TCR_Public/030620.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, June 20, 2003, Vol. 7, No. 121

                          Headlines

3DO COMPANY: Taps Alliant Partners to Aid in Evaluating Options
360NETWORKS: Has Until July 11, 2003 to Challenge Claims
ACCESSPOINT: Must Sell Merchant Portfolio to Avert Liquidation
ACME METALS: Court Delays Entry of Final Decree through Oct. 27
ACTUANT CORP: May 31 Net Capital Deficit Narrows to $18 Million

AEROSTRUCTURES CORP: S&P Revises Watch Implications to Negative
AFTON: Delays Filing Financials Amid Restructuring Talks
AIR CANADA: Pilots Conclude Agreement on Tentative Pact Terms
ALKERMES INC: Elects to Convert Outstanding 6.52% Conv. Notes
ANC RENTAL: Wants Blessing to Issue $350M Variable Funding Notes

ARMSTRONG: AWI Gets Nod for Settlement with ACMC, CCR & Members
AT&T CANADA: Changes Company Name to Allstream Inc.
AT&T WIRELESS: Firms-Up Pact to Sell Eurotel to Cesky Telecom
AUSPEX SYSTEMS: Network Appliance Acquires Patent Portfolio
AVERY COMMUNICATIONS: March 31 Working Capital Deficit Tops $17M

BAY VIEW CAPITAL: Will Publish Second Quarter Results on July 22
BEACON POWER: Requests Hearing to Appeal Nasdaq Delisting Notice
CABLEVISION SYSTEMS: Reports Results of Internal Audit Review
CARAUSTAR INDUSTRIES: S&P Concerned About Weak Credit Measures
CENTENNIAL CELLULAR: S&P Ups Lower-B Ratings on Joint Bank Loans

CENTERPOINT ENERGY: Board Declares Regular Quarterly Dividend
CENTERSPAN COMMS: Withdraws Appeal of Nasdaq Delisting Decision
CHARTER COMMS: Lenders Approve Amendment to $5.2BB Credit Pact
CONEXANT SYSTEMS: Finalizes Senior Management Team Structure
CONSECO FINANCE: Wins Conditional 3rd Amended Plan Confirmation

CONSECO: JPMorgan Asks Court to Nix Plan Confirmation Request
CONTINENTAL ENG'G: Section 341(a) Meeting Slated for August 1
CONTRACT BUSINESS: Court OKs Asset Sale to Champion Enterprises
CYBERADS INC: Independent Auditors Express Going Concern Doubt
DIGITALNET: Proposed $125 Million Senior Unsecured Notes Rated B

DIMAC DIRECT: Asks Court to Enter Final Decree Closing Cases
DIRECTV: Committee Wins Nod to Hire Pachulski Stang as Counsel
ENERGY WEST: Hire DA Davidson and DAMG Capital as Fin'l Advisers
ENERGY WEST: Unit Reaches Settlement of PPL Montana Litigation
ENGAGE INC: Files for Chapter 11 Reorganization in Massachusetts

ENGAGE INC: Accipiter CEO Says Insolvency Won't Affect Company
ENRON CORP: Taps Phillips Son as Auctioneer & Sales Agent
ENVOY COMMS: Fails to Maintain Nasdaq Min. Listing Requirements
EXIDE TECHNOLOGIES: Brings-In Skadden Arps as Special Counsel
FANSTEEL: Court Extends Lease Decision Period through July 10

FLEMING COS.: Committee Hires KPMG to Render Accounting Services
FRANK'S NURSERY: May 18 Working Capital Deficit Narrows to $3MM
GENUITY INC: Wants to Expand Morrison & Foerster's Engagement
GLOBAL LEARNING: Case Summary & Largest Unsecured Creditors
GMAC COMM'L: Fitch Affirms 7 Note Class Ratings at Low-B Levels

GOLF TRUST OF AMERICA: Sells Sandpiper Golf Course for $25 Mill.
INTRAWARE: May 31 Net Capital Dwindles to $4,000 Due to Losses
J.L. FRENCH AUTOMOTIVE: CEO Mark S. Burgess Leaves Company
KAISER ALUMINUM: Court Approves McDermott Will as Labor Counsel
KMART: Reorganized Company Commences Options Trading on AMEX

LAIDLAW: Court Okays Scope Expansion of PwC Canada's Engagement
LARRY'S STANDARD BRAND: Files Chapter 11 Reorg. Plan in Texas
LEGACY HOTELS: Suspends Second Quarter Distribution
LODGENET ENTERTAINMENT: Closes 9.50% Senior Sub. Note Issue
MAGELLAN HEALTH: Wants to Expand Ernst & Young Retention Scope

MASTR ALTERNATIVE: Fitch Rates Class B-4 Certificates at BB-
MCSI: Wants to Continue Employing Ordinary Course Professionals
MICRON TECHNOLOGY: Posts $215MM Net Loss on $733MM Sales in Q3
MISS. CHEMICAL: Idles Potash Mines and Curtails Yazoo Production
MOBIFON HOLDINGS: S&P Assigns B Long-Term Corp. Credit Rating

MONSANTO CO.: Revamps Organizational Structure & Management Team
MOVING BYTES: Reaches Settlement in Karwat Arbitration Matter
NATIONAL CENTURY: Court Allows Medshares Claim Sale for $6.75MM
NATIONAL ENERGY: Sets Annual Shareholders' Meeting for July 10
NATIONSLINK FUNDING: Fitch Affirms BB-/B Class G, H Note Ratings

NATIONSRENT INC: Seeking Protective Order on UBS Discovery
NEW WORLD RESTAURANT: Enters Standstill Pact with Noteholders
NRG ENERGY: First Creditors' Meeting Scheduled for Monday
ODYSSEY MARINE: Ferlita Walsh Expresses Going Concern Doubt
PACIFIC GAS: Reaches Proposed Settlement Agreement with CPUC

PETROLEUM GEO-SERVICES: Reaches Financial Restructuring Pact
PETROLEUM GEO-SERVICES: CGG Supports Financial Workout Plan
PHILIP SERVICES: Brings-In Logan & Company as Noticing Agent
PORTOLA PACKAGING: May 31 Net Capital Deficit Tops $25 Million
READ-RITE CORP.: Voluntary Chapter 7 Case Summary

ROHN INDUSTRIES: Nasdaq Schedules Delisting Hearing for June 26
SHELBOURNE PROPERTIES: Sells Grove City, Ohio Property for $4MM
SLATER STEEL: Wants Court OK to Obtain $45 Million DIP Financing
SR TELECOM: S&P Affirms B+ Ratings Due to Poor Q1 Performance
STELCO INC: Estimates Up to $90 Million Second Quarter 2003 Loss

SUN HEALTHCARE: Has Until June 27, 2003 to Challenge Claims
SWTV PRODUCTION: Wants to Honor & Pay Critical Vendors Claims
TECH DATA CORP: Fitch Assigns Initial BB+/BB Debt Ratings
TOUCH AMERICA: Files for Chapter 11 Protection in Delaware
TOUCH AMERICA: Case Summary & 30 Largest Unsecured Creditors

UNITED AIRLINES: Appoints Paul R. Lovejoy as General Counsel
UNITED AIRLINES: Pacific Exchange Delists UAL Common Stock
US STEEL: Delivers Amended Offer to Purchase Polskie Huty Stali
USG CORP: Hires Equis Corporation as Real Estate Agent & Broker
VINTAGE PETROLEUM: Closes Sale of Oil & Gas Interests in Canada

VOUGHT AIRCRAFT: S&P Puts to B+ Credit Rating on Stable Outlook
WEIRTON STEEL: Hires Procurement Specialty as Consultants
WESTPOINT STEVENS: Secures Sec. 366 Injunction against Utilities
WORLDCOM INC: MCI Launches Network-Based IP VPN Remote Service
WORLDCOM INC: Judge Gonzalez Fixes Wireless Auction Protocol

ZI CORPORATION: Raises $2 Million in 2MM Share Private Placement

* John J. Chung Joins Huron Consulting as Managing Director

* BOOK REVIEW: Competition, Regulation, and Rationing
               in Health Care

                          *********

3DO COMPANY: Taps Alliant Partners to Aid in Evaluating Options
---------------------------------------------------------------
The 3DO Company has retained the services of investment banking
firm Alliant Partners to assist the Company in a comprehensive
evaluation of its strategic alternatives aimed at maximizing
stakeholder value and negotiating potential transactions for the
Company. James (Jim) L. Kochman, President & CEO of Alliant
Partners will head the engagement.

The retention of Alliant Partners has been approved by the
Bankruptcy Court overseeing the Chapter 11 case commenced by the
Company on May 28, 2003. Alternatives to be considered may include
a sale of all or some of the Company's assets or formulation of a
plan of reorganization in the Chapter 11 case. The 3DO Company's
common stock is currently trading in the pink sheets under the
symbol THDOQ.

Alliant Partners is a technology-focused investment bank which
provides advisory services for all types of M&A transactions to
public corporations and to small, private companies. Alliant is
expert in facilitating sales of entire enterprises, divesting
portions of a company, or advising companies going through the
difficult transition of bankruptcy, dissolution or restructuring.
Alliant has a strong portfolio of emerging and middle-market
technology companies, especially in the areas of electronic
systems, software and services, semiconductors and equipment, and
medical devices and life sciences. Alliant Partners is a
wholly-owned broker-dealer subsidiary of Silicon Valley
Bancshares.

The 3DO Company, headquartered in Redwood City, Calif., develops,
publishes and distributes interactive entertainment software for
personal computers, the Internet, and advanced entertainment
systems such as the PlayStation(R)2 computer entertainment system,
the Xbox(TM) video game system from Microsoft, and the Nintendo
GameCube(TM) and Game Boy(R) Advance systems. More information
about The 3DO Company and 3DO products can be found on the
Internet at http://www.3do.com


360NETWORKS: Has Until July 11, 2003 to Challenge Claims
--------------------------------------------------------
360networks inc., and its debtor-affiliates ask the Court to
extend the Claims Objection Deadline to July 11, 2003.

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher, in New York,
reports that the Debtors have made substantial progress in
objecting to, and resolving, claims against their estates.  On
September 13, 2002, the Debtors filed their First Omnibus
Objection to Claims -- approximately 1,200 Claims.  Since then,
numerous Claims have been resolved.  However, there still remain
at least 60 Claims for resolution.

Notwithstanding the positive pace of the claims resolution process
to date, the Debtors, based on consultation with the Creditors'
Committee, believe that it is necessary and appropriate to extend
the Claims Objection Deadline.  The Committee advised the Debtors
that it is in the process of concluding its analysis of Committee
Claims, which are potential preference claims against third
parties that, under the Plan, the Committee may prosecute.

Mr. Lipkin notes that under the Plan, the Committee has the
primary responsibility for evaluating and, if appropriate,
objecting to any claim filed in the Debtors' cases that relate to
Committee Claims -- the Related Claims.  The Debtors understand
that the Committee has yet to complete its evaluation of the
Related Claims.  Moreover, under the Plan, if and when the
Committee decides not to object to a particular Related Claim,
then the Debtors would need some time to evaluate whether to
object to the Related Claim the Committee decides not to contest.
The Debtors anticipate that the extension requested would be
sufficient for this purpose as the Committee only has until
June 28, 2003 to file any preference actions.

                          *     *     *

After due consideration, Judge Gropper extends the Claims
Objection Deadline to July 11, 2003; provided, however, to the
extent that, pursuant to the Plan, objections to certain Claims
may be filed or served later than July 11, 2003, the later date
will apply with respect to those Claims. (360 Bankruptcy News,
Issue No. 50; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ACCESSPOINT: Must Sell Merchant Portfolio to Avert Liquidation
--------------------------------------------------------------
AccessPoint Corporation is a vertically integrated provider of
electronic transaction processing and value-added business
services. Its transaction processing service routes, authorizes,
captures, and settles all types of non-cash payment transactions
for retailers and businesses nationwide. It services the payment
processing needs of sellers by (1) providing merchant
underwriting, risk management and account services, and (2)
supporting the network and technology services necessary for both
retail (in-store) and Internet point of sale transactions. To this
core function it provides sellers with a entire suite of
integrated business applications that centralize the management of
(A) both in-store and online transaction processing and
accounting, (B) automated web site design, hosting services and
catalog creation and management, (C) merchandising and benefits
management, (D) order processing and tracking services, and (E) a
whole host of reporting and monitoring tools.

The Company's multi-application e-payment and e-commerce systems
provide a single source solution to merchants, businesses and the
sales organizations that market its products. The Company's
clients enjoy the benefits of a versatile, powerful, multi-purpose
system that provides a comprehensive level of payment acceptance
options and value-added businesses services without having to
manage the multiple business relationships normally required for
these functions.

AccessPoint has incurred losses since the inception of its
operations. At December 31, 2002, it had an accumulated deficit of
$18,585,499. In the past, the Company has relied substantially on
private placement offerings of debt and equity to offset its
losses and to fund ongoing operations, research and development
programs and business activities. The Company is currently
cashflow neutral, having enough operating inflows to support its
ongoing operations on a monthly basis. Regrettably, the slim
margin of profitability associated with its core business provides
no opportunity, in the short- or long-term to repay its
approximate $6,000,000 in debt. With ongoing litigation with the
Bentleys draining the Company's slim resources, the only viable
option for the Company's future is the sale of a part of the
merchant portfolio to a third party. By using the proceeds from
the sale of the portfolio to reduce debt, it could plan for the
future. Without the sale of the merchant portfolio, its
reorganization or liquidation is imminent.


ACME METALS: Court Delays Entry of Final Decree through Oct. 27
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted
Acme Metals Incorporated and its debtor-affiliates' request to
delay entry of final decree closing the Companies' chapter 11
cases through October 27, 2003.

The Debtors cite Local Rule 5009-1 which provides that the Court
shall enter a final decree at the expiration of 180 days after
entry of an order confirming a chapter 11 plan, unless a party in
interest files a motion to delay the entry of a final decree.

The Debtors relate that they have made a significant progress in
prosecuting these chapter 11 cases.  Currently, the Debtors
continue to diligently prosecute and resolve pending claims
objections, however, to date, certain claims objections and other
issues remain unresolved.

Acme Metals and its debtor-affiliates are engaged in the business
of steel manufacturing and fabricating. The Company filed for
chapter 11 bankruptcy protection on September 28, 1998 (Bankr.
Del. Case No. 98-2179).  Brendan Linehan Shannon, Esq. and James
L. Patton, Esq. at Young, Conaway, Stargatt & Taylor represent the
Debtors in their restructuring efforts. The Debtors' consolidated
balance sheet as of December 31, 2000 reports total assets of
$654,421 and liabilities of $362,737.  The Debtors' Amended Plan
became effective on November 25, 2002.


ACTUANT CORP: May 31 Net Capital Deficit Narrows to $18 Million
---------------------------------------------------------------
Actuant Corporation (NYSE:ATU) announced results for its third
quarter ended May 31, 2003. Sales increased approximately 23% to
$147.2 million compared to $120.0 million in the prior year.
Current year results include those from Heinrich Kopp AG, which
was acquired on September 3, 2002. Excluding Kopp and the impact
of foreign currency exchange rate changes on translated results,
third quarter sales decreased approximately 3%. Third quarter
fiscal 2003 net earnings and diluted earnings per share were $10.0
million and $0.82 per diluted share, respectively. This compares
favorably to a net loss in the third quarter of the prior year of
$11.0 million, or $0.95 per diluted share. The prior year loss
included a $14.3 million pre-tax charge for early extinguishment
of debt ($9.3 million or $0.80 per share, net of tax) and a net
$10.0 million, or $0.86 per share, discontinued operations charge.
Excluding these two items, prior year net earnings were $8.3
million, or $0.68 per diluted share.

Sales for the nine months ended May 31, 2003 were $437.1 million,
approximately 28% higher than the $341.6 million in the comparable
prior year period. Excluding Kopp and the impact of foreign
currency rate changes on translated results, sales for the year-
to-date period increased 1%. Net earnings for the nine months
ended May 31, 2003 were $18.9 million, or $1.55 per diluted share,
compared to a loss of $9.6 million, or $0.96 per diluted share,
for the comparable prior year period. In fiscal 2003, the Company
recorded net of tax special charges of $1.3 million, or $0.10 per
diluted share, related to the early extinguishment of debt and
$4.2 million, or $0.34 per diluted share, related to litigation
matters associated with businesses divested prior to the spin-off
in July 2000. In fiscal 2002 the Company adopted Statement of
Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets", which resulted in a net cumulative effect of
accounting change charge of $7.2 million, or $0.72 per diluted
share. Fiscal 2002 results also included the $14.3 million pre-tax
early extinguishment of debt charge and the $10.0 million net
discontinued operations charge discussed above. Excluding these
special charges, net earnings and diluted earnings per share for
the nine months ended May 31, 2003 were $24.4 million, or $2.00
per diluted share, compared to $16.9 million, or $1.69 per diluted
share, respectively, in the prior year.

At May 31, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $18 million.

Commenting on the results, Robert C. Arzbaecher, Chairman,
President and CEO of Actuant, stated, "We are pleased to report
increased earnings for the third quarter. Business conditions were
especially challenging as a result of the war in Iraq, lower
recreational vehicle production by OEM's in order to balance
dealer inventory, and the overall weak economy. Despite these
conditions, we were able to deliver satisfactory results by
focusing on our customers and aggressively managing our costs.
Actuant's year-to-date earnings per share excluding special items
are 18% above last year. Excluding the special items, Actuant has
increased its earnings per share in each of the last eight
quarters."

He continued, "We are also happy to report that during the third
quarter we settled the litigation relating to a previously
divested business unit for less than the related charge we
recorded in the first quarter's results. This resulted in a $0.8
million, or $0.04 per diluted share, non-operating gain during the
third quarter. The settlement will be paid in the fourth quarter.
Third quarter cash flow was strong as we reduced our total
quarter-end borrowings to below $190 million for the first time,
despite a $7 million semi-annual bond interest payment during the
quarter.

"Given the economic environment, we continued to focus on cost
reductions during the quarter and commenced many of the actions we
announced last quarter to remain competitive in the marketplace.
Such initiatives resulted in pre-tax downsizing expenses in our
third quarter results of approximately $1.2 million ($0.06 per
diluted share), and included personnel reductions in a number of
businesses, as well as the consolidation of small production and
distribution facilities. These previously announced actions will
continue into the fourth quarter. Additionally, we completed the
closure of one of Kopp's German manufacturing plants and continue
to work on additional cost reductions to increase Kopp's profit
margins."

Fiscal 2003 third quarter sales in the Tools & Supplies segment
were $91.4 million, or approximately 39% higher than last year's
$65.7 million due primarily to the Kopp acquisition and foreign
currency rate changes. Excluding Kopp and the impact of foreign
currency rate changes, Tools & Supplies segment revenues were down
2% during the quarter versus the comparable prior year period
primarily due to the weak U.S. economy. Current year third quarter
sales in the Engineered Solutions segment increased approximately
3% to $55.8 million, compared to $54.3 million in the previous
year. Excluding foreign currency rate changes, Engineered
Solutions sales decreased 5%, reflecting the expected lower sales
to RV OEM's.

Actuant's third quarter operating profit and EBITDA (net earnings
before interest, income taxes, depreciation, amortization and
minority interest deduction) were $19.4 million and $24.3 million,
compared to $19.7 million and $22.7 million, respectively, in the
comparable prior year period. EBITDA is an important non-GAAP
financial metric used by many investors to determine the Company's
credit ratios and loan covenant compliance. As previously noted,
operating profit included approximately $1.2 million of downsizing
related costs, as well as the results of recently acquired Kopp
which currently generates a much lower profit margin than
Actuant's other units.

Net debt (total debt less cash) decreased approximately $7 million
during the quarter to $184.8 million at May 31, 2003. The Company
acquired a small hydraulics company in China during the quarter
for approximately $1.7 million, including assumed liabilities. Its
impact on third quarter operating results was nominal.
Availability under the Company's senior credit facility revolver
was approximately $85 million at May 31, 2003.

Commenting on the outlook for the final quarter of fiscal 2003,
Arzbaecher said, "We expect fourth quarter results to be improved
over prior year results, despite our view that short term economic
conditions will remain weak and our expectation of incurring
additional downsizing costs in the fourth quarter. Specifically,
we are projecting fiscal fourth quarter sales in the $140-$145
million range and earnings per share in the $0.75-$0.80 range.
This would equate to full year fiscal 2003 sales of $579-$584
million and diluted EPS of $2.75-$2.80, excluding special charges.
Looking ahead to fiscal 2004, our initial guidance anticipates
modest improvements in the economy, a continued low interest rate
environment, and today's accounting rules and currency rates. We
expect diluted earnings to be $3.10-$3.40 per share on sales of
$610-$630 million. Provided we can achieve these targeted
earnings, it would be our third consecutive year of double digit
EPS growth, ignoring special charges and gains."

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.

For further information on Actuant and its business units, visit
the company's Web site at http://www.actuant.com


AEROSTRUCTURES CORP: S&P Revises Watch Implications to Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services revised the CreditWatch
implications of its ratings on Aerostructures Corp., including
the 'BB-' corporate credit rating, to negative from developing.

"Aerostructures is being acquired by Vought Aircraft Industries
Inc., which we just assigned a 'B+' corporate credit rating to,"
said Standard & Poor's credit analyst Christopher DeNicolo, "and
Aerostructures' CreditWatch revision reflects Vought's lower
rating."

Dallas, Texas-based Vought plans to use a portion of the proceeds
from a proposed $250 million unsecured note offering to repay
Aerostructures' $135 million outstanding bank debt, which is
essentially all of the company's debt.

Aerostructures' ratings will be withdrawn when the transaction
closes, which is expected by the beginning of July.


AFTON: Delays Filing Financials Amid Restructuring Talks
--------------------------------------------------------
Further to its press release dated May 20, 2003, Afton continues
its negotiations with its senior and subordinated debt lenders to
restructure its debt. These arrangements are expected to improve
the company's balance sheet and assist with the TSX review
process.

Afton believes that it is in the best interests of its
stakeholders and appropriate to continue to delay the release of
the 2002 Financial Statements and the 2003 First Quarter
Statements until the revised credit facilities have been put in
place, because of the positive impact these revisions will have on
the financial statements and the MD & A with respect to debt
classification and related note disclosures.

Afton expects to issue the 2002 Financial Statements and 2003
First Quarter Statements prior to July 20, 2003.

The Ontario Securities Commission has indicated that, in
accordance with its Policy 57-603, should Afton fail to file the
2002 Financial Statements by July 20, 2003 or the 2003 First
Quarter Statements by July 30, 2003, a cease trade order may be
imposed by the applicable securities commissions requiring that
all trading of securities of Afton cease for such period specified
by the order. During the period of time that the 2002 Financial
Statements and the 2003 First Quarter Statements remain unfiled,
the directors, senior officers and insiders of Afton will not
trade in securities of Afton.

As a result of the delay in the release of the 2002 Financial
Statements, Afton will postpone for up to 60 days its annual
meeting originally scheduled for June 24, 2003. Afton will also
delay the filing of its Annual Information Form for the year ended
December 31, 2002 until such time as its 2002 Financial Statements
are filed.


AIR CANADA: Pilots Conclude Agreement on Tentative Pact Terms
-------------------------------------------------------------
The Air Canada Pilots Association (ACPA) announced today that they
have concluded an agreement on all the outstanding items of the
tentative contract reached on June 1st, 2003.

This agreement now provides the final language that the
Association leadership will be taking to the pilot group, with a
recommendation for their approval, in an upcoming ratification
vote.

The six-year contract has been pursued as part of Air Canada's
restructuring under the Companies' Creditors Arrangement Act
(CCAA). As a result of the agreement, the Air Canada pilots will
provide Air Canada with approximately one third of the total labor
savings that the company had been seeking.

The ACPA leadership will be presenting the contract to the
membership in a series of Canada-wide meetings that are scheduled
to get underway June 19th. Plans call for a ratification vote to
be held over a ten-day period from June 20th to June 30th.

The Air Canada Pilots Association is the largest professional
pilot group in Canada, representing the approximately 3300 pilots
who operate Air Canada's mainline fleet.


ALKERMES INC: Elects to Convert Outstanding 6.52% Conv. Notes
-------------------------------------------------------------
Alkermes, Inc. (Nasdaq:ALKS) -- whose March 31, 2003 balance sheet
shows a total shareholders' equity deficit of about $5 million --
will exercise its right to automatically convert all of its
outstanding 6.52% Convertible Senior Subordinated Notes due
December 31, 2009.

Notes in the principal amount of approximately $174.5 million are
currently outstanding. Alkermes has the right to elect to
automatically convert the Notes because the closing price of
Alkermes' Common Stock, par value $0.01 per share, has exceeded
150% of the conversion price of the Notes ($7.682) for 20 trading
days during the 30-day trading period that ended Wednesday.

The conversion will occur on Friday, July 18, 2003 and the Notes
will be converted at a rate of 130.1744 shares of Alkermes' Common
Stock per $1,000 of principal. Upon conversion, cash will be paid
in lieu of any fractional shares of Alkermes Common Stock. In
addition, pursuant to the terms of the Notes, because the Notes
are being converted prior to December 31, 2004, Alkermes shall
also make a payment equal to 1.5 years of interest on the Notes
outstanding on the conversion date. Such interest payment shall be
made in cash.

The details concerning the conversion of the Notes are fully
described in an Automatic Conversion Notice that will be mailed to
holders of Notes today.  U.S. Bank National Association, as
trustee, will handle conversion transactions.

Alkermes, Inc. is an emerging pharmaceutical company developing
products based on its sophisticated drug delivery technologies to
enhance therapeutic outcomes. Our areas of focus include:
controlled, extended-release of injectable drugs utilizing our
ProLease(R) and Medisorb(R) delivery systems and the development
of inhaled pharmaceutical products based on our proprietary
Advanced Inhalation Research, Inc., ("AIR(R)") pulmonary delivery
system. Our business strategy is twofold. We partner our
proprietary technology systems and drug delivery expertise with
many of the world's finest pharmaceutical companies and also
develop novel, proprietary drug candidates for our own account. In
addition to our Cambridge, Massachusetts, headquarters, research
and manufacturing facilities, we operate research and
manufacturing facilities in Ohio.


ANC RENTAL: Wants Blessing to Issue $350M Variable Funding Notes
----------------------------------------------------------------
Prior to the Petition Date, ANC Rental Corporation and its debtor-
affiliates financed their vehicle fleet primarily by leasing
vehicles from certain wholly owned indirect non-debtor
subsidiaries of ANC, which financed the acquisition of the fleet
through the issuance of asset-backed commercial paper, asset-
backed medium-term notes and asset-backed auction rate notes,
arranged by certain special purpose subsidiaries of ANC.  Bonnie
Glantz Fatell, Esq., at Blank Rome LLP, in Wilmington, Delaware,
relates that these programs were financed through ARG Funding
Corp., a non-debtor special purpose entity and a wholly owned
direct subsidiary of ANC, which issued medium term "Rental Car
Asset-Backed Notes," auction rate notes to the public through
private placements, variable funding notes funded by ANC Rental
Funding Corp., an indirect wholly owned subsidiary of ANC, and
various bank multi-seller conduits through the issuance of
commercial paper to the public.

ARG Funding loaned the proceeds of these issuances to three
special purpose entities for the purpose of purchasing vehicles:

    1. Alamo Financing L.P.,

    2. National Car Rental Financing Limited Partnership, and

    3. CarTemps Financing L.P.

In exchange for the funds advanced by ARG Funding to each of the
Lessor SPE, Ms. Fatell states that each Lessor SPE issued Variable
Funding Notes or VFN to ARG Funding.  Each Lessor SPE used these
proceeds and a portion of its partnership capital to, among other
things, purchase and finance vehicles.  The Lessor SPEs, in turn,
leased the vehicles to ANC's three operating companies each of
which are debtors in these Chapter 11 cases:

    1. Alamo Rent-A-Car, LLC;

    2. National Car Rental System, Inc.; and

    3. Spirit Rent-A-Car, Inc., d/b/a Alamo Local.

These leasing arrangements between each Operating Company and each
Lessor SPE are governed by the Amended and Restated Master Lease
Agreements dated as of June 30, 2000.  ANC is a guarantor under
the Existing Master Lease Agreements.

Ms. Fatell informs the Court that the Operating Companies rent the
vehicles to the public as part of their car rental businesses.
Each Operating Company uses the cash generated from its rental
operations to make the lease payments due to its Lessor SPE under
the Existing Master Lease Agreements.  Each Lessor SPE, in turn,
uses the lease payments to make payments due on the Existing
Leasing Company Notes issued to ARG Funding.  ARG Funding then
uses the payments to make payments due to the holders of the
medium term notes, the variable funding notes, and the auction
rate notes.

On April 4, 2002, the Court authorized the Debtors to:

    1. enter into New Master Lease Agreements and Related
       Operating Leases;

    2. guarantee the obligations of Each Lessee Under the New
       Master Lease Agreements;

    3. pay certain fees associated with the transaction; and

    4. enter into other agreements and documents necessary to
       consummate the transaction.

On August 23, 2002, the Court approved an amendment of the term
sheet with Deutsche Bank Securities Inc. relating to issuance of
Medium Term Notes.  On May 7, 2003, the Court approved the DB
Order.  In the motion leading up to the May 2003 DB Order, the
Debtors noted that, among other things, if market conditions
dictated, the Debtors might elect to file a motion seeking
authority to provide for the additional financing needed through
the issuance of a VFN, rather than through the issuance of
additional MTNs.

Pursuant to the DB Orders, among other things:

    1. the Debtors were authorized to enter into the New Master
       Lease Agreements;

    2. it was contemplated that ARG Funding Corp. II would

       a. issue the 2002-1 Variable Funding Note  or VFN to an
          affiliate of Deutsche Bank Securities Inc. in an amount
          up to $575,000,000; and

       b. issue the medium-term notes, placed with certain
          investors by DB Securities, in an amount up to
          $1,050,000,000;

    3. DB Securities obtained the right to act as the Debtors'
       structuring and placement agent with respect to one or more
       financings up to $1,050,000,000; and

    4. the Debtors were authorized to pay to DB Securities on the
       closing of any Additional Financing a placement fee equal
       to 1.0% on the remaining notional amount of the Additional
       Financing.

In May 2002, Ms. Fatell recounts that ARG II issued the VFN
amounting to $275,000,000.  In June 2002, ARG II increased the
maximum invested amount of the VFN from $275,000,000 to
$575,000,000.  In August 2002, ARG II refinanced the VFN with the
issuance of the MTNs by ARG II in the aggregate amount equal to
$600,000,000.  As of May 31, 2003, all of the MTNs remain
outstanding.

Due to conditions in the financial marketplace, the Debtors have
determined that it is financially more attractive to issue the
2003 VFN rather than the Additional MTNs.  Thus, the Debtors seek
Judge Walrath's permission, in connection with the 2003 VFN Term
Sheet, to enter into Additional Master Lease Agreements with the
Lessor SPEs and enter into other agreements and documents
necessary to consummate the issuance of the 2003 VFN, pursuant to
which ARG II will issue the 2003 VFN to the DB Structured
Products, Inc. or Deutsche Bank AG, New York Branch.

Pursuant to the 2003 VFN Term Sheets, Ms. Fatell explains that ARG
II will issue the 2003 VFN, in an amount up to $350,000,000 to the
DB Structured Products, Inc. or Deutsche Bank AG, New York Branch.
It is currently anticipated that the initial amount of the 2003
VFN will be $225,000,000, with the option to increase that amount
to $350,000,000.  The Debtors will have access to a fully
revolving credit facility, funded by the 2003 VFN, which will
expire upon the occurrence of the Termination Date.  The 2003 VFN
Term Sheet also provides for, among other things, the DB
Structured Products, Inc. or Deutsche Bank AG, New York Branch to
receive the 2003 VFN Fees and dynamic credit enhancement in the
form of over-collateralization and cash based on the net book
value of eligible vehicles and receivables.

By this motion, in connection with the issuance of the 2003 VFN,
the Debtors seek the Court's authority to:

    1. enter into the Additional Master Lease Agreements with the
       Lessor SPEs;

    2. guarantee the obligations of each lessee under the
       Additional Master Lease Agreements;

    3. enter into the New VFN Documents;

    4. pay the 2003 VFN Fees associated with the issuance of the
       2003 VFN and pursuant to the New VFN Documents; and

    5. enter into other agreements and documents necessary to
       consummate the transactions contemplated by the 2003 VFN
       and the New VFN Documents.

Ms. Fatell believes that the 2003 VFN to be issued pursuant to the
terms and conditions of the New VFN Documents is necessary to
enable the Debtors to meet their incremental fleet needs.  In that
connection, the 2003 VFN will provide for the liquidity needed, as
market conditions dictate, for the vehicle ramp up necessary for
the Debtors' seasonally strong summer period.  In addition, the
Debtors have investigated the possibility of obtaining fleet
financing from alternative sources and have determined that the
alternative financing arrangements of a similar size and all-in
cost are not currently available to meet the Debtors' immediate
fleet financing needs.  The Debtors submit that the issuance of
the 2003 VFN is supported by good business reasons, is reasonable
and appropriate under the circumstances, and will facilitate the
Debtors' efforts to reorganize. (ANC Rental Bankruptcy News, Issue
No. 33; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ARMSTRONG: AWI Gets Nod for Settlement with ACMC, CCR & Members
---------------------------------------------------------------
Armstrong World Industries and debtor-affiliates obtained the
Court's approval to settle disputes with Asbestos Claims
Management Corporation, Center for Claims Resolution and its
current members.

                  The Settlement Agreement

As a condition precedent to the Non-Debtor CCR Settlement, all of
the Settling Debtors must withdraw their proofs of claim against
ACMC. Therefore, the parties entered into a settlement agreement
agreeing to mutually withdraw with prejudice the proofs of claim
that each has filed in the others' bankruptcy cases.  The
withdrawal of the parties' proofs of claim with prejudice is
contingent on the approval and consummation of the Non-Debtor OCR
Settlement as well as the approval of the Settlement Agreement by
each of the United States Bankruptcy Courts presiding over the
Chapter 11 cases of the Settling Debtors.

Neither ACMC nor the Settling Debtors, including AWI, will make
any payments in connection with the Non-Debtor CCR Settlement or
the Settlement Agreement.  Each Debtor CCR Entity has signed the
Settlement Agreement -- or a substantially similar agreement --
and, with the exception of Shook & Fletcher, which has already
emerged from Chapter 11 and no longer requires bankruptcy court
approval to execute and implement the Debtor CCR Settlement, has
sought or intends to seek court approval of the agreement from the
United States Bankruptcy Court presiding over its Chapter 11 case.

The Approval of this Settlement Agreement facilitates the release,
under the Non-Debtor CCR Settlement, of any claims by the CCR or
its current members against the Settling Debtors, including AWI,
for any amounts owed to ACMC under the CCR Reimbursement Agreement
and any amounts paid by the CCR and its current members to ACMC
under the Non-Debtor Settlement.

This release allows AWI to avoid any liability to the CCR for:

        (a) its potential share of the more than $50,000,000
            liability claimed by ACMC under the CCR
            Reimbursement Agreement; and

        (b) any reimbursement or contribution claims of the CCR
            and its current members for any part of the
            $10,400,000 those parties are obligated to pay ACMC
            under the Non-Debtor CCR Settlement.

Finally, the Settlement Agreement will result in the release of
any fixed and contingent claims between ACMC and AWI, and each of
the other Settling Debtors.

                         Backgrounder

Armstrong World Industries and debtor-affiliates have reached a
settlement with the Asbestos Claims Management Corporation and
have embodied that settlement in a written agreement.  The other
signatories to this Agreement are Federal-Mogul Corporation and
certain of its affiliated Debtors, and United States Gypsum
Company, both of which are debtors-in-possession in cases pending
under Chapter 11 of the Bankruptcy Code. As a condition precedent
to the effectiveness of the Settlement Agreement, Federal-Mogul
and United States Gypsum each must obtain judicial approval of the
Settlement Agreement when submitted in their bankruptcy cases.

         Membership in the Center for Claims Resolution

The CCR is a joint defense facility established in 1988 by various
asbestos defendants, including AWI and ACMC, to litigate or settle
asbestos-related claims against its members.  The principal
agreement governing the CCR is the Producer Agreement Concerning
Center for Claims Resolution dated September 28, 1988. Among other
things, the CCR Producer Agreement operated to allocate to each
CCR member a percentage share of payments made with respect to
asbestos-related claims settled or litigated to judgment by the
CCR on behalf of its members.

