TCR_Public/030623.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, June 23, 2003, Vol. 7, No. 122


360NETWORKS: Court Okays Avoidance Suit Settlement Procedures
ACME METALS: Must Make Lease Disposition Decisions by Sept. 2
ACTERNA CORP: Wins Final Court Nod on $30 Million DIP Financing
ADVANCED MEDICAL: S&P Affirms Speculative-Grade Ratings
ADVOCAT INC: Terminates Lease on Palmetto Village Facility

AIR CANADA: Wants Stay Proceeding Extended to September 30, 2003
AMERCO: Files For Chapter 11 to Facilitate Restructuring
AMERCO: Case Summary & 22 Largest Unsecured Creditors
AMERICAN WAGERING: Piercy Bowler Airs Going Concern Doubts
APARTMENT INVESTMENT: Board Declares Preferred Share Dividends

ARMSTRONG HLDGS: Asks Court to Disallow Frederick Injury Claim
ARRIS GROUP: S&P Puts Corp. & Sub Debt Ratings on Watch Negative
ATMI INC: Brings-In Don Lehman as Vice-President of Operations
BALLY TOTAL: S&P Rates Senior Sec. & Unsec. Facilities at B+/B
BETA BRANDS LTD: Now Reorganized into a Private Company

BORDEN CHEMICALS: Court Converts BCP Finance's Case to Chapter 7
CITADEL HILL: Fitch Affirms BB- Class B-2L Notes Rating
COGENT: Reaches Debt Workout Pact & Raises $41MM of New Equity
CONTINENTAL ENG'G: Seeks Approval of DIP Financing Facility
COTTON GINNY: Creditors Accept Plan of Compromise & Arrangement

COUNTRY HOME BAKERS: Taps Keen Realty to Auction Pie Facility
COVANTA ENERGY: U.S. Trustee Amends Creditors' Committee Members
CVF TECHNOLOGIES: Ability to Continue as Going Concern Uncertain
DELPHI PROPERTIES: Proposed $300-Mill. Preferreds Gets BB Rating
DIRECTV LATIN AMERICA: Court Gives Go-Ahead to Huron's Retention

DOBSON COMMS: Declares Cash Dividend on 12-1/4% Preferred Shares
EASTERN PULP & PAPER: Implementing 7.5% Wage Cut on June 30
EMAGIN CORP: Stockholders to Convene on July 2 in New York
ENGAGE INC: Case Summary & Largest Unsecured Creditors
ENRON: Says Grynberg's $10.6BB Claim Has No Evidentiary Basis

ENVOY COMMS: Initiates Appeal of Nasdaq's Delisting Notice
FLEMING COS: Committee Signs-Up Compass SRP as Investment Banker
GEMSTAR-TV: Responds to SEC Filing Civil Charges vs. Ex-Execs.
GENUITY INC: Seeks Court Approval for Claims Objection Protocol
GROUP MANAGEMENT: Implementing 90-Day Plan for Corporate Growth

HOLIDAY RV: Stephen Adams Agrees to Convert Debt into Equity
HUNTSMAN ADVANCED: S&P Assigns Low-B Level Credit Ratings
INSITE VISION: Continues Interim Financing Negotiations
INTERLINK BIOTECHNOLOGIES: Initiates Asset Liquidation Process
ISLE OF CAPRI: Fiscal Q4 Earnings Enter Positive Zone

KAISER ALUMINUM: Wants Court to Disallow 88 Duplicate Claims
KEY3MEDIA: Emerges from Bankruptcy & Changes Name to Medialive
KMART CORP: Moves to Establish Claims Distribution Reserve
LAIDLAW INC: Court Gives Nod to PWC and E&Y Fee Applications
LAIDLAW INC: Completes $1.225BB Exit Financing Under Reorg. Plan

LE NATURE'S: S&P Keeps Negative Watch Amid Contract Dispute
MAGELLAN HEALTH: Moves to File Retention Program Under Seal
MCSI INC: Looks to Conway Mackenzie for Financial Advice
MICRON: S&P Changes Outlook to Negative Due to Price Pressures
MIKOHN GAMING: Enters into DP Stud Joint Development Agreement

MIRANT: Delaware Court Sets Expedited Trial for Late this Year
MOHEGAN TRIBE: Commences Tender Offer for 8.75% Sr. Sub. Notes
MORTON'S RESTAURANT: Proposed $100MM Sr Sec. Debt Gets B Rating
NATIONAL BENEVOLENT: Fitch Places BB- Bond Rating on Watch Neg.
NATIONAL CENTURY: Court Clears SCCI Settlement Agreement

NATIONAL STEEL: Court Okays Waste Settlement With EPA, Illinois
NAVISITE INC: Closes $7 Million Buy-Out of Interliant Assets
NORTH AMERICAN ARCHERY: Completes Asset Sale to Escalade Sports
NRG ENERGY: Disclosure Statement Hearing Set for June 30
NVR INC: S&P Assigns & Affirms Low-B Level Debt Ratings

ONE PRICE CLOTHING: Strikes Agreement for Sun Capital Investment
ON SEMICON: Taps Hynix to Provide CMOS Manufacturing Services
ON SEMICONDUCTOR: Anticipates Flat Second Quarter 2003 Revenues
ORBITAL SCIENCES: Negotiating New Revolver from Bank of America
PACIFIC GAS: Issues Comment on Proposed Settlement with CPUC

PAMECO CORPORATION: Turns to FTI Consulting for Financial Advice
PEREGRINE SYSTEMS: Court to Consider Plan on July 8 & 9, 2003
PETROLEUM GEO: Fitch Maintains Negative Watch on C Senior Rating
PHILIP SERVICES: Retains Porter & Hedges as Bankruptcy Attorneys
PHOTOWORKS: Says $1.6MM Penalty Will Adversely Affect Liquidity

PIONEER NATURAL: Project Completion Prompts S&P to Affirm Rating
POPE & TALBOT: S&P Says Weak Credit Measures Make Outlook Negative
SAMSONITE CORP: Inks New Recapitalization Pact to Reduce Debt
SAVANNAH II: Fitch Further Junks Class C Notes Rating to CC
SLATER STEEL: Seeks Okay to Tap Richards Layton's Legal Services

SOLECTRON CORP: Third Quarter Net Loss Balloons to $3 Billion
SOLECTRON INC: Appoints Marc Onetto as EVP Worldwide Operations
SPACEDEV: PKF Succeeds Nation Smith as New Independent Auditors
SUCCESSORIES INC: Shareholders OK Merger with S.I. Acquisition
SUN HEALTHCARE: Inks Pact Settling U.S. Trustee's Quarterly Fees

SYSTECH RETAIL: Files Plan of Reorganization in North Carolina
TELESYSTEM: S&P Places CCC+ L-T Credit Rating on Watch Positive
TEMBEC: Depressed Profitability Spurs S&P to Drop Rating to BB
UNITED AIRLINES: Pursuing Additional Premium Financing Pacts
U.S. RESTAURANT: Completes $16MM Convertible Preferred Offering

WEIRTON STEEL: Retaining Donlin Recano as Notice & Claims Agent
WESTPOINT: Court Allows Continuation of Insurance Programs
WHEELING-PITTSBURGH: Notice of Confirmation of 3rd Amended Plan
WILLIAMS: Declares Unfair Labor Practices Charge Without Merit
WORLDCOM INC: Court Approves Wireless Bidding Protections

WORLDCOM: Gray Panthers Release WorldCom Fraud Court Docs on Web
XCEL ENERGY: Prices $195 Million of 5-Year Unsecured Bonds
XEROX CORP: Finalizes Terms of New $1-Billion Credit Facility

* Fitch Says 12 Month U.S. Default Rate Down Again in May
* Litigator Abbe D. Lowell to Join Chadbourne & Parke LLP
* Stutman, Treister & Glatt is Relocating on June 30, 2003

* BOND PRICING: For the week of June 23 - 27, 2003


360NETWORKS: Court Okays Avoidance Suit Settlement Procedures
According to Norman N. Kinel, Esq., at Sidley Austin Brown & Wood
LLP, in New York, the Official Committee of Unsecured Creditors in
the Chapter 11 cases of 360networks inc., and its debtor-
affiliates has, to date, brought 43 Avoidance Actions on behalf of
the Debtors' Estates.  The Avoidance Actions seek the return of
approximately $141,900,000 in "preferential transfers".

The Avoidance Actions that have been brought to date generally
can be grouped into three "buckets":

   (i) Avoidance Buckets in which the amount in controversy
       exceeds $1,000,000 -- Bucket 1;

  (ii) Avoidance Actions in which the amount in controversy
       ranges between $100,000 and $1,000,000 -- Bucket 2; and

(iii) Avoidance Actions with a maximum recovery demand of less
       than $100,000.

Currently, Mr. Kinel informs Judge Gropper, there are seven
Bucket 1 Avoidance Actions with an aggregate demand exceeding
$129,000,000 and another 36 Bucket 2 Avoidance Actions with an
aggregate demand exceeding $12,000,000.  Furthermore, the
Committee is pursuing, but has not yet commenced, several
additional Bucket 1 and Bucket 2 Avoidance Actions, together with
as many as 619 Bucket 3 Avoidance Actions with approximately
$8,800,000 at stake in the aggregate.

The Committee is proceeding quickly both with pursuing and
prosecuting Avoidance Actions.  Where possible, the parties are
negotiating toward settling these matters without the need for
further litigation.  In fact, several Avoidance Actions have
already been resolved consensually and the corresponding proceeds
have been placed into the Preference Actions as and when

Accordingly, the Committee asks the Court to approve these
proposed procedures governing settlement of Avoidance Actions:

A. With respect to all Bucket 1 Avoidance Actions and any Bucket
   2 or Bucket 3 Avoidance Action filed against a Committee
   member, the Committee is authorized to settle all Avoidance
   Actions in its sole and absolute discretion, provided,
   however, that formal notice and an opportunity to be heard be

   (a) The Committee will file with the Bankruptcy Court a
       Notice of Settlement together with a proposed settlement
       agreement. The Notice and Stipulation will be served to:

       -- the Debtors' counsel,

       -- the Office of the U.S. Trustee by overnight mail, and

       -- by regular mail to all entities who filed a request
          for notice in these cases;

   (b) If no written objection to the Stipulation is filed
       within 10 days after service of the Notice and
       Stipulation, then the Bankruptcy Court may approve the
       Stipulation without further notice or necessity of
       conducting a hearing; and

   (c) If a Notice Party files a written objection timely and
       serves a copy to the Committee and the Debtors, then the
       Bankruptcy Court will schedule a hearing with respect to
       the objection;

B. With respect to all Bucket 2 Avoidance Actions filed against
   persons or entities that are not Committee members, the
   Committee is authorized to settle all those Avoidance Actions
   in its sole and absolute discretion, provided, however, that
   the Committee must serve a Notice and the proposed
   Stipulation on the Debtors' counsel.  If the Debtors do not
   serve a written objection to the Stipulation within 10 days
   after service, the Debtors will be deemed to have consented
   to the Stipulation and no order of the Bankruptcy Court will
   be required for the Stipulation to be binding and effective.
   If the Debtors serve a timely objection to the Committee, the
   parties will endeavor to resolve the objection consensually.
   In the event that consensus cannot be reached, the Bankruptcy
   Court will schedule a hearing with respect to the objection;

C. With respect to all Bucket 3 Avoidance Actions filed against
   persons or entities that are not Committee members, the
   Committee is authorized to settle all Avoidance Actions in
   its sole and absolute discretion, and any Stipulation or
   other form of settlement agreement will be deemed binding
   upon execution without further Court order or notice.

Pursuant to Section 1142 of the Bankruptcy Code, Mr. Kinel argues
that the Committee's request is warranted because:

   (a) the proposed procedures fulfill the Plan objectives and
       are consistent with the applicable provisions of the
       Bankruptcy Code and Bankruptcy Rules;

   (b) the Notice Parties will have an opportunity to object to
       the Settlements; and

   (c) the proposed procedures will best serve the creditors and
       the Debtors' Estates.

                        *     *     *

Because no objection was filed, Judge Gropper approves the
Committee's settlement procedures for avoidance actions. (360
Bankruptcy News, Issue No. 50; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

ACME METALS: Must Make Lease Disposition Decisions by Sept. 2
The Honorable Judge Randall J. Newsome granted Acme Metals
Incorporated and its debtor-affiliates' an extension of time to
decide how to dispose of their unexpired nonresidential real
property leases and executory contracts.

The Debtors have until September 2, 2003, to determine whether to
assume, assume and assign, or reject their unexpired
nonresidential real property leases.  Judge Newsome rules that
this extension will be the last extension for the Debtors to
arrive at a decision regarding their unexpired leases.

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.

ACTERNA CORP: Wins Final Court Nod on $30 Million DIP Financing
Acterna has received final Bankruptcy Court approval for a $30
million debtor-in-possession financing package arranged by a group
of banks led by JP Morgan Chase Bank and General Electric Capital
Corporation. On May 6, Acterna announced the terms of a
pre-negotiated debt restructuring plan, including the DIP
financing, and filed for chapter 11 bankruptcy court protection.

"Combined with our cash position, this financing ensures Acterna's
ability to fund our business plan and a substantial investment in
research and development to deliver the optical, access and cable
communications test solutions important to our customers," said
John Peeler, Acterna's president and chief executive officer. "We
are pleased with a financing package that reinforces our
commitment to Acterna's strategic suppliers and fuels our ability
to deliver innovation that helps our customers achieve greater
network efficiency and productivity."

Based in Germantown, Maryland, Acterna Corporation
(OTCBB:ACTRQ.OB) is the holding company for Acterna, da Vinci
Systems and Itronix. Acterna is the world's second largest
communications test and management company. The company offers
instruments, systems, software and services used by service
providers, equipment manufacturers and enterprise users to test
and optimize performance of their optical transport, access,
cable, data/IP and wireless networks and services. da Vinci
Systems designs and markets video color correction systems to the
video postproduction industry. Itronix sells ruggedized computing
devices for field service applications to a range of industries.
Additional information on Acterna is available at

DebtTraders says that Acterna Corp.'s 9.750% bonds due 2008
(ACTR08USR1) are trading at 22 cents-on-the-dollar. See
real-time bond pricing.

ADVANCED MEDICAL: S&P Affirms Speculative-Grade Ratings
Standard & Poor's Ratings Services affirmed its speculative-grade
ratings on vision care company Advanced Medical Optics Inc. At the
same time, Standard & Poor's assigned its 'B' debt rating to the
company's proposed $115 million convertible senior subordinated
notes, which mature on April 15, 2023, and have bondholder call
provisions in 2008, 2013, and 2018. The company is expected to use
the majority of proceeds to repurchase existing debt. Pro forma
for new debt, Advanced Medical Optics will have about $340 million
of debt outstanding.

The ratings outlook is stable.

"Advanced Medical Optics' ratings reflect a somewhat limited
operating base and the challenges of being a newly independent
competitor in well-established, mature, and (in the case of
contact lens solutions) commodified fields," said Standard &
Poor's credit analyst Jill Unferth. "High debt leverage, though
improved in the past year, remains a concern. Underpinning credit
strength are the company's proven product lines, solid cash flow,
and experienced management."

Santa Ana, California-based Advanced Medical Optics is a leading
manufacturer and seller of ophthalmic devices for refractive and
cataract eye surgery. It also makes and markets products and
solutions for contact lens care.

Since its mid-2002 spin-off from Allergan Inc., Advanced Medical
Optics has increased sales and market share levels for its
foldable intraocular lenses and phacoemulsification systems. The
company has introduced two new intraocular delivery systems for
foldable acrylic and silicone lenses: the Emerald and Silver-Z. It
has also formed an alliance with Optikon Inc. to market a branded
retineal workstation that complements initiatives targeting the
back of the eye. Steps continue to disengage Advanced Medical
Optics' R&D and manufacturing infrastructure from Allergan's,
which should yield cost savings. Medium-term sales growth likely
rests on an increasingly higher technology product line, new
refractive implant products, new sales force initiatives, and
possible core-line acquisitions after mid-2003. However, the
company must also continue to defend itself against changes in
eye-care technologies, weak demand conditions for refractive
surgery, and the well-penetrated and mature nature of lens-care

ADVOCAT INC: Terminates Lease on Palmetto Village Facility
For the purpose of informing the market, Advocat, Inc., has
announced the termination of the lease of Palmetto Village, a 99-
bed assisted living facility in Chester, South Carolina. The lease
termination agreement calls for a payment of approximately
$355,000, paid $75,000 up front and the balance over a 12 month
period. The monthly obligation equals the monthly rent payment
under the Lease.

The company operates some 65 owned or managed nursing homes with
more than 7,000 beds, as well as about 55 assisted-living
centers with nearly 5,500 units. The company focuses on rural
areas, mainly in the Southeast and Canada. Advocat's facilities
provide a range of health care services including skilled
nursing, recreational therapy, and social services, as well as
rehabilitative, nutritional, respiratory, and other specialized
ancillary services. Payments from Medicare and Medicaid account
for more than 80% of total revenues.

At December 31, 2002, the Company's balance sheet shows a
working capital deficit of about $59 million, and a total
shareholders' equity deficit of about $34 million.

AIR CANADA: Wants Stay Proceeding Extended to September 30, 2003
Air Canada provided the following update on the airline's
restructuring under the Companies' Creditors Arrangement Act.

     Process to Raise Equity for Exit Financing to Commence

As reported in the Monitor's Seventh Report filed with the Court,
Air Canada has now developed the framework of its financial
restructuring plan. The key components of the preliminary plan

- Raising $1.35 billion in new equity and debt capital for exit
  financing. The Company is in the process, in consultation with
  the Monitor, of developing a competitive process that will
  facilitate potential investors submitting expressions of
  interest to provide new equity to a restructured Air Canada;

- Raising financing to obtain new 55 to 110-seat aircraft in
  future years at an estimated capital cost of over $4 billion;

- Converting the existing unsecured debt into equity of the
  restructured Air Canada.

As a result, it is highly likely that there will not be any
meaningful recovery to existing equity of the Company.

          Onex/Aeroplan Negotiations and Exclusivity

The Company has decided to combine the process of seeking a
partnership investment in Aeroplan with a process to raise debt
and equity exit financing for Air Canada. The stand-alone
negotiations with Onex relating to Aeroplan will become non-
exclusive June 23, 2003. "We welcome the continued participation
of Onex in the new equity investment process for Aeroplan," said
Calin Rovinescu, Chief Restructuring Officer.

                 Labor Ratification Process

Air Canada has concluded tentative agreements with all nine of its
domestic unions. To date, the CAW Airline Division representing
6,000 customer sales and service agents and crew schedulers and
CALDA representing 100 flight dispatchers at the mainline carrier
have ratified their contracts. Ratification is in process with
ACPA, representing the 3,150 mainline pilots, CUPE representing
6,700 flight attendants and the IAMAW representing 11,000
technical operations and airport ground service personnel. At Air
Canada Jazz, ALPA, CAW, and CALDA have ratified their contracts
and the ratification process is underway with the Teamsters. The
ratification process is expected to be finalized by June 30, 2003
with all unions.

Upon ratification of these agreements, the airline will achieve an
overall cost saving of $1.1 billion annually on a consolidated
basis. Air Canada is currently in discussions with its unions
outside Canada and expects that these negotiations will be
concluded by June 30, 2003.

The Company will not access the funds received from the CIBC
facility nor draw down on the debtor-in-possession Facility
provided by General Electric Capital Canada Inc., unless the labor
agreements are ratified by the unions.

               Negotiations with Aircraft Lessors

At a meeting convened in New York May 29, 2003, the Company
provided its aircraft lessors with background information on the
Company's financial position, future competitive landscape for Air
Canada and the industry, fleet reconfiguration plans as well as
concessions required from aircraft lessors. Prior and subsequent
to the New York meeting, Air Canada met with substantially all of
its aircraft lessors individually to negotiate lease revisions. It
is Air Canada's intention to return aircraft to lessors unable or
unwilling to renegotiate their lease arrangements. Air Canada is
seeking a reduction in annual aircraft lease costs of
approximately $720 million from current levels of approximately
$1.4 billion.

          Request For an Extension to the Stay Proceedings

Air Canada will request an extension to the stay period order to
September 30, 2003. The purpose of this extension is to complete
the Company's revised business plan, renegotiate the terms of
aircraft leases with lessors, complete the review and
renegotiation of operating contracts and commence the process to
raise approximately $1.35 billion of exit financing.

"We have made substantial progress in the first ten weeks of a
very complex restructuring and although there are still formidable
challenges ahead, the groundwork established so far has moved us
closer to our objective of restructuring Air Canada into a
stronger airline well positioned to compete profitably in the new
airline environment," said Mr. Rovinescu.

             Financial Information in Monitor's Report

Since the Company filed under the CCAA on April 1,2003, revenues
for the two months ended May 31, 2003 are approximately $1.2666
billion, a reduction of $384 million or 23.3% from the same period
in 2002.

Additional information on developments in the restructuring
process, including details of the Company current cash position as
well as previously disclosed information relating to the Company's
financial position is contained in the Monitor's Seventh Report
filed with the Court and available online at
http://www.aircanada.comby clicking on 'Air Canada Restructures'.

AMERCO: Files For Chapter 11 to Facilitate Restructuring
AMERCO (Nasdaq: UHAL), announced that in order to facilitate its
financial reorganization, it has filed a voluntary petition for
protection under Chapter 11 of the U.S. Bankruptcy Code. AMERCO
has taken this action in order to expedite the financial
restructuring of its debt.

Not included in the Chapter 11 filing are the following AMERCO
subsidiaries: U-Haul, Oxford Life Insurance Company and its
subsidiaries, and Republic Western Insurance Company, among
others. The Chapter 11 filing by AMERCO is not expected to impact
the operations of these subsidiaries, and their business will
continue uninterrupted. Additionally, since the Company is
solvent, with asset value in excess of its debt, AMERCO intends to
repay its creditors in full, pursuant to a full-value plan of
reorganization, without diluting the interest of its shareholders.

On October 15, 2002, AMERCO defaulted on a $100 million principal
payment owed to its Series 1997-C Bond Backed Asset Trust notes.
Since that time, the Company and its financial advisors have been
negotiating with representatives of its major creditor
constituencies with the goal of developing a consensual, full-pay
reorganization plan.

A commitment has been obtained from Wells Fargo Foothill for a
$300 million debtor-in-possession (DIP) financing facility, and
for a $650 million bankruptcy emergence facility. These
commitments provide the basic foundation upon which the Company
will build its reorganization plan. It is anticipated that a
Chapter 11 filing of Amerco Real Estate Company (AREC) may take
place within the next 30-45 days in order to implement the DIP
financing facility. AREC is a wholly owned subsidiary of AMERCO
that holds and develops real estate.

"The opportunity at AMERCO is in its capital structure. Business
fundamentals at the Company remain strong. AMERCO has taken a
positive step in choosing Chapter 11 to facilitate the
restructuring of its debt. We are getting our financial house in
order," stated Joe Shoen, AMERCO Chairman. "Additionally, the
Company made positive progress in reducing costs throughout last
winter. Cost-cutting measures remain in effect. As a result, I do
not expect any related layoffs at any of the nonfiling
subsidiaries. Employment and benefits will continue uninterrupted.
U-Haul, Republic Western and Oxford Life operations are not
affected by this filing and continue to operate as usual, serving
customers and paying vendors without interruption."

The Chapter 11 petitions were filed in the United States
Bankruptcy Court, District of Nevada, the Honorable Judge Gregg W.
Zive, presiding.

For more information about AMERCO, visit

AMERCO: Case Summary & 22 Largest Unsecured Creditors
Debtor: AMERCO
        1325 Airmotive Way, Suite 100
        Reno, Nevada 89502

Bankruptcy Case No.: 03-52103

Type of Business: The debtor is the holding company for U-Haul
                  International, Inc., Amerco Real Estate Company,
                  Republic Western Insurance Company and Oxford
                  Life Insurance Company.

Chapter 11 Petition Date: June 20, 2003

Court: District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Bruce Thomas Beesley, Esq.
                  Beesley, Peck, Matteoni, Ltd
                  5011 Meadowood Mall Way #300
                  Reno, NV 89502
                  Tel: (775) 827-8666


                  Craig D. Hansen, Esq.
                  Squire, Sanders & Dempsey LLP
                  40 North Central #2700
                  Phoenix, AZ 85004
                  Tel: (602) 528-4000

Total Assets: $1,042,777,000

Total Debts: $884,062,000

Debtor's 22 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
AIG Global Investment Group Debt - Bonds & Notes  $110,535,000
Attn: Kaye Handley
175 Water Street, 25t Floor
New York, NY 10038

Conseco Capital Mgt.        Debt - Swap Note       $29,575,000
Attn: Eric Johnson
11835 North Pennsylvania St.
Carmel, IN 46032

Apollo Advisors, LP         Debt - Bonds & Notes   $25,250,000
2 Manhattanville Rd.
Purchase, NY 10577

Bayerishe Hypovereinsbank   Debt - Bonds & Notes   $25,250,000
Attn: Kaye Handley
175 Water Street, 25th Floor
New York, NY 10038

Apollo Advisors, LLP        Debt - Bonds & Notes   $25,250,000
2 ManhattanvilleRd.
Purchase, NY 10577

John Hancock Advisers, Inc. Debt - Bonds & Notes   $25,000,000
Attn: Tony Dellaplana
200 Clarendon St.
PO Box 111
Boston, MA 02116

Bayerishe Hypovereinsbank   Debt - Bonds & Notes   $25,000,000
150 East 42nd Street,
30th Floor
New York, NY 10017

Deutsche Asset Management   Debt - Bond & Notes    $20,000,000
222 South Riverside Plaza
Chicago, IL 60606

Satellite Asset Management, Debt - Bonds & Notes   $19,350,000
Attn: Josh trump
623 Fifth Avenue, 20th Floor
New York, NY 10022

ING Investment Mgt. Inc.    Debt - Bonds & Notes   $15,500,000
Attn: Michael Lisenby
5780 Powers Ferry Rd., N.W.
Suite 300
Atlanta, GA 30327

Citibank                    Debt - Bonds & Notes   $15,300,000
Attn: Fernando Lopez-Ona
250 West Street, 8th Floor
New York, NY 10013

General Electric Asset Mgt. Debt - Bonds & Notes   $15,000,000
3003 Summer St.
Stamford, CT 06905

Mellon Finance              Debt - Bonds & Notes   $13,000,000
200 Park Avenue #3300
New York, NY 10166

Credit Suisse First Boston  Debt - Bonds & Notes   $10,100,000
(NY Trading Desk)
13th Floor
466 Lexington Avenue
New York, NY 10017

Credit Suisse First Boston  Debt - Bonds & Notes   $10,000,000
One Cabot Square
London, E14 4QJ

Erie Insurance Group        Debt - Bonds & Notes   $10,000,000
100 Erie Insurance Plaza
Erie, PA 16530

Lloyd Miller                Debt - Bonds & Notes   $10,000,000
4550 Gordon Drive
Naples, Florida 34102

Mutual of Omaha Insurance   Debt - Bonds & Notes   $10,000,000
Mutual of Omaha, 4th Floor
Omaha, NE 68175

Pacific Investment Mgt.     Debt - Bonds & Notes   $10,000,000
Attn: David Behanna
840 Newport Center Dr.,
Suite 300
Newport Beach, CA 92660

SAFECO Asset Management     Debt - Bonds & Notes   $10,000,000
Attn: Michael-Ann McAboy
PO Box 34895
Seattle, WA 98124-1895

MBIA Capital Management     Debt - Bonds & Notes    $9,000,000
Attn: Robert Claiborne
113 King Street
Armonk, NY 10504

Muzinich & Co., Inc.        Debt - Bonds & Notes    $8,350,000
450 Park Avenue, 18th Floor
New York, NY 10022

AMERICAN WAGERING: Piercy Bowler Airs Going Concern Doubts
American Wagering Inc. conducts its continuing operations with
customers through its Wagering and Systems segments. The Wagering
segment operated 46 race and sports books throughout Nevada as of
April 30, 2003.  The Systems segment designs, markets, installs
and maintains sports and race book wagering systems for the Nevada
sports betting industry.  The Company's Keno segment was
discontinued during fiscal year end 2002.  Megasports Australia,
previously included in the Company's Wagering segment, was sold
during fiscal year end 2002.

The Company has negative cash flow exposures due to the litigation
judgments against the Company in two lawsuits referred herein as
the Racusin case and the Imagineering case. Final judgment in the
Imagineering and Racusin cases, if significantly in excess of the
minimum amount estimated and accrued, could have a significant
negative impact on the Company's cash balances and cash flows.

On December 31, 2002, the Company was notified that their bonds
covering the Gaming Control Board Regulation 22.040 Reserve
Requirement were cancelled effective March 1, 2003, due to the
rehabilitation (bankruptcy) of the insurance company providing the
bonds.  The Regulation requires the Company have cash reserves to
cover any outstanding wagering liability such as unpaids, future
tickets and telephone account deposits.  To meet the regulation
requirements in the short term, the Company set aside $1,000,000
in a certificate of deposit on February 25, 2003, which is marked
as restricted cash.  By the start of the professional football
season (approximately September 1, 2003) when wagering liabilities
historically increase, the Company must fund an additional
$1,000,000 to $1,300,000 to the Regulation 22.040 Reserve
Requirement; accordingly, the Company will require additional cash
and/or new bonds.  There is no assurance that the Company will be
able to obtain new bonds in an amount sufficient to cover the
Regulation 22.040 Reserve Requirement and/or have sufficient cash
reserves to apply towards the reserve requirement.  An inability
to increase the reserve requirement as necessary could have an
adverse impact upon the Company including, but not limited to,
requiring a significant reduction in the number of locations
operated by the Leroy's Horse & Sports Place subsidiary and/or
requiring a significant reduction in the handle (total amount

The Racusin and Imagineering lawsuits could result in losses
sufficient to threaten the financial viability of the Company and
possible negative cash flow exposures.  Unless the litigation
matters are resolved satisfactorily, or the Company is able to
finance them adequately, management believes that the Company may
not be able to satisfy its operating cash requirements for at
least the next twelve months from existing cash balances and
anticipated cash flows.  For these reasons the Company's
independent auditors, Piercy, Bowler Taylor and Kern, have
indicated in their report dated April 8, 2003, included in the 10-
KSB for the fiscal year ended January 31, 2003, that they have
substantial doubt as to the Company's ability to continue as a
going concern.  The Company plans to accumulate cash liquidity in
the fiscal year ending January 31, 2004 to fund possible effects
of litigation, seasonality of sports betting, timing of system
sales, and the possible effects of legislation to ban wagering on
amateur athletic events. Final judgments significantly in excess
of amounts accrued could have a significant negative impact on the
Company's existing cash balances and anticipated cash flows. Final
judgments in connection with these matters could be determined
within the next twelve months. At the present time, management is
considering the options available to the Company, including the
filing of Chapter 11 bankruptcy.

APARTMENT INVESTMENT: Board Declares Preferred Share Dividends
Apartment Investment and Management Company (NYSE: AIV), a Denver-
based owner and operator of apartment communities, announced that
its Board of Directors has declared dividends on its Class D, G
and H Cumulative Preferred Stock and on its Class P Convertible
Cumulative Preferred Stock.  Dividend information follows:

   Class of             Beginning of       End of      Per Share
   Preferred             Dividend         Dividend      Dividend
   Stock                  Period           Period       Declared
   ---------            ------------      --------     ---------

   8-3/4% Class D      April 15, 2003   July 14, 2003   $0.546875
   9-3/8% Class G      April 15, 2003   July 14, 2003   $0.5859375
   9-1/2% Class H      April 15, 2003   July 14, 2003   $0.59375
   9% Class P          April 15, 2003   July 14, 2003   $0.5625

Dividends on shares of Class D, G and H Cumulative Preferred Stock
are payable on July 15, 2003 to shareholders of record on July 1,
2003.  Dividends on shares of Class P Convertible Cumulative
Preferred Stock are payable on July 15, 2003 to shareholders of
record on June 30, 2003.

As previously announced, on June 30, 2003 Aimco is redeeming all
outstanding shares of its Class C Cumulative Preferred Stock for a
total redemption price of $25.475 per share, which includes an
amount equal to $0.475 of accumulated and unpaid dividends to the
redemption date.

Aimco is a real estate investment trust headquartered in Denver,
Colorado owning and operating a geographically diversified
portfolio of apartment communities through 19 regional operating
centers. Aimco, through its subsidiaries, operates approximately
1,760 properties, including approximately 313,000 apartment units,
and serves approximately one million residents each year. Aimco's
properties are located in 47 states, the District of Columbia and
Puerto Rico. Aimco has been recently included in the S&P 500.

As reported in Troubled Company Reporter's October 23, 2002
edition, Standard & Poor's Ratings Services affirmed its
double-'B'-plus corporate credit rating and its single-'B'-plus
preferred stock rating on Apartment Investment and Management Co.
The outlook is stable.

The ratings on Denver-based AIMCO, a nationally focused apartment
REIT, reflect the company's seasoned and deep management team,
solid geographic diversification, and relatively stable operating
performance. These strengths are tempered by the inherent risks
associated with the company's transaction-oriented growth
strategy, an aggressive financial profile, and the uncertain depth
and duration of the currently weak multifamily leasing environment
and the impact it might have on AIMCO's portfolio performance.

ARMSTRONG HLDGS: Asks Court to Disallow Frederick Injury Claim
Armstrong World Industries objects to a proof of claim filed by
Todd W. Frederick and asks that Mr. Frederick's proof of claim be
disallowed and expunged. Mr. Frederick alleges that, on December
2, 1995, he was injured when a piece of equipment trapped his foot
and dragged him for approximately four feet.  On July 15, 1997,
Mr. Frederick brought a suit against AWI and multiple co-
defendants in the Court of Common Pleas of Montgomery County,
Pennsylvania.  In his complaint, Mr. Frederick alleged that the
equipment was designed, fabricated, manufactured, sold, assembled,
delivered, and/or supplied by the defendants, including AWI, and
further alleges that the defendants, including AWI, are liable to
Mr. Frederick in an amount in excess of $1,000,000 based on
theories of negligence, strict liability and/or breach of

On April 13, 2000, a stipulation was entered dismissing with
prejudice all claims against co-defendant Swartley Brothers
Engineering Inc.  A settlement agreement was entered on
June 8, 2000, discontinuing the action as to co-defendant Star
Engineering, Inc., leaving AWI as the only remaining defendant.
Discovery in the action against AWI was ongoing on the Petition

                  The Frederick Proof of Claim

On January 8, 2001, Mr. Frederick filed a proof of claim against
AWI alleging a general, unsecured claim in excess of $1,000,000,
supported only by a copy of the complaint.  No documentation was
provided in support of the alleged damages of $1,000,000.  Mr.
Frederick makes no allegation of entitlement to priority status.

