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        T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, June 27, 2003, Vol. 7, No. 126

                          Headlines

3663701 CANADA: Taps Network Capital to Review Financial Workout
ALLEGHENY ENERGY: Shares Drop 13.7% over Likely Bankruptcy
ALPHARMA INC: Board Declares Regular Quarterly Cash Dividend
AMERICAN COMMERCIAL: Court OKs Houlihan as Committee's Advisors
ASSISTED LIVING: Receives Notice of Default Under Indentures

AVADO BRANDS: Executes 3rd Amendment to Existing Credit Facility
AVADO BRANDS: S&P Ups Credit Rating to CC After Interest Payment
AVONDALE MILLS: S&P Rates $150 Mill. Sr. Sub. Notes Issue at B+
BANC OF AMERICA: Fitch Gives Lower-B Ratings to Class B-4 & B-5
BAY VIEW CAPITAL: Will Pay Distributions on Capital Securities

CABLE SATISFACTION: Bankers Extend Debt Waivers Until July 8
CANNON EXPRESS: GECC Sues & Defaults on CitiCapital Agreements
CARAUSTAR INDUSTRIES: Arranges New $75MM Senior Credit Facility
CHARTER COMMS: Names Eric Brown SVP Western Division Operations
CMS ENERGY: Defers $150-Million Convertible Debt Offering

CONSECO FINANCE: Completes $850-Million Asset Sale Transaction
CONSECO FINANCE: Third Amended Plan Earns Interlocutory Approval
COVANTA ENERGY: Urges Court to Fix Bar Date for 30 New Debtors
CROSS MEDIA: US Trustee Appoints Creditors' Committee Members
CROWN AMERICA: Fitch Maintains B+ 11% Preferred Share Rating

DIGITAL TELEPORT: Successfully Emerges from Bankruptcy Workout
EARTH SEARCH: Taps Malone & Bailey to Replace Grant Thornton
EMMIS COMMS: Board Declares Convertible Preferred Share Dividend
ENCOMPASS SERVICES: Reorganized Debtor Names Directors & Officers
ENRON CORP: Forms CrossCountry Energy to Hold Pipeline Interests

ENRON: Development Funding Ltd.'s Chapter 11 Case Summary
ENRON CORP: Amec Debtors Sue Garden State Paper to Recoup $16MM
ENTROPIN INC: Commences Trading on OTCBB Effective June 26, 2003
E.SPIRE COMMS: Chapter 11 Trustee Gets Nod to Hire Saul Ewing
EXEGENICS INC: Tender Offer Price Reduced & Extended to August 1

FAIRCHILD SEMICONDUCTOR: Will Publish Q2 Results on July 17
FIFTH ERA KNOWLEDGE: Settles Liability to Royal Bank of Canada
FLEMING COS.: Court OKs Retail Consulting & Staubach Engagement
GAP INC: Inks New $1.95-Billion Three-Year Credit Facilities
GEAC COMPUTER: Red Ink Continued to Flow in Fourth Quarter 2003

GENTEK INC: Wins Nod to Hire KMPG as Tax Accountants & Auditors
GLIMCHER REALTY: Will Host Q2 2003 Conference Call on July 31
GMAC COMMERCIAL: Ser. 1997-C1 Class H Notes Rating Down to CCC-
HARTMARX CORP: Reports Improved Second Quarter Earnings Results
HAWAIIAN AIRLINES: Chapter 11 Trustee John Monahan Resigns

IMMUNE RESPONSE: Completes Private Offer of $1M Short-Term Notes
IMPERIAL PLASTECH: Laurentian Sells Debts to AG Petzetakis
LAKE TROP: US Trustee Sets First Creditors' Meeting for July 9
LARRY'S STANDARD: Looks to FTI Consulting for Financial Advise
LEAP WIRELESS: Reiterates Support of Local Number Portability

LIBERTY MEDIA: Shares Included On Zacks Brokerage Buy List
LODGENET ENTERTAINMENT: Redeems All Remaining 10-1/4% Sr. Notes
MARLIN LEASING: Fitch Rates Series 2003-1 Class C Notes at BB
METRISA INC: Strikes Pact to Sell Property & Assets to Galvanic
MIRANT: Applauds FERC Decisions re Long-Term Contract Issues

MISSION RESOURCES: Continues Listing on Nasdaq National Market
MISSISSIPPI CHEMICAL: Hires BMC as Claims and Noticing Agent
MOBILE PULLEY: Files Plan and Disclosure Statement in Alabama
MOUNTAIN CAPITAL: Fitch Affirms Class B-2 Notes' BB- Rating
NATL CENTURY: Investors Sue Underwriters & Demand Note Buy-Back

NOBEL LEARNING: Lynn Fontana Steps Down as VP for Education
NRG ENERGY: Brings-In Gray Plant as Special Corporate Counsel
NUWAY MEDICAL: Files SEC Form 10-QSB for Quarter Ended March 31
ONE MORTGAGE PARTNERS: S&P Rates Class B-3 & B-4 at Low-B Levels
PIONEER-STANDARD: Declares Regular Quarterly Cash Dividend

PRINCETON VIDEO: Court Approves Sale Procedures & DIP Financing
QWEST COMMS: Achieves 1 Million Mark in Long-Distance Lines
READ-RITE: US Trustee to Meet with Creditors on July 16, 2003
ROBOTIC VISION: Fails to Maintain Nasdaq Listing Standards
ROGERS COMMS: Will Publish Second Quarter Results on July 17

SEA CONTAINERS: Exchange Offer for 9.50% & 10.50% Notes Extended
SPIEGEL GROUP: Proposes 3% Credit Card Sale Break-Up Fee
STELCO INC: S&P Hatchets Ratings over Weakened Fin'l Performance
SUMMIT CBO: S&P Further Junks Class B Notes Rating to CC
TELESYSTEM INT'L: Pursuing Share Consolidation Transaction

TELESYSTEM INT'L: Unit Prices $225 Million Senior Notes Offering
TRINITY INDUSTRIES: Sells $60-Mill. Preferreds to TI Investment
TRINITY IND.: S&P Says Preferred Sale Won't Affect Rating
UNITED AIRLINES: US Bank Demands $22 Mill. Admin Expense Payment
USEC INC: S&P Revises Outlook on BB Credit Ratings to Stable

VIRAGEN INC: Elects C. Richard Stafford to Board of Directors
VON KINGSTON: Union Reaches Wage Pact in Agency's Restructuring
WALTER INDUSTRIES: Reduces Earnings Guidance for Second Quarter
WASHINGTON MUTUAL: Fitch Rates Class B-4 and B-5 Certs. at BB/B
WEIRTON STEEL: Seeks $175-Million Emergency Steel Loan Guarantee

WEIRTON STEEL: Court Grants Injunction Against Utility Companies
WESTAR ENERGY: Appoints Mollie Carter & Arthur Krause to Board
WESTPOINT STEVENS: Bringing-In EYCF as Restructuring Advisors
WHEELING-PITTSBURGH: Enters New Sr. Exec. Employment Agreements
WILBRAHAM: S&P Junks Class B-1, B-2 & C Note Ratings to CCC-/CC

WILLIAMS COS.: Terminates Asset Sale Pact with Enbridge Energy
WILLIAMS COS.: Amends Request for Northwest Pipeline Project
WINSTAR COMMS: Ch. 7 Trustee Wants Nod for Wam!Net Settlement
WORLDCOM: Gray Panthers Continue Assault against Company
WORLDCOM INC: Shareholders Ask AT&T Stockholders to Join Boycott

WORLDCOM INC: Intends to Assume Amended Mississippi Lease
WORKFLOW MANAGEMENT: Exploring Refinancing and Strategic Options
W.R. GRACE: Requests Fifth Removal Period Extension
XEROX CORP: Completes $3.6 Billion Recapitalization Transaction

* BOOK REVIEW: The First Junk Bond: A Story of Corporate Boom
               and Bust

                          *********

3663701 CANADA: Taps Network Capital to Review Financial Workout
----------------------------------------------------------------
3663701 Canada Inc., has engaged Network Capital Inc., to consider
and evaluate the possibility of a financial restructuring for the
Corporation.

Network is a Calgary-based advisory firm experienced in financial
turnarounds.

The Corporation was in receivership and previously sold its
operating assets. The receiver has been discharged.

Completion of any transactions involving the Corporation will be
subject to all required shareholder approvals and receipt of all
necessary regulatory approvals.

There can be no assurance that any transaction will be completed.

The Corporation is a publicly traded company listed on the Toronto
Venture Exchange under the symbol "BFG" but is currently under
suspension.


ALLEGHENY ENERGY: Shares Drop 13.7% over Likely Bankruptcy
----------------------------------------------------------
Shares of U.S. power company Allegheny Energy Inc. fell as much as
13.7 percent on June 24, one day after the debt-laden company
warned it might seek bankruptcy protection if it could not raise
new capital, Reuters reported. The announcement aggravated
Allegheny's already precarious relationship with investors, whose
confidence in the company's future had increased since it struck a
$2.4 billion financing deal with its lenders earlier this year.

Industrywide, utilities such as Allegheny are struggling with a
slew of recent crises, including federal investigations into
trading practices and slashed credit ratings, sparked by the 2001
collapse of Enron Corp. Many, including Allegheny, are counting on
aggressive asset-sale programs to help raise needed cash and
analysts agreed that such sales are now more critical than ever to
Allegheny's survival, Reuters reported. "The increased pressure
may accelerate asset sales and, if that happened, then that would
take some pressure off the need to finance," said Argus Research
analyst Jeff Gildersleeve, who has a "hold" rating on Allegheny
shares and owns none, reported the newswire. (ABI World,
June 25, 2003)


ALPHARMA INC: Board Declares Regular Quarterly Cash Dividend
------------------------------------------------------------
Alpharma Inc.'s Board of Directors has declared a regular
quarterly cash dividend of $0.045 per common share.  The dividend
is payable July 25, 2003 to all shareholders on record as of
July 11, 2003.

Alpharma Inc. (NYSE: ALO) is a growing specialty pharmaceutical
company with expanding global leadership positions in products for
humans and animals. Uniquely positioned to expand internationally,
Alpharma is presently active in more than 60 countries.  Alpharma
is the #5 manufacturer of generic pharmaceutical products in the
U.S., offering solid, liquid and topical pharmaceuticals.  It is
also one of the largest manufacturers of generic solid dose
pharmaceuticals in Europe, with a growing presence in Southeast
Asia. Alpharma is among the world's leading producers of several
important pharmaceutical-grade bulk antibiotics and is
internationally recognized as a leading provider of pharmaceutical
products for poultry, swine, cattle, and vaccines for farmed-fish
worldwide. For more information on the Company, visit its Web site
at http://www.alpharma.com

As reported in Troubled Company Reporter's April 21, 2003 edition,
Standard & Poor's Ratings Services assigned a 'B+' senior
unsecured debt rating to generic drug maker Alpharma Inc.'s new
$220 million in senior unsecured notes due 2011.

At the same time, Standard & Poor's affirmed its 'BB-' corporate
credit and senior secured debt ratings on Alpharma, as well as
the company's 'B' subordinated debt rating. In addition, Standard
& Poor's affirmed ratings on a subsidiary company, Alpharma
Operating Corp., including its 'BB-' corporate credit and 'B'
subordinated debt ratings.


AMERICAN COMMERCIAL: Court OKs Houlihan as Committee's Advisors
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana
gave the Official Committee of Unsecured Creditors of American
Commercial Lines authority to employ Houlihan Lokey Howard & Zukin
as its Financial Advisors.

As the Financial Advisor to the Committee, Houlihan Lokey is
expected to:

     a) evaluate the assets and liabilities of the Debtors;

     b) analyze and review the financial and operating statement
        of the Debtors;

     c) analyze the business plans and forecasts of the Debtors;

     d) evaluate all aspects of any debtor-in-possession
        financing, cash collateral usage and adequate protection
        therefore and any exit financing in connection with any
        plan of reorganization and any related budget;

     e) help with the claim resolution process and any related
        distributions;

     f) assess the financial issues and options concerning the
        sale of any assets of the Debtors and the Debtors' plan
        of reorganization;

     g) prepare, analyze and explain of the Plan to various
        constituencies; and

     h) provide testimony in court on behalf of the Committee,
        if necessary.

Houlihan will be entitled to receive, as compensation for its
services, a $150,000 Monthly Fee plus reimbursement of all
reasonable out-of-pocket expenses.

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.


ASSISTED LIVING: Receives Notice of Default Under Indentures
------------------------------------------------------------
On June 24, 2003, Assisted Living Concepts, Inc. (OTCBB:ASLC)
received a Notice of Default from BNY Midwest Trust Company, the
Trustee under the Indentures, dated January 1, 2002, indicating
that the Company failed to comply with a nonpayment covenant under
the Indentures that requires the Company to deliver an annual
opinion stating that all filings, recordings or other actions that
are necessary to maintain the Liens under the Collateral Documents
(as defined in the Indenture) have been done, or that no such
action is required.

Pursuant to the Notice of Default and Indentures, the Company will
have 60 days from the date of the Notice to cure the
noncompliance. No Event of Default has occurred. The Company is in
the process of obtaining the required annual opinions and expects
to cure the noncompliance on a timely basis.

The Indentures pertain to the 10% Senior Secured Notes due 2009
and the Junior Secured Notes due 2012.

The Company has been informed that the Trustee will also be
sending a Notice, dated June 25, 2003, to the Note Holders of the
Senior Notes and Junior Notes informing them that the Company did
not receive prior notices sent by the Trustee and that an Event of
Default for failure to comply with the annual opinion requirement
has not occurred. These prior notices were not properly sent in
accordance with the terms of the Indenture. The new Notice to the
Note Holders is being sent to correct the earlier notice sent by
the Trustee to the Note Holders.


AVADO BRANDS: Executes 3rd Amendment to Existing Credit Facility
----------------------------------------------------------------
Avado Brands, Inc. (OTC Bulletin Board: AVDO) reiterated its
previously announced commitment to begin focusing more intently on
operational and marketing initiatives, which are intended to
improve same-store sales and ultimately profitability, as opposed
to debt reduction initiatives. The progress of that shift in focus
is reflected by the success of new marketing initiatives at Don
Pablo's and Hops, which began on May 6 and April 21, respectively.

Year-to-date same-store sales prior to May 6 for Don Pablo's were
7% negative and customer counts were 9% negative. Beginning May 6
through the week ended June 22, 2003, same-store sales improved to
2% positive and customer counts were flat at Don Pablo's. Year-to-
date same-store sales prior to April 21 for Hops were 17% negative
and customer counts were 15% negative. Beginning April 21 through
the week ended June 22, 2003, same-store sales at Hops improved to
4% negative and customer counts improved to 2% positive. All
comparisons are made to the corresponding periods of fiscal 2002.

Additionally, on June 12, 2003, the Company executed a third
amendment to its existing credit facility. The amendment provided
the Company additional liquidity with which to buyout its
previously existing master equipment lease. The $2.4 million used
to satisfy this outstanding obligation eliminated $2.9 million in
future minimum lease obligations, which would have been due over
the next two years. Actual equipment lease payments made in fiscal
2002 were $4.6 million. During the first half of fiscal 2003,
equipment lease payments were $1.3 million and as a result of
these transactions, the Company will save approximately $1.2
million in lease payments which would have been payable during the
second half of 2003.

The Company also has made its semi-annual interest payment to
holders of its 11.75% Senior Subordinated Notes. The interest
payment, originally due on June 16, 2003, was made nine days into
the 30 day, no-default period provided for under the terms of the
Indenture. The Company once again indicated that it will make
every effort to meet all future interest obligations on a timely
basis.

Commenting on the Company's continuing progress, Chairman and
Chief Executive Officer, Tom E. DuPree, Jr. said, "We have taken
numerous steps over the first five months of 2003 which have
allowed us to reduce overhead costs and eliminate operating losses
associated with specific restaurants. These steps include the
relocation of our Hops headquarters, the closure of under-
performing restaurants and the buyout of our master equipment
lease. We also continue to be encouraged by the progress of recent
sales and operational initiatives at Don Pablo's and Hops." Mr.
DuPree added, "With our semi-annual interest payments behind us,
the remainder of the year will provide an opportunity for each
brand to continue to build on recent improvements, particularly
with respect to same-store sales and customer counts."

Avado Brands owns and operates two proprietary brands, comprised
of 109 Don Pablo's Mexican Kitchens and 65 Hops Restaurant * Bar *
Breweries. Additionally, the Company operates two Canyon Cafe
restaurants, which are held for sale.

As reported in Troubled Company Reporter's June 19, 2003 edition,
Standard & Poor's Ratings Services lowered its corporate credit
rating on casual dining restaurant operator Avado Brands Inc., to
'D' from 'CC'.

At the same time, Standard & Poor's lowered its rating on the
company's subordinated notes to 'D' from 'C' and affirmed its 'CC'
rating on the senior unsecured notes due in 2006. Avado Brands had
$164 million of funded debt as of March 30, 2003.


AVADO BRANDS: S&P Ups Credit Rating to CC After Interest Payment
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on casual dining restaurant operator Avado Brands Inc. to
'CC' from 'D'.

At the same time, Standard & Poor's raised its rating on the
company's 11.75% subordinated notes to 'C' from 'D' and affirmed
its 'CC' rating on the senior unsecured notes. The outlook is
negative.

The rating actions are the result of the company's payment of
interest to holders of its subordinated notes. The interest
payment was originally due on June 16, 2003. Avado had $169
million of funded debt outstanding as of March 30, 2003.

Avado's financial flexibility continues to be limited. At
March 30, 2003, Avado had $3.2 million of availability under its
$39 million credit facility and $226,000 of cash and cash
equivalents. The credit facility matures on March 24, 2004. Avado
needs to obtain sources of capital to meet its cash needs and debt
obligations.


AVONDALE MILLS: S&P Rates $150 Mill. Sr. Sub. Notes Issue at B+
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' subordinated
debt rating to textile manufacturer Avondale Mills Inc.'s proposed
$150 million senior subordinated notes due 2013. At the same time,
Standard & Poor's affirmed its 'BB' long-term corporate credit
rating on Avondale Mills. The notes are unconditionally guaranteed
by Avondale Inc., the sole shareholder, and are being offered
pursuant to Rule 144A under the Securities Act of 1933, with
registration rights.

Standard & Poor's rating on this new issue is subject to review of
the final documentation. Proceeds of the new notes will be used to
redeem the existing $125 million 10.25% subordinated notes due
2006, to pay down Avondale Mills' revolving credit facility, and
for general corporate purposes.

The outlook is stable.

Monroe, Georgia-based Avondale Mills had about $125 million of
rated debt at Feb. 28, 2003.

"The ratings on Avondale Mills reflect very competitive and
cyclical global industry conditions, the company's significant
debt burden, heavy capital expenditures, and customer
concentration risk," said Standard & Poor's credit analyst David
B. Kang. Furthermore, there is some fashion risk in the apparel
fabric segment. These factors are partially offset by the
company's fairly diverse product line. Avondale Mills' products
include denim, piece-dyed fabrics, and utility wear, which
accounted for about 80% of fiscal 2002 revenues. The company also
manufactures and distributes greige and specialty products, as
well as yarns. There is some customer concentration risk, as one
customer, VF Corp., accounted for about 20% of fiscal 2002 sales
and the top five customers represented about 40% of sales.


BANC OF AMERICA: Fitch Gives Lower-B Ratings to Class B-4 & B-5
---------------------------------------------------------------
Banc of America Mortgage Securities, Inc., series 2003-F mortgage
pass-through certificates, classes 1-A-1, 1-A-2, 1-A-R, 1-A-LR, 2-
A-1 through 2-A-7, 3-A-1, and A-P (senior certificates,
$1,034,999,385.95) are rated 'AAA' by Fitch Ratings. In addition,
Fitch rates class B-1 ($13,905,000) 'AA', class B-2 ($6,386,000)
'A', class B-3 ($3,725,000) 'BBB', class B-4 ($1,596,000) 'BB' and
class B-5 ($1,597,000) 'B'.

The 'AAA' rating on the senior certificates reflects the 2.76%
subordination provided by the 1.31% class B-1, 0.60% class B-2,
0.35% class B-3, 0.15% privately offered class B-4, 0.15%
privately offered class B-5 and 0.20% privately offered class B-6
(which is not rated by Fitch). Classes B-1, B-2, B-3, B-4, and 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 mortgage
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 comprises three pools of mortgage loans, secured
by first liens on one to four family properties, with a total of
1,978 loans. The groups consist of fully amortizing, adjustable-
rate mortgage loans that provide for a fixed interest rate during
an initial period. Thereafter, the interest rate will adjust on an
annual basis based of an index plus a gross margin. The three loan
groups are cross-collateralized. The class A-P consists of three
separate components that are not severable.

Group 1 consists of 3/1 hybrid adjustable-rate mortgages. After
the initial fixed interest rate period of three years, the
interest rate will adjust annually based on the One-Year LIBOR
index plus a gross margin. The group has an aggregate principal
balance of approximately $251,770,687.78 as of the cut-off date
(June 1) and a weighted average remaining term to maturity of 358
months. The weighted average original loan-to-value ratio for the
mortgage loans is approximately 65.99%. Rate/Term and cashout
refinances account for 70.79% and 11.08% of the loans in Group 1,
respectively. The weighted average FICO credit score for the group
is 737. Owner occupied properties comprise 94.48% of the loans in
Group 1. The states that represent the largest portion of mortgage
loans is California (70.47%) and Illinois (7.12%), all other
states represent less than 5% of the outstanding balance of the
pool.

Group 2 consists of 5/1 and Net 5 hybrid ARMs. After the initial
fixed interest rate period of five years, the interest rate will
adjust annually based on the One-Year LIBOR index plus a gross
margin. 26.69% of Group 2 loans are Net 5 mortgage loans, which
require interest-only payments until the month following the first
adjustment date. The group has an aggregate principal balance of
approximately $717,610,607 as of the cut-off date and a weighted
average remaining term to maturity of 358 months. The weighted
average OLTV for the mortgage loans is approximately 64.45%.
Rate/Term and cashout refinances account for 68.74% and 11.96% of
the loans in Group 2, respectively. The weighted average FICO
credit score for the group is 738. Owner occupied properties
comprise 94.44% of the loans in Group 2. The states that represent
the largest portion of mortgage loans is California (70.61%) and
Illinois (6.02%), all other states represent less than 5% of the
outstanding balance of the pool.

Group 3 consists of 7/1 hybrid ARMs. After the initial fixed
interest rate period of seven years, the interest rate will adjust
annually based on the One-Year LIBOR index plus a gross margin.
The group has an aggregate principal balance of approximately
$94,956,115 as of the cut-off date and a weighted average
remaining term to maturity of 358 months. The weighted average
OLTV for the mortgage loans is approximately 63.84%. Rate/Term and
cashout refinances account for 60.48% and 10.89% of the loans in
Group 3, respectively. The weighted average FICO credit score for
the group is 736. Owner occupied properties comprise 95.56% of the
loans in Group 3. The states that represent the largest portion of
mortgage loans are California (57.80%) and Florida (7.19%). All
other states represent less than 5% of the outstanding balance of
the pool.

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws. For additional information on
Fitch's rating criteria regarding predatory lending legislation,
please see the press release issued May 1, 2003 entitled 'Fitch
Revises Rating Criteria in Wake of Predatory Lending Legislation',
available on the Fitch Ratings web site at 'www.fitchratings.com'.

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 two
separate real estate mortgage investment conduits (REMICs). Wells
Fargo Bank Minnesota, National Association will act as trustee.


BAY VIEW CAPITAL: Will Pay Distributions on Capital Securities
--------------------------------------------------------------
Bay View Capital Corporation's current quarterly distribution on
its Trust Preferred Capital Securities (NYSE: BVS) will be paid on
June 30, 2003. The total amount payable per share as of June 30,
2003 will be $0.61.  The record date for distributions on the
Capital Securities will be June 27, 2003.

In September 2000, the Company entered into an agreement with the
Federal Reserve Bank of San Francisco which requires that we
obtain their approval prior to disbursing any dividends associated
with our Capital Securities.  At this time Bay View will continue
to be required to obtain approval from the Federal Reserve for
future quarterly distributions.

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

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


CABLE SATISFACTION: Bankers Extend Debt Waivers Until July 8
------------------------------------------------------------
Cable Satisfaction International Inc.'s bankers have extended the
waivers pertaining to the maturity date of the credit facility of
its subsidiary Cabovisao - Televisao por Cabo, S.A. until July 8,
2003, subject to certain conditions.

Csii builds and operates large bandwidth (750 Mhz) hybrid fibre
coaxial networks and, through its subsidiary Cabovisao - Televisao
por Cabo, S.A. provides cable television services, high-speed
Internet access, telephony and high-speed data transmission
services to homes and businesses in Portugal through a single
network connection.

The subordinate voting shares of Csii are listed on the Toronto
Stock Exchange under the trading symbol "CSQ.A".


CANNON EXPRESS: GECC Sues & Defaults on CitiCapital Agreements
--------------------------------------------------------------
Cannon Express, Inc. (AMEX: AB) announced that on June 11, 2003,
General Electric Capital Corporation brought suit in the District
Court of Dallas County, Texas against Cannon Express, TCC Leasing,
Inc., and Cannon Express Corp., seeking money damages and a
Temporary Restraining Order and Injunctive Relief enjoining the
use of certain equipment subject to GECC's security interest. On
June 19, 2003, the District Court granted a Temporary Restraining
Order enjoining the use of the equipment which allowed for the
completion of deliveries that were then in progress.

The new management team which took control of Cannon Express
stated that current excess capacity has been the top priority of
our new management team. We are addressing this issue by
immediately expanding our sales force and implementing a program
to acquire other transportation companies with lanes that
compliment ours and have excess demand.

Cannon Express and GECC have agreed in principle on logistics for
fleet substitution in an orderly manner over a period of three
weeks so as not to disrupt normal traffic operations.

In addition, Cannon Express received a Notice of Default pursuant
to several agreements between Cannon Express and CitiCapital
Commercial Leasing Corporation (a/k/a Associates Leasing, Inc.)
asserting the failure to timely make required payments and the
change of control of Cannon Express. Cannon Express is engaged in
discussions with CCLC in an effort to resolve those default
issues.


CARAUSTAR INDUSTRIES: Arranges New $75MM Senior Credit Facility
---------------------------------------------------------------
Caraustar Industries, Inc. (Nasdaq: CSAR) has obtained a new $75
million asset-based revolving credit facility effective June 24,
2003. The new three-year facility, with a syndicate of financial
institutions, is secured primarily by accounts receivable and
inventory and will be used to refinance an existing revolving
credit facility, issue standby or commercial letters of credit,
and finance ongoing working capital needs.  The facility includes
restrictions and covenants that are customary for asset-based
facilities.  As discussed in previous releases and filings,
Caraustar expects that the new facility will provide increased
liquidity, lower interest rates, and complement the company's
ongoing business restructuring efforts.

Caraustar, a recycled packaging company, is one of the largest and
most cost-effective manufacturers and converters of recycled
paperboard and packaging products in the United States.  The
company has developed its leadership position in the industry
through diversification and integration from raw materials to
finished products.  Caraustar serves the four principal recycled
paperboard product markets: tubes, cores and cans; folding cartons
and custom packaging; gypsum wallboard facing paper; and
miscellaneous "other specialty" and converted products.

As reported in Troubled Company Reporter's June 20, 2003 edition,
Standard & Poor's Ratings Services revised its outlook on recycled
paperboard producer Caraustar Industries Inc., to negative from
stable based on continuing credit measure weakness.

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


CHARTER COMMS: Names Eric Brown SVP Western Division Operations
---------------------------------------------------------------
The appointment of Eric P. Brown to Senior Vice President of
Western Division Operations for Charter Communications, Inc.
(Nasdaq:CHTR) was announced by Carl Vogel, President and Chief
Executive Officer. In this capacity, Mr. Brown will have overall
responsibility for all Charter operations serving some 1.1 million
customers in seven states, including California, Nevada, Oregon,
Washington, and Idaho. He will be based in Los Angeles and report
to Margaret A. "Maggie" Bellville, Executive Vice President and
Chief Operating Officer.

Mr. Brown has extensive experience on both the operating and
programming sides of the cable television business, having been
employed in a variety of senior operations and marketing roles
with Time Warner Cable, Century Communications, Times Mirror Cable
Television, and Digital Music Express. He was most recently
President of the Minnesota Division of Time Warner Cable,
comprised of multiple system operations serving some 210,000
customers in the Greater Minneapolis Area.

Mr. Brown was also employed by Landmark Communications, Inc., a
privately held media and communications company in Norfolk,
Virginia, having served as President of their Education Services
Division, and as New Ventures Director. He has served in senior
product management positions with a variety of consumer product
companies, including Bumble Bee Foods, Inc., H.J. Heinz/Star Kist
Seafoods, Inc., and The Proctor And Gamble Company.

In making the announcement, Mr. Vogel observed that Eric Brown's
appointment is the final in a series of recruitments to fill
senior operations positions since the company reorganized its
field operating structure into five geographically clustered
divisions. "I knew it was critical to recruit leaders who could
reorganize our existing talent into efficient teams that would
rally around our common goal of providing the best products and
services at a great value," Mr. Vogel said. "Eric's operating,
marketing, and product management experience will contribute to
our success as we continue to re-energize Charter."

Mr. Brown graduated with honors from the University of California
at Los Angeles with a B.S. in Political Science. During his
studies there he was a four time All-American in track and field.
He earned a Masters Degree in Marketing and General Management
from the Darden School of Business Management at the University of
Virginia, and participated in an executive leadership development
program at The Anderson Graduate School of Management at UCLA.

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.


