TCR_Public/030701.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, July 1, 2003, Vol. 7, No. 128

                          Headlines

ALLEGHENY ENERGY: Unit Closes $51MM Asset Sale Deal with UGI
ALLEGIANCE TELECOM: Court Okays BMC Appointment as Claims Agent
AMERCO: Can't Timely Deliver 2002 Annual Report to SEC
AMERCO: Has Until Month-End to File Schedules and Statements
AMES DEPT.: Proposes Uniform Admin Claims Allowance Procedures

BALTIMORE MARINE: Sec. 341(a) Meeting to Convene on July 23
BETHLEHEM STEEL: Resolves SSM Coal's Valid Reclamation Claims
BION ENVIRONMENTAL: Receives $600K Bridge Loan from Bright Cap.
BMC INDUSTRIES: Taps William Blair to Evaluate Strategic Options
CABLE SATISFACTION: Obtains Court Nod to Postpone Annual Meeting

CALYPTE BIOMEDICAL: Nancy Katz Steps Down as President and CEO
CASCADES INC: Commences Partial Redemption of Class A Preferreds
CHILDTIME LEARNING: March 28 Working Capital Deficit Tops $13MM
CLAYTON HOMES: Will Proceed with Annual Meeting on July 16, 2003
COGENTRIX ENERGY: Auditors Express Going Concern Uncertainty

COLE NATIONAL: Bank Lenders Amend and Extend Credit Agreement
COMM'L MONEY: Court Clears Settlement with Lakeland Bank et al.
CONEXANT SYSTEMS: Completes Mindspeed Technologies Spin-Off
CONSECO FINANCE: Wants Nod to Sell Credit Accounts to EMCC Inc.
CROSS MEDIA: Look for Schedules and Statements by Month-End

CROWN CASTLE INT'L: Prices $200 Million Convertible Senior Notes
CROWN PACIFIC: Files for Chapter 11 Reorganization in Arizona
CROWN PACIFIC PARTNERS: Case Summary & Largest Unsec. Creditors
CWMBS INC: Fitch Rates Class B-3 and B-4 P-T Certs. at BB/B
DENALI CAPITAL: S&P Assigns Prelim. BB Rating to Cl. B-2L Notes

DOMAN INDUSTRIES: Chester Johnson Steps Down from Board of Dir.
DVI CORP: S&P Junks Counterparty Rating to CCC after SEC Ruling
EISBERG FINANCE: Fitch Drops Class D Floating-Rate Notes to DD
EL PASO: Settlement Participants Complete Final Procedural Step
ENCOMPASS SERVICES: Asks Court to Clear Liberty Settlement Pact

ENRON CORP: Secures Court Approval of Qwest Settlement Pact
ENRON: Asia Pacific's Case Summary & 18 Unsecured Creditors
ENRON: Atlantic Commercial's Case Summary & 3 Unsec. Creditors
ENRON: Development Corp.'s Case Summary & Unsecured Creditor
ENRON: ET Power 3 LLC's Voluntary Chapter 11 Case Summary

ENRON: Global Power's Voluntary Chapter 11 Case Summary
ENRON: Nowa Sarzyna Holding's Case Summary & Unsecured Creditor
ENRON: Portland General's Voluntary Chapter 11 Case Summary
ENRON: Portland Transition's Voluntary Chapter 11 Case Summary
ENRON: Protane Corp.'s Case Summary & 20 Unsecured Creditors

ENRON: South America LLC's Case Summary & 16 Unsec. Creditors
FLEMING COMPANIES: Selling Grocery Wholesale Business to C&S
FLEMING COMPANIES: Court Directs DIP Agents to Allow GOB Sales
GENTEK INC: Files Plan of Reorganization & Disclosure Statement
GLOBAL LEARNING: Asks Court to Extend Schedules Filing Deadline

GOODYEAR TIRE: USWA Nixes Company's Proposal and Talks Break Off
GRUPO IUSACELL: Seeks Further Extension of Loan Default Waiver
HAWK CORP: Offering Employees Stock Option Cancellation Option
HAYES LEMMERZ: Battle Over Mexican Joint Venture Continues
IMMTECH INT'L: Chan Kon Fung Discloses 15.232% Equity Stake

LARRY'S STANDARD: Court Okays Forshey & Prostol as Attorneys
LEAP WIRELESS: Court Extends Lease Decision Time Until Sept. 10
LENNAR CORPORATION: Declares Quarterly Cash Dividends
LIBERTY TAX CREDIT: Trien Rosenberg Airs Going Concern Doubt
LNR PROPERTY: Completes $350MM Senior Subordinated Note Offering

LUBY'S INC: Elects Gasper Mir as Company's New Board Chairman
MANDALAY RESORT: Files SEC Form S-3 re Conv. Debenture Resales
MERRILL CORP: S&P Revises Outlook on Low-B and Junk Ratings
METRIS COMPANIES: Funds 1-Year $125 Million Term Loan Agreement
MIDWEST AIRLINES: Gov. Jim Doyle Proposes Financing Agreement

MISSISSIPPI CHEMICAL: Court Approves KPMG LLP as Accountants
MOHEGAN TRIBAL: Modifies Tender Offer for 8.75% Senior Sub Notes
NATIONAL STEEL: Joint Plan's Claim Classification and Treatment
NEW WORLD RESTAURANT: Inks Equity Restructuring Agreement
NEXMED INC: Regains Compliance with Nasdaq Listing Requirements

ONE PRICE CLOTHING: Completes Equity Investment by Sun Cap. Unit
OWENS CORNING: Selling Hebron, Ohio Property for about $1 Mill.
PROCOM TECHNOLOGY: Fails to Meet Nasdaq Listing Requirement
RAVEN MOON ENTERTAINMENT: Initiates Capital Restructuring Plan
RELIANT RESOURCES: Fitch Rates $1.1B Senior Secured Notes at B+

RESIDENTIAL ACCREDIT: Fitch Rates Class B-1 & B-2 Notes at BB/B
SECURITY ASSET: Liquidity Issues Raise Going Concern Uncertainty
SHAW COMMS: Net Loss Narrows to $13 Million in Third Quarter
SHAW COMMS: Provides Guidance for Fiscal 2003 and Fiscal 2004
SLMSOFT INC: Canadian Court Extends CCAA Protection Until Aug. 8

SPARTAN STORES: Sells 17 Food Town Stores for $30 Million Cash
SPECIAL METALS: Reaches Tentative Labor Agreements with USWA
SPIEGEL GROUP: Committee Turns to FTI for Financial Advice
STILLWATER MINING: Robert M. Taylor Resigns as VP Operations
SURGICARE INC: Forbearance Agreement Extended for 60 Days

TELESYSTEM INT'L: Unit Closes $225 Million Senior Debt Offering
TERADYNE INC: Will Publish Second Quarter Results on July 15
TOP-FLITE GOLF: Files for Chapter 11 Protection in Delaware
TOP-FLITE: Case Summary & 20 Largest Unsecured Creditors
TOUCH AMERICA: WLR Recovery Extends $5 Million of DIP Financing

UNITED AIRLINES: Operating Loss Totals $155 Million in May
UNITED AIRLINES: L.A. Airport Demands $1.3MM Stub Rent Payment
UNOVA INC: Reaches Settlement of Patent Dispute with Fujitsu
U.S. ENERGY: Receives $1.9 Million from Carrizo Oil Subsidiary
WEIRTON STEEL: Alliance Wants Relief from Utility Injunction

WELLMAN INC: Completes $126M Equity Investment & $275M Revolver
WINFIELD CAPITAL: Reports $6MM Net Loss for Year Ended March 31
WINSTAR: Ch. 7 Trustee Asks Court to Clear Stratex Settlement
WORLDCOM INC: Court Fixes May 28 as Record Date for Plan Voting
W.R. GRACE: Summit Wants Prompt Decision on Land Option Pact

* Ernst & Young Merges with Synergy Partners in Canada

* Large Companies with Insolvent Balance Sheets

                          *********

ALLEGHENY ENERGY: Unit Closes $51MM Asset Sale Deal with UGI
------------------------------------------------------------
Allegheny Energy, Inc. (NYSE: AYE) announced that Allegheny Energy
Supply Conemaugh, LLC, a subsidiary of Allegheny Energy Supply
Company, LLC, has completed the previously announced sale of its
83-megawatt (MW) share of the coal-fired Conemaugh Generating
Station, located near Johnstown, Pa., to UGI Development Company,
an indirect, wholly owned subsidiary of UGI Corp. (NYSE: UGI), for
approximately $51.25 million, which includes a contingent amount
of $5 million. This contingent amount could be received by
Allegheny Energy Supply Conemaugh, LLC, in full, in part, or not
at all, depending upon Allegheny Energy Supply's performance of
certain post-closing obligations. The sale will result in an
estimated pre-tax loss for Allegheny Energy of approximately $29
million, which has been calculated excluding the contingent
amount.

Allegheny Energy Supply Conemaugh announced the agreement to sell
its interest in Conemaugh in late February 2003. Allegheny
acquired the 4.86-percent interest in the 1,711-MW Conemaugh
Generating Station in January 2001.

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

As reported in Troubled Company Reporter's Friday Edition, shares
of U.S. power company Allegheny Energy Inc. fell as much as
13.7 percent on June 24, one day after the Company issued a
statement that it might seek bankruptcy protection if it could not
raise new capital.


ALLEGIANCE TELECOM: Court Okays BMC Appointment as Claims Agent
---------------------------------------------------------------
Allegiance Telecom, Inc., and its debtor-affiliates sought and
obtained approval from the U.S. Bankruptcy Court for the Southern
District of New York to tap the services of Bankruptcy Management
Corporation as the official Noticing, Claims and Balloting Agent
in the company's chapter 11 restructuring.

In its capacity, BMC will:

     1) prepare and serve all notices required in the bankruptcy
        cases;

     2) maintain copies of all proofs of claim and proofs of
        interest filed in the bankruptcy cases;

     3) maintain the official claims register(s);

     4) receive and record all transfers of claims pursuant to
        Bankruptcy Rule 30o1(e);

     5) maintain an up-to-date mailing list for all entities who
        have filed proofs of claim and/or requests for notices
        in the bankruptcy cases;

     6) assist Customer with the management, reconciliation and
        resolution of claims;

     7) mail and tabulate ballots for purposes of plan voting;

     8) assist Customer with the preparation and maintenance of
        its Schedules of Assets and Liabilities, Statements of
        Financial Affairs and other master lists and databases
        of creditors, assets and liabilities,

     9) assist Customer with the production of reports, exhibits
        and schedules of information or use by the Customer or
        to be delivered the Court, the Clerk's Office, the U.S.
        Trustee or other third parties;

    10) provide other technical and document management services
        of a similar nature requested by Customer or the Clerk's
        office; and

    11) facilitate or perform distributions.

Tinamarie Feil leads the team in this engagement.  Ms. Feil
relates that BMC's hourly rates currently range from:

          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

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


AMERCO: Can't Timely Deliver 2002 Annual Report to SEC
------------------------------------------------------
AMERCO (Nasdaq: UHALQ) has filed a Form 12b-25 providing for a 15-
day extension for submitting its Form 10-K for the fiscal year
ended March 31, 2003, to the Securities and Exchange Commission.

The Company said that it has requested this extension because of
additional time needed to internally verify data from the
Company's books and records, as well as delays resulting from the
voluntary Chapter 11 filing of June 20, 2003 and the previously
announced re-audit of the financial statements of AMERCO for
fiscal years ended March 31, 2001 and 2002.  For more information
about AMERCO, visit http://www.amerco.com


AMERCO: Has Until Month-End to File Schedules and Statements
------------------------------------------------------------
At AMERCO's request, U.S. Bankruptcy Court Judge Zive gave the
Debtors until July 31, 2003, to file their Schedules of Assets and
Liabilities and Statement of Financial Affairs required of all
debtors under 11 U.S.C. Sec. 521(1).

Bruce T. Beesley, Esq., at Beesley, Peck & Matteoni, Ltd., in
Reno, Nevada, told Judge Zive that the 15-day period afforded
under Rule 1007(c) of the Federal Rules of Bankruptcy Procedure
isn't sufficient.  To prepare the Schedules and Statements,
AMERCO must gather information from books, records and documents
relating to thousands of transactions.  The collection of
information necessary to complete the Statement and Schedules
will require an expenditure of substantial time and effort on the
party of AMERCO's employees.

Mr. Beesley indicates that in the days and weeks leading to the
Chapter 11 filing, AMERCO's key management has been entirely
occupied in negotiating agreements to assist in AMERCO's
reorganization and preparing information and documents necessary
to prepare the Chapter 11 filing.  In the early days of this
case, AMERCO anticipates that its key management and other
employees will have many competing demands assisting in efforts
to implement AMERCO's restructuring efforts while also addressing
myriad employee, customer and vendor issues. (AMERCO Bankruptcy
News, Issue No. 2; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


AMES DEPT.: Proposes Uniform Admin Claims Allowance Procedures
--------------------------------------------------------------
Ames Department Stores, Inc., and its debtor-affiliates propose
uniform procedures to streamline the allowance of administrative
expense claims against their estates.

The Procedures will allow the Debtors to fix the allowed amount of
administrative expense claims by a letter signed by an Ames
officer, without the need for further application to or order from
the Court.  The Administrative Expense Letter will then preclude
the Debtors from disputing the fixing of the allowed
administrative expense claim amount.  The administrative expense
claims will be entitled to the priority of an administrative
expense allowed under Section 503(b) of the Bankruptcy Code.

The Debtors are already authorized to pay administrative expense
claims incurred in the ordinary course.  Accordingly, Ames argues,
the Debtors should have the lesser-included power to fix the
amount of the administrative expense claims.

Martin J. Bienenstock, Esq., at Weil, Gotshal & Manges LLP, in New
York, tells the Court that if the Debtors and the administrative
expense claimant agree on the claim amount, there is no
conceivable benefit to the Debtors' estates in expending time and
resources drafting and filing a reply or stipulation and attending
hearings before the Court.  Mr. Bienenstock says that the Debtors
are mindful of the substantial costs they would incur to prepare
individual replies or stipulations and orders for each
administrative expense claimant.  The Administrative Claims
Procedures, the Debtors believe, will promote efficiency, both in
terms of their limited resources and the management of the Court's
docket.

The Debtors are in the process of reconciling their administrative
expense claims and avoidance actions.  The Debtors project
administrative expenses total $115,000,000 to $120,000,000, and
indicate that many of these claims still need to be reconciled.
Since the start of the wind down process, the Debtors have tried
to maximize value for the creditors by:

    -- selling all inventory;

    -- fully satisfying their obligations under their postpetition
       financing facilities;

    -- rejecting or assuming and assigning all their Unexpired
       Leases in accordance with Section 365 of the Bankruptcy
       Code;

    -- undertaking the analysis of potential avoidance actions;
       and

    -- reconciling creditors' claims.

Aside from fixing the administrative expense claim amount, the
Administrative Expense Letter will also indicate that:

    (a) the Claim will have administrative expense priority under
        Section 507(a)(1) of the Bankruptcy Code,

    (b) the claim will be paid at the same time as similarly
        situated administrative expenses, and

    (c) if the Debtors are unable to pay the claims in full, the
        claimant will receive the same dividend as other similarly
        situated administrative expense claimants.

The statutory creditors' committee supports the proposed
Procedures. (AMES Bankruptcy News, Issue No. 39; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


BALTIMORE MARINE: Sec. 341(a) Meeting to Convene on July 23
-----------------------------------------------------------
The United States Trustee will convene a meeting of Baltimore
Marine Industries, Inc., and its debtor-affiliates' creditors on
July 23, 2003, at 11:00 a.m., at 300 W. Pratt, No. 375, Baltimore,
Maryland 21201.  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.

Baltimore Marine Industries, Inc.'s main line of business is ship
repair.  The Company filed for chapter 11 protection on June 11,
2003 (Bankr. Md. Case No. 03-80215). Martin T. Fletcher, Esq.,
Cameron J. Macdonald, Esq., and Dennis J. Shaffer, Esq., at
Whiteford Taylor & Preston L.L.P., represent the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed estimated debts and assets of over $10
million each.


BETHLEHEM STEEL: Resolves SSM Coal's Valid Reclamation Claims
-------------------------------------------------------------
Pursuant to an Agreement between the Bethlehem Steel Debtors and
SSM Coal LLC, 41,133 natural metric tons of furnace coke were sold
on credit and delivered to the Debtors' Sparrows Point Facility on
October 5, 2001 through October 11, 2001.  On the Petition Date,
SSM Coal made a written demand under Section 2-702 of the Uniform
Commercial Code and Section 546(c) of the Bankruptcy Code for the
return of the October Delivery.  In the period between the
unloading of the October Delivery and the Debtors' receipt of the
Notice of Reclamation, the Debtors commingled and burned 14,780
natural metric tons of the October Delivery so that only 26,353
natural metric tons remained.

On October 17, 2001, SSM Coal commenced an adversary proceeding
against the Debtors seeking:

     -- reclamation of the October Delivery; or

     -- an administrative expense claim; in the alternative,

     -- a security interest in the October Delivery or any
        proceeds; or

     -- a Court order directing the Debtors to segregate, secure
        and protect the October Delivery;

     -- an order preliminarily enjoining Bethlehem from
        transferring or otherwise processing the October Delivery;
        and

     -- SSM Coal's reasonable attorneys' fees and costs.

However, the Court denied SSM Coal's request for reclamation and
segregation of the October Delivery.  To protect their interest
under the Agreement, SSM Coal requested adequate protection from
the Debtors.  Pursuant to a Stipulation and Order Regarding
Reclamation Dispute Among the Debtors and SSM Coal LLC, approved
by the Court on May 9, 2002, the Agreement was rejected pursuant
to Section 365(a) of the Bankruptcy Code.  Under the Stipulation,
the Parties agreed that the Notice of Reclamation constituted a
valid and timely reclamation demand under Section 2-702 of the
Uniform Commercial Code and Section 546(c) of the Bankruptcy Code
with respect to the 26,353 natural metric tons of coke remaining
at the time the Notice of Reclamation was served on the Debtors.

SSM Coal filed a $4,105,073 proof of claim in the Debtors' Chapter
11 case on September 27, 2002.

Now, the Debtors and SSM further agree and stipulate that:

    (a) In full satisfaction of the valid reclamation claim, the
        Debtors will pay SSM Coal $1,315,015;

    (b) SSM Coal's Proof of Claim is modified and reduced by
        $2,630,029, so that the remaining $1,475,044 will be
        deemed an allowed general unsecured claim;

    (c) Except as provided, SSM Coal releases any and all other
        claims it has or may have against the Debtors and its
        subsidiaries and their directors, officers or agents,
        whether known or unknown; and

    (d) These provisions will be binding on any Chapter 11 trustee
        appointed in these Chapter 11 cases, and in the event of a
        conversion to a Chapter 7 case, on the Chapter 7 trustee.
        (Bethlehem Bankruptcy News, Issue No. 38; Bankruptcy
        Creditors' Service, Inc., 609/392-0900)


BION ENVIRONMENTAL: Receives $600K Bridge Loan from Bright Cap.
---------------------------------------------------------------
During the period from April 12, 2003 through June 6, 2003, Bright
Capital, Ltd., an entity owned and controlled by Dominic Bassani,
a consultant whose services were provided to Bion Environmental
Technologies as part of its management agreement with D2CO, LLC,
made further advances to Bion pursuant to a letter agreement.
These advances to Bion total approximately $445,000 as of June 6,
2003 and were made for the purpose of providing funds to allow the
Company to be able to pay operating expenses that are critical to
its operations, primarily consisting of salaries paid to retain
critical personnel (which now consists of six employees), to take
actions to protect and expand its intellectual property and to
commence work on a system installation in Texas.  Brightcap has
agreed to lend Bion the money that it needs (up to an amount not
to exceed approximately $600,000, unless agreed otherwise) to pay
these expenses as an additional loan on an as-needed basis, and to
convert all of the amounts due under the Brightcap Bridge Loan to
amounts that will become due under the same identical terms that
the investors will receive in the first of a series of anticipated
financings consisting of mandatorily convertible debt which are
intended to be accomplished in 2003 through Bion Dairy
Corporation, one of Bion's wholly-owned subsidiaries.

Brightcap had lent Bion money in the past pursuant to a Secured
Promissory Note dated March 28, 2003, and in connection with that
loan Bion had granted Brightcap a security interest in certain of
its tangible assets pursuant to a related Security Agreement. The
Secured Note bears interest on the unpaid principal at the simple
rate of six percent (6%) per annum, and all principal and accrued
interest becomes payable on March 28, 2004.  All of the amounts
provided to Bion under the Brightcap Bridge Loan (plus prior
advances from Brightcap, directly and/or indirectly through D2,
since January 1, 2003 which had not been previously included in
the Secured Note) were added as principal due under the existing
Secured Note.

All of the obligations due under the Secured Note will
automatically and mandatorily convert to being an obligation under
the Bion Dairy Financing contemporaneously with the issuance of
the first convertible note under the Bion Dairy Financing;
provided, however, that to the extent any funds are realized from
the disposition of tangible assets under the existing Security
Agreement, all of such funds will be utilized to reduce the amount
due under the Secured Note and will not be converted (or, if
received after the Secured Note has already been converted, such
funds will be paid to Brightcap and applied to reduce the
principal of the convertible notes received in the Bion Dairy
Financing despite any prohibition on prepayment).

As collateral for the Brightcap Bridge Loan, Bion and its
subsidiaries have now granted Brightcap an additional security
interest in all of their intellectual property, including without
limitation, patents, patent applications, trade secrets and
technical know-how pursuant to an amendment to the existing
Security Agreement.  Brightcap has acknowledged that the
Intellectual Property Collateral is exactly the same collateral
that Bion plans to grant as security to note holders in connection
with the Bion Dairy Financing.  Accordingly, Brightcap has agreed
that:

     (a) even though Brightcap was granted a security interest in
         the Intellectual Property Collateral under the Brightcap
         Bridge Loan, Brightcap specifically consented to the
         anticipated granting of a security interest in the same
         collateral to the holders of notes under the Bion Dairy
         Financing after the date of the Brightcap Bridge Loan;

     (b) Brightcap will share its security interest in the
         Intellectual Property Collateral in pari pasu with the
         holders of any notes that are issued in the future
         pursuant to the Bion Dairy Financing;

     (c) Brightcap's security interest in the Intellectual
         Property Collateral will not be senior to the security
         interest granted to the holders of the notes under the
         Bion Dairy Financing, irrespective of the date(s) on
         which such security interests were granted; and

     (d) Brightcap will execute and deliver any documents
         reasonably requested by Bion and/or participants in the
         Bion Dairy Financing in that regard.

