TCR_Public/030626.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, June 26, 2003, Vol. 7, No. 125    

                          Headlines

ALLEGHENY: S&P Cuts Credit Rating over Weak Fin'l Performance
ALLEGIANCE TELECOM: Bringing-In Kirkland & Ellis' as Attorneys
ALLIED WASTE: Promotes 4 Sr. Executives in Fin'l and Ops. Areas
AMERCO: Wants Blessing to Obtain $300 Million of DIP Financing
AMERICAN COMM'L: Wants Lease Decision Period Extended to Nov. 1

AMERICAN GREETINGS: Says Q1 2004 Results in Line with Estimate
APPLICA INC: Wants to Redeem $30 Million of 10% Sr. Sub. Notes
AVONDALE MILLS: Moody's Assigns B3 Senior Sub. Notes Rating
BAUSCH & LOMB: Will Webcast Live Strategic Review Today
BIOTRANSPLANT: Medi-507 Displays Survival in Preclinical Test

BANC OF AMERICA: Fitch Assigns Low-B Ratings on 4 Note Classes
CENTENNIAL HEALTHCARE: All Proofs of Claim Due by July 1, 2003
CHARTER COMMS: Appoints Southeast Division Management Team
CHESAPEAKE ENERGY: Acquires $220MM of Mid-Continent Gas Assets
CHS/COMMUNITY HEALTH SYSTEMS: Term Loan Gets S&P's BB- Rating

CMS ENERGY: Prepares Issuance of $150MM Convertible Senior Notes
COEUR D'ALENE: Names James R. Arnold VP of Technical Services
CONCERT IND.: Brings-In Raoul Heredia as New Company President
CONSECO FINANCE: Green Tree Servicing Wants to Obtain Financing
COOPERATIVE COMPUTING: Amends Tender Offer for 9% Sr. Sub. Notes

CORNING INC: Re-Affirms Second-Quarter Financial Guidance
COVANTA ENERGY: Wants Nod to Assume Eurnekian Usufruct Agreement
DICE INC: S.D.N.Y. Court Confirms Joint Plan of Reorganization
DLJ MORTGAGE: Fitch Takes Various Rating Actions on 4 Issues
ENCOMPASS SERVICES: US Trustee Reconstitutes Creditor Committee

ENRON CORP: Broadband Unit Sues Travelers for $16MM in Damages
ENRON: Enron Credit Inc.'s Voluntary Chapter 11 Case Summary
ENRON: Power Corp.'s Case Summary & 10 Unsecured Creditors
ENRON: Richmond Power's Case Summary & 2 Unsecured Creditors
ENRON: ECT Strategic Value's Voluntary Chapter 11 Case Summary

EQUIFIN INC: Inks Definitive Merger Pact with Celtic Capital
E.SPIRE: Chapter 11 Trustee Employs Young Conaway as Counsel
ESSENTIAL THERAPEUTICS: General Claims Bar Date Set for July 11
FEDERAL-MOGUL: Appoints Dale Pilger as SVP for Global OE Sales
FERRELLGAS PARTNERS: Prices 1.25 Million Common Unit Offering

FLEMING: Fitch Withdraws Default-Level Debt Ratings
FLEMING COMPANIES: Court Fixes Cross-Border Insolvency Protocol
GENSCI REGENERATION: Inks Pre-Merger Licensing Pact with IsoTis
GENTEK INC: Wants to Pay $750K Exit Financing Due Diligence Fees
GIANT INDUSTRIES: Completes Travel Center Sale to Pilot Travel

GLIMCHER REALTY: Names Melissa A. Indest as VP and Controller
GLOBAL AXCESS: Completes Various Financial Workout Initiatives
GLOBAL CROSSING: XO Comms. Launches Tender Offer for $2.2BB Debt
GLOBAL CROSSING: Wants Blessing to Hire FTI as Consultants
IMC GLOBAL: Prices $125 Million Preferred Shares Public Offering

IMC GLOBAL: Moody's Hatchets Several Low-B Level Debt Ratings
KMART CORP: William D. Underwood Steps Down as Executive VP
KMART CORP: Court Approves Hershey Foods Settlement Pact
LARRY'S STANDARD: Asks Court to OK Payment to Critical Vendors
LASERSIGHT INC: Strikes Partnership with Shenzhen New Industries

LIN TV: Will Publish Second-Quarter Financial Results on July 29
LONGVIEW ALUMINUM: Court Fixes July 31, 2003 as Claims Bar Date
MANUFACTURED HOUSING: Series 2000-3 Class IB-1 Rating Down to D
MASSMUTUAL HIGH: Fitch Rates Floating-Rate Sec. Sub. Notes at B
MICRO COMPONENT: Arranges $2.5 Million Line of Credit Agreement

MISSISSIPPI CHEMICAL: Hires Phelps Dunbar as Bankruptcy Counsel
MOSAIC GROUP: Wants Plan Filing Exclusivity Extended to Aug. 14
NATIONAL CENTURY: Sues DCHC Entities for Breach of Contract
NEFF CORP: Repurchases Sr. Sub. Notes and Amends Credit Facility
NEXTEL PARTNERS: S&P Assigns CCC+ Rating to $450MM Senior Notes

NRG ENERGY: Wants Nod to Hire Baker Botts as Special Counsel
OMNOVA SOLUTIONS: Reports $5 Million Loss for Second Quarter
PLAINS ALL AMERICAN: Acquires El Paso South La. Assets for 10MM
RELIANCE GROUP: Liquidator Resolves First Alliance Claim Dispute
ROMACORP INC: Brings-In David Head as New CEO & President

SASKATCHEWAN WHEAT: Fiscal Third Quarter Net Loss Tops $30 Mill.
SEQUOIA MORTGAGE: Fitch Affirms Class B-4 & B-5 Ratings at BB/B
SL INDUSTRIES: Clarifies Mistaken Identity Due to Ticker Symbol
SLATER STEEL: Secures Okay to Appoint Trumbull as Claims Agent
SONTRA MEDICAL: Fails to Comply with Nasdaq Listing Requirements

SPIEGEL GROUP: Asks Court to Fix Receivables Bidding Procedures
TOUCH AMERICA: Reaches Proposed Settlement Agreement with Qwest
TRANS WORLD ENT.: Fullplay Sues Company for Breach of Contract
TRENWICK: S&P Withdraws Junk-Level Counterparty Credit Rating
UNITED AIRLINES: Names 2 Outside Executives to Company's Board

UNITED AIRLINES: US Bank Demands $5.5 Mil. Admin Expense Payment
WACKENHUT CORRECTIONS: Inks Pact to Sell UK JV Interest to Serco
WEIRTON STEEL: Earns Nod to Honor A.I. Insurance Finance Pacts
WESTERN WIRELESS: Closes Croatian Wireless Operator Asset Sale
WESTPOINT STEVENS: Hires Ernst & Young as Auditor & Tax Advisor

WHEELING: Reports Post-Effective Date Board Members and Officers
WILLIAMS COS.: Will Publish Second Quarter Earnings on August 12
WORLDCOM: Asks Court to Allow MCI to Assume Amended EDS Contract

* Bad Management Seen as the Leading Cause of Business Failure

* DebtTraders' Real-Time Bond Pricing

                          *********

ALLEGHENY: S&P Cuts Credit Rating over Weak Fin'l Performance
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Allegheny Technologies Inc., out of investment grade to
'BB+' from 'BBB' based on ongoing weak financial performance. The
current outlook is stable.

At the same time, Standard & Poor's lowered Allegheny's senior
unsecured debt rating to 'BB', one notch below the corporate
credit rating, from 'BBB', reflecting its disadvantaged position
in the capital structure due to the company's new $325 million
senior secured revolving bank credit facility. In addition, all
ratings were removed from CreditWatch, where they were placed on
April 15, 2003, with negative implications.

"The downgrade reflects the company's continued weak financial
performance resulting from persistent difficult industry
conditions and the ongoing challenges it faces from a sluggish
economy, which has thwarted management efforts to restore its
financial profile," said Standard & Poor's credit analyst Paul
Vastola. "The downgrade also reflects the company's growing
unfunded postretirement benefit liabilities, including defined
benefit pension and retiree medical liabilities." Since 2000, the
company has experienced a significant decline in its
profitability, due mainly to weakened demand and poor pricing in
its flat-rolled products, which constitute more than half of
Allegheny's revenues.

Standard & Poor's said the meaningful decline in the company's
high-performance metals segment, which continues to suffer from
the falloff in demand particularly from the key aerospace
industry, was also a factor in the rating action.

The ratings on Allegheny Technologies Inc. reflect its good market
position in a broad range of specialty metals and its fair
liquidity, which are offset by its exposure to highly competitive
and cyclical markets.


ALLEGIANCE TELECOM: Bringing-In Kirkland & Ellis' as Attorneys
--------------------------------------------------------------
Allegiance Telecom, Inc., and its debtor-affiliates ask for
approval from the U.S. Bankruptcy Court for the Southern District
of New York to employ Kirkland & Ellis as their attorneys.

The Debtors remind the Court that they are contemporaneously
seeking authorization to retain Togut, Segal & Segal to represent
the Debtors in all matters in which Kirkland & Ellis may have
conflicts while the Company is in chapter 11.

The Debtors have been informed that Matthew A. Cantor, Esq., and
Jonathan S. Henes, Esq., partners at Kirkland & Ellis, as well as
other Kirkland & Ellis professionals, who will be employed in
these chapter 11 cases, are members in good standing of the Bar of
the State of New York and the United States District Court for the
Southern District of New York.

The Debtors have selected Kirkland & Ellis as their attorneys
because of the firm's knowledge, and in particular, the Firm's
recognized experience in the Debtors' business and financial
affairs and its extensive general experience and knowledge in the
field of debtors' protections and creditors' rights and business
reorganizations under chapter 11 of the Bankruptcy Code.

Kirkland & Ellis will:

     a. advise the Debtors with respect to 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 connection with obtaining
        postpetition loans;

     g. advise the Debtors in connection 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.

Mr. Cantor reports that his firm's hourly rates for attorneys
employed in Restructuring, Insolvency, Workout & Bankruptcy group
currently range from $255 to $730 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.


ALLIED WASTE: Promotes 4 Sr. Executives in Fin'l and Ops. Areas
---------------------------------------------------------------
Allied Waste Industries, Inc. (NYSE: AW) promoted four senior
executives in the financial and operational areas of the company:
Tom Ryan to the position of Vice Chairman in addition to his
current position of Executive Vice President; Pete Hathaway to the
position of Chief Financial Officer; Don Slager to the position of
Chief Operating Officer; and Don Swierenga to the position of Vice
President, Operations.  All appointments are effective
immediately.

Mr. Ryan, 56, has served as Executive Vice President and Chief
Financial Officer of Allied Waste since August 2000, having come
to the company with thirty years of executive financial experience
in the automotive industry.  In his new assignment, Mr. Ryan will
have responsibility for implementation of significant strategic
initiatives on behalf of the CEO and the company.

Mr. Hathaway, 47, has worked in the waste industry for the past
twelve years and has served as Senior Vice President, Finance of
Allied Waste since August 2000, Chief Accounting Officer from 1995
through 2000 and Treasurer from May 1996 to April 1997.
Previously, Mr. Hathaway served as Controller and Finance Director
for certain Italian operations of Browning Ferris Industries,
Inc., from 1991 to 1995 and from 1979 through 1991 served in the
audit division of Arthur Andersen LLP in Colorado, Italy and
Connecticut most recently in the position of Senior Manager.

"I am pleased to recognize the accomplishments of both Tom and
Pete to Allied with the announcement of these promotions," said
Tom Van Weelden, Chairman and CEO of Allied Waste.  "Tom's
experience in and knowledge of the capital markets has been
invaluable over the past three years, most notably as the company
has taken significant steps to improve its financial position and
move toward its investment grade goal.  We look forward to his
continued counsel in his new role of Vice Chairman.  Additionally,
Pete has long exhibited the qualities and abilities required to
manage the entire finance organization.  I look forward to his
continued leadership in his new role as CFO."

Tom Ryan added, "Having worked closely with him the last three
years, I am delighted to see Pete Hathaway as my successor as CFO
and believe Allied Waste will be well served by his appointment."

Mr. Slager, 41, has served as Senior Vice President, Operations of
Allied Waste since December 2001.  Previously, Mr. Slager served
as Vice President, Operations from 1998 through 2001; Assistant
Vice President, Operations from 1997 to 1998; and Regional Vice
President of Allied Waste's Western Region from June 1996 to June
1997.  He also served as District Manager for the Chicago Metro
District from 1992 to 1996.  Mr. Slager joined National Waste
Services, Inc. in 1985 and held various positions of increasing
responsibility prior to Allied Waste's acquisition of National
Waste in 1992.

Mr. Swierenga, 43, has served as Western Area Vice President for
Allied Waste since October 2000.  Previously, Mr. Swierenga served
as Western Regional Vice President from 1997 through 2000 and
District Manager in Arizona beginning in 1996.  Mr. Swierenga
joined BFI in 1981 and held various positions of increasing
responsibility including Safety Manager, Operations Manager and
District Manager of BFI's Chicagoland operations.

"The promotion of these two talented leaders who have both made
important contributions to Allied Waste over the past several
years further enhances the company's senior management team," said
Tom Van Weelden, Chairman and CEO of Allied Waste.  "Don Slager
has demonstrated strong leadership of operating teams at all
levels throughout his career.  And, Don Swierenga brings a wealth
of first-hand knowledge of all facets of the business."

Allied Waste Industries, Inc., a leading waste services company,
provides collection, recycling and disposal services to
residential, commercial and industrial customers in the United
States.  As of March 31, 2003, the Company operated 340 collection
companies, 174 transfer stations, 171 active landfills and 67
recycling facilities in 39 states.

As previously reported, Allied Waste Industries, Inc.'s $450
million of 7-7/8% senior notes due 2013 have been rated BB-, Ba3
and BB- by Standard & Poor's, Moody's and Fitch, respectively.


AMERCO: Wants Blessing to Obtain $300 Million of DIP Financing
--------------------------------------------------------------
To cash-out the Ten-Lender Consortium and provide on-going
liquidity while in chapter 11 AMERCO secured a $300,000,000
debtor-in-possession financing commitment from Wells Fargo
Foothill, Inc.  The DIP Facility also lays the groundwork for a
$650,000,000 Exit Financing Facility backed by Foothill and Credit
Suisse First Boston to fund the Reorganized Debtor's obligations
under a plan of reorganization as it emerges from chapter 11.

The DIP Facility provides AMERCO with access to $200,000,000 of
revolving credit ($25,000,000 of which backs letters of credit)
and a $100,000,000 term loan, all subject to a Borrowing Base
equal to 40% of the fair market value of the Debtor's Real
Property.  The Exit Facility consists of a $200,000,000 revolver
(with a $25,000,000 subfacility for letters of credit), a
$350,000,000 amortizing Term Loan A and a $100,000,000
non-amortizing Term Loan B, all subject to a Borrowing Base equal
to 50% of the fair market value of the Debtor's Real Property.

AMERCO and Amerco Real Estate Company are the direct Borrowers
under the DIP Facility, as well as any other wholly owned
subsidiaries Foothill may require.  All of AMERCO's other U.S.
affiliates and subsidiaries will guarantee repayment of AMERCO's
obligations.

The DIP Facility matures 12 months after entry of a Final DIP
Financing Order or 10 days following confirmation of a chapter 11
plan.  The Exit Facility contemplates a five-year term (with zero
to 2% prepayment penalties for early termination).

Subject to a $5,000,000 Carve-Out to permit payment of
professional fees and fees owed to the U.S. Trustee and Court
Clerk, all of AMERCO's borrowings under the DIP Facility
constitute super-priority administrative expenses pursuant to 11
U.S.C. Sec. 364(c) and are secured by super-priority liens on all
of the Debtor's otherwise unencumbered assets.  The Exit Facility
will be secured by first-priority liens on substantially all of
the Reorganized Debtor's assets.

AMERCO will pay interest on all amounts borrowed under the DIP
Facility, at its option, at LIBOR plus 3.0% or the Base Rate plus
1.0%.  The interest rate post-emergence will be tied to various
performance measures.

AMERCO will pay Foothill a variety of fees for the DIP Financing:

      (a) 0.50% per year on every dollar not borrowed as an
          Unused Line Fee;

      (b) customary 3.5% letter of credit fees;

      (c) $850 per-day per-analyst Field Examination Fees; and

      (d) other fees set forth in one or more non-public Fee
          Letters.

All Letters of Credit must be cash collateralized at a rate of
105%.

To make sure that AMERCO has ample liquidity to cash-out the Ten-
Lender Syndicate and continue operating, the DIP Financing
Package is conditioned on the Debtor having $40,000,000 of
unrestricted cash on hand plus available credit under the DIP
Financing Facility.

The Final DIP Financing Documents will impose quarterly EBITDA,
EBITDAR, leverage and fixed charge coverage ratio financial
covenants on the Debtor.  These financial covenants, the Debtor
indicates, will be not less than 80% of the Company's projected
operating performance.  The Debtor anticipates filing the final
DIP financing documents with the Bankruptcy Court this week.

The Debtor will ask the Court to approve the DIP Financing
Facility on an interim basis this week and convene a Final DIP
Financing Hearing on July 16.

AMERCO CFO Andrew A. Stevens tells Judge Zive that he solicited
DIP financing proposals from other financial institutions.  Those
institutions declined or offered proposals on inferior terms.
"Under the circumstances," Mr. Stevens is convinced, Foothill's
proposal is "the most favorable in light of the Debtor's working
capital needs" and presents "the most attractive economic
package." (AMERCO Bankruptcy News, Issue No. 1; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


AMERICAN COMM'L: Wants Lease Decision Period Extended to Nov. 1
---------------------------------------------------------------
American Commercial Lines, LLC and its debtor-affiliates seek
approval from the U.S. Bankruptcy Court for the Southern District
of Indiana to extend their time to decide how to treat and dispose
of their unexpired nonresidential real property leases.  The
Debtors ask the Court to stretch the time period within which they
must elect whether to assume, assume and assign, or reject their
unexpired nonresidential real property leases through the earlier
of:

     a) November 1, 2003, or

     b) the date on which a plan of reorganization is confirmed.

The Debtors submit that they require additional time to consider
whether to assume or reject the Leases. Although it may appear
that the Leases may be valuable to the continuing operations and
reorganizations of the Debtors' businesses, it is too early for
the Debtors to make a final decision.  Additionally, the Debtors
do not want to incur unnecessary postpetition liabilities under
the Leases when they have not yet made all of their relevant
decisions with regard to their 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.


AMERICAN GREETINGS: Says Q1 2004 Results in Line with Estimate
--------------------------------------------------------------
American Greetings Corporation (NYSE: AM) reported operating
results in line with its estimate for the first quarter of fiscal
2004.

The Corporation achieved net income of $19.7 million on net sales
of $454.3 million, for the first quarter ended May 31, 2003 (all
per share figures assume dilution). These results compare to net
income of $44.5 million on net sales of $484.2 million in the
first quarter last year. Included in the prior period is a $12.0
million pretax gain due to the sale of an equity investment.

The Corporation's first-quarter results reflect the impact of
several previously discussed factors, which reduced pretax income
by approximately $27 million in the period. The items previously
cited by the Corporation as reducing its first-quarter pretax
income were:

* The year-over-year effect of previously disclosed retail store
  losses and the reduction of shipments to improve sell-through,
  which had an aggregate negative pretax impact of approximately
  $15 million;

* The timing of costs and related benefits associated with the
  Corporation's supply chain transformation initiative, which
  Negatively impacted pretax income by approximately $7 million;
  and

* Costs related to the Corporation's April 15 early pay down of
  $118 million of term debt, which negatively impacted pretax
  income by approximately $5 million.

Based on its improving credit profile, American Greetings has made
modifications to the financial covenants within its senior secured
credit facility including the elimination of its minimum EBITDA
covenant. However, certain of the Corporation's remaining
covenants incorporate EBITDA as a component of the calculation.
EBITDA represents a non-GAAP (Generally Accepted Accounting
Principles) financial measure. EBITDA for the first quarter of
fiscal 2004 was $71.5 million, compared to $110.3 million in the
prior period. Adjusted EBITDA for the trailing four quarters ended
May 31, 2003, was $305.9 million, compared to adjusted EBITDA for
the year-ago trailing four quarters of $324.4 million. Last year's
first-quarter and trailing four-quarter adjusted EBITDA results
include a pretax gain of $12.0 million due to the sale of an
equity investment.

          Management Comments and Second Quarter Estimate

"Our first quarter performance is in line with our expectations,"
said chief executive officer Zev Weiss. The Corporation projects a
loss per share for the second quarter of 13 cents to 18 cents, a
quarter in which it has historically reported a net loss due to
the seasonal nature of its business. The Corporation realized a
net loss of $15.8 million, or 24 cents per share, for the second
quarter ended Aug. 31, 2002. "Our supply chain transformation
effort, which is focusing resources on key relationships and
streamlining workflows, is on track to yield benefits later this
fiscal year," said president and chief operating officer Jeff
Weiss.

American Greetings Corporation (NYSE: AM) is one of the world's
largest manufacturers of social expression products. Along with
greeting cards, its product lines include gift wrap, party goods,
reading glasses, candles, stationery, calendars, educational
products, ornaments and electronic greetings. Located in
Cleveland, Ohio, American Greetings generates annual net sales of
approximately $2 billion. For more information on the Corporation,
visit http://corporate.americangreetings.com  

As reported in Troubled Company Reporter's April 15, 2003 edition,
Standard & Poor's Ratings Services revised its outlook on American
Greetings Corp., to stable from negative due to its significantly
improved liquidity position and planned near-term strengthening of
the capital structure.

At the same time, Standard & Poor's affirmed its 'BBB-' corporate
credit and senior secured debt and 'BB+' subordinated debt ratings
on the company. The Cleveland, Ohio-based manufacturer and
distributor of greeting cards has about $860 million of debt
outstanding.


APPLICA INC: Wants to Redeem $30 Million of 10% Sr. Sub. Notes
--------------------------------------------------------------
Applica Incorporated (NYSE: APN) intends to redeem up to $30
million of its $130 million 10% Senior Subordinated Notes due
2008. The notes will be redeemed on July 31, 2003, at 105% of the
principal amount, plus accrued interest up to, but not including,
the redemption date.

Applica also intends to redeem up to an additional $40 million in
10% notes upon receipt of a cash distribution related to the
pending sale of an investment held by a joint venture that is 50%
owned by Applica. Applica expects the sale of such investment and
the related cash distribution to occur before the end of the third
quarter of 2003.

Applica Incorporated and its subsidiaries are manufacturers,
marketers and distributors of a broad range of branded and
private-label small electric consumer goods. The Company
manufactures and distributes small household appliances, pest
control products, home environment products, pet care products and
professional personal care products. Applica markets products
under licensed brand names, such as Black & Decker(R), its own
brand names, such as Windmere(R), LitterMaid(R) and Applica(TM),
and other private-label brand names. Applica's customers include
mass merchandisers, specialty retailers and appliance distributors
primarily in North America, Latin America and the Caribbean. The
Company operates manufacturing facilities in China and Mexico.
Applica also manufactures products for other consumer products
companies. Additional information regarding the Company is
available at http://www.applicainc.com

As previously reported in Troubled Company Reporter, Standard &
Poor's raised its senior secured bank loan rating on Miami
Lakes, Florida-based Applica Inc.'s $205 million revolving
credit facility due December 2005 to double-'B'-minus from
single-'B'-plus.

At the same time, Standard & Poor's affirmed its single-'B'-plus
corporate credit rating on the small appliance manufacturer and
marketer. The outlook is stable.


AVONDALE MILLS: Moody's Assigns B3 Senior Sub. Notes Rating
-----------------------------------------------------------
Moody's Investors Service took several low-B rating actions on
Avondale Mills, Inc. Outlook remains stable.

                        Affected Ratings
Avondale Mills, Inc

* B3 - assigned to $150 million issue of senior subordinated notes
       due 2013;

* B3 - $125 million issue of 10.25% senior subordinated notes due
       5/1/06 confirmed. (This rating will be withdrawn upon
       completion of the refinancing);

Avondale Incorporated:

* B1 - confirmed senior implied rating;

* B2 - confirmed senior unsecured issuer rating.

The rating actions mirrors the company's cash flow problems,
significant leverage and weak return on assets. The ratings are
however supported by the company's strong market position. Moody's
also believes that Avondale Mills have a strong financial and
operational management.

Headquartered in Monroe, Georgia, Avondale Mills, Inc. is a
subsidiary of Avondale Inc. The company is a leading manufacturer
of indigo-dyed denim, utility-wear and cotton piece-dyed fabrics.


BAUSCH & LOMB: Will Webcast Live Strategic Review Today
-------------------------------------------------------
Bausch & Lomb (NYSE:BOL) - which is intensifying its focus on and
increasing its funding for new product development under Chairman
and CEO Ronald L. Zarrella - will present for investors a live
webcast of a strategic review of the Company's growth
opportunities and an overview of its research and development
programs and capabilities Thursday, June 26, from 8:30 a.m. to
9:30 a.m. Eastern time.

The live webcast - available on the Investor Relations page of the
Company's Web site at http://www.Bausch.com and on  
http://www.vcall.com- will feature presentations by Zarrella,  
Senior Vice President - Research, Development & Engineering Gary
M. Aron, and Chief Financial Officer Stephen C. McCluski. Their
remarks will be available for 30 days on both Web sites, and a
transcript will be posted on the Bausch & Lomb Investor Relations
Web page after the live webcast.

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

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


BIOTRANSPLANT: Medi-507 Displays Survival in Preclinical Test
-------------------------------------------------------------
BioTransplant, Inc. (OTC Bulletin Board: BTRNQ.OB) announced that
MEDI- 507, the Company's humanized monoclonal antibody, which has
been licensed to MedImmune, Inc., for use as a stand-alone
therapeutic agent, was featured in a study published in the
July 1, 2003 edition of Blood. Specifically, a team of researchers
led by Dr. Thomas A. Waldmann of the National Cancer Institute
found that treatment with MEDI-507 led to long term survival in a
well-known murine model of adult T-cell leukemia.

"We are encouraged by these promising results which suggest that
MEDI-507 may have activity against T-cell leukemia, and we believe
that this trial offers additional support for a clinical program
evaluating MEDI-507 as a potential treatment for this indication,"
stated Donald B. Hawthorne, President and Chief Executive Officer
of BioTransplant.

In this study, immune deficient mice were infected with adult T-
cell leukemia cells and then randomized into three groups,
receiving either four weekly treatments with MEDI-507, six months
of weekly treatments with MEDI-507 or no treatment. A fourth group
of healthy mice served as a control for survival rate. Results
demonstrated that the mice treated with MEDI-507 for four weeks
survived longer than infected mice that did not receive treatment
(p<0.0001) and that the six-month course of therapy significantly
improved survival compared to the short-term therapy (p<0.0036).
In addition, treatment with MEDI-507 for six months led to long
term survival comparable to the survival rate of the healthy mice.

BioTransplant Incorporated, a Delaware corporation located in
Medford, Massachusetts, is a life science company whose primary
assets are intellectual property rights that it has exclusively
licensed to third parties. On February 27, 2003, the Company and
Eligix, Inc., its wholly-owned subsidiary, filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code in
the United States Bankruptcy Court in Boston Massachusetts. The
Company has exclusively licensed Siplizumab (MEDI-507), a
monoclonal antibody product, to MedImmune, Inc. The Company's
assets also include the AlloMune System technologies, which are
intended to treat a variety of hematologic malignancies and
improve outcomes for solid organ transplants, and the Eligix HDM
Cell Separation Systems, which use monoclonal antibodies to remove
unwanted cells from bone marrow, peripheral blood stem cell and
donor leukocyte grafts used in transplant procedures. On June 4,
2003, the Company announced that it had entered into an agreement
to sell its Eligix HDM Cell Separation System assets to Miltenyi
Biotec GmbH, subject to Bankruptcy Court approval and other
customary closing conditions. BioTransplant also has an interest
in Immerge BioTherapeutics, a joint venture with Novartis, to
further develop both companies' individual technology bases in
xenotransplantation.


BANC OF AMERICA: Fitch Assigns Low-B Ratings on 4 Note Classes
--------------------------------------------------------------
Banc of America Alternative Loan Trust (BoAALT) 2003-5 mortgage
pass-through certificates are rated by Fitch Ratings as follows:
Group 1 certificates (Group 1CB and Group 1NC):

     -- $258,140,000 classes CB-1, NC-1, NC-2, NC-3, CB-WIO, and
        NC-WIO 'AAA';

     -- $100 classes CB-R 'AAA';

     -- $5,850,000 class 1-B-1 'AA';

     -- $2,720,000 class 1-B-2 'A';

     -- $1,361,000 class 1-B-3 'BBB';

     -- $1,360,000 class 1-B-4 'BB';

     -- $953,000 class 1-B-5 'B'.

Group 2 certificates:

     -- $180,719,000 classes 2-A-1 and 2-A-WIO 'AAA';

     -- $1,673,000 class 2-B-1 'AA';

     -- $650,000 class 2-B-2 'A';

     -- $651,000 class 2-B-3 'BBB';

     -- $372,000 class 2-B-4 'BB';

     -- $186,000 class 2-B-5 'B'.

Certificates of both groups:

     -- $1,962,080 class A-PO, 'AAA'.

The 'AAA' rating on the group 1 senior certificates reflects the
4.90% subordination provided by the 2.15% class 1-B-1, 1% class 1-
B-2, 0.50% class 1-B-3, 0.50% privately offered class 1-B-4, 0.35%
privately offered class 1-B-5 and 0.40% privately offered class 1-
B-6. Classes 1-B-1, 1-B-2, 1-B-3, and the privately offered
classes 1-B-4, and 1-B-5 are rated 'AA', 'A', 'BBB', 'BB' and 'B',
respectively, based on their respective subordination.

