TCR_Public/030618.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, June 18, 2003, Vol. 7, No. 119    

                          Headlines

ABITIBI-CONSOLIDATED: Begins Small Shareholder Selling Program
ACTERNA CORP: Committee Balks At Miller Buckfire's Proposed Fees
ACTION REDI-MIX: Signs-Up Rattet Pasternak as Bankruptcy Counsel
ACTUANT CORP: Will Publish Fiscal Third Quarter Results Today
AES CORP: Issuing 40 Million Shares through Public Offering

AES CORP: Reaffirms Earnings Guidance for Full-Year 2003
AIR CANADA: Brian Keller Releases Pilot Seniority Decision
AIR CANADA: Seniority List Decision Threatens Pilots' Careers
AIR CANADA: GTAA Wants Nod to Implement Weekly Billing Cycle
ALAMO GROUP: Firms-Up Amendment to Revolving Credit Agreement

AMERICAN COLOR GRAPHICS: $280MM Senior Secured Notes Rated at B
AMERICAN SKIING: CEO Mark J. Miller Leaving Company by Month-End
ANC RENTAL: Wants Clearance for Rosedale Master Lease Agreement
APPLIX INC: SEC Launches Inquiry into Company's Fin'l Reports
ARMSTRONG: Wins Nod to Expand Kirkland & Ellis' Engagement Scope

ASANTE TECHNOLOGIES: Agrees to Sell All Assets to Investor Group
ATSI COMMS: Firms-Up Mexican Partnership with Bunt-Led Investors
AUSPEX SYSTEMS: Sells Certain Assets to GlassHouse Technologies
BRIDGE INFO.: Plan Administrator Challenges 9 Contingent Claims
CASTLE DENTAL: James M. Usdan Resigns as President and CEO

CONSECO INC: US Trustee Takes Action to Block Plan Confirmation
CONTINENTAL ENG'G: Taps Jenner & Block as Bankruptcy Attorneys
CROWN PACIFIC: Bank Lenders & Bondholders Forbear Until June 30
DELTAGEN INC: Lacks Funds to Repay $5MM Bridge Loan by July 1
DIRECTV: Committee Seeks Relief from Interim DIP Financing Order

DYNEGY INC: Names Layne J. Albert Vice President for Tax Matters
ENRON: Pushing for Approval of Andersen Settlement Agreement
ENRON: KUCC Cleburne's Voluntary Chapter 11 Case Summary
ENRON: Int'l Asset Mgt.'s Voluntary Chapter 11 Case Summary
ENRON: Brazil Power Hldgs' Voluntary Chapter 11 Case Summary

ENRON: Holding Company L.C.'s Voluntary Chapter 11 Case Summary
ENRON: Development Mgt Ltd's Voluntary Chapter 11 Case Summary
ENRON: Int'l Korea Hldgs' Voluntary Chapter 11 Case Summary
ENRON: Caribe VI Holdings' Voluntary Chapter 11 Case Summary
ENRON: Int'l Asia Corp.'s Voluntary Chapter 11 Case Summary

ENRON: Brazil Power Investments XI's Chapter 11 Case Summary
ENRON: Paulista Electrical's Voluntary Chapter 11 Case Summary
ENRON: Pipeline Construction Services' Chapter 11 Case Summary
ENRON: Pipeline Services Company's Chapter 11 Case Summary
ENRON: Trailblazer Pipeline's Voluntary Chapter 11 Case Summary

ENRON: Liquid Services Corp.'s Voluntary Chap. 11 Case Summary
ENRON: Machine & Mechanical Services' Chapter 11 Case Summary
ENRON: Commercial Finance Ltd.' Voluntary Chap. 11 Case Summary
ENVOY COMMS: Puts Proposed Reverse Split Implementation on Hold
EXIDE TECH.: Wants to Pay Exit Financing Due Diligence Fees

FASTNET CORP: Look for Schedules & Statements on July 25
FEDERAL-MOGUL: Wants Removal Period Extended Through October 1
FIBERCORE: Defaults on 5% Convertible Subordinated Debentures
FLEMING COMPANIES: Committee Hires Milbank Tweed as Counsel
HAYES LEMMERZ: Posts Improved Ops. Profitability for 1st Quarter

HORIZON: Acquires Controlling Interest in Huntley Partnership
JPS INDUSTRIES: Gets Waiver of Covenant Breach Under Credit Pact
KAISER ALUMINUM: Plan Filing Exclusivity Stretched thru July 31
KMART CORP: Narrows First Quarter 2003 Net Loss to $862 Million
KMART CORP: Four New Board Committees Organized

LODGENET ENTERTAINMENT: Prices $200MM Senior Sub. Notes Offering
LUBY'S INC: May 7 Working Capital Deficit Stands at $116 Million
MASONITE INT'L: S&P Ups Ratings to BB+ over Improved Financials
MCSI INC: Court Approves $10 Mil. DIP Financing on Interim Basis
MCSI INC: U.S. Trustee Appoints 7-Member Creditors' Committee

MESA AIR: Report Certain Executive Management Group Promotions
METROMEDIA FIBER: Reaffirms Commitment to Web Hosting Business
MISSION RESOURCES: Closes $12.5 Million Working Capital Facility
NASH FINCH: S&P Raises Junk Corporate Credit Rating to B+
NATIONAL CENTURY: Proposes Dickenson Sale Bidding Procedures

NEW WORLD RESTAURANT: S&P Drops Ratings Down to Default Level
NEXTEL COMMS: Will Redeem All 13% Series D Preferred Shares
NEXTEL PARTNERS: Commences 8-1/8% Senior Notes Private Placement
NRG ENERGY: Asks Court to Fix De Minimis Asset Sale Procedures
OGLEBAY NORTON: Waiver for Senior Bank Debt Covenant Extended

ORGANOGENESIS: Inks Sales & Marketing Support Pact with Apligraf
OWENS-ILLINOIS: Certain Units Arrange $1.9BB Credit Facilities
PAMECO CORP: US Trustee Appoints Official Creditors' Committee
PAPER WAREHOUSE: Looks to FTI Consulting for Financial Advice
PHILIP SERVICES: Secures Nod to Pay Vendors' Prepetition Claims

PHOTRONICS: Files Registration Statement for 2.25% Notes Resales
POINDEXTER JB: Credit & Sr Unsecured Note Ratings Dive Down to D
POLAROID: Disclosure Statement Hearing to Continue on Sept. 3
POLYPHALT INC: Has Until June 21 to Repay Grandwin Secured Loan
PRECISE IMPORTS: Wants OK to Hire Gulf Atlantic for Fin'l Advice

PRIDE INT'L: Elects William R. Macaulay as New Board Chairman
ROGERS COMMS: Prices Private Placement of $350 Million of Notes
RURAL/METRO: Continues Work with Lenders on Various Alternatives
SCHREIBER & ASSOCIATES: Voluntary Chapter 11 Case Summary
SLATER STEEL: Wants Schedule-Filing Deadline Extended to Oct. 1

SPECTRASITE INC: Bolsters Field Sales Team with 3 New Faces
STILLWATER MINING: Shareholders Okay Norilsk Nickel Transaction
SWTV PRODUCTION: Secures Interim Nod for $1.7 Mil. DIP Financing
TALCOTT NOTCH: Fitch Cuts 3 Class Ratings to Low-B & Junk Levels
TECO ENERGY: Completes $300MM Senior Unsecured Debt Offering

TECO ENERGY: Fitch Rates $300 Million Senior Notes at BB+
TRANSTEXAS GAS: First Quarter Net Loss Narrowed to $4 Million
TRICO MARINE: S&P Hatchets Credit Rating to B Following Review
TYCO: Will Restate Financials for Previously Disclosed Charges
TYCO INT'L: Board Declares Regularly Quarterly Cash Dividend

UNITED AIRLINES: Court OKs Transportation Planning as Appraisers
USG CORP: Earns Nod for $100-Million Letter of Credit Facility
VICWEST CORP: Ontario Court Extends CCAA Protection to June 24
WACHOVIA BANK: S&P Gives Prelim. Ratings to Series 2003-C5 Notes
WARNACO GROUP: Intends to Send Notices to Aid Plan Consummation

WASHINGTON MUTUAL: Fitch Ups & Affirms Ratings from 3 Series
WEIRTON STEEL: Taps Kirkpatrick & Lockhart and Spilman Thomas
WESTPOINT STEVENS: US Trustee Appoints Unsec. Creditor Committee
WINN-DIXIE STORES: S&P Downgrades Corporate Credit Rating to BB+
WOLVERINE TUBE: Revises 2nd Quarter 2003 Earnings Expectations

WORLD HEART: Provides Shareholders Business Update & Review
WORLDCOM INC: Wants Blessing to Sell Wireless Assets for $65MM

* Meetings, Conferences and Seminars

                          *********

ABITIBI-CONSOLIDATED: Begins Small Shareholder Selling Program
--------------------------------------------------------------
Abitibi-Consolidated Inc., (TSX:A; NYSE: ABY) announced a small
shareholder selling program that enables registered and beneficial
shareholders who own 99 or fewer Common Shares of Abitibi-
Consolidated as of June 13, 2003, to sell their Shares without
incurring any brokerage commission. The sale of Shares will be
executed through the facilities of the Toronto Stock Exchange.

The voluntary Program begins on June 16, 2003 and will expire on
September 12, 2003, unless extended, and is designed to assist
eligible shareholders in selling their Shares in a convenient and
inexpensive manner. Both registered holders and beneficial holders
of Shares held in nominee form are eligible to participate. The
Program allows eligible shareholders the opportunity to either
sell all, but not less than all, of their Shares or continue to
maintain their current holdings. Participating shareholders will
not incur any brokerage commissions if they elect to dispose of
their Shares. Information about the Program and participation
documents will be forwarded to eligible shareholders.

Abitibi-Consolidated is pleased to make this voluntary Program
available to its shareholders. However, Abitibi-Consolidated makes
no recommendation as to whether or not an eligible shareholder
should participate in the Program. The decision to participate
should be based upon a shareholder's particular financial
circumstances. Eligible shareholders may wish to obtain advice
from their broker or financial advisor as to the advisability of
participating.

Abitibi-Consolidated has retained Georgeson Shareholder
Communications Canada to manage the Program and to handle share
transactions and payment. Questions regarding the Program should
be directed to them at 1 (866) 811-3664 (English) or 1 (866) 859-
2164 (en francais).

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

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


ACTERNA CORP: Committee Balks At Miller Buckfire's Proposed Fees
----------------------------------------------------------------
The Official Unsecured Creditors' Committee points out that
Acterna Corp., and its debtor-affiliates have already paid Miller
Buckfire $1,400,000 in fees during the period from September 2002
through April 2003.  In addition, before the Petition Date, the
Debtors paid $375,000 to Miller as a retainer for its fees and
expenses.  The Committee believes that the proposed rates for
Miller Buckfire's postpetition services are excessive and that the
Court should not approved fixed success fees.

                         *    *    *

As previously reported, Acterna Corp., and its debtor-affiliates
obtained interim Court approval to employ Miller Buckfire Lewis &
Co., LLC as their financial advisor and investment banker.

Miller Buckfire will render financial advisory and investment
banking services that include:

   (a) assisting them in the analysis, design and formulation of
       their various options in connection with a restructuring
       or sale of assets;

   (b) advising and assisting them in structuring and
       effectuating the financial aspects of such transactions;

   (c) providing financial advice and assistance in developing
       and seeking approval of a Restructuring Plan, including
       assisting them in negotiations with entities or groups
       affected by the Restructuring Plan; and

   (d) if applicable, identifying and negotiating with potential
       acquirers in connection with any Sale.

The Debtors proposed to compensate Miller Buckfire for its
services by way of:

     -- a $175,000 monthly fee;

     -- on the consummation of a Restructuring or Sale, a
        $3,000,000 restructuring fee or a Sale Transaction Fee
        equal to 1% of the aggregate consideration of the Assets,
        as applicable.

Fifty percent of the monthly fees will be credited against any
Restructuring Transaction or Sale Transaction Fee.

The Debtors paid Miller Buckfire $1,400,000 during the period from
September 2002 through April 2003.  Before the Petition Date, the
Debtors also paid Miller Buckfire a $375,000 retainer.

In April 2003, Miller Buckfire entered into negotiations with the
steering committee of Acterna senior secured lenders to
renegotiate the terms of Miller Buckfire's engagement on terms
acceptable to the Senior Secured Lenders.  As a result of the
negotiations, Miller Buckfire and the Steering Committee agreed to
amended terms including a more than $2 million reduction in Miller
Buckfire's proposed compensation.  These amended terms were
incorporated in the Debtors' engagement letter with Miller
Buckfire.

Additionally, the Debtors will indemnify, hold harmless and defend
Miller Buckfire pursuant to the Indemnification Provisions
stipulated in the Engagement Letter.  The Debtors believe that the
Indemnification Provisions are customary and reasonable for
financial advisory and investment banking engagements, both out-
of-court and in Chapter 11 proceedings. (Acterna Bankruptcy News,
Issue No. 4; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ACTION REDI-MIX: Signs-Up Rattet Pasternak as Bankruptcy Counsel
----------------------------------------------------------------
Action Redi-Mix Corp., asks the U.S. Bankruptcy Court for the
Southern District of New York for authority to employ Rattet,
Pasternak & Gordon Oliver as its counsel in this proceeding.

The Debtor tells the Court that Rattet Pasternak's attorneys have
considerable experience representing debtors in proceedings before
the Court and are well suited to represent the Company in the
instant proceedings.

The Company expects Rattet Pasternak to:

     a) give advice to the Debtor with respect to its powers and
        duties as Debtor-in-Possession and the continued
        management of its property and affairs;

     b) negotiate with creditors of the Debtor and work out a
        plan of reorganization and take the necessary legal
        steps in order to effectuate such a plan including, if
        need be, negotiations with the creditors and other
        parties in interest;

     c) prepare the necessary answers, orders, reports and other
        legal papers that are required of a Debtor who seeks
        protection from its creditors under Chapter 11 of the
        Code;

     d) appear before the Bankruptcy Judge and to protect the
        interest of the Debtor before said Bankruptcy Judge and
        to represent the Debtor in all matters pending before
        the Court; and

     e) perform all other legal services for the Debtor which
        may be necessary for the preservation of the Debtor's
        estate and to promote the best interests of the Debtor,
        their creditors and its estate.

Robert L. Rattet, Esq., assures the Court that his firm is a
"disinterested person" as that phrase is defined in the Bankruptcy
Code.   

Rattet Pasternak's billing rates are:

          Robert L. Rattet              $450 per hour
          Jonathan S. Pasternak         $375 per hour
          Richard J. Rubin              $325 per hour
          Arlene Gordon Oliver          $300 per hour
          Scott Y. Stuart               $325 per hour
          James B. Glucksman            $325 per hour
          Joseph C. Corneau             $150 per hour
          Deborah L. Newman             $125 per hour
          
Action Redi-Mix Corp., engaged in the business of manufacturing
and distribution of concrete, filed for chapter 11 protection on
June 4, 2003 (Bankr. S.D.N.Y. Case No. 03-22994).  As of
November 30, 2002 the Debtor lists total assets of $4,221,942 and
total debts of $9,803,273.


ACTUANT CORP: Will Publish Fiscal Third Quarter Results Today
-------------------------------------------------------------
Actuant Corporation (NYSE:ATU), will release fiscal 2003 third
quarter earnings before the market opens today, June 18, 2003.
Actuant will also hold its quarterly conference call to discuss
the quarterly results today at 11:00 a.m. Eastern Time (10 a.m.
Central Time). This call is being webcast by CCBN and can be
accessed at Actuant's Web site at http://www.actuant.com  

The webcast is also being distributed over CCBN's Investor
Distribution Network to both institutional and individual
investors. Individual investors can listen to the call through
CCBN's individual investor center at www.companyboardroom.com or
by visiting any of the investor sites in CCBN's Individual
Investor Network. Institutional investors can access the call via
CCBN's password-protected event management site, StreetEvents
(www.streetevents.com).

Actuant, headquartered in Milwaukee, Wisconsin, is a diversified
industrial company with operations in more than 20 countries. The
Actuant businesses are leading companies in highly engineered
position and motion control systems and branded tools. Products
are offered under such established brand names as Enerpac, Gardner
Bender, Kopp, Milwaukee Cylinder, Nielsen Sessions, Power-Packer,
and Power Gear.

At February 28, 2003, Actuant's balance sheet shows a total
shareholders' equity deficit of about $30 million.  


AES CORP: Issuing 40 Million Shares through Public Offering
-----------------------------------------------------------
The AES Corporation (NYSE:AES) has commenced a public offering of
40,000,000 shares of its common stock (excluding the underwriters'
over-allotment option). The underwriters of the offering will have
an option to purchase an additional 6,000,000 shares to cover
over-allotments. The joint book-running managers for the offering
will be Banc of America Securities LLC and Lehman Brothers.

AES is obligated to use $162.5 million of the net proceeds from
the offering to repay (i) $75 million of the secured equity-linked
loan due 2004 issued by AES New York Funding LLC and (ii) $87.5
million of its tranche C term loan facility under its senior
secured credit facilities due 2005. AES is also obligated to use
one half of the net proceeds from this offering in excess of
$162.5 million to repay its obligations under its Senior Secured
Credit Facilities other than its revolving credit facility. AES
may seek a waiver to postpone or eliminate its obligations to
prepay its Senior Secured Credit Facilities (including its tranche
C term loan facility) with the proceeds of this offering as it is
also exploring the possibilities of refinancing its Senior Secured
Credit Facilities with new facilities. AES intends to use any net
proceeds remaining from this offering (after it makes any required
prepayments) for general corporate purposes. This may include
potential repayment or repurchases of its debt although it has not
yet identified which debt it would repay or repurchase.

The shelf registration statement under which these securities will
be offered has been filed with, and declared effective by, the
Securities and Exchange Commission. Printed copies of the
prospectus supplement relating to the offering may also be
obtained, when available, from Banc of America Securities LLC, 100
West 33rd Street, Third Floor, New York, NY 10001, phone:
646.733.4166, fax: 212-230-8540 or Lehman Brothers c/o ADP
Financial Services, Integrated Distribution Services, 1155 Long
Island Avenue, Edgewood, NY 11717, phone: 631-254-7106, fax: 631-
254-7268, email: niokioh_wright@adp.com

AES is a leading global power company comprised of contract
generation, competitive supply, large utilities and growth
distribution businesses.

The company's generating assets include interests in 158
facilities totaling over 55 gigawatts of capacity, in 28
countries.  AES's electricity distribution network sells 108,000
gigawatt hours per year to over 16 million end-use customers.

As previously reported in Troubled Company Reporter, Standard &
Poor's Ratings Services assigned its 'B+' rating to the AES
Corp.'s $1 billion second priority senior secured notes due
2013.

Proceeds from the notes would be used to repay $475 million of
AES' senior secured bank facility, to fund an open-market tender
for outstanding bonds, and to fund up to $250 million for general
corporate purposes.

AES Corporation's 10.250% bonds due 2006 (AES06USR1) are trading
at about 99 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AES06USR1for
real-time bond pricing.


AES CORP: Reaffirms Earnings Guidance for Full-Year 2003
--------------------------------------------------------
The AES Corporation (NYSE:AES) announced that for the full year of
2003 it continues to expect diluted earnings per share from
continuing operations of $0.50 per share, consolidated net cash
provided by operating activities of approximately $1.5 billion and
Total Subsidiary Distributions to Parent and Qualified Holding
Companies of $1,065 million (which is comprised of projected
subsidiary distributions to parent of $965 million and subsidiary
distributions to qualified holding companies of $100 million).

AES also confirmed that it continued to expect 2003 year end
liquidity to be approximately $537 million. This amount reflects
projected balances of cash at the parent level of $423 million,
projected balances of cash at qualified holding companies of $75
million and availability under its revolver of $39 million. AES
believes that unconsolidated parent company liquidity is important
to the liquidity position of AES as a parent company because of
the non-recourse nature of most of AES's indebtedness.

The cash held at qualifying holding companies represents cash sent
to subsidiaries of AES domiciled outside of the United States.
Such subsidiaries have no contractual restrictions on their
ability to send cash to AES, the parent company. Cash at those
subsidiaries is used for investment and related activities outside
of the United States. Since the cash held by these qualifying
holding companies is available to the parent, AES uses the
combined measure of subsidiary distributions to parent and
qualified holding companies as a useful measure of cash available
to the parent to meet its international liquidity needs.

AES also announced that it was exploring refinancing its Senior
Secured Credit Facilities.

Projected financial information is based on certain material
assumptions. Such assumptions include, but are not limited to the
following:

a. We assume continued normal levels of operating performance and
   electricity demand at our distribution companies.

b. With respect to our assumptions about electricity prices that    
   affect our coal plants in New York, we have assumed an average
   on-peak price during 2003 of approximately $50 per mega-watt-
   hour.

c. We assume operational performance at our contract generation
   businesses consistent with historical levels and in accordance
   with the provisions of the relevant contracts.

d. Our assumptions about asset sales include transactions that are
   supported by signed agreements and that have been previously
   announced.

AES is a leading global power company comprised of contract
generation, competitive supply, large utilities and growth
distribution businesses.

The company's generating assets include interests in 158
facilities totaling over 55 gigawatts of capacity, in 28
countries. AES's electricity distribution network sells 108,000
gigawatt hours per year to over 16 million end-use customers.

As previously reported in Troubled Company Reporter, Standard &
Poor's Ratings Services assigned its 'B+' rating to the AES
Corp.'s $1 billion second priority senior secured notes due
2013.

Proceeds from the notes would be used to repay $475 million of
AES' senior secured bank facility, to fund an open-market tender
for outstanding bonds, and to fund up to $250 million for general
corporate purposes.


AIR CANADA: Brian Keller Releases Pilot Seniority Decision
----------------------------------------------------------
Well-known Arbitrator, Brian Keller, released his crucial pilot
seniority decision. This seniority decision is a compromise that
does not fully satisfy either the former Canadian Airlines pilots
or the original Air Canada pilots but should help bring stability
to the corporation as it works through the CCAA process under
Justice Farley.

"Our pilots are discounted by as much as seven years of service
and did not achieve recognition of our unique demographics but we
are anxious to put the seniority dispute behind us," stated
Captain Rob McInnis, Chairman of the former Canadian Pilots'
Merger Committee. McInnis points out that the Canada Industrial
Relations Board (CIRB) and Arbitrator Keller both found that the
airlines were similar, both airlines brought value to the merger,
the pilot groups had similar collective agreements and both groups
should share equally in the future prospects of the airline.

In their protocol agreement empowering Arbitrator Keller to
proceed with the case both pilot groups and the company agreed
that the result would be final and binding without recourse to the
CIRB. "This has been a long dispute and it's time that our pilots
begin to act as one and focus on the future of the company,"
McInnis stated. All pilots are scheduled to begin voting shortly
on their tentative agreement with Air Canada which will help save
the airline from bankruptcy.


AIR CANADA: Seniority List Decision Threatens Pilots' Careers
-------------------------------------------------------------
A majority of Air Canada's pilots will have their careers and
their financial security destroyed if a ruling on merged seniority
lists is implemented, says Captain Dave Coles, Chair of the Merger
Committee of the Air Canada Pilots Association. The ruling, issued
Monday by labor arbitrator Brian Keller, dramatically changes the
pilots' seniority list created when Air Canada and Canadian
Airlines merged in January 2000.

"The Keller award unfairly benefits the former Canadian pilots at
the expense of the original Air Canada pilots. The lasting impact
on the careers and the finances of the Air Canada pilots will be
devastating," says Coles. "Many of our pilots will be hard-hit by
reduced incomes."

Coles points out that the Keller award violates the principle of
fairness put forward by Paul Lordon, Chair of the Canada
Industrial Relations Board in a decision on July 10, 2002. "Under
the Lordon principles, the merged seniority list was supposed to
be governed by the concept of matching likes with likes - there
were to be no winners or losers in the merger," Coles says.
"Instead, the Keller award gives windfall gains to the former
Canadian pilots at the expense of the Air Canada pilots group."

Coles says that ACPA will approach the CIRB with their grave
concerns about the Keller award. "During a hearing on October 3,
2002, Mr. Lordon said a compromise seniority solution being
proposed by ACPA was conceptually close to what was envisioned by
the CIRB," says Coles. "The Keller award is not even in the
ballpark."

There are currently 3443 pilots at Air Canada, including 1104
former Canadian pilots. All pilots are scheduled to begin voting
shortly to ratify a tentative agreement with Air Canada which will
help to save the airline from bankruptcy.


AIR CANADA: GTAA Wants Nod to Implement Weekly Billing Cycle
------------------------------------------------------------
Greater Toronto Airports Authority is a designated airport
authority and is the lessee, operator and manager of Canada's
largest airport, Lester B. Pearson International Airport.  The
GTAA is a non-profit, non-share corporation, mandated to operate
and develop the airport on a safe, secure, efficient, cost-
effective and financially viable basis, with reasonable airport
user charges and equitable access to all air carriers.

The GTAA is operationally self-sufficient and independent from any
form of government.  As a non-profit corporation, the GTAA is
required to charge revenues over time which match expenses.  It
does not seek to earn any profit.

Joseph M. Steiner, Esq., at Osler, Hoskin & Harcourt LLP, in
Toronto, Ontario, informs the Court Air Canada and its debtor-
affiliates incur fees and charges for the use of the Lester B.
Pearson Airport on an ongoing basis, principally in the form of
landing fees and general terminal charges.  The Applicants also
incur other fees and charges including central de-icing facility
charges, aircraft parking charges, employee parking charges and
utilities payments.

Under an Airport Improvement Fee Agreement dated January 31, 2001,
Air Canada is also obligated to collect airport improvement fees
from passengers and remit them to the GTAA.  Mr. Steiner relates
that the fees and charges for the airport services and the
remittance obligations for the improvement fees, in the aggregate
accrue after April 1, 2003 at a rate equal to $6,000,000 per week
or $25,200,000 per month.

But according to Mr. Steiner, the GTAA and the Applicants have not
been able to negotiate satisfactory arrangements for the payment
of fees and charges for the supply of postpetition services.

In this regard, the GTAA proposes to implement a weekly billing
cycle for the amounts accruing as a result of the Applicants'
postpetition operations.  This is to limit the GTAA's exposure in
connection with the services it provides to the Applicants
postpetition and the unremitted improvement fees after April 1,
2003.

In the alternative, the GTAA wants an option to terminate the AIF
Agreement so it can collect the improvement fees directly from the
passengers.

The GTAA suggests that a trust over the unremitted improvement
fees is also required given the status of the improvement fees.  
(Air Canada Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


ALAMO GROUP: Firms-Up Amendment to Revolving Credit Agreement
-------------------------------------------------------------
Alamo Group Inc. (NYSE: ALG) announced that effective June 16,
2003, the Company has entered into an Amendment to its Revolving
Credit Agreement.

The amendment revises the operating leverage ratio, defined as
Funded Debt/EBITDA, which cures the default that occurred on
March 31, 2003. In addition, the final maturity of the facility
has been extended one year to August 31, 2005.

Ron Robinson, President and Chief Executive Officer of Alamo
Group, commented, "We are pleased with the cooperation and
continued support of our banks and believe that with the Revolving
Line of Credit and internally generated funds we can provide
sufficient funds to meet our cash requirements for the foreseeable
future."

Alamo Group is a leader in the design, manufacture, distribution
and service of high quality equipment for right-of-way maintenance
and agriculture. Our products include tractor-mounted mowing and
other vegetation maintenance equipment, street sweepers,
agricultural implements and related after market parts and
services. The Company, founded in 1969, has over 1,600 employees
and operates thirteen plants in North America and Europe as of
March 2003. The corporate offices of Alamo Group Inc. are located
in Seguin, Texas and the headquarters for the Company's European
operations are located in Salford Priors, England.


AMERICAN COLOR GRAPHICS: $280MM Senior Secured Notes Rated at B
---------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'B' rating to
American Color Graphic Inc.'s proposed $280 million senior secured
second priority notes due 2010. Proceeds from the proposed notes,
in addition to a new revolving credit facility, will be used to
repay amounts outstanding under the company's existing bank
facility, refinance both its 12.75% senior subordinated notes due
2005 and its Series AA and BB preferred stock, and fees and
expenses.

At the same time, Standard & Poor's affirmed its ratings for ACG,
including its 'B+' corporate credit rating. Brentwood, Tenn.-based
ACG is a national diversified commercial printer. The outlook
remains positive. Pro forma debt outstanding at March 31, 2003,
was approximately $305 million.

Ratings reflect ACG's dependence on a single industry segment
(retail inserts), high debt levels and the competitive market
conditions of the overall print industry. These factors are offset
by the company's good competitive position in the retail insert
market, long-standing customer relationships, ample liquidity, and
adequate credit measures for the rating.

"Liquidity is expected to be adequate to fund the company's debt
service requirements and capital spending plans," said Standard &
Poor's credit analyst Michael Scerbo. The company has no material
maturities over the next several years until the revolving credit
facility matures in 2008. As a result, Standard & Poor's expects
the company to generate positive discretionary cash flow, which
will be used to enhance liquidity and to fund any pension
obligation payments, in addition to the $3.9 million that was
contributed during the year ended March 31, 2003.


AMERICAN SKIING: CEO Mark J. Miller Leaving Company by Month-End
----------------------------------------------------------------
American Skiing Company (OTC: AESK) announced that Mark J. Miller
would be leaving his position as Chief Operating Officer at the
end of this month.

The Company stated that a challenging business environment
affecting the entire U.S. travel industry and the overall economy
requires the Company to streamline its cost structure and operate
as efficiently possible, while continuing to provide world-class
service to its guests. The Company continues to evaluate staffing
and performance at all levels of the organization through its
restructuring initiatives in order to improve its operational
flexibility and financial performance.

"Mark's contributions to this organization have been exceptional,"
said CEO B.J. Fair. "We extend our deepest appreciation for his
nearly five years of service, including his tenure as Chief
Financial Officer. Mark has made a lasting impact on the company
and the success of our recent restructuring activities is due in a
large part to his hard work and determination. We wish Mark only
the best in his future endeavors."

The Company further reported that it would not seek to fill the
vacant COO position.

Headquartered in Park City, Utah, American Skiing Company is one
of the largest operators of alpine ski, snowboard and golf resorts
in the United States. Its resorts include Killington and Mount
Snow in Vermont; Sunday River and Sugarloaf/USA in Maine; Attitash
Bear Peak in New Hampshire; Steamboat in Colorado; and The Canyons
in Utah. More information is available on the Company's Web site,
http://www.peaks.com

As reported in Troubled Company Reporter's May 15, 2003 edition,
Standard & Poor's Ratings Services affirmed its 'CCC' corporate
credit rating on ski resort operator American Skiing Inc. based on
improvements in key credit measures and liquidity.

