TCR_Public/030616.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Monday, June 16, 2003, Vol. 7, No. 117

                           Headlines

ACCESS WORLDWIDE: Secures Long-Term Financing from CapitalSource
ACTERNA: Gets Interim Nod to Continue AP Services' Retention
ACTION REDI-MIX: Seeking Court Nod to File Schedules on July 8
AIR CANADA: Citibank Seeks Stay Lift to Exercise Set-Off Rights
ALAMOSA HLDGS: S&P Affirms & Drops CCC+ Credit Rating from Watch

AMERICAN BAPTIST HOMES: S&P Revises BB+ Rating Outlook to Stable
ANC RENTAL: Asks to Continue Cash Collateral Use Until Nov. 16
ARCH WIRELESS: Shareholders Okay Stock Transfer Restrictions
AVON PRODUCTS: Redeeming Zero Coupon Convertible Senior Notes
BAUSCH & LOMB: Appoints Paul G. Howes to Lead Americas Region

BLACK DIAMOND CLO: Fitch Affirms Class B-2 Notes Rating at BB-
BOUNDLESS CORP: Court Approves New Financing from Vision Tech.
BURLINGTON: Gets Approval to Enter Into AIG Insurance Program
CABLE SATISFACTION: Bankers Extend Debt Waivers Until June 24
CALPINE CORP: Unit Prices $802MM Senior Secured Notes Offering

CEPHALON INC: S&P Assigns Low-B Corporate Credit Rating at B+
CHAMPION ENT.: Phyllis Knight Takes Over HomePride's Management
CIENA CORP: Names Nick Jeffery as EMEA Region Managing Director
COMM 2003-LNB1: S&P Assigns Prelim. Ratings to 2003-LNB1 Notes
COMSTOCK: Improved Liquidity Prompts S&P to Affirm B+ Rating

CONSECO FINANCE: U.S. Bank Airs Objection to Plan Confirmation
CONSECO INC: Brings-In CB Richard Ellis as Hangar No. 76 Broker
COOPERATIVE COMPUTING: Receives Tenders & Consents for Sr. Notes
CYBEX INT'L: Obtains New Three-Year Senior Financing Facility
DELTA FUNDING: Class B Notes' Rating Downgraded to B from BBB

DIRECT INSITE: Fails to Maintain Nasdaq Listing Standards
DYNEGY INC: Issues Statement on Indictments of Former Employees
EBT INT'L: Shareholders Approve Proposed 1-For-50 Reverse Split
EMMIS COMMS: Annual Shareholders' Meeting to Convene on June 25
ENRON CORP: EIM Unit Seeks Stay Lift to Pay Policy Advances

EROOMSYSTEM: Projected Bankruptcy by June 1 Without New Equity
E-SIM LTD: April 30 Balance Sheet Insolvency Widens to $5.7 Mil.
FEI CO: S&P Rates New Convertible Subordinated Note Offer at B-
FLEMING COS: Seeks Nod for Glass & Assoc. Termination Pact
GERDAU AMERISTEEL: $350-Mill. Bank Facility Gets S&P's BB Rating

GLOBAL CROSSING: XO Proposes Tender for 'Any and All' Bank Debt
GUITAR CENTER: Ratings on Watch Positive over Planned Offering
IMPERIAL PLASTECH: Court OKs Bank Lender's Receivership Petition
IT GROUP: Taps GreenVest to Sell Woodbury Creek Site
IUSACELL: Obtains Extension of Default Waiver Under Credit Pact

J.B. POINDEXTER: Completes Exchange Offer for 12-1/2% Notes
JUNO LIGHTING: Improved Financial Profile Earns Positive Outlook
KASPER A.S.L.: Inks Pact with Kellwood to Acquire All Assets
KASPER A.S.L.: Kellwood Confirms $163.6 Million Bid for Company
KRAFT FOODS: Appoints Pleuhs to Succeed Moy as General Counsel

LAMAR ADVERTISING: $250 Million Convertibles Gets Low-B Rating
LODGENET ENTERTAINMENT: 79% of 10-1/4% Noteholders Tender
LUMBERMENS MUTUAL: S&P Cuts Surplus Notes' Ratings to Default
MANDALAY RESORT: Board Declares Quarterly Cash Dividend
MDC CORP: Underwriters Plan to Exercise Over-Allotment Option

MEDICALCV INC: April 30 Net Capital Deficit Narrows to $390K
MIDWEST EXPRESS: Restructuring Negotiations Enter Final Phase
MOBILE MINI: S&P Assigns B-Level Ratings to Corp. Credit & Notes
MSW ENERGY: S&P Gives Stable Outlook to Sr Sec. Notes' BB Rating
MUSIC SEMICONDUCTORS: Emerges from Chapter 11 Proceedings Intact

NATIONSRENT INC: Emerges from Chapter 11 Reorganization Process
NBTY INC: S&P Puts Ratings on Watch Neg. over Rexall Acquisition
NEW WORLD RESTAURANT: Halpern Denny Discloses 50.72% Equity Stake
NEXGEN VISION: Independent Auditors Air Going Concern Doubts
NRG ENERGY: Moves for Injunction Against Utility Companies

NVR INC: Sells $200 Million of 5% Senior Notes Due 2010
PAMECO CORPORATION: Retains Morrison Cohen as Bankruptcy Counsel
PAPER WAREHOUSE: Gets Nod to Retain Michael L. Meyer as Counsel
PENTON MEDIA: Shareholders Approve 1-For-3 Reverse Stock Split
PRECISE IMPORTS: Securing Okay to Tap Piper Rudnick as Attorneys

PSYCHIATRIC SOLUTIONS: Negative Outlook Given to B+ Credit Rating
QWEST CORP: S&P Rates $500-Mill. Senior Unsecured Facility at B-
RELIANT RESOURCES: S&P Affirms & Removes Ratings from CreditWatch
ROGERS: Completes C$250MM Equity Issuance & Redeems Senior Notes
SBA COMMUNICATIONS: S&P Affirms CCC Corporate Credit Rating

SCANTEK MEDICAL: Working Capital Deficit Tops $6.8MM at March 31
TEAM AMERICA: Merges with Vsource to Form Outsourcing Company
TECO ENERGY: S&P Rates $300MM Senior Unsecured Notes at BB+
TEMBEC: Commencing Temporary Shutdown of 2 Canadian Pulp Mills
TITAN INT'L: S&P Changes Ratings Outlook to Negative from Stable

UNITED AIRLINES: Taps Mercer as Executory Contract Consultants
UNITED SURGICAL: S&P Affirms Speculative-Grade B+ Credit Rating
UNIVERSAL ACCESS: Lance B. Boxer Resigning as Interim CEO
UNIVERSAL ACCESS: Reschedules Shareholders' Meeting for July 21
USG CORP: Court Approves Amended Acquisition Protocol

VERIDIAN: S&P Watching BB- Rating Following Acquisition News
WACKENHUT CORRECTIONS: Offering $150MM of Senior Unsecured Notes
WARNACO GROUP: Closes Offering of 8-7/8% Senior Notes Due 2013
WEIRTON STEEL: Retaining Houlihan Lokey as Investment Banker
WESCO DISTRIBUTION: S&P Cuts Corporate Credit Rating to B+

WESTPOINT STEVENS: Honors Carrier & Warehousemen Claims
WILLIAMS: Planned $500MM Sr. Debt Issue Earns S&P's B+ Rating
WORLDCOM INC: Seeks Clearance for New Jersey Auction Procedures
WORTH MEDIA: Look for Schedules & Statements on July 14
WYNDHAM INT'L: Completes $425MM Mortgage Refinancing With Lehman

XEROX: $3-Bill. Financing Spurs S&P to Affirm BB- Credit Rating
XM SATELLITE: Prices $175MM of 12% Senior Secured Notes Offering
XML GLOBAL: Appoints Jun Li and Sergio Nesti to Board of Directors

* FTI Says Required Pension Fund Contributions Will Exceed $35BB
* Robert W. Doyle, Jr. Joins Sheppard Mullin as Partner

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

                           *********

ACCESS WORLDWIDE: Secures Long-Term Financing from CapitalSource
----------------------------------------------------------------
Access Worldwide Communications, Inc. (OTC Bulletin Board: AWWC),
a leading marketing services organization, has signed a new multi-
year agreement with CapitalSource Finance LLC, a commercial
finance firm.

The agreement is comprised of two facilities, a three-year
revolving line of $10.0 million and a term loan of $0.5 million
due on December 31, 2003.  The New Credit Facility enabled Access
Worldwide to terminate its previous loan arrangement with a
syndicate of lending institutions led by Bank of America and will
provide for future working capital needs.  The Old Credit Facility
was due to expire on July 1, 2003 at which time all amounts
outstanding pursuant to the Old Credit Facility were to be paid.

"We are delighted with this agreement with CapitalSource,"
commented Shawkat Raslan, Chairman and Chief Executive Officer of
Access Worldwide. "The facility enables us to have access to the
funding needed to support the business."

"We are extremely pleased to have been able to provide Access
Worldwide with the liquidity that it needs to achieve its business
objectives," said Stephen Klein, a Director of the Healthcare
Finance Group for CapitalSource. "Access Worldwide has a highly
experienced and well-respected management team and Board of
Directors and will be a valuable addition to our growing
portfolio."

In addition, the Company's Board of Directors has approved
additional financing in the amount of $1.5 million to $3.0 million
through private placement of convertible promissory notes and
warrants to purchase shares of Access Worldwide's Common Stock to
accredited investors only, including Company officers and
directors.  The proceeds of the offering will be used by Access
Worldwide for working capital needs.  The Board of Directors and
officers of the Company have presubscribed to approximately $1.5
million and closing is expected no later than July 15, 2003.  The
use of the funds was contingent upon an executed refinancing
agreement with an institutional lender which consented to the
additional financing.  The securities offered have not been
registered under the Securities Act of 1933 and may not be offered
or sold in the United States absent such registration, or an
exemption from such registration requirements.

"During the past year, we have invested considerable time and
efforts in the Company and have achieved a number of
accomplishments," remarked Mr. Raslan.  "We have attracted a
strong management team and Board of Directors, expanded several
departments, built a strong sales pipeline, and secured the needed
financing.  We believe we are now in a position to focus our
resources in an attempt to build shareholder value."

CapitalSource is one of the leading commercial finance companies
in the United States offering asset-based, senior, cash flow and
mezzanine financing to small and mid-sized borrowers through three
focused lending units: Corporate Finance, Healthcare Finance, and
Structured Finance.  By offering a broad array of financial
products and maintaining a strong balance sheet, CapitalSource has
more than $2 billion in commitments issued.

Headquartered in Chevy Chase, Md., CapitalSource has a national
network of offices in Atlanta, Boston, Buffalo, Chicago, Dallas,
Los Angeles, Nashville, New York, Philadelphia and San Francisco.
The company has over 200 employees. More information is available
at http://www.capitalsource.com

Founded in 1983, Access Worldwide provides a variety of sales,
marketing and education services.  Among other things, the Company
reaches physicians, pharmacists and patients on behalf of
pharmaceutical clients, educating them on new drugs, prescribing
indications, medical procedures and disease management programs.
Services include product stocking, medical education, database
management, clinical trial recruitment and teleservices.  For
clients in the telecommunications, financial services, insurance
and consumer products industries, the Company reaches the growing
multicultural markets with multilingual teleservices.  Access
Worldwide is headquartered in Boca Raton, Florida and has over
1,300 employees in offices throughout the United States.

As reported in Troubled Company Reporter's May 5, 2003 edition,
Access Worldwide Communications entered into the Seventh Amendment
to its Credit Facility agreement with the Bank Group, effective
April 29, 2003.

The Amendment allows the Company to continue to use cash proceeds
generated in the ordinary course of business to fund working
capital and operations.  In addition, the Amendment increases the
effective rate of interest to Bank of America's prime rate of
interest plus 5% and limits the revolving commitment line to $6.1
million through May 14, 2003, with periodic reductions thereafter,
including $6.0 million from May 15, 2003 to May 31, 2003, and $5.8
million from June 1, 2003 to June 30, 2003.  The outstanding
balance on the Credit Facility becomes due on July 1, 2003.  The
total amount outstanding under the Credit Facility as of April 29,
2003 was $6.1 million.

On April 1, 2003, the Company was unable to make a mandatory
payment to reduce the outstanding balance on the Credit Facility
to $5.7 million as required by the Sixth Amendment to the Credit
Facility.  However, on April 3, 2003, the Bank Group issued a
letter waiving any defaults that had previously occurred.
Additionally, the Bank Group allowed the Company to continue to
use cash proceeds generated in the ordinary course of business
to fund working capital and operations.


ACTERNA: Gets Interim Nod to Continue AP Services' Retention
------------------------------------------------------------
Acterna Corp., and its debtor-affiliates obtained the Court's
interim permission to continue the employment of AP Services LLC
as crisis managers and designate Shyam Gidumal, a principal of AP
Services, as their interim Chief Restructuring Officer.

AP Services will provide temporary staff to assist the Debtors in
their restructuring efforts.

As the Debtors' Chief Restructuring Officer, Mr. Gidumal will
report to the Debtors' Board of Directors and assist the Debtors
in its evaluation and implementation of strategic and tactical
options through the restructuring process.

Another staff from AP Services, Bettina Whyte will assist Mr.
Gidumal, on an as-needed basis.  Ms. Whyte is a principal with
AlixPartners, an AP Services affiliate, and is a leading
professional in the area of corporate turnarounds and
restructuring.

The Debtors will compensate AP Services at its customary hourly
rates:

               Principals                    $540 - 670
               Senior Associates              430 - 495
               Associates                     300 - 390
               Accountants & Consultants      225 - 280
               Analysts                       150 - 180

Mr. Gidumal will be receiving $620 an hour and will work full
time.  Ms. Whyte will receive $640 per hour.

AP Services will also lend part-time personnel to provide
specialized services at these hourly rates:

     Name                 Services                          Rate
     ----                 --------                          ----
     Montgomery Cornell   Business Planning                 $440
     Adam Marr            Cash Forecasting and Mgmt         $390
     Erik Post            Chapter 11 Schedules & Process    $540

                         *   *   *

                       Committee Objects

The Committee objects to the designation of Shyam Gidumal as
Acterna's CRO and to the retention of AP Services to provide
certain temporary personnel and to assist in their financial
activities because, according to Andrew B. Eckstein, Esq., at
Blank Rome LLP, in New York, the comparative magnitude of fees
and bonuses to be paid to AP Services highlights the prejudice of
the proposed fee cap to the Committee's professionals.

"[The] Debtors contemplate binding the estates to pay AP Services
substantial and excessive fees to perform overlapping services,
while simultaneously constraining the ability of the Committee's
professionals to discharge their fiduciary duty in a manner that
preserves the integrity of the bankruptcy process," Mr. Eckstein
says.

The Debtors have sought postpetition financing from the DIP
Lenders.  The DIP Facility places the absolute $150,000 Committee
Cap on the fees and expenses of the Committee and all
professionals, which it may engage.

Mr. Eckstein tells the Court that from August 2002 through the
Petition Date, the Debtors have spent $3,386,113 on the
Restructuring Professionals and $1,128,408 of which has been
spent for APS since January 2003.  This makes it easy to
anticipate that the Debtors' fees from the Petition Date through
the end of 2003, between APS's hourly rates, and the various
monthly fees of the other restructuring professionals will exceed
an additional $4,000,000, excluding both the success-based
bonuses proposed as compensation for the professionals.

Mr. Eckstein also contends that the Debtors and the DIP Lender
intend to restrict the ability of any party that may look to
evaluate the DIP Lender-blessed distribution of assets and equity
so that only superficial scrutiny can be given to the bankruptcy
process. (Acterna Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ACTION REDI-MIX: Seeking Court Nod to File Schedules on July 8
--------------------------------------------------------------
Action Redi-Mix Corp., asks the U.S. Bankruptcy Court for the
Southern District of New York to extend the time period within
which it must file its schedules of assets and liabilities,
statements of financial affairs and lists of executory contracts
and unexpired leases required under 11 U.S.C. Sec. 521(1).

The Debtor relates that when it filed its voluntary petition
commencing this case, it included lists of all of their creditors
and their addresses to the extent known, but did not complete and
file a formal Statement of Financial Affairs and comprehensive
Schedules of Assets and Liabilities.

The Debtor's books and records, which are needed to complete the
schedules, are currently being reviewed and updated in order to
allow filing of schedules.  The Debtors believes it can prepare
and deliver the Schedules by July 8, 2003.

Action Redi-Mix Corp., filed for chapter 11 protection on June 4,
2003 (Bankr. S.D.N.Y. Case No. 03-22994).  Jonathan S. Pasternak,
Esq., at Rattet & Pasternak, LLP represents the Debtor in its
restructuring efforts.  As of November 30, 2002 the Debtor lists
total assets of $4,221,942 and total debts of $9,803,273.


AIR CANADA: Citibank Seeks Stay Lift to Exercise Set-Off Rights
---------------------------------------------------------------
Citibank NA asks the Court to lift the automatic stay to permit
it to issue a demand against the Applicants and exercise its set-
off rights.

Citibank guarantees some of Air Canada's obligations under an
aircraft lease with Gamma Trans-Leasing Verwaltungs GmbH & Co.
Dritte Finanzierungs-Management KG.  Air Canada leases a Boeing
767-333ER aircraft from Gamma, a German limited partnership based
in Germany.

Citibank also acts as deposit bank pursuant to a deposit
agreement with Air Canada.  The deposit agreement governs a
DM21,247,875 deposit plus accrued interest, which has been made
with Citibank in Jersey, Channel Islands.  In the event Citibank
has to make a payment under the Guarantee, a Guarantee
Reimbursement, Proceeds Application and Priorities Agreement
governs the process of obtaining reimbursement.

On April 9, 2003, Gamma delivered a notice to Air Canada to
terminate the Aircraft Lease.  At the same time, Gamma asked Air
Canada to return the Aircraft and pay a stipulated loss value
indicated in the Lease.  Gamma also delivered to Citibank a
payment demand for EUR23,673,312 pursuant to the Guarantee.

Under the contract terms and the Jersey law, Citibank is entitled
to issue a demand for payment to Air Canada pursuant to the
Reimbursement Agreement.  If not satisfied, Citibank is entitled
to set off Air Canada's obligations against the deposit.
However, because of the stay provisions of the CCAA Initial
Order, Citibank fears that it may not be able to make the payment
demand against Air Canada.

Citibank has explored the possibility of seeking court
declaration in Germany that it is not obligated to make any
payments under the Guarantee.  But Citibank believes that such a
possibility is not feasible under German law.

If it resisted payment under the Guarantee, Citibank also risks
being sued by Gamma.  Citibank has no choice but to make the
payment to Gamma.  As a result, Citibank tells the Court that it
is in the awkward position of having to make substantial payment
under the Guarantee without possibly being able to seek
reimbursement, which it otherwise would have under its agreements
with Air Canada.

McCarthy Tetrault LLP represents Citibank.(Air Canada Bankruptcy
News, Issue No. 6; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


ALAMOSA HLDGS: S&P Affirms & Drops CCC+ Credit Rating from Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CCC+' corporate
credit rating on Alamosa Holdings Inc. and removed the rating from
CreditWatch, where it had been placed on June 26, 2002, because of
liquidity concerns stemming from operating weakness and tightening
bank covenants. The outlook is negative.

The Lubbock, Texas-based company is the largest Sprint PCS
affiliate and provides wireless services to about 653,000
subscribers in markets with combined covered population of about
11.8 million. Total debt was about $877.4 million at the end of
March 2003.

The rating action reflects modest stabilization of Alamosa's
financial and operating performance since the third quarter of
2002, when churn spiked to 3.8% largely because of involuntary
termination of non-paying customers on Sprint PCS' Clear Pay
program. The company was in compliance with bank covenants in the
first quarter of 2003 and avoided liquidity problems, which had
been key reasons for the CreditWatch listing. During the first
quarter of 2003, Alamosa added about 31,000 net subscribers,
increased its deposit for subprime customers to $250 from $125 in
more than half of its regions, and reduced churn to 3%.

"The ratings on Alamosa continue to reflect a very weak business
profile from the intensely competitive wireless industry, which is
experiencing slowing demand from higher penetration levels and the
soft economy," said Standard & Poor's credit analyst Eric Geil.
"The ratings further reflect excessive financial risk as a result
of a heavy debt burden incurred to finance wireless network
construction and to fund operating cash flow losses during the
company's launch and initial customer growth phase. Weaker than
anticipated revenue and cash flow expansion could increase
pressure on Alamosa to restructure its public debt obligations in
the near-to-intermediate term."

Alamosa likely has sufficient liquidity to meet its obligations
during the next several months and should benefit from a seasonal
revenue increase during the summer months from roaming traffic.
However, the reciprocal roaming rate with Sprint has declined to
5.8 cents per minute from 10 cents per minute in the past year,
hurting the company, which is a net beneficiary of roaming
traffic. Industry competition remains intense amid the soft
economy and will likely rise in November 2003 when required
wireless number portability is expected to take effect.

DebtTraders reports that Alamosa PCS Holdings Inc.'s 12.875% bonds
due 2010 (APS10USR1) are trading between 60 and 62 cents-on-the-
dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=APS10USR1for
real-time bond pricing.


AMERICAN BAPTIST HOMES: S&P Revises BB+ Rating Outlook to Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to stable
from positive on revenue debt issued by the Association of Bay
Area Governments, California, for American Baptist Homes of the
West (ABHOW), based on a downturn in mid-year fiscal 2003
financial performance. The rating is affirmed at 'BB+'.

"While ABHOW's fiscal 2002 results showed another strong year of
improvement, significant operational pressures have arisen in
2003--including occupancy issues at several campuses--that have
impacted mid-year results," said Standard & Poor's credit analyst
Lisa Zuckerman, adding that meaningful financial recovery may be
more than two years away. The current rating and outlook do not
consider a planned change in management structure, in which a new
entity (Cornerstone Affiliates) will be created as the parent of
ABHOW. Strengths maintaining the rating at 'BB+' include solid
debt service coverage and liquidity that are at investment-grade
levels.

The revised outlook affects about $75 million in debt outstanding.
In terms of future debt plans, there is a planned debt issue of
approximately $60 million, which will be issued on a non-recourse
basis by a separate subsidiary of the new Cornerstone Affiliates,
to finance the reconstruction of Terraces of Squaw Peak property
in Arizona. This transaction will be reviewed in light of any
potential credit impact to ABHOW when full details are available
later this year.

American Baptist Homes of the West is a nonprofit corporation
serving more than 4,500 residents at its facilities in four
western states and Washington, DC.


ANC RENTAL: Asks to Continue Cash Collateral Use Until Nov. 16
--------------------------------------------------------------
Pursuant to the Current Cash Collateral Order, ANC Rental
Corporation and its debtor-affiliates are authorized to use Cash
Collateral through and including July 19, 2003.  By this motion,
the Debtors seek the Court's permission to continue using the Cash
Collateral through November 16, 2003, or other time as the Court
deems appropriate, on the same terms and conditions as set forth
in the Current Cash Collateral Order, in order to continue the
operation of their business and fund these Chapter 11 cases.  The
failure to obtain Court authorization for the continued use of
Cash Collateral would seriously undermine the Debtors'
reorganization efforts and would be disastrous to their creditors,
equity holders and employees.

According to Mark J. Packel, Esq., at Blank Rome LLP, in
Wilmington, Delaware, to supplement the DaimlerChrysler DIP
credit facility, the Debtors fund their working capital needs
through cash generated from their business operations.  The
expenses of the business include postpetition costs relating to,
inter alia, the maintenance of the various vehicles used by the
Debtors and the payment of rent, taxes, utilities, salaries and
wages, employee benefits and necessary capital expenditures.  In
addition, the Debtors intend to pay certain other obligations
during the pendency of these Chapter 11 cases.  Finally, the most
significant use of Cash Collateral is for the financing and
purchase of the automobiles that are rented by the Debtors.  This
use of cash does not diminish the value of the collateral held by
the Secured Creditors.

In addition, in the ordinary course of the Debtors' business, Mr.
Packel relates that the Debtors may, from time to time, provide
liquidity to certain of their non-debtor foreign subsidiaries on
an "as needed" basis to cover working capital shortfalls at
certain times of the year, as indicated in the cash flow
projections.  These foreign subsidiaries represent important
assets of the Debtors and are critical to the Debtors' ability to
provide their customers with complete service.  The use of Cash
Collateral to continue this practice, in the ordinary course,
would enable the Debtors to maintain and preserve the substantial
value that these foreign subsidiaries bring to the Debtors.

Moreover, the Debtors seek to use Cash Collateral to fund other
administrative expenses incurred during the pendency of their
Chapter 11 cases, including, without limitation:

     1. professional fees and expenses allowed by the Bankruptcy
        Court pursuant to Sections 330 and 331 of the Bankruptcy
        Code;

     2. reimbursement of allowed expenses incurred by the members
        of any official committee appointed by the Office of the
        United States Trustee in the Debtors' cases;

     3. fees payable under Section 1930 of the Judiciary Procedures
        Code and related costs; and

     4. other charges incurred in administering the Debtors'
        Chapter 11 cases.

Mr. Packel states that ANC and its direct and indirect debtor
subsidiaries currently use a centralized cash management system,
which provides for a comprehensive set of internal controls
governing the receipt and disbursement of funds within the cash
management system and which govern inter-company debts.
Specifically, pursuant to the Debtors' cash management system,
all of the cash of ANC and its debtor subsidiaries is
consolidated in a central account maintained by ANC Financial LP
-- the Concentration Account -- on deposit with Bank of America,
and in an investment account -- Provident Account and Bank of
America Account.  In addition, each operating subsidiary has its
own master account in which funds are automatically transferred
to and from ANC Financial, LP.  Because the Debtors' revenues are
primarily generated from car rentals, the Debtors' primary source
of cash receipts is from credit cards.

Mr. Packel asserts that authorization to use the Cash Collateral
for the preservation of the Debtors' businesses will benefit
secured creditors, unsecured creditors and the Debtors alike.
Moreover, the Debtors use of Cash Collateral in their cases has
been instrumental to the implementation of the Debtors' business
plan that will result in the streamlining of their businesses and
successfully emerging from Chapter 11 as a viable company.


                       ANC Rental Corporation
                           Cash Projection
                      For the 17-Week Period
             Ending July 27, 2003 until November 16, 2003

        Beginning Balance                           ($7,636,000)

        Operating Receipts Per Bank
           Credit Card                               604,560,000
           A/R Receipts                              121,858,000
           Other                                      75,990,000
                                                    ------------
           Total Receipts                            802,408,000

        Operating Disbursements:
           Fleet Operating                            42,378,000
           Personnel                                 125,795,000
           Travel, Meals Entertainment                 1,971,000
           Fuel                                       16,390,000
           Airport Concession                         61,925,000
           Auto Liability                             28,442,000
           Other Insurance                            10,431,000
           Facility Fixed                             64,214,000
           Other                                           --
           TA/TO Commissions                          23,921,000
           Advertising                                18,071,000
           IT Consulting                              25,483,000
           IT Other                                    3,244,000
           Car Rental/Sales Tax                       72,010,000
           Professional Fees                           4,507,000
           Other Misc.                                 4,364,000
           Bonding - Liberty Payments                 22,000,000
           Liability Insurance Program                 4,417,000
                                                    ------------
        Total Operating Disbursements                529,562,000

           Secured Lenders Payments                        --
           Professional Fees Bankruptcy                9,163,000
           Capital Expenditure Total                   3,936,000
           Interests and Financing Fees               10,105,000
           Fleet Financing& Lease Payments           332,103,000
           Manufacturer Incentives                   (11,989,000)
           Recovery from Wholesales                  (39,033,000)
           PDI and Warranty                           (9,148,000)
           Fleet Purchases & Enhancement             (19,100,000)
                                                    ------------
        Total Cash Disbursements                     805,599,000
        Potential Funding for Europe & Canada              --
                                                    ------------
        Total Disbursements                          805,599,000

        Net Receipts(Disbursements)                  ($3,191,000)
                                                    ------------
        Ending Book Cash Balance                    ($10,828,000)
                                                    ============
(ANC Rental Bankruptcy News, Issue No. 33; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


ARCH WIRELESS: Shareholders Okay Stock Transfer Restrictions
------------------------------------------------------------
Arch Wireless, Inc. (OTC Bulletin Board: AWIN; BSE: AWL), a
leading wireless messaging and mobile information company,
received stockholder approval for each of the five proposals
submitted to stockholders at its annual meeting of stockholders
held earlier today in Boston.

At the meeting, stockholders approved the imposition of transfer
restrictions on Arch's stock intended to help protect the tax
benefits associated with Arch's federal income tax attributes,
including net operating losses that may be used to offset future
federal taxable income.  The transfer restrictions will be imposed
by merging Arch with a wholly owned subsidiary and converting each
share of Arch's outstanding common stock into the right to receive
one share of a new class of stock called Class A common stock.

The new Class A common stock will be identical in all respects to
the old common stock, except that it will be subject to certain
restrictions on transfer that were described in the proxy
statement for the annual meeting mailed to stockholders and filed
with the Securities and Exchange Commission on May 9, 2003.  The
merger is expected to be effective at the close of business on
June 13, 2003, and the new transfer restrictions will then become
effective.  Stockholders do not have appraisal rights in
connection with the merger.  Arch will continue to file reports
with the Securities and Exchange Commission.

The CUSIP number for the new Class A common stock is 039392-70-9.
Effective today, the Class A common stock will trade in the over-
the-counter market and on the Boston Stock Exchange under the same
symbols, AWIN and AWL, respectively, under which the common stock
traded prior to the merger.  Stock certificates representing
shares of common stock must be exchanged for new certificates
representing shares of Arch's Class A common stock.  Instructions
for exchanging the stock certificates will be mailed to all
stockholders within the next two weeks.

In addition to approval of the imposition of transfer
restrictions, stockholders elected the eight nominees for
director, ratified the appointment of PricewaterhouseCoopers LLP
as Arch's independent public accountants, approved an increase in
the number of shares available for issuance under Arch's 2002
Stock Incentive Plan and approved an amendment to Arch's
certificate of incorporation that will require stockholder
approval for certain future issuances of Arch's stock that equal
15% or more of its stock outstanding before the issuance.

Arch Wireless, Inc., headquartered in Westborough, Mass. And whose
March 31, 2003 balance sheet shows a working capital deficit of
about $6 million, is a leading wireless messaging and mobile
information company with operations throughout the United States.
The company offers a full range of wireless messaging services to
business and consumers nationwide, including paging, two-way
wireless e-mail and messaging and mobile data solutions for the
enterprise. Arch provides wireless services to customers in all 50
states, the District of Columbia, Puerto Rico, Canada, Mexico and
in the Caribbean principally through its nationwide sales force,
as well as through resellers, retailers and other strategic
partners.  Additional information on Arch Wireless is available on
the Internet at http://www.arch.com


AVON PRODUCTS: Redeeming Zero Coupon Convertible Senior Notes
-------------------------------------------------------------
Avon Products, Inc. (NYSE: AVP) has elected to redeem on July 12,
2003 its zero coupon convertible senior notes due 2020, which were
originally issued in 2000.  On July 12, 2003, Avon will pay a
redemption price of $531.74 for each $1,000 principal amount at
maturity of notes that then remain outstanding.

After July 12, 2003, the original issue discount on the notes will
cease to accrue and the holders of the notes will only be entitled
to receive the redemption price for the notes.  The principal
amount at maturity of the notes is $840,938,000.

Avon said that the notes are convertible into shares of the
company's common stock any time prior to the close of business on
July 11, 2003.  Each $1,000 principal amount at maturity is
convertible into 8.2723 shares of common stock.

Avon said that assuming no conversion of the notes into the
company's common stock prior to July 12, the total amount Avon
will pay to redeem the notes would be $447.2 million.

Avon -- whose March 31, 2003 balance sheet shows a total
shareholders' equity deficit of about $113 million -- is the
world's leading direct seller of beauty and related products, with
$6.2 billion in annual revenues.  Avon markets to women in 143
countries through 3.9 million independent sales Representatives.
Avon product lines include such recognizable brands as Avon Color,
Anew, Skin-So-Soft, Advance Techniques Hair Care, beComing, and
Avon Wellness.  Avon also markets an extensive line of fashion
jewelry and apparel.  More information about Avon and its products
can be found on the company's Web site http://www.avon.com


BAUSCH & LOMB: Appoints Paul G. Howes to Lead Americas Region
-------------------------------------------------------------
Bausch & Lomb (NYSE:BOL) announced that Paul G. Howes has been
appointed senior vice president and president of the Company's
Americas Region, effective July 1. Howes will be responsible for
the commercial operations of Bausch & Lomb's vision care,
pharmaceutical and surgical businesses in the United States,
Canada and Latin America.

