TCR_Public/030611.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, June 11, 2003, Vol. 7, No. 114

                           Headlines

ABN AMRO: Fitch Affirms B Rating on Class B-4 P-T Certificates
ADELPHIA BUSINESS: Plan Filing Exclusivity Extended to July 31
ADELPHIA COMMS: US Trustee Amends Creditor Committee Membership
ADVANCED TECHNOLOGY: Dec. 31 Balance Sheet Upside-Down by $8MM
ALLIANCE TOBACCO: Asks Court to Fix July 30 as Claims Bar Date

ALLIS-CHALMERS: March 31 Working Capital Deficit Tops $12 Mill.
AIRNET COMMS: Obtains $16MM in Senior Debt Financing from TECORE
AKORN INC: Elects Arthur S. Przybyl as Chief Executive Officer
AMERICAN FIRE: Insufficient Capital Raises Going Concern Doubt
AMES DEPARTMENT: Court Okays Stein Simpson as Special Counsel

AMPLIDYNE INC: Cash Insufficient to Meet Current Obligations
ARIBA INC: Calderoni to Present at Bear Stearns Conference Today
ATMI INC: Names Bob Chaney as New Senior VP and General Manager
BETHLEHEM STEEL: Court Fixes July 11 as Employee Claims Bar Date
BRIDGE: Plan Administrator Balks at McGraw-Hill's $1.5MM Claim

BUDGET GROUP: Secures Fourth Extension of Exclusive Periods
CENTENNIAL COMMS: Planning Private Placement of Senior Notes
CHIQUITA BRANDS: Promotes Jeff Filliater to SVP of Fresh America
CLAYTON HOMES: Reports May 2003 Preliminary Operating Results
COLD METAL: Brings-In Edward Lewis Inc. as Ohio Property Broker

CONGOLEUM CORP: Amends Agreement to Settle Asbestos Claims
CRYOPAK INDUSTRIES: Negotiating Amendment to Convertible Loan
DELTAGEN INC: Landlord Terminates Lease Forbearance Agreement
ENRON: Court OKs Stipulation Fixing Future Info Sharing Protocol
EVELETH MINES: Wants Blessing to Use Wells Fargo Cash Collateral

FEDERAL-MOGUL: Court Approves Asbestos Claims Settlement Pact
FIBERCORE INC: Fails to Comply with Additional Nasdaq Guidelines
FLEMING: Wants Lease Decision Period Extended to September 30
GAP INC: Brings-In Susan Wayne as Head of Old Navy Marketing
GENTEK INC: UST Appoints Tort Claimants to Creditors' Committee

GERDAU AMERISTEEL: Pursuing $750-Mill. Refinancing Transactions
GLOBAL CROSSING: Court Clears Settlement with Computer Sciences
GO ONLINE NETWORKS: March 31 Net Capital Deficit Stands at $3MM
GREAT LAKES AVIATION: May 2003 Revenue Passenger Miles Drop 10%
HOLIDAY RV: Reconstitutes Board and Appoints New Chair and CEO

HOLLINGER INC: Terminates Exchange Offer for Ser. IV Preferreds
INTEGRATED HEALTH: Taps Trans Health as Healthcare Consultants
JAZZ PHOTO: Hires Greenberg & Kahr as Special Corporate Counsel
KMART CORP: Takes Action to Challenge $243 Mill. in Tax Claims
LARRY'S STANDARD BRAND: Voluntary Chapter 11 Case Summary

LEAR CORP: Appoints Wendy L. Foss Assistant Corporate Controller
LUCENT: Over-Allotment Option in Senior Debt Offering Exercised
M/I SCHOTTENSTEIN: Fitch Affirms Sr Unsecured Debt Rating at BB
MAGNUM HUNTER: Completes Divestiture of So. Louisiana Properties
MEDMIRA INC: Completes Arrangements for $625,000 Loan Financing

MEDSOLUTIONS: Names Suzanne M. Kane as New Regional Vice-Pres.
METROMEDIA FIBER: Targets Mid-August for Plan Confirmation
MITEC TELECOM: Settles Indemnification Claim with Com Dev Int'l
MOSAIC GROUP: Ontario Court Extends CCAA Protection to July 15
NATIONAL STEEL: Court Confirms Retiree Committee Appointment

NATIONSRENT INC: Secures Approval for Bombardier Financing Pact
NRG ENERGY: Final Cash Collateral Hearing Set for June 18, 2003
NUWAY MEDICAL: Nasdaq Delists Shares Effective June 10, 2003
ORION REFINING: Brings-In Vinson & Elkins as Special Counsel
OWENS CORNING: Has Until Dec. 4 to Make Lease-Related Decisions

PACIFIC GAS: Court OKs Settlement Agreement with Covanta et al.
PARTS PLUS: Delaware Court Fixes July 7, 2003 as Claims Bar Date
P.D.C. INNOVATIVE: Latest SEC Filing Describes Feeble Finances
PENN TRAFFIC: Hires Steven Panagos of Kroll Zolfo as CRO
PSC INC: Bankruptcy Court to Consider Plan on June 19, 2003

QWEST COMMS: Closes New $1.75 Billion Senior Term Loan Facility
RCN CORP: Arranges New Evergreen Senior Secured Credit Facility
ROWECOM: Files Plan and Disclosure Statement in Massachusetts
SMART WORLD: Doesn't Consent to Juno Litigation Settlement
SPANTEL COMMS: Needs Fresh Funds to Continue Operations

SUN WORLD: August 29, 2003 General Claims Bar Date Established
SUNBLUSH TECH: Sells Scalime France Unit to Solphen for $1.4MM
TECO ENERGY: Commencing Unsecured Notes Offering This Week
TROLL COMMS: Wants Nod to Continue Using Sobel for Tax Work
TYCO: Names Ron Krisanda President of Safety Products Group Unit

UNITED AIRLINES: HSBC Seeks Stay Relief to Make L.A. Payments
UNITY WIRELESS: Voluntarily Discontinues Listing on TSX-V
VIDEO NETWORK: Resources Insufficient to Continue Operations
WEIRTON STEEL: Earns Nod to Employ Ordinary Course Professionals
WESTPOINT STEVENS: Honoring Prepetition Employee Obligations

WILLIAMC COS.: Completes Exchange Offer for 8.125% & 8.75% Notes
WORLDCOM INC: Watchdog Group Urges Court to Consider Apt Penalty
WORLDCOM INC: Chairman and CEO Comments on Investigative Reports
WORLDCOM INC: MCI Board Comments on Special Committee Report
WORLDCOM: Rep. Meeks & Panel Urge Court to Nix SEC Settlement

XCEL ENERGY: Fitch Ups Low-B Debt Ratings After Credit Review
XENICENT INC: Needs New Capital Infusion to Continue Operations

* Jefferies Hires Leland Westerfield to Cover Media Companies
* PwC Sells BPO International Operations to Exult for $17 Mill.
* Top Insurance Litigator James Fitzgerald Joins Stroock

* Meetings, Conferences and Seminars

                           *********

ABN AMRO: Fitch Affirms B Rating on Class B-4 P-T Certificates
--------------------------------------------------------------
Fitch Ratings has upgraded four classes and affirmed three
classes of ABN AMRO Mortgage Corporation residential mortgage-
backed certificates, as follows:

ABN AMRO, mortgage pass-through certificates, series 2001-6

         -- Class A affirmed at 'AAA';

         -- Class M upgraded to 'AAA' from 'AA';

         -- Class B-1 upgraded to 'AAA' from 'A';

         -- Class B-2 upgraded to 'A+' from 'BBB';

         -- Class B-3 upgraded to 'BBB-' from 'BB';

         -- Class B-4 affirmed at 'B'.

ABN AMRO (AMAC.) mortgage pass-through certificates, series
2001-7

         -- Class A affirmed at 'AAA'.

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


ADELPHIA BUSINESS: Plan Filing Exclusivity Extended to July 31
--------------------------------------------------------------
Over the last few months, Adelphia Business Solutions, Inc., and
its debtor-affiliates have made substantial and meaningful
progress toward the negotiation of a consensual plan of
reorganization with the statutory committee of unsecured
creditors and the informal committee of holders of 12-1/4%
Secured Notes issued by ABIZ due 2004.  Indeed, negotiations
progressed so favorably that the Debtors, with the consent of
the Committees, issued a press release in March 2003, announcing
an agreement in principle reached with the Committees regarding
the terms and conditions of a plan of reorganization.
Accordingly, pending the resolution of certain remaining -- but
substantial -- issues that will necessarily affect the terms of
a plan of reorganization, the Debtors anticipate being able to
file a plan of reorganization in the near term, but require
additional time to complete, with input from the Committees, the
plan formulation process.

By this motion, the Debtors ask the Court to extend their
Exclusive Filing Period to and including September 30, 2003 and
their Exclusive Solicitation Period to and including
November 28, 2003.

According to Judy G.Z. Liu, Esq., at Weil Gotshal & Manges LLP,
in New York, the overlay of the complex issues arising from the
Chapter 11 case filed by the ABIZ Debtors' former parent,
Adelphia Communications Corporation, necessarily have made the
ABIZ Chapter 11 cases complex as well.  The ABIZ Debtors have
not yet completed with ACOM the challenging process of
identifying with finality the assets, services, and obligations
that each owns or is liable for, as applicable, which is a
fundamental predicate to the ABIZ Debtors' reorganization
process.  As this Court is well aware, the process of resolving
these overriding operational issues is highly complex and time-
consuming.  The dialogue that ABIZ has been having on an ongoing
basis with ACOM with regard to these issues has recently been
hindered as a result of the ABIZ Committees raising with ACOM
several potentially litigable controversies.  ACOM is apparently
reluctant to continue discussions with ABIZ on the operational
front until ACOM has more certainty as to the nature and extent
of the Committees' assertions and intentions.  The resolution of
these significant matters requires additional time and the
attention of all of the parties, and will necessarily affect the
terms and provisions of a proposed Chapter 11 plan.

The Debtors are also continuing their long-standing efforts to
resolve their disputes with the Incumbent Local Exchange
Carriers.  Substantial progress has been made, and certain
issues have been resolved.  However, these disputes have been
further complicated, given that certain of the disputes involve
issues whose outcome affects ACOM as well as ABIZ.  While the
Debtors remain hopeful that a consensual resolution can be
reached, these issues continue to consume an inordinate amount
of the Debtors' time and resources.

Ms. Liu states that the Debtors have taken the initiative of
trying to resolve the large and highly disputed claims of
several of its major trade creditors.  Over the past few months,
the Debtors have been holding discussions with these parties
with a view toward reaching a global settlement with each of
them.  The Debtors believe that substantial progress has been
made, but the process requires more time to unfold.

Finally, the Debtors have had to contend with and overcome the
considerable challenges posed by any "ordinary" Chapter 11 case,
including, but not limited to, the evaluation of executory
contracts and unexpired leases for the purposes of Section 365
of the Bankruptcy Code, resolving issues with landlords and
trade vendors, and maintaining the overall level of operability
that is required to survive in the non-bankruptcy business
world, all with a streamlined work force and the additional
pressures brought to bear on them by these filings.

Ms. Liu emphasizes that the Debtors' cases are of the complexity
that Congress and the courts contemplated as warranting an
extension of the Exclusive Periods.  As with other complex
reorganization cases, the previous extensions of the Exclusive
Periods have not afforded the Debtors adequate time to develop a
consensual Chapter 11 plan.  The sheer complexity of the
Debtors' Chapter 11 cases, standing alone, constitutes
sufficient cause to extend the Exclusive Periods.  All of these
matters require more time to bring to closure so that the plan
of reorganization ultimately filed is a complete and meaningful
one, not just a "placeholder" filed as a tactic to preserve
exclusivity.

Ms. Liu reminds the Court that it established April 2, 2003 as
the general deadline for filing proofs of claim against the
Debtors.  The deadline for filing claims just recently expired,
and management has had little opportunity to analyze the nature
and extent of the very claims that will be treated under the
plan of reorganization.  A short extension will enable the
Debtors to advance the claims reconciliation process by
preparing objections to certain claims and making determinations
that may impact the size of the disputed claims reserve, all of
which will put the estate in the best possible position at the
time the plan is filed.

"The termination of the Exclusive Periods at this juncture would
undermine and impair the substantial reorganization efforts that
the Debtors have undertaken thus far," Ms. Liu warns.  "Given
these circumstances, the requested extension of the Exclusive
Periods is clearly warranted."

Ms. Liu maintains that the Debtors have conducted their affairs
in a manner consistent with their fiduciary obligations, and
have demonstrated good faith in their efforts to communicate
with all interested parties at this critical stage of the
reorganization. Granting an extension of the Exclusive Periods
will not give the Debtors unfair bargaining leverage over
creditor constituencies. Instead of prejudicing any party-in-
interest, this extension will, in fact, afford the Debtors an
opportunity to propose, in consultation and in virtual
partnership with the Creditors' Committee and the 12-1/4
Committee, a meaningful and confirmable Chapter 11 plan.  Thus,
failure to extend the Exclusive Periods as requested would
defeat the very purpose of Section 1121 of the Bankruptcy Code -
- i.e., to provide the debtor with a reasonable opportunity to
negotiate with creditors and other parties-in-interest and
propose a confirmable Chapter 11 plan.

Ms. Liu admits that there are several unresolved issues
involving ACOM, the ILECs, and other major creditors.  Absent
resolution of certain of these key issues, a meaningful and
confirmable plan of reorganization will not be proposed at this
juncture.  Taken together, these unresolved contingencies
demonstrate that an extension of the Exclusive Periods is
warranted and necessary.

Ms. Liu assures the Court that the Debtors have sufficient
liquidity to pay -- and are paying -- their postpetition bills
as they come due in the ordinary course.

Since the last exclusivity extension, Ms. Liu claims that the
Debtors have continued to take affirmative and effective steps
towards streamlining their businesses.  Through prudent business
decisions and cash management, the Debtors have ample resources
to meet their projected postpetition payment obligations.  With
the additional realizations of cash from the various asset
sales, including the Gateway Sale, the Debtors have sufficient
cash to fund its operations.  The Debtors have disposed, or are
in the process of disposing, of non-profitable and non-core
assets and businesses, all in an effort to maximize value,
reduce expenses, and target cash flow positive operations.
Thus, the Debtors are managing their businesses effectively and
are preserving -- indeed, enhancing -- the value of their assets
for the benefit of creditors.

                        *     *     *

After due consideration, Judge Gerber extends the Debtors'
Exclusive Filing Period to and including July 31, 2003 and the
Exclusive Solicitation Period to and including September 30,
2003. (Adelphia Bankruptcy News, Issue No. 35; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ADELPHIA COMMS: US Trustee Amends Creditor Committee Membership
---------------------------------------------------------------
Pursuant to Section 1102 of the Bankruptcy Code, the United
States Trustee for Region 2 amends her appointment of the
Official Committee of Unsecured Creditors of Adelphia
Communications by replacing Scientific Atlanta Inc. and Capital
Research Management Company with C-COR.net and The Blackstone
Group L.P. effective May 15, 2003.  The Committee will now
consist of:

   1. Appaloosa Management, LP
      26 Main Street, Chatham, NJ 07928
      Attn: James Bolin
      Phone: (973) 701-7000   Fax: (973) 701-7309

      Counsel: Akin Gump Strauss Hower & Feld, L.L.P.
               590 Madison Avenue, New York, New York 10022
               Attn: Daniel Golden, Esq.
               Phone: (212) 872-8010

   2. W. R. Huff Asset Management Co., L.L.C.
      67 Park Place, Morristown, NJ 07960
      Attn: Edwin M. Banks, Senior Portfolio Manager
      Phone: (973) 984-1233   Fax: (973) 984-5818

      Counsel: Kasowitz, Benson, Torres & Friedman LLP
               1633 Broadway, New York, New York 10019-6799
               Phone: (212) 506-1700   Fax: (212) 506-1800

               Klee Tuchin & Bogdanoff & Stern LLP
               1880 Century Park East, Los Angeles, CA 90067-1698
               Phone: (310) 407-4000   Fax: (310) 407-9090

   3. MacKay Shields LLC
      9 West 57TH Street, New York, New York 10019
      Attn: Ben Renshaw, Associate Director
      Phone: (212) 230-3836   Fax: (212) 754-9187

   4. Law Debenture Trust Company of New York
      767 Third Avenue, 31st Floor, New York, New York 10017
      Attn: Daniel R. Fisher, Senior Vice President
      Phone: (212) 750-6474   Fax: (212) 750-1361

      Counsel: Seward & Kissel LLP
               One Battery Park Plaza
               New York, New York 10004
               Attn: Ronald L. Cohen, Esq.
               Phone: (212) 575-1515

   5. U.S. Bank National Association, as Indenture Trustee
      1420 Fifth Avenue, 7th Floor, Seattle, WA 98101
      Attn: Diana Jacobs, Vice President
      Phone: (206) 344-4680   Fax: (206) 344-4632

      Counsel: Sheppard, Mullin, Richter & Hampton LLP
               333 South Hope Street, Los Angeles, CA 90071-1448
               Attn: David J. McCarty, Esq.
               T. William Opdyke, Esq.
               Phone: (213) 617-1780   Fax: (213) 620-1398

   6. Home Box Office
      1100 Avenue of the Americas, New York, New York 10036
      Attn: Stephen L. Sapienza
      Phone: (212) 512-1680   Fax: (212) 512-1986

      Counsel: Paul, Weiss, Rifkind, Wharton & Garrison
               1285 Avenue of the Americas, New York 10019
               Attn: Steve Shimshak, Esq.
               Phone: (212) 373-3133   Fax: (212) 373-2136

   7. Viacom
      1515 Broadway, New York, New York 10036
      Attn: J. Kenneth Hill, Vice President, Ass't. Treasurer
      Phone: (212) 258-6000

      Counsel: Paul, Weiss, Rifkind, Wharton & Garrison
               1285 Avenue of the Americas, New York 10019
               Attn: Brendan D. O'Neill, Esq.
               Phone: (212) 373-3125

   8. Franklin Advisers, Inc.
      One Franklin Parkway, San Mateo, CA 94403
      Attn: Richard L. Kuersteiner, Associate General Counsel
      Phone: (650) 312-4525   Fax: (650) 312-7141

   9. C-COR.net
      60 Decibel Road, State College, PA 16801
      Attn: Bill Hanelly
      Phone: (814) 231-4421   Fax: (814) 231-6501

  10. Fidelity Management & Research Company
      82 Devonshire Street, Mail Zone E20E, Boston, MA 02109
      Attn: Nate Van Duzer
      Phone: (617) 392-8129   Fax: (617) 476-5174

  11. The Blackstone Group, L.P.
      345 Park Avenue, New York, New York 10154
      Attn: Mark T. Gallogly
      Phone: (212) 583-5000   Fax: (283) 583-5913
(Adelphia Bankruptcy News, Issue No. 35; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

Adelphia Communications' 10.875% bonds due 2010 (ADEL10USR1) are
trading at about 57 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ADEL10USR1
for real-time bond pricing.


ADVANCED TECHNOLOGY: Dec. 31 Balance Sheet Upside-Down by $8MM
--------------------------------------------------------------
Advanced Technology Industries, Inc. has incurred losses from
operations since inception. Management anticipates incurring
substantial additional losses in 2003. Further, the Company may
incur additional losses thereafter, depending on its ability to
generate revenues from the licensing or sale of its technologies
and products, or to enter into any or a sufficient number of
joint ventures. The Company has no revenue to date. There is no
assurance that the Company can successfully commercialize any of
its technologies and products and realize any revenues
therefrom. The Company's technologies and products have never
been utilized on a large-scale commercial basis and there is no
assurance that any of its technologies or products will receive
market acceptance. There is no assurance that the Company can
continue to identify and acquire new technologies. As of
December 31, 2002, the Company had an accumulated deficit since
inception of $21,453,320 and a working capital deficiency and
stockholders' deficiency of approximately $7,955,000 and
$7,967,000, respectively.

Management's business plan will require additional financing. To
support its operations during 2002, the Company borrowed monies
from investors and certain stockholders in the amount of
$1,234,082, sold a minority interest in its subsidiary Reseal
for $125,000 and received $21,000 for the exercise of stock
options. The Company is exploring other financing alternatives,
including private placements and selling a portion of the
Company to an outside party.

While no assurance can be given, management believes the Company
can raise adequate capital to keep the Company functioning
during 2003. No assurance can be given that the Company can
continue to obtain any working capital, or if obtained, that
such funding will not cause substantial dilution to shareholders
of the Company. If the Company is unable to raise additional
funds, it may be forced to change or delay its contemplated
marketing and business plans. Being a start-up stage entity, the
Company is subject to all the risks inherent in the
establishment of a new enterprise and the marketing and
manufacturing of a new product, many of which risks are beyond
the control of the Company. All of the factors discussed above
raise substantial doubt about the Company's ability to continue
as a going concern.

The Company acquires interests in a portfolio of technologies
and companies. Daily operation of the companies in which it has
stock ownership is handled directly by each company's existing
management. All acquired technologies and companies function
fully autonomous of Advanced Technology Industries. When the
Company acquires an interest in a company, it negotiates for
representation on its Board of Directors. The Company's
designated representative is responsible for monitoring all
aspects of its investment and reporting material events directly
to Advanced Technology's Board of Directors. In instances where
it owns a controlling interest in a portfolio company, it has
the ability to direct the development, marketing, and
commercialization of products. However, where it owns only a
minority interest or does not otherwise exercise control over a
portfolio company it must rely upon and be governed by the
decisions of management of those companies concerning those
matters. In addition, where it has a non-controlling interest in
a portfolio company, in the absence of other agreements (such as
revenue sharing agreements), it will earn revenues from the
portfolio company only in the form of dividends which may be
declared by the portfolio company and the declaration of said
dividends are solely within the discretion of the Board of
Directors of the portfolio company.

The Company has not generated any revenues from any of its
acquired technologies, and, as stated above, it is currently
operating at a loss. It will require additional funding to
achieve its growth objectives. If it does not receive additional
funding, it will not be able to pursue the intended marketing
plan and, in such case, may not be able to successfully conduct
its operations. There is no assurance that it will be successful
in marketing any of its technologies or in generating any
meaningful revenues from operations.


ALLIANCE TOBACCO: Asks Court to Fix July 30 as Claims Bar Date
--------------------------------------------------------------
Alliance Tobacco Corporation wants the U.S. Bankruptcy Court for
the Western District of Kentucky to schedule a Claims Bar Date
by which all of its creditors who wish to assert a claims
against the estate, must file their proofs of claim or be
forever barred from asserting that claim.

The Debtor relates that it has numerous creditors, and is
beginning the process of drafting its Plan and Disclosure
Statement.  The Debtor hopes to begin making distributions to
its creditors in the near future, and it will be necessary to
know the amount of all allowed claims before distribution can be
made.

In this connection, the Debtor wants the Court to fox July 30,
2003 as the date by which any entity whose claim is listed as
contingent, unliquidated or disputed or unknown in the
Schedules, and who desires to have that claim allowed in this
case, must file a formal proof of claim.

Included in the Bar Date are those claims:

      a) arising out of the rejection by Debtor of an executory
         contract or unexpired lease, or

      b) arising out of the default in or breach of an executory
         contract or unexpired lease of Debtor which has not been
         assumed with approval of this Court, or

      c) for administrative priority expenses of this
         Chapter 11 proceeding.

All proofs of claim to be considered timely-filed must be sent
to:

      The Bankruptcy Clerk:

           U.S. Bankruptcy Court Clerk
           546 U.S. Courthouse
           601 W. Broadway
           Louisville, Kentucky 40202

                - and -

      Counsel for the Debtor:

           Cathy S. Pike, Esq.
           Weber & Rose, PSC
           2400 Aegon Center
           400 West Market Street
           Louisville, Kentucky 40202

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.


ALLIS-CHALMERS: March 31 Working Capital Deficit Tops $12 Mill.
---------------------------------------------------------------
Allis-Chalmers Corporation (OTC Bulletin Board: ACLM) announced
earnings for the first quarter of 2003,  and announced that it
has obtained oilfield service contracts with Pemex Mexican
National Company.

          Increased Revenues in First Quarter of 2003.

The Company announced that revenues for the three months ended
March 31, 2003 increased to $6,999,000 compared to $3,253,000 in
the comparable period of 2002.  The increase reflects increased
activity in the drilling market, increased market share and the
fact that the Company's 2002 operations included only two months
of the operations of Strata Directional Technologies, Inc. and
Jens' Oilfield Service, Inc., which were acquired effective
February 6, 2002.  Operating income for the period totaled
$1,023,000 compared to a loss of ($201,000) in the first quarter
of 2002.  The Company had net income of $211,000, or 0.01 per
common share, for the first quarter of 2003 compared with a loss
of ($640,000), or (0.06) per common share, for the first quarter
of 2002.

Munawar H. Hidayatallah, the Company's Chairman and Chief
Executive Officer, stated, "We have seen some increased demand
in most sectors of the oil and natural gas industry and we are
working to participate in that growth, but our success in the
first quarter is mainly due to our increase in market share in
existing operations."

                       New Pemex Contracts.

The Company also announced that its Mexican joint venture
partner, Materiales y Equipo Petroleo, S.A. de C.V. ("Maytep"),
has obtained a 31 month extension on a contract pursuant to
which the Company will provide equipment and services to the
Mexican National Oil Company Pemex.  The extension commencing on
May 24, 2003 is expected to continue to provide the Company
$1.5 million in operating income per year through December 31,
2005.  The Company's joint venture partner also entered into a
new contract with Pemex with a term of two years which is
expected to provide the Company an additional $1.0 million of
operating income per year over the next two years.

The Company's President, Jens H. Mortensen, stated, "We are
pleased with our continuing relationship with Pemex and hope to
further increase both on-shore and off-share drilling activities
in Mexico through our joint venture with Maytep."

Allis-Chalmers Corp.'s March 31, 2003 balance sheet shows that
its total current liabilities exceeded its total current assets
by about $12 million. The Company's total shareholders' equity
further dwindled to about $826,000 due to accumulated deficit of
about $9 million.

Allis-Chalmers Corporation provides a variety of products and
services to the oil and natural gas drilling industry through
its subsidiaries Mountain Compressed Air, Inc. which provides
air drilling services to natural gas exploration operations,
Jens' Oilfield Service, Inc., which supplies highly specialized
equipment and operations to install casing and production tubing
required to drill and complete oil and gas wells, and Strata
Directional Technology, Inc., which provides high-end
directional and horizontal drilling services for specific
targeted reservoirs that cannot be reached vertically.


AIRNET COMMS: Obtains $16MM in Senior Debt Financing from TECORE
----------------------------------------------------------------
AirNet Communications Corporation (Nasdaq:ANCC) has signed an
investment agreement for $16 million in senior secured
convertible notes with voting rights. The debt financing is
being provided by TECORE Wireless Systems, AirNet's largest
customer and an existing supplier, and SCP Private Equity
Partners, AirNet's largest existing investor. The notes will be
advanced in installments and will accrue interest at the rate of
twelve percent. The debt will mature 4 years after the
consummation of the transaction. AirNet anticipates closing on
the transaction in July.

Closing of the transaction will be subject to the approval of
AirNet's shareholders. Shareholders are urged to read the proxy
statement, which will be filed with the Securities and Exchange
Commission and mailed to shareholders in connection with the
transaction. The proxy statement will contain important
information about the terms of the financing.

AirNet will use the proceeds from the investment, after payment
of transaction expenses and repayment of its bridge loan from
TECORE and SCP, to fund operations.

AirNet also announced that the stockholders of existing Series B
preferred stock will be converted into common stock at the
closing of the financing.

The debt securities described herein will not be registered
under the Securities Act of 1933, and will be offered and sold
under an exemption from the registration provisions of that act.
The notes will not be available for resale absent registration
or an exemption from registration under that act.

TECORE Wireless Systems supplies turn-key wireless mobility
networks for regional and country-wide deployments and solutions
for migrating existing networks to advanced digital wireless
technologies while expanding coverage and capacity. The
company's turn-key solutions include its AirCorer Mobile
Switching System at the core of the network in conjunction with
GSM/GPRS, CDMA and TDMA base station solutions to deliver fully-
integrated feature-rich services. With over twenty-five network
deployments worldwide, TECORE has also achieved certification to
the prestigious ISO 9001:2000 Quality Standard. Named one of the
"20 Firms for the Next Generation," TECORE is a global leader in
converging wireless and IP networks and wireless enterprise
systems solutions. For more information, visit the TECORE Web
site at http://www.tecore.com

SCP Private Equity Partners is a private equity firm focused on
later stage companies in high growth industries, with an
emphasis on technology. SCP generally invests in companies with
commercially proven technologies that need capital to implement
and market their business concepts. SCP targets the information
technology, Internet infrastructure, financial services,
wireless communications, life sciences, security and education
sectors. SCP supports its investment portfolio with a rich base
of strategic, operating and financial expertise and an extensive
networking capacity to access capital, recruit management and
facilitate favorable strategic alliances.

AirNet Communications Corporation is a leader in wireless base
stations and other telecommunications equipment that allow
service operators to cost effectively and simultaneously offer
high-speed data and voice services to mobile subscribers.
AirNet's patented broadband, software-defined AdaptaCell(R) base
station solution provides a high capacity base station with a
software upgrade path to high speed data. The Company's Digital
AirSite(R) Backhaul Free(TM) base station carries wireless voice
and data signals back to the wireline network, eliminating the
need for a physical backhaul link, thus reducing operating
costs. AirNet has 69 patents issued or pending. More information
about AirNet may be obtained by visiting the AirNet Web site at
http://www.airnetcom.com

                          *    *    *

            Liquidity and Going Concern Uncertainty

In its Form 10-K filed on April 1, 2003, the Company stated:

"The [Company's] financial statements have been prepared on a
going concern basis, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course
of business; and, as a consequence, the financial statements do
not include any adjustments relating to the recoverability and
classification of recorded asset amounts or the amounts and
classifications of liabilities that might be necessary should we
be unable to continue as a going concern. We have experienced
net operating losses and negative cash flows since inception
and, as of December 31, 2002, we had an accumulated deficit of
$225.4 million. Cash used in operations for the years ended
December 31, 2002 and 2001 was $1.1 million and $48.2 million,
respectively. We expect to have an operating loss in 2003. At
December 31, 2002, our principal source of liquidity was $3.2
million of cash and cash equivalents. Such conditions raise
substantial doubt that we will be able to continue as a going
concern without receiving additional funding. As of March 28,
2003 our cash balance was $3.7 million, after the draw of $4.8
million against our Bridge Loan for interim funding. The amounts
drawn against the bridge loan are due and payable on May 24,
2003. In addition, on the same date we had a revenue backlog of
$5.3 million. Our current 2003 operating plan projects that cash
available from planned revenue combined with the $3.7 million on
hand at March 28, 2003 will not be adequate to defer the
requirement for additional funding. We are currently negotiating
additional financing of $16 million with two Investors, which if
successful, (a portion will be used to pay off the bridge loan)
would provide the capital we require to continue operations.
There can be no assurances that the proposed financing can be
finalized on terms acceptable to us, if at all, or that the
funding negotiated will be adequate to sustain operations
through 2003.

"Our future results of operations involve a number of
significant risks and uncertainties. The worldwide market for
telecommunications products such as those sold by us has seen
dramatic reductions in demand as compared to the late 1990's and
2000. It is uncertain as to when or whether market conditions
will improve. We have been negatively impacted by this reduction
in global demand and by our weak balance sheet. Other factors
that could affect our future operating results and cause actual
results to vary from expectations include, but are not limited
to, ability to raise capital, dependence on key personnel,
dependence on a limited number of customers (with one customer
accounting for 49% of the revenue for 2002), ability to design
new products, the erosion of product prices, ability to overcome
deployment and installation challenges in developing countries
which may include political and civil risks and risks relating
to environmental conditions, product obsolescence, ability to
generate consistent sales, ability to finance research and
development, government regulation, technological innovations
and acceptance, competition, reliance on certain vendors and
credit risks. Our ultimate ability to continue as a going
concern for a reasonable period of time will depend on our
increasing our revenues and/or reducing our expenses and
securing enough additional funding to enable us to reach
profitability. Our historical sales results and our current
backlog do not give us sufficient visibility or predictability
to indicate when the required higher sales levels might be
achieved, if at all. Additional funding will be required prior
to reaching profitability. To obtain additional funding, we have
entered into discussions with SCP II and TECORE concerning a
proposed financing of $16,000,000 discussed below. No assurances
can be given that either the proposed financing or additional
equity or debt financing will be arranged on terms acceptable to
us, if at all.

"If we are unable to finalize the proposed financing, we will
have to seek additional funding or dramatically reduce our
expenditures and it is likely that we will be required to
discontinue operations. It is unlikely that we will achieve
profitable operations in the near term and therefore it is
likely our operations will continue to consume cash in the
foreseeable future. We have limited cash resources and therefore
we must reduce our negative cash flows in the near term to
continue operations. There can be no assurances that we will
succeed in achieving our goals or finalize the proposed
financing, and failure to do so in the near term will have a
material adverse effect on our business, prospects, financial
condition and operating results and our ability to continue as a
going concern. As a consequence, we may be forced to seek
protection under the bankruptcy laws. In that event, it is
unclear whether we could successfully reorganize our capital
structure and operations, or whether we could realize sufficient
value for our assets to satisfy fully our debts. Accordingly,
should we file for bankruptcy there is no assurance that our
stockholders would receive any value.

"Prior to our initial public offering in December 1999, which
raised net proceeds of $80.4 million, we funded our operations
primarily through the private sales of equity securities and
through capital equipment leases. At December 31, 2002, our
principal source of liquidity was $3.2 million of cash and cash
equivalents.

"On May 16, 2001, we issued and sold 955,414 shares of preferred
stock to three existing stockholders, SCP Private Equity
Partners II, L.P., Tandem PCS Investments, LP and Mellon
Ventures LP, at $31.40 per share for a total face value of $30
million. The preferred stock is redeemable at any time after May
31, 2006 out of funds legally available for such purposes and
initially each share of preferred stock is convertible, at any
time, into ten shares of our common stock. Dividends accrue to
the preferred stockholders, whether or not declared, at 8%
cumulatively per annum. The preferred stockholders are entitled
to votes equal to the number of shares of common stock into
which each share of preferred stock converts and collectively to
designate two members of the Board of Directors. Upon
liquidation of the Company, or if a majority of the preferred
stockholders agree to treat a change in control or a sale of all
or substantially all of our assets (with certain exceptions) as
a liquidation, the preferred stockholders are entitled to 200%
of their initial purchase price plus accrued but unpaid
dividends before any payments to any other stockholders. In
association with this preferred stock investment, we issued
immediately exercisable warrants to purchase 2,866,242 shares of
our common stock for $3.14 per share, which expire on May 14,
2011. The proceeds from the sale of the preferred stock were
used to fund our operations from May 2001 into 2002. Effective
October 31, 2002, the preferred stockholders irrevocably and
permanently waived the right of optional redemption applicable
to the Series B Preferred Stock as set forth in the Certificate
of Designation and the right to treat a specific proposed "Sale
of the Corporation" as a "Liquidation Event," to the extent that
such treatment would entitle the Series B Holders to receive
their "Liquidation Amount" per share in a form different from
the consideration to be paid to holders of our common stock in
connection with such Sale of the Corporation.

