TCR_Public/030613.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, June 13, 2003, Vol. 7, No. 116

                           Headlines

ABITIBI-CONSOLIDATED: Reduces Quarterly Dividend Payable July 2
ACTERNA CORP: Court Gives Interim Nod on Weil Gotshal Retention
ADELPHIA COMMS: Sprint Demands Prompt Decision on Contracts
AEP INDUSTRIES: Second Quarter Net Loss Tops $3.4 Million
AIR CANADA: Unsecured Creditors' Panel Forms Ad Hoc Committee

AIR CANADA: Reports Ongoing Revenue Deterioration due to SARS
AMES DEPT: Assigns Store No. 723 Lease to FWR Partners for $1.9M
BURLINGTON IND.: Moves for Fourth Exclusivity Period Extension
CAR RENTAL: Fails to Settle with Ford & Files for Chapter 7
CASCADES: Building New Info Technology Center in Kingsey Falls

CASUAL MALE: Broadcasting Presentation at GS Conference Today
CHAMPIONLYTE: Says Demand for Product Exceeds Expectations
CMS ENERGY: Fitch Keeps Negative Outlook on B-Level Ratings
CMS ENERGY: Completes $1.8B CMS Panhandle Sale to Southern Union
CONSECO INC: Asks Court to Extend Solicitation Time Till Dec. 17

CONSUMER DIRECT: Says Cash Still Sufficient For the Next Year
CONTINENTAL AIRLINES: Extends & Expands Codeshare Pact with KLM
DAN RIVER: Closes Two Plants and Lowers Earnings Outlook
DOANE PET CARE: Completes Exchange Offer for 10-3/4% Sr Notes
ECHOSTAR: Court Says Network Policies Comply with Copyright Laws

ELIZABETH ARDEN: Files New Shelf Registration Statement with SEC
EL PASO: Says Zilkha/Wyatt Threat May Derail Energy Settlement
EL PASO: Zilkha Claims Board Is Desperate & Using Scare Tactics
ENERGY VISIONS: Gets C$2M Loan Commitment for Pure Energy Buyout
ENRON CORP: Consummates ServiceCo Stock Redemption

FANNIE MAE: Redeeming $3.05 Billion Worth of Securities
FARMLAND INDUSTRIES: Selling 71% Stake in Farmland National Beef
FEDERAL-MOGUL: Litigation Commencement Extended Through June 30
FIBERCORE INC: Receives Notice of Default from Fleet Bank
FIBERCORE: Launches New Product Using Patented POVD Process

FLEMING COS: Turns to Blackstone Group for Financial Advice
HEALTH SCIENCES: Capital Infusion Needed to Sustain Operations
I2 TECH: Pays Off Note Obligations & Terminates Texas Lease
INTERTAPE POLYMER: Initiates Cost Reduction for Better Results
INT'L WIRE: Ceasing Operations in Indiana Fabricating Plant

IT GROUP: Seeks Court Nod for Beneco Settlement Agreement
I-TRAX INC: R. Dixon Thayer Joins Board of Directors
KEYSTONE: Wooing Lenders to Amend Debt Pacts to Cure Defaults
MESA AIR: Prices Senior Convertible Notes Due 2023
METALS USA: Settles Unsecured Claim Dispute with Usinor

MIDWEST EXPRESS: Reports May Performance
MIRANT: Reaches Clean Air Act Agreement With State of New York
NEXTEL PARTNERS: Issues Tender Offer for 14% Sr. Discount Notes
NRG ENERGY: Seeks Okay to Pay Prepetition Property Tax Claims
ORCHID BIOSCIENCES: Regains Compliance With Nasdaq Requirements

ORION REFINING: Turns to Huron Consulting for Financial Advice
PACIFIC BIOMETRICS: Brings-In Michael Carrosino as New CFO
PAPER WAREHOUSE: US Trustee Names Official Creditors' Committee
PEAKSOFT: Enters Into Debt Conversion Deals with 10 Creditors
PENTON MEDIA: Shares to Commence Trading at OTC Bulletin Board

PETCO ANIMAL: Opening New Harrisonburg, VA Store on June 20
PHILIP SERVICES: UST Appoints 5 Creditors' Committee Members
PRINCETON VIDEO: Selling Substantially All Assets for $10.5 Mil.
REPUBLIC TECH: Court OKs Sale of Idled Plant to BVV Acquisition
SAFETY-KLEEN: Selling Motor Vehicles to U.S. Bancorp for $5.8MM

SIEBEL SYSTEMS: Discloses Annual Meeting's Prelim. Vote Results
SIEBEL SYSTEMS: Publishes Open Letter to AFSCME Re Proposal 5
SIRIUS: Appoints David J. Frear as New Chief Financial Officer
SLATER STEEL: UST Schedules Section 341(a) Meeting on July 11
SPARTAN STORES: Closes Sale of L&L/Jiroch & J.F. Walker Units

STANDARD COMMERCIAL: Declares Quarterly Cash Dividend
STEEL DYNAMICS: Shelf Registration in re 4% Sub Notes Effective
SUNBLUSH: Inks Share Buy-Back Agreement with Access Subsidiary
TENFOLD CORP: Ratifies Tanner + Co.'s Employment as Auditors
TENNECO AUTOMOTIVE: Prices $350,000,000 of Senior Secured Notes

TEXAS NEW MEXICO: Fitch Assigns BB+ Rating to $250MM Senior Notes
TRIMAS CORPORATION: Cequent Group Acquires Chem-Chrome, Inc.
UAL CORP: Fifth Third Seeks Stay Lift to Make IAA Payments
US AIRWAYS: CWA Designates Maggie Jacobsen to Serve on Board
VIDEO COMPUTER: 6,800 Victims Share $1.2 Mil. in Consumer Fraud

VISTA HEALTH: Universal Health to Buy Three California Hospitals
WEIRTON STEEL: Taps FTI Consulting for Financial Advice
WESTAR ENERGY: Will Webcast Shareholders Meeting on Monday
WESTPOINT STEVENS: Honoring Prepetition Customer Obligations
WORLDCOM INC: Selling New Jersey Property for $31 Million

WORLDCOM/MCI: Proposed Settlement Spurs Rallies in Wall Street
WORTH MEDIA: Seeks Nod to Hire Larry Glick as Bankruptcy Counsel
XCEL ENERGY: Will Pay Preferred Share Dividends on July 15, 2003
XENICENT INC: Secures $179,000 Purchase Order from NCCA
XEROX CORP: Fitch Places Low-B Level Ratings on Watch Positive

XEROX CORP: Commences $3.1 Billion Recapitalization Strategy

* BOOK REVIEW: AS WE FORGIVE OUR DEBTORS: Bankruptcy and Consumer
                Credit in America

                           *********

ABITIBI-CONSOLIDATED: Reduces Quarterly Dividend Payable July 2
---------------------------------------------------------------
Abitibi-Consolidated Inc. (TSX: A, NYSE: ABY) announced a
reduction of its quarterly dividend on common shares from $0.10 to
$0.025; declaring a $0.025 dividend for shareholders of record on
June 23, 2003, to be paid on July 2, 2003.

The Company's Board of Directors made this decision in light of
existing market and currency exchange conditions. As the market
continues its recovery and free cash flow levels improve, the
Company will consider increasing its dividend payment in the
future.

"We understand the importance of the dividend, but we believe this
decision was made in the best interest of Abitibi-Consolidated and
its shareholders," said President and CEO, John Weaver. "While we
expect Q2 results to be slightly lower than Q1, we're looking
forward to a better second half. Given our commitment to focus on
cash, this decision will enhance financial flexibility and help
improve the Company's credit rating over time."

Abitibi-Consolidated is a global leader in newsprint, uncoated
groundwood papers and lumber. We are a team of 16,000 people
supplying newspapers, publishers, commercial printers, retailers,
cataloguers and builders in more than 70 countries from 27 paper
mills, 21 sawmills, 3 remanufacturing facilities and 1 engineering
wood facility in Canada, the U.S., the U.K., South Korea, China
and Thailand. We also operate 10 recycling centers.

                          *   *   *

In November 2002, Moody's cut its rating on the Company's
outstanding debentures to Ba1.  Abitibi is also party to a
C$541,875,000 credit facility arranged by Citicorp, Scotiabank
and CIBC maturing on December 18, 2003.


ACTERNA CORP: Court Gives Interim Nod on Weil Gotshal Retention
---------------------------------------------------------------
Acterna Corp. sought and obtained interim permission from the
Court to employ Weil, Gotshal & Manges LLP as their attorneys to
perform the extensive legal services needed during their Chapter
11 cases.

In particular, Weil Gotshal will:

     (a) take all necessary or appropriate actions to protect and
         preserve their estates, including the prosecution of
         actions on their behalf, the defense of any actions
         commenced against them, the negotiation of disputes
         involving them and the preparation of objections to
         claims filed against their estates;

     (b) prepare on their behalf, all necessary or appropriate
         motions, applications, answers, orders, reports and
         other papers in connection with the administration of
         their estates;

     (c) take all necessary or appropriate actions in connection
         with a reorganization plan and related disclosure
         statement and all related documents and further actions
         may be required in connection with the administration of
         their estates;

     (d) render legal advice and services in connection with
         general corporate matters; and

     (e) perform all other necessary or appropriate legal
         services in connection with their Chapter 11 cases.

The Debtors will compensate Weil Gotshal for its services
in accordance with the firm's current customary hourly rates:

                 $425 - 700    members and counsel
                  250 - 435    associates
                  125 - 215    paraprofessionals

Michael F. Walsh, Esq., and Paul M. Basta, Esq., lead the legal
team in charge of Acterna's chapter 11 restructuring.  Messrs.
Walsh and Basta assure the Court that they, their partners, and
all other Weil Gotshal are disinterested within the meaning of 11
U.S.C. Sec. 101(14).  (Acterna Bankruptcy News, Issue No. 4;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Acterna Corp.'s 9.750% bonds due 2008
(ACTR08USR1) are trading between 22 and 25 cents-on-the-dollar.
See http://www.debttraders.com/price.cfm?dt_sec_ticker=ACTR08USR1
for real-time bond pricing.


ADELPHIA COMMS: Sprint Demands Prompt Decision on Contracts
-----------------------------------------------------------
Gray I. Selinger, Esq., at Salomon Green & Ostrow P.C., in New
York, reports that the Adelphia Communications Debtors are parties
to prepetition executory contracts with Sprint Communications
Company, L.P. for the purchase of long distance telecommunications
services, other telecommunications services, and local telephone
exchange services from Sprint.  On the Petition Date, the
"Adelphia" contract party was in default in performance of the
obligations due under the terms of the Contracts.  For purposes of
this motion, Sprint relies on the admissions made by the Debtors
that they are a contract party to the Contracts, and that millions
of dollars of prepetition defaults exist.

Mr. Selinger points out that more than ten months have passed
since the ACOM Debtors commenced these cases.  In connection with
the related ABIZ bankruptcy cases, the ACOM Debtors have
undertaken a substantial review of the contracts and services in
determining their share of obligations.  Accordingly, by now, the
ACOM Debtors should be fully familiar with the value of the
Contracts to the estate, and should reasonably have considered
whether the Contracts are to be retained or rejected.  In sum,
the ACOM Debtors have sufficient information to exercise their
business judgment to assume or reject the Contracts.  In
addition, Sprint's continuing difficulties in obtaining payment
of postpetition obligations in these cases, and the related
problems arising from the ACOM Debtors' interaction with the ABIZ
cases, can all be avoided and rendered moot by determining those
Contracts to which the ACOM Debtors are parties, and having the
ACOM Debtors assume those Contracts promptly.

Sprint submits that under the various factors courts consider in
arriving at a "reasonable time" for a debtor to decide whether to
assume or reject a contract, this Court can and should conclude
that these Debtors have had more than adequate time.
Accordingly, Sprint asks Judge Gerber to compel the Debtors to
make this determination immediately.

Sprint wants the ACOM Debtors to seek to assume or reject the
Contracts without further delay, by filing a motion to assume or
reject the Contracts on that date, and to schedule a hearing on
the motion on no more than the minimum period of notice required
by the applicable rules.  Given the ACOM Debtors' prepetition
defaults under the Contracts, Sprint further requests that on any
motion to assume a Contract, the ACOM Debtors must:

     a) specify the amount that is in default on the Contract;

     b) state that all prepetition payment defaults will be cured
        by immediate payment after assumption of the Contract; and

     c) specify any amount to set off against the cure amount.

The Court must determine the amount, if any, that the Debtors may
set off against the sum of the prepetition defaults, which the
Debtors must cure prior to assumption.  In light of the Debtors'
claims of set-off in these cases, an order directing assumption
and cure of defaults will not otherwise provide the relief of
curing defaults intended by Section 365 of the Bankruptcy Code.

Finally, Sprint asks Judge Gerber to find that:

     a) the contract rate under any assumed Contract constitutes
        the value of the Services; and

     b) any default in payment of the amounts owed under any
        assumed Contract constitute damages of Sprint which have
        conferred benefit on the Debtors, so that Sprint is
        entitled to allowance and payment of an administrative
        expense in the same amount if the Debtors default after
        assumption of any Contract. (Adelphia Bankruptcy News,
        Issue No. 35; Bankruptcy Creditors' Service, Inc., 609/392-
        0900)


AEP INDUSTRIES: Second Quarter Net Loss Tops $3.4 Million
---------------------------------------------------------
AEP Industries Inc. (Nasdaq: AEPI) reported financial results for
its fiscal second quarter ended April 30, 2003.

Net sales for the second quarter were $191,006,000, an 18.6
percent increase from $161,015,000 in the same quarter last year.
The increase in second quarter net sales is primarily due to a
20.9 percent increase in average unit sales prices partially
offset by a 1.9 percent decrease in sales volume.  For the six-
month period, net sales increased 16.6 percent to
$360,778,000 from $309,551,000 in 2002.  The increase in 2003
year-to-date net sales is primarily due to a 13.5 percent increase
in average per unit selling prices combined with a 2.7 percent
volume increase.

Gross margin for the second quarter of fiscal 2003 decreased to
16.5 percent from 22.0 percent in the same quarter last year.  The
six-month gross margin decreased to 16.7 percent compared with
21.6 percent in the prior fiscal year.  The decline in gross
profits in both periods was the result of the Company's inability
to pass increased raw materials costs through to its customers.
In addition, the Company's European businesses were negatively
affected by the increased value of the Euro.

Operating expenses increased $2,300,000 and $4,900,000 for the
three and six months ended April 30, 2003.  The decline in value
of the U.S. dollar during the period increased operating expenses
by $1,900,000 and $3,200,000, respectively.  Increases in core
expenses such as fuel, insurance, healthcare, audit and compliance
fees account for the remainder of the increased operating
expenses.

Income from operations was $3,780,000 in the second quarter of
2003 compared with $9,905,000 in the prior year's period.  For the
first six months of fiscal 2003, income from operations declined
to $6,739,000 from $18,218,000 for the same period last year.

The net loss for the second quarter of fiscal 2003 was $3,396,000,
or $0.42 per share (diluted), compared with net income of
$1,819,000, or $0.23 per share (diluted), in the prior year's
second quarter.

For the first six months of fiscal 2003, AEP reported a net loss
of $7,602,000, or $0.95 per share (diluted), compared with net
income of $7,836,000, or $1.00 per share (diluted), in the prior
year.  The 2002 six-month period includes a $6,824,000 gain from
the sale of a 50 percent interest in the Company's Australasia
"bag in box" operations during the first quarter of 2002.

"Company operations worldwide are being negatively affected by
rapidly increasing raw materials cost, our general inability to
pass through, in a timely fashion, these increased costs to our
customers, and an extremely competitive market place which results
from industry-wide overcapacity.  In addition, our European
businesses have been negatively affected by the rapid rise in the
value of the Euro," commented Brendan Barba, Chairman and Chief
Executive Officer of AEP Industries.  "We are happy to note that
the synergies resulting from our recent Asia/Pacific acquisition
had a positive effect on business unit profitability despite
material margin compression."

AEP Industries Inc. manufactures, markets, and distributes an
extensive range of plastic packaging products for the
food/beverage, industrial and agricultural markets.  The Company
has operations in nine countries throughout North America, Europe
and Australasia.

                         *   *   *

As reported in the Troubled Company Reporter's February 13, 2003
edition, Standard & Poor's Ratings Services revised its outlook on
AEP Industries Inc., to negative from stable based on the
company's weaker-than-expected financial performance.

At the same time, Standard & Poor's affirmed its 'BB-' corporate
credit rating on the company. South Hackensack, N.J.-based AEP
produces various flexible packaging products in the U.S.,
Europe, and Asia. Total debt outstanding was $256 million as at
Oct. 31, 2002.

Standard & Poor's ratings on AEP reflect the firm's heavy debt
burden, which more than offsets a below-average business risk
profile that recognizes solid competitive positions in a number
of flexible packaging niches.


AIR CANADA: Unsecured Creditors' Panel Forms Ad Hoc Committee
-------------------------------------------------------------
The members of the Ad Hoc Unsecured Creditors' Committee of Air
Canada as of May 30, 2003 are:

      (1) Airbus North America Holdings, Inc.,

      (2) The Bank of Nova Scotia Trust Company of New York, in its
          capacity as Trustee in respect of the US$300,000,000 and
          EUR100,000,000, 10.25% Senior Notes due 2011, for the
          purposes authorized by the Indenture governing such
          Notes,

      (3) Bank of Nova Scotia as agent for R/T Syndicate,

      (4) Bayerische Landesbank,

      (5) CIBC Mellon Trust Company, in its capacity as Trustee in
          respect of the Senior Debentures due 2004, 2006 and 2007,
          for the purposes authorized by the indentures governing
          such debentures,

      (6) Canadian Imperial Bank of Commerce,

      (7) Cara Foods Operations Limited,

      (8) Deutsche Lufthansa AG,

      (9) Greater Toronto Airports Authority,

     (10) IBM Canada Ltd.,

     (11) Kreditanstalt fur Wiederaufbau, and

     (12) Rolls-Royce North America Inc.

Howard A. Gorman, Esq., and Steven H. Leitl, Esq., at Macleod
Dixon LLP, are the Committee's legal counsel.

Joe Tucker, CA, and Richard Grudzinski, CA, of KPMG Inc., are the
Committee's financial advisors. (Air Canada Bankruptcy News, Issue
No. 6; Bankruptcy Creditors' Service, Inc., 609/392-0900)

Air Canada's 10.250% Senior Notes due 2011 (AC11CAR1), now in
default, are trading around 24 cents-on-the-dollar.  See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AC11CAR1for
real-time bond pricing.


AIR CANADA: Reports Ongoing Revenue Deterioration due to SARS
-------------------------------------------------------------
Air Canada mainline flew 26.4 percent fewer revenue passenger
miles in May 2003 than in May 2002, according to preliminary
traffic figures. Capacity decreased by 21.5 percent, resulting in
a load factor of 71.6 percent, compared to 76.4 percent in May
2002; a decrease of 4.8 percentage points. Jazz, Air Canada's
regional airline subsidiary, flew 9.5 percent fewer revenue
passenger miles in May 2003 than in May 2002, according to
preliminary traffic figures. Capacity decreased by 18.1 percent,
resulting in a load factor of 60.6 percent, compared to 54.8
percent in May 2002; an increase of 5.8 percentage points.

     Revenue Environment
     -------------------

Following on a $125 million negative impact in April due to SARS,
the revenue shortfall has deteriorated by more than $200 million
year over year for May with another comparable shortfall expected
for June. Most of the deterioration in May revenues can be
attributed to SARS which has exacerbated an already permanently
changed revenue environment for North American carriers in
particular. Traffic on Asian routes is down 68 per cent and
Toronto enplanements are down 22 per cent for the month.
Additionally overall domestic traffic has been suppressed as
normal international traffic flows connecting to Air Canada's
domestic system are down considerably. The airline is experiencing
an unprecedented directional imbalance in business traffic at its
main hub with significantly more passengers originating in Toronto
than from other cities destined for Toronto. Corporate policies
directing business travellers to avoid Toronto and a general
avoidance of Toronto as a connecting point are ongoing factors.

"As can be seen from our results, the SARS outbreak continues to
have a major negative impact on traffic, not only on our Asian
routes but on our entire network, and in particular, our main hub
at Toronto," said Robert Milton, President and Chief Executive
Officer. "Given the ongoing concerns over the outbreaks in
Toronto, other than for a few Asian Pacific carriers, SARS is
proving more devastating to Air Canada than any other airline
worldwide. Advance international bookings for the summer are weak
and we expect that the entire Canadian tourism industry is under
similar pressure.

International travellers are avoiding Canada in general, linking
the SARS outbreaks to the entire country rather than to Toronto
where it has been contained," he said.

"We currently expect the 2003 year over year revenue shortfall  to
be significantly in excess of $1 billion with no expectation of
meaningful recovery before the third quarter of 2004," said Mr.
Milton.

     Restructuring Update
     --------------------

At a meeting of its Board of Directors, the Board reviewed the
Company's current restructuring plan, its May operating results
and the continuing and forecast deterioration in the revenue
environment.

     Elements of the restructuring plan include:

     -   Fleet restructuring: downsize current fleet by at least 40
         aircraft and introduce a 70-110 seat regional jet aircraft
         fleet as previously announced.

     -   Product strategy: re-position the airline to provide high
         frequency, quality, affordable air service.

     -   Lowering operating costs: reduce annual operating costs by
         at least $2.1 billion, inclusive of annual labour cost
         savings equal to $1.1 billion.

     -   Deleveraging Air Canada: significantly reduce the debt
         level of Air Canada.

     -   Enhanced liquidity: raise new equity and debt financing
         currently estimated to be $1.35 billion in order to ensure
         the minimum level of liquidity for a successful
         restructuring.

The Board approved a plan to seek the debt and equity financing
required to fund a successful emergence from CCAA proceedings. In
such circumstances, it is highly likely that a substantial portion
of the company's unsecured debt will be converted to new equity
and that there will not be any meaningful recovery to existing
equity of the Company.


AMES DEPT: Assigns Store No. 723 Lease to FWR Partners for $1.9M
----------------------------------------------------------------
Ames Department Stores, Inc., and its debtor-affiliates sought and
obtained the Court's authority to assume and assign their interest
under the lease for Store No. 723 located at the Clover Square
Shopping Center in Mercerville, Hamilton Township, New Jersey.

The Debtors will assign the Lease to the landlord, FWR Partners
LP, free and clear of liens, claims, security interests,
encumbrances and other interests.  In consideration for the
assignment, FWR Partners will pay the Debtors $1,900,000.

The assignment of the Lease and surrender of the Mercerville
Store premises to FWR Partners will be on a "where is, as is"
condition without representations or warranties.  FWR Partners
has delivered a 10% earnest money deposit to the Debtors, which
is placed in escrow.  FWR Partners will pay the balance at the
closing, subject to a credit for the Debtors' obligations under
the Lease.

The current term under the Lease will expire on Sept. 1, 2078.
The base monthly ground rent for the current term under the Lease
is $0.83.  The annual rent is $9.96.  Additional monthly rent
under the Lease is comprised of $965 in insurance and $3,802 in
CAM charges for a $4,769 total monthly lease obligation.  The
Debtors are also responsible for the payment of real estate taxes
for the Mercerville Store premises, which currently total $15,000
per month.

The Debtors' records reflect that they owe not more than $166,549
in prepetition rent, CAM charges, taxes and insurance; and
$115,783 in postpetition rent, CAM, taxes and insurance through
April 30, 2003 under the Lease, with a per diem amount equal to
$153 for rent, CAM and real estate taxes.  The unpaid obligations
under the Lease total $307,922, plus per diem for April 1, 2003
through the Closing Date.

The Debtors initially subjected FWR Partners' offer to a
competitive bidding to maximize the value for the Lease.  But
there were no other parties willing to pay more. (AMES Bankruptcy
News, Issue No. 38; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


BURLINGTON IND.: Moves for Fourth Exclusivity Period Extension
--------------------------------------------------------------
Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, tells the Court that Burlington Industries,
Inc., and its debtor-affiliates are diligently pursuing the
marketing and sale of the company pursuant to the Court-approved
auction process and are working closely with their various
constituencies to ensure that this process maximizes value for all
stakeholders.  Although the Debtors have already filed the Plan,
they will need to amend the Plan and the related Disclosure
Statement.  Thus, the Debtors will not be in a position to seek
Court approval of the Disclosure Statement and begin Plan
solicitation until some time after the July 21, 2003 auction.

In this situation, Mr. DeFranceschi asserts that the Debtors need
an extension of the Exclusive Periods to ensure that this process
is completed without delay and that the benefits of the Debtors'
extensive restructuring efforts to date are fully realized for
the estates.  A further extension of the Exclusive Periods is
also supported by the Debtors' other accomplishments in these
Chapter 11 cases.

Mr. DeFranceschi reports that since the Petition Date, the
Debtors have made significant strides on their restructuring
efforts, including the:

A. Business Plan

    The Debtors continue to exceed the goals set by the initial
    Business Plan, including:

    (a) the early paydown of the Debtors' initial $96,000,000
        borrowings under their postpetition credit agreement;

    (b) the early paydown of the Debtors' prepetition credit
        agreement by approximately $93,000,000;

    (c) the creation of significant cash balances in excess of the
        goals set by the initial Business Plan -- $156,000,000 as
        of March 29, 2003, which is approximately $124,000,000
        more than anticipated; and

    (d) improving the operating performance of the Debtors'
        businesses.

B. Asset Sales

    The Debtors have continued in earnest the process of disposing
    certain non-core assets.  Pursuant to Court Orders, the
    Debtors have completed the sale of:

    -- substantially all of the assets relating to their bedding
       and window consumer products businesses;

    -- certain equipment of Debtor Burlington Fabrics, Inc.;

    -- certain of their assets relating to their residential
       upholstery fabrics business;

    -- certain of their Mexican assets;

    -- a trucking terminal located in Gaston County, North
       Carolina;

    -- a warehouse facility in Statesville, North Carolina;

    -- a vacant textile plant in Denton, North Carolina; and

    -- various equipment and certain de minimis assets.

C. Intercompany Transaction

    The Debtors have obtained Court approval of, and consummated,
    an intercompany transaction for the sale of substantially all
    of BFI's assets to Debtor Burlington Investments II, Inc. in
    exchange for approximately $4,500,000.  The transactions
    approved by the BFI Sale may result in the collection of over
    $35,000,000 in tax refunds by Debtor Burlington Industries,
    Inc., with the potential for an additional tax refund or
    refunds over $60,000,000 and a significant tax loss
    carryforward asset for fiscal year 2003 and beyond.

D. Contract and Asset Analysis

    The Debtors commenced an exhaustive review of their executory
    contracts and unexpired leases.  Based on their ongoing
    review, the Debtors sought and obtained Court approval to
    assume, assume and assign or reject a variety of executory
    contracts and unexpired leases and are preparing to take
    appropriate action on the majority of their remaining
    executory contracts and unexpired leases under the Plan.

E. IRS Settlement

    The Debtors have resolved the Internal Revenue Services'
    claims against their estates for tax years 1995, 1996 and
    1997, which totaled approximately $20,781,530.  The Debtors
    obtained Court approval of a settlement with the IRS, pursuant
    to which the Debtors agreed to pay and the IRS agreed to
    accept $53,482, plus related interest, in full satisfaction
    of the IRS' tax claims for the stated tax years.

F. Claims Process

    The Debtors subsequently set the general Bar Date as July 22,
    2002 and mailed notices to that effect, along with proof-of-
    claim forms, to approximately 52,000 creditors and other known
    parties-in-interest.  The Debtors have taken substantial steps
    towards analyzing and reconciling over 3,700 claims that were
    filed against or scheduled by the Debtors.  The Debtors have
    filed and obtained Court orders disallowing numerous claims
    pursuant to their first, second, third and fourth omnibus
    objections to claims.  Given the sheer volume of claims
    asserted against the Debtors and the Debtors' numerous
    contractual relationships, it is unrealistic to expect that
    the claims or contract review and analysis process will be
    completed prior to September 30, 2003.

G. Amendment to Credit Facility

    The Debtors negotiated and obtained Court approval of a Fourth
    Amendment to the DIP Facility.  The Fourth Amendment to the
    DIP Facility increased the adequate protection amount provided
    to the Debtors' prepetition lenders and other secured
    creditors and, more importantly, permitted the Debtors to make
    payments on account of certain prepetition claims and Court-
    approved settlements.

H. Adversary Proceedings and Other Litigation

    The Debtors have continued to prosecute claims or adversary
    proceedings relating to the turnover of estate property or
    automatic stay issues against numerous parties.  Through these
    actions, the Debtors seek to recapture or preserve value for
    their estates.

I. Other Chapter 11 Matters

    The Debtors have sought and obtained Court authority to take a
    variety of other actions that they believe to be of
    substantial benefit to their estates and creditors, including
    the divestiture of significant liabilities associated with one
    of their Mexican joint ventures established to build and
    operate a denim garment and laundry processing facility.

Accordingly, the Debtors ask the Court to extend their exclusive
period to file a plan through and including September 30, 2003
and their exclusive period to solicit acceptances of that plan
through and including November 30, 2003.

Mr. DeFranceschi notes that under applicable law, the requested
extension is warranted.  For one, Mr. DeFranceschi points out
that extension is justified by the size and complexity of the
Debtors' Chapter 11 cases.

Through these Chapter 11 cases, the Debtors are undertaking the
difficult and complex task of remaining one of the world's
leading textile companies, while reducing their overhead and
operating costs and radically changing their business model by
extending their product sourcing skills to a global network.  In
fact, the Debtors have achieved a majority of these operational
restructuring goals through their successful implementation of
the Business Plan.  Nevertheless, the global reach of the
Debtors' operations, the Debtors' complex corporate and financial
structure and the current depressed state of the textile market
and global economy, among other things, present several
challenging issues for the Debtors in these Chapter 11 cases.
The Debtors believe that they currently are pursuing a
restructuring strategy that will enable them to overcome these
issues and maximize value for their stakeholders.  However, the
Debtors need additional time to complete the sale process and
work through each of these complex issues with potential bidders
and the Debtors' various constituencies in order to achieve this
restructuring goal.

The Debtors believe that the next four months will be extremely
productive, will continue to improve the results for creditors in
these Chapter 11 cases and will be very demanding on the Debtors
and the Debtors' advisors based on the need to:

    (a) complete the proposed marketing and sale process under the
        Modified Bidding Procedures;

    (b) prepare and obtain approval of an amended disclosure
        statement;

    (c) negotiate, finalize and confirm an amended Plan following
        the marketing and sale process;

    (d) continue discussions with their various constituencies
        regarding the Plan;

    (e) continue to close and liquidate certain facilities and
        other assets;

    (f) prosecute claims objections; and

    (g) continue to manage the day-to-day operations of the
        Debtors' businesses.