Also, as of June 6, 2003, Bion owes approximately $900,000 to
unsecured creditors in addition to the amounts that it currently
owes to Brightcap, as discussed above, and $487,500 that it
currently owes to The Trust Under Deferred Compensation Plan for
D2CO, LLC for past management services. It should be noted,
however, that the amounts currently owed by Bion to the D2 Trust
will be converted into shares of the Company's common stock
(unless otherwise agreed in writing) upon the earlier to occur of:

     (a) a $5 million or greater equity financing(s) by Bion, in
         which case the amount payable will be converted into
         shares of Bion common stock at the equity price of the
         financing (or, in the event that the $5 million in equity
         financing is obtained in a series of more than one
         financing, the price of the equity financing which pushes
         the aggregate total of the financings above $5 million),
         or

     (b) March 31, 2005, at the then current market price of
         Bion's common stock.

Although Bion is currently seeking other outside sources of
capital, currently it has not been able to secure financing that
is necessary for its current and future operations and there can
be no assurance that sufficient funds will be available from
external sources. Further, there can be no assurance that any such
required funds, if available, will be available on attractive
terms or that they will not have a significantly dilutive effect
on Bion's existing shareholders. Since Bion does not yet have the
ability to generate cash flow from operations, it has
substantially curtailed its current business activities and may
need to cease operations if unable to immediately raise capital
from outside sources. This would have a material adverse effect on
Bion's business and its shareholders.

Bion designs and operates advanced waste and wastewater treatment
systems for a variety of industrial and agricultural applications.

                          *   *   *

As previously reported, there is substantial doubt about the
Company's ability to continue as a going concern.  In connection
with their report on Bion's Consolidated Financial Statements as
of, and for the year ended, June 30, 2002, BDO Seidman, LLP, the
Company's independent certified public accountants, expressed
substantial doubt about the ability of Bion to continue as a going
concern because of recurring net losses and negative cash flow
from operations.


BMC INDUSTRIES: Taps William Blair to Evaluate Strategic Options
----------------------------------------------------------------
BMC Industries, Inc. (NYSE:BMM) is responding to the intensely
competitive market conditions in its aperture mask business by
taking immediate action to contract the operations of its Buckbee-
Mears group into its existing Cortland, NY facility.

"We are taking decisive action to restructure our operations in
order to compete head-to-head in our markets," said Douglas C.
Hepper, chairman and chief executive officer of BMC. "BMC's board
has acted to protect the company's financial position in response
to projections of significant negative cash flow from the German
mask operations. In taking these actions, we remain committed to
meeting the needs of our customers and are putting into place a
new organization within Europe to service customers of both the
Mask and Optical Products businesses. This was a necessary but
difficult decision, and we will work hard to make the transition
as seamless as possible for our customers."

BMC also plans to conduct a structured shutdown of its facility in
Tatabanya, Hungary, which currently performs inspection and other
services for the Buckbee-Mears group and the company's Optical
Products group.

In support of BMC's decision to house its Buckbee-Mears operations
in Cortland, BMC will receive an economic incentive package from a
combination of federal, New York State and local sources. This
package was developed through the joint efforts of New York
Governor George Pataki, U.S. Senator Charles Schumer and U.S.
Congressman Sherwood Boehlert, New York State Senator James
Seward, New York State Assemblywoman Barbara Lifton, the Cortland
County Industrial Agency, the Cortland County Business Development
Corporation, Niagara Mohawk and the City of Cortland.

The realignment of business operations will affect the Optical
Products group in Europe due to BMC's current holding company
structure in Europe. The Optical Products group expects this
realignment to have minimal impact on its ability to service lens
customers. The group's US-based operations will not be affected by
the realignment.

Approximately 375 salaried and hourly employees of the Buckbee-
Mears group in Europe will be impacted by the actions announced
today. BMC is working closely with its advisors and appropriate
governmental authorities in Germany and Hungary to operate
strictly in compliance with its obligations to employees and
others during this process. The company expects to take an
estimated pre-tax restructuring charge in the range of $22 million
to $27 million in the second quarter of 2003.

The company continues to expect a loss from consolidated
operations for the fiscal year ending December 31, 2003. Dramatic
changes in the market dynamics of the global mask market, in
particular a shifting of production to Asia from the company's
home markets in the U.S. and Europe, have intensified competition.
This weakness in the mask market, together with general market
softness in the lens industry, will likely affect the company's
ability to achieve compliance with certain covenants under its
credit facility. BMC is in discussions with its banks in order to
obtain a waiver or other relief from any resulting default.

BMC also announced that its board of directors has retained
William Blair & Company, LLC, to assist the board in the
evaluation of all available strategic alternatives, including new
financing alternatives, potential asset sales, and opportunities
for raising additional capital.

Additionally, BMC announced that it has been advised by the New
York Stock Exchange that the company has fallen below the NYSE's
continued listing criteria relating to minimum share price. The
NYSE requires that the company's stock trade at an average minimum
share price of $1.00 over a 30-day-trading period. The company is
in discussions with the NYSE to obtain a period of time of up to
six months to bring its average share price back above $1.00.

BMC Industries, founded in 1907, comprises two business segments:
Buckbee-Mears and Optical Products. The Buckbee-Mears group offers
a range of services and manufacturing capabilities to meet the
most demanding precision metal manufacturing needs. The group is a
leading producer of a variety of precision photo-etched and
electroformed components that require fine features and tight
tolerances. The group is also the only North American manufacturer
of aperture masks, a key component in color television picture
tubes.

The Optical Products group, operating under the Vision-Ease Lens
trade name, is a leading designer, manufacturer and distributor of
polycarbonate, glass and plastic eyewear lenses. Vision-Ease is a
technology and a market share leader in the polycarbonate lens
segment of the market. Polycarbonate lenses are thinner and
lighter than lenses made of other materials, while providing
inherent ultraviolet (UV) filtering and impact resistant
characteristics.

BMC Industries, Inc. is listed on the New York Stock Exchange
under the ticker symbol "BMM." For more information about BMC
Industries, Inc., visit the Company's Web site at
http://www.bmcind.com


CABLE SATISFACTION: Obtains Court Nod to Postpone Annual Meeting
----------------------------------------------------------------
Cable Satisfaction International Inc. (TSX: CSQ.A) has voluntarily
filed for and obtained an order from Quebec Superior Court for
protection under the Companies' Creditors Arrangement Act. This
step will facilitate the orderly consideration and implementation
of the proposed recapitalization and restructuring plan announced
by the Company on June 13, 2003. While Csii is under court
protection, the Company's subsidiary in Portugal, Cabovisao -
Televisao por Cabo, S.A., is not subject to this court order and
will continue to provide normal service to customers and pay
employees under usual conditions. As part of the court order, the
Company's annual meeting scheduled for June 30, 2003 has been
postponed up to November 30, 2003.

In order for a recapitalization plan to become effective, a court-
supervised vote will be required to obtain consent from Csii's
unsecured creditors as prescribed by Canadian law. In addition,
implementation of any court-sanctioned plan will require or be
subject to the approval of the Cabovisao's bank syndicate,
satisfactory agreements with Cabovisao's trade creditors, the
execution of definitive documentation and the satisfaction of
other customary conditions. There can be no assurance that the
recapitalization plan announced on June 13, 2003 will be completed
successfully or on the terms announced.

The Company will communicate material changes as they arise.

Csii builds and operates large bandwidth (750 Mhz) hybrid fibre
coaxial (HFC) 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 (TSX) under the trading symbol "CSQ.A".


CALYPTE BIOMEDICAL: Nancy Katz Steps Down as President and CEO
--------------------------------------------------------------
Calypte Biomedical Corporation (OTCBB:CYPT), the developer and
marketer of the only two FDA approved HIV-1 antibody tests that
can be used on urine samples, as well as an FDA approved serum
HIV-1 antibody Western blot supplemental test, announced that
effective immediately Nancy Katz will leave the company.

"We appreciate Nancy's contributions and dedication during her
tenure as Calypte's President and CEO for the past three years,"
said Anthony Cataldo, Executive Chairman of Calypte Biomedical.
"Nancy is leaving to pursue other interests."

Ms. Katz has elected to give up her seat on the company's Board.

Calypte Biomedical Corporation headquartered in Alameda,
California, is a public healthcare company dedicated to the
development and commercialization of urine-based diagnostic
products and services for Human Immunodeficiency Virus Type 1
(HIV-1), sexually transmitted diseases and other infectious
diseases. Calypte's tests include the screening EIA and
supplemental Western Blot tests, the only two FDA-approved HIV-1
antibody tests that can be used on urine samples. The company
believes that accurate, non-invasive urine-based testing methods
for HIV and other infectious diseases may make important
contributions to public health by helping to foster an environment
in which testing may be done safely, economically, and painlessly.
Calypte markets its products in countries worldwide through
international distributors and strategic partners. Current product
labeling including specific product performance claims can be
found at http://www.calypte.com

At March 31, 2003, the Company's balance sheet shows a working
capital deficit of about $6 million, and a total shareholders'
equity deficit of about $8 million.


CASCADES INC: Commences Partial Redemption of Class A Preferreds
----------------------------------------------------------------
Cascades Inc. announced that, as at June 27, 2003, its subsidiary,
Cascades Boxboard Group Inc., had redeemed a net amount of $18.4
million of its Class A Preferred Shares. Cascades Inc. and
Cascades Boxboard Group Inc. have reached an agreement with the
holders of the remaining $35 million Class A Preferred Shares that
are presently outstanding to redeem all of the remaining Class A
Preferred Shares by the end of the year.

Cascades Inc. is a leader in the manufacturing of packaging
products, tissue paper and specialized fine papers.
Internationally, Cascades employs nearly 14,000 people and
operates close to 150 modern and versatile operating units located
in Canada, the United States, Mexico, France, England, Germany
and Sweden. Cascades recycles more than two million tons of paper
and board annually, supplying the majority of its fibre
requirements. Leading edge de-inking technology, sustained
research and development, and 39 years of experience in recycling
are all distinctive strengths that enable Cascades to manufacture
innovative value-added products. Cascades' common shares are
traded on the Toronto Stock Exchange under the ticker symbol CAS.

                          *   *   *

As reported in Troubled Company Reporter's February 7, 2003
edition, Standard & Poor's Ratings Services raised its rating on
Cascades Inc.'s US$450 million senior unsecured notes to 'BB+'
from 'BB'. At the same time, the 'BB+' long-term corporate
credit rating and 'BBB-' senior secured debt rating on the
diversified paper and packaging producer were affirmed. The
outlook is stable.

The rating change stems from the redemption of the US$125
million 8.375% senior notes outstanding of Cascades' operating
subsidiary, Cascades Boxboard Group Inc. This redemption will be
financed by the senior unsecured notes offering, which was
increased to US$450 million from the proposed US$325 million.


CHILDTIME LEARNING: March 28 Working Capital Deficit Tops $13MM
---------------------------------------------------------------
Childtime Learning Centers, Inc. (Nasdaq: CTIM) announced
operating results for the fiscal year ended March 28, 2003, which
reflect a substantial increase in revenues over last year, largely
resulting from the July 2002 acquisition of Tutor Time Learning
Systems, Inc. During the fourth quarter of fiscal 2003 (12 weeks
ended March 28, 2003), the Company generated an operating income
for the first time this fiscal year.

For the fourth quarter of fiscal 2003, the Company's revenues
increased by 40.9% to $45.8 million from $32.5 million for the
same period last year. For the fiscal year ended March 28, 2003,
the Company's revenues increased to $177.4 million, as compared to
last year's revenues of $141.4 million, a 25.5% increase. The
increases were primarily attributable to the acquisition of Tutor
Time, which generated revenues of $12.6 million for the quarter
and $36.0 million for the fiscal year.

Gross profit for the fourth quarter of fiscal 2003 was $6.3
million, as compared to $3.6 million for the same period last
year. The increase was attributable to the acquisition of Tutor
Time, which contributed $1.4 million and improved Childtime center
operations, which contributed $1.3 million. Gross profit for
fiscal 2003 increased to $19.7 million from $16.8 million in
fiscal 2002. The increase was attributable to the acquisition of
Tutor Time, which contributed $3.5 million, partially offset by a
decline in Childtime center operations of $0.6 million.

For the fourth quarter of fiscal 2003, the Company generated
operating income of $0.7 million as compared to an operating loss
of $3.6 million for same period last year, which included
impairment charges of $1.9 million under SFAS No. 142, Goodwill
and Other Intangible Assets. Fiscal 2003 operating loss was $10.3
million, as compared to an operating loss of $5.7 million for
fiscal 2002. Fiscal 2003 included a $7.6 million charge for
goodwill and fixed asset impairment under SFAS No. 142 and SFAS
No. 144, Accounting For The Impairment or Disposal of Long-Lived
Assets, compared to a $1.9 million charge for these items in
fiscal 2002.

Net loss for the fourth quarter of fiscal 2003 was $0.3 million,
as compared to a net loss of $2.5 million for the same period last
year. Net loss for fiscal 2003 was $18.2 million, including an
adjustment of $5.0 million (net of taxes) for the cumulative
effect of goodwill impairment under SFAS 142, as compared to a net
loss of $4.0 million for fiscal 2002.

"We have made significant and measurable improvements in this last
year despite the difficult economy," said Bill Davis, the
Company's President and CEO. "The improvements were particularly
evident in the last half of the year. This resulted in our
achieving an operating income in the fourth quarter, the first
time we have done so this year. Our progress reflects the
successful integration of Tutor Time, the cohesion of our new
management team and the implementation of business processes to
improve revenues and reduce costs."

"In addition, the completion of our rights offering last month --
which retired $12.3 million in subordinated notes and related
accrued and unpaid interest, and therefore reduced annual interest
expense by more than $1.8 million -- has significantly
strengthened our balance sheet and enabled the Company to invest
in future growth," Davis added. "We look forward to a return to
profitability in the coming fiscal year."

As previously reported, the Company received notification on May
12, 2003, from Nasdaq Listing Qualifications that, for 30
consecutive trading days, the bid price of the Company's Common
Stock had closed below the minimum $1.00 per share requirement for
continued inclusion on The Nasdaq SmallCap Market under
Marketplace Rule 4310(C)(4). Therefore, in accordance with
Marketplace Rule 4310(C)(8)(D), the Company was provided 180
calendar days, or until November 10, 2003, to regain compliance or
be subject to possible delisting.

By letter dated June 19, 2003, the Company was notified by Nasdaq
that the bid price of the Company's Common Stock had closed at or
above $1.00 per share for a minimum of ten consecutive trading
days and, thus, the Company had regained compliance with
Marketplace Rule 4301(C)(4) and avoided delisting.

At March 28, 2003, the Company's balance sheet shows that its
total current liabilities outweighed its total current assets by
about $13 million.

Childtime Learning Centers, Inc. -- http://www.childtime.com-- of
Novi, MI acquired Tutor Time Learning Systems, Inc., --
http://www.tutortime.com-- on July 19, 2002, and is one of the
nation's largest publicly-traded child care providers with
operations in 30 states, the District of Columbia and
internationally. Childtime Learning Centers, Inc. has over 7,500
employees and licensed capacity to provide education and care for
over 50,000 children daily in over 470 corporate and franchise
centers worldwide.

                        *   *   *

As previously reported, the Company maintains a $17.5 million
secured revolving line of credit facility entered into on
January 31, 2002, as amended. Outstanding letters of credit
reduced the availability under the line of credit in the amount
of $2.6 million at January 3, 2003 and $1.8 million at March 29,
2002. Under this agreement, the Company is required to maintain
certain financial ratios and other financial conditions. In
addition, there are restrictions on the incurrence of additional
indebtedness, disposition of assets and transactions with
affiliates. At July 19, 2002 and at October 11, 2002, the Company
had not maintained minimum consolidated EBITDA levels and had not
provided timely reporting as required by the Amended and Restated
Credit Agreement. The Company's lender approved waivers to the
Amended and Restated Credit Agreement for financial results for
the quarter ended October 11, 2002. The Company's noncompliance
with the required consolidated EBITDA levels continued as of
January 3, 2003. In February 2003, the Amended and Restated Credit
Agreement was further amended, among other things, to revise the
financial covenants for the quarters ended January 3 and March 28,
2003 and to shorten the maturity of the line of credit to July 31,
2003. The Company is in compliance with the agreement, as amended.

The Company intends to extend and further amend this agreement
prior to the maturity date, but no assurance can be given that the
Company will be successful in doing so. Should the Company be
unsuccessful in amending this agreement, the Company would be in
default of the agreement, unless alternative financing could be
obtained, and would not have sufficient funds to meet operating
obligations.


CLAYTON HOMES: Will Proceed with Annual Meeting on July 16, 2003
----------------------------------------------------------------
Clayton Homes, Inc. (NYSE:CMH) announced that the Delaware
Chancery Court entered an order rejecting the request by Orbis
Investment Management Limited that the Company hold an annual
meeting of stockholders in advance of the July 16 special meeting
of the Company's stockholders to vote on a proposal to adopt the
Agreement and Plan of Merger, dated as of April 1, 2003, among the
Company, Berkshire Hathaway Inc. and a subsidiary of Berkshire
Hathaway. The Company issued the following statement in response
to Friday's decision by the Delaware Chancery Court:

"We are pleased with the Court's decision. We will proceed with
the July 16 special meeting of the Company's stockholders to vote
on the proposed merger. In the event that the merger is not
completed, we will, consistent with the Court's order, hold an
annual meeting of stockholders as soon as reasonably practicable
after the July 16 special meeting."

The Company also announced that its fourth quarter earnings per
share will likely be 5 to 7 cents below last year's 25 cents per
share for the same period. A combination of industry shipments
decreasing 26% year to date, the continuing unfavorable interest
rate differential between site built housing rates and
manufactured housing rates, the double digit declines reported in
manufacturing and retail business quarter to date, and a
challenging asset backed securitization market that led to no
securitizations during the fourth quarter have contributed to the
decline.

Clayton Homes, Inc. (Fitch/BB+ Senior Unsecured Rating/Positive)
is a vertically integrated manufactured housing company with 20
manufacturing plants, 296 Company owned stores, 611 independent
retailers, 86 manufactured housing communities, and financial
services operations that provide mortgage services for 168,000
customers and insurance protection for 100,000 families.


COGENTRIX ENERGY: Auditors Express Going Concern Uncertainty
------------------------------------------------------------
Cogentrix of Oklahoma, Inc., an indirect, wholly-owned subsidiary
of Cogentrix Energy, Inc., was formed to own and hold 100% of the
membership interest in Green Country Energy, LLC.  Green Country
is the owner of an approximate 810-megawatt combined-cycle,
natural gas-fired electric generating facility located in Jenks,
Oklahoma.

On June 10, 2003, COK sold 100% of its direct membership interest
in Green Country to a newly formed limited liability company,
Green Country Holding LLC formed by affiliates of General Electric
Structured Finance, Inc. in exchange for cash consideration and a
10% interest in the Purchaser. As a result of the transaction,
Green Country is now wholly-owned by the Purchaser, and the
Purchaser is 90% owned by GESF and 10% owned by COK.  COK remains
an indirect, wholly-owned subsidiary of CEI.  The purchase was
effected pursuant to a purchase agreement dated April 11, 2003.
The sale to the Purchaser was consummated in connection with a
refinancing of the Green Country bank loan which refinancing
required additional equity contributions from GESF and COK.  GESF
contributed the entire cash consideration for the sale and a
capital contribution to the Purchaser as required under the
refinancing of the Green Country bank loan.

In connection with the refinancing and sale of the Green Country
interest, GESF and the financial institutions providing the
refinancing required that CEI and COK provide certain guarantees
and indemnities pursuant to the Purchase Agreement and other
related transaction agreements.  These guarantees and indemnities
are related to any claims, costs or expenses arising from: (1)
certain litigation to which Green Country is a party, (2) a
performance guarantee for services provided to Green Country by a
CEI affiliate, and (3) any claim arising out of a breach of
representations and warranties made under the Purchase Agreement.
In connection with the refinancing, COK agreed to escrow a portion
of the sale proceeds until final and non-appealable resolution of
the litigation has been reached.

The sale proceeds received by CEI, net of the Litigation Escrow,
COK capital contribution required upon refinancing, and
transaction costs were approximately $72 million. CEI utilized $50
million of these proceeds to repay borrowings outstanding under
the CEI corporate credit facility.

As a result of the maturity of $247.5 million in obligations
outstanding under the CEI corporate credit facility in October
2003, CEI's independent auditors expressed a going concern
uncertainty in their report on CEI's consolidated financial
statements for the year ended December 31, 2002, which triggered
an event of default under the corporate credit facility.  On May
29, 2003, CEI executed a forbearance agreement with the lenders to
the corporate credit facility pursuant to which the lenders agreed
to forbear through July 31, 2003 from terminating their
commitments or accelerating the outstanding obligations and
demanding payment.  Additionally, the lenders agreed to allow CEI
to continue to convert to borrowings, drawings under outstanding
letters of credit issued under the corporate credit facility
during this forbearance period.

In consideration of the aforementioned forbearance, CEI agreed to:
(1) utilize $50 million of the Green Country sale proceeds to
repay borrowings outstanding under the corporate credit facility,
(2) utilize any net proceeds of the Litigation Escrow received by
CEI to repay borrowings outstanding under the corporate credit
facility, (3) restrict any CEI subsidiaries from modifying or
terminating any letter of credit issued under the corporate credit
facility, and (4) reduce the lenders' commitment under the
corporate credit facility from $250 million to $225 million upon
receipt of the $50 million repayment related to the Green Country
sale proceeds.