"On January 24, 2003, we entered into a Bridge Loan Agreement
with SCP II, an affiliate of our Chairman, James W. Brown, and
TECORE, Inc., our largest customer based on revenues during the
fiscal year ended December 31, 2002, and a supplier of switching
equipment to us. We issued two Bridge Loan Promissory Notes
under the Bridge Loan Agreement, each in a principal amount of
$3.0 million. The Bridge Notes carry an interest rate of two
percent over the prime rate published in The Wall Street Journal
and become due and payable on May 24, 2003. The Bridge Loan
Agreement provides that the Bridge Notes are secured by a
security interest in all of our assets including, without
limitation, our intellectual property. To date, we have received
advances totaling $4.8 million under the Bridge Notes. We are
currently negotiating a definitive funding agreement, under
which SCP II and TECORE would provide us financing of $16.0
million in the form of secured notes convertible into our common
stock. The proceeds of this proposed financing would be used to
refund the advances under the Bridge Loan Agreement and to fund
our operations."


AKORN INC: Elects Arthur S. Przybyl as Chief Executive Officer
--------------------------------------------------------------
Akorn, Inc. (OTC: AKRN) announced that the Board of Directors
unanimously elected Arthur S. Przybyl to the office of Chief
Executive Officer of Akorn, effective immediately.  Mr. Przybyl
joined the company on August 5, 2002 as senior vice president
sales and marketing, and moved quickly to focus Akorn's
ophthalmic products strategy and reorganize the Company's sales
and marketing teams. On September 23, 2002 Mr. Przybyl was
elected President and Chief Operating Officer; on February 18,
2003 he was appointed interim Chief Executive Officer.

Mr Przybyl stated, "I want to thank the Board of Directors for
their unanimous support in electing me to the position of CEO,
and for their continued contributions to Akorn. The Company
continues to address its challenges, including the need to
restructure or refinance its bank debt and the ongoing
proceedings with the Food and Drug Administration involving
compliance issues at the Decatur, Illinois manufacturing
facility. A restructuring plan intended to address both these
issues is in place and is being implemented. At the same time,
as evidenced in our recently released financial statements, the
Company generated net income after taxes in the first quarter of
2003 and continues to pursue business opportunities intended to
achieve revenue growth in all three of our business segments:
ophthalmics, injectables and contract manufacturing."

Akorn, Inc. manufactures and markets sterile specialty
pharmaceuticals, and markets and distributes an extensive line
of pharmaceuticals and ophthalmic surgical supplies and related
products. Additional information is available on the Company's
Web site at http://www.akorn.com

                          *     *     *

                    Going Concern Uncertainty

In Akorn's most recent Form 10-Q filed with SEC, the Company
reported:

"The [Company's] financial statements have been prepared on a
going concern basis, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course
of business. Accordingly, the financial statements do not
include any adjustments relating to the recoverability and
classification of recorded asset amounts or the amounts and
classification of liabilities that might be necessary should the
Company be unable to continue as a going concern.

The Company experienced losses from operations in 2002, 2001 and
2000 and has a working capital deficiency of $29.4 million as of
March 31, 2003. The Company also is in default under its
existing credit agreement and is a party to governmental
proceedings and potential claims by the Food and Drug
Administration that could have a material adverse effect on the
Company. Although the Company has entered into a Forbearance
Agreeement with its senior lenders, is working with the FDA to
favorably resolve such proceeding, has appointed a new interim
chief executive officer and implemented other management changes
and has taken steps to return to profitability, there is
substantial doubt about the Company's ability to continue as a
going concern. The Company's ability to continue as a going
concern is dependent upon its ability to (i) continue to finance
it current cash needs, (ii) continue to obtain extensions of the
Forbearance Agreement, (iii) successfully resolve the ongoing
governmental proceeding with the FDA and (iv) ultimately
refinance its senior bank debt and obtain new financing for
future operations and capital expenditures. If it is unable to
do so, it may be required to seek protection from its creditors
under the federal bankruptcy code.

"While there can be no guarantee that the Company will be able
to continue to generate sufficient revenues and cash flow from
operations to finance its current cash needs, the Company
generated positive cash flow from operations in 2002 and for the
period from January 1 through April 30, 2003. As of April 30,
2003, the Company had approximately $400,000 in cash and
equivalents and approximately $1.4 million of undrawn
availability under its second line of credit described below.

"There can also be no guarantee that the Company will
successfully resolve the ongoing governmental proceedings with
the FDA. However, the Company has submitted to the FDA and begun
to implement a plan for comprehensive corrective actions at its
Decatur, Illinois facility.

"Moreover, there can be no guarantee that the Company will be
successful in obtaining further extensions of the Forbearance
Agreement or in refinancing the senior debt and obtaining new
financing for future operations. However, the Company is current
on its interest payment obligations to its senior lenders,
management believes that the Company has a good relationship
with its senior lenders and, as required, the Company has
retained a consulting firm, submitted a restructuring plan and
engaged an investment banker to assist in raising additional
financing and explore other strategic alternatives for repaying
the senior bank debt. The Company has also added key management
personnel, including the appointment of a new interim chief
executive officer and vice president of operations, and
additional personnel in critical areas, such as quality
assurance. Management has reduced the Company's cost structure,
improved the Company's processes and systems and implemented
strict controls over capital spending. Management believes these
activities have improved the Company's profitability and cash
flow from operations and improve its prospects for refinancing
its senior debt and obtaining additional financing for future
operations.

"As a result of all of the factors cited in the preceeding
paragraphs, management of the Company believes that the Company
should be able to sustain its operations and continue as a going
concern. However, the ultimate outcome of this uncertainty
cannot be presently determined and, accordingly, there remains
substantial doubt as to whether the Company will be able to
continue as a going concern. Further, even if the Company's
efforts to raise additional financing and explore other
strategic alternatives result in a transaction that repays the
senior bank debt, there can be no assurance that the current
common stock will have any value following such a transaction.
In particular, if any new financing is obtained, it likely will
require the granting of rights, preferences or privileges senior
to those of the common stock and result in substantial dilution
of the existing ownership interests of the common stockholders."


AMERICAN FIRE: Insufficient Capital Raises Going Concern Doubt
--------------------------------------------------------------
American Fire Retardant Corporation has an accumulated deficit
of $13,825,412 which, as well as current liabilities in excess
of current assets of $4,260,729, raise substantial doubt about
its ability to continue as a going concern.

Management is presently pursuing additional financing through
borrowing and issuing shares to pay for expenses. In addition,
the Company plans to increase sales volume with the introduction
of its new retail product. Nationwide advertising will begin
during 2003. The ability of the Company to achieve its operating
goals and to obtain such additional finances, however, is
uncertain.

Subsequent to March 31, 2003, the Company issued 581,000,000
shares of common stock for services.

At March 31, 2003 the Company needed approximately $2,500,000 in
working capital to bring itself out its present situation and
back onto an even footing with its creditors. The Company hopes
to raise this capital through the sale of its new consumer
product in 2003 and through continued efforts at obtaining
outside financing.

For the three months ended March 31, 2003 compared to the three
months ended March 31, 2002.

The Company's net sales increased by $278,738 through March 31,
2003 compared to the same period in 2002. This is an increase of
145.3% and is due to the Company working one large job and
increasing sales of its other fire retardant products. The gross
margin for the period in 2003 was 64.7% of sales compared to
53.3% for the same period in 2002. Management believes that the
Company needs to establish itself as a major player in the fire
retardant field in order to compete effectively.

The Company's selling, general and administrative expenses
increased by $706,817, or 149.3%, for the period ended March 31,
2003 over the same period in 2002, mainly due to expenses
incurred for consulting services. Payroll expenses have
increased by $222,349 for the year to date period, or 612.6%, as
compared with the same period in 2002. This increase is due to
issuing preferred stock to Stephen F. Owens for a bonus paid to
Mr. Owens for services performed.

Management is seeking to increase the Company's marketing
efforts in the coming year. However, the Company is subject to
the current economic decline and risks associated with the
decline in the use of construction materials and fire retardant
chemical products associated with the construction.

As discussed by the Company's accountants in the audited
financial statements included in the Company's Annual Report for
the year ended December 31, 2002, the Company's revenue is
currently insufficient to cover its costs and expenses. In
addition to the income received from the Company's operations,
certain significant stockholders, including Stephen F. Owens, a
director, chief financial officer and controlling stockholder of
the Company, continues to provide the Company the funds needed
to continue its development and operations. To the extent the
Company's revenue shortfall exceeds this stockholder's
willingness and ability to continue providing the Company the
funds needed, management anticipates raising any necessary
capital from outside investors coupled with bank or mezzanine
lenders.  Currently, the Company has not entered into any
negotiations with any third parties to provide such capital

Management anticipates that the Company's current financing
strategy of private debt and equity offering, along with
increased sales, will meet its anticipated objectives and
business operations for the next 12 months. Management continues
to evaluate current business operations as well as a number of
new prospects. Subject to its ability to obtain adequate
financing at the applicable time, the Company may enter into
definitive agreements on one or more of those projects.


AMES DEPARTMENT: Court Okays Stein Simpson as Special Counsel
-------------------------------------------------------------
Ames Department Stores, Inc., and its debtor-affiliates sought
and obtained the Court's permission to employ Stein, Simpson &
Rosen PA, as their special real estate counsel, nunc pro tunc to
December 1, 2002.  Stein Simpson will handle certain real estate
sales and closings.

Martin J. Bienenstock, Esq., Weil, Gotshal & Manges LLP, in New
York, asserts that Stein Simpson is well qualified to represent
the Debtors as special real estate attorneys since the firm has
substantial experience in rendering real estate legal services.
Stein Simpson conducts a practice with a heavy emphasis on
transactional real estate matters, including chain store
leasing. It also has considerable experience in the area of
lease dispositions in the context of bankruptcy.

Mr. Bienenstock notes that the firm has rendered prepetition
legal services to the Debtors.  During that time, Stein Simpson
reviewed virtually all of the Debtors' more than 500 lease files
and prepared an analysis of the Debtors' leases.

After the Petition Date, Stein Simpson performed work for the
Debtors since December 1, 2002.  Mr. Bienenstock relates that
the firm has been responsible for completing the closing of two
fee transactions plus one fee transaction where the closing is
now pending.  This process has entailed negotiation of purchase
and sale agreements as well as addressing certain lease issues.
Stein Simpson has participated in these negotiations on the
Debtors' behalf, and will continue do so in the future.  Stein
Simpson's main function, according to Mr. Bienenstock, is in
connection with the execution of contracts with third parties to
acquire the Debtors' fee interests and certain leaseholds.

As compensation for Stein Simpson's services, the Debtors will
adopt this payment scheme:

    -- For store locations, the Debtors will compensate Stein
       Simpson on a fixed-fee basis equal to $6,000 per leasehold
       assigned and $12,000 for every fee property sold;

    -- Compensation for the assignment and sale of the Debtors'
       distribution centers and home office is higher to reflect
       the degree of difficultly involved with the transactions.
       With respect to the Debtors':

       1. Mansfield distribution center, Stein Simpson will
          receive a fixed $25,000 fee;

       2. Leesport distribution center, Stein Simpson would
          receive a fixed $20,000 fee;

       3. home office in Rocky Hill, Connecticut, Stein Simpson
          would receive a fixed $15,000 fee.

All fees, together with any related out-of pocket disbursements,
will be paid at the closing of each assignment and sale.
Nevertheless, the Debtors reserve their right to seek
authorization to increase the compensation paid to Stein Simpson
for the assignment and sale of the Leesport distribution center
or the Home Office should the circumstances so dictate.

David B. Simpson, Esq., a member of Stein Simpson, attests that
Stein Simpson has no connection with the Debtors, their
creditors or other parties-in-interest in this case.  Stein
Simpson does not hold any interest adverse to the Debtors'
estates, and is a "disinterested person" as defined within
Section 101(14) of the Bankruptcy Code.  (AMES Bankruptcy News,
Issue No. 38; Bankruptcy Creditors' Service, Inc., 609/392-0900)


AMPLIDYNE INC: Cash Insufficient to Meet Current Obligations
------------------------------------------------------------
The liquidity of Amplidyne Inc. has been adversely affected in
recent years by significant losses from operations. The Company
incurred losses of $60,189 for the three months ended March 31,
2003, has limited cash reserves and has seen its working capital
decline by $32,789 to $385,286 since the beginning of the fiscal
year. Current liabilities exceed cash and receivables by
$568,309 indicating that the Company will have difficulty
meetings its financial obligations for the balance of this
fiscal year. These factors raise substantial doubt as to the
Company's ability to continue as a going concern. Recently,
operations have been funded by loans from the Chief Executive
Officer and costs have been cut through substantial reductions
in labor and operations.

With little remaining cash and no near term prospects of private
placements, options or warrant exercises and reduced revenues,
management believes that the Company will have great difficulty
meeting its working capital and litigation settlement
obligations over the next 12 months. The Company is presently
dependent on cash flows generated from sales and loans from
officers to meet its obligations. Its failure to consummate a
merger with an appropriate partner or to substantially improve
revenues will have serious adverse consequences and,
accordingly, there is substantial doubt in the Company's ability
to remain in business over the next 12 months. There can be no
assurance that any financing will be available to the Company on
acceptable terms, or at all. If adequate funds are not
available, the Company may be required to delay, scale back or
eliminate its research, engineering and development or
manufacturing programs or obtain funds through arrangements with
partners or others that may require the Company to relinquish
rights to certain of its technologies or potential products or
other assets. Accordingly, the inability to obtain such
financing could have a material adverse effect on the Company's
business, financial condition and results of operations.

The Company incurred net losses of $60,189 for the year ended
March 31, 2003 compared with net losses of $502,780 for the same
period in 2002.

Liquidity refers to the ability to generate adequate amounts of
cash to meet needs. Amplidyne has been generating the cash
necessary to fund its operations from continual loans from the
President and Chief Executive Officer of the Company, Devendar
Bains. It has incurred a loss in each year since inception. It
is possible that it will incur further losses, that the losses
may fluctuate, and that such fluctuations may be substantial. As
of March 31, 2003, the Company had an accumulated deficit of
$22,009,868. Potential immediate sources of liquidity are loans
from Mr. Bains. Another potential source of liquidity is the
sale of restricted shares of its common stock, but there are no
immediate plans for such sale.

As of March 31, 2003, its current liabilities exceeded its cash
and receivables by $568,309. Its current ratio was 1.39 to 1.00,
but its ratio of accounts receivable to current liabilities was
only 0.43 to 1.00. This indicates that it will have difficulty
meeting its obligations as they come due. The Company is
carrying $924,736 in inventory, of which $639,135 represents
component parts. Based on first quarter usage, it is carrying
356 days worth of parts inventory. Because of the lead times in
its manufacturing process, it will likely need to replenish many
items before it uses everything it now has in stock.
Accordingly, it will need more cash to replenish its component
parts inventory before it is able realize cash from all of its
existing inventories.

As of March 31, 2003, Amplidyne had cash of $19,786 compared to
an overdraft of $11,939 at December 31, 2002. Overall its cash
and cash equivalents increased $31,725 uring 2003. The cash used
for operating activities was $4,266.  The Company received loans
and deferred salary payments to officer/stockholders of $9,500
and proceeds from the issuance of convertible promissory notes
of $20,000.


ARIBA INC: Calderoni to Present at Bear Stearns Conference Today
----------------------------------------------------------------
Ariba(R), Inc. (Nasdaq: ARBA), the leading Enterprise Spend
Management solutions provider, announced that Bob Calderoni,
Ariba president and CEO, will present at the Bear Stearns 14th
Annual Technology Conference, at the Grand Hyatt Hotel, New
York, today, from 3:25-3:50 p.m. EDT.

A live webcast of the presentation will be provided by VNCI and
can be accessed at: http://www.ariba.com/bear_sternsor
http://customer.nvglb.com/BEAR002/061003a_pb/default.asp?entity=ariba

Mr. Calderoni will also participate in a panel discussion
regarding opportunities in the sourcing market today, from 1:45-
2:40 p.m. EDT.

Ariba, Inc. is the leading Enterprise Spend Management solutions
provider. Ariba helps companies develop and leverage spend
management as a core competency to drive significant bottom line
results. Ariba Spend Management software and services allow
companies to align their organizations with a spend-centric
focus and deploy closed-loop processes for increased
efficiencies and sustainable savings. For more information visit
http://www.ariba.com

                          *    *    *

In its Form 10-Q for the period December 31, 2002, filed on
April 10, 2003, the Company reported:

"We do not have commercial commitments under lines of credit,
standby repurchase obligations or other such debt arrangements.
We do have standby letters of credit, which are cash
collateralized. These instruments are issued by our banks in
lieu of a cash security deposit required by landlords for our
real estate leases. We have approximately $29.5 million in
standby letters of credit related to real estate lease
requirements classified as restricted cash on our Condensed
Consolidated Balance Sheets.

"We expect to incur significant operating expenses, particularly
research and development and sales and marketing expenses, for
the foreseeable future in order to execute our business plan. We
anticipate that such operating expenses, as well as planned
capital expenditures, will constitute a material use of our cash
resources. As a result, our net cash flows will depend heavily
on the level of future sales, our ability to manage
infrastructure costs and the outcome of our subleasing
activities related to the costs of abandoning excess leased
facilities and the level of expenditures relating to our
recently completed accounting review and ongoing litigation.

"Additionally, on October 22, 2002, we announced that our Board
of Directors authorized the repurchase of up to $50 million of
our currently outstanding common stock to reduce the dilutive
effect of our stock option and purchase plans. Stock purchases
under the common stock repurchase program are expected to be
made periodically in the open market based on market conditions.
To date there have been no stock repurchases under this program.
Cash flows from operations and existing cash balances may be
used to repurchase our common stock. As a result, we may incur a
significant impact on cash flows and cash balances.

"Although our existing cash, cash equivalents and investment
balances together with our anticipated cash flow from operations
should be sufficient to meet our working capital and operating
resource expenditure requirements for at least the next 12
months, given the significant changes in our business and
results of operations in the last 12 to 18 months, the
fluctuation in cash, cash equivalents and investments balances
may be greater than presently anticipated. See "Risk Factors."
After the next 12 months, we may find it necessary to obtain
additional funds. In the event additional funds are required, we
may not be able to obtain additional financing on favorable
terms or at all."


ATMI INC: Names Bob Chaney as New Senior VP and General Manager
---------------------------------------------------------------
ATMI, Inc. (Nasdaq: ATMI), a supplier of materials and services
to the world's leading semiconductor manufacturers, announced
that Bob Chaney has been named Senior Vice President and General
Manager of ATMI's "Materials Lifecycle Solutions" division. The
division has global operations with a workforce of 600
employees, including ATMI's Services business based in Arizona.

John Parsey has joined ATMI's Epitaxial Services business as
Chief Technologist, and Lanny Brown has joined as Senior
Business Development Manager. Parsey was most recently with
Global Communication Technology and Brown with Accurel Systems
International.

"In a relatively short period of time, the Epi Services team,
under Bob's leadership, has improved the way it works with
customers to implement the outsource model. As we drive our MLS
business to more performance-based contracts, we will need to
use the same concepts to redefine ATMI's business with our key
global customers," said Doug Neugold, ATMI President. "Bob has
outstanding strategic marketing and customer instincts, and is
skilled at getting us in front of key decision makers."

Bob Chaney said, "Our current customers know and appreciate
ATMI's technical prowess and capabilities at improving their
production efficiencies. My goal is to drive development and
delivery of new and innovative process efficiency solutions.
I'll be working with the Epi and MLS teams to articulate, for
our customers' manufacturing and financial leaders, the
additional value-added benefits that ATMI's proprietary products
and services can bring to their chip production processes."

"The complex epi-growth ATMI performs on partially processed
wafers takes a great deal of expertise," said Chaney. "John
Parsey is on board to further hone our advanced epi
capabilities, while bringing our years of experience with
Silicon Germanium into the spotlight. His experience at quickly
taking products from concept to initial shipments means we can
help our customers get their products to market even faster than
before."

Parsey said, "I see ATMI's Epi Services as having huge
advantages - the most epitaxial growth systems under one roof,
the broad range of materials technologies, and one of the
longest track records in the industry. The advantages I will be
working to highlight and enhance are ATMI's superior engineering
support and capabilities in advanced materials such as SiGe and
strained silicon applications. We can help our customers develop
new products and get them to market faster in such areas as high
speed devices, RF (radio frequency) applications, MEMS (micro-
electro mechanical systems), and optical and optoelectronic
applications."

Brown said, "ATMI has unparalleled expertise in specialty
epitaxy. We can perform the same tasks that our customers do,
but we can accomplish them more quickly and less expensively.
I'll be introducing more epitaxial outsourcing concepts, ideas,
and proposals to our customers to help them improve their
process efficiency and enable them to convert space now occupied
by equipment with low utilization rates into more productive
areas. Acting as an epi foundry for our customers allows them to
focus more resources on their product design and marketing."

    Robert Chaney - Senior Vice-President and General Manager

Chaney joined ATMI in 2002, as Senior Vice President and General
Manager of ATMI's Epitaxial Services business. Before joining
ATMI, he was President and Chief Executive Officer of Nanovation
Technologies, a 165-employee optical networking product and
services foundry with such customers as Lucent and Motorola.
Prior to Nanovation Technologies, he was Vice-President and
General Manager of Managed Network Solutions, an EDS/BellSouth
Venture, which allowed businesses to outsource data network
management. Joining BellSouth in 1996, he served as director of
product management and marketing for the $750 million broadband
business data services group. Prior to this, Chaney held
increasingly responsible positions in engineering, sales, and
marketing for the PC-related businesses of IBM and AT&T,
including director for worldwide strategic product management
and marketing at AT&T. He began his career with IBM's PC
Division in 1982 and went on to hold various management
positions in engineering, sales, and marketing. He is a graduate
of Purdue University's School of Technology with a Bachelor of
Science degree in Electrical Engineering.

     John Parsey, Chief Technologist, Epitaxial Services

Before joining ATMI, John Parsey had been at Global
Communication Technology, as Vice-President of Marketing and
Sales. Parsey has served as Vice-President of Strategic Business
Development for Nanovation Technologies, and worked with
Motorola SPS, Bandgap Technology, AT&T Bell Laboratories, and
National Semiconductor. He earned his Ph.D. in Materials Science
from the Massachusetts Institute of Technology, has authored
more than 65 technical papers, and holds five U.S. patents.

      Lanny Brown, Senior Business Development Manager,
                     Epitaxial Services

Before joining ATMI, Lanny Brown had most recently been with
Accurel Systems International, and before that Atomika
Instruments America as an executive responsible for all North
American activities. Brown began his semiconductor career with
Intel Corporation, in Arizona and California. ATMI provides
specialty materials, packaging, delivery systems, sensors, and
abatement products and services to the worldwide semiconductor
industry. As the Source of Semiconductor Process Efficiency,
ATMI helps customers improve wafer yields and lower operating
costs. For more information, visit the Company's Web site at
http://www.atmi.com

As previously reported, Standard & Poor's assigned its single-
'B'-plus corporate credit and single-'B'-minus convertible
subordinated notes ratings to ATMI Inc., a Danbury, Conn. based
supplier of specialty chemicals used to manufacture of
semiconductors.

The ratings on ATMI reflect the company's good niche position in
the semiconductor capital goods industry, offset by that
industry's volatility, substantial technology risks, and an
aggressive acquisition policy. ATMI is a leading supplier of
specialty chemicals used to manufacture semiconductors, as well
as equipment to deliver those chemicals, and related
environmental control products.


BETHLEHEM STEEL: Court Fixes July 11 as Employee Claims Bar Date
----------------------------------------------------------------
At Bethlehem Steel's request, the U.S. Bankruptcy Court for the
Southern District of New York established July 11, 2003 at 5:00
p.m. as deadline for present and former employees and their
beneficiaries to file proofs of claim against the Debtors'
bankruptcy estate.

Proofs of Claim may be sent to the Bethlehem Steel Claims
Docketing Center either by:

     -- mailing the original Proof of Claim to:

              United States Bankruptcy Court
              Southern District of New York
              Bethlehem Steel Claims Processing
              P.O. Box 5043, Bowling Green Station
              New York, New York 10274-5043

        or

     -- delivering the original Proof of Claim by messenger or
        overnight courier to:

              United States Bankruptcy Court
              Southern District of New York
              Bethlehem Steel Claims Processing
              One Bowling Green, New York 10004-1408

The Bethlehem Steel Claims Docketing Center will not accept
Proofs of Claim sent by facsimile or telecopy.  Proofs of Claim
are deemed timely filed only if the Claims are actually received
by the Docketing Center by the Bar Date.

These Employees are not required to file a Proof of Claim:

     (1) any Employee that has already properly filed with the
         Clerk of Court a Proof of Claim against the applicable
         Debtor or Debtors utilizing a claim form which
         substantially conforms to Official Form No. 10;

     (2) any Employee:

           (i) whose Claim is listed on the Debtors' Schedules of
               Assets and Liabilities;

          (ii) whose Claim is not described as "disputed,"
               "contingent," or "unliquidated";

         (iii) whose Claim is asserted against a specific Debtor;

          (iv) who does not dispute the specific Debtor against
               which it asserts a Claim; and

           (v) who does not dispute the amount or nature of its
               Claim;

     (3) any Employee having a Claim under Sections 503(b) or
         507(a)(1) of the Bankruptcy Code as an administrative
         expense on any of the Debtors' Chapter 11 cases;

     (4) any Employee whose Claim has been paid or otherwise
         satisfied in full by any of the Debtors; or

     (5) any Employee who has or may have a Claim that has been
         allowed by a Court order entered on or before the
         Employee Bar Date.

Any Employee who fails to file a Proof of Claim by the Bar Date
will be forever barred, estopped, and enjoined from asserting
the Claim against the Debtor.  The applicable Debtor and its
property will be forever discharged from any and all
indebtedness or liability with respect to the Claim, and the
Employee will not be permitted to vote to accept or reject any
Chapter 11 plan or participate in any distribution in the
Debtors' Chapter 11 cases on account of or to receive further
notices regarding the Claim.

Aside from the Proof of Claim Form, the Debtors will mail a
notice of the Bar Date Order and pertinent information on the
filing of Claims.  Bankruptcy Services will be responsible for
mailing the Employee Bar Date Notices and the Proof of Claim
Forms. (Bethlehem Bankruptcy News, Issue No. 37; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

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


BRIDGE: Plan Administrator Balks at McGraw-Hill's $1.5MM Claim
--------------------------------------------------------------
  The McGraw-Hill Companies, Inc. filed Claim No. 1889, an
unsecured claim, for $1,471,157 on March 28, 2002, against
Bridge Information Systems, Inc., and its debtor-affiliates.
Derek L. Wright, Esq., at Foley & Larder, in Chicago, Illinois,
relates that:

   -- the claim is contingent upon the creditor showing that it
      incurred damages due to the rejection of its lease with
      the Debtors,

   -- the claimant has not provided sufficient documentation to
      determine if the claim amount is founded on actual damages
      as opposed to lost revenues under the contracts listed,
      which would not support a claim,

   -- the claim has not been properly quantified, and
      intermingles the Debtors, and

   -- certain of the contracts listed in the Claim were assumed
      and assigned.

Accordingly, the Debtors' Plan Administrator, Scott P. Peltz,
asks the Court to disallow this Claim in accordance with Section
502 of the Bankruptcy Code and Article IV, Section 4.1 (g) of
the Plan Administrator Agreement. (Bridge Bankruptcy News, Issue
No. 45; Bankruptcy Creditors' Service, Inc., 609/392-0900)


BUDGET GROUP: Secures Fourth Extension of Exclusive Periods
-----------------------------------------------------------
Joseph A. Malfitano, Esq., at Young Conaway Stargatt & Taylor
LLP, in Wilmington, Delaware, informs the Court that since the
Petition Date, Budget Group Inc., and its debtor-affiliates
have:

   1. negotiated and received approval for three highly complex
      Postpetition Date financing facilities providing for
      $2,000,000,000 in financing;

   2. negotiated and consummated the North American Sale,
      including the assumption and assignment of more than 7,000
      contracts;

   3. negotiated and received approval for a complicated and
      critical settlement with their surety bond provider;

   4. negotiated and consummated the EMEA Sale, which included
      the assumption of certain of the obligations outstanding
      under the EMEA DIP Facility and the analysis and resolution
      of numerous issues arising under various foreign non-
      bankruptcy laws;

   5. managed critical vendor relationships with airports and
      other critical vendors;

   6. performed all the tasks required by the Chapter 11 process
      including noticing and reporting;

   7. coordinated and managed the various post-closing issues
      related to the North American Sale and EMEA Sale, including
      overseeing the transition of the Debtors' going forward
      businesses into the new purchasing entities; and

   8. established a Claims Bar Date

More recently, since entry of the Third Exclusivity Order, the
Debtors, with the assistance of their professionals, have:

   1. begun managing and reconciling 4,700 claims filed against
      the Debtors' estates;

   2. engaged the Committee and UK Administrator in dialogue over
      the allocation issues;

   3. circulated a proposed term sheet providing the framework
      for a Chapter 11 plan and a first draft of a disclosure
      statement; and

   4. attended to the various post-closing issues involved with
      the North American Sale and the EMEA Sale, including
      commencing litigation against Cherokee and Cendant.

Pursuant to an order dated February 24, 2003, Mr. Malfitano
relates that the Debtors established April 30, 2003 as the last
day that creditors asserting claims against the Debtors' estates
were permitted to file a proof of claim in these Chapter 11
cases.  The Debtors, with the assistance of the Committee, have
continued to work together to ensure that the largest possible
audience of creditors has been apprised of the Claims Bar Date.
In addition, in the short time since the Claims Bar Date, the
Debtors have begun the complex process of analyzing and
reconciling the $5,000,000,000 in scheduled and filed claims
against the Debtors' estates and the treatment of these various
claims in light of the fact that the Sales were structured in a
way that numerous contract and other claims were assumed by the
purchaser under the Sales and are no longer obligations of the
Debtors.

According to Mr. Malfitano, both of the Sales were structured as
going concern sales of assets held by numerous Debtor entities
in different parts of the world and, with respect to the EMEA
Sale, in various judicial insolvency proceedings.  The structure
of the Sales and the nature of the relationships among the
various debtor entities, along with the concurrent UK
Administration of BRACII's estate, present highly complex issues
regarding the allocation of the proceeds from the Sales among
the Debtors' estates, including the BRACII estate.  Resolution
of these complex allocation issues is critical to formulating
and implementing a Chapter 11 plan.

Since the Third Exclusivity Order, Mr. Malfitano reports that
the Debtors have attempted to foster an environment for
resolution of the allocation issues and anticipate that the
Committee or the UK Administrator will present a proposal for
treatment of the allocation issues.  The Debtors believe that it
is in the best interests of the estates that discussions over
allocation continue in an attempt to reach an appropriate
resolution.  The Debtors further believe that the continued
exclusivity provides the most constructive environment in which
the allocation issues can be resolved given the competing
interests involved.

Notwithstanding the open claims and allocation issues, Mr.
Malfitano tells the Court that the Debtors have expended
substantial effort on developing a framework for their Chapter
11 plan.  The Debtors have provided the Committee and the UK
Administrator with a term sheet detailing the salient features
of the Debtors' proposed plan of bankruptcy and a symmetrical
plan for the UK Administration.   Additionally, the Debtors
circulated a first draft of a disclosure statement.  As a
result, the Debtors, Committee and the UK Administrator have
begun to frame the discussion of the issues involved and foster
the development of a consensual bankruptcy plan.

Since the Sales closed, Mr. Malfitano alleges that the Debtors
have continued to resolve the various issues arising in
connection with the transfer of substantially all of the
Debtors' assets.  Specifically, the Debtors have assessed and
managed the remaining corporate and bankruptcy issues
accompanying the Sales. These post-closing issues included:

   1. addressing matters not originally contemplated by the ASPA
      and APA, including assumption of certain liabilities and
      payment of certain obligations asserted against the
      Debtors' estates and the UK Administration;

   2. working to resolve the remaining objections asserted by
      parties to those contracts the Debtors assumed and assigned
      pursuant to the ASPA and the APA; and

   3. pursuing a litigation strategy to resolve the outstanding
      post-closing issues relating to the ASPA and the APA.

In particular, on May 6, 2003, the Debtors, with the approval
and input of the Committee, filed an adversary proceeding in
this Court against Cendant and Cherokee seeking payment of
amounts owed by the Purchasers and the assumption of certain
employment related litigation under the ASPA.

Thus, the Debtors sought and obtained an extension of their
Exclusive Filing through and including July 2, 2003 and a
concomitant extension of their Exclusive Solicitation Period
through and including September 30, 2003.

The Bankruptcy Court accepts the Debtors' argument that
extending the Exclusive Periods is appropriate and warranted in
these Chapter 11 proceedings.  Since the Third Exclusivity
Order, the Debtors have continued to make considerable progress
in these cases.  Most importantly, the Debtors believe that they
are poised to bring these cases to successful completion -- and
at the same time to conclude the UK Administration -- subject
only to obtaining clarity on the proper magnitude of claims
against the estates and reaching a resolution of the allocation
issues. Each of these tasks is underway, but each requires
additional time.  The Debtors believe that the uncertainty that
would be created if exclusivity were terminated could harm the
processes the Debtors have begun, and prolong and jeopardize the
potential for a consensual plan of reorganization.

Mr. Malfitano assures the Court that the extension will not
prejudice the legitimate interests of any creditor.  The Debtors
are working with the Committee and the UK Administrator on plan
issues, and continue to make timely payment on all of their
Postpetition Date obligations.  Moreover, the Committee supports
the relatively short extension of the Debtors' Exclusive
Periods. (Budget Group Bankruptcy News, Issue No. 21; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


CENTENNIAL COMMS: Planning Private Placement of Senior Notes
------------------------------------------------------------
Centennial Communications Corp. (NASDAQ: CYCL) is pursuing,
subject to board approval, an offering of approximately $250
million in aggregate principal amount of senior notes due 2008
in a private placement transaction pursuant to Rule 144A and
Regulation S.

The net proceeds from the offering would be used to permanently
retire existing debt under the company's senior credit facility
and for general corporate purposes. The company is in
discussions with its lenders under its senior credit facility
regarding an amendment to the facility providing the company
with additional flexibility under the financial and other
covenants in the facility. The amendment would be contingent
upon the closing of the senior notes offering. There can be no
assurance that either the senior notes offering or the bank
amendment will be consummated.

The notes anticipated to be offered and sold will not be
registered under the Securities Act of 1933 and may not be
offered or sold in the United States absent such registration or
an applicable exemption from such registration requirements.