Therefore, as the Frederick Claim lacks any supporting
documentation on which this Court could reasonably rely in
accepting the proof of claim as prima facie evidence that Mr.
Frederick has a valid claim, and AWI's books and records do not
evidence or support this claim, it should be disallowed and
expunged. (Armstrong Bankruptcy News, Issue No. 42; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

ARRIS GROUP: S&P Puts Corp. & Sub Debt Ratings on Watch Negative
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating and 'B-' subordinated debt rating on Arris Group on
CreditWatch with negative implications.

"The CreditWatch listing follows the company's pre-announced
shortfall on revenues for the quarter ending June 30, 2003," said
Standard & Poor's credit analyst Joshua G. Davis.

Arris Group had $125 million of debt outstanding as of
March 30, 2003.

The cut in the revenue forecast for the June 2003 quarter, now
expected to be $100-$105 million versus the previous forecast of
$130-$140 million, follows a significant sequential decline in
revenues in the March 2003 quarter, to $91 million from $122
million in the December 2002 quarter. The revenue shortfalls
reflect significant declines in shipments of voice ports and other
equipment due to delays and cutbacks in the rollout of voice
services by cable system operators. Arris' key customers, such as
Comcast and Cox Communications, have slowed their deployment of
telephony services to their cable-subscriber customer bases due to
capital expenditure constraints and, in Comcast's case, in order
to focus on higher spending priorities such as the upgrade of the
recently acquired AT&T cable systems.

Standard & Poor's will assess the likely scope and duration of the
downturn in demand for Arris' cable telephony products and its
impact on profitability and credit protection metrics during the
rating review.

ATMI INC: Brings-In Don Lehman as Vice-President of Operations
ATMI, Inc. (Nasdaq: ATMI) announced that Don Lehman has joined
ATMI's Packaging business as Vice-President of Operations.
Mr. Lehman was most recently with Rohwedder, Inc.

"ATMI Packaging is expanding its global operations and customer
support to further improve our market-leading positions in
packaging and dispense systems for flat panel display and advanced
photoresist processes," said Dennis Brestovansky, ATMI Senior
Vice-President and General Manager of ATMI Packaging. "We are
accelerating new product introductions and enlarging our
geographic reach. To maintain our exemplary level of customer
satisfaction as we expand, we need the operational and supply-
chain expertise Don brings to ATMI."

Lehman said, "Our customers gain significant process efficiencies
by using our NOWPak(R) and SmartProbe(R) products. The closer we
get to our customers, the more value we can offer them. With
ATMI's packaging operations spanning the globe -- with operations
in North America, Europe, and Japan -- efficiency in our
operations and supply chain creates direct benefits for our
customers. Not only will I be managing these vital operations and
supply chains, but I will be developing methods to help expand our
reach and market share in new geographies."

Before joining ATMI and Rohwedder, Mr. Lehman spent several
decades working in semiconductor related industries, including as
Director of Operations at Bergquist Co.

ATMI provides specialty materials, and related equipment and
services, to the worldwide semiconductor industry. As the Source
of Semiconductor Process Efficiency, ATMI helps customers improve
wafer yields and lower operating costs. For more information,
please visit

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

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

BALLY TOTAL: S&P Rates Senior Sec. & Unsec. Facilities at B+/B
Standard & Poor's Ratings Services assigned its 'B+' rating to
Bally Total Fitness Holding Corp.'s proposed $90 million senior
secured revolving credit facility due in 2008. A 'B' rating was
assigned to the company's proposed $200 million senior unsecured
notes due in 2011.

This debt issuance will increase the company's overall interest
expense. Net proceeds are expected to be used to refinance
existing revolving credit facility and term loan both due in 2004.
At the same time, Standard & Poor's affirmed its 'B+' corporate
credit rating on the company. The outlook is stable. Chicago,
Illinois-based fitness club operator Bally had total debt
outstanding of $720 million at March 31, 2003.

"The ratings reflect Bally's high financial risk from substantial
club expansion, heavy debt and operating lease burden, and the
possible resumption of expansion activity that would reduce
discretionary cash flow," said Standard & Poor's credit analyst
Andy Liu. "These factors are offset partially by the company's
geographic diversity, large club base, good revenue stream from
ancillary service offerings, and relatively stable operating
performance in a weak economic environment," he added.

Bally is the largest health club operator and the only national
player in North America, with more than 400 clubs in the U.S. and
Canada and nearly four million members. Bally's size allows for
economies of scale, which are important given the high fixed-cost
structure of the industry. Its practice of clustering clubs
regionally is a positive, though the company still competes with
strong regional players.

Industry-wide, the new member sign-up rate at fitness clubs has
declined recently, reflecting lower consumer confidence and the
weak economic environment. However, the company's focus on
personal training and related services has helped prevent a
revenue decline. Personal training and related services have
become important sources of revenue for Bally, generating about
21% of overall revenue in 2002, up from 5% in 1998.

The company has sufficient intermediate liquidity from an undrawn
$90 million revolving credit facility. Bally does not have a
history of generating positive discretionary cash flow. However,
over the intermediate term, the company is expected to generate
some positive discretionary cash flow as it scales back expansion
and shifts its focus to improving performance of the existing club
base. Maintenance capital expenditures are modest at around 3% of
revenue and working capital usage should be low in the absence of
major acquisitions. The company has some cushion under its bank
covenants, which will begin to tighten in 2004. Maturities are
minimal in the medium term.

Bally Total Fitness' 9.875% bonds due 2007 (BFT07USR1),
DebtTraders reports, are trading at about 93 cents-on-the-dollar.
for real-time bond pricing.

BETA BRANDS LTD: Now Reorganized into a Private Company
Beta Brands Limited, a leading manufacturer of fine confectionery
and bakery products, announced on May 2, 2003, that the senior
lenders of its former parent company became the sole shareholders
of Beta Brands Limited and that Beta Brands U.S.A., Ltd. became a
wholly owned subsidiary of Beta Brands Limited. Beta Brands
Limited and Beta Brands U.S.A., Ltd are both private companies.

Beta Brands Limited also announced that it established a revolving
line of credit with a new lender to provide day-to-day operational
funds. The availability of new funds will allow Beta Brands
Limited to introduce new products, execute other strategic
initiatives and better service its customers.

The new capital structure and ownership of Beta Brands Limited and
Beta Brands U.S.A., Ltd. results in a much stronger company than
existed prior to these changes. No changes are contemplated in the
operations and management of Beta Brands Limited or Beta Brands
U.S.A., Ltd. as a result of these changes.

Beta Brands Limited has manufacturing facilities in London,
Hamilton and North York Ontario and has sales offices in London
and Hamilton, Ontario, Canada. Beta Brands U.S.A., Ltd., is
located in Chicago, Illinois U.S.A.

The Company's mandate is to become a low-cost branded and private
label manufacturer of confectionery and bakery goods. Beta Brands
Limited will expand its market share through aggressive and
innovative marketing and packaging and will continue to target the
Canadian and United States marketplaces.

Beta Brands Limited produces and distributes a full line of hard
candies, jellies, jubes, marshmallows, panned chocolates and
crackers. The Company manufactures and markets products under a
variety of strong brand names including Breath Savers(R), Beach-
Nut(R) and McCormicks(R) for the Canadian market, and Sweet
Town(R), Champagne(R), Bite-Life(R), Country Harvest(R) and
Millwheat(R) for the Canadian and United States markets.

BORDEN CHEMICALS: Court Converts BCP Finance's Case to Chapter 7
The U.S. Bankruptcy Court for the District of Delaware gave its
stamp of approval to Borden Chemicals and Plastics Operating
Limited Partnership and its debtor-affiliates' request to convert
BCP Finance's chapter 11 case to a Chapter 7 liquidation under the
Bankruptcy Code.

The Debtors relate that the Plan was not confirmed as it related
to BCP Finance.  Accordingly, BCP Finance remains as a Chapter 11
debtor in possession, with no assets and no operations.

Under section 1112(a) of the Bankruptcy Code, a debtor has the
absolute right to convert a case under Chapter 11 of the
Bankruptcy Code, without notice and a hearing, to a case under
chapter 7 of the Bankruptcy Code.

Moreover, in light of the fact that BCP Finance has no continuing
operations and no assets to administer, there is no benefit to
continuing to administer the chapter 11 estate, and conversion is
appropriate under the circumstances.  The conversion of BCP
Finance's case to a case under chapter 7 of the Bankruptcy Code
takes effect on June 16, 2003.

Under the Debtors' plan, BCP Liquidating LLC, successor in inters
to BCP, is the sole shareholder of BCP Finance. BCP Finance has no
assets, however, it requires assistance from professionals to
administer the last stages of BCP Finance Case.  Accordingly, BCP
Finance wants the Court to require BCP Liquidating LLC to pay for
valid professional fees and reimburse valid expenses incurred in
connection with the administration of the BCP Finance Case.

Borden Chemical & Plastics' 9.500% bonds due 2005 (BCPU05USR1) are
presently trading at 0.25 cents-on-the-dollar. See
real-time bond pricing.

CITADEL HILL: Fitch Affirms BB- Class B-2L Notes Rating
Fitch Ratings affirmed six classes of notes issued by Citadel Hill
2000 LTD.  These affirmations are the result of Fitch's annual
review process. The following rating actions are effective

     -- $352,733,794 class A-1L notes 'AAA';

     -- $45,000,000 class A-2L notes 'AA-';

     -- $35,000,000 class A-3L notes 'A-';

     -- $17,500,000 class B-1L notes 'BBB';

     -- $7,500,000 class B-1C 'BBB';

     -- $15,000,000 class B-2L notes 'BB-'.

Citadel Hill is a collateralized debt obligation consisting of
high yield loans, bonds and structured assets. The CDO has
retained Citadel Hill Advisors LLC as collateral manager. Fitch
has reviewed in detail the performance of Citadel Hill. In
conjunction with this review, Fitch discussed the current state of
the portfolio with the collateral manager and their portfolio
management strategy going forward.

The Citadel Hill portfolio has experienced some deterioration
since its inception in December 2000. According to the most recent
trustee report dated May 16, 2003, defaulted assets totaled $11.8
million or roughly 2.48% of the total portfolio balance. In
October 2002, the structure fell below its required class B
overcollateralization ratio of 101.50%. As a result of this
failure, interest proceeds of $2.2 million were used to reduce the
class A-1L notes balance. Citadel Hill's asset coverage improved
via the additional coverage test, which directs interest proceeds
to purchase additional collateral securities. As of the May 2003
trustee report, the ACT diverted $5.7 million of interest proceeds
over the last four quarters to purchase additional collateral

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

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

COGENT: Reaches Debt Workout Pact & Raises $41MM of New Equity
Cogent Communications Group, Inc. (Amex: COI), a Tier One, next
generation, optical Internet service provider, has reached
agreement to restructure its debt and raise $41 million in cash
equity from investors that will be used to fund the operations and
the restructuring. Over the last six months, Cogent has reduced
its total debt from a face amount of over $380 million to $27
million and extended repayment terms, with the company's first
principal payment due in 2006. The transactions are subject to
execution of final documents and certain closing conditions.

The equity financing will be provided by JVP (Jerusalem Venture
Partners), Oak Investment Partners, Worldview Technology Partners,
Broadview Capital Partners, Boulder Ventures, and Nassau Capital.
Following the transaction the investors, Cisco Capital, and
employees will own 99% of the company.

"This is an exceptional round for Cogent and its investors, as the
company has significantly outperformed the sector while greatly
limiting its debt exposure," said Erel Margalit, managing partner,
JVP. "We look forward to Cogent's continued growth as it positions
itself to take full advantage of the telecom recovery."

"Cogent continues to perform well by providing value and service
at a price per megabit that remains unmatched in the marketplace
today," said Dave Schaeffer, CEO Cogent Communications. Adding,
"Cogent remains confident and focused in our ability to continue
to provide value to customers looking for high quality, high
capacity Internet service at an affordable price."

"Cogent now has one of the strongest balance sheets in the ISP
sector," said Helen Lee, CFO Cogent Communications. "Moreover,
with this financing the Company will have sufficient funds for its
growth and operations."

Cogent's successful refinancing comes on top of several other
recent corporate milestones in 2003, including the retirement of
$107 million in subordinated debt, the lighting of Cogent's 700th
building with Internet service and the most recent acquisition of
Fiber Network Solutions, Inc. out of Ohio.

Cogent Communications (Amex: COI) is a Tier 1, facilities based,
all-optical ISP focused on delivering ultra-high speed Internet
access and transport services to businesses in the multi-tenant
marketplace and to service providers located in major metropolitan
areas across the United States and Canada. Cogent's simple product
set includes 100 Mbps or 1,000 Mbps dedicated, non-oversubscribed
bandwidth at $1,000 and $10,000 per month respectively. These
connections are delivered over Cogent's 80 Gbps backbone, making
Cogent's network the largest of its kind in the country.

The Cogent solution offers the elusive combination of higher
quality at a lower price. Technology, combined with network
ownership has made Cogent's ultra-high speed Internet access an
affordable reality for small and medium- sized businesses, as well
as a significant cost saver for the largest enterprises and
service providers.

Cogent's network consists of a dedicated nationwide multiple OC-
192 fiber backbone, multiple intra-city OC-48 fiber rings, and
optically-interfaced high-speed routers. Cogent has been
recognized as the first IP+Optical Cisco Powered Network. In April
2002, Cogent acquired the majority of the U.S. operations of
PSINet including their three data centers located in NY, LA and
Herndon, VA. As a result of the acquisition, Cogent is now
offering service in over 30 metropolitan markets with bandwidth
ranging from T1 to 1,000 Mbps as well as colocation services in
the data center locations. Cogent Communications is headquartered
at 1015 31st Street, NW, Washington, D.C. 20007. For more
information, visit

Cogent Communications' March 31, 2003 balance sheet shows that its
total current liabilities exceeded its total current assets by
about $252 million.

     Going Concern, Covenant Violation and Management's Plans

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

The Company is party to a $409 million credit facility with Cisco
Systems Capital Corporation. The credit facility with Cisco
Capital requires compliance with certain financial and operational
covenants. The Company violated the debt covenants related to
minimum net revenues for the fourth quarter of 2002, minimum net
revenues for the first quarter of 2003 and the minimum cash
reserves covenant for March 31, 2003. Accordingly, since
December 31, 2002, the Company has been in default and Cisco
Capital can accelerate the loan payments and make the outstanding
balance of approximately $262.7 million at March 31, 2003
immediately due and payable. As a result, the obligation is
recorded as a current liability in the accompanying condensed
consolidated balance sheets. The Company's fiscal 2003 business
plan contemplated borrowing an additional $25 million of working
capital under the credit facility that was to become available in
$5.0 million monthly increments from May 2003 until September
2003. Because of the default, Cisco Capital is no longer required
to, and has indicated that it will not, fund future borrowing
requests. The Company's cash and short-term investments were
approximately $17.1 million at March 31, 2003, an amount that is
substantially less than the amount outstanding under the credit

The Company is currently in negotiations with Cisco Capital to
restructure the credit facility. Discussions center around
reducing the amount of the debt and altering repayment terms in
exchange for a cash payment and preferred stock, but no agreement
has yet been reached. Such a restructuring would require the
Company to raise additional capital, which may not be available on
terms acceptable to the Company. The Company is also in
discussions with its current shareholders and other potential
investors to raise additional capital. The outcome of these
discussions is dependent upon the outcome of the Company's ability
to reach a settlement with Cisco Capital. It is likely that any
additional capital raised will only be available on terms that
will substantially dilute the current equity of the Company. There
can be no assurance that the negotiations with Cisco Capital will
result in a restructuring on terms acceptable to the Company and
its current and potential future investors or that the Company
would be able to secure additional capital. Should these
negotiations fail, the Company will be required to pursue
alternative strategies likely to include reductions in operating
costs, a reduction in the Company's expansion plans, and
potentially, the filing for bankruptcy protection. Should these
negotiations be successful and if the fair value of the
consideration exchanged for restructuring the credit facility is
less than the outstanding principal and accrued interest, the
Company will recognize a gain for this difference.

The Company has entered into account control agreements with Cisco
Capital on its cash and investment accounts. These agreements
provide Cisco Capital with a security interest in these funds and
the right to assume exclusive control over all of the Company's
cash and short-term investments. Cisco Capital has not acted on
these agreements. However, should Cisco Capital enforce its rights
under these arrangements, the Company's ability to fund operations
will become immediately dependent upon Cisco Capital's willingness
to release these funds.

The Company's consolidated financial statements have been prepared
assuming it will continue as a going concern. As described in
these condensed consolidated financial statements, the Company has
defaulted on its debt obligation to Cisco Capital and has incurred
recurring operating losses and negative cash flows from operating
activities, which raise substantial doubt about its ability to
continue as a going concern. Although the Company is in current
discussions with Cisco Capital in an effort to potentially
restructure or repurchase this debt, there can be no assurance
that these negotiations will be successful. The Company's ability
to continue as a going concern is dependent upon a number of
factors including, but not limited to, successful completion of
negotiations with Cisco Capital and an infusion of a significant
amount of capital, customer and employee retention, and its
continued ability to provide high quality services. These
condensed consolidated financial statements do not include any
adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and
classification of liabilities that might result from the outcome
of this uncertainty.

CONTINENTAL ENG'G: Seeks Approval of DIP Financing Facility
Continental Engineering & Consultants, Inc., and its debtor-
affiliates want to obtain post-petition debtor-in-possession
financing to fund their ongoing operations while in chapter 11.
The Debtors tell the U.S. Bankruptcy Court for the Northern
District of Indiana that they need to meet necessary expenses and,
without postpetition financing, they probably won't be able to.

The Debtors warn that their inability to obtain postpetition
financing may disrupt their businesses and cause irreparable harm
to their estates.  Additionally, the Debtors may be forced to shut
down some or all of the facilities that the Debtors otherwise
would continue to operate.

Accordingly, the Debtors request authority to obtain credit from
the Prepetition Lender, up to a maximum of $100,000 in the
aggregate.  As security, the Prepetition Lender will be granted a
first-priority perfected security interests in and liens on the
debtor's otherwise unencumbered assets.

The Debtors admit they owe Mercantile National Bank of Indiana,
the Prepetition Lender, a total of $2,015,134 on account of
prepetition borrowings.  The Debtors also acknowledge that the
Prepetition Obligations are secured by valid, enforceable and
properly perfected first-priority liens and mortgages on and
security interests in substantially all of the Debtors' personal
property and certain real estate.

The Final Hearing to for the Debtors' authority entering into a
postpetition credit facility is scheduled on June 30, 2003 at
10:00 a.m.

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

DebtTraders reports that Continental Airlines' 8.000% bonds due
2005 (CAL05USR1) trade around 90 to 92 cents-on-the-dollar. See
real-time bond pricing.

COTTON GINNY: Creditors Accept Plan of Compromise & Arrangement
Tabi International Corporation, formerly Cotton Ginny Limited,
announced that its Plan of Compromise and Arrangement was
overwhelmingly accepted by all its creditors, thereby allowing the
company to emerge from protection under the Companies' Creditors
Arrangement Act (CCAA) subject to a scheduled Sanction hearing
before the Ontario Superior Court of Justice on June 26, 2003.

Earlier this year, the company sold its remaining Cotton Ginny
retail locations, warehousing and Toronto head office facilities
as part of its restructuring plan. Tabi International has
continued to operate as a distinct company since April 2003, when
the company amended its name to "Tabi International Corporation."

"I would like to sincerely thank our employees, creditors and
investors for their continued support throughout this process,"
said Larry Gatien, interim president and chief executive officer
of Tabi International. "Tabi has a solid track record, including
positive financial results over the last several years. We are
looking forward to our emergence from CCAA protection as a
stronger and healthier company capable of leveraging our brand
recognition and solid market presence - including 89 retail
outlets across Canada - to drive our future success."

COUNTRY HOME BAKERS: Taps Keen Realty to Auction Pie Facility
Country Home Bakers, Inc., a debtor-in-possession, has retained
Keen Realty, LLC to auction on July 10 (auction subject to
Bankruptcy Court approval) its pie production facility at 5475
Bucknell Drive in Atlanta, GA. Keen will be selling the debtor's
101,047+/- square foot industrial facility and machinery and

"Everything will move fast," said Mike Matlat, Keen Realty's Vice
President. "This facility, with its equipment in place, is ideal
for a bakery user. We are encouraging prospective purchasers to
submit their offers immediately. If the right offers are
submitted, the property can be withdrawn from the July auction. "
Matlat added. "Additionally, once the equipment is sold, the
facility is flexible enough to accommodate many different kinds of
industrial users."

The facility was constructed in 1969 with additions and
improvements through 2001, and consists of approximately 19,000
sq. ft. of office space, 79,547 sq. ft. of manufacturing space,
and 2,500 sq. ft. of mezzanine space. The building is set on a
7.2+/- acres and has good access to all major transportation

Country Home Bakers filed for Chapter 11 protection on
February 14, 2003 in the United States Bankruptcy Court of the
District of Connecticut. Keen Realty is a real estate firm
specializing in restructuring, bankruptcy, and liquidating real
estate nationwide. For over 20 years, Keen Consultants has solved
complex problems and evaluated and sold real estate, leases and
businesses in bankruptcies, workouts and restructurings. Keen
Consultants, a leader in identifying strategic investors and
partners for businesses, has consulted with over 130 clients
nationwide, evaluated and disposed of over 200,000,000 square feet
of properties, and repositioned nearly 11,000 stores across the

Companies that Keen has advised include: Arthur Andersen, Tommy
Hilfiger, General Media International, Warnaco, Foot Locker, Just
for Feet, and FOL Liquidation Trust. Most recently Keen has sold a
distribution facility in Montgomery, NY for $23,200,000 for
Service Merchandise, raised approximately $125 million in the sale
of 110 Family Golf Center locations throughout the country, sold
two distribution facilities in Kansas City, MO for House of Lloyd,
sold Speco Corp.'s industrial facility for $1,750,000, and sold an
industrial property for Rodolitz for $8.5 million.

For more information regarding the sale of this facility for
Country Home Bakers, please contact Keen Realty, LLC, 60 Cutter
Mill Road, Suite 407, Great Neck, NY 11021, Telephone: 516-482-
2700, Fax: 516-482-5764, e-mail: Attn:
Mike Matlat. For information regarding the sale of the machinery
and equipment, contact Great American Group, 6330 Variel Avenue,
Wood Hills, CA 91367, Telephone: (818) 884-3737, Fax: (818) 884-
3561, email: Attn: Mark Weitz.

COVANTA ENERGY: U.S. Trustee Amends Creditors' Committee Members
Pursuant to Sections 1102(a) and 1102(b) of the Bankruptcy Code,
the United States Trustee for Region 2, amends the composition of
the Covanta Energy Debtors' Official Committee of Unsecured
Creditors to reflect the resignations of CRT Capital Group, LLC
and Caxton Associates, LLC and the inclusion of Prescott Group
Capital Management, LLC.

The Creditors' Committee now consists of:

    1. Federal Insurance Company
       c/o Chubb & Son
       15 Mountain View Road
       Warren, NJ 07059
       Attn:  Richard E. Towke
              V.P. and Manager
       Tel. No. 908-903-3423

       Duane, Morris & Heckscher LLP
       380 Lexington Ave.
       New York, NY 10168
       Attn: Patrick N.Z. Rona, Esq.
       Tel. No. 212-692-1035

    2. Broad Street Resources
       66 Society Street
       Charleston, SC 29401
       Attn: John J. Kruse
       Tel. No. 843-577-0878

    3. The General Electric Company
       (GE Power Systems Division)
       1 River Road
       Schenectady, NY 12345
       Attn: Anthony Walsh

       Paul, Hastings, Janofsky & Walker, LLP
       75 E. 55th Street
       New York, NY 10022
       Attn: Madlyn Gleich Primoff, Esq.
       Tel. No. 212-328-6827

    4. Pacific Enterprises Energy Management Services
       101 Ash Street
       San Diego, CA 92101
       Attn: Anthony L. Molnar

       Togut, Segal & Segal LLP
       One Penn Plaza
       New York, NY 10019
       Attn: Scott E Ratner, Esq.
       Tel. No. 212-594-5000

    5. Boiler Tube Co. of America
       506 Charlotte Highway
       Lyman, SC 29365
       Attn: John McCauley
       Tel. No. 864-439-0220 Ext.1230

       Sullivan & Worcester
       292 Madison Avenue
       New York, NY 10017
       Attn: Andrew T. Solomon, Esq.
       Tel. No. 212-213-8216

    6. Prescott Group Capital Management, L.L.C.
       1924 South Utica
       Suite #1120
       Tulsa, Oklahoma 74104-6529
       Attn:  Philip Frohlich
              Jeff Watkins
       Tel. No. (918) 747-3412

(Covanta Bankruptcy News, Issue No. 30; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

CVF TECHNOLOGIES: Ability to Continue as Going Concern Uncertain
CVF Technologies Corporation's current liabilities exceed its
current assets and the Company has incurred significant losses
over the quarter and for the past five years, which have reduced
the Company's cash reserves, and depleted stockholders' equity.
Further, the Company has contingent liabilities.  These conditions
raise substantial doubt about the Company's ability to continue in
the normal course of business as a going concern.

The Company's primary need for cash is to maintain its ability to
support the operations and ultimately the carrying values of
certain of its individual investee companies. The Company is
actively pursuing the sale of a portion of its interests in two of
its investee companies as a source of funds, and reduction of cash
flow needs. The Company will continue to assist its investee
companies in their efforts to obtain outside financing in order to
fund the growth and development of their respective businesses and
has taken steps to reduce the operating cash requirements of the
parent company and its investees. The Company is also seeking
outside investment. There is no assurance that these
initiatives will be successful or that the Company or certain of
its investees will have adequate cash resources and capital to be
able to continue as going concerns.

CVF Technologies Corporation is involved in the business of
developing and managing early and expansion stage companies
primarily engaged in the environmental technology sector. CVF's
mandate is to acquire significant holdings in new and emerging
technology companies and then to assist them in their management,
and through them to engage in their respective businesses. CVF's
current holdings include investments made in its investee
companies during the period from 1989 to the present.

Consolidated sales of CVF subsidiaries for the three months ended
March 31, 2003 amounted to $1,558,858, representing a decrease of
$857,103 (35.5%) compared to sales of $2,415,961 for the same
period in 2002. On a stand-alone basis, CVF has no sales from
operations. Sales and gross profit from sales reflect the
operations of CVF's consolidated subsidiaries only. The
consolidated subsidiaries are Biorem Technologies Inc.,
Gemprint(TM) Corporation, SRE Controls Inc., Ecoval Corporation,
and CVF Capital Management Corporation. CVF records profit and
loss using the equity method for companies in which CVF holds 50%
to 20% ownership. These companies are Petrozyme Technologies Inc.
and IMT Systems. The results of RDM Corporation and TurboSonic
Technologies Inc., companies in which CVF has less than 20%
ownership, are not included in the Company's financial statements
but CVF's investments in RDM and TurboSonic are carried at market
value on its Consolidated Balance Sheet under Holdings available
for sale, at market.

CVF's gross margin of $738,759 for the first quarter of 2003
represents an increase of $273,487 (59%) from the same period last
year. This increase is mainly due to Biorem which had $171,289
higher gross margin in the first quarter of 2003 due to higher
sales volumes. Also SRE had $128,142 higher gross margin in the
first quarter of 2003 as SRE moves to selling new higher margin
products. The change in the business arrangement at SRE with one
of its customers had an effect of increasing the gross margin
percentage as well. If this change had occurred at the beginning
of 2002 the overall gross margin percentage for the 2002 period
would have been 42.5% instead of 19.3%. Gross margin of CVF as a
percentage of sales increased to 47.4% for the first quarter of
2003 from 19.3% for the first quarter of 2002.

CVF on a consolidated basis recorded a net loss of $628,717 for
the three months ended March 31, 2003. This compares to a net loss
of $507,934 incurred in the corresponding period of 2002.


Stockholders' deficit as of March 31, 2003 amounted to $1,838,608
compared to a deficit of $966,775 at December 31, 2002. This net
increase in the deficit of $871,833 is primarily attributable to a
net loss of $628,717 which was recognized in the same period, an
increase in accumulated other comprehensive loss of $183,887
(mainly attributable to foreign exchange adjustments) and
dividends accrued during the first quarter totaling $84,229.

The current ratio of CVF at March 31, 2003 is .47 to 1, which has
decreased from .51 to 1 at December 31, 2002.  This decrease in
the current ratio is attributable primarily due to increased
accounts payable.

CVF management anticipates that over the next twelve-month period
CVF should have sufficient cash from various sources to sustain
itself. Between cash on hand, the issuance of new securities, and
the sales of a portion of its holdings in certain investee
companies, the Company expects to have enough cash to fund itself
and certain of its investee companies that are currently not
profitable. Additionally, CVF has minimal outside debt and a line
of credit could be sought.

Over the past 21 months, CVF has undertaken many initiatives to
lower the parent company's expenses. These initiatives have
included lowering the head count of its office staff as well as
the elimination of one executive position. The use of consultants
has virtually been eliminated except those consultants who have
been satisfied to receive their fee in CVF common shares. Travel
and entertainment has been significantly reduced over the last
year and will continue at the reduced level going forward. CVF
management has adopted a very aggressive cost and expenditure
controls and monitoring policy. In accordance with Nevada law and
the terms of the Series B Preferred Stock, the Company has not
paid certain dividends on its Series B Preferred shares and has
refused the demand of the holder for conversion or redemption of
such shares.

The Company no longer anticipates having to fund Gemprint or
Biorem as both are currently operating on positive cash flow,
although no assurances can be given that this trend will continue.

The Company's cash resources have been significantly depleted by
operating losses.  As at March 31, 2003 the cash reserve and other
liquid resources was $820,928. The Company has taken steps to
reduce its operating cash requirements to the range of $120,000
monthly. The primary source of cash for the Company is expected to
be from sale of a portion of its investments in it subsidiaries or
from CVF issuing additional securities. The Company has received
indications of serious interest in a portion of one of its
subsidiaries and is pursuing other opportunities to raise funds as
well from potential investors in CVF. The indications of interest
suggest that the Company could raise funds in the range of
$1,000,000 to $1,500,000 from this source over the next 6 months.
In addition, certain subsidiaries are producing a positive cash
flow and will be able to supplement other cash requirements. If
the above mentioned liquidity events do not occur, the Company
estimates that it could run out of operating cash in the second or
third quarter, if other sources of cash are not available.  The
Company will also continue to assist its investee companies in
their efforts to obtain outside financing in order to fund their
growth and development of their business plans. Certain of the
Company's financial obligations included in current liabilities
related to items that will not be paid in the near term. The
Company will carefully manage its cash payments on such

DELPHI PROPERTIES: Proposed $300-Mill. Preferreds Gets BB Rating
Standard & Poor's Ratings Services assigned its 'BB' rating to the
proposed $300 million preferred stock offering of Delphi
Properties Inc., a real estate investment trust that is a newly
created subsidiary of Delphi Corp.

At the same time, Standard & Poor's affirmed its 'BBB-' corporate
credit rating on Troy, Michigan-based Delphi, which has total debt
of about $3.7 billion, including securitized accounts receivable
and capitalized operating leases. The rating outlook is negative.

"Proceeds from the preferred stock issued will be used to pre-fund
Delphi's pension requirements, which will modestly improve the
company's liquidity and financial flexibility. Following the
completion of the proposed financing, Delphi will have completed
$900 million of its estimated $2.1 billion of pension
contributions required by 2005," stated Standard & Poor's credit
analyst Martin King.

The preferred stock issue, which Standard & Poor's gives about 50%
equity credit, also modestly strengthens the company's capital
structure. Dividends will be paid quarterly, if authorized and
declared, and will be non-cumulative. The preferred stock is
redeemable at Delphi's option after five years. Automatic exchange
into Delphi preferred stock will occur under certain conditions,
including the failure to pay dividends for two quarterly periods,
an event of default on the related mortgage notes issued by Delphi
to Delphi Properties, or the downgrade of Delphi's long-term
senior unsecured debt rating below 'BB' or 'Ba2'.

The ratings on Delphi reflect its significant scope, product
breadth, and global diversity as the world's largest independent
supplier of automotive parts, with about $27 billion in annual
revenues. These factors are partially offset by significant
customer concentration, constant price pressures, high labor costs
in North America, sizable underfunded employee benefit
obligations, and cyclical and competitive end markets.

Previously a wholly owned subsidiary of General Motors Corp. (GM),
Delphi continues to rely on GM for a significant, albeit
declining, share of its sales, about 63%. The company is pursuing
a customer diversification strategy that should result in a
gradual decline in its reliance on GM. Delphi's success in
generating additional non-GM business will depend to some extent
on its ability to improve its cost competitiveness. The company
has made important strides in reducing its cost structure and
improving flexibility by reducing high-wage U.S. employment and
shedding underperforming operations.

Softer-than-expected auto sales and production have caused the
company to reduce earnings and cash flow generation guidance for
fiscal 2003. Nevertheless, Delphi expects to remain profitable,
with net income of $375 million to $475 million, and free cash
flow is expected to remain positive, with operating cash flow
(after capital expenditures and before pension contributions) of
$1.2 billion to $1.3 billion.

Delphi has fair liquidity, provided by a $1.5 billion unused
revolving credit line expiring in June 2005; a $1.5 billion unused
revolving credit line expiring in June 2003; $755 million of cash
as of March 31, 2003; and accounts receivable factoring and
securitization facilities. The company is comfortably in
compliance with its bank financial covenants.

DIRECTV LATIN AMERICA: Court Gives Go-Ahead to Huron's Retention
The Official Committee of Unsecured Creditors of DirecTV Latin
America, LLC, sought and obtained the Court's authority to retain
Huron Consulting Group LLC as its financial advisors pursuant to
Sections 328(a) and 1103 of the Bankruptcy Code and Rule 2014(a)
of the Federal Rules of Bankruptcy Procedure, nunc pro tunc to
March 31, 2003.

As financial advisors, the Committee Huron will:

  (a) review all financial information prepared by the Debtor or
      their accountants or other financial advisors as the
      Committee requested, including, but not limited to, a
      review of the Debtor's financial statements as of the
      date of the filing of the petitions, showing in detail
      all assets and liabilities and priority and secured

  (b) monitor the Debtor's activities regarding cash
      expenditures, loan drawdowns and projected cash

  (c) attend meetings of the Committee, the Debtor, creditors,
      their attorneys and financial advisors, and federal, state
      and local tax authorities, if required;

  (d) assist, as the Committee requests, in this case with
      respect to, among other things:

      -- review of any plan of reorganization suggested or
         proposed with respect to the Debtor;

      -- review and analysis of proposed transactions for which
         the Debtor seeks Court approval;

      -- valuation and corporate finance assistance with any
         sale and portfolio valuation matters as may be

      -- preparation of a going concern sale and liquidation
         value analysis of the estate's assets;

      -- review of the Debtor's periodic operating and cash
         flow statements;

      -- any investigation that may be undertaken with respect
         to the prepetition acts, conduct, property,
         liabilities and financial conditions of the Debtor,
         including the operation of its business; and

      -- other services as the Committee or its counsel and
         Huron may mutually deem necessary.