                The CCR Reimbursement Agreement

In 1990, ACMC -- formerly known as National Gypsum Company --
commenced its first case under Chapter 11 of the Bankruptcy Code
in the United States Bankruptcy Court for the Northern District of
Texas.  In 1993, ACMC confirmed its Plan of Reorganization in the
First ACMC Case. Pursuant to the ACMC Plan, a settlement trust was
created to pay present and future asbestos claimants.  By 1998,
ACMC became engaged in litigation regarding whether the purchaser
of substantially all of ACMC's assets under the ACMC Plan was
liable to asbestos claimants seeking to collect from ACMC and the
Trust.  In June 2000, ACMC terminated its membership in the CCR.

Before that termination, certain CCR members entered into an
agreement with ACMC dated April 12, 1999.  Under the terms of the
CCR Reimbursement Agreement, the CCR continued to bill ACMC for
settlements and judgments at ACMC's normal Liability Payment
Share.  In the event that ACMC did not prevail in the ACMC
Litigation, ACMC alleges that the CCR Reimbursement Agreement
obligated the CCR and its members, including AWI, to reimburse
ACMC for 70% of any amounts that ACMC paid to the CCR for
asbestos-related settlements after the execution of the CCR
Reimbursement Agreement.  ACMC contends that this obligation was
triggered by a June 4, 2001 determination in the ACMC Litigation
that New-NGC was not obligated to fund certain asbestos claims
under the ACMC Plan.

            The Reimbursement Agreement Litigation

The CCR and ACMC are currently involved in an adversary proceeding
before the Texas Bankruptcy Court to determine whether the
reimbursement obligations under the CCR Reimbursement Agreement
have been triggered.  ACMC contends that it is entitled to a
retroactive reduction of its Liability Payment Share pursuant to
the CCR Reimbursement Agreement.  Therefore, ACMC contends that:

        (i) it owes nothing to the CCR with respect to certain
            unpaid bills that the CCR had sent to ACMC, and

       (ii) the CCR and its other members jointly and severally
            owe ACMC over $50 million to reimburse ACMC for
            payments ACMC previously made pursuant to the CCR
            Reimbursement Agreement.

The CCR and its other members dispute that their obligations under
the CCR Reimbursement Agreement have been triggered and assert
that ACMC owes the CCR for the unpaid bills -- calculated at the
unreduced Liability Payment Share.

On January 4, 2001, the Texas Bankruptcy Court ruled that such
obligations were triggered on June 4, 2001, thereby retroactively
reducing ACMC's Liability Payment Share.  On June 18, 2002, the
United States District Court for the Northern District of Texas
affirmed the Texas Bankruptcy Court's ruling.  The CCR has
appealed the Texas District Court's ruling to the United States
Court of Appeals for the Fifth Circuit.

On August 19, 2002, the ACMC Petition Date, ACMC voluntarily
commenced its second case under Chapter 11 of the Bankruptcy Code
with the Texas Bankruptcy Court.  As a result, the Fifth Circuit
stayed the appeal of the Reimbursement Agreement Litigation.

                   The Parties' Mutual Claims

On September 20, 2002, the Texas Bankruptcy Court set October 31,
2002, as the deadline for filing proofs of claim against ACMC in
the Second ACMC Case.  On October 29, 2002, AWI filed a proof of
claim against ACMC asserting contribution and indemnification
claims arising in connection with ACMC's unpaid obligations under
the CCR Producer Agreement.  Similar claims have been filed
against ACMC by other debtors-in-possession, who are also current
or former members of the CCR.  In turn, ACMC and its parent
entity, the NGC Settlement Trust, filed proofs of claim against
AWI and each of the other Settling Debtors asserting claims for
liabilities they contend are owed to them under the CCR
reimbursement Agreement.

Following the ACMC Petition Date, ACMC reached an agreement with
the CCR and its remaining non-debtor members -- Amchem Products,
Inc., C.E. Thurston and Sons, Inc., Certain Teed Corporation,
Dana Corporation, I.U. North American, Inc., Maremont
Corporation, National Service Industries, Inc., Nosroc
Corporation, Pfizer Inc., Quigley Company, Inc., and Union
Carbide Corporation -- to fully and finally resolve all disputes
among them related to the CCR Reimbursement Agreement and theCCR
Producer Agreement.  The Non-Debtor CCR Settlement also provides
for ACMC's release of all claims against the Settling Debtors, and
will end the Reimbursement Agreement litigation.

                  The Non-Debtor CCR Settlement

Pursuant to the Non-Debtor CCR Settlement, the Non-Debtor CCR
Settlement Parties have agreed to provide up to $10,435,963 to
ACMC in full settlement of ACMC's claim for over $50,000,000 under
the CCR Reimbursement Agreement.  The Non-Debtor CCR Settlement
Parties have also agreed to release their claims, if any, against
any former CCR members, including AWI, for:

        (i) any amounts alleged by ACMC to be due to ACMC under
            the CCR Reimbursement Agreement, and

       (ii) any amounts paid to the ACMC Parties by the
            Non-Debtor CCR Settlement Parties under the
            Non-Debtor CCR Settlement.

A condition precedent to the Non-Debtor CCR Settlement is the
withdrawal of all proofs of claim filed against ACMC by both the
Non-Debtor CCR Settlement Parties and the Settling Debtors.
(Armstrong Bankruptcy News, Issue No. 42; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


AT&T CANADA: Changes Company Name to Allstream Inc.
---------------------------------------------------
AT&T Canada Inc. (TSX: TEL.A, TEL.B; NASDAQ: ATTC, ATTCZ) enters a
new chapter in its evolution: AT&T Canada has become Allstream
Inc., a leading communication solutions provider with a world-
class portfolio of Connectivity, Infrastructure Management and IT
Services.

"[Wednes]day marks a significant milestone for our Company.
Changing our name to Allstream signifies our position as a fully
independent leading communication solutions provider," said John
McLennan, Vice Chairman and Chief Executive Officer, Allstream.
"Allstream embodies who we are as a company and how we will
deliver on commitments. Our heritage in Canada spans 150 years and
this change represents the next important step in the evolution of
our Company."

"As Allstream, we are an established and energized company that is
financially and operationally strong and that has proven business
momentum," said McLennan. "We have significantly improved our
operating and capital efficiency, we continue to make incremental
gains in pursuit of a balanced regulatory framework, and we
established a sustainable capital structure. In April, we
successfully emerged from our capital restructuring process with
no long-term debt, positive cash flow and positive net income. And
our first quarter results confirm we are executing on our business
plan."

"We will continue to strengthen our business and enhance our
competitive advantages. Going forward as Allstream, we are well
positioned to grow profitably as a highly competitive leading
communication solutions provider in the telecom and IT
marketplace," added McLennan.

Allstream is about complete solutions. The name, Allstream,
embodies how we deliver leading communication solutions by
demonstrating collaboration, responsiveness and flexibility with
all stakeholders. The value of what Allstream delivers is beyond
just data and voice - it supports the value of what our customers
create for their business.

The ellipse symbol represents the collaboration and continuous
connection between Allstream and our customers and the way we work
with them - forward focused and nimble. The overall treatment of
the logo has two elements: the movement of the lettering conveys a
sense of agility and momentum. The complementary colours in the
ellipse represent synergy and collaboration. The warm grey colour
of our logo conveys both stability and approachability, while the
orange and blue colours reflect our vibrancy, energy and customer
friendliness.

"Our new corporate brand is about more than changing our name and
logo," said John MacDonald, President and Chief Operating Officer,
Allstream. "It's about establishing a new corporate identity that
reflects who we are and what we stand for in the eyes of our
customers, employees and other stakeholders. We are a leading
communication solutions provider committed to being innovative,
responsive and agile, and we will collaborate with our customers
to deliver business solutions that meet their unique needs to help
them compete more effectively."

"Allstream is an established business that has a tremendous
platform upon which to build," added MacDonald. "Going forward as
Allstream, we have an aggressive strategy that focuses on customer
service excellence, responsiveness and agility. Our nimbleness and
ability to collaborate with customers to offer innovative business
solutions that meet their unique needs are major competitive
advantages for us. Combine that with our world-class portfolio of
Connectivity, Infrastructure Management and IT Services, and we
will continue to be a formidable force in the marketplace."

"We have an extensive broadband fibre-optic network and the
greatest reach of any competitive carrier in Canada, and we
provide international connections through strategic partnerships
and interconnection agreements with other international service
providers," said MacDonald.

"We enjoy significant competitive advantages as Allstream. We are
committed to building on our momentum and strengthening our
position as a leading competitor in every major market across
Canada by:

    -- Growing our sizeable list of loyal and blue chip customers;

    -- Focusing on customer service excellence;

    -- Collaborating with customers to deliver innovative business
       solutions; and

    -- Building on our sophisticated portfolio of Connectivity,
       Infrastructure Management and IT Services."

"As previously stated, we will continue working with AT&T Corp.,
one of our most important customers and suppliers, and we also
have the flexibility to expand our reach by partnering with new
international suppliers. We remain focused on servicing Canadian-
based multinational companies with global networking requirements
and we will also continue to support U.S.-based multinationals
with networking requirements in Canada," said MacDonald.

As part of the company's transition to the Allstream name,
Allstream will continue to communicate that it is formerly known
as AT&T Canada until no later than December 31, 2003, with the
exception of the use of the AT&T brand for its calling card and
Internet addresses until no later than June 30, 2004.

MONTAGE.DMC eBusiness Services, a division of AT&T Canada, is
adopting the new brand name and will be known as Allstream IT
Services. As one of the most respected information technology
firms focused on enterprise application development and
integration, Allstream IT Services will maintain its operational
autonomy.

Starting on June 26, 2003, Allstream's shares will trade under the
symbols ALR.A and ALR.B on the Toronto Stock Exchange, and ALLSA
and ALLSB on the Nasdaq National Market System. Until then,
Allstream will continue to trade under its current trading
symbols.

"We are tremendously excited about our prospects as Allstream,"
said McLennan. "We have a team of highly-motivated employees, a
strong management team and Board, a solid financial foundation, a
world class product portfolio, a loyal customer base that wants us
to succeed, and strategic relationships with suppliers and
partners."

"Going forward as Allstream, we have never been better positioned
to grow profitably and to build the value of this business for
shareholders and all of our stakeholders," concluded McLennan. "We
are confident that we can deepen our competitive position in the
Canadian marketplace as a leading communication solutions provider
that is committed to being an innovative and agile partner."

Allstream is a leading communication solutions provider with a
world-class portfolio of Connectivity, Infrastructure Management
and IT Services. Allstream collaborates with customers to create
tailored business solutions that meet their unique needs and help
them compete more effectively. Spanning more than 18,800
kilometres, Allstream has an extensive broadband fibre-optic
network and the greatest reach of any competitive carrier in
Canada, and provides international connections through strategic
partnerships and interconnection agreements with other
international service providers. Allstream has more than 4,000
employees and is a public company with its stock traded on the
Toronto Stock Exchange under the symbols TEL.A and TEL.B, and the
NASDAQ National Market System under the symbols ATTC and ATTCZ.
Visit Allstream's Web site at http://www.allstream.comfor more
information about the company.


AT&T WIRELESS: Firms-Up Pact to Sell Eurotel to Cesky Telecom
-------------------------------------------------------------
AT&T Wireless (NYSE: AWE) has signed an agreement to jointly sell
with Verizon Communications Inc. a 49 percent interest in Eurotel
Praha to Cesky Telecom for US$1.05 billion.  AT&T Wireless will
receive $525 million. Details of the agreement were first
announced June 5 by Cesky Telecom following approval of the
agreement by its board of directors.

Once the deal is completed, the all-cash transaction will give
Cesky Telecom full ownership and control of Eurotel, the Czech
Republic's largest wireless provider.  Closing is expected in late
2003 and is subject to regulatory approvals, and to Cesky
Telecom's ability to finance the purchase. Cesky Telecom intends
to seek debt financing to fund the deal.

Prior to closing of the purchase transaction, AT&T Wireless will
also receive from Eurotel Praha a dividend payment of $100
million.  The dividend has been approved by the board of Eurotel
Praha independent of the sale transaction and is expected to be
paid late in 2003.  The combination of the dividend and the sale
will provide AT&T Wireless with $625 million.

AT&T Wireless holds its interest in Eurotel Praha through Atlantic
West B.V., a holding company jointly owned with Verizon
Communications.  Together the companies own 49 percent of Eurotel
Praha.  Cesky Telecom owns the remaining 51 percent.

AT&T Wireless is the second-largest wireless carrier, based on
revenues, in the United States. With 21.1 million subscribers as
of March 31, 2003, and revenues of nearly $16.0 billion over the
past four quarters, AT&T Wireless delivers advanced high-quality
mobile wireless communications services, voice and data, to
businesses and consumers, in the U.S. and internationally. For
more information, visit http://www.attwireless.com


AUSPEX SYSTEMS: Network Appliance Acquires Patent Portfolio
-----------------------------------------------------------
Network Appliance, Inc. (NASDAQ:NTAP) has acquired the patent
portfolio of Auspex Systems Inc. The patent portfolio covers many
technologies central to network-attached storage systems, and
expands the number of issued U.S. patents owned by Network
Appliance. Network Appliance entered the final bid of $8,975,000
on June 13 during a court auction as part of Auspex's bankruptcy
proceedings. The final agreement transferring Auspex patents to
Network Appliance is expected to close shortly as legal details
and a contract are finalized.

"Increasing our patent portfolio gives us an even stronger
technology base to build next-generation NAS, SAN, and FAS systems
for the benefit of our enterprise customers," said Dan
Warmenhoven, chief executive officer of Network Appliance.

Network Appliance is a world leader in unified storage solutions
for today's data-intensive enterprise. Since its inception in
1992, Network Appliance has delivered technology, product, and
partner firsts that continue to drive "The evolution of
storage(TM)." Information about Network Appliance solutions and
services is available at http://www.netapp.com

Auspex Systems, Inc., a manufacturer of network storage equipment,
filed for chapter 11 protection on April 22, 2003 (Bankr. N.D.
Calif. Case No. 03-52596).  J. Michael Kelly, Esq., at the Law
Offices of Cooley Godward represents the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $30,398,964 in total assets and
$13,987,908 in total debts.


AVERY COMMUNICATIONS: March 31 Working Capital Deficit Tops $17M
----------------------------------------------------------------
Avery Communications, Inc. is a telecommunications service company
with multiple service offerings, including billing and collection
services for inter-exchange carriers and long-distance resellers
and intelligent message communication services to the travel,
hospitality, transportation, and telecommunications call center
sectors.

Avery Communications, Inc. incurred a net loss of $0.3 million
during the three months ended March 31, 2003. The Company's
operating activities provided $1.1 million of cash during the same
three-month period, and at March 31, 2003, the stockholders'
deficit was $9.4 million.  The Company is optimistic that it will
achieve profitability during 2003, based largely upon cost
reductions realized through a consolidation of operations and
incremental income from newly introduced business services.
Accordingly, the Company does not anticipate the need over the
foreseeable future for additional financing or capital (excluding
funding from the existing line of credit) to fund continuing
operations.

Revenue during the first three months of 2003 decreased by $2.4
million compared to the same period in 2002.  Revenue from
clearinghouse services is declining as a result of a decrease in
the volume of call records processed on behalf of the Company's
customers.  The Company's customers, typically long distance
network resellers, have been adversely affected by increased usage
of cell phones and prepaid phone cards and greater consumer
reliance on local exchange carriers for long distance service.
The Company is attempting to increase revenue through the
acquisition of complementary businesses and through the offering
of new services, such as 900 area code business billing and the
Aelix message communication and call center support services.  The
Company's intention is to make acquisitions or expand into markets
which will leverage its existing infrastructure.

The Company's working capital position at both March 31, 2003 and
December 31, 2002 was a negative $17.0 million.  The Company
indicates that it can operate with significant negative working
capital because a significant portion of current liabilities do
not require payment in the near future.  For example, current
liabilities at March 31, 2003 include approximately $7 million of
deposits from customers which are not typically refunded in the
ordinary course of business. The customer deposits would be
refundable over time, typically over 18 months, and only if the
customer were to significantly reduce the volume of business done
with the Company or terminate its relationship.  Most customers
have experienced lower call record volumes over the past year, and
such volume reductions have reduced certain categories of deposits
from customers.  The Company has not historically experienced any
material loss of customers in its business in any one year.

Total revenue for the three months ended March 31, 2003 was $8.8
million, which was $2.4 million, or 21.1%, lower than the $11.2
million revenue in the first quarter in 2002. The revenue decline
largely reflects a 48% decline in the volume of call records
processed by the local exchange carrier billing services, offset
by a more favorable mix of services.  The decline in call records
processed reflects increased consumer usage of cell phones and
prepaid phone cards to make long distance calls.  Call records for
neither cell phones nor prepaid phone cards are typically
processed through a billing clearinghouse. Additionally, some of
the local exchange companies have begun to offer long distance
service, which reduces the market share of the network resellers
who typically use clearinghouse services.

The Company is pursuing additional sources of revenue.  The
additional sources of revenue could arise from acquisitions or
internal growth.  It has engaged, from time to time, in
discussions with various entities regarding potential acquisition
of such entities.  In order to achieve internal growth, the
Company has introduced new services, such as 900 area code
business billing and the Aelix message communication services.
Avery's intention is to make acquisitions or expand into markets
which will leverage its existing infrastructure.

Cost of revenues consists principally of billing and collection
fees charged to Avery by local telephone companies and related
transmission costs, as well as all costs associated with the
customer service organization, including staffing expenses and
costs associated with telecommunications services. Billing and
collection fees charged by the local telephone companies include
fees that are assessed for each record submitted and for each bill
rendered to its end-user customers.  Avery achieves discounted
billing costs due to its aggregated volumes, and can pass these
discounts on to its customers.

Gross profit margin in the first quarter of 2002 was 32.6%,
compared to 28.2% in the first quarter of 2002.  The increase in
gross margin principally reflects a favorable change in mix of
services. The favorable change in mix results principally from a
greater proportion of 0+ and 900 area code billing services, which
carry a higher margin than billing for 1+ telephone calls.
Additionally, Avery was able to reduce personnel costs associated
with the customer service function by consolidating into a single
location during the second quarter of 2002.

The Company's cash balance at March 31, 2003 was $2.4 million,
compared to $4.1 million at December 31, 2002. Fluctuations in
daily cash balances are normal due to the large amount of customer
receivables that Avery collects and processes on behalf of its
customers.  Avery receives money daily from local exchange
carriers, but it ordinarily disburses such collected funds to its
customers once each week.

As stated above, Avery's net loss was $0.3 million during the
three months ended March 31, 2003.  Its operating activities
provided $1.1 million of cash during the same three-month period,
and at March 31, 2003, its stockholders' deficit was $9.4 million.
Avery's management is optimistic that the Company will achieve
profitability during 2003, based largely upon cost reductions
realized through a consolidation of operations and incremental
income from newly introduced business services. Accordingly,
management reiterates that it does not anticipate the need over
the foreseeable future for additional financing or capital
(excluding funding from the existing line of credit) to fund
continuing operations.

The Company's working capital position at both March 31, 2003 and
December 31, 2002 was a negative $17.0 million.  The Company
maintains a $9 million line of credit to meet peak cash demands.
The credit line includes a $6 million facility for working capital
and a $3 million line to provide advance funding to customers. The
ability to borrow funds at any point in time is determined by the
Company's accounts receivable balance outstanding.  At March 31,
2003, it had $2.9 million available under this credit line.


BAY VIEW CAPITAL: Will Publish Second Quarter Results on July 22
----------------------------------------------------------------
Bay View Capital Corporation (NYSE: BVC) plans to release its
second quarter 2003 results after the close of market on Tuesday,
July 22, 2003.  The Company will host a conference call at 2:00
p.m. PDT on Wednesday, July 23, 2003 to discuss its financial
results.

Analysts, media representatives and the public are invited to
listen to this discussion by calling 1-888-793-6954 and
referencing the password "BVC." An audio replay of this conference
call will be available through Friday, August 22, 2003 and can be
accessed by dialing 1-800-937-2127.

Bay View Capital Corporation is a commercial bank holding company
headquartered in San Mateo, California and is listed on the NYSE:
BVC.  For more information, visit http://www.bayviewcapital.com

As previously reported in Troubled Company Reporter, Standard &
Poor's Ratings Services withdrew all its ratings on Bay View
Capital Corp., and its subsidiaries (including Bay View Bank
N.A.) except the 'B-' preferred stock rating on its subsidiary,
Bay View Capital Trust I. These ratings are being withdrawn as the
company liquidates itself.

The preferred stock rating on Bay View Capital Corp.'s subsidiary,
Bay View Capital Trust I, was based on the parent organization's
liquidation strategy. The majority of assets have been sold, and
liquidation accounting has been adopted to facilitate the orderly
wind-down of operations and the eventual dissolution of all assets
and net cash proceeds to be paid back to stockholders. All
formerly rated debt has been retired and there remains only the
$90 million of preferred stock of Bay View Capital Trust I. This
debt will remain outstanding until the issue can be called at the
end of 2003.


BEACON POWER: Requests Hearing to Appeal Nasdaq Delisting Notice
----------------------------------------------------------------
Beacon Power Corporation (Nasdaq: BCON), a development stage
Company that designs and develops sustainable energy storage and
power conversion solutions, has requested a hearing to appeal a
Nasdaq Staff Determination that the Company no longer complies
with the $1.00 minimum bid price requirement for continued listing
and that the Company's common stock is, therefore, subject to
delisting from the Nasdaq SmallCap Market, pursuant to Nasdaq
Marketplace Rule 4310(C)(4).

The Company received a letter from Nasdaq dated June 11, 2003
stating that the Company's common stock would be delisted as of
the opening of trading on June 20, 2003, unless the Company
requested a hearing by June 18, 2003. Under Nasdaq rules, the
scheduled delisting is stayed pending the outcome of the hearing.
Until then, the Company's common stock will remain listed and will
continue to trade on the Nasdaq SmallCap Market.

At the hearing, the Company intends to request an extension of the
time to raise its share price. There can be no assurance the Panel
will grant the Company's request for continued listing.

If the appeal is denied, the Company's common stock will be
delisted from the Nasdaq SmallCap Market. In such event, the
Company expects its common stock will trade on the OTC Bulletin
Board's electronic quotation system. The Company's shareholders
will still be able to obtain current trading information,
including the last trade bid and ask quotations and share volume.

Beacon Power Corporation designs and develops sustainable energy
storage and power conversion solutions that provide reliable
electric power for the renewable energy, telecommunications,
distributed generation and UPS markets. Visit Beacon Power on the
Internet at http://www.beaconpower.comfor more information.

                           *    *    *

               Liquidity and Going Concern Uncertainty

In its latest Form 10-Q for the period ended March 31, 2003, the
Company reported:

"Based on our operating baseline, which includes the cash flow
benefits of our significantly reduced headcount, development
spending and capital expenditures, we believe that our cash and
cash equivalents and future cash flow from operations will satisfy
the Company's working capital needs through 2004. However, this
belief assumes no expenditures for prototype development or
production capabilities, which would require significant amounts
of cash. In the event that we are not able to obtain development
contracts from customers to fund prototype development, these
expenditures will significantly reduce the number of months our
cash and cash equivalents and future cash flow from operations
will satisfy our working capital needs.  In as much as we do not
expect to become profitable or cash flow positive until 2006, our
ability to continue as a going concern will depend on our being
able to raise additional capital.  We may not be able to raise
this capital at all, or if we are able to do so, it may be on
terms that are extremely dilutive to our shareholders."


CABLEVISION SYSTEMS: Reports Results of Internal Audit Review
-------------------------------------------------------------
Cablevision Systems Corporation (NYSE:CVC) said that an internal
review initiated by the company has identified improper expense
accruals at the national services division of Cablevision's
Rainbow Media Group. The improper accruals identified to date are
insignificant to the previously reported financial results of
Cablevision and Rainbow. The company also said it has notified
appropriate government authorities of the matter.

The review, which covered the period from 1999 through 2002, was
conducted by internal and external auditors, who reported to the
Company's Audit Committee. The review to date has found that
certain employees of the national services division
inappropriately accelerated the accrual of marketing expenses and,
in some cases, fabricated invoices. These actions had the effect
of inappropriately accelerating into one year expenses that should
properly have been accrued in the following year. The internal and
external auditors found no indication of any improper revenue
recognition.

The company said that it has terminated 14 AMC employees including
the president of the AMC division in connection with the company's
review of this matter.

In addition, the Company's Audit Committee has retained William
McLucas of Wilmer Cutler & Pickering to conduct an investigation
and to retain forensic accountants in this review. The
investigation will include a thorough examination of the facts
relating to the improper expense accruals, review of the company's
preliminary conclusions, and consideration of any further changes
to the company's internal financial controls or other actions that
are warranted in light of these events.

The review to date has found that $6.2 million of expenses for
2003 were accelerated and improperly accrued in 2002, rather than
2003. All but $1.7 million of that amount was identified and
reversed prior to the release of the company's 2002 results.

Based on the review to date, the company believes that improper
accruals in 2000 and 2001 were similar in size to those in 2002.
The company believes that these numbers are insignificant with
respect to its previously issued financial statements and its
independent auditors KPMG concur with this judgment. Therefore,
with the concurrence of its independent auditors, the company has
determined that no restatement of previously issued financial
statements is required.

When the company's internal accountants initially identified the
potential invoicing problem, a review was commenced by Cablevision
and Rainbow internal auditors, as well as by Cablevision's
independent auditors at KPMG. Internal accountants notified senior
management and the Audit Committee of the Board of Directors,
which retained Willkie Farr & Gallagher as outside legal counsel.

The five-month review included an examination of the company's
financial and accounting records, and contacting of more than 150
external vendors. The company has taken steps to improve its
financial controls by requiring an additional level of oversight
of expense accruals to help prevent a recurrence of this issue.

Cablevision President and CEO James L. Dolan said: "Cablevision
and its 20,000 staff members depend on continued investor and
public trust in the clarity and truthfulness of our financial
statements. The company cannot tolerate any improprieties related
to financial matters. As soon as our internal accountants
identified this problem, the company launched an extensive review
and has taken measures to help ensure that a problem of this type
does not occur again."

As reported in Troubled Company Reporter's June 5, 2003 edition,
Cablevision Systems Corporation, the parent company of CSC
Holdings, Inc., intends to spin-off to its shareholders its DBS
business, R/L DBS and its theatre business Clearview Cinemas.
Fitch currently rates CSC Holdings, Inc.'s senior unsecured debt
'BB-', the company's senior subordinated debt 'B+', and a 'B'
rating to the preferred stock issued by the company. Fitch has
assigned a 'BB' rating to the company's $2.4 billion bank
facility, which is guaranteed by the company's operating
subsidiaries. Fitch has assigned a Stable Rating Outlook to each
of the company's debt ratings.


CARAUSTAR INDUSTRIES: S&P Concerned About Weak Credit Measures
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on recycled
paperboard producer Caraustar Industries Inc., to negative from
stable based on continuing credit measure weakness.

Standard & Poor's said that at the same time it affirmed its 'BB'
corporate credit rating on the Austell, Georgia-based company.
Caraustar's debt outstanding stood at $570 million at March 31,
2003.

"The outlook revision reflects Standard & Poor's expectations that
credit measures will remain weak for the ratings in the near term
as a result of soft economic conditions, cost pressures, and
prospects for only modest price improvement without more robust
demand," said Standard & Poor's credit analyst Pamela Rice.
"Although operating rates are gradually improving through the
idling of machines, facility consolidation, and mill closures
across the industry, Caraustar's earnings and cash flows have not
recovered as expected."

Standard & Poor's said that its ratings continue to reflect
Caraustar's below-average business profile, limited product
diversity, exposure to volatile raw material costs, and an
aggressive financial policy.


CENTENNIAL CELLULAR: S&P Ups Lower-B Ratings on Joint Bank Loans
----------------------------------------------------------------
Standard & Poor's Ratings Services raised to 'B' from 'B-' the
rating on the $735 million jointly available secured bank
facilities of Centennial Cellular Operating Co. LLC and wireless
provider Centennial Puerto Rico Operations Corp. The loan has an
upstream guarantee from the U.S. wireless and Puerto Rico wireless
operating subsidiaries, and their assets are pledged to the banks
as collateral under the security agreement.

At the same time, Standard & Poor's affirmed the 'B-' corporate
credit rating on Wall, New Jersey-based parent company Centennial
Communications Corp. Standard & Poor's also affirmed the 'CCC'
rating on the recently priced $500 million senior unsecured notes
due 2013 co-issued by Centennial and Centennial Cellular Operating
Co. under Rule 144A with registration rights. This issue has been
increased from $300 million. Net proceeds of the issue will be
used to permanently pay down $300 million of the bank facility
term loan and $170 million of the outstanding revolving credit. As
a result of this transaction, the company will have cash and
availability under the revolving credit of about $275 million. All
other ratings are also affirmed. The outlook is stable.

"The upgrade reflects the fact that the bank facility has been
permanently reduced to $735 million with the proceeds of the new
unsecured note issue," said Standard & Poor's credit analyst
Catherine Cosentino. "As a result, the bank loan rating is now one
notch above the corporate credit rating to reflect the strong
likelihood of full recovery of principal." A value of
approximately $800 million has been ascribed to Centennial's
assets securing the bank loan. This represents a very conservative
cash flow multiple of nearly 3x consolidated cash flows. The
assets in the security pool include the stock of the subsidiaries
holding the FCC wireless licenses, as well as the company's
wireless properties in the United States, Puerto Rico, and the
U.S. Virgin Islands. The combination of these assets provides just
over 1x coverage of the fully drawn bank facility.

The rating on the $500 million senior unsecured notes continues to
be two notches below the corporate credit rating because of the
significant concentration of priority obligations relative to the
consolidated assets of the company. Most of the priority
obligations are borrowings under the company's $735 million of
secured bank facilities. Even with the bank paydown from the new
note issue, total secured debt will represent a sizeable
obligation, at about $721 million.

The rating reflects the high business risk of regional wireless
carriers. The regional wireless carriers have faced increased
competition from the larger, national players such as Verizon
Wireless and AT&T Wireless. The company's financial risk remains
fairly high, given its credit metrics, which include a debt to
annualized EBITDA of about 6.4x for the third quarter of the
fiscal year ended May 31, 2003.


CENTERPOINT ENERGY: Board Declares Regular Quarterly Dividend
-------------------------------------------------------------
CenterPoint Energy, Inc.'s (NYSE: CNP) board of directors declared
a regular quarterly cash dividend of $0.10 per share of common
stock payable on September 10, 2003, to shareholders of record as
of the close of business on August 15, 2003.  This equates to an
annual dividend of $.40 per share of common stock.

CenterPoint Energy, Inc., headquartered in Houston, Texas, is a
domestic energy delivery company that includes electric
transmission and distribution, natural gas distribution and sales,
interstate pipeline and gathering operations, and more than 14,000
megawatts of power generation in Texas.  The company serves nearly
five million customers primarily in Arkansas, Louisiana,
Minnesota, Mississippi, Missouri, Oklahoma, and Texas.  Assets
total more than $20 billion.  CenterPoint Energy became the new
holding company for the regulated operations of the former Reliant
Energy, Incorporated in August 2002.  With more than 11,000
employees, CenterPoint Energy and its predecessor companies have
been in business for more than 130 years.  For more information,
visit the Web site at http://www.CenterPointEnergy.com

                        *   *   *

As reported in Troubled Company Reporter's March 5, 2003 edition,
Fitch Ratings affirmed the outstanding credit ratings of
CenterPoint Energy, Inc., and its subsidiaries CenterPoint Energy
Houston Electric LLC and CenterPoint Energy Resources Corp.  The
Rating Outlook for all three companies remains Negative.

        The following ratings were affirmed by Fitch:

                  CenterPoint Energy, Inc.

      -- Senior unsecured debt 'BBB-';
      -- Unsecured pollution control bonds 'BBB-';
      -- Trust originated preferred securities 'BB+';
      -- Zero premium exchange notes 'BB+'.

            CenterPoint Energy Houston Electric, LLC

      -- First mortgage bonds 'BBB+';
      -- $1.3 billion secured term loan 'BBB'.

             CenterPoint Energy Resources Corp.

      -- Senior unsecured notes and debentures 'BBB';
      -- Convertible preferred securities 'BBB-'.


CENTERSPAN COMMS: Withdraws Appeal of Nasdaq Delisting Decision
---------------------------------------------------------------
CenterSpan Communications Corporation (Nasdaq: CSCC) has withdrawn
its appeal of Nasdaq's decision to delist the Company's stock from
The Nasdaq National Market. The Company expects that its stock
will be delisted from and will cease trading on The Nasdaq
National Market.

                         *    *    *

            Liquidity and Going Concern Uncertainty

The Company said in its SEC Form 10-K for the year ended
December 31, 2002:

"CenterSpan continued to experience operating losses during the
year ended December 31, 2002, and in the first three months of
2003, and we have never generated sufficient revenues from our
software-based content delivery operations to offset expenses.
We expect to continue to incur losses through 2003. CenterSpan
expects to incur approximately $1.0 million per quarter of
operating expenses and expects that significant ongoing
expenditures will be necessary to successfully implement our
business plan and develop and market our products.

"There is substantial doubt about our ability to continue as a
going concern. Execution of our plans and our ability to continue
as a going concern depend upon our acquiring substantial
additional financing, which we may be unable to do. Management's
plans include efforts to obtain additional capital, through bridge
loans and the sale of equity securities. We cannot predict on what
terms any such financing might be available, but any such
financing could involve issuance of equity below current market
prices and could result in significant dilution to existing
shareholders.

"CenterSpan has raised operating funds in the past by selling our
shares of our common stock. We may not be able to raise additional
funding. If we are unable to obtain adequate additional financing
or generate sufficient cash flow from operations, management will
likely be required to further curtail our operations, and we will
likely cease operations.

"In February 2002, we entered into an agreement with Sony Music.
Under the terms of the agreement, Sony makes recordings available
from its catalog of music performances for us to distribute
digitally via C-StarOne(TM) to various C-StarOne(TM) service
provider customers and their subscribers in the United States and
Canada. In exchange, we paid cash and issued stock and warrants to
Sony. The total value of the common stock, warrants and cash was
$3.7 million and is being amortized over the three-year term of
the agreement. We paid an initial content fee of $500,000 in
February 2002 upon execution of the agreement. Under the terms of
the agreement, a second content fee payment of $500,000 was due
September 1, 2002. In addition, quarterly advance royalty payments
of $250,000 each are payable for four quarters beginning September
1, 2002. The second content fee and the first three quarterly
advance royalty payments are due and payable to Sony. These
payments, totaling $1.25 million, have not been made as we are
currently in negotiations with Sony seeking to restructure or
modify this agreement. If we are unable to successfully
restructure or modify this agreement and these payment
obligations, our financial condition and business may be
materially harmed and we may be forced to cease operations.

"We use a direct sales group and marketing partnerships to sell
C-StarOne(TM) content delivery network services. Although we have
signed several customer service agreements, obtaining delivery
contracts with major providers of digital media is crucial to our
success."


CHARTER COMMS: Lenders Approve Amendment to $5.2BB Credit Pact
--------------------------------------------------------------
Charter Communications, Inc. (Nasdaq:CHTR) has obtained approval
from its lenders to amend the Charter Communications Operating,
LLC $5.2 billion senior secured credit facilities agreement.

The amendment permits the creation of intermediate holding
companies in Charter's corporate structure between Charter
Communications Holdings, LLC, and the bank borrower, Charter
Communications Operating, LLC.  In connection with the amendment,
Charter is also contributing the equity of certain subsidiaries
(i.e., CC VI, CC VII and CC VIII) to Charter Communications
Operating, LLC.  The creation of the intermediate holding
companies was contemplated by the previously announced commitment
from Vulcan Inc. for a backup credit facility of up to $300
million which provides additional capacity to ensure compliance
with certain financial covenants under existing credit facilities.

The Vulcan Inc. commitment is described more fully in Charter
Communications, Inc.'s Form 10-K filed with the Securities and
Exchange Commission.

