TCR_Public/030625.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, June 25, 2003, Vol. 7, No. 124

                          Headlines

ACE LIMITED: Evan Greenberg Elected as New President and COO
ACETEX CORP: Inks Definitive Pact to Merge with AT Plastics
ACETEX CORP: S&P Concerned about Merger Pact with AT Plastics
ACORN HOLDING: Will Shut Down Reticon Enterprises' Operations
ADVANCED GLASSFIBER: Files Reorg. Plan and Disclosure Statement

AEGIS ASSESSMENTS: Kelly & Co. Replaces Stonefield as Auditors
AIR CANADA: Canadian Court Extends CCAA Stay Period to Sept. 30
AIR CANADA: Pilots Say Restructuring Deal At Peril in Vote
AIRTRAN AIRWAYS: Flight Attendants Reach Tentative Contract Pact
ALLEGHENY ENERGY: Needs SEC Approval to Obtain New Financing

ALLEGIANCE TELECOM: Gets Court Okay to Retain Togut as Counsel
ALPINE GROUP: Completes Private Placement of Ser. A Preferreds
AMERCO: Final Cash Collateral Hearing to Convene on July 16
AMERICAN COMMERCIAL: Has Until Sep. 29 to File Chapter 11 Plan
AMPHENOL CORP: Completes Senior Credit Facility Refinancing

ASIA GLOBAL CROSSING: Hires Friedman Kaplan as Special Counsel
CALPINE CORP: Banks Approve New $950-Million Revolving Facility
CENTERSPAN COMMS: Nasdaq Yanks Shares from National Market
CHESAPEAKE ENERGY: Will Publish 2nd Quarter Results on July 28
CHIQUITA BRANDS: Promotes Jeffrey Acker to Lead Quality Strategy

CINCINNATI BELL: Amends CEO Kevin Mooney's Employment Agreement
CLASSIC COMMS: Lease Decision Time Extended through July 7
COMBUSTION ENGINEERING: Judge Fitzgerald Slows ABB's Escape
COMMSCOPE: S&P Equity Analyst Ups Stock Opinion to 'Accumulate'
CONSECO FINANCE: Green Tree Credit Wants Nod to Obtain Financing

CONSECO: Green Tree Residual's Voluntary Chapter 11 Case Summary
CONSECO: Conseco Finance Credit's Voluntary Ch. 11 Case Summary
CONSECO INC: Files Third Amended Plan of Reorganization
COVANTA ENERGY: Urges Court to Clear David Hahn Settlement Pact
DIRECTV LATIN AMERICA: Court Fixes August 30 as Claims Bar Date

DOUBLECLICK.COM: Completes Zero Coupon Conv. Sub. Note Offering
DTVN HOLDINGS: Court Confirms Joint Plan of Reorganization
EDELNOR: Local & Foreign Corp. Credit Ratings Raised to B-
ENERGY WEST: Has Until Tomorrow to Arrange Credit Pact Extension
ENRON: Committee Asks Court to Nix Whitewing Sale Restrictions

FLEMING: SEC Allows NYSE Application to Delist Fleming Equity
FRUIT OF THE LOOM: Resolves American Casualty Claims Dispute
GENESCO INC: S&P Assigns B Rating to $75 Million Sub. Debentures
GENTEK: Asks Court to Approve Miscellaneous Asset Sale Protocol
GENUITY INC: Wants Clearance for GTE/Telus Settlement Agreement

GERDAU AMERISTEEL: Prices 10-3/8% Senior Unsecured Notes
GLOBAL CROSSING: Settles Claims Dispute with SAP America
HEARTLAND SECURITIES: Court Fixes June 30, 2003 Claims Bar Date
HORIZON NATURAL: Princess Beverly Coal Mine is Closing
IDEC PHARMACEUTICALS: S&P Places BB Ratings on Watch Positive

IMC GLOBAL: Preparing $125 Million Preferred Stock Offering
IMC GLOBAL: Commences Tender Offers for 6.55% and 7.625% Notes
IMCLONE SYSTEMS: December 31 Net Capital Deficit Widens to $185M
IMPAC: Fitch Downgrades Class B1 & B2 Certificates to B/CC
INTEGRATED HEALTH: Signs-Up TriAlliance as Real Estate Brokers

INT'L MULTIFOODS: Appoints KPMG LLC as New Independent Auditors
KMART CORP: Court Ratifies May 6 Distribution Record Date
KSAT SATELLITE: Shareholders Approve Voluntary Dissolution Plan
LARRY'S STANDARD: Asks Court to Extend Lease Decision Period
MAGELLAN HEALTH: Secures Clearance for Group Practice Settlement

MANITOWOC: Teams-Up with Kvichak to Build Coast Guard Prototype
MASTER FIN'L: Fitch Affirms Two BB Class B2 Note Ratings
MEDISOLUTION LTD: Reports Improved Performance for March Quarter
MICROSTRATEGY: Opts to Convert $53 Million of Debt into Equity
MIRANT: S&P Revises Junk Debt Watch Implications to Negative

MISSISSIPPI CHEMICAL: Case Summary & Largest Unsecured Creditors
MISSISSIPPI CHEMICAL: UST Appoints Official Creditors' Committee
MOSAIC GROUP: Court Stretches Lease Decision Time Until Oct. 15
NATIONAL CENTURY: Takes Action to Challenge DCHC $310-Mil. Claim
NETBANK INC: Court OKs Claims Settlement Pact with Ch. 7 Trustee

NEXTEL PARTNERS: Closes Private Placement of 8-1/8% Senior Notes
NHC COMMS: May 2 Balance Sheet Upside-Down by CDN$4.5 Million
NHC COMMUNICATIONS: Entering $150K Management Financing Pact
NRG ENERGY: Court Establishes Interim Compensation Procedures
NUEVO ENERGY: Redeems $157MM of 9-1/2% Senior Subordinated Notes

OGLEBAY NORTON: Appoints John P. O'Brien to Board of Directors
ONE PRICE CLOTHING: May 3 Balance Sheet Upside-Down by $1.2 Mil.
ORBITAL SCIENCES: S&P Gives $135M Unsecured Notes B+ Rating
ORGANOGENESIS: Files Amended Plan and Disclosure Statement
PRIMUS KNOWLEDGE: Regains Compliance with Nasdaq Requirements

PSC INC: S.D.N.Y. Court Confirms Plan of Reorganization
PENTHOUSE INT'L: Eisner LLP Steps Down as Independent Auditors
POLYPHALT: Grandwin Extends Loan Repayment Deadline Until Sat.
RELIANCE GROUP: Committee Hires Crossroads for Financial Advice
RIBAPHARM: ICN Airs Disappointment with Board's Recommendation

SASKATCHEWAN WHEAT: Hosting Q3 Results Conference Call Today
SCORES HOLDING: Anticipates Improved 2003 Financial Results
SENTRY TECHNOLOGY: Clinches $1 Mill. Supplier Debt Restructuring
SLATER STEEL: Wants Nod to Hire Jones Day as Bankruptcy Counsel
SLI INC: Delaware Court Confirms Chapter 11 Reorganization Plan

SPIEGEL: Wants Go-Signal to Sell Certain Accounts & Receivables
SR TELECOM: Initiates Private Placement to Raise $6 Million
TENET HEALTHCARE: Fitch Cuts Sr. Debt & Bank Loan Ratings to BB+
TRANSDIGM INC: Commences Tender Offer for 10.375% Sr. Sub. Notes
TYCO: Appoints Charles Young as Senior V-P, Corp. Communications

TYCO INT'L: Unit Wins Patent Suit against Universal Surveillance
UNITED AIRLINES: US Bank Demands $20 Mill. Admin Expense Payment
UNITED DEFENSE: S&P Keeps Watch on BB- Corporate Credit Rating
US AIRWAYS: Strikes Claims Settlement Pact with General Electric
US DATAWORKS: Brings-In Ham Langston as Independent Accountants

WEIRTON STEEL: Court Approves Interim Compensation Procedures
WESTPOINT STEVENS: Gets Interim Approval to Hire Rothschild Inc.
WORLDCOM INC: Pushing for Approval of Valor Settlement Agreement

* Meetings, Conferences and Seminars

                          *********

ACE LIMITED: Evan Greenberg Elected as New President and COO
------------------------------------------------------------
ACE Limited (NYSE:ACE) announced a realignment of senior executive
responsibilities.

The Board of Directors has elected Evan Greenberg to the position
of President and Chief Operating Officer of ACE Limited, effective
June 23, 2003.  Mr. Greenberg will continue to head ACE Global
Reinsurance and ACE Overseas General, and will also take
responsibility for day-to-day operations of ACE Limited, the
parent company. His new duties include supervision of all ACE
Limited administration functions and learning and development. The
offices of the Chief Financial Officer and General Counsel will
continue to report to ACE Chairman and Chief Executive Officer
Brian Duperreault.

Dominic Frederico will become Vice Chairman of ACE Limited, with
continued responsibility for ACE's North American operations,
which include ACE USA, ACE Westchester Specialty Group and ACE
Bermuda, as well as for all of ACE's financial lines of business.

"We are fortunate to have such a young and highly qualified team
available to head up ACE," Mr. Duperreault commented. "This team
has allowed us to sustain the amazing growth that ACE has achieved
over its 18-year history, while responding to ever-changing
industry conditions.

"For a number of years, ACE achieved growth through acquisitions,
assembling a global platform that would be difficult to replicate
in today's business climate. For the last three years, however,
ACE has outperformed its peers in achieving rapid growth through
internal resources. For us to extend this track record, execution
of business plans will be the key.

"Evan has an exceptional background in this regard, with
considerable operational experience gained as the former President
and Chief Operating Officer of American International Group. Even
more impressive is the record he has compiled since joining ACE in
November 2001. Under Evan's management direction, ACE Tempest Re
doubled in size, ACE Global Markets returned to underwriting
profitability, and ACE Europe and our other international
operations were set on a path of highly profitable growth.

"I am also pleased that the Board has appointed Dominic Frederico,
one of our most valuable and experienced executives, to the
position of Vice Chairman. Dominic has presided over nearly all of
ACE's important acquisitions, negotiating terms and conditions and
implementing restructuring plans. He has brought ACE USA and ACE
Westchester Specialty to unprecedented levels of profitability and
will continue to devote his energy to leading ACE to exceptional
performance."

Both Dominic Frederico and Don Kramer, ACE's Vice Chairmen, will
report directly to Evan Greenberg.

The ACE Group of Companies provides insurance and reinsurance for
a diverse group of clients. The ACE Group conducts its business on
a global basis, with operating subsidiaries in nearly 50
countries. Additional information can be found at:
http://www.acelimited.com

As reported in Troubled Company Reporter's April 25, 2003 edition,
Fitch downgraded the debt ratings of ACE and its subsidiary ACE
INA Holdings, Inc. by one notch, including the senior debt ratings
to 'A-' from 'A' and commercial paper ratings to 'F2' from 'F1'.
Fitch also downgraded the insurer financial strength ratings of
the insurance subsidiaries of Brandywine Holdings by four notches
to 'B+' from 'BBB-'.

Fitch assigned a 'BBB+' rating to the preferred securities issue
planned under ACE's recent shelf registration, while downgrading
the rating on existing preferred securities to 'BBB+' from 'A-'.

The Rating Outlook on all of the above noted ratings is Stable.


ACETEX CORP: Inks Definitive Pact to Merge with AT Plastics
-----------------------------------------------------------
Acetex Corporation (TSX: ATX) and AT Plastics Inc. (TSX: ATP) have
entered into a definitive agreement to merge to create an
integrated chemical company focusing on specialty plastics and
intermediate chemicals serving customers around the world. Under
the agreement, AT Plastics will become a wholly-owned subsidiary
of Acetex. The Board of Directors of AT Plastics will recommend
the acceptance of the proposed transaction to AT Plastics'
shareholders.

Under the terms of the agreement, shareholders of AT Plastics will
exchange each of their common shares for one-sixth of one Acetex
common share. Based on the ten day average closing price of Acetex
common shares on the Toronto Stock Exchange, the agreement values
each AT Plastics common share at Cdn $1.06, a 56% premium over the
Cdn $0.68 ten day average closing price of the AT Plastics common
shares as of June 20, 2003. Following completion of the
transaction, former AT Plastics' shareholders will own
approximately 25% of the issued and outstanding common shares of
Acetex. The total value of the transaction is approximately Cdn
$200 million.

Brooke N. Wade, Chairman and Chief Executive Officer of Acetex
said, "I am delighted to announce this agreement. It marks an
important step forward in our vision of creating a world-class
chemical company through the careful acquisition of high-quality
chemical businesses around the world.

"The benefits of the transaction are both financial and
operational. Substantial value will be created by re-financing AT
Plastics heavy debt burden to remove the sizeable debt servicing
costs that have been weighing on the financial performance of the
company. The management of AT Plastics, who will continue to lead
its business post-merger, have done an outstanding job of turning
the business around and putting it on a track of strong value
growth.

"The businesses of the merged company will range from AT Plastic's
specialty plastics to Acetex's chemical intermediates businesses.
AT Plastics has built an excellent reputation as a manufacturer of
high quality and highly specialized polymer resins, compounds, and
films products. Vinyl acetate monomer, which is a primary product
of Acetex, is a major feedstock of AT Plastics. Although there
will be no physical integration, this product synergy will provide
financial strength to the company.

"Both companies' businesses enjoy a solid market position,
competitive cost structure and a favorable exposure to the
cyclicality of the chemical industry. We believe that we can
generate significant shareholder value as we leverage the AT
Plastics' manufacturing expertise and proprietary technologies
with our own substantial chemical production and financial
resources."

"I strongly endorse the transaction, which I believe is very
positive for AT Plastics' shareholders as well as our employees
and customers", said Gary L. Connaughty, President and Chief
Executive Officer of AT Plastics, adding that "Acetex, like AT
Plastics, places high value on innovative technology,
manufacturing excellence and the contribution of its people.
Acetex will provide AT Plastics the necessary strength from which
to effectively pursue future growth opportunities based on our
market strength and advanced technologies."

The agreement is subject to completion of customary transaction
documents and closing conditions, approval of all applicable
regulatory authorities, and Acetex obtaining satisfactory
financing pertaining to the refinancing of AT Plastics' debt. The
transaction will involve the amalgamation of AT Plastics with a
wholly-owned subsidiary of Acetex under the Business Corporations
Act (Ontario), which will require the approval of shareholders
representing 66-2/3% of AT Plastics common shares voting at a
special meeting of shareholders. AT Plastics' shareholders will
receive information outlining the details of the transaction prior
to the meeting, which is expected to be held in early August 2003.

AT Plastics' largest shareholder, Perry Capital LLC, which holds
or exercises control or direction over approximately 28% of the AT
Plastics common shares, has agreed to vote in favour of the
transaction.

As part of the agreement, AT Plastics has agreed to pay to Acetex
US $5 million, or common shares of AT Plastics in lieu, as a
"break fee" if the directors of AT Plastics change their
recommendation in favor of the transaction or AT Plastics
consummates a transaction with another party. In addition, Acetex
has agreed to pay to AT Plastics US $5 million, or common shares
of Acetex in lieu, as a "break fee" in certain circumstances if
Acetex fails to complete the transaction as a result of its
inability to arrange financing. Each of AT Plastics and Acetex has
agreed to pay to the other US $ 1 million or common shares in
lieu, in the event the transaction is terminated by either AT
Plastics or Acetex, as the case may be, as a result of non-
fulfilment by the other party of certain conditions to the
completion of the transaction.

W.Y. Campbell & Company and Aird & Berlis LLP acted as advisors
and counsel to AT Plastics while Griffiths McBurney & Partners,
UBS Securities LLC, and Burnet, Duckworth & Palmer LLP acted as
advisors and counsel to Acetex.

Acetex Corporation is Europe's second largest producer of acetic
acid and polyvinyl alcohol and third largest producer of vinyl
acetate monomer. These chemicals and their derivatives are used in
a wide range of applications in the automotive, construction,
packaging, pharmaceutical and textile industries. Acetex directs
its operations from its corporate head office in Vancouver, Canada
and its European head office in Paris, France. Acetex has plants
in France and Spain and sales offices throughout Europe.

AT Plastics develops and manufactures specialty polymers and films
products. Specialty polymers are used in the manufacture of a
variety of plastics products, including packaging and laminating
products, auto parts, adhesives and medical products. The films
business focuses on products for the agricultural, horticultural
and construction industries. The company operates in niche markets
where its product development and process engineering have allowed
it to develop proprietary and patented technologies to meet
evolving customer requirements. Products are sold in the United
States, Canada and throughout the world. AT Plastics manufacturing
operations are located in Edmonton, Alberta.


ACETEX CORP: S&P Concerned about Merger Pact with AT Plastics
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating on acetyls producer Acetex Corp. on CreditWatch with
negative implications following the company's announcement that it
has entered into a definitive agreement to merge with specialty
plastics manufacturer, AT Plastics Inc.

"The CreditWatch placement highlights risks associated with the
transaction including the assumption of AT Plastics' heavy debt
burden and Acetex' need to refinance this debt during the near-
term," said Standard & Poor's credit analyst Franco DiMartino.

Standard & Poor's said that in resolving the CreditWatch, it will
meet with Acetex's management to further understand the business
profile of the merged entity, management's integration strategy,
and plans for refinancing AT Plastics' debt. Mr. DiMartino said
that the CreditWatch listing highlights the near-term risk of a
downgrade given the information currently available, although
Standard & Poor's could affirm the existing ratings subject to
evaluation of the combined business profile, prospective business
plans, and management's financial policies.

Headquartered in Vancouver, Canada, Acetex, with sales of about
$200 million, is a leading producer and distributor in Europe of
acetic acid, vinyl acetate monomer, and polyvinyl alcohol,
collectively known as acetyls.


ACORN HOLDING: Will Shut Down Reticon Enterprises' Operations
-------------------------------------------------------------
Acorn Holding Corp.'s sole operating subsidiary, Recticon
Enterprises, Inc., which manufactures monocrystalline silicon
wafers that are used in the semiconductor industry, will close
down its operations upon fulfillment of its existing orders.

Absent any special circumstance, neither Acorn nor Recticon expect
to seek any protection under bankruptcy laws. Acorn is presently
exploring all strategic alternatives.

Stephen A. Ollendorff, Chairman and Chief Executive Officer of the
Company, stated that "the closing of the operations of Recticon
was necessitated by a sharp acceleration in the decline of sales
and the erosion of pricing for its products."

The Company's stock is traded on the OTC Bulletin Board under the
symbol AVCC.


ADVANCED GLASSFIBER: Files Reorg. Plan and Disclosure Statement
---------------------------------------------------------------
Advanced Glassfiber Yarns LLC has filed a Plan of Reorganization
and Disclosure Statement with the Bankruptcy Court overseeing its
reorganization proceedings. The Plan has the support of the
Company's secured Bank creditors and represents a significant step
in the Company's efforts to complete its restructuring. The
Company noted that while the Plan is not currently supported by
the unsecured creditors committee appointed in the proceedings, it
will endeavor to continue discussions with that committee to
attempt to achieve a consensual restructuring. The Company
believes that the Plan will ultimately be approved even if such
agreement is not achieved.

If confirmed, the Plan will, among other things, satisfy the more
than $180 million in claims of the Company's secured lenders
through a combination of $120 million in new secured notes and a
distribution of new common stock representing a 100% ownership
interest in of the reorganized company, prior to dilution. Up to
30% of such new common stock distributed to the secured lenders
may be reallocated among other parties in certain circumstances
specified in the Plan.

With respect to general unsecured creditors and holders of the
Company's 9-7/8% senior subordinated notes, the Plan provides
that, if such creditor classes vote to accept the Plan, they will
receive their pro rata share of (i) a reallocation from the new
common stock distributed to the Company's secured lenders
representing 15%, in the aggregate, of the ownership of the
reorganized company, prior to dilution, plus (ii) a distribution
of warrants that will entitle such holders to additional
distributions in certain circumstances. If such general unsecured
creditors and/or noteholders do not accept the Plan, they will not
receive any distributions. No distributions will be made under the
Plan to the Company's equity holders for their existing equity
interests, and all such existing equity interests in the Company
will be canceled.

Chief Restructuring Officer, Marc L. Pfefferle, stated:
"[Mon]day's filing is a major step that marks the commencement of
the final phase of AGY's operational and financial restructuring."
Pfefferle also stated: "We especially want to thank our customers,
vendors and employees for their continued support as we move
forward with our efforts to confirm the Plan and emerge from
Chapter 11, which we believe should occur before year-end."

The Disclosure Statement is subject to approval of the United
States Bankruptcy Court in the District of Delaware before it can
be mailed to creditors for solicitation of their votes on the
Plan. The Bankruptcy Court has not yet set a hearing date for
approval of the Disclosure Statement. Additionally, the Plan in
its present form may be modified as permitted under the Bankruptcy
Code.

In connection with the Plan, the Company also has reached separate
settlements in principle with Owens Corning and Group Porcher, its
two equity holders, which, among other things, modifies the terms
of certain current business relationships and establishes the
terms of go forward business relationships and agreements with
such parties, and resolves all claims arising from such
relationships. The Company believes that such agreements, which
are subject to Bankruptcy Court approval, will significantly aid
their restructuring efforts.

Advanced Glassfiber Yarns, headquarters in Aiken, South Carolina,
is one of the largest global suppliers of glass yarns, which are a
critical material used in a variety of electronic, industrial,
construction and specialty applications.


AEGIS ASSESSMENTS: Kelly & Co. Replaces Stonefield as Auditors
--------------------------------------------------------------
On June 3, 2003, Aegis Assessments, Inc., a Delaware corporation,
determined to dismiss its independent auditors, Stonefield
Josephson, Inc., and to engage the services of Kelly & Company as
its new independent auditors. The change in auditors was to become
effective immediately.

During the most recent fiscal year ending July 31, 2002, and the
subsequent interim period through January 31, 2003, and through
June 3, 2003, Stonefield Josephson's reports contained an
explanatory paragraph discussing matters that raised substantial
doubt as to the Company's ability to continue as a going concern.

The decision to change accountants was approved by a quorum of the
Board of Directors of the Company upon the recommendation of its
officers.


AIR CANADA: Canadian Court Extends CCAA Stay Period to Sept. 30
---------------------------------------------------------------
Air Canada provided the following update on the airline's
restructuring under the Companies' Creditors Arrangement Act.

                    Extension of the Stay Order

Mr. Justice James Farley of the Ontario Superior Court of Justice
approved an extension of the original stay period order granted to
Air Canada on April 1, 2003 to September 30, 2003. The purpose of
this extension is to complete the Company's post-restructuring
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.


AIR CANADA: Pilots Say Restructuring Deal At Peril in Vote
----------------------------------------------------------
Air Canada's flight from bankruptcy may not get off the ground
because of an unjust arbitration decision, says the Air Canada
Pilots Association. The decision, which deals with merging the
seniority lists for Air Canada pilots and former Canadian pilots,
came just as Air Canada pilots were to begin voting on the new
collective agreement necessary to get the airline out of
bankruptcy protection.

"The decision puts the outcome of that vote - and the survival of
the airline - in jeopardy," said Capt. Dave Coles, Chair of the
ACPA Merger Committee. "The decision is so devastating for Air
Canada pilots and their families that it is inevitable that it
will affect the vote on the new agreement."

"That's why we've asked our members to hold back their vote until
after Thursday June 26th," says Coles. "That's the day we meet
with Paul Lordon, Chair of the Canadian Industrial Relations
Board. A previous decision on the seniority issue by Mr. Lordon
laid out the basic principles of fairness and justice to guide the
arbitration. This decision didn't just ignore those principles, it
shredded them".

"We're asking Mr. Lordon to apply his principles to this decision
and overturn it quickly," said Coles. "Then our members can vote
without the threat of the decision hanging over them."

Pilots are able to vote on the new agreement between June 22 and
June 30. The new agreement they are considering is an essential
part of Air Canada's $770 million deal with employees that will
help the airline emerge from bankruptcy protection.


AIRTRAN AIRWAYS: Flight Attendants Reach Tentative Contract Pact
----------------------------------------------------------------
AirTran flight attendants, represented by the Association of
Flight Attendants, AFL-CIO, have reached a tentative contract
agreement with the airline.

"The tentative agreement includes important improvements for our
flight attendants and it enables AirTran to continue on its course
of growth in the future," said AFA AirTran Master Executive
Council President Jon Edenfield. "It's important in these
turbulent times for our industry that we could work with the
company to reach an agreement that's good for the flight
attendants and good for the airline."

The current flight attendant contract became amendable in October
2002. AirTran flight attendants will have a chance to review and
vote on the tentative contract before details will be released.
The information and voting process will take approximately one
month.  A simple majority of AirTran flight attendants must vote
"yes" in order for the contract to ratify.

More than 50,000 flight attendants at 26 airlines -- including
more than 1,000 flight attendants at AirTran -- join together to
form AFA, the world's largest flight attendant union.  For more
information, visit AFA's Web site at http://www.afanet.org

As reported in Troubled Company Reporter's May 6, 2003 edition,
Standard & Poor's Ratings Services assigned its 'CCC' rating to
AirTran Holdings Inc.'s $100 million 7% convertible notes due
2023, offered under Rule 144A with registration rights. At the
same time, the rating was placed on CreditWatch with negative
implications. Existing ratings on AirTran Holdings and its major
operating subsidiary, AirTran Airways Inc., including the 'B-'
corporate credit rating, remain on CreditWatch with negative
implications, where they were placed on March 18, 2003. The
original CreditWatch placement reflected financial damage to the
airline industry from the effects of the Sept. 11, 2001, attacks
and their aftermath, and the Iraq war.


ALLEGHENY ENERGY: Needs SEC Approval to Obtain New Financing
------------------------------------------------------------
Allegheny Energy, Inc.'s (NYSE:AYE) common equity ratio (common
equity to total capitalization) has fallen below the level
required under certain key Securities and Exchange Commission
authorizations. As a result, the Company will be required to
obtain further SEC authorizations to engage in financing and other
activities that are critical to its near-term financial viability.

The Company said that the change in the common equity ratio was
the result of several factors. First, the Company recently
determined in connection with the preparation of its 2002
financial statements that the value of certain trading positions
should be reduced as of December 31, 2002. Second, the Company
will be recognizing write-downs with respect to a number of
previously announced project cancellations. Also, as previously
announced, the Company's financial performance in early 2003 has
been substantially weaker than earlier projections.

Accordingly, the Company believes that its common equity ratio for
purposes of compliance with the Public Utility Holding Company Act
of 1935 (PUHCA) is now below 28 percent. A substantial number of
the Company's authorizations under PUHCA, including financings by
the Company and Allegheny Energy Supply Company, LLC, are
conditioned on the Company's common equity ratio meeting 28
percent. Without these authorizations, the Company has very
limited flexibility to meet expected liquidity requirements or to
address contingencies.

The Company is preparing applications for submission to the SEC
requesting authorizations to engage in certain financings and
other activities. There can be no assurance that supplemental
authorizations will be obtained, or obtained in a time frame
sufficient to meet requirements or contingencies.

The Company is in discussions with its senior bank lenders with
respect to these regulatory issues, its performance in general,
and the sources or availability of additional liquidity and will
pursue discussions regarding issues concerning covenant
compliance.

As previously announced, the Company has not yet completed its
comprehensive financial review, and, therefore, is not able to
report financial results for the full year 2002 or the first
quarter of 2003. Difficult market conditions and the effect of the
Company's weakened credit profile have had a substantial adverse
effect on operations during these periods, and, as previously
noted, the Company anticipates that its earnings and cash flow
results, when reported, will be substantially below the levels set
forth in the projections released in February 2003, following
completion of the Company's bank refinancing.

The Company is undertaking the efforts described above in response
to these developments and continues to pursue a number of asset
sales and financing alternatives. For example, the Company has
reached a settlement with regard to its California Department of
Water Resources contracts and is actively pursuing the sale of the
West Book of its energy trading portfolio. There can be no
assurance, however, that the Company will be successful in these
efforts or will achieve timely asset sales or financing to assure
its ongoing liquidity. If the Company were unable to secure its
liquidity position through the steps it is currently pursuing, it
would be required to review other alternatives, including the
possibility of seeking protection under the bankruptcy laws.

With headquarters in Hagerstown, Md., Allegheny Energy is an
integrated energy company with a balanced portfolio of businesses,
including Allegheny Energy Supply, which owns and operates
electric generating facilities and supplies energy and energy-
related commodities, and Allegheny Power, which delivers low-cost,
reliable electric and natural gas service to about three million
people in Maryland, Ohio, Pennsylvania, Virginia, and West
Virginia. More information about the Company is available at
http://www.alleghenyenergy.com


ALLEGIANCE TELECOM: Gets Court Okay to Retain Togut as Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave its stamp of approval to Allegiance Telecom, Inc., and its
debtor-affiliates' request to employ Togut, Segal & Segal LLP as
co-counsel in the Company's chapter 11 proceeding.

Togut Segal is expected to:

     a. advise the Debtors regarding their powers and duties as
        debtors in possession in the continued management and
        operation of their businesses and properties;

     b. attend meetings and negotiate with representatives of
        creditors and other parties in interest;

     c. take all necessary action to protect and preserve the
        Debtors' estates, including prosecuting actions on the
        Debtors' behalf, defending any action commenced against
        the Debtors and representing the Debtors' interests in
        negotiations concerning litigation in which the Debtors
        are involved, including, but not limited to, objections
        to claims filed against the estates;

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

     e. negotiate and prepare on behalf of the Debtors a plan of
        reorganization and all related documents;

     f. represent the Debtors in obtaining postpetition loans;

     g. advise the Debtors in with any potential sale of assets;

     h. appear before this Court and any appellate courts and
        protect the interests of the Debtors' estates before
        these Courts;

     i. consult with the Debtors regarding tax matters; and

     j. perform all other necessary legal services and provide
        all other necessary legal advice to the Debtors in
        connection with these chapter 11 cases.

Albert Togut, Esq., a senior member of Togut Segal will lead the
team in this engagement.  Mr. Togut discloses that his firm will
bill the Debtors at current hourly rates:

     partners                     $550 to $675 per hour
     paralegals and associates    $100 to $470 per hour


Allegiance Telecom, Inc., is a holding company with subsidiaries
operating in 36 major metropolitan areas in the U.S. who provide a
package of telecommunications services, including local, long
distance, international calling, high-speed data transmission and
Internet services and customer premise communications equipment
sales and maintenance services.  The Debtors filed for chapter 11
protection on May 14, 2003 (Bankr. S.D.N.Y. Case No. 03-13057).
Jonathan S. Henes, Esq., and Matthew Allen Cantor, Esq., at
Kirkland & Ellis, represent the Debtors in their restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $1,441,218,000 in total assets and
$1,397,494,000 in total debts.


ALPINE GROUP: Completes Private Placement of Ser. A Preferreds
--------------------------------------------------------------
The Alpine Group, Inc. (OTC Bulletin Board: ALPG.OB) has completed
a private placement of shares of a new issue of Series A
Convertible Preferred Stock to its directors and certain of its
officers for $380 per share, or an aggregate of $3.1 million. The
proceeds of this offering will be used to repay indebtedness and
for general corporate purposes. The Series A Convertible Preferred
Stock will bear an annual dividend of $30.40, will be convertible
into 691 shares of Alpine Common Stock beginning on the earlier of
the date of completion of the rights offering referred to below
and March 31, 2004 and, unless converted, will be redeemed by
Alpine during the three-year period commencing on December 31,
2009.

Alpine also has commenced an exchange offer whereby the holders of
its Common Stock may exchange their shares for a new issue of
Alpine's 6% Subordinated Notes. Alpine's stockholders will be
offered the opportunity to exchange 40 shares of Common Stock for
$50 principal amount of these notes.

Alpine further announced that, after the completion of this
exchange offer, it intends to offer to holders of its Common Stock
the right to subscribe for shares of Series A Convertible
Preferred Stock in proportion to their ownership of Common Stock.
Pursuant to this proposed offer holders of Common Stock, for each
500 shares, will be offered a right to purchase one share of
Series A Convertible Preferred Stock. Also, pursuant to the offer
the purchase price per share and other terms of the preferred
stock issue will be the same as that purchased by the directors
and officers in the private placement referred to above. This
rights offering will only be made pursuant to an effective
registration statement to be filed with the SEC by Alpine,
covering the shares of Series A Preferred Stock to be offered upon
exercise of rights.

Steven S. Elbaum, Chairman of the Board and Chief Executive
Officer of Alpine, stated that "since its December 2002
acquisition of Essex Electric Inc., Alpine has repositioned that
company's strategy and initiated a restructuring and consolidation
of its operations with the objectives of achieving profitability
and reducing debt. As announced today, Alpine has supplemented its
capital base with the completion of a private placement of
convertible preferred stock. At this juncture in its investment
cycle and given the 2002 delisting of Alpine from the New York
Stock Exchange, we believe it is appropriate to provide
stockholders with the choice of (i) exiting their investment in
Alpine Common Stock by exchanging shares of Common Stock for a 6%
Subordinated Note, (ii) purchasing additional equity by
subscribing to a rights offering of convertible preferred stock on
the same terms as the private placement or (iii) doing neither (i)
nor (ii). This range of alternatives is designed to provide our
stockholders with investment choices that can be evaluated in the
light of market conditions and their respective goals."

The Alpine Group, Inc., headquartered in New Jersey and whose
March 31, 2003 balance sheet shows a total shareholders' equity
deficit of about $831 million, is a holding company which owns
100% of Essex Electric Inc. and DNE Systems, Inc. Essex Electric
Inc. is a leading manufacturer of a broad range of copper
electrical wire for residential, commercial and industrial
buildings for sale to electrical distributors and retailers. DNE
Systems Inc. is a designer and manufacturer of communications
equipment, integrated access devices and other electronic
equipment for defense, government and commercial applications.


AMERCO: Final Cash Collateral Hearing to Convene on July 16
-----------------------------------------------------------
AMERCO owes $205,000,000 under a 3-Year Credit Agreement dated
June 28, 2002 -- according to information obtained from
http://www.LoanDataSource.com-- to a Ten-Lender Syndicate:

      JP Morgan Chase Bank              $25,000,000    12.195%
      Bank of America, N.A.              25,000,000    12.195%
      Bank One, NA                       25,000,000    12.195%
      Citicorp USA, Inc.                 20,000,000     9.756%
      Wells Fargo Bank, N.A.             20,000,000     9.756%
      Fleet National Bank                20,000,000     9.756%
      U.S. Bank National Association     20,000,000     9.756%
      Washington Mutual Bank             20,000,000     9.756%
      LaSalle Bank Natioanl Association  20,000,000     9.756%
      KBC Bank N.V.                      10,000,000     4.878%
                                       ------------   -------
              Total                    $205,000,000   100.000%
                                       ============   =======

All of AMERCO's obligations are guaranteed by 76 subsidiaries and
secured by a first-priority security interest in existing and
future intercompany receivables, proceeds thereof and any
instruments evidencing those intercompany receivables.  At June
28, 2002, Intercompany Receivables totaled $517,200,000; the
Debtor can't compute the total today, but they're confident the
Lenders are oversecured by a wide margin.  The Debtor does not
dispute the validity of the Lenders' liens and does not believe
any portion of the debt is avoidable or subject to subordination.

The Debtor believes all cash coming in the door constitutes the
Lenders' Cash Collateral.  Section 363 of the Bankruptcy Code
prohibits AMERCO's continued use of the Lenders' Cash Collateral
without bankruptcy court approval.  AMERCO needs continued access
to the Lenders' Cash Collateral to fund on-going operations until
a DIP Financing Facility can be put in place to pay-off this $205
million prepetition debt.