Pursuant to Section 330(a) of the Bankruptcy Code, the Committee
and Huron have agreed that Huron will be compensated on a fixed
monthly rate.  The Parties agreed to a $165,000 monthly
compensation for April and May 2003.  The Committee and Huron will
reassess the adequacy of the $165,000 monthly fee based on the
actual time incurred and if necessary, seek Court approval to
adjust the rate for work to be performed subsequent to May 2003.

Moreover, Huron will bill:

  (a) if approved by the Committee, out-of-pocket legal fees
      and expenses incurred related to and as a result of this
      case; and

  (b) fees associated with administration of filings and
      reporting required by the Bankruptcy Court related to the
      Committee's retention of Huron. (DirecTV Latin America
      Bankruptcy News, Issue No. 8; Bankruptcy Creditors' Service,
      Inc., 609/392-0900)

DOBSON COMMS: Declares Cash Dividend on 12-1/4% Preferred Shares
Dobson Communications Corporation (Nasdaq:DCEL) declared a cash
dividend on its outstanding 12-1/4% Senior Exchangeable Preferred
Stock (CUSIP 256072 30 7 and CUSIP 256069 30 3). The dividend will
be payable on July 15, 2003 to holders of record at the close of
business on July 1, 2003.

Holders of shares of 12-1/4% Senior Exchangeable Preferred Stock
will receive a cash payment of $30.625 per share held on the
record date. The cash dividend covers the period from April 15,
2003 through July 14, 2003. The dividends have an annual rate of
12-1/4% on the $1,000 per share liquidation preference value of
the preferred stock.

Dobson Communications is a leading provider of wireless phone
services to rural markets in the United States. Headquartered in
Oklahoma City, the Company owns or manages wireless operations in
16 states. For additional information on the Company and its
operations, visit its Web site at

                        *   *   *

As previously reported, Standard & Poor's Ratings Services lowered
its corporate credit ratings on cellular service provider Dobson
Communications Corp., and its subsidiary, Dobson Operating Co.
LLC, to 'B' from 'B+' due to the impact of lower roaming yield on
revenue growth, lower net customer additions compared with
guidance for full-year 2002, and overall slower industry growth.
Standard & Poor's also placed the ratings on CreditWatch with
negative implications reflecting the uncertainty related to the
Dobson family loan with Bank of America which matures on March 31,
2003, unless extended.

Simultaneously, Standard & Poor's lowered its corporate credit
rating on American Cellular Corp., a joint venture between Dobson
Communications and AT&T Wireless Services, to 'CC' from 'CCC-' due
to the potential for debt restructuring in the near term. The
rating remains on CreditWatch with negative implications, where it
was placed on April 5, 2002.

EASTERN PULP & PAPER: Implementing 7.5% Wage Cut on June 30
Hourly employees at Eastern Paper's two papermaking centers in
Maine will have their wages reduced 7.5% effective June 30. It is
latest of a series of cost-cutting measures this month that the
company says will restore financial health and strengthen its
ability to meet customer needs.

The wage reductions were ordered late Wednesday afternoon by U.S.
Bankruptcy Chief Judge James B. Haines, Jr., in Portland, Maine.
Eastern Paper produces commercial printing papers, fine tissues
and specialty technical papers.

"This is a huge step toward exiting from Chapter 11 bankruptcy
protection," said Joseph H. Torras, Sr., CEO and chairman of
parent company, Eastern Pulp & Paper Corp. "These are difficult
times and this help from all of our employees is extremely

"We're confident our business is now in a position to be
financially very sound," Torras added.

The 7.5% reduction affects 555 unionized workers at the company's
Lincoln and Brewer, Maine, mills. In Lincoln, the workers'
contract has another year to go and features a 4% pay hike
scheduled for next year. In Brewer, the contract expires in
November 2003. Negotiations for a new contract there are expected
to begin later this summer.

The wage reductions follow several other steps taken in the last
month intended to help the papermaker emerge from Chapter 11. The
company reduced more than 150 jobs at its two mills, eliminated
underused papermaking capacity and improved the efficiency of its
operations. It also instituted a 7.5% pay cut for non-exempt
salaried employees companywide.

Eastern Pulp & Paper Corp. is one of the largest privately owned,
fully integrated pulp and paper manufacturers in North America. It
is also one of the most environmentally advanced, with nearly $100
million in upgrades at its flagship pulp and papermaking center
over the last decade.

Eastern Paper produces the Eastern Digital line of papers
including inspire, eColor, eCover, Docupaque as well as Pristine
High Yield products for commercial printers. It also produces
silicone release liners for specialty pressure sensitive
applications and deep-dyed Hi-Ply tissues for fine napkin
printers. Its other tissue products are made for converters who
sell directly to medical supply companies and mass-market

EMAGIN CORP: Stockholders to Convene on July 2 in New York
The 2002 and 2003 Annual Meetings of Stockholders of eMagin
Corporation will be held at the Board Room of the American Stock
Exchange, 86 Trinity Place, New York, New York, on Monday,
July 2, 2003, beginning at 11:00 a.m. local time:

          1. To elect 3 directors to the Company's Board of
             Directors, to hold office until their successors are
             elected and qualified or until their earlier
             resignation or removal (Proposal No. 1);

          2. To amend the Company's Certificate of Incorporation
             to increase the authorized amount of capital stock
             from 100,000,000 shares to 200,000,000 shares
             (Proposal No. 2);

          3. To authorize the Board of Directors, in its
             discretion, to amend the Certificate of Incorporation
             to effect a one-for-ten reverse stock split without
             further approval from the stockholders (Proposal No.

          4. To adopt eMagin's 2003 Stock Option Plan (Proposal
             No. 4)

          5. To ratify the appointment of Grant Thornton LLP as
             the Company's independent accountants for fiscal
             years 2002 and 2003 (Proposal No. 5); and

          6. To transact such other business as may properly come
             before the Annual Meeting and any adjournment or
             postponement thereof.

The Company is advising shareholders that due to the significance
of these proposals to the Company and its shareholders, it is
vital that every shareholder votes at the Annual Meeting in person
or by proxy.

If a person was a stockholder of record of eMagin common stock
(AMEX: EMA) on May 28, 2003, the record date for the Annual
Meeting, those persons are entitled to vote at the meeting and any
postponements or adjournments of the meeting.  Admission to the
Annual Meeting will be by ticket only. Registration will begin at
10:00 a.m., and seating will begin at 10:30 a.m. Stockholders
holding stock in brokerage accounts  will need to bring a copy of
a brokerage statement reflecting stock ownership as of the record
date. Cameras, recording devices, and other electronic devices
will not be permitted at the meeting.

eMagin Corporation's March 31, 2003 balance sheet shows a
working capital deficit of about $15 million, and a total
shareholders' equity deficit of about $15 million.

ENGAGE INC: Case Summary & Largest Unsecured Creditors
Lead Debtor: Engage, Inc.
             100 Brickstone Square
             Andover, Massachusetts 01810

Bankruptcy Case No.: 03-43655

Debtor affiliates filing separate chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        MediaBridge Technologies, Inc.             03-43656
        AdSmart Corp.                              03-43657
        Flycast Communications Corp.               03-43659
        AdKnowledge, Inc.                          03-43661
        Internet Profiles Corp.                    03-43662

Type of Business: Engage sells software that enables publishers,
                  advertisers and merchants to streamline the
                  creation, approval, production and re-purposing
                  of advertising and other marketing material.

Chapter 11 Petition Date: June 19, 2003

Court: District of Massachusetts (Worcester)

Judge: Joel B. Rosenthal

Debtors' Counsel: Kevin J. Walsh, Esq.
                  Mintz Kevin Cohn Ferris Glovsky & Popeo, PC
                  One Financial Center
                  Boston, MA 02111
                  Tel: 617-542-6000

Total Assets: $52,113,000

Total Debts: $16,593,000

A. Engage Inc.'s 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
CMGI, Inc.                  Loan                       Unknown

Oracle Corporation          Trade Debt                $232,249

Ropes & Gray                Trade Debt                $134,919

Nagog Park Investors LLC    Property Lease            $100,979

KPMG LLP                    Property Lease             $73,000

Bearing Point               Trade Debt                 $69,486

Phoenix Leasing, Inc.       Trade Debt                 $63,267

Demeo & Associates          Trade Debt                 $61,854

Tadpole Computer, Inc.      Trade Debt                 $47,140

Majesco Software, Inc.      Trade Debt                 $38,348

Bowne of Boston, Inc.       Trade Debt                 $37,863

Plainview, Inc.             Trade Debt                 $37,519

AMR Research, Inc.          Trade Debt                 $28,250

Focus Technology Solutions  Trade Debt                 $27,729

Palmer & Dodge LLP          Trade Debt                 $26,486

Borland Software Corp.      Trade Debt                 $25,992

Adobe Systems Inc.          Trade Debt                 $15,740

Montgomery Research, Inc.   Trade Debt                 $15,000

Hale and Dorr LLP           Trade Debt                 $14,575

B. MediaBridge Tech.'s Largest Unsecured Creditor:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Texas Comptroller of Public Franchise Tax              Unknown

C. Adsmart Corp.'s 2 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
State of Illinois           Franchise Tax              Unknown

NYC Dept. of Finance        Rent Tax                   $71,420

D. Flycast Communications' 2 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
City of San Francisco       Property Tax               $93,511

Texas Comptroller           Franchise Tax              Unknown

E. AdKnowledge' Largest Unsecured Creditor:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
County of Santa Clara       Property Tax               $51,593

F. Internet Profiles' Largest Unsecured Creditor:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
City of San Francisco       City Employee Tax          Unknown

ENRON: Says Grynberg's $10.6BB Claim Has No Evidentiary Basis
Melanie Gray, Esq., at Weil, Gotshal & Manges LLP, in New York,
relates that on January 8, 2002, Jack J. Grynberg, on behalf of
the United States of America, filed Claim No. 38300 asserting an
unsecured claim for $10,590,000,000.  However, Enron Corporation
and its debtor-affiliates have determined that the documents
attached to the Claim and the Debtors' books and records cannot
substantiate the Claim.

Accordingly, the Debtors object to Claim No. 38300 due to
insufficient evidence in the proof of claim to support the claim
amount.  If Mr. Gynberg cannot produce evidence to corroborate
the claim amount against Enron Corp., the Debtors ask the Court
to disallow and expunge the Claim in its entirety.

The Debtors reserve their rights to object to the Claim on other
grounds at a later date if this objection is not sustained.
(Enron Bankruptcy News, Issue No. 70; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

ENVOY COMMS: Initiates Appeal of Nasdaq's Delisting Notice
Envoy Communications Group Inc. (NASDAQ: ECGI;TSX: ECG), announced
that it 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

                            *   *   *

               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

"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."

FLEMING COS: Committee Signs-Up Compass SRP as Investment Banker
The Official Committee of Unsecured Creditors needs the services
of an investment banker to assist them in Fleming Companies, Inc.
and its debtor-affiliates' Chapter 11 cases.

The Committee has chosen Compass SRP Associates, LLP as its
financial advisors and investment bankers to:

    (a) review and analyze the Debtors' business operations
        including historical financial results and future
        projections and assist the Committee in assessing the
        Debtors' business, operating and financial strategies;

    (b) provide a financial valuation of the Debtors' ongoing
        operations and;

    (c) review and analyze the financial and economic rights and
        interests of the Debtors' various security holders and

    (d) advise the Committee with respect to the strategic options
        available for achieving a reorganization plan, sale of
        the assets, sale of the business or any or all of its

    (e) analyze and value securities and other assets proposed to
        be distributed to unsecured creditors and other classes
        of creditors or claimants under reorganization plan
        proposals, including the estimated trading value of

    (f) assist the Committee in negotiating the terms of a plan of
        reorganization including, as may be necessary, developing,
        evaluating, proposing and negotiating financial settlement

    (g) in cooperation with the Committee's other professional
        advisors, assist and represent the Committee in
        negotiating a final reorganization plan with the Debtors
        and other parties-in-interest and third parties; and

    (h) as may be necessary, act as the Committee's expert witness
        in Bankruptcy Court with respect to the value of the
        Debtors' going concern or enterprise values, the value of
        securities or other assets to be distributed to creditors
        and others in connection with a reorganization plan or
        a sale, or other issues relating to a proposed
        reorganization plan or sale.

The Committee selected Compass because of the firm's diverse
experience and extensive knowledge in the fields of investment
banking and bankruptcy.  The firm has considerable experience
with rendering similar services to committees and other parties
in numerous Chapter 11 cases.

For its services, Compass will be entitled to:

    (a) financial advisory fees payable in cash:

        (1) $50,000 for the period April 21, 2003 to April 30,
            2003; and

        (2) $150,000 for each full or partial calendar month
            commencing May 1, 2003.

    (b) an incentive fee payable in cash and equal to 1% of the
        total consideration distributed to the unsecured

The Incentive Fee will be reduced by an amount equal to 1/3 of
the advisory fees paid or payable to Compass for the period
beginning November 1, 2003, provided, however that in no event
will the reduction exceed the Incentive Fee.

Harvey L. Tepner, a Managing Director of Compass, assures the
Court that his firm has no adverse interest in the Debtors'
estates or their creditors.  Compass is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code.
(Fleming Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

DebtTraders says that Fleming Companies Inc.'s 10.625% bonds due
2007 (FLM07USR1) trade at 0.125 to 0.625 cents-on-the-dollar. Go
for real-time bond pricing.

GEMSTAR-TV: Responds to SEC Filing Civil Charges vs. Ex-Execs.
Gemstar-TV Guide International, Inc. (NASDAQ:GMST) issued the
following statement in response to the SEC filing civil charges
against Henry Yuen, the Company's former CEO, and Elsie Leung, the
Company's former CFO.

    The current management of Gemstar-TV Guide has, and continues
    to, cooperate fully with the SEC's investigation. The Company
    completed a management and corporate governance restructuring
    in November 2002. The Company believes that it has resolved
    its past accounting issues, and has taken significant steps
    towards the resolution of associated regulatory issues.

    In March, Dr. Yuen and Ms. Lueng were terminated by Gemstar-TV
    Guide for cause. Dr. Yuen and Ms. Lueng do not currently serve
    in any capacity related to Gemstar-TV Guide. The termination
    fees payable to Dr. Yuen and Ms. Leung under restructuring
    agreements reached in 2002 continue to be held by the Company
    in a segregated account. Those funds are being held under
    court order pursuant to Section 1103 of the Sarbanes-Oxley

Gemstar-TV Guide International, Inc., is a leading media and
technology company focused on consumer television guidance and
home entertainment. The Company's businesses include: television
media and publishing properties; interactive program guide
services and products; and technology and intellectual property
licensing. Additional information about the Company can be found

As reported in Troubled Company Reporter's June 10, 2003 edition,
Standard & Poor's Ratings Services lowered its corporate credit
and bank loan ratings on Gemstar-TV Guide International Inc., to
'BB-' from 'BB' due to escalating business risk, potential
management instability, and revenue recognition policy concerns.

At the same time, Standard & Poor's removed the ratings from
CreditWatch where they were placed on Aug. 15, 2002. The outlook
is stable. Hollywood, California-based TV programming guide
company Gemstar had about $233.2 million of debt outstanding on
March 31, 2003.

GENUITY INC: Seeks Court Approval for Claims Objection Protocol
Genuity Inc. and its debtor-affiliates seek the Court's authority
to implement procedures related to objections to proofs of claim,
notifying claimants of objections, and settling objections on
limited notice. The Debtors also ask that the settlement
procedures be immediately applicable to pending claims objections.

Erin T. Fontana, Esq., at Ropes & Gray, in Boston, Massachusetts,
explains that the Debtors propose to implement the procedures to
facilitate the claims administration process and to ensure the
efficient, cost-effective notification and settlement of
objections to proofs of claim.  Given the large number of proofs
of claim filed in these cases, the Debtors submit that the
Procedures are both necessary and appropriate for the efficient
administration of claims and objections.

The Debtors will be authorized, but not required, to file
objections to proofs of claim on an omnibus basis.  Each
objection will be numbered sequentially and state the category
which forms the primary basis for the objection in its title.

The Objections will be filed pursuant to Rule 9074-1(c) of the
Local Bankruptcy Rules and in accordance with the procedures
delineated in the Notice of Presentment, which will be filed
contemporaneously with each Objection.  The Notice will include:

    A. The date by which any responses to the Objection must be

    B. A statement that an order approving the relief requested in
       the Objection may be entered and a hearing will not be held
       on any of the proofs of claim that are the subject of the
       Objection if no Response to the Objection is filed on or
       before the Response Deadline;

    C. A statement that if a Response is timely filed, the
       Objection will be heard, if necessary, on the date of the
       next Omnibus Hearing that is at least seven calendar days
       from the Response Deadline, unless further adjourned by
       the parties' agreement or by the Court's request;

    D. A list of all of the Omnibus Hearing dates scheduled at the
       time the Objection is served;

    E. A statement that the objecting party will provide the Court
       with a proposed order, on a disk and in hard copy, as soon
       as practicable after the Response Deadline.  The Order will

       a. if no Response is filed, the Order will grant the
          relief requested in the Objection;

       b. if a Response is filed or if no Response is filed but
          the objecting party is granted an extension of the
          Response Deadline, the Order will indicate a hearing
          date on which the Objection will be heard; and

       c. where a Response is filed and the Objection is resolved
          in accordance with the Settlement Procedures, the Order
          will indicate that the claim was settled; and

    F. A statement that Responses will be filed with the
       Bankruptcy Court electronically in accordance with General
       Order M-182, by registered users of the Bankruptcy Court's
       case filing system and, by all other parties-in-interest,
       on a 3.5-inch disk, preferably in Portable Document Format
       (PDF), WordPerfect or any other Windows-based word
       processing format, and will be served in accordance with
       the Bankruptcy Court's Case Management and Administrative
       Procedures Order dated December 2, 2002, on:

         (i) the Debtors, 225 Presidential Way, Woburn, MA 01801,
             Attn: Mark P. Hileman;

        (ii) Ropes & Gray, Attorneys for Debtors, One
             International Place, Boston, Massachusetts 02110,
             Attn: Don S. DeAmicis, Esq.;

       (iii) the Office of the United States Trustee, 33 Whitehall
             Street, 21st Floor, New York, New York 10004, Attn:
             Brian Masumoto, Esq.;

        (iv) Kramer Levin Naftalis & Frankel, LLP, counsel for the
             Official Committee of Unsecured Creditors, 919 Third
             Avenue, New York, New York 10022, Attn: David
             Feldman, Esq.;

         (v) Shearman & Sterling, counsel to JP Morgan Chase Bank,
             Administrative Agent under the Amended and Restated
             Credit Agreement dated September 24, 2001, 599
             Lexington Avenue, New York, New York 10022, Attn:
             Amanda Gallagher, Esq.; and

        (vi) Debevoise & Plimpton, counsel to Verizon
             Communications Inc., 919 Third Avenue, New York, NY
             10022, Attn: James B. Roberts, Esq.

The Debtors will serve the Notice via first class mail,
facsimile, or by hand delivery, to:

      (i) each claimant whose proof of claim is objected to
          pursuant to the Objection;

     (ii) the U.S. Trustee;

    (iii) counsel to the Creditors' Committee;

     (iv) counsel to JP Morgan Chase Bank, Administrative Agent
          under the Amended and Restated Credit Agreement dated
          September 24, 2001;

      (v) counsel to Verizon Communications Inc.; and

     (vi) solely with respect to settlements of claims for
          rejection damages with respect to "Excluded Contracts"
          as defined in the Asset Purchase Agreement between the
          Debtors and Level 3 Communications LLC, to counsel to
          Level 3.

If the Debtors object to a claim and the Objection is resolved
between the parties, the parties may enter into a settlement
agreement for the sole purpose of resolving the allowed amount,
the priority of the claim, and the amount of the claim that is a
secured claim without the need to obtain Court approval.  The
Debtors will provide notice of the Settlement, and the Notice
Parties may object to any proposed Settlement:

    A. The Debtors will give notice via e-mail, facsimile, or
       overnight delivery service of each Settlement to the Notice

    B. The Settlement Notice will reference the relevant proof of
       claim and the Debtors' objection, and describe the terms of
       the proposed Settlement;

    C. The Notice Parties will have 10 calendar days from the
       date on which the Settlement Notice is sent to object to
       the proposed Settlement.  All objections will be in writing
       and delivered to Genuity Inc., 225 Presidential Way,
       Woburn, MA 01801, Attn: Mark P. Hileman, and Debtors'
       counsel, Ropes & Gray, One International Place, Boston, MA
       02110, Attn: Don S. DeAmicis.  These objections need not be
       filed with the Court;

    D. If no written objection to a proposed Settlement is timely
       received by Genuity Inc. and Ropes & Gray within the 10-day
       period, the Debtors will be authorized to enter into the
       Settlement and to file a Notice of Allowance.  The Notice
       of Allowance will describe the claim to be allowed and the
       amount and priority of the allowance, and have the effect
       of a final order of the Bankruptcy Court allowing the claim
       as a compromise.  The Allowed Claim may only be changed
       after proper motion for reconsideration, if granted;

    E. If any Notice Party timely submits a written objection to a
       proposed Settlement, then the Debtors may seek approval of
       the Settlement pursuant to Rule 9019 of the Federal Rules
       of Bankruptcy Procedure, provided that after the Effective
       Date of the Plan, the Debtors may also seek to settle
       Objections to claims in accordance with any settlement
       procedures; and

    F. The Debtors will provide notice of the Settlement Motion
       only to the Notice Parties, and the motion will be
       scheduled for the next Omnibus Hearing that is at least 14
       calendar days from the date of service of the Settlement
       Motion, unless further adjourned by the parties' agreement
       or by the Court's request.

Nothing will prevent the Debtors, in their sole discretion, from
seeking the Court's approval at any time of any proposed
Settlement after notice and a hearing.

The Settlement Procedures will not apply to any claims filed by:

    a) J.P. Morgan Chase Bank, as Administrative Agent under the
       Amended and Restated Credit Agreement dated September 24,

    b) any "Lenders" under the Credit Agreement;

    c) Verizon Communications Inc. and its affiliates;

    d) members of the Creditors' Committee and their affiliates;

    e) estate employees; and

    f) professionals retained by the Debtors other than ordinary-
       course professionals.

No later than two business days prior to each Omnibus Hearing,
the Debtors will file a notice with the Court listing all
Settlements entered into since the date of the last Omnibus

Ms. Fontana informs the Court that more than 5,300 proofs of
claim have been filed in these Chapter 11 cases, and the Debtors
expect that numerous Objections will be filed.  Given the large
number of claims and potential Objections, the Debtors believe
that the Procedures are both necessary and appropriate.  The
Procedures will provide an efficient, cost-effective mechanism
for the resolution of claims.  The Procedures will also enable
the Debtors to object to claims without the expense and burden of
attending a hearing on every Objection, and settle Objections to
claims without the expense and burden of providing notice and
seeking court approval of every proposed Settlement.  While the
Procedures will allow the Debtors to settle claims disputes
without seeking Court approval, Ms. Fontana contends that the
Procedures will also protect parties-in-interest by providing
them with notice of, and an opportunity to object to, all
Objections and proposed Settlements.  To the extent that a party-
in-interest objects to the proposed Settlement of a claims
dispute, the Procedures will protect that party by requiring the
Debtors to seek court approval of the Settlement.  Given that the
Debtors have sold substantially all of their assets and are now
in the process of liquidating their remaining assets for
distribution to their creditors, the Debtors submit that the
anticipated reduction in administrative costs associated with the
Procedures with not only benefit the Debtors, but their creditors
as well.

The Debtors submit that the Procedures are necessary and
appropriate for the efficient administration of their estates,
that good cause exists for the Court to grant their request, and
that the Procedures should therefore be approved.  Bankruptcy
Courts in this District have approved similar procedures in other
large telecommunications cases, such as In re Global Crossing,
Inc., Bankr. S.D.N.Y. 02-40188 (REG) (permitting claims
objections on presentment and settlement with notice only to
creditors committee).  The proposed notice is broader than the
limited notice approved in Global Crossing. (Genuity Bankruptcy
News, Issue No. 13; Bankruptcy Creditors' Service, Inc., 609/392-

GROUP MANAGEMENT: Implementing 90-Day Plan for Corporate Growth
Group Management Corp. (OTC BB: GPMT) announced the implementation
of a 90-day plan for corporate growth. The 90-day plan includes
fund raising to liquidate a substantial portion of its outstanding
debts; a new management team; a new board of directors; new joint
ventures with several strategic partners.

                      New Management Team

GPMT is currently seeking to locate talented managers to add to
its management team. To facilitate the hiring and compensation of
the new management team, GPMT and its legal counsel are drafting
the necessary job descriptions for the positions it will seek to
fill and designing a performance based compensation plan.

                         Joint Ventures

GPMT is actively seeking to enter into joint ventures with parties
in the entertainment industry. The content and programming
creation segments of the entertainment industry are still the
areas GPMT is seeking joint venture partners. GPMT's strategic
partner, Kadalak Entertainment Group, Inc. has filed the FormSB-1
to raise $3.5million to fund its business plan.

                        Debt Liquidation

GPMT's long-term plan is to retire all of its outstanding debt and
be completely debt free. Current management and legal counsel are
exploring several methods whereby GPMT can obtain the resources to
reduce its debt level.

                          Fund Raising

Group Management is embarking on an aggressive fund raising effort
to raise money to fund its business plan. The fund raising
includes a registered offering and short term debt financing.

Once these new methods are introduced, GPMT will be in a better
position to move forward on it agenda.

                         *     *     *

As reported in Troubled Company Reporter's May 23, 2003 edition,
Group Management Corporation's independent accountant included an
explanatory paragraph in their report, stating that the audited
financial statements of Group Management Corp. for the year ending
December 31, 2002 have been prepared assuming the company will
continue as a going concern. They note that the Company's
continued existence is dependent upon its ability to generate
sufficient cash flows from operations to support its daily
operations as well as provide sufficient resources to retire
existing liabilities and obligations on a timely basis.  The
Company has continued losses from operations, negative cash flow
and liquidity problems.  These conditions raise substantial doubt
about its ability to continue as a going concern.

Group Management has been able to continue based upon its service
providers accepting shares of Company common stock as
compensation.   However, there can be no assurances its service
providers will continue to accept the common stock as
compensation.  If the services providers refuse to accept its
common stock as compensation, this could have a negative affect on
the Company's ability to continue as a going concern. Management
believes that actions presently being taken to revise operating
and financial requirements provide the opportunity for the Company
to continue as a going concern.

At March 31, 2003, the Company's current assets were $0.0, while
its current liabilities were $1,100,000. Total current liabilities
consists of $1,100,000 in notes payable.

If the Company is not able to obtain alternative financing and the
note holders are successful in their action to collect on the
notes, IVG would be unable to make payment in full on the notes
and would consider all strategic alternatives available to it,
possibly including a bankruptcy, insolvency, reorganization or
liquidation proceeding or other proceeding under bankruptcy law,
or laws providing for relief of debtors. It is also possible that
one of these types of proceedings could be instituted against the

HOLIDAY RV: Stephen Adams Agrees to Convert Debt into Equity
Holiday RV Superstores, Inc. (Nasdaq: RVEE.PK) announced that on
June 12, 2003, in accordance with its Board of Directors
resolution adopted on June 6, 2003, the Company issued 15,000,000
shares of the Company's common stock to its majority stockholder
and senior lender, Stephen Adams and his affiliates.  The shares
of the Company's common stock were issued pursuant to Adams'
request that the Company convert $150,000 in principal and
$150,000 in accrued but unpaid interest owing under an outstanding
convertible promissory note due from the Company, which was
executed on March 20, 2002 and ratified by the Company's
stockholders at the Company's annual stockholders' meeting which
was held in June 2002. The conversion price was $0.02 per share,
which was the quoted trading price per share on February 26, 2003,
the date immediately preceding the date on which the notice to
convert was given to the Company and which under the terms of the
Note and related loan documents determines the conversion price.
Upon the issuance of the shares of the Company's common stock to
Adams, Adams' ownership of the Company's common stock increased
from approximately 71 percent to more than 90 percent.  With the
increase of Adams' ownership interest to over 90 percent, Adams
would now be able to effect a "short form" merger in which the
shares of common stock not owned by Adams could be acquired in
exchange for consideration solely determined by Adams (subject
only to dissenters' appraisal rights under Delaware corporate law)
at Adams' discretion.

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

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

HUNTSMAN ADVANCED: S&P Assigns Low-B Level Credit Ratings
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Huntsman Advanced Materials LLC (Huntsman AM) and
its 'B' rating to the company's proposed $345 million of senior
secured notes due 2008 based on preliminary terms and conditions.
The outlook is stable.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit ratings on HMP Equity Holdings Corp. and its affiliates,
Huntsman International Holdings LLC and Huntsman LLC. The outlooks
on HMP, Huntsman LLC, and Huntsman International are stable.

Huntsman AM is a majority-owned, indirect subsidiary of Huntsman
Holdings LLC, a recently established holding company with existing
chemical operations conducted through two primary subsidiaries,
Huntsman International Holdings and Huntsman LLC. On a
consolidated basis, Huntsman Holdings will generate annual sales
of more than $8 billion, ranking the company among the larger
chemical companies based in North America.

Huntsman AM was formed to hold the businesses that encompass
Vantico Group S.A. In April 2003, Vantico reached a binding
agreement with certain of its bondholders on the terms of a debt
for equity swap and recapitalization. MatlinPatterson Global
Opportunities Partners, a partner with the Hunstman family in
Huntsman Holdings LLC, will acquire a majority stake in Vantico
and contribute that stake to Huntsman Holdings.

Pro forma for the transactions, Huntsman AM will be a Salt Lake
City, Utah-based manufacturer of epoxy resins, related specialty
chemicals, downstream formulations and adhesives with sales of
about $1 billion and debt of about $350 million.

"The initial ratings on privately held Huntsman AM reflect a below
average business position as the third-largest worldwide producer
of base and advanced epoxy resins, as well as the company's
leading niche positions in related curing agents, resin additives,
epoxy-formulated products and adhesives. However, the company's
business profile is more than offset by a very aggressive
financial risk profile," said Standard & Poor's credit analyst
Peter Kelly.

INSITE VISION: Continues Interim Financing Negotiations
InSite Vision Incorporated (Amex: ISV) -- an ophthalmic
therapeutics, diagnostics and drug-delivery company -- continues
interim financing negotiations and has executed a second term
sheet to raise $1.5 million.  The Company further announced that
it has discontinued financing discussions with Xmark Funds.

"We have negotiated a term sheet with another funding source and
are actively pursuing this opportunity," said S. Kumar
Chandrasekaran, InSite Vision's chief executive officer.  "We are
simultaneously making progress in licensing agreement and
alternative financing discussions to support our longer term

If completed, the proceeds of a financing will be used to fund
InSite Vision's general working capital requirements while the
Company pursues a licensing agreement or alternative financing.
The closing of a financing is subject to negotiation of definitive
legal documents and obtaining all applicable consents.  There can
be no assurance that InSite Vision will be able to close this
interim financing.

InSite Vision also announced that Xmark Funds filed a complaint
against InSite Vision seeking monetary relief and alleging that
InSite Vision breached the terms of the term sheet by not
accepting an investment from Xmark Funds. InSite Vision believes
that this claim is without merit and intends to vigorously defend

InSite Vision is an ophthalmic products company focused on
glaucoma, ocular infections and retinal diseases.  In the area of
glaucoma, the Company conducts genomic research using TIGR and
other genes.  A portion of this research has been incorporated
into the Company's OcuGene(R) glaucoma genetic test for disease
management, as well as ISV-205, its novel glaucoma therapeutic.
ISV-205 uses InSite Vision's proprietary DuraSite(R)
drug-delivery technology, which also is incorporated into the
ocular infection products ISV-401 and ISV-403, and InSite Vision's
retinal disease program. Additional information can be found at

InSite Vision Inc.'s March 31, 2003 balance sheet shows a total
shareholders' equity deficit of about $700,000.

INTERLINK BIOTECHNOLOGIES: Initiates Asset Liquidation Process
InterLink Biotechnologies has decided to liquidate the assets of
the company due to difficulties encountered in securing a suitable
merger partner to allow the company to continue to expand its
technology platform in drug discovery derived from natural
products. The company plans to cease operations by August 31, 2003
but will coordinate the timing of the cessation and liquidation in
an effort to honor its contractual obligations with its present

ILB has built substantial capabilities in the field of natural
products drug discovery. The assets associated with these
capabilities include a screening ready library of pre-qualified,
pre-fractionated natural products extracts and its supporting
assets and know-how. The supporting assets include a microbial
collection of approximately 65,000 diverse fungal, actinomycete
and bacterial isolates and 33,000 environmental samples from all
over the world that are used as a source of microbial isolates.
Most of the environmental collection is not encumbered by the Rio
Convention of Biological Diversity. In addition to the assets
described above, the company has state of the art laboratory
equipment including a mass spectrometer (MALDI-TOF), preparative
and analytical HPLC's and microbiology equipment. The company
assets are located in the company laboratory facilities in Auburn,
CA near Sacramento.

Interested parties in acquiring all or part of the company assets
should contact ILB's Chief Scientific Officer, Dr. Nicholas P.
Everett who will provide a detailed list of the assets to parties
interested in submitting a bid. The company plans to complete the
bidding process no later than August 15, 2003. Dr. Everett's
contact information is as follows:

          Dr. Nicholas P. Everett

          Telephone: 530-889-8833
          Fax: 530-889-8824

Interlink Biotechnologies LLC is focused on accessing global
microbial genetic diversity by using its technology platform based
on microbiology expertise and cutting-edge analytical tools to
intelligently and efficiently discover novel drug leads and other
molecules. With offices in Princeton, New Jersey and Research and
Development facilities in Auburn, California, the Company has
served pharmaceutical and biotechnology companies to outsource
major portions of discovery research through risk-sharing

ISLE OF CAPRI: Fiscal Q4 Earnings Enter Positive Zone
Isle of Capri Casinos, Inc. (Nasdaq: ISLE) reported financial
results for the fourth quarter and fiscal year ended April 27,
2003.  For the fourth quarter, the company reported net income of
$18.2 million compared to a net loss of $22.0 million for the same
quarter last year.  Net income for the quarter ended April 27,
2003 includes a valuation charge of $1.3 million, net of income
taxes, that relates to a reserve for a loss on an investment.

The prior year's fourth quarter net loss included a valuation
charge of $39.9 million, net of income taxes, that related
primarily to the impairment of the Isle-Tunica and the Lady Luck-
Las Vegas properties and extraordinary items in the amount of $1.9
million, net of taxes, related to the extinguishment of a portion
of the company's senior credit facility.  During the fourth
quarter ended April 27, 2003, Isle of Capri Casinos had net
revenues of $275.9 million, compared to $299.7 million for the
same period in fiscal 2002 and Adjusted EBITDA of $73.6 million,
compared to $73.5 million for the same period in fiscal 2002.