Charter Communications, A Wired World Company(TM), is the nation's
third-largest broadband communications company. Charter provides a
full range of advanced broadband services to the home, including
cable television on an advanced digital video programming platform
via Charter Digital Cable(R) brand and high-speed Internet access
marketed under the Charter Pipeline(R) brand. Commercial high-
speed data, video and Internet solutions are provided under the
Charter Business Networks(R) brand. Advertising sales and
production services are sold under the Charter Media(R) brand.
More information about Charter can be found at
http://www.charter.com

                         *    *    *

In early January, Moody's Investors Services warned that Charter
Communications, Inc., may breach a bank debt covenant this
quarter, and reacted negatively to talk that a restructuring is
"increasingly likely" in the near to medium term and there's a
"growing probability of expected credit losses."

                  Restructuring Advisers Hired

Charter reportedly chose Lazard as its restructuring adviser,
according to TheDeal.com (edging-out Goldman Sachs Capital
Partners, Carlyle Group, Thomas H. Lee Partners, UBS Warburg and
Morgan Stanley) to explore strategic alternatives. The New York
Post, citing unidentified people familiar with the situation, says
those alternatives may involve selling assets or bringing in
private equity partners.

Charter co-founder Paul Allen has brought Miller Buckfire Lewis &
Co. onto the scene to protect his 54% stake that cost him $7-plus
billion.  Alvin G. Segel, Esq., at Irell & Manella LLP in Los
Angeles has served as long-time legal counsel to Mr. Allen and his
investment firm, Vulcan Ventures.


CONEXANT SYSTEMS: Finalizes Senior Management Team Structure
------------------------------------------------------------
Conexant Systems, Inc. (Nasdaq:CNXT), a worldwide leader in
semiconductor system solutions for communications applications,
announced several new executive appointments as it finalizes its
senior management structure in preparation for its operation as an
independent broadband communications company. Matt Rhodes,
Conexant senior vice president and president of the company's
Broadband Communications segment, will become president of the
continuing Conexant. Lewis C. Brewster, senior vice president of
sales, has been appointed executive vice president and chief
operating officer of the company, responsible for sales, quality
and operations. J. Scott Blouin will become Conexant's chief
financial officer, and remains a company senior vice president.

Scott Allen, vice president of communications, and Michael Vishny,
senior vice president of human resources for the Broadband
Communications segment, have been promoted to senior vice
presidents of their respective functions for the continuing
Conexant. Rhodes, Blouin, Allen and Vishny will all report to
Dwight W. Decker, Conexant chairman and chief executive officer.
Brewster will continue to report to Rhodes. Additional senior
management members include Dennis O'Reilly, senior vice president
and general counsel, and Ashwin Rangan, senior vice president and
chief information officer, both of whom report to Decker. The new
appointments will become effective upon the completion of the
spin-off of Conexant's Internet infrastructure business, Mindspeed
Technologies(TM), Inc., which is expected to occur on June 27,
2003.

"It is a pleasure to acknowledge the significant contributions
each of these individuals has made to Conexant," said Decker.
"Matt's vision, business insight and technical expertise have been
instrumental to our success in achieving market-leading positions
within the broadband communications semiconductor market. These
attributes, along with his ability to build and motivate results-
driven teams, will provide Conexant with outstanding business
leadership.

"Lewis is a valuable asset to both Conexant and our customers,"
Decker continued. "He has established strong relationships with
key customers around the globe, and worked closely with our
product development team to translate their requirements into
industry-leading products. His broad company knowledge and hands-
on experience in sales and operations are ideally suited for his
new position as COO.

"Scott Blouin's solid financial credentials and long history in
the highly competitive and cyclical semiconductor industry are a
powerful combination. His proven financial management skills and
industry insight will be particularly beneficial as we move
forward as a profitable and growing company.

"Scott Allen and Mike Vishny have demonstrated that they possess
the talent, experience and determination required to excel in
their roles in communications and human resources," said Decker.
"We are moving towards independent operation with a solid and
accomplished management team that is focused on successfully
executing on our strategic imperatives, and is committed to
delivering even greater value to our customers and shareowners."

Conexant's Broadband Communications business develops and delivers
integrated solutions that enable digital entertainment and
information networks for the home and small office. Key products
include digital subscriber line (DSL) and cable modem solutions,
home network processors, broadcast video encoders and decoders,
digital set-top box components and systems solutions, and the
foundation dial-up modem business.

Conexant Systems, Inc., a worldwide leader in semiconductor system
solutions for communications applications, leverages its expertise
in mixed-signal processing to deliver integrated systems and
semiconductor products through two separate businesses.

The Broadband Communications business develops and delivers
integrated semiconductor solutions that enable digital
entertainment and information networks for the home and small
office. Its product portfolio includes the building blocks
required for bridging cable, satellite, and terrestrial data and
digital video networks.

Mindspeed Technologies(TM), the company's Internet infrastructure
business, designs, develops and sells semiconductor networking
solutions for communications applications in enterprise, access,
metropolitan and wide area networks. Conexant is headquartered in
Newport Beach, Calif. To learn more, visit http://www.conexant.com
or http://www.mindspeed.com

                    Executive Biographies

Matt Rhodes, 45, was named president of Conexant's Broadband
Communications segment in May 2002. Previously, he served as
senior vice president and general manager of the company's
Personal Computing Division since 1998. Prior to that, he was
director of marketing for software products. Before joining
Conexant, Rhodes was director of VLSI technology at Pacific
Communication Sciences, Inc. He received a master's degree in
business administration from the Anderson School of Management at
the University of California, Los Angeles. He also holds a
master's degree in electrical engineering from Lehigh University
and a bachelor's degree in physics from Pennsylvania State
University.

Lewis Brewster, 38, has held the position of senior vice
president, worldwide sales for Conexant since December 1998. Prior
to his current position, he held various executive positions
within Rockwell Semiconductor Systems including executive director
of Americas sales, and director of strategic sales and operations.
Brewster received a master's degree in business administration
from Stanford University and a bachelor's degree in electrical
engineering and biomedical engineering from Duke University.

Scott Blouin, 52, joined Conexant in January 2001 with more than
23 years of experience in the finance organizations of various
semiconductor industry companies. Before joining Conexant, he
spent five years with Burr-Brown Corporation, first as corporate
controller and most recently as chief financial officer. Prior to
that he spent 17 years with Analog Devices, Inc., where he held a
number of senior financial positions including director of finance
for the company's worldwide manufacturing organization. Blouin
received his master's degree in business administration from Wake
Forest University. He also holds a bachelor's degree in business
administration from the University of New Hampshire.

Scott Allen, 46, joined Conexant as executive director of public
relations in February 2000, and was appointed vice president of
communications for the Broadband Communications business in
February 2001. Prior to joining Conexant, he was employed by
Advanced Micro Devices. During his 16 years with AMD, he held
positions of increasing responsibility culminating in his most
recent assignment as director of worldwide public relations. Allen
earned his bachelor's degree in journalism from San Jose State
University.

Mike Vishny, 40, joined Conexant as senior vice president of human
resources for the Broadband Communications segment in January
2002. His previous experience includes serving as the human
resources vice president and chief human resources officer of U.S.
Robotics Corporation, and as vice president of human resources and
internal communications with Gateway Computer Corporation's
business division. He also served as the Asia-Pacific regional
director of human resources for S.C. Johnson Company, and spent
six years in various senior management positions for Dun &
Bradstreet Corporation/The A.C. Nielsen Company. Vishny holds a
bachelor's degree in business administration and a master's degree
in labor and industrial relations from the University of Illinois
at Urbana-Champaign.

Dennis E. O'Reilly, 58, joined Conexant in January 1999 as senior
vice president and general counsel. Prior to joining Conexant, he
served as director of business development for Intel Corporation's
Mobile and Handheld Products Group. Before that, he held the
position of Group Counsel for Intel Corporation. O'Reilly received
a Juris Doctor degree from the Boston University School of Law and
a bachelor of arts degree from the State University of New York at
Binghamton.

Ashwin Rangan, 43, has been senior vice president and chief
information officer of Conexant since December 1998. Previously,
he served as executive director, business process re-engineering
and information technology for Rockwell Semiconductor Systems.
Prior to joining Rockwell in 1995, Rangan was senior manager of
Demand Management Systems at AST Computer. He holds a master's
degree in industrial engineering and management, with
specialization in operations management and information systems,
from the National Institute of Industrial Engineering in Bombay,
India, and a bachelor's degree in mechanical engineering from
Bangalore University.

Conexant Systems' 4.000% bonds due 2007 are currently trading at
about 60 cents-on-the-dollar.


CONSECO FINANCE: Wins Conditional 3rd Amended Plan Confirmation
---------------------------------------------------------------
Conseco Finance Corp., received conditional approval for its Third
Amended Plan of Reorganization from the U.S. Bankruptcy Court for
the Northern District of Illinois. Following a confirmation
hearing that concluded in Chicago, Judge Carol Doyle signed an
order granting approval that is conditional upon the Court's
approval of the Plan of Reorganization for Conseco Inc., CFC's
parent company. Approval of Conseco Inc.'s Plan is expected in the
near future.

CFC president and CEO Chuck Cremens said, "We believe the Plan is
in the best interest of all CFC constituents, including creditors,
certificate holders and employees. We are pleased that it has been
approved. We appreciate the support we have received from all
interested parties throughout this process. We are now ready to
move to the next stage of our reorganization process, the sale of
CFC's assets which we expect to close within the next week."

The full text of the Third Amended Plan of Reorganization will be
available at http://www.bmccorp.net/conseco


CONSECO: JPMorgan Asks Court to Nix Plan Confirmation Request
-------------------------------------------------------------
On September 15, 1999, Conseco Inc., and its debtor-affiliates
directors and officers entered into a Credit Agreement with
JPMorgan and other financial institutions with JP Morgan as
Administrative Agent.  The Banks extended term loans, which were
used to buy CNC Common Stock.  The Loans are secured by valid,
perfected, enforceable, first-priority liens and security
interests.  The collateral includes notes and indebtedness of CIHC
or CFC to CNC or CIHC, pledged shares of capital stock held by CNC
and CIHC and all books and records with any assets attached.
JPMorgan possesses a Pledged Note, which was assigned by CIHC on
September 22, 2000.  The Claim secured by the Pledged Note is
$235,300,000, consisting of $141,600,000 in Class 4B-1 and
$93,700,000 in Class 4A.

As of the Petition Date, under an Unpledged Note, CFC owed CIHC
$277,400,000 under the Pledged Note and CIHC owed CFC
$315,000,000 under a Note issued by CIHC to CFC.

The Plan provides for the set-off of the Pledged Note against the
Unpledged Note, extinguishing the entire amount due from CFC to
CIHC.  In turn, this extinguishes an asset that constitutes a
substantial portion of JPMorgan's collateral.  It also releases
CIHC's rights to Preferred Stock Dividends.

Pursuant to the 1999 Collateral Agreement, CNC and CIHC granted
JPMorgan a security interest in property, including all proceeds
of shares of capital stock pledged by CNC and CIHC.  Accordingly,
JPMorgan has a security interest in the net prepetition
intercompany balance owed by CFC to CNC related to the accrued
unpaid preferred stock dividends, which total $164,500,000.

Mark Thompson, Esq., at Simpson, Thacher & Bartlett, informs the
Court that the Plan classifies JPMorgan's allowed claims against
CIHC in Class4B-1, which is impaired and entitled to vote.
JPMorgan has voted to reject the Plan.  Since it holds half the
claims in Class 4B-1, this Class has rejected the Plan. According
to Mr. Thompson, JPMorgan is sympathetic to the Debtors' goal to
settle the intercompany dispute, but the Plan must compensate
JPMorgan for the value taken away through the improper set-off.
Accordingly, Class 4B-1 is entitled to full compensation for the
value that will be lost in the set-off of intercompany debts.  The
Plan should provide for JPMorgan to receive a preferred payout
equal to the value of the Pledged Note and Preferred Stock
Dividends it is foregoing. (Conseco Bankruptcy News, Issue No. 25;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


CONTINENTAL ENG'G: Section 341(a) Meeting Slated for August 1
-------------------------------------------------------------
The United States Trustee will convene a meeting of Continental
Engineering & Consultants, Inc., and its debtor-affiliates'
creditors on August 1, 2003, at 10:00 a.m., at 1st Floor, Suite
1700, Corner of Hohman Ave & Douglas St, Hammond, Indiana 46320.
This is the first meeting of creditors required under 11 U.S.C.
Sec. 341(a) in all bankruptcy cases.

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

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).
Ronald R. Peterson, Esq., at Jenner & Block, LLC represent the
Debtors in their restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed estimated debts and
assets of over $1 million each.


CONTRACT BUSINESS: Court OKs Asset Sale to Champion Enterprises
---------------------------------------------------------------
Champion Industries, Inc.'s (Nasdaq: CHMP) offer to purchase
certain assets of Contract Business Interiors of Wheeling, WV was
accepted by the U.S. Bankruptcy Court for the Northern District of
West Virginia, in Wheeling, WV on June 17, 2003. The accepted
offer primarily covers the customer list, inventory, fixed assets
and all relevant documents and records pertaining to such items.

Net sales for CBI were approximately $4.0 million for the calendar
year ending December 31, 2002. Champion paid an undisclosed amount
of cash in the transaction.

Champion Industries' Chairman Marshall T. Reynolds called the
transaction "a key strategic maneuver in further positioning
Champion as a leader in the office furniture and design sectors in
West Virginia and surrounding states. This acquisition will fit in
well with our strong presence through our Capitol Business
Interiors division and I am looking forward to the growth
opportunities Champion will be afforded with this transaction."

Kirby J. Taylor, President and Chief Operating Officer of Champion
called the move one of those acquisitions which have the ability
to fit perfectly into the Champion footprint. "This organization
has an outstanding reputation and superior workforce. Byrd and
Brad Crawford built their company over the last 35 years but were
severely affected, like many companies, by the current economic
downturn. Champion will now provide the financial resources to
rebuild and take this business forward under the Capitol Business
Interiors banner. Our customers will be the real beneficiaries
with enhanced service and product offerings."

Byrd Crawford, the founder of CBI stated, "I am excited about
being associated with a company of the size and stature of
Champion." Brad Crawford, the former president of CBI added, "this
will afford a new beginning for our customers and employees. I
look forward to our future with Champion."

Champion is a commercial printer, business forms manufacturer and
office products and office furniture supplier in regional markets
east of the Mississippi. Champion serves its customers through the
following companies/divisions: Chapman Printing (West Virginia and
Kentucky), Stationers, Champion Clarksburg, Capitol Business
Interiors, Garrison Brewer, Carolina Cut Sheets and Champion
Morgantown (West Virginia), The Merten Company (Ohio), Smith &
Butterfield (Indiana and Kentucky), Bourque Printing, Upton
Printing, Transdata Systems and Diez Business Machines
(Louisiana), Dallas Printing (Mississippi), U.S. Tag (Maryland),
Interform Solutions and Consolidated Graphic Communications
(Pennsylvania, New York and New Jersey), Donihe Graphics
(Tennessee) and Blue Ridge Printing (North Carolina and
Tennessee).


CYBERADS INC: Independent Auditors Express Going Concern Doubt
--------------------------------------------------------------
Cyberads Inc., markets cellular phone services and plans to
consumers.  Its cellular phone services are marketed through an
affiliate program. The Company attracts third party websites to
become part of the Company's affiliate program by offering
commissions for sales of cell phones and cell phone services in
which they initiated the contact with the consumer.  A website
becomes an affiliate of Cyberads' Company by placing freecellular-
phone.com advertising materials and banners on their websites.
These advertisements and banners promote Cyberads' cellular phone
services. When a consumer on an affiliate's site clicks on
Cyberads' banner or advertising they are directed to
http://www.freecellular-phone.com

On March 10, 2003 the Company entered into a partnership with
Inphonic, Inc. to handle all order fulfillment, sales, customer
service, verification and marketing. As a result of this
agreement, Cyberads was able to reduce staffing levels by 66% and
reduce payroll by over 50%. Furthermore, commissions -- net of
cost of goods sold -- were at a comparable level. Its cellular
footprint increased due to Inphonic having agreements with more
cellular carriers. Cash flow improved significantly because
Inphonic pays every 15 days and the carriers an average of every
45 days.

The Company's revenues were $8,326,211 for the year ending
December 31, 2002 and $4,968,550 for the year ended December 31,
2001. The $3,357, 661 increase in revenues for the year ended
December 31, 2002 as compared to December 31, 2001 reflects the
change in business structure where the Company's revenues for 2002
were from direct contracts with the wireless carriers (that
commenced in the fourth quarter of 2001). Cost of sales for the
year ended December 31, 2002 were $3,939,359, an increase of
$2,791,691 from $1,147,668 for the year ending December 31, 2001.
Materially all of the Company's revenues were generated from the
sale of cellular telephones and services. The increase in cost of
sales results from the Company now providing the cellular
telephones as part of each sale.

Expenses for the year ended December 31, 2002 were $19,157,662 as
compared to $4,473,260 for the year ended December 31, 2001.
Expenses for the year ended December 31, 2002, were related to the
growth of business operations and other costs including, but not
limited to, sales commissions for cellular phone services sales of
$2,506,943; general and administrative expense of $14,212,133 and
payroll expense of $2,438,586.

Accounts receivable decreased $961,167 to $1,073,760 as of
December 31, 2002 from $2,034,927 as of December 31, 2001. This
decrease is a result of improved collection of receivables.
Cyberads wrote off accounts receivable totaling $399,869 during
the year ended December 31, 2001 that were deemed uncollectible as
of the end of the period. It wrote off $61,038 in 2002 and
reserved another $512,172.

                 Liquidity and Capital Resources

Since inception Cyberads has experienced negative cash flow and
has met cash requirements by issuing, through a private placement,
its common stock and by issuing stock as compensation for services
provided. It has also funded current obligations through the
issuance of common stock and related party loans and it generated
additional funds through borrowings from an unrelated party.

From inception until December 31, 2000, the Company relied on the
proceeds from the private sales of its equity securities of
$365,055 and loans from related parties to meet its cash
requirements. For the year ended December 31, 2001, it raised an
additional $53,800 through the private sale of its equity
securities. As of December 31, 2000 the Company had an accumulated
deficit of $613,055 and cash in the bank of $49,362.

At December 31, 2002, Cyberads had an accumulated deficit of
$17,512,915 and $0 cash in the bank. For the year ended
December 31, 2002, the deficit has been partly funded through the
sale of common stock and convertible debentures totaling $115,000,
increases in accounts payable and accrued expenses of $2,336,538
and reductions in accounts receivable and inventory of $965,295.

The Company's business method continues to evolve during the early
part of 2003. As stated, early in March 2003, the Company entered
into a contract with Inphonic whereby the Inphonics will be
responsible for handling all order fulfillment processes, customer
service, verification and shipping. The Company anticipates
reducing operational staff by up to 66% within a short term after
the inception of the agreement. The Company will also reduce its
costs by eliminating its requirement for factoring accounts
receivable as Inphonics will pay every two weeks. The improved
cash flow resulting from the implementation of the Inphonics
contract and other cost cutting measures including the
restructuring of the real estate facilities lease will further
assist the Company's steps to reach positive cashflow.

Cyberads cash expenditures over the next 12 months are anticipated
to be approximately $4,000,000, consisting primarily of commission
expenses, payroll expenses and consulting fees. The following
sources, in addition to funds generated from operations, are
available to fund current operations: net advances from related
parties ($963,671 since inception); net loans from third party
lenders ($125,000) and private placement of common stock for cash
($53,800 during the year ended December 31, 2001). Management
anticipates that cash generated from operations, and the benefits
from the improved cash flow from the Inphonics contract should be
sufficient to provide the Company adequate liquidity and capital
resources for the next 12 months.

Cyberads' auditors have expressed substantial doubt as to the
Company's ability to continue as a going concern.  The Company
intends to take several steps that it anticipates will provide the
capital resources required to insure its viability over the next
12 months. These steps include the reduction of operating costs
including rent, payroll and factoring expenses. These savings,
added to the benefits of the Inphonic's contract, in management's
estimation, should provide all of the liquidity the Company
requires.


DIGITALNET: Proposed $125 Million Senior Unsecured Notes Rated B
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
DigitalNet Inc.'s proposed $125 million senior unsecured notes due
2010 and affirmed the 'B+' corporate credit rating. The outlook is
positive.

The proceeds from the notes are expected to refinance the
company's existing $80 million term loan and $44 million
subordinated bridge facility, both issued to acquire Getronics
Government Solutions LLC (GGS) in 2002. The $125 million senior
unsecured notes are rated one notch below DigitalNet's corporate
credit rating, reflecting the amount of priority senior secured
debt in the company's capital structure.

Bethesda, Maryland-based DigitalNet, a leading provider of
networking, seat management, and desktop outsourcing solutions to
the U.S. federal government, has about $130 million in total debt,
pro forma for the issuance of the notes and credit facility.

"Long-term prospects are good, because of a large recurring-
revenue base and increasing levels of government expenditures as a
result of the ongoing upgrade of federal IT systems," stated
Standard & Poor's credit analyst Phil Schrank.

The average life of DigitalNet's contracts is modestly greater
than three years. DigitalNet's low percentage of cost-plus
contracts and limited hardware re-selling have translated into
very good EBITDA margins, in the low teens percentage area.
However, DigitalNet's focus is not broad, and the company competes
in a consolidating industry with many participants, some of which
are much larger.

At expected moderate growth rates, working capital and fixed-asset
expenditures should be manageable. Standard & Poor's expects the
company to generate modest levels of free cash flow, with capital
expenditures in the $10 million area. Pro forma debt to EBITDA is
expected to be about 3.2x and EBITDA interest coverage is expected
to be about 3.5x as of March 2003.

DigitalNet is expected to generate sufficient internal cash flow
to fund operations and capital expenditures over the near term.
Free cash flow is expected to be above $10 million in 2003. At
closing, the company is expected to have about $40 million
available, subject to borrowing base restrictions, in its new $50
million four-year senior secured revolving credit facility.
Availability in the company's credit facility, along with
internal cash flow, provide adequate liquidity to meet operating
and capital spending needs. Pro forma for the notes and credit
facility issues, the company has no maturities before 2007.

The positive outlook reflects favorable market conditions and a
growing contract backlog that should sustain operating results
over the near-to-intermediate term. Ratings could be raised over
the longer term as the company increases its business base and
demonstrates sustained balance-sheet improvement.


DIMAC DIRECT: Asks Court to Enter Final Decree Closing Cases
------------------------------------------------------------
Dimac Direct, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to enter a Final
Decree Order closing their chapter 11 cases.

The Debtors relate that their confirmed chapter 11 plan has been
fully consummated.  Specifically, the order confirming the Plan
has become a final and non-appealable order, all cash payments
required by the Plan have been completed, and all of the property
proposed to be transferred under the Plan has in fact been
transferred. Further, the case docket maintained by the Clerk of
the Court reflects that there are no motions, contested matters,
adversary proceedings, and appeals pending. Thus, entry of a final
decree closing this case is proper.

Closing of the case will eliminate the continuing accrual of fees
payable to the United States Trustee pursuant to 28 U.S.C. Section
1930(a)(6).  The Debtor have already paid all fees due to the
United States Trustee. With respect to accrued section 1930(a)(6)
fees that are not yet due and payable, the Debtor will pay all
such fees in accordance with Local Rule 5009-(1)(b) when due.

DIMAC Direct, a direct mail services and products subsidiary of
DIMAC Marketing Partners, Inc. filed for chapter 11 protection on
August 2, 2001 in the U.S. Bankruptcy Court for the District of
Delaware. Neil B. Glassman, Esq., Steven M. Yoder, Esq., and Elio
Barrilea Jr., Esq. at The Bayard Firm represent the Debtors in
their restructuring effort. When the company filed for protection
from its creditors, it listed an estimated debt of more than $100
million.


DIRECTV: Committee Wins Nod to Hire Pachulski Stang as Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of DirecTV Latin America, LLC and its debtor-affiliates
obtained permission from the Court to retain Pachulski, Stang,
Ziehl, Young, Jones & Weintraub PC as its counsel.  Pachulski is
expected to:

    (a) provide legal advice with respect to the Committee's
        powers and duties as set forth in Section 1103 of the
        Bankruptcy Code, as an official committee appointed
        under Section 1102 of the Bankruptcy Code;

    (b) prepare, on the Committee's behalf, necessary
        applications, motions, objections, opposition,
        complaints, answers, orders, agreements and other legal
        papers;

    (c) provide legal advice with respect to any disclosure
        statement and plan filed in this case, and with respect
        to the process for approving or disapproving disclosure
        statements and confirming or denying confirmation of
        plans;

    (d) appear in court to present necessary motions,
        objections, applications and pleadings and to otherwise
        protect the Committee's interests; and

    (e) perform all other legal services for the Committee,
        which may be necessary and proper in this case.

Accordingly, pursuant to Section 328(a) of the Bankruptcy Code,
the Committee obtained the Court's authority to retain Pachulski
as its counsel, nunc pro tunc to March 27, 2003.

In accordance with Section 330(a) of the Bankruptcy Code,
compensation will be payable to Pachulski on an hourly basis, plus
reimbursement of actual, necessary expenses and other charges
Pachulski incurs.  Laura Davis Jones, Esq., a shareholder of
Pachulski, Stang, Ziehl, Young, Jones & Weintraub PC, informs the
Court that their current hourly rates are:

    Laura Davis Jones                $560
    Marc A. Beilinson                 560
    Brad R. Godshall                  495
    Kathleen Marshall DePhillips      245
    Marlene Chappe                    125

According to Ms. Jones, expenses that need reimbursement include,
among other things, telephone and telecopier toll and other
charges, mail and express mail charges, special or hand delivery
charges, document retrieval, photocopying charges, charges for
mailing supplies, travel expenses and computerized research.
(DirecTV Latin America Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ENERGY WEST: Hire DA Davidson and DAMG Capital as Fin'l Advisers
----------------------------------------------------------------
Energy West Incorporated (Nasdaq: EWST), a natural gas, propane
and energy marketing company serving selected markets in the Rocky
Mountain states, announced that its Board of Directors has
suspended the Company's quarterly cash dividend on its common
stock for the fourth quarter of Fiscal Year 2003. This step and
other recent actions, including cost-cutting measures affecting
the Company's operating and capital budgets, are aimed at
conserving cash and increasing the Company's financial
flexibility.

The Board of Directors determined that the suspension of the
dividend is the prudent course of action at this time. The Board
will re-evaluate the Company's dividend policy on an ongoing
basis, and will set any future dividends based on an evaluation of
all relevant factors.

The Company also announced that it has recently retained D.A.
Davidson & Co. and DAMG Capital as financial advisers to advise
the Company in connection with the Company's financing needs and
capital structure. Among other things, D.A. Davidson and DAMG
Capital are assisting the Company in negotiations with its bank
lender, Wells Fargo Bank Montana, N.A., concerning a restructuring
and extension of the Company's credit facility for a longer
period. The Company's present credit facility with the bank
expires on June 23, 2003. The Company's advisers are also
assisting the Company in its efforts to secure a replacement
credit facility and establish a capital structure to meet the
Company's long-term needs.

Energy West also announced the settlement of the lawsuit between
its subsidiary, Energy West Resources, Inc. and PPL Montana, LLC,
for a total of $3.2 million. After allowing for reserves
previously charged to income, and reversal and forfeiture of
accrued but previously deferred management bonuses, for financial
reporting purposes the impact of the settlement will be a
reduction of the Company's consolidated pre-tax income of
approximately $170,000 for Fiscal Year 2003.

Edward J. Bernica, Chief Executive Officer of Energy West stated,
"We are very pleased to have the PPL litigation resolved. This
matter has been very costly, in terms of legal fees, management
attention and uncertainty. We can now put this issue behind us and
concentrate on the task of running our business." Mr. Bernica went
on to say, "With the advice and assistance of our financial
advisers, we are reviewing the most reasonable means for funding
the $2.2 million payment due to PPLM later this year. The need to
finance the settlement has necessitated measures to conserve cash.
The suspension of the quarterly dividend and other cost-cutting
measures are important steps to achieve this goal. I want to
emphasize that we remain fully committed to maintaining safe,
sound and reliable service to our customers and in taking these
actions we will not compromise these fundamental requirements."

"The Board's decision to suspend the dividend was an extremely
difficult one and was not taken lightly," said Mr. Bernica. "We
recognize the importance of the dividend to our shareholders.
However, the Board determined that suspension of the dividend was
necessary, not only in light of the need to provide funds for
payment of the litigation settlement, but also to strengthen the
Company's balance sheet, enhance credit quality and provide the
Company with greater financial flexibility. We will re-evaluate
our dividend policy on an ongoing basis, and we certainly hope to
be in a position to reinstate a dividend during Fiscal Year 2004
at some level. We have a solid and stable core business, and we
believe that the steps we are taking, although difficult in the
short run, are necessary to set the stage for long-term stability
and growth."

As reported in Troubled Company Reporter's June 5, 2003 edition,
Energy West Incorporated agreed with Wells Fargo Bank Montana,
N.A., on an additional extension of its credit facility through
June 23, 2003.  The Wells Fargo credit facility was originally
scheduled to expire on May 1, 2003 and previously was extended
through June 2, 2003.  Under the terms of the new extension,
Energy West will have approximately $6.1 million of total
borrowing capacity, and as previously announced, will not request
new letters of credit during the extension period. Although
currently Energy West has borrowed the full amount of its
capacity, the Company believes it will have sufficient liquidity
to fund its operations during the extension period through a
combination of cash on hand and cash flow from operations.

Energy West's March 31, 2003 balance sheet shows that its total
current liabilities exceeded its total current assets by about
$2.4 million.


ENERGY WEST: Unit Reaches Settlement of PPL Montana Litigation
--------------------------------------------------------------
Energy West Incorporated (Nasdaq: EWST), a natural gas, propane
and energy marketing company serving the Rocky Mountain states,
announced that its subsidiary, Energy West Resources, Inc., and
PPL Montana, LLC, have agreed on a settlement of their lawsuit
over an energy supply agreement that was filed originally in July
2001.  Under the terms of the settlement, Energy West Resources
will pay PPL a total of $3.2 million, with an initial payment of
$1.0 million and the balance of $2.2 million to be paid by the end
of September 2003.  Proceedings in the case are now stayed pending
payment of the $2.2 million amount.  If the $2.2 million payment
is not made on or before September 30, 2003, the stay of
proceedings will be lifted and the Court will be asked to set a
new trial date for the second phase of the case.  Energy West
Resources may still effect termination of the lawsuit by payment
after September 30, 2003 but not later than the earlier of
December 31, 2003 or ten days before the new trial date, but if
payment is not made by the earlier of those dates, the initial
payment of $1.0 million will be forfeited.  Any such payment will
bear interest at an annual rate of 15 % after September 30, 2003.
In the event of forfeiture of the $1.0 million amount, such amount
would be credited against any future judgment in favor of PPL.

As reported in Troubled Company Reporter's June 5, 2003 edition,
Energy West Incorporated agreed with Wells Fargo Bank Montana,
N.A., on an additional extension of its credit facility through
June 23, 2003.  The Wells Fargo credit facility was originally
scheduled to expire on May 1, 2003 and previously was extended
through June 2, 2003.  Under the terms of the new extension,
Energy West will have approximately $6.1 million of total
borrowing capacity, and as previously announced, will not request
new letters of credit during the extension period. Although
currently Energy West has borrowed the full amount of its
capacity, the Company believes it will have sufficient liquidity
to fund its operations during the extension period through a
combination of cash on hand and cash flow from operations.

Energy West's March 31, 2003 balance sheet shows that its total
current liabilities exceeded its total current assets by about
$2.4 million.


ENGAGE INC: Files for Chapter 11 Reorganization in Massachusetts
----------------------------------------------------------------
In order to facilitate a financial restructuring, Engage, Inc.,
and several of its United States subsidiaries have filed voluntary
petitions for reorganization under Chapter 11 of the Bankruptcy
Code in the U.S. Bankruptcy Court for the District of
Massachusetts (Western Division). The Company said that the filing
would allow it to continue business operations while implementing
its restructuring plan. While no reorganization plan has been
finalized, Engage believes that it is unlikely that there will be
any recovery for the Company's stockholders. The Chapter 11 filing
does not include the Company's non-United States operations in
Europe.

In conjunction with the filing, the Company has entered into a
definitive asset purchase agreement providing for the sale of
substantially all of its assets to Scene7, Inc., a privately-held
company. Under the agreement, Scene7 would pay Engage $1.2 million
in cash and assume liabilities in the range of approximately
$650,000 to $850,000. Completion of the transaction is subject to
the receipt of higher or otherwise better offers, bankruptcy court
approval, regulatory approvals and other conditions. It is
currently anticipated that the transaction will be completed in
the summer of this year.

The Company believes that its accounts receivable, together with
cash on hand will be sufficient to support its post-petition trade
and employee obligations, as well as the Company's ongoing
operating needs during the restructuring process. The Company also
announced that CMGI, Inc., the Company's secured lender, had
agreed to permit the Company to use cash collateral to help fund
its post bankruptcy obligations. Among other things, CMGI has
agreed to a carve-out from its collateral to make funds available
to unsecured creditors.

Engage has requested that the Bankruptcy Court allow the Company
to continue compensation and benefit plans for its employees,
maintain its operations, and make post-petition payments due to
suppliers in the ordinary course of business.

A Company spokesperson stated, "We are pleased to announce the
proposed asset sale. We will continue to work throughout our
Chapter 11 proceedings to maximize the interests of customers and
suppliers, creditors and other parties in interest without
compromising the quality of our products."

The Company has been in contact with many of its customers and
believes that they will continue to support Engage during the
reorganization period.

Engage, Inc., (OTCBB: ENGA) is a leading provider of advertising,
marketing and promotion software solutions. Engage's digital asset
management and workflow automation software enables the creation,
production and delivery of marketing and advertising content more
quickly and efficiently, increasing time-to-market advantages,
boosting productivity and ultimately driving higher ROI from
marketing programs and advertising campaigns. Engage is
headquartered in Andover, Massachusetts, with a European affiliate
headquartered in London. For more information on Engage, visit
http://www.engage.com

Engage, Engage For Retailers, PromoPlanner, ContentServer and
ApprovalServer are trademarks of Engage, Inc. Other product names
mentioned herein may be trademarks and/or registered trademarks of
their respective owners.


ENGAGE INC: Accipiter CEO Says Insolvency Won't Affect Company
--------------------------------------------------------------
Accipiter CEO Brian Handly commented on Engage's financial
conditions announcement, stating that it "doesn't affect Accipiter
as we are 100% employee-owned and we don't have any ties to
Engage."  In November of 2002, Accipiter acquired the online
advertising assets and associated intellectual property, including
AdManager, AdBureau, and the anonymous behavioral targeting
technology from Engage. "Although this situation doesn't affect
Accipiter or our customers, I'm sympathetic to the remaining staff
members and Engage shareholders," Handly added.

Accipiter has gained significant marketshare against other
competitive offerings in the past few months signing on 10 new
customers. As an exhibitor at the San Francisco AD:TECH
conference, Accipiter executives are stating that the company is
seeing quarter over quarter growth and reached profitability last
quarter. The viability of the Accipiter AdManager and Accipiter
AdBureau solutions are being heralded across the industry.

Based in Raleigh, North Carolina, Accipiter is a pioneer and
leading developer of online advertising solutions and services.
With offices in the U.S. and London, Accipiter has been serving
the online marketing and publishing industries since 1996. The
word Accipiter (pronunciation: ak-'si-pi-ter) depicts hawks with
keen vision, swift wings and on-target flight patterns. For more
information, visit http://www.accipiter.com

Engage, Inc. (OTCBB: ENGA) is a leading provider of advertising,
marketing and promotion (AMP) software solutions. Engage's digital
asset management and workflow automation software enables the
creation, production and delivery of marketing and advertising
content more quickly and efficiently, increasing time-to-market
advantages, boosting productivity and ultimately driving higher
ROI from marketing programs and advertising campaigns. Engage is
headquartered in Andover, Massachusetts, with a European affiliate
headquarters in London. For more information on Engage, visit
http://www.engage.com

Engage, Inc., is insolvent and is negotiating a financial
restructuring in which the Company and several of its United
States subsidiaries would file voluntary petitions for
reorganization under Chapter 11 of the Bankruptcy Code.


ENRON CORP: Taps Phillips Son as Auctioneer & Sales Agent
---------------------------------------------------------
Pursuant to Sections 327(a), 328(a) and 363 of the Bankruptcy
Code and Rules 2014, 2016 and 6005 of the Federal Rules of
Bankruptcy Procedure, Enron Corporation, and its debtor-affiliates
seek the Court's authority to employ Phillips Son & Neale Auctions
Limited as auctioneer and sales agent pursuant to the terms of an
agreement between Enron Corp. and Phillips.