CMS ENERGY: Defers $150-Million Convertible Debt Offering
---------------------------------------------------------
CMS Energy (NYSE: CMS) (S&P, senior secured rated 'BB-', Rating
Outlook Negative) is delaying its $150 million convertible debt
offering until, as planned, it has filed financial statements with
the U.S. Securities and Exchange Commission in a Form 10K/A for
2002.

The principal purpose of the 2002 Form 10K/A is to reflect 2001
results by quarter, consistent with the full year 2002 financial
restatement issued in March 2003.  It is not expected that these
quarterly changes will have any impact on the full year results.
The 2002 Form 10K/A filing is taking slightly longer than planned.

CMS Energy intends to complete the convertible debt offering in
the near future.


CONSECO FINANCE: Completes $850-Million Asset Sale Transaction
--------------------------------------------------------------
Conseco Finance Corp., announced that its sale of assets to Green
Tree Investment Holdings LLC (f/k/a CFN Investment Holdings LLC)
closed on June 23rd. Green Tree Investment Holdings is a joint
venture among affiliates of Fortress Investment Group LLC,
Cerberus Capital Management and JC Flowers & Co. The assets sold,
and to be operated under the name Green Tree, included the
servicing businesses for manufactured housing, home equity and
home improvement loans, the Agency business, and securities and
loan receivables. The final closing price was $850 million.

The name Green Tree is an acknowledgment of the company's strong
foundation that began in 1975 in the manufactured housing
financing business. The name speaks to the experience, knowledge
and drive for excellence that has been the hallmark of the
organization and its employees.

The sale follows the Bankruptcy Court's conditional approval of
CFC's Third Amended Plan of Reorganization on June 19, 2003.


CONSECO FINANCE: Third Amended Plan Earns Interlocutory Approval
----------------------------------------------------------------
U.S. Bankruptcy Court Judge Doyle issued an Interlocutory Approval
Order for the Conseco Finance Debtors' Third Amended
Reorganization Plan.  Lehman Brothers, as a Class 3 Holder and
Class 5 Holder, changed its votes to accept the Third Amended
Plan.  The Third Amended Plan will be confirmed on these events:

    (a) the Court enters an Order confirming the Holding Company
        Debtors' Plan; and

    (b) the Court approves the Release and Related Provisions in
        the Third Amended Plan.

The Court will hear and rule on the Release and Related Provisions
in conjunction with the consideration of similar provisions
contained in the Holding Company Debtors' Plan.  Judge Doyle rules
that the CFC Debtors, because they are liquidating corporations,
will not be discharged pursuant to Section 1141 of the Bankruptcy
Code.

The objections of U.S. Bank as Securitization Trustee and Lehman
are withdrawn.  All economic settlements, as embodied in the Plan,
are approved.  All other objections are deemed withdrawn. However,
the TOPrS Committee and the U.S. Trustee will maintain their
previously filed objections to the Release and Related Provisions
of the Third Amended Plan and the economic settlements as to the
Holding Company Debtors.

Upon satisfaction of all conditions, the Court will enter an order
confirming the Third Amended Plan, provided that the TOPrS
Committee and any party-in-interest in the CFC Debtors' cases will
be able to review, comment and object to the order. (Conseco
Bankruptcy News, Issue No. 27; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


COVANTA ENERGY: Urges Court to Fix Bar Date for 30 New Debtors
--------------------------------------------------------------
James L. Bromley, Esq., at Cleary, Gottlieb, Steen and Hamilton,
in New York, notes that on June 6, 2003, 30 of the Covanta Energy
Debtors' affiliates filed for Chapter 11 bankruptcy protection --
the New Debtors.

Rule 3003(c)(3) of the Federal Rules of Bankruptcy Procedure
requires the Court to fix a time within which proofs of claim
must be filed.  However, to date, only the Debentures Holders'
Bar Date has not yet lapsed.

Thus, pursuant to Section 501 of the Bankruptcy Code and
Bankruptcy Rules 2002 and 3003(c)(3), the Debtors ask the Court
to:

    (a) establish August 5, 2003 as the last date for filing any
        and all proofs of claim against the New Debtors -- New
        Debtors' Bar Date;

    (b) provide that for any claim related to the rejection of
        an executory contract or unexpired lease by any of the New
        Debtors pursuant to a Court order entered after the
        granting of this request but before confirmation of a
        plan of reorganization or liquidation, the applicable
        bar date will be the later of:

         (i) the New Debtors Bar Date, and

        (ii) 30 days after the Court order authorizing the
             rejection -- New Debtors' Rejection Bar Date;

    (c) establish the last date for filing a proof of claim in
        respect of any amended schedules filed by any of the New
        Debtors as 30 days after the Debtors send notice of an
        amended schedule identifying the claimant as the holder
        of disputed, contingent or unliquidated claim against any
        of the New Debtors -- New Debtors' Amended Schedules Bar
        Date; and

    (d) approve the form, timing and manner of notice of the Bar
        Dates.

Mr. Bromley relates that all Entities holding or seeking to assert
claims arising prior to the New Debtors' Petition Date must file
proofs of claims by the New Debtors' Bar Date in order to receive
distributions on account of their claims, except that these
Entities would not be required to file proofs of claim:

    (a) any Entity that has already properly filed with the Court
        a proof of claim against one or more of the New Debtors;

    (b) any Entity (i) whose claim is listed on the New Debtors
        Schedules and not identified as "disputed," "contingent"
        or "unliquidated" and (ii) that agrees with the nature,
        classification and amount of those claim set forth in the
        New Debtors Schedule;

    (c) any Entity whose claim previously has been allowed by,
        or paid pursuant to a Court order, including the
        prepetition claims of the Debtors' postpetition
        employees and certain critical trade creditors;

    (d) any Debtor or any non-Debtor affiliate of any New Debtor,
        for claims held against any New Debtor; and

    (e) any Entity whose claim is allowable under Sections 503(b)
        and 507(a) of the Bankruptcy Code as an administration
        expense.

Notwithstanding, Mr. Bromley says, any claim of a government unit
will be deemed timely filed if the proof of claim is filed on or
before 4:00 p.m. Prevailing Eastern Time on December 5, 2003 --
Government Bar Date.

Any Entity that wishes to assert a claim against the New Debtors
-- which claim (i) is not listed or is improperly classified in
the New Debtors Schedules; (ii) is listed in the New Debtors
Schedules in an amount disputed by the Entity; or (iii) is listed
in the New Debtors Schedules as disputed, contingent or
unliquidated -- must file a proof of claim on or before the
applicable Bar Date in order to participate or share in any
distribution in the Chapter 11 cases.

Any Entity that relies on the New Debtors' Schedules will bear
responsibility for determining that its claim is accurately
listed.

Mr. Bromley assures Judge Blackshear that the Debtors will retain
the right to:

    (a) dispute, or assert offsets or defenses against, any
        filed claim or any claim listed or reflected on the
        Debtors' schedules as to amount, liability,
        classification or otherwise; or

    (b) subsequently designate any claim as disputed, contingent
        or unliquidated.  Nothing set forth will preclude the
        Debtors from objecting to any claim, whether schedule or
        filed, on any grounds.

Pursuant to Bankruptcy Rule 3003(c)(2), Mr. Bromley states that
any Entity that is required to file a proof of claim in the
Chapter 11 cases with respect to a particular claim, but that
fails to do so in a timely manner, will be forever barred,
estopped and enjoined from:

    (i) asserting any claim against the New Debtors or New
        Debtors' estates that the Entity has that:

        (a) is in excess of the amount set forth in the Debtors'
            schedules as liquidated, undisputed and not
            contingent; or

        (b) is for a different amount, nature or classification
            -- Unscheduled Claim; and

   (ii) voting upon, or receiving distributions under, any plan
        of reorganization in the Chapter 11 cases in respect of
        an Unscheduled Claim.

The Debtors propose to serve by mail on all Entities identified in
the New Debtors' Schedules as holding potential claims against the
New Debtors:

    (i) a notice of the New Debtors' Bar Date, which includes
        instructions explaining the procedures for filing proofs
        of claims; and

   (ii) a proof of claim form substantially in the form of
        Official Form No. 10.

According to Mr. Bromley, service of the New Debtors' Bar Date
Notice will be made as soon as practicable but will be made no
later than June 30, 2003.  Consistent with Bankruptcy Rule
2002(a)(7) and the SDNY Guidelines, notice sent by that date will
provide creditors with not less than 20 days notice of the
applicable Bar Date.  The Proof of Claim Form will indicate
whether the Entity's claim is listed on the New Debtors' Schedules
and whether the claim is listed as disputed, contingent or
unliquidated.  If a claim is listed on the New Debtors' Schedules
in a liquidated amount that is not disputed or contingent, then
the dollar amount of the scheduled claim will also be set forth on
the Proof of Claim Form.

Because of some of the New Debtors' prior business, the Debtors
recognize that there is a potential for the existence of claims
against the New Debtors of which they are unaware of and are not
recorded on the New Debtors' books and records.  Therefore, the
Debtors believe that it is prudent to provide publication notice
of the Bar Dates to Entities whose names and addresses are unknown
to the Debtors and that it is advisable to provide supplemental
notice to known holders of claims.  Accordingly, pursuant to
Bankruptcy Rule 2002(1), the Debtors seek the Court's authority to
publish notice to the Bar Dates on or prior to June 30, 2003 in
the national editions of The Wall Street Journal, USA Today and
other publications as the Debtors may elect.

Each Entity holding a claim against any of the New Debtors that
is required to file proof of claim will be required to deliver
the Proof of Claim Form, together with supporting documents, if
any, by first class U.S. mail.  It must be appropriately completed
and signed so as to be received on or before 4:00 p.m. on the New
Debtors' Bar Date, or other applicable date as set forth.  Proof
of claim forms sent by facsimile or telecopy will not be accepted.
All proofs of claim must be in the English language and be
denominated in U.S. currency.  Mr. Bromley contends that the Court
should order that all proofs of claim be deemed timely filed only
if actually received by the Court.

All Proof of Claim Forms will attempt to specifically identify,
to the extent possible, on the first page of the Proof of Claim
Form, the particular New Debtor against which the Entity holding
the claim is asserting a claim.  All Entities asserting claims
against more than one New Debtor must attempt to clearly indicate
each New Debtor against which they are filing the claim or file
separate Proof of Claim Forms against each New Debtor.  All proofs
of claim must be in substantial conformity with the Proof of Claim
Form. (Covanta Bankruptcy News, Issue No. 30; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


CROSS MEDIA: US Trustee Appoints Creditors' Committee Members
-------------------------------------------------------------
The United States Trustee for Region 2 appointed a 7-member
Official Committee of Unsecured Creditors in Cross Media Marketing
Corporation's Chapter 11 cases:

       1. Fulfillment Plus, Inc.
          P.O. Box 2181
          Holtsville, NY 11742
          Attn: Howard Ehrlich
          Tel. No. (631) 758-8300

       2. Silver Carrot, Inc.
          132 W. 36th Street
          New York, NY 10018
          Attn: Laurence Nichter
          Tel. No. (212) 630-0234, ext. 1006

       3. Jason Ellsworth
          12820 Cobblestone Drive
          Palm Harbor, FL 34684

       4. Transactional Marketing Partners
          3340 Ocean Park Blvd.
          Santa Monica, CA 90405
          Tel. No. (310) 392-4042

       5. HYAID
          6 Commercial St.
          Hicksvillle, NY 11801
          Attn: Richard Lowinson

       6. Century Publishing Company
          990 Grove St.
          Evanston, IL 60201
          Attn: Norman Jacobs
          Tel. No. (847) 491-6440

       7. Ascendant Media, Inc.
          810 Dominican Dr.
          Nashville, TN 37208

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

Cross Media Marketing Corporation is a direct marketer and seller
of magazine subscriptions. The Company filed for chapter 11
protection on May 16, 2003 (Bankr. S.D.N.Y. Case No. 03-13901).
Jack Hazan, Esq., and Kenneth H. Eckstein, Esq., at Kramer Levin
Naftalis & Frankel LLP, represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $91,357,187 in total assets and
$77,668,088 in total debts.


CROWN AMERICA: Fitch Maintains B+ 11% Preferred Share Rating
------------------------------------------------------------
On May 14, 2003, Pennsylvania Real Estate Investment Trust and
Crown American Realty Trust announced a merger agreement by which
Crown American will be merged into PREIT. By the terms of that
agreement, PREIT will conduct a stock-for-stock exchange for all
of Crown American's outstanding common shares and units, valued at
approximately $380 million. PREIT will also assume $759 million in
mortgage and secured line debt and reissue $124 million in
preferred stock as part of that transaction.

Fitch Ratings maintains a 'B+' rating on Crown American's $124
million 11% redeemable preferred stock with a Stable Rating
Outlook. Although Fitch does not currently maintain a rating on
PREIT, Fitch views the announced transaction as a likely credit
neutral event. Fitch intends to work closely with PREIT management
to establish a rating for the newly merged entity, and to provide
further ratings guidance in the interim. Primary rating
considerations will include projected leverage and funding
strategies of the combined entity as well as an in-depth review of
PREIT's existing senior management team and portfolio
characteristics.

Fitch highlights the potential strengths of the transaction as a
more than doubled market capitalization with reduced insider
ownership that will improve capital markets liquidity and an
increased operating platform that will improve negotiating
leverage with tenants. In addition, PREIT offers an experienced
senior management team with a track record of successfully
redeveloping and repositioning assets.

Fitch remains concerned with the level of integration risk
incumbent in the transaction, which is further compounded by
PREIT's recent shift in fundamental investment strategy. In March
of this year, PREIT decided to divest entirely of the multifamily
properties that had previously accounted for 32% of net operating
income (based on pro rata share joint ventures). Sales proceeds
from those assets were to be recycled into additional retail
properties, consisting primarily of regional mall assets. Since
announcing that transformation, PREIT has closed on fifteen of
nineteen multifamily dispositions and all six regional mall
acquisitions, with the remaining transactions expected to close in
the near future. Pro forma the merger and all property
transactions already under contract, the integrated portfolio will
consist of interests in 40 regional malls and fourteen power and
strip shopping centers, totaling over 38 million square feet
across fourteen states.

Historically, PREIT has not been an issuer of preferred stock.
While no additional preferred issuance is expected, the 11% series
to be reissued by PREIT as a result of the Crown American merger
will remain a feature of the merged entity's capital structure, as
redemption rights will not vest until July 2007. One favorable
covenant to preferred shareholders stipulates a limitation on
total debt leverage of no more than 6.5 times trailing four-
quarter EBITDA; otherwise, additional dividends of 0.25% per
quarter will be triggered. For the four quarters ended Dec. 31,
2002, this debt-to-EBITDA ratio stood at 5.91x.

PREIT projects debt leverage of 61% on a debt-to-market
capitalization basis following the merger, which is only
marginally higher than Crown American's existing 59% debt-to-
market capitalization. However, on a debt-plus-preferred basis,
leverage will actually drop to 66% from Crown American's 69%
stand-alone ratio.

Crown American is a $1.3 billion (undepreciated book
capitalization) owner and manager of regional mall properties
located predominantly in the Mid-Atlantic region. The portfolio
consists of 26 wholly-owned malls and one partially owned mall,
totaling 16 million square feet of gross leasable area (GLA).

Pennsylvania REIT is a $650 million (undepreciated book
capitalization as of March 31, 2003) owner and manager of regional
malls, community shopping centers, multifamily, and industrial
properties primarily located in the Mid-Atlantic states. As of
March 31, 2003, the portfolio consisted of 49 properties in ten
states, including nineteen held-for-sale apartment properties
(currently held for sale), twelve shopping malls, fourteen strip
and power centers and four industrial properties.


DIGITAL TELEPORT: Successfully Emerges from Bankruptcy Workout
--------------------------------------------------------------
Great Plains Energy (NYSE:GXP) announced that the previously
approved joint bankruptcy plan filed by its subsidiaries, DTI
Holdings, Inc., Digital Teleport, Inc., and Digital Teleport of
Virginia, Inc., became final.

This bankruptcy plan confirmation follows the June 6, 2003,
closing on the sale of substantially all of the operating assets
of DTI to a subsidiary of CenturyTel, Inc. for approximately $38
million of cash proceeds, including $3.8 million of escrowed
proceeds.

In accordance with the plan, KLT Telecom Inc., a wholly owned
indirect subsidiary of Great Plains Energy, anticipates that it
will receive a cash distribution of approximately $15 million from
the bankruptcy estate in the second quarter. Additionally, KLT
Telecom anticipates that it will realize approximately $21 million
of cash tax benefits in late 2003.

Pending final resolution of certain items including the escrow
proceeds, the Missouri Department of Revenue claim described in
the Company's latest 10-Q, and the minority shareholder put
described in the 2002 Form 10-K, the Company expects to record
approximately $25 million to $27 million in net income or $0.36 to
$0.38 per share during the second quarter related to the
bankruptcy. The impact on net income is primarily due to the net
effect of the bankruptcy plan approval and the resulting
distribution, the reversal of a $15.8 million tax valuation
allowance, and the reversal of $5 million Debtor in Possession
financing previously reserved.

Great Plains Energy (NYSE:GXP), headquartered in Kansas City, Mo.,
is the holding company for three business units: Kansas City Power
& Light Company, a leading regulated provider of electricity in
the Midwest; Strategic Energy LLC, an energy management company
providing electric load aggregation and power supply coordination;
KLT Gas Inc., a subsidiary specializing in coal bed methane
exploration and development. The Company's Web site is
http://www.greatplainsenergy.com


EARTH SEARCH: Taps Malone & Bailey to Replace Grant Thornton
------------------------------------------------------------
On June 10, 2003, the Board of Directors of Earth Search Sciences
Inc. dismissed the Company's current accountants, Grant Thornton,
LLP. Grant Thornton, LLP served as the Company's auditor for the
fiscal years ended March 31, 2002 and 2001. The Board of Directors
has appointed Malone & Bailey, PLLC as the Company's auditor for
the year ended March 31, 2003.

The reports of Grant Thornton, LLP on the financial statements for
the past two fiscal years contained an inclusion in both reports
of an explanatory paragraph regarding the Company's ability to
continue as a going concern.


EMMIS COMMS: Board Declares Convertible Preferred Share Dividend
----------------------------------------------------------------
Emmis Communications Corporation's (Nasdaq: EMMS) Board of
Directors declared a dividend for its 6.25% convertible preferred
stock (Nasdaq: EMMSP), with a record date of July 5, 2003, and a
payable date of July 15, 2003.

The per share dividend for the quarter is $.78125. One share of
Emmis preferred stock is convertible to 1.28 shares of Emmis Class
A Common Stock.

In addition, at the company's Annual Shareholders Meeting, four
board members were re-elected.  Susan B. Bayh, Gary L. Kaseff and
Frank V. Sica were elected to three-year terms on the Board, while
Peter A. Lund was elected to a two-year term.   In addition, the
selection of Ernst & Young as Emmis' independent auditor was
ratified.

Emmis Communications is an Indianapolis-based diversified media
firm with radio broadcasting, television broadcasting and magazine
publishing operations. Emmis' 18 FM and 3 AM domestic radio
stations serve the nation's largest markets of New York, Los
Angeles and Chicago as well as Phoenix, St. Louis, Indianapolis
and Terre Haute, IN. In addition, Emmis owns two radio networks,
three international radio stations, 16 television stations, award-
winning regional and specialty magazines, and ancillary businesses
in broadcast sales and publishing. Emmis has announced the
acquisition of a majority interest in six radio stations in
Austin, Texas. Pending approvals from the Federal Communications
Commission and other regulatory agencies, the transaction is
expected to close in the company's second fiscal quarter. After
the close of the transaction, Emmis will own 27 radio stations in
eight markets.

As previously reported in Troubled Company Reporter, Standard &
Poor's Ratings Services assigned its single-'B'-plus bank loan
rating to the $500 million senior secured term loan B of Emmis
Operating Co. All other ratings on Emmis and its parent company,
Emmis Communications Corp., including the single-'B'-plus
corporate credit rating, were affirmed. The outlook is stable.


ENCOMPASS SERVICES: Reorganized Debtor Names Directors & Officers
-----------------------------------------------------------------
In a supplement to their Reorganization Plan, Encompass Services
Corporation discloses that on the Effective Date of the Plan, Todd
A. Matherne will sit as initial director of Encompass Services
Holding Corp. and Encompass Services Corporation.

These persons will also sit as officers of Encompass Services
Holding and Encompass Corporation:

       President and Treasurer:   Ed Lamprecht
       V. Pres. and Ass.  Sec.:   John A. Hale Jr.
       V. Pres. And Ass. Treas.:  Robert P. Arnold

The new director and the officers will oversee the reorganized
Debtors' business operations. (Encompass Bankruptcy News, Issue
No. 15; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ENRON CORP: Forms CrossCountry Energy to Hold Pipeline Interests
----------------------------------------------------------------
Enron Corp. announced the organization of CrossCountry Energy
Corp., a newly formed holding company that will hold Enron's
interests in Transwestern Pipeline Company, Citrus Corp., and
Northern Plains Natural Gas Company.

In connection with the organization of CrossCountry Energy Corp.,
Enron has filed a motion with the Bankruptcy Court to approve the
proposed transfer of Enron's interest in the pipeline businesses
to CrossCountry Energy Corp. The transactions contemplated by the
Bankruptcy Court filing are expected to close shortly after Court
approval.

Existing Enron board members Corbin A. McNeill, Jr. and Raymond S.
Troubh have joined the CrossCountry Energy Corp. board of
directors. A search is currently underway to identify three
additional, outside board members.

"We appreciate Corbin McNeill and Ray Troubh's willingness to join
CrossCountry Energy's board as a positive demonstration of our
commitment to moving toward the independence of this business,"
said Stephen F. Cooper, Enron interim CEO. "The underlying
businesses have been well run and are expected to continue to
provide solid returns for the estate and ultimately our
creditors."

It is anticipated that shares of CrossCountry Energy Corp. would
be distributed to creditors in connection with implementation of
Enron's Chapter 11 plan. CrossCountry Energy Corp. is a Delaware
corporation that was previously referred to informally as
"PipeCo", which should not be confused with the unaffiliated
company doing business in Houston under the name Pipeco Services.

CrossCountry Energy Corp. will hold interests in three major North
American natural gas pipeline businesses with approximately 8.5
Bcf/d of capacity and 9,900 miles of pipeline.

Transwestern Pipeline Company is a wholly owned 2,600-mile
pipeline system extending from west Texas to the California
border. Citrus Corp., which is held 50 percent by Enron and 50
percent by Southern Natural, an El Paso affiliate, owns the 5,000-
mile Florida Gas Transmission system that runs from south Texas to
south Florida. The wholly owned Northern Plains Natural Gas
Company is one of the general partners of Northern Border
Partners, L.P. (NYSE:NBP), which holds ownership interests in
Northern Border Pipeline Company, Midwestern Gas Transmission
Company, Viking Gas Transmission Company and Guardian Pipeline,
LLC. CrossCountry Energy Corp.'s Internet address is
http://www.crosscountryenergy.com

For more information on Enron, visit http://www.enron.com

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

Bankruptcy Case No.: 03-14185

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

Chapter 11 Petition Date: June 26, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

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

Estimated Assets: More than $100 Million

Estimated Debts: More than $100 Million


ENRON CORP: Amec Debtors Sue Garden State Paper to Recoup $16MM
---------------------------------------------------------------
Amec E&C Services, Ltd. and Amec E&C Services, Inc. seek a
determination of extent, validity, priority and amount of their
lien.

Charles F. Kenny, Esq., at Peckar & Abramson, PC, in River Edge,
New Jersey, relates that Amec is a lien claimant of a
Construction Lien Claim filed pursuant to the New Jersey
Construction Lien Claim Law against certain property that Garden
State Paper Company, LLC previously owned.  The Property is
located at 950 River Drive in Garfield, New Jersey.

Amec originally filed three Construction Lien Claims.  However,
by way of an amended Proof of Claim filed on January 23, 2003,
Amec reclassified two of those Lien Claims as "unsecured".  Thus,
Amec is now only pursuing payment of the Lien Fund for only one
remaining Lien Claim.

On November 30, 2001, Amec filed a Construction Lien Claim
against Garden State in the Office of the Bergen County Clerk on
these bases:

    (a) On June 29, 2001, Amec entered into a written contract
        with Garden State in which it was agreed that Amec would
        provide detail design and construction management
        services concerning the Garden State Paper Multi-year
        capital improvement plan;

    (b) Pursuant to the provision of the contract, Amec performed
        the work and provided services and material for the
        Premises from June 29, 2001 through November 16, 2001.
        Amec's total billed amount for work performed that
        remains unpaid is $809,667; and

    (c) As of November 30, 2001, Garden State has not paid the
        remaining balance of work Amec performed under the
        June 29, 2001 contract.

Mr. Kenny contends that Garden State received goods and valuable
consideration in exchange for the lien.  With Garden State's sale
of its assets, it now holds $6,100,000 for the benefit of its
former holders of Construction Lien Claims against its interests.

Accordingly, Amec asks the Court to direct Garden State to:

    (a) acknowledge the extent, validity, priority and amount of
        Amec's lien in and to the proceeds of sale Garden State
        holds for the benefit of its lienholders and the value of
        the secured claim; and

    (b) pay to Amec its secured claim from the sale proceeds
        Garden State holds for the benefit of its Lienholders.
        (Enron Bankruptcy News, Issue No. 70; Bankruptcy
        Creditors' Service, Inc., 609/392-0900)


ENTROPIN INC: Commences Trading on OTCBB Effective June 26, 2003
----------------------------------------------------------------
Entropin, Inc. (Nasdaq: ETOP) was notified by the Nasdaq Listing
Qualifications Panel that effective on Thursday, June 26, 2003,
its common stock and warrants would be delisted from The Nasdaq
SmallCap Market for failure to comply with the $1.00 minimum bid
price requirement (Marketplace Rule 4310(C)(4)). The Company's
common stock and warrants began trading on the OTC Bulletin Board
under the same symbols "ETOP" and "ETOPW."

Commenting on the announcement, Dr. Higgins Bailey, Chairman of
the Board, said, "Obviously we are disappointed with Nasdaq's
decision. Once trading begins, daily closing price quotations for
our common stock will be available to investors through the OTC
Bulletin Board site -- http://www.otcbb.com. More importantly, we
plan to continue to focus on the execution of our business plan
with the primary objective of enhancing long-term stockholder
value."

Entropin, Inc. is a pharmaceutical research and development
Company focused on the development of its proprietary compounds as
potent therapy for pain. Preclinical work shows that several of
these compounds effectively block nerve impulse conduction, have
potentially long-lasting properties to reduce and manage pain, and
may also be effective in relieving both primary and secondary
hyperalgesia (pain hypersensitivity) caused either by injury or
incision.

                          *    *    *

                   Going Concern Uncertainty

In the 2002 Annual Report filed on SEC Form 10-KSB 2003-03-31,
the Company's independent auditor, Deloitte & Touche LLP stated:

"To the Board of Directors and Stockholders of Entropin, Inc.

"We have audited the [Company's] balance sheets of Entropin, Inc.
(a development stage company) as of December 31, 2001 and 2002,
and the related statements of operations, changes in stockholders'
equity (deficit), and cash flows for the years then ended, and for
the period from August 27, 1984 (inception) through December 31,
2002. 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 audits. The Company's
financial statements for the period from August 27, 1984
(inception) through December 31, 1999 were audited by other
auditors whose report, dated February 4, 2000, expressed an
unqualified opinion on those statements. The financial statements
for the period from August 27, 1984 (inception) through December
31, 1999 reflect a net loss applicable to common stockholders of
$14,993,971 of the related total. The other auditors' report has
been furnished to us, and our opinion, insofar as it relates to
the amounts included for such prior period, is based solely on the
report of such other auditors.

"We conducted our audits in accordance with auditing standards
generally accepted in the United States of America. Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits and the report of other
auditors provide a reasonable basis for our opinion.

"In our opinion, based on our audits and the report of other
auditors, such financial statements present fairly, in all
material respects, the financial position of Entropin, Inc. as
of December 31, 2001 and 2002, and the results of its operations
and its cash flows for the years then ended and for the period
from August 27, 1984 (inception) through December 31, 2002, in
conformity with accounting principles generally accepted in the
United States of America.

"The [Company's] financial statements for the year ended
December 31, 2002 have been prepared assuming that the Company
will continue as a going concern...[T]he Company's recurring
losses from operations and requirement for additional funding
raise substantial doubt about its ability to continue as a going
concern...The financial statements do not include any
adjustments that might result from the outcome of this
uncertainty."


E.SPIRE COMMS: Chapter 11 Trustee Gets Nod to Hire Saul Ewing
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave Gary
F. Seitz, the Chapter 11 Trustee of the estates of e.spire
Communications authority to retain Saul Ewing LLP as Special
Counsel, nunc pro tunc to April 1, 2003.

Since Saul Ewing has served as counsel for the Debtors throughout
e.spire's bankruptcy cases, the Firm has specific knowledge and
familiarity with many of the issues surrounding the cases.

Specifically, the Chapter 11 Trustee is employing Saul Ewing to
act as his special counsel to assist him with:

     a) prosecution of the mechanics lien adversary proceedings
        previously filed in these cases;

     b) resolution of open disputes with Xspedius Management
        Corporation;

     c) resolution of outstanding cure disputes;

     d) discussions with the DIP Lenders regarding continuing
        financing issues;

     e) transition of matters to the Chapter 11 Trustee; and

     f) such other matters as may be requested by the Chapter 11
        Trustee from time to time.

The attorneys and paralegals presently designated to represent the
Chapter 11 Trustee and their standard hourly rates are:

          Domenic E. Pacitti      partner                $375
          Jeffrey C. Hampton      partner                $345
          Linda Richenderfer      partner                $350
          Jeremy W. Ryan          associate              $250
          Chad J. Toms            associate              $165
          Chadd Fitzgerald        paralegal              $120
          Melissa Reed            paralegal              $115
          Veronica Parker         case management clerk  $65

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.