Howes joins Bausch & Lomb from Merck & Co., Inc., where most
recently he was vice president - Mid-Atlantic Business Group. His
career at Merck began in 1987 and included progressively more
responsible positions including vice president - Sales for Merck
Frosst Canada; executive director of the Hospital Marketing Group
of the U.S. Human Health business; president of Merck Frosst
Canada; president and chief executive officer of the Dupont Merck
Pharmaceutical Company; and vice president - Sales and Marketing
for Specialty Products, including ophthalmic pharmaceuticals, in
the U.S. Human Health business.

"Paul Howes has extensive commercial experience that can be
immediately and effectively applied to our sales and marketing
operations in the Americas Region," said Ronald L. Zarrella,
Bausch & Lomb chairman and chief executive officer. "We conducted
an extensive search to find just the right person for this
important position. The combination of fresh perspective and solid
leadership experience that Paul brings to Bausch & Lomb will, I'm
confident, contribute greatly to our future success."

Prior to joining Merck, Howes spent 11 years with Price Waterhouse
in Toronto and Montreal. He holds an M.B.A. from York University
in Toronto, and an A.B. in liberal arts from Harvard College,
Cambridge, Mass.

Bausch & Lomb is the eye health company, dedicated to perfecting
vision and enhancing life for consumers around the world. Its core
businesses include soft and rigid gas permeable contact lenses and
lens care products, and ophthalmic surgical and pharmaceutical
products. The Bausch & Lomb name is one of the best known and most
respected healthcare brands in the world. Celebrating its 150th
anniversary in 2003, the Company is headquartered in Rochester,
New York. Bausch & Lomb's 2002 revenues were $1.8 billion; it
employs approximately 11,500 people worldwide and its products are
available in more than 100 countries. More information about the
Company can be found on the Bausch & Lomb Web site at
http://www.bausch.com

                           *     *     *

As reported in Troubled Company Reporter's November 20, 2002
edition, Bausch & Lomb completed a public offering of $150 million
five-year senior notes with a coupon rate of 6.95 percent.

The company's effective cost of the offering was approximately
8.65 percent, which included the cost of the treasury rate hedge
instrument entered into in May 2002. The notes were rated BBB- by
Standard & Poor's Rating Services and Ba1 by Moody's Investors
Service.  The offering represents the first offering under the
company's $500 million Shelf Registration filed with the
Securities and Exchange Commission in June 2002.

Bausch & Lomb Inc.'s 7.125% bonds due 2028 (BOL28USR1) are trading
at 90.5 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BOL28USR1for
real-time bond pricing.


BLACK DIAMOND CLO: Fitch Affirms Class B-2 Notes Rating at BB-
--------------------------------------------------------------
Fitch Ratings affirmed the following classes of notes issued by
Black Diamond CLO 1998-1 Limited:

      --  $20,000,000 class A-1 notes affirmed at 'AAA';
      -- $290,000,000 class A-2 notes affirmed at 'AAA';
      --  $10,000,000 class A-3 notes affirmed at 'AA-';
      --  $15,000,000 class A-4 notes affirmed at 'A-';
      --   $7,000,000 class B-1L notes affirmed at 'BBB-';
      --  $18,000,000 class B-1 notes affirmed at 'BBB-';
      --  $11,100,000 class B-2 notes affirmed at 'BB-'.

The Issuer is a collateralized debt obligation consisting of high
yield loans and bonds managed by Black Diamond Capital Management,
LLC. Fitch has reviewed in detail the performance of the Issuer.
In conjunction with its review, Fitch discussed the current state
of the portfolio with the asset manager and their portfolio
management strategy going forward.

Since the closing of this transaction in January 1999, it has
passed its overcollateralization tests on each payment date.
According to the most recent trustee report dated June 2, 2003,
the class A overcollateralization test is passing at 119.9% with a
trigger of 110% and the class B overcollateralization test is
passing at 108.1% with a trigger of 104%. The portfolio has 3.9%
in defaulted securities and 15.1% in securities rated 'CCC+' or
lower (excluding defaults).

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

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


BOUNDLESS CORP: Court Approves New Financing from Vision Tech.
--------------------------------------------------------------
Boundless Corporation (OTC Bulletin Board: BDLS) announced that
the secured creditor and Boundless have agreed, with the consent
of the unsecured creditors, to support a plan to reorganize the
company with the help of new financing from Vision Technologies.
The bankruptcy court approved the settlement agreements between
Boundless and its secured creditor as well as the new financing
from Vision. Vision is an investment group primarily made up of
Boundless shareholders. This is a key milestone in the company's
quest to re-emerge from the bankruptcy process as a self-
sufficient organization capable of delivering strong financial
results for some time to come. Under the provisions of this plan,
the company should emerge from bankruptcy as early as Labor Day,
this year!

Boundless Corporation President and CEO, Joseph Joy said, "It has
been a very long haul to get to this point, but through the
continued hard-work of our associates, and the support of our
wonderful customers and supplier- partners, we are moving forward
once again. We have been in production since April 7th and our
customers are receiving the same high quality products they have
come to depend upon."

The company's CFO, Joseph Gardner, said, "The Company filed for
bankruptcy protection on March 13th, of this year. After a short
shut down while arranging for DIP financing, the company began to
operate again on April 7th. Since that period, the company has
generated positive cash flow from operations. The company is
right-sized and can support its supply chain and operations
through ongoing cash collections."

Tony Giovaniello, VP Business Development, commented, "The order
rate has been excellent and our production team has been working
very hard to catch-up on the order backlog. We expect to ship all
of the backlogged orders by the end of July. At that point, our
lead times will return to normal, less than 30 days after receipt
of order. Our distributors will then have product on their shelves
and resellers and end users will have the same quick access to our
products as they have had for many years. Some of our products,
such as our "Littlefoot" color terminal, the 260 lfc, are now
available with lead times of less than 30 days."

Boundless Corporation is a global technology company with two
subsidiaries: Boundless Technologies, Inc. --
http://www.boundless.com/index-- a desktop display products
company, and Boundless Manufacturing Services, Inc.
(www.boundless.com/manufacturing), an emerging EMS company
providing build-to-order systems manufacturing, as well as
complete end-to-end solutions from design through product end-of-
life to its customers.


BURLINGTON: Gets Approval to Enter Into AIG Insurance Program
-------------------------------------------------------------
Burlington Industries, Inc., and its debtor-affiliates sought and
obtained the Court's authority to:

    (a) enter into an insurance program with National Union Fire
        Insurance Company of Pittsburgh, Pennsylvania, on behalf
        of itself and certain other entities related to American
        International Group, Inc.,; and

    (b) perform their obligations, including:

        -- issuing a Letter of Credit, and

        -- paying all premiums, administrative fees and other
           obligations owing to AIG in the ordinary course of the
           Debtors' businesses, as an administrative expense.

Since October 2000, the Debtors have maintained their insurance
policies with the Kemper Insurance Companies.  However, beginning
December 2002, A.M. Best, Standard & Poor's and Moody's have
downgraded the financial strength ratings of certain members of
Kemper below the "A" level.  In effect, the Debtors were
immediately required to seek replacement coverage for the Kemper
Policies to preserve these critical contractual relationships.

Rebecca L. Booth, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, relates that the Debtors have reached an
agreement with AIG.  Pursuant to the Insurance Program, AIG will
provide the Debtors with these insurance coverage:

    (a) Workers' Compensation and Employers' Liability Policies

        AIG has agreed to provide primary workers' compensation
        coverage and primary employers' liability coverage for the
        Debtors and their employees.  In addition to the annual
        premium, in certain circumstances, the Debtors must pay a
        $500,000 deductible for each accident asserted under
        the workers' compensation or employers' liability
        policies.

    (b) Automobile Liability Insurance

        AIG has agreed to provide primary liability coverage for
        the automobiles used by the Debtors.  In addition, the
        Debtors must pay a $500,000 deductible for each accident
        asserted under the automobile insurance policies.  AIG
        provides the automobile insurance above the applicable
        deductible for an estimated $300,963 annual premium.

    (c) Excess Commercial General Liability Insurance

        AIG has also agreed to provide the Debtors with excess
        commercial general liability insurance to cover
        occurrences in the Debtors' businesses in excess of a
        $500,000 self-insured retention for which they may be
        determined to be liable.  In addition, the Debtors must
        pay the first $500,000 plus all allocated lost adjustment
        expenses for each claim asserted under the excess
        commercial general liability insurance policy.  AIG
        provides the excess commercial general liability insurance
        in excess of the self-insured retention for an estimated
        annual premium equal to $202,071.

To initiate coverage under the Insurance Program, AIG required
the Debtors to:

    -- pay all premiums under the Insurance Program in full; and

    -- provide AIG with a letter of credit to secure the Debtors'
       obligations under the Insurance Program.

Accordingly,

    (1) on April 30, 2003, the Debtors paid $1,002,402 in premiums
        and program and administrative fees for the Insurance
        Program for the period May 1, 2003 through May 1, 2004;
        and

    (2) on May 8, 2003, the Debtors provided AIG with a $1,766,750
        letter of credit as security for the Debtors' obligations
        under the Insurance Program.

Ms. Booth explains that the Kemper downgrading put certain of the
Debtors' critical contractual and business relationships in
peril.  In particular, any interruption in the insurance coverage
would expose the Debtors to serious risks, including:

    (1) the possible incurrence of direct liability for the
        claims payment that otherwise would have been payable
        by AIG under the Insurance Program,

    (2) the possible incurrence of material costs and other losses
        that otherwise would have been reimbursed by AIG under the
        Insurance Program,

    (3) the possible loss of good-standing certification to
        conduct business in states that require companies like
        the Debtors to maintain certain types and levels of
        insurance coverage,

    (4) the possible inability to obtain similar types and levels
        of insurance coverage, and

    (5) the possible incurrence of higher costs for reestablishing
        lapsed policies or obtaining new insurance coverage.

Thus, Judge Newsome rules that:

    (a) The Insurance Program is effective as of May 1, 2003 and
        the Debtors are authorized to execute all agreements under
        the Insurance Program and any amendments or schedules;

    (b) The Debtors are authorized to enter into further renewals
        of the Insurance Program without further Court order;

    (c) The Debtors are authorized and directed to pay their
        obligations under the Insurance Program, including
        premiums and deductibles, in the ordinary course of
        business in accordance with the relevant terms of the
        Insurance Program, without further Court order;

    (d) All collateral or security held at this time by AIG in
        connection with the Insurance Program and all prior
        payments to AIG under the Insurance Program are approved,
        and AIG is authorized to retain and use collateral or
        security in accordance with the terms of the collateral or
        security;

    (e) AIG may adjust, settle and pay insured claims, utilize
        funds provided for that purpose, and otherwise carry out
        the terms and conditions of the Insurance Program, without
        further Court order;

    (f) The Insurance Program will not, without AIG's written
        consent, be altered by any plan of reorganization
        approved in these cases and, absent AIG's consent, will
        survive any plan;

    (g) In the event of a default by the Debtors under the
        Insurance Program, subject to notice and cure provisions
        and the terms and conditions of the Insurance Program,
        AIG, without further Court order, may:

        (1) cancel the Insurance Program;

        (2) foreclose on any collateral, including without
            limitation, drawing on any letters of credit in part
            or full; and

        (3) receive and apply the unearned or returned premiums to
            the Debtors' outstanding obligations under the
            Insurance Program.

        The automatic stay imposed by Section 362 of the
        Bankruptcy Code will be modified for this limited purpose,
        provided, however, that AIG will provide the Debtors with
        five business days' written notice of any default and an
        opportunity to cure the default.

        If the Debtors fail to cure a default or obtain other
        appropriate relief from this Court within five business
        days of receiving the notice, AIG may exercise its rights
        to cancel the Insurance Program and foreclose on any
        collateral without further Court order, subject to the
        Debtors' right to challenge the cancellation or obtain
        other relief from the Court;

    (h) The Debtors' rights against all collateral held by AIG, in
        whatever form, will be governed by the terms of the
        Insurance Program and the related security documentation,
        and the Debtors will not take any action against AIG in
        the Court that is inconsistent with the terms of the
        documentation or this Order; and

    (i) The Debtors' obligations to AIG under the Insurance
        Program will be administrative obligations entitled to
        priority under Section 503(b) of the Bankruptcy Code.
        (Burlington Bankruptcy News, Issue No. 34; Bankruptcy
        Creditors' Service, Inc., 609/392-0900)


CABLE SATISFACTION: Bankers Extend Debt Waivers Until June 24
-------------------------------------------------------------
Cable Satisfaction International Inc.'s bankers agreed to extend
the waivers pertaining to the maturity date of the credit facility
of its subsidiary Cabovisao - Televisao por Cabo, S.A. until
June 24, 2003, subject to certain conditions.

Csii builds and operates large bandwidth (750 Mhz) hybrid fibre
coaxial (HFC) networks and, through its subsidiary Cabovisao -
Televisao por Cabo, S.A. provides cable television services, high-
speed Internet access, telephony and high-speed data transmission
services to homes and businesses in Portugal through a single
network connection.

The subordinate voting shares of Csii are listed on the Toronto
Stock Exchange (TSX) under the trading symbol "CSQ.A".

DebtTraders says that Cable Satisfaction International's 12.750%
bonds due 2010 (CSQ10CAR1) trade at 30 and 32 cents-on-the-dollar.
See http://www.debttraders.com/price.cfm?dt_sec_ticker=CSQ10CAR1
for real-time bond pricing.


CALPINE CORP: Unit Prices $802MM Senior Secured Notes Offering
--------------------------------------------------------------
Calpine Corporation [NYSE:CPN], a leading North American power
company, announced that Power Contract Financing, L.L.C., a wholly
owned stand-alone subsidiary of Calpine Energy Services, L.P.
(CES), has priced an offering of approximately $340 million of
5.2% Senior Secured Notes Due 2006 and approximately $462 million
of 6.256% Senior Secured Notes Due 2010 in a private placement
under Rule 144A.  The two tranches of Senior Secured Notes,
totaling approximately $802 million of gross proceeds, are secured
by fixed cash flows from one of CES' fixed-priced, long-term power
sales agreements with the State of California Department of Water
Resources and a new fixed-priced, long-term power purchase
agreement with a third party.  Calpine expects to complete the
financing on June 13, 2003.

Net proceeds, after funding of debt reserves and payment of
transaction costs and fees, will be used to fund capital
expenditures.  The noteholders' recourse is limited to the assets
of PCF.  Calpine is not providing a guarantee of the Senior
Secured Notes or any other form of credit support.

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

                            *   *   *

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

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


CEPHALON INC: S&P Assigns Low-B Corporate Credit Rating at B+
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to the emerging specialty pharmaceutical company
Cephalon Inc.

At the same time Standard & Poor's assigned its 'B-' subordinated
debt rating to Cephalon's existing $600 million 2% convertible
subordinated notes due 2006. It also assigned a 'B-' rating to
Cephalon's proposed subordinated issues. These include $300
million in zero coupon convertible subordinated notes due 2033
(putable in June 2008) and another $300 million also due 2033 (but
putable in June 2010).

The outlook is positive. Following the transaction, Cephalon will
have approximately $1.3 billion of debt.

Cephalon plans to use the proceeds from the proposed convertible
issues mainly to refinance its existing 5% convertible notes due
2006, as well as to finance acquisitions. The company may also be
stockpiling cash in anticipation of increased marketing support
for one of its products, Provigil, a drug related to sleep
disorders that Cephalon is currently hoping to market for uses
beyond those currently indicated by the FDA.

"The speculative-grade ratings on West Chester, Pa.-based Cephalon
reflect the company's aggressive growth strategy and leveraged
financial profile, factors mitigated by the growing cash flows
from the company's two main pharmaceutical products, Provigil, as
well as Actiq," said Standard & Poor's credit analyst Arthur Wong.

Provigil, which has been approved to treat excessive daytime
sleepiness associated with narcolepsy, is expected to have sales
in the $120 million area for the six months ending June 2003, up
from roughly 30% for the same period the previous year. The drug
accounts for roughly 40% of the company's total revenues. Despite
its FDA-approved indication, however, much of Provigil's growth
can be attributed to "off label" uses. These include treatment for
sleepiness associated with disorders such as depression and
Attention Deficit Hyperactivity Disorder. So that it
can market Provigil for these diseases, Cephalon is pursuing
supplemental new drug applications. If the company is successful,
product sales may reach $500 million by year-end 2005.

There is some concern, however, regarding Cephalon's patent
position on Provigil. A number of generic companies have filed
abbreviated new drug applications, and, if successful at
contesting Cephalon's patent, they may be able to enter the market
with generic Provigil by mid-2006.

Actiq, which has been approved for breakthrough cancer pain, is
expected to have sales in the $100 million area for the six months
ending June 2003, up more than 100% from the same period the
previous year. Although Actiq accounts for only about 30% of the
company's total revenues, the cancer market is relatively under-
penetrated, and the drug will continue to be an important
contributor to growth in the company's cash flows.

Cephalon has experienced substantial revenue growth during the
past three years. The company is expected to continue to be
aggressive, acquiring products and businesses with cash raised
through its convertible debt offerings.


CHAMPION ENT.: Phyllis Knight Takes Over HomePride's Management
---------------------------------------------------------------
Champion Enterprises, Inc. (NYSE: CHB), the nation's leading
housing manufacturer, announced that Abdul H. Rajput, President,
HomePride Finance Corp., has resigned his position to pursue other
interests.  Phyllis Knight will be overseeing HomePride's
operations.

"We regret Abdul's decision to leave Champion and wish him well in
his future endeavors," said Knight.  "However, we are fortunate to
have an experienced team of people at HomePride who continue to
provide strong operational management for our finance company."

Champion Enterprises, Inc., headquartered in Auburn Hills,
Michigan, is the industry's leading manufacturer and has produced
more than 1.5 million homes since the company was founded.  The
company is currently operating 34 homebuilding facilities and 120
retail stores.  Further information can be found using the
company's Web site at http://www.championhomes.net

As reported in Troubled Company Reporter's March 4, 2003 edition,
Standard & Poor's Ratings Services lowered its ratings on Champion
Enterprises Inc.,and its subsidiary, Champion Home Builders Co. At
the same time, the ratings were removed from CreditWatch with
negative implications, where they were placed August 14, 2002,
following an announced restructuring. The outlook is negative.

The rating actions followed the company's recent earnings
announcement, which reflected a weaker-than-expected fourth
quarter, driven by continued losses within Champion's retail
division, additional charges related to realignment efforts, and
the carrying costs associated with the company's new finance arm.
Standard & Poor's believed the company had adequate liquidity to
support the revised ratings, given current unrestricted cash
balances and revolver capacity, the absence of any near-term debt
maturities and minimal capital expense needs for the coming year.
However, given continued slippage in shipment levels -- the result
of limited consumer financing availability and competition from
repossessions -- conditions will remain challenging for Champion,
the industry's largest producer.

                         Ratings Revised

                                             Rating
                                        To           From
Champion Enterprises Inc.

    * Corporate credit               B+/Negative  BB-/Watch Neg

    * $170 mil 7.625% sr unsecured
      notes due 2009                    B-           B

Champion Home Builders Co.

    * Corporate credit               B+/Negative  BB-/Watch Neg

    * $150 mil 11.25% sr unsecured
      notes due 2007                    B-           B


CIENA CORP: Names Nick Jeffery as EMEA Region Managing Director
---------------------------------------------------------------
CIENA(R) Corporation (NASDAQ:CIEN), a leading provider of global
network solutions, announced the appointment of Nick Jeffery to
the position of Managing Director, Europe, Middle East and Africa.
Jeffery joins CIENA from UK service provider Cable and Wireless,
where he held the position of CEO for the company's Global Markets
and Service Providers division. In that role, he was responsible
for constructing the division, and for developing and managing
relationships with the company's largest corporate customers.

Gary Smith, president and chief executive officer of CIENA, said:
"We are pleased to announce the appointment of an industry veteran
of the caliber of Nick Jeffery to head up our EMEA operations.
European telecom operators have gone through a very challenging
period with pressure to cut network expenditure. CIENA is well
placed to help operators use their existing network infrastructure
more efficiently and to create new opportunities in the
substantial enterprise data services market."

Jeffery's appointment will further strengthen CIENA's European
team as it continues to target the region's incumbent carriers.
This appointment follows the Company's recent announcement with BT
to become a strategic partner for the delivery of the UK
operator's next-generation network. Jeffery will be responsible
for maintaining the BT relationship, as well as spearheading
CIENA's efforts to target other major European telecom operators.

One of Jeffery's first tasks will be the implementation of CIENA's
recently announced LightWorks(TM) Services initiative. This next
phase of the Company's ongoing network evolution strategy aims to
provide solutions to carriers to improve their margins and offer
new data services while building upon their existing network
infrastructure.

Prior to joining CIENA, Jeffery spent 12 years at Cable and
Wireless. He was responsible for the successful restructuring of
Cable and Wireless' Enterprise division and led the creation of
the company's India Centre of Excellence in Bangalore between 2001
and 2002.

CIENA Corporation delivers innovative network solutions to the
world's largest service providers, increasing the cost-efficiency
of current services while enabling the creation of new carrier-
class data services built upon the existing network
infrastructure. Additional information about CIENA can be found at
http://www.ciena.com

                          *    *    *

As previously reported in Troubled Company Reporter, Standard &
Poor's lowered the corporate credit rating on optical
telecommunications systems and equipment provider, Ciena Corp., to
single-'B' from single-'B'-plus, reflecting the company's dramatic
decline in sales, and expectations that business conditions will
remain weak over the intermediate term. The outlook remains
negative.

"The ratings continue to reflect the company's narrow business
position, substantial leverage, and the risks of continuing
technology evolution offset by the company's good financial
flexibility," said Standard & Poor's credit analyst Bruce Hyman.


COMM 2003-LNB1: S&P Assigns Prelim. Ratings to 2003-LNB1 Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to COMM 2003-LNB1's $846 million commercial mortgage pass-
through certificates series 2003-LNB1.

The preliminary ratings are based on information as of
June 12, 2003. Subsequent information may result in the assignment
of final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
fiscal agent, the economics of the underlying mortgage loans, and
the geographic and property type diversity of the loans. Classes
A-1, A-2, B, C, D, and E are being offered publicly. Standard &
Poor's analysis determined that, on a weighted average basis, the
pool has a debt service coverage ratio of 1.55x, a beginning loan-
to-value (LTV) ratio of 87.0%, and an ending LTV of 72.1%.

                     LIMINARY RATINGS ASSIGNED

                            M 2003-LNB1
         Commercial mortgage pass-thru certs series 2003-LNB1

         Class                  Rating                Amount ($)
         A-1                    AAA                  162,434,000
         A-2                    AAA                  347,583,000
         B                      AA                    28,553,000
         C                      AA-                   12,691,000
         D                      A                     19,036,000
         E                      A-                    10,575,000
         X-1                    AAA                  846,037,513
         X-2                    AAA                  817,601,000
         A-1A                   AAA                  182,676,000
         F                      BBB+                  10,576,000
         G                      BBB                    8,460,000
         H                      BBB-                  12,691,000
         J                      BB+                   16,921,000
         K                      BB                     4,230,000
         L                      BB-                    5,287,000
         M                      B+                     4,231,000
         N                      B                      4,230,000
         O                      B-                     3,172,000
         P                      N.R.                  12,691,513


COMSTOCK: Improved Liquidity Prompts S&P to Affirm B+ Rating
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on oil and gas exploration and production company
Comstock Resources Inc. and revised its outlook to stable from
negative.

As of March 31, 2003, Frisco, Texas-based Comstock had $351
million worth of debt outstanding.

"The outlook revision reflects Comstock's improved liquidity, debt
reduction, and likely continued debt repayment during the
remainder of 2003," noted Standard & Poor's credit analyst Paul B.
Harvey. "A total of $15 million in bank debt was repaid during
first-quarter 2003, with roughly an additional $30 million
expected to be repaid during the remainder of 2003," he continued.
Total liquidity stood at $129 million as of March 31, 2003, and is
expected to improve as the level of outstanding bank borrowings
declines further. Capital expenditures are expected to be paid
through internal cash flows in 2003 and 2004, with excess cash
flows used to reduce levels of bank debt. Due to Comstock's lack
of hedges on future production, levels of debt repayment will
depend on the strength of hydrocarbon prices, particularly natural
gas.

The ratings for Comstock reflect challenges the company faces as
an independent E&P company with a small, concentrated reserve base
(614 billion cubic feet equivalent as of year-end 2002; 80%
natural gas; 66% proved developed) and high debt leverage. These
risks are partially offset by competitive finding costs and
substantial operating leverage to North American natural gas, a
commodity with attractive medium-term supply and demand
fundamentals.

EBITDA and expenses interest coverage is expected to be above 5x
for 2003 because of strong expected commodity prices, especially
natural gas. If natural gas prices remain strong through 2004,
coverage could approach 6x. The 2003 capital expenditure budget of
$100 million (exploration and development) should be funded
through internal cash flows and allow for some repayment of bank
debt. Debt leverage is expected to decline to the mid-50% range
during 2003, with further reductions dependent on the strength of
hydrocarbon pricing. These solid statistics, however, are not
indicative of potential results during times of nonrobust pricing,
especially given Comstock's policy of not hedging.

The stable outlook reflects the likelihood of further improvement
in Comstock's capital structure as excess cash flows are used to
reduce outstanding debt. The outlook assumes that any acquisitions
will be financed in manner so as to not weaken progress that has
been made in the capital structure and liquidity.


CONSECO FINANCE: U.S. Bank Airs Objection to Plan Confirmation
--------------------------------------------------------------
U.S. Bank, as Trustee for 138 Securitization Trusts and the
largest creditor of the Conseco Finance Corp. Debtors, supports
the CFC Debtors' quick emergence from Chapter 11 and the Asset
Sale.  However, with over $3,000,000,000 in claims against the
estates, U.S. Bank has some unresolved issues.

First, on February 20, 2003, U.S. Bank filed Proofs of Claims
against CIHC, Conseco, CTIHC and Partners Health Group, asserting
preferential transfer, fraudulent conveyance and equitable
subordination.  U.S. Bank believes that in the past 18 months,
more than $1,000,000,000 may have been upstreamed by CFC to the
Parent in the form of improper fund transfers, dividends or other
distributions.  James E. Spiotto, Esq., at Chapman & Cutler, says
that U.S. Bank will not support the Plan until these concerns are
resolved.

Second, there are more than $1,000,000,000 of Documentary
Exceptions for the Securitization Trusts, which do not meet the
standards set forth in the Pass-Through Agreements.  When the CFN
Sale is consummated, a $35,000,000 reserve has been established
for resolution of Documentary Exceptions related to manufactured
housing loan contracts.  The CFC Debtors contend this reserve
covers Home Equity and Home Improvement loan contracts as well.
The Ad Hoc Committee asserts that it pertains only to
manufactured housing.  Mr. Spiotto says the CFC Debtors need to
establish a reserve to cover exceptions in Home Equity and Home
Improvement and to cover exceptions if the CFN Sale is not
consummated.  Currently, U.S. Bank has more than $600,000,000 in
claims relating to Home Equity and Home Improvement Document
Exceptions.  A claim of this size cannot remain unresolved post-
confirmation.

Third, the Plan must comply with all compromises, settlements and
the Consent Agreement previously approved by the Court, which are
material to the manufactured housing lines of business and
include the right to the increased servicing fee.  The
Confirmation Order or the Plan should provide a final accounting
on the increased servicing fee and stipulate that any remaining
funds be turned over to the Trustee.  These funds are not
property of the estate, but are the rightful property of the
Securitization Trusts.

Fourth, U.S. Bank has by far the largest potential claim against
the estate and the most complex relationship with it.  U.S. Bank
will be required to interact with the Plan Administrator on a
regular basis to resolve Documentary Exceptions.  As a result,
U.S. Bank should have a say in the selection of a Plan
Administrator and any Post-Consummation Estate Agreement. Conseco
Bankruptcy News, Issue No. 24; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


CONSECO INC: Brings-In CB Richard Ellis as Hangar No. 76 Broker
---------------------------------------------------------------
Conseco, Inc., asks Judge Doyle for permission to employ CB
Richard Ellis to effect a sublease or assignment of Hangar No. 76
at Indianapolis International Airport.

James H.M. Sprayregen, Esq., at Kirkland & Ellis tells Judge
Doyle that on February 4, 1994, Conseco leased the Hangar from
the Indianapolis Airport Authority.  The lease term extends until
June 30, 2004.  Conseco does not need the Hangar as part of its
reorganized operations and wants to find another tenant.

Conseco agrees to pay CB Richard Ellis a professional service fee
not to exceed $34,500 from the sale proceeds of a Transaction.
Also, CB Richard Ellis will be entitled to split with Conseco any
earnest money or deposit a prospective purchaser makes pursuant
to a letter of intent, an option, sublease or assignment.  The
Engagement Letter indicates that CB Richard Ellis stands to
receive 1% of the Assumption Premium, defined as the one-time
lump-sum advance payment made by assignee to assignor to induce
the transaction.

Conseco submits that the services of CB Richard Ellis are
necessary as the Debtors are ill-equipped to do the job alone.

Jonathan M. Hardy, Senior Associate of CB Richard Ellis, attaches
an affidavit.  To the best of his knowledge, no member of his
firm owns or represents any interest materially adverse to the
estate of Conseco. (Conseco Bankruptcy News, Issue No. 24;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


COOPERATIVE COMPUTING: Receives Tenders & Consents for Sr. Notes
----------------------------------------------------------------
Cooperative Computing, Inc., (CCITRIAD) announced that as of 1:30
p.m., New York City time, Thursday, it received tenders and
consents in excess of a majority of its 9% Senior Subordinated
Notes due 2008.  The consent period for which holders of notes may
tender 9% Senior Subordinated Notes and consent to the proposed
indenture amendments expired at 5:00 p.m., New York City time,
Thursday last week.  Holders who tender notes and consents prior
to such time shall be entitled to consent payments with respect to
the notes.  The tender offer is scheduled to expire on June 26,
2003.

In the event that the other conditions to the tender offer and
consent solicitation are met or waived, CCITRIAD expects to
execute a supplemental indenture effecting amendments to the
indenture governing the 9% senior subordinated notes in accordance
with the terms of the tender offer and consent solicitation.

CCITRIAD is an industry leader in enterprise systems and
information services for the automotive aftermarket, and hardlines
and lumber industries. Headquartered in Austin, TX, the company
has operations in Livermore, CA, Denver, CO, Canada, France,
Ireland and the UK.

As reported in Troubled Company Reporter's June 4, 2003 edition,
Standard & Poor's Ratings Services assigned its 'B+' rating to the
proposed new $175 million senior unsecured notes issue of
Cooperative Computing Inc., issued under Rule 144a with
registration rights. Proceeds from the sale of the new notes are
expected to be used to tender for the existing $100 million senior
subordinated notes, pay off remaining senior bank debt, and buy
out certain equity holders.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit, 'BB-' senior secured bank loan, and 'B-' subordinated debt
ratings on the Austin, Texas-based company. CCI will have $175
million of debt outstanding following the issuance of the notes
and the tendering of the existing notes and repayment of existing
senior bank debt. The outlook is stable.


CYBEX INT'L: Obtains New Three-Year Senior Financing Facility
-------------------------------------------------------------
Cybex International, Inc. (AMEX: CYB), a leading exercise
equipment manufacturer, has received commitment letters from CIT
Business Credit and Hilco Capital LP to provide a $30 million,
three-year senior financing facility which would re-finance the
Company's current bank debt with FleetBoston Financial and
Wachovia Bank.

Additionally, the Company's principal stockholder, UM Holdings,
has agreed to provide up to $8.0 million in subordinated loans and
other guarantees, including advances made to date, as part of such
refinancing, which would also provide the Company with additional
working capital. These transactions are subject to the execution
and delivery of definitive documentation and customary closing
conditions.

John Aglialoro, Chairman and CEO, commented "The new debt facility
is a vital step for Cybex in the company's continued growth and
profitability. We expect that Q2 will see double-digit revenue
growth, exceeding prior guidance of 3%-5%."

Cybex International, Inc. is a leading manufacturer of premium
exercise equipment for commercial and consumer use. Cybex and the
Cybex Institute, a training and research facility, are dedicated
to improving human performance based on an understanding of the
diverse goals and needs of individuals of varying physical
capabilities. Cybex designs and engineers each of its products and
programs to reflect the natural movement of the human body,
allowing for variation in training and assisting each unique user
- from the professional athlete to the rehabilitation patient - to
improve their daily human performance. For more information on
Cybex and its product line, visit the Company's Web site at
http://www.eCybex.com

As reported in Troubled Company Reporter's May 15, 2003 edition,
the Company's March 29, 2003 balance sheet shows a working capital
deficit of about $23 million, while its total shareholders' equity
dwindled to about $640,000 from about $2.4 million three months
ago.