At the same time, Standard & Poor's removed the rating on the Park
City, Utah-based company from CreditWatch, where it was placed on
Oct. 5, 2001. The outlook is negative. As of Jan. 26, 2003,
American Skiing had total debt of $312 million outstanding.


ANC RENTAL: Wants Clearance for Rosedale Master Lease Agreement
---------------------------------------------------------------
With the Court's approval, ANC Rental Corporation, Alamo Rent-A-
Car, LLC and National Car Rental Systems, Inc., are authorized to
enter into a Master Vehicle Lease Agreement with Rosedale Dodge,
Inc.  The Agreement provides that:

    1. the Debtors will pay to Rosedale a $500 security deposit
       for each New Vehicle leased; and

    2. in the event of a sale of all or substantially all of the
       Debtors' assets, pursuant to Section 363 of the Bankruptcy
       Code, the Debtors' obligations under the Master Lease,
       solely with respect to the New Vehicles, will be assumed by
       the purchaser of the assets.

Bonnie Glantz Fatell, Esq., at Blank Rome LLP, in Wilmington,
Delaware, relates that because their business requires them to
offer new, high quality vehicles to their customers, the Debtors
have a constant need for new vehicles.  The Debtors obtain the new
vehicles either by:

    1. entering into a lease with a manufacturer or other third
       party supplier for a designated period of months and at
       designated monthly rates; or

    2. purchasing the vehicles either outright or pursuant to a
       manufacturer repurchase program through their special
       purpose non-debtor subsidiaries.

However, all vehicles that are purchased must be financed, which
the Debtors' special purpose non-debtor subsidiaries have
primarily done through asset-backed financing agreements. Vehicles
leased directly to the Debtors by manufacturers or third party
suppliers, like Rosedale, have smaller capital requirements and as
a result are a much more cost-effective means of acquiring
vehicles for use in Debtors' rental car businesses.

According to Ms. Fatell, Rosedale is a Minnesota corporation that
is in the business of leasing motor vehicles to rental car
companies, and independently leases or arranges for the supply of
cars of a variety of manufacturers, including vehicles obtained or
purchased from DaimlerChrysler Corporation.  Prior to the Petition
Date, the Debtors leased vehicles from Rosedale for use in the
Debtors' rental car business.  Since the Petition Date, the
Debtors have entered into agreements to lease or purchase vehicles
from a number of manufacturers and related dealer suppliers,
including Rosedale, for which agreements the Debtors have obtained
authorization from this Court.

To address the Debtors' immediate need to obtain additional
vehicles for their business operations, the Debtors have sought to
obtain, in the ordinary course, through Rosedale, the lease of up
to 8,000 new vehicles manufactured by Chrysler pursuant to a
Vehicle Lease Order, and Rosedale has agreed to begin providing
the New Vehicles to the Debtors.

Pursuant to the Master Lease with respect to the New Vehicles,
Ms. Fatell states that the Debtors will provide Rosedale with
certain protections, including a $500 security deposit per
vehicle.  Although Rosedale understands that the Debtors will be
unable to pay to the $500 security deposit per New Vehicle leased
until the Court authorizes the Debtors to enter into the Master
Lease, it has nonetheless agreed to begin leasing the New
Vehicles in the ordinary course, in light of the importance of the
New Vehicles to the Debtors' businesses.

Ms. Fatell informs the Court that the Master Lease provides that
the security deposit will be paid $2,000,000 without further delay
and the balance will be paid at the rate equal to $250 per vehicle
when the vehicle is delivered.  The security deposit will not
exceed $500 per New Vehicle in the aggregate and will be made
under the security deposit agreement.

Ms. Fatell adds that the parties have agreed that Rosedale may
exercise all remedies after default provided under the Master
Lease without seeking relief from the automatic stay provided in
Section 362(a) of the Bankruptcy Code or otherwise, to the extent
any stay might apply, and without otherwise seeking any order from
this or any other Court; provided however, that prior to
exercising any of its rights and remedies with respect to the
Master Lease, upon the occurrence at any time of a default
pursuant to any of the Contract Debtors' obligations set forth in
the Master Lease, Rosedale will file a notice with this Court and
deliver the same to the Debtors' counsel.  After filing and
service of a Default Notice, Rosedale will be entitled to, and the
Debtors will make all efforts to facilitate, an emergency court
hearing no later than five business days after the filing and
service of the Default Notice and the sole issue to be determined
at the hearing is whether or not the defaults identified in the
Default Notice have occurred.  In addition, the parties have also
agreed that any allowed claims that Rosedale may have under the
Master Lease with respect to the leased vehicles will attach as a
first priority lien to the proceeds of any sale, transfer or
assignment of all or any portion of the Master Lease, with
priority over all other interests in the proceeds, pursuant to
Section 364(c) of the Bankruptcy Code or otherwise.

Ms. Fatell tells the Court that the Master Lease is especially
valuable and economical to the Debtors at this time because it
provides for the lease, and not purchase, of vehicles.  The
leasing arrangement under the Master Lease effectively limits the
Debtors' responsibilities and liabilities with respect to the
vehicles leased and removes the burden of the Debtors having to
sell the vehicles at the end of their useful term.  Moreover, the
Master Lease has significantly lower capital requirements than the
Debtors' other vehicle financing alternatives. (ANC Rental
Bankruptcy News, Issue No. 33; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


APPLIX INC: SEC Launches Inquiry into Company's Fin'l Reports
-------------------------------------------------------------
Applix, Inc. (Nasdaq: APLX), a global provider of Business
intelligence and Business Performance Management software
solutions, is the subject of an investigation being conducted by
the Securities and Exchange Commission.  On February 28, 2003,
Applix announced that it was restating its financial statements
for 2001 and 2002 to properly account for revenue under two
separate customer agreements.  On May 13, 2003, Applix announced
that it was further restating its financial statements for 2001
and 2002 to correct the accounting for contingent expenses
associated with an acquisition by the Company.  Applix believes
that the SEC's investigation concerns these restatements.  Applix
is cooperating fully with the SEC in this matter and is hopeful of
bringing the investigation to an expeditious resolution.

Applix (Nasdaq: APLX) is a global provider of Business
Intelligence and Business Performance Management software
solutions based on its TM1 product. These solutions enable the
continuous management and monitoring of performance across the
financial, operational, customer and organizational functions
within the enterprise.  More than 1,600 customers worldwide use
Applix's adaptable, scalable and real-time solutions, delivered by
Applix and by a global network of partners, to manage their
business performance and respond to the marketplace in real-time.  
Headquartered in Westborough, MA, Applix maintains offices in four
countries in Europe, North America and the Pacific Rim.  For more
information about Applix, visit http://www.applix.com

Applix, Inc.'s December 31, 2002 balance sheet shows that the
Company's total current liabilities eclipsed its total current
assets by about $3 million. Also, at the same date, the Company's
net capital has further shrunk to about $4 million, about a half
of the amount recorded a year ago.


ARMSTRONG: Wins Nod to Expand Kirkland & Ellis' Engagement Scope
----------------------------------------------------------------
Armstrong Holdings, Inc., and its debtor-affiliates obtained
approval of their application to expand the scope of the
representation of the estates by Kirkland & Ellis to include
defense of the company from claims brought on behalf of decedent
Patricia Barnes in a lawsuit styled "Diane Biehn et al. v.
Armstrong World Industries, Inc.," and any related matters.

Rebecca L. Booth, Esq., at Richards Layton & Finger in Wilmington,
reminds Judge Newsome that he previously approved K&E's
representation of the estates in connection with the many asbestos
personal injury and asbestos property damage claims pending
against the estate of AWI.  Now the Debtors want to employ K&E in
connection with a non-asbestos matter.

The Biehn suit involves allegations that ceiling tiles
manufactured by AWI emitted PCBs, which allegedly caused
Plaintiff's decedent Patricia Barnes to develop fatal lung cancer
in 2001.  Ms. Barnes allegedly was exposed to the ceiling tiles
during the 1970s and 1980s when she was on the faculty of the
Burlington Community College in New Jersey.

Since the Biehn case is to go forward at this point, the Debtors
seek to modify the scope of K&E's retention to assist with this
case and any related matters, including any other claims of PCB
exposure due to a product manufactured, marketed or sold by the
Debtors.  The Debtors approached K&E regarding this expanded
representation on May 5, 2003, and seek to have this retention
approved nunc pro tunc to that date. The Debtors anticipate that
the Biehn case will raise significant issues regarding the
admissibility of certain scientific evidence, and, citing K&E's
success before Judge Newsome on the Daubert issues raised in
connection with the PD Committee's dust tests, the Debtors want to
continue to benefit from K&E's expertise in that area.

K&E will continue to be paid at the compensation and reimbursement
rates previously approved.

Kenneth N. Bass, Esq., avers that K&E have no connection with the
Debtors, their creditors, or any other party-in-interest other
than as already disclosed in connection with K&E's prior
retention. (Armstrong Bankruptcy News, Issue No. 42; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   

Armstrong Holdings Inc.'s 9.000% bonds due 2004 (ACKH04USR1) are
trading at about 48 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ACKH04USR1for  
real-time bond pricing.


ASANTE TECHNOLOGIES: Agrees to Sell All Assets to Investor Group
----------------------------------------------------------------
Asante Technologies, Inc. (OTCBB:ASNT.OB) entered into a
definitive agreement with Oblique, Inc., an acquisition company
created and led by one of its former Vice Presidents of Sales and
Marketing, James L. Volkmar, which will result in a merger between
Asante Technologies and Oblique, Inc.  The value of the
recapitalization transaction is approximately $5.12 million,
subject to certain performance requirements. Under the terms of
the agreement, each stockholder of Asante Technologies is expected
to receive up to approximately $0.50 in cash per share.

The agreement provides for a cash payment at the closing of up to
approximately $0.45 per share plus up to approximately $0.05 per
share to be distributed no later than March 31, 2003, subject to
certain indemnification obligations. Common Stock of Asante
Technologies will be delisted from the Nasdaq OTC Bulletin Board
as a result of this transaction.

Wilson Wong, CEO of Asante Technologies, stated, "We feel that
this merger should provide the Company with additional resources
to significantly increase its market awareness, and improve
business opportunities. The management team at Oblique lead by Jim
Volkmar is very seasoned and has a proven track record in the
industry and their focus on resellers should have significant
impact in improving sales through a revitalized channel."

James L. Volkmar, President and CEO of Oblique, Inc., adds,
"Asante Technologies was one of the pioneer networking companies
and has a long history of providing high-quality, well-engineered
and strongly supported products."

"In the past, the name Asante was synonymous with the 'Channel,'"
Mr. Volkmar continues. "The purchase of Asante allows us to
reestablish that preeminent channel position for the company. Our
vision for Asante relies heavily on a strong computer channel of
resellers, VARS and integrators to widen awareness of Asante
products among small- to medium-sized businesses. We have
confidence in this reseller base to deliver our products to their
customers. We will work hard to establish and maintain their
confidence in us. We are deeply committed to supporting their
efforts, and to delivering the products and product features that
the customers of our channel partners demand. We are excited about
this revitalized opportunity for Asante and the 'channel partners'
who join us."

The merger is anticipated to close in the third or early forth
calendar quarter and is subject to certain conditions including
the approval by a majority of the public stockholders of Asante
Technologies and delivery of a fairness opinion from Asante's
financial advisor following Oblique's delivery of proof of
sufficient funds available to consummate the merger. Oblique, Inc.
is in the process of raising financing for the transaction. The
Asante Board of Directors has approved the agreement. Asante
Technologies was advised by Neveric Capital. Oblique, Inc. was
advised by Zebulon Group LLC.

Founded in 1988, Asante Technologies (NASDAQ:ASNT.OB) is a leading
provider of high-performance networking solutions for small
office/home office (SOHO), educational institutions, digital pre-
press, and enterprise networks.

Asante Technologies, Inc.'s March 29, 2003 balance sheet shows
that its total current liabilities outweighed its total current
assets by over $500,000. The Company's total shareholders' equity
deficit stands at $430,000.


ATSI COMMS: Firms-Up Mexican Partnership with Bunt-Led Investors
----------------------------------------------------------------
ATSI Communications, Inc. (a Delaware Corporation) (OTC: ATSC) has
finalized an agreement to sell 51% interest of its Mexican
subsidiary, ATSI Comunicaciones, S.A. de C.V., which holds a long
distance concession. ATSI will retain the remaining 49% as allowed
under foreign ownership rules. The purchase was made by a group of
Mexican investors headed by the Bunt family. The Bunt family is
also a principal in a U.S. based international carrier, Dialmex,
LLC.

Under the terms of the agreement, ATSI and the Mexican investor
group will jointly develop a VoIP network under the auspices of
the concession as well as pursue additional interconnection
agreements and business opportunities in Mexico. As partners ATSI
and Dialmex will combine their respective interconnection
agreements, creating a robust terminating field with a highly
competitive cost structure for both companies to utilize. Dialmex
operates a highly sophisticated Cisco based VoIP network and was
recently named to Entrepreneur Magazine's Hot 100 List of Fastest
Growing Businesses in the United States, ranking Eleventh.

Ruben R. Caraveo, Vice President of Sales and Operations stated,
"Combining our 30 year long distance concession and expertise in
the Mexican telecommunications market, along with Dialmex's next
generation network will result in ATSI making significant strides
in lowering costs, and creating a licensed and reliable choice for
ATSI's customers. Although we continue to face a challenging
environment in our industry, the timing of this transaction comes
about at an opportune time considering the recent regulatory
changes regarding unlicensed terminating routes in the Mexican
marketplace." Under the agreement with Dialmex, ATSI will be able
to restart its carrier services business immediately.

Raymond G. Romero, Interim CEO and J. Christopher Cuevas, Interim
CFO have both resigned from the company to pursue other interests.
Arthur L. Smith has been named CEO and has rejoined the Board of
Directors of ATSI and Antonio Estrada, ATSI's Corporate
Controller, has assumed the responsibilities of the former CFO.
The company's management team plans to bring its SEC filings up to
date, enabling it to expand its options as it pertains to its
stock exchange listing. The company has also significantly
improved its cost and expense structure in recent months by
reducing overhead and continuing to control expenses. As part of
its effort to control expenses, the Company will communicate with
shareholders through its web site and SEC filings.

In addition the company announced that ATSI's two Texas operating
subsidiaries ATSI Communications, Inc. (a Texas corporation) and
TeleSpan, Inc. (a Texas corporation) that previously filed for
reorganization under Chapter 11 bankruptcy protection have been
converted to cases under Chapter 7.

ATSI Communications, Inc. is an emerging international carrier
serving the rapidly expanding niche markets in and between Latin
America and the United States, primarily Mexico. ATSI has clear
advantages over the competition through its unique foreign
license, interconnection service agreements and strategic
partnerships.


AUSPEX SYSTEMS: Sells Certain Assets to GlassHouse Technologies
---------------------------------------------------------------
GlassHouse Technologies, Inc., the leading provider of vendor-
neutral storage services and consulting, has been successful in
its bid to acquire the worldwide services and support business of
NAS storage pioneer Auspex in bankruptcy court proceedings Friday.
The acquisition includes Auspex's services business employees,
spare parts and fixed assets related to the services business, and
other assets necessary to maintain all services.

Upon completion of the acquisition, subject to court approval,
GlassHouse will provide maintenance and support services to
existing Auspex customers. GlassHouse did not bid on Auspex's
intellectual property or research and development.

"This acquisition gives GlassHouse a strong global services
business," said Mark Shirman, GlassHouse President and CEO.
"Providing services critical to the operations of Auspex customers
is a strategic opportunity for GlassHouse. The acquisition expands
the scope of consulting services we provide to clients," Shirman
continued. "GlassHouse will be able to move quickly to take
advantage of new regional and global business."

Tom Ludden, formerly Vice President of Auspex Customer Services,
will lead the new business unit. Ludden will report to Michael
Tobin, GlassHouse Senior Vice President of Operations. "The
GlassHouse acquisition ensures the quality and continuity of
support to the Auspex installed base customers and provides an
exciting technical career path for the Auspex service team," said
Ludden.

GlassHouse Technologies, Inc. provides services that help
organizations solve the business problems of enterprise storage
and backup. From strategy through deployment and support,
GlassHouse partners with clients to transform storage into a
strategic advantage. For more information about GlassHouse, visit
http://www.glasshouse.com  

Auspex is the Network Attached Storage server choice of Fortune
1000 customers in the semiconductor, software development, oil and
gas exploration, automotive, aerospace, communications,
publishing, entertainment, animation, and financial services
industries. Its products are designed for storage applications
requiring secure NT and UNIX data sharing from a single data
image, server consolidation or continuous network data
availability. The Company excels in enterprise-level [multi-
terabyte] NAS solutions and services. The Company filed for
Chapter 11 protection under the federal bankruptcy laws on
April 22, 2003 (Bankr. N. D. Calif. Case No. 03-52596).


BRIDGE INFO.: Plan Administrator Challenges 9 Contingent Claims
---------------------------------------------------------------
Bridge Information Systems, Inc.'s Plan Administrator objects to
these claims, pursuant to Section 502 of the Bankruptcy Code,
because they are unliquidated or contingent, and the contingencies
have not been proven:

    Claimant                 Claim Number        Filed Amount
    --------                 ------------        ------------
    Platts                       1219            $3,250,000
    Camila Castellanos           1261                 2,155
    Robert A. Donnelly           1262                 2,442
    Taos Turner                  1265                33,330
    Richard A. Kessler           1266               166,667
    Charles Newbery              1267                58,333
    Edward Francis Walz          1268                33,300
    Veronica Carolina Graziano   1269                37,917
    Pillar, Inc.                 1480               118,786

According to Amy M. Leytem, Esq. at Foley & Lardner, in Chicago,
Illinois, Claim No. 1219 should be disallowed because it is
unliquidated and estimated, and is contingent upon an unproven
allegation that Bridge improperly migrated subscribers covered
under an agreement between Platts and Telerate, Inc. causing
Platts to pay Telerate a 10% royalty.  Additionally, Claim No.
1219 has been improperly filed in that it references multiple
Debtors and, based on the limited documentation attached to the
proof of claim, it appears to have been filed against the wrong
Debtor.  Finally, Platts has failed to provide sufficient
supporting documentation for its claim.

Ms. Castellanos' and Mr. Donelly's Claims should be disallowed
also because it is contingent upon the IRS ruling in favor of both
regarding their employment status.  Additionally, Ms. Castellanos
and Mr. Donnelly provided insufficient documentation to support
their claim or to substantiate its priority status.

On the other hand, Ms. Leytem asserts that Mr. Turner, Mr.
Kessler, Mr. Newbery, Mr. Walz and Ms. Graziano's Claims should
also be disallowed because:

    -- they are unliquidated and are contingent upon the claimant
       being laid off or fired by his or her employer,

    -- the information provided by the claimant does not show
       whether he or she was employed by a Debtor company or a
       non-debtor entity, nor does it prove that the claimant has
       been either fired or laid off by its employer,

    -- the Debtors' records show that no amount is due to the
       claimants, and

    -- the claims have been incorrectly classified in that only
       $4,300 should have priority classification.

Lastly, Ms. Leytem argues that Pillar's Claim No. 1480 should be
disallowed because the Debtors' records show that no amount is
due.  Claim No. 1480 is also contingent upon a third party vendor
to which the Debtors allegedly do owe payment, pursuing Pillar for
the payment of these amounts.  Since the Claim is contingent and
no money is owed to Pillar, the Court should disallow this claim
in full.  The Plan Administrator objects to this claim pursuant to
Section 502(d) of the Bankruptcy Code. (Bridge Bankruptcy News,
Issue No. 45; Bankruptcy Creditors' Service, Inc., 609/392-0900)    


CASTLE DENTAL: James M. Usdan Resigns as President and CEO
----------------------------------------------------------
Castle Dental Centers, Inc. (OTC Bulletin Board: CASL) announced
that James M. Usdan had resigned as President and Chief Executive
Officer to pursue other interests.

James M. Usdan had the following comments, "I was hired nearly two
years ago when Castle was in deep distress.  I am extremely
pleased to have effected a turnaround in the business and a
recapitalization of the balance sheet.  We have installed strong
senior and regional management and have found a first class equity
sponsor in Sentinel Capital Partners.  I believe that I have
accomplished what I was hired to do and am leaving the business in
good hands and well positioned for the future."

"Jim Usdan has worked extremely hard over the last two years and
was instrumental in leading a turnaround of Castle's operations
and in completing the recent recapitalization.  We thank him for
his efforts and wish him success," said David Lobel, Sentinel's
Founder and Managing Partner.  "We have great confidence in the
abilities of Castle's management, affiliated dentists and
employees and are excited about its future," Lobel added.

The Company also announced that the Chief Administrative Officer,
John M. Slack, will serve as Interim Chief Executive Officer until
a permanent replacement is found.

Castle Dental Centers, Inc. develops, manages and operates
integrated dental networks through contractual affiliations with
general, orthodontic and multi-specialty dental practices in the
U.S.  Castle manages 77 dental centers with approximately 190
affiliated dentists in Texas, Florida, Tennessee and California
with annual patient revenues of approximately $100 million.

Sentinel Capital Partners is a New York-based institutional
private equity investment firm that specializes in buying and
building smaller middle market companies in the United States and
Canada in partnership with management.

As reported in Troubled Company Reporter's May 20, 2003 edition,
the Company completed its previously announced recapitalization
plan, which included the sale of $13.0 million in subordinated
notes and preferred stock to a group of investors led by Sentinel
Capital Partners II, L.P., and the restructuring of its senior
credit facility, resulting in a $27 million reduction in the
Company's outstanding debt. Sentinel Capital Partners is a New
York-based institutional private equity investment firm that
specializes in buying and building smaller middle market companies
in the United States and Canada in partnership with management.

The new senior credit facility consists of a $16.0 million term
loan and revolving credit facility provided by GE Healthcare
Financial Services, with a final maturity date of November 2007.
Sentinel and certain other investors, including members of
Castle Dental's management, purchased $6.0 million in Series B
preferred stock and $7.0 million in subordinated notes due in five
years. Sentinel will own a majority of the voting stock of the
Company and will be entitled to elect a majority of the board of
directors of Castle Dental.


CONSECO INC: US Trustee Takes Action to Block Plan Confirmation
---------------------------------------------------------------
Ira Bodenstein, United States Trustee for the Northern District of
Illinois, relates that Conseco Inc., and its debtor-affiliates
Plan impacts third party rights in three ways:

    1. Persons who vote "no" or do not vote, but who cash a
       dividend check are nonetheless deemed to have granted
       releases to certain officers and directors of the Debtors,
       binding them by the permanent injunction.  Clearly, their
       approval of the release and the injunctions is not
       consensual;

    2. The Plan deprives third parties of any cause of action
       against anyone with a connection to the Plan process,
       irrespective of what theory of liability might be asserted;

    3. Notwithstanding that this is a liquidating case, all claims
       are discharged by confirmation of the Plan.

Mr. Bodenstein predicts that the Debtors will argue that the
release and injunction are permissible because they are
consensual.  However, this is erroneous because the release binds
anyone who accepts a dividend, even a person objecting to the
Plan; the injunction binds even those who do not cash a dividend.
"These provisions are coercive, not consensual, so the Plan must
not be confirmed," Mr. Bodenstein asserts. (Conseco Bankruptcy
News, Issue No. 25; Bankruptcy Creditors' Service, Inc., 609/392-
0900)    

DebtTraders reports that Conseco Inc.'s 10.750% bonds due 2008
(CNC08USR1) are trading at about 13 cents-on-the-dollar. Go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=CNC08USR1for  
real-time bond pricing.


CONTINENTAL ENG'G: Taps Jenner & Block as Bankruptcy Attorneys
--------------------------------------------------------------
Continental Engineering & Consultants, Inc., and its affiliated
debtors sought and obtained approval from the U.S. Bankruptcy
Court for the Northern District of Indiana to retain Jenner &
Block, LLC as counsel.

The Debtors tell the Court that Ronald R. Peterson and the other
attorneys of Jenner & Block have a national practice and are
experienced in all aspects of law that may arise in these chapter
11 cases.

In this engagement, Jenner & Block will:

     a) advise the Debtors with respect to its pre-petition      
        credit facilities and loans;

     b) assist the Debtors in obtaining the use of cash
        collateral, and in obtaining necessary or appropriate
        orders of the Bankruptcy Court;

     c) appear at the meeting of creditors, as necessary;

     d) represent the Debtors in litigation in the Bankruptcy
        Court and other such matters as may be appropriate; and

     e) advise the Debtors regarding their legal rights and
        responsibilities as debtors and debtors-in-possession
        under the Bankruptcy Code, the Bankruptcy Rules, and the
        United States Trustee Guidelines and Requirements.

Ronald R. Peterson is a member of Jenner & Block and co-chairman
of Jenner & Block's bankruptcy/corporate restructuring practice
group. Mr. Peterson reports that his firm's hourly rates are:

             Members         $380 to $700 per hour
             Associates      $185 to $375 per hour
             Paralegals      $135 to $175 per hour

Continental Engineering & Consultants, Inc., together with
Continental Machine & Engineering Co., Inc., filed for chapter 11
protection on June 4, 2003 (Bankr. N.D. Ind. Case No. 03-62669).
When the Debtor filed for protection from its creditors, it listed
estimated debts and assets of over $1 million each.


CROWN PACIFIC: Bank Lenders & Bondholders Forbear Until June 30
---------------------------------------------------------------
Crown Pacific Partners, L.P. (OTC Bulletin Board: CRPP), an
integrated forest products company, is continuing its
recapitalization negotiations with its lenders and that the
previously announced forbearance agreements with its bank lenders
and bondholders have been extended through June 30, 2003. The
Partnership cannot predict whether it will be successful in its
recapitalization efforts. If the Partnership is not successful in
negotiating a recapitalization with its lenders, as previously
disclosed, it will likely need to seek protection from its
creditors through Chapter 11 bankruptcy proceedings to protect the
interests of all stakeholders.

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

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


DELTAGEN INC: Lacks Funds to Repay $5MM Bridge Loan by July 1
-------------------------------------------------------------
Deltagen, Inc. (Nasdaq: DGEN) said that given actions taken by
Lexicon Genetics, Incorporated and the landlord of Deltagen's
primary facility in Redwood City, California and discussions with
the bridge loan lenders, it is very unlikely that Deltagen will be
able to close the second tranche of its bridge loan and its Series
A preferred stock financing. The initial $5 million bridge loan
matures on July 1, 2003. Deltagen does not expect to have the
funds to repay the bridge loan on that date.

Additionally, Deltagen announced that Joseph M. Limber, interim
chief executive officer, and John Varian, interim chief financial
officer, have resigned their positions with Deltagen. As announced
previously, Messrs. Limber and Varian were to assume the positions
of chief executive officer and chief financial officer,
respectively, upon the closing of the Series A financing. Messrs.
Limber and Varian will continue to assist Deltagen in consulting
capacities.

Deltagen also announced that, effective immediately, the role of
Chairman of Deltagen's Board of Directors will be rotated among
Deltagen's four directors. Deltagen's Board of Directors is
exploring the Company's strategic options, including alternate
financing or bankruptcy.


DIRECTV: Committee Seeks Relief from Interim DIP Financing Order
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of DirecTV Latin
America, LLC, asks the Court for relief from and modification of
the release provisions contained in the Interim DIP Financing
Order.

Kathleen Marshall DePhillips, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub PC, in Wilmington, Delaware, tells Judge
Walsh that the Committee's efforts to unravel all of Hughes
Electronics Corporation's relationship with the Debtor is ongoing.  
However, it is clear that:

    (a) Hughes controls the Debtor as:

        -- three of the four members of the Debtor's "Executive
           Committee" are Hughes employees;

        -- Hughes employees also hold six of the seven senior
           officer positions with the Debtor and are paid by
           Hughes directly;

    (b) the Debtor has a $6,300,000 monthly fixed cost to two
        Hughes subsidiaries -- PanAmSat and California Broadcast
        Center -- which provide satellite and broadcast services
        to the Debtor;

    (c) Hughes has equity interests in the Hughes Local Operating
        Companies.  These Hughes LOCs could not function absent
        the Debtor's continued operation; and

    (d) Hughes has a 75% ownership stake and is the primary
        creditor of Surfin.  Surfin provides financing to all
        LOCs in each region for the cost of integrated receiver
        decoders.  Repayments are made directly from the LOCs to
        Surfin Obligations in an aggregate amount exceeding
        $300,000,000, secured by a pledge of the Debtor's equity
        in the LOC.  The Debtor's continued operation is necessary
        for the LOCs to honor their Surfin Obligations.

The Debtor's Interim DIP Financing Order contains these Release
Provisions:

    (a) Affiliates are covered and are in some sense
        beneficiaries of the Release Provisions;

    (b) The Release Provisions include the defined term "Claims
        and Defenses" defined as any challenge to the "amount,
        validity, perfection, priority or enforceability of, or
        asserting any defense, counterclaim or offset to, the
        Prepetition Hughes Indebtedness; and

    (c) The Committee must commence any "Claims and Defenses" on
        or before the 19th day after the appointment of the
        Committee or all "Claims and Defenses" will be deemed,
        immediately and without further Court action to have been
        "relinquished" and the Claims and Defenses as against the
        Lender is forever and irrevocably relinquished and waived.

Thus, Ms. DePhillips concludes, it appears that the Release
Provisions are intended to apply to both the Lender and its
affiliates.  However, Hughes' affiliates are not identified in any
of the loan documentation.  But it appears that the Affiliates in
this case consist of at least 16 LOCs, Surfin, Hughes Holdings,
PanAmSat and CBS.  There may well be other Affiliates that have a
relationship to the Debtor who have yet to be identified by the
Committee.  No Proof of Claim has also been filed by the
Affiliates.

Accordingly, Ms. DePhillips contends that the Release Provisions
should be modified because:

    (a) depending on how broadly the Release Provisions are
        interpreted, the Committee has been put to an impossible
        burden, given the unique circumstances of this case:

        -- the Committee's obligations could potentially go far
           beyond the focused task of filing claims against
           Hughes based solely on Hughes' alleged prepetition
           loans to the Debtor; or

        -- the Release Provision could be interpreted to require
           the Committee to bring any actions it might have
           against any Affiliate that might be an offset to the
           prepetition Hughes indebtedness; and

    (b) it is wholly inequitable in the context of this case for
        the Committee to have to object to any claims before a
        Proof of Claim have ever been filed, particularly to
        unidentified "Affiliate" claims.