Centennial is one of the largest independent wireless
telecommunications service providers in the United States and
the Caribbean with approximately 17.1 million Net Pops and
approximately 929,700 wireless subscribers. Centennial's U.S.
operations have approximately 6.0 million Net Pops in small
cities and rural areas. Centennial's Caribbean integrated
communications operation owns and operates wireless licenses for
approximately 11.1 million Net Pops in Puerto Rico, the
Dominican Republic and the U.S. Virgin Islands, and provides
voice, data, video and Internet services on broadband networks
in the region. Welsh, Carson Anderson & Stowe and an affiliate
of the Blackstone Group are controlling shareholders of
Centennial. For more information regarding Centennial, please
visit the Company's Web sites at http://www.centennialcom.com
and http://www.centennialpr.com

As reported in Troubled Company Reporter's May 1, 2003 edition,
Standard & Poor's Ratings Services lowered the corporate
credit ratings on Centennial Communications Inc. and subsidiary
Centennial Cellular Operating Company to 'B-' from 'B'. Standard
& Poor's also lowered the subordinated debt rating on Centennial
Communications to 'CCC' from 'CCC+'. At the same time, the
secured bank loan rating at Centennial Cellular Operating
Company was lowered to 'B-' from 'B'.

The ratings were all removed from CreditWatch, where they were
placed Oct. 25, 2002. The outlook is negative.

"The downgrade reflects heightened business risk in the wireless
industry, particularly for regional carriers," said Standard &
Poor's credit analyst Catherine Cosentino. The regional wireless
carriers have faced increased competition from the larger,
national players such as Verizon Wireless and AT&T Wireless.
Carriers such as Centennial are disadvantaged relative to the
national players in terms of their ability to offer
competitively priced national plans. Moreover, the national
players are expected to continue to be aggressive in taking
share from the regional carriers, given the fact that overall
wireless subscriber growth will continue to slow due to
increased overall wireless penetration.


CHIQUITA BRANDS: Promotes Jeff Filliater to SVP of Fresh America
----------------------------------------------------------------
Chiquita Brands International, Inc. (NYSE: CQB) announced that
Jeff Filliater, 43, has been promoted to senior vice president
of the Chiquita Fresh North America unit.  Filliater most
recently served as vice president of global quality at Chiquita
Fresh.  In his new role, he will lead the company's Fresh North
America business team, expand our business into new products and
channels, and strengthen customer relationships.

"Jeff brings exceptional marketing and operational expertise to
his new position," said Bob Kistinger, president and chief
operating officer of Chiquita Fresh.  "Jeff's broad experience
will be especially useful as we focus on expanding relationships
with strategic retailers and leveraging the Chiquita brand to
profitably expand our fresh produce business by developing new
products and trade channels."

Filliater joined Chiquita in 1990 and has served in various
senior-level marketing, business development, quality and
operations positions.  Prior to joining Chiquita, he worked in
marketing at Mars, Inc., in the company's Uncle Ben's Food and
M&M/Mars divisions. Filliater graduated from the University of
Georgia in 1981 with a bachelor's degree in business
administration.

Chiquita Brands International is a leading international
marketer, producer and distributor of high-quality fresh and
processed foods.  The company's Chiquita Fresh division is one
of the largest banana producers in the world and a major
supplier of bananas in North America and Europe.  Sold primarily
under the premium Chiquita(R) brand, the company also
distributes and markets a variety of other fresh fruits and
vegetables.  For more information, visit the company's Web site
at http://www.chiquita.com

As reported in the Troubled Company Reporter's April 22, 2003
edition, Standard & Poor's Ratings Services assigned its 'B-'
rating to Chiquita Brands' $250 million senior unsecured notes
due 2009. Standard & Poor's also assigned its 'B' corporate
credit rating to Chiquita. The outlook is positive.

The senior unsecured notes were rated one notch below the
corporate credit rating, reflecting their junior position to the
large amount of secured debt and priority debt at the operating
subsidiaries.


CLAYTON HOMES: Reports May 2003 Preliminary Operating Results
-------------------------------------------------------------
Clayton Homes, Inc. (NYSE:CMH), a leading national manufactured
housing company, announced preliminary operating results for the
month of May 2003.

                                                   % Change
From
                                            $ in        May
                                          thousands     2002
                                          ----------  -------
Retail
    New and Used Sales Dollars             $44,300     -17%
Manufacturing
    Total Deliveries                       $44,300    - 11%
Communities
    Total Revenues                          $8,200     - 6%

Vanderbilt
Originations from Retail and Communities  $53,900     - 5%

Clayton Homes, Inc. is a vertically integrated manufactured
housing company with 20 manufacturing plants, 296 Company owned
stores, 611 independent retailers, 86 manufactured housing
communities, and financial services operations that provide
mortgage services for 168,000 customers and insurance protection
for 100,000 families.

As reported in Troubled Company Reporter's April 9, 2003
edition, the ratings of Clayton Homes, Inc. and some of its
Vanderbilt Mortgage manufactured housing securitizations were
placed on Rating Watch Positive by Fitch Ratings. Currently,
Fitch has an indicative senior unsecured rating of 'BB+' for
Clayton Homes.


COLD METAL: Brings-In Edward Lewis Inc. as Ohio Property Broker
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio gave
its stamp of approval to Cold Metal Products, Inc., and its
debtor-affiliates' application to engage the services of Real
Estate Broker for one year brokerage regarding an office
building in Boardman, Ohio.

The Debtors maintain that they require the assistance of a real
estate broker to sell the premises, which is unnecessary to
Debtors' operations as a result of the Debtors' recently closed
sales of substantially all of their operating assets.

James Grantz, a real estates agent with Edward J. Lewis, Inc.,
discloses that if the firm is successful in finding a purchaser
for the property, the Debtors will pay it 6% of the total gross
purchase price.

Cold Metal Products, Inc. is an intermediate steel processor of
strip and sheet steel for precision parts manufacturers in the
automotive, construction, cutting tools, consumer goods and
industrial goods markets. The Company filed for chapter 11
protection on August 16, 2002 (Bankr. N.D. Oh. Case No. 02-
43619).  Joseph F. Hutchinson Jr., Esq., at Brouse McDowell
represents the Debtors in their restructuring efforts. When the
Company filed for protection from its creditors, it listed
$65,430,000 in assets and $96,484,000 in debts.


CONGOLEUM CORP: Amends Agreement to Settle Asbestos Claims
----------------------------------------------------------
Congoleum Corporation (AMEX:CGM) has executed certain amendments
to the settlement agreement it entered into on April 10, 2003
with attorneys representing more than 75% of the known present
claimants with asbestos claims pending against Congoleum and
certain ancillary agreements relating to that settlement
agreement. The amendments provide additional time for parties to
review and respond to information required in order to
participate in the settlement.

The settlement agreement contemplates a Chapter 11
reorganization seeking confirmation of a pre-packaged plan of
reorganization that would leave trade and other unsecured
creditors unimpaired and would resolve all pending and future
asbestos claims against Congoleum, including personal injury
asbestos claims against Congoleum's distributors and affiliates
that derive from claims made against Congoleum. Approval of such
a plan of reorganization will require the supporting vote of at
least 75% of the asbestos claimants with claims against
Congoleum who vote on the plan.

                Eyes Chapter 11 Filing in September

Roger S. Marcus, Chairman of the Board, commented "As we
indicated in our 10-Q filing last month, we anticipated that we
would amend these agreements to address concerns as to whether
the deadlines in the original agreements were too ambitious. We
believe the settlement is a fair and good one for both the
claimants and the company, and felt that our interests would be
best served by assuring that claimants were afforded adequate
time to review the agreement, make a considered decision on
participation, and submit the necessary paperwork. Although this
amendment postpones our anticipated date for entering into
Chapter 11 until September, we believe it reduces the risk of
delays to the confirmation of our plan and the far more
important goal of exiting Chapter 11 with the asbestos issue
behind us, which we still hope to accomplish by the end of the
year. I continue to be encouraged by our progress and grateful
for the continued support of our employees, customers,
suppliers, lenders and shareholders."


CRYOPAK INDUSTRIES: Negotiating Amendment to Convertible Loan
-------------------------------------------------------------
Cryopak Industries Inc. (TSX-V: CII; OTCBB: CYPKF) announces the
resignation of Mr. Douglas R. Reid as Chief Financial Officer
and the appointment of Mr. Martin Carsky as the Company's new
Chief Financial Officer.

Mr. Carsky has worked as C.F.O. or interim C.F.O. for a number
of Vancouver-based publicly traded companies, and brings
extensive capital markets, acquisition and restructuring
experience to Cryopak. Most recently, he has held the position
of Vice-President of Finance and Secretary of Anthem Properties,
a TSX listed property development company.

Cryopak also announces that it is in the process of negotiating
an extension of and amendments to its outstanding C$3.6 million
Convertible Loan Agreement which came due on June 7, 2003. The
Company has not paid the principal or accrued interest owing on
maturity. Parties that have an interest in the Convertible Loan
have agreed to an interim extension to June 21, 2003 to allow
time for the presentation of the Company's suggested amendments.

Cryopak Industries Inc. (TSX-V: CII; OTCBB: CYPKF) develops,
manufactures and markets quality temperature-controlling
products such as the premium patented Cryopak Flexible Ice(TM)
Blanket, flexible hot and cold compresses, gel packs, and
instant hot and cold packs. The products are used during
transport to ensure critical temperature maintenance for
pharmaceuticals, blood, airline food and beverages, seafood and
all other perishable items. Cryopak's products are also used for
first aid, medical and physiotherapy treatments, and, through
retail distribution, for daily all-purpose chilling
applications.

With more than 10 years' experience in research and development,
Cryopak also offers expert testing and consulting services to
help companies optimize their cold-chain management programs.
For more information about Cryopak Industries Inc. or its
products, visit: http://www.cryopak.com


DELTAGEN INC: Landlord Terminates Lease Forbearance Agreement
-------------------------------------------------------------
Deltagen, Inc. (Nasdaq: DGEN) announced that, pursuant to the
related loan documents, it has informed the providers of its $5
million bridge loan of the receipt of a letter from the landlord
of its primary facility in Redwood City, California. The letter
asserts the termination of the lease forbearance agreement
entered into in early April 2003 with this landlord in
connection with the closing of the bridge loan and the
announcement of a minimum commitment for $10 million equity
capital in a private placement. The letter further asserts that
because of the termination of the forbearance agreement Deltagen
now owes all amounts under the lease that had been previously
deferred or eliminated under the forbearance agreement.

The bridge loan documentation requires notice to the lenders of
events that may result in a material adverse effect on Deltagen.
If termination of the forbearance agreement was to occur and the
rent payments previously deferred or eliminated were to become
due, it may result in such a material adverse effect.
Furthermore, the Bridge Loan lenders would have no obligation to
extend an additional $1 million advance under the Bridge Loan on
July 1, 2003, if a material adverse effect exists, and the
investors in the private placement would have no obligation to
make the $10 million investment to which they have committed if
a material adverse effect exists. Deltagen has not yet received
any indication from the Bridge Loan lenders and private
placement investors as to their response to these developments
and the others described below. The $5 million initial Bridge
Loan matures on July 1, 2003, unless the additional $1 million
advance has been made in which case the Bridge Loan matures
August 31, 2003. Deltagen does not expect to have sufficient
cash on hand on July 1, 2003 to repay the Bridge Loan and
accrued interest if it were to mature on that date.

The correspondence from the landlord relates to actions taken by
Lexicon Genetics Incorporated in April 2003 that have been
previously described in the Company's periodic reports filed
with the Securities and Exchange Commission. On April 28, 2003,
Deltagen received from Lexicon a letter that Lexicon claims
serves as notice of termination of the sublicense agreement
under which Deltagen obtained a commercial sublicense to certain
patents known as the '215 patent and the Capecchi patents. In
this letter, Lexicon specified two grounds that allegedly
entitle Lexicon to terminate the sublicense agreement: (1)
Deltagen's purported material breach of the DeltaBase agreement,
under which Lexicon obtained a commercial license to Deltagen's
DeltaBase product; and (2) Deltagen's purported insolvency. On
April 29, 2003, Deltagen received from Lexicon a letter which
Lexicon claims serves as notice under the DeltaBase agreement
of: (1) Lexicon's alleged entitlement to damages in the amount
of $25,000,000, plus attorneys' fees and costs, for Deltagen's
purported material breach of the DeltaBase agreement; and (2)
alleged noncompliance with the content criteria in the DeltaBase
agreement. Deltagen believes that Lexicon's claims and
allegations are without merit, and is in the process of
addressing these claims according to the dispute resolution
procedures provided by the settlement and other agreements
between Lexicon and Deltagen. It is the Company's belief that
Lexicon made these claims for competitive reasons in an attempt
to interfere with Deltagen's financing efforts and with the
Company's negotiations with current and prospective customers.

Over the past several months, Deltagen has worked to streamline
its operations by cutting costs and organizing its efforts to
best meet its customers' needs. Deltagen has been working to
determine if the streamlined operation can be supported by a
predictable revenue base. As part of its discussions with the
Bridge Loan lenders regarding potential material adverse
effects, Deltagen updated the status of its ongoing efforts to
sign new customer agreements and DeltaBase renewals with its
previous customers. In addition to other negotiations, Deltagen
has been in discussions with respect to the possible renewal of
each of its three major contracts with its DeltaBase customers.
At this time, one of the customers has declined to renew;
discussions with a second are still underway but may not
conclude in a timely manner; and a third customer has approached
Deltagen with a proposal that may or may not involve others in a
complex alternative structure. The outcome of Deltagen's
negotiations appears unlikely to result in a renewal of multiple
customer contracts prior to July 1, 2003. Failure to renew these
agreements could result in a significant loss of revenues.
Because of Deltagen's reliance on revenue generated under its
DeltaBase agreements, Deltagen faces significant risks if it
cannot renew its existing DeltaBase agreements or obtain new
DeltaBase customers. If the low likelihood of closing
significant renewals prior to July 1, 2003 has a material
adverse effect on Deltagen, the Bridge Loan lenders would have
no obligation to extend an additional $1 million advance under
the Bridge Loan on July 1, 2003, and the investors in the
private placement would have no obligation to make the $10
million investment to which they have committed with the results
described above.

Deltagen will continue to explore a variety of other
arrangements for its knockout mouse business, to exploit the
information contained in DeltaBase, and to realize value from
its rights relative to any secreted proteins or other drug
targets.


ENRON: Court OKs Stipulation Fixing Future Info Sharing Protocol
----------------------------------------------------------------
With Judge Gonzalez's approval, Enron Corporation, its debtor-
affiliates and the Official Committee of Unsecured Creditors
stipulate on the common interest matters, with respect to,
without limitation, the solvency of one or more of the Debtors
prior to the Petition Date and to establish procedures with
respect to future sharing of information among them.

The salient terms of the Stipulation are:

A. With respect to Common Interest Matters, each of the Debtors
    and the Committee and their outside professionals may share
    with each other documents and attorney-client communications,
    attorney work product, and other oral or written information
    that may be subject to a privilege or other protection from
    discovery -- the Shared Material.  The provision of Shared
    Material from one Party to another is not and will not be
    deemed to be a waiver of any privilege or protection;

B. Each of the Parties and their professionals reserve the right
    to determine for itself or themselves which materials it will
    provide to another Party as Shared Material;

C. Shared Material will not include any information that:

      (i) at the time it is shared or thereafter is generally
          available to or known by the public,

     (ii) was available to the receiving Party on a
          non-confidential basis from a source that is not or was
          not bound by a confidentiality agreement with respect
          thereto, or

    (iii) has been independently acquired or developed by the
          receiving Party without violating any of its
          obligations;

D. No obligation or duty to provide any Shared Material is
    created by this Stipulated Order and participation in this
    Stipulated Order by each Party and the provision of Shared
    Material by any Party is voluntary;

E. By entering into this Stipulated Order or by any action or
    conduct in contemplation of or pursuant to this Stipulated
    Order, neither the Parties nor their outside professionals
    intend to waive or do waive, in whole or part, the attorney-
    client privilege, the work-product doctrine, or any other
    privilege, right, or immunity they may be entitled to claim
    or invoke.  If the Parties' interests on any matter as to
    which information is shared among them pursuant to this
    Stipulated Order become adverse, no Party will have, or will
    be deemed to have, waived with respect to the other Party any
    right or privilege applicable to that information by reason
    of sharing it with another Party, and all rights and
    privileges are expressly preserved and will be assertable as
    if the Shared Material had not been disclosed to the
    receiving Party pursuant to this Stipulated Order.  The
    rights of the receiving Party to object to the
    Confidentiality or privileged nature of any material will
    also be preserved to the same extent;

F. Shared Material provided by any Party to another Party will
    be held in strict confidence by the receiving Party and the
    receiving Party agrees it will not disclose Shared Material
    to any person except as required by applicable law,
    regulation, or legal process; provided, however, that Shared
    Material may be provided to:

    (a) officers, directors, employees, accountants, attorneys,
        experts, consultants, advisors, support staff,
        representatives and agents of the receiving Party or
        members thereof, and

    (b) any person or entity authorized in writing to receive
        Shared Material by the Party producing it;

G. Each Party acknowledges and agrees that Shared Material
    obtained from another Party is being shared solely for the
    purpose of furthering the Parties' joint or common interests
    and only to the extent necessary to further joint or common
    interests;

H. Nothing in this Stipulation will prohibit, restrict, or limit
    any Party from providing or disclosing to any other person or
    entity, without notice and at the sole discretion of each,
    the Shared Material or information contained in Shared
    Material that they have provided to another Party;

I. If a Party receiving Shared Material is requested or required
    by any person to provide or produce any Shared Material
    supplied by another Party, the receiving Party will, unless
    prohibited from doing so by applicable law, give counsel to
    the Party who provided the Shared Material prompt notice of
    the request so that the providing Party may take appropriate
    action to protect any privilege it may be able to assert
    under any applicable law with respect to that material or
    waive the receiving Party's compliance with the provisions of
    this Stipulated Order.  If the receiving Party wishes to
    provide any Shared Material to persons and entities not
    otherwise entitled to receive them under this Stipulated
    Order, the receiving Party must first obtain the advance
    written consent of the Party or counsel for the Party that
    produced the Shared Material or, upon five business days'
    notice to the Party that produced the Shared Material, obtain
    permission from the Court;

J. The receiving Party may challenge the propriety of the
    designation of any materials marked as Shared Material.  If
    the receiving Party desires to challenge a Shared Material
    designation, it will file an application with the Court, in
    camera, challenging the Shared Material designation of
    documents provided.  The Party who produced the documents and
    made the designation will have 10 business days either to
    remove the designation or to oppose the application; and

K. If the Parties subsequently desire to share additional
    information on matters other than what has been described as
    Common Interest Matters, these procedures will be applicable:

    -- the Parties will prepare an addendum to this Stipulated
       Order identifying the nature of the common interest
       justifying the application of the doctrine and, in general
       terms, the information to be shared -- the Addendum;

    -- The Parties will file the Addendum with the Court and
       serve it on all parties on the "Service List" in
       accordance with, the Second Amended Case Management Order
       Establishing, Among Other Things, Noticing Electronic
       Procedures, Hearing Dates, Independent Website and
       Alternative Methods of Participation at Hearings dated
       December 17, 2002;

    -- Unless a written objection describing the legal bases for
       dispute is filed with the Court and served so as to be
       received by counsel for the Parties-in-Interest within
       seven days of the filing and service of the Addendum,
       then, without further order or other action by the Court,
       the Addendum will be deemed incorporated into this
       Stipulated Order and will become effective nunc pro tunc
       to the date of filing and service; and

    -- If an objection is timely filed and served, the Court
       will set a hearing to consider the objection and afford
       the Parties an opportunity to submit additional pleadings,
       evidence and memoranda of law in response to the
       objection. (Enron Bankruptcy News, Issue No. 68;
       Bankruptcy Creditors' Service, Inc., 609/392-0900)

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


EVELETH MINES: Wants Blessing to Use Wells Fargo Cash Collateral
----------------------------------------------------------------
Eveleth Mines LLC, doing business as EVTAC Mining, asks the U.S.
Bankruptcy Court for the District of Minnesota to approve its
use of Wells Fargo Business Credit, Inc.'s cash collateral to
finance the continued operation of its businesses.

Wells Fargo Business Credit, Inc., is the holder of promissory
notes under which Eveleth owes $5,987,000.  The Debt is secured
by a security interest in Debtor's personal property, including
inventory, equipment, accounts and general intangibles.

The Debtor and Wells Fargo agree that all collections of the
proceeds of collateral will be used to pay down the Debt to the
Secured Creditor and that the debtor will borrow on a revolving
line of credit as needed to pay budgeted operating expenses. In
essence, this is a continuation of the prepetition borrowing
arrangement between the debtor and the secured creditor.  The
pay down and borrow back arrangement will result in Wells Fargo,
the secured creditor, holding a super priority administrative
expense claim for portion of its debt.

The Debtor promises to use Wells Fargo's cash collateral in
accordance with a Weekly Budget projecting:

                             7-Jun     14-Jun     21-Jun
                             ------    ------     ------
    Beginning Cash         3,646,987  3,707,344  2,152,338
    Labor Cost               186,624    598,530    477,161
    Materials & Supplies     101,900    103,000    100,600
    Administrative Cost      858,900  2,398,426    205,024
    Ending Cash            2,499,474    607,388  1,369,553

                             28-Jun     5-Jul     12-Jul
                             ------     -----     ------
    Beginning Cash         2,928,548  3,275,092  2,837,671
    Labor Cost               326,466    120,171    312,037
    Materials & Supplies     127,000    109,500     99,100
    Administrative Cost       14,600    207,750    167,176
    Ending Cash            2,460,482  2,837,671  2,259,358

                             19-Jul     26-Jul     2-Aug
                             ------     ------     -----
    Beginning Cash         2,259,358  3,129,931  1,026,888
    Labor Cost               414,062    304,574    123,525
    Materials & Supplies     102,500    166,000    100,600
    Administrative Cost       17,366  2,258,875     31,600
    Ending Cash            1,725,431    400,481    771,164

                             9-Aug      16-Aug     23-Aug
                             -----      ------     ------
    Beginning Cash         1,248,694    829,120  1,826,052
    Labor Cost               304,574    414,062    304,574
    Materials & Supplies     101,000     94,500     96,100
    Administrative Cost        1,400     11,366    276,533
    Ending Cash              829,120    309,192  1,148,845

                             30-Aug     6-Sep     13-Sep
                             ------     -----     ------
    Beginning Cash         1,148,845  2,444,170  1,881,293
    Labor Cost               123,525    278,451    123,525
    Materials & Supplies     124,500      9,600     93,600
    Administrative Cost        1,600    188,426      1,000
    Ending Cash              899,220  1,881,293  1,663,168

                             20-Sep     27-Sep     4-Oct
                             ------     ------     -----
    Beginning Cash         3,180,028  4,008,534  5,000,894
    Labor Cost               568,988    123,525    278,451
    Materials & Supplies      95,000    324,500    146,700
    Administrative Cost       24,366     76,475     24,000
    Ending Cash            2,491,674  3,484,034  4,551,743

                             11-Oct     18-Oct     25-Oct
                             ------     ------     ------
    Beginning Cash         6,068,603  7,077,062  7,752,279
    Labor Cost               123,525    748,668    123,525
    Materials & Supplies     145,700     96,700    126,500
    Administrative Cost      239,176     24,366    339,133
    Ending Cash            5,560,202  6,207,329  7,163,121

                             1-Nov      8-Nov
                             -----      -----
    Beginning Cash         8,679,981  9,715,729
    Labor Cost               367,012    123,525
    Materials & Supplies      95,100     90,500
    Administrative Cost       19,000      1,000
    Ending Cash            8,198,869  9,500,705

The cash collateral agreement with Wells Fargo will expire on
the earliest of:

      i) July 28, 2003,

     ii) five business days after the Secured Party has given
         written notice to the Debtor of the Secured Party's
         termination of its consent to the Debtor's use of cash
         collateral hereunder, or

    iii) the date on which an order is entered in the Case
         confirming a plan.

Eveleth Mines LLC, doing business as EVTAC Mining is in the
business of iron ore mining.  The Company filed for chapter 11
protection on May 1, 2003 (Bankr. Minn. Case No. 03-50569).
Michael L. Meyer, Esq., at Ravich Meyer Kirkman Mcgrath & Nauman
PA represents the Debtor in its restructuring efforts.  As of
March 2003, the Company listed total assets of $98,252,208 and
total debts of $97,199,926.


FEDERAL-MOGUL: Court Approves Asbestos Claims Settlement Pact
-------------------------------------------------------------
At Federal-Mogul Corporation and its debtor-affiliates' request,
Judge Newsome approved a settlement agreement resolving certain
claims asserted by and among:

    (i) Asbestos Claims Management Corporation, formerly known as
        National Gypsum Company, and the NGC Settlement Trust;

   (ii) Debtors T&N Limited, Gasket Holdings, Inc. and Ferodo
        America Inc., Federal-Mogul Corporation, Federal-Mogul
        Products, Inc. and Felt Products Manufacturing Co.; and

(iii) certain debtor companies, including Armstrong World
        Industries, Inc. and United States Gypsum Company.

T&N, Gasket Holdings and Ferodo are former members of the Center
for Claims Resolution, together with Armstrong and USG.

The Settlement Agreement resolves the claims asserted by either
parties against the other.  The principal claims in dispute
between ACMC and the Debtors arise from ACMC's obligations to
make unpaid settlement payments under a Producer Agreement
Concerning the Center for Claims Resolution and the Debtors'
alleged obligations to ACMC under a reimbursement agreement.

In 1998, certain corporations that were defendants in asbestos
personal injury litigation, including the Debtors and ACMC,
formed the CCR to act as the agent of each member for the
purpose of administering, settling, managing and disbursing
settlement payments with respect to all asbestos-related
personal injury claims filed against the CCR members.

Through the Producer Agreement, the members:

     * authorized the CCR to enter into certain settlement
       agreements with asbestos claimants on behalf of the
       members; and

     * agreed to pay a certain share of the settlements based on
       a set formula contained in the Producer Agreement.

National Gypsum was a CCR member until it filed for bankruptcy
on October 28, 1990.  After confirmation of a reorganization
plan in 1993, a new National Gypsum was formed and a settlement
trust -- the ACMC -- was created.  With the Texas Bankruptcy
Court's approval, ACMC assumed the obligations of the old
National Gypsum under the Producer Agreement.

Certain CCR members executed a reimbursement agreement to
encourage ACMC to remain a member.  Under the Reimbursement
Agreement, the CCR continued to bill ACMC for its obligations
under the Producer Agreement.  In the event that ACMC did not
prevail in the Litigation, the Reimbursement Agreement would
obligate the CCR and its current and former members to reimburse
ACMC for 70% of any amounts that ACMC had paid for the asbestos
settlement payments after execution of the Reimbursement
Agreement.  On the other hand, if ACMC were to prevail, the
Debtors' allocable share could be $9,000,000.

However, ACMC terminated its membership in the CCR and has not
made payments to the CCR or its members for settlement payments
that ACMC owes under the Producer Agreement.

                  ACMC's Claims Against the Debtors

Prior to the Reimbursement Agreement, ACMC and the new National
Gypsum have become involved in litigation regarding whether the
new National Gypsum had liability to asbestos claimants seeking
to recover from ACMC.

ACMC alleged that this reimbursement obligation was triggered by
a determination in the Litigation that the new National Gypsum
was not obligated to fund certain asbestos claims under the 1993
Plan.  Consequently, the CCR and ACMC are litigating the issue
of whether the reimbursement obligations under the Reimbursement
Agreement have been triggered.  ACMC argued that, as a result:

     (a) it owes nothing to the CCR with respect to certain
          unpaid bills that the CCR has sent to it; and

     (b) the CCR and its current and former members jointly and
         severally owe ACMC over $50,000,000 under the
         Reimbursement Agreement to reimburse for payments ACMC
         previously made.

In addition to its claims against the Former CCR Members
relating to the Reimbursement Agreement, ACMC asserted
contingent contribution and reimbursement claims against the
Debtors for amounts it may be owed as a result of the Former CCR
Members' participation in the CCR under the Producer Agreement
based on contractual indemnity and their role as co-defendants
with ACMC in certain litigation brought by asbestos claimants.

                    Debtors' Claims Against ACMC

The Former CCR Members filed claims in ACMC's Chapter 11 case
asserting for the amounts they actually paid to the CCR on
behalf of ACMC, which the CCR, in turn, paid out to asbestos
claimants for re-settlements of previously settled asbestos-
related claims. The Debtors estimate the amount of those
payments is $188,000. They also asserted claims for those
amounts they were billed by the CCR -- but did not pay -- for
ACMC's allocable share of the CCR settlements that ACMC failed
to fund.  The Former CCR Members' liability for those amounts
are subject to an adversary proceeding pending before The
Honorable Alfred M. Wolin, and are currently estimated by the
Debtors to total $3,805,000. Accordingly, the aggregate amount
of their claims against ACMC is $53,993,000.

The Debtors also asserted contingent claims for contribution and
reimbursement against ACMC for the amounts that may be owed to
them as a result of:

     (1) ACMC's participation in the CCR under the Producer
         Agreement based on contractual indemnity; and

     (2) ACMC's role as co-defendant with the Debtors in certain
         litigation brought by asbestos claimants.

         ACMC Settlement with the CCR & its Current Members

ACMC, the CCR and its current members have reached a settlement
agreement wherein the CCR and its current members will pay
$10,400,000 to ACMC in full settlement of its $52,000,000 claim
under the Reimbursement Agreement.  The CCR and its current
members agree to release any claims they may hold against
previous members, including the Debtors, for any amounts owed to
ACMC under the Reimbursement Agreement and any amounts paid by
the CCR and its current members to ACMC under the CCR Settlement
Agreement.

The release allows the Debtors to avoid any liability to the CCR
and its current members for:

     -- their potential share of the $52,000,000 liability to
        ACMC under the Reimbursement Agreement, which is
        estimated at $9,000,000; and

     -- any reimbursement or contribution claims of the CCR and
        its current members for any part of the $10,400,000 they
        are obligated to pay to ACMC under the CCR Settlement
        Agreement.

The Debtors are not parties to the CCR Settlement Agreement.
However, a condition precedent to consummation of the CCR
Settlement Agreement is the withdrawal of the claims against
ACMC by the CCR and its current and former members.

The Debtors note that the releases from the CCR and its current
members are the primary motivation for them to enter into the
Settlement Agreement with ACMC.  Without the Settlement
Agreement, they will be forced to resolve their claims against
ACMC in separate claims allowance proceedings before the Court.
This will require them to expend significant time, effort and
resources to investigate, propound discovery and prepare motions
and other documents.  As a result, the Debtors will incur
substantial attorneys fees and expenses.

      The Settlement Agreement between the Debtors and ACMC

Pursuant to the Settlement Agreement between the Debtors and
ACMC, the parties agree to withdraw their proofs of claim
against each other.  However, the Debtors may assert against
ACMC's asbestos trust any asbestos claims that they purchase or
pay after the confirmation of ACMC's plan that qualify for
treatment as indirect asbestos claims.  Those claims will be
processed and paid in accordance with ACMC's trust distribution
procedures. Likewise, ACMC will retain a reciprocal right to
seek payment from the Debtors' asbestos trust in accordance with
the trust distribution procedures, for indirect asbestos claims
purchased or paid by ACMC after confirmation of the Debtors'
plan.

The Debtors will also release ACMC from the $188,000 claim on
account of the sums they have paid on ACMC's behalf for the CCR
asbestos re-settlements.  ACMC will also be released from these
claims:

     -- $3,800,000 in claims for the amounts the CCR has billed
        for ACMC's liabilities; and

     -- contingent contribution and reimbursement claims arising
        under the Producer Agreement and under common law as co-
        defendants in various asbestos-related litigation.
        (Federal-Mogul Bankruptcy News, Issue No. 38; Bankruptcy
        Creditors' Service, Inc., 609/392-0900)

Federal-Mogul Corp.'s 8.800% bonds due 2007 (FDML07USR1) are
trading at about 14 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=FDML07USR1
for real-time bond pricing.


FIBERCORE INC: Fails to Comply with Additional Nasdaq Guidelines
----------------------------------------------------------------
FiberCore, Inc. (Nasdaq: FBCE), a leading manufacturer and
global supplier of optical fiber and preform for the
telecommunication and data communications markets, announced
that on May 30, 2003 it had received a notification of
"additional deficiency" from Nasdaq. The Company was notified
that it fails to comply with the Nasdaq SmallCap Market
requirement that it maintain either shareholders' equity of at
least $2.5 million, market value of listed securities of at
least $35 million, or net income from continuing operations
requirements of at least $500,000 for the two most recent fiscal
years, as well as its failure to file its annual report on Form
10-K on a timely basis for continued listing, and that as a
result its securities are subject to delisting from the Nasdaq
SmallCap Market.

Based on the Form 10-Q for the period ended March 31, 2003, the
Company's stockholders' equity was $903,000. In addition, as of
May 29, 2003, the market value of listed securities was
$10,331,414. Finally, in its annual filings, the Company
reported a net loss from continuing operations of ($31,077,000),
net income from continuing operations of $480,000, and net loss
from operations of $2,697,000, for the years ended December 31,
2002, 2001 and 2000, respectively.

The Company appeared before a Nasdaq hearing panel on May 22,
2003 where it explained its deficiency in regards to compliance
with the Nasdaq SmallCap Market listing requirements including
the aforementioned financial thresholds. At this hearing, the
Company explained how it intends to comply with the Nasdaq
listing requirements and requested sufficient time to implement
its revised business and financial plan. A final determination
by Nasdaq is expected shortly. There can be no assurance that
the Company will not be delisted from the Nasdaq SmallCap
market.

If the Company is delisted, it would suffer material adverse
consequences. If the Company should be delisted, the Company
will endeavor to facilitate the trading of its stock on the OTC
Bulletin Board, but no assurance can be given that such a
trading market will be available. FiberCore previously traded on
the OTC Bulletin Board before moving to the Nasdaq Smallcap
Market in November 2000.

FiberCore, Inc. develops, manufactures, and markets single-mode
and multimode optical fiber preforms and optical fiber for the
telecommunications and data communications markets. In addition
to its standard multimode and single-mode fiber, FiberCore also
offers various grades of fiber for use in laser-based systems up
to 10 gigabits/sec, to help guarantee high bandwidths and to
suit the needs of Feeder Loop (also known as Metropolitan Area
Network), Fiber-to-the Curb, Fiber-to-the Home and Fiber-to- the
Desk applications. Manufacturing facilities are presently
located in Jena, Germany and Campinas, Brazil.

For more information about the company, its products, or
shareholder information visit its Web site at:
http://www.FiberCoreUSA.com

At March 31, 2003, FiberCore's balance sheet shows that its
total current liabilities outweighed its total current assets by
about $37 million. Its total shareholders' equity narrowed to
about $900,000 from about $4.4 million three months ago.


FLEMING: Wants Lease Decision Period Extended to September 30
-------------------------------------------------------------
Since the Petition Date, Fleming Companies, Inc., and its
debtor-affiliates have been wholly occupied with the operation
of their businesses, attempting to address creditor issues and
concerns with respect to their bankruptcy filing, the
preparation and finalization of their schedules of assets and
liabilities and statements of financial affairs, and the
consideration of business decisions facing them.  They are also
set on developing a business plan that can be supported by their
creditor constituencies.  Until that plan is fully developed,
Scotta E. McFarland, Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub P.C., relates that the Debtors will not be
able to accurately determine whether they should assume or
reject certain non-residential real property leases.

At present, the Debtors have 1,270 remaining unexpired leases.
Since the Petition Date, the Debtors have sought to reject
almost 200 leases after careful scrutiny of the value of the
leasehold. They are currently in the process of reviewing the
remaining Leases and their rights and obligations under the
Leases.