For the fiscal year ended April 27, 2003, Isle of Capri Casinos
reported net income of $45.6 million compared to a net loss of
$35,000 or $0.001 per diluted common share for the fiscal year
ended April 28, 2002.  Net income for the fiscal year ended
April 27, 2003, includes a valuation charge of $1.3 million, net
of income taxes, that relates to a reserve for a loss on an
investment.  The prior year's net loss included a valuation charge
of $39.9 million, net of income taxes, that related primarily to
the impairment of the Isle-Tunica and the Lady Luck-Las Vegas
properties; preopening expenses of $2.5 million, net of income
taxes, that related to the opening of the Isle-Boonville on
December 6, 2001; and extraordinary items in the amount of $4.3
million, net of income taxes, related to the extinguishment of a
portion of the company's senior credit facility.  Net revenues for
fiscal 2003 were $1.07 billion, down from $1.09 billion for the
comparable period in the previous year.  Adjusted EBITDA in fiscal
2003 was $242.3 million, an increase of $0.9 million over the
prior year period Adjusted EBITDA of $241.4 million.

                   Fourth Quarter Results

Bernard Goldstein, Isle of Capri Casinos, Inc. chairman and chief
executive officer, said, "The Isle has held steady through this
period of uncertainty.  We do feel strongly that the economy will
recover; therefore, we have been working hard to position
ourselves to be prepared with both our programs and our products."

The company's loyalty programs through the IsleOne Players Club
have provided a benefit by offsetting a weaker retail business
this quarter. Revenue from club members at the same properties,
year-over-year, has increased by 8.5 percent and revenue from club
members enrolled in our IsleMiles program has increased by 22.2
percent.  IsleMiles, introduced by the company last year, is the
first-of its-kind deferred-reward loyalty program in the industry.
The program allows players to earn IsleMiles, which can be
redeemed for premium merchandise, Carnival cruises and trips to
Isle of Capri properties.

Construction continued during the quarter for the company's
expansion projects at the Isle-Biloxi and the Isle-Bossier City.
The properties are part of the previously announced improvement
plan that will provide additional and upgraded amenities at the
Isle-Biloxi, the Isle-Bossier City and the Isle-Marquette.  Due to
the construction, some disruption has occurred at both properties,
particularly with the parking areas.

On April 22, 2003, the Isle-Black Hawk completed the acquisition
of the Colorado Central Station-Black Hawk and the Colorado
Grande-Cripple Creek for approximately $84.0 million adjusted for
certain working capital adjustments. The company believes that the
addition of the Colorado Central Station-Black Hawk, which is
located on the opposite side of the street from the Isle-Black
Hawk, will further develop operational efficiencies as well as
bring the best aspects of both brands to the customer.  The Isle-
Black Hawk will delay beginning its previously announced expansion
program until after the outcome of a proposed statewide referendum
on VLT's at racetracks in Colorado has been determined in November
of 2003.

During this quarter, the company also opened a new generation of
its Calypso's Buffets, featuring upgraded decor and menu items at
the Isle-Biloxi and the Isle-Black Hawk.  The new design and food
offerings were introduced to further enhance the Isle's brand.

John M. Gallaway, president and COO, said, "Despite the economic
climate coupled with some construction disruption, the Isle of
Capri persevered due to our strong brand and geographic diversity.
We are moving forward, increasing our focus on improving our
product and our customer satisfaction; therefore, our board has
approved an aggressive $96.6 million capital plan for the coming
fiscal year.  This plan allows us to concentrate on our existing
product with improvement and expansions."

Highlights of this new capital expenditures plan, which the
company expects to complete during the next 24 months, include:
$32.4 million in slot product improvement; $15.0 million in
improvements to the Isle-Lake Charles; $10.0 million in
improvements to the Isle-Kansas City; and $5.0 million in
improvements to the Isle-Bossier City, in each case to expand
and/or renovate the casino area at each of these properties.  To
further the effort to improve customer satisfaction, the plan also
includes $10.2 million in changes and additions to the company's
retail food product.  The Isle-Vicksburg's, the Isle-Lake Charles'
and the Isle-Bossier City's buffets will be upgraded to the new
Calypso's product.  The Rhythm City-Davenport will also introduce
a new buffet-style restaurant.  And the Isle-Boonville and the
Isle-Bettendorf will receive fixture upgrades.  The Isle-Black
Hawk's and the Isle-Lake Charles' Tradewinds Marketplace
restaurants will be upgraded to meet with the company's new

In the area of new development, the company has an agreement in
principle to invest up to $10.0 million, primarily in gaming
equipment, to lease and operate an Isle of Capri Casino at Our
Lucaya Beach and Golf Resort in Freeport, Grand Bahamas.  The
project is subject to various conditions, including, without
limitation, execution of a definitive agreement and governmental
and regulatory approvals.  The company is also actively pursuing
other gaming opportunities in a number of jurisdictions.

Isle of Capri Casinos, Inc. owns and operates 15 riverboat,
dockside and land-based casinos at 14 locations, including Biloxi,
Vicksburg, Lula and Natchez, Mississippi; Bossier City and Lake
Charles (two riverboats), Louisiana; Black Hawk, Colorado Central
Station and Colorado Grande, Colorado; Bettendorf, Davenport and
Marquette, Iowa; and Kansas City and Boonville, Missouri.  The
company also operates Pompano Park Harness Racing Track in Pompano
Beach, Florida.

As reported in Troubled Company Reporter's February 3, 2003
edition, Standard & Poor's Ratings Services assigned its 'B+'
rating to Isle of Capri Black Hawk LLC's $210 million senior
secured credit facility.

In addition, Standard & Poor's assigned its 'B+' corporate credit
rating to the Black Hawk, Colorado-based company. The outlook is

Isle of Capri Black Hawk is 57% owned by Isle of Capri Casinos
Inc., (BB-/Stable/--) and 43% by Nevada Gold & Casinos Inc.
(unrated entity). Upon consummation of the pending acquisition,
the company will own and operate two casino properties in Black
Hawk (Isle Black Hawk and Colorado Central Station; CCS) and one
in Cripple Creek, Colorado.

KAISER ALUMINUM: Wants Court to Disallow 88 Duplicate Claims
Kaiser Aluminum Corporation and its debtor-affiliates found 88
proofs of claim filed in their Chapter 11 cases that are
duplicative of another claim.  The claimants assert multiple
claims for the same liability.  Daniel J. DeFranceschi, Esq., at
Richards, Layton & Finger, in Wilmington, Delaware, points out
that the Claimants are entitled only to a single claim and, thus,
a single satisfaction for the asserted liabilities.

Accordingly, the Debtors ask the Court to disallow and expunge
the Duplicative Claims and limit each claimant to a single claim
and recovery from the applicable Debtor.  For each Duplicative
Claim, the Debtors have identified a Remaining Claim asserting
the same liability that will be unaffected.

Among the Duplicate Claims are:

                              Remaining   Duplicate
Claimant                      Claim No.   Claim No.      Amount
--------                      ---------   ---------      ------
Adams, Vaughn                   1330        7276     $1,000,000
Cit Comm. Finance Corp.          226         223        660,000
Commonwealth of Kentucky        7463        7468      1,275,576
County of Spokane               1674        1673     17,334,092
Dewolfe Boberg & Assoc            42          10        450,000
General Electric Capital         281         440        436,767
Lucy, Rosalle                   1366        7278      1,000,000
Parish of St. James             1331        7088      1,298,701
Port of Tacoma                  7313        7331        231,292
State of California             1918        7347        640,237
US Bank & Trust                  437        7137     51,767,188

The Claimants' rights to assert these liabilities against the
Debtors' estates will be preserved, subject to the Debtors'
rights to object to the Remaining Claims on any and all grounds.
(Kaiser Bankruptcy News, Issue No. 28; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

KEY3MEDIA: Emerges from Bankruptcy & Changes Name to Medialive
Key3Media Group, Inc., the world's leading producer of information
technology events, announced that its plan of reorganization has
become effective and the Company has emerged from Chapter 11
protection as a private company with renewed financial strength.
The Company reduced debt by 87% and related annual interest
expenses by 91%, dramatically improving its balance sheet.

Thomas Weisel Capital Partners, which invested in Key3Media's debt
securities in order to lead the Company through a restructuring
process, now owns approximately 90% of the Company's common
equity. Certain unsecured creditors have the right to purchase up
to 10% of the Company's common equity.

Robert Priest-Heck, current Chief Operating Officer, has been
named as the Company's Chief Executive Officer. Mr. Priest-Heck
succeeds Fredric D. Rosen, who will continue to serve on the
Company's Board of Directors.

The Company announced that it will change its name from Key3Media
to Medialive International Inc. and will relocate its headquarters
to San Francisco to be closer to its clients and partners. The
Company expects to move its headquarters in the summer and will
maintain domestic offices in Boston, Chicago, Los Angeles and
Media, Pa. The Company's international headquarters will be in
London, with offices in Beijing, Paris, Sweden, Tokyo and Toronto.

"Medialive now has the flexibility to pursue strategic initiatives
to better leverage our unique positioning at the intersection of
IT buyers and vendors," Robert Priest-Heck said. "Our success
during the last few months is, in large part, a result of the
continuing support of our customers. We are reinvigorated by
Medialive's new opportunities and look forward to meeting our
customers' rapidly evolving needs for a strategic partner in the
IT marketplace."

Lawrence B. Sorrel, Managing Partner of Thomas Weisel Capital
Partners, said, "Medialive has a bright future with Bob Priest-
Heck and a strong management team leading the Company. With its
financial flexibility restored, a strong portfolio of brands, and
a large, high-quality client base, Medialive will continue to
serve as the IT industry's partner of choice for leading
conferences and trade shows. We look forward to working with Bob
and the entire Medialive team to help realize the Company's full
potential. We appreciate the hard work of Fred Rosen and his team
through this process and wish them the best of luck in their
future endeavors."

"Medialive's financial health has been restored and the Company
has a great partner in Thomas Weisel Capital Partners," said
Fredric D. Rosen. "With the reorganization complete and the
Company well positioned to continue its leadership, this is an
opportune time for me to pursue other interests. I depart with
full confidence in Bob and the entire Medialive team."

Medialive events for the remainder of this year include
Networld+Interop Japan (June 30-July 4), Seybold San Francisco
(September 8-12), COMDEX Canada in Toronto (September 16-18),
COMDEX orbit (September 24-27), GTEC Week in Ontario (October 6-
9), BioSecurity 2003 in Washington D.C. (October 20-22), Next
Generation Networks in Boston (November 3-7), COMDEX Fall in Las
Vegas (November 16-20), and NetWorld+Interop Paris (November 19-
21). For a complete listing of events, please visit

As part of the restructuring process, previously issued shares of
Key3Media common stock will be cancelled and will cease to trade.

Medialive (formerly Key3Media Group, OTCBB:KMEDQ) produces
information technology tradeshows and conferences. Medialive's
products range from the IT industry's largest exhibitions such as
COMDEX and NetWorld+Interop to highly focused events featuring
renowned educational programs, custom seminars and specialized
vendor marketing programs. For more information, visit

Thomas Weisel Capital Partners is the merchant banking affiliate
of the investment firm Thomas Weisel Partners LLC. TWCP's flagship
fund, Thomas Weisel Capital Partners, L.P., is a $1.3 billion
private equity fund with backing from leading institutional
investors and a current portfolio of over 30 companies primarily
focused in the growth sectors of the economy, including media and
communications, information technology and healthcare.

KMART CORP: Moves to Establish Claims Distribution Reserve
Under Kmart Corporation' confirmed reorganization plan, claims
held by trade vendors, service providers, landlords of rejected
leases, vendors with rejected agreements, and related claimants
are classified as Class 5 Trade Vendor/Lease Rejection Claims.
The Debtors estimate the Class 5 Trade Vendor/Lease Rejection
Claims to be over $4,300,000,000 consisting of different

          Trade vendor claims              $2,800,000,000
          Lease rejection claims            1,000,000,000
          Contract rejection claims           500,000,000

In estimating the trade vendor claims, the Debtors and their
advisors analyzed their books and records, the schedules of
assets and liabilities, and the proofs of claim filed by trade
vendors.  The Debtors also considered the results of extensive
claims reconciliation efforts that has been undertaken to date.
The Debtors also took similar analyses with respect to the
estimated lease rejection claims and potential rejection claims.

To ensure that sufficient New Holding Company Common Stock will
be available to make the pro rata distribution to all Allowed
Class 5 Trade Vendor/Lease Rejection Claims, all Allowed Class 6
Claims that make the Other Unsecured Claim Election -- thereby
electing to be treated as Class 5 Claims -- and all Allowed Class
7 Claims electing to be treated under Class 5, the Debtors' Plan
provides for the establishment of a distribution reserve to serve
as a mechanism to retain the New Holding Company Common Stock for
future distributions to disputed claim holders.  The Debtors note
that the mechanism is necessary because no distributions may be
made to the disputed claim holders pending allowance of their
claims.  This is a typical and common sense restriction contained
in most reorganization plans.

The Confirmation Order also requires the Debtors to establish a
distribution reserve by withholding a portion of the New Holding
Company Common Stock equal to the number of shares the
Reorganized Debtors determine to be necessary to satisfy the
distribution required to be made to the holders of Trade
Vendor/Lease Rejection Claims and Other Unsecured Claims.  Once
the Disputed Claims are resolved, any Allowed Claim amounts are
satisfied from the distribution reserve in accordance with the
Plan.  As part of that process, the distribution reserve may be
adjusted from time to time in consultation with the Post-
Effective Date Committee.

Under the Plan, the Debtors remind the Court that a total of
31,945,161 shares of New Holding Company Common Stock have been
reserved for distribution to claimholders that receive treatment
as Class 5 Claims.  To date, however, only a portion of all
Class 5 Trade Vendor/Lease Rejection Claims have been agreed upon
and allowed.

The Debtors are presently seeking to allow 12,472 Class 5 Trade
Vendor/Lease Rejection Claims, which aggregate $730,233,439.  The
Debtors anticipate making a partial distribution of New Holding
Company Common Stock to the holders of these allowed claims.  The
distribution is expected to occur on June 30, 2003, the first
distribution date under the Plan.  Additionally, Court has
previously allowed Fleming Companies, Inc. $385,000,000 and
Salton, Inc. $4,217,295 as settlement for their claims.

All in all, the claims the Debtors propose to allow so far,
together with the previously allowed claims, total $1,119,450,734
and comprise 26% of the $4,300,000,000 aggregate estimate that
the Debtors described in their Disclosure Statement.  While the
Debtors believe that the $4,300,000,000 aggregate estimate is
reasonably accurate based on all the claims information currently
available, they acknowledge the possibility that the claims that
ultimately will be allowed exceed their estimate.

The Debtors anticipate filing omnibus objections to 20,000 more

Consequently, the Debtors tell the Court that they do not intend
to distribute to the holders of claims they propose to allow so
far the full amount of the New Holding Company Common Stock that
the claimants would be entitled to receive assuming that the
aggregate amount of Class 5 Trade Vendor/Lease Rejection Claims
is $4,300,000,000.  If they were to make a distribution at this
time, the Debtors explain that the claimholders would be entitled
to receive 8,305,742 shares, representing 26% of all the shares.
This distribution will leave no margin for error in the event the
aggregate amount of Class 5 Trade Vendor/Lease Rejection Claims
that is ultimately allowed is greater than their estimate.

To ensure that there will be a sufficient amount of New Holding
Company Common Stock to distribute to the claimholders, the
Debtors propose to distribute 4,152,871 shares of the New Holding
Company Common Stock at this point.  This represents 13% of all
the Stock and half of the amount of Stock to which the
claimholders would be entitled assuming the aggregate amount of
Class 5 Trade Vendor/Lease Rejection Claims is $4,300,000,000.
The Debtors believe that this distribution is conservative in
that it assumes that the aggregate amount of Allowed Class 5
Trade Vendor/Lease Rejection Claims could be double their current

The Debtors maintain that the remaining 27,792,290 shares of the
Stock, representing 87% of all shares, will be placed in the
Distribution Reserve pending further allowance of outstanding
Disputed Claims.  This cushion will allow the Debtors to ensure
that the Distribution Reserve is appropriately established to
permit holders of all Claims to receive their pro rata recovery
if their Claims are ultimately Allowed in an aggregate amount in
excess of the $4,300,000,000 estimate.  To the extent a Disputed
Claim is allowed in an amount less than the amount originally
reserved for that Disputed Claim, the remaining shares in the
Disputed Claim Reserve held on account of that Claim would be
made available for distribution to the holders of Allowed Claims.

By this motion, the Debtors seek the Court's authority to
establish the Distribution Reserve by withholding 27,792,290
shares of the New Holding Company Common Stock. (Kmart Bankruptcy
News, Issue No. 57; Bankruptcy Creditors' Service, Inc., 609/392-

LAIDLAW INC: Court Gives Nod to PWC and E&Y Fee Applications
Two of the Laidlaw Debtors' professionals applied for the
allowance of compensation and reimbursement of their expenses for
the services they have performed in the Debtors' cases:

    (1) PricewaterhouseCoopers:

        -- $721,633 in professional fees as External Auditors; and

        -- $19,219 for payment of professional expenses to PwC
           Canada as External Auditors for the fiscal year 2002
           and first quarter and third quarter of 2003.

    (2) Ernst & Young LLP:

        -- $374,622 in professional fees as Internal Auditors for
           the period November 1, 2002 through February 28, 2003;

        -- $115,520, $113,080 and $2,440 in professional fees as
           Restructuring Accountants and Financial Advisors for
           the period November 1, 2002 through February 28, 2003.

Judge Kaplan finds the Fee Applications reasonable and
appropriate.  Accordingly, Judge Kaplan approves the Fee
Applications and directs the Debtors to pay the amounts.

With respect to PwC, Judge Kaplan directs the Debtors to pay:

    (a) $100,000 plus $2,240 in expenses, and $4,879 in GST for
        completion of the first quarter fiscal year 2003 quarterly

    (b) $75,800 for research and advice related to the fiscal year
        2002 audit of Laidlaw (American Medical Response Inc.);

    (c) $30,225 for PwC U.S.'s consultations with respect to the
        fiscal year 2002 audit.

The Debtors are also authorized and directed to pay PwC Canada
the approved fees, GST and expenses that have not previously been
paid pursuant to the PwC Canada Monthly Statements for the First
Compensation Period, specifically $527,708. (Laidlaw Bankruptcy
News, Issue No. 36; Bankruptcy Creditors' Service, Inc., 609/392-

LAIDLAW INC: Completes $1.225BB Exit Financing Under Reorg. Plan
Laidlaw has completed the financing required by the terms of its
Plan of Reorganization. Proceeds from the exit financing
aggregating approximately $1.225 billion, including the $625
million Term B loan funded Thursday, have been placed in escrow
pending completion of the Plan.

Over the next several days, an internal restructuring will be
effected pursuant to the Plan, which includes the domestication of
Laidlaw into the United States as a Delaware corporation. On
completion of this process, the exit financing proceeds will be
released from escrow and, together with the common stock of
Laidlaw International, Inc., will be distributed in accordance
with the Plan. It is anticipated that this will occur on Monday
June 23, 2003.

"Completion of the financing was an essential part of the
reorganization process," said Kevin Benson, Laidlaw's President
and Chief Executive Officer. "We believe that we have cleared the
last hurdle and can now give a date for our exit from chapter 11."

Laidlaw is a holding company for North America's largest providers
of school and inter-city bus transport, public transit, patient
transportation and emergency department management services.

LE NATURE'S: S&P Keeps Negative Watch Amid Contract Dispute
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating on Latrobe, Pennsylvania-based Le Nature's Inc. on
CreditWatch with negative implications. Le Nature's 'B+' senior
secured and 'B-' subordinated debt ratings were also placed on
CreditWatch with negative implications. The ratings were first
assigned to Le Nature's on June 6, 2003.

"The CreditWatch placement follows the company's disclosure today
to Standard & Poor's that it is in the midst of a commercial
dispute over a contract with one of its key bottle suppliers,"
said Standard & Poor's credit analyst Nicole Delz Lynch. This
contract, expiring in 2007, requires minimum annual purchases of
$4.7 million per year. The supplier claims that Le Nature's has
not complied with terms of the contract and has breached its
contractual obligations. The supplier is seeking payment for
amounts due under the agreement and threatening contract

This disclosure, to be included in the revised offering memorandum
for Le Nature's proposed $150 million senior subordinated note
offering, was based on receipt of a letter to management from the
supplier on June 12, 2003. As a result, Standard & Poor's had not
factored this dispute into its initial ratings process.

The company believes that it has alternative bottle suppliers to
fulfill its bottle needs as well as some excess short-term supply.
In addition, its PET bottle production facility will be fully
operational during this summer. However, Standard & Poor's is
concerned about the potential ramifications of the commercial
dispute if it is not favorably resolved. If Le Nature's is unable
to complete the transition to in-house bottling supply on a timely
basis and this supplier terminates its contract, the result could
be some temporary disruption of production while Le Nature's
is securing alternative supply sources.

It is also unclear whether Le Nature's will face litigation
related to the contract if the dispute is not resolved, and what
the potential financial impact of litigation would be.

Standard & Poor's will monitor the progress of management's
negotiations with the supplier, the ramifications of the dispute
on bottle supply, and the likelihood for future litigation. Once
the terms of the dispute have been resolved, Standard & Poor's
will assess the outcome to resolve the CreditWatch listing.

Le Nature's, with about $136 million of sales in fiscal 2002, is a
developer, producer, and marketer of naturally flavored, fully
pasteurized alternative beverages, including flavored and
unflavored bottled water, ready-to-drink kettle-brewed iced teas,
and vitamin and mineral fortified juice drinks. The ratings on Le
Nature's Inc. reflect its narrow product focus, small size,
customer concentration, and leveraged financial profile. Somewhat
offsetting these factors are the company's strong EBITDA margins
and participation in the water segment, which is growing faster
than other areas of the U.S. beverage industry.

MAGELLAN HEALTH: Moves to File Retention Program Under Seal
Magellan Health Services, Inc. and its debtor-affiliates ask the
Court's permission to implement an Employee Retention Program and
to file the Retention Program Motion under seal.  The Retention
Program Motion has been made available, on a confidential basis,
to the attorneys for the statutory committee of unsecured
creditors and the attorneys for the agent for the Debtors'
prepetition lenders.

Section 107(b) of the Bankruptcy Code provides Bankruptcy Courts
with the power to issue orders that will protect entities from
potential harm:

       "On request of a party in interest, the bankruptcy
       court shall, and on the bankruptcy court's own motion,
       the bankruptcy court may protect an entity with
       respect to a trade secret or confidential research,
       development, or commercial information . . ."

Rule 9018 of the Federal Rules of Bankruptcy Procedure defines
the procedure by which a party may move for relief:

       "On motion or on its own initiative, with or without
       notice, the court may make any order which justice
       requires to protect the estate or any entity in
       respect of a trade secret or other confidential
       research, development, or commercial information. . . ."

Based on these provisions, courts have entered orders limiting
access to filed documents where parties have demonstrated good
cause.  See, e.g., In re Epic Assoc. V., 54 B.R. 445, 450 (Bankr.
E.D. Va. 1985); In re Nunn, 49 B.R. 963, 964-65 (Bankr. E.D. Va.
1985).  Courts may deny access to judicial documents when open
inspection may be used as a vehicle for an improper purpose.  In
re Orion Pictures Corp., 21 F.3d 24, 27 (2d Cir. 1994) (citing
Nixon v. Warner Comm'n, Inc., 435 U.S. 589, 597 (1978)).
Commercial information need not rise to the level of
confidentiality of a trade secret to be protected under Section
107(b) of the Bankruptcy Code.

Stephen Karotkin, Esq., at Weil Gotshal & Manges LLP, in New
York, asserts that good cause exists for the Court to grant them
leave to file the Retention Program Motion under seal.  The
Retention Program Motion contains sensitive details regarding the
Debtors' employee retention plan, including the amount of money
available for certain cash bonuses.  The Debtors fear that if the
amounts, limits and other details related to the Retention
Program became known to employees and others, employee morale
would be adversely impacted and an atmosphere of distrust among
the Debtors' employees would ensue thereby undermining the
Debtors' entire reorganization effort as well as the loyalty the
Retention Program seeks to engender. (Magellan Bankruptcy News,
Issue No. 9: Bankruptcy Creditors' Service, Inc., 609/392-0900)

MCSI INC: Looks to Conway Mackenzie for Financial Advice
MCSi, Inc., and its debtor-affiliates ask for approval from the
U.S. Bankruptcy Court for the District of Maryland to retain and
employ Conway Mackenzie & Dunleavy, as Financial Advisor of the
Debtors in these chapter 11 cases.

The Debtors believe that Conway Mackenzie has the necessary
expertise and experience to assist them as their financial advisor
in these cases. Conway Mackenzie and its current professionals
have extensive experience working with financially troubled
companies in complex financial restructurings both out of court
and in chapter 11 cases.

The Debtors anticipate Conway Mackenzie to provide:

  a. Performance of a viability analysis and validation of the
     Company's financial projections, leveraging, wherever
     possible, off of the work and analyses already performed by
     management and others. This analysis will include reviewing
     historical activities, data and developments in an effort
     to identify and validate root causes for the current
     circumstances as a means, in part, for assessing realistic
     alternatives and identifying the steps which will be
     necessary to assist MCSi in arranging appropriate interim
     financing, if necessary, to allow execution of its business
     plan. It is anticipated that such analysis will also
     comprehend evaluation of the current operations and
     business plan, strengths and weaknesses of existing
     management, identification of opportunities for improvement
     in cash flow and EBITDA, and may identify changes or
     enhancements which may be necessary to strengthen MCSi's
     business plan and strategy;

  b. Assistance where and as necessary with management of MCSi's
     cash flow, including, as necessary, dealing with the
     Company's vendors and other unsecured creditors and
     exploring various alternatives for dealing within MCSi's
     current fiscal constraints. This activity will involve
     coordination with the company's treasury and cash
     management function, validation of the collateral assets
     supporting the senior credit facility, and, depending upon
     the circumstances, may involve assistance, together with
     legal counsel, in seeking alternatives, informal or formal,
     to administrate a standstill arrangement;

  c. Assistance, in supporting management's meetings and
     negotiations with MCSi's secured lending group to obtain an
     appropriate forbearance agreement and financing to enable
     other initiatives set forth below to be accomplished in
     furtherance of the Company's turnaround and
     restructuring/refinancing plans;

  d. Review MCSi's plan and initiatives to improve operating
     performance which will likely be relied upon, in part, to
     garner support and confidence from MCSi's secured lenders
     and perhaps other interested parties of MCSi's turnaround
     strategy, and to secure adequate financing to meet the
     short term and longer term funding requirements of the
     business ensuring and restoring business value;

  e. Assist management, as requested, in the development of
     longer term strategies with the objective of identifying
     alternative courses to maximize shareholder value or
     otherwise achieve shareholder goals, including, but not
     limited to, seeking other sources of capital and senior
     secured financing; and

  f. Assistance in identifying and implementing, where
     appropriate, additional opportunities for improved
     operational performance and cash flow.

A. Jeffrey Zappone, a Partner in Conway Mackenzie discloses that
Conway Mackenzie will bill the Debtors in its current hourly

          Paraprofessionals       $110 per hour
          Associates              $205 to $275 per hour
          Senior Associates       $280 to $325 per hour
          Directors               $325 to $370 per hour
          Partners                $375 to $495 per hour

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: S&P Changes Outlook to Negative Due to Price Pressures
Standard & Poor's Ratings Services revised its outlook on Micron
Technology Inc. to negative from stable, reflecting continued
price pressures and weak demand levels, which have pressured the
company's profitability and liquidity. At the same time, Standard
& Poor's affirmed its 'B+' corporate credit and 'B-' subordinated
debt ratings on the Boise, Idaho-based supplier of "dynamic
memory" chips.

At May 31, 2003, Micron had about $1.1 billion of debt and
capitalized operating leases outstanding.

"Micron is expected to retain its strong position in the industry
through the course of the business cycle," said Standard & Poor's
credit analyst Bruce Hyman. Korea-based Samsung Electronics Co.
Ltd. (A-/Stable/A-2) holds the leadership position, with about a
31% share on a revenue basis, as of the first quarter of 2003.

Micron has substantially closed the product gap after lagging
Samsung in its transition to double data rate (DDR) memory from
the formerly dominant synchronous DRAM (SDRAM) technology. This
has led to some recovery in market share and contributed to

Continued weak operating profitability and negative cash flows,
however, could lead to a further deterioration in liquidity in the
next few quarters, despite the company's good competitive position
and technology base.

MIKOHN GAMING: Enters into DP Stud Joint Development Agreement
Mikohn Gaming Corporation (NASDAQ: MIKN), a recognized leader in
the specialty table games market, has entered into a joint
development, licensing and marketing agreement with DP Stud
Incorporated, the well-known exclusive licensee of the CARIBBEAN
STUD table game in Nevada.

Under the terms of the agreement, both parties will share their
respective intellectual properties to develop next generation
specialty table games. This first-of-its-kind partnering of
intellectual properties will form the basis of a patent pool
consortium to develop new game themes to bring to the worldwide
table game market. The first offering resulting from this will be
the TROPICAL STUD table game, a variation of the highly popular

Bob Parente, Mikohn's Executive Vice President commented, "the
combination of new themes, side bet and progressive technologies
will result in exciting, innovative table game offerings unlike
anything the industry has seen before."

Russ McMeekin, President and Chief Executive Officer added, "We
will be focusing on our unique IP and our partner's unique game
innovations. By combining forces, we will be very well positioned
to reset our table game growth strategies and regain our
leadership position in this highly lucrative market."

"We are very pleased to have joined forces with Mikohn to bring
TROPICAL STUD and other new titles to the specialty tables games
market. The ability to partner and develop a wide area progressive
for specialty tables is an extremely exciting and synergistic
business model. By combining the talents and properties of both
companies we will greatly reduce time to market for new titles,"
concluded Lou DeGregorio, Co-founder of DP Stud, Incorporated.

Founded in 1990, DP Stud Incorporated is the first company to
lease proprietary table games, containing a progressive feature in
the United States. They have since been operating successfully
within the state of NV. DP Stud is best for their variety of table
games utilizing the excitement of a progressive jackpot.

Mikohn is a diversified supplier to the casino gaming industry
worldwide, specializing in the development of innovative products
with recurring revenue potential. The company develops,
manufactures and markets an expanding array of slot games, table
games and advanced player tracking and accounting systems for slot
machines and table games. The company is also a leader in exciting
visual displays and progressive jackpot technology for casinos
worldwide. There is a Mikohn product in virtually every casino in
the world. For further information, visit the company's Web site:

As previously reported, Standard & Poor's Ratings Services lowered
its corporate credit and senior secured debt ratings of Mikohn
Gaming Corp., to single-'B'-minus from single-'B'. The ratings
remain on CreditWatch where they placed on February 22, 2002, but
the implication is revised to negative from developing.

The actions followed the announcement by the Mikohn Gaming that
operating performance during the June 2002 quarter was well below
expectations. That weak performance resulted in a violation of
bank covenants and a significant decline in credit measures.
Mikohn has about $100 million of debt outstanding. The lower
ratings also reflect Standard & Poor's concern that Mikohn's
liquidity position could further deteriorate if operating
performance during the next few quarters does not materially

MIRANT: Delaware Court Sets Expedited Trial for Late this Year
The Delaware Chancery Court scheduled an expedited trial for
November or December 2003 in an action brought by certain holders
of notes issued by Mirant Americas Generation, LLC.

The complaint filed by the noteholders alleges claims for
fraudulent conveyances and breaches of fiduciary duty by the
directors, officers and managers of MAGI and Mirant Corporation in
connection with (i) restructuring transactions currently proposed
by Mirant and MAGI and (ii) $1 billion of historical dividends
from MAGI to Mirant. In a hearing before the Court, Mirant and
MAGI agreed to amend the offering documents for the pending
exchange offers and to provide additional disclosure about the

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

                        Ratings Decline

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

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

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

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

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

Mirant Corp.'s 7.400% bonds due 2004 (MIR04USA2) are trading at 61
cents-on-the-dollar, according to DebtTraders.  See
real-time bond pricing.

MOHEGAN TRIBE: Commences Tender Offer for 8.75% Sr. Sub. Notes
The Mohegan Tribal Gaming Authority has commenced a cash tender
offer and consent solicitation for any and all of its $300,000,000
aggregate principal amount of 8.75% Senior Subordinated Notes due

The Offer is scheduled to expire at 12:00 midnight, New York City
time, on Thursday, July 17, 2003, unless extended or earlier
terminated.  The consent solicitation will expire at 5:00 p.m.,
New York City time, on Monday, June 30, 2003.  Holders tendering
their Notes will be required to consent to certain proposed
amendments to the indenture governing the Notes, which will
eliminate substantially all of the restrictive covenants. Holders
may not tender their Notes without delivering consent or deliver
consents without tendering their Notes.

Holders who validly tender their notes by the Consent Date will
receive the total consideration of $1,077.50 per $1,000 principal
amount of Notes (if such notes are accepted for purchase).
Holders who validly tender their Notes after the Consent Date and
prior to the Expiration Date will receive as payment for the Notes
$1,047.50 per $1,000 principal amount of Notes (if such notes are
accepted for purchase).  In either case, Holders who validly
tender their Notes also will be paid accrued and unpaid interest
up to, but not including, the date of payment for the Notes (if
such notes are accepted for purchase).

The Offer is subject to the satisfaction of certain conditions,
including the Authority's receipt of tenders of Notes representing
a majority of the principal amount of the Notes outstanding and
senior subordinated financing on terms acceptable to the Authority
in an amount sufficient to consummate the Offer.  The terms of the
Offer are described in the Authority's Offer to Purchase and
Consent Solicitation Statement dated June 19, 2003, copies of
which may be obtained from Mellon Investor Services LLC.

The Authority has engaged Banc of America Securities LLC and
Citigroup Global Markets Inc. to act as dealer managers and
solicitation agents in connection with the Offer.  Questions
regarding the Offer may be directed to Banc of America Securities
LLC, High Yield Special Products, at 888-292-0070 (toll-free) and
704-388-4813 (collect) or Citigroup Global Markets Inc.,
Liability Management at (800) 558-3745 (toll-free) and 212-723-
6106 (collect). Requests for documentation may be directed to
Mellon Investor Services LLC, the information agent for the Offer,
at (888) 867-6202.

The Authority is an instrumentality of the Mohegan Tribe, a
federally recognized Indian tribe with an approximately 405-acre
reservation situated in southeastern Connecticut, which has been
granted the exclusive power to conduct and regulate gaming
activities on the existing reservation of the Mohegan Tribe
located near Uncasville, Connecticut, including the operation of
the Mohegan Sun, a gaming and entertainment complex that is
situated on a 240-acre site on the Tribe's reservation.  The
Tribe's gaming operation is one of only two legally authorized
gaming operations in New England offering traditional slot
machines and table games.  Mohegan Sun currently operates in an
approximately 3.0 million square foot facility, which includes the
Casino of the Earth, Casino of the Sky, the Shops at Mohegan Sun,
a 10,000-seat Arena, a 300-seat Cabaret, meeting and convention
space and an approximately 1,200-room luxury hotel.  More
information about Mohegan Sun and the Authority can be obtained by

As reported in Troubled Company Reporter's April 8, 2003 edition,
Standard & Poor's Ratings Services assigned its 'BB+' rating to
the Mohegan Tribal Gaming Authority's $391 million bank loan
agreement, which is comprised of a $291 million revolving credit
facility and a $100 million term loan facility, both due on
March 31, 2008. A portion of the proceeds from the new bank
agreement were used to refinance the outstanding bank debt.