                          DirecTV Responds

DirecTV asks Judge Walsh to consider certain aspects in
determining whether to grant the Committee's request or not as
some of the Committee's statements are false, overstated or
completely ignore the fundamental economics of DirecTV's business
and the very reason for this bankruptcy case.

Joel A. Waite, Esq., at Young Conaway Stargatt & Taylor LLP, in
Wilmington, Delaware, notes that there are at least four notable
inaccurate or misleading statements in the Committee's Motion,
including:

A. Local Operating Companies

    The Committee states that DirecTV has "economic interests
    only in the LOCs concerning Argentina, Brazil and Colombia."
    This implicates that Hughes, which has a controlling interest
    in the other Big Six LOCs in Mexico, Puerto Rico and
    Venezuela, as well as the other LOCs, has exercised its
    control over DirecTV in a manner intended to benefit its
    owned LOCs at DirecTV's expense.  However, Mr. Waite points
    out, the Committee continues to ignore the fact that DirecTV
    has a significant economic interest in all of the relevant
    local operating agreements and is largely relying on the
    viability of the LOCs for the success of its business plan.
    The LOCs' importance to DirecTV is dictated by the LOCs'
    ability to attract subscribers and generate revenues that
    can be used to pay royalties payable to DirecTV.  DirecTV has
    a substantial economic interest in each of the LOCs and the
    importance of these LOCs to DirecTV is determined without
    regard to their ownership.

B. Surfin Loan Guarantees

    The Committee states that "although the Debtor has no
    financial interest in the Hughes LOCs, Hughes also has caused
    the Debtor to guarantee a portion of the Surfin Obligations
    owed by the Hughes LOCs."  According to Mr. Waite, this
    statement entirely ignores the fundamental business reasons
    why DirecTV agreed to undertake the guarantees.  This
    statement is, therefore, inaccurate and misleading for:

    -- DirecTV has a vested economic interest in all of the LOCs,
       including the Hughes LOCs, and the royalties it expects to
       receive from the LOCs will be central to the success of
       DirecTV's reorganization; and

    -- the Loans Surfin advanced to the LOCs, which are the
       subject of DirecTV's guarantee, provided substantial
       benefit to DirecTV in that the loans facilitated the
       financing of the integrated receiver decoders necessary
       for the LOCs to provide DirecTV services to the
       subscribers in each region.

    The apparent conclusion the Committee drew that DirecTV does
    not have a critical interest in ensuring that each of the
    LOCs can provide to their subscribers the requisite equipment
    to receive the service is non-sensical.

C. Satellite Contracts

    In an attempt to paint DirecTV as a mere instrumentality of
    Hughes, the Committee alleges that DirecTV's operating losses
    stem from the "monthly costs associated with the Hughes
    Satellite Contracts."  Mr. Waite explains that DirecTV has
    never disputed that its satellite costs represent its second
    largest expense.  DirecTV has also not disputed that its
    satellite providers -- PanAmSat and CBS -- are Hughes
    affiliates.

    DirecTV's continuing receipt of satellite services is
    critical to the continued operation of its satellite
    television business and, therefore, the expenses incurred for
    the services are an absolute necessary expense for the
    estate.  Moreover, these expenses are paid pursuant to
    agreements that, when entered into, reflected market rates.
    DirecTV is carefully reviewing these contracts and its
    satellite alternatives, and will likely seek improved terms
    under these agreements, as it will with all of its
    programming agreements in performance of its fiduciary duty
    to its estate.  However, as the Committee should understand,
    DirecTV is not able to alter those terms unilaterally and is
    required by the Bankruptcy Code to pay for the value of the
    services it receives during the case while it determines
    whether to assume or reject these agreements.  This fact
    remains true to all of DirecTV's contracts, including
    contracts with Hughes' affiliates and contracts with
    unaffiliated third parties.  The Committee's insinuations
    that Hughes is using its satellite television contracts with
    DirecTV to cause it to siphon off money from the estate for
    Hughes' benefit is simply false.

    Similarly, the implication that DirecTV's operating losses
    are attributable to a significant degree to its payment of
    excessive satellite costs is entirely inaccurate and
    demonstrates the Committee's apparent lack of understanding
    to the causes underlying DirecTV's financial problems.  "To
    argue or imply that Hughes, which has close to $3,000,000,000
    invested in DirecTV and Surfin, has used its related company
    satellite contracts to extract unreasonable value from
    DirecTV at the expense of DirecTV's creditors is simply
    absurd," Mr. Waite remarks.

D. LOC Revenue Allocation

    The Committee also implies that Hughes has been able to
    siphon off money to its affiliates by directing the LOCs to
    "repay the current portion of the Surfin Obligations the LOCs
    owed, rather than the repayment of Royalties to the Debtor."
    These allegations are vastly overstated and misleading
    because:

    -- it ignores the underlying business justification for
       having paid Surfin; and

    -- the Committee fails to recognize that, even if the LOCs
       had directed that portion of their cash to DirecTV as
       royalty payments, as opposed to Surfin on account of the
       equipment loans, DirecTV's underlying financial problems
       would still exist.

Notwithstanding, Mr. Waite informs Judge Walsh that Hughes and its
affiliates are willing to address the issues concerning the scope
and timing of the releases in the Interim Order and proposed final
DIP Facility Order as they relate to Hughes in a manner generally
consistent with the Committee's request. (DirecTV Latin America
Bankruptcy News, Issue No. 8; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


DYNEGY INC: Names Layne J. Albert Vice President for Tax Matters
----------------------------------------------------------------
Dynegy Inc. (NYSE:DYN) announced that Layne J. Albert has been
named vice president - tax. In this capacity, Albert will be
responsible for all tax matters relating to the company and its
business segments. He will report to Nick Caruso, executive vice
president and chief financial officer.

Albert, 38, has more than 12 years of tax and tax-related
experience and most recently was vice president - taxes with
Encompass Services Corp., where he was employed for the past five
years. Layne has held positions previously with Tenneco, Inc.,
Ernst & Young LLP and Chamberlain, Hrdlicka, White, Williams and
Martin, a Houston-based law firm.

Albert earned a bachelor's degree in Business Administration -
Accounting from the University of Texas at Austin, a doctor of
jurisprudence from South Texas College of Law and a master of Laws
in Taxation from the University of Houston.

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

ENRON: Pushing for Approval of Andersen Settlement Agreement
------------------------------------------------------------
Pursuant to Sections 105(a) and 363(b) of the Bankruptcy Code and
Rule 9019 of the Federal Rules of Bankruptcy Procedure, Enron
Corporation and its debtor-affiliates ask the Court to approve the
Settlement Agreement entered into among the Debtors, the Official
Committee of Unsecured Creditors and Andersen Worldwide Sociele
Cooperative.

Based in Geneva, Switzerland, AWSC is a limited liability entity
formed as a cooperative organization under the Swiss Code of
Obligations.  AWSC serves as the coordinating entity of the
Andersen Worldwide Organization, which is comprised of firms
located in countries throughout the world that have each entered
into a Member Firm Interfirm Agreement with AWSC.

Scott E. Ratner, Esq., at Togut, Segal & Segal LLP, in New York,
relates that for purposes of the Settlement Agreement, the AWSC
Entities include:

    (a) all Member Firms other than Arthur Andersen LLP;

    (b) Andersen Legal, CV;

    (c) Accenture LLP, Accenture Partners, SC, all other firms
        formerly known as Andersen Consulting and Accenture
        Ltd.; and

    (d) various related persons and entities.

Mr. Ratner recalls that, among other things, Arthur Andersen LLP
conducted audits of Enron and issued audited consolidated
financial statements and opinions for the years ending December
31, 2000, 1999, 19998, 1997, 1996 and 1995.  Arthur Andersen LLP
thus received tens of millions of dollars in fees from Enron in
connection with the services.  Despite Arthur Andersen LLP's Audit
Services, Mr. Ratner points out that Enron was required to restate
its financial statements for the fiscal years ended December 31,
1997, 1998, 1999 and 2000.  Joseph Beradino, former Managing
Partner and Chief Executive Officer of Arthur Andersen LLP,
testified before Congress that Enron's restatements were the
result of Arthur Andersen LLP's "errors in judgment."

On January 10, 2002, Mr. Ratner recounts, Arthur Andersen LLP also
revealed that it had instructed its personnel to destroy a
significant number of Enron-related documents after it learned
that the Securities and Exchange Commission had initiated an
investigation into Enron's accounting practices and financial
affairs.  On June 15, 2002, Arthur Andersen LLP was found guilty
of one count of obstruction of justice in violation of Section
1512(b)(2) of the Criminal Procedures Code.

Arthur Andersen LLP, along with various related and unrelated
parties, has also been named as defendants in three consolidated
class actions pending in the Southern District of Texas.
Recently, the Class Plaintiffs reached a settlement with the AWSC
Entities pursuant to which they have agreed to release and
compromise any and all claims they may possess against the AWSC
Entities in exchange for a $40,000,000 cash payment.

According to Mr. Ratner, the Debtors may possess claims against
some or all of the AWSC Entities arising from, and relating to,
Arthur Andersen LLP's Audit Services for Enron.  The Debtors
believe that they could seek to impose joint and several liability
on AWSC and the AWSC Entities for Arthur Andersen LLP's acts or
omissions on the grounds that:

    (a) certain Member Firms aside from Arthur Andersen LLP
        rendered services for Enron;

    (b) certain Arthur Andersen LLP partners actively engaged in
        providing the Audit Services were also partners of AWSC;
        and

    (c) AWSC coordinated policy for all Member Firms, including
        Arthur Andersen LLP.

With the notable exception of Accenture, it appears that the AWSC
Entities rendered only minimal services on the Debtors' behalf of
a limited nature involving primarily routine tax and accounting
matters in foreign jurisdictions.  During the one-year period
prior to the Petition Date, the Debtors estimate that the
aggregate payment to all Member Firms was only $250,000.

In contrast, the Debtors' relationship with Accenture was much
more extensive since it rendered significant consulting services
on Enron's behalf and received millions of dollars in payment
during the one-year period to the Petition Date.  Mr. Ratner notes
that any claims that Enron may possess against Accenture are
expressly carved-out of the claims being settled and released
pursuant to the Settlement Agreement.

After extensive formal mediation and informal settlement
discussions, the parties have agreed to these terms:

    (a) Each of the Released Parties fully release all other
        Released Parties with respect to all Settled Claims.
        Specifically, Enron released any and all claims of any
        kind whatsoever it had, has or may have against AWSC and
        any AWSC Entity based on, arising out of, or related to,
        Enron or any services provided by Arthur Andersen LLP,
        AWSC or any AWSC Entity to Enron or any Excluded Enron
        Entity; provided however, that Settled Claims do not
        include any claims that Enron may have against:

        -- Arthur Andersen LLP for any reason, or

        -- Accenture for the recovery of preferential payments or
           arising out of consulting services provided to Enron;

    (b) In exchange for Enron's release of the Settled Claims,
        AWSC is to pay the $19,950,000 Settlement Amount to the
        Debtors' Chapter 11 estates;

    (c) The Creditors' Settlement Fund will be held in an
        segregated interest-bearing account that will be
        administered by, and will be the responsibility of,
        Enron, subject to Bankruptcy Court approval, and the
        proceeds disbursed to Enron creditors pursuant to a plan;

    (d) Enron and the Creditors' Committee agree that any Chapter
        11 or Chapter 7 distribution order filed or supported by
        either of them will include a permanent injunction that
        enjoins the commencement or continuation of any action
        or proceeding against any AWSC Entity that was, could
        have been or could be brought, whether directly by Enron
        or derivatively or otherwise on Enron's behalf, on
        account of the Settled Claims;

    (e) If Enron or the Creditors' Committee files or supports any
        Chapter 11 plan or Chapter 7 distribution order
        containing any provision that would grant releases to, or
        enjoin claims against, Arthur Andersen LLP, then Enron
        and the Creditors' Committee will in good faith file
        and support a Chapter 11 or a Chapter 7 distribution
        order with releases or injunctions containing the same
        terms and conditions with respect to all Settled Claims
        in favor of AWSC and each AWSC Entity;

    (f) Enron and the Creditors' Committee will not propose or
        support any Chapter 11 plan for Enron that does not
        incorporate the terms of the Settlement Agreement;

    (g) During the pendency of the Chapter 11 cases, Enron will
        seek to enjoin the prosecution of any claim of the Enron
        Chapter 11 estates asserted, derivatively or otherwise,
        against AWSC or any AWSC Entity; and

    (h) Upon request by an individual AWSC Entity, Enron and the
        Creditors' Committee will execute and provide to that
        AWSC Entity an individual form of release having the same
        scope and effect, but not additional scope or effect, as
        the release provided to that AWSC Entity under the
        Settlement Agreement.

Mr. Ratner argues that the Settlement Agreement is warranted
because:

    (i) there is uncertainty in litigating the legal and factual
        issue associated with the direct claims against Arthur
        Andersen LLP and whether the Debtors can impose joint
        and several liability on the AWSC Entities based on the
        acts or omissions of Arthur Andersen LLP;

   (ii) the $19,950,000 payment for the Debtors' benefit is well
        within the range of possible litigation outcomes;

  (iii) the litigation costs against the AWSC Entities, which is
        substantial if not prohibitive, will be avoided;

   (iv) the prospect of having to conduct and coordinate
        extensive discovery potentially involving some 390 Member
        Firm offices spanning the globe would itself be a
        daunting task; and

    (v) even if the Debtors were able to obtain a judgment
        imposing joint and several liability on some or all of
        the AWSC Entities, the actual collection and recovery of
        that judgment would be extremely difficult, if not
        impossible. (Enron Bankruptcy News, Issue No. 70;
        Bankruptcy Creditors' Service, Inc., 609/392-0900)


ENRON: KUCC Cleburne's Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: KUCC Cleburne, LLC
        1400 Smith Street
        Houston, Texas 77002
        aka KUCC Cleburne Corporation
        aka KUCC Cleburne (Temp) LLC

Bankruptcy Case No.: 03-13862

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

Chapter 11 Petition Date: June 13, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

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

Estimated Assets: $0 to $50,000

Estimated Debts: $0 to $50,000


ENRON: Int'l Asset Mgt.'s Voluntary Chapter 11 Case Summary
-----------------------------------------------------------
Debtor: Enron International Asset Management Corp.
        1400 Smith Street
        Houston, Texas 77002

Bankruptcy Case No.: 03-13877

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

Chapter 11 Petition Date: June 13, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

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

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $0 to $50,000


ENRON: Brazil Power Hldgs' Voluntary Chapter 11 Case Summary
------------------------------------------------------------
Debtor: Enron Brazil Power Holdings XI Ltd.
        1400 Smith Street
        Houston, Texas 77002

Bankruptcy Case No.: 03-13878

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

Chapter 11 Petition Date: June 13, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

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

Estimated Assets: More than $100 Million

Estimated Debts: More than $100 Million


ENRON: Holding Company L.C.'s Voluntary Chapter 11 Case Summary
---------------------------------------------------------------
Debtor: Enron Holding Company, L.C.
        1400 Smith Street
        Houston, Texas 77002

Bankruptcy Case No.: 03-13879

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

Chapter 11 Petition Date: June 13, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

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

Estimated Assets: More than $100 Million

Estimated Debts: $1 Million to $10 Million


ENRON: Development Mgt Ltd's Voluntary Chapter 11 Case Summary
--------------------------------------------------------------
Debtor: Enron Development Management Ltd.
        Huntlaw Corporate Services Limited
        75 Fort Street,
        The Huntlaw Building
        Grand Cayman, Cayman Islands
        George Town Cayman Islands

Bankruptcy Case No.: 03-13880

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

Chapter 11 Petition Date: June 13, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

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

Estimated Assets: $0 to $50,000

Estimated Debts: $0 to $50,000


ENRON: Int'l Korea Hldgs' Voluntary Chapter 11 Case Summary
-----------------------------------------------------------
Debtor: Enron International Korea Holdings Corp.
        1400 Smith Street
        Houston, Texas 77002

Bankruptcy Case No.: 03-13881

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

Chapter 11 Petition Date: June 13, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

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

Estimated Assets: More than $100 Million

Estimated Debts: $0 to $50,000


ENRON: Caribe VI Holdings' Voluntary Chapter 11 Case Summary
------------------------------------------------------------
Debtor: Enron Caribe VI Holdings Ltd.
        Huntlaw Corporate Services Limited
        75 Fort Street, The Huntlaw Building
        George Town, Grand Cayman
        Cayman Islands

Bankruptcy Case No.: 03-13882

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

Chapter 11 Petition Date: June 13, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

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

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $0 to $50,000


ENRON: Int'l Asia Corp.'s Voluntary Chapter 11 Case Summary
-----------------------------------------------------------
Debtor: Enron International Asia Corp.
        1400 Smith Street
        Houston, Texas 77002

Bankruptcy Case No.: 03-13883

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

Chapter 11 Petition Date: June 13, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

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

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $500,000 to $1 Million


ENRON: Brazil Power Investments XI's Chapter 11 Case Summary
------------------------------------------------------------
Debtor: Enron Brazil Power Investments XI Ltd.
        Huntlaw Corporate Services Limited
        75 Fort Street, The Huntlaw Building
        George Town, Grand Cayman
        Cayman Islands

Bankruptcy Case No.: 03-13884

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

Chapter 11 Petition Date: June 13, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

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

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $1 Million to $10 Million


ENRON: Paulista Electrical's Voluntary Chapter 11 Case Summary
--------------------------------------------------------------
Debtor: Paulista Electrical Distribution, L.L.C.
        1400 Smith Street
        Houston, Texas 77002

Bankruptcy Case No.: 03-13885

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

Chapter 11 Petition Date: June 13, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

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

Estimated Assets: More than $100 Million

Estimated Debts: $1 Million to $10 Million


ENRON: Pipeline Construction Services' Chapter 11 Case Summary
--------------------------------------------------------------
Debtor: Enron Pipeline Construction Services Company
        1400 Smith Street
        Houston, Texas 77002

Bankruptcy Case No.: 03-13915

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

Chapter 11 Petition Date: June 16, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

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

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $1 Million to $10 Million


ENRON: Pipeline Services Company's Chapter 11 Case Summary
----------------------------------------------------------
Debtor: Enron Pipeline Services Company
        1400 Smith Street
        Houston, Texas 77002

Bankruptcy Case No.: 03-13918

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

Chapter 11 Petition Date: June 16, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

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

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $1 Million to $10 Million


ENRON: Trailblazer Pipeline's Voluntary Chapter 11 Case Summary
---------------------------------------------------------------
Debtor: Enron Trailblazer Pipeline Company
        1400 Smith Street
        Houston, Texas 77002

Bankruptcy Case No.: 03-13919

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

Chapter 11 Petition Date: June 16, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

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

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $1 Million to $10 Million


ENRON: Liquid Services Corp.'s Voluntary Chap. 11 Case Summary
--------------------------------------------------------------
Debtor: Enron Liquid Services Corp.
        1400 Smith Street
        Houston, Texas 77002

Bankruptcy Case No.: 03-13920

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

Chapter 11 Petition Date: June 16, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

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

Estimated Assets: $10 Million to $50 Million

Estimated Debts: $100,000 to $500,000


ENRON: Machine & Mechanical Services' Chapter 11 Case Summary
-------------------------------------------------------------
Debtor: Enron Machine and Mechanical Services, Inc.
        1400 Smith Street
        Houston, Texas 77002
        aka Enron Joliet Pipeline Company

Bankruptcy Case No.: 03-13926

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

Chapter 11 Petition Date: June 16, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

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

Estimated Assets: $500,000 to $1 Million

Estimated Debts: $1 Million to $10 Million


ENRON: Commercial Finance Ltd.' Voluntary Chap. 11 Case Summary
---------------------------------------------------------------
Debtor: Enron Commercial Finance Ltd.
        Huntlaw Corporate Services Limited
        75 Fort Street, The Huntlaw Building
        George Town, Grand Cayman
        Cayman Islands

Bankruptcy Case No.: 03-13930

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

Chapter 11 Petition Date: June 16, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

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

Estimated Assets: $10 Million to $50 Million

Estimated Debts: $100,000 to $500,000


ENVOY COMMS: Puts Proposed Reverse Split Implementation on Hold
---------------------------------------------------------------
Envoy Communications Group Inc. (NASDAQ: ECGI; TSX: ECG),
announced that, due to the pending rule changes to The Nasdaq
SmallCap Market listing standards, and specifically, the proposed
elimination of the US$1.00 minimum bid price to maintain The
Nasdaq SmallCap Market listing, it may not be necessary for Envoy
to implement a reverse split of its common shares.

As a result of this rule, the minimum bid price of Envoy's shares
would have had to close at US$1.00 or more for a minimum of 10
consecutive trading days before June 16, 2003 to avoid a decision
by NASDAQ to delist its shares. Envoy elected not to implement the
reverse split of its shares before June 16, 2003 in anticipation
of the proposed minimum bid rule change. Because the minimum bid
rule has not yet been changed, Envoy will appeal the decision to
delist its shares on the basis of the previously approved 1 for 15
reverse split of its shares, as well as the fact that Envoy meets
all other requirements of The Nasdaq SmallCap Market necessary for
the continued listing of its shares.

The improvement in Envoy's stock price since its shareholders'
meeting in March of this year (at which the 1 for 15 reverse split
was approved) would allow for a reverse split of its shares at a
rate significantly less than the previously approved 1 for 15
rate. In order to reduce the impact of a 1 for 15 reverse split,
Envoy has set August 14, 2003 as the date for a special meeting of
its shareholders to authorize the directors to establish the
appropriate rate for the reverse split in place of the 1 for 15
reverse split previously approved by the shareholders. In
anticipation of obtaining the necessary shareholder approval,
Envoy will also ask the NASDAQ appeal panel to allow its appeal
based, in the alternative, on a rate for the reverse split
determined by Envoy's board of directors.

If the minimum US$1.00 bid price rule is eliminated during the
appeal period, Envoy will ask the appeal panel to allow its appeal
on the grounds that Envoy will then be in compliance with the
continued listing requirements of The Nasdaq SmallCap Market. If
the appeal is allowed on the basis of the rule change, Envoy will
not implement a reverse split for the purpose of maintaining its
listing on The Nasdaq SmallCap Market.

Envoy's President and CEO, Geoff Genovese stated "The reverse
split is not in the best interest of our shareholders at this time
and will only be implemented if there is no other alternative
available to the Company to maintain its NASDAQ listing".

Envoy Communications Group (NASDAQ: ECGI/TSE:ECG) is an
international consumer and retail branding company with offices
throughout North America and Europe. For more information on Envoy
visit http://www.envoy.to  

                        *   *   *

               Financial Condition and Liquidity

In its Form 10-Q filed on August 30, 2002, the Company reported:

"As at June 30, 2002 and September 30, 2001, the Company was not
in compliance with its covenant calculations under the terms of
its revolving credit facility in respect to 12 month earnings
before interest, taxes, deprecation and amortization.  The lenders
have the right to demand repayment of the outstanding borrowings.   
Additional borrowings under the facility are subject to the
approval of the lenders.  The Company is continuing to have
discussions with its lenders regarding amendments to the terms of
the facility.

"The Company is considering all of the options available to it to
finance the amounts owing under the restructuring plans and
expected cash flow shortfalls in the next three months (or other
operating obligations). These options include additional debt or
equity financing under private placements, renegotiating its bank
facilities and the sale of some of its businesses. In addition,
management has made every effort to negotiate the restructuring
charges in such a way as to minimize short-term cash requirements.

"The ability of the Company to continue as a going concern and to
realize the carrying value of its assets and discharge its
liabilities when due is dependent on the continued support of its
lenders and/or successful completion of the actions discussed
above.

"During fiscal 2001, the Company established an extendable
revolving line of credit under which it can borrow funds in either
Canadian dollars, U.S. dollars or U.K. pounds sterling, provided
the aggregate borrowings do not exceed $40.0 million Canadian.
Advances under the line of credit can be used for general purposes
(to a maximum of $2.0 million) and for financing acquisitions that
have been approved by the lenders. As at June 30, 2002,
approximately $9.8 million had been borrowed under the facility,
none of which was used for general corporate purposes.

"As at June 30, 2002 the Company had a working capital deficit of
$5.4 million compared with a working capital deficit of $430,000
at September 30, 2001. This working capital deficiency arises due
to the fact that the borrowings under the bank credit facility
must be classified as a current liability as a result of the
Company not being in compliance with its covenant calculations.
The decrease in working capital in this period was primarily the
result of the operating loss during the period.

"During the third quarter, the Company negotiated new repayment
terms for the Promissory Note due June 30, 2002.  The Promissory
Note is to be repaid in five monthly installments commencing
July 1, 2002 with interest on the principal balance charged at
8%.

"On April 29, 2002, as disclosed in Note 2 to the consolidated
financial statements, the Company issued $1.8 million in
convertible debentures. The net proceeds from the sale of the
debentures were used for general working capital purposes to
support the Company's restructuring activities."


EXIDE TECH.: Wants to Pay Exit Financing Due Diligence Fees
-----------------------------------------------------------
Since the Petition Date, Exide Technologies and its debtor-
affiliates have been diligently working to move their cases
forward.  The Debtors are currently in the process of formulating
their plans of reorganization.  Pursuant to the contemplated plan
of reorganization, the Debtors will emerge from these Chapter 11
cases as competitive companies with a de-leveraged capital
structure.

Pursuant to the terms of any plan, the Reorganized Debtors
anticipate that they will be funded with post-confirmation
financing comprised of:

    A. a term loan facility amounting to $450,000,000;

    B. a revolving credit facility ranging from $100,000,000 to
       $150,000,000;

    C. unsecured senior note financing amounting to $200,000,000;
       and

    D. other facilities as are customary under these
       circumstances.

According to Laura Davis Jones, Esq., at Pachulski Stang Ziehl
Young Jones & Weintraub P.C., in Wilmington, Delaware, these
financings will be used to fund confirmation of the Plan and
provide the Reorganized Debtors with the working line of credit
that they will need to seamlessly continue with their daily
operations.

In connection with the formulation of the Debtors' plan, Ms. Jones
relates that the Debtors and their consultants contacted numerous
proposed lenders and obtained several proposals for the Exit
Financing Facility.  The Debtors have determined that it is in
their best interest to simultaneously pursue the competitive
negotiation of exit financing with three of the proposed exit
facility lenders.  The Debtors believe that ongoing negotiations
with these lenders will ensure that the Debtors do, in fact,
obtain a competitive exit financing package within the time frame
required by the Debtors' contemplated plan confirmation schedule.
Because each lender will incur substantial fees, costs and
expenses in undertaking appropriate due diligence, they will not
proceed unless the Debtors obtain the Court's authority to
reimburse the lenders for these expenditures.

To commence the due diligence process necessary to obtain the exit
financing contemplated in the plan, the Debtors seek Judge Carey's
authority to pay the Proposed Exit Facility Lenders' due diligence
fees, which may include, but are not limited to, reasonable legal
and closing expenses, attorneys' fees and disbursements, filing
and search fees, appraisal fees, field examination expenses, and
other related costs and expenses. Specifically, the Debtors seek
the Court's authority to pay up to $750,000 to the Proposed Exit
Facility Lenders, or $250,000 for each Proposed Exit Facility
Lender, to cover these costs.

Ms. Jones believes that payment of the due diligence fees is
necessary to allow the Debtors to successfully emerge from these
Chapter 11 cases and to maximize value for the benefit of their
estates and their creditors.  Approval of the Debtors' request
would mean that the Proposed Exit Facility Lenders can immediately
begin the due diligence necessary to offer firm financing
commitments to the Debtors, and thereby satisfy a condition
precedent to their exit from Chapter 11.

The Debtors have kept the identity of these Proposed Exit Facility
Lenders confidential. (Exide Bankruptcy News, Issue No. 24;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


FASTNET CORP: Look for Schedules & Statements on July 25
--------------------------------------------------------
FASTNET Corporation, wants the U.S. Bankruptcy Court asks the
Eastern District of Pennsylvania to extend the deadline by 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 the conduct and operation of its business,
compounded by numerous recent acquisition transactions, require
the Debtor to maintain voluminous books and records and a complex
accounting system.  Hence, the Debtor requires additional time to
compile the data needed for the preparation and filing of the
Schedules so that it can gather the necessary information without
diverting all of its financial and accounting staff from ongoing
operations.

The Debtor estimates that it can prepare and deliver comprehensive
and coherent Schedules and Statements to the Court by July 25,
2003.

FASTNET Corporation, a provider of internet services, filed for
chapter 11 protection on June 10, 2003 (Bankr. E.D. Pa. Case No.
03-23143).  Michael J. Barrie, Esq., Esq. at Schnader Harrison
Segal & Lewis LLP represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its services,
it listed $23,000,000 in total assets and $29,000,000 in total
debts.

  
FEDERAL-MOGUL: Wants Removal Period Extended Through October 1
--------------------------------------------------------------
Federal-Mogul Corporation and its debtor-affiliates say they need
four more months to determine which civil actions pending as of
the Petition Date they will remove and transfer, if any, to the
District Court in accordance with Section 1452 of 28 U.S.C. and
Rules 9006 and 9027 of the Federal Rules of Bankruptcy Procedure.  
The Debtors have been in an ongoing process since the beginning of
their Chapter 11 cases of evaluating those actions to determine
which actions might be suitable for removal.  With respect to
actions unrelated to asbestos, the Debtors believe that the
analysis is largely complete.  But they do not intend to remove
any of those actions.

But out of abundance of caution, the Debtors want to preserve
whatever ability they may have to remove claims against their
estates, be it asbestos claims or claims for contribution,
indemnity and subrogation, to this Court.  The Debtors have the
Official Committee of Unsecured Creditors' support.

The Debtors assure the Court that the affected adversaries will
not be prejudiced with a fifth extension.  Any party to a
prepetition action that is removed may seek to have it remanded to
the state court from which the action was removed.

Accordingly, the Debtors and the Creditors' Committee ask the
Court to extend the removal period, through and including
October 1, 2002.