The 'AAA' rating on the group 2 senior certificates reflects the
2.05% subordination provided by the 0.90% class 2-B-1, 0.35% class
2-B-2, 0.35% class 2-B-3, 0.20% privately offered class 2-B-4,
0.10% privately offered class 2-B-5 and 0.15% privately offered
class 2-B-6. Classes 2-B-1, 2-B-2, 2-B-3, and the privately
offered classes 2-B-4, and 2-B-5 are rated 'AA', 'A', 'BBB', 'BB'
and 'B', respectively, based on their respective subordination.

The ratings also reflect the quality of the underlying collateral,
the capabilities of Bank of America Mortgage, Inc. as servicer
(rated 'RPS1' by Fitch), and Fitch's confidence in the integrity
of the legal and financial structure of the transaction.

The transaction is secured by three pools of mortgage loans. The
loan groups 1CB and 1NC are cross-collateralized. The class A-PO
consists of three separate components which are not severable.

Approximately 45.69%, 84.97%, and 15.88% of the mortgage loans in
group 1CB, INC and group 2, respectively, were underwritten using
Bank of America's 'Alternative A' guidelines, which are less
stringent than Bank of America's general underwriting guidelines
and could include limited documentation or higher maximum loan-to-
value ratios. Mortgage loans underwritten to 'Alternative A'
guidelines could experience higher rates of default and losses
than loans underwritten using Bank of America's general
underwriting guidelines.

The Group 1CB collateral consists of recently originated,
conventional, fixed-rate, fully amortizing, first lien, one- to
four-family residential mortgage loans with original terms to
stated maturity ranging from 120 to 360 months. The weighted
average original loan-to-value ratio (OLTV) for the mortgage loans
in the pool is approximately 70.13%. The average balance of the
mortgage loans is $145,161 and the weighted average coupon of the
loans is 6.096%. The weighted average FICO credit score for the
group is 737. The states that represent the largest portion of
mortgage loans are California (45.25%), Florida (11.26%), and
Virginia (3.69%).

The Group 1NC collateral consists of recently originated,
conventional, fixed-rate, fully amortizing, first lien, one- to
four-family residential mortgage loans with original terms to
stated maturity of 360 months. The weighted average OLTV for the
mortgage loans in the pool is approximately 70.24%. The average
balance of the mortgage loans is $437,839 and the weighted average
coupon of the loans is 6.163%. The weighted average FICO credit
score for the group is 729. The states that represent the largest
portion of mortgage loans are California (63.51%), Illinois
(4.75%), and Florida (4.43%).

The Group 2 collateral consists of recently originated,
conventional, fixed-rate, fully amortizing, first lien, one- to
four-family residential mortgage loans with original terms to
stated maturity ranging from 120 to 180 months. The weighted
average OLTV for the mortgage loans in the pool is approximately
56.41%. The average balance of the mortgage loans is $108,832 and
the weighted average coupon of the loans is 5.569%. The weighted
average FICO credit score for the group is 741. The states that
represent the largest portion of mortgage loans are California
(49.93%), Florida (9.93%), and Virginia (4%).

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

Banc of America Mortgage Securities, Inc. deposited the loans in
the trust, which issued the certificates, representing undivided
beneficial ownership in the trust. For federal income tax
purposes, elections will be made to treat the trust as a real
estate mortgage investment conduit. Wells Fargo Bank Minnesota,
National Association will act as trustee.


CENTENNIAL HEALTHCARE: All Proofs of Claim Due by July 1, 2003
--------------------------------------------------------------
By Order of the U.S. Bankruptcy Court for the Northern District of
Georgia, Atlanta Division, creditors of Centennial Healthcare
Corporation and its debtor-affiliates are directed to file their
Proofs of Claim with the Debtors' Claims Agent on or before
July 1, 2003, or be forever barred from asserting their claims.

Proofs of Claim must be delivered to:

        Trumbull Bankruptcy Services
        PO Box 721
        Windsor, CT 06095-0721
        
Claims need not be filed at this time if they are on account of:

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

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

        3. Administrative Expense claims of the Debtors;

        4. Claims by any director, officer or employee of the
           Debtors for indemnification, contribution, subrogation,
           or reimbursement; and

        5. Claims previously allowed by Order of the Court.

Centennial HealthCare Corporation, which operates and manages 86
nursing homes in 19 states, filed for Chapter 11 petition on
December 20, 2002 (Bankr. N.D. Ga. Case No. 02-74974).  Brian C.
Walsh, Esq., and Sarah Robinson Borders, Esq., at King & Spalding,
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.


CHARTER COMMS: Appoints Southeast Division Management Team
----------------------------------------------------------
The appointment of the team to lead the Southeast Division of
Charter Communications, Inc. (Nasdaq: CHTR) was announced by Chuck
McElroy, Senior Vice President of Operations, Southeast Division.

Richard Bell, Vice President of Finance, Powell Bedgood, Vice
President of Engineering, Robert Carter, Vice President of Charter
Business Networks, Alan Clairmont, Vice President of Marketing,
Michael Kelley, Vice President of Advertising Sales, Michele
Parks, Vice President of Human Resources and Tracy Pitcher, Vice
President of Customer Care will provide guidance and support for
the division, which consists of Charter systems in Alabama,
Arkansas, Florida, Georgia, Kentucky, Louisiana, Mississippi,
North Carolina, South Carolina and Tennessee.

"I'm excited for this first-class team that we've assembled to
lead the largest of Charter's five divisions," Mr. McElroy said.
"Each professional brings not only a great deal of experience, but
also enthusiasm and creativity to our group. With their
leadership, I'm sure Charter will be able to fulfill our
commitment to provide our customers with a choice of quality
products backed by strong customer service."

Mr. Bell joins Charter from Cox Communications where he was
Director of Business Operations for Cox Business Services. Prior
to that, he served as Director of Business Operations for Urban
Media Communications. Mr. Bell was also the Senior Manager of
Financial Operations for Sprint Corporation.

Mr. Bedgood moves to the Southeast Division from Charter's
corporate office where he served as Vice President of Digital
Services. Prior to joining Charter, he served in similar roles at
Marcus Cable and Crown Cable.

Mr. Carter joins Charter from Cox Communications where he was Vice
President and General Manager for Cox Business Services in
Arizona. Prior to that, he served as the director of Operations
for Fairchild Communications. Mr. Carter has also worked AT&T and
Southwestern Bell, in addition to founding his own company that
specialized in the installation and maintenance of secondary
market PBX equipment.

Mr. Clairmont comes to Charter from AT&T Broadband where he was
Vice President of Marketing and Sales in the Pittsburgh area. He
has 19 years of experience in the cable industry having held
marketing and sales positions at Viacom Cable and Marcus
Communications.

Mr. Kelley has been with Charter since 1999 as Director of
Advertising for the Mid-South Region. A seventeen-year veteran of
the cable industry, he worked for Rifkin and Associates and TCI
before joining Charter.

Ms. Parks most recently served as the Director of Human Resources
for Charter's Georgia Operations. Prior to joining Charter in
2001, Ms. Parks spent two years with the Walt Disney Company where
she was part of a team that implemented service standards at Walt
Disney World. She also served as Director of Human Resources and
Training for two restaurant chains.

Ms. Pitcher joined Charter in 2001 as Director of Customer Care in
the company's Northeast Region. She moved to the Southeast Region
in July 2002 and led the local team which opened Charter's contact
center in Greenville County, S.C. Prior to joining Charter, Ms.
Pitcher worked in customer care at other broadband service
providers including AT&T Broadband, Comcast and Time Warner.

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

                         *    *    *

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

                  Restructuring Advisers Hired

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

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

Charter Communications Holdings' 13.500% bonds due 2011
(CHTR11USR3) are trading at about 53 cents-on-the-dollar. Go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=CHTR11USR3for  
real-time bond pricing.


CHESAPEAKE ENERGY: Acquires $220MM of Mid-Continent Gas Assets
--------------------------------------------------------------
Chesapeake Energy Corporation (NYSE: CHK) announced the
acquisition of $220 million of Mid-Continent gas assets through
its recent acquisition of privately-owned Oxley Petroleum Company
and several other recently completed and pending smaller
acquisitions.  In these transactions, Chesapeake has acquired or
agreed to acquire an internally estimated 135 billion cubic feet
of gas equivalent proved reserves (bcfe) for $220 million.  After
allocating $40 million of this purchase price to gas plants, gas
gathering systems and unevaluated leasehold, Chesapeake's
acquisition cost per mcfe of proved reserves is $1.33.

Current production from the acquired properties is approximately
35 million cubic feet of natural gas equivalent production (mmcfe)
per day and the proved reserves have a reserves-to-production
index of 10.6 years, are 99% natural gas and are 75% proved
developed.  Initial lease operating expenses on the acquired
properties are expected to average $0.45 per thousand cubic feet
of gas equivalent (mcfe), compared to $0.54 per mcfe for
Chesapeake during 2002 and approximately $0.70 per mcfe for the
company's peer group during 2002.

The Oxley acquisition closed on May 30, 2003 and the other
transactions have closed in recent months or will close before
July 31, 2003.  The company intends to finance the acquisitions
using cash on hand and short-term borrowings from its $350 million
bank credit facility.

          Background Information on Oxley Petroleum Company

Oxley Petroleum was founded in Tulsa in 1962 by John C. Oxley and
has been managed in recent years by Stephen M. "Mike" Oxley.  Over
the past 41 years, the Oxley family built one of the premier
privately-owned natural gas companies in Oklahoma.  Oxley's
primary focus was the Arkoma Basin, a prolific gas-producing
region located in eastern Oklahoma and western Arkansas where
Chesapeake already owns approximately 250 bcfe of estimated proved
reserves and produces approximately 50 mmcfe per day.  Of the
properties being acquired, 82% are located in townships in which
Chesapeake owns existing interests.  Chesapeake believes its
consolidation of assets in these townships will create numerous
operational efficiencies and enhanced drilling opportunities.

The majority of the other acquired assets are located in the
Greater Mayfield area of Beckham County in western Oklahoma, where
Chesapeake is very active.  In Greater Mayfield, Chesapeake is
currently drilling seven deep Springer wells to an average depth
of 20,000 feet.  Greater Mayfield is Chesapeake's most important
exploratory area and in 2003 the company expects to spend
approximately 10% of its projected $600 million capital  
expenditure budget further exploring and developing this area.

      Chesapeake Benefits from Increasing Mid-Continent Scale

Chesapeake remains focused on continuing to build an unprecedented
scale of operations in the prolific natural gas fields of the
Anadarko and Arkoma basins in the Mid-Continent.  During the past
five years, the company has actively consolidated ownership in key
Mid-Continent gas fields through acquisitions of long-lived gas
reserves owned by AnSon, Hugoton, DLB, Enervest, OXY, Barrett,
Apache, Gothic, Staghorn, Questar, Sapient, Ram, Canaan, Focus,
EnCana, Priam, Williams, OG&E, ONEOK, Vintage, El Paso and now
Oxley.  Through these and other acquisitions since 1998,
Chesapeake has acquired 2.5 trillion cubic feet of gas equivalent
proved reserves (tcfe) at an average cost of $1.14 per mcfe.

Through this consolidation effort, Chesapeake has emerged as
Oklahoma's largest natural gas producer, with an estimated 2003
gas production market share of 16%.  In addition, the company is
the operator of or a participant in approximately 50% of the 125
wells currently being drilled in Oklahoma, providing the company
with unequalled access to current geological information across
the state.  Chesapeake believes this knowledge provides it with
unique competitive advantages in executing its business strategy.

         Chesapeake Increases 2003 Production Guidance

Chesapeake is increasing its 2003 production forecast by 6% from a
range of 240-245 bcfe to a range of 255-260 bcfe to reflect the
transactions and the success of the company's exploration drilling
program. In April 2003, Chesapeake estimated that its daily
production during the second quarter of 2003 would average 675
mmcfe per day.  The company now estimates that its second quarter
production will average more than 710 mmcfe per day.  Of the 35
mmcfe per day estimated increase, 20% is attributable to the Oxley
transaction (which contributed 20 mmcfe per day to the last month
of the quarter, for an average for the quarter of 7 mmcfe per day)
and 80% is attributable to better than forecasted drilling
results.

Furthermore, Chesapeake now expects its second half of 2003
production to exceed 740 mmcfe per day, an increase of 65 mmcfe
per day over April's forecast of 675 mmcfe per day.  Of this
increase, 50% is attributable to the transactions and 50% is
attributable to better than forecasted drilling results.  In
addition, Chesapeake's initial production forecast for 2004 is
275-280 bcfe, or 760 mmcfe per day at the mid-point of this range.

During the past six weeks, Chesapeake has added substantial
natural gas and oil hedges to the hedging positions it had
previously announced in April 2003.  Currently, the company has
hedged the following amounts of its estimated 2003 - 2007 oil and
natural gas production:

                               Oil               Natural Gas
    Quarter or Year   % Hedged    $ NYMEX    % Hedged    $ NYMEX

    2Q 2003              71%       $28.12       40%       $5.10
    3Q 2003              83%       $28.07       53%       $5.49
    4Q 2003              83%       $28.07       49%       $5.73
    Remaining 2003       79%       $28.08       47%       $5.47

    2004                  9%       $27.30       12%       $5.87
    2005                ---           ---        3%       $4.99
    2006                ---           ---        3%       $4.84
    2007                ---           ---        3%       $4.84

Depending on changes in oil and natural gas futures markets and
underlying supply and demand trends, the company may either
increase or decrease its hedging positions in the future.

                     Management Comments

Aubrey K. McClendon, Chesapeake's Chief Executive Officer,
commented, "[Tues]day's announcements provide further evidence of
our ongoing commitment to creating industry-leading shareholder
value through a sharp strategic focus on further consolidation of
high-quality Mid-Continent gas assets, timely hedging decisions
and successful Mid-Continent deep gas exploration.  [Tues]day's
announced acquisitions fit perfectly with our existing Mid-
Continent assets and with Chesapeake's business strategy of
creating value by delivering profitable organic growth from our
unique deep gas exploration program and by acquiring and
developing low-cost, long-lived, under-exploited natural gas
assets in the Mid-Continent region.

"[Tues]day's announced transactions and Chesapeake's highly
successful drilling results during the second quarter should
increase our company's estimated proved reserves at June 30, 2003
to approximately 3.0 tcfe.  Based on the results achieved from our
previous acquisitions in the Mid-Continent, we expect to
substantially increase the value of these newly acquired
properties through additional drilling and by reducing
administrative and operating costs.  We are especially excited
about enhancing our Arkoma Basin position and increasing our
already strong position in the Greater Mayfield area of the
Anadarko Basin, where our recent drillbit performance has been
exceptional.

"In addition, our increased oil and natural gas hedging positions
should further strengthen the company's financial performance in
the quarters ahead. For some time now, our company had been
predicting that natural gas prices would sharply increase this
summer.  We have already successfully taken advantage of higher
gas prices early this summer to lock-in very attractive financial
returns for our shareholders on a significant portion of our
production.  We will be on the lookout for additional attractive
hedging opportunities later this summer and fall."

Chesapeake Energy Corporation is one of the eight largest
independent natural gas producers in the U.S.  Headquartered in
Oklahoma City, the company's operations are focused on exploratory
and 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.


CHS/COMMUNITY HEALTH SYSTEMS: Term Loan Gets S&P's BB- Rating
-------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'BB-' rating to
CHS/Community Health Systems Inc.'s $200 million incremental term
loan B facility. At the same time, Standard & Poor's affirmed the
ratings on parent company Community Health Systems Inc. The
outlook is stable.

Proceeds will be used to fund acquisitions and for general
corporate purposes. Total debt outstanding as of March 31, 2003
was $1.3 billion.

"The speculative-grade ratings on Community Health, an operator of
non-urban hospitals, reflect Standard & Poor's concern about the
company's somewhat aggressive acquisition activity and uncertain
reimbursement levels by the government and other third-party
payors," said Standard & Poor's credit analyst David Peknay.

Brentwood, Tennessee-based Community Health is an owner and
operator of 70 hospitals in 22 states, primarily in small, non-
urban markets with stable or growing population bases of between
20,000 and 100,000. The company maintains strong market positions
because the majority of its hospitals are the sole providers in
their communities. Community Health also maintains an aggressive
but disciplined acquisition approach, considering in its targets
such factors as physician recruitment and service enhancement.

Despite rapid growth during the past few years, the company's use
of both debt and equity has resulted in a reduction of lease-
adjusted debt to capitalization to 52% in 2002 from 64% in 2000.
The combination of the company's expected cash flow coupled with
modest expected use of debt should enable it to continue growing
without materially increasing leverage. At the same time, however,
acquisition activity will likely consume all of the improved free
cash flow.

The purchase of two hospitals is being funded with most of the new
debt issue. The company's success with its new investments will
determine the extent to which further debt is incurred. Moreover,
overall profitability will be tied to changes in reimbursement by
the government and other third-party payors, which are coming
under increasing pressure to contain their health care costs.


CMS ENERGY: Prepares Issuance of $150MM Convertible Senior Notes
----------------------------------------------------------------
CMS Energy (NYSE: CMS) (S&P, senior secured rated 'BB-', Rating
Outlook Negative) plans a private placement, under Rule 144A, of
$150 million of convertible senior notes due 2023.  The company
has granted the initial purchasers an option for a period of 30
days to purchase up to an additional $50 million of convertible
senior notes.  The net proceeds from this offering will be used to
pay off $150 million of CMS Energy's 8-3/8% Reset Put Securities.

The convertible notes and the underlying common stock issuable
upon conversion have not been registered under the Securities Act
of 1933 and may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.


COEUR D'ALENE: Names James R. Arnold VP of Technical Services
-------------------------------------------------------------
Coeur d'Alene Mines Corporation (NYSE: CDE), the world's largest
primary silver producer, appointed James R. Arnold as Vice
President Technical Services and Projects to direct engineering,
metallurgy, planning and project work for the Company, including
its developmental silver and gold projects in Bolivia and Alaska.

With over 29 years experience in the mining industry, Mr. Arnold
was most recently Chief Operating Officer for Earthworks, an
environmental management company owned by Coeur, where he was
instrumental in project evaluations.  In his new position, Mr.
Arnold will oversee Coeur's major developmental projects, such as
San Bartolome in Bolivia and Kensington in Alaska, from a
feasibility and construction perspective.

San Bartolome is Coeur's major silver development project with
approximately 126 million ounces of silver resources.  A potential
construction decision is expected at San Bartolome as soon as next
year. Kensington, near Juneau, contains 1.8 million ounces of
proven and probable gold reserves, and 1.4 million ounces of
resources.  Coeur anticipates receiving all necessary permits for
Kensington by the end of January 2004.

A member of the Society of Mining Engineers for 20 years,
Mr. Arnold has served on a number of SME committees, including the
Board of Directors and Executive Committee.  He helped develop the
environmental rules adopted by the Nevada Mining Association,
which have been in use for 15 years, and was elected chairman of
the Association in 1996.   His degrees include a BS in
Metallurgical Engineering from the University of Idaho and an MS
in Engineering Management from the University of Missouri-Rolla.

Coeur d'Alene Mines Corporation is the world's largest primary
silver producer, as well as a significant, low-cost producer of
gold.  The Company has mining interests in Nevada, Idaho, Alaska,
Argentina, Chile and Bolivia.

                          *    *    *

                   Going Concern Uncertainty

In the Company's 2002 Annual Report filed on SEC Form 10-K, the
Company's independent auditors, KPMG LLP, issue the following
statement, dated February 28, 2003:

"We have audited the 2002 financial statements of Coeur d'Alene
Mines Corporation (an Idaho Corporation) and subsidiaries (the
Company) as listed in the accompanying index. These financial
statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial
statements based on our audit. The 2001 and 2000 financial
statements of Coeur d'Alene Mines Corporation, as listed in the
accompanying index, were audited by other auditors who have
ceased operations and whose report, dated February 15, 2002,
expressed an unqualified opinion on those financial statements
and included an explanatory paragraph that stated that the
Company had suffered recurring losses from operations, had a
significant portion of its convertible debentures that needed to
be repaid or refinanced in June 2002 and had declining amounts
of cash and cash equivalents and unrestricted short-term
investments, all of which raised substantial doubt about its
ability to continue as a going concern."


CONCERT IND.: Brings-In Raoul Heredia as New Company President
--------------------------------------------------------------
Concert Industries Ltd. announced the appointment of Raoul F.J.
Heredia as President of the Company.

Mr. Heredia brings to Concert extensive business experience in
global manufacturing and distribution, together with a successful
track record of turning around underperforming businesses and
maximizing shareholder value. He spent eleven years with Price
Waterhouse (now PriceWaterhouseCoopers) in Montreal and Paris
before assuming positions as CFO and CEO with several Canadian
public companies. He is a Chartered Accountant.

Mr. Heredia was previously CFO of Peerless Carpet Corporation,
Canada's largest carpet manufacturer with plants in Canada, the
United States, Europe and Australia. Over several years, together
with the CEO, Mr. Heredia undertook a reorganization of Peerless
around its core business and renegotiated the company's lines of
credit. This led to an eventual sale of the company with a
significant gain for shareholders from pre-turnaround values.
Subsequently, as CFO and later CEO of The Algo Group Inc., a
Montreal-based apparel company, he successfully achieved a
restructuring and refinancing of the operations together with an
equity injection by strategic and financial partners. For the
past two years, Mr. Heredia has been a partner in the Friedman
Taub Heredia Consulting Group Inc., where he has assisted
companies in difficulty in managing the turnaround process.  

Mr. Heredia assumes overall responsibility for Concert's
worldwide operations from Dieter Peter, who will retain his
functions with Concert Industries as Chairman of the Board.

Earlier this year, Concert failed to meet certain covenants under
its senior credit facilities. The Company is presently in
discussion with its lenders regarding potential waivers and
amendments under the credit facilities. The Company is also
evaluating potential new sources of financing in order to
strengthen its balance sheet. The appointment of Mr. Heredia
marks a new phase in Concert's evolution, as it embarks on the
challenges of realizing the full potential of its recently
expanded manufacturing base in North America.  

"We are very pleased to be able to attract a senior executive
with a proven track record of success in turning around a global
manufacturing business," said Concert Chairman Dieter Peter.
"Raoul brings a fresh perspective to the challenges and
opportunities facing Concert. We believe he will bring valuable
leadership to the Company," Peter said.

Mr. Peter will continue to be actively involved in the
development of Concert Industries with its customers and
suppliers, and will work closely with Mr. Heredia in evaluating
the strategic and financial options available to the Company.

"I look forward to working with the dedicated team of
professionals at Concert to rapidly seek and implement solutions
for profitability," Mr. Hereida said. "I am especially pleased to
work with Dieter to help bring improvements to Concert's
business. His knowledge and experience in the rapidly evolving
airlaid industry will be an invaluable asset as we work to
strengthen the Company," he said.

Mr. Heredia will be based in Gatineau, Quebec, where Concert's
newest manufacturing facility is located. The Company also
intends to relocate its corporate office functions in the near
future from Vancouver, B.C. to Gatineau, Quebec in order to
consolidate support functions and reduce costs.

Mr. Jay Whitwham, Concert's CFO, has elected not to relocate to
Gatineau and will be leaving the Company, effective June 30,
2003. His functions will be assumed on an interim basis by Mr.
Heredia.

Concert Industries Ltd. is an international technology based
company specializing in the development and manufacture of
advanced airlaid materials. Concert's products are key components
in a wide range of consumer products including feminine hygiene,
pre-moistened baby wipes and adult incontinence products. Other
applications include home care products, disposable medical and
filtration applications and tabletop products.  

                        *   *   *

As reported in the May 15, 2003, issue of the Troubled Company
Reporter, Concert Industries Ltd., as result of a weaker than
expected first quarter, has entered discussions with its lenders
regarding further changes to the company's senior credit
facilities and is actively seeking to raise additional financing.


CONSECO FINANCE: Green Tree Servicing Wants to Obtain Financing
---------------------------------------------------------------
Green Tree Servicing LLC, formerly known as Conseco Finance
Servicing Corporation, has entered into a Revolving Line of Credit
and Security Agreement with U.S. Bank to obtain postpetition
financing.

The FPS DIP expired on May 31, 2003.  Accordingly, the Finance
Company Debtors paid the facility off.

The material terms of the RCLA are:

Borrower:   GTS

Lender:     U.S. Bank

Commitment: $400,000 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:       GTS will deliver to U.S Bank a Promissory Note for
            $400,000

Deposit
Account:    GTS will maintain a deposit account at U.S. Bank with
            $440,000 at all times

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

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)    


COOPERATIVE COMPUTING: Amends Tender Offer for 9% Sr. Sub. Notes
----------------------------------------------------------------
Cooperative Computing, Inc. entered an amendment to its tender
offer and consent solicitation with respect to its 9% Senior
Subordinated Notes due 2008 (CUSIP No. 216845 AC 1).

The text of the amendment is set forth below:

               AMENDMENT NO. 1 TO OFFER TO PURCHASE
                AND CONSENT SOLICITATION STATEMENT
                    COOPERATIVE COMPUTING, INC.

Offer to Purchase for Cash Any and All of Its Outstanding
$100,000,000 9% Senior Subordinated Notes due 2008 (CUSIP No.
216845 AC 1) and Solicitation of Consents to Proposed Amendments
to the Related Indenture

Reference is made to that certain Offer to Purchase and Consent
Solicitation Statement dated as of May 30, 2003 of Cooperative
Computing, Inc., a Delaware corporation. Capitalized terms used in
this Amendment No. 1 to Offer to Purchase and Consent Solicitation
Statement and not otherwise defined shall have the meaning given
such terms in the Offer to Purchase.

The Offer to Purchase is being modified to provide that if (i) the
Minimum Tender Condition, the Financing Condition and the General
Conditions are satisfied, (ii) CCI has received the Requisite
Consents and (iii) CCI and the Trustee execute the Supplemental
Indenture, all Holders will receive the Consent Payment on the
Payment Date, whether or not they have tendered their Notes
pursuant to the Offer (and, in the case of Notes tendered pursuant
to the Offer, whether or not such Notes were tendered prior to the
Consent Date).

Other than as modified in this Amendment, the terms and conditions
of the Offer and Consent Solicitation remain unchanged.

If the Proposed Amendments become effective, Holders who do not
tender Notes will no longer be entitled to certain covenants and
events of default in the Indenture. The Offer is scheduled to
expire at 11:59 P.M., New York City time, on Thursday, June 26,
2003, unless extended.

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

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

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


CORNING INC: Re-Affirms Second-Quarter Financial Guidance
---------------------------------------------------------
Corning Incorporated (NYSE:GLW) Vice Chairman and Chief Financial
Officer James B. Flaws told investors that the company continues
to make significant progress on its three main priorities of
protecting its financial health, returning to profitability in
2003 and investing in its future.

Flaws told analysts and investors attending the Wachovia
Securities 13th Annual Nantucket Conference in Nantucket, Mass.,
that Corning expects to be profitable for the full-year and will
return to profitability in the third quarter, if not sooner,
excluding special items. He also reiterated the company's outlook
for the second quarter.

Flaws said that Corning's return to profitability would stem from
the significant restructuring actions it has taken to reduce and
control costs; positive momentum of its liquid crystal display
glass business; and productivity gains. He pointed out that the
company had been able to maintain ample cash and liquidity while
reducing debt by $2 billion since the end of 2001. "We are very
pleased with our debt reduction program and the recent tender
offer to support this effort. Combined with our objective of
returning to profitability later this year, this reduction in
leverage will be an important part of achieving our goal of
regaining an investment-grade rating," he said.

               Second-Quarter Guidance Reiterated

Flaws reiterated previously announced guidance for the second
quarter. He said Corning still expected revenues in the range of
$715 million to $745 million and results in the range of a net
loss of $0.02 per share to income of $0.01 per share for the
second quarter. These anticipated results exclude the impact of
previously announced restructuring charges; the previously
announced loss on the sale of the company's Photonic Technologies
business; gains from the repurchase of debt through the tender
offer; and a charge to increase the asbestos settlement reserve
required by the recent increase in Corning's stock price.

                       Growth Opportunities

Flaws reminded investors that the company's Technologies segment
presents significant opportunity for growth and that these
businesses would assist in Corning's ability to restore
profitability by the third quarter of 2003. He said this would be
led by expected strong sales of flat-panel glass for LCDs, as well
as the continued increases in sales of ceramic substrates for
gasoline and diesel engines.

                       Recent Announcements

Additionally, Flaws will review Corning's recently announced sale
of its Photonic Technologies business to Avanex Corporation; the
closing of its conventional television glass business; and its
repurchase of $834 million in zero coupon debentures related to a
completed tender offer.

Established in 1851, Corning Incorporated --
http://www.corning.com-- creates leading-edge technologies that  
offer growth opportunities in markets that fuel the world's
economy. Corning manufactures optical fiber, cable, hardware and
equipment in its Telecommunications segment. Corning's
Technologies segment manufactures high-performance display glass,
and products for the environmental, life sciences and
semiconductor markets.


COVANTA ENERGY: Wants Nod to Assume Eurnekian Usufruct Agreement
----------------------------------------------------------------
According to James L. Bromley, Esq., at Cleary, Gottlieb, Steen &
Hamilton, in New York, Covanta owned certain shares in Aeropuertos
Argentina 2000 S.A. and was the recipient of certain payments
under a series of management and technical assistance relating to
the Ezeiza airport in Buenos Aires, Argentina. Although Covanta
was interested in selling its AA2000 shares, it was prohibited
from doing so due to certain restrictions applicable until
February 13, 2003.

On April 3, 2000, Covanta entered into a certain AA2000 Usufruct
and Option Agreement with Eduardo Eurnekian.  Under the Usufruct
Agreement:

    (a) Mr. Eurnekian paid $27,500,000 to Covanta;

    (b) Covanta granted to Mr. Eurnekian all of the economic
        interests in and voting rights associated with the AA2000
        shares through February 13, 2010; and

    (c) Mr. Eurnekian had an option to pay Covanta an additional
        $2,500,000 plus interest on or after February 13, 2003 but
        no later than February 13, 2010 in exchange for Covanta's
        transfer of any remaining legal and beneficial ownership
        in the AA2000 shares.