Furthermore, Mr. DeFranceschi says, the Debtors' progress in
these cases warrants the exclusive periods extension.  The
Debtors made substantial progress in addressing major issues
facing their estates as of the Petition Date.

Mr. DeFranceschi assures the Court that the extension of the
Exclusive Periods will not harm the Debtors' creditors or other
parties-in-interest.  This is in light of the marketing and sale
process under the Modified Bidding Procedures as well as the fact
that the Debtors have maintained excellent communication with
their key constituencies during the restructuring process.  Mr.
DeFranceschi adds that the requested extension will not result in
a delay of the plan process but rather, it will simply permit the
process to move forward in an orderly fashion.

The Court will convene a hearing on July 31, 2003 to consider
the Debtors' request.  By application of Del.Bankr.LR 9006-2, the
current deadline is automatically extended through the conclusion
of that hearing. (Burlington Bankruptcy News, Issue No. 34;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


CAR RENTAL: Fails to Settle with Ford & Files for Chapter 7
-----------------------------------------------------------
MAII Holdings, Inc. (PK:MAII) announced that its subsidiary Car
Rental Direct, Inc. (PK:CRDH) has filed Chapter 7. MAII was unable
to reach a settlement agreement with Ford Motor Credit Company and
therefore has filed Chapter 7 liquidation of CRD.

On November 19, 2002, Ford Motor Credit Company filed suit against
MAII Holdings, Inc. and it's subsidiary Car Rental Direct, Inc.
alleging that CRD had defaulted under a loan agreement.  In the
litigation Ford sought damages in the amount of $13,024,382.92,
plus interest, cost and attorney fees.  The Loan Agreement was
guaranteed by MAII.

Effective January 21, 2003, the Company and certain of its
affiliates, including CRD, and Ford entered into a Forbearance
Agreement and Release, pursuant to which Ford agreed, subject to
receiving certain payments from CRD, to forego exercising its
rights under the Loan Agreement in connection with any CRD default
disclosed by CRD to Ford prior to the date of the Agreement and
Release.   Under the terms of the Agreement and Release, MAII and
CRD also agreed to the filing by Ford of a default judgment in the
amount of $13,024,382.92, plus interest, cost and attorney fees in
the event that CRD failed to make payments as required under the
Agreement and Release.  That event of default and the bankruptcy
threat were reported in the Troubled Company Reporter on
Wednesday, June 4, 2003.


CASCADES: Building New Info Technology Center in Kingsey Falls
--------------------------------------------------------------
Cascades Inc. will have a new Information Technology Center as of
December 2003. The 23,000 sq. ft. building will regroup Cascades'
in-house software development for its operations worldwide.

Cascades presently uses many in-house computer systems to oversee
its day to day operations in such areas as accounting, production,
logistics, human resources, as well as its Internet and Intranet
sites.

Mr. Laurent Lemaire, President and Chief Executive Officer,
stated:  "We believe that the concentration of expertise in
software development will generate important savings due to the
synergies created by simply regrouping our employees presently
located in our various production facilities. This center will
also be a valuable asset to the Company's growth."

The new facility will be built at an estimated cost of $3 million
and will be located in Kingsey Falls. The building will house over
125 work stations, 12 meeting rooms, 3 training facilities and a
data center. Construction is scheduled to start this week and
Cascades has mandated the firm of Morin Lemay Cote, Architects, to
design of this center.

More than 60 employees will move into the new center in December.

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

                           *   *   *

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

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


CASUAL MALE: Broadcasting Presentation at GS Conference Today
-------------------------------------------------------------
Casual Male Retail Group, Inc. (Nasdaq: CMRG) invites investors to
listen to a live broadcast of the Company's presentation at the
Goldman Sachs Small Cap Retail Conference today, at 8:00 a.m.
Eastern Time at http://www.casualmale.com/investor. The call will
be archived online one hour after its completion and will be
available through June 24, 2003.

In addition, CMRG will be broadcasting live its presentation at
the Credit Suisse First Boston Retail, Apparel, Food/Drug,
Restaurant & REIT Conference on Tuesday, June 17, 2003 at 3:30
p.m. Eastern Time at http://www.casualmale.com/investor. The call
will be archived online one hour after its completion and will be
available through June 28, 2003.

Casual Male Retail Group, Inc. operates 476 Casual Male Big & Tall
stores, 82 Levi's(R) Outlet by Designs and Dockers(R) Outlet by
Designs stores, and 15 Ecko Unltd(R) outlet stores located
throughout the United States and Puerto Rico.  The Company is
headquartered in Canton, Massachusetts.

Casual Male filed its chapter 11 petition under the federal
bankruptcy laws on May 18, 2002 (Bankr. S.D.N.Y. Case No.
01-41404).  Adam C. Rogoff, Esq., at Weil, Gotshal & Manges,
LLP, represents the Debtors in its reorganization proceedings.


CHAMPIONLYTE: Says Demand for Product Exceeds Expectations
----------------------------------------------------------
ChampionLyte Holdings, Inc., formally ChampionLyte Products, Inc.
(OTC Bulletin Board: CPLY), said that demand for the reformulated
ChampionLyte(R), the first completely sugar-free entry in the
multi-billion-dollar isotonic sports drink market, has exceeded
the Company's expectations.

ChampionLyte Holdings, through its wholly owned subsidiary
ChampionLyte Beverages, Inc., manufactures, markets, sells and
distributes ChampionLyte(R), which has been reformulated with the
sweetener Splenda(R), the trade name for Sucralose produced by
McNeil Nutritionals, a Johnson & Johnson company.  The product has
no calories, sorbitol, saccharin, aspartame, caffeine,
carbohydrates or caffeine.

"Our entire initial production run is now entirely accounted for,"
said Donna Bimbo, president of ChampionLyte Beverages, Inc.
"While we knew there was a demand for a high-quality, sugar-free
isotonic beverage, we're pleasantly surprised at how quickly the
product has been consumed by our distributors.  We're also getting
excellent feedback from those distributors
concerning retails sales."

Ms. Bimbo said the Company is working on four additional flavors
to complement its current offerings that include five flavors;
orange, fruit punch, lemon-lime, pink lemonade and blue raspberry.

"Certainly, it is essential we establish a solid base for our core
product offerings, but we are closely tracking consumer trends to
determine preferences and areas where there are opportunities to
introduce new, niche flavors," said Ms. Bimbo.  "We will soon add
four new flavors including a proprietary sugar-free tea to our
seasonal offerings."

A significant advantage of ChampionLyte(R) is that it replaces
electrolytes, especially after exercise, without the ingredients
that would cause weight gain -- particularly sugar.  For example,
if a man or woman runs on a treadmill for 30 minutes they would
burn about 150 calories.  By drinking one of the popular major
brand sports drinks that contain 33 to 37 grams of sugar (that's
33 to 37 individual one-gram packs of sugar) after working out on
a treadmill, they would either cancel out the calories they just
burned off, or actually gain more calories than burned during the
workout.

"It's become more and more apparent that there's a vast market for
our product," added Ms. Bimbo.  "The reformulated ChampionLyte(R),
without the ultra-sweet or bitter aftertaste associated with many
of the no-calorie sweeteners, is a great tasting product that
appeals to a broad cross section of the market, including those
who are not on sugar-restricted diets.  Bottom line is, it's a
great-tasting, refreshing drink."

                ABOUT CHAMPIONLYTE HOLDINGS, INC.

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

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


CMS ENERGY: Fitch Keeps Negative Outlook on B-Level Ratings
-----------------------------------------------------------
CMS Energy (CMS, senior secured rated 'BB-', Rating Outlook
Negative) closed on the $1.79 billion sale of its Panhandle
Companies (senior unsecured rated 'BBB', Stable) to Southern Union
Co. (SUG, senior unsecured rated 'BBB', Stable). Under the terms
of the purchase agreement, SUG paid $584.3 million in cash plus 3
million shares of common stock, and assumed $1.166 billion in
debt. Net proceeds to CMS of around $540 million, including SUG
stock, were used to repay bank debt that was maturing in
April 2004.

CMS has demonstrated considerable progress on its targeted asset
sales of $900 million during 2003. To date the company has
realized more than $660 million in aggregate proceeds including
the Panhandle transaction, and an additional $116 million is
expected from its Field Services divesture by mid-July. With the
bulk of its 2003 planned asset sales program completed and its
most marketable assets sold, CMS faces a difficult economic and
market environment for the sale of its remaining assets, primarily
its international investments in Latin America, the Middle East
and Asia. Nonetheless, if CMS is successful in all its planned
divestitures, its primary asset will be the ownership of Consumers
Energy Co. (Consumers, senior secured rated 'BB+', Stable).
Fitch's ratings analysis reflects this strong dependence upon cash
flow from the utility, and reduced cash flow from other sources.
Positively, since targeted asset sale proceeds will be used to pay
down CMS' parent debt, pro forma parent company debt would be
reduced to $2.6 billion, if all projected sales are achieved,
versus the current level of approximately $3.1 billion.

The Rating Outlook for CMS remains Negative since there is still
uncertainty regarding CMS' ability to achieve consolidated credit
measures from continuing businesses after divestitures consistent
with the company's current ratings. Fitch notes that near-term
liquidity pressures on the company have been lessened following
the recent completion of $925 million in secured bank financings,
which allow CMS to meet all scheduled debt maturities through
October 2004. However, longer-term stabilization of CMS' credit
quality will be dependent on the timing and execution of its
remaining asset sales program to pay down debt beyond the required
maturities and improve credit metrics.

CMS is a utility holding company whose primary subsidiary is
Consumers Energy, a regulated electric and gas utility serving
more than 3.3 million customers in western Michigan. CMS also has
operations in natural gas pipelines and independent power
production.


CMS ENERGY: Completes $1.8B CMS Panhandle Sale to Southern Union
----------------------------------------------------------------
CMS Energy (NYSE: CMS) reached a major financial goal when it
completed the $1.8 billion sale of the CMS Panhandle Companies to
Southern Union (NYSE: SUG).

CMS Energy received about $584 million in cash and three million
shares of Southern Union common stock, worth approximately $49
million, based on yesterday's closing price of $16.30 per share.
After the sale, about $1.16 billion of debt remains outstanding at
Panhandle.  CMS Energy will use the cash and proceeds from the
ultimate sale of the Southern Union stock to reduce debt.  The
sale agreement allows CMS Energy to sell the Southern Union stock
after 90 days.

Ken Whipple, CMS Energy's chairman and chief executive officer,
said the sale was a substantial step forward for the Company's
continuing efforts to reduce debt, strengthen its balance sheet,
and preserve liquidity.

"This sale is a key part of our efforts to increase our financial
flexibility while becoming a smaller, stronger company with more
predictable earnings," Whipple said.  "Our aggressive asset sales
program is on track and we're well on our way to our goal of
realizing about $900 million in net proceeds from asset sales this
year."

CMS Energy sold its interests in the Guardian and Centennial
pipelines and its Houston-based wholesale electric and natural gas
trading businesses earlier this year.  It expects to close the
sale of CMS Field Services before mid-July.  Those sales, and the
sales of smaller non-core assets, total $250.8 million.  CMS
Energy could realize up to $56.2 million more, depending on the
future performance of some Field Services operations and the
wholesale electric trading business.

CMS Energy has sold or announced the sale of more than $3.8
billion in assets, including assumed debt, over the past 18
months.  The Company is in the process of selling additional non-
core assets.

The CMS Panhandle Companies include the CMS Panhandle Eastern Pipe
Line Company, CMS Trunkline Gas Company, CMS Trunkline LNG
Company, which operates an LNG terminal complex at Lake Charles,
La., and the CMS Sea Robin Pipeline Company.

CMS Energy is an integrated energy company, which has as its
primary business operations an electric and natural gas utility,
natural gas pipeline systems, and independent power generation.
For more information, visit http://www.cmsenergy.com


CONSECO INC: Asks Court to Extend Solicitation Time Till Dec. 17
----------------------------------------------------------------
Conseco Inc., and its debtor-affiliates ask Judge Doyle, pursuant
to Section 1121(d), to extend the period during which the
Reorganizing Debtors and the Finance Company Debtors have the
exclusive right to solicit acceptances of their Chapter 11 Plans
of Reorganization.

The Conseco and CFC Debtors want their separate Exclusive
Solicitation Period extended through the later of:

     (a) the Order Date confirming their Plan; or

     (b) December 17, 2003.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, tells the Court
that the Debtors have pursued confirmation of their Plans at a
near record pace.  Given the size and complexity of the cases, the
requested extension will not harm creditors or other parties-in-
interest.  To allow competing plans at this stage would lead to
unnecessary distractions, undermining the Debtors' ability to
successfully confirm consensual plans. (Conseco Bankruptcy News,
Issue No. 24; Bankruptcy Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Conseco Inc.'s 9.000% bonds due 2006
(CNC06USR1) are trading at 13.25 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CNC06USR1for
real-time bond pricing.


CONSUMER DIRECT: Says Cash Still Sufficient For the Next Year
-------------------------------------------------------------
Consumer Direct of America is a direct-to-consumer mortgage broker
whose revenues are derived primarily from the origination
commissions earned on the closing of mortgage and home equity
loans that it sells. The Company also earns income from third
parties who hire its Direct Marketing Group to sell products for
them. During 2002, the Company embarked on an internally funded
expansion program in order to increase the capacity of its direct
to consumer marketing capacity. The Company doubled the size of
its call center facility to 13,000 sq. ft. from 6,800 sq. ft. and
upgraded its I3 telephony software to provide for extended
capacity. The costs to do this were in excess of $1 million
dollars which the Company invested during the second and third
quarters of 2002.

During the first Quarter of 2003, the Company discontinued the
operations of its Las Vegas Mortgage business unit and converted
most of the LVM loan officers to the CDIT commission split format.
LVM had traditionally operated as a 100% commission business which
was determined to be unprofitable to CDIT. The Mortgage Division
was re-organized, management changed, and a new commission split
of 70/30% implemented. As of 3/31/03 all CDIT mortgage loan
officers are on this new split. The change in management which
involved the dismissal of the previous LVM President, contributed
to a disruption of the normal funding volume of mortgage loans
during the first quarter. Funded loans during this period dropped
to 369 from 585 during the preceding quarter. The loans funded
during the first quarter averaged a blended commission split of
89.4% as many of the funded loans in the CDIT pipeline were paid
under the preceding 100% split.

Revenues increased from the fourth quarter of 2002 to the first
quarter of 2003 from $2,349,082 to $2,542,520. Although the number
of loans funded during the quarter dropped from 585 to 369, the
revenue increased due to the additional production from the
Colorado operations where loan values are in excess of
$220,000 per file vs $ 150,000 in the LVM unit. The Division
generated an operating profit of $25,081 for the quarter, up from
the same period a year ago.  However, net loss per share remained
constant at $0.02 per share.

The Company incurred a net ordinary loss before income taxes of
$641,938 during the quarter ended March 31, 2003. Although a
substantial portion of the Company's cumulative net loss is
attributable to non-cash operating expenses, management believes
that it will need additional equity or debt financing to be able
to sustain its operations until it can achieve profitability, if
ever. In addition, the Company has liabilities from underpayment
of payroll taxes and related penalties. These matters raise
substantial doubt about the Company's ability to continue as a
going concern.

The Company expects refinance activity to decline in the second
half of 2003 and that growth in purchase and non-prime mortgages
will help offset the decline in refinance volume, resulting in an
overall similar mortgage revenue (excluding interest income)
amount in 2003 as compared to 2002. The Company expects revenues
to continue to grow as it acquires additional mortgage companies
and converts them to the CDL operating format.

The Company believes that its existing cash and cash equivalents
as of March 31, 2003 will be sufficient to fund its operating
activities, capital expenditures and other obligations for the
next twelve months. However, if during that period or thereafter
the Company is not successful in generating sufficient cash flow
from operations, or in raising additional funds when required in
sufficient amounts and on terms acceptable to the Company, it
could have a material adverse effect on the Company's business,
results of operations and financial condition. If additional funds
are raised through the issuance of equity securities, the
percentage ownership of its then-current stockholders would be
reduced.

While the Company achieved its first profitable quarter during
2002, as of March 31, 2002,it had an accumulated deficit of $2.9
million. Because it expects its operating costs will increase to
accommodate expected growth in loan applications, the Company will
need to generate significant revenues to maintain profitability.
It may not sustain or increase profitability on a quarterly or
annual basis in the future. If revenues grow more slowly than
anticipated, or if operating expenses exceed expectations or
cannot be adjusted accordingly, Consumer Direct's business,
results of operations and financial condition will be adversely
affected.


CONTINENTAL AIRLINES: Extends & Expands Codeshare Pact with KLM
---------------------------------------------------------------
Continental Airlines (NYSE: CAL) and KLM Royal Dutch Airlines
(NYSE: KLM; AEX: KLM) announced that they have extended the
duration and expanded the scope of the cooperative marketing
agreement they initiated in 2001.  The agreement, which includes
codesharing and reciprocal frequent flyer program participation
and airport lounge access, will now run until 2010 and will
include codesharing to additional destinations.

The renewed agreement, which continues to incorporate the two
carriers' joint partner Northwest Airlines, sees Continental and
KLM continuing to codeshare on flights beyond their hubs in
Houston, New York/Newark and Amsterdam to a wide range of
destinations in Europe, the Middle East and Africa (on KLM
flights) and in the United States (on Continental flights).

Subject to government approval, Continental will place its code
(CO*) on KLM flights beyond Amsterdam to an additional 22
destinations, bringing the total number of Continental codeshare
destinations on KLM to 64.  The additional Continental codeshare
destinations include Casablanca, Istanbul, Lagos, Prague and the
following United Kingdom destinations: Aberdeen, Birmingham,
Bristol, Cardiff, Edinburgh, Glasgow, Humberside, Leeds/Bradford,
London City, Manchester, Newcastle, Norwich and Teesside.

"Both airlines have benefited greatly from our cooperation to
date," said David Grizzle, Continental's Senior Vice President for
Corporate Development. "This long-term agreement builds on that
success and confirms that KLM is Continental's primary European
partner."

Continental, KLM and Northwest intend to jointly improve and
extend connections for their passengers at their hubs and
gateways.

The existing agreement between Continental and KLM offers major
benefits to both carriers' customers, particularly their frequent
flyers.  Members of the two airlines' frequent flyer programs can
earn and redeem miles on all flights operated by the other
carrier.  The carriers' business class passengers and lounge club
members have access to the other airline's lounges at New
York/Newark, Houston Bush Intercontinental and Amsterdam/Schiphol.

Continental Airlines is the world's seventh-largest airline and
has more than 2,200 daily departures. With 130 domestic and 95
international destinations, Continental has the broadest global
route network of any U.S. airline, including extensive service
throughout the Americas, Europe and Asia. Continental has hubs
serving New York, Houston, Cleveland and Guam, and carries
approximately 41 million passengers per year on the newest jet
fleet among major U.S. airlines.  With 48,000 employees,
Continental is one of the 100 Best Companies to Work For in
America.  In 2003, Fortune ranked Continental highest among major
U.S. carriers in the quality of its service and products, and No.
2 on its list of Most Admired Global Airlines.  For more company
information, visit continental.com.

As recently reported, Standard & Poor's Ratings Services assigned
its 'CCC+' rating to Continental Airlines Inc.'s (B/Negative/--)
$150 million 5.0% senior unsecured convertible debt due 2023.
Ratings on Continental were affirmed on June 2, 2003, and removed
from CreditWatch, where they were placed on March 18, 2003.

"Ratings on Continental are based on its heavy debt and lease
burden and relatively limited financial flexibility, which
outweigh better-than-average operating performance and a modern
aircraft fleet," said Standard & Poor's credit analyst Philip
Baggaley.

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

Continental Airlines' 7.206% ETCs due 2004 (CAL04USR2) are
presently trading at 79 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CAL04USR2for
real-time bond pricing.


DAN RIVER: Closes Two Plants and Lowers Earnings Outlook
--------------------------------------------------------
Dan River Inc. (NYSE: DRF) announced it will close two
manufacturing facilities in order to rationalize capacity in its
home fashions division. As a result, the Company expects to record
a pre-tax restructuring charge in the second quarter of
approximately $12 million, about $10 million of which is non-cash.
The Company also announced that the continuing weak retail
environment and excessive retail inventories have negatively
impacted sales and margins for the first two months of the second
quarter. Based on current projections and including the
restructuring charge noted above, the Company expects to report a
net loss of about $13 million, or $0.60 per share, for the second
fiscal quarter which ends June 28, 2003. After giving effect to
the restructuring charge, the Company remains in covenant
compliance under its credit facility, and it maintains ample
liquidity.

The Company plans to close a home fashions weaving facility
located in Greenville, SC and a comforter sewing plant in Ft.
Valley, GA, which collectively employ about 630 people. The
Company expects that the closures will be substantially completed
during the third quarter. The anticipated savings from the
closings of these two facilities are expected to be about $9
million per year. As demand recovers to more normalized levels,
the Company plans to transfer production capacity from the closed
facilities to other Company facilities in Danville, VA and Morven,
NC.

Mr. Joseph L. Lanier, Jr., Chairman and CEO, said, "The
uncertainty we expressed in our outlook at the end of the first
quarter of 2003 was a reflection of the recent slowdown at retail.
This slowdown has since intensified. Retailers, burdened with
excess inventory due to lackluster sales, continue to adjust
inventories by reducing their product intake. The current lull in
our sales affords us the opportunity to make the plant
consolidation moves announced today without interruption to
customer service. We will meet future increases in demand by a
combination of increased internal production and outsourcing.

"We are thankful to our associates in Ft. Valley and Greenville
for their many contributions," Mr. Lanier continued. "It has been
a very difficult decision to close these plants. We are grateful
for their loyal service and their contribution to the Company over
the years."

Mr. Lanier closed by saying, "We expect the Company's financial
results in the second half of 2003 to be somewhat of a mirror
image of the first half. As the anticipated recovery in the
economy occurs, we should experience a gradual improvement in our
results over the last six months of the year. While our financial
results for the remainder of the year may be weaker than
originally projected, we continue to expect to generate free cash
flow and reduce debt."

                           *  *  *

As reported in Troubled Company Reporter's April 28, 2003 edition,
Standard & Poor's Ratings Services raised its long-term
corporate credit rating on home furnishings manufacturer Dan River
Inc. to 'B+' from 'B-'. The ratings are removed from
CreditWatch, where they were placed on March 17, 2003. At the
same time, Standard & Poor's assigned its 'B-' senior unsecured
debt rating to the Danville, Virginia-based company's new 12.75%
senior notes due 2009. The notes are rated two notches below the
corporate credit rating, reflecting their junior position
relative to the significant amount of secured bank debt.
Standard & Poor's also withdrew its existing rating on the $120
million subordinated notes due 2003.

The outlook is stable.

The above facilities replaced the company's existing $125
million revolving credit facility due September 2003 and its
$120 million 10.125% notes due December 2003.

Dan River's total debt outstanding at Dec. 28, 2002, was about
$252 million.


DOANE PET CARE: Completes Exchange Offer for 10-3/4% Sr Notes
-------------------------------------------------------------
Doane Pet Care Company announced that it has completed its
previously announced exchange offer for its outstanding 10-3/4%
senior notes due 2010.

All $213,000,000 in aggregate principal amount of the Company's
outstanding notes have been tendered and exchanged for a like
principal amount of its 10 3/4% senior notes due 2010 that have
been registered under the Securities Act of 1933, as amended.

Doane Pet Care Company, based in Brentwood, Tennessee, is the
largest manufacturer of private label pet food and the second
largest manufacturer of dry pet food overall in the United States.
The Company sells to over 600 customers around the world and
serves many of the top pet food retailers in the United States,
Europe and Japan.  The Company offers its customers a full range
of pet food products for both dogs and cats, including dry, semi-
moist, wet, treats and dog biscuits.

As reported in Troubled Company Reporter's April 2, 2003 edition,
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit and senior secured debt ratings on pet food manufacturer
Doane Pet Care Co. The 'B-' subordinated debt rating on the
company was also affirmed. These ratings have been removed from
CreditWatch, where they were placed on April 3,
2002.

At the same time, Standard & Poor's affirmed Doane's 'B-' senior
unsecured debt rating, which was not on CreditWatch.

The outlook is negative.

The affirmation reflects Doane's improved liquidity position
after the company's partial debt refinancing, which reduced
near-term annual bank debt amortization requirements and
provided relief under tight bank covenants. The affirmation also
reflects expectations that Doane's improved financial
performance will be sustainable.


ECHOSTAR: Court Says Network Policies Comply with Copyright Laws
----------------------------------------------------------------
EchoStar Communications Corporation (Nasdaq: DISH) is pleased that
a Florida court has found that EchoStar's current network channel
qualification policies are in substantial compliance with
copyright laws. It is also pleased that the court rejected the
attempt by broadcasters to try to force EchoStar to terminate
local and distant network channels to all customers. Importantly,
the decision does not impact any DISH Network customers who are
receiving their local ABC, NBC, CBS or FOX network channels by
satellite. No damages were awarded by the court.

"This has been a long and hard fought legal case that attempts to
balance the rights of broadcasters and consumers," said Charles
Ergen, chairman and CEO of EchoStar. "We look toward moving
forward with broadcasters by continuing to add local cities and to
make sure that all sides honor the Satellite Home Viewer
Improvement Act (SHVIA) of 1999."

This case started in October 1998 when EchoStar asked the Court to
clarify and approve procedures for qualifying subscribers for
distant network channels. EchoStar is disappointed that it has
taken almost 5 years to get this ruling and that the court
determined certain EchoStar methods are not allowed. Specifically,
the court found that when qualifying distant network subscribers,
EchoStar may only use one data base and that interference from
other broadcast stations cannot be considered. As a result,
EchoStar must re-qualify its distant network channel customers.
This may result in the potential loss of certain distant network
channels to less than 10 percent of EchoStar's customer base.

EchoStar will appeal several issues, including the right of
customers to be grandfathered to receive distant network channels
as provided under the SHVIA.

EchoStar Communications Corporation (NASDAQ: DISH), through its
DISH Network(TM), is a leading U.S. provider of satellite
television entertainment services with 8.53 million customers.
DISH Network provides advanced digital satellite television
services to the home, including hundreds of video, audio and data
channels, personal video recording, HDTV, sports and international
programming, professional installation and 24-hour customer
service. Visit DISH Network at www.dishnetwork.com.

As of December 31, 2002, the Company's balance sheet shows a
total shareholders' equity deficit of about $1.2 billion.


ELIZABETH ARDEN: Files New Shelf Registration Statement with SEC
----------------------------------------------------------------
Elizabeth Arden, Inc. (NASDAQ:RDEN), a leading global prestige
fragrance and beauty products company, filed a new shelf
registration statement for the sale of common stock with the
Securities and Exchange Commission, which will replace the
Company's existing and effective shelf registration statement.

In addition to registering common stock for sale by the Company,
the purpose of the new registration statement is to register the
remaining common stock underlying the Series D Convertible
Preferred Stock currently owned by a selling stockholder, Unilever
N.V., (through its subsidiary Conopco, Inc.). Any sale of common
stock by Unilever under the registration statement will be made in
conjunction with an underwritten offering by the Company. The
Company will not receive any proceeds of a sale of common stock by
Unilever.

Under the shelf registration statement, the Company may sell up to
an aggregate of $125 million of common stock from time to time in
one or more offerings. The Company currently has no immediate
plans to offer common stock but intends to evaluate market
conditions over time. Proceeds to the Company from an offering
will be used for general corporate purposes, including the
repayment of debt.

A registration statement relating to these securities has been
filed with the Securities Exchange Commission but has not yet
become effective. These securities may not be sold nor may offers
to buy be accepted prior to the time the registration statement
becomes effective. This press release shall not constitute an
offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any state in which such
offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any
such state.

When available, a prospectus and prospectus supplement relating to
the common stock to be sold may be obtained from Elizabeth Arden,
Inc., 200 First Stamford Place, Stamford, Connecticut 06902,
Attention: Investor Relations.

Elizabeth Arden is a leading global prestige fragrance and beauty
products company. The Company's portfolio of leading brands
includes the fragrance brands Red Door, Elizabeth Arden green tea,
5th Avenue, ardenbeauty, Elizabeth Taylor's White Diamonds,
Passion and Forever Elizabeth, White Shoulders, Geoffrey Beene's
Grey Flannel, Halston, Halston Z-14, Unbound, PS Fine Cologne for
Men, Design and Wings; the Elizabeth Arden skin care line,
including Ceramides and Eight Hour Cream; and the Elizabeth Arden
cosmetics line.

                           *   *   *

As reported in the March 21, 2003, issue of the Troubled Company
Reporter, Standard & Poor's Ratings Services revised its outlook
for Elizabeth Arden Inc., to stable from negative. The 'B'
corporate credit and senior secured ratings on the company were
affirmed, as well as the 'CCC+' senior unsecured rating.

Total debt was $322 million at Jan. 31, 2003.

"The outlook revision is based on improved credit measures, a
result of better operating performance stemming largely from
successful cost-saving initiatives", said Standard & Poor's
credit analyst Lori Harris. Moreover, Standard & Poor's expects
continued growth in revenues and strengthening of credit ratios
in the intermediate term due to higher operating profits and
lower debt balances.


EL PASO: Says Zilkha/Wyatt Threat May Derail Energy Settlement
--------------------------------------------------------------
El Paso Corporation (NYSE: EP) said that recent remarks by Selim
Zilkha, Oscar Wyatt and Stephen Chesebro' magnify concerns that
they may derail El Paso's settlement concerning litigation
surrounding the Western energy crisis if the Zilkha/Wyatt nominees
are elected at El Paso's upcoming Annual Meeting.

On June 9, Zilkha/Wyatt issued a news release purporting to
clarify their position on this crucial issue.  Instead of
clarification, Zilkha/Wyatt further confused the issue by denying
that they would disrupt El Paso's California settlement, while in
the same press release and in media interviews reconfirming that,
if elected, they would re-open the settlement.

Here is what Zilkha, Wyatt and Chesebro' have said about the
settlement:

     --  "Unfathomable" and "unconscionable."  "[W]e'll have to
         see where it is at the time." Stephen Chesebro', June 4,
         2003
     --  The Zilkha/Wyatt slate would "need to take a good look
         at" the settlement. Selim Zilkha, June 9, 2003
     --  A settlement of the California claims for $200 million
         would have been "reasonable;" and
     --  "The [Zilkha/Wyatt slate] would have to [review the
         settlement].  No one could prudently accept what this
         board has done." Oscar Wyatt, June 9, 2003
     --  "El Paso says, well, we had to settle this to give
         stability to our pricing.  That's right, but I would not
         give away $1.7 billion just for a little stock market
         hit, especially before a proxy fight." Stephen
         Chesebro', June 10, 2003

Far from reassuring investors, Zilkha/Wyatt's latest comments
regarding the California settlement underscore the fact that
Zilkha/Wyatt are not committed to a settlement that is the product
of months of negotiations with dozens of private and public
litigants including the attorneys general of California, Oregon,
Nevada and Washington.  Zilkha/Wyatt's continued
insistence on re-opening a settlement that is critical to the
future of El Paso, combined with their uninformed and
irresponsible comments about the terms of the settlement,
demonstrate their fundamental lack of understanding about the
issues surrounding the Western energy crisis and the risks and
uncertainties that would ensue were this settlement not completed.