COLE NATIONAL: Bank Lenders Amend and Extend Credit Agreement
-------------------------------------------------------------
Cole National Corporation (NYSE: CNJ) (S&P/BB- Corporate Credit
Rating/Negative) has amended, restated and extended its Credit
Agreement with its bank lenders.  The maturity date of the credit
facility was extended to February 1, 2007 from May 31, 2006.  The
size of the facility was adjusted to $60 million from $75 million.
In addition, certain financial covenants, including the maximum
leverage coverage test, were amended.

As of May 3, 2003, the end of the Company's first quarter for
fiscal 2003, commitments outstanding under Cole National's letters
of credit totaled $11.5 million.  There were no working capital
borrowings outstanding at any time during the first quarter.

Cole National Corporation's vision business, together with Pearle
franchisees, has 2,180 locations in the U.S., Canada, Puerto Rico
and the Virgin Islands, and includes Cole Managed Vision, one of
the largest managed vision care benefit providers with multiple
provider panels and nearly 20,000 practitioners.  Cole's
personalized gift business, Things Remembered, serves customers
through 761 locations nationwide, catalogs, and the Internet at
http://www.thingsremembered.com

Cole also has a 21% interest in Pearle Europe, which has 1,166
optical stores in Austria, Belgium, Estonia, Finland, Germany,
Italy, the Netherlands, Poland, Portugal, Russia and Sweden.


COMM'L MONEY: Court Clears Settlement with Lakeland Bank et al.
---------------------------------------------------------------
The following discussion updates prior disclosures relating to the
pending bankruptcy proceedings of Commercial Money Center, Inc.
and Commercial Servicing Corporation, Case No. 02-09721-H, (United
States Bankruptcy Court, Southern District of California), as well
as the proceedings in and related cases now pending in In re
Commercial Money Center, Inc. Equipment Lease Litigation in the
United States District Court for the Northern District of Ohio,
Eastern Division, MDL Case No. 1:02-CV-16000. The Bankruptcy
Proceedings are related to, but distinct from, the MDL
Proceedings.

On June 11, 2003, the California Bankruptcy Court approved a
settlement agreement among Lakeland Bank, NetBank and the chapter
7 bankruptcy trustee. The Amended Lakeland Agreement resolves all
claims of the Trustee with respect to the leases that were
guaranteed by surety bonds issued by RLI Insurance Company and
American Motorists Insurance Company, as well as all claims
related to the surety bonds. The Amended Lakeland Agreement did
not settle the Trustee's alleged claims related to the leases
guaranteed with surety bonds issued by Royal Indemnity Company or
its claims related to those surety bonds.

Lakeland believes that the approval of the Amended Lakeland
Agreement enhances its position in the separate MDL Proceedings
since the agreement resolves any conflicts previously presented by
the Trustee's assertion of claims relating to the RLI and AMICO
leases and surety bonds. Lakeland intends to seek recovery against
RLI, AMICO and Royal for the amounts paid pursuant to this
settlement.  The Trustee's claims against Lakeland concern the
leases and related surety bonds that Lakeland purchased from
Commercial Money Center, Inc. These claims are based on the
Trustee's assertion that Lakeland's interests in the leases were
not properly perfected and that he could avoid those interests, as
well as Lakeland's interests in the related surety bonds, under
the Bankruptcy Code. Lakeland disputes these claims, but contends
that, in any event, it was the responsibility of CMC, as well as
all of the Sureties who issued surety bonds guaranteeing payment
of Lakeland's interests in the leases purchased from CMC, to make
sure that Lakeland's interests were properly perfected.

In addition to approving the Amended Lakeland Agreement, the
California Bankruptcy Court approved a settlement agreement
between the Trustee and one of the Sureties, Royal Indemnity
Company.  Under the Amended Royal Agreement, Royal has agreed,
among other things, to fund litigation by the Trustee against
Lakeland to avoid its interests in the leases that were guaranteed
by surety bonds issued by Royal, as well as Lakeland's interests
in the surety bonds themselves. Lakeland intends to vigorously
defend these claims and to pursue recovery from Royal for all
damages suffered and costs incurred as a result of Royal's
financing of these claims.

As has been reported in prior filings, CMC, the originator, seller
and subservicer of certain leases purchased by Lakeland, filed for
bankruptcy protection on May 30, 2002 with the United States
Bankruptcy Court for the Southern District of Florida. The Florida
Bankruptcy Court ordered that all collections by the servicers and
sub-servicers under the leases be paid in escrow to the bankruptcy
trustee pending final resolution of rights to those collections.
On September 18, 2002, the bankruptcy action was transferred to
the United States Bankruptcy Court for the Southern District of
California.   On February 5, 2003, Lakeland and the Trustee
entered into a proposed settlement agreement, subject to the
California Bankruptcy Court's approval, that would have settled
and resolved all of the CMC bankruptcy estate's claims against
Lakeland. These claims, which are strongly contested by Lakeland,
are based on the Trustee's assertion that Lakeland's interests in
the leases were not perfected and that he could avoid those
interests, as well as Lakeland's interests in the surety bonds and
insurance policies that guarantee the income stream from the
leases, under Section 544 of the United States Bankruptcy Code. On
February 19, 2003, the Trustee filed a motion with the California
Bankruptcy Court requesting approval of the Lakeland Settlement.

A hearing on the Trustee's motion to approve the Lakeland
Settlement was set for April 2, 2003. At the hearing, the Trustee
requested a continuance on his motion and announced that he had
entered into a separate proposed agreement with Royal Indemnity
Company, one of the sureties who issued surety bonds guaranteeing
the payments from leases that Lakeland purchased from CMC. The
Trustee indicated that the California Bankruptcy Court should not
consider the proposed Lakeland Settlement without also considering
the proposed Royal Agreement and determining which settlement
would provide greater benefit to the bankruptcy estate. The
Trustee also stated that his preliminary review indicated that the
Royal Agreement provided greater benefits to the bankruptcy estate
than the Lakeland Settlement. The California Bankruptcy Court
scheduled a status conference for May 22, 2003, and an evidentiary
hearing for June 4-5, 2003.   On May 22, 2003, the Trustee and
Lakeland informed the California Bankruptcy Court that they had
entered into a revised settlement that, according to the Trustee,
yielded greater benefits to the bankruptcy estate than the
benefits offered by the Royal Agreement. The California Bankruptcy
Court ordered that Royal would be given the opportunity to
increase its offer to the Trustee at the hearing on June 4-5,
2003.

On June 4-5, 2003, Royal increased its offer to the Trustee, which
in turn was countered by Lakeland. After a series of competing
offers, the California Bankruptcy Court adjourned on June 5, 2003
to allow the parties to attempt to negotiate a settlement.

The following is a summary of the Amended Lakeland Agreement:

The Trustee assigns to Lakeland any interest the bankruptcy estate
may have in the leases that Lakeland purchased from CMC that were
guaranteed by surety bonds issued by RLI and AMICO.

The Trustee assigns to Lakeland any interest the estate may have
in the RLI and AMICO Bonds and releases any claims the Trustee may
have against Lakeland relating to the RLI and AMICO Leases and the
RLI and AMICO Bonds.

Lakeland will pay the bankruptcy estate $700,980 in cash.

Lakeland will also pay the bankruptcy estate an amount equal to
14.17% of its recovery from RLI and AMICO in the MDL Proceedings,
in an amount not to exceed $851,190.

Lakeland will pay to the Trustee an amount equal to 38% of all
future income derived from the RLI and AMICO Leases and related
collateral.

The Trustee has agreed that Lakeland may retain its security
interest in the collateral in the RLI and AMICO Leases. In
return, however, Lakeland has acknowledged that its security
interests secured the right to collect on a lease-by-lease basis
and was not cross-collateralized between leases in lease pools.
The net effect of this arrangement is that Lakeland will recognize
the value of repossessed equipment under defaulted leases, but the
bankruptcy estate will receive the value of any residual payments
under leases that fully perform.

The following is a summary of the Amended Royal Agreement:

Royal will pay to the Trustee the sum of $3,000,000 in cash out of
its own funds.

Royal will pay to the Trustee the sum of up to $500,000 (plus
additional amounts in the sole discretion of Royal) to fund the
legal expenses and costs of the Trustee in pursuing claims against
NetBank and Lakeland to set aside or avoid NetBank and Lakeland's
interests in the lease pools that Lakeland purchased from CMC and
that were guaranteed by surety bonds issued by Royal, collection
accounts containing the income stream from the Royal Leases,
reserves to secure payment of the Royal Leases, and the surety
bonds issued by Royal guaranteeing payment of the income stream
from the Royal Leases.

Collections from the Royal Leases shall remain in escrow with the
Trustee until final resolution of the avoidance claims. If
Lakeland prevails on the avoidance claims, collections on the
Royal Leases should be remitted to Lakeland.

If the Trustee recovers any amounts against NetBank and Lakeland
on its avoidance claims, the Trustee shall first reimburse Royal
for $2 million of the amount paid to the Trustee. Then, the
Trustee shall receive 95% and Royal shall receive 5% of any
recoveries until the Trustee has received a total of $3,420,000.
Thereafter, Royal shall receive the next $1 million plus any
amounts paid to or on behalf of the Trustee for the Litigation
Expenses. Finally, the Trustee and Royal will share equally in any
additional recoveries from NetBank and Lakeland.

If the Trustee is successful in avoiding NetBank and Lakeland's
interests in the Royal Bonds, the Trustee has agreed to the
rescission of the Royal Bonds.

Upon final resolution of NetBank and Lakeland's claims in the MDL
Proceedings, Royal will pay to the Trustee an amount equal to 4%
of the difference between $40 million and the total amount that
Royal is required to pay NetBank and Lakeland under the Royal
Bonds, not to exceed $800,000.

The Trustee transfers to Royal an undivided 10% interest in any
residual rights that the Trustee has in the equipment that is part
of the collateral for the lease streams.

Royal shall have an allowed unsecured claim in the amount of
Royal's Proof of Claim, which shall be reduced by: (1) any
payments received by Royal under the Amended Royal Agreement in
excess of what Royal pays under the Amended Royal Agreement, (2)
the amount of any premiums received (if the bonds are rescinded);
(3) the amount of any cash reserves retained by Royal; and (4) the
amount that the Proof of Claim exceeds amounts paid by Royal under
the Royal Bonds.

Lakeland intends to vigorously pursue its claims against the
Sureties in the MDL Proceedings and has filed a Motion for Leave
to Supplement its Complaint in the MDL Proceedings to allege
additional claims relating to Royal's actions in
connection with the Bankruptcy Proceedings.


CONEXANT SYSTEMS: Completes Mindspeed Technologies Spin-Off
-----------------------------------------------------------
Conexant Systems, Inc. (Nasdaq:CNXT), a worldwide leader in
semiconductor system solutions for communications applications,
completed the tax-free spin-off to its shareowners of Mindspeed
Technologies, Inc. after market close Friday.

Mindspeed began regular trading of its shares on the American
Stock Exchange under the ticker symbol "MND" on June 30.
Conexant's shares will continue to trade on the Nasdaq exchange
under the ticker symbol "CNXT."

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

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

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

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


CONSECO FINANCE: Wants Nod to Sell Credit Accounts to EMCC Inc.
---------------------------------------------------------------
The Conseco Finance Debtors have reached an Asset Sale Agreement
with EMCC, Inc.  The assets to be purchased are:

    -- manufactured home loan and credit accounts with unpaid
       balances that have been charged off by the CFC Debtors as
       uncollectible obligations; and

    -- manufactured home loan and credit accounts with unpaid
       deficiency balances remaining after repossession and sale
       of the collateral securing the account with outstanding
       balances that remain obligations of the defaulting
       customers.

CFN Investment Holdings, proposed purchaser of the CFC Debtors'
assets, has given its required consent to this Transaction.  EMCC
will pay the sum of:

   (i) 0.0489125% of the aggregate of the unpaid balances for the
       Accounts as of May, 20, 2003; minus

  (ii) 100% of the collections net of third party collection costs
       and expenses; and minus

(iii) any adjustments.

The CFC Debtors preliminarily estimate that the price for these
assets will be $3,354,000. (Conseco Bankruptcy News, Issue No. 27;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


CROSS MEDIA: Look for Schedules and Statements by Month-End
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Cross Media Marketing Corporation and its debtor-affiliates
an extension of the deadline by which they must file their
schedules of assets and liabilities, statements of financial
affairs and lists of executory contracts and unexpired leases
required under 11 U.S.C. Sec. 521(1).  The Debtors have until
July 31, 2003 to file these required documents.

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 CASTLE INT'L: Prices $200 Million Convertible Senior Notes
----------------------------------------------------------------
Crown Castle International Corp. (NYSE: CCI) announced the pricing
of $200 million of Convertible Senior Notes due July 15, 2010.  In
addition, Crown Castle has granted the underwriters of the notes a
30-day option to purchase up to an additional $30 million
principal amount of the notes.  The notes will be convertible into
shares of Crown Castle common stock at a conversion rate of
92.3361 shares of Crown Castle common stock per $1,000 principal
amount of notes, representing a conversion price of $10.83 per
common share.

Interest on the notes will be payable in cash semi-annually at the
rate of 4% per annum beginning January 15, 2004.  Crown Castle has
the option to redeem some or all of the notes for cash at any time
on or after July 18, 2008 at a redemption price plus any accrued
and unpaid interest to the redemption date.

Crown Castle intends to use the net proceeds from this offering to
fund a portion of the previously announced redemption on July 7,
2003 of its 10-5/8% Senior Discount Notes.  This offering retains
Crown Castle's flexibility to utilize a portion of its existing
cash balances to purchase or redeem all of its outstanding 12-3/4%
Senior Exchangeable Preferred Stock due 2010, which had an
aggregate redemption value of $245.8 million as of March 31, 2003.
Crown Castle currently expects to purchase or redeem the 12-3/4%
Senior Exchangeable Preferred Stock no later than December 15,
2003, the first contractual optional redemption date for such
securities.

Crown Castle International Corp. (S&P/B-/Negative) engineers,
deploys, owns and operates technologically advanced shared
wireless infrastructure, including extensive networks of towers
and rooftops as well as analog and digital audio and television
broadcast transmission systems. Crown Castle offers near-universal
broadcast coverage in the United Kingdom and significant wireless
communications coverage to 68 of the top 100 United States
markets, to more than 95 percent of the UK population and to more
than 92 percent of the Australian population. Crown Castle owns,
operates and manages over 15,500 wireless communication sites
internationally.  For more information on Crown Castle, visit:
http://www.crowncastle.com


CROWN PACIFIC: Files for Chapter 11 Reorganization in Arizona
-------------------------------------------------------------
Crown Pacific Partners, L.P. (OTC Bulletin Board: CRPP), an
integrated forest products company, has filed for reorganization
under Chapter 11 of the U.S. Bankruptcy Code.  The Partnership
will continue to operate its businesses during the period of the
reorganization process. The filing includes the Partnership and
its subsidiaries.

The voluntary Chapter 11 petitions were filed in the U.S.
Bankruptcy Court in Phoenix, Arizona.  After several months of
negotiations with its lenders, the Partnership has been unable to
recapitalize outside the protection of the bankruptcy process.
The previously announced forbearance with its lenders expired
today, and Crown Pacific determined that Chapter 11 reorganization
is in the best long-term interests of all of its stakeholders.

The Partnership expects that its trade suppliers, unsecured trade
creditors, employees and customers will not be materially
adversely affected by the outcome of this process.

As part of the Bankruptcy filing the Partnership has requested
that the Court approve a debtor-in-possession (DIP) financing in
the amount of $40 million the Partnership has arranged with CIT.

"We expect to remain a reliable supplier of our products to our
customers, and we do not expect any interruption to our operations
as a result of the reorganization," said Peter W. Stott, President
and CEO of Crown Pacific.  "We will do all that we can to see that
the restructuring goes as expeditiously as possible.  We have a
very dedicated workforce and some excellent operating assets.  We
expect to emerge from this process as a stronger, more flexible
company with an ability to better focus our attention on the needs
of our customers," Stott concluded.

Crown has engaged The Blackstone Group, L.P. to assist it in
exploring various financial restructuring alternatives, including
stand-alone recapitalization and third-party investment scenarios.

Crown Pacific Partners, L.P. (OTC Bulletin Board: CRPP) is an
integrated forest products company.  Crown Pacific owns and
manages approximately 524,000 acres of timberland in Oregon and
Washington, and uses modern forest practices to balance growth
with environmental protection.  Crown Pacific operates mills in
Oregon and Washington, which produce dimension lumber, and also
distributes lumber products though its Alliance Lumber operation.


CROWN PACIFIC PARTNERS: Case Summary & Largest Unsec. Creditors
---------------------------------------------------------------
Lead Debtor: Crown Pacific Partners L.P.
             805 S.W. Broadway, Suite 1500
             Portland, Oregon 97205-3339

Bankruptcy Case No.: 03-11260

Debtor Affiliates Filing Separate Chapter 11 Petitions:

        Entity                                     Case No.
        ------                                     --------
        CP Acquisition Co.                         03-11258
        Crown Pacific Limited Partnership          03-11259
        CP Air Inc.                                03-11261
        CP Acquisition Ii Co.                      03-11262
        CP Acquisition Iii Co.                     03-11263

Type Of Business: Integrated solid wood forest products producer,
                  with operations in three primary segments -
                  timberlands, lumber manufacturing and wholesale
                  marketing and distribution of forest products

Chapter 11 Petition Date: June 29, 2003

Court: District Of Arizona (Phoenix)

Judge: Randolph J. Haines

Debtors' Counsels: Alisa C. Lacey, Esq.
                   C. Taylor Ashworth, Esq.
                   Osborn Maledon, P.A.
                   2929 N. Central Avenue,
                   Suite 2100
                   Phoenix, AZ 85012
                   Tel: 602-640-9330
                   Fax : 602-664-2054

                        -and-

                   Hugh Ray, Esq.
                   Andrews & Kurth LLP
                   600 Travis, Suite 4200
                   Houston, TX 77002-3090
                   Tel: 713-220-4200
                   Fax : 713-220-4285

Total Assets: $601,884,000 (as of March 31, 2003)

Total Debts: $580,244,000 (as of March 31, 2003)

Crown Pacific Ltd.'s 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Washington State Dept. of   Fire Damage             $1,016,550
Natural Resources
PO Box 47017
Olympia, WA 98504
Tel: No. 360-664-8519
Michael J. Rollinger
Asst. Atty. General

Weyerhaeuser Company        Trade Debt                 $75,010

Boise Building Solutions    Trade Debt                 $68,284

Lumbermens Underwriting     Trade Debt                 $47,109
Alliance

American International      Trade Debt                 $40,332
Forest Products

Sunset Forest               Trade Debt                 $34,792

Cost Management Services    Trade Debt                 $26,000

Liberty Security            Trade Debt                 $17,597

Columbia River Log Scaling  Log Scaling                $15,000

Pacific Rim Log Scaling     Log Scaling                $15,000
Bureau

Snavely Forest Products     Trade Debt                 $12,904

Forest Marketinh Inc.       Trade Debt                 $10,876

Yellowstone Transportation  Trade Debt                  $7,710

Hamer Environmental LP      Trade Debt                  $4,754

Angeles Machine Works Inc.  Trade Debt                  $4,806

Fuchs Lubricants            Trade Debt                  $4,408

Samuel Strapping Systems    Trade Debt                  $3,354

Western Wood Products Assn. Trade Debt                  $3,000

Whatcom Security Agency     Trade Debt                  $2,831

Louisiana Pacific Corp.     Trade Debt             Unliquidated


CWMBS INC: Fitch Rates Class B-3 and B-4 P-T Certs. at BB/B
-----------------------------------------------------------
CWMBS, Inc.'s mortgage pass-through certificates, CHL Mortgage
Pass-Through Trust 2003-28 classes A-1 through A-13, PO and A-R
(senior certificates, $297,958,100) are rated 'AAA' by Fitch
Ratings. In addition, Fitch rates class M ($4,481,000) 'AA', class
B-1 ($1,699,000) 'A', class B-2 ($927,000) 'BBB', class B-3
($618,000) 'BB' and class B-4 ($464,000) 'B'.

The 'AAA' rating on the senior certificates reflects the 2.85%
subordination provided by the 1.45% class M, 0.55% class B-1,
0.30% class B-2, 0.20% privately offered class B-3, 0.15%
privately offered class B-4 and 0.20% privately offered class B-5
(not rated by Fitch). Classes M, B-1, B-2, B-3 and B-4 are rated
'AA', 'A', 'BBB', 'BB' and 'B', respectively, based on their
respective subordination.

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
also reflect the quality of the underlying mortgage collateral,
strength of the legal and financial structures and the master
servicing capabilities of Countrywide Home Loans Servicing LP
(Countrywide Servicing) - rated 'RPS1' by Fitch, a direct wholly
owned subsidiary of Countrywide Home Loans, Inc. (CHL).

The certificates represent an ownership interest in a pool of
conventional, fully amortizing, 20- to 30-year fixed-rate mortgage
loans, secured by first liens on one- to four-family residential
properties. As of the closing date (June 27, 2003), the mortgage
pool demonstrates an approximate weighted-average original loan-
to-value ratio of 67.57%. Approximately 55.06% of the loans were
originated under a reduced documentation program. Cash-out
refinance loans represent 13.98% of the mortgage pool and second
homes 1.33%. The average loan balance is $491,257. The weighted
average FICO credit score is approximately 744. All of the
mortgage loans are originated in the state of California (100%).
The five regions that represent the largest portion of mortgage
loans are Los Angeles County (31.79%), Orange County (12.46%), San
Diego County (10.33%), Santa Clara County (7.98%), and Alameda
County (5.45%). The collateral characteristics provided are based
off the mortgage loans as of the closing date. Fitch ensures that
the deposits of subsequent loans conform to representations made
by CHL. The deal is 99.52% funded as of the closing date (June 27,
2003).

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

Approximately 95.08% and 4.92% of the mortgage loans were
originated under CHL's standard underwriting guidelines and
expanded underwriting guidelines, respectively. Mortgage loans
underwritten pursuant to the expanded underwriting guidelines may
have higher loan-to-value ratios, higher loan amounts, higher
debt-to-income ratios and different documentation requirements
than those associated with the standard underwriting guidelines.
In analyzing the collateral pool, Fitch adjusted its frequency of
foreclosure and loss assumptions to account for the presence of
these attributes.