At the same time, Standard & Poor's withdrew its rating on the
former facility. In addition, the 'BB+' corporate credit rating on
Connecticut-based MTGA was affirmed. The outlook is negative.
Total debt outstanding at Dec. 31, 2002, was $1.128 billion.

MORTON'S RESTAURANT: Proposed $100MM Sr Sec. Debt Gets B Rating
Standard & Poor's Ratings Services assigned its 'B' rating to
fine-dining restaurant operator Morton's Restaurant Group Inc.'s
proposed $100 million senior secured note offering, issued at a
discount with gross proceeds of $85 million.

The notes will be issued under Rule 144A with registration rights.
The proceeds will be used to repay existing bank debt, capital
leases and mortgages. Standard & Poor's also assigned its 'B'
corporate credit rating to New Hyde Park, New York-based Morton's.
The outlook is stable.

"The ratings reflect the company's participation in the highly
competitive steakhouse segment of the restaurant industry, its
reliance on business-oriented customers, weak cash flow protection
measures, and a highly leveraged capital structure," stated
Standard & Poor's credit analyst Robert Lichtenstein.

Morton's relies on business-oriented customers using corporate
expense accounts for a significant amount of its revenue.
Moreover, a substantial portion of its guests are business
travelers. As a result, the company has been vulnerable to a weak
economy and fall-off in business travel. Operating performance
declined over the past two years as same-store sales fell 2.9% in
2002 and 10.7% in 2001, while operating margins slipped to 15% in
2002, from over 16% in 2000. Margins were negatively affected by a
decline in sales leverage, partially offset by lower food costs
and a reduction in staff and overhead expenses.

Pro forma for the refinancing transaction, the company remains
highly leveraged with lease-adjusted total debt to EBITDA of 6.5x.
Cash flow protection measures are weak and highly variable due to
the company's small EBITDA base of about $21 million. Moreover,
EBITDA coverage of interest of about 1.5x and FFO to total debt of
6% are also weak.

Liquidity is provided by $2.5 million in cash and a $15 million
revolving credit facility maturing in 2007, which is expected to
be undrawn at the time of closing. The credit facility currently
provides adequate cushion for financial covenants.

Morton's generated $5.6 million of free operating cash flow in
2002. Standard & Poor's expects that operating cash flow will be
Morton's primary source to service its debt and fund its capital

The stable outlook incorporates Standard & Poor's expectations
that the company will maintain stable operating performance and
that credit measures will improve. However, the extent and timing
of this progress is not likely to materially improve credit
quality over the intermediate term.

NATIONAL BENEVOLENT: Fitch Places BB- Bond Rating on Watch Neg.
Fitch Ratings downgraded the National Benevolent Association's
outstanding bonds to 'BB-' from 'BBB-' and maintained the bonds on
Rating Watch Negative. Outstanding bond issues are listed below.

Of immediate concern is the potential acceleration of roughly $63
million of letter of credit enhanced variable rate debt through
KBC Bank. Current letters of credit expire in September 2003, and
failure to secure replacements or an extension of existing
coverage will trigger a draw on the letters of credit, thus
forcing the NBA to repay credit provider banks promptly. Because
unrestricted cash on hand was $81.7 million as of March 31, 2003,
such a series of events could threaten the entire organization's
viability. To date, the NBA has not negotiated replacement letters
of credit or an extension of existing letters, and the possibility
of payment acceleration is the rationale for the bonds placement
on Rating Watch Negative. The NBA will begin renegotiation with
its letter of credit banks in July or August, pending the
completion of a revised FY 2003 budget and the development of a
business plan for fiscal 2004 and 2005. In addition, drawings on a
line of credit through First Bank of slightly more than $9 million
are also due in September.

Recurring losses on continuing operations and reduced non-
operating income have substantially weakened the NBA's overall
financial profile, and the NBA is currently in technical default
under the terms of its master trust indenture, having missed
numerous financial ratio covenants. Losses from continuing
operations totaled close to $21 million, and management has
provided Fitch with no convincing corrective action plan for
reducing this loss. Its fiscal year ended Dec. 31, 2002 bottom
line deficit was negative 15.3% with cash flow from operations of
negative $12.1 million. Also in fiscal 2002, certain one-time
charges such as losses on discontinued operations ($6.6 million),
realized and unrealized investment loses ($13.3 million, of which
$6.4 million is unrealized), and losses on a swap agreement ($2.7
million) all contributed to a $29 million reduction of net assets.
Through the three months ended March 31, 2003, the NBA lost $3.4
million on total revenue of $35.6 million (negative 9.7%). Debt
service coverage through March 31, 2003 is 0.6 times.

Over the previous 18 months the NBA has divested six properties
from its obligated group, and several other facilities have been
identified for potential divestiture. A management reorganization
has resulted in a new chief financial officer, and the
organization has engaged several firms for consultation. Fitch
believes a lax system of accountability and limited central
authority have been structural challenges of the organization, and
while some efforts such as the recent centralization of policies
and procedures and the replacement of over 35% of facility boards
with central office management are initiatives viewed favorably,
Fitch believes operating performance improvement clearly requires
a more aggressive approach than that which has been shown to date.
In addition, six facilities remain chronic money losers, with
little immediate improvement expected by them in the near term.
Two of these facilities are continuing care retirement facilities
that contributed nearly $9 million of the organization's $21
million bottom line loss last year, as both facilities cope with
excess capacity in competitive markets. Insurance and labor
expenses also present ongoing challenges to the organization.
Recent disclosure to Fitch has been delayed and not comprehensive,
and management has indicated full disclosure will not be provided
to Fitch until July or August 2003. Fitch received the NBA's
audited financial statements in early June 2003.

The primary organizational strengths remain the NBA's diversity of
facilities and locations, and though diminished somewhat from
previous periods, its cash reserves. Days cash on hand is adequate
at March 31, 2003 at 207 days, though cash to debt is weak at 39%.
Liquidity has declined significantly since Dec. 31, 1999, when the
NBA maintained 382 days cash on hand and 74% cash to debt.

Headquartered in St. Louis, MO NBA provides services to the
elderly, children, and the developmentally disabled in 22
facilities. The National Benevolent Association was created in
1887 and currently operates 94 facilities and programs. NBA
programs provide housing, care and other services for the elderly
in nursing homes, assisted-living units and independent-living
units. In addition, they serve at-risk children, youth and
families, as well as individuals with disabilities, through
residential and community-based programs. The Obligated Group
includes 22 operating facilities located in 13 states that care
for approximately 9,000 individuals, accounting for the vast
majority of consolidated financial operations.

Outstanding Debt

-- $9,650,000 Jacksonville Health Facilities Authority (FL)
   industrial development revenue bonds (NBA--Cypress Village
   Florida Project), series 2000A;

-- $10,080,000 Colorado Health Facilities Authority (CO) revenue
   bonds (NBA--Village at Skyline Project), series 2000C;

-- $9,390,000 Colorado Health facilities Authority (CO) revenue
   bonds (NBA-Village at Skyline Project), series 1999A;

-- $3,980,000 Oklahoma County Industrial Authority (OK) health
   care revenue bonds (NBA - Oklahoma Christian Home Project),
   series 1999;

-- $2,695,000 Health and Educational Facilities Authority of the
   State of Missouri (MO) Health Facilities refunding and
   improvement revenue bonds (NBA - Central Office Project),
   series 1999;

-- $15,145,000 Colorado Health Facilities Authority (CO) health
   facilities revenue bonds (NBA - Village at Skyline Project),
   series 1998B;

-- $10,715,000 Colorado Health Facilities Authority (CO) health
   facilities refunding revenue bonds (NBA - Multi-state Issue),
   series 1998A;

-- $5,935,000 Iowa Finance Authority (IA) health facilities
   revenue bonds (NBA - Ramsey Home Project), series 1997;

-- $2,235,000 Oklahoma County Industrial Authority (OK) health
   care refunding revenue bonds (NBA - Oklahoma Christian Home
   Project), series 1997;

-- $2,160,000 Health and Educational Facilities Authority of the
   State of Missouri (MO) health facilities revenue bonds (NBA -
   Woodhaven Learning Center Project), series 1996A;

-- $625,000 Colorado Health Facilities Authority (CO) tax-exempt
   health facilities revenue bonds (NBA - Colorado Christian Home
   Project), series 1996A;

-- $2,650,000 Illinois Development Finance Authority (IL) health
   facilities revenue bonds (NBA - Barton W. Stone Christian Home
   Project), series 1996;

-- $4,485,000 Colorado Health Facilities Authority (CO) health
   facilities authority tax-exempt health facilities revenue bonds
   (NBA - Village at Skyline Project), series 1995A;

-- $4,655,000 Jacksonville (FL) Health Facilities Authority
   industrial development revenue bonds (NBA - Cypress Village
   Florida Project), series 1994;

-- $3,645,000 Health and Educational Facilities Authority of the
   State of Missouri (MO) health facilities revenue bonds (NBA -
   Lenoir Retirement Community Project), series 1994;

-- $8,015,000 Jacksonville (FL) Health Facilities Authority
   industrial development revenue bonds (NBA - Cypress Village
   Florida Project), series 1993;

-- $23,950,000 Jacksonville (FL) Health Facilities Authority
   revenue refunding bonds (NBA - Cypress Village Florida
   Project), series 1992;

-- $22,590,000 City of Indianapolis, (IN) economic development
   refunding and improvement revenue bonds (NBA - Robin Run
   Village Project), series 1992;

-- $4,485,000 Industrial Development Authority of Cass County,
   (MO) industrial revenue refunding bonds (NBA - Foxwood Springs
   Living Center Project), series 1992;

-- $1,850,000 Bexar County (TX) Health Facilities Development
   Corp. tax-exempt health facilities revenue bonds (NBA - Patriot
   Heights Project), series 1992B.

NATIONAL CENTURY: Court Clears SCCI Settlement Agreement
Prior to the Petition Date, National Century Financial
Enterprises, Inc., and its debtor-affiliates provided to SCCI
Hospital Ventures, Inc. and SCCI Hospitals of America, Inc.
financing pursuant to certain sales and subservicing agreements
under the NPF XII accounts receivable financing program.  The
Debtors purchased certain eligible accounts receivable from

SCCI approached the Debtors about "buying out" its obligations
under the Sale Agreements.  The "buy-out" will facilitate SCCI's
entry into a replacement accounts receivable funding arrangement
and continue its normal business operations.

After arm's-length negotiations, the Debtors and SCCI have
entered into a settlement agreement, containing these
principal terms:

A. Settlement Amount

     SCCI must pay to the Debtors an aggregate $4,919,386,
     consisting of a $4,604,363 cash payment and $171,022 that
     was in the Lockbox Accounts as of April 10, 2003, as well as
     amounts previously swept from the Lockbox Accounts,

B. Termination of Security Interests

     Immediately upon payment of the Settlement Amount, SCCI will
     be authorized to terminate the Debtors' ownership and
     security interests in SCCI's assets, including but not
     limited to SCCI's accounts receivable.

C. Mail Forwarding Instructions

     SCCI will inform the Debtors where to send any payments or
     correspondence that the Debtors receive in the Lockbox
     Accounts related to SCCI's accounts receivable.  In
     addition, SCCI will be responsible for informing all third
     party payors as to where incoming payments should be
     redirected.  Any payments received by the Debtors after
     Consummation of the Settlement Agreement will not be
     property of the Debtors' estates and will be turned over to
     SCCI or its assignee.

D. Transfer of Liens to Proceeds

     The conclusion of the relationship between the Debtors and
     SCCI, and the termination of the Debtors' ownership and
     security interests in SCCI's assets, will bind any and
     all parties that may assert a lien, claim or interest in or
     to the Sale Agreements or any prior agreements, with any
     liens transferring to the proceeds.

E. Mutual Releases

     The Settlement Agreement also provides for an exchange of
     mutual releases by the Debtors and SCCI, on the terms and
     subject to the conditions set forth in the Settlement

F. Termination of Bank Agreements

     The Debtors and SCCI must direct The Huntington National
     Bank to:

     (1) terminate the lockbox agreements relating to the Sale

     (2) remit all funds that were in the Lockbox Accounts on or
         before April 10, 2003;

     (3) remit all post-April 10, 2003 received funds subject to
         the lockbox agreements to the credit and direction of

     (4) terminate the zero balance agreement relating to the
         Sale Agreements; and

     (5) use reasonable efforts to provide SCCI with documents
         relating to account activity in the Lockbox Accounts.
         SCCI will be responsible for all bank fees and charges
         related to the Lockbox Accounts after April 10, 2003.

G. Dismissal of Actions

     Immediately upon payment of the Settlement Amount, the
     Debtors will file stipulations of dismissal, with prejudice,
     dismissing any and all claims brought against SCCI in the
     adversary proceeding pending against, among other parties,
     SCCI in this Court and the Ohio state court action, NPF XII,
     Inc. et al. v. PhyAmerica Physicians Group, Inc., et al.,
     Court of Common Pleas, Franklin County, Ohio, Case Nos.
     02CVH11-12222 and 02CVH11-12259.

Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, the Debtors sought and obtained the Court's approval on
the Settlement Agreement with SCCI. (National Century Bankruptcy
News, Issue No. 18; Bankruptcy Creditors' Service, Inc., 609/392-

NATIONAL STEEL: Court Okays Waste Settlement With EPA, Illinois
National Steel Corp. won bankruptcy court approval to settle a
dispute with the U.S. Environmental Protection Agency and the
state of Illinois over two landfills at its Granite City,
Illinois-based facility, Bloomberg News reported. The settlement
approved in Chicago by U.S. Bankruptcy Judge John H. Squires
requires National Steel to pay a $500,000 civil penalty and close
two landfills at the Granite City site. The dumps will be closed
under solid-waste regulations, rather than stricter hazardous-
waste rules, according to court papers.

National is wrapping up its affairs after selling most of its
assets last month for $1.05 billion in cash and assumed
liabilities to Pittsburgh-based U.S. Steel Corp. Mishawaka,
Indiana-based National Steel, with about 20 remaining employees,
will submit its plan to exit bankruptcy to the court by the end of
the week, the company's attorney Mark Berkoff said at a hearing.
The $500,000 penalty will be a general, unsecured claim against
the estate, so it won't be clear how much money the government
will collect until the court confirms the bankruptcy plan. (ABI
World, June 18, 2003)

DebtTraders says that National Steel Corp.'s 9.875% bonds due 2009
(NSTL09USR1) are trading at 5 cents-on-the-dollars. See
real-time bond pricing.

NAVISITE INC: Closes $7 Million Buy-Out of Interliant Assets
On May 16, 2003, NaviSite, Inc., a Delaware corporation, through
its wholly-owned subsidiary, completed the acquisition of
substantially all of the assets relating to the managed
infrastructure solutions business, encompassing messaging and
collaboration, managed hosting, bundled-in managed security, and
integrated and related professional services in the United States
and in Europe, of Interliant, Inc., a Delaware corporation, and
several of its subsidiaries in the bankruptcy proceedings of the
Debtors under Chapter 11 of the United States Bankruptcy Code
pending in the Southern District of New York (White Plains) under
lead case number 02-23150 (ASH), pursuant to an Asset Purchase
Agreement, dated  May 15, 2003, by and between the Company's
subsidiary and the Debtors, approved by order of the Bankruptcy
Court on May 15, 2003.

Pursuant to the Agreement, the aggregate purchase price for the
Interliant Assets was approximately $7,005,000, subject to certain
adjustments based upon Debtors' adjusted net worth, comprised of
approximately $5,831,000 in cash, $624,000 in the form of a credit
of future distributions to be paid on certain debt of Interliant,
Inc. held by the Company's subsidiary on May 16, 2003 (the
"Interliant Debt"), $550,000 in principal amount of a non-interest
bearing, 180-day promissory note, secured by the Interliant Debt.

As part of the transaction NaviSite's subsidiary assumed up to
$5,766,000 in liabilities of the Debtors relating to the
Interliant Assets. On May 16, 2003, NaviSite's subsidiary closed
on the purchase of all of the Interliant Assets, other than the
Debtors' accounts receivable. Pursuant to the terms of the
Agreement, the Company's subsidiary had until June 6, 2003 to
close on the purchase of the accounts receivable in exchange for
the payment of $2,000,000, subject to adjustment, of the remaining
cash portion of the purchase price. The source of funds used for
the initial closing was NaviSite's cash on hand. The Company
expects to finance the balance of the purchase price through
pledge of accounts receivable. The acquisition price was
determined through arms-length negotiations and competitive
bidding for the Interliant Assets at an auction conducted under
the auspices of the Bankruptcy Court.

                        *   *   *

           Liquidity and Going Concern Uncertainty

As of January 31, 2003, the NaviSite had approximately $11.2
million of cash and cash equivalents, working capital of $2.9
million and had incurred losses since inception resulting in an
accumulated deficit of $366.9 million.  NaviSite's operations
prior to September 11, 2002 had been funded primarily by CMGI
through the issuance of common stock, preferred stock and
convertible debt to strategic investors, the Company's initial
public offering during fiscal 2000 and related exercise of an
over-allotment option by the underwriters in November 1999. Prior
to the acquisition by NaviSite of CBTM on December 31, 2002, CBTM
had been funded primarily by its parent company, ClearBlue,
through various private investors. For the year ended July 31,
2002, consolidated cash flows used for operating activities
totaled $27 million and for the six months ended January 31, 2003
and 2002 consolidated cash flows used for operating activities
totaled $5.1 million and $16.5 million, respectively.

During the six months ended January 31, 2003, the Company's cash
and cash equivalents decreased by approximately $10.6 million.
Included in this change was approximately $6.8 million in net cash
expenditures that are non-recurring in nature. The $6.8 million in
net non-recurring expenditures consists predominantly of: 1) a
$3.2 million payment to CMGI for the settlement of intercompany
balances reached in fiscal year 2002; 2) a $2.0 million purchase
of a debt interest in Interliant, Inc.; 3) a $1.3 million interest
payment to ClearBlue related to the $65 million of convertible
notes then outstanding (see note 8 for ClearBlue waiver of
interest from December 12, 2002 through December 31, 2003); 4) a
$770,000 payment to purchase directors and officer's insurance for
periods prior to September 11, 2002; 5) a $775,000 unsecured loan
to ClearBlue for payroll related costs; 6) $1.3 million in
severance payments; 7) a $600,000 settlement payment with Level 3,
Inc.; 8) a $490,000 prepayment of directors' and officers'
insurance; 9) $403,000 in bonuses related to fiscal year 2002 and
10) a $100,000 payment on behalf of ClearBlue for legal costs;
partially offset by: 1) $2.5 million in customer receipts; 2) a
$1.0 million receipt from Engage Technologies, Inc. related to a
fiscal year 2002 settlement; and 3) a $637,000 reduction in
restricted cash due to the decrease in our line of credit.

The Company currently anticipates that its available cash at
January 31, 2003 combined with the additional funds available, at
Atlantic's sole discretion, under the Loan and Security Agreement
between NaviSite and Atlantic, (approximately $5.3 million at
February 28, 2003), will be sufficient to meet our anticipated
needs, barring unforeseen circumstances for working capital and
capital expenditures through the end of fiscal year 2003. However,
based on our current projections for fiscal year 2004, we will
have to raise additional funds to remain a going concern. The
Company's projections for cash usage for the remainder of fiscal
year 2003 are based on a number of assumptions, including: (1) its
ability to retain customers in light of market uncertainties and
the Company's uncertain future; (2) its ability to collect
accounts receivables in a timely manner; (3) its ability to
effectively integrate recent acquisitions and realize forecasted
cash-saving synergies and (4) its ability to achieve expected cash
expense reductions. In addition, the Company is actively exploring
the possibility of additional business combinations with other
unrelated and related business entities. ClearBlue and its
affiliates collectively own a majority of the Company's
outstanding common stock and could unilaterally implement any such
combinations. The impact on the Company's cash resources of such
business combinations cannot be determined. Further, the projected
use of cash and business results could be affected by continued
market uncertainties, including delays or restrictions in IT
spending and any merger or acquisition activity.

To address these uncertainties, management is working to: (1)
quantify the potential impact on cash flows of its evolving
relationship with ClearBlue and its affiliates; (2) continue its
practice of managing costs; (3) aggressively pursue new revenue
through channel partners, direct sales and acquisitions and (4)
raise capital through third parties.

The Company may need to raise additional funds in order respond to
competitive and industry pressures, to respond to operational cash
shortfalls, to acquire complementary businesses, products or
technologies, or to develop new, or enhance existing, services or
products. In addition, on a long-term basis, the Company may
require additional external financing for working capital and
capital expenditures through credit facilities, sales of
additional equity or other financing vehicles. Its ability to
raise additional funds may be negatively impacted by: (1) the
uncertainty surrounding its ability to continue as a going
concern; (2) the potential de-listing of the Company's common
stock from NASDAQ; (3) its inability to transfer back to the
NASDAQ National Market in the future from the NASDAQ SmallCap
Market; and (4) restrictions imposed on the Company by ClearBlue
and its affiliates. Under our arrangement with ClearBlue, the
Company must obtain ClearBlue's consent in order to issue debt
securities or sell shares of its common stock to affiliates, and
ClearBlue might not give that consent. If additional funds are
raised through the issuance of equity or convertible debt
securities, the percentage ownership of the Company's stockholders
will be reduced and its stockholders may experience additional
dilution. There can be no assurance that additional financing will
be available on terms favorable to the Company, if at all. If
adequate funds are not available or are not available on
acceptable terms, the Company's ability to fund its expansion,
take advantage of unanticipated opportunities, develop or enhance
services or products or respond to competitive pressures would be
significantly limited and, accordingly, the Company might not
continue as a going concern.

NORTH AMERICAN ARCHERY: Completes Asset Sale to Escalade Sports
Escalade Sports, a wholly owned subsidiary of Escalade,
Incorporated (Nasdaq: ESCA), completed the acquisition of
substantially all the assets of North American Archery Group, LLC
(NAAG), Gainesville, FL. Escalade Sports has created a new
subsidiary, Bear Archery Inc., to facilitate the acquisition and
capitalize on the notoriety of the Fred Bear name.

Bear Archery will combine the operating expertise of Escalade
Sports and the premium brand names of NAAG to deliver outstanding
products, value and customer relations characteristic of the
Escalade name. The product line includes an exclusive line of
compound bows, traditional re-curve bows, long bows, youth bows,
cross bows, archery accessories and arrow components. Bear Archery
will sell these products under the existing strong brand names
that include Fred Bear, Jennings, Golden Eagle, Brave, and
Satellite Archery.

Bill Reed, President of Escalade, Inc. remarked that "The combined
intellectual property of NAAG and marketing strength of Escalade
Sports will have positive results in the current year. We expect
this acquisition to add between 12 and 14 million in annual sales
and be accretive to earnings in the current year. This addition
strengthens our already strong position in the archery market

Fred Bear, the founder of NAAG and the most recognized name in
archery, is just one of the world recognized brand names in the
intellectual property portfolio acquired from NAAG. The "Fred
Bear" name is synonymous with innovative and creative technologies
such as the compression molded limbs and single cam bows -- both
developed by NAAG. Bear Archery will continue the "Fred Bear"
tradition of leading the industry through innovation and
manufacturing excellence -- a legacy of craftsmanship that is
evident in every bow produced.

Dan Messmer, President of Escalade Sports stated, "The strength of
the intellectual property accompanied with strong brands such as
Fred Bear enables us to expand our distribution. The NAAG product
line, innovations, patents and brands complement our strong
position as a quality manufacturer and distributor of sporting
goods products."

Escalade Sports acquired the assets from NAAG that has operated
under Chapter 11 bankruptcy protection since April 8, 2002. Under
the asset purchase agreement, Escalade Sports paid 9.9 million
dollars in cash and assumed specific liabilities of 1.4 million
dollars. The transaction was funded through existing lines of
credit held by Escalade, Inc. with Bank One Indiana, N.A.

Assets acquired include accounts receivable; inventory; property,
plant and equipment; and intellectual property. The property
plant, and equipment is comprised of land, buildings, and
production equipment located in Gainesville, FL, used in the
manufacture of NAAG's current product line. Escalade Sports
expects to utilize these assets in the present location for the
same general purpose they are currently utilized by NAAG.

Escalade Sports manufactures and distributes a full line of
sporting goods products including Table Tennis Tables and
equipment, Pool Tables and equipment, Basketball Systems, Game
Tables, Archery equipment, Darting Products and Fitness equipment.
For more information about Escalade Sports, visit the company Web
site at:

Escalade is a quality manufacturer and marketer of sporting goods
and office/graphic arts products sold worldwide by better

NRG ENERGY: Disclosure Statement Hearing Set for June 30
Matthew A. Cantor, Esq., at Kirkland & Ellis, in New York,
relates that the NRG Energy Debtors' Plan of Reorganization
affects only these Debtor entities:

    -- NRG Energy;
    -- Power Marketing Inc.;
    -- NRG FinCo;
    -- NRGenerating; and
    -- NRG Capital.

It is NRG's intention to reorganize PMI.  The Debtors' ability to
reorganize PMI is contingent on PMI's ability to cease performing
its obligations under that certain Standard Offer Service
Wholesale Sales Agreement, dated as of October 29, 1999 by and
between the Connecticut Light & Power Company and PMI, and
acceptance of the Plan by PMI's unsecured creditors.

At any time prior to the Confirmation Hearing, the Debtors may
determine to remove PMI from the Plan and pursue a liquidation of
PMI under a separate Chapter 11 plan.  Mr. Cantors notes that
this determination will not affect the distributions under the
Plan with respect to the other entities.

                    Confirmation Hearing

Provided the First Amended Disclosure Statement is approved on
June 30, the Confirmation Hearing is scheduled for August 6, 2003
at 2:30 p.m. prevailing Eastern Time before Judge Beatty in the
U.S. Bankruptcy Court for the Southern District of New York.  The
Confirmation Hearing may be adjourned from time to time by the
Bankruptcy Court without further notice except for announcement
of the adjourned date made at the Confirmation Hearing or any
adjournment thereof, Mr. Cantor adds.

Confirmation Objections, if any, must be filed and served on or
before July 25, 2003 at 4:00 p.m. prevailing Eastern Time. (NRG
Energy Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

NVR INC: S&P Assigns & Affirms Low-B Level Debt Ratings
Standard & Poor's Ratings Services assigned its 'BB+' rating to
NVR Inc.'s $200 million 5% senior unsecured notes due 2010. At the
same time, Standard & Poor's affirmed its 'BB+' corporate credit
rating on NVR Inc. and its 'BB+' rating on the company's $115
million senior unsecured notes. The outlook is stable.

Net proceeds from the note issuance will be used to redeem the
company's outstanding $115 million 8% senior notes and for general
corporate purposes (primarily to finance the completion of NVR's
current backlog).

"The ratings reflect NVR's very strong debt protection and
profitability measures and a solid market position in key mid-
Atlantic markets. These strengths are offset by NVR's demonstrated
appetite for share repurchases and a unique business model that
essentially pushes land investment and model homes off-balance
sheet, requiring analytical adjustments to derive comparatively
meaningful financial ratios," said Standard & Poor's credit
analyst Elizabeth Campbell.

McLean, Virginia-based NVR is the leading builder in the
Washington, D.C. and Baltimore, Maryland home settlement markets.
A robust $2.1 billion contract backlog provides good near-term
visibility to the company's earnings, and with very little
speculative inventory, the company is well positioned should
housing demand weaken. NVR should be able to continue to gradually
increase share in its existing markets while maintaining presently
solid debt protection measures.

ONE PRICE CLOTHING: Strikes Agreement for Sun Capital Investment
One Price Clothing Stores, Inc. (Nasdaq: ONPR), an operator of a
national chain of 574 retail specialty stores offering first
quality, in-season apparel and accessories for women and children,
has executed a definitive agreement for an equity investment by an
affiliate of Sun Capital Partners, Inc., a Boca Raton, FL-based
private investment firm.

Under the agreement, Sun Capital has agreed to purchase newly
issued One Price shares for $7.0 million in cash. Following the
purchase, Sun Capital will own 85% of One Price's outstanding
capital stock. In addition, the Company has reached an agreement
in principle with its existing lenders for an increase in its
working capital facility from $44.65 million to $54.65 million.
Final closing of the Sun Capital acquisition and the enhanced
working capital facility is subject to certain conditions,
including One Price obtaining concessions from its existing
vendors and finalization of documentation reflecting the agreed
upon enhancements to the working capital facility. Subject to
satisfying these conditions, the transaction is expected to close
on or before June 30, 2003.

"We are very excited to announce this transaction in which our new
equity partner, Sun Capital, and our existing bank group, have
agreed to support the Company provided the Company receives the
support of its vendors," said Leonard M. Snyder, Chairman and
Chief Executive Officer. "After a very lengthy exploration and
pursuit of many possible available strategic alternatives, we
believe this transaction will provide our current shareholders and
our creditors with the maximum value attainable given the
Company's current financial condition, as well as the current
difficult economic realities of the retail industry. Upon closing,
One Price will receive a substantial amount of fresh capital, as
well as enhanced availability under its working capital facility.
Equally important, we will benefit from the active support and
hands-on participation of Sun Capital in assisting us to improve
existing operations and rolling out our tri-box store development
strategy. Sun Capital has an outstanding reputation and history of
adding value to its portfolio companies and we anticipate that our
partnership will enable us to strengthen our position in the off-
price apparel industry and help us to increase shareholder value
over the long-term."

"Sun Capital is very enthusiastic about its anticipated investment
in One Price Clothing Stores," said M. Steven Liff, principal of
Sun Capital Partners, Inc. Liff added, "One Price has a strong
brand and serves a growing demographic niche. We believe there are
tremendous opportunities to leverage One Price's strong
merchandising strategy and distribution capabilities through its
existing and new locations, especially its strong performing tri-
box locations. With our capital infusion and operational
expertise, coupled with Lenny Snyder and his outstanding
management team, One Price will be well positioned to reap the
benefits of a much healthier capital structure."

One Price Clothing Stores, Inc. currently operates 574 stores in
30 states, the District of Columbia, Puerto Rico and the U.S.
Virgin Islands under the One Price & More!, BestPrice! Fashions
and BestPrice! Kids brands. For more information about One Price,

Sun Capital Partners, Inc. is a leading private investment firm
focused on leveraged buyouts. Sun Capital has invested in
approximately 50 companies during the past several years with
combined sales in excess of $5 billion. Sun Capital has more than
$700 million under management and is making new investments
through Sun Capital Partners III, LP, a $500 million fund raised
in January 2003. Participating in Sun Capital's fund are leading
fund-of-funds investors, university endowments, pension funds,
financial institutions and high net worth individuals, families
and trusts. For more information about Sun Capital, visit

                         *     *     *

            Strategies and Going Concern Uncertainty

In its latest Form 10-K filed with SEC, One Price Clothing Stores

The Company has incurred operating losses for the past three
fiscal years, and had a deficiency in working capital as of
February 1, 2003. Since the end of fiscal 2002, the Company has
experienced a negative sales trend as compared with the same
period in the prior fiscal year, even after adjusting for the
decrease in the number of stores the Company operates. The
Company's net sales for the first quarter of fiscal 2003 were
11.6% below those for the same quarter of fiscal 2002 which was
well below the level of sales that the Company had expected.
Comparable store sales for the first quarter of fiscal 2003
decreased 10.0% as compared with the same period in fiscal 2002.
This difficult sales trend occurred in one of the historically
strongest net sales quarters of the Company's fiscal year.

The Company believes that there are several reasons for this
recent decrease in net sales, including unusually cool and rainy
weather in many of the geographic markets in which the Company
operates, some imbalances in inventory in select merchandise
categories, economic uncertainty and general decreases in consumer
spending in connection with the recent war in Iraq and its impact
on apparel spending by the Company's target customers.

The current sales trend has negatively affected the Company's
liquidity and capital resources in the first quarter of fiscal
2003. If this sales trend continues in the second quarter of
fiscal 2003, historically the largest sales volume and most
profitable quarter of the Company's fiscal year, the Company may
not continue to be in compliance with certain of its covenants
under its credit facility with its primary lender. This credit
facility subjects the Company to certain covenants requiring a
minimum level of earnings before interest, taxes, depreciation and
amortization, a minimum gross profit percentage and certain sales
and inventory levels that are measured monthly. There can be no
assurance that the Company's primary lender would waive any
instances of non-compliance with certain financial covenants or
amend the credit agreement to adjust such financial covenants. As
a result, if the trend of declining net sales continues, the
Company's results of operations and its liquidity and capital
resources could continue to be negatively affected because funds
may not be available under its revolving credit facility and its
cash flow may not be sufficient to meet the Company's cash needs
to operate its business.

The Company has developed a plan to address these issues. This
plan is designed to provide for additional equity being invested
in the Company, restructure current financing arrangements, and
continuing its merchandising, expense reduction and tri-box store
development strategies as further outlined below. The Company's
ability to meet all obligations as they come due for fiscal 2003,
including planned capital expenditures, is dependent upon the
success in achieving the objectives of this plan. However, because
there is no assurance as to the Company's ability to be successful
in achieving its objectives as outlined below, substantial doubt
exists as to the Company's ability to continue as a going concern.

To address the potential cash flow issues that a continued
negative net sales trend would create, the Company has been
seeking various financing alternatives including potential sales
of equity and/or debt securities of the Company and refinancing of
certain indebtedness. There can be no assurance that the Company
will be successful in its efforts to improve its liquidity and
capital resources through such securities sales, refinancing its
existing credit facilities or otherwise.

The Company plans to continue to focus its merchandising efforts
to reverse the current trend in net sales by, among other things,
continuing to focus on its higher-margin core apparel merchandise
categories of women's and children's apparel and women's
accessories. However, the general decreases in consumer spending
in recent months have impacted the pricing at which merchandise
must be offered and this has had a negative impact on gross margin
which could continue. Given the continuing economic uncertainty
and lower demand for apparel, management intends to maintain
conservative inventory levels. In addition, the Company plans to
continue to focus its efforts on maintaining its tight expense
controls. In fact, since the end of fiscal 2002, the Company has
reduced its corporate office and field management workforce by
approximately ten percent.