Judge Newsome will hold a hearing on July 30, 2003 to consider the
Debtors' request.  Pursuant to Del.Bankr.LR 9006-2, the Debtors'
deadline to remove actions is automatically extended until the
conclusion of that hearing. (Federal-Mogul Bankruptcy News, Issue
No. 38; Bankruptcy Creditors' Service, Inc., 609/392-0900)


FIBERCORE: Defaults on 5% Convertible Subordinated Debentures
-------------------------------------------------------------
FiberCore, Inc. (Nasdaq: FBCE), a leading manufacturer and global
supplier of optical fiber and preform for the telecommunication
and data communications markets, announced that on June 12, 2003
it received a notification of default from Riverview Group, LLC,
Laterman & Co., and Forevergreen Partners, of the Company's 5%
Convertible Subordinated Debentures. Currently there is
approximately $2.5 million outstanding under these debentures,
plus accrued interest. If the event of default on the debentures
continues, the Holders have the right to accelerate the maturity
date and the entire amount could become immediately due. The
debentures are unsecured. A copy of the notice from the Holders'
attorney is attached to the report on Form 8-K, which will be
filed today with the Securities and Exchange Commission.

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

For more information about the Company, its products, or
shareholder information visit http://www.FiberCoreUSA.com


FLEMING COMPANIES: Committee Hires Milbank Tweed as Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors needs bankruptcy
attorneys to prosecute their interest in Fleming Companies, Inc.,
and its debtor-affiliates' cases. Accordingly, the Committee seeks
the Court's authority to retain Milbank, Tweed, Hadley & McCloy,
LLP, nunc pro tunc to April 10, 2003, as its counsel.

The Creditors' Committee needs Milbank Tweed to:

    (a) advise the Committee with respect to its rights, powers,
        and duties as Creditors;

    (b) assist and advise the Committee in its consultations with
        the Debtors relative to the administration of the Debtors'
        Chapter 11 Cases;

    (c) assist the Committee in analyzing and in negotiating the
        claims of Fleming's creditors;

    (d) assist with the Committee's investigation of the acts,
        conduct, assets, liabilities, and financial condition of
        the Debtors and the operation of their businesses;

    (e) assist the Committee in its analysis of, and negotiations
        with, the Debtors or any third party concerning matters
        related to, among other things, the terms of a Chapter 11
        plan or plans;

    (f) assist and advise the Committee with respect to its
        communications with the general creditor body regarding
        significant matters in the Debtors' Chapter 11 cases;

    (g) represent the Committee at all hearings and other
        proceedings;

    (h) review and analyze all applications, orders, statements of
        operations, and schedules filed with the Court and advise
        the Committee as to their propriety;

    (i) assist the Committee in preparing pleadings and
        applications as may be necessary in furtherance of the
        Committee's interests and objectives; and

    (j) perform such other legal services as may be required by
        the Committee in accordance with the Committee's powers
        and duties set forth in the Bankruptcy Code.

The Committee believes that Milbank Tweed possesses extensive
knowledge and expertise in the areas of law relevant to the
Debtors' Chapter 11 Cases, and that the Firm is well qualified to
represent it.  In selecting its counsel, the Committee sought a
counsel with experience in representing large creditors'
committees in large Chapter 11 cases and other debt-restructuring
scenarios.  Milbank Tweed has that experience, having represented
a number of creditors' committees in significant reorganizations
under Chapter 11 of the Bankruptcy Code.

Milbank Tweed will be compensated at its standard hourly rates,
which are based on the professionals' level of experience.  At,
present the hourly rates are:

                 Partners             $550 - 725
                 Counsel               500 - 650
                 Associates            225 - 480
                 Legal Associates      125 - 265

Dennis F. Dunne, Esq., a partner in Milbank Tweed's Financial
Restructuring Group, assures the Court that the Firm does not
represent and does not hold any interest adverse to the Debtors'
estates or their creditors in the matters upon which it is to be
involved. (Fleming Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


HAYES LEMMERZ: Posts Improved Ops. Profitability for 1st Quarter
----------------------------------------------------------------
Hayes Lemmerz International, Inc. (OTC: HAYZ), reported higher
sales and improved operating income for the first fiscal quarter
ended April 30, 2003, as compared to the first quarter of fiscal
2002.

The Company, the world's largest supplier of wheels to the
automotive industry, reported first quarter net sales of $515.3
million, up 5.9% percent from $486.7 million a year earlier. First
quarter earnings from operations were $1.3 million, compared with
a year earlier loss from operations of $14.6 million.

The Company had a net loss of $22.6 million for the first fiscal
quarter of 2003, compared with a year earlier net loss of $587.4
million. The prior year net loss included a non-cash charge of
$554.4 million resulting from a cumulative effect of a change in
accounting principle. The prior period net loss before the
cumulative effect of change in accounting principle was $33.0
million. Adjusted EBITDA for the first fiscal quarter ending April
30, 2003 was $53.3 million compared to Adjusted EBITDA of $50.1
million in the first quarter of 2002, an increase of $3.2 million.
For a reconciliation of Adjusted EBITDA to net loss and a
description of the purposes for which we use Adjusted EBITDA, see
"Reconciliation of Net Loss to Adjusted EBITDA" following hereto.

"Our increasing sales and continued progress toward improved
profitability demonstrates the dedication and focus of our
people," said Curtis J. Clawson, Chairman, President and Chief
Executive Officer. "To have achieved higher sales and improved
operating profits at a time when North American vehicle production
during our first quarter was down approximately three percent,
testifies to the strength of the new Hayes Lemmerz."

Hayes Lemmerz emerged from its Chapter 11 reorganization on
June 3, 2003. The results for the first fiscal quarter reflect
operations while the Company was still in Chapter 11, including
$13.1 million of reorganization-related items and $17.0 million of
interest on the Company's debtor-in-possession financing pre-
petition secured credit financing arrangement and foreign debt
obligations. With its emergence from Chapter 11, the Company now
has a more manageable capital structure and a reduced level of
debt.

"We have emerged from our Chapter 11 reorganization with a healthy
balance sheet, greatly strengthened operations, and excellent
relationships with our customers -- almost every major vehicle
manufacturer in the world," Mr. Clawson said.

During the reorganization, Hayes Lemmerz revamped its management
team, closed inefficient manufacturing plants, cut operating costs
and won new business in competitive situations.

Hayes Lemmerz International, Inc. is the world's leading global
supplier of automotive and commercial highway wheels, brakes,
powertrain, suspension, structural and other lightweight
components. The Company has 43 plants, 3 joint venture facilities
and 11,000 employees worldwide.

More information about Hayes Lemmerz International, Inc. is
available at http://www.hayes-lemmerz.com

Hayes Lemmerz's April 30, 2003 balance sheet shows a total
shareholders' equity deficit of about $1.085 billion.

Hayes Lemmerz Intl Inc.'s 11.875% bonds due 2006 (HLMM06USS1) are
trading at about 53 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=HLMM06USS1for  
real-time bond pricing.


HORIZON: Acquires Controlling Interest in Huntley Partnership
-------------------------------------------------------------
Horizon Group Properties, Inc. (HGP) (Nasdaq: HGPI), an owner,
operator and developer of factory outlet and power centers, has
acquired the controlling interest in the partnerships that own a
land development project in Huntley, Illinois.  The land is owned
by Huntley Development LP and Huntley Meadows Residential Venture.  
HGP acquired the interests in the Huntley Partnerships from an
affiliate of The Prime Group, Inc., for $9.3 million.  HGP funded
the acquisition with the proceeds of a loan from an affiliate of
Howard M. Amster, a director and significant shareholder of HGP.

HGP had acquired a 3.25% net profits interest in the Huntley
Partnerships and an option to purchase an additional 48.75%
interest in the Huntley Partnerships in connection with a $1.3
million loan made by HGP in March 2003 to an affiliate of Prime.  
Prime repaid $340,000 of the loan in conjunction with the sale of
the interests in the Huntley Partnerships, leaving a principal
balance of $500,000 on the loan.  Gary J. Skoien, Chairman,
President and Chief Executive Officer of HGP, is Executive Vice
President and Chief Operating Officer of Prime.  In connection
with his employment with Prime, Mr. Skoien had previously been
granted a net profits interest in the Huntley Partnerships, which
he retained.

Huntley, Illinois is a suburb of Chicago approximately 35 miles
northwest of O'Hare airport on Interstate 90.  Over the last
decade, the Northwest Tollway Corridor has been one of the fastest
growing areas in Chicagoland in terms of both household formation
and job creation. The development of the project is governed by a
zoning and annexation agreement with the Village of Huntley
executed in July 1992.

Starting in 1987, the Huntley Partnerships began assembling an
approximately 2,650-acre tract of vacant land located along the
north side of the Northwest Tollway at the intersection of Route
47.  The assembled parcel is the largest master-planned community
in the Midwest.  The Huntley Partnerships currently own
approximately 650 acres of land, 500 acres of which are zoned for
commercial and retail uses, with the remainder reserved for open
space, including roads.  The land includes approximately 3.0 miles
of tollway frontage and 1.5 miles of Route 47 frontage.

Projects completed or underway on land previously sold by the
Huntley Partnerships include the 1,650 acre Sun City residential
development owned by the Del Webb Corporation, a 350,000 square
foot manufacturing and distribution facility owned by Weber
Stephen Products Co., a 63,000 square foot grocery store and a
280,000 square foot outlet retail shopping center.  Started in
1998, Sun City Huntley is projected to contain over 6,000 homes of
which over 2,200 are occupied.

The Village of Huntley also created a Tax Increment Financing
District covering approximately 600 of the original 2,650 acres.  
The TIF District was authorized to issue up to $108.0 million of
tax-exempt, tax-increment bonds to reimburse the Huntley
Partnerships for a portion of its land cost and for the cost of
public infrastructure improvements.  To date the Huntley
Partnerships have spent $35 million on infrastructure.  $21  
million of these expenditures have been reimbursed from the sale
of Series A and B TIF bonds and $14 million is eligible for future
reimbursement.  The current tax increment is not large enough to
support the sale of additional TIF bonds. The Huntley Partnerships
also own the Series C TIF bonds which are subordinated to the
Series A and B bonds.  The Series C TIF bonds receive no current
cash distributions.

"The Huntley project represents a very exciting opportunity for
the Company," said Gary J. Skoien, Chairman, President and Chief
Executive Officer of HGP.  "The project is located in the
northwest corridor of Chicago which has historically been one of
the fastest growing areas of the market.  The projected gains from
future property sales fit well with our current accumulated net
operating tax losses.  In addition, this acquisition diversifies
the Company's real estate holdings which have been concentrated in
outlet shopping centers."

Based in Chicago, Illinois, Horizon Group Properties, Inc. has 9
factory outlet centers and one power center in 7 states totaling
more than 2.1 million square feet.

At the end of full-year 2002, Horizon Group's balance sheet shows
a total shareholders' equity deficit of about $8.7 million.


JPS INDUSTRIES: Gets Waiver of Covenant Breach Under Credit Pact
----------------------------------------------------------------
JPS Industries, Inc. (Nasdaq: JPST) announced results for the
second quarter and six months ended May 3, 2003.

For the second quarter of fiscal 2003, JPS reported a net loss of
$1.5 million on sales of $29.5 million compared with a net loss of
$0.1 million on sales of $31.9 million in the second quarter of
fiscal 2002. For the quarter, sales decreased 7.5%.

For the first six months of fiscal 2003, the Company reported a
net loss of $2.1 million on sales of $58.3 million compared with a
net loss of $0.6 million on sales of $59.1 million for the same
period in fiscal 2002.

Michael L. Fulbright, JPS's chairman, president, and chief
executive officer, stated, "Our second quarter results are
reflective of the depressed state of basic manufacturing in the
U.S. during the winter and early spring months. The main
components that contributed to our results were a considerable
softening in an already weak electronics market, price pressure
and product mix in our urethane products, and higher SGA cost
which reflect the absence of pension income that occurred in the
corresponding quarter last year. The solid performance in our JPS
Glass industrial products and good improvement in our Stevensr
Roofing Systems business were more than offset by weakness in
these other areas."

Commenting further, "While our second quarter was the most
difficult environment we have endured over the past two and one-
half years, our organization did an admirable job of containing
cost and had another solid performance managing inventories and
working capital in total. Our debt grew slightly from year end and
was entirely the result of a $1.5 million pension plan
contribution made during the quarter."

Charles R. Tutterow, JPS's executive vice president and chief
financial officer, stated, "At the end of the second quarter we
were out of compliance with the total debt to EBITDA (as defined)
covenant of our credit agreement. We have obtained a waiver for
this covenant violation and availability at the end of the quarter
remained above $12 million. During the second quarter we did not
record any additional income tax benefit for the net operating
losses incurred in the quarter. We will continue to monitor the
valuation allowance associated with the Company's deferred tax
asset."

In conclusion, Mr. Fulbright stated, "It would appear that we have
reached the bottom in each of our businesses and the respective
markets they serve. The question is when will commercial
construction, electronics, telecommunications and aerospace, which
together represent over sixty-five percent of our customer base,
return to a growth mode. While we may see marginal improvement in
some areas during the latter part of this year, it would be our
best judgment that any significant improvement would not begin
until some time during 2004."

JPS Industries, Inc. is a major U.S. manufacturer of extruded
urethanes, polypropylenes, and mechanically formed glass
substrates for specialty industrial applications. JPS specialty
industrial products are used in a wide range of applications,
including: printed electronic circuit boards; advanced composite
materials; aerospace components; filtration and insulation
products; surf boards; construction substrates; high performance
glass laminates for security and transportation applications;
plasma display screens; athletic shoes; commercial and
institutional roofing; reservoir covers; and medical, automotive
and industrial components. Headquartered in Greenville, South
Carolina, the Company operates manufacturing locations in Slater,
South Carolina; Westfield, North Carolina; and Easthampton,
Massachusetts.


KAISER ALUMINUM: Plan Filing Exclusivity Stretched thru July 31
---------------------------------------------------------------
Kaiser Aluminum Corporation and its debtor-affiliates obtained a
third extension of their Exclusive Periods. The Court gave the
Debtors the exclusive right to file and propose a Plan through and
including July 31, 2003 and the exclusive right to solicit
acceptances of that Plan from their creditors through and
including September 30, 2003. (Kaiser Bankruptcy News, Issue No.
28; Bankruptcy Creditors' Service, Inc., 609/392-0900)  


KMART CORP: Narrows First Quarter 2003 Net Loss to $862 Million
---------------------------------------------------------------
Kmart Holding Corporation (Nasdaq: KMRT) announced the Company's
financial results for the first quarter of fiscal 2003 and the
filing of its quarterly report on Form 10-Q with the Securities &
Exchange Commission.

For the 13 weeks ended April 30, 2003, Kmart reported a net loss
of $862 million, versus a net loss of $1.44 billion for the 13
weeks ended May 1, 2002.

Loss before interest, reorganization items, income taxes, and
discontinued operations was $32 million for the 13 weeks ended
April 30, 2003 versus a loss of $920 million for the first quarter
of last year. Last year's results include a charge of $542 million
recorded in the first quarter of 2002 in connection with the store
closing liquidation sales. This charge is included in cost of
sales, buying and occupancy in the accompanying unaudited
Condensed Consolidated Statements of Operations.

Net sales for the 13 weeks ended April 30, 2003, were $6.18
billion, a decrease of 13.9 percent from $7.18 billion in 2002. On
a same-store basis, sales declined 3.2 percent from the first
quarter of 2002.

Julian C. Day, President and Chief Executive Officer of Kmart,
said, "This management team is very focused on building the
financial foundation of the new Company. We are strengthening our
business by driving profitable sales, identifying opportunities to
further improve efficiency and reduce costs, and enhancing the
productivity of our assets. We have increased gross margin,
decreased SG&A and carefully managed our inventory. With the
strong support of our new Board of Directors, we will continue to
concentrate on increasing the long-term value of this enterprise."

As of April 30, 2003, Kmart had approximately $1.23 billion in
cash and cash equivalents, and borrowing availability of
approximately $1.5 billion on its $2 billion credit facility,
including outstanding letters of credit.

Gross margin increased $674 million to $1.42 billion, for the 13
weeks ended April 30, 2003, from $745 million for the 13 weeks
ended May 1, 2002. Gross margin, as a percentage of sales,
increased to 23.0 percent for the 13 weeks ended April 30, 2003,
from 10.4 percent for the 13 weeks ended May 1, 2002. The increase
in gross margin is primarily related to the previously mentioned
charge of $542 million recorded in the first quarter of 2002 in
connection with the store closing liquidation sales. In addition,
the Company's gross margin rate was favorably impacted by 2003
closing store liquidation sales, a decrease in sales of food and
consumables, which carry lower margins, and a decrease in
promotional markdowns, partially offset by the impact of clearance
markdowns.

Selling, general and administrative expenses, which includes
advertising costs (net of co-op recoveries of $69 million in
fiscal 2002) decreased $249 million for the 13 weeks ended
April 30, 2003, to $1.42 billion, or 23.0 percent of sales, from
$1.67 billion, or 23.3 percent of sales, for the 13 weeks ended
May 1, 2002. The dollar decrease in SG&A is primarily the result
of the closure of 283 stores in the second quarter of 2002 and
lower payroll and other related expenses in the first quarter of
2003 stemming from corporate headquarters cost reduction
initiatives. In addition, SG&A was favorably impacted by a
decrease in utility expenses and electronic media advertising, and
lower depreciation expense as a result of the impairment charge
recorded in the fourth quarter of fiscal 2002. These decreases
were partially offset by co-op recoveries recorded to SG&A in 2002
that are recorded to cost of sales, buying and occupancy in 2003,
resulting from the application of EITF 02-16, "Accounting by a
Customer (Including a Reseller) for Certain Consideration Received
from a Vendor," an increase in pension expense, and higher
premiums for our workers' compensation insurance.

                       Fresh Start Accounting

In connection with the Company's emergence from bankruptcy, the
consolidated financial statements apply the provisions of fresh
start accounting in accordance with Generally Accepted Accounting
Principles. Under fresh start accounting, a new reporting entity,
the "Successor Company," is deemed to be created, and the recorded
amounts of assets and liabilities are adjusted to reflect their
fair value. As a result, the reported historical financial
statements of the "Predecessor Company" for periods prior to April
30, 2003, as presented below, generally are not comparable to
those of the Successor Company.

In applying fresh start accounting, adjustments to reflect the
fair value of assets and liabilities, on a net basis, and the
write-off of the Predecessor Company's equity accounts resulted in
a charge of $5.6 billion. The restructuring of Kmart's capital
structure and resulting discharge of pre- petition debt resulted
in gain of $5.6 billion. The charge for the revaluation of the
assets and liabilities and the gain on the discharge of pre-
petition debt are recorded in Reorganization items, net in the
unaudited Condensed Consolidated Statement of Operations. In
addition, the excess of fair value of net assets over
reorganization value was allocated on a pro-rata basis and reduced
non-current assets (property and equipment, net), to $10 million
in accordance with GAAP.


KMART CORP: Four New Board Committees Organized  
-----------------------------------------------
The Board of Directors of Kmart Holding Corporation has
established four committees, whose members are:

     * Audit Committee

          -- Ann Reese, Chair,
          -- E. David Coolidge III and
          -- Brandon Stranzl;

     * Compensation and Incentives Committee

          -- Edward S. Lampert, Chair,
          -- Ann Reese and
          -- Thomas J. Tisch;

     * Corporate Governance Committee

          -- Steven T. Mnuchin, Chair,
          -- William Foss and
          -- Thomas J. Tisch; and

     * Finance Committee

          -- Edward S. Lampert, Chair,
          -- William C. Crowley,
          -- Julian C. Day and
          -- Steven T. Mnuchin.

Kmart Corporation is a mass merchandising company that serves
America through Kmart and Kmart SuperCenter retail outlets.


LODGENET ENTERTAINMENT: Prices $200MM Senior Sub. Notes Offering
----------------------------------------------------------------
LodgeNet Entertainment Corporation (Nasdaq: LNET) announced the
pricing and increase in size of its previously announced public
offering of senior subordinated notes.  The offering was priced at
par and will consist of $200 million of 9.50% Senior Subordinated
Notes due June 15, 2013.  Bear, Stearns & Co. is the sole book-
running manager of the offering, and UBS Investment Bank and CIBC
World Markets are acting as co-managers.

The notes will be redeemable at LodgeNet's option prior to
June 15, 2006 in the event of certain equity offerings, and
otherwise will be redeemable at LodgeNet's option commencing June
15, 2008 at specified redemption prices. The notes will be
subordinated to all of LodgeNet's present and future senior
indebtedness.

LodgeNet expects to use substantially all of the net proceeds of
the offering, which is expected to close on June 18, 2003 subject
to customary closing conditions, to repay outstanding
indebtedness.

Copies of the Prospectus relating to the offering may be obtained
from Bear, Stearns & Co. Inc., 383 Madison Avenue, New York, New
York 10179; (212) 272-2000.

LodgeNet has received the consent of the lenders under its senior
credit facility to permit the senior subordinated notes offering,
and to certain other amendments of the senior credit facility.
Among other things, the amendments increase LodgeNet's permitted
consolidated total leverage ratio, through the fourth fiscal
quarter of fiscal 2003, to a maximum of 5.0 times total debt to
EBITDA, as defined by the credit facility, and increase the upper
range of the interest rate for LIBOR-based loans incurred under
the revolving credit facility.

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, digital 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
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.


LUBY'S INC: May 7 Working Capital Deficit Stands at $116 Million
----------------------------------------------------------------
Luby's, Inc. (NYSE: LUB) announced the results of operations for
the third quarter of fiscal 2003, which ended May 7, 2003. Same-
store sales, after adjusting for stores closed during the third
quarter, declined by 3.2%. Total Company sales, excluding
discontinued operations, declined approximately 5.4% to $78.2
million for the third quarter of fiscal 2003 from $82.7 million a
year ago.

"The third quarter was dominated by the final planning for and
subsequent implementation of Luby's new Two-Year Business Plan,"
said Chris Pappas, President and CEO. "I am proud of the employees
throughout the Company that successfully began implementation of
this new plan while staying focused on the important job of
running our restaurants during this challenging time. This has
been an historically significant quarter for Luby's -- one that we
believe has positioned us for a healthier future."

On March 31, 2003, the Company announced a Two-Year Business Plan,
which involved the closure of approximately 50 underperforming
restaurants. The Company has already closed 31 restaurants as part
of the Plan. In the cases where the closed restaurants are located
on property owned by the Company, those properties will be sold to
pay down debt. For the foreseeable future during the time period
when the Company is operating the stores marked for closure and
the "core" stores that will remain in operation, the Company will
provide store-level cash flow margins (defined as sales minus food
cost, payroll, and occupancy and other expenses, as a percent of
sales) and quarterly comparisons (on a year-over-year basis) of
same-store sales for those "core" stores. For the third quarter of
2003, the "core" stores achieved a cash flow margin of 15.3% of
sales and experienced a decline of 2.7% in sales over the same
quarter last year.

The Company's prime costs (food and labor) increased as a
percentage of sales from 55.3% to 56.0%. The cost of food, which
increased from 25.5% last year to 27.6% this year, was partially
offset by a decrease in labor, from 29.9% last year to 28.4% this
year. The increase in food costs was related primarily to efforts
to implement value offerings for the customers, while the decrease
in labor costs was the result of a successful labor cost-control
program and lower workers' compensation expenses due to effective
in-house training and safety programs.

"We have focused over the past few quarters on controlling our
labor costs and have been successful," said Pappas. "We are
working closer with our suppliers to analyze purchasing
information and put that information in the hands of our area
leaders and restaurant managers. We are hopeful this program will
be as successful as the labor program has been."

The Company experienced higher general and administrative expenses
this quarter, in part from an increase of approximately $975,000
in professional fees that flowed from two specific events. First,
the Company conducted a fixed-asset cost segregation study related
to tax depreciation. Second, the Company paid fees to outside
consultants assisting in the continued negotiations with the
Company's bank group. There was also a one- time credit in officer
life insurance in the third quarter of 2002 totaling $216,000.
Excluding those items, the Company showed higher year-over-year
G&A because of the need to make investments in personnel to
improve the Company's labor and food costs and facilities
management.

As a result of the closure of restaurants due to the Plan, the
Company recognized two charges to its earnings. The first charge
of approximately $4.1 million -- shown as a provision for asset
impairments -- impacted the Company's Income (Loss) from
Operations. This provision includes computed write-downs to
currently operating restaurants marked for closure under the Plan.

The second charge of approximately $18.9 million -- shown as
Discontinued Operations -- included impairment charges of
approximately $16 million whereby applicable restaurants closed
during the third quarter were written down to their net realizable
value. Additional charges within Discontinued Operations included
operating losses from those closed locations and termination costs
associated with the implementation of the Plan to date, including
employee terminations, lease settlements, and carrying costs of
closed stores.

As noted above, the costs associated with restaurant properties
specified under the business plan were captured in the Provision
for Asset Impairments and Discontinued Operations. Combined, these
costs totaled $22.9 million of the Company's consolidated
quarterly results.

Sales for the first three quarters of fiscal 2003 were $234.3
million compared with $247.5 million for the same period last
year; revenues were lower in fiscal 2003 primarily due to store
closures. Excluding the effect of two additional days, same-store
sales declined $8.0 million, or 3.4%, over this period.

For the first three quarters of fiscal 2003, food cost increased
as a percent of sales to 28.0% from 25.2% in the prior year. This
is consistent with the quarter's food variance noted above.
Additionally, reductions in payroll and related costs also
occurred year-to-date for the same reasons as noted for the
quarter. Total prime costs as a percentage of sales fell to 57.4%
from 57.7% for the first three quarters of 2003 compared to the
first three quarters of 2002.

Luby's provides its customers with delicious, home-style food,
value pricing, and outstanding customer service at its restaurants
in Dallas, Houston, San Antonio, the Rio Grande Valley, and other
locations throughout Texas and other states. The Company operated
161 locations as of the end of the third fiscal quarter. Luby's
stock is traded on the New York Stock Exchange (symbol LUB).

Luby's, Inc.'s May 7, 2003 balance sheet shows that its total
current liabilities exceeded its total current assets by about
$116 million.

As reported in Troubled Company Reporter's May 27, 2003 edition,
Luby's (NYSE: LUB) said it had been notified by its subordinated
note holders, Chris and Harris Pappas, that as a result of the
ongoing default under the Company's senior indebtedness (bank
debt), the Company's subordinated debt held by the Pappases is
also in default. The bank debt default also has triggered an
automatic suspension of interest payments on the subordinated
debt.


MASONITE INT'L: S&P Ups Ratings to BB+ over Improved Financials
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on Masonite International Corp., to 'BB+' from 'BB'
on an improving operating profile and strengthening balance sheet.
Masonite had US$552.9 million in total debt outstanding at
March 31, 2003.

At the same time, the senior secured debt rating on the
Mississauga, Ontario-based interior and exterior door producer was
raised to 'BB+' from 'BB'. The outlook is stable.

"The ratings changes stem from an improved competitive profile
marked by the company's strengthening distribution network and
growth in door fabrication services that has enhanced revenues and
operating margins, and resulted in significant debt reduction and
strengthening credit parameters. Furthermore, the company has
demonstrated its ability to maintain healthy profitability and
credit measures, despite some softening in its primary markets, of
new construction and home renovation," said Standard & Poor's
credit analyst Clement Ma.

The ratings on Masonite reflect its leading market position in the
North American interior and exterior door market, and adequate
profitability and cash flow generation at current debt levels.
These are partially offset by the company's narrow product focus
in the production of doors and their related components.

With a market share of 35%-40%, the company is North America's
leading producer of both residential and commercial, interior and
exterior doors. Although a larger percent of production is used
for interior doors, the company is focused on building its
business in exterior entry systems and has, consequently, steadily
increased its line of products. Masonite's integrated sales force
andability to offer all door products to its customers has
improved its penetration at large home center retailers, including
the two largest in North America, which is reflected in its
revenue growth.

Nevertheless, Masonite is exposed to the cyclical volatility of
new construction and home renovation markets that, while not
identical, are both affected by economic conditions and consumer
confidence levels. The company's limited product diversity is
partially offset by a degree of geographic diversity, with
approximately 20% of revenues generated from outside of North
America.

Following a debt reduction of US$175 million in 2002, using free
cash flow and proceeds of US$100 million from the sale of the
Towanda, Pennsylvania, plant, Masonite improved its total-debt-to-
capitalization ratio to 49% at March 31, 2003. This has resulted
in financial ratios at March 31, 2003, that are healthy for the
ratings, with EBITDA interest coverage at 5.1x and rolling four-
quarter funds from operations to total debt at 27%. Nevertheless,
the company will continue using free cash flow to reduce debt and
engage in minimal debt financed acquisitions in the near term.

Masonite's moderate financial policy, and potential for growth and
margin improvement, should help the company maintain credit
metrics that are in line with the ratings.


MCSI INC: Court Approves $10 Mil. DIP Financing on Interim Basis
----------------------------------------------------------------
MCSi, Inc. received interim approval from the bankruptcy court for
$10 million in new financing through a "Debtor in Possession"
financing facility provided by certain of its existing lenders.
Pursuant to the court's order, $5 million (including $2.5 million
for letters of credit) will be immediately available under the
facility, with access to the remaining $5 million subject to final
court approval of the facility, which is scheduled for July 9,
2003. As part of the approval of the DIP facility, the Company
finalized its cash collateral arrangements previously agreed to by
its existing lenders.

Gordon Strickland, MCSi's President and Chief Executive Officer,
stated: "We believe the recently commenced restructuring
proceedings, together with the approval of these critical
financing arrangements, are important positive steps in MCSi's
restructuring process, and will help lead us, with the support of
our lenders, trade partners and employees, to achieve our goals of
increased efficiency and productivity and renewed financial
health. We continue to implement various restructuring
initiatives, and we continue to work on ongoing projects and fully
service customer requirements on an uninterrupted basis."

Mr. Strickland also noted that MCSi continues to engage in active
discussions with its lenders regarding a comprehensive, long-term
restructuring plan.

MCSi is a leading provider of state-of-the-art presentation,
broadcast and supporting network technologies for businesses,
churches, government agencies and educational institutions. From
offices located throughout the United States, MCSi draws on its
strategic partnerships with top manufacturers to deliver a
comprehensive array of audio, display and professional video
innovations. MCSi also offers proprietary systems pre-engineered
to meet the need for turnkey integrated solutions.