Neil Berger, Esq., at Togut, Segal & Segal LLP, in New York,
relates that over the years, the Debtors acquired various pieces
of art consisting of photography, sculpture and fine art.  The
Debtors have determined that the Enron Art is no longer necessary
in the conduct of their businesses and reorganization efforts.
Consequently, the Debtors negotiated with various auction houses
and consignors to obtain the most favorable terms for the auction
of the Enron Art by an entity that has the requisite experience
and ability to assist the Debtors.

As a result of those negotiations, Mr. Berger reports that the
Debtors have determined that Phillips is qualified to sell the
Enron Art and the Phillips Agreement represents the most favorable
terms the Debtors were able to negotiate.  The salient terms of
the Phillips Agreement are:

    (a) Transport of Enron Art to NYC.  Phillips will, at its
        sole cost and expense, cause the Enron Art to be shipped
        from Enron to Phillips' place of business in NYC;

    (b) Insurance.  Phillips has agreed to obtain and maintain
        adequate insurance coverage for the Enron Art at its sole
        cost and expense other than for any portion of the Enron
        Art that is not within Phillips' exclusive possession
        within Phillips' facilities, in which insurance will
        be maintained by Phillips.  Phillips will obtain and
        provide to Enron a Certificate of Insurance naming Enron
        as a loss payee;

    (c) Conduct of the Auction.  Phillips will direct all aspects
        of the auction, including, but not limited to, the time,
        place and manner of the auction of the Enron Art at its
        place of business in New York City.  Enron insiders are
        ineligible to purchase any of the Enron Art.  Phillips
        will require prospective bidders to sign an
        acknowledgment pursuant to which prospective bidders must
        affirm that they are not an officer, director or senior
        level management of Enron or its affiliates or a relative
        of those persons;

    (d) Sale Report.  No later than 15 calendar days after an
        auction of the Enron Art, Phillips will issue to Enron a
        written report containing a record of sales of the Enron
        Art and the allocation of the funds generated by the
        sales.  Each Report will be prepared in a manner as to
        comply with Rule 6004(f)(1) of the Federal Rules of
        Bankruptcy Procedure.  The Settlement Report will be filed
        with the Court and served upon the United States Trustee
        and Counsel for the Committee;

    (e) Sale to Highest Bidder.  Phillips will sell all Enron Art
        to the highest bidder.  Phillips will not permit any
        purchaser to take possession of Enron Art without full
        payment and Phillips assumes the risk of collection for
        any Enron Art it allows to be removed prior to its
        receipt of full payment;

    (f) Segregation of Sale Proceeds.  Phillips will collect the
        Hammer Price, sales taxes, if any, and 20% of the Buyer's
        Premium, and deposit the funds into a depository account
        that will be segregated and maintained exclusively for
        Enron's benefit;

    (g) Sales Free and Clear of Liens and Other Interests.  Any
        sales consummated pursuant to the Phillips Agreement will
        be free and clear of all liens, claims, encumbrances and
        interests, with the Liens attaching to the sale proceeds
        to the same extent and priority as immediately prior to
        the sale.  All sales will be on an "as is, where is"
        basis;

    (h) Phillips's Compensation -- Buyer's Premium.  As
        compensation for its services pursuant to the Phillips
        Agreement, Phillips may charge a buyer's premium for all
        sales.  Phillips will collect the Buyer's Premium
        directly from each successful bidder, in addition to the
        purchase price bid.  Phillips has agreed to pay Enron
        20% of the Buyer's Premium collected and acknowledges
        that the Buyer's Premium will be Phillips' sole
        compensation for the auction.  None of the Debtors will
        be responsible in any way for payment or collection of
        the Buyer's Premium;

    (i) Unsold Enron Art.  If any of the Enron Art remains unsold
        at an auction, Phillips will notify Enron and will be
        authorized to sell that Enron Art piece in a private sale.
        The proceeds of the private sale must be at least equal
        to the reserve amount dedicated to that Enron Art as
        agreed to by Enron and Phillips.  If any of the Enron Art
        remains unsold after 75 business days after the auction,
        Enron must remove that Enron Art piece at its own
        expense.  Phillips, as agent for Enron, would assist with
        any storage or return shipping that may be necessary.  If
        the Enron Art remains with Phillips after 75 business
        days after the auction, Phillips will hold it at Enron's
        risk;

    (j) Reserves and Estimates.  A reserve amount for each piece
        of Enron Art will be agreed upon by Enron and Phillips
        and an estimated amount for each piece of Enron Art will
        be printed in the Property Schedule annexed to the
        Phillips Agreement;

    (k) Fees Waived by Phillips.  Phillips agreed to waive these
        fees:

        (1) insurance fee;
        (2) late fee;
        (3) seller's commission;
        (4) shipping fees; and
        (5) storage fees;

    (l) Auctioneer Bond.  Phillips will obtain at its sole cost
        and expense and provide to Enron and the United States
        Trustee, in advance of any auction, a bond as required by
        Local Bankruptcy Rule 6005-1(d).  The bond will be in a
        form acceptable to the United States Trustee;

    (m) No Further Court Approval Required for Compensation.  All
        payments of compensation and reimbursement of expenses to
        Phillips pursuant to the Phillips Agreement will be set
        forth in the Settlement Report and will be made without
        further Court approval, but will be subject to Sections
        327(a), 328(a) and 330 of the Bankruptcy Code, and
        objections, if any, by the Debtors, the Committee, the
        United States Trustee and any other party-in-interest; and

    (n) Indemnification.  The Debtors agreed to indemnify
        Phillips only for claims, which may arise as a result of:

          (i) the Debtors' breach of the Phillips' Agreement;

         (ii) any act or omission by the Debtors regarding the
              Enron Art; and

        (iii) any claim by a third party against the Enron Art
              or its proceeds.

Mr. Berger asserts that Phillips' employment is warranted because:

    (a) the Enron Art does not generate revenue for the Debtors
        and is not necessary for their operations;

    (b) the terms of the Phillips' Agreement are more favorable
        than the terms that Enron was able to negotiate with
        other art dealers;

    (c) Phillips' engagement and the sale of the Enron Art
        provides for an organized and expedited process to
        liquidate the Enron Art in a manner that will maximize
        value to the Debtors' estates;

    (d) Phillips agreed to waive or assume significant costs
        and expenses that would otherwise be incurred by these
        estates in the disposition of the Enron Art; and

    (e) the Debtors selected Phillips in an arm's-length,
        competitive negotiation process with other auctioneers.

According to Simon de Pury, Chairman of Phillip's parent company
Phillips, de Pury & Luxembourg, Phillips provides services in
connection with numerous cases, proceedings and transactions
unrelated to the Debtors' Chapter 11 cases.  These unrelated
matters involve numerous attorneys, financial advisors and
creditors, some of which may be claimants or parties with actual
or potential interests in these cases or may represent those
parties.  Moreover, Phillips personnel may have business
associations with certain creditors of the Debtors unrelated to
the Debtors' Chapter 11 cases.  In addition, in the ordinary
course of business, Phillips may engage counsel or other
professionals in unrelated matters who now represent, or who may
in the future represent, creditors or other interested parties in
these cases.

Because the Debtors are a large enterprise with thousands of
creditors and other relationships, despite its efforts, Phillips
may not have disclosed all connections with parties-in-interest in
the Debtors' cases.  If Phillips discovers additional information
regarding its connections with the Debtors that requires
disclosure, Phillips will file supplemental disclosure with the
Court as promptly as possible.  Notwithstanding, Mr. De Pury
assures Judge Gonzalez that Phillips neither holds nor represents
any interest adverse to the Debtors or their estates in the
matters for which Phillips is to be retained.  The Debtors believe
that Phillips is a "disinterested person," as defined in Section
101(14) of the Bankruptcy Code and required by Section 327(a) of
the Bankruptcy Code. (Enron Bankruptcy News, Issue No. 70;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


ENVOY COMMS: Fails to Maintain Nasdaq Min. Listing Requirements
---------------------------------------------------------------
Envoy Communications Group Inc. (NASDAQ: ECGI; TSX: ECG), received
a Nasdaq Staff Determination on June 17, 2003 indicating that the
Company fails to comply with the minimum $1.00 per share bid price
requirement for continued listing set forth in Marketplace Rule
4310(C)(4) and that its securities are, therefore, subject to
delisting from The Nasdaq SmallCap Market. The Company has
requested a hearing before a Nasdaq Listing Qualification Panel to
review the Staff Determination. There can be no assurance the
Panel will grant the Company's request for continued listing.

Envoy Communications Group (NASDAQ: ECGI/TSX: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 TECHNOLOGIES: Brings-In Skadden Arps as Special Counsel
-------------------------------------------------------------
Exide Technologies and its debtor-affiliates seek the Court's
authority to employ Skadden, Arps, Slate, Meager & Flom LLP as
their special litigation counsel with respect to a lawsuit filed
in the Court of Chancery of the State of Delaware in and for New
Castle County, styled, State of Wisconsin Investment Board, et al.
v. Exide Technologies, C.A. No. 20255-NC.

Kathleen Marshall DePhillips, Esq., at Pachulski Stang Ziehl
Young Jones & Weintraub P.C., in Wilmington, Delaware, informs the
Court that the plaintiffs in the Chancery Court Litigation are
stockholders of Debtor Exide Technologies.  In the Chancery Court
Litigation, the plaintiffs seek to compel Exide to conduct an
annual meeting of its stockholders at the earliest practicable
date.

The Chancery Court Litigation is proceeding on an expedited basis.
The Chancery Court Litigation was filed on April 11, 2003.  On
April 23, the plaintiffs served Exide with document requests,
interrogatories, and requests for admissions.  On May 5, Exide
answered the complaint.  Trial was initially scheduled for May 27,
but was subsequently postponed until June 25.

Ms. DePhillips relates that Skadden Arps is widely recognized for
its experience and expertise in litigation matters concerning
Delaware corporate law, including corporate governance, mergers
and acquisitions, hostile takeovers, director liability, and
related matters.  Corporate governance issues in particular are
directly at issue in the Chancery Court Litigation.  Skadden Arps
frequently appears in these proceedings before the Delaware
Chancery Court, the Delaware Supreme Court, and various other
federal and state courts.

Skadden Arps started working for the Debtors on March 19, 2003 in
preparation for the Chancery Court Litigation.  Skadden Arps
initially worked as an "ordinary course" professional.

As is customary in large Chapter 11 cases, the Debtors sought and
obtained the Court's authority to employ and pay in the ordinary
course of business certain "ordinary course" professionals.  The
OCP Order also authorized the Debtors to supplement the initially
retained group of "ordinary course" professionals through
subsequent supplemental filings with the Court.  Thus, on
April 25, 2003, the Debtors filed a Supplemental List of proposed
additional "ordinary course professionals" including Skadden
Arps.

Ms. DePhillips notes that no formal objections were filed to the
Debtors' proposed employment of Skadden Arps as an ordinary
course professional.  However, the Office of the United States
Trustee advised the Debtors that, in its view, the matters at
issue in the Chancery Court Litigation require Skadden Arps to
render services, which are not within the scope of what this
Court has previously considered "ordinary."  See In re First
Merchants Acceptance Corp. Case No. 97-1500, 1997 Bankr. LEXIS
2245, at *8-9 (Bankr. D. Del. Dec. 15, 1997) (identifying typical
characteristics of "ordinary course" professionals).  As a result,
the Office of the United States Trustee has requested, and the
Debtors have agreed, to file this Application seeking to employ
Skadden Arps as special litigation counsel to the Debtors under
Section 327(e) of the Bankruptcy Code.  During this period,
Skadden Arps was required to draft and file an answer, respond to
discovery, appear at hearings before the Chancery Court, and
otherwise actively represent the Debtors in the Chancery Court
Litigation.

In accordance with Section 330(a) of the Bankruptcy Code,
compensation will be payable to Skadden Arps on an hourly basis,
plus reimbursement of actual, necessary expenses and other charges
incurred.  The principal attorneys in charge of supervising
Skadden Arps' engagement by the Debtors and their current standard
hourly rates are:

       Robert B. Pincus          Partner        $710
       Edward P. Welch           Partner         685
       Edward B. Micheletti      Associate       395
       Seth M. Beausang          Associate       290
       T. Victor Clark           Associate       265

To the extent appropriate, Skadden Arps has and will continue to
staff the Chancery Court Litigation matter with associate-level
attorneys.  Skadden Arps' hourly rates are subject to periodic
adjustments to reflect economic and other conditions.  Other
attorneys and paralegals may from time to time serve the Debtors
in connection with these matters.

Skadden Arps Partner Robert B. Pincus assures the Court that the
Firm does not currently represent the Debtors, their creditors,
equity security holders, or any other parties-in-interest, or its
attorneys, in any matter relating to the Debtors or their estates.
In addition, Skadden Arps has not represented any creditors,
equity security holders, or other parties-in-interest or their
attorneys in any matter relating to the Debtors or their estates.
However, Mr. Pincus discloses that the Firm have in the past
represented, currently represents, and in the future may represent
in unrelated matters these entities: Agere Systems, Arch
Chemicals, Bank of America, Bank of Montreal, Bank One NA, Bankers
Trust Company, Black Diamond Capital, BNP Paribas, Brown Bros.
Harriman & Company, Charles Schwab & Co., Chase Manhattan Bank,
Citibank, Credit Suisse First Boston, Dai-Ichi Kangyo Bank,
Daimler Chrysler AG, Deere & Co., Deutsche Bank, Dresdner Bank,
Eaton Vance, Edison Mission Power, EDS Corp., Enron Corp., Fleet
National Bank, Ford Motor Co., Goldman Sachs & Co., HSBC Bank
USA, JP Morgan Chase Bank, Loomis Sayles & Co., Morgan Stanley &
Co., Societe Generale, Toronto Dominion Bank, UBS, and Wachovia
Bank. (Exide Bankruptcy News, Issue No. 24; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


FANSTEEL: Court Extends Lease Decision Period through July 10
-------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the District of
Delaware, Fansteel, Inc., and its debtor-affiliates obtained an
extension of their lease decision period.  The Court gives the
Debtors until July 10, 2003, to determine whether to assume,
assume and assign, or reject unexpired nonresidential real
property leases.

Additionally, the Debtors relate that they are currently
formulating a plan of reorganization, aiming to have the plan
consensually adopted by the Official Committee of Unsecured
Creditors and the Nuclear Regulatory Commission. The Debtors
contend that until the plan is formulated, it is premature for the
Debtors to decide whether or not to assume and assign of reject
its real property leases.


FLEMING COS.: Committee Hires KPMG to Render Accounting Services
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Fleming
Companies, Inc., and debtor-affiliates, seeks the Court's
authority to retain KPMG LLP, as its accountants and restructuring
advisors.

The Committee wants KPMG to:

    (a) analyze and comment on reports or filings that are
        prepared pursuant to the Bankruptcy Code, the Federal
        Rules of Bankruptcy Procedure, or the Local Bankruptcy
        Rules for the District of Delaware, in accordance with
        the Court orders, or at the request or direction of the
        Office of the United States Trustee, including, but not
        limited to schedules of assets and liabilities, statements
        of financial affairs, and monthly operating reports;

    (b) analyze and consult on the Debtors' financial information,
        including, but not limited to, cash receipts and
        disbursements, financial statement items and proposed
        or potential transactions for which Court approval is or
        may be sought;

    (c) monitor any debtor-in-possession or other financing
        arrangements, including budgets and reports;

    (d) assist in identifying, analyzing and evaluating potential
        cost containment and liquidity enhancement opportunities;

    (e) assist in identifying and analyzing potential improvement
        and asset redeployment opportunities and coordinate with
        Compass SRP Associates LLP regarding an assessment of the
        improvements and opportunities;

    (f) analyze assumption and rejection issues regarding
        executory contracts and leases;

    (g) analyze and consult on the Debtors' proposed business
        plans and their operations and financial condition.  KPMG
        will coordinate with Compass regarding the assessment of
        these areas;

    (h) assist in reviewing and analyzing reorganization
        strategies and alternatives;

    (i) analyze and critique the Debtors' financial projections
        and assumptions;

    (j) analyze the liquidation and reorganization values and
        coordinate with Compass regarding the assessment of such
        values;

    (k) assist in preparing and documenting a plan of
        reorganization, including, but not limited to, analyzing
        feasibility and preparing, developing and analyzing
        information necessary for confirmation;

    (l) advise and assist the Committee and, where appropriate,
        participate in negotiations and meetings with the Debtors,
        lenders and other parties-in-interest and coordinate with
        Compass regarding the assessment of these areas;

    (m) analyze and monitor the Debtors' tax positions, and advise
        and assist in evaluating the tax consequences of proposed
        plans of reorganization and other transaction events;

    (n) evaluate compensation and benefit issues, including
        pension and other post-retirement employee benefit
        obligations, labor agreements and potential employee
        retention and severance plans;

    (o) assist with the analysis of claims, including analyses of
        creditor's claims by type and entity;

    (p) investigate and conduct forensic analysis of the Debtors'
        prepetition transactions and other transfers of cash or
        other assets;

    (q) provide litigation support services and expert witness
        testimony regarding confirmation issues, avoidance actions
        or other matters; and

    (r) provide other functions by the Committee or its counsel to
        assist the Committee in the Cases.

The Committee selected KPMG as its accountants and restructuring
advisors because of the firm's diverse experience and extensive
knowledge in the field of bankruptcy.  KPMG has considerable
experience with rendering these kinds of services to committees
and other parties in numerous Chapter 11 cases.

KPMG will be compensated for its services in accordance with its
standard hourly rates plus reimbursement of actual, necessary
expenses.  KPMG's customary hourly rates are:

       Partners                         $540 - 560
       Managing Directors/Directors      450 - 510
       Senior Managers/Managers          360 - 420
       Senior/Staff Consultants          270 - 330
       Associate                         180 - 240
       Paraprofessionals                 120

Larry H. Lattig, a principal of KPMG, attests that the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.  Furthermore, Mr. Lattig adds, KPMG does
not hold or represent an interest adverse to the estates that
would impair its ability to objectively perform professional
services for the Committee, in accordance with Sections 328(c)
and 1013(b) of the Bankruptcy Code. (Fleming Bankruptcy News,
Issue No. 6; Bankruptcy Creditors' Service, Inc., 609/392-0900)


FRANK'S NURSERY: May 18 Working Capital Deficit Narrows to $3MM
---------------------------------------------------------------
Frank's Nursery & Crafts, Inc. (OTC:FNCN) reported results for the
first quarter ended May 18, 2003. Income was $1.0 million versus a
prior year loss of $25.6 million before reorganization items.
Comparable store sales, or sales in stores open at least a year,
were up 5.1% compared to the first quarter of 2002. Net sales for
the first quarter were $116.7 million versus $111.0 million in
2002.

Selling, general and administrative expenses as a percentage of
sales were 27.0% in the first quarter of 2003 versus 28.4% in the
first quarter of 2002.

At May 18, 2003, Frank's Nursery's balance sheet shows that its
total current liabilities exceeded its total current assets by
about $3 million. The Company's total shareholders' equity
improved to $11 million from a deficit of about $125 million a
year ago.

"This quarter was a positive step in the right direction, but
there is still much work to do and great opportunities for
improvement," stated Bruce Dale, Frank's Nursery & Crafts Chief
Executive Officer. "We thank our associates for their diligent
work through our very important first quarter. Their hard work and
dedication can be seen in our increase in sales and reduction in
expenses compared to last year."

Frank's Nursery and Crafts, Inc. is the nation's largest lawn and
garden specialty retailer and operates 170 stores in 14 states.
Frank's is also a leading retailer of Christmas trim-a-tree
merchandise, artificial flowers and arrangements, garden decor and
home decor products.


GENUITY INC: Wants to Expand Morrison & Foerster's Engagement
-------------------------------------------------------------
Genuity Inc., and its debtor-affiliates seek the Court's authority
to expand the scope of Morrison & Foerster's employment as special
counsel to encompass representing the Debtors with respect to the
Cure Objections interposed by MCI and other telecommunications
service providers, as well as any other Cure Objections for which
the Debtors may request the Firm's assistance.  This expanded
scope is, in part, due to certain telecommunications-specific
issues on which Morrison & Foerster has already extensively
advised Genuity that bear directly on the merits of the Cure
Objections as they may be contested or litigated before this
Court.  For example, Morrison & Foerster has previously advised
Genuity concerning the Court's treatment under Section 365 of the
Bankruptcy Code of similar telecommunications contract
relationships like MCI's bankruptcy proceedings, and concerning
"the Debtors' potential claims, liabilities and obligations in the
context of various other contractual relationships."

D. Ross Martin, Esq., at Ropes & Gray, in Boston, Massachusetts,
believes that that expanding the Firm's scope of employment makes
eminent sense under the facts and circumstances of these cases. In
addition to representing many other companies on various
telecommunications matters, Morrison & Foerster has served Genuity
as telecommunications regulatory, transactional and litigation
counsel since June 2000.  Since September 2001, Morrison &
Foerster has also represented Genuity in numerous
telecommunications bankruptcies.  Over the course of representing
Genuity during the past three years, Morrison & Foerster has
developed extensive familiarity with Genuity's businesses while
enhancing the Firm's pre-existing expertise on telecommunications
matters as they have arisen in bankruptcy contexts including the
assumption and assignment of executory contracts under Section 365
of the Bankruptcy Code.

Additionally, Morrison & Foerster has been extensively involved in
the negotiation and drafting of agreements with various
telecommunications vendors including MCI that have become the
subject of Cure Objections for which Genuity requires the Firm's
assistance.  Furthermore, by virtue of its prepetition and
postpetition representation of Genuity in numerous
telecommunications bankruptcies, Morrison & Foerster is uniquely
familiar with MCI's and other bankrupt telecommunications vendors'
treatment of similar telecommunications contracts in their own
bankruptcies and the potential bearing this treatment may have on
the proper dispositions of their Cure Objections filed in these
cases.

Given its extensive experience representing Genuity on
telecommunications matters in both bankruptcy and non-bankruptcy
contexts, Mr. Martin insists that Morrison & Foerster is well-
suited to coordinate Genuity's defenses of Cure Objections as
requested by the Debtors.

Mr. Martin relates that the Debtors requested the Firm to analyze
and prepare replies to the Cure Objections of MCI and others,
which Morrison & Foerster agreed to undertake beginning on or
about May 15, 2003.  As Morrison & Foerster has already begun
assisting Genuity with respect to the Cure Objections filed by
MCI and other telecommunications service providers, the Debtors
accordingly seek the Court's authority to expand the scope of
Morrison & Foerster's employment nunc pro tunc to May 15, 2003.

The Debtors continue to believe that Morrison & Foerster does not
represent or hold any interest adverse to their estates with
respect to the matters for which it has already been employed or
with respect to the matters to be covered by the Expanded
Representation. (Genuity Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


GLOBAL LEARNING: Case Summary & Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: Global Learning Systems, Inc.
             5300 Westview Drive, Suite 405
             Frederick, Maryland 21703
             aka Electronic Learning Facilitators, Inc.

Bankruptcy Case No.: 03-30218

Debtor affiliates filing separate chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Keystone Learning Systems, Corporation     03-30220

Type of Business: The Debtor is an improvement solutions company.

Chapter 11 Petition Date: June 6, 2003

Court: District of Maryland (Greenbelt)

Judge: Paul Mannes

Debtors' Counsel: Brent C. Strickland, Esq.
                  Whiteford, Taylor & Preston LLP
                  Seven St. Paul Street
                  Suite 1400
                  Baltimore, MD 21202-1626
                  Tel: 410-347-8700

                             Estimated Assets:  Estimated Debts:
                             -----------------  ----------------
Global Learning Systems      $100K to $500K     $10MM to $50MM
Keystone Learning Systems    $1MM to $10MM      $10MM to $50MM

A. Global Learning's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Wachovia Bank, N.A.                                $10,274,000
PA 4810/4th Floor
1339 Chestnut Street
Philadelphia, PA 19107

Canadian Bank Note                                    $174,165

KPMG, LLC                                             $114,250

Achieve Global                                         $85,013

Mayer, Brown, Rowe & Maw                               $33,887

Argy, Wiltse & Robinson                                $31,000

Landow & Company                                       $27,126

State of Maryland                                      $27,753

Jasubhai Digital Media                                 $25,288

Technical Insights                                     $16,571

Viraj David                                            $14,760

Expanets                                               $14,740

Monroe, Chase Inc.                                     $14,817

D.S. Johnson & Assoc.                                  $10,000

Management Recruiters                                  $10,000

Martin Lipinski                                         $8,914

McGuire Woods, LLP                                      $9,852

Emma L. Thorne                                          $7,040

Eugene Wilson                                           $8,922

Robin L. Savio                                          $7,400

B. Keystone Learning's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Utah State Tax Commission                              $49,140

101 Communications                                     $42,622

Cayenta Inc. Ecommerce                                 $42,577

Starr BLC                                              $38,000

Metaresponse Group                                     $37,519

Graphics Arts Center                                   $28,399

United Parcel Service                                  $24,602

Kevin Wolford                                          $21,661

KPMG                                                   $28,750

American Express -- Gold                               $20,821

Edge Group University.com                              $15,123

Fawcette Technical Publications                        $14,508

American Express -- Blue                               $13,877

Baerwolf Inc.                                          $13,691

Trainix Inc.                                           $12,057

Deutsche Post                                          $12,231

Printing Impressions                                    $9,976

Sunscribe Writing                                       $8,215

Video-Matic U.S.A. Inc.                                 $8,301

Paul D. Sheriff & Associates                            $7,238


GMAC COMM'L: Fitch Affirms 7 Note Class Ratings at Low-B Levels
---------------------------------------------------------------
GMAC Commercial Mortgage Securities, Inc., commercial mortgage
pass-through certificates, series 2002-C3, $203.3 million class
A-1, $406.4 million class A-2 and interest only class X are
affirmed at 'AAA' by Fitch Ratings. In addition, Fitch affirms the
following classes: $29.2 million class B at 'AA', $11.7 million
class C at 'AA-', $18.5 million class D at 'A', $11.7 million
class E at 'A-', $9.7 million class F at 'BBB+', $9.7 million
class G at 'BBB', $9.7 million class H at 'BBB-', $18.5 million
class J at 'BB+', $8.8 million class K at 'BB', $5.8 million class
L at 'BB-', $4.9 million class M at 'B+', $3.9 million class N at
'B', $2.7 million class O-1 at 'B-' and $1.2 million class O-2 at
'B-'. Fitch does not rate the $17.5 million class P. The rating
affirmations follow Fitch's annual review of this transaction,
which closed in December 2002.

The affirmations reflect stable performance of the pool with few
loans of concern. As of the June 2003 distribution date, the
pool's aggregate principal balance has been reduced by 0.2% to
$773 million from $777.4 million at issuance. The certificates are
collateralized by 108 multifamily and commercial loans.

GMAC Commercial Mortgage Corp., as master servicer, collected
year-end 2002 financials for 58.2% of the pool. The weighted
average debt service coverage ratio for these loans slightly
increased to 1.50 times compared to 1.43x at issuance. Currently
there are no delinquent loans in the pool.

Only two loans, representing 0.75% of the pool, are on the master
servicer's watchlist. A stress scenario was run in which these
loans were assumed to default at various loss rates. The resulting
subordination levels support the affirmations.

Fitch will continue to monitor this transaction, as surveillance
is ongoing.


GOLF TRUST OF AMERICA: Sells Sandpiper Golf Course for $25 Mill.
----------------------------------------------------------------
On June 17, 2003, Golf Trust of America, Inc.'s (AMEX:GTA)
operating partnership sold Sandpiper-Golf Trust, LLC to Sandpiper
BB Property, LLC for a purchase price of $25.0 million. Sandpiper-
Golf Trust, LLC owns the Sandpiper Golf Course, an 18-hole golf
course located near Santa Barbara, Calif.

Golf Trust of America, Inc. was formerly a real estate investment
trust but is now engaged in the liquidation of its interests in
golf courses in the United States pursuant to a plan of
liquidation approved by its stockholders. The Company currently
owns an interest in five properties (9.0 eighteen-hole equivalent
golf courses). Additional information, including an archive of all
corporate press releases, is available over the Company's Web site
at http://www.golftrust.com

As reported in Troubled Company Reporter's January 6, 2002
edition, Golf Trust of America, Inc., entered into a Second
Amendment to its Second Amended and Restated Credit Agreement with
its senior bank lenders.

The amendment extends the repayment date for all loans outstanding
under the Credit Agreement from December 31, 2002 until June 30,
2003. The current principal balance outstanding under the Credit
Agreement is $69.0 million.

                        *   *   *

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

"On February 25, 2001 our board of directors adopted, and on May
22, 2001 our common and preferred stockholders approved, a plan of
liquidation for our Company. The events and considerations leading
our board to adopt the plan of liquidation are summarized in our
Proxy Statement dated April 6, 2001, and in our most recent Annual
Report on Form 10-K. The plan of liquidation contemplates the sale
of all of our assets and the payment of (or provision for) our
liabilities and expenses, and authorizes us to establish a reserve
to fund our contingent liabilities. The plan of liquidation gives
our board of directors the power to sell any and all of our assets
without further approval by our stockholders. However, the plan of
liquidation constrains our ability to enter into sale agreements
that provide for gross proceeds below the low end of the range of
gross proceeds that our management estimated would be received
from the sale of such assets absent a fairness opinion, an
appraisal or other evidence satisfactory to our board of directors
that the proposed sale is in the best interest of our Company and
our stockholders.

"At the time we prepared our Proxy Statement soliciting
stockholder approval for the plan of liquidation, we expected that
our liquidation would be completed within 12 to 24 months from the
date of stockholder approval on May 22, 2001. While we have made
significant progress, our ability to complete the plan of
liquidation within this time-frame and within the range of
liquidating distributions per share set forth in our Proxy
Statement is now far less likely, particularly insofar as the
disposition of our lender's interest in the Innisbrook Resort is
concerned. With respect to our dispositions, as of November 8,
2002, we have sold 25 of our 34 properties (stated in 18-hole
equivalents, 31.0 of our 47.0 golf courses). In the aggregate, the
gross sales proceeds of $229.5 million are within the range
originally contemplated by management for those golf courses
during the preparation of our Proxy Statement dated April 6, 2001,
which we refer to as the Original Range; however, two of our
properties (2.5 golf courses) that were sold in 2001 were sold for
a combined 1%, or $193,000, less than the low end of their
combined Original Range. The sales prices of the assets sold in
2002 have been evaluated against Houlihan Lokey Howard & Zukin
Financial Advisors, Inc., or Houlihan Lokey's March 15, 2002,
updated range (discussed in further detail below), which we refer
to as the Updated Range. Of the three properties (5.0 golf
courses) sold in 2002, one (1.5 golf courses) was below the low
end of the Updated Range by 4%, or $150,000. Nonetheless,
considering the environment in which we and the nation were
operating in at that time, our board determined that the three
transactions closed at prices below the Original Range (including
the one transaction that closed below the Updated Range) were fair
to, and in the best interest of, our Company and our stockholders.

"The golf industry continues to face declining performance and
increased competition. Two of the economic sectors most affected
by the recession have been the leisure and travel sectors of the
economy. Golf courses, and particularly destination-resort golf
courses, are at the intersection of these sectors. Accordingly, we
believe our business continues to be significantly impacted by the
economic recession. As reported in our most recently filed Form
10-K, on February 13, 2002, we retained Houlihan Lokey to advise
us on strategic alternatives available to seek to enhance
stockholder value under our plan of liquidation. In connection
with this engagement Houlihan Lokey, reviewed (i) our corporate
strategy; (ii) various possible strategic alternatives available
to us with a view towards determining the best approach of
maximizing stockholder value in the context of our existing plan
of liquidation, and (iii) other strategic alternatives independent
of the plan of liquidation. Houlihan Lokey's evaluation of
Innisbrook valued this asset under two different scenarios, both
of which assumed that we would obtain a fee simple interest in the
asset as a result of successfully completing a negotiated
settlement or foreclosing on our mortgage interest. Under the
first scenario, Houlihan Lokey analyzed immediate liquidation of
the asset, and under the second scenario, Houlihan Lokey analyzed
holding the asset for a period of approximately 36-months ending
not later than December 31, 2005 to seek to regain the financial
performance levels achieved prior to 2001. In a report dated March
15, 2002, subject to various assumptions, Houlihan Lokey's
analysis concluded that we may realize between $45 million and $50
million for the Innisbrook asset under the first scenario, and
between $60 million and $70 million under the second scenario.

"Following receipt of Houlihan Lokey's letter on March 15, 2002,
and after consideration of other relevant facts and circumstances
then available to us, our board of directors unanimously voted to
proceed with our plan of liquidation without modification. We
currently expect that liquidating distributions to our common
stockholders will not begin until we sell our interest in the
Innisbrook Resort, which might not occur until late 2005. All of
our other assets were valued and are recorded on our books at
their estimated immediate liquidation value and are being marketed
for immediate sale.

"As of November 8, 2002, we owed approximately $70.7 million under
our credit agreement, which matures on December 31, 2002. We are
currently seeking to obtain our lenders' consent to further extend
the term of our credit agreement before it matures. If our lenders
do not consent to our request for a further extension and we are
not able to secure refinancing through another source, we might be
compelled to sell assets at further reduced prices in order to
repay our debt in a timely manner. We recently obtained a
preliminary indication of the lenders' willingness to extend the
term of our credit facility until June 30, 2003."


INTRAWARE: May 31 Net Capital Dwindles to $4,000 Due to Losses
--------------------------------------------------------------
Intraware, Inc. (Nasdaq:ITRA), a leading provider of electronic
software delivery and management solutions designed to simplify
software delivery, increase customer satisfaction and reduce costs
for the enterprise software publisher and other Fortune 1000
companies, reported its financial results for its first quarter
ended May 31, 2003.

Revenues for the first quarter of fiscal year 2004 were $2.8
million compared to $3.3 million in the preceding quarter.
Revenues for the year-earlier quarter were $4.5 million, which
included $2.4 million in exited third-party reseller business and
exited Asset Management software business revenues and a $0.9
million revenue offset related to a warrant charge associated with
the sale of the Asset Management software business. Revenues from
total Online services and technology related to SubscribeNet
services sales decreased from $2.0 million in the fourth quarter
of fiscal year 2003 to $1.8 million in the first quarter of fiscal
year 2004. This anticipated decrease is primarily due to a decline
in the revenues associated with the company's relationship with
Sun Microsystems, Inc. Gross profit margins declined from 59% in
the fourth quarter of fiscal year 2003 to 57% in the first quarter
of fiscal year 2004.

Alliance and reimbursement revenues in the first quarter of fiscal
year 2004 were $0.9 million compared to $1.1 million in the
previous quarter. The decrease in Alliance and reimbursement
revenues was expected as fourth quarter sales related to the
Alliance and reimbursement revenues have historically been
stronger than first quarter sales.

Net loss for the first quarter of fiscal year 2004 was $0.9
million compared to a loss of $0.6 million in the quarter ended
February 28, 2003.

Net cash used in operating activities for the first quarter of
fiscal year 2004 was a deficit of $0.7 million compared to a
deficit of $1.1 million in the quarter ended February 28, 2003.

At May 31, 2003, the Company's balance sheet shows that its total
shareholders' equity further dwindled to about $4,000 due to an
accumulated deficit of about $153 million.

"As expected, the decrease in revenue from our relationship with
Sun Microsystems impacted our financials in the first quarter of
fiscal year 2004," said Peter Jackson, President and Chief
Executive Officer. "However, we have worked very hard over the
past several months to counteract the decrease in Online services
and technology revenues and associated profit margins by signing
SubscribeNet agreements with a number of outstanding and very
significant new customers. We expect to recognize initial revenues
related to those new contracts within the current fiscal quarter."

                     Operating Highlights

Key new customer wins during the first quarter of fiscal year 2004
included Avid Technology, Inc. and a major enterprise software
distributor. In addition, excluding one SubscribeNet customer
whose assets were acquired by another company during the first
quarter, Intraware, once again, achieved a 100% contract renewal
rate for the first quarter of fiscal year 2004. Companies that
have renewed their contracts with Intraware since the beginning of
the current fiscal year include Adobe, Inc., Documentum, Inc., and
Software Spectrum, Inc., a wholly-owned subsidiary of Level 3
Communications, Inc.