To protect the Lenders from any diminution in the value of the
Collateral, the Debtor asks Judge Zive to approve a consensual
Cash Collateral Stipulation granting the Lenders' post-petition
replacement liens, approving continued interest payments, and
authorizing continued payment of the Lenders' Professionals'
Fees.  The Debtor also asks Judge Zive, subject to a 60 to 90-day
review period by any official committee, to ratify the Company's
waiver of all potential claims, causes of action and subordination
rights against the Lenders.  The Debtor agrees to provide the
Lenders with a variety of reports and keep them informed at each
step in the restructuring process. Additionally, in no event will
the Lenders' collateral be subject to any surcharge under 11
U.S.C. Sec. 506.

Considering the Debtor's request at an Emergency First Day
Hearing, Judge Zive approves the Debtor's request.  Judge Zive
will convene a Final Cash Collateral Hearing on July 16 at 2:00
p.m. in Reno to consider any objections to entry of a Final Cash
Collateral Order allowing AMERCO access to the Lenders' cash
collateral throughout the chapter 11 restructuring process.

Richard Levin, Esq., and Seth Goldman, Esq., at Skadden, Arps,
Slate, Meagher & Flom, LLP, in Los Angeles, and John Murtha,
Esq., at Woodburn and Wedge in Reno, represent the Lenders in
AMERCO's chapter 11 proceeding. (AMERCO Bankruptcy News, Issue No.
1; Bankruptcy Creditors' Service, Inc., 609/392-0900)


AMERICAN COMMERCIAL: Has Until Sep. 29 to File Chapter 11 Plan
--------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Southern District of
Indiana, American Commercial Lines, LLC and its debtor-affiliates
obtained an extension of their exclusive plan filing period.  The
Honorable Judge Basil H. Lorch, III gives the Debtors, until
September 29, 2003, the exclusive right to file their plan of
reorganization.

American Commercial Lines LLC, an integrated marine transportation
and service company transporting more than 70 million tons of
freight annually using 5,000 barges and 200 towboats in North and
South American inland waterways, filed for chapter 11 protection
on January 31, 2003 (Bankr. S.D. Ind. Case No. 03-90305).
American Commercial is a wholly owned subsidiary of Danielson
Holding Corporation (Amex: DHC).  Suzette E. Bewley, Esq., at
Baker & Daniels, represents the Debtors in their restructuring
efforts.  As of September 27, 2002, the Debtors listed total
assets of $838,878,000 and total debts of $770,217,000.


AMPHENOL CORP: Completes Senior Credit Facility Refinancing
-----------------------------------------------------------
On May 6, 2003, Amphenol Corporation entered into a Credit
Agreement, dated May 6, 2003, that completed the refinancing of
its senior credit facilities and called for redemption of all of
its outstanding Senior Subordinated Notes.

The new $750 million credit facility consists of: (1) a $125
million five year revolving credit facility, (2) a $125 million
Tranche A loan which will amortize over a five year period through
May 2008, and (3) a $500 million Tranche B loan with $5 million
per year amortization through 2009 and final maturity in 2010. The
net proceeds from the refinancing are being used to repay all
amounts outstanding under the Company's previous senior credit
agreement totaling approximately $440 million, to redeem all
outstanding Notes totaling $144 million and for working capital
purposes. The Company incurred one-time expenses relating to the
refinancing of approximately $10.5 million ($0.16 per share),
representing the call premium on the Notes, write off of
unamortized deferred debt issuance costs and other related costs.

As reported in Troubled Company Reporter's April 11, 2003 edition,
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit rating on Amphenol Corp. and assigned a 'BB+' rating to
Amphenol's $750 million senior secured bank credit facility. The
outlook is stable.

Wallingford, Connecticut-based Amphenol manufactures connectors,
cable and interconnect systems for the electronics, cable
television, telecommunications, military/aerospace, transportation
and industrial applications. As of Dec. 31, 2002, the company had
$644 million of debt outstanding.


ASIA GLOBAL CROSSING: Hires Friedman Kaplan as Special Counsel
--------------------------------------------------------------
The Asia Global Crossing Debtors sought and obtained the Court's
authority to employ Friedman Kaplan Seiler & Adelman LLP, as its
special corporate counsel nunc pro tunc to November 17, 2002.

Richard F. Casher, Esq., at Kasowitz Benson Torres & Friedman
LLP, in New York, informs the Court that the AGX Debtors have
utilized Friedman Kaplan since April 11, 2002 for legal advice in
connection with various matters relating to drafting and
negotiating agreements with Global Marine Systems Limited,
Alcatel Submarine Networks SA, Lucent Technologies, Inc., KDDI
Submarine Cable Systems Inc. and Global Crossing.  Friedman
Kaplan was retained by the AGX Debtors pursuant to this Court's
Ordinary Course Professionals Order dated November 18, 2002,
under which the Firm's retention was effective as of the Petition
Date.  The Ordinary Course Order states that the AGX Debtors are
authorized to pay compensation and reimburse professionals
retained in the ordinary course in the customary manner in the
full amount billed up to the lesser of:

    a) $25,000 per month per Ordinary Course Professional; or

    b) $250,000 in the aggregate for the duration of these Chapter
       11 cases.

The AGX Debtors' need for Friedman Kaplan's services has
increased since the Petition Date.  As a result, Friedman
Kaplan's fees for the months of January 2003 and February 2003
exceeded the Ordinary Course Professional Fee Cap and are likely
to exceed the Ordinary Course Professional Fee Cap in March 2003
and, possibly, subsequent months.

Therefore, pursuant to the Ordinary Course Order, Mr. Casher
relates that Friedman Kaplan is required to file a fee application
for the full amount of its fees and disbursements in accordance
with Sections 330 and 331 of the Bankruptcy Code, the Federal
Rules of Bankruptcy Procedure and the Local Rules for the Southern
District of New York and any other orders of the Court and fee
guidelines promulgated by the U.S. Trustee.  Although not
specifically required by the Ordinary Course Order, because
Friedman Kaplan's fees are likely to exceed the Ordinary Course
Professional Fee Cap on a regular basis, the AGX Debtors want to
retain Friedman Kaplan pursuant to Sections 327(e) and 328(a) of
the Bankruptcy Code as special corporate counsel.

According to Mr. Casher, the professional services that Friedman
Kaplan will render to the Debtors are anticipated to include
legal advice in connection with various matters relating to
drafting and negotiating corporate agreements with Global Marine
Systems Limited, Alcatel Submarine Networks SA, Lucent
Technologies, Inc., KDDI Submarine Cable Systems Inc. and Global
Crossing.  The particular services that Friedman Kaplan rendered
in recent months on the AGX Debtors' behalf involved the
negotiation and documentation of the settlement agreement between
the AGX Debtors and Global Crossing Ltd., which is the subject of
separate motions recently filed by AGX and Global Crossing Ltd.
in their bankruptcy courts.

Friedman Kaplan Counsel Marc N. Epstein, Esq., assures the Court
that the Firm:

    -- does not represent or hold any interest adverse to the
       Debtors and their estates with respect to the matters on
       which it is to be employed; and

    -- has no connection to the Debtors, their creditors or its
       related parties.

However, Mr. Epstein discloses that Friedman Kaplan currently
represents, or has recently represented, these parties-in-
interest in matters unrelated to the Firm's representation of the
AGX Debtors -- Pacific Crossing Ltd. (Bermuda); Microsoft
Corporation; Yahoo Inc.; Lazard Freres Co. LLC; The Monitor
Company; NEC Corporation; Bank of New York; United States Trust
Company; Chase Securities Inc.; Goldman Sachs Co.; Solomon Smith
Barney; Barclays Capital; Merrill Lynch Co.; CIBC World Markets;
Credit Suisse First Boston; Deutsche Bank Alex Brown; Lehman
Brothers; AT&T Corp.; and ABN Amro Incorporated.

Although the Ordinary Course Affidavit stated that Friedman
Kaplan was owed $14,000 for prepetition services, Mr. Epstein
states that this assertion was based on the Firm's October
billing records, the most recent billing records available at the
time that the Ordinary Course Affidavit was created.  Friedman
Kaplan was paid the entire $14,000 in November, prior to the
Petition Date.  As a result, Friedman Kaplan is not a creditor of
the AGX Debtors' estate.

Compensation will be payable to Friedman Kaplan on an hourly
basis, plus reimbursement of actual, necessary expenses and other
charges incurred.  The attorneys and paraprofessionals primarily
involved in providing services and their current standard hourly
rates are:

          Attorneys                $225 - 600
          Legal Assistants          115 - 175
(Global Crossing Bankruptcy News, Issue No. 37; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


CALPINE CORP: Banks Approve New $950-Million Revolving Facility
---------------------------------------------------------------
Calpine Corporation (NYSE: CPN), a leading North American power
company, has reached agreement with its bank group on a term sheet
for a new, two-year, $950 million secured working capital
revolver.  As previously announced, this agreement provides the
company with an automatic extension of the current maturity date
for its existing $950 million revolving credit facilities to July
16, 2003.  This extension will allow Calpine and its banks
sufficient time to complete definitive documentation.

"We greatly appreciate the efforts of our bank group in
structuring this new, two-year, secured working capital revolver,"
stated Calpine Chief Financial Officer Bob Kelly.  "This
refinancing is a significant advancement in Calpine's program to
enhance our liquidity and financial strength.  Calpine continues
to make progress towards the completion of other refinancing
opportunities, and we are advancing our $2.3 billion liquidity
program through several additional liquidity-enhancing
transactions."

Calpine Corporation is a leading North American power company
dedicated to providing electric power to wholesale and industrial
customers from clean, efficient, natural gas-fired and geothermal
power facilities.  The company generates power at plants it owns
or leases in 22 states in the United States, three provinces in
Canada and in the United Kingdom.  Calpine is also the world's
largest producer of renewable geothermal energy, and it owns
approximately one trillion cubic feet equivalent of proved natural
gas reserves in Canada and the United States.  The company was
founded in 1984 and is publicly traded on the New York Stock
Exchange under the symbol CPN.  For more information about
Calpine, visit http://www.calpine.com

                            *   *   *

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

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


CENTERSPAN COMMS: Nasdaq Yanks Shares from National Market
----------------------------------------------------------
CenterSpan Communications Corporation's (Nasdaq: CSCC) stock was
delisted from The Nasdaq National Market at the opening of
business on June 23, 2003.

The Company has filed a Form 15 with the Securities and Exchange
Commission to terminate the registration of its stock. The Company
will no longer file periodic or other reports with the Securities
and Exchange Commission.

                        *    *    *

            Liquidity and Going Concern Uncertainty

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

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

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

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

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

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


CHESAPEAKE ENERGY: Will Publish 2nd Quarter Results on July 28
--------------------------------------------------------------
Chesapeake Energy Corporation (NYSE: CHK) has scheduled its second
quarter earnings release to be issued after the close of trading
on the New York Stock Exchange on Monday, July 28, 2003.

A conference call is scheduled for Tuesday morning, July 29, 2003
at 9:00 am EDT to discuss the release.  The telephone number to
access the conference call is 913.981.5533.  We encourage those
who would like to participate in the call to place your calls
between 8:50 and 9:00 am EDT.

For those unable to participate in the conference call, a replay
will be available for audio playback at 12:00 pm EDT on Tuesday,
July 29, 2003 and will run through midnight Monday, August 11,
2003.  The number to access the conference call replay is
719.457.0820; passcode for the replay is 448860.

The conference call will also be simulcast live on the Internet
and can be accessed by going directly to the Chesapeake Web site
at http://www.chkenergy.comand selecting "Conference Calls" under
the "Investor Relations" section.  The webcast of the conference
call will be available on the Company's Web site indefinitely.

Chesapeake Energy Corporation is the 8th largest independent
natural gas producer in the U.S.  Headquartered in Oklahoma City,
the company's operations are focused on 3-D seismic delineated
exploratory drilling combined with developmental drilling and
producing property acquisitions in the Mid-Continent region of the
United States.  The company's Internet address is
http://www.chkenergy.com

As reported in Troubled Company Reporter's March 4, 2003 edition,
Standard & Poor's assigned its 'B+' rating to independent oil and
gas exploration and production company Chesapeake Energy Corp.'s
$300 million senior unsecured notes due 2013. At the same time,
Standard & Poor's assigned its 'CCC+' rating to Chesapeake's $200
million convertible preferred stock.

All of Chesapeake's ratings remain on CreditWatch with positive
implications where they were placed on Feb. 25, 2003 following
Chesapeake's announcement that it has signed agreements to
purchase oil and gas exploration and production assets from El
Paso Corp. and Vintage Petroleum Inc. for a total consideration
of $530 million.

The CreditWatch with positive implications reflect that:

       -- Chesapeake is acquiring properties with low cost
          structures in its core Mid-Continent operating area
          that have a high degree of overlap with Chesapeake's
          operations, which should provide cost-reduction
          opportunities.

       -- Chesapeake intends to fund the transactions with a
          high percentage of equity; Chesapeake has announced an
          offering of eight million common shares (about $160
          million of net proceeds are expected) and $200 million
          of convertible preferred securities with the balance
          funded with debt.


CHIQUITA BRANDS: Promotes Jeffrey Acker to Lead Quality Strategy
----------------------------------------------------------------
Chiquita Brands International, Inc. (NYSE: CQB) has promoted
Jeffrey C. Acker, 45, to vice president of global quality and food
safety.  Acker most recently served as vice president of
technology and innovation at Chiquita Processed Foods.  In his new
role, he will be responsible for Chiquita's overall quality
strategy based on total process control from source to market.
He will also ensure that the company continues to achieve leading
standards of food safety and security.

"One of the hallmarks of the Chiquita brand is our commitment to
high standards of quality and food safety," said Bob Kistinger,
president and chief operating officer of Chiquita Fresh.  "We must
consistently deliver the best quality products and services that
meet or exceed customer and consumer demands.  Jeff's extensive
experience will be critical as we enhance quality and maintain the
safety of our products throughout the supply chain."

Acker has more than 20 years experience in the food industry with
leading companies, including Pillsbury, Kraft and General Foods.
He has held leadership positions in quality, research and
development, food and environmental law, supply chain management
and environmental engineering. Acker earned his MBA from
Wilmington College and his bachelor of science degree in food
science from Michigan State University.  He is a certified quality
engineer with the American Society for Quality.

Chiquita Brands International is a leading international marketer,
producer and distributor of high-quality fresh and processed
foods.  The company's Chiquita Fresh division is one of the
largest banana producers in the world and a major supplier of
bananas in North America and Europe.  Sold primarily under the
premium Chiquita(R) brand, the company also distributes and
markets a variety of other fresh fruits and vegetables.  For more
information, visit the company's Web site at
http://www.chiquita.com

As reported in the Troubled Company Reporter's April 22, 2003
edition, Standard & Poor's Ratings Services assigned its 'B-'
rating to Chiquita Brands' $250 million senior unsecured notes
due 2009. Standard & Poor's also assigned its 'B' corporate
credit rating to Chiquita. The outlook is positive.

The senior unsecured notes were rated one notch below the
corporate credit rating, reflecting their junior position to the
large amount of secured debt and priority debt at the operating
subsidiaries.


CINCINNATI BELL: Amends CEO Kevin Mooney's Employment Agreement
---------------------------------------------------------------
Cincinnati Bell Inc. (NYSE:CBB) -- whose latest balance sheet
shows about a $2 billion shareholders' equity deficit -- amended
its employment agreement with Chief Executive Officer, Kevin
Mooney.

On February 3, 2003, the Company amended the employment contracts
of CEO, Kevin Mooney, and three other senior executives to
establish incentives for their retention through the period of the
Company's restructuring, particularly the sale of the broadband
business of Broadwing Communications Inc., and amendment of the
Company's credit facilities.

A provision of Mr. Mooney's agreement provided for a 7-day period,
commencing with the closing of the sale of the broadband business,
under which he could elect to terminate his employment agreement.

With the closing of the sale of the broadband business effective
June 13, 2003, the Company and Mr. Mooney have agreed to extend
the termination provision of his contract until August 31, 2003.

With the majority of the elements of the Company's restructuring
successfully completed, the Board of Directors will turn its
attention to the corporate structure and management necessary to
operate the company going forward.

Cincinnati Bell Inc. (NYSE:CBB) is parent to one of the nation's
most respected and best performing local exchange and wireless
providers with a legacy of unparalleled customer service
excellence. The company was recently ranked number one in customer
satisfaction, for the second year in a row, by J.D. Power and
Associates for local residential telephone service and residential
long distance among mainstream users. Cincinnati Bell provides a
wide range of telecommunications products and services to
residential and business customers in Ohio, Kentucky and Indiana.
Cincinnati Bell is headquartered in Cincinnati, Ohio. For more
information, visit http://www.cincinnatibell.com


CLASSIC COMMS: Lease Decision Time Extended through July 7
----------------------------------------------------------
By order of the U.S. Bankruptcy Court for the District of
Delaware, Classic Communications, Inc., and its debtor-affiliates
obtained an extension of their lease decision period pursuant to
11 U.S.C. Sec. 265(d)(4).  The Court gives the Debtors until
July 7, 2003, to decide whether to assume, assume and assign, or
reject their unexpired nonresidential real property leases.

Classic Communications, Inc., a cable operator focused on non-
metropolitan markets in the United States, filed for Chapter 11
petition on November 13, 2001 (Bankr. Del. Case No. 01-11257).
Brendan Linehan Shannon, Esq. at Young, Conaway, Stargatt &
Taylor, represents the Debtors in their restructuring efforts.
When the Company filed for protection from its creditors, it
listed $711,346,000 in total assets and $641,869,000 in total
debts.


COMBUSTION ENGINEERING: Judge Fitzgerald Slows ABB's Escape
-----------------------------------------------------------
Judge Judith K. Fitzgerald slowed Combustion Engineering, Inc.'s
emergence from chapter 11 under a plan of reorganization designed
to simultaneously extinguish ABB Ltd. asbestos-related
liabilities.

Judge Fitzgerald approved Combustion Engineering's Disclosure
Statement this week and recommends confirmation of the Company's
Plan if the Company can demonstrate that direct creditors of
Basic, Incorporated and ABB Lummus Global, Inc., received more
notice about the proceedings and plan-related injunctions and
releases than by general publication.

Judge Fitzgerald sees that the list of Lummus and Basic creditors
was prepared from Combustion's records rather than those
companies' records.  If notice by publication was all that was
given to those creditor constituencies, then the fourth factor of
the analysis in In re Dow Corning Corporation, 208 F.2d 648 (6th
Cir. 2002) fails and that's a stumbling block to plan
confirmation.  If notice was adequate, then the plan has Judge
Fitzgerald's blessing and she recommends confirmation.  Because
the Plan compromises asbestos-related personal injury claims, U.S.
District Court Judge Alfred Wolin is also required to put his
stamp of approval on the Plan before it can be confirmed.

Full-text copies of Judge Fitzgerald's Opinion and Order are
available at no charge at:

   http://www.deb.uscourts.gov/Opinions/2003/Combustion.pdf

               and

   http://www.deb.uscourts.gov/Opinions/2003/Combustion_order.PDF

ABB Ltd.'s U.S. subsidiary Combustion Engineering, Inc.,
delivered a Chapter 11 petition to the U.S. Bankruptcy Court for
the District of Delaware on Monday, February 17, 2003, to halt and
resolve the tide of asbestos-related personal injury suits brought
against the companies.  Over the past dozen years -- according to
information obtained from http://www.LitigationDataSource.com
-- the number of claims against Combustion Engineering, its
affiliates, ABB and former joint venture partners, has
skyrocketed:

     Year   Asbestos Claims Asserted Against CE
     ----   -----------------------------------
     1990   18,891 .
     1991   19,000 .
     1992   20,000 +
     1993   21,000 +
     1994   22,000 ++
     1995   23,842 +++
     1996   27,577 ++++++
     1997   28,976 +++++++
     1998   28,264 ++++++
     1999   33,961 ++++++++++
     2000   39,138 +++++++++++++
     2001   54,569 ++++++++++++++++++++++++
     2002   79,204 ++++++++++++++++++++++++++++++++++++++++

CE is named as a defendant in cases pending in multiple
jurisdictions, with plaintiffs alleging injury as a result of
exposure to asbestos in products manufactured or sold by CE or
that was contained in materials used in CE's construction or
maintenance projects.

CE proposed a prenegotiated reorganization plan and disclosure
statement similar to the model described by Todd R. Snyder and
Deanne C. Siemer in "The Patronus Technique: A Practical Proposal
for Asbestos-Driven Bankruptcies," 11 Journal of Bankruptcy Law
and Practice 357.

               Combustion Engineering's History

Combustion Engineering was incorporated in Delaware in 1912 as
The Locomotive Superheater Co. and manufactured and sold
superheaters for steam locomotives.  From the 1930s forward,
CE's core business is designing, selling and erecting power-
generating facilities, including major steam generators.  CE
also services large steam boilers and related electrical power
generating equipment.  From the 1930s through the 1960s,
asbestos insulation was used on many CE boilers.

                   Development of the Plan

Faced with escalating asbestos litigation costs and decreasing
insurance coverage, an economic decline in its business, and
ABB's financial woes, CE began exploring its options in late
2002.  After considering several options, CE concluded that the
best avenue for maximizing payments to both current and future
claimants and enhancing the value of CE's estate was through a
consensual restructuring.  CE recognized that it could not
propose a plan to effectively reorganize without the cooperation
of ABB, Asea Brown Boveri and representatives of current and
future asbestos claimants.  Over a three-month period, CE, ABB
and asbestos claimant representatives engaged in extensive
negotiations to develop a strategy for permanently addressing
CE-related asbestos claims.  The negotiations culminated in the
Prepackaged Chapter 11 Plan.

                Establishment of a 524(g) Trust

The pre-packaged plan was negotiated with certain asbestos
claimants' lawyers and approved by David T. Austern, Esq. (who
serves as General Counsel for Claims Resolution Management
Corporation in Fairfax, Virginia), the proposed representative
for future claimants.  The Plan contemplates establishment of a
trust under 11 U.S.C. Sec. 524(g), entry of a channeling order
directing present and future asbestos claimants to that trust
for payment, and entry of an injunction prohibiting present and
future claimants from seeking compensation from any source other
than the trust.

                   Valuation & Plan Funding

Under the Prenegotiated Plan, all of CE's value -- at the end of
September  2002, CE's value was US$812,000,000 -- is delivered to
the Sec. 524(g) Trust for the benefit of present and future
claimants.  In addition:

      (1) ABB contributes:

          (a) 30,298,913 shares of its stock, initially valued
              at $50,000,000, but with a current market value
              exceeding $120,000,000;

          (b) a financial commitment to pay $250,000,000 to the
              Trust in pre-agreed installments from 2004 to 2009
              (guaranteed by certain ABB affiliates);

          (c) up to $100,000,000 more from 2006 through 2011 if
              certain performance benchmarks are achieved; and

          (d) the release of all claims and interest of the ABB
              group in insurance covering CE's asbestos personal
              injury claims;

      (2) Asea Brown Boveri contributes:

          (a) an indemnification of all of CE's environmental
              liabilities, which has a value of around
              $100,000,000;

          (b) a release of its indemnification rights against CE
              for asbestos claims asserted against Asea Brown
              Boveri after June 30, 1999;

          (c) a note evidencing Asea Brown Boveri's agreement to
              contribute almost $38,000,000 on account of the
              asbestos claims attributable to:

                 -- Basic, Incorporated (CE acquired this
                    acoustical plaster manufacturer in 1979) and

                 -- ABB Lummus Global, Inc. (CE acquired
                    this manufacturer of feed water heaters that
                    used asbestos-containing gaskets in
                    transactions stretching from 1930 to 1970);

              and

          (d) if Lummus is sold within 18 months of the Plan's
              Effective Date, an additional $5,000,000; and

      (3) Lummus and Basic will release and assign all of their
          interests in insurance covering asbestos personal
          injury claims, including certain CE-shared policies.

Accordingly, the total value of these contributions to the Trust
exceed $1 billion, excluding any value attributable to the
insurance policies, and is subject to wide swings as the value of
CE increases or decreases over time.

                    Bankruptcy Professionals

Jeffrey N. Rich, Esq., at Kirkpatrick & Lockhart LLP, and Laura
Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones &
Weintraub, P.C., represent Combustion Engineering.

The Blackstone Group, L.P., provides CE with financial advisory
services.

David M. Bernick, Esq., at Kirkland & Ellis, provides legal
advice to ABB.

The CE Settlement Trust, holding the largest unsecured claim
against CE's estate, is represented by Hasbrouck Haynes, Jr.
CPA, at Haynes Downard Andra & Jones LLP.


COMMSCOPE: S&P Equity Analyst Ups Stock Opinion to 'Accumulate'
---------------------------------------------------------------
Standard & Poor's equity analysts have increased the equity STARS
ranking on the shares of CommScope, Inc. (NYSE: CTV) from a three-
STARS "Hold" to a four-STARS "Accumulate" at $9.82 per share. A
leading provider of independent research, indices and ratings,
Standard & Poor's made this announcement through Standard & Poor's
MarketScope, its real-time market intelligence service.

"While overall cable spending remains weak, we see several
potential positive catalysts going forward," says Ari Bensinger,
Telecommunications Equipment Equity Analyst, Standard & Poor's.
"First, major bankrupt customer Adelphia recently announced $1.5
billion in financing, which could fuel incremental equipment sales
for CommScope as early as the September-quarter of 2003. Also, the
Bell carriers recently announced intentions for fiber to the home
equipment orders during 2004, which should help improve the
results at OFS BrightWave, in which CommScope has an equity
interest. Given these catalysts, we view the shares as attractive
at 1.2 times book value, well below the peer average," concludes
Bensinger.

Standard & Poor's Stock Appreciation Ranking System (STARS), which
was first introduced on December 31, 1986, reflects the opinions
of Standard & Poor's equity analysts on the price appreciation
potential of 1,200 U.S. stocks for the next 6-12 month period.
Rankings range from five-STARS (strong buy) to one-STARS (sell).

Standard & Poor's analytic services are performed as entirely
separate activities in order to preserve the independence of each
analytic process. In this regard, STARS, which are published by
Standard & Poor's Equity Research Department, operates
independently from, and has no access to information obtained by
Standard & Poor's Credit Market Services, which may in the course
of its operations obtain access to confidential information.

Standard & Poor's has the largest U.S. equity coverage count among
equity research firms that are not affiliated with a Wall Street
investment bank, analyzing 1,200 U.S. stocks. Standard & Poor's, a
division of The McGraw-Hill Companies (NYSE: MHP), is a leader in
providing widely recognized financial data, analytical research
and investment and credit opinions to the global capital markets.
With 5,000 employees located in 19 countries, Standard & Poor's is
an integral part of the world's financial architecture. Additional
information is available at http://www.standardandpoors.com

CommScope is the world's largest manufacturer of broadband
coaxial cable for Hybrid Fiber Coaxial applications and a
leading supplier of high- performance fiber optic and twisted
pair cables for LAN, wireless and other communications
applications. Through its relationship with OFS, CommScope has
an ownership interest in one of the world's largest producers of
optical fiber and cable and has access to a broad array of
connectivity components as well as technologically advanced
optical fibers, including the zero water peak optical fibers
used in the production of the LightScope ZWP(M) family of
products.

As reported in Troubled Company Reporter's May 1, 2003 edition,
Standard & Poor's Ratings Services lowered its corporate credit
rating on CommScope Inc., to 'BB' from 'BB+' and its subordinated
debt rating to 'B+' from 'BB-'. At the same time, the ratings were
removed from CreditWatch, where they had been placed on March 14,
2003.

The downgrade reflected the expectation that profitability would
remain at depressed levels over the midterm because of lower
forecasts of cable television industry capital expenditures,
among other factors. The outlook is stable.


CONSECO FINANCE: Green Tree Credit Wants Nod to Obtain Financing
----------------------------------------------------------------
The Conseco Finance Debtors ask Judge Doyle to authorize Green
Tree Credit LLC, formerly known as Conseco Finance Credit
Corporation, to obtain postpetition financing pursuant to the
terms of a Revolving Line of Credit and Security Agreement between
GTC and U.S. Bank.

On May 31, 2003, upon expiration of the FPS DIP Facility, the CFC
Debtors paid the facility off, which meant that the $1,000,000
revolving credit facility provided under the FPS DIP was no
longer available to GTC.  Subsequently, GTC will enter into the
RLCA.  The material terms of the RCLA are:

Borrower:   GTC

Lender:     U.S. Bank

Commitment: $1,000,000 revolver available immediately

Term:       364 days from June 9, 2003 to June 8, 2004, or the
             earlier termination in accordance with the RLCA

Promissory
Note:       GTC will deliver to U.S Bank a Promissory Note for
             $1,000,000

Deposit
Account:    GTC will maintain a deposit account at U.S. Bank with
             $1,100,000 at all times

Security
Interest:   GTC will grant U.S. Bank a first priority interest in
             the Deposit Account to secure payment of all
             liabilities

Mr. Sprayregen explains that the Postpetition Financing is
necessary for the CFC Debtors to operate their businesses in
Chapter 11 and facilitate the closing of the CFN and GE
Transactions. (Conseco Bankruptcy News, Issue No. 26; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


CONSECO: Green Tree Residual's Voluntary Chapter 11 Case Summary
----------------------------------------------------------------
Lead Debtor: Green Tree Residual Finance Corp
             350 Landmark Towers
             Saint Paul, Minnesota 55102

Bankruptcy Case No.: 03-23655

Debtor affiliates filing separate chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Green Tree Finance Corp Five               03-23658

Type of Business: The Debtors are affiliates of Conseco, Inc.

Chapter 11 Petition Date: June 2, 2003

Court: Northern District of Illinois (Chicago)

Judge: Carol A. Doyle

Debtors' Counsel: James Sprayregen, Esq.
                  Kirkland & Ellis
                  200 East Randolph Street
                  Chicago, IL 60601
                  Tel: 312-861-2000

Estimated Assets: More than $100 Million

Estimated Debts: More than $100 Million


CONSECO: Conseco Finance Credit's Voluntary Ch. 11 Case Summary
---------------------------------------------------------------
Debtor: Conseco Finance Credit Card Funding Corp
        1100 Landmark Towers
        345 St Peter Street
        St Paul, Minnesota 55102

Bankruptcy Case No.: 03-27043

Type of Business: The Debtor is an affiliate of Conseco, Inc.

Chapter 11 Petition Date: June 24, 2003

Court: Northern District of Illinois (Chicago)

Judge: Carol A. Doyle

Debtors' Counsel: James Sprayregen, Esq.
                  Kirkland & Ellis
                  200 East Randolph Street
                  Chicago, IL 60601
                  Tel: 312-861-2000


CONSECO INC: Files Third Amended Plan of Reorganization
-------------------------------------------------------
The Conseco Inc. Debtors delivered their Third Amended Plan of
Reorganization to the Court on June 16, 2003.  A free copy of
that amended plan is available at:

    http://bankrupt.com/misc/3rd_Amended_Reorg_Plan.pdf

On June 17, 2003, the Finance Company Debtors handed Judge Doyle
a copy of their Third Amended Joint Liquidating Plan.  A free
full-text copy of that document is available at:

    http://bankrupt.com/misc/3rd_Amended_Liquidating_Plan.pdf

(Conseco Bankruptcy News, Issue No. 26; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


COVANTA ENERGY: Urges Court to Clear David Hahn Settlement Pact
---------------------------------------------------------------
Prior to the Petition Date, David L. Hahn was employed as Senior
Vice President, Aviation and Chief Operating Officer of Covanta's
worldwide aviation operations.  In this capacity, Mr. Hahn
assisted in the operations and management of various aviation
enterprises located throughout the globe.  Since December 1999,
Mr. Hahn also assisted Covanta in the disposition and sale of
substantially all of its aviation assets, including the sale of
Covanta's cargo and ground-handling businesses, fixed-based
operations, private air businesses, and aviation-fueling
businesses.

In September 1995, Covanta and Mr. Hahn entered into a certain
employment agreement, as amended and including a certain letter
agreement dated as of September 1998.  Under the Employment
Agreement, among other things, Covanta agreed to pay Mr. Hahn a
$300,000 annual base salary.  In addition, the Employment
Agreement provided that in the event of termination for reasons
other than for cause, Covanta would pay to Mr. Hahn a termination
payment equal to five times the sum of his base salary and his
highest annual bonus received at any time prior to his
termination.

According to James L. Bromley, Esq., at Cleary, Gottlieb, Steen &
Hamilton, in New York, in December 1998, Covanta lent Mr. Hahn
$300,000, as evidenced by and pursuant to the terms of a
promissory note, dated as of December 16, 1998.  The Note
provides, among other things, for repayment of the principal
amount, together with interest accrued thereon at an annual rate
of 7%, for the principal amount and accrued interest outstanding
from time to time -- the Loan Balance -- after any termination of
Mr. Hahn's employment with Covanta.

On May 7, 2002, the Court authorized Covanta to honor and pay in
full accrued and unpaid vacation pay as the obligations become
due in the ordinary course during these Chapter 11 proceedings.
On August 5, 2002, Mr. Hahn filed Proof of Claim No. 2060
alleging an unsecured non-priority claim against the Debtors for
$3,500,000, without prejudice to his right to assert an
administrative claim in the same amount.

On September 20, 2002, the Court authorized the establishment and
implementation of the Covanta Energy Corporation Key Employee
Severance Plan as part of the Key Employee Retention Plan.
Pursuant to the KERP Order, Covanta designated certain key
employees as participants in the KESP.  Each participant was
categorized as either a Tier I, Tier II, Tier III or Tier IV
participant, with the lower-numbered Tiers generally receiving
larger severance payments than the higher-numbered Tiers.  Tier
III participants are generally entitled to a lump sum severance
payment equal to 100% of base salary.  In addition, Tier III
participants are generally entitled to receive continued medical
and dental coverage, provided that the participants pay the
regular employee co-payments, for a one-year period.  Mr. Hahn
was designated as a Tier III participant under the KESP.

On December 19, 2002, the Court authorized Covanta to pay certain
employees a retention bonus in connection with the closing of the
Court-approved sale of Covanta's aviation fueling business to
Allied Aviation Holdings, Inc.  Mr. Hahn was designated as one of
the employees eligible for payment of the Closing Bonus.  In
addition, the Aviation Bonus Order authorized Covanta to pay
certain 2002 performance bonuses to eligible employees like Mr.
Hahn.

On December 31, 2002, pursuant to this Court's order, Covanta's
last remaining aviation fueling businesses were sold to a third
party, Allied Aviation Holdings, Inc.  Mr. Hahn's employment was
terminated, effective as of January 17, 2003.

Accordingly, Mr. Bromley informs Judge Blackshear that Covanta
has entered into a Settlement Agreement with Mr. Hahn, in order
to:

    (a) retain Mr. Hahn as a consultant during the winding down
        and claims resolution process of the Aviation Business;
        and

    (b) resolve all disputes between Covanta and Hahn with
        respect to the Employment Agreement, the Note and the
        Proof of Claim.

Among other things, the Settlement Agreement provides:

A. Consultancy

    Mr. Hahn would be retained as a consultant to provide
    services related to the Aviation Business, including
    assisting Covanta with any transition issues relating to the
    sales by Covanta of its Aviation Business, Covanta's recovery
    of any claims against any purchaser of any portion of the
    Aviation Business and other services relating to the business
    of the Company as Covanta may request from time to time.  Mr.
    Hahn agrees to provide the services for the period commencing
    on April 28, 2003 and ending on October 27, 2003.  Subject to
    certain conditions, Covanta may elect to extend the period of
    Mr. Hahn's consultancy on the same terms and conditions as
    the initial consultancy.

B. Retainer Fee

    Mr. Hahn would be entitled to a fee at a $30,000 monthly rate
    for his services during the Consulting Period and subject to:

    (a) offset in respect of the Note pursuant to Section 4 of
        the Settlement Agreement,

    (b) the Court's approval of the payment of the Fee, and

    (c) Mr. Hahn's refraining from revoking the Hahn Release.