As a full service provider of enterprise wide technology
solutions, MCSi complements its product offerings with a
design/build approach that includes consultation, design
engineering, product procurement, systems integration, end-user
training and post sales support. MCSi's value-added service
approach, made seamless by the ongoing exchange between customers
and representatives from its strategic support teams, ensures that
customers receive dedicated attention and long-term commitment to
support their investment. Additional information regarding MCSi
can be obtained by visiting http://www.mcsinet.com


MCSI INC: U.S. Trustee Appoints 7-Member Creditors' Committee
-------------------------------------------------------------
The United States Trustee for Region 4 appointed seven creditors
to serve on an Official Committee of Unsecured Creditors in MCSi,
Inc.'s Chapter 11 cases:

       1) Sharp Electronics Corporation
          Sharp Plaza
          Mahwah, NJ 07430
          Attn: John de Zutter, Director, Credit Administration
          Phone: 201-529-8520
          Fax: 201-529-9626
          Email: john.dezutter@sharpusa.com

       2) Hitachi America, Ltd.
          2000 Sierra Point Parkway, MS:270
          Brisbane, CA 94005
          Attn: Darryl D. Chiang, Corporate Counsel
                Eric Costiniano, Credit Mgr.
          Phone: 650-244-7269
          Fax: 650-244-7340
          Email: darryl.chiang@hal.hitachi.com

        3)Microwave Radio Communications
          101 Billerica Avenue, Bldg. 6
          N. Billerica, MA 01862
          Attn: Robert J. Lungo, V.P. Finance
          Phone: 978-671-5700
          Fax: 978-671-5800
          Email: blungo@mrcbroadcast.com

       4) Draper, Inc.
          411 S.Pearl Street
          Spiceland, IN 47385
          Attn: Gary J. Knowles, CFO
          Phone: 765-987-7999, ext. 381
          Fax: 765-987-1669
          Email: gknowles@draperinc.com

       5) Extron Electronics
          1230 South Lewis Street
          Anaheim, CA 92805
          Attn: Ron Erickson, Credit Mgr.
          Phone: 714-491-1593 ext.6359
          Fax: 714-491-1503
          Email: rerickson@extron.com

       6) Smart Technologies Corporation
          Number 600, 1177-11th Avenue S.W.
          Calgary, Alberta, CANADA
          Attn: Nancy Macnab, V.P., Finance/CFO
          Phone: 403-228-8532
          Fax: 403-245-0366
          Email: nancymacnab@smarttech.com
          barbaramunroe@smarttech.com

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

MCSi, Inc., a provider of Audio/Visual products and systems
integration services, filed for chapter 11 protection on June 3,
2003 (Bankr. Md. Case No. 03-80169).  Aryeh E. Stein, Esq., Paul
Nussbaum, Esq., Martin T. Fletcher, Esq., and Dennis J. Shaffer,
Esq., at Whiteford, Taylor & Preston LLP represent the Debtors in
their restructuring efforts.  When the Company filed for
protection from its creditors, it listed $181,058,000 in total
assets and $155,590,000 in total debts.


MESA AIR: Report Certain Executive Management Group Promotions
--------------------------------------------------------------
Mesa Air Group, Inc. (Nasdaq: MESA), announced certain executive
management group promotions.  Eric Gust, currently the Company's
Director of Safety and Regulatory Compliance, has been promoted to
Vice President of Safety and Regulatory Compliance.  Gust joined
Mesa in 1995 as a Mechanic and Inspector.  Gust was promoted to
Airworthiness Auditor in 1997 and shortly thereafter became a line
qualified pilot on the Beech 1900.  Gust was promoted to Director
of Safety and Regulatory Compliance in 2001.  In addition, Gust
currently holds Captain Qualifications on the Canadair Regional
Jet.  Gust received a BS in Aviation Management at Denver
Metropolitan State College.

Zakaullah Khogyani has been named Mesa Airlines Director of System
Operation Control.  Khogyani has served in a number of positions
since joining Mesa in 1995 as a first officer on the Beech 1900
including Operations Auditor in 1997, Regional Chief Pilot also in
1997, Certificate Chief Pilot in 2000 and most recently, Manager
of Flight Standards in 2002.  Khogyani has also been an Instructor
and Check Airman on the Beech 1900, Embraer and Canadair Regional
Jets.  Khogyani received his BS from Embry-Riddle Aeronautical
University.

"Each of these individuals brings a tremendous amount of
experience and knowledge to their new positions.  These changes
will better position the Company to successfully implement the
growth we have planned at Mesa over the next three years," said
Jonathan Ornstein, Mesa Air Group's Chairman and Chief Executive
Officer.

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


METROMEDIA FIBER: Reaffirms Commitment to Web Hosting Business
--------------------------------------------------------------
As several large players announce their departure from the web
hosting and collocations business, AboveNet, Metromedia Fiber
Network, Inc.'s recently announced brand name and planned company
name upon emergence from bankruptcy, reaffirms its commitment to
the sector and demonstrates this commitment with an offer to
customers affected by the pending closings. The Company's "Move to
a Better Place" promotion provides customers with a long-term
alternative to the unsettled environment of a data center targeted
for closure.

"As Cable and Wireless and Sprint prepare to leave the web hosting
and collocation market, AboveNet is a great position to
accommodate customers being displaced," said Tom Byrnes, Company
Senior Vice President of Sales and Marketing. "We believe this
market change provides an excellent opportunity for us to grow our
business. We have continued to affirm our commitment to this space
and are doing it again today without reservation."

The AboveNet "Move to a Better Place" promotion bundles basic web
hosting needs into a single, convenient package. Customers can get
rack space, Internet connectivity, CPS-conditioned "clean" power,
and IP bandwidth from a tier one services provider at an
affordable bundled price. To ease this time of transition between
data centers, the Company provides customers with end-to-end
management, support and technical service for a smooth and
seamless transition between facilities with little or no down
time. In addition, customers have access to a broad portfolio of
enhanced managed hosting services, as well as the superior
AboveNet IP network.

A leader in the industry, AboveNet data centers set the highest
specifications in commercial design second only to the United
States government in security and fault tolerance standards. With
a commitment to providing uninterrupted service to its customers,
AboveNet data centers are built and operated to withstand natural
disasters, security attacks (physical and cyber), power outages,
and networking and computing failures. AboveNet data centers offer
mechanical systems with multiple levels of redundancy; superior
cooling systems that ensure ambient temperatures do not affect
computing power; advanced Continuous Power Supply (CPS) and
distribution systems that protect against commercial power grid
fluctuations and service interruptions; a Very Early Smoke
Detection Alarm (VESDA) that constantly samples the air for
dangerous particles; biometric authentication and round- the-clock
surveillance.

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

On May 20, 2002, Metromedia Fiber Network, Inc. and most of its
domestic subsidiaries commenced voluntary Chapter 11 cases in the
United States Bankruptcy Court for the Southern District of New
York. The Company has requested a hearing on confirmation of its
plan of reorganization on August 21.

Metromedia Fiber Network's 10.000% bonds due 2008 (MFNX08USR1) are
trading at about 6 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=MFNX08USR1for  
real-time bond pricing.


MISSION RESOURCES: Closes $12.5 Million Working Capital Facility
----------------------------------------------------------------
Mission Resources Corporation (Nasdaq:MSSN) has amended and
restated its existing senior secured credit agreement to add a
three-year revolving credit facility of up to $12.5 million,
including a letter of credit sub facility of up to $3.0 million.
The proceeds of the revolving credit facility are to be used to
finance the Company's ongoing working capital and general
corporate needs. Currently, there are no funds drawn under the
revolving credit facility. For a more detailed discussion of the
terms of the revolving credit facility, please refer to the Form
8-K filed regarding this transaction.

The terms of the existing $80.0 million term loans made to the
Company pursuant to its existing senior secured credit agreement
have not materially changed in connection with the addition of the
revolving credit facility except that the Company must have excess
availability (as defined in the amended and restated credit
agreement) of $5.0 million before certain prepayments may be made
on the term loans.

"Closing on our revolving credit facility was an important step
toward the Company's return to financial strength. We have made
significant progress in our efforts to recapitalize Mission's
balance sheet and in implementing our growth program," said Robert
L. Cavnar, Mission's chairman, president and chief executive
officer. "We are pleased with our results so far and are
aggressively executing our plans."

Additionally, the Company announced that on June 5, 2003, Mission
had its scheduled hearing before a Nasdaq Listing Qualifications
Panel to review the Company's appeal of a Nasdaq Staff
Determination to delist the Company's common stock from The Nasdaq
National Market. The Company presented its business plan for
achieving and sustaining compliance with the Nasdaq Marketplace
Rules. Mission expects a decision to be made in the next few
weeks.

Mission also announced updated progress on its 2003 Drilling
Program. The status of the thirteen wells in the 2003 Drilling
Program is as follows:

     -- Three wells are drilling.

     -- Two wells are being completed.

     -- Seven wells are to begin drilling by July 1st.

     -- One well was plugged and abandoned. Mission's working
          interest in this offshore well was 1.2% and total cost
          incurred was less than $100,000.

The Company will provide further updates on the 2003 Drilling
Program as information becomes available.

Mission Resources Corporation is a Houston-based independent
exploration and production company that drills for, acquires,
develops and produces natural gas and crude oil in the Permian
Basin of West Texas, along the Texas and Louisiana Gulf Coast and
in the Gulf of Mexico.

                         *    *    *

As reported in Troubled Company Reporter's April 22, 2003 edition,
Standard & Poor's Ratings Services withdrew its ratings on oil
exploration and production company Mission Resources Corp. In
addition, the ratings on Mission's senior subordinated notes due
2007 were also withdrawn.

Standard & Poor's most recent corporate credit and subordinate
ratings were 'CCC+' and 'CCC-', respectively, reflecting the
ratings downgrade on April 1, 2003. The ratings prior to
withdrawal reflected Mission's limited liquidity, diminished
financial flexibility, and weak asset coverage.


NASH FINCH: S&P Raises Junk Corporate Credit Rating to B+
---------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on Nash Finch
Co.'s corporate credit to 'B+' from 'CCC-'. The ratings were
removed from CreditWatch with developing implications, and a
stable outlook was assigned. Approximately $325 million of rated
debt is affected by this action.

"The rating action is based on the company's successful resolution
of its accounting issues relating to vendor rebates, which allowed
the company to file its third-quarter 2002 Form 10-Q, fiscal 2002
Form 10-K, and first-quarter 2003 Form 10-Q financial statements,"
said credit analyst Patrick Jaffrey. The filings satisfied the
default declared by the trustee for the company's senior
subordinated notes. The ratings also reflect weak same-store sales
trends of negative 11% over the past two quarters because of the
competitive supercenter openings, the weakened economy, and
aggressive promotional pricing by competitors.

The ratings on Minneapolis, Minneapolis-based Nash Finch reflect
its participation in the highly competitive food wholesaling and
supermarket industries, in which it competes with much larger
operators: therefore, Nash Finch must continue to improve
operating efficiencies and service levels, because it is very
difficult to compete on price. These risks are somewhat mitigated
by the company's stabilized distribution business over the past
three years, and leading market positions in many upper-Midwest
markets.

Standard & Poor's expects Nash Finch's growth strategy primarily
to be focused on the retail segment, which is about 27% of total
sales, with food distribution accounting for 47%, and the military
food distribution segment accounting for the remaining 26%. Retail
segment growth is expected to come from acquisitions and new
stores. Acquisitions likely will be "fill-ins" in markets in the
upper-Midwest. Nash Finch also is expected to continue to open new
stores, primarily under its extreme-value Buy 'n' Save banner, and
its Avanza banner, serving the rapidly growing Hispanic
population. The focus on retail also should help the company's
wholesale business by locking in volume. Both the food
distribution and military segments are expected to decrease as a
percentage of the company's total sales over the next three years,
as retail operations grow.

Despite strong credit protection measures for the rating, Standard
& Poor's believes weak same-store sales trends in Nash Finch's
retail segment may continue because of the weakened U.S. economy
and significant competitive store openings. Credit protection
measures could be hurt if the company is unable to improve sales
and continue to improve operating efficiencies and reduce costs.


NATIONAL CENTURY: Proposes Dickenson Sale Bidding Procedures
------------------------------------------------------------
To maximize the value of the Dickenson Hospital, National Century
Financial Enterprises, Inc., and its debtor-affiliates ask Judge
Calhoun to approve the proposed competitive bidding procedures and
sale notice.

Joseph M. Witalec, Esq., at Jones, Day, Reavis & Pogue, in
Columbus, Ohio, tells the Court the Debtors will file and serve a
notice of the proposed sale of the Dickenson Hospital and a
scheduled auction no later than five business days after the Court
enters its order approving the Competitive Bidding Procedures.  
The Sale Notice will describe:

    -- the Property,

    -- the $1,830,500 minimum acceptable competing bid for the
       Property,

    -- the $200,000 minimum bidding increment for the Auction
       Sale,

    -- the Buyer's and other parties' rights to participate in
       the Auction Sale and to make higher and better offers, and

    -- a description of the Competitive Bidding Procedures.

The Sale Notice will be provided to all parties who have expressed
an interest in the Property, as well as through publication in an
appropriate industry-based periodical or website.

The proposed Competitive Bidding Procedures are:

    (a) Only pre-qualified bidders will be entitled to submit a
        bid to purchase the Dickenson Hospital for at least the
        Minimum Bid and otherwise on the terms and conditions set
        forth in the Sale Agreement at the Auction Sale.

        In order to be a Qualified Bidder, an entity must, on or
        before 12:00 noon prevailing Eastern Time on the day that
        is two business days prior to the date of the Auction
        Sale, provide:

        (1) a deposit in the form of a cashier's or certified
            check or a letter of credit in the amount equal to 10%
            of the Purchase Price;

        (2) a fully executed purchase agreement, in a form to be
            provided by the Debtors, which agreement will
            substantially conform to the Sale Agreement, except as
            to price, the deposit amount and the due diligence
            period provided for in the Sale Agreement; and

        (3) a detailed description of the sources and relevant
            amounts of equity or debt financing.  If financing
            will be provided by external sources, a bidder must
            include copies of relevant commitment letters and
            identify the individuals at the financing institutions
            so that the Debtors may contact them;

    (b) Nothing in the Bidding Procedures will impair the right of
        any creditor whose claim is secured by a lien against the
        Dickenson Hospital to bid at the Auction Sale, and if a
        creditor purchases the Dickenson Hospital, that creditor
        may offset its claim against the purchase price.  If it is
        ever determined that the creditor does not hold an allowed
        claim that is properly secured by a valid lien against the
        Dickenson Hospital subsequent to the Auction Sale, no
        offset will be deemed to have occurred, and the Debtors
        will be entitled to payment of the purchase price from the
        creditor immediately after its determination;

    (c) Copies of all written offers received by the Debtors, in
        care of David Coles, the Debtors' chief executive officer,
        from a Qualified Bidder will be promptly provided to
        counsel to the Creditors' Committee and counsel to the
        Subcommittees;

    (d) The Debtors will conduct the Auction Sale, which will take
        place by open bidding and presided over by the Debtors.
        Bidding at the Auction Sale will be limited to Qualified
        Bidders.  Commencing with the highest bid submitted by a
        Qualified Bidder to purchase the Dickenson Hospital,
        competitive bidding among the two or more Qualified
        Bidders for the Dickenson will proceed in accordance with
        the Bidding Increment established, with each new bid being
        at least the Bidding Increment higher than the previous
        highest bid received, with the competitive bidding to
        continue until 5:00 p.m. on the day of the Auction Sale,
        if necessary;

    (e) The Auction Sale of the Dickenson will be on an "as is"
        and "where is" basis and will be without representations
        or warranties of any kind or nature whatsoever, except as
        set forth in the Sale Agreement.  Each Qualified Bidder
        will be deemed to have conducted its own due diligence in
        connection with the Auction Sale and purchase of the
        Hospital, and to be relying on its own review and
        independent investigation, or to have waived its right to
        conduct due diligence, whether or not the Qualified Bidder
        did, in fact, conduct any due diligence;

    (f) All bids for the Dickenson Hospital must be on a cash
        basis.  Further, the bid of any Qualified Bidder will not
        be subject to any contingency whatsoever, except for Court
        approval and as may be contained in the Sale Agreement,
        and any competing offer must be fully financed and may not
        have a financing contingency.  All competing offers must
        include a detailed description of the sources and relevant
        amounts of equity or debt financing.

        Any offer must state that it constitutes a binding offer
        and that it will remain in effect through the date of
        closing of the Hospital sale and the bidder is prepared to
        consummate the transaction three business days after the
        sale order becomes a final, non-appealable order;

    (h) At the conclusion of the Auction Sale, the Debtors will
        determine the highest and best offer for the Dickenson
        Hospital;

    (i) The Bidder Deposit submitted by a Qualified Bidder that is
        not the Successful Bidder will be returned to the
        Qualified Bidder within two business days after the
        closing of the Dickenson Hospital sale to the Successful
        Bidder;

        The Bidder Deposit submitted by a Qualified Bidder that is
        the Successful Bidder will be retained by the Debtors as a
        credit against the winning bid.  In the event that the
        Successful Bidder whose bid is approved by the Court fails
        to close the purchase of the Dickenson Hospital without
        just cause, the Bidder Deposit of the Successful Bidder
        will immediately become property of the Debtors' estates;

    (j) In the event the Successful Bidder fails to close its
        purchase of the Hospital pursuant to the Sale Agreement
        and the Sale Order, the Qualified Bidder who submitted the
        second highest competing bid at the Auction Sale will be
        deemed to be the Successful Bidder and will be obligated
        to close its proposed purchase of the Hospital on the
        terms and conditions of its last bid;

    (k) The closing of the sale to the Successful Bidder will take
        place on the third business day after the Sale Order
        becomes a final, non-appealable order or as soon
        thereafter as practicable, provided all terms and
        conditions of the Sale Agreement are satisfied; and

    (l) All prospective bidders may contact Jim Dubow at Alvarez &
        Marsal, Inc., 6125 Memorial Drive, Dublin, Ohio, 43017,
        telephone: (614) 789-1474, email:
        jdubow@alvarezandmarsal.com to obtain financial and other
        information regarding the Dickenson Hospital, the Sale
        Agreement and related documents. (National Century
        Bankruptcy News, Issue No. 18; Bankruptcy Creditors'
        Service, Inc., 609/392-0900)


NEW WORLD RESTAURANT: S&P Drops Ratings Down to Default Level
-------------------------------------------------------------  
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured ratings on quick-casual restaurant operator New
World Restaurant Group Inc. to 'D' from 'CCC-'.

All ratings were removed from CreditWatch, where they had been
placed May 20, 2003.

"The downgrade is based on the company's failure to repay its $140
million senior secured notes that matured June 15, 2003," said
Standard & Poor's credit analyst Robert Lichtenstein.

New World is currently in the process of marketing a new debt
offering to replace the existing notes. As previously stated on
May 23, 2003, if the company is able to complete the offering,
Standard & Poor's will assign its 'B-' rating to New World's
proposed $160 million senior secured notes, provided that there
have been no material changes to the terms of the debt offering or
business of the company.


NEXTEL COMMS: Will Redeem All 13% Series D Preferred Shares
-----------------------------------------------------------
Nextel Communications Inc. (NASDAQ:NXTL) will redeem all
outstanding shares of its 13% Series D Exchangeable Preferred
Stock, the highest yield security in Nextel's capital structure,
which had a total liquidation preference at March 31, 2003 of $463
million.

The redemption is being made pursuant to the terms of the
preferred stock, which is redeemable at Nextel's option at a
redemption price, as of July 15, 2003, equal to $1,032.50 per
share plus an amount equal to accrued but unpaid dividends on the
shares. The elimination of the Series D preferred stock from
Nextel's capital structure will reduce Nextel's annual preferred
dividend obligations by about $60 million. The redemption date has
been set for July 15, 2003, and the company will fund the
redemption from its existing cash resources.

"This move is another important step forward in Nextel's efforts
to further strengthen our balance sheet, improve our credit
profile and enhance free cash flow," said Nextel Executive Vice
President and Chief Financial Officer Paul Saleh.

Nextel Communications, a Fortune 300 company based in Reston, Va.,
is a leading provider of fully integrated wireless communications
services and has built the largest guaranteed all-digital wireless
network in the country covering thousands of communities across
the United States. Nextel and Nextel Partners, Inc. currently
serve 198 of the top 200 U.S. markets. Through recent market
launches, Nextel and Nextel Partners service is available today in
areas of the U.S. where approximately 240 million people live or
work.

                        *     *     *

As reported in the Troubled Company Reporter's March 12, 2003
edition, Fitch Ratings revised the Rating Outlook on Nextel
Communications Inc. to Positive from Stable. The Positive
Outlook applies to Nextel's senior unsecured note rating of
'B+', the senior secured bank facility of 'BB' and the preferred
stock rating of 'B-'. The Positive Outlook reflects Fitch's view
that favorable financial and operating trends will continue over
the next several quarters based on the positive momentum produced
from the following factors during 2002:

      -- The significant improvement in operating performance
         through strong cost containment, low churn and solid
         ARPUs despite a somewhat unfavorable climate within the
         wireless industry and a weak economic environment.

      -- The reduction in financial risk due to the repurchase
         of $3.2 billion in debt and associated obligations.

      -- A strong competitive position relative to other
         operators due to the unique push-to-talk application
         that allows Nextel to target higher-value and lower
         churn business users.


NEXTEL PARTNERS: Commences 8-1/8% Senior Notes Private Placement
----------------------------------------------------------------
Nextel Partners, Inc. (Nasdaq:NXTP) has entered into an agreement
to sell $450 million of 8-1/8% Senior Notes due July 1, 2011, in a
private placement transaction pursuant to Rule 144A and Regulation
S. The Company intends to use the net proceeds from this offering
to finance its previously announced cash tender offer for its 14%
Senior Discount Notes due 2009 and for general corporate purposes.
The offering is expected to close on or about June 23, 2003.
Closing of the offering is subject to customary conditions.

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

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

As previously reported, Standard & Poor's Ratings Services
assigned its 'CCC+' rating to the $150 million convertible senior
notes due 2008 offered under Rule 144A with registration rights by
Kirkland-Washington-based wireless service provider Nextel
Partners Inc.  

Standard & Poor's also affirmed its 'B-' corporate credit rating
on the company. The outlook remains stable.


NRG ENERGY: Asks Court to Fix De Minimis Asset Sale Procedures
--------------------------------------------------------------
In the day-to-day operations of their businesses, NRG Energy,
Inc., and its debtor-affiliates maintain a diverse array of
assets, including real, personal and intangible property.  The
Debtors anticipate that, during the pendency of these cases, they
will attempt to sell a number of these assets that are either
unproductive or non-essential.

Matthew A. Cantor, Esq., at Kirkland & Ellis, in New York, relates
that these sales will involve non-core assets that, in most cases,
are of relatively de minimis value compared to the NRG Companies'
total asset base.  Nevertheless, many of these asset sales may
constitute transactions outside of the ordinary course of the
Debtors' businesses that typically would require individual Court
approvals.

Mr. Cantor refutes that requiring Court approval of each the
miscellaneous asset sale would be administratively burdensome to
the Court and costly for the Debtors' estates, especially in light
of the small size of the assets involved in these transactions
compared to the overall value of the estates.  To lessen these
burdens and costs, the Debtors ask Judge Beatty to approve the
procedures to complete small asset sales falling within certain
specified economic parameters.  The Debtors propose to utilize the
Miscellaneous Sale Procedures to obtain more expeditious and cost-
effective review by interested parties of certain sales involving
smaller, less valuable, non-core assets.

Accordingly, the Debtors sought and obtained the Court's authority
to implement the Miscellaneous Sales Procedures, which includes
these provisions:

(A) Transactions Subject to the Miscellaneous Sale Procedures

     (1) The Miscellaneous Sale Procedures will apply only to
         asset sale transactions involving, in each case, the
         transfer of $2,000,000 or less in total consideration,
         as measured by the amount of cash and other
         consideration to be received by the Debtors on account
         of the assets to be sold, including aggregate cure costs
         in connection with the assumption and assignment of any
         related executory contracts and unexpired leases;

     (2) The Debtors will be permitted to sell assets that are
         encumbered by liens, encumbrances or other interests,
         only if those liens and other interests are capable of
         monetary satisfaction or the holders of those liens and
         interests consent to the sale; and

     (3) The Debtors will be permitted to sell assets co-owned by
         a Debtor and a third party pursuant to the Miscellaneous
         Sale Procedures only to the extent that the co-owner
         consents or the sale does not violate Section 363(h) of
         the Bankruptcy Code.

(B) Notice and Opportunity to Object

     The Debtors will file with the Court and serve a notice of
     the Proposed Sale by overnight delivery on:

     -- the U.S. Trustee for the Southern District of New York;

     -- counsel to any official committee appointed in these
        Chapter 11 cases;

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

     -- counsel to the Ad Hoc Committees;

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

     -- counsel to the Debtors' proposed postpetition lenders;

     -- all other known parties holding or asserting liens on or
        other interests in the assets that are the subject of the
        Proposed Sale, including any co-owners, and their
        counsel, if known;

     -- if applicable, the non-debtor parties to all executory
        contracts and unexpired leases that the Debtors propose to
        assume and assign in connection with the Proposed Sale and
        their counsel, if known; and

     -- all parties that have requested special notice in these
        Chapter 11 cases.

     The Sale Notice will include these information with respect
     to the Proposed Sale:

     (1) a description of the assets that are the subject of the
         Proposed Sale and their locations;

     (2) the identity of the non-debtor party or parties to the
         Proposed Sale and any relationships of the party or
         parties with the Debtors;

     (3) the identities of any parties holding liens on or other
         interests in the assets and a statement indicating that
         all the liens or interests are capable of monetary
         satisfaction;

     (4) the material economic terms and conditions of the
         Proposed Sale;

     (5) the executory contracts and unexpired leases, if any,
         that the applicable Debtor or Debtors propose to assume
         and assign in connection with the Proposed Sale and the
         related cure amounts that the applicable Debtor or
         Debtors propose to pay with respect to each contract or
         lease;

     (6) instructions consistent with the terms regarding the
         procedures to assert objections to the Proposed Sale; and

     (7) the Debtors' basis for believing the consideration for
         the sale is fair and equitable.

     Interested Parties will have through 5:00 p.m., Eastern Time
     on the 10th business day after the date of the Sale Notice to
     object to the Proposed Sale.  If no Objections are properly
     asserted prior to expiration of the Notice Period, the
     applicable Debtor or Debtors will be authorized, without
     further notice and without further Court approval, to
     consummate the Proposed Sale in accordance with the terms and
     conditions of the underlying contract or contracts.

(C) Objection Procedures

     Any Objections to a Proposed Sale must be in writing, filed
     with the Court and served on the Interested Parties and
     counsel to the Debtors.  Each Objection must state with
     specificity the grounds for objection.  If an Objection to a
     Proposed Sale is properly filed and served, the Proposed Sale
     may not proceed absent:

     -- written withdrawal of the Objection,

     -- entry of a Court Order approving the Proposed Sale, or

     -- the submission of a Consent Order.

     Any Objections may be resolved without a hearing by an order
     of the Court submitted on a consensual basis by the
     applicable Debtor or Debtors and the objecting party -- a
     Consent Order.  If an Objection is not resolved on a
     consensual basis, the applicable Debtor or Debtors may
     schedule the Proposed Sale and the Objection for hearing at
     the next available hearing date in these cases by giving at
     least 10 days' written notice of the hearing on the Proposed
     Sale to any objecting party.

(D) De Minimis Asset Sale Transactions

     The applicable Debtor or Debtors will be authorized, without
     the notice procedures otherwise required under the
     Miscellaneous Sale Procedures and without further notice and
     further Court approval, to consummate the De Minimis Sale for
     any asset sale transactions involving:

     -- the transfer of $250,000 or less in total consideration;

     -- no proposed assumption and assignment of any executory
        contracts; and

     -- no known parties other than any DIP Lenders holding or
        asserting liens or other interests in the assets that are
        the subject of the transaction.

(E) Intercompany Sales

     The Debtors also will be permitted to conduct intercompany
     ordinary course sales and transfers of assets with any member
     of the NRG Companies substantially in accordance with past
     practice without following the notice procedures otherwise
     required under the Miscellaneous Sale Procedures and without
     further notice and further Court approval.

(F) Reports on De Minimis Sales and Intercompany Sales

     Within 45 days after the end of each full three calendar
     months, the Debtors will provide the Interested Parties a
     report itemizing the assets sold and consideration received
     for each De Minimis Sale and intercompany sales.

(G) Effects Sale

     Buyers will take title to the assets free and clear of liens,
     claims, encumbrances and other interests, pursuant to Section
     363(f) of the Bankruptcy Code.

Mr. Cantor assures the Court that the approval of the
Miscellaneous Sale Procedures will maximize the net value realized
from sales of relatively immaterial or de minimis assets under the
circumstances of these cases.  These procedures will accommodate
the smooth and timely consummation of the ancillary asset sales.

In contrast, the usual process of obtaining Court approval of each
Proposed Sale within the scope of the Miscellaneous Sale
Procedures:

    (a) would impose unnecessary administrative burdens on the
        Court and usurp valuable Court time at omnibus hearings;

    (b) would create costs to the Debtors' estates that may
        undermine or eliminate the economic benefits of the
        underlying transactions; and

    (c) in some instances may hinder the Debtors' ability to take
        advantage of sale opportunities that are available only
        for a limited time. (NRG Energy Bankruptcy News, Issue No.
        4; Bankruptcy Creditors' Service, Inc., 609/392-0900)


OGLEBAY NORTON: Waiver for Senior Bank Debt Covenant Extended
-------------------------------------------------------------
Oglebay Norton Company (Nasdaq: OGLE) has extended the waiver from
its bank group for certain covenants of its senior secured bank
loan agreements. The waiver extension resets all covenant
restrictions through August 15, 2003. The Company is in
discussions with its senior bank group and its senior secured note
holder group on longer-term amendments to the various lending
agreements.

Oglebay Norton Company, a Cleveland, Ohio-based company, provides
essential minerals and aggregates to a broad range of markets,
from building materials and home improvement to the environmental,
energy and metallurgical industries. Building on a 149-year
heritage, our vision is to be the best company in the industrial
minerals industry. The company's Web site is located at
http://www.oglebaynorton.com


ORGANOGENESIS: Inks Sales & Marketing Support Pact with Apligraf
----------------------------------------------------------------
Organogenesis Inc., has entered into an agreement with PDI Inc.
for the marketing and promotion of Apligraf(R) living, bi-layered
skin substitute, the company's lead product. The agreement becomes
effective June 18, 2003, when the company's current long-term
marketing and distribution arrangement with Novartis Pharma AG
terminates.