Section 365(d)(4) of the Bankruptcy Code requires the Debtors to
assume or reject an unexpired lease within 60 days after the
Petition Date -- that is, May 31, 2003 -- or within an
additional time as the Court may fix, for cause.

Ms. McFarland tells the Court that the Debtors will not be able
to make reasoned decisions as to whether to assume or reject all
of the Leases before the May 31 deadline.  However, they do not
want to forfeit their rights to assume any of the Leases as a
result of the "deemed rejected" provision of Section 365(d)(4).

For this reason, the Debtors ask the Court to extend their time
to assume or reject unexpired non-residential real property
leases for 120 days through and including September 30, 2003,
pursuant to Section 365(d)(4).

Ms. McFarland maintains that the affected lessors will not be
prejudiced with the extension of the Section 365(d)(4) deadline.
The Debtors have been current in all of their postpetition rent
payments and other contractual obligations with respect to the
Leases.  They will continue to timely pay all rent obligations
until the Leases are either rejected or assumed.

Judge Walrath will convene a hearing to consider the Debtors'
request on June 25, 2003.  Pursuant to Rule 9006-2 of the
Local Rules of Bankruptcy Practice and Procedures of the
Delaware Bankruptcy Court, the lease decision deadline is
automatically extended until the conclusion of that hearing.
(Fleming Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


GAP INC: Brings-In Susan Wayne as Head of Old Navy Marketing
------------------------------------------------------------
Gap Inc. (NYSE: GPS) announced that Susan Wayne is joining the
company as executive vice president, marketing, for Old Navy.

Ms. Wayne, 38, will oversee all aspects of marketing for the Old
Navy brand, including advertising, in-store promotion and public
relations activities. She will report to Old Navy President
Jenny Ming.

"Susan brings strong marketing and consumer insight expertise to
Old Navy," said Ms. Ming. "She perfectly complements the
talented team we already have in place and further enhances our
ability to build the Old Navy brand and deliver unique marketing
for our distinct customer segments."

Ms. Wayne joins Gap Inc. from Leo Burnett USA where she was an
executive vice president.  Gap Inc. hired Leo Burnett in
December of 2002 to assist with strategic branding for its Gap
and Banana Republic brands. Ms. Wayne led the Leo Burnett
account team in this effort, which is still in progress.

"As hard as it is to lose one of our homegrown talents, it's
good to know that our clients at Gap Inc. recognize Susan's
incredible skills and leadership abilities," said Cheryl Berman,
chairman, chief creative officer, Leo Burnett USA. "We know she
will do great things at Old Navy and we wish her the very best
in her new role. We look forward to continuing our strategic
branding partnership with Gap and Banana Republic."

While at Leo Burnett, Ms. Wayne also led the Hallmark account
for four years and spent eight years on the company's Procter &
Gamble beauty care and health care business on brands such as
Secret, Noxzema and Crest Toothbrushes. Ms. Wayne was recently
named one of Advertising Age's "2003 Women to Watch."

Gap Inc. is a leading international specialty retailer offering
clothing, accessories and personal care products for men, women,
children and babies under the Gap, Banana Republic and Old Navy
brand names. Fiscal 2002 sales were $14.5 billion. As of May 31,
2003, Gap Inc. operated 4,241 store concepts (3,106 store
locations) in the United States, the United Kingdom, Canada,
France, Japan and Germany. In the United States, customers also
may shop the company's online stores at gap.com, Banana
Republic.com and oldnavy.com.

As reported in Troubled Company Reporter's May 6, 2003 edition,
The Gap, Inc.'s 'BB-' rated senior unsecured debt was affirmed
by Fitch Ratings. Approximately $2.9 billion in debt was
affected by this action. The Rating Outlook remains Negative,
reflecting uncertainty as to the sustainability of Gap's recent
comparable store sales growth.

The rating reflects the long-term weakness in Gap's sales which
has put pressure on the company's operating and financial
profile. In addition, the competitive operating and weak
economic environment may delay the company's ability to improve
its performance. However, the rating also factors in Gap's brand
position, solid free cash flow due to curtailment in capital
expenditures and strong liquidity.


GENTEK INC: UST Appoints Tort Claimants to 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'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)


GERDAU AMERISTEEL: Pursuing $750-Mill. Refinancing Transactions
---------------------------------------------------------------
Gerdau Ameristeel Corporation (TSX:GNA.TO) intends to raise $400
million through a private offering of Senior Notes due 2011.
Contemporaneously with the offering of Senior Notes, the company
also intends to enter into a senior secured credit facility
providing commitments of $350 million. Gerdau Ameristeel will
use the net proceeds of the offering of Senior Notes and the
initial draw-down under the senior secured credit facility to
repay debt under its existing credit facilities. Once the
company completes the refinancing, it plans to reorganize its
subsidiaries to more efficiently integrate its operations and
bring its U.S. operations within the same U.S. group. The Senior
Notes have not been and will not be registered under the U.S.
Securities Act of 1933 and may not be offered or sold in the
United States absent such registration or an applicable
exemption from registration requirements. The issuance will be
offered to qualified institutional buyers in reliance on Rule
144A under the Securities Act and outside the United States in
compliance with Regulation S under the Securities Act.

Gerdau Ameristeel -- whose corporate credit rating is affirmed
by Standard & Poor's at 'BB-' -- is the second largest minimill
steel producer in North America with annual manufacturing
capacity of over 6.8 million tons of mill finished steel
products. Through its vertically integrated network of 11
minimills (including one 50%-owned minimill), 13 scrap recycling
facilities and 26 downstream operations, Gerdau Ameristeel
primarily serves customers in the eastern half of North America.
The company's products are generally sold to steel service
centers, fabricators, or directly to original equipment
manufacturers for use in a variety of industries, including
construction, automotive, mining and equipment manufacturing.
Gerdau Ameristeel's common shares are traded on the Toronto
Stock Exchange under the symbol GNA.TO


GLOBAL CROSSING: Court Clears Settlement with Computer Sciences
---------------------------------------------------------------
The Global Crossing Debtors obtained the U.S. Bankruptcy Court's
approval of a settlement agreement with Computer Sciences
Corporation.

                          Backgrounder

Computer Sciences Corporation is the Global Crossing Ltd.
Debtors' single largest retail customer.  The GX Debtors provide
CSC with a variety of telecommunications services, including
Global Frame Relay, IP Transit, Private Line, conferencing and
voice services.

Since the Petition Date, the GX Debtors' relationship with CSC
has been strained.  In fact, on June 28, 2002, CSC sought to
terminate its contractual relationship with the GX Debtors.
Since that date, the parties have been simultaneously engaged
in:

     -- discovery and litigation related to the termination, and

     -- settlement negotiations.

In March 2003, the GX Debtors and CSC agreed to the terms of a
settlement to resolve the issues between them, including an
amendment to their existing contract.

Global Crossing Telecommunications, Inc., is the debtor-entity
that provides telecommunications services to CSC pursuant to
that certain Amended Master Services Agreement, dated November
1, 2001.  Prior to the execution of the MSA, the parties entered
into that certain Master Services Agreement, effective as of
December 15, 2000.  After 10 months of deployment and operation
under the Original Agreement, CSC and GX Telecommunications
mutually agreed to enter into the MSA to facilitate the
provision of additional services to CSC.

The MSA required CSC to spend all of its "Available Spend" on
certain telecommunications services provided by Global Crossing,
up to a $645,000,000 maximum over 12 years. The MSA also
provided, subject to specific terms and conditions, for the
payment of shortfall charges under certain circumstances if CSC
did not meet certain annual targets.  In addition, the MSA
contained a "termination at will" provision which entitled CSC
to terminate the MSA at any time on a no-fault basis after
payment of a $160,000,000 termination charge. The MSA also
facilitated the outsourcing of a portion of CSC's Global Network
to Global Crossing, at CSC's option.

On June 28, 2002, CSC filed a Motion to Modify the Automatic
Stay pursuant to which CSC sought to terminate the MSA.  CSC
contended that the Debtors had materially breached the terms of
the MSA by failing to provide:

       (i) the requisite amount of Network Availability;

      (ii) a network that was "fully redundant"; and

     (iii) the amount of network bandwidth required by the MSA.

The Debtors disputed CSC's factual allegations and maintained
that the Debtors had fully performed all of their obligations
under the MSA.  Both the Debtors and CSC commenced discovery in
advance of litigation on the CSC Motion.  In addition, on
September 30, 2002, CSC filed a proof of claim against GX
Telecommunications' estate for $3,750,000.

Following extensive arm's-length negotiations, the Debtors and
CSC have agreed to the terms of a settlement as well as an
amendment and restatement of the MSA, dated as of March 21,
2003, and to assume the MSA.

Pursuant to the Settlement, the MSA will be amended to:

       (i) reduce the initial term;

      (ii) revise CSC's minimum purchase commitments;

     (iii) acknowledge that CSC does not desire to proceed with
           the outsourcing of its Global Network to Global
           Crossing by removing the parties' obligations in
           relation thereto;

      (iv) revise the Termination Provision;

       (v) clarify the scope and operation of the provisions in
           the MSA regarding service level objectives and
           guarantees, making them consistent with industry
           standards;

      (vi) clarify CSC's rights to terminate the MSA in the event
           of a failure to comply with the SLAs; and

     (vii) grant mutual releases.

In addition, pursuant to the Settlement, the parties to the MSA
will be able to exercise their rights and remedies under the
MSA, including any contractual termination rights, without
further Court order, provided that all rights and remedies are
taken in accordance with the terms and conditions of the MSA.

The MSA is a complex commercial transaction that involves
various payment and usage requirements on CSC's part.  The most
significant terms of which are:

     A. "Minimum Required Usage" means the minimum amount of
        services that CSC must purchase from the Debtors in each
        year of the Initial Term.

     B. "Actual Usage " means the amount of services actually
        purchased and paid for by CSC.

     C. "Minimum Required Cash Payment" means the minimum
        payments that the Debtors must receive from CSC each
        year.  These amounts are higher than the Minimum Required
        Usage.

     D. "Adjustment Payment" means the amount CSC must pay at the
        end of each year to make up any difference between CSC's
        Actual Usage and the Minimum Required Cash Payment.

     E. "Total Cash Payments" means the total amount of cash that
        the Debtors have received from CSC at the expiration of
        the Initial Term.

The salient terms of the MSA are:

     A. The initial term of the MSA is reduced from 12 years to
        seven years.

     B. The Debtors will assume the MSA, in accordance with
        Section 365 of the Bankruptcy Code.  This assumption will
        become effective on the first day of the first month
        following the Court's entry of a final, non-appealable
        order approving the Settlement.

     C. CSC's purchase and payment commitments during the Initial
        Term are reduced to $151,000,000 which will be payable
        based on this schedule:

                          Minimum
                       Cash Payment   Min. Usage
                       ------------   -----------
           Year 1       $15,000,000   $10,000,000
           Year 2        19,000,000    12,500,000
           Year 3        21,000,000    14,000,000
           Year 4        21,000,000    15,000,000
           Year 5        21,000,000    16,000,000
           Year 6        21,000,000    16,000,000
           Year 7        21,000,000    16,000,000
                       ------------   -----------
           Totals      $139,000,000   $99,500,000

     D. Each year, CSC will pay for services as they are
        purchased. CSC is required to purchase services in the
        amount of the Minimum Required Usage amounts.

     E. If the Actual Usage exceeds the Minimum Required Cash
        Payment in any given year, then the amount that exceeds
        The Minimum Required Cash Payment will reduce the
        Following year's Minimum Required Cash Payment.

     F. At the end of each year of the Initial Term, CSC will be
        required to make an Adjustment Payment to cover any
        shortfall between the Actual Usage and the Minimum
        Required Cash Payments.

     G. The portion of the Adjustment Payment which covers a
        shortfall between the Actual Usage and the Minimum
        Required Usage will be forfeited by CSC.

     H. The portion of the Adjustment Payment which covers a
        shortfall between the Minimum Required Usage and the
        Minimum Required Cash Payments will be credited towards
        services for the following year.  CSC will only be able
        to utilize the Credit after it has met the Minimum
        Required Usage for that year.

     I. If the Total Cash Payments are less than $151,000,000,
        CSC can elect either to:

        1. renew the agreement for an additional four-year term
           with a new Extended Term Commitment amounting to
           $100,000,000 in services plus the amount of the Total
           Shortfall spread equally over the Extended Term; or

        2. pay the difference between $151,000,000 and the Total
           Cash Payments.

     J. The MSA is amended to remove provisions regarding the
        proposed outsourcing of CSC's Global Network and to
        remove the parties' obligations.

     K. The Termination Provision is amended so that CSC may
        terminate the MSA:

        1. for convenience at any time during the Initial Term
           after CSC has paid at least $151,000,000; or

        2. for cause pursuant to the terms of the MSA.

     L. The SLAs contained in the MSA are amended to be
        consistent with industry standards.

     M. After Bankruptcy Court approval of the Settlement, CSC
        agrees to withdraw:

        1. the CSC Motion; and

        2. the Proof of Claim.

     N. CSC waives its rights relating to the alleged breaches of
        the MSA by the Debtors prior to the effective date of the
        MSA.  The Debtors waive their rights relating to any
        claims against CSC, including any failure by CSC to
        achieve its minimum purchase obligations prior to the
        effective date of the MSA.

CSC has agreed that it will waive its right to assert an
administrative claim for damages that result if the Debtors
subsequently reject the MSA.  Rejection damage claims, if any,
will be non-priority, general unsecured claims of the Debtors'
Chapter 11 cases.  The parties reserve their rights with respect
to any claims that may be asserted by either the Debtors or CSC
pursuant to the MSA that do not arise from and are not based on
the rejection of the MSA and CSC reserves its right to assert
that any claims are entitled to be treated as administrative
claims. (Global Crossing Bankruptcy News, Issue No. 41;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


GO ONLINE NETWORKS: March 31 Net Capital Deficit Stands at $3MM
---------------------------------------------------------------
Go Online Networks Corporation has a net loss of $72,916, a
working capital deficiency of $3,566,774, an accumulated deficit
of $15,639,055 and a stockholders' deficiency of $3,457,166.
These matters raise  substantial doubt about the Company's
ability to continue as a going concern.  Management's plan to
continue in operation is to continue to attempt to raise
additional debt or equity capital until such time as the Company
is able to generate sufficient operating revenue.

On January 27, 2003, the Company issued 5,000,000 shares of
common stock for payment of late fees and  other charges
relating to certain convertible debentures.  The value of the
late fees and other charges totaled approximately $50,000, which
was computed based on the closing market prices of the common
stock  on the applicable payment date.

On March 12, 2003, the Company's Board of Directors approved the
issuance of 14,850,000 shares of common stock to certain
employees and consultants in lieu of compensation and services,
respectively.  The value  of the shares to be issued for
compensation and consulting services totaled $148,500, which was
computed based on the closing market prices of the common stock
on the grant date.  On April 1, 2003, the Company issued the
14,850,000 shares of common stock to the employees and
consultants mentioned above.

On March 25,2003, the Company issued 10,000,000 shares of its
common stock for payment of principal and  accrued interest on
certain convertible promissory notes.  The value of the shares
issued for payment of principal and interest totaled
approximately $200,000, which was computed based upon the
closing market price of the common stock on the date of
issuance.

On April 4, 2003, the Company issued 23,617,137 shares of common
stock for payment of outstanding principal and accrued interest
on its convertible debentures.  The common stock issued was to
relieve $567,092 of outstanding principal and accrued interest.
Conversion prices are based upon the terms stated in the
convertible debenture agreements.

On April 7, 2003, a holder of Series A Preferred Stock converted
2,500,000 shares into the Company's  common stock on a one for
one basis.

On April 10, 2003, the Company issued 5,000,000 shares of common
stock for payment of late fees and other charges relating to the
convertible debentures. The value of the late fees and other
charges totaled approximately $115,000, which was computed based
on the closing market prices of the common stock on the
applicable payment  date.

As of May 6, 2003, the Company had issued and outstanding
198,584,793 shares of the 200,000,000 shares of authorized
common stock, which violates some of the terms of the Company's
convertible debenture and note payable agreements.  As of May
2003, the Company does not have enough common shares authorized
for the holders of the convertible debentures and notes payable
to convert unpaid principal balances and accrued interest
thereon into common stock.  The Company is currently in the
process of amending its Articles of Incorporation to increase
the total number of authorized shares, pending approval from
shareholders.

The Company's net loss during the three months ended March 31,
2003 was $72,916 compared to a net income  of $114,928 for the
same period in 2002.  The profitability decrease is a result of
severe weather during the first quarter which impaired sales,
the war in Iraq which impacted on virtually all companies, as
well as differences in sales cycles at Digital West offset by a
reduction in operating expenses during the period of
approximately $128,062.

Gross profit was $536,320 for the three months ended March 31,
2003 compared to a gross profit of $797,266 for the three months
ended March 31, 2002.   This result is also attributable to bad
weather, the war with Iraq and sales cycle differences at
Digital West.

Revenues were $3,239,085 for the three months ended March 31,
2003, compared to $3,796,505 for the three  months ended March
31, 2002.  This decrease is again attributable to adverse
weather in Southern California, the war with Iraq and changes in
sales cycles at Digital West.

Expenses decreased from $607,175 for the three months ended
March 31, 2002 to $479,113 for the three months ended March 31,
2003, as a result of decreases in salaries, contract services
and legal fees.

As of March 31, 2003, Go Online Networks had total assets of
$1,826,902, compared to $1,597,297 as of  December 31, 2002.
This increase is attributable to a slight reduction in sales of
inventory at Digital West due to sales cycles.

Current liabilities decreased slightly from $5,380,048 at
December 31, 2002 to $5,284,068 at  March 31, 2003. There were
no significant changes in current liabilities from amounts at
year end.

At March 31, 2003, stockholders' deficit was $3,457,166 as
compared to $3,782,751 at December 31, 2002, an improvement of
approximately $325,585.


GREAT LAKES AVIATION: May 2003 Revenue Passenger Miles Drop 10%
---------------------------------------------------------------
Great Lakes Aviation, Ltd. (OTC Bulletin Board: GLUX) announced
preliminary passenger traffic results for the month of May.

Scheduled service generated 10,266,000 revenue passenger miles,
a 10.0 percent decrease from the same month last year.
Available seat miles decreased 12.7 percent to 26,698,000.  As a
result, load factor increased 1.2 points to 38.5 percent.
Passengers carried decreased 13.5 percent compared to May 2002
to 36,744.

For the five months ending May 31, 2003 compared to the same
five month period in 2002, revenue passenger miles decreased
20.7 percent to 42,166,000 while available seat miles decreased
9.1 percent to 132,263,000, resulting in a load factor of 31.9
percent for the year 2003 compared to 36.6 percent for the same
five month period in 2002.  The company carried 155,554 revenue
passengers for the five month period ending May 31, 2003, a 23.3
percent decrease on a year over year basis.

As of May 4, 2003, Great Lakes is providing scheduled passenger
service at 41 airports in eleven states with a fleet of Embraer
EMB-120 Brasilias and Raytheon/Beech 1900D regional airliners.
A total of 182 weekday flights are scheduled at three hubs, with
168 flights at Denver, 8 flights at Minneapolis/St. Paul, and 6
flights at Phoenix.  All scheduled flights are operated under
the Great Lakes Airlines marketing identity in conjunction with
code-share agreements with United Airlines and Frontier
Airlines.

Additional information is available on the company Web site that
may be accessed at http://www.greatlakesav.com

The Company's Independent Auditors reported to the Board of
Directors of Great Lakes Aviation, Ltd.:

"We have audited the accompanying balance sheets of Great Lakes
Aviation, Ltd. (an Iowa Corporation) as of December 31, 2002 and
2001, and the related statements of operations, stockholders'
equity (deficit), and cash flows for each of the years in the
three-year period ended December 31, 2002. In connection with
our audits of the financial statements we have also audited the
financial statement schedule."

"[T]he Company has suffered significant losses in the years
ended December 31, 2002 and 2001, and has liabilities in excess
of assets at December 31, 2002. These matters raise substantial
doubt about the Company's ability to continue as a going
concern. "


HOLIDAY RV: Reconstitutes Board and Appoints New Chair and CEO
--------------------------------------------------------------
Holiday RV Superstores, Inc. (RVEE.PK) announced that by written
consent of the majority holder of the Company's outstanding
common stock, the Stephen Adams Living Trust, the Company's
Board of Directors has been reconstituted. Under the terms of
the written consent, Lee B. Sanders, William H. Toy and David A.
Kamm have been removed from the Company's Board of Directors and
Paul E. Schedler and Anthony D. Borzillo have been appointed as
new members of Company's Board of Directors.

The Company also announced that Paul E. Schedler has been
appointed as the non-executive Chairman of the Board of
Directors of the Company and Anthony D. Borzillo has been
appointed as the Chief Executive Officer. Mr. Schedler is vice
president of Holiday Finance, LLC, a lender to the Company, and
an officer of numerous other companies controlled by Mr. Adams.
Mr. Borzillo has been Chief Financial Officer of the Company
since May 2002.

Holiday RV operates retail stores in Florida, Kentucky and West
Virginia. Holiday RV, the nation's only publicly traded retailer
of recreational vehicles and boats, sells, services and finances
various brands of recreational vehicles and boats.

Holiday RV's October 31, 2002 balance sheet shows a working
capital deficit of about $10 million, and a total shareholders'
equity deficit of about $10 million.


HOLLINGER INC: Terminates Exchange Offer for Ser. IV Preferreds
---------------------------------------------------------------
Hollinger Inc. (TSX:HLG.C)(TSX:HLG.PR.B) (TSX:HLG.PR.C) -- whose
long-term corporate credit rating has been downgraded by
Standard & Poor's to 'SD' -- announced that its offer to
exchange its Series III Preference Shares for Series IV
Preference Shares on a share-for-share basis has expired. One of
the conditions of the offer required that no less than 5,000,000
Series III Preference Shares be tendered. This condition has not
been met and, accordingly, the offer has terminated. Series III
Preference Shares tendered to the offer will be returned to
holders in the manner set out in the offer.

Hollinger's principal asset is its approximately 72.7% voting
and 30.3% equity interest in Hollinger International Inc.
(NYSE:HLR). Hollinger International is a global newspaper
publisher with English-language newspapers in the United States,
Great Britain, and Israel. Its assets include The Daily
Telegraph, The Sunday Telegraph and The Spectator and Apollo
magazines in Great Britain, the Chicago Sun-Times and a large
number of community newspapers in the Chicago area, The
Jerusalem Post and The International Jerusalem Post in Israel, a
portfolio of new media investments and a variety of other
assets.


INTEGRATED HEALTH: Taps Trans Health as Healthcare Consultants
--------------------------------------------------------------
Edmon L. Morton, Esq., at Young, Conaway, Stargatt & Taylor,
LLP, in Wilmington, Delaware, recounts that on January 28, 2003,
Integrated Health Services, Inc., and its debtor-affiliates
executed a stock purchase agreement with Abe Briarwood Corp.
providing for the sale of substantially all of the stock of
IHS subsidiaries constituting the Debtors' remaining businesses
and properties to Briarwood.

The Debtors have determined, in the exercise of their business
judgment, that the size of their operations and the complexity
of healthcare management require them to employ experienced
advisors to render consulting services in connection with the
day-to-day operation of the Facilities.

The Debtors selected Trans Health as their healthcare
consultants, because:

     1. Trans Health has extensive experience, knowledge and
        reputation in managing long-term care facilities; and

     2. Trans Health possesses the requisite resources and is
        well qualified to provide the services that will be
        required.

According to Mr. Morton, Trans Health's involvement will
materially help in the implementation of the contemplated sale
to Briarwood in accordance with the Plan and will greatly assist
the Debtors in achieving optimal operating efficiency during the
transition period.  In view of this, the Debtors believe that
Trans Health is particularly well suited to provide the services
that will be required.

Trans Health will provide these consulting services to the
Debtors' long-term care division:

     1. provide advice regarding the management of the IHS'
        operation;

     2. counsel on matters regarding marketing, general salary
        scales, personnel policies and appropriate employee
        benefits;

     3. review programs of regular maintenance and repair for the
        Facilities;

     4. evaluate the purchase of food, beverage, medical,
        cleaning and other supplies, equipment, furniture and
        furnishings necessary for the operation and maintenance
        of IHS; and

     5. providing other services as may be mutually agreed to by
        the parties.

To meet the Debtors' immediate healthcare management needs
during the transition period, Mr. Morton relates that Trans
Health began providing consulting services to the Debtors as of
May 1, 2003, with the anticipation that Trans Health would be
warranted nunc pro tunc retention to this date.  Both Briarwood
and the Creditors' Committee approve Trans Health's employment
as healthcare consultants to the Debtors.

Pursuant to the Agreement, the term of Trans Health's engagement
will commence on May 1, 2003 and will be for a period of three
months.  After the expiration of the Initial Term or any
subsequent term, the Agreement will automatically renew for a
period of one month unless the Agreement is terminated:

     1. by IHS or by Trans Health pursuant to the provisions of
        the Agreement; or

     2. by the closing of the Briarwood Agreement.

During the term of the Agreement, Mr. Morton informs the Court
that IHS will pay to Trans Health a $150,000 monthly consulting
fee.  In the event that the Agreement is terminated, Trans
Health will be entitled to a portion of the monthly consulting
fee equal to the pro rata portion of the consulting fee that
represents the consulting services that were actually rendered
in the month in which the termination occurs.

Trans Health's employment to provide consulting services to the
Debtors is solely related to the operation of their business and
not for the case administration or the Chapter 11 generally.
Trans Health will not be required to seek the allowance of
compensation in accordance with Sections 330 and 331 of the
Bankruptcy Code, but rather that their retention and payment to
them should be in accordance with the Agreement as the Court
approved under Section 328(a) of the Bankruptcy Code.

Mr. Morton discloses that Trans Health is an affiliate of THI
Holding, LLC.  IHS had previously executed a stock purchase
agreement with THI providing for the sale of the Shares, but it
was ultimately determined that the highest and best bid for the
Shares was submitted by Briarwood.

The Debtors have been advised by THI and Briarwood that they
have entered into a definitive agreement pursuant to which
Briarwood intends, among other things, to cause the Reorganized
Debtors, which currently lease or sublease certain Facilities,
to sublease those Facilities to THI.  Each THI Entity lessee
will be the licensee or operator of each property covered by a
THI sublease. THI and Briarwood have also advised the Debtors
that they contemplate entering into an interim management
agreement, pursuant to which THI will provide services with
respect to certain Facilities.

Trans Health President and CEO Anthony Misitano assures the
Court that the Firm has no connection with the Debtors, their
creditors, equity security holders or any other parties-in-
interest, or their attorneys in the Debtors' Chapter 11 cases.
In addition, Trans Health:

     1. does not hold or represent any interest adverse to the
        Debtors or to their estates; and

     2. is a "disinterested person" as that term is defined in
        Section 101(14) of the Bankruptcy Code.

Accordingly, the Debtors sought and obtained the Court's
authority to employ Trans Health as their healthcare consultants
for the purpose of providing consulting services relating to the
management and operation of the Debtors' long-term care
division, including skilled nursing facilities, specialty
hospitals and other long term care operations in accordance with
the terms of the Consulting Services Agreement between Trans
Health and IHS. (Integrated Health Bankruptcy News, Issue No.
59; Bankruptcy Creditors' Service, Inc., 609/392-0900)


JAZZ PHOTO: Hires Greenberg & Kahr as Special Corporate Counsel
---------------------------------------------------------------
Jazz Photo Corp., wants authority from the U.S. Bankruptcy Court
for the District of New Jersey to employ Greenberg & Kahr as its
special counsel.

The Debtor wants to retain Greenberg & Kahr as special counsel
to handle general corporate matters.  The Debtor has selected
Greenberg & Kahr because the firm has a long history of
representing the Company in substantially all of its corporate
matters, and has considerable familiarity with the Debtor's
business and corporate structure.  This experience will be
invaluable to the Debtor during its Chapter 11 case.
Consequently, the Debtor believes that it is in the best
interests of the Debtor's estate to retain Greenberg & Kahr as
special counsel to handle corporate matters.

The rates of those attorneys and professionals most likely to
render services in this matter are:

      Stephen C. Kahr          Partner      $300 per hour
      Lester A. Greenberg      Partner      $300 per hour

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


KMART CORP: Takes Action to Challenge $243 Mill. in Tax Claims
--------------------------------------------------------------
During their review process, Kmart Corporation and its debtor-
affiliates have determined that 338 Proofs of Claim filed by
various taxing authorities overstate their tax liability or
incorrectly assert administrative, secured, or priority status.

The disputable Tax Claims are of varied types:

              Secured                   $19,451,133
              Administrative                104,767
              Priority                  183,710,121
              Unsecured                  40,155,496
                                    ---------------
                 Total                 $243,421,517

The Debtors ask the Court to reduce and reclassify the Tax
Claims as unsecured priority claims pursuant to Section
507(a)(8) of the Bankruptcy Code.

When reduced and reclassified, the Tax Claims consist of:

              Secured                             -
              Administrative                      -
              Priority                   78,499,560
              Unsecured                 393,331,383
                                    ---------------
                 Total                  $78,894,891
(Kmart Bankruptcy News, Issue No. 57; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


LARRY'S STANDARD BRAND: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Larry's Standard Brand Shoes, Inc.
         3229 Alta Mere
         Fort Worth, Texas 76116

Bankruptcy Case No.: 03-45283

Type of Business: Retail sales of men's shoes and accessories

Chapter 11 Petition Date: June 3, 2003

Court: Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtors' Counsel: J. Robert Forshey, Esq.
                   Forshey and Prostok
                   777 Main St., Suite 1285
                   Ft. Worth, Texas 76102
                   Tel: 817-877-8855

Total Assets: $8,836,861

Total Debts: $10,782,378


LEAR CORP: Appoints Wendy L. Foss Assistant Corporate Controller
----------------------------------------------------------------
Lear Corporation (NYSE: LEA) announced the appointment of Wendy
L. Foss to Assistant Corporate Controller, effective
immediately.

In her new role, Foss is responsible for the accounting,
financial reporting and financial systems of the company.  Foss
will report to Lear Vice President and Corporate Controller,
William C. Dircks, and be located at the company's corporate
headquarters in Southfield, Mich.

"We are very fortunate to have someone with Wendy's strong
accounting background, experience in financial controls and
industry knowledge on the leadership team of our finance
organization," said Dircks.  "She has been a tremendous asset in
helping Lear elevate our financial reporting systems and
internal controls to world-class standards, and her promotion is
well deserved."

Foss joined Lear as Accounting Director in May 1999 as part of
Lear's acquisition of United Technologies Automotive (UTA).  In
addition to her responsibilities related to the global
accounting, financial reporting and internal control activities
of Lear, Foss also managed the post-acquisition integration of
accounting functions related to the purchase of UTA.  Since
1999, Foss has held several operational financial management
positions at Lear and most recently was Director, Corporate
Finance.  Prior to joining Lear, Foss held financial management
positions at UTA and PricewaterhouseCoopers LLP.

Foss earned a Bachelor of Science in Business Administration
from Central Michigan University and a Master of Science degree
in Finance from Walsh College.  A Certified Public Accountant,
Foss sits on the Finance Committee for the Visiting Nurse
Association, Inc. and is a member of the Women's Economic Club.

Lear Corporation, a Fortune 500 company headquartered in
Southfield, Mich., USA, focuses on integrating complete
automotive interiors, including seat systems, interior trim and
electrical systems.  With annual net sales of $14.4 billion in
2002, Lear is the world's largest automotive interior systems
supplier.  The company's world-class products are designed,
engineered and manufactured by 115,000 employees in more than
280 facilities located in 33 countries.  Additional information
about Lear and its products is available on the Internet at
http://www.lear.com

The Company's December 31, 2002 balance sheet shows that total
current liabilities exceeded total current assets by about $538
million.


LUCENT: Over-Allotment Option in Senior Debt Offering Exercised
---------------------------------------------------------------
Lucent Technologies (NYSE: LU) announced that the underwriters
of its $1.525 billion offering of convertible senior debt have
exercised an over-allotment option to acquire an additional
$105.5 million of the convertible debentures. This brings the
total capital raised by Lucent through this offering to
approximately $1.631 billion.

The original offering consisted of two series of debt. The
option that was exercised was for convertible senior debentures
in Series B. In total, Series A, which has a maturity date of
2023, has raised $750 million. Series B, which has a maturity
date of 2025, has raised $880.5 million.

A prospectus related to this offering may be obtained from
Citigroup Global Markets, Equity Syndicate Desk, 388 Greenwich
Street, New York, N.Y., or J.P. Morgan Securities, 277 Park
Avenue, New York, N.Y.

Lucent Technologies, headquartered in Murray Hill, N.J., USA,
designs and delivers networks for the world's largest
communications service providers. Backed by Bell Labs research
and development, Lucent relies on its strengths in mobility,
optical, data and voice networking technologies as well as
software and services to develop next-generation networks. The
company's systems, services and software are designed to help
customers quickly deploy and better manage their networks and
create new, revenue-generating services that help businesses and
consumers. For more information on Lucent Technologies, visit
its Web site at http://www.lucent.com

As reported in Troubled Company Reporter's June 3, 2003 edition,
Fitch Ratings assigned a 'CCC+' rating to Lucent's recently
issued $1.5 billion convertible debentures. The debentures were
sold in two series, A and B, maturing in 2023 and 2025,
respectively and are pari passu with Lucent's other senior
unsecured debt. Series A totaled $750 million, has an interest
rate of 2.75% and is convertible to common stock at a conversion
price of $3.34 (representing a 48% premium over the price of the
common stock on May 29, 2003). In addition, bondholders have the
option of redeeming the securities in 2010, 2015, and 2020.
Series B totaled $775 million, carries the same interest rate,
has a conversion price of $3.12 (representing a 38% premium over
the price of the common stock on May 29, 2003), and may be
redeemed by the bondholders in 2013 and 2019. Fitch expects
Lucent to use the proceeds from the offering to repay or
repurchase higher cost debt. The Rating Outlook remains
Negative.

The ratings continue to reflect the company's weak credit
protection measures, limited financial flexibility (which was
further evidenced by the restriction on its $595 million of new
senior secured bank facilities to be used exclusively for
letters of credit and not operating purposes), execution risks
surrounding the company's restructuring programs, uncertainty
surrounding the prospects for the company's success in
implementing its network integration strategy and the continued
difficult environment for Lucent's end markets. The Negative
Rating Outlook reflects the uncertain capital expenditure
patterns of the company's customer base and the lack of
visibility into the timing of a recovery in the
telecommunications equipment market.

Lucent Technologies' 7.70% bonds due 2010 (LU10USR1) are trading
at about 75 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=LU10USR1for
real-time bond pricing.


M/I SCHOTTENSTEIN: Fitch Affirms Sr Unsecured Debt Rating at BB
---------------------------------------------------------------
Fitch Ratings affirmed the implied rating of 'BB' for the senior
unsecured debt of M/I Schottenstein Homes, Inc. The rating
applies to the unsecured bank credit facility. The 'B+' rating
for the company's senior subordinated notes has also been
affirmed. The Rating Outlook is Stable.