Moreover, Mr. Bromley continues, the Usufruct Agreement requires
Mr. Eurnekian to exercise all reasonable efforts to satisfy the
conditions precedent for the exercise of the Option, the
principal condition being obtaining the approval of the Argentine
aviation authorities.  Mr. Eurnekian indicated that he is in the
process of obtaining the required approval.  Mr. Eurnekian also
indicated that he intends to exercise the Option and will pay
Covanta $2,500,000 plus interest in exchange for the transfer of
any remaining legal and beneficial ownership of the AA2000
shares.

Thus, by this motion, the Debtors ask the Court, pursuant to
Section 365 of the Bankruptcy Code, to:

    (1) authorize, but not oblige Covanta Energy Corporation to
        assume the AA2000 Usufruct and Option Agreement dated as
        of April 3, 2000 by and between Eduardo Eurnekian and
        Covanta, and

    (2) find that no cure amounts are due under the Usufruct
        Agreement.

The Debtors do not believe that there is any other commercially
reasonable alternative to assuming the Usufruct Agreement
considering:

    -- the poor current financial condition of operations at the
       Buenos Aires airport,

    -- the deteriorating political conditions in Argentina, and

    -- the overall decline of the aviation industry.

In addition, the Debtors believe that it is feasible to attempt
to sell or otherwise obtain value out of their remaining interest
in the AA2000 shares.

Mr. Bromley asserts that the assumption of the Usufruct Agreement
will enable Covanta to avoid the potential for costly, drawn-out
litigation both in the United States and Argentina over a refusal
to honor Mr. Eurnekian's option to pay Covanta in exchange for
the latter's transfer of any remaining legal and beneficial
ownership in the AA2000 shares. (Covanta Bankruptcy News, Issue
No. 30; Bankruptcy Creditors' Service, Inc., 609/392-0900)    


DICE INC: S.D.N.Y. Court Confirms Joint Plan of Reorganization
--------------------------------------------------------------
Dice Inc. (OTC Bulletin Board: DICEQ) announced that the U.S.
Bankruptcy Court for the Southern District of New York has
confirmed its pre-arranged Joint Plan of Reorganization proposed
by the Company and by Elliott Associates, L.P. and Elliott
International, L.P., which hold approximately 48% of the Company's
Convertible Subordinated Notes.

The Plan received overwhelming approval by shareholders and
bondholders, with both classes entitled to vote having done so by
substantially more than the margins required for acceptance by
each class. According to the final count of ballots received by
the voting deadline, 98.7% of the shares that were voted were in
favor of the Plan. Holders of 92% of the principal amount of the
Notes voted; 100% of those Notes were voted in favor of the Plan.
No objections to confirmation of the Plan were received. The
Company is targeting June 30, 2003 as the Effective Date for
emergence from Chapter 11.

"We have continued to deliver the highest quality service to our
customers during the process of reorganizing our capital
structure," said Scot W. Melland, chairman and chief executive
officer of Dice Inc. "The ongoing operations of Dice and MeasureUp
were not affected. In fact, we have been able to strengthen our
market position, introduce many enhancements to our service, and
win new customers."

"Our performance reflects the hard work of our employees, the
strength of our brand, and the quality of our relationships,"
continued Melland. "We appreciate the continued loyalty of our
customers and the strong support of the Plan by all stakeholder
groups."

"The Plan confirmed [Tues]day will eliminate all of the
outstanding Notes via a debt for equity exchange, from which we
will emerge as a privately held, essentially debt-free company
with a solid financial position," said Michael P. Durney, senior
vice president and chief financial officer of Dice Inc. "The
dedication of our employees and support from our stakeholders has
enabled us to complete this process rapidly and efficiently
(within 130 days), well within the timetable announced in
February."

"Our business continues to generate positive cashflow, and after
paying all claims and costs associated with the restructuring
process, Dice will emerge with more than enough cash to continue
to grow our business and serve our customers," said Durney.

                    Joint Plan of Reorganization

As previously reported, the Plan provides for the extinguishment
of approximately $69.4 million in aggregate face amount of the
Company's Notes in exchange for 19,000 shares, or 95%, of
Reorganized Dice Common Stock. Upon the Company's emergence from
bankruptcy, Elliott will own approximately 46% of Reorganized
Dice.

The Plan also provides for the 130 largest current Dice
shareholders to receive a pro rata allocation of 1,000 shares, or
5%, of Reorganized Dice Common Stock. The remainder of
shareholders will receive a pro rata allocation of $50,000 in
cash. Stockholders who would receive less than an aggregate of
$5.00 for their shares will not participate in the cash
distribution. In addition to their 5% ownership, existing Dice
shareholders who receive new common stock will also receive
warrants to acquire an additional 8% of Reorganized Dice Common
Stock. These warrants will have an exercise price which would
equate to an equity value for the Reorganized Company of $69.4
million in the aggregate. Under the Plan, all of the Company's
currently outstanding capital stock and options will be canceled.

On the Effective Date, the Company will make payments to creditors
as determined under the Plan and will initiate the process of
canceling its existing stock and distributing Reorganized Dice
Common Stock. The process of distributing new stock and cash to
existing Dice shareholders and exchanging new stock for the Notes
will take several weeks.

On the Effective Date, the Company will also begin the process of
deregistering its existing common stock, and as a result, will
become privately held.

Dice Inc. (OTC Bulletin Board: DICEQ) -- http://about.dice.com--  
is the leading provider of online recruiting services for
technology professionals. Dice Inc. provides services to hire,
train and retain technology professionals through its two
operating companies, dice.com, the leading online technology-
focused job board, as ranked by Media Metrix and IDC, and
MeasureUp, a leading provider of assessment and preparation
products for technology professional certifications.


DLJ MORTGAGE: Fitch Takes Various Rating Actions on 4 Issues
------------------------------------------------------------
Fitch Ratings has taken rating actions on the following DLJ
Mortgage Acceptance Corporation issues:

Series 1996-Q1:

        -- Class A-1 affirmed at 'AAA';
        -- Class A-2 affirmed at 'AA';
        -- Class B-1 affirmed at 'A'.

Series 1996-Q5:

        -- Class A-1 affirmed at 'AAA';
        -- Class A-2 affirmed at 'AA+';
        -- Class B-1 downgraded to 'BB' from A'.

Series 1996-QB:

        -- Class B-1 downgraded to 'C' from 'BB'.

Series 1996-QJ:

        -- Class B-1 affirmed at 'A+';
        -- Class B-2 affirmed at 'BBB+';
        -- Class B-3 downgraded to 'D' from 'CCC'.

These negative actions are taken due to the level of losses
incurred and the high delinquencies in relation to the applicable
credit support levels as of the May 25, 2003 distribution.

The affirmations on these classes reflect credit enhancement
consistent with future loss expectations.


ENCOMPASS SERVICES: US Trustee Reconstitutes Creditor Committee
---------------------------------------------------------------
Richard W. Simmons, the U.S. Trustee for the Southern District of
Texas in Region 5, reconstitutes the Official Committee of
Unsecured Creditors in Encompass Services Corporation and debtor-
affiliates' Chapter 11 cases:

      1. Wells Fargo Bank Capital Markets
         Attn: Sean Lynch
         550 California Street
         14th Floor, San Francisco, CA 94104
         415-396-5113/415-396-3962, 415-975-7235 Fax
         lynch@wellsfargo.com/mckeebbjs@wellsfargo.com

      2. Harbert Management Corporation
         Attn: Phillip Falcone
         555 Madison Avenue
         28th Floor, New York, NY, 10022
         212-521-6988, 212-521-6972 Fax
         pfalcone@harbert.net

      3. Hughes Supply, Inc.
         Attn: John Z. Pare
         20 North Orange Avenue
         Suite 200, Orlando, FL, 32801
         407-841-4755, 407-649-3018 Fax
         john.pare@hughessupply.com

      4. The Bank of New York
         Attn: Martin Feig
         101 Barclay Street
         8 West, New York, NY, 10286
         212-815-5383, 212-815-5131 Fax
         mfeig@bankofny.com
(Encompass Bankruptcy News, Issue No. 15; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


ENRON CORP: Broadband Unit Sues Travelers for $16MM in Damages
--------------------------------------------------------------
On March 28, 2001, Enron Broadband Services, LP entered into a
Capacity Service Agreement with Global Crossing Bandwidth, Inc.
Pursuant to the Agreement, Global agreed to provide OC-12c fiber
capacity to EBS on Global's fiber optic network between points of
presence in certain end-point cities during the period commencing
on the Effective Date and ending on March 31, 2009.

Prior to the execution of the Agreement, Neil Berger, Esq., at
Togut Segal & Segal LLP, in New York, informs the Court that
Global asked EBS to prepay the entire contract price of the
Agreement amounting to $17,745,000.  EBS would not agree to
Global's request for the Prepayment unless it obtained a surety
bond or other collateral for the full amount of the Prepayment
for EBS' benefit, in the event that Global failed to perform
under the Agreement.  Thus, Travelers Casualty and Surety Company
of America agreed to issue an advance payment performance bond in
EBS' favor to secure Global's performance under the Agreement
after it examined the Agreement.

The Surety Bond was issued with a one-year term and was extended
automatically for additional one-year terms unless Travelers
terminate it.  Pursuant to the terms of the Surety Bond,
Travelers' payable to EBS is reduced automatically from time to
time in accordance with the schedule annexed to the Surety Bond.

On October 12, 2001, while the Surety Bond was in full force and
effect and before the expiration of its Initial Term, Travelers
delivered a Termination Notice to EBS advising that it would not
renew the Surety Bond beyond the Initial Term.  However, Mr.
Berger points out that Travelers did not, and could not,
terminate the Surety Bond during the Initial Term.  Hence, the
Surety Bond continued in full force and effect until the end of
the Initial Term.

To cover itself, on October 15, 2001, EBS timely provided a
written notice to Global of Travelers' Termination Notice and
demanded that Global arrange for replacement of the Surety Bond
in accordance with the terms of the Agreement.  However, Mr.
Berger says, Global failed to provide a replacement for the
Surety Bond, which otherwise breached the Agreement.

On February 27, 2002, while the Surety Bond was in full force and
effect during the Initial Term, EBS made a timely written demand
for Travelers to pay the Monthly Maximum Penal Sum then
outstanding amounting to $15,897,000 -- the Termination Payment.
According to Mr. Berger, Travelers' obligation to pay the
Termination Payment to EBS is unconditional and absolute, and may
not be modified or amended by reference to any other document.
However, Travelers refused to make the Termination Payment.  This
is despite EBS' provision of numerous documents and information
supporting the Claim.

Accordingly, EBS asks Judge Gonzalez to:

    (a) compel Travelers to turn over the funds due and owing to
        EBS pursuant to the Surety Bond and Section 542(a) of the
        Bankruptcy Code;

    (b) determine that Travelers breached the terms of the Surety
        Bond; and

    (c) determine that due to the breach, EBS has been damaged
        amounting to $15,897,000 plus interest since the date
        of the Demand. (Enron Bankruptcy News, Issue No. 70;
        Bankruptcy Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Enron Corp.'s 9.875% bonds due 2003
(ENRN03USR3) are trading at about 19 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ENRN03USR3for  
real-time bond pricing.


ENRON: Enron Credit Inc.'s Voluntary Chapter 11 Case Summary
------------------------------------------------------------
Debtor: Enron Credit Inc.
        1400 Smith Street
        Houston, Texas 77002

Bankruptcy Case No.: 03-14175

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

Chapter 11 Petition Date: June 25, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

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

Estimated Assets: $10 Million to $50 Million

Estimated Debts: $50 Million to $100 Million


ENRON: Power Corp.'s Case Summary & 10 Unsecured Creditors
----------------------------------------------------------
Debtor: Enron Power Corp.
        1400 Smith Street
        Houston, Texas 77002

Bankruptcy Case No.: 03-14176

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

Chapter 11 Petition Date: June 25, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

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

Estimated Assets: More than $100 Million

Estimated Debts: More than $100 Million

Debtor's 10 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Linc Jones                  Employment Agreement      $163,885

Jude Rolfes                 Employment Agreement      $158,968

Torres & De Hoyos Koloffon  Trade                      $24,226

Pro Business                Trade                      $21,520

Corestaff Services          Trade                      $11,194

Verizon Wireless            Trade                       $5,541

United States Treasury      Trade                       $4,995

Tindall & Foster            Trade                         $294        

Corporate Express           Trade                         $189

Treasurer of the State of   Government                     $50  
Ohio

ENRON: Richmond Power's Case Summary & 2 Unsecured Creditors
------------------------------------------------------------
Debtor: Richmond Power Enterprise, L.P.
        1400 Smith Street
        Houston, Texas 77002

Bankruptcy Case No.: 03-14177

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

Chapter 11 Petition Date: June 25, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

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

Estimated Assets: $0 to $50,000

Estimated Debts: $1 Million to $10 Million

Debtor's 2 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
SJE Cogeneration Co. Inc.   Contract                $2,561,877
19 W. 039 Normandy Avenue
South, Oak Brook, IL 60523
Attn: Holly L. Tomchey
Wildman, Harrold, Allen &
Dixon
225 W. Wacker Drive
Suite 3000
Chicago, IL 60606
Tel: 312-201-2000

URS Corporation             Trade                      $41,716


ENRON: ECT Strategic Value's Voluntary Chapter 11 Case Summary
--------------------------------------------------------------
Debtor: ECT Strategic Value Corp.
        1400 Smith Street
        Houston, Texas 77002

Bankruptcy Case No.: 03-14178

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

Chapter 11 Petition Date: June 25, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

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

Estimated Assets: $10 Million to $50 Million

Estimated Debts: $10 Million to $50 Million


EQUIFIN INC: Inks Definitive Merger Pact with Celtic Capital
------------------------------------------------------------
EquiFin, Inc., (AMEX:II and II,WS) signed a definitive merger
agreement providing for the anticipated merger of Celtic Capital
with EquiFin. The parties expect the merger could be completed on
or before the end of August, subject to the satisfaction of
certain conditions, including EquiFin's ability to raise
$3,000,000 of new capital.

The Company will initially issue 1,450,000 shares of common stock
to Celtic's selling stockholders with up to 350,000 additional
shares of common stock able to be acquired by Celtic's selling
stockholders over the next three years based on achieving certain
earnings. EquiFin will also pay the selling stockholders $450,000
in cash as compared to the originally structured $100,000. A 6%
preferred, in the amount of $750,000, will also be issued to the
selling stockholders, which is convertible into up to 2,500,000
shares of common stock over the next three years based on certain
earnings thresholds and the attaining of EquiFin's stockholder
approval.

"As we stated in March, when we first announced our intentions to
merge Celtic with EquiFin, the joining together of our enterprises
would create an asset-based finance group focused on national
growth. The combination of diverse talents from both companies,
who also share a common philosophy on providing credit to the
small, mid-size business enterprise, makes this proposed merger
exciting," said Walter "Chip" Craig, EquiFin's Chairman and Chief
Executive Officer. "We will be working over the next few weeks to
attempt to secure the capital necessary to make this merger a
reality." The combined enterprise would have a projected portfolio
of structured credits to small, mid-size businesses of between
$30,000,000 and $35,000,000 at closing. The acquisition of Celtic
is expected to be accretive to earnings.

                         *    *    *
                  Going Concern Uncertainty

In its most recent Form 10-KSB filing, the Company reported:

"Equinox Business Credit Corp. (81% owned subsidiary) did not
meet the tangible net worth requirement of $3,000,000 under its
credit facility at December 31, 2002.  The lender has waived the
defaults and amended the credit facility to provide for a
tangible net worth requirement of $2,600,000 through May 31,
2003 and $3,900,000 effective June 30, 2003.  The operating
results for Equinox will not be adequate to establish this net
worth requirement during the last half of 2003 and, accordingly,
further capital contributions by EquiFin to cover such
deficiency will be required.  In addition to the agreement to
have a specific net worth which has required capital
contributions from EquiFin, Equinox has, through March 31, 2003,
operated as a negative cash flow business.  EquiFin has provided
operating cash to Equinox to cover such cash shortfalls.
EquiFin is continuing its capital formation efforts so that it
will be in a position to continue to provide Equinox with
capital for its operating needs and net worth coverage, however
there can be no assurances that such efforts will be successful.

"If EquiFin is unable to raise capital on a timely basis, or
liquidate any of its other assets on a timely basis to meet
Equinox' net worth and/or cash flow needs, Equinox would be
required to attempt to negotiate a waiver with the lender on the
net worth requirement of its Credit Facility.  There can be no
assurance the lender would consent to this request.  If
sufficient cash is not timely available for Equinox' operating
needs, a reduction in operating expenses or a liquidation of
certain assets would be required to continue Equinox'
operations.  Equinox also does not expect to meet the interest
coverage requirement in April 2003.  Accordingly, these matters
raise substantial doubt about the Company's ability to continue
as a going concern."


E.SPIRE: Chapter 11 Trustee Employs Young Conaway as Counsel
------------------------------------------------------------
Gary F. Seitz, the duly appointed Chapter 11 Trustee for the
estates of e.spire Communications, Inc., and its debtor-
affiliates, sought and obtained approval from the U.S. Bankruptcy
Court for the District of Delaware, to employ Young Conaway
Stargatt & Taylor, LLP as his Counsel.

The Trustee anticipates that Young Conaway will provide necessary
services to enable the Trustee to carry out his duties in this
case. These services are expected to include the preparation of
motions and applications, presenting matters to the Court,
investigating causes of actions, and assisting the Trustee in
asserting any actions provided by the Trustee's powers tinder the
Bankruptcy Code.

In this engagement, the professional services that Young Conway
will render to the Trustee include:

     a) taking all action(s) necessary to protect and serve the
        Debtors' estates, including the prosecution of actions
        on the Trustee's behalf (including accounts collections
        and preference actions), the defense of any actions
        commenced against the Trustee, negotiating any disputes
        in which the Trustee is involved, and preparing
        objections to claims filed against the estates;

     b) appearing in Court to protect the interests of the
        Trustee before the Court; and

     c) performing all other legal services for the Trustee as
        necessary and proper in these proceedings.

The principal attorneys and paralegal presently designated to
represent the Trustee and their current standard hourly rates are:

     John D. McLaughlin, Jr.   Special Counsel  $385 per hour
     Maribeth L. Minella       Associate        $245 per hour
     Marnie Powell             Paralegal        $110 per hour

e.spire Communications, Inc., is a facilities-based integrated
communications provider, offering traditional local and long
distance internet access throughout the United States. The Company
filed for chapter 11 protection on March 22, 2001 (Bankr. Del Case
No. 01-974).  Domenic E. Pacitti, Esq., and Maria Aprile Sawczuk,
Esq., at Saul Ewing LLP represent the Debtors in their
restructuring effort.


ESSENTIAL THERAPEUTICS: General Claims Bar Date Set for July 11
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware notifies
all creditors of Essential Therapeutics and its debtor-affiliates
to submit their proofs of claim against the Debtors on or before
July 11, 2003, or be forever barred from asserting their claims.

The Court sets the Governmental Claims Bar Date for Oct. 31, 2003.

The Clerk of the Bankruptcy Court must receive the Proofs of Claim
before 4:00 p.m. on the applicable Bar Date, and a copy must be
served on the Debtors' counsel:

        Ashby & Geddes, PA
        Attn: Christopher S. Sontchi, Esq.
        222 Delaware Avenue, 17th Floor
        PO Box 1150
        Wilmington, Delaware 19899
  
Essential Therapeutics, Inc., and its debtor-affiliates are
biopharmaceutical companies committed to the discovery,
development and commercialization of critical products for life
threatening diseases. The Company filed for chapter 11 protection
on May 1, 2003 (Bankr. Del. Case No. 03-11317). Christopher S.
Sontchi, Esq., at Ashby & Geddes and Guy B. Moss, Esq., at Bingham
McCutchen LLP represent the Debtors in their restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $46,317,000 in total assets and $65,073,000
in total debts.


FEDERAL-MOGUL: Appoints Dale Pilger as SVP for Global OE Sales
--------------------------------------------------------------
Dale R. Pilger has been appointed to the new position of senior
vice president, global original equipment sales, application
engineering and marketing, for Federal-Mogul Corporation.

Reporting to President and Chief Operating Officer Chip McClure,
Pilger will be the company's senior interface with original
equipment (OE) customers worldwide in the light vehicle, heavy-
duty truck, small engine and industrial markets.  His  
responsibilities will encompass marketing, sales, application
engineering, planning, account management and systems offerings in
all product lines related to engines and powertrains.

"Establishing a coordinated global approach to OE sales and
marketing is critical to growing our business and enhancing
service to our customers," McClure said.  "Under Dale's
leadership, this structure will make it easier to serve our OE
customers and to expand our product offerings in regions where we
have significant growth opportunities.  This approach also ensures
that as we shape our future direction in the OE market, we will do
so with significant and coordinated customer input."

A 25-year veteran of the auto industry, Pilger has extensive
business leadership and international experience in a wide range
of products with major OE and supplier organizations, and a track
record of enhancing business performance and growing sales.  In
addition to his diverse sales, engineering and marketing
background, Pilger has had significant operational and profit/loss
accountability for business segments including door systems and
Asia Pacific operations.

"Dale brings a broad business perspective encompassing all aspects
of running successful businesses, including commercial and
operational disciplines," McClure said.  "I am confident that
under his leadership, we will leverage our global presence, strong
technology and solid customer relationships to expand our OE
business.  His experience in Japan will be especially beneficial
as we pursue our growth strategy in the Asia Pacific region."

Pilger most recently was chief operating officer of Smartsynch,
Inc., a high-technology start-up company supporting the energy
utility and telecommunications arenas, based in Jackson,
Mississippi.  He achieved significant revenue growth in
challenging markets while overseeing development and
commercialization of a key new product line.

Pilger spent more than 20 years with global supplier Delphi
Corporation, most recently as general director, global sales,
marketing and planning and executive in charge of the door systems
business.  From 1995-98, he was regional director, Asia Pacific,
based in Tokyo, Japan, overseeing all operations in the region,
driving global customer focus, localized manufacturing operations
and significant sales growth.  In this role he helped enhance the
capability of the company's Asian technical center and built
relationships with local business partners and auto manufacturers
throughout the Asia Pacific region.

Pilger's other positions at Delphi included chief engineer, power
and signal distribution systems, Delphi Packard Electric; manager,
international sales, engineering and venture development; Saturn
business manager; and various quality control and product
engineering roles.  Pilger also spent three years with General
Motors Corp. as managing director of GM Kenya in Nairobi, Kenya.

Pilger has a master of science degree in management from
Massachusetts Institute of Technology Sloan School of Management,
and a bachelor of science degree in electrical engineering from
Kettering University in Flint, Michigan.

Federal-Mogul is a global supplier of automotive components,
modules, sub-systems and systems serving original equipment
manufacturers and the aftermarket.  The company utilizes its
engineering and materials expertise, proprietary technology,
manufacturing skill, distribution flexibility and marketing power
to deliver products, brands and services of value to its
customers.  Federal-Mogul is focused on the globalization of its
teams, products and processes to bring greater opportunities for
its customers and employees, and value to its constituents.  
Headquartered in Southfield, Michigan, Federal-Mogul was founded
in Detroit in 1899 and today employs 47,000 people in 25
countries.  For more information on Federal-Mogul, visit the
company's Web site at http://www.federal-mogul.com

Federal-Mogul Corp.'s 8.800% bonds due 2007 (FDML07USR1) are
trading at about 14 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=FDML07USR1for  
real-time bond pricing.


FERRELLGAS PARTNERS: Prices 1.25 Million Common Unit Offering
-------------------------------------------------------------
Ferrellgas Partners, L.P., (NYSE: FGP) and affiliates priced their
public offering of 1.25 million common units at a public offering
price of $22.55 per common unit.  The offering is scheduled to
close on June 27, 2003.

Ferrellgas also has granted to the underwriter of this offering a
30-day option to purchase up to an additional 187,500 common units
to cover any over- allotments.  Ferrellgas intends to use the net
proceeds from the offering to redeem and retire a portion of its
outstanding senior units.

UBS Securities LLC acted as sole manager on the offering.  When
available, copies of the final prospectus supplement, the
accompanying base prospectus and the accompanying reoffer
prospectus may be obtained from: UBS Securities LLC, 1285 Avenue
of the Americas, New York, NY  10019, Telephone 212-713-8802.

Ferrellgas Partners, L.P., through its operating partnership,
Ferrellgas, L.P., currently serves more than one million customers
in 45 states. Ferrellgas employees indirectly own more than 17
million common units of the partnership through on employee stock
ownership plan.  Ferrellgas trades on the New York Stock Exchange
under the ticker symbol FGP.

                        *    *    *

As previously reported in Troubled Company Reporter, Ferrellgas
Partners, L.P.'s $170 million 8.75% senior notes due June 15,
2012, issued jointly and severally with its special purpose
financing subsidiary Ferrellgas Partners Finance Corp., was rated
'BB+' by Fitch Ratings.

FGP's 'BB+' rating recognizes the subordination of its debt
obligations to approximately $547 million unsecured debt of
Ferrellgas, L.P., the operating limited partnership of FGP,
including the OLP's $534 million 'BBB' rated senior notes. In
addition, Fitch's assessment incorporates the underlying strength
of FGP's retail propane distribution network. Positive qualitative
credit factors include FGP's extensive geographic reach, track
record of customer retention, a proven ability to maintain
consistent gross profit margins even during past run-ups in spot
propane prices and strong internal operating, pricing, and
financial controls.


FLEMING: Fitch Withdraws Default-Level Debt Ratings
---------------------------------------------------
Fitch Ratings has withdrawn the ratings of Fleming Companies, Inc.
on the following:

     * 'DD' rated secured bank facility,
     * 'D' rated senior unsecured debt and
     * 'D' rated senior subordinated debt.

The ratings withdrawal was initiated by Fitch in accordance with
established policies and procedures regarding companies that file
Chapter 11 bankruptcy.  


FLEMING COMPANIES: Court Fixes Cross-Border Insolvency Protocol
---------------------------------------------------------------
Debtor Core-Mark International Inc. commenced a companion
insolvency proceeding under Section 18.6 of the Companies'
Creditors Arrangement Act before the Supreme Court of British
Columbia in Canada.  Core-Mark has assets and maintains certain
operations in Canada.  Core-Mark is a wholesale supplier of
tobacco, confectionery and other products to convenience stores,
which operate through a Canadian division, in Canada.

The Canadian proceeding is currently pending before the Honorable
Justice Tysoe.  Core-Mark obtained a CCAA order from the Canadian
Court under which its U.S. cases have been determined to be
foreign proceedings.  A stay was granted against actions,
enforcements, extra-judicial proceedings or other proceedings
against Core-Mark and its property.

Given the complex, trans-national nature of Core-Mark's U.S.
Cases and Canadian Cases, Fleming Companies, Inc., and its debtor-
affiliates believe that it is necessary to implement a Cross-
Border Insolvency Protocol between the Delaware Bankruptcy Court
and the Canadian Court to address the myriad of administrative
issues anticipated to arise in coordinating the Insolvency
Proceedings.  The administrative protocol is required to ensure
that:

    (a) the Insolvency Proceedings are coordinated to avoid
        inconsistent, conflicting or duplicative activities;

    (b) all parties are adequately informed of key issues in both
        Insolvency Proceedings;

    (c) the substantive rights of all parties are protected; and

    (d) the jurisdictional integrity of the Courts is preserved.

At the Debtors' request, the Delaware Bankruptcy Court adopted
this Protocol:

A. Comity and Independence of the Courts

    The Protocol expressly preserves the independent jurisdiction
    and sovereignty of this Court and the Canadian Court.  The
    Delaware Bankruptcy Court will have sole and exclusive
    jurisdiction and power over the conduct and hearing of the
    U.S. Cases, and the Canadian Court will have sole and
    exclusive jurisdiction and power over the conduct and hearing
    of the Canadian Case.

B. Cooperation

    The Debtors, the Committee and any estate representative
    appointed by a Court will cooperate with each other in
    coordinating the administration of the U.S. Cases and the
    Canadian Case.  Subject to overriding principles of comity and
    independence, the Courts will use their best efforts to
    coordinate activities in the Insolvency Proceedings.

C. Retention and Compensation of Professionals

    The Protocol preserves the independent jurisdiction of each
    Court over the Estate Representatives and the retention and
    compensation of professionals in both Insolvency Proceedings.

D. Rights to Appear and Be Heard

    All interested parties in the Insolvency Proceedings will have
    the right and standing to (i) appear in either the Delaware
    Court or the Canadian Court to the same extent as interested
    parties domiciled in the forum country and (ii) file notices
    of appearances or other papers with the Clerk of the Delaware
    Court or the Canadian Court.

E. Notice

    Under the Protocol, notice of any motion, application or other
    pleading or paper filed in the Insolvency Proceedings and
    notice of any related hearings or other proceedings mandated
    by applicable law will be provided to those creditors and
    other interested parties as applicable in accordance with the
    rules, practice and jurisdiction where the papers are filed
    and where the proceedings are to occur.

F. Foreign Proceedings

    To the extent that foreign proceedings are initiated, all
    interested parties will, to the extent practical, implement
    this Protocol.  If the Delaware Bankruptcy Court enters an
    order approving a protocol with the court of a jurisdiction
    other than the Canadian Court, the Canadian Court will honor
    that protocol to the extent practical.  Similarly, if the
    Canadian Court enters on order approving a protocol with the
    court of a jurisdiction other than the Delaware Bankruptcy
    Court, the Delaware Bankruptcy Court will honor that protocol
    to the extent practical.

G. Joint Recognition of Stays Proceedings under the U.S.
    Bankruptcy Code and the CCAA

    Each Court will extend and enforce the applicable stays of
    proceedings established under the laws of the jurisdiction of
    the other Court.

H. Procedure for Resolving Disputes under the Protocol

    Disputes relating to the terms, intent or application of the
    Protocol maybe addressed to either the U.S. Court, the
    Canadian Court or both Courts upon proper notice.  Where a
    dispute is addressed to only one Court, it will confer with
    the other Court in rendering a decision.