El Paso continues to believe -- and we believe analysts and
shareholders agree -- that this settlement is a positive for all
stakeholders in El Paso and will put this issue behind us,
allowing management to focus on the company's future.

A report issued by Glass, Lewis & Co., LLC, an independent proxy
voting and corporate governance advisory firm on June 9, 2003
noted:

     "From our standpoint, the Company's progress in settling
     with FERC has  been an extremely positive development.
     Similarly, a review of the transcript of the Company's March
     21, 2003, conference call regarding the settlement suggests
     that the analyst community feels the same way."

     "Recent comments from Stephen Chesebro', the dissidents'
     proposed CEO, suggest that the dissidents may not feel
     compelled to adhere to the terms of the recent settlement of
     the FERC charges stemming from the Western States energy
     crisis."

     "Since the litigation settlement is only an agreement in
     principle, comments such as [Chesebro's] risk undermining
     the Company's ability to complete the final agreements.
     Reintroducing any uncertainty concerning the liability
     associated with the settlement only harms shareholders and
     dampens their ability to value the Company and the stock
     accurately."

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


EL PASO: Zilkha Claims Board Is Desperate & Using Scare Tactics
---------------------------------------------------------------
Selim K. Zilkha, one of the largest shareholders of El Paso
Corporation (NYSE: EP) and one of nine nominees to be elected
directors to replace El Paso's incumbent slate of directors at the
company's June 17th shareholder meeting, said that El Paso's
incumbent board, in an act of utter desperation, is attempting to
distract shareholders from the real issue at stake -- which board
-- the incumbents or the nominees -- is better qualified to run El
Paso.

Mr. Zilkha said, "The press release El Paso issued today
concerning the settlement of its involvement in the California
energy crisis is yet another scare tactic, and to me, a clear sign
that the incumbent board is increasingly desperate to attract
shareholder support for the continuation of its failed leadership.

"Let me make it perfectly clear.  If elected, our board will not
derail any settlement that is in the best interests of
shareholders.  While we are outraged that El Paso's actions led it
to believe it had to pay $1.7 billion to settle the California
matter, we will not interfere with anything that is in the best
interests of shareholders.

"Given the size of the settlement and the company's consistent
lack of disclosure, however, it is impossible to discover if the
settlement is in the shareholders' best interests.  We challenge
El Paso's management to disclose the justification for the
settlement and the details about what actually happened to give
rise to the claims being settled.  Far from being a derailment of
the proposed settlement, this is our demand for transparency.
It is time for this board to come clean.

"Over and above the settlement issue which El Paso obviously is
trying to make the lynchpin of its campaign, are far greater
concerns.  This is a company in serious trouble, crying out for
fundamental, systemic and cultural change.  Only by transforming
the company from the top down, can this change be made.  Rather
than allowing themselves to be distracted from the real issues,
shareholders should look at each slate of nominees to the board
and the experience and track record of each nominee in order to
determine who is best suited to run this company," he said.

On May 12, 2003, Selim K. Zilkha filed with the Securities and
Exchange Commission a definitive proxy statement relating to his
solicitation of proxies with respect to the 2003 El Paso annual
meeting of stockholders.  Mr. Zilkha has furnished the definitive
proxy statement to El Paso's stockholders and may file other proxy
solicitation materials.


ENERGY VISIONS: Gets C$2M Loan Commitment for Pure Energy Buyout
----------------------------------------------------------------
Energy Visions Inc. (NASD: OTCBB: "EGYV" and TSXV: "EVI.S")
announced that it has accepted a Letter of Commitment of Brethren
Venture Corporation of Mississauga, Ontario, to provide a CDN$2
Million loan to permit EVI to acquire shares of Pure Energy Inc.
and to provide working capital for both PEI and EVI.

The loan will be at 11% per annum for a 2-year term. The
completion of the transaction is subject to a number of
conditions. As part of the loan package BVC will receive 1,533,333
two-year stock warrants in EVI exercisable at CDN$0.20 per share.
The outstanding loan principal is, at the election of BVC, to be
convertible into EVI stock at CDN$0.75 of loan principal per EVI
share for a 2-year period. This transaction is subject to the
necessary approvals of TSX Venture Exchange (TSXV).

EVI CEO Wayne Hartford said, "EVI management had earlier announced
the expansion of EVI's portable energy manufacturing capabilities
as part of our strategic plan. This financing, which will allow
the acquisition of a majority interest in PEI, is an important
element of our expansion program to add revenues and market access
to the company and to increase shareholder value. Brethren Venture
Corporation has shown creativity and flexibility that is unusual
in this market. Their support has been critical to the process. I
also thank all at PEI, Rabih Holdings Ltd. and Nova Scotia
Business Inc. for their ceaseless efforts to make this deal a
reality. Acquiring PEI will permit EVI to enter advanced portable
energy manufacturing. As a result of this intended acquisition,
EVI expects, on a consolidated basis, to report significant
ongoing gross revenues."

Brethren Venture Corporation President Jason Laramee said, "We
think the business opportunity created by combining the
technologies, the manufacturing capabilities and the sales and
marketing skills of these organizations is perfectly suited to
the evolving market requirements and we look forward to
participating in the overall success of EVI."

EVI also announces that it is today issuing 100,575 EVI.S shares
to Amorak Capital Corp. and 232,177 EVI.S shares to Alan G.
Radcliff & Associates, both of B.C., in respect of the provision
of consulting services. Such issues are subject to a hold period
which will expire October 12, 2003.

Energy Visions Inc. is a developer of advanced battery and fuel
cell technologies. The Company's balance sheet as of March 31,
2003 is upside-down by about $2 million.


ENRON CORP: Consummates ServiceCo Stock Redemption
--------------------------------------------------
Pursuant to Section 363 of the Bankruptcy Code, Rules 9019 and
6004 of the Federal Rules of Bankruptcy Procedures, Enron Corp.,
EES Service Holdings, Inc., Enron Energy Services Operations,
Inc., Enron Property & Services Corp. and Enron Broadband
Services, Inc., sought and obtained the Court's authority to:

     (i) consummate the redemption of certain outstanding shares
         of ServiceCo Holdings, Inc.;

    (ii) provide an indemnification and certain releases to
         certain redeeming shareholders and directors of
         ServiceCo designated by them; and

   (iii) compromise and settle certain third-party litigation.

In order to facilitate a Purchase Transaction and to finally
resolve the Third-Party Investor Proceeding, ServiceCo decided to
unwind the Original Transaction through a two-stage redemption of:

     (a) all of the outstanding shares of ServiceCo's capital
         stock held by the FX Holders who participate in the
         Redemption, OTPPB and Pyramid; and

     (b) a portion of the outstanding shares of ServiceCo's
         capital stock EESH held.

Pursuant to the first stage of the Redemption, the Participating
FX Holders' shares of ServiceCo capital stock will be fully
redeemed through the receipt of:

     (i) approximately 80% of the capital stock of FX; and

    (ii) a release from ServiceCo and the other Redeeming
         Shareholders.

Concurrent with the closing of the first state of the
Redemption, ServiceCo will make a cash payment to FX equal to
$6,067,593, subject to adjustment and will issue 136,450,215
shares of its capital stock to OTPPB.  The second stage of the
Redemption will occur upon the consummation of a Purchase
Transaction, at which time OTPPB and Pyramid will be fully
redeemed.  The Redemption provides for the full and final release
and settlement of the Adversary Proceedings by OTPPB and the
participating FX Holders.

Accordingly, on April 25, 2003, Enron and EESH entered into the
Redemption Agreement with ServiceCo, Pyramid, OTPPB, FX and the
Participating FX Holders.  ServiceCo will make distributions
pursuant to the Redemption Agreement as:

A. FX Holders

     The Participating FX Holders will be fully redeemed at the
     Closing.  The Participating FX Holders will receive:

     (a) a Release from each of ServiceCo and the other Redeeming
         Shareholders,

     (b) in respect of the director designated by the FX Holders,
         a Director Release from each of ServiceCo and the other
         Redeeming Shareholders, and

     (c) approximately 80% of the capital stock of FX from
         ServiceCo -- the FX Exchange Shares.

     At the Closing, FX will receive a cash payment of $6,067,593
     from ServiceCo -- the FX Payment-- subject to:

     (a) reduction by:

         -- the amount of funding to FX by ServiceCo from January
            21, 2003 until Closing (currently $2,350,000 and
            increasing by approximately $400,000 every two
            weeks),

         -- $75,000 for expenses prepaid by ServiceCo in
            connection with the redemption transaction,

        -- the amount of any tail insurance premiums paid by
           ServiceCo for FX; and

     (b) increase by the amount of certain employment expenses
         incurred prior to Closing equal to $199,506 plus $1,184
         per day after March 1, 2003.

     ServiceCo will also escrow up to $780,0005 to fund the
     repurchase of ServiceCo shares of capital stock FX Holders
     held who do not participate in the Redemption -- the Non-
     Participating FX Holders.  The escrow will be released to FX
     when ServiceCo repurchase all of the Non-Participating FX
     Holders' shares and each Non-Participating FX Holder
     delivers a Release to ServiceCo.  In the event the escrow
     has not been released to FX within five years from the date
     of the Redemption Agreement, the escrow will be released to
     ServiceCo.  ServiceCo will retain preferred and common stock
     representing an approximate 20% interest in FX, on a fully-
     diluted basis.

B. OTPPB

     At the Closing, 136,450,2156 additional shares of ServiceCo
     capital stock will be issued to OTPPB in exchange for a
     Release from OTPPB.  Also at the Closing, OTPPB will receive
     a Release from each of ServiceCo and the other Redeeming
     Shareholders and, in respect of the director designated by
     OTPPB, a Director Release from each of ServiceCo and the
     other Redeeming Shareholders.  Upon consummation of a
     Purchase Transaction, OTPPB's shares will be redeemed for a
     payment by ServiceCo equal to 29.79% of the net worth of
     ServiceCo.

C. Pyramid

     At the Closing, 2,687,5107 shares of ServiceCo capital stock
     Pyramid held will be redeemed in exchange for a Release from
     each of ServiceCo, FX, the Participating FX Holders and
     OTPPB and, upon consummation of a Purchase Transaction,
     Pyramid's shares will be redeemed for a payment by ServiceCo
     equal to 3.85% of the net worth of ServiceCo.

D. EESH

     At the Closing, 84,961,2368 shares of the ServiceCo capital
     Stock EESH held will be redeemed in exchange for a Release
     from each of ServiceCo, FX, the Participating FX Holders and
     OTPPB.  In respect of each director designated by EESH, a
     Director Release from each of ServiceCo, FX, the
     Participating FX Holders and OTPPB.  Upon consummation of
     a Purchase Transaction and OTPPB's and Pyramid's redemption,
     EESH will receive a distribution on its remaining ServiceCo
     shares equal to 65.88% of the net worth of ServiceCo.

ServiceCo also agreed to make a $1,000,000 payment to FX at the
Closing to pay for a perpetual license and maintenance of
certain FX software.

In connection with the Redemption, Enron has agreed to indemnify
OTPPB, Pyramid and the Participating FX Holders, pro rata, for
damages that they suffer within the first four years after the
Redemption for:

     (i) tax liabilities of ServiceCo and its subsidiaries
         resulting from their being jointly or severally liable
         for any taxes of Enron or any affiliate of Enron as a
         result of having been included in Enron's consolidated
         tax group; and

    (ii) any claims for liability asserted by the Pension Benefit
         Guaranty Corporation against ServiceCo or its
         subsidiaries as a result of their being jointly or
         severally liable for obligations of Enron or any
         affiliate of Enron due to their status as members of
         Enron's "controlled group" of corporations, within the
         meaning of Section 4001(a)(14) of the Employee
         Retirement Income Security Act of 1974, as amended.

Enron's Indemnification is capped at an aggregate of
$15,000,000, subject to upward adjustment for the benefit of
OTPPB only, that could increase Enron's maximum indemnification
obligation to $24,000,000 in consideration of OTPPB's remaining
a stockholder of ServiceCo from the Closing until the
consummation of a Purchase Agreement.

Pursuant to the Redemption Agreement, from and after the
Closing, FX will indemnify ServiceCo, EESH, Pyramid and OTPPB,
and their affiliates, directors, officers and representatives,
for any damages resulting from any claims of any Participating
FX Holder arising out of:

     (i) the disproportionate treatment in terms of the number of
         FX Exchange Shares received by such Participating FX
         Holder as a result of a preferential allocation to
         certain Participating FX Holders party to the Third-
         Party Investor Proceedings rather than a pro-rata
         allocation of the FX Exchange Shares among the
         Participating FX Holders based solely on the number of
         shares of ServiceCo capital stock owned by each
         Participating FX Holder immediately prior to the
         Closing,

    (ii) any claim of violation of securities laws arising out of
         or related to a misstatement, misrepresentation or
         omission with respect to the description of FX or its
         business, assets, liabilities, financial information,
         prospects or risks in the Confidential Information
         Memorandum circulated in connection with the Consent
         Solicitation, or

   (iii) any statements or other communications made by any
         Participating FX Holder to any other Participating FX
         Holder with respect to FX or its business, assets,
         liabilities, financial information, prospects or risks
         or the transactions contemplated by the Redemption
         Agreement, any other agreement entered into in
         connection therewith, or a Purchase Transaction.
         (Enron Bankruptcy News, Issue No. 69; Bankruptcy
         Creditors' Service, Inc., 609/392-0900)


FANNIE MAE: Redeeming $3.05 Billion Worth of Securities
-------------------------------------------------------
Fannie Mae will redeem the principal amount indicated of the
following securities issues on the redemption date indicated below
at a redemption price equal to 100 percent of the principal amount
redeemed, plus accrued interest thereon to the date of redemption:

------------------------------------------------------------------
Principal  Security Interest Maturity Date    CUSIP    Redemption
   Amount      Type     Rate                                 Date
------------------------------------------------------------------
$3,000,000,000  MTN  1.400% April 16, 2004 3136F3GC4 June 24, 2003
------------------------------------------------------------------
    $50,000,000  MTN  4.400% Sept. 24, 2010 3136F3CK0 June 24, 2003
------------------------------------------------------------------

Fannie Mae is a New York Stock Exchange company and the largest
non-bank financial services company in the world. It operates
pursuant to a federal charter and is the nation's largest source
of financing for home mortgages. Fannie Mae is working to shrink
the nation's "homeownership gaps" through a $2 trillion "American
Dream Commitment" to increase homeownership rates and serve 18
million targeted American families by the end of the decade. Since
1968, Fannie Mae has provided $4.8 trillion of mortgage financing
for more than 52 million families. More information about Fannie
Mae can be found on the Internet at http://www.fanniemae.com

                         *   *   *

As reported in the Troubled Company Reporter's Nov. 13, 2002
issue,  Standard & Poor's Ratings Services lowered its ratings
on two classes of pass-through certificates issued by Fannie Mae
Multifamily REMIC Trust 1998-M1.  Concurrently, three classes
from the same transaction are affirmed.

The lowered ratings reflect concerns regarding the financial
status of the watchlist loans as prepared by the servicers. GMAC
Commercial Mortgage is the servicer and special servicer for the
multifamily loans.  National Consumer Cooperative Bank is the
servicer and special servicer for the cooperative loans.

                        Ratings Lowered

            Fannie Mae Multifamily REMIC Trust 1998-M1
               Pass-through certs series 1998-M1

                         Rating
          Class      To       From        Credit Support (%)
          E          B-       B           1.43
          F          CCC+     B-          1.14

                       Ratings Affirmed

           Fannie Mae Multifamily REMIC Trust 1998-M1
              Pass-through certs series 1998-M1

          Class        Rating          Credit Support (%)
          B            BBB-            8.00
          C            BB              2.29
          D            BB-             2.00


FARMLAND INDUSTRIES: Selling 71% Stake in Farmland National Beef
----------------------------------------------------------------
Farmland Industries has reached an agreement with U.S. Premium
Beef (USPB) under which USPB, which now owns 29 percent of
Farmland National Beef, will purchase Farmland Industries' 71
percent stake in the beef packing company for $232 million.

U.S. Premium Beef's bid is subject to court approval as a
"stalking horse" bid as part of the auction process.

Farmland National Beef is the fourth largest beef packer in the
nation, processing 3.2 million head of cattle per year. The
company's assets include beef packing plants in Liberal and Dodge
City, Kan., as well as further processing facilities in Kansas
City, Kan., Hummels Wharf, Pa., and Moultrie, Ga. Farmland
National Beef also owns National Carriers, a 700-unit refrigerated
trucking operation.

Farmland President and CEO Bob Terry said, "Farmland National Beef
is a company with a strong balance sheet and a history of success.
The agreement to sell our share of Farmland National Beef to our
partner is fully supported by Farmland's Creditors' Committees, as
we continue to maximize value for the benefit of our creditors."

"We are excited about the potential purchase of Farmland
Industries' interest in Farmland National Beef," said Steve Hunt,
CEO of U.S. Premium Beef. "While the beef processing industry
faces many challenges, FNB has established a reputation for
successfully delivering consistently high quality beef products to
consumers in both domestic and international markets. USPB's
system of connecting beef producers to consumers through ownership
of FNB has worked well. We believe additional ownership of FNB
will enable us to grow that network of producer-owners and
increase FNB's presence in the world marketplace."

At a court hearing, Farmland asked U.S. District Court Judge Jerry
Venters to approve bid and auction procedures, set a time to
qualify other potential bidders and set a date for the auction.
Farmland expects to file the sale agreements with the Bankruptcy
Court later this week and anticipates completing the sale later
this summer.

Farmland Industries, Inc., Kansas City, Mo.,
(http://www.farmland.com)is a diversified agricultural
cooperative with interests in food, fertilizer, petroleum, grain
and animal feed businesses.

Farmland National Beef Packing Company, Kansas City, Mo.,
(http://www.nationalbeef.com)is the only major beef packing
company fully owned by producers. Holding a 10 percent market
share, Farmland National Beef processes and markets fresh beef,
boxed beef and beef byproducts for domestic and international
markets.

U.S. Premium Beef, Ltd., Kansas City, Missouri,
(http://www.uspremiumbeef.com)is a producer-owned, beef marketing
company with more than 1,850 producer members in 37 states
representing all segments of the U.S. beef industry. USPB member
cattle are marketed under the U.S. Premium BeefT brand and
numerous FNB product lines including Farmland Black Angus Beefr,
Farmland Certified Premium Beefr, and Black Canyon Angus Beefr, in
addition to Certified Angus Beefr. USPB member cattle are also
marketed direct to consumers through Kansas City Steak Company, a
high quality, portion control and mail order company owned by
Farmland National Beef Packing Company.


FEDERAL-MOGUL: Litigation Commencement Extended Through June 30
---------------------------------------------------------------
By subsequent stipulations and agreed orders, the Unsecured
Creditors' Committee, the Asbestos Claimants Committee and the
legal representative for future asbestos claimants in the Chapter
11 cases of Federal-Mogul Corporation and its debtor-affiliates
agreed to extend to March 31, 2003, the deadline to commence
avoidance actions against the Debtors' prepetition lenders
pursuant to the Final DIP Order.

In light of the uncertainty of future rulings in the case The
Official Committee of Unsecured Creditors of Cybergenics Corp. v.
Kathleen Chinery, which is pending before the Third Circuit Court
of Appeals, the Committees and the Futures Representative have
stipulated with the Prepetition Agent, on behalf of the Existing
Lenders and the holders of Tranche C Loans, as well as the Surety
Bond Issuers, to move the Committees' and the Representative's
deadline to initiate adversary proceedings against the
Prepetition Lenders to June 30, 2003.

The extension will afford the parties-in-interest more time to
address the structuring of any potential proceedings in the light
of the Cybergenics decision.

Judge Newsome has approved the stipulation.

In the adversary proceeding, the Committees and the Futures
Representative will contest the amount, validity, enforceability,
perfection, or priority of the Existing Obligations or the liens
on the Existing Obligations Collateral or assert any claims or
causes of action against the Prepetition Agent, the Existing
Lenders, the Surety Bond Issuers or the holders of the Tranche C
Loans.

The extension of the Litigation Commencement deadline is without
prejudice to the right of the Prepetition Agent, the Existing
Lenders, the holders of Tranche C Loans and the Surety Bond
Issuers to initiate an action to establish the amount, validity,
enforceability, perfection, or priority of the Existing
Obligations or the liens on the Existing Obligations Collateral.

The Committees and the Future Representative have agreed to
coordinate, and share the results of, their discovery requests to
the Prepetition Agent, the Existing Lenders, the holders of
Tranche C Loans and the Surety Bond Issuers.  The Committees and
the Future Representative will not serve duplicative discovery
requests and will not notice or issue subpoena more than one
deposition of the same individual representative of any of the
Prepetition Agent, the Existing Lenders, the holders of Tranche C
Loans and the Surety Bond Issuers without showing good cause as
to why an additional deposition of that representative is
necessary. (Federal-Mogul Bankruptcy News, Issue No. 38;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


FIBERCORE INC: Receives Notice of Default from Fleet Bank
---------------------------------------------------------
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 June 3, 2003 it
had received a notification of default and acceleration from Fleet
National Bank under the terms of a loan agreement dated December
20, 2000, with an outstanding balance of $8.5 million, plus
accrued interest.  The loan is guaranteed by Tyco International
Group S.A. Fleet demanded payment in full by June 10, 2003.  If
payment is not made by that date, the bank may pursue its rights
and remedies under the Loan Documents and under applicable law to
collect the Loan from Tyco.

In the event Fleet exercises the provisions of a guarantee given
by Tyco to be paid in full by Tyco. Tyco would then assume Fleet's
position as a creditor of the Company.  In this case, Tyco would
have the right to assume control of the Company's Board of
Directors.

As of this date, the Company has not received any notice from Tyco
regarding their actions with regard to their intentions under the
terms of the guarantee.

Previously, the Company disclosed the event of default as well as
the possibility of acceleration by Fleet in the Company's 2002
annual report on Form 10-K.

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 http://www.FiberCoreUSA.com


FIBERCORE: Launches New Product Using Patented POVD Process
-----------------------------------------------------------
FiberCore, Inc. (Nasdaq: FBCEE), a leading manufacturer and global
supplier of optical fiber and preform for the telecommunication
and data communications markets, announced that FiberCore Glas
GmbH, a wholly owned subsidiary of FiberCore Jena AG, began
delivery of its first specialty glass order that uses the
Company's patented POVD technology.

Charles De Luca, Managing Director of FiberCore Jena AG,
commented, "This order represents a very important step in the
further development of our POVD technology.  The placement of the
order, which followed the customer's approval of samples,
validated the process and the technology.  While the size
of the order was not material, we expect additional orders from
this customer and others for the same as well as alternate
applications.  Importantly, the POVD process affords us the
opportunity to diversify our customer base and the markets we
serve to areas outside of fiber optics."

Specialty doped glass products are used in various sizable market
sectors including semiconductors, lens designs, laser power
delivery systems, and scientific and medical applications.

Dr. Aslami, President, and CEO of FiberCore, Inc. added, "Our
technical staff should be highly praised for the tremendous level
of effort that was put forth in moving POVD from the development
phase to where it is today.  As we have previously stated, the
implementation of the new POVD process technology into our normal
fiber production process has been slower than expected for
financial reasons; however, once the process is fully implemented,
it will contribute significantly to our cost reduction plan.  In
addition, recent industry announcements with respect to the use of
optical fiber in the deployment of FTTP (fiber-to-the- premise)
should once again increase demand
for various types of fibers that could be manufactured using POVD
process technology."

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.


FLEMING COS: Turns to Blackstone Group for Financial Advice
-----------------------------------------------------------
Fleming Companies, Inc., and its debtor-affiliates want to hire
The Blackstone Group LP as financial advisor.  The Debtors need
Blackstone to:

     a. assist in the evaluation of their businesses and prospects;

     b. assist in the development of a long-term business plan and
        related financial projections;

     c. assist in the development of financial data and
        presentations to their Board of Directors, various
        creditors and other third parties;

     d. analyze their financial liquidity and evaluate alternatives
        to improve such liquidity;

     e. analyze various restructuring scenarios and the potential
        impact of these scenarios on the recoveries of those
        stakeholders impacted by their restructuring;

     f. provide strategic advice with regard to restructuring or
        refinancing their obligations;

     g. evaluate their debt capacity and alternative capital
        structures;

     h. participate in negotiations among them and their creditors,
        suppliers, lessors and other interested parties;

     i. value securities that they will offer in connection with a
        restructuring;

     j. advise them and negotiate with lenders with respect to
        potential waivers or amendments of various credit
        facilities;

     k. assist them in preparing marketing materials in conjunction
        with a possible sale, merger, or other disposition of all
        or a portion of their assets;

     l. assist them in identifying potential buyers or parties-in-
        interest to a merger or sale transaction and assist in the
        due diligence process;

     m. assist and advise them concerning the terms, conditions and
        impact of any proposed Transaction;

     n. provide expert witness testimony concerning any of the
        subjects encompassed by the other financial advisory
        services; and

     o. provide other advisory services as are customarily provided
        in connection with the analysis and negotiation of a
        restructuring or a Transaction.

The Debtors tell the Court that Blackstone has rendered services
for them since April 28, 2003 in connection with their
restructuring efforts.  Hence, the Debtors are confident that the
firm has become familiar with their operations.

The Debtors also note that Blackstone has previously worked on
many Chapter 11 restructurings, advising both debtors and
creditors, in various cases.  Blackstone has vast experience
working for companies in distressed situations.  The firm has
participated in these cases: American Banknote Corp., Chiquita
Brands International, Dow Coming Corporation, Eastern Airlines,
Global Crossing Ltd., Motorola, Inc. (in the restructuring of
Iridium LLC), Levitz Furniture, Inc., Loehmann's, Inc., The LTV
Corporation, Marvel Entertainment Group, Inc., MobileMedia Corp.,
Montgomery Ward Holding Co. (GECC), Paragon Trade Brands, Inc.,
Penn Traffic, Phar-Mor, Inc., R.H. Macy & Co., The Singer Company
N.V., and Winstar Communications, Inc.

Blackstone's compliance manager, Robert J. Gentile, ascertains
that the firm does not hold or represent any interest adverse to
the Debtors' estates.  Blackstone is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code.

Accordingly, the Debtors seek the Court's authority to employ
Blackstone.

The Debtors will compensate the firm for its services pursuant to
this fee structure:

     -- a $200,000 monthly advisory fee in cash.  Approximately 50%
        of the aggregate Monthly Fees paid to Blackstone during its
        engagement will be credited against a restructuring fee, as
        applicable;

     -- a $10,000,000 restructuring fee upon the completion of a
        restructuring, less any transaction fee; and

     -- on the consummation of a merger or sale Transaction, a
        transaction fee with respect to that Transaction payable in
        cash calculated according to this scale:

        * 1.5% for any consideration up to $100,000,000; and
        * 1.0% for any consideration in excess of $100,000,000.

        If there are multiple transactions, this calculation will
        be applied to each Transaction.  With respect to the sale
        of the Debtors' retail assets, the corresponding
        Transaction Fee will be equal to 50% of the amount as
        calculated according to the formula.

Blackstone will also be reimbursed for its actual and necessary
costs and expenses.

The Debtors propose to indemnify Blackstone from any claims and
causes of action related to its financial advisory services.
(Fleming Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

Fleming Companies Inc.'s 10.625% bonds due 2007 (FLM07USR1) are
trading below 1 cent-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=FLM07USR1for
real-time bond pricing.


HEALTH SCIENCES: Capital Infusion Needed to Sustain Operations
--------------------------------------------------------------
Health Sciences Group, Inc., was incorporated in the state of
Colorado on June 13, 1996 as Centurion Properties Development
Corporation.  The Company remained dormant until October 16, 2000
when its name was changed to iGoHealthy.com, Inc. On September 10,
2001, the Company changed its name to Health Sciences Group, Inc.
Health Sciences Group is an innovative healthcare company focused
on building a vertically  integrated network of profitable life
sciences companies operating in the value-added tiers of the
nutraceutical and pharmaceutical product supply chain. In the year
2000, the Company was considered a development stage enterprise.

Effective December 14, 2001, the Company acquired 100% of the
outstanding stock of XCEL Healthcare, Inc., a California
corporation and the outstanding shares of BioSelect Innovations,
Inc., a Nevada corporation for approximately $4.4 million.

On February 25, 2003, effective January 1, 2003, the Company
completed its acquisition of Quality Botanical  Ingredients
pursuant to an Asset Purchase Agreement for approximately $1.5
million.  Quality Botanical  Ingredients is a leading manufacturer
and contract processor of bulk botanical materials and nutritional
ingredients supplied to buyers in various industries including
pharmaceutical, nutraceutical, and cosmetics.

The Company has losses from operations, negative cash flows from
operations and a working capital deficit.  These matters raise
substantial doubt about the Company's ability to continue as a
going concern.

The Company's net sales for the quarters ended March 31, 2003 and
2002 totaled $4,776,775 and $1,194,796,  respectively.  The
increase in sales is due to the acquisition of QBI, which was
effective January 1, 2003. QBI's revenues accounted for 70% of
total revenues for the quarter ended March 31, 2003.

Approximately 4% and 17% of the net sales for the quarters ended
March 31, 2003 and 2002, respectively, resulted from the sale of
compound medications to patients.  Due to budget restrictions and
other factors, the insurance payor has reduced its reimbursement
on certain type of compound medications by as much as 60%. As a
result, Health Sciences Group has increased its contractual
allowance estimate to reflect a more realistic amount of
collection. Additionally, the pharmaceutical group is looking at
other patient groups to which the group can service effectively
while still maintaining its target gross profit. The
pharmaceutical group expects to increase its California patient
base by approximately 100 within the next six months through
network relationships with a major healthcare organization and
transplant centers.  The research and development  group is
currently developing cosmetic products that utilize botanical
ingredients and herbs to form specialized cosmetic bases for a
current customer of the Company.