The Company plans to continue to focus its store development
efforts and business strategy in the remainder of fiscal 2003 on
its self-described tri-box store concept which consists of stores
ranging from approximately 7,000 to 11,000 square feet, offering
the Company's "BestPrice! Kids" and "BestPrice! Plus" concepts
along with substantially the same junior/misses apparel and
accessories found in the Company's "BestPrice! Fashions" stores.
To date, the Company has opened eleven new tri-box stores and has
converted three existing stores to the tri-box concept. Sales
volumes in each of these stores have exceeded the Company's
standard "BestPrice! Fashions" store. In fact, based on results to
date, management projects that these stores, on average, will
generate substantially more annual sales volume and significantly
more net store contribution than the Company's traditional stores.
Management expects to realize improved leverage of its fixed
overhead and operations as the Company focuses its store
development on these tri-box stores. However, there can be no
assurance that the initial success of the tri-box stores will
continue. In addition, the Company's initiatives to improve sales
and operating results through its focus on the tri-box concept are
designed to improve the Company's operating performance in the
long term and are unlikely to result in immediate improvement in
operating results. There are other factors, many of which are
beyond the Company's control, that could affect the Company's
sales and operating results. See "Certain Considerations," herein.

As a part of the Company's focus on the tri-box concept, the
Company may, over a period of time, attempt to sell certain
smaller square-footage stores that do not fit strategically with
the Company's tri-box focus. In addition, the Company will
continue to close or sell certain smaller square footage under-
performing stores. Management believes that this strategy of
opening new tri-box stores, while at the same time closing or
selling under-performing and/or smaller square-footage stores,
will contribute to improved cash flow, results of operations and
financial condition of the Company in the future. However, there
are a number of risks and uncertainties related to this strategy.

There can be no assurance that the Company's plans as outlined
above will be successful in increasing its net sales and operating

ON SEMICON: Taps Hynix to Provide CMOS Manufacturing Services
Hynix Semiconductor Inc., a leading worldwide semiconductor
foundry, announces that ON Semiconductor, Inc. has signed a multi-
year, renewable agreement establishing Hynix as a volume supplier
of CMOS manufacturing services. Under terms of the agreement,
Hynix will supply production support to ON Semiconductor for their
Power Management products.

"Hynix's cost-conscious business model and advanced manufacturing
services will help ON Semiconductor expand its leadership position
in the Power Management revolution," said Ramesh Ramchandani, vice
president and general manager of Integrated Power Devices
Division, ON Semiconductor.

"This agreement with ON Semiconductor is an important milestone in
our strategy to grow our foundry services business and to deliver
premier products to customers today and into the future," said
Channy Lee, vice president & general manager of foundry business
unit for Hynix. "ON Semiconductor is a market leader of integrated
power devices. Our semiconductor manufacturing services expertise
will help ON Semiconductor expand its leadership position into the
consumer, PC and Industrial markets by offering ON Semiconductor
cost savings and easier design flexibility."

Hynix Semiconductor Inc. of Ichon, Korea, is an industry leader in
the development, sales, marketing and distribution of high-quality
semiconductors, including DRAM, SRAM, Flash memory and system IC
devices. Hynix Semiconductor is the world's leading DRAM supplier
with thirteen semiconductor-manufacturing facilities worldwide,
and production capacity of over 300,000 wafer starts per month. In
addition, Hynix is expanding its system IC business unit with
leading technology and added deep sub-micron foundry services to
strategically broaden its overall semiconductor presence and
achieve its goal of leading the global semiconductor market. Hynix
maintains worldwide development, manufacturing, sales and
marketing facilities.

ON Semiconductor offers an extensive portfolio of power- and data-
management semiconductors and standard semiconductor components
that address the design needs of today's sophisticated electronic
products, appliances and automobiles. For more information visit
ON Semiconductor's Web site at

As reported in Troubled Company Reporter's February 19, 2003
edition, Standard & Poor's assigned its 'B' rating to ON
Semiconductor Corp.'s (B/Negative/--) $200 million of Rule 144a
senior secured notes due 2010. Proceeds of the note issue will be
used to prepay bank debt. Other ratings were affirmed.

The Phoenix, Arizona-based maker of commodity semiconductors had
debt of $1.6 billion, including capitalized operating leases, at
December 31, 2002.

"ON's financial profile, although improving, remains marginal for
the rating level," said Standard & Poor's credit analyst Bruce
Hyman. "If debt-protection measures do not continue to improve in
coming quarters, the ratings could be lowered."

ON SEMICONDUCTOR: Anticipates Flat Second Quarter 2003 Revenues
During its May 1, 2003 conference call and in its first quarter
earnings release, ON Semiconductor (Nasdaq: ONNN) provided
guidance that its second quarter 2003 revenues would be flat as
compared to the first quarter 2003 revenues. The company's
revenues for the first quarter of 2003 were $266.5 million. Based
upon end-market weakness in the automotive and wireless markets,
coupled with approximately 3 percent sequential average price
declines in all of its markets, ON Semiconductor now anticipates
that revenues for the second quarter of 2003 will decline by 3 to
5 percent as compared to the first quarter of 2003. However, as a
result of previously announced cost-reduction actions, the company
still projects that gross margins will improve by 100 to 200 basis
points sequentially over the first quarter of 2003.

"Although disappointed by the top line weakness, I am encouraged
that we have reduced our break-even revenue level through our
cost-reduction efforts," said Keith Jackson, ON Semiconductor
president and CEO. "This will give us a better cost profile going

ON Semiconductor offers an extensive portfolio of power and data
management semiconductors and standard semiconductor components
that address the design needs of today's sophisticated electronic
products, appliances and automobiles. For more information visit
ON Semiconductor's Web site at

As reported in Troubled Company Reporter's February 19, 2003
edition, Standard & Poor's assigned its 'B' rating to ON
Semiconductor Corp.'s (B/Negative/--) $200 million of Rule 144a
senior secured notes due 2010. Proceeds of the note issue will be
used to prepay bank debt. Other ratings were affirmed.

The Phoenix, Arizona-based maker of commodity semiconductors had
debt of $1.6 billion, including capitalized operating leases, at
December 31, 2002.

"ON's financial profile, although improving, remains marginal for
the rating level," said Standard & Poor's credit analyst Bruce
Hyman. "If debt-protection measures do not continue to improve in
coming quarters, the ratings could be lowered."

ORBITAL SCIENCES: Negotiating New Revolver from Bank of America
Orbital Sciences Corporation (NYSE: ORB) announced preliminary
estimated financial results for the second quarter of 2003, as
well as a planned refinancing that the company is pursuing.  Based
on preliminary estimated information, Orbital stated that it
expects to report second quarter revenues of $152 to $157 million,
operating income between $1.0 and $2.5 million, and a net loss in
the range of $3.5 to $5.0 million.  Orbital stated that its free
cash flow is forecast to be approximately $12 to $15 million for
the second quarter. Orbital further stated that the expected net
loss for the quarter is primarily due to an operating loss at the
company's electronic systems segment and expected charges related
to Orbital's settlement with Orbital Imaging Corporation

              Core Business Second Quarter Outlook

The company's core business segments, consisting of its launch
vehicles and advanced programs segment and its satellites and
related space systems segment, are preliminarily estimated to
generate combined second quarter revenues of $146 to $150 million
and combined operating income of $9.5 to $10.5 million.  These
estimated second quarter results reflect continuing strong revenue
growth in the company's launch vehicles and missile defense
interceptors product lines as compared to both the first quarter
of 2003 and the second quarter of 2002, as well as significant
growth in its satellite-related revenues.

             Non-Core Business Second Quarter Outlook

Orbital's second quarter results are expected to be negatively
impacted by weaker than expected performance by the company's
electronic systems segment, which provides transportation
management systems primarily for public transit agencies.  The
company expects that the electronic systems segment will report a
second quarter operating loss in the range of $4.5 to $5.0
million.  This quarterly loss is primarily the result of
adjustments to the estimated costs to complete several TMS
contracts due to extended time to develop and test related

                        ORBIMAGE Update

As announced earlier this year, Orbital will incur a $2.5 million
charge related to a settlement agreement with ORBIMAGE upon the
launch of the OrbView-3 satellite.  The OrbView-3 launch is
currently scheduled to occur later this month and, accordingly,
the above-mentioned estimated second quarter results include this
$2.5 million charge against operating income. Estimated second
quarter results also include an additional $1.0 million settlement
charge related to the delay in the launch and on-orbit checkout of
the OrbView-3 satellite.

                   Estimated Segment Results

Second quarter preliminary results by segment, excluding the
above-mentioned $3.5 million of charges related to the ORBIMAGE
settlement, are estimated to be as follows ($ millions):

                                  Revenues        Operating Income

Launch Vehicles & Advanced          $82 - 84        $8.1 - 8.6

Satellites & Related Space Systems  $64 - 66        $1.4 - 1.9

Electronic Systems                  $7 - 8        $(5.0) - (4.5)

                  Full-Year Guidance Update

Orbital reaffirmed previous guidance with respect to full-year
2003 revenues in the range of $560 to $580 million.  The company
continues to expect a full-year operating income margin in the
range of 6 to 7% of revenue; however, the company currently
expects the margin to be in the lower end of the range.  Orbital
also announced that it is increasing its full-year free cash flow
guidance by $5 million to a range of $25 to $35 million, and
continues to forecast year-end 2003 firm backlog in the range of
$900 to $950 million.

                    Planned Refinancing

Orbital also announced that, subject to market conditions, it is
preparing to commence refinancing of its outstanding $135 million
of 12% Second Priority Secured Notes that were issued in 2002.  It
is anticipated that such refinancing would entail a cash tender
offer and consent solicitation for the 12% notes, a new debt
financing and a replacement of the current Foothill Capital
Corporation credit facility with a new revolving line of credit
with Bank of America.

                    Operational Update

The company has conducted five successful space missions since
early April, consisting of three satellite deployments and two
rocket launches, bringing its year-to-date mission record to eight
successes in eight attempts. As noted above, Orbital expects to
launch the company-built OrbView-3 satellite on a Pegasus rocket
before the end of June.  In addition, the company plans to deliver
or launch three more satellites and rockets in July and August.

               Disclosure of Non-GAAP Measures

The following definition is provided for non-GAAP (Generally
Accepted Accounting Principles) measures (indicated by an
asterisk*) used by the company with this disclosure.  Orbital does
not intend for the information to be considered in isolation or as
a substitute for the related GAAP measures. Other companies may
define the measures differently.

Free cash flow is defined as GAAP net cash provided by operating
activities less capital expenditures for property, plant and
equipment. Management believes free cash flow provides investors
with an important perspective on the company's ability to finance
its operations and to service its debt.  The company's free cash
flow forecasts discussed above include cash provided by operating
activities less forecasted capital expenditures of $2.7 million
and $14.5 million for the second quarter and full year,

Orbital develops and manufactures small space and missile systems
for commercial, civil government and military customers.  The
company's primary products are satellites and launch vehicles,
including low-orbit, geostationary and planetary spacecraft for
communications, remote sensing and scientific missions; ground-
and air-launched rockets that deliver satellites into orbit; and
missile defense boosters that are used as interceptor and target
vehicles.  Orbital also offers space-related technical services to
government agencies and develops and builds satellite-based
transportation management systems for public transit agencies and
private vehicle fleet operators.

More information about Orbital can be found at

As reported in Troubled Company Reporter's April 22, 2003 edition,
Standard & Poor's Ratings Services raised its corporate credit
rating on Orbital Sciences Corp., to 'B+' from 'B'. The outlook is

"The upgrade reflects the company's improved financial profile and
the settlement agreement with bankrupt subsidiary ORBIMAGE," said
Standard & Poor's credit analyst Christopher DeNicolo. The
ORBIMAGE settlement requires a $2.5 million payment by Orbital to
ORBIMAGE upon the launch of the OrbView-3 satellite. In addition,
daily penalties (up to a total of $5 million in aggregate) will
apply if the satellite is not launched by April 30, 2003, or
checked out by Aug. 1, 2003. Orbital has $174 million in debt and

PACIFIC GAS: Issues Comment on Proposed Settlement with CPUC
Pacific Gas and Electric Company and its parent PG&E Corporation
(NYSE: PCG) jointly issued the following statement on the proposed
settlement of the utility's Chapter 11 case with the California
Public Utilities Commission (CPUC) staff, announced by U.S.
Bankruptcy Court Judge Randall Newsome:

"The proposed settlement would resolve the utility's Chapter 11
proceeding on acceptable terms. It meets basic goals we set for
any reorganization plan: It would allow Pacific Gas and Electric
Company to emerge from Chapter 11 as an investment grade utility,
pay all valid creditor claims in full, with interest, and do so
without raising our customers' rates.

"PG&E has agreed to this proposed settlement because it is the
quickest way to resolve the Chapter 11 proceeding, in a manner
that is fair to our customers and our company.

"This proposed settlement would help eliminate much of the
uncertainty that our customers, employees, and shareholders have
faced, and which has gripped the state's energy industry for the
past three years. Under its terms, the judicially-supervised,
proposed settlement would also eliminate the likelihood of
lengthy, costly bankruptcy litigation and appeals between PG&E and
the CPUC. While PG&E would remain an integrated utility subject to
state regulation, we believe this proposed settlement can resolve
the financial issues that led to our seeking bankruptcy
protection, allow the utility to move forward on a sound financial
basis, and also establish a more stable regulatory environment for
the future.

"The proposed settlement must still be approved by the CPUC, the
Bankruptcy Court, and the corporation and utility boards of
directors. As a result of this proposed settlement, PG&E
Corporation and Pacific Gas and Electric Company will prepare a
revised plan of reorganization based on its provisions. The
Official Creditors' Committee will be a co-proponent of the
revised POR and a new creditor vote will occur on this plan.

"This was always a challenging, complicated Chapter 11 case, with
dramatically different views on how it should ultimately be
resolved. We appreciate Judge Newsome's role in bringing the
parties together and helping forge this settlement."

A full copy of the proposed settlement agreement is available on
the PG&E Corporation Web site, at

PAMECO CORPORATION: Turns to FTI Consulting for Financial Advice
Pameco Corporation, together with Pameco Investment Company, Inc.,
ask for authority from the U.S. Bankruptcy Court for the Southern
District of New York to employ FTI Consulting, Inc., as their
Financial Consultants.

FTI has a wealth of experience in providing financial consulting
in chapter 11 cases on behalf of debtors and creditors throughout
the United States.  The Debtors believe that the services of FTI
are necessary to enable the Debtors to maximize the value of their
estates and to successfully implement the Debtors' wind-down plan.

The Debtors are familiar with the professional standing and
reputation of FTI.  The Debtors believe that FTI is well qualified
and able to represent the Debtors in a cost-effective,
efficient, and timely manner.

The Debtors relate that on March 18, 2003, FTI was engaged to
provide financial advisory services to the Debtors. Since this
time, FTI has developed a great deal of institutional knowledge
regarding the Debtors' operations, finance and systems. Such
experience and knowledge will be valuable to the Debtors in their
effort to reorganize.

Accordingly, the Debtors wish to retain FTI to:

     a) advise management in organizing resources and activities
        to insure effective management of the chapter 11 process
        including but not limited to the assistance with
        implementation of accounting procedures as required by
        the Bankruptcy Code;

     b) assist in preparing reports and filings as required by
        the Bankruptcy Court, or the Office of the United States
        Trustee including but not limited to monthly operating
        reports, schedules of assets and liabilities, and
        statement of financial affairs;

     c) assist in preparing financial information for
        distribution to creditors and other parties- in-interest
        including but not limited to cash receipts and
        disbursements, financial statements, and proposed
        transactions for which Bankruptcy Court approval is

     d) assist in identifying and implementing cost containment
        opportunities and asset redeployment opportunities;

     e) assist in preparing business plans, budgets and
        analyzing the business and financial condition of the

     f) analysis of assumption and rejection issues regarding
        executory contracts and leases;

     g) assist in evaluating reorganization strategies and
        alternatives available to the Debtors including the sale
        or sales of substantially all of the Debtors' assets;

     h) assist in developing the Debtors' projections and

     i) prepare asset and liquidation valuations;

     j) assist in preparing documents necessary for confirmation
        of a plan of reorganization, including financial and
        other information contained in the plan of
        reorganization and disclosure statement;

     k) advise and assist the Debtors in negotiatio ns and
        meetings with the various creditor constituencies;

     l) advise and assist management regarding the claims
        resolution procedures, including analysis of creditor's
        claims by type and entity, and maintenance of the claims

     m) render testimony regarding feasibility of a plan of
        reorganization, avoidance actions and other matters, as

     n) assist in matters concerning employee retention programs
        and severance, as appropriate; and

     o) other financial and restructuring advisory services
        provided at the request of the Debtors or Debtors'
        counsel to assist the Debtors in their businesses and

Keith F. Cooper, Senior Managing Director of FTI will head the
engagement team.  Mr. Cooper reports that his firm will charge the
Debtors in their current hourly rates of:

     Senior Managing Director           $500 - $595 per hour
     Directors / Managing Directors     $325 - $490 per hour
     Associates / Senior Associates     $150 - $325 per hour
     Administration / Paraprofessionals $ 75 - $140 per hour

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

PEREGRINE SYSTEMS: Court to Consider Plan on July 8 & 9, 2003
The U.S. Bankruptcy Court for the District of Delaware approved
the Disclosure Statement prepared by Peregrine Systems, Inc., and
its debtor-affiliates, to explain their Fourth Amended Plan of
Reorganization.  The Court ruled that the Disclosure Statement
contains the right amount of the right kind of information needed
by creditors to vote whether to approve or reject the Debtors'

The Court will convene a hearing to consider the confirmation of
the Debtors' Plan on July 8 and 9, 2003, beginning each day at
9:00 a.m. EDT, before the Honorable Judith K. Fitzgerald.

Objections, if any, to the Plan must be received by the Debtors,
their Counsel, the Office of the United States Trustee, the
Counsel for the Factoring Banks, the Counsel for the Official
Committee of Unsecured Creditors, and the Counsel for the Official
Committee of Equity Security Holders before 4:00 p.m. on
June 27, 2003. Contact information for the parties can be obtained
from the Debtors' Counsel at the number noted:

     Pachulski, Stang, Ziehl, Young, Jones & Weintraub PC
     Laura Davis Jones, Esq.
     Richard M. Pachulski, Esq.
     Jeremy V. Richards, Esq.
     Jonathan A. Galbraith, Esq.
     919 North Market Street,
     16th Floor
     P.O. Box 8705
     Wilmington, DE 19899-8705
     Tel: 302-652-4100
     Fax: 302-652-4400

Peregrine Systems, Inc., the leading global provider of
Infrastructure Management software, filed for chapter 11
protection on September 22, 2002 (Bankr. Del. Case No. 02-
12740). Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl
Young Jones & Weintraub represents the Debtors in their
restructuring efforts.  When the Company filed for protection
from its creditors, it listed estimated debts and assets of more
than $100 million.

PETROLEUM GEO: Fitch Maintains Negative Watch on C Senior Rating
Fitch Ratings maintains the Rating Watch Negative status on
Petroleum Geo-Services ASA (PGO) 'C' senior unsecured debt rating
and trust preferred securities. This follows today's announcement
that PGO 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. However, restructuring is considered to be an event
of default and the rating of PGO's senior unsecured debt and its
trust preferred securities will be lowered to 'D' upon
implementation of the restructuring.

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. Based on
this prenegotiated agreement in principle, PGO is likely to use a
U.S. Chapter 11 procedure at the parent company level to carry out
the restructuring. PGO is a technologically focused oilfield
service company principally involved in two businesses:
geophysical seismic services and production services. PGO
acquires, processes, manages and markets 3D, time-lapse and
multicomponent seismic data. This data is used by oil and gas
companies in exploration for new reserves, development of existing
reservoirs and management of producing oil and gas fields. In its
production services business PGO owns and operates four FPSOs and
operates numerous offshore production facilities for oil and gas
companies to produce from offshore fields more cost effectively.

DebtTraders reports that Petroleum Geo-Services ASA's 8.150% bonds
due 2029 (PGSA29NOR1) are trading at 63 cents-on-the-dollar. See
real-time bond pricing.

PHILIP SERVICES: Retains Porter & Hedges as Bankruptcy Attorneys
Philip Services Corporation and its debtor-affiliates seeks
approval from the U.S. Bankruptcy Court for the Southern District
of Texas to employ Porter & Hedges LLP as Bankruptcy Co-Counsel.

The Debtors initially retained Porter & Hedges in October 2002 to
assist the company in connection with its restructuring efforts
including the divestiture of the Industrial Outsourcing Group's
Project Services Division.  During April and May 2003, Porter &
Hedges has rendered general legal services to PSC in connection

     (i) certain post-closing matters related to the PSCIOI
         Asset Sale, and

    (ii) limited securities compliance matters.

Additionally, Porter & Hedges also began assisting PSC in matters
related to an out of court restructuring with its creditors and
equity holders and a potential Chapter 11 bankruptcy filing.
During the course of this representation, Porter & Hedges has
become familiar with the Debtors' business affairs and many of the
pertinent legal issues which may arise in the context of these
Chapter 11 cases.  The Debtors maintain that Porter & Hedges'
continued retention is in the best interests of the Debtors, their
estates and creditors.

The Debtors have also sought the Court's approval to retain
Sonnenschein, Nath & Rosenthal as co-bankruptcy counsel.  The two
firms will use its best efforts to avoid the duplication of

In this engagement, Porter & Hedges will:

     a) provide legal advice with respect to Debtors' rights and
        duties as debtors in possession and continued business

     b) assist, advise and represent PSC in analyzing the
        Debtors' capital structure, investigating the extent and
        validity of liens, cash collateral stipulations or
        contested matters;

     c) assist, advise and represent the Debtors in postpetition
        financing transactions;

     d) assist, advise and represent the Debtors in the sale of
        certain assets or companies;

     e) assist, advise and represent the Debtors in the
        formulation of a joint disclosure statement and plan of
        reorganization and to assist the Debtors in obtaining
        confirmation and consummation of a joint plan of

     f) assist, advise and represent the Debtors in any manner
        relevant to preserving and protecting Debtors' estates;

     g) investigate and prosecute preference, fraudulent
        transfer and other actions arising under Debtors'
        bankruptcy avoiding powers;

     h) prepare on behalf of Debtors all necessary applications,
        motions, answers, orders, reports, and other legal

     i) appear in Court and to protect the interests of Debtors
        before the Court;

     j) assist the Debtors in administrative matters;

     k) perform all other legal services for the Debtors which
        may be necessary and proper in these proceedings;

     l) assist, advise and represent the Debtors in any
        litigation matter;

     m) continue to assist and advise the Debtors in general
        corporate and other matters previously described in this

     n) provide other legal advice and services, as requested by
        the Debtors, from time to time; and

     o) provide traditional local counsel services such as
        filing of documents with the Court, service of notice,
        monitoring dockets and maintaining mailing lists.

John F. Higgins, IV, Esq., discloses that Porter & Hedges; hourly
rates range from:

          Partners                       $300 to $500 per hour
          Of Counsel                     $260 to $385 per hour
          Associates/Staff Attorneys     $170 to $280 per hour
          Legal Assistants/Law Clerks    $100 to $140 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).  When the Company filed for
protection from its creditors, it listed $613,423,000 in total
assets and $686,039,000 in total debts.

PHOTOWORKS: Says $1.6MM Penalty Will Adversely Affect Liquidity
On May 15, 2003, the International Trade Commission upheld a
penalty assessment of $1.6 million against the PhotoWorks, Inc.
for violation of a prior cease and desist order involving patents
owned by Fuji Photo Film Co. Ltd. for single-use cameras.

This action by the International Trade Commission is subject to
appeal to the Federal District Court of Appeals. The Company
believes it has strong arguments regarding the infringement
determination and $1.6 million penalty and intends to aggressively
pursue such challenges to the International Trade Commission
order.  If the Company is required to pay the $1.6 million
penalty, it will have a significant impact on the financial
condition, results of operations and liquidity of the Company.

The Company will accrue the $1.6 million penalty in its financial
statements for the quarter ending June 28, 2003.

PhotoWorks, Inc., is a leading photo services company dedicated
to providing its customers with innovative ways to create and
tell the stories of their lives through photos. The Company
offers an array of complementary services and products primarily
under the brand names PhotoWorks(R) and Seattle FilmWorks(R).

                         *   *   *

                 Liquidity and Capital Resources

As of February 1, 2003, the Company's principal source of
liquidity included approximately $3,934,000 in cash and cash
equivalents, which includes the $1,808,000 tax refund received
in January 2003. In addition, in the first quarter of fiscal
2003, the Company generated cash from operating activities of
$880,000 compared to $48,000 in the first quarter of fiscal
2002. The increase was due to certain expenditures made in
September 2002 of $3,455,000, primarily for prepayment of
postage amounts, which is being utilized in fiscal 2003. As of
December 28, 2002, approximately $1,747,000 of the prepaid
expenditures remain. The decrease in prepaid expenses of
$1,899,000 was partially offset by a decrease in accounts
payable of $430,000, a decrease in accrued compensation of
$346,000 and an increase in net loss.

The Company currently anticipates that existing cash and cash
equivalents and projected future cash flows from operations will
be sufficient to fund its operations, including any capital
expenditures, through at least December 31, 2003. However, if
the Company does not generate sufficient cash from operations to
satisfy its ongoing expenses, the Company may be required to
seek external sources of financing or refinance its obligations.
Possible sources of financing include the sale of equity
securities or bank borrowings. There can be no assurance that
the Company will be able to obtain adequate financing in the

PIONEER NATURAL: Project Completion Prompts S&P to Affirm Rating
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit rating on Pioneer Natural Resources Corp., and revised its
outlook on the company to positive from stable.

Pioneer is a midsized independent exploration and production (E&P)
company. Irving, Texas-based Pioneer had $1.8 billion of debt and
operating leases outstanding as of March 31, 2003.

"The positive outlook reflects the potential for a ratings upgrade
during the next 12 to 24 months as the company brings the last two
of its large projects known as the Big 4 to completion (thus
eliminating a large source of execution risk) and reduces debt
from internal cash flow by at least $300 million," said Standard &
Poor's credit analyst Bruce Schwartz. "In addition, a ratings
upgrade would be predicated on Pioneer better defining new field
developments to offset eventual production declines of the Big 4

Standard & Poor's also said that integral to the company achieving
a capital structure consistent with an investment-grade rating is
good field performance from the company's Big 4 projects and
political stabilization in Argentina.

During the year, Pioneer's core producing properties have shifted
from mature onshore basins to the deepwater Gulf of Mexico. The
company's business strategy is to redeploy free cash flow from the
Spraberry field in the Permian Basin and Hugoton/West Panhandle
field in the Midcontinent to grow areas in Canada, Argentina,
South Africa, and the deepwater Gulf of Mexico.

The latter two areas include a collection of projects known as the
Big 4 (which are the Canyon Express, Falcon, Sable, and Devil's
Tower fields) and are expected to drive a 50% increase in
companywide production in 2004 from 2002 levels.

POPE & TALBOT: S&P Says Weak Credit Measures Make Outlook Negative
Standard & Poor's Ratings Services revised its outlook on pulp and
lumber producer Pope & Talbot Inc. to negative from stable based
on concerns about recovery of the company's credit measures to
appropriate levels.

Standard & Poor's said that it has affirmed its 'BB' corporate
credit rating on the company. Total debt outstanding at
March 31, 2003.

"The outlook revision reflects concerns that the protracted
downturn in pulp and paper markets, challenging lumber conditions,
and a strong Canadian dollar could prevent Pope & Talbot's credit
measures from improving to levels necessary to maintain the
current ratings," said Standard & Poor's credit analyst Pamela
Rice. "Standard & Poor's recognizes that Pope & Talbot's cash
flows and credit measures are subject to wide fluctuations because
its products are highly cyclical commodities. However, the
company's financial profile has been weak for longer than
expected, and is likely to see only modest improvement in 2003."

The ratings reflect Portland, Ore.-based Pope & Talbot Inc.'s
below-average business position as a moderate-size pulp and lumber
producer and an aggressive financial profile.

SAMSONITE CORP: Inks New Recapitalization Pact to Reduce Debt
While the Company has not yet published a meeting date, the annual
meeting of stockholders of Samsonite Corporation, a Delaware
corporation, will be held on at the Double Tree Hotel Denver
Southeast, 13696 East Iliff Place, Aurora, Colorado:

1.To vote on an amendment to the terms of the Company's existing
  preferred stock, to permit it to convert its outstanding
  existing preferred stock into a combination of shares of its new
  convertible preferred stock and shares of its common stock, or a
  combination of shares of its common stock and warrants;

2.To vote on an amendment to the Certificate of Incorporation to
  increase from 60,000,000 shares to 1,000,000,000 shares the
  aggregate number of shares of common stock authorized to be

3.To vote on an amendment to the Certificate of Incorporation to
  eliminate the provision that requires the Board of Directors to
  be classified into three classes;

4.To vote to elect one Class II director for a term of three years
  and until a successor is elected and qualified;

5.To vote to approve an amendment to the 1999 Stock Option and
  Incentive Award Plan;

6.To vote to approve and ratify the appointment of KPMG LLP as
  independent auditors for fiscal 2004; and

7.To transact such other business as may properly come before the

On May 1, 2003 Samsonite entered into a recapitalization agreement
with certain new investors. The recapitalization, if completed,
will enable the Company to reduce its indebtedness and convert its
existing preferred stock.

Approval of each of Proposals 1, 2 and 3 is a necessary condition
for the completion of the recapitalization. If each of Proposals
1, 2 and 3 is not approved or in the event that these three
proposals are approved but the recapitalization is abandoned
either by Samsonite or the new investors, Samsonite reserves the
right to abandon each of the amendments described in these three

No close of business date has yet been set by the Board of
Directors in determining the record date for designating
stockholders entitled to notice of, and to vote at, the meeting.
Holders of Company common stock as of the record date will be
entitled to vote on Proposals 1 through 6 and any other matters
that may properly come before the meeting.

Samsonite entered into a recapitalization agreement with an
affiliate of Ares Corporate Opportunities Fund, L.P., Bain Capital
(Europe) LLC and Ontario Teachers' Pension Plan Board. Certain
matters relating to the recapitalization will be presented for
approval by Samsonite common stockholders at the annual meeting.

The essential elements of the recapitalization are:

The infusion of $106 million in cash through the sale to the new
investors of a new series of convertible preferred stock which is
referred to as Samsonite's new convertible preferred stock.

The repayment of all outstanding amounts under Samsonite's
existing bank credit facility.

The replacement of Samsonite's existing bank credit facility with
a new $60 million revolving credit agreement.

The conversion of all of Samsonite's 137/8% senior redeemable
exchangeable preferred stock into a combination of shares of
Samsonite new convertible preferred stock and shares of its common
stock, or a combination of shares of its common stock and

                        *   *   *

As reported in the May 8, 2003, issue of Troubled Company
Reporter, the ratings of Samsonite Corporation were affirmed by
Moody's Investors Service. Outlook for the ratings was changed
to developing from negative due to the company's planned
recapitalization pact that could sizably reduce the company's
debts and refinance its current debt facility.

                      Affirmed Ratings

   * B3 - Senior implied rating;

   * B2 - $70.0 million senior secured revolving credit facility
          due in June 2004;

   * B2 - $35.2 million senior secured European term loan
          facility due June 2004;

   * B2 - $46.2 million senior secured U.S. term loan facility
          due June 2005;

* Caa2 - $322.8 million 10-3/4% senior subordinated notes due
           June 2008;

    * C - $309.1 million 13-7/8% senior redeemable preferred
          stock due June 2010;

* Caa1 - Senior unsecured issuer rating.

SAVANNAH II: Fitch Further Junks Class C Notes Rating to CC
Fitch Ratings has taken rating action on the following classes of
notes issued by Savannah II CDO Limited a collateralized debt

        -- $293,075,880 class A notes to 'BB' from 'A-';

        -- $18,450,000 class B notes to 'B' from 'BB+';

        -- $22,500,000 class C notes to 'CC' from 'CCC'.

The aforementioned classes will remain on Rating Watch Negative
due to the uncertainty of the timing and ultimate resolution of
current impaired assets and the continuing risk of deterioration
in the reference pool.

Savannah has experienced impairment of certain referenced assets,
which are expected to incur losses. The timing and ultimate
recovery value of many of these referenced assets is uncertain and
may be below Fitch's assumed recovery values. The transaction also
contains certain referenced assets that have experienced credit
deterioration but are not currently impaired. It is unclear
whether the credit quality of these referenced assets has
stabilized, thereby increasing the risk that the reference pool's
credit deterioration will continue.

Barclays Bank Plc is the arranger, portfolio credit swap
counterparty, and portfolio manager for Savannah.

This latest rating action with respect to Savannah principally
results from the continuing deterioration of certain referenced
assets in underperforming sectors such as CDOs, aircraft
securitizations, and manufactured housing.

SLATER STEEL: Seeks Okay to Tap Richards Layton's Legal Services
Slater Steel U.S., Inc., and its debtor-affiliates ask for
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ and retain Retention of Richards, Layton &
Finger, PA, as their local counsel in their chapter 11 cases.

In addition, the Debtors disclose that they are also asking the
Court's approval for the retention of Jones Day as counsel.  The
Debtors assure the Court that the two firms' services will not be
duplicative with each other.

The Debtors selected Richards Layton as their co-counsel because
of the firm's extensive experience and knowledge in the field of
debtors' and creditors' rights and business reorganizations cinder
chapter 11 of the Bankruptcy Code and because of its expertise,
experience, and knowledge practicing before this Court, its
proximity to the Court, and its ability to respond quickly to
emergency bearings and other emergency matters in this Court.

The Debtors expect Richards Layton to:

     a) advise the Debtors of their rights, powers and duties as
        debtors and debtors in possession;

     b) take all necessary action to protect and preserve the
        Debtors' estates, including the prosecution of actions
        on the Debtors' behalf, the defense of any actions
        commenced against the Debtors, the negotiation of
        disputes in which the Debtors are involved, and the
        preparation of objections to claims fled against the
        Debtors' estates;

     c) prepare on behalf of the Debtors all necessary motions,
        applications, answers, orders, reports, and papers in
        connection with the administration of the Debtors'

     d) negotiate and prepare on behalf of the Debtors a plan of
        reorganization and all related documents; and

     e) perform all other necessary legal services in connection
        with the Debtors' chapter 11 cases.

The professionals designated to represent the Debtors in these
cases and their current hourly rates are:

          Daniel J. DeFranceschi   $425 per hour
          Paul N. Heath           $285 per hour
          Rebecca L. Booth         $245 per hour
          Marc T. Foster           $245 per hour
          Amanda R. Kernish        $130 per hour

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).  When the Company filed for protection
from its creditors, it listed estimated assets of over $10 million
and debts of more than $100 million.

SOLECTRON CORP: Third Quarter Net Loss Balloons to $3 Billion
Solectron Corporation (NYSE:SLR), a leading provider of
electronics manufacturing and supply-chain management services,
reported fiscal third-quarter sales of $2.8 billion, in line with
the company's guidance for sales of $2.6 to $2.9 billion. That
compares with sales of $3.0 billion in the same quarter last year
and $2.8 billion in the second quarter of fiscal 2003.

In the quarter ended May 31, the company recorded a GAAP net loss
of $3.1 billion, compared with a GAAP net loss of $111 million in
the previous quarter and a GAAP net loss of $284 million in the
third quarter of last year.