The company continued to advance its delivery management solution.
During the first quarter of fiscal year 2004, Intraware's Product
Development team added greater download security to the
SubscribeNet service, provided new access control features, and
created additional interfaces to enable automatic and asynchronous
uploading of large numbers of images. The service can now also be
more easily customized to reflect the unique characteristics of
each customer's specific product set.

"The service and value that we provide our customers is validated
in each of the customer business reviews that we conduct," stated
Mr. Jackson. "Our customers repeatedly emphasize the ease and time
savings that they enjoy by using SubscribeNet, and the excellent
download and retrieval experiences that their customers
experience. I believe that our value proposition will draw an
increasing number of enterprise software vendors and other digital
goods providers to Intraware."

                         Business Outlook

Intraware expects second quarter of fiscal year 2004 revenues to
be $2.4 million to $2.8 million as the final decreases related to
the Sun Microsystems contract are realized.

Intraware's SubscribeNet customer base currently consists of 32
customers and is expected to grow in the remaining three quarters
of fiscal year 2004. The total annual contract value of the
existing SubscribeNet customer base was approximately $5.5 million
as of May 31, 2003. Intraware defines total annual contract value
as, on any given date, the aggregate minimum annual service fees
paid or payable by Intraware's customers for services the company
has contracted to provide during the then-current annual terms of
the customers' respective contracts with the company. These
minimum annual service fees are estimates that depend on, among
other things, the timing of implementation of the services;
therefore contract value is not necessarily indicative of revenue
in the current or any future fiscal period.

In its March 20, 2003 announcement of fourth quarter and fiscal
year-end results, Intraware described its expected revenues, net
loss per share, customer count, and total annual contract value
for its full 2004 fiscal year. These expectations were based on
assumptions about the timing of new customer contract signings and
growth in existing customer accounts. However, in the first
quarter, prospective customers extended their purchasing cycles
and delayed signing new contracts longer than Intraware expected,
and existing customers moved their end-users onto the Intraware
service more slowly than Intraware expected. Therefore, while
Intraware remains confident in the strength of its sales pipeline,
and committed to its overarching goal of profitability, it
believes the difficulty of anticipating the timing of new sales
contracts and of existing customer adoption rates, makes it no
longer appropriate to express any expectations regarding full 2004
fiscal year results. Intraware will continue to provide its
expectations for quarterly performance.

Intraware, Inc. is a leading provider of electronic software
delivery and entitlement management (ESDM) solutions for software
publishers worldwide. Intraware's unique and innovative delivery
management solutions have attracted strategic relationships with
industry leaders such as Zomax Incorporated and Software Spectrum,
Inc. Intraware's ESDM solutions power business-to-business
technology providers including: Business Objects SA, Documentum,
Inc., PeopleSoft, Inc., Hyperion Software, Inc., McKesson
Corporation and Sun Microsystems, Inc. Intraware is headquartered
in Orinda, California and can be reached at
http://www.intraware.com


J.L. FRENCH AUTOMOTIVE: CEO Mark S. Burgess Leaves Company
----------------------------------------------------------
J.L. French Automotive Castings, Inc., announced that Mark S.
Burgess, chief financial officer, has resigned to become chief
financial officer of a Boston, MA based public company.

Mr. Burgess joined the company in November 2000. He played a key
role in the financing transactions completed by the company in
December 2002 and was instrumental in significantly improving the
working capital management and the financial controls at the
Company.

Anthony A. Barone, will serve as interim chief financial officer.
Mr. Barone, a current member of the company's board of directors,
served as chief financial officer of Tower Automotive from 1995
through 2003 and as chief financial officer of O'Sullivan
Corporation from 1984 through 1995.

"While we will miss Mark's contributions, we realize that this is
a great opportunity for him to further his career as a CFO of a
public company," said David S. Hoyte, chief executive officer of
J.L. French. "We also are very pleased that Tony Barone has agreed
to serve as interim CFO. His long tenure in the automotive
industry will be very valuable to J.L. French."

J.L. French Automotive Castings, Inc., is a leading global
designer and manufacturer of highly engineered aluminum die cast
automotive parts including oil pans, engine front covers and
transmission cases. The company has manufacturing facilities in
Sheboygan, Wis.; Benton Harbor, Mich.; Glasgow, Ky.; San Andres de
Echevarria, Spain; Saltillo, Mexico; as well as five plants in the
United Kingdom. The company is based in Sheboygan, Wis., and has
its corporate office in Minneapolis, Minn.

As reported in Troubled Company Reporter's February 10, 2003
edition, Standard & Poor's Ratings Services raised its corporate
credit and senior secured debt ratings on Sheboygan, Wisconsin-
based J.L. French Automotive Castings Inc., a vertically
integrated aluminum die casting company, to 'B' from 'CCC'. The
rating action follows the company's completed $190 million
refinancing, which improved its near-term liquidity position.
Proceeds from the refinancing were used to retire all of the
outstandings under the company's term loan A and to modestly
reduce outstandings under the company's term loan B and revolving
credit facility. Additionally, Standard & Poor's removed the
corporate credit rating from CreditWatch, where it was placed
Dec. 30, 2002. At the same time, Standard & Poor's assigned its
'B' rating to the company's new four-year $95 million term loan C.
The outlook is now stable.


KAISER ALUMINUM: Court Approves McDermott Will as Labor Counsel
---------------------------------------------------------------
Kaiser Aluminum Corporation and its debtor-affiliates obtained the
Court's authority to employ McDermott, Will & Emery as their
special labor counsel.

McDermott will assist the Debtors in their negotiations with the
United Steelworkers of America and other labor unions as well as
the Pension Benefit Guaranty Corporation regarding the
restructuring of their pension and retiree medical obligations.
McDermott will also appear before the Court and prepare any
necessary reports or other pleadings or documents in connection
with the negotiations.

Established in 1934, McDermott is a premier international law
firm.  The head of its labor and employment practice group, Joseph
E. O'Leary, who will be primarily responsible in representing the
Debtors, has over 30 years of legal experience.  Mr. O'Leary is a
partner at McDermott.

The Debtors will compensate McDermott for its services on an
hourly basis in accordance with its ordinary and customary hourly
rates and reimburse the firm's actual and necessary out-of-pocket
expenses.  Mr. O'Leary's current hourly rate is $515 while the
current hourly rate of Scott A. Faust, another partner at
McDermott who may assist Mr. O'Leary in this engagement, is $455.
The hourly rates of other McDermott professionals that may be
asked to provide services to the Debtors range from $180 to $515.

McDermott is deemed retained nunc pro tunc as of August 26, 2002.
The Debtors estimate that the total amount of McDermott's fees and
expenses dating back to August 26, 2002 is $54,000. (Kaiser
Bankruptcy News, Issue No. 28; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


KMART: Reorganized Company Commences Options Trading on AMEX
------------------------------------------------------------
The American Stock Exchange(R) (Amex(R)) launched trading in
options yesterday on the Nasdaq Stock Market listed stock of Kmart
Holding Corporation (Nasdaq: KMRT; Option Symbol: KTQ).

Kmart Holding Corporation options will open with strike prices of
10 - 12-1/2 - 15 - 17-1/2 - 20 - 22-1/2 - 25 - 30 and position
limits of 13,500 contracts.  The options will trade on March
expiration cycle with initial expirations in July, August,
September, and December.  The specialist will be AGS Specialist,
LLC.

Kmart Holding Corporation is a mass merchandising company that
serves customers through its Kmart and Kmart SuperCenter retail
outlets.

The American Stock Exchange(R) (Amex(R)) is the only primary
exchange that offers trading across a full range of equities,
options and exchange traded funds (ETFs), including structured
products and HOLDRS(SM).  In addition to its role as a national
equities market, the Amex is the pioneer of the ETF, responsible
for bringing the first domestic product to market in 1993. Leading
the industry in ETF listings, the Amex lists 123 ETFs.  The Amex
is also one of the largest options exchanges in the U.S., trading
options on broad-based and sector indexes as well as domestic and
foreign stocks.  For more information, visit http://www.amex.com


LAIDLAW: Court Okays Scope Expansion of PwC Canada's Engagement
---------------------------------------------------------------
Since Laidlaw Inc., and its debtor-affiliates' Chapter 11 cases
have lasted longer than originally contemplated at the time the
original application for PricewaterhouseCoopers Canada's
employment was filed, the Debtors are now in need of the firm's
services that were not included in the previous engagement.

Accordingly, the Debtors sought and obtained the Court's authority
to expand the scope of PwC Canada's engagement to include these
categories:

    (a) PwC Canada will review LINC's 2003 quarterly financial
        statements in accordance with generally accepted
        principles for the review engagements.  This task simply
        represents the continuation of services PwC Canada
        performed for the Debtors;

    (b) PwC Canada will assist the Debtors in connection with the
        work necessary in re-listing their securities on the U.S.
        stock exchanges and obtaining any required waivers from
        the Securities and Exchange Commission.  This work
        includes assisting the Debtors with filing Form 10, a
        requirement of the SEC, and any other registration
        statements to be filed.  The services will include related
        consultations with the SEC's staff; and

    (c) PwC Canada will perform a number of other special projects
        for the Debtors.  These include various accounting,
        consulting and advisory services, including services
        related to the issuance of debt, that PwC Canada and the
        Debtors deem appropriate and feasible during the course of
        their Chapter 11 cases, like the preparation and filing of
        financial information, tax planning, the preparation and
        filing of income tax returns and other related projects.

PwC Canada will be paid $85,000 to $100,000 as quarterly review
fee and will be reimbursed of actual and necessary out-of-pocket
expenses.  PwC Canada will also charge the Debtors for applicable
goods and service tax owed under Canadian law.

Any time spent on the SEC projects and any other accounting,
consulting and advisory services as may be requested by the
Debtors will be billed at PwC Canada or PwC U.S.'s prevailing
hourly rates.  PwC Canada and PwC U.S.'s current standard hourly
rates are:

       Partners                          $400 - 650
       Managers                           230 - 415
       Senior Associates/Associates       130 - 315
       Administrative Staff                75 - 120
(Laidlaw Bankruptcy News, Issue No. 36; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


LARRY'S STANDARD BRAND: Files Chapter 11 Reorg. Plan in Texas
-------------------------------------------------------------
Larry's Standard Brand Shoes, delivered its Chapter 11 Plan of
reorganization to the U.S. Bankruptcy Court for the Northern
District of Texas.   A full-text copy of the Debtor's Plan is
available for a fee at:

  http://www.researcharchives.com/bin/download?id=030616220603

The Plan groups claims and equity interests into classes and
outlines how each class will be treated:

  Class Designation    Impairment    Treatment
  ----- -----------    ----------    ---------
    1   Priority       Not impaired  Will be paid:
        Claims                       a) on the applicable
                                     initial Distribution
                                     Date; or
                                     b) in 24 substantially
                                     equal installments.

    2   Secured Tax    Impaired      Will be paid in 24
        Claims                       substantially equal
                                     quarterly payments.
                                     Holders shall retain
                                     their liens.

    3   Wells Fargo    Impaired      Will be paid on the terms
        Claim                        as agreed by Debtor and
                                     Wells Fargo.
                                     Holder shall retain
                                     their liens.

    4   Unsecured      Impaired      Will be paid a sum equal
        (Gen) Claims                 to 1/2 of the Allowed Claim
                                     in 16 equal installments

    5   Other Secured  Impaired      The Debtors may either:
         Claims                      i) object to the Claim;
                                     ii) return the Collateral;
                                     iii) pay cash in an amount
                                     lesser to the value of the
                                     Collateral;
                                     iv) allow the Secured
                                     Claimant to offset in
                                     satisfaction of its claim;
                                     v) file a Valuation Motion;
                                     or
                                     vi) provide such other
                                     treatment as may be agreed.

    6   Equity         Not Impaired  The Reorganized Debtor
        Interest                     will retain all interests
                                     in the Assets.

Larry's Standard Brand Shoes, Inc., is in the business of retail
sales of men's shoes and accessories.  The Company filed for
chapter 11 protection on June 3, 2003 (Bankr. N.D. Tex. Case No.
03-45283).  J. Robert Forshey, Esq., at Forshey and Prostok
represents the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$8,836,861 in total assets and $10,782,378 in total debts.


LEGACY HOTELS: Suspends Second Quarter Distribution
---------------------------------------------------
Legacy Hotels Real Estate Investment Trust (TSX: LGY.UN) announced
that given the current challenging operating environment, it will
not pay a second quarter distribution. The prior quarter's
distribution was $0.185 per unit.

"While Legacy's operating fundamentals are sound, recent
disruptions in the lodging industry continue to negatively impact
hotel results. Specifically, severe acute respiratory syndrome
continues to have a significant effect on Toronto as well as the
Canadian travel industry generally," commented Neil J. Labatte,
Legacy's President and Chief Executive Officer. "With a debt to
total asset ratio of approximately 40%, Legacy remains
conservatively financed. However, given the current operating
environment, the Board of Trustees felt it was prudent to preserve
Legacy's financial resources."

"It is difficult to predict the severity of the impact on our
portfolio during the important summer months and therefore we
remain cautious about our performance for the balance of the year.
We believe that current industry conditions will be short-term in
nature and that Legacy is well-positioned to take advantage of a
return to more normal business conditions," continued Mr. Labatte.

Legacy will release its second quarter results on July 22, 2003.
At that time, Legacy will provide additional information on recent
trends and its outlook for the year. Third quarter distributions
will be reviewed in September 2003.

Legacy is Canada's premier hotel real estate investment trust with
22 luxury and first-class hotels and resorts in Canada and one in
the United States, consisting of over 10,000 guestrooms. The
portfolio includes landmark properties such as Fairmont Le Chfteau
Frontenac, The Fairmont Royal York and The Fairmont Empress. The
management companies of Fairmont Hotels & Resorts Inc. operate all
of Legacy's properties. At Dec. 31, 2003, the Company's total
current liabilities eclipsed total current assets by about C$130
million.


LODGENET ENTERTAINMENT: Closes 9.50% Senior Sub. Note Issue
-----------------------------------------------------------
LodgeNet Entertainment Corporation (Nasdaq: LNET), the world's
largest provider of broadband interactive television services to
the hospitality industry, has closed on the issuance of $200
million principal amount of its 9.50% Senior Subordinated Notes
due June 15, 2013. Proceeds from the notes offering will be used
to repay the Company's $150 million 10-1/4% Senior Notes due 2006
and to repay borrowings under its revolving credit facility.

"This offering provides us with increased financial flexibility
and lowers our cost of capital," said LodgeNet President and CEO
Scott C. Petersen.  "We are very pleased with the market's
enthusiastic acceptance of the offering, which enabled us to
increase the size from $185 million to $200 million while
maintaining a very favorable rate of 9.5%."

On June 3, 2003, LodgeNet commenced a cash tender offer and
consent solicitation relating to the 10-1/4% Senior Notes due
2006.  As of the expiration of the consent solicitation at 5:00
p.m., EDT time, on Wednesday, June 11, 2003, holders of
approximately 79% of the $150,000,000 outstanding principal amount
of the 10-1/4% notes had been tendered their notes and consented
to the proposed amendments to the indenture governing such notes.
LodgeNet delivered today to HSBC Bank USA, the depository for the
tender offer, its notice of acceptance for the 10-1/4% notes
tendered on or before the expiration of the consent period.  The
supplemental indenture incorporating the proposed amendments to
the indenture governing the 10-1/4% Notes became operative upon
delivery of the notice of acceptance of payment.  The tender offer
for the 10-1/4% notes will expire at 12:00 Midnight, EDT, on
Monday, June 30, 2003, unless extended.  LodgeNet intends to call
the notes not tendered.

LodgeNet also received the consent of the lenders under its senior
credit facility to permit the senior subordinated notes offering.
Among other things, the amendment increases 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, 4.75 times total debt
to EBITDA for the first half of 2004 and 4.50 times total debt to
EBITDA for the second half of 2004.

"These transactions put LodgeNet in a stronger financial position
with improved financial flexibility and increased liquidity.  In
addition, we now have the opportunity to extend the maturity on
nearly all of our debt to 2008 and beyond," said Senior Vice
President and Chief Financial Officer Gary H. Ritondaro.  "This
refinancing of our debt is consistent with our goal of becoming
free cash flow neutral after growth capital for the final six
months of 2003."

LodgeNet Entertainment Corporation -- http://www.lodgenet.com--
is the leading provider in the delivery of broadband, interactive
services to the lodging industry, serving more hotels and guest
rooms than any other provider in the world.  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 the largest company
in the industry, LodgeNet provides service to 960,000 rooms
(including more than 900,000 interactive guest pay rooms) in more
than 5,700 hotel properties worldwide. More than 260 million
travelers have access to LodgeNet systems on an annual basis.
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.


MAGELLAN HEALTH: Wants to Expand Ernst & Young Retention Scope
--------------------------------------------------------------
Magellan Health Services, Inc. Executive Vice President and Chief
Financial Officer Mark S. Demilio recounts that on the Petition
Date, the Debtors sought and obtained the Court's authority to
employ Ernst & Young, LLP as tax advisors, auditors and financial
reporting consultants to the Debtors in these Chapter 11 cases.

By this application, the Debtors ask the Court to expand the scope
of E&Y's employment to include certain additional auditing
services as set forth in the four letter agreements dated May 2,
2003, May 19, 2003 and May 21, 2003, between the Debtors and E&Y.

Mr. Demilio explains that the Debtors require additional Auditing
Services to determine their compliance with certain governmental
requirements and to continue E&Y's provision of the Auditing
Services through December 31, 2003 as a result of the change of
the Debtors' fiscal year end from September 30 to December 31.
Because E&Y has a wealth of experience in providing auditing
services and is extremely familiar with the Debtors' financial
affairs, the Debtors believe that E&Y has the necessary background
to assist the Debtors in addressing these additional auditing
needs.

More specifically, pursuant to the Letter Agreements, E&Y is
expected to:

    -- audit and report on the Schedule of Expenditures of Federal
       Awards for the Block Grants for Prevention & Treatment of
       Substance Abuse Program of Magellan for the years ended
       June 30, 2002 and 2001;

    -- audit Magellan's compliance with the types of compliance
       requirements described in the U.S. Office of Management and
       Budget (OMB) Circular A-133 Compliance Supplement that are
       applicable to the Block Grants Program;

    -- audit and report on the financial statements of these
       subsidiaries and divisions of Magellan for certain periods:

       a. Merit Behavioral Care Corporation of Iowa;

       b. Magellan Behavioral Health Systems, LLC;

       c. Hamilton County Division of Magellan Public Solutions;
          and

       d. Magellan Behavioral Health of Ohio, Inc.; and

    -- audit and report on Magellan's consolidated financial
       statements for the three months ended December 31, 2002.

In addition, Mr. Demilio relates that one of the Letter Agreements
amends the agreement between E&Y and the Debtors, dated February
20, 2003, to provide that the services provided under the February
20 Agreement to audit and report on the financial statements of
Magellan Health Services, Inc. for its 2003 fiscal year will be
for the year ended December 31, 2003, as opposed to September 30,
2003, as a result of the change in Magellan's fiscal year end from
September 30 to December 31.  The Letter Agreements also provide
for the amendment of a letter agreement previously approved by the
Order, which amendment provides that E&Y will provide a statutory
basis audit rather than an audit pursuant to generally accepted
accounting principles, for Merit Behavioral Care Corporation of
Iowa for the year ended December 31, 2002.

The current hourly rates, subject to periodic adjustments, charged
by E&Y's personnel are:

       Partners and Principals          $490 - 600
       Senior Managers                   380 - 470
       Managers                          280 - 360
       Seniors                           190 - 260
       Staff                             140 - 170
(Magellan Bankruptcy News, Issue No. 9: Bankruptcy Creditors'
Service, Inc., 609/392-0900)


MASTR ALTERNATIVE: Fitch Rates Class B-4 Certificates at BB-
------------------------------------------------------------
MASTR Alternative Loan Trust 2003-4 classes 1-A-1, 2-A-1, 3-A-1,
4-A-1 through 4-A-3, 5-A-1, 15-A-X, 30-A-X, 15-PO, 30-PO and A-R
($431 million) are rated 'AAA' by Fitch Ratings. In addition,
Fitch rates the $10.9 million class B-1 certificate 'AA-', $4.8
million class B-2 certificate 'A-' and $1.6 million class B-4
certificate 'BB-'.

The 'AAA' rating on the senior certificates reflects the 5.25%
subordination provided by the 2.40% class B-1, 1.05% class B-2,
0.75% class B-3, 0.35% privately offered class B-4, 0.35%
privately offered class B-5 and 0.35% privately offered class B-6
certificates.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts. In addition, the ratings
reflect the quality of the mortgage collateral, the strength of
the legal and financial structures, and Wells Fargo Bank
Minnesota, N.A. as master servicer. Fitch currently rates Wells
Fargo 'RMS1' for master servicing.

The trust consists of five cross-collateralized groups of 2,723
conventional, fully amortizing 15- to 30-year fixed-rate mortgage
loans secured by first liens on one- to four-family residential
properties with an aggregate scheduled principal balance of
$454,894,306. The average unpaid principal balance of the
aggregate pool as of the cut-off date is $167,056. The weighted
average original loan-to-value ratio (OLTV) is 70.06%. The two
states that represent the largest portion of the aggregate
mortgage loans are California (33.16%), and Florida (8.71%).

The 15-year mortgages in group 1, with an aggregate principal
balance of $153,834,925, are secured by 1,280 one- to four-family
residential properties located primarily in California (41.16%),
Florida (8.09%), and Texas (6.26%). The weighted average OLTV of
the pool is approximately 59.48%. The weighted average coupon is
5.755% and the weighted average remaining term is 176 months.

The 30-year mortgages in group 2, with an aggregate principal
balance of $52,597,275, are secured by 260 one- to four-family
residential properties located primarily in California (49.44%)
and Florida (20.15%). The weighted average OLTV of the pool is
approximately 76.61%. The weighted average coupon is 7.102% and
the weighted average remaining term is 358 months.

The 30-year mortgages in group 3, with an aggregate principal
balance of $102,376,273, are secured by 655 one- to four-family
residential properties located primarily in California (16.95%),
Massachusetts (11.19%), and Florida (9.17%). The weighted average
OLTV of the pool is approximately 82.06%. The weighted average
coupon is 7.571% and the weighted average remaining term is 357
months.

The 15-year mortgages in group 4, with an aggregate principal
balance of $102,006,816, are secured by 432 one- to four-family
residential properties located primarily in California (34.34%),
Illinois (9.09%), and New Jersey (6.13%). The weighted average
OLTV of the pool is approximately 65.73%. The weighted average
coupon is 6.326% and the weighted average remaining term is 177
months.

The 30-year mortgages in group 5, with an aggregate principal
balance of $44,079,018, are secured by 96 one- to four-family
residential properties located primarily in California (20.69%),
Virginia (8.09%), and Florida (7.43%). The weighted average
original OLTV of the pool is approximately 81.30%. The weighted
average coupon is 7.592% and the weighted average remaining term
is 358 months.

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.

The certificates are issued pursuant to a pooling and servicing
agreement dated May 1, 2003 among Mortgage Asset Securitization
Transactions, Inc., as depositor, UBS Warburg Real Estate
Securities, as transferor, Wells Fargo Bank Minnesota, N.A., as
master servicer and JPMorgan Chase Bank, as trustee. For federal
income tax purposes, an election will be made to treat the Trust
as a two tier real estate mortgage investment conduits (REMICs).


MCSI: Wants to Continue Employing Ordinary Course Professionals
---------------------------------------------------------------
MCSi, Inc., and its debtor-affiliates want to continue the
employment of professionals they utilize in the ordinary course of
their businesses, while restructuring under chapter 11.

The Debtors tell the Court that from time to time, in the ordinary
course of business, they require specialized or local professional
assistance in connection with the operation of their businesses
including tax, real estate, employee or regulatory issues, and
other matters. To address these matters, the Debtors need to
retain attorneys and other professionals on an "as needed" basis.

Often, the Debtors utilize particular professionals in specific
locations on a regular basis who are familiar with the legal and
other issues that arise in connection with the Debtors'
businesses. Most of these professionals are consulted on an
infrequent or semi-regular basis.

Due to the limited nature of the work to be performed by the
Ordinary Course Professionals and the costs associated with the
preparation of retention and fee applications for such
professionals, it would be impractical and burdensome for the
Debtors to submit individual applications for each such Ordinary
Course Professional and for such Ordinary Course Professional to
apply to this Court for approval of its compensation.

Accordingly, with respect to Ordinary Course Professionals already
rendering services to the Debtors prior to the Petition Date, the
Debtors request authority to employ them, on the same terms as
those in effect prior to the Petition Date, without the need to
file individual retention applications.

The Debtors seek to pay the Ordinary Course Professionals' 100% of
fees and disbursement, provided that it must not exceed $15,000 in
any calendar month.

Due to the limited nature of the matters for which the Ordinary
Course Professionals are to be employed, the Debtors submit that
no creditor or party-in-interest would be prejudiced by entry of
an order authorizing the Debtors to employ and compensate their
Ordinary Course Professionals.

MCSi, Inc., 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.


MICRON TECHNOLOGY: Posts $215MM Net Loss on $733MM Sales in Q3
--------------------------------------------------------------
Micron Technology, Inc., (NYSE:MU) announced results of operations
for its third fiscal quarter of 2003, which ended May 29, 2003.

The Company reported a third quarter net loss of $215 million on
sales of $733 million. Net sales for the third quarter of 2003
benefited from an increase in megabit sales volume compared to the
immediately preceding quarter. This increase was more than offset,
however, by the effect of an approximate 15% decrease in average
selling prices during the quarter. Sales for the first nine months
of 2003 were approximately 20% higher than for the first nine
months of fiscal 2002. The Company does not expect to recognize
any tax benefit in fiscal 2003 from its U.S. net operating losses,
and similarly, future U.S. income will not bear an income tax
provision until the Company's net operating loss carryforwards are
utilized.

Megabit production increased approximately 20% in the third
quarter of 2003 compared to the second quarter principally due to
the Company's process technology migration to .13 and .11 micron
devices and improved manufacturing yields. Third quarter sales
volume as measured in megabits slightly outpaced production
resulting in lower levels of finished goods inventories.
Significantly improved manufacturing costs in the third quarter
mitigated the effects of declines in average selling prices, and
as a result, the Company incurred a nominal charge to cost of
goods sold ($15 million as compared to $197 million in the second
quarter) to write down work in process and finished goods
inventories to their estimated market values. Absent the effects
of current and prior quarters' inventory write-downs and
restructure charges, the Company's operating loss would have been
$343 million in the third quarter of fiscal 2003 and $386 million
for the second quarter.

The Company's average selling prices in the third quarter of
fiscal 2003 reflect declines in selling prices for DDR SDRAM
products partially offset by increases in selling prices for
Synchronous DRAM products. DDR SDRAM products represented
approximately 65% of megabits sold in the third quarter of fiscal
2003.

As of May 29, 2003, the Company had $1.1 billion in cash and
short-term investments, which includes approximately $100 million
of restricted cash.

Micron Technology, Inc., is one of the world's leading providers
of advanced semiconductor solutions. Through its worldwide
operations, Micron manufactures and markets DRAMs, Flash memory,
CMOS image sensors, other semiconductor components and memory
modules for use in leading-edge computing, consumer, networking,
and mobile products. Micron's common stock is traded on the New
York Stock Exchange (NYSE) under the MU symbol. To learn more
about Micron Technology, Inc., visit its Web site at
http://www.micron.com

                         *   *   *

As reported in the Jan. 31, 2003, edition of the Troubled Company
Reporter, Standard & Poor's Ratings Services assigned its B-
subordinated debt rating to Micron Technology Inc.'s new $500
million convertible subordinated notes due 2010. At the same time,
Standard & Poor's affirmed its 'B+' corporate credit rating on
Micron. The ratings outlook is stable.


MISS. CHEMICAL: Idles Potash Mines and Curtails Yazoo Production
----------------------------------------------------------------
Mississippi Chemical Corporation (OTC Bulletin Board: MSPI.OB)
will temporarily idle its two potash mines at Mississippi Potash,
Inc., in Carlsbad, New Mexico, today, and curtail production at
its Yazoo City, Miss., MissChem Nitrogen, L.L.C., facility,
beginning this week.

The company's East and West potash mines will be shut down
primarily due to excess inventories. While the mines are down,
customer needs will be met from existing inventory. Current
projections, subject to change due to market conditions, are for
the West mine to be down for six to eight weeks, and the East mine
to be down for 10 to 12 weeks.

At the company's nitrogen plant facilities in Yazoo City,
continued high natural gas costs and inventory concerns due to the
short-term outlook for a weak fertilizer market have had a
negative impact on the plant's operations. As a result, the
company will curtail production. The facility will utilize
purchased ammonia to continue producing at full rate dinitrogen
tetroxide for the U.S. government and ammonium nitrate synthesis,
prilled ammonium nitrate and nitric acid at reduced rates. Market
conditions will determine when operating rates will return to more
normal levels.

Company employees affected by these production changes will be
furloughed. The company's furlough policy allows employees to
receive earned vacation pay while on furlough as well as continue
to be eligible for company medical benefits. At Carlsbad, 378
employees will be furloughed, and 132 employees will be furloughed
at Yazoo City.

Mississippi Chemical Corporation is a North American producer of
nitrogen, phosphorus and potassium products used as crop nutrients
and in industrial applications. Production facilities are located
in Mississippi, Louisiana and New Mexico, and through a joint
venture in The Republic of Trinidad and Tobago. The company
currently is operating under Chapter 11 reorganization, filed on
May 15 of this year.


MOBIFON HOLDINGS: S&P Assigns B Long-Term Corp. Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' long-term
corporate credit rating to cellular holding company Mobifon
Holdings B.V.  At the same time, Standard & Poor's assigned its
'CCC+' rating to the company's $230 million senior unsecured notes
due 2009. The outlook is stable.

Proceeds of the $230 million senior notes will be used to make
distributions to Clearwave, which in turn will distribute net
proceeds to Telesystem International Wireless Inc., and to
Clearwave's minority shareholders. Amounts received by TIW will be
sufficient to fully retire the remaining principal amount of $173
million on the company's 14% senior guaranteed notes due December
2003.

The ratings on Mobifon Holdings are analytically consolidated with
its 57.1%-owned operating subsidiary Mobifon S.A., its sole
holding. "The ratings reflect Mobifon's position as the leading
cellular operator in Romania, continuing subscriber and revenue
growth, high (more than 50%) EBITDA margins, and substantial free
cash flow after debt servicing at the operating company level,"
said Standard & Poor's credit analyst Joe Morin.

The ratings are supported by the strategic support from Vodafone
Europe B.V., which holds a 20% interest in Mobifon S.A., as well
as a reasonably stable economic and political environment in
Romania. These strengths are offset by relatively high leverage
for an operator in a developing country, substantial foreign
currency exposure given all of Mobifon's debt is denominated in
U.S. dollars, and the capital structure, whereby interest payments
on the Mobifon Holding's notes are dependent on dividends or other
shareholder distributions from Mobifon S.A.

Standard & Poor's expects that pro forma consolidated debt for
Mobifon will peak at about $543 million in 2003, consisting of the
$230 million Mobifon Holdings notes; and at the Mobifon S.A. level
a senior secured credit for up to $300 million and a capital lease
facility of $13 million. As at March 31, 2003, $271 million of the
$300 million senior secured credit facility was drawn, however,
Mobifon will likely fully draw down the facility in 2003 to fund
capital expenditures. The facility permits dividends to
shareholders after interest and principal repayments (principal
repayments begin in 2004), and provided Mobifon S.A is in
compliance with all financial covenants, including the maintenance
of a minimum cash balance equivalent to six-months debt servicing
on the senior secured credit facility. Estimated corporate
overhead and interest expense at Mobifon Holdings is about $32
million-$35 million, requiring minimum distributions from Mobifon
S.A. of $56 million-$60 million, with Mobifon Holdings receiving
57%-58% of distributions.

The ratings on Mobifon Holding's notes are notched two levels
below the Mobifon corporate credit rating, reflecting the
substantial amount of priority debt at the operating company,
Mobifon S.A., level.

The stable outlook for Mobifon reflects Standard & Poor's
expectation that Mobifon will maintain its leading market position
in Romania, as well as continue to grow its subscriber base
resulting in growth in revenues, EBITDA, and cash flows. The
outlook also assumes a relatively stable economic and political
environment for Romania.


MONSANTO CO.: Revamps Organizational Structure & Management Team
----------------------------------------------------------------
Hugh Grant, president and chief executive officer of Monsanto
Company (NYSE: MON), announced changes to the company's
organizational structure and the related management team.  Grant
said the new structure is designed to create focus and
accountability around his three near-term objectives: (1)
Providing sustainable, efficient cash generation from Monsanto's
chemistry businesses; (2) Optimizing income growth of the seeds
and traits businesses; and (3) Renewing the focus on biotechnology
acceptance.

"As we continue the process of transforming Monsanto from a
business based on chemistry to an agricultural global leader
focused largely on seeds and traits, it's imperative that our
business structure reflects the realities of how our business is
changing," Grant said.  Grant reiterated that he expects the gross
profit generated from the company's seeds and traits business to
surpass that generated by its Roundup herbicide franchise for the
first time in 2003.

In order to optimize the cost structure as the company's business
models are redefined, Grant said the commercial accountability for
the company's business will be focused under two geographic
leaders.

Effective immediately, Brett D. Begemann and Carl M. Casale will
lead all of Monsanto's commercial operations in their respective
geographies.  As International Commercial Lead, Begemann will be
responsible for redesigning the company's business models in
specific countries to optimize the cash-generating capabilities of
the chemistry business and the growth potential of seeds and
traits.

Casale will lead Monsanto's North and Central American businesses
with a focus on executing the post-patent strategy for Roundup
herbicide in the United States, and driving growth in the seeds,
traits and animal agriculture businesses.  Both Begemann and
Casale have been elected by Monsanto's board of directors as
executive vice presidents of the company.

"I believe this management team and structure will help us advance
the market and technology leadership edge we have built, while
positioning us to take even greater advantage of the opportunities
that will unfold as we continue our transformation," Grant said.

The board also elected Gerald A. Steiner and Mark J. Leidy as
executive vice presidents of Monsanto.  In the new post of
Commercial Acceptance Lead, Steiner will redefine the company's
biotechnology acceptance goals and strategy to improve Monsanto's
global market acceptance for biotechnology and support the product
pipeline.  Leidy will continue to lead the global manufacturing
organization, with a focus on producing quality products while
leveraging the company's manufacturing cost position.

Cheryl P. Morley was elected by the board as a senior vice
president of the company.  She will work with Grant to develop the
company's longer-term strategy in her new role.

In addition, Terrell K. Crews, executive vice president and chief
financial officer, will take on additional operational duties.
Grant said the roles of other members of Monsanto's executive
management team will remain unchanged, including: Robert T.
Fraley, Ph.D., executive vice president and chief technology
officer; Charles W. Burson, executive vice president, secretary
and general counsel; and John M. Murabito, senior vice president,
human resources.

"I have confidence that this management team will act with urgency
to organize their respective teams and complete the transformation
of Monsanto," Grant said.  "The team fully understands our
objectives, including the near-term objective of delivering on our
2003 earnings commitments."

Monsanto Company (NYSE:  MON) is a leading global provider of
technology-based solutions and agricultural products that improve
farm productivity and food quality.

                         *    *    *

As previously reported, Monsanto Company undertook a 10-year $200
million public debt offering, as a continuation of its debt
restructuring plan. The proceeds of the offering was used to pay
down short-term borrowings.

In the six-month period ending June 30, 2002, Monsanto reported a
$1.5 billion net loss on $2.7 billion of sales.  Sales in the
second quarter of 2002 trailed sales in the comparable 2001
quarter by a half-billion dollars.  Monsanto's June 30 Balance
Sheet shows adequate liquidity and significant shareholder equity.


MOVING BYTES: Reaches Settlement in Karwat Arbitration Matter
-------------------------------------------------------------
Moving Bytes Inc. (OTCBB: MBYTF), a Canada Business Corporation
Act company, has reached a settlement in the Karwat arbitration
matter on behalf of itself and its wholly owned subsidiary Moving
Bytes, Inc., a Nevada corporation.

"We are pleased that both sides were able to find a compromise in
the Karwat arbitration matter that management believes will
provide the company with the ability to meet its obligations to
its customers and suppliers without reorganizing the company or
seeking protection from its creditors," stated company President
Mark Smith. "Mr. Karwat prevailed on only the claim that he was
not terminated for cause and was awarded an amount equal to that
which he was due under his employment contract at the time of his
termination. The company and its officers were successful in
defending against all of the other claims Mr. Karwat made against
the company and its officers."