I. Preservation of Rights

    Neither the terms of the Protocol nor any actions taken under
    the terms of the Protocol will prejudice or affect the powers,
    rights, claims and defenses of the Debtors or other parties-
    in-interest under applicable law, including the Bankruptcy
    Code and the CCAA.

J. Guidelines

    The Protocol will adopt by reference the Guidelines Applicable
    to Court-to-Court Communications in Cross-Border Cases
    developed by The American Law Institute for the Transnational
    Insolvency Project. (Fleming Bankruptcy News, Issue No. 7
    Bankruptcy Creditors' Service, Inc., 609/392-0900)


GENSCI REGENERATION: Inks Pre-Merger Licensing Pact with IsoTis
---------------------------------------------------------------
Biosurgery company IsoTis S.A. (SWX/Euronext Amsterdam: ISON) and
orthobiologics leader GenSci Regeneration Sciences, Inc. (Toronto:
GNS) signed a licensing agreement that will allow both companies
to aggressively move forward with the integration of their
development teams and product platforms in advance of the
completion of their recently proposed merger.

Under the licensing agreement, IsoTis gains access to the advanced
carrier and delivery systems of GenSci OrthoBiologics. The carrier
system is a unique reverse-phase medium (RPM), so called because
it is malleable at operating room temperature, but thickens at the
surgical site's higher body temperature. The RPM technology
provides exceptional handling and containment properties to
GenSci's demineralized bone matrix (DBM) products. The proprietary
reverse phase carrier system is currently being used in several of
GenSci's DBM products, and has been a critical success factor in
the rapid adoption of these products within the surgical
community.

In exchange for the agreement GenSci will receive an upfront
payment, milestone payments, and royalties on sales. Details are
not disclosed.

Both companies regard it as essential to speed up the integration
of their teams and technologies, and see this licensing agreement
as a first concrete step towards forging a unified company while
working towards the completion of the merger transaction expected
this fall. Combining the RPM and delivery systems with its lead
product OsSatura, a synthetic bone substitute that received the CE
mark and FDA clearance earlier this year, will enable IsoTis to
accelerate the expansion of its product range. The first project
will focus on OsSatura RPM for dental and maxillofacial
reconstruction. GenSci will in turn get access to additional
working capital to increase its inventory level and meet
increasing market demand for its innovative products.

Jacques Essinger, Chief Executive Officer, IsoTis S.A. said:

"We want to start capitalizing on each other's know-how as soon as
possible, and start bringing the teams together today. This
agreement is a good example of our pragmatic approach, and
demonstrates the business, technological, and personal synergies
between IsoTis and GenSci. The teams are already working together
on the OsSatura RPM development, and judging from the current
stage of the project, tangible results can be expected before the
completion of our merger, which we have every confidence will be
approved by our respective shareholders."

Douglass Watson, President and Chief Executive Officer, GenSci
commented:

"This collaboration is the natural outcome of the excellent fit
between GenSci and IsoTis, and only the beginning. I expect that
the combination of our respective technologies will lead to unique
product combinations that will allow us to service the orthopedic,
dental, and craniofacial markets with a broad and innovative suite
of products. This agreement will also provide GenSci with
additional financial resources to increase our growth rate in
anticipation of the merger completion."

On June 3, 2003, IsoTis and GenSci announced their intention to
merge to create a leading orthobiologics player with a global
presence. The official announcement can be found on
http://www.isotis.comor http://www.gensciinc.com  

Summary of merger rationale:

The merger will create a dedicated and global orthobiologics
player focused on the double-digit growth market of bone
substitutes. The combined IsoTis/GenSci product portfolio will
have a broad presence in both "natural" demineralized bone matrix
(DBM) products and "synthetic" bone substitutes. As DBM products
are more common in North America and synthetic bone substitutes
are more common in Europe, the IsoTis/GenSci product portfolio is
well positioned to capitalize on significant commercial
opportunities in both of these major markets.

Further, IsoTis/GenSci expects to sustain continued long-term
growth in revenues through aggressive development of its
innovative orthobiologics pipeline. The two companies have already
identified a variety of ongoing product development programs that
have the potential to lead to breakthrough products in
musculoskeletal repair.

Combining the companies:

With product sales exceeding US $22 million and positive cash flow
from operations in 2002, GenSci is recognized as a significant
participant in the North American bone graft substitute market.
Its OrthoBlast(R) II, DynaGraft(R) II, and Accell(R) DBM100
product lines are well recognized and accepted in the orthopedic
community.

IsoTis contributes its innovative synthetic bone substitute
OsSatura(TM) to the combination, together with a range of small
medical devices, and its highly promising PolyActive BCP program,
which constitutes a potential advance in the treatment of
osteochondral knee defects. In the first half of 2003,
OsSatura(TM) received both the CE mark (on the claim of
osteoinductivity) and FDA 510(k) clearance in quick succession and
has been contributing to revenues as of Q1, 2003. IsoTis' total
2002 sales amounted to euro 2 million (US$ 2 million).

IsoTis has a solid cash position of euro 75 million (US$ 82
million) at March 31, 2003, an innovative product pipeline, and
proven ability to execute a complex cross border merger on a
timely and efficient basis.

IsoTis was created in Q4 2002 through the merger of Modex, a Swiss
biotechnology company, and IsoTis, a Dutch biomedical company. The
company operates out of its corporate headquarters in Lausanne,
Switzerland, and its facilities in Bilthoven, The Netherlands. In
Q1, 2003, it completed a restructuring of the company by
rationalizing its product portfolio and substantially reducing its
cash burn. IsoTis currently has 100 employees, a product portfolio
with several orthobiologic medical devices on the market and in
development, and is traded under the symbol "ISON" on both the
Official Market Segment of Euronext Amsterdam and the Main Board
of the Swiss Exchange.

GenSci Regeneration Sciences, Inc. is a publicly traded company
listed on the Toronto Stock Exchange (Toronto: GNS) with corporate
headquarters in Toronto, Ontario. GenSci OrthoBiologics, Inc., the
company's wholly owned subsidiary based in Irvine, California,
focuses on the research, development, production, and distribution
of bioimplant products for the orthopedic and spine markets.
GenSci OrthoBiologics is the company's principal operating
subsidiary. The company's products are currently sold in over
1,550 hospitals across North America, with a growing international
presence throughout Latin America, Europe, and Asia. GenSci has 85
employees.

Upon conclusion of an infringement lawsuit in December 2001,
GenSci filed for Chapter 11 protection to preserve its assets
and reorganize its business. During its 18 months in Chapter 11,
GenSci successfully renewed its product portfolio, replacing the
infringing products with new products, maintained its sales levels
and initiated a major cost control program. The settlement of the
patent infringement case now paved the way for emergence from
Chapter 11.


GENTEK INC: Wants to Pay $750K Exit Financing Due Diligence Fees
----------------------------------------------------------------
GenTek, Inc. and Noma Company ask Judge Walrath for permission to
pay up to $750,000 in due diligence expenses to be incurred by
certain prospective lenders in developing and issuing a commitment
for a potential exit facility.

The Debtors and their financial advisor, Lazard Freres & Co. LLC,
have solicited proposals from prospective lenders for potential
exit financing facilities to ensure the most cost-effective means
of raising funds for the Debtors' emergence from Chapter 11.  To
date, the Debtors have received exit facility proposals from five
prospective lenders.  Each of the Exit Facility Proposals:

   (a) are conditioned on the lender's performance of further due
       diligence; and

   (b) contain a provision, which requires the Debtors to
       reimburse the lender for certain amounts expended.

After reviewing the proposals, the Debtors intend to continue
further negotiations with the two lenders that submit the most
favorable proposals.  

The Debtors tell the Court that the Prospective Lenders are
unlikely to be willing to complete thorough due diligence
sufficient to issue commitment letters without their agreement to
assist in defraying at least a portion of their expenses.  Mark
S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
Wilmington, Delaware, says that failure to obtain permission to
pay the due diligence expenses will deprive the Debtors of the
potential benefit of securing a more competitive and cost-
effective exit facility and may jeopardize the Debtors' ability
to obtain any exit facility.

Based on their review of the Exit Facility Proposals, the Debtors
estimate that costs on account of due diligence expenses should
not exceed $750,000.  The Debtors believe that this amount is
reasonable in light of the anticipated benefit that competitive
financing may yield.

To minimize due diligence expenses, the Debtors will undertake
certain cost-containment measures.  According to Mr. Chehi, the
Debtors will work closely with the Prospective Lenders during the
due diligence process and will scrutinize their proposed expenses
in an effort to minimize expenses.  In that regard, the Debtors
expect the Prospective Lenders to share third party appraisals
and other similar reports and information to avoid duplicative
work and costs.

According to Mr. Chehi, even if the Prospective Lenders were able
to submit commitment letters on a timely basis, it is very likely
that any resulting commitment would include numerous contingencies
and related fees, which could delay confirmation of the Plan until
any conditions have been satisfied, and almost certainly would
delay the date by which the Debtors would be able to consummate
the proposed financing facility and emerge from Chapter 11.
(GenTek Bankruptcy News, Issue No. 15; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


GIANT INDUSTRIES: Completes Travel Center Sale to Pilot Travel
--------------------------------------------------------------
Giant Industries Inc. (NYSE: GI) has completed the sale of the
company's Travel Center located on Interstate 40 east of Gallup,
N.M., to Pilot Travel Centers LLC.

In accordance with the company's previously announced debt
reduction strategy, the proceeds from the Travel Center sale will
be used to reduce the outstanding balance of the company's
revolving credit facility. These proceeds, together with the
proceeds from other asset sales completed by the company, have
allowed Giant to satisfy a credit facility covenant to reduce the
outstanding principal balance of this facility by $15 million from
the proceeds of the sale of assets occurring between Oct. 1, 2002
and June 30, 2003.

Giant Industries Inc., headquartered in Scottsdale, Ariz., is a
refiner and marketer of petroleum products. Giant owns and
operates one Virginia and two New Mexico crude oil refineries, a
crude oil gathering pipeline system based in Farmington, N.M.,
which services the New Mexico refineries, finished products
distribution terminals in Albuquerque, N.M. and Flagstaff, Ariz.,
a fleet of crude oil and finished product truck transports, and a
chain of retail service station/convenience stores in New Mexico,
Colorado, and Arizona. Giant is also the parent company of Phoenix
Fuel Co. Inc., an Arizona wholesale petroleum products
distributor. For more information, please visit Giant's Web site
at http://www.giant.com

As reported in Troubled Company Reporter's December 19, 2002
edition, Standard & Poor's Ratings Services lowered its
corporate credit ratings on independent petroleum refiner Giant
Industries Inc., to 'B+' from 'BB-'. The outlook on Giant
remains negative, as additional deterioration in the company's
financial profile could trigger another ratings downgrade.

Scottsdale, Ariz.-based Giant has roughly $400 million in
outstanding debt.

"The rating action reflects the prospects for continued, poor
refining margins that could lead to deterioration in Giant's
financial profile," stated Standard & Poor's credit analyst
Daniel Volpi. "Standard & Poor's is concerned over the company's
capacity to withstand an ongoing period of poor industry
conditions," he added.


GLIMCHER REALTY: Names Melissa A. Indest as VP and Controller
-------------------------------------------------------------
Glimcher Realty Trust (NYSE: GRT) has named Melissa A. Indest Vice
President and Controller.  Lisa, as she prefers to be called, will
be responsible for the day-to-day operations of the accounting
department, including external financial reporting, tax reporting
and lease accounting.

Indest, 39, is a certified public accountant with a Bachelor of
Science degree in Accounting from the University of Akron.  Prior
to joining Glimcher, Lisa served in various accounting and
operational roles with Corporate Express of Cincinnati, Ohio,
where most recently she held the title of Divisional General
Manager.  In addition to prior experience as a controller, Lisa
has extensive background in finance, audit, budget and operational
processes and procedures.  Indest began her career with
PricewaterhouseCoopers LLP.

"We are pleased that Lisa has joined our finance and accounting
team," stated Melinda A. Janik, Senior Vice President, Chief
Financial Officer. "Lisa's background in public accounting and her
operational experience will be valuable as we continue to
streamline financial and operational processes and strengthen our
financial group."

Glimcher Realty Trust -- a real estate investment trust whose
corporate credit and preferred stock ratings are rated by Standard
& Poor's at BB and B, respectively -- is a recognized leader in
the ownership, management, acquisition and development of enclosed
regional and super-regional malls, and community shopping centers.

Glimcher Realty Trust's common shares are listed on the New York
Stock Exchange under the symbol "GRT." Glimcher Realty Trust is a
component of both the Russell 2000(R) Index, representing small
cap stocks, and the Russell 3000(R) Index, representing the
broader market. Visit Glimcher at: http://www.glimcher.com


GLOBAL AXCESS: Completes Various Financial Workout Initiatives
--------------------------------------------------------------
Global Axcess Corp. (OTC Bulletin Board: GLXS), one of the
Nation's only fully-integrated, one-stop sources for ATM
management solutions, has successfully completed several financial
restructuring initiatives, including:

-- Cancellation of reset provisions associated with acquisitions
   and an equity financing completed in 2001, whereby those
   shareholders were entitled to the issuance of additional shares
   in the event the price of the Company's common stock was not at
   $1.00 on July 1, 2003. Effective June 24, 2003, all reset
   agreements have been cancelled by mutual consent of all
   parties. In consideration of the reset cancellations, each
   shareholder shall receive a warrant with an exercise price of
   $.10 for each reset share entitled. The Company retained the
   right to demand the exercise of the warrants upon the price of
   its common stock maintaining $.75 for a period of twenty
   trading days.

-- The anticipated over-subscription of a $500,000 "friends and
   family" equity financing in which members of senior management,
   the board of directors, and select accredited individual
   investors participated. Global Axcess' management team
   collectively invested over $100,000 in the private placement.

-- Successful restructuring of debt which provided for the
   cancellation of $305,000 of short term debt and the negotiation
   of $409,000 in long term debt and equity providing for much
   more favorable terms to Global Axcess. Consequently, the
   Company's working capital ratio has more than doubled from .34
   to .79 and its tangible net worth is no longer negative.

"When considering our newly strengthened balance sheet combined
with our solid monthly cash flow performance and outlook for
profitability in 2003, Global Axcess is in the best financial
health in its history. It is now our intent to focus strictly on
accelerating our growth through execution of our acquisition
strategy and the national expansion of our branded cash program,"
stated David Fann, President of Global Axcess.

Headquartered in Ponte Vedra Beach, Florida, Global Axcess Corp.
was founded in 2001 with a mission to emerge as a leader in the
Automated Teller Machine industry. Through its wholly owned
subsidiary, Nationwide Money Services, Inc., the Company provides
turnkey ATM management solutions that include cash, project and
account management services. NMS currently owns and operates over
1600 ATM's in its national network spanning 39 states and provides
proprietary ATM branding and processing for 31 financial
institutions with over 300 branded sites nationwide. EFT
Integration, Inc., another 100%-owned subsidiary of Global Axcess,
provides traditional, certified transaction processing and
terminal driving to its valued customers and is developing
alternative processing solutions for expanding ATM functionality
through web-based products and services. Future product offerings
will be targeted towards traditional ATM users, cross-border
processing of transactions, and solutions to provide financial
services to the un-banked customer, such as check cashing,
international money transfer and pre-paid products/services. For
more information on the Company, please visit
http://www.globalaxcess.biz  

                         *     *     *

                Liquidity and Capital Resources

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

"As of March 31, 2003, the Company had current assets of
$1,235,068 and current liabilities of $2,732,126, which results in
a working capital deficit of $1,497,058, as compared to current
assets of $3,431,766 and current liabilities of $5,655,429
resulting in a working capital deficit of $2,223,663 as of
March 31, 2002. The ratio of current assets to current liabilities
decreased to .45 at March 31, 2003 from .61 at March 31, 2002.
Thus, the overall working capital deficit decreased by $726,605.
The decrease in the deficit resulted from the pay-off of various
leases amounting to approximately $563,252, a reduction of Notes
Payable to related parties of $191,500 and Notes Payable in the
amount of approximately $176,000. These amounts were paid out of
Cash and collected Accounts Receivable for approximately $399,000.

                    Additional Funding Sources

"We have funded our operations and capital expenditures from cash
flow generated by operations, capital leases, and from the
settlement of various issues with third parties. Net cash provided
by operating activities was $44,827 and $129,627 during the 1st
quarters 2003 and 2002, respectively. Net cash provided by
operating activities in three month period ending March 31, 2003
consisted primarily of a loss of $(115,863) and depreciation and
amortization of $209,569, an increase in accounts receivable of
$6,997, a decrease in prepaid expenses of $26,843, a decrease in
accounts payable and accrued expenses of $52,725 and a decrease in
amounts due to related parties of $16,500. The cash provided by
operating activities allowed us to pay off or pay-down $68,505 for
various lease obligations.

"In order to fulfill its business plan and expand its business,
the Company must have access to funding sources that are prepared
to make equity or debt investments in the Company's securities."


GLOBAL CROSSING: XO Comms. Launches Tender Offer for $2.2BB Debt
----------------------------------------------------------------
XO Communications, Inc. has launched an "any and all" tender offer
for the $2,250,000 billion of Senior Secured Global Crossing LTD
Bank Debt and has sent definitive tender documents to the
Administrative Agent and its counsel for distribution to the Bank
Debt holders.

The tender offer is priced at $220 per $1,000 of Bank Debt, or
$495 million in the aggregate. XO's tender offer is not subject to
due diligence or financing. The only condition to XO's tender
offer is that the Administrative Agent for the Senior Secured
Lenders does not withdraw or amend their objection by July 7,
2003. XO will close the tender offer regardless of the US
Bankruptcy Court's ruling on the Administrative Agent's objection.
Prior to the expiration of the tender offer on June 27, 2003, XO
will have a minimum of $250 million in escrow at a money center
bank to guarantee payment for properly tendered Bank Debt. If
additional capital is required to close the tender, XO will place
such additional capital into escrow on June 30, 2003.

The Administrative Agent has objected to (i) the amendment
(including the extension) of the Purchase Agreement between
Singapore Technologies Telemedia PTE and Global Crossing, (ii) the
granting of certain releases to Hutchinson Telecommunications and
(iii) the extension of the exclusive periods during which Debtors
may file a Chapter 11 Plan and solicit acceptances thereof.

Specifically, the Administrative Agent highlighted the following
items in its objection: (i) the $600 million of cash losses Global
Crossing has incurred since filing for Bankruptcy on January 28,
2002, (ii) the $50 million cash bonuses Global Crossing paid to
management and certain employees in 2003, (iii) the inability to
make progress with the Committee on Foreign Investment in the
United States (CFIUS) approval process, (iv) that according to the
Company's statements to its Creditors, the Debtor will run out of
available unrestricted cash by the third quarter of 2003 unless
they obtain a $75 million DIP facility and (v) the interest
expressed by XO and other US based telecom companies in acquiring
Global Crossing without financing or CFIUS contingencies.

"We have continued to increase our purchase offer, which is highly
unusual in light of the fact that the Debtor has refused to
exercise its fiduciary duty to negotiate a higher and better offer
for the estate," stated Brian Oliver, XO's Executive Vice
President of Strategy and Corporate Development. Mr. Oliver
further stated, "Even if and when the STT transaction is finally
approved, Bank Debt holders will ultimately receive approximately
23 cents in cash and other securities as opposed to the certainty
of 22 cents cash today. In light of the timing and uncertainties
inherent in the STT transaction, XO's offer is far superior."

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

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

Global Crossing Ltd's 9.125% bonds due 2006 (GBLX06USR1) are
trading at about 4 cents-on-the-dollar, says DebtTraders. Go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=GBLX06USR1for  
real-time bond pricing.


GLOBAL CROSSING: Wants Blessing to Hire FTI as Consultants
----------------------------------------------------------
Global Crossing Vice President Mitchell Sussis recounts that on
August 6, 2001, Roy Olofson, a former officer of one of the GX
Debtors, sent a letter to the Debtors raising questions about
certain alleged accounting improprieties.  Mr. Olofson
subsequently sent draft complaints to the GX Debtors and
threatened to file suit based on the alleged accounting
improprieties.

On February 11, 2002, the GX Debtors' board of directors passed a
resolution creating a Special Committee on Accounting Matters of
the Board of Directors of Global Crossing Ltd. to undertake a
comprehensive investigation of the Olofson Allegations and other
accounting matters and to recommend to the Board of Directors an
appropriate response to the Olofson Allegations.  At its
inception, the Special Committee consisted of Mark Attanasio,
Geoffrey Kent, and William Cohen, who were charged with conducting
the Investigation.

Mr. Attanasio informed Samuel Winer of Foley & Lardner that he
wished to retain Foley & Lardner on behalf of the incipient
Special Committee.  Foley & Lardner immediately began working with
the Debtors and its other professionals to conduct the
Investigation.  FTI was retained by Foley & Lardner to act as the
Special Committee's financial advisors and to assist Foley &
Lardner in the Investigation.  FTI immediately began working with
the Debtors and their other professionals to commence the
Investigation.

Due to the extreme notoriety of the Olofson Allegations and the
adverse impact on the Debtors' business caused by the daily media
coverage, Mr. Sussis states that FTI began providing services
prior to being retained by the Debtors.  The Debtors and Foley &
Lardner needed FTI immediately to assist the Special Committee to,
among other things:

      (i) preserve evidence at facilities in New Jersey, New York,
          California and Ireland;

     (ii) resolve accounting issues to facilitate the
          reorganization or sale of the Debtors' assets in the
          best interests of creditors;

    (iii) allow completion of the Debtors' year 2001 audit;

     (iv) demonstrate to the United States Securities and Exchange
          Commission that the Debtors were taking the appropriate
          steps to independently investigate the Olofson
          Allegations and would take the appropriate corrective
          measures;

      (v) respond to the requests and inquiries of multiple
          interested parties and their counsel; and

     (vi) begin an immediate and comprehensive investigation of
          the Debtors' accounting matters.

The Debtors believed that the work of the Special Committee was
crucial to their estates.  FTI's services included, without
limitation:

    -- assisting Foley & Lardner and the Debtors with collecting,
       preserving, and reviewing voluminous documents and other
       evidence relevant to the Investigation;

    -- interviewing current and former employees, officers, and
       directors of the Debtors;

    -- interviewing other witnesses; and

    -- communicating with the SEC and other governmental
       authorities.

On February 26, 2002, February 27, 2002, and March 18, 2002,
Messrs. Attanasio, Kent and Cohen resigned from the Special
Committee.  Despite these resignations, Mr. Sussis relates that
FTI continued to assist Foley & Lardner in continuing its work to,
among other things, avoid the material, adverse negative
consequences to the Debtors' estates and their creditors that
would have resulted from the postponement of the ongoing
Investigation.  Given the national media attention directed at the
Debtors during the first few weeks of these Chapter 11 cases, it
was of the utmost importance for the Debtors to resolve any
allegations of accounting improprieties as quickly and efficiently
as possible, so as not to interfere with the Debtors' efforts to
reorganize.

Following the resignation of the three original members of the
Special Committee, GX's Board of Directors appointed Alice Kane,
Jeremiah Lambert, and Myron Ullman, III, as the new independent
members to the Special Committee.  For a variety of reasons, the
new members to the Special Committee decided to retain Coudert
Brothers as its primary counsel.  At this critical juncture, FTI
was in the process of completing an interim report for the
Special Committee's benefit.  While FTI ceased its work as of
March 25, 2002, Foley & Lardner continued to provide some
additional services.  These services included providing the
Debtors with memoranda and summaries, which embodied the work
product of both Foley & Lardner and FTI for delivery to the
Special Committee and its counsel, Coudert Brothers.

At the Debtors' request, Mr. Sussis reports that FTI met with
Coudert Brothers to share the information, which both Foley &
Lardner and FTI had obtained during the course of their services.
In addition, FTI met with Jeremiah Lambert and Coudert Brothers
to answer any questions they had concerning the work performed by
FTI.

Foley & Lardner fully shared the results of its work and FTI's
work with the Special Committee and with Coudert Brothers.  Foley
& Lardner delivered an enormous amount of data to the Special
Committee and Coudert Brothers, which data had been developed by
both FTI and Foley & Lardner, including:

    a) all memoranda memorializing all of the interviews;

    b) summaries of the capacity purchases and sales that are the
       subject of the questions about the Debtors' historical
       accounting;

    c) suggested additional areas and topics for investigation and
       interviews;

    d) a 61-page presentation, which FTI prepared and which
       reflected the work of Foley & Lardner and FTI on the
       Special Committee's behalf;

    e) a compilation of key internal documents and other materials
       to assist the Special Committee and Coudert Brothers with
       the Investigation;

    f) a chart of key personnel involved in each of the
       transactions;

    g) over 700 boxes of documents that Foley & Lardner and FTI
       received and reviewed as part of the evidence gathering
       process, together with CD-ROMs and other electronic data;

    h) legal source material, which had been gathered by Foley &
       Lardner and FTI; and

    i) other information delivered to Coudert Brothers in a
       meeting on May 7, 2002 and in subsequent discussions.

FTI's work in assisting Foley & Lardner contributed significant
value to the Debtors and the Special Committee in connection with
the Investigation, including, without limitation:

    a) preserving evidence and enabling the Special Committee to
       validate independently the thoroughness of the evidence
       gathering process;

    b) commencing the Investigation before important witnesses
       left their employment with the Debtors and creating a
       written record of the interviews of those employees;

    c) addressing the pressing nature of the Investigation during
       a time when multiple constituencies were in agreement with
       the Debtors' management, Board of Directors, and counsel
       that it was necessary to proceed with the Investigation as
       quickly as possible; and

    d) demonstrating that the Debtors were responding to the
       Olofson Allegations.

On February 28, 2003, Mr. Sussis reminds the Court that FTI
sought the allowance and payment of an administrative expense
claim for $182,994.41 in fees and disbursements.  In response,
the Debtors and FTI engaged in negotiations to resolve FTI's
request and reached an agreement, pursuant to which the Debtors
now seek to retain FTI for the sole purpose of allowing it to be
paid and reimbursed as a professional, albeit at compromised
amounts.  The Debtors seek to retain FTI pursuant to the Agreement
in an effort to reduce the overall costs of the Investigation in
light of the fact that the Special Committee ultimately chose
different counsel and consultants and that the selection
necessarily implied a certain amount of duplication of services.

Pursuant to the Agreement, Mr. Sussis informs the Court that FTI
will reduce its Fee request to $60,000, which represents nearly a
66% reduction in its total outstanding fees.  FTI's Disbursements
of $8,051.76, however, will be reimbursed in full.  The Debtors
believe that this "compromise" is fair and reasonable and have
been further advised that this reduction is acceptable to the
Creditors' Committee and the U.S. Trustee.

The Fees represent hourly rates charged by FTI, which currently
range from:

       Managing Directors         $450 - 550
       Directors                   350 - 425
       Managers                    300 - 325
       Senior Consultants          250 - 275
       Consultants                 150 - 225
       Paraprofessionals            80 - 125

These rates are consistent with the rates charged by FTI in
matters of this type and are subject to periodic adjustment to
reflect economic and other conditions.  FTI's hourly rates are
set at a level designed to fairly compensate the company for the
work of its staff and to cover fixed and routine variable overhead
expenses.  Hourly rates vary with the experience and seniority of
the individuals assigned to the matter and may be adjusted by FTI
from time to time.

Mr. Sussis alleges that the Disbursements represent actual,
necessary expenses and other charges incurred by FTI.  It is
FTI's policy to charge its clients for all expenses incurred in
connection with a client's case.  The Disbursements include,
among other things, telephone and telecopier charges,
transportation and travel expenses, shipping or hand delivery
charges, and expenses for "working meals."  FTI believes that it
is appropriate to charge these expenses to the client incurring
them rather than to increase its hourly rates and thereby spread
the expenses among all clients.  FTI has charged the Debtors for
the Disbursements in a manner and at rates consistent with
charges made generally to its other clients.

Pursuant to the Agreement, FTI waives and forever releases any
and all claims against the Debtors, their officers, directors,
employees, shareholders, successors and assigns for any payment
not included in the Fees and Disbursements, including any
administrative expense claims under Section 503 of the Bankruptcy
Code.

FTI Managing Director Peter Salomon assures the Court that at the
time the Firm performed services to the Debtors and Foley &
Lardner, FTI did not hold any interest adverse to the Debtors or
their estates in the matters that the Firm was engaged.  However,
Mr. Salomon discloses that FTI currently provides or in the past
has provided services in unrelated matters to these parties:

    A. Professionals: Simpson Thacher & Bartlett, Arthur Andersen,
       and Swidler Berlin Shereff Friedman LLP;

    B. Strategic Partners: CISCO Systems Inc., EMC Corporation,
       Nortel Networks, Lucent Technologies, and PRC;

    C. Litigation Claimants: TyCom US Inc., Qwest Communications
       Corp., BellSouth Telecommunications Inc., CompUSA Inc.,
       John Armstrong, MCI WorldCom Network Services Inc.,
       Southwestern Bell Telephone Co., Travelers Casualty &
       Surety Company of America;

    D. Secured Creditors: ABN Amro Bank N.V., Aegon USA Inc.,
       Alliance Capital Management, Allstate Insurance, American
       Express Asset Management, Apollo Advisors, Bain Capital,
       Bank Leumi, Bank of America, Bank of China, Bank of Hawaii,
       Bank of Montreal, Bank of New York, Bank of Nova Scotia,
       Bank of Scotland, Bank of Tokyo Mitsubishi, Pacific
       Investment Management Co., PPM American Inc., Rabobank
       Nederland, Royal Bank of Canada, Scotia Capital,Scudder
       Investments, Stanfield Capital Partners, Stein Roe Farnham
       Inc., Sumitomo Trust & Banking Co., Taipei Bank, TCW,
       Textron Financial Corp., Toronto Dominion Bank, Travelers
       Companies, UBS Warburg, Van Kampen, and West LB;

    E. Other Creditors: Bank One, Chase Manhattan Bank, Credit
       Suisse First Boston, PB Capital Corp., Wachovia Bank,
       Washington Mutual, and Zurich Scudder Investments;

    F. Vendors: Alcatel, American Express, Cisco, Comsat, Corning
       Inc., Lucent Technologies, Nortel Networks, Palmer, Shain,
       Siemens, Tekelec, Tesco;

    G. Indenture Trustees: Manufacturers Hanover Trust Company and
       Chase Manhattan Bank; and

    H. Significant Stockholders: Pacific Capital Group Inc.
       Microsoft Corp. (Global Crossing Bankruptcy News, Issue No.
       42; Bankruptcy Creditors' Service, Inc., 609/392-0900)


IMC GLOBAL: Prices $125 Million Preferred Shares Public Offering
----------------------------------------------------------------
IMC Global Inc. (NYSE: IGL) has priced a $125 million offering of
its Mandatory Convertible Preferred Shares (2.5 million shares
with a liquidation preference $50 per share).  The Company also
granted 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.