    In addition, Mr. Hahn would be entitled to reimbursement of
    reasonable expenses incurred by him in connection with the
    proper performance of his consulting services.

C. Accrued Vacation

    In accordance with the Vacation Pay Order, Covanta would pay
    to Mr. Hahn a $28,436 lump sum as earned but unpaid vacation
    pay, reduced by all applicable withholding taxes.  Pursuant to
    the Settlement Agreement, the Vacation Pay would not be
    subject to offset in respect of the Note.

D. Accrued Employee Benefits

    Mr. Hahn would be entitled to all benefits accrued under the
    401(k) Plan and under the employee welfare benefit plans in
    which he was a participant during his employment, except that
    he would not be entitled to any compensation or benefits
    pursuant to any severance or termination plan, policy or
    arrangement other than as set forth in the Settlement
    Agreement.

E. Termination Benefits

    Subject to the provisions of the  Settlement Agreement, Mr.
    Hahn would be entitled to these compensation and benefits --
    Termination Benefits:

    (a) Lump sum cash payment equal to $310,518 in accordance with
        the KERP Order -- Severance Payment; provided that 100%
        of the After-Tax Portion of the lump sum payment will be
        subject to offset as provided in the Settlement Agreement;

    (b) Lump sum cash payment equal to the excess of $50,000,
        which amount is equal to the amount of Mr. Hahn's 2002
        annual bonus -- Performance Bonus -- over the Deferral
        Amount with respect to the Performance Bonus; provided
        that:

          (i) 100% of the After-Tax Portion of the lump sum
              payment will be subject to offset as provided in
              Section 4 of the Settlement Agreement;

         (ii) Covanta will transfer the Deferral Amount with
              respect to the bonus amount to the 401(k) Plan, on
              Mr. Hahn's behalf, in lieu of payment directly to
              him; and

        (iii) Mr. Hahn would be eligible for an employer matching
              contribution under the 401(k) Plan with respect to
              the Deferral Amount in accordance with the
              generally applicable terms of the 401(k) Plan;

    (c) Lump sum cash payment equal to $150,000 in accordance
        with the Aviation Bonus Order -- Closing Bonus; provided
        that 100% of the After-Tax Portion of the lump sum
        payment will be subject to offset as provided in the
        Settlement Agreement;

    (d) For the period commencing on May 18, 2003 and ending
        on the earlier of January 17, 2004 and the effective
        date of any early termination of coverage pursuant to
        Section 3 of the Settlement Agreement -- Continuation
        Period, Mr. Hahn would be entitled to continue his
        coverage and the coverage of his eligible dependents
        under the Health Plans, in accordance with the generally
        applicable provisions of the plans applicable to active
        employee participants; provided that Mr. Hahn promptly
        satisfies all deductible and co-payment requirements
        under those Health Plans;

    (e) After expiration of the Continuation Period, Mr. Hahn
        would be entitled to continue his and his then eligible
        dependents' coverage under the Health Plans to the extent
        provided under and in accordance with COBRA, subject to
        Section 3 of the Settlement Agreement; and

    (f) Covanta will execute and deliver to Mr. Hahn a general
        release of claims, provided that the Covanta Release will
        not be valid, enforceable or effective unless the Court
        approves the terms of the Settlement Agreement.

F. Loan Repayment

    Covanta's obligations under the Settlement Agreement are
    subject to full repayment by Mr. Hahn of the Loan Balance.
    To ensure repayment, Section 4 of the Settlement Agreement
    authorizes and directs Covanta to retain and offset against
    the Loan Balance:

    (a) the After Tax Portion of any and all payments to which
        Mr. Hahn becomes entitled under Settlement Agreement; and

    (b) two-thirds of the gross amount of each installment of
        Fees that becomes payable to Mr. Hahn if any.

    All amounts Covanta retains will be applied to offset the
    Loan Balance and will reduce the outstanding Loan Balance, on
    a dollar-for-dollar basis, until the outstanding balance is
    reduced to zero.  Mr. Hahn will promptly repay to Covanta any
    portion of the Loan Balance that remains outstanding after
    expiration of the Consulting Period and set-off by the After-
    Tax Portion of the amounts payable under Sections 3(c)(i),
    (ii) and (iii) of the Settlement Agreement.

Pursuant to Section 105(a) of the Bankruptcy Code and Rule 9019
of the Federal Rules of Bankruptcy Procedure, the Debtors ask the
Court to approve the Settlement Agreement with Mr. Hahn,
including the general releases of claims dated as of April 28,
2003.

Mr. Bromley argues that the Court should approve the Settlement
Agreement because:

    (a) in the absence of the Settlement Agreement, Mr. Hahn
        would continue to assert a claim against Covanta for
        $3,500,000 as stated in the Proof of Claim, which is
        payable as an administrative expense under Section 503
        of the Bankruptcy Code;

    (b) the Settlement Agreement permits Covanta to ensure prompt
        repayments of the Loan Balance through set-off;

    (c) in the absence of the Settlement Agreement, Mr. Hahn
        would vigorously prosecute his claim for severance under
        the Employment Agreement;

    (d) the Settlement Agreement provides mutual releases of the
        Parties and represents a settlement of all outstanding
        claims or potential claims that exist between the Parties;

    (e) the Debtors believe that Mr. Hahn's continued services
        would provide a valuable benefit to the Debtors' estates
        by ensuring an orderly transition and wind-down of the
        Aviation Business, as well as collection of amounts due
        to Covanta and its subsidiaries in connection with the
        Aviation Business; and

    (f) the Settlement Agreement is the product of vigorous
        arm's-length bargaining between the Parties over the
        course of more than nine months. (Covanta Bankruptcy News,
        Issue No. 30; Bankruptcy Creditors' Service, Inc.,
        609/392-0900)


DIRECTV LATIN AMERICA: Court Fixes August 30 as Claims Bar Date
---------------------------------------------------------------
DirecTV Latin America, LLC obtained a Court order establishing:

   (a) August 30, 2003 at 4:00 p.m. EDT as the last date and
       time by which proofs of claim based on prepetition
       liability against DirecTV must be filed by creditors
       other than governmental units; and

   (b) September 18, 2003 at 4:00 p.m. EDT as the last date and
       time by which proofs of claim based on prepetition
       liabilities against DirecTV must be filed by governmental
       units. (DirecTV Latin America Bankruptcy News, Issue No. 8;
       Bankruptcy Creditors' Service, Inc., 609/392-0900)


DOUBLECLICK.COM: Completes Zero Coupon Conv. Sub. Note Offering
---------------------------------------------------------------
DoubleClick Inc. (Nasdaq: DCLK) has closed its sale of $135
million aggregate principal amount of Zero Coupon Convertible
Subordinated Notes due 2023.  The initial purchaser has the option
to purchase up to an additional $20.25 million in aggregate
principal amount of the Notes.

The Notes do not bear interest and have a zero yield to maturity.
The Notes are convertible under certain circumstances into
DoubleClick Inc. common stock at a conversion price of
approximately $13.12 per share, subject to adjustment.  The Notes
will be DoubleClick's general unsecured obligations and will be
subordinated in right of payment to all of its existing and future
senior debt.  DoubleClick may not redeem the Notes prior to
July 15, 2008.

DoubleClick also initiated a call for redemption of all of its
$154.8 million outstanding aggregate principal amount of 4.75%
Convertible Subordinated Notes due 2006.  The redemption date has
been set at July 24, 2003.  Notices of redemption will be mailed
to holders of the 4.75% Convertible Subordinated Notes on June 24,
2003.  The proceeds from the sale of the Notes, together with
existing cash, will be used towards this redemption.

The Notes have been offered only to qualified institutional buyers
in reliance on Rule 144A under the Securities Act of 1933, and
outside the United States pursuant to Regulation S of the
Securities Act.  The Notes and the shares of common stock of
DoubleClick Inc. issuable upon the conversion of the Notes have
not been registered under the Securities Act and may not be
offered or sold in the United States or to a U.S. person absent
registration or an applicable exemption from registration
requirements.

DoubleClick Inc. has global headquarters in New York City and
maintains 21 offices around the world.

As reported in Troubled Company Reporter's Tuesday Edition,
Standard & Poor's Ratings Services assigned its 'B-' rating to
DoubleClick Inc.'s $135 million convertible subordinated notes due
2023.

"The convertible subordinated notes were rated one notch below the
corporate credit rating given its ample cash balances, moderate
levels of obligations that rank ahead of the subordinated debt,
and Standard & Poor's expectation that the company is unlikely to
increase its priority obligations in the intermediate term," said
credit analyst Andy Liu. Net proceeds will be used to repay
existing debt. New York, New York-based DoubleClick had $154.8
million of debt outstanding on March 31, 2003.

At the same time, Standard & Poor's revised its outlook on the
ratings to stable from negative. The outlook revision reflects the
company's improvement in profitability and discretionary cash
flow. All existing ratings are affirmed.


DTVN HOLDINGS: Court Confirms Joint Plan of Reorganization
----------------------------------------------------------
On May 30, 2003, DataVoN, Inc., DTVN Holdings, Inc., Zydeco
Exploration, Inc. and Video Intelligence, Inc., sold substantially
all of Debtors' assets to Transcom Communications, Inc. in
exchange for (i) cash consideration of $2,460,914.81, (ii) a
secured offsetting note for $1.28 million, (iii) a secured
promissory note for $1.5 million, (iv) an unsecured promissory
note for $200,000.00, (v) payment of employee stay-put bonuses of
$341,000.00, (vi) assumption of ordinary course trade debt, and
(vii) the assumption of contract liabilities of $2.1 million. The
sale of the Assets occurred in connection with the Joint Plan of
Reorganization of the Debtors. The purchase price was determined
by an auction conducted pursuant to procedures approved by the
Court by an Order dated February 21, 2003. At the conclusion of
the auction, Transcom Communications, Inc. was declared the
highest and best offer, and on May 28, 2003, the Court entered an
order authorizing the sale of substantially all of the Debtor's
assets to Transcom. The consideration for the purchase of the
Assets was determined by arms-length negotiations between
representatives of Transcom and the Debtors. In addition to being
a vendor and a customer of the Debtors, Transcom held a 53%
interest in DTVN Holdings, Inc. which it acquired in July of 2002.
The Assets include contractual rights, accounts receivable,
goodwill, equipment, intellectual property, fixtures and other
tangible and intangible assets. The sale was consummated pursuant
to an Asset Purchase Agreement, dated April 25, 2003, betweem
Transcom and the Debtors.

By order of the United States Bankruptcy Court for the Northern
District of Texas, Dallas Division, Judge Steven A. Felsenthal
presiding dated May 28, 2003, in the bankruptcy case of In re
DataVoN, Inc., et. al., Jointly Administered, Case No. 02-38600-
SAF-11, substantially all of the Debtors' assets were sold to
Transcom Communications, Inc. in exchange for the consideration
noted above.  On June 6, 2003, the Bankruptcy Court entered an
order confirming the Debtors Joint Plan of Reorganization,
providing formation of a Creditors' Trust to distribute the
proceeds of the Sale and to liquidate all remaining assets of the
Debtors. Dan Lain and the firm of Lain, Faulkner & Co., is named
in the Plan as the Liquidating Trustee. Pursuant to the confirmed
Plan, the current equity of DTVN Holdings, Inc. and the other
debtors will be cancelled as of the effective date of the Plan,
June 13, 2003.


EDELNOR: Local & Foreign Corp. Credit Ratings Raised to B-
----------------------------------------------------------
Standard & Poor's Ratings Services raised its local and foreign
corporate credit ratings on Chilean electric generator Empresa
El,ctrica del Norte Grande S.A. to 'B-' from 'CC', reflecting a
more favorable maturity schedule after the company completed its
Chapter 11 reorganization and strategic plan. At the same time,
Edelnor's rating was removed from CreditWatch with positive
implications. Standard & Poor's also assigned its 'B-' rating to
Edelnor's US$217 million debt certificates. The outlook is stable.

Edelnor completed a Chapter 11 reorganization on Nov. 5, 2002,
which replaced US$340 million in bank debt with US$217 million 15-
year debt certificates and a US$46 million subordinated
shareholder loan. The new debt certificates carry a 4% coupon
(with step up rates after 2005) and amortize in 20 semi-annual
installments starting in May 5, 2008.

"Although this reorganization improved Edelnor's debt and maturity
profile, financial performance remains fairly weak as a result of
the significant oversupply in the SING, which is Edelnor's area of
operation," said Standard & Poor's credit analyst Sergio Fuentes.
"Although we expect Edelnor's funds from operations interest
coverage, including cash inflows from its 21% owned Norandino
Natural Gas Pipeline, to improve to levels of about 2.5x-3x times
from 1.8x in 2002, financial flexibility is expected to remain
significantly restricted," continued Mr. Fuentes.

Edelnor's rating reflects its still weak financial performance, a
very limited financial flexibility, and the uncertainties
regarding the maturity of a great portion of its sale contracts
between 2005 and 2008. These weaknesses are mitigated by Edelnor's
equity stake in Gasoducto Norandino, which is projected to provide
a stable cash flow stream, and by the ownership of transmission
assets, a competitive advantage to face the high competitive
pressures in the SING.

The stable outlook incorporates Standard & Poor's expectations
that Edelnor will be able to sign new sale contracts and/or renew
a great portion of the contracts that are due between 2005 and
2008, although at lower prices than the current ones. If the
company fails to reach this goal, the ratings could be revised. In
addition, Standard & Poor's anticipates that the company will
continue to show weak debt coverage ratios of 5%-6% in the next
three to four years. However, this risk is mitigated by a very low
interest rate and by the fact that there are no maturities until
2008.

Edelnor is a partially integrated utility, mainly engaged in power
generation and, to a lesser extent, transmission in northern
Chile. The company owns and operates generating facilities with a
capacity of 687MW, leases another 29MW of diesel units, and owns
about 1,056km of transmission lines. Edelnor is 82.34% owned by
Inversiones Mejillones S.A, a holding company that is owned by
Belgium's Tractebel S.A. (not rated) and Chilean copper producer
Corporacion Nacional del Cobre de Chile (LCR: 'A+'/Stable;
FCR: 'A-'/Positive).


ENERGY WEST: Has Until Tomorrow to Arrange Credit Pact Extension
----------------------------------------------------------------
Energy West Incorporated (Nasdaq: EWST), a natural gas, propane
and energy marketing company serving the Rocky Mountain states,
announced that Wells Fargo Bank Montana, N.A., has extended the
maturity date of Energy West's credit facility through June 26,
2003 to provide the parties additional time to negotiate a further
extension.  The Wells Fargo credit facility was originally
scheduled to expire on May 1, 2003 and previously was extended
through June 23, 2003.  The terms and conditions of the credit
agreement, as previously extended, other than the maturity date,
remain unchanged.

For additional information or clarification, please contact:
JoAnn S. Hogan, Financial Communications, 1-406-791-7555,
jshogan@ewst.com, or John C. Allen, Corporate Counsel and Vice-
President, 1-406-791-7503, jcallen@ewst.com, both of Energy West
Incorporated.

The Company's toll-free number is 1-800-570-5688 and its Web
address is http://www.energywest.com

As reported in Troubled Company Reporter's Friday Edition, Energy
West retained D.A. Davidson & Co. and DAMG Capital as financial
advisers to advise the Company in connection with the Company's
financing needs and capital structure. Among other things, D.A.
Davidson and DAMG Capital are assisting the Company in
negotiations with its bank lender, Wells Fargo Bank Montana, N.A.,
concerning a restructuring and extension of the Company's credit
facility for a longer period. The Company's advisers are also
assisting the Company in its efforts to secure a replacement
credit facility and establish a capital structure to meet the
Company's long-term needs.

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

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


ENRON: Committee Asks Court to Nix Whitewing Sale Restrictions
--------------------------------------------------------------
Pursuant to Sections 105 and 363 of the Bankruptcy Code, the
Official Committee of Unsecured Creditors of the Enron Debtors
asks the Court to waive these restrictions with respect to the
sale of Whitewing Assets:

    (a) the "Adjusted Asset Value" restriction in the Amended
        and Restated Limited Liability Company Agreement of
        Whitewing Management LLC-- the Whitewing LLC Agreement;
        and

    (b) consent rights Whitewing Associates LP and its
        subsidiaries hold to the sale of underlying assets where
        Whitewing derivative assets are based.

Stephen D. Lerner, Esq., at Squire Sanders & Dempsey LLP, in
Cincinnati, Ohio, relates that Enron and The Osprey created a
complex financing structure, consisting of many business entities
and interests -- the Whitewing Structure.  Within the Whitewing
Structure, Enron, some of the other Debtors, and certain Enron
non-debtor affiliates raised approximately $2,600,000,000 through
Osprey's issuance of approximately $2,400,000,000 in debt and
$220,000,000 in equity.  As a result of the Whitewing Structure,
Enron is the indirect sole member of Egret I LLC, a Delaware
limited liability company.  Egret is the sole managing member of
Whitewing LLC.  Osprey is the only other member of Whitewing LLC.
Third-party certificate holders own the equity certificates
Osprey issued.

Whitewing LLC is the general partner of Whitewing LP.  Osprey
invested the proceeds from the sale of the Osprey debt -- the
Osprey Notes -- and the Osprey Certificates into Whitewing LP in
exchange for a limited partnership interest in Whitewing LP.
Whitewing LP then directly or indirectly invested those
proceeds, along with other monies invested by certain Enron
Entities in Whitewing LP, in the Whitewing Subsidiaries, which,
in turn, used those proceeds to fund direct and indirect debt and
equity investments -- the Whitewing Assets.  Some of the
Whitewing Assets are interests in joint ownership of assets owned
directly or indirectly by Enron Entities.  In addition, Enron
maintains indirectly 100% of the management rights, duties, and
obligations with respect to the Whitewing Structure, the
Whitewing Subsidiaries, and the Whitewing Assets.

According to Mr. Lerner, Enron's bankruptcy filing triggered a
default under the Second Supplemental Indenture, dated as of
October 5, 2000 among Osprey, Osprey I, Inc. and United States
Trust Company of New York, which governs the Osprey Notes.  The
Whitewing LLC Agreement provides that upon the occurrence of a
default, Whitewing LLC, as the general partner of Whitewing LP,
may not "permit" Whitewing LP to "dispose" of assets for less
than an asset's "Adjusted Asset Value."

In addition to the restriction contained in the Whitewing LLC
Agreement, certain of the Whitewing Subsidiaries are holders of
certain LP Consent rights that comprise some of the Sale
Restrictions.  These rights arise from provisions in management
agreements or other documents which give a Whitewing subsidiary,
as the holder of a derivative interest, a right of consent to the
sale of certain underlying assets.  An example of this type of
restriction is the agreement relating to certain derivative
assets Anhinga LP held, one of the Whitewing subsidiaries.

Because the current market values of most of the Whitewing Assets
are below a level that may trigger a Sale Restriction, Mr. Lerner
notes, a disposition of any asset at the Whitewing LP level,
without the contractual consents, is arbitrarily precluded to the
extent that the Whitewing Asset is subject to a Sale Restriction,
irrespective of any business justification for that disposition,
and regardless of whether the disposition would be in the best
interests of Whitewing, Osprey, the Debtors, the Debtors'
creditors, or any of the other Enron Entities.

While the Committee believes that a sale of most of the Whitewing
Assets is feasible without this Court's Order waiving the Sale
Restrictions, with respect to the other Whitewing Assets, Mr.
Lerner points out that Whitewing LLC could only cause Whitewing
LP to effect their sale below a price that would make the Sale
Restrictions applicable through either:

    (i) an amendment to the Whitewing LLC Agreement, or

   (ii) a written waiver of the Sale Restrictions.

Each of Whitewing LLC's members -- Egret and Osprey -- would have
to execute an amendment of the Whitewing LLC Agreement.  Certain
other non-Enron entities may also have to execute waivers of the
LP Consents.  Whitewing LLC's members and the applicable non-
Enron entities have not executed any amendment or waiver.
Therefore, absent this Court's Order waiving any Sale
Restrictions, Enron is reluctant to cause the sale of the
Whitewing Assets.

Egret acts at the direction of Enron, and Enron could cause Egret
to elect to waive or amend certain of the Sale Restrictions.
However, Mr. Lerner states, Osprey generally acts at the
direction of the Osprey Certificate Holders who hold a majority
of the outstanding principal amount of the Osprey Certificates.
Under the Indenture, Osprey covenanted, among other things, that
it would not agree or consent to any amendment, modification, or
waiver of any provision of the Whitewing LLC Agreement without
the consent of United States Trust Company of New York, the
Indenture Trustee.  The Indenture provides that the Indenture
Trustee is authorized to act:

    (i) at the written direction of Osprey Noteholders holding,
        collectively, at least a majority of the aggregate
        outstanding principal amount of the Osprey Notes, or

   (ii) if it receives a legal opinion to the effect that an
        amendment will not materially, adversely affect the
        Osprey Noteholders.

Furthermore, the Indenture does not permit the Whitewing LLC
Agreement to be amended unless the Indenture Trustee receives a
legal opinion to the effect that such amendment will not result
in the lien created by the Indenture being materially, adversely
affected.

Since the inception of this case, Enron has either not attempted
or has been unable to secure the consents, opinions, and approvals
that are necessary in order to remove the Sale Restrictions.  On
information and belief, upon waiver of the Sale Restrictions, no
other restrictions would need to be waived or revised to enable
Enron to sell the Whitewing Assets at their current market values.

Mr. Lerner fears that if the Court does not grant the Committee's
request, the Debtors and the Enron Entities will not liquidate
certain assets -- whose market value is dissipating with the
passage of time -- that could increase the cash value of the
Debtors' estates by hundred of millions of dollars.  Moreover,
Mr. Lerner asserts, the waiver of the Sale Restrictions will
conserve the Debtors' resources as:

    -- Enron will not have to expend resources in the management
       and administration of the Whitewing Structure; and

    -- the Debtors will be able to avoid the necessity of
       litigating the applicability of the Sale Restrictions to
       each of the assets in the Whitewing Structure;

In order to preserve the rights and remedies of the Debtors, the
Committee, Osprey and all other parties-in-interests, the
Committee proposes that all proceeds from the sale of Whitewing
Assets be placed in escrow, net of transaction costs incurred in
the sales, including but not limited to fees and expenses incurred
by appraisers, brokers, attorneys and investment advisors.
Pending this Court's determination on the appropriate distribution
of the net sale proceeds, the Committee further proposes that the
net proceeds from the Whitewing Asset sale be escrowed in
accordance with escrow agreements, the principal terms of which
will provide for the proceeds to be paid by the buyers to an
escrow agent who will be instructed to deduct and pay from the
proceeds the applicable Transaction Costs with respect to each
sale.  The net proceeds will be deposited into an escrow account
with the escrow agent until this Court enters an order directing
the distribution of the sale proceeds.  The escrow agent will
disburse the net sale proceeds only in accordance with the terms
of the Court's final order directing disbursement. (Enron
Bankruptcy News, Issue No. 70; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


FLEMING: SEC Allows NYSE Application to Delist Fleming Equity
-------------------------------------------------------------
The Securities and Exchange Commission approved the New York
Stock Exchange's application to strike from listing and
registration Fleming Companies' common stock, $2.50 par value,
effective at the opening of business on May 15, 2003.

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

In its opinion, the NYSE believes that the Fleming Security is no
longer suitable for continued listing and trading.  The NYSE noted
that the Security traded down to $0.50 on March 31, 2003. Fleming
filed a bankruptcy petition the next day.

The NYSE immediately suspended the Fleming Security from trading
on April 1 and proceeded to file the delisting application.  The
Exchange also notified Fleming of the delisting that same day.
Fleming did not file a request for review of the determination to
delist its Security within the required time period.

Pursuant to Section 12(d) of the Securities Exchange Act of 1934,
any security registered on a national securities exchange may be
withdrawn or stricken from listing and registration in accordance
with the rules of the exchange and on the exchange's application
with the SEC.

NYSE Rule 499 states that securities admitted to the list may be
suspended from dealings or removed from the list at any time.
Under Section 802.01D of the NYSE's Listed Company Manual, the
Exchange would normally give considerations to delisting the
security of a company when an intent to file under any of the
sections of the bankruptcy law has been announced or a filing has
been made or liquidation has been authorized and the company is
committed to proceed.

Fleming shares are now trading in the over the counter markets --
see http://www.pinksheets.com-- under the FLMIQ ticker symbol.
(Fleming Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


FRUIT OF THE LOOM: Resolves American Casualty Claims Dispute
------------------------------------------------------------
In Fruit of the Loom's First Schedule of Assets and Liabilities
and Summary of Financial Affairs, American Casualty is listed
holding a secured claim for $1,200,000 based on surety Bond No.
991201006 for contingent liability to Customs, which has been
designated Claim No. 53885.  Pro Player listed American Casualty
holding a secured claim for $1,000,000 based on surety Bond No.
990623006 for contingent liability to Customs, which has been
designated as Claim No. 53894.  Finally, Union Underwear listed
American Casualty's Claim at $9,200,000 based on surety Bond No.
990623008 for contingent liability to Customs, which has been
designated as Claim No. 53893.  The money set forth in the Bonds
is the maximum liability that would accrue to American Casualty
if Fruit of the Loom failed to pay its obligations and American
Casualty was called in to pay.  One of the Bonds is collateralized
by a letter of credit issued to American Casualty for $2,850,000.

On May 30, 2002, the United States Customs Service filed three
Proofs of Claim asserting liquidated damages and
unliquidated/contingent duties, fees and other charges.  The U.S.
Customs Service further asserted that each Claim was entitled to
priority as an administrative expense.  Specifically, Customs
filed:

   a) Claim No. 8991 for $7,602 in liquidated damages;

   b) Claim No. 8992 for $2,472,440 in liquidated damages and
      unliquidated/contingent duties, fees and other charges
      in an amount to be determined; and

   c) Claim No. 8993 for $2,472,440 in liquidated damages and
      unliquidated/contingent duties, fees, and other charges
      in an amount to be determined.

American Casualty Company, based in Reading, Pennsylvania, is the
surety for Fruit of the Loom's customs obligations.  American
Casualty agreed to pay any liability that might arise from Fruit
of the Loom's failure to pay its customs duties when liquidated.

On April 29, 2002, the Trust asked the Court to reclassify the
American Casualty Claims as general unsecured claims.  Later, the
Trust ask the Court to expunge Claim No. 8993 as duplicative of
Claim No. 8992.  On August 30, 2002, the Trust asked Judge Walsh
to expunge the remaining Claims as having been assumed by
Reorganized Fruit of the Loom.  On April 22, 2003, the Trust
further asked the Court to estimate the remaining Claims at $0 and
disallow them because they are not entitled to administrative
status.  Accordingly, Judge Walsh granted the Trust's request and
expunged the Customs Claims.

The Parties agree that the American Casualty Claims will be
reclassified as Class 4A Claims.  Fruit of the Loom assumes any
postpetition obligations, which are the basis for American
Casualty Claims Nos. 53885 and 53893, arising from the Union
Underwear Bond and the Fruit of the Loom Bonds, each in an amount
to be determined. (Fruit of the Loom Bankruptcy News, Issue No.
66; Bankruptcy Creditors' Service, Inc., 609/392-0900)


GENESCO INC: S&P Assigns B Rating to $75 Million Sub. Debentures
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' subordinated
debt rating to Genesco Inc.'s $75 million 4.125% convertible
subordinated debentures due 2023. Genesco plans to use the net
proceeds from the offering, combined with additional cash on hand,
to redeem all of the outstanding $103.2 million 5.5% convertible
subordinated notes due 2005. Standard & Poor's also affirmed its
'BB-' corporate credit rating on the specialty footwear retailer
and wholesaler. The outlook is stable. Pro forma for the
transaction, Genesco will have about $75 million in debt
outstanding.

"The speculative-grade ratings on Genesco Inc. reflect high
business risk stemming from its participation in the competitive
footwear retailing industry, aggressive growth strategy, and high
debt leverage," said Standard & Poor's credit analyst Ana Lai.
"These risks are partially offset by Genesco's good operating and
financial performance in recent years," the analyst continued.

Competition in the footwear retailing industry is intense.
Genesco's retail operation, which accounts for over 80% of total
revenues, faces numerous competitors, including department stores,
discount stores, other specialty chains, and small independents.
Competition at wholesale is equally high, with hundreds of
participants ranging from small, specialized manufacturers to
large, diversified companies. Nevertheless, Genesco has managed to
increase sales and operating income at a healthy pace over the
past few years, mainly because of the good performance of its
Journeys concept. Recent sales trends at Journeys have softened,
however, with same-store sales declining 3% in the first quarter
of 2003 due to weak mall traffic and unfavorable weather.

Genesco has aggressively expanded the Journeys concept, increasing
its store base to 631 as of May 31, 2003, from 258 at the end of
fiscal 1999. The Journeys concept currently accounts for over 50%
of consolidated sales and 49% of operating income (before
corporate allocations). Although Genesco is slowing growth plans
for this concept, the expansion continues to be significant and is
an important rating concern. Standard & Poor's Ratings Services
considers the Journeys concept to have a higher-than-average
business risk for a footwear retailer because it caters primarily
to teenagers, a notoriously fickle segment of the population.

Genesco's operating performance weakened in the first quarter of
2003 due to worse than expected performance at Journeys and
Johnston & Murphy. Consolidated same-store sales declined 3% in
first-quarter 2003 following mostly positive sales in 2002.
Operating margins contracted to 16.2% for the 12 months ended May
3, 2003, from 17.2% a year ago due to weaker sales and increased
promotions. Weak sales trends are expected to continue in the
second quarter as a result of increased promotions to clear excess
seasonal inventory. Moreover, the footwear retail environment
remains highly promotional. As such, operating margins are
expected to remain under pressure over the next few quarters.

Despite the current challenging retail environment, Genesco's
operating performance is expected to be adequate, supporting its
credit protection measures. The company's high business risk
limits upgrade potential.


GENTEK: Asks Court to Approve Miscellaneous Asset Sale Protocol
---------------------------------------------------------------
Prior to the Petition Date, GenTek Inc., and its debtor-affiliates
regularly disposed of surplus miscellaneous assets that were no
longer needed or wanted.  The Miscellaneous Assets consist
primarily of personal property previously used in the operation of
the Debtors' businesses, including surplus process and maintenance
equipment, office furniture, supplies, computers, warehouse
materials and equipment, other excess or obsolete inventory,
miscellaneous small machinery and other similar items.

In the context of their restructuring, the Debtors believe that
non-ordinary course dispositions of Miscellaneous Assets may be
necessary or desirable during the course of their Chapter 11
cases to complete their restructuring initiatives.  However, the
Debtors believe that it will be impractical, and will result in
unnecessary delay and costs, to seek the Court's approval of each
particular Miscellaneous Asset Sale.

Accordingly, at the Debtors' request, the Court established
uniform procedures for prospective sales of certain miscellaneous
assets or unused assets.

Miscellaneous Asset Sales will be structured pursuant to these
steps:

(1) Level 1 Sales

With respect to any single or group of Miscellaneous Assets with
a sale price of less than or equal to $125,000, the Debtors will
accept and consummate any reasonable offer.  The Debtors will
provide notice of all Level 1 Sales to the Creditors' Committee,
the counsel to the secured lenders' agent, the U.S. Trustee, and
any interested entity not later than the 10th business day after
the date on which any of the sales are actually consummated.

(2) Level 2 Sales

With respect to any single or group of Miscellaneous Assets with
a sale price greater than $125,000 but less than or equal to
$1,000,000:

   -- As soon as practicable after the Debtors' negotiation of a
      definitive agreement for a Level 2 Sale, the Debtors will
      provide the Notice Parties, and other parties who filed
      requests for notices, with a written description of the
      sale.  This Sale Summary will identify or describe the:

        (i) purchaser,
       (ii) description of the assets to be sold,
      (iii) the purchase price, and
       (iv) the book value of the Asset.

   -- The Level 2 Notice Parties will be permitted 10 business
      days from the date of the Debtors' submission to review
      the Sale Summary.  If all Notice Parties (i) affirmatively
      assent to the Sale pursuant to the terms and conditions
      described in the Sale Summary, or (ii) fail to notify the
      Debtors in writing of their objection to the Sale before
      the expiration of the review period, the Debtors will be
      authorized to consummate the Sale without notice and a
      hearing or entry of a Court order.  The notice of objection
      will only be served on the Debtors and will not be filed
      with the Court.

   -- If a Level 2 Notice Party timely objects to the Sale
      described in a Sale Summary, but withdraws for any reason
      its objection to the Sale, the Debtors will be authorized
      to consummate the sale without notice, hearing or order
      from the Court.

   -- If a Level 2 Notice Party timely objects to the Sale
      described in the Sale Summary and does not withdraw the
      objection, the Debtors will have the option of:

        (i) foregoing the consummation of the Sale;

       (ii) modifying the terms of the Sale in a way that results
            to the withdrawal of the objection; or

      (iii) upon notice and a hearing, seeking an order from the
            Court authorizing them to consummate the Sale over
            the objection.

      In the event that the Debtors opt to seek a Court order,
      any objecting party will be permitted to file papers in
      support of its objection with the Court.

All Miscellaneous Asset Sales the Debtors consummate will be made
free and clear of any liens, claims, interests or encumbrances of
any entity in the Miscellaneous Assets. (GenTek Bankruptcy News,
Issue No. 15; Bankruptcy Creditors' Service, Inc., 609/392-0900)


GENUITY INC: Wants Clearance for GTE/Telus Settlement Agreement
---------------------------------------------------------------
Genuity Inc., and its debtor-affiliates ask Judge Beatty to
approve a release and settlement agreement dated May 2, 2003
between the Debtors, GTE Corporation, TELUS Corporation, Level 3
Communications, Inc., Level 3 Communications, LLC and Genuity
Managed Services, LLC.

Don S. DeAmicis, Esq., at Ropes & Gray, in Boston, Massachusetts,
reminds the Court that the Debtors' Asset Purchase Agreement with
Level 3 obliged the Debtors to make available for assumption and
assignment to Level 3 all its executory contracts, including:

    -- a certain Brand, Technology and Co-Marketing Agreement
       dated June 30, 2000, between TELUS Corporation and Genuity
       Inc., and

    -- a certain letter agreement between GTE Corporation and
       Genuity Solutions Inc. dated November 3, 2000.

Any failure by the Debtors to assume and assign an executory
contract at Level 3's instruction subjects the Debtors to
potential liability for damages under the Asset Purchase
Agreement.

Mr. DeAmicis relates that GTE Corporation and Contel Federal
Systems, Inc. advised the Debtors that they had sold all of the
Class A common shares of Genuity Inc. held by each of them on
December 18, 2002.  GTE alleges that the Divestment resulted in
the termination of the GTE Agreement by its terms on December 18,
2002, an allegation that Genuity disputes.  GTE has satisfied all
its obligations to the Debtors under the GTE Agreement through
December 31, 2002.

By its terms, the TELUS Agreement terminates on the date that the
GTE Agreement terminates.  Thus, the alleged termination of the
GTE Agreement on December 18, 2002 would entail the simultaneous
termination of the TELUS Agreement.

On January 15, 2003, TELUS objected to the Level 3 Sale on the
grounds, among others, that the TELUS Agreement is a contract for
personal services that could not be assumed and assigned to Level
3 without TELUS' consent.  By a stipulation and order dated
January 24, 2003, TELUS provisionally withdrew the Objection
until TELUS received notice of the Debtors' intention to reject
or to assume and assign the TELUS Agreement to Level 3, at which
time TELUS retained the right to reassert the Objection with
respect to the TELUS Agreement.