Cost of goods sold for the quarters ended March 31, 2003 and 2002
totaled $4,093,982 and $873,704, or 85.7% and 73.1% of net sales,
respectively.  This resulted in gross profits totaling $682,793
and $321,092, or 14.3% and 26.9% of net sales for the quarters
ended March 31, 2003 and 2002, respectively. Included in the cost
of goods sold for the quarter ended March 31, 2003 is
approximately $421,000 of non-recurring expense due to the high
basis of inventory on-hand at QBI, which was stepped up at the
date of acquisition of QBI, causing an increase in the cost of
goods sold as a percentage of net sales. Without this one-time
charge, the cost of goods sold would have been $3,672,982, or
76.9%, which would have resulted in gross profits of $1,103,793,
or 23.0% of net sales.  Management expects to reduce costs of
goods sold as a percentage of sales through increased purchasing
power and operational efficiencies.

Total consolidated operating expenses for the quarters ended March
31, 2003 and 2002 totaled $1,575,037, or 33.0% of net sales, and
$886,613, or 74.2% of net sales, respectively. Operating expenses
include selling expenses, which consist primarily of commissions
paid to an outside salesperson totaling approximately  $87,370 for
the quarter ended March 31, 2003. The Company had no selling costs
for the quarter ended March 31, 2002.

Net loss for the quarters ended March 31, 2003 and 2002 totaled
$1,048,290, or 21.9% of net sales, and $578,368, or 12.1% of net
sales, respectively.  Net loss for the quarters ended March 31,
2003 and 2002 for subsidiary company operations totaled $492,552
and $117,265, or 10.3% and 9.8% of net sales, respectively.
Without the non- recurring charge to cost of goods sold of
$421,000, consolidated net loss would have been  $627,290 for the
quarter ended March 31, 2003. The net loss for the quarter ended
March 31, 2003 for subsidiary company operations would have been
$71,552.  There can be no assurance that the Company will ever
achieve profitability or that a stream of revenue can be generated
and sustained in the future.

The Company's current assets totaled $6,969,717 and $783,277 at
March 31, 2003 and 2002, respectively.  Total assets were
$13,471,002 and $5,692,576 at March 31, 2003 and 2002,
respectively.  The increase in current and total assets is
primarily due to assets established with the purchase of QBI. At
March 31, 2003, assets consisted primarily of inventory of
$3,925,066,  patents totaling $3,300,000, net accounts  receivable
totaling $2,769,937, net furniture and equipment totaling
$1,565,306, net formula costs totaling $619,556, excess of cost
over fair value of net assets acquired resulting from the purchase
of XCEL and BioSelect totaling $350,546, net agreements no-to-
compete totaling $216,667, and cash on hand of $154,194.  At March
31, 2002, assets consisted primarily of patents totaling
$3,300,000, net formulas totaling $664,889, net accounts
receivable totaling $522,680, net agreements not-to-compete
totaling $346,667 and excess of cost over fair value of net assets
acquired totaling $350,546.

Current liabilities totaled $7,995,416 and $1,262,520 at March 31,
2003 and 2002, respectively.  This resulted in working capital
deficit totaling $1,025,699 at March 31, 2003 and a working
capital deficit of $479,243 at March 31, 2002.  Total liabilities
were $8,456,464 and $1,707,300 at March 31, 2003 and 2002,
respectively.  The increase in liabilities is primarily due to the
assumption of liabilities incurred with the purchase of QBI.  At
March 31, 2003 and 2002, liabilities consisted primarily of
accounts payable and accrued expenses totaling $2,949,161 and
$1,032,219, respectively. Lines of credit totaled $3,595,716 and
$73,000 at March 31, 2003 and 2002, respectively.  Notes payable
totaled $790,921 and $454,653 at March 31, 2003 and 2002,
respectively.

Management believes that cash on hand will be insufficient to meet
the anticipated needs for working capital, capital expenditures
and business development for the next twelve months.  The Company
is currently in the process of negotiating $1,000,000 to
$3,000,000 from the sale of equity securities.  If unable to raise
additional funds, Management states that the Company may be forced
to curtail or cease operations.

Even if able to continue operations, the failure to obtain debt or
equity financing could have a substantial adverse effect on Health
Sciences' business and financial results, and the Company may need
to delay  purchases of additional companies.  Although it has
historically relied upon financing provided by its
officers and directors to supplement operations, they are not
legally obligated to provide the Company with any additional
funding in the future.

In the future, Health Sciences may be required to seek additional
capital by selling debt or equity securities, selling assets, or
otherwise be required to bring cash flows in balance when it
approaches a condition of cash insufficiency.  The sale of
additional equity securities, if accomplished, may result in
dilution to shareholders. Management cannot assure shareholders,
however, that financing will be available in amounts, or on terms,
acceptable to Health Sciences, or at all.


I2 TECH: Pays Off Note Obligations & Terminates Texas Lease
-----------------------------------------------------------
i2 Technologies, Inc. (OTC:ITWO), entered into two transactions in
the second quarter designed to relieve it of certain financial
obligations. i2 has prepaid the $60.93 million senior Convertible
Promissory Note issued by i2 in connection with the acquisition of
Trade Service Corporation and EC-Content, Inc. i2 paid $59.16
million to the holder of the note as payment and satisfaction in
full of the principal amount of, and all accrued interest under,
the note and i2's remaining obligations under the acquisition
agreement. The note was scheduled to mature on September 23, 2003
and bore interest at a rate of 7.5 percent per annum. The amount
paid in settlement of the note and the obligations represents
approximately a 5.5 percent discount to principal and interest
accrued under the note to date.

i2 also announced that it has entered into a Termination Agreement
with the owner of Two Colinas Crossing, a building in Dallas,
Texas, that the company vacated in January 2003 as part of its
restructuring. This lease, originally scheduled to expire in
October 2011, would have required i2 to pay approximately $37.7
million through lease termination. In consideration for the
termination of the lease, i2 paid $7,597,185 in cash and issued a
$6.8 million Non-Negotiable Promissory Note due and payable on
December 15, 2006. The note bears interest at a rate of 5.25
percent per annum, payable semi-annually in arrears.

A leading provider of end-to-end supply chain management
solutions, i2 designs and delivers software that helps customers
optimize and synchronize activities involved in successfully
managing supply and demand. More than 1,000 of the world's leading
companies, including seven of the Fortune global top 10, have
selected i2 to help solve their most critical supply chain
challenges. Founded in 1988 with a commitment to customer success,
i2 remains focused on delivering value by implementing solutions
designed to provide a rapid return on investment. Learn more at
http://www.i2.com

                         *   *   *

As reported in Troubled Company Reporter's April 10, 2003
edition, Standard & Poor's Ratings Services lowered its
corporate credit rating on i2 Technologies Inc. to 'CCC+' from
'B' and its subordinated debt rating on the company to 'CCC-'
from 'CCC+'. The actions followed i2's announcement that it
would delay the filing of its 2002 10-K and, as a result,
expected to be in violation of a covenant in the indenture
governing its $350 million convertible subordinated notes. The
indenture contains a cure period for covenant noncompliance that
allows the company 60 days to file its 10-K.

i2 remains on CreditWatch with negative implications, where it
was placed on Jan. 27, 2003, pending the completion of the
company's re-audit of its annual financial statements from 1999
through 2001.


INTERTAPE POLYMER: Initiates Cost Reduction for Better Results
--------------------------------------------------------------
Intertape Polymer Group Inc. (NYSE, TSX: ITP) Chairman and Chief
Executive Officer, Melbourne F. Yull said the Company expects
improved performance in 2003 through a combination of new product
development and on-going cost reduction initiatives which will
further strengthen the Company's balance sheet. Addressing the
annual and special meeting of shareholders, Mr. Yull stated: "We
are confident that we have laid the foundation for revenue and
earnings growth in 2003 and beyond."

                     European Opportunity

Mr. Yull announced at the meeting that Intertape Polymer Group has
signed a letter of intent to purchase the interest of its
principal partner in its shrink film joint venture in Portugal,
which was established seven years ago. "This will enable us to
take full advantage in Europe of our advanced technology in the
shrink film sector. By consolidating ownership in Portugal under
IPG we will now have complete control of the manufacture and
distribution of products, which should lead to better and faster
growth in Europe. Furthermore, we feel this is an excellent
opportunity to create a platform to manufacture our performance
sensitive pressure products for distribution in the European
market."

The acquisition will be financed through the issuance of common
shares and is expected to be non-dilutive to shareholders. The
transaction is expected to close on or before June 30, 2003
subject to regulatory and lender approvals.

                A Focus on Cost Reductions

During the fourth quarter of 2002, IPG announced annualized
operational and restructuring initiatives totaling $17.5 million
pre-tax. The full impact of this program is expected to be felt in
2004. "We are looking at all of our assets to more fully utilize
them and reduce costs," commented Mr. Yull.

As part of this program, in late 2002 IPG announced it was
shifting production of its flexible intermediate bulk container
(FIBC) business to one centralized plant and closing two others.
This past April the Company also stated it plans to consolidate
three existing regional distribution centers into a single new
facility in Danville, Virginia.

Today, shareholders learned that additional savings beyond the
previously announced $17.5 million should result from measures to
streamline IPG's water-activated tape (WAT) business.

"With two WAT producing plants located in close proximity in
Wisconsin, the Company has determined that shifting capacity to a
single location will be more efficient and will eliminate
duplicate costs. We are currently working diligently with the
employees of both plants and other stakeholders to arrive at a
plan which should affect the least number of people and maximize
the benefits to the Company. We expect to have a program in place
in the second half of this year," said Mr. Yull.

                     Product Development

New product development should continue to drive volume and margin
growth through the current fiscal year. A number of breakthrough
products were highlighted at the meeting, including specialty
tapes, insulation facing metal wrap and shelter fabrics. "We have
a solid understanding of our customers' needs and we possess the
technology to deliver the products they require. Our goal is to
ensure that Intertape continues to provide our customers with
compelling reasons to do business with us."

                      Debt Reduction

Intertape remains committed to reducing debt by $29.3 million
during the current year. This includes $26.0 million in long-term
bank debt and $3.3 million to Senior Secured Noteholders. It is
expected that $19.3 million of the total amount will be completed
by the end of June.

IPG also anticipates free cash flow in excess of $30.0 million
during 2003.

Intertape Polymer Group is a recognized leader in the development
and manufacture of specialized polyolefin plastic and paper based
packaging products and complementary packaging systems for
industrial and retail use. Headquartered in Montreal, Quebec and
Sarasota/Bradenton, Florida, the Company employs approximately
2,600 employees with operations in 19 locations, including 15
manufacturing facilities in North America and one in Europe.

                            *   *   *

As reported in Troubled Company Reporter's December 27, 2002
edition, Intertape Polymer Group announced that an agreement was
reached with its bankers and the holders of its senior secured
notes with respect to certain covenants in its bank indebtedness
and credit facilities.

The Company further said, "The Company's effective debt
reduction program gave our bankers and noteholders the
confidence to relax the financial covenant requirements. We have
completed our capital expenditure programs and are now focused
on maximizing all aspects of debt reduction and plant
utilization. This will result in lower interest costs as the
Company draws upon less costly bank facilities and reduces the
various interest rate spreads over both prime and LIBOR. The $17
million cost reduction programs announced this past September
are well underway. These programs should be completed by June
2003."


INT'L WIRE: Ceasing Operations in Indiana Fabricating Plant
-----------------------------------------------------------
International Wire Group, Inc. notified the employees of its
Kendallville, Indiana copper wire fabricating plant that the
facility will cease operations. Kendallville supported IWG's
insulating plants in Avilla, Indiana and Kendallville, IN; these
facilities will now receive their copper requirements from IWG's
Bremen, Indiana facility.

The Company expects to phase the plant down over the next 60 days.
The equipment from the Kendallville wire drawing facility will be
relocated to IWG's new facility in Durango, Mexico to support the
expansion activities that are currently underway in there. The
Kendallville closure will result in a job elimination of forty
(40) employees.

Joe Fiamingo, Company President, stated that "the asset
realignment provides the best utilization of the companies assets
and enables the business to support the growth objectives of the
future."

Inquiries regarding the closing of International Wire's
Kendallville copper wire fabricating plant should be directed to
Jesslyn Mast at 260-459-8644.

                         *   *   *

As reported in Troubled Company Reporter's April 7, 2003
edition, Standard & Poor's Ratings Services lowered its
corporate credit rating on International Wire Group Inc., to
'CCC+' from 'B' based on ongoing weakness in the company's end
markets and the company's declining liquidity position. The
current outlook is negative.

International Wire is located in St. Louis, Missouri. Total debt
outstanding is $335.5 million.

"The company is seeing a continuing decline in its automotive
end market, which Standard & Poor's expects to continue," said
Standard & Poor's credit analyst Dominick D'Ascoli. "Also, the
company's liquidity position has declined substantially year-
over-year to $22.9 million as of Dec. 31, 2002, compared with
$38.1 million for the same period in the previous year."
Standard & Poor's said that the downgrade also reflects concerns
about possible covenant violations under International Wire's
bank loan agreement, which could restrict borrowing
availability. Financial covenants were recently amended, but
remain tight in light of expected end market weakness.


IT GROUP: Seeks Court Nod for Beneco Settlement Agreement
---------------------------------------------------------
On January 11, 2002, Travelers Casualty and Surety Company of
America and two other petitioning creditors filed an involuntary
petition against Beneco Enterprises, LLC in the U.S. Bankruptcy
Court for the District of Utah.  The immediate parent of Beneco
is Debtor OHM Corporation.  On January 31, 2002, Beneco consented
and the Utah Court entered an order for relief under Chapter 11
on February 1, 2002.

On June 6, 2002, the Utah Court approved the sale of
substantially all of Beneco's assets to, and assumption of
certain liabilities by, The Shaw Group.  The Beneco Sale closed
on June 19, 2002.

The Debtors have asserted a $1,073,033 administrative claim
against Beneco consisting of costs associated with tax
preparation and insurance.  In addition, Beneco scheduled a
$181,000 unsecured priority claim for IT Corporation.

Beneco contests the Administrative Claim.  Beneco asserts, in
part, that the Administrative Claim should be offset by its
$28,799,755 prepetition claim against the Debtors and another
$486,903 administrative claim.

Both Beneco and the Debtors have served discovery on each other
in connection with the Administrative Claim.  In addition, Beneco
has served a notice of deposition, which has been continued,
without a date.  At this time, both Beneco and the Debtors have
an extension of time to respond to the Discovery pending
settlement negotiations.

On December 31, 2002, the Utah Court approved Beneco's Second
Amended Disclosure Statement.

IT Group, Inc., and its debtor-affiliates believe that the
continued prosecution of their Administrative Claim against Beneco
would result in significant administrative expense with an
uncertain potential benefit. Rather than litigate their claims,
the Debtors and Beneco agreed to resolve their disputes.  After
arm's-length negotiations, the Debtors and Beneco reached a
settlement agreement, which Judge Walrath subsequently approved.

Pursuant to the Agreement:

    (a) Beneco's estate will pay the Debtors $14,416;

    (b) Beneco's estate will escrow $20,000 from available cash
        assets as a contribution for the preparation of its 2002
        state and federal tax returns;

    (c) to the extent the Debtors have a consolidated income tax
        liability that results from the filing of the 2001 and
        2002 consolidated federal income tax returns, the Debtors
        will be responsible for any income tax liability
        attributable to Beneco, and the Debtors will exclusively
        own any income tax refunds attributable to the 2001 and
        2002 consolidated federal income tax returns;

    (d) to the extent Beneco has state income tax liabilities
        directly attributable to its assets and operations for the
        period January 1, 2002 through June 16, 2002, Beneco will
        be responsible for its own state income tax refunds
        attributable to the state income tax returns filed for the
        period;

    (e) any state income tax refunds that the Debtors receive on
        Beneco's behalf in connection with Beneco's 2001 state
        income tax returns will be remitted by the Debtors to
        Beneco;

    (f) OHM will file all required state and federal income tax
        returns, pay all required state and federal income tax
        liabilities and be entitled to all state and federal
        income tax refunds for tax periods commencing on and after
        June 17, 2002;

    (g) the Debtors and Beneco forever release and discharge the
        other from any and all claims, actions, suits and causes
        of action that they may have; and

    (h) Shaw acknowledges that nothing contained in the Settlement
        Agreement will modify any of its obligations under the
        Indemnity Agreement dated as of July 13, 2002 by and among
        Shaw, IT Group and OHM. (IT Group Bankruptcy News, Issue
        No. 29; Bankruptcy Creditors' Service, Inc., 609/392-0900)


I-TRAX INC: R. Dixon Thayer Joins Board of Directors
----------------------------------------------------
I-trax, Inc. (Amex: DMX), a health management solutions company,
announced that R. Dixon Thayer has joined the company's board of
directors.

Mr. Thayer has over 25 years experience in key managerial
positions at leading companies, including several Fortune 500
companies. Currently, Mr. Thayer is a senior partner of ab3
Resources Inc., a strategic consulting/private equity investing
company he helped form, and a member of the Duke Corporate
Education Academic Network. From 1999 to 2002, he served as
Officer of Global New Business Operations for Ford Motor Company,
responsible for transforming Ford into a global relationship-based
consumer products and services company. Previously, Mr. Thayer
served as President and Chief Executive Officer of Provant
Consulting Companies, where he helped lead the merger and
integration of several independent consultancies and training
companies into the largest publicly traded company of its type.
Mr. Thayer also served as President of Sunbeam International
Division and was an original member of the turnaround team that
successfully rescued the company from impending bankruptcy. Prior
to this appointment, Mr. Thayer was the Senior Vice President of
Research, Development, Engineering & Global Growth for Kimberly
Clark Corporation and was a key architect of the merger between
Scott Paper and Kimberly Clark.

"Population health management is increasingly accepted by the
government, employers, insurers and care providers as an effective
and sensible tool for improving quality of care while reducing
healthcare costs," said R. Dixon Thayer. "I-trax's solutions are
among the most innovative and comprehensive in the market, and I
look forward to contributing to its leadership team."

Frank A. Martin, Chairman and CEO of I-trax commented, "Dixon is a
seasoned business executive who has succeeded in a variety of
management positions, and we are thrilled that he will be serving
on our board. His leadership experience will be a tremendous asset
to our company."

                           About I-trax

I-trax enables the next generation of disease management through
its unique personalized health management solutions, which reduce
the cost of care while improving the health of populations. I-trax
provides the only integrated, end-to-end health management
solutions available today. Utilizing a common data platform, the
Mediciver Medical Enterprise Data System, I-trax solutions enable
true coordination of care through the utilization of shared
records by all caregivers. These solutions are tested and proven
in real- world settings including Walter Reed Army Healthcare
System, Office of Attending Physician, US Congress, the Pentagon,
Aetna, MedCost, Alegent Health, Presbyterian Health Plan,
CalOptima and Los Angeles County-USC Medical Center. I-trax is
headquartered in Philadelphia, Pennsylvania, and has offices in
Omaha, Nebraska and Reston, Virginia. More information is
available at http://www.i-trax.com

                           *    *   *

As reported in the Troubled Company Reporter's May 30, 2003
edition, the Company's most recent financial statements have been
prepared assuming the Company will continue as a going concern,
which contemplates continuity of operations, realization of
assets, and liquidation of liabilities in the normal course of
business.  However, as of June 30, 2002, the Company's accumulated
deficit was $25,964,524 and its working capital deficiency was
$2,128,726.  In addition, the Company has had negative cash flows
from operations of $4,900,000 and $4,600,000 for the years ended
December 31, 2001 and 2000, respectively, and $2,800,000 for the
six months ended June 30, 2002. As a result of these factors, the
auditor's report on the
December 31, 2001 financial statements included a paragraph
indicating that there was substantial doubt about the Company's
ability to continue as a going concern.


KEYSTONE: Wooing Lenders to Amend Debt Pacts to Cure Defaults
-------------------------------------------------------------
Net sales of Keystone Consolidated Industries, Inc. were $77.1
million in the 2003 first quarter, down 10% from $85.9 million
during the same period in 2002. The decline in sales was due to a
13% decline in shipments of the Company's steel and wire products
partially offset by a 1% overall increase in steel and wire
product per-ton selling prices and a 21% increase in Garden Zone's
sales.  Shipments of wire rod decreased 21% while per-ton selling
prices of wire rod increased 4%. Industrial wire shipments during
2003 declined 4% from the 2002 quarter while per-ton selling
prices declined 1%.  Fabricated wire product shipments declined
11% during the 2003 first quarter as compared to the 2002 first
quarter while per-ton selling prices declined 1%. In addition,
during the first quarter of 2003, Keystone sold 3,000 tons of
billets as compared to none sold during the 2002 first quarter.
The higher per-ton selling price of the Company's steel and wire
products during the 2003 first quarter favorably impacted total
net sales by $800,000.

Management believes the decline in shipment volume of steel and
wire products during the 2003 first quarter was due to large
volumes of import product and softening demand due in part to
prolonged winter weather throughout most of the United States and
uncertainties regarding military action in the Middle East.
Although high levels of imported wire rod continues, these import
levels have been somewhat mitigated by former competitors of the
Company exiting the marketplace. However, despite this decline in
domestic production capacity, rod imports have filled the
resulting production shortfall and as such, per-ton selling prices
continue to be adversely impacted by the availability of high
levels of imported wire rod.

Billet production of 171,000 tons during the first quarter of 2003
declined 2% from 2002's first quarter production level of 175,000
tons.  The decline in production was due primarily to intentional
production curtailments as a result of weakening demand and excess
inventory levels. Wire rod production declined 9%
to 166,000 tons from 182,000 tons in the 2002 first quarter.  The
decline in rod production was due primarily to unplanned
production outages to effect repairs to the Company's rod mill.

Gross profit during the 2003 first quarter decreased to $2.7
million from $8.7 million in the 2002 first quarter as the
Company's gross margin declined from 10.2% in the 2002 period to
1.9% in the 2003 first quarter. This decline in gross margin was
due primarily to higher costs for ferrous scrap, Keystone's
primary raw material, and energy costs partially offset by the
higher overall per-ton selling price of the Company's steel and
wire products.  In addition, during the 2002 first quarter, the
Company received  $428,000 of insurance proceeds from business
interruption policies related to incidents in prior years as
compared to none received during the 2003 first quarter.  The
increase in ferrous scrap and energy costs between the 2002 and
2003 first quarters adversely impacted gross profit by $4.5
million and $2.6 million, respectively.

Selling expenses in the 2003 first quarter of $2.2 million were
$400,000 higher than selling expenses in the first quarter of 2002
of $1.8 million.  The primary reason for this increase was higher
advertising expenses during the first quarter of 2003.

General and administrative expenses during the 2003 first quarter
declined $400,000 to $5.5 million from $5.9 million in the 2002
first quarter due primarily to higher legal and professional fees
during the 2002 first quarter related to the Company's debt
restructuring completed in March 2002. As a result of such debt
restructuring, the Company recognized a $54.7 million pre-tax gain
($33.1 million net of tax) in the first quarter of 2002.

During the first quarter of 2003, Keystone recorded defined
benefit pension expense of $1.7 million as opposed to a $750,000
credit recorded in the first quarter of 2002.  Keystone currently
anticipates the total 2003 pension expense will approximate $6.8
million. The anticipated higher pension expense in 2003 is
due primarily to a $50 million decline in plan assets during 2002
and the resulting lower expected return on plan assets component
of defined benefit pension plan expense.   However, the Company
does not anticipate   cash contributions for defined benefit
pension plans will be required in 2003.

Interest expense in the first quarter of 2003 was lower than the
first quarter of 2002 due principally to lower debt levels and
lower interest rates. The lower debt levels and interest rates
were primarily a result of the March 2002 debt restructuring.
Average borrowings by the Company approximated $104 million in the
first quarter of 2003 as compared to $138 million in the first
quarter of 2002.   During the first quarter of 2003, the Company's
weighted-average interest rate was 2.8% per annum as compared to
7.7% per annum in the first quarter of 2002.

At March 31, 2003, the Company had recorded a deferred tax asset
valuation allowance of $89.9 million resulting in no net deferred
tax assets.  Keystone periodically reviews the recoverability of
its deferred tax assets to determine whether such assets meet the
"more-likely-than-not" recognition criteria. The Company will
continue to review the recoverability of its deferred tax assets,
and based on such periodic reviews, Keystone could recognize a
change in the recorded valuation allowance related to its deferred
tax assets in the future.  As a result of the deferred tax asset
valuation allowance, the Company does not anticipate recognizing a
tax benefit associated with its expected pre-tax losses during the
remainder of 2003 will be appropriate.

Effective January 1, 2003, the Company adopted Statement of
Financial Accounting Standards ("SFAS") No. 142, Goodwill and
Other Intangible Assets. As a result of adopting SFAS No. 142,
negative goodwill of  approximately $20.0 million recorded at
December 31, 2001 was eliminated as a cumulative effect of change
in accounting principle.

                 $9 Million First Quarter Net Loss

As a result of the items discussed above, Keystone recorded a net
loss during the first quarter of 2003 of $9.0 million as compared
to recorded net income of $52.0 million in the first quarter of
2002.

                     Negative Working Capital

At March 31, 2003 Keystone had negative working capital of $77.1
million, including $2.6 million of notes payable and current
maturities of long-term debt, $30.3 million of long-term debt
classified as current as a result of the Company's failure to
comply with certain financial covenants in the Keystone Revolver
as well as outstanding borrowings under the Company's revolving
credit facilities of $43.6 million.  The amount of available
borrowings under these revolving credit facilities is based on
formula-determined amounts of trade receivables and inventories,
less the amount of outstanding letters of credit.

At March 31, 2003, unused credit available for borrowing under
Keystone's $45 million revolving credit facility, which expires in
March 2005, EWP's $7 million revolving credit facility, which
expires in June 2004 and Garden Zone's $4 million revolving credit
facility, which expired in May 2003, were $6.5 million, $1.7
million, and  $324,000, respectively.  The Keystone Revolver
requires daily cash receipts be used to reduce outstanding
borrowings, which results in the Company maintaining zero cash
balances when there are balances outstanding under this credit
facility.  Keystone currently intends to renew or replace the
Garden Zone Revolver upon its maturity in May 2003. A wholly-owned
subsidiary of Contran has agreed to loan Keystone up to an
aggregate of $6 million under the terms of a revolving credit
facility that matures on June 30, 2003.  Through May 15, 2003, the
Company had not borrowed any amounts under such facility.

At March 31, 2003, the Company's financial statements reflected
accrued liabilities of $15.0 million for estimated remediation
costs for those environmental matters which Keystone believes are
reasonably estimable. Although the Company has established an
accrual for estimated future required environmental remediation
costs, there is no assurance regarding the ultimate cost of
remedial measures that might eventually be required by
environmental authorities or that additional environmental
hazards, requiring further remedial expenditures, might not be
asserted by such authorities or private parties.

Accordingly, the costs of remedial measures may exceed the amounts
accrued. Keystone believes it is not possible to estimate the
range of costs for certain sites. The upper end of range of
reasonably possible costs to Keystone for sites for which the
Company believes it is possible to estimate costs is approximately
$20.6 million.

                      Financial Covenant Breach

At March 31, 2003, Keystone was not in compliance with certain
financial covenants included in the Keystone Revolver.  Under the
terms of the Keystone Revolver, failure to comply with these
covenants is considered an event of default and gives the lender
the right to accelerate the maturity of both the Keystone Revolver
and the Keystone Term Loan.  The Company is currently negotiating
with the Keystone Revolver and Keystone Term Loan lender to obtain
waivers of such financial covenants or otherwise amend the
respective loan agreements to cure the defaults.  There can be no
assurance Keystone will be successful in obtaining such waivers or
amendments, and if Keystone is unsuccessful, there is no assurance
the Company would have the liquidity or other financial resources
sufficient to repay the Keystone Revolver and the Keystone Term
Loan if such indebtedness is accelerated.

The indenture governing Keystone's 8% Notes provides the holders
of such Notes with the right to accelerate the maturity of the
Notes in the event of a default by Keystone with respect to any of
the Company's other secured debt. However, the Notes cannot be
accelerated through December 31, 2003 because Keystone has
obtained a consent from holders of more than 67% of the principal
amount of the 8% Notes to forebear remedies available to them
solely as a result of the Company's failure to comply with the
financial covenants in the Keystone Revolver through such date.
There can be no assurance Keystone will be in compliance with such
financial covenants subsequent to December 31, 2003.

If Keystone is not in compliance with such financial covenants
subsequent to December 31, 2003, there is no assurance Keystone
would be successful in obtaining an extended agreement to forebear
from a sufficient amount of holders of the 8% Notes, and if
Keystone is unsuccessful, there is no assurance Keystone would
have the liquidity or other financial resources sufficient to
repay the 8% Notes if they were accelerated.

Management currently believes cash flows from operations together
with funds available under the Company's credit facilities will be
sufficient to fund the anticipated needs of the Company's
operations and capital improvements for the year ending December
31, 2003.  This belief is based upon management's assessment of
various financial and operational factors, including, but not
limited to, assumptions relating to product shipments, product mix
and selling prices, production schedules, productivity rates, raw
materials, electricity, labor, employee benefits and other fixed
and variable costs, interest rates, repayments of long-term debt,
capital expenditures, and available borrowings under the Company's
credit facilities.  However, there are many factors that could
cause actual future results to differ materially from management's
current assessment, and actual results could differ materially
from those forecasted or expected and materially adversely affect
the future liquidity, financial condition and results of
operations of the Company. Additionally, significant declines in
the Company's end-user markets or market share, the inability to
maintain satisfactory billet and wire rod production levels, or
other unanticipated costs, if significant, could result in a need
for funds greater than the Company currently has available.  There
can be no assurance the Company would be able to obtain an
adequate amount of additional financing.


MESA AIR: Prices Senior Convertible Notes Due 2023
--------------------------------------------------
Mesa Air Group (Nasdaq: MESA) announced the pricing of a private
placement of $75 million issue price of 6.25% convertible notes
due 2023.  The sale of the notes is expected to close on June 16,
2003.

The notes will bear cash interest at a fixed rate of 6.25% per
year on the issue amount, payable semi-annually in arrears until
June 16, 2008. Thereafter, the notes will cease bearing cash
interest and begin accruing interest at a rate of 6.25% until
maturity.  The aggregate amount due at maturity, including
interest accrued from June 16, 2008, will be $189 million.

Each note will be issued at a price of $397.27 and is convertible
into Mesa common stock at a conversion ratio of 39.727 shares per
$1,000 principal amount at maturity of notes.  This represents an
equivalent conversion price of $10.00 per share (subject to
adjustment in certain circumstances), or a
46% premium over the Nasdaq closing price for the Company's common
shares of $6.85 per share on June 10, 2003.

Mesa may redeem the notes, in whole or in part, on or after June
16, 2008. Up to an additional $25 million issue price of the notes
may be sold upon the exercise of a 30-day overallotment option
granted to the initial purchasers of the notes, which would result
in an increase in the aggregate principal and interest due at
maturity of up to $63 million.

The offering has been made only to qualified institutional buyers
in accordance Rule 144A under the Securities Act of 1933.  Mesa
intends to use the net proceeds from the offering for working
capital and general corporate purposes.