CWMBS purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust. The Bank of New York
will serve as trustee. For federal income tax purposes, an
election will be made to treat the trust fund as multiple real
estate mortgage investment conduits.


DENALI CAPITAL: S&P Assigns Prelim. BB Rating to Cl. B-2L Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Denali Capital CLO III Ltd./Denali Capital CLO III
(Delaware) Corp.'s $378.5 million fixed- and floating-rate notes
due 2015.

The preliminary ratings are based on information as of
June 27, 2003. Subsequent information may result in the assignment
of final ratings that differ from the preliminary ratings.

     The preliminary ratings reflect the following:

     -- The credit enhancement provided to each class of notes
        through the subordination of cash flows to more junior
        classes and preferred shares;

     -- The transaction's cash flow structure, which has been
        subjected to various stresses requested by Standard &
        Poor's;

     -- The experience of the collateral manager; and

     -- The legal structure of the transaction, including the
        bankruptcy remoteness of the issuer.

                PRELIMINARY RATINGS ASSIGNED
                Denali Capital CLO III Ltd./
           Denali Capital CLO III (Delaware) Corp.

        Class          Rating       Amount (mil. $)
        A-1L           AAA                    295.0
        A-2L           AA                      18.5
        A-3F           A-                       5.0
        A-3L           A-                      31.0
        B-1L           BBB                     18.0
        B-2L           BB                      11.0


DOMAN INDUSTRIES: Chester Johnson Steps Down from Board of Dir.
---------------------------------------------------------------
Doman Industries Limited announced that, at its annual meeting of
shareholders, Mr. Chester Johnson retired from the board. The
Chairman, Mr. Herb S. Doman said:

"Mr. Johnson made a great contribution in his nearly 20 years as a
director and he deserves our thanks for his counsel and dedication
during his time with the Company."

The seven remaining directors who were re-elected are:

    Mr. Herb S. Doman Chairman
    Mr. Rick Doman President and CEO
    Mr. Jake Brouwer
    Mr. Ian Danvers
    Mr. Joseph Frumento
    Mr. Bud Smith
    Mr. Roger Stanyer

                         *    *    *

At March 31, 2003, Doman Industries reported a total
shareholders' equity deficit of about CDN$363 million.

As part of the plan, on November 7, 2002, the Company obtained a
B.C. Supreme Court order for protection under the Companies'
Creditors Arrangement Act. The effect of the order, and
subsequent extensions, has been to stay the Company's current
obligations to creditors, in order that a plan of compromise or
arrangement can be approved and implemented.

The proposed plan was designed to keep Doman intact and
establish a capital structure to position the Company as a
strong long-term competitor in the British Columbia coastal
forest products industry. The proposed plan would reduce the
Company's long-term debt from US$673 million to US$273 million
and provide a minimum US$32.5 million in funds for working
capital purposes.

On March 7, 2003 the Company's application to file its proposed
plan and call a creditors' meeting was dismissed by the Court as
a result of objections raised by an ad hoc committee of Secured
Noteholders. Permission, however, was granted to the Company to
reapply with a revised plan of compromise or arrangement.

On April 25, 2003 the Company obtained an extension of the stay
of proceedings to July 23, 2003 in order to provide it more time
to revise its plan. Discussions with representatives of secured
and unsecured noteholders are continuing but the Company does
not expect to file a revised plan before June 2003.


DVI CORP: S&P Junks Counterparty Rating to CCC after SEC Ruling
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Jamison,
Pennsylvania-based DVI Inc., including its long-term counterparty
credit rating to 'CCC+' from 'B', following the announcement that
the SEC has taken the position that the company's most recent 10-Q
filings are deficient. The ratings were removed from CreditWatch
with negative implications, where they were placed on June 5,
2003. The outlook is negative.

Standard & Poor's is concerned that the company noted that this
may cause DVI to be in default of covenants within certain
indentures and other agreements that govern various debt
obligations. "Additionally, since many of the DVI's debt
obligations contain cross-default or cross-acceleration
provisions, a successful claim of default would have serious
adverse consequences," said credit analyst Steven Picarillo.
Standard & Poor's is concerned about the impact this may have on
both short-term and long-term liquidity, most notably the
company's $155 million senior notes maturing in February 2004.


EISBERG FINANCE: Fitch Drops Class D Floating-Rate Notes to DD
--------------------------------------------------------------
Fitch Ratings has downgraded one class of notes and affirmed three
classes of notes from the Eisberg Finance Ltd. transaction.
Eisberg is a synthetic balance sheet collateralized debt
obligation established by UBS AG, London Branch to provide credit
protection on a $2.5 billion portfolio of investment grade,
corporate debt obligations.

The following class has been downgraded and removed from Rating
Watch Negative:

     -- $15,000,000 class D floating-rate notes to 'DD' from 'C'.

The following classes have been affirmed:

     -- $85,500,000 class A floating-rate notes 'AAA';
     -- $65,000,000 class B floating-rate notes 'A';
     -- $41,250,000 class C-1 floating-rate notes 'CCC-';
     -- $22,500,000 class C-2 fixed-rate notes 'CCC-'.

In addition, classes B, C-1 and C-2 are removed from Rating Watch
Negative.

Fitch's rating action reflects the deterioration in credit quality
of several of the underlying assets as well as higher than
expected credit protection payments under the credit default swap.
Subsequently, there is a diminished level of credit enhancement
for the notes.


EL PASO: Settlement Participants Complete Final Procedural Step
---------------------------------------------------------------
Participants in the El Paso settlement have taken the final
procedural step required to ensure the completion of the
settlement first negotiated in March and finalized June 26, 2003.

As a part of the overall settlement, the participants have entered
into a Stipulated Judgment filed with the United States District
Court for the Central District of California.  In order to
implement this portion of the settlement, The Attorney General of
the State of California, Southern California Edison Company, and
Pacific Gas & Electric Company filed lawsuits against El Paso
Natural Gas Company, El Paso Merchant Energy-Gas, L.P. and El Paso
Merchant Energy Company in the United States District Court for
the Central District of California.  These lawsuits are strictly
procedural vehicles needed to allow the Court to adopt the
Stipulated Judgment negotiated by the parties.

El Paso announced it had reached an agreement in principle
relating to such litigation on March 21, 2003.  A definitive
settlement agreement was announced on June 26, 2003.

El Paso Corporation (NYSE: EP) is the leading provider of natural
gas services and the largest pipeline company in North America.
The company has core businesses in pipelines, production, and
midstream services.  Rich in assets, El Paso is committed to
developing and delivering new energy supplies and to meeting the
growing demand for new energy infrastructure.  For more
information, visit http://www.elpaso.com

An Edison International company, Southern California Edison is one
of the nation's largest electric utilities, serving a population
of more than 12 million via 4.3 million customer accounts in a
50,000-square-mile service area within central, coastal and
Southern California.  For more information on the California
electricity market, see http://www.sce.com

                         *     *     *

As reported in Troubled Company Reporter's February 11, 2003
edition, Standard & Poor's lowered its long-term corporate credit
rating on energy company El Paso Corp., and its subsidiaries to
'B+' from 'BB'.

Standard & Poor's also lowered its senior unsecured debt rating at
the pipeline operating companies to 'B+' from 'BB' and the senior
unsecured rating on El Paso to 'B' from 'BB-', reflecting
structural subordination relative to the operating companies. All
ratings on El Paso and its subsidiaries were removed from
CreditWatch, where they were placed Sept. 23, 2002. The outlook is
negative.


ENCOMPASS SERVICES: Asks Court to Clear Liberty Settlement Pact
---------------------------------------------------------------
Encompass Services Corporation and its debtor-affiliates ask the
Court to approve their settlement agreement with Liberty Mutual
Insurance Company and the bank lenders to a revolving prepetition
credit agreement.

Alfredo R. Perez, Esq., Weil, Gotshal, & Manges LLP Houston,
Texas, tells the Court that Bank of America, N.A., the issuing
bank for the Revolving Lenders to the Prepetition Credit
Agreement, issued a $22,000,000 letter of credit to Liberty in
accordance with the Lenders' Prepetition Credit Agreement with
the Debtors.

The Prepetition Lenders made loans to the Debtors to fund their
business operations under a February 22, 2000 credit agreement.
Under the Prepetition Credit Agreement, Bank of America acts as
the administrative agent and JP Morgan Chase Bank serves as
syndication agent.

The Letter of Credit was issued as a condition to Liberty's
agreement to continue providing bonding for the Debtors'
construction-related projects.  Under the terms of the Letter of
Credit and related agreements, Liberty is permitted to draw up to
$22,000,000 at any time in the event of a surety loss as defined
in an Indemnity and April 12, 2002 Security Agreement between the
Debtors and Liberty.  If Liberty makes the draw, the Debtors are
obligated to repay the Revolving Lenders all amounts paid to
Liberty pursuant to the Letter of Credit.

Unless the Revolving Lenders provide written notice of their
election not to renew at least 60 days in advance of the date on
which the Letter of Credit expires, the Letter of Credit
automatically renews for a one-year period beginning on the 18th
day of April each year.  However, if the Revolving Lenders elect
not to renew the Letter of Credit, Liberty may claim the full
$22,000,000 even absent the occurrence of a Surety Loss.

Mr. Perez relates that, recently, Liberty alleged that the Surety
Losses would result from certain construction projects being
performed by the Debtors, including those projects which are
being performed by Debtor Farfield Company.  Accordingly, Liberty
intends to draw upon the Letter of Credit and the Debtors will,
in turn, be liable to the Revolving Lenders for the amounts.

Absent Liberty's draw on the Letter of Credit, the Debtors have
reason to believe that the Revolving Lenders will not renew the
Letter of Credit.

In light of the events, and to eliminate the attendant risk of
costly, time-consuming, and distracting litigation, the Debtors,
the Revolving Lenders and Liberty have agreed to settle certain
obligations under the Prepetition Credit Agreement and the Letter
of Credit.

Pursuant to the Settlement, the parties agree that:

    (a) Liberty will return the Letter of Credit to Bank of
        America, thus releasing the Revolving Lenders from their
        obligations under the Letter of Credit.  The return of the
        Letter of Credit will reduce any liability, which the
        Debtors may owe to the Revolving Lenders as a result of a
        potential draw upon the Letter of Credit from $22,000,000
        to $17,000,000;

    (b) In exchange for the return of the Letter of Credit to Bank
        of America, the Revolving Lenders will pay Liberty
        $17,000,000; and

    (c) Bank of America, as agent for the Prepetition Lenders,
        will receive the proceeds from the sale of Farfield free
        and clear of all claims, rights or interests that Liberty
        may assert with regard to the proceeds.

Absent Court approval, Mr. Perez notes that the Debtors will be
required to repay the Revolving Lenders the entire $22,000,000.
Although this liability may potentially be reduced at some future
date, Mr. Perez says, this outcome is unlikely considering the
fact that Liberty alleges potential Surety Losses, which exceed
the $17,000,000 discounted price the Revolving Lenders have
agreed to pay for the Letter of Credit.

Furthermore, if the Parties do not enter into the Settlement, the
Debtors will be liable for any amounts, which Liberty draws on
under the Letter of Credit until Farfield's projects are
complete.  The Debtors estimate that it will take five years to
complete those projects.  Additionally, although the Debtors sold
Farfield and certain of their contract liabilities and obligations
were assumed by Farfield's buyer, the Debtors continue to remain
liable for all liabilities and obligations which were not
specifically assumed by the buyer.  The Debtors submit that these
obligations could potentially exist for an extended period of
time. (Encompass Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ENRON CORP: Secures Court Approval of Qwest Settlement Pact
-----------------------------------------------------------
Melanie Gray, Esq., at Weil, Gotshal & Manges, in New York,
relates that Qwest Communications Corporation and Enron Broadband
Services, Inc. entered into certain capacity agreements to provide
each other with telecommunications capacity, conduit, fiber,
collocation space and other consideration, namely the:

    (1) Dark Fiber IRU Agreement (EBS to Qwest) in respect of EBS'
        Salt Lake City to New Orleans fiber optic system route;

    (2) Wave IRU Agreement (Qwest to EBS) in respect of defined
        capacity on Qwest's domestic fiber optic network;

    (3) Collocation Agreement (Running Line) granting Qwest rights
        to locate telecommunications equipment within facilities
        controlled by EBS along its Salt Lake City to New Orleans
        system route; and

    (4) Master Collocation Agreement concerning the rights to
        place one party's telecommunications equipment within
        certain facilities owned or controlled by the other party,
        and to interconnect the equipment with other equipment
        within the facilities.

In connection with the Capacity Agreements, Qwest and EBS entered
into certain related transaction agreements including, but not
limited to, a Security Agreement, an Assignment and Assumption
Agreement and a Settlement and Release Agreement, each dated
September 30, 2001.

Furthermore, Enron Corp. guaranteed certain EBS's obligations
relating to the Capacity Agreements and certain of the Related
Transaction Agreements pursuant to that certain Guaranty
Agreement.  Likewise, Qwest Communications International, Inc.
guaranteed certain obligations of Qwest relating to the Capacity
Agreements and certain of the Related Transaction Agreements
pursuant to that certain Guaranty Agreement.

Pursuant to the Dark Fiber Agreement, Ms. Gray informs Judge
Gonzalez, Qwest purchased an indefeasible right to use certain
dark fibers on the EBS Network for $308,000,000.  Qwest paid
$112,000,000 at closing and signed two promissory notes in EBS's
favor for the purchase price balance.  One promissory note for
$47,401,100 was payable on April 1, 2002.  The second promissory
note for $148,598,900 was payable in two installments:

    -- $50,598,900 on April 1, 2002, and

    -- $98,000,000 on September 30, 2002.

Each Note installment was supported by separate letters of credit
Bank of America issued.

Under the Wave Agreement, Qwest sold EBS certain indefeasible
rights to use certain lit wavelength capacity in two tranches.
EBS paid Qwest $112,000,000 for the first tranche on September 30,
2001.  Qwest alleges that EBS owes them an additional $83,500,000
for additional wavelength capacity that Qwest contends that EBS
was required to take on or before September 30, 2002.

Under the Wave Agreement and the Dark Fiber Agreement, Qwest and
EBS are obligated to pay for and provide operation and maintenance
obligations, collocation, and related services over a 25-year term
ending in September 2026.

Due to EBS's Chapter 11 filing, Qwest alleged that it has a right
to adequate protection of EBS's performance in the Dark Fiber
Agreement.  EBS disputes that Qwest is entitled to adequate
protection and adequate assurance of future performance.  In
addition, EBS and Qwest have various disputes regarding the
nature, scope, and terms of the agreements that they have
previously entered into.  These disputes include:

    (a) Qwest's contention that EBS was obligated to purchase an
        additional $83,500,000 of wavelength capacity on or prior
        to September 30, 2002;

    (b) Qwest's contention that EBS is obligated to pay $93,298
        and $69,619 per month for a term of 25 years for O&M;

    (c) Qwest's contention that EBS is in default under the Dark
        Fiber Agreement, EBS cannot cure the defaults, and
        therefore, EBS is not entitled to any payment under
        the Notes;

    (d) Qwest's contention that EBS cannot provide adequate
        assurance of future performance as required by Section
        365(b)(1)(c) of the Bankruptcy Code, and therefore, EBS is
        not entitled to any payment under the Notes;

    (e) EBS' contention that Qwest is obligated to pay $4,200,000
        per year for a term of 25 years for O&M;

    (f) EBS' contention that it has fraudulent conveyance claims
        against Qwest arising out of the Wave Agreement; and

    (g) Whether, and to what extent, Qwest has any set-off or
        recoupment rights against the payments due EBS under the
        Dark Fiber Agreement.

Ms. Gray tells the Court that the parties entered into a Joint
Stipulation for Adequate Protection on March 14, 2002 to avoid
the cost and risk of litigation over Qwest's demand for adequate
protection.  Pursuant to the Stipulation, Qwest and EBS agreed
that Qwest would pay the first installment due under the
$148,000,000 Note into a segregated, interest-bearing account,
subject to the set-off or recoupment rights, if any, held by
Qwest.  The parties also agreed to negotiate in good faith to
resolve their disputes and attempt to reach a global settlement.

On September 13, 2002, Qwest and EBS entered into a modification
of the Joint Stipulation.  Pursuant to the Modification, EBS drew
down $98,000,000, the amount equal to the second installment
under the $148,000,000 Note, in accordance with one of the
Letters of Credit, which supported the second installment under
the $148,000,000 Note, and placed the proceeds into the
Segregated Account.

Since then, the Debtors and Qwest have negotiated a settlement of
the various disputes among the parties by entering into the
Settlement Agreement, which provides that:

    (a) For settlement purposes only, the Debtors and Qwest have
        agreed to treat the Capacity Agreements, the two IRU
        agreements dated December 21, 1999, and June 30, 2000, and
        the Assumed Contracts as executory contracts or unexpired
        leases within the meaning of Section 365 of the Bankruptcy
        Code;

    (b) All of the approximately $150,000,000 deposited in the
        Segregated Account will be released to EBS on the Closing
        Date, except for:

        (1) subject to adjustment as set forth in the Agreement,
            Qwest will pay $11,000,000,

        (2) the net payment to Qwest, if any, resulting from the
            proration of certain obligations for taxes, utility
            expenses, etc., and

        (3) an amount equal to $8,000,000 for (w) Post-Closing
            Adjustments , if any, (x) any payments to Qwest
            resulting from the breach of any representation and
            warranties that survive Closing, (y) with respect to
            any Transition Agreement Indemnity Claim under the
            Transition Agreement, and (z) the post-Closing
            prorations, if any;

    (c) Effective upon Closing, each Debtor will be deemed to have
        rejected the Wave Agreement and the Master Collocation
        Agreement;

    (d) EBS will assume the Dark Fiber Agreement, the SLC-NO
        Collocation Agreement, and the two IRU Agreements between
        Qwest and EBS dated December 21, 1999 and June 30, 2000,
        and will assign all of its rights in those agreements to
        Qwest, except for EBS' right to receive certain payments
        under the Dark Fiber Agreement as the Agreement specified;

    (e) Each party agrees to release certain payment and other
        obligations;

    (f) EBS will transfer to Qwest all its interest in the System
        Assets, along the Salt Lake City to New Orleans route;

    (g) EBS will transfer to Qwest the Other Assets; and

    (h) EBS and Qwest will enter into a Transition Agreement,
        pursuant to which the operation and maintenance of the
        Salt Lake City to New Orleans fiber optic route will be
        turned over to Qwest.

By this motion, the Debtors seek the Court's authority to enter
into the Agreement with Qwest, and approval of the Settlement
Agreement in its entirety, including all transfers, agreements,
actions, and payments contemplated.

Ms. Gray contends that the Settlement Agreement is warranted
because:

    (a) it avoids litigation and provides a solution that
        resolves the matters amicably and without the need for
        costly, time-consuming and risky litigation;

    (b) the Agreement was entered into only after extensive
        negotiations and a thorough analysis of the facts and
        law with respect to the claims between the Debtors and
        Qwest;

    (c) the Agreement will allow a substantial payment on the
        $148,000,000 Note from the Segregated Account;

    (d) it will relieve EBS of potentially onerous acquisition
        payments and O&M obligations; and

    (e) it provides that the Agreement for Construction and
        Transfer between EBS and All West Communications, Inc.,
        dated as of March 11, 1999, as amended, will be further
        modified and will be assigned to Qwest and that the
        Collocation Agreement by and between EBS and McLeodUSA
        Telecommunications Services, Inc. entered into
        postpetition will be assigned to Qwest.

Thus, the Debtors ask the Court to authorize the execution,
assumption and assignment of the Assumed Contracts.

EBS believes that it is not in monetary default on any of the
Assumed Contracts.  Hence, no cure amounts are required.  Ms. Gray
further asserts that the assignment of the Assumed Contracts to
Qwest will, in and of itself, provide adequate assurance of future
performance of the Assumed Contracts.

Ms. Gray notes that the Debtors' rejection of the Wave Agreement
and the Master Collocation Agreement will relieve each Party of
any obligation to the other to make any payments.  In effect, the
Debtors' rejection of these agreements in connection with the
proposed settlement will enable the Debtors to eliminate potential
claims against their estates.

To assure to Qwest the continued benefit of its rights after
Closing in the assumed Capacity Agreements and the other Assumed
Contracts, and to relieve each of the Debtors and their Affiliates
from post-Closing liabilities under the Capacity Agreements and
Assumed Contracts, the Debtors will transfer, convey and assign to
Qwest all of the Debtors' right, title and interest in and to:

    (1) the optical fiber cable containing the EBS Fibers, and
        associated splicing connections, splice boxes and vaults
        installed by or on the Debtors' behalf along the System
        Route;

    (2) the EBS Fibers, which include the dark optical fibers in
        the Cable in which Qwest was granted an IRU pursuant to
        the Dark Fiber Agreement and all other optical fibers
        installed along the System Route, including lit fibers,
        which any Debtor or any of its Affiliates owns or
        controls, including but not limited to, residual ownership
        interests, if any, remaining after IRUs, leases or other
        rights in the fibers have been granted to third parties;

    (3) the Conduit;

    (4) the System Equipment, which includes all of the Debtors'
        and their Affiliates' Telecommunications Equipment, Spare
        Equipment and other equipment used or held for use in
        connection with the System's operation or maintenance;

    (5) the Equipment Records;

    (6) the Real Property Interests, which include certain parcels
        of land, easements, buildings, improvements, fixtures,
        leases, etc., utilized in connection with the System's
        operation;

    (7) the Underlying Rights;

    (8) the Assumed Contracts;

    (9) the System Records;

   (10) all of the Debtors' and their Affiliates' right, title and
        interest in any other asset used in connection with the
        ownership, operation and maintenance of the System and
        located along the System Route; and

   (11) the Other Assets as described in the Agreement.

EBS has determined that it is no longer in its best interest to
operate along the Salt Lake City to New Orleans fiber optic
route.  "The continued costs to operate and maintain the route
far exceed the anticipated revenues which may be derived from
continuing to operate the route," Ms. Gray explains.