As part of this new arrangement, PDI's national wound-care sales
and marketing team will market and promote Apligraf, and PDI's
current team of wound care nurses will provide after sales
clinical support for practitioners using Apligraf. Under the terms
of the agreement, PDI will receive a fee with the potential to
earn incentives based on performance.

Gary S. Gilheeney, Organogenesis Chief Operating Officer, said:
"Entering into this agreement with PDI is an important milestone
for Organogenesis and a key step in effecting the transition of
Apligraf marketing and sales functions from Novartis. We fully
appreciate the importance of Apligraf to patient's health and
believe that PDI's efforts will enhance our ability to provide
Apligraf to our customers and patients."

Organogenesis was the first company to develop and gain FDA
approval for a mass-produced product containing living human
cells. Apligraf has received FDA approval for the treatment of
diabetic foot ulcers and venous leg ulcers.

PDI is an innovative commercial sales and marketing provider to
the biopharmaceutical, medical devices and diagnostics industries.

Since September 25, 2002, Organogenesis has been operating as a
debtor-in-possession under protection of the US Bankruptcy Code.


OWENS-ILLINOIS: Certain Units Arrange $1.9BB Credit Facilities
--------------------------------------------------------------
Owens-Illinois, Inc. (NYSE: OI) announced that certain of its
subsidiaries have entered into senior secured credit facilities
totaling $1.9 billion.  The new facilities consist of a $600
million revolving credit facility and a $460 million A term loan,
which have a maturity date of April 1, 2007, and an $840 million B
term loan, which has a maturity date of April 1, 2008.  Proceeds
from borrowings under the amended and restated facilities will be
used to repay all amounts outstanding under the company's $1.9
billion credit facility, which had been scheduled to mature on
March 31, 2004.

Borrowings under the facilities continue to be secured by
substantially all the assets of the company's domestic
subsidiaries and certain foreign subsidiaries.  Borrowings under
the new facilities are also secured by a pledge of the
intercompany debt and equity in most of the domestic subsidiaries
and certain stock in certain foreign subsidiaries.

All-in pricing on the facilities is Libor (the London interbank
offered rate) plus 325 basis points, an increase of 75 basis
points.  Covenants in the new facilities enable the subsidiaries
and the company to continue to operate existing businesses on a
day-to-day basis consistent with past practice.

Owens-Illinois is the largest manufacturer of glass containers in
North America, South America, Australia and New Zealand, and one
of the largest in Europe. O-I also is a worldwide manufacturer of
plastics packaging with operations in North America, South
America, Europe, Australia and New Zealand. Plastics packaging
products manufactured by O-I include consumer products (blow
molded containers, injection molded closures and dispensing
systems) and prescription containers.

As reported in Troubled Company Reporter's April 25, 2003 edition,
Fitch Ratings assigned a 'BB' rating to Owens-Illinois' (NYSE:
OI) $450 million senior secured notes and a 'B+' rating to its
$350 million senior notes offered in a private placement. The
senior secured notes are due 2011 and the senior notes are due
2013. The Rating Outlook remains Negative.

The rating and Outlook incorporate OI's high leverage position,
refinancing requirements, and asbestos exposure. Total debt
outstanding was $5.3 billion at year-end. OI has retained high
leverage as a result of a number of meaningful acquisitions as
well as high levels of asbestos payments. The backlog of cases and
associated cash outflows continue to trend down (OI spent $221.1
million in asbestos-related payments in 2002, a 10% decline from
2001) and management anticipates asbestos payments will fall
moderately over the next couple of years. OI's bank debt was paid
down to $3 billion in January 2002 and was further reduced with
the additional issuance of senior secured notes offered in
November and December 2002. After the transactions, approximately
$1.3 billion of bank debt, $2.1 billion of senior secured notes
and $1.4 billion of senior notes are outstanding.


PAMECO CORP: US Trustee Appoints Official Creditors' Committee
--------------------------------------------------------------
The United States Trustee for Region 2 appointed five creditors to
serve on an Official Committee of Unsecured Creditors in Pameco
Corporation's Chapter 11 cases:

       1. Diversitech Corporation
          2530 Lantrac Court Decatur
          Georgia 30035
          Attn: Raymond M. Hamilton, CAO
          Tel. No. (770) 593-9138

       2. Motors & Armatures, Inc.
          250 Rabro Drive East Hauppauge
          New York 11788
          Attn: Therese DeAngelis, CFO
          Tel. No. (973) 740-1200

       3. Atco Rubber Products, Inc.
          7101 Atco Drive Fort Worth
          Texas 76118
          Attn: Randel Calaway, CFO
          Tel. No. (817) 595-2894

       4. Rheem Manufacturing Co.
          c/o Lowenstein Sandler, PC
          65 Livingston Avenue Roseland
          New Jersey 07068
          Attn: Sharon L. Levine, Esq.

       5. Honeywell International, Inc.
          101 Columbia Road Morristown
          New Jersey 07962
          Attn: Elizabeth Stairs, General Counsel
          Tel. No. (973) 455-2151
     
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense. They may investigate the Debtors' business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent. Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest. If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee. If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

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: Looks to FTI Consulting for Financial Advice
-------------------------------------------------------------
Paper Warehouse, Inc., sought and obtained approval from the U.S.
Bankruptcy Court for the District of Minnesota to retain and
employ FTI Consulting, Inc., as its Financial Advisors.

The Debtor relates that on May 15, 2003, FTI was engaged to
provide restructuring and financial advisory services to the
Debtor. Since then, FTI has developed a great deal of
institutional knowledge regarding the Debtor's operations,
finances and systems. Such experience and knowledge will be
valuable to the Debtor in its efforts to reorganize.

Accordingly, the Debtor retain FTI to provide:

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

     b) assistance to the Debtor with information and analyses
        required pursuant to the Debtor's Debtor-In-Possession
        financing including, but not limited to, preparation for
        hearings regarding the use of cash collateral and DIP
        financing;

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

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

     e) assistance and advice to the Debtor with respect to the
        identification of core business assets and the
        disposition of assets or liquidation of unprofitable
        operations;

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

     g) assistance regarding the valuation of the present level
        of operations and identification of areas of potential
        cost savings, including overhead and operating expense
        reductions and efficiency improvements;

     h) assistance in the preparation of financial information
        for distribution to creditors and others, including, but
        not limited to, cash flow projections and budgets, cash
        receipts and disbursement analysis, analysis of various
        asset and liability accounts, and analysis of proposed
        transactions for which Court approval is sought;
     
     i) attendance at meetings and assistance in discussions
        with potential investors, banks and other secured
        lenders, the Creditors' Committee appointed in this
        chapter 11 case, the U.S. Trustee, other parties in
        interest and professionals hired by the same, as
        requested;

     j) analysis of creditor claims by type, entity and                
        individual claim, including assistance with development
        of a database to track such claims;

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

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

Robert J. Duffy, Senior Managing Director with FTI Consulting,
discloses the firm's hourly rates:

     Senior Managing Director            $525 - $595 per hour
     Directors / Managing Directors      $370 - $475 per hour
     Associates / Consultants            $185 - $365 per hour
     Administration / Paraprofessionals  $ 70 - $150 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).  
Michael L. Meyer, Esq., at Ravish Meyer Kirkman McGrath & Nauman
represents the Debtor in its restructuring efforts. As of May 2,
2003, the Company listed $20,763,924 in total assets and
$26,546,615 in total debts.


PHILIP SERVICES: Secures Nod to Pay Vendors' Prepetition Claims
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District Of Texas
approved Philip Services Corporation and its debtor-affiliates'
request to pay the prepetition claims of certain critical vendors,
suppliers and service providers.  The Debtors submit that these
critical vendors are necessary and critical to the continued
operation and viability of the Debtors' businesses.

The Debtors estimate that the amount of Prepetition Claims owing
to Critical Vendors is $20.15 million out of a total pool of
approximately $70.8 million.  As a condition to full payment of
their Prepetition Claims, the Critical Vendors must agree to
extend substantially comparable trade credit terms provided
prepetition.

The Critical Vendors fall generally in five broad categories:

     i) providers of hazardous waste disposal and supplies
        attendant, which disposal is governmentally regulated
        and where there are no other viable disposal options
        available - environmental division customers require
        that their hazardous waste is being properly disposed of
        (owed $7.7 million);

    ii) mechanics and materialmen's lien claimants (owed $2
        million);

   iii) providers of key software support and systems for
        operations at headquarters which support the entire
        company (owed $45,000);

    iv) key suppliers of scrap metals (owed $9.6 million); and

     v) providers of unique goods and services to the Debtors
        for which there are few or no alternatives (owed
        $730,000).

The Debtors argue these payments protect and preserve their
estates and the going concern value of their businesses by
preventing the loss or substantial impairment of critical business
relationships, the loss of essential suppliers and service
providers, and a very costly interruption of the Debtors' business
operations.

The Court finds that payment of the Critical Vendors is necessary
in this case to preserve the going concern value of Debtors'
businesses and to provide the opportunity for rehabilitation.
Without the ability to make such payments, the Debtors will not be
able to operate, and the Debtors will risk the loss of or
irreparable damage to critical business relationships with
customers and suppliers of critical goods and services.

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


PHOTRONICS: Files Registration Statement for 2.25% Notes Resales
----------------------------------------------------------------
Photronics, Inc. (Nasdaq: PLAB) announced that on June 6, 2003 it
filed with the Securities and Exchange Commission a registration
statement for resales by the holders of its 2.25% Convertible
Subordinated Notes Due 2008, $150 million principal amount of
which were previously issued.  The registration statement also
covers sales of the shares of its common stock issuable upon
conversion of the notes.  The notes were originally issued on
April 15, 2003 in a private placement to qualified institutional
buyers.  The filing of this registration statement is required by
the registration rights agreement entered into by Photronics with
the initial purchasers of the notes.

Photronics is a leading worldwide manufacturer of photomasks.  
Photomasks are high precision quartz plates that contain
microscopic images of electronic circuits.  A key element in the
manufacture of semiconductors, photomasks are used to transfer
circuit patterns onto semiconductor wafers during the fabrication
of integrated circuits.  They are produced in accordance with
circuit designs provided by customers at strategically located
manufacturing facilities in Asia, Europe, and North America.  
Additional information on the Company can be accessed at
http://www.photronics.com

A registration statement relating to these securities has been
filed with the Securities and Exchange Commission but has not yet
become effective. These securities may not be sold nor may offers
to buy be accepted before the time the registration statement
becomes effective.  

After the registration statement has been declared effective by
the SEC, copies of the final prospectus may be obtained from
Photronics at the following address:  Photronics, Inc., 15 Secor
Road, Brookfield, Connecticut 06804.

Photronics is a leading worldwide manufacturer of photomasks.  
Photomasks are high precision quartz plates that contain
microscopic images of electronic circuits.  A key element in the
manufacture of semiconductors, photomasks are used to transfer
circuit patterns onto semiconductor wafers during the fabrication
of integrated circuits.  They are produced in accordance with
circuit designs provided by customers at strategically located
manufacturing facilities in Asia, Europe, and North America.  
Additional information on the Company can be accessed at
http://www.photronics.com  

As previously reported in Troubled Company Reporter, Standard &
Poor's Ratings Services assigned its 'B' rating to Photronics
Inc.'s $125 million in convertible subordinated notes due 2008.

At the same time, Standard & Poor's affirmed its 'BB-' corporate
credit rating and its other ratings on Photronics. The outlook is
negative.


POINDEXTER JB: Credit & Sr Unsecured Note Ratings Dive Down to D
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on commercial van-body manufacturer J.B. Poindexter Co.,
Inc., to 'D' from 'CC', following the completion of Poindexter's
exchange offer for its 12.5% senior unsecured notes. The rating on
the senior unsecured notes has also been lowered to 'D', and both
the corporate credit rating and the senior unsecured ratings will
be withdrawn soon. All ratings were removed from CreditWatch,
where they were placed on March 18, 2003.

The rating actions follow the consummation of Houston, Texas-based
J.B. Poindexter's offer to exchange its 12.5% senior unsecured
notes for new senior unsecured notes due in 2007.

"We view this transaction as a distressed exchange, tantamount to
a default, because the maturity of the new notes is extended
beyond the original maturity date and because the company can pay
interest in either cash or payment-in-kind, compared to the old
notes, which were cash-pay only," said Standard & Poor's credit
analyst Eric Ballantine.

The completion of the exchange offer has removed some near-term
refinancing risk. However, J.B. Poindexter remains aggressively
leveraged and has limited liquidity.


POLAROID: Disclosure Statement Hearing to Continue on Sept. 3
-------------------------------------------------------------
Polaroid Corporation and its debtor-affiliates notifies the Court
and all parties-in-interest that the hearing to consider approval
of the Disclosure Statement is continued until September 3, 2003
at 10:00 a.m. (Polaroid Bankruptcy News, Issue No. 39; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


POLYPHALT INC: Has Until June 21 to Repay Grandwin Secured Loan
---------------------------------------------------------------
Polyphalt Inc. announced that Grandwin Holdings Limited has agreed
to extend the time for repayment of its secured loan until June
21, 2003 while Polyphalt continues to seek for other refinancing
or investor alternatives. As previously announced, Grandwin issued
a demand for repayment of its secured loan to Polyphalt in a
notice dated June 4, 2003.


PRECISE IMPORTS: Wants OK to Hire Gulf Atlantic for Fin'l Advice
----------------------------------------------------------------
Precise Imports Corporation, Inc., asks for approval from the U.S.
Bankruptcy Court for the Southern District of New York to retain
and employ Gulf Atlantic Capital Corporation as Financial Advisors
and Investment Bankers.

The Debtor relates that when it became apparent that a bankruptcy
filing was a possibility, it requested Gulf Atlantic to act as its
financial advisors with respect to:

     i) crisis management, general financial, and operational
        advice; and

    ii) any complete and partial acquisitions, refinancing,
        repurchases, restructurings of, or any amendments or
        modifications to the securities and indebtedness of the
        Debtor.

The Debtor has selected Gulf Atlantic to serve as its financial
advisors and investment bankers because of the extensive
experience, contacts and knowledge of Gulf Atlantic in advising
and assisting enterprises such as the Debtor's business in regard
to sales, mergers, consolidations or any other business
combinations and acquisitions, refinancing, repurchases, or
restructures of corporate indebtedness. In connection with this
engagement, Gulf Atlantic has become very knowledgeable of the
Debtor's operations and business.

In this retention, the Debtor expects Gulf Atlantic to provide:

     A) Chapter 11 Planning:

          i) assist Precise with bankruptcy planning, including
             meeting with management and legal counsel to
             coordinate and plan for a Chapter 11 filing and
             addressing other issues that may arise in the
             course of the bankruptcy planning;

         ii) assist Precise in developing cash flow forecasts
             and models to assist in cash collateral proceedings
             and in the development of a restructuring plan;

        iii) assist Precise in negotiations with creditors,
             including developing information for Bank of
             America for use in cash collateral negotiations;

         iv) assist Precise with developing a sale strategy or
             recapitalization transaction structure to
             reorganize the Company; and

          v) other services as the Company may request.

     B) Recapitalization or Sale Transaction:

          i) develop an information memorandum to introduce the
             Company to prospective investors and/or purchasers;

         ii) develop a list of prospective investors and
             purchasers for Precise, including strategic and
             financial investors;

        iii) initiate contact with prospective investors to
             assess their level of interest in pursuing a
             transaction;

         iv) assist Precise with developing and structuring a
             transaction; and

          v) coordinate due diligence.
     
Rick Gillies, a Director with Gulf Atlantic reports that Gulf
Atlantic will be compensated in an hourly basis plus a 2% Success
Fee upon the closing of a sale or recapitalization transaction.  
Mr. Gillies adds that their current hourly rates range from $220
to $325 per hour per professional.

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.


PRIDE INT'L: Elects William R. Macaulay as New Board Chairman
-------------------------------------------------------------
Pride International, Inc., (NYSE: PDE) (S&P/BB+/Stable/--)
announced that William E. Macaulay has been elected as Chairman of
the Board by the Company's directors.  Mr. Macaulay has been a
director of Pride since July 1999.  He is Chairman and Chief
Executive Officer of First Reserve Corporation, which manages
three investment funds owning an aggregate of 15% of Pride's
outstanding common stock.

Robert L. Barbanell has stepped down as Chairman but will continue
to serve as a member of the board of directors.  Mr. Barbanell had
served as Chairman since September 2001, following the merger of
Marine Drilling Companies, Inc. with Pride.

Pride International, Inc., headquartered in Houston, Texas, is one
of the world's largest drilling contractors.  The Company provides
onshore and offshore drilling and related services in more than 30
countries, operating a diverse fleet of 331 rigs, including two
ultra-deepwater drillships, 11 semisubmersible rigs, 35 jackup
rigs, and 29 tender-assisted, barge and platform rigs, as well as
254 land rigs.


ROGERS COMMS: Prices Private Placement of $350 Million of Notes
---------------------------------------------------------------
Rogers Communications Inc.'s (Toronto: RCI.A and RCI.B, NYSE: RG)
wholly-owned subsidiary Rogers Cable Inc., has priced a private
placement in an aggregate principal amount of US$350 million
(approximately Cdn $469 million) 6.25% Senior (Secured) Second
Priority Notes due June 15, 2013. The offering is being made
pursuant to Rule 144A and Regulation S under the Securities Act of
1933, as amended and is expected to be closed on June 19, 2003.

Rogers Cable intends to use the net proceeds of the Notes: to
redeem the outstanding US$74.8 million aggregate principal amount
of its 10% Senior Secured Second Priority Debentures due 2007 on
June 26, 2003 at a redemption price of 105.00% of the aggregate
principal amount; to repay all outstanding bank debt; to repay all
inter-company subordinated debt owing to Rogers Communications
Inc.; and for general corporate purposes.

The Notes have not been, and will not be, registered under the
Securities Act and may not be offered or sold in the United States
absent registration or an applicable exemption from registration
requirements.

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.


RURAL/METRO: Continues Work with Lenders on Various Alternatives
----------------------------------------------------------------
Rural/Metro Corporation (Nasdaq:RURLE), a leading national
provider of ambulance and fire protection services, announced the
preliminary unaudited results of its fiscal 2003 third quarter
ended March 31, 2003.

As previously announced, the company has identified the need to
increase the provisions for doubtful accounts in certain prior
periods by an aggregate amount in the range of $35 million to $45
million. The company now believes that its operating results for
periods prior to fiscal 2002 will require adjustment and as a
result, the financial statements for certain of those periods will
require restatement. The company is continuing to determine the
final amount of the required restatement adjustments as well as
the amounts applicable to the respective fiscal periods. The
company is providing its preliminary unaudited operating results
for the three and nine months ended March 31, 2003 and 2002, as
management does not currently believe that the operating results
for those periods will be impacted by the restatement adjustments.
However, until the company's work is complete, there is a
possibility that such amounts will require revision.

For the three months ended March 31, 2003, the company reported
net revenue of $125.3 million, representing a $4.8 million, or 4%,
increase over the $120.5 million reported for the corresponding
period of the prior fiscal year. For the nine months ended March
31, 2003, the company reported net revenue of $374.3 million,
representing a $23.0 million, or 6.5%, increase over the $351.3
million reported for the nine months ended March 31, 2002. Same-
service-area medical transportation revenue increased 3.3% and
6.6% for the respective 2003 quarter and year-to-date periods
compared to the corresponding periods in 2002. Cash collections
averaged $1.8 million per day for the three- and nine-month
periods ended March 31, 2003, compared to $1.7 million per day for
the same periods of the prior year.

The company reported net income of $1.7 million for the three
months ended March 31, 2003, or $0.03 per share on a fully diluted
basis, compared to net income of $4.4 million for the three months
ended March 31, 2002, or $0.28 per share on a fully diluted basis.
The decline in net income between periods is primarily due to
increased general liability, workers' compensation, and health
insurance costs, as well as increased interest expense on the
company's amended credit facility.

On a year-to-date basis, the company reported net income of $17.9
million in 2003, or $0.88 per share on a fully diluted basis,
compared to a net loss in the corresponding period in fiscal 2002
of $43.2 million, or $2.82 per share on a fully diluted basis.
Year-to-date net income in 2003 included a $12.5 million gain
related to the disposition of the company's Latin American
operations, while the net loss in 2002 included a charge of $49.5
million relating to the adoption, effective July 1, 2001, of the
new goodwill accounting standard.

For the nine months ended March 31, 2003, the company generated
cash flow from operating activities of $3.8 million, which
represents a $0.3 million or 7.3% increase over cash flow from
operating activities in the 2002 year-to-date period.

Jack Brucker, President and Chief Executive Officer, said, "Cash
collections remain strong and demonstrate the efforts we have made
to improve overall revenue quality. Our operating statistics,
including average patient charge and average daily cash
collections, also have trended positively as we continue to grow
our business through new and renewal contracts and improve our
operating cash flow performance."

For the nine months ended March 31, 2003, the company generated
earnings before interest, income taxes, depreciation and
amortization of $49.0 million compared with negative EBITDA of
$13.6 million in the corresponding period in 2002. EBITDA in the
2003 period included a $12.5 million gain from the disposal of the
company's Latin American operations while the 2002 amount included
a $49.5 million charge resulting from the adoption of the new
goodwill accounting standard effective July 1, 2001. Excluding
those items, the company's EBITDA for the nine months was $36.5
million in 2003 compared with $35.9 million in 2002.

The company regards EBITDA, which is widely used by analysts,
investors, creditors, and other interested parties, as relevant
and useful information. The company provides this information to
permit a more comprehensive analysis of its ability to meet future
debt service, capital expenditure, and working capital
requirements. Additionally, the company's management uses this
information to evaluate the performance of its operating units.
EBITDA is not intended to represent cash provided by operating
activities as defined by generally accepted accounting principles
and it should not be considered as an indicator of operating
performance or an alternative to cash provided by operating
activities as a measure of liquidity. The company has provided a
reconciliation of EBITDA to cash provided by operating activities
in the accompanying table.

During the third quarter of 2003, the company was awarded renewal
contracts to remain the exclusive ambulance provider to medical
facilities at Ohio State University in Columbus, Ohio, and to
continue as the 911 provider in Jeffersontown, Kentucky, which is
near Louisville. The company was also awarded a new contract to
provide ambulancebilling services to the City of Tucson, Arizona.

During the fourth quarter of 2003, the company was awarded a new,
four-year exclusive contract in Las Cruces, New Mexico, in which
Rural/Metro's Southwest Ambulance division unseated the incumbent
provider. Additionally, the Fort Worth Area Metropolitan Ambulance
Authority awarded the company a six-year renewal contract valued
at approximately $70 million to serve as the exclusive ambulance
service provider in Fort Worth and 12 surrounding communities. The
Aurora, Colorado, City Council also unanimously approved a two-
year contract renewal for the company to continue as the city's
exclusive emergency services provider.

As stated earlier, the company continues to work to complete its
analysis with respect to the anticipated restatement of prior-
period financial statements. Brucker continued, "The fundamental
strength and improvements we have made in recent years remain
unchanged, as the anticipated restatement adjustments will have no
impact on current cash balances or previously reported cash flows
from operating activities. We are making every effort to complete
the filing of our Form 10-Q for the third quarter ended March 31,
2003 as soon as possible."

As previously announced, the company remains out of compliance
with certain of the reporting obligations contained in its amended
credit facility and bond indenture due to delays in the filing of
its Form 10-Q for the third quarter as well as any amendments to
its previous public filings which may be required. The restatement
adjustments will also cause the company to be out of compliance
with one of the financial covenants contained in its amended
credit facility. The company continues to work with its lenders on
a variety of alternatives to address these issues.

Additionally, Rural/Metro will appear before the Nasdaq
Qualifications Panel to discuss the company's current
noncompliance with the timely reporting requirements for continued
listing on the Nasdaq SmallCap Market. The company currently
remains in compliance with all other continued listing standards.
The company's common stock will continue to be traded under the
ticker symbol "RURLE" pending the Panel's final determination or
until the Form 10-Q for the fiscal 2003 third quarter is filed.

Rural/Metro Corporation, whose December 31, 2002 balance sheet
shows a total shareholders' equity deficit of about $160 million,
provides emergency and non-emergency medical transportation, fire
protection, and other safety services in approximately 400
communities throughout the United States. For more information,
visit the Rural/Metro Web site at http://www.ruralmetro.com  

Rural/Metro Corp.'s 7.875% bonds due 2008 (RURL08USR1) are trading
at about 70 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=RURL08USR1for  
real-time bond pricing.


SCHREIBER & ASSOCIATES: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Schreiber & Associates, LLC
        PO Box 3250
        Alpine, Wyoming 83128

Bankruptcy Case No.: 03-21176

Chapter 11 Petition Date: June 13, 2003

Court: District of Wyoming (Cheyenne)

Judge: Peter J. McNiff

Debtors' Counsel: Jody L. Chance, Esq.
                  PO Box 10965
                  Jackson, WY 83002
                  Tel: 307-732-2090

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $1 Million to $10 Million


SLATER STEEL: Wants Schedule-Filing Deadline Extended to Oct. 1
---------------------------------------------------------------
Slater Steel U.S., Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend the time
period within which they must 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 relate that they are large and complex enterprises
with operations throughout the United States and Canada.  Because
of:

     a) the substantial size and scope of the Debtors'
        businesses;

     b) the complexity of their financial affairs;

     c) the limited staffing availability to perform the
        required internal review of their accounts and affairs;
        and

     d) the press of business incident to the commencement of
        these chapter 11 cases,

the Debtors were unable to assemble, prior to the Petition Date,
all of the information necessary to complete and file the
Schedules and Statements.  

Additionally, the Debtors disclose that they have hundred of
active vendors, approximately 500 employees and numerous other
creditors.  The Debtors relate that they need to ascertain the
pertinent information, including addresses and claim amounts, for
each of these parties to complete the Schedules and Statement on a
Debtor-by-Debtor basis.

Given all these, the Debtors request the Court to extend through
October 1, 2003, the date by which the Schedules and Statements
must be filed.

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


SPECTRASITE INC: Bolsters Field Sales Team with 3 New Faces
-----------------------------------------------------------
SpectraSite Communications, Inc. (Ticker symbol: SPCS) announced
the addition of three new members to its field sales team, a
continuation of the company's effort to add top talent in each
local market.

Mark Cravens joins SpectraSite as Regional Director of Sales,
Central region. Cravens has been in the tower industry for the
past eight years, most recently serving as Vice President of Sales
for CoreGroup LLC. A former employee of SpectraSite, Cravens
served as SpectraSite's Regional Sales Manager for the North
region from 1998 to 2000. Before joining SpectraSite, Cravens
served in various site development roles throughout the Midwest.

Cravens joins SpectraSite's team of Regional Sales Directors,
which includes Todd Boyer in the North; Ricardo Loor in the South;
and Tom Reese in the West region. The entire team reports directly
to Danny Agresta, Vice President of Sales.

Mike McCormick joins the SpectraSite North Region sales team as an
Account Executive covering the Pittsburgh and Philadelphia MTAs.
McCormick spent the last five years with SBA Communications; most
recently handling the tower lease negotiation and marketing
activity in the Northeast. McCormick reports to Todd Boyer,
Regional Director of Sales, North region.

Joe Larson was recently hired as Account Executive for the Pacific
Northwest region. Larson has been in the tower industry for the
past three years, most recently serving as a Site Acquisition
Specialist for The Alaris Group in Seattle, Washington. Before
joining The Alaris Group, he was a Real Estate Specialist with
Teligent. Larson reports to Tom Reese, Regional Director of Sales,
West region.

"Mark, Joe and Mike add tremendous value to our already robust
sales force," said Agresta. "Mark rounds out an exceptional team
of Regional Sales Directors. His experience and knowledge of the
Central region, as well as his former tenure at SpectraSite, will
allow him to serve our customers very well. Joe and Mike both have
great industry experience and strong relationships within their
regions. They enhance our team of top talent in the market."

SpectraSite, Inc. -- http://www.spectrasite.com-- (Ticker symbol:  
SPCS) based in Cary, North Carolina, is one of the largest
wireless tower operators in the United States. At March 31, 2003,
SpectraSite owned or operated over 18,000 sites, including 7,488
towers primarily in the top 100 markets in the United States.
SpectraSite's customers are leading wireless communications
providers and broadcasters, including AT&T Wireless, ABC
Television, Cingular, Nextel, Paxson Communications, Sprint PCS,
Verizon Wireless and T-Mobile.

As reported in Troubled Company Reporter's May 15, 2003 edition,
Standard & Poor's Ratings Services assigned its 'CCC+' senior
unsecured rating to Cary, North Carolina-based tower operator
SpectraSite Inc.'s $150 million senior notes due 2010, to be
issued under Rule 144A, with registration rights. Proceeds will be
used to repay a portion of the company's secured bank debt.

At the same time, Standard & Poor's affirmed its 'B' corporate
credit rating on SpectraSite and its 'B+' secured bank loan rating
on wholly owned operating subsidiary SpectraSite Communications
Inc. As of March 31, 2003, the company had about $707 million of
total debt outstanding. The outlook is stable.

"The unsecured debt issue is two notches lower than the corporate
credit rating, reflecting the significant concentration of secured
bank debt in the capital structure, at approximately $560 million,
pro forma for pay-down, with proceeds from this new unsecured debt
issue," said credit analyst Catherine Cosentino.

The 'B' corporate credit rating reflects the lower relative debt
levels of SpectraSite compared with its rated peers after its
emergence from bankruptcy. As a result, all of the other tower
operators are rated 'B-' or lower. A favorable risk factor is that
wireless companies may have few feasible alternatives to using
SpectraSite's towers: existing tenants might choose to build their
own towers (an expensive undertaking), or lease from another
company, but both could involve major system reengineering.


STILLWATER MINING: Shareholders Okay Norilsk Nickel Transaction
---------------------------------------------------------------
Stillwater Mining Company (NYSE: SWC) announced that its
stockholders approved the proposed transaction with MMC Norilsk
Nickel at the special meeting of stockholders held earlier today.  
Approximately 82.9% of the votes cast at the special meeting voted
in favor of the transaction.  Additionally, the Federal Trade
Commission informed the Company and MMC Norilsk Nickel, that it
has granted early termination of the Hart-Scott-Rodino Act waiting
period for the transaction.   While the transaction remains
subject to certain conditions the Company expects that the
transaction will close later this month.

At the closing of the transaction, Stillwater will issue
45,463,222 new shares of its common stock to a wholly-owned
subsidiary of Norilsk Nickel in exchange for $100,000,540 in cash
and approximately 877,000 ounces of palladium.