The ratings reflect MHO's healthy financial structure, solid
coverages and strong operating performance consistent with the
current point in the housing cycle. The company's debt-to-EBITDA
of 0.6 times and debt-to-capital ratio of approximately 19% are
considered conservative for the rating and enhance financial
flexibility in the event of an economic downturn. The rating
incorporates the potential for leverage to rise from current
levels.

Risk factors include the inherent (although somewhat tempered)
cyclicality of the homebuilding industry. The ratings also
manifest MHO's capitalization and size and heavy (although
diminishing) exposure to the Midwest (Columbus, Ohio,
Cincinnati, Ohio and Indianapolis, Indiana) which is currently
the most sluggish housing region.

The company has demonstrated solid margin enhancement over the
recent past with EBITDA margins increasing from 6.5% in 1997 to
11.6% currently. Although MHO has benefited from strong economic
conditions, a degree of margin enhancement is also attributed to
broadened new product offerings and the maturing of key
divisions in Florida and Metropolitan Washington D.C. In
addition, margins have benefited from purchasing, access to
capital and other scale economies that have been captured by the
large national homebuilders in relation to smaller builders.
These economies, somewhat greater geographic diversification
(than in the past), the company's presale operating strategy and
a return-on-capital focus provide the framework to soften the
margin impact of declining market conditions in comparison to
previous cycles. Acquisitions have not played a part in the
company's operating strategy, as management has preferred to
focus on internal growth.

MHO's inventory turns are about average as compared to its
public peers and have slimmed in recent years as the company has
made a conscious effort to scale up the share of its communities
which it develops (to the advantage of margins). At present, MHO
develops about 72% of the communities from which it sells
product. The company maintains an approximate three-to-four year
supply of lots (17,993 at 3/31/03), 49% of which are owned and
the balance are controlled through options. Inventory/net debt
stood at 6.5 times at 3/31/03, substantially above levels of the
mid-1990's, providing a strong buffer against a downturn in
economic conditions.

Debt-to-capital pretty consistently declined from 53.7% at the
end of 1997 to 18.8% currently, which is well below the
company's targeted range of 40-45%. This reported ratio is at a
level considered quite strong for the rating.

MHO maintains a $315 million revolving credit agreement of which
$288 million were available at the end of the first quarter. The
company has in the past and may continue to opportunistically
repurchase moderate amounts of its stock. The revolving credit
agreement matures in March of 2006. The $50 million of
subordinated debt matures in August of 2006.


MAGNUM HUNTER: Completes Divestiture of So. Louisiana Properties
----------------------------------------------------------------
Magnum Hunter Resources, Inc. (NYSE: MHR) announced the closing
of the sale of a $13.4 million package of non-core South
Louisiana oil and gas properties to a private undisclosed third
party.  The package consisted of approximately 42 wells in nine
separate fields located in Acadia, Iberville, Lafourche,
Plaquemines, Point Coupee, St. Mary, and Terrebonne Parishes,
Louisiana and Newton and Orange Counties, Texas.

Total sales of non-core properties to-date, inclusive of this
divestiture of South Louisiana properties, now approximates $115
million.  Predominately all of the properties sold were acquired
in conjunction with the March 2002 merger with Prize Energy Co.
All of the net proceeds received from the various divestitures
over the past year have been used to further reduce Magnum
Hunter's overall indebtedness.

Commenting on the completion of this most recent sale of non-
core assets, Mr. Richard R. Frazier, Executive Vice President
and Chief Operating Officer of Magnum Hunter stated, "We have
been very pleased with the prices received for all of the non-
core property sales completed by Magnum Hunter.  The sale of
this latest group of South Louisiana properties allows Magnum
Hunter to exit this region and further allows our Gulf Coast
technical staff to concentrate on our core fields located in
South Texas.  The majority of the value of the South Louisiana
properties divested were in non-producing categories, requiring
additional risk capital to fully exploit.  By divesting out of
South Louisiana, we can further reduce our indebtedness with
minimal effect on the Company's current daily production."

Magnum Hunter Resources, Inc. is one of the nation's fastest
growing independent exploration and development companies
engaged in three principal activities: (1) the exploration,
development and production of crude oil, condensate and natural
gas; (2) the gathering, transmission and marketing of natural
gas; and (3) the managing and operating of producing oil and
natural gas properties for interest owners.

As previously reported, Standard & Poor's raised the corporate
credit ratings of Magnum Hunter Resources Inc., to BB- and its
senior unsecured debt rating to B+.


MEDMIRA INC: Completes Arrangements for $625,000 Loan Financing
---------------------------------------------------------------
MedMira Inc. (TSX Venture: MIR) completed arrangements for a
$625,000 loan facility with Dr. Martin Giuffre of Edmonton,
Alberta. Dr. Giuffre related to a member of the Board of
Directors of MedMira.

"This facility will finance our operations in the transition
period from regulatory approval to full manufacturing
operations" stated William Gullage, CFO of MedMira.

Under the terms of the loan, the Company may repay all or part
of the principal at any time during the two-year term. As part
of the loan the Company has agreed to issue to the lender common
shares equivalent to 10% of the principal of the loan and common
share warrants equivalent to 40% of the principal of the loan.
The common share warrants will have a two-year term and are
exercisable at a price of $1.70 per share. As a result the
company will issue 36,765 common shares and 147,059 warrants.
The loan is subject to the approval of the TSX Venture Exchange
and compliance with applicable securities laws.

MedMira -- http://www.medmira.com-- is a commercial
biotechnology company that develops, manufactures and markets
qualitative, in vitro diagnostic tests for the detection of
antibodies to certain diseases, such as HIV, in human serum,
plasma or whole blood. MedMira's Reveal(TM) and MiraWell(TM)
Rapid HIV Tests have recently been approved by the United States
FDA and SDA in the People's Republic of China, respectively. All
of MedMira's diagnostic tests are based on the same flow-through
technology platform thus facilitating the development of future
products. MedMira's technology provides a quick (under 3
minutes), accurate, portable, safe and cost-effective
alternative to conventional laboratory testing.

Medmira's balance sheet is upside down by CDN$8.4 million at
March 31, 2003.


MEDSOLUTIONS: Names Suzanne M. Kane as New Regional Vice-Pres.
--------------------------------------------------------------
MedSolutions, the leading provider of radiology management
solutions, has named Suzanne Kane Vice President, Business
Development, Central Region.  She will be responsible for new
business activity in the Midwest and Southern states.

"We are extremely pleased Suzanne has joined our organization,"
said Jim Phifer, MedSolutions Executive Vice President.  "She
has a proven track record of achieving high results throughout
her career, and I am sure that will continue at MedSolutions.
We are fortunate to add a salesperson of Suzanne's caliber to
our team," Phifer added.

Ms. Kane joins MedSolutions from Intracorp, a unit of CIGNA
Health Services, which covers more than 32 million people
throughout the country with a range of health and disability
management programs.  During her eight years with Intracorp, Ms.
Kane served as Senior Account Executive and Director of Major
Accounts.  In her most recent position as Director of Major
Accounts for Disability Management, Ms. Kane managed a staff of
nine, collectively responsible for $118,000,000 in revenue for
the company.

Throughout her career, Ms. Kane has earned numerous awards for
exceptional new business acquisition efforts to managed care
payors, including large national employers and multi-line
insurance companies.  Ms. Kane received her BA in Communication
from the State University of New York at Plattsburgh.

MedSolutions specializes in managing radiology services for
nationally recognized managed care organizations and maintains
management contracts for over 5 million members nationwide.  The
company leverages extensive radiology care management experience
to provide the most innovative, cost-effective radiology
management solutions in the industry.  To learn more, visit its
Web site at http://www.medsolutions.com

As reported in Troubled Company Reporter's June 4, 2003 edition,
the Company said it incurred consolidated net losses in all
years prior to and including December 31, 2002.  Additionally,
the Company has significant deficits in both working capital and
stockholders' equity.  These factors raise substantial doubt
about the Company's ability to continue as a going concern.
Historically, stockholders of the Company have funded cash flow
deficits. However, the stockholders are under no specific
funding obligation.

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


METROMEDIA FIBER: Targets Mid-August for Plan Confirmation
----------------------------------------------------------
Metromedia Fiber Network, Inc., is targeting mid-August for
confirmation of its plan of reorganization, allowing the Company
to emerge from Chapter 11 protection. MFN is simultaneously
seeking all other necessary regulatory approvals. In addition,
MFN announced that as part of its reorganization, it will change
its name to AboveNet, Inc., and is expanding the use of the
AboveNet brand to all products immediately.

MFN has already filed its plan of reorganization and disclosure
statement with the United States bankruptcy court for the
Southern District of New York. In its disclosure statement, the
Company states it expects to emerge from bankruptcy with a
viable business strategy for long-term stability and growth, and
a solid balance sheet with substantially reduced debt and strong
cash position. A hearing on the disclosure statement is
scheduled for July 2, 2003. The Company has requested a hearing
on August 14, 2003 to confirm the plan of reorganization.

As part of its emergence from chapter 11 protection, MFN will
begin using the AboveNet brand name in all areas of the business
including network, IP transit, colocation and managed services.
In keeping with the MFN business model, AboveNet will offer
enterprise and carrier customers a unique combination of
services that focus on data, bandwidth, high-capacity
transmission, privacy and speed. This new name highlights MFN's
transformation into a fast and nimble player in the industry
with the ability to deliver top tier private optical networks,
dedicated Ethernet connections to the Internet, and a full
portfolio of managed, colocation and IP transit services.

"It is really exciting to see how much we've accomplished in the
last year to make the Company financially strong, operationally
efficient and ready to meet the challenges ahead in the post-
bankruptcy environment," said John Gerdelman, Company president
and chief executive officer. "Our customers continue to want our
services and we expect this demand to increase when we emerge.
As AboveNet, we will start fresh and combine the valuable assets
and capabilities of MFN with the financial stability gained
through this process."

Upon emergence from bankruptcy the Company plans to remain in
all its existing product lines and will maintain the same strong
commitment to its customers.

Metromedia Fiber Network is the leading provider of optical
communications infrastructure solutions. The Company combines
the most extensive metropolitan area fiber network with a global
optical IP network, state-of-the-art data centers and award
winning managed services to deliver fully integrated, outsourced
communications solutions for high-end enterprise companies. The
all-fiber infrastructure enables MFN customers to share vast
amounts of information internally and externally over private
networks and a global IP backbone, creating collaborative
businesses that communicate at the speed of light.

On May 20, 2002, Metromedia Fiber Network, Inc. and most of its
domestic subsidiaries commenced voluntary Chapter 11 cases in
the United States Bankruptcy Court for the Southern District of
New York. For more information on MFN, visit its Web site at
http://www.mfn.com


MITEC TELECOM: Settles Indemnification Claim with Com Dev Int'l
---------------------------------------------------------------
Mitec Telecom Inc. (TSX: MTM), a leading designer and
manufacturer of wireless network products, announced that it has
reached a settlement with Com Dev International pursuant to a
claim for indemnification that Mitec issued on January 8, 2003.
The claim addressed certain conditions set forth in the Share
and Asset Purchase Agreement entered into between Mitec and Com
Dev dated December 19, 2001.

According to the terms of the agreement, the settlement paid to
Mitec will be approximately $1 million.

"We are pleased that this issue could be resolved amicably and
expeditiously, and satisfied that we were able to protect our
interests as set out in the Share and Purchase Agreement we
signed with Com Dev," said Keith Findlay, Mitec's Executive
Vice-President, Finance and CFO.

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

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

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


MOSAIC GROUP: Ontario Court Extends CCAA Protection to July 15
--------------------------------------------------------------
Mosaic Group Inc. (TSX:MGX) has sought and obtained from the
Ontario Superior Court of Justice an order granting it and
certain of its Canadian subsidiaries and affiliated companies an
extension of protection under the Companies' Creditors
Arrangement Act (Canada) to and including July 15, 2003. The
order of the Ontario Superior Court of Justice also accepted and
approved the report dated June 2, 2003 of KPMG Inc., in its
capacity as monitor of Mosaic. A copy of the report will be
filed by Mosaic with the Canadian securities regulators and will
be available at their Web site at http://www.sedar.com

In December, 2002, Mosaic Group Inc. and certain of its Canadian
subsidiaries and affiliated companies obtained an order from the
Ontario Superior Court of Justice under the Companies' Creditors
Arrangement Act (Canada) to initiate the restructuring of its
debt obligations and capital structure. Additionally, certain of
Mosaic's US Subsidiaries commenced proceedings for
reorganization under Chapter 11 of the U.S. Bankruptcy Code in
the United States Bankruptcy Court for the Northern District of
Texas in Dallas. Pursuant to these filings, Mosaic and its
relevant subsidiaries continue to operate under a stay of
proceedings.

Mosaic Group Inc., with operations in the United States and
Canada, is a leading provider of results-driven, measurable
marketing solutions for global brands. Mosaic specializes in
three functional solutions: Direct Marketing Customer
Acquisition and Retention Solutions; Marketing & Technology
Solutions; and Sales Solutions & Research, offered as integrated
end-to-end solutions. Mosaic differentiates itself by offering
solutions steeped in technology, driven by efficiency and
providing measurable and sustainable results for our Brand
Partners. Mosaic trades on the TSX under the symbol MGX. Further
information on Mosaic can be found on its Web site at
http://www.mosaic.com


NATIONAL STEEL: Court Confirms Retiree Committee Appointment
------------------------------------------------------------
U.S. Bankruptcy Judge Squires confirms the appointment of seven
retirees to serve on the Official Committee of Retired Employees
in the chapter 11 cases involving National Steel Corporation and
its debtor-affiliates.

    1. Howard J. Buchanan
    2. David A. Chatfield
    3. Richard P. Coffee, Sr.
    4. Gerald Hale
    5. Leon L. Judd
    6. Dennis L. Murr
    7. Richard L. Rybicki
(National Steel Bankruptcy News, Issue No. 30; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

National Steel Corp.'s 9.875% bonds due 2009 (NSTL09USR1) are
trading at about 5 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NSTL09USR1
for real-time bond pricing.


NATIONSRENT INC: Secures Approval for Bombardier Financing Pact
---------------------------------------------------------------
NationsRent Inc., and its debtor-affiliates sought and obtained
the Court's authority to enter into a Master Inventory Financing
Agreement with Bombardier Capital Inc.

The Debtors and Bombardier were parties to a leasing and
financing arrangement before the Petition Date.  The Debtors
regularly obtained equipment from various vendors by entering
into leases.

According to Michael J. Merchant, Esq., at Richards, Layton &
Finger, PA, in Wilmington, Delaware, the Debtors started a
comprehensive review of their equipment leases after the
Petition Date to determine which ones they intend to assume or
reject.  To date, the Debtors continue to propose and discuss
renegotiation of their equipment agreements with the equipment
providers.

Mr. Merchant explains that the Debtors and Bombardier have
entered into the Inventory Financing Agreement as a result of
the review program.  Under the Agreement, the Debtors will
finance the purchase of the equipment Inventory by borrowing
$1,598,909 from Bombardier.  The loan will accrue a 7% interest
per annum, which the Debtors will pay on a quarterly basis.

To secure the Debtors' obligations under the Master Agreement
and with respect to the loan, Bombardier will retain a purchase
money security interest in the Inventory.  Mr. Merchant further
explains that the Master Agreement will permit Bombardier to
file necessary or appropriate documents to perfect its security
interests and to exercise the rights of a secured party under
applicable law.

Mr. Merchant contends that the Master Agreement represents a
reasonable exercise of the Debtors' business judgment.  The
Master Agreement not only provides for the purchase of the
Inventory at a reasonable price and on reasonable financing
terms but would also enable the Debtors to own and utilize the
purchased inventory even after the end of its term.

Mr. Merchant tells the Court that the secured financing
contemplated by the Master Agreement was required by Bombardier
to enter into the agreement and that all terms and conditions
are reasonable and were negotiated by both parties.  Mr.
Merchant also notes that the interest rate provided for by the
Master Agreement is reasonable.  The granting of the security
interest in the Inventory was essential in obtaining the
favorable terms of the transaction. (NationsRent Bankruptcy
News, Issue No. 32; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


NRG ENERGY: Final Cash Collateral Hearing Set for June 18, 2003
---------------------------------------------------------------
NRG Energy, Inc., and its debtor-affiliates seek the Court's
authority to:

     (a) use Cash Collateral pursuant to Section 363(c) of the
         Bankruptcy Code; and

     (b) provide adequate protection, pursuant to Sections 361
         and 363 of the Bankruptcy Code, to the Secured
         Bondholders with respect to any diminution in value of
         the Secured Bondholders' interests in the Prepetition
         Collateral whether from the use of the Cash Collateral
         or the use, sale, lease, depreciation, decline in market
         price or otherwise of the Prepetition Collateral.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, in New York,
informs the Court that the Debtors' management and financial
advisors formulated a budget for the use of the Cash Collateral
from the Petition Date through August 29, 2003.  The Debtors
believe that the Budget will provide the Debtors with adequate
liquidity to pay administrative expenses due and payable during
the period covered by the Budget.

The Debtors provide the Court with a copy of their week-by-week
Cash Flow Forecast for the 120-day period from May 9, 2003
through August 29, 2003.  A copy of that Cash Flow Forecast is
available at no charge at:

http://bankrupt.com/misc/NRG_Energy_cash_collateral_budget_ended_aug29.pdf

The full 13-week Budget will be reforecasted, reissued and
provided to the Representative of Secured Bondholders, Ernst &
Young Corporate Finance LLC, by the end of the 10th week of each
13-week week Budget cycle.  The Representative will have 72
hours commencing upon the receipt of the reforecasted budget to
give its consent.  If that consent is unreasonably withheld,
then, on the fourth business day after the Representative's
receipt of the reforecasted budget, the Debtors will have the
right to file an emergency motion authorizing the Debtors to use
Cash Collateral over the objection of the Secured Bondholders.

The Budget will contain line items for each category of cash
flows anticipated to be received or disbursed during the time
period for which the Budget is prepared commensurate with the
format used by the Debtors and accepted by the Representative
prior to the Petition Date, as well as the additional
information as the Representative may reasonably request before
the date of the delivery.

Mr. Sprayregen assures the Court that the use of Cash Collateral
will not be in excess of cash on hand, collections actually
received in connection with accounts, disposition of inventory,
and sales of approved Collateral existing on the Petition Date
and generated thereafter.  Mr. Sprayregen maintains that the
Budget includes all reasonable, necessary, and foreseeable
expenses to be incurred in the ordinary course of business in
connection with the operation of their businesses for the period
set forth in the Budget.

Moreover, in no event will the Debtors use any Cash Collateral
to pay, in the aggregate, any amounts in excess of the amounts
set forth in the Budget for a particular period, except as may
be consented to by the Representative.  However, the Debtors may
pay amounts exceeding the aggregate amount set forth in the
Budget equal to or less than 10% of the Budget without the
Representative's consent.

The Debtors, NRG Energy Inc. and NRG Power Marketing Inc.
represent and warrant that all Collateral and cash proceeds of
Collateral, including, without limitation, proceeds of operating
revenue, and all the amounts in the Debtors' accounts will be
immediately deposited by each of them into the La Gen Revenue
Account immediately upon entry of the Interim Order.  Funds
otherwise held by NRG or PMI on behalf of or for the benefit or
account of the Debtors will be settled to the La Gen Revenue
Account on a weekly basis, net of PMI's cash expenses incurred
on the Debtors' behalf.  In the event the weekly PMI activity
undertaken on the Debtors' behalf results in a net payment due
to PMI from the Debtors, this payment will occur under the same
timeline as the weekly reimbursement process.

Mr. Sprayregen adds that the Representative will instruct the
Collateral Agent to instruct the Depositary Bank to reimburse
NRG and PMI on a weekly basis via wire transfer for the budgeted
expenses paid on South Central's behalf in the previous week.
The Representative will also instruct the Collateral Agent to
instruct the Depositary Bank to reimburse NRG and PMI via wire
transfer these amounts indicated for each approved 13-week
Budget cycle, for unforeseen contingencies that were paid for
during the week:

     (a) payments made due to unfavorable changes in credit terms
         up to $9,000,000;

     (b) unbudgeted operational and maintenance expenses related
         to unplanned forced outages of up to $1,000,000; and

     (c) other reasonable unforeseen contingencies of up to
         $2,000,000.

The Representative will agree to review any written request for
reimbursement in a timely manner so as to allow reimbursement to
NRG and PMI not later than 72 hours after the written request
for reimbursement has been delivered to the Representative.

The Debtors also propose that the liens on the Collateral, the
Replacement Liens and the Section 507(b) Claims granted to the
Secured Bondholders will be subject and subordinate to a carve
out for the payment of:

     (a) the allowed and unpaid professional fees and expenses
         incurred by the Debtors, the Secured Bondholders and by
         any statutory committee appointed in the Cases through
         the Expiration Date plus $2,000,000 to cover
         professional fees and expenses accrued after the
         Expiration Date; and

     (b) fees payable to the U.S. Trustee required to be paid
         pursuant Section 1930 of the Judicial Procedures Code;
         provided, that in any event, the Carve Out will not
         include, and no Cash Collateral available to the Debtors
         will be used to pay, professional fees and disbursements
         incurred in connection with prosecuting and asserting
         any claims or causes of action against the Secured
         Bondholders, other than the Secured Bondholders that
         failed to meet their obligations under the Intercreditor
         Agreement.

The Carve Out will not be reduced by any allowed interim amounts
paid to the professionals pursuant to separate Court orders or
any prepetition retainers the Debtors paid to professionals
retained by it.

Mr. Sprayregen notes that the only Extraordinary Provisions
included in the Proposed Interim Order is the Section 506(c)
Waiver, stating that:

     "So long as the Lenders are consenting to or otherwise
     providing use of Cash Collateral and except as expressly
     provided herein, no expenses of administration of the
     Debtors' estates will be charged pursuant to Section 506(c)
     of the Bankruptcy Code, or otherwise, against the Collateral
     or any collateral supporting the Replacement Liens."

In addition to the proposed Cash Collateral, the Debtors have
agreed to provide adequate protection to or for the benefit of
the Secured Bondholders in order to secure payment of
obligations under the Prepetition Debt Facility.  The Debtors
propose to provide adequate protection in an amount equal to the
aggregate diminution of the Collateral, if any, from and after
the Petition Date:

(a) Positive Cash Flow

      The Debtors are projected to have positive cash flow
      through December 31, 2003.  Accordingly, the Debtors do not
      anticipate any diminution in value of Cash Collateral.

(b) Replacement Liens

      The Debtors propose to grant the Secured Bondholders
      replacement liens upon and security interests in those
      assets otherwise unencumbered under the Prepetition Debt
      Facility. The Replacement Liens will be valid, enforceable
      and perfected security interests in and liens upon the
      Replacement Liens Collateral, but will be subject and
      subordinate to the Carve-Out.

(c) Payment of Interest under the Prepetition Debt Facility

      The Debtors propose to continue to pay postpetition
      interest under the Prepetition Debt Facility at the stated
      rate amounting to $34,400,000 semi-annually.  Current
      forecasts indicate South Central has the ability to
      continue to pay that expense.

(d) Payment of Professional Fees

      The Debtors propose to pay the reasonable professional fees
      and expenses of any official or ad hoc committee of the
      Secured Bondholders.  Current forecasts indicate South
      Central has the ability to continue to pay the expense.

(e) Equity Cushion

      An equity cushion is the value in the property, above the
      amount owed to the creditor with a secured claim, that will
      shield that interest from loss due to any decrease in the
      value of the property during the time the automatic slay
      remains in effect.  Accordingly, the Secured Bondholders
      have an equity cushion equal to $136,404,000.

(f) Continued Operation of the Debtors' Businesses

      The Prepetition Lenders are also adequately protected as a
      result of the continuation of the Debtors' business
      operations.  Absent the ability to use Cash Collateral, the
      Debtors will not be able to pay insurance, wages, rent,
      utility charges and other operating expenses.
      Consequently, without access to Cash Collateral, the
      Debtors will not be able to maintain their business
      operations and continue their restructuring efforts.

(g) Immediate Need For Use of Cash Collateral

      If the Debtors are unable to obtain sufficient operating
      liquidity to meet their postpetition obligations on a
      timely basis, the Debtors could suffer permanent and
      irreplaceable harm.

                        *     *     *

Because the Debtors require immediate access to cash to satisfy
the day-to-day financing needs of their business operations,
Judge Beatty permits the Debtors to use the Cash Collateral on
an interim basis pursuant to the 13-week Budget.

The Court will convene a final hearing on the Debtors' request
on June 18, 2003 at 3:00 p.m. (NRG Energy Bankruptcy News, Issue
No. 4; Bankruptcy Creditors' Service, Inc., 609/392-0900)

NRG Energy Inc.'s 8.625% bonds due 2031 (XEL31USR1) are trading
at about 44 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=XEL31USR1for
real-time bond pricing.


NUWAY MEDICAL: Nasdaq Delists Shares Effective June 10, 2003
------------------------------------------------------------
NuWay Medical, Inc. (Nasdaq: NMED) received notification from
The Nasdaq Listing Qualifications Panel that NuWay's request for
continued inclusion on The Nasdaq SmallCap Market pursuant to an
exception to various Nasdaq MarketPlace Rules had been denied.
Subsequently, NuWay's common stock was delisted from Nasdaq as
of the opening of business yesterday.

The notification, which NuWay received on June 6, 2003, sets
forth the Panel's determination that an exception to the Nasdaq
continued listing qualifications would not be granted due to
NuWay's failures to timely file periodic reports (including the
existing delinquency regarding the required filing of a Form 10-
Q for the quarter ended March 31, 2003), to make accurate and
timely disclosure of material events, to comply with the minimum
shareholders' equity requirement, and to timely file LAS forms.
As a separate and additional basis to deny NuWay's request for
continued listing, the Panel cited public interest concerns
raised by the gravity of the past disclosure violations and its
belief of the continued significant participation in NuWay by
Mark Anderson, a former consultant, former creditor, and former
significant shareholder of NuWay.

Nasdaq disclosed to NuWay that Mr. Anderson, who was never an
officer or director of NuWay, had a prior criminal record. NuWay
had, in fact, cancelled its consulting agreement with Mr.
Anderson prior to receiving this disclosure, and his remaining
holdings in NuWay were purchased by New Millennium Capital
Partners LLC (a company controlled and owned in part by NuWay's
president Dennis Calvert), as disclosed in the Form 8-K filed by
NuWay on April 10, 2003 (and as amended on May 1, 2003). Mr.
Calvert states "Mr. Anderson has absolutely no ability
whatsoever to exert any further influence on this company or its
management, and has not had so for some time."

NuWay has determined not to appeal the decision of the Panel.

As a result of the public interest concerns cited by the Panel,
and because NuWay is delinquent in the filing of its Form 10-Q
for the March 31, 2003 quarter, NuWay's common stock will not be
immediately eligible to trade on the Over-the-Counter Bulletin
Board. NuWay's shares may become eligible if a market maker
makes an application to have the shares quoted and such
application is approved by Nasdaq. Although NuWay believes such
an application will be made, there can be no assurance as to
whether, if made, it will be approved. If the shares are not
approved for quotation on the OTC Bulletin Board, they will be
eligible for quotation on the National Quotation Service Bureau
(the "pink sheets").

NuWay plans to file its Form 10-Q for the March 31, 2003 quarter
within the next several days, and to file all future reports and
make full and accurate disclosure of all information, in each
case as and when required by law.

NuWay Medical, Inc. recently began to offer medical and health
related technology products and services with an initial focus
on the health and information software technology needs of the
sports industry. Although its revenue from this line of business
has to date been extremely limited, NuWay believes that it will
be able to leverage its technological innovations and
applications, as well as its marketing and distribution
capabilities, working with sports teams and sports-related
personalities and venues, to deliver value-added products and
services to potential customers.

                          *    *     *

                LIQUIDITY AND CAPITAL RESOURCES

In its Form 10-KSB filed with SEC, Nuway Medical reported:

"Cash and cash equivalents decreased by $440,302 to $521 at
December 31, 2002, reflecting the fact that the Company disposed
of its operating entities on October 1, 2002 and had earlier
begun a major change in strategy towards medical technology. As
a result, NuWay had no revenues in 2002 and was forced to
consume cash on hand to fund its new  operations.  Due to our
limited liquid  resources, among other things, our auditors have
included an explanatory paragraph in this report which expresses
substantial doubt about our ability to continue as a going
concern.

"At December 31, 2002, management believes the Company had no
debt obligations requiring future cash commitments other than as
follows: Significant debts at December 31, 2002 included
$150,000 of convertible debentures, and a $1,120,000 note
payable which was purchased in March of 2003 by New Millennium
Capital Partners, LLC, an entity controlled by NuWay's
president. On March 26, 2003, the Board voted to convert  the
note into equity of the Company at a 37.5% discount to the
current market rate.  Prior to issuing the shares, and after
receiving a NASDAQ staff determination letter indicating that
issuing the shares without shareholder approval violated
certain Nasdaq Marketplace Rules, the Board modified its
resolution to condition the conversion of the note into equity
on shareholder approval at the next shareholder meeting
(scheduled to take place in the third quarter of 2003).  As we
have had, and continue to have, limited cash resources, we have
engaged consultants to assist our company who are compensated
in shares of Company common stock. These agreements can
generally be terminated with fifteen-day notice."


ORION REFINING: Brings-In Vinson & Elkins as Special Counsel
------------------------------------------------------------
Orion Refining Corporation asks the U.S. Bankruptcy Court for
the District of Delaware for permission to employ Vinson &
Elkins, LLP as its Special Corporate Counsel in its chapter 11
case.

The Debtor tells the Court that it needs Vinson & Elkins to:

      a) advise and represent the Debtor in connection with
         general corporate, business, tax and fiduciary matters;

      b) advise and represent the Debtor in connection with the
         sale or other disposition of the Debtor's assets and
         business including its refinery operations;

      c) advise and represent the Debtor in connection with
         securities law and regulation matters;

      d) advise and represent the Debtor in connection with
         various litigation matters;

      e) advise and represent the Debtor in connection with
         various insurance matters; and

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

The Debtor believes that Vinson & Elkins is qualified to
represent its interests and the interests of its estate in
connection with these issues.  The Debtors relate that Vinson &
Elkins has represented it in a number of matters since July
2002, including corporate, transactional, insolvency and
litigation matters.  Vinson & Elkins, therefore, is intimately
familiar with the Debtor's operations.

D. Bobbit Noel, Jr., Esq., discloses that Vinson & Elkins's
current hourly rates for work of this nature are:

           Partners             $340 to $590 per hour
           Associates           $195 to $475 per hour
           Paraprofessionals    $125 to $185 per hour

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


OWENS CORNING: Has Until Dec. 4 to Make Lease-Related Decisions
---------------------------------------------------------------
The U.S. Bankruptcy Court Judge Fitzgerald extends the deadline
for Owens Corning and its debtor-affiliates to determine whether
to assume, assume and assign, or reject their unexpired non-
residential real property leases to December 4, 2003.

Most of these Unexpired Leases are for space used by the Debtors
for conducting the production, warehousing, distribution, sales,
sourcing, accounting and general administrative functions that
comprise the Debtors' businesses, and are important assets of
the Debtors' estates.  The Unexpired Leases thus are critical to
the Debtors' continued operations as they seek to reorganize.
(Owens Corning Bankruptcy News, Issue No. 53; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


PACIFIC GAS: Court OKs Settlement Agreement with Covanta et al.
---------------------------------------------------------------
Pacific Gas and Electric Company sought and obtained Court
approval of a settlement agreement resolving ongoing litigation
and claims between PG&E, Covanta Stanislaus, Inc., the County of
Stanislaus and the City of Modesto.

The Court also approved a supplemental agreement providing,
inter alia, for the payment of any amounts due and owing, plus
interest, under Covanta's Power Purchase Agreement, which PG&E
assumed pursuant to an Assumption Agreement dated July 13, 2001.

Among other things, the Settlement provides for PG&E's cure of
all prepetition defaults owing to Covanta under the PPA.  It
also resolves disputes concerning the various bankruptcy claims
filed by Covanta, Stanislaus and Modesto.  The Settlement also
contains a full mutual release of all known and unknown claims
between the parties arising out of or relating to the PPA.

                     The Power Purchase Agreement

Pursuant to the PPA dated August 20, 1985 between Covanta, as
successor-in-interest to Covanta Stanislaus Waste Company, and
PG&E, Covanta agreed to sell energy and electrical capacity to
PG&E.  Both Stanislaus and Modesto are entitled to receive the
benefit of a certain percentage of funds PG&E paid to Covanta.

The amount PG&E pays qualifying facilities like Covanta for
energy is set by the California Public Utilities Commission
based on PG&E's short-run avoided costs or SRAC.  In 1997, a
dispute arose between the parties as to the amount of money due
and payable under the PPA.  The parties disagreed as to when,
under the PPA, PG&E was to commence paying Covanta at the SRAC
rate -- as opposed to a "fixed-rate" set by the PPA.

On October 31, 1997, Stanislaus and Modesto filed a complaint
for declaratory relief against PG&E and Covanta in the Superior
Court for the County of Stanislaus in California, alleging that
PG&E ended the fixed-price period and began paying at the SRAC
rate too early.  On March 9, 1998, the matter was transferred to
and added to a Coordinated Proceeding pending in the Superior
Court for the City and County of San Francisco entitled In re
Power Purchase Agreement Cases, Judicial Counsel Coordinated
Proceeding No. 3241, which involved similar claims by other
qualifying facilities.

PG&E filed a cross-complaint in the Coordinated Proceeding
against Covanta for declaratory relief, seeking a ruling that
the timing of its SRAC payments under the PPA was appropriate.
The Cross-Complaint is still pending.

On July 21, 1998, Judge Thomas J. Mellon, Jr., of the San
Francisco Superior Court issued an order sustaining PG&E's
Demurrer to the First Amended Complaint of Stanislaus and
Modesto without leave to amend.  Judge Mellon held that
Stanislaus and Modesto had no standing to bring the Complaint.
On September 14, 1998, Judge Mellon signed an Order of the
Dismissal and Judgment in PG&E's favor with respect to
Stanislaus and Modesto's First Amended Complaint.  However,
Stanislaus and Modesto appealed the Dismissal Order, which is
still pending in the Court of Appeals of the State of
California, First Appellate District.  The Appeal and the Cross-
Complaint are the only remaining pieces of the Fixed-Price
Period Litigation -- all other QFs' complaints were resolved
either by judgment for PG&E or voluntary dismissal.

                    Defaults under the PPA

Beginning in the late summer of 2000, PG&E was forced to pay
dramatically increased wholesale prices for electricity.
Moreover, PG&E was prevented from passing these costs on to
retail customers, resulting in a staggering financial shortfall.
Accordingly, as with other QFs, PG&E was unable fully to pay
Covanta for its December 2000 and January 2001 deliveries, and
made no payment for February and March 2001 energy deliveries.
PG&E's underpayment to Covanta totaled $7,800,000.  As a result
of its deteriorating financial position, PG&E petitioned for
Chapter 11.

In the context of its Chapter 11 case, PG&E obtained the Court's
authority to assume Covanta's PPA.  However, the Court reserved
the issues of timing of payment of the Prepetition Payables and
the appropriate rate of interest.