On January 24, 2003, Mr. DeAmicis recounts that the Court
approved the Asset Purchase Agreement.  The Sale to Level 3
closed on February 4, 2003.  Among other things, the Sale Order
and the Asset Purchase Agreement provide that, up until the date
that is three months after the Closing, Level 3 would have the
right to instruct the Debtors to assume and assign Service
Agreements and Undesignated Agreements or to inform the Debtors
of the date on which Undesignated Agreements might be rejected.
Pursuant to the Transition Services Agreement dated February 4,
2003 between the Debtors and Level 3, the Debtors have provided
and continue to provide the benefits of the Undesignated
Agreements to Level 3 on a pass-through basis in exchange for
certain contract administration services and the payment by Level
3 of the costs of maintaining the Undesignated Agreements.

With the purpose of resolving and settling the dispute between
the Debtors and GTE over the GTE Agreement, forestalling the
reassertion of TELUS' Objection to the Sale Motion after the
Election Date, and resolving and settling any potential claims
for damages under the Asset Purchase Agreement and the Transition
Services Agreement, the Debtors entered into the Settlement
Agreement on May 2, 2003.  As a result of the Settlement
Agreement, Level 3, GTE and TELUS were able to reach separate
agreements among themselves that provide for the continuance of
the GTE Agreement and the TELUS Agreement with Level 3
Communications, LLC substituted in all respects for Genuity.

On May 4, 2003, Mr. DeAmicis relates that Level 3 instructed
Genuity to assume and assign the GTE Agreement and the TELUS
Agreement to Level 3 Communications, LLC.  This instruction and
the subsequent Notice of Assumption and Assignment of Contracts
issued by Genuity pursuant to this instruction were provided
simply as a precautionary measure and will be rescinded and of no
force or effect on the effective date of the Settlement
Agreement.

The salient terms of the Settlement Agreement are:

    A. On the Effective Date, the GTE Agreement and the TELUS
       Agreement will be deemed terminated as of the Closing and
       any notices with respect to the assumption of the GTE
       Agreement and the TELUS Agreement under the Asset Purchase
       Agreement or the Sale Order will be rescinded and of no
       force or effect;

    B. As of the Effective Date, Genuity releases GTE, Level 3 and
       TELUS and each of their Affiliates from all Claims in any
       way arising under the GTE Agreement or the TELUS Agreement.
       Furthermore, with respect to Level 3, Genuity releases
       Level 3 from any and all Claims arising under the GTE
       Agreement or the TELUS Agreement that arise under or relate
       to the Asset Purchase Agreement and the Transition Services
       Agreement;

    C. As of the Effective Date, Level 3 releases Genuity and its
       Affiliates from any and all Claims arising under or
       relating to the GTE Agreement and the TELUS Agreement,
       including any claims for damages for breach of the Asset
       Purchase Agreement or the Transition Services Agreement;

    D. As of the Effective Date, TELUS releases Genuity and its
       Affiliates from any and all Claims arising under the TELUS
       Agreement and the GTE Agreement and further irrevocably
       withdraws its Objection to the Sale Motion, with its rights
       to object on certain limited grounds preserved with respect
       to any agreements between TELUS and the Debtors other than
       the TELUS Agreement;

    E. As of the Effective Date, GTE releases Genuity and its
       Affiliates from all Claims arising under or relating to the
       GTE Agreement or the TELUS Agreement;

    F. GTE will pay Genuity Solutions, without set-off, $931,500,
       which GTE and Genuity agree is an amount equal to the
       amount Genuity would otherwise have been entitled to
       receive from GTE under the terms of the GTE Agreement
       between January 1, 2003 and the Closing; and

    G. In the event the Settlement Agreement expires, GTE will
       have the right to object to any Assumption Notice with
       respect to the GTE Agreement within five business days of
       the Expiration Date and TELUS will have the right to object
       to any Assumption Notice with respect to the TELUS
       Agreement within five business days of the Expiration Date.

The Settlement Agreement offers a reasonable compromise of the
dispute between the Debtors and GTE over the alleged termination
of the GTE Agreement, providing the Debtors with an additional
payment that they may not otherwise have received.

Mr. DeAmicis points out that the Settlement Agreement also
resolves the ancillary question of the termination of the TELUS
Agreement, and fully and finally resolves TELUS' Objection to the
Level 3 Sale as it relates to the TELUS Agreement.  In addition,
the Settlement Agreement relieves the Debtors of any potential
liability resulting from possible breaches of the Asset Purchase
Agreement and the Transition Services Agreement in connection
with the GTE Agreement and the TELUS Agreement.  The Debtors
submit that the releases granted to non-debtor parties in the
Settlement Agreement is a fair consideration for the reciprocal
releases and the payment from GTE.  The parties executed the
Settlement Agreement after extensive good-faith negotiations in
efforts to resolve all matters without litigation and to
accomplish the transfer of certain agreements to Level 3.
Mr. DeAmicis believes that that litigation of these matters would
likely be complex and expensive, and take a significant amount of
time to resolve.  Accordingly, the Debtors believe that the costs
that would be incurred in litigating these matters could exceed
the benefit, if any, that may be realized as a result of
litigation.  In contrast, approval of the Settlement Agreement,
which represents the parties' consensual resolution of all issues
relating to the GTE Agreement and the TELUS Agreement, will
enable the Debtors to avoid litigation for the benefit of their
bankruptcy estates. (Genuity Bankruptcy News, Issue No. 13;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


GERDAU AMERISTEEL: Prices 10-3/8% Senior Unsecured Notes
--------------------------------------------------------
Gerdau Ameristeel Corporation (TSX:GNA.TO) has priced a private
offering of $405 million of 10-3/8% Senior Unsecured Notes due
2011. The Company has also entered into a senior secured credit
facility providing commitments of $350 million. The closing of the
offering and the initial draw-down under the senior secured credit
facility are expected to take place on June 27, 2003. Gerdau
Ameristeel will use the proceeds of the offering of Senior Notes
and the initial draw-down under the senior secured credit facility
to repay debt under its existing credit facilities.

The refinancing will significantly extend the Company's debt
maturities and provide a more permanent capital base. In addition,
the refinancing will benefit the Company's liquidity and operating
flexibility, and allow the full and seamless integration of the
companies that were merged on October 25, 2002 to form Gerdau
Ameristeel. The Senior Notes have not been and will not be
registered under the U.S. Securities Act of 1933 and may not be
offered or sold in the United States absent such registration or
an applicable exemption from registration requirements. The
issuance will be offered to qualified institutional buyers in
reliance on Rule 144A under the Securities Act and outside the
United States in compliance with Regulation S under the Securities
Act.

Gerdau Ameristeel is the second largest minimill steel producer in
North America with annual manufacturing capacity of over 6.8
million tons of mill finished steel products. Through its
vertically integrated network of 11 minimills (including one 50%-
owned minimill), 13 scrap recycling facilities and 26 downstream
operations, Gerdau Ameristeel primarily serves customers in the
eastern half of North America. The company's products are
generally sold to steel service centers, fabricators, or directly
to original equipment manufacturers for use in a variety of
industries, including construction, automotive, mining and
equipment manufacturing. Gerdau Ameristeel's common shares are
traded on the Toronto Stock Exchange under the symbol GNA.TO

                          *   *   *

As previously reported, Standard & Poor's Ratings Services
assigned its 'BB' bank loan rating to Gerdau Ameristeel Corp.'s
proposed $350 million senior secured revolving bank credit
facility due 2008. Standard & Poor's also assigned its 'B+' rating
to the company's proposed $400 million senior unsecured notes due
2011.

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


GLOBAL CROSSING: Settles Claims Dispute with SAP America
--------------------------------------------------------
Michael F. Walsh, Esq., at Weil Gotshal & Manges LLP, in New
York, recounts that on October 8, 1998, the Global Crossing
Debtors entered into a Software End-User License Agreement with
SAP America, Inc., an enterprise software provider that maintains
and licenses certain proprietary software.  Pursuant to the
Agreement, SAP licensed to the GX Debtors and certain of its
affiliates the right to use certain SAP software.  The GX Debtors
use the Software to, among other things, track the location of
funds in their cash management system, categorize data regarding
investments, organize information relating to sales and
distribution of the Debtors' products and services, produce
financial statements, monitor purchasing of products and
services, conduct billing transactions, and pay employees.  All
of the GX Debtors' critical records are maintained and accessed
through the Software.  Essentially, the Software is the basis for
the GX Debtors' information reserve.  As a result, continued
access to the Software is integral to the GX Debtors' efficient
operations on a going forward basis.  Pursuant to the Agreement,
SAP also provides maintenance services in connection with the
Software and the Licenses costing $1,500,000 per year.

As of December 31, 2002, the GX Debtors owe SAP under the
Agreement $2,466,663.01, including $1,057,314.13 in prepetition
and $1,409,348.88 in postpetition arrearages.

Mr. Walsh relates that the downturn in the telecommunications
sector, the Debtors' restructuring, and the resultant decrease in
their workforce, have reduced the number of Licenses required by
the Debtors.  In late 2002, the Debtors and SAP started
discussions to restructure the Agreement to reflect the current
and anticipated future requirements.  Following extensive arm's-
length negotiations, the Parties executed a settlement agreement.
Pursuant to the Settlement Agreement, the Debtors will:

      (i) assume the Agreement pursuant to Section 365 of the
          Bankruptcy Code;

     (ii) reduce the cure amount otherwise due under the Agreement
          by $1,500,000;

    (iii) eliminate certain of the Debtors' outstanding
          obligations to SAP; and

     (iv) negotiate in good faith with SAP to reduce maintenance
          costs associated with the Licenses for the year 2003.

The salient terms of the Settlement Agreement are:

    A. Parties: GX and all of its subsidiaries and affiliates,
       excluding Asia Global Crossing Ltd. and its direct and
       indirect subsidiaries and SAP and all of its direct and
       indirect subsidiaries and other affiliates.

    B. Payment to SAP: The Debtors will pay to SAP $950,000, which
       will be inclusive of and in full and final settlement of
       all amounts due and owing as of December 31, 2002, except
       for any claims resulting from any breach by the GX Entities
       involving the unauthorized use or disclosure of Proprietary
       Information.  To the extent the Total Cash Consideration is
       not paid when the amount is due, SAP will have an allowed
       administrative expense claim against the Debtors for the
       deficiency.

    C. Maintenance Fees: Promptly after the execution of the
       Settlement Agreement, the parties agree to negotiate in
       good faith to reduce the maintenance fees paid by the GX
       Entities under the Agreement.

    D. Warranty of Work, Services or Material Provided by SAP: SAP
       covenants that any work, services or material will be
       promptly and adequately provided in accordance with the
       terms of the Agreement or, in the absence of these terms,
       customary industry practices.

    E. Assumption of the Agreement: The Debtors will assume the
       Agreement, as amended by the Settlement Agreement,
       effective after the occurrence of the effective date of a
       plan of reorganization for substantially all of the Debtors
       that preserves or transfers substantially all of the core
       network on a going concern basis.

    F. Assignment of the Agreement: The GX Entities will be
       permitted to assign the Agreement, subject to the terms and
       conditions of the Agreement, pursuant to a confirmed Plan
       or other Court order, to the Investor or any entity
       created in connection with the transactions contemplated by
       the Purchase Agreement, provided that the assignment is
       solely for the purpose of providing continued use of the
       Software to operate the GX Entities' business.

    G. Releases: Both parties agree to mutual releases providing
       that the parties and their officers, employees,
       shareholders, agents, representatives, attorneys,
       successors and assigns are discharged and released from any
       and all claims, demands, obligations, causes of action,
       rights or damages, through and including December 31, 2002,
       other than claims arising under the warranties contained in
       the Agreement, claims for unauthorized use or disclosure of
       Proprietary Information, and claims relating to obligations
       expressly preserved in the Settlement Agreement.

By this motion, the Debtors ask the Court to approve the
Settlement Agreement, and authorize the assumption of the License
Agreement.

Mr. Walsh insists that the Settlement Agreement is fair and
equitable because under the Settlement Agreement, the Debtors,
among other things:

      (i) maintain the right to continued use of the Software;

     (ii) obtain a substantial reduction in cure costs compared to
          the amounts actually due to SAP under the original
          Agreement;

    (iii) obtain a release from any and all claims by SAP against
          the Debtors in connection with the Agreement which SAP
          may now have or have ever had through and including
          December 31, 2002;

     (iv) will participate in good faith negotiations to reduce
          the maintenance fees paid by the Debtors for certain
          Licenses under the Agreement so as to more accurately
          reflect the Debtors' current business needs; and

      (v) receive the benefits of a cooperative relationship with
          SAP on a going forward basis.

By assuming the License Agreement through the Settlement
Agreement, the Debtors, with the payment of negotiated cure
costs:

      (i) obtain the benefit of additional future services at a
          cost commensurate with services required; and

     (ii) maintain a stabilized and beneficial relationship with
          SAP on a going forward basis in the event additional
          Licenses will be needed in the future.

Given the extensive nature of the Parties' business relationships
and the complexity of their contractual transactions, any
litigation arising from the outstanding payments due and owing
under the Agreement would likely be time-consuming and costly.
In addition, extensive litigation would divert the attention of
the Debtors' management and personnel from their efforts to
implement the Plan and focus on Global Crossing's future.

Mr. Walsh notes that one element of the Settlement Agreement is
the Debtors' continued payment of maintenance fees, which are
calculated based on the number of Licenses maintained by the
Debtors.  Due to the significant downsizing of the Debtors'
workforce and the resulting decrease in the number of Licenses
required to operate their business, assumption of the Agreement
will result in ongoing obligations to pay maintenance fees for
more Licenses than the Debtors currently require.  Pursuant to
the Settlement Agreement, the Debtors will have the opportunity
to work with SAP to negotiate in good faith for reduced
maintenance fees to more accurately reflect the current needs of
their employees.  Considering the benefit to the estates accruing
from the assumption and the reduction in cost to the Debtors
through the negotiated cure amounts, as well as the potential to
reduce maintenance obligations on a going forward basis, the
Debtors have determined, in their business judgment, to assume
the Agreement.

Mr. Walsh asserts that the Licenses are vital components of the
Debtors' business.  Moreover, if the Debtors do not assume the
contract, they may be obligated to pay administrative expenses
totaling $1,409,348.88 for postpetition products and services,
which in itself far exceeds the agreed $950,000 cure amount.
Failure to assume the contract would force the Debtors to
terminate the SAP system and to look elsewhere for the provision
of similar products and services, a conversion that would be at
best difficult, uncertain, and extremely costly. (Global Crossing
Bankruptcy News, Issue No. 42; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


HEARTLAND SECURITIES: Court Fixes June 30, 2003 Claims Bar Date
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has established June 30, 2003, as the deadline for creditors of
Heartland Securities Corp., except for governmental claim holders,
to file their proofs of claim against the Debtor or be forever
barred from asserting their claims.

To be timely, Proofs of Claim must be received by the Clerk of the
Bankruptcy Court on or before 5:00 p.m. Eastern Time on June 30.
On the other hand, Governmental Claims are due on Sept. 22, 2003.

Claims need not be filed at this time if they are on account of:

        1. Claims already properly filed with the Clerk of the
           Bankruptcy Court;

        2. Claims not listed as contingent, unliquidated or
           disputed;

        3. Claims previously allowed by Order of the Court;

        4. Claims already paid in full by the Debtor;

        5. Claims for which a specific deadline has been set by
           the Court; and

        6. Claims for the Debtor's administrative expenses.

Heartland Securities Corp., a provider of securities brokerage
services for professional day traders, filed for chapter 11
protection on March 26, 2003 (Bankr. S.D.N.Y. Case No. 03-
11817). Thomas R. Califano, Esq., at Piper Marbury Rudnick &
Wolfe LLP, represents the Debtor in its restructuring
efforts. When the Company filed for protection from its creditors,
it listed $13,386,000 in total assets and $25,833,000 in total
debts.


HORIZON NATURAL: Princess Beverly Coal Mine is Closing
------------------------------------------------------
Princess Beverly Coal Company, a subsidiary of Horizon Natural
Resources (Nasdaq: HZONQ.pk), announced that the Princess Beverly
mine located in Kanawha and Raleigh Counties, West Virginia, will
close by the end of August 2003, because reserves remaining at the
site are very limited.

Slightly over 80 employees work at the Princess Beverly mine.
Residual work on equipment removal and reclamation will continue
for a few employees as the company reclaims the property. Layoffs
will begin August 21, 2003. Notice was given today in accordance
with the Worker Adjustment and Retraining Notification Act of
1988.

"Closing a mine is always difficult, because the decision affects
our employees, their families and the surrounding communities,"
said Horizon's acting chief executive officer and chief
restructuring officer, Scott M. Tepper. "The Princess Beverly mine
has been a fine operation, but limited coal reserves make it
economically unfeasible to continue operations there."

Tepper also noted, "Affected employees will receive benefits as
outlined by our contracts, including medical coverage, educational
assistance and re-training for additional employment. We will be
working with the State of West Virginia regarding outplacement
assistance for affected employees."

The Princess Beverly mine produced 1.5 million tons of coal in
2001 and 0.7 million tons of coal in 2002. Through May of 2003,
the mine produced 0.6 million tons of coal.

Horizon Natural Resources Company (formerly known as AEI Resources
Holding, Inc.) conducts mining operations in five states with
about 35 underground mines:

-- Central Appalachian operations include all of the company's
   mining operations in southern West Virginia and Kentucky,
   currently totaling 30 surface and underground mines.

-- Western operations include mining in Colorado, Illinois and
   Indiana, currently totaling five surface and underground mines.

Horizon Natural Resources (formerly AEI Resources), one of the
US's largest producers of steam (bituminous) coal filed for
chapter 11 protection on November 13, 2002.  This the Debtors'
second chapter 11 filing.  Ronald E. Gold, Esq., at Frost Brown
Todd LLC represents that Debtors in their restructuring efforts.
When the Company filed for protection from its creditors, it
listed estimated debts and assets of over $100 million.


IDEC PHARMACEUTICALS: S&P Places BB Ratings on Watch Positive
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' corporate
credit and senior unsecured debt ratings on IDEC Pharmaceuticals
Corp., on CreditWatch with positive implications, following the
company's announcement that it is planning to acquire another
biopharmaceutical company, Biogen Inc. (unrated), in an all equity
transaction valued at more than $6.6 billion.

The acquisition would enable San Diego, Calif.-based IDEC to
significantly diversify its product revenues and research
pipeline. IDEC specializes in the development of monoclonal
antibody-based (Mab) cancer treatments. Its Rituxan treatment for
B-cell non-Hodgkin's lymphoma was the first Mab approved by the
FDA as a cancer treatment. IDEC collects royalties on the sale of
the drug from co-promotion partner Genentech. Rituxan generated
2002 sales of more than $1.4 billion, which translated into nearly
$370 million of royalties for IDEC (or 92% of the company's
annual revenues).

Cambridge, Massachusetts-based Biogen specializes in the treatment
of autoimmune diseases. Avonex, its treatment for multiple
sclerosis, generated $1.1 billion of sales and had an
approximately 50% market share in 2002. The company recently
launched Amevive, a treatment for moderate-to-severe chronic
plaque psoriasis.

"Following the transaction, IDEC would retain financial capacity
to fund new drug development and further acquisitions," said
Standard & Poor's credit analyst Arthur Wong.

As of March 31, 2003, IDEC had $860 million in cash and short-term
investments, as well as $622 million in long-term investments. The
company has no significant near-term debt maturities. Meanwhile,
Biogen is cash flow positive and has very limited debt. As of
March 31, 2003, Biogen had $812 million of cash and short-term
investments.

The acquisition is expected to close in the late second half of
2003. Standard & Poor's will discuss IDEC's business strategy with
the management and await completion of the transaction before
taking action, possibly raising the ratings to investment grade.


IMC GLOBAL: Preparing $125 Million Preferred Stock Offering
-----------------------------------------------------------
IMC Global Inc. (NYSE: IGL) intends to publicly offer $125 million
of Mandatory Convertible Preferred Shares (2.5 million shares with
liquidation preference $50 per share). The Company also will grant
the underwriters an over-allotment option to purchase up to an
additional 250,000 preferred shares. The Mandatory Convertible
Preferred Shares will be issued pursuant to IMC Global's shelf
registration. JPMorgan is serving as sole book-running manager for
the offering.

Proceeds from the offering will be used for general corporate
purposes, including funding working capital, possible debt
reduction and transaction costs.

Separately, IMC Global commenced Monday tender offers for a
portion of its 6.55% Notes and 7.625% Senior Notes due in January
and November 2005, respectively. The Company said it plans to fund
this repayment with the proceeds of a new debt financing.

With 2002 revenues of $2.1 billion, IMC Global is the world's
largest producer and marketer of concentrated phosphates and
potash crop nutrients for the agricultural industry and a leading
global provider of feed ingredients for the animal nutrition
industry.

Copies of the prospectus and prospectus supplement related to the
public offering may be obtained from J.P. Morgan Securities Inc.,
Prospectus Department, One Chase Manhattan Plaza, New York, NY
10081 (Telephone Number 212-552-5121).

                           *   *   *

As previously reported, Fitch Ratings assigned a 'BB' rating to
IMC Global Inc.'s new 11.25% senior unsecured notes due June 1,
2011. Fitch also affirmed the 'BB+' rating on the senior secured
credit facility, the 'BB' rating on the existing senior
unsecured notes with subsidiary guarantees and the 'B+' rating
on the senior unsecured notes with no subsidiary guarantees. The
Rating Outlook has been changed to Negative from Stable.


IMC GLOBAL: Commences Tender Offers for 6.55% and 7.625% Notes
--------------------------------------------------------------
IMC Global Inc. (NYSE: IGL) commenced tender offers to purchase
for cash up to $100 million aggregate principal amount of its
6.55% Notes due 2005 and up to $200 million aggregate principal
amount of its 7.625% Senior Notes due 2005.  The total maximum
consideration for the 6.55% Notes is an amount, payable in cash,
equal to 104.0% of the principal amount of the 6.55% Notes, which
includes a premium of 2.0% payable to each holder who properly
tenders 6.55% Notes prior to 12:00 midnight, New York City time,
on Tuesday, July 8, 2003.  The total maximum consideration for the
7.625% Notes is an amount, payable in cash, equal to 106.5% of the
principal amount of the 7.625% Notes, which includes a premium
of 2.0% payable to each holder who properly tenders 7.625% Notes
prior to 12:00 midnight, New York City time, on the Early Tender
Date.

The offers will expire at 5:00 p.m., New York City time, on
Tuesday, July 22, 2003, unless extended or earlier terminated, in
either case, by the Company in its sole discretion.  The
consummation of the tender offers is subject to several
conditions, including the receipt of net proceeds from a debt
financing sufficient to pay for Notes accepted in the tender
offers. Notes tendered pursuant to the offers may not be withdrawn
unless the offer, with respect to such Notes, is terminated
without any Notes being purchased thereunder.

The offers are made upon the terms and subject to the conditions
set forth in the Offer to Purchase dated June 23, 2003.  Copies of
the Offer to Purchase can be obtained from Bondholder
Communications Group at (888) 385-BOND (888-385-2663), Attention:
Irene Miller.  Goldman, Sachs & Co. and J.P. Morgan Securities
Inc. are serving as the Dealer Managers for the offers.

Questions concerning the terms of the offers may be directed to
Goldman, Sachs & Co., Liability Management Group, toll free at
(800) 828-3182. Questions concerning procedures regarding the
offers may be directed to Bondholder Communications Group, toll
free at (888) 385-BOND (888-385-2663).

With 2002 revenues of $2.1 billion, IMC Global is the world's
largest producer and marketer of concentrated phosphates and
potash crop nutrients for the agricultural industry and a leading
global provider of feed ingredients for the animal nutrition
industry.

                           *   *   *

As previously reported, Fitch Ratings assigned a 'BB' rating to
IMC Global Inc.'s new 11.25% senior unsecured notes due June 1,
2011. Fitch also affirmed the 'BB+' rating on the senior secured
credit facility, the 'BB' rating on the existing senior
unsecured notes with subsidiary guarantees and the 'B+' rating
on the senior unsecured notes with no subsidiary guarantees. The
Rating Outlook has been changed to Negative from Stable.


IMCLONE SYSTEMS: December 31 Net Capital Deficit Widens to $185M
----------------------------------------------------------------
ImClone Systems Incorporated (NASDAQ: IMCLE) announced its
financial results for the fourth quarter and year ended
December 31, 2002. The Company also announced that it filed
amended 10-Q's for the first, second and third quarters of 2002.

As disclosed in its recently filed Annual Report on Form 10-K for
the year ended December 31, 2002, the Company restated its
consolidated financial statements for the first three quarters of
2002 and for the years ended December 31, 2001 and 2000 primarily
to recognize withholding tax liabilities and certain related
write-downs.

Total revenues for the year ended December 31, 2002 were $60.0
million compared with total revenues of $50.2 million for the year
ended December 31, 2001, as restated. Net loss to common
stockholders was $157.9 million for the year ended December 31,
2002, compared with a net loss to common stockholders of $127.6
million for the year ended December 31, 2001, as restated.

For the quarter ended December 31, 2002, the Company reported
total revenues of $14.9 million compared with total revenues of
$12.6 million for the fourth quarter of 2001, as restated. Net
loss to common stockholders was $39.4 million for the quarter
ended December 31, 2002, compared with a net loss to common
stockholders of $55.8 million for the quarter ended December 31,
2001, as restated.

The Company disclosed on March 31, 2003 that it estimated that the
liability to be reflected on the December 31, 2002 balance sheet
relating to the nonpayment of state and federal taxes by Samuel D.
Waksal, its former President and Chief Executive Officer, and the
Company's review of certain other options and warrants could be up
to $60.0 million. The Company also previously disclosed that the
amount to be ultimately charged against earnings would be at least
$23.3 million, an amount representing the withholding tax
liability attributable to Samuel D. Waksal. Both estimated amounts
were exclusive of penalties and interest that may be imposed.

The actual withholding tax liability reflected on the Company's
December 31, 2002 balance sheet is approximately $38.8 million.
The actual amounts charged against earnings were approximately
$3.4 million in 2002, $25.3 million in 2001 and $0 in 2000, for a
total of $28.7 million. All these amounts are exclusive of
penalties, interest and other related contingencies for which the
Company does not believe a loss is probable.

The consolidated financial statements for the three months ended
March 31, 2002 and 2001, the three and six months ended June 30,
2002 and 2001 and the three and nine months ended September 30,
2002 and 2001 have been restated to reflect the effect of the
restatements. The Company made these quarterly changes by filing
Form 10-Q/A reports with the SEC concurrently with its Form 10-K.

The Company had $247.7 million in cash, cash equivalents and
securities available for sale at December 31, 2002, compared with
$334.0 million at December 31, 2001.

The Company believes that its existing cash on hand, marketable
securities and amounts to which it is entitled under licenses and
other agreements should enable it to maintain its current and
planned operations through at least June 2004.

As restated, the Company's December 31, 2002 balance sheet shows a
total shareholders' equity deficit of about $185 million.

As previously announced, due to ImClone Systems' inability to file
its 2002 Form 10-K on a timely basis, the Company's trading symbol
was changed by NASDAQ from "IMCL" to "IMCLE" on April 11, 2003.
The Company's trading symbol will not revert back to "IMCL" until
such time as the Company cures all of its listing deficiencies,
namely the filing of its first quarter 2003 report on Form 10-Q.
The Company previously announced that it intends to file its Form
10-Q on or before July 7, 2003.

ImClone Systems Incorporated is committed to advancing oncology
care by developing a portfolio of targeted biologic treatments,
designed to address the medical needs of patients with a variety
of cancers. The Company's three programs include growth factor
blockers, angiogenesis inhibitors and cancer vaccines. ImClone
Systems' strategy is to become a fully integrated
biopharmaceutical company, taking its development programs from
the research stage to the market. ImClone Systems' headquarters
and research operations are located in New York City, with
additional administration and manufacturing facilities in
Somerville, New Jersey.


IMPAC: Fitch Downgrades Class B1 & B2 Certificates to B/CC
----------------------------------------------------------
Fitch Ratings affirms 4 classes, upgrades 2 classes & downgrades 2
classes of the following Impac SAC RMBS securitizations:

Impac Secured Assets Corp., mortgage pass-through certificates,
series 2000-1:

        -- Class A affirmed at 'AAA'

        -- Class M1 upgraded to 'AAA' from 'AA'

        -- Class M2 upgraded to 'AA' from 'A'

        -- Class M3 affirmed at 'BBB'

        -- Class B1 downgraded to 'B' from 'BB' and removed from
           Rating Watch Negative

        -- Class B2 downgraded to 'CC' from 'CCC'

Impac Secured Assets Corp., mortgage pass-through certificates,
series 2000-2:

        -- Class A affirmed at 'AAA'

Impac Secured Assets Corp., mortgage pass-through certificates,
series 2000-3:

        -- Class A affirmed at 'AAA'

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


INTEGRATED HEALTH: Signs-Up TriAlliance as Real Estate Brokers
--------------------------------------------------------------
Integrated Health Services, Inc., and its debtor-affiliates seek
to employ TriAlliance Commercial Real Estate Services as their
real estate brokers pursuant to an Amended Agreement for the
purpose of procuring a buyer or lessee for certain improved real
property located in Sparks, Maryland, owned by IHS-Highlands.

Alfred Villoch III, Esq., at Young Conaway Stargatt & Taylor LLP,
in Wilmington, Delaware, recounts that the Debtors sought to
employ TriAlliance for this transaction, based on an Exclusive
Agency Agreement.  An order authorizing the retention was entered
on April 7, 2003 based on the certificate of no objection filed
by counsel for the Debtors.  However, subsequent to the filing of
the certificate, the parties to the Exclusive Agency Agreement
entered into a revised form of the Agreement on April 8, 2003,
one day after the Court signed the Order approving the original
Agreement.

The Court never signed the proposed Order covering the Amended
Agreement.  The Debtors believe that if the original form of
agreement were unobjectionable, the minor changes in the Revised
Agency Agreement would not change that result.  Thus, the Debtors
now ask the Court to approve the Revised Agency Agreement.

The Revised Agency Agreement differs from that originally
submitted to:

    a. reflect that the revised agency agreement will
       automatically renew, unless proper notice is given;

    b. clarify fee sharing, if any, among any real estate brokers
       other than TriAlliance Commercial Real Estate Services LLC
       used in the transactions contemplated; and

    c. clarify the "excluded Parties" to the Revised Agency
       Agreement. (Integrated Health Bankruptcy News, Issue No.
       60; Bankruptcy Creditors' Service, Inc., 609/392-0900)


INT'L MULTIFOODS: Appoints KPMG LLC as New Independent Auditors
---------------------------------------------------------------
Multifoods' Chairman and Chief Executive Officer Gary E. Costley
told shareholders at the company's annual meeting that Multifoods
is succeeding in its transformation into a focused, branded food
company in North America.

"Today, Multifoods is better equipped to compete and thrive in
the marketplace than ever before in its 111-year history,"
Costley said. "As a company, we have a lot going for us today. We
have a clear focus and growth path. We have great brands with
leadership positions in most of them. And we have talented,
dedicated employees with deep experience in branded foods and
baking products, and a passion for winning."

During his remarks to the more than 130 shareholders who attended
the 2003 annual meeting, Costley also outlined the company's
strategies to achieve long-term growth. These strategies include:
leverage the equity of Multifoods' brands through value-added
marketing initiatives, increased promotions and more effective
merchandising; accelerate product innovation; expand distribution
in channels and geographies that have potential for significant
growth; improve operating margins by capitalizing on opportunities
for supply-chain efficiencies, cross-company synergies and
profitable volume growth; and pursue value-enhancing acquisitions
and strategic alliances.

In other business, shareholders elected the company's three
nominees to the board of directors for three-year terms: Costley;
J. David Pierson, chairman and chief executive officer, CPI
Corp.; and Nicholas L. Reding, retired vice chairman, Monsanto
Company.

Two directors retired from the company's board at this year's
annual meeting: Jack D. Rehm, retired chairman, Meredith Corp.,
and Lois D. Rice, guest scholar, The Brookings Institution. Both
have served as directors since 1991. Multifoods' board of
directors is now comprised of eight members -- seven of whom are
outside, non-employee directors who are independent under the
standards of the New York Stock Exchange.

Shareholders also ratified the appointment of KPMG LLP as the
company's independent auditors for the fiscal year ending
Feb. 28, 2004.

                  Election of Corporate Officers

After the annual meeting, Multifoods' board of directors elected
the following employees as officers of the corporation:

-- Gary E. Costley, chairman and chief executive officer;

-- Dan C. Swander, president and chief operating officer;

-- Frank W. Bonvino, senior vice president, general counsel and
   secretary;

-- John E. Byom, senior vice president, finance, and chief
   financial officer;

-- Ralph P. Hargrow, senior vice president, administration, human
   resources, and research, development and quality;

-- Randall W. Cochran, vice president, supply chain;

-- Martin R. Jamieson, vice president, International Multifoods,
   and president, Robin Hood Multifoods Inc.;

-- Dennis R. Johnson, vice president and controller;

-- Gregory J. Keup, vice president and treasurer;

-- Jill W. Schmidt, vice president, investor and corporate
   relations;

-- James H. White, vice president, International Multifoods, and
   president, U.S. Consumer Products Division;

-- Michael J. Wille, vice president, International Multifoods,
   and president, Foodservice Products Division.

-- David R. Berryman, assistant controller;

-- Frederick J. Huppert, assistant treasurer;

-- Timothy J. Keenan, senior attorney and assistant secretary;
   and

-- Scott R. Riddle, assistant treasurer and director, corporate
   development and strategic planning.

Hargrow assumes the additional responsibility for the company's
research, development and quality function following the
departure of Daryl Schaller. Schaller joined Multifoods in
November 2001 as vice president, research and development, in
conjunction with the company's acquisition of several leading
U.S. consumer brands from General Mills and Pillsbury. Schaller
was a 25-year veteran of The Kellogg Company, where he served as
senior vice president, scientific affairs, and led the company's
worldwide research and development activities. At Multifoods,
Schaller was instrumental in helping establish a centralized
research, development and quality organization following the
company's brand acquisition and putting in place the processes
needed to effectively leverage its R&D capabilities to accelerate
growth.

International Multifoods Corp. (NYSE:IMC) is a manufacturer and
marketer of branded consumer foods and foodservice products in
North America. The company's food manufacturing businesses have
combined annual net sales of about $940 million. Multifoods'
brands include Pillsbury(R) baking mixes for items such as cakes,
muffins, brownies and quick breads; Pillsbury (R)ready-to-spread
frostings; Hungry Jack(R) pancake mixes, syrup and potato side
dishes; Martha White(R) baking mixes and ingredients; Robin
Hood(R) flour and baking mixes; Pet(R) evaporated milk and dry
creamer; Farmhouse(R) rice and pasta side dishes; Bick's(R)
pickles and condiments in Canada; Softasilk(R) premium cake
flour; Red River(R) hot flax cereal; and Golden Temple(R).
Further information about Multifoods is available on the Internet
at http://www.multifoods.com

                          *   *   *

As previously reported in Troubled Company Reporter, Standard &
Poor affirmed its double-'B' corporate credit rating as well as
its double-'B'-plus senior secured debt rating on International
Multifoods Corp. The ratings were removed from CreditWatch, where
they were placed on July 30, 2002. At the same time, the company's
single-'A'-plus senior unsecured debt rating was affirmed. The
rating was not on CreditWatch, and the senior unsecured debt issue
is unconditionally guaranteed by Diageo PLC.

The outlook is stable.


KMART CORP: Court Ratifies May 6 Distribution Record Date
---------------------------------------------------------
The U.S. Bankruptcy Court has confirmed May 6, 2003 as Kmart
Corporation's record date for distribution purposes.