The Debtors further contend that it is appropriate that the Assets
be sold and the Assumed Contracts be assigned free and clear of
liens, claims, encumbrances, and interests, as well as set-off
rights, netting, deduction or recoupment.

The Debtors believe that:

    (1) their secured lenders will consent to the proposed sale of
        the Assets,

    (2) the value to be received by the Debtors in consideration
        of the sale of the Assets is equal to or exceeds the value
        of the liens upon the collateral, or

    (3) creditors with interests in the Assets can be compelled to
        accept a monetary satisfaction of their claims.

Moreover, the Agreement provides that the Debtors will have paid
prior to Closing or will pay at Closing all ad valorem taxes,
real property taxes, assessments and similar governmental charges
which have been levied with respect to the Assets, which are
delinquent, past due, or otherwise due and payable.  Thus, Ms.
Gray insists, the sale of the Assets free and clear of the
Interests satisfies the statutory prerequisites of Section 363(f)
of the Bankruptcy Code.

                           *     *     *

After due consideration, Judge Gonzalez approved the Qwest
Settlement Agreement. (Enron Bankruptcy News, Issue No. 71;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


ENRON: Asia Pacific's Case Summary & 18 Unsecured Creditors
-----------------------------------------------------------
Debtor: Enron Asia Pacific/Africa/China LLC
        1400 Smith Street
        Houston, Texas 77002

Bankruptcy Case No.: 03-14225

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

Chapter 11 Petition Date: June 27, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

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

Estimated Assets: More than $100 Million

Estimated Debts: More than $100 Million

Debtor's 18 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Mitsui Fudosan Jutaku       Trade Debt                 $36,158
Lease Co. Ltd.

Milbank, Tweed, Hadley      Legal Fees                 $29,344
& Mccloy

Hunter & Hunter             Legal Fees                 $10,837

Proact Technologies Corp    Trade Debt                  $8,000

Ken Corporation KK          Trade Debt                  $6,327

Japan Translation           Trade Debt                  $3,246

Officeteam                  Trade Debt                  $2,432

AT&T                        Trade Debt                  $1,161

Eastman Kodak Company 2074  Trade Debt                    $779

Asap Software Express, Inc. Trade Debt                    $731

Zhang Wei 6666              Trade Debt                    $642

Skytel                      Trade Debt                    $348

Carey Sloan 4812            Trade Debt                    $313

Houston Chronicle 801       Trade Debt                    $253

Vinson & Elkins L.L.P.      Legal Fees                    $225

Intl Medicine Center        Trade Debt                    $220

Fs Language Services Inc    Trade Debt                    $204

Federal Express             Trade Debt                     $23
Corporation Post


ENRON: Atlantic Commercial's Case Summary & 3 Unsec. Creditors
--------------------------------------------------------------
Debtor: Atlantic Commercial Finance, Inc.
        1400 Smith Street
        Houston, Texas 77002

Bankruptcy Case No.: 03-14223

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

Chapter 11 Petition Date: June 27, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

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

Estimated Assets: More than $100 Million

Estimated Debts: More than $100 Million

Debtor's 3 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Belastingdienst Grote       Statutory Dues             $93,823

Commonwealth of Mass.       Statutory Dues                $456

Enron (St. Lucia)           Accounts Payable               $80
International Business
Corporation IBC


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

Bankruptcy Case No.: 03-14226

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

Chapter 11 Petition Date: June 27, 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: $50 Million to $100 Million

Estimated Debts: More than $100 Million

Debtor's Largest Unsecured Creditor:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Verizon Wireless            Trade Debt                    $414


ENRON: ET Power 3 LLC's Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: ET Power 3 LLC
        1400 Smith Street
        Houston, Texas 77002

Bankruptcy Case No.: 03-14227

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

Chapter 11 Petition Date: June 27, 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: $0 to $50,000


ENRON: Global Power's Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Enron Global Power & Pipelines LLC
        1400 Smith Street
        Houston, Texas 77002

Bankruptcy Case No.: 03-14230

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

Chapter 11 Petition Date: June 27, 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: Nowa Sarzyna Holding's Case Summary & Unsecured Creditor
---------------------------------------------------------------
Debtor: Nowa Sarzyna Holding B.V.
        Equity Trust Co. N.V.
        Schouburgpleim 30-34
        3012 CL Rotterdam
        Netherlands

Bankruptcy Case No.: 03-14228

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

Chapter 11 Petition Date: June 27, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

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

Estimated Assets: $10 Million to $50 Million

Estimated Debts: $1 Million to $10 Million

Debtor's Largest Unsecured Creditor:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Belastingdienst Grote       Income Tax Payable         $70,000
Ondernemingen


ENRON: Portland General's Voluntary Chapter 11 Case Summary
-----------------------------------------------------------
Debtor: Portland General Holdings, Inc.
        121 SW Salmon Street
        Portland, Oregon 97204

Bankruptcy Case No.: 03-14231

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

Chapter 11 Petition Date: June 27, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

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

Estimated Assets: $0 to $50,000

Estimated Debts: $50,000 to $100,000


ENRON: Portland Transition's Voluntary Chapter 11 Case Summary
--------------------------------------------------------------
Debtor: Portland Transition Company, Inc.
        121 SW Salmon Street
        Portland, Oregon 97204

Bankruptcy Case No.: 03-14232

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

Chapter 11 Petition Date: June 27, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

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

Estimated Assets: $10 Million to $50 Million

Estimated Debts: $10 Million to $50 Million


ENRON: Protane Corp.'s Case Summary & 20 Unsecured Creditors
------------------------------------------------------------
Debtor: The Protane Corporation
        1400 Smith Street
        Houston, Texas 77002

Bankruptcy Case No.: 03-14224

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

Chapter 11 Petition Date: June 27, 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: $50 to $100 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
EcoElectrica LP             Trade Debt                $285,983
273 Ponce de Leon Avenue
Suite 902
Hato Rey, Puerto Rico 00917

Tropigas                    Trade Debt                $291,066
P.O. Box 70205
San Juan, Puerto Rico 00936-8205

Caribe Olefins LLP, SP      Contract                  $200,000

AEE                         Trade Debt                 $30,550

COSVIMED                    Trade Debt                  $5,470

Adsuar Muniz Goyco & Besosa Trade Debt                  $3,594

International Controls      Trade Debt                  $2,827

Lic. Jose F. Sarraga        Trade Debt                  $2,345

Borinquen Del Sur COOP      Trade Debt                    $623

Air Products & Chemicals,   Trade Debt                    $517
Inc.

Citicorp Finance            Bank Loan                     $516

A Rivera - Petty Cash Urb   Trade Debt                    $494

RIMCO                       Trade Debt                    $491

Mc-Master Carr              Trade Debt                    $424

Administradora ASUME        Trade Debt                    $417

Popular Leasing             Trade Debt                    $317

Verizon Wireless            Trade Debt                    $179

Sanang Maintenance Service  Trade Debt                     $94

Escuela de La Comunidad     Trade Debt                     $50
Firm Delivery

Goldman Antonetti Cordova   Trade Debt                     $44


ENRON: South America LLC's Case Summary & 16 Unsec. Creditors
-------------------------------------------------------------
Debtor: Enron South America LLC
        1400 Smith Street
        Houston, Texas 77002

Bankruptcy Case No.: 03-14229

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

Chapter 11 Petition Date: June 27, 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: $10 Million to $50 Million

Debtor's 16 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Wilson Management           Trade debt                 $67,031
Associates Inc.

American Express Bank       Credit debt                $43,857
Limited

Arthur Andersen LLP         Trade debt                 $35,500

Edward Graham               Trade debt                 $29,277

Diana Perez                 Trade debt                 $14,508

Roberto Pensotti            Trade debt                  $5,702

Vedior North America        Trade Debt                  $3,098

Kathleen Wagner             Trade debt                  $2,797

Travieso Evans Hughes       Legal Fees                  $2,390
Arria

Huntlaw Corporate Svcs Ltd  Trade debt                    $500

Sigma Internet, Inc.        Trade debt                    $449

Momentum Document Services  Trade debt                    $132
Inc.

Stevenson Enterprises       Trade debt                     $75

Ala Carte Express/Citi      Trade debt                     $61
Express

Southwestern Bell Telephone Trade debt                    $0.85

John Hardy Jr.              Trade debt                    $0.62


FLEMING COMPANIES: Selling Grocery Wholesale Business to C&S
------------------------------------------------------------
Fleming Companies, Inc. and C&S Wholesale Grocers, Inc., have
entered into a letter of intent regarding the sale of Fleming's
wholesale grocery business to C&S. The letter of intent
contemplates the sale of all of Fleming's grocery wholesale
operations and assets to C&S. The letter of intent is subject to
the execution of a definitive asset purchase agreement. In a
separate arrangement, C&S has agreed to promptly begin supplying
Fleming with selected vendor products for distribution to Fleming
retail customers.

"These actions represent major steps in Fleming's Chapter 11
process," said Fleming's Interim President and Chief Executive
Officer Pete Willmott. "We believe the best way to maximize the
value of the business for our constituents is to sell Fleming's
grocery wholesale business to a strong buyer who can provide our
customers with the service and reliability they need. This
arrangement with C&S, one of the nation's largest grocery
wholesalers, is designed to allow performance to be restored and
enhanced in our grocery wholesale divisions, to the benefit of our
customers and associates. The supply arrangement with C&S, which
is effective immediately, will provide additional product to
enhance service to Fleming customers."

C&S Executive Vice President Mark Gross said, "The purchase of
Fleming's wholesale grocery operations would allow us to expand
our business into parts of the country where we do not presently
operate. We are excited about working with Fleming and its chain
and independent supermarket customers in a mutually beneficial
transition for all parties."

Fleming expects to file a motion with the U.S. Bankruptcy Court in
Delaware to establish the procedures for the sale of Fleming's
grocery wholesale operations. The company also expects to file a
definitive binding asset purchase agreement with C&S. Fleming
expects to request that the Bankruptcy Court set an auction for
the sale of the grocery wholesale business by the end of July,
with the highest or best offer presented to the Bankruptcy Court
for approval in early August.

Fleming's Core-Mark convenience business, which operates as a
separate entity, is not affected by this action. The company
maintains its focus on supporting the Core-Mark operation and has
made substantial progress in restoring service levels of its
convenience distribution business.

C&S Wholesale Grocers, Inc. is a privately owned grocery wholesale
company with annual sales in excess of $11 billion. As ranked by
Forbes magazine, C&S is the 11th largest privately held company in
the nation. Founded in 1918, C&S provides wholesale food
distribution to grocery chains, as well as independent stores
throughout the Northeastern and Midwestern United States,
delivering to over 2,200 locations from its distribution centers
in Vermont, Massachusetts, Connecticut, New York, New Jersey,
Maryland, Ohio and Pennsylvania. To learn more about C&S
Wholesale, visit the company's Web site at http://www.cswg.com

Fleming (OTC Pink Sheets: FLMIQ) is a supplier of consumer package
goods to independent supermarkets, convenience-oriented retailers
and other retail formats around the country. To learn more about
Fleming, visit the company's Web site at www.fleming.com .

Fleming and its operating subsidiaries filed voluntary petitions
for reorganization under Chapter 11 of the U.S. Bankruptcy Code on
April 1, 2003. The filings were made in the U.S. Bankruptcy Court
in Wilmington, Delaware. Fleming's court filings are available via
the court's Web site at http://www.deb.uscourts.gov


FLEMING COMPANIES: Court Directs DIP Agents to Allow GOB Sales
--------------------------------------------------------------
Upon the occurrence of a termination event pursuant to the DIP
Financing Agreement, U.S. Bankruptcy Court Judge Walrath rules
that the Fleming Companies, Inc.'s DIP Agents are entitled to
direct the Debtors to conduct a liquidation or going out of
business sale on any of their owned or leased premises without
further Court approval, provided that all postpetition lease
obligations have been paid.  The Debtors will fully comply with
any instructions from the Agents or their designee in the
execution of any liquidation sale.

Deutsche Bank Trust Company Americas is the administrative agent
for the postpetition lenders.  JPMorgan Chase Bank is the
collateral agent.

During the liquidation sale on any real property leased by the
Debtors, the Agents and the Lenders will be responsible for the
timely payment of the Debtors' obligations under Section 365(d)(3)
of the Bankruptcy Code arising on or before the Debtors surrender
the property to the landlord.

Judge Walrath also established GOB guidelines for any liquidation
sale:

  1. Business will be conducted so that the leasehold properties
     remain open during the normal hours of operation;

  2. The Liquidation Sales will be conducted in accordance with
     applicable state and local "Blue Laws", and thus, where
     applicable, no Liquidation Sales will be conducted on a
     Sunday;

  3. The Debtors will not distribute handbills, leaflets or other
     written materials to customers outside any Leasehold
     Property's premises, but may solicit customers within the
     Leasehold Properties themselves.  The Debtors will not use
     flashing lights or any type of amplified sound to advertise
     the Liquidation Sales or solicit customers;

  4. At the conclusion of each Liquidation Sale, the Debtors will
     vacate the Leasehold Property in broom clean condition,
     except for the removal of furniture, fixtures, equipment and
     remaining supplies.  The Debtors will leave the Property in
     the same condition as on the commencement of the Liquidation
     Sale, ordinary wear and tear is expected.  Any merchandise or
     furniture, fixtures and equipment left in the store premises
     after the Surrender Date will be deemed abandoned.  The
     Debtors will provide three business days' notice of the
     abandonment to any known affected lienholders;

  5. After the commencement of a Liquidation Sale, the Debtors
     will not augment or otherwise bring any new merchandise into
     the Leasehold Properties, other than the inventory they
     ordered before the Liquidation Sale for purposes of
     consolidating merchandise currently located at the Leasehold
     Properties;

  6. All display and hanging signs used in connection with a
     Liquidation Sale will be professionally lettered, and all
     hanging signs will be hung in a professional manner;

  7. With respect to the advertising of the Liquidation Sales, the
     Debtors may use the terms "Going-Out-Of-Business Sale",
     "Store Closing Sale" or "Total Liquidation Sale";

  8. If sales are to be considered "final", conspicuous signs will
     be posted in each of the affected stores to the effect that
     all sales are "final".  The Debtors will provide a named
     representative with a telephone number that customers can
     contact with any questions or complaints;

  9. The Debtors will not make any alterations to the Leasehold
     Properties, excluding the removal of store signs, unless the
     removal is prohibited by the leases;

10. The Debtors will not make any alterations to interior or
     exterior Leasehold Property lighting;

11. The Debtors will keep the Leasehold Property premises and
     surrounding area clean and orderly consistent with present
     practices and consistent with the lease terms;

12. The lease landlords will have reasonable access to the
     Property premises on the conclusion of a Liquidation Sale
     solely for the purpose of dressing the Property windows to
     minimize the appearance of a dark store;

13. The Debtors will not auction any furniture, fixture or
     equipment; and

14. The Debtors will provide at least three business days'
     written advance notice to the landlords of the conclusion of
     each Liquidation Sale. (Fleming Bankruptcy News, Issue No. 7;
     Bankruptcy Creditors' Service, Inc., 609/392-0900)


GENTEK INC: Files Plan of Reorganization & Disclosure Statement
---------------------------------------------------------------
GenTek Inc. (OTC Bulletin Board: GNKIQ), a diversified
manufacturer of telecommunications and other industrial products,
has filed its Plan of Reorganization and Disclosure Statement with
the United States Bankruptcy Court for the District of Delaware.
GenTek's Plan reflects an agreement as to the principal terms of a
consensual reorganization reached among the company, its senior-
secured lenders and the official committee of GenTek's unsecured
creditors.

"The filing of our reorganization plan represents a key milestone
on GenTek's path to emergence from Chapter 11 and marks the
commencement of the final phase of the company's financial
restructuring," said Richard R. Russell, President and Chief
Executive Officer. "We believe that the Plan provides the
framework for a successful reorganization that will allow GenTek
to emerge later this year as a stronger, more competitive company.
We especially want to thank our customers, vendors, employees and
lenders for their continued support."

Under the company's proposed Plan, which is subject to creditor
approval, confirmation by the Bankruptcy Court and certain other
conditions, GenTek's balance sheet would be substantially
delevered. Subject to the terms of the Plan, key elements of the
company's proposed Plan include:

-- The exchange of approximately $756 million of pre-petition
   senior secured debt for a combination of approximately $60
   million in cash, $250 million in new senior secured notes, $100
   million in new senior subordinated notes and approximately 92.4
   percent of the company's new common stock;

-- The exchange of approximately $200 million of pre-petition
   senior subordinated notes for approximately 5.5 percent of the
   company's new common stock, plus warrants to purchase
   additional shares of the company's new common stock, subject to
   the support of the noteholders;

-- Trade creditors and certain other unsecured creditors would
   receive their pro rata share of up to approximately 2.1 percent
   of the company's new common stock, plus warrants to purchase
   additional shares of the company's new common stock, or if
   these classes approve the Plan, they would have an option to
   receive in lieu thereof cash in the amount equal to the lesser
   of (i) 6 percent of their allowed claim or (ii) their pro rata
   share of $5 million. Other treatment is proposed for certain
   groups of tort claimants;

-- Cancellation of all existing common shares without any
   distribution; and

-- The company is seeking to secure an exit financing facility of
   up to $125 million, which will be used to fund working capital
   requirements, pay Plan obligations and for other general
   corporate purposes.

GenTek expects to have aggregate, funded debt of approximately
$380 million upon emergence.

The next step in the confirmation process is for the company to
seek Bankruptcy Court approval of the adequacy of its Disclosure
Statement at a hearing expected to be scheduled later this summer.
Upon approval of the Disclosure Statement's adequacy, GenTek will
be able to commence solicitation of votes for approval of the Plan
from those of its pre-petition creditors who are entitled to vote
on the Plan.

GenTek Inc. is a diversified manufacturer of telecommunications
and other industrial products. Additional information about the
company is available on GenTek's Web site at
http://www.gentek-global.com


GLOBAL LEARNING: Asks Court to Extend Schedules Filing Deadline
---------------------------------------------------------------
Global Learning System Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Maryland to extend the
time period within which they must file their schedules of assets
and liabilities, statements of financial affairs and lists of
executory contracts and unexpired leases required under 11 U.S.C.
Sec. 521(1).

Due to the limited staff available to perform the required
internal review of the Debtors' businesses and affairs, and the
press of numerous other matters incident to the commencement of
these cases, the Debtors are requesting a brief extension of time
to file the Schedules and Statements under Bankruptcy Rule 1007(c)
will not be sufficient.

The Debtors believe that the Schedules and Statements can be filed
on or before July 7, 2003. This would constitute an appropriate
two-week extension of the deadline beyond the 15 days provided
under Bankruptcy Rule.

Global Learning Systems, Inc., an improvement solutions company
headquartered in Frederick, Maryland, filed for chapter 11
protection June 6, 2003 (Bankr. Md. Case No. 03-30218).  Brent C.
Strickland, Esq., at Whiteford, Taylor & Preston LLP represents
the Debtors in their restructuring efforts. When the Company filed
for protection from its creditors, it listed assets of over a
million and debts of more than $10 million.


GOODYEAR TIRE: USWA Nixes Company's Proposal and Talks Break Off
----------------------------------------------------------------
The United Steelworkers of America rejected a company proposal
late last night that would have allowed Goodyear to close many
North American facilities, while slashing health care benefits for
active and retired members. The company's final offer also made no
commitment to restructure its crushing debt, a burden that locks
Goodyear into a stranglehold that prevents it from making
necessary capital investments in its facilities.

No further talks are scheduled.

"The company claims it needs cost-savings, but it made no
commitment to reduce the substantial waste in its operations,"
stated USWA International vice president Andrew V. Palm. "Also,
they have no plan to cut out any of the excessive layers of fat
that exists throughout its management system, from the highest
levels in its corporate offices right down onto the shop floor."

USWA financial and legal experts, assisted by Wall Street experts,
conducted an extensive examination of Goodyear's finances and
operation prior to the beginning of bargaining. The study noted an
appalling bloated bureaucratic structure with many excessive
layers of managerial personnel and the immediate need for the
company to restructure its staggering debt.

The Union's business plan included a strategy to increase
production efficiencies at each of the 14 facilities covered by
the master contract negotiations, and a program to rein in rapidly
escalating health care and prescription drug costs.

"If we allow Goodyear to conduct massive job cuts and plant
closures, it would devastate American heartland communities like
ours," stated Kevin Terrett, president of Local 878 in Union City,
Tennessee.

New contract talks between the USWA and Goodyear began on March 12
in Cincinnati. Contracts at 11 of the plants were set to expire on
April 19, but both sides agreed to a day-to-day extension
agreement a few days prior to the deadline. The agreement remains
in effect with both sides holding the right to terminate it upon
delivering a 72-hour notice. Contracts at the other three plants
are set to expire on July 6, 2003.

The negotiations cover contracts for more than 19,000 active
workers and 22,000 retirees employed at Goodyear, Kelly-
Springfield and Dunlop plants across the U.S. The local unions
involved in the contract negotiations include:

     Goodyear Local 2 -- Akron/Green, Ohio
     Goodyear Local 12 -- Gadsden, Alabama
     Dunlop Local 135 -- Buffalo, New York
     Goodyear Local 200 -- St. Marys, Ohio
     Goodyear Local 286 -- Lincoln, Nebraska
     Goodyear Local 307 -- Topeka, Kansas
     Kelly-Springfield Local 745 -- Freeport, Illinois
     Kelly-Springfield Local 746 -- Tyler, Texas
     Goodyear Local 831 -- Danville, Virginia
     Goodyear Local 843 -- Marysville, Ohio
     Goodyear Local 878 -- Union City, Tennessee
     Goodyear Local 904 -- Sun Prairie, Wisconsin
     Dunlop Local 915 -- Huntsville, Alabama
     Kelly-Springfield Local 959 -- Fayetteville, North Carolina

The USWA represents 1.2 million active and retired members in
North America, including nearly 90,000 active workers in the
rubber and plastics industry. Headquartered in Pittsburgh, the
USWA has 12 districts spanning the continent and more than 2,000
locals. www.uswa.org

Goodyear (NYSE: GT) is the world's largest tire company.
Headquartered in Akron, Ohio, the company manufactures tires,
engineered rubber products and chemicals in more than 90
facilities in 28 countries. It has marketing operations in
almost every country around the world. Goodyear employs about
95,000 people worldwide.