The Mandatory Convertible Preferred Shares have an annual dividend
yield of 7.5 percent, a 22 percent conversion premium (for an
equivalent conversion price of $7.76 per common share) over the
closing price of the common stock on June 24, 2003 and will
mandatorily convert into IMC Global common shares on July 1, 2006.

Net proceeds will total approximately $121 million.  Proceeds from
the offering will be used for general corporate purposes, which
may include funding working capital and possible debt reduction.

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.


IMC GLOBAL: Moody's Hatchets Several Low-B Level Debt Ratings
-------------------------------------------------------------
Moody's Investors Service downgraded several ratings for IMC
Global Inc., reflecting the company's high debt leverage, weaker
than expected product demand, higher average feedstock costs and
significant intermediate term obligations even after the latest
refinancing.

                        Rating Assigned

IMC Global, Inc.

* Mandatory convertible preferred shares                  Caa1
  $125 million due 2006

                      Ratings Downgraded    

                                                     To    From
                                                    ----   ----
IMC Global, Inc.    
----------------
* Guaranteed senior unsecured notes                  B1    Ba2

* Senior unsecured notes and debentures              B2    Ba3

* Guaranteed senior secured credit facility          Ba3   Ba1

* Universal shelf
(senior unsecured/subordinated/preferred)        (P)B2/  (P)Ba3/
                                                  (P)B3/  (P)B1/
                                                  (P)Caa1 (P)B2

* Senior Implied                                     B1     Ba2

* Issuer Rating                                      B2     Ba3

Phosphate Resource Partners LP
------------------------------
* Senior unsecured notes                            Caa1    B1  

Outlook is stable.

IMC Global, a producer of phosphate and potash fertilizers and
animal feed ingredients, are based in Lake Forest, Illinois.  


KMART CORP: William D. Underwood Steps Down as Executive VP
-----------------------------------------------------------
Kmart Holding Corporation (Nasdaq: KMRT) announced that William D.
Underwood, Executive Vice President, Sourcing and Global
Operations, resigned from the Company, effective June 24, 2003.

Underwood, 62, joined the Company in 1962 as a management trainee
with S.S. Kresge Company in Joliet, IL and held a number of
increasingly responsible management and executive positions. He
retired from Kmart in 1999 as a Senior Vice President for Global
Operations, Corporate Brands and Quality Assurance.

In June of 2002, at the request of then-Chairman and CEO James B.
Adamson, Underwood came out of retirement to assist the Company in
its Chapter 11 reorganization efforts. Underwood put his
considerable experience with the Company to work in global
sourcing. At Adamson's request, Underwood also worked with the
merchant organization on an interim basis.

Julian C. Day, President and Chief Executive Officer of Kmart
said: "Bill recognized the critical value of global sourcing and
showed flexibility in helping us develop the merchant
organization. We thank him for his efforts and wish him well."

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


KMART CORP: Court Approves Hershey Foods Settlement Pact
--------------------------------------------------------
Kmart Corporation and its debtor-affiliates obtained Court
approval of a settlement agreement with Hershey Foods Corporation
to fully and finally resolve their claim disputes.

Hershey Foods Corporation supplies Kmart stores with a variety
of food items, including chocolate candy products, sugar candy
products, and assorted grocery items.  Kmart purchases Hershey
products pursuant to quarterly price lists that the parties
negotiate.  Under a series of Vendor Allowance Tracking System
agreements, Hershey grants Kmart various allowances against
invoiced amounts in return for Kmart agreeing to undertake
efforts to market Hershey products.

Hershey asserted that Kmart owed it $5,560,184, evidenced by
Hershey's Proof of Claim No. 41441.  This amount arose from
$522,430 in alleged open invoices and $5,037,754 in charge-backs
that Kmart had taken against previous invoices, which Hershey
alleged were improper.

Kmart believed that it owed Hershey only $2,375,485, including
$482,828 on account of open invoices and $1,892,657 on account
of charge-backs.  Moreover, Kmart asserted that Hershey owed it
$6,257,907 arising primarily from a series of signed and unsigned
VATS agreements.

After discussions regarding the disputed amounts, the parties
agreed that Kmart owes Hershey $488,757 for open invoices and
$4,181,568 in charge-backs.  Thus, the total amount that Kmart
owes Hershey is $4,670,325.  The parties also agree that Hershey
owes Kmart $6,185,682 with respect to the VATS agreements.

Accordingly, the net amount owing to Kmart is $1,515,357. Hershey
agreed to pay this amount to Kmart. (Kmart Bankruptcy News, Issue
No. 58; Bankruptcy Creditors' Service, Inc., 609/392-0900)


LARRY'S STANDARD: Asks Court to OK Payment to Critical Vendors
--------------------------------------------------------------
Larry's Standard Brand Shoes, Inc., asks for permission from the
U.S. Bankruptcy Court for the Northern District of Texas to pay
the prepetition claims of critical vendors and to assume credit
card contracts.

The Debtor distributes its stores from a central warehouse in Fort
Worth.  Warehoused inventory moves in four ways:

     i) from vendors to Larry's warehouse in Fort Worth;

    ii) from the warehouse to stores;

   iii) between stores; and
     
    iv) from stores to customers.

The Debtor reports that it uses three chief freight companies:

  a) Watkins Motor Lines, Inc.

     Watkins provides shipping from the vendors to the
     warehouse. Historically, it has provided the cheapest and
     best service. Interruptions of this relationship would and
     the ultimate flow of goods would cause some severe problems
     resolvable only at a high cost well in excess of the
     prepetition debt owed to Watkins.

  b) Bullocks Express

     Bullocks provides intra-company transfers between the
     warehouse and store or between stores. It also provides the
     cheapest and best service in its niche. Interruption of
     this relationship would likewise cause substantial problems
     resolvable only at a cost far in excess of the prepetition
     debt owed to Bullocks.

  c) Federal Express

     The company uses Federal Express to deliver smaller
     packages between stores or directly to customers. The
     Debtor is integrated into Federal Express' computer system.
     To use another service, the company would have to switch to
     a new system. The company has in the past attempted to use
     UPS and found its service acceptable. Switching to another
     service would cause problems and occasion costs far greater
     than this debt.

The Debtor estimates that it owed to these three vendors a total
of $40,000.

Additionally, as a retail merchant, a great deal of Larry's
merchandise is paid for through credit cards. At present, Larry's
accepts Visa, MasterCard, American Express and Discover. Over one-
half of Larry's sales are paid for through Visa/MasterCard. The
aggregate monthly fees are believed to average approximately
$26,000.

Obviously, any interruption in Larry's ability to accept credit
card would be disastrous. In all likelihood, the credit card
agreements will be assumed. However, in the interim, Larry's seeks
leave to honor these agreements and pay any fees as they come due.

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.


LASERSIGHT INC: Strikes Partnership with Shenzhen New Industries
----------------------------------------------------------------
LaserSight Incorporated (OTC Bulletin Board: LASE) has executed an
agreement with Shenzhen New Industries Medical Development Co.,
Shenzhen, the People's Republic of China and its Hong Kong based-
affiliate New Industries Investment Consultants (H.K.) LTD.
Shenzhen New Industries is a company that specializes in advanced
medical treatment services, medical device distribution and
medical project investment and New Industries Investment
Consultants is the holder of LaserSight's Series H Convertible
Preferred Stock issued during 2002.

As announced on August 16, 2002, LaserSight and Shenzhen New
Industries entered into a strategic relationship that included the
purchase of at least $10 million worth of LaserSight products
during a twelve month period ending in August of 2003,
distribution of LaserSight products in mainland China, Hong Kong,
Macao and Taiwan, and a $2 million equity investment in LaserSight
Incorporated by New Industries Investment Consultants. The
investment in LaserSight was in the form of the purchase of
Convertible Preferred Stock, the Series H Stock that, subject to
certain restrictions, is convertible into approximately 40% of
LaserSight's Common Stock. Prior to the execution of the agreement
announced today, Shenzhen New Industries had purchased
approximately $4.5 million worth of LaserSight products. As
previously announced in its most recent 10-Q Quarterly Report, the
Company had minimal cash and was unable to manufacture products
due to limited inventories and unfavorable financial relationships
with its vendors. The Company and Shenzhen New Industries executed
this agreement in order to start to implement a rescue plan for
LaserSight and a restructuring of LaserSight's governance,
management and operations.

The Company has recently adjusted its business strategy to focus
on sales of the Company's products in China, one of the world's
largest markets for laser vision correction treatment. Under this
new business strategy the Company's operations will be streamlined
to improve efficiency and cut costs. The successful implementation
of the new strategy and this restructuring is the key to improving
the Company's cash flow and operating results.

Under the terms of the agreement, Shenzhen New Industries shall
proceed with further purchase orders and will make efforts to
provide necessary advance payments according to a schedule to be
agreed upon between the parties. If LaserSight's operations are
proceeding substantially in accordance with its restructured
business plan, Shenzhen New Industries has indicated that it
intends to purchase additional LaserSight products above and
beyond the $10 million in product purchases previously agreed to.

The Company also announced that Francis E. O'Donnell, Jr., M.D.
and David Peroni have resigned from their positions as members of
LaserSight's Board of Directors and that Dr. O'Donnell has
resigned as Chairman of the Company's Board of Directors. Xianding
Weng has been elected Chairman of the Board. Mr. Weng has been a
LaserSight director since October 2002 and founded New Industries
Investment Co., Ltd in Shenzhen, China in 1993 serving as its
President and Chief Executive Officer. This reorganization will
facilitate the ability of the Company to focus on the China
market. As previously announced in the Company's most recent 10-Q
Quarterly report, the Company and its Chinese strategic partner
continue to discuss the implementation of a long term business
strategy for China that will allow the Company to share in the
recurring revenue stream generated from the operation of the
Company's products.

As reported in Troubled Company Reporter's Wednesday Edition,
LaserSight Incorporated was advised by GE Healthcare Financial
Services, Inc., as successor-in-interest to Heller Healthcare
Finance, Inc., that its loans to LaserSight are currently in
default due to an adverse material change in the financial
condition and business operations of LaserSight.

As previously announced in its most recently filed 10-Q Quarterly
report, the Company had minimal cash and was unable to manufacture
products due to limited inventories and unfavorable financial
relationships with its vendors. At that time, the Company also
reported that it was in continued negotiations with the holder of
approximately 97% of its Series H Preferred Shares for a cash
infusion.

LaserSight is currently in negotiations GE for a modification and
restructuring of its defaulted loans and these negotiations have
progressed to the "term sheet" stage. The Company hopes that
negotiations with the holders of the Series H Preferred Shares and
GE will be completed in the near term.


LIN TV: Will Publish Second-Quarter Financial Results on July 29
----------------------------------------------------------------
LIN TV Corp. (NYSE: TVL) will report its 2003 second-quarter
financial results before the opening of trading on Tuesday,
July 29. The Company will host a teleconference at 10:00 AM
(Eastern time) to discuss the financial results. The
teleconference can be accessed live (listen-only) via the Investor
Relations section of LIN TV's Web site at http://www.lintv.com

Those who intend to access the webcast should register at least
ten minutes in advance to ensure access to the call. To access the
teleconference by telephone dial:

          Within the U.S.: 800-289-0493
          Outside the U.S.: 913-981-5510
          Reference code: 246042

A replay of the teleconference will be available from 1:00 PM on
July 29 through midnight on August 5.

To access the playback dial:

          Within the U.S.: 888-203-1112
          Outside the U.S.: 719-457-0820
          Reference code: 246042 (to access the playback)

For any questions, please contact Deb Jacobson at 401-457-9403 or
deborah.jacobson@lintv.com
  
LIN TV operates 24 television stations in 14 markets, two of
which are LMAs. The Company also owns approximately 20% of KXAS-
TV in Dallas, Texas and KNSD-TV in San Diego, California through
a joint venture with NBC, and is a 50% non-voting investor in
Banks Broadcasting, Inc., which owns KWCV-TV in Wichita, Kansas
and KNIN-TV in Boise, Idaho. Finally, LIN is a 1/3 owner of
WAND-TV, the ABC affiliate in Decatur, Illinois, which it
manages pursuant to a management services agreement. Financial
information and overviews of LIN TV's stations are available on
the Company's Web site at http://www.lintv.com

As previously reported in Troubled Company Reporter, Standard &
Poor's Ratings Services assigned its 'B' rating to LIN
Television Corporation's new $200 million senior subordinated note
issue due 2013.

In addition, Standard & Poor's assigned its 'B' rating to the
company's new $100 million exchangeable senior subordinated note
issue due 2033. Proceeds are expected to be used to refinance
existing debt. At the same time, Standard & Poor's affirmed its
'BB-' corporate credit rating on LIN Television, an operating
subsidiary of LIN Holdings Corp. The outlook is stable. The
Providence, R.I.-based television owner and operator had
approximately $754.0 million of debt outstanding on March 31,
2003.


LONGVIEW ALUMINUM: Court Fixes July 31, 2003 as Claims Bar Date
---------------------------------------------------------------
By Order of the U.S. Bankruptcy Court for the Northern District of
Illinois, Eastern Division, July 31, 2003, at 4:30 p.m. is fixed
as the deadline for creditors of Longview Aluminum to file their
proofs of claim against the Debtor or be forever barred from
asserting their claims.

The Bar Date for Governmental Claims is set for Sept. 2, 2003.

Proofs of Claim 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 listed in the Schedules and not listed as
           disputed, contingent or umliquidated;

        3. Claims previously allowed by Order of the Court; and

        4. Administrative Expense Claims against the Debtor.

Longview Aluminum, L.L.C. is a high-purity aluminum smelting
Facility. The Company filed for Chapter 11 relief on
March 4, 2003, (Bankr. N.D. Ill. Case No. 03-10642). James E.
O'Neill, Esq., at Pachulski, Stang, Ziehl, Young, Jones &
Weintraub PC represents the Debtor in its restructuring efforts.
At its Chapter 11 filing, the Debtor disclosed estimated assets
and debts of about $1 Million to $10 Million.


MANUFACTURED HOUSING: Series 2000-3 Class IB-1 Rating Down to D
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its 'CC' rating on the
class IB-1 certificates issued by Manufactured Housing Contract
Trust Series 2000-3 to 'D'.

This rating action follows the shortfall on the loss liquidation
interest amount due to the class IB-1 certificates on the
June 20, 2003 remittance date.

On the May 20, 2003 remittance date, the class IB-1 certificates
were written down to cover a portion of the class I-A principal
shortfall experienced during that period.

The priority of distributions is such that on the June 20, 2003
remittance date, the class IB-1 certificates received interest on
the class IB-1 adjusted balance; however, the class IB-1
certificates did not receive interest on the loss liquidation
amount.

On June 5, 2003, Standard & Poor's lowered its rating on the class
IB-1 certificates to 'CC' from 'CCC', reflecting the reduced
likelihood that the class IB-1 certificates would receive timely
payments of interest on the liquidation loss amount.


MASSMUTUAL HIGH: Fitch Rates Floating-Rate Sec. Sub. Notes at B
---------------------------------------------------------------
Fitch Ratings downgrades the notes issued by MassMutual High Yield
Partners II LLC and removes the senior secured notes from Rating
Watch Negative. The secured subordinated notes will remain on
Rating Watch Negative. The following rating actions are effective
immediately:

-- $237,000,000 floating-rate senior secured notes to 'AA-' from
   'AA' and removed from Rating Watch Negative;

-- $111,000,000 fixed-rate senior secured notes to 'AA-' from 'AA'
   and removed from Rating Watch Negative;

-- $75,000,000 floating-rate secured subordinated notes to 'B'
   from 'BBB+' and remains on Rating Watch Negative;

-- $135,000,000 fixed-rate secured subordinated notes to 'B' from
   'BBB+' and remains on Rating Watch Negative.

MassMutual High Yield Partners II LLC is a collateralized debt
obligation managed by David L. Babson & Company. HYP II was
established in September 1996 to issue debt and equity securities
and invest the proceeds in high yield bank loans, publicly
tradable high-yield securities, privately placed high-yield
securities and 'special situation' investments, such as distressed
debt and public and private equities. HYP II was refinanced in
June 1998. HYP II is a hybrid between a cash flow and market value
structure. As such, it provides note-holders with a combination of
structural protections typically not found together in one
transaction, such as quarterly valuations of the portfolio
investments, over-collateralization tests, liquidity tests,
interest coverage tests, cash flow coverage tests and weighted
average rating restrictions.

According to the latest quarterly portfolio inventory report,
dated March 31, 2003, HYP II's portfolio includes $73.5 million
par amount or $22.2 million market value of defaulted assets.
Defaulted assets represent approximately 8% of the total par
amount and 3% of the total market value of the portfolio,
respectively. As of the last reporting date, HYP II was passing
all of its quarterly financial covenants, such as the maximum
leverage ratio, the minimum interest coverage tests, the
collateral coverage ratio and the projected liquid asset coverage
ratio. The projected liquid asset coverage ratio, which measures
the market value of liquid assets over the next four quarter's
projected operating expenses, was the tightest of all the tests.
At March 31, 2003, the ratio measured 1.16 relative to a minimum
test level of 1.10. It is expected that there will be increased
pressure on this test, as the collateral manager uses liquid
portfolio assets to make the first installment of principal on the
floating-rate senior secured notes in October 2003. After
evaluating the portfolio composition, Fitch feels that there will
be less liquid assets remaining in the portfolio after the
redemption of senior debt to cover the principal obligations of
the secured subordinated notes. Furthermore, HYP II is at risk of
failing its projected liquid asset coverage ratio, which, if not
cured, will allow the note-holders to vote to accelerate the
fund's debt.

Fitch conducted collateral analysis on the HYP II portfolio
utilizing various liquidation timings. As a result of this
analysis Fitch has determined that the original ratings assigned
to the senior secured and secured subordinated notes are not
consistent with the current risk to note-holders. Fitch will keep
the secured subordinated notes on Rating Watch Negative, pending
the projected composition of the portfolio collateral as assets
are liquidated to meet HYP II's senior principal obligations.


MICRO COMPONENT: Arranges $2.5 Million Line of Credit Agreement
---------------------------------------------------------------
Micro Component Technology, Inc. (OTCBB:MCTI) completed a secured
line of credit agreement for $2.5 million. This agreement, secured
by the assets of the Company, provides an immediate infusion of
working capital. The Company also reported that it is in
negotiations with its 10% Senior Note Holders to receive stock in
lieu of interest for the next two years. The successful conclusion
of this agreement could provide an approximate savings of $2.0M in
cash over the two year time period.

MCT's President, Chairman and Chief Executive Officer, Roger E.
Gower, commented, "We are extremely pleased to have completed the
secured line of credit agreement. This coupled with the
anticipated agreement with our 10% Senior Note Holders affords us
the needed liquidity to continue to very efficiently serve our
customers throughout this difficult downturn in the Semiconductor
Capital Equipment Market and support the expansion of our business
upon any impending market upturn."

MCT, whose December 31, 2002 balance sheet shows a total
shareholders' equity deficit of about $6 million, is a leading
manufacturer of test handling and automation solutions satisfying
the complete range of handling requirements of the global
semiconductor industry. MCT has recently introduced several new
products under its Smart Solutions(TM) line of automation
products, including Tapestry(R), SmartMark(TM), and SmartSort(TM),
designed to automate the back-end of the semiconductor
manufacturing process. MCT believes it has the largest installed
IC test handler base of any manufacturer, with over 11,000 units
worldwide. MCT is headquartered in St. Paul, Minnesota, with its
core manufacturing operation in Penang, Malaysia. MCT is traded on
the OTC Bulletin Board under the symbol MCTI.

For more information on the Company, visit its Web site at
http://www.mct.com  


MISSISSIPPI CHEMICAL: Hires Phelps Dunbar as Bankruptcy Counsel
---------------------------------------------------------------
Mississippi Chemical Corporation, and its debtor-affiliates ask
for approval from the U.S. Bankruptcy Court for the Southern
District of Mississippi to employ Phelps Dunbar LLP as legal
counsel while they reorganized under Chapter 11.  

In order to facilitate the prudent performance of their duties and
the successful administration of these cases and operation of the
business under these reorganization proceedings, it is necessary
for the Debtors to employ legal counsel.

Specifically, Phelps Dunbar will:

     a. advise and consult with the Debtors regarding questions
        arising from certain contract negotiations which will
        occur during the operation of business by the Debtors;

     b. evaluate and attack claims of various creditors,
        including those who may assert security interests in the
        assets and who may seek to disturb the continued
        operation of the business or the proper administration
        of this case;

     c. appear in, prosecute, or defend suits and proceedings,
        and to take all necessary and proper steps in other
        matters and things involved in or connected with the
        affairs of the estate of the Debtors;

     d. represent the applicants in court hearings and to assist
        in the preparation of contracts, reports, accounts,
        petitions, applications, orders and other papers and
        documents as may be necessary in this proceeding;

     e. advise and consult with applicants in connection with
        any reorganization plans which may be proposed in these
        proceedings and any matters concerning applicants which
        arise out of or follow the acceptance or consummation of
        such reorganization or its rejection; and

     f. perform such other legal services on behalf of
        applicants as may become necessary to represent or
        assist applicants in carrying out their duties in this
        proceeding.

The Debtors will employ the services of:

            Attorney              Billing Rate
            --------              ------------
          James W. O'Mara         $295 per hour
          Douglas C. Noble        $190 per hour
          Christopher R. Maddux   $160 per hour

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: Wants Plan Filing Exclusivity Extended to Aug. 14
---------------------------------------------------------------
Mosaic Group (US) Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Texas to extend
their time period within which they have the exclusive right to
file their chapter 11 plan and solicit acceptances from their
creditors.  The Debtors tell the Court that they need until
August 14, 2003 to file their plan and until October 13, 2003 to
solicit acceptances of that Plan.  

Since filing their petition, the Debtors have focused on the sale
of assets as a going concern in order to maximize the benefit to
the estate. The Debtors relate that they have rejected numerous
leases, reduced staff, and streamlined their operations while
marketing their assets.  

Additionally, the Debtors submit that their case is large and
complex.  The Debtors operate businesses throughout the United
States and Canada with gross annual revenue of $488,144,000 for
the year ending December 31, 2001.  The Debtors' management is
intimately involved in these proceedings, the Canadian
Restructuring Process, and proceedings in Great Britain and
Ireland.

Up to this end, the Debtors are extensively negotiating with the
Lenders concerning nearly every action taken in their cases and
will continue to do so.
  
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: Sues DCHC Entities for Breach of Contract
-----------------------------------------------------------
According to Robert W. Hamilton, Esq., at Jones, Day, Reavis &
Pogue, in Columbus, Ohio, the National Century Financial
Enterprises Entities financed and serviced healthcare accounts
receivable for the Doctor Community Healthcare Corporation
Entities through the purchase of receivables in accordance with
the Sale Agreements.  The NCFE Entities also provided other
financing and leasing services to the DCHC Entities.

DCHC entered into various financing agreements:

    (1) with the NCFE Entities, including but not limited to:

        -- a Cognovit Guaranty dated October 28, 1998 in favor of
           NPF X and guaranteeing certain payments due under
           certain Sale Agreements with Michael Reese Medical
           Center Corporation and a $4 million note provided to
           NPF X by Reese,

        -- a Cognovit Limited Guaranty dated March 1, 2000
           guaranteeing to NPF X certain amounts due from Serra
           Community Medical Clinic, and

        -- a Security Agreement dated July 16, 1999 and a
           $75,000,000 Revolving Promissory Note dated July 16,
           1999 and a Cognovit Guaranty in favor of certain NCFE
           Entities.

    (2) with NPF Capital in a Deed of Trust, Assignment of Leases
        and Rents, Security Agreement and Fixture Filing dated
        January 12, 2001 and a Cognovit Guaranty, and

    (2) including certain guarantees in favor of NPF-CSL and NPF-
        LL.

Michael Reese Medical Center Corporation also entered:

    (1) into agreements for NPF X's benefit, including:

        -- an Open-Ended Mortgage dated October 28, 1998;

        -- a First Amended and Restated Open-Ended Mortgage dated
           November 30, 1999;

        -- a Cognovit Promissory Note dated October 28, 1998;

        -- a Loan and Security Agreement dated October 28, 1998;

        -- a Mortgage Filing Agreement dated October 28, 1998 ;

        -- a Promissory Note dated June 10, 1999;

        -- a First Amendment to Promissory Note dated November 4,
           1999;

        -- an Open End Mortgage dated June 10, 1999; and

        -- a Security Agreement dated July 16, 1999.

    (2) into a Reimbursement Agreement dated June 10, 1999 in
        favor of NCFE,

    (3) into a Sale Agreement with NPF VI,

    (4) into an Equipment Lease Agreement with NPF-CSL, and

    (5) into a Payment Allocation and Cross Default Agreement with
        NPF VI, NPFS, and NPF-CSL dated October 28, 1998.

Greater Southeast Community Hospital Corp. I and NPF XII have
entered into certain Sale Agreements as well.  GSCH and NPFS, NPF
X, NPF XII and NPF-LL have entered into a Payment Allocation and
Cross Default Agreement dated December 16, 1999.  Moreover, GSCH
and NPF-LL have an Asset Purchase Agreement as well as an
Equipment Lease Agreement dated December 16, 1999.  GSCH also
executed a Secured Cognovit Promissory Note dated December 16,
1999 together with a Loan and Security Agreement in NPF X's
favor.

Pacifica of the Valley Corporation and certain NCFE Entities
entered into numerous agreements, including notes, Sale
Agreements, and leases.  For example, Pacifica entered into a
Security Agreement dated July 16, 1999 in NPF X's favor.

Pine Grove Hospital Corporation and the NCFE Entities also have
entered into a numerous agreements.  Among them are: a Security
Agreement dated July 16, 1999 in favor of NPF X, an Asset
Purchase Agreement, an Equipment Lease Agreement and a Payment
Allocation and Cross Default Agreement with NPFS and NPF VI, all
dated March 31, 1999.  In addition, Pine Grove and NPF VI have
entered into a Sale Agreement dated September 18, 1998 and
amended from time to time, and Pine Grove and NPF Capital are
parties to a Cognovit Promissory Note and a Loan and Security
Agreement both dated September 18, 1998 and a Deed of Trust dated
September 19, 1998, all in NPF Capital's favor.

There are a number of agreements between PACIN Healthcare Hadley
Memorial Hospital Corporation and the NCFE Entities, including, a
Security Agreement dated July 16, 1999, a Sale Agreement dated
June 9, 1993 and a First Amended and Restated Cognovit Promissory
Note dated July 16, 2001 in NCFE's favor.  In addition, Hadley
and NPF Capital entered into a Cognovit Promissory Note dated
January 12, 2001 and a Loan and Security Agreement dated
January 12, 2001. Hadley and NPF-LL also entered into a Purchase
and Sale and Lease Agreement dated March 31, 1999, as well as a
Payment Allocation and Cross Default Agreement -- also with NPFS
and NPF VI.

Mr. Hamilton notes that the obligations of the DCHC Entities to
the NCFE Entities are subject to various agreements that provide
cross collateralization, cross default and collateral support for
all obligations to any of the NCFE Entities by any of the DCHC
Entities related to the Sale Agreements and to any other security
interests granted by the DCHC Entities to the NCFE Entities.

In addition, the DCHC Entities have pledged various assets under
the agreements to the NCFE Entities, and the NCFE Entities have
recorded UCC financing statements against the DCHC Entities.

In fact, Mr. Hamilton says, the amounts due and owing to the NCFE
Entities from the DCHC Entities, as of the DCHC Petition Date --
November 20, 2002, is $608,069,955.  This amount does not include
amounts due from Brea Community Hospital Corporation.  Any
amounts in the "reserve accounts" constitute property of the NCFE
Estates and may be applied in reduction of obligations due from
the DCHC Entities.

On the other hand, the DCHC Entities assert claims against the
NCFE Entities in amounts "unknown, but not less than
$310,000,000."

Accordingly, the NCFE Debtors seek relief in these areas:

  A. Determination of the Amount of the NCFE Entities' Property
     Subject to Turnover Pursuant Section 542 of the Bankruptcy
     Code

     Pursuant to the Sale Agreements, the NCFE Entities purchased
     certain accounts receivable from the DCHC Entities.  Thus,
     the purchased accounts receivable and their proceeds are
     NCFE Estates' property.  Mr. Hamilton asserts that the
     DCHC Entities should not have possession, custody and
     control of the purchased accounts receivable and their
     proceeds.

     Meanwhile, the DCHC Claims assert substantial amounts
     outstanding without alleging secured setoff claims or
     setting forth amounts available for recoupment.

  B. Determination of Damages for Breach of Contract

     Mr. Hamilton reminds the Court that the Sale Agreements and
     the other agreements constitute valid, binding and
     enforceable contracts between the parties.  The DCHC
     Entities have breached their obligations under the Sale
     Agreements and other agreements, through failure to remit
     payments.