Rule 3021 of the Federal Rules of Bankruptcy Procedure, titled
"Distribution Under Plan," provides that (a) creditors include
holders of bonds, debentures, notes and other debt securities
and (b) interest holders include the holders of stock and other
equity securities of record at the time distributions commence
unless a different time is fixed by a chapter 11 plan or the
confirmation order.

Distributions commenced under the confirmed Kmart Plan on May 6,
2003.  On that date, the Plan was substantially consummated in
that, among other things:

  -- credit was extended and made available to the Debtors under
     the $2,000,000,000 Exit Financing Facility;

  -- the Plan Investors ESL Investments Inc. and Third Avenue
     Value Fund funded $187,000,000;

  -- the Kmart creditor trust was funded;

  -- the collateral trust establishing the trade vendor lien
     became fully effective; and

  -- the restructuring transactions were consummated.

These distributions were also made on that date:

    (1) a total of $243,224,909 in cash was distributed to the
        holders of Allowed Prepetition Lender Claims other than
        the Plan Investors; and

    (2) Kmart Holdings Corporation distributed 89,677,509 shares
        of its common stock, including:

          (i) 32,723,775 shares to the Plan Investors;

         (ii) 25,008,573 shares to the servicers of Prepetition
              Note Claims; and

        (iii) 31,945,161 shares to the Disbursing Agent for
              distribution to the holders of Trade Vendor and
              Lease Rejection Claims.
(Kmart Bankruptcy News, Issue No. 58; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


KSAT SATELLITE: Shareholders Approve Voluntary Dissolution Plan
---------------------------------------------------------------
KSAT Satellite Networks Inc. (TSX Venture - KSA) announced that at
the Annual and Special Meeting of the Corporation held on June 20,
2003, the shareholders of the Corporation approved a special
resolution authorizing and approving the voluntary dissolution of
the Corporation. As described in the information circular prepared
and mailed to all shareholders for that meeting, the Corporation
will now take steps to dissolve. The resolution authorizing the
directors to make an application to delist the Corporation from
the TSX Venture Exchange did not receive the required approval of
shareholders. The resolution authorizing the directors to make
application to the relevant securities commissions for an order
that the Corporation cease to be a reporting issuer was approved,
though any such application will only be made pursuant to the
involuntary delisting of the Corporation by the TSX Venture
Exchange.

The Corporation also has signed an agreement with two of its major
shareholders and loan holders, Global Space Investments Limited
and Gilat Satellite Networks Ltd., regarding the orderly
dissolution of the Corporation and distribution of its assets. As
previously disclosed in the Press Release dated May 12, 2003,
management anticipates that shareholders are unlikely to receive
any value after the discharge of the Corporation's liabilities.

As previously reported, the Company's most recent publicly
available financial statements of the Corporation, as at September
30, 2002 (unaudited), the Corporation's shareholders' deficit was
$11,927,629.


LARRY'S STANDARD: Asks Court to Extend Lease Decision Period
------------------------------------------------------------
Larry's Standard Brand Shoes, Inc., asks the U.S. Bankruptcy Court
for the Northern District of Texas, to extend their lease decision
period. The Debtor tells the Court that it needs until October 6,
2003 to decide whether to assume, assume and assign or reject
unexpired nonresidential real property leases and executory
contracts.

The Debtor relates that it is in the process of assessing the
viability of the various locations where the Debtor operates its
stores.  Thus, the Debtor seeks to preserve its interests in any
unexpired leases until it concludes its assessment efforts.  The
Debtor intends to continue make payments to the lessors under the
various unexpired leases, while moving forward to resolve good
faith disputes over unpaid past due rent.

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


MAGELLAN HEALTH: Secures Clearance for Group Practice Settlement
----------------------------------------------------------------
Magellan Health Services, Inc., and its debtor-affiliates obtained
the Court's approval of an agreement dated March 17, 2003, to
settle all obligations among Group Practice, GPA Inc., Magellan
Behavioral, Integrated, under certain unsecured promissory note.

On November 1, 2000, debtor New GPA, Inc., a Debtor, and Group
Practice Affiliates, LLC entered into that certain Asset Purchase
Agreement, whereby GPA sold, among other things, several business
units to Group Practice LLC.

As full payment for the assets sold under the APA, Group
Practice executed and delivered to GPA that certain unsecured
promissory note dated November 1, 2000 in the original principal
amount of $2,000,000.  The term of the Note is 15 years and it
bears interest at the rate of 7% per annum, paid in arrears
semi-annually, with no principal due until 2015.  However,
principal under the Note is subject to reduction based on the
occurrence of certain events.  The note has a current principal
balance of $1,250,000.

Under the terms of the Note, the unpaid principal amount was
reduced by $200,000 because of the occurrence of certain events
related to that certain memorandum of understanding, dated
November 1, 2000, between Group Practice Arizona, Inc., a
subsidiary of Group Practice, and Human Affairs International,
Inc., a Debtor.  More specifically, the outstanding principal
under the Note was to be reduced $50,000 if either Human Affairs
or Group Practice Arizona exercised its termination right under
the MOU.  The outstanding principal amount under the Note was to
be further reduced by $150,000 if Group Practice determined that
one of its outpatient facility must be closed as a result of Human
Affairs exercising its termination rights under the MOU.  In
December of 2001, Human Affairs exercised its termination rights
under the MOU, thereby allowing Group Practice to close its
Arizona facility.  In March of 2002, Group Practice closed the
Arizona facility.  These events triggered the net $200,000
reduction of the principal balance of the Note.

Reductions of $534,000 of principal due under the Note were
triggered by operation of two provisions of that certain Program
Participation Agreement dated November 1, 2000 entered into by
Magellan Behavioral Health, Inc., a Debtor affiliate of GPA, and
Integrated Mental Health Services, Inc., an affiliate of Group
Practice.

Pursuant to the Provider Agreement, Magellan Behavioral guaranteed
a minimum amount of visits by subscribers to Integrated per year.
Unpaid principal due under the Note would be reduced by a certain
specified amount if Integrated did not receive the guaranteed
minimum amount of visits by subscribers.  Since November of 2000,
Magellan Behavioral was unable to refer a sufficient number of
plan subscribers to satisfy the minimum amount of visits under the
Provider Agreement.  For each of the periods of November 1, 2000
to October 31, 2001 and November 1, 2001 to October 31, 2002,
Magellan Behavioral owed $138,000 to Integrated as a result of
this guaranteed minimum.  It is projected that Magellan
Behavioral will owe an additional $138,000 for the period of
November 1, 2002 to October 31, 2003.  Accordingly, Magellan
Behavioral's failure to meet its referral requirements under the
Provider Agreement amounts to $414,000, which is to be applied
to reduce the principal amount of the Note.

Further, under the Provider Agreement, Magellan Behavioral was
required to pay Integrated for claims arising from the provision
of services by Integrated to its' members according to the rates
set forth in Magellan Behavioral's standard fee schedule, less
any applicable co-payments, coinsurance or deductible.  However,
notwithstanding amount of the Standard Fee, Magellan Behavioral
also promised to pay Integrated $65 per visit by a member,
regardless of the actual cost of the Standard Fee.  The Provider
Agreement required Magellan Behavioral and Integrated
periodically to reconcile the difference between the Target Fee
and the Standard Fee.  If the Standard Fee was less than the
Target Fee, Magellan Behavioral was required to pay Integrated
the difference.

Since November of 2000, both the Debtors and Integrated believe
that the Standard Fee was less than the Target Fee.  However, no
Reconciliation was done by either party, notwithstanding the
requirements of the Provider Agreement.  Nevertheless, Magellan
Behavioral estimates that, under a reconciliation as provided
under the Provider Agreement, it would be obligated to pay
Integrated $120,000.  In addition, a portion of the Note was
guaranteed by individual members of Group Practice, under which
they agreed to guarantee repayment of $200,000 of the principal
due under the Note.

The outstanding principal amount of the Note has been reduced
from $2,000,000 to $1,250,000.  In order to convert the Note to
cash and avoid the risks associated with its long-term nature,
Magellan Behavioral entered into discussions with the other
parties.

The salient terms of the Settlement Agreement are:

    A. Group Practice will pay GPA $741,830 after entry of an
       order authorizing the Settlement Agreement.

    B. GPA will release, discharge, acquit and forgive Group
       Practice from any and all claims, actions, suits,
       demands, liabilities, judgments, and proceedings, both at
       law and in equity, related to or arising from the Note.

    C. GPA will release, discharge, acquit and forgive the
       Guarantors from any and all claims, actions suits,
       demands, liabilities, judgments, and proceedings, both at
       law and in equity, related to or arising from the
       Guaranty.

    D. Group Practice and its affiliate, Integrated, and GPA and
       its affiliate, Magellan Behavioral Health, acknowledge
       and agree that the $741,830 payment amount takes into
       account any payments owed by to Integrated or by
       Integrated to MBH pursuant to the Reconciliation and to
       the minimum referrals of subscribers.  Group Practice and
       Integrated settle, waive and discharge any claims against
       Magellan Behavioral or GPA with respect to the
       Reconciliation and the minimum referral obligations and
       Magellan Behavioral and GPA settle, waive and discharge
       any claims against Group Practice or Integrated with
       respect to the Reconciliation and the minimum referrals
       of subscribers.

    E. The Reconciliation provisions and the minimum subscriber
       referrals are deleted from the Provider Agreement
       effective November 1, 2002 and thereafter. (Magellan
       Bankruptcy News, Issue No. 9: Bankruptcy Creditors'
       Service, Inc., 609/392-0900)


MANITOWOC: Teams-Up with Kvichak to Build Coast Guard Prototype
---------------------------------------------------------------
The Manitowoc Company, Inc. (NYSE: MTW) and its subsidiary,
Marinette Marine Corporation, will partner with Kvichak Marine
Industries, Inc. to develop and construct a prototype Response
Boat Medium (RB-M) for the U.S. Coast Guard.

Kvichak, located in Seattle with full-service waterfront
facilities, will build the prototype RB-M. The Marinette/Kvichak
team is using a design developed by Camarc, Ltd., an expert in the
design of water jet-driven high-speed aluminum boats. Marinette
Marine will serve as the prime contractor and program manager for
the project. Delivery of the $2.5-million test boat is expected in
late 2003.

"We are pleased to work with the Northwest's finest high-speed
aluminum boat builder on this very important project," said Dennis
McCloskey, president of Manitowoc's Marine Group. "We believe the
strengths of Marinette Marine and Kvichak Marine greatly
compliment each other and will result in a high-quality class of
vessels that will serve the Coast Guard's multi-mission needs for
many years to come."

The Marinette/Kvichak team, along with two other contractors, will
each build a RB-M test boat as part of the competitive process.
After evaluating each prototype vessel, conducting extensive sea
trials, and reviewing competitive proposals from the shipyards,
the Coast Guard intends to award a contract for a fleet of
approximately 180 RB-M vessels to replace its aging fleet of 41-
foot Utility Boats. The six-year contract is expected to be
awarded in 2004. Marinette and Kvichak will share vessel
construction if awarded the production contract.

The new fleet, which will perform missions such as homeland
security and search-and-rescue operations, will be safer, more
efficient, and more cost-effective for the Coast Guard to operate
and maintain due to standardized systems, improved maintenance,
and logistics support capabilities. The new RB-Ms will be highly
maneuverable and capable of speeds exceeding 40 knots (46 mph).

Kvichak Marine, located in Seattle, Wash., is a world-renowned
builder of high-quality, high-speed aluminum boats for a wide
range of markets. Kvichak is a full-service yard, encompassing new
vessel design and construction, vessel conversion and refit, and
life cycle support. Since initiating new vessel construction in
1988, Kvichak Marine has successfully delivered more than 300
vessels for a number of demanding markets and applications.

The Manitowoc Company, Inc. is one of the world's largest
providers of lifting equipment for the global construction
industry, including lattice-boom cranes, tower cranes, mobile
telescopic cranes, and boom trucks.  As a leading manufacturer of
ice-cube machines, ice/beverage dispensers, and commercial
refrigeration equipment, the company offers the broadest line of
cold-focused equipment in the foodservice industry. In addition,
the company is a leading provider of shipbuilding, ship repair,
and conversion services for government, military, and commercial
customers throughout the maritime industry.

                         *    *    *

As previously reported, Standard & Poor's assigned its single-
'B'-plus rating to The Manitowoc Company Inc.'s $175 million
senior subordinated notes due 2012.

At the same time, the double-'B' corporate credit rating was
affirmed on the Manitowoc, Wisconsin-based company. In addition,
the rating was removed from CreditWatch where it was originally
placed on March 19, 2002, following the company's announcement
of the acquisition of Grove Investors Inc. The outlook is
negative.


MASTER FIN'L: Fitch Affirms Two BB Class B2 Note Ratings
--------------------------------------------------------
Fitch Ratings has affirmed the following Master Financial Asset
Securitization Trust transactions:

Master Financial, series 1998-1:

        -- Class A-6 'AAA';
        -- Class M-1 'AA+';
        -- Class M-2 'A+';
        -- Class B-1 'BBB';
        -- Class B-2 'BB'.

Master Financial, series 1998-2:

        -- Class A-4 'AAA';
        -- Class M-1 'AA';
        -- Class M-2 'A';
        -- Class B-1 'BBB';
        -- Class B-2 'BB'.

The affirmations reflect credit enhancement consistent with future
loss expectations.


MEDISOLUTION LTD: Reports Improved Performance for March Quarter
----------------------------------------------------------------
MediSolution Ltd. (TSX: MSH) announced its financial results for
the quarter and year ended March 31, 2003.

For the quarter ended March 31, 2003, revenues increased to $12.0
million from $7.4 million in the quarter ended March 31, 2002. The
company reported a loss of $1.0 million for the quarter ended
March 31, 2003 compared to a loss of $11.0 million for the quarter
ended March 31, 2002.

For the fiscal year ended March 31, 2003, revenues increased by
15% to $44.8 million from $39.0 million in the prior year. The
company achieved income from operations of $1.2 million in fiscal
2003, compared to a loss from operations of $9.6 million in fiscal
2002. The net loss in fiscal 2003 amounted to $6.0 million
compared to a net loss of $50.5 million in fiscal 2002.

The significant improvement in revenue was achieved across both of
MediSolution's business segments, Healthcare Information Systems
and Human Resources/ Administrative Solutions. Productivity
initiatives resulted in stronger contribution margins on software
implementation, ongoing maintenance and outsourced services. The
company also benefited from a cost reduction program carried out
during fiscal 2002, and the exit from lower margin product lines.

Fiscal 2002 included unusual expenses, including a $15.3 million
restructuring charge and a $13.0 million loss from discontinued
operations.

MediSolution Ltd.'s March 31, 2003 balance sheet shows a working
capital deficit of about $13 million, and a total shareholders'
equity deficit of about $6.7 million.

                            Highlights

During the quarter, MediSolution signed an additional $3.2 million
in new contracts, including the following customers:

  - Ministry of Health and Social Services of the Northwest
    Territories for MediPatient+(R) enhancements;

  - SCO Health Service, Ontario, for Virtuo(R), a financial and
    materials management information system;

  - Centre Hospitalier Jonquiere, Quebec, for MediHR(R), a human
    resources information management system, and MediTime(R), a
    scheduling system;

  - Ross Memorial, Ontario, for Patient Billing and Accounts
    Receivable, an accounts receivable application, and
    MediPatient+(R), a patient scheduling system.

  - CRSSSBJ Chibougameau, Quebec, for MediRad(R) and
    MediConnect(R).

During fiscal 2003, the company successfully completed a number of
initiatives, including:

  - Signed $18 million in new contracts during the year.

  - Strengthened the senior management team with the addition of 6
    senior executives.

  - Created a new organizational structure, including a new
    marketing and business strategy function.

  - Streamlined, centralized and improved business processes such
    as management and time reporting, billing and contract
    administration, and national bid management.

  - Strengthened its third party contracts with partners such as
    Oracle, TECHNIDATA and MAK SYSTEM.

  - Strengthened its US operations with the hiring of a new
    President and a doubling of sales staff.

  - Recapitalization of the company including:

    - A $15 million rights offering,
    - A $14.5 million convertible debenture, and
    - $10 million of credit facilities.

  - Exited the following non-core businesses included in the
    Practice Management Systems segment of the business:

    - Networking,
    - Physician's clinical software,
    - Retail pharmacy.

                           Outlook

Allan D. Lin, President and Chief Executive Officer, said: "With
the successful restructuring of the company behind us and a
significantly improved profitability, MediSolution is now well
positioned to aggressively pursue a profitable growth strategy for
our core products and services."

MediSolution Ltd. is a leading Canadian healthcare information
technology company with offices in Canada and the United States.
The company markets a comprehensive suite of information systems
and professional services to the healthcare industry. More
information about MediSolution is available at
http://www.medisolution.com


MICROSTRATEGY: Opts to Convert $53 Million of Debt into Equity
--------------------------------------------------------------
MicroStrategy(R) Incorporated (Nasdaq: MSTR), a leading worldwide
provider of business intelligence software, has elected to convert
on July 30, 2003 the remaining $53,035,445 in principal amount
outstanding of its 7-1/2 % series A unsecured notes plus all
accrued and unpaid interest on the Notes, based on a conversion
price of $32.2611, into shares of the company's class A common
stock, in accordance with the terms of the indenture pursuant to
which the Notes were issued.

Under the indenture, MicroStrategy has the right, at any time
prior to the maturity date of the Notes, to mandatorily convert
the Notes into shares of MicroStrategy class A common stock at a
conversion price equal to 80% of the dollar-weighted average
trading price per share for all round lot transactions in the
stock on The Nasdaq National Market for the ten trading days
ending two days prior to the date that written notice of
conversion has been given to the trustee for the Notes.

Written notice electing to convert all outstanding Notes was given
by MicroStrategy to the trustee Monday.  The conversion will
result in MicroStrategy issuing an aggregate of approximately
1,656,297 shares of class A common stock in the conversion.  The
conversion ratio for the Notes is 3.1230 shares of class A common
stock for each $100 in principal amount of the Notes.  The
conversion ratio includes the shares of class A common stock to be
issued with respect to the $0.75 of accrued and unpaid interest
that will be outstanding on each $100 principal amount of the
Notes at the time of conversion.  Interest on the Notes will cease
to accrue as of the Conversion Date.

Notices of conversion will be mailed to each record holder of the
Notes on June 30, 2003.  The Notes trade on The Nasdaq SmallCap
Market under the symbol "MSTRG."

As of June 20, 2003, MicroStrategy had issued and outstanding
approximately 10,454,245 shares of class A common stock and
approximately 3,882,780 shares of class B common stock.  Giving
effect to the conversion of the Notes and the issuance of the
Conversion Shares, MicroStrategy expects that immediately
following the conversion it will have a total of approximately
12,110,542 shares of class A common stock outstanding and
3,882,780 shares of class B common stock outstanding.

By converting the Notes into class A common stock, MicroStrategy
will eliminate its obligations under the Notes to pay $53 million
in principal and approximately $4 million in cash interest
annually, or approximately $16 million in total interest that
would have been paid in cash over the remaining term of the Notes.
Upon conversion of the Notes, MicroStrategy expects that its
balance sheet will reflect an increase in stockholders' equity of
approximately $39.8 million.  On the Conversion Date,
MicroStrategy expects to incur a non-recurring, non-cash charge
equal to the difference between the fair market value of the
Conversion Shares on the Conversion Date and approximately $39.8
million, the carrying value of the Notes plus accrued and unpaid
interest on the Conversion Date.  For example, if the fair market
value of a Conversion Share on the Conversion Date were equal to
$38.00, the closing sale price per share of the class A common
stock on June 20, 2003, MicroStrategy would incur a non-recurring,
non-cash charge in the third quarter of 2003 of approximately
$23.1 million as a result of the conversion. This charge would
decrease MicroStrategy's GAAP net income for the third quarter of
2003 and for the year ended December 31, 2003.  Accordingly,
MicroStrategy expects that the charge resulting from the
conversion will decrease GAAP net income expected for the same
periods compared to guidance previously provided by MicroStrategy
on April 29, 2003, which did not contemplate any conversion of the
Notes or any charges associated with a conversion.  The interest
savings from the conversion of the Notes will have the effect of
increasing MicroStrategy's GAAP net income for the fourth quarter
of 2003 and for future periods during the term of the Notes in
absolute terms as compared to GAAP net income for these periods if
the Notes had remained outstanding.

Founded in 1989, MicroStrategy is a worldwide leader in the
increasingly critical business intelligence software market.
Leading Fortune 2000 companies are integrating MicroStrategy's
industrial-strength software into virtually all facets of their
businesses.  The MicroStrategy Business Intelligence Platform(TM)
distills vast amounts of data into insight to help drive cost-
efficiency, productivity, customer relations and revenue-
generation.  MicroStrategy offers exceptional capabilities --
excellent scalability, powerful analytics, user-friendly query and
reporting features and an outstanding, easy-to-use Web interface.
Top companies are using MicroStrategy to cost-effectively harness
large, multi-terabyte databases; empower thousands of employees at
all operational levels; and extend the benefits of business
intelligence enterprise-wide and beyond to customers, partners and
suppliers.

MicroStrategy has over 2,000 enterprise-class customers, including
General Motors, Best Buy, Lowe's Home Improvement Warehouse,
Yahoo!, Visa International, Wells Fargo, Telecom Italia, AT&T
Wireless Group and Aventis. MicroStrategy also has relationships
with over 500 systems integrators and application development and
platform partners, including IBM, PeopleSoft, Sun, and JD Edwards.
MicroStrategy is listed on Nasdaq under the symbol MSTR.  For more
information or to purchase or demo MicroStrategy's software, visit
MicroStrategy's Web site at http://www.microstrategy.com

MicroStrategy's March 31, 2003 balance sheet shows a working
capital deficit of about $3 million, and a total shareholders'
equity deficit of about $32 million.


MIRANT: S&P Revises Junk Debt Watch Implications to Negative
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on energy provider Mirant Corp., and its subsidiaries to
'CC' from 'CCC', and revised its CreditWatch listing for the
corporate credit ratings to negative from developing.

Standard & Poor's also lowered its senior unsecured debt rating on
Mirant and its subsidiaries to 'CC' from 'CCC' and its trust
preferred stock rating on the company to 'C' from 'CC'. The senior
secured debt rating on Mirant Mid-Atlantic LLC was lowered to 'CC'
from 'CCC'. These ratings remain on CreditWatch with developing
implications.

These rating actions follow additional developments in Mirant's
efforts to extend near- and intermediate-term debt maturities to
avert a bankruptcy filing.

Atlanta, Georgia-based Mirant has about $9.7 billion in debt,
including lease-related debt.

Mirant asked creditors holding approximately $3.5 billion of
Mirant unsecured debt that matures on or before May 1, 2006, to
amend terms to extend their debt maturities until July 15, 2008.
The ammendment is to be achieved by creditors exchanging their
obligations for new obligations in which Mirant will pledge
essentially all of its remaining unencumbered assets and grant
warrants on Mirant's common equity.

"If such an exchange were completed, the new obligations likely
would have better recovery prospects in the event of a Mirant
bankruptcy filing than the obligations they replace, and Mirant
would receive more time to improve its profitability and financial
position," said Standard & Poor's credit analyst Bruce Schwartz.
"However, we do not equate this form and process of settlement
with the original terms of each obligation."

The rating actions follow Mirant's disclosure on June 20, 2003
that it also asked its bank group to vote on a prepackaged Chapter
11 bankruptcy filing plan, which could indicate difficulties
completing the exchange offer. The threshold for completing a
prepackaged bankruptcy filing (two-thirds vote of creditors needed
for approval) is less than for the exchange offer (requiring the
approval of at least 85% of outstanding creditors).

Mirant also disclosed that its Mirant Americas Generation LLC unit
received notice of a default on credit facilities from Lehman
Brothers Commercial Paper Inc. because of its failure to deliver
March 31, 2003, financial statements on a timely basis.

In addition to concerns that Mirant may be more likely to file for
Chapter 11 bankruptcy protection, the lowering of the corporate
credit rating reflects Standard & Poor's opinion that the planned
exchange offer (often referred to as an "out-of-court"
restructuring) qualifies as a coerced distressed exchange.
Standard & Poor's believes that Mirant would have great difficulty
meeting all of its obligations as originally promised absent the
exchange.

Under Standard & Poor's criteria, such offers are deemed coercive
by virtue of the investor's contemplation that refusal to accept
the offer may lead to an even worse alternative, which in this
case could involve a voluntary bankruptcy filing and the use of
the bankruptcy code's "cramdown" provisions. In recent SEC
filings, Mirant has indicated that it could seek bankruptcy
protection, whether through a prepackaged transaction or
otherwise, if the exchange offer is not completed.

If the exchange offer were to be completed, Standard & Poor's
would lower Mirant's corporate credit rating to 'SD', which
represents selective default and then immediately assign a new
rating based on Mirant's prospective creditworthiness. Such a
rating is likely to be higher than 'CC'. If the exchange offer is
not completed, Standard & Poor's believes that a voluntary
bankruptcy filing likely would occur shortly thereafter, and the
ratings would be lowered to 'D' upon such an event.

The rated unsecured and trust preferred obligations remain on
CreditWatch with developing obligations. If Mirant were to file
for bankruptcy protection, whether prepackaged or otherwise,
Standard & Poor's would lower all of its senior unsecured debt
ratings to 'D'. However, if Mirant completes the exchange offer,
Standard & Poor's could raise the ratings on Mirant's obligations
to reflect Mirant's prospective default risk and each security's
relative positioning within Mirant's capital structure. Standard &
Poor's notes that the exchange offer, if completed, will not
result in a payment default or impairment to Mirant's unsecured
indebtedness, although various securities will become more deeply
subordinated in Mirant's capital structure.

Standard & Poor's expects to resolve the CreditWatch in accordance
with the outcome of the exchange offer and pending a review of the
company after a successful debt restructuring. The exchange offers
will expire on July 14, 2003, unless extended.


MISSISSIPPI CHEMICAL: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Mississippi Chemical Corporation
             3622 Highway 49 East
             Yazoo City, Mississippi 39194-0388

Bankruptcy Case No.: 03-02984

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Mississippi Nitrogen, INC.                 03-02985
     MissChem Nitrogen, L.L.C.                  03-02986
     Mississippi Chemical Company, LP           03-02987
     Mississippi Chemical Management Company    03-02988
     Mississippi Phosphates Corporation         03-02989
     Mississippi Potash, INC.                   03-02990
     Eddy Potash, INC.                          03-02991
     Triad Nitrogen, L.L.C.                     03-02992
     Melamine Chemicals, INC.                   03-02993

Type of Business: Mississippi Chemical Corp., through its indirect
                  subsidiaries and affiliates, produces and
                  markets all three primary crop nutrients, as
                  well as similar chemicals for industrial uses.

Chapter 11 Petition Date: May 15, 2003

Court: Southern District of Mississippi

Judge: Edward Ellington

Debtors' Counsel: James W. O'Mara, Esq.
                  Doug Noble, Esq.
                  Phelps Dunbar LLP
                  PO Box 23066
                  Jackson, MS 39225-3066
                  Tel: 601-352-2300

Total Assets: $552,934,000

Total Debts: $462,496,000

A. Miss. Chemical Corporation's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
BancorpSouth Bank           Senior Notes          $207,250,000
Attn: Corp. Trust
PO Box 1605
Jackson, MS 39215

The Bank of New York        IRBs                   $14,675,208
Trust Co. of Florida, NA
The FinanciaL center
505 North 20th Street,
Suite 750
Brimingham, Alabama 35203

Vanguard Group              Trade Debt                $264,578
PO Box 2600
Valley Forge, PA 19482-2600

Blue Cross Blue Shield of   Trade Debt                $107,993
MS Inc.

AT and T                    Trade Debt                 $43,895

Nature Conservancy          Trade Debt                 $10,000

Metallurgical and Materials Trade Debt                  $8,518
Tech, Inc.

Clayton Charles             Trade Debt                  $8,000

Elevon Inc.                 Trade Debt                  $7,500

Better Marketing            Trade Debt                  $6,901
Konnection, Inc.

RIA                         Trade Debt                  $6,407

Grantham Poole              Trade Debt                  $4,178

Smith Ephraim               Trade Debt                  $4,178

Avaya Inc.                  Trade Debt                  $3,805

Ikon Office Solutions       Trade Debt                  $2,508

Vertex Tax Technology       Trade Debt                  $2,500
Enterprises LLC

Jackson Pauline D           Trade Debt                  $2,388

IOS Capital                 Trade Debt                  $2,091

Baker Distributing          Trade Debt                  $1,950

Ships Inc. EBS A/R          Trade Debt                  $1,902

United Parcel Service       Trade Debt                  $1,274

Vopak USA                   Trade Debt                  $1,142

B. Mississippi Nitrogen's Largest Unsecured Creditor:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Farmland Misschem Limited   Trade Debt              $2,621,442
PO Bag 38 Couva Post Office
Point Lisas, TR

C. MissChem Nitrogen's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
CN                          Trade Debt                $156,318

Bareco                      Trade Debt                 $38,613

Martin Marietta Basic       Trade Debt                 $29,295
Products

G E Betz Inc.               Trade Debt                  $9,565

Marley Cooling Tower        Trade Debt                  $9,000

Atlas Copco                 Trade Debt                  $8,532

Greson Technical Sales and  Trade Debt                  $8,532
Service Inc.

Pressure Products           Trade Debt                  $7,892

AWF Inc.                    Trade Debt                  $7,278

Security Support Services   Trade Debt                  $7,160

Newsom                      Trade Debt                  $6,653

V R C Company               Trade Debt                  $4,272

Public Service Commission   Trade Debt                  $4,043

Formosa Plastics Corp. USA  Trade Debt                  $3,626

Harcros Chemicals           Trade Debt                  $3,373

Mayfield Oils Inc.          Trade Debt                  $3,359

Certified Laboratories      Trade Debt                  $3,325

Federal Container Corp.     Trade Debt                  $3,000

CRDU                        Trade Debt                  $2,987

Marley Cooling Tower Co.    Trade Debt                  $2,864

D. Mississippi Chemical Co., LP's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Continental NIT             Trade Debt                $417,561
12955 Courthouse Blvd.
Rosemount, MN 55068

CN                          Trade Debt                $170,093

UP                          Trade Debt                 $54,604

ACBL                        Trade Debt                 $46,572

VBGPlant                    Trade Debt                 $45,849

American Comm'l. Barge      Trade Debt                 $34,002
Line LLC

Liquidtr                    Trade Debt                 $33,050

Oakley Louisiana Inc.       Trade Debt                 $32,778

Kirby                       Trade Debt                 $31,534

CNR L.P.                    Trade Debt                 $28,794

Southtow                    Trade Debt                 $18,615

CSXT                        Trade Debt                 $17,970

BruceOak                    Trade Debt                 $15,768

Longstra                    Trade Debt                 $12,915

Liquid Transport Inc.       Trade Debt                 $12,151

Babin                       Trade Debt                 $10,117

American Plant Food Corp.   Trade Debt                  $9,998

Terral                      Trade Debt                  $9,018

Newsom                      Trade Debt                  $8,449

Farmland Ind-Kansa City KS  Trade Debt                  $4,546

E. Mississippi Chemical Mgt Co.'s 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
MFA Inc.                    Trade Debt                  $6,568

Sparks Companies Inc.       Trade Debt                  $3,000

Shipp, Mary Sue             Trade Debt                  $2,908

Ware, Wes                   Trade Debt                  $1,131

Wascom, Malcolm Jr.         Trade Debt                  $1,052

Fleet Pride-Jackson         Trade Debt                    $926

Jackson Medical Clinic      Trade Debt                    $828

American Railcar Industries Trade Debt                    $750

Rescar Inc.                 Trade Debt                    $589

Harrelson, Jim              Trade Debt                    $547

B and A Chemical Company    Trade Debt                    $467

Boot Store                  Trade Debt                    $449

Officesource Inc.           Trade Debt                    $406

City Truck & Trailer Parts  Trade Debt                    $387
Inc.

Gainwell Tire Service       Trade Debt                    $361

Hilton Jackson              Trade Debt                    $355

Officesource Inc.           Trade Debt                    $276

Peyton Michael D            Trade Debt                    $188

Certified Map Corp.         Trade Debt                     $96

AR Secretary of State       Trade Debt                     $50

F. Mississippi Phosphates Corp.'s 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
International Commodities   Trade Debt              $1,189,727
Export Corporation
2975 Westchester Avenue

US Fusion                   Trade Debt                 $85,324

James Construction Group    Trade Debt                 $80,791
LLC

Manning Trucking            Trade Debt                 $68,227

English Boiler and Tube     Trade Debt                 $67,280
Inc.

Arrmaz Products             Trade Debt                 $64,356

Mobil Oil Corp.             Trade Debt                 $56,359

Transammonia                Trade Debt                 $56,301

GSE Lining Technology       Trade Debt                 $52,447

Exxon Mobil                 Trade Debt                 $45,149

ACBL                        Trade Debt                 $41,887

Marathon Transportation     Trade Debt                 $30,786
Inc.

Bacourt Industrial          Trade Debt                 $27,438
Constructors, Inc.

RXPower                     Trade Debt                 $24,456

Pirnie Malcolm Inc.         Trade Debt                 $22,986

Process Pump Repair         Trade Debt                 $21,308
Inc.

Inter Chem                  Trade Debt                 $20,439

Cheeney Lime and Cement Co. Trade Debt                 $19,988

American Commercial Barge   Trade Debt                 $19,900
Line LLC

PEPCO                       Trade Debt                 $19,003

G. Mississippi Potash, Inc., and Triad Nitrogen's 20 Largest
   Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Xcel Energy                 Trade Debt                $448,697
PO Box 9477
Minneapolis, MN 55484-9477

BNSF                        Trade Debt                $351,323
PO Box 847347
Dallas, TX 75284-7347

NM Taxation and Revenue     Trade Debt                 $45,663
Dept.

Saber Supply Co. Inc.       Trade Debt                 $45,177

LSI Lubrication Services    Trade Debt                 $44,960
LLP

Union Home and Industrial   Trade Debt                 $43,280
Corp.

B and M Machinery Company   Trade Debt                 $36,376

Joy Manufacturing Co.       Trade Debt                 $28,951

Chevron Phillips Chem. Co.  Trade Debt                 $28,775

Langston Companies Inc.     Trade Debt                 $27,090

UHI                         Trade Debt                 $24,607

LPC Packaging               Trade Debt                 $23,729

Turbo Specialties           Trade Debt                 $22,866

Industrial Electric Motors  Trade Debt                 $21,335
Inc.

Highland Machinery          Trade Debt                 $19,651

Titan                       Trade Debt                 $19,025

Eimco Coal & Machinery -    Trade Debt                 $18,942
Carlsband

Plant Services              Trade Debt                 $18,400

Rmiller                     Trade Debt                 $17,255

Baker Process Company       Trade Debt                 $17,050

H. Eddy Potash, Inc.'s 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Xcel Energy                 Trade Debt                  $3,187

Plains Welding Supply Inc.  Trade Debt                    $864

ACM Equipment Rental and    Trade Debt                    $523
Sales Co.

Global Computer Supplies    Trade Debt                    $499

Fairbanks Scales            Trade Debt                    $450

McMaster Carr Supply Co.    Trade Debt                    $430

Wagner Equipment            Trade Debt                    $414

FMH Material Handling       Trade Debt                    $355
Solutions

Wesport Steel and Supply    Trade Debt                    $318
Inc.

Forrest Tire Company        Trade Debt                    $292

Universal Boiler Works      Trade Debt                    $250

Airmaster Equipment Corp.   Trade Debt                    $249

Queen Oil and Gas           Trade Debt                    $247

UHI                         Trade Debt                    $239

Motion Industries Inc.      Trade Debt                    $222

Connells Office Supplies    Trade Debt                    $115

Carlsbad Auto Supply Co.    Trade Debt                    $110

Hall Machine and Welding    Trade Debt                    $100
Co. Inc.