The Company also reported on the status of its credit
arrangements. The Company entered into a forbearance agreement
with its lenders pursuant to which the lenders have agreed not to
exercise their rights with respect to certain financial covenant
defaults under its Credit Agreement during a forbearance period
that runs through June 30, 2003, subject to extension to August
30, 2003 if certain conditions are met. UM Holdings Ltd., a
principal stockholder of the Company, has continued to provide
financial support, with $3,950,000 in subordinated loans
outstanding as of May 9, 2003.


DELTA FUNDING: Class B Notes' Rating Downgraded to B from BBB
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the
class B asset-backed certificates from Delta Funding Home Equity
Loan Trust 2000-4 to 'B' from 'BBB'. At the same time, ratings are
affirmed on the remaining classes from the same series.

      The lowered rating reflects:

      -- Remaining credit enhancement insufficient to support the
         previously assigned rating due to negative collateral
         performance;

      -- Realized losses in each of the most recent six months that
         have exceeded excess interest cash flow by an average of
         at least 5x;

      -- Serious delinquencies (90-plus days, foreclosure, and REO)
         during the same six-month period that averaged 28.16%; and

      -- A loss trend that is expected to continue in the near
         term.

Standard & Poor's reviewed the results of stressed cash flow runs
for the transaction and determined that the credit support for the
class was not consistent with the prior rating. Therefore,
Standard & Poor's will continue to monitor the performance of the
transaction on a monthly basis to ensure the assigned rating
accurately reflects the risks associated with this security.

The affirmations reflect sufficient levels of credit support to
maintain the current ratings, despite the high level of
delinquencies.

Credit support for class B is provided by excess interest and
overcollateralization. In addition, all other classes receive
further support from subordination. Furthermore, the senior
certificates receive additional credit support provided by an
'AAA' bond insurance provider (Financial Security Assurance Inc.).

The collateral consists of fixed- and adjustable-rate home equity
first and second lien loans secured by one- to four-family
residential properties.

                        RATING LOWERED

         Delta Funding Home Equity Loan Trust 2000-4
                   Asset-backed certificates

                             Rating
              Class       To         From
              -----       --         ----
              B           B          BBB

                       RATINGS AFFIRMED

         Delta Funding Home Equity Loan Trust 2000-4
                 Asset-backed certificates

              Class      Rating
              -----      ------
              A, IO      AAA
              M-1        AA
              M-2        A


DIRECT INSITE: Fails to Maintain Nasdaq Listing Standards
---------------------------------------------------------
Direct Insite Corp. (NASDAQ: DIRI) received a Nasdaq staff
determination dated June 5, 2003 indicating that the Company fails
to comply with the requirements for continued listing regarding
stockholders' equity as set forth in Marketplace Rule
4310(C)(2)(B), and the Company's securities are therefore subject
to delisting from The Nasdaq SmallCap Market.

The Company submitted its request for a hearing before a Nasdaq
Listing Qualifications Panel to review the staff determination.
Submission of this hearing request delays the delisting of the
Company's securities pending the Panel's decision. At this
hearing, the Company intends to discuss its plans for complying
with the continued listing requirements in order to maintain its
NASDAQ listing. There can be no assurance, however, that the Panel
will grant the Company's request for continued listing.

The effect of this Nasdaq rule with respect to stockholders'
equity has no effect on the Company's ability to continue its day
to day business in the ordinary course since, among other things,
if the Company's securities were no longer listed on Nasdaq, they
will be automatically be listed for quotation on the OTC Bulletin
Board unless the Company voluntarily lists its securities on
another exchange.

Chairman and CEO Jim Cannavino stated, "I, and the board are
committed to the Company and its plan to continue to focus on the
higher margin recurring revenues associated with our EIP&P
offering. We believe this is the best strategy to deliver a
profitable company in the shortest period of time".

Direct Insite Corp operates primarily as an Application Service
Provider, generally referred to as an ASP, providing an Electronic
Invoice Presentment and Payment solution targeted at large
enterprise customers. The Company's offering is based on a "data
centric" approach that improves the delivery and management of
high volumes of invoice related data while providing a customer
workflow system that better manages the complexity of the
presentation, analysis, dispute resolution, approval and payment
process. This reduces the administrative and operating expenses
for both "Biller" and "Payer" alike. Direct Insite also provides
managed services using our patented d.b.Express(TM) technology, a
management information tool that allows users to visually data
mine large volumes of transactional data via the Internet. A
complete Internet Customer Care tool set integrated with the EIP&P
product set is also available. Additionally, the Company offers an
integrated solution of order entry, workflow management,
provisioning, and invoice verification for large enterprise
clients, currently marketed under the trade name AMS (Asset
Management System) sometimes referred to as TAMS.

Headquartered in Bohemia, NY, with offices in Dallas, TX, and
Chicago, IL, Direct Insite Corp. employs a staff of 65. For more
information about Direct Insite Corp. visit
http://www.directinsite.com

Direct Insite's March 31, 2003 balance sheet shows that its total
current liabilities exceeded its total current assets by about
$700,000, while its total shareholders' equity deficit further
dwindled to about $130,000 from about $1.2 million three months
ago.


DYNEGY INC: Issues Statement on Indictments of Former Employees
---------------------------------------------------------------
Dynegy Inc. (NYSE:DYN) issued the following statement on the
indictments brought against three former employees:

      "While it is Dynegy's policy not to discuss former employees
or matters pertaining to their employment, the company has been
and remains committed to complete cooperation with the U.S.
Attorney's Office in Houston and other government agencies.

      "In addition to resolving its past issues, the company is
focused on the present and the future through its self-
restructuring initiatives and the reliable, physical delivery of
energy products and services to customers. Dynegy has been, and
will continue to be, committed to restoring the confidence of all
stakeholders."

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

The Rating Outlook for DYN and its affiliates is Stable.

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

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

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

                       Ratings Actions

     DYN

        -- Indicative senior unsecured debt 'CCC+'.

     DYNH

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

     Dynegy Capital Trust I

       -- Trust preferred stock 'CC'.

     Illinois Power Co.

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

     Illinova Corp.

       -- Senior unsecured debt 'CCC+'.

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


EBT INT'L: Shareholders Approve Proposed 1-For-50 Reverse Split
---------------------------------------------------------------
eBT International, Inc., (OTC Bulletin Board: EBTI) Tuesday held
its Annual Meeting of Stockholders in Boston, MA for the purpose
of electing directors and amending the Company's Certificate of
Incorporation to effect a 1-for-50 reverse stock split of the
outstanding shares of the Company's common stock, as set forth in
the Company's Proxy Statement dated May 12, 2003.

There were 14,019,262 shares of the Company's common stock
represented at the Annual Meeting in person or by proxy, which is
approximately 95.5% of the shares of common stock outstanding and
entitled to vote based on the April 25, 2003 record date for the
Annual Meeting.

The persons nominated for election as directors were elected and
the reverse stock split was approved by the holders of the
requisite number of shares.  The reverse stock split became effect
at 6:00 pm, Eastern time, on June 10, 2003, as the result of
filing a Certificate of Amendment to the Company's Certificate of
Incorporation with the Delaware Secretary of State. The exchange
agent, EquiServe Trust Company, will send a letter of transmittal
to the holders of fractional shares as of June 10, 2003.
Stockholders who hold fewer than 50 shares in any discrete account
will receive $0.11 for each pre-split share in cash after
surrendering their stock certificates to the exchange agent, and
as a result will no longer be stockholders of the Company with
respect to such shares.

As a result of this reverse stock split, the Company is expected
to have fewer than 300 holders of record of common stock,
permitting the Company to terminate the registration of its common
stock with the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended. The Company intends
to file for termination of such registration as soon as
practicable.

Prior to May 23, 2001, the Company developed and marketed
enterprise-wide Web content management solutions and services.
The Company's stockholders approved a plan of liquidation and
dissolution on November 8, 2001, and a certificate of dissolution
was filed with the State of Delaware on November 8, 2001.  An
initial cash liquidation distribution in the amount of $44,055,000
(or $3.00 per share) was returned to stockholders on December 13,
2001.  A second cash liquidation distribution in the amount of
$4,406,000 (or $0.30 per share) was returned to stockholders on
October 30, 2002.  It is unlikely that any future liquation
distributions will be made to stockholders until final resolution
of all matters, including potential indemnification claims related
to the restatement of the Company's financial results for the
first three quarters of 1998.


EMMIS COMMS: Annual Shareholders' Meeting to Convene on June 25
---------------------------------------------------------------
On Tuesday, July 1, 2003, Emmis Communications will host a
conference call to discuss first quarter earnings. Emmis
Chairman/Chief Executive Officer Jeff Smulyan and Executive Vice
President/Chief Financial Officer Walter Berger will host the
call.

To access this conference call, please dial 1.773.756.4619, or
listen online at http://www.emmis.com

      DATE/TIME                Tuesday, July 1, 2003

                               Eastern        9 a.m.
                               Central        8 a.m.
                               Mountain       7 a.m.
                               Pacific        6 a.m.

      CALL NAME/PASSCODE       Emmis Communications

      MODERATORS               Jeff Smulyan
                               Walter Berger

      PLEASE NOTE              To facilitate call entry, we
                               recommend that you place your call
                               five minutes before the scheduled
                               start time.

      CALL PLAYBACK            A digital playback of the call will
                               be available until Tuesday, July 8
                               by dialing 1.402.220.3459.

Investors have the opportunity to listen to the conference call
over the Internet through the Emmis Web site, http://www.emmis.com

To listen to the live call, please go to the Web site at least
fifteen minutes early to register, download, and install any
necessary audio software.  For those who cannot listen to the live
broadcast, a replay will be available on the site shortly after
the call.

Emmis also announced that its Annual Shareholder Meeting is
scheduled for 10 a.m. on Wednesday, June 25, 2003 at Emmis'
Corporate headquarters in Indianapolis.

Emmis Communications is an Indianapolis-based diversified media
firm with radio broadcasting, television broadcasting and magazine
publishing operations. Emmis' 18 FM and 3 AM domestic radio
stations serve the nation's largest markets of New York, Los
Angeles and Chicago as well as Phoenix, St. Louis, Indianapolis
and Terre Haute, IN. In addition, Emmis owns two radio networks,
three international radio stations, 16 television stations, award-
winning regional and specialty magazines, and ancillary businesses
in broadcast sales and publishing. Emmis has announced the
acquisition of a majority interest in six radio stations in
Austin, Texas. Pending approvals from the Federal Communications
Commission and other regulatory agencies, the transaction is
expected to close in the company's second fiscal quarter. After
the close of the transaction, Emmis will own 27 radio stations in
eight markets.

                          *    *    *

As previously reported in Troubled Company Reporter, Standard &
Poor's Ratings Services assigned its single-'B'-plus bank loan
rating to the $500 million senior secured term loan B of Emmis
Operating Co. All other ratings on Emmis and its parent company,
Emmis Communications Corp., including the single-'B'-plus
corporate credit rating, are affirmed. The outlook is stable.


ENRON CORP: EIM Unit Seeks Stay Lift to Pay Policy Advances
-----------------------------------------------------------
Energy Insurance Mutual asks the Court, pursuant to Section
362(d) of the Bankruptcy Code, for relief from the automatic
stay, to the extent applicable, to advance or pay defense costs
to, and settlement proceeds on behalf of, individual defendants
under the Debtors' Excess Directors and Officers Liability
Indemnity Policy.

Louis Scarcella, Esq., at Scarcella Rosen & Slome LLP, in Garden
City, New York, relates that in 2000, Enron Corp. purchased an
Excess Directors and Officers Liability Indemnity Policy from
EIM.  This policy provides $65,000,000 of excess insurance
coverage, including coverage for legal fees and associated
expenses incurred in defending covered "Claims", excess of a
Directors and Officers Liability Insurance Policy from Associated
Electric & Gas Insurance Services Limited, which provides
$35,000,000 of primary insurance coverage.  The EIM Excess Policy
is a "followform" policy and, thus, incorporates all terms and
provisions of the AEGIS D&O Policy that are not otherwise
inconsistent with the terms and provisions of the EIM Excess
Policy.

Coverage under the Policies for certain D&O Defense Costs,
settlements and judgments is provided directly to or on behalf of
the Debtors' present and former officers and directors if the
Loss is not reimbursed by the Debtors through indemnification
payments.  The Policies also insure the Debtors to the extent the
Debtors indemnify their present and former officers and directors
for covered Loss.  Further, the EIM Excess Policy insures the
Debtors for certain claims asserted against the Debtors and for
certain expenses the Debtors incurred pursuant to Endorsements 6
and 7 of the AEGIS D&O Policy.

According to Mr. Scarcella, the EIM Excess Policy originally
applied to Covered Claims first made during the period from
September 1, 1998 through September 1, 2001.  The EIM Excess
Policy was renewed and expired by its terms on September 1, 2002,
at which time the Debtors purchased a three-year Discovery Period
under the EIM Excess Policy.  The Debtors supplemented the
coverage provided under the AEGIS D&O Policy and EIM Excess
Policy with additional excess policies from a number of different
insurance carriers.  Total insurance coverage under all of the
D&O Policies is $350,000,000.

As noted, the AEGIS D&O Policy and the EIM Excess Policy
generally provide that, subject to certain conditions and other
terms, AEGIS and, if the limit of liability under the AEGIS D&O
Policy is exhausted, then EIM will pay, among other things, the
legal fees and related expenses and certain settlement amounts of
the Debtors' covered directors and officers incurred in a covered
Claim.

Endorsement 13 of the AEGIS D&O Policy, which is incorporated
into the EIM Excess Policy and which is entitled "Priority of
Payments Endorsement," adds an additional subparagraph to Section
I(B) of the AEGIS D&O Policy, which states:

     "With respect to the ULTIMATE NET LOSS [which includes D&O
     Defense Costs and settlement amounts] for which payment is
     due the INSURER shall: first, pay such CLAIM which is covered
     by Insuring Agreement (A)(1), and then with respects [sic] to
     any remaining Limits of Liability after the payment of any
     CLAIM made under Insuring Agreement (A)(1), at the written
     request of the chief executive officer of the COMPANY, either
     pay or withhold payment of such other remaining portion of
     the ULTIMATE NET LOSS for which overage is provided under
     this POLICY."

As a result of this priority of payment provision, the Debtors'
interests in the EIM Excess Policy are secondary to the
Individual Defendants' interest.  EIM acknowledges that it would
pay or advance covered Defense Costs and settlement amounts to
various Individual Defendants upon exhaustion of the limits of
liability of the AEGIS D&O Policy, subject to:

     (a) EIM's full reservation of rights; and

     (b) other standard conditions, as the execution by each
         covered Individual Defendant of a binding written
         undertaking to repay all monies advanced if it ultimately
         is determined that the individual is not entitled to
         insurance coverage.

Mr. Scarcella notes that the Debtors and their present and former
officers and directors are defendants in class action and
individual lawsuits, investigations and proceedings, including
numerous purported class actions against the Individual
Defendants alleging, inter alia, violations of federal and state
securities laws.  Most of the Lawsuits have been consolidated
before Judge Melinda Harmon of the United States District Court
for the Southern District of Texas.

On February 27, 2002, Mr. Scarcella relates, Judge Harmon issued
an accelerated pre-trial Scheduling Order that "will require the
expenditure of a great deal of time and energy by the lawyers and
parties, but one that will bring this case to a resolution in as
short a time frame as humanly possible, while serving the
interest of justice."  Among other things, Judge Harmon's
Scheduling Order requires that the parties establish and fund,
"as promptly as possible," a document depository for the
voluminous documents to be reviewed in connection with those
actions.  Moreover, the Scheduling Order requires that that trial
commence no later than December 1, 2003.

The Individual Defendants have incurred -- and, in light of Judge
Harmon's Order, likely will continue to incur on an expedited
basis -- significant Defense Costs in the defense of the
Lawsuits.  AEGIS has authorized $30,516,902 Defense Costs
advancement under the AEGIS D&O Policy, and of that amount the
Individual Defendants have already received interim payment or
advancement from AEGIS equal to $29,615,700.  EIM anticipates
that coverage under the AEGIS D&O Policy will soon be exhausted
and that the Individual Defendants will then turn to EIM to
advance defense costs under the terms and conditions of the EIM
Excess Policy.

Mr. Scarcella clarifies that EIM has fully reserved all of its
rights and defenses under the Policies and available at law with
respect to the Lawsuits and any related matters or with respect
to any information which the Insureds provided to or failed to
provide to EIM in connection with the EIM Excess Policy or the
underwriting thereof.  Nothing in or relating to this request
constitutes a waiver, modification or limitation of the full
reservation of rights or an admission or acknowledgment that the
EIM Excess Policy properly incepted, currently exist or creates
any liability for or obligations by EIM.

Mr. Scarcella disclosed that certain Insureds recently presented
to AEGIS and EIM confidential settlement demands in one of the
Lawsuits.  Because the settlement demands exceed the remaining
limit of liability of the AEGIS policy, the obligation to respond
to these settlement demands will fall to EIM.  Since many of the
Lawsuits were filed more than a year ago, it is likely additional
settlement demands will be submitted to EIM in the future.

The settlement demands submitted to AEGIS and EIM to date have
been conditioned upon the existence and terms of the specific
demands and any resulting settlement being held in strict
confidence.  EIM, therefore, is not at liberty to disclose
anything about the settlement demands received to date.

Consistent with EIM's rights and obligations under the EIM Excess
Policy, any settlement demand submitted to EIM will be evaluated
both regarding its reasonableness under the circumstances and its
coverage under the EIM Excess Policy.  EIM will consent to any
demand only if and to the extent EIM determines the proposed
settlement is reasonable and covered under the EIM Excess Policy.

To the extent the automatic stay may apply to the EIM Excess
Policy and its proceeds, EIM asks the Court for relief from the
automatic stay for purposes of payments or advancements by EIM,
upon exhaustion of the limits of liability of the AEGIS D&O
Policy, of reasonable and necessary Defense Costs and settlement
amounts, which EIM determines to be owing under the EIM Excess
Policy for the Individual Defendants, subject to EIM fully
reserving its rights and defenses and the execution of a written
undertaking by each of the covered Insureds to repay any amounts
advanced if it ultimately is determined that they are not
entitled to coverage.  Mr. Scarcella tells the Court that EIM is
not requesting that the Court approve, review or otherwise become
involved in decisions by EIM regarding what amounts are or are
not reasonable, necessary, covered or otherwise owing under the
Policies.

Mr. Scarcella points out that the issue presented by EIM's
request as to Defense Costs was previously submitted to this
Court pursuant to AEGIS' Motion for an Order Granting Relief from
the Automatic Stay, to the Extent Applicable, to Pay or Advance
Defense Costs to Individual Defendants under the AEGIS D&O
Policy.  After briefing and oral argument, the Court granted
AEGIS' request.  In prior filings with the Court, the Debtors and
several objectors presented arguments regarding whether or not
the AEGIS D&O Policy and its proceeds are assets of the Debtors'
bankruptcy estate.  EIM does not take a position with respect to
that issue for purposes of this motion.  Instead, EIM simply
seeks relief from the automatic stay if and to the extent the EIM
Excess Policy and its proceeds may be assets of the Debtors'
bankruptcy estate, in order to allow EIM to fulfill its
contractual obligations under the EIM Excess Policy to the
Individual Defendants.  Absent an order, Mr. Scarcella fears, EIM
will be placed in the impossible dilemma of either advancing
Defense Costs under the EIM Excess Policy or not advancing
Defense Costs under the EIM Excess Policy.

Because settlement demands have been made and will likely
continue to be made under the Policies, EIM further asks the
Court to lift the automatic stay, if applicable, to allow the
Insureds to exercise whatever rights they may have under the EIM
Excess Policy and to allow EIM to discharge whatever obligations
it may have under the EIM Excess Policy with respect to
settlement demands. (Enron Bankruptcy News, Issue No. 69;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


EROOMSYSTEM: Projected Bankruptcy by June 1 Without New Equity
--------------------------------------------------------------
Since inception, eRoomSystem Technologies Inc. has suffered
recurring losses. During the year ended December 31, 2002 and the
three months ended March 31, 2003, the Company had losses of
$3,550,923 and $490,989, respectively. During the year ended
December 31, 2002 and the three months ended March 31, 2003, the
Company's operations used $1,626,305 and $105,338 of cash,
respectively. The Company had a cash balance of $133,603 as of
March 31, 2003, of which $110,395 was restricted for the purpose
of paying the final two payments of certain long-term obligations.
These matters raise substantial doubt about the Company's ability
to continue as a going concern. Management is attempting to obtain
debt and equity financing for use in its operations. Realization
of profitable operations or proceeds from the financing is not
assured. Management is also attempting to find an entity
interested in purchasing or merging with the Company. Completion
of a sale or merger can not be assured.

eRoomSystem Technologies, Inc. is a Nevada corporation that was
incorporated on August 31, 1999. Its core business is the
development and installation of an intelligent, in-room computer
platform and communications network, or the eRoomSystem, for the
lodging industry. The eRoomSystem is a computerized platform and
processor-based system designed to collect and control data. The
eRoomSystem supports the Company's fully-automated and interactive
eRoomServ refreshment centers, eRoomSafes, and other proposed
applications. In addition, the Company has expanded the products
and services offered through the introduction in 2002 of its
eRoomEnergy products, the eRoomServ upright multi-vending rack and
the eRoomTray (ambient tray for dry goods). Additional products
and services will include information management services,
additional in-room energy management capabilities, credit
card/smart card capabilities for direct billing and remote
engineering and maintenance services.

The Company's products interface with the hotel's property
management system through the eRoomSystem communications network.
The hotel's property management system posts usage of the
Company's products directly to the hotel guest's room account. The
solutions offered by the eRoomSystem and related products have
allowed the Company to install its products and services in
several premier hotel chains, including Marriott International,
Hilton Hotels and Carlson Hospitality Worldwide, in the United
States and abroad.

     Revenues

Revenues from product sales were $7,166 for the three months ended
March 31, 2003 as compared to $10,239 for the three months ended
March 31, 2002, representing a decrease of $3,073, or 30.0%.

Revenue from revenue sharing arrangements was $291,741 for the
three months ended March 31, 2003 as compared to $304,019 for the
three months ended March 31, 2002, representing a decrease of
$12,278, or 4.0%.

Maintenance fee revenues were $87,397 for the three months ended
March 31, 2003 and $54,989 for the three months ended March 31,
2002, representing an increase of $32,408, or 37.1%. This increase
was due to the installation of additional products in the field
during the twelve months ended March 31, 2003.

     Cost of Revenue

Cost of product sales revenue for the three months ended March 31,
2003 was $39,809, compared to $1,226 for the three months ended
March 31, 2002, an increase of $38,584, or 3147%. The significant
increase in costs was due to the write-off of units with a book
value of $34,875 during the three months ended March 31, 2003. The
gross margin percentage on revenue from product sales revenue was
a negative 455.5% for the three months ended March 31, 2003,
compared to 88.0% for the three months ended March 31, 2002.

Cost of revenue sharing revenue was $179,481 for the three months
ended March 31, 2003 and $94,868 during the three months ended
March 31, 2002, representing an increase of $84,613, or 89.2%. The
increase in the cost of revenue sharing revenue was due to an
increased number of units previously placed pursuant to the
Company's revenue sharing program, and the resulting costs
associated with maintaining such units. The gross margin
percentage on revenue sharing revenue was 38.5% for the three
months ended March 31, 2003 and 68.8% for the three months ended
March 31, 2002. The increase in gross margin percentage on revenue
sharing revenue was primarily due to the reduction in salaries and
overhead associated with the administration of the revenue stream.

Cost of maintenance revenue was $51,616 for the three months ended
March 31, 2003 and $112,497 for the three months ended March 31,
2002, representing a decrease of $60,881, or 54.1%. The gross
margin percentage on maintenance revenues was 40.9% for the three
months ended March 31, 2003 and a negative 104.6% for the three
months ended March 31, 2002. The decrease in cost of maintenance
revenue and the significant increase in the gross margin
percentage were primarily due to cost-cutting measures realized
through a reduction in field operations personnel responsible for
maintaining the units, and not having a significant event such as
the one-time repair costs f $35,000 associated with a hotel
property in the three months ended March 31, 2002.

eRoomSystem incurred losses attributable to common stockholders of
$490,989 and $589,480 during the three months ended March 31, 2003
and 2002, respectively. The $98,491 decrease in the loss
attributable to common stockholders was due primarily to increased
revenue and realization of better operating margins. However, the
Company has continued to incur losses subsequent to March 31, 2003
and, as a result, has experienced an increase in accumulated
deficit. Management believes that the Company will continue to
incur losses for the foreseeable future.

The Company has been attempting to secure third party equity
financing since June 2002 and a new debt financier since
September 18, 2002. To date, it has had no success in achieving
either objective. The Company has reduced expenses in every way
possible and management has not received compensation in nearly
two months, but eRoomSystem's cash position is extremely
precarious. Consequently, if unable to secure a substantial equity
infusion by June 1, 2003, management has stated that it is likely
that the Company will have no choice but to file for protection
under the United States Federal bankruptcy laws.


E-SIM LTD: April 30 Balance Sheet Insolvency Widens to $5.7 Mil.
----------------------------------------------------------------
e-SIM Ltd. (OTCBB: ESIM.OB), a leading provider of MMI solutions
for the wireless industry, announced its financial results for the
first quarter, ended April 30, 2003.

Revenues for the first quarter were $1,160,886, compared with the
$1,080,796 for the comparable quarter of 2002, representing an
increase of 7.4%. Revenues for Q4 2002 were $1,852,232. Gross
profit for the current quarter was $712,370 as compared to
$680,069 for Q1 2002, and $1,324,547 for Q4 2002.

Net loss for the quarter was $831,763, compared with $826,648 for
the comparable quarter. The previous quarter saw a net loss of
$76,339.

e-SIM management has noted that revenues were negatively affected
owing to the postponement of a sizable payment for a major
contract due to financial difficulties. e-SIM hopes to receive
this payment in the near future.

The company's backlog of orders remains strong at $3,928,200.

e-SIM Ltd.'s April 30, 2003 balance sheet shows a working capital
deficit of about $6 million and a total shareholders' equity
deficit of about $5.7 million.

Commenting on the results, Marc Belzberg, Chairman and CEO of e-
SIM Ltd. said, "We are obviously disappointed by the lower than
expected revenues for the first quarter. However, our outlook
remains very positive. The close to $4,000,000 in backlog attests
to our MMI solution's relevance for the wireless industry. The e-
SIM name is increasingly recognized as a leader in the field and
we see our business and opportunities developing very positively.
I am confident that e-SIM is well positioned to grow significantly
and increase its revenues from royalties, product licenses and
professional services."

Founded in 1990, e-SIM Ltd. -- http://www.e-sim.com/-- is a major
provider of MMI (Man-Machine Interface) solutions for wireless and
electronic products. e-SIM's MMI solutions are used by a wide
range of wireless and electronic consumer goods manufacturers as
well as by makers of aerospace and military equipment. e-SIM's
RapidPLUS(TM) line of software products enables product designers
and engineers to expedite the concept-to-market life cycle of
products by easily creating simulated computer prototypes that are
fully functional, and generating code from them to be used in the
actual product. The RapidPLUS(TM) solution enables smooth
development of wireless and electronic products and brings them to
market faster with lower development costs.

e-SIM's proprietary technology enables the creation and
distribution of electronic LiveManuals, which are "virtual
products" that look and behave like real products, over the
Internet.


FEI CO: S&P Rates New Convertible Subordinated Note Offer at B-
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on FEI Co.
to negative from stable, affirmed its 'B+' corporate credit rating
on the company, and assigned its 'B-' rating to FEI's new $150
million convertible subordinated note offering. Hillsboro Oregon-
based FEI is a niche provider of high-end metrology and process
equipment to the semiconductor, data storage, industrial, and
research end markets. As of March 30, 2003 FEI had $175 million of
debt outstanding.

"The outlook change reflects an expected increase in net debt
resulting from the note offering, combined with weakened operating
profitability due to sluggish market conditions," said Standard &
Poor's credit analyst Joshua Davis.

The note offering has a zero coupon and is convertible into FEI
common stock at a price of $27.132 per share. FEI will use
approximately $25 million of the proceeds to enter into a hedge
arrangement that effectively offsets dilution from conversion of
the notes, up to a price of $40.80. Purchasers have been granted a
"green-shoe" option to purchase up to $50 million of additional
notes, which could increase gross proceeds to $200 million. The
notes are puttable to the company on June 15, 2008, at 100.25
percent of par value.


FLEMING COS: Seeks Nod for Glass & Assoc. Termination Pact
----------------------------------------------------------
Before the Petition Date, Fleming Companies, Inc., and its debtor-
affiliates employed Glass & Associates, Inc. as their
restructuring advisor pursuant to a Management Services Agreement
on March 14, 2003.  Because of the size and complexity of the
assignment, Glass was required to immediately devote substantial
resources to the project, which in turn required the firm to both
divert personnel from other existing projects and decline other
employments to ensure it had sufficient resources available to
meet the Debtors' demands.  From March 14 to April 1, 2003, 11
Glass professionals spent 932.8 hours working for the Debtors.
The firm was paid $331,076 in professional fees and reimbursed
$13,635 in expenses before the Debtors filed for Chapter 11.

The Debtors want Glass to continue its services as restructuring
advisor.  Accordingly, Glass continued to perform restructuring
advisory services on and after the Petition Date using
essentially the same team of professionals.

Unfortunately, as a result of developments in the cases,
including discussions with various creditors, the Debtors
subsequently determined not to continue with Glass' services and
instead seek restructuring advisory services from AlixPartners
LLC. The Debtors advised Glass of this decision on April 10, 2003,
but requested the firm to continue to provide restructuring
advisory services during an interim period while the restructuring
advisory role was transitioned to AlixPartners. Glass continued to
render the same services through April 17, 2003.

In connection with the decision to utilize AlixPartners and
discontinue Glass' services, the Debtors and Glass negotiated a
Termination Agreement, which in material part provides that:

     (1) Glass' services under the Management Services Agreement
         will terminate effective April 17, 2003;

     (2) The Debtors will file an application to approve Glass'
         employment nunc pro tunc to April 1, 2003 under the terms
         of the Management Services Agreement;

     (3) Glass will file a final application for compensation for
         services rendered and reimbursement of expenses incurred
         under the Management Services Agreement between April 2,
         2003 and April 17, 2003 amounting to $450,000.  The full
         amount compensation and reimbursement contemplated by the
         Termination Agreement will be paid from the $500,000
         retainer that Glass held since the Petition Date pursuant
         to the Management Services Agreement.  The balance of the
         retainer will be returned to the Debtors; and

     (4) Glass and the Debtors mutually release each other from
         any claims under the Management Services Agreement, with
         limited exceptions related to, among other things, the
         confidentially of information and use of work product.

Fleming Interim CEO and President Peter S. Willmott tells the
Court that the services performed by Glass were necessary to
enable the Debtors to prepare for the Chapter 11 filing and to
comply with the requirements of the Bankruptcy Code during the
first few weeks of their cases.  During this period, Glass
stationed its professionals at the Core-Mark operation in
California, the Debtors' accounting operation in Oklahoma City,
Oklahoma and at the Debtors' corporate headquarters in
Lewisville, Texas and performed these services:

     (a) completed and communicated to the Debtors' management
         team, secured lenders and professionals a comprehensive
         cash flow forecast, including a three-week forecast and a
         13-week forecast;

     (b) completed a comprehensive business financial model,
         including income statement, balance sheet, cash flow
         statement and borrowing base calculation;

     (c) analyzed the Debtors' financial statements for the first
         three accounting periods of fiscal year 2003, provided
         observations to the management and integrated results into
         the 13-week cash flow forecast and business financial
         model;

     (d) worked with the Debtors' professional support team on
         various operating and financial issues relating to the
         Chapter 11 filing and post-filing period, including issues
         with taxing authorities, vendor claims and reclamation
         claims;

     (e) counseled Fleming's Board of Directors and management
         regarding numerous operational and financial issues,
         including a risk adjusted 2003 financial plan addressing
         the variances in the first three accounting periods
         coupled with the significant lack of liquidity uncovered
         in Glass' initial cash analysis, the difficulties in
         maintaining acceptable customer service levels and ongoing
         relationships with trade suppliers and the retention of
         key employees, unprofitable units and high corporate
         overhead;

     (f) prepared for and attended meetings with the Debtors'
         secured lenders, trade suppliers and bondholder
         representatives;

     (g) prepared for and attended Board meetings;

     (h) developed the initial cash collateral budget for
         submission to the Bankruptcy Court;

     (i) assisted the management in developing a prioritization
         process for daily cash disbursements;

     (j) continued communications with trade suppliers initiated
         before the Chapter 11 filing and continued working with
         the ad hoc trade group on various issues, including the
         Debtors' Critical Vendor Program and Trade Lien;

     (k) initiated the segregation of and separate management focus
         on excess assets, including retail operations and
         locations, inventory, leases and fixed assets; and

     (l) initiated an analysis of past due accounts receivable and
         actions to institute an improved collection process.