This announcement is neither an offer to sell nor a solicitation
to buy any of these notes and shall not constitute an offer,
solicitation or sale in any jurisdiction in which such offer,
solicitation or sale is unlawful.

The notes being offered and the common stock issuable upon
conversion of the notes have not been registered under the
Securities Act, or any state securities laws, and may not be
offered or sold in the United States absent registration under, or
an applicable exemption from, the registration requirements of the
Securities Act and applicable state securities laws.

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


METALS USA: Settles Unsecured Claim Dispute with Usinor
-------------------------------------------------------
On April 23, 2003, Usinor Steel Corporation filed an unsecured
claim for $2,995,238.75 in Metals USA, Inc., and its debtor-
affiliates' Chapter 11 cases for certain steel sold to the Debtors
by Usinor.  Johnathan C. Bolton, Esq., at Fulbright & Jaworski
LLP, in Houston, Texas, recounts that on February 24, 2003, the
Debtors objected to the Claim asserting that it was excessive.

In a Court-approved stipulation, Usinor and the Debtors have
agreed to allow Usinor's Claim as a Class 4 General Unsecured
Claim for $2,865,000 in full satisfaction of all of Usinor's
prepetition claims against the Debtors. (Metals USA Bankruptcy
News, Issue No. 32; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


MIDWEST EXPRESS: Reports May Performance
----------------------------------------
Midwest Express Holdings, Inc. (NYSE: MEH) reported May
performance data for Midwest Airlines and Midwest Connect.
Compared with May 2002, traffic and capacity decreased at Midwest
Airlines while traffic increased and capacity decreased at Midwest
Connect. Both airlines reported increases in load factor and
decreases in yield.

     Midwest Airlines

      -- In May, Midwest Airlines' traffic (measured in scheduled
         service revenue passenger miles) decreased 16.8% on a
         20.6% decrease in capacity (measured in scheduled
         service available seat miles). Year to date, traffic was
         down 3.8% on a 4.6% decrease in capacity. Midwest
         Airlines expects to decrease capacity 16-18% in the
         second quarter compared with second quarter 2002 -- part
         of its previously announced capacity reduction plan.

      -- Load factor for the month was 64.6%, compared with 61.7%
         in May 2002; year to date, load factor was 62.8%,
         compared with 62.3% last year.

      -- Revenue yield declined 11.1% from May 2002 and 14.3%
         year to date.

      -- Revenue per scheduled service available seat mile
         decreased 5.9% in May and 13.0% year to date, due
         primarily to the decrease in revenue yield.

      -- Fuel prices were 14.4% higher in May than a year ago,
         and 38.4% higher in the first five months of 2003 than
         2002.

     Midwest Connect

     -- In May, Midwest Connect's traffic increased 8.3% on a
        3.0% decrease in capacity. Year to date, traffic was up
        14.6% on an 8.7% increase in capacity. Midwest Connect
        expects capacity to remain unchanged in the second
        quarter compared with second quarter 2002.

     -- Load factor for the month was 53.3%, compared with 47.7%
        in May last year; year to date, load factor was 48.5%,
        compared with 46.0% last year.

     -- Revenue yield declined 20.6% from May 2002 and 20.7% year
        to date.

     -- Revenue per scheduled service available seat mile
        decreased 9.5% in May and 14.7% year to date, due
        primarily to the decrease in revenue yield.

     -- Fuel prices were 7.9% higher in May than a year ago, and
        34.2% higher in the first five months of 2003 than 2002.

Midwest Airlines features nonstop jet service to major
destinations throughout the United States. Skyway Airlines, Inc. -
- its wholly owned subsidiary -- operates Midwest Connect, which
offers connections to Midwest Airlines as well as point-to-point
service between select markets on regional jet and turboprop
aircraft. Together, the airlines offer service to 50 cities. More
information is available at http://www.midwestairlines.com


MIRANT: Reaches Clean Air Act Agreement With State of New York
--------------------------------------------------------------
Mirant (NYSE: MIR) announced that an agreement has been reached
between the company's New York business unit, the New York
Attorney General and the New York Department of Environmental
Conservation, to install state-of-the-art environmental technology
at its Lovett power plant.  The installation will significantly
reduce nitrogen oxide (NOx) and sulfur dioxide (SO2) emissions.

The agreement resolves allegations of non-compliance with federal
and state Clean Air Act New Source Review regulations.  The
allegations were made in a notice of violation issued to the prior
owner of the plant for a period pre-dating Mirant's ownership,
which began in 1999.  This agreement is the first of its kind
between a New York power generator and the state of New York.

Mirant admitted no violation and believes the plant has been
operated in accordance with the law.  Mirant was not assessed any
penalty or fine under the agreement.

"This agreement provides Mirant with greater certainty in managing
current and future environmental requirements in New York," said
Mark Lynch, president of Mirant's northeast business unit.  "It
also affirms our long-standing commitment to the environment.
With the agreement in place, Mirant can invest in the
environmental technology needed to help improve the air quality in
New York."

"The settlement we have reached with Mirant will improve air
quality in the Hudson Valley and beyond.  As this agreement
demonstrates, power companies can act responsibly and with
foresight.  I commend Mirant for their commitment to reducing air
pollution at their Lovett power plant," said New York Attorney
General Eliot Spitzer.

Under the agreement, Mirant agreed to install state-of-the-art
selective catalytic reduction technology on the Lovett plant's two
coal fired units to reduce NOx emissions to 78 percent below the
plant's permitted emission rate.

Mirant also agreed to install in-duct injection technology on each
coal fired unit and a baghouse, a technology to remove particulate
matter, which are expected to reduce mercury emissions and reduce
SO2 emissions to a level that is at least 40 percent below the
plant's permitted emission rate.

Implementation of these environmental controls will be completed
by 2007- 2008.

Current estimates of the expenditures for emission controls are
consistent with assumptions presented in Mirant's financial and
capital spending plans. The controls and emission reductions will
position the Lovett plant to operate under more stringent future
federal and state environmental requirements.

The coal-fired units at Mirant's Lovett power plant currently
utilize low sulfur coal as a primary fuel source and generate 348
megawatts of electricity, or the amount of electricity required to
power approximately 350,000 homes.

Mirant purchased the Lovett power plant in June 1999 from the
Orange and Rockland Utilities Inc.  during New York's divestiture
of electricity generation assets.

Mirant is a competitive energy company that produces and sells
electricity in the United States, the Philippines and the
Caribbean.  The company owns or controls approximately 22,000
megawatts of electric generating capacity around the world.
Mirant integrates risk management and marketing activities with
its extensive asset portfolio. Visit http://www.mirant.com.

                        Ratings Decline

As reported in the Troubled Company Reporter's June 6, 2003
edition, Fitch Ratings lowered the ratings of Mirant Corp. as
follows: senior notes and convertible senior notes to 'B-' from
'B+', convertible trust preferred securities to 'CCC+' from B-.

Ratings of Mirant affiliates Mirant Americas Generation, Inc.
and Mirant Mid-Atlantic, LLC were also lowered as follows: MAGI
senior notes and senior bank credit facility to 'B-' from 'B+';
and MIRMA pass-through certificates series A, B, and C to 'B'
from 'BB'. The Rating Watch for all entities remains Negative.

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

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

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

Mirant Corp.'s 7.400% bonds due 2004 (MIR04USA2) are trading
at 61 cents-on-the-dollar, according to DebtTraders.  See
http://www.debttraders.com/price.cfm?dt_sec_ticker=MIR04USA2for
real-time bond pricing.


NEXTEL PARTNERS: Issues Tender Offer for 14% Sr. Discount Notes
---------------------------------------------------------------
Nextel Partners, Inc. (Nasdaq:NXTP) announced that it is
commencing a cash tender offer and consent solicitation relating
to all of its 14% Senior Discount Notes due 2009 (the "14% Notes",
CUSIP No. 65333FAC1).

In connection with this tender offer, Nextel Partners is also
soliciting consents to adopt amendments to the indenture under
which the 14% Notes were issued which would eliminate
substantially all restrictive covenants and certain event of
default provisions. This offer is being made subject to the terms
and conditions set forth in the Company's Offer to Purchase and
Consent Solicitation Statement dated June 12, 2003.

The consideration to be paid by Nextel Partners for each $1,000
principal amount at maturity of the 14% Notes validly tendered and
accepted for payment pursuant to the tender offer will be
$1,059.35 (the "Total Consideration"), including a consent payment
(the "Consent Payment") of $25 per $1,000 principal amount at
maturity of the 14% Notes that will be paid only for tendered 14%
Notes for which consents have been validly delivered and not
revoked prior to 5:00 p.m., New York City time, on June 20, 2003,
unless extended (the "Consent Date"). For 14% Notes validly
tendered prior to the Consent Date, it is anticipated that
settlement will take place on or about the next business day
following the Consent Date. Holders whose 14% Notes are validly
tendered after the Consent Date but prior to 5:00 p.m., New York
City time, on July 10, 2003, unless extended (the "Expiration
Date"), will not receive the Consent Payment with respect to such
14% Notes, but will instead receive the Total Consideration less
the Consent Payment, which is equal to $1,034.35 per $1,000
principal amount at maturity of the 14% Notes validly tendered.

Nextel Partners intends to finance the tender offer with the net
proceeds from an offering of $425 million of senior notes,
pursuant to Rule 144A and Regulation S under the Securities Act of
1933, together with other available funds. The securities to be
offered have not been registered under the Securities Act of 1933
and may not be offered or sold in the United States, absent
registration or an applicable exemption from such registration
requirements.

Nextel Partners' obligation to accept for purchase and to pay for
the 14% Notes validly tendered in the tender offer is conditioned
on, among other things, the satisfaction of a requisite consents
condition and a financing condition, each as described in more
detail in the Offer to Purchase and Consent Solicitation
Statement.

Nextel Partners has retained Credit Suisse First Boston and Morgan
Stanley to serve as the dealer managers and Mellon Investor
Services to serve as the information agent for the tender offer.

Requests for documents may be directed to Mellon Investor Services
by telephone at 800/522-6645 or 917/320-6286, or in writing at 44
Wall Street, 7th Floor, New York, New York 10005. Questions
regarding the tender offer should be directed to Credit Suisse
First Boston at 800/820-1653 or 212/538-8474, attention: Liability
Management Group, or Morgan Stanley at 800/624-1808 or 212/761-
1123, attention: Jeff Kelly.

Nextel Partners, Inc., (Nasdaq:NXTP), based in Kirkland, Wash.,
has the exclusive right to provide digital wireless communications
services using the Nextel brand name in 31 states where
approximately 53 million people reside. Nextel Partners offers its
customers the same fully integrated, digital wireless
communications services available from Nextel Communications
(Nextel) including digital cellular, text and numeric messaging,
wireless Internet access and Nextel Direct Connect(R) digital
walkie-talkie, all in a single wireless phone. Nextel Partners
customers can seamlessly access these services anywhere on
Nextel's or Nextel Partners' all-digital wireless network, which
currently covers 198 of the top 200 U.S. markets. To learn more
about Nextel Partners, visit http://www.nextelpartners.com

To learn more about Nextel's services, visit http://www.nextel.com

                         *  *   *

As previously reported, Standard & Poor's Ratings Services
assigned its 'CCC+' rating to the proposed $150 million
convertible senior notes due 2008 offered under Rule 144A with
registration rights by Kirkland-Washington-based wireless service
provider Nextel Partners Inc. The company expects the offering of
these new notes to close on May 13, 2003.

Standard & Poor's also affirmed its 'B-' corporate credit rating
on the company. The outlook remains stable. Nextel Partners had
total debt of over $1.4 billion at the end of first quarter of
2003, and the rating on the proposed new notes is one notch
lower than the corporate credit rating.


NRG ENERGY: Seeks Okay to Pay Prepetition Property Tax Claims
-------------------------------------------------------------
NRG Energy, Inc., and its debtor-affiliates own interests in power
generation facilities in more than 29 States and own other real
and personal property throughout the United States.  Under
applicable law, state and local governments in the jurisdictions
in which the Owned Properties are located are granted the
authority to levy taxes against the real and personal property.

According to Matthew A. Cantor, Esq., at Kirkland & Ellis, in New
York, the Debtors typically pay taxes on their real and personal
property during the months of June through September, in the
ordinary course as the taxes are invoiced.  Thus, the Debtors
owed taxes on their real and personal property for the 2002
calendar year as well as for the period January 1, 2003 through
the Petition Date, which taxes will be due and payable during the
summer 2004.

In addition, the law in most of the jurisdictions in which the
Owned Properties are located provides for the creation of a
statutory lien on the Owned Properties if the applicable Property
Taxes are not paid.  The statutory tax liens typically arise on
or relate back to a date prior to the due date of the tax bill.
This generally does not affect the enforceability of the tax lien
against a debtor or violate the automatic stay imposed by Section
362(a) of the Bankruptcy Code.

Thus, if applicable law provides for the creation of a lien upon
the failure to pay property taxes, that tax lien generally will
be perfected and enforceable against a debtor in bankruptcy
regardless of the date on which the lien is created.  Moreover,
many jurisdictions' statutes grant a tax lien priority over all
other liens imposed against the property.  In effect, most of the
state and local governmental authorities to which the Property
Taxes are owed likely hold oversecured claims against the
Debtors' estates.  Under Section 506(b) of the Bankruptcy Code,
these claims may accrue interest.  The Debtors believe that the
applicable statutory rates of interest for most of the
jurisdictions in which the Owned Properties are located range
from 10% to 18% per annum.

Even if the Property Tax Claims are unsecured, Mr. Cantor notes,
those claims most likely would be priority claims entitled to
payment prior to the general unsecured creditors.  To the extent
that the Property Taxes are entitled to eighth priority treatment
under Section 507(a)(8)(B) of the Bankruptcy Code, the
governmental units also may attempt to assess penalties.

Consequently, Mr. Cantos relates, payment of the Property Tax
Claims will:

     -- give the governmental entities no more than that to which
        they otherwise would be entitled under a plan of
        reorganization, and

     -- save the Debtors the potential interest expense that
        otherwise might accrue on the Property Tax Claims during
        these Chapter 11 cases.

Accordingly, the Debtors seek the Court's authority, in their
sole discretion, to pay the Property Tax Claims to avoid the
further accrual of interest and penalties with respect to the
taxes.  The Debtors estimate that, as of the Petition Date, the
aggregate amount of the undisputed Property Tax Claims assessed
prepetition, but some of which amount is due and payable after
the Petition Date, is approximately $89,000,000.

The Debtors also seek the Court's authority to pay, in their sole
discretion, the undisputed prepetition amounts they owed on
account of outstanding Property Tax Claims up to $70,000,000 when
the Property Tax Claims become due and payable in the ordinary
course of business, and to discharge any tax liens asserted
against the Debtors' property in connection with the claims.  The
Debtors will not pay any Property Tax Claims unless the
applicable governmental unit has perfected or, in the Debtors'
judgment, is capable of perfecting a valid, unavoidable lien on
account of its claim.

The Debtors represent that they have sufficient cash reserves,
approximately $214,500,000 as of the Petition Date, and will have
sufficient cash from ongoing operations to pay the amounts
described.  Some of the Debtors are also seeking approval of
approximately $250,000,000 debtor-in-possession credit facility
that will provide for the use of additional cash to satisfy
certain of the Property Tax Claims.

Moreover, the Debtors want the Court to authorize and direct all
banks and other financial institutions to receive, process,
honor, and pay any and all checks drawn on the Debtors' accounts
to pay prepetition Property Tax Claims. (NRG Energy Bankruptcy
News, Issue No. 4; Bankruptcy Creditors' Service, Inc., 609/392-
0900)

NRG Energy Inc.'s 8.700% bonds due 2005 (XEL05USA1), debtTraders
says, are trading at 44 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=XEL05USA1for
real-time bond pricing.


ORCHID BIOSCIENCES: Regains Compliance With Nasdaq Requirements
---------------------------------------------------------------
Orchid BioSciences, Inc. (Nasdaq: ORCH) announced that it has
received notice from Nasdaq indicating that the Company has
regained compliance with the $1.00 minimum bid price requirement
for continued listing on the Nasdaq National Market.

"We are pleased to see Orchid's substantive strategic, operational
and financial progress of the past several months beginning to be
reflected in the strengthening of our stock price," said Paul J.
Kelly, M.D., chief executive officer of Orchid. "We look forward
to taking the Company to its next stage of growth as we continue
to create greater value for Orchid shareholders."

Over the past several months, Orchid has undertaken restructuring
activities to significantly reduce its operating costs, strengthen
its financial resources and focus on higher-growth, higher-margin
genoprofiling segments where Orchid has built competitive
advantage.  Recent highlights include positive first quarter
financial results, whereby the Company continued to grow revenue
while reducing operating expenses; the completion of a $16 million
financing; and the appointment of Dr. Kelly as chief executive
officer.

"Regaining Nasdaq compliance is another milestone marking Orchid's
successful restructuring efforts to strategically refocus the
company and achieve financial stability," said Andrew P.
Savadelis, senior vice president of finance and chief financial
officer of Orchid.  "We look forward to building upon this
progress by further growing our revenues, reducing our losses and
achieving profitability, which remains on track for the fourth
quarter of this year."

As a result of Orchid regaining compliance with the requirements
for continued listing on the Nasdaq National Market, the Company's
Board of Directors has determined that it will not proceed with a
reverse stock split previously approved by its shareholders.

Orchid received a notice from Nasdaq in January 2003 indicating
that the Company had failed to maintain compliance with the $1.00
minimum bid price requirement under Marketplace Rule 4450(a)(5)
and that its common stock was subject to delisting from the Nasdaq
National Market.  Orchid subsequently made a formal appeal to
maintain the Company's listing on the Nasdaq National Market and a
hearing was held before a Nasdaq Listing  Qualifications Panel in
February 2003.  The Listing Qualifications Panel determined in
March 2003 that it would continue to list Orchid's common stock on
the Nasdaq National Market through June 24, 2003, to provide
additional time for the Company to make progress in strengthening
its business and its financial position and to implement a reverse
stock split, if necessary, to regain compliance.

                    About Orchid BioSciences

Orchid BioSciences is the leading provider of services and
products for profiling genetic uniqueness. Orchid's interlocking
strategic business units address distinctive markets that together
represent a unique balance of established, predictable growth,
such as forensic and paternity DNA testing, and large upside
potential, like pharmacogenetics-based personalized
healthcare. All leverage Orchid's network of accredited genotyping
laboratories, its leading technologies and its expertise in
genetic analysis. Orchid provides identity genomics testing for
forensics and paternity through Orchid Cellmark and Orchid
GeneScreen, and also provides public health genotyping services.
Orchid GeneShield is developing pharmacogenetics-based
programs designed to accelerate the adoption of personalized
healthcare. More information on Orchid can be found at
http://www.orchid.com.


ORION REFINING: Turns to Huron Consulting for Financial Advice
--------------------------------------------------------------
Orion Refining Corporation seeks for approval from the U.S.
Bankruptcy Court for the District of Delaware to hire Huron
Consulting Group LLC as its Restructuring Advisors in its chapter
11 case.

The Debtor relates that it is familiar with Huron's professional
standing and reputation. The Debtor understands that Huron has a
wealth of experience in providing assistance in restructurings and
reorganizations and enjoys an excellent reputation for services it
has rendered in large and complex Chapter 11 cases on behalf of
debtors and creditors throughout the United States.

Orion retained Huron on March 11, 2003.  Since this time, Huron
has developed a great deal of institutional knowledge regarding
the Debtor's operations, finance and systems. Such experience and
knowledge will be valuable to the Debtor in this Chapter 11 case.
Accordingly, the Debtor wishes to retain Huron to provide
assistance during this case.

The Debtor expects Huron Consulting to:

      a) assist Debtor to obtain Debtor In Possession financing
         including information and analyses required pursuant to
         the lenders' requests including, but not limited to,
         preparation for hearings regarding the use of cash
         collateral and DIP financing;

      b) assistance with the identification and implementation of
         short-term cash management procedures;

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

      d) assistance to the Debtor in the preparation of financial
         related disclosures required by the Court, including the
         Schedules of Assets and Liabilities, the Statement of
         Financial Affairs and Monthly Operating Reports;

      e) advisory assistance in connection with the development
         and implementation of key employee retention and other
         critical employee benefit programs;

      f) assistance with the identification of executory
         contracts and leases and performance of cost/benefit
         evaluations with respect to the affirmation or rejection
         of each;

      g) attendance at meetings and assistance in discussions
         with potential investors, banks and other secured
         lenders, the Creditors' Committee that may be appointed
         in this Chapter 11 case, the U.S. Trustee, other parties
         in interest and professionals hired by the same, as
         requested;

      h) assistance in the preparation of information and
         analysis necessary for the confirmation of a Plan of
         Reorganization in this Chapter 11 case;

      i) assistance in the preparation of information and
         analysis necessary for the sale of some or all of the
         Debtor's assets;

      j) assistance in the evaluation and analysis of avoidance
         actions, including fraudulent conveyances and
         preferential transfers; and

      k) render such other general business consulting or such
         other assistance as Debtor's management or counsel may
         deem necessary and are consistent with the role of a
         bankruptcy and restructuring advisor and not duplicative
         of services provided by other professionals in this
         proceeding.

Robert E. Ogle reports that Huron Consulting's hourly rates range
from:

           Managing Director       $450 - $600 per hour
           Director                $375 - $500 per hour
           Manager                 $250 - $400 per hour
           Associate               $175 - $275 per hour
           Analyst                 $120 - $190 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.


PACIFIC BIOMETRICS: Brings-In Michael Carrosino as New CFO
----------------------------------------------------------
Pacific Biometrics, Inc. (PBI) (OTCBB:PBME) added Michael
Carrosino to its management team as Chief Financial Officer.

Mr. Carrosino has over 20 years of experience in corporate
finance, working in organizations that range from start-ups to
global NYSE and NASDAQ companies. He has held positions with Cell
Therapeutics, Advanced Research Systems, America Online/SpryNet,
Esterline Technologies, ClassMates, and VacationSpot.com. Mr.
Carrosino is also a Board Member of the Northwest Association of
Bioscience Financial Officers and holds two degrees from Seattle
University. Most recently, he was Vice President of Finance at
Inologic, a biotechnology company in Seattle where he helped to
secure $1.5 million in private research funding and to close on $2
million in Series A Preferred Stock financing.

"Michael is a seasoned executive with strong financial leadership
and management skills and a solid track record at companies with
demonstrated growth and operational excellence," commented Ronald
Helm, CEO for PBI, "the breadth of experience he brings to PBI
will be key to the company's overall strategic and financial
success."

Established in 1989, PBI provides specialized central laboratory
and contract research services to support pharmaceutical and
diagnostic manufacturers conducting human clinical trial research.
The company provides expert services in the areas of
cardiovascular disease, osteoporosis, diabetes, and nutrition. The
PBI laboratory is accredited by the College of American
Pathologists and is one of only four U.S. based labs fully
approved and accredited by the Center for Disease Control as a
Cholesterol Reference Lab. Clients for PBI include many of the
world's largest pharmaceutical, biotech, and diagnostic companies.

As part of a recent asset purchase, Pacific Biometrics owns
several patented and patent-pending technologies, including an
advanced, proprietary, isothermal DNA amplification technology,
and gene-based tests involved in sterility testing and antibiotic
susceptibility testing.

For more information about Pacific Biometrics, visit the company's
website at http://www.pacbio.com

                          *   *   *

As reported in the Feb. 25, 2003 issue of the Troubled Company
Reporter, Pacific Biometrics will attempt to settle its
outstanding debts with cash generated from operations, with stock,
and/or with technology assets, if possible.  There can be no
assurance that the Company will be successful in these
negotiations and may have to seek protection from creditors under
the bankruptcy laws.


PAPER WAREHOUSE: US Trustee Names Official Creditors' Committee
---------------------------------------------------------------
The United States Trustee for Region 12 appointed 7 members to an
Official Committee of Unsecured Creditors in Paper Warehouse,
Inc.'s Chapter 11 cases:

        1. Halmark Marketing Corp
           Mail Drop #316
           P.O. Box 419535
           Kansas City, MO 64141
           Contact Person: Douglas E. Alderman
           Phone: (816) 274-5763

        2. Amscan Holdings, Inc.
           80 Grasslands Road
           Elmsford, NY 10523
           Contact Person: Michael Correale
           Phone: (914) 345-2020

        3. Mayflower Distributing Co.
           1155 Medallion Drive
           Mendota Heights, MN 55120
           Contact Person: Stephan A. Huston
           Phone: (800) 678-4892

        4. The Beistle Company
           1 Beistle Plaza
           P.O. Box 10
           Shippensburg, PA 17257-0010
           Contact Person: Patricia Lacy
           Phone: (717) 532-2131 Ext 306

        5. Advance Concrete Form, Inc.
           5102 Pflaum Road
           Madison, WI 53718
           Contact Person: Jeffrey L. Alexander
           Phone: (608) 222-8684

        6. U.S. Bank National Assoc.
           180 East Fifth Street
           St. Paul, MN 55101
           Contact Person: Timothy J. Sandell
           Phone: (651) 244-0713

        7. World Source, Inc.
           9220 James Avenue South
           Minneapolis, MN 55431-2315
           Contact Person: Dwight Lucht
           Phone: (952) 703-8880

The US Trustee designates Douglas E. Alderman as Acting
Chairperson of the Committee pending selection by the Committee
members of a permanent Chairperson.

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense. They may investigate the Debtors' business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent. Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest. If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee. If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Paper Warehouse, Inc., and its subsidiaries are retail stores
specializing in party supplies and paper goods filed for chapter
11 protection on June 2, 2003 (Bankr. Minn. Case No. 03-44030).
Michael L. Meyer, Esq., at Ravich Meyer Kirkman McGrath & Nauman
represents the Debtors in their restructuring efforts.  As of May
2, 2003, the Company listed $20,763,924 in total assets and
$26,546,615 in total debts.


PEAKSOFT: Enters Into Debt Conversion Deals with 10 Creditors
-------------------------------------------------------------
Tim Metz, President and CEO of PeakSoft Multinet Corp. (TSX V:
PKS) announces PeakSoft's entering into of debt conversion
agreements with 10 of its creditors, including those previously
announced on August 29, 2001. PeakSoft had entered into debt
conversion agreements as of December 21, 2000 and as of
August 1, 2001 with its creditors to settle debts to them which
aggregate to CDN $6,498,563 by agreeing to issue 21,155,071 common
shares priced at CDN $0.26 per share. These agreements provide
that the issuance of shares is subject to shareholder and/or
regulatory approval. PeakSoft also entered into a debt conversion
agreement dated as of 8 August 2002 with its President to settle
debts of CDN$385,958 by agreeing to issue 1,484,455 common shares
priced at CDN $0.26 per share. The agreement with Mr. Metz is
subject to shareholder and CDNX (TSX Venture Exchange) approval.
The settlement of these debts will eliminate a significant portion
of PeakSoft's indebtedness.

Of the CDN$6,884,521 of debt settled pursuant to the existing debt
conversion agreements, CDN$5,121,429 is owed to The Liverpool
Limited Partnership and Elliott International, L.P. Liverpool and
Elliott are institutional investment firms under common management
that together hold approximately 1,845,570 million (48%) of the
issued and outstanding shares of PeakSoft prior to the debt
settlement. The remaining $1,763,092 of debt is owed to 9
creditors, including Mr. Metz. As a result of the debt settlement,
Liverpool and Elliott will receive an additional 15,858,395
PeakSoft common shares.

In addition, under the debt conversion agreements with Elliott and
Liverpool, PeakSoft will transfer 431,989 common shares of
Inculab.com Inc. to Liverpool and Elliott, together with
PeakSoft's interest in the agreement by which the Inculab.com Inc.
shares were acquired and a related registration rights agreement.
The debt conversion agreements of Elliott and Liverpool provide
that a condition precedent in favor of Liverpool and Elliott to
accepting shares for debt is the requirement that all other
indebtedness of PeakSoft be exchanged for shares. Another
condition to these debt conversion agreements includes CDNX (TSX
Venture Exchange) approval of the issuance of  PeakSoft shares in
exchange for the indebtedness.

In July 2001, the board agreed that the directors of PeakSoft
(namely, Simon Arnison, Colin Morse and Timothy Metz) be paid an
aggregate amount of USD $150,000 in compensation for their time
and their efforts on the Company's behalf, subject to shareholder
and/or regulatory approval. The directors have been paid nothing
for their efforts on behalf of the shareholders. PeakSoft entered
into debt settlement agreements with each of its three directors
in May, 2002 to settle the above debts of US $50,000 each
(aggregate US $150,000) by agreeing to issue 291,111 common shares
priced at CDN $0.26 per share to each of the three directors.
These agreements with Messrs Arnison, Morse and Metz were also
subject to similar terms and conditions as the debt settlements
previously announced on 29 August 2001. The debt represented by
these agreements was forgiven during the 2nd. Quarter 2003 and the
respective debt conversion agreements were cancelled.

PeakSoft also entered into a debt settlement agreement with Mr.
Metz dated as of 22 January 2003 to settle debts of CDN $461,874
by agreeing to issue 1,776,437 common shares priced at CDN $0.26
per share. This agreement with Mr. Metz was also subject to the
similar terms and conditions as the debt settlements previously
announced on 29 August 2001. The 22 January 2003 Agreement was
cancelled on 9 May 2003.

The debt conversion agreements with Liverpool, Elliott and Mr.
Metz are considered "related party transactions" under Ontario
Securities Commission Rule 61 501 ("OSC Rule 61 501") and TSX
Venture Policy 5.9 ("Policy 5.9"). As a result, these debt
conversion agreements are subject to PeakSoft shareholder
"minority approval" and the valuation requirements under OSC Rule
61 501 and Policy 5.9.

With respect to the Liverpool and Elliott debt conversion
agreements, PeakSoft is relying on the "financial hardship"
exemption from the valuation requirements of OSC Rule 61 501 and
the corresponding exemption in Policy 5.9. OSC Rule 61 501 states
that the exemption is available if: (1) PeakSoft is insolvent or
in serious financial difficulty; (2) the transactions are designed
to improve the financial position of PeakSoft; (3) the
"bankruptcy, insolvency or reorganization" exemption under such
rule is not applicable; and (4) the board of directors of
PeakSoft, acting in good faith, determines, and not less than two
thirds of the independent directors of the PeakSoft, acting
in good faith, determine that paragraphs (1) and (2) are
applicable and that the terms of the transactions are reasonable
given PeakSoft's circumstances.

PeakSoft's board of directors, two of which are currently
independent (as defined under OSC Rule 61 501), have determined
that PeakSoft had a working capital deficiency of approximately
CDN$6.58 million as of 31 December 2002 and was therefore
technically insolvent, that the debt settlement transactions
were designed to improve the financial position of PeakSoft by
facilitating the entering into of a merger, acquisition or
financing transaction with a third party, and that the terms of
the debt conversion agreements were reasonable given PeakSoft's
circumstances.