Goodyear Tire & Rubber's 8.500% bonds due 2007 (GT07USR1) are
trading at about 84 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=GT07USR1for
real-time bond pricing.

As previously reported, Fitch Ratings downgraded the senior
unsecured debt ratings of The Goodyear Tire & Rubber Company to
'B' from 'B+' and assigned a rating of 'B+' to the senior secured
bank facilities. Approximately $5 billion of debt is affected.

The rating action was based on continued erosion of operating
fundamentals in Goodyear's core North American Tire operations
which continue to face major challenges, onerous pension
obligations funding, and execution risk to the operating turn-
around plan in the midst of weak industry demand and intense
competition. The downgrade of the senior unsecured debt also
reflects the weaker position of unsecured creditors under the
recent bank agreement which granted security interest to the
bank creditors. While cash holdings and the restructured
financing arrangements afford near-term liquidity, lack of
significant operating improvements in the next 9 to 15 months
could jeopardize availability of these funding sources due to
covenant violations. With the rating action, the Rating Watch
Negative has been replaced with Rating Outlook Negative.


GRUPO IUSACELL: Seeks Further Extension of Loan Default Waiver
--------------------------------------------------------------
Grupo Iusacell, S.A. de C.V. (BMV:CEL) (NYSE:CEL) announced that
its subsidiary, Grupo Iusacell Celular, S.A. de C.V., formally
requested an additional extension of its temporary Amendment and
Waiver of certain provisions and defaults under its US$266 million
Amended and Restated Credit Agreement, dated as of March 29, 2001.
The lenders under the Credit Agreement acknowledge receiving the
Iusacell Celular request and are currently considering and
evaluating the Company's request.

During the first half of 2003, Iusacell Celular exceeded the
permitted leverage ratio under the Credit Agreement of 2.50. On
April 28, 2003 Iusacell Celular and the lenders entered into a
temporary amendment and waiver to the Credit Agreement to increase
the permitted leverage ratio from 2.50 to 2.70. On May 22, 2003,
the Amendment was extended until June 13, 2003 and on June 12,
2003, the Amendment was further extended until June 26, 2003.

The Amendment has expired, which resulted in an event of Default
(as defined in the Credit Agreement) as if the Amendment had never
been executed. Accordingly, the lenders under the Credit Agreement
have the right to declare the indebtedness under their loan
immediately due and payable.

Grupo Iusacell, S.A. de C.V. (Iusacell, NYSE: CEL; BMV: CEL) is a
wireless cellular and PCS service provider in seven of Mexico's
nine regions, including Mexico City, Guadalajara, Monterrey,
Tijuana, Acapulco, Puebla, Leon and Merida. The Company's service
regions encompass a total of approximately 92 million POPs,
representing approximately 90% of the country's total population.


HAWK CORP: Offering Employees Stock Option Cancellation Option
--------------------------------------------------------------
Hawk Corporation (NYSE: HWK) is offering employees of Hawk and its
subsidiaries who are not members of its board of directors the
opportunity to cancel their existing stock options having an
exercise price of at least $6.00 per share in exchange for new
options to be granted under Hawk's existing option plans. This
offer is not available to the Company's board of directors,
including its senior executive officers who are members the board.

The Company is making the offer because many of its valued
employees hold stock options with an exercise price that is
significantly higher than the current market price of the
Company's common stock. As a result, those options are no longer
providing those employees with a realistic performance incentive.

Ronald E. Weinberg, Hawk's Chairman and Chief Executive Officer,
said, "The economy during the last three years has been difficult.
We are aware that some of our employees have forgone salary
increases and performance bonuses and that we eliminated
discretionary 401(k) profit sharing contributions in 2001 and
2002. Despite these difficulties and distractions, our employees
have remained focused and committed to achieving Hawk's long- term
goals. We believe the offer to exchange is an important and
appropriate incentive for our valued employees who have been
granted options."

The Company expects to grant the new options at least six months
and one day after the date of cancellation of the options accepted
for exchange. The new options will have the same vesting schedules
as the options for which they are exchanged, but will have an
exercise price equal to the closing price of the Company's common
stock as reported by the New York Stock Exchange on the date of
the new option grant.

The exact number of new options issuable in exchange for old
options will depend on the exercise price of the old options.
Tendered options with an exercise price per share between $6.00
and $16.99 will be replaced with new options equal to the number
of those options, while tendered options with an exercise price
per share of at least $17.00 will be replaced with new options
equal to 90% of the total number of those tendered options. The
total number of options available for exchange is approximately
264,000 shares, or 23%, of the total number of options
outstanding.

The offer is currently scheduled to expire on July 28, 2003, and
the Company expects to cancel tendered options on July 29, 2003,
or as soon as possible thereafter. The offer is not conditioned on
a minimum number of options being tendered, and participation in
the offer is completely voluntary.

Hawk filed Friday a tender offer statement with the Securities and
Exchange Commission that will provide additional information,
including detailed terms and conditions, about the option exchange
offer. The terms and conditions of the offer are subject to change
during the offering period, and the offering period may be
extended by Hawk in its discretion.

Hawk Corporation -- whose Corporate Credit Rating has been
upgrade by Standard & Poor's to 'single-B' -- is a leading
worldwide supplier of highly engineered products. Its friction
products group is a leading supplier of friction materials for
brakes, clutches and transmissions used in airplanes, trucks,
construction equipment, farm equipment and recreational
vehicles.  Through its precision components group, the Company
is a leading supplier of powder metal and metal injected molded
components for industrial applications, including pump, motor
and transmission elements, gears, pistons and anti-lock sensor
rings.  The Company's performance automotive group manufactures
clutches and gearboxes for motorsport applications and
performance automotive markets.  The Company's motor group
designs and manufactures die-cast aluminum rotors for fractional
and subfractional electric motors used in appliances, business
equipment and HVAC systems.  Headquartered in Cleveland, Ohio,
Hawk has approximately 1,700 employees and 16 manufacturing
sites in five countries.

Hawk Corporation is online at: http://www.hawkcorp.com


HAYES LEMMERZ: Battle Over Mexican Joint Venture Continues
----------------------------------------------------------
Hayes Lemmerz International-Mexico, Inc., Hayes' wholly owned
subsidiary, was a party three agreements pertaining to the Hayes
Wheels de Mexico, S.A. de C.V. -- the Mexican JV:

    (i) a Shareholders Agreement with DESC Automotriz, S.A. de
        C.V.;

   (ii) a Marketing and Support Services Agreement with the
        Mexican JV and DESC; and

  (iii) a Technology License and Technical Assistance Agreement
        with the Mexican JV and DESC.

On March 28, 2003, the Hayes Wheels Mexico Entities filed the
DESC Claim seeking payment of a cure demand, or in the
alternative, allowance and payment of an administrative claim for
more than $20,000,000.

In April 2003, Hayes Mexico terminated each of the Agreements in
accordance with their terms, but the Hayes Wheels Mexico Entities
appeared to dispute the validity and effectiveness of those
terminations.  Therefore, on May 6, 2003, the Reorganized Debtors
sought to reject certain contracts as a precaution to reject the
Agreements if their termination was not effective and they
remained executory as of the Effective Date, which was June 3,
2003.

On May 7, 2003, counsel for the Reorganized Debtors and the Hayes
Wheels Mexico Entities informed the Court that the parties had
agreed to continue the hearing on the DESC Claim until June 13,
2003, at which time the hearing would go forward on the limited
issue of the arbitrability of the parties' disputes.

On May 27, 2003, certain of the Reorganized Debtors filed a
complaint seeking (i) declaratory judgments that the Agreements
were terminated and were not executory contracts on the Effective
Date and that the DESC Claim is not entitled to administrative
priority status under 11 U.S.C. Sections 503(b) and 507(a), (ii)
turnover under 11 U.S.C. Section 542 of materials and equipment
relating to technology, know-how, processes, patents, trademarks
and Confidential Information, and (iii) to enjoin use of the
technology, know-how, processes, patents, trademarks and
Confidential Information.

On May 29, 2003, the Reorganized Debtors served and filed their
brief on the arbitrability of the Hayes Wheels Mexico Disputes.
Among other things, the Reorganized Debtors stated their belief
that the material facts set forth should be undisputed by the
DESC Entities.

However, recognizing that the Reorganized Debtors' belief might
be mistaken, and in an effort to avoid any delay in the hearing
on the arbitrability of the Hayes Wheels Mexico Disputes, counsel
for the Reorganized Debtors sent a letter to counsel for the
Hayes Wheels Mexico Entities on June 4, 2003 requesting that the
Hayes Wheels Mexico Entities inform the Reorganized Debtors
whether they intended to dispute the factual matters or Mexican
law issues set forth in the Reorganized Debtors' Brief and, if
so, asking that they produce the documents pertaining to those
matters and make available for deposition the witnesses relied
upon by the Hayes Wheels Mexico Entities before the June 13th
hearing.

On June 6, 2003, counsel for the Hayes Wheels Mexico Entities
responded by letter refusing to identify any such issues or
witnesses before June 11, 2003, when the Hayes Wheels Mexico
Entities' brief on the arbitration issue was due.

On June 10, 2003, counsel for the Reorganized Debtors sent a
letter to counsel for the Hayes Wheels Mexico Entities notifying
them that if the Hayes Wheels Mexico Entities' brief asserted
material disputes of fact or Mexican law, the Reorganized Debtors
would ask the Court to continue the June 13th hearing to permit
reasonable discovery with respect thereto.  In a responding
letter later that day -- at the same time they were preparing to
submit to the Court the declaration of their undisclosed purported
Mexican law expert, a witness whom they deliberately prevented the
Debtors from deposing -- counsel for the Hayes Wheels Mexico
Entities argued that the June 13th hearing is "not [to be] an
evidentiary hearing" and that the Hayes Wheels Mexico Entities
"will strongly object to any effort by the Debtors to submit
additional materials" at the hearing.

On June 11, 2003, the Hayes Wheels Mexico Entities filed their
brief on the arbitrability of the Hayes Wheels Mexico Disputes,
which raises disputes as to material issues of fact, as well as
the Reorganized Debtors' contentions concerning Mexican law.  In
that brief, the Hayes Wheels Mexico Entities ask the Court, in
determining whether to require arbitration, to consider and rely
upon the declaration of their purported Mexican legal expert who
they identified for the first time in that brief and who they
have prevented the Reorganized Debtors from deposing.

By this motion, the Reorganized Debtors ask the Court to continue
the hearing on the arbitrability of the Hayes Wheels Mexico
Disputes from June 13, 2003 to a date to be determined by the
Court to afford a fair opportunity to conduct reasonable discovery
regarding disputed evidentiary matters that pertain to a
determination of the arbitrability of the Hayes Wheels Mexico
Disputes.

Anthony W. Clark, Esq., at Skadden Arps Slate Meagher & Flom LLP,
in New York, tells the Court that the Hayes Wheels Mexico
Entities' argument that the Court may compel Hayes, a non-party
to the pertinent Agreements, to arbitrate the Disputes in Mexico
is predicated on factual contentions that are not a part of the
record, mischaracterizations of factual statements by the
Reorganized Debtors, and the declaration of a purported Mexican
legal expert whom the Hayes Wheels Mexico Entities identified for
the first time late in the day on June 11, 2003 and whom they
have prevented the Reorganized Debtors from deposing, even though
the Reorganized Debtors dispute the "expert's" opinions.  Before
the Court determines whether the Disputes, which include more
than $20,000,000 in alleged administrative claims, should be
referred to arbitration in Mexico, the Reorganized Debtors should
be allowed to conduct reasonable discovery on the evidentiary
bases for Hayes Wheels Mexico Entities' arguments, including
deposing their purported expert on Mexican law.

Mr. Clark tells the Court that the Hayes Wheels Mexico Entities
have consistently taken the position that there are no evidentiary
issues relevant to the arbitrability of the Disputes. However, the
Hayes Wheels Mexico Entities belie this contention.

Moreover, Mr. Clark notes that the Hayes Wheels Mexico Entities
are relying on, and ask the Court to rely on, a purported Mexican
legal expert whose existence and proposed testimony was never
disclosed as required by Rule 7026 of the Federal Rules of
Bankruptcy Procedure and Rule 26(a)(2) of the Federal Rules of
Civil Procedure and who the Hayes Wheels Mexico Entities have
prevented the Reorganized Debtors from deposing, despite repeated
requests to do so.  Additionally, the Hayes Wheels Mexico
Entities' "summary" of "the record" is replete with contentions
that are not a part of the record, and it mischaracterizes the
factual statements by the Reorganized Debtors.  Recognizing the
difficulty in trying to compel someone not a party to an
arbitration agreement to nevertheless arbitrate disputes that
arise thereunder, the Hayes Wheels Mexico Entities have
mischaracterized the record in an effort to convince the Court
that there is a basis to compel Hayes to arbitrate the Disputes
in Mexico.

Specifically, the Hayes Wheels Mexico Entities assert that this
Court may compel the Reorganized Debtors to arbitrate the
Disputes in Mexico notwithstanding that it is not a party to the
Agreements on account of the Reorganized Debtors' "substantial
activity in these matters."  The Reorganized Debtors dispute the
DESC Entities' representations regarding Hayes' alleged
"substantial activity" that purportedly permits this Court to
compel Hayes to arbitrate the Disputes, and the Reorganized
Debtors specifically requested, and should be given, the
opportunity to conduct reasonable discovery on the basis for the
Hayes Wheels Mexico Entities' contentions on this.

These contentions, which are mere allegations with no basis in
the record, apparently constitute the "substantial activity" by
Hayes that the Hayes Wheels Mexico Entities cite as a legal basis
for this Court to compel Hayes, a non-party to the Agreements, to
arbitrate disputes thereunder in Mexico.  The Reorganized Debtors
dispute many of these allegations and should be afforded an
opportunity to conduct reasonable discovery with respect to
thereto.  Similarly, the Hayes Wheels Mexico Entities
mischaracterize and take out of context the statement of facts
made by the Reorganized Debtors.

To the extent that the statement imply improper conduct by the
Reorganized Debtors, Mr. Clark contends that they are grossly
misleading as the Hayes Wheels Mexico Entities conveniently
ignore a number of considerations.  GM had originally designated
Hayes to manufacture aluminum wheels for the GMT 355 platform.
Moreover, contrary to the Hayes Wheels Mexico Entities'
assertions, the Reorganized Debtors have made no statements at
all, let alone admissions, concerning the notice that the Mexican
JV may have had about the transfer of the GM Orders to the La
Mirada, California facility.

Hayes Wheels Mexico Entities' contentions with respect to the
Ford Order completely disregard the Reorganized Debtors'
contention that Hayes appropriately reserved the right to
transfer manufacture of these wheels to a Ford-approved site other
than the Mexican JV because Hayes was concerned that
the Mexican JV would not be able to produce the volume and
quality of wheels required by Ford.

Mr. Clark adds that Hayes Wheels Mexico Entities also rely on,
and ask the Court to rely on, the declaration of Jose Maria
Abascal, a purported Mexican legal expert, for the proposition
that "whether the scope of the arbitration provisions extends to
[Hayes] as a designee under the Marketing Agreement is an issue
for the arbitrators to decide on the basis of the evidence before
them."  The Reorganized Debtors have their own Mexican legal
expert, Dr. Claus von Wobeser, a leading authority in Mexico on
arbitration and alternative dispute resolution, who refutes Mr.
Abascal's opinion and contends that there is no basis under
Mexican law to compel a non-party to an agreement to arbitrate
disputes arising thereunder.  While Hayes Wheels Mexico Entities
ask the Court to accept their "expert's" untested opinion, they
refused to produce him for deposition, and they argue that the
Reorganized Debtors should not be permitted to rebut that opinion
with testimony from the Reorganized Debtors' expert.

Mr. Clark asserts that Hayes Wheels Mexico Entities' contention
that this Court should compel Hayes, a non-signatory to the
Agreements, to arbitrate disputes in Mexico is predicated
entirely on mischaracterizations of the factual record and a
contested and untested expert opinion from an individual who has
never been made available for deposition.  The Court should not
base its judgment on the arbitrability issue on the DESC
Entities' arguments, allegations and unsworn "facts" that are
contained only in their brief and not in a proper evidentiary
record.  See Trap Rock Industries, Inc. v. Local 825,
International Union of Operating Engineers, AFL-CIO, 982 F.2d
884, 892 (3d Cir. 1992).  Therefore, the Reorganized Debtors
should be given a reasonable opportunity to conduct discovery
with respect to the disputed evidentiary matters before the Court
holds a contested hearing on the arbitration issue. (Hayes Lemmerz
Bankruptcy News, Issue No. 35; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


IMMTECH INT'L: Chan Kon Fung Discloses 15.232% Equity Stake
-----------------------------------------------------------
Chan Kon Fung beneficially owns 1,246,600 shares of the common
stock of Immtech International, Inc., representing 15.232% of the
outstanding common stock of the Company.  Mr. Fung has sole powers
of voting and disposition of the entire amount of stock held.

Immtech International, Inc. is a biopharmaceutical company focused
on the discovery, development and commercialization of drugs for
the treatment of fungal diseases, tuberculosis, hepatitis,
pneumonia, diarrhea, and cancer.

                        *   *   *

As previously reported, since inception, the Company has incurred
accumulated losses of approximately $41,466,000. Management
expects the Company to continue to incur significant losses during
the next several years as the Company continues its research and
development activities and clinical trial efforts.  There can be
no assurance that the Company's continued research will lead to
the development of commercially viable products.  Immtech's
operations to date have consumed substantial amounts of cash.  The
negative cash flow from operations is expected to continue in the
foreseeable future. The Company will require substantial funds to
conduct research and development, laboratory and clinical testing
and to manufacture (or have manufactured) and market (or have
marketed) its product candidates.

Immtech's working capital is not sufficient to fund the Company's
operations through the commercialization of one or more products
yielding sufficient revenues to support the Company's operations;
therefore, the Company will need to raise additional funds. The
Company believes its existing unrestricted cash and cash
equivalents and the grants the Company has received or has been
awarded and is awaiting disbursement of, will be sufficient to
meet the Company's planned expenditures through July 2003,
although there can be no assurance the Company will not require
additional funds. These factors, among others, indicate that the
Company may be unable to continue as a going concern.

The Company's ability to continue as a going concern is dependent
upon its ability to generate sufficient funds to meet its
obligations as they become due and, ultimately, to obtain
profitable operations. Management's plans for the forthcoming
year, in addition to normal operations, include continuing their
efforts to obtain additional equity and/or debt financing, obtain
additional grants and enter into various research, development and
commercialization agreements with other entities.


LARRY'S STANDARD: Court Okays Forshey & Prostol as Attorneys
------------------------------------------------------------
Larry's Standard Brand Shoes, Inc., sought and obtained approval
from the U.S. Bankruptcy Court for the Northern District of Texas
to employ Forshey & Prostol, LLP as its attorneys.

Forshey & Prostokis has substantial real estate, litigation and
bankruptcy expertise and is particularly well suited to represent
the Company in its chapter 11 restructuring, the Debtors tell the
Court.

Specifically, Forshey & Prostok will:

a) advise the Debtor of its rights, powers and duties as a debtor
   and debtor in possession continuing to operate and manage their
   businesses and properties;

b) advise the Debtor concerning, and assisting in the negotiation
   and documentation of, agreements, debt restructurings, and
   related transactions;

c) review the nature and validity of liens asserted against the
   property of the Debtor and advising the Debtor concerning the
   enforceability of such liens;

d) advise the Debtor concerning the actions that it might take to
   collect and to recover property for the benefit of the Debtor's
   estate;

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

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

g) counsel the Debtor in connection with the formulation,
   negotiation and promulgation of plans of reorganization and
   related documents; and

h) perform all other legal services for and on behalf of the
   Debtor that may be necessary or appropriate in the
   administration of this chapter 11 case and its business,
   including advising and assisting the Debtor with respect to
   debt restructurings, stock or asset dispositions, general
   corporate, securities, tax, finance, real estate and litigation
   matters.

The current hourly rates charged by Forshey & Prostok are:

               Partners $295 to $305
               Associates $125 to $225
               Of Counsel $200 to $250
               Paralegals: $ 60 to $ 85

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: Court Extends Lease Decision Time Until Sept. 10
---------------------------------------------------------------
Robert A. Klyman, Esq., at Latham & Watkins LLP, in Los Angeles,
California, informs the Court that a main component of their
telecommunications network is cell towers, large towers, which
broadcast and receive signals to and from customers' handheld
cell phones.  Depending on the particular location, the Leap
Wireless International Inc., and its debtor-affiliates sometimes
lease the land underneath the cell towers, lease use of a third-
party tower or lease rooftop space to place an antenna. Certain of
these arrangements may not be non-residential real property
leases.

The Debtors have approximately 2,600 leases for cell sites and 27
leases for switches, approximately 40 leases for office space, and
90 leases for Cricket's local retail stores.

The Debtors are working diligently to evaluate the Leases and
determine which of them should be assumed and which of them should
be rejected.  While the Debtors have made progress evaluating the
Leases, the balance of this process will take a significant amount
of time due to the large number of Leases, which the Debtors must
review.  Thus, the Debtors should be given an extension to prevent
decisions from being made that are not fully informed and that
might cause a decrease in the value of the Debtors' estates.

As part of the Debtors' reorganization strategy, Mr. Klyman
relates that the Debtors seek to streamline their operations by
shedding areas that are under-performing or are unnecessary.
This requires an in-depth review of the performance of the
Debtors' business in each market.  The Debtors' operations include
thousands of Leases important to their business.  For example,
each Cell Site Lease requires a net traffic analysis to determine
if consumer demand in that area justifies the expense of the cell
site or if sufficient network coverage will still be available
should the lease be rejected.  In addition, the Retail Leases
require the Debtors to compare a specific store's profitability
and overall customer traffic against the expense of finding a new
location and relocating.  The Debtors need more time to make
informed and intelligent decisions as to each of the Leases to
maximize the value of the estates for their creditors.