Covanta, Stanislaus and Modesto each filed proofs of claim in
PG&E's bankruptcy case based on the prepetition litigation and
the sums due and owing under the PPA.  Among other claims, PG&E
disputed Covanta's claims on grounds that the claims were
converted from prepetition, non-priority general unsecured
claims to administrative or contingent administrative claims
based on PG&E's assumption of the PPAs.

                          The Settlement

The parties entered into negotiations not only to resolve the
Claims Objection, but also to resolve other bankruptcy claims
and the Fixed-Price Period Litigation.  The discussions
culminated into Settlement and Assumption Agreements, that
provide for an integrated resolution of the State Court Action,
the Cross-Complaint, the Appeal, and the Prepetition Claims.

The principal terms of the Settlement include:

     (a) Stanislaus' and Modesto's voluntary dismissal with
         prejudice of the Appeal;

     (b) PG&E's express agreement that the Order sustaining its
         Demurrer to the First Amended Complaint and the Judgment
         of the trial court on the Demurrer -- on which the
         Appeal is based -- will not have any issue preclusive
         effect on the issue of the standing of Stanislaus and
         Modesto to assert any future claims relating to the PPA;

     (c) PG&E's dismissal with prejudice of its Cross-Complaint;

     (d) Each party's waiver of any and all claims for attorneys'
         fees and costs as to one another relating to the State
         Court Action, the Appeal, the Cross-Complaint, or any
         other aspect of the Coordinated Proceeding;

     (e) PG&E's cure of all prepetition defaults owing to Covanta
         under the PPAs aggregating $7,794,659 plus 5% annual
         interest;

     (f) Each party's full mutual releases of all known and
         unknown claims against the others related to the PPA;
         and

     (g) The withdrawal, by each of Covanta, Stanislaus and
         Modesto of any claims filed in PG&E's bankruptcy case,
         other than the Section 503 administrative expense claims
         provided for in Section 3(g) the Supplemental Agreement
         with respect to PG&E's prepetition defaults.

"The Debtor has carefully considered the risks, complexity and
expense associated with further litigation of the Claims, the
Appeal and the Cross-Complaint.  In the Debtor's sound business
judgment, these factors tip the scale heavily in favor of
approval of the [Settlement] as fair, reasonable and equitable,"
Kimberly A. Bliss, Esq., at Howard, Rice, Nemerovski, Canady,
Falk & Rabkin, relates.

Ms. Bliss points out that the Settlement resolves long-standing
litigation between the parties including all remaining pieces of
the Fixed-Price Period Litigation.  Ms. Bliss explains that the
continued litigation of the Appeal and the Cross-Complaint in
multiple fora could easily cost the Debtor tens if not hundreds
of thousands of dollars in legal fees alone.  Worse, further
litigation could result in a ruling overturning the dismissal of
Stanislaus' and Modesto's claim and would delay the resolution
of the parties' Prepetition Claims in PG&E's case.

To the extent the Settlement requires PG&E to make payments to
Covanta based on the prepetition defaults owed under the PPA,
Ms. Bliss states that it offers Covanta treatment no more
favorable than that granted to other QFs with whom PG&E has
entered into similar agreements. (Pacific Gas Bankruptcy News,
Issue No. 58; Bankruptcy Creditors' Service, Inc., 609/392-0900)


PARTS PLUS: Delaware Court Fixes July 7, 2003 as Claims Bar Date
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
established a Claims Bar Date -- the date by which all creditors
of The Parts Plus Group, Inc., and its debtor-affiliates'
creditors to file their proofs of claim or be forever barred
from asserting that claim.

All proofs of claim, to be deemed timely-filed must be received
on or before 5:00 p.m. of July 7, 2003 by:

      The Parts Plus Group Inc., Claims Processing
      c/o Kurtzman Carson Consultants LLC
      5301 Beethoven Street Suite 102
      Los Angeles, CA 90066

Claims exempted from the General Bar Date are:

      i) claims not listed in the Schedules as contingent,
         unliquidated, or disputed;

     ii) claims already properly filed with the Claims Agent
         against the correct Debtor;

    iii) claims previously allowed or paid pursuant to an order
         of the Court;

     iv) claims allowable under Section 507(a)(1) as expenses of
         administration;

      v) claims of any Governmental Unit, which Bar Date is
         scheduled on September 22, 2003; and

     vi) claims of any individual Debtor against another Debtor.

The Parts Plus Group, Inc., filed for chapter 11 protection on
March 24, 2003 (Bankr. Del. Case No. 03-10875).  Peter C Hughes,
Esq., and Derrick A. Dyer, Esq., at Dilworth Paxson LLP
represent the Debtors in their restructuring efforts.


P.D.C. INNOVATIVE: Latest SEC Filing Describes Feeble Finances
--------------------------------------------------------------
P.D.C. Innovative Industries, Inc.'s financial statements have
been prepared on a going concern basis that contemplates the
realization of assets and the settlement of liabilities and
commitments in the normal course of business. Management
recognizes that the Company must generate capital and revenue to
enable it to achieve profitable operations. The Company is
planning on obtaining additional equity and/or debt financing to
meet current and short term needs from one or more existing
shareholders and possibly other sources, although it has no firm
commitments for such funds. The realization of assets and
satisfaction of liabilities in the normal course of business is
dependent upon P.D.C. obtaining revenues and equity capital and
ultimately achieving profitable operations. However, no
assurances can be given that it will be successful in these
activities. Should any of these events not occur, its financial
statements will be materially affected.

To the extent P.D.C. secures required funding, of which no
assurances are given, it is currently estimated that laboratory
testing will take approximately four to six months and that the
FDA application process will take approximately 120 days from
the date of submission. Assuming FDA approval, of which no
assurances are given, the Company will then be reliant upon one
or more third parties to manufacture or cause to be manufactured
the Hypo-Pro and to commence sales and marketing efforts of such
product. P.D.C. has no agreements, arrangements or
understandings with any third parties to engage in any such
activities and no assurances are given that it will enter into
any arrangements with one or more third parties for such
purposes. In view of its prior agreement with MMI to
manufacture, market and sell the Hypo-Pro, which agreement was
only recently terminated, the Company has not had any recent
discussions with any third parties for such purposes, and does
not currently know if it will be able to attract one or more
qualified parties for such purposes. If third party
manufacturers cannot be retained on commercially reasonable
terms, the Hypo-Pro may not be able to be successfully
commercialized as planned. Dependence upon third parties for the
manufacture of Hypo-Pro components may adversely affect P.D.C.'s
profit margins and the ability to develop and deliver the Hypo-
Pro on a timely and competitive basis. The inability for
whatever reason(s) to enter into arrangements with one or more
third parties to successfully manufacture, market and sell such
product will materially and adversely affect the Company, as
such contemplated sales presently constitute its only source of
anticipated meaningful revenue. Accordingly, the time required
to achieve revenues from product sales and profitability, if at
all, is uncertain.

The Company has not had any revenues from operations in each of
the last two fiscal years. It incurred a loss from operations of
$3,697,129 for the fiscal year ended December 31, 2002 as
compared to a loss from operations of $1,276,511 for the fiscal
year ended December 31, 2001.

Compensation and related benefits during the year ended
December 31, 2002 increased $383,641 to a total of $729,150 from
$345,509 for the prior year primarily due to a stock issuance to
the estate of its founder in recognition of his prior
contribution of services.

Professional fees, consulting and commissions during the year
ended December 31, 2002 were $434,672, representing a decrease
of $9,337 from the $444,009 incurred during the year ended
December 31, 2001. The decrease is a result of reduced
expenditures for such matters.

Advertising, marketing and promotional costs for the year ended
December 31, 2002 amounted to $418,580 compared to $0 for the
year ended December 31, 2001. Such increase related primarily to
stock issuances for product marketing and consulting services.

General and administrative expenses, including bad debt expense,
in the aggregate during the twelve months ended December 31,
2002 were $111,998 representing a decrease of $39,774 from
$151,772 for the year ended December 31, 2000. The decrease in
these costs is attributable primarily to a decreased level of
operations during last fiscal year.

During 2002, P.D.C. recorded an impairment loss of $1,017,549
related to property and equipment that it owned that was
inaccessible, an impairment loss of $472,118 related to patents,
and an impairment loss of investment of $100 related to its
investment in MMI. It did not recognize any impairment losses on
its property and equipment or patents or any investments during
the year ended December 31, 2001.

During 2002, the Company recorded a loss on writedown of
inventory of $263,133 compared to a recorded loss on writedown
of inventory of $46,643 during 2001. Such increased loss on
writedown is attributable to the financial difficulties it has
been experiencing. Specifically, it has been locked out of its
leased facility and therefore, has no access to and are unable
to sell its inventory.

Materials, research and development, and tooling costs for the
year ended December 31, 2002 were $73,329, or a decrease of
$17,001 from the $90,330 incurred during December 31, 2001. Such
reduction in costs is attributable to a reduced level of
activity.

Rent expense increased $5,100 during the year ended December 31,
2002 to $72,516 from $67,416 during the year ended December 31,
2001 due to its rental obligation on two facilities for a short
time in the latter part of 2002.

Depreciation and amortization expenses decreased $26,848 to
$103,984 during the year ended December 31, 2002 from the
$130,832 incurred during the year ended December 31, 2001. This
decrease is a result of P.D.C.'s no longer utilizing certain
assets and writing off such assets as impairment losses.

Interest expense decreased to $6,000 for the year ended December
31, 2002 from $38,291 for the prior year as a result of the
Company no longer having any interest expense on previously
outstanding debentures and only having an interest expense on a
currently outstanding promissory note in the amount of $50,000
from a stockholder. In connection with the settlement of a
lawsuit relating to these debentures, there is no additional
interest expense related to the agreed upon settlement amount of
$559,443 for which the Company is still obligated.

The Company has financed its operations since inception by the
issuance of equity and debt securities with aggregate net
proceeds of approximately $4,537,000 and through loan
transactions with its President in the aggregate net amount of
$214,780 through December 31, 2002.

Its combined cash and cash equivalents totaled $0.00 at December
31, 2002. The Company is not certain when, if ever, it may
generate a positive internal cash flow due to continued
expenditures, working capital needs, and ongoing losses,
including the expected costs associated with seeking to obtain
FDA approval.

At December 31, 2002, in order to reflect the financial
difficulties it has been experiencing, the Company fully
impaired the remaining net book value related to its fixed
assets. Accordingly, it recorded an impairment loss of
$1,017,549 related to property and equipment that it owned which
was inaccessible.


PENN TRAFFIC: Hires Steven Panagos of Kroll Zolfo as CRO
--------------------------------------------------------
The Penn Traffic Company and its debtor-affiliates want the U.S.
Bankruptcy Court for the Southern District of New York to grant
them authority to employ Kroll Zolfo Cooper LLC Services, LLC
and Steven G. Panagos as Chief Restructuring Officer, in these
chapter 11 cases.

The Debtors tell the Court that it is necessary for them to
engage Kroll Zolfo, to which Steven G. Panagos is a managing
director, to provide advisory services in connection with their
financial restructuring. The specific activities and analyses
that Kroll Zolfo will provide include:

      a) advising and assisting management in evaluating and
         challenging the Debtors' short-term cash-flow
         projections, including underlying assumptions;

      b) advising and assisting management in developing the
         Debtors' business plan, including underlying
         assumptions, and in identifying potential strategies and
         tactics to improve the Debtors' economic model. Such
         business plan will be used as a basis for developing
         capital restructuring alternatives;

      c) advising and assisting management in developing longterm
         capital restructuring alternatives;

      d) advising and assisting management in negotiating and
         implementing the Debtors' selected capital restructuring
         plan with various creditors, as necessary; and

      e) advising and assisting management regarding contingency
         planning for a chapter 11 proceeding, if required.

The Debtors shall pay Kroll Zolfo a:

      a) Monthly fee of $275,000;

      b) Consummation Fee of $2,500,000, if the Debtors file a
         plan or plans of reorganization contemplating a
         restructuring, or the sale the Debtors as a going
         concern within 90 days from Petition Date, and if such
         plan is confirmed within 90 days of the filing such
         plan. The Consummation Fee will be reduced by $100,000
         per month for each month thereafter that the foregoing
         events are not timely achieved.

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


PSC INC: Bankruptcy Court to Consider Plan on June 19, 2003
-----------------------------------------------------------
On May 6, 2003, the U.S. Bankruptcy Court for the Southern
District of New York approved the Disclosure Statement prepared
by PSC Inc., and its debtor-affiliates to explain their Third
Amended Joint Plan of Reorganization.  The Court found the
Disclosure Statement adequate, within the meaning of Sec. 1125
of the Bankruptcy Court, and that, if read, provides creditors
with the right amount of the right kind of information necessary
to decide whether to vote to accept or reject the Plan.

A hearing to consider confirmation of the Third Amended Joint
Plan is set for June 19, 2003, at 10:00 a.m. Eastern Daylight
Time, before the Honorable Stuart M. Bernstein.

Objections, if any, to the confirmation of the Debtors' Plan
must be received by the Court before 5:00 p.m. tomorrow.
Objections are to be filed electronically, together with a proof
of service, at http://www.nysb.uscourts.gov

Copies must also be served on:

         a. Counsel for the Debtors
            Schulte Roth & Zabel LLP
            919 Third Avenue
            New York, NY 1022-3897
            Attn: James M. Peck, Esq.

         b. Counsel for LJ Dipscan, LLC, LJ Scanner Holdings,
               Inc., and LJ Subscanner Holdings, Inc.
            Morrison, Cohen, Singer & Weinstein, LLP
            750 Lexington Avenue
            New York, NY 10022
            Attn: Joseph T. Moldovan, Esq.

         c. Counsel for Symbol Technologies, Inc.
            Cleary, Gottlieb, Steen & Hamilton
            One Liberty Plaza
            New York, NY 10006
            Attn: Lindsee P. Grandfield, Esq.

         d. Office of the U.S. Trustee
            33 Whitehall Street
            21st Floor
            New York, NY 10004

PSC, a manufacturer of bar code scanning equipment and portable
data terminals for retail market and supply chain market, filed
for chapter 11 protection on November 22, 2002 (Bankr. S.D.N.Y.
Case No. 02-15876). James M. Peck, Esq., at Schulte Roth &
Zabel LLP represents the Debtors in their restructuring efforts.
When the Company filed for protection from its creditors, it
listed $130,051,000 in total assets and $159,722,000 in total
debts.


QWEST COMMS: Closes New $1.75 Billion Senior Term Loan Facility
---------------------------------------------------------------
Qwest Communications International Inc.'s (NYSE: Q) Qwest
Corporation subsidiary completed its senior term loan facility
totaling $1.75 billion principal amount of indebtedness.
Reacting to strong demand, a reflection of market confidence in
QC's future, the company increased the previously announced term
loan by 75 percent from $1 billion to $1.75 billion. QC received
the net proceeds Monday.

"We're very pleased with the tremendous progress we continue to
make this year strengthening the company's financial position,"
said Oren Shaffer, Qwest vice chairman and CFO. "With the
completion of this refinancing transaction, as well as the
pending close of the second phase of the QwestDex sale, we
expect Qwest's business plan to be fully funded based upon our
ability to generate operating cash flow and continued access to
capital markets."

QC's senior term loan facility was structured in two tranches: a
$1.25 billion floating rate tranche, maturing in 2007, and a
$500 million fixed rate tranche, maturing in 2010, at a blended
initial interest rate of approximately 6.6 percent, with an
investment grade covenant package. The term loan facility is
unsecured, ranks equally with all of Qwest Corporation's current
indebtedness and is not guaranteed by Qwest Communications
International Inc. The net proceeds will be used to refinance QC
debt due in 2003 and fund QC business needs. Over 100 investors
and lenders participated in the loan, comprising a broad cross-
section of institutional investors. The arrangers for the loan
facility were Merrill Lynch & Co., Credit Suisse First Boston
and Deutsche Bank. Merrill Lynch & Co. acted as sole-bookrunner
and syndication agent.

"The completion of this loan marks another major step in the
financial transformation of Qwest. We have reduced total
principal borrowings by approximately $2.2 billion from
previously announced debt exchanges. Combined with the expected
QwestDex sale total gross proceeds of $7.1 billion from phase
one and two, the company will generate over $9 billion in cash
liquidity and debt reduction," said Janet Cooper, Qwest senior
vice president and treasurer. "The market response is an
affirmation that the steps we've undertaken to transform the
balance sheet are working. We will continue our progress and
monitor conditions for additional strategic transactions."

Qwest Communications International Inc. (NYSE: Q) -- whose
December 31, 2003 balance sheet shows a total shareholders'
equity deficit of about $1 billion -- is a leading provider of
voice, video and data services to more than 25 million
customers. The company's 50,000 employees are committed to the
"Spirit of Service" and providing world-class services that
exceed customers' expectations for quality, value and
reliability. For more information, visit the Qwest Web site at
http://www.qwest.com


RCN CORP: Arranges New Evergreen Senior Secured Credit Facility
---------------------------------------------------------------
RCN Corporation (Nasdaq: RCNC) entered into a new senior secured
credit facility with Evergreen Investment Management Company,
LLC. The net proceeds will be used directly or indirectly to
retire outstanding Senior Notes.

The company can incur up to $500 million of new senior
indebtedness as permitted under the revised agreement with RCN's
bank lenders announced on March 10, 2003. The new credit
facility is part of the continued restructuring of RCN's debt.
The restructuring is expected to reduce outstanding indebtedness
and to satisfy needs for long-term working capital, capital
expenditures and other requirements. In connection with the new
credit facility, Evergreen has agreed to make a term loan to RCN
in an aggregate principal amount of $41.5 million and RCN has
issued warrants, allowing them to purchase 4.15 million shares
of its common stock at an exercise price of $1.25 per share.

"We're pleased to announce the new credit facility with the
support of Evergreen, a very well known and respected investor,"
said David C. McCourt, RCN Corporation's Chairman and CEO. "We
will continue to take a very disciplined approach to retiring
debt and anticipate levering any cash repurchases with another
security."

RCN Corporation (Nasdaq: RCNC) -- whose latest balance sheet
shows a total shareholders' equity deficit of about $2.3 billion
-- is the nation's first and largest facilities-based
competitive provider of bundled phone, cable and high speed
Internet services delivered over its own fiber-optic local
network to consumers in the most densely populated markets in
the U.S. RCN has more than one million customer connections and
provides service in the Boston, New York, Philadelphia/Lehigh
Valley, Chicago, San Francisco, Los Angeles and Washington D.C.
metropolitan markets.

           Summary of Investment in Commercial Term Loan
                      and Credit Agreement

This summary is qualified entirely by reference to the actual
terms of the Commercial Term Loan and Credit Agreement and
related warrant issuance reflected in the operative documents
filed by RCN with the SEC.

Issuer:             RCN Corporation

Administrative
and Collateral
Agent:              HSBC Bank USA

Principal Amount
of Commitment:      $41.5 million

Commitment
Expirations:        September 3, 2003

Loan Maturity:      June 30, 2008

Interest Rate:      The interest rate on the term loans is 12.5%
                     per annum; however, no cash interest will be
                     payable until April 1, 2006. The interest
                     rate is subject to adjustment upward in the
                     event of new indebtedness incurred at a
                     higher rate by RCN within 90 days after
                     closing

Interest
Payment Dates:      Quarterly, commencing June 30, 2003

Security:           Secured by a second priority lien on
                     substantially all of RCN's assets, including
                     its equity interests in its direct
                     subsidiaries.

Subordination:      Subordinate to existing Bank Debt

Events of Default:  Customary, including change of control

Representations,
Warranties &
Covenants:          Customary, including, among other things,
                     covenants limiting debt, liens, investments,
                     mergers, acquisitions, asset sales, sale and
                     leaseback transactions, payments of
                     dividends and other distributions, and
                     transactions with affiliates

Mandatory
Prepayments:        Proceeds from asset sales and certain
                     casualty events not used to repay Bank Debt
                     or acquire telecommunication assets;
                     following repayment of bank facility, 50% of
                     asset sale or casualty proceeds must repay
                     loans under new facility


ROWECOM: Files Plan and Disclosure Statement in Massachusetts
-------------------------------------------------------------
Rowecom, Inc., filed its Liquidating Chapter 11 Plan and
Disclosure Statement with the U.S. Bankruptcy Court for the
District of Massachusetts.  A full-text copy of the Debtor's
Plan and Disclosure Statement is available for a fee at:

   http://www.researcharchives.com/bin/download?id=030606205806

                            and

   http://www.researcharchives.com/bin/download?id=030606205658

On the Effective Date, all assets of the Debtor will be
transferred to the Liquidating Trust for the benefit of all
creditors.  On or after the Effective Date, the Debtor will be
dissolved and all Interests in the Debtor will be cancelled.

According to the Plan, the claims and equity interests are
grouped into classes as to how they will be treated:

   Class           Treatment under the Plan
   -----           ------------------------
   Administrative  Will be paid (a) in full in Cash on the later
   Claims          of:
                   (i) the Distribution Date and
                   (ii) 5 Days after the date on which an order
                   of the Bankruptcy Court allowing such
                   Administrative Claim, or
                   (b) on such other terms as to which the
                   Liquidating Trust and the holder may agree in
                   Writing.

                   Estimated Allowed Claims: $504,000 to
                   $1,000,000

                   Estimated Recovery: 100%

   Priority Tax    Will be paid (a) in full in Cash on the later
   Claims          of:

                   (i) the Distribution Date and
                   (ii) 5 Days after the order of the Bankruptcy
                   Court allowing such Claim or
                   (b) on such other terms as to which the
                   Liquidating Trust and the holder may agree in
                   writing.

                   Estimated Allowed Claims: $0 to $200,000

                   Estimated Recovery: 100%

   Class 1         In complete settlement and satisfaction of its
   Secured Claims  Claim(s), on the later of:

                   a) the Distribution Date and
                   b) 5 days after the date on which an order of
                   the Bankruptcy Court allowing such Claim, will
                   receive either:

                   (i) all legal, equitable, and contractual
                   rights to which such Allowed Claim entitles
                   the holder,
                   (ii) Cash in an amount equal to the unpaid
                   portion of such Allowed Claim,
                   (iii) abandonment of the Asset against which
                   the holder of the Secured Claim holds a lien,
                   or
                   (iv) such other treatment as to which the
                   Liquidating Trust and the holder may agree in
                   writing.

                   Estimated Allowed Claims: $0 to $150,000

                   Estimated Recovery: 100%

   Class 2         Will be paid (a) in full in Cash on the later
   Other Priority  of:
   Claims          (i) the Distribution Date and
                   (ii) 5 days after the order of the Bankruptcy
                   Court allowing such Claim, or
                   (b) on such other terms as to which the
                   Liquidating Trust and the holder may agree in
                   writing.

                   Estimated Allowed Claims: $0 to $150,000

                   Estimated Recovery: 100%

   Class 3         Will receive, in full satisfaction,
   General         settlement, release and discharge of, and in
   Unsecured       exchange for, such Allowed Claim at such times
   Claims          as the Liquidating Trustee may determine in
                   its sole discretion, Cash in an amount equal
                   to the holder's Pro Rata share of any
                   distributions from the Liquidating Trust

                   Estimated Allowed Claims: $63 million to $70
                   million

                   Estimated Recovery: 3.8% to 100%

   Class 4         No property of any kind will be distributed or
   Interests       retained in respect if Interests, Irrespective
                   of whether such Interests are Allowed
                   Interests.

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.


SMART WORLD: Doesn't Consent to Juno Litigation Settlement
----------------------------------------------------------
J. Alex Kress, Esq., at Riker, Danzig, Scherer, Hyland &
Perretti LLP, serving as Special Litigation Counsel to Smart
World Technologies, LLC, Freewwweb, LLC, and Smart World
Communications, Inc., tells the U.S. Bankruptcy Court that a
settlement pact among the Company's Official Committee of
Unsecured Creditors, Juno Online Services, Inc., MCI WorldCom
Network Services, Inc., and UUNet Technologies, Inc., stinks and
can't be approved without Smart World's consent.

The settlement, the Debtors argue, undermines their effort to
recover sufficient funds not only to pay priority and unsecured
creditors in full, but probably enough to achieve a recovery for
the Debtors' equity security holders!  The Debtors say the Joint
Motion brought by the non-debtor parties to the Bankruptcy Court
provides no basis for the Court to conclude that the proposed
settlement is reasonable and lacks sufficient information to
support the factual findings necessary to approve the
settlement.

The Debtors say the settlement falls outside the range of
reasonableness and contains numerous infirmities:

       * First, the proposed settlement does not even require
         Juno to pay the minimum amount Juno owes to the Debtors
         based on the admitted facts and fails to recognize the
         Debtors' substantial arguments for a significantly
         greater recovery.

       * Second, the proposed settlement improperly recognizes
         and overstates the liens and claims of WorldCom and
         subverts the Bankruptcy Code in the process. Given the
         substantial upside potential for the Debtors' bankruptcy
         estate, not to mention the lack of any reasonable
         opportunity for the Debtors to investigate the bona
         fides of the their claims against Juno, the Bankruptcy
         Court cannot approve the settlement.

       * Furthermore, in even bringing the settlement before the
         Court, the Committee improperly relies on doctrines only
         applicable to the situation where a debtor is refusing
         to pursue claims which a committee wishes to pursue;
         these are not applicable to permit the Committee to
         settle claims over the Debtors' objection when the
         Debtors are willing and able to and are actively
         litigating the claims.

On June 29, 2000, the Debtors each filed voluntary chapter 11
petitions in the United States Bankruptcy Court for the Southern
District of New York (Bankr. Case Nos. 00-41645 (CB) through 00-
41647 (CB)).  A principal purpose of the Debtors' bankruptcy
filings was to consummate the sale of the Debtors' assets to
Juno.  It's that transaction that gives rise to the Debtors'
claims against Juco.

Prior to the Petition Date, one of the Debtor's product was an
internet service provider called "Freewwweb.com" which provided
internet access to subscribers free of charge and relied upon
advertising revenues to cover its cost.  Prior to the Petition
Date, the Debtors also developed a distribution system designed
to channel subscribers to Freewwweb.  Eventually, the Debtors
grew into an operation which employed more than 140 people and
acquired more than 1,700,000 registered subscribers,
approximately 750,000 of whom were active users as of the
Petition Date.  Furthermore, the Debtors relate, as of the
Petition Date, it was clear that the Debtors' distribution
system was remarkably effective. It included, among other
things, master distributors and approximately 3,000 dealers who
actively solicited subscribers in exchange for contractual
payments for each subscriber provided. This system was
generating approximately 350,000 new subscribers per month as of
the Petition Date and, over the nine to ten months prior to the
Petition Date, had been increasing each month.

After retaining Jeffries & Co. as its investment banker, the
Debtors made several presentations in an effort to solicit bids
for the purchase of its stock assets. Ultimately, these efforts
resulted in the Debtors agreeing to a sale of its subscriber
base and distribution system to Juno pursuant to a "Summary of
Terms" dated June 29, 2000, with appended confirmation letter.
Despite the lack of definitive documents, Juno insisted on the
Debtors' immediately filing a bankruptcy petition and moving
immediately to consummate the Term Sheet in a bankruptcy sale.
The Term Sheet required Juno to compensate the Debtors in a
combination of cash and Juno stock for FW Subscribers who became
Juno subscribers at a rate starting at $40 per subscriber and
growing to $50 per subscriber after the first 250,000
subscribers. The Term Sheet included lots of adjustments for
this, that and the next thing.

Smart World says Juno breached the Term Sheet in many ways,
failed to provide adequate records and accountings, failed at
customer service, and ultimately caused the business to fail and
deliver inadequate value to the Estates.

"Even on the most conservative basis, Juno owes the Debtors at
least $6,900,000, probably $16,000,000, and potentially
$32,000,000.  Juno, of course, disputes these claims.  WorldCom,
UUNet and the Committee want to wrap-up Smart World's bankruptcy
cases and move on.  Juno has agreed to settle for $5,500,000 and
everybody but the Debtor asks Judge Blackshear to approve this
compromise.

Smart World says the settlement motion is extraordinary because
the Debtors are willing and able to pursue and are actively
pursuing the Claims.  Mr. Kress reminds the Court that he and
his firm are working on a contingency fee basis.  Mr. Kress
smells smoke, thinks he can convince a jury there's fire, and
wants the opportunity to pursue the estates' claims against Juno
to maximize value for all stakeholders.

Judge Blackshear will review the merits of the creditor-backed
Rule 9019 compromise and settlement motion and the Debtors'
objection at a hearing this afternoon, June 11, 2003, at 2:00
p.m.


SPANTEL COMMS: Needs Fresh Funds to Continue Operations
-------------------------------------------------------
Spantel Communications, Inc. has a shareholders' deficit at
March 31, 2003 of $2,182,792 and a working capital deficit of
$4,241,213 that raise substantial doubt about its ability to
continue as a going concern. The ability of the Company to
continue operations is contingent upon attaining profitable
operations and obtaining additional debt and/or equity capital
to fund its operations. The Company entered into an agreement
with a shareholder to borrow up to $1,500,000. As of March 31,
2003, the shareholder had advanced the Company $1,218,008 under
this agreement. Further, management is in the process of
negotiating better prices with suppliers, reviewing all costs,
and has implemented direct access networks for its customers
which should increase customer consumption due to ease of use.

Spantel 2000 S.A., a telecommunications company based in Madrid,
Spain is the Company's operating subsidiary. Spantel 2000 S.A.,
is a provider of various telecommunications services and
products within Spain; all of its operations were established
after the deregulation of the telecommunications industry in
Spain in 1998.

Sales for the three months ended March 31, 2003 increased
$1,582,675, or 70.39%, to $3,830,997 from $2,248,322 for the
three months ended March 31, 2002. This increase was due
primarily to the growth of the  customer base through an
increase in regional coverage and the increased sales of
telecommunications services through the implementation of
selling campaigns and expansion into related businesses.

Communications expense for the three months ended March 31, 2003
increased $663,740, or 42.30%, to $2,232,831 from $1,569,091 for
the three months ended March 31, 2002. This increase was due
primarily to the expansion of business. The gross margin (sales
less communications expense) for the three months ended March
31, 2003 increased $918,935, or 135.29%, to $1,598,166 from
$679,231 for the three months ended March 31, 2002. The increase
was primarily due to the expansion of business coupled with
better pricing as a result of negotiations with its major
suppliers offset by a decrease in a new business line where the
margins are currently lower.

Operating expenses for the three months ended March 31, 2003,
increased $90,777, or 7.09%, to $1,371,577 from $1,280,800 for
the three months ended March 31, 2002. Expenses consist
primarily of marketing and selling, professional fees, and
general and administrative costs. Marketing and selling expenses
decreased as the Company discontinued certain arrangements with
various advertisers and outside marketers, thus reducing costs
and commissions paid. Professional fees and consulting fees
increased due to the hiring of new advisors. General and
administrative expense increased primarily as a result of higher
mailing expenses paid to the comparable period in 2002.

Net profit for the three months ended March 31, 2003 increased
to a profit of 120,833 versus a loss of $ 688,827 for the three
months ended March 31, 2002. This increase was primarily due to
an increase in revenue and an increase in the gross margin while
holding operating costs to a 7% increase.

In the quarter ending June 30, 2002, Spantel completed a
recapitalization and according to Spanish law, was required to
reduce its shareholders' deficit. This was accomplished through
the issuance of 4,115,110 shares of common stock for shareholder
loans in the amount of $4,115,110 and reclassifying a deficit in
the amount of $5,151,038 to paid-in capital.

To reiterate, Spantel incurred a net loss in previous years, has
a shareholders' deficit at March 31, 2003 of $2,182,792 and a
working capital deficit of $4,241,213. These factors raise
substantial doubt about its ability to continue as a going
concern.


SUN WORLD: August 29, 2003 General Claims Bar Date Established
--------------------------------------------------------------
Sun World International Inc., and its debtor-affiliates served
notice of a court-established Bar Date advising those creditors
who want to assert a claim against the bankruptcy estates to
file their proofs of claim by specific deadlines or be forever
barred from asserting that claim.

The scheduled General Bar Date is August 29, 2003.  All
creditors must timely file their proofs of claim if:

      a) their claims are not listed by Sun World in its
         Schedules;

      b) they disagree with the amount of the claim schedule by
         Sun World in its Schedules;

      c) Sun World has schedules their claim as disputed,
         contingent, or unliquidated;

      d) they believe their claim to be a secured claims, and Sun
         World has not so scheduled their claim so;

      e) they believe their claim to be entitled to priority
         under the Bankruptcy Code, and Sun World has not
         scheduled such; or

      f) Sun World has listed a claim in a correct amount on the
         Schedules for one of the Sun World entities but they
         believe the claim is properly asserted against a
         different Sun World entity.

All original proofs of claim must be sent to:

           United States Bankruptcy Court
           Central District of California, Riverside Division
           Attn: Clerk of the Court
           3420 Twelfth Street
           Riverside, California 92501

Other Special Claims' Alternative Bar Dates are:

      Governmental Bar Date       August 29, 2003
      Co-Debtor Bar Date          September 29, 2003
      501(c) Bar Date             September 29, 2003

Sun World International Inc., a leading producer of high value
crops and one of California's largest vertically integrated
agricultural concerns, filed for chapter 11 protection on
January 30, 2003 (Bankr. Central Calif. Case No. 03-11370).
Mette H. Kurth, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP,
represents the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$148,000,000 in total assets and $158,000,000 in total debts.


SUNBLUSH TECH: Sells Scalime France Unit to Solphen for $1.4MM
--------------------------------------------------------------
The SunBlush Technologies Corporation has sold it's Scalime
France S.A. technology group to Solphen Group PLC of London, UK
for Pounds Sterling 1.48 million in cash and shares.

SunBlush retains a 28% interest in Solphen which allows the
SunBlush shareholders to benefit from the development of the
Polyphenol and other technologies without detracting from its
core technology for the continued development and licensing for
the application of its Modified Atmosphere Packaging
technologies and FreshSpan.

The SunBlush Technologies Corporation is a leading provider of
life extension technology to the high growth Fresh Produce and
Flower Industry and uses its technological leadership to pursue
licensing opportunities. The Company's patented technologies
naturally place produce in a state of hibernation while it is
being shipped, extends the shelf life of fresh produce, flowers
and juices, thereby enabling economic distribution or premium
quality vine-ripened fruit and vegetables. The Company's network
of R&D relationships, which include the University of British
Columbia, Bar Ilan University, and the University of Newcastle
New South Wales, focuses on building features that will appeal
to SunBlush's customers in order to gain a competitive edge in
the marketplace. The company continues to pursue licensing
opportunities through grower/processor channels as a way of
maximizing the distribution for its technologies.

At December 31, 2002, SunBlush's balance sheet shows a working
capital deficit of about $2 million, and a total shareholders'
equity deficit of about $3 million.


TECO ENERGY: Commencing Unsecured Notes Offering This Week
----------------------------------------------------------
TECO Energy, Inc. (NYSE: TE) plans to offer unsecured notes
through underwriters Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Citigroup Global Markets Inc., Morgan Stanley &
Co. Incorporated and J.P. Morgan Securities Inc.  The sale of
the notes is expected to commence this week. This offering is
being made under the company's existing shelf registration
statement.

The proceeds from the sale of these notes are expected to be
used to reduce short-term debt and for general corporate
purposes.