Eastern Telecommunication   Trade Debt                     $98
Services Co

Union Home and Industrial   Trade Debt                     $90
Corp.


MISSISSIPPI CHEMICAL: UST Appoints Official Creditors' Committee
----------------------------------------------------------------
The United States Trustee for Region 5 appointed 3 members to an
Official Committee of Unsecured Creditors in Mississippi Chemical
Corporation's Chapter 11 cases:

       1. Conseco Capital Management Corp.
          Attn: Greg J. Sekata
          11825 N. Pennsylvania Street
          Carmel, IN 46032
          Tel: 317 8172794
          Fax: 317 8174115

       2. Perry Capital LLC
          Attn: Richard Paige
          599 Lexington Ave.
          New York, NY 10022
          Tel: 212 5834000
          Fax: 212 5834040

       3. Integrity Life Insurance
          Attn: Bernard M. Casey
          420 East Fourth Street
          Cincinnati, OH 45202
          Tel: 513 3617647
          Fax: 513 3617689

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

Mississippi Chemical Corporation, through its direct or indirect
subsidiaries and affiliates, produces and markets all three
primary crop nutrients (nitrogen-phosphorus and potassium-based
products), as well as similar chemicals for industrial uses. The
Company filed for chapter 11 protection on May 15, 2003 (Bankr.
S.D. Miss. Case No. 03-02984).  James W. O'Mara, Esq., at Phelps
Dunbar LLP, represents the Debtors in their restructuring efforts.
When the Company filed for protection from its creditors, it
listed $552,9342,000 in total assets and $462,496,000 in total
debts.


MOSAIC GROUP: Court Stretches Lease Decision Time Until Oct. 15
---------------------------------------------------------------
Mosaic Group (US) Inc., and its debtor-affiliates sought and
obtained approval from the U.S. Bankruptcy Court for the Northern
District of Texas to extend their lease decision period.  The
Court gave the Debtors until October 15, 2003, to decide whether
to assume, assume and assign, or reject unexpired nonresidential
real property leases.

Mosaic Group (US) Inc., a world-leading provider of results-
driven, measurable marketing solutions for global brands, filed
for chapter 11 petition on December 17, 2002. Charles R. Gibbs,
Esq., David H. Botter, Esq., and David P. Simonds, Esq., at Akin,
Gump, Strauss, Hauer & Feld, represent the Debtors in their
restructuring efforts. When the Company filed for protection from
its creditors, it listed estimated debts and assets of over $100
million each.


NATIONAL CENTURY: Takes Action to Challenge DCHC $310-Mil. Claim
----------------------------------------------------------------
Robert W. Hamilton, Esq., at Jones, Day, Reavis & Pogue, in
Columbus, Ohio, recounts that the Doctors Community Healthcare
Corporation and its affiliates filed proofs of claim in the
National Century Financial Enterprises Entities' Chapter 11 cases.
The DCHC Entities assert claims against the NCFE Entities in
amounts "unknown, but not less than $310,000,000."  The DCHC
Entities assert claims in unliquidated amounts, which they allege
are property of their own estates and subject to adjudication only
in their own Chapter 11 cases. However, Mr. Hamilton points out
that the DCHC Entities cannot assert these unliquidated claims in
the Court while maintaining that they cannot be adjudicated here.
The DCHC Entities are comprised of:

    -- DCHC,
    -- Greater Southeast Community Hospital Corporation I,
    -- Michael Reese Medical Center Corporation,
    -- Pacifica of the Valley Corporation,
    -- PACIN Healthcare Hadley Memorial Hospital Corporation, and
    -- Pine Grove Hospital Corporation.

Specifically, the DCHC Entities filed seven claims allegedly "on
behalf of DCHC and its subsidiaries".  In May 2003, the DCHC
Entities again filed identical claims.  The claims are summarized
as:

                  Original     Amended
    Entity        Claim No.    Claim No.
    ------        ---------    ---------
    NPF XII          392         734
    NPF X            393         735
    NPF VI           394         736
    NPF-LL           395         737
    NCFE             396         739
    NPF-CSL          397         738
    NPFS             398         733

The amounts asserted in each of the Original DCHC claims is
"unknown, but not less than $600,000,000."  Each Amended DCHC
Claims asserted that an amount "unknown, but not less than
$310,000,000" is due.

The Debtors maintain that the DCHC Claims should be disallowed in
their entirety.  Mr. Hamilton argues that the DCHC Entities made
incorrect assertions in its proof of claim, including:

(A) The DCHC Claims incorrectly assert that, pursuant to
     certain sales and subservicing agreements and amendments,
     the NCFE Entities are holding some $98,000,000 of the DCHC
     Entities' funds in reserve.

     The NCFE Entities dispute this allegation and state that
     the DCHC Entities in fact owe the NCFE Entities over
     $500,000,000 under the Sale Agreements.  All amounts
     alleged to be held pursuant to the Sale Agreements in
     reserve accounts constitute the NCFE Entities' property
     and may be applied in reduction of obligations due from
     the DCHC Entities.

(B) The DCHC Claims assert that there were reserve overages.

     Mr. Hamilton argues that these unsupported assertions are
     contradicted by the NCFE Entities' books and records, which
     indicate over $500,0000,000 due and owing to the NCFE
     Entities.

(C) The DCHC Claims incorrectly assert that certain
     subservicing fees owed to the DCHC Entities remain
     outstanding.

     "This assertion is simply incorrect.  All subservicing fees
     that were owed were in fact paid or were otherwise credited
     for the account of the DCHC Entities," Mr. Hamilton attests.

(D) The DCHC Claims incorrectly assert that the DCHC Entities
     refinanced their equipment and are therefore owed some
     $10,000,000.

     Mr. Hamilton tells the Court that the NCFE Entities purchased
     and paid for equipment from the DCHC Entities as part of a
     sale-leaseback transaction.  The NCFE Entities own the
     equipment.  Thus, no amounts remain due to the DCHC Entities.

(E) The DCHC Claims incorrectly assert damages in an
     unliquidated amount for alleged breach of contract.

     The asserted breach was a failure to fund the DCHC Entities.
     However, Mr. Hamilton explains, the NCFE Entities did not
     have an obligation to fund, let alone to continue to fund the
     DCHC Entities in amounts in excess of healthcare receivables
     sold to the NCFE Entities, or any obligation at all under the
     Sale Agreements given the numerous contractual provisions
     breached by the DCHC Entities.  The NCFE Entities had no
     obligation to allow the DCHC Entities to continue to
     perpetrate their fraudulent scheme on the NCFE Entities'
     creditors.

(F) The DCHC Claims incorrectly assert that various avoidance
     actions may be brought in the DCHC Entities' cases.

     No support for the claims is provided and the NCFE Entities
     dispute the existence of these claims.

(G) The DCHC Claims incorrectly assert that re-characterization
     and equitable subordination of the NCFE Entities' claims
     may be pursued against the NCFE Entities in the D.C.
     Bankruptcy Court.

     The NCFE Entities dispute any claims, and the NCFE Entities
     dispute the propriety of any re-characterization claims being
     heard in any court other than the Ohio Court.  Mr. Hamilton
     points out that the portions of the DCHC Claims asserting
     re-characterization are unliquidated.

(H) The DCHC Claims incorrectly assert that the DCHC Entities
     hold further claims based on conversion, lender liability,
     usury, fraudulent inducement, misrepresentation and other
     tortious or statutory bases.

Mr. Hamilton adds that the DCHC Claims include no supporting
documents, information or calculations.  Therefore, the DCHC
Entities have failed to carry their burden of providing prima
facie proof of the allowable amounts for the DCHC Claims, if any,
under Section 502 of the Bankruptcy Code.  Accordingly, the DCHC
Claims should not be given any prima facie evidentiary weight
under Rule 3001 of the Federal Rules of Bankruptcy Procedure and
should be disallowed.

Thus, the NCFE Entities ask the Court to:

    (a) disallow Claim Nos. 392, 393, 394, 395, 396, 397 and 398
        on the basis that they have been amended and superseded;
        and

    (b) disallow Claim Nos. 733, 734, 735, 736, 737, 738 and 739,
        including reducing or disallowing the claims based on the
        counterclaims and defenses set forth, together with a
        finding that the defenses are not subject to
        re-characterization.

The NCFE Entities specifically reserve the right to amend these
objections, file additional papers in support of these objections
or take other appropriate actions to:

    (a) respond to any allegation or defense that may be raised in
        a response filed by or on behalf of the DCHC Entities;

    (b) further object to the DCHC Claims in the event the DCHC
        Entities provide additional documentation or
        substantiation; or

    (c) further object to the DCHC Claims based on additional
        information that may be discovered upon further review by
        the NCFE Entities or through discovery pursuant to the
        applicable provisions of the Bankruptcy Rules. (National
        Century Bankruptcy News, Issue No. 18; Bankruptcy
        Creditors' Service, Inc., 609/392-0900)


NETBANK INC: Court OKs Claims Settlement Pact with Ch. 7 Trustee
----------------------------------------------------------------
On June 11, 2003, the California Bankruptcy Court approved a
settlement agreement among NetBank, a wholly owned federal savings
bank subsidiary of NetBank,Inc., Lakeland Bank and the chapter 7
bankruptcy trustee. The Amended NetBank Agreement resolves all
claims of the Trustee with respect to the leases that were
guaranteed by surety bonds and insurance policies issued by Safeco
Insurance Company of America and Illinois Union Insurance Company,
as well as all claims related to the surety bonds and insurance
policies. The Amended NetBank Agreement did not settle the
Trustees alleged claims related to the leases guaranteed with
surety bonds issued by Royal Indemnity Company or its claim
related to those surety bonds.

NetBank believes that the approval of the Amended NetBank
Agreement enhances its position in the separate MDL Proceeding
since the agreement resolves any conflicts previously presented by
the Trustee's assertion of claims relating to the Safeco and
Illinois Union leases and surety bonds. NetBank intends to seek
recovery against Safeco, Illinois Union and Royal for the amounts
paid pursuant to this settlement.

The Trustee's claims against NetBank concern the leases and
related surety bonds that NetBank purchased from Commercial Money
Center,Inc. These claims are based on the Trustee's assertion that
NetBank's interests in the leases were not properly perfected and
that he could avoid those interests, as well as NetBank's
interests in the related surety bonds, under the Bankruptcy Code.
NetBank disputes these claims, but contends that, in any event, it
was the responsibility of CMC, as well as all of the Sureties who
issued surety bonds guaranteeing payment of NetBank's interests in
the leases purchased from CMC, to make sure that NetBank's
interests were properly perfected.

In addition to approving the Amended NetBank Agreement, the
California Bankruptcy Court approved a settlement agreement
between the Trustee and one of the Sureties, Royal Indemnity
Company.

Under the Amended Royal Agreement, Royal has agreed, among other
things, to fund litigation by the Trustee against NetBank to avoid
its interests in the leases that were guaranteed by surety bonds
issued by Royal, as well as NetBank's interests in the surety
bonds themselves. NetBank intends to vigorously defend these
claims and to pursue recovery from Royal for all damages suffered
and costs incurred as a result of Royal's financing of these
claims.


NEXTEL PARTNERS: Closes Private Placement of 8-1/8% Senior Notes
----------------------------------------------------------------
Nextel Partners, Inc. (Nasdaq:NXTP) announced that the previously
announced consent solicitation commenced in connection with its
tender offer for its 14% Senior Discount Notes due 2009 (CUSIP No.
65333FAC1) expired at 5:00 p.m., New York City time, on June 20,
2003, and that Nextel Partners has accepted for purchase
approximately $375.8 million aggregate principal amount at
maturity of the 14% Notes, representing approximately 94% of the
total principal amount at maturity of the 14% Notes.

Nextel Partners has paid $1,059.35 per $1,000 principal value at
maturity of the 14% Notes for all such 14% Notes tendered before
the Consent Date, or total consideration of approximately $398.1
million. Nextel Partners has also received the consents necessary
to amend the indenture governing the 14% Notes to eliminate
certain restrictive covenants and certain related event of default
provisions.

The tender offer expires at 5:00 p.m., New York City time, on July
10, 2003, unless extended by Nextel Partners. Holders who validly
tender their 14% Notes prior to expiration of the tender offer
will receive $1,034.35 per $1,000 face value at maturity of the
14% Notes tendered. The tender offer is being made solely upon the
terms and is subject to the conditions set forth in an Offer to
Purchase and Consent Solicitation Statement dated June 12, 2003.

The 14% Notes were purchased with the net proceeds from Nextel
Partners' private placement of $450 million 8-1/8% Senior Notes
due 2011, which closed Monday. The offer and sale of the 8-1/8%
Notes were not registered under the Securities Act of 1933, as
amended, and the 8-1/8% Notes may not be offered or sold in the
United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws.

A more comprehensive description of the tender offer can be found
in the Offer to Purchase and Consent Solicitation Statement dated
June 12, 2003. Nextel Partners has retained Credit Suisse First
Boston LLC and Morgan Stanley & Co. Incorporated to serve as the
dealer managers, and Mellon Investor Services to serve as the
information agent for the tender offer. Requests for documents may
be directed to Mellon Investor Services by telephone at 800/522-
6645 or 917/320-6286, or in writing at 44 Wall Street, 7th Floor,
New York, New York 10005. Questions regarding the tender offer
should be directed to Credit Suisse First Boston at 800/820-1653
or 212/538-8474, attention: Liability Management Group, or Morgan
Stanley at 800/624-1808 or 212/761-1123, attention: Jeff Kelly.

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

                        *     *     *

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

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

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

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


NHC COMMS: May 2 Balance Sheet Upside-Down by CDN$4.5 Million
-------------------------------------------------------------
NHC Communications Inc. (TSE: NHC), a leading provider of
automated mainframe and cross-connect solutions for the copper-
based telecommunications market, reported its results for the
third quarter of fiscal 2003, ended May 2, 2003.

Revenues for the third quarter of 2003 were $0.31 million,
compared with $0.62 million in the same period in 2002. Net loss
for the third quarter was $3.31 million, compared with a net loss
of $2.67 million for the same period last year.

Deferred revenue increased to $21.04 million as of May 2, 2003
(from nil one year ago). Deferred revenue is comprised of the
deliveries invoiced to customers that are not yet recognized as
revenue. Although the deemed acceptance from its current principal
incumbent local exchange carrier customer will have been received
shortly for all of its products delivered during the last two
quarters, revenues were not yet recognized as at May 2, 2003 since
this customer had not completed the testing of the Company's CMS
version 3 software, a UNIX(TM)/Oracle(TM) element management
system that integrates into this ILEC customer operating support
system (OSS) which controls the ControlPoint(TM) robotic main
distribution frame (MDF), while at the same time the vendor
specific objective evidence of fair value for this undelivered
component of the bundled sale arrangement could not be determined.
To date, all of ControlPoint solutions installed by the Company's
ILEC customers are controlled by CMS 2.4, NHC's Windows(TM) based
software which uses a LAN/WAN to remotely control the robotic MDF.

Based on the most recent information provided by its current
principal ILEC customer with regards to the schedule for testing
and installation of the CMS version 3 software that will upgrade
the currently used Windows(TM) based software, and in accordance
with its revenue recognition policy, the Company expects that all
of the short-term portion of the deferred revenue of $20.14
million will be recorded during the next five months.

During the third quarter, the Company completed shipments of
$0.23 million to its US ILEC no. 1 customer and $0.32 million to
its US ILEC no. 2 customer. "We believe that the decrease in
capital expenditures budgets, regulatory uncertainty relating to
the telecommunications' industry and geopolitical uncertainty all
had an adverse impact on our US ILEC customers to increase their
investments in NHC's products during the first five months of
calendar 2003," said Sylvain Abitbol, Chairman, president and
Chief Executive Officer for NHC. "During the third quarter, we
have been very close and dedicated to our ILEC customers by
providing them with technical support services for installations,
as well as for their testing over NHC's CMS 3 software for its OSS
integration," concluded Mr. Abitbol.

Total operating expenses decreased to $2.61 million in the third
quarter of fiscal 2003, compared with $2.90 million in the same
quarter of last year. This decrease explained by a favorable
adjustment of $0.32 million following the collection of an income
tax credit related to research and development activities of prior
years, and by a decrease in discretionary research and development
and marketing expenses.

Additional information, as well as the Management's Discussion and
Analysis of the financial results, will be filed shortly with the
relevant securities regulatory authorities and will be available
on the NHC Web site at http://www.nhc.com

    Recent highlights

       - On April 16, the Company announced that, following a
         Request for Proposal process, it has received a Letter of
         Intent (LOI) from a major ILEC to supply its
         ControlPoint(TM) automated mainframe solutions. This LOI
         confirmed the deployment of NHC's ControlPoint(TM)
         solutions in three unmanned central offices (COs) and the
         ILEC's immediate intention to enter into negotiations for
         a definitive agreement. Contract negotiations are
         underway and to date, the Company received all of the
         purchase orders related to the LOI, and initiated the
         training process for this ILEC's operating and
         installation personnel.

         This ILEC, one of the world's leading communications
         companies, is NHC's third major carrier to go through
         field trials and select NHC as a supplier of automated
         MDF.

       - On April 7, the Company reached an agreement in principle
         with certain members of senior management pursuant to
         which $1.07 million will be invested in convertible
         debentures of the Company. The debentures will have a
         five-year term, will bear interest at 9% per annum and
         will be secured by a movable hypothec over substantially
         all of the assets of NHC. The debentures will be
         convertible at any time into common shares of NHC at a
         conversion price of $0.60 per share. In addition, 1,667
         warrants to acquire common shares will be issued for each
         $1,000 in principal amount of debentures. Each warrant
         will be exercisable for one common share of NHC and will
         have a term of five years. The debentures will be issued
         in two tranches, the first of which, in the amount of
         $500,000, will close upon receipt of applicable
         regulatory approvals and the second tranche, representing
         the balance of the subscription proceeds, will close
         within thirty days thereafter, subject to the right of
         subscribers to terminate their subscription prior to that
         date. Pending receipt of regulatory approvals, two senior
         members of management have agreed to advance a secured
         bridge loan for an aggregate of $500,000 to NHC, which
         amount will be repaid in full upon closing of the first
         tranche of the debenture financing. The issuance of the
         debentures and the warrants is subject to regulatory
         approval.

       - On April 7, the board of directors of NHC has agreed to
         various cost cutting measures to address certain working
         capital issues the Company is currently facing.
         Specifically, the board has approved head count
         reductions at various levels of the Company as well as
         salary cuts of 10% to 20% at all levels. To compensate
         employees for salary cuts, the board of directors has
         approved the grants of options to acquire an aggregate of
         176,295 common shares of the Company exercisable until
         April 7, 2008 at an exercise price of $0.60 per share.

       - On June 23, 2003, the Company announced its intention to
         enter into an agreement with two members of the senior
         management for a financing in the aggregate amount of
         $150,000 in favor of the Company. The financing will be
         in the form of two convertible debentures in the amount
         of $75,000 each to be issued by the Company in favor of
         the lenders, bearing interests at a annual rate of 9 %
         and guaranteed by a movable hypothec on the universality
         of over substantially all of the assets of NHC and on
         certain specific accounts receivable of the Company. Each
         debenture will be convertible into common shares of the
         Company at a price of $0.88 per share. In consideration
         of the debenture, the Company will also issue in favor
         of each lender a warrant certificate representing 125,000
         warrants for the subscription to common shares of the
         Company. The warrants will carry the right to purchase
         common shares of the Company at a price of $0.88 per
         share and will have a two-year term. At the date of its
         exercise, each warrant will give the right to acquire
         either (i) one common share of the Company if at
         such date of exercise the debenture have been fully
         converted or have not been reimbursed, or (ii) half a
         common share if at such date of exercise the debenture
         has been fully reimbursed. The issuance of the warrant
         certificates is subject to regulatory approvals.

NHC plans to continue to finance its activities from the
collection of sales to its ILEC customers No. 1 and No. 2. In
addition, NHC continues to seek additional long-term financing to
carry out its operations and investing activities.

NHC -- http://www.nhc.com-- is a leading provider of carrier
class test access and deployment solutions for the copper-based
telecommunications and Internet access markets and of innovative
remotely controlled physical layer cross-connect solutions for
established and next-generation voice/data networks. With a unique
range of technologies, NHC is at the heart of today's corporate
enterprise service market and the telecommunications industry. NHC
maintains offices in Montreal, Quebec; Paris, France; and
Manassas, Virginia. NHC's ControlPoint(TM) is an automated, true
any-to-any copper cross-connect switch capable of performing the
four fundamental functions at the heart of all operations
performed by incumbent local exchange carriers, competitive local
exchange carriers, and multiple-tenant units and multiple-dwelling
units: loop qualification, deployment and provisioning, fallback
switching and service migration of DSL, ISDN, E1/T1 and POTS.
"ControlPoint(TM)" is a trademark of NHC Communications Inc.

At May 2, 2003, NHC Communications' working capital deficit tops
CDN$5 million while total shareholders' equity deficit is stands
at about $4.5 million.


NHC COMMUNICATIONS: Entering $150K Management Financing Pact
------------------------------------------------------------
NHC Communications Inc. (TSE: NHC), a leading provider of
automated mainframe solutions for the copper-based
telecommunications and Internet access markets, intends to enter
into an agreement with two members of the senior management for a
financing in the aggregate amount of $150,000 in favor of the
Company.

The financing will be in the form of two convertible debentures in
the amount of $75,000 each to be issued by the Company in favor of
the lenders, bearing interests at a annual rate of 9 % and
guaranteed by a movable hypothec on the universality of over
substantially all of the assets of NHC and on certain specific
accounts receivable of the Company. Each debenture will be
convertible into common shares of the Company at a price of $0.88
per share.

In consideration of the debenture, the Company will also issue in
favor of each lender a warrant certificate representing 125,000
warrants for the subscription to common shares of the Company. The
warrants will carry the right to purchase common shares of the
Company at a price of $0.88 per share and will have a two-year
term.  At the date of its exercise, each warrant will give the
right to acquire either (i) one common share of the Company if at
such date of exercise the debenture have been fully converted  or
have not been reimbursed, or (ii) half a common share if at such
date of exercise the debenture has been fully reimbursed.  The
issuance of the warrant certificates is subject to regulatory
approvals.

The Company intends to use the net proceeds of this financing to
satisfy certain payment obligations and for general purposes.

NHC Communications Inc. is a leading provider of products and
services enabling the management of voice and data communications
for telecommunication service providers. NHC's ControlPoint(TM)
solutions utilize a high-performance software driven Element
Management System controlling an automated, true any-to-any copper
cross-connect switch, to enable incumbent local exchange
carriers and other service providers to remotely perform the four
key tasks that historically have required manual on-site
management. These four tasks fundamental to all operations are
loop qualification, deployment and provisioning, fallback
switching and service migration of Voice and Data services
including DSL and T1/E1. Using ControlPoint(TM), NHC's customers
avoid the risk of human error and dramatically reduce labor and
operating costs. NHC maintains offices in Montreal, Quebec; Paris,
France; and Manassas, Virginia. Visit http://www.nhc.comfor more
information.

At May 2, 2003, NHC Communications' working capital deficit tops
CDN$5 million while total shareholders' equity deficit is stands
at about $4.5 million.


NRG ENERGY: Court Establishes Interim Compensation Procedures
-------------------------------------------------------------
Pursuant to Sections 105(a) and 331 of the Bankruptcy Code and
General Order M-219, NRG Energy, Inc., and its debtor-affiliates
sought and obtained the Court's approval permitting professionals
to seek interim payment of compensation and reimbursement of
expenses in accordance with these Compensation Procedures:

    (a) On or before the 20th day of each month following the
        month for which compensation is sought, each Professional
        seeking compensation, other than a Professional retained
        as an ordinary course professional, will serve a monthly
        statement, by hand or overnight delivery on:

        (1) Scott J. Davido, Esq., General Counsel for the NRG
            Companies;

        (2) counsel for the Debtors, Kirkland & Ellis, Citigroup
            Center, 153 East 53m Street, New York, New York 10022-
            4675;

        (3) the Office of the U.S. Trustee, 33 Whitehall Street,
            21st Floor, New York, New York 10004;

        (4) counsel for any statutory committee of unsecured
            creditors once appointed;

        (5) counsel to the administrative agents for certain of
            the Debtors' prepetition lenders;

        (6) counsel to the Debtors' postpetition lenders;

        (7) the indenture trustees pursuant to the Debtors'
            secured indentures; and

        (8) Xcel and its counsel;

    (b) The monthly statement need not be filed with Court and a
        courtesy copy need not be delivered to the presiding
        judge's chambers since this Procedure is not intended to
        alter the fee application requirements outlined in
        Sections 330 and 331 of the Bankruptcy Code and since
        Professionals are still required to serve and file interim
        and final applications for approval of fees and expenses
        in accordance with the relevant provisions of the
        Bankruptcy Code, the Federal Rules of Bankruptcy Procedure
        and the Local Rules for the United States Bankruptcy Court
        for the Southern District of New York;

    (c) Each monthly fee statement must contain a list of the
        individuals and their respective titles who provided
        services during the statement period, their respective
        billing rates, the aggregate hours spent by each
        individual, a reasonably detailed breakdown of the
        disbursements incurred, and contemporaneously maintained
        time entries for each individual in increments of tenths
        of an hour;

    (d) Each person receiving a statement will have at least 15
        days after service to review the statements and, in the
        event that he or she has an objection to the compensation
        or reimbursement sought in a particular statement, he or
        she will, by no later than the 35th day after the month
        for which compensation is sought, serve upon the
        Professional whose statement is objected to, and the other
        Persons designated to receive statements, a written
        "Notice Of Objection To Fee Statement," setting forth the
        nature of the objection and the amount of fees or expenses
        at issue;

    (e) At the expiration of the 35-day period, the Debtors will
        promptly pay 80% of the fees and 100% of the expenses
        identified in each monthly statement to which no
        objection has been served;

    (f) If the Debtors receive an objection to a particular fee
        statement, they will withhold payment of that portion of
        the fee statement to which the objection is directed and
        promptly pay the remainder of the non-objectionable fees
        and disbursements in the percentages set forth;

    (g) If the parties to an objection are able to resolve their
        dispute after the service of a Notice Of Objection To Fee
        Statement and if the party whose statement was objected to
        serves on all of the notice parties a statement indicating
        that the objection is withdrawn and describing in detail
        the terms of the resolution, then the Debtors will
        promptly pay that portion of the fee statement, which is
        no longer subject to an objection;

    (h) All objections that are not resolved by the parties, will
        be preserved and presented to the Court at the next
        interim or fund fee application hearing to be heard by the
        Court;

    (i) The service of an objection will not prejudice the
        objecting party's right to object to any fee application
        made to the Court in accordance with the Bankruptcy Code
        on any ground whether raised in the objection or not.
        Furthermore, the decision by any party not to object to a
        fee statement will not be a waiver of any kind or
        prejudice that party's right to object to any fee
        application subsequently made to the Court in accordance
        with the Bankruptcy Code;

    (j) Approximately every 120 days, but not more than every 150
        days, each of the professionals will serve and file with
        the Court an application for interim or final Court
        approval and allowance of the compensation and
        reimbursement of expenses requested;

    (k) Any professional who fails to file an application seeking
        approval of compensation and expenses previously paid
        under this Procedure when due:

        (1) will be ineligible to receive further monthly payments
            of fees or expenses as provided until further Court
            order, and

        (2) may be required to disgorge any fees paid since
            retention or the last fee application, whichever is
            later;

    (l) The pendency of an application or a Court order that
        payment of compensation or reimbursement of expenses was
        improper as to a particular statement will not disqualify
        a Professional from the future payment of compensation or
        reimbursement of expenses, unless otherwise ordered by the
        Court;

    (m) Neither the payment of, nor the failure to pay, in whole
        or in part, monthly compensation and reimbursement will
        have any effect on this Court's interim or final allowance
        of compensation and reimbursement of expenses of any
        Professionals; and

    (n) Counsel for any official committee may collect and submit
        statements of expenses, with supporting vouchers, from
        members of the committee he or she represents; provided,
        however, that the committee counsel ensures that the
        reimbursement requests comply with the Court's
        Administrative Orders dated June 24, 1991 and April 21,
        1995.

The Court further orders that each professional may seek, in its
first request for compensation and reimbursement of expenses,
compensation for work performed and reimbursement of expenses
incurred during the period beginning on the date of the
Professional's retention and ending June 30, 2003.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, in New, York,
asserts that the Compensation Procedures are justified because
they will:

    (a) enable parties-in-interest to monitor more closely the
        costs of administration,

    (b) diminish undue financial burdens on the Professionals and
        avoid having Professionals fund the costs of the Debtors'
        reorganization, and

    (c) permit the Debtors to better predict and manage their
        monthly cash costs. (NRG Energy Bankruptcy News, Issue No.
        5; Bankruptcy Creditors' Service, Inc., 609/392-0900)


NUEVO ENERGY: Redeems $157MM of 9-1/2% Senior Subordinated Notes
----------------------------------------------------------------
Nuevo Energy Company (NYSE:NEV) (S&P/BB-/Stable) announced that
the partial redemption of $157.2 million of the $257.2 million
9-1/2% Senior Subordinated Notes due June 1, 2008 was completed
effective June 23, 2003. The Notes were redeemed at 104.75% per
Note and the partial redemption was funded by a combination of
cash on hand and bank debt.

Nuevo Energy Company is a Houston, Texas-based company primarily
engaged in the acquisition, exploitation, development, exploration
and production of crude oil and natural gas. Nuevo's domestic
producing properties are located onshore and offshore California
and in West Texas. Nuevo is the largest independent producer of
oil and gas in California. The Company's international producing
property is located offshore the Republic of Congo in West Africa.
To learn more about Nuevo, refer to the Company's internet site at
http://www.nuevoenergy.com


OGLEBAY NORTON: Appoints John P. O'Brien to Board of Directors
--------------------------------------------------------------
Oglebay Norton Company (Nasdaq: OGLE) announced that John P.
O'Brien has joined its board of directors.

Mr. O'Brien currently serves as a Managing Director of Inglewood
Associates, Inc., a private investment and consulting firm
specializing in turnarounds of financially underperforming
companies, litigation support, and valuation services. Prior to
joining Inglewood, Mr. O'Brien was the Southeast Regional Managing
Partner for Price Waterhouse resident in Atlanta, and a member of
the firm's Policy Board and Management Committee.

Oglebay Norton Company President and Chief Executive Officer
Michael D. Lundin commented: "We are very pleased to have John
O'Brien join our board. He has demonstrated exceptional ability
working with distressed companies and helping them improve their
performance. His experience, insight and guidance will be valuable
assets for Oglebay Norton Company as we continue to strive to
improve our operations, reduce our debt and return to
profitability."

During Mr. O'Brien's career at Price Waterhouse, he worked on a
number of that firm's largest clients, including, in Cleveland:
Goodyear Tire & Rubber, Cleveland Electric Illuminating, East Ohio
Gas, and Diamond Shamrock. In Atlanta, he had direct
responsibility for National Data Corporation, Management Science
America, and the firm's restructuring assistance to Southmark
Corporation in Dallas.

Mr. O'Brien served as Chairman of the Board and Chief Executive
Officer of Jeffrey Mining Products L.P., a manufacturer and
distributor of underground mining products, including continuous
miners, haulage systems, and ventilation fans, from 1995 until
1999.

Additionally, he has served as the chairman of the board of Allied
Construction Products, LLC, a manufacturer and distributor of
hydraulic and pneumatic demolition, compaction, and horizontal
boring tools and trench shoring devices, since 1993. He also
serves as a Director or Trustee of the following: Century Aluminum
Company (NASDAQ); Cleveland Sight Center (and Past President);
MainStreet Chagrin Falls (currently President); and The Country
Club of Pepper Pike.

Mr. O'Brien received a Bachelor of Science degree from the
University of Pennsylvania's Wharton School in 1963. He also holds
a current, but inactive Certified Public Accountant certificate.

Oglebay Norton Company, a Cleveland, Ohio-based company, provides
essential minerals and aggregates to a broad range of markets,
from building materials and home improvement to the environmental,
energy and metallurgical industries. Building on a 150-year
heritage, our vision is to be the best company in the industrial
minerals industry. The company's Web site is located at
http://www.oglebaynorton.com

As reported in Troubled Company Reporter's June 18, 2003 edition,
Oglebay Norton Company extended the waiver from its bank group for
certain covenants of its senior secured bank loan agreements. The
waiver extension resets all covenant restrictions through
August 15, 2003. The Company is in discussions with its senior
bank group and its senior secured note holder group on longer-term
amendments to the various lending agreements.


ONE PRICE CLOTHING: May 3 Balance Sheet Upside-Down by $1.2 Mil.
----------------------------------------------------------------
One Price Clothing Stores, Inc. (Nasdaq: ONPR) reported financial
results for the thirteen-week period ended May 3, 2003.

For the thirteen-week period ended May 3, 2003, the Company
reported a net loss of $5.4 million compared with net income of
$0.4 million for the same thirteen-week period last year.  As
previously reported, net sales for the thirteen-week period ended
May 3, 2002 were $77.2 million as compared with $87.3 million for
the same period last year.  The Company operated thirty fewer
stores on average in the first quarter of 2003 than in the same
period last year.  Comparable store sales decreased 10.0 percent
during the quarter.

The Company's May 3, 2003 balance sheet shows a working capital
deficit of about $26 million, and a total shareholders' equity
deficit of about $1.2 million.

Leonard M. Snyder, Chairman & Chief Executive Officer, commented,
"Our financial results for the first quarter are very
disappointing.  Continuing economic uncertainty due, in part, to
the conflict in Iraq resulted in lackluster demand for apparel.
Sales were also negatively impacted by continued cool and wet
weather in many of our markets, as well as imbalances in inventory
in select merchandise categories.  The Company also faced
significantly greater price competition which resulted in lower
gross margin as compared to the first quarter last year.
Unfortunately, selling conditions have not materially changed thus
far in the second quarter.  Accordingly, inventories are being
held to appropriate levels due to the uncertain demand
environment.

"As we announced last week, the Company has executed a stock
purchase agreement with an affiliate of Sun Capital Partners, Inc.
whereby 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.  We
also announced that the Company had 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.  We continue to work
to satisfy these closing conditions and expect to complete the Sun
Capital acquisition and the working capital facility enhancements
on or before June 30, 2003," concluded Mr. Snyder.

One Price Clothing Stores, Inc., operates a national chain of
retail specialty stores offering first quality, in-season apparel
and accessories for women and children at exceptional values every
day.  The Company 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.


ORBITAL SCIENCES: S&P Gives $135M Unsecured Notes B+ Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
Orbital Sciences Corp.'s proposed $135 million senior unsecured
notes due 2011 to be sold under Rule 144A with registration
rights. At the same time, Standard & Poor's affirmed its ratings,
including the 'B+' corporate credit rating, on Orbital. The
outlook is stable.

The proceeds from the proposed notes are to be used to refinance
Orbital's outstanding $135 million 12% second-priority secured
notes due 2006 via a tender offer. In addition, the company will
be replacing its $35 million secured revolving credit facility
with a new secured revolver. The expected lower coupon on the new
notes is likely to result in improved earnings protection measures
in 2003.

"The ratings on Dulles, Virginia-based Orbital reflect the
company's modest size and somewhat high debt leverage, offset by
leading positions in market niches and increased military
spending, especially for national missile defense," said Standard
& Poor's credit analyst Christopher DeNicolo.