EXEGENICS INC: Tender Offer Price Reduced & Extended to August 1
----------------------------------------------------------------
Foundation Growth Investments LLC and EI Acquisition Inc., are
lowering their cash offer price from $0.40 per share to $0.37 per
share for all of the outstanding shares of Common Stock and Series
A Convertible Preferred Stock of eXegenics Inc. (Nasdaq: EXEG).
They further announced they are extending the expiration date of
their offer to 12:00 Midnight, New York City time on Friday
August 1, 2003.

Timothy Leonard, President of EI Acquisition Inc., made the
following statement: "It is highly unusual to reduce the price in
a tender offer. However, given management's continued depletion of
eXegenics' assets coupled with the company's growing contingent
liabilities, we believe the real equity value of this company is
declining rapidly.

"We believe that our offer is the only opportunity for
stockholders to realize any real value from their investments in
eXegenics. The eXegenics management team has repeatedly
misrepresented our offer. In a press release issued earlier
[Wednes]day, management mischaracterized the real value of the
company, by focusing solely on the company's cash position. In
fact, our offer not only accounts for the company's cash position
but also considers its numerous and growing liabilities, including
employee severance agreements, professional fees and obligations,
and lease and other contractual commitments. It is only when
taking into consideration all of the assets, liabilities, and
commitments of eXegenics that an appropriate value can be derived.

"Since we initiated our offer, management has significantly
reduced the value of the company's equity. The directors and
officers have continued their historical pattern of profligate
spending on financial and legal advisers, are defending themselves
in personal litigation with the company's money, and have erected
legal barriers to eXegenics' stockholders' ability to realize any
value. This pattern has continued while the company operates with
no business plan and essentially no revenue. Their assertions to
the contrary, management is not enhancing stockholder value. The
intentional delaying of our tender offer only causes further
depletion of the company's assets. We believe the directors and
officers are relying on the perceived apathy of their stockholders
to enable them to squander the remaining resources of eXegenics.

"An example of management's blatant attempt to protect themselves
at the expense of stockholders is their recent misleading press
release announcing the company's election of directors. Management
manipulated the statistics presented to spin the impression that
stockholders voted "overwhelmingly" in favor of the directors. In
fact, the press release fails to mention a long list of material
relevant facts, including the reason for the adjournment of the
annual meeting, the fact that brokers have discretion to vote for
directors even without beneficial owner direction, the fact that
stockholders voted before disclosure of the class action lawsuit
and the tender offer, and the fact that two of the directors
listed on the proxy statement have resigned from the board
following the filing of the class action lawsuit. Any suggestion
that the director election is relevant to, much less a mandate to
reject, our tender offer and consent solicitation is baseless.

"Finally, Nasdaq intends to delist the stock from trading in 17
business days, on July 21, 2003. Thereafter, it will be much more
difficult for the stockholders to sell their stock on the open
market.

"Our cash offer price -- which expires on August 1 -- is now $0.37
per share."

                 NOTICE FOR EXEGENICS STOCKHOLDERS

The complete terms and conditions of the offer are set forth in an
offer to purchase, letter of transmittal, and other related
materials which were filed with the Securities and Exchange
Commission on May 29, 2003, as amended, and distributed to
eXegenics stockholders. eXegenics stockholders are urged to read
the tender offer documents because they contain important
information. Investors are able to receive such documents free of
charge at the SEC's web site, www.sec.gov, or by contacting Morrow
& Co., Inc., the Information Agent for the transaction, at (800)
607-0088, or William Blair & Company, the Dealer Manager and
financial adviser for the transaction, at (800) 621-0687 ext.
5333.

THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A
SOLICITATION OF AN OFFER TO SELL SHARES OF EXEGENICS INC.

This announcement should not be construed to constitute a
solicitation of any consent. Foundation Growth Investments has
filed with the Securities and Exchange Commission a preliminary
consent statement relating to the solicitation of consents with
respect to the removal of removal of all directors from the
eXegenics board and the appointment of a new slate of directors.
Foundation Growth Investments will furnish to eXegenics'
stockholders, a definitive consent statement and may file other
consent solicitation materials. Investors and security holders are
urged to read the consent statement and any other consent
solicitation materials (when they become available) because they
will contain important information.

Investors and security holders are able to obtain a free copy of
the preliminary consent statement and the definitive consent
statement (when it is available) and other documents filed by
Foundation Growth Investments with the Commission at the
Commission's Web site at http://www.sec.gov In addition, you will
also be able to obtain a free copy of the definitive consent
statement (when it is available) by contacting Morrow & Co., Inc.,
the Information Agent for the transaction, at (800) 607-0088, or
William Blair & Company, the Dealer Manager and financial adviser
for the transaction, at (800) 621-0687 ext. 5333.

Detailed information regarding the names, affiliations and
interests of individuals who may be deemed participants in the
solicitation of consents of eXegenics stockholders are available
in the preliminary consent statement filed by Foundation Growth
Investments with the SEC on Schedule 14A.

                          *    *    *

               LIQUIDITY AND CAPITAL RESOURCES

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

"At March 31, 2003, we had cash and cash equivalents of
approximately $15,476,000. Since our inception, we have financed
our operations from debt and equity financings as well as fees
received from licensing and research and development agreements.
During the three months ended March 31, 2003, net cash used in
operating activities was $1,236,000, the largest elements of which
were one-time payments of approximately $541,000 related to the
termination of scientific programs. In addition, during the three
months ended March 31, 2003, we received $10,000,000 from
investing activities, from a maturing investment security. The
latter funds were reinvested in short-term money market
instruments.

"We believe that we have sufficient cash and cash equivalents on
hand at March 31, 2003 to finance our plan of operation through
December 31, 2003. We currently have no new material commitments
to purchase capital assets through December 31, 2003. However, we
expect to incur new liabilities related to the in-licensing and
clinical development of compounds as outlined in our business
strategy. We anticipate that we may not have sufficient capital
resources to complete new programs prior to product
commercialization. There can be no assurance that any required
financings will be available, through bank borrowings, debt or
equity offerings on acceptable terms or at all."


FAIRCHILD SEMICONDUCTOR: Will Publish Q2 Results on July 17
-----------------------------------------------------------
Fairchild Semiconductor (NYSE: FCS) will hold its second quarter
2003 financial results conference call on Thursday, July 17, 2003
at 4:40 p.m. ET. The company will release its second quarter
results after the close of the market on July 17.

Kirk Pond, president, chief executive officer and chairman of the
Board, Hans Wildenberg, chief operating officer and Matt Towse,
senior vice president and chief financial officer will discuss the
company's second quarter results and review their outlook.

Listeners can access the conference call by dialing (800) 915-4836
(domestic) or (973) 317-5319 (international). The call is expected
to last approximately one hour. A dial-in replay will be available
for 48 hours, from 6:40 p.m., July 17 until 11:59 p.m., July 19.
The toll free dial-in replay number is (800) 428-6051 (domestic)
or (973) 709-2089 (international). The dial-in replay reservation
number is 299008.

Fairchild Semiconductor (NYSE: FCS) is a leading global supplier
of high performance products for multiple end markets. With a
focus on developing leading edge power and interface solutions to
enable the electronics of today and tomorrow, Fairchild's
components are used in computing, communications, consumer,
industrial and automotive applications. Fairchild's 10,000
employees design, manufacture and market power, analog & mixed
signal, interface, logic, and optoelectronics products from its
headquarters in South Portland, Maine, USA and numerous locations
around the world. Visit http://www.fairchildsemi.com

As reported in Troubled Company Reporter's June 4, 2003 Edition,
Standard & Poor's assigned its 'BB-' rating to Fairchild
Semiconductor International Inc.'s new senior secured bank loan.
The 'BB-' corporate credit and 'B' subordinated note ratings were
also affirmed. Proceeds from the new $300 million term loan will
be used to call the company's $300 million 10 3/8% subordinated
notes. The new $175 million revolving credit facility, undrawn
at closing, replaces an undrawn $300 million facility and
provides financial flexibility beyond the company's cash
balances.

It had debt of $915 million at March 31, 2003, including
capitalized operating leases.


FIFTH ERA KNOWLEDGE: Settles Liability to Royal Bank of Canada
--------------------------------------------------------------
Fifth Era Knowledge Inc. (FER - TSX-Venture) announces update on
the restructuring of the corporation, which it had previously
announced on May 8th, 2003.

      Restructuring of Debt with the Royal Bank of Canada

On April 30, 2003 the Corporation reached a settlement of all of
its liability to the Royal Bank of Canada totaling approximately
$602,000. The settlement included a cash payment of $20,000 on
May 7, 2003 and the issuance of 6,000,000 common shares at a
deemed price of $0.10 per common share. The company has received
conditional approval from the TSX-Venture related to this
settlement.

                    Convertible Debentures

The corporation has accepted the conversion requests from all
holders of the convertible debenture in the amount of $270,000.
Pursuant to the terms of the debentures the conversion of
principal and unpaid interest will be done at an effective price
of $0.12 per common share. This conversion will cause the
corporation to issue 2,231,250 common shares. Insiders involved in
this conversion include Peter Stunden, Paula Stunden and Dave
Antony; they are receiving 700,000, 700,000 and 87,500 shares
respectively. These shares will be subject to the reverse split
discussed below.

                         Reverse Split

The Corporation is proposing to consolidate its common shares on a
7:1 basis. Post consolidation on a fully diluted basis there will
be approximately 3,211,000 common shares outstanding.

                       Board of Directors

Mr. David Mears has been appointed to the Board of Directors,
effective June 23, 2003. Mr. Mears is President and CEO of Semper
Energy Ltd., a TSX-Venture traded company. Prior to Semper, Mr.
Mears founded the Calgary office of Haywood Securities in February
2002. Mr. Mears has extensive knowledge and experience with public
companies from both the operational and corporate finance aspects.

                        Private Placement

The Corporation continues with a private placement of up to
$400,000. This will be a non-brokered private placement. The terms
of the placement will be based upon the post consolidation share
structure and will be of units at a price of $0.10 per unit. Each
unit will be comprised of one post consolidation common share and
one half of one warrant exercisable at $0.25 per post
consolidation common share for a term of 2 years.

                        Trading Suspension

The Corporation had its shares suspended from trading by the TSX-
Venture, due to late filing of certain financial information. The
corporation has now met all the requirements of the TSX-Venture in
order to allow the shares to begin trading. Effective at the open
June 27, 2003, the common shares of the corporation will trade on
the TSX-Venture.

When the corporation begins trading, the TSX-Venture will
designate the corporation as a Tier 2 Issuer, in accordance with
its policies.


FLEMING COS.: Court OKs Retail Consulting & Staubach Engagement
---------------------------------------------------------------
Fleming Companies, Inc., and its debtor-affiliates sought and
obtained the Court's authority to employ Retail Consulting
Services, Inc. and Staubach Retail Services, Ltd., as their real
estate valuation consultants.

The Debtors chose Retail Consulting and Staubach Retail because
of both firms' extensive experience in providing real estate
valuation services to clients involved in troubled situations,
both in and out of the Chapter 11 context.  Retail Consulting and
Staubach Retail are well-qualified and uniquely able to perform
the services that they will be retained in a most efficient and
timely manner.

The Debtors believe that Retail Consulting and Staubach Retail's
services are necessary to enable them to maximize the value of
their estates and to reorganize successfully.

Ivan L. Friedman, President of Retail Consulting and Ronald D.
Strongwater, Executive Vice-President of Staubach Retail assure
the Court that both firms are disinterested persons, as that
phrase is defined in the Bankruptcy Code.

Retail Consulting and Staubach Retail will:

    (a) perform leasehold and property valuations for certain of
        the Debtors' assets, each designated as a "Valuation
        Property";

    (b) perform and complete the property valuations contemplated
        by the documents and information provided by the Debtors;
        and

    (c) present a valuation report or reports to the Debtors
        outlining their estimate as to the value of each of the
        Valuation Properties within 60 days after a Valuation
        Property is designated and the Consultants receive the
        required information that is in the Debtors' possession or
        under their control.

The Consultants' valuations will be based on an analysis of the
market, review of the lease documents and upon exercise of their
professional judgment.  The Debtors and the Consultants will
collaborate to establish an agreement regarding the sequence and
priority of properties for valuation purposes.  Both Retail
Consulting and Staubach Retail will use reasonable efforts to
coordinate with the Debtors' other retained professionals to
avoid duplicating services unnecessarily.

For their services, Retail Consulting and Staubach Retail will
receive:

    * $350 for each retail lease valuation; and

    * for each non-retail lease valuation, a fee between $900 to
      $1,250 per valuation.

Retail Consulting and Staubach Retail will also bill the Debtors
for reasonable expenses. (Fleming Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


GAP INC: Inks New $1.95-Billion Three-Year Credit Facilities
------------------------------------------------------------
Information obtained from http://www.LoanDataSource.comshows that
Gap Inc. (including its Banana Republic and Old Navy subsidiaries)
finalized a three-year secured $750 million revolving credit
facility this week with:

         Lender                          Commitment
         ------                          ----------
     Citicorp USA, Inc.                 $90,000,000
     JPMorgan Chase Bank                 90,000,000
     Bank of America, N.A.               90,000,000
     HSBC Bank USA                       90,000,000
     GE Capital Corporation              55,000,000
     The Bank of Nova Scotia             55,000,000
     U.S. Bank National Association      55,000,000
     Fleet Bank                          55,000,000
     ABN Amro Bank N.V.                  45,000,000
     Wells Fargo Bank N.A.               45,000,000
     KeyBank National Association        37,500,000
     Fifth Third Bank                    25,000,000
     First National Bank of Omaha        17,500,000
                                       ------------
          Total                        $750,000,000

http://www.LoanDataSource.comreports that the new financing
arrangement requires the Company to comply with three key
financial covenants:

     (a) Leverage Ratio.  The Company promises to maintain a
         Leverage Ratio as of the last day of each Fiscal Quarter,
         determined on the basis of the most recently completed
         four consecutive Fiscal Quarters ending on such day, of
         not greater than 5.00:1.00.

     (b) Fixed Charge Coverage Ratio.  The Company agrees to
         maintain a Fixed Charge Coverage Ratio as of the last day
         of each Fiscal Quarter that's not less than:

                                                      Minimum
                                                    Fixed Charge
          At the End of the                        Coverage Ratio
          -----------------                        --------------
          Second Fiscal Quarter 2003                  1.75:1.00
          Third Fiscal Quarter 2003                   1.75:1.00
          Fourth Fiscal Quarter 2003                  1.75:1.00
          First Fiscal Quarter 2004                   1.90:1.00
          Second Fiscal Quarter 2004                  1.90:1.00
          Third Fiscal Quarter 2004                   1.90:1.00
          Fourth Fiscal Quarter 2004                  1.90:1.00
          First Fiscal Quarter 2005                   2.00:1.00
          Second Fiscal Quarter 2005                  2.00:1.00
          Third Fiscal Quarter 2005                   2.00:1.00
          Fourth Fiscal Quarter 2005                  2.00:1.00
          First Fiscal Quarter 2006                   2.00:1.00
          Second Fiscal Quarter 2006                  2.00:1.00

     (c) Maximum Capital Expenditures.  The Company covenants that
         Capital Expenditures in any Fiscal Year will not exceed
         $625,000,000.

                  Sale-Leaseback Transactions Permitted

The Loan Agreement generally prohibits the Company from selling
assets outside the ordinary course of business without the
Lenders' consent.  One provision, buried at Sec. 7.02(g)(iv) of
the Credit Agreement allows the Company to sell real property
interests as part of one or more sale leaseback transactions
provided that the value of such real property interests doesn't
exceed $600,000,000.

                     Limitation on Cash Dividends

Additionally, the Company is prohibited under Sec. 7.02(f)(i) of
the Loan Agreement from paying cash dividends exceeding $.0888 per
year per share of common stock.

                       Solvency Representation

"The Borrower is, individually and together with its Subsidiaries,
Solvent," the Company assures the Lenders at Sec. 6.01(o) in the
Loan Agreement.  "Solvent" for purposes of the Loan Agreement,
means that (a) the fair value of the property and assets exceeds
total liabilities (including, without limitation, contingent
liabilities), (b) the present fair salable value of property and
assets exceeds the amount that will be required to pay probable
liabilities on debts as they become absolute and matured, (c) the
Company does not intend to, and does not believe that it will,
incur debts or liabilities beyond its ability to pay those debts
and liabilities as they mature and (d) the Company is not engaged
in business or in a transaction, and is not about to engage in
business or in a transaction, where the Company's property and
assets would constitute an unreasonably small capital.

                       $1.2 Billion of Funding
                        for Letters of Credit

In addition, the company has executed agreements securing $1.2
billion in letter of credit issuing capacity.  The letter of
credit agreements also have three-year terms and will
be secured by about $1.2 billion in cash, using a portion of the
company's large cash balances.

The new facilities replace a two-year $1.4 billion secured
facility scheduled to expire in March 2004.  By securing the new
letter of credit facility with cash, the company is minimizing the
credit risk to issuing banks and will reduce its net interest
expense.  The cash securing the letter of credit facility will be
reported as "restricted cash" on the company's balance sheet; the
company will continue earning interest income on the restricted
cash.  The company had a $2.8 billion cash balance at the end of
its first quarter.

Based on these new facilities, the company expects to save about
$10 million in interest for the remainder of its 2003 fiscal year.
As a result, the company expects gross interest expense for the
2003 fiscal year to be $240 million to $245 million compared with
the previous guidance of $250 million to $255 million.  By
quarter, the company expects interest expense to be $64 million to
$69 million in the second quarter, $55 million to $60 million in
the third quarter, and $55 million to $60 million in the fourth
quarter.

"We're pleased to complete this more favorable credit structure
well ahead of the expiration of our current facility," said
Sabrina Simmons, senior vice president and treasurer of Gap Inc.
"With our ongoing emphasis on cash management and our improved
business performance, we're confident that we have ample cash on
hand to secure the new letter of credit facility, while also
maintaining sufficient reserves for other business purposes.
These new agreements lower our interest expense and increase our
financial flexibility."

Lawyers at Skadden, Arps, Slate, Meagher & Flom LLP represented
Gap Inc. in connection with this financing transaction.  Shearman
& Sterling provided legal counsel to the Lenders' Agent.

As reported in Troubled Company Reporter's May 6, 2003 edition,
The Gap, Inc.'s 'BB-' rated senior unsecured debt was affirmed
by Fitch Ratings. Approximately $2.9 billion in debt was
affected by this action. The Rating Outlook remains Negative,
reflecting uncertainty as to the sustainability of Gap's recent
comparable store sales growth.

The rating reflects the long-term weakness in Gap's sales which
has put pressure on the company's operating and financial
profile. In addition, the competitive operating and weak
economic environment may delay the company's ability to improve
its performance. However, the rating also factors in Gap's brand
position, solid free cash flow due to curtailment in capital
expenditures and strong liquidity.


GEAC COMPUTER: Red Ink Continued to Flow in Fourth Quarter 2003
---------------------------------------------------------------
Geac Computer Corporation Limited (TSX: GAC), a global enterprise
software company for business performance management, announced
its fourth quarter and year-end results for the period ended
April 30, 2003.

Highlights for the quarter (all amounts are in Canadian dollars
unless otherwise noted):

- Revenue of $150.8 million, despite the strengthening Canadian
  dollar, which adversely affected US dollar denominated revenues
  by $5.1 million, compared to $174.5 million in revenue in the
  fourth quarter last year;

- Software license revenue of $23.6 million, compared to $22.9
  million in Q4 FY 2002 and $19.4 million in Q3 FY2003;

- Improved gross profit margin to 60.0 percent of revenues,
  compared to 54.6 percent of revenues in Q4 FY 2002;

- Increased cash and restricted cash to $132.2 million, an
  increase of $11.5 million since April 30, 2002, despite the cost
  of acquisitions of $33.7 million and payment of $16.0 million as
  part of the Q4 FY 2002 restructuring charge; and

- Extensity license revenue from the date of acquisition for the
  quarter was $1.0 million from 3 customers, both new and existing
  Geac customers.

"Although fiscal year 2003 was a challenging year for Geac, as it
was for the technology industry as a whole, we have implemented
our operating plan successfully," said Paul D. Birch, president
and chief executive officer of Geac. "We have made excellent
progress in entering the high value, growth market of Business
Performance Management to meet our customers' needs."

"In addition, we have continued to grow through acquisitions with
the integration of Extensity into our operations and the planned
acquisition of Comshare. These transactions together should
represent a powerful addition to our overall business performance
management strategy and serve to further strengthen our foothold
in the target markets we have identified as growth opportunities
for our company."

               Fourth Quarter Financial Review

Revenue was $150.8 million compared with $174.5 million in the
corresponding period a year ago. This decrease is primarily
attributable to an expected decline in the renewal of annual
maintenance contracts, to exiting unprofitable business, and to
the strengthening Canadian dollar.

Net loss was $2.9 million, or $0.03 per share, compared with a net
loss of $2.7 million, or $0.03 per share, in the same period last
year. As announced on June 8, 2003, Geac recorded a $16.8 million
non-cash goodwill write-down in the fourth quarter related to its
Interealty subsidiary, based on revised future estimates of the
likely performance of the Interealty business. This represents the
full amount of goodwill on the company's balance sheet for
Interealty. As a result of this write-down, fourth quarter
earnings per share were reduced by $0.20. Excluding the goodwill
impairment, net income in the fourth quarter was $13.9 million, or
approximately $0.17 per diluted share.

Cost of revenues was reduced to $60.3 million from $79.3 million
in the fourth quarter last year. Gross profit margin increased to
60.0 percent from 54.6 percent in the fourth quarter of fiscal
year 2002.

Net operating expenses decreased to $87.1 million from $106.8
million in the corresponding period last year. These cost savings
reflect the company's focus on cost management as well as a
reduction of $35.0 million in net restructuring and other unusual
charges. These factors were partially offset by the non-cash
goodwill impairment charge of $16.8 million in the fourth quarter
of FY 2003.

Net restructuring and other unusual items in the fourth quarter
were $6.3 million. This amount included:

- A $3.5 million pre-tax provision for premises rationalization;

- A $2.8 million charge for severance to consolidate certain of
  the company's development, sales and marketing, and support and
  services operations with similar operations acquired in the
  Extensity acquisition; and

- A $5.0 million provision for legal claims.

These charges were partially offset by a net $5.0 million reversal
of accrued liabilities and other provisions related to
acquisitions and restructuring which had been recorded in prior
years and which were no longer required.

                 Fiscal 2003 Financial Review

Revenue for the year was $623.7 million, compared with $716.5
million in fiscal 2002. Although this represents a decline of 13.0
percent, fiscal 2003 revenue exceeded previously provided guidance
of $620 million, despite the impact of the strengthening Canadian
dollar versus the US dollar in the fourth quarter, the loss of
non-recurring Euro conversion professional services revenue, and
the elimination of unprofitable revenue.

Fiscal 2003 net income was $50.3 million, or $0.62 per diluted
share, compared with net income of $52.5 million, or $0.69 per
diluted share last year. Excluding the impact of the $16.8 million
non-cash goodwill impairment, net income was $67.1 million or
$0.82 per diluted share.

Cost of revenues was reduced by 18.2 percent to $267.1 million
from $326.6 million last year. The gross profit margin increased
to 57.2 percent from 54.4 percent last year. Cost of software
license revenues, primarily royalties paid to vendors of third-
party software, declined by 12.2 percent. Cost of support and
services, which consist primarily of personnel and related costs,
was reduced by 20.5 percent. Support and services margins
increased from 53.0 percent to 56.6 percent, primarily as a result
of improved utilization rates.

"As anticipated, our cash and restricted cash at year end exceeded
$132 million. We expected to achieve cash of $150 million
excluding acquisitions, and, taking into account net cash used for
acquisitions of $33.7 million, we clearly did," said Arthur
Gitajn, chief financial officer of Geac.

Effective for the first quarter of FY 2004 the company will adopt
the US dollar as its reporting currency. "Since more than half of
our revenues are generated in the US, adopting the US dollar as
our reporting currency reduces the impact of currency fluctuations
on our operating results," commented Gitajn.

                         Acquisitions

On March 6, 2003, the company completed the acquisition of
Extensity, a leading provider of solutions to automate employee-
based financial processes. This strategic acquisition immediately
enhanced Geac's suite of financial management solutions and
furthered the company's commitment to providing customers with
Web-based front-office applications to extend the value of
existing IT investments.

On June 23, 2003, the company announced it had entered into a
definitive merger agreement by which the board of Comshare and key
shareholders holding approximately 15 percent of Comshare stock
have agreed to support a bid by the company to acquire Ann Arbor,
Michigan-based Comshare, Incorporated for US$52 million in cash.
This agreement demonstrates Geac's continued commitment to
carrying out its business performance management strategy. The
acquisition will be accomplished by a cash tender offer at US$4.60
per share for all of Comshare's outstanding common stock, which is
expected to be commenced on or before July 3, 2003. The tender
offer is expected to be concluded by August 2003, and, assuming at
least 90% of Comshare's outstanding common stock is tendered, the
merger will close immediately thereafter. The transaction is
subject to regulatory clearance, approval by Comshare's
stockholders, and other closing conditions.

Comshare is expected to add roughly 12 percent to Geac's
annualized revenue, based on the last 12 months of reported
revenue from each company. Comshare's MPC suite of financial
planning, budgeting, forecasting and consolidation software will
provide many new products to cross-sell to Geac's more than 5,000
enterprise customers. MPC should appeal to the same CFOs and
corporate controllers that rely on Geac's ERP transaction systems
today. This addition to the Geac product line will be in direct
response to demand from Geac customers. The company will also
continue to sell Comshare's MPC product aggressively to new
customers who use non-Geac ERP systems. These two revenue streams
are a powerful combination that is expected to accelerate revenue
growth of the MPC product.

                         Customer Activity

Some of the customer announcements in the fourth quarter include:

- Two new contracts with Geac customers for Extensity software
  totaling $1,723,000, to a leading international manufacturing
  company and a global financial services firm;

- The successful implementation of Connector Foundation 3.0 for
  Linux for 2,500 Konica Business Technologies, Inc. employees
  cross the United States;

- A contract with rare book exporter, Kennys Bookshop, Art
  Galleries and Export Centre, to put one million books online
  through the use of an integrated solution comprised of Geac's
  StreamLine ERP system and the Vubis Smart library information
  management system; and

- A $1.9 million contract with Auckland City (New Zealand) to
  replace the City's existing core local authority customer and
  land information computer software with Geac's Local Government
  Solution.

Subsequent to the end of the fourth quarter, Geac announced:

- A new contract with State Auto Financial to implement Geac's
  Expense Reports to 2,000 users across the company;

- The successful implementation of a previously announced contract
  of Geac's Extensity software for Ernst & Young's 7,500 U.K.
  employees;

- Increased market traction for Geac's Extensity Reporting
  solution with more than 85% of new Extensity customers,
  including A.O. Smith Corporation and Wyeth UK, and many existing
  customers, such as Callidus Software and A.T. Kearney,
  purchasing the solution since its release in 2002;

- Six additions to the Extensity Customer Advisory Board,
  including such recognized organizations as AstraZeneca, A.T.
  Kearney, Ball Aerospace & Technologies Corp., Discover Financial
  Services, The Thomson Corporation and Watson Wyatt LLP;

- The extension of Geac's System21 ten year software supplier
  relationship with The All England Lawn Tennis Club to provide
  web-based front-ends to the Club's debenture, ticketing and
  ballot systems and deliver real-time information on more than
  400,000 ticket sales;

- A major roll out of Geac System21 Financials across
  GeoLogistics' US-based operations, replacing PeopleSoft's
  financial software and reflecting an investment of approximately
  $520,000; and

- Six multi-year contracts for Interealty's MLXchange, including
  Central New York Information Service, Greater South Bend-
  Mishawaka Association of Realtors, Kanawha Valley Board of
  Realtors, Bryan College Station Regional Association of
  Realtors, Greater Erie Board of Realtors, and Savannah Multi-
  List Corp., bringing the total number of real estate
  professional users to more than 100,000 throughout the United
  States and Canada.

Geac also held numerous customer events worldwide as part of our
continuing commitment to communicate and collaborate with
customers. In April 2003, Geac System21 hosted its Annual InForum
User Conference in the U.K. to present the new System21 Aurora
solution to more than 400 European attendees (a 50 percent
increase in attendance over the previous year). In May 2003, Geac
connected with nearly 600 global customers at the ALLIANCE2003
User Conference in Orlando, Florida. Also in May 2003,
approximately 200 customers attended the Anael User Group meeting,
Journee VitAnael, in Paris.

                      Alliances/Partnerships

During the quarter, Geac announced:

- An integration and marketing partnership agreement with TRX for
  integrated online travel booking and expense management

- An alliance with Lakeview Technology to provide high
  availability solutions for Geac System21 customers. The Lakeview
  application keeps the core System21 processes available during
  planned or unplanned downtime.

Geac Computer Corporation's April 30, 2003 balance sheet shows
that its total current liabilities outweighed its total current
assets by about $95 million.

Geac will be holding its Annual Meeting of Shareholders at 10:00
a.m. on September 10, 2003 at the Design Exchange, 234 Bay Street,
Toronto-Dominion Centre, Toronto, Canada, M5K 1B2.

Geac (TSX: GAC) is a global enterprise software company for
business performance management, providing customers worldwide
with the core financial and operational solutions and service to
improve their business performance in real time. Further
information is available at http://www.geac.com

Geac trades on the Toronto Stock Exchange under the symbol "GAC"
and had 84,136,490 common shares issued and outstanding at
April 30, 2003.