Excluding non-cash pre-tax charges of $2.8 billion for the
revaluation of goodwill, intangible assets and deferred tax assets
and a pre-tax restructuring charge of $223 million, Solectron had
a pro forma third-quarter net loss of $79 million. The company's
guidance of a 1 to 4 cent per share pro forma net loss for the
third quarter had anticipated a tax benefit rate of approximately
55 percent, consistent with earlier quarters. As a result of the
company's decision to record a valuation allowance on deferred tax
assets, the tax benefit rate on operations decreased to zero,
resulting in the pro forma $79 million net loss, or a 10-cent loss
per diluted share.

In the second quarter, Solectron had a pro forma net loss of $10
million, or 1 cent per diluted share that included a tax benefit
rate of 56 percent.

               Summary of Third-Quarter Charges

-- Goodwill and Intangibles. During the third quarter, the company
   performed a review of its goodwill and intangible assets as
   required by SFAS No. 142 and SFAS No. 144. This review resulted
   in a pre-tax charge of $1.9 billion to revalue goodwill, and a
   pre-tax charge of $161 million to revalue intangible assets.

-- Deferred Tax Asset Allowance. After the end of the quarter, the
   company also performed a review of its deferred tax assets in
   accordance with SFAS No. 109. This review resulted in a
   decision to record a net tax valuation allowance of $721

-- Restructuring. The company also recorded a pre-tax
   restructuring charge of $223 million related to previously
   announced restructuring programs.

As a result of these charges, Solectron will not be in compliance
with one of the covenants of its undrawn, $450 million credit
facility. Solectron is engaged in discussions with its bankers to
obtain an amendment to the minimum tangible net worth covenant and
believes it will be successful in obtaining this amendment.
Solectron ended the third quarter with $1.7 billion in cash and
short-term investments and has no present plans to draw on the
credit facility.

The company repurchased $514 million of outstanding LYONs putable
in May 2003 during the quarter.

"While this quarter was complicated with a number of revaluations
that had a negative impact on earnings, we believe the resulting
balance sheet is stronger and better positions us for the future.
I am pleased we are winning new business having signed engagements
with 13 new customers during the quarter," said Mike Cannon,
president and chief executive officer. "In addition, we made
steady improvements in inventory turns, days sales outstanding and
reduced our cash-to-cash cycle by six days."

Fourth-quarter guidance is for sales of $2.6 to $3.0 billion, and
for pro forma EPS, excluding restructuring and impairment and
other unusual items, of a range from a 2-cent loss to a 6-cent
loss. This EPS estimate does not contemplate any income tax

                    Pro Forma Information

In addition to disclosing results determined in accordance with
generally accepted accounting principles (GAAP), Solectron also
discloses non-GAAP results of operations that exclude certain
items. By disclosing this pro forma information, management
intends to provide investors with additional information to
further analyze the company's performance, core results and
underlying trends. Management utilizes a measure of net loss and
loss per share on a pro forma basis that excludes certain charges
to better assess operating performance. Each excluded item is
considered to be of a non-operational nature in the applicable

Earnings guidance is provided only on a pro forma basis due to the
inherent difficulty in forecasting such charges. For example,
Solectron may, from time to time, retire debt based on market
conditions. We are unable to forecast any gains or losses
resulting from these retirements due to the uncertainty related to
the timing and pricing of such transactions. Consistent with
industry practice, management has historically applied these
measures when discussing earnings or earnings guidance and intends
to continue doing so.

Pro forma information is not determined using GAAP; therefore, the
information is not necessarily comparable to other companies and
should be used to compare the company's performance over different
periods. Pro forma information should not be viewed as a
substitute for or superior to net loss or other data prepared in
accordance with GAAP as measures of our profitability or
liquidity. Users of this financial information should consider the
types of events and transactions for which adjustments have been

Solectron -- provides a full range of
global manufacturing and supply-chain management services to the
world's premier high-tech electronics companies. Solectron's
offerings include new-product design and introduction services,
materials management, high-tech product manufacturing, and product
warranty and end-of-life support. Solectron, based in Milpitas,
Calif., is the first two-time winner of the Malcolm Baldrige
National Quality Award. The company had sales of $12.3 billion in
fiscal 2002.

                           *   *   *

As previously reported, Standard & Poor's Ratings Services lowered
its corporate credit and senior unsecured debt ratings on
Solectron Corp., to 'BB-' from 'BB'. The subordinated debt rating
was lowered to 'B' from 'B+'.

At the same time, Standard & Poor's assigned its 'BB' bank loan
rating to the company's new $450 million senior secured revolving
credit facilities. The outlook is negative. Solectron's debt
totals $4 billion.

"The downgrade reflects a weaker-than-expected sales forecast for
the May 2003 quarter, and follows the company's announcement that
it plans to undertake additional restructuring of its operations,"
stated Standard & Poor's credit analyst Emile Courtney.

SOLECTRON INC: Appoints Marc Onetto as EVP Worldwide Operations
Marc Onetto, a senior GE executive with an extensive background in
manufacturing, supply-chain management, information technology and
quality, will join Solectron Corporation (NYSE:SLR) as executive
vice president of worldwide operations. He will report to Mike
Cannon, president and chief executive officer.

At Solectron, Onetto will be responsible for worldwide
manufacturing, materials management, quality, new product
introduction, information technology, logistics and repair

"We are delighted to have Marc join Solectron's senior leadership
team," Cannon said. "Marc is an outstanding leader and he brings
an extensive - and very relevant - background to this key position
at Solectron."

Onetto joins Solectron after a 15-year career at GE. Most
recently, as vice president of GE's European operations, he was
responsible for implementing shared services and other steps to
improve efficiency across GE's businesses in Europe. From 1992
through last year, he held several senior leadership positions
involving global supply chain, global quality/six sigma, global
process reengineering and chief information officer in GE's
Medical Systems business. Prior to GE, Onetto spent 12 years with
Exxon Corporation in a number of assignments in supply operations,
information systems and finance. He holds a B.A. in economics from
the University of Lyon, France, an M.S. in engineering from Ecole
Centrale de Lyon and a master's degree in industrial
administration from Carnegie Mellon University, Pittsburgh.

His achievement in turning around a high-tech operation at GE was
recognized in Jack Welch's book. Onetto, 52, will be based at
Solectron's corporate headquarters in Milpitas, Calif.

"I am excited to join Solectron and the terrific leadership team
Mike has put together. At GE, I learned the fundamentals of a
customer-centric supply chain: globalization, quality and
flexibility. Add a team of energized people and there is no limit
to what can be achieved in operations," Onetto said. "The road
ahead is very simple - to combine a strong market position with
world-class operations, and make Solectron the supplier of choice
for EMS customers."

Solectron -- provides a full range of
global manufacturing and supply-chain management services to the
world's premier high-tech electronics companies. Solectron's
offerings include new-product design and introduction services,
materials management, high-tech product manufacturing, and product
warranty and end-of-life support. Solectron, based in Milpitas,
California, had sales of $12.3 billion in fiscal 2002.

SPACEDEV: PKF Succeeds Nation Smith as New Independent Auditors
The Sarbanes-Oxley Act of 2002 established the Public Company
Accounting Oversight Board and charged it with the responsibility
of overseeing the audits of public companies that are subject to
the federal securities laws.  Under the Act, the PCAOB's duties
include the establishment of a registration system for public
accounting firms. The PCAOB has proposed rules for the
registration process, which will require approval of the U.S.
Securities Commission prior to enforcement. Within 180 days after
SEC approval, all public accounting firms will be required to
register with the PCAOB if they wish to prepare or issue audit
reports on U.S. public companies, or to play a substantial role in
the preparation or issuance of such reports.  Once registered,
public accounting firms will be required to file periodic reports
with the PCAOB. At this time, the cost of compliance with these
new rules cannot be determined, and, as a result of the recent
legislation, the cost of professional liability insurance for
public accounting firms has dramatically increased.

Spacedev Inc. was informed by its independent auditor, Nation
Smith Hermes & Diamond, P.C, that it will not register with the
PCAOB and, as a result, would not be able to continue to act as
the Company's independent auditor once the rules are in effect.
Effective June 3, 2003, Nation Smith resigned its position as
Spacedev's independent auditor.

Nation Smith last reported on Spacedev's financial statements as
of February 13, 2003.  The report, which covered the two fiscal
years ended December 31, 2002, was modified for going concern.
While Nation Smith expressed concern as to the Company's ability
to remain a going concern, neither the report nor the financial
statements for the periods contained any other adverse opinion or
disclaimer of opinion.

The change of independent accountants was ratified by Spacedev's
Board of Directors on June 3, 2003.

Spacedev has engaged PKF, Certified Public Accountants, A
Professional Corporation as its new independent accountant on
June 3, 2003.

SUCCESSORIES INC: Shareholders OK Merger with S.I. Acquisition
Successories, Inc. (OTCBB:SCES) announces that its shareholders
have approved the proposed merger with S.I. Acquisition LLC, an
Illinois limited liability company formed principally for the
benefit of Jack Miller, the Chairman of Successories, members of
his family and Howard Bernstein, a member of Successories' board.
Following the vote at a special meeting of Successories'
shareholders, the merger was consummated and Successories merged
with and into S.I. Acquisition LLC, becoming a privately held
company. Accordingly, Successories has filed notices with the
Securities and Exchange Commission and with the Over-the-Counter
Bulletin Board requesting termination of registration and removal
from quotation, respectively.

At the time of the merger, Successories outstanding shares (other
than shares already owned by S.I. Acquisition LLC and shares held
by those shareholders, if any, who properly dissented) converted
into the right to receive, respectively, $0.30 for each share of
common stock and $15.00 (plus all accrued and unpaid dividends)
for each share of series B convertible preferred stock.
Instructions explaining how shareholders may exchange their shares
of Successories' stock for the merger consideration will be mailed
to shareholders.

Successories, Inc. designs, manufactures, and markets a diverse
range of motivational and self-improvement products, many of which
are Successories' own proprietary designs, for business and
personal motivation. Successories' products are sold via the
millions of catalogs it mails each year and through 19 franchise
stores and 2 joint venture store operations. Additionally,
Successories' products may be purchased online via its Web site at

                         *    *    *

As of February 1, 2003, the Company was in compliance with all the
debt covenant requirements of its credit facility agreement. The
Provident Bank extended the term of the credit facility to June
30, 2003. The bank has not given indication that they intend to
renew the credit facility agreement. The Company continues
discussions with various financing sources for funding
alternatives to its current credit facility, and to date has not
been able to secure alternate financing. The Company is currently
in discussions with two banks to obtain a credit facility in the
event the pending merger transaction with S.I. Acquisition LLC
closes. In each case, the banks are requiring a personal guarantee
or pledge of assets from the Company's Chairman of the Board, Jack
Miller. In the event the merger transaction does not close and the
Company is unable to secure additional bank borrowings or
alternative sources of capital, the Company will have liquidity
issues and as such, the Company's auditors have raised substantial
doubt about the Company's ability to continue to operate as a
going concern. In such event, the Company may consider filing for
protection under the United States bankruptcy laws.

SUN HEALTHCARE: Inks Pact Settling U.S. Trustee's Quarterly Fees
A dispute arose between the Sun Healthcare Group Debtors and the
U.S. Trustee concerning the calculation of the U.S. Trustee's fees
pursuant to Section 1930(a)(6) of the Judiciary Procedures Code.

Pursuant to the Confirmation Order, both parties agreed that the
Debtors should escrow the disputed funds pending resolution of
the dispute.  The Confirmation Order provides that "no withdraws
or transfers of funds of the [escrow] [a]ccount will be made
until the amount of Section 1930(a)(6) fees due has been
determined by a final non-appealable order and upon further Court

To recall, on June 26, 2002, the Court closed all of the Debtors'
cases other than the lead case of Sun Healthcare Group, Inc. and
in connection with this, the Debtors deposited additional amounts
into the escrow account.

As of April 30, 2003, the amount in escrow was $5,214,538.

To avoid the costs, delays and uncertainties associated with
litigation over the proper amount of Quarterly Fees due to the
U.S. Trustee, the parties have settled the dispute by a letter
agreement.  The parties agreed that the escrow agent would pay
$4,660,200 to the U.S. Trustee and $554,338 to the Debtors in
accordance with the instructions sent to the escrow agent on
May 20, 2003.

The Debtors and the U.S. Trustee believe that no other party has
vested interest in the settlement.  After reviewing the Settlement
Agreement, Judge Fitzgerald finds that it is a fair and reasonable
compromise.  Hence, Judge Fitzgerald approves the parties'
settlement agreement. (Sun Healthcare Bankruptcy News, Issue No.
56; Bankruptcy Creditors' Service, Inc., 609/392-0900)

SYSTECH RETAIL: Files Plan of Reorganization in North Carolina
Systech Retail Systems Corp., a leading provider of technology
solutions for retail, has filed a Plan of Reorganization with the
U.S. Bankruptcy Court for the Eastern District of North Carolina -
Raleigh Division and in Canada with Ontario Superior Court of
Justice, under the Companies' Creditors Arrangement Act.  Systech
and its subsidiaries in the United States and Canada filed
voluntary petitions for reorganization under Chapter 11 on
January 13, 2003 and CCAA on January 19, 2003.

"The filing of the Plan and Disclosure Statement is a key
milestone in the Company's financial restructuring" said Randy W.
Harris, Systech's President and Chief Operating Officer. We
believe the Plan is equitable for all stakeholders and that the
framework for a successful reorganization has been established.

The Plan provides the necessary tools and capital structure to
grow Systech's existing franchise in the retail technology sector
and calls for the appointment of a new, five-member board of
directors upon confirmation of the Plan. The Plan also includes
arrangements for new working capital financing to be made
available to the Company concurrent with its exit from bankruptcy

Since filing for Bankruptcy protection, Systech has concluded all
strategic initiatives in the areas of infrastructure and human
capital. Premises, fleet, insurance, capital and operating leases,
and variable cost areas have all been rationalized achieving
significant cost reductions and the Company's near-term financial

Throughout the Chapter 11 and CCAA process, Systech has retained
substantially all of its existing business and signed several new
product and long-term service contracts. Systech acknowledges the
support that received from clients, employees, vendors and other
stakeholders throughout this process.

The Disclosure Statement is subject to the approval of the U.S.
Bankruptcy Court before distribution for solicitation of votes for
confirmation of the Plan by classes of creditors. Systech
anticipates that a hearing of the Plan's confirmation will proceed
in the U.S. Bankruptcy Court by late summer 2003 followed
immediately thereafter by a motion seeking Canadian Court
approval. The Plan is subject to modification prior to
distribution and requires approval by the creditors and Courts
prior to implementation. Systech expects to exit from Bankruptcy
protection in both the United States and Canada by late summer

Systech is the retail industry's premier independent developer and
integrator of retail technology, including software, systems and
services to supermarket, general retail and hospitality chains
throughout North America. Its open architecture solutions enable
e-commerce and other powerful new technology to be applied in the
retail environment. The Company's significant cross-platform
capability and considerable technical service force allow it to
address any in-store systems requirements regardless of project
size or scope. Shares of Systech Retail Systems are traded on the
Toronto Stock Exchange under the symbol (SYS).

TELESYSTEM: S&P Places CCC+ L-T Credit Rating on Watch Positive
Standard & Poor's Ratings Services placed its ratings on Montreal,
Quebec-based Telesystem International Wireless Inc. on CreditWatch
with positive implications, including the 'CCC+' long-term
corporate credit rating.

"The CreditWatch placement follows the announcement by TIW that
net proceeds from an offering of senior notes (due July 2009) by
Mobifon Holdings B.V. would be used to retire the remaining
principal balance on TIW's senior guaranteed notes due December
2003. Following repayment of the notes, TIW would be substantially
debt free at the corporate level," said Standard & Poor's credit
analyst Joe Morin.

TIW owns and operates wireless telecommunications services in
Romania through Mobifon, and in the Czech Republic through Cesky
Mobil A.S.; both are held through its subsidiary Clearwave, which
is 85.6%-owned by TIW. TIW indirectly owns 49% of Mobifon S.A. and
about 21% of Cesky; however, it effectively controls both
companies due to voting arrangements and the holding company
structures that are in place. In addition, TIW indirectly
holds a 12% equity interest in Indian mobile operator Hexacom
India Ltd.

Standard & Poor's will resolve the CreditWatch resolution
following repayment of the TIW notes, which is expected in the
next couple of months. The long-term corporate credit rating
assigned TIW will reflect the consolidated credit risk of the
combined Mobifon and Cesky Mobil operations. Standard & Poor's
recently assigned a credit rating of 'B' to Mobifon Holdings B.V.,
which owns 57.1% of Mobifon S.A., TIW's strongest subsidiary.
Cesky is considered a weaker operator than Mobifon, as it has
yet to turn free cash flow positive and will continue to require
funding from its equity investors at least through 2003. Standard
& Poor's has not assigned a credit rating to Cesky, which could
have a negative impact on the overall TIW ratings. Standard &
Poor's expects that the ratings on TIW will fall within the range
of 'CCC+' to 'B'.

TEMBEC: Depressed Profitability Spurs S&P to Drop Rating to BB
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Tembec Inc. to 'BB' from 'BB+'. The downgrade
reflects the company's depressed profitability and cash flow
protection due to protracted weakness across the company's primary
markets, and inability to reduce debt in the near term to improve
credit measures.

At the same time, all ratings outstanding, including those on
subsidiary Tembec Industries Inc., were lowered to 'BB' from
'BB+'. The outlook is stable. Temiscaming, Quebec-based Tembec
currently has C$1.9 billion of debt outstanding.

The length of the current downturn in the paper and forest
products industry, and the severity of its affect on Tembec have
been greater than expected. "Despite stronger pulp prices in early
2003, depressed paper and lumber prices, punitive export duties on
softwood lumber, a strong Canadian dollar, and the potential
easing of pulp pricing through the second half of 2003 will limit
debt reduction and improvement of credit measures from levels that
are currently very weak for the ratings," said Standard & Poor's
credit analyst Clement Ma.

The proposed joint venture that combines Tembec's lumber
operations in Quebec and Ontario with those of Domtar Inc.'s
should be positive for the company in the long term, as the new
operation benefits from critical mass, stronger market share, and
the implementation of best practices. Nevertheless, due to the
current weak market environment for lumber that is expected to
continue, the affect of this initiative in the near term will be

The ratings on Tembec reflect its competitive cost structure in
the cyclical, commodity-oriented forest products industry; its
aggressive, yet measured, growth strategy; and its adequate
revenue diversity. These strengths are offset by the company's
highly cyclical revenue exposure and currently aggressive debt

Although pulp prices have strengthened through early 2003, and
consumption and pricing appear to be slowly trending up from low
levels for some paper grades, these have been partially offset by
the strength of the Canadian dollar relative to the U.S. dollar
and Euro. Despite an active hedging program that reduces the
company's exposure, the currency effect has lowered Canadian
dollar sales realizations and reduced margins. Furthermore, the
recent strengthening in pulp prices was primarily due to tightness
in fiber supply earlier in the year and is expected to ease in
the second half of 2003, reflecting the need for improvement in
demand fundamentals.

Although Tembec's credit measures will remain weak in the near
term, the company has sufficient liquidity to manage through the
current downturn. The gradual improvement in pulp and paper
markets through 2004 will improve margins and free cash flow, and
enable the company to begin reducing debt.

UNITED AIRLINES: Pursuing Additional Premium Financing Pacts
UAL Corporation maintains several insurance policies including,
"All Risk" Property Liability, Director's and Officer's Liability
and Fiduciary Liability.  The Policies are essential to United
Airlines Inc. and its debtor-affiliates' business operations and
in many cases are required by law or the contract.  Most Policies
have a one-year term.  The Policies are difficult to replace
because few insurers provide the kinds of Policies required by the
Debtors, as operators of the world's second largest airline.

In some Policies, including the property policy, insurance
carriers require prepayment in full of the annual premium.  Due
to the current extremely high cost of insurance coverage in the
airline industry, prepaying the full premiums on the Policies
will impose a significant financial burden on the Debtors.
Therefore, rather than prepaying the premiums, it is economically
advantageous for the Debtors to have third parties finance the
policy premiums.

According to James H.M. Sprayregen, Esq., at Kirkland & Ellis,
the Debtors were supposed to prepay their Property Policy on
May 2, 2003, to the tune of $15,000,000.  However, the insurance
carrier agreed to continue the Policy, to avoid any lapses in
coverage, until June 3, 2003, while the Debtors look for premium
financing.  The Debtors are currently negotiating an insurance
premium finance agreement with Cananwill.  The Agreement will
provide that Cananwill pays the premium, with the Debtors paying
Cananwill a downpayment and the remaining premium will paid in
equal monthly installments with interest.  Cananwill is granted
power of attorney to cancel the policies if United defaults.
Cananwill will be granted a security interest in unearned or
returned premiums that result from cancellation of the Policies.

Mr. Sprayregen notes that, to date, the Debtors have been unable
to locate any other source of unsecured premium financing.  Mr.
Sprayregen predicts a similar funding gap when the D&O and
Fiduciary Policies come up for renewal on July 12, 2003.  As a
result, the Debtors ask Judge Wedoff for permission to enter into
additional premium financing agreements with other third parties.
(United Airlines Bankruptcy News, Issue No. 21; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

U.S. RESTAURANT: Completes $16MM Convertible Preferred Offering
U.S. Restaurant Properties, Inc. (NYSE:USV) has raised $16.0
million in gross proceeds from the sale of 16,000 shares of Series
B convertible preferred stock in a private placement with certain
institutional investors.

The Series B convertible preferred stock carries an 8% dividend
and is convertible into common shares at a fixed conversion price
of $16.00 per share, which represents a premium to the Company's
current market price for its common stock. The Series B
convertible preferred stock has a perpetual term but is redeemable
after three years at stated value plus accrued and unpaid
dividends. The Series B convertible preferred stock also has
certain optional redemption provisions. The offering includes
registration rights and the Company granted warrants to the
investors to purchase 206,452 shares of common stock at an
exercise price of $16.50 per share. The warrants have a seven-year

The offering also includes a twelve-month option for the
institutional investors to invest an additional $4.0 million in
stated value Series B convertible preferred stock under the same
terms as the initial investment, with certain conversion price
adjustments for the then current market price for the Company's
common stock.

Commenting on the financing, Robert Stetson, Chief Executive
Officer of U.S. Restaurant Properties, Inc., stated, "We are
pleased to have our capital structure strengthened by the new
institutional investment in USV's Series B convertible preferred
stock. This equity infusion gives us flexibility in meeting our
capital needs, including the upcoming maturity of the Company's
$47.5 million senior notes."

Ladenburg Thalmann & Co. Inc. served as Placement Agent for the

U.S. Restaurants Properties, Inc. is a non-taxed financial
services and real estate company dedicated to acquiring, managing,
and financing branded chain restaurant properties such as Burger
King(R), Arby's(R), Chili's(R), Pizza Hut(R) and other service
related properties. The Company owns approximately 796 properties
located in 48 states.

                         *    *    *

                Liquidity and Capital Structure

Outstanding debt at December 31, 2002, totaled $353 million, or
46.6% of total capitalization. The Company's interest expense
coverage ratio for the quarter was 2.6 times FFO. The average
interest rate declined to just over 5% for the quarter. Other than
regularly scheduled debt amortization, the Company must reduce its
line of credit by $5.0 million by May 31, 2003, and has $47.5
million in senior notes that are due August 1, 2003. In
anticipation of these maturities, management is discussing various
financing alternatives with its creditors.

WEIRTON STEEL: Retaining Donlin Recano as Notice & Claims Agent
There will be substantially over 10,000 creditors, employees,
retirees, record equity and other security holders of record and
other parties-in-interest in the Chapter 11 cases of Weirton Steel
Corporation.  The administrative burden of docketing potentially
thousands of proofs of claim, establishing and maintaining an
official claims register, maintaining a claims database for
effecting service of notices and other matters in these cases will
be substantial due to the vast number of creditors, equity holders
and proofs of claim and interest that may be filed in these cases.

According to Robert G. Sable, Esq., at McGuireWoods LLP, in
Pittsburgh, Pennsylvania, the most effective and efficient manner
in which to facilitate the reviewing process, docketing,
maintaining, photocopying, and transmitting proofs of claim is
for the Clerk of the Bankruptcy Court and the Debtor to engage an
independent third party to act as the claims processing agent of
the Court.

Thus, the Debtor seeks the Court's authority to employ Donlin,
Recano & Company, Inc. as notice and claims agent for the Clerk
of the Bankruptcy Court and custodian of official Court records.
In addition, the Debtor wants to employ Donlin Recano to act as
its balloting agent to assist with the solicitation and
calculation of votes and distribution as required in furtherance
of the confirmation of a reorganization plan.

Louis A. Recano, Chairman of Donlin Recano, relates that as
notice and claims agent of the Bankruptcy Court, Donlin Recano

    (a) prepare and serve required notice in this Chapter 11 case;

        (1) a notice of commencement of this Chapter 11 and the
            initial meeting of creditors under Section 341(a) of
            the Bankruptcy Code;

        (2) a notice of the claims bar date;

        (3) notices of objections to claims;

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

        (5) other miscellaneous notices as the Debtor or the Court
            may deem necessary or appropriate for an orderly
            administration of this Chapter 11 case;

    (b) within five business days after the service of a
        particular notice, file with the Clerk an affidavit of
        service that includes:

        (1) a copy of the notice served,

        (2) an alphabetical list of persons on whom the notice was
            served, and

        (3) the date and manner of service;

    (c) maintain copies of all proofs of claim and proofs of
        interest filed in this case;

    (d) maintain, if required, official claims registers in this
        case by docketing all proofs of claim and proofs of
        interest in a claims database that includes these
        information for each claim or interest asserted:

        (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 the proof of claim or proof of interest was
            received by Donlin Recano or the Court;

        (3) the claim number assigned to the proof of claim or
            proof of interest; and

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

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

    (f) transmit to the Clerk a copy of the claims registers on a
        weekly basis, unless requested by the Clerk on a more or
        less frequent basis;

    (g) maintain a current mailing list for all entities that have
        filed proofs of claim or proofs of interest and make the
        list available to the Clerk or any party-in-interest upon

    (h) provide access to the public for examination of copies of
        the proofs of claim or proofs of interest filed in this
        case without charge during regular business hours;

    (i) record all transfers of claim pursuant to Rule 3001(e) of
        the Federal Rules of Bankruptcy Procedure and provide
        notice of the transfers;

    (j) comply with applicable federal, state, municipal and local
        statutes, ordinances, rules, regulations, orders and other

    (k) provide temporary employees to process claims, as

    (l) promptly comply with further conditions and requirements
        as the Clerk of the Court may at any time prescribe; and

    (m) provide other claims processing, noticing, and related
        administrative services as may be requested from time to
        time by the Debtor.

Mr. Sable tells the Court that Donlin Recano is a firm that
specializes in providing claims management, noticing, consulting
and computer services in Chapter 11 cases.  Donlin Recano is
eminently qualified for this engagement, in that it has performed
substantially identical services for debtors in numerous other
Chapter 11 cases of significant size.  Furthermore, Mr. Sable
notes, the Donlin Recano Agreement contemplates compensation on a
level that is reasonable and appropriate.

A. Noticing and Docketing Fees:

     1. System Usage Fees:

        a. Database Maintenance of $200 plus $0.10 per creditor
           per month;

        b. Data Input Fee of $110/hour for Tape Conversation in
           format other than the Donlin format;

     2. Claims Docketing/Support Services:

        a. Client Claims Examination/Docketing at $0.95/claim
        b. Pre-coded data entry at $35/hour
        c. Uncoded data entry at $60/hour
        d. Photocopying fee of $0.15/page
        e. Imaging fee AT $0.15/image
        f. Mailing services at cost

     3. Reports/Services:

        a. Laser printing notices $0.12/page

        b. Standard Report/Label Generation

           Laser printing $0.12 each
           Cheshire labels $0.05 each
           Peel & stick labels $0.06 each
           Ink Jet $0.09/each

        c. Special Report/Services:

           Programming $110/hour
           Special Consulting at Donlin's published rates

B. Plan Balloting charge of $1.50/ballot

Donlin Recano's performance of claims processing services will
enable the Clerk to more efficiently and effectively manage and
maintain the vast docket and files that are likely to be
generated in this case, Mr. Sable asserts.  In addition, Donlin
Recano will provide the Clerk and the Debtor with assistance in
claims management and reconciliation.

Mr. Recano discloses that Donlin Recano has provided identical or
substantially similar services in other Chapter 11 cases,
including but not limited to Special Metals Corporation, Weiner's
Stores, Levitz Furniture Corp., Fruit of the Loom, Lernout &
Hauspie Speech Products N.V., Logo Athletic, Inc., Sun TV, TRISM,
Inc., and Gorges/Quick-To-Fix-Foods, Inc.

Mr. Recano assures the Court that neither Donlin Recano nor any
employee has any connection with the Debtor, its creditors or any
other party-in-interest; or represents any interest adverse to
the Debtor's estate with respect to the matters upon which Donlin
Recano is to be engaged. (Weirton Bankruptcy News, Issue No. 4;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

WESTPOINT: Court Allows Continuation of Insurance Programs
WestPoint Stevens Inc. and its debtor-affiliates sought and
obtained the Court's permission to maintain their workers'
compensation programs, insurance policies, bond programs and any
related agreements, as these practices, programs and policies were
in effect as of the Petition Date and pay, in their sole
discretion, accrued prepetition amounts.

                    Insurance Programs

According to Michael F. Walsh, Esq., at Weil Gotshal & Manges
LLP, in New York, in connection with the operation of their
businesses, the Debtors maintain various workers' compensation
insurance policies and programs and general liability and
property insurance policies through several different insurance
carriers.  Prior to the Petition Date, the Debtors entered into
insurance brokerage agreements with Marsh USA and Hobbs Group to
coordinate their Insurance Program with the various Insurance
Carriers.  With respect to most of the Debtors' Insurance
policies, the Insurance Carriers charge the Insurance Brokers
directly for all premiums and other amounts due under these
policies.  The Insurance Brokers then send the Debtors a
statement for payment of these premiums, and, once paid by the
Debtors, the Insurance Brokers submit the payments to the
Insurance Carriers.  Mr. Walsh states that the Insurance Brokers
are paid a fee by the Debtors for administering certain of the
insurance policies, including, but not limited to, workers'
compensation, directors' and officers' liability, fiduciary
liability, commercial general and professional liability, and
property policies.  In addition, the Debtors utilize a third
party administrator, Constitution State Service Company, for
administration of claims on certain of the insurance policies.
Constitution collects a per claim service fee, which amounts to
$20,600 per month.

Under the laws of the various states in which they operate, Mr.
Walsh relates that the Debtors are required to maintain workers'
compensation policies and programs to provide their employees
with workers' compensation coverage for claims arising from or
related to their employment with the Debtors.  The Debtors
maintain separate workers' compensation policies in each of the
states in which they operate to cover their statutory obligations
either through third party insurance or self-insured programs.

For Employees in the states of Alabama, Georgia, Maine, North
Carolina, and South Carolina, the workers' compensation coverage
consists of self-insured programs, with the Debtors maintaining
excess self-insurance that carries a self-insured retention of
$350,000 per occurrence.  Ohio and Washington have statutory
state sponsored and run workers' compensation programs.  Pursuant
to the Workers' Compensation Programs for these states, the
Debtors purchase their workers' compensation insurance directly
from the state.

According to Mr. Walsh, deductibles or SIRs with respect to the
Debtors' insurance coverage for their Workers' Compensation
Programs are billed daily by the Insurance Carriers, as incurred,
and are paid by the Debtors by wire transfer sent daily.
Premiums for the current Workers' Compensation Programs are based
on a fixed rate of estimated payroll and are paid monthly.
Following an annual audit of the Debtors' payroll, the Debtors
either pay a retrospective premium owed or receive back
overpayments that were made.

The Debtors have also obtained, and there are currently
outstanding, seven letters of credit for the benefit of their
workers' compensation Insurance Carriers, as security for their
obligations to these carriers for workers' compensation
deductible losses.  These letters of credit total $15,300,000.

As of the Petition Date, Mr. Walsh reports that there were 346
workers' compensation claims pending against the Debtors arising
out of employee accidents on the job.  Payment of the prepetition
Workers' Compensation Claims is essential to the continued
operation of the Debtors' businesses.  Accordingly, the Debtors
obtained the Court's authority to pay any and all amounts due and
owing with respect to any Workers' Compensation Program, and
maintain and continue prepetition practices with respect to the
Workers' Compensation Programs, including, among other things,
allowing workers' compensation claimants -- to the extent they
have valid Workers' Compensation Claims -- to proceed with their
claims directly against the Insurance Carriers under the
applicable insurance policy or program.  The Debtors estimate
that the aggregate amount that may be payable in 2003 with
respect to workers' compensation claims relating to the
prepetition period is $2,850,000.

The Debtors also maintain various general liability and property
insurance policies, which provide them with insurance coverage
for claims relating to, among other things, commercial general,
excess liability, commercial umbrella liability, automobile
liability, directors' and officers' liability, fiduciary
liability, commercial crime, transit, and property.  These
policies are essential to the ongoing operation of the Debtors'

Mr. Walsh states that the Debtors are required to pay premiums
under the Insurance Programs based on a fixed rate established
and billed by each Insurance Carrier.  The aggregate annual
premium for the Liability and Property Insurance Program is
$4,900,000.  The premiums for the Liability and Property
Insurance Programs are paid yearly in advance and the vast
majority of the premiums have been paid for coverage periods
ending April 1, 2004.  On certain of the Insurance Programs,
there are annual retrospective audits and annual "true-ups" of
the premiums owed.

Pursuant to their various liability and property insurance
policies, the Debtors are required to pay a deductible for each
claim, and the insurance company pays the remainder of any
claim.  On average, the Debtors typically pay less than $50,000
each month for these deductibles.

                          Bond Programs

In addition to the Insurance Programs, Mr. Walsh relates that the
Debtors maintain numerous bonds, including, without limitation,
those for unpaid losses on workers' compensation programs in
self-insured states and miscellaneous bonds that are generally
maintained for a limited time period and are for low dollar
amounts, through several different bond carriers.   Bondholders
can draw down on the bonds should the Debtors default on payment
to the bondholder.

The Debtors pay their Bond Broker -- Marsh USA -- directly for
all premiums and other amounts due under these bonds.  The Bond
Broker sends the Debtors a consolidated statement for payment by
the Debtors, and once paid, the Bond Broker submits the payments
to the Bond Carriers.  The Bond Broker is paid a fee for placing
the Debtors' bonds.  The premiums for the bonds are determined
annually at the time of bond renewal, or at the time a new bond
is placed and are paid directly to the Bond Broker.  The annual
premiums to maintain the Debtors' Bond Programs aggregate

To maintain certain of their bonds, Mr. Walsh attests that the
Debtors were required to provide the Bond Carriers with letters
of credit totaling $890,000 as security for certain of their
obligations to the Bond Carriers to satisfy claims made with
respect to the bonds.  The letters of credit will be drawn if the
Debtors fail to meet their obligations on the financial guarantee

As of the Petition Date, the Debtors believe that there are no
amounts due and owing to the Bond Broker or the Bond Carriers.
The Debtors estimate that additional amounts may be owed with
respect to the bonds in the event that certain bondholders
request an increase in their existing bonds.  Failure to pay the
Bond Carriers any amounts due and owing with respect to the bonds
will trigger the Bond Carriers right to draw under the letter of
credit issued for their benefit and may affect the Debtors'
ability to renew their bonds.