With respect to the 2002 debt conversion agreement of Mr. Metz,
PeakSoft is relying on the "$500,000" exemption from the valuation
requirements in accordance with section 5.6(13), as of the date
such transaction was agreed to the fair market value of the debt
owed by PeakSoft was less than CDN$500,000.

It is currently anticipated that PeakSoft will have 26,470,500
shares outstanding upon the subsequent issuance of shares pursuant
to the existing debt conversion agreements. Of this total, it is
anticipated that Elliott will own approximately 8,851,983 shares
(33.44%), Liverpool will own approximately 8,851,983 shares
(33.44%) and Mr. Metz will own 1,522,688 shares (5.75%). Based on
oral discussions with Liverpool and Elliott, it was the
understanding that the issuance of common shares under the debt
conversion agreements would be done in conjunction with PeakSoft
entering into a merger, acquisition or financing transaction with
a third party.

Tim Metz, PeakSoft's Chairman, explains, "We have entered into
these debt conversion agreements, which are subject to applicable
shareholder and/or regulatory approval, in order to position
PeakSoft in a more favorable posture. We believe that this will
enhance our efforts regarding a merger/acquisition/new financing".

PeakSoft Multinet Corp. is an Internet/Software development
company and is fully reporting in Canada and the United States.
Its shares are currently subject to cease trade orders imposed by
the Alberta, British Columbia and Ontario securities commissions
for failing to file certain financial statements. It is listed on
the Toronto Venture Exchange (PKS), however, it is currently
suspended as a result of these cease trade orders; PeakSoft is
headquartered in Bellingham, Washington.

The Company's balance sheet is upside-down by about CDN$6.5 at
March 31, 2003.


PENTON MEDIA: Shares to Commence Trading at OTC Bulletin Board
--------------------------------------------------------------
Penton Media, Inc. (NYSE:PME) -- whose December 31, 2002
balance sheet shows a net capital deficit of about $61 million
-- announced that it has received notice from the New York Stock
Exchange that it will begin delisting procedures of the Company's
common stock. Trading on the NYSE will continue until the
Company's stock begins trading on the Over-the-Counter Bulletin
Board. The Company does not plan to challenge the delisting.

The NYSE reached its decision because Penton has been unable to
comply with the NYSE's continued listing criteria, which include
minimal levels for stock price, market capitalization, and
shareholders' (book) equity. The NYSE is taking this action at
this time because the Company has been unable to increase its book
equity to the minimum listing requirements.

Penton has been executing on a business plan to return to and
remain in compliance with the NYSE's continued listing standards.
The NYSE accepted Penton's plan in December 2002. The Company has
been successfully executing on most parts of the plan including
achieving a substantial increase in its liquidity and improving
the Company's financial performance as was evident with its first-
quarter results.

"Everyone at Penton has worked diligently to achieve the goals
outlined in our business plan, and we have been pleased with our
progress," said Thomas L. Kemp, Penton chairman and chief
executive officer. "Unfortunately, increasing the book equity of
the business within the timeframe of the NYSE was the most
difficult minimum-listing requirement to cure." Penton fell below
the Exchange's minimum-listing requirement for shareholders'
equity in the third quarter of last year as a result of impairment
charges required by the new accounting rules for goodwill
amortization.

"We have been pleased with the improvement in the Company's
financial performance this year despite the economic uncertainty
that has continued to restrain the recovery in our core markets of
technology and manufacturing," said Kemp. "We are well positioned
for significant leverage in our operating profits when our core
markets recover."

"The NYSE's action is disappointing but understandable, and we
anticipate no effect on our current operations or financial
performance," Kemp added. "Nor will we alter our strategic focus
on recovering shareholder value by increasing our sales across all
our media channels, aggressively managing expenses and providing
our customers with the high-quality, trustworthy media products
they rely on for the information they need."

Penton expects that its common stock will begin trading on the
OTCBB under a new ticker symbol on June 17, the date of suspension
from the NYSE. The OTCBB is a regulated quotation service that
displays real-time quotes, last-sale prices and volume information
for over-the-counter equity securities. Information on the OTCBB
can be found at http://www.otcbb.com

"We were pleased by our first-quarter performance, and we are
optimistic that it signifies stability and market improvement,"
Kemp said. "We have positioned Penton to take full advantage when
our markets do rebound. B2B media constitute a vital, resilient
industry that has proved its value in linking buyers and sellers
and providing the information that business executives need.
Penton represents the best of that industry."

Penton Media is a leading, global business-to-business media
company that produces market-focused magazines, trade shows and
conferences, and a broad offering of online media products.
Penton's integrated media portfolio serves the following
industries: Internet/broadband; information technology;
electronics; natural products; food/retail; manufacturing;
design/engineering; supply chain; aviation; government/compliance;
mechanical systems/construction; and leisure/hospitality.


PETCO ANIMAL: Opening New Harrisonburg, VA Store on June 20
-----------------------------------------------------------
PETCO Animal Supplies, Inc. (Nasdaq: PETC) announces the grand
opening of the new Harrisonburg, VA store, located at 253 Burgess
Road, Friday, June 20 through Sunday, June 22.  Animal lovers in
the area have already embraced the new store, and PETCO associates
hope this three-day celebration will help even
more pets and their people discover all that they have to offer.

There will be plenty for Harrisonburg's pet lovers to see and do
over the weekend, from pet photography and PETCO obedience
training information, to Doggie Olympics and premium pet food
demonstrations.  The event will feature entertainment for the kids
as well, including clown fun, free refreshments, a coloring
contest and hamster races.  In addition, to demonstrate the
store's commitment to adoptions, local animal welfare groups will
be on hand to find loving homes for orphaned companion animals.

As part of the effort to encourage adoptions, PETCO stores offer
Adoption Gift Booklets to new pet parents.  All the new pet
parents have to do is take their adoption papers to any PETCO, and
they will receive a free gift booklet with savings of up to $180
on store products and services to help welcome their new family
member home.

"We've already received a tremendous response from this
community," says Store General Manager Ronald Osborne.  "There is
a lot of excitement surrounding this new store, and this weekend
celebration is going to really help us introduce ourselves to
Harrisonburg in style."

The 15,000 square foot store features a small animal and reptile
area, fresh and saltwater fish aquariums, a bird area and a
grooming salon.  Store hours are 9 a.m. to 9 p.m., Monday through
Saturday and 10 a.m. to 6 p.m. Sunday.

To find the Harrisonburg store, or to see a list of the scheduled
grand opening activities, visit PETCO's Web site at
http://www.petco.com

PETCO is a leading specialty retailer of premium pet food,
supplies and services. It operates 617 stores in 43 states and the
District of Columbia, as well as a leading destination for on-line
pet food and supplies.

PETCO Animal Supplies' May 3, 2003 balance sheet shows a total
shareholders' equity of about $63,000 up from a deficit of about
$11 million recorded at February 1, 2003.


PHILIP SERVICES: UST Appoints 5 Creditors' Committee Members
------------------------------------------------------------
The United States Trustee for Region 6 appointed 5 members to an
Official Committee of Unsecured Creditors in Philip Services
Corporation's Chapter 11 cases:

        l. Safway Steel Scaffolds Co. of Pittsburgh
           Attn: Richard M. Ogle, 501 Robb Street
           McKees Rocks, Pennsylvania, 15136
           412-771-3779, 412-771-3889
           rogle@safwaypitt.com

        2. Metal Management, Inc.
           Attn: Michael R. Rywalski
           500 N. Dearborn Street, Suite 405
           Chicago, Illinois, 60610
           312-644-8636, 312-645-0714
           mrywalski@mtlm.com

        3. Tidal Tank, LLC
           Attn: Chris Swinbank
           P. O. Box 1321, Baytown, Texas 77522
           281-4287290, 281-428-8588
           chriss@tidaltank.com

        4. Homrich, Inc.
           Attn: Roger I. Homrich
           200 Matlin Road, Carleton, Michigan 48117
           734-654-9800 ext. 11, 734-654-3116
           rogerh@homrichinc.com

        5. Caterpillar World Trading Corporation
           Attn: Carl Ross/Terry Wiley
           100 N. E. Adams St., Peoria, Illinois
           309-494-0517/309-494-0516, 309-494-0526
           ross_carl_a@cat.com / wiley_terry-g@cat.com

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense. They may investigate the Debtors' business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent. Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest. If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee. If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Philip Services Corporation, a holding company which owns directly
or indirectly a series of industrial and metals services companies
that operate throughout North America, filed for chapter 11
protection with its debtor-affiliates on June 2, 2003 (Bankr. S.D.
Tex. Case No. 03-37718).  John F. Higgins, IV, Esq., at Porter &
Hedges represents the Debtors in their restructuring efforts.
When the Company filed for protection from its creditors, it
listed $613,423,000 in total assets and $686,039,000 in total
debts.


PRINCETON VIDEO: Selling Substantially All Assets for $10.5 Mil.
----------------------------------------------------------------
Princeton Video Image, Inc., tells the U.S. Bankruptcy Court for
the District of New Jersey that it intends to sell substantially
all of its assets.  Consequently, the Debtor asks the Court to
approve the Asset Purchase Agreement it entered with PVI Virtual
Media Services.

The Debtor and its financial advisors explored several
alternatives to strengthen its financial position over the course
of approximately 10 months including:

      a) raising additional capital; and

      b) exploring various merger or joint venture opportunities,
         in each case with the hope that, if consummated, there
         would be a significant improvement in the Debtor's
         financial strength.

In light of its liquidity crisis and the absence of any other
viable options, during the past month, the Debtor has engaged in
discussions with Presencia en Medios, S.A. de C.V., the owner of
21% of the Debtor's common stock and PVI Holding, LLC, subsidiary
of Cablevision Systems who owned 22% of the Debtor's common stock,
in an effort to address the Debtor's current severe liquidity
crisis.  The discussions then turned, in the absence of other
acceptable alternatives, to negotiating in good faith and at arms-
length for the sale of the Debtor's assets in a going concern
basis.

These discussions resulted in an agreement whereby PVI Virtual
Media Services, a Delaware limited liability company formed by
Holding and Presencia, has agreed to:

      a) purchase substantially all of the Debtor's assets for
         consideration that the Debtor believes has a value of
         approximately $10,500,000; and

      b) provide postpetition, debtor-in-possession financing in
         the principal amount of $1,876,000 to fund operations
         and all expenses of administration during the
         contemplated three-to-four month sale process.

The Purchase Price for the Purchased Assets shall be comprised of:

      i) a credit bid of the Secured Loan Credit Amount, which
         includes the Pre-Petition Loan Amount and all amounts
         due under the DIP Facility, plus

     ii) $200,000 in cash, from which the Debtor will pay
         estimated Cure Amount, less

    iii) any transfer and/or sales taxes, which are subject to
         adjustment based upon the Bankruptcy Court's
         consideration of certain issues.

Presencia will also waive its Cure Amount for the assumption and
assignment of its executory contracts and PVMS will assume
liabilities under the Assumed Agreements from the date of the
Closing forward-- calculated to exceed $3,500,000.  It is
anticipated that after payment of the Cure Amount there will
remain a cash fund which can be distributed pursuant to a
confirmed plan to priority and unsecured creditors.

In general terms, the Purchase Agreement provides for PVMS to
acquire all claims of Cablevision/Holding and Presencia under the
Prepetition Notes immediately prior to the proposed Closing and to
"credit bid" this amount, together with all outstanding
liabilities of the Debtor to PVMS under the DIP Facility.

Under the terms of the Purchase Agreement, the Asset Sale is
subject to the proposed auction process, which is designed to
encourage outside bidding and yield the highest and best bid for
the Purchased Assets. The Auction procedures are devoid of the
usual considerations demanded by a "stalking horse" that would
chill bidding.  There is no break-up fee or expense reimbursement,
the initial overbid is relatively low and the proposed sale notice
period is longer than the bankruptcy rules require.

All bids and competing overbids must be in cash.  In order for
overbids to PVMS's credit bid to be considered, the competing
bidder must post a cash deposit equal to 10% of its purchase
price. In its end, PVMS is not obligated to post a deposit.  Any
initial overbid to PVMS's credit bid at the auction shall be in
the sum of at least the Purchase Price, plus a Topping Offer of
$75,000.

In light of all the efforts exerted by the Debtor and the
willingness of PVMS, Presencia and Cablevision/Holding to support
a full, fair and open Auction, and the lack of an acceptable
alternative transaction, the Debtor believes the Transaction is in
the best interests of creditors and interested parties while under
the protection of the Bankruptcy Court.

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


REPUBLIC TECH: Court OKs Sale of Idled Plant to BVV Acquisition
---------------------------------------------------------------
The U. S. Bankruptcy Court in Akron, Ohio, has approved the sale
of the idled Republic Technologies cold finish plant in Beaver
Falls, PA, to BVV Acquisition, LLC, an investor group led by
Mark H. Breedlove.  The closing is expected to be completed by
June 30, 2003.

A "launch team" has been formed in preparation for re-opening the
plant later this summer.

"The plant will concentrate on engineered specialty products, such
as cold drawn alloy and aircraft alloy rectangles and square bars;
standard shapes in carbon and alloy grades that require special
applications such as surface finish, tolerances, or special edges;
and cold drawn special shapes," says Mr. Breedlove.  "We plan to
expand the types of material produced to include stainless steel,
tool steel and high speed steel and we will employ a full
complement of trained die makers and operators to provide
customers with precision cold drawn products in a size range
unequaled in North America."

"Early market response has been encouraging," Mr. Breedlove
reports. "Our plan is to place special emphasis on the former
customers of Republic Technologies and Moltrup Steel, who may have
been without a source of supply for some products since the plants
closed."

Mr. Breedlove credited the support of local and state
organizations and the United Steelworkers of America as major
contributors in putting the idled plant back to work.  "The
community was severely impacted by the closing of the Republic
Technologies and Moltrup Steel plants in 2002," Mr. Breedlove
says.  "Our plan is to initially employ up to 40 people."

Anyone interested in additional information about the products the
facility will produce should call Frank Cremeens at 800-777-1533,
or fax prints or specifications to 724-774-4069.

Mark H. Breedlove was formerly President and a board member of
Qualitor, Inc., a privately-held company serving the automotive
and truck parts markets. Before Qualitor, Mr. Breedlove held
numerous executive positions at AlliedSignal, including President
of Allied's Friction Materials strategic business unit, a member
of the company's executive committee and an Allied corporate
officer.

Republic Technologies International, prior to filing for
Bankruptcy protection on April 2, 2001 (Bankr. N.D. Ohio Case
No. 01-51117), was the nation's largest producer of high-quality
steel bars. Shawn M. Riley, Esq., Matthew A. Salermo, Esq., and
R. Christopher Salata, Esq., at McDonald Hopkins Co, L.P.A.
represent the Debtors in their liquidating efforts.


SAFETY-KLEEN: Selling Motor Vehicles to U.S. Bancorp for $5.8MM
---------------------------------------------------------------
As part of their efforts to streamline operations, reduce costs,
and resolve whether to assume or reject existing prepetition
executory contracts prior to emergence from bankruptcy, the
Safety-Kleen Corp. Debtors and their professionals entered into
complex negotiations with all of their vendors of leased
transportation equipment.  According to Michael W. Yurkewicz,
Esq., at Skadden Arps, in Wilmington, Delaware, the specialized
nature and use -- i.e., hazardous material movement - of the
Debtors' fleet limits their ability to rent or enter into short-
term lease arrangements.  As such, the fleet has traditionally
been owned or leased under financial leasing arrangements.

During the review process, Safety-Kleen Systems, Inc. necessarily
reviewed its relationship with U.S. Bancorp Equipment Finance
formerly known as U.S. Bancorp Leasing & Financial, and their
Equipment Lease Agreement.  The six equipment schedules, which
include 686 vehicles, under the Equipment Lease Agreement are set
to expire, or expired, between October 1, 2002 and December 1,
2004.  Upon expiration of the equipment schedules, Systems is
obligated to either:

         (a) return the vehicles to U.S. Bancorp and allow them to
             sell the vehicles -- with considerable requirements
             governing the condition and location of the
             equipment, or

         (b) purchase the vehicles at a negotiated fair market
             value.

In addition, SKC and Services entered into certain Guaranty
Agreements in U.S. Bancorp's favor in connection with the
Equipment Lease Agreement.

Upon completing its review of the Debtors' relationship with U.S.
Bancorp, management engaged in significant negotiations over the
terms and conditions of the ongoing contractual arrangement
between U.S. Bancorp and Systems.  Ultimately, Systems achieved
favorable contract terms by offering to purchase the vehicles
subject to the Equipment Lease Agreement under a financing
agreement with U.S. Bancorp.

As a result of the successful negotiations with U.S. Bancorp, the
parties contemplate:

         (a) The Equipment Lease Agreement and Guaranty
             Agreements will be terminated; and

         (b) All equipment under the Equipment Lease Agreement
             will be sold to System for approximately $5,800,000,
             comprised of an initial payment equal to $1,000,000
             and a term loan for $4,800,000.

Accordingly, the Safety-Kleen Debtors ask Judge Walsh to authorize
Safety-Kleen Systems, Inc., to enter into an Agreement for the
Sale of Motor Vehicles with U.S. Bancorp.

Systems also seeks the Court's permission to sign a Loan and
Security Agreement with U.S. Bancorp, and to reject the Equipment
Lease Agreement dated September 30, 1998, between Systems and U.S.
Bancorp.

Furthermore, Systems and U.S. Bancorp propose to release and
expunge certain claims, including all of the proofs of claim filed
by U.S. Bancorp against Systems and Safety-Kleen Services, Inc.
This includes claims related to the Equipment Lease Guaranty
Agreements dated September 30, 1998, signed by Laidlaw
Environmental Services, Inc., doing business as SKC, and Services
in U.S. Bancorp's favor, and claims for rejection damages relating
to Systems' rejection of the Equipment Lease Agreement.

                      The Financing Terms

The terms of the financing are:

         -- $4,800,000 financed under an asset-based arrangement
            with U.S. Bancorp over 11 quarters;

         -- Interest rate equal to 5.25% fixed for full term of
            note;

         -- Quarterly payments equal to $433,200;

         -- No prepayment penalty; and

         -- Systems can sell any vehicle and U.S. Bancorp will
            apply the proceeds to the principal.

                      Benefits to Estates

Entering into the Sale and Loan Agreements will provide
approximately $3,400,000 in present value savings versus the
current lease arrangement.  This substantial savings is primarily
due to Systems' avoidance of all residual payments and payment
amounting to $2,900,000 less per year under the Loan Agreement
than the Equipment Lease Agreement.  Systems also avoids having to
replace the vehicles with new vehicles, which are more costly to
buy or lease and are not likely to provide substantial costs
savings over the leased vehicles to justify their immediate
purchase.

Moreover, Systems avoids the return and replacement costs and
service disruptions by purchasing the leased vehicles.  Due to the
specialized nature of the vehicles and the nature of their use,
many of the types of vehicles that Systems employs could not be
temporarily replaced with rental or short-term lease vehicles.
Also, rejection of the vehicles would likely require Systems to
incur additional cleaning, repair, and return costs.

                     The Vehicle Purchase Terms

The salient terms of the vehicle purchase are:

          (a) Conveyance By Seller.  U.S. Bancorp agrees to
              convey, and Systems agrees to purchase, all of
              U.S. Bancorp's right, title, and interest in the
              Motor Vehicles.  Systems acknowledges that it is
              already in possession of the Motor Vehicles.  The
              parties intend that the conveyance will effect a
              transfer of ownership of the Motor Vehicles to
              Systems free and clear of all liens, security
              interests, encumbrances, and other rights and
              interests, except for the security interest granted
              to U.S. Bancorp in the Loan Agreement.

          (b) Purchase Price.  Systems agrees to pay to U.S.
              Bancorp $5,800,000 without offset in immediately
              available funds.

          (c) Limitation of U.S. Bancorp Liability.  Except with
              respect to liability arising out of U.S. Bancorp's
              willful misconduct, in no event will U.S. Bancorp
              be liable to Systems under any theory of tort,
              contract, strict liability or other legal or
              equitable theory for any lost profits, exemplary,
              punitive, special, incidental, indirect, or
              consequential damages suffered by Systems, each of
              which is excluded by agreement of the parties,
              regardless of whether or not SK Systems has been
              advised of the possibility of damages.
              Notwithstanding anything in the Sale Agreement
              to the contrary, U.S. Bancorp's liability to Systems
              for breach of the Sale Agreement will not exceed the
              amount of the Purchase Price received by U.S.
              Bancorp from Systems.

          (d) Mutual Releases.  U.S. Bancorp will release Systems,
              Services, SKC, and their officers, directors,
              employees, and agents, and Systems, Services, and
              SKC will release U.S. Bancorp and its officers,
              directors, employees, and agents, from any and all
              claims each may have against the other and their
              respective officers, directors, employees, and
              agents arising out of or in connection with the
              Equipment Lease Agreement, including without
              limitation, claims by U.S. Bancorp against Services
              and SKC under the Guaranty Agreements.

          (e) Proofs of Claim.  The Proofs of Claim will be
              released and expunged and Trumbull will be directed
              to make revisions to the official claims register as
              necessary to reflect this release.

                             The Loan Agreement

The salient terms of the Loan Agreement are:

          (a) The Loan.  U.S. Bancorp agrees to make a term loan
              to Systems in the principal amount equal to
              $4,800,000.  The Loan will be fully advanced on the
              date of the Loan Agreement, and will be used by
              Systems solely to purchase the Motor Vehicles under
              the Sale Agreement.

          (b) Security.  As security for the payment of the Loan,
              Systems grants to U.S. Bancorp a security interest
              in the Motor Vehicles, whether now owned by Systems
              or in which Systems obtains rights, and all
              proceeds.

          (c) Systems will keep the Collateral free and clear of
              all liens, charges, and encumbrances except:

                (i) those in U.S. Bancorp's favor, and

               (ii) a subordinate lien in the Collateral in favor
                    of:

                    (A) the lenders who provided DIP financing
                        to Systems in the Debtors' bankruptcy
                        case, and

                    (B) the lenders who provide the senior
                        credit facility to Systems following
                        confirmation of its plan of
                        reorganization by the Bankruptcy Court;

              provided that such liens are subordinated to the
              security interest in the Collateral in U.S.
              Bancorp's favor on terms satisfactory to U.S.
              Bancorp.

                   Sound Business Justification

The Debtors assure Judge Walsh that the "sound business
justification" test for his approval of these agreements is
satisfied.  The Debtors contemplated various options with regard
to the Equipment Lease Agreement, including both assigning and
rejecting without replacing the Equipment Lease Agreement, and
determined that entering into the Sale and Loan Agreements is the
most cost-efficient way for Systems to continue to serve customers
without disruptions.  Systems anticipates saving over $3,000,000
by entering into the Sale and Loan Agreements, while avoiding the
difficulties of vehicle replacement.

          Bankruptcy Code and Exit Financing Permit Systems
                       To Sign Loan Agreement

Having determined that financing was available only on a secured
basis for the loan obligation, the Debtors negotiated the Loan
Agreement at arm's length and under their business judgment, which
is to be accorded deference so long as it does not run afoul of
the provisions of and policies underlying the Bankruptcy Code.

When considering financing, the Court's discretion is to be
exercised on grounds that permit reasonable business judgment to
be exercised so long as the financing agreement does not contain
terms that leverage the bankruptcy process and powers, or its
purpose is not so much to benefit the estate as it is to benefit a
party-in-interest.

Since the Loan Agreement does not leverage the bankruptcy process
and the arrangement will greatly benefit Systems' estate, the
Court should approve Systems' entry into the Loan Agreement.

The Amended and Restated Debtor-in-Possession Credit Agreement,
initially dated June 11, 2002, between SK Services, the Several
Lenders from Time to Time Parties to the Agreement, The Toronto
Dominion Bank Houston Agency, Toronto Dominion (Texas), Inc. and
The CIT Group/Business Credit, Inc. permits Systems to enter into
the Loan Agreement.  The Credit Agreement allows Systems to incur
indebtedness to finance the acquisition of fixed or capital assets
in an aggregate principal amount not exceeding $5,000,000 at any
one time outstanding. Since the Loan Agreement is for $4,800,000,
the Debtors are in compliance with the Credit Agreement.

           Equipment Lease Agreement Should Be Rejected

By rejecting the Equipment Lease Agreement, Systems will enter
into a new, more favorable arrangement, which will save Systems
$3,400,000. Also, SKC and Services will be released from their
obligations under the Guaranty Agreements.

Pursuant to the Sale Agreement, U.S. Bancorp has agreed to release
any and all claims in connection with the Equipment Lease or
Guaranty Agreements, including proofs of claim, rejection damages,
actions, causes of action, suits, rights of setoff or recoupment,
debts, obligations, liabilities, accounts, damages, defenses or
demands whatsoever, known or unknown, contingent, fixed,
unliquidated or disputed, of any nature, that U.S. Bancorp has
asserted or could assert against any of the Debtors.

             The Sale Agreement As A Settlement

Settlements and compromises are "a normal part of the process of
reorganization" and are "strongly favored over litigation".  In
determining whether to approve a settlement, a bankruptcy court
should consider:

         (1) the probability of success;

         (2) the likely difficulties in collection;

         (3) the expense, inconvenience and delay
             necessarily involved; and

         (4) the paramount interest of the creditors.

Under the Sale Agreement, U.S. Bancorp will release Systems,
Services, and SKC from any claims arising out or in connection
with the Equipment Lease Agreement, including claims relating to
the Guaranty Agreement. Further, U.S. Bancorp will waive any
Rejection Damages in connection with the Equipment Lease
Agreement.  This agreement benefits the estates and their
creditors, and should be approved. (Safety-Kleen Bankruptcy News,
Issue No. 58; Bankruptcy Creditors' Service, Inc., 609/392-0900)


SIEBEL SYSTEMS: Discloses Annual Meeting's Prelim. Vote Results
---------------------------------------------------------------
Siebel Systems, Inc. (Nasdaq:SEBL), a leading provider of
eBusiness applications software, announced the preliminary results
of stockholder votes cast at the company's 2003 annual meeting.
Stockholders voted with company management to reelect three board
members, approve the 2003 employee stock purchase plan, ratify
KPMG LLP as independent auditors for 2003, and defeat two
nonbinding resolutions submitted by stockholder groups.

"The stockholders have spoken, and it is clear that the
stockholders, company management, and the Board of Directors are
well aligned in their views on these important issues," said
Kenneth Goldman, Senior Vice President, Finance and Administration
and Chief Financial Officer, Siebel Systems.

Proposal 1 -- Election of Directors: Siebel Systems stockholders
reelected three board members whose three-year terms expired this
year: Co-Founder Patricia House, age 48, who has been with Siebel
Systems since its inception in July 1993 and has served as Vice
Chairman since January 2001; Eric Schmidt, age 48, Chairman and
Chief Executive of Google and a Director of Siebel Systems since
May 1996; and A. Michael Spence, Ph.D., age 58, Nobel laureate and
former Dean of the Graduate School of Business at Stanford
University and a Director of Siebel Systems since October 1995.

Proposal 2 -- Approval of 2003 Employee Stock Purchase Plan:
Siebel Systems' stockholders also approved the 2003 Employee Stock
Purchase Plan, which encourages employees to build long-term
stockholder value and aligns the interests of employees with
stockholders.

Proposal 3 -- Ratification of Selection of Independent Auditors:
Siebel Systems' stockholders ratified KPMG LLP as independent
auditors for the year ending December 2003, confirming the
nomination of the Audit Committee and Board of Directors.

Proposal 4 -- Stockholder Proposal Regarding Equity Policy: By a
substantial margin of 26 percent, with preliminary votes cast of
62 percent against and 36 percent for the proposal, stockholders
defeated the proposal submitted by the College Retirement Equity
Fund (CREF) that requested that the Siebel Systems Board adopt an
equity policy designating the intended use of equity in management
compensation programs and requiring that a portion of stock option
grants be performance-based.

Proposal 5 -- Expensing of Stock Options: By a substantial margin
of 33 percent, with preliminary votes cast of 65 percent against
and 32 percent for the proposal, stockholders voted against
expensing stock options, soundly defeating a proposal by AFSCME
Employees Pension Plan.

"Siebel Systems' compensation policies were developed based on
independent industry data and approved by an independent
Compensation Committee comprised of world-class professionals,"
said Goldman. "Our stockholders sent a clear vote of confidence
and support for these policies."

                       About Siebel Systems

Siebel Systems, Inc. is a leading provider of eBusiness
applications software, enabling corporations to sell to, market
to, and serve customers across multiple channels and lines of
business. With more than 3,500 customer deployments worldwide,
Siebel Systems provides organizations with a proven set of
industry-specific best practices, CRM applications, and business
processes, empowering them to consistently deliver superior
customer experiences and establish more profitable customer
relationships. Siebel Systems' sales and service facilities are
located in more than 28 countries.

                             *   *   *

As reported in Troubled Company Reporter's April 29, 2003
edition, Standard & Poor's Ratings Services affirmed its 'BB'
corporate credit and 'B+' subordinated ratings on Siebel Systems
Inc. At the same time, Standard & Poor's revised the company's
outlook to negative from stable, reflecting a large decline in
license revenues amid a still-challenging software spending
environment.


SIEBEL SYSTEMS: Publishes Open Letter to AFSCME Re Proposal 5
-------------------------------------------------------------
Siebel Systems, Inc. (Nasdaq:SEBL), a leading provider of
eBusiness applications software, published an open letter to the
American Federation of State, County and Municipal Employees
regarding interactions pertaining to proposal 5, a stockholder
proposal on the June 11 annual meeting ballot that calls for the
adoption of a policy to recognize the cost of employee and
director stock options in Siebel Systems' income statement.


                                       June 11, 2003

Richard Ferlauto
American Federation of State,
    County and Municipal Employees ("AFSCME")
1625 L Street, N.W.
Washington, D.C. 20036

Dear Richard:

      Since AFSCME submitted its stockholder proposal in November
2002, we have had approximately a half-dozen substantive
conversations with AFSCME representatives in which we have sought
opportunities to understand the concerns underlying your proposal.
We have offered to meet with you. We have offered to give you
direct access to our senior management team. We have offered to
give you direct access to our Board of Directors. We have
repeatedly made every effort to understand your issues and address
them in the most constructive and productive manner possible.

      You have rejected all of our offers. You have elected instead
to treat this important matter of corporate policy as a media
circus. Avoiding all substantive and deliberate discussion, you
have consistently elected to manipulate the press and our proxy
process to draw attention to your general criticisms of executive
compensation, which have little or no relation to the substance
of your accounting-oriented stockholder proposal.