GENTEK INC: Wins Nod to Hire KMPG as Tax Accountants & Auditors
---------------------------------------------------------------
GenTek Inc., and its debtor-affiliates sought and obtained the
Court's authority to employ KPMG LLP as their tax accountants and
advisors nunc pro tunc March 6, 2003.

KPMG will:

   -- review and assist the Debtors in the preparation and filing
      of tax returns;

   -- advise and assist the Debtors regarding tax planning
      issues, including estimating net operating loss
      carryforwards, international taxes, and state and local
      taxes;

   -- assist the Debtors regarding transaction taxes, state and
      local sales and use taxes;

   -- assist the Debtors regarding tax matters related to the
      Debtors' pension plans;

   -- assist the Debtors regarding real and personal property tax
      matters;

   -- assist the Debtors regarding any existing or future IRS,
      state and local tax examinations; and

   -- provide other consulting, advice, research, planning or
      analysis regarding tax issues as may be requested from time
      to time.

The Debtors selected KPMG as their tax accountants and advisors
because of the firm's diverse experience and extensive knowledge
in the fields of taxation and bankruptcy tax issues.

George T. Lyons, Senior Tax Partner at KPMG, attests that the firm
does not hold or represent an adverse interest to the Debtors and
their estates.  KPMG is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.

The Debtors will compensate KPMG in accordance with the firm's
current standard hourly rates.  KPMG professionals' hourly billing
rates are:

         Partners                             $505 - 825
         Directors/Senior Managers/Managers    375 - 615
         Senior/Staff Accountants              225 - 375
         Paraprofessionals                     120

The Debtors will also reimburse KPMG for necessary out-of-pocket
expenses incurred.

Prior to the Petition Date, the Debtors did not owe any amount to
KPMG.  KPMG also has not received a retainer from the Debtors.
(GenTek Bankruptcy News, Issue No. 15; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


GLIMCHER REALTY: Will Host Q2 2003 Conference Call on July 31
-------------------------------------------------------------
Glimcher Realty Trust (NYSE: GRT) will hold a conference call on
Thursday, July 31, 2003, at 11:00 a.m. (ET) to discuss its second
quarter financial and operating results for 2003.  Investors and
interested parties may access the call via:

     Teleconference:  (888) 879-9207, no passcode needed.
     Internet webcast:  http://www.glimcher.com

To participate, dial-in/logon at least 5 minutes prior to the
scheduled start time of 11:00 a.m. (ET) in order to download and
install any necessary audio software and/or to register for the
call.

A replay will be available through midnight August 15, 2003 by
dialing (800) 642-1687, passcode 1143824.

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


GMAC COMMERCIAL: Ser. 1997-C1 Class H Notes Rating Down to CCC-
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on GMAC
Commercial Mortgage Securities Inc.'s mortgage pass-through
certificates series 1997-C1.

The rating actions reflect potential losses resulting from five
delinquent loans (totaling $53.8 million, 4.1% of the loan pool)
and three real estate-owned (REO) loans (totaling $4.5 million,
0.34%), coupled with an increasing number of master servicer
watchlisted loans. The delinquent loans include the second-largest
loan in the pool ($28.9 million, 2.1%), which is secured by a
promissory note and a deed of trust on six skilled-nursing
facilities in Connecticut. The State of Connecticut has operated
these facilities since October 2001; the original tenant, Pegasus,
sought bankruptcy protection in May 2001. One facility, which was
shut down, recently sold for $760,000, and an offer of $7.3
million has been accepted for the other five facilities. A closing
is scheduled for July 31, 2003. The total loan exposure includes
advances of approximately $34 million, which, based on the
accepted sale amount, will result in a near total loss to the
trust of the loan balance.

The four remaining delinquent loans include:

     -- A $9.2 million loan, secured by a Holiday Inn Hotel in
        Fishkill, New York Although GMAC agreed to forbearance and
        reinstatement of this 90-plus days delinquent loan, the
        borrower informed GMAC of his intentions to pay off
        the loan in the near future. The year-end 2002 DSC was
        1.18x.

     -- A $6.5 million loan, secured by a 47,454 square foot (sq.
        ft.) retail center, with one remaining tenant (15%
        occupancy), located in Phoenix, Ariz. This loan is in
        foreclosure; however, GMAC advised Standard & Poor's
        that the loan was reinstated through June 2003, although
        the borrower is continuing with the bankruptcy. GMAC has
        not determined the potential losses on this loan, if any.
        The year-end 2001 debt service coverage (DSC) ratio was
        0.68x.

     -- A $4.9 million loan (90-plus-days delinquent), secured by
        a vacant single-tenant retail property in Miami, Fla.,
        formerly occupied by Builders Square. GMAC has an "as is"
        appraisal for $3.9 million on the property, and has taken
        an appraisal reduction of $1.6 million (no financial
        information has been provided by the borrower to GMAC).

     -- A $4.2 million loan (60-plus days delinquent), secured by
        a 222-room Hilton Hotel in northern Atlanta, Ga. GMAC
        advised Standard & Poor's that the hotel has several
        deficiencies that could result in the removal of the
        Hilton flag. The operator, U.S. Hotels Investors, has
        filed for bankruptcy. GMAC is considering an offer, and
        expects to receive an appraisal within 45 days. GMAC has
        requested financial information from the borrower and is
        awaiting receipt of the financials.

The REO loans include one $2.3 million loan secured by a 148-unit
multifamily property in Grand Prairie, Texas. GMAC is reviewing
two potential offers in the range of $2.5 million. Two hotels in
Seymour, Indiana, for which a deed-in-lieu of foreclosure was
completed in April 2003, secure the other $2.3 million loan. The
borrower has filed for bankruptcy, and both hotels are under new
management. To date, GMAC has not determined the extent of any
potential losses on this loan.

In addition, there are four other loans (totaling $5.9 million,
0.45%) being specially serviced that are current with debt service
payments. The borrowers have advised GMAC of their intentions to
pay off the loans within 30 days.

GMAC placed 65 loans ($272.21 million, 16.4%) on its June 2003
watchlist, an increase from 28 loans in July 2002 ($143.99
million, 10.3%). Of the 65 loans, 21 ($125.21 million, 9.5%)
reported DSC ratios below 1.0x, which include the third-largest
loan, two loans ($15.46 million, 1.2%) secured by retail
properties where Kmart is a tenant, and four loans ($24.10
million, 1.85%) that are secured by healthcare properties.

The third-largest loan ($24.56 million, 1.9%), secured by a 1.2
million sq. ft. industrial complex with a two-story office
building, reported a year-end 2002 DSC of 0.78x, with 83%
occupancy. The borrower advised that the property's cash flow was
affected by inflated legal and professional fees in connection
with a potential buyer's default on a purchase agreement and the
extension of three tenant leases. Also, there is a pending lease
with the City of Detroit for 121,000 sq. ft., and one tenant has
extended its 19,800 sq. ft. lease for one year; these leases would
increase occupancy to about 95%.

The Kmart exposure is 3.84%, which represents eight properties.
One Kmart store (88,872 sq. ft., 55% of the 159,071 sq. ft.
shopping center, and 40% of rental income with $4.72 million loan
balance) in Antigo, Wis., has closed, and there are no prospective
tenants at this time. No current financials are available on this
loan. Another Kmart store, located in Reading, Pa., has been
subleased to Home Depot. The other six Kmart stores are open and
operating; these loans reported a year-end 2002 DSC range of 1.20x
to 1.31x. Standard & Poor's will continue to closely monitor these
watchlisted loans.

The weighted average DSC for the remaining loans (52% of loans
reporting interim and year-end 2002 financials) increased to 1.56x
from 1.33x at issuance. At the last rating change in August 2002,
the DSC ratio was 1.57x (based on 61% of loans reporting year-end
2001 financials). Standard & Poor's excluded the credit leases
from the weighted average DSC ratio calculations. As of May 2003,
the mortgage pool balance decreased to 294 loans, totaling $1.32
billion, from 307 loans totaling $1.39 billion since Standard &
Poor's last review in August 2002.

                        RATINGS LOWERED

               GMAC Commercial Mortgage Securities Inc.
           Commercial mortgage pass-thru certs series 1997-C1

                    Rating           Credit
        Class   To          From     Support (%)
        -----   --          ----     -----------
        G       B+          BB             8.34
        H       CCC-        B-             3.85


HARTMARX CORP: Reports Improved Second Quarter Earnings Results
---------------------------------------------------------------
Hartmarx Corporation (NYSE: HMX) reported operating results for
its second quarter and six months ended May 31, 2003. Second
quarter revenues were $127.0 million in 2003 compared to $130.5
million in 2002. Net earnings were $1.0 million in the current
period compared to a net loss of $.9 million last year. For the
six months, revenues were $258.8 million compared to $269.9
million in 2002. Net earnings improved to $2.1 million compared to
a loss of $2.0 million in 2002.

Homi B. Patel, president and chief executive officer of Hartmarx,
commented, "Our second quarter results represent the fourth
consecutive quarter of improved profits in what continues to be a
very difficult retail environment. For the trailing twelve months
ended May 31, net earnings were $5.0 million compared to a net
loss of $13.0 million for the trailing year ended May 31, 2002. In
spite of an uncertain and challenging retail climate, we continue
to anticipate profitable third and fourth quarters and believe
that we remain on track to report a significant improvement in net
earnings for the full year ending November 30, 2003. Longer term,
we are fully focused on putting into place several new initiatives
for growth both in sales and earnings," Mr. Patel concluded.

Second quarter EBIT was $3.5 million in 2003 compared to $2.8
million in 2002; last year's second quarter included $4.5 million
of litigation settlement proceeds, partially offset by $.9 million
of restructuring charges. For the six months, EBIT improved to
$8.0 million from $5.2 million in 2002. The EBIT increase
reflected a higher gross margin rate of 30.2% for the six months
compared to 27.1% in 2002. Selling, general and administrative
expenses decreased $1.8 million on the lower sales.

Interest expense declined to $3.8 million from $8.6 million in
2002 from reduced average borrowing levels and a lower effective
interest rate resulting principally from the August, 2002
refinancing and subsequent repayments of high-cost debt. Year-to-
date results for 2003 also included the $.8 million first quarter
pre-tax refinancing charge associated with the January, 2003 early
retirement of the then outstanding 12.5% senior unsecured notes,
representing the non-cash write-off of unamortized debt discount
and financing fees. At May 31, 2003, the Company's interest rate
under its senior credit facility is approximately 3.9% compared to
6.7% in the year earlier period under its previous credit
facility. The weighted average interest rate on all borrowings is
approximately 4.9% compared to 8.5% at the year earlier date.
Total debt is $124.4 million compared to $124.7 million at the
year earlier period. Debt reduction is anticipated to be realized
during the second half of fiscal 2003 from earnings and reduced
working capital levels.

Hartmarx produces and markets business, casual and golf apparel
under its own brands including Hart Schaffner & Marx, Hickey-
Freeman, Palm Beach, Coppley, Cambridge, Keithmoor, Racquet Club,
Naturalife, Pusser's of the West Indies, Royal, Brannoch, Riserva,
Sansabelt, Barrie Pace and Hawksley & Wight. In addition, the
Company has certain exclusive rights under licensing agreements to
market selected products under a number of premier brands such as
Austin Reed, Tommy Hilfiger, Kenneth Cole, Burberry men's tailored
clothing, Ted Baker, Bobby Jones, Jack Nicklaus, Claiborne, Evan-
Picone, Pierre Cardin, Perry Ellis, KM by Krizia, and Daniel
Hechter. The Company's broad range of distribution channels
includes fine specialty and leading department stores, value-
oriented retailers and direct mail catalogs

                         *    *    *

As previously reported by the Troubled Company Reporter, Standard
& Poor's lowered its corporate credit rating on Hartmarx Corp., to
'SD' (selective default) from double-'C' and the senior
subordinated debt rating to single-'D' from single-'C'. The
ratings were removed from CreditWatch, where they were placed on
October 4, 2001.


HAWAIIAN AIRLINES: Chapter 11 Trustee John Monahan Resigns
----------------------------------------------------------
John Monahan, the court-appointed trustee charged with overseeing
daily operations for financially strapped Hawaiian Airlines,
resigned on June 24, 2003, for personal reasons, an airline
spokesman said, the Associated Press reported. Monahan was
appointed trustee on May 30 by the U.S. Trustee's Office and
approved by the U.S. Bankruptcy Court to oversee Hawaiian Airlines
during its chapter 11 reorganization. Curtis Ching, an attorney
with the U.S. Trustee's Office in Honolulu, said Monahan's
resignation was accepted and the department would begin searching
for a replacement, AP reported. Ching noted that Monahan's
resignation had nothing to do with his ability to guide the
carrier through bankruptcy, reported the newswire. (ABI World,
June 25, 2003)


IMMUNE RESPONSE: Completes Private Offer of $1M Short-Term Notes
----------------------------------------------------------------
The Immune Response Corporation (Nasdaq:IMNR) successfully
completed a private placement with accredited investors of $1
million of short-term promissory notes. The net proceeds of the
offering will be used for general corporate purposes, such as
operations, personnel, regulatory expertise and clinical
development.

The Immune Response Corporation completed the offering of short-
term promissory notes, which bear interest at the rate of 12
percent per annum, on Monday, June 23, 2003. The notes are due on
September 30, 2003, or at such time as the company completes a
subsequent private placement having net proceeds of more than $1.3
million. The company also issued to the investors 166,666 shares
of its common stock and has agreed to register such shares of
common stock for resale.

Subject to certain terms and conditions, if the company does not
prepay the notes by July 31, 2003, the company is obligated to
issue additional shares of its common stock to the purchasers of
the notes. Additional shares also are required to be issued by the
company to the purchasers of the notes if there is a default by
the company under the terms of the notes.

The offering was made to accredited investors only.

The securities have not been registered under the Securities Act
of 1933 or any state securities laws and unless so registered may
not be offered or sold in the United States except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act of 1933 and
applicable state securities laws. This announcement is neither an
offer to sell nor a solicitation of an offer to buy any of these
securities.

                         *     *     *

                  Liquidity and Going Concern

In its Form 10-Q filed with the Securities and Exchange
Commission, the Company reported:

"The consolidated financial statements have been prepared assuming
that the Company will continue as a going concern.  The Company
has operating and liquidity concerns due to historically reporting
significant net losses and negative cash flows from operations.
As of March 31, 2003 and December 31, 2002, the Company had a
working capital deficiency of $2.4 million and working capital of
$1.0 million, respectivley, and an accumulated deficit of $263.0
million and $257.8 million, respectively.

"On March 28, 2003, we issued to Cheshire Associates, an affiliate
of one of our directors and principal stockholder, Mr. Kevin
Kimberlin, a short-term convertible promissory note in the amount
of $2.0 million, bearing interest at the rate of 8% per annum.  We
anticipate that the proceeds from the issuance of the March Note
will be sufficient to fund our planned operations, excluding
capital improvements and new clinical trial costs, only through
May 2003.  The March Note is convertible into either 1,626,016
shares of our common stock at a price of $1.23 per share (which
was the closing price of our common stock on March 27, 2003) or an
equal amount of such other securities that the Company may offer
in the future by means of a private placement to 'accredited
investors.'

On May 15, 2003, we issued to Cheshire Associates, an affiliate of
one of our directors and principal stockholder, Mr. Kevin
Kimberlin, a short-term convertible promissory note in the amount
of $1.0 million, bearing interest at the rate of 8% per annum.  We
anticipate that the proceeds from the issuance of the May Note
will be sufficient to fund our planned operations, excluding
capital improvements and new clinical trial costs, only into early
June 2003.  The May Note has a convertible feature still to be
determined in good faith negotiation prior to the 120 day
maturity.

"Notwithstanding the issuances of the March and May Notes, we will
continue to have limited cash resources.  Although our management
recognizes the imminent need to secure additional financing and
currently is negotiating with certain third parties the terms and
conditions of potential financing transactions, including the
private placement transaction described in the immediately
preceding paragraph, there can be no assurance that we will be
successful in consummating any such transaction or, if we do
consummate such a transaction, that the terms and conditions of
such financing will not be unfavorable to us.  The failure by us
to obtain additional financing before early June 2003, will have a
material adverse effect on us and likely result in our inability
to continue as a going concern.  As a result, our independent
auditors have concluded that there is substantial doubt as to our
ability to continue as a going concern for a reasonable period of
time, and have modified their report in the form of an explanatory
paragraph describing the events that have given rise to this
uncertainty regarding our 2002 annual consolidated financial
statements.

"These factors, among others, raise substantial doubt about the
Company's ability to continue as a going concern.  The
consolidated financial statements do not include any adjustments
relating to the recoverability and classification of asset
carrying amounts or the amount and classification of liabilities
that might result should the Company be unable to continue as a
going concern."


IMPERIAL PLASTECH: Laurentian Sells Debts to AG Petzetakis
----------------------------------------------------------
Richter & Partners Inc., in its capacity as interim receiver of
the assets and undertakings of Imperial PlasTech Inc. (TSX: Symbol
IPQ) and its subsidiaries, announced that it has been advised
that a letter agreement has been entered into between Laurentian
Bank of Canada and AG Petzetakis SA under which AGP has agreed to
purchase and Laurentian has agreed to sell all of the indebtedness
of Imperial PlasTech Inc. and its subsidiaries to Laurentian.

AGP is a multinational manufacturer of plastic pipes and hoses
whose shares are listed on the Athens Stock Exchange. The
obligation of AGP to complete the transactions contemplated by the
letter agreement is subject to a number of conditions including
satisfactory completion of due diligence. Closing is scheduled for
July 7, 2003.

As part of the letter agreement, AGP has elected to bring an
application forthwith after the closing and as early as July 8,
2003 for an initial order under the Companies' Creditors
Arrangement Act (Canada) and to proceed with a restructuring of
Imperial PlasTech through the CCAA process. Discussions are also
underway with the Toronto Stock Exchange with respect to the
current halt in trading of the shares of Imperial PlasTech with a
view to getting the halt lifted concurrent with the granting of an
initial order under the CCAA. There is however no assurance at
this time that the initial order under the CCAA will be obtained
or that the Toronto Stock Exchange will lift the halt at the
desired time.


LAKE TROP: US Trustee Sets First Creditors' Meeting for July 9
--------------------------------------------------------------
The United States Trustee will convene a meeting of Lake Trop, LLC
and its debtor-affiliates' creditors on July 9, 2003, at 2:00
p.m., in Room 550 of the Bible Building located in Las Vegas,
Nevada 89101. This is the first meeting of creditors required
under 11 U.S.C. Sec. 341(a) in all bankruptcy cases.

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

Lake Trop, LLC filed for chapter 11 protection on June 4, 2003
(Bankr. Nev. Case No. 03-16932).  David M. Crosby, Esq., at Crosby
& Nordstrom and Gregory L. Wilde, Esq., at Graham Wilde Harker &
Boggers, represent the Debtor in its restructuring efforts.  When
the Company filed for protection from its creditors, it listed
$14,800,000 in total assets and $8,000,278 in total debts.


LARRY'S STANDARD: Looks to FTI Consulting for Financial Advise
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Texas gave its stamp
of approval to Larry's Standard Brand Shoes, Inc.'s request to
employ FTI Consulting, Inc., as its Financial Advisors.

FTI's services are necessary to enable the Debtor to maximize the
value of its estates and to reorganize successfully.  Larry's is
convinced that FTI is well qualified and able to represent it in a
cost-effective, efficient and timely manner.

FTI will provide:

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

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

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

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

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

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

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

     h) assistance in the preparation of financial information
        for distribution to creditors and others, including, but
        not limited to, cash flow projections and budgets, cash
        receipts and disbursement analysis, analysis of various
        asset and liability accounts, and analysis of proposed
        transactions for which Court approval is sought;

     i) attendance at meetings and assistance in discussions
        with potential investors, banks and other secured
        lenders, the Creditors' Committee appointed in this
        chapter 11 case, the U.S. Trustee, other parties in
        interest and professionals hired by the same, as
        requested;

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

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

     l) assistance in the development and negotiation of a plan
        of reorganization;

     m) assistance in the evaluation and analysis of avoidance
        actions, including fraudulent conveyances and
        preferential transfers;

     n) litigation advisory services with respect to accounting
        and tax matters, along with expert witness testimony on
        case related issues as required by the Debtor; and

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

Lisa M. Poulin tells the Court that the customary hourly rates
charged by FTI personnel anticipated to be assigned to this case
are:

          Senior Managing Director              $525 - $595
          Directors / Managing Directors        $370 - $525
          Associates / Senior Associates        $185 - $365
          Administration / Paraprofessionals    $ 85 - $150

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.


LEAP WIRELESS: Reiterates Support of Local Number Portability
-------------------------------------------------------------
In a statement commenting on Verizon Wireless' announcement in
support of wireless number portability, Leap Wireless
International's (OTCBB:LWINQ) Chairman and CEO, Harvey White said,
"From day one, Leap has been a strong advocate and avid supporter
of number portability. We welcome Verizon Wireless to the fold as
an advocate of LNP. Clearly, Verizon is very well respected in the
industry, as well as being the largest wireless carrier, and we
believe that their significant voice will help further industry
support for number portability. It is our hope that Verizon
Wireless' announcement will serve as a signal that it's simply
time to stop the ongoing LNP battle and allow consumers the
benefits of number portability."

White continued, "Leap's perspective is that number portability
creates a result worth achieving not only for the consumer but
ultimately for the industry as well."

Leap, headquartered in San Diego, Calif., is a customer-focused
company providing innovative communications services for the mass
market. Leap pioneered the Cricket Comfortable Wireless(r) service
that lets customers make all of their local calls from within
their local calling area and receive calls from anywhere for one
low, flat rate. For more information, please visit
http://www.leapwireless.com

Leap filed for Chapter 11 protection on April 13, 2003, in the
U.S. Bankruptcy Court for the Southern District of California (San
Diego).

With Cricket(r) service, customers can make unlimited calls over
their service area for a low, flat rate. Cricket customers can
call long distance anywhere for a little more - just 8 cents per
minute to anywhere in the United States and just 18 cents per
minute anytime to anywhere in Mexico or Canada. The service offers
text messaging, voicemail, caller ID, three-way calling and call
waiting for a small additional monthly fee. The extra value
Cricket(r) Talk rate plan is $39.99 per month plus tax, which
includes unlimited local calls, 500 free minutes of U.S. long
distance and a three-feature package (including caller ID, call
waiting and three-way calling). Cricket service is an affordable
wireless alternative to traditional landline service, and appeals
to people completely new to wireless - from students to young
families and local business people. For more information, visit
http://www.mycricket.com


LIBERTY MEDIA: Shares Included On Zacks Brokerage Buy List
----------------------------------------------------------
Liberty Media (NYSE:L) stock is included on the coveted Zacks.com
Brokerage Firm Buy List portfolio. The stock is considered the
best large cap stocks to own for the long term according the Wall
Streets top players. View the entire list of stocks on the
Brokerage Firm Buy List at http://www.buylist1bw.zacks.com

Here is a synopsis of why the stock is on the Brokerage Firm Buy
List:

Liberty Media Corporation (NYSE:L) has an impressive portfolio of
media assets including; Starz Encore Group LLC, Discovery
Communications, Inc., and QVC Inc. Liberty may be the "possible
front-runner" in the bidding for the U.S. entertainment properties
of Vivendi Universal (NYSE:V). The company's bid also included
Universal Music Group as well as Vivendi's film and TV businesses,
which seemed to sweeten the offer. During the first quarter, total
subscription units increased by +18%, due to a +22% increase in
Encore/Thematic Multiplex units and a +2% increase in Starz!
units. Overall, SEG subscription units from cable increased by
+25% and DBS units increased by +9%. This diversified media
company looks to be on the right track and gaining steam. This
might be a great time to get on board with 3 of the top brokerage
firms already recommending Liberty as a Core Holding.

Zacks has developed many successful ways for individual investors
to profit from the stock picking prowess of Wall Street
professionals. The Brokerage Firm Buy List is yet another powerful
tool that investors can wield in order to improve their investment
results. This portfolio is comprised of the core stocks
recommended by at least 3 of the Top 15 brokerage firms. These are
the kind of large cap stocks that are best for long-term
investors. To learn more about the Brokerage Firm Buy List then
visit http://www.buylist2bw.zacks.com

Zacks.com is a property of Zacks Investment Research, Inc., which
was formed in 1981 to compile, analyze, and distribute investment
research to both institutional and individual investors. The
guiding principle behind our work is the belief that investment
experts, such as brokerage analysts and investment newsletter
writers, have superior knowledge about how to invest successfully.
Our goal is to unlock their profitable insights for our customers.
And there is no better way to enjoy this investment success, then
with a FREE subscription to "Profit from the Pros" weekly e-mail
newsletter. For your free newsletter, visit
http://www.freeprofit5bw.zacks.com

Liberty Media's 4.000% bonds due 2029 are currently trading at
about 69 cents-on-the-dollar.


LODGENET ENTERTAINMENT: Redeems All Remaining 10-1/4% Sr. Notes
---------------------------------------------------------------
LodgeNet Entertainment Corporation (Nasdaq: LNET) has called
for redemption of all of its 10-1/4% Senior Notes due 2006 that
remain outstanding after the expiration of the Company's tender
offer for the Notes. The Company already has repurchased
approximately 79% of the Notes pursuant to a tender offer that is
scheduled to expire at 12:00 midnight, EDT, on Monday, June 30,
2003.

The $32,030,000 aggregate principal amount of the Notes
outstanding, assuming no additional valid tenders are made prior
to the expiration date of the Company's tender offer for the
Notes, will be redeemed by LodgeNet on July 1, 2003 at a price of
102.563% of the aggregate principal amount, plus accrued and
unpaid interest through (but not including) July 1, 2003.  Payment
will be funded with a portion of the proceeds obtained from the
Company's issuance of $200 million principal amount of 9.50%
Senior Subordinated Notes due 2013.  Notes are to be presented to
the trustee, HSBC Bank USA, in its capacity as paying agent, in
accordance with the instructions set forth in the Notice of
Redemption dated June 25, 2003, that is being sent to all
remaining holders of outstanding Notes.

LodgeNet Entertainment Corporation -- http://www.lodgenet.com--
is the leading provider in the delivery of broadband, interactive
services to the lodging industry, serving more hotels and guest
rooms than any other provider in the world. These services include
on-demand digital movies, digital music and music videos,
Nintendo(R) video games, high-speed Internet access and other
interactive television services designed to serve the needs of the
lodging industry and the traveling public.  As the largest company
in the industry, LodgeNet provides service to 960,000 rooms
(including more than 900,000 interactive guest pay rooms) in more
than 5,700 hotel properties worldwide. More than 260 million
travelers have access to LodgeNet systems on an annual basis.
LodgeNet is listed on Nasdaq and trades under the symbol LNET.

As reported in Troubled Company Reporter's June 5, 2003 edition,
Standard & Poor's Ratings Services assigned its 'B-' rating to
LodgeNet Entertainment Corp.'s new $185 million senior
subordinated notes due 2013. The notes are issued under LodgeNet's
$225 million shelf registration filed May 2002. All existing
ratings, including the 'B+' long-term corporate credit rating, are
affirmed. The outlook remains stable.


MARLIN LEASING: Fitch Rates Series 2003-1 Class C Notes at BB
-------------------------------------------------------------
Fitch rates the Marlin Leasing Receivables VII LLC, Series 2003-1
(Marlin 2003-1) $197,290,000 class A notes 'A', the $15,090,000
class B notes 'BBB', and the $6,380,000 class C notes 'BB'. All
classes privately placed pursuant to Rule 144A.

The 'A' rating on the class A notes reflects the 15.75% initial
credit enhancement provided by the subordination of the class B
(6.50%) and class C (2.75%) notes, overcollateralization (5.75%),
the reserve account (0.75%), and residual realization proceeds.
The 'BBB' rating on the class B notes reflects initial credit
enhancement of 9.25% provided by the class C notes,
overcollateralization, the reserve account, and residual
realization proceeds.

The 'BB' rating on the class C notes is based on initial credit
enhancement of 6.50% provided by the reserve account,
overcollateralization, and residual realization proceeds. The
ratings address the payment of timely interest and ultimate
payment of principal in accordance with the terms of the legal
documents. The ratings also reflect the quality of the receivables
and the legal structure of the transaction.

The underlying pool of contracts backing the Marlin 2003-1 notes
consists primarily of small-ticket equipment leases. The issuer is
expected to acquire additional contracts, subject to certain
eligibility criteria, from Marlin Leasing Corporation during a
pre-funding period that has a maximum duration of three months and
is limited to 25% of the initial note balance.

At closing, a non-declining reserve account was established and
funded with a deposit of 0.75% of the maximum aggregate contract
principal balance. After closing, the reserve account is
structured to increase to 1.00% of the sum of the initial
aggregate contract principal balance plus the amounts deposited in
the pre-funding account. The account is a segregated trust account
established by the indenture trustee for the benefit of the
noteholders and may be used to pay interest and principal on the
notes to the extent that amounts on deposit in the collection
account are insufficient.

The initial discounted contract balance of Marlin 2003-1 is
approximately $180.4 million. At closing, the pool contains 23,600
contracts with a weighted average seasoning of approximately six
months. Prior to the prefunding period, major equipment types are
copiers (19.84%), telephone systems (8.03%), computers (7.73%),
water coolers (7.60%), and commercial and industrial equipment
(6.70%). No other single type of equipment makes up more than 6.0%
of the initial CPB. Geographic concentrations include California
(12.36%), Florida (9.04%), Texas (8.76%), New York (7.28%), and
New Jersey (6.04%). The average contract balance is $7,651.