Pursuant to the Management Services Agreement, the Debtors agreed
to pay Glass on an hourly basis with the ability to earn
Amendment and Restructuring Fees.  The Debtors also promised to
reimburse Glass' actual and necessary costs and expenses.

The hourly rates of Glass professionals who performed services
for the Debtors are:

          Principal                  $425 - 550
          Case Director               375 - 425
          Senior Associate            325 - 375
          Consultant                  190 - 300
          Clerical/Administrative      75 - 95

Because of the extraordinary demands placed on Glass by the
assignment, including the need to redirect professionals from
other projects and decline other employment to ensure that it had
sufficient resources to meet Fleming's needs, and the lost
opportunity to earn a Restructuring Fee, the Debtors support
Glass' request in its compensation application for an enhancement
of $94,432 above its total fees and costs incurred.

Both the Debtors and Glass expected the project would last for
many months, and indeed, in the first 30 days of the engagement
Glass' fees exceeded $700,000, Mr. Willmott says.  In recognition
of the demands of the engagement, an enhancement of Glass' hourly
fees is therefore appropriate.

Consequently, the Debtors ask the Court to approve Glass'
interim employment as restructuring advisor.  The Debtors also
seek approval of the Termination Agreement as well as permission
to pay outstanding compensation and reimbursement obligations to
Glass.

Before the Petition Date, Mr. Willmott discloses that Glass
received $500,000 as a retainer for its services in the Chapter
11 cases.  The firm has been paid the full $344,712 for its
prepetition services rendered and expenses incurred.

Jack R. Stone, a Principal at Glass, assures the Court that the
firm is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code.  Glass does not hold or represent
an interest adverse to the estates that would impair its ability
to objectively perform professional services for the Debtors.
(Fleming Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


GERDAU AMERISTEEL: $350-Mill. Bank Facility Gets S&P's BB Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' bank loan
rating to Gerdau Ameristeel Corp.'s proposed $350 million senior
secured revolving bank credit facility due 2008. Standard & Poor's
also assigned its 'B+' rating to the company's proposed $400
million senior unsecured notes due 2011.

At the same time, Standard & Poor's affirmed its 'BB-' corporate
credit rating on the company. The outlook remains stable.

"The credit facility is rated one notch above the corporate credit
rating reflecting Standard & Poor's assessment of the strong
prospect for full recovery in a default or bankruptcy scenario,"
said Standard & Poor's credit analyst Dominick D'Ascoli. Standard
& Poor's said that the rating on the bank loan is based on
preliminary terms and conditions and is subject to review once
full documentation is received.

Standard & Poor's said that its ratings on Tampa, Fla.-based
Gerdau Ameristeel reflect the company's fair business position as
a producer of rebar; structural shapes; and merchant bar, rod,
flat-rolled, and fabricated steel.


GLOBAL CROSSING: XO Proposes Tender for 'Any and All' Bank Debt
---------------------------------------------------------------
XO Communications, Inc. is prepared to launch immediately an "any
and all" tender offer for the $2,250,000 billion of Senior Secured
Global Crossing LTD Bank Debt. The tender offer would be priced at
$210 per $1,000 of Bank Debt, or $472.5 million in the aggregate.
XO's tender offer will not be subject to due diligence or
financing, but is predicated on the termination of the Singapore
Technologies Telemedia Pte Ltd Purchase Agreement.

In addition, to facilitate the certainty that Global Crossing
emerges from bankruptcy, XO recently made a purchase offer
comprised of cash and securities valued at $700 million. Various
Global Crossing creditors have questioned the "value" of XO's
offer. Therefore, as an alternative, XO, alone or together with an
Icahn affiliate, is prepared to offer $700 million in cash to
acquire all of the assets of Global Crossing as a "Stalking Horse"
bidder in a Section 363 sale. This offer will be subject to higher
and better offers from third parties through a Bankruptcy Court
administered auction process.

As the largest single creditor of Global Crossing, XO is very
concerned about the debilitating effects of the continued
uncertainty surrounding the purchase of Global Crossing by a
foreign entity and the adverse effects it continues to have on
Global Crossing's cash balance and continuing operations. "Global
Crossing's future prospects are contingent on its customers,
vendors and employees gaining immediate certainty as to the
company's future. XO is prepared to offer that today," stated
Carl C. Icahn, Chairman of XO Communications.

In a May 15, 2003 letter from Senior Commerce Committee Senators
Burns and Hollings serious concerns were raised regarding
ownership and control of US critical infrastructure and other
telecommunications assets by a foreign government -- even a
friendly government such as Singapore.

"It is unfair to customers, employees and creditors for Global
Crossing's Board to continue to ignore our bona fide purchase
offer and it is important for them to understand that time is
running out," Mr. Icahn concluded.

XO Communications is a leading broadband communications service
provider offering a complete set of communications services,
including: local and long distance voice, Internet access, Virtual
Private Networking, Ethernet, Wavelength, Web Hosting and
Integrated voice and data services.

XO has assembled an unrivaled set of facilities-based broadband
networks and Tier One Internet peering relationships in the United
States. XO currently offers facilities-based broadband
communications services in more than 60 markets throughout the
United States.


GUITAR CENTER: Ratings on Watch Positive over Planned Offering
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating and 'B' senior unsecured debt rating of specialty
music retailer Guitar Center Inc. on CreditWatch with positive
implications.

"The CreditWatch placement is based on the company's announcement
of a $90 million senior unsecured convertible note offering due
2013," stated Standard & Poor's credit analyst Robert
Lichtenstein.

The proceeds will be used to redeem $66.8 million of its senior
unsecured notes due 2006 and reduce the balance on its revolving
credit facility. As a result, cash flow protection measures will
improve with pro forma, lease-adjusted EBITDA coverage of interest
of about 4x, compared with about 3.5x under the previous capital
structure because of the significantly lower interest rate on the
convertible note offering compared with the existing senior notes.
Moreover, financial flexibility will be enhanced by the lengthened
maturity and by about $20 million more of availability under the
company's revolving credit facility.

Upon completion of the deal, Standard & Poor's will raise the
corporate credit rating to 'BB-' from 'B+'. In addition, Guitar
Center's proposed $90 million senior unsecured convertible note
offering will be assigned a 'B+' rating. The outlook will be
stable. The senior unsecured notes are rated one notch below the
corporate credit rating because of the significant amount of
secured debt outstanding during peak needs.

Guitar Center is the nation's largest retailer of music products
in a highly fragmented industry. The company's market position has
been enhanced by the liquidation of competitor MARS Music, which
filed for federal bankruptcy in September 2002. Moreover, Guitar
Center plans to continue to accelerate its expansion in 2003
through new store openings and acquisitions.

Same-store sales rose 4% in the first quarter of 2003 after
increasing 6% in both 2002 and 2001. Same-store sales benefited
from the closure of 11 competing Mars Music stores in the
company's markets. Operating margins improved to 9% from 8.3% for
the 12 months ended March 31, 2003, despite higher expenses
related to the company's new distribution center and an increase
in wages and insurance costs.

Leverage declined even though additional capital was required to
support the company's expansion plan, acquisitions, infrastructure
improvements, and new distribution center. For the 12 months ended
March 31, 2003, total debt to EBITDA decreased to 3.2x from 4x the
year before.

Liquidity is adequate, with $5.5 million in cash and $46.6 million
of availability on a $200 million revolving credit facility
subject to borrowing base limitations.


IMPERIAL PLASTECH: Court OKs Bank Lender's Receivership Petition
----------------------------------------------------------------
Imperial PlasTech Inc. (TSE: Symbol IPQ) announced that its
operating lender, the Laurentian Bank of Canada, has obtained an
order of the Ontario Superior Court of Justice, effective
immediately, appointing Richter & Associates as interim receiver
to administer the affairs of Imperial PlasTech and all of its
subsidiaries. The company had made significant efforts to secure
alternative financing to replace the Laurentian facility and had
secured a commitment that was scheduled to close this morning. The
new facility, however, was not sufficient to satisfy the
Laurentian Bank and, consequently, the interim receivership order
was sought and obtained. Shortly following the issuance of the
order, the company and each of its subsidiaries received board
resignations from Victor D'Souza and Nick Di Stefano and
resignations from all senior officers.


IT GROUP: Taps GreenVest to Sell Woodbury Creek Site
----------------------------------------------------
By resolution dated July 11, 1995, the Freshwater Wetlands
Mitigation Council conditionally approved a proposal by IT Group,
Inc., and its debtor-affiliates to construct a wetland mitigation
bank on a 200-acre tract at West Deptford Township in Gloucester
County, New Jersey. On May 8, 1996, the New Jersey Department of
Environmental Protection issued a Freshwater Wetlands Individual
Permit, a Waterfront Development Permit and a Water Quality
Certificate to construct the wetland mitigation project on the
Woodbury Creek Site.  It was a condition of these permits that the
Debtors comply with all the terms and conditions as stipulated in
the Resolution.

On July 12, 2001, a detailed wetland delineation report was
submitted to the NJDEP, which indicated that the Debtors'
construction activities had resulted in the creation of some
wetlands on the Woodbury Creek site, but that 18.924 acres of
existing wetlands had been drained and no longer met the
definition of a wetland.  Six months later, the NJDEP sent a
letter to the Debtors requesting that the Debtors submit a remedy
within 45 days for the loss of the 18.924 acres of wetlands on
the Woodbury Creek Site.  But the Debtors failed to provide a
remedy.

As a result, the NJDEP issued an Administrative Order and Notice
of Civil Penalty on July 17, 2002.  The Order alleges that the
Debtors failed to:

    -- adhere to the conditions of the Resolution by draining
       18.924 acres of existing wetlands;

    -- continue monitoring the Woodbury Creek Site; and

    -- provide financial assurances.

The Administrative Order requires the Debtors to mitigate the
loss of 18.9242 acres of drained wetlands at the Woodbury Creek
site by creating new wetlands at a ratio of three acres created
for each acre disturbed, or creation of 57 new acres of wetlands.
The Debtors estimate that compliance with the Order's obligations
will exceed $9,000,000.  These costs are not dischargeable in
bankruptcy because the Order seeks their compliance with
applicable law and does not represent a monetary claim.

In addition to the significant costs that compliance with the
Order presents, the Declaration imposes numerous environmental
and conservation restrictions on the Woodbury Creek Site.  These
restrictions, which must be recorded in any subsequent deed or
legal instrument that divests the Debtor of title or possessory
interest in the Woodbury Creek Site, limits the property to uses
that are not detrimental to its preservation as a component of a
freshwater wetlands ecosystem and prohibit owners and operators
of the Woodbury Creek Site from making any alteration,
improvement or any disturbance that would create an unacceptable
risk of exposure to contamination at the Woodbury Creek Site.

Current and future owners of the Woodbury Creek Site are also
prohibited from constructing or placing structures on the
property and from storing materials on or under its surface.
Furthermore, the NJDEP retains the right to enter the Woodbury
Creek Site and to prevent any activity or use of the property
that is inconsistent with the environmental and conservation
restrictions imposed on the Woodbury Creek Site.

Finally, the Declaration requires the Debtors to transfer the
Woodbury Creek Site in fee simple to a government agency or
charitable conservancy on completion of all requirements of the
Resolution.  To clear the title and sell the Woodbury Creek Site,
the Debtors must resolve their obligations under the Order, as
well as obtain numerous approvals from the State and local
governments releasing them from the site's environmental and
conservation restrictions, and other use-restrictions currently
encumbering the property.

As a means of resolving the Order and releasing restrictions on
the Woodbury Creek Site, the Debtors have entered into
negotiations with the NJDEP.  The Agency has indicated a
willingness to discharge the Debtors' mitigation obligations
under the Order, in exchange for payment from the proceeds of the
sale of the Woodbury Creek Site.

To help them sell the Woodbury Creek Site, the Debtors sought and
obtained the Court's permission to employ GreenVest LLC as
advisors and consultants nunc pro tunc to March 28, 2003.
GreenVest will also advise and assist the Debtors with respect to
resolution of the Administrative Order.

Specifically, GreenVest will provide services to the Debtors in
connection with the Sale of the Woodbury Creek Site, which will
require GreenVest to:

    (a) market the property;

    (b) identify a potential purchaser or purchasers;

    (c) apply for, procure and seek amendments to certificates,
        licenses, permits, deeds, easements and approvals as will
        make the Woodbury Creek Site suitable for the proposed
        purchaser's end-use or as are otherwise necessary or
        desirable in connection with a sale transaction;

    (d) broker and negotiate sale transactions; and

    (e) communicate with the Debtors' stakeholders, including but
        not limited to its creditors, the Court and local, state
        and federal regulatory authorities, with respect to the
        transactions.

The Debtors will pay an amount equal to one-third of the Woodbury
Creek Site sale price as compensation for GreenVest.  The Debtors
will also pay for all of GreenVest's reasonable and documented
out-of-pocketed expenses.

Douglas L. Lashley, president and CEO of GreenVest, attests that
his firm does not hold or represent an interest adverse to the
Debtors' estate.  GreenVest is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code. (IT
Group Bankruptcy News, Issue No. 29; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


IUSACELL: Obtains Extension of Default Waiver Under Credit Pact
---------------------------------------------------------------
Grupo Iusacell, S.A. de C.V. (BMV:CEL)(NYSE:CEL) announced that
its subsidiary, Grupo Iusacell Celular, S.A. de C.V., has received
an additional extension of its temporary Amendment and Waiver of
certain provisions and technical defaults under its US$266 million
Amended and Restated Credit Agreement, dated as of March 29, 2001.
The Amendment was originally scheduled to expire on May 22, 2003
and, in April 2003, it was extended to June 13, 2003.

As modified, the Amendment is now scheduled to expire on June 26
2003, subject to earlier termination under certain circumstances.
This action was obtained in cooperation with the Senior Syndicated
lender group, as part of the Iusacell's debt restructuring effort
and provides the Company with additional time to continue working
with its financial advisors, Morgan Stanley, towards the
formulation of a consensual and comprehensive restructuring plan.

If the Amendment is not further extended, upon its expiration,
Iusacell Celular would be in default of a financial ratio covenant
under the Credit Agreement, which would constitute an Event of
Default (as defined in the Credit Agreement) as if the Amendment
had never become effective.

Additionally, the Company announced that, on June 6, 2003,
Iusacell was officially notified that by disposition of the appeal
filed by the government, Mexico's Supreme Court affirmed the
October 21, 2002 ruling by a federal district court of Mexico City
in favor of Iusacell's cellular service concessionaires in their
injunction (amparo) filed against the special telecommunications
tax enacted by the Mexican Congress on January 1, 2002.

Grupo Iusacell, S.A. de C.V. (Iusacell, NYSE:CEL; BMV:CEL) is a
wireless cellular and PCS service provider in seven of Mexico's
nine regions, including Mexico City, Guadalajara, Monterrey,
Tijuana, Acapulco, Puebla, Leon and Merida. The Company's service
regions encompass a total of approximately 92 million POPs,
representing approximately 90% of the country's total population.
Iusacell is under the management and operating control of
subsidiaries of Verizon Communications Inc. (NYSE:VZ).


J.B. POINDEXTER: Completes Exchange Offer for 12-1/2% Notes
-----------------------------------------------------------
J.B. Poindexter & Co., Inc., completed the exchange of
substantially all of its outstanding Poindexter 12.50% Senior
Notes due 2004 for 12.50% Senior Secured Notes due 2007 effective
June 10, 2003.  Bond holders representing $84,985,000 of Old Notes
tendered and exchanged the Old Notes for $84,985,000 of New Notes.
$15,000,000 of Old Notes, held by Poindexter, will be cancelled in
accordance with the terms of the Exchange Offer.

As reported in Troubled Company Reporter's March 20, 2003 edition,
Standard & Poor's Ratings Services lowered its corporate credit
rating on commercial van body manufacturer J.B. Poindexter Co.
Inc., to 'CC' from 'B' following the company's announcement that
it has initiated discussions with its bondholders on restructuring
its 12.5% senior unsecured notes due May 2004. At the same time,
Standard & Poor's lowered the Houston, Texas-based company's
senior unsecured debt rating to 'C' from 'B-'. In addition, all
ratings were placed on CreditWatch with negative implications. At
Sept. 30, 2002, the company had about $104 million of debt
outstanding.

If the transaction is completed, Standard & Poor's will lower the
rating on the company's current 12.5% senior unsecured notes to
'D', and the company's corporate credit rating would be lowered to
'SD'. Subsequently, the ratings would be reassessed, taking
account of the benefits realized through the transaction.


JUNO LIGHTING: Improved Financial Profile Earns Positive Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Juno
Lighting Inc., to positive from stable.  At the same time,
Standard & Poor's affirmed its 'B+' corporate credit and 'B-'
subordinated debt ratings on the Des Plaines, Illinois-based
company and raised its senior secured bank loan rating to 'BB-'
from 'B+'. At
Feb. 28, 2003, Juno had approximately $174 million of debt
outstanding.

The outlook revision reflects the company's improving financial
profile. Good profitability and limited fixed capital investments
requirements have enabled the firm to consistently generate free
cash flow, which has largely been used to reduce debt balances.

The upgrade of the senior secured bank loan reflects Juno's
continuing pay-down of its $90 million term loans (total
outstanding was $34 million at Feb. 28, 2003), which has improved
the senior lender's position. Based on Standard & Poor's
enterprise value analysis, senior lenders now can expect a strong
likelihood of full recovery of principal in the event of a default
or bankruptcy.

"Continued demonstration of a less aggressive financial policy
would enhance liquidity, which could lead to a ratings upgrade in
the intermediate term," said Standard & Poor's credit analyst Joel
Levington.

Juno engineers, assembles, and markets a broad range of recessed
and track-lighting fixtures, which are sold mainly through
distributors in the U.S. and in Canada. These markets, which
represent about 9% of the roughly $9 billion lighting industry,
have fair long-term growth characteristics.

New residential activities remain solid. National accounts and
commercial construction, especially in the retailing end-market,
however, are not expected to meaningfully improve in the near-
term, as a result of the general slowdown in the U.S.  economy,
and to a lesser extent, overcapacity in the office space market.


KASPER A.S.L.: Inks Pact with Kellwood to Acquire All Assets
------------------------------------------------------------
Kasper A.S.L., Ltd. (OTC Bulletin Board: KASPQ.OB) has entered
into an agreement to be acquired by Kellwood Company (NYSE: KWD).
The purchase price consists of $111 million in cash, $40 million
in Kellwood common stock, and the assumption of pre-paid royalties
projected to be $12.6 million at closing, for an aggregate value
of $163.6 million, plus the assumption of certain other
liabilities. In addition, the purchase price is subject to
adjustments as set forth in the purchase agreement. The
transaction has the support of the Official Creditors' Committee.

The agreement with Kellwood is subject to higher and better
offers, Bankruptcy Court approval and an auction to be conducted
pursuant to Court-approved bidding procedures to determine the
highest or best offer to the Company. Following the auction, the
successful bid will be implemented through an amended plan of
reorganization that will require, among other things, the approval
of the requisite majority of the Company's creditors and
confirmation by the Bankruptcy Court. Under the proposed Kellwood
transaction, it is not contemplated that any distribution would be
made to equity holders.

The Company also announced that, if the Kellwood transaction is
consummated, it is intended that Gregg I. Marks will be promoted
to Chief Executive Officer of Kasper and Joseph B. Parsons will be
promoted to President and Chief Operating Officer of Kasper. The
remainder of the management team is intended to remain in place.

John D. Idol, Chairman of the Board and Chief Executive Officer
said, "The employees of Kasper have done an excellent job of
revitalizing the Company and returning it to profitability.
Kellwood, with its strong balance sheet, worldwide sourcing
network, extensive customer base and excellent merchandising
capabilities, will allow Kasper to achieve its next level of
growth. The partnership of leveraging Kellwood's existing
expertise with Kasper's strong brands will allow the Company to
grow both its top and bottom lines, continuing as a strong
division in Kellwood's portfolio."

Mr. Idol continued, "I intend to remain Chairman of the Board and
CEO for a transition period, at which time I will resign to pursue
other interests. The Kasper division will report directly to
Stephen L. Ruzow, President of Womenswear at Kellwood. I look
forward to working with Steve during this transition period."

Kasper A.S.L., Ltd. is a leading marketer and manufacturer of
women's apparel and accessories. The Company's brands include
Albert Nipon, Anne Klein, Kasper and Le Suit. These brands are
sold in over 3,900 retail locations throughout the United States,
Europe, the Middle East, Southeast Asia and Canada. The Company
also licenses its Albert Nipon, Anne Klein, and Kasper brands for
various men's and women's products.

Celebrating over 40 years of value, fashion and diversity,
Kellwood is a $2.2 billion marketer of apparel and consumer soft
goods. Kellwood specializes in branded as well as private label
products, and markets to all channels of distribution with product
specific to a particular channel. Kellwood brands include Sag
Harbor(R), Koret(R), Jax(R), David Dart(R), Gerber(R),
Democracy(R), David Meister(TM), Dorby(TM), My Michele(R),
Briggs(TM), Vintage Blue(TM), EMME(R), Bill Burns(R), David
Brooks(R), Kelty(R), XOXO(R), and Sierra Designs(R). Gerber(R),
EMME(R), XOXO(R), and Bill Burns(R) are produced under licensing
agreements.


KASPER A.S.L.: Kellwood Confirms $163.6 Million Bid for Company
---------------------------------------------------------------
Kellwood Company announced the signing of an agreement to acquire
Kasper A.S.L., Ltd., according to Hal J. Upbin, Kellwood chairman,
president, and chief executive officer.

"After working on this opportunity for several months, Kellwood
management is extremely pleased to reach an agreement with Kasper,
subject to approval of the Bankruptcy Court. Kasper will be
structured as a stand-alone company under the Kellwood Womenswear
umbrella. We look forward to welcoming the Kasper associates into
our worldwide organization," commented Upbin. Kasper sales for
2002 were approximately $350 million.

"Kasper has a strong portfolio of brands itself, which will
augment Kellwood's already diverse brand assortment and
multichannel strategy," added Upbin. The Kasper organization
consists of five distinct brands, targeting different consumers,
price points and distribution channels. Le Suit(R) is created for
the upper moderate market. Kasper(R) suits, sportswear and dresses
along with AK Anne Klein(TM) sportswear and Anne Klein(R) dresses
are designed for the better market. Albert Nipon(R) and the Anne
Klein New York(TM) collections are targeted to the bridge market.

"The Kasper(R) brand holds the largest and strongest brand
position in the department store channel -- and represents 62
percent of the company's overall sales. Suit design and
development is one of Kellwood's greatest strengths. Now with the
addition of Kasper to our existing suit businesses, Kellwood has
become the dominant force in the suit category," said Stephen L.
Ruzow, president Kellwood Womenswear.

"We are delighted to have acquired the prestigious Anne Klein
name. The late designer has been called the all-American designer
of classic sportswear. We cherish the heritage her namesake brings
to the Kellwood family and plan to continue the outstanding
tradition that will follow the legacy of Louis Dell'Olio and Donna
Karan, who designed the line after Anne Klein's death," commented
Ruzow.

Celebrating over 40 years of value, fashion and diversity,
Kellwood is a $2.2 billion marketer of apparel and consumer soft
goods. Kellwood specializes in branded as well as private label
products, and markets to all channels of distribution with product
specific to a particular channel. Kellwood brands include Sag
Harbor(R), Koret(R), Jax(R), David Dart(R), Gerber(R),
Democracy(R), David Meister(TM), Dorby(TM), My Michele(R),
Briggs(TM), Vintage Blue(TM), EMME(R), Bill Burns(R), David
Brooks(R), Kelty(R), XOXO(R), and Sierra Designs(R). Gerber(R),
EMME(R), XOXO(R), and Bill Burns(R) are produced under licensing
agreements.


KRAFT FOODS: Appoints Pleuhs to Succeed Moy as General Counsel
--------------------------------------------------------------
Kraft Foods International, Inc., a subsidiary of Kraft Foods Inc.
(NYSE: KFT), a global leader in branded foods and beverages,
announced that Edward J. Moy, 60, Senior Vice President and
General Counsel, has decided to retire, effective July 1, 2003.
He will be succeeded by Gerhard Pleuhs, 46, currently Vice
President and Chief Legal Counsel for Kraft Foods International's
CEEMA (Central and Eastern Europe, Middle East and Africa) region.
Pleuhs will relocate from Vienna, Austria to the Kraft Foods
International headquarters located in Rye Brook, New York.

"Ned has made a significant contribution to the company over his
30 year career with Kraft. He has been a trusted advisor on key
legal and business issues and successfully led the effort that
established a world-class law department in Kraft Foods
International," said Roger Deromedi, Co-CEO, Kraft Foods Inc., and
President & CEO, Kraft Foods International, Inc. "We wish him and
his family all the best."

In naming Pleuhs, Deromedi added, "Gerd's current experience has
been instrumental in helping build our growing business in
developing markets. We welcome his valuable insight to our
management team."

Pleuhs began his career with Jacobs Suchard, based in Germany, in
1985. He has since held a number of positions with increasing
responsibility within the law department, most recently as the
Vice President and Chief Legal Counsel for the CEEMA region.

Kraft Foods markets many of the world's leading food brands,
including Kraft cheese, Maxwell House and Jacobs coffees, Nabisco
cookies and crackers, Philadelphia cream cheese, Oscar Mayer meats
and Milka chocolates, in more than 150 countries.

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

As previously reported in Troubled Company Reporter, Kraft Foods
Inc. (NYSE:KFT) said that recent downgrades by credit rating
agencies have eliminated the Company's current access to the
commercial paper market. These credit rating agency actions were
in conjunction with similar actions for Altria Group, Inc.
resulting from a bonding requirement on Philip Morris USA Inc.
ordered by an Illinois State judge related to a tobacco class
action lawsuit. Kraft is not a party to, and has no exposure to,
the tobacco litigation.

Kraft has begun borrowing against its revolving credit facilities.
These borrowings will be used to meet Kraft's normal business
needs, including the repayment of maturing commercial paper and
funding of working capital needs.

While the use of the revolving credit facilities in lieu of
commercial paper will result in higher overall borrowing costs,
Kraft indicated that the impact is not expected to be significant
to 2003 full year results and reconfirmed its previously issued
guidance of fully diluted earnings per share of $2.10-$2.15 in
2003.


LAMAR ADVERTISING: $250 Million Convertibles Gets Low-B Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' senior
unsecured debt rating to Lamar Advertising Co.'s $250 million
2.875% convertible notes due 2010. These securities were drawn
down from the company's shelf registration. Combined with
additional cash, net proceeds will be used to redeem $250 million
of the outstanding $287.5 million 5.25% convertible notes due
2006.

Standard & Poor's also affirmed its 'BB-' corporate credit ratings
on Lamar Advertising and its operating company subsidiary, Lamar
Media Corp. The outlook is stable for the Baton Rouge, Louisiana-
headquartered outdoor advertising company. About $1.5 billion of
total debt is outstanding.

The ratings are based on the consolidated credit quality of Lamar
Advertising and reflect the company's significant debt levels,
attributable to growth through acquisition over the years. "These
factors are tempered by the company's strong and geographically
diverse market positions and an emphasis on the better-margin and
more stable local advertising revenues," said Standard & Poor's
credit analyst Donald Wong. "In addition, with very strong
operating cash flow margins, manageable capital expenditures, and
minimal cash taxes, Lamar generates healthy levels of free
operating cash flow," Mr. Wong added. Recent results have been
affected by the continued soft economy on advertising revenues,
particularly on the general coverage bulletins and posters
portions of the outdoor advertising segment.

While the company has grown through acquisitions, Lamar has sold
or used common equity in the past to help fund some of these
purchases. Financial flexibility is provided by availability under
the company's revolving credit facility.

With operations in 44 states, Lamar is the third largest outdoor
advertising company in terms of net revenues and the largest based
on advertising displays. Lamar historically was focused on small-
to mid-size markets, but acquisitions have expanded its operations
to major markets. The company also has the nation's largest logo
sign business (about 4% of revenues) and operates transit-
advertising displays (about 1%). Consolidated revenues total more
than $750 million.


LODGENET ENTERTAINMENT: 79% of 10-1/4% Noteholders Tender
---------------------------------------------------------
LodgeNet Entertainment Corporation (Nasdaq: LNET) has received the
requisite tenders and consents from holders of its 10-1/4% Senior
Notes due 2006 to amend the Indenture governing such Notes.  On
June 3, 2003, LodgeNet commenced a cash tender offer and consent
solicitation relating to all of the $150,000,000 outstanding
principal amount of the Notes.

The consent date relating to the consent solicitation expired at
5:00 p.m., New York City time, on Wednesday, June 11, 2003.  On or
prior to the consent date, holders of approximately 79% of the
outstanding principal amount of the Notes had tendered their Notes
and consented to the proposed amendments to the Indenture
governing the Notes and related documents.

LodgeNet intends to enter into a supplemental indenture relating
to the Notes that effectuates the proposed amendments described in
the Offer to Purchase and Consent Solicitation Statement.  The
proposed amendments will not become operative, however, unless and
until the Notes are accepted and paid for pursuant to the terms of
the tender offer.  Once the proposed amendments to the Indenture
become operative, the holders of Notes not tendered into the offer
will be bound thereby.

The tender offer for the Notes will expire at 12:00 Midnight, New
York City time, on Monday, June 30, 2003, unless extended or
earlier terminated. The tender offer is conditioned upon, among
other things, the completion by LodgeNet of certain related
financing transactions.

Bear, Stearns & Co. Inc. is acting as the exclusive dealer manager
and solicitation agent for the tender offer and the consent
solicitation.  The depositary for the tender offer is HSBC Bank
USA.  The tender offer and consent solicitation are being made
pursuant to an Offer to Purchase and Consent Solicitation
Statement dated June 3, 2003, and related Letter of Transmittal
and Consent, which more fully set forth the terms and conditions
of the tender offer and consent solicitation.

Questions regarding the tender offer and consent solicitation may
be directed to Bear, Stearns & Co. Inc., Global Liability
Management Group, at (877) 696-2327.  Requests for copies of the
Offer to Purchase and Consent Solicitation Statement and related
documents may be directed to D.F. King & Co., Inc., at (212) 269-
5550.

LodgeNet Entertainment Corporation is a broadband, interactive
services provider which specializes in the delivery of interactive
television and Internet access services to the lodging industry
throughout the United States and Canada as well as select
international markets.  These services include on-demand digital
movies, music and music videos, Nintendo(R) video games, high-
speed Internet access and other interactive television services
designed to serve the needs of the lodging industry and the
traveling public.  As one of the largest companies in the
industry, LodgeNet provides services to more than 960,000 rooms in
more than 5,700 hotel properties worldwide.  LodgeNet is listed on
the NASDAQ and trades under the symbol LNET.

As reported in Troubled Company Reporter's June 5, 2003 edition,
Standard & Poor's Ratings Services assigned its 'B-' rating to
LodgeNet Entertainment Corp.'s proposed $185 million senior
subordinated notes due 2013. The notes are issued under LodgeNet's
$225 million shelf registration filed May 2002. All existing
ratings, including the 'B+' long-term corporate credit rating, are
affirmed. The outlook remains stable.


LUMBERMENS MUTUAL: S&P Cuts Surplus Notes' Ratings to Default
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its ratings on
Lumbermens Mutual Casualty Co.'s $100 million 8.45% surplus notes
due Dec. 1, 2097, and the $200 million 8.3% surplus notes due
Dec. 1, 2037, to 'D' from 'C' and removed the ratings from
CreditWatch where they were placed on Feb. 18, 2003.

"This action follows the expected nonpayment of interest on these
notes," said Standard & Poor's credit analyst John Iten.

On March 25, 2003, the company disclosed that the Illinois
Insurance Department had denied its request to make further
interest payments on these notes. On March 26, 2003, Standard &
Poor's lowered its ratings on Lumbermens surplus notes to 'C' from
'CCC' and stated then that the ratings on these notes would be
revised to 'D' as the interest due dates were reached. The $400
million 9.15% notes due 2026 will be revised to 'D' following the
expected nonpayment of interest on July 1, 2003.