The offering is being made only by means of a prospectus.  A
copy of the preliminary prospectus may be obtained from the
offices of Merrill Lynch, Pierce, Fenner & Smith Incorporated, 4
World Financial Center, New York, NY 10080; Citigroup Global
Markets Inc., 388 Greenwich Street, New York, NY 10013; Morgan
Stanley & Co. Incorporated, 1585 Broadway, New York, NY 10036
or J.P. Morgan Securities Inc., 277 Park Avenue, New York, NY
10172.  An electronic copy of the prospectus will be available
from the Securities and Exchange Commission's Web site at
http://www.sec.gov

TECO Energy -- http://www.tecoenergy.com-- is a diversified,
energy-related holding company based in Tampa.  Its principal
businesses are Tampa Electric, Peoples Gas, TECO Transport, TECO
Power Services and TECO Solutions.

As reported in Troubled Company Reporter's April 29, 2003
edition, Fitch Ratings downgraded the outstanding ratings of
TECO Energy, Inc. and Tampa Electric Company as shown below. The
Rating Outlook for both issuers has been revised to Negative
from Stable.

TECO Energy, Inc.:

         -- Senior unsecured debt lowered to 'BB+' from 'BBB';

         -- Preferred stock lowered to 'BB' from 'BBB-'.

TECO Finance (guaranteed by TECO)

         -- Medium term notes lowered to 'BB+' from 'BBB';

         -- Commercial paper withdrawn.

Tampa Electric Company:

         -- First mortgage bonds lowered to 'A-' from 'A';

         -- Senior unsecured debt lowered to 'BBB+' from 'A-';

         -- Unsecured pollution control revenue bonds
            (Hillsborough County, Florida IDA for Tampa Electric)
            lowered to 'BBB+' from 'A-';

         -- Commercial paper unchanged at 'F2';

         -- Variable rate mode unsecured pollution control
            revenue bonds (Hillsborough County, Florida IDA for
            Tampa Electric) unchanged at 'F2'.

The downgrade of TECO Energy's ratings reflect the higher-than-
expected debt leverage on a cash flow basis (gross debt measured
against earnings before interest taxes depreciation and
amortization), and the negative impact on earnings and cash flow
measures from increased interest expense, weaker projected
earnings and higher-than-anticipated capital expenditures.

Teco Energy Inc.'s 7.200% bonds due 2011 (TE11USR1) are trading
at about 97 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=TE11USR1for
real-time bond pricing.


TROLL COMMS: Wants Nod to Continue Using Sobel for Tax Work
-----------------------------------------------------------
Troll Communications, LLC and its debtor-affiliates wants to
continue the prepetition services of David C. Sobel, CPA, PC as
Tax Consultant in these chapter 11 cases.

Prior to the Petition Date, Troll Book Fairs LLC retained
Sobel's services to assist in attempting to obtain a refund of
sales and use taxes paid to the State of Ohio. Specifically,
Sobel was engaged to prepare a Notice of Appeal of the Ohio Tax
Commissioner's Final Determination dated November 26, 2002
related to an Application filed by Troll Book Fairs LLC for
Refund of Ohio Sales and Use Taxes and to monitor the progress
of, and facilitate the appeal of that determination. In
addition, prior to the Petition Date, Debtor Troll Book Clubs
LLC retained the services of Sobel to assist with an
administrative appeal of a tax assessment, imposed by the State
of California -- in an amount in excess of $100,000 -- for use
taxes related to the so-called "use" of promotional items in
California in connection with Troll Book Club LLC's bonus-point
program.

The Debtors wish to retain Sobel to continue the services for
which Sobel was engaged by Debtor Troll Book Fairs LLC and
Debtor Troll Book Clubs LLC prepetition.

Additionally, as the Debtors have an ongoing need for general
advice and consultation on federal, state and local, foreign
income, franchise and non-income tax issues, the Debtors believe
that it will be most cost-effective and beneficial to them,
their creditors, and their estates to retain Sobel to provide
consultation and advice to the Debtors for general tax matters.
The Advisory and Compliance Services will include services which
will be performed in connection with the California
Administrative Appeal.

David C. Sobel, CPA, assures the Court that Sobel is a
"disinterested person" as that phrase is defined in the
Bankruptcy Code.

The Debtors agree to pay Sobel at its current hourly rates,
which are:

           Principal            $200 per hour
           Director             $140 per hour
           Senior Associate     $95 per hour

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


TYCO: Names Ron Krisanda President of Safety Products Group Unit
----------------------------------------------------------------
Tyco Fire & Security a business segment of Tyco International
Ltd., announced that Ron Krisanda, 41, has been named President
of its Tyco Safety Products Group. He will report directly to
David Robinson, President of Tyco Fire & Security.

Tyco Safety Products designs, manufactures and distributes
systems for residential and commercial electronic security; fire
detection and suppression and life safety, including more than
60 brands marketed across the globe. These brands include
Sensormatic anti-theft systems, DSC security products, American
Dynamics video surveillance systems, Software House and other
well-known access control solutions, SimplexGrinnell fire
detection products, Ansul fire suppression systems and Scott
breathing apparatus for firefighting, military and civilian
personnel.  The Group employs more than 9,000 people, including
nearly 1,000 research and development engineers.  It has 50
manufacturing locations in the Americas, Asia, Europe and
Australia.

Dave Robinson said:  "I have worked closely with Ron for a
number of years and have great confidence in his ability to run
and build the Tyco Safety Products Group.  Ron has strong
operational capabilities stemming from his experience in a
number of different industries.  In particular, he brings a
great deal of experience in manufacturing, engineering, supply
chain integration and purchasing on an internatioNal level.  Ron
is a proven leader, and I am pleased that he is taking on more
responsibility on our Tyco Fire & Security management team."

Ron Krisanda said:  "As the world's leading provider of fire
protection and security products, the Tyco Safety Products Group
is positioned to take advantage of the growing global demand for
stronger security life safety solutions.  The businesses in this
Group have powerful market positions and great brand names.
Going forward, we will work to improve the integration of these
organizations, both internally, within the Group itself, and
with Tyco Fire & Security's other units."

Before joining Tyco Fire & Security in March 2003, Mr. Krisanda
served in various capacities at Motorola, General Instrument,
and Ford Motor Company, Most recently, he served as Vice
President of Operations & Technology in the Tyco Plastics &
Adhesives Group.  Prior to joining Tyco, he spent two years at
Multilink Technology as Senior Vice President of Operations.
Previously, Mr. Krisanda was VP and General Manager of
Motorola's Broadband Communication Sector's Asia operation where
he was responsible for manufacturing over 50% of the sector's
revenue.  Mr. Krisanda also worked for the Electronics and
Climate Control Division of Ford Motor Company in a variety of
manufacturing, supply chain and engineering positions.
Mr. Krisanda holds a Master's Degree in Manufacturing Systems
Engineering from Lehigh University and a Bachelor's Degree in
Mechanical Engineering from Clarkson University.

Tyco Fire & Security, a major business segment of Tyco
International Ltd., designs, manufactures, installs and services
electronic security systems, fire protection, detection and
suppression systems, sprinklers and fire extinguishers. With $10
billion in annual sales and more than 100,000 employees, Tyco
Fire and Security includes more than 60 brands, which are
represented in over 100 countries. Its products are used to
safeguard firefighters, prevent fires, deter thieves and protect
people and property.

Tyco International Ltd. (NYSE: TYC, LSE: TYI, BSX: TYC) is a
diversified manufacturing and service company. Tyco is the
world's largest manufacturer and servicer of electrical and
electronic components; the world's largest designer,
manufacturer, installer and servicer of undersea
telecommunications systems; the world's largest manufacturer,
installer and provider of fire protection systems and electronic
security services and the world's largest manufacturer of
specialty valves.  Tyco also holds strong leadership positions
in medical device products, and plastics and adhesives.  Tyco
operates in more than 100 countries and had fiscal 2002 revenues
from continuing operations of approximately $35.7 billion.

Tyco International Ltd.'s December 31, 2002 balance sheet shows
a working capital deficit of about $3 billion.


UNITED AIRLINES: HSBC Seeks Stay Relief to Make L.A. Payments
-------------------------------------------------------------
HSBC Bank USA, as Successor Trustee, wants the Court to either
hold that the automatic stay is not applicable, or modify the
automatic stay to allow HSBC to apply and disburse trust funds
held in Interest and Reserve Accounts for the Bondholders'
benefit.

A trust agreement, between the California Statewide Communities
Development Authority and Chase Manhattan Bank and Trust
Company, governs a $190,240,000 Bond issuance.  The Agreement
was entered on November 1, 1997.  The Bonds are titled, "the
California Statewide Communities Development Authority Special
Facilities Revenue Bonds, Series 1997 (United Airlines, Inc.-Los
Angeles International Airport Projects)."

The Bonds were used to finance the construction, modification
and expansion of buildings and improvements at Los Angeles
International Airport.  United and the Authority agreed that
interest would be paid every April 1 and October 1, until the
Bonds mature in 2034.

United makes payments to the Trustee, who then places the money
in a Bond Fund, which is divided into an Interest Account, a
Principal Account and a Reserve Account.  The Reserve Account
exists so the Trustee can make payments if funds in the Interest
and Principal Account are insufficient.  The Interest and
Reserve Accounts are to be used for payment of principal,
premium and interest on the Bonds.  In other words, Harold L.
Kaplan, Esq., at Gardner, Carton & Douglas, says, these accounts
are not for use by the Debtors.  United's bankruptcy filing did
not alter these rights; the funds are to be used only to pay
interest and principal on the Bonds.

The Trustee has a first and exclusive lien on monies in the
Interest and Reserve Account to secure payment of the Bonds.
The Trustee's security interest in the Accounts has been
perfected.

On April 1, 2003, a scheduled interest payment was due on the
Bonds.  An event of default exists because United failed to make
its required payment.  Therefore, HSBC asks Judge Wedoff to
allow it to disburse the interest payments from the Accounts to
the Bondholders. (United Airlines Bankruptcy News, Issue No. 20;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


UNITY WIRELESS: Voluntarily Discontinues Listing on TSX-V
---------------------------------------------------------
Unity Wireless Corporation (OTCBB: UTYW; TSX-V: UWC), a provider
of power amplifiers to the wireless industry, announced
that its common stock will be delisted from the TSX Venture
Exchange, at the Company's request, effective on the
close of business on Friday, June 6, 2003.

The Company said that although it has maintained the dual
listing of its common stock on both the OTC Bulleting Board
(OTCBB) and  the TSX-V, it believes that the decision to delist
from the TSX-V is in the best interest of the Company and its
shareholders.

In addition, the Company indicated that since it has received
notice from the National Association of Securities Dealers
(NASD) of their plans to phase out the OTC Bulletin Board, and
replace it with a new, regulated market, the BBX (Bulletin Board
Exchange) in January 2004; it is the Company's plan to apply for
listing on this new exchange as soon as the BBX begins accepting
listing applications, which is currently scheduled for July 1,
2003. The Company will remain a "reporting issuer" in the
Provinces of British Columbia and Alberta.

Unity Wireless is a developer of Smart Power Amplifier
technology. Our single-carrier and multi-carrier power amplifier
products deliver world-class efficiency and performance with
field-proven quality and reliability in thousands of base
stations and repeaters around the world.

                          *   *   *

As reported in the April 9, 2003, issue of the Troubled Company
Reporter, Unity Wireless has a history of losses and fluctuating
operating results which raise substantial doubt about its
ability to continue as a going concern. Since inception through
December 31, 2002, it has incurred aggregate losses of
$15,495,130. Its loss from operations for the fiscal year ended
December 31, 2002 was $2,707,170. During fiscal 2002, Unity took
steps to reduce cash expenditures by reducing the number of
employees by approximately 50% and by reducing employee
salaries. There is no assurance that it will operate profitably
or will generate positive cash flow in the future. In addition,
its operating results in the future may be subject to
significant fluctuations due to many factors not within its
control, such as the unpredictability of when customers will
order products, the size of customers' orders, the demand for
its products, and the level of competition and general economic
conditions. If it cannot generate positive cash flows in the
future, or raise sufficient financing to continue normal
operations, then management has said the Company may be forced
to scale down or even close its operations.


VIDEO NETWORK: Resources Insufficient to Continue Operations
------------------------------------------------------------
Video Network Communications has suffered recurring losses from
operations, has experienced recurring negative cash flow from
operations, has had a working capital deficiency, and has a
significant accumulated deficit. The Company expects to continue
to incur significant operating expenses to support product
development efforts and to enhance its product and services
sales and marketing capabilities. At this stage, it is difficult
to estimate the level of the Company's sales in future periods,
or when marketing initiatives will result in additional sales.
Accordingly, the Company expects to continue to experience
significant, material fluctuations in its revenues on a
quarterly basis for the foreseeable future. The Company has
required substantial funding through debt and equity financings
since its inception to complete its development plans and
commence full-scale operations. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern. Management's funding of operating losses to date
and plans to ultimately attain profitability include the effects
of its recent acquisition of certain webcasting services assets.

The Company recognized $585,529 in revenue, had an operating
loss of $2,267,292 and a net loss of $2,255,992 for the first
quarter of 2003. These financial results reflect the significant
changes in the Company's direction in the first quarter. It
generated revenues primarily from the newly acquired webcasting
business and believes that its webcasting business will continue
to grow. It also expects to begin to take advantage of cross-
selling opportunities between its webcasting clients and the
video distribution system customers. Implementing the changes
required to pursue its new business model has been demanding.
Turnover of personnel and realignment of responsibilities have
been significant and management is cognizant of the very real
and challenging obstacles that still must be addressed to
achieve success for its stockholders in 2003. The majority of
the changes associated with implementing its new business model
have been implemented and management is focused completely on
taking full advantage of the opportunities inherent in the new
model.

With the restructuring virtually complete and with the
integration of the webcasting business, management believes it
has cash to fund operations through the fourth quarter of 2003.
The Company intends to begin seeking additional financing in the
second quarter of 2003 for the continued funding of operations
and for the development of new product enhancements and further
expansion of its webcasting and VidPhone businesses. The Company
will pursue existing investors and outside strategic investors.
If adequate funding is not available from operations or
investors or other sources of funding, the Company will pursue
other strategic alternatives including the sale of the Company,
the sale of its assets, or liquidation.


WEIRTON STEEL: Earns Nod to Employ Ordinary Course Professionals
----------------------------------------------------------------
According to Mark E. Freedlander, Esq., at McGuireWoods LLP, in
Pittsburgh, Pennsylvania, Weirton Steel Corporation and its
debtor-affiliates employed approximately 63 professionals in
2002, including law firms, accountants and other professional
persons.  Weirton paid very few of its Ordinary Course
Professionals over $100,000 in 2002.  The aggregate amount of
fees paid to Weirton's Ordinary Course Professionals during 2002
was approximately $8,000,000.

Pursuant to Sections 105, 327, and 328 of the Bankruptcy Code,
Weirton seeks the Court's authority to employ professionals they
utilized in the ordinary course of its business.

Mr. Freedlander clarifies that the Ordinary Course Professionals
are not integral to the day-to-day administration of this
bankruptcy case.  However, their services are beneficial to
Weirton's business operations.  Thus, Ordinary Course
Professionals should not be required to follow the more
stringent employment requirements required of Weirton's
bankruptcy professionals.

Weirton desires to employ the Ordinary Course Professionals to
render services to its estate similar to those rendered prior to
the Petition Date.  Mr. Freedlander explains that it is
impractical for Weirton to submit individual applications and
proposed retention orders for each Ordinary Course
Professionals. Accordingly, Weirton asks the Court to dispense
with the requirement of individual employment applications and
retention orders with respect to the Ordinary Course
Professionals, and that the professionals be retained from time-
to-time as provided.

Furthermore, Weirton proposes to pay to each Ordinary Course
Professional, without a prior application to or further Court
approval, 100% of fees and disbursements incurred, upon the
submission to, and approval by, Weirton of an appropriate
invoice setting forth in reasonable detail the nature of the
services rendered and disbursements actually incurred; provided
however that if any Ordinary Course Professional's fees and
disbursements exceed a total of $50,000 in any single month, or
more than $150,000 for any 12-month period during this case,
then the payments to the professional for the excess amounts
will be subject to the Court's approval in accordance with
Sections 330 and 331 of the Bankruptcy Code, the Federal Rules
of Bankruptcy Procedure, the Local Rules, orders of this Court
and any administrative professional compensation order entered
in this case.  As of May 19, 2003, Weirton expects that the
aggregate fees of all Ordinary Course Professionals will not
exceed $100,000 per month.

Mr. Freedlander informs the Court that the services provided by
the Ordinary Course Professionals are limited in scope and in
connection with specialized areas of the law and other
professions.  Each of the Ordinary Course Professionals
performed services for Weirton during calendar year 2002.

Weirton proposes that each Ordinary Course Professional be
required to file an affidavit and send it to Weirton's counsel.
Weirton's counsel will then serve the affidavit on:

     -- counsel to Fleet Capital Corporation, as agent to the DIP
        Lenders;

     -- the U.S. Trustee for the Northern District of West
        Virginia; and

     -- counsel for any statutory committee of general unsecured
        creditors appointed in this case.

If no objections are filed to the affidavit within 10 days after
service, then the professional's retention should be deemed
approved by the Court, as of the date indicated in the
affidavit, without the necessity of a hearing.

In addition, Weirton wants that each Ordinary Course
Professional that is a law firm or attorney retained be required
within 30 days from the date of retention to file an affidavit
in support of its retention.  No other or further application,
pleading or order of the Court will be necessary regarding the
employment of professionals.  Mr. Freedlander points out that
the proposed ordinary course retention and payment procedures
set forth will not apply to those professionals for whom Weirton
has filed separate applications for approval of employment.

Mr. Freedlander asserts that the proposed procedures will save
Weirton's estate the expense of separately applying for the
employment of each professional.  Furthermore, relieving the
Ordinary Course Professionals of the requirement of preparing
and prosecuting employment and fee applications will save the
estate the additional professional fees and expenses that would
be generated.  Likewise, the proposed procedures will spare the
Court and the U.S. Trustee from considering numerous fee
applications involving relatively modest amounts of fees and
expenses.

Weirton does not believe any of the Ordinary Course
Professionals has an interest materially adverse to Weirton, its
creditors or other parties-in-interest that should preclude the
Ordinary Course Professionals from representing Weirton
postpetition.

                      *     *     *

After due deliberation, Judge Friend grants Weirton's request in
its entirety. (Weirton Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

Weirton Steel Corp.'s 11.375% bonds due 2004 (WRTL04USR1) are
trading at about 34 cents-on-the-dollar, DebtTraders says. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WRTL04USR1
for real-time bond pricing.


WESTPOINT STEVENS: Honoring Prepetition Employee Obligations
------------------------------------------------------------
Michael F. Walsh, Esq., at Weil Gotshal & Manges LLP, in New
York, relates that as of the Petition Date, WestPoint Stevens
Inc., and its debtor-affiliates employ 14,500 full-time
employees and 100 part-time employees. Approximately 2,070 of
the Debtors' Employees are salaried employees, with the balance
accruing wages on an hourly basis or other similar structure,
while 1,055 employees are represented by organized labor
organizations.

The Debtors have incurred certain costs and obligations in
respect of the Employees that remain unpaid as of the Petition
Date because they accrued, either in whole or in part, prior to
the Petition Date.  Even though arising prior to the Petition
Date, these obligations will become due and payable in the
ordinary course of the Debtors' businesses on and after the
Petition Date.  These obligations include:

     A. Wages, Salaries, and Compensation: Prior to the Petition
        Date, and in the ordinary course of their businesses, the
        Debtors paid Employees on either an hourly wage or
        salaried basis.  Salaried Employees are paid on a semi-
        monthly basis and those Employees who earn an hourly wage
        are paid weekly, on a one-week lag basis.  The combined
        average annual wage or salary per Employee is $26,000.
        The Debtors have an average monthly gross payroll equal
        to $34,700,000.

        On May 29, 2003, the Debtors paid their hourly wage
        Employees for the weekly period ending on May 25, 2003,
        and, with respect to salaried Employees, the Debtors paid
        salaries on May 30, 2003 for the semi-monthly period
        ending on May 31, 2003.  As of the Petition Date, the
        Debtors estimate that they owe $4,100,000 in prepetition
        Employee Wages, including certain "exception" pay and any
        amounts represented by uncashed checks.

        On a regular basis, the Debtors also withhold wages for
        Employees' payment of credit union loans, union dues,
        child support or other garnishments, and other
        miscellaneous deductions like pledges to charitable
        organizations that the Employees are either required to
        pay or voluntarily decide to have withheld.  As of the
        Petition Date, the Debtors estimate that they have
        withheld but not remitted $500,000 for these wage
        deductions.

        The Debtors' core business provides bed and bath products
        to customers throughout the United States and overseas,
        including numerous large corporations, which requires the
        maintenance and development of key customer
        relationships. In furtherance, the Debtors employ 38
        Employees trained to cultivate new business and enhance
        service to existing business customers.  The ability to
        maintain these large customers is essential to the
        Debtors.  Accordingly, Employees in the Debtors' sales
        department are entitled to receive commission wages under
        a sales incentive program to the extent they increase the
        Debtors' net revenues through the sale of their products.
        Commission Wages are paid on a semi-annual basis in
        arrears.  Failure to pay the Employee sales force for
        Commission Wages would significantly jeopardize the
        Debtors' ongoing ability to generate revenue.  The
        Debtors normally accrue $1,100,000 annually in Commission
        Wages, and estimate that as of the Petition Date,
        $466,000 in prepetition Commission Wages have accrued
        but remain unpaid.

        The Debtors estimate that the aggregate amount of
        prepetition Employee Wages, Wage Deductions, and
        Commission Wages outstanding as of the Petition Date is
        $5,100,000.

     B. Payroll Taxes: The Debtors are required by law to
        Withhold from an employee's wages certain amounts related
        to federal, state and local income taxes, and social
        security and Medicare taxes and remit the same to the
        appropriate tax authorities.  The Debtors are required to
        match from their own funds the social security and
        Medicare taxes, pay additional amounts for state and
        federal unemployment insurance based on a percentage of
        gross payroll, and remit the Payroll Taxes to the Taxing
        Authorities.  The Debtors' average monthly Payroll Taxes
        is $7,600,000.  As of the Petition Date, the Debtors
        estimate that they owe $3,600,000 in prepetition Payroll
        Taxes.

     C. Vacation Pay: Under the Debtors' paid vacation policy,
        eligible hourly wage Employees are entitled to one to
        four weeks vacation time, which vests on December 31 for
        the following year, based on years of employment.  Yearly
        vacation pay related to the time off is calculated as a
        percentage of an Employee's total earnings from the
        previous calendar year.  Regardless of when or whether
        vacation time is taken, Employees receive their yearly
        vacation pay on the last payday preceding the week of
        July 4.  Salaried Employees are entitled to two to four
        weeks of paid vacation at their current rate of pay based
        on years of service.  Vested vacation pay under the
        Debtors' Vacation Plan is generally paid to both salaried
        and hourly wage Employees upon termination of employment,
        if not previously paid at the time of termination.  The
        Debtors estimate that $13,000,000 of vested vacation pay
        for hourly wage Employees is accrued for 2003, with
        payment of this amount scheduled in July and December.

     D. 401(k) Plan: The Debtors maintain the Retirement Savings
        Value Plan, under which participating Employees may defer
        a portion of their salary.  In addition, the Debtors make
        a matching cash contribution to the 401(k) Plan based on
        Employee deferrals.  The aggregate monthly amount of
        Employee deferrals and matching contributions from the
        Debtors amount to $840,000 and $157,000.  As of the
        Petition Date, the Debtors estimate that they owe
        $238,000 in deferrals and matching contributions under
        the 401(k) Plan.

     E. Pension Plans: The Debtors sponsor and maintain two
        defined benefit pension plans -- the WestPoint Stevens
        Hourly Retirement Plan and WestPoint Stevens Retirement
        Plan for their salaried Employees which allow eligible
        Employees and former Employees, to receive certain
        benefit amounts after retirement.  The Debtors contribute
        to the Pension Plans the amount required pursuant to the
        Employee Retirement Income Security Act of 1974, as
        amended and the Internal Revenue Code of 1986.  As of
        December 31, 2002, the Debtors estimated that the Pension
        Plans were underfunded by $106,000,000.  During 2002, the
        Debtors made contributions to the Pension Plans totaling
        $10,600,000.  It is anticipated that the Debtors may have
        to make a $5,800,000 minimum required contribution to the
        Hourly Pension Plan in 2003.  Benefits under the Pension
        Plans are guaranteed by the Pension Benefit Guaranty
        Corporation.  At retirement, Employees participating in
        the Pension Plans are entitled to receive their pension
        payments in the form of monthly annuity payments together
        with, in some instances, payment of a grandfathered
        portion in a lump sum distribution.

        Currently, 10,700 participants are entitled to receive
        monthly annuity payments under the Pension Plans.  The
        Debtors believe that there are no accrued and unpaid
        Pension Plan Obligations due to the participants as of
        the Petition Date.

     F. Health and Welfare Benefits: The Debtors sponsor several
        health and welfare benefit plans for their Employees,
        including insurance plans relating to medical, health,
        life, dental, prescription drugs, and long-term
        disability plans, as well as a medical plan for retirees.
        The Debtors estimate that their aggregate annual
        expenditures under the Health and Welfare Plans for
        Employees is $61,000,000. Because of the manner in which
        expenses are incurred and claims are processed under the
        Health and Welfare Plans, it is difficult for the Debtors
        to determine the outstanding accrued obligations under
        the Health and Welfare Plans at any particular time.  The
        Debtors estimate that, as of the Petition Date, the
        obligations that have accrued but have not been paid to
        or on behalf of Employees under the Health and Welfare
        Plans aggregate $7,250,000.

     G. Administration of Employee and Retiree Benefit Plans: As
        is customary in the case of most large companies, in the
        ordinary course of operating their business, the Debtors
        utilize the services of certain professionals in order to
        facilitate the administration and maintenance of their
        books and records in respect of the employee benefit
        plans. The Debtors estimate that, as of the Petition
        Date, $76,000 in Third Party Administrator obligations
        are accrued and unpaid.

     H. Severance Amounts: During the ordinary course of
        operating their businesses, the Debtors maintain a
        severance policy for eligible Employees providing for
        lump-sum severance pay benefits and extended medical and
        dental benefits for a period of time based generally on
        an employee's level and years of service with the
        Debtors.  Within the 90 days prior to the Petition Date,
        the Debtors terminated 26 employees eligible under the
        Severance Program and to whom severance pay benefits were
        paid prior to the Petition Date.  In addition, 391
        Employees were given notice of termination prior to the
        Petition Date, in connection with the planned closing
        after the Petition Date of two of the Debtors'
        manufacturing plants.  The Debtors estimate that the
        aggregate amount of Severance Benefits that may be
        owed these Employees does not exceed $2,400,000, or
        $6,000 per Employee.

     I. Other Benefits: The Debtors customarily offer various
        other Employee benefit policies and programs, including
        reimbursing eligible Employees who incur business
        expenses in the ordinary course of performing their
        duties on the Debtors' behalf.  These reimbursement
        obligations include travel and entertainment expenses
        incurred by the Employees through the use of their own
        funds or credit cards.  During 2002, the Debtors averaged
        $274,000 per month in respect of payments for
        Reimbursement Expenses.  Because the Employees do not
        always submit claims for reimbursement promptly, it
        is difficult for the Debtors to determine the exact
        amount of Reimbursement Expense obligations outstanding
        at any particular time.  Nevertheless, the Debtors
        estimate that, as of the Petition Date, the Reimbursement
        Expense obligations to be paid to Employees aggregate
        $137,000.

        Another benefit offered by the Debtors to eligible
        Employees is reimbursement of certain relocation and
        Moving expenses.  Because the Debtors' operations are
        located throughout the United States, the Company often
        requests Employees to relocate on a temporary or
        permanent basis to other offices in accordance with the
        requirements of the Debtors' businesses.  Employees,
        including new hires, who relocate at the Debtors' request
        are reimbursed for various expenses, including, rental
        lease payments, moving and transportation costs,
        dependent education assistance, and annual visit
        privileges.  The Debtors estimate that, as of the
        Petition Date, $6,500 is outstanding in respect of the
        Relocation Expense obligations.

        The Debtors also maintain a discretionary tuition
        reimbursement plan.  Pursuant to the Tuition
        Reimbursement Plan, and at the Debtors' sole discretion,
        eligible Employees are reimbursed for college tuition and
        fees, and career-related certificate courses.  The
        Debtors estimate that, as of the Petition Date,
        outstanding and unpaid Tuition Expenses totaled $7,000.

        In addition, the Debtors have established and maintained
        the Fifty Year Club to honor retirees who worked for the
        Debtors a minimum of 50 years.  Under the Club, which
        currently has 75 members who average 80 years of age,
        retirees receive a $1,325 annual stipend, paid semi-
        monthly.  The Debtors estimate that the current annual
        expenses of the Club will not exceed $100,000.  The
        Debtors believe that, as of the Petition Date, there are
        no accrued and unpaid obligations owing to members of the
        Club.

     J. Independent Contractors: The Debtors also utilize the
        services of 150 independent contractors who provide
        necessary services relating to the operation of the
        Debtors' businesses.  Included among these Independent
        Contractors are individuals from temporary service
        agencies and those acting as freelance consultants
        providing services with respect to general management and
        various professional disciplines, like engineering and
        environmental consulting.  Payment to each of the
        Independent Contractors varies according to the terms of
        each Independent Contractor's contract with the Debtors.
        The Debtors estimate that their total accrued and unpaid
        prepetition obligations to the Independent Contractors do
        not exceed $60,000.

Accordingly, Debtors sought and obtained the Court's authority
to pay the Prepetition Employee Obligations that become due and
owing during the pendency of these Chapter 11 cases and to
continue at this time their practices, programs and policies
with respect to their Employees, as such practices, programs and
policies were in effect as of the Petition Date.  Furthermore,
because it is difficult for the Debtors to determine with
precision the accrued amount for many of the Prepetition
Employee Obligations, to the extent that the Debtors
subsequently determine that there are any additional outstanding
Prepetition Employee Obligations related to the programs and
policies, the Debtors are also authorized to pay these
prepetition amounts.

Pursuant to Sections 507(a)(3) and 507(a)(4) of the Bankruptcy
Code, employees' claims for "wages, salaries, or commission,
including vacation, severance, and sick leave pay" earned within
90 days before the Petition Date, and claims against the Debtors
for contributions to employee benefit plans arising from
services rendered within 180 days before the Petition Date, are
afforded unsecured priority status to the extent of $4,650 per
employee. The Debtors believe that substantially all of the
Prepetition Employee Obligations constitute priority claims and,
to the extent any Employee is owed over $4,650 on account of
Prepetition Employee Obligations, the Debtors submit that
payment of these amounts at this time is necessary and
appropriate.

Mr. Walsh tells the Court that any delay in paying Prepetition
Employee Obligations will adversely impact the Debtors'
relationship with their Employees and will irreparably impair
the Employees' morale, dedication, confidence, and cooperation.
The Employees' support for the reorganization efforts is
critical to the Debtors' success.  At this early stage, the
Debtors simply cannot risk the substantial damage to their
businesses that would inevitably result from a decline in their
Employees' morale attributable to the failure to pay wages,
salaries, benefits and other similar items.

Accordingly, Judge Drain directs all applicable banks and other
financial institutions to receive, process, honor and pay any
and all checks drawn on the Debtors' accounts to pay the
Prepetition Employee Obligations, whether those checks were
presented prior to or after the Petition Date, and make other
transfers provided that sufficient funds are available in the
applicable accounts to make the payments.  The Debtors represent
that each of these checks can be readily identified as relating
directly to the authorized payments of Prepetition Employee
Obligations.  The Debtors believe that checks and transfers
other than those relating to the authorized payments will not be
honored inadvertently. (WestPoint Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


WILLIAMC COS.: Completes Exchange Offer for 8.125% & 8.75% Notes
----------------------------------------------------------------
The Williams Companies, Inc. (NYSE: WMB) has successfully
completed its exchange offer for outstanding 8.125 percent Notes
and outstanding 8.75 percent Notes.

On May 2, 2003, the company launched the exchange offer for up
to $650 million aggregate principal amount of the outstanding
8.125 percent Notes and up to $850 million aggregate principal
amount of the outstanding 8.75 percent Notes.

As of June 6, 2003, approximately $648 million, or 99.1 percent,
of the aggregate principal amount of its outstanding 8.125
percent Notes and $850 million, or 100 percent, of the aggregate
principal amount of its outstanding 8.75 percent Notes have been
tendered and accepted pursuant to the company's offer to
exchange such notes, including tenders received by guaranteed
delivery.

The exchange offer expired at 5 p.m. Eastern on Tuesday, June 3,
2003.

Williams, through its subsidiaries, primarily finds, produces,
gathers, processes and transports natural gas. Williams' gas
wells, pipelines and midstream facilities are concentrated in
the Northwest, Rocky Mountains, Gulf Coast and Eastern Seaboard.

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

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

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


WORLDCOM INC: Watchdog Group Urges Court to Consider Apt Penalty
----------------------------------------------------------------
Citizens Against Government Waste President Thomas A. Schatz
sent a letter to Judge Jed Rakoff, United States District Court,
Southern District of New York offering third party comment in
Securities and Exchange Commission v. WorldCom, Inc. (Case
No. 02-CV-4963).  Excerpts from the letter follow:

     CAGW's concern over this matter relates primarily to the
fact that your decision on an appropriate penalty for WorldCom
will have an enormous impact on government contracting and the
nation's taxpayers.  Without a penalty that is substantial
enough to deter fraudulent behavior by corporations in the
future and force the government to consistently apply its
Federal Acquisition Regulations, taxpayers may be subject to the
continued waste and abuse of their money.

     The FAR empower the General Services Administration (GSA) to
suspend companies from doing business with the federal
government when a company's offense is serious enough to affect
the "present responsibility" of the contractor.  In addition,
the regulations require that firms seeking to do business with
the government have a satisfactory record of business ethics and
integrity.

     CAGW fully understands that the U.S. Courts have no
authority to debar companies from receiving federal contracts.
However, your decision on the appropriate penalties and
potential changes to the company's corporate governance and
accounting infrastructure will certainly carry great weight in
procurement decisions made by the federal government.  Taxpayer
money should not be used to artificially prop up and bail out a
contractor that has, by the actions of its own executives and
employees, brought that company to ruin.

     Your decision will have far-reaching implications on many
levels.  It will deliver a message to white collar criminals
everywhere, to shareholders, employees, customers, and taxpayers
about how aggressively our nation's criminal court system will
deal with transgressions of this magnitude.

For a copy of the full letter, please go to http://www.cagw.org

Citizens Against Government Waste is the nation's largest
nonpartisan, nonprofit organization dedicated to eliminating
waste, fraud, abuse, and mismanagement in government.  For more
information, please visit http://www.cagw.org


WORLDCOM INC: Chairman and CEO Comments on Investigative Reports
----------------------------------------------------------------
MCI's Board of Directors released the findings of a
comprehensive internal investigation that analyzed past actions
at WorldCom, Inc. and issued recommendations for corrective
measures.  A full-text copy of that report is available for free
at:

    http://news.findlaw.com/hdocs/docs/worldcom/bdspcomm60903rpt.pdf

Former Securities and Exchange Commission Director of
Enforcement William McLucas and the law firm of Wilmer, Cutler &
Pickering were legal counsel to the Committee and led the
investigation with the assistance of PricewaterhouseCoopers LLP
who served as financial advisors to the Board.