Credit enhancement levels were based on an analysis of cash flow
models that reflected the structural nuances of the transaction.
Fitch analyzed static pool data and also took into consideration
Marlin's historical performance on four prior securitizations and
Marlin's total managed portfolio. Ultimately, credit enhancement
levels were sized to withstand multiples of static losses at each
rating level over the life of the transaction.

Located in Mount Laurel, NJ, Marlin originates and services small-
ticket commercial equipment leases to small business companies
through a nationwide network of vendors and brokers. Marlin has
satellite offices near Denver, Colorado, and Atlanta, Georgia.
Marlin was founded in June 1997.


METRISA INC: Strikes Pact to Sell Property & Assets to Galvanic
---------------------------------------------------------------
Galvanic Applied Sciences Inc., (GAV:TSX-V) has entered into a
definitive Purchase and Sale Agreement to acquire all the property
and assets of Metrisa, Inc. The transaction is expected to close
in late June or early July 2003 and is subject to TSX Venture
Exchange approval and to the approval of Metrisa's stockholders
and creditors.

Metrisa, Inc., headquartered in Bedford, Massachusetts, designs,
develops, manufactures and markets a portfolio of instrumentation
for measuring the properties of a wide variety of liquids and
certain gases for process analytical and environmental monitoring
applications under the Tytronics, Monitek, and Nametre brands.
Historically, revenues have been in the $5 to $6 million U.S.
range, with a gross margin of approximately a 50 to 55%. For the
last three years Metrisa has experienced losses, due to reduced
sales, lack of critical mass in challenging market conditions and
restructuring.

The acquisition cost is approximately $2.5 million U.S, which is
to be paid in cash at closing; plus a two-year earn-out provision,
relating to aggregate earnings in excess of $900,000 U.S. The
acquisition involves the purchase of all the manufacturing
business, including working capital estimated at $ 875,000 U.S.
fixed assets, research and development in progress, intellectual
property rights, and product distribution rights of Metrisa, Inc
and its wholly-owned German subsidiary Metrisa GmbH. The terms of
the agreement also provide that Galvanic remit $100,000 U.S. for
broker commissions. Metrisa, Inc., currently employs approximately
26 employees in the United States and Germany and Galvanic has
agreed to retain all employees for a period of six months.
Employment contracts will be entered into with two of the
principals of Metrisa. The Corporation will effect the U.S.
portion of the transaction through its wholly-owned subsidiary,
Galvanic Applied Sciences USA, Inc.

Galvanic Applied Sciences Inc., is an innovative electronic
technology company that develops instrumentation and manufactures
equipment for the natural gas processing and electronic
distribution market. Products include analyzers for sulfur and btu
measurement in gases and electronic volume correctors and
recorders used in combination natural gas meters. The acquisition
of Metrisa allows the Corporation to significantly expand its
product offerings and increase global market opportunities through
cross selling. Metrisa will bring to the Corporation additional
product development capabilities in the areas of sampling and
optical detection. The acquisition of Metrisa is the first step in
the goal of achieving sales growth through strategic acquisitions
that will add to the profitability of the Corporation.

                         *    *    *

               Liquidity and Capital Resources

In its Form 10-Q for the quarter ended June 30, 2002, the Company
reported:

"The ability of the Company to satisfy its obligations under
existing indebtedness will be primarily dependent upon its future
financial and operating performance and upon the Company's ability
to obtain further covenant amendments or waivers, if required, or
refinance borrowings or raise additional equity capital. On May 2,
2002, the Company obtained a waiver and amendment with respect to
its subordinated debt financing agreement with Finova Mezzanine
Capital, Inc., along with revised sales-based covenants for the
quarters ending March 31, June 30 and September 30, 2002. Prior to
obtaining the waiver and amendment, the Company was in violation
of the existing cash flow coverage covenant. This violation was
due in large part to recent sales falling below management's
expectations. Similar cash flow coverage covenants need to be met
for the quarters ending December 31, 2002, March 31, 2003 and
June 30, 2003. The Company reflects the Finova note as current
because there cannot be complete assurance that the Company will
be able to meet these covenants. Management plans aggressive sales
activities, and other cost reductions, and will continue to
negotiate with its lenders as needed in order to develop a
satisfactory longer term financing plan with respect to its debt
agreements, as well as explore other avenues to generate
sufficient liquidity. However, there are no assurances that these
initiatives will be successful or that any changes can be obtained
on acceptable terms."


MIRANT: Applauds FERC Decisions re Long-Term Contract Issues
------------------------------------------------------------
Mirant (NYSE: MIR) issued the following statements from Doug
Miller, the company's senior vice president and general counsel,
in response to the actions taken by the Federal Energy Regulatory
Commission (FERC):

    *  "Regarding the long-term contract issues, Mirant is very
       encouraged by [Wednes]day's decision regarding the sanctity
       of long-term contracts.  By taking this step, FERC
       continues to move forward in providing certainty and
       clarity to the market.

    *  "Mirant has said all along that its contracts were freely
       negotiated and reasonable, and that the complaints against
       the contracts should be dismissed.

    *  "Regarding the show-cause order issued [Wednes]day to
       Mirant related to its trading operations in the West, we
       stand ready and willing to explain to FERC that our actions
       in the Western markets constituted legitimate market
       behavior that did not take unfair advantage of any of the
       rules in place at the time.

    *  "Regarding FERC's investigation into bidding behavior above
       $250 per megawatt hour, we believe Mirant's bids that were
       made at or above that price reflected legitimate business
       behavior.  Mirant will cooperate fully with FERC in their
       investigation of the matter.

    *  "As we have clearly stated in the past, Mirant operates by
       the rules. We are confident our actions complied with the
       market rules set by the California Independent System
       Operator and by FERC."

Mirant is a competitive energy company that produces and sells
electricity in North America, the Caribbean, and the Philippines.
Mirant owns or controls more than 21,000 megawatts of electric
generating capacity globally.  The Company operates an integrated
asset management and energy marketing organization from its
headquarters in Atlanta.

A complete list of the Company's assets is available at
http://www.mirant.com

As reported in Troubled Company Reporter's June 25, 2003 edition,
Standard & Poor's Ratings Services lowered its corporate credit
ratings on energy provider Mirant Corp., and its subsidiaries to
'CC' from 'CCC', and revised its CreditWatch listing for the
corporate credit ratings to negative from developing.

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


MISSION RESOURCES: Continues Listing on Nasdaq National Market
--------------------------------------------------------------
Mission Resources Corporation (Nasdaq:MSSN) announced that a
Nasdaq Listing Qualifications Panel has determined to continue to
list the Company's common stock on The Nasdaq National Market and
the hearing file on the matter has been closed. The Panel reviewed
the entire record of information in making their decision. As of
June 24, 2003, the Company evidenced a closing bid price of at
least $1.00 per share for 10 consecutive trading days.

This brings to a close the events that began on January 28, 2003,
when Mission received a Nasdaq Staff Determination indicating that
the Company had failed to comply with Nasdaq's minimum bid price
requirement of $1.00 per share. As previously disclosed, Mission
attended an oral hearing before the Panel on June 5, 2003 in which
Mr. Robert L. Cavnar, chairman, president and chief executive
officer, and Mr. Richard W. Piacenti, executive vice president and
chief financial officer, detailed Mission's business plan for
achieving and sustaining compliance with the Nasdaq MarketPlace
Rules.

"We are delighted for our shareholders that this favorable
decision has been made," said Mr. Cavnar. "Our focus now is on our
2003 drilling program. As promised, we will be giving updates on
the drilling progress as results become available. We also
continue to work on further de-levering the balance sheet."

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

                         *    *    *

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

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


MISSISSIPPI CHEMICAL: Hires BMC as Claims and Noticing Agent
------------------------------------------------------------
Mississippi Chemical Corporation and its debtor-affiliates sought
and obtained approval from the U.S. Bankruptcy Court for the
Southern District of Mississippi to retain and employ Bankruptcy
Management Corporation as Notice, Claims and Balloting Agent.

The Debtors point out that the thousands of creditors and other
parties in interest involved in these chapter 11 cases will impose
heavy administrative and other burdens on the Court and the
Clerk's Office.  To relieve the Clerk's Office of these burdens,
the Debtors will employ BMC to:

     a. prepare and serve required notices in these chapter 11
        cases, which may include:

          i. notice of the commencement of these chapter I 1
             cases and the initial meeting of creditors pursuant
             to Section 341(a),

         ii. notice of the claims bar date,

        iii. notice of objections to claims,

         iv. notice of any hearings on a disclosure statement
             and confirmation of a plan of reorganization or
             liquidation, and

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

     b. after the mailing of a particular notice, file with the
        Clerk's Office a certificate or affidavit of service
        that includes a copy of the notice involved, an
        alphabetical list of persons to whom the notice was
        mailed, and the date and manner of mailing;

     c. assist Debtors in preparing their Statement of Assets
        and Liabilities and Statement(s) of Financial Affairs;

     d. receive, record and maintain proofs of claim and proofs
        of interest filed;

     e. create and maintain official claims registers,
        including, among other things, the following information
        for each proof of claim or proof of interest:

          i. the applicable Debtor,

         ii. the name and address of the claimant and any agent
             if the proof of claim or proof of interest was
             filed by an agent,

        iii. the date received,

         iv. the claim number assigned,

          v. the asserted amount and classification of the
             claim, and

         vi. status of claims or interest;

     f. implement necessary security measures to ensure the
        completeness and integrity- of the claims register;

     g. transmit to the Clerk's Office a copy of the claims
        register upon request and at agreed upon intervals;

     h. maintain an up-to-date mailing list for all entities
        that have filed a proof of claim or proof of interest,
        which list shall be available upon request of a party in
        interest or the Clerk's Office;

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

     j. record all transfers of claims pursuant to Federal Rule
        of Bankruptcy Procedure 30010(e) and provide notice of
        such transfers as required by Federal Rule of Bankruptcy
        Procedure 3001(e);

     k. act as balloting agent, which will include, without
        limitation:

          i. print solicitation materials and ballots including
             the printing of creditor and shareholder specific
             ballots,

         ii. prepare voting reports by plan class, creditor or
             shareholder and amount for review and approval by
             the Debtors and their counsel,

        iii. coordinate mailing of ballots, disclosure
             statement, and any plan of reorganization or
             liquidation or other appropriate materials to all
             voting and non-voting parties and provide affidavit
             of service,

         iv. establish a toll-free number to receive questions
             regarding voting on the plan, and

          v. receive and record ballots, inspect ballots for
             conformity to voting procedures, date stamp and
             number ballots consecutively, and certify the
             voting results;

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

     m. provide temporary employees to process claims, as
        necessary;

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

     o. perform such other administrative, technical, and
        support services related to the noticing, claims,
        docketing, solicitation, and distribution as Debtors or
        the Clerk's Office may request.

BMC President Sean Allen reports that the hourly rates for the
Engagement Support team are:

          Principals              $200 to $275 per hour
          Consultants             $95 to $200 per hour
          Case Support            $75 to $150 per hour
          Technology Services     $125 to $175 per hour
          Information Services    $40 to $75 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.


MOBILE PULLEY: Files Plan and Disclosure Statement in Alabama
-------------------------------------------------------------
Mobile Pulley, LLC has filed its Second Amended Disclosure
Statement for its Second Amended Liquidating Chapter 11 Plan with
the U.S. Bankruptcy Court for the Southern District of Alabama.
Full-text copy of the Debtors' Disclosure Statement is available
for a fee at:

  http://www.researcharchives.com/bin/download?id=030624025757

The Plan is a liquidating plan of reorganization for the Debtor.
The Plan provides for cash distributions to trade creditors and to
the Debtor's Employees.  The Plan designates 5 Classes of Claims
and 1 Class of Interests:
                                                Maximum
                                              Aggregate
Class         Claim/Interest  Treatment         Amount Recovery
-----         --------------  ---------      --------- --------
Unclassified  Administrative  Unimpaired      $500,000   100%
                Expense Claims

1             Secured Lenders Impaired       5,282,696    30%
               Claim

2             Secured Tax     Impaired          80,000   100%
               Claim

3             Employee Claims Impaired       1,725,000    18%

4A            General         Impaired       1,500,000    10%
               Unsecured Trade
               Claims

4B            Secured          Impaired      7,200,000     0.0%
               Deficiency
               Claims

5             Affiliate Claim  Impaired     20,000,000     0.0%

6             Equity Interests Impaired          --        0.0%
               in Debtor

Mobile Pulley, LLC, an Alabama company, is a leading producer of
large metal cast parts and machined components principally for use
as original and replacement parts in domestic and international
dredging industries.  The Company filed for chapter 11 protection
on September 25, 2002 (Bankr. S.D. Ala. Case No. 02-15612).  Kirk
A. Kennedy, Esq., at Jackson Walker LLP, represents the Debtor in
its restructuring efforts. As of July 31, 2002, the Company had
assets with a net-book value of $14.2 million and liabilities with
a net book value of $21.5 million.


MOUNTAIN CAPITAL: Fitch Affirms Class B-2 Notes' BB- Rating
-----------------------------------------------------------
Fitch Ratings has affirmed six classes of notes issued by Mountain
Capital CLO II LTD., (Mountain II). These affirmations are the
result of Fitch's annual review process. The following rating
actions are effective immediately:

        -- $325,000,000 class A-1 notes 'AAA';
        -- $45,000,000 class A-2 notes 'AAA';
        -- $50,000,000 class A-3 notes 'AA-';
        -- $25,000,000 class A-4 notes 'A-';
        -- $17,000,000 class B-1 notes 'BBB-';
        -- $10,000,000 class B-2 notes 'BB-'.

Mountain II is a collateralized loan obligation (CLO) primarily
consisting of senior secured loans, senior unsecured loans,
subordinate loans and less than 3% of structured assets. The CLO
has retained Mountain Capital Advisors as asset manager. Fitch has
reviewed in detail the performance of Mountain II. In conjunction
with this review, Fitch discussed the current state of the
portfolio with the collateral manager and their portfolio
management strategy going forward.

The transaction has been performing in accordance with
expectations despite $33.6 million or 7.06% of defaulted assets
(source: May 2003 trustee report).The structure is still in its
revolving period and passing each of its three
overcollateralization tests. Since close, the assets' weighted
average life has reduced from 6.5 to 4.3 years while their
weighted average spread has increased from 2.75% to 3.28%. The
notes issued by Mountain II are floating at a 0.74% weighted
average spread over three month LIBOR.

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

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


NATL CENTURY: Investors Sue Underwriters & Demand Note Buy-Back
---------------------------------------------------------------
A group of 187 bondholders filed a class action suit in the
Maricopa County Superior Court.  The Plaintiffs are suing
companies like JP Morgan Chase & Co., Bank One Corp. and Credit
Suisse First Boston in an effort to recover $1,400,000,000
following the collapse of National Century Financial Enterprises,
Inc.

Filed in Phoenix, Arizona, the lawsuit alleges that the banks
underwrote or acted as trustees of notes that National Century
used to defraud investors like the City of Chandler, Arizona,
insurance companies and pension funds.

The lawsuit names as defendants:

   -- Bank One, N.A.
   -- Bank One Corporation
   -- Bank One Capital Markets Inc.
   -- JP Morgan Chase Bank
   -- JP Morgan Chase & Co.
   -- JP Morgan Partners LLC
   -- Beacon Group LLC
   -- Beacon Group III - Focus Value Fund LP
   -- Credit Suisse First Boston Corporation
   -- PricewaterhouseCoopers, LLP
   -- Deloitte & Touche LLP
   -- Scott & Purcell Co. LPA
   -- Kuld Corp.
   -- E&D Investments, Inc.
   -- Lance K. Poulsen
   -- Barbara L. Poulsen
   -- Donald H. Ayers
   -- Harold W. Pote
   -- Eric R. Wilkinson
   -- Thomas W. Mendell
   -- Rebecca S. Parrett

The lawsuit demands that the bank, its trustees and other
defendants like National Century's auditors, Deloitte & Touche LLP
and PricewaterhouseCoopers LLP and former NCFE CEO Lance Poulsen,
buy back the issued notes for $1,400,000,000. (National Century
Bankruptcy News, Issue No. 18; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


NOBEL LEARNING: Lynn Fontana Steps Down as VP for Education
-----------------------------------------------------------
Nobel Learning Communities, Inc. (Nasdaq: NLCI), a leading
operator of private schools and education management services for
the pre-elementary through 12th grade market, announced that Lynn
Fontana, VP - Education, has resigned to join another firm in a
non-competitive situation.  Dr. Barbara Presseisen, former Chief
Education Officer of Nobel Learning Communities, has re-assumed
the role and is chairing the search committee to find a Chief
Education Officer that can take Nobel Learning Communities to the
next level in delivering a unique individualized learning
experience for the general education and special education
markets.

Nobel Learning Communities, Inc. operates 178 schools in 15 states
consisting of private schools and charter schools; pre-elementary,
elementary, middle, specialty high schools and schools for
learning challenged children clustered within established regional
learning communities.

As reported in Troubled Company Reporter's June 12, 2003 edition,
Nobel Learning Communities closed the senior debt refunding with
Fleet and Commerce Bank.

Jack Clegg, Chairman/CEO, stated that NLCI and their banks (Fleet
Bank and Commerce Bank) finalized the transaction to waive any
past covenant defaults and to reset the covenants based on the
current level of financial performance and expected future
performance.


NRG ENERGY: Brings-In Gray Plant as Special Corporate Counsel
-------------------------------------------------------------
NRG Energy, Inc., and its debtor-affiliates seek to employ Gray,
Plant, Mooty, Mooty & Benett as special corporate counsel in their
Chapter 11 cases, nunc pro tunc to May 14, 2003.

Gray Plant is a Minneapolis-based full-service law firm that
maintains a vigorous mergers and acquisition practice.  Gray
Plant's mergers and acquisition lawyers have assisted their
clients in the planning, structuring, negotiating and closing of
a vast number of complex acquisitions and divestitures.

Scott J. Davido, Esq., Senior Vice President, General Counsel of
NRG Energy, relates that Gray Plant has acted as lead counsel for
the Debtors on many significant corporate transactions and has
provided advice and counseling to the Debtors.  The Debtors have
selected Gray Plant as special corporate counsel because of:

    (a) Gray Plant's extensive experience in corporate matters,

    (b) Gray Plant's understanding of the Debtors' corporate
        matters and its longstanding relationship with the
        Debtors,

    (c) Gray Plant's familiarity of the Debtors' in-house legal
        staff with the quality and excellence of Gray Plant's
        work, and

    (d) Gray Plant's dedication to providing the Debtors with
        effective and efficient legal services.

Thus, Gray Plant has the necessary background, resources,
expertise, historical performance and dedication to assist the
Debtors by performing legal work in the special purpose area of
corporate matters.  The Debtors believe that Gray Plant is well
qualified and able to provide the requested services to the
Debtors in an efficient and timely matter.

The Debtors anticipate that Gray Plant will:

    (a) advise them regarding the structure of the
        divestitures of certain of their assets in light of
        constraints imposed by operational and financial
        agreements, tax consideration, regulatory restrictions and
        market conditions;

    (b) advise them with respect to purchase and sale
        agreements and related transactions;

    (c) assist them in the negotiation and documentation of
        purchase and sale agreements and related transactions;

    (d) assist them with all legal matters required to
        prepare for the "closing" of a sale of their
        assets, including negotiating and drafting the closing
        documents, obtaining necessary third party consents,
        filing the appropriate applications under federal
        antitrust law, obtaining required stale and local approval
        for a proposed transaction and completing all necessary
        pre-closing corporate matters;

    (e) assist them with the satisfaction of all conditions
        to the closing of a transaction; and

    (f) assist them with other appropriate legal matters as may be
        mutually agreed upon that fall within Gray Plant's
        expertise.

Because of Gray Plant's well-defined role as special corporate
counsel, Mr. Davido assures the Court, it will not duplicate the
services that other firms may provide to the Debtors.  Gray Plant
and the other firms will function cohesively to ensure that legal
services provided to the Debtors by each firm are not
duplicative.

Joseph T. Kinning, a member of Gray Plant, relates that the firm
intends to charge for its legal services on an hourly basis and
seek reimbursement of actual and necessary out-of-pocket
expenses.  Currently, the ordinary and customary hourly rates of
Gray Plant's professionals are:

          David C. Bahls           $325
          John G. Giudicessi        320
          Joseph T. Kinning         310
          Nancy Quattlebaum Burke   290
          David M. Morehouse        295
          Timothy J. Ewald          240
          Mark D. Williamson        245
          Raymond P. Hoffman        190
          Christopher A. Carlisle   160
          Melba R. Granlund         155

Gray Plant will also maintain detailed, contemporaneous records
of time and any actual and necessary expenses incurred in
connection with the rendering of the legal services described by
category and nature of the services rendered.  Accordingly, Gray
Plant intends to apply to the Court for payment of compensation
and reimbursement of expenses in accordance with applicable laws.

Mr. Davido tells the Court that the Debtors made payments to Gray
Plant aggregating $478,485 during the year immediately preceding
the Petition Date on account of fees and expenses incurred by
Gray Plant on matters relating to the Debtors.  The source of the
Prepetition Payments was the Debtors' operating cash.  The
Prepetition Payments do not constitute voidable preferential
transfers pursuant to Section 547 of the Bankruptcy Code, as each
Prepetition Payment was made in the ordinary practice between the
Debtors and Gray Plant.

Mr. Kinning assures Judge Beatty that Gray Plant has no
connection with the Debtors, their creditors, the U.S. Trustee or
any other party with an actual or potential interest in these
Chapter 11 cases.  Gray Plant does not hold or represent any
interest adverse to the Debtors or their estates with respect to
the matters on which Gray Plant is to be employed. (NRG Energy
Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


NUWAY MEDICAL: Files SEC Form 10-QSB for Quarter Ended March 31
---------------------------------------------------------------
NuWay Medical (OTC: NMED) has filed its Form 10-QSB for the
quarter ending March 31, 2003 with the Securities Exchange
Commission.

NuWay Medical, Inc. recently began to offer medical and health
related technology products and services with an initial focus on
the health and information software technology needs of the sports
industry.  The Company's primary product is its Player Record
Library System, a highly specialized electronic medical record and
workflow process software application designed to address the
information technology needs of the sports industry relating to
player health including the need for technology that facilitates
compliance with the Health Insurance Portability and
Accountability Act.

                          *    *     *

                 LIQUIDITY AND CAPITAL RESOURCES

In its Form 10-KSB filed with SEC, Nuway Medical reported:

"Cash and cash equivalents decreased by $440,302 to $521 at
December 31, 2002, reflecting the fact that the Company disposed
of its operating entities on October 1, 2002 and had earlier
begun a major change in strategy towards medical technology. As
a result, NuWay had no revenues in 2002 and was forced to consume
cash on hand to fund its new  operations.  Due to our limited
liquid  resources, among other things, our auditors have included
an explanatory paragraph in this report which expresses
substantial doubt about our ability to continue as a going
concern.

"At December 31, 2002, management believes the Company had no
debt obligations requiring future cash commitments other than as
follows: Significant debts at December 31, 2002 included $150,000
of convertible debentures, and a $1,120,000 note payable which was
purchased in March of 2003 by New Millennium Capital Partners,
LLC, an entity controlled by NuWay's president. On March 26, 2003,
the Board voted to convert  the note into equity of the Company at
a 37.5% discount to the current market rate.  Prior to issuing the
shares, and after receiving a NASDAQ staff determination letter
indicating that issuing the shares without shareholder approval
violated certain Nasdaq Marketplace Rules, the Board modified its
resolution to condition the conversion of the note into equity
on shareholder approval at the next shareholder meeting (scheduled
to take place in the third quarter of 2003).  As we have had, and
continue to have, limited cash resources, we have engaged
consultants to assist our company who are compensated in shares of
Company common stock. These agreements can generally be terminated
with fifteen-day notice."


ONE MORTGAGE PARTNERS: S&P Rates Class B-3 & B-4 at Low-B Levels
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to One
Mortgage Partners, LLC Mortgage Pass-Through Certificates, MPF
Shared Funding Program Series 2003-2 Trust's $523.080 million
certificates.

The ratings are based on a level of credit enhancement that meets
Standard & Poor's requirements given the quality of the loans,
distribution of the mortgaged properties, and legal structure
designed to minimize potential losses to certificateholders caused
by the insolvency of the issuer.

                        RATINGS ASSIGNED

One Mortgage Partners, LLC Mortgage Pass-Through Certificates, MPF
Shared Funding Program Series 2003-2 Trust

  Class                      Rating                   Amount ($)
  A-1                        AAA                     505,888,000
  A-2                        AA                        8,702,000
  B-1                        A                         3,564,000
  B-2                        BBB                       2,568,000
  B-3                        BB                        1,205,000
  B-4                        B                         1,153,000


PIONEER-STANDARD: Declares Regular Quarterly Cash Dividend
----------------------------------------------------------
Pioneer-Standard Electronics, Inc. (Nasdaq: PIOS) announced its
quarterly cash dividend on common stock of $0.03 per share,
payable August 1, 2003 to shareholders of record on July 7, 2003.

Pioneer-Standard Electronics, Inc. is one of the foremost
distributors and premier resellers of leading enterprise computer
technology solutions from HP, IBM and Oracle, as well as other top
manufacturers. The Company has a proven track record of delivering
complex servers, software, storage and services to resellers and
corporate end-user customers across a diverse set of industries.
Headquartered in Cleveland, OH, Pioneer-Standard has sales offices
throughout the U.S. and Canada.  For more information, visit
http://www.pioneer-standard.com

As reported in Troubled Company Reporter's May 29, 2003 edition,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Pioneer-Standard Electronics Inc., to 'B+' from 'BB-'
and removed it from CreditWatch, where it had been placed on
Jan. 14, 2003. The downgrade reflected a narrower business base,
the expectation of weak profitability measures in the near term,
and the expectation of a more acquisitive growth strategy.

At the same time, Standard & Poor's assigned its 'B+' rating to
Pioneer-Standard's $110 million senior unsecured revolving
credit facility maturing April 2006.


PRINCETON VIDEO: Court Approves Sale Procedures & DIP Financing
---------------------------------------------------------------
Princeton Video Image, Inc. (OTCBB: PVII) has received bankruptcy
court approval for Chapter 11 debtor-in-possession financing and
sale procedures for the sale of its assets pursuant to Section 363
of the U.S. Bankruptcy Code.

The financing agreement approved by the bankruptcy court is with
PVI Virtual Media Services, LLC, a newly formed entity owned by
PVI's two secured creditors and largest stockholders, that will
provide PVI with interim financing to fund its post-petition
operating expenses. PVI expects this debtor-in-possession
financing to allow the delivery of services to PVI's customers and
clients to continue without interruption during the bankruptcy
process.

The bankruptcy court has also approved a competitive bidding and
sale process for the sale of PVI's assets pursuant to Section 363
of the Bankruptcy Code. PVI has entered into an agreement with PVI
Virtual Media Services, LLC to sell substantially all of its
assets to PVI Virtual Media Services, LLC pursuant to Section 363
of the Bankruptcy Code. PVI expects that, upon consummation of the
asset sale, PVI will be liquidated pursuant to a plan of
liquidation which would be subject to the approval of the
bankruptcy court. In the event of a liquidation, any recovery for
shareholders of PVI would be highly unlikely and would depend on
the outcome of the competitive bidding procedure.

Princeton Video Image, Inc., provides real-time virtual
advertising, programming enhancements, virtual product integration
and targeted interactive services for televised sports and
entertainment events. PVI services the advertising industry with
its proprietary, Emmy award-winning technology. Headquartered in
New York City and Lawrenceville, New Jersey, PVI has offices in
Los Angeles, Toronto, Tel Aviv and Mexico City.


QWEST COMMS: Achieves 1 Million Mark in Long-Distance Lines
-----------------------------------------------------------
Qwest Communications International Inc. (NYSE: Q) -- whose
December 31, 2002 balance sheet shows a total shareholders' equity
deficit of about $1 billion -- announced it provides long-distance
service for 1 million customer lines across 12 states. In the few
months since Qwest began offering long-distance, consumers and
businesses have switched to Qwest for its competitive rates,
simple pricing and the convenience of one provider and one bill.

Qwest residential customers have been particularly responsive to
the Qwest Preferred Unlimited Plan(TM), which includes unlimited
direct dialed long- distance service for only $20 per month for
the first 12 months when purchased with a Qwest home phone service
package.

To thank its customers for helping Qwest reach this milestone,
Qwest randomly selected one residential customer from each of the
12 states where Qwest currently offers long-distance service. Each
recipient will be given a voucher for "long-distance" airline
travel within the continental United States.

"When we introduced Qwest long-distance to our customers, we
promised a variety of competitive choices, simple pricing and the
convenience of one bill," said Mark Pitchford, senior vice
president, Qwest consumer marketing. "We are thrilled to see such
a positive customer response thus far and look forward to
delivering long-distance as part of our service bundles to more
Qwest customers."

Small business customers have also responded enthusiastically to
the Qwest Long Distance Advantage offering. For small businesses,
Qwest offers simple pricing, the convenience of one bill and
additional savings for customers who purchase a package of Qwest
services. QLDA also includes discounted long-distance rates based
on the total monthly spending and term commitment with Qwest;
month-to-month and one-year term agreements; responsive customer
care; and no monthly fee.

"Consumers today demand a dynamic mix of competitive pricing and
features," said Courtney Munroe, vice president of telecom
services at IDC. "Qwest's achievement of one million lines in five
months demonstrates that it has heeded the call, and responded
with a commitment to quality that resonates with its customers."

Qwest currently provides long-distance service in Colorado, Idaho,
Iowa, Montana, Nebraska, New Mexico, North Dakota, Oregon, South
Dakota, Utah, Washington and Wyoming. The company expects to hear
from the Federal Communications Commission (FCC) on its filing in
Minnesota this week and will file for FCC approval in Arizona
within the next few months.