Orbital is a leading provider of small launch vehicles and small
geostationary communications satellites, as well as boost vehicles
and targets for the U.S. national missile defense program. The
company has divested a number of units over the past two years to
focus on its core launch vehicle and satellite operations. The
launch vehicle segment has been bolstered by a contract with
Boeing, which could be worth over $1 billion with options over the
next seven years, to develop the booster for one segment of the
U.S. national missile defense program. Orbital's Pegasus and
Taurus small launch vehicles have been affected by weakness in
the overall launch services market. The GEO satellite program had
been operating at a loss due to development costs, but is now
profitable. Demand for communications satellites has been weak due
to overcapacity, but the company's small GEO satellites could
benefit from their lower capital costs and ability to add
incremental capacity.

Earlier this year Orbital reached an agreement with bankrupt
affiliate ORBIMAGE where upon the launch of the OrbView-3 imagery
satellite Orbital will pay ORBIMAGE $2.5 million and will be
released from all claims by ORBIMAGE and its creditors. 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. The satellite is
scheduled to be launched by the end of June 2003.

Profitability improved significantly in 2002, reversing net losses
the past two years, due to the turnaround in the company's
satellite operations and the elimination of the exposure to
ORBIMAGE. Operating margins were over 11% in 2002. Cash generation
also improved, with funds from operations to debt a respectable
27%. However, free cash flow was negative, due largely to the
payment of around $50 million in vendor financing as well as
modest capital expenditures. Further increases in profitability
and positive free cash flow are expected in 2003.

Revenues, profitability, and cash flows are expected to benefit
from the NMD contract, improved satellite operations, and the
settlement of the ORBIMAGE contingency, resulting in modest
improvement to the company's overall financial profile over the
intermediate term.


ORGANOGENESIS: Files Amended Plan and Disclosure Statement
----------------------------------------------------------
On June 19, 2003, Organogenesis Inc. (ORGG-PK) filed an amended
plan of reorganization and disclosure statementwith the United
States Bankruptcy Court for the District of Massachusetts. The
Plan incorporates a funding proposal from a group of unsecured
creditors (including current and former officers and directors of
the Company) under the terms and conditions set forth in a plan
funding agreement approved by the Bankruptcy Court on June 18,
2003. The filing of the Plan will keep the Company's "fast-track"
voluntary Chapter 11 reorganization on schedule and put in motion
a timeline for emerging from Chapter 11 protection in August 2003.

The Plan is subject to approval by the Bankruptcy Court. The Plan
contemplates that, subject to certain possible adjustments and
limitations set forth in the Plan, a cash distribution of 35% will
be made to the holders of allowed general unsecured claims but
that no distribution will be made on shares of the Company's
outstanding preferred and common stock, which will be cancelled on
the Plan's effective date. Under the Plan, all shares of new
common stock of the Company, as reorganized, will be distributed
to the members of the plan funding group and the holder(s) of the
$10,350,000 allowed claim of Novartis Pharma AG, the former
distributor of Apligraf(R), the Company's flagship product.

The Official Committee of Unsecured Creditors supports the Plan.
If the Bankruptcy Court approves the adequacy of the Disclosure
Statement at a hearing to be held on June 26, 2003, the Company
will be able to commence solicitation of votes for confirmation of
the Plan by its creditors. The Bankruptcy Court has scheduled a
confirmation hearing for the Plan for August 12, 2003.

The Plan, as proposed, will be funded through a combination of the
Company's available cash and capital contributions or loans from
the plan funding group.

Gary S. Gillheeney, Chief Operating Officer of the Company, said,
"The filing of the Plan represents a critical step forward in the
resolution of the company's reorganization efforts. Organogenesis
continues to demonstrate a new focus and is committed to emerge
from Chapter 11 later this year as a stronger competitor."

Organogenesis was the first company to develop and gain FDA
approval for a mass-produced product containing living human
cells. The Company's principal product, Apligraf, a living, bi-
layered skin substitute, has received FDA approval for the
treatment of diabetic foot ulcers and venous leg ulcers.


PRIMUS KNOWLEDGE: Regains Compliance with Nasdaq Requirements
-------------------------------------------------------------
Primus Knowledge Solutions, Inc. (Nasdaq:PKSI) has received
notification from the Nasdaq Stock Market that the company had
regained compliance with Nasdaq's minimum bid price rule.

Primus' closing stock price has been at or above the minimum bid
price requirement of $1.00 for 10 or more consecutive trading
days. Accordingly, Primus is currently in full compliance with all
listing requirements of the Nasdaq SmallCap Market, and Nasdaq's
delisting matter has been closed.

For more than a decade, Primus(R) (Nasdaq:PKSI) has provided
knowledge management software solutions that help companies
define, meet, and exceed the productivity and quality goals of
their contact centers, help desks, and Web self-service
environments. Businesses around the world use Primus software to
increase customer satisfaction, improve employee efficiency, and
lower operating costs. Primus customers include such industry
leaders as 3Com, The Boeing Company, Concord Communications, EMC,
Enterasys, Ericsson, Inc., Fujitsu Limited, Inc., IBM, Motorola,
Novell, and VeriSign. For more information, visit
http://www.primus.com

                         *     *     *

            Liquidity and Going Concern Uncertainty

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

"Our operations have historically been financed through issuances
of common and preferred stock. For the quarter ended March 31,
2003, we incurred a net loss of approximately $1,130,000 and
operating activities provided cash of approximately $224,000. At
March 31, 2003, we have working capital of approximately $6.9
million. We believe we have sufficient resources to continue as a
going concern through at least March 31, 2004. To reduce our cash
used in operations, we put in place cost containment efforts
during 2001 and restructured our operations during 2001 and 2002
by reducing headcount, exclusive of attrition, by 104 employees
and eliminating excess facilities. Our plan to address our
liquidity issues is to generate sufficient revenue from customer
contracts or further reduce costs to provide positive cash flows
from operations. There can be no assurance that we will be able to
generate sufficient revenue from customer contracts, or further
reduce costs sufficiently, to provide positive cash flows from
operations. If we are not able to generate positive cash flows
from operations, we will need to consider alternative financing
sources. Alternative financing sources may not be available when
and if needed by us or on favorable terms."


PSC INC: S.D.N.Y. Court Confirms Plan of Reorganization
-------------------------------------------------------
PSC Inc. (OTCBB: PSCX.OB), a global provider of integrated data-
collection solutions and services for the retail supply chain,
announced that on June 19, 2003 the U.S. Bankruptcy Court for the
Southern District of New York confirmed the Company's Plan of
Reorganization, allowing the Company to take the final actions
necessary to emerge from Chapter 11.

"Since filing to reorganize just eight months ago, PSC has
successfully restructured the Company's financial position,
strengthened and refined its business and built a foundation from
which we can grow. PSC will emerge from this process a leaner,
more competitive Company with a strong balance sheet," said
President and CEO Edward J. Borey.

The Company noted that under the terms of the Plan, one or more
affiliates of Littlejohn & Co., L.L.C., a private equity firm,
will convert into new equity a significant portion of the
Company's debt that it acquired in November 2002, immediately
prior to the commencement of the Company's bankruptcy proceedings.
All of PSC's existing preferred and common stock will be canceled.
Following the transaction, PSC will become a private company.

PSC's debt will be reduced from approximately $124.1 million to
approximately $34.5 million and the annual interest expense will
be reduced from approximately $13.7 million to approximately $2.8
million. "This will provide the Company with additional resources
to compete more effectively in the marketplace, along with
financial flexibility to invest in the Company's future," Borey
noted.

"The restructuring process would not have been as successful in
such a short period of time without the hard work and dedication
of every PSC employee. We are also very appreciative of the
cooperation and commitment we received from all of our
constituents," said Borey.

PSC provides innovative data-collection solutions for the retail
supply chain worldwide. Its range of products includes mobile and
wireless data-capture terminals, self-checkout systems, and fixed-
position and handheld bar code scanners. PSC(R) products are used
to improve efficiency, speed, and agility in the retail, and
warehouse and distribution sectors. Headquartered in Portland,
Oregon, PSC has major manufacturing facilities in Eugene, Oregon
as well as sales and service offices throughout the Americas,
Europe, Asia and Australia. To learn more about PSC, visit
http://www.pscnet.com


PENTHOUSE INT'L: Eisner LLP Steps Down as Independent Auditors
--------------------------------------------------------------
On May 30, 2003, Penthouse International Inc. filed communication
with the SEC to report the resignation of Eisner LLP as its
independent certified public accountants and certain other
matters.  A copy of the letter dated June 6, 2003, from Eisner to
the Securities and Exchange Commission states in part:

    "Our report on our audit of Penthouse International, Inc.'s
financial statements for the year ended December 31, 2002 included
both an explanatory paragraph to reflect the conclusion that
substantial doubt exists about the entity's ability to continue as
a going concern and an emphasis of matter paragraph regarding the
Registrant's debt obligation. We did not qualify our opinion.

   "During the period subsequent to December 31, 2002 and
preceding our resignation we were asked by the Company to consider
the accounting treatment regarding a website management agreement.
We communicated to accounting personnel of the Registrant our
preliminary view, the transaction did not appear to result in the
culmination of an earnings process. We note that the Form 10-Q, as
filed, has taken a position that is contrary to our preliminary
view. Such view, however, is tentative since we did not review the
interim financial statements as of and for the three-month period
ended March 31, 2003."


POLYPHALT: Grandwin Extends Loan Repayment Deadline Until Sat.
--------------------------------------------------------------
Polyphalt Inc., announced that Grandwin Holdings Limited has
agreed to further extend the time for repayment of its secured
loan until June 28, 2003 while Polyphalt continues to seek for
other refinancing or investor alternatives. As previously
announced, Grandwin issued a demand for repayment of its secured
loan to Polyphalt in a notice dated June 4, 2003 and has
previously agreed to extend the repayment date under the Loan
Agreement until June 21, 2003.


RELIANCE GROUP: Committee Hires Crossroads for Financial Advice
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Reliance Group
Holdings, Inc., and debtor-affiliates, seeks the Court's authority
to retain Crossroads as financial advisors.

Arnold Gulkowitz, Esq., at Orrick, Herrington & Sutcliffe,
explains that within a few months, a plan of reorganization will
be promulgated.  Therefore, the Committee needs to develop a
perspective on RGH's assets and operations and perform an analysis
in the scope of an enterprise valuation.  Crossroads have an
excellent reputation for providing high quality advisory services
in bankruptcy reorganizations and considerable experience in asset
valuation and viability assessments.

Pursuant to an engagement letter, Crossroads will render these
services to the Committee:

    (a) A valuation of the assets scheduled to be disbursed to the
        Debtors' creditors represented by the Committee as
        outlined in the plan of reorganization; and

    (b) A valuation recovery range estimate of the claims filed by
        the Debtors' creditors represented by the Committee.

The Engagement Letter is signed by Eric R. Johnson and Mohan V.
Phansalkar, Co-Chairpersons of the Official Unsecured Creditors'
Committee.

Crossroads advises the Committee that it tracks billing time in
one-tenth hour increments.  Crossroads will receive $40,000 as an
initial upfront fee.  Crossroads' current hourly rates are:

                Principals               $495 - 595
                Managing Directors        430 - 495
                Directors                 350 - 425
                Senior Consultants        330 - 390
                Consultants               225 - 335
                Associates                150 - 210

Crossroads will seek reimbursement for out-of-pocket expenses
incurred in connection with these cases.

Holly Felder Etlin, a principal at Crossroads, assures the Court
that the firm is a disinterested person, within the meaning of
Section 101(14) of the Bankruptcy Code and does not represent or
hold any interest adverse to the Debtors, its estates or
creditors. (Reliance Bankruptcy News, Issue No. 38; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


RIBAPHARM: ICN Airs Disappointment with Board's Recommendation
--------------------------------------------------------------
ICN Pharmaceuticals, Inc. (NYSE: ICN) issued the following
statement in response to Monday's announcement by the Board of
Directors of Ribapharm Inc. (NYSE: RNA).

ICN Chairman and Chief Executive Officer, Robert W. O'Leary,
stated, "We are disappointed in Ribapharm's recommendation and
other actions.  We continue to believe our cash offer of $5.60 per
Ribapharm share represents a substantial premium to the
fundamental value of Ribapharm shares on a standalone basis.  We
are reviewing our options.

"As we've previously stated, we and our financial advisors remain
available to meet with Ribapharm's board or financial advisors to
discuss the merits of our offer."

ICN's tender offer expires at 12:00 midnight, New York City time,
on Tuesday, July 22, 2003.

ICN's Offer to Purchase and certain other documents are on file
with the Securities and Exchange Commission. Ribapharm
stockholders and other interested parties are urged to read ICN's
Offer to Purchase and other relevant documents filed with the SEC
because they contain important information.  These offering
materials, together with a letter of transmittal, have been mailed
to Ribapharm stockholders.  Ribapharm stockholders will be able to
receive such documents free of charge at the SEC's Web site,
http://www.sec.gov or from ICN at 3300 Hyland Avenue, Costa Mesa,
CA 92626, Attn: Investor Relations.

The Depositary for the tender offer is the American Stock Transfer
& Trust Company, 59 Maiden Lane, Plaza Level, New York, NY 10038.
The Dealer Manager for the tender offer is Goldman, Sachs & Co.,
85 Broad Street, New York, NY 10004. The Information Agent for the
tender offer is Georgeson Shareholder Communications Inc., 17
State Street, 10th Floor, New York, NY  10004.  Banks and brokers
call collect (212) 440-9800.  All others call toll free (800) 965-
5215.

ICN is an innovative, research-based global pharmaceutical company
that manufactures, markets and distributes a broad range of
prescription and non-prescription pharmaceuticals under the ICN
brand name.  Its research and new product development focuses on
innovative treatments for dermatology, infectious diseases and
cancer.

Ribapharm, whose March 31, 2003 balance sheet shows a total
shareholders' equity deficit of about $335 million, is a
biopharmaceutical company that seeks to discover, develop, acquire
and commercialize innovative products for the treatment of
significant unmet medical needs, principally in the antiviral and
anticancer areas.


SASKATCHEWAN WHEAT: Hosting Q3 Results Conference Call Today
------------------------------------------------------------
Saskatchewan Wheat Pool, a leading provider of grain handling,
merchandising and agri-products services, will be hosting a
conference call regarding its third quarter results for the period
ending April 30, 2003. Media and other interested parties are
invited to listen to the call.

Wednesday, June 25, 2003

Time:     8:30 a.m. CST (10:30 a.m. EST)

Dial-in:  1-416-695-5261
          (Please dial in at least five minutes prior to scheduled
            start time)

                          *   *   *

As reported in Troubled Company Reporter's June 19, 2003 edition,
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on Saskatchewan Wheat Pool to 'B' from 'SD'
(selective default). At the same time, the senior secured debt
rating was raised to 'B' from 'D' and the ratings on the company's
subordinated notes and convertible debentures were raised to
'CCC+' from 'D'.  The outlook is stable.

"The ratings reflect the company's completion of its financial
restructuring, a relatively stable market position with a modern
grain-handling infrastructure, and an expected return to more
historical levels of profitability in fiscal 2004 (year ending
July 2004), following the two worst drought years in the past
century for Canadian grain handlers," said Standard & Poor's
credit analyst Don Povilaitis. These factors are offset by fiscal
2003 results, which are expected to be extremely weak; leverage
that remains relatively high; and liquidity that is somewhat
constrained.


SCORES HOLDING: Anticipates Improved 2003 Financial Results
-----------------------------------------------------------
Scores Holding Company Inc. (OTC Bulletin Board: SCOH) Richard
Goldring, Chairman and Chief Executive Officer of SCOH projects
operating income for 2003 to nearly double and cash flow to
increase.

"We are very pleased to see our strategies continuing to add value
to the Company, especially looking ahead to our first year of
profitability for SCOH. We intend to continue building on the
accomplishments we have achieved so far this year, which will
include the swing to operating income from operating loss and to
positive free cash flow," Goldring said. "2003 third and fourth
quarter segment results are expected to be higher than last year
due to an increase in license fees from SCORES SHOWROOM in New
York, the opening of SCORES CHICAGO in late August and the opening
of SCORES WEST in New York in late September. The expenses of our
recent restructuring were reported in the first quarter and will
further reduce our cost structure going forward. We anticipate
SCORES SHOWROOM to achieve gross revenues for 2003 which should
equate to over $1,000,000 in license fees to the Company with
SCORES WEST and SCORES CHICAGO contributing another estimated
$250,000 in combined licensing fees from their first quarter of
operations.

"The Company owns the brand and intellectual property associated
with the "SCORES" trademark, which is the most recognizable name
in adult nightclub entertainment. Since our recent restructuring
our new business strategy will be to focus our efforts to actively
market the "SCORES" brand name in order to take full commercial
advantage of the name and its recognition value. We will continue
to seek, through Entertainment Management Services Inc. our Master
Licensee, to generate revenue by granting licenses to use the
"SCORES" brand name to adult entertainment nightclubs. We will
also shift our focus to take advantage of merchandising
opportunities as well as opportunities in other media outlets.

"On March 31, 2003, we entered into a Master License Agreement
with Entertainment Management Systems, Inc. The Master License
grants to EMS the exclusive worldwide license to use and to grant
sublicenses to use the "SCORES" trademarks in connection with the
ownership and operation of upscale, adult-entertainment cabaret
night clubs/restaurants and for the sale of merchandise by such
establishments. Merchandise must relate to the nightclub that
sells it, and may be sold at the nightclub, on an internet site
maintained by the nightclub, by mail order and by catalogue. The
term of the Master License is twenty years. EMS has the option to
renew the Master License for six consecutive five-year terms. We
will receive royalties equal to 4.99% of the gross revenues of all
sublicensed clubs that are controlled by EMS. Sublicenses are
currently in effect with three adult nightclubs, SCORES SHOWROOM
in New York City, SCORES WEST in New York City and SCORES
CHICAGO."

As of its latest Form 10-Q filing for the quarter ended September
30, 2002, the company posted a working capital deficit of $254,025
and total shareholders' equity deficit of $38,441.


SENTRY TECHNOLOGY: Clinches $1 Mill. Supplier Debt Restructuring
----------------------------------------------------------------
Sentry Technology Corporation (OTC Bulletin Board: SKVY) announced
the restructuring and postponement of approximately $1,100,000 of
its supplier debt as part of a comprehensive plan to restructure
the Company. Creditors participating in the plan will be paid 10
cents on the dollar over three years beginning January 2004. They
will also receive two shares of unregistered Sentry common stock
per dollar of debt.

"The restructuring of approximately 75% of past due supplier debt
is one of several steps being taken to improve our balance sheet,"
said Peter L. Murdoch, President and CEO of Sentry Technology
Corporation. "We greatly appreciate the support and assistance of
our suppliers and we anticipate their partnership in Sentry's
future will be rewarded through an increase in the value of the
Company."

Sentry Technology Corporation -- whose March 31, 2003 balance
sheet shows a total shareholders' equity deficit of about $940,000
-- designs, manufactures, sells and installs a complete line of
Radio Frequency (RF) and Electro-Magnetic (EM) EAS systems and
Closed Circuit Television (CCTV) solutions. The CCTV product line
features SentryVision(R) SmartTrack, a proprietary, patented
traveling Surveillance System. The company's products are used by
retailers to deter shoplifting and internal theft and by
industrial and institutional customers to protect assets and
people. The Company's partnership with Dialoc ID Holdings BV
expands the Company's product offering to include RFID and
proximity Access Control solutions. For further information please
visit its Web site at http://www.sentrytechnology.com


SLATER STEEL: Wants Nod to Hire Jones Day as Bankruptcy Counsel
---------------------------------------------------------------
Slater Steel U.S., Inc., and its debtor-affiliates seek approval
from the U.S. Bankruptcy Court for the District of Delaware to
employ Jones Day as their bankruptcy counsel.

The Debtors tell the Court that Jones Day is particularly well
suited for the type of representation it requires.  Jones Day is
one of the largest law firms in the United States, with a national
and international practice, and has substantial experience in
virtually all aspects of the law that may arise in these chapter
11 cases. In particular, Jones Day bas extensive bankruptcy and
restructuring, corporate, employee benefits, environmental,
finance, intellectual property, labor and employment, litigation,
real estate, securities and tax expertise.

Jones Day is also intimately familiar with the Debtors' businesses
and financial affairs since the firm rendered a variety of legal
services to the Debtors since 2001.  Through these various
prepetition activities, Jones Day's professionals have worked
closely with the Debtors' management and other professionals and
have become well acquainted with the Debtors' corporate history,
debt structure, business and related matters.

In this engagement, the Debtors expect Jones Day to:

     a) advise the Debtor's of their rights, powers and duties
        as debtors and debtors in possession continuing to
        operate and manage their respective businesses and
        properties under chapter 11 of the Bankruptcy Code;

     b) prepare on behalf of the Debtors all necessary and
        appropriate applications, motions, draft orders, other
        pleadings, notices, schedules and other documents and
        review all financial and other reports to be filed in
        these chapter 11 cases;

     c) advise the Debtors concerning, and prepare responses to,
        applications, motions, other pleadings, notices and
        other papers that may be filed and served in these
        chapter 11 cases;

     d) advise the Debtors with respect to, and assist in the
        negotiation and documentation of; financing agreements
        and related transactions;

     e) review the nature and validity of any liens asserted
        against the Debtors' property and advise the Debtors
        concerning the enforceability of such liens;

     f) advise the Debtors regarding their ability to initiate
        actions to collect and recover property for the benefit
        of their estates;

     g) counsel the Debtors in connection with the formulation,
        negotiation and promulgation of a plan or plans of
        reorganization and related documents;

     h) advise and assist the Debtors in connection with any
        potential property dispositions;

     i) advise the Debtors concerning executory contract and
        unexpired lease assumptions, assignments and rejections
        and lease restructurings and recharacterizations;

     j) assist the Debtors in reviewing, estimating and
        resolving claims asserted against the Debtors' estates;

     k) continence and conduct any and all litigation necessary
        or appropriate to assert rights held by the Debtors,
        protect assets of the Debtors' chapter 1 I estates or
        otherwise further the goal of completing the Debtors'
        successful reorganization;

     l) provide corporate governance, litigation and other
        general nonbankruptcy services for the Debtors to the
        extent requested by the Debtors; and

     m) perform all other necessary or appropriate legal
        services in connection with these chapter 11 cases for
        or on behalf of the Debtors.

The customary hourly rates of Jones Day's professionals working on
Slater Steel's cases are:

     Paul E. Harner          Partner         $625 per hour
     Lawrence C. DiNardo     Partner         $490 per hour
     Richard H. Engman       Associate       $395 per hour
     Mark A. Cody            Associate       $395 per hour
     Reginald A. Greene      Associate       $350 per hour
     Ilana N. Glazier        Associate       $295 per hour
     Daniel B. Prieto        Associate       $295 per hour
     H. Joseph Acosta        Associate       $290 per hour
     Robert E. Krebs         Associate       $200 per hour
     Ronald  L. Cappellazzo  Staff Attorney  $155 per hour

The Debtors also seek the Court's approval to retain Richards
Layton & Finger as co-counsel in these cases.  The Debtors assure
the Court that the two firms will do everything to avoid
duplication of efforts in their duties representing the Debtors.

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


SLI INC: Delaware Court Confirms Chapter 11 Reorganization Plan
---------------------------------------------------------------
SLI, Inc., announced that on June 19, 2003, the U.S. Bankruptcy
Court for the District of Delaware confirmed the amended Plan of
Reorganization that was filed by the Company and its U.S.
subsidiaries. Confirmation of the amended Plan should permit the
Company to meet its goal of emerging from Chapter 11 on or about
June 30, 2003. The Plan garnered overwhelming support from its
unsecured creditors and the secured lenders. Emergence from
Chapter 11 is subject to the order becoming a final order,
consummation of the purchase of equity in the reorganized Company
by the secured lenders and funding of a term loan by the secured
lenders.

"We are pleased that our Plan has been confirmed by the Court and
was supported by an overwhelming majority of our creditors," said
a spokesperson from the Company. "This is wonderful news for our
employees, customers and suppliers, and we want to thank all of
them for their support."

As previously announced and in accordance with the Plan, holders
of prepetition secured claims will receive 100% of the equity in
reorganized SLI. Holders of general unsecured claims will receive
a pro rata distribution of an agreed upon cash payment and a
funded interest in certain preference and other claims. There will
be no recovery for SLI's prepetition stockholders and their stock
will be cancelled.

SLI and its U.S. subsidiaries filed voluntary petitions for
reorganization under Chapter 11 of the Bankruptcy Code in the U.S.
Bankruptcy Court for the District of Delaware on September 9,
2002.

SLI, Inc., based in Canton, MA, is a vertically integrated
designer, manufacturer and seller of lighting systems, which are
comprised of lamps and fixtures. The Company offers a complete
range of lamps (incandescent, fluorescent, compact fluorescent,
high intensity discharge, halogen, miniature incandescent, neon,
LED and special lamps). The Company also offers a comprehensive
range of fixtures. The Company serves a diverse international
customer base and markets, has 35 plants in 11 countries and
operates throughout the world. The Company believes that it is
also the #1 global supplier of miniature lighting products for
automotive instrumentation.


SPIEGEL: Wants Go-Signal to Sell Certain Accounts & Receivables
---------------------------------------------------------------
Andrew V. Tenzer, Esq., at Shearman & Sterling, in New York,
reminds the Court that The Spiegel Debtors previously operated
through two segments: retail merchandising and bankcard.  Under
the bankcard segment are the operations of the First Consumers
National Bank and Financial Services Acceptance Corporation,
which are the Debtors' wholly owned non-Debtor subsidiaries.

In January 2003, in contemplation of a pending liquidation of
FCNB, Mr. Tenzer relates that the Debtors' merchant companies --
Eddie Bauer, Spiegel Catalog, and Newport News -- began issuing
their own-private label cards using Gemini Credit Services, Inc.,
a wholly-owned debtor subsidiary, as servicer.  Thus, the
Merchant Companies own these credit card accounts and the
generated receivables.  The receivables generated by the
merchant-issued cards have been serviced by Gemini, which in turn
has subcontracted the servicing of the Receivables to FCNB.

Pursuant to the liquidation plan, FCNB will cease servicing
credit cards by June 30, 2003.  In this regard, the Debtors have
been forced to examine other options with respect to their
Accounts and Receivables.  The Debtors considered:

    -- liquidating the Receivables themselves;

    -- appointing a new third party servicer to replace FCNB by
       June 30, 2002; or

    -- selling the Receivables to a third party liquidator.

The Debtors have concluded that it would not be a good idea to
assume the economic and business risk of undertaking the
liquidation of the Receivables on their own.  Moreover, no
feasible opportunities with third party servicers have been
uncovered.

The Debtors believe that a sale of the Accounts and Receivables
to a potential third party purchaser is the best way out.  The
Debtors note that the finality and termination of obligations
associated with a sale of the Accounts and Receivables is
advantageous to them.  Mr. Tenzer explains that selling relieves
the Debtors of all their obligations with respect to the
Receivables in exchange for a purchase price.

In light of this, the Debtors embark on marketing the Accounts
and Receivables to potential purchasers.  Their advisors are
currently contacting a number of potential takers.  They are also
in the process of evaluating the preliminary expressions of
interest they have received so far.

By this motion, the Debtors ask the Court for authority to sell
the Accounts and Receivables to a "stalking horse" bidder or to
any other party that submits a higher and better bid.

The Debtors anticipate selling the principal amount of outstanding
Receivables and all Accounts to a potential buyer in exchange for
a guaranteed percentage recovery on the principal amount.  There
may be a provision for reduction of the purchase price for, among
other things, the Receivables generated fraudulently or for the
Receivables which may be the subject of a cardholder bankruptcy
about which the Debtors had not yet received notice before the end
of the buyer's due diligence.  But the Debtors do not anticipate
that the potential reductions will be material. (Spiegel
Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


SR TELECOM: Initiates Private Placement to Raise $6 Million
-----------------------------------------------------------
SR Telecom(TM) Inc. (TSX: SRX) has entered into an agreement with
an agent for a private placement on a best effort basis of units
for gross proceeds of up to $6,000,000. The units will be offered
at a price to be determined according to market conditions.

Each unit will be comprised of one common share and one-half of
one common share purchase warrant. Each whole warrant will entitle
the holder to acquire one common share at a price to be determined
according to market conditions.

Completion of the private placement is subject to customary
regulatory approval.

                         *   *   *

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

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


TENET HEALTHCARE: Fitch Cuts Sr. Debt & Bank Loan Ratings to BB+
----------------------------------------------------------------
Fitch Ratings has lowered Tenet Healthcare Corp.'s senior
unsecured debt and bank facility ratings to 'BB+' from 'BBB-'. The
ratings remain on Rating Watch Negative. The change in ratings is
in response to the company's announcement that expected
operational performance will suffer from a host of issues
impacting the company's top and bottom line. The Negative Rating
Watch is in deference to still outstanding issues related to
investigations regarding the company's previous pricing practices,
investigations at individual facilities stemming from allegations
of physician and management misconduct as well as outstanding
shareholder suits.

Tenet announced the results of a bottom-up budgeting process and
provided related guidance for 2003. While Tenet management had not
previously discussed operational 2003 guidance, the announced
results are below Fitch expectations.

A current driving force for Tenet's top-line concerns is
difficulty in achieving market-level price increases with some
managed care payors. For its part, Tenet management is accepting
lower revenues in the current year while positioning for 2004. In
addition, Tenet, like the rest of the companies in its sector is
also addressing industry-wide pressures including an acceleration
in nursing wages, an expected decline in Medicaid revenues in
states with budget difficulties, rising malpractice insurance
expenses and rising technology costs. Some mitigants include
apparently stable Medicare pricing and patient volumes which have
held fairly-strong for Tenet, while soft industry-wide.

While Tenet's coverage will remain sufficient and leverage modest
based on 2003 expectations, cash flow will be poor. Fitch
anticipates that for 2003 Tenet's coverage (EBITDA/interest) will
likely be between 5.0 times and 6.0x and leverage (total
debt/EBITDA) will be between 2.0x and 2.2x. Tenet's total debt at
March 31, 2003 was approximately $4 billion. The company, however,
is likely to generate only minimal free cash flow for 2003 given
its capital expenditure commitments. Tenet management indicates
that capital expenditures are likely to total between $800-$900
million for 2003 and as such, cash flow from operations is
expected to be entirely consumed by capital expenditures. Spending
on capital projects is expected to scale back in 2004 to
approximately $700 million.

The company has reaffirmed its commitment to its target leverage
ratio of at, or about 2.0x. Fitch anticipates that overall debt
levels will decrease by yearend as Tenet also announced that funds
from its pending asset sales (the company announced in March that
it plans to sell or close 14 hospitals) will be used for debt
reduction. The company anticipates using $500 million of the
proceeds to reduce debt. Liquidity is still robust given there are
no amounts outstanding on the company's $1.5 billion credit
facility, and anticipated proceeds from asset sales. Due to the
company's recent debt restructuring, the company faces no material
maturities until 2006.


TRANSDIGM INC: Commences Tender Offer for 10.375% Sr. Sub. Notes
----------------------------------------------------------------
TransDigm Inc. has commenced a cash tender offer for any and all
of its outstanding 10.375% Senior Subordinated Notes due 2008. The
tender offer will expire at midnight, New York City time, on
July 21, 2003, unless extended or terminated by TransDigm Inc.

The tender offer is made upon the terms and conditions set forth
in TransDigm Inc.'s Offer to Purchase dated June 23, 2003. Under
the terms of the offer, the purchase price to be paid for each
$1,000 principal amount of notes tendered and not revoked will be
$1,083.93, plus accrued and unpaid interest up to, but not
including, the date on which the company pays for tendered notes.
Included in this purchase price is a consent payment equal to $20
per $1,000 principal amount of the notes, which will be paid to
those holders who validly consent to the proposed amendments to
the indenture governing the notes before 5:00 p.m., New York City
time, on July 7, 2003 (or such later date on which the company has
received the consents required to make such amendments) unless
extended by TransDigm Inc. Payment for validly tendered notes is
expected to be made promptly following the expiration of the
tender offer.

In connection with the tender offer, TransDigm Inc. is seeking
consents from the holders of the notes to amend the indenture
governing the notes by eliminating substantially all of the
restrictive covenants, certain event of default provisions and
certain provisions relating to a merger, consolidation or sale of
assets and amending certain defeasance provisions currently
contained in the indenture and the notes.

Subject to certain conditions, each holder of the notes who
consents to the proposed amendments by validly tendering such
holder's notes on or prior to 5:00 p.m., New York City time on,
July 7, 2003 (or such later date on which the company has received
the consents required to make such amendments), unless extended,
will receive the consent payment if such notes are accepted by
TransDigm Inc. Holders of notes may tender their notes after such
date and time, but such holders will not receive the consent
payment if such notes are accepted by TransDigm Inc. Tendered
notes may not be withdrawn and consents may not be revoked after
5:00 p.m., New York City time on, July 7, 2003 (or such later date
on which the company has received the consents required to make
such amendments) except in certain limited circumstances.

The company's obligation to make any payment in respect of
tendered notes and delivered consents is subject to a number of
conditions described in the Offer to Purchase, several of which
are beyond the company's control. Such conditions include the
receipt by the company of the necessary number of consents to
amend the indenture to implement the proposed amendments set forth
in the offer to purchase and the consummation of the merger of the
company's parent, TransDigm Holding Company, with TD Acquisition
Corporation pursuant to the Agreement and Plan of Merger between
TransDigm Holding Company and TD Acquisition Corporation dated
June 6, 2003.

TransDigm -- whose March 29, 2003 balance sheet shows a total
shareholders' equity deficit of about $53 million -- is a leading
manufacturer of highly engineered component products for the
commercial and military aerospace industries. The company sells
its products to commercial OEM and aftermarket customers.
TransDigm's major product lines include gear pumps, igniters and
ignition systems, electromechanical actuators and controls, NiCad
batteries/chargers, engineered connectors, lavatory components,
and engineered latches.


TYCO: Appoints Charles Young as Senior V-P, Corp. Communications
----------------------------------------------------------------
Tyco International Ltd. (NYSE: TYC, BSX: TYC, LSE: TYI) has
appointed Charles Young as Senior Vice President, Corporate
Communications. He comes to Tyco from GE Medical Systems, the
healthcare technology division of General Electric, where he
served as General Manager of Global Marketing.

Mr. Young will be responsible for media relations, brand
management, employee communications, corporate philanthropy,
community relations, and marketing communications.  He will report
to Chairman and CEO Ed Breen.

Mr. Breen said: "Charlie Young is an outstanding global business
leader who brings to Tyco extensive communications and marketing
experience from both the manufacturing and services industries.
Charlie will be instrumental in building world-class
communications processes supporting our internal and external
stakeholders globally.  He will be an integral part of Tyco's
senior leadership team."

Mr. Young said: "Ed Breen and his leadership team are committed to
creating one of the world's most respected and successful
companies.  I believe in Tyco's solid operating foundation and
exciting future, and I am proud to lead the effort to create a
high-credibility, best-in-class communications team to ensure that
Tyco's key audiences are closely connected to the Company."

During his 15-year tenure with GE, Mr. Young held a number of
positions of increasing responsibility, including global marketing
leader for GE Medical, General Manager of Corporate Communications
for GE Medical, and Director of Communications and Public Affairs
for GE Global Research.  Mr. Young has extensive functional
experience in the areas of marketing, public relations, marketing
communications, brand management, and government relations.

Mr. Young holds a B.S. degree in Liberal Arts and Journalism from
the State University of New York College at Cortland.

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

                        *   *   *

As previously reported, Fitch Ratings affirmed its ratings on the
senior unsecured debt and commercial paper of Tyco International
Ltd., as well as the unconditionally guaranteed debt of its wholly
owned direct subsidiary Tyco International Group S. A., at
'BB'/'B', respectively. The Rating Outlook has been changed to
Stable from Negative. The ratings affect approximately $21 billion
of debt securities.