MANDALAY RESORT: Board Declares Quarterly Cash Dividend
-------------------------------------------------------
Mandalay Resort Group's (NYSE: MBG) Board of Directors has
instituted a policy of quarterly cash dividends to shareholders.
The company's first quarterly payment will be $.23 per share.
This dividend will be payable on August 1, 2003 to shareholders of
record on June 26, 2003.

The company indicated that its dividend policy reflects strong and
reliable cash flows in its core operations and underscores its
long-standing practice of returning cash to owners, which the
company has done in the past through periodic share repurchases.

Separately, the company announced that on July 15, 2003, it will
redeem its $275 million 9-1/4% Senior Subordinated Notes due 2005
at the redemption price of 104.625% plus interest accrued to the
redemption date.

Mandalay Resort Group owns and operates 11 properties in Nevada:
Mandalay Bay, Luxor, Excalibur, Circus Circus, and Slots-A-Fun in
Las Vegas; Circus Circus-Reno; Colorado Belle and Edgewater in
Laughlin; Gold Strike and Nevada Landing in Jean and Railroad Pass
in Henderson.  The company also owns and operates Gold Strike, a
hotel/casino in Tunica County, Mississippi.  The company owns a
50% interest in Silver Legacy in Reno, and owns a 50% interest in
and operates Monte Carlo in Las Vegas.  In addition, the company
owns a 50% interest in and operates Grand Victoria, a riverboat in
Elgin, Illinois, and owns a 53.5% interest in and operates
MotorCity in Detroit, Michigan.

As previously reported, Fitch Ratings affirmed the 'BB+' rating on
Mandalay Resort Group's (NYSE: MBG) senior debt and the 'BB-'
rating on the company's senior subordinated debt. The rating
action affected approximately $2.1 billion in debt securities.
Fitch assigned a 'BB+' rating to the company's $1.1 billion senior
unsecured bank credit facility. The Rating Outlook has been
revised to Stable from Negative.


MDC CORP: Underwriters Plan to Exercise Over-Allotment Option
-------------------------------------------------------------
MDC Corporation Inc. and Custom Direct Income Fund announced that
the underwriters plan to exercise their over-allotment option to
purchase 1,650,000 units of the Fund, raising additional gross
proceeds of $16.5 million.

The closing will result in total gross proceeds from the Fund's
initial public offering of $126.5 million. The gross proceeds of
the offering and the term loan portion of Custom Direct's credit
facility (before commissions, fees and expenses) will total $178.5
million and will be paid (net of commissions, fees and expenses)
to MDC, directly and through a subsidiary, for the 80% interest in
Custom Direct.

Subsequent to the exercise of the over-allotment option, MDC will
own 19.0% of the Fund (or 2,963,804 units) and a 20% subordinated
interest in the business (which it has agreed not to sell until
after December 31, 2003) for a fully diluted interest in the Fund
of 35.2%.

The over-allotment closing is expected to occur on or before
June 16, 2003.

The offering has been underwritten by a syndicate led by CIBC
World Markets Inc. and TD Securities Inc., which includes Scotia
Capital Inc., BMO Nesbitt Burns Inc., National Bank Financial Inc.
and Griffiths McBurney & Partners.

The Fund units have not been registered under the United States
Securities Act of 1933, as amended, and may not be offered or sold
in the United States absent registration or an applicable
exemption from the registration requirements.

"We are delighted with the market's strong response to this
offering. The exercise of the over-allotment option provides MDC
with further financial resources required to execute its recently
announced plan of capitalizing on the tremendous opportunities
presenting themselves in the marketing services sector." said
Miles S. Nadal, Chairman, President and Chief Executive Officer
of MDC.

     About Custom Direct

Based in Maryland and Arkansas, Custom Direct has been selling
cheques and cheque related accessories across the United States
since 1992 and offers the industry's widest selection of product
designs. Custom Direct is the second largest participant in the
direct-to-consumer segment of the U.S. cheque industry with sales
and EBITDA for the year ending December 31, 2002 of approximately
US$103 million and US$20 million respectively.

     About MDC Corporation Inc.

MDC is a publicly traded international business services
organization with operating units in Canada, the United States,
United Kingdom and Australia. MDC provides marketing communication
services, through Maxxcom Inc., and offers security sensitive
transaction products and services in four primary areas:
personalized transaction products such as personal and business
cheques; electronic transaction products such as credit, debit,
telephone & smart cards; secure ticketing products, such as
airline, transit and event tickets; and stamps, both postal and
excise.

     About Maxxcom Inc.

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

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


MEDICALCV INC: April 30 Net Capital Deficit Narrows to $390K
------------------------------------------------------------
MedicalCV, Inc. (OTCBB:MDCVU), a heart valve manufacturer,
reported net sales for the fourth quarter ended April 30, 2003, of
$1,023,835, up 32 percent compared to $774,722 in the fourth
quarter of 2002. The fourth-quarter net loss was $918,299,
compared to a net loss of $1,455,227 in the same period last year.
MedicalCV's fourth-quarter gross profit margin improved to 58.7
percent from 26.0 percent in the same period last year due
primarily to achieving additional manufacturing efficiencies, a
key priority for the company over the last 18 months. The
company's full-year gross margin was 45.3 percent, up from 29.3
percent in fiscal year 2002.

For the 12-month period, net sales totaled $3,135,041, up 5.2
percent over $2,982,198 in net sales recorded in fiscal year 2002.
Planned increases in sales and marketing expenses were the
principal reason for an increase in MedicalCV's net loss for the
year of $4,667,709, compared with a net loss of $4,297,665 in
fiscal year 2002.

"MedicalCV continued to make notable progress during both our
fourth quarter and the second half of the year," said Blair
Mowery, MedicalCV's president and chief executive officer. "We
experienced continued sales growth and strong improvement in our
gross margins. We're beginning to experience acceptance of our
core product consistent with our expectations - the Omnicarbon(R)
heart valve - in the U.S. market. Surgeons are impressed with the
very low complication rate for our valve, which was demonstrated
in our PMA (premarket approval) filing with the FDA as well as in
numerous peer-reviewed studies."

Fourth Quarter Highlights

-- Sales growth and continued improvement in our gross margin were
    driven by significant increases in sales in key European
    markets and continued progress in introducing the Omnicarbon
    valve into additional U.S. hospitals.

-- Progress continued towards the launch of the Northrup Universal
    Annuloplasty System(TM). The company announced an exclusive
    licensing agreement to manufacture and sell the new
    annuloplasty surgical repair system last October. Annuloplasty,
    which is approximately a $50 million a year worldwide market,
    is the surgical repair of the heart's mitral and tricuspid
    valves.

-- Earlier this month, the company announced a three-year
    agreement with Premier Purchasing Partners, LP, the group
    purchasing division of Premier, Inc., for MedicalCV's
    Omnicarbon mechanical heart valves, effective immediately. The
    Omnicarbon valve will be available to Premier's nearly 1,500
    member and affiliated hospitals at competitive terms and
    conditions.

-- The company continues to pursue FDA clearance of its pyrolytic
    carbon manufacturing process. The data accumulation is on track
    and the company anticipates receiving FDA approval in 2004.

                     Liquidity and Financing

In early April 2003, the company completed the sale-leaseback of
its headquarters and manufacturing facility in Inver Grove
Heights, Minnesota. The facility was sold to PKM Properties, LLC,
an entity owned by one of the company's directors, and was
simultaneously leased back for 10 years with options for
additional years. Under the terms of the sale transaction,
MedicalCV received proceeds totaling $3.5 million consisting of $1
million in cash, and PKM assumed the entire $2.5 million balance
of the company's outstanding bank debt. Of the $1.0 million cash
received, $300,000 was required to be used to pay down the bridge
loan. In addition, approximately $340,000 of additional
obligations of the company were assumed by PKM which will be paid
by the company as part of the leaseback arrangement. As of April
30, 2003, the company had borrowed $943,333 under the previously
announced discretionary credit agreement with PKM.

MedicalCV is seeking $2.5 to $5 million of new permanent financing
to fund operations and working capital requirements, acquire new
products and refinance the bridge debt. There can be no assurance
that the company will be able to obtain the required financing.

MedicalCV Inc.'s April 30, 2003 balance sheet shows a total
shareholders' equity deficit of about $390,000.

                           Outlook

MedicalCV anticipates further increases in net sales and gross
margin in the first quarter of fiscal year 2004. The company
expects cumulative net losses to continue through fiscal year
2004, as it builds market share for the Omnicarbon heart valve in
the United States, and internationally maintains a strong sales
organization to support worldwide growth. MedicalCV believes the
developing world, particularly China, offers substantial
opportunities for both revenues and profitable margin growth.

MedicalCV, Inc. is a Minnesota-based heart valve manufacturer with
a fully integrated manufacturing facility, where it designs, tests
and manufactures all of its products. In July 2001, the U.S. Food
and Drug Administration gave premarket approval for the Omnicarbon
valve, based on 18 years of excellent clinical results in Europe,
Japan and Canada, without requiring additional U.S. clinical
trials. To date, more than 35,000 Omnicarbon valves have been
implanted in patients in more than 30 countries. For more
information on the company, visit its Web site at
http://www.medcvinc.com


MIDWEST EXPRESS: Restructuring Negotiations Enter Final Phase
-------------------------------------------------------------
Midwest Express Holdings, Inc. (NYSE: MEH) has met with its
aircraft lenders and lessors to bring negotiations regarding the
restructuring of its aircraft-related obligations into their final
phase. The airline holding company extended a 100-day moratorium
on aircraft lease and debt payments in place since February 28
until negotiations are complete, targeted for mid-summer.

The discussions are part of the company's out-of-court
restructuring plan to return to profitability. Essential elements
of the plan, in addition to the renegotiated aircraft agreements,
include permanent pay concessions and productivity improvements
from the company's three labor unions; enhanced productivity from
all employee groups; adjustments to the company's fleet plan; and
new financing to replace its current line of credit, which expires
at the end of August.

Components of the restructuring plan are progressing
simultaneously, according to Robert S. Bahlman, senior vice
president and chief financial officer. The company's three labor
unions are engaged in concessionary bargaining, also targeted for
mid-summer completion. Non-represented employee productivity
improvements are being addressed. Internal cost-reduction measures
announced in February have been fully implemented. Midwest
Airlines continues to acquire Boeing 717 aircraft on schedule each
month, and its new low-fare Saver Service takes off in August.

"Significant progress has been made, but much more needs to be
accomplished," said Bahlman. "The full participation of our
lenders and lessors, unions and employees is absolutely
essential." He added that if the company is not successful as to
each component by mid-summer, it will consider restructuring with
judicial assistance.

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


MOBILE MINI: S&P Assigns B-Level Ratings to Corp. Credit & Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' corporate
credit rating to Tempe, Arizona-based Mobile Mini Inc. In
addition, Standard & Poor's assigned its 'BB-' rating to Mobile
Mini's proposed $150 million of senior notes due 2013. The ratings
outlook is stable.

"The corporate credit rating is based on Mobile Mini's leading
market position as a lessor of portable storage units and its
respectable credit profile," said Standard & Poor's credit analyst
Betsy Snyder. "However, this is offset by the company's small
revenue base and the relatively small size of the mobile storage
leasing sector in which Mobile Mini operates," the analyst
continued. The rating on the senior notes is one notch lower than
the corporate credit rating based on a considerable amount
(approximately 25%) of secured debt in the company's capital
structure.

Mobile Mini provides portable storage solutions in North America,
primarily through its lease fleet of approximately 76,000 portable
storage units. The company's lease fleet also includes
approximately 10,000 combined portable storage/office units and
mobile offices. The company, the largest lessor of mobile storage
units in North America, is one of only two providers with a
national network. Portable storage provides a flexible, low-cost
and convenient alternative to permanent warehouse space and self-
storage sites. However, portable storage is a relatively small
niche segment of the large self-storage business. The leasing of
mobile storage units has tended to be somewhat recession-
resistant, due to the wide customer base, including consumer
service and retail businesses, construction, consumers, industrial
and commercial businesses, institutions, and government agencies.
As a result, the company's utilization rates, while seasonal, have
historically tended to be relatively stable in the high-70% to
mid-80% range, resulting in predictable and stable cash flow. More
recently, utilization has weakened somewhat due to economic
weakness and the company's significant branch expansion in 2002.

Most of Mobile Mini's credit ratios are comparable to those of
similarly rated transportation equipment lessors. Pro forma for
the company's proposed financings, which will increase interest
expense, pretax interest coverage is expected to average in the
mid-2x area, EBITDA interest coverage in the mid-3x area, and
funds flow to debt around 20%. The company's debt to capital is
relatively strong-in the mid-50% area-well below that of the
typical 70%-80% range of other transportation equipment lessors.
The company's financial flexibility is also relatively strong for
a company of its size, with access to the public debt and equity
markets, as well as its credit facilities. The company has no debt
maturities until 2008, and capital spending is almost all
discretionary.

The outlook is stable. Increasing demand for mobile storage units
should aid the company's earnings and cash flow. However,
continued heavy capital spending to meet added demand and/or
acquisitions will likely constrain any significant improvement in
Mobile Mini's credit ratios.


MSW ENERGY: S&P Gives Stable Outlook to Sr Sec. Notes' BB Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to MSW
Energy Holdings LLC's $200 million seven-year senior secured notes
("the senior notes"). The proceeds will be used to acquire Duke
Global Energy's 50% ownership interest in Duke/UAE Ref-fuel LLC
(Duke/UAE), whose sole asset is 100% ownership of American Ref-
fuel Co. LLC (ARC; BBB/Stable/--). The company will rely on cash
distributions from ARC to pay interest expense on the senior
notes. The rating on MSW's senior notes reflects the structural
subordination of payments from ARC, relatively stable and
predictable nature of the cash flow from ARC projects, and
refinancing risk.

The stable outlook on MSW reflects the outlook on ratings assigned
to ARC. The senior notes may be downgraded should the ratings on
ARC be lowered. Upgrades will be limited by structural
subordination, market conditions that may affect refinancing risk,
and require demonstrated strength in coverage ratios.

"The rating on MSW is assigned based on the special purpose entity
structure of the issuer, which meets Standard & Poor's criteria.
In addition to an independent director at the board of directors
of the company, the 50/50 joint ownership by an affiliate of AIG
Highstar and an affiliate of CSFB Private Equity provides
effective controls to limit exposure to any one of the owners'
bankruptcy risks," said Standard & Poor's credit analyst Elif
Acar. "The debt service coverage ratios on a consolidated basis
are adequate for the rating level given the organizational
structure. Average DSCR is 1.5x, with a minimum of 1.4x in
the pro forma projections," continued Ms. Acar.

The MSW Energy Holdings senior notes are interest-only and there
is refinancing risk. Furthermore, most of ARC project revenues are
derived from long-term contracts and some of the contracts expire
before the term of the senior notes. Most significantly, the
Hempstead, New York. project, which accounted for 41% of ARC's
2002 cash available for debt service, has both power-sales and
waste-management-service contracts expiring in 2009. The
uncertainty regarding the extension or renegotiation of such
contracts, which build up most of the relatively stable and
predictable cash flow, put additional stress on the refinancing
risk. However, the attractive portfolio of ARC assets mitigates
the contract renegotiation risk to a certain extent. ARC's assets
benefit from economies of scale, process the largest amount of
waste in the region, are near major population centers, and serve
a diversified client group.


MUSIC SEMICONDUCTORS: Emerges from Chapter 11 Proceedings Intact
----------------------------------------------------------------
On June 11, the United States Bankruptcy Court of the Northern
District of California, declared that MUSIC Semiconductors, Inc.,
-- http://www.musicsemi.com-- a subsidiary of Philippine listed
company, Music Corporation (PSE:MUSX), has satisfied the
conditions for dismissal of bankruptcy status under Chapter 11.
The Court confirmed that creditors have voted in favor of the
company's Plan of Reorganization, which meets the requirements of
Section 1129(b) of the Bankruptcy Code.

The pioneer of Content Addressable Memory, MUSIC has endured the
overall slump in the semiconductor industry emerging smaller and
focused on binary CAM's, a still profitable niche market with
sound gross margins. MUSIC enjoyed revenues of $5.3 million in
2002. The evolving need to accelerate the "last mile" of the
network has spawned many new design wins for MUSIC in Wi-Fi
(wireless fidelity) related products including the PON, a VOIP
optical interface, wireless DSLAM and ATM applications.


NATIONSRENT INC: Emerges from Chapter 11 Reorganization Process
---------------------------------------------------------------
NationsRent, Inc., has emerged from the Chapter 11 reorganization
process after completing all required actions and satisfying all
remaining conditions to its consensual Plan of Reorganization,
which was confirmed by the U.S. Bankruptcy Court for the District
of Delaware on May 14, 2003. In conjunction with its emergence
from Chapter 11, the Company has obtained a $150,000,000 senior
secured revolving credit facility from a syndicate of lenders. In
addition, The Baupost Group, L.L.C. has invested $80,000,000 of
new capital into the Company.

As a result of the consummation of the Plan of Reorganization, the
Company emerges as a privately held company controlled by Baupost
and Phoenix Rental Partners, L.L.C. All of the Company's existing
equity securities, including its common stock, have been cancelled
and the Company will no longer be a public reporting company.

Commenting on this milestone, Jeff Putman, the newly elected Chief
Executive Officer of the Company, said, "Our emergence from
Chapter 11 reorganization marks the birth of a new NationsRent, a
feat due in large part to the dedication of our employees, our
vendors, and our alliance partners to persevere and succeed
through what has been a difficult economic period. This team will
continue to provide superior service to our growing customer base.
This restructuring has enabled us to put our financial house in
order, significantly reducing debt and increasing our capital
base."

Mr. Putman continued, "Our new, financially sound company is well
positioned for success. We will build on this solid foundation by
providing our customers with a single source for a wide range of
equipment and services, tailored to suit their individual needs,
so they will return to NationsRent time after time. We believe the
timing of this emergence could not be better in light of our
improving business environment."

In addition to Mr. Putman, the Company's senior leadership team
will include Thomas J. Hoyer, who will serve as the Chief
Financial Officer. The Company's regional vice presidents will
consist of Ron Halchishak, Francis Hassis, John Jackson, Fernando
Pinera, Tim Stommel, and Bill Stewart.

Headquartered in Fort Lauderdale, Florida, NationsRent is one of
the country's leading construction equipment rental companies and
operates more than 250 locations (over 80 at Lowe's Home
Improvement locations) in 26 states. NationsRent stores offer a
broad range of high-quality construction equipment with a focus on
superior customer service at affordable prices with convenient
locations in major metropolitan markets throughout the U.S. More
information is available on its home page at
http://www.nationsrent.com

The Baupost Group, L.L.C. was established in 1982, and today
manages approximately $4.0 billion of equity capital for a diverse
group of clients. The firm employs a value oriented investment
philosophy and is an experienced investor in a broad range of
asset classes, both in the United States and abroad. CONTACT:
Thomas Blumenthal and James Mooney, The Baupost Group, L.L.C., at
(617) 210-8388.

Phoenix Rental Partners, L.L.C. was formed in 2001 for the
specific purpose of acquiring debt securities of NationsRent in
the secondary markets. In 2002, Phoenix formed an investment
alliance with Baupost to leverage the combined talents and capital
of each organization as it relates to distressed investment
opportunities in the construction equipment rental industry.
Phoenix is majority owned by Bryan Rich and Douglas Suliman, who
have over 30 years of operating and financing experience in the
construction equipment rental industry. CONTACT: Bryan Rich and
Douglas Suliman, Phoenix Rental Partners, at (954) 759-7200.


NBTY INC: S&P Puts Ratings on Watch Neg. over Rexall Acquisition
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' corporate
credit, 'BB+' senior secured, and 'B+' subordinated debt ratings
for NBTY Inc. on CreditWatch with negative implications.

The CreditWatch placement reflects NBTY's recent announcement that
it has agreed to acquire Rexall Sundown Inc., a U.S. nutritional
supplement manufacturer, from Royal Numico NV. Rexall Sundown
manufactures its products under the Rexall, Sundown, and WORLDWIDE
Sports Nutrition brands, among others. Standard & Poor's expects
that the $250 million acquisition will be financed by bank debt.
Closing of the transaction is expected in July 2003, upon
regulatory approval in the U.S.

At March 31, 2003, about $175.4 million in total debt was
outstanding at Bohemia, New York-based NBTY.

"While Standard & Poor's believes the acquisition will enhance
NBTY's distribution capabilities and broaden its portfolio of
brands, Rexall Sundown's business operates at a lower EBITDA
margin than that of NBTY," said Standard & Poor's credit analyst
Martin S. Kounitz. "In addition, Rexall Sundown's financial
performance has been weak, with fiscal 2002 net sales down 22%
from the prior year. Furthermore, an acquisition of this size,
which increases NBTY's sales by approximately 45% on a pro forma
basis, contains significant integration risk."

Standard & Poor's will continue to monitor current developments
and meet with NBTY's management to discuss the firm's financial
policies, pro forma credit measures for the transaction, and
business strategies.

NBTY's ratings reflect the company's moderate debt leverage, its
aggressive growth strategy, and competitive industry dynamics,
factors somewhat mitigated by the company's strong position and
diversified distribution channels in the vitamins, minerals, and
supplements (VMS) industry.

NBTY manufactures a diverse line of VMS products in the U.S., and
has a strong presence in the U.K. The VMS market in both countries
continues to be highly competitive and fragmented in all
distribution channels. The market includes national brands,
specialty and health food stores, pharmacies, and national chain
stores, as well as small, regional mail-order companies. A three-
tiered distribution strategy that includes retail, wholesale, and
direct response (including mail-order and Internet sales) provides
the company with diversification and lowers distribution risk.


NEW WORLD RESTAURANT: Halpern Denny Discloses 50.72% Equity Stake
-----------------------------------------------------------------
Halpern Denny III and the General Partner beneficially own an
aggregate 28,561,925 shares (including 5,297,818 shares of common
stock which Halpern Denny III has the right to acquire upon
exercise of its warrants) of common stock of New World Restaurant
Group, Inc. which constitutes approximately 50.72% of the
51,016,857 shares of common stock outstanding as of April 30,
2003. However, as previously disclosed  pursuant to the terms of
the Warrants and the Warrant Amendment, Halpern Denny III is
entitled to receive certain Step-Up Warrants and Antidilution
Warrants. Halpern Denny III has received certain Step-Up Warrants
and Antidilution Warrants, however, Halpern Denny III has not
received Step-Up Warrants issuable to it on December 31, 2002, nor
Antidilution Warrants issuable to it after September 15, 2002.
Halpern Denny III is unable to determine or confirm the number of
Step-Up Warrants or Antidilution Warrants it will receive upon the
issuance of these additional Warrants. Such additional Warrants
could materially increase the beneficial ownership of the shares
of common stock held by Halpern Denny III and the General Partner.

Each of the managing members of the General Partner may be deemed
to share the power to vote, or direct the voting of, and to
dispose, or to direct the disposition of the common stock owned by
Halpern Denny III. Each of the managing members of Halpern Denny
III disclaims beneficial ownership of all shares of common stock
other than the shares of common stock he or she may own directly,
if any, or by virtue of his or her indirect pro rata interest, as
a managing member of Halpern Denny III.

As previously disclosed, on March 14, 2003, Halpern Denny III
agreed to acquire warrants to purchase 4,551,326 shares of common
stock of New World and 6,422.914 shares of Series F Preferred
Stock of New World in a private transaction pursuant to the terms
of a Stock Purchase Agreement between Special Situations Fund III,
L.P., Special Situations Cayman Fund, L.P., Special Situations
Private Equity Fund, L.P.and Halpern Denny III. Subsequent to the
closing of the transactions contemplated by the Stock Purchase
Agreement, Halpern Denny III and the SP Funds determined that
there were warrants to purchase an additional 745,492
shares of common stock of New World that should have been
transferred to Halpern Denny III pursuant to the Stock Purchase
Agreement. In a letter agreement dated May 15, 2003, the SP Funds
instructed New World to transfer the additional SP Warrants to
Halpern Denny III. The aggregate consideration which Halpern Denny
III agreed to pay for both the warrants (including the Additional
SP Warrants) and the Series F Preferred Stock, pursuant to the
Stock Purchase Agreement, is $5,000,000, which was funded from
contributions from Halpern Denny III's partners. The aggregate
purchase price of the underlying common stock, if the warrants are
exercised in full, is $52,968.18.  The warrants have an exercise
price of $.01 per share, and expire on June 20, 2006.

                         *   *   *

As previously reported, Standard & Poor's Ratings Services revised
its CreditWatch implications on the 'CCC-' ratings of New World
Restaurant Group Inc. to developing from negative. The revision
follows the quick-casual restaurant operator's announcement that
it plans to offer $160 million of senior secured notes maturing in
2010. The proceeds will be used to refinance the company's
existing $140 million notes that mature in June 2003.

"Upon completion of the deal, Standard & Poor's will raise the
corporate credit rating to 'B-' from 'CCC-' as it will eliminate
the significant near-term refinancing risk facing the company,"
said Standard & Poor's credit analyst Robert Lichtenstein. In
addition, New World's proposed $160 million senior secured notes
will be assigned a 'B-' rating. The outlook will be negative.
The ratings are based on preliminary information and are subject
to review upon final documentation. About $164 million of total
debt was outstanding at April 1, 2003.


NEXGEN VISION: Independent Auditors Air Going Concern Doubts
------------------------------------------------------------
NexGen Vision, Inc. is incorporated under the laws of the State of
Delaware.  The Company is engaged,  through its wholly-owned
subsidiary, Cobra Vision, Inc., in the distribution of ophthalmic
polycarbonate  lenses used in eyeglasses.  Through its wholly-
owned subsidiary, FB Optical Manufacturing, Inc., the Company
refurbishes used optical equipment for resale to customers in the
United States and developing markets  located outside the United
States.  In addition to lens sales and distribution, the Company
also conducts operations in research and development, in casting
and print coat sales, in photochromic lens distribution,  and in
licensing proprietary technologies relating to the ophthalmic
field.

The Company's revenues were $776,146 for the three-month period
ended March 31, 2003 compared to $63,438 for the same period ended
March 31, 2002, an increase of $712,708.  The increase is a result
of the acquisition of Cobra Vision in April 2002.  Cobra Vision
revenues for the three months ended March 31, 2003 were $727,887.
FB Optical generated $48,259 of revenue during the three month
period ended March 31, 2003. Nexgen continues to experience steady
growth in revenues in the polycarbonate and glass ophthalmic lens
distribution business.  If the Company obtains the necessary
financing, Cobra Vision anticipates  continued growth in sales of
distributed polycarbonate and glass ophthalmic lenses and expects
significant sales to be generated from the sale of the NexGen lens
casting systems and NexGen lens casting supplies and materials
planned for launch in the third quarter of 2003.

Gross profit was $265,758, or 34.2%, for the three months ended
March 31, 2003 versus $55,116, or 86.9%, for the three months
ended March 31, 2002.  The $210,642 increase in gross profit is a
result of the Company's  acquisition of Cobra Vision in April
2002. The decrease in percent gross profit for the three months
ended  March 31, 2002 is attributable to the fact that the gross
margins are lower from revenues generated by  Cobra Vision lens
sales than from FB Optical refurbished equipment sales.

Selling, general and administrative ("SG&A") expenses for the
three-month period ended March 31, 2003 increased $969,542 from
$87,792 to $1,057,334. The increase is attributable to the
acquisition of Cobra Vision and the pre-launch expenses related to
commercialization of NexGen casting equipment, supplies and
materials.  Research and development ("R&D") expenditures for the
three-month period ended March 31, 2003 were $300,000 as compared
to no R&D costs during the same period in 2002.  The increase in
R&D costs is  attributable to the acquisition of Cobra  Vision and
is related to the research and development of
casting equipment, supplies and materials.  FB Optical has not
historically incurred research and  development costs. In
addition, unaudited pro forma R&D costs for the three month period
ended March 31, 2003 increased by $250,000 from the prior year
three month period ended March 31, 2002. This increase is
associated with the Research and Development Agreement entered
into with Technology Resource International  in September 2001 and
amended on April 10, 2002 and again on September 1, 2002.
Depreciation and amortization expense for the three month period
ended March 31, 2003 was $16,240 compared to no expense in the
respective period in 2002. This increase was due to the
acquisition of Cobra Vision in April 2002. Prior to the
acquisition of Cobra Vision, the Company  had no depreciable
assets. It also incurred $6,998 of  interest expense during the
three months ended March 31, 2003 as a result of the debt assumed
in connection with the acquisition of Cobra Vision.

The Company's net loss for the three months ended March 31, 2003
was $1,114,814 in contrast to $32,690 for the three months ended
March 31, 2002.  The $1,082,124 increase in net loss was due to
the acquisition of  Cobra Vision and the increased staff, research
and development and sales marketing expenses to support the NexGen
lens casting systems and NexGen lens casting supplies and
materials launch planned for the third quarter of 2003.

At March 31, 2003, Nexgen's cash balance was $81,340 and the
Company had a working capital deficit of  $4,925,637.  It
generated a deficit in cash flow from operating activities for the
six month period ended  March 31, 2003 of $1,571,060. This deficit
in cash flow from operating activities is primarily due to the net
loss from operations of $2,184,306 adjusted for depreciation and
amortization of $28,501, compensation expense on options granted
to consultants of $35,948, a increase in accounts receivable of
$8,934, a decrease in inventory of $146,579, and an increase in
accounts payable of $521,351.  In addition, to support increased
sales of lenses and the launch of NexGen lens casting systems,
prepaid expenses increased by $110,293.

In order to satisfy current obligations, pay ongoing expenses and
to provide sufficient working capital to support the growth of
business and the lens casting systems as well as expand the supply
of polycarbonate  lenses, Nexgen ia currently seeking to raise up
to $2,500,000 from accredited investors and $18,000,000 from
institutional investors through Jesup & Lamont Securities Corp. It
has raised $300,000 through the sale of  Series A Preferred Stock
and warrants to accredited investor including $100,000 in May
2003. There can be no assurances that it will be able to raise
substantial capital.

Management believes that if the Company raises at least
$3,000,000, sufficient capital will exist to fund its operations,
capital expenditures, debt, and other obligations for the next 12
months.  As of May 12, 2003, it has only $59,996 in remaining
cash. Management expects that if the Company does not receive any
financing, it will have to restructure the business to continue
operations.  Nonetheless, management believes the Company will
receive interim bridge financing in an amount to permit it to
sustain its current  operations.  Additionally, based upon
meetings had management believes that the Company will close the
institutional financing during the third quarter.  There can be no
assurances that it will obtain the necessary financing.

The independent auditors report on the Company's September 30,
2002 financial statements included in the Form 10-KSB states that
Nexgen's difficulty in generating sufficient cash flow to meet its
obligations and sustain operations raise substantial doubts about
the ability to continue as a going concern.


NRG ENERGY: Moves for Injunction Against Utility Companies
----------------------------------------------------------
James H.M. Sprayregen, Esq., at Kirkland & Ellis, in New York,
relates that the NRG Companies obtain gas, water, sewer,
electric, telephone and other similar utility services provided
by over 50 utility companies.  The Debtors estimate that the
average aggregate monthly cost of the services provided by the
Utility Companies has been approximately $1,500,000.  With
limited exceptions arising from billing disputes under
interconnection agreements, the Debtors have had a solid payment
history with respect to all undisputed invoices for utility
services.

In addition, the Debtors believe that their cash reserves,
together with the cash generated in the ordinary course of their
business, will provide more than sufficient liquidity for
postpetition payments to the Utility Companies.

Mr. Sprayregen informs Judge Beatty that five of the Utility
Companies hold prepetition security deposits totaling $3,400.
Moreover, approximately $4,200,000 in cash collateral is being
held in a third party escrow in connection with the provision of
station service power under the Interconnection Agreement, dated
July 1, 1999, between NRG and Connecticut Light & Power Company.

At the Debtors' request, Judge Beatty issues an Interim Order:

     (a) determining that the Utility Companies have been provided
         with adequate assurance of payment, pending the entry of a
         Final Order;

     (b) prohibiting the Utility Companies from altering, refusing
         or discontinuing services on account of prepetition
         amounts outstanding, including the making of prepayments
         and demands for security deposits or accelerated payment
         terms, pending the entry of a Final Order;

     (c) determining that the Debtors are not required to make any
         postpetition deposits to the Utility Companies pending the
         entry of a Final Order;

     (d) prohibiting the Utility Companies from drawing upon any
         existing cash security deposit, surety bond or other form
         of security to secure future payment for utility services
         pending the entry of a Final Order; and

     (e) providing the Utility Companies with notice and an
         opportunity for hearing on the Proposed Adequate Assurance
         before entering a final order.