Francis R. McAllister, Chairman of the Board and Chief Executive
Officer of the Company, said, "The Board of Directors is pleased
that the shareholders approved the agreement and welcomes the
Norilsk Nickel investment in light of the current economic
situation and low PGM prices.  With this transaction, we will be
able to reduce the Company's debt and use the additional capital
to improve our operations."

Stillwater Mining Company is the only U.S. producer of palladium
and platinum and is the largest primary producer of platinum group
metals outside of South Africa.  The Company's shares are traded
on the New York Stock Exchange under the symbol SWC.  Information
on Stillwater Mining can be found at its Web site:  
http://www.stillwatermining.com

As reported in Troubled Company Reporter's March 24, 2003 edition,
Stillwater Mining Company received the fifth amendment to the
Company's credit agreement.  The amendment allowed the Norilsk
Nickel transaction to proceed subject to shareholder approval,
completion of review under the Hart-Scott-Rodino Antitrust
Improvements Act and other conditions. Additionally, the amendment
aligned certain of its covenants and other provisions with the
Company's 2003 operating plan and revised long-range plan
announced on February 18, 2003. The effectiveness of the amendment
also gave the Company immediate access to $17.5 million of undrawn
funds under the $25 million revolving credit facility. The
revolving credit facility was voluntarily reduced by the Company,
from $50 million to $25 million, as provisions under the agreement
made the incremental portion inaccessible.

As reported in Troubled Company Reporter's February 26, 2003
edition, Standard & Poor's Ratings Services lowered its corporate
credit rating on platinum group metals producer Stillwater Mining
Company to 'B+' from 'BB-' and placed all ratings on CreditWatch
with developing implications based on liquidity concerns following
the company's fourth-quarter earnings announcement.


SWTV PRODUCTION: Secures Interim Nod for $1.7 Mil. DIP Financing
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona granted SWTV
Production Services, Inc., interim authority to borrow up to $1.7
million from Celtic Capital Corporation under a DIP Financing
Facility.

SWTV needs new funds now to purchase supplies, continue
operations, pay payroll, and administer and preserve the value of
the estate.  The ability of the Debtor to finance operations
requires the additional availability of working capital.  Without
a fresh source of funding, the estate and the creditors would be
immediately and irreparably harmed and a successful reorganization
would be impossible.

The Debtor says it can't obtain unsecured credit allowable under
Section 503(b) as an administrative expense.  Unsecured credit,
allowable only under Sections 364(c)(2), 364(c)(3) and 364(d) is
also impossible.  

The ability of the Debtor to finance the operations and the
availability of sufficient working capital through the incurrence
of indebtedness for borrowed money and other financial
accommodations is vital to the Debtor's ability to preserve and
maintain the going concern value and the ability to sell the
assets or to consummate a successful reorganization.

As of the Petition Date, the amount due and owing to the Lender is
$1.2 million on account of principal, interest, fees, costs,
charges and expenses.  The Debtor acknowledges its obligations
under the Prepetition Loan Documents are secured by liens on all
of the Company's real and personal property.

On an interim basis, pending a final DIP financing hearing, the
Court allows the Debtor to borrow up to $1.7 million under the DIP
Credit Facility.  The Lender receives valid, binding, enforceable
and perfected liens on all of the Debtors' assets in exchange for
this new financing.  The Final DIP Financing Hearing is scheduled
for July 2, 2003 at 2:30 p.m. at 2929 North Central Avenue, 10th
Floor, Phoenix, Arizona 85013 before the Honorable Judge Charles
G. Case, II.

SWTV Production Services Inc., provider of mobile television
production services, filed for chapter 11 protection on June 3,
2003 (Bankr. Ariz. Case No. 03-09489).  Shelton L. Freeman, Esq.,
at DeConcini McDonald Yetwin & Lacy, P.C., represents the Debtor
in its restructuring efforts.  When the Company filed for
protection from its creditors, it listed over $10 million both in
estimated debts and assets.


TALCOTT NOTCH: Fitch Cuts 3 Class Ratings to Low-B & Junk Levels
----------------------------------------------------------------
Fitch Ratings affirmed the ratings of the following classes of
notes issued by Talcott Notch CBO I, Ltd., as follows:

     -- $65,000,000 class A-1L notes 'AAA';

     -- $63,000,000 class A-2L notes 'AAA'.

Additionally, Fitch Ratings downgraded the ratings of the
following classes of notes issued by Talcott Notch CBO I, Ltd., as
follows:

     -- $14,000,000 class A-3B notes to 'AA' from 'AAA';

     -- $93,000,000 class A-3L notes to 'AA' from 'AAA';

     -- $20,000,000 class A-4 notes to 'BB+' from 'A-';

     -- $10,000,000 class B-1 notes to 'B-' from 'BBB';

     -- $12,000,000 class B-2L notes to 'CCC-' from 'BB-'.

Talcott Notch CBO I, Ltd. is a collateralized bond obligation
managed by General Re-New England Asset Management and is
primarily backed by high yield bonds and loans.

According to Talcott's May 17, 2003, trustee report, the portfolio
includes a par amount of $26.0 million (9.32%) in defaulted
assets. Talcott's Senior Class A OC is passing at 122.8%, having a
120% trigger, the Class A OC is passing at 112.6%, having a 110%
trigger, and the Class B OC is passing at 103.2%, having a 103%
trigger. The weighted average rating factor has increased to
approximately 67.86 ('B-'/'CCC+'); the initial WARF of the
portfolio was restricted not to exceed 52.2 ('B').

In reaching these rating decisions, Fitch had conversations with
GR-NEAM regarding the performance of the portfolio and conducted
several cash flow model runs utilizing various default and
interest rate stress scenarios. Fitch will continue to monitor
this transaction and the accuracy of the ratings.


TECO ENERGY: Completes $300MM Senior Unsecured Debt Offering
------------------------------------------------------------
TECO Energy, Inc. (NYSE: TE) announced the completion of its sale
of $300 million of senior unsecured notes on June 13, 2003. The
notes were sold in a one-day offering, and the transaction was
upsized from $200 million to $300 million in response to strong
investor demand.  The notes, which have a coupon of 7.5%, were
sold at 98.932% of par to yield 7.7%. Proceeds from the sale of
these notes are expected to be used to reduce short-term debt and
for general corporate purposes.

Senior Vice President Finance and CFO Gordon Gillette said, "This
was an excellent opportunity for us to access the capital markets
during a period of favorable interest rates, and we experienced
strong investor demand in both the high grade and high yield
markets.

"The proceeds from the sale of these notes improve our cash and
liquidity position, and will provide TECO Energy with financial
flexibility to manage the timing of any potential asset sales,"
Gillette added.

Underwriters for the offering were Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Citigroup Global Markets Inc., and Morgan
Stanley & Co., Incorporated as joint book-running lead managers
and J.P. Morgan Securities Inc. as joint lead manager.

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

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

TECO Energy, Inc.:

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

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

TECO Finance (guaranteed by TECO)

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

         -- Commercial paper withdrawn.

Tampa Electric Company:

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

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

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

         -- Commercial paper unchanged at 'F2';

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

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

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


TECO ENERGY: Fitch Rates $300 Million Senior Notes at BB+
---------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to TECO Energy, Inc.'s
(TECO) issuance of $300 million 7.5% notes due 2010. The Rating
Outlook is Negative. Proceeds from the issuance will be used to
address short term debt refinancing needs over the next 12-18
months. The financing is significant in that it demonstrates
market access and provides additional liquidity that could be used
to repay maturing bank debt in November. Although TECO previously
arranged for a separate line of credit with Merrill Lynch for that
purpose, the new financing provides a longer term solution.

While the flexibility provided by this issuance and the liquidity
enhancing measures announced earlier this year are positive
developments, primary credit concerns remain; namely, continued
weakness in the regional wholesale power markets in which TECO has
made significant investments in the development of natural gas-
fired mid-merit generating plants.

TECO's ratings reflect the risks associated with such investments
and the company's relatively high debt burden. Going forward,
additional liquidity and debt reduction may be achieved through
potential asset sales and reductions in letters of credit needed
to support merchant plant obligations as construction is
completed. Assets sales could include the Hardee Power Station (a
gas-fired facility in Florida supported by long term contracts),
the San Jose and Alborada Power Stations (coal and oil-fired
facilities in Guatemala supported by long term contracts) and the
TECO Transport business, although there is significant execution
risk. Positively, the ratings consider the contribution of
regulated utility subsidiary Tampa Electric, which benefits from a
growing and diverse service territory and a favorable regulatory
environment. Despite higher capital expenditures in recent years
and the return of capital to the parent, financial measures at
Tampa Electric are expected to remain strong. The Negative Outlook
reflects the continuing strain on TECO's financial profile as a
result of merchant exposure and the disproportionate amount of
debt related to such investments relative to expected cash flow
generation.

TECO Energy is a holding company headquartered in Tampa, Florida.
Its principal businesses are a regulated electric and natural gas
local distribution company subsidiary, unregulated generation,
marine transport, and coal production and synthetic fuel
facilities. Tampa Electric provides retail electric service to
over 600,000 customers in west central Florida and through its
Peoples Gas division distributes and markets natural gas to
approximately 281,000 customers throughout the state.


TRANSTEXAS GAS: First Quarter Net Loss Narrowed to $4 Million
-------------------------------------------------------------
TransTexas Gas Corporation (OTCBB:TTXGQ) reported operating
results for its first fiscal quarter ended April 30, 2003. Total
revenues were $14.4 million, with net income of $2.4 million. The
Company recorded a net loss to common stockholders of $4.2 million
after giving effect to the accretion of preferred stock. This
compares to revenues of $22.0 million and a net loss of $22.7
million to common stockholders in the previous year quarter.

On Nov. 14, 2002, TransTexas filed a voluntary petition under
Chapter 11 of the U.S. Bankruptcy Code, in order to preserve cash
and give the Company the opportunity to restructure its debt. The
Company believes that the Chapter 11 process will allow it to more
efficiently implement a program for the joint development of its
oil and gas properties and reduce operating costs. In addition,
the Company anticipates that the confirmation of a Plan of
Reorganization will allow it to enter into Joint Operating
Agreements and resume execution of its alternative business
strategy.

Earnings before interest, income taxes, litigation accruals,
depreciation, depletion and amortization (EBITDA) for the quarter
was $8.3 million, as compared to $11.7 million in the prior year
quarter. Cash flow from operations was $5.4 million for the
quarter, versus a deficit cash flow of $6.0 million in the
previous year quarter. Total capital expenditures were $2.1
million, versus $3.3 million in the prior year.

Sales of gas, condensate and natural gas liquids for the quarter
were $14.2 million, down 34% from the previous year's $21.7
million. Total sales for the quarter was 2.8 billion cubic feet of
natural gas equivalent (Bcfe) compared to 7.2 Bcfe in the prior
year quarter. The primary reason for the lower production was the
lack of drilling to maintain production rates and replace produced
reserves. Average natural gas pricing was $6.68 per thousand cubic
feet (Mcf) during the three-month period, up 139% from the
previous year's $2.80 per Mcf. Average crude oil and condensate
pricing was $33.23 per barrel (Bbl), versus $23.02 per Bbl in the
year-earlier quarter, while NGL prices rose 86% to $0.52 per
gallon for the quarter.

Depreciation, depletion and amortization decreased by $5.1 million
due to lower sales volumes partially offset by a $0.16 per Mcfe
increase in the depletion rate.

Lifting costs averaged $0.82 per thousand cubic feet equivalent
(Mcfe), versus $0.51 per Mcfe in the prior year quarter. General
and administrative expenses for the quarter decreased to $3.0
million as compared to $5.8 million in the prior year quarter.

TransTexas is engaged in the exploration, production and
transmission of natural gas and oil, primarily in the upper Texas
Gulf Coast, including the Eagle Bay field in Galveston Bay. Copies
of the Company's filings with the Securities and Exchange
Commission may be found on the Internet at
http://www.sec.gov/cgi-bin/srch-edgar?transtexas+adj+gas


TRICO MARINE: S&P Hatchets Credit Rating to B Following Review
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on petroleum industry services provider Trico Marine
Services Inc., to 'B' from 'B+' and senior unsecured rating to
'CCC+' from 'B'. The ratings downgrade follows a review of Trico's
current and expected liquidity and financial performance. The
outlook remains negative.

As of March 31, 2003, Houma, Louisiana-based Trico had roughly
$382 million worth of debt outstanding.

"The rating actions reflect the deterioration of Trico's liquidity
and financial profile, resulting from a combination of high debt
servicing costs and an extended period of weak operating margins,"
noted Standard & Poor's credit analyst Paul B. Harvey. "While
Standard & Poor's believes that Trico will benefit from an
eventual recovery in Gulf of Mexico offshore support vessel
demand, the timing and magnitude of such a recovery is uncertain,"
he continued.

In the interim, the company could face weak market conditions in
its North Sea operations. Without market recovery, Trico likely
will have to sell assets into a weak market to meet prospective
cash financing and investment requirements. The two-notch-lower
unsecured debt rating reflects the high level of secured debt in
Trico's capital structure, estimated to be greater than 30% of
assets when all secured bank lines are fully used.

The ratings on Trico reflect the company's participation in the
cyclical and capital-intensive offshore support vessel segment of
the petroleum industry, coupled with aggressive financial
leverage. Trico operates 86 offshore support vessels stationed in
the Gulf of Mexico, the North Sea, South America, and West Africa
drilling markets. Roughly half of the company's assets currently
work in the outer continental shelf of the Gulf of Mexico, a
market where demand is somewhat correlated to North American
natural gas prices.

In the near term, Trico's financial profile will reflect
burdensome debt leverage, the current malaise in the Gulf of
Mexico market, and the effects of its newbuild program. Total debt
to capital is expected to remain near 60% with debt to EBITDA
likely to exceed 10x during 2003. Leverage is expected to decrease
with the recovery of the Gulf of Mexico market, however, even if
the company benefits from an extremely strong recovery, near-term
debt levels would remain very aggressive without accessing
additional equity financing. In the current industry, fixed-charge
coverage measures are expected to remain weak, with EBITDA to
interest coverage around 1x and EBITDA to interest plus capital
expenditures below 1x.

The negative outlook reflects the potential for further rating
downgrades if Trico is unable to improve its liquidity (i.e., not
completing planned asset sales or failing to close on the new term
loan) and manage its cash commitments in a timely manner. The
outlook could be revised to stable once actions (including the
refinancing or sale of the Brazilian new-build vessel, closing the
expected $21 million term loan, and further asset sales) are taken
to fund 2003 cash obligations and ensure that liquidity entering
2004 will be sufficient to cover cash obligations.


TYCO: Will Restate Financials for Previously Disclosed Charges
--------------------------------------------------------------
Tyco International Ltd. (NYSE: TYC, BSX: TYC, LSE: TYI) intends to
restate its financial results for prior fiscal periods in
connection with the previously announced ongoing review of the
Company's periodic filings by the Securities and Exchange
Commission.  All of the items that the SEC asked the Company to
restate have been previously disclosed in the Company's periodic
filings, and the cumulative effects of all such charges have been
recorded in the Company's previously filed financial statements as
of March 31, 2003.  The charges subject to the restatement include
primarily pre-tax charges of $434.5 million ($328.0 million after-
tax) recorded in the quarter ended March 31, 2003 for items
related to prior periods and pre-tax charges of $261.6 million
($199.7 after-tax) recorded in the quarter ended December 31,
2001.

As a result of this development, the Company intends to file
amendments to its Annual Report on Form 10-K for the fiscal year
ended September 30, 2002, as well as its Quarterly Reports on Form
10-Q for the quarters ended December 31, 2002 and March 31, 2003.
Revised financial statements will be included as part of these
amendments and, therefore, investors should look to such revised
financial statements when available.

This restatement will push back the charges previously recorded
into the historical periods to which they relate. The effects of
the restatement of these charges will be to reduce the Company's
reported results for fiscal years 1998-2001 and to increase the
reported results for fiscal 2002 and the first six months of
fiscal 2003. No new charges will be required in connection with
the restatement, and the restatement will have no impact on the
Company's reported balance sheet as of March 31, 2003. Tyco
continues to be in compliance with the covenant tests under its
various financing agreements in each of the affected quarters.
Tyco does not anticipate that the restatement will have any
adverse impact on its operating results or cash flows for the
remainder of fiscal 2003 or future years.

The Company is in discussions with the SEC with respect to whether
any of the other charges, which were recorded in the quarter ended
March 31, 2003, should instead be restated in prior periods.
Notably, these charges include the $364.5 million pre-tax charge
related to a change in the amortization method for ADT customer
contracts acquired from dealers, and the $265.5 million pre-tax
charge related to the change in accounting for the ADT dealer
connection fee. The Company will continue to work closely with the
SEC to resolve these outstanding issues as quickly as possible.

Additionally, Tyco today announced that its wholly-owned
subsidiary, Tyco International Group, S.A., has repurchased all of
its 6.25% Dealer Remarketable Securities ("Drs.") due 2013. The
total Dollar Price paid was $902 million based upon the $750
million par value of the Drs. plus the difference between a Base
Rate of 5.55% and the current ten-year United States Treasury
yield-to-maturity. The payment was made from available cash. The
portion of the payment in excess of par ($152 million) will be
recorded as an expense in the current fiscal quarter, which will
reduce earnings per share by 7 cents in the quarter ending
June 30, 2003.

Tyco International Ltd. is a diversified manufacturing and service
company. Tyco is the world's largest manufacturer and servicer of
electrical and electronic components; the world's largest
designer, manufacturer, installer and servicer of undersea
telecommunications systems; the world's largest manufacturer,
installer and provider of fire protection systems and electronic
security services and the world's largest manufacturer of
specialty valves. Tyco also holds strong leadership positions in
medical device products, and plastics and adhesives. Tyco operates
in more than 100 countries and had fiscal 2002 revenues from
continuing operations of approximately $36 billion.

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


TYCO INT'L: Board Declares Regularly Quarterly Cash Dividend
------------------------------------------------------------
The Board of Directors of Tyco International Ltd. (NYSE: TYC, LSE:
TYI, BSX: TYC) has declared a regular quarterly cash dividend of
one and one quarter cents per common share. The dividend is
payable on August 1, 2003 to shareholders of record on July 1,
2003.

Tyco International Ltd. (NYSE: TYC; LSE: TYI; BSX: TYC) is a
diversified manufacturing and service company.  Tyco is the
world's largest manufacturer and servicer of electrical and
electronic components; the world's largest designer, manufacturer,
installer and servicer of undersea telecommunications systems; the
world's largest manufacturer, installer and provider of fire
protection systems and electronic security services and the
world's largest manufacturer of specialty valves. Tyco also holds
strong leadership positions in medical device products, and
plastics and adhesives.  Tyco operates in more than 100 countries
and had reported fiscal 2002 revenues from continuing operations
of approximately $36 billion.


UNITED AIRLINES: Court OKs Transportation Planning as Appraisers
----------------------------------------------------------------
UAL Corporation and its debtor-affiliates obtained permission from
the Court to employ Transportation Planning Inc., to conduct
valuations of leaseholds at the airports to appraise obligations
they may have to bondholders. As previously reported, the Debtors
have the obligations under Section 365(d)(3) of the Bankruptcy
Code do not include making debt service and principal payments on
special facility revenue bonds issued in connection with
construction of facilities at the Los Angeles International
Airport and the San Francisco Airport.  

TPI is a full-service aviation consulting firm with extensive
asset valuation experience with both airport and airline
properties.  Its principal offices are located in Winchester,
Virginia.  TPI principals have over 70 years of airline and
airport operational experience with litigation credentials in
preparing and presenting expert witness testimony on asset
valuation issues.

TPI's services are necessary to enable the Debtors to maximize the
value of the estate and reorganize successfully, James H.M.
Sprayregen, Esq., at Kirkland & Ellis, says.  TPI's services are
not central to the administration of these cases and the Debtors
do not believe that TPI is a professional as the term is used in
Section 327 of the Bankruptcy Code.  The Debtors' bring this
Application out of an abundance of caution and to alert parties-
in-interest that TPI may be called as an expert witness on its
valuations at LAX and SFO.

TPI will be paid a $20,000 fixed fee, plus reasonable out-of-
pocket expenses.  Should United require expert witness testimony
from TPI's professionals, TPI will be paid an additional $350 per
hour. (United Airlines Bankruptcy News, Issue No. 20; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


USG CORP: Earns Nod for $100-Million Letter of Credit Facility
--------------------------------------------------------------
USG Corporation and its debtor-affiliates obtained the Court's
authority to enter into a $100,000,000 letter of credit facility
with LaSalle.  The Debtors will grant La Salle a lien on cash that
they will pledge from time to time as security for their
reimbursement obligations owed for letter of credit issued under
the Facility.  The Debtors further ask the Court to grant LaSalle
relief from stay to exercise its remedies under the Facility
without further Court order.

A summary of the existing DIP Facility and the LC Facility shows
that the terms of the LC Facility are very favorable compared to
the existing DIP Facility:

                          Existing DIP
     Term                 Facility              LC Facility
     ----                 ------------          -----------
     Obligors             All Debtors           USG

     Commitment           $100,000,000          $100,000,000

     Availability         Subject to a          No borrowing
                          borrowing base        base; Firm
                                                commitment

     Maturity Date        June 2004             June 2006

     Commitment Fee       50 basis points       25 basis points

     LC Fee               200 basis points      50 basis points

     Fronting Fee
       For LC Issuances   25 basis points       None

     Administrative       $175,00 annually      None

       Agent Fee
     Covenants            Various affirmative   None
                          & negative financial
                          & other covenants

     Events of Default    Typical for a         Minimal;
                          standard DIP          Failure to
                          facility              promptly
                                                reimburse for LC
                                                drawn

     Security             Substantially all     Cash or cash
                          of the Debtors'       equivalents equal
                          assets                to 103% of the
                                                face amount of
                                                each LC
                                                outstanding
(USG Bankruptcy News, Issue No. 48; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


VICWEST CORP: Ontario Court Extends CCAA Protection to June 24
--------------------------------------------------------------
As previously announced, Vicwest Corporation and certain of its
Canadian subsidiaries obtained an order on May 12, 2003 to begin
Vicwest's restructuring under the Companies' Creditors Arrangement
Act.

Vicwest announced that it has sought and obtained from the Ontario
Superior Court of Justice an order granting it and the
subsidiaries an extension to June 24, 2003 of protection under the
CCAA and an extension to June 24, 2003 of the deadline for filing
its restructuring plan.

The Court also approved the third report dated June 12, 2003 of
Deloitte & Touche Inc., in its capacity as monitor of Vicwest, and
a supplement thereto dated June 13, 2003. In the Report, the
Monitor reports on the status of the court proceedings and the
restructuring plan, provides certain operating and cash flow
information for the period subsequent to the commencement of the
CCAA proceeding and describes the proposed claims procedure for
affected creditors of Vicwest. The full text of the Report should
be reviewed and considered in its entirety as the contents are
subject to qualifications and assumptions set out in the Report.

A copy of the Report will be filed by Vicwest with the Canadian
securities regulators and will be available on their Web site at
http://www.sedar.com  

A copy of the Report is also available on the Monitor's Web site
at http://www.deloitte.ca  

As previously announced, the completion and filing of Vicwest's
consolidated financial statements for the year ended December 31,
2002 and the quarter ended March 31, 2003 have been delayed as a
result of Vicwest's restructuring activities under the CCAA.
Vicwest anticipates that it will be able to comply with its
financial statement filing requirements after completion of its
restructuring process.

At this time it is anticipated that Vicwest will emerge from its
restructuring process in the summer of 2003.

Vicwest, with corporate offices in Oakville, Ontario, is Canada's
leading manufacturer of metal roofing, siding and other metal
building products.

Westeel, based in Winnipeg, is Canada's foremost manufacturer of
steel containment products for the storage of grain, fertilizer
and petroleum products. Westeel exports to more than 30 countries.


WACHOVIA BANK: S&P Gives Prelim. Ratings to Series 2003-C5 Notes
----------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its preliminary
ratings to Wachovia Bank Commercial Mortgage Trust's $1.20 billion
commercial mortgage pass-through certificates series 2003-C5.

The preliminary ratings are based on information as of
June 16, 2003. Subsequent information may result in the assignment
of final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans. Classes A-1, A-2, B, and
C are currently being offered publicly. Standard & Poor's analysis
determined that, on a weighted average basis, the pool has a debt
service coverage ratio of 1.46x, a beginning loan-to-value ratio
(LTV) of 93.6%, and an ending LTV of 77.9%. Unless otherwise
indicated, all calculations in this report, including weighted
averages, do not consider the B notes for the
Timberlake Apartments loan, the Laurel Pointe Apartments loan, the
Hilton Norfolk Airport loan, and the Shoppes of Parkland, which
are being held outside the trust. With respect to the Lloyd Center
loan, unless otherwise specified, the calculation of the LTV
ratios and DSCRs were based upon the aggregate indebtedness of the
mortgage loan and the related pari passu
companion loan.

                PRELIMINARY RATINGS ASSIGNED
           Wachovia Bank Commercial Mortgage Trust
        Commercial mortgage pass-thru certs series 2003-C5
   
        Class                 Rating            Amount ($)
        -----                 ------            ----------
        A-1                   AAA             226,000,000*
        A-2                   AAA              439,715,000
        B                     AA                40,531,000
        C                     AA-               15,011,000
        A-1A                  AAA              301,015,000
        D                     A                 31,524,000
        E                     A-                10,508,000
        F                     BBB+              16,513,000
        G                     BBB               19,514,000
        H                     BBB-              18,014,000
        J                     BB+               24,018,000
        K                     BB                10,508,000
        L                     BB-                7,506,000
        M                     B+                 6,004,000
        N                     B                  6,005,000
        O                     B-                 4,503,000
        P                     N.R.              24,018,915
        X-P                   AAA            1,154,960,000
        X-C                   AAA            1,200,907,915
   
               *Interest only amount.


WARNACO GROUP: Intends to Send Notices to Aid Plan Consummation
---------------------------------------------------------------
Shalom L. Kohn, Esq., at Sidley Austin Brown & Wood LLP, in New
York, notes that the Warnaco Group Debtors' confirmed Plan
provides that each holder of an Allowed Unsecured Class 5 Claim
will receive its pro rata share of 2.549% of the New Warnaco
Common Shares, subject to Dilution.  The Plan also required that
the Reorganized Debtors will comply with all tax withholding and
reporting requirements imposed on them by any governmental unit,
and all distributions pursuant to this Plan that may be necessary
or appropriate to comply with the withholding and reporting
requirements.

Notwithstanding any other provision of the Plan, Mr. Kohn relates,
each person that has received any distribution pursuant to the
Plan has sole and exclusive responsibility for the satisfaction
and payment of any tax obligation imposed by any governmental
unit, including income, withholding and other tax obligations, on
account of the distribution.  The Reorganized Debtors believe that
to avoid potential exposure, they should not effect distribution
of securities under the Plan unless they can submit an IRS Form
1099 with respect to each distribution.

Mr. Kohn reports that on April 3, 2003, in contemplation of making
the Class 5 Distributions, the Reorganized Debtors' disbursing
agent under the Plan, Wells Fargo Bank Minnesota, N.A., mailed to
all Allowed Class 5 Claimants a form requesting certain taxpayer
identification information to enable the Disbursing Agent to file
the necessary IRS Form 1099.  The Disbursing Agent advised the
Reorganized Debtors that it is not in a position to issue Forms
1099 absent the requested information.  The Disbursing Agent also
advised the Reorganized Debtors that it is not in a position to
effect the required tax withholding for persons who do not furnish
tax identification because the property to be distributed is not
in the form of cash.

On April 15, 2003, the Reorganized Debtors delivered to the
Disbursing Agent the New Warnaco Common Shares comprising the
Class 5 Distributions.  Consequently, the Disbursing Agent
commenced first and final distributions of the New Warnaco Common
Stock to all Allowed Class 5 Claimants who had returned the
Necessary Taxpayer information, or who were exempt from providing
the tax information.  The Disbursing Agent continues to make
distributions to Allowed Class 5 Claimants as and when the
Necessary Taxpayer Information is received.

As of June 6, 2003, Mr. Kohn informs the Court that approximately
780 Allowed Class 5 Claimants have failed to provide the
Necessary Taxpayer Information -- the Non-Responsive Claimants --
representing $6,300,000 in general unsecured claims and
approximately 3.9% of the Class 5 Distribution.

The Plan provides that any distribution that is unclaimed by the
Allowed Claim holder entitled to distribution for 90 days after
the distribution date will be reallocated for distribution to
holders of Allowed Class 5 Claims.  The Reorganized Debtors
believe that because the Disbursing Agent is unable to distribute
New Warnaco Common Shares without the Necessary Taxpayer
Information and the Claimants have failed to provide the
information, despite the request, the failure by an Allowed Class
5 Claimant to provide the information in effect renders the
distribution of Unclaimed Property as the Plan defined.

Although the Reorganized Debtors believe that the current failure
by the Non-Responsive Class 5 Claimants to return the Necessary
Taxpayer Information allows the Reorganized Debtors to treat their
distributions as unclaimed property, out of abundance of caution
and in an attempt to extend every consideration to those unsecured
creditors, the Reorganized Debtors seek the Court's authority to
make one last attempt to obtain the necessary tax withholding
information.

Accordingly, the Reorganized Debtors plan to mail a second and
final notice to all Non-Responsive Claimants, and also make clear,
in both the order and the notice, that a failure to provide the
Disbursing Agent with the Necessary Taxpayer Information within 90
days will result in the distribution otherwise slated for those
unsecured creditors being deemed Unclaimed Property under the Plan
and the distribution will be forever forfeited and reallocated for
distribution to the Unsecured Pool.

Mr. Kohn contends that the requested relief will:

    (a) support the Reorganized Debtors' Plan implementation, and

    (b) facilitate a prompt distribution of the New Warnaco
        Common Stock to the Non-Responsive Class 5 Claimants.
        (Warnaco Bankruptcy News, Issue No. 51; Bankruptcy
        Creditors' Service, Inc., 609/392-0900)  


WASHINGTON MUTUAL: Fitch Ups & Affirms Ratings from 3 Series
------------------------------------------------------------
Fitch Ratings has taken rating actions on the following Washington
Mutual Mortgage Securities Corp. residential mortgage-backed
certificates:

Washington Mutual Mortgage Securities Corp., mortgage pass-through
certificates, series 2000-1

        -- Class A affirmed at 'AAA';
        -- Class M-1 affirmed at 'AAA';
        -- Class M-2 affirmed at 'AA+';
        -- Class M-3 affirmed at 'A+';
        -- Class B-1 affirmed at 'BB+';
        -- Class B-2 affirmed at 'B+'.