The change to Outlook Stable reflects Tyco's progress with respect
to reestablishing access to capital, addressing its liability
structure, implementing steps to improve operating performance,
and demonstrating cash generation despite a difficult economic
environment in a number of key end-markets. The impact of
fundamental favorable changes in Tyco's financial policies and
profile since late fiscal 2002 is constrained by economic weakness
in its markets, potential legal liabilities related to shareholder
lawsuits and SEC investigations, and the possibility, although
reduced, of further accounting charges and adjustments. The
ratings could improve over time as Tyco demonstrates more
consistent results and that it has put behind it the accounting
concerns that have obscured the transparency of its financial
reporting in the past.


TYCO INT'L: Unit Wins Patent Suit against Universal Surveillance
----------------------------------------------------------------
Sensormatic Electronics Corporation, which was acquired by Tyco
International's Fire & Security business segment in 2001, won a
jury verdict in a patent infringement case against Universal
Surveillance Systems, Inc. The jury found that Universal's UNIPRO
anti-theft tag infringed upon a patent owned by Sensormatic and
awarded damages based on lost profits and reasonable royalties.
An injunction has been in effect that prohibits Universal from
selling its UNIPRO anti-theft tag.

Sensormatic anti-theft tags are the most popular tags in the
market on a global basis, protecting billions of dollars worth of
inventory from shoplifting and internal theft.  Last year, more
than 143 million Sensormatic anti-theft tags were produced and
sold and are used by leading retailers to protect goods and
increase profits.

This verdict upholds Sensormatic's patent related to its anti-
theft tags. Sensormatic currently holds nearly 900 patents on its
anti-theft systems, with more than 600 pending patents on file.

"We will vigorously protect our intellectual property throughout
the world to ensure that our customers receive the highest quality
products," said Dave Robinson, president of Tyco Fire & Security.
"For more than 30 years, Sensormatic anti-theft systems have
helped customers reduce theft, increase sales and improve profits.
This verdict will help ensure that we continue to deliver quality
products and services in the years ahead."

The case was heard in the United States District Court, Southern
District of Florida.  Sensormatic sued Universal in this case
under United States Patent No. 5,426,419.

Within Tyco Fire & Security, Sensormatic's products are developed
and manufactured by the Tyco Safety Products Group and are sold
worldwide by ADT Security.

Tyco Fire & Security, one of the major business units of Tyco
International Ltd., (NYSE: TYC, LSE; TYI, BSX: TYC), designs,
manufactures, installs and services electronic security systems,
fire protection, detection and suppression systems, sprinklers and
fire extinguishers.  Tyco Fire & Security consists of more than 60
brands, which are represented in over 100 countries.  Its products
are used to safeguard firefighters, prevent and fight fires, deter
thieves and protect people and property.

                           *   *   *

As previously reported, Fitch Ratings affirmed its ratings on the
senior unsecured debt and commercial paper of Tyco International
Ltd., as well as the unconditionally guaranteed debt of its wholly
owned direct subsidiary Tyco International Group S. A., at
'BB'/'B', respectively. The Rating Outlook has been changed to
Stable from Negative. The ratings affect approximately $21 billion
of debt securities.

The change to Outlook Stable reflects Tyco's progress with respect
to reestablishing access to capital, addressing its liability
structure, implementing steps to improve operating performance,
and demonstrating cash generation despite a difficult economic
environment in a number of key end-markets. The impact of
fundamental favorable changes in Tyco's financial policies and
profile since late fiscal 2002 is constrained by economic weakness
in its markets, potential legal liabilities related to shareholder
lawsuits and SEC investigations, and the possibility, although
reduced, of further accounting charges and adjustments. The
ratings could improve over time as Tyco demonstrates more
consistent results and that it has put behind it the accounting
concerns that have obscured the transparency of its financial
reporting in the past.


UNITED AIRLINES: US Bank Demands $20 Mill. Admin Expense Payment
----------------------------------------------------------------
A Trust was established between United Airlines and U.S. Bank on
October 1, 1991.  The Trust issued certificates, which were
purchased by investors.  Proceeds from the certificates were used
by the trust to purchase equipment trust notes issued under an
indenture between United and the indenture trustee.  Equipment
Note No. 1 was issued to Pass Through Trust No. 1 and is payable
through 2008, and Equipment Note No. 2 was issued to Pass Through
Trust No. 2 and is payable in 2009 through 2015.  United is the
lessor of Aircraft, which secures the Equipment Notes.  Lease
payments are passed through to pay the Equipment Notes.

United, pursuant to Section 1110(a) of the Bankruptcy Code,
elected to perform their obligations under the 1991-A PTC
Transactions.  But the Debtors breached this commitment.
Accordingly, U.S. Bank, as Trustee under the Pass Through Trust
Agreement, asks the Court to compel United to pay administrative
expenses due under the 1991-A PTC Transaction.  Approximately
$20,000,000 is due and outstanding.

Tail No.        Missed Payment     Grace Period Rent  Total
--------        --------------     -----------------  ------
N179UA          $5,693,164         $210,542           $5,903,706
N534UA           6,466,547          254,067            6,720,614
N540UA           3,515,913           68,237            3,584,150
N541UA           3,510,209           68,177            3,578,386
N911UA           1,759,240           32,646            1,791,886
N915UA           1,605,649           36,768            1,642,417

Ronald Barliant, Esq., at Goldberg, Kohn, Bell, Black, Rosenbloom
& Moritz, in Chicago, Illinois, reminds the Court that on
February 7, 2003, the Debtors agreed to perform all obligations
and cure any defaults under their existing aircraft financing
transactions, including aircraft that are the subject of the
1991-A Pass Through Certificates Transaction.  The Debtors were
required to make scheduled payments to the PTC Trustee before
March 22, 2003.  The payments were not made and the Debtors
continue to use the Aircraft.

U.S. Bank is responding to "the Debtors' unauthorized and
unprecedented manipulation of the 1110(a) Election process."  The
Debtors made public their intent to fulfill their obligations
related to the Aircraft and enjoy the resulting continuation of
the automatic stay under Section 1110(a).  However, the Debtors
are now refusing to make the payments previously agreed to.

Mr. Barliant notes that under Section 323, the trustee is a
representative of the estate.  Since the Debtors are vested with
the rights, powers and duties of a trustee, their Section 1110(a)
elections were made as representatives of the estates.
Therefore, any cure payment and all obligations under the leases
and security agreements become administrative expenses of the
estates until the equipment is returned to the lessor or secured
party. (United Airlines Bankruptcy News, Issue No. 21; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


UNITED DEFENSE: S&P Keeps Watch on BB- Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'BB-' corporate credit rating, on United Defense Industries
Inc., on CreditWatch with positive implications.

"The CreditWatch placement reflects United Defense's improved
financial profile resulting from solid profitability and cash
generation, and the generally favorable outlook for defense
spending," said Standard & Poor's credit analyst Christopher
DeNicolo.

Debt to EBITDA is expected to decline to below 2x in 2003 from
around 2.5x in 2002, reflecting debt repayments from solid
internal cash generation. United Defense's equity turned positive
in the first quarter of 2003 as a result of full retention of
earnings. The company could pursue further debt-financed
acquisitions, but they are not expected to be as large as USMR
(approximately $305 million), at least in the near term. EBIT and
EBITDA interest coverage, 5x and 6.4x, respectively, in 2002,
should continue to improve as a result of satisfactory
profitability and debt repayment. Funds from operations to debt of
around 30% in 2002 is above average for the rating. Liquidity is
more than sufficient for operational needs, with over $150 million
in cash and around $40 million of revolver availability as of
March 31, 2003.

Arlington, Virginia-based United Defense produces the Bradley
fighting vehicle, the M113 armored personnel carrier, and the Mk45
naval gun system. The company, teamed with General Dynamics Corp.,
is developing the manned ground vehicles portion of the Army's
Future Combat System, including the non-line of sight cannon,
which is effectively replacing the cancelled Crusader artillery
program. In addition, United Defense is developing the advanced
gun system and the advanced vertical launch system for the Navy's
DDX next generation destroyer program. Preparations for the
war in Iraq positively affected revenues at USMR in the first
quarter of 2003 as ship maintenance was accelerated prior to
deployment. However, work previously scheduled for the remainder
of 2003 could be delayed due to the large number of ships still
deployed.

Standard & Poor's is currently in the process of reviewing its
ratings on United Defense and expects to resolve the CreditWatch
shortly.


US AIRWAYS: Strikes Claims Settlement Pact with General Electric
----------------------------------------------------------------
On January 16, 2003, the Court authorized the US Airways Debtors
to enter into a Global Settlement, including a DIP liquidity
facility, with General Electric Capital Corporation.  GECC was
acting through its agents, GE Capital Aviation Services, Inc., and
GE Engine Services, Inc.  Pursuant to the Global Settlement, GE
forgave deferred sums that were payable by US Airways and, in
exchange, US Airways assumed GE Agreements.

On October 4, 2002, GE Engine Services filed Proof of Claim No.
3316 asserting liability equal to $78,237,470.  On April 15,
2003, the Debtors objected in its Fourth Omnibus Objection to
Claims on the grounds that it was moot in light of the
Reorganized Debtors' assumption of the Agreements pursuant to the
Global Settlement.

As a result, Claim No. 3316 is withdrawn.  Any and all other
general unsecured claims asserted against any of the Reorganized
Debtors by GE Engine Services are disallowed.  Linda J. Najjoum,
Esq., at Hunton & Williams, in McLean, Virginia, agrees on GE
Engine Services' behalf. (US Airways Bankruptcy News, Issue No.
34; Bankruptcy Creditors' Service, Inc., 609/392-0900)


US DATAWORKS: Brings-In Ham Langston as Independent Accountants
---------------------------------------------------------------
Effective June 11, 2003, the Audit Committee and the Board of
Directors of US Dataworks Inc. approved a change in the Company's
independent accountants for the fiscal year ending March 31, 2003
from Singer Lewak Greenbaum & Goldstein LLP to Ham, Langston &
Brezina, LLP. As a result, US Dataworks informed Singer Lewak
that, effective June 11, 2003, they had been dismissed as its
independent accountants. The report of Singer Lewak for the fiscal
years ended March 31, 2002 and March 31, 2001, contained an
explanatory paragraph concerning US Dataworks' ability to continue
as a going concern.

US Dataworks is a developer of electronic check processing
software, serving several of the top banking institutions,
credit card issues, and the United States Government.  The
software developed by US Dataworks is designed to enable
organizations to transition from traditional paper-based payment
and billing processes to electronic solutions.  Core products
include MICRworks, Returnworks, Remitworks, and Remoteworks.


WEIRTON STEEL: Court Approves Interim Compensation Procedures
-------------------------------------------------------------
Weirton Steel Corporation seeks the Court's authority to establish
procedures for compensating and reimbursing professionals on a
monthly basis.

Mark E. Freedlander, Esq., at McGuireWoods LLP, in Pittsburgh,
Pennsylvania, outlines the proposed Compensation Procedures:

    (a) On or before the 25th day of each calendar month, each
        Professional seeking interim compensation will file an
        Application for interim approval and allowance of
        compensation for services rendered and reimbursement of
        expenses incurred during the immediately preceding month
        and serve a copy of the Fee Application on:

        -- the Debtor,

        -- counsel to the Debtor, McGuireWoods LLP;

        -- counsel to the Creditors Committee, if any;

        -- Fleet Capital Corporation, for itself and as
           agent for the DIP Lenders; and

        -- the Office of the U.S. Trustee.

        All Fee Applications will comply with the Bankruptcy Code,
        the Federal Rules of Bankruptcy Procedure, applicable
        Fourth Circuit law and the Local Rules of this Court.
        Each Notice Party will have 20 days after service of a Fee
        Application to object.  Upon the expiration of the
        Objection Deadline, the Professional may file a
        certificate of no objection with this Court after which
        the Debtors are authorized to pay each Professional the
        Actual Interim Payment equal to the lesser of:

        (1) 80% of the fees and 100% of the expenses requested in
            the Fee Application, and

        (2) the aggregate amount of fees and expenses not subject
            to an objection;

    (b) If any Notice Party objects to a Professional's Fee
        Application, it must file with this Court and serve on the
        affected Professional and each of the Notice Parties a
        written objection, which must be filed with this Court and
        actually received by the affected Professional and the
        Notice Parties on or before the Objection Deadline.

        Thereafter, the objecting party and the affected
        Professional may attempt to resolve the Objection on a
        consensual basis.  If the parties are unable to reach a
        resolution of the Objection within 20 days after service
        of the Objection, the affected Professional may either:

        (1) file a response to the Objection with this Court,
            together with a request for payment of the difference,
            if any, between the Maximum Interim Payment and the
            Actual Interim Payment made to the affected
            Professional -- the Incremental Amount; or

        (2) forego payment of the Incremental Amount until the
            next interim or final fee application hearing, at
            which time this Court will consider and dispose of the
            Objection on the parties' request;

    (c) Beginning with the period ending on August 31, 2003 and at
        four-month intervals thereafter, each Professional must
        file with this Court and serve on the Notice Parties a
        request for interim Court approval and allowance of the
        compensation and reimbursement of expenses sought in the
        Fee Applications filed during the Interim Fee period.

        Each Professional must file its Interim Fee Application
        Request within 30 days after the end of the Interim
        Fee Period for which the request seeks allowances of fees
        and reimbursement of expenses.  Each Professional must
        file its first Interim Fee Application Request on or
        before October 15, 2003, and the First Interim Fee
        Application Request should cover the Interim Fee Period
        from the Petition Date through and including August 31,
        2003;

    (d) The Debtor will request that this Court schedule a hearing
        on the Interim Fee Application Requests promptly after the
        date on which the Interim Fee Application Requests are
        filed, or at other intervals as this Court deems
        appropriate;

    (e) The pendency of an Objection to payment of compensation or
        reimbursement of expenses will not disqualify a
        Professional from the future payment of compensation or
        reimbursement of expenses; and

    (f) Neither the payment of, or the failure, to pay monthly
        interim compensation and reimbursement of expenses under
        the Compensation Procedures nor the filing of or
        failure to file an Objection will bind any party-in-
        interest or this Court with respect to the allowance of
        the interim or final applications for compensation and
        reimbursement of expenses of Professionals.

The Debtor also asks Judge Friend to limit the hearing notices to
consider interim and final fee applications to the Notice Parties
and all parties who have filed a notice of appearance with the
Clerk of this Court and requested the notice.  Mr. Freedlander
asserts that this notice should reach the parties most active in
these cases and will save the expense of undue application and
mailing.

The Debtor further asks the Court to permit each member of any
official committee, once appointed, to submit statements of
expenses and supporting vouchers to counsel for its committee,
who will collect and submit the requests for reimbursement in
accordance with the Compensation Procedures.

The Debtor will include all payments made to Professionals in
accordance with the compensation procedures in its monthly
operating reports identifying the amount paid to each of the
Professionals.

                      *     *     *

After due deliberation, Judge Friend approves the Debtor's
proposed procedures for interim compensation and reimbursement of
expenses of professionals.  In addition, Judge Friend orders each
Professional to file its Interim Fee Application Request within
45 days after the end of the Interim Fee Period. (Weirton
Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


WESTPOINT STEVENS: Gets Interim Approval to Hire Rothschild Inc.
----------------------------------------------------------------
WestPoint Stevens Inc., and its debtor-affiliates seek the Court's
authority to employ Rothschild Inc. to serve as their financial
advisor and investment banker in connection with these Chapter 11
cases.

WestPoint Senior Vice President and Chief Financial Officer
Lester D. Sears informs the Court that Rothschild is an investment
banking firm with its principal office located at 1251 Avenue of
the Americas in New York 10020.  Rothschild's professionals have
extensive experience in providing investment banking services in
reorganization proceedings.  They enjoy an excellent reputation
for the services they have rendered on behalf of debtors,
creditors and equity holders in large and complex chapter 11
cases, including Barney's, Inc., Bedford Fair Industries,
Comdisco, Inc., Crown Vantage, Inc., Edison Brothers Stores, Inc.,
Federal-Mogul Global, Inc., Geneva Steel Company, Globe
Manufacturing, Guilford Mills, Inc., Heartland Steel, HomePlace,
Inc., James River Coal Company, Key Plastics LLC, La Roche
Industries, Inc., Leiner Health Products, Inc., Merrill
Corporation, Metro Affiliates Inc., Microcell Communications,
Inc., Mpower Holdings Corp., Orbital Imaging Corporation, Pacific
Gas & Electric Company, Service Merchandise Corp., Special Metals
Corporation, Superior Telecom Inc., The FINOVA Group Inc.,
Thermadyne Holdings Corp., Thorn Apple Valley, Inc., Trans World
Airlines, UAL Corporation, Viasystems Group, Inc., Wilcox &
Gibbs, Inc. and Zenith Electronics, Inc.

According to Mr. Sears, Rothschild has provided prepetition
services to the Debtors in connection with their restructuring
efforts and is therefore very familiar with the Debtors' business
and financial affairs.  As a consequence, its engagement will
facilitate the provision of the services required by the Debtors
in their Chapter 11 cases.  On May 1, 2003, the Debtors engaged
Rothschild to assist and advise them with respect to evaluating
strategic alternatives and their implementation.  In providing
professional services, Rothschild has worked closely with the
Debtors' management and become well acquainted with their capital
structure, financial affairs, and related matters.

The Debtors desire to continue to use Rothschild's services in
these Chapter 11 cases pursuant to the terms of the Rothschild
Agreement, and Rothschild has agreed to perform these professional
services pursuant to the Rothschild Agreement consistent with
Section 328 of the Bankruptcy Code.  Based on the experience of
its members and employees, Mr. Sears believes that Rothschild is
well qualified to act as financial advisor and investment banker
to the Debtors.  Rothschild has acquired substantial familiarity
with the Debtors and their affairs, resulting in the efficient and
expeditious performance of its services.  Messrs. David Resnick
and Neil Augustine, among other Rothschild professionals, each
have extensive experience in advising debtors as to reorganization
and restructuring matters.

Mr. Sears contends that Rothschild's experience and expertise,
its knowledge of the capital markets, and its merger and
acquisition capabilities, will inure to the Debtors' benefit in
providing an enterprise valuation of the Debtors and in pursuing
any "Transactions."  The services to be provided by Rothschild
are necessary and will be beneficial to the Debtors, their
estates, and creditors.

Pursuant to the Rothschild Agreement, Rothschild will provide
financial advisory services as the Firm and the Debtors deem
appropriate and feasible in the course of these Chapter 11 cases,
including the financial advisory services to the Debtors.  In
addition, these services are not duplicative of the services to
be performed by any of the Debtors' other proposed professionals.

In connection with the formulation, analysis and implementation
of various options for a restructuring, reorganization or other
strategic alternative relating to the Debtors, whether pursuant
to a Transaction, any series or combination of Transactions or
otherwise, the Debtors submit that it is necessary to employ
Rothschild to perform services including, but not limited to:

    A. to the extent deemed desirable by the Company, identify and
       initiate potential Transactions or other transactions;

    B. to the extent Rothschild deems necessary, appropriate and
       feasible, or as the Company may request, review and analyze
       the Company's assets and the operating and financial
       strategies of the Company;

    C. review and analyze the business plans and financial
       projections prepared by the Company including, but not
       limited to, testing assumptions and comparing those
       assumptions to historical Company and industry trends;

    D. evaluate the Company's debt capacity in light of its
       projected cash flows and assist in the determination of an
       appropriate capital structure for the Company and assist
       the Company in analyzing strategic alternatives;

    E. assist the Company and its other professionals in reviewing
       the terms of any proposed Transaction or other transaction,
       in responding thereto and, if directed, in evaluating
       alternative proposals for a Transaction or other
       transaction, whether in connection with a Plan or
       otherwise;

    F. determine a range of values for the Company and any
       securities that the Company offers or proposes to offer in
       connection with a Transaction or other transaction;

    G. advise the Company on the risks and benefits of considering
       a Transaction or other transaction with respect to the
       Company's intermediate and long-term business prospects and
       strategic alternatives to maximize the business enterprise
       value of the Company, whether pursuant to a Plan or
       otherwise;

    H. review and analyze any proposals the Company receives from
       third parties in connection with a Transaction or other
       transaction, including, without limitation, any proposals
       for debtor-in-possession financing, as appropriate;

    I. assist or participate in negotiations with the parties-in-
       interest, including, without limitation, any current or
       prospective creditors of, holders of equity in, or
       claimants against the Company and their respective
       representatives in connection with a Transaction or other
       transaction;

    J. advise and attend meetings of the Company's Board of
       Directors, creditor groups, official constituencies and
       other interested parties, as necessary;

    K. if requested by the Company, participate in hearings before
       the Bankruptcy Court in which these cases are commenced and
       provide relevant testimony with respect to the matters
       described and issues arising in connection with any
       proposed Plan; and

    L. render any other financial advisory and investment banking
       services as may be agreed by Rothschild and the Company in
       connection with any of the foregoing.

The term of the Rothschild Agreement will extend until the
effective date of a plan of reorganization.

Rothschild Managing Director David L. Resnick assures the Court
that the Firm does not hold any interest adverse to the Debtors'
estates or their creditors in any matters in which they are to be
engaged.  In addition, Rothschild is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code, as
modified by Section 1107(b) of the Bankruptcy Code.  However,
Rothschild currently performs, in the past has performed or in
the future may perform services in unrelated matters to these
parties: ABN Amro Bank N.V., Aegon, Bank of New York, Barclays
Bank plc, Bear Stearns, Cargill, Chesapeake Partners, CIT Group,
Citibank, Credit Suisse, Walt Disney, Duke Power Company, Dupont
Textile & Interior, Exel Global Logistics, Federated Department
Stores Inc., Fidelity, Galaxy Partners, GE Capital Corporation,
GSC, IBM, Kmart Corporation, Morgan Stanley, Rabobank, Salomon
Smith Barney, Sanderson, Scotia Bank, The Williams Company, and
UBS Warburg.

The Rothschild Agreement contemplates that Rothschild will be
entitled to these compensation in consideration of the services
to be performed:

    A. A retainer in an amount equal to twice the Monthly Fee, to
       be applied against the fees and expenses of Rothschild
       under the Rothschild Agreement;

    B. Commencing as of the date of the Engagement Letter, and
       whether or not a Transaction is proposed or consummated, a
       cash advisory fee of $200,000 per month.  The Monthly Fee
       will be payable by the Company in advance on the first day
       of each month;

    C. A $10,000,000 fee, payable in cash on the earlier of the
       confirmation and effectiveness of a Plan or the substantial
       consummation of another Transaction, provided, that
       Rothschild will credit against this Fee:

       -- 50% of the Monthly Fees paid in excess of the first
          $300,000; and

       -- to the extent not otherwise applied against the fees and
          expenses of Rothschild under the terms of the Rothschild
          Agreement, the Retainer;

       provided that the sum of these credits will not exceed the
       Completion Fee; and

    D. To the extent the Company requests Rothschild to perform
       additional services not contemplated by the Rothschild
       Agreement, additional fees as will be mutually agreed on by
       Rothschild and the Company, in writing, in advance.

The Debtors have agreed to reimburse Rothschild for its reasonable
expenses incurred in connection with the provision of services,
including, without limitation, the fees, disbursements and other
charges of Rothschild's counsel.  Reimbursable expenses will also
include, but not be limited to, travel and lodging, data
processing and communication charges, research and courier
services.

During the period May 1, 2003 through the Petition Date, Mr.
Resnick estimates that Rothschild incurred actual, necessary
unpaid expenses aggregating between $10,000 and $15,000 in
connection with this engagement, which Rothschild will deduct from
its Retainer.

Mr. Resnick relates that the Debtors have agreed to indemnify and
hold harmless Rothschild and its affiliates, counsel and other
professional advisors, and the directors, officers, controlling
persons, agents and employees from and against any losses, claims
or proceedings, including, without limitation, stockholder
actions, damages, judgments, assessments, investigation costs,
fees and expenses directly or indirectly relating to or otherwise
arising out of the services.  The Debtors, however, will not be
liable to the extent that any loss is finally judicially
determined by a court of competent jurisdiction to have resulted
from the gross negligence, willful misconduct, fraud or
substantive and material violation of law of the Indemnified
Party.

The Debtors selected Rothschild after considering several other
investment banking firms.  Rothschild was selected because, among
other things:

      (i) Rothschild and its senior professionals have excellent
          reputations for providing high quality investment
          banking services in bankruptcy reorganizations and other
          debt restructurings;

     (ii) the Debtors believe that their skill and expertise are
          essential to the their reorganization efforts and
          maximizing the value of these estates; and

    (iii) Rothschild has gained extensive knowledge of the
          Debtors' financial and business operations.

The terms of the Rothschild Agreement, including the
indemnification provisions, are similar to those requested by
other investment banks the Debtors considered, and were
negotiated at arm's length with the benefit of experienced
counsel on both sides.

                       *     *     *

Accordingly, Judge Drain authorizes the Debtors to employ
Rothschild on an interim basis pending a final hearing on
July 22, 2003.

Rothschild will receive only the Monthly Fees and reimbursement
of expenses, which, will not be subject to challenge except under
the standard of review under Section 328(a) of the Bankruptcy
Code.  All requests of Rothschild for payment of indemnity
pursuant to the Rothschild Agreement will be made by means of an
application and will be subject to review by the Court to ensure
that payment of the indemnity conforms to the terms of the
Rothschild Agreement and is reasonable based on the circumstances
of the litigation or settlement in respect of which the indemnity
is sought; provided, however, that in no event will Rothschild be
indemnified in the case of its own bad faith, self-dealing,
breach of fiduciary duty, gross negligence or willful misconduct.
(WestPoint Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


WORLDCOM INC: Pushing for Approval of Valor Settlement Agreement
----------------------------------------------------------------
Adam P. Strochak, Esq., at Weil Gotshal & Manges LLP, in New
York, informs the Court Valor Telecommunications Enterprises,
Inc. is a local exchange carrier serving customers in Arkansas,
New Mexico, Oklahoma, and Texas.  Valor provides long-distance
services to customers in those states by reselling facilities and
services offered by Debtor MCI WorldCom Network Services, Inc.
MCI Network Services, as successor-in-interest to Debtor UUNet
Technologies, Inc., purchases Cyber Port circuits and other
services from Valor pursuant to Valor's Federal Communications
Commission tariff.

As of the Petition Date, the Debtors owed valor $4,823,788 for
prepetition services and Valor owed the Debtors $1,732,148 for
prepetition services.  Valor filed proof of claim number 14152
against the Debtors amounting to $4,823,788.  Valor subsequently
sold, transferred and assigned all right, title, and interest in
its claim against the Debtors to Longacre Master Fund, LTD.
Valor also filed various other proofs of claim against other
Debtors in these Chapter 11 cases.

On December 26, 2002, and February 12, 2003, Mr. Strochak reports
that the Debtors filed notices seeking to reject some, but not
all of the Cyber Port circuits governed by the FCC tariff.  Valor
objected to the notices of rejection and asserted that, pursuant
to the FCC tariff, a postpetition cancellation penalty of
$1,465,108 would be due and owing to Valor.  The Debtors disputed
the applicability of the cancellation penalty and the priority of
any penalty should it be found applicable.  The parties also have
negotiated with respect to the setoff of mutual prepetition debts.

On March 26, 2003, the Debtors, Valor, and Longacre concluded a
settlement agreement resolving the dispute over the cancellation
penalty.  The salient terms of the Settlement are:

    -- The parties agree to effect the setoff of $1,636,372 owed
       by Valor to the Debtors for prepetition services against
       the amount of Valor's $4,823,788 prepetition claim against
       the Debtors, leaving a $3,187,416 net claim against the
       Debtors.

    -- The parties agree that Claim Number 14152 will be allowed
       as a general unsecured claim amounting to $3,187,416.

    -- Valor will withdraw all proofs of claims against the
       Debtors except for Claim Number 14152.

    -- Valor will withdraw all objection to the Debtors' notices
       of rejection of Cyber Port circuits and further agrees that
       the Debtors may submit future orders to cancel additional
       Cyber Port circuits without need to file additional notices
       of rejection.

    -- The Debtors agree that Valor may bill the full termination
       penalty of $1,465,108 pursuant to the FCC tariff for all
       circuits listed by the Debtors in their notices of
       rejection dated December 26, 2002, and February 12, 2003.
       Valor also may apply the full termination penalty pursuant
       to the terms of the FCC tariff for all Cyber Port circuits
       the Debtors may cancel in the future.

    -- The parties agree that any charges for early termination
       penalties for Cyber Port circuits are prepetition claims
       against the Debtors and Valor will file additional proofs
       of claim for these penalties within 30 days of execution of
       the Settlement.

    -- Valor agrees to execute a long distance contract extension
       consistent with the parties' agreements.

By this Motion, the Debtors seek entry of an order, pursuant to
Rule 9019(a) of the Federal Rules of Bankruptcy Procedure,
approving the Settlement.

Mr. Strochak admits that WorldCom is uncertain whether it would
succeed in challenging Valor's assertion that termination
penalties must be paid, as postpetition administrative expenses,
pursuant to the FCC tariff.  Litigation of this matter would
involve significant legal and factual disputes in an unsettled
area of the law.  The risks and costs of the litigation for the
Debtors outweigh the probability of complete success on the
merits.  Indeed, even if the Debtors were successful in
challenging the priority of the penalties, Valor still could
assert a rejection damages claim.

The Debtors have investigated Valor's contention that setoff
rights apply here and have concluded that the debts are in fact
mutual and subject to setoff.  Accordingly, there is little or no
chance that the Debtors could collect the prepetition amount owed
by Valor.

Mr. Strochak believes that litigation of the dispute regarding
the applicability, amount, and priority of cancellation penalties
would be complex, costly, and time-consuming.  The dispute could
entail significant discovery and require the devotion of
extensive staff resources by the Debtors.  The Debtors have
concluded that the time and energy of their employees is better
spent focusing on business responsibilities to ensure that the
Debtors' operations run smoothly during this critical period of
WorldCom's reorganization.

Mr. Strochak adds that a protracted litigation of the dispute
would divert the attention of the WorldCom's management and legal
personnel from the reorganization efforts at hand.  The
Settlement precludes the need for any employees of WorldCom to
devote time to preparing for litigation rather than attending to
their significant business-related duties.  The consequences of a
court decision adverse to the Debtors are significant, including
the inability to effectively manage its relationship with Valor,
a significant customer.  Finally, the mutually agreeable
resolution of the dispute will foster better business
relationships with Valor, most significantly by extending its
long distance services agreement.

Mr. Strochak points out that the Settlement forecloses a
significant downside risk -- the potential requirement to pay
termination penalties as administrative expenses.  Without the
Settlement, there is a possibility that the Debtors might not
prevail on that issue.  Further, the Settlement permits the
Debtors to terminate additional Cyber Port circuits in the
future, facilitating the reorganization and streamlining of the
Debtors' business.  Finally, the Settlement establishes a
framework for continuation of the business relationship with
Valor.  These facets of the Settlement inure to the benefit of
all the Debtors' creditors. (Worldcom Bankruptcy News, Issue No.
30; Bankruptcy Creditors' Service, Inc., 609/392-0900)


* Meetings, Conferences and Seminars
------------------------------------
June 26-29, 2003
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains, Advanced Bankruptcy Law
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 1-770-535-7722 or
                     http://www.nortoninstitutes.org

July 10-12, 2003
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Eldorado Hotel, Santa Fe, New Mexico
               Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

July 17-20, 2003
   Northeast Bankruptcy Conference
      AMERICAN BANKRUPTCY INSTITUTE
         Hyatt Regency, Newport, RI
            Contact: 1-703-739-0800 or http://www.abiworld.org

July 30-Aug. 2, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton, Amelia Island, FL
            Contact: 1-703-739-0800 or http://www.abiworld.org

July 31, 2003
   FOUNDATION FOR ACCOUNTING EDUCATION
      Bankruptcy and Financial Reorganization Conference
         New York, NY
            Contact: 1-800-537-3635 or visit www.nysscpa.org

September 18-21, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         The Venetian, Las Vegas, NV
            Contact: 1-703-739-0800 or http://www.abiworld.org

September 12, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      ABI/GULC "Views from the Bench"
         Georgetown Univ. Law Center, Washington, DC
            Contact: 1-703-739-0800 or http://www.abiworld.org

October 2-3, 2003
   EUROFORUM INTERNATIONAL
      European Securitisation
         Hilton London Green Park
            Contact: http://www.euro-legal.co.uk

October 10 and 11, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Symposium on 25th Anniversary of the Bankruptcy Code
         Georgetown Univ. Law Center, Washington, DC
            Contact: 1-703-739-0800 or http://www.abiworld.org

October 15-18, 2003
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Sixth Annual Meeting
         San Diego, CA
            Contact: http://www.ncbj.org/

October 16-17, 2003
   EUROFORUM INTERNATIONAL
      Russian Corporate Bonds
         Renaissance Hotel, Moscow
            Contact: http://www.ef-international.co.uk

November 12-14, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Litigation Skills Symposium
         Emory University, Atlanta, GA
            Contact: 1-703-739-0800 or http://www.abiworld.org

December 3-7, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         La Quinta, La Quinta, California
            Contact: 1-703-739-0800 or http://www.abiworld.org

February 5-7, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, CO
            Contact: 1-703-739-0800 or http://www.abiworld.org

March 5, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Battleground West
         The Century Plaza, Los Angeles, CA
            Contact: 1-703-739-0800 or http://www.abiworld.org

April 15-18, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriott, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org

April 29-May 1, 2004
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Fairmont Hotel, New Orleans
               Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

May 3, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      New York City Bankruptcy Conference
         Millennium Broadway Conference Center, New York, NY
            Contact: 1-703-739-0800 or http://www.abiworld.org

June 2-5, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, MI
            Contact: 1-703-739-0800 or http://www.abiworld.org

June 24-26,2004
   AMERICAN BANKRUPTCY INSTITUTE
      Hawaii Bankruptcy Workshop
         Hyatt Regency Kauai, Kauai, Hawaii
            Contact: 1-703-739-0800 or http://www.abiworld.org

July 15-18, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      The Mount Washington Hotel
         Bretton Woods, NH
            Contact: 1-703-739-0800 or http://www.abiworld.org

July 28-31, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Reynolds Plantation, Lake Oconee, GA
            Contact: 1-703-739-0800 or http://www.abiworld.org

September 18-21, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         The Bellagio, Las Vegas, NV
            Contact: 1-703-739-0800 or http://www.abiworld.org

October 10-13, 2003
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Seventh Annual Meeting
         Nashville, TN
            Contact: http://www.ncbj.org/

December 2-4, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Marriott's Camelback Inn, Scottsdale, AZ
            Contact: 1-703-739-0800 or http://www.abiworld.org

April 28- May 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriot, Washington, DC
            Contact: 1-703-739-0800 or http://www.abiworld.org

July 14 -17, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Ocean Edge Resort, Brewster, MA
         Contact: 1-703-739-0800 or http://www.abiworld.org

July 27- 30, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         Kiawah Island Resort and Spa, Kiawah Island, SC
            Contact: 1-703-739-0800 or http://www.abiworld.org

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, TX
            Contact: http://www.ncbj.org/

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, CA
            Contact: 1-703-739-0800 or http://www.abiworld.org

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Bond pricing, appearing in each Thursday's edition of the TCR, is
provided by DebtTraders in New York. DebtTraders is a specialist
in global high yield securities, providing clients unparalleled
services in the identification, assessment, and sourcing of
attractive high yield debt investments. For more information on
institutional services, contact Scott Johnson at 1-212-247-5300.
To view our research and find out about private client accounts,
contact Peter Fitzpatrick at 1-212-247-3800. Real-time pricing
available at http://www.debttraders.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard
Group, Inc., Washington, DC USA. Yvonne L. Metzler, Bernadette C.
de Roda, Donnabel C. Salcedo, Ronald P. Villavelez and Peter A.
Chapman, Editors.

Copyright 2003.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
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for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

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