      Consistent with your previous actions, we now learn that you
have arranged for a labor protest at our 2003 Annual Stockholders
Meeting today. This seems fairly absurd when one considers that
the value of the time spent by AFSCME and its members in planning
and executing today's protest will likely be substantially
greater than the total value of AFSCME's investment in Siebel
Systems common stock.

      We respect AFSCME's First Amendment rights to free speech and
assembly, and will be hospitable and courteous to any AFSCME
members or staff who appear at today's meeting. Nevertheless, I
would encourage you to reconsider whether a protest will add any
legitimate value to the dialogue over stock option expensing.
Stock option expensing is a complex issue that deserves a healthy
and thorough intellectual debate, not theatrics. We truly hope
that you will treat this issue, the process of corporate
governance and our stockholders with an appropriate level of
respect.

      As you have refused all offers to meet with Siebel Systems to
discuss and resolve this matter, we can only conclude that your
agenda does not relate to Siebel Systems but rather to some other
agenda which you refuse to discuss with us. We hope that in the
future you will extend the same level of integrity and
professional courtesy that we have extended to you and to all
other stockholders of Siebel Systems.

                                       Sincerely,

                                       Jeffrey T. Amann

                                       Senior Vice President
                                          and General Counsel

Siebel Systems, Inc. is a leading provider of eBusiness
applications software, enabling corporations to sell to, market
to, and serve customers across multiple channels and lines of
business. With more than 3,500 customer deployments worldwide,
Siebel Systems provides organizations with a proven set of
industry-specific best practices, CRM applications, and business
processes, empowering them to consistently deliver superior
customer experiences and establish more profitable customer
relationships. Siebel Systems' sales and service facilities are
located in more than 28 countries.


SIRIUS: Appoints David J. Frear as New Chief Financial Officer
--------------------------------------------------------------
SIRIUS (Nasdaq: SIRI), the premier satellite radio broadcaster and
only service delivering uncompromised coast-to-coast music and
entertainment for your car and home, announced the appointment of
David J. Frear as Executive Vice President and Chief Financial
Officer.

Frear, an executive with extensive experience as a CFO for various
public companies, will join SIRIUS on June 16 and will report
directly to the company's President and CEO, Joseph P. Clayton.

"David is the experienced CFO that we need at SIRIUS as we
continue to grow the business," said Clayton.  "His considerable
knowledge of public company financial operations, combined with
his solid reputation within the financial community, will be of
great benefit to SIRIUS, and we look forward to having him join
our team."

"I've been following the development of SIRIUS for over 10 years
and am thrilled to join the company at this particular time," said
Frear.  "The combination of its compelling product, strong
management team, and prominent automotive, retail and product
development partners, signals great things for the future of this
new industry and for this company.  I can't wait to get started."

Prior to joining SIRIUS, Frear was Executive Vice President and
CFO for SAVVIS Communications, a global managed network services
provider with operations in 44 countries.  At SAVVIS, Frear was
recruited to develop the business plan, build the company's staff
and take the new global data communications company public in a
$400 million offering in February 2000. His responsibilities
included accounting, treasury, tax, investor relations, insurance,
planning, and telco cost control.

Frear also served as Senior Vice President and Chief Financial
Officer for Orion Network Systems in Rockville, Maryland, and was
recruited to the international satellite services company
following the restructuring of Millicom, where he also served as
CFO.

Joining Orion prior to the start of commercial operations, Frear
assisted the company in raising over $850 million to fund the
construction of the company's global satellite system.  He also
played an important role in the company's $1.5 billion purchase by
Loral Space and Communications.

In addition to serving as Chief Financial Officer for Millicom in
New York City, Mr. Frear also held management positions at Bear,
Stearns & Company, Credit Suisse, Transway International and
Deloitte & Touche.

Frear received an MBA from the University of Michigan, Graduate
School of Business Administration, in Ann Arbor, Michigan.

SIRIUS is the only satellite radio service bringing listeners
more than 100 streams of the best music and entertainment coast-
to-coast.  SIRIUS offers 60 music streams with no commercials,
along with over 40 world-class sports, news and entertainment
streams for a monthly subscription fee of only $12.95, with
greater savings for upfront payments of multiple months or a
year or more.  Stream Jockeys create and deliver uncompromised
music in virtually every genre to our listeners 24 hours a day.
Satellite radio products bringing SIRIUS to listeners in the
car, truck, home, RV and boat are manufactured by Kenwood,
Panasonic, Clarion and Audiovox, and are available at major
retailers including Circuit City, Best Buy, Car Toys, Good Guys,
Tweeter, Ultimate Electronics, Sears and Crutchfield.  SIRIUS is
the leading OEM satellite radio provider, with exclusive
partnerships with DaimlerChrysler, Ford and BMW.  Automotive
brands currently offering SIRIUS radios in select new car models
include BMW, MINI, Chrysler, Dodge, Jeep(R), Nissan, Infiniti
and Mazda.  Automotive brands that have announced plans to
offer SIRIUS in select models include Ford, Lincoln, Mercury,
Mercedes-Benz, Jaguar, Volvo, Audi, Volkswagen, Land Rover and
Aston Martin.

On May 22, Standard & Poor's Ratings Services assigned its
'CCC-' rating to the 31/2% Convertible Notes, and also raised
its corporate credit rating on Sirius Satellite Radio Inc. to
'CCC' from 'D', stating, "The rating actions and the stable
outlook reflect the company's improved capital structure and
liquidity following its recent recapitalization," according to
Standard & Poor's.


SLATER STEEL: UST Schedules Section 341(a) Meeting on July 11
-------------------------------------------------------------
The United States Trustee will convene a meeting of Slater Steel
U.S., Inc., and its debtor-affiliates' creditors on July 11, 2003,
10:00 a.m., at J. Caleb Boggs Federal Building, 2nd Floor,
844 King Street, Wilmington, Delaware 19801. This is the first
meeting of creditors required under 11 U.S.C. Sec. 341(a) in all
bankruptcy cases.

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

Slater Steel U.S., Inc., a mini mill producer of specialty steel
products, filed for chapter 11 protection on June 2, 2003 (Bankr.
Del. Case No. 03-11639).  Daniel J. DeFranceschi, Esq., and Paul
Noble Heath, Esq., at Richards Layton & Finger represent the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed estimated assets of
over $10 million and debts of more than $100 million.


SPARTAN STORES: Closes Sale of L&L/Jiroch & J.F. Walker Units
-------------------------------------------------------------
Spartan Stores, Inc. (Nasdaq:SPTN) completed the previously
announced sale of its L&L/Jiroch and J.F. Walker convenience
distribution subsidiaries to Knoxville, Tennessee based The H.T.
Hackney Co. Net proceeds from the transaction have been used to
reduce Spartan's outstanding bank borrowings.

Commenting on the sale, Spartan's President and Chief Executive
Officer Craig C. Sturken said, "We are pleased to have completed
the transaction with H.T. Hackney. Our outstanding debt balance
continues to improve and our full managerial and capital resources
are now being applied to the core retail grocery and distribution
businesses."

Spartan Stores, Inc. (Nasdaq:SPTN) Grand Rapids, Michigan, owns
and operates 81 supermarkets and 21 deep-discount drug stores in
Michigan and Ohio, including Ashcraft's Markets, Family Fare
Supermarkets, Food Town, Glen's Markets, Great Day Food Centers,
Prevo's Family Markets and The Pharm. The Company also distributes
more than 40,000 private-label and national brand products to more
than 330 independent grocery stores.

                         *   *   *

As previously reported, Standard & Poor's assigned its single-
'B' rating to Spartan Stores Inc.'s planned $200 million senior
subordinated note offering due in 2012. These notes will be used
to refinance a portion of the company's senior secured debt. The
company operates retail food stores and is a wholesale food
distributor. A double-'B'-minus corporate credit rating was also
assigned to Grand Rapids, Michigan-based Spartan. The outlook is
negative. Pro forma total debt is expected to be about $330
million.


STANDARD COMMERCIAL: Declares Quarterly Cash Dividend
-----------------------------------------------------
Standard Commercial Corporation (NYSE: STW) reported its Board of
Directors has declared a quarterly cash dividend of six and one
quarter cents ($0.0625) per share on the common shares of the
Company, payable on July 15, 2003 to common shareholders of record
at the close of business on June 30, 2003.

STANDARD COMMERCIAL is the world's third largest leaf tobacco
dealer and among the top international wool trading companies.  It
operates in virtually every tobacco and wool producing country and
sells worldwide to tobacco manufacturers and wool users.

As reported in the Troubled Company Reporter's December 5, 2002
edition, Standard & Poor's raised its corporate credit and senior
secured ratings on Standard Commercial Corp. and its wholly owned
subsidiary, Standard Commercial Tobacco Co., Inc (guaranteed by
Standard Commercial Corp.), to 'BB+' from 'BB'. At the same time,
the subordinated debt rating on Standard Commercial Corp., was
raised to 'BB-' from 'B+'.

Total rated debt is about $110 million at Dec. 3, 2002.

The outlook is stable.


STEEL DYNAMICS: Shelf Registration in re 4% Sub Notes Effective
---------------------------------------------------------------
Steel Dynamics, Inc., (Nasdaq: STLD), whose corporate credit is
rated by Standard & Poor's at 'BB-', announced the effectiveness
of its "shelf" registration statement, filed with the Securities
and Exchange Commission on Form S-3.  The statement registered the
resale of up to the full $115 million of the company's 4%
Convertible Subordinated Notes due 2012, as well as the
approximately 6,762,874 shares of the company's common stock that
are issuable upon conversion of the notes.

The company issued the 4% Convertible Subordinated Notes on
December 23, 2002 and January 3, 2003 in an offering exempt from
registration under the Securities Act of 1933.  Under a
registration rights agreement dated December 23, 2002 among the
company and the initial purchasers of the notes, who resold the
notes in offerings exempt from registration under Rule 144A under
the Securities Act, the company was obligated to file this
registration statement to permit registered resales of the notes
and the shares of common stock underlying the notes.


SUNBLUSH: Inks Share Buy-Back Agreement with Access Subsidiary
--------------------------------------------------------------
The SunBlush Technologies Corporation announces that it has
entered into a Share Purchase Agreement with its 50% owned
subsidiary, Access Flower Trading Inc. which will allow Access to
buy back the 50% share interest presently held by SunBlush.

The sale is subject to Regulatory approval and the approval of
the SunBlush shareholders, at an Extraordinary Shareholders
meeting to be held July 15, 2003 following the scheduled Annual
General Meeting. In support of the sale, SunBlush is arranging
for a Fairness Opinion from a Chartered Financial valuator.

The purchase price is US$2,450,000 cash, subject to Access
raising the funds for the purchase. As part of the agreement,
SunBlush will also receive a dividend of US$220,000.

The proceeds from this sale will be used to reduce SunBlush's
financial liabilities, and allow SunBlush to concentrate on the
business of licensing its core technologies.

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, and extends the shelf life of fresh produce,
flowers and juices, thereby enabling economic distribution of
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.


TENFOLD CORP: Ratifies Tanner + Co.'s Employment as Auditors
------------------------------------------------------------
TenFold(R) Corporation (OTC Bulletin Board: TENF), provider of the
Universal Application(TM) platform for building and implementing
enterprise applications, announced the results of shareholder
voting at the annual meeting of shareholders held Tuesday, June
10th at the Marriott Courtyard Hotel in Sandy, Utah.

Shareholders elected Jeffrey L. Walker and Richard H. Bennett, Jr.
to the Company's Board of Directors until the 2005 Annual
Stockholders Meeting. Shareholders also ratified the appointment
of Tanner + Co. LLP as the Company's independent auditors for the
fiscal year ending December 31, 2003.

In addition, shareholders approved amendments to the Company's
1999 Stock Plan as recommended by management in TenFold's Proxy
Statement.

                     About TenFold

TenFold (OTC Bulletin Board: TENF) licenses its breakthrough,
patented technology for applications development, the Universal
Application(TM) platform, to organizations that face the daunting
task of replacing legacy applications or building new applications
systems. Unlike traditional approaches, where business and
technology requirements create difficult IT bottlenecks, Universal
Application technology lets a relatively small, primarily non-
technical, business team design, build, deploy, maintain, and
upgrade new or replacement applications with extraordinary speed
and limited demand on scarce IT resources. For more information,
call (800) TENFOLD or visit http://www.10fold.com.

                          *   *   *

On February 10, 2003, TenFold Corporation dismissed its
independent accountant, KPMG LLP, and engaged the services of
Tanner + Co., as the Company's new independent accountant for
its last fiscal year ending December 31, 2002 and its current
fiscal year ending December 31, 2003. The Audit Committee of the
Company's Board of Directors approved the dismissal of KPMG and
the appointment of Tanner as of February 10, 2003.

KPMG's audit report on such financial statements as of and for
the fiscal year ended December 31, 2001 contained a separate
paragraph stating, in relevant part: "The accompanying
consolidated financial statements and related financial
statement schedule have been prepared assuming that the Company
will continue as a going concern.  The Company suffered a
significant loss from operations during the year ended December
31, 2001, has a substantial deficit in working capital and
stockholder's equity at December 31, 2001, had negative cash
flow from operations for the year ended December 31, 2001 and is
involved in significant legal proceedings that raise substantial
doubt about its ability to continue as a going concern."


TENNECO AUTOMOTIVE: Prices $350,000,000 of Senior Secured Notes
---------------------------------------------------------------
Tenneco Automotive Inc. (NYSE: TEN) said it had priced a private
offering of $350,000,000 of 10.25% Senior Secured Notes due July
15, 2013. The lenders under the Company's existing senior credit
facility have agreed to allow the Company to use the net proceeds
of the transaction to the Company, expected to be about $338
million, (i) first, to repay approximately $199 million
outstanding under the term loan A portion of the facility, in
direct order of maturity of the upcoming amortization payments,
(ii) second, to repay approximately $52 million outstanding under
the term loan B and term loan C portion of the facility, pro rata
in direct order of maturity of the upcoming  amortization
payments, and (iii) third, to repay outstanding
borrowings under the revolving credit portion of the facility
without reducing the commitments therefor.  After giving effect to
this use of proceeds, the Company expects the offering will
increase its annual interest expense by approximately $19 million.

The notes will be senior secured obligations of Tenneco Automotive
and will mature July 15, 2013 with interest payable semi-annually
beginning on January 15, 2004.  The notes will be guaranteed by
each of Tenneco Automotive's material domestic wholly-owned
subsidiaries.  The notes and guarantees will be secured by a
second priority lien, subject to certain exceptions, on
substantially all the assets of Tenneco Automotive and of the
subsidiary guarantors, respectively, that secure obligations under
Tenneco Automotive's senior credit facility.

Tenneco Automotive is offering the notes in reliance upon an
exemption from registration under the Securities Act of 1933 for
an offer and sale of securities that does not involve a public
offering.  The notes have not been registered under the Securities
Act and may not be offered or sold in the United States absent
registration or an applicable exemption from
registration.  This news release does not constitute an offer to
sell or the solicitation of an offer to buy any security and shall
not constitute an offer, solicitation or sale in any jurisdiction
in which it would be unlawful. Closing of the offering is subject
to market and other conditions.


TEXAS NEW MEXICO: Fitch Assigns BB+ Rating to $250MM Senior Notes
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to Texas New Mexico
Power Company's issuance of $250 million of 6.125% senior notes
due 2008. The Rating Outlook is Stable. Proceeds from the issuance
will be used to reduce loans outstanding under the company's bank
revolving credit facility. While the notes bear a five year
maturity, it is anticipated that they will be redeemed in 2005
with the proceeds of stranded cost securitization.

The assigned rating incorporates TNMP's relatively stable
financial performance and low risk business profile while also
considering the relationship between the regulated utility and its
affiliate, First Choice Power. TNMP and FCP share a bank revolving
credit facility under which FCP's borrowings are guaranteed by
TNMP. TNMP is currently subject to a $75 million limitation on
guarantees imposed by the New Mexico Public Regulation Commission.
Fitch recently downgraded TNMP's ratings acknowledging the
constrained liquidity and reduced profits of its parent TNP and it
affiliate FCP, and the financial links between TNMP and FCP.

TNP's consolidated financial results have been adversely affected
by losses at FCP and slower than anticipated debt reduction. FCP
is a retail electric provider (REP) created under Texas'
restructuring legislation to provide retail supply service to both
price to beat and competitive customers. Due to a significant
disruption in FCP's hedging program during 4th quarter 2002
through March of this year, FCP is likely to experience
significant incremental purchased power costs during 2003,
although this exposure is now limited by call options and
contracts.

Despite the challenges facing the consolidated group, the Stable
Outlook reflects significant improvements in hedging commodity
risk and recent modifications to the parent's bank facility that
reduces the likelihood of covenant defaults. The rating and
Outlook assume that the company will achieve additional financing
to provide liquidity at FCP and TNMP.

Going forward, significant parent level debt reduction or FCP's
achievement of standalone access to external financing could lead
to favorable rating action at TNMP. Conversely, additional
liquidity pressure at FCP as a result of increased competition or
unpredictable customer demand, inability to execute on the
financing plan, or a markedly adverse rate case beyond
expectations, could result in a negative rating action.

TNMP is an electric utility with about 238,000 customers in Texas
and New Mexico. In New Mexico, TNMP operates as a fully integrated
electric utility, although it doesn't own any generation. FCP
provides retail supply service to customers both in TNMP's service
territory and in other parts of the state and does not own any
generation.


TRIMAS CORPORATION: Cequent Group Acquires Chem-Chrome, Inc.
------------------------------------------------------------
TriMas Corporation announced that its Cequent Transportation
Accessories Group has acquired Chem-Chrome, Inc., a provider of
zinc plating services.  Chem-Chrome is headquartered in Schofield,
Wis. and has been a longtime processor for Cequent's Trailer
Products division.  Financial terms were not disclosed.

"This is a logical and immediately accretive acquisition for our
Cequent operating group," said Grant Beard, TriMas president and
CEO.  "With our recent acquisition of HammerBlow Corporation, the
purchase of Chem-Chrome became an easy decision.  Cequent will be
able to achieve significantly higher utilization and productivity
rates at the Chem-Chrome plant as a result of moving substantially
all of our zinc plating requirements to this now captive facility.
This anticipated improvement in asset utilization and productivity
makes the economics of this transaction particularly appealing."

The acquired Chem-Chrome assets will be integrated into Cequent's
Trailer Products operations in central Wisconsin.

"Chem-Chrome's zinc plating operations have long been a critical
part of the total manufacturing process for our Trailer Products
division," said Scott Hazlett, Cequent president.  "Having
purchased HammerBlow Corporation earlier this year, the product
mix and aggregate volumes made a compelling case to bring this
process in-house.  We are excited to now own and control this
important piece of the manufacturing value chain and look forward
to quickly integrating the Chem-Chrome plating assets into our
Trailer Products business."

Plymouth, Mich.-based Cequent, a TriMas company, is an operating
group that is a leading designer, manufacturer and marketer of a
broad range of accessories for light trucks, sport utility
vehicles, recreational vehicles, passenger cars and trailers of
all types.  Products include towing and hitch systems, trailer
components and accessories, and electrical, brake, cargo-
carrying and rack systems.  The group consists of five operating
units: Cequent Towing Products, Cequent Trailer Products, Cequent
Consumer Products, Cequent Electrical Products and Cequent
Australia.

Headquartered in Bloomfield Hills, Mich., TriMas is a diversified
growth company of high-end, specialty niche businesses
manufacturing a variety of products for commercial, industrial and
consumer markets worldwide.  TriMas is organized into four
strategic business groups: Cequent Transportation
Accessories, Rieke Packaging Systems, Fastening Systems and
Industrial Specialties.  TriMas has nearly 5,000 employees at 80
different facilities in 10 countries.  For more information, visit
http://www.trimascorp.com

As reported in the Troubled Company Reporter's May 29, 2003
edition, Moody's Investors Service took several rating actions on
TriMas  Corporation. Outlook is now negative from stable.

                     Assigned Rating

      * B1 - Proposed $90 million increase to the Tranche B
        term loan facility

                    Confirmed Ratings

      * B1 - Senior implied rating

      * B2 - Senior unsecured issuer rating

      * B1 - $150 million senior secured revolving credit facility,
             due November 15, 2007,

      * B1 - $350 million term loan B, due November 15, 2009,

      * B3 - $438 million 9.875% senior subordinated notes,
             due 2012

Moody's ratings mirror the company's high leverage, weak results
and constrained liquidity.


UAL CORP: Fifth Third Seeks Stay Lift to Make IAA Payments
----------------------------------------------------------
Fifth Third Bank, Indiana, as Indenture Trustee, seeks relief
from the automatic stay to free trust funds held for the
Indianapolis Airport Authority Special Facility Revenue Bonds,
Series 1995 A (United Airlines, Inc. Indianapolis Maintenance
Center Project), with $220,705,000 outstanding.

On December 1, 1991, United Airlines entered into a Master Lease
for facilities at the Indianapolis Airport.  United also entered
into a Trust on June 1, 1995, as a guaranty of Bonds for
construction and improvement of facilities at the Indianapolis
Airport.  The Trust created a Bond Fund and a Construction Fund.

William W. Kannel, Esq., at Mintz, Levin, Cohn, Ferris, Glovsky &
Popeo, in Boston, Massachusetts states that United rejected its
interest in the Master Lease with the IAA, thereby relinquishing
its interest in the Facility.  Therefore, if United ever had an
interest in the Funds, it surely does not now.

The Terms of the Construction Fund Trust Indenture are
unambiguous -- United can only use money from the Construction
Fund to pay costs of construction at the Facility or make
interest payments on the Bonds.  Similarly, the Bond Fund can be
used only to pay indebtedness on the Bonds.  Only if United pays
all amounts due under the Master Lease, will it have any
remaining interest in the Bond Fund.

Mr. Kannel asserts that since United has abandoned the Facility
and rejected its related agreements, it has no interest in either
the Construction Fund or the Bond Fund.  United has no legal or
equitable interest in the Funds as they are held in an express
trust for the Bondholders.  Therefore, the Funds are not property
of the estate and the automatic stay does not apply to them.
(United Airlines Bankruptcy News, Issue No. 20; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


US AIRWAYS: CWA Designates Maggie Jacobsen to Serve on Board
------------------------------------------------------------
US Airways Group, Inc. announced that Magdalena (Maggie) Jacobsen
has been appointed to its 15-member board of directors.  She
replaces Morton Bahr, who held the position on an interim basis
until the Communications Workers of America (CWA) designated its
permanent representative.

"Maggie is a dynamic individual with a highly impressive and well-
rounded background both in government and private sector work.
She has board experience and will be a critical bridge between
labor and management in her new role, and is a welcome addition to
our board of directors," said Dr. David Bronner, US Airways Group,
Inc. board chairman and chief executive officer of the Retirement
Systems of Alabama.

Jacobsen currently runs a private consulting firm.  Her employment
experience includes: chairwoman/board member of the National
Mediation Board; commissioner, Federal Mediation and Conciliation
Service; director, employee relations division for the City and
County of San Francisco; manager of labor relations, flight
department of Continental Airlines; and secretary treasurer and
local officer of the Air Line Pilots Association, Flight
Attendants Division.

She holds a M.S. degree in Human Resources Management from Golden
Gate University; and a B.S. degree in Organizational Behavior from
the University of San Francisco.  She also holds certificates in
labor studies from both Harvard University and the AFL-CIO Labor
Studies Program.


VIDEO COMPUTER: 6,800 Victims Share $1.2 Mil. in Consumer Fraud
---------------------------------------------------------------
Pennsylvania Attorney General Mike Fisher announced the approval
of a $1.2 million U.S. Bankruptcy Court settlement involving
"Video Computer Store" of Bucks County and its owner, who were
accused of selling computer systems to 6,800 consumers nationwide
without delivering some or all of the products ordered. The
settlement represents one of the largest consumer restitution
awards recovered in U.S. Bankruptcy Court by Fisher's Bureau of
Consumer Protection.

"My office followed the defendants into U.S. Bankruptcy Court and
fought to recover monies that rightfully belonged to victims,"
Fisher said. "This is a significant victory for thousands of
consumers who had little chance of recovering their losses. It
also serves notice to companies who choose bankruptcy as a way to
avoid litigation that my office will hold them accountable for
harming consumers."

Fisher said the settlement, approved by Judge Diane Weiss Sigmund
of the U.S. Bankruptcy Court for the Eastern District of
Pennsylvania, ends several lawsuits filed by his Bureau of
Consumer Protection.

Fisher said in March 2001, a lawsuit was filed against Computer
Personalities Systems Inc., doing business as Video Computer
Store, 6310 Easton Road, Pipersville, and company president George
Capell. A second suit was filed in June 2001 against Direct 2 U
Network, Inc., also owned by defendant Capell.

The lawsuits accused the defendants of advertising and selling
thousands of computer systems to consumers without shipping some
or all of the products ordered. The defendants were also accused
of ignoring consumers' demands to either send the products or
refund their deposits or full payments. Other allegations included
failure to honor the companies' warranty, guarantee, cancellation,
refund and rebate claims.

Investigators said the defendants from 1998 through March 2001
advertised the computer systems on the Internet and through
nationally broadcasted "infomercials." The ads offered the sale of
computer packages, including the computer unit, monitor, mouse,
printer, scanner and web or video camera. Consumers complained
that they never received their full orders or received incorrect,
defective or damaged items.

Fisher said several days after his office filed legal action, the
defendants sought protection in U.S. Bankruptcy Court. The
Commonwealth then filed a third lawsuit to ensure that its claims
would not be dismissed in Bankruptcy Court.

Under the terms of the settlement, $1.2 million will be paid into
a settlement fund which will be used for consumer restitution.
Pending Commonwealth Court approval, the defendants are banned
from violating Pennsylvania's Consumer Protection Law and
defendant Capell is forever barred from owning a business in
Pennsylvania that solicits orders from consumers or sells good or
services related to computers, computer components and
accessories.

To date, 6,800 consumers located in all 50 states plus Puerto Rico
and Canada have filed complaints with Fisher's Office.
Approximately 780 of those complaints were received from consumers
located in Pennsylvania.

Fisher said consumers who have already filed an official complaint
with his office are eligible for restitution from the settlement
fund. Those who have not filed complaints must file before June
21, 2003 to be considered a candidate for the settlement funds.
Electronic complaint forms and additional information on the
settlement are available at http://www.attorneygeneral.gov

The $1.2 million fund will be distributed on a pro-rata basis.

In order to be eligible to receive a portion of the settlement
funds, consumers must fill out a claim questionnaire that will be
mailed directly to them by the Settlement Fund Administrator. The
completed questionnaire must be returned to the address provided
for the Settlement Fund Administrator. The questionnaire should
not be returned to the Bureau of Consumer Protection.

"Those eligible for restitution will also receive a letter from my
office as a reminder to fill out and return the questionnaire,"
Fisher said. "While no settlement in this case would have brought
about a 100 percent refund to victims, our goal is to ensure that
everyone who lost money recoups some of those losses."

Fisher noted that the case was handled by Deputy Attorney General
Thomas J. Blessington of his Bureau of Consumer Protection Office
in Philadelphia.


VISTA HEALTH: Universal Health to Buy Three California Hospitals
----------------------------------------------------------------
Universal Health Services, Inc. (NYSE: UHS) announced that it has
signed an agreement to purchase the assets of three acute care
hospitals from Vista Health System including the 228-bed Corona
Regional Medical Center located in Corona, California, 112-bed
French Medical Center located in San Louis Obispo and 65-bed
Arroyo Grande Community Hospital located in Arroyo Grande.

The purchase of these hospitals will be subject to both bankruptcy
and customary regulatory approvals. Closing of the transaction is
expected to take place within the next nine to twelve months.

Universal Health Services, Inc. is one of the nation's largest
hospital companies, operating acute care and behavioral health
hospitals, ambulatory surgery and radiation centers nationwide, in
Puerto Rico and in France. It acts as the advisor to Universal
Health Realty Income Trust, a real estate investment trust (NYSE:
UHT).


WEIRTON STEEL: Taps FTI Consulting for Financial Advice
-------------------------------------------------------
Pursuant to Rule 2014(a) of the Federal Rules of Bankruptcy
Procedure and under Section 327(a) of the Bankruptcy Code,
Weirton Steel Corporation seeks the Court's authority to employ
FTI Consulting, Inc. as its financial advisor in this Chapter 11
case in accordance with that certain Engagement Contract dated as
of April 8, 2003, by and between FTI and Weirton.

Mark E. Freedlander, Esq., at McGuireWoods LLP, in Pittsburgh,
Pennsylvania, informs the Court that FTI will provide financial
advisory services as FTI and Weirton deem appropriate and
feasible in order to advise Weirton in the course of this Chapter
11 case.  Specifically, FTI is expected to:

     (a) evaluate major revenue assumptions and enhancement
         initiatives;

     (b) identify and analyze major cost improvement programs;

     (c) evaluate forecasted versus historical results;

     (d) assess forecasts of working capital and other balance
         sheet items;

     (e) assist in analyzing capital structure and strategic
         alternatives;

     (f) review and analyze short-term liquidity;

     (g) review bank covenants and assist with lender negotiations;

     (h) assist Weirton in the preparation of financial related
         disclosures required by the Court, including the Schedules
         of Assets and Liabilities, the Statement of Financial
         Affairs and Monthly Operating Reports;

     (i) assist in developing accounting and operating procedures
         to segregate prepetition and postpetition business
         transactions;

     (j) assist with the identification of executory contracts and
         leases and performance of cost/benefit evaluations with
         respect to the assumption or rejection of each;

     (k) assist in the preparation of financial information for
         distribution to creditors and others, including, but not
         limited to, cash receipts and disbursement analysis,
         analysis of various asset and liability accounts, and
         analysis of proposed transactions for which Court approval
         is sought;

     (l) attend meetings and provide support for other professional
         advisors in discussions with potential investors, banks
         and other secured lenders, any official committees
         appointed in this Chapter 11 case, the U.S. Trustee, other
         parties-in-interest and professionals hired by the same,
         as requested;

     (m) assist Weirton in responding to and tracking
         reclamation claims;

     (n) assist management and the claims agent in evaluating
         supporting documentation necessary to properly validate
         claims;

     (o) assist in the preparation of information and analysis
         necessary for the confirmation of a Plan of Reorganization
         in this Chapter 11 case;

     (p) assist in the evaluation and analysis of potential
         avoidance actions, including fraudulent conveyances and
         preferential transfers;

     (q) provide testimony on various matters, as requested;

     (r) provide other accounting and financial advisory and claims
         management services consistent with FTI's role in this
         matter as may be required or requested by Weirton or
         its counsel; and

     (s) render other general business consulting or other
         assistance as the Debtor's management or counsel may deem
         necessary that are not duplicative of services provided by
         other professionals in this proceeding.