     The NCFE Entities seek a declaration setting forth the
     amounts outstanding under the Sale Agreements and the other
     agreements to establish the NCFE Entities' recoupment
     counterclaims and defenses to the DCHC Claims.

  C. Determination of Damages for Unjust Enrichment

     By engaging in conduct which resulted in the funding and the
     amounts due the NCFE Entities, the DCHC Entities have
     received a benefit.  In addition, by withholding purchased
     receivables, the DCHC Entities have unjustly benefited and
     the NCFE Entities have been proximately harmed in an amount
     to be proven at trial.

  D. Declaration that the "Reserve Accounts" Constitute Property
     of the NCFE Estates and May be Applied in Reduction of the
     DCHC Claims

     The DCHC Claims assert that the DCHC Entities are entitled to
     certain amounts held in "reserve" pursuant to the Sale
     Agreements.  Mr. Hamilton reasons that the reserve accounts
     are in fact property of the NCFE Estates, subject to the
     interests of certain of the NCFE Estates' creditors.
     Alternatively, and solely to the extent any claims exist, the
     amounts in the reserve accounts may be applied in reduction
     of the DCHC Claims.

  E. Determination of Damages for Conversion

     The DCHC Entities have wrongly retained and converted
     property of the NCFE Entities, including but not limited to
     purchased receivables. The NCFE Entities ask the Court to
     find that the DCHC Entities converted assets of the NCFE
     Entities, and determine the damages for said conversion to be
     used to reduce the DCHC Claims or to support disallowance of
     the DCHC Claims.

  F. Determination of Damages for Fraudulent Inducement,
     Misrepresentation or Finding that the DCHC Entities have
     Unclean Hands

     Mr. Hamilton notes that the DCHC Entities fraudulently
     induced the NCFE Entities to advance additional amounts under
     the receivables financing program without sufficient
     supporting assets, and, upon information and belief, the DCHC
     Entities misrepresented their financial condition during this
     process.

     The DCHC Entities recognized that they could not repay the
     amounts they requested in funding, yet they continued to
     incur further obligations to the NCFE Entities.  The implicit
     representation from requests for additional funding was
     repayment.  Whether through affirmative misrepresentations or
     through omissions, Mr. Hamilton asserts, the DCHC Entities
     have unclean hands.

  G. Determination that the DCHC Entities Participated in a
     Conspiracy to Defraud

     In the alternative, Mr. Hamilton says, the DCHC Entities
     participated in a scheme to defraud creditors of the NCFE
     Entities, including through requests for funding without
     appropriate supporting collateral for the level of funding.

  H. Determination that the DCHC Entities Aided and Abetted
     Breaches of Fiduciary Duty

     Mr. Hamilton maintains that the DCHC Entities knowingly and
     substantially participated with fiduciaries of the NCFE
     Entities in breaches of fiduciary and legal duties owed to
     the NCFE Entities and their creditors through the systemic
     excessive funding of the DCHC Entities.

     The DCHC Entities should be found to be liable to the NCFE
     Entities and their creditors for the damages caused by
     reason of their aiding and abetting directors and officers
     of the NCFE Entities with their breaches of fiduciary and
     other legal duties, and the DCHC Claims should be reduced or
     disallowed accordingly.

  I. Determination that the NCFE Entities' Defenses and
     Counterclaims are not Subject to Recharacterization

     Though the DCHC Entities assert in the DCHC Claims that
     these matters must be brought only in the Bankruptcy Court
     presiding over their bankruptcy case, the DCHC Entities have
     clearly sought to reserve claims that would impact the
     defenses and counterclaims set forth herein.

The Debtors also ask Judge Calhoun to halt the Official Committee
of Unsecured Creditors appointed in Greater Southeast Community
Hospital's dueling chapter 11 cases (Bankr. Case No. 02-02250)
pending before Judge Teel in the U.S. Bankruptcy Court for the
District of Columbia from any attempt to initiate or pursue
litigation against NCFE based on the same set of facts. (National
Century Bankruptcy News, Issue No. 18; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


NEFF CORP: Repurchases Sr. Sub. Notes and Amends Credit Facility
----------------------------------------------------------------
Neff Corp. (OTC:NFFCA) has repurchased its Senior Subordinated
Notes in an aggregate principal amount of $81.1 million. The Notes
were repurchased during the second quarter of 2003 for a purchase
price of $47.7 million. Because the Notes traded at a discount,
the Company recognized a gain on debt extinguishment of $35.0
million which will be reflected in the Company's financial
statements for the quarter ending June 30, 2003.

Prior to the repurchase of the Notes, the Company amended the
terms of its senior revolving credit facility to permit the
repurchase of the Notes. The Company also amended the indentures
governing the Notes and the revolving credit facility to allow the
Company to finance the repurchase through the incurrence of a
senior unsecured term loan in the principal amount of $47.7
million. The Term Loan matures in May 2008 and accrues "paid-in-
kind" interest at 11.25% per annum. In connection with the Term
Loan, the Company issued warrants to the term loan lender to
purchase a newly designated series of preferred stock of the
Company. The preferred stock issuable under the warrants is
convertible into a number of shares of the Company's Class A
Common Stock equal to 15% of the Company's outstanding Class A and
Class B Special Common Stock.

The amendment to the Company's senior revolving credit facility
also modified certain financial covenants in the credit facility
and permanently waived all existing defaults. As of May 31, 2003,
the Company was no longer in default under any covenants under its
senior revolving credit facility.

Juan Carlos Mas, President and Chief Executive Officer, stated:
"This transaction has provided us the opportunity to make a
substantial reduction to our total debt and our debt servicing
costs. Taking into consideration the free cash flow from
operations and our repurchase of these Notes at a substantial
discount, we have been able to reduce our outstanding debt by
$41.2 million and will reduce our cash interest payments by over
$8.3 million per annum. During the remainder of 2003, we will
continue to generate free cash flow and remain focused on reducing
our outstanding debt. We continue to explore all opportunities for
expense reduction and will remain disciplined in regards to our
capital expenditures."

Neff Corp. is one of the largest equipment rental companies in the
United States, with 72 locations in 16 states at May 31, 2003.


NEXTEL PARTNERS: S&P Assigns CCC+ Rating to $450MM Senior Notes
---------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
Nextel Partners Inc.'s $450 million 8-1/8% senior notes due 2011
issued under Rule 144A with registration rights. Proceeds from the
issuance will be used to refinance the company's 14% senior
discount notes due 2009.

At the same time, Standard & Poor's affirmed its 'B-' corporate
credit rating on the Kirkland, Wash.-based Nextel, a wireless
service provider.

The outlook remains stable. Nextel Partners had total debt of more
than $1.4 billion at the end of first quarter 2003.

The new notes are rated one notch lower than the corporate credit
rating. They rank the same as Nextel Partner's other existing and
future senior unsecured debt and have priority over the company's
subordinated debt.

"The ratings on Nextel Partners reflect its high debt leverage and
negative free cash flow prospects, at least in the near term,"
said Standard & Poor's credit analyst Michael Tsao.

Nextel Partners has acquired substantial debt in the past several
years to build out its network. Despite recent efforts to delever
through debt-for-equity exchanges, the company's debt to
annualized EBITDA leverage remained high at March 31, 2003, at
about 13.8x. The combination of high leverage and continuing cash
flow loss does not give the company much safety margin against
competitive risks, the threat of looming wireless number
portability, or the economy.

Somewhat offsetting these concerns is the company's success in
targeting the business and public sector markets, and the
uniqueness of its two-way radio service (DirectConnect), which
continues to enable Nextel Partners to realize industry-leading
average revenue per user of $65 and low churn of about 1.7%. With
competitors unlikely to materially challenge DirectConnect in the
next two years, the company could demonstrate solid operating
performance for some time.


NRG ENERGY: Wants Nod to Hire Baker Botts as Special Counsel
------------------------------------------------------------
Baker Botts LLP is a global law firm, with approximately 28
lawyers in its environmental practice group, several of whom are
nationally recognized experts in the environmental field.
Scott J. Davido, Esq., Senior Vice President of NRG Energy, Inc.,
relates that Baker Botts has provided legal services to the
Debtors since 1999, which include:

    -- counseling on compliance with environmental laws,

    -- representing the Debtors in federal and state
       investigations of environmental compliance and in the
       negotiations of settlements with state agencies on alleged
       violations of environmental laws and regulations, and

    -- serving as litigation counsel for an enforcement action
       brought by the State of New York for alleged violations of
       federal and state environmental laws and regulations.

Baker Botts has indicated that it is willing to continue
performing these services.  Moreover, Baker Botts is familiar
with the issues relative to these matters.  Thus, Mr. Davido
believes, Baker Botts is well qualified to provide the services
required.

Accordingly, the Debtors sought and obtained the Court's authority
to employ Baker Botts LLP as special counsel for litigation and
environmental matters, effective as of the Petition Date.

As special counsel, Baker Botts will be:

    (a) counseling the Debtors on compliance with environmental
        laws and regulations;

    (b) representing the Debtors in environmental investigations
        brought by federal or state agencies;

    (c) serving as litigation counsel with respect to any
        environmental claims against the Debtors; and

    (d) serving as litigation counsel with respect to any claims
        brought by the Debtors associated with asset purchases.

Baker Botts will apply to the Court for allowance of compensation
and reimbursement of expenses in accordance with the Bankruptcy
Code, the Federal Rules of Bankruptcy Procedure, the Court's
local rules, and any applicable Court orders.  Mr. Davido assures
the Court that Baker Botts understands that no compensation will
be paid by the Debtors for postpetition services or expenses
except upon Court approval.

In addition, Baker Botts will employ attorneys and legal
assistants with varying degrees of legal experience in the
litigation and environmental areas, as each matter may require.

The Court further authorizes Baker Botts to:

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

    (b) seek reimbursement of actual and necessary out-of-pocket
        expenses.

The principal attorney and legal assistants designated to
represent the Debtors and their current standard hourly rates are:

         William M. Bumpers              $465
         Stephen L. Braga                 465
         Steven L. Leifer                 450
         David A. Super                   420
         Debra J. Jezouit                 400
         Samuel J. Waldon                 400
         Renu K. Gupta                    360
         Clara G. Poffenberger            350
         Joshua B. Frank                  330
         Frank Rambo                      275
         Guillerma Calles                 115

William M. Bumpers, Esq., a partner at Baker Botts, affirms that
his Firm does not represent any party that holds or represents
any interest adverse to the Debtors or their estates in the
matters for which Baker Botts is engaged.

Furthermore, Baker Botts periodically will review its files
during the pendency of these Chapter 11 cases to ensure that no
conflicts or other disqualifying circumstances exist or arise.
If new relevant facts or relationships are discovered or arise,
Baker Botts will use reasonable efforts to identify further
developments and will promptly file a supplemental verified
statement. (NRG Energy Bankruptcy News, Issue No. 5; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


OMNOVA SOLUTIONS: Reports $5 Million Loss for Second Quarter
------------------------------------------------------------
OMNOVA Solutions Inc. (NYSE: OMN) reported a loss of $5.0 million
for the second quarter of 2003, compared to income of $5.5 million
for the second quarter of 2002. These results are consistent with
expectations announced by the Company on May 8, 2003.

Included in the second quarter of 2003 was a charge of $3.1
million, net of tax, primarily related to the Company's recent
refinancing activities in which it issued $165 million of long
term debt and entered into a new $100 million revolving credit
facility, at the same time terminating its existing $185 million
revolving credit facility and its $60 million receivables sale
facility. Included in the second quarter of 2002 was a gain of
$2.0 million, net of tax, related to the sale of a discontinued
facility. Excluding these items, the Company reported a net loss
of $1.9 million for the second quarter of 2003, as compared to
income of $3.5 million for the second quarter of 2002.

Sales increased 1.0% to $176.6 million for the second quarter of
2003, compared to $175.0 million during the same period a year
ago. Cost of goods sold for the second quarter of 2003 increased
$8.6 million to $133.1 million over last year's second quarter.
For the same period, raw material costs increased $11.4 million
due to rapid inflation in oil and natural gas feedstock costs
during the Iraq war. These increased costs were partially offset
by improvements in manufacturing productivity and lower spending.
Selling, general and administrative costs declined $1.7 million to
$34.8 million in the second quarter of 2003 versus $36.5 million
in the second quarter of 2002, primarily due to a reduced salary
workforce and strict discretionary spending controls. Interest
expense increased to $2.9 million for the second quarter of 2003
versus $2.1 million for the same period a year ago because of
higher borrowing rates, partially offset by lower average debt
levels. Other expense decreased $0.1 million to $0.9 million.

"The second quarter results showed improvement in sales versus the
same period last year. Our cost of goods sold and SG&A expenses
were $167.9 million for the second quarter of 2003 as compared to
$161.0 million for the second quarter of 2002. The second quarter
of 2003 included $11.4 million of higher raw material costs
partially offset by $4.5 million in savings as a result of cost
reduction efforts," said Kevin McMullen, OMNOVA Solutions'
Chairman and Chief Executive Officer. "Rapid inflation in the
prices of styrene and butadiene, two key raw materials, resulted
in 12 year highs during the quarter. Costs for some of our other
raw materials continued to rise as well. However, we made
significant progress in the second quarter, raising product prices
across both of our business segments to partially offset the
higher raw material costs.

"An additional positive action was the recent completion of our
refinancing plan which extended OMNOVA's debt maturities,"
McMullen said.

OMNOVA's total debt at the end of the second quarter of 2003 was
$198.0 million. The Company's total debt and its off balance sheet
receivables sale facility was $199.4 million at the end of the
first quarter of 2003. Debt averaged $206.7 million during the
second quarter, a reduction of $23.6 million versus last year,
primarily due to improved working capital management.

Decorative & Building Products - Net sales were $93.6 million
during the second quarter of 2003, a decline of 4.0% compared to
$97.5 million in the second quarter of 2002. Lower refurbishment
activity in corporate offices and hotels resulted in a decline in
wallcovering, coated fabric and decorative laminate sales.
However, sales of commercial roofing products improved versus last
year as demand increased after severe winter weather hurt first
quarter 2003 sales.

The segment's operating profit totaled $2.1 million for the second
quarter of 2003, as compared to operating profit of $2.5 million
for the second quarter of 2002. Included in segment operating
profit for the 2003 second quarter was a net gain of $0.2 million
from the sale of a design center building offset by costs
associated with the reduction in workforce program that was
initiated in the previous quarter. Included in segment operating
profit for the second quarter of 2002 was a charge of $0.4 million
related to restructuring and severance costs. Excluding these
items, segment operating profit was $1.9 million for the second
quarter of 2003, as compared to operating profit of $2.9 million
for the second quarter of 2002, due to lower sales volumes and
$0.9 million of higher raw material costs.

Late in the quarter, OMNOVA implemented about $5.3 million in
annualized price increases across several of its decorative
product lines. In addition, it introduced new Viewnique(TM)
surface solutions that use digital imaging technology to cost-
effectively reproduce custom, one-of-a-kind designs onto
wallcovering, turning commercial interior spaces into compelling
visual statements. The Company also won new business from a
leading health care furniture manufacturer for its Endurion(TM)
coated fabrics, which offer exceptional stain resistance and
repeatable cleanability. OMNOVA began receiving orders for two new
coated fabric lines for the residential furniture market that were
developed by its joint venture company in China. The building
products business received strong interest in its recently
introduced Peel & Stick TPO (thermoplastic) commercial roofing
product that will reduce customer installation costs.

Performance Chemicals - Net sales during the second quarter of
2003 increased 7.1% to $83.0 million versus $77.5 million in the
second quarter of 2002. Product pricing actions and business at
new accounts contributed to the increase.

Segment operating profit was $2.0 million in the second quarter of
2003 as compared to $8.2 million in the second quarter of 2002.
Included in segment operating profit for the second quarter of
2003 was a restructuring and severance charge of $0.2 million
related to previous reductions in workforce. Included in segment
operating profit for the second quarter of 2002 was a gain of $2.1
million related to the sale of the Company's Greensboro, North
Carolina facility. Segment operating profit excluding these items
was $2.2 million in the second quarter of 2003, as compared to
$6.1 million in the second quarter of 2002, primarily as a result
of higher raw material costs.

Compared to last year, raw material costs were up $10.5 million
during the quarter due to significantly higher oil and natural gas
feedstock costs. In response to the raw material inflation,
Performance Chemicals implemented price increases across all
product lines in the second quarter. As of the end of the second
quarter of 2003, in comparison to raw material and product pricing
as of the end of the second quarter of 2002, the segment has had,
on an annualized basis, $39 million in raw material cost inflation
partially offset by product price increases.

During the quarter, Performance Chemicals also gained new business
in the coated paper and adhesives industries in North America, and
won new accounts in Europe for products sold into the opacifier
(personal care) and nonwovens markets.

OMNOVA Solutions Inc. is a technology-based company with 2002
sales of $681 million and 2,350 employees worldwide. OMNOVA is an
innovator of decorative and functional surfaces, emulsion polymers
and specialty chemicals. Visit http://www.omnova.comfor more  
information on the Company.

As reported in Troubled Company Reporter's May 13, 2003 edition,
Fitch Ratings assigned a 'BB' rating to OMNOVA Solutions
Inc.'s proposed $165 million senior secured notes due 2010 and a
rating of 'BB+' to Omnova's proposed senior secured credit
facility.


PLAINS ALL AMERICAN: Acquires El Paso South La. Assets for 10MM
---------------------------------------------------------------    
Plains All American Pipeline, L.P. (NYSE: PAA) has acquired a
package of south Louisiana terminaling and gathering assets from
El Paso Corporation (NYSE: EP) and its subsidiaries.  The purchase
price for the package was approximately $10 million and was funded
with cash on hand and borrowings under the Partnership's revolving
credit facility.

"These assets comprise an integrated condensate and crude oil
gathering and marketing business and complement our existing
operations in south Louisiana," said Greg L. Armstrong, Chairman
and Chief Executive Officer of the Partnership.  "In addition, we
believe the system is favorably leveraged to the growing volume of
crude oil and natural gas production in the Gulf of Mexico."

Armstrong also noted that the financial impact of the transaction
was included in the financial guidance the Partnership provided in
its Form 8-Ks that were filed on February 26th and April 25th of
this year.  Such financial guidance was also discussed during the
Partnership's conference calls held on the same dates.

The assets that are included in the package are as follows with
the ownership or leased interests in parentheses:
     
     -- Atchafalaya Pipeline (33%)
     -- Eugene Island Flow System (38% - 56%) (1)
     -- Bayou Sale Gathering System (100%)
     -- Burns Terminal (38%)
     -- Cote Blanche Gathering System (100%)
     -- Patterson Terminal (55,000 barrels leased)
     -- Bay St. Elaine Gathering System (100%)
    
(1) Ownership varies based on the segment of the line and level of
throughput
    
The Partnership expects to become the operator of each of the
nonleased assets.  The effective date of the transaction was
June 13, 2003.

Plains All American Pipeline, L.P. is engaged in interstate and
intrastate crude oil transportation, terminaling and storage, as
well as crude oil and LPG gathering and marketing activities,
primarily in Texas, California, Oklahoma and Louisiana and the
Canadian Provinces of Alberta and Saskatchewan. The Partnership's
common units are traded on the New York Stock Exchange under the
symbol "PAA".  The Partnership is headquartered in Houston, Texas.


RELIANCE GROUP: Liquidator Resolves First Alliance Claim Dispute
----------------------------------------------------------------
First Alliance is a now-bankrupt subprime mortgage broker.
Reliance Insurance Company provided insurance coverage for First
Alliance during the mid to late-1990s.  Ann B. Laupheimer, Esq.,
at Blank Rome, explains that a dispute arose between First
Alliance and RIC over the insurance coverage for a variety of
cases, class actions and individual suits seeking redress for
fraudulent and wrongful lending practices -- which lead to court
litigation between the parties.

RIC wrote First Alliance a series of annual Miscellaneous
Professional Liability policies and Directors and Officers
coverage.  There are three policies at issue in the Litigation:

    1. A $1,000,000 Policy for 1996-1997 Errors & Omissions for
       First Alliance's activities as a mortgage banker;

    2. A $5,000,000 Policy for 1997-1998 Errors & Omissions for
       First Alliance's activities as a mortgage banker; and

    3. A $5,000,000 Policy for 1997-1998 Errors & Omissions for
       First Alliance's activities as a mortgage banker.

First Alliance and RIC disagree as to when the first notice of
underlying claims was given.  RIC asserts that First Alliance
knew the claims were in development but failed to alert its
insurer.  But First Alliance argues that it alerted RIC
immediately upon discovery.  RIC rejected some of the claims
based on case-specific coverage defenses and accepted others
under a reservation of rights.  In succeeding months, First
Alliance tendered over 12 more claims.

In June 1999, RIC filed an action in a California state court to
rescind the 1997-98 and 1998-99 Policies, contending that First
Alliance failed to disclose pending underlying cases on its
policy applications for succeeding years.  This failure was
material.  If known, RIC would have refrained from issuing the
policies or issued them at a different price or with different
terms.

First Alliance asserted a cross-complaint for breach of contract
and bad faith.

In March 2000, First Alliance filed for bankruptcy and RIC
removed the action to federal district court, which referred the
case to the bankruptcy court as an adversary proceeding.  During
this time, RIC's financial condition began to deteriorate.  First
Alliance asked the bankruptcy court to require RIC to post a bond
amounting to $11,000,000, representing the full policy limits for
1996-1999, securing any judgment potentially awarded on First
Alliance's cross-claims.

Despite RIC's vigorous objections, First Alliance's request was
granted in March 2001.  RIC attempted to deposit $11,000,000 cash
into the court registry as the legal equivalent of a bond, but
was rebuffed.  Instead, the bankruptcy court required RIC to
procure an $11,500,000 bond, representing the policy limits, plus
another $500,000 as a penalty for the dilatory deposit of the
appropriate bond.  RIC procured the bond by posting $11,500,000
in cash with Chase Manhattan Bank in an escrow account.

First Alliance felt it had the upper hand as it identified 17
claims that provide the strongest support for its breach of
contract and bad-faith contentions.  RIC was confident that it
would win with a variety of good defenses, including rescission
based on failure to disclose, late notice of claims and fraud
exclusion.  However, RIC and First Alliance have evaluated the
time and monetary costs of further litigation.  Assisted by a
mediator, the Parties engaged in settlement discussions.  The
Parties have reached a $4,250,000 settlement out of the potential
$11,000,000 policy limits, which will be paid out of the bond.

Ms. Laupheimer explains that integral to RIC's reasoning is the
bond.  If not for the bond, First Alliance would be a simple
policyholder, entitled to file a proof of claim and receive its
pro rata share of the estate's assets once the value of claims
was determined.  However, were RIC to permit the case to go
forward, it would risk the full amount of the bond.  This
Settlement will, by contrast, save RIC the fees associated with
taking the case to trial -- estimated at $900,000 -- and entitle
RIC to a return of the $7,250,000 in excess collateral once the
bond is exonerated. (Reliance Bankruptcy News, Issue No. 38;
Bankruptcy Creditors' Service, Inc., 609/392-0900)     


ROMACORP INC: Brings-In David Head as New CEO & President
---------------------------------------------------------
Romacorp, Inc., operator and franchisor of the 257-unit Tony
Roma's, Famous for Ribs chain, announced that David Head has
joined the company as CEO, President and a member of the Board of
Directors. Head, a 29-year veteran of casual dining, will oversee
the company and all of its subsidiaries, including Roma Franchise
Corp., the U.S. franchise company, and Roma Systems, the
international franchise arm.

"I'm excited about the opportunity to lead a great brand that has
performed well internationally and domestically," Head said. "Tony
Roma's has a strong heritage and I look forward to helping the
company build an even brighter future."

Former CEO Frank Steed will remain with the company in the new
capacity as President of both franchise entities, reporting
directly to Head. Steed will also serve as a member of the Board
of Directors.

In his new position Steed will be responsible for continuing the
company's re-franchising program, selling select company stores to
new and existing franchisees. Steed also will be charged with
developing new international and U.S. franchise agreements.

"We're pleased that Frank will focus his energies on the franchise
side of our business," said Head, who most recently served as CEO
and President of Shells Seafood Restaurants, Inc. "His experience
and international relationships make him a great asset in this
role."

Head has extensive experience on both the franchisee and
franchisor sides of the casual restaurant business. Prior to
Shells he led a Red Robin franchise development group. The former
Houlihan's Restaurant group CEO also previously managed Apple
Partners, a high-volume Applebee's franchisee. Earlier in his
career, Head held executive positions for 5 years with Sizzler
International, and 8 years with Marriott's former dinnerhouse
division.

Romacorp, Inc. operates and franchises Tony Roma's restaurants,
the world's largest casual dining restaurant chain specializing in
ribs. The Company operates 43 and franchises 215 restaurants in 27
states and 28 countries and territories.

                        *   *   *

As previously reported in Troubled Company Reporter, Romacorp,
Inc., entered into a new $25 million credit agreement with GE
Capital Franchise Finance to replace the previous agreement with
another lender. The new credit facility will expire in December
2012 and includes annual reductions in the maximum borrowing
capacity ranging from $1.75 million in the first year up to $3.25
million in later years. The new facility is secured by
substantially all of the assets of Romacorp, Inc., and its
subsidiaries.

As also previously reported, Standard & Poor's Ratings Services
raised its corporate credit rating on Romacorp Inc., and parent
Roma Restaurant Holdings Inc., to triple-'C'-minus from 'D'
following the company's delayed payment of interest to holders of
its $57 million 12% senior unsecured notes due in 2006.


SASKATCHEWAN WHEAT: Fiscal Third Quarter Net Loss Tops $30 Mill.
----------------------------------------------------------------
Saskatchewan Wheat Pool announced its third quarter results for
fiscal 2003, which fully reflect the company's financial
reorganization that was completed during the quarter. The Pool's
restructuring has been accounted for under the principles of
comprehensive revaluation, or fresh start accounting, which
revalues the balance sheet based on fair values. Readers should
refer to the company's Quarterly Report for a complete description
of the adjustments.

"We have completed our reorganization relieving the Pool of the
heavy burden that comes with excessive debt levels," said CEO Mayo
Schmidt. "We now have the financial capacity and operating
flexibility to restore profitability as production levels
normalize."

The Pool's consolidated sales and operating revenues for the
quarter were $310 million, down from $550 million in the third
quarter last year. The reduction directly relates to the 45-per-
cent drop in 2002 grain production due to drought, along with the
absence of sales this year from companies that were sold in fiscal
2002. The Agri-products Segment and Can-Oat Milling improved sales
to partially offset the decline.

Third quarter EBITDA, or earnings before interest, securitization,
taxes, depreciation and amortization, was a loss of $7.8 million,
approximately $10 million lower than the previous year due to
lower grain volumes, lower volumes of finished hogs sold during
the quarter and poor pork prices. Interest costs were $14.1
million, which includes $3.3 million of non-cash interest expense.
The non-cash expense relates to the accretion of long-term debt
from the fair value at January 31, 2003, to the face value at
November 2008. Depreciation and amortization was $6.7 million,
significantly lower than historical levels, and indicative of the
company's quarterly depreciation costs going forward. Operating
costs on a year-to-date basis dropped $21.6 million compared to
the previous period.

The net loss for the quarter was $30.4 million, which equates to a
loss per share of $0.46. After the accretion related to the equity
component of the convertible notes, which does not form part of
interest expense, the EPS loss is $0.56 per share.

The Pool's primary shipments in the quarter were 0.8 million
tonnes for a total to-date of 3.6 million tonnes, or 37 per cent
behind the previous year, reflecting the impact of drought on
volumes and the availability of quality commodities this year.
Port terminal volumes were 1.6 million tonnes in the first nine
months, just over half of last year's level. Thunder Bay volumes
were comparable on strong exports out of Manitoba, however volumes
through Vancouver declined substantially. No volumes flowed to
that port from mid-August to December due to a labor dispute. In
addition, Vancouver's draw areas of Alberta and western
Saskatchewan were heavily hit by drought, substantially reducing
the amount and quality of grain available for export off the West
Coast.

EBITDA for the Grain Handling and Marketing Segment was a loss of
$5.3 million in the quarter, reflecting drought-related volume
declines, partly offset by higher margins, additional cost savings
and a grain insurance recovery recorded in the period.

The Agri-products Segment generated sales growth of 30 per cent
and EBITDA increased 26 per cent from the same quarter last year,
reflecting stronger fertilizer, seed and crop protection sales, as
the industry geared up for the spring sales season.

The Agri-food Processing Segment generated sales in the third
quarter of $31 million, up slightly from the comparable quarter
last year after excluding sales from companies sold last year.
EBITDA from Can-Oat Milling and Prairie Malt Limited combined was
$5.7 million for the quarter, down from the previous year due to
depleted supplies of quality malt barley in Western Canada because
of drought. The company's feed mill and aquaculture had similar
results to last year, while sales in the Pool's pork operations
dropped on lower volumes and sales prices.

"We are looking forward to next year with a renewed sense of
optimism. Our spring selling season has been strong," said
Schmidt. "Insects have become an issue in some areas and we still
require timely rains to meet the initial production estimates of a
normal crop. However, drought relief has come in many parts of
Western Canada, which signals the potential for a significant
earnings recovery for the Pool in fiscal 2004."

Saskatchewan Wheat Pool is a publicly traded agribusiness
headquartered in Regina, Saskatchewan. Anchored by a prairie-wide
grain handling and agri-products marketing network, the Pool
channels prairie production to end-use markets in North America
and around the world. These operations are complemented by value-
added businesses and strategic alliances, which allow the Pool to
leverage its pivotal position between prairie farmers and
destination customers. The Pool's Class B shares are listed on the
Toronto Stock Exchange under the symbol SWP.B.

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.


SEQUOIA MORTGAGE: Fitch Affirms Class B-4 & B-5 Ratings at BB/B
---------------------------------------------------------------
Fitch Ratings has affirmed six classes for the following Sequoia
Mortgage Trust, Trust Five mortgage pass-through certificates:
Sequoia Mortgage Trust, Trust Five, mortgage pass-through
Certificates

        -- Class A & AR affirmed at 'AAA';
        -- Class B-1 affirmed at 'AA';
        -- Class B-2 affirmed at 'A';
        -- Class B-3 affirmed at 'BBB';
        -- Class B-4 affirmed at 'BB';
        -- Class B-5 affirmed at 'B'.