The Court also grants the Debtors authority to provide their
Utility Companies with adequate assurance of payment for
postpetition obligations, including:

     (a) the granting of administrative expense status for services
         provided by Utility Companies following the Petition Date;

     (b) timely payment of those amounts which the Debtors
         determine, in good faith, are undisputed for each invoice
         for postpetition services;

     (3) providing copies of the monthly operating reports, upon
         written request, to a representative selected by the
         Utility Companies within one day of submission of the
         reports to the U.S. Trustee;

     (4) the exchange of contact information between the Debtors
         and any Utility Company, upon written request, for
         employees with sufficient authority to deal with disputes,
         if any, regarding postpetition payments; and

     (5) a mechanism for modification of these requirements if
         there is a material and adverse change with respect to the
         Debtors' solvency or liquidity.

Any objections to the entry of the Final Order must be filed with
Court and served so as to be received by 4:00 p.m. Eastern Time
on June 11, 2003, on these parties:

         -- the Debtors,

         -- the Debtors' counsel,

         -- counsel to any official committee appointed in these
            cases,

         -- counsel to the Ad Hoc Committees,

         -- the U.S. Trustee,

         -- counsel to the Debtors' postpetition secured
            lenders,

         -- Xcel and its counsel;

         -- counsel to the administrative agents for the Debtors'
            prepetition secured lenders; and

         -- the indenture trustees pursuant to the Debtors' secured
            indentures.

If a Utility Company submits a timely objection, the Court will
hold a hearing on June 18, 2003 at 3:00 p.m., at which the Court
will determine whether the Proposed Adequate Assurance satisfies
the requirements of Section 366 of the Bankruptcy Code.

Pursuant to Section 366 of the Bankruptcy Code, within 20 days
after the commencement of the Debtors' Chapter 11 cases, the
Utility Companies "may not alter, refuse, or discontinue service
to, or discriminate against, the [Debtors] solely on the basis of
the commencement of [their chapter 11 cases]. . ."  However,
after the 20-day period, the Utility Companies arguably may
discontinue service if the Debtors have not provided adequate
assurance of future performance of the Debtors' postpetition
obligations to the Utility Companies.

If the Utility Companies are permitted to terminate service on
the 21st day, Mr. Cantor notes, the Debtors may be unable to
continue operations at their power generation facilities, offices
and other properties.  Any interruption, however brief, would
damage customer relationships, revenues and profits, and
adversely affect the Debtors' reorganization efforts.  It is
therefore critical to the success of these bankruptcy cases that
the Debtors' utility services continue uninterrupted.

Moreover, given the number of Utility Companies and the various
locations throughout the United States, it is impracticable, if
not possible, for the Debtors to contact all of the Utility
Companies and obtain assurances that they will not discontinue
services within the first 20 of these bankruptcy cases.

Mr. Cantor also points out that in determining adequate
assurance, the Court is not required to give utility companies
the equivalent of an absolute guaranty of payment, but must only
determine that the utility is not subject to an unreasonable risk
of non-payment for postpetition services. (NRG Energy Bankruptcy
News, Issue No. 4; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


NVR INC: Sells $200 Million of 5% Senior Notes Due 2010
-------------------------------------------------------
NVR, Inc. (Amex: NVR) (S&P/BB+/Positive) sold $200 million of 5%
senior notes due 2010 pursuant to an effective shelf registration.
The Company will use a majority of the proceeds of the senior
notes offering to redeem all of its issued and outstanding 8%
senior notes due 2005, which the Company is calling at a premium
of 104% plus accrued and unpaid interest to July 14, 2003, the
date fixed for redemption.

NVR, Inc. is headquartered in McLean, Virginia and is one of the
largest homebuilders in the United States.


PAMECO CORPORATION: Retains Morrison Cohen as Bankruptcy Counsel
----------------------------------------------------------------
Pameco Corporation, and its debtor-affiliates want to employ
Morrison Cohen Singer & Weinstein, LLP as their attorneys in their
chapter 11 cases and ask the U.S. Bankruptcy Court for the
Southern District of New York for permission to do so.

The Debtors relate that Morrison Cohen has represented them
throughout the prepetition negotiations and sale of assets leading
up to the commencement of these chapter 11 cases.  The Debtors
believe that retention afforded Morrison Cohen the relevant
background and experience to serve as Debtors' counsel in this
case.

Morrison Cohen has developed a working knowledge of the Debtors'
capital structure, financing documents, and other material
agreements, as well as with the Debtors' business affairs and many
of the potential legal issues that may arise in the context of
this case. The Debtors believe that continued representation by
their prepetition restructuring, litigation, and bankruptcy
counsel, Morrison Cohen, is critical to the Debtors' efforts to
wind-down their business.

The Debtors expect Morrison Cohen to:

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

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

      c) take all necessary action to protect and preserve the
         Debtors' estates, including the prosecution and defense
         of any actions, negotiations concerning all litigation
         involving the Debtors, and objections to claims filed
         against the Debtors' estates, if any;

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

      e) take all necessary action on the Debtors' behalf to:

          (i) obtain approval of the Disclosure Statement and
              confirmation of the Plan of Reorganization,

         (ii) negotiate any modifications to the Plan that may be
              required,

        (iii) implement all transactions related thereto and

         (iv) consummate the Plan;

      f) appear before this Court, any appellate courts, and the
         United States Trustee;

      g) advise the Debtors with respect to corporate matters;

      h) perform all other necessary legal services and provide
         all other necessary legal advice to the Debtors in
         connection with these chapter 11 cases; and

      i) provide other general legal advice to the Debtors that
         may be required in connection with this case.

The hourly rates of Morrison Cohen's professionals are:

      Members
      -------
      Joseph T. Moldovan            $480 per hour
      Salomon R. Sassoon            $480 per hour
      Jack Levy                     $480 per hour
      Theodore L. Marks             $475 per hour
      Jeffrey P. Englander          $475 per hour
      Brian B. Snarr                $495 per hour

      Senior Counsel
      --------------
      Janice H. Eiseman             $335 per hour
      Edward P. Gilbert             $390 per hour

      Associates
      ----------
      Michael R. Dal Lago           $300 per hour
      Mathew Manuelian              $330 per hour
      Steven M. Cooperman           $310 per hour
      Stacy L. Nader                $235 per hour
      Michael Samuels               $225 per hour

      Paraprofessional
      -----------------
      Mariola Wiatrak              $160 per hour

Pameco Corporation distributes central air conditioners, heat
pumps, and furnaces, as well as walk-in coolers and ice machines.
The Company filed for chapter 11 protection on May 3, 2003 (Bankr.
S.D.N.Y. Case No. 03-13589).  Joseph Thomas Moldovan, Esq., at
Morrison Cohen Singer & Weinstein, LLP leads the engagement team
in assisting the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed
estimated assets of over $10 million and estimated debts of over
$50 million.


PAPER WAREHOUSE: Gets Nod to Retain Michael L. Meyer as Counsel
---------------------------------------------------------------
Paper Warehouse, Inc., sought and obtained approval from the U.S.
Bankruptcy Court for the District of Minnesota to employ Michael
L. Meyer at Ravish Meyer Kirkman McGrath & Nauman, A Professional
Assocation, to represent it in connection with all matters
relating to its chapter 11 case.

The Debtor believes that its best interest is served by retaining
Ravish Meyer to represent it in this chapter 11 proceeding.
Ravish Meyer is experienced and is agreeable to performing legal
services for the estate on an hourly basis.

The attorneys and paralegal that will provide services to the
Debtor and their current hourly rates are:

           Michael L. Meyer             $325 per hour
           Michael F. McGrath           $290 per hour
           Will R. Tansey               $150 per hour
           Barbara A. Waggie            $105 per hour

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). As
of May 2, 2003, the Company listed $20,763,924 in total assets and
$26,546,615 in total debts.


PENTON MEDIA: Shareholders Approve 1-For-3 Reverse Stock Split
--------------------------------------------------------------
Penton Media, Inc. (NYSE:PME) stockholders voted at the Company's
annual meeting Thursday to approve a reverse stock split. The
approved proposal provides the Company's Board of Directors with
approval to effect a reverse split at one of three ratios within
one year. Chairman & CEO Thomas L. Kemp announced at the meeting
that the Board does not expect to act on its authority to effect
the reverse split in the near term.

Stockholders also elected three directors to serve three-year
terms expiring in 2006. The directors include: Daniel J. Ramella,
president and chief operating officer of the Company, and a
director since 1998; and Vincent D. Kelly, president and chief
executive officer of Metrocall, Inc., a provider of paging and
advanced wireless data and messaging services, and Perry A. Sook,
president and chief executive officer of Nexstar, a television
broadcasting company.

In other votes, stockholders approved the selection of
PricewaterhouseCoopers LLP as independent accountants for Penton.
A proposal to amend the Company's Certificate of Designations
governing the Company's Series B Convertible Preferred Stock to
amend the definition of "change of control" was not approved, and
a proposal to remove a limit on the number of directors on the
Company's Board to 13 was not approved.

The Company's second-quarter guidance, first provided on May 1,
was reaffirmed. That guidance was that revenues are expected to
decline year-on-year by about 15%, although the Company
anticipates that revenues for ongoing businesses will decline by
single digits. Operating income should improve due to the absence
of restructuring charges, which impacted last year's second
quarter. The Company anticipates that second-quarter adjusted
EBITDA for ongoing businesses will be about even with 2002.

Penton also announced at the meeting that its shareholder rights
agreement expired at the close of business June 12.

Penton Media -- whose December 31, 2002 balance sheet shows a net
capital deficit of about $61 million -- is a diversified business-
to-business media company that produces market-focused magazines,
trade shows and conferences, and online media. Penton's integrated
media portfolio serves the following industries: aviation;
design/engineering; electronics; food/retail;
government/compliance; Internet/information technology;
leisure/hospitality; manufacturing; mechanical
systems/construction; natural products; and supply chain.


PRECISE IMPORTS: Securing Okay to Tap Piper Rudnick as Attorneys
----------------------------------------------------------------
Precise Imports Corporation seeks permission from the U.S.
Bankruptcy Court for the Southern District of New York to retain
and employ Piper Rudnick LLP as its attorneys under a general
retainer.  Precise Imports will look to Piper Rudnick to perform
all legal services necessary as the Company restructures under
chapter 11.

The Debtor discloses that when it became apparent that a
bankruptcy filing was likely, the Debtor hired Piper to provide
advice regarding, among other things, preparation for the
commencement and prosecution of a case under chapter 11 of the
Bankruptcy Code. The Debtor has employed and retained Piper
Rudnick as its attorneys in connection with the filing.

The Debtor has selected Piper Rudnick to serve as bankruptcy
counsel because Piper's attorneys have extensive experience and
knowledge in the fields of debtor and creditor rights, debt
restructuring and corporate reorganizations, tax law, real estate
matters, employee benefits and commercial litigation, among
others. In addition, in connection with their engagement by the
Debtor, Piper has become familiar with the Debtor's operations and
business.

The Debtor submits that if they be required to retain attorneys
other than Piper Rudnick, the Debtor and its estate would be
prejudiced by the time and expense necessary for such attorneys to
become familiar with the Debtor's business operations.

In this engagement, Piper Rudnick will:

  (a) advise the Debtor with respect to its powers and duties
      as a debtor and debtor in possession in the continued
      management and operation of its business and properties;

  (b) attend meetings and negotiate with representatives of
      creditors and other parties in interest, and advise and
      consult on the conduct of case, including all of the
      legal and administrative requirements of operating in
      chapter 11;

  (c) advise the Debtor in connection with any contemplated
      sales of assets or business combinations, including
      negotiating any asset, stock purchase, merger or joint
      venture agreements, formulating and implementing any
      bidding procedures, evaluating competing offers, drafting
      appropriate corporate documents with respect to the
      proposed sales, and counseling the Debtor in connection
      with the closing of any such sales;

  (d) advise the Debtor in connection with postpetition
      financing and cash collateral arrangements, negotiate and
      draft documents relating thereto, provide advice and
      counsel with respect to the Debtor's prepetition financing
      arrangements, provide advice to the Debtor in connection with
      issues relating to financing and capital structure under any
      plan or reorganization, and negotiate and draft related
      documents;

  (e) advise the Debtor on matters relating to the evaluation of
      the assumption or rejection of unexpired leases and executory
      contracts;

  (f) advise the Debtor with respect to legal issues arising in or
      relating to the Debtor's ordinary course of business,
      including attendance at senior management meetings, meetings
      with the Debtor's financial and turnaround advisors, and
      meetings of the board of directors, advise the Debtor on
      employee, workers' compensation, employee benefits, labor,
      tax, environmental, banking, insurance, securities,
      corporate, business operation, contract, joint ventures, real
      property, press/public affairs and regulatory matters, and
      advise the Debtor with respect to continuing disclosure and
      reporting obligations, if any, under securities laws;

  (g) take all necessary action to protect and preserve the
      Debtor's estate, including the prosecution of actions on its
      behalf, the defense of any actions commenced against the
      estate, any negotiation concerning litigation in which the
      Debtor may be involved, and the prosecution of objections to
      claims filed against the estate;

  (h) prepare on behalf of the Debtor all motions, applications,
      answers, orders, reports and papers necessary to the
      administration of the estate;

  (i) negotiate and prepare on the Debtor's behalf any plans(s) of
      reorganization, disclosure statement(s) and related
      agreements and/or documents, and take any necessary action on
      behalf of the Debtor to obtain confirmation of such plan(s);

  (j) attend meetings with third parties and participate in
      negotiations with respect to the above matters;

  (k) appear before this Court and any appellate courts, and
      protect the interests of the Debtor's estate before such
      courts; and

  (l) perform all other necessary legal services and provide all
      other necessary legal advice to the Debtor in connection with
      this chapter 11 case.

Thomas R. Califano, Esq., a Piper Rudnick member, reports that the
Piper Rudnick attorneys that are likely to represent the Debtor in
this case have current standard hourly rates ranging from $190 to
$500 per hour.  Additionally, Piper Rudnick's paralegal rates
range from $65 to $225 per hour

Precise Imports Corporation, Inc., does business as Wenger, NA.
WNA holds the exclusive United States rights for the distribution
of knives, watches, and fragrances, and administers a sublicense
for camping/outdoor equipment under the "Wenger" cross and trade
names.  The Company filed for chapter 11 protection on June 3,
2003 (Bankr. S.D.N.Y. Case No. 03-13595).  As of December 31,
2002, the assets of Debtor on a consolidated book basis were
valued at $32,111,075 and the total liabilities at $45,790,795.


PSYCHIATRIC SOLUTIONS: Negative Outlook Given to B+ Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Franklin, Tennessee-based Psychiatric Solutions
Inc. At the same time, Standard & Poor's assigned its 'B-' to the
company's $150 million subordinated ratings due 2013. The proceeds
will be used to refinance existing debt and finance an
acquisition. After the completion of the transaction, total debt
outstanding will approximate $175 million. The outlook is
negative.

"The speculative-grade rating on Psychiatric Solutions reflects
concern related to its ability to successfully integrate the
operations of recently acquired businesses that increase the
company's size dramatically in a short period of time, and the
challenges to extend its limited record of success as a specialty
health service provider given ongoing reimbursement risk from
large third-party payors," said credit analyst David Peknay.

After the completion of two significant acquisitions, Psychiatric
Solutions will have established itself as one of the three largest
operators of behavioral health facilities in the U.S. Inclusive of
the eleven facilities in the pending acquisition of Ramsay Youth
Services and the completion of the acquisition of six facilities
from the Brown Schools in April 2003, the company will have
increased its total number of inpatient facilities to 22 from only
5. Additionally, the company will have a total of 58 facilities
that it manages for third parties, including units in hospitals.
With an experienced management team, the company will be well-
positioned for further consolidation opportunities in this highly
fragmented industry. Psychiatric Solutions anticipates adding four
to six facilities per year through acquisitions, but not until
these latest two significant acquisitions are integrated into the
company's operations.


QWEST CORP: S&P Rates $500-Mill. Senior Unsecured Facility at B-
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B-' rating to
Denver, Colorado-based local telephone operator Qwest Corp.'s $500
million senior unsecured term loan facility due 2010. The outlook
is developing.

"Proceeds will be used to refinance Qwest Corp.'s senior notes due
in 2003 and fund its business needs; the notes are rated the same
as the corporate credit rating because there are no material
obligations senior to the notes," said credit analyst Catherine
Cosentino. At the same time, Standard & Poor's affirmed the 'B-'
corporate credit rating of Qwest Corp. and its parent, Qwest
Communications International Inc. All other ratings of Qwest and
related entities were also affirmed, including the previously
rated Qwest Corp.'s $1.25 billion senior unsecured bank facility
due 2007, which was upsized from $1 billion.

While Qwest Capital Funding Inc.'s debt is rated 'CCC+', one notch
below the corporate credit rating, Qwest does not have addition
cushion to add substantial debt at Qwest Corp. without causing a
downgrade in debt at Qwest Capital Funding. Qwest Capital Funding
is structurally subordinated to all other debt in Qwest's capital
structure, including debt at Qwest Corp. If the notching of debt
at Qwest Capital Funding is revisited, the notching of the Qwest
Communications Corp. $350 million senior notes would also be
revisited.

The ratings reflect the high degree of risk surrounding Qwest
because of the ongoing U.S. Department of Justice criminal and SEC
investigations, as well as the existence of various shareholder
lawsuits, and near-term liquidity remains a source of concern.
Despite these risks, Standard & Poor's recognizes that Qwest
continues to hold a leading position in its local exchange markets
in a 14 state region in the western U.S., with 17 million access
lines.

Qwest's business position should benefit from its receipt of
approval from the FCC to offer in-region long distance services in
12 of its 14 states. The company's overall business risk could
therefore support a higher rating if Qwest is able to
satisfactorily address Standard & Poor's liquidity concerns with
completion of the directories sale. Conversely, the ratings could
be lowered if the completion of the directories sale is delayed
beyond 2003.


RELIANT RESOURCES: S&P Affirms & Removes Ratings from CreditWatch
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Reliant Resources Inc. and its subsidiaries:
Reliant Energy Mid-Atlantic Power Holdings LLC; Reliant Energy
Capital (Europe) Inc., and Orion Power Holdings (OPH). At the same
time, Standard & Poor's removed the ratings from CreditWatch. The
outlook on all ratings is negative.

Standard & Poor's also raised its rating to 'B-' from 'CCC+' on
OPH's 12% senior unsecured bonds due 2010.  This rating action
reflects Standard & Poor's analysis of the asset coverage at OPH
and determination that, while the OPH bonds are structurally
subordinated to senior secured loans at Orion NY and Orion
Midwest, the asset coverage is adequate for only a one notch
differential.  As the secured debt continues to decline at Orion
NY and Orion Midwest, the rating differential will continue to
reflect the improved position of the OPH bondholders vis a vis the
secured debtholders.

These rating actions have no affect on Reliant Energy Power
Generation Benelux N.V.'s (REPGB) rating.  REPGB is a European
subsidiary that RRI expects to sell by the end of the third
quarter 2003.  The sale is currently awaiting regulatory approval
from the Dutch authorities.

RRI's ratings and those of its major subsidiaries are based on the
consolidated credit profile of the corporation, but also reflect
the fact that monies are currently trapped at the Orion operating
companies and cannot be relied on to service corporate-level debt.
The consolidated business profile incorporates the credit quality
of the wholesale and retail operations that RRI owns.  The
wholesale operation is characterized by high business risk
including regulatory uncertainty and volatile cash flows. While
RRI expects the wholesale operation to contribute approximately
one-half of operating cash flow over the next five years, Standard
& Poor's wholesale price outlook would suggest that the wholesale
operation will contribute approximately 38% of operating cash
flow. This segment, however, represents a significant investment
by RRI and will necessitate capital expenditures of approximately
$850 million in the next two years to complete assets currently
under construction in the Midwest and Western regions and other
maintenance.

RRI's financial profile has weakened considerably due to low
margins in the wholesale business, higher interest costs, high
leverage and restrictive covenants at its large OPH subsidiary

The negative outlook reflects the continued weak wholesale lower
market characterized by low margins, overcapacity, regulatory
uncertainty, and uncertain cash flows from its wholesale asset
base, partially offset by its Texas retail business.  The
continued negative trend in the wholesale operations and potential
for diminished gross margin in the retail segment may put pressure
on the rating in the foreseeable future.   RRI is exposed to a
possible negative outcome of the FERC proceedings related to the
California markets.  Should significant monetary penalties or
adverse business outcomes hamper RRI's ability to generate
adequate cash flow to service debt, the rating could decline.
Should RRI successfully settle the issues surrounding California
and pay down adequate levels of debt to bring credit protection
measures in line with a higher rating, then a rating upgrade could
occur.


ROGERS: Completes C$250MM Equity Issuance & Redeems Senior Notes
----------------------------------------------------------------
Further to its release of May 28, 2003, Rogers Communications Inc.
(TSX: RCI.A and RCI.B, NYSE: RG) has successfully completed the
issuance of 12,722,647 Class B Non-Voting shares to a syndicate of
Canadian underwriters. The Shares were sold on a "bought deal"
basis at a price of C$19.65 per Share for net proceeds of
approximately C$240 million.

As part of the Company's focus on deleveraging, the net proceeds
of the offering will be used, together with other available funds,
to redeem (pursuant to a redemption notice) US$205.4 million
aggregate principal amount of the Company's Senior Notes, due 2007
on July 17, 2003 at a redemption price of 102.958% of the
aggregate principal amount.

Rogers Communications Inc. (TSX: RCI.A and RCI.B; NYSE: RG) is
Canada's national communications company, which is engaged in
cable television, Internet access and video retailing through
Rogers Cable Inc.; digital PCS, cellular, and wireless data
communications through Rogers Wireless Communications Inc.; and
radio, television broadcasting, televised shopping, and publishing
businesses through Rogers Media Inc.

                         *   *   *

As previously reported, Standard & Poor's Ratings Services revised
the outlook to negative from stable on Rogers Communications Inc.,
and its subsidiary, Rogers Cable Inc. At the same time, the
ratings on Rogers Communications, including its 'BB+' long-term
corporate credit rating, as well as the ratings on its
subsidiaries, were affirmed.

The outlook reflects Standard & Poor's concerns about Rogers
Communications' financial profile, particularly its leverage,
which is high for the rating. Lease-adjusted total debt to EBITDA
has increased to 5.9x in 2002 from 5.3x in 2001, largely due to
negative free cash flows as the company completes its cable system
upgrades.


SBA COMMUNICATIONS: S&P Affirms CCC Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CCC' corporate
credit rating on Boca Raton, Florida-based wireless tower operator
SBA Communications Corp. and removed the rating from CreditWatch.
The outlook is developing.

The ratings were originally placed on CreditWatch with negative
implications in late 2002 because of concerns that the company
might violate tight covenants under its bank facility in 2003 and
possibly require a financial restructuring. SBA Communications,
however, has recently closed on the sale of 679 towers for about
$160 million in gross cash proceeds and expects to sell another
122 towers for about $43 million around October 2003. The proceeds
from the first tower sale, in addition to borrowings from a new
credit facility, have allowed the company to refinance the bank
facility and have reduced the likelihood that the company will
restructure in the near term.

The new $195 million senior secured credit facility, maturing in
2007, comprises a $95 million term loan and a $100 million
revolving credit facility. It also contains covenants that are
somewhat less restrictive than those of the refinanced bank
facility. However, it does not afford much cushion against severe
execution missteps. Availability under the new revolving credit
facility and prospective proceeds from the second group of tower
sales should strengthen the company's liquidity, thereby reducing
the risk of a distressed debt exchange or bankruptcy filing in the
near term.

"The rating of SBA Communications reflects its very aggressive
financial leverage and longer term liquidity concerns," said
Standard & Poor's credit analyst Michael Tsao.

SBA Communications is among the largest independent operators of
wireless communications towers in the U.S., and derives its
revenues from tower leases and network services. (After adjusting
for the tower sales, the company will have about 3,075 towers at
the end of 2003.) SBA also leases antenna space on towers owned
and operated by the company primarily to the major wireless
carriers and their affiliates under long-term contracts with
annual rent escalator provisions. The company also serves as a
consultant to wireless service providers in areas of site
acquisition, network planning, radio frequency engineering, and
construction. This business, which accounts for about 35% of SBA
Communications' total revenues, has been hard hit by reduced
carrier spending and increased competition.

The company had more than $1 billion of debt for the quarter ended
March 2003, debt incurred largely to acquire and construct new
towers in anticipation of steep cash flow growth that did not
materialize.


SCANTEK MEDICAL: Working Capital Deficit Tops $6.8MM at March 31
----------------------------------------------------------------
Scantek Medical, Inc. and its subsidiaries operates in one
industry segment and is engaged in developing, manufacturing,
marketing, and licensing the BreastCare(TM)/BreastAlert(TM). The
BreastCare(TM)/BreastAlert(TM) is an early screening device which
can detect certain breast tissue abnormalities, including breast
cancer. This device has been patented and has Food and Drug
Administration approval for sale.

The Company has experienced losses during its development stage.
Losses and negative cash flows from operations have continued in
the current fiscal year subsequent to June 30, 2002. As of
March 31, 2003, the Company had working capital deficit of
approximately $6.8 million.

The activities of the Company are being financed through the sale
of its common stock and debt securities. Its continued existence
is dependent upon its ability to obtain needed working capital
through additional equity and/or debt financing, and the
commercial acceptability of the BreastCare(TM)/BreastAlert(TM) to
create sales that will help the Company achieve a profitable level
of operations. However, there is no assurance that additional
capital will be obtained or the BreastCare(TM)/BreastAlert(TM)
will be commercially successful. This raises substantial doubt
about the ability of the Company to continue as a going concern.

The Company had no sales for the nine months ended March 31, 2003
and 2002. The Company expects sales to commence in the last
quarter of its fiscal year.

Cost of sales (which consists of depreciation expense) decreased
1.7% to $198,288 during the nine months ended March 31, 2003 from
$201,636 during the nine months ended March 31, 2002.

General and administrative expenses increased 68.2% to $932,709
during the nine months ended March 31, 2003 from $554,473 during
the nine months ended March 31, 2002 due to increases in travel
expenses, rent, outside services, accrued wages and professional
fees attributable to stock and stock options issued for services
offset by higher consulting fees in 2002 also attributable to
stock options issued for services.

Interest expense increased to $396,438 during the nine months
ended March 31, 2003 from $313,651 during the nine months ended
March 31, 2002 primarily due to interest expense on stock issuance
for loan financing and additional interest on increase in debt.

Research and development decreased from $210,000 for the nine
months ended March 31, 2002 to $-0- for the nine months ended
March 31, 2003. The Company fully developed the
BreastCare(TM)/BreastAlert(TM) but in the future contemplates to
develop other products to market.

Until cash flow generated from the shipment of the BreastCare(TM)
device is sufficient to support the Company's operations, the
Company will require financing to fund its current overhead and
various capital    requirements. As of March 31, 2003, the Company
borrowed approximately $2.7 million from unaffiliated third
parties. These loans are payable by the Company on various dates
through December 31, 2003. In addition, as of March 31, 2003, the
Company's President advanced the Company approximately $1.1
million. These loans have supported the Company through the prior
and the current fiscal year. The Company expects the cash flow
from sales commencing in 2003 to cover the operations of the
Company through December 2003, provided the Company is successful
in raising additional capital to support the operations until cash
flows  generated from the sales of the
BreastCare(TM)/BreastAlert(TM) device commences.


TEAM AMERICA: Merges with Vsource to Form Outsourcing Company
-------------------------------------------------------------
TEAM America, Inc. (Nasdaq: TMOS), a leading business process
outsourcing company specializing in Human Resources, and Vsource,
Inc. (OTC Bulletin Board: VSCE), a global leader in providing
customized business process outsourcing services to Fortune 500
and Global 500 companies, have executed a definitive merger
agreement.

"The new company, which will operate under the name Vsource Corp.,
will combine the strengths of Vsource and TEAM America to deliver
a new level of unparalleled value and service quality to our BPO
clients," said Phil Kelly, Chairman and CEO of Vsource. "We expect
the new Vsource to be a Global BPO leader, specializing in both
Human Resource Solutions for enterprise level clients and small to
medium-sized companies currently serviced by TEAM America across
the United States, and Customized BPO Outsourcing Solutions for
Fortune 500 and Global 500 companies."

For the previous fiscal year, TEAM America and Vsource generated
combined revenues in excess of $85 million. The combined company
will deliver services to clients in the United States, Asia-
Pacific and Europe. Following completion of the merger, Phil Kelly
will serve as Chairman and CEO of the new Vsource.

S. Cash Nickerson, current Chairman and CEO of TEAM America, will
serve as Vice Chairman of the combined company concurrently with
Dennis M Smith, Vsource's Vice Chairman and Chief Financial
Officer, who will hold the same positions after the merger.

S. Cash Nickerson, Chairman and CEO of TEAM America, commented,
"For over sixteen years, TEAM America has provided small to
medium-sized clients with benefits and human resource solutions
generally only available to Fortune 500 companies. This merger
will propel our clients to the next level, utilizing the
capabilities of Vsource's Fortune 500 and Global 500 service
levels, world-class operating skills and the introduction of
advanced human capital management solutions, including state-of-
the-art web-based services, allowing our customers to access
payroll and human resource reports through a complete range of
self-service tools via the Internet. We are clearly excited about
the opportunities this merger presents as the combined
international company will be on the leading edge of the BPO and
human resource outsourcing markets."

"We are enthused about the merger with TEAM America," added Mr.
Kelly. "It enables the new Vsource to leverage our customized
solutions, global reach, operational efficiencies and deep domain
knowledge to provide breakthrough levels of service and
efficiencies to TEAM America's client base, while helping us build
significant scale required to deliver world-class BPO services."

Mr. Nickerson stated further, "This is clearly a defining event
for both companies as the value of this merger lies not only in
what it is today but in what it will be in the future. The new
Vsource brings significant benefits to our clients and to our
shareholders, and when combined with the restructuring of our
debt, which is a part of this transaction, substantially improves
our balance sheet and prospects for rapid growth in our HCM
services, as well as the addition of new enterprise level BPO
services globally."

Under the terms of the merger agreement, which was unanimously
approved by the Boards of Directors of both companies,
stockholders of Vsource will receive newly issued shares of TEAM
America common stock based on the following exchange ratios: 3.10
TEAM America shares for each share of Vsource common stock, 1.172
TEAM America shares for each share of Vsource Series 1-A
convertible preferred stock, 1.398 TEAM America shares for each
share of Vsource Series 2-A convertible preferred stock, and 3,100
TEAM America shares for each share of Vsource Series 4-A
convertible preferred stock. Based on these exchange ratios,
Vsource stockholders will own approximately 80% and TEAM America
stockholders approximately 20% of the merged company. However, the
merger agreement provides that these exchange ratios may be
increased by up to 24% based on the outcome of a review of certain
due diligence matters, which could change the post-closing
ownership of the merged company to up to 83% held by Vsource
stockholders and down to 17% held by TEAM America stockholders.
Based on the closing price of TEAM America's common stock on June
10, 2003, the market capitalization of the combined company will
be approximately $82 million. In addition, TEAM America and
Vsource intend to file a listing application for the merged
company's stock on the Nasdaq SmallCap Market. The transaction is
expected to be tax-free to shareowners of both companies for U.S.
federal income tax purposes. Shareholders representing over 70% of
TEAM America's common shares and more than 80% of Vsource common
shares, on a fully converted basis, have agreed to vote their
shares in favor of the merger. Various shareholders of Vsource and
TEAM America have also entered into an agreement among themselves
pursuant to which they have agreed to vote together on certain
matters after the merger is completed.

In conjunction with the execution of the merger agreement, term
sheets have been executed with TEAM America's banks to restructure
$9.0 million in principal amount of TEAM America's outstanding
debt. The term sheets provide that upon closing of the merger, the
monthly principal repayment amount with respect to $4.1 million of
such debt will be reduced, the final maturity date of such debt
will be extended to a date that is 48 months after the merger's
closing, certain fees will be payable at maturity and the interest
rate will be reduced to prime plus 1%. Such debt will become
senior to all other debt of TEAM America and will be secured by
cash collateral of $1 million and a lien on all of the company's
real and personal property, and letters of credit issued by the
banks in the amount of $508,000 will be separately secured with
additional cash collateral equal to the amount of the letters of
credit. The term sheets also provide that Vsource or a third party
must purchase the remaining $4.9 million in principal amount of
TEAM America's bank debt, and all of the shares of Team common
stock, Class A Shares and warrants to acquire shares of Team
common stock held by an affiliate of one of the banks, for an
aggregate purchase price of $1.6 million. Vsource has provided a
non- refundable deposit in connection with the debt purchase,
which will be applied to the payment of the purchase price. The
restructuring and debt purchase, which is subject to completion of
definitive documentation with the lenders, is a condition of
closing of the merger.