Visit the Qwest Web site at http://www.qwest.comfor more
information.

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.


READ-RITE: US Trustee to Meet with Creditors on July 16, 2003
-------------------------------------------------------------
The United States Trustee will convene a meeting of Read-Rite
Corp.'s creditors on July 16, 2003, at 11:00 a.m., at the Office
of the U.S. Trustee, 1301 Clay Street, Room 680N, Oakland,
California 94612.  This is the first meeting of creditors required
under 11 U.S.C. Sec. 341(a) in all bankruptcy cases.

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

Read-Rite Corp., headquartered in Fremont California, is one of
the world's leading independent manufacturers of magnetic
recording heads, head gimbal assemblies and head stack assemblies
for disk drives and tape drives. The Company filed for chapter 7
on June 17, 2003 (Bankr. N.D. Calif. Case No. 03-43576).
Katherine D. Ray, Esq., at Goldberg, Stinnett, Meyers and Davis,
represents the Debtor as it winds down its assets.  As of
March 30, 2003, the Debtor listed $192,771,000 in assets and
$179,661,000 in debts.


ROBOTIC VISION: Fails to Maintain Nasdaq Listing Standards
----------------------------------------------------------
Robotic Vision Systems, Inc. (RVSI) (NasdaqSC: ROBV) announced
that on June 18, 2003 it received a Nasdaq Staff Determination
letter indicating that RVSI fails to comply with the minimum
stockholders' equity requirement for continued listing set forth
in Marketplace Rule 4310(C)(2)(B), and that its securities are,
therefore, subject to delisting from The Nasdaq SmallCap Market.

RVSI is requesting a hearing before a Nasdaq Listing
Qualifications Panel to review the Staff Determination. While
RVSI's request will stay the delisting process until a final
determination is made, there can be no assurance the panel will
grant RVSI's request for continued listing on The Nasdaq SmallCap
Market. RVSI expects the hearing to be held in late July or early
August, and a decision to be made shortly thereafter.

Robotic Vision Systems, Inc. (NasdaqSC: ROBV) has the most
comprehensive line of machine vision systems available today.
Headquartered in Nashua, New Hampshire, with offices worldwide,
RVSI is the world leader in vision-based semiconductor inspection
and Data Matrix-based unit-level traceability. Using leading-edge
technology, RVSI joins vision-enabled process equipment, high-
performance optics, lighting, and advanced hardware and software
to assure product quality, identify and track parts, control
manufacturing processes, and ultimately enhance profits for
companies worldwide. Serving the semiconductor, electronics,
aerospace, automotive, pharmaceutical and packaging industries,
RVSI holds more than 100 patents in a broad range of technologies.
For more information visit http://www.rvsi.com

Robotic Vision Systems' March 31, 2003 balance sheet shows a
working capital deficit of about $16 million, and a total
shareholders' equity deficit of about $10 million.


ROGERS COMMS: Will Publish Second Quarter Results on July 17
------------------------------------------------------------
Rogers Communications Inc. (TSX: RCI.A and RCI.B; NYSE: RG) and
Rogers Wireless Communications Inc. (TSX: RCM.B; NYSE: RCN) plan
to release second quarter 2003 results the morning of Thursday,
July 17, 2003. The companies will host a conference call with the
financial community at 11:00 a.m. ET the same day to discuss their
operating results and outlook.

Those wishing to listen to the conference call should access the
live webcast on the Investor Relations section of Rogers' Web site
at http://www.rogers.comor http://www.rogers.com/webcast The
webcast will be available on Rogers' web site for re-broadcast
following the conference call for at least two weeks.

Members of the financial community wishing to ask questions during
the call may access the conference call by dialing (416) 641-6711
or (800) 440-1782 ten minutes prior to the scheduled start time
and requesting Rogers' second quarter 2003 earnings conference
call. A re-broadcast will be available following the conference
call by dialing (402) 977-9141 or (800) 633-8625, pass code
21147523.

Rogers Communications Inc. (TSX: RCI.A and RCI.B; NYSE: RG)
(S&P/BB+ L-T Corporate Credit Rating/Negative) is Canada's
national communications company, which is engaged in cable
television, Internet access and video retailing through Rogers
Cable Inc.; digital PCS, cellular, and wireless data
communications through Rogers Wireless Communications Inc.; and
radio, television broadcasting, televised shopping, and publishing
businesses through Rogers Media Inc.


SEA CONTAINERS: Exchange Offer for 9.50% & 10.50% Notes Extended
----------------------------------------------------------------
Sea Containers Ltd. (NYSE: SCRA, SCRB) --
http://www.seacontainers.com-- marine container lessor, passenger
and freight transport operator, and leisure industry investor, has
extended the exchange offer for its outstanding 9-1/2% Senior
Notes due 2003 and 10-1/2% Senior Notes due 2003, which commenced
on May 28, 2003, until 5:00 p.m., New York City time, on Friday,
June 27, 2003.

The date by which Notes may be tendered through the guaranteed
delivery procedure described in the exchange offer materials will
not be extended. Accordingly, certificates representing any Notes
tendered pursuant to the guaranteed delivery procedure must be
received by The Bank of New York, the exchange agent for the
exchange offer, not later than 5:00 p.m., New York City time, on
Monday, June 30, 2003.

As of 10:00 a.m. Wednesday, based on the information received from
the exchange agent for the exchange offer, approximately $22
million aggregate principal amount of the Notes has been tendered
for exchange.

Under the rules of the U.S. Securities and Exchange Commission,
Sea Containers has filed exchange offer materials with the
Commission and disseminated them to the holders of the Notes.
These materials may be obtained by contacting Georgeson
Shareholder Communications Inc., the information agent for the
exchange offer, 17 State Street, New York, New York 10004.  Banks
and brokers call 1-212-440-9800; U.S. noteholders call toll free
1-866-324-5897; and foreign noteholders call collect +44-207-335-
8700.

The exchange offer materials and other documents filed by Sea
Containers with the U.S. Securities and Exchange Commission also
are available at its public reference room at 450 Fifth Street,
N.W., Washington, D.C. 20549, or at the Commission's Web site
http://www.sec.gov  Investors are urged to read these materials
and documents carefully.

As previously reported, Standard & Poor's Ratings Services lowered
its ratings on Sea Containers Ltd., including lowering the
corporate credit rating to 'BB-' from 'BB'. Ratings remain on
CreditWatch with negative implications, where they were placed
Nov. 14, 2002.


SPIEGEL GROUP: Proposes 3% Credit Card Sale Break-Up Fee
--------------------------------------------------------
In connection with sale of their credit card accounts and credit
card accounts and the generated receivables, in the event that the
Stalking Horse does not ultimately make the highest bid at an
Auction, The Spiegel Inc., and its debtor-affiliates intend to
provide the Stalking Horse a break-up fee equal to the lesser of:

    -- 3% of the purchase price; or
    -- $150,000.

James L. Garrity, Jr., Esq., at Shearman & Sterling, in New York,
explains that the Debtors' ability to offer potential purchasers
a break-up fee benefits their estates and creditors.  The break-
up fee provides an incentive for potential bidders to submit or
increase their bids before the auction.  Hence, a higher floor is
established for further bidding.  Even if the Stalking Horse is
offered the Break-Up Fee and ultimately is not a successful
bidder, the Debtors and their estates will have benefited from
the higher floor established by the improved bid. (Spiegel
Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


STELCO INC: S&P Hatchets Ratings over Weakened Fin'l Performance
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on integrated steel producer Stelco Inc. to 'B' from
'BB-', senior unsecured debt rating to 'B-' from 'BB-', and
subordinated debt to 'CCC+' from 'B'. At the same time, the
ratings were removed from CreditWatch, where they were placed
April 29, 2003. The outlook is negative.

"The ratings on Stelco Inc. were lowered to reflect the company's
weakened business position and worsening steel market conditions,
which are expected to put pressure on the company's liquidity,"
said Standard & Poor's credit analyst Chris Timbrell. The rating
on the senior unsecured debt was notched down from the issuer
rating because the company's secured borrowings (including its
drawn and undrawn bank facilities) exceed 15% of the company's
tangible assets, resulting in the structural subordination of the
unsecured debt.

Hamilton, Ontario-based Stelco is the largest steel producer in
Canada, with both integrated and mini-mill production of rolled
and manufactured steel products at multiple production sites. In
2002, Stelco shipped 4.7 million tons of steel, equal to about
one-quarter of all Canadian steel consumption. About 85% of
Stelco's sales are in Canada, with the remainder primarily to the
U.S. Following a brief recovery in steel markets in 2002, prices
have declined substantially in 2003, and are not expected to
recover in the near term. Profit margins are being squeezed
further by higher energy costs, in particular natural gas, which
have increased production costs in the industry.

Stelco's competitive position has been weakened by the rising
Canadian dollar, which lowers the company's revenues and squeezes
operating margins. North American steel markets will also be
affected by the restructuring of some of the large U.S. steel
producers, which have emerged from Chapter 11 with substantially
lower labor and pension costs, improving their global
competitiveness. Although there has been speculation that the
restructurings may lead to more rational producer behavior, this
remains to be proven. Stelco's financial performance is expected
to be very weak in the remainder of 2003, with a cash loss
projected for the year. The company has identified a number of
actions it intends to take to reduce costs and conserve cash,
which should provide sufficient liquidity in the near term,
provided market conditions do not deteriorate further.

The negative outlook reflects the expectation that further
deterioration in steel market conditions, strengthening of the
Canadian dollar, and/or increases in energy costs could result in
a further reduction in the ratings on Stelco. To maintain the
current ratings, the company will have to demonstrate that it can
maintain adequate liquidity through careful cash management until
it is in a position to start generating positive operating cash
flows from operations, which will likely require a recovery in
steel prices from current levels.


SUMMIT CBO: S&P Further Junks Class B Notes Rating to CC
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A and B notes issued by Summit CBO I Ltd., a high-yield
arbitrage CBO transaction, and removed them from CreditWatch with
negative implications, where they were placed May 5, 2003.

The lowered ratings on the class A and B notes reflect factors
that have negatively affected the credit enhancement available to
support the rated notes since the previous downgrade May 31, 2002.
These factors include par erosion of the collateral pool securing
the rated notes and deterioration in the credit quality of the
performing assets within the pool.

Standard & Poor's notes that $53.032 million (or approximately
25.06%) of the assets currently in the collateral pool come from
obligors rated 'D', 'SD', or 'CC'. As a result of asset defaults
and credit risk sales at distressed prices, the par value ratio
for the transaction has deteriorated since the last rating action.
As of the May 18, 2003 trustee report, the senior par value ratio
test was failing with a ratio of 89.70%, versus the minimum
required ratio of 120.00% and an effective date ratio of
approximately 129.40%.

The credit quality of the collateral pool has also deteriorated
since the previous downgrade in May 2002. Currently, $11.5 million
(or approximately 7.25%) of the performing assets in the
collateral pool come from obligors whose ratings are on
CreditWatch negative. Of the performing assets in the pool, $31
million (or approximately 19.55%) come from obligors with ratings
in the 'CCC' range.

Standard & Poor's has reviewed current cash flow runs generated
for Summit CBO I Ltd. to determine the level of future defaults
the transaction can withstand under various stressed default
timing scenarios while still paying all of the rated interest and
principal due on the class A and B notes. After comparing the
results of these cash flow runs with the projected default
performance of the current collateral pool, Standard & Poor's
determined that the ratings assigned to the class A and B notes
were no longer consistent with the credit enhancement available,
resulting in the lowered ratings. Standard & Poor's will be in
contact with Summit Investment Partners, the collateral manager,
and will continue to monitor the future performance of the
transaction to ensure that the ratings assigned to the notes
remain consistent with the credit enhancement available.

     RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

                        Summit CBO I Ltd.

                Rating                     Balance (mil. $)
     Class    To     From               Original      Current
     A        B      BB-/Watch Neg      232              157
     B        CC     CCC-/Watch Neg     37                37


TELESYSTEM INT'L: Pursuing Share Consolidation Transaction
----------------------------------------------------------
Telesystem International Wireless Inc., has amended its share
capital and is sending the letters of transmittal to shareholders
to implement the one for five (1:5) consolidation of its common
shares. TIW expects the shares to be posted for trading on a
consolidated basis at the market opening on June 30, 2003. TIW
shares will continue to be listed on the Toronto Stock Exchange
under the symbol "TIW" and on the NASDAQ market under the symbol
"TIWI". The NASDAQ will however append a "D" to the ticker
("TIWID") for the first 20 trading days on consolidated basis.

Following the consolidation, the number of issued and outstanding
common shares will be reduced from 467,171,850 to approximately
93,434,370 while the number of issued and outstanding preferred
shares will remain unchanged at 35,000,000 but their conversion
ratio will be changed from 1 common share for each preferred share
to 1 common share for 5 preferred shares.

TIW (S&P/CCC+ Corporate Credit Rating/Positive) is a leading
cellular operator in Central and Eastern Europe with almost 4.1
million managed subscribers. TIW is the market leader in Romania
through MobiFon S.A. and is active in the Czech Republic through
Cesky Mobil a.s. The Company's shares are listed on the Toronto
Stock Exchange ("TIW") and NASDAQ ("TIWI").


TELESYSTEM INT'L: Unit Prices $225 Million Senior Notes Offering
----------------------------------------------------------------
Telesystem International Wireless Inc. announces that its indirect
subsidiary, MobiFon Holdings B.V., has priced its new
US$225,000,000 issue of Senior Notes due 2010.  The Notes bear
interest of 12.5% and are being offered at 97.686% of par for a
yield to maturity of 13%.  The closing of the offering is expected
on or around June 27, 2003.

MobiFon Holdings, incorporated in the Netherlands, holds TIW's
57.1% indirect equity interest in MobiFon S.A., a major provider
of GSM wireless telecommunications services in Romania.
Substantially all of the net proceeds from the offering, after
establishment of a debt service reserve account of US$28.1
million, will be used to repay intercompany loans made to MobiFon
Holdings by ClearWave N.V., MobiFon Holding's parent company and a
majority-owned subsidiary of TIW.  ClearWave will use the funds it
receives from MobiFon Holdings to repay outstanding indebtedness
to TIW and to make distributions to its shareholders.  TIW will
apply the funds it receives from ClearWave and its available cash
resources to repay in full its outstanding 14% Senior Guaranteed
Notes due December 2003.

The Notes have not been registered under the U.S. Securities Act
of 1933 and may not be offered or sold in the U.S. absent an
applicable exemption from the registration requirements of the
Act. The Notes will be offered in other jurisdictions in
accordance with rules permitting offerings to professional
investors or on a restricted basis.

TIW (S&P/CCC+ Corporate Credit Rating/Positive) is a leading
cellular operator in Central and Eastern Europe with almost 4.1
million managed subscribers. TIW is the market leader in Romania
through MobiFon S.A. and is active in the Czech Republic through
Cesky Mobil a.s. The Company's shares are listed on the Toronto
Stock Exchange ("TIW") and NASDAQ ("TIWI").


TRINITY INDUSTRIES: Sells $60-Mill. Preferreds to TI Investment
---------------------------------------------------------------
Trinity Industries, Inc., (NYSE: TRN) has issued, in a privately
negotiated transaction, $60 million of 5 year Series B Redeemable
Convertible Preferred Stock to TI Investment, LLC., a Delaware
limited liability company. TII is a private investment partnership
managed by Mr. Peter Jacullo of Ridgefield, Connecticut.  Trinity
plans to use the proceeds of the sale for general corporate
purposes.

The preferred stock has an annual dividend rate of 4.5% payable,
at the Company's option, in cash or common stock.  The preferred
stock is convertible into Trinity's common stock at a conversion
price of $22.46 per share and matures in 5 years.

"We are very pleased with the completion of this sale to an
investor who is very knowledgeable of the industries we serve.
This vote of confidence means a great deal to us," said Timothy R.
Wallace, Chairman, President and CEO.

"Our investment in Trinity complements other industrial
investments in our portfolio.  We have followed Trinity for
several years and we are impressed with their operational
expertise along with their market leadership positions. We have
been a shareholder for the last three years," stated Peter
Jacullo.

These shares of preferred stock were issued to TII under the
Company's shelf registration statement on Form S-3 (Registration
No. 333-96921).

Trinity Industries, Inc., with headquarters in Dallas, Texas, is
one of the nation's leading diversified industrial companies.
Trinity operates through five principal business segments: the
Trinity Rail Group, Trinity Railcar Leasing and Management
Services Group, the Inland Barge Group, the Construction Products
Group and the Industrial Products Group.  Trinity's Web site may
be accessed at http://www.trin.net

                          *    *    *

As previously reported, Standard & Poor's Ratings Services
assigned its preliminary triple-'B'-minus senior unsecured debt
rating and its preliminary double-'B'-plus subordinated debt
rating to Trinity Industries Inc.'s $150 million shelf
registration.

At the same time, Standard & Poor's affirmed its triple-'B'-
minus corporate credit rating on the general industrial
manufacturer.  The outlook remains negative.

Quarter-to-quarter for the past few years, Trinity's sales have
declined, debts have risen and the company's posted recurring
losses.


TRINITY IND.: S&P Says Preferred Sale Won't Affect Rating
---------------------------------------------------------
Trinity Industries Inc. (BB/Stable/--), based in Dallas, Texas,
announced that it has sold $60 million of five-year Series B
redeemable convertible preferred stock in a private sale to TI
Investment LLC. Standard & Poor's Ratings Services said the sale
has no effect on the company's ratings or outlook. Proceeds from
the sale will be used for general corporate purposes. The
preferred stock is convertible into common stock at a price of
$22.46 per share, and dividends, paid at an annual rate of 4.5%,
can be paid in cash or in common stock at the company's option.
Given that some equity credit is afforded to the preferred stock
issue, the transaction will modestly strengthen the company's
current capital structure. Debt leverage had increased following a
period of acquisition growth, high capital spending to grow its
leasing business, and protracted industry weakness. As market
conditions improve, debt leverage should diminish to more
appropriate levels for the rating, with debt to EBITDA of about
3x-3.5x.


UNITED AIRLINES: US Bank Demands $22 Mill. Admin Expense Payment
----------------------------------------------------------------
A Trust was established between United Airlines and the Trustee on
December 14, 2000.  The Trust issued certificates, which were
purchased by investors.  Proceeds from the certificates were used
by the trust to purchase equipment trust notes issued under an
indenture between United and the indenture trustee.  Class A-1
Equipment Notes were issued to the Class A-1 Pass Through Trust,
Class B-1 Equipment Notes were issued to the Class B-1 Pass
Through Trust and so on.  United is the lessor of Aircraft, which
secures the Equipment Notes.  Lease payments are passed through to
pay the Equipment Notes.

United, pursuant to Section 1110(a) of the Bankruptcy Code,
elected to perform its obligations under the 2000-2 EETC
Transactions.  The Debtors breached this commitment.  Thus, U.S.
Bank, as Trustee under the Pass Through Trust Agreement, asks the
Court to compel United to pay administrative expenses due under
the 2000-2 EETC Transaction.  Approximately $22,000,000 remains
due and outstanding.

     Tail No.   Missed Payment   Grace Period Rent     Total
     --------   --------------   -----------------     -----
     N119UA       $5,132,361         $243,939        $5,376,300
     N120UA        5,140,459          244,336         5,384,795
     N121UA        5,140,495          244,339         5,384,834
     N589UA        1,084,906           84,382         1,169,287
     N590UA        1,086,373           84,496         1,170,869
     N592UA          998,743           77,680         1,076,423
     N593UA          999,843           77,766         1,077,609
     N594UA        1,001,311           77,880         1,079,191
     N595UA        1,842,512           86,373         1,928,885

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 2000-2 EETC
Transaction.  The Debtors were required to make scheduled payments
to the EETC Trustee before March 22, 2003. The payments were not
made and the Debtors continue to use the Aircraft. (United
Airlines Bankruptcy News, Issue No. 21; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


USEC INC: S&P Revises Outlook on BB Credit Ratings to Stable
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on global
enriched uranium supplier USEC Inc., to stable from negative as
concerns about the emergence of a potential competitor have eased
somewhat.

At the same time, Standard & Poor's said that it has affirmed its
'BB' corporate credit rating on the company. Bethesda, Maryland-
based USEC has $500 million in debt.

"The outlook revision reflects diminished concerns regarding the
proposed Louisiana Energy Services Inc. enrichment facility, as
timing on the start-up of operations has become less certain and
support for the project by its consortium members appears to be
weakening," said Standard & Poor's credit analyst Dominick
D'Ascoli. "These concerns call into question whether or not the
facility will be built." Standard & Poor's said that the revision
further reflects the less challenging pricing environment for
enriched uranium resulting from previous capacity reductions and
trade actions.

Standard & Poor's ratings on USEC reflect the company's below-
average business position and poor profitability measures, which
are mitigated by its steady free cash flows and adequate liquidity
position. USEC is the world's leading supplier of enriched
uranium. The company provides uranium enrichment services, a step
in the transformation of natural uranium into fuel for nuclear
power plants.


VIRAGEN INC: Elects C. Richard Stafford to Board of Directors
-------------------------------------------------------------
Viragen, Inc. (Amex: VRA) has appointed Mr. C. Richard Stafford to
its Board of Directors.  Mr. Stafford brings over 40 years of
management experience from the legal, pharmaceutical and
investment banking industries.

Mr. Stafford was a Vice President in charge of mergers and
acquisitions for Carter-Wallace, Inc., a former New York Stock
Exchange-listed international pharmaceutical, diagnostics and
toiletries company. Carter- Wallace paid dividends for over one
hundred years until its acquisition in 2001 for more than $1.1
billion. He was involved in the restructuring and sale of the
company, which included the separation of the consumer products
from the pharmaceutical businesses.

Prior to joining Carter-Wallace, Mr. Stafford was President of
Caithness Corporation, an oil, gas and mineral exploration firm.
At this time, he also taught evening classes at New York Law
School. He has also served as a Vice President of Corporate
Finance at the global investment banker, Bear Stearns, as well as
the Director of Corporate Development of the Bristol-Myers Company
and as an Associate at Milbank, Tweed, Hadley & McCloy. He is a
cum laude graduate of Harvard College and a graduate of Harvard
Law School.

"Richard Stafford is an outstanding addition to Viragen's Board of
Directors, bringing vast experience from helping lead world-class
organizations in industries directly related to our business,"
stated Viragen's Chairman, Mr. Carl Singer. "We look forward to
working with him as we continue to implement commercial and
scientific strategies designed to build stockholder value."

Mr. Stafford stated, "As an emerging biotech company that is
initiating its drug sales program and has a portfolio of
technology that is progressing promisingly, Viragen represents a
particularly exciting opportunity. I look forward to working
closely with the Board in helping guide this company to evolve as
one of the elite in this challenging industry."

It was also announced today that Dr. Douglas Lind has volunteered
to redefine his duties as part of Viragen's ongoing restructuring
program to contain costs. The Board was pleased to accept his
offer to now serve as a consultant, advising in matters for
corporate strategy. Dr. Lind remains committed to working with
Viragen's Board and Senior Management on matters related to
financing, business development and other strategic activities. He
remains a member of the Board and adds valuable experience from
his former role as Senior Biotechnology Analyst from leading Wall
Street firms Morgan Stanley and PaineWebber.

In other Board related news, it was announced that Mr. Bryan King
has resigned from the Company's Board of Directors.

Viragen is a biotechnology company specializing in the research,
development and commercialization of natural and recombinant
protein-based drugs designed to treat a broad range of viral and
malignant diseases. These protein-based drugs include natural
human alpha interferon, monoclonal antibodies, peptide drugs and
therapeutic vaccines. Viragen's strategy also includes the
development of Avian Transgenic Technology for the large-scale,
cost-effective manufacturing of its portfolio of protein-based
drugs, as well as offering Contract Manufacturing for the
biopharmaceutical industry.

Viragen is publicly traded on the American Stock Exchange (VRA).
Viragen's majority owned subsidiary, Viragen International, Inc.,
is publicly traded on the Over-The-Counter Bulletin Board (OTC
Bulletin Board: VGNI). Viragen's key partners and licensors
include: Roslin Institute, Memorial Sloan-Kettering Cancer Center,
National Institutes of Health, Cancer Research UK, University of
Nottingham (U.K.), University of Miami, America's Blood Centers
and the German Red Cross. For more information, visit
http://www.Viragen.com

                         *     *    *

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

"Viragen, Inc. and its subsidiaries are engaged in the research,
development, manufacture and sale of a natural human alpha
interferon product designed to treat a broad range of viral and
malignant diseases. We are also researching and developing
recombinant protein-based drugs designed to treat a broad range
of cancers. Viragen's strategy also includes the development of
avian transgenics technology for large-scale, cost-effective
contract manufacturing of protein-based drugs.

"The accompanying unaudited consolidated condensed financial
statements include Viragen, Inc., Viragen International, Inc.
and all subsidiaries, including those operating outside the
United States of America. All significant transactions among our
businesses have been eliminated. The consolidated condensed
financial statements have been prepared in conformity with
accounting principles generally accepted in the United States,
which contemplate continuation of the Company as a going
concern.

"As of March 31, 2003 and June 30, 2002 our ownership interest
in Viragen International was approximately 72.8% and 70.2%,
respectively. If ViraNative, a wholly-owned subsidiary of
Viragen International acquired in September 2001, meets all of
the milestones under the acquisition agreement, our ownership
interest in Viragen International would be reduced to
approximately 59.2% assuming additional Viragen International
shares are not issued for any other purposes.

"The accompanying unaudited interim consolidated condensed
financial statements for Viragen have been prepared in
accordance with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, certain information and footnote
disclosures normally included in financial statements prepared
in accordance with accounting principles generally accepted in
the United States have been condensed or omitted. The balance
sheet at June 30, 2002 has been derived from the audited
financial statements at that date. Certain amounts in prior
year's consolidated condensed financial statements have been
reclassified to conform to the current year's presentation. The
reclassifications had no effect on previously reported results
of operations.

"For the fiscal year ended June 30, 2002, the report of our
independent auditors contains an explanatory paragraph
indicating substantial doubt as to our ability to continue as a
going concern, due to our financial condition. Our financial
condition has not improved subsequent to our fiscal year end. If
we are unable to raise additional debt or equity funding it will
be necessary for us to significantly curtail or suspend a
portion or all of our operations. No assurance can be given that
additional funding will be available. During fiscal 2002, 2001
and 2000, we incurred significant losses of approximately
$11,089,000, $11,008,000 and $12,311,000, respectively, and had
an accumulated deficit of approximately $96,120,000 as of March
31, 2003. Additionally, we had a cash balance of approximately
$69,000 and a working capital deficit of approximately
$1,930,000 at March 31, 2003. Management anticipates additional
future losses as it commercializes its natural human alpha
interferon product and conducts additional research activities
and clinical trials to obtain additional regulatory approvals.
Accordingly we will require substantial additional funding.
These factors, among others, raise substantial doubt about our
ability to continue as a going concern. The accompanying
consolidated condensed financial statements do not include any
adjustments relating to the recoverability and classification of
asset carrying amounts or the amount and classification of
liabilities that might result from the outcome of these
uncertainties."


VON KINGSTON: Union Reaches Wage Pact in Agency's Restructuring
---------------------------------------------------------------
The union representing registered nurses(RNs) and clerical staff
at the Victorian Order of Nurses, Eastern Lake Ontario Branch, has
reached an agreement that may help temporarily save the agency.

"No one ever wants to see wage rollbacks, but without the union's
agreement this agency may well have closed " says Cheri Dobbs,
representing CUPE Local 3932. "Certainly this is not a long-term
solution. The local Community Care Access Centre (CCAC) still does
not have sufficient funds to properly pay the VON for home visits.
The provincial government is responsible for creating a situation
where 1100 clients in the area are still at risk of losing home
care because the system remains chronically underfunded."

CUPE Local 3932's agreement on wages is part of a court-supervised
restructuring process intended to prevent the VON from declaring
bankruptcy. The agreement, if approved at a court hearing on June
26th, will be in effect until March 31st, 2004.

CUPE and community allies have been critical of the province's
introduction of a compulsory competitive bidding process for home
care. The union says the competitive bidding process diverts
already-limited resources away from patient care, and toward
administrative costs and profit generation.

"We've done our part," says Dobbs, "What will Health Minister Tony
Clement do? If the government does not clean up the mess they have
created with competitive bidding and underfunding of home care, we
and the patients who rely on us will be back in this exact
situation in a few months."

Before a recent round of layoffs, CUPE Local 3932 represented 90
RNs and 10 clerical staff at the VON, Eastern Lake Ontario Branch.


WALTER INDUSTRIES: Reduces Earnings Guidance for Second Quarter
---------------------------------------------------------------
Walter Industries, Inc. (NYSE: WLT) announced that its second
quarter earnings are expected to be in the range of 14 to 16 cents
per share, a reduction from earlier earnings guidance of 27 to 32
cents per share.

The revised second-quarter guidance principally reflects reduced
production at two of Jim Walter Resources' coal mines. Geologic
conditions that hampered production in the first quarter continued
to impact production in the second quarter at Mine No. 7.
Meanwhile, an extended longwall move in the second quarter reduced
production at Mine No. 5.  The Company anticipates that Jim Walter
Resources will return to more normal production levels in the
second half of the year.

"While we are disappointed with the performance at Jim Walter
Resources, we expect our core businesses of Homebuilding,
Financing and U.S. Pipe to have strong performances in the second
half of the year," said Don DeFosset, Chairman and Chief Executive
Officer of Walter Industries.

Based on the stronger performance anticipated in the core
businesses in the second half of the year, the Company expects
full-year earnings of $1.50 to $1.65 per share. This compares to
earlier guidance for the full year 2003 of $1.70 to $1.80.