Mr. Klyman adds that the Debtors may seek to assign certain
Leases.  In most cases, the Cell Site Leases cannot be assigned to
a third-party for any profit, but in certain instances, the Office
Leases and Retail Leases have value if assigned. Consequently, the
Debtors require additional time to prevent premature rejection of
a lease that may be valuable to the Debtors' estates.

If the period to assume or reject the Leases is not extended, the
Debtors will be at risk of:

    A. prematurely and improvidently assuming a lease that the
       Debtors later discover is burdensome and not desired by
       potential buyers, thus creating potential burdens on the
       estates and significant administrative claims by the
       landlords after the Debtors' later termination of these
       leases; and

    B. prematurely and improvidently rejecting a lease that the
       Debtors later discover should have been assumed for
       continuing operations or assumed and assigned to a
       potential buyer or other third party for significant
       consideration.

By this motion, the Debtors ask the Court to extend the date by
which the Debtors must assume or reject the Leases to September
10, 2003 or any other date as the Court may order. This request is
without prejudice to either the Debtors' right to seek a further
extension after notice and a hearing, or the right of any lessor
to request that the extension be shortened for a particular Lease.

Section 365(a) of the Bankruptcy Code provides debtors-in-
possession with the power, subject to Court approval, to assume or
reject executory contracts or unexpired leases.  Section 365(d)(4)
mandates a time frame of 60 days after the order for relief within
which a debtor-in-possession must assume or reject a
non-residential real property lease, but expressly authorizes a
court to extend the debtor's time to assume or reject for cause
shown.

Mr. Klyman points out that the Debtors have made significant
progress towards reorganization.  Already the Debtors have
negotiated a Plan of Reorganization and Disclosure Statement with
the Informal Vendor Debt Committee and the Creditors' Committee.

Mr. Klyman believes that the rejection of the Leases at this time
would be premature and prejudicial to the creditors of the
estates.  Conversely, assumption of the Leases at this time also
would be premature because the Debtors may later be forced to
reject these Leases and face significant administrative claims.
See In re Frontier Properties, Inc., 979 F.2d 1358, 1367 (9th
Cir. 1992) (when an executory contract is assumed and later
rejected, all of the liabilities under the contract flowing from
the rejection, including interest, are entitled to priority as
administrative expenses of the bankruptcy estate); see also In re
Klein Sleep Products, Inc., 78 F.3d 18 (2d Cir. 1996) (claims for
future rent arising from assumed and subsequently rejected lease
are administrative expenses of the bankruptcy estate); In re
Airlift International, Inc., 761 F.2d 1503, 1509 n.5 (11th Cir.
1985) (the breach of an "unexpired lease assumed under section
365 clearly results in an administrative expense claim.").

The diversity and complexity of these cases and the significant
progress the Debtors have made towards reorganization also
justifies an extension.  Courts often grant extensions to assume
or reject leases in large, complicated cases involving numerous
leases.  See, e.g., In re Victoria Station, hie., 875 F.2d at
1381-82; Channel Home Centers, Inc. v. Channel Home Centers, Inc.
(In re Channel Home Centers, Inc., 989 F.2d 682, 683-84 (3d Cir.
1993); In re Garrett Rd. Supermarket, Inc., 89 B.R. 514, 520
(Bankr. E.D. Pa. 1988), aff d, 95 B.R. 902 (F.D. Pa. 1989)
("Given the numerous court appearances required by the Debtor and
the difficult legal issues presented by this case, some extension
of the Section 365(d)(4) 60-day period for the Debtor certainly
appears warranted by good cause.").

The Debtors fall squarely within this authority because:

    A. The Leases are a critical component of their business,
       without them the Debtors could not operate.

    B. The Debtors require more time to determine the proper
       disposition of the Leases due to the sheer size of the
       network and the volume of leases to review.  The Debtors
       are parties to 2,600 Cell Sites Leases, 40 Office Leases
       and 90 Retail Lease, located in 20 different states across
       the country.  Assumption or rejection of the Leases prior
       to a complete review could jeopardize the Debtors' efforts
       to maximize the value of these estates by either:

        (i) significantly increasing the amount of claims entitled
            to administrative priority; or

       (ii) abandoning assets of these estates that are
            subsequently determined to have had value.

    C. The Debtors are current on the payment of postpetition rent
       under the Leases.  Therefore, the landlords will not be
       prejudiced by the relief sought.  The Debtors intend to
       continue to meet their postpetition obligations unless and
       until they determine to reject a particular lease.

    D. The Debtors require additional time to determine the
       profitability of each location.  Each cell site requires a
       net traffic analysis to determine customer usage and each
       retail store requires an assessment of the particular
       store's sales versus the costs to relocate.  The Debtors
       are simply not in a position to assume or reject the Leases
       without completing this research.

    E. The factors weighing against an extension of time are not
       present here.  The Debtors are current on postpetition rent
       and taxes; the landlords are not incurring damages beyond
       normal compensation; the Debtors are expeditiously moving
       to confirm a plan of reorganization; and the properties are
       not vacant.

In light of these circumstances, Judge Adler finds that ample
"cause" exists to grant a 90-day extension of the Debtors' lease
decision period pursuant to Section 365(d) of the Bankruptcy Code
through September 10, 2003. (Leap Wireless Bankruptcy News, Issue
No. 6; Bankruptcy Creditors' Service, Inc., 609/392-0900)


LENNAR CORPORATION: Declares Quarterly Cash Dividends
-----------------------------------------------------
Lennar Corporation (NYSE: LEN and LEN.B) has declared quarterly
cash dividends of $0.0125 per share for both Class A Common Stock
and Class B Common Stock.  The dividends are payable on August 15,
2003 to holders of record on August 5, 2003.

Lennar Corporation, founded in 1954, is headquartered in Miami,
Florida and is one of the nation's leading builders of quality
homes for all generations, building affordable, move-up and
retirement homes.  Under the Lennar Family of Builders banner, the
Company includes the following brand names: Lennar Homes, U.S.
Home, Greystone Homes, Village Builders, Renaissance Homes, Orrin
Thompson Homes, Lundgren Bros., Winncrest Homes, Sunstar
Communities, Don Galloway Homes, Patriot Homes, NuHome, Barry
Andrews Homes, Concord Homes, Summit Homes, Cambridge Homes,
Seppala Homes, Coleman Homes, Genesee and Rutenberg Homes.  The
Company's active adult communities are primarily marketed under
the Heritage and Greenbriar brand names.  Lennar's Financial
Services Division provides mortgage financing, title insurance,
closing services and insurance agency services for both buyers of
the Company's homes and others.  Its Strategic Technologies
Division provides high-speed Internet access, cable television and
alarm installation and monitoring services to residents of the
Company's communities and others. For more information on the
Company visit http://www.lennar.com

                         *     *     *

As reported in Troubled Company Reporter's February 7, 2003
edition, Standard & Poor's Ratings Services raised its corporate
credit rating on Lennar Corp., to 'BBB-' from 'BB+'. At the same
time, ratings are raised on approximately $2.185 billion senior
debt, including bank lines, and on $254 million subordinated
debt. The company's outlook is revised to stable from positive.

The ratings and outlook acknowledge Lennar's solid market
position, highly profitable operations, successful track record
of integrating acquisitions, and sound financial risk profile.
These credit strengths, coupled with management's discipline
with regard to debt leverage, should enable Lennar to perform
solidly even if housing demand does soften.

                         RAISED RATINGS

                          Lennar Corp.

                                     Ratings
                              To              From
                              --              ----
     Corporate credit         BBB-/Stable     BB+/Positive
     $2.185 bil. sr debt      BBB-            BB+
     $254.19 mil. sub debt    BB+             BB-

                         U.S. Homes Corp.

                                     Ratings
                              To              From
                              --              ----
     Corporate credit         BBB-            BB+
     $2.181 mil. sr debt      BBB-            BB+
     $6.187 mil. sub debt     BB+             BB-


LIBERTY TAX CREDIT: Trien Rosenberg Airs Going Concern Doubt
------------------------------------------------------------
The following is a letter to the Partners of Liberty Tax Credit
Plus L.P. and Subsidiaries, a Delaware Limited Partnership,
written on May 30, 2003 by Trien, Rosenberg, Rosenberg, Weinberg,
Ciullo & Fazzari, LLP of New York, New York, the Company's
independent auditors.

"In connection with our audits of the consolidated financial
statements of Liberty Tax Credit Plus L.P. and Subsidiaries
included in the Form 10-K as presented in our opinion dated
May 30, 2003 on page 16 and based on the reports of other
auditors, we have also audited supporting Schedule I for the 2002,
2001 and 2000 Fiscal Years and Schedule III at March 15, 2003.  In
our opinion, and based on the reports of the other auditors
(certain of which were modified due to the uncertainty of these
subsidiary partnerships' abilities to continue in existence),
these consolidated schedules present  fairly, when read in
conjunction with the related consolidated financial statements,
the financial data required to be set forth therein.

"[T]he consolidated financial statements include the financial
statements of two subsidiary partnerships with significant
contingencies and uncertainties regarding their continuing
operations.  During the 2002 Fiscal Year, these subsidiary
partnerships incurred significant operating losses and have
significant equity  deficiencies.  These conditions raise
substantial doubt about the subsidiary partnerships' abilities to
continue as going concerns. The financial statements of these two
subsidiary partnerships were prepared assuming that each will
continue as a going concern.  The two subsidiary partnerships'
losses aggregated $663,949 (2002 Fiscal Year), $240,856 (2001
Fiscal Year) and $66,246 (2000 Fiscal Year) and their assets
aggregated $10,746,963 and $11,018,863 at March 15, 2003 and
2002, respectively. Management's plans regarding these matters are
also discussed in Note 11(a). The accompanying  consolidated
financial statements do not include any adjustments that might
result from the outcome of these uncertainties."


LNR PROPERTY: Completes $350MM Senior Subordinated Note Offering
----------------------------------------------------------------
LNR Property Corporation (NYSE: LNR) has completed an offering of
$350 million of 7-5/8% Senior Subordinated Notes due 2013 to
qualified institutional investors in a transaction complying with
Securities and Exchange Commission Rule 144A.

LNR had previously announced that it was proposing to offer $250
million of Senior Subordinated Notes.  The final amount offered
was increased to $350 million.

As previously announced, LNR expects to use approximately $216
million of the proceeds from the Note sale to redeem its 9 3/8%
Senior Subordinated Notes due 2008 at a redemption price equal to
104.688% of their principal amount plus accrued interest of
approximately $7 million.  The remainder of the proceeds will be
used to reduce senior debt and for general corporate purposes.

The 7-5/8% Notes have not been registered under the Securities Act
of 1933, as amended, or the securities laws of any other
jurisdiction and may not be offered or sold in the United States
absent registration or an applicable exemption from registration
requirement.

As reported in Troubled Company Reporter's March 6, 2003 edition,
Fitch Ratings assigned a 'BB-' rating to LNR Property Corp's
5.5% $200 million contingent convertible senior subordinated
notes. The notes have a final maturity of 2023 and are pari
passu with LNR's existing senior subordinated debt. Although
notes do not become redeemable at noteholder option until 2010,
LNR will have the option to redeem them beginning in 2008.


LUBY'S INC: Elects Gasper Mir as Company's New Board Chairman
-------------------------------------------------------------
Luby's (NYSE: LUB) announced the election of Gasper Mir of Houston
to become its new board chairman effective at the beginning of its
coming fiscal year on August 28, 2003.  Mir presently serves as
chairman of the finance and audit committee of the Luby's board
and for fifteen years led the Houston-based accounting firm that
he founded in 1988.  Mr. Mir is currently serving as executive
advisor to the superintendent of the Houston Independent School
District.

"I'm excited about this opportunity to help Luby's as the company
works to implement the two-year business plan," said Gasper Mir,
incoming board chairman.  "I salute Bob Herres for all of his hard
work on behalf of Luby's -- he has indeed set a high standard for
us all."

Luby's outgoing chairman, Robert T. Herres, will retire from the
board of directors at the close of the fiscal year when he is
replaced by Mir.  Herres joined the board in January 2000 and was
elected chairman in March 2001 in conjunction with the management
change in the company that took place at the time.

"Over the past two years, Bob has been an invaluable partner to
Luby's in our efforts to help make the company stronger and
healthier," said Chris Pappas, President and CEO.  "His guidance
and experience have provided us with tremendous support, and we
will truly miss his wise counsel."

At the January 2003 annual shareholders' meeting, Herres announced
that, while his first three-year term of board service ended at
that meeting, his election for another term would be in conflict
with the age policy of the company.  Board policy precludes
election or reelection for another term on the Luby's board after
a member reaches the age of seventy.  However, under appropriate
circumstances, the board may waive this restriction when it
believes the situation justifies such action.  Herres explained to
shareholders then that he had passed this age limit, but that he
had agreed to serve an additional year in order to lead the board
through the ongoing transition to the new management team.

On presentation of his resignation, Herres pointed out that he had
accepted the responsibility of chairman of the Luby's board of
directors for the purpose of facilitating the critical period of
transition to a new management team, and will have served for two
and one-half years in that capacity through the effective date of
his resignation and will have served as a board member for seven
months beyond the age of the mandatory retirement policy for board
service.  As a consequence, he felt that the time had come to
bring his relationship with Luby's, Inc. to a close.

Herres concluded by saying, "I wish to extend my very best wishes
to the management and board of Luby's for the future success of
this great company and South Texas institution."

Mir will be replaced as chairman of the finance and audit
committee by Joe McKinney, currently the vice chairman of Broadway
Bank in San Antonio. McKinney pursued a twenty-nine year career in
banking, which included a term as chairman and chief executive
officer of JPMorgan Chase Bank for the San Antonio region.

Luby's provides its customers with delicious, home-style food,
value pricing, and outstanding customer service at its restaurants
in Dallas, Houston, San Antonio, the Rio Grande Valley, and other
locations throughout Texas and other states.  The company
currently operates 159 locations, and its stock is traded on the
New York Stock Exchange (symbol LUB).

Luby's, Inc.'s May 7, 2003 balance sheet shows that its total
current liabilities exceeded its total current assets by about
$116 million.

As reported in Troubled Company Reporter's May 27, 2003 edition,
Luby's (NYSE: LUB) was notified by its subordinated note holders,
Chris and Harris Pappas, that as a result of the ongoing default
under the Company's senior indebtedness (bank debt), the Company's
subordinated debt held by the Pappases was also in default. The
bank debt default also triggered an automatic suspension of
interest payments on the subordinated debt.


MANDALAY RESORT: Files SEC Form S-3 re Conv. Debenture Resales
--------------------------------------------------------------
Mandalay Resort Group (NYSE: MBG) has filed a registration
statement on Form S-3 relating to resales by securityholders of
the company's issued and outstanding Floating Rate Convertible
Senior Debentures due 2033 and the shares of its common stock
issuable up conversion of the debentures.

A copy of the prospectus may be obtained from Les Martin, Mandalay
Resort Group, 3950 Las Vegas Boulevard South, Las Vegas, NV 89119.

A registration statement relating to these securities has been
filed with the Securities and Exchange Commission but has not yet
become effective. These securities may not be sold nor may offers
to buy be accepted prior to the time the registration statement
becomes effective.  This communication shall not constitute an
offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any state in which such
offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any
such state.

Mandalay Resort Group owns and operates 11 properties in Nevada:
Mandalay Bay, Luxor, Excalibur, Circus Circus, and Slots-A-Fun in
Las Vegas; Circus Circus-Reno; Colorado Belle and Edgewater in
Laughlin; Gold Strike and Nevada Landing in Jean and Railroad Pass
in Henderson.  The company also owns and operates Gold Strike, a
hotel/casino in Tunica County, Mississippi.  The company owns a
50% interest in Silver Legacy in Reno, and owns a 50% interest in
and operates Monte Carlo in Las Vegas.  In addition, the company
owns a 50% interest in and operates Grand Victoria, a riverboat in
Elgin, Illinois, and owns a 53.5% interest in and operates
MotorCity in Detroit, Michigan.

As previously reported, Fitch Ratings affirmed the 'BB+' rating on
Mandalay Resort Group's (NYSE: MBG) senior debt and the 'BB-'
rating on the company's senior subordinated debt. The rating
action affected approximately $2.1 billion in debt securities.
Fitch assigned a 'BB+' rating to the company's $1.1 billion senior
unsecured bank credit facility. The Rating Outlook has been
revised to Stable from Negative.


MERRILL CORP: S&P Revises Outlook on Low-B and Junk Ratings
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook for Merrill
Corp., to stable from negative. At the same time, Standard &
Poor's affirmed its 'B' corporate credit and senior secured, and
'CCC+' subordinated debt ratings for Merrill.

"The ratings for Merrill reflect the company's significant debt
levels, moderate-size cash flow base, and competitive market
conditions," said credit analyst Michael Scerbo. In addition, the
company's transaction-based financial printing business is subject
to the volatility of the capital markets. These factors are
somewhat offset by Merrill's good market position in financial
printing, and a diversified customer base. Also, the company's
increasing focus on diversifying its business, most notably
through its document management and real estate segments, is
expected to help provide more stable revenues and cash flows,
which likely will help offset the variability of capital markets-
related printing.

St. Paul, Minnesota-based Merrill is a diversified communications
and document services company that provides a broad range of
services to financial, legal, and corporate clients. The company
is organized into four business units: Financial Document
Services, Strategic Communication Services, Document Management
Services, and Merrill Print Group. FDS and SCS are the company's
largest segments, and focus on transaction-based printing for IPOs
and mergers & acquisitions, and marketing and compliance printing
for financial and corporate clients. Merrill's focus on cost
control and leveraging its resources helped mitigate the bottom-
line impact of the lower revenues, and it maintained solid growth
trends in its other businesses, most notably document management
services to the legal industry and marketing and communication
services to the real estate industry. This diversification of
revenues has to some extent helped to offset the depressed
financial markets.

Given the ongoing relatively weak economy, Standard & Poor's
expects the overall printing sector to remain pressured throughout
2003. However, Merrill's good market position in financial
printing and diversification into document management services is
expected to mitigate material downside exposure. As a result,
Standard & Poor's expects Merrill's credit measures to gradually
improve from current levels.


METRIS COMPANIES: Funds 1-Year $125 Million Term Loan Agreement
---------------------------------------------------------------
Metris Companies Inc. (NYSE:MXT) has successfully funded the one-
year, $125 million term loan agreement announced earlier this
month. The Company used a portion of the proceeds to repay today
the $100 million term loan due June 30, 2003.

The completion of this funding represents a further step in the
Company's plan that is focused on liquidity and a return to
profitability.

Metris Companies Inc. (NYSE: MXT) is one of the nation's leading
providers of financial products and services. The company issues
credit cards through its wholly owned subsidiary, Direct Merchants
Credit Card Bank, N.A. Through its enhancement services division,
Metris also offers consumers a comprehensive array of value-added
products, including credit protection and insurance, extended
service plans and membership clubs. For more information, visit
http://www.metriscompanies.comor
http://www.directmerchantsbank.com

As reported in Troubled Company Reporter's March 3, 2003 edition,
Fitch Ratings lowered the senior and bank credit facility ratings
of Metris Companies Inc. to 'CCC' from 'B-'. In addition, the
long-term deposit rating of Direct Merchants Credit Card Bank,
N.A. has been lowered to 'B' from 'B+'. The short-term deposit
rating remains at 'B'. The ratings have been removed from Rating
Watch Negative where they were placed on Dec. 20, 2002. The Rating
Outlook is Negative for Metris and DMCCB. Approximately $350
million of holding company debt is affected by this rating action.

The action reflects heightened execution risk as Metris attempts
to address liquidity concerns with its various credit providers.
Fitch remains concerned with Metris' ability to renew or replace
conduit facilities that mature in the June and July 2003
timeframe, coupled with a $100 million term loan drawn under the
company's bank credit facility due in June 2003. While Metris is
in active negotiations with its credit providers, Fitch believes
the pace and complexity of this process has increased overall
risk to the company. The downgrade of DMCCB reflects its
operational ties to the holding company, which it relies on to
fund assets longer term.

Furthermore, Fitch remains concerned with low excess spread
levels in the Metris Master Trust, Metris' primary securitization
vehicle. Excess spread levels have declined significantly over the
past few months, and for many series are below 2%, eroding the
cushion that once existed. Under the company's current bank credit
agreement, Metris must maintain minimum excess spread in the MMT.
Moreover, if trust level excess spread becomes negative, on a
three month rolling average, an early amortization of the MMT
would occur. If an early amortization of the trust were to take
place, Fitch does not believe that Metris would have sufficient
liquidity to withstand such an occurrence.

In Fitch's opinion, even if near-term liquidity issues are
satisfactorily resolved, Metris will remain challenged to address
earnings and asset quality concerns in a difficult economic and
capital markets environment. In addition, federal bank regulators
have imposed more stringent requirements on credit card lending,
namely higher capital and reserves for subprime loans along with
greater scrutiny of fee and finance charges. While Metris has
complied with these regulatory changes, Fitch believes that these
actions have negatively impacted the economics of Metris' credit
card business.


MIDWEST AIRLINES: Gov. Jim Doyle Proposes Financing Agreement
-------------------------------------------------------------
At a news conference Friday at General Mitchell International
Airport, Governor Jim Doyle and the county executives of Milwaukee
and Racine counties announced a financing proposal to support
Midwest Airlines' efforts to financially restructure its
operations.

The proposal would permit Milwaukee County to become the guarantor
of payments by Midwest Airlines on two industrial development
revenue bonds. The bonds were issued by the City of Milwaukee to
fund construction of two aircraft hangars on county-owned
property: one for Midwest Airlines ($7.9 million in 1998), the
other for Midwest Connect ($6.3 million in 2001). The bond
payments are currently guaranteed by two letters of credit
totaling $14.4 million issued by the company's credit facility
banks. The agreement with the credit facility banks is scheduled
to expire on August 30, 2003; Midwest is seeking replacement
financing. The arrangement with Milwaukee County will not become
effective until the new financing is in place.