On May 12, 2003, the Company received the final Arbitration Award
related to the termination of Joseph Karwat in the amount of
$287,500, including an award of $191,500 for breach of contract,
$96,000 in legal fees and costs, expenses and interest. Under the
terms of the settlement, the company has agreed to pay Karwat
$292,953.63 as follows: an initial payment of $50,000, an
additional $30,000 in ninety days and monthly installment payments
of $12,304.57 for eighteen months beginning July 16, 2003. The
company's obligations are secured by a security interest granted
in the Company's and its subsidiary's assets. The settlement
agreement provides for accelerated payment of the obligation under
certain circumstances, including the sale of certain assets or
receipt of funds other than in the ordinary course of its
operations.

The Company plans to vigorously pursue all of its rights against
its insurance carrier for bad faith denial of the coverage of the
arbitration award and it will seek both compensatory and punitive
damages.

Moving Bytes is a web-based provider of document processing and
business communications solutions, to businesses worldwide. For
more information, visit http://www.movingbytes.com


NATIONAL CENTURY: Court Allows Medshares Claim Sale for $6.75MM
---------------------------------------------------------------
The National Century Debtors obtained permission from the Court to
sell Medshares Claim to Mr. Todd J. Garamella under the terms of
the Transfer Agreement, or any other purchaser as is selected
pursuant to the Competitive Bidding Procedures.

The salient terms of the Transfer Agreement are:

A. Sale of the Medshares Claim

    The Debtors will irrevocably transfer to Mr. Garamella:

    (1) all of their right, title and interest in and to,
        arising under or in connection with the Medshares Claim;

    (2) all rights to receive any cash, securities, instruments,
        interest, fees, expenses, damages, penalties or other
        amounts with respect to the Medshares Claim;

    (3) any and all proceeds of any of the foregoing; and

    (4) all collateral, liens, security interests, pledge
        agreements and other rights related to the Medshares
        Claim.

B. Purchase Price

    The purchase price for the Medshares Claim will be:

    (1) $6,750,000 in cash or other immediately available funds,
        which will be paid pursuant to terms set forth in the
        Escrow Agreement;

    (2) an amount equal to 50% of collections exceeding
        $28,000,000 plus the amount paid in settlement of
        unsecured claims in the Medshares Cases -- the Threshold
        Amount -- received by Medshares for accounts receivable
        generated by, owned by or owing to Medshares as of the
        closing date of the Escrow Agreement -- the Accounts
        Receivable Portion; and

    (3) an amount equal to 25% of the difference between
        $7,000,000 and the amount actually paid by Medshares to
        fully resolve and settle the claim of the Internal
        Revenue Service against Medshares, if this settlement
        amount is less than $7,000,000.

C. No Assignment of Prepetition Claims

    Mr. Garamella will have no rights to the Prepetition Claims.

D. Purchase Price Adjustments

    The Debtors will make immediate proportional restitution and
    repayment of the Purchase Price to the extent that the
    Medshares Claim is disallowed, reduced or subordinated due
    to no fault of Mr. Garamella in whole or in part to an
    amount less than $70,000,000 -- a Disallowance.

E. Free and Clear Sale

    The Debtors will transfer the Medshares Claim to Mr.
    Garamella free and clear of any and all liens, claims,
    security interests or encumbrances of any kind or nature
    whatsoever.

F. Closing

    Closing of the transfer of the Medshares Claim will occur
    not later than three business days after the execution of
    the letter of intent for Intrepid to purchase the Medshares
    assets and the filing by Medshares of a motion to establish
    bidding procedures for their claim.

G. Covenants of the Debtors

    The Debtors agree that:

    (1) they will make all filings and take all actions, at
        their expense, required to consummate the assignment of
        the Medshares Claim to Mr. Garamella;

    (2) they will forward all notices with respect to the
        Medshares Claim to Mr. Garamella;

    (3) after the Closing Date, any distribution received by the
        Debtors on account of the Medshares Claim will
        constitute property of Mr. Garamella, and the Debtors
        will hold the property in trust and will promptly
        transfer and deliver to Mr. Garamella; and

    (4) as of the Closing Date, the Debtors will request the
        resignation of any members of Medshares' board of
        directors previously designated by the Debtors, and the
        Debtors will cooperate with Mr. Garamella in the
        designation by Mr. Garamella of replacement Board
        members. (National Century Bankruptcy News, Issue No. 18;
        Bankruptcy Creditors' Service, Inc., 609/392-0900)


NATIONAL ENERGY: Sets Annual Shareholders' Meeting for July 10
--------------------------------------------------------------
The annual meeting of shareholders of National Energy Group, Inc.,
a Delaware corporation, will be held at the University
Amphitheater, Holiday Inn Select-Dallas Central, 10650 North
Central Expressway, Dallas, Texas 75231 at 9:00 a.m., Central
Time, on Thursday, July 10, 2003, to consider and vote on the
following matters:

         1. To elect five members of the Board of Directors of the
            Company to hold office until the next annual meeting
            of shareholders or until their successors have been
            duly elected and qualified;

         2. To amend the Company's Restated Certificate of
            Incorporation to enable the Company's Board of
            Directors to approve the transfer of equity interests
            which would otherwise be restricted by the Certificate
            of Incorporation prior to the adoption of the
            amendment;

         3. To consider and vote upon a proposal to ratify the
            selection of KPMG LLP as the Company's independent
            auditors for the current fiscal year ending
            December 31, 2003; and

         4. To transact such other business as may properly come
            before the meeting or any adjournments.

The Board of Directors has fixed the close of business on May 27,
2003 as the record date for determination of those shareholders
entitled to vote, and only shareholders of record at the close of
business on that date will be entitled to notice of and to vote at
the meeting.

                         *     *    *

National Energy Group's March 31, 2003 balance sheet shows a
working capital deficit of about $2.3 million, and a total
shareholders' equity deficit of about $70 million.

National Energy Group, Inc., was incorporated under the laws of
the State of Delaware on November 20, 1990. Effective June 11,
1991, Big Piney Oil and Gas Company and VP Oil, Inc. merged with
and into the Company. On August 29, 1996, Alexander Energy
Corporation was merged with and into a wholly-owned subsidiary of
the Company, which subsidiary was merged with and into the Company
on December 31, 1996.

On February 11, 1999, the United States Bankruptcy Court for the
Northern District of Texas, Dallas Division entered an involuntary
petition placing the Company under protection of the Bankruptcy
Court pursuant to Title 11, Chapter 11 of the United States
Bankruptcy Code. On July 24, 2000, the Bankruptcy Court entered a
subsequent order confirming a Plan of Reorganization jointly
proposed by the Company and the official committee of unsecured
creditors, which Plan of Reorganization became effective on
August 4, 2000. The Bankruptcy Court issued a final decree closing
the case effective December 13, 2001. Accordingly, the Company has
effectively settled all matters relating to the Bankruptcy
Proceeding.

As mandated by the Plan of Reorganization and the Bankruptcy
Court, NEG Holding LLC, a Delaware limited liability company, was
formed in August 2000. In exchange for an initial 50% membership
interest in Holding LLC, on September 12, 2001, but effective as
of May 1, 2001, the Company contributed to Holding LLC all of its
operating assets and oil and natural gas properties excluding cash
of $4.3 million. In exchange for its initial 50% membership
interest in Holding LLC, Gascon Partners, an affiliate of the
Company's largest stockholder, contributed its sole membership
interest in Shana National LLC, an oil and natural gas producing
company, and cash, including a $10.9 million Revolving Note issued
to Arnos Corp., an affiliate of the Company's largest stockholder,
evidencing the borrowings under the Company's revolving credit
facility. In connection with the foregoing, Holding LLC initially
owns 100% of the membership interest in NEG Operating LLC, a
Delaware limited liability company. All of the oil and natural gas
assets contributed by the Company and all of the oil and natural
gas assets associated with Gascon's contribution to Holding LLC
were transferred from Holding LLC to Operating LLC on
September 12, 2001, effective as of May 1, 2001.

The assets contributed by the Company to Holding LLC were current
assets of $11.5 million, net oil and natural gas assets of $85.0
million and other assets of $4.8 million. The liabilities assumed
by Holding LLC were current liabilities of $4.2 million,
intercompany payable to Gascon of $4.8 million and long-term
liabilities of $1.0 million.

The Holding LLC Operating Agreement entered into on September 12,
2001, contains a provision that allows Gascon at any time, in its
sole discretion, to redeem the Company's membership interest in
Holding LLC at a price equal to the fair market value of such
interest determined as if Holding LLC had sold all of its assets
for fair market value and liquidated. Since all of the Company's
operating assets and oil and natural gas properties have been
contributed to Holding LLC, as noted above, following such a
redemption, the Company's principal assets would consist solely of
its cash balances. In the event that such redemption right is
exercised by Gascon, the Company may be obligated to use the
proceeds that it would receive for its redeemed membership
interest to pay outstanding indebtedness and operating expenses
before the distribution of any portion of such proceeds to the
Company's stockholders. Following the payment of the Company's
indebtedness (currently held by entities owned or controlled by
Carl C. Icahn) and its operating expenses, there is a substantial
risk that there will be no proceeds remaining for distribution to
the Company's stockholders.

As a result of the foregoing transactions and as mandated by the
Plan of Reorganization effective September 12, 2001, the Company's
principal assets were its remaining cash balances, accounts
receivable from affiliates, deferred tax asset, and its initial
50% membership interest in Holding LLC, and its principal
liabilities were the $10.9 million outstanding under its existing
$100 million revolving credit facility with Arnos and its 10 3/4%
Senior Notes and long-term interest payable on Senior Notes. None
of the Company's employees were transferred to Holding LLC or
Operating LLC.

On March 26 2003, NEG Holding LLC distributed the $10.9 million
note outstanding under the Company's revolving credit facility, as
a priority distribution to the Company thereby canceling the note.
Also, on March 26, 2003 the Company, Arnos and Operating LLC
entered into an agreement to assign the credit facility to
Operating LLC.

As a result of the terms and conditions of the various agreements
related to the repayment of the Company's indebtedness and
repayment of the priority distribution amounts and the guaranteed
payments (plus accrued interest thereon) to Gascon, there is a
substantial risk that there will be no amounts remaining for
distribution to the Company's stockholders.

The Company remains highly leveraged after confirmation of the
Plan of Reorganization.


NATIONSLINK FUNDING: Fitch Affirms BB-/B Class G, H Note Ratings
----------------------------------------------------------------
NationsLink Funding Corporation Commercial Mortgage Pass-Through
Certificates, Series 1999-1, $77.1 million class A-1, $659.7
million class A-2, and the interest-only class X are affirmed at
'AAA' by Fitch Ratings. In addition, the following classes are
also affirmed: the $64.2 million class B at 'AA+', the $61.1
million class C at 'A+', the $67.2 million class D at 'BBB+', the
$9.2 million class G at 'BB-', and the $30.5 million class H at
'B'. Fitch does not rate the $33.6 million class E, $51.9 million
class F, $15.3 million class J, or the $28.9 million class K
certificates. The rating affirmations follow Fitch's annual review
of the transaction, which closed in August 1999.

The rating affirmations reflect the consistent loan performance
and minimal reduction of the pool collateral balance since
closing.

ORIX Capital Markets, LLC, the master servicer, collected year-end
2002 financials for 54% of the pool balance as of May 2003. Based
on the information provided the resulting YE 2002 weighted average
debt service coverage ratio (DSCR) is 1.72 times compared to 1.58x
at issuance for the same loans.

Currently, four loans (2%) are in special servicing. The largest
loan is secured by a hotel property in Pacific Grove, CA and is
90+ days delinquent. The loan transferred to special servicing in
November 2002 due to a payment default and the borrower filed for
bankruptcy in February 2003. The next largest specially serviced
loan is secured by an industrial property in Sunnyvale, CA and is
currently in the process of foreclosure. Seven loans (2%) reported
YE 2002 DSCR's below 1.00x. One of the loans (0.5%), Pilgrim Manor
Nursing Home, is located in Bossier City, LA and is current but on
the master servicer watchlist. The decline in performance is
attributed to low occupancy at the property caused by increased
competition from newer facilities in the area as well as a
significant increase in liability insurance expense.

Fitch will continue to monitor this transaction, as surveillance
is ongoing.


NATIONSRENT INC: Seeking Protective Order on UBS Discovery
----------------------------------------------------------
NationsRent Inc., and its debtor-affiliates engaged UBS Warburg
LLC to provide investment banking services.  Pursuant to an
engagement letter dated September 12, 2002, as modified, UBS
Warburg received a $175,000 upfront fee.

The Engagement Letter also provides that upon the occurrence of a
"Transaction", UBS Warburg is entitled to a receive a "Transaction
Fee" equal to the greater of $1,000,000 or an amount to be
determined based on a formula that includes, among other things,
the value of the Transaction.

Under the Engagement Letter, a Transaction includes:

    (a) any merger, consolidation, reorganization or other
        business combination under which the Debtors' business is
        combined with that of the Transaction Party; or

    (b) the sale, transfer or other disposition of 50% or more of
        the capital stock or assets of the Debtors by way of
        tender or exchange offer, option, negotiated purchase,
        leveraged buyout, minority investment or partnership,
        joint or collaborative venture or otherwise;

The "Transaction" does not include a reorganization or
recapitalization of the Debtors wherein the Debtors' creditors and
other parties-in-interest surrender their debt and equity claims
against the Debtors in exchange for new debt or equity claims as
reorganized without a material new investment by any third party,
creditor or other party-in-interest.

On June 13, 2003, the Debtors announced their emergence from
Chapter 11.

Although no Transaction Fee is due, UBS Warburg filed a First and
Final Fee Application for Allowance of Compensation for
Professional Services Rendered and for Reimbursement of Expenses
Incurred from September 9, 2002 through March 24, 2003.  In the
Fee Application, UBS Warburg sought a Transaction Fee.

The Debtors believe that UBS Warburg's Fee Application relate to a
transaction that they have since modified.  Thus, the Fee
Application was untimely.  While a new Transaction just closed,
the Debtors note that UBS Warburg has not filed a new fee
application based on that Transaction nor has it amended its
pending application.  Accordingly, the Debtors objected to the
Application.

In response, UBS Warburg served on the Debtors a set of discovery
requests consisting of 17 interrogatories, 32 document requests
and 22 requests for admissions.  During the first week of June,
the Debtors' counsel telephoned UBS Warburg's counsel and
requested an extension of time to respond to the written
discovery.  The Debtors' counsel also proposed to narrow the
discovery.  The Debtors note that UBS Warburg's Discovery Requests
are overly broad and responding to them would be unduly
burdensome.

However, UBS Warburg refused to grant an extension and narrow the
discovery.

By this motion, the Debtors ask the Court for a protective order
providing that they do not have to respond to UBS Warburg's
interrogatories, document requests and request for admissions.

In the alternative, the Debtors ask Judge Walsh to provide that
they will have 30 days after (i) the consummation of a transaction
giving rise to a transaction fee and (ii) UBS Warburg has amended
its fee application to respond to the Discovery Requests.
(NationsRent Bankruptcy News, Issue No. 33; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


NEW WORLD RESTAURANT: Enters Standstill Pact with Noteholders
-------------------------------------------------------------
New World Restaurant Group, Inc. (OTC: NWCI.PK) has entered into a
30-day standstill agreement with the holders of approximately $113
million, or 80%, of the company's senior secured increasing rate
notes due 2003, while continuing to actively pursue the
refinancing of its debt as well as the rationalization of its
capital structure. Under this initial accord, holders of those
notes have agreed not to take any action to enforce any of their
rights and remedies against New World until July 15, 2003, as a
result of the company's failure to repay the notes. Concurrently,
the company entered into a 30-day standstill agreement with its
senior lender.

The company advised that it intends to use the time afforded under
the standstill agreements to consummate the refinance of its
existing indebtedness, including its senior secured increasing
rate notes. In addition, as previously reported, the company
continues to pursue the rationalization of its equity structure.
New World noted, however, that there can be no assurance that it
will be successful in refinancing its indebtedness, in which event
the company will explore all available financing alternatives.

New World further advised that it intends to offer all holders of
its increasing rate notes the opportunity to become parties to the
standstill agreement.

As reported in Troubled Company Reporter's Wednesday Edition,
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.


NRG ENERGY: First Creditors' Meeting Scheduled for Monday
---------------------------------------------------------
The United States Trustee for Region II has called for a meeting
of NRG Energy, Inc., and its debtor-affiliates' Creditors pursuant
to 11 U.S.C. Sec. 341(a) to be held on June 23, 2003 at 3:00 p.m.
at the Office of the U.S. Trustee, 80 Broad Street, 2nd Floor, New
York.  All creditors are invited, but not required, to attend.
This Official Meeting of Creditors offers the one opportunity in a
bankruptcy proceeding for creditors to question a responsible
office of the Debtor under oath. (NRG Energy Bankruptcy News,
Issue No. 4; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ODYSSEY MARINE: Ferlita Walsh Expresses Going Concern Doubt
-----------------------------------------------------------
Odyssey Marine Exploration, Inc. is engaged in the
archaeologically sensitive exploration and recovery of deep-water
shipwrecks throughout the world.  It employs advanced state-of-
the-art technology including side scan sonar, remotely operated
vehicles, or ROVs, and other advanced technology, which enables
the Company to locate and recover shipwrecks at depths that were
previously unreachable in an economically feasible manner.  This
technology, coupled with Odyssey's years of research into
shipwrecks that may have carried intrinsically valuable cargoes,
provides the basis on which management intends to build a company
that plans to become the leader in this new industry.

Although management believes the majority of anticipated revenue
will be generated through the sales of intrinsically valuable
cargoes, the Company also plans to produce revenue from collateral
activities including marketing shipwreck merchandise, expedition
sponsorships, sale of intellectual property rights, adventure
tourism, archaeological services, traveling exhibits and operation
of themed attractions.

Cited in the April 22, 2003, Auditors Report of Ferlita, Walsh &
Gonzalez, P.A., of Tampa, Florida, concerning the financial
condition of Odyssey, the auditors wrote, in part: "[T]he Company
has incurred net losses of $9,865,302 since inception, and will
not generate revenue until it is successful at locating one or
more of it's target shipwrecks and bringing the find to sale or
otherwise generating revenue. These conditions raise substantial
doubt about its ability to continue as a going concern."

While the Company recognized no revenues for the fiscal year ended
February 28, 2003, total operating expenses were $1,284,451,
general and administrative expenses were $1,336,486, other income
was $28,181 and net loss for the fiscal year was $2,592,756.


PACIFIC GAS: Reaches Proposed Settlement Agreement with CPUC
------------------------------------------------------------
U.S. Bankruptcy Judge Randall J. Newsome announced yesterday that
a proposed settlement agreement has been reached by the staff of
the California Public Utilities Commission and Pacific Gas and
Electric Company to end PG&E's bankruptcy.

Judge Newsome announced the settlement at a press conference held
jointly with representatives of the CPUC, PG&E, and the Official
Committee of Unsecured Creditors. "The settlement is a good one,"
said Judge Newsome, who called it "very much in the public
interest." Judge Newsome added that the judicially-sponsored
settlement is designed to serve the best interests of consumers,
the state, and the environment.

"I'd like to compliment the judge for bringing the parties
together and getting them to this point, where PG&E has agreed not
to disaggregate," CPUC President Michael R. Peevey said in a
statement concerning the announcement. "The Commission will now
study the settlement agreement diligently during a rigorous review
and public hearing process that will begin as soon as possible."

The settlement agreement's highlights include the following:

-- PG&E will abandon its effort to divide the utility into four
   parts, with three of them under federal control. Instead, the
   utility will remain intact under CPUC regulation.

-- The CPUC staff projects that rates will come down starting
   January 1, 2004, by approximately $350 million per year. Rates
   are projected to come down by about half a cent (from their
   current 13.87 cents/kwh) on January 1, 2004, and continue
   falling to about 12.8 cents by 2008.

-- PG&E will dedicate 140,000 acres of watershed lands, valued at
   approximately $300 million, to maintain its hydroelectric
   operations and to be used in perpetuity for public purposes.
   PG&E will establish a non-profit corporation to oversee the
   lands and the environmental enhancements, and fund the
   corporation with $70 million.

-- A $15 million venture capital fund will be established to
   foster and promote new, clean energy technologies.

-- Creditors will be paid in full.

-- The settlement will end the litigation and allow the parties to
   move ahead. It would allow PG&E to emerge from bankruptcy as an
   investment-grade, credit-worthy operating company that will
   stay intact under state control, enhancing the State's ability
   to manage California energy policy.

"The parties recognize that reliable electric and gas service is
of the utmost importance to the safety, health and welfare of
California's citizenry and economy," the settlement agreement
states.

PG&E filed for bankruptcy protection on April 6, 2001. The company
submitted its original plan of reorganization in September 2001,
and the CPUC filed its alternative plan in April 2002. A trial on
the competing plans before U.S. Bankruptcy Court Judge Dennis
Montali began on November 18, 2002. On March 5, 2003, Judge
Montali ordered the parties to hold settlement meetings beginning
March 10 under the supervision of Judge Newsome. Those talks
resulted in today's agreement.

The settlement agreement is subject to two independent processes
of review -- one by the CPUC, and one by the Bankruptcy Court. The
CPUC will review the agreement in a formal hearing process to be
conducted over the next three to five months before a vote is
taken by the Commission on whether to adopt it. As for the
Bankruptcy Court, the parties' agreed-upon bankruptcy timeline is
as follows: PG&E will file the agreed-upon plan of reorganization
and accompanying disclosure statement by the end of June. The
parties will request that Judge Montali hold a hearing on the
disclosure statement in late July, and after creditors have an
opportunity to vote on the plan, to hold a confirmation hearing in
late October.

Full text of the proposed settlement is already available at
http://www.solem.com/cpucpgesettlement.pdf

Statement by U.S. Bankruptcy Judge Randall J. Newsome follows:

"Thank you all for coming here [Thurs]day. With me [Thurs]day are
the lawyers representing three of the parties in this case.
Representing the California Public Utilities Commission are Alan
Kornberg from the New York firm of Paul, Weiss, Rifkind, Wharton &
Garrison, and Paul Clanon, Director of the CPUC's Energy Division.
Representing PG&E are James Lopes from the San Francisco firm of
Howard, Rice, Nemerovski, Canady, Falk & Rabkin, and Joseph Malkin
from the San Francisco firm of Orrick, Herrington & Sutcliffe.
Representing the Official Committee of Unsecured Creditors is Paul
Aronzon of the Los Angeles office of Milbank, Tweed, Hadley &
McCloy. Mr. Clanon will speak about the details of the agreement,
then Mr. Malkin will speak for PG&E, then Mr. Aronzon will speak
for the creditors, and then we'll take your questions.

"In early March, Bankruptcy Judge Dennis Montali, the judge
assigned to the PG&E Chapter 11 case, asked me to explore the
possibility of conducting a judicially supervised settlement
conference. At that time the parties were mired in litigation over
competing Chapter 11 plans. The hearing on confirmation of the
plans had already extended nearly four months, and it is no
exaggeration to suggest they might have lasted at least another 6
months. Appeals from Judge Montali's decision were a near
certainty, and the ultimate resolution of PG&E's business
restructuring might not have been reached for several more years.
Everyone recognized that further delay in resolving this case
almost surely would have devastating consequences not only for
PG&E, but also for the health, safety and welfare of the citizens
of California. Yet both sides were dug into their positions, and I
think it's fair to say that neither side held out much hope for
achieving a settlement.

After the most difficult settlement negotiations I've ever
overseen during my 21 years as a bankruptcy judge, I am pleased to
report that the staffs of the CPUC and PG&E have reached a
proposed settlement. Neither side is completely happy with the
agreement that was forged, and certainly neither side got all of
what it wanted. But both sides recognize that they had few
choices, and they were all bad; that this agreement was the best
they would get now or ever, and that it is far better for the
company and the State of California than the unthinkable
consequence of careening forward with their destructive
litigation. Sometimes it looked like they'd never get here, but
get here they did. The fact that no one is entirely happy with the
agreement is a sure sign that the settlement is a good one.

"This settlement marks a significant turning point not only in
California's energy crisis, but in the relationship of these
parties as well. The settlement establishes a new plan of
reorganization for the utility that allows it to emerge from
bankruptcy, intact, subject to continued state regulation. There
are still steps to take, including an extensive public hearing
process and vote by the Public Utilities Commission, approval by
the PG&E Board of Directors, and hearings and approval by the
Bankruptcy Court. But this settlement is a huge step in the right
direction and very much in the public interest.

"The agreement contains environmental enhancements, establishes an
incubator for clean energy technology, lowers electricity rates,
and stabilizes the heretofore combative relations between the
parties. Without this agreement, PG&E faced a precarious future of
uncertainty due to litigation and appeals, with troubling
consequences for our state. Now, the utility can regain financial
soundness with a new capital structure and a stable regulatory
environment. In my considered opinion, [Thurs]day's settlement
agreement is a fair deal for both sides and of great benefit for
all Californians.

"What transpired in negotiations remains confidential. The parties
can answer questions about the proposed settlement plan, but not
about how we got here [Thurs]day.

"I will continue to work with all parties to the PG&E bankruptcy
towards the goal of resolving all further objections and obstacles
to the company's reorganization."


PETROLEUM GEO-SERVICES: Reaches Financial Restructuring Pact
------------------------------------------------------------
Petroleum Geo-Services ASA (OSE:PGS) (Pink Sheets:PGOGY) has
achieved agreement in principle on the terms for a proposed
financial restructuring with a majority of both its banks and
bondholders and a substantial group of its largest shareholders.
The parties to the agreement in principle have signed binding
agreements to support the Restructuring on the proposed terms,
subject to conclusion of definitive agreements and documentation
and the satisfaction of certain specified conditions. A summary of
this agreement follows:

-- An agreement in principle on the terms for a proposed financial
   restructuring has been achieved with 54% of PGS's banks and
   bondholders and a 20% group of its largest shareholders

-- The proposed agreement involves a rightsizing of the Company's
   debt to a sustainable level -- from approximately US$2.5
   billion to approximately US$1.2 billion

-- Rightsizing of the debt is achieved through conversion of the
   existing bank and bond debt into new debt and a majority of
   PGS's post-restructuring equity

-- Existing shareholders would be given 4% of PGS's post-
   restructuring equity and the right to acquire shares on fixed
   terms to reach 34% of the equity, subject to underwriting
   arrangements as detailed below

-- Holders of PGS Trust I Trust Preferreds would be given 5% of
   PGS's post-restructuring equity

-- Based on this pre-negotiated agreement in principle, the
   Company is likely to use a U.S. Chapter 11 procedure, at the
   Petroleum Geo-Services ASA (parent company) level, as the most
   effective mechanism to carry out the Restructuring

-- The Restructuring and proposed implementation process would
   allow PGS operating subsidiaries to continue full operations,
   leaving current and future customers, lessors, vendors,
   employees and subsidiary creditors unaffected

                    BASIS OF THE RESTRUCTURING

The terms of the Restructuring have been designed to:

-- maximize recovery to stakeholders by maintaining the value of
   the combined PGS group

-- provide a solid capital structure that supports a competitive
   and industry-leading business

-- give the Company a capital structure that is aligned with its
   projected future cash flows

-- offer creditors some flexibility in choosing the components of
   their recovery

-- allow existing PGS shareholders to retain an ongoing economic
   interest in the business

The proposed Restructuring is based in part on a business plan for
the present PGS product lines, which is summarized in Annex A. The
Company now manages its businesses to maximize cash flow. This
change in focus, together with a comprehensive cost reduction
program, have been instrumental in achieving the agreement in
principle. The Company's balance sheet and equity position post-
restructuring, combined with its current operational performance,
will provide a strong basis for its future operations.

Recovery to PGS stakeholders would be maximized in the proposed
Restructuring, through a balanced ownership structure representing
both present creditors and shareholders. Post-restructuring, PGS's
banks and bondholders would own 61% of the Company's shares and
holders of the US$144.75 million of PGS Trust I Trust Preferred
securities would own 5%. PGS's existing shareholders would own 34%
of the Company shares, which includes an acquisition of 30% of the
total post-restructuring shares, that would otherwise have been
allocated to the banks and bondholders, for US$85 million.

The practical implementation of the proposed Restructuring would
most likely be through a court supervised reorganization plan, at
the Petroleum Geo-Services ASA (parent company) level, pursuant to
Chapter 11 of the U.S. Bankruptcy Code. It is intended that none
of the Company's subsidiaries would be involved in a Chapter 11
proceeding, unless necessary in the context of the overall
Restructuring. Therefore PGS's day-to-day business with current
and future customers, vendors and employees would remain intact
and claims from vendors, employees and other subsidiary creditors
would be unaffected by the Restructuring as presently
contemplated.

The proposed terms have been developed in discussions with PGS's
bank lenders and an ad hoc committee of PGS bondholders,
representing a combined 54% of PGS's US$2,140 million senior
unsecured pari passu creditors. In addition the proposed terms
have the support of a Trust Preferred holder, and the trustee for
the Trust Preferreds participated in the discussions regarding
these terms. The Company has also obtained support for the
Restructuring from shareholders representing 20% of PGS's ordinary
shares.

The parties to the agreement in principle have signed binding
agreements to support the Restructuring on the proposed terms,
subject to conclusion of definitive agreements and documentation
and the satisfaction of certain specified conditions. The binding
agreement signed by the parties provides for any bank debt, bonds
or shares sold by the parties to remain subject to the same
binding agreement to support the Restructuring. Furthermore, to
the extent any of these parties purchase additional bank debt,
bonds or shares they have agreed these will also be subject to the
binding agreement.

The Company intends for the Restructuring to be completed before
year-end 2003, subject to the satisfaction of a number of
conditions. The timetable is based on a Chapter 11 filing in July
2003, with subsequent court approval of disclosure materials and
creditor and shareholder approvals solicited thereafter. The
conditions to consummation of the Restructuring include, among
other things, the reaching of a final agreement between PGS, its
creditors and shareholders on the detailed terms of the
Restructuring, and the approval by these parties of the
Restructuring. While PGS is confident that such an agreement will
be reached, there can be no guarantee that such a final agreement
will be reached or consummated. In addition, the parties have
executed a side letter which would release the parties obligations
in regards to consummation of the Restructuring under certain
defined and limited circumstances.

                    TERMS OF THE RESTRUCTURING

PGS's US$2,140 million senior unsecured creditors, comprising
US$680 million of bank debt and US$1,460 million of bond debt,
would be entitled to select between two recovery packages in any
proportion (subject to limitations on over/under subscriptions
discussed below):

Package A

-- US$475 million in an 8-year unsecured senior term loan
   facility, interest at LIBOR + 1.15%, with US$35 million annual
   repayment in semi-annual installments followed by a final
   repayment of US$230 million at maturity ("Term Loan") if fully
   subscribed

Package B

-- US$350 million of 7-year 10% senior unsecured notes

-- US$250 million of 3-year 8% senior unsecured notes

-- 91% of PGS ordinary shares as constituted immediately post-
   restructuring after giving shares to the Trust Preferreds and
   current shareholders, as described below, reduced to 61% after
   PGS shareholders acquire 30% of the total post-restructuring
   shares for US$85 million

-- US$85 million of proceeds from the existing shareholders
   acquisition of 30% of PGS's post-restructuring shares

The Restructuring would include terms to provide for circumstances
in which Package A is under or oversubscribed. Oversubscription of
Package A would occur if more than US$680 million of Affected
Creditors elected for Package A, and undersubscription if less
than US$680 million elected for Package A.

If Package A were undersubscribed, the Term Loan would be reduced
and the amount of Senior A Notes issued would be increased by up
to US$400 million. If Package A were oversubscribed, the Term Loan
would be increased by up to US$712.5 million, while the Senior A
Notes and Senior B Notes would be reduced by specified amounts.

The new debt issued pursuant to Package A and/or Package B is
intended to contain customary covenants to be further negotiated
and agreed between the parties. In addition, Affected Creditors
would receive, upon completion of the Restructuring, a pro rata
share of the cash of the PGS group in excess of US$50 million at
the earlier of 31 October 2003 and the time of consummation of the
Restructuring. Affected Creditors would also receive a make whole
payment to reflect interest forgone if the Restructuring is
completed after 31 October 2003, and Package A holders would also
receive a percentage of further proceeds in respect to the sale of
Atlantis.

Affected Creditors receiving PGS ordinary shares in the
Restructuring would give 5% of PGS's post-restructuring shares to
the Trust Preferreds, provided that the Trust Preferreds vote in
favour of the Restructuring. This will be implemented through a
conversion of the claims of the Trust Preferreds into ordinary
shares.

Affected Creditors receiving PGS ordinary shares in the
Restructuring would give 4% of PGS's post-restructuring shares to
existing PGS shareholders, provided that existing shareholders
vote in favour of the Restructuring. In addition, and subject to
the terms of the underwriting to be provided (as described below),
existing PGS shareholders would be offered the right to acquire
such number of PGS shares that would increase the ownership of
such shareholders from 4% to 34%, of PGS's post-restructuring
shares for an aggregate consideration of US$85 million. PGS will
not receive any of the US$85 million in proceeds from the existing
shareholders acquisition of PGS post-restructuring shares.

The exercise of this right to acquire 30% of the post-
restructuring shares from the Affected Creditors would be
underwritten by the following significant existing PGS
shareholders -- Umoe AS (US$60 million), CGG (US$22 million) and
TS Industri Invest (US$3 million). These shareholders have agreed
to underwrite the entire US$85 million acquisition, subject to the
binding agreement signed by the parties. The underwriting
shareholders would receive the right to acquire a quarter of the
30% share acquisition in consideration for providing this
underwriting. PGS's existing shareholders would therefore have the
right to acquire their pro-rata share of the remaining three
quarters of the 30% share acquisition.

Creditors of the PGS group other than the Affected Creditors and
holders of the Trust Preferreds described above would not be
affected by the Restructuring and would therefore retain their
existing claims within the restructured entity upon completion of
the Restructuring. Unaffected creditors would include PGS trade
and subsidiary obligations, PGS Oslo Seismic Services Ltd. 8.28%
Secured Mortgage Notes, PGS capital and operating lease and UK
defeased lease obligations and PGS Multi Client Services
Securitised Preferred Securities.

The composition of the board of PGS will be structured such that
the Affected Creditors who select Package B will be entitled to
select a simple majority of the board members. Super-majority
(66-2/3%) of shareholders would be required to change board
composition for two years following completion of the
Restructuring. It is intended that Mr. Ulltveit-Moe will be
Chairman of the Board.

PGS intends to continue the listing of its ordinary shares on the
Oslo Stock Exchange and for its American Depository Shares to
continue trading on the U.S. over-the-counter market with a
listing in the U.S. as soon as practical after completion of the
Restructuring subject to relevant listing requirements. It is
intended that PGS new Seniors A and Senior B Notes will be rated
by the major credit rating agencies.

PGS would retain US$50 million of cash in the business post-
restructuring. In addition, the Company would have the right to
establish a US$70 million secured working capital facility.

UBS Limited and ABG Sundal Collier are acting as financial
advisers to PGS Group (as defined below).

Petroleum Geo-Services is a technologically focused oilfield
service company principally involved in geophysical and floating
production services. PGS provides a broad range of seismic- and
reservoir services, including acquisition, processing,
interpretation, and field evaluation. PGS owns and operates four
floating production, storage and offloading units (FPSO's). PGS
operates on a worldwide basis with headquarters in Oslo, Norway.
For more information on Petroleum Geo-Services visit
http://www.pgs.com

UBS Limited and ABG Sundal Collier are acting for PGS, PGS
Exploration (UK) Limited and PGS Production AS (the "PGS Group")
in connection with the Restructuring.


PETROLEUM GEO-SERVICES: CGG Supports Financial Workout Plan
-----------------------------------------------------------
As a significant shareholder of PGS since September 26th 2002 with
a 7.5% equity stake, CGG (NYSE: GGY; SRD: 12016) has given its
support to the financial restructuring plan presented Wednesday at
the Company's annual shareholders meeting in Oslo. This support is
materialized by the participation of CGG to the group of
"supporting shareholders" who have committed to jointly acquire
30% of the post-restructuring equity of PGS for a global amount of
$85 million (of which $22 million for CGG and $60 million for
UMOE). 75% of this 30% tranche will be proposed to the PGS
Shareholders pro-rata their share ownership, therefore potentially
reducing the amount guaranteed to the "supporting shareholders" to
a minimum 25% of this tranche (corresponding to $5.5 million for
CGG). Upon completion of this process anticipated by fall 2003,
CGG's stake in PGS will therefore be comprised between 2.7% and
8.1%.