Weirton is familiar with FTI's professional standing and
reputation.  Weirton understands that FTI has a wealth of
experience in providing accounting and financial advisory
services in restructurings and reorganizations.  In fact, prior
to the Petition Date, FTI was engaged to provide financial
advisory services to Weirton.  During this engagement, FTI has
developed a great deal of institutional knowledge regarding
Weirton's operations, finances and systems.  This experience and
knowledge will be valuable to Weirton in its efforts to
reorganize.  In addition, FTI's professionals have significant
experience in providing restructuring advice in the metals
industry.

Michael C. Buenzow, FTI Senior Managing Director, attests that
FTI:

     (i) has no connection with Weirton, its creditors or other
         parties-in-interest in this case;

    (ii) does not hold any interest adverse to the Debtor's
         estate; and

   (iii) believes it is a "disinterested person" as defined by
         Section 101(14) of the Bankruptcy Code and is otherwise
         eligible to be retained under Section 327 (a) of the
         Bankruptcy Code.

Furthermore, FTI will conduct an ongoing review of its files to
ensure that no conflicts or other disqualifying circumstances
exist or arise.  If any new facts or circumstances are
discovered, FTI will supplement its disclosure to the Court.

FTI intends to apply to the Court for allowance of compensation
and reimbursement of expenses for financial advisory services in
accordance with the applicable laws.  The customary hourly rates
for the financial advisory services to be rendered by FTI are:

    Senior Managing Directors   $525 - 595
    Managing Directors           475 - 525
    Directors                    370 - 450
    Consultants                  290 - 345
    Associates                   185 - 265
    Administrative                85 - 120

Pursuant to the terms of the engagement contract, Weirton agrees
to consider an additional value-added fee that would be based on
FTI's contribution to the successful restructuring of the
Company.  The value-added fee, if any, will not exceed $500,000.

Mr. Freedlander asserts that FTI should be employed under a
general retainer because of the level and complexity of the
services that will be required during these proceedings.  As of
the Petition Date, FTI held a $150,000 retainer, which will be
applied to FTI's final invoice for this engagement.

Also, the Standard Terms and Conditions attached to the
Engagement Contract generally provide that Weirton agrees to
indemnify and hold harmless FTI and its affiliates, and their
past, present and future directors, officers, shareholders,
employees, agents and controlling persons from and against any
and all losses, claims, damages, costs, expenses or liabilities
in connection with the services provided by FTI under the
Engagement Contract, except to the extent finally determined to
have resulted from FTI's own willful misconduct, gross negligence
or fraudulent behavior.

Mr. Freedlander reports that under the Engagement Contract,
Weirton and FTI:

     (a) agreed that any controversy or claim with respect to,
         in connection with, arising out of, or in any way related
         to this application of the services FTI provided to
         Weirton, including any matters involving a successor-in-
         interest or agent of Weirton or of FTI, will be governed
         by and brought in the Bankruptcy Court or in the District
         Court for the Northern District of West Virginia if the
         District Court withdraws the reference;

     (b) consent to the Court's jurisdiction and venue as the sole
         and exclusive forum for the resolution of claims, causes
         of actions or lawsuits;

     (c) waive trial by jury; and

     (d) agreed not to raise or assert any defense based on
         jurisdiction, venue, abstention or otherwise to the
         jurisdiction and venue of the Bankruptcy Court or the
         District Court of the Northern District of West Virginia.
         (Weirton Bankruptcy News, Issue No. 3; Bankruptcy
         Creditors' Service, Inc., 609/392-0900)


WESTAR ENERGY: Will Webcast Shareholders Meeting on Monday
----------------------------------------------------------
On June 16, 2003, Westar Energy, Inc. (NYSE:WR) will conduct its
2003 Annual Meeting of Shareholders at Maner Conference Center in
Topeka. The audio of the meeting will be Webcast over the Westar
Energy homepage at http://www.wr.com

The meeting and webcast will begin at 11 a.m. Eastern Time (10
a.m. Central).

     Event:      Westar Energy 2003 Annual Meeting of Shareholders

     Date:       June 16, 2003

     Time:       11 a.m. Eastern (10 a.m. Central)

     Location:   1) Maner Conference Center at the Kansas
                    Expocentre or

                 2) Log on to the webcast at http://www.wr.com

     A replay of the meeting will be available on the Westar Energy
     Web site.


Westar Energy, Inc. (NYSE:WR) is the largest electric utility in
Kansas and owns interests in monitored security and other
investments. Westar Energy provides electric service to about
653,000 customers in the state. Westar Energy has nearly 6,000
megawatts of electric generation capacity and operates and
coordinates more than 36,600 miles of electric distribution and
transmission lines. The company has total assets of approximately
$6.6 billion, including security company holdings through
ownership of Protection One, Inc. (NYSE:POI) and Protection One
Europe. Through its ownership in ONEOK, Inc. (NYSE:OKE), a Tulsa,
Okla.- based natural gas company, Westar Energy has a 27.5 percent
interest in one of the largest natural gas distribution companies
in the nation, serving more than 1.9 million customers.

For more information about Westar Energy, visit the company's Web
site at http://www.wr.com

                         *   *   *

As reported in Troubled Company Reporter's April 2, 2003
edition, Standard & Poor's Ratings Services said that its
ratings on Westar Energy Inc. (BB+/Developing/--) and subsidiary
Kansas Gas & Electric Co. (BB+/Developing/--) would not be
affected by the company's announcement of an annual loss of
$793.4 million in 2002. The bulk of this charge had already been
recorded in the first quarter of 2002 and relates to valuation
adjustments for the impairment of goodwill and other intangible
assets associated with 88%-owned Protection One Alarm Monitoring
Inc., Westar Energy's monitored security business.

The credit outlook is developing, indicating that ratings may be
raised, lowered, or affirmed. Upward ratings potential is solely
related to the Kansas Corporation Commission's approval of
Westar Energy's plan to reduce its onerous debt burden and
become a pure-play utility, as well as successful implementation
of Westar Energy's proposed transactions. Downside ratings
momentum recognizes the company's frail financial condition
coupled with execution risk of the plan, including possible KCC
rejection of the plan.


WESTPOINT STEVENS: Honoring Prepetition Customer Obligations
------------------------------------------------------------
In the ordinary course of their businesses, and as is customary
with most home fashion manufacturers, WestPoint Stevens Inc., and
its debtor-affiliates maintain several customer-service policies,
programs, and practices, all of which are designed to ensure
optimum cooperation and satisfaction from the retail stores that
stock and sell their products.  The Debtors negotiated varying
combinations of Customer Programs with each of their customers,
but, in general, the Customer Programs can be grouped into these
categories:

     A. Advertising: In the ordinary course of their businesses,
        the Debtors fund their customers' advertising programs,
        including catalogues, magazines, and other media.  Certain
        customers receive predetermined amounts or a fixed percent
        of sales to fund these programs.  As of the Petition Date,
        the Debtors have unperformed Advertising obligations to
        their customers.  The Debtors estimate that, as of the
        Petition Date, the aggregate amount owed to customers for
        Advertising is $6,800,000.

     B. Markdowns/Event Funding: In the ordinary course of their
        businesses, the Debtors partially fund the reduction of the
        retail price of their products in order to promote their
        products during "sale events" or to sell off excess
        inventory at the end of a product season.  Markdowns are
        used to transition new lines and colors within existing
        programs.  As of the Petition Date, the Debtors have
        unperformed Markdowns/Event Funding obligations to their
        customers.  The Debtors estimate that, as of the Petition
        Date, the aggregate amount owed to customers for
        Markdowns/Event Funding is $6,700,000.

     C. Defective Allowances: The Debtors have determined that it
        is more cost-efficient to pay customers a "Defective
        Allowance", based on a percentage of that customer's
        previous sales of the Debtors' goods, in lieu of paying for
        the transportation cost of returning defective merchandise
        to the Debtors' Distribution Centers and refunding the
        price of this merchandise to the Debtors' customers.  As of
        the Petition Date, the Debtors have unperformed obligations
        to their customers under these Defective Allowances.  The
        Debtors estimate that, as of the Petition Date, the
        aggregate amount owed to customers for the Defective
        Allowances is $1,700,000.

     D. Vellux fahrenheit Heated Blankets Recall: On April 24,
        2003, the Company announced a recall of its Vellux
        fahrenheit Heated Blankets.  As part of this program,
        8,000 blankets are being recalled, including about 600 that
        were sold in Canada.  As of the Petition Date, the Debtors
        have unperformed obligations to their customers under this
        Vellux fahrenheit Heated Blankets Recall Program.  It is
        essential that the Debtors fulfill this obligation in order
        to ensure their customers' safety and continued consumer
        confidence in the Debtors' products.  The Debtors estimate
        that, as of the Petition Date, the aggregate amount owed to
        customers for the Vellux fahrenheit Heated Blankets Recall
        Program is $200,000.

     E. Other Customer Programs: This category includes
        miscellaneous programs, including New Store Discounts, Term
        Funding, Freight Allowances, Bridal Registry, Supply Chain,
        and other miscellaneous items.  As of the Petition Date,
        the Debtors have unperformed obligations to their customers
        under the Other Customer Programs category.  The Debtors
        estimate that, as of the Petition Date, the aggregate
        amount owed to customers under the Other Customer Programs
        is $614,000.

Accordingly, Judge Drain authorizes the Debtors, in their sole
discretion, to honor or pay prepetition Customer Obligations.
Applicable banks and other financial institutions are directed to
receive, process, and pay any and all checks and other transfers
related to authorized payments.

Michael F. Walsh, Esq., at Weil Gotshal & Manges LLP, in New
York, relates that the success of the Debtors' business, both
short-term and long-term, depends on the loyalty and confidence
of their customers and distributors.  Continued customer loyalty
and confidence is essential to the Debtors' ability to
reorganize.  Any delay in honoring the Customers Obligations will
severely and irreparably impair the Debtors' customer relations
at a time when customer loyalty and patronage are critical.

Mr. Walsh points out that it is a common practice in the textiles
industry to offer various sales incentives, including allowances
to defray customer costs and promotions to bolster sales.  The
Debtors rely heavily on the goodwill that they have built over
many years between themselves and their wholesale and retail
customers.  Indeed, the Company name is synonymous with quality,
service, and dependability.  If the Debtors are unable to perform
their Prepetition Customer Obligations, the goodwill and loyalty
they have worked so hard to build and protect will be
jeopardized.  Moreover, an inability to honor the Customer
Obligations may lead business customers to discontinue carrying
the Debtors' product line in favor of a competitors' product
line.  The Debtors submit that the payments of the various
Incentives and Credits will therefore preserve and enhance the
value of the estate.

Mr. Walsh assures Judge Drain that the Debtors have sufficient
funds available, through their ordinary business practices and
their access to postpetition financing commitments, to pay all
amounts or provide all goods and services on account of the
Customer Obligations, as well as to pay any dishonored checks and
related fees, in the ordinary course of their businesses.
Moreover, the Debtors will not honor or make any payments on
account of Customer Obligations that, in their discretion, will
not assist the Debtors' reorganization.

Judge Drain agrees that authorization to pay all amounts or
provide all goods and services on account of Customer Obligations
will not be deemed to constitute postpetition assumption or
adoption of any program or policy pursuant to Section 365 of the
Bankruptcy Code.  The Debtors are in the process of reviewing
these matters and reserve all of their rights under the
Bankruptcy Code.  Moreover, authorization to pay all amounts or
provide all goods and services on account of Customer Obligations
will not affect the Debtors' right to contest the amount or
validity of any obligations. (WestPoint Bankruptcy News, Issue No.
2; Bankruptcy Creditors' Service, Inc., 609/392-0900)


WORLDCOM INC: Selling New Jersey Property for $31 Million
---------------------------------------------------------
Worldcom Inc. and its debtor-affiliates seek authority to sell,
free and clear of all liens, claims and encumbrances:

      (A) a certain parcel of real property located at
          636 Pierce Street, Somerset, New Jersey and

      (B) a certain Ground Lease, dated March 20, 2003, between
          MCI WorldCom Network Services, Inc., as landlord,
          and The Bank of New York, as tenant, pursuant to a
          Real Estate Purchase Contract, dated as of April 15,
          2003,

all subject to higher and better offers obtained in accordance
with the auction procedures.

Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP, in New
York, informs the Court that MCI currently owns a parcel of real
property located at 636 Pierce Street, Somerset, New Jersey,
which was acquired in January of 2000.  The 19.6-acre Property
contains a 108,366 square foot building used by MCI as a managed
and unmanaged collocation facility between early 2001 to the
second quarter of 2002, at which time services at the Property
were transitioned to other existing facilities.  The Debtors
determined that the Property would not be needed for MCI's future
business operations and that other existing facilities could
continue to support forecasted services previously dedicated to
the Property.  Accordingly, on September 2002, the Debtors, with
the assistance of their real estate advisor, Hilco Real Estate,
LLC, marketed the Property for sale to potential purchasers.

During the initial phase of the marketing period, Ms. Goldstein
relates that the Debtors provided information on the Property to
numerous parties.  The Debtors' marketing efforts generated three
offers for the Property ranging from $7,000,000 to $12,000,000.
Because all three of the offers were submitted by
investors/developers, rather than by prospective users of the
facility, none of the offers made economic sense for the Debtors
from a pricing perspective.  The Debtors, therefore, made the
determination to continue their marketing efforts in order to
obtain more favorable offers for the Property.

In December 2002, Ms. Goldstein recounts that one of the parties
involved, Bank of New York, submitted an indication of interest
to lease the Property rather than purchase the Property outright.
After further analysis of the potential tenancy of Bank of New
York, the Debtors determined that an existing tenant would
maximize value of any potential sale of the Property.  The
Debtors, therefore, started negotiations with Bank of New York in
late December with respect to a term sheet for the lease and
engaged in full lease negotiations.  Ultimately, in mid-March of
2003, the parties entered into the Bank of New York Lease, a
bondable, "triple net" lease with rental payments of $2,650,000
per year, which increase periodically over the 20-year term that
commenced on May 1, 2003.  In addition, Bank of New York is
entitled to abatement of the first $2,600,000 in rental payments
due under the Lease.

Throughout the Lease negotiations, the Debtors continued to
market the Property, both as a vacant facility and as a leased
facility, which would produce an income stream for any potential
purchaser.  After execution of the Lease, the Debtors contacted
the five parties that continued to show an interest in purchasing
the Property subject to the Lease.

Ms. Goldstein states that the Debtors received bids from three of
those interested parties and identified the two most attractive
offers from these potential purchasers.  After discussions with
each of the top bidders, the Debtors evaluated the offers and
determined that $31,000,000 offer, submitted by DGX Deutsche
Funds II, LLC, an affiliate of Lehman Brothers, Inc., represented
the highest and best offer for the Assets.  Soon after, on April
15, 2003, MCI and DGX Deutsche Funds entered into the Agreement
for the sale of the Assets.

The Agreement provides for the sale of the Assets, including all
related legal rights.  The principal terms of the Agreement are:

     A. Purchase Price: The Purchaser will purchase the Assets for
        $31,000,000.

     B. Deposit: The Purchaser has provided a deposit of $3,100,000
        with the Escrow Agent to be applied toward the Purchase
        Price at closing.

     C. Closing Date: The closing will occur within 3 business days
        after entry of the Sale Order.

     D. Assets To Be Sold: The Property, including and in addition
        to:

          (i) the Lease;

         (ii) the furniture, furnishings, fixtures, equipment,
              inventory and other tangible personal property
              located at the Property and owned by MCI;

        (iii) all plans and specifications, engineering plans and
              studies, floor plans and landscape plans pertaining
              to the Property;

         (iv) all mineral, oil and gas rights, water rights, sewer
              rights and other utility rights allocated to the
              Property;

          (v) all appurtenances, easements, licenses, privileges
              and other property interests belonging or appurtenant
              to the Property; and

         (vi) all right, title and interest of MCI in and to any
              roads, streets and ways, public and private, serving
              the Property.

     E. Termination of Rent Abatement: The Debtors will pay Bank of
        New York the "Abatement Termination Payment" amounting to
        $2,600,000, thereby obligating Bank of New York to commence
        rental payments under the Lease.

     F. Risk of Loss: The Debtors assume all risks and liability
        for damage to the Property until Closing.  If prior to the
        Closing the Property suffers damage:

        -- greater than $5,000,000, which the Debtors elect not to
           repair, Purchaser may either:

             (i) terminate the Agreement; or

            (ii) consummate the Closing, in which event insurance
                 proceeds covering the damage will be assigned to
                 Purchaser and Purchaser will receive a credit in
                 the amount of any deductible against the Purchase
                 Price, with no reduction in the Purchase Price; or

        -- less than $5,000,000, Purchaser will consummate the
           Closing and accept the assignment of insurance proceeds
           covering the damage and Purchaser will receive a credit
           in the amount of any deductible against the Purchase
           Price, with no reduction in the Purchase Price.

     G. Condition of Property: The Assets are being sold "as is"
        without any representations and warranties whatsoever other
        than as specified in the Agreement.

     H. Bankruptcy Court Approval: The Agreement is subject to
        higher and better offers obtained pursuant to the Auction
        Procedures established in the Sale Procedures Order and
        entry of the Sale Order.  The Sale Order must be entered no
        later than September 12, 2003.  If MCI does not obtain the
        Sale Order prior to the stated deadline, either party may
        terminate the Agreement pursuant to its terms.

Ms. Goldstein insists that the decision to sell the Assets in
accordance with the terms and conditions of the Agreement is an
exercise of sound business judgment.  The Debtors have
determined, in connection with their asset rationalization
efforts, that the continued operation and ownership of the
Property and related personal property is no longer desirable.
The telecommunications services previously routed through the
Property have been migrated to other existing network facilities.
By selling the Assets, the Debtors will generate cash to devote
to their reorganization and the operation of their core
telecommunications business.  The Purchase Price provided under
the Agreement represents the highest and best offer received by
the Debtors during the period in which the Debtors marketed the
Assets for sale.  The Debtors believe the Purchase Price
represents fair market value for the Assets and that the
Agreement is the culmination of good faith, arm's-length
negotiations between the Debtors and the Purchasers.  Therefore,
the sale of the Assets is well within the sound business judgment
of the Debtors and should be approved. (Worldcom Bankruptcy News,
Issue No. 30; Bankruptcy Creditors' Service, Inc., 609/392-0900)


WORLDCOM/MCI: Proposed Settlement Spurs Rallies in Wall Street
--------------------------------------------------------------
Hundreds of Labor, Hispanic, Senior, and Public Interest activists
rallied on Wall Street against the Bush Administration's complete
failure to hold WorldCom-MCI accountable for the havoc it
unleashed on American investors and the telecommunication
industry. According to the coalition, the Securities and Exchange
Commission (SEC) has proposed a settlement so outrageous and
inadequate, considering the crimes, that a federal Judge delayed a
decision and requested additional documentation.

"WorldCom's corporate crimes screwed almost every citizen in the
country," exclaimed Chris Meyer Director of New York PIRG standing
in front of a giant, 24-ft screw at today's rally. "Whether you
had invested directly in WorldCom, through a mutual fund or in
your pension plan, you lost a lot of money because of WorldCom's
fraudulent behavior. It is infuriating that the Bush
Administration continues to blatantly bail out its corporate
criminal friends."

In a filing to Judge Rakoff last week, Communication Workers of
America (CWA) said the proposed settlement is "woefully inadequate
in the light of the magnitude of the violations and the huge
losses suffered by the victims." They further urged the court to
postpone a settlement since "the true size and extent of
WorldCom's restated earnings is not yet known." Chris Shelton,
Asst. to the Vice President CWA District 1 spoke on behalf of CWA
at today's event.

Will Thomas, Director of the Corporate Accountability Project for
the Gray Panthers, and a former MCI employee said: "Greed and
intimidation create their own momentum. Thornburgh makes clear
that WorldCom was a corrupt enterprise and its problems were
larger than Bernie Ebbers. How deeply did the fraud penetrate
management? What punishment is appropriate to see that this
greatest swindle in US history is never repeated?"

The accounting fraud, mismanagement and greed of WorldCom's top
executives ruined hundreds of thousands of investors, resulted in
20,000 layoffs and eliminated 540,000 jobs industry-wide. As a
penalty, the settlement provides for a $500 million fine, a figure
equivalent to less than one week of revenue, and WorldCom will
enjoy all the breaks and benefits from declaring bankruptcy.

Furthermore, despite WorldCom publicly admitting to criminal acts,
the federal government has continued to award them with lucrative
business contracts. This inexplicable desire to reward WorldCom's
deceit has prompted Senate Governmental Affairs Committee Chairman
Susan Collins (R-ME) to hold hearings on the subject.

Including the problems mentioned above, the coalition has
identified seven major failings with the settlement. Contact
Robert Kaplan at (202) 478-6130 and ask for the "Seven Deadly Sins
of the WorldCom Settlement" fact sheet.


WORTH MEDIA: Seeks Nod to Hire Larry Glick as Bankruptcy Counsel
----------------------------------------------------------------
Worth Media LLC, along with its debtor-affiliates asks for
permission from the U.S. Bankruptcy Court for the Southern
District of New York to engage the services of Larry I. Glick, PC
as counsel.

The Debtors have selected Larry I. Glick, P.C. as counsel because
of Mr. Glick's considerable experience in bankruptcy matters in
general, and chapter 11 cases in particular.  Mr. Glick will be
primarily responsible in this engagement.

Specifically, Larry I. Glick, PC, will be:

      a. advising the Debtors' concerning their powers and duties
         as debtors-in-possession;

      b. preparing all necessary applications, motions, orders,
         answers, reports and other pleadings and documents;

      c. representing the Debtors before this Court;

      d. assisting the Debtors in preparing and confirming a plan
         of reorganization; and

      e. providing such other legal services as may be necessary
         in these cases.

Larry I. Glick, PC's current hourly are:

           partner time         $275 per hour
           associate time       $100 per hour
           of counsel           $150 to $250 per hour

Worth Media LLC, a magazine publishing company filed for chapter
11 protection on May 29, 2003 (Bankr. S.D.N.Y. Case No. 03-13471).
Larry Ivan Glick, Esq., represents the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $2,599,000 in total assets and $9,710,000
in total debts.


XCEL ENERGY: Will Pay Preferred Share Dividends on July 15, 2003
----------------------------------------------------------------
On June 11 the Board of Directors of Xcel Energy declared regular
quarterly dividends on all series of outstanding preferred stocks.
The dividends are payable on July 15, 2003 to shareholders of
record on June 30, 2003.

     Series of Cumulative                     Dividend
       Preferred Stock                        Per Share
       ---------------                        ---------
            $3.60                               $0.90
            $4.08                               $1.02
            $4.10                               $1.025
            $4.11                               $1.0275
            $4.16                               $1.04
            $4.56                               $1.14

This information is not given in connection with any sale or offer
for sale or offer to buy any security.

                         *   *   *

As reported, 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.


XENICENT INC: Secures $179,000 Purchase Order from NCCA
-------------------------------------------------------
Xenicent, Inc. (OTC Bulletin Board: XCNT) announced that the
company received a significant purchase order from the North
Charleston Coliseum Authority for one of its new wireless LED
display screens.  The purchase order is valued at $179,000 and
will be delivered during the third quarter of 2003.

Located in Charleston, South Carolina, the North Charleston
Coliseum Authority host business conferences, sporting events, and
other mainstream events for several hundred thousand patrons each
year.

Duane Bennett, President and CEO of Xenicent, states, "We are
excited about the opportunity to work with the North Charleston
Coliseum Authority. They have worked hard to build a good
reputation for quality community events and it will certainly be
great to see Giantek LED display signs at these events."

                       About Xenicent

Xenicent owns sixty percent of Giantek Technology Corporation, a
Taiwanese corporation. The company's vision is to become the
leader in LED sign displays. The company provides a range of
electronic LED signboards to major companies and public
facilities. Xenicent also recently introduced a web-based platform
for companies to update and modify the content of their displays.
Their current customer base includes the Taiwanese stock exchange,
Turkish stock exchange, railway terminals, several airports and
many major sports facilities. Average dollar volume per order is
approximately $100,000.00. The global market in LED and sign
displays is expanding and is currently estimated to be $3 billion
dollars annually. The market is growing and Xenicent expects to be
a major player in this growing market. For more information visit
http://www.giantek-led.com

The June 11, 2003 edition of the Troubled Company Reporter cites
that 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.


XEROX CORP: Fitch Places Low-B Level Ratings on Watch Positive
--------------------------------------------------------------
Fitch Ratings has placed Xerox Corp. and its subsidiaries' (Xerox
Credit Corp. and Xerox Capital (Europe) plc) 'BB-' senior
unsecured debt and 'B' convertible trust preferred on Rating Watch
Positive after the company's announcement of a recapitalization
which is intended to refinance approximately $3.1 billion of bank
debt. Fitch expects to conclude its analysis immediately after
Xerox's completion of the various capital market activities.
The company plans to issue 40 million common shares (approximately
$430 million); $650 million of mandatorily convertible preferred
stock; $1 billion of a combination of 7- and 10-year senior
unsecured notes; and $1 billion of new senior secured bank debt
maturing in 2008, which includes a $300 million Tranche A term
loan and a $700 million revolving facility that the company plans
to leave undrawn. The bank debt security will be based on 20% of
the company's consolidated net worth which, after this proposed
transaction, would allow the company to provide approximately $1
billion of security. Additionally, the company recently
repurchased puttable convertible debt due 2018 for approximately
$560 million in cash. Fitch expects these actions will result in
almost $2 billion in debt reduction and infuse additional equity
in the capital structure while simultaneously maintaining
available liquidity of more than $2 billion.

Also considered in the review will be the company's improved
credit protection measures and financial performance, simplified
capital structure, successful and continuing execution of the
company's operating strategy and significant cost reduction
programs, and the prospect of stable operating performance despite
challenging prospects for growth in the near-term.


XEROX CORP: Commences $3.1 Billion Recapitalization Strategy
------------------------------------------------------------
Xerox Corporation (NYSE: XRX) announced a comprehensive
recapitalization strategy of about $3.1 billion that will delever
and strengthen the company's balance sheet, extend debt maturities
and provide operating and financial flexibility. The financing
plan includes common stock, mandatory convertible preferred
securities, senior unsecured notes and a bank financing
transaction.

Xerox has already received commitments from Citigroup, Deutsche
Bank, Goldman Sachs, JPMorgan, Merrill Lynch and UBS for a new $1
billion credit facility consisting of a $700 million revolving
facility and a $300 million term loan, both maturing in September
2008. This new credit facility is contingent upon Xerox raising
$1.5 billion through its financing plan, including at least $500
million of common and preferred equity.

Xerox plans to use proceeds from the recapitalization transaction
and the new term loan as well as a portion of its current cash
balance to repay and terminate the $3.1 billion outstanding from
its current bank facility.

As part of the recapitalization strategy Xerox intends to issue
the following:

-- Approximately 40 million shares of common stock valued at $434
    million based on Monday's closing stock price of $10.84.

-- Approximately $650 million of mandatory convertible preferred
    securities.

-- Approximately $1 billion of a combination of 7-year and 10-year
    senior unsecured notes.

Subject to market conditions, Xerox intends to complete the
recapitalization transaction by the end of this month. As a
result, the company expects that its reduced interest expense will
largely offset the dilutive impact of the additional shares in the
second half of this year and in 2004.

To recognize the remaining unamortized fees associated with the
2002 credit facility, Xerox will record a $70 million pre-tax
charge in the second quarter. Excluding this charge, the company
continues to expect that second-quarter earnings will be in the
range of 9 cents to 12 cents per share.

The common stock, mandatory convertible preferred securities and
senior unsecured notes will be issued by Xerox and sold under the
company's $3 billion universal shelf registration statement.

A copy of the prospectuses in the offerings of the common stock,
mandatory convertible preferred securities and senior unsecured
notes may be obtained from: JPMorgan, 277 Park Avenue, 8th Floor,
New York, NY, 10172.


* BOOK REVIEW: AS WE FORGIVE OUR DEBTORS: Bankruptcy and Consumer
                Credit in America
----------------------------------------------------------------
Authors:    Teresa A. Sullivan, Elizabeth Warren,
             & Jay Westbrook
Publisher:  Beard Books
Softcover:  370 Pages
List Price: $34.95
Review by:  Susan Pannell

Order your personal copy today at
http://amazon.com/exec/obidos/ASIN/1893122158/internetbankrupt

So you think you know the profile of the average consumer
debtor: either deadbeat slouched on a sagging sofa with a three-
day growth on his chin or a crafty lower-middle class type
opting for bankruptcy to avoid both poverty and responsible debt
repayment.

Except that it might be a single or divorced female who's the
one most likely to file for personal bankruptcy protection, and
her petition might be the last stage of a continuum of crises
that began with her job loss or divorce. Moreover, the dilemma
might be attributable in part to consumer credit industry that
has increased its profitability by relaxing its standards and
extending credit to almost anyone who can scribble his or her
name on an application.

Such are among the unexpected findings in this painstaking study
of 2,400 bankruptcy filings in Illinois, Pennsylvania, and Texas
during the seven-year period from 1981 to 1987. Rather than
relying on case counts or gross data collected for a court's
administrative records, as has been done elsewhere, the authors
use data contained in the actual petitions. In so doing, they
offer a unique window into debtors' lives.

The authors conclude that people who file for bankruptcy are, as
a rule, neither impoverished families nor wily manipulators of
the system. Instead, debtors are a cross-section of America. If
one demographic segment can be isolated as particularly debt-
prone, it would be women householders, whom the authors found
often live on the edge of financial disaster. Very few debtors
(3.7 percent in the study) were repeat filers who might be
viewed as abusing the system, and most (70 percent in the study)
of Chapter 13 cases fail and become Chapter 7s. Accordingly, the
authors conclude that the economic model of behavior--which
assumes a petitioner is a "calculating maximizer" in his in his
decision to seek bankruptcy protection and his selection of
chapter to file under, a profile routinely used to justify
changes in the law--is at variance with the actual debtor
profile derived from this study.

A few stereotypes about debtors are, however, borne out. It is
less than surprising to learn, for example, that most debtors
are simply not as well-off as the average American or that while
bankrupt's mortgage debts are about average, their consumer
debts are off the charts. Petitioners seem particularly
susceptible to the siren song of credit card companies. In the
study sample, creditors were found to have made between 27
percent and 36 percent of their loans to debtors with incomes
below $12,500 (although the loans might have been made before
the debtors' income dropped so low). Of course, the vigor with
which consumer credit lenders pursue their goal of maximizing
profits has a corresponding impact on the number of bankruptcy
filings.

The book won the ABA's 1990 Silver Gavel Award. A special 1999
update by the authors is included exclusively in the Beard Book
reprint edition.

                           *********

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 ***