The second-quarter and full-year outlooks exclude any potential
impact of restructuring and other charges/credits, including the
previously announced charge of approximately $6.5 million, or
$0.10 per diluted share, related to discontinuing manufacturing
operations at U.S. Pipe's foundry and casting plant in Anniston,
Alabama.

The Company will provide more details about its second-quarter
performance on Tuesday, July 29, when it releases its second-
quarter earnings report. Walter Industries Chairman and CEO Don
DeFosset and members of the Company's leadership team will discuss
quarterly results and other general business matters on a
conference call and live Webcast on Wednesday, July 30 at
9:00 a.m. Eastern time.

Walter Industries, Inc. is a diversified company with five
principal operating businesses and revenues of $1.9 billion.  The
company is a leader in homebuilding, home financing, water
transmission products, energy services, and specialty aluminum
products. Based in Tampa, Florida, the company employs
approximately 6,300 people. For more information about Walter
Industries, visit http://www.walterind.com

As reported in Troubled Company Reporter's March 10, 2003 edition,
Standard & Poor's Ratings Services assigned its 'BB' corporate
credit rating to Walter Industries Inc., and its preliminary 'BB'
rating to the company's $500 million senior secured credit
facility. The outlook is stable.


WASHINGTON MUTUAL: Fitch Rates Class B-4 and B-5 Certs. at BB/B
---------------------------------------------------------------
Fitch rates Washington mutual Mortgage Securities Corp.'s mortgage
pass-through certificates, series 2003-AR7 classes A-1 through A-
8, X, and R ($1.733 billion) senior certificates 'AAA'. In
addition, Fitch rates the class B-1 certificates ($18,718,000)
'AA', class B-2 certificates ($14,261,000) 'A', class B-3
certificates ($7,130,000) 'BBB', class B-4 certificates
($2,674,000) 'BB' and class B-5 certificates ($2,674,000) 'B'.
Class B-6 certificates are not rated by Fitch. The class B-4, B-5,
and B-6 certificates are being offered privately.

The 'AAA' rating on senior certificates reflects the 2.80%
subordination provided by the 1.05% class B-1 certificates, 0.80%
class B-2 certificates, 0.40% class B-3 certificates and 0.55%
privately offered class B-4, B-5, and B-6 certificates.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts. In addition, the ratings
reflect the quality of the mortgage collateral, strength of the
legal and financial structures, and Washington Mutual Mortgage
Securities Corp.'s servicing capabilities as master servicer.
Fitch currently rates Washington Mutual Bank, FA 'RMS2+' for
master servicing.

The mortgage loans provide for a fixed interest rate during an
initial period of approximately five years. Thereafter, the
interest rate will adjust annually based on the weekly average
yield on US Treasury Securities adjusted to a constant maturity of
one year (one-year CMT) plus a margin.

The trust is comprised of one group of 2,743 conventional, 30-year
5/1 hybrid adjustable-rate mortgage loans (ARMs) with an aggregate
principal balance of $1,782,734,145. The loans are secured by
first liens on residential properties. Approximately 82.1% of the
mortgage loans have interest only payments scheduled during the
initial 5-year period, with principal and interest payments
beginning on the first adjustment date. The average principal
balance as of the cut-off date is $649,921. The weighted average
loan-to-value ratio (LTV) is 63.9% and the weighted average FICO
score is 745. Cash-out refinance loans represent 27.28% of the
loan pool. The states that represent the largest portion of the
mortgage loans are California (62.12%), New York (5.20%), and
Illinois (5.03%).

None of the mortgage loans originated in the state of Georgia are
high cost or are governed under the Georgia Fair Lending Act
(GFLA).

The certificates are issued pursuant to a pooling and servicing
agreement dated June 1, 2003 among Washington Mutual Mortgage
Securities Corp., as depositor and master servicer, and Deutsche
Bank National Trust Company, as trustee. For federal income tax
purposes, an election will be made to treat the trust fund as two
real estate mortgage investment conduits (REMICs).


WEIRTON STEEL: Seeks $175-Million Emergency Steel Loan Guarantee
----------------------------------------------------------------
As a component of its reorganization plan, Weirton Steel Corp.
(OTC Bulletin Board: WRTLQ) will seek a $175 million loan by
applying for participation in the Emergency Steel Loan Guarantee
Program, also known as the "Byrd Bill."

Company Treasurer David Bordo will submit an application Monday to
the loan board in Washington, D.C.

"If the application is approved, we will work with a financial
institution to secure the loan. Since the onset of our bankruptcy
filing, our goal has been to reorganize and emerge quickly from
the court process. The loan would help us through our daily
expenditures as we work through the reorganization process as well
as help us build for our future," said John H. Walker, Weirton
Steel president and chief executive officer.

Last month, the company filed a voluntary petition to reorganize
under Chapter 11 bankruptcy protection.

Walker said if the loan request is granted, the funding will be
used to:

* Upgrade mill equipment: Given its financial condition before its
  bankruptcy filing and the need to conserve cash during the
  reorganization, the company conducted capital improvements at
  modest levels. The loan will help the company expand its
  program.

* Reduce debt: The loan will enable the company to reduce and
  refinance its $250 million debtor-in-possession financing
  facility.

* Finance the cost of emerging from bankruptcy: The loan will
  provide financing for the additional cost incurred to emerge
  from bankruptcy.

In 1999, U.S. Sen. Robert C. Byrd, D-W.Va., succeeded in passing
the loan guarantee program by including it as an amendment to an
appropriations bill. The program ensures lending institutions that
the federal government will insure between 85 to 95 percent of the
loan if a company fails to meet its repayment obligations.

The loan program resulted from the steel import crisis that lasted
from 1998 through early 2002.

"A team of management personnel has been working on the
application for several months. It's a difficult, time-consuming
process that requires us to demonstrate we can fulfill the
criteria for participating in the program, especially in terms of
repaying the loan," Walker said.

"The Byrd Bill program is set to expire at the end of this year.
We are concerned about the loan committee meeting and making its
decision before that time. Therefore, we've been working closely
with the board to expedite a decision and we are holding
discussions with the Bush administration to have the program
continue beyond the end of this year."

Weirton Steel submitted an initial steel loan application in 2000.
However, it stopped the process after the majority of lending
institutions set to loan the company $25 million withdrew their
commitments.

"We thank Sen. Byrd for his foresight in developing this program,
especially since the recent steel import crisis devastated so many
domestic steelmakers including the 36 others that filed bankruptcy
before we did. He truly understands the need for a strong domestic
steel industry, and his actions make it possible for steel
producers to get back on their feet," Walker commented.

On May 19, Weirton Steel filed to voluntary reorganize the company
in federal bankruptcy court in Wheeling, W.Va. The company cited
weak steel selling prices, overwhelming post-retirement
obligations, burdensome vendor contracts, the lingering effects of
steel imports, the effects of depressed market conditions and
competitors' low-cost operating methods for its decision to file.

Weirton Steel, which employs 3,500 people, is the sixth largest
U.S. integrated steel company and produces hot rolled, cold
rolled, galvanized and tinplate.


WEIRTON STEEL: Court Grants Injunction Against Utility Companies
----------------------------------------------------------------
Weirton Steel Corporation obtains electricity, water, natural gas,
telephone services and similar services through numerous accounts
with various utility companies in its normal business operations.
Accordingly, Weirton seeks to prevent these Utility Companies
from terminating services or requiring additional deposits or
other security in connection with the provision of services.

Section 366(a) of the Bankruptcy Code prevents utilities from
discontinuing, altering or refusing service to a debtor during
the first 20 days of a bankruptcy case.  However, upon expiration
of the Stay Period, a Utility Company has the option of
terminating its services if a debtor has not furnished adequate
assurance of payment.

Robert G. Sable, Esq., at McGuireWoods LLP, in Pittsburgh,
Pennsylvania, tells the Court that it is vitally important to
Weirton's business, and to its successful reorganization, that
utility services continue uninterrupted after the expiration of
the Stay Period.  If discontinued, Weirton's ongoing operations
would be severely disrupted and their reorganization efforts
jeopardized.

Mr. Sable points out that the Utility Companies already have
adequate assurance that postpetition invoices will be paid
because:

    (a) Weirton expects to have adequate liquidity under the
        terms of its debtor-in-possession financing to pay for
        postpetition utility services on a current basis, and

    (b) the Utility Companies are protected by their right to an
        administrative expense priority under Sections 503 and 507
        of the Bankruptcy Code for any unpaid postpetition utility
        services.

Weirton submits that no additional adequate assurances of payment
for postpetition utility services are warranted.

In this regard, Weirton sought and obtained a Court order
providing, inter alia, that:

    (a) absent any further Court Order, the Utility Companies are
        forbidden to discontinue, alter or refuse service on
        account of any unpaid prepetition charges, or require
        payment of a deposit or receipt of other security in
        connection with any unpaid prepetition date charges;

    (b) Weirton will immediately serve the Order on the Utility
        Companies via U.S. Mail;

    (c) a Utility Company may request additional assurance of
        payment in the form of deposits or other security after
        the expiration of 20 days after the Petition Date and, if
        Weirton believes that the Additional Assurance Request
        is not reasonable, Weirton will schedule a hearing
        before the Court to determine if additional assurance is
        necessary; and

    (d) a Utility Company will be deemed to have adequate
        assurance of payment until a further Court order is
        entered in connection with a Determination Hearing.
        (Weirton Bankruptcy News, Issue No. 3; Bankruptcy
        Creditors' Service, Inc., 609/392-0900)


WESTAR ENERGY: Appoints Mollie Carter & Arthur Krause to Board
--------------------------------------------------------------
Westar Energy has appointed two new directors to its board. They
are Mollie Hale Carter and Arthur B. Krause.

"I am pleased to welcome Mollie and Art as directors," said
Charles Q. Chandler, IV, Westar Energy chairman of the board.
"Their relevant experience complements that of our other board
members and expands our board's strengths and diversity."

Since 1996, Carter has been on the board of directors of Archer
Daniels Midland, where she chairs both the nominating and
corporate governance committees and serves on the audit committee.
She chairs the board of Sunflower Banks, Inc. of Salina, Kansas,
and is Vice President of Star A, Inc., a company with Kansas
agricultural and other investment interests held by her family.
She was formerly Senior Investment Officer of John Hancock Mutual
Life Insurance Company, in which capacity she directed lending
services to agribusinesses. She has a master of business
administration degree from Harvard Business School and graduated
from Dartmouth College with a bachelor's degree in economics.
Carter, her husband and two children reside in Shawnee Mission,
Kansas.

Krause retired from Sprint in June 2002, where he served as
Executive Vice President and Chief Financial Officer for 14 years.
In addition to his responsibilities for finance and accounting,
and large-scale transactions, he directed real estate portfolios
and supply chain functions, and at various times, information
technology and human resources. He had responsibility for up to
5,000 employees. During his 31-year career with Sprint and its
predecessor companies, Krause served in several other executive
positions: President of United Telephone, Eastern Group; Senior
Vice President of Administration for the United Telephone system;
and Vice President of Finance of United Telephone, Ohio. He
currently serves on two other boards: Inergy, a Kansas City-based,
publicly held firm in the retail propane business; and Call-Net
Enterprises, a publicly held Canadian company affiliated with
Sprint. He graduated from Marquette University with a bachelor of
science degree in accounting. Krause and his wife reside in
Leawood, Kansas.

Larry Irick, Vice President and General Counsel for Westar Energy,
has resigned as a member of the board of directors. Westar Energy
had previously reported that Irick would resign upon the
appointment of additional outside directors. Irick continues in
his position as Vice President and General Counsel. Jim Haines,
President and Chief Executive Officer, is the sole member of
management serving on the board of directors.

Westar Energy, Inc. (NYSE: WR) is the largest electric utility in
Kansas and owns interests in monitored security and other
investments. Westar Energy provides electric service to about
653,000 customers in the state. Westar Energy has nearly 6,000
megawatts of electric generation capacity and operates and
coordinates more than 36,600 miles of electric distribution and
transmission lines. The company has total assets of approximately
$6.6 billion, including security company holdings through
ownership of Protection One, Inc. (NYSE: POI) and Protection One
Europe. Through its ownership in ONEOK, Inc. (NYSE: OKE), a Tulsa,
Okla.- based natural gas company, Westar Energy has a 27.5 percent
interest in one of the largest natural gas distribution companies
in the nation, serving more than 1.9 million customers.

For more information about Westar Energy, visit http://www.wr.com

                         *   *   *

As reported in Troubled Company Reporter's April 2, 2003 edition,
Standard & Poor's Ratings Services said that its ratings on Westar
Energy Inc. (BB+/Developing/--) and subsidiary Kansas Gas &
Electric Co. (BB+/Developing/--) would not be affected by the
company's announcement of an annual loss of $793.4 million in
2002. The bulk of this charge had already been recorded in the
first quarter of 2002 and relates to valuation adjustments for the
impairment of goodwill and other intangible assets associated with
88%-owned Protection One Alarm Monitoring Inc., Westar Energy's
monitored security business.

The credit outlook is developing, indicating that ratings may be
raised, lowered, or affirmed.


WESTPOINT STEVENS: Bringing-In EYCF as Restructuring Advisors
-------------------------------------------------------------
WestPoint Stevens Inc., and its debtor-affiliates seek to employ
the financial advisory firm of Ernst & Young Corporate Finance LLC
to serve as their restructuring advisors in these Chapter 11
cases.

WestPoint Senior Vice President and Chief Financial Officer
Lester D. Sears tells the Court that the Debtors seek to employ
EYCF as restructuring advisors in accordance with the terms of
that certain letter agreement between the parties to provide
necessary reorganization and bankruptcy related services to
assist the Debtors in carrying out the duties and responsibilities
of a debtor-in-possession under the Bankruptcy Code.  The Debtors
believe that EYCF is uniquely qualified to serve as their
restructuring advisors during the course of their Chapter 11 cases
as EYCF is familiar with the Debtors and their businesses.

EYCF is a premiere financial advisory firm with special expertise
in bankruptcy, corporate reorganizations and related advisory
services.  The professional services that EYCF will render will
likely include:

      (i) advising and assisting the Debtors in assembling various
          reports required under the Bankruptcy Code, the Federal
          Rules of Bankruptcy Procedure, the local rules of the
          Bankruptcy Court, the United States Trustee Guidelines,
          and other applicable rules and orders, including certain
          of the required schedules of assets and liabilities,
          statements of financial affairs, and monthly operating
          reports;

     (ii) advising and assisting the Debtors' management on the
          development of the Debtors' business plans, cash flow
          forecasts, and financial projections;

    (iii) advising and assisting the Debtors' management in its
          preparation of financial information that may be
          required by the creditors and other stakeholders, and in
          coordinating communications with the parties-in-interest
          and their advisors;

     (iv) advising and assisting the Debtors to develop, prepare,
          and assemble various reports required by the Debtors'
          lenders, including, but not limited to, periodic reports
          required by the interim and final orders of the
          Bankruptcy Court authorizing postpetition financing and
          the use of cash collateral; and

      (v) other services as the Debtors or their counsel may deem
          necessary and agreed to by EYCF.

Mr. Sears states that all services performed by EYCF will be at
the request of the Debtors' management or its counsel and EYCF
will seek to avoid any duplication of services provided among the
various professionals retained in this case, specifically in
regards to the services to be provided by Rothschild, Inc., the
Debtors' financial advisor and investment banker.  In general
terms, EYCF's focus will be in assisting the Debtors in the
analysis, preparation, collation and reporting of information to
various constituencies, including Rothschild.

The Debtors desire to obtain approval of EYCF's employment on a
comprehensive basis to allow the Debtors the flexibility to seek
specific services from EYCF on an as-needed/case-by-case basis to
be determined by the Debtors.

EYCF Managing Director David S. Miller assures the Court that the
managing directors, directors, vice presidents, associates,
analysts and other professionals of EYCF do not have any
connection with or any interest adverse to the Debtors, their
creditors, or any other party-in-interest, or their attorneys or
accountants.  However, Mr. Miller discloses that EYCF 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 America, Bank of New York, Bank of Nova Scotia, Bankers
       Trust Co., Barclays Bank plc, Bear Stearns, CIT Group,
       Congress Financial Corporation, Equitable Life Assurance
       Company, First Chicago-Bank One, Fleet Bank, GE Capital
       Corp., Merill Lynch, Oak Hill Securities Fund, Societe
       Generale, SunTrust Bank, 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.

Within the one-year period preceding the Petition Date, Mr. Miller
informs the Court that EYCF received payments from the Debtors
totaling $218,000 for professional services rendered and expenses
incurred by EYCF.  In addition, EYCF holds a $200,000 retainer for
payment of professional services to be rendered and expenses to be
incurred after the commencement of and with respect to this
Chapter 11 case.

The Debtors propose to pay EYCF its customary hourly rates in
effect from time to time and to reimburse the Firm for all actual
and necessary expenses incurred.  EYCF's current hourly rates are:

       Managing Directors               $575 - 595
       Directors                         475 - 545
       Vice Presidents                   375 - 440
       Associates                        320 - 340
       Analysts                          275
       Client Service Associates         140
(WestPoint Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


WHEELING-PITTSBURGH: Enters New Sr. Exec. Employment Agreements
---------------------------------------------------------------
While many constituencies have contributed to the success of
obtaining confirmation of Wheeling-Pittsburgh Steel Corp.'s Plan,
the efforts of the Debtors' senior management have been critical.
Most, if not all, of these executives have been asked to assume
new and challenging responsibilities in connection with the
Debtors' reorganization.  In many cases, the effects of staffing
reductions have increased these burdens.

These increased demands have come at a time of unusual stress for
senior management.  The Debtors' financial condition has
significantly reduced job security.  In addition, senior
management has seen its compensation decline substantially through
the loss of incentive compensation and voluntary salary reductions
and deferrals.  But while the consummation of the Plan will mark
the end of one period of unparalleled uncertainty and hardship for
the Debtors and their senior management, it will also mark the
commencement of another similar period.  The cornerstone of the
Debtors' operational strategy after emergence, and one of the
pillars of the Plan, is a massive reconfiguration of the Debtors'
production facilities.  The New Business Plan will transform the
Debtors' operations from integrated steel production to one more
closely resembling that of a mini-mill. Mini-mills produce steel
by melting scrap in electric furnaces and typically enjoy
competitive advantages like lower capital expenditures for
construction of facilities, lower raw material costs, and limited
ongoing capital to sustain operations.  The Debtors will seek to
accomplish this transformation through the idling of their No. 1
Blast Furnace and their smaller Coke Batteries 1, 2 and 3, and the
construction of the electric arc furnace.  Construction and
installation of the electric arc furnace is projected to require
18 months from the Plan confirmation date.  The Debtors believe
that the EAF will be operational in November 2004 and reach full
capacity in May 2005.  On this schedule, the Debtors will plan to
close the Blast Furnace and the Coke Batteries, which are their
most capital-intensive facilities, towards the beginning of 2005.

Emergence from Chapter 11 and the implementation of the New
Business Plan will result in a period of change and uncertainty.
Stable, experienced management who are familiar with the Debtors
and the New Business Plan will be critical to the Debtors' success
during this period.  Consequently, the Debtors have determined
that to retain senior management through the implementation of the
New Business Plan, it is essential that the Debtors' senior
officers be provided with the security of the proposed Employment
Agreements.

                 Terms of the Employment Agreements

The Debtors propose to enter into Employment Agreements with
certain key senior officers of WPSC.  By this motion, the Debtors
seek the Court's authority to execute and perform under these
Employment Agreements.  The central features of the Employment
Agreements are:

       (a) Term: Three years from the Effective Date of the Plan,
           unless terminated;

       (b) Automatic Renewal: The Employment Agreements will
           automatically renew for an additional two years on the
           third anniversary of the Plan Effective Date unless
           terminated by either party upon 60 days' written
           notice prior to the initial term;

       (c) Compensation: Includes base salary; a bonus of
           one-half of the employee's then salary at the time
           WPSC has successfully started, in the judgment of
           WPSC's board of directors, the operation of its
           Electric Arc Furnace; shares of restricted stock in
           accordance with the terms of WPSC's 2003 Management
           Restricted Stock Plan; other fringe benefits
           maintained by WPSC for its senior executive officers,
           such as medical, dental, 401(k), accident, disability
           and life insurance benefits; four weeks vacation per
           year; and annual contribution of not less than $25,000
           to a program of insurance or similar arrangement
           intended to provide supplemental pension and death
           benefits to or for the benefit of the employee;

       (d) Indemnification: WPC and its subsidiaries and
           affiliates will indemnify the employee to the maximum
           extent permitted by law and regulation in connection
           with any liability, expense or damage which the
           employee incurs as a result of the employee's
           employment and positions with WPSC and its current or
           future subsidiaries, provided that the employee will
           not be indemnified with respect to any matter as to
           which he will have been adjudicated in any proceeding
           not to have acted in good faith in the reasonable
           belief that his action was in the best interest of
           WPSC and its subsidiaries.  Expenses incurred by the
           employee in defending a claim, action, suit,
           investigation or proceeding will be paid by WPSC in
           advance of the final disposition thereof upon the
           receipt by the WPSC of an undertaking by the employee
           to repay such amount if it will ultimately be
           determined that he is not entitled to be indemnified;

       (e) Termination: The Employment Agreement and the
           employee's employment may be terminated in these
           circumstances:

               (i) Death;

              (ii) As a Result of Disability.  In such event,
                   the employee will continue to receive base
                   salary and benefits until the earlier of his
                   death or the date the employee becomes
                   eligible for disability income under WPSC's
                   then applicable long-term disability plan or
                   workers' compensation insurance plan;

             (iii) By WPSC for "cause";

              (iv) By WPSC Other Than For Cause.  If the
                   employee's employment is terminated without
                   cause, the employee will be entitled to an
                   amount equal to one times his then base
                   salary; and

               (v) By Employee.  In the event employee gives
                   notice within six months following a change
                   of control, or for and within sixty days of
                   having good reason, he will be entitled to
                   receive an amount equal to two times his then
                   salary payable in a single lump sum within
                   thirty days of termination, and health care
                   continuation.

The Employment Agreements also provide for these base salaries --
which are unchanged from the senior officers' current base
salaries:

      James G. Bradley                                   $400,000
      President & CEO

      Paul J. Mooney                                      275,000
      Executive Vice President & CFO

      Donald E. Keaton                                    180,000
      Vice-President
      Steel Manufacturing & Procurement

      Harry L. Page                                       170,000
      Vice-President
      Engineering, Technology & Metallurgy

      Daniel C. Keaton                                    165,000
      Senior Vice-President
      Human Resources & Public Relations

      John W. Testa                                       156,000
      Senior Vice-President
      Chief Restructuring Officer & Corporate Secretary

      Steven Sorvold                                      140,000
      Vice-President
      Commercial
(Wheeling-Pittsburgh Bankruptcy News, Issue No. 42; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


WILBRAHAM: S&P Junks Class B-1, B-2 & C Note Ratings to CCC-/CC
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A, B, and C notes issued by Wilbraham CBO Ltd., managed by
David L. Babson & Co. Inc., and removed them from CreditWatch with
negative implications, where they were placed April 7, 2003.

The lowered ratings reflect factors that have negatively impacted
the credit enhancement available to support the rated notes since
the transaction was downgraded in September 2002. These factors
include par erosion of the collateral pool securing the rated
notes, a downward migration in the credit quality of the assets
within the pool, and a deterioration in the weighted average
coupon generated by the performing fixed-rate assets within the
collateral pool.

The principal coverage test ratios for Wilbraham CBO Ltd. are out
of compliance and continue to deteriorate. As of the May 2, 2003
monthly trustee report, the class A principal coverage test ratio
was 118.10% (the required minimum is 120.00%) versus a ratio of
120.40% in September 2002. The class B principal coverage test
ratio was 104.50% (the required minimum is 113.00%) versus a ratio
of 107.30% in September 2002. The class C principal coverage test
ratio was 96.58% (the required minimum is 106.50%) versus a ratio
of 99.85% in September 2002.

The credit quality of the collateral pool has also continued to
deteriorate. Currently, $23,468,611 (or approximately 7.87% of the
collateral pool) has defaulted. In addition, $36,576,449 (or
approximately 13.32%) of the performing assets in the collateral
pool come from obligors with Standard & Poor's ratings currently
in the 'CCC' range, $6,000,000 (or approximately 2.18%) of the
performing assets in the collateral pool in the collateral pool
come from obligors with Standard & Poor's ratings currently in the
'CC' range, and $43,161,482 (or approximately 15.71%) of the
performing assets within the collateral pool come from obligors
with Standard & Poor's long-term corporate credit ratings on
CreditWatch negative.

Finally, the weighted average coupon generated by the performing
fixed-rate assets within the collateral pool has trended downward.
Currently, the weighted average coupon of the performing fixed-
rate assets is 9.42% versus 9.61% as of the last rating action in
September 2002.

Standard & Poor's has reviewed the current cash flow runs
generated for Wilbraham CBO Ltd. to determine the future defaults
the transaction can withstand under various stressed default
timing scenarios, while still paying all of the rated interest and
principal due on the rated notes. Upon comparing the results of
these cash flow runs with the projected default performance of the
current collateral pool, Standard & Poor's has determined that the
ratings previously assigned to the notes were longer consistent
with the credit enhancement currently available resulting in
the lowered ratings. Standard & Poor's will continue to monitor
the performance of the transaction to ensure the ratings assigned
to the notes remain consistent with the credit enhancement
available.

        RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

                         Wilbraham CBO Ltd.

     Class       Rating                      Balance ($ mil.)
               To       From                 Orig.       Current
     A-1       A+       AA+/Watch Neg      252.000      221.281
     A-2       BBB-     A+/Watch Neg        19.000       19.000
     B-1       CCC-     BB-/Watch Neg        8.000        8.324
     B-2       CCC-     BB-/Watch Neg       21.000       23.024
     C         CC       CCC-/Watch Neg      19.500       22.215


WILLIAMS COS.: Terminates Asset Sale Pact with Enbridge Energy
--------------------------------------------------------------
Williams (NYSE: WMB) and Enbridge Energy Partners, L.P. (NYSE:EEP)
have mutually agreed to terminate an agreement for the sale by
Williams of certain South Texas natural gas transmission lines to
Enbridge Partners.

Subsidiaries of Enbridge Inc. (NYSE: ENB; Toronto) agreed in
October 2001 to purchase the assets for approximately $41 million,
conditional upon approval by the Federal Energy Regulatory
Commission that Williams could abandon the facilities to Enbridge
and upon a finding that the assets would not be subject to FERC
jurisdiction under the Natural Gas Act after the sale. In October
2002, Enbridge assigned this purchase to Enbridge Energy Partners,
L.P. in conjunction with the transfer of other assets to Enbridge
Partners.

On May 2, 2003, FERC issued an order denying the abandonment of
the South Texas system, which reversed a previous ruling granting
the necessary approvals.  This decision effectively prevents the
sale from proceeding under the terms of the purchase and sale
agreement.

Williams intends to pursue an alternative transaction with
Enbridge Partners or other buyers under a structure that is
responsive to the May 2 FERC order.  The South Texas system
includes unregulated gathering systems and 492 miles of FERC-
regulated pipelines.  The two regulated pipelines run from close
to the Texas-Mexico border near Laredo, Texas, and McAllen, Texas,
to Transco Station 30 where they connect with Williams' Transco
mainline.

Two related transactions involving assets not subject to FERC
regulation that closed in January 2002 remain in effect.  Those
transactions involved the sale by Williams to Enbridge of one gas
treating plant, one processing plant and a gathering system.
These assets also were assigned to Enbridge Partners in October
2002.

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

Enbridge Energy Partners, L.P. owns the U.S. portion of the
world's longest liquid petroleum pipeline and is active in natural
gas gathering, processing and wholesale marketing.  Enbridge
Energy Company, Inc., an indirect wholly owned subsidiary of
Enbridge Inc. of Calgary, Alberta, holds an approximate 13 percent
interest in the Partnership.  The Partnership's Class A Common
Units are traded on The New York Stock Exchange under the symbol
"EEP".  More information is available at
http://www.enbridgepartners.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.


WILLIAMS COS.: Amends Request for Northwest Pipeline Project
------------------------------------------------------------
A unit of Williams (NYSE: WMB) (S&P/B+/Negative) filed an
application with the Federal Energy Regulatory Commission seeking
to amend the certificate for a previously approved Northwest
Pipeline project.

The Everett Delta Project was originally approved by the FERC on
Oct. 25, 2001.  As currently certificated, the project includes
approximately 9 miles of 20-inch lateral pipeline in Snohomish
County, Wash., to be constructed, owned and operated by Northwest
Pipeline to provide natural gas to a proposed power plant and
additional service to the local distribution company, Puget Sound
Energy.

After issuance of the certificate, the power plant project was
canceled. In April 2003, Northwest and PSE announced a revised
Everett Delta Project designed to increase the reliability of the
utility's natural gas system in western Washington.

Wednesday's filing asks the commission to amend the certificate to
construct and operate 9.15 miles of 16-inch pipeline and related
facilities to provide approximately 113,100 dekatherms per day of
natural gas for PSE's growing distribution requirements.

Northwest proposes to allow PSE to be the passive owner of the
lateral and meter station facilities, with Northwest leasing and
operating the facilities as part of its interstate transmission
system for five years.  Northwest is also seeking pre-granted
abandonment upon expiration of the lease, at which time PSE will
begin operating the line as part of its local distribution system.

Construction on the $25 million project is scheduled to begin next
summer. The facilities would be placed in service prior to the
2004-2005 winter heating season.