Also released Monday were the findings of an investigation
conducted by bankruptcy court-appointed examiner Richard
Thornburgh, a former U.S. Attorney General.  A full-text copy of
Mr. Thornburgh's report is available for free at:

    http://news.findlaw.com/hdocs/docs/worldcom/bkexmnr60903rpt2d.pdf

The following statement should be attributed to MCI Chairman and
CEO Michael Capellas:

"MCI's new management team and Board of Directors have clearly
expressed our commitment to be role models for good corporate
governance. We understand that we have a responsibility to go
above and beyond the legal requirements to regain public trust
and confidence.

"Accordingly, we have cooperated with all investigations to
ensure that they specify exactly what happened in the past and
identify the root causes of the problems. It is important to us
that the record be clear, detailed and readily available to the
public.

"The company has proactively implemented a significant number of
management, policy and structural changes. No one even arguably
associated with the past wrongdoing continues to work at the
company. Over the near term we will do even more to guarantee
that the mistakes of the past will never be repeated.

"The issuance of these reports is yet another important step in
putting the past behind us as we remain on a fast track to
emerge from Chapter 11 protection this fall. We know that the
world is watching us and will scrutinize our performance -- we
welcome that oversight. We want the public to know that the
55,000 MCI employees who work hard everyday to serve our 20
million customers want to be the standard bearers for good
governance."

WorldCom, Inc. (WCOEQ, MCWEQ), which currently conducts business
under the MCI brand name, is a leading global communications
provider, delivering innovative, cost-effective, advanced
communications connectivity to businesses, governments and
consumers. With the industry's most expansive global IP backbone
and wholly-owned data networks, WorldCom develops the converged
communications products and services that are the foundation for
commerce and communications in today's market. For more
information, go to http://www.mci.com


WORLDCOM INC: MCI Board Comments on Special Committee Report
------------------------------------------------------------
MCI's Board of Directors released the findings of a
comprehensive internal investigation that analyzed past actions
at WorldCom, Inc., and issued recommendations for corrective
measures. Former Securities and Exchange Commission Director of
Enforcement William McLucas and the law firm of Wilmer, Cutler &
Pickering were legal counsel to the Special Committee of the
Board and led the investigation, with the assistance of
PricewaterhouseCoopers LLP who served as financial advisors to
the Committee.

Directors who also served on the Special Committee include:
Nicholas Katzenbach, former U.S. Attorney General; Dennis
Beresford, former chairman of the Financial Accounting Standards
Board; and Jack Rogers, former Chairman and CEO of Equifax.

In releasing the final report of the Special Committee, the
following statement should be attributed to board member
Nicholas Katzenbach on behalf of the Board of Directors:

"The Board of Directors commissioned this report to ensure that
everyone knows exactly what transpired in the past and that new
controls would be implemented so that history will not repeat
itself. Since last June, investigators have interviewed hundreds
of people, inspected millions of documents, and pursued
countless leads, and we are confident that the full extent of
the wrongdoing has been uncovered.

"It is clear that the actions of a confined group of former
executives and employees had a significant impact on the
company, its 55,000 employees, and its shareholders, creditors
and business partners. This issue is now in the hands of our
country's justice system to run its course.

"Under the leadership of MCI's Chairman and CEO Michael
Capellas, the new management team has overcome huge hurdles to
begin rebuilding the new MCI as a model for good corporate
governance and strong management integrity. We are confident
that the employees of MCI are fully committed to restoring trust
in the company. The company remains on a fast track to emerge
from Chapter 11 later this fall.

"MCI's new Board of Directors are actively involved with the
company's efforts to redefine itself. The Board and the
management team welcome the opportunity to operate with the
highest standards of accountability, integrity and
transparency."

WorldCom, Inc. (WCOEQ, MCWEQ), which currently conducts business
under the MCI brand name, is a leading global communications
provider, delivering innovative, cost-effective, advanced
communications connectivity to businesses, governments and
consumers. With the industry's most expansive global IP backbone
and wholly-owned data networks, WorldCom develops the converged
communications products and services that are the foundation for
commerce and communications in today's market. For more
information, go to http://www.mci.com


WORLDCOM: Rep. Meeks & Panel Urge Court to Nix SEC Settlement
-------------------------------------------------------------
Rep. Gregory Meeks (6-NY), former Public Advocate Mark Green,
and three other experts, participating in a New Democracy
Project/Demos panel in New York City today, urged the federal
judge reviewing the WorldCom-MCI settlement with the Securities
and Exchange Commission to overturn the deal in favor of more
stringent remedies that would send a clear signal to "morally
challenged CEOs and concerned shareholders."

The five stakeholders representing consumers, labor,
shareholders and Congress spoke out at a "Forum on Corporate
Accountability: The SEC-MCI Proposed Settlement -- Perspectives
on Adequacy." The panelists participating in the forum were Mark
Green, President, New Democracy Project, U.S. Rep. Gregory W.
Meeks (6-NY), Debbie Goldman, Senior Policy Analyst,
Communications Workers of America, Rev. Robert Chase, Director,
Office of Communications, United Church of Christ, and James K.
Glassman, Resident Fellow, American Enterprise Institute and
host of TechCentralStation.com.

All of the speakers agreed on the need for tougher action to be
applied against WorldCom-MCI, which has admitted to committing
more than $11 billion worth of accounting fraud.

In his remarks, Rep. Meeks said: "I am very troubled and
disappointed with the proposed settlement between the SEC and
MCI WorldCom. The settlement agreement is grossly inadequate, a
miscarriage of justice, and insulting for the 950,000 New York
public sector employees whose pension was victimized by MCI
WorldCom's fraud. Meanwhile, the company is using bankruptcy to
reemerge as a stronger competitor, debt-free with its illegal
gains. Reorganization under the bankruptcy laws should not apply
when the assets are the product of criminal activities. Our
bankruptcy laws should not be a vehicle for laundering stolen
goods. Besides filing a petition with the U.S. District Court in
New York last week, I am working on a legislative solution
before this becomes a classic case that illustrates how crime
does pay!"

Mark Green said: "WorldCom shouldn't be allowed to profit from
its own illegality. The proposed $500 million fine certainly
sounds large -- but is the equivalent of less than one week of
revenue. The fine should fit the crime. Judge Rakoff should
reject the proposed weak settlement and impose significant and
meaningful penalties. He should triple the fine, reconsider all
government contracts and insure that shareholders are the first
to be repaid."

The Rev. Robert Chase commented: "It is because of a core belief
that 'character counts' that the Office of Communications of the
United Church of Christ has come out so strongly in opposition
to the notion that WorldCom (now known as MCI), home to the
largest accounting scandal in united states history, should be
let off the hook with little more than a slap on the wrist.
Instead, we believe that, if you are a steward of the
Information Age, you are held to a high standard. When you
utterly fail to meet that standard -- as was so clearly the case
with MCI/WorldCom -- you don't get to be an Information Age
steward any more."

AEI Resident Fellow Glassman said: "WorldCom/MCI's assets should
be sold. This won't mean that thousands of jobs, millions of
customers and billions of dollars' worth of equipment will
disappear into thin air. To the contrary. In a free-market
system, the valuable assets of a failed firm (human and
physical) move from weak hands to strong hands. The great
economist Joseph Schumpeter called this process 'creative
destruction.' Zombies like WorldCom/MCI are a drag on any
economy."

CWA Senior Policy Analyst Goldman said: "The $500 million
proposed penalty is a slap on the wrist to WorldCom, a company
that committed the largest case of corporate fraud in U.S.
history. It provides less than a penny on the dollar to
investors who lost $180 billion when WorldCom went bankrupt.
This corruption deprived millions of working people and retirees
of their retirement income, and cost tens of thousands of
workers lost their jobs. The Judge must not rush to judgment
before all the facts are in on the depth and breadth of this
enormous fraud."

The participants in today's panel have been active in a variety
of ways in the wake of the WorldCom/MCI scandal. CWA was among
the very first organizations to call for the debarment of
WorldCom from future federal contracts. During the same month,
the UCC petitioned the Federal Communications Commission for
formal rulemaking to prevent future WorldCom- like abuses in the
telecommunications industry.

The New Democracy Project is a national and urban affairs
institute emphasizing five broad areas: economic growth and
fairness, policing and justice, the environment, education, and
democracy. NDP not only produces creative research but also is a
conveyor belt of ideas and initiatives to scholars, constituency
groups, the media, elected officials and citizens. To affect
public conversation and policy, NDP therefore is both an
institute and a network. Its goal: to advance a "smarter
democracy."

Demos is a non-partisan, non-profit public policy research and
advocacy organization based in New York City. Demos is committed
to a long-term effort to reframe and redesign policy and
politics to meet the complex challenges of the 21st century.
Demos seeks to bring everyone into the life of American
democracy and to achieve a broadly shared prosperity
characterized by greater opportunity and less disparity. Founded
in 1999, Demos combines research with advocacy -- melding the
commitment to ideas of a think tank with the organizing
strategies of an advocacy group.

The Rev. Robert Chase is the Director of The Office of
Communication of the United Church of Christ, Inc. -- the media
advocacy arm of the United Church of Christ, a mainline
Protestant denomination of 1.4 million members. The United
Church of Christ was the first voice to demand that broadcasters
who use the public airwaves have a responsibility to operate in
the public interest, and continues to fight for corporate
responsibility and accountability to the public. In response to
the scandals in the telecommunications industry The UCC has
petitioned the FCC to develop rulemaking on "Corporate
Character" provisions for companies that have a license to use
the public airwaves.

Debbie Goldman is a Research Economist with the Communications
Workers of America where she is responsible for regulatory
affairs and telecommunications policy and provides support for
collective bargaining and organizing. The Communications Workers
of America represent 700,000 women and men working in
telecommunications, broadcasting, publishing, health care,
government, manufacturing, airlines and other industries. Prior
to her tenure at CWA, Ms. Goldman worked at the Public Employee
Department of the AFL-CIO and at the Service Employees
International Union. Ms. Goldman serves as Policy Chair of the
Alliance for Public Technology, a coalition of individuals and
organizations supporting universal affordable access to
broadband technology.

James K. Glassman is Resident Fellow, American Enterprise
Institute, syndicated columnist with the Washington Post, and
host of TechCentralStation.com. At AEI, he researches Social
Security, economics, technology, politics, federal budget,
interest rates, stock market, taxes, and education. He is also
the author of The Secret Code of the Superior Investor. Mr.
Glassman is also a member of the President's Council on The 21st
Century Workforce. His career has afforded him the opportunity
to host PBS TechnoPolitics from 1995-1999, moderate CNN's
Capital Gang Sunday from 1995- 1998, and edit Roll Call from
1987 - 1993.


XCEL ENERGY: Fitch Ups Low-B Debt Ratings After Credit Review
-------------------------------------------------------------
Fitch Ratings has completed a credit review of Xcel Energy Inc.
and its subsidiaries and has upgraded the senior unsecured
rating of Xcel to 'BBB-' from 'BB+', the senior secured ratings
of Northern States Power Co. Minnesota and Northern States Power
Co. Wisconsin to 'A-' from 'BBB+' and the senior unsecured
rating of Southwestern Public Service Co to 'BBB+' from 'BBB'.
Fitch also affirmed the senior secured rating of Public Service
Co. of Colorado at 'BBB+'. Fitch has also removed the ratings
from Rating Watch Positive. The Rating Outlook is Stable.

Xcel's revised rating reflects the substantial dividends
upstreamed by its four main regulated subsidiaries, NSP-MN, NSP-
WI, PSCO and SPS and the expectation that the company's exposure
for the debt and obligations of its subsidiary NRG Energy will
be limited via the bankruptcy process as explained below. The
utility subsidiaries, which distributed $567 million in
dividends to Xcel in 2002, have strong financial profiles, and
they will continue to be the main providers of cash flow to
Xcel. Xcel itself has low debt leverage. Over the course of the
past year, Xcel managed to recover from a serious cash flow
stress that resulted from the insolvency of its subsidiary NRG
Energy, exacerbated by significant parent company financings
that had contained cross-default provisions tied to defaults at
NRG. Those agreements have all been restructured or refinanced.
In recent months, Xcel and its regulated utility subsidiaries
have demonstrated access to capital markets and bank financing.
Over the near to intermediate term, Xcel's liquidity is
projected to be adequate to meet the expected requirements,
including $752 million in payments to NRG creditors to hasten
the resolution of NRG's bankruptcy.

With the recent bankruptcy filing of NRG, management has
proposed a plan of reorganization (NRG Plan) that would limit
Xcel's exposure to NRG to $752 million (including potential
payouts related to Xcel's guarantees for NRG, to be paid over
the course of about a year) and speed the resolution of the
bankruptcy. Prior to filing the Plan, NRG Energy had approval
from some important creditors, but it does not yet have the
requisite majority approvals for the Plan to become effective.
The revised rating encompasses Fitch's view that the requisite
majority of creditors will accept the NRG Plan and that the
Bankruptcy Court will approve the NRG Plan in more or less its
proposed form. The rating also assumes that Xcel will benefit
from tax refunds in 2004 that will aid in funding the payment
under the NRG Plan. However, if the requisite creditors do not
approve the Plan, Xcel's payments to creditors, if any, would be
indefinitely delayed, somewhat enhancing short-term liquidity at
Xcel.

Xcel will deconsolidate the NRG financials from consolidated
results, improving the company's debt to total capitalization
ratio to 57% in 2003 from 77% in 2002. Remaining non-regulated
assets are projected to represent about 10% of total
consolidated assets at year end 2003 after giving effect to the
NRG de-consolidation. Xcel's Debt to EBITDA ratio is projected
to improve significantly to about 3.5 times in the next few
years, from above 5.5x in the past two years.

The upgrade of Xcel permits the corresponding upgrade of its
regulated subs, whose ratings are currently constrained by those
of its parent. Three of the regulated subsidiaries, NSP-MN, NSP-
WI, and SPS, have substantially better standalone credit
profiles than indicated by their current constrained ratings.
PSCO's rating is consistent with its underlying financial
condition and not constrained. PSCO's credit profile has
weakened due to a slowing economy in Colorado, higher leverage
and a less favorable base rate settlement reached with the
Colorado Public Utility Commission in April 2003.

The rating constraint of the regulated utilities by the Xcel
rating reflects the utilities' moderate degree of insulation
from the parent. Since NSPW, NSPM and SPS are not entirely
insulated from the credit risk of their parent, their senior
unsecured ratings are two notches above Xcel's senior unsecured
ratings.

Xcel's Stable Rating Outlook incorporates Fitch's view of a
better than even chance that the NRG Plan will be approved by
the requisite percentage of creditors by year-end 2003. Going
forward, Xcel's ability to wind down all involvement with NRG,
collect expected tax refunds, and achieve continued improvements
in group liquidity would likely lead to positive rating action
or improved rating outlook for Xcel and its subsidiaries.

Ratings affected by the rating actions are:

         Xcel Energy Inc.

-- Senior unsecured debt upgraded to 'BBB-' from 'BB+'.

         Northern States Power Company-MN

-- First mortgage bonds and secured pollution control revenue
    bonds upgraded to 'A-' from 'BBB+';

-- Senior unsecured debt and unsecured pollution control revenue
    bonds upgraded to 'BBB+' from 'BBB';

-- Trust preferred stock upgraded to 'BBB' from 'BBB-';

-- Commercial paper affirmed at 'F2'.

         Northern States Power Company-WI

-- First mortgage bonds upgraded to 'A-' from 'BBB+';

-- Senior unsecured debt upgraded to 'BBB+' from 'BBB'.

         Southwestern Public Service Company

-- First mortgage bonds withdrawn;

-- Senior unsecured debt upgraded to 'BBB+' from 'BBB';

-- Commercial paper affirmed at 'F2'.

         Southwestern Public Service Capital I

-- Trust preferred stock upgraded to 'BBB' from 'BBB-'.

         Public Service Company of Colorado

-- First mortgage bonds affirmed at 'BBB+';

-- Senior unsecured notes affirmed at 'BBB';

-- Preferred stock affirmed at 'BBB-';

-- Commercial paper rating affirmed at 'F2'.

Rating Outlook is Stable for all entities.

Xcel Energy Inc. is the holding company for six electric utility
companies that serve electric and natural gas customers in 12
states and a small natural gas pipeline company. Xcel also owns
a number of non-regulated businesses, the largest of which, NRG
Energy, Inc. along with numerous NRG subsidiaries is currently
operating under the protection of the U.S. bankruptcy court.


XENICENT INC: Needs New Capital Infusion to Continue Operations
---------------------------------------------------------------
Xenicent, Inc. has no operations other than the operations of
Giantek, its sixty percent (60%) subsidiary.   The Company has
not provided the $750,000 in operating capital and the $250,000
for a sales force as required in the share agreement with
Giantek.  Additionally, should the Company's stock not increase
to a stated value 24 months after the capital contributions are
made, the agreement with Giantek may be abrogated and the
Company will have no operations. These factors raise substantial
doubt as to the ability of the Company to ontinue as a going
concern.

Management's plan is to hire a United States sales force to
market Giantek products and services in an attempt to increase
revenues.  The Company also intends to pursue equity capital and
debt funding.  However, the outcome of management's plan cannot
be ascertained with any degree of certainty.  The interim
consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

Giantek is a supplier of electronic display boards, computer-
programmable display systems, and large video  displays for
sport, business, and transportation applications. Its focus is
on supporting customers with superior products and services that
provide dynamic, reliable, and often unique, visual
communication  solutions.  Its products include a complete line
of large display products, from small indoor and outdoor
scoreboards and displays, to large, multi-million dollar, video
display systems. It is recognized worldwide as a technical
leader with the capabilities to design, manufacture, install and
service complete integrated systems that display real-time data,
graphics, animation and video.

The Company had a net loss of $60,890 for the three months ended
March 31, 2003, versus a net loss of $13,837 for the same period
ended in 2002.  The increase in loss is a result of the Giantek
net loss of $54,551.

On March 31, 2003, the Company had cash of $100,553 and a
$205,806 deficit in working capital.  This compares with cash of
$102 and a working capital deficit of $25,844 at March 31, 2002.
The change in working capital was due primarily to the
acquisition and consolidation of Giantek.

Overall, the Company has funded its cash needs from inception
through March 31, 2003 with a series of debt and equity
transactions, primarily with Duane Bennett, its President and
majority stockholder. If unable to receive additional cash from
its majority stockholder, the Company may need to rely on
financing from outside sources through debt or equity
transactions.  Its President is under no legal obligation to
provide the Company with capital infusions. Failure to obtain
such financing could  have a material adverse effect on
operations and financial condition.

xEnicent will substantially rely on the existence of revenue
from its combined businesses; it believes its  current cash
position, along with current and projected revenues or capital
reserves, can sustain business for the next 12 months.  However,
it may need to obtain additional capital through equity or debt
financing to sustain operations for an additional year.  A lack
of significant revenues beginning in the  first half of 2003
will significantly affect the Company's cash position and move
it towards a position where the raising of additional funds
through equity or debt financing will be necessary. In addition,
modifications to its business plans or additional property
acquisitions may require additional capital for the Company to
operate. There can be no assurance that additional capital will
be available to it when needed or available on terms favorable
to the Company.


* Jefferies Hires Leland Westerfield to Cover Media Companies
-------------------------------------------------------------
Jefferies & Company, Inc., the principal operating subsidiary of
Jefferies Group, Inc. (NYSE: JEF), announced the hiring of
Leland A. Westerfield as a Managing Director and Senior Equity
Research Analyst covering the media sector.

Mr. Westerfield was named a "Best on the Street" media analyst
by The Wall Street Journal in both 2001 and 2002.

"Leland Westerfield's expertise and extensive relationships in
the media sector will significantly enhance our research effort
in this regard, especially as this area continues to evolve
under deregulation," said Steven R. Black, Director of Equity
Research. "Lee is highly regarded on the Street, and his
excellent track record, as evidenced by industry rankings, will
allow us to extend our current coverage of media and
entertainment companies and better serve our clients."

"I look forward to bringing Jefferies' longstanding
institutional investor relationships more deeply into the media
space," said Mr. Westerfield. "The firm's strong middle market
focus is superbly tailored to growth media companies often
overlooked by Wall Street."

Mr. Westerfield has been involved in the media industry for over
a decade and the securities industry for the past eight years.
In addition to being recognized by The Wall Street Journal, he
has consistently been rated among the top 10 analysts for both
the broadcasting and publishing sectors by Institutional
Investor. Prior to Jefferies, Mr. Westerfield served as a Senior
Equity Analyst responsible for the broadcasting and publishing
sectors at UBS Warburg, and previously at PaineWebber. Direct
industry experience came early in his career at Time Warner.
Mr. Westerfield received an MBA from Columbia Business School
and an undergraduate degree from Yale University. He reports to
Mr. Black and is based in the firm's New York office.

Jefferies & Company, Inc., the principal operating subsidiary of
Jefferies Group, Inc. (NYSE: JEF), is a full-service investment
bank and institutional securities firm focused on the middle
market. Jefferies offers financial advisory, capital raising,
mergers and acquisitions, and restructuring services to small
and mid-cap companies. The firm provides outstanding trade
execution in equity, high yield, convertible and international
securities, as well as fundamental research and asset management
capabilities, to institutional investors. Additional services
include correspondent clearing, prime brokerage, private client
services and securities lending. The firm's leadership in equity
trading is recognized by numerous consulting and survey
organizations, and Jefferies' affiliate, Helfant Group, Inc.,
executes approximately twelve percent of the daily reported
volume on the NYSE.

Through its subsidiaries, Jefferies Group, Inc. employs more
than 1,350 people in 20 offices worldwide, including Atlanta,
Boston, Chicago, Dallas, London, Los Angeles, New York, Paris,
San Francisco, Tokyo, Washington and Zurich. Further information
about Jefferies, including a description of investment banking,
trading, research and asset management services, can be found at
http://www.jefco.com


* PwC Sells BPO International Operations to Exult for $17 Mill.
---------------------------------------------------------------
Exult, Inc. (Nasdaq: EXLT), the leading provider of HR-led
Business Process Outsourcing for Global 500 companies, has
expanded its global operations by acquiring
PricewaterhouseCoopers' international BPO operations for
$17 million.

The acquired business includes blue chip client contracts with
remaining terms of two to six years and aggregate revenue run
rate of approximately $25 million per year.  Total scheduled
revenue over the remaining terms of these contracts is
approximately $100 million, and could be increased through
extension and expansion of the client relationships.  The
acquisition is expected to be accretive to Exult's earnings per
share beginning in 2004, and neutral for the remainder of 2003.

BPO visionary and Exult founder, Chairman and CEO Jim Madden
announced, "This acquisition marks an important milestone in the
evolution of Exult.  We pioneered the market for integrated
outsourcing of human resources business processes for Global 500
companies, and we are now extending our market leadership by
adding significantly to our geographic scope and service
capabilities.  In the June 3, 2003, Gartner Dataquest Alert,
Gartner predicts that supplier BPO revenues will grow to $173
billion in 2007, and we believe that much of this growth will
occur in the international marketplace.  This acquisition
positions us to capitalize on this growth by giving us
international expertise in HR BPO and affinity finance and
accounting processes, a group of deeply experienced multilingual
outsourcing professionals, and an expanded multinational
infrastructure.  We intend to continue our leadership of this
growing market for multinational HR-led BPO."

As part of this acquisition, Exult will gain Standard Chartered
Bank, Equifax (U.K.), Safeway (U.K.), Tibbett & Britten, Grupo
Algar and other clients, bringing its list of blue chip BPO
clients to 15, employees under management to half a million,
annual payroll volume to $19 billion, and annual accounts
payable volume to $35 billion.  Through this transaction, Exult
will add approximately 500 PwC BPO employees, including a wealth
of multilingual professionals, cross border finance and
accounting skills and years of BPO operations expertise.  The
transaction will also add large-scale retail to the industry
groups served by Exult, and will substantially expand Exult's
geographic coverage to include multi-process service centers in
South America and the U.K., along with a presence in Eastern
Europe, Western Europe, Hong Kong and Singapore.  The
acquisition includes proprietary procurement methodologies,
several knowledge bases, tools and domain names that will help
strengthen Exult's international profile and capabilities.  PwC
had built one of the most prominent global BPO businesses before
regulatory issues prompted divestiture through a series of steps
including this transaction.  PwC now retains only a single
international BPO contract.

Richard Smith, PwC BPO global leader, said "BPO has been a
strategic service line within PwC for several years, and the
business has gained recognition as a leader in the BPO market.
However, the demands of the regulatory environment have caused
PwC to divest this business.  We have selected Exult as the best
choice to serve our key clients, and we know they will provide
an excellent home for the clients and staff in the business.  We
plan to partner with Exult to ensure the success of the
transition."

"This acquisition confirms the growing importance of global
delivery capabilities in BPO, especially to serve the Global 500
market," said Rebecca Scholl, Senior Analyst BPO, Gartner.
Scholl recently co-authored a research report entitled, BPO:
Climbing the Learning Curve.

Exult, Inc. (Nasdaq: EXLT) is the market leader in HR-led
business process outsourcing for Global 500 corporations, with
headquarters in Irvine, California, and client service centers
in the U.S., Canada, Europe and India. Through its proprietary
Exult Service Delivery Model(SM), Exult offers comprehensive,
scalable process management solutions designed to manage
clients' entire human resource departments.  Exult uses its HR
process expertise, MultiDelivery(SM) shared client service
centers, expert HR consulting capabilities and its myHR(SM) web-
enabled applications to help Global 500 corporations enhance
human capital productivity, reduce costs, streamline processes
and provide superior HR services to their employees.  For
more information, visit http://www.exult.net


* Top Insurance Litigator James Fitzgerald Joins Stroock
--------------------------------------------------------
James E. Fitzgerald, a leading insurance attorney, has joined
the Los Angeles office of Stroock & Stroock & Lavan LLP as
partner, effective May 30, 2003.

Mr. Fitzgerald, 48, joins Stroock from Luce, Forward, Hamilton &
Scripps LLP, where he was a partner in the firm's insurance
group, as well as a founding member of its Los Angeles office.
Mr. Fitzgerald has a broad-based business litigation and
insurance practice. He has been involved in numerous class
action, complex litigations and jury and non-jury cases in state
and federal court regarding insurance coverage and bad faith,
business disputes, professional liability and fraud. Mr.
Fitzgerald also practices before the NASD on broker issues and
employment matters.

Stroock & Stroock & Lavan LLP is a law firm with market
leadership in financial services, providing transactional and
litigation expertise to leading insurance companies, investment
banks, venture capital firms, multinational corporations and
entrepreneurial businesses in the U.S. and abroad. Stroock's
practice areas concentrate in corporate finance, legal service
to financial institutions, energy, insolvency & restructuring,
intellectual property and real estate.


* Meetings, Conferences and Seminars
------------------------------------
June 19-20, 2003
    RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP
       Corporate Reorganizations: Successful Strategies for
          Restructuring Troubled Companies
             The Fairmont Hotel Chicago
                Contact: 1-800-726-2524 or fax 903-592-5168 or
                         ram@ballistic.com

June 23 and 24, 2003
    AMERICAN BANKRUPTCY INSTITUTE
       Investment Banking Program
          Assoc. of the Bar of the City of New York, New York, NY
             Contact: 1-703-739-0800 or http://www.abiworld.org

June 26-29, 2003
    NORTON INSTITUTES ON BANKRUPTCY LAW
       Western Mountains, Advanced Bankruptcy Law
          Jackson Lake Lodge, Jackson Hole, Wyoming
             Contact: 1-770-535-7722 or
                      http://www.nortoninstitutes.org

July 10-12, 2003
    ALI-ABA
       Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
          Drafting, Securities, and Bankruptcy
             Eldorado Hotel, Santa Fe, New Mexico
                Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

July 17-20, 2003
    Northeast Bankruptcy Conference
       AMERICAN BANKRUPTCY INSTITUTE
          Hyatt Regency, Newport, RI
             Contact: 1-703-739-0800 or http://www.abiworld.org

July 30-Aug. 2, 2003
    AMERICAN BANKRUPTCY INSTITUTE
       Southeast Bankruptcy Workshop
          The Ritz-Carlton, Amelia Island, FL
             Contact: 1-703-739-0800 or http://www.abiworld.org

July 31, 2003
    FOUNDATION FOR ACCOUNTING EDUCATION
       Bankruptcy and Financial Reorganization Conference
          New York, NY
             Contact: 1-800-537-3635 or visit www.nysscpa.org

September 18-21, 2003
    AMERICAN BANKRUPTCY INSTITUTE
       Southwest Bankruptcy Conference
          The Venetian, Las Vegas, NV
             Contact: 1-703-739-0800 or http://www.abiworld.org

September 12, 2003
    AMERICAN BANKRUPTCY INSTITUTE
       ABI/GULC "Views from the Bench"
          Georgetown Univ. Law Center, Washington, DC
             Contact: 1-703-739-0800 or http://www.abiworld.org

October 2-3, 2003
    EUROFORUM INTERNATIONAL
       European Securitisation
          Hilton London Green Park
             Contact: http://www.euro-legal.co.uk

October 10 and 11, 2003
    AMERICAN BANKRUPTCY INSTITUTE
       Symposium on 25th Anniversary of the Bankruptcy Code
          Georgetown Univ. Law Center, Washington, DC
             Contact: 1-703-739-0800 or http://www.abiworld.org

October 15-18, 2003
    NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
       Seventy Sixth Annual Meeting
          San Diego, CA
             Contact: http://www.ncbj.org/

October 16-17, 2003
    EUROFORUM INTERNATIONAL
       Russian Corporate Bonds
          Renaissance Hotel, Moscow
             Contact: http://www.ef-international.co.uk

November 12-14, 2003
    AMERICAN BANKRUPTCY INSTITUTE
       Litigation Skills Symposium
          Emory University, Atlanta, GA
             Contact: 1-703-739-0800 or http://www.abiworld.org

December 3-7, 2003
    AMERICAN BANKRUPTCY INSTITUTE
       Winter Leadership Conference
          La Quinta, La Quinta, California
             Contact: 1-703-739-0800 or http://www.abiworld.org

February 5-7, 2004
    AMERICAN BANKRUPTCY INSTITUTE
       Rocky Mountain Bankruptcy Conference
          Westin Tabor Center, Denver, CO
             Contact: 1-703-739-0800 or http://www.abiworld.org

March 5, 2004
    AMERICAN BANKRUPTCY INSTITUTE
       Bankruptcy Battleground West
          The Century Plaza, Los Angeles, CA
             Contact: 1-703-739-0800 or http://www.abiworld.org

April 15-18, 2004
    AMERICAN BANKRUPTCY INSTITUTE
       Annual Spring Meeting
          J.W. Marriott, Washington, D.C.
             Contact: 1-703-739-0800 or http://www.abiworld.org

April 29-May 1, 2004
    ALI-ABA
       Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
          Drafting, Securities, and Bankruptcy
             Fairmont Hotel, New Orleans
                Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

May 3, 2004
    AMERICAN BANKRUPTCY INSTITUTE
       New York City Bankruptcy Conference
          Millennium Broadway Conference Center, New York, NY
             Contact: 1-703-739-0800 or http://www.abiworld.org

June 2-5, 2004
    AMERICAN BANKRUPTCY INSTITUTE
       Central States Bankruptcy Workshop
          Grand Traverse Resort, Traverse City, MI
             Contact: 1-703-739-0800 or http://www.abiworld.org

June 24-26,2004
    AMERICAN BANKRUPTCY INSTITUTE
       Hawaii Bankruptcy Workshop
          Hyatt Regency Kauai, Kauai, Hawaii
             Contact: 1-703-739-0800 or http://www.abiworld.org

July 15-18, 2004
    AMERICAN BANKRUPTCY INSTITUTE
       The Mount Washington Hotel
          Bretton Woods, NH
             Contact: 1-703-739-0800 or http://www.abiworld.org

July 28-31, 2004
    AMERICAN BANKRUPTCY INSTITUTE
       Southeast Bankruptcy Workshop
          The Ritz-Carlton Reynolds Plantation, Lake Oconee, GA
             Contact: 1-703-739-0800 or http://www.abiworld.org

September 18-21, 2004
    AMERICAN BANKRUPTCY INSTITUTE
       Southwest Bankruptcy Conference
          The Bellagio, Las Vegas, NV
             Contact: 1-703-739-0800 or http://www.abiworld.org

October 10-13, 2003
    NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
       Seventy Seventh Annual Meeting
          Nashville, TN
             Contact: http://www.ncbj.org/

December 2-4, 2004
    AMERICAN BANKRUPTCY INSTITUTE
       Winter Leadership Conference
          Marriott's Camelback Inn, Scottsdale, AZ
             Contact: 1-703-739-0800 or http://www.abiworld.org

April 28- May 1, 2005
    AMERICAN BANKRUPTCY INSTITUTE
       Annual Spring Meeting
          J.W. Marriot, Washington, DC
             Contact: 1-703-739-0800 or http://www.abiworld.org

July 14 -17, 2005
    AMERICAN BANKRUPTCY INSTITUTE
       Ocean Edge Resort, Brewster, MA
          Contact: 1-703-739-0800 or http://www.abiworld.org

July 27- 30, 2005
    AMERICAN BANKRUPTCY INSTITUTE
       Southeast Bankruptcy Workshop
          Kiawah Island Resort and Spa, Kiawah Island, SC
             Contact: 1-703-739-0800 or http://www.abiworld.org

November 2-5, 2005
    NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
       Seventy Eighth Annual Meeting
          San Antonio, TX
             Contact: http://www.ncbj.org/

December 1-3, 2005
    AMERICAN BANKRUPTCY INSTITUTE
       Winter Leadership Conference
          Hyatt Grand Champions Resort, Indian Wells, CA
             Contact: 1-703-739-0800 or http://www.abiworld.org

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices
are obtained by TCR editors from a variety of outside sources
during the prior week we think are reliable.  Those sources may
not, however, be complete or accurate.  The Monday Bond Pricing
table is compiled on the Friday prior to publication.  Prices
reported are not intended to reflect actual trades.  Prices for
actual trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy
or sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies
with insolvent balance sheets whose shares trade higher than $3
per share in public markets.  At first glance, this list may
look like the definitive compilation of stocks that are ideal to
sell short.  Don't be fooled.  Assets, for example, reported at
historical cost net of depreciation may understate the true
value of a firm's assets.  A company may establish reserves on
its balance sheet for liabilities that may never materialize.
The prices at which equity securities trade in public market are
determined by more than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Bond pricing, appearing in each Thursday's edition of the TCR,
is provided by DebtTraders in New York. DebtTraders is a
specialist in global high yield securities, providing clients
unparalleled services in the identification, assessment, and
sourcing of attractive high yield debt investments. For more
information on institutional services, contact Scott Johnson at
1-212-247-5300. To view our research and find out about private
client accounts, contact Peter Fitzpatrick at 1-212-247-3800.
Real-time pricing available at http://www.debttraders.com/

Each Friday's edition of the TCR includes a review about a book
of interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

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

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

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

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

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

                 *** End of Transmission ***