The affirmations reflect credit enhancement consistent with future
loss expectations.


SL INDUSTRIES: Clarifies Mistaken Identity Due to Ticker Symbol
---------------------------------------------------------------
SL Industries, Inc. (AMEX & PHLX:SLI) announced that shares of its
common stock briefly suspended trading on the American Stock
Exchange due to a news wire erroneously attaching SL Industries
ticker symbol with the news release of a separate corporation. The
mistake was caused by confusing the Company's ticker symbol "SLI"
with the corporate name SLI, Inc.. SLI, Inc. is an unrelated
corporation, which issued a press release Tuesday indicating it
emerged from bankruptcy court protection.

Warren Lichtenstein, Chairman and Chief Executive Officer of SL
Industries, Inc., stated, "These problems started to arise when
the Company transferred to the American Stock Exchange and changed
its symbol to "SLI" from "SL". Unfortunately, SLI is also the
corporate name of another publicly-traded corporation. We will
continue to address this problem and regret any confusion and
inconvenience caused to our investors."

SL Industries, Inc. designs, manufactures and markets Power and
Data Quality (PDQ) equipment and systems for industrial, medical,
aerospace and consumer applications. For more information about SL
Industries, Inc. and its products, visit the Company's Web site at
http://www.slindustries.com  

                         *   *   *

In the Company's 2002 Annual Report filed on SEC Form 10-K,
Grant Thornton LLP, the Company's independent auditors, issued
this statement:

"We have audited the accompanying [sic] consolidated balance
sheet of SL Industries, Inc. and its subsidiaries as of December
31, 2002, and the related consolidated statements of operations,
comperhensive income (loss), shareholders' equity, and
cash  flows  for  the year then ended.  These financial
statements  are the responsibility of the Company's management.  
Our responsibility is to express an opinion  on  these  
financial  statements  based  on our  audit.  The  financial
statements of SL Industries,  Inc. and its  subsidiaries as of
and for the years ended December 31, 2001 and 2000, were audited
by other auditors who have ceased operations  and who's  report  
dated  March 15,  2002  included an explanatory paragraph that
described certain  uncertainties regarding the Company's ability
to continue as a going concern."


SLATER STEEL: Secures Okay to Appoint Trumbull as Claims Agent
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave its
stamp of approval to Slater Steel U.S., Inc., and its debtor-
affiliates' request to appoint Trumbull Associates, LLC as the
official Claims and Noticing Agent of the Bankruptcy Court.

The Debtors relate that they have identified hundreds of
creditors, potential creditors and other parties-in-interest to
whom certain notices, including notice of the commencement of the
chapter 11 cases and voting documents, must be sent.  The office
of the Clerk of the Bankruptcy Court for the District of Delaware
is not equipped efficiently and effectively to docket and maintain
the extremely large number of proofs of claim that likely will be
filed in these cases.  The Debtors submit that the most effective
and efficient manner by which to accomplish the process of
receiving, docketing, maintaining, photocopying and transmitting
proofs of claim in these cases is for them to engage an
independent third party to act as an agent of the Court.

The Debtors believe that the assistance that Trumbull will
provides will expedite service of Rule 2002 notices, streamline
the claims administration process, and permit the Debtor to focus
on their reorganization efforts.

In its capacity, Trumbull will:

     a) prepare and serve notices in these chapter 11 cases
        including:

          (i) a notice of the commencement of these chapter 11      
              cases and the initial meeting of creditors under
              Section 341(a) of the Bankruptcy Code;

         (ii) a notice of the claims bar date;

        (iii) notices of objections to claims;

         (iv) notices of any hearings on a disclosure statement
              and confirmation of a plan or plans of
              reorganization; and

          (v) such other miscellaneous notices as the Debtors or
              Court may deem necessary or appropriate for an
              orderly administration of these chapter 11 cases;

     b) within five business days after the service of a
        particular notice, file with the Clerk's Office a
        certificate or affidavit of service that includes:

          (i) a copy of the notice served,

         (ii) an alphabetical list of persons on whom the notice
              was served, along with their addresses, and

        (iii) the date and manner of service;

     c) maintain copies of all proofs of claim and proofs of
        interest filed in these cases;

     d) maintain official claims registers in these cases by
        docketing all proofs of claim and proofs of interest in
        a claims database that includes the following
        information for each such claim or interest asserted:

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

         (ii) the date the proof of claim or proof of interest
              was received by Trumbull and/or the Court,

        (iii) the claim number assigned to the proof of claim or
              proof of interest, and

         (iv) the asserted amount and classification of the
              claim;

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

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

     g) maintain an up-to-date mailing list for all entities
        that have filed proofs of claim or proofs of interest
        and make such list available upon request to the Clerk's
        Office or any party-in-interest;

     h) provide access to the public for examination of the
        proofs of claim or proofs of interest filed in these
        cases without charge during regular business hours;

     i) record al transfers of claims pursuant to Fed. R. Bankr.
        P. 3001(e) and provide notice of such transfers as
        required by Rule 3001(e), if directed to do so by the
        Court;

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

     k) provide temporary employees to process claims, as
        necessary;

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

     m) provide such other claims processing, noticing,
        balloting, and relating administrative services as may
        be requested from time-to-time by the Debtors.

Lorenzo Mendizabel, President of Trumbull Associates, LLC reports
that Trumbull's consulting fees are:

     Administrative Support          $50 per hour
     Assistant Case Manager/
       Data Specialist               $65 to $80 per hour
     Case Manager                    $110 to $125 per hour
     Automation Consultant           $140 to $160 per hour
     Sr. Automation Consultant       $165 to $185 per hour
     Consultant                      $175 to $225 per hour
     Sr. Consultant                  $230 to $300 per hour

Slater Steel U.S., Inc., a mini mill producer of specialty steel
products, filed for chapter 11 protection on June 2, 2003 (Bankr.
Del. Case No. 03-11639).  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.


SONTRA MEDICAL: Fails to Comply with Nasdaq Listing Requirements
----------------------------------------------------------------
On June 18, 2003, Sontra Medical Corporation (Nasdaq SC: SONT)
received a letter from Nasdaq stating the Company has failed to
comply with the minimum $2.5 million stockholders' equity
requirement for continued listing set forth in Marketplace Rule
4310(C)(2)(B) and that as a result, its common stock is subject to
delisting from the Nasdaq SmallCap Market. The Company has
requested an oral hearing with the Nasdaq Listing Qualifications
Panel and its stock will continue to trade on the Nasdaq SmallCap
Market pending the outcome of the hearing. A hearing date has not
yet been set.

Thomas W. Davison, Sontra's chief executive officer and president,
stated "We are actively working on strategic initiatives designed
to rectify this situation and we intend to pursue and implement a
plan to meet these requirements in the future."

Sontra Medical Corporation -- http://www.sontra.com-- is the  
pioneer of SonoPrep(R), a non-invasive ultrasound-mediated skin
permeation technology that enables transdermal diagnosis and drug
delivery. Sontra's products under development include: the
Symphony(TM) Diabetes Management System for continuous non-
invasive glucose monitoring; a rapid onset (less than 5 minutes)
topical anesthetic delivery system; a skin preparation system to
improve electrophysiology tests and the use of SonoPrep(R) for the
transdermal delivery of large molecule drugs and
biopharmaceuticals.

                         *     *     *

               Liquidity and Capital Resources

In its Form 10-QSB for the quarter ended March 31, 2003, the
Company stated:

"We are a development stage company and, on an historical basis,
have financed our operations, since the inception of SMI,
primarily through private sales of preferred stock, the issuance
of convertible promissory notes, and the cash received in
connection with the Merger. As of March 31, 2003, we had
$1,292,000 of cash and cash equivalents.

"Net cash used in operating activities was $745,000 for the three
months ended March 31, 2003. The net loss for the three months
ended March 31, 2003 was $952,000 and included in this loss were
non-cash expenses of $56,000 for depreciation and amortization and
a $151,000 non-cash benefit for stock compensation. Also, an
increase in accounts payable provided $231,000 of operating cash.

"Net cash used in investing activities was $213,000 for the three
months ended March 31, 2003. Purchases of property and equipment,
primarily related to the build-out of the Company's new office
space, used $196,000 of cash. There was a $49,000 increase in
restricted cash due to cash collateralizing a letter of credit
related to the new office space offset by a decrease in long term
assets of $32,000 representing the deposit on the Company's former
office space.

"As discussed above, as of March 31, 2003, we had an accumulated
deficit of $16,494,000 from an historical accounting perspective.
We expect that the cash and cash equivalents of $1,292,000 at
March 31, 2003 will be sufficient to meet our cash requirements
only through June 2003. We have recently reduced our headcount and
are implementing other cost reductions and are actively seeking to
procure additional financing or investment, or strategic
investment, adequate to fund our ongoing operations. If we are not
able to raise substantial additional capital, we will not have
sufficient capital to fund our operations beyond June 30, 2003 and
to continue to function as a going concern. If we are unable to
raise sufficient additional financing before June 30, 2003, we may
have to cease operations. Even if we obtain funding sufficient to
continue functioning as a going concern beyond June 30, 2003, we
will be required to raise a substantial amount of capital in the
future in order to reach profitability and to complete the
commercialization of our products. Our ability to fund these
future capital requirements will depend on many factors, including
the following:

  --   our ability to obtain funding from third parties, including
       any future collaborative partners;  

  --   our progress on research and development programs and pre-
       clinical and clinical trials;  

  --   the time and costs required to gain regulatory approvals;  

  --   the costs of manufacturing, marketing and distributing our
       products, if successfully developed and approved;  

  --   the costs of filing, prosecuting and enforcing patents,
       patent applications, patent claims and trademarks;  

  --   the status of competing products; and  

  --   the market acceptance and third-party reimbursement of our
       products, if successfully developed and approved."  


SPIEGEL GROUP: Asks Court to Fix Receivables Bidding Procedures
---------------------------------------------------------------
To maximize their proceeds on the credit card accounts and credit
card accounts and the generated receivables, The Spiegel Inc., and
its debtor-affiliates will subject the sale to competitive bidding
procedures.

In this regard, the Debtors propose to utilize these bidding
procedures to determine the ultimate buyer:

    (a) Any party wishing to submit an offer must submit it in
        writing on the form of the Sales Contract, indicating any
        and all proposed changes, to:

        -- their bankruptcy counsel,

        -- the counsel for the Bank of America, N.A., and

        -- the counsel for the Official Committee of Unsecured
           Creditors.

    (b) All bidders must agree to be bound by all of the terms and
        conditions of the Sales Contract with appropriate
        modifications for the identity of the successful bidder,
        the increased price or the better terms;

    (c) All bidders must provide evidence, satisfactory to the
        Debtors, of their financial ability to perform their
        obligations under the Sales Contract;

    (d) All competing bids must remain open and irrevocable until
        a Court order is entered approving the Sales Contract;

    (e) The minimum initial overbid above the Guaranteed Amount of
        no less than $50,000 (plus the break-up fee due to the
        Stalking Horse) and subsequent overbids of at lease
        $25,000 (plus the break- up fee due to the Stalking Horse)
        more than the preceding bid;

    (f) Competing bids cannot be contingent on the completion of
        due diligence, the receipt of financing or any board of
        directors, shareholder or other corporate approval or any
        other event except Court approval; and

    (g) The sale hearing to approve the sale of the Receivables to
        the Stalking Horse or other successful bidder at the
        Auction will be held on June 24, 2003 immediately after
        the Auction.

If no Qualifying Bids are received, the Stalking Horse may be
confirmed as the highest and best bidder for the Accounts and
Receivables in accordance with the Sales Contract. (Spiegel
Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service, Inc.,
609/392-0900)   


TOUCH AMERICA: Reaches Proposed Settlement Agreement with Qwest
---------------------------------------------------------------
Qwest Communications International Inc. (NYSE: Q) and Touch
America Holdings, Inc. (OTC: TCAHQ) reached an agreement in
principle that will maintain service quality and reliability for
Qwest and Touch America customers during Touch America's
bankruptcy proceeding. Under the proposed settlement agreement,
which must still be approved by the bankruptcy court, services
currently provided by Touch America to Qwest and by Qwest to Touch
America will continue.

The settlement contains provisions to ensure Touch America or a
third party will continue to provide all services currently
provided to Qwest. To maintain service continuity, Qwest will
purchase, and Touch America will continue to provide, voice and
data transport services in the 14 states where Qwest provides
local service. Qwest also has agreed to purchase certain fiber
routes from Touch America, and Touch America will maintain all
existing capacity service, which it currently provides to Qwest.

In addition, the settlement terms provide for the termination of
all disputes and litigation between Touch America and Qwest,
including commercial arbitration and proceedings before the
Federal Communications Commission and in federal court. The
settlement terms resolve, without any payment by Touch America,
the issues arising from the March 24, 2003 Interim Opinion and
Award issued in the arbitration of billing disputes, as well as
the payment due from Qwest to Touch America in February 2004 for
the purchase of Touch America's investment in TW Wireless.

Finally, the settlement terms provide for Debtor-in-Possession
financing to Touch America from Qwest. This financing, provided at
very competitive terms, would assure sufficient funding for Touch
America to achieve the objectives of its Chapter 11 bankruptcy
filing.

"We're pleased to have reached this settlement with Touch
America," said Pat Engels, executive vice president for Qwest's
product and pricing group. "Customers expect and deserve
outstanding, dependable service. Under the agreement we've
cooperatively reached with Touch America, customers will continue
to experience reliable and excellent service. This is an
excellent, strategic agreement that supports our Spirit of Service
and is in the best interests of customers, our company and
shareholders."

"This settlement agreement will ensure that we continue with the
same quality of service for Qwest and its customers and for all
our customers, and it will allow an orderly transition as Touch
America winds down its business," said Bob Gannon, Touch America's
Chairman and CEO.

Qwest Communications International Inc. (NYSE: Q) is a leading
provider of voice, video and data services to more than 25 million
customers. The company's 50,000 employees are committed to the
"Spirit of Service" and providing world-class services that exceed
customers' expectations for quality, value and reliability. For
more information, visit the Qwest Web site at http://www.qwest.com  

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


TRANS WORLD ENT.: Fullplay Sues Company for Breach of Contract
--------------------------------------------------------------
Fullplay Media Systems, Inc., has filed suit against Trans World
Entertainment Systems (Nasdaq:TWMC) as part of its Chapter 11
Bankruptcy filing in the United States Bankruptcy Court for the
Western District of Washington at Seattle claiming breach of
contract and the duty of good faith and fair dealing.

"Fullplay's action against Trans World alleges that Trans World
has willfully and deliberately frustrated Fullplay's ability to
sell its technology to other customers and raise investment
capital," said Dennis Tevlin, CEO of Fullplay. "We believe Trans
World used its size and market power to prevent other companies
from benefiting from Fullplay's technology in the hopes of
sustaining an unfair competitive advantage and drive Fullplay out
of business."

In April of 2002 Fullplay entered into a non-exclusive agreement
to sell Trans World listening and viewing stations for its FYE
stores. Other than providing a unique shape and color for the
external shell of the LVS unit, there were no restrictions placed
on Fullplay's ability to make, use, or sell the LVS technology.
Since this agreement was executed, Trans World has received
approximately 16,000 LVS devices from Fullplay.

In September of 2002 Fullplay entered into a non-exclusive
agreement providing Trans World a license for 20,000 copies of
Fullplay's digital media software customized for the LVS. In this
agreement, Trans World acknowledged that Fullplay retained all
copyright, patent, moral, trade secret, trademark, title and other
proprietary and intellectual property rights in the software,
documentation, and components thereof.

Since the installation of the LVS devices was completed in some
600 FYE stores, Trans World has touted the LVS system and
disclosed impressive results in its quarterly earnings calls with
the investment community. These results include increasing same
store sales by 5%, exposing more than 20 million customers to the
systems each month, doubling the average time a customer spends in
stores, and increasing the amount of product purchased on average
by 39%.

"It is now abundantly clear that, based on the overwhelming
success of this system, Trans World seeks a retroactively
exclusive deal, violating both the spirit and the contractual
terms of our agreement with them," said CEO Tevlin. "Trans World's
breach of contract and their tactic of intimidation have caused us
significant damages. We plan to seek an injunction to prevent them
from using our software, effectively disabling the system, and we
will seek the maximum amount of damages at trial."


TRENWICK: S&P Withdraws Junk-Level Counterparty Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services removed from CreditWatch and
affirmed its 'CCC' counterparty credit and financial strength
ratings on Trenwick Group Ltd.'s operating subsidiaries: Trenwick
America Reinsurance Corp., Dakota Specialty Insurance Co.,
Insurance Corp. of NY, LaSalle Re Ltd., and Trenwick International
Ltd.

Standard & Poor's also said that it assigned a negative outlook to
the companies.

Subsequently, Standard & Poor's withdrew these ratings at the
request of management.

"The ratings had been placed on CreditWatch on March 4, 2003,
because of the companies' weakened condition and the possibility
of regulatory action," noted Standard & Poor's credit analyst
Karole Dill Barkley.

Following the cessation of the Chubb Corp. underwriting
arrangement with Trenwick America Reinsurance Co., the operations
at Lloyds are the only Trenwick operations that are not
effectively in runoff. At year-end 2002, Trenwick's auditors noted
that because of the debt obligations and Trenwick's potential
inability to satisfy certain collateral obligations, there was
substantial doubt about the company's ability to continue as a
going concern. Filings with the SEC further disclose that
Insurance Corp. of America and Trenwick America Reinsurance Co.
are operating with considerable guidance and close oversight from
their regulators under letters of understanding.


UNITED AIRLINES: Names 2 Outside Executives to Company's Board
--------------------------------------------------------------
UAL Corp. (OTC Bulletin Board: UALAQ) named two outside executives
to its board of directors and announced the retirement of two
directors.

Robert S. Miller, Jr., is the former chairman and chief executive
officer of Bethlehem Steel Corporation, which became the country's
largest steel producer earlier this year when it was purchased by
International Steel Group as part of Bethlehem Steel's emergence
from Chapter 11 bankruptcy. Miller, 61, also played a central role
in the 1980 financial recovery of Chrysler Corporation, and, more
recently, financial restructurings at Federal-Mogul Corporation,
Waste Management, Inc., and Morrison Knudsen Corporation (now
Washington Group International).

Miller left Chrysler Corporation in 1992 as Vice Chairman. He is a
graduate of Harvard Law School and has a master's degree from
Stanford University's School of Business.

George B. Weiksner, Jr., is vice chairman, Latin America, for
Credit Suisse First Boston Corporation, based in New York. A 33-
year veteran of the firm, his experience spans the full range of
investment banking services for both domestic and international
clients. Currently, he has responsibility for business development
in Latin America, and he was previously managing director and co-
head of CSFB's Global Corporate Finance Group, which he developed.
He was also chairman of the financing section of CSFB's U.S.
Investment Banking Committee.

Weiksner, 58, is a graduate of Princeton University and earned an
MBA and a law degree at Stanford University.

Miller and Weiksner are the second and third new outside directors
to join United's board in less than a month. On May 27, the
company announced that Dipak C. Jain, Dean of the Kellogg School
of Management at Northwestern University, had become a director.
Dean Jain has been a member of the Kellogg School faculty since
1987 and was appointed dean in 2001. His teaching and research
portfolio focus on a variety of marketing disciplines.

"Steve Miller brings extensive experience, energy and commitment
to United's board deliberations," said Glenn F. Tilton, United's
chairman, chief executive officer and president. "His expertise in
corporate restructuring will be invaluable as we continue the
successful rebuilding of United Airlines.

"George Weiksner's acknowledged leadership role at CSFB and his
three decades of global investment banking experience will also
serve us in good stead," Tilton continued. "They will prove to be
additional strengths as we recapitalize the corporation upon exit
from bankruptcy and create a profitable global enterprise going
forward.

"United's three new directors together add considerable breadth
and depth to our board in areas key to our future success --
marketing, corporate restructuring and global finance," Tilton
concluded. "I'm pleased to welcome them and delighted that they've
joined us at what is an inflection point in United's history."

The company also announced the retirement from its board of
Richard D. McCormick and John K.Van de Kamp.

"For nearly ten years, Dick and John have served this company with
dedication," said Tilton. "They've been with us through some very
good times and some very tough times, and through it all, they
have been consistent and unwavering in their wise counsel. We
thank them for their hard work and insights and we wish them well
in important new endeavors they are pursuing."

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


UNITED AIRLINES: US Bank Demands $5.5 Mil. Admin Expense Payment
----------------------------------------------------------------
United Airlines and U.S. Bank established a Trust that 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. B1 and is payable through 2008, and Equipment
Note No. 2 was issued to Pass Through Trust No. B2 and is payable
through 2015.  United is the lessor of Aircraft, which secures
the Equipment Notes.  Lease payments are passed through to pay
the Equipment Notes.

United elected to perform their obligations under the 1991-B PTC
Transactions.  However, the Debtors breached this commitment,
which led U.S. Bank, as Trustee under the Pass Through Trust
Agreement, to ask Judge Wedoff to compel United to pay
administrative expenses due under the 1991-B PTC Transaction.
Approximately $5,500,000 remains due and outstanding.

Tail No.        Missed Payment     Grace Period Rent  Total
--------        --------------     -----------------  ------
N180UA          $5,285,909         $257,932           $5,543,841

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-B Pass Through Certificates Transaction.  The Debtors were
required to make scheduled payments to the PTC Trustee before
March 22, 2003, which was not made.  The Debtors continue to use
the Aircraft.

Mr. Barliant accuses the Debtors of manipulating the Section
1110(a) Election process.  The Debtors publicly announced that
they intended to fulfill their obligations related to the
Aircraft and enjoy the resulting continuation of the Section
1110(a) stay provision.  However, the Debtors are now refusing to
make the payments previously agreed to. (United Airlines
Bankruptcy News, Issue No. 21; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   


WACKENHUT CORRECTIONS: Inks Pact to Sell UK JV Interest to Serco
----------------------------------------------------------------
Wackenhut Corrections Corporation (NYSE: WHC) has signed an
agreement with its joint venture partner in the United Kingdom,
Serco Investments Limited, establishing July 2, 2003 as the
completion date of the sale of WCC's 50% interest in Premier
Custodial Group Limited to Serco. Serco has agreed to pay WCC
approximately $80 million in pre-tax proceeds.  WCC currently
anticipates that it may use the proceeds from the sale of its
joint venture interest to acquire a prison or mental health
services business or to otherwise expand its existing operations
in those lines of business.

George C. Zoley, Chairman and Chief Executive Officer of WCC said:
"We have decided that it is in the best interests of our
shareholders that WCC discontinue its present joint venture prison
business relationship in the UK. The sale of our interest in the
UK joint venture coincides nicely with our current plans to
acquire our parent company's controlling interest in WCC and will
provide WCC with a real opportunity to pursue further growth and
independence."

WCC is a world leader in the delivery of correctional and
detention management, health and mental health services to
federal, state and local government agencies around the globe. WCC
offers a turnkey approach that includes design, construction,
financing and operations. After the completion of the
aforementioned transaction, the Company will represent 31  
government clients servicing 48 facilities in the United States,
Australia, South Africa, New Zealand, and Canada with a total
design capacity of approximately 36,000 beds.
    
As reported in Troubled Company Reporter's May 5, 2003 edition,
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit and 'BB' senior secured debt ratings on Wackenhut
Corrections Corp., on CreditWatch with negative implications.
Negative implications mean that the ratings could be lowered or
affirmed, following Standard & Poor's review.

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


WEIRTON STEEL: Earns Nod to Honor A.I. Insurance Finance Pacts
--------------------------------------------------------------
U.S. Bankruptcy Court Judge Friend authorizes Weirton Steel
Corporation to perform under the Premium Finance Agreements with
A.I. Credit Corp.  The Court further rules that:

    (a) The Debtor is authorized to timely make all payments due
        under the Finance Agreements and A.I. Credit Corp is
        authorized to receive and apply the payments to the
        indebtedness owed by the Debtor to A.I. Credit Corp.;

    (b) In the event that the Debtor defaults under the terms of a
        Finance Agreement, the Debtor will be entitled to the
        statutory notice and cure period required by West Virginia
        law;

    (c) If the Debtor does not make the payments under the Finance
        Agreements as they become due, then upon expiration of the
        statutory notice and cure period, the automatic stay will
        automatically lift to enable A.I. Credit Corp to take all
        steps necessary and appropriate to cancel the Policies,
        collect the collateral and apply it to the indebtedness
        owed to A.I. Credit Corp. by the Debtor; and

    (d) If the collateral is not sufficient to satisfy the
        indebtedness owed to A.I. Credit Corp by the Debtor, A.I.
        Credit will have an allowed administrative claim under
        Section 503(b) of the Bankruptcy Code to the extent of any
        insufficiency.

                         *    *    *

Weirton Steel Corporation maintains insurance programs through
various carriers consisting of these coverages:

     (a) the casualty coverage, which includes directors' and
         officers' liability, workers' compensation, and general
         liability, and

     (b) the property coverage, which includes property damage to
         all material assets, business interruption resulting
         from property damage, and contingent business
         interruption due to the disruption of business from key
         vendors or customers.

A substantial portion of the Casualty Insurance was renewed on
March 1, 2003, with terms to expire on March 1, 2004.  Seven
Casualty Insurance policies expire before the end of 2003, with
the earliest expiration on July 9, 2003.  The Property Insurance
policies were renewed on May 1, 2003, with expiration on May 1,
2004.

Weirton estimates that the combined premium payments for these
policies, including taxes, fees and other charges, is
approximately $9,016,497 for coverage through the end the
current policy terms.  

In this regard, A.I. Credit Corp. has agreed to finance the
payment of certain of Weirton's insurance premiums pursuant to
two Premium Finance Agreements and Disclosure Statements:

     -- the Casualty Finance Agreement, which provides for
        premium financing in connection with certain of Weirton's
        Casualty Insurance polices; and

     -- the Property Finance Agreement, which provides for
        premium financing in connection with certain of Weirton's
        Property Insurance policies.

Weirton entered into the Casualty Finance Agreement on March 5,
2003.  Under the Casualty Finance Agreement, Weirton will make a
$402,280 cash down payment, and finance the $2,279,582 balance
with eight consecutive monthly payments amounting to $290,748,
commencing on April 1, 2003.  These payments include an
aggregate finance charge equal to $46,407.  Weirton paid the
cash down payment on March 3, 2003, as well as the first two
finance installments.

Weirton entered into the Property Finance Agreement on March 5,
2003.  Under the Property Finance Agreement, Weirton will make a
$1,631,164 cash down payment, and finance the $4,893,492 balance
with seven consecutive monthly payments amounting to $710,888,
commencing on June 1, 2003.  These payments include an aggregate
finance charge equal to $82,726.  Weirton paid the cash down
payment on May 9, 2003.

Both of the Finance Agreements also provide, inter alia, that to
secure payment of the amounts due to A.I. Credit, Weirton grants
to A.I. Credit a perfected first priority security interest in
unearned or returned premiums and other amounts due to Weirton
under the policies resulting from cancellation of the policies.
Pursuant to further terms of the Finance Agreements, Weirton
grants to A.I. Credit a power of attorney to cancel the policies
after giving notice required by Chapter 33 of the West Virginia
Code and any other applicable law in the event Weirton defaults
in its payments, and A.I. Credit may apply any unearned premium
returned by any insurance carrier to any amount Weirton owes to
A.I. Credit under the Finance Agreements. (Weirton Bankruptcy
News, Issue No. 4; Bankruptcy Creditors' Service, Inc., 609/392-
0900)  

DebtTraders says that Weirton Steel Corp's 11.375% bonds due 2004
(WRTL04USR1) are trading at 34.5 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WRTL04USR1
for real-time bond pricing.


WESTERN WIRELESS: Closes Croatian Wireless Operator Asset Sale
--------------------------------------------------------------
Western Wireless International Corporation, a subsidiary of
Western Wireless Corporation (Nasdaq:WWCA) has closed previously
announced sale of its 19% interest in VIPnet d.o.o., a Croatian
wireless operator, to Mobilkom Austria Aktiengesellschaft & CO KG.
WWI's proceeds from the transaction were $70 million. WWI realized
a 42% internal rate of return over the five-year life of its
investment in VIPnet.

"Through our investment in VIPnet, we built a great partnership, a
strong management team and an outstanding business," said Brad
Horwitz, President of WWI. "We are pleased that it concluded with
an excellent return to our shareholders."

Through its operating companies, WWI operates wireless networks in
nine countries: Ireland, Austria, Slovenia, Georgia, Ghana, Cote
d'Ivoire, Bolivia and Haiti. As of March 31, 2003, WWI's
consolidated operations served 836,400 customers.

Western Wireless Corporation, located in Bellevue, Washington, was
formed in 1994 through the merger of two rural wireless companies.
Following the merger, Western Wireless continued to invest in
rural cellular licenses, acquired six PCS licenses in the original
auction of PCS spectrum in 1995 through its VoiceStream
subsidiary, and made its first international investment in 1996.
Western Wireless went public later in 1996 and completed the spin-
off of VoiceStream in 1999. Western Wireless now serves over 1.2
million subscribers in 19 western states under the Cellular One(R)
and Western Wireless(R) brand names.

As reported in Troubled Company Reporter's June 9, 2003 edition,
Standard & Poor's Ratings Services assigned its 'CCC' rating to
Western Wireless Corp.'s $100 million convertible subordinated
notes due June 15, 2023, issued under Rule 144A with registration
rights. The rating has been placed on CreditWatch with negative
implications. The company's 'B-' corporate credit and secured bank
loan ratings, as well as its 'CCC' subordinated debt rating,
remain on CreditWatch with negative implications.

The CreditWatch listing is expected to be resolved within the next
two months. In its review, Standard & Poor's will focus on
industry fundamentals and Western Wireless' ability to meet debt
maturities and financial covenants.