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


WINSTAR COMMS: Ch. 7 Trustee Wants Nod for Wam!Net Settlement
-------------------------------------------------------------
Winstar Communications' Chapter 7 Trustee Christine C. Shubert
asks the Court to approve a settlement agreement by and between
the Trustee and Wam!Net Inc. pursuant to Rule 9019 of the Federal
Rules of Bankruptcy Procedure.

L. Jason Cornell, Esq., at Fox Rothschild O'Brien & Frankel LLP,
in Wilmington, Delaware, informs the Court that prior to the
Petition Date, the Debtors and Wam!Net entered into a series of
agreements, pursuant to which the Debtors acquired from Wam!Net:

    1. that certain subordinated promissory note amounting to
       $7,500,000 bearing interest at the rate of 12.75% per annum
       and payable over 36 months commencing on January 15, 2003;

    2. 85,000 shares of Wam!Net's Class E Convertible Preferred
       Stock;

    3. 60,000 shares of Wam!Net's Class H Convertible Preferred
       Stock; and

    4. 2,500,000 warrants to purchase Wam!Net common stock.

The Trustee has asserted that payments are due and outstanding
under the Wam!Net Note.  Wam!Net has asserted various defenses to
the obligations it may owe under the Wam!Net Note.  As a result,
a dispute has arisen between the Trustee and Wam!Net in connection
with the obligations under the Wam!Net Note.

Mr. Cornell states that the Trustee and Wam!Net explored and took
contrary positions with respect to the amounts the Trustee might
be owed under the Wam!Net Note.  However, after engaging in
extensive good faith settlement negotiations, the Trustee and
Wam!Net have agreed to resolve all claims that the Trustee and
Wam!Net may have against each other in connection with the Wam!Net
Note, the Wam!Net Securities, and any and all other matters, known
or unknown, through entering into a settlement agreement, which
provides, inter alia:

    1. In full satisfaction of the Wam!Net Note, Wam!Net will pay
       the Trustee $1,500,000;

    2. The Trustee will deliver to Wam!Net the certificates
       representing the Wam!Net Securities; and

    3. The parties agree to mutually release each other from any
       and all claims, except for the obligations detailed in the
       Settlement Agreement.

Mr. Cornell tells the Court that the Trustee is obligated to
maximize the value of the estate and make her decisions in the
best interests of all of the creditors of the estate.  The Trustee
believes, in her business judgment that the approval of the
Settlement Agreement would best serve the interests of the estate
and all of the creditors, especially in light of the cost,
uncertainty and delay of litigation.  Courts generally defer to a
trustee's business judgment when there is a legitimate business
justification for the trustee's decision.

In determining whether a settlement should be approved under
Bankruptcy Rule 9019, the Court must "assess and balance the
value of the claim that is being compromised against the value to
the estate of the acceptance of the compromise proposal."  In
striking this balance, courts should consider these four factors:

     i) the probability of success in the litigation;

    ii) the likely difficulties in collection;

   iii) the complexity of the litigation involved, and
        the expense, inconvenience and delay necessarily
        attending it; and

    iv) the paramount interest of the creditors.

With the Settlement Agreement, Mr. Cornell points out that the
Trustee is avoiding the need for costly litigation and believes
this is a fair and reasonable resolution of the claims under the
Wam!Net Note.  Specifically, based on the Trustee's review of
Wam!Net's current liquidity and the subordinated position of the
Wam!Net Note to certain senior and secured financing of Wam!Net,
the Trustee believes that accepting the Settlement Payment in
lieu of pursuing litigation to attempt to collect the total
amount due under the Wam!Net Note is amply justified by legitimate
business reasons. (Winstar Bankruptcy News, Issue No. 44;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


WORLDCOM: Gray Panthers Continue Assault against Company
--------------------------------------------------------
U.S. taxpayers are paying more than $1,567 a minute in the U.S.
government's "outrageous" campaign to use massive federal
contracts to prop up the bankrupt and fraud-riddled WorldCom/MCI
(Nasdaq: WCOEQ) organization, according to a Web-based "countdown
clock" launched at http://www.graypanthers.org/wcom-bailout/by
the Gray Panthers.

To illustrate in graphic terms the case for barring scandal-
plagued WorldCom/MCI from future federal contracts, the Gray
Panthers "countdown clock" shows exactly how many taxpayer dollars
are being spent every second ($26.12) to keep WorldCom/MCI afloat.
The clock calculations are based on the over $8,237,982,960 in
major running federal contracts awarded both prior and since
bankruptcy till 2012. One year ago today on June 25, 2002
WorldCom/MCI filed bankruptcy, announcing the largest accounting
fraud scheme in U.S. history.

Gray Panthers Corporate Accountability Project Director Will
Thomas said: "Since January 1st of 2002, U.S. taxpayers have
shelled out millions of dollars to keep afloat WorldCom/MCI, which
is the poster child for Nineties-style corporate corruption in
America.  These inappropriate and outrageous contracts include the
$45 million 'sweetheart' job that WorldCom/MCI was handed to
rebuild the Iraqi cell phone system."

Thomas added: "This clock calls attention to the unconscionable
situation before us: while employees pay the price, our government
is for reasons unknown spending huge sums on a defacto bail-out or
the largest corporate criminal in U.S. History."

The Gray Panthers officials urge members of the public to write to
Congress and ask why the General Services Administration has not
yet debarred WorldCom/MCI from federal contracting.

The Gray Panthers also today commemorated the first anniversary of
the WorldCom/MCI scandal by releasing the following "highlights"
of the non- prosecution of the company:

* In the one year since it acknowledged its epic accounting fraud,
  WorldCom/MCI has agreed to pay a fine of only $500 million,
  which is the equivalent of just one week's revenue for the
  company.

* American investors in WorldCom/MCI lost an estimated $176
  billion in value in WorldCom stock. State pension funds nose-
  dived for a total of $4.4 billion due to the shredding of
  WorldCom stock.

* WorldCom/MCI has laid off 25,000 employees and caused another
  73,000 job losses in the industry.

* WorldCom/MCI has three times acknowledged that it committed more
  fraud than it original reported, raising the estimate from $3.8
  billion (June 25, 2002) to $7.2 billion (August 9, 2002) to $9
  billion (September 19, 2002), with the probable estimates that
  the fraud to could reach $11 billion (April 12, 2003) in the
  future.

* WorldCom/MCI sought to recover $300 million in federal tax
  payments that it made to cover up its fraudulent activity, and
  is seeking favorable tax treatment to protect $6 billion in
  profits for the future.

* WorldCom/MCI was awarded the U.S. State Department contract in
  December 2002 for $360 million over 10 years.

* WorldCom/MCI was awarded the National Oceanic Atmospheric
  Administration contract in May 2003 for $11 million over 7
  years.

* WorldCom/MCI was awarded the U.S. Defense Department contract
  for Iraqi Wireless phones in May 2003 for $45 million.

* On June 5, 2003 WorldCom CEO Michael Capellas declared that the
  wrongdoing resulting in the largest fraud in American history
  was committed by "fewer than 100" employees who have quit or
  been dismissed. On June 9th, 2003 Capellas said, "no one even
  arguably associated with the past wrongdoing continues to work
  at the company." On June 10th, 2003 WorldCom's treasurer Susan
  Mayer and general counsel Michael Salsbury resigned, a day after
  two investigative reports revealed incriminating details about
  the company's accounting debacle.

Thomas said: "The story of what WorldCom/MCI has done in the one
year since admitting fraud is one in which it could be said that
crime pays, if you're a big enough criminal. Big checks from the
U.S. Treasury for WorldCom, but no justice for those hurt by
WorldCom's fraud. Employees and investors pay the price while
WorldCom/MCI keeps sailing right along the same path as before.
WorldCom/MCI by all appearances is actually getting a kind of
perverse reward for its fraud by being showered with these
lucrative contracts."

               GRAY PANTHERS AND THE WORLDCOM ISSUE

The Gray Panthers have been active since the fall of 2002 in
urging Congress and federal agencies not to let WorldCom/MCI get
away with a "slap on the wrist" for the largest accounting scandal
in U.S. history. On October 30, 2002, the Gray Panthers joined the
Communications Workers of America, National Consumers League,
Labor Council for Latin American Advancement, the National Black
Chamber of Commerce and other major groups in urging the U.S.
General Services Administration "to suspend WorldCom from bidding
on future federal contracts."

The Gray Panthers issued a February 27, 2003 letter urging U.S.
Securities and Exchange Commission Chairman William H. Donaldson
to reverse the "wrong signal" sent by former SEC Chairman Harvey
Pitt when WorldCom was let off the hook with no fine, unlike
heavily penalized "corporations committing far less egregious
malfeasance" such as Xerox, Arthur Andersen and Dynergy. The
Donaldson letter appeared shortly after the Gray Panthers
protested the February 24th appearance of WorldCom CEO Michael
Capellas as a featured speaker during the winter meeting of the
National Association of Regulatory Utility Commissioners in
Washington, D.C.

In a May 5, 2003 advertisement in Roll Call, the Gray Panthers
noted that WorldCom/MCI is attempting to influence the legislative
and regulatory process before it has emerged from bankruptcy by
making campaign contributions to nine members of the U.S. House
and Senate. That same week, Gray Panthers sent a letter of all
U.S. House and Senate offices urging federal elected officials "to
publicly pledge to hold WorldCom/MCI accountable for committing
the largest corporate fraud in U.S. history and debar them from
doing business with the federal government."

The Gray Panthers is working with a broad coalition of groups
concerned about corporate accountability. If you would like more
information on how to get involved please email
cap@graypanthers.org

The Gray Panthers is an inter-generational advocacy organization
with over 40,000 activists working together for social and
economic justice. Gray Panthers' issues include universal health
care, jobs with a living wage and the right to organize,
preservation of Social Security, affordable housing, access to
quality education, economic justice, environment, peace, and
challenging ageism, sexism, and racism.


WORLDCOM INC: Shareholders Ask AT&T Stockholders to Join Boycott
----------------------------------------------------------------
A group of WorldCom/MCI, Inc. (OTC Bulletin Board: WCOEQ, MCWEQ)
stockholders is inviting stockholders of AT&T (NYSE: T) to join in
a threatened boycott of the 'new MCI'.

"The WorldCom bondholders have created a bankruptcy reorganization
plan that would essentially eliminate WorldCom/MCI's debt," said
Neal Nelson, Spokesperson for the WorldCom/MCI Stockholders Group,
"but competition from this virtually debt free MCI could someday
force AT&T into bankruptcy."

"This reorganization plan would transfer ownership of the 'new
MCI' to the current bondholders and leave the current WorldCom and
MCI stockholders with nothing," continued Nelson. "The
stockholders favor an alternate plan with 50% debt reduction,
where the bondholders would get 50% ownership of the new company
and the current stockholders would be given 50% equity in the new
firm."

"Through total domination of the bankruptcy committees, the
bondholders have prevented consideration of a compromise plan,"
added Nelson. "The only avenue left for effective protest against
this plan is to threaten a boycott of the 'new MCI'".

Any current, or possible future, WorldCom/MCI customer can help
support the stockholders by sending an empty email message to:
cancel.mci@nna.com

By sending an email, an individual would be stating that, if the
WorldCom bankruptcy plan is approved in its current form, that
individual would not intend to do business with the "new MCI".

More information about this threatened boycott can be found on the
WorldCom/MCI Stockholder Web Site at http://www.wcom-iso.com

Stockholders that are interested in the group, but do not have
access to the World Wide Web, may contact the group's
spokesperson, Neal Nelson, at (847) 851-8900, email: neal@nna.com

The WorldCom/MCI stockholder group is totally independent and is
not sponsored by, associated with or endorsed by WorldCom/MCI,
Inc., any of its officers or affiliated companies.


WORLDCOM INC: Intends to Assume Amended Mississippi Lease
---------------------------------------------------------
Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP, in New
York, informs the Court that pursuant to that certain lease,
dated June 14, 1995, as amended, between SkyTel Communications,
Inc., as lessee, and Parkway Lamar, LLC, as lessor, the Debtors
lease space in two buildings known as Security Centre North and
South containing 15,972 square feet of rentable area located at
200 South Lamar Street, Jackson, Mississippi.  The Lamar Lease
commenced on August 1, 1995 and will expire by its terms on
July 31, 2005.  The Lamar Lease provides for $209,000 in monthly
rental obligations.  Prior the Petition Date, the Lamar Premises
served as the headquarters for Skytel, the Worldcom Debtors
wireless messaging business.

During these Chapter 11 cases, Ms. Goldstein reports that the
Debtors have undertaken an extensive real estate rationalization
program.  In connection therewith, the Debtors have determined to
consolidate significant portions of their underutilized office
space, including the relocation of SkyTel employees and
administrative operations from the Lamar Premises to WorldCom's
former headquarters located in Clinton, Mississippi.

Ms. Goldstein adds that WorldCom also leases from an affiliate of
the Lessor certain space located at One Jackson Place in Jackson,
Mississippi.  The Jackson Premises is used by the Debtors as a
network operating center for SkyTel's southeast United States
operations and is an essential site for the maintenance of the
Debtors' network.  Following the expiration of the lease of the
Jackson Premises in December 2002, the Debtors negotiated with
Parkway for a new, three-year lease of the Jackson Premises.  In
connection with the execution of the Jackson Lease, the Debtors
and their real estate professionals, Hilco Real Estate, LLC,
engaged in discussions with Parkway with respect to the execution
of an amendment to the Lamar Lease to provide for the termination
of the Lamar Lease following the Debtors' vacancy of the Lamar
Premises on terms acceptable to the Debtors and Lessor.  As a
result of these negotiations, Parkway and the Debtors have
executed a lease modification agreement with respect to the Lamar
Lease.

Terms of the Agreement include:

    A. New Termination Date: December 31, 2003.

    B. Assumption of the Agreement: SkyTel agrees to file a motion
       to seek authority to assume the Lamar Lease, as amended,
       pursuant to Section 365 of the Bankruptcy Code, within 30
       days of the execution of the Agreement.

    C. Cross-Default: Cross-Default: In the event that, prior to
       the Termination Date, SkyTel either rejects the Lamar
       Lease, terminates the Lamar Lease without Lessor's written
       consent, or fails to pay rent and cure defaults in
       connection with the assumption of the Lamar Lease, Parkway
       will have the right to terminate possession of and
       occupancy of the Jackson Premises.  In the event that
       SkyTel pays all of its rental obligations under the Lamar
       Lease, Parkway's right to terminate the Jackson Lease will
       terminate and be of no further force and effect as of the
       Termination Date.  Parkway will not be entitled to
       terminate the Jackson Lease for failure to pay rent without
       providing SkyTel with 10 days written notice of the
       failure, in accordance with applicable notice provisions,
       and SkyTel fails to cure such default within 10 days after
       receipt of the notice.

By this motion, the Debtors seek an order authorizing their
assumption of the Lamar Lease, as amended by the Agreement.

Ms. Goldstein admits that the Debtors' books and records estimate
outstanding amounts due under the Lamar Lease of $39,097.  The
Debtors submit that payment of these amounts satisfies all
obligations of SkyTel under the Lamar Lease, including the cure
and adequate assurance requirements of Section 365 of the
Bankruptcy Code.  Additionally, insofar as the Lessor has
consented to the assumption of the Lamar Lease, pursuant to the
terms of the Agreement, the Debtors submit that adequate assurance
of future performance under the Lamar Lease is satisfied.
Consequently, the Debtors submit that the assumption of the Lamar
Lease may be authorized.

The Debtors believe that assumption of the Lamar Lease, as
amended, is an exercise of their sound business judgment.  As they
have reduced their workforce and rationalized excess office space
and other real estate holdings, the Debtors have determined that
the Lamar Premises is no longer needed.  Further, Ms. Goldstein
points out that the relocation of employees currently working at
the Lamar Premises to a WorldCom owned facility in Clinton,
Mississippi will be completed by the end of 2003.  The Agreement
shortens the term of the Lamar Lease by one and one half years,
resulting in aggregate savings for the Debtors totaling $3,950,000
over the remaining term of the Lamar Lease beyond the Termination
Date.  In addition, the assumption of the Lamar Lease as amended
will avert the incurrence of a potential rejection damage claim in
the amount of over $2,500,000. Further, the consensual vacancy of
the Lamar Premises and assumption of the Lamar Lease as amended
was an integral component to the parties' execution of the Jackson
Lease and retention of the Jackson Premises, which is important to
the Debtors' ongoing business operations and reorganization
efforts. (Worldcom Bankruptcy News, Issue No. 30; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


WORKFLOW MANAGEMENT: Exploring Refinancing and Strategic Options
----------------------------------------------------------------
Workflow Management, Inc. (Nasdaq:WORK) announced the following:

                     Exploration of Refinancing
                  and other Strategic Alternatives

In response to the provisions of Workflow's credit facility that
require the repayment of at least $50 million of bank debt by
December 31, 2003, the Company has been contacted by a number of
third parties who have expressed a desire to explore transactions
ranging from a refinancing of the Company's credit facility to
investments in Workflow to an acquisition of the Company or a
going private transaction at a premium to the current stock price.

In light of these inquiries, and after giving consideration to the
$50 million year-end financing requirement and the Company's
current business plan and prospects, the Board and the financial
advisor to the Company and the Board's Special Committee,
Jefferies & Company, Inc., will explore a number of potential
strategic alternatives to improve the Company's capital structure,
including a potential refinancing of the Company's bank debt or a
recapitalization or sale of the entire Company. The Special
Committee has directed Jefferies & Company to vigorously explore
available alternatives and to actively engage in discussions with
interested third parties. However, the Company is not a party to
any written agreements with any third parties regarding these
potential transactions nor is the Company negotiating any specific
transaction terms with any particular third party at this time.
There can be no assurance that any transaction will occur, and, if
any transaction occurs, what the structure or terms of such
transaction would be. Unless otherwise required by applicable
securities laws, the Company does not expect to make any further
public announcements regarding any potential transactions.

Gary W. Ampulski, Chief Executive Officer, commented, "We are
actively working with our financial advisors to strengthen and
stabilize our capital structure. Our lenders are fully supportive
of the decision of our Board of Directors to pursue various
refinancing and other strategic alternatives. I am confident that
our lenders will cooperate with us during this process so that we
will have the flexibility to achieve a solution that benefits all
of the Company's stakeholders."

           Delay in Earnings Release and Conference Call

Workflow also is delaying its year-end and fourth quarter earnings
release and conference call for the fiscal period ended April 30,
2003. The delay is due to the additional time required for the
Company's auditors to complete the fiscal year-end audit process.
The Company anticipates releasing earnings and conducting a
conference call as soon as the audit process is complete. The
Company expects to release audited financial statements and to
file its Form 10-K with the SEC by the July 29, 2003 due date.

As previously discussed, the Company is required to refinance $50
million of the outstanding indebtedness under its credit facility
by December 31, 2003. The Company does not anticipate obtaining a
firm commitment from a third party to refinance or otherwise repay
this debt by the date the Company files its fiscal 2003 audited
financial statements with the SEC nor does it anticipate
generating sufficient operating cash flows to repay this
obligation by its due date. As a result, the Company's independent
auditors have informed the Company that, as required by generally
accepted auditing standards, the audit opinion for the Company's
fiscal 2003 financial statements will include an explanatory
paragraph describing the uncertainty about the Company's ability
to continue as a going concern.

"Notwithstanding a sluggish economy, weakness in the printing
industry, uncertainty surrounding the Company's capital structure
and changes in executive management, we are pleased with the
operating performance of the Company for fiscal 2003, which has
met or exceeded published analyst expectations," commented Michael
L. Schmickle, Chief Financial Officer, "although the Company has
incurred significant charges surrounding the restructuring of its
operations and a goodwill impairment." Mr. Schmickle continued,
"This is a testament to our operating strategy, the quality of our
products and services and the capability of our managers and
operators throughout all of Workflow. We believe our operating
strategy is sound, and our core business remains strong."

                   Change in Board of Directors

Workflow also announced that Thomas B. D'Agostino, Jr. has
resigned from the Board of Directors. The current Board of
Directors is comprised of Thomas B. D'Agostino, Sr. (Chairman),
Gary W. Ampulski, Thomas A. Brown, Sr., Gerald F. Mahoney, James
J. Maiwurm, Roger J. Pearson, Peter S. Redding and F. Craig
Wilson.

Workflow Management, Inc. is a leading provider of end-to-end
print outsourcing solutions. Workflow services, from production of
logo-imprinted promotional items to multi-color annual reports,
have a reputation for reliability and innovation. Workflow's
complete set of solutions includes document design and production
consulting; full-service print manufacturing; warehousing and
fulfillment; and iGetSmart(TM) - one the industry's most
comprehensive e-procurement, management and logistics system.
Through custom combinations of these services, the Company
delivers substantial savings to its customers - eliminating much
of the hidden cost in the print supply chain. By outsourcing
print-related business processes to Workflow, customers streamline
their operations and focus on their core business objectives. For
more information, go to http://www.workflowmanagement.com


W.R. GRACE: Requests Fifth Removal Period Extension
---------------------------------------------------
David W. Carickhoff, Esq., at Pachulski Stang Ziehl Young &
Jones, in Wilmington, Delaware, tells Judge Fitzgerald that W.R.
Grace & Co., and debtor-affiliates are named defendants in 65,000
asbestos-related lawsuits in various state and federal courts
involving 232,000 different individual claims.  The Debtors are
also defendants in eight asbestos-related fraudulent conveyance
actions in various state and federal courts that involve large
numbers of individual claims.  There are numerous other lawsuits,
including, but not limited to environmental actions, in which one
or more of the Debtors and their non-debtor affiliates are named
defendants in various state and federal courts.  Many of these
Asbestos Actions, Fraudulent Conveyance Actions and Miscellaneous
Actions were filed prior to the Petition Date.

By this motion, the Debtors ask the Court to extend, to and
including January 31, 2004, the time in which they can elect to
remove a prepetition lawsuit to the District of Delaware for
continued litigation and resolution.

Since the Petition Date, a number of additional Asbestos Actions,
Fraudulent Conveyance Actions and Miscellaneous Actions have been
filed and continue to be filed.  The Debtors and their non-debtor
affiliates believe that these Postpetition Actions are void
because they were filed in violation of the automatic stay.

The Debtors, therefore, ask the Court to grant the extension
without prejudice to:

        (i) any position the Debtors or their non-debtor
            affiliates may take regarding whether the
            automatic stay provisions of the Bankruptcy Code
            applies to stay any asbestos-related action; and

       (ii) the right of the Debtors and their non-debtor
            affiliates to seek further extensions of time to
            remove any and all Actions.

In the months since the Petition Date, Mr. Carickhoff reminds the
Court that the Debtors have attempted to address the central task
in these Chapter 11 cases, which is to determine the true scope
of the Debtors' liability to asbestos claimants and then to
provide for the payment of valid claims on a basis that preserves
the Debtors' still-strong core business operations.  Judge Farnan
has directed the Debtors to develop a specific proposal for
adjudicating asbestos-related litigation in these Chapter 11
cases, which is being done.

The Debtors assert that the litigation protocol will streamline
the claims adjudication process by providing a means of resolving
the common legal issues through a fair and orderly process in a
single forum while preserving legitimate personal injury
claimants' rights to trial.  While this litigation protocol will
not completely eliminate the Debtors' need to preserve the option
to remove actions to this Court, it should minimize the need to
do so.  Nonetheless, until the claims arising from the Actions
have been resolved, whether through this litigation protocol or
otherwise, the Debtors must preserve the option of removing
Actions to this Court.

The extension of the removal period will give the Debtors and
their non-debtor affiliates an opportunity to make fully informed
decisions and will ensure that they do not forfeit valuable
rights of removal.  Mr. Carickhoff assures the Court that the
rights of the Debtors' adversaries will not be prejudiced by the
extension because, in the event that a matter is removed, the
other parties to the Actions to be removed may seek to have the
action remanded to the state court pursuant to Section 1452(b) of
the Judiciary Procedures Code.

                           *     *     *

The Court will convene a hearing on July 11, 2003 to consider the
Debtors' request.  By application of Del.Bankr.LR 9006-2, the
removal deadline is automatically extended through the conclusion
of that hearing. (W.R. Grace Bankruptcy News, Issue No. 42;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


XEROX CORP: Completes $3.6 Billion Recapitalization Transaction
---------------------------------------------------------------
Xerox Corporation (NYSE: XRX), Xerox Canada Inc.'s controlling
shareholder, completed a US$3.6 billion recapitalization that
includes public offerings of common stock, 3-year mandatory
convertible preferred stock and 7-year and 10-year senior
unsecured notes as well as a new US$1 billion credit facility.
This credit facility consists of a US$700 million revolving
facility and a US$300 million term loan, both maturing in
September 2008. The company does not currently intend to draw the
revolver on an ongoing basis.

Xerox used net proceeds from the public offerings and the new
credit facility as well as a portion of its current cash balance
to prepay and terminate, effective June 25, the US$3.1 billion
outstanding from its existing bank facility.

As a result of the termination of the current bank facility, the
loan facility to Xerox Canada Capital Ltd., a wholly owned
subsidiary of Xerox Corporation, has been terminated. The related
guarantees of Xerox Canada Inc., Xerox Canada Ltd., and Xerox
Canada Finance Inc. have been released and their security
commitments discharged. Xerox Canada Inc. will continue to borrow
through inter-company loans from Xerox Corporation or Xerox Canada
Capital Ltd., a designated Overseas Borrower under the new credit
facility.

                           *   *   *

As previously reported, Fitch Ratings raised Xerox Corp. and its
subsidiaries' senior unsecured debt rating to 'BB' from 'BB-',
affirmed the 'B' convertible trust preferred securities, assigned
a 'B' rating to the newly issued mandatorily convertible preferred
stock, and the new $1.0 billion bank credit facility is rated
'BBB-'. The company is removed from Rating Watch Positive and the
Rating Outlook is Stable. Approximately $12 billion of debt is
affected by Fitch's action.

The rating actions and stable outlook reflect the company's
improved credit protection measures and adequate liquidity profile
(which is enhanced by the recent capital markets transactions),
stabilized financial performance, and simplified capital
structure. Xerox continues to execute its operating strategy and
significant cost reduction programs, and Fitch believes stable
operating performance could be achieved despite challenging
prospects for growth in the near-term. In addition, execution risk
of the remaining restructuring program is minimal and the
management team seems to have stabilized.


* BOOK REVIEW: The First Junk Bond: A Story of Corporate Boom
               and Bust
-------------------------------------------------------------
Author:     Harlan D. Platt
Publisher:  Beard Books
Softcover:  236 pages
List Price: $34.95
Review by Gail Owens Hoelscher

Order your personal copy today and one for a colleague at
http://www.amazon.com/exec/obidos/ASIN/1563242753/internetbankrupt

Only one in ten failed businesses is equal to the task of
reorganizing itself and satisfying its prior debts in some
fashion. This engrossing book follows the extraordinary journey
of Texas International, Inc (known by its New York Stock
Exchange stock symbol, TEI), through its corporate growth and
decline, debt exchange offers, and corporate renaissance as
Phoenix Resource Companies, Inc. As Harlan Platt puts it, TEI
"flourished for a brief luminous moment but then crashed to
earth and was consumed." TEI's story features attention-grabbing
characters, petroleum exploration innovations, financial
innovations, and lots of risk taking.

The First Junk Bond was originally published in 1994 and
received solidly favorable reviews. The then-managing director
of High Yield Securities Research and Economics for Merrill
Lynch said that the book "is a richly detailed case study. Platt
integrates corporate history, industry fundamentals, financial
analysis and bankruptcy law on a scale that has rarely, if ever,
been attempted." A retired U.S. Bankruptcy Court judge noted,
"(i)t should appeal as supplementary reading to students in both
business schools and law schools. Even those who practice.in the
areas of business law, accounting and investments can obtain a
greater understanding and perspective of their professional
expertise."

"TEI's saga is noteworthy because of the company's resilience
and ingenuity in coping with the changing environment of the
1980s, its execution of innovative corporate strategies that
were widely imitated and its extraordinary trading history,"
says the author. TEI issued the first junk bond. In 1986 it
achieved the largest percentage gain on the NYSE, and in 1987
suffered the largest percentage loss. It issued one of the first
bonds secured by a physical commodity and then later issued one
of the first PIK (payment in kind) bonds. It was one of the
first vulture investors, to be targeted by vulture investors
later on. Its president was involved in an insider trading
scandal. It innovated strip financing. It engaged in several
workouts to sell off operations and raise cash to reduce debt.
It completed three exchange offers that converted debt in to
equity.

In 1977, TEI, primarily an oil production outfit, had had a
reprieve from bankruptcy through Michael Milken's first ever
junk bond. The fresh capital had allowed TEI to acquire a
controlling interest of Phoenix Resources Company, a part of
King Resources Company. TEI purchased creditors' claims against
King that were subsequently converted into stock under the terms
of King's reorganization plan. Only two years later, cash
deficiencies forced Phoenix to sell off its nonenergy
businesses. Vulture investors tried to buy up outstanding TEI
stock. TEI sold off its own nonenergy businesses, and focused on
oil and gas exploration. An enormous oil discovery in Egypt made
the future look grand. The value of TEI stock soared. Somehow,
however, less than two years later, TEI was in bankruptcy. What
a ride!

All told, the book has 63 tables and 32 figures on all aspects
of TEI's rise, fall, and renaissance. Businesspeople will find
especially absorbing the details of how the company's bankruptcy
filing affected various stakeholders, the bankruptcy negotiation
process, and the alternative post-bankruptcy financial
structures that were considered. Those interested in the oil and
gas industry will find the book a primer on the subject, with an
appendix devoted to exploration and drilling, and another on oil
and gas accounting.

Harlan Platt is professor of Finance at Northeastern University.
He is president of 911RISK, Inc., which specializes in
developing analytical models to predict corporate distress.

                          *********

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.

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