In addition, TEAM America has executed a Memorandum of
Understanding with Stonehenge Opportunity Fund, LLC, the holder of
its $1.5 million bridge note, and the other holders of its Series
2000 9.75% Cumulative Convertible Redeemable Class A Preferred
Shares. Pursuant to the MOU, the bridge note will be exchanged for
a new subordinated note of equal amount but with an extended
maturity date of June 30, 2006 and a reduced interest rate equal
to 1.5% over the rate paid by TEAM America under its restructured
bank debt. In addition under the MOU, all of TEAM America's
outstanding Class A Shares, and warrants to acquire 1,777,777
shares of TEAM America common stock, will be exchanged for
subordinated notes with an aggregate principal amount of $2.5
million and 5,634,512 shares of TEAM America common stock. These
subordinated notes, which will have the same terms as the
subordinated note being issued in exchange for the bridge note,
will be subordinated to senior indebtedness such as the merged
company's bank debt and will have customary restrictive covenants
including limitations on the borrower's ability to incur
additional indebtedness. Interest will accrue but will not be paid
in cash until all of the senior obligations have been paid in
full. The completion of the transactions contemplated by the MOU
is subject to customary closing conditions, including execution of
definitive agreements and the completion of the merger and the
bank debt restructuring described above.

The merger is expected to close in the third quarter of 2003.
Completion of the transaction is subject to completion of the bank
debt restructuring and purchase, completion of the transactions
contemplated by the MOU, the parties agreeing on the appropriate
adjustment, if any, to the exchange ratios as described above and
satisfaction of customary closing conditions, including obtaining
TEAM America and Vsource shareholder approval. In connection with
the merger, TEAM America is expected to reincorporate in Delaware
and, if necessary, effect a reverse stock split in order to meet
the Nasdaq SmallCap Market's minimum bid price for an initial
listing.

Vsource, Inc., headquartered in San Diego, Calif., provides
business process outsourcing (BPO) services under the Vsource
Versatile Solutions(TM) trade name, to Fortune 500 and Global 500
organizations across the Asia- Pacific region, Europe and the US.
Vsource Versatile Solutions include Human Resource Solutions,
Warranty Solutions, Sales Solutions, and Vsource Foundation
Solutions(TM), which include Financial Services, Customer
Relationship Management and Supply Chain Management. Vsource
operates shared customer service centers in Malaysia and Japan,
and has offices in the United States, Hong Kong, Singapore, and
Australia. Vsource clients include ABN AMRO, Agilent Technologies,
EMC, Gateway, Haworth, Network Appliance and other Fortune 500 and
Global 500 companies.

For more information, visit the Vsource Web site at
http://www.vsource.com

TEAM America, Inc., headquartered in Columbus, Ohio, provides
comprehensive and integrated human resource management services to
small and medium sized businesses in the PEO segment of the Human
Capital Management industry. TEAM America ranks in the top ten
companies providing PEO services in the country. These services
allow clients to outsource their human resource responsibilities
to TEAM America, who offers a broad range of "back office"
services, including human resource administration, regulatory
compliance management, employee benefits administration, risk
management services, employer liability protection, payroll and
payroll tax administration and placement services. For more
information regarding TEAM America, visit
http://www.teamamerica.com

As reported in Troubled Company Reporter's March 25, 2003 edition,
TEAM America reached an agreement to restructure its loan
agreement with its senior lenders, extending the maturity date of
the loans and waiving all prior defaults.

In addition, on March 20, 2003 the Board of Directors approved an
agreement in principle to restructure the Preferred Shares of the
Company. Under the agreement in principle, the Preferred holders
will exchange approximately $13.5 million liquidation preference
for $2.5 million of new non-convertible preferred shares, 4.8
million common shares and approximately 2.5 million warrants.


TECO ENERGY: S&P Rates $300MM Senior Unsecured Notes at BB+
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating to
electricity provider TECO Energy Inc.'s $300 million senior
unsecured notes offering. The proceeds will be used primarily to
repay short-term debt. The outlook is negative.

Tampa, Florida-based TECO has about $3.8 billion in outstanding
debt.

On May 30, 2003, Standard & Poor's lowered its long-term corporate
credit ratings on TECO and affiliates to 'BBB-' from 'BBB'. The
downgrade of TECO and its subsidiaries reflected continued
exposure to power plant projects that are being severely impacted
by a weak power price environment, ongoing asset sale execution
risk, and the paramount importance of continuing to execute
planned strategic initiatives to arrest the company's weakening
credit quality.

Standard & Poor's assessment of the consolidated creditworthiness
of the TECO enterprise upon completion of company's announced
strategic plans is consistent with a 'BBB-' corporate credit
rating.

"The negative outlook reflects the substantial execution risk TECO
faces as it attempts to rationalize its merchant plant exposure
and complete potential asset sales, such as TECO Transport, the
Hardee power station, Guatemalan assets, and other assets. We are
closely monitoring the firm's success in these endeavors with
expectations for continued steady progress throughout 2003," said
Standard & Poor's credit analyst William Ferara.

"Importantly, lack of movement on these issues in a timely fashion
will result in a ratings downgrade to noninvestment grade.
Conversely, rapid completion of TECO's stated objectives at
expected values could be the catalyst for ratings stability at the
'BBB-' corporate credit rating level," added Mr. Ferara.


TEMBEC: Commencing Temporary Shutdown of 2 Canadian Pulp Mills
--------------------------------------------------------------
Tembec announced that it will curtail operations at two of its
Canadian Kraft pulp mills due to a temporary wood fiber shortage.
The mills, which will be down for two weeks, are located in
Marathon and Smooth Rock Falls, Ontario.

The reduction is estimated to be 15,000 MT of pulp production,
equivalent to approximately 10% of the company's quarterly
Canadian Kraft production.

Wood supplies to the pulp and paper industry, particularly in
Eastern Canada, have been seriously impacted by the US countervail
duties on lumber exported to the US.

"We are well sold out at all of our pulp mills, so the timing of
this shortage is unfortunate" said T. P. Kavanagh, President of
the Tembec Pulp & Paper Group. "We are currently working on
contingency arrangements to mitigate any potential supply
interruptions for our customers."

The Tembec Pulp Group produces in excess of 2.2 million tonnes per
year of market pulp and is a leading supplier of pulps to the
world market.

Tembec is an integrated Canadian forest products company
principally involved in the production of wood products, market
pulp and papers. The Company has sales of approximately $4
billion, with over 55 manufacturing sites in the Canadian
provinces of New Brunswick, Quebec, Ontario, Manitoba, Alberta and
British Columbia, as well as in France, the United States and
Chile. Tembec's Common Shares are listed on The Toronto Stock
Exchange under the symbol TBC. Additional information on Tembec is
available on its web site at http://www.tembec.com

                           *   *   *

As previously reported, Standard & Poor's Ratings Services
revised its outlook on diversified paper and forest products
producer Tembec Inc., to negative from stable. At the same time,
the ratings outstanding on the Temsicaming, Quebec-based
company, including the double-'B'-plus long-term corporate
credit rating, were affirmed.

The outlook revision stemmed from protracted weakness in
Tembec's credit measures that is unlikely to subside in the near
term due to weakened market conditions across all paper and
forest products grades.


TITAN INT'L: S&P Changes Ratings Outlook to Negative from Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Titan
International Inc. to negative from stable. In addition, Standard
& Poor's affirmed its 'B-' corporate credit rating and the 'CCC'
rating on the company's $137 million of senior subordinated notes.

The outlook revision reflects Titan's weak operating results
during the first quarter of 2003 and the expectation that results
will remain weak in the near to intermediate term. Credit
protection measures remain very weak, with total debt to EBITDA of
more than 10x and EBITDA interest coverage of about 1x for the 12
months ended March 31, 2003.

In the first quarter of 2003, sales for the agricultural and
construction segments were essentially flat, year over year,
excluding favorable benefits of currency fluctuations. Consumer
segment sales declined 15%, primarily because of lower sales to
boat trailer manufacturers. Higher costs (steel, rubber,
insurance, and employee benefits) reduced gross margin to 8.1% for
the quarter, from 9.8% in the year-earlier quarter. The company
generated $7.6 million of EBITDA in the first quarter, down from
$10.2 million for the first quarter of 2002, but negative cash
flow after capital expenditures in the first quarter of 2003
totaled $17 million, because of the net loss from operations and
higher seasonal working capital requirements.

Weak market fundamentals are expected to continue to restrain
Titan's financial performance through much of 2003, although the
company will attempt to raise prices, reduce costs, and tap new
distribution channels.  Titan's balance sheet debt increased by
$6 million from Dec. 31, 2002, to total $266 million at March 31,
2003.

"The ratings on Quincy, Illinois-based Titan reflect the company's
very weak operating results and marginal credit protection
measures, along with its well-below-average business profile as a
manufacturer of steel wheels and tires for off-highway vehicles,"
said Standard & Poor's credit analyst Nancy Messer.

Titan's business risk derives from the cyclical, seasonal, and
highly competitive nature of the markets into which its products
are sold; concentration in the company's customer base; and the
capital-intensive nature of the wheel and tire manufacturing
process. Although Titan dominates the domestic market for off-the-
road wheels, financial performance in the past several years has
been depressed by the combination of high costs related to a long
labor dispute and the ongoing economic downturn that has
restrained demand for the company's products. Titan's sales are
derived from three business segments: Agricultural sales
contribute about 60% of the total; environmental/construction,
30%; and consumer, 10%. About 75% of the company's sales are in
the U.S. and 25% are from international markets.


UNITED AIRLINES: Taps Mercer as Executory Contract Consultants
--------------------------------------------------------------
UAL Corporation seeks the Court's authority to employ Mercer
Management Consulting as Executory Contract Consultants.

Since January 23, 2003, Mercer has rendered executory contract
consulting services to the Debtors in connection with their
restructuring efforts.  Mercer has become familiar with the
Debtors' operations and is well qualified to represent the
Debtors in a cost-effective and efficient manner.  Mercer
continues to provide non-bankruptcy ordinary course services to
United, subject to separate work orders.

Mercer is expected to:

    -- track all executory contracts to disposition;

    -- perform contract analysis; and

    -- make recommendations on assumption, renegotiation and
       rejection.

The Debtors will pay Mercer $254,100 per month, resulting in an
average hourly rate equal to $254.  Reimbursable expenses will be
invoiced after incurred.

Peter Walsh, Vice President of Mercer, assures Judge Wedoff that
Mercer is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code, and holds no interest adverse to
the Debtors and their estates. (United Airlines Bankruptcy News,
Issue No. 20; Bankruptcy Creditors' Service, Inc., 609/392-0900)


UNITED SURGICAL: S&P Affirms Speculative-Grade B+ Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its speculative-grade
'B+' corporate credit rating on United Surgical Partners
International Inc. and revised its rating outlook to positive from
stable. The outlook change indicates that Standard & Poor's could
raise United Surgical's ratings if the surgery center chain can
sustain noteworthy improvements in its operating performance and
capital structure.

In recent years, measured expansion and efficiency initiatives
have yielded increasingly strong operating cash flow that has
enabled United Surgical to deleverage and reinvest. This
improvement could, if sustained, provide credit insulation against
near-term competitive risks that is more indicative of a higher
rating category. In particular, Standard & Poor's will monitor the
company's expansion discipline and its progress toward a bank loan
refinancing by late-2005.

"The low, speculative-grade ratings on United Surgical Partners
International Inc. reflect the company's narrow operating focus,
its aggressive growth strategy, uncertain pricing prospects, and
third-party reimbursement risks," said Standard & Poor's credit
analyst Jill Unferth. "Attractive industry demand characteristics
and strong operating performance partly offset these risks."

Dallas, Texas-based United Surgical has ownership interests in or
operates 66 short-stay surgery centers and a private surgical
hospital in the U.S., Spain, and the U.K. These facilities
predominantly handle orthopedic and pain management cases. About
40% are co-owned with not-for-profit hospital partners. One such
partnership, with the Baylor Health Care System, comprises 13 of
the company's surgery centers and one surgical hospital. United
surgical has grown rapidly through acquisitions, new-build
facilities, and joint ventures. Before forming the company in
1998, management successfully operated and sold a similar company
that may be viewed as a blueprint for the now firmly established
outpatient surgery market.


UNIVERSAL ACCESS: Lance B. Boxer Resigning as Interim CEO
---------------------------------------------------------
Universal Access Global Holdings Inc. (Nasdaq: UAXS) announced
that effective July 15, 2003, Lance B. Boxer will resign as the
Company's Interim CEO and as a director. Mr. Boxer will
participate in the transition process, including the board's
planned search for a new CEO. After Mr. Boxer's departure, Randall
Lay, the Company's CFO, will assume responsibility for executive
management of the Company pending the outcome of the board's
search for a new CEO.

"During my time at Universal Access, we have recruited a new
management team, reduced our expenses and contingent liabilities,
strengthened our business and diversified our customer base," said
Boxer. "The Company's experienced senior management team is well
positioned to lead the Company in the future."

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

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


UNIVERSAL ACCESS: Reschedules Shareholders' Meeting for July 21
---------------------------------------------------------------
Universal Access Global Holdings Inc. (Nasdaq:UAXS) has changed
the date of its Annual Meeting of Stockholders to July 21, 2003.
A notice of the rescheduled meeting and proxy statement will be
mailed to stockholders of record as of May 23, 2003, which remains
the record date for stockholders entitled to vote at the Annual
Meeting.

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

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


USG CORP: Court Approves Amended Acquisition Protocol
-----------------------------------------------------
To recall, on February 4, 2002, the Court established procedures
for completing acquisitions of the USG Corporation Debtors'
existing businesses of limited size to lessen the administrative
burden and costs associated with the acquisitions that they may
consummate.  The established procedures apply to the acquisition
of an ongoing business involving $7,500,000 or less in
consideration, as measured by the amount of cash to be expended by
the Debtors on account of the stock or assets to be purchased.
Under the Existing Procedures, after the Debtors enter into a
contract contemplating an acquisition, they will serve a notice
describing the terms of the proposed acquisition on certain key
parties. The Debtors may consummate the acquisition if there are
no objections.

Paul N. Heath, Esq., at Richards, Layton & Finger PA, in
Wilmington, Delaware, tells the Court that the Debtors anticipate
opportunities for strategic acquisitions and joint ventures.
However, Mr. Heath points out that while certain of the potential
transactions fall within the Existing Procedures, the language of
the Existing Order may not cover the exact legal structure of
these proposed transactions.

At the Debtors' request, the Court approved these modifications
to the Existing Procedures:

(a) The Existing Procedures will apply to the acquisition of some
     or all of an ongoing business, rather than potentially
     applying only to the acquisition of an entire business;

(b) The Existing Procedures will apply to the Debtors'
     participation in or contribution to a joint venture or
     similar business arrangement.  Some of the Debtors'
     historical "acquisitions" of less than an entire business
     have taken the form of joint ventures.  The Debtors may
     continue this form of transaction to maximize their business
     opportunities;

(c) The technology the Debtors may utilize in a business would
     not be considered in determining whether the acquisition
     falls within the established $7,500,000 transaction cap.  The
     Court noted that in most cases, it is difficult and expensive
     to determine the value of the technology because the
     valuations are inherently uncertain, and in certain cases,
     the Debtors' contributed technology may be of limited or no
     value unless coupled with the technology or rights of a joint
     venture partner;

(d) The Existing Procedures provide that the Debtors are not
     authorized to expend more than $25,000,000 in any calendar
     year on proposed acquisitions.  Given the number of
     transaction opportunities currently available to the Debtors,
     the limit is raised to $50,000,000.  The Court noted that
     this figure is still relatively small when compared to the
     Debtors' overall asset base, which exceeds $3,000,000,000.
     The increase in the yearly limit will allow the Debtors to
     consummate three to four additional transactions each year
     under the Procedures.  However, the cap will remain at
     $7,500,000; and

(e) Under the Existing Procedures, an Interested Party who wishes
     to object to a proposed acquisition must file its objection
     with the Court before the expiration of the notice period.
     One benefit of the Existing Procedures is that it preserves
     the confidentiality of the proposed transactions.  Requiring
     that objections be filed with the Court runs counter to the
     confidentiality concerns of the third parties to the
     transactions since the objections by necessity will disclose
     certain important information.  Accordingly, the Court rules
     that objections to a proposed acquisition will be submitted
     to the counsel and the Interested Parties and not filed with
     the Court.  Once an objection has been received, the Debtors
     will not be authorized to consummate the proposed transaction
     without resolving the objection or submitting the matter for
     resolution by the Court. (USG Bankruptcy News, Issue No. 48;
     Bankruptcy Creditors' Service, Inc., 609/392-0900)


VERIDIAN: S&P Watching BB- Rating Following Acquisition News
------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit and senior secured debt ratings of Alexandria, Va.-based
computer services company Veridian Corp. on CreditWatch with
positive implications.

"The CreditWatch listing follows General Dynamics Corp. Corp.'s
(A/Stable/--) announced acquisition of Veridian," said credit
analyst Philip Schrank. The transaction is valued at $1.5 billion,
including the assumption of $270 million of Veridian's debt.

Standard & Poor's will review General Dynamic's plans for the
Veridian debt. Ratings will be withdrawn if the debt is retired,
or raised following a review of Veridian's strategic importance to
General Dynamics.


WACKENHUT CORRECTIONS: Offering $150MM of Senior Unsecured Notes
----------------------------------------------------------------
Wackenhut Corrections Corporation (NYSE: WHC) plans to offer
approximately $150.0 million in aggregate principal amount of
senior unsecured notes in a private offering to qualified
institutional buyers under Rule 144A of the Securities Act and to
persons outside the United States pursuant to Regulation S and to
enter into an amendment to its senior secured credit facility.

The notes have not been registered under the securities laws of
the United States and may not be offered or sold in the United
States except to qualified institutional buyers. WCC will use the
net proceeds from the offering, together with approximately $100.0
million of borrowings under its amended senior credit facility,
and approximately $16.0 million in cash-on-hand to repurchase 12.0
million shares of its common stock from Group 4 Falck A/S, its 57%
shareholder, and to refinance amounts outstanding under its
existing senior secured credit facility.

The completion of the offering is subject to certain conditions
and there can be no assurance that the offering will be completed.

As reported in Troubled Company Reporter's May 5, 2003 edition,
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit and 'BB' senior secured debt ratings on Wackenhut
Corrections Corp. on CreditWatch with negative implications.
Negative implications mean that the ratings could be lowered or
affirmed, following Standard & Poor's review.

Boca Raton, Florida-based WCC, a provider of a comprehensive range
of prison and correctional services, had about $125 million of
debt outstanding at Dec. 29, 2002.


WARNACO GROUP: Closes Offering of 8-7/8% Senior Notes Due 2013
--------------------------------------------------------------
The Warnaco Group, Inc. (Nasdaq: WRNC) has closed its previously
announced offering of $210 million aggregate principal amount of
8-7/8% Senior Notes due 2013 issued by its subsidiary, Warnaco
Inc.  The Notes are guaranteed by The Warnaco Group, Inc. and by
the domestic subsidiaries of Warnaco Inc. The Notes are priced at
100% of the principal amount.

The proceeds from the offering were used to refinance Warnaco
Inc.'s floating rate five-year amortizing second lien notes that
mature in 2008.

The Notes have not been registered under the Securities Act of
1933, as amended, and may not be offered or sold in the United
States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities
Act and applicable state securities laws.


WEIRTON STEEL: Retaining Houlihan Lokey as Investment Banker
------------------------------------------------------------
Weirton Steel Corporation seeks to employ Houlihan Lokey Howard &
Zukin Capital as investment banker during this Chapter 11 case.

Mark E. Freedlander, Esq., at McGuireWoods LLP, in Pittsburgh,
Pennsylvania, relates that Houlihan Lokey is a highly qualified
investment banking firm whose professionals have substantial
experience in projects of this type.  Houlihan Lokey's depth of
expertise renders it particularly well qualified to represent
Weirton's interests during the pendency of this case.

Weirton contemplates that Houlihan Lokey will provide investment
banking services in connection with:

     (a) the assessment of Weirton's financial restructuring or
         other strategic alternatives, and

     (b) a possible financial restructuring transaction of the
         Debtor; a possible merger or other transaction involving
         the sale of all or substantially all of the business,
         assets or equity interests of Weirton in one or more
         transactions; or a possible private placement of equity
         and debt securities.

Specifically, Houlihan Key will be:

     (a) reviewing the Company's financial condition, operations,
         competitive environment, business plans, historical and
         projected financial results, and forecasted capital
         requirements;

     (b) analyzing the Company's restructuring or other strategic
         alternatives and presenting findings to the Company's
         board of directors;

     (c) evaluating indications of interest and proposals regarding
         a Transaction;

     (d) assisting in the drafting, preparation and distribution of
         selected information and other related documentation
         describing the Company and the terms of a potential
         Transaction;

     (e) advising the Company as to the financial terms of the
         Transaction;

     (f) negotiating the financial aspects, and facilitating the
         consummation, of any Transaction; and

     (g) providing other investment banking services reasonably
         necessary to accomplish the foregoing.

Mr. Freedlander tells the Court that Weirton employed Houlihan
Lokey prior to the Petition Date.  Weirton paid Houlihan Key
$150,000 on April 28, 2003 and $175,023 on May 16, 2003.

To the best of Weirton's knowledge, the members and associates of
Houlihan Lokey principally involved in advising Weirton does not
have any connection with the Debtor, its creditors or any other
party-in-interest, or its attorneys, except to the extent
Jonathan B. Cleveland, a Houlihan Lokey director, disclosed to
Judge Friend.  Mr. Cleveland attests that Houlihan Lokey is
"disinterested" and does not hold or represent an interest
adverse to the Debtor's estate.

Pursuant to the Engagement Letter, Mr. Cleveland relates that
Houlihan Lokey is entitled to receive compensation generally
summarized as:

     (a) Commencing as of April 17, 2003, and ending on the
         termination of the Engagement Letter, and whether or not a
         Transaction is proposed or consummated, a monthly cash
         advisory fee equal to $150,000 per month.  The Advisory
         Fee will be payable by Weirton in advance on the 17th day
         of each month without notice or invoice;

     (b) In the event a Restructuring Transaction entails any
         modification, repayment or refinancing of any outstanding
         indebtedness of Weirton, Weirton will pay Houlihan
         Lokey a fee equal to $3,000,000, less 50% of all
         Advisory Fees received by Houlihan Lokey after the first
         six payments of Advisory Fees hereunder.  For purposes of
         this application, Indebtedness will include any bank debt,
         mortgage debt, capital leases, notes, bonds, or any other
         liabilities outstanding as of the consummation of the
         Restructuring Transaction.

         The Restructuring Transaction Fee will be payable in cash
         upon:

         (1) the effective date of an out-of-court restructuring
             through an exchange or tender offer, refinancing or
             other mechanism,

         (2) obtaining the requisite consents to a "pre-packaged"
             Chapter 11 plan of reorganization solicited pursuant
             to Section 1126(b) of the Bankruptcy Code, or

         (3) the confirmation of a Chapter 11 plan of
             reorganization.

         A Restructuring Transaction Fee will not be payable if a
         Chapter 11 case is converted to a Chapter 7 liquidation;

     (c) Upon consummation of a Sale Transaction, a fee equal to 1%
         of the Transaction Value, less 50% of all Advisory Fees
         received by Houlihan Lokey after the first 12 payments of
         Advisory Fees; and

     (d) Upon the consummation of a Financing Transaction, a fee
         equal to the sum of:

         (1) 7% of the aggregate amount of all equity or common
             stock placed or committed,

         (2) 5% of the aggregate amount of all preferred
             stock and convertible debt securities placed or
             committed, and

         (3) 3.5% of the aggregate principal amount of all
             unsecured, non-senior and subordinated debt securities
             placed or committed.

         In the event that both a Restructuring Transaction Fee and
         a Sale Transaction Fee are due, Houlihan Lokey will be
         entitled to only one Transaction Fee equal to the greater
         Transaction Fee or the Sale Transaction Fee.

If Weirton terminates Houlihan Lokey's engagement for any reason,
and within nine months Weirton enters into any agreement to
engage in any Transaction, Houlihan Lokey will be entitled to
receive any applicable Transaction Fee upon the consummation of
any Transaction as if Houlihan Lokey's engagement had not been
terminated.

Pursuant to the Engagement Letter, Mr. Freedlander reports that
Weirton agreed to pay Houlihan Lokey on a monthly basis for
services rendered to it, and will reimburse Houlihan Lokey for
reasonable and customary out-of-pocket expenses incurred in
connection with services including transportation, lodging, food,
telephone, copying and messengers.  Furthermore, Houlihan Lokey
agrees to apply for compensation for professional services to be
rendered in connection with this Chapter 11 case and for
reimbursement of expenses incurred.

Mr. Freedlander relates that Houlihan Lokey has never billed its
clients on an hourly basis for investment banking services.
Thus, Houlihan Lokey's investment banking professionals do not
generally keep a log of time spent on each assignment.  Houlihan
Lokey does not have the administrative capability to easily
maintain detailed time records in 1/10th hour increments.
However, in this case, the professionals at Houlihan Lokey will
maintain descriptive time records in one-hour increments that
will be submitted with Houlihan Lokey's fee applications.

Mr. Freedlander asserts that as set forth in Engagement Letter,
Weirton's agreement to provide indemnification, contribution and
reimbursement is reasonable and appropriate and should be
approved by the Court. (Weirton Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


WESCO DISTRIBUTION: S&P Cuts Corporate Credit Rating to B+
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Pittsburgh, Pennsylvania-based WESCO Distribution Inc.
to 'B+' from 'BB-' and removed it from CreditWatch where it was
placed on March 31, 2003. Total outstanding consolidated debt at
March 31, 2003, was about $450 million. The outlook is stable.

"The downgrade reflects poor operating performance due to
continued weakness in WESCO's key end-markets that has stretched
credit measures well beyond Standard & Poor's expectations," said
Standard & Poor's credit analyst Daniel DiSenso.

Credit measures are expected to strengthen, to levels consistent
with the ratings, as the company benefits from continued cost and
working capital reductions, and a gradual market recovery.

Continued focus on cost reduction, productivity improvement, and
asset management combined with a gradual recovery of markets
should enable the firm improve operating performance and generate
credit measures compatible with the ratings.


WESTPOINT STEVENS: Honors Carrier & Warehousemen Claims
-------------------------------------------------------
WestPoint Stevens Inc. and its debtor-affiliates sought and
obtained the Court's authority to pay certain prepetition Custom
Duties, Common Carrier Claims, and Warehousemen Claims and
maintain their ordinary course of business practices with respect
to paying these Claims as such practices were followed prior to
the Petition Date.

John J. Rapisardi, Esq., at Weil Gotshal & Manges LLP, in New
York, informs the Court that in connection with the normal
operation of their businesses, the Debtors import into the United
States raw materials and finished goods from overseas suppliers
and manufacturers for use by the Debtors in their manufacturing
operations.  All merchandise is subject to certain customs import
duties imposed by the laws of the United States.  The Debtors
estimate that, on average, they incur $1,000,000 per month in
Customs Duties from the importation of Surcharged Goods.

Pursuant to their standard operating procedures in effect prior
to the Petition Date, the Debtors effect payment of the Customs
Duties obligations, which arise after entry of the Surcharged
Goods into the United States, in one of two ways:

     A. Where a letter of credit has been issued in favor of the
        foreign supplier, the supplier draws thereon, pays the
        Customs Duties and then delivers the Surcharged Goods to
        the Debtors in the United States; or

     B. The United States Customs Service and the Debtors' customs
        brokers mutually determine the Customs Duties owing and the
        Debtors pay the Customs Duties directly to the Service via
        the Federal Reserve Automated Clearing House.

After receipt of payment of the Customs Duties, the Service
releases the Surcharged Goods for shipment by the Debtors in the
United States.

Mr. Rapisardi explains that these payment procedures generally
enable Surcharged Goods to be released to the Debtors within five
days after their arrival into customs, thereby promoting the
Debtors' uninterrupted flow of merchandise, which is critical to
the Debtors' operations.  The Debtors estimate that the amount of
prepetition Customs Duties that are accrued and unpaid as of the
Petition Date and that are not subject to existing letters of
credit aggregate $350,000.

In the ordinary course of their businesses, Mr. Rapisardi relates
that the Debtors also rely on certain shippers, including
trucking companies, railroads, and air freight operators, to
transport materials and work-in-process among the Debtors'
manufacturing facilities, and to complete the delivery of
finished goods to the Debtors' customers and sales locations.
The Debtors also rely on certain vendors that store unfinished
products and materials, supplies and work-in-process owned by the
Debtors.  These vendors may provide finishing work, like
embroidery, on certain of the Debtors' unfinished products and
may hold their products after completion until the Debtors are
able to accept delivery.  In addition, the Debtors rely on third
party warehouse vendors to store raw materials, finished goods
and supplies.

As a result, the Common Carriers and Warehousemen have possession
of the Debtors' materials or products in the ordinary course of
their businesses.  As of the Petition Date, certain of the Common
Carriers and Warehousemen had claims -- Transit Claims -- for
goods and services previously provided to the Debtors.

The Debtors estimate that the amount of Prepetition Common
Carriers Claims that are accrued and unpaid as of the Petition
Date aggregate $960,000 and the amount of Prepetition
Warehouseman Claims that are accrued and unpaid as of the
Petition Date aggregate $2,900,000.  The Debtors believe that, as
of the Petition Date, the aggregate value of goods in the
possession of the Common Carriers and Warehousemen substantially
exceeds the Transit Claims.

Mr. Rapisardi notes that a significant portion of the Debtors'
merchandise and materials for production are purchased in foreign
countries and imported into the United States.  Any failure to
pay the Prepetition Customs Duties is likely to result in a
refusal by the Service to clear these goods as well as any
additional goods that are imported.  At this critical point in
the Debtors' business operations, any interruption in this supply
would have severely deleterious effects on the Debtors' efforts
to reorganize.

The Debtors submit that any claim for Prepetition Customs Duties
is a priority claim in accordance with Section 507(a)(8)(F) of
the Bankruptcy Code.  As a result, the Prepetition Customs Duties
would be paid in their entirety in any event.  Consequently,
creditors will not be prejudiced by the payment.  To the
contrary, these payments will inure to the creditors' benefit
through the continuation of the Debtors' operations unabated.

The Debtors submit that the Prepetition Customs Duties and
Prepetition Transit Claims, estimated not to exceed the aggregate
amounting to $4,200,000, are de minimis in comparison to the
value that the Debtors' estates will receive from an
uninterrupted supply of imported goods.

Judge Drain directs all applicable banks and other financial
institutions to receive, process, honor and pay any and all
checks drawn on the Debtors' accounts to pay the Prepetition
Customs Duties and Prepetition Transit Claims, whether those
checks were presented prior to or after the Petition Date, and
make other transfers provided that sufficient funds are available
in the applicable accounts to make the payments.  The Debtors
represent that each of these checks can be readily identified as
relating directly to the authorized payments of Prepetition
Customs Duties and Prepetition Transit Claims.  Accordingly, the
Debtors believe that checks and transfers other than those
relating to the authorized payments will not be honored
inadvertently.

Mr. Rapisardi affirms that authorization to pay the Prepetition
Transit Claims will not be deemed to constitute the postpetition
assumption of any executory contract between the Debtors and
their Common Carriers and Warehousemen 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 with respect thereto.  Moreover, authorization to
pay the Prepetition Customs Duties and Prepetition Transit Claims
will not affect the Debtors' right to contest the amount or
validity of any charges, in whole or in part. (WestPoint
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


WILLIAMS: Planned $500MM Sr. Debt Issue Earns S&P's B+ Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
integrated natural gas company The Williams Cos. Inc.'s planned
$500 million issuance of senior unsecured notes. Standard & Poor's
also affirmed its 'B+' long-term corporate credit rating on
Williams and the ratings on its subsidiaries. The outlook remains
negative.

Oklahoma-based Williams has $13 billion worth of debt.

"A significant credit concern is Williams' ability to stem the
cash drain from the energy marketing and trading (EM&T) business
unit," noted Standard & Poor's credit analyst Jeffrey Wolinsky,
CFA. "For example, EM&T was responsible for a $790 million cash
drain in 2002 and for a $292 million cash drain in first-quarter
2002," he continued. However, because EM&T performs all commodity
risk management for Williams, less than 60% of the cash usage is
actually for the EM&T trading operations. More than 40% is for
Canadian and domestic midstream fuel and gas shrink requirements
and for margin on hedged exploration and production gas contracts
in the $4 area. However, Williams must demonstrate that this
business unit will not be a significant user of cash in 2003.