             Need to Maintain Insurance & Bond Programs

Mr. Walsh deems it essential to the continued operation of the
Debtors' businesses and their efforts to reorganize that the
Insurance Programs and Bond Programs be maintained on an ongoing
and uninterrupted basis.  The failure to pay premiums when due
may affect the Debtors' ability to renew the insurance policies
or the Bonds.  If the insurance policies or the Bonds are allowed
to lapse, the Debtors could be exposed to substantial liability
for damages, which could have an extremely negative impact on
their ability to successfully reorganize.  Additionally,
continued effectiveness of the directors' and officers' liability
policies is necessary to the retention of qualified and dedicated
senior management.  Moreover, pursuant to the terms of many of
their leases and commercial contracts, as well as the guidelines
established by the United States Trustee, the Debtors are
obligated to remain current with respect to certain of their
primary insurance policies.

Mr. Walsh insists that the maintenance of the Workers'
Compensation Programs is indisputably justified, as applicable
state law mandates this coverage.  Furthermore, with respect to
the Workers' Compensation Claims, the risk that eligible
claimants will not receive timely payments with respect to
employment-related injuries could have a devastating effect on
the financial well-being and morale of the Debtors' employees and
their willingness to remain.  A significant deterioration in
employee morale undoubtedly will have a substantially adverse
impact on the Debtors, the value of their assets and businesses,
and their ability to reorganize.  Departures by employees at this
critical time may result in a disruption of the Debtors'
businesses to the detriment of all parties-in-interest.

Mr. Walsh points out that the amounts the Debtors will pay in
respect of the Liability and Property Insurance Programs are
minimal in light of the size of the Debtors' estates and the
potential exposure absent insurance coverage.  With respect to
the Debtors' Bond Programs, failure to carry and maintain the
Bonds, many of which are required by various government entities,
would jeopardize the Debtors' ability to operate its businesses.
Therefore, it is critical that the Debtors continue to maintain
their Insurance Programs and Bond Programs on an uninterrupted
basis and be permitted to pay any obligations in the ordinary
course of business and consistent with prepetition practices.

Judge Drain also directs all applicable banks and other financial
institutions to receive, process, honor and pay any and all
checks drawn on the Debtors' accounts to pay the Insurance and
Bond Obligations, whether those checks were presented prior to or
after the Petition Date, and make other transfers provided that
sufficient funds are available in the applicable accounts to make
the payments. (WestPoint Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

WHEELING-PITTSBURGH: Notice of Confirmation of 3rd Amended Plan
                     NORTHERN DISTRICT OF OHIO

In re:                            ) Chapter 11
                                  ) Case Nos. 00-43394 to 00-43402
     et al., {n1}                 )
                                  ) William T. Bodoh
                 Debtors.         ) Chief U.S. Bankruptcy Judge



     1.  By Order dated June 18, 2003 (the "Order"), the United
States Bankruptcy Court for the Northern District of Ohio (the
"Court") confirmed the Third Amended Joint Plan of Reorganization
(as the same may be amended, the "Plan"), dated May 19, 2003,
filed by Pittsburgh-Canfield Corporation (n/ka/ PCC Survivor
Corporation) and certain of  its affiliated debtors and debtors in
possession (collectively, the .Debtors.).  Defined terms used
herein but not defined herein have the meanings ascribed to such
terms in the Plan.

     2.  Rejection of Executory Contracts and Unexpired Leases.
Pursuant to Section 1123(b)(2) of the Bankruptcy Code and Section
8.2 of the Plan, except as  provided for in Section 8.1.1 of the
Plan or Schedule 1 to the Plan (as such Schedule may be amended on
or before the Effective Date), as of the Effective Date, all
executory contracts and unexpired leases to which the Debtors are
party shall be deemed rejected by the Reorganized Debtors unless
such contracts or leases were either (a) expressly assumed prior
to the Confirmation Date or (b) are the subject of a pending
motion by the Debtors to assume on the Confirmation Date.  Any
proof of claim with respect to Claims arising from the rejection
of an executory contract or an unexpired lease must be filed
with the Court within thirty (30) days after the rejection by the
Debtors of such contract or such lease and must be served upon (i)
Richard F. Hahn, Esq., Debevoise & Plimpton, 919 Third Avenue, New
York, New York 10022, counsel to the Debtors; (ii) James A.
Lawniczak, Calfee, Halter & Griswold LLP, 1400 McDonald Investor
Center, 800 Superior Avenue, Cleveland, Ohio 44114-2688, local
counsel to the Debtors; (iii) John D. Lobrano, Esq., Simpson,
Thacher & Bartlett LLP, 425 Lexington Avenue, New York,
New York 10017-3954, counsel to the administrative agent for the
New Credit Agreements; and (iv) Steven J. Reisman, Esq., Curtis,
Mallet-Prevost, Colt & Mosle LLP, 101 Park Avenue, New York, New
York 10178-0061, counsel to the Emergency Steel Loan Guarantee

     3.  Any party in interest wishing to obtain copies of the
Order, the Disclosure Statement, the Plan, or the Plan Supplement
may view or obtain them over the Internet at
or shall submit a request to Uniscribe Professional Services,
Inc., 815 Superior Avenue, Suite 1025, Cleveland, Ohio, 44114, by
telephone (216) 912-1900; fax (216) 912-1899; or email

     Date:  New York, New York
            June 18, 2003

                                   DEBEVOISE & PLIMPTON
                                   919 Third Avenue,
                                   New York, New York  10022

                                   CALFEE, HALTER & GRISWOLD LLP
                                   1400 McDonald Investor Center
                                   800 Superior Avenue
                                   Cleveland, Ohio  44114-2688

    {n1} In addition to Pittsburgh-Canfield Corporation (n/k/a PCC
Survivor Corporation), the debtors are Wheeling-Pittsburgh
Corporation, Wheeling-Pittsburgh Steel Corporation, Consumers
Mining Company, Wheeling-Empire Company, Mingo Oxygen Company, WP
Steel Venture Corp., W-P Coal Company and Monessen Southwestern
Railway Company.

    On July 5, 2001, in connection with the sale of Pittsburgh-
Canfield Corporation's assets to a subsidiary of WHX Corporation,
Pittsburgh-Canfield Corporation changed its name to PCC Survivor
Corporation.  It is PCC Survivor Corporation, not Pittsburgh-
Canfield Corporation, that is a debtor in these Chapter 11
bankruptcy cases.

WILLIAMS: Declares Unfair Labor Practices Charge Without Merit
Williams Controls, Inc.'s labor contract for its Portland facility
with the International Union, United Automobile, Aerospace &
Agricultural Implement Workers of America, UAW, Local 492, AFL-CIO
expired August 31, 2002 and on September 9, 2002 the union
employees engaged in a strike action, which continues to date.

On June 2, 2003 the National Labor Relations Board served Williams
Controls, Inc., with a complaint alleging the Company has engaged
in various unfair labor activities related to the strike. Williams
Controls believes that these charges are without merit and will
defend all such claims. Arguments are scheduled to be heard by an
administrative law judge of the NLRB in late July 2003.

Additionally, on April 11, 2003 the Union presented the Company
with an unconditional return to work offer. The Company has not
re-hired the striking workers and continues to operate the
Portland facility with its permanent replacement workers. An
ultimate finding of liability on the unfair labor charges combined
with the unconditional return to work offer could result in the
Company being liable for back wages from April 11, 2003 until the
union workers are returned to work for an undetermined number of
union positions. If the Company has liability for one or more
unfair labor practice charges, the amount for back wages could be
material to the results of operations, financial condition and
cash flows for the Company.

Williams Controls, Inc.'s March 31, 2003 balance sheet shows a
total shareholders' equity deficit of about $12.6 million

WORLDCOM INC: Court Approves Wireless Bidding Protections
In the event BellSouth Wireless' $65,000,000 offer is topped by a
competing bidder, Judge Gonzalez approves two types of bidding
protections for BellSouth's benefit:

     (1) reimbursement of $520,000 for its BellSouth's expenses
         (representing 0.8% of the Purchase Price), payable only
         in the event the Agreement is terminated pursuant
         Sections 9.01(i), (j) or (k) of the Purchase Agreement;

     (2) payment of a $1,430,000 Break-Up Fee (representing 2.2%
         percent of the Purchase Price), payable to BellSouth is
         an Alternative Transaction is consummated within one-year
         following termination of the Agreement.

Alfredo R. Perez, Esq., at Weil Gotshal & Manges LLP, in New
York, tells the Court that as a stalking horse bidder, the
Purchaser has established a guaranteed return, subject to the
satisfaction or waiver of the closing conditions in the
Agreement, for the Worldcom Debtors' estates and creditors.  Even
if the Purchaser ultimately is not the successful bidder, the
Debtors and their estates will have benefited from the higher
purchase price established by the improved bid.  The proposed
Auction Procedures require that competing offers exceed the
Purchase Price by $2,275,000.  Thus, if an Alternative Transaction
ultimately is approved and consummated, the Break-Up Fee will
only be payable after the sale proceeds have been received by the
Debtors' estates and from amounts that are in excess of the
Purchase Price.  Consequently, there is no diminution in value to
the Debtors' estates.

Approval of expense reimbursements, break-up fees and other forms
of bidding protections in connection with the sale of significant
assets pursuant to Section 363 of the Bankruptcy Code has become
an established practice in Chapter 11 cases.  Ample support
exists for the Debtors' request.  Bankruptcy courts have approved
bidding incentives similar to the proposed bidding protections
under the "business judgment rule," which proscribes judicial
second-guessing of the actions of a corporation's board of
directors taken in good faith and in the exercise of honest
judgment.  See, e.g., In re Integrated Resources, Inc., 147 B.R.
650, 659-661 (S.D.N.Y. 1992) (discussing that business judgment
may be found where the stalking horse bid served "(1) to attract
or retain a potentially successful bid, (2) to establish a bid
standard or minimum for other bidders to follow, or (3) to
attract additional bidders."); In re 995 Fifth Ave. Assocs.,
L.P., 96 B.R. 24, 28 (Bankr. S.D.N.Y. 1989) (bidding incentives
may be "legitimately necessary to convince a white knight to
enter the bidding by providing some form of compensation for the
risks it is undertaking").

Mr. Perez believes that the bidding protections satisfy the
"business judgment rule" standard.  The Expense Reimbursement and
Break-Up Fee are reasonable because they are not excessive
compared to break-up fees and expense reimbursements approved in
other cases in this Circuit.  In addition, the Break-Up Fee will
not diminish the Debtors' estates.  The reimbursement of expenses
and break-up fees enable a debtor to assure a sale to a
contractually committed bidder at a price the debtor believes is
fair and reasonable, while providing the debtor with the
opportunity of obtaining even greater benefits for the estate
through an auction process. (Worldcom Bankruptcy News, Issue No.
30; Bankruptcy Creditors' Service, Inc., 609/392-0900)

DebtTraders says that Worldcom Inc.'s 7.875% bonds due 2003
(WCOE03USR1) are trading presently at 30.5 cents-on-the-dollar.
for real-time bond pricing.

WORLDCOM: Gray Panthers Release WorldCom Fraud Court Docs on Web
The Gray Panthers, a national organization of 40,000 activists,
has launched a new addition to their Web site unveiling key
WorldCom fraud court documents --

The online library pulls together documents from the court case
involving WorldCom, which committed the largest corporate fraud in
U.S. history that affected millions of pensioners, shareholders
and workers.

Gray Panthers Corporate Accountability Director Will Thomas said:
"WorldCom has committed the largest fraud in American history. The
Securities and Exchange Commission is proposing a penalty that is
a slap on the wrists for the company and a slap in the face for
investors -- that's not enough. Gray Panthers is publishing these
documents to kickstart the public discussion necessary to make
sure that the breathtaking and systemic fraud and corruption at
WorldCom never happen again."

Two investigative reports were released June 9th documenting the
scale of the fraud at WorldCom. The Thornburgh and McLucas reports
countered CEO Michael Capellas' claim that the fraud at WorldCom
was limited to a "few people." Gray Panthers is publishing the two
reports as well as transcripts and filings submitted to Judge Jed
Rakoff of the Southern District of New York for the June 11th
hearing on the proposed SEC/WorldCom settlement.

The court received 23 formal submissions and over 200 letters on
the proposed settlement. Judge Rakoff described the public
comments as follows: "In addition, this Court solicited input from
all interested parties. I received, by my count, 23 formal
submissions from various parties, whose only common theme perhaps
was that they all opposed the settlement."

Thomas added: "As this story unfolds, we will continue to post
these important documents on our Web site so the public and the
victims of this unprecedented crime will know the truth and have
the tools to fight back."

To see the WorldCom fraud documents, go to
on the Web.

              Gray Panthers and the Worldcom Issue

The Gray Panthers have been active since the fall of 2002 in
urging Congress and federal agencies not to let WorldCom/MCI get
away with a "slap on the wrist" for the largest accounting scandal
in U.S. history. On October 30, 2002, the Gray Panthers joined the
Communications Workers of America, National Consumers League,
Labor Council for Latin American Advancement, the National Black
Chamber of Commerce and other major groups in urging the U.S.
General Services Administration "to suspend WorldCom from bidding
on future federal contracts."

The Gray Panthers issued a February 27, 2003 letter urging U.S.
Securities and Exchange Commission Chairman William H. Donaldson
to reverse the "wrong signal" sent by former SEC Chairman Harvey
Pitt when WorldCom was let off the hook with no fine, unlike
heavily penalized "corporations committing far less egregious
malfeasance" such as Xerox, Arthur Andersen and Dynergy. The
Donaldson letter appeared shortly after the Gray Panthers
protested the February 24th appearance of WorldCom CEO Michael
Capellas as a featured speaker during the winter meeting of the
National Association of Regulatory Utility Commissioners in
Washington, D.C.

In a May 5, 2003 advertisement in Roll Call, the Gray Panthers
noted that WorldCom/MCI is attempting to influence the legislative
and regulatory process before it has emerged from bankruptcy by
making campaign contributions to nine members of the U.S. House
and Senate. That same week, Gray Panthers sent a letter of all
U.S. House and Senate offices urging federal elected officials "to
publicly pledge to hold WorldCom/MCI accountable for committing
the largest corporate fraud in U.S. history and debar them from
doing business with the federal government."

The Gray Panthers is an inter-generational advocacy organization
with over 40,000 activists working together for social and
economic justice. Gray Panthers' issues include universal health
care, jobs with a living wage and the right to organize,
preservation of Social Security, affordable housing, access to
quality education, economic justice, environment, peace, and
challenging ageism, sexism, and racism.

XCEL ENERGY: Prices $195 Million of 5-Year Unsecured Bonds
Xcel Energy (NYSE:XEL) has priced $195 million of 5-year unsecured
bonds at a coupon rate of 3.40 percent. The bonds are redeemable
at any time pending various "make whole" provisions.

Closing is scheduled for June 24. Proceeds will be used to pay
down a portion of Xcel Energy's $400 million credit facility that
matures in November 2005.

"The issuance of these bonds provides us with additional liquidity
at the Xcel Energy holding company at minimal cost," said Ben
Fowke, vice president finance and treasurer. "The fact that this
issue was well oversubscribed and the attractive coupon rate are
testaments to our improved credit profile."

Xcel Energy is a major U.S. electricity and natural gas company
with regulated operations in 12 Western and Midwestern states.
Xcel Energy provides a comprehensive portfolio of energy-related
products and services to 3.3 million electricity customers and 1.7
million natural gas customers through its regulated operating
companies. In terms of customers, it is the fourth-largest
combination natural gas and electricity company in the nation.
Company headquarters are located in Minneapolis. More information
is available at

As reported in Troubled Company Reporter's June 11, 2003 edition,
Fitch Ratings completed a credit review of Xcel Energy Inc. and
its subsidiaries and has upgraded the senior unsecured rating of
Xcel to 'BBB-' from 'BB+', the senior secured ratings of Northern
States Power Co. Minnesota and Northern States Power Co. Wisconsin
to 'A-' from 'BBB+' and the senior unsecured rating of
Southwestern Public Service Co to 'BBB+' from 'BBB'. Fitch also
affirmed the senior secured rating of Public Service Co. of
Colorado at 'BBB+'. Fitch has also removed the ratings from Rating
Watch Positive. The Rating Outlook is Stable.

Xcel's revised rating reflects the substantial dividends
upstreamed by its four main regulated subsidiaries, NSP-MN, NSP-
WI, PSCO and SPS and the expectation that the company's exposure
for the debt and obligations of its subsidiary NRG Energy will be
limited via the bankruptcy process as explained below. The utility
subsidiaries, which distributed $567 million in dividends to Xcel
in 2002, have strong financial profiles, and they will continue to
be the main providers of cash flow to Xcel. Xcel itself has low
debt leverage. Over the course of the past year, Xcel managed to
recover from a serious cash flow stress that resulted from the
insolvency of its subsidiary NRG Energy, exacerbated by
significant parent company financings that had contained cross-
default provisions tied to defaults at NRG. Those agreements have
all been restructured or refinanced. In recent months, Xcel and
its regulated utility subsidiaries have demonstrated access to
capital markets and bank financing. Over the near to intermediate
term, Xcel's liquidity is projected to be adequate to meet the
expected requirements, including $752 million in payments to NRG
creditors to hasten the resolution of NRG's bankruptcy.

XEROX CORP: Finalizes Terms of New $1-Billion Credit Facility
Xerox Corporation (NYSE: XRX) set pricing on the issuance of new
common stock, mandatory convertible preferred stock and senior
unsecured notes. The company also said that it finalized the terms
of a new revolving credit facility.

Upon the closing of these transactions, Xerox will complete its
recapitalization plan announced earlier this month. This financing
will de-lever the balance sheet and extend debt maturities,
providing Xerox with additional operating and financial

The company will issue approximately 40 million shares of common
stock at $10.25 per share and will issue 8 million shares of 3-
year mandatory convertible preferred stock at $100 per share. The
mandatory convertible preferred stock will have a dividend yield
of $6.25 per share and a conversion premium of 20 percent over the
common stock offering price of $10.25 per share.

Xerox will also issue $750 million of 7-year senior unsecured
notes due 2010 and bearing interest at 7-1/8 percent. In addition,
$500 million of 10-year senior unsecured notes due 2013 will be
issued, bearing interest at 7-5/8 percent.

The company noted that the mandatory convertible preferred stock
and the senior unsecured notes were oversubscribed from initial
expectations due to strong demand.

Also Xerox entered into an agreement with Citigroup, Deutsche
Bank, Goldman Sachs, JPMorgan, Merrill Lynch and UBS for a new $1
billion credit facility consisting of a $700 million revolving
facility and a $300 million term loan, both maturing in September
2008. This new credit facility, which is expected to close on
June 25, becomes effective upon successful completion of the
company's common stock and mandatory convertible preferred stock

As reported in Troubled Company Reporter's June 16, 2003 edition,
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Xerox Corp. In addition, Standard & Poor's
assigned the following ratings in connection with the recently
announced financing transactions totaling approximately $3
billion: 'BB-' to the proposed $700 million senior secured
revolving credit facility; 'BB-' to the proposed $300 million Term
Loan A; 'B+' to the proposed $1 billion senior notes; and 'B-' to
the proposed $650 million mandatorily convertible preferred stock.
Upon the successful completion of the announced financing
transactions, which include a proposed 40 million common share
offering, the outlook will remain negative.

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

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

* Fitch Says 12 Month U.S. Default Rate Down Again in May
The trailing twelve month U.S. high yield default rate was down
for the fifth consecutive month in May, falling to 11.8% from
13.5% in April and 16.4% at year-end 2002. Thirteen issuers
defaulted on their bond obligations in May, the largest AMERCO,
the parent holding company of truck leasing company, UHAUL. The
year to date default tally, including May's $3.2 billion, reached
$15.6 billion, down 66% from the $46.1 billion recorded in the
first five months of 2002. The defaulted issuer count through May
totaled 47, down 50% from a count of 93 for the comparable period
in 2002. The trailing twelve month default rate excluding fallen
angels also fell to 7.3% in May, from 8.9% in April and 12.4% at
year-end 2002.

The weighted average recovery rate (the par weighted average
trading price of defaulted issues 30 days after default) has also
improved relative to 2002 levels, ending May at 33% of par
compared with 22% of par for full year 2002. On a mark-to-market
basis, losses on defaults have contracted in 2003. The weighted
average trading price of 2003 defaulted issues at the beginning of
the year was 43% of par, for an incremental loss upon default of
10% of par. In 2002, the incremental loss of par value as a result
of default was closer to 20% of par. This means that defaults this
year, in addition to being lower overall, have also had less of a
bite on investor returns.

High yield new issuance has been on a tear this year supported by
strong demand for yield product and, happily for high yield
companies, accompanied by contracting risk premiums. New issuance
totaled $66 billion in the first five months of the year, well
ahead of the $55 billion sold in the first five months of 2002.
The bulk of new bonds were used to refinance existing debt at
lower interest rates. In fact, the median coupon of high yield
bonds sold in the first five months of 2003 was 8.9% compared with
9.5% for bonds sold in the first five months of 2002, despite a
similar rating mix for the two periods. The strength of the
primary market for speculative grade bonds is certainly working in
favor of high yield companies by enabling them to reduce the cost
of carry on high levels of debt while waiting for revenue and cash
flow to rebound. The refinancing boom has changed the market's
profile in another meaningful way.

At the end of May, nearly 50% of the U.S. high yield market
consisted of bonds sold beginning in 2001 through 2003. The
concentration of bonds issued in the troublesome years of 1997-
1999 has declined to just 33% of outstanding issues, from 51% at
the end of 2001 and 61% at the end of 2000. Offsetting this is the
reality that the rating mix of bonds sold in the past year and a
half has also been aggressive, mostly concentrated in B credits.
But the recent new issue mix should prove less risky than the
1997-1999 pool by one important measure - it lacks the deep
concentration in the emerging telecom sector, the primary reason
for the dismal default performance of the 1997-1999 bond sales.

      Overview of the Fitch U.S. High Yield Default Index

Fitch's default index is based on the U.S., dollar denominated,
non-convertible, speculative grade bond market (the rating
equivalent of 'BB+' and below, rated by Fitch or one of the two
other major rating agencies). Fitch includes rated and non-rated,
public bonds and private placements with 144A registration rights.
Defaults include missed coupon or principal payments, bankruptcy,
or distressed exchanges. Default rates are calculated by dividing
the volume of defaulted debt by the average principal volume
outstanding for the period under observation.

* Litigator Abbe D. Lowell to Join Chadbourne & Parke LLP
The international law firm of Chadbourne & Parke LLP announced
that high-profile criminal and civil litigator Abbe D. Lowell, 51,
will be joining the Firm as a partner, resident in Washington,
D.C. Mr. Lowell comes to Chadbourne from Manatt, Phelps &
Phillips, LLP, where he was head of the white collar and special
investigations practice group and administrative partner of the
firm's Washington, D.C. office.

"We are pleased to welcome Abbe to Chadbourne," said Charles K.
O'Neill, the Firm's Managing Partner. "Abbe is recognized by his
peers and legal commentators as one of the premier trial lawyers
in the country. With partners Kenneth A. Caruso and Thomas V.
Sjoblom, counsel John G. Moon and now partner Abbe D. Lowell, our
recent hiring continues Chadbourne's commitment to establishing a
national and international powerhouse in the white collar,
securities and business investigation/compliance practice."

"Chadbourne's dedication to excellence, the camaraderie among its
partners, its diverse business practices from which litigation
arises, and its steady growth and financial performance make it
one of the premier firms internationally," said Mr. Lowell. "In
choosing a new professional home, I considered a number of leading
firms, but none was as attractive as Chadbourne. I feel fortunate
to have found this match."

Mr. Lowell's practice focuses on the investigation and trial of
complex criminal and civil cases across the United States;
counseling clients with respect to their dealings with legislative
and government agencies; and advising international, national,
state and local governments, as well as non-governmental
organizations. He has been recognized by numerous publications,
including The National Law Journal, which cited him as one of the
country's most successful trial attorneys in 2002; The
Washingtonian, which has named him one of its top attorneys every
year since 1986 in which a survey has been conducted; and Roll
Call, a Capitol Hill newspaper which has included him as one of
the attorneys whose business card people should keep in their
address books.

Mr. Lowell has successfully tried more than a dozen criminal and
civil jury cases throughout the country. The criminal cases
involved charges of public corruption, securities fraud, bank
fraud, bankruptcy fraud, mail and wire fraud, election law
violations, conspiracy and money laundering. Civil cases include
claims of civil rights violations, conspiracy, securities fraud,
negligence, and breach of contract and fiduciary duty, and
employment discrimination.

In addition to trials, Mr. Lowell has briefed and argued nearly 20
federal or state court appeals, including arguments before the
Supreme Court. He represents and prepares individuals and
businesses called before grand juries and congressional
committees, or summoned to provide other testimony as witnesses.

Mr. Lowell provides advice on the law, ethics and strategy
concerning clients' dealings with the federal government. He has
also represented more than 35 elected officials or their campaign
committees, providing advice under the Federal Election Commission
Act, the Ethics in Government Act, and other similar rules and
regulations governing campaign contributions, filing of election
forms, filing of financial disclosure information and gifts.

Mr. Lowell has also represented international, national, state and
local government entities and non-governmental organizations on a
variety of issues. Twice he has served as Counsel to the U.S.
House of Representatives -- most recently as Chief Investigative
Counsel to the Minority in the impeachment proceedings of
President Clinton, and earlier as special ethics counsel
conducting the inquiry of a member of Congress.

Mr. Lowell's representative criminal trials include United States
v. Gene Phillips (real estate developer/stock investor indicted by
New York U.S. Attorney), United States v. Henry Espy (public
official indicted by Independent Counsel), United States v. Mintz
(bank president indicted by Florida U.S. Attorney), and United
States v. Palmer (prominent bankruptcy attorney indicted by Texas
U.S. Attorney), all of which resulted in acquittals.

His representative civil trials include Gaubert v. United States
(U.S. Supreme Court case involving claims of U.S. violations of
civil rights and tort claims), Abramson v. JCC (Md. highest court
case establishing charitable immunity), Lawrence v. A.S. Abell Co.
(Md. highest court case defending newspaper from invasion of
privacy), and SCAD v. SVA (Ga. highest court case affirming
client's claims of civil liability for co-conspirators).

Mr. Lowell's representative administrative/Congressional
proceedings include 105th Congress Impeachment Proceedings of
President William Jefferson Clinton (Chief Minority Investigative
Counsel), In re: Rep. Mario Biaggi (Congressman's ethics counsel),
In re: Rep. Austin J. Murphy (Congressman's ethics counsel), and
In re: Lincoln Savings and Loan Ass'n (OTS cease and desist

Mr. Lowell was a founding partner of Brand & Lowell, a Washington
litigation boutique, where he practiced for 16 years before his
three-year tenure at Manatt. Prior to entering private practice,
he held various positions in the Department of Justice including
Special Assistant to the U.S. Attorney General and Special
Assistant U.S. Attorney. He also has served as Counsel and as a
Special Counselor to the United Nations High Commissioner for
Human Rights.

In addition to his practice, Mr. Lowell has been an adjunct
professor of law at Georgetown University Law Center since 1987
and has contributed numerous articles to law reviews, legal
newspapers and daily newspapers.

Chadbourne & Parke LLP, an international law firm headquartered in
New York City, provides a full range of legal services, including
mergers and acquisitions, securities, project finance, corporate
finance, energy, telecommunications, commercial and products
liability litigation, securities litigation and regulatory
enforcement, intellectual property, antitrust, domestic and
international tax, reinsurance and insurance, environmental, real
estate, bankruptcy and financial restructuring, employment law and
ERISA, trusts and estates and government contract matters. The
Firm has offices in New York, Los Angeles, Washington, D.C.,
Houston, Moscow and Beijing, and a multinational partnership,
Chadbourne & Parke, in London. For additional information, visit

* Stutman, Treister & Glatt is Relocating on June 30, 2003
Stutman, Treister & Glatt P.C. is moving to a new office location
effective as of June 30, 2003, and the Firm's mailing address,
telephone and facsimile numbers will change to:

     Stutman, Treister & Glatt P.C.
     1901 Avenue of the Stars, 12th Floor
     Los Angeles, CA 90067
     General Telephone: (310) 228-5600
     Facsimile: (310) 228-5788

Individual direct dial phone numbers will be:

     Charles D. Axelrod      310/228-5640
     Tony Casta¤ares         310/228-5755
     Carol Chow              310/228-5725
     Jeffrey H. Davidson     310/228-5675
     Ronald L. Fein          310/228-5780
     Marina Fineman          310/228-5770
     Margaret S. Giles       310/228-5715
     Herman L. Glatt         310/228-5615
     Eric D. Goldberg        310/228-5760
     Michael H. Goldstein    310/228-5730
     Robert A. Greenfield    310/228-5630
     Mareta C. Hamre         310/228-5635
     Gregory K. Jones        310/228-5625
     Eve H. Karasik          310/228-5605
     Pamala J. King          310/228-5775
     Gary E. Klausner        310/228-5735
     Jeffrey C. Krause       310/228-5740
     Brian D. Lee            310/228-5705
     Bruce A. Markell        310/228-5710
     Jacqueline L. McIntyre  310/228-5680
     Frank A. Merola         310/228-5660
     Gina M. Najolia         310/228-5645
     Richard M. Neiter       310/228-5620
     Isaac M. Pachulski      310/228-5655
     Christine M. Pajak      310/228-5790
     Alan Pedlar             310/228-5670
     Stephan M. Ray          310/228-5695
     Jeffrey A. Resler       310/228-5700
     Nathan A. Schultz       310/228-5665
     K. John Shaffer         310/228-5785
     Theodore B. Stolman     310/228-5650
     Margreta M. Sundelin    310/228-5745
     George M. Treister      310/228-5610
     Mark S. Wallace         310/228-5765
     George C. Webster II    310/228-5685
     Eric D. Winston         310/228-5795
     Scott H. Yun            310/228-5750

Individual e-mail addresses remain the same.

With regard to correspondence sent via U.S. Mail, please direct
all correspondence mailed on or after June 26, 2003, to ST&G's new
address.  With regard to correspondence sent via overnight courier
to be delivered on or after June 28, 2003, please direct all such
correspondence to the new address.

* BOND PRICING: For the week of June 23 - 27, 2003

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
Adelphia Communications               10.875%  10/01/10    58
Akamai Technologies                    5.500%  07/01/07    74
AMR Corp.                              9.000%  08/01/12    58
AMR Corp.                              9.000%  09/15/16    61
AnnTaylor Stores                       0.550%  06/18/19    67
Best Buy Co. Inc.                      0.684%  06/27/21    75
Burlington Northern                    3.200%  01/01/45    61
Calpine Corp.                          7.875%  04/01/08    70
Calpine Corp.                          8.500%  02/15/11    71
Calpine Corp.                          8.625%  08/15/10    70
Calpine Corp.                          8.750%  07/15/07    73
Charter Communications, Inc.           4.750%  06/01/06    59
Charter Communications, Inc.           5.750%  01/15/05    63
Charter Communications Holdings        8.250%  04/01/07    74
Charter Communications Holdings        8.625%  04/01/09    72
Charter Communications Holdings        9.625%  11/15/09    72
Charter Communications Holdings       10.000%  04/01/09    73
Charter Communications Holdings       10.000%  05/15/11    72
Charter Communications Holdings       10.250%  01/15/10    72
Charter Communications Holdings       10.750%  10/01/09    75
Charter Communications Holdings       11.125%  01/15/11    74
Collins & Aikman                      11.500%  04/15/06    73
Comcast Corp.                          2.000%  10/15/29    32
Conseco Inc.                           8.750%  02/09/04    22
Cox Communications Inc.                0.348%  02/23/21    72
Cox Communications Inc.                2.000%  11/15/29    40
Crown Cork & Seal                      7.375%  12/15/26    70
Delco Remy International              10.625%  08/01/06    70
Dynex Capital                          9.500%  02/28/05     2
Elwood Energy                          8.159%  07/05/26    70
Finisar Corp.                          5.250%  10/15/08    74
Finova Group                           7.500%  11/15/09    43
Fleming Companies Inc.                10.125%  04/01/08    17
Foamex L.P.                            9.875%  06/15/07    33
Gulf Mobile Ohio                       5.000%  12/01/56    67
Health Management Associates Inc.      0.250%  08/16/20    65
I2 Technologies                        5.250%  12/15/06    74
Inhale Therapeutic Systems Inc.        3.500%  10/17/07    69
Internet Capital                       5.500%  12/21/04    39
Level 3 Communications Inc.            6.000%  09/15/09    70
Level 3 Communications Inc.            6.000%  03/15/10    69
Lehman Brothers Holding                8.000%  11/13/03    71
Liberty Media                          3.750%  02/15/30    65
Liberty Media                          4.000%  11/15/29    69
Lucent Technologies                    6.450%  03/15/29    69
Lucent Technologies                    6.500%  01/15/28    69
Magellan Health                        9.000%  02/15/08    39
Mirant Americas                        7.200%  10/01/08    60
Mirant Americas                        7.625%  05/01/06    74
Mirant Americas                        8.300%  05/01/11    59
Mirant Americas                        8.500%  10/01/21    55
Mirant Americas                        9.125%  05/01/31    56
Mirant Corp.                           5.750%  07/15/07    62
Missouri Pacific Railroad              4.750%  01/01/20    74
Missouri Pacific Railroad              4.750%  01/01/30    74
Missouri Pacific Railroad              5.000%  01/01/45    71
NTL Communications Corp.               7.000%  12/15/08    19
Northern Pacific Railway               3.000%  01/01/47    59
Penton Media Inc.                     10.375%  06/15/11    63
Revlon Consumer Products               8.625%  02/01/08    46
Southern Energy                        7.400%  07/15/07    62
Southern Energy                        7.900%  07/15/09    49
United Airlines                       10.670%  05/01/04     8
United Health Services                 0.426%  06/23/20    62
US Timberlands                         9.625%  11/15/07    56
Westpoint Stevens                      7.875%  06/15/05    21
Westpoint Stevens                      7.875%  06/15/08    21
Xerox Corp.                            0.570%  04/21/18    65


Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to

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

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 Go to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.


S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard
Group, Inc., Washington, DC USA. Yvonne L. Metzler, Bernadette C.
de Roda, Donnabel C. Salcedo, Ronald P. Villavelez and Peter A.
Chapman, Editors.

Copyright 2003.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
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for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
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                *** End of Transmission ***