The Compagnie Generale de Geophysique group is a global
participant in the oilfield services industry, providing a wide
range of seismic data acquisition processing and geoscience
services and software to clients in the oil and gas exploration
and production business. It is also a global manufacturer of
geophysical equipment.


PHILIP SERVICES: Brings-In Logan & Company as Noticing Agent
------------------------------------------------------------
Philip Services Corporation and its debtor-affiliates ask for
permission from the U.S. Bankruptcy Court for the Southern
District of Texas to retain and employ Logan & Company, Inc., as
Claims and Noticing Agent.

The Debtors believe that Logan is well qualified to serve in this
capacity and that Logan's retention is in the best interest of
Debtors and their bankruptcy estates. The Debtors chose Logan
based upon both its experience and the competitiveness of its
fees.

As Noticing Agent, Logan will:

     a. prepare and serve required notices in these chapter 11
        cases, including, without limitation:

        (1) the Section 341(a) Notice;

        (2) notice of the claims bar date;

        (3) notice of objections to claims;

        (4) notice of hearings on a disclosure statement and
            confirmation of a plan of reorganization; and

        (5) other miscellaneous notices to any entities, as the
            Debtors or the Court may deem necessary or
            appropriate for an orderly administration of these
            chapter 11 cases;

     b. within 5 business days after the mailing of a particular
        notice, file with the Clerk's Office a declaration of
        service that includes a copy of the notice involved, an
        alphabetical list of persons to whom the notice was
        served and the date and manner of service;

     c. maintain copies of all proofs of claim and proofs of
        interest filed;

     d. maintain official claims registers for each of the
        Debtors by docketing all proofs of claim and proofs of
        interest on claims registers including:

        1) the name and address of the claimant or interest
           holder and any agent thereof, if the proof of claim
           or proof of interest was filed by an agent;

        2) the date received;

        3) the claim number assigned;

        4) the asserted amount and classification of the claim;
           and

        5) the applicable Debtor against which the claim or
           interest is filed;

     e. implement necessary security measures to ensure the
        completeness and integrity of the claims registers;

     f. transmit to the Clerk's Office a copy of the claims
        registers on a weekly basis, unless requested by the
        Clerk's Office on a more or less frequent basis;

     g. maintain an up-to-date mailing list for all entities
        that have filed a proof of claim or proof of interest,
        which list shall be available free of charge upon
        request of a party in interest on the Limited Service
        List or the Clerk's Office and at the expense of any
        other party in interest upon the request of such party,
        and comply with all requests under for mailing labels
        duplicated from the mailing list;

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

     i. record all transfers of claims pursuant to Bankruptcy
        Rule 3001(e) and provide notice of such transfers as
        required by Bankruptcy Rule 3001(e);

     j. comply with applicable federal, state, municipal and
        local statutes, ordinances, rules, regulations, orders
        and other requirements;

     k. promptly comply with such further conditions and
        requirements as the Clerk's Office or Court may at any
        time prescribe;

     l. tabulate acceptances and/or rejections to any plan of
        reorganization and for liquidation filed by the Debtors;
        and

     m. provide such other claims processing, noticing, and
        related administrative services as may be required from
        time to time by the Debtors.

Logan's professional consulting hourly billing rates are:

          Principal (Kate Logan)                $250 per hour
          Account Executive Support             $165 per hour
          Court Depositions                     $300 per hour
          Statement and Schedule Preparation    $200 per hour
          Programming Support                   $100 per hour
          Project Coordinator                   $105 per hour
          Data Entry                            $ 55 per hour
          Clerical                              $ 35 per hour

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


PORTOLA PACKAGING: May 31 Net Capital Deficit Tops $25 Million
--------------------------------------------------------------
Portola Packaging, Inc. reported results for its third quarter of
fiscal 2003 ended May 31, 2003. Sales were $53.7 million compared
to $53.0 million for the same quarter of the prior year, an
increase of 1.3%. For the first nine months of fiscal year 2003,
sales were $156.8 million compared to $155.2 million for the first
nine months of fiscal year 2002, an increase of 1.0%. The Company
had operating income of $3.8 million for the third quarter of
fiscal 2003 compared to operating income of $5.2 million for the
third quarter of fiscal 2002. For the first nine months of fiscal
year 2003, the Company had operating income of $6.4 million
compared to operating income of $10.6 million for the first nine
months of fiscal year 2002.

The Company reported a net loss of $0.4 million for the third
quarter of fiscal 2003 compared to net income of $1.3 million for
the same period of fiscal year 2002 and a net loss of $2.8 million
for the first nine months of fiscal year 2003 compared to net
income of $0.2 million for the same period in fiscal 2002.

During the first nine months of fiscal 2003, the Company incurred
pretax restructuring charges of $0.4 million. Gross profit
decreased $2.5 million to $11.9 million for the third quarter of
fiscal 2003 compared to $14.4 million for the same quarter of the
prior year. For the first nine months of fiscal 2003, gross profit
was $33.0 million compared to $38.3 million for the first nine
months of fiscal 2002. As a percentage of sales, gross profit
decreased to 21.0% for the first nine months of fiscal 2003
compared to 24.7 % for the same period in fiscal 2002.

EBITDA decreased 15.5% to $8.7 million in the third quarter of
fiscal 2003 compared to $10.3 million in the third quarter of
fiscal 2002 and decreased 20.2% to $20.1 million for the first
nine months of fiscal 2003 from $25.2 million for the same period
in fiscal 2002. Adjusted EBITDA, which excludes the effect of
restructuring charges, warrant interest (income) expense and
(gains) losses on foreign exchange, decreased 17.5% to $8.5
million in the third quarter of fiscal 2003 compared to $10.3
million in the third quarter of 2002 and decreased 19.4% to $20.3
million for the first nine months of fiscal 2003 from $25.2
million for the same period in fiscal 2002.

At May 31, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $25 million.

Portola Packaging, Inc. is a leading designer, manufacturer and
marketer of tamper evident plastic closures used in dairy, fruit
juice, bottled water, sports drinks, institutional food products
and other non-carbonated beverage products. The Company also
produces a wide variety of plastic bottles for use in the dairy,
water and juice industries, including five-gallon polycarbonate
water bottles. In addition, the Company designs, manufactures and
markets capping equipment for use in high speed bottling, filling
and packaging production lines as well as manufactures and markets
customized five-gallon water capping and filling systems. The
Company is also engaged in the manufacture and sale of tooling and
molds used in the blow molding industry. For more information
about Portola Packaging, visit the Company's Web site at
http://www.portpack.com


READ-RITE CORP.: Voluntary Chapter 7 Case Summary
-------------------------------------------------
Debtor: Read-Rite Corp.
        44100 Osgood Rd.
        Fremont, California 94539

Bankruptcy Case No.: 03-43576

Type of Business: The Debtor is one of the world's leading
                  independent manufacturers of magnetic recording
                  heads, head gimbal assemblies and head stack
                  assemblies for disk drives and tape drives.

Chapter 7 Petition Date: June 17, 2003

Court: Northern District of California (Oakland)

Judge: Randall J. Newsome

Debtor's Counsel: Katherine D. Ray, Esq.
                  Goldberg, Stinnett, Meyers and Davis
                  44 Montgomery St. #2900
                  San Francisco, CA 94104
                  Tel: (415) 362-5045

Total Assets: $192,771,000 (as of March 30, 2003)

Total Debts: $179,661,000 (as of March 30, 2003)


ROHN INDUSTRIES: Nasdaq Schedules Delisting Hearing for June 26
---------------------------------------------------------------
ROHN Industries, Inc., (Nasdaq: ROHNE), a provider of
infrastructure equipment to the telecommunications industry,
received a Nasdaq Staff notice letter, dated June 12, 2003,
advising the Company that the Company is not in compliance with
the minimum bid price requirement as set forth in Marketplace Rule
4310(C)(4), and its securities are, therefore, subject to
delisting from The Nasdaq SmallCap Market. Nasdaq notified the
Company that this issue, together with the issue concerning the
Company's failure to timely file its Form 10-Q for the period
ended March 31, 2003, will be considered at the Company's
scheduled written hearing on Thursday, June 26, 2003.

The Company is a manufacturer and installer of telecommunications
infrastructure equipment for the wireless industry. Its products
are used in cellular, PCS, radio and television broadcast markets.
The Company's products include towers, poles, related accessories
and antennae mounts. The Company also provides design and
construction services. The Company has a manufacturing location in
Frankfort, IN along with offices in Peoria, IL and Mexico City,
Mexico.

                          *    *    *

As previously reported in Troubled Company Reporter, the Company
is experiencing significant liquidity and cash flow issues which
have made it difficult for the Company to meet its obligations to
its trade creditors in a timely fashion.  The Company expects to
continue to experience difficulty in meeting its future financial
obligations.

The Company continues to experience difficulty in obtaining bonds
required to secure a portion of anticipated new contracts. These
difficulties are attributable to the Company's continued financial
problems and an overall tightening of requirements in the bonding
marketplace.  The Company intends to continue to work with its
current bonding company to resolve its concerns and to explore
other opportunities for bonding.


SHELBOURNE PROPERTIES: Sells Grove City, Ohio Property for $4MM
---------------------------------------------------------------
Shelbourne Properties II, Inc. (Amex: HXE) and Shelbourne
Properties III, Inc. (Amex: HXF) announce that Tri-Columbus
Associates, a partnership in which Shelbourne Properties II, Inc.,
holds a 20.66% interest and Shelbourne Properties III, Inc. holds
a 79.34% interest, sold its property located in Grove City, Ohio
for a gross sales price of $4,090,000. After satisfying the debt
encumbering the property, closing adjustments and other closing
costs, net proceeds were approximately $375,000.

The Board of Directors and Shareholders of each of Shelbourne II
and Shelbourne III have previously approved a plan of liquidation
for Shelbourne II and Shelbourne III. As a result of the sale of
the Grove City property, the remaining properties owned by each of
Shelbourne II and Shelbourne III are as follows:

Shelbourne II -- a shopping center located in Matthews, North
Carolina, an office building located in Richmond, Virginia, a
20.66% interest in an industrial buildings in the Columbus, Ohio
area, and a 50% ownership interest in an office building located
in Seattle, Washington

Shelbourne III -- a shopping center located in Las Vegas, Nevada,
and a 79.34% interest in an industrial buildings in the Columbus,
Ohio area.

For additional information concerning the proposed liquidation
including information relating to the sale of the Grove City
property and the properties owned by Shelbourne II and Shelbourne
III please contact John Driscoll at (617) 570-4609 and for
information with respect to the outstanding shares of the
Shelbourne please contact Beverly Bergman at (617) 570-4607.


SLATER STEEL: Wants Court OK to Obtain $45 Million DIP Financing
----------------------------------------------------------------
Slater Steel U.S., Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for authority to
enter into a DIP Credit Agreement, in which case, Slater Steel,
Inc., an Ontario corporation, will obtain Postpetition Financing
from its DIP Lenders for an interim amount of CDN$26 million.

The Debtors relate that it entered into a prepetition revolving
credit facility from TD Securities, Scotia Capital and Bank One
Canada, as Arrangers; The Toronto-Dominion Bank, as Administration
Agent; Toronto Dominion (Texas) Inc., as U.S. Agent; the Bank of
Nova Scotia and Bank One Canada, as Co-Syndication Agents; The
Toronto-Dominion Bank, International Banking Facility, The Bank of
Nova Scotia Atlanta Agency and Bank One, Indiana, N.A., as U.S.
Lenders.

As of May 19, 2003, the total amount owing under the Prepetition
Credit Agreement was approximately CDN$170 million.  The Debtors
acknowledge that obligations under the Existing Credit Agreement
are secured by first lien security interests in substantially all
of the assets of SSI, Sorel Forge Inc., and Slater Fort Wayne.

Although the Debtors have considerable assets, immediate access to
credit under the DIP Facility is necessary to enhance their
liquidity and provide costumers, employees, vendors, suppliers and
other key constituencies with the confidence that the Debtors have
more than sufficient resources available to maintain their
operations in the ordinary course.  The Debtors point out that it
is essential for them to obtain postpetition financing to continue
their ordinary course, day-to-day operations, service their
customers, accomplish their strategic business restructuring goals
and effectuate their reorganization.  The failure t have this
liquidity at this time could cause the loss of cooperation or
patronage from customers, employees, vendors, suppliers and other
key constituencies and thereby impair the Debtors' ability to
maximize the value of their estates and reorganize successfully.

Without prompt access to the DIP Facility, the Debtors risk
significant harm to their businesses.  The availability of credit
under the DIP Facility is expected to instill confidence in the
Debtors' various stakeholders and encourage them to continue their
relationships with the Debtors, thereby facilitating a successful
chapter 11 reorganization.  The DIP Facility also will allow the
Debtors the flexibility to make strategic business decisions to
maximize the value of their estates.

The Debtors stress their immediate need to access postpetition
financing or face real and irreparable harm threatening their
ability to reorganize successfully.   Pending a Final DIP
Financing Hearing, the Debtors ask the Court to allow SSI to
obtain emergency postpetition loans not to exceed CDN$26 million.

All of the Debtors will guarantee repayment of post-petition
loans.

The DIP Facility consists of a senior revolving credit commitment
of up to CDN$45 million until the earlier of:

     a) December 1, 2003; or

     b) such earlier date upon which repayment is required due
        to an event of default.

In exchange for the Debtors' use of cash collateral and any other
prepetition collateral, as adequate protection, the Senior Lending
Syndicate will receive:

     i) a superpriority claim, as contemplated by Section 507(b)
        of the Bankruptcy Code, immediately junior to the claims
        under Section 364(c)(1) of the Bankruptcy Code;

    ii) a lien on the Debtors' assets, whether now owned or
        hereafter acquired, having a priority immediately junior
        to the liens to be granted in favor of DIP Lenders;

The Debtors will pay the Senior Lenders:

     i) a 1.0% annual Commitment Fee on every dollar not borrowed;

    ii) a 3.0% Structuring Fee;

   iii) a Quarterly Maintenance Fee of 0.10% of the maximum amount
        of the DIP Facility initially and increasing 0.10% with
        each successive payment of the Quarterly Maintenance
        Fee.

The Debtors further request the Court to schedule the Final
Hearing on June 22, 2003 to determine the Court's final approval
for the Debtors' Use of Cash Collateral.

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.


SR TELECOM: S&P Affirms B+ Ratings Due to Poor Q1 Performance
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' long-term
corporate credit and senior unsecured debt ratings on SR Telecom
Inc. At the same time, the outlook was revised to negative from
stable due to weak first-quarter results.

The ratings on Montreal, Que-based SR Telecom, a manufacturer of
point-to-multipoint fixed wireless access telecommunication
equipment, reflect the company's strong position in this market
and the extent of its customer and geographic diversity. This is
offset by the company's limited near-term financial flexibility,
its reliance on the successful rollout of its new products to
restore profitability growth, and ongoing exposure to emerging
markets and prolonged economic weakness in South America, which
continues to negatively affect SR Telecom's Chilean subsidiary.

"The deterioration of SR Telecom's financial performance in the
first quarter of 2003 was exacerbated by the impact of the
conflict in Iraq, which caused delays in shipments and the
suspension of contracts in progress due to the repatriation of
staff in the region," said Standard & Poor's credit analyst
Michelle Aubin.

The acquisition of Netro Corp., which is expected to close in the
third quarter of 2003, is neutral to the ratings. The transaction
is deemed to have little impact on the company's financial profile
in the near term, and the acquisition of the AirStar and Angel
platforms broadens SR Telecom's product portfolio.

Revenues for the quarter ended March 30, 2003, decreased by
42% to C$29.6 million from C$50.8 million the previous quarter,
and adjusted operating margins decreased to negative 9.3% in
first-quarter 2003 from 11.7% for the quarter ended Dec. 31, 2002.
The company remains highly leveraged with C$144.2 million of
lease-adjusted total debt, which consisted of C$11.0 million of
short-term debt, C$126.8 million of senior debt, and C$6.4
million of capitalized operating leases. Debt-to-capital was 60.1%
for the quarter ended March 30, 2003.

The negative outlook reflects the challenging end-market condition
of the telecom-equipment manufacturer sector. The ratings could be
lowered if the company's operating performance does not improve.


STELCO INC: Estimates Up to $90 Million Second Quarter 2003 Loss
----------------------------------------------------------------
Stelco Inc. estimates a net loss for the second quarter ending
June 30, 2003, in the range of $80 to $90 million or $0.83 to
$0.92 per common share. Final actual results for the quarter will
depend on June's performance. Despite the higher losses in the
quarter, the impact on Stelco Inc.'s liquidity position is being
mitigated through aggressive cash management initiatives. At May
31, 2003, after a $15 million long-term debt payment made in May,
the consolidated undrawn available lines of credit and cash and
cash equivalent balances were $173 million versus $210 million at
the end of first quarter 2003.

The estimated loss for the second quarter is due to several
factors. Weak steel market demand combined with increased supply
from North American producers and imported steel have lowered
order intake, necessitating reduced production levels at
steelmaking and rolling and finishing operations. In addition,
lower North American steel product prices combined with the
negative impact on pricing of the significant appreciation of the
Canadian dollar have reduced average revenue per ton. Production
costs have been negatively impacted by lower production volumes
and continued high input costs for natural gas, scrap, and wages
and benefits.

Jim Alfano, Stelco's President and Chief Executive Officer, stated
that, "Our people are addressing all avenues of cost reduction and
cash management to effectively deal with the very challenging
business conditions in the North American steel industry. We are
tailoring our operations to reflect current market conditions in
the most cost-effective manner, and additional cost reduction and
cash management initiatives are being pursued."

Stelco's second quarter results will be released the morning of
July 22, 2003, with a conference call to be held at 11:00 a.m. on
that day. No further comment on the Corporation's results will be
made until that time.

Stelco Inc. is Canada's largest and most diversified steel
producer. Stelco is involved in all major segments of the steel
industry through its integrated steel business, mini-mills, and
manufactured products businesses. Stelco has a presence in six
Canadian provinces and two states of the United States.
Consolidated net sales in 2002 were $2.8 billion.

                        *   *   *

As reported in the May 1, 2003, issue of the Troubled Company
reporter, Standard & Poor's Ratings Services placed its long-term
ratings, including the 'BB-' long-term corporate credit rating, on
integrated steel producer Stelco Inc. on CreditWatch with negative
implications due to a weakening financial profile.

"The CreditWatch placement reflects concerns about weakness in
earnings and uncertain prospects for steel prices and demand,"
said Standard & Poor's credit analyst Kenton Freitag. The
Hamilton, Ont.-based company's weakened financial profile stems
from difficult industry conditions, resulting from lower
industrial demand, sharply reduced spot market prices, and higher
input costs. As a result, credit measures have fallen below
Standard & Poor's previous expectations.


SUN HEALTHCARE: Has Until June 27, 2003 to Challenge Claims
-----------------------------------------------------------
Sun Healthcare Group, Inc., and its debtor-affiliates obtained a
further extension of their deadline to make claims objections,
allowing sufficient time to complete their evaluation and
objection to all outstanding claims.  The Debtors have already
reconciled a significant number of claims since the last requested
extension.

Hence, the Debtors' Claims Objection Deadline was extended through
and including June 27, 2003. (Sun Healthcare Bankruptcy News,
Issue No. 56; Bankruptcy Creditors' Service, Inc., 609/392-0900)


SWTV PRODUCTION: Wants to Honor & Pay Critical Vendors Claims
-------------------------------------------------------------
SWTV Production Services, Inc., asks the U.S. Bankruptcy Court for
the District of Arizona for authority to pay the prepetition
claims of critical vendors up to an aggregate amount of $155,203.

In addition to its salaried and hourly employees, the Debtor
relates that they hire individuals and entities with specialized
skills on a subcontracting basis in the various locations in which
it provides services.

The Debtor anticipates reorganizing its affairs and obligations in
a fairly short period of time.  The Debtor previously obtained the
approval of its pre-petition lender, Celtic Capital Corporation,
and of the Court, to pay the prepetition wage claims and other
similar claims of its employees. The Debtor is also in the process
of negotiating with CCC to permit the use of CCC's cash collateral
for additional purposes, including the payment of the Critical
Vendor Claims and the Subcontractor Claims.

The success of the Debtor's operations depends in large part upon
the relationships that the Debtor has with various suppliers and
subcontractors around the country.  It is essential to the
Debtor's reorganization and the fulfillment of its obligations
under its contracts that the Debtor maintains a good, continuing
business relationship and credit terms with certain vendors and
subcontractors.

Any reduction in operating liquidity caused by a tightening of
existing trade credit terms from suppliers would greatly impede
the Debtor's ability to successfully reorganize. Similarly, any
defection from the ranks of subcontractors upon whom the Debtor
relies to perform highly specialized tasks would significantly
hamper the Debtor's ability to provide the high-quality services
upon which its customers rely, sometimes upon very short notice.
The loss of a subcontractor could render it impossible for the
Debtor to provide some highly specialized services or, at the very
least, render such services far more expensive.

If the Critical Vendor Claims and the Subcontractor Claims are not
satisfied, the Debtor may not be able to obtain necessary working
capital liquidity or the goods and services necessary to continue
to provide the sophisticated services that its customers require.
The Debtor cannot afford to have even one dissatisfied customer.
Its contracts with television networks and cable television
stations are virtually irreplaceable.

Accordingly, the Debtor submits that granting it the authority to
pay the critical vendors' prepetition claims is essential,
appropriate, and in the best interests of the Debtor and the
Debtor's creditors, including its unsecured creditors.  The
Debtors add that CCC supports its decision to pay the critical
vendors.

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.


TECH DATA CORP: Fitch Assigns Initial BB+/BB Debt Ratings
---------------------------------------------------------
Fitch Ratings has initiated coverage of Tech Data Corporation and
assigned a 'BB+' rating to the company's senior unsecured debt and
a 'BB' rating to the convertible subordinated notes. The Rating
Outlook is Stable.

The ratings reflect Tech Data's adequate credit protection
measures, leading position in the competitive wholesale technology
distribution business, strong supplier relationships and worldwide
revenue base. Also considered are the distribution industry's thin
operating margins and Tech Data's weakened liquidity position.
Credit concerns also include competitive pricing actions within
the company's markets and the lack of demand for information
technology spending which has had a resultant negative effect on
Tech Data's revenues and operating margins. The company's
customers and end users have continued their cautious buying
patterns, and pricing remains competitive, driving operating
margins to historical lows. These factors are expected to continue
pressuring Tech Data's financial outlook in the near-term. The
stable outlook reflects the additional capacity for operational
shortfall and constrained liquidity within the current rating
category as the possibility of further credit erosion exists
should current industry and market conditions continue.

Tech Data's liquidity is supported by available cash, an accounts
receivable securitization program, unsecured credit facilities and
cash flow generation. At the end of the quarter ended April 30,
2003, the company had approximately $163 million of cash, a $400
million receivables securitization program (of which $350 million
was drawn as of April 30, 2003) which was recently extended for 90
days and will be up for renewal in August 2003, a recently
renewed, $250 million three-year revolving credit facility
maturing May 2006 and $640 million in additional lines of credit
and overdraft facilities. However, of this $1.3 billion in
capacity, only $645 million was available (with $445 million of
this amount outstanding) as of April 30, 2003 due to covenant
constraints in the three-year revolver, which restrict total debt
(including accounts receivables securitizations)/EBITDA to 4.0x
and EBITDA/interest to 3.5x in 2003. Consequently, Fitch estimates
that Tech Data currently has approximately $360 million in
available resources (including cash on the balance sheet but not
including free cash flow) subsequent to its purchase of Azlan
Group PLC (Azlan), a UK-based European distributor, for $229
million in cash (or $200 million, net of $28 million in cash
acquired) on March 31, 2003.

Fitch is concerned that the total available capacity from all of
its facilities could be constrained further if the company
continues to experience revenue and EBITDA erosion, despite
expected free cash flow increases, due to the covenant
constraints. Conversely, cash usage may temporarily increase if
revenue increases, consistent with the distribution business
model, reducing cash flow. However, Fitch believes that the
company's current resources are adequate to meet its obligations,
as near-term debt maturities are minimal, with $2.4 million due in
2004 and $10.0 million in 2005 (including capital leases and
assuming the company will successfully renew its accounts
receivable securitization program in August 2003).

Tech Data's operations have been negatively affected by the
economic downturn and the lack of demand for IT spending. Total
revenue in fiscal year 2003 was $15.7 billion, down 8.5% versus
fiscal 2002, as demand slowed in the North American region and as
the European market continued to experience pricing pressure.
EBITDA margin declines slowed at 1.7% in fiscal 2003 from 1.8% in
fiscal 2002 (and 2.1% in fiscal 2001) as the company was able to
reduce its SG&A by $65.2 million during the course of the fiscal
year. Fitch believes it is imperative for the company to continue
to focus on cost controls going forward in order to mitigate the
effect of potential further revenue erosion. Fitch believes the
addition of Azlan to Tech Data's portfolio of assets is positive
and will aid in the expansion of the company's product line into
the higher margin markets in Europe. As of the closing of the
transaction on March 31, 2003, Azlan's annualized revenue run rate
was approximately $900 million, according to Tech Data.
Positively, Tech Data's revenues have stabilized in the $3.9-$4.0
billion range over the last few quarters and the decline in fiscal
2003 was of a much lower magnitude than fiscal 2002.

Despite the downturn in IT spending, the company improved its
credit protection measures in 2003 by substantially reducing debt
levels. Total debt at fiscal year-end 2003 was $502 million,
including borrowings under the receivables securitization program
and the three-year revolving credit facility, compared to $698
million in fiscal year 2002 and $1.6 billion in fiscal year 2001.
The company utilized free cash flow to reduce long-term debt
levels in fiscal 2003 by redeeming $300 million of 5% convertible
subordinated debentures that were to mature in July 2003 (the
remaining $290 million of convertible subordinated debentures
mature July 2021 and may be put to the company in December 2005).
As a result, leverage (measured by total debt including accounts
receivable securitizations/EBITDA) improved to 1.9x in fiscal 2003
from 2.2x in fiscal 2002 and interest coverage (measured by
EBITDA/interest) improved to 7.6x from 4.7x in fiscal 2003 and
fiscal 2002, respectively. However, for the quarter ended April
30, 2003, debt increased to approximately $760 million due to the
Azlan purchase, and leverage was strained at 3.1x on an LTM basis.
On a pro-forma basis (excluding the Azlan transaction) Fitch
estimates that leverage would have remained relatively stable.
Fitch anticipates that metrics could improve throughout fiscal
year 2004 as revenue and EBITDA are augmented by the addition of
Azlan. However, industry demand remains volatile and pricing
pressure remains intense.

This rating was initiated by Fitch as a service to users of its
ratings and is based on public information.


TOUCH AMERICA: Files for Chapter 11 Protection in Delaware
----------------------------------------------------------
Touch America Holdings, Inc. (OTC: TCAH) and all its subsidiaries
have filed voluntary petitions under Chapter 11 of the United
States Bankruptcy Code in the District of Delaware.

"Touch America has been struggling to become cash flow positive in
this difficult economic environment," said Bob Gannon, Chairman
and CEO. "Based on the continuing uncertainty about our liquidity,
the Board decided that seeking bankruptcy protection was the best
option to deal fairly with our creditors, customers and
employees."

The Company also announced the sale of its Private Line and
Dedicated Internet businesses for $28 million, subject to certain
post-closing adjustments, to 360networks Corporation, a leading
broadband telecom service provider backed by WL Ross & Co. The
sale proceeds will be used to pay pre- and post-filing
obligations.

Touch America has received a commitment for a Debtor-in-Possession
credit facility for $5 million from WLR Recovery Fund II, LP, a
fund managed by WL Ross & Co. This facility will add liquidity to
pay vendors for post-petition goods and services and to pay
employees in the ordinary course of business.

As part of the bankruptcy filing, Touch America requested from the
court various measures to provide for the smooth operation of the
Company. These include measures to assure that the filing has no
effect on customers or on the payment of salaries, wages, and
benefits to the Company's employees. Touch America will continue
with its cost-cutting programs to ensure efficient and effective
operations as it pursues other buyers to purchase remaining parts
of the Company.

Touch America, Inc., is a broadband fiber-optic network and
product and services telecommunications company, providing
customized voice, data and video transport, as well as Internet
services, to wholesale and business customers. The company
provides the latest in IP, ATM and Frame Relay protocols and
private line services for transporting information with speed,
privacy and convenience. Touch America, Inc., is the
telecommunications operating subsidiary of Touch America Holdings,
Inc. More information can be found at http://www.tamerica.com


TOUCH AMERICA: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Touch America Holdings, Inc.
             130 N. Main Street
             Butte, Montana 59701

Bankruptcy Case No.: 03-11915

Debtor affiliates filing separate chapter 11 petitions:

   Entity                                             Case No.
   ------                                             --------
   Touch America, Inc.                                03-11916
   Entech, LLC                                        03-11917
   Touch America Purchasing Company, LLC              03-11918
   Touch America Intangible Holding Company, LLC      03-11919
   Sierra Touch America LLC                           03-11920
   American Fiber Touch, LLC                          03-11921

Type of Business: Touch America Holdings, Inc., through its
                  principal operating subsidiary, Touch America,
                  Inc., develops, owns, and operates data
                  transport and Internet services to commercial
                  customers.

Chapter 11 Petition Date: June 19, 2003

Court: District of Delaware

Debtors' Counsel: Maureen D. Luke, Esq.
                  Robert S. Brady, Esq.
                  Young Conaway Stargatt & Taylor, LLP
                  The Brandywine Bldg.
                  1000 West Street, 17th Floor
                  PO Box 391
                  Wilmington, DE 19899-0391
                  Tel: 302 571-6600
                  Fax : 302-571-1253

Total Assets: $631,408,000

Total Debts: $554,200,000

Debtors' 30 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
AT&T                        Trade Debt              $7,304,391
PO Box 79174
Phoenix, AZ 85062-9174
Greg Smith
Fax: 908-234-8087

Underground Specialties     Trade Debt              $6,154,763
Division
PO Box 842480
Dallas, TX 75284-2480
Mark Swanson
Fax: 425-356-2623

Mastec North American Inc.  Trade Debt              $5,717,440
Hwy 2 East
PO Box 70
Shevlin, MN 56676
Jim Wilde
Fax: 218-785-2198

AMVESCAP National Trust     Trade Debt              $5,592,840
Co.
400 Colony Square, Suite 220
120 Peachtree Street, NE
Atlanta, GA 30361
Fax: 404-479-2960

Renegade of Idaho           Trade Debt              $3,415,957
PO Box 70
Burley, ID 83318
Dennis Dayly
Fax: 208-678-9136

Rocky Mountain Contractors  Trade Debt              $3,312,838
PO Box 8688
Kalispell, MT 59904-1688
Randy Williams
Fax: 406-752-4278

Mastec Professional         Trade Debt              $3,011,391
Services
321 9th Street, Third Floor
Leavenworth, WA 98826
Fax: 509-548-1148

Qwest                       Trade Debt              $2,900,594
555 17th Street
Denver, CO 80244-001
Barbara Vallejo
Fax: 801-239-4149

Michels Pipeline            Trade Debt              $2,852,866
Construction Inc.
PO Box 1719
Fond Du Lac, WI 54936-17019
Ron Tagliafiatsa
Fax: 920-583-3129

Adept Escrow Services       Trade Debt              $1,785,062
[Account No. 33376]
PO Box 18039
Spokane, WA 99228
Fax: 509-466-0375

Bayport Pipeline            Trade Debt              $1,642,996
9080 Highway 2181
Denton, TX 76205
Jim Hovanec
Fax: 940-484-2724

Niels Fugal Sons Co.        Trade Debt              $1,202,975
1005 South Main
PO Box 650
Pleasant Cove. UT 84062]
Brent Lackey
Fax: 208-788-2082

Qwest Business Service      Trade Debt                $973,743
PO Box 856169
Louisville, KY 85616
Barbara Vallejo
Fax: 801-239-4149

Adesta Communications       Trade Debt                $855,733
PO Box 3366
Omaha, NE 68176-0560
Sara Eckenrod
Fax: 630-739-6346

Century of Eagle, Inc.      Trade Debt                $733,836
PO Box 40406
Monroe, LA 71211-4065
Brenda Pagel
Fax: 318-213-7432

Oasis Telecommunications    Trade Debt                $769,963
PO Box 1985
Bozeman, MT 59771-1985
Bill Paul
Fax: 406-586-4648

Orius Telecommunication     Trade Debt                $678,431
Services
LVXBX 22959 Networkplace
Chicago, IL 60673-1229

PriceWaterhouse Coopers     Trade Debt                $417,603
PO Box 31001-0068
Pasadena, CA 31001-0068
Dwayne Richardson
Fax: 971-544-4106

Electric Lightwave          Trade Debt                $407,967
Unite 207
PO Box 5037
Portland, OR 87208
Amy Ver Huel
Fax: 312-660-5050

Verizon Northwest, Inc.     Trade Debt                $389,089
PO Box 2210
Inglewood, CA 90303-2210
Theresa Briones
Fax: 325-942-4549

Dynamic Cable Construction  Trade Debt                $324,850
Co.
591 VZ CR 4823
Ben Wheeler, TX 75754-9739
Fax: 903-849-2748

Century Tel PTI Montana     Trade Debt                $290,918
100 Century Park Drive
Monroe, LA 71211-4065
Brenda Pagel
Fax: 318-213-7432

Norlight Communications     Trade Debt                $280,972
Debt 00438
Milwaukee, WI 53259-0438
Rita Kulik
Fax: 262-792-7731

Jode Corp.                  Trade Debt                $270,699
652 N. Main Street
Kalispell, MT 59901-3628
John Harp
Fax: 888-565-4607

Von Behren Electric         Trade Debt                $265,371
PO Box 11184
Springfield, IL 62791-1184
Fax: 217-652-9473

Williams/WilTel Comms       Trade Debt                $243,813

GTE NW-File                 Trade Debt                $230,312

Global Crossing             Trade Debt                $202,127

NW Telephone Systems Inc.   Trade Debt                $198,196


UNITED AIRLINES: Appoints Paul R. Lovejoy as General Counsel
------------------------------------------------------------
UAL Corporation (OTC Bulletin Board: UALAQ), parent of United
Airlines, named Paul R. Lovejoy senior vice president, general
counsel and secretary, effective immediately.

Lovejoy, 48, replaces Francesca M. Maher, who is leaving United to
rejoin the law firm of Mayer, Brown, Rowe & Maw.

Lovejoy is currently a partner with the law firm of Weil, Gotshal
& Manges in New York, with a practice area concentration in
corporate and transactional matters. Prior to joining the law firm
in 1999, he was assistant general counsel for Texaco Inc., and
before that, a partner at the law firm of Squire, Sanders &
Dempsey.

"Paul's experience in complex business transactions, corporate
finance and corporate restructurings will be of great benefit as
we continue to advance our plan to exit Chapter 11 as a strong,
profitable enterprise," said Glenn Tilton, United's chairman,
president and chief executive officer.

"Fran Maher leaves United after a decade of dedicated service
through some of our most difficult periods," Tilton continued. "We
thank her and wish her well in her return to private practice."

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


UNITED AIRLINES: Pacific Exchange Delists UAL Common Stock
----------------------------------------------------------
The Securities and Exchange Commission approves the Pacific
Exchange Inc.'s application to delist from listing and
registration the common stock, $0.01 par value, of UAL
Corporation, effective on the opening of business on May 27,
2003.

The SEC considered the facts stated in the application as well as
the public's interest and protection of investors.

In its opinion, the Pacific Exchange believes that the UAL
security does not qualify for continued listing and registration.
As a matter of policy, PCXE Rule 5.5 states that when a listed
company fails to meet any of the listing requirements and has more
than one class of securities listed, the PCXE will give
consideration to delisting of all such classes.  These
requirements include:

   (i) publicly held shares of at least 300,000 and a market value
       of at least $500,000;

  (ii) 250 public beneficial holders;

(iii) total net tangible assets of at least $500,000 or net worth
       of at least $2,000,000; and

  (iv) share bid price of at least $1.00.

