.com.
Consumers wishing to find out more about Debt Relief
Clearinghouse referral services should call 1-888-4DEBTHELP or
visit http://www.debtreliefonline.com.


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

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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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