Washington Mutual Mortgage Securities Corp., mortgage pass-through
certificates, series 2000-3

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

Washington Mutual Mortgage Securities Corp., mortgage pass-through
certificates (WMMSC), series 2001-7 Groups I & III

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

Washington Mutual, mortgage pass-through certificates (WMMSC),
series 2001-7 Group II

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

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


WEIRTON STEEL: Taps Kirkpatrick & Lockhart and Spilman Thomas
-------------------------------------------------------------
Mark E. Freedlander, Esq., at McGuireWoods LLP, in Pittsburgh,
Pennsylvania, tells the Court that Weirton Steel Corporation and
its debtor-affiliates wants to employ Kirkpatrick & Lockhart LLP
and Spilman, Thomas & Battle, PLLC as its special counsels because
of:

    -- K&L and STB's extensive experience and expertise with
       respect to certain special counsel matters; and

    -- the general knowledge and information that K&L and STB
       obtained regarding the Debtor and its business, operations
       and debt structure as a result of its prepetition services
       to the Debtor.

As a result of their efforts over the past several years, K&L and
STB are intimately familiar with the complex legal issues that
have arisen and are likely to arise in connection with the Special
Counsel Matters.  On the contrary, both the interruption and the
duplicative cost involved in obtaining substitute counsel to
replace K&L and STB's unique role at this juncture would be
extremely harmful to the Debtor and its estate.

Mr. Freedlander assures the Court that the Debtor is mindful of
the need to avoid duplication of services and appropriate
procedures will be implemented to avoid duplication of effort as a
result of each Designated Special Counsel's role.

                           K&L Engagement

Pursuant to a May 16, 2003 engagement letter, the Debtor engaged
K&L to continue to provide Weirton advice in its Chapter 11 case.
Michael C. McLean, Esq., a K&L member, relates that the Debtor
asked K&L to render legal services in connection with matters,
including, but not limited to:

    (a) ongoing primary legal services, including:

        -- general corporate, including corporate governance and
           corporate advice and planning, and securities matters,
           including SEC compliance and reporting matters;

        -- insurance coverage and related litigation; federal
           court and complex litigation regarding contract,
           commercial and other issue other than litigation in
           West Virginia state courts;

        -- ERISA counseling and compliance;

        -- intellectual property matters, including patent and
           trademark protection, licensing, prosecution of
           intellectual property rights and litigation other than
           pending litigation;

        -- federal and state environmental matters, including
           regulatory and litigation matters except for matters
           undertaken at the request of the General Counsel by
           STB;

        -- labor and employment matters; and

        -- governmental relations other than West Virginia
           related matters;

    (b) consistent with past and current engagement with the
        Debtor, which may include:

        -- assisting in the review of the pension, post-
           retirement medical plans, employee stock ownership
           plans and other employee benefits plans;

        -- assisting in the analysis of the Company's
           alternatives and advising management and the Board of
           Directors;

        -- drafting and preparing the documentation of new plan;

        -- negotiations with the Pension Benefit Guaranty
           Corporation as well as the Internal Revenue Service
           and the Department of Labor as necessary regarding the
           PBGC's becoming trustee of the Weirton Pension Plan
           and the party responsible for prospective
           administration and funding of the Weirton Pension Plan;

        -- negotiations with any committee appointed under
           Section 1114 of the Bankruptcy Code to represent the
           interests of beneficiaries of the Company's various
           post-retirement medical programs concerning amendments
           to or termination of these postpetition medical
           programs; and

        -- negotiating the legal aspects of any new plans;

    (c) providing legal services, alone or together with
        McGuireWoods and other law firms retained by the Debtors,
        in connection with the assessment of the Debtor's
        financial restructuring or other strategic alternatives
        and a possible financial restructuring transaction, a
        possible merger or other transaction including the sale
        of all or substantially all of the business, assets or
        equity of the Debtor in one or more transactions,
        possible private placements of equity or debt securities
        or other financing transactions and government guaranteed
        loans; and

    (d) other services reasonably necessary to accomplish these
        tasks and as the Debtor requests.

K&L intends to:

    (a) charge for its legal services on an hourly basis in
        accordance with its ordinary and customary hourly rates in
        effect on the date services are rendered, and

    (b) seek reimbursement of actual and necessary disbursements.

K&L's customary hourly rates are:

              Attorneys              $140 - 600
              Legal Assistants         40 - 225

Mr. McLean says that during calendar year 2002 and subsequent
periods, K&L received or expects to receive from the Debtor
approximately $3,608,000 for services rendered, and costs and
expenses incurred, in the representation of the Debtor prior to
the Petition Date.  The Debtor also promised to provide a
$100,000 advance payment to be held in a separate trust account.

                           STB Engagement

On the other hand, James A. Walls, Esq., an STB member, discloses
that STB has served as non-exclusive outside general counsel to
the Debtor since 1985.  In that capacity, the firm has represented
the Debtor in numerous litigation matters.  Among the areas of
practice that STB believes it can effectively and efficiently
represent Weirton Steel's interests are:

    -- labor and employment,
    -- workers' compensation,
    -- trial and litigation,
    -- government relations and lobbying,
    -- real estate,
    -- environmental, and
    -- energy.

In connection with these representations, STB periodically
received compensation from the Debtor for services rendered and
expenses incurred through the Petition Date, including payments
amounting to $410,871 between April 1, 2003 and May 16, 2003.

STB intends to apply to the Court for compensation for
professional services rendered in connection with these cases.
STB will charge its customary hourly rates, currently at:

    Paralegals              $80 - 100
    Associates              120 - 165
    Members                 165 - 250

These rates are subject to periodic adjustments.  STB will also
seek reimbursement of actual and necessary expenses and other
charges that the firm incurs.  Mr. Walls is the principal attorney
who will be handling the representation and his hourly rate is
$195.

                 K&L And STB Are Disinterested

Both Mr. McLean and Mr. Walls assure Judge Friend that neither
K&L nor STB represents or holds any interest adverse to the
Debtor or its estate with respect to the matters on which K&L and
STB are to be employed.  Furthermore, neither K&L nor STB has any
connection with any creditor or other parties-in-interest, or the
U.S. Trustee or any of its employees, except as disclosed.

Thus, the Debtor seeks the Court's authority to retain and employ
K&L and STB as its special counsel as of the Petition Date.
(Weirton Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., 609/392-0900)  


WESTPOINT STEVENS: US Trustee Appoints Unsec. Creditor Committee
----------------------------------------------------------------
Pursuant to Sections 1102(a) and 1102(b) of the Bankruptcy Code,
the United States Trustee for the Southern District of New York
appoints these seven creditors to the Official Committee of
Unsecured Creditors of WestPoint Stevens Inc., effective June 11,
2003:

    A. ESL Investments
       200 Greenwich Ave., Greenwich, Connecticut 06830
       Attn: William C. Cowley

    B. GSC Partners
       500 Campus Drive, Florham Park, New Jersey
       Attn: Robert A. Hamwee
       Phone: (973) 737-1010

    C. Fidelity Research & Management Company
       82 Devonshire Street, Boston, Massachusetts 02109
       Attn: Nathan H. Van Duzer, Esq.
       Phone: (617) 392-8129

    D. Perry Strategic Capital Inc.
       599 Lexington Avenue, New York, NY 10022
       Attn: Peter Schweinworth
       Phone: (212) 583-4000

    E. HSBC Bank USA
       452 Fifth Ave., New York, NY 10018
       Attn: Robert Conrad, Vice President
       Phone: (212) 525-1314

    F. KOSA
       Charlotte Park Drive, Charlotte, North Carolina 28217
       Attn: Ernest Pepe, Credit Manager
       Phone: (704) 586-7300

    G. Imex Discovery Resources Inc.
       5311 77 Center Drive, Charlotte, North Carolina 28217
       Attn: Eugene P. Smith, Vice President Operations
       Phone: (704) 527-1785
(WestPoint Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service, Inc., 609/392-0900)  


WINN-DIXIE STORES: S&P Downgrades Corporate Credit Rating to BB+
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Winn-Dixie Stores Inc. to 'BB+' from 'BBB-' and its bank
loan rating for the company to 'BBB-' from 'BBB'. The downgrade is
based on disappointing sales and cash flow, which is hindering
expected improvement in operating and credit measures. The 'BB+'
senior unsecured rating is affirmed. The outlook is negative.

The senior unsecured rating, now rated the same as the corporate
credit rating, had been rated one notch below it to reflect a
substantial amount of secured bank borrowings. Since the bank term
loan is paid off and revolving credit borrowings are expected to
be minimal, Standard & Poor's no longer believes senior unsecured
debt is disadvantaged in the capital structure. The Jacksonville,
Florida-based company had $337 million in funded debt as of
April 2, 2003.

Management now expects identical store sales to decline by 3&-4%
for the fourth quarter ending June 25, 2003, adjusted for the
Easter timing impact. Net earnings excluding nonrecurring items
for the fourth quarter are expected to be about 20% lower than
previous guidance. This follows a trend of declining operating
margins beginning in the second quarter of fiscal 2003, and only
marginal improvement in EBITDA coverage.

Although Winn-Dixie's store retrofit program and restructuring
program benefited the operating margin in 2002, this measure was
pressured in 2003 by weak sales and increased costs for
information technology and customer loyalty card initiatives. The
margin remains below average for the industry.

"Management's willingness to repay funded debt from discretionary
cash flow has supported credit measures," said Standard & Poor's
credit analyst Mary Lou Burde.

The company will be challenged to increase its consumer franchise
and maintain operating margins in light of intensified competition
and a weak economy. If Winn-Dixie's efficiency and merchandising
initiatives are not sufficient to offset competitive pressures,
operating and financial measures could deteriorate and pressure
the rating.


WOLVERINE TUBE: Revises 2nd Quarter 2003 Earnings Expectations
--------------------------------------------------------------
Wolverine Tube, Inc. (NYSE: WLV) announced that, based on
preliminary information and estimates, it is revising its earnings
expectations for the second quarter ending June 29, 2003.

Commenting on the announcement, Dennis Horowitz, Chairman,
President and Chief Executive Officer said, "Compounding an
already weak economy, in the later part of our second quarter,
three major factors have combined to affect our financial results.  
Specifically, a cooler than normal late spring/early summer has
adversely impacted volumes; the sharp and sudden decrease in the
U.S. dollar versus the Canadian dollar has resulted in substantial
currency impacts; and already low wholesale and rod and bar prices
have declined further.

"Sales have been particularly challenging for industrial tube
products as a result of the aforementioned weather patterns in
North America.  Cooling degree days in 2003 versus 2002 have
decreased approximately fifteen percent. In addition, industrial
tube demand has decreased due to the low level of commercial
construction activity in the United States.  While the above
factors have driven year over year reductions in volumes of
industrial tube, the impact would have been significantly sharper
had we not gained market share in commercial products.  The
weakening of the U.S. dollar versus the Canadian dollar, which has
dropped over fifteen percent year-to-date and recently hit a
seven-year low, has had a significant adverse impact on earnings,
as approximately fifty percent of our Canadian sales are
denominated in U.S. dollars.

"Wholesale product pricing, which we have discussed previously,
has continued to decline in the second quarter.  We have also
experienced price pressure on rod and bar products reflecting very
weak U.S. industrial output. As a result of the confluence of
these factors, all of which negatively impact earnings, we now
expect diluted earnings per share in the second quarter of 2003 to
be in the range of marginally positive to marginally negative."

Horowitz added, "The cumulative impact of these events overshadow
the positive results we continue to achieve in the areas of
process improvement and productivity gains, product development,
expansion of our manufacturing capabilities globally, increased
market penetration, share growth and working capital management.  
In fact, we are evaluating various programs and practices that we
expect will allow us to further reduce our working capital and
contribute to free cash flow in 2003.  As a result of the steps we
have taken, we remain confident that Wolverine is well positioned
to take advantage of our earnings leverage when economic and
market conditions improve."

The Company plans to announce final results for the second quarter
ending June 29, 2003, on July 30, 2003, and at that time will
discuss these and related events in more detail.

Wolverine Tube, Inc. is a world-class quality partner, providing  
its customers with copper and copper alloy tube, fabricated
products, metal joining products as well as copper and copper
alloy rod, bar and other products.  Internet addresses:
http://www.wlv.comand http://www.silvaloy.com

                      *     *     *

As previously reported, Standard & Poor's affirmed Wolverine
Tube Inc.'s 'BB-' corporate credit rating and removed it from
CreditWatch on March 25, 2002, after the company sold $120 million
of senior unsecured notes and obtained a new $37.5 million
revolving credit facility maturing in 2005. Rating outlook is
negative.

The rating reflects a business profile with defensible positions
in niche segments, offset by a narrow product line, cyclical
markets, significant customer concentration, and moderately
aggressive use of debt. Wolverine, a major manufacturer of custom
engineered, value-added copper and copper alloy tubing, holds
leading market shares in commercial products, which account for
about 68% of pounds shipped and roughly 80% of gross profits. The
largest market is the heating, ventilation, and air conditioning
industry, with a significant amount of activity related to the
ordinary replacement of unitary air conditioners, sales of which
are sensitive to summer weather patterns.


WORLD HEART: Provides Shareholders Business Update & Review
-----------------------------------------------------------
World Heart Corporation  (OTCBB: WHRTF, TSX: WHT), a medical
device company based in Ottawa, Ontario and Oakland, California,
provided its shareholders with a review of the current status and
future plans for the Corporation, its Novacor(R) LVAS (left
ventricular assist system) and HeartSaverVAD(TM) (ventricular
assist device).

President and CEO Rod Bryden reiterated the Corporation's focus to
build a profitable business and substantial market share with its
current product Novacor LVAS, through to 2007. The next-generation
HeartSaverVAD is expected to enter clinical trials in 2005, and
the commercial market commencing in 2007.

The Novacor LVAS is an electromagnetically driven pump that
provides circulatory support by taking over part or all of the
workload of the left ventricle. It is approved without restriction
as to application and is the market leader in Europe, it is the
only implantable mechanical cardiac assist device approved in the
Japanese market, and is approved for use as a bridge to
transplantation in the U.S. and Canada.

Mr. Bryden expressed optimism about current and future revenues
from Novacor LVAS: "Sales in Europe increased substantially
following the release of the ePTFE inflow conduit in June of last
year," he explained. "This growth continued in the first quarter
of 2003 and we expect continued growth in that market. In Japan,
sales are expected to increase modestly this year, pending a
reimbursement decision scheduled for April of next year. Japan is
then expected to be a major growth market for Novacor LVAS."

"In Canada and the United States, the ePTFE inflow conduit was
approved in the first quarter 2003 and the number of implants has
increased in the first weeks of the second quarter," Mr. Bryden
continued. Within the existing bridge-to-transplantation approval,
we expect sales in the United States to increase by more than 50%
this year and to approximately double within 12 months," Mr.
Bryden stated. "U.S. approval for long-term use by some patients
who are not candidates for heart transplantation is expected this
year. If that occurs, it will provide significant additional
opportunities," Mr. Bryden stated.

Dr. Tofy Mussivand, Chairman and Chief Scientific Officer, gave
shareholders a summary of the status of HeartSaverVAD. The new
device is scheduled for initial in vivo tests during the second
half of this year, formal pre-clinical trial next year and
clinical trials in 2005. HeartSaverVAD will provide pulsatile
blood flow, will be about half the size of Novacor LVAS, and will
be about a third smaller than the original design for
HeartSaverVAD. The design eliminates the need for a volume
compensation chamber and the pumping action is by a magnetic
drive, requiring no bearings.

"HeartSaverVAD will be small and highly reliable, with durability
estimated beyond five years," explained Dr. Mussivand. "We intend
to make HeartSaverVAD available in both fully implantable and
percutaneous lead configurations, to provide choice to patients
and health care providers," Dr. Mussivand said. The fully
implantable configuration will include an implanted
controller/battery and a transcutaneous energy transfer and
communication system.

Mr. Bryden updated shareholders on the capital position and
requirements of the Corporation: "WorldHeart began the second
quarter with less than $200,000 of cash. During the quarter, an
early exercise of warrants of $1.6 million was completed and
Technology Partnership Canada funding of approximately $2.3
million will have been received or claimed. These combined with
increased revenues will meet minimum operating requirements for
the quarter. As previously announced, WorldHeart will be raising
additional to fund operations and to repay Cdn$10 million of debt
due July 31st."

Dr. Tofy Mussivand outlined the Company's intention to add two
independent Directors following the completion of the capital
issue. "I have informed the Board that I will step down from my
role as Chairman to allow for a new Chairman to be chosen from the
independent members of our Board. I will remain as a member of the
Board of Directors and Chief Scientific Officer of the
Corporation," concluded Dr. Mussivand.

At March 31, 2003, World Heart's balance sheet shows a total
shareholders' equity deficit of about $51 million.    


WORLDCOM INC: Wants Blessing to Sell Wireless Assets for $65MM
--------------------------------------------------------------
Worldcom Inc., and its debtor-affiliates seek authority to sell,
free and clear of all liens, claims, and encumbrances, certain
assets, including network equipment, licenses, and leases,
utilized for the provision of wireless telecommunications services
via MMDS, MDS, ITFS, and WCS spectrum, pursuant to an Asset
Purchase Agreement, dated April 24, 2003.  The Transaction
includes assignment or assumption and assignment of certain
spectrum licenses and leases, contracts, and site and tower
leases.  The Transaction is subject to any higher and better
obtained in a competitive bidding process.

Alfredo R. Perez, Esq., at Weil Gotshal & Manges LLP, in New
York, informs the Court that WorldCom Broadband Solutions, Inc.
and certain of its affiliates offer customers wireless high-speed
Internet service via Multi-channel Multipoint Distribution
Service, Multipoint Distribution Service, Wireless Communications
Service and Instructional Television Fixed Service spectrum.  The
Sellers hold licenses and leases for MMDS, MDS, WCS, and ITFS
spectrum across the United States and have deployed high-speed
wireless Internet access service in 13 markets, including
Minneapolis, Minnesota, Kansas City, Missouri and several markets
across the southeastern United States.

Since the Petition Date, the Debtors have conducted a
comprehensive review of their assets and businesses to determine
if any components of the Company should be sold.  In furtherance
thereof, the Debtors and their advisors engaged in an extensive
analysis of the MMDS business and determined to market the
Business for sale to potential purchasers.

In October 2002, Mr. Perez reports that WorldCom and its advisors
prepared an extensive information package for interested parties.
Over the next month, 40 parties requested information on the
Business.  WorldCom subsequently received preliminary indications
of interest from 19 parties and bids from 10 parties for either
the Business or select assets of the Business.  As the marketing
period approached its conclusion in February 2003, WorldCom
identified the two most attractive offers from potential
purchasers.  Following discussions with each of the top two
bidders, WorldCom determined that an offer from BellSouth Wireless
Cable, Inc., an affiliate of BellSouth Corporation, represented
the highest and best offer received by the Debtors for the Assets.  
After several months of negotiations, on April 24, 2003, the
Debtors and BellSouth Wireless entered into the Agreement.

The Agreement, which is subject to Bankruptcy Court approval, and
the transactions contemplated, which are subject to approval of
the Federal Communications Commission, provides for, among other
things, the sale of the Assets, as more particularly described in  
the Agreement, including the assignment or assumption and
assignment to Purchaser of certain spectrum licenses and leases,  
contracts, and site and tower leases.  The principal terms of the
Agreement are:

    A. Purchase Price: The Purchaser will:

       1. purchase the Assets from the Sellers for $65,000,000,
          subject to certain purchase price adjustments in the
          event that the FCC does not approve all of the FCC
          Assignment Applications; and

       2. assume, effective as of the Closing, and thereafter pay,
          perform and discharge when due, the Assumed Liabilities.

       In addition, the Agreement provides for certain Contingent
       Consideration to be payable to the Sellers after the
       occurrence of certain events, namely FCC relocation of
       certain spectrum and the subsequent sale of the spectrum
       within a specified time frame.

    B. Deposit: The Purchaser has provided a $3,900,000 deposit
       with the Escrow Agent to be applied toward the Purchase
       Price at the Closing.

    C. Closing Date: The Closing will occur within five business
       days following the satisfaction or waiver of the conditions
       set forth in Article VIII of the Agreement, including entry
       of the Sale Order, FCC approval, and clearance under the
       HSR Act.

    D. Assets To Be Sold: All FCC licenses and FCC license
       applications, certain spectrum leases, tower leases, owned
       towers, ground leases and other contracts, certain network
       equipment used in the Business, and other assets.

    E. Purchaser Assumed Contracts and Payment of Cure Amounts:
       The Sellers will assign or assume and assign to Purchaser
       the Final Assumed Contracts, provided, however, that the
       Sellers reserve the right to remove a Contract from the
       Purchaser Contract List, and elect not to assume and assign
       any Contract, through the Exclusion Date.  The Sellers will
       pay Cure Amounts in respect of Final Assumed Contracts,
       subject to certain exceptions.

    F. Bankruptcy Court Approval: The Agreement and the
       transactions contemplated are subject to higher and better
       offers obtained pursuant to the Auction Procedures
       established in the Auction Procedures Order and entry of
       the Sale Order.  The Auction Procedures Order and the Sale
       Order must be entered no later than June 23, 2003 and July
       25, 2003.  If the Sellers do not obtain the Auction
       Procedures Order and Sale Order prior to the stated
       deadlines, the Purchaser may terminate the Agreement
       pursuant to its terms.

    G. FCC Approval: After entry of the Sale Order, the Sellers
       and the Purchaser will seek the approval of the FCC for the
       transactions contemplated in the Agreement.  The Closing
       will not occur until FCC approval is obtained.  Either the
       Purchaser or the Sellers may terminate the Agreement
       pursuant to its terms if the Closing will not have occurred
       by December 31, 2003, provided, however, that if the
       Closing will not have occurred solely due to the failure of
       the FCC to approve the transactions contemplated in the
       Agreement, then neither party may terminate the Agreement
       prior to June 30, 2004.

    H. Break-Up Fee and Expense Reimbursement: The Sales
       Procedures Order provides for the reimbursement of expenses
       amounting to $520,000 after the entry of a sale order
       approving an Alternative Transaction and the payment of a
       "break-up fee" amounting to $1,430,000 after the
       consummation of an Alternative Transaction.

Mr. Perez contends that the decision to sell the Assets in
accordance with the terms and conditions of the Agreement is an
exercise of the Debtors' sound business judgment.  The Debtors
have determined, in connection with their review of non-core
assets, that the continued operation and ownership of the Assets
is no longer desirable.  By selling the Assets, the Debtors will:

      (i) generate cash to devote to their reorganization and the
          operation of their core telecommunications business; and

     (ii) eliminate the Debtors' expenditure of cash currently
          devoted to the operation of this non-core business.

Mr. Perez maintains that the Purchase Price provided under the
Agreement represents the highest and best offer received by the
Debtors during the period in which the Debtors marketed the
Business for sale.  The Debtors believe that the Purchase Price
represents fair market value for the Assets and that the Agreement  
is the culmination of good faith, arm's-length negotiations
between the Debtors and the Purchaser and is not in violation of
Section 363(n) of the Bankruptcy Code.  Therefore, the sale of the
Assets is within the sound business judgment of the Debtors and
should be approved by the Court.

The Debtors request that the Assets be sold, pursuant to Section
363(f) of the Bankruptcy Code, free and clear of all Liens and
Liabilities, with any Liens, if any, to be transferred and
attached to the net proceeds obtained for the Assets with the same
validity, priority, force and effect these Liens had on the Assets
immediately prior to their sale, subject to further order of the
Court.

Pursuant to certain spectrum leases, Mr. Perez believes certain
lessors may assert that they have the right to purchase or acquire
certain equipment owned by the Sellers proposed to be sold,
including, but not limited to, network equipment. Irrespective of
the identity of the Successful Purchaser, prior to the closing of
a sale of the Assets, the Business, or other select assets of the
Business, the Debtors intend to reject spectrum leases that the
Successful Purchaser does not designate as Final Assumed
Contracts.  Thus, any sale of the equipment will also be free and
clear of the third party interests.  Moreover, following the
rejection of the spectrum leases, the Debtors believe, at a
minimum, that any asserted third party interests in the equipment
would be in bona fide dispute and, therefore, the sale of the
equipment free and clear of these interests would be authorized
under Section 363(f)(4) of the Bankruptcy Code.

The Debtors also ask the Court grant them leave to file
Confidential Schedules under seal.  Mr. Perez alleges that the
Confidential Schedules contains highly sensitive commercial and
confidential information pertaining to the Assets and the
Agreement, including the salient terms of certain dispute  
resolution provisions.  For example, in the event that certain
information were to be disclosed to the public, there is great
potential for the Debtors' competitors -- or competitors of the  
Purchaser -- to use the information in a manner detrimental to the
Debtors, and could result in a reduction of the Assets' value to
potential purchasers.

Mr. Perez assures the Court that the Debtors do not seek to deny
Competing Offerors access to the Confidential Schedules, but,
rather, these parties may receive the Confidential Schedules after
execution of a confidentiality agreement.  Accordingly, the filing
under seal of the Confidential Schedules will not "chill" the
proposed auction process. (Worldcom Bankruptcy News, Issue No. 30;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   


* Meetings, Conferences and Seminars
------------------------------------
June 19-20, 2003
   RENAISSANCE AMERICAN MANAGEMENT, INC. & BEARD GROUP
      Corporate Reorganizations: Successful Strategies for
         Restructuring Troubled Companies
            The Fairmont Hotel Chicago
               Contact: 1-800-726-2524 or fax 903-592-5168 or
                        ram@ballistic.com   

June 23 and 24, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Investment Banking Program
         Assoc. of the Bar of the City of New York, New York, NY
            Contact: 1-703-739-0800 or http://www.abiworld.org

June 26-29, 2003
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains, Advanced Bankruptcy Law
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 1-770-535-7722 or
                     http://www.nortoninstitutes.org

July 10-12, 2003
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,            
         Drafting, Securities, and Bankruptcy
            Eldorado Hotel, Santa Fe, New Mexico
               Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

July 17-20, 2003
   Northeast Bankruptcy Conference
      AMERICAN BANKRUPTCY INSTITUTE
         Hyatt Regency, Newport, RI
            Contact: 1-703-739-0800 or http://www.abiworld.org  

July 30-Aug. 2, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton, Amelia Island, FL
            Contact: 1-703-739-0800 or http://www.abiworld.org

July 31, 2003
   FOUNDATION FOR ACCOUNTING EDUCATION
      Bankruptcy and Financial Reorganization Conference
         New York, NY
            Contact: 1-800-537-3635 or visit www.nysscpa.org

September 18-21, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         The Venetian, Las Vegas, NV
            Contact: 1-703-739-0800 or http://www.abiworld.org

September 12, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      ABI/GULC "Views from the Bench"
         Georgetown Univ. Law Center, Washington, DC
            Contact: 1-703-739-0800 or http://www.abiworld.org  

October 2-3, 2003
   EUROFORUM INTERNATIONAL
      European Securitisation
         Hilton London Green Park
            Contact: http://www.euro-legal.co.uk

October 10 and 11, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Symposium on 25th Anniversary of the Bankruptcy Code
         Georgetown Univ. Law Center, Washington, DC
            Contact: 1-703-739-0800 or http://www.abiworld.org  

October 15-18, 2003
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Sixth Annual Meeting
         San Diego, CA
            Contact: http://www.ncbj.org/  

October 16-17, 2003
   EUROFORUM INTERNATIONAL
      Russian Corporate Bonds
         Renaissance Hotel, Moscow
            Contact: http://www.ef-international.co.uk

November 12-14, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Litigation Skills Symposium
         Emory University, Atlanta, GA
            Contact: 1-703-739-0800 or http://www.abiworld.org  

December 3-7, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         La Quinta, La Quinta, California
            Contact: 1-703-739-0800 or http://www.abiworld.org

February 5-7, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, CO
            Contact: 1-703-739-0800 or http://www.abiworld.org

March 5, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Battleground West
         The Century Plaza, Los Angeles, CA
            Contact: 1-703-739-0800 or http://www.abiworld.org

April 15-18, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriott, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org

April 29-May 1, 2004
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Fairmont Hotel, New Orleans
               Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

May 3, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      New York City Bankruptcy Conference
         Millennium Broadway Conference Center, New York, NY
            Contact: 1-703-739-0800 or http://www.abiworld.org

June 2-5, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, MI
            Contact: 1-703-739-0800 or http://www.abiworld.org

June 24-26,2004
   AMERICAN BANKRUPTCY INSTITUTE
      Hawaii Bankruptcy Workshop
         Hyatt Regency Kauai, Kauai, Hawaii
            Contact: 1-703-739-0800 or http://www.abiworld.org

July 15-18, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      The Mount Washington Hotel
         Bretton Woods, NH
            Contact: 1-703-739-0800 or http://www.abiworld.org

July 28-31, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Reynolds Plantation, Lake Oconee, GA
            Contact: 1-703-739-0800 or http://www.abiworld.org

September 18-21, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         The Bellagio, Las Vegas, NV
            Contact: 1-703-739-0800 or http://www.abiworld.org

October 10-13, 2003
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Seventh Annual Meeting
         Nashville, TN
            Contact: http://www.ncbj.org/  

December 2-4, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Marriott's Camelback Inn, Scottsdale, AZ
            Contact: 1-703-739-0800 or http://www.abiworld.org

April 28- May 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriot, Washington, DC
            Contact: 1-703-739-0800 or http://www.abiworld.org  

July 14 -17, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Ocean Edge Resort, Brewster, MA
         Contact: 1-703-739-0800 or http://www.abiworld.org   

July 27- 30, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         Kiawah Island Resort and Spa, Kiawah Island, SC
            Contact: 1-703-739-0800 or http://www.abiworld.org

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, TX
            Contact: http://www.ncbj.org/  

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, CA
            Contact: 1-703-739-0800 or http://www.abiworld.org   

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.  

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Bond pricing, appearing in each Thursday's edition of the TCR, is
provided by DebtTraders in New York. DebtTraders is a specialist
in global high yield securities, providing clients unparalleled
services in the identification, assessment, and sourcing of
attractive high yield debt investments. For more information on
institutional services, contact Scott Johnson at 1-212-247-5300.
To view our research and find out about private client accounts,
contact Peter Fitzpatrick at 1-212-247-3800. Real-time pricing
available at http://www.debttraders.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

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

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

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

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

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

                *** End of Transmission ***