The negative outlook reflects the weak financial ratios for 2002
and continued, expected weakness in 2003. For example, funds from
operations (FFO) interest coverage ratios for 2002 were 1.4x, and
FFO to debt was 5.6%, which is indicative of a rating at the lower
end of the 'B' category. The expectation for 2003 does not show
significant improvement. However, the projected ratios for 2004
are more in line with the current rating. If Williams is able to
stem the cash drain from EM&T and meet or exceed 2003 financial
ratio expectations, the outlook could be revised. However, if
financial ratios fall considerably below expectations, the rating
could be lowered.


WORLDCOM INC: Seeks Clearance for New Jersey Auction Procedures
---------------------------------------------------------------
Worldcom Inc. and its debtor-affiliates' agreement to sell their
property located in Somerset, New Jersey to DGX Deutsche Funds II,
LLC, an affiliate of Lehman Brothers, Inc., for $31,000,000, is
subject to prior Bankruptcy Court approval and any higher and
better offers that might emerge in a competitive bidding process.
To be certain that WorldCom receives maximum value for the New
Jersey Property, Judge Gonzalez orders that competing offers for
the Assets will be governed by these Auction Procedures:

     A. The Debtors will provide:

        1. notice of the Sale Hearing and Auction Procedures
           together with a copy of the Agreement and the Lease to
           all parties known to the Debtors as having expressed a
           bona fide interest in acquiring the Assets; and

        2. a copy of the Agreement and the Lease to all other
           prospective offerors and parties-in-interest after
           written request to the Debtors through their real estate
           consultant, Hilco Real Estate, LLC.

     B. Any party wishing to conduct due diligence on the Assets
        will, after execution by the prospective offeror of a
        confidentiality agreement and access agreement, each in
        form and substance satisfactory to the Debtors, and
        delivery to the Debtors of the prospective offeror's
        certified financial statements for the preceding two years,
        be granted access to the Property and to all relevant
        business and financial information necessary to enable the
        party to evaluate the Assets for the purpose of submitting
        a competing offer for an Alternative Transaction.  The
        Debtors will make the access available during normal
        business hours as soon as reasonably practicable.  Parties
        interested in conducting due diligence should contact Josh
        Joseph at Hilco Real Estate, LLC, 5 Revere Drive, Suite
        320, Northbrook, Illinois 60062, Telephone (847) 504-2459,
        Facsimile (847) 714-1289.

     C. To be considered, each competing offer for an Alternative
        Transaction will:

        1. be irrevocable through the date of the closing of the
           sale of the Assets;

        2. be made by a party satisfying the conditions,

        3. be submitted in writing and delivered so as to be
           received not later than 12:30 p.m. (Eastern Time), on
           July 11, 2003 to:

           a. WorldCom, Inc., Corporate Real Estate, 2400 North
              Glenville, Richardson, Texas 75082, Attn: Brian
              Trosper,

           b. Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New
              York, New York 10153, Attn: Elliot L. Hurwitz, Esq.,
              Sharon Youdelman, Esq. and Troy L. Cady, Esq.,
              counsel to the Debtors,

           c. Hilco Real Estate, LLC, 5 Revere Drive, Suite 320,
              Northbrook, Illinois 60062, Attn: Josh Joseph, and

           d. Akin Gump Strauss Hauer & Feld, LLP, 590 Madison
              Avenue, New York, New York 10022, Attn: Daniel
              Golden, Esq., counsel to the statutory committee of
              unsecured creditors, and

        4. include:

           a. A statement of the Competing Offeror's intent to bid
              at the Auction;

           b. A written agreement executed by the Competing
              Offeror, together with a copy of such agreement
              marked to show the specific modifications, if any, to
              the Agreement that the Competing Offeror requires;

           c. A purchase price for the Assets that exceeds the
              Purchase Price, as defined in the Agreement, by at
              least $600,000;

           d. A good faith deposit amounting to $3,160,000 in cash
              or in other form of immediately available U.S. funds
              and a written commitment or other evidence acceptable
              to the Debtors of the Competing Offeror's ability to
              provide, in the event the offer ultimately is
              determined by the Debtors to be the Final Auction
              Offer, a further deposit in cash or other form of
              immediately available U.S. funds in the amount
              sufficient to bring the total amount of the Competing
              Offeror's deposit up to the amount that is equal to
              10% of the gross purchase price proposed by the
              Competing Offeror within one business day after the
              Debtors have notified the Competing Offeror that its
              offer has been determined by the Debtors to be the
              Final Auction Offer;

        5. Evidence, acceptable to the Debtors, of the Competing
           Offeror's ability to consummate a transaction within
           three business days after entry of an order approving
           the sale and ability to perform under the Lease.

     D. Competing offers will be unconditional and not contingent
        on any event, including, without limitation, any due
        diligence investigation, the receipt of financing or the
        receipt of any further approval, including from any board
        of directors, shareholders or otherwise.

     E. The Debtors may, in their discretion, communicate prior to
        the Sale Hearing with any Competing Offeror, in which
        event, the Competing Offeror will provide to the Debtors,
        within one business day after the Debtors' request
        therefor, any additional information reasonably required by
        the Debtors in connection with the Debtors' evaluation of
        the Competing Offeror's offer.

     F. Prior to the Auction, the Debtors will evaluate Purchaser's
        offer, as embodied in the Agreement, and any competing
        offers they have received and, after consultation with the
        Committee, will select the offer the Debtors determine to
        be the highest and best offer for the Assets.  In
        considering Purchaser's Offer and competing offers, the
        Debtors will consider, among other things, the value
        thereof to their estates, the changes to the Agreement
        required by the Competing Offeror, and the Competing
        Offeror's ability to finance, and timely consummate, its
        proposed Alternative Transaction.  If the Debtors do not
        receive any qualified competing offers, then the Debtors,
        in their sole discretion, may elect to forego the Auction,
        deem the Purchaser as the Successful Offeror and deem the
        Purchaser's offer for the sale of the Assets on the terms
        set forth in the Agreement as the Final Auction Offer.

     G. The Auction will be conducted by the Debtors or their
        representatives on invitation to Purchaser and all
        qualified Competing Offerors that have submitted competing
        offers in accordance with these procedures, and will
        commence on July 16, 2003 at 10:00 a.m. (Eastern Time) at
        the offices of the Debtors' counsel, Weil, Gotshal & Manges
        LLP, 767 Fifth Avenue, New York, New York 10153.

     H. At the commencement of the Auction, the Debtors will
        announce the Initial Auction Offer.  All bids at the
        Auction will be increased therefrom, and thereafter made,
        in increments of no less than $100,000.  The Purchaser may
        submit competing offers without waiving its right to the
        Break-Up Fee in the event an Alternative Transaction is
        consummated with a Successful Offeror other than Purchaser.
        The Purchaser may not apply or credit any portion of the
        Break-Up Fee as a component of Purchaser Subsequent Offers.

     I. Following the conclusion of the Auction, and after
        consultation with the Committee, the Debtors will select
        the offer that they determine to be the highest and best
        offer for the Assets and will inform the party having
        submitted the Final Auction Offer and file with the Court a
        notice of selection.  Within one business day after the
        Debtors so notify the Successful Offeror that its offer has
        been determined by the Debtors to be the Final Auction
        Offer, the Successful Offeror, whether or not the party is
        Purchaser, will deliver the Remaining Deposit to the
        Debtors.  At the Sale Hearing, the Court will consider the
        Final Auction Offer for approval.

     J. Each Initial and Remaining Deposit will be maintained in
        an interest-bearing account and be subject to the
        jurisdiction of this Court.  The Full Deposit, together
        with any interest paid, will be applied by the Debtors
        against the purchase price to be paid by the Successful
        Offeror at the closing of the transaction approved by the
        Court.  Promptly following the closing, each Initial
        Deposit submitted by a party other than a Successful
        Offeror, together with any interest paid, will be returned.

     K. In the event the Successful Offeror fails to consummate the
        transaction due to its breach of the terms of its agreement
        with the Debtors, the Successful Offeror's Full Deposit,
        together with any interest paid, will be forfeited to the
        Debtors and the Debtors may request authority to consummate
        a transaction with the Competing Offeror having submitted
        the next highest and best offer at the final price and
        terms bid by the Competing Offeror at the Auction, subject
        to the delivery by any Successful Offeror of the Remaining
        Deposit within one business day after notification by the
        Debtors.

     L. No offer will be deemed accepted unless and until it is
        approved by this Court.

The Debtors submit the Auction Procedures provide a fair and
reasonable means of ensuring the Assets are sold for the highest
and best offer attainable.  These procedures afford potential
purchasers a reasonable opportunity to investigate the Assets and
afford the Debtors requisite time to consider and evaluate
competing offers submitted. (Worldcom Bankruptcy News, Issue No.
30; Bankruptcy Creditors' Service, Inc., 609/392-0900)


WORTH MEDIA: Look for Schedules & Statements on July 14
-------------------------------------------------------
Worth Media LLC, and its debtor-affiliates wants more time to file
their schedules of assets and liabilities, statements of financial
affairs and lists of executory contracts and unexpired leases
required under 11 U.S.C. Sec. 521(1).

The Debtors tell the U.S. Bankruptcy Court for the Southern
District of New York that their chapter 11 petitions were
accompanied by schedule of the names and addresses of the Debtors'
twenty largest unsecured creditors, on a consolidated basis;
Schedule D listing the names and addresses of the Debtors' secured
creditors; and a creditor matrix.

The documents filed to date, the Debtors say, provide substantial
information concerning the Company and its businesses. In
particular they describe the financial condition of the Debtors
and identify their secured and major unsecured creditors,
substantial assets, and leased premises.

Pursuant to Bankruptcy Rule 1007(c), comprehensive schedules and
statements are required to be filed with the debtor's petition
unless the petition is accompanied by a list of all the debtor's
creditors, in which case such schedules and statements are to be
filed within 15 days.

The Debtors say they've had insufficient time to collect and
assemble all of the requisite financial data and other information
or to prepare all of the Remaining Schedules and Statements
required by the Bankruptcy Rules.  Their ability to prepare the
Remaining Schedules and Statements has been hampered by the fact
that they've been operating with a skeleton crew of former
employees since the beginning of April 2003.  Moreover, the
Debtor's former employees have been required to devote substantial
time and energy to responding to requests for due diligence
information requests relating to the Asset Purchase Agreement,
consolidating their operations onto a single floor, and addressing
inquiries from creditors. Nevertheless, the Debtors have begun and
will continue to work diligently to compile the information
necessary to complete the Remaining Schedules and Statements.

Once all necessary information is compiled, the Debtors must then
review that information and prepare and verify the Remaining
Schedules and Statements.  Given the substantial amount of
information necessary, and the critical matters that have, and
continue to require the time and attention of the Debtors'
personnel, the Debtors cannot complete the preparation of the
Remaining Schedules and Statements within the fifteen days
required by Bankruptcy Rule 1007(c).  The Debtors need until
July 14, 2003, to complete and file the Remaining Schedules and
Statements with the Court.

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.


WYNDHAM INT'L: Completes $425MM Mortgage Refinancing With Lehman
----------------------------------------------------------------
Wyndham International, Inc. (AMEX:WBR) completed a $425 million
mortgage refinancing secured by 19 hotel properties. The loan was
made by affiliates of Lehman Brothers. The new loan has an initial
maturity date of June 9, 2005, and Wyndham, in its sole
discretion, may extend the maturity date to July 8, 2008.

The refinancing closely follows Wyndham's June 2, 2003 press
release announcing the successful amendment of its senior
corporate credit facilities. Upon the satisfaction of certain
conditions, the maturity date of the credit facilities will be
extended to April 1, 2006. This refinancing satisfies
approximately 65 percent of the pay down required to achieve the
maturity extensions under the amendment.

"This mortgage refinancing is yet another significant achievement
for our company. With today's announcement, we are highly
confident that the remaining conditions to the maturity extension
of our corporate credit facilities will be accomplished well
before the nine month deadline," stated Fred J. Kleisner,
Wyndham's chairman and chief executive officer. "Without any
significant debt maturities due until 2006, we can now focus our
efforts on running our business through operational initiatives
and innovative marketing programs in preparation for the expected
economic recovery."

Wyndham International, Inc. offers upscale and luxury hotel and
resort accommodations through proprietary lodging brands and a
management services division. Based in Dallas, Wyndham
International owns, leases, manages and franchises hotels and
resorts in the United States, Canada, Mexico, the Caribbean and
Europe. For more information, visit http://www.wyndham.com

As reported in Troubled Company Reporter's May 14, 2003 edition,
Hospitality Properties Trust (NYSE: HPT) terminated Wyndham
International's occupancy and operations of 12 Wyndham hotels.

HPT has two leases with WBR subsidiaries: one lease includes 15
Summerfield by Wyndham hotels; the second lease includes 12
Wyndham hotels. On April 1, 2003, WBR failed to pay rent due HPT
under these leases. On April 2, 2003, HPT declared WBR in default
and simultaneously exercised its rights to retain certain
collateral security HPT held for the WBR lease obligations,
including security deposits of $33 million (which were not
escrowed) and capital replacement reserves totaling about $7
million (which were previously escrowed). On April 28, 2003, HPT
terminated WBR's occupancy of the 15 Summerfield hotels and
appointed Candlewood Hotel Company as manager of those hotels.

HPT terminated WBR's occupancy of the 12 Wyndham hotels. Starting
Monday, these 12 hotels are being operated for HPT's account under
a management agreement with Crestline Hotels & Resorts, Inc.
Crestline Hotels & Resorts is a USA subsidiary of the Spanish
hotel company Barcelo Corporacion Empresarial, S.A.


XEROX: $3-Bill. Financing Spurs S&P to Affirm BB- Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Xerox Corp. In addition, Standard & Poor's
assigned the following ratings in connection with the recently
announced financing transactions totaling approximately $3
billion: 'BB-' to the proposed $700 million senior secured
revolving credit facility; 'BB-' to the proposed $300 million Term
Loan A; 'B+' to the proposed $1 billion senior notes; and 'B-' to
the proposed $650 million mandatorily convertible preferred stock.
Upon the successful completion of the announced financing
transactions, which include a proposed 40 million common share
offering, the outlook will remain negative.

Xerox, based in Stamford, Connecticut, reported total debt of
$14.3 billion as of March 31, 2003, including $4.2 billion under
its securitization programs.

"When successfully completed, the proposed financings will
represent an additional milestone in the execution of Xerox's
turnaround program," said Standard & Poor's credit analyst Martha
Toll-Reed.

Although the proposed financings are not expected to materially
alter debt maturities in 2003, the debt maturity profile
thereafter will be extended. Nevertheless, Xerox's capital
structure--adjusted for capitalized operating leases, captive
finance operations, and underfunded postretirement obligations--
remains leveraged. Xerox is expected to use cash flow from
operations to reduce total debt over the next few years.

Xerox is a defendant in numerous litigation and regulatory
matters. The potential impact of litigation risk on Xerox's
liquidity and financial flexibility is difficult to quantify and
will continue to be closely monitored.


XM SATELLITE: Prices $175MM of 12% Senior Secured Notes Offering
----------------------------------------------------------------
XM Satellite Radio Holdings Inc. (Nasdaq: XMSR) announced that its
subsidiary, XM Satellite Radio Inc., priced a $175 million high
yield offering of 12% Senior Secured Notes due 2010, guaranteed by
XM Satellite Radio Holdings Inc.  The closing is expected to occur
tomorrow subject to customary closing conditions.  In addition, XM
has granted the initial purchaser an option to purchase up to an
additional $25 million of notes to cover over-allotments.

The notes are being offered by the initial purchaser solely to
certain qualified institutional buyers pursuant to Rule 144A, 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 registration under the Securities Act
and applicable state securities laws.

XM is transforming radio with a programming lineup featuring 101
coast-to-coast digital channels: 70 music channels, more than 35
of them commercial-free, from hip hop to opera, classical to
country, bluegrass to blues; and 31 channels of sports, talk,
children's and other entertainment programming. XM's strategic
investors include America's leading car, radio and satellite TV
companies -- General Motors, American Honda Motor Co. Inc.,
Clear Channel Communications and DIRECTV. For more information,
visit XM's Web site: http://www.xmradio.com

As reported in Troubled Company Reporter's February 3, 2003
edition, Standard & Poor's Ratings Services lowered its corporate
credit ratings on satellite radio provider XM Satellite Radio
Inc., and its parent company XM Satellite Radio Holdings Inc.
(which are analyzed on a consolidated basis) to 'SD' from 'CCC-'.

At the same time, Standard & Poor's lowered its rating on the
company's $325 million 14% senior secured notes due 2010 to 'D'
from 'CCC-'.

These actions follow XM's completion of its exchange offer on the
senior secured notes, at par, for new 14% senior secured notes due
2009.

All ratings were removed from CreditWatch with negative
implications where they were placed on Nov. 18, 2002.


XML GLOBAL: Appoints Jun Li and Sergio Nesti to Board of Directors
------------------------------------------------------------------
XML Global Technologies, Inc. (OTC BB: XMLG), a developer of XML
middleware, announced that Jun Li and Sergio Nesti have joined the
board of directors.  Dr. Li combines technical expertise,
entrepreneurial success and venture fund experience. Mr. Nesti
brings extensive experience building technical teams, including
management and pre- and post-sales professionals, with a view to
enhancing the value of corporate intellectual property. Together,
these individuals will offer an invaluable contribution in
planning for business growth.

Dr. Jun Li is currently Vice Dean of the School of Information
Science and Technology at Tsinghua University in Beijing. He is
also President and CEO of Tsinghua Unisplendour (USA) Co. Ltd. in
Fremont, California, where he has worked since 2001. In addition,
Mr. Li is a Co-founder and Managing Director of Versatile Venture
Capital I and II in Fremont California, where he has worked since
2000. From 2001 to April 2003 he held various positions, including
General Manager, at ServGate Technologies, Inc. a company that he
co-founded in 1999. Dr. Li holds a PhD degree in Computer Science
from the New Jersey Institute of Technology, and MS and BS degrees
in Control and Information from Tsinghua University in Beijing.

Mr. Nesti is currently Director of Technical Evaluation for
Paradigm Ventures, LLC where he has consulted since January 2002.
Paradigm Ventures, LLC is part of the Paradigm Group, which has
invested significantly in XML Global in the last year. Before
joining Paradigm Group, Mr. Nesti worked at Autonomy, Inc., as
Technical Consultant and Trainer from January 2002 until January
2003. From 2000 until 2001, he worked as an Executive in
Technology and Services for Brience, Inc. From 1999 until 2000 he
worked for Click-n-Done, LLC, as Chief Technology Officer. Mr.
Nesti worked at Inverse Network Technology/Visual Networks as Vice
President Technology Services from 1998 until 1999. Mr. Nesti
holds a Masters Degree in Information Technology from the Illinois
Institute of Technology in Illinois.

Peter Shandro, XML Global's Chairman of the Board commented, "We
welcome the benefit of Jun and Sergio's experience and practical
business advice. XML Global's board now has a majority of non-
employee directors and the resulting independence marks a further
stage in the company's development".

XML Global Technologies, Inc. is an XML Middleware Company focused
on providing a methodical approach to the adoption of XML-based
solutions. The Company's GoXML(TM) Transform product line provides
an intuitive, modular solution for integration of structured data.
Its powerful transformation engine links XML to traditional data
formats, like relational and EDI. It also transforms data between
various XML dialects. Transformation solutions developed with
GoXML(TM) Transform can be deployed with GoXML Transform
Enterprise Edition (API) or with the GoXML(TM) Communication
Server, which includes centralized management and connectivity to
integration platforms, message queues, and workflow engines.
Interfaces for Web Services and ebXML allow it to plug into
popular e-business infrastructures.

To find out more about XML Global Technologies (OTCBB: XMLG),
visit its Web site at http://www.xmlglobal.com

As previously reported, XML Global's independent auditor's report
stated that XML's consolidated financial statements for the year
ending June 30, 2002 have been prepared assuming that the Company
will continue as a going concern. However, the Company has
incurred losses since inception and has an accumulated deficit.
These conditions raise substantial doubt about its ability to
continue as a going concern.

It has incurred costs to design, develop and implement search
engine and electronic commerce applications and to grow its
business. As a result, it has incurred operating losses and
negative cash flows from operations in each quarter since
commencing operations. As of September 30, 2002 the Company had an
accumulated deficit of $12,860,900.

At September 30, 2002 XML's cash funds are insufficient to fund
operations through the end of fiscal 2003 based on historical
operating performance. In order for the Company to maintain its
operations it will have to seek additional funding, generate
additional sales or reduce its operating expenses, or some
combination of these. At current and planned expenditure rates,
taking into consideration cash received from the first part of the
Paradigm financing, current reserves are sufficient to fund
operations only through December 2002.


* FTI Says Required Pension Fund Contributions Will Exceed $35BB
----------------------------------------------------------------
The under-funded status of defined benefit pension plans sponsored
by S&P 500 companies could require additional contributions of
approximately $36 billion over the next 16 months, according to a
study by FTI Consulting, a multi-disciplined firm with leading
practices in the areas of turnaround, restructuring and litigation
consulting services.

The study is a comprehensive analysis of defined benefit pension
fund details disclosed in 10-K filings with the SEC by S&P 500
companies.  The estimate is based on end-of-year GAAP pension data
and disclosures for fiscal 2002.

Of the 354 S&P 500 companies with defined benefit plans, FTI
Consulting estimates that 215 will likely need to make additional
contributions over the next 16 months.  For 19 of those companies,
estimated funding requirements will exceed 30% of their most
recent fiscal year free cash flow; and 30% of their cash balance
or net working capital, which ever is greater.

"Our analysis has identified companies that don't have the current
resources on hand to make the contributions nor the ability to
generate the needed cash through operating activities," said Mr.
Dominic DiNapoli, co-head of FTI Consulting's restructuring
practice.  "These companies face complex choices on how to fund
required contributions.  They may need to divert internally
generated funds from reinvestment or shareholder distribution.
Alternatively they may need to draw on bank lines or other
external sources of capital," said Mr. DiNapoli.

The analysis found that pension fund obligations were under funded
by $213 billion.  According to FTI, of the 319 companies in the
S&P 500 that had under-funded pension plans at the end of 2002,
195 are in fact reporting an over-funded pension plan position,
based on GAAP pension accounting rules.

"There are also longer term consequences for pension fund sponsors
to consider," said Mr. DiNapoli.  "Over the next several years,
sizeable unrecognized losses from the previous two years will
fully hit sponsors' P&L's due to GAAP's pension accounting rules
that delay recognition of gains and losses.  Therefore companies
need to look ahead to anticipate whether accounting or funding
issues are going to present trouble down the road."

Longer term ramifications for companies with under-funded pension
plans may include:

-- Negative earnings impact of growing Net Periodic Pension Costs;

-- Financial covenant violations of loan agreements or bond
    indentures;

-- Credit ratings downgrades by rating agencies;

-- Inability to reinvest capital in business which may impede
    long-term competitiveness; and

-- Payment defaults by companies with inadequate liquidity to
    cover mandatory pension fund payments.

"Another issue is that some of the most strained companies may be
required to make difficult decisions about prioritizing between
retired employees and the long-term viability of their business,"
said Mr. DiNapoli. "Already, we've seen health care benefits for
some retirees fall by the wayside, but there may be more
sacrifices to come.

FTI Consulting is a multi-disciplined consulting firm with leading
practices in the areas of turnaround, restructuring, bankruptcy
and litigation-related consulting services. Modern corporations,
as well as those who advise and invest in them, face growing
challenges on every front.  From a proliferation of "bet-the-
company" litigation to increasingly complicated relationships with
lenders and investors in an ever-changing global economy, U.S.
companies are turning more and more to outside experts and
consultants to meet these complex issues.  FTI is dedicated to
helping corporations, their advisors, lawyers, lenders and
investors meet these challenges by providing a broad array of the
highest quality professional practices from a single source.


* Robert W. Doyle, Jr. Joins Sheppard Mullin as Partner
-------------------------------------------------------
Sheppard, Mullin, Richter & Hampton LLP announced that Robert W.
Doyle, Jr. has joined the Firm as a partner. Doyle specializes in
antitrust and trade regulation law with an emphasis on private and
government antitrust investigations and litigation, including
merger and acquisition matters and Hart-Scott-Rodino pre-merger
counseling.

Commented Gary Halling, Chair, Antitrust and Trade Regulation
Practice Group, "We are delighted to welcome Bob to the Firm. His
extensive experience with government investigations and
government-litigated matters will serve as a tremendous resource
to clients." Added Bob Magielnicki, Administrative Partner of the
Washington, D.C. office, "The addition of an accomplished
antitrust expert like Bob Doyle augments the breadth and depth of
the competition law capabilities of the Washington, D.C. office.
More than ever, we are able to service all of the trade regulation
requirements of our clients."

Commented Doyle, "I am very excited to join Sheppard Mullin. This
is a first-rate firm with a distinguished antitrust practice and
prominent litigators. I look forward to being a member of and
growing the firm's already thriving antitrust, corporate and
litigation practices that serve leading companies in several
industries."

Doyle brings to Sheppard Mullin over 20 years of experience in
representing the FTC in merger and acquisition investigations and
litigation. Previously, he served as the Deputy Assistant Director
in the FTC's Bureau of Competition.

Doyle has a broad knowledge of many industries, including cable,
telecommunications, chemical processing, oil and gas production,
refining and distribution, metals, printing, paper manufacturing,
insurance, automotive parts, retail office products, supermarkets
and health care, in addition to other service-related markets. He
supervised complex government investigations and litigation in
these industries and was lead counsel on many government-litigated
matters challenging mergers and/or acquisitions in domestic and
international markets. While serving as Deputy Assistant Director
for Litigation, Doyle was one of the lead attorneys who
successfully litigated FTC v. Staples.

Doyle received his law degree from Temple University School of Law
in 1976, his graduate degree from Temple University Graduate
School of Business in 1972, and his undergraduate degree from
Temple University in 1970. He is admitted to practice in the
District of Columbia, Pennsylvania, and the U.S. Supreme Court. In
addition to being a member of the American Bar Association, Doyle
is Co-Chair of the FTC Committee, Section of Antitrust Law. He has
published articles on antitrust law and government practice and
has given numerous presentations on various antitrust issues.

Joining Doyle in the Firm's Washington, D.C. office are three
associates: Andre Barlow, Camelia Mazard, and M. June Casalmir.

Barlow has broad experience in antitrust counseling,
investigations and litigation relating to domestic and
international antitrust matters. He received his law degree from
George Washington University Law School in 1997, and his
undergraduate degree, summa cum laude, from West Virginia
University in 1993.

Mazard focuses her practice in the area of domestic and
international antitrust matters. She received her law degree from
the University of California, Berkeley (Boalt Hall School of Law)
in 1998, and her undergraduate degree, summa cum laude, from the
University of Southern California in 1994.

Casalmir focuses her practice on domestic and international
antitrust and trade regulation matters. She received her law
degree from Washington University School of Law in St. Louis in
1999, and her undergraduate degree, magna cum laude, from Duke
University in 1995.

The office also previously welcomed three additional associates:
Richard F. Trimber, Bart T. Valad, and Joanna Citron Day.

Trimber represents issuers and underwriters in connection with
public and private offerings of debt and equity financings. He
received his law degree, cum laude, from the Columbus School of
Law, The Catholic University of America in 1997, and his
undergraduate degree from George Mason University in 1994.

Valad focuses his practice in the area of complex litigation,
including antitrust litigation. He received his law degree, magna
cum laude, from George Mason University School of Law in 1998, and
his undergraduate degree, cum laude, from American University in
1983.

Day represents corporate clients in a variety of complex
litigation matters, including environmental and general commercial
litigation. She received her law degree from George Washington
University in 2001, and her undergraduate degree from Cornell
University in 1996.

Sheppard Mullin has more than 370 attorneys among its eight
offices in Washington, D.C., Los Angeles, San Francisco, Orange
County, San Diego, Santa Barbara, West Los Angeles, and Del Mar
Heights. The full-service firm provides counsel in Antitrust and
Trade Regulation; White Collar and Civil Fraud Defense; Business
Litigation; Construction, Environmental, Real Estate and Land Use
Litigation; Corporate; Entertainment and Media; Finance and
Bankruptcy; Financial Institutions; Government Contracts and
Regulated Industries; Healthcare; Intellectual Property; Labor and
Employment; Real Estate, Land Use, Natural Resources and
Environment; and Tax, Employee Benefits, Trusts and Estates. The
Firm celebrated its 75th anniversary in 2002.


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

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
Adelphia Communications               10.875%  10/01/10    58
Akamai Technologies                    5.500%  07/01/07    74
AMR Corp.                              9.000%  08/01/12    58
AMR Corp.                              9.000%  09/15/16    61
AnnTaylor Stores                       0.550%  06/18/19    67
Best Buy Co. Inc.                      0.684%  06/27/21    75
Burlington Northern                    3.200%  01/01/45    61
Calpine Corp.                          7.875%  04/01/08    70
Calpine Corp.                          8.500%  02/15/11    71
Calpine Corp.                          8.625%  08/15/10    70
Calpine Corp.                          8.750%  07/15/07    73
Charter Communications, Inc.           4.750%  06/01/06    59
Charter Communications, Inc.           5.750%  01/15/05    63
Charter Communications Holdings        8.250%  04/01/07    74
Charter Communications Holdings        8.625%  04/01/09    72
Charter Communications Holdings        9.625%  11/15/09    72
Charter Communications Holdings       10.000%  04/01/09    73
Charter Communications Holdings       10.000%  05/15/11    72
Charter Communications Holdings       10.250%  01/15/10    72
Charter Communications Holdings       10.750%  10/01/09    75
Charter Communications Holdings       11.125%  01/15/11    74
Collins & Aikman                      11.500%  04/15/06    73
Comcast Corp.                          2.000%  10/15/29    32
Conseco Inc.                           8.750%  02/09/04    22
Cox Communications Inc.                0.348%  02/23/21    72
Cox Communications Inc.                2.000%  11/15/29    40
Crown Cork & Seal                      7.375%  12/15/26    70
Delco Remy International              10.625%  08/01/06    70
Dynex Capital                          9.500%  02/28/05     2
Elwood Energy                          8.159%  07/05/26    70
Finisar Corp.                          5.250%  10/15/08    74
Finova Group                           7.500%  11/15/09    43
Fleming Companies Inc.                10.125%  04/01/08    17
Foamex L.P.                            9.875%  06/15/07    33
Gulf Mobile Ohio                       5.000%  12/01/56    67
Health Management Associates Inc.      0.250%  08/16/20    65
I2 Technologies                        5.250%  12/15/06    74
Inhale Therapeutic Systems Inc.        3.500%  10/17/07    69
Internet Capital                       5.500%  12/21/04    39
Level 3 Communications Inc.            6.000%  09/15/09    70
Level 3 Communications Inc.            6.000%  03/15/10    69
Lehman Brothers Holding                8.000%  11/13/03    71
Liberty Media                          3.750%  02/15/30    65
Liberty Media                          4.000%  11/15/29    69
Lucent Technologies                    6.450%  03/15/29    69
Lucent Technologies                    6.500%  01/15/28    69
Magellan Health                        9.000%  02/15/08    39
Mirant Americas                        7.200%  10/01/08    60
Mirant Americas                        7.625%  05/01/06    74
Mirant Americas                        8.300%  05/01/11    59
Mirant Americas                        8.500%  10/01/21    55
Mirant Americas                        9.125%  05/01/31    56
Mirant Corp.                           5.750%  07/15/07    62
Missouri Pacific Railroad              4.750%  01/01/20    74
Missouri Pacific Railroad              4.750%  01/01/30    74
Missouri Pacific Railroad              5.000%  01/01/45    71
NTL Communications Corp.               7.000%  12/15/08    19
Northern Pacific Railway               3.000%  01/01/47    59
Penton Media Inc.                     10.375%  06/15/11    63
Revlon Consumer Products               8.625%  02/01/08    46
Southern Energy                        7.400%  07/15/07    62
Southern Energy                        7.900%  07/15/09    49
United Airlines                       10.670%  05/01/04     8
United Health Services                 0.426%  06/23/20    62
US Timberlands                         9.625%  11/15/07    56
Westpoint Stevens                      7.875%  06/15/05    21
Westpoint Stevens                      7.875%  06/15/08    21
Xerox Corp.                            0.570%  04/21/18    65

                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Bond pricing, appearing in each Thursday's edition of the TCR, is
provided by DebtTraders in New York. DebtTraders is a specialist
in global high yield securities, providing clients unparalleled
services in the identification, assessment, and sourcing of
attractive high yield debt investments. For more information on
institutional services, contact Scott Johnson at 1-212-247-5300.
To view our research and find out about private client accounts,
contact Peter Fitzpatrick at 1-212-247-3800. Real-time pricing
available at http://www.debttraders.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

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
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                 *** End of Transmission ***