According to UAL's Form 10-Q for the quarter ended September 30,
2002, the company reported having a negative $2,895,000 in net
tangible assets and negative $2,483,000 in net worth.  Pursuant to
quote statistics on April 3, 2003, UAL's closing share bid price
was $0.73 per share (per Bloomberg).

On March 31, 2003, the Pacific Exchange advised UAL by letter of
its non-compliance with the Exchange's listing maintenance
requirements for share bid price.  The Pacific Exchange informed
UAL that its security will be suspended for trading before the
opening of business on April 3, 2003.  The Pacific Exchange
offered UAL an opportunity to submit any further information for
the Exchange's review on April 17, 2003.

At the April 17 meeting, the Pacific Exchange reviewed UAL's
eligibility for continued listings and determined to delist the
Company's security for failure to comply with the requirements for
net tangible assets/net worth and share bid price. (United
Airlines Bankruptcy News, Issue No. 20; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


US STEEL: Delivers Amended Offer to Purchase Polskie Huty Stali
---------------------------------------------------------------
United States Steel Corporation (NYSE: X) submitted to Poland's
Ministry of State Treasury an amended offer for the purchase of
Polskie Huty Stali through privatization.  Terms of the offer were
not disclosed.

"U. S. Steel is ready and willing to invest in ownership of PHS.
Our offer reflects our commitment to the long-term future of PHS
through capital investment, sound and ethical business practices
and a responsible social program," said John H. Goodish, executive
vice president-operations for U. S. Steel.  "The offer also
responds to comments we received from the Ministry of State
Treasury."

U. S. Steel submitted its original offer for PHS on April 22,
2003. Following the first-round tenders, the Polish government
conducted additional consultations with the two bidders.  U. S.
Steel's latest offer is submitted in accordance with the
procedural guidelines governing the second phase of evaluation.
The Ministry of State Treasury is expected to announce its
decision in about two weeks.

                        *   *   *

As reported in Troubled Company Reporter's May 9, 2003 edition,
Standard & Poor's Ratings Services lowered its corporate credit
rating on integrated steel producer United States Steel Corp. to
'BB-' from 'BB' based on concerns about the firm's increased
financial risk.

Standard & Poor's said that it has removed its ratings on
Pittsburgh, Pennsylvania-based United States Steel from
CreditWatch, where they were placed with negative implications on
Jan. 9, 2003. The current outlook is negative. The company had
about $1.7 billion in lease-adjusted debt at March 31, 2003.

At the same time, Standard & Poor's said it has assigned its 'BB-'
rating to United States Steel Corp.'s proposed $350 million senior
notes due 2010.


USG CORP: Hires Equis Corporation as Real Estate Agent & Broker
---------------------------------------------------------------
USG Corporation and its debtor-affiliates seek the Court's
authority to employ Equis Corporation as their real estate agent
and broker to assist and represent them in connection with the
lease for the location of their general offices -- Principle
Office -- nunc pro tunc to May 7, 2003.

The Debtors and Equis are parties to the Principle Office
Agreement and the Miscellaneous Details Agreement, both dated
May 7, 2003, which describe the services that Equis anticipates
performing in the Debtors' Chapter 11 cases and the terms and
conditions of Equis' proposed engagement by the Debtors.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, PA, in
Wilmington, Delaware, informs the Court that the Debtors require
knowledgeable real estate agents and brokers to render these
professional services.  Equis has substantial expertise in
providing the services and is well qualified to represent the
Debtors' interests, Mr. DeFranceschi says.

Equis is the largest non-franchised corporate service organization
solely dedicated to representing the interests of tenants and has
31 company-owned offices across the United States and abroad.
Equis provides clients with strategic planning, transaction,
program management, financial analysis and structuring, workplace
integration and information management services.  Equis currently
has responsibility for administering and executing activities for
over 450,000,000 rentable square feet of corporate client-owned
and leased real estate.

Christopher Wood and Michael Bishop, Senior Vice Presidents of
Equis, will have principal responsibility for the transactions
contemplated in the engagement agreement.  Messrs. Wood and
Bishop each have over 16 years of experience in the commercial and
real estate business.  Both men have been engaged by various
Fortune 500 companies to assist in real estate issues.

The Debtors expect Equis to:

(a) identify and analyze all available options and alternatives
    with respect to the location of their principal office;

(b) contact current or potential landlords regarding
    renegotiation or termination of the current lease for the
    Principal Office or its relocation to a different site under
    new lease;

(c) analyze and negotiate the terms and conditions of any
    proposal for the Principal Office lease; and

(d) assist with other appropriate real estate and management
    matters with respect to the Principal Office as may be
    mutually agreed upon.

Under the Agreements, the Debtors have no obligation to pay any
commission, fee or other compensation or reimbursement to Equis
for its services.  Equis will collect a commission from the other
parties to any transaction involving the selection of a site as
the Primary Office.  No retainer has been paid to Equis and no
payments have been made within one year of the Petition Date.

Larry O'Drobinak, Equis Executive Vice President and Chief
Financial Officer, assures Judge Newsome that Equis has no
connection with the Debtors, their creditors, the United States
Trustee, or any other party with an actual or potential interest
in these Chapter 11 cases or their attorneys or accountants,
except that:

   -- Equis is not employed by, and has not been employed by, any
      entity other than the Debtors in matters related to these
      Chapter 11 cases;

   -- After the Petition Date, Equis performed certain real
      estate advisory services for the Debtors.  During the past
      year, Equis reviewed and analyzed certain of the Debtors'
      existing lease situations in light of market conditions and
      assisted the Debtors with the negotiation of the terms of
      certain leases.  The Debtors have not paid and do not owe
      any commission, fee or other compensation or reimbursement
      to Equis for the rendering of such services;

   -- Equis also performed certain consulting services for the
      Debtors after the Petition Date pursuant to an agreement
      between the Debtors and Equis, dated December 2, 2002.
      Specifically, Equis identified and analyzed all the
      available options and alternatives for the location of the
      Principle Office and evaluated the monetary aspects of each
      option and alternative.  The Debtors have not paid any
      commission, fee or other compensation or reimbursement to
      Equis for the rendering of such services.  While under the
      Consulting Agreement the Debtors have agreed to pay Equis a
      $25,000 consulting fee for such services, if Equis is
      retained under the Primary Office Agreement, it will waive
      such consulting fee;

   -- From time to time, Equis has likely provided services to,
      and likely will continue to provide services to, certain
      creditors of the Debtors and various other parties actually
      or potentially adverse to the Debtors in matters unrelated
      to these Chapter 11 cases.  However, Equis has undertaken a
      detailed search to determine whether it provides services
      to any significant creditors, equity security holders,
      insiders or other parties-in-interest in such unrelated
      matters; and

   -- Equis has more than 150 employees.  It is possible that
      certain employees of Equis hold interests in mutual funds
      or other investment vehicles that may own the Debtors'
      securities.

To check and clear potential conflicts of interest, Equis
researched its client database to determine whether it has any
relationship with these entities:

(1) the Debtors and their non-debtor affiliates;

(2) the directors and officers of the Debtors;

(3) the Debtors' largest unsecured creditors on a consolidated
     basis as of May 31, 2001;

(4) parties to joint ventures with the Debtors;

(5) parties to certain litigation with the Debtors;

(6) the attorneys and other professionals that the Debtors have
     retained in the cases;

(7) the postpetition lenders and their professionals;

(8) various indenture trustees for the Debtors' industrial
     revenue bond and senior note debt;

(9) any other institutional lenders;

(10) certain major real property lessors of the Debtors;

(11) certain major equipment lessors of the Debtors and certain
     licensors;

(12) stockholders that hold 5% or more of the Debtors'
     outstanding stock; and

(13) other interested parties.

In the event Equis discovers additional information that requires
additional disclosure, Equis will file a supplemental disclosure
with the Court.

                 Debtors File Exhibit Under Seal

Mr. DeFranceschi informs the Court that one exhibit that relates
to Equis' employment contains sensitive information and should not
be disclosed to the general public.  The exhibit contains the
terms of the Miscellaneous Details Agreement dated May 7, 2003
that is commercial in nature.

The Debtors ask the Court to maintain the confidentiality of the
document and limit the distribution of the document to the Court,
the Office of the United States Trustee, the professionals of the
statutory committees, counsel of the Futures Representative and
counsel of the Debtors' DIP Lenders.

The Debtors have already asked the professionals of the
Committees, the Futures Representative and the DIP Lenders not to
share the Miscellaneous Details Agreement or its contents to their
constituencies. (USG Bankruptcy News, Issue No. 48; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


VINTAGE PETROLEUM: Closes Sale of Oil & Gas Interests in Canada
---------------------------------------------------------------
Vintage Petroleum, Inc. (NYSE: VPI) has closed the sale of certain
non-strategic oil and gas interests in Saskatchewan, Canada for
C$14.9 million cash, subject to post-closing adjustments, to a
privately-held Canadian company.  In a separate transaction,
Vintage has entered into an agreement to sell certain other non-
strategic properties in West Central Alberta for C$24.2 million
cash, subject to normal closing conditions and adjustments. The
transaction is expected to close on or before July 15, 2003.

Current net daily production from these properties in Saskatchewan
and Alberta is approximately 5,200 Mcf (thousand cubic feet) of
natural gas and 195 barrels of oil.  These sales conclude the
company's asset divestiture process for this year.

Vintage Petroleum, Inc. is an independent energy company engaged
in the acquisition, exploitation, exploration and development of
oil and gas properties and the marketing of natural gas and crude
oil.  Company headquarters are in Tulsa, Oklahoma, and its common
shares are traded on the New York Stock Exchange under the symbol
VPI.  For additional information, visit the company Web site at
http://www.vintagepetroleum.com

As previously reported, Standard & Poor's assigns its 'BB-' rating
to Vintage Petroleum Inc.'s $250 million Note Issue.

Ratings on Vintage Petroleum Inc. reflect the company's
participation in the volatile independent oil and gas exploration
and production (E&P) industry, an aggressive financial profile,
and significant political risk associated with Argentina, which
accounts for about 35% of Vintage's production.

                         Outlook

The negative outlook reflects continued uncertainty regarding the
fiscal regime in Argentina, limited internal financial
flexibility, and a likely continued decline in production through
2003 due to a starkly reduced 2002 capital budget. Significant
further deterioration in any of these conditions could lead to a
downgrade of Vintage's ratings. Conversely, management's ability
to deliver on its rather aggressive plan to apply proceeds from
asset sales and cash flow generated by stronger than currently
expected oil and natural gas prices could restore ratings
stability.


VOUGHT AIRCRAFT: S&P Puts to B+ Credit Rating on Stable Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to aircraft structure producer Vought Aircraft
Industries Inc. The outlook is stable.

In addition, Standard & Poor's assigned its 'B+' rating to the
company's existing $466 million secured credit facility, and its
'B' rating to the proposed $250 million senior unsecured notes,
which will be sold under Rule 144A with registration rights.

"The ratings on Vought reflect the company's weak financial
profile, high debt, and exposure to the depressed commercial
aircraft industry," said Standard & Poor's credit analyst
Christopher DeNicolo. "These factors are offset somewhat by
Vought's position as the largest independent aerostructures
manufacturer, and its position is strengthened by the pending
acquisition of Aerostructures Corp." Dallas, Texas-based Vought is
the largest independent producer of structures for commercial,
military, and business aircraft.

Vought is acquiring Aerostructures in a stock and cash deal in
which the current Aerostructures shareholders will receive a 27.5%
fully diluted stake in the combined company, and Vought will use a
portion of the proceeds from the new unsecured notes to repay
Aerostructures' outstanding credit facility. Vought and
Aerostructures are owned by different investment funds of the
Carlyle Group, a private equity firm.

The outlook on Vought is stable. Improved diversity and cost
synergies from the Aerostructures acquisition are expected to
enable Vought to maintain a credit profile appropriate for the
current ratings despite continued weakness in the commercial
aerospace market. In addition, the company's good liquidity
position provides further support for the ratings through the
current commercial market downturn.


WEIRTON STEEL: Hires Procurement Specialty as Consultants
---------------------------------------------------------
Weirton Steel Corporation seeks to employ Procurement Specialty
Group, Inc. as procurement consultants, effective as of the
Petition Date.

The Debtor believes that PSG is well qualified and able to provide
procurement consulting services to the Debtor in a cost-effective,
efficient and timely manner.

Mark E. Freedlander, Esq., at McGuireWoods LLP, in Pittsburgh,
Pennsylvania, relates that PSG will be:

    (a) reviewing and analyzing the Debtor's procurement
        contracts, including but not limited to contracts to
        purchase maintenance, repair, and operating supplies, raw
        materials, services, transportation, construction,
        and capital equipment, and advising the Debtor which
        contracts can be renegotiated to reduce the costs to the
        Debtor;

    (b) assisting the Debtor in negotiating procurement contracts,
        including but not limited to contracts to purchase
        maintenance, repair, and operating supplies, raw
        materials, services, transportation, construction, and
        capital equipment;

    (c) reviewing and analyzing the Debtor's purchasing processes
        to identify deficiencies and recommend improvements;

    (d) reviewing and analyzing the Debtor's purchasing personnel
        organizational charts to recommend improvements;

    (e) working with Debtor's purchasing personnel to improve
        vendor communications and relations;

    (f) assisting the Debtor in the development and approval of
        multiple vendor sources for critical materials; and

    (g) performing other procurement-related duties as PSG and the
        Debtor will deem appropriate and feasible.

PSG President John D. Fry discloses that PSG has and will likely
provide general consulting services to the Debtor's suppliers in
the future.  PSG assists these suppliers in negotiating lower
prices for the commodities that the suppliers purchase from other
entities.  "PSG does not provide advice to these suppliers that in
any way relates to the prices for which the suppliers sell their
products to the Debtor; thus, PSG's services to these suppliers do
not directly relate to the Debtor's estate, assets, or
businesses," Mr. Fry explains.

Thus, Mr. Fry contends that PSG does not hold or represent any
interest adverse to the Debtor as debtor-in-possession or to its
estate and that PSG is a "disinterested person" as defined in
Sections 101(14) and 1107(b) of the Bankruptcy Code.

The Debtor proposes to compensate PSG with:

    (a) Initial Fee

        The Debtor will pay PSG a $70,000 initial cash retainer,
        to be held pending completion of the engagement.

    (b) Project Fee

        The Debtor will compensate PSG for its services pursuant
        to the firm's ordinary billing rates.  Currently, PSG
        employees are compensated at $175 per hour for
        professionals and $25 per hour for clerical staff.  These
        hourly rates will be applied in full to travel time spent
        in the performance of the services described.

    (c) Percent of Savings

        The Debtor will pay PSG an amount equal to 17.5% of
        savings that are realized as a result of PSG services
        during the first 18 months after each savings program
        becomes effective.

    (d) Expenses

        The Debtor will reimburse PSG for the costs of all of its
        travel expenses, including transportation, lodging and
        meals, incurred in the performance of services to the
        Debtor.  The Debtor will pay PSG a flat fee equal to $250
        per month to cover all administrative expenses, including
        but not limited to postage, phone and facsimile charges,
        and office supplies.

As of May 4, 2003, Mr. Freedlander informs the Court, PSG received
the $70,000 Initial Fee.  PSG also received $25,479 on May 12,
2003, and an additional $15,386 on May 15, 2003 for services
performed and expenses incurred prior to the Petition Date.  Any
unearned portion of the Initial Fee will be returned to the Debtor
upon the termination of the engagement. (Weirton Bankruptcy News,
Issue No. 4; Bankruptcy Creditors' Service, Inc., 609/392-0900)


WESTPOINT STEVENS: Secures Sec. 366 Injunction against Utilities
----------------------------------------------------------------
Michael F. Walsh, Esq., at Weil Gotshal & Manges LLP, in New York,
relates that in connection with the operation of their businesses
and management of their properties, WestPoint Stevens Inc., and
its debtor-affiliates obtain electricity, natural gas, water,
telephone services, garbage collection, sewage, and other similar
services from various utility companies.  The Debtors have a
consistently good payment history with their Utility Companies.
Indeed, to the best of the Debtors' knowledge, there are no
defaults or arrearages with respect to undisputed Utility Services
invoices, other than payment interruptions that may have been
inadvertently caused by the commencement of these Chapter 11
cases.

Accordingly, the Debtors sought and obtained a Court order:

    A. prohibiting the Utility Companies from altering, refusing
       or discontinuing Utility Services on account of prepetition
       invoices;

    B. authorizing the Debtors to provide to the Utility Companies
       adequate assurance of payment in the form of payment as an
       administrative expense for postpetition utility services;

    C. providing that if any Utility Companies request additional
       adequate assurances on or before July 3, 2003, which the
       Debtors believe to be unreasonable, the Debtors will file a
       Motion for Determination of Adequate Assurance of Payment
       as to each of the objecting Utility Companies and request a
       hearing at the Court's discretion;

    D. providing that the Utility Companies that do not timely
       object and request additional adequate assurance will be
       deemed to have adequate assurance under Section 366 of the
       Bankruptcy Code; and

    E. providing that the objecting Utility Companies will be
       deemed to have adequate assurance under Section 366 of the
       Bankruptcy Code without the need for payment of additional
       deposits or other securities until an order of the Court is
       entered in connection with the Determination Motion.

Pursuant to Section 366(b) of the Bankruptcy Code, this court may
determine the standards for adequate assurance of future payments
for utility services.  Whether a utility is subject to an
unreasonable risk of nonpayment must be determined from the facts
and circumstances of each case.  See In re Keydata Corp., 12 B.R.
156 (Bankr. 1st Cir. 1981). In re Adelphia Business Solutions,
Inc., 280 B.R. 63 (Bankr. S.D.N.Y. 2002).  Bankruptcy courts have
the exclusive responsibility for determining what constitutes
adequate assurance for payment of postpetition utility charges,
and are not bound by local or state regulations.  See In re
Begley, 41 B.R. 402, 405-06 (Bankr. E.D. Pa. 1984), aff'd, 760
F.2d 46 (3d Cir. 1985).  Determinations of adequate assurance
under Section 366 are fully within the court's discretion.  In re
Marion Steel Co., 35 B.R. 188, 195 (Bank D. Ohio 1983).

"Adequate assurance" under Section 366 is not synonymous with
"adequate protection."  In determining adequate assurance, the
court is not required to give a utility company the equivalent of
a guaranty of payment, but must only determine that the utility is
not subject to an unreasonable risk of non-payment for
postpetition services.  See In re Caldor, Inc.-NY, 199 B.R. 1
(S.D.N.Y. 1996); In re Santa Clara Circuits West, Inc., 27 B.R.
680, 685 (Bankr. D. Utah 1982); In re George C. Frye Co., 7 B.R.
at 858.  Further, in making its decision as to the need for any
postpetition deposit, the Court should ensure that the utility is
treating the debtor the same as it would treat a similarly
situated, non-bankruptcy debtor.  See In re Whitaker, 84 B.R. 934,
937 (Bankr. E.D. Pa. 1988), aff'd, 882 F.2d 791 (3d Cir. 1989).

Mr. Walsh believes that the adequate assurance, which includes
explicitly granting administrative expense priority to any
postpetition utility obligations, will provide more than
sufficient protection to the Utility Companies.  Further, the
relief ensures that the Debtors' business operations will not be
disrupted and also provides the Utility Companies with a fair and
orderly procedure for determining requests for additional adequate
assurance. (WestPoint Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


WORLDCOM INC: MCI Launches Network-Based IP VPN Remote Service
--------------------------------------------------------------
MCI (WCOEQ, WMCEQ) introduced the industry's first network-based
IP VPN remote access solution-enabling companies to securely and
seamlessly connect remote and traveling workers to their existing
corporate networks via the Internet. Leveraging the
interoperability and intelligence resident in MCI's network, this
new managed offering is designed to extend the life and
capabilities of an organization's corporate network while
simplifying network management and reducing costs.

The new IP VPN Remote network-based service, powered by MCI's
Secure Interworking Gateway, uniquely enables enterprises to
effortlessly move to an IP-based environment using their existing
frame relay, ATM, Private IP and IP VPN networks. A key component
of MCI's Convergence Networking strategy to develop and deploy
converged services over a common IP platform, SIG enables MCI to
bring together its IP and data networks to deliver advanced
network-based solutions and new capabilities to business and
government customers.

"MCI's continued innovation in the marketplace is designed to give
our customers a competitive advantage," said Ron McMurtrie, MCI
vice president of Global Marketing. "With IP VPN Remote - Network
Based, MCI is enabling a fully managed IP environment while
assuming total cost of ownership within our network. By optimizing
a customer's network assets and shielding them from technology
obsolescence, our SIG-enhanced infrastructure provides the
ultimate answer for companies that need to do more with less."

MCI's network-based remote VPN expands one of the industry's most
comprehensive managed VPN portfolios and gives businesses greater
flexibility and maximum choice in selecting a VPN to meet their
needs. Ideal for any size business, the service does not require
customers to buy or lease additional hardware, allowing
enterprises to reduce capital expenditures and focus on their core
business. As a managed offering MCI owns, manages, monitors and
updates the secure gateway deployed within its network.  Until
now, MCI offered a CPE-based remote access VPN offering with
equipment that resides at the customer's location.

Individuals can simply access MCI's IP VPN Remote - Network Based
offering through a single login. Users initiate remote connections
to the Internet using MCI's feature-rich Access Manager software
which establishes a secure encrypted tunnel between the user and
the interworking gateway. The gateway automatically authenticates
the connection, requesting user name and password confirmation
from the edge server. Once a user is granted access,
communications are routed to a customers' data network via a
Permanent Virtual Circuit or an IPSec tunnel.

Zoot Enterprises is among the first companies who will benefit
from MCI's IP VPN Remote - Network Based solution. As a full
service application provider that serves the nation's top banks
and financial institutions, Zoot offers complete credit
decisioning and loan origination systems. With MCI's new offering,
Zoot plans to connect remote workers to its corporate resources
that allow them to securely develop and test software remotely. In
the future, Zoot will extend access to its partners and customers
to distribute and download updated software applications and
enhance customer service.

"MCI is essentially creating an all-new IP VPN solution for us by
combining our legacy frame network with its expansive Internet
backbone," said Tony Rosanova, vice president of system
administration for Zoot Enterprises. "Without having to add new
hardware, we will be able to connect employees, partners and
customers to company resources while offloading the management of
our remote access network. MCI has hit a sweet spot with us by
leveraging the intelligence within its network to deliver new
capabilities."

Immediately available, the service initially will be offered to
domestic and U.S.-based multinationals. MCI plans to later roll
out this service in Europe and Asia Pacific. The cost of the
service includes remote access charges, based on the number of
remote users the customer expects to support, and a port charge.

MCI offers the most extensive suite of managed VPN and data
networking services to meet every customer's need and management
preference-from traditional private line, frame relay and ATM
networks to advanced VPN solutions-all backed by the highest
performance guarantees. This approach enables customers to
maximize internal resources while enhancing their business
continuity efforts and increasing their return on investment. Each
solution runs over MCI's award-winning global IP and facilities-
based data networks and is a part of the full continuum of
integrated communication products and services MCI provides to
enterprises of all sizes around the world.

WorldCom, Inc. (WCOEQ, MCWEQ), which currently conducts business
under the MCI brand name, is a leading global communications
provider, delivering innovative, cost-effective, advanced
communications connectivity to businesses, governments and
consumers. With the industry's most expansive global IP backbone
and wholly-owned data networks, WorldCom develops the converged
communications products and services that are the foundation for
commerce and communications in today's market. For more
information, go to http://www.mci.com


WORLDCOM INC: Judge Gonzalez Fixes Wireless Auction Protocol
------------------------------------------------------------
U.S. Bankruptcy Court Judge Gonzalez orders that competing offers
for Worldcom's Wireless Assets BellSouth Wireless has offered to
buy for $65,000,000 will be governed by these Auction Procedures:

    A. No later than five business days after the entry of the
       Auction Procedures Order, the Debtors will provide:

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

       2. a copy of the Agreement to all other prospective
          offerors and parties-in-interest on their written
          request to the Debtors through their financial advisor,
          Lazard Freres & Co. LLC.

    B. Any party wishing to conduct due diligence on the Assets or
       Business will, after execution by the prospective offeror
       of a confidentiality agreement in form and substance
       satisfactory to the Debtors and their counsel, and delivery
       to the Debtors of the prospective offeror's certified
       financial statements for the preceding two years, be
       granted access to all relevant business and financial
       information necessary to enable the party to evaluate the
       Assets and Business for the purpose of submitting a
       Competing Offer for an Alternative Transaction.  The
       Debtors will make the access available during normal
       business hours as soon as reasonably practicable.  Parties
       interested in conducting due diligence should contact
       Laurence Grafstein at Lazard Freres & Co. LLP, 30
       Rockefeller Plaza, New York, New York 10020, Telephone
       (212) 632-6000, Facsimile (212) 332-5975.

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

       1. be irrevocable through the date that is 30 days after
          entry of an order approving a Final Auction Offer;

       2. be made by a party, other than Purchaser or an affiliate
          of Purchaser;

       3. be submitted in writing and delivered so as to be
          received not later than 12:30 p.m. New York City time,
          on June 23, 2003 to:

          a. WorldCom, Inc., 22001 Loudoun County Parkway,
             Ashburn, Virginia 20147, Attn: John Coakley;

          b. Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New
             York, New York 10153, Attn: Simeon Gold, Esq., Stefan
             J. Wright, Scott E. Cohen, Esq., Counsel to the
             Debtors;

          c. Lazard Freres & Co. LLP, 30 Rockefeller Plaza, New
             York, New York 10020, Telephone (212) 632-6000,
             Facsimile (212) 632-6060, Attn: Laurence Grafstein;
             and

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

       4. include:

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

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

          c. A purchase price for the Assets or Business that
             exceeds the Purchase Price by at least $2,275,000;

          d. A good faith deposit in cash or other form of
             immediately available U.S. funds in an amount equal
             to 10% of the Competing Offeror's Initial Submitted
             Offer;

          e. Evidence, acceptable to the Debtors, of the Competing
             Offeror's financial capability to consummate the
             Alternative Transaction on a timely basis and ability
             to perform the outstanding obligations of the Debtors
             to counterparties under the contracts and leases
             proposed to be assigned, including adequate assurance
             as may be required by Section 365 of the Bankruptcy
             Code.

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

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

    F. Prior to the Auction, the Debtors will evaluate Purchaser's
       offer, as embodied in the Agreement, and the Competing
       Offers they have received, select the offer or combination
       of offers the Debtors determine to be the highest or best
       offers for the Assets or Business.  In considering
       Purchaser's offer and Competing Offers, the Debtors will
       consider, among other things, the value thereof to their
       estates, the changes to the Agreement required by the
       Competing Offeror, the Competing Offeror's satisfaction of
       any governmental or regulatory requirements, and the
       Competing Offeror's ability to finance, and timely
       consummate, its proposed Alternative Transaction.

    G. The Auction, if required, will be conducted by the Debtors
       or their representatives in accordance with these
       procedures, and will commence on June 26, 2003 at 10:00
       a.m. New York City time at the offices of the Debtors'
       counsel, Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New
       York, New York 10153.

    H. At the commencement of the Auction, the Debtors will
       announce the Initial Auction Offers.  All bids at the
       Auction will be increased therefrom, and thereafter made,
       in increments of no less than $100,000.  Purchaser may
       submit one or more competing offers without waiving its
       right to payment of the Break-Up Fee and Expense
       Reimbursement.  Purchaser may not apply or credit any
       portion of the Break-Up Fee or Expense Reimbursement as a
       component of any Purchaser Subsequent Offers.

    I. Following the conclusion of the Auction, the Debtors, after
       consultation with the Committee's counsel and financial
       advisor, will select the offer, or combination of offers,
       that they determine to be the highest or best offer for the
       Assets or Business and will inform the party or parties
       having submitted the Final Auction Offer and file with the
       Court a notice of the selection within one business day of
       the selection.  At the Sale Hearing, the Court will
       consider the Final Auction Offers for approval.

    J. Each Deposit will be maintained in accordance with the
       Deposit Escrow Agreement and be subject to the jurisdiction
       of this Court.  The Deposit will be applied by the Debtors
       against the purchase price to be paid by the Successful
       Offeror at the closing of the transaction approved by the
       Court.  Each Deposit submitted by a Competing Offeror other
       than a Successful Offeror, together with any interest paid,
       will be returned on the date that is 30 days after entry of
       an order approving a Final Auction Offer.

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

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

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


ZI CORPORATION: Raises $2 Million in 2MM Share Private Placement
----------------------------------------------------------------
Zi Corporation (Nasdaq:ZICA) (TSX:ZIC), a leading provider of
intelligent interface solutions, has received subscriptions for
US$2 million and is completing a private placement that will
result in the sale of one million units at US$2.00 per unit. Terms
of the placement were as set out in the Company's application to
the Toronto Stock Exchange dated May 7, 2003, and the proceeds
will be used to repay the US$1.94 million short-term credit
facility, which is due on June 30, 2003.

Each unit consists of one share of Zi Corporation Common Stock and
one-half of a Common Stock Purchase Warrant. Each whole Common
Stock Purchase Warrant is exercisable into one share of Zi
Corporation Common Stock on or before May 31, 2006 at an exercise
price of US$2.25 per share of Common Stock. Under the terms of the
private placement, the units sold in the private placement will be
subject to statutory restrictions on resale, including hold
periods.

"By completing this financing, we will be able to effect the
timely repayment of our short-term debt obligation and stabilize
the Company's capitalization," said Chief Executive Officer
Michael Lobsinger.

"Our core Zi Technology business continues on its track of solid
top and bottom line growth," Lobsinger added. "With the completion
of this financing, Zi will continue to focus its resources on the
further expansion of Zi Technology and the monetization of our
Oztime assets."

Zi Corporation -- http://www.zicorp.com-- is a technology company
that delivers intelligent interface solutions to enhance the user
experience of wireless and consumer technologies. The company's
intelligent predictive text interfaces, eZiTap and eZiText,
simplify text entry to provide consumers with easy interaction
within short messaging, e-mail, e-commerce, Web browsing and
similar applications in almost any written language. eZiNet(TM),
Zi's new client/network based data indexing and retrieval
solution, increases the usability for data-centric devices by
reducing the number of key strokes required to access multiple
types of data resident on a device, a network or both. Zi supports
its strategic partners and customers from offices in Asia, Europe
and North America. A publicly traded company, Zi Corporation is
listed on the Nasdaq National Market (ZICA) and the Toronto Stock
Exchange (ZIC).

At March 31, 2003, Zi Corporation's balance sheet disclosed a
working capital deficit of about $2 million.


* John J. Chung Joins Huron Consulting as Managing Director
-----------------------------------------------------------
Huron Consulting Group announced that John J. Chung has joined the
company as a managing director. Chung will be based in Huron's
Miami office.

In his new role, Chung will provide corporate finance and mergers
and acquisitions services to clients with interests in Latin
America, Europe, Central America and the Caribbean.

"John's international experience in investment banking, M&A and
corporate finance will continue to enhance Huron's ability to
serve U.S. based organizations with international interests," said
Thomas J. Allison, chief operating officer, Huron Consulting
Group's Corporate Advisory Services practice.

Last month, Huron announced the opening of its Miami office with
an emphasis on providing business consulting services to U.S.
organizations that have business interests in Latin America and
around the world. This expansion complements the company's ability
to serve clients in domestic situations and enhances Huron's
geographic reach internationally.

"I'm pleased to be joining a growing company with an international
reach," said Chung. "With the ever changing international business
market, Huron is offering a unique international perspective to
its clients."

Throughout his career, Chung has worked with multinational
companies throughout Latin America and Europe. Prior to joining
Huron, Chung was the president of Chung and Company, LLC, which
was an advisory firm specializing in Central America and the
Caribbean. Before running the advisory firm, he was a director and
co-head of Salomon Smith Barney's Latin American Mergers and
Acquisitions practice. Chung has also held senior management
positions at Metallgaselshaft, AG focusing on private equities,
S.G. Walburg specializing in mergers and acquisitions in Spain,
and The First Boston Corporation providing investment-banking
expertise.

Chung received his MBA from the Harvard School of Business and his
B.A. in Economics from Davidson College.

Huron Consulting Group is a 400-person business consulting
organization created on the belief that our people are our
greatest asset and that our clients deserve the very best in terms
of effort, care, and intellectual capacity - delivered
objectively.

Huron Consulting Group provides valuation, corporate finance,
restructuring, and turnaround services to companies and lenders.
It performs financial investigations, litigation analysis, expert
testimony and forensic accounting for attorneys. Huron provides
strategic planning, operational consulting, strategic sourcing,
and organizational and technology assessments in a variety of
industries including manufacturing, healthcare and pharmaceutical,
higher education, law firm and corporate law departments,
transportation, and energy.

Huron Consulting Group operates nationwide with offices in Boston,
Charlotte, Chicago, Houston, Miami, New York, San Francisco and
Washington, D.C.


* BOOK REVIEW: Competition, Regulation, and Rationing
               in Health Care
-----------------------------------------------------
Author:     Greenberg, Warren
Publisher:  Beard Group
Paperback:  188 pages
List Price: $34.95
Review by:  Gail Hoelscher

Order a personal copy today at

http://www.amazon.com/exec/obidos/ASIN/1587981416/internetbankrupt

This book is fundamental reading for those involved directly in
health care as well as those interested and concerned about the
past, present and future of the health care industry in the United
States. Originally published in 1990, Warren Greenberg examined
the U.S. health care sector over the period 1960-1988 using
standard industrial organization economic analysis. He looked at
regulation and competition, antitrust elements, technology, and
rationing, as well as pricing behavior and advertising. Although
some experts claimed the health care industry to be unique and
outside the purview of such analysis, Dr. Greenberg demonstrated
that all industries differ in their own ways, but nonetheless can
be analyzed using these techniques.

Dr. Greenberg's first goal in writing this book was to educate the
layperson about the economics of the health care industry.
Economists have pointed out two major potential differences
between health care and other sectors of the economy: uncertainty
of demand and imperfect and imbalanced information on the part of
providers and consumers. Dr. Greenberg agrees with the first and
less so with the second. Obviously, the timing, extent and length
of future illness and the demand for medical services are
impossible to know. A good deal of the consumer's uncertainty is
smoothed over by health insurance. The uncertainty for insurance
companies in the sector is somewhat different than that for other
industries: while consumers commonly seek more health care than
they would if they were not covered, it is rare for someone to
burn down his own home just to collect the insurance. With regard
to the imbalance in information, physicians do indeed know more
about a particular illness and treatment than the average
potential patient, but Dr. Greenberg asks how that differs from
plumbing, law and accounting!

Dr. Greenberg identified and described the industries that make up
the health care sector: medical services, hospitals, insurance,
and long-term care. He explored market failures and imperfections
in each and detailed some of the measures government has taken to
correct these imperfections. For example, he described the efforts
of the federal government to force competition in the medical
services field and how barriers to entry imposed by physicians'
lobbies to limit the number of physicians in practice were lifted,
physicians were permitted to advertise, and restrictions on the
services of nonphysicians were eased. He recounted efforts to
require hospitals to disclose information on mortality rates,
infections, and medical complications.

Dr. Greenberg's second goal in writing the book was to consider
policy options. Although he claims skepticism of regulation (after
working for the federal government), he believes that ongoing
efforts to devise a more efficient and equitable health care
system will require more competition, regulation, and rationing.
He examined the Canadian, British and Dutch systems, so
fascinating and different from ours, and found the Dutch system
the least regulatory and most equitable.

This book is a primer on the health care industry. Dr. Greenberg
explains economic terms in a straightforward and clear way without
condescension and takes the reader way beyond Economics 101.
Although the sector has changed significantly since this book was
published, Dr. Greenberg's analysis of the past offers valuable
insight into why our system evolved the way it did and what
direction it might take in future.

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Bond pricing, appearing in each Thursday's edition of the TCR, is
provided by DebtTraders in New York. DebtTraders is a specialist
in global high yield securities, providing clients unparalleled
services in the identification, assessment, and sourcing of
attractive high yield debt investments. For more information on
institutional services, contact Scott Johnson at 1-212-247-5300.
To view our research and find out about private client accounts,
contact Peter Fitzpatrick at 1-212-247-3800. Real-time pricing
available at http://www.debttraders.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

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S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard
Group, Inc., Washington, DC USA. Yvonne L. Metzler, Bernadette C.
de Roda, Donnabel C. Salcedo, Ronald P. Villavelez and Peter A.
Chapman, Editors.

Copyright 2003.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

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