Bellevue, Washington-based Western Wireless is one of the largest
rural wireless carriers in the U.S., providing service to 1.2
million subscribers in 19 western states. As of March 31, 2003,
total domestic debt outstanding was about $2.2 billion.


WESTPOINT STEVENS: Hires Ernst & Young as Auditor & Tax Advisor
---------------------------------------------------------------
WestPoint Stevens Inc. Senior Vice President and Chief Financial
Officer Lester D. Sears relates that prior to the Petition Date,
Ernst & Young LLP was engaged to provide audit, tax, and human
resource advisory services to the Debtors.  E&Y and its
predecessor firms have been rendering services to the Debtors for
more than 40 years.  As a result, E&Y has developed a great deal
of institutional knowledge regarding the Debtors' operations,
finance and systems.  This experience and knowledge will be
valuable to the Debtors in their efforts to reorganize.

Thus, the Debtors seek Judge Drain's permission to employ E&Y as
their advisors to perform audit, tax, and human resource advisory
in these Chapter 11 cases, effective as of the Petition Date.

Mr. Sears tells the Court that E&Y is an international accounting
and financial advisory services firm with its principal office
located at 5 Times Square in New York 10036.  E&Y's professionals
have extensive experience in providing audit, tax, and human
resource advisory services in reorganization proceedings.  The
Debtors seek to retain E&Y because of E&Y's experience in
reorganization cases, familiarity with the Debtors and their
operations and its ability to perform the services needed,
effectively, expeditiously and efficiently for the Debtors'
benefit.

The Debtors have asked E&Y to continue to provide audit, tax and
human resource advisory services as the Firm and the Debtors deem
appropriate and feasible, including, but not limited to:

    A. Business Advisory:

       a) complete audit procedures on the December 31, 2002
          financial statements to be filed with the Securities and
          Exchange Commission on Form 10-K;

       b) perform quarterly review procedures of the Company's
          consolidated financial statements to be filed with the
          Securities and Exchange Commission on Form 10-Q;

       c) audit and report on the Company's consolidated financial
          statements for the year ended December 31, 2003 to be
          filed with the Securities and Exchange Commission on
          Form 10-K;

       d) attest on the system of internal controls of WestPoint
          Stevens to be included in its annual report on Form
          10-K, as required by Section 404 of the Sarbanes-Oxley
          Act of 2002;

       e) provide documentation and project assistance to
          WestPoint Stevens related to the pending requirements of
          Section 404 of the Sarbanes-Oxley Act of 2002;

       f) provide consents and comfort letters related to filings
          with the Securities and Exchange Commission;

       g) advise management, after request, on various accounting
          issues raised by the Company, including but not limited
          to the implementation of Statement of Position (SOP)
          90-7, "Financial Reporting by Entities in Reorganization
          Under the Bankruptcy Code";

       h) participate in all scheduled meetings of the Company's
          Audit Committee;

       i) attend the annual meeting of the Company's shareholders;

       j) prepare management letters related to internal controls
          and other matters;

       k) audit and report on the WestPoint Stevens Inc. Long-Term
          Disability Plan and Retirement and Savings Value Plan
          for Employees of WestPoint Stevens Inc. for the plan
          year ending December 31, 2002; and

       l) perform limited-scope audit on the WestPoint Stevens
          Inc. Retirement Plan and the WestPoint Stevens Inc.
          Hourly Retirement Plan for the plan year ending Dec. 31,
          2002.

    B. Tax Advisory:

       a) provide bankruptcy tax consulting services, including,
          but not limited to, assistance with federal and state
          income tax issues associated with reorganizing the
          Company's corporate structure, and other issues
          pertaining to the preservation of tax attributes;

       b) analyze the potential tax implication of the proposed
          plan of restructuring including the tax efficiency of
          proposed structures, impact of debt forgiveness and
          impact on net operating losses; and

       c) advise and assist the Company and certain of its
          employees with expatriate tax matters and global
          expatriate management services, including assistance
          with employee income tax returns while on international
          assignment and employer resource needs for employee
          transfer and relocation matters.

    C. Human Resource Advisory:

       a) assist in transitioning actuarial services to Watson
          Wyatt Worldwide relating to the qualified and non-
          qualified pension plans and the post-retirement medical
          plan;

       b) prepare the 2002 Schedules B to the Form 5500 including
          all necessary attachments for the two qualified pension
          plans;

       c) prepare or review participant benefit calculations for
          special situations during the transition period as
          needed; and

       d) prepare monthly updates to the tables of lump sum
          factors that are used to calculate participant lump sum
          benefits from the qualified pension plans during the
          transition period.

The Debtors firmly believe that E&Y is uniquely qualified to
represent the Debtors as their audit and tax advisors to perform
the services.

Mr. Sears believes that their selection of E&Y as their audit and
tax advisors will save the significant cost and time that
otherwise would be required to be expended were the Debtors
required to retain new professionals to become familiar with and
educated about the variety of complex matters, some of which
remain outstanding, that E&Y has handled for the Debtors for
approximately many.  The Debtors submit that E&Y is both well
qualified and uniquely able to represent them as audit and tax
advisors during the pendency of these Chapter 11 cases in a most
efficient and timely manner.

Ernst & Young LLP Partner Jeffrey L. Green assures the Court that
the partners and professionals employed by E&Y do not have any
connection with the Debtors, their creditors, or any other party-
in-interest, or their attorneys and accountants, the United
States Trustee, or any person employed in the office of the
United States Trustee.  In addition, E&Y does not hold or
represent any interest adverse to the Debtors or their estates
with respect to the matters on which it is being employed.
Accordingly, E&Y is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.  However, Mr.
Green discloses that E&Y has performed or currently performs
services in unrelated matters to these parties:

    A. Major Shareholders: Bank of New York, Bank of Nova Scotia,
       Wachovia Bank, and H. Payton Green;

    B. Secured Lenders: ABN Amro bank, AmSouth Corporation, Bank
       of New York, Bank of Nova Scotia, Bankers Trust Co.,
       Barclays Bank plc, Bear Stearns, CIT Group, Congress
       Financial Corporation, Continental Casualty Co., Equitable
       Life Assurance Company, First Chicago-Bank One, Fleet Bank,
       GE Capital Corp., Merill Lynch, Oak Hill Securities Fund,
       Societe Generale, SunTrust Banks, and Wachovia Bank;

    C. Unsecured Lenders: Aegon, Alliance Capital Management,
       Amhold, Cargill, Cincinnati Financial Corp., Credit Suisse
       First Boston, Fidelity Investments, GSC Partners, Loews
       Corp., Massachusetts Financial Services, Mass Mutual Inc.,
       New York Life, Putnam Investments LLC, and Wellington
       Management Co.;

    D. Indenture Trustees: Bank of New York, and Bank of America;
       and

    E. Largest Unsecured Creditors: Bank of America, Wellman Inc.,
       Salomon Smith Barney, RL Stowe Mils, Morgan Stanley, Exel
       Global Logistics, Duke Energy Corp., Paul Reinhart Co., and
       IBM.

Mr. Green avers that E&Y will seek compensation for audit, tax,
and human resource advisory services on an hourly basis, plus
reimbursement of actual and necessary expenses incurred.  The
customary hourly rates, subject to periodic adjustments, charged
by E&Y's personnel anticipated to be assigned to this case are:

       Partners and Principals          $500 - 751
       Senior Managers                   445 - 646
       Managers                          343 - 522
       Seniors                           252 - 408
       Staff                             180 - 338

E&Y estimates that audit, and tax, and human resource advisory
fees to be charged to the Debtors during the pendency of these
Chapter 11 proceedings will be $100,000 per month, excluding
expenses.  These fees will be billed monthly as audit work is
performed.  Invoices for professional services other than for the
audit will be rendered monthly if outstanding charges have been
incurred.

Within one year prior to the Petition Date, Mr. Green admits that
the Debtors paid E&Y $2,900,000 in the aggregate in the ordinary
course of their business for services rendered and expenses
related to audit, tax, human resource and other advisory
services. (WestPoint Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc., 609/392-0900)  


WHEELING: Reports Post-Effective Date Board Members and Officers
----------------------------------------------------------------
The post-Effective Date directors of Wheeling-Pittsburgh
Corporation are:

A. Outside Directors

     1. Edward J. Curry, Jr.

        Mr. Curry is currently a management consultant with Curry
        & Hurd LLC providing merger and acquisition, strategic
        planning and operations consulting.  He is formerly
        Executive Vice President and Chief Operating Officer of
        Siemens-Moore, an international developer and
        manufacturer of process measurement and control
        instrumentation, systems and dimensional measurement
        solutions, and is a CPA licensed in State of
        Pennsylvania.

     2. Roland L. Hobbs

        Mr. Hobbs is a retired former President, Chief Executive
        Officer and Chairman of the Board of Wesbanco, a bank
        based in Wheeling, West Virginia.  Mr. Hobbs continues
        on the Board of Wesbanco, and currently serves on the
        Boards of WPC and WPSC.  Mr. Hobbs is involved in many
        philanthropic endeavors, and state and local politics.

     3. Alicia H. Munnell

        Ms. Munnell is currently the Peter F. Drucker Professor
        in Management Sciences at Boston College's Carroll School
        of Management and also Director of the Center for
        Retirement Research at Boston College.  Previously, Ms.
        Munnell has been a member or the President's Council of
        Economic Advisers and Assistant Secretary of the U.S.
        Treasury For Economic Policy.  She spent most of her
        career at the Federal Reserve Bank of Boston where she
        became Senior Vice President and Director of Research in
        1984.  She has written extensively on tax policy, Social
        Security, public and private pensions, and productivity.

     4. Michael Dingman

        Currently, Mr. Dingman is Chief Financial Officer of
        Intrado, Inc., in Boulder, Colorado.  Prior to joining
        Intrado, Mr. Dingman was CFO and Treasurer of Internet
        Commerce and Communication, formerly RMII.NET, based in
        Denver, Colorado.  His prior work experience includes
        five years of banking in mergers and acquisitions with
        Lazard Freres in New York during the late 80s, three
        years as an independent consultant specializing in debt
        restructuring and workouts during the early 90s, and
        five years as an investment advisor specializing in
        corporate retirement plans and high-net-worth accounts.

     5. James B. Riley

        Mr. Riley is currently Senior Vice President and Chief
        Financial Officer of Chiquita Brands International, Inc.
        He previously was Senior Vice President and CFO of the
        Elliott Company, Executive Vice President and CFO of
        Republic Engineered Steels, Inc. and held various
        positions with LTV Steel Company, including Manager of
        Financial Analysis and Planning, Controller Coal
        Division, Manager of Seamless Pipe Operations, Assistant
        to the President and Assistant Controller Raw Materials
        and Assistant Controller of the Bar Division.

     6. D. Clark Ogle

        Mr. Ogle was recruited to the Chief Executive Officer and
        led NationsRent, Inc., a $500 million publicly-traded
        company, out of Chapter 11 bankruptcy.  Mr. Ogle
        previously was President and CEO of Samsonite Commercial
        Furniture, Inc.; President and CEO of Johnston Industries,
        a textile company; Managing Director of KPMG Peat Marwick
        LLP, leading the Recovery Practice of the retail and
        wholesale food industry; President and CEO of Victory
        Markets, Inc. a supermarket chain; President and CEO of
        Teamsports, Inc., a sportswear distributor; and has held
        several other senior executive positions in the food
        distribution industry.

     7. Robert E. Heaton

        Mr. Heaton was with Washington Steel Corporation from
        1978 to 1995, serving as President and Chief Executive
        Officer from 1981 to 1993; and Vice Chairman, Stainless
        Group-Lukens, Inc., from 1993 to 1995.  Mr. Heaton was
        with Universal Cyclops Specialty Steel Division of
        Cyclops Corporation from 1956 to 1978, and was Executive
        Vice President from 1977 to 1978.  Prior to that, Mr.
        Heaton held various manufacturing positions.

B. USWA Directors

     8. Jim Bowen

        Mr. Bowen was an active member of the United Steelworkers
        of America for 42 years, and an International
        Representative for 32 years.  He has been involved with
        the West Virginia AFL-CIO since 1965, and he was inducted
        into the West Virginia Labor Hall of Fame in 1993.
        Before becoming president of the West Virginia AFL-CIO on
        November 1, 1997, Mr. Bowen served as a vice-president
        for both West Virginia and the Ohio AFL-CIO.  He is
        serving his second term as the National Committeeman from
        WV on the Democratic National Committee.  He was
        re-elected to another four-year term on October 18, 2001.

     9. Lynn R. Williams

        Mr. Williams was the fifth International President of the
        USWA, serving from 1983-1994.  Williams led the USWA
        through the most difficult period in the history of the
        Union until now.  Williams' long Union career began in
        1947, when Williams joined the USWA as a member of Local
        Union 2900 at the Inglis Plant in Toronto, Canada.
        Williams accepted a staff position in the Niagara
        Peninsula in 1956, and was subsequently transferred to
        the District 6 Headquarters in 1965.  Williams served as
        Director of District 6 from 1973 to 1977.  Williams was
        elected to the position of USWA International Secretary.
        Upon retiring as International President in 1997,
        Williams became President of the Steelworkers
        Organization of Active Retirees (SOAR), serving until
        2003.

C. Inside Directors

    10. James G. Bradley

        Mr. Bradley has been President & CEO of WPC and WPSC
        since April 1998.  Previously, he was the President and
        Chief Operating Officer of Koppel Steel Company from
        October 1997 to April 1998.  From October 1995 to October
        1997, Mr. Bradley served as Executive Vice President for
        Operations of WPSC and as Vice President of WHX
        Corporation.

    11. Paul J. Mooney

        Mr. Mooney is an Executive Vice President and Chief
        Financial Officer of WPC and WPSC since October 1997.
        Previously, he served as the Vice President of WHX
        Corporation from October 1997 to December 2001.  From
        1985 to November 1997, Mr. Mooney was a Client Service
        and Engagement Partner of PricewaterhouseCoopers LLP.
        From July 1996 to November 1997, Mr. Mooney also served
        as the National Director of Cross-Border Filing Services
        with the Accounting, Auditing and SEC Services Department
        of PricewaterhouseCoopers LLP, and from 1988 to June
        1996, as the Pittsburgh Site Leader of
        PricewaterhouseCoopers LLP's Accounting and Business
        Advisory Services Department.

The Directors of WPSC and WP Steel Venture Corporation will
continue to serve immediately after the Confirmation Date in their
capacities.

The officers of Wheeling-Pittsburgh Corporation, Wheeling-
Pittsburgh Steel Corporation, and WP Steel Venture Corporation
will continue to serve immediately after the Confirmation Date in
their capacities. (Wheeling-Pittsburgh Bankruptcy News, Issue No.
42; Bankruptcy Creditors' Service, Inc., 609/392-0900)  


WILLIAMS COS.: Will Publish Second Quarter Earnings on August 12
----------------------------------------------------------------
Williams (NYSE: WMB) is scheduled to announce its second-quarter
2003 financial results on Aug. 12. The company also plans to host
a conference call for analysts with Williams' management on the
same day.  Conference call details will be provided at a later
date.

Williams, through its subsidiaries, primarily finds, produces,
gathers, processes and transports natural gas.  Williams' gas
wells, pipelines and midstream facilities are concentrated in the
Northwest, Rocky Mountains, Gulf Coast and Eastern Seaboard.  More
information is available at http://www.williams.com

As reported in Troubled Company Reporter's May 27, 2003 Edition,
Standard & Poor's Ratings Services affirmed its 'B+' long-term
corporate credit rating on energy company The Williams Cos. Inc.
Ratings on Williams and its subsidiaries were removed from
CreditWatch with negative implications, where they were placed
July 23, 2002. The outlook is negative.

In addition, Standard & Poor's raised its rating on Williams'
senior unsecured debt to 'B+' from 'B' Standard & Poor's also
assigned its 'B-' rating to $300 million junior subordinated
convertible debentures at Williams. The rating on the junior
debentures is two notches below the corporate credit rating to
reflect structural subordination to the senior debt.

Tulsa, Oklahoma-based Williams has about $13 billion in
outstanding debt.


WORLDCOM: Asks Court to Allow MCI to Assume Amended EDS Contract
----------------------------------------------------------------
Worldcom Inc. asks the Court to allow MCI WorldCom Network
Services, Inc. to assume the Global Information Technology
Services Agreement with Electronic Data Systems Corporation and
EDS Information Systems LLC.

In 1999, WorldCom and EDS contemplated a relationship that would
be governed by three agreements:

    a. an agreement whereby WorldCom would outsource information
       technology services to EDS;

    b. an agreement whereby EDS would outsource telecommunications
       services to WorldCom; and

    c. a joint marketing agreement.

Timothy W. Walsh, Esq., at Piper Rudnick LLP, in New York,
recounts that on October 22, 1999, MCI WorldCom Communications,
Inc. and EDS executed the Global Network Outsourcing Agreement,
an eleven-year outsourcing agreement.  Pursuant to the GNOA, MCI
WorldCom agreed to supply, and EDS agreed to purchase, various
telecommunication services.  EDS outsourced its internal and
customer networking needs to MCI WorldCom.  The GNOA also required
the transition of all employees, equipment, and other assets
associated with EDS' telecommunications business.  The GNOA
requires EDS to purchase a minimum amount of telecommunications
services in each year of the agreement.  The GNOA, as amended by
the parties, remains in effect.  EDS and WorldCom never executed a
joint marketing agreement.

On October 29, 1999, the parties executed the GITSA, which is an
11-year, $5,000,000,000 agreement in which the Debtors agreed to
outsource its information technology services to EDS, and EDS
agreed to perform those services at specified rates.  Under the
GITSA, as originally written, the Debtors outsourced to EDS all
mainframe operations and support, all document services center
support, some midrange hardware and software operational support,
applications development for selected systems, and all assets and
personnel needed to perform these functions.

According to Mr. Walsh, the GITSA requires the Debtors to purchase
a minimum amount of services from EDS during each year of the
GITSA.  The Debtors are required to make a shortfall payment each
year it does not meet its Minimums obligation.  The GITSA as
originally written contained a Cumulative Minimum, a Cumulative
Take-or-Pay Minimum, and an Applications Development Minimum.  The
Applications Development Minimum was $2,000,000,000.  The
Cumulative Take-or-Pay Minimum was $3,330,000,000 while the
Cumulative Minimum was $5,000,000,000.

The GITSA establishes the rates that will be charged by EDS to
the Debtors for the information technology services.  It contains
both the initial rates that EDS will charge the Debtors and a
procedure by which those prices may be adjusted at specified
times during the duration of the agreement.  The GITSA also
contains benchmarking provisions that provide that the Debtors
will obtain both a "most favored nations" rate and a
"commercially competitive" rate.

Mr. Walsh relates that Service commenced under the GITSA on
February 1, 2000, under which they currently spend $600,000,000 a
year.  To date, the Debtors have paid EDS $1,800,000,000 pursuant
to the agreement.  Accordingly, the Debtors are obligated under
the GITSA to purchase $3,200,000,000 in additional information
technology services over the remainder of the contract term in
order to meet the $5,000,000,000 cumulative minimum.

As of July 21, 2002, EDS claimed that the amount of the Debtors'
unpaid invoices was $113,668,965.  By agreement of the parties
dated December 2, 2002 and approved by the Court on December 23,
2002, EDS agreed to reduce the amount of its claim for the GITSA
by $15,000,000.  On January 16, 2003, EDS filed a Proof of Claim
for the GITSA amounting to $98,668,965.

On April 28, 2003, Mr. Walsh reminds the Court that the parties
executed a Seventh Amendment to the GITSA, pursuant to which the
Debtors agreed to assume the GITSA and pay EDS $98,627,276 within
30 days of the effective date.  The effective date of the Seventh
Amendment is the date an order approving the assumption of the
GITSA becomes final and non-appealable.

In exchange for the accelerated payment of its prepetition claim
under the GITSA, EDS made several concessions to the Debtors in
the Seventh Amendment, namely:

    A. EDS agreed to withdraw its Proof of Claim relating to the
       GITSA and release the Debtors from all prepetition claims
       arising out of the GITSA during any prepetition period.

    B. EDS agreed to a substantial reduction in the pricing under
       the GITSA.  The Debtors will save $83,000,000 a year with
       the new pricing.  The Debtors will save $10,000,000 a month
       for the remainder of 2003 and $7,000,000 a month in 2004.
       A benchmarking process will set new pricing for 2005.

    C. The Seventh Amendment reduces the Debtors' Minimums
       obligations.  The Cumulative Network Minimums and the
       Application Minimums are eliminated.  The only minimums
       that will apply for the remainder of the GITSA's term are
       IT Revenue Minimums.  The Seventh Amendment provides that
       these minimums will be $600,000,000 a year.  Further, this
       minimum commitment applies only for three years, after
       which there will be no minimum purchase commitment.

The Debtors also agree in the Seventh Amendment to refrain from
issuing any service discontinuance notices under the GITSA for
the next two years.  This provision was designed to assure EDS
that the Debtors will keep its core business with EDS in the
short term.  The Seventh Amendment includes a Sun Server Service
Request pursuant to which EDS will perform specified additional
midrange computing services for designated midrange servers and
related equipment manufactured by Sun Microsystems.  The services
provided under the Sun Server Service Request will become part of
the services provided by EDS pursuant to the GITSA.

Mr. Walsh believes that assumption of the GITSA represents a sound
exercise of WorldCom's business judgment.  If the GITSA were
rejected, EDS would have a liquidated damages claim for the
remainder of the Debtors' minimum purchase obligations under the
GITSA.  The Debtors currently are required to purchase
$3,200,000,000 in additional services under the GITSA. Assumption
of the GITSA allows the Debtors to avoid this substantial
liquidated damages claim.

Mr. Walsh notes that the great majority of WorldCom's information
technology services are provided by EDS.  As a result of the
transfer of employees pursuant to the GITSA, most of these
services are provided by persons who were once WorldCom employees
and who have extensive knowledge concerning WorldCom's systems
and needs.  If the Debtors rejected the GITSA, WorldCom would
incur extensive costs, problems, and disruptions associated with
the transition of its information technology services away from
EDS to other vendors.  Assumption of the GITSA allows WorldCom to
avoid these costs and disruptions.

Mr. Walsh points out that the Debtors secured significant pricing
discounts in the Seventh Amendment, which is favorable compared
to the pricing that the Debtors could obtain on the open market.
The Debtors estimate that it will save $83,000,000 a year in 2003
and 2004 as a result of the new pricing.  The Debtors will save
$10,000,000 a month for the remainder of 2003, and will save
$7,000,000 a month in 2004.  Accordingly, assumption of the GITSA
allows the Debtors to obtain favorable pricing without incurring
the costs associated with a switch to other vendors.

Following assumption, Mr. Walsh states that the Debtors' minimum
obligation under the GITSA will be reduced.  The Cumulative
Network Minimums and the Application Minimums have been
eliminated.  The IT Revenues Minimum will be set at $600,000,000
a year.  Accordingly, the Debtors will avoid any shortfall
payments under the GITSA as long as it maintains its current
annual spend of $600,000,000 under the agreement.

The term of the GITSA also has been reduced.  The IT Revenues
Minimum only applies for the next three years: Contract Year 4
(2/1/03-1/31/04), Contract Year 5 (2/1/04-1/31/05), and Contract
Year 6 (2/1/05-1/31/06).  Prior to the Seventh Amendment, the
Debtors' Minimums obligations continued through 2011. Accordingly,
the Debtors' overall obligations under the GITSA have been
substantially reduced.

In exchange for these benefits, the Debtors made these concessions
to EDS:

    A. EDS obtains an early cure payment for the GITSA amounting
       to $98,668,965.  This represents 100% of the amount EDS
       claimed was due under the GITSA in its Proof of Claim.

    B. Through the revised IT Revenue Minimums in the GITSA, EDS
       obtains guaranteed revenue of $600,000,000 a year for the
       next three years.  If the Debtors fail to purchase
       $600,000,000 in services in any of the next three years, it
       is obligated to make a shortfall payment to EDS in the
       amount of the difference between the payments made and
       $600,000,000.

Mr. Walsh adds that assumption of the GITSA as amended also
assures EDS that it will have a stable book of business over the
next two years.  The Debtors have agreed that it will not
discontinue any services currently performed by EDS for the next
two years in the absence of a material breach.  The GITSA as
amended also expands the scope of work to be performed by EDS by
incorporating the Sun Server Service Request. (Worldcom Bankruptcy
News, Issue No. 30; Bankruptcy Creditors' Service, Inc., 609/392-
0900)   


* Bad Management Seen as the Leading Cause of Business Failure
--------------------------------------------------------------
Poor management is the most important factor contributing to
business failures according to a new study analyzing the
underlying internal and external causes of business distress in
the United States.

The survey of 1,900 executives, aimed at appraising historic
internal and external causes for business failure in today's
environment, was conducted by Seton Hall University's Stillman
School of Business, South Orange, NJ, and Buccino & Associates,
Inc., a national turnaround, workout and crisis management
consulting firm headquartered in New York City.

Eighty-seven percent of those that responded to the survey said
businesses fail because of internal issues, such as excessive
debt, improper planning and failure to change, as opposed to
external factors like competition and the economy.

By contrast, more than 88 percent of the respondents felt that the
impact of 9/11 and subsequent terrorist acts will have only a
small or fair impact on business failures over the next few years
and that recent accounting irregularities will also have a minimal
impact.

Gerald P. Buccino, Chairman and CEO of Buccino & Associates, Inc.,
said, "Internal factors are solely management decisions.
Management must stay on top of matters such as the amount of debt
accruing, the strategic direction of a company, conducting due
diligence on accounting and other control systems. In an era of
heightened focus on management, the board of directors and
corporate governance issues, these findings suggest that the board
has ultimate responsibility if it permits the same management to
oversee a continuing decline in profitability and cash flows.
Warning signs appear one to three years before a business fails
and paying close attention to management strategies, business
plans, controls and monthly financial results can give the board
information to act quickly."

In other major findings, an increase of business failures over the
next five years was seen by 77 percent of the respondents. More
than 80 percent believed that recent loan losses by banks will
tighten credit markets and increase business failures over the
next five years. Seventy-six percent predicted that foreign
competition will also contribute to business failures over the
same period.

Additional internal causes ranked by respondents for business
failures were inadequate accounting and management information,
inadequate internal control systems and over expansion. Other
external factors were ranked as technological changes, social
changes and government constraints.

Karen Boroff, Dean of Seton Hall University's Stillman School of
Business, said, "While there was unprecedented economic expansion
in the 1990's, in the past twenty years alone over one million
U.S. companies have failed. This data encourages all managers and
top executives to take appropriate measures in order to maintain a
company's viability."

Some 17,000 questionnaires were mailed to investment bankers,
venture capitalists, executives from investment firms, members of
the academic community, work-out professionals and Fortune 1000
CEOs. 1900 responded providing a sample size of 11%.

Buccino & Associates, Inc., founded in 1981, is one of America's
earliest turnaround/crisis management firms providing debtors,
creditors, investors and other stakeholders the highest quality
and most cost-effective services available to enhance cash flow
and position companies for long-term profitability. Services
include turnaround consulting, financial advisory services to
secured lenders and creditor committees, crisis and interim
management, corporate and business unit assessment, insolvency and
reorganization services, forensic analysis, litigation support and
expert testimony. Buccino & Associates, Inc. has offices in New
York, Chicago, Tampa and Atlanta. For more information, see
http://www.buccinoandassociates.com  

Founded in 1856, Seton Hall University is the nation's oldest
diocesan institution of higher education. Today, the University is
made up of nine schools and colleges. One of six private
universities in New Jersey and the only Catholic university in the
state, Seton Hall currently enrolls nearly 10,000 students. For
more information on Seton Hall University, see www.shu.edu on the
World Wide Web. To access Seton Hall's Department of Public
Relations and Marketing media database, visit the University's Web
site and click on News and Events.

Business education began at Seton Hall in 1936 when the first
courses in accounting, finance, international trade and business
law were offered. The first private business school in New Jersey
to be accredited by the AACSB International, The Association to
Advance Collegiate Schools of Business, the School awarded its
first graduate and undergraduate degrees in 1954. The Stillman
School is committed to its mission of being the school of choice
for business education in the state of New Jersey and to be
recognized nationally among the best business schools within a
Catholic university.


* DebtTraders' Real-Time Bond Pricing
-------------------------------------

Issuer               Coupon   Maturity  Bid - Ask  Weekly change
------               ------   --------  ---------  -------------
Federal-Mogul         7.5%    due 2004  15.5 - 16.5      +1.0
Finova Group          7.5%    due 2009  43.0 - 44.0      +0.5     
Freeport-McMoran      7.5%    due 2006  102.5 - 103.5     0.0
Global Crossing Hldgs 9.5%    due 2009  4.25 - 4.75      -0.25
Globalstar            11.375% due 2004  3.25 - 3.75      +0.25
Lucent Technologies   6.45%   due 2029  69.0 - 70.0       0.0
Polaroid Corporation  6.75%   due 2002  11.0 - 12.0       +1.0
Terra Industries      10.5%   due 2005  99.0 - 100.0       0.0
Westpoint Stevens     7.875%  due 2005  20.0 - 22.0        0.0
Xerox Corporation     8.0%    due 2027  86.0 - 88.0       -1.0

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

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Bond pricing, appearing in each Thursday's edition of the TCR, is
provided by DebtTraders in New York. DebtTraders is a specialist
in global high yield securities, providing clients unparalleled
services in the identification, assessment, and sourcing of
attractive high yield debt investments. For more information on
institutional services, contact Scott Johnson at 1-212-247-5300.
To view our research and find out about private client accounts,
contact Peter Fitzpatrick at 1-212-247-3800. Real-time pricing
available at http://www.debttraders.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard
Group, Inc., Washington, DC USA. Yvonne L. Metzler, Bernadette C.
de Roda, Donnabel C. Salcedo, Ronald P. Villavelez and Peter A.
Chapman, Editors.

Copyright 2003.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                *** End of Transmission ***