At the request of Governor Doyle, the Wisconsin Department of
Commerce will provide a $4 million Economic Community Development
Block Grant to Racine County. The grant is targeted to support job
creation and retention for Racine County by ensuring the long-term
viability of the air transportation system based at nearby General
Mitchell International Airport and its locally based airline,
which employs more than 300 Racine County residents. Racine County
will retain $12,000, with the balance going to Milwaukee County to
be added to $1 million provided by Midwest Airlines. The money
will be placed in escrow for use in the event Midwest would fail
to make required interest or principal payments.

"This agreement is an excellent example of intergovernmental
cooperation," said Governor Doyle. "The state, working with both
counties, will help ensure a strong transportation infrastructure
for southeastern Wisconsin."

The agreement is designed to impose no risk for taxpayers because
there will be more than sufficient collateral to guarantee
interest and principal payments on the $14.2 million debt: $5
million in cash in escrow plus hangars valued at $12.75 million,
for a total of $17.75 million.

"The challenges the airline industry is facing are unprecedented,
and we are truly gratified by the backing of the state, and
Milwaukee and Racine counties -- another example of the loyalty
that the citizens of this state have extended to us over the past
19 years," said Timothy E. Hoeksema, chairman and chief executive
officer of Midwest Airlines. He pointed out that the financing
proposal is a critical component of the airline's restructuring
efforts, whether those efforts are completed with or without the
help of the court in Chapter 11.

The Milwaukee and Racine county boards must still approve the
proposal. In Milwaukee, a committee vote is scheduled for July 17,
with the full board vote on July 24.

Midwest Airlines (NYSE: MEH) features nonstop jet service to major
destinations throughout the United States. Skyway Airlines, Inc. -
- its wholly owned subsidiary -- operates Midwest Connect, which
offers connections to Midwest Airlines as well as point-to-point
service between select markets on regional jet and turboprop
aircraft. Together, the airlines offer service to 51 cities. More
information is available at http://www.midwestairlines.com


MISSISSIPPI CHEMICAL: Court Approves KPMG LLP as Accountants
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Mississippi
gave its stamp of approval to Mississippi Chemical Corporation and
its debtor-affiliates' request to employ KPMG LLP as Accountants,
Auditors, Tax Consultants and Bankruptcy Compliance Advisors.  The
Debtors report that KPMG has served as accountants and auditors
for them since 2002.

The professional services KPMG will render include:

  A. Accounting and Auditing Services

     1) Audit and review examinations of the financial
        statements of the Debtors as may be required from time
        to time;

     2) Analysis of accounting issues and advice to the Debtors'
        management regarding the proper accounting treatment of
        events;

     3) Assistance in the preparation and filing of the Debtors'
        financial statements and disclosure documents required
        by the Securities and Exchange Commission;

     4) Assistance in the preparation and filing of the Debtors
        registration statements required by the Securities and
        Exchange Commission in relation to debt and equity
        offerings; and

     5) Performance of other accounting services for the Debtors
        as may be necessary or desirable.

  B. Tax Advisory Services

     1) Review of and assistance in the preparation and filing
        of any tax returns;

     2) Advice and assistance to the Debtors regarding tax
        planning issues, including but not limited to,
        assistance in estimating net operating loss
        carryforwards, international taxes, and state and local
        taxes;

     3) Assistance regarding transaction taxes, state and local
        sales and use taxes;

     4) Assistance regarding tax matters related to the Debtors'
        pension plans;

     5) Assistance regarding any existing or future IRS, state
        and/or local tax examinations;

     6) Other consulting, advice, research, planning or analysis
        regarding tax issues as may be requested from time to
        time; and

     7) Advice and assistance on the tax consequences of
        proposed plans of reorganization, including, but not
        limited to, assistance in the preparation of Internal
        Revenue Service ruling requests regarding the future tax
        consequences of alternative reorganization structures.

  C. Bankruptcy Compliance Services

     1) Assistance in the preparation and review of reports or
        filings as required by the Bankruptcy Court or the
        Office of the United States Trustee, including but not
        limited to schedules of assets and liabilities,
        statement of financial affairs, mailing matrix and
        monthly operating reports;

     2) Assistance with implementation of bankruptcy accounting
        procedures as required by the Bankruptcy Code and
        generally accepted accounting principles, including, but
        not limited to, Statement of Position 90-7;

     3) Attendance, if necessary at meetings with bank lenders,
        creditors and any official or informal committees; and

     4) Other such functions as requested by the Debtors or
        their counsel to assist the Debtors in their business
        and reorganization.

Timothy J. Cantrell reports KPMG's current hourly rates are:

     Accounting and Tax Advisory
     ---------------------------
     SEC. National and other Advisory Partners  $550 - $700
     Partners                                   $325 - $350
     Directors/Senior Managers/Managers         $225 - $245
     Senior/Staff Accountants                   $125 - $170

     Bankruptcy Compliance Advisory
     ------------------------------
     Partners                                   $540 - $600
     Directors/Senior Managers/Managers         $360 - $510
     Senior/Staff Consultants                   $180 - $330
     Paraprofessionals                          $120

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.


MOHEGAN TRIBAL: Modifies Tender Offer for 8.75% Senior Sub Notes
----------------------------------------------------------------
As previously announced on June 19, 2003, the Mohegan Tribal
Gaming Authority commenced a cash tender offer and consent
solicitation for any and all of its $300,000,000 aggregate
principal amount of 8.75% Senior Subordinated Notes due 2009.

The consent solicitation described in the Offer to Purchase and
Consent Solicitation Statement and the accompanying Letter of
Transmittal and Consent, dated June 19, 2003, expired at 5 p.m.,
New York City time, yesterday, and the expiration date for the
Offer is midnight, New York City time, July 17, 2003.  The
Authority is extending the period of time in which holders of
Notes may tender their notes and receive the Consent Payment, as
defined in the Tender Offer Documents, until noon, New York City
time, today, provided that the Consent Date, the Expiration Date
and the other terms of the Offer, as described in the Tender Offer
Documents, remain unchanged.

On June 27, 2003, the Authority filed Amendment No. 1 to its
Annual Report for the fiscal year ended September 30, 2002 on Form
10-K/A. The Amendment amends and restates in their entirety Item
6. "Selected Financial Data" and Exhibit 12.1 "Computation of
Ratio of Earnings to Fixed Charges."

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

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

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


NATIONAL STEEL: Joint Plan's Claim Classification and Treatment
---------------------------------------------------------------
In accordance with Section 1122 of the Bankruptcy Code, the
National Steel Corporation and its debtor-affiliates proposed Plan
provides for the classification of Classes of claims and equity
interests.  Section 1122(a) permits a plan to place a claim or an
interest in a particular class only if the claim or interest is
substantially similar to the other claims or interests in that
class.

Pursuant to Bankruptcy Code Section 1123(a)(1), Administrative
Expense Claims and Priority Tax Claims have not been classified
and the holders of these Claims are not entitled to vote to
accept or reject the Plan.  Allowed Administrative and Allowed
Priority Claims are to be paid in full on the Effective Date of
the Plan, or, for ordinary course Administrative Claims, when the
claims become due and, for tax claims, as contemplated under
Section 507(a)(8) of the Bankruptcy Code.

Claims against and Interests in each Debtor are classified for
all purposes including voting, confirmation and distribution
pursuant to the Plan and pursuant to Bankruptcy Code Section 1122
and 1123(a)(1).  A Claim or Interest will be deemed classified in
a particular Class only to the extent that the Claim or Interest
qualifies for the description and will be deemed classified in a
different Class to the extent that any remainder of that Claim or
Interest qualifies for the description of that different Class.
A Claim or Interest is in a particular Class only to the extent
that the Claim or Interest is allowed in that Class and has not
been paid or settled before the Effective Date.

The Debtors believe that the classification of Claims and Equity
Interests under the Plan is appropriate and consistent with
applicable law.

             Summary of Claims Against & Interests In
                    National Steel Corporation

Class        Description               Treatment
-----        -----------               ---------
N/A          Administrative and        Paid in cash, in full
              Priority Tax Claims

NSC-1        Miscellaneous Secured     Unimpaired, not entitled
              Claims against NSC        to vote

              A Claim secured by a      Each holder will receive:
              lien on a property in
              which NSC has an          1. Cash equal to the
              interest                     unpaid portion of the
                                           Allowed Claim; or

                                        2. Other treatment as the
                                           parties agree in
                                           writing.

                                        100% estimated recovery

NSC-2        Other Priority Claims     Unimpaired, not entitled
                                        to vote

              A Claim entitled to       Each holder will receive:
              priority pursuant to
              Section 507(a) of         1. Cash equal to the
              the Bankruptcy Code,         unpaid portion of the
              other than Priority          Allowed Claim; or
              Tax Claim or
              Administrative Claim      2. Other treatment as the
                                           parties agree in
                                           writing.

                                        100% estimated recovery

NSC-3        PBGC Claims               Impaired, entitled to vote

              $2,100,000,000            Distribution in accordance
                                        with settlement agreement

NSC-4        Bond Claims               Impaired, entitled to vote

              Any Claim arising from    HSBC Bank USA and Robert
              the First Mortgage        Conrad as Indenture
              Bonds or the Indenture    Trustees received
                                        $234,000,000 for the
                                        bondholders' benefit at
                                        the Closing of the U.S.
              $376,236,887              Steel Sale.  The Trustees
                                        will receive Cash from the
                                        Bond Recovery Pool, which
                                        consists of 64% of the
                                        Reorganized Debtor Net
                                        Available Cash.

                                        Houlihan, Lokey, Howard &
                                        Zukin Capital, the
                                        Bondholders' Committee's
                                        investment banker, will
                                        receive $1,263,322 on the
                                        Effective Date as
                                        Substantial Contribution
                                        Claim.

                                        66.8% recovery received
                                        during Chapter 11 case to
                                        date

                                        4% estimated recovery from
                                        additional distribution

                                        70.8% total estimated
                                        recovery

NSC-5        Mitsubishi and Marubeni   Impaired, entitled to vote
              Claims
                                        Mitsubishi and Marubeni
                                        Received $77,420,000
                                        payment at the closing of
              $131,160,000              the U.S. Steel Sale and
                                        will receive 16% of the
                                        Reorganized Debtor Net
                                        Available Cash.

                                        62% recovery received
                                        during Chapter 11 case to
                                        date

                                        2.8% estimated recovery
                                        from additional
                                        distributions

                                        64.8% total estimated
                                        recovery


NSC-6        General Unsecured         Impaired, entitled to
              Claims                    vote.

              A Claim against NSC       Each holder will receive
              that is not a             its Pro Rata share of ___%
              Miscellaneous Secured     of the Overall Unsecured
              Claim, Administrative     Creditor Recovery Pool.
              Claim, Priority Tax
              Claim, Other Priority
              Claim, or PBGC Claim.

NSC-7        Interests in NSC          Impaired, not entitled to
                                        vote.
              The rights and
              interests of the          The holders will not
              holder of any equity      receive any distributions
              security in NSC.          nor retain any property
                                        under the Plan.

                                        On the Effective Date, all
                                        Interests will be deemed
                                        cancelled or extinguished.

                                        0% estimated recovery

             Summary of Claims against and Interests in
                    National Steel Pellet Company

Class        Description               Treatment
-----        -----------               ---------
N/A          Administrative and        Paid in cash, in full
              Priority Tax Claims

NSP-1        Miscellaneous Secured     Unimpaired, not entitled
              Claims against NSP        to vote

              A Claim secured by a      Each holder will receive:
              lien on a property in
              which NSP has an          1. Cash equal to the
              interest                     unpaid portion of the
                                           Allowed Claim; or

                                        2. Other treatment as the
                                           parties agree in
                                           writing.

                                        100% estimated recovery

NSP-2        Other Priority Claims     Unimpaired, not entitled
                                        to vote

              A Claim entitled to       Each holder will receive:
              priority pursuant to
              Section 507(a) of         1. Cash equal to the
              the Bankruptcy Code,         unpaid portion of the
              other than Priority          Allowed Claim; or
              Tax Claim or
              Administrative Claim      2. Other treatment as the
                                           parties agree in
                                           writing.

                                        100% estimated recovery

NSP-3        PBGC Claims               Impaired, entitled to vote

              $2,100,000,000            Distribution in accordance
                                        with settlement agreement

NSP-4        General Unsecured         Impaired, entitled to vote
              Claims

              A Claim against NSP       Each holder will receive
              that is not a             its Pro Rata Share of
              Miscellaneous Secured     ___% of the Overall
              Claim, Administrative     Unsecured Creditor
              Claim, Priority Tax       Recovery Pool
              Claim, Other Priority
              Claim, or PBGC Claim

NSP-5        Interests in NS Pellet    Impaired, not entitled to
                                        vote.
              The rights and
              interests of the          On the Effective Date, all
              holder of any equity      Interests will be deemed
              security in NSP.          cancelled and
                                        extinguished.

                                        0% estimated recovery

             Summary of Claims against and Interests in
                         ProCoil Corporation

Class        Description               Treatment
-----        -----------               ---------
N/A          Administrative and        Paid in cash, in full
              Priority Tax Claims

PRO-1        Miscellaneous Secured     Unimpaired, not entitled
              Claims against ProCoil    to vote

              A Claim secured by a      Each holder will receive:
              Lien on property in
              which an Estate has an    1. Cash equal to the
              interest                     unpaid portion of the
                                           Allowed Claim; or

                                        2. Other treatment as the
                                           parties agree in
                                           writing.

                                        100% estimated recovery

PRO-2        Other Priority Claims     Unimpaired, not entitled
                                        to vote

              A Claim entitled to       Each holder will receive:
              priority pursuant to
              Section 507(a) of         1. Cash equal to the
              the Bankruptcy Code,         unpaid portion of the
              other than Priority          Allowed Claim; or
              Tax Claim or
              Administrative Claim      2. Other treatment as the
                                           parties agree in
                                           writing.

                                        100% estimated recovery

PRO-3        PBGC Claims               Impaired, entitled to vote

              $2,100,000,000            Distribution in accordance
                                        with settlement agreement

PRO-4        General Unsecured         Impaired, entitled to vote
              Claims

              A Claim against ProCoil   Each holder will receive
              that is not a             its Pro Rata Share of
              Miscellaneous Secured     ___% of the Overall
              Claim, Administrative     Unsecured Creditor
              Claim, Priority Tax       Recovery Pool
              Claim, Other Priority
              Claim, or PBGC Claim

PRO-5        Interests in ProCoil      Impaired, not entitled to
                                        vote.
              The rights and
              interests of the          On the Effective Date, all
              holder of any equity      Interests will be deemed
              security in ProCoil.      cancelled and
                                        extinguished.

                                        0% estimated recovery

             Summary of Claims against and Interests in
                         Inactive Debtors

Class        Description               Treatment
-----        -----------               ---------
N/A          Administrative and        Paid in cash, in full
              Priority Tax Claims

Inactive-1   All Claims against each   Impaired, entitled to vote
              of the Inactive Debtors
              except Administrative     In the event that any of
              Claims, Priority Tax      the Claims become Allowed
              Claims, and PBGC Claims   Claims, the Claims will be
                                        treated as Claims against
                                        NSC in the applicable
                                        Class set forth in the
                                        Plan

Inactive-2   PBGC Claims               Impaired, entitled to vote

              $2,100,000,000            Distribution in accordance
                                        with settlement agreement

Inactive-3   Interests in Inactive     Impaired, not entitled to
              Debtors                   vote

              The rights and            The holders will neither
              interests of the holder   receive any distributions
              of any equity security    nor retain any property.
              in any Inactive Debtors
                                        On the later of the
                                        Effective Date and
                                        completion of the
                                        dissolution of the
                                        Inactive Debtors, all
                                        Interests will be deemed
                                        cancelled or extinguished.

                                        0% estimated recovery

             Summary of Claims against and Interests in
                          No Asset Debtors

Class        Description               Treatment
-----        -----------               ---------
N/A          Administrative and        Paid in cash, in full
              Priority Claims

No Asset-1   All Claims against each   Impaired, not entitled to
              of the No Asset Debtors   vote
              except Administrative
              Claims, Priority Tax      Claims will not receive
              Claims, and PBGC Claims   any distribution of
                                        Property

                                        0% estimated recovery

No Asset-2   PBGC Claims               Impaired, entitled to vote

              $2,100,000,000            Distribution in accordance
                                        with settlement agreement

No Asset-3   Interests in a No Asset   Impaired, not entitled to
              Debtor                    vote

              The rights and            The holders will neither
              interests of the holder   receive any distributions
              of any equity security    nor retain any property.
              in any No Asset Debtor
                                        On the later of the
                                        Effective Date and
                                        completion of the
                                        dissolution of the
                                        No Asset Debtors, all
                                        Interests will be deemed
                                        cancelled or extinguished.

                                        0% estimated recovery
(National Steel Bankruptcy News, Issue No. 31; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


NEW WORLD RESTAURANT: Inks Equity Restructuring Agreement
---------------------------------------------------------
New World Restaurant Group, Inc. (OTC: NWCI.PK) has entered into
an agreement with the holders of all of its Series F preferred
stock, who also own more than a majority of its common stock, that
will result in a recapitalization of the company's equity.

Under terms of the agreement, one of the holders of New World's
Series F preferred stock will exchange all of its equity
interests, including common stock and warrants, in New World for
$57.0 million face amount of a new Series Z preferred stock, while
the other holder will exchange all of its Series F preferred
shares for common stock. The Series Z preferred stock will be non-
convertible, will be mandatorily redeemable on June 30, 2009 or
upon an earlier change of control, and will not pay or accrue
dividends.

New World's Board of Directors has approved this equity
recapitalization, which is subject to the consummation of the
refinancing of the company's senior secured increasing rate notes
due 2003, stockholder approval and other customary conditions. The
Board received an opinion from the company's financial advisor,
CIBC World Markets Corp., to the effect that, as of the date of
the equity restructuring agreement, the shares of Series Z
preferred stock and common stock to be issued in exchange for the
interests of the holders of Series F preferred stock is fair to
the company from a financial point of view. The company intends to
provide its shareholders with details regarding the terms of the
restructuring in a proxy statement to be filed with the Securities
and Exchange Commission in advance of a special stockholders
meeting that will be called to approve the restructuring. There
can be no assurance that New World will be successful in
refinancing its indebtedness or restructuring its equity.

If the conditions are fulfilled, Greenlight Capital, Inc. and
certain of its affiliates will beneficially own approximately
92.0% of New World's outstanding common stock following the
closing of the refinancing and equity recapitalization. The
balance of the outstanding common stock will be held by the
company's current common stockholders and warrant holders.
Greenlight Capital is a New York-based investment firm.

"Assuming the successful refinancing and shareholder vote, this
equity restructuring will stabilize our capital structure and give
us the foundation for future growth," said Anthony Wedo, chairman
and chief executive officer of New World. "Greenlight Capital,
which will become our largest common shareholder, has been a
longstanding investor in New World, and supports our efforts in
strengthening the organization to better serve our customers,
enhance career opportunities for our employees, and deliver value
to our shareholders. This restructuring will open a fresh chapter
in our corporate history."

New World Restaurant Group is a leading company in the quick
casual sandwich industry, the fastest-growing restaurant segment.
The company operates locations primarily under the Einstein Bros.
and Noah's New York Bagels brands and primarily franchises
locations under the Manhattan Bagel and Chesapeake Bagel Bakery
brands. The company's retail system currently consists of 455
company-owned locations and 288 franchised and licensed locations
in 32 states. The company also operates a dough production
facility and a coffee roasting plant.

As reported in Troubled Company Reporter's June 18, 2003 edition,
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured ratings on quick-casual restaurant operator New
World Restaurant Group Inc. to 'D' from 'CCC-'.

All ratings were removed from CreditWatch, where they had been
placed May 20, 2003.


NEXMED INC: Regains Compliance with Nasdaq Listing Requirements
---------------------------------------------------------------
NexMed, Inc. (Nasdaq: NEXM), a developer of innovative transdermal
products based on its proprietary NexACT(R) drug delivery
technology, has regained full compliance with Nasdaq's continued
listing requirement.  The Company received a letter dated June 27,
2003 from the NASDAQ Hearings Department stating that it has
demonstrated full compliance with the shareholders' equity/market
value of listed securities/assets and total revenue requirement
and all other requirements necessary for continued listing on the
Nasdaq National Market.  Accordingly, the Company's oral hearing
scheduled for Thursday, July 10, 2003 will be considered moot and
the hearing file will be closed.

NexMed, Inc. is an emerging pharmaceutical and medical technology
company, with a product development pipeline of innovative
transdermal drug treatments based on the NexACT(R) transdermal
delivery technology. Its lead NexACT(R) product under development
is the Alprox-TD(R) cream treatment for erectile dysfunction. The
Company is also working with various pharmaceutical companies to
explore the incorporation of NexACT(R) into their existing drugs
as a means of developing new patient-friendly transdermal products
and extending patent lifespans and brand equity.

                          *    *    *

                   Going Concern Uncertainty

In the Company's Form 10-K filed on March 31, 2003, the Company
reported:

"OUR INDEPENDENT ACCOUNTANTS HAVE DOUBT AS TO OUR ABILITY TO
CONTINUE AS A GOING CONCERN FOR A REASONABLE PERIOD OF TIME.

"As a result of our losses to date, working capital deficiency
and accumulated deficit, our independent accountants 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. Our continuation is based on our ability to
generate or obtain sufficient cash to meet our obligations on a
timely basis and ultimately to attain profitable operations. Our
independent auditors' going concern qualification may make it
more difficult for us to obtain additional funding to meet our
obligations. We anticipate that we will continue to incur
significant losses until successful commercialization of one or
more of our products, and we may never operate profitably in the
future.

"WE WILL NEED SIGNIFICANT FUNDING TO COMPLETE OUR RESEARCH AND
DEVELOPMENT EFFORTS.

"Our research and development expenses for the years ended
December 31, 2002, 2001, and 2000 were $21,615,787, $12,456,384,
and $6,892,283, respectively. Since January 1, 1994, when we
repositioned ourselves as a medical and pharmaceutical
technology company, we have spent $50,695,348 on research and
development. We anticipate that our expenses for research and
development will not increase in 2003. Given our current lack of
cash reserves, we will not be able to advance the development of
our products unless we raise additional cash reserves through
financing from the sale of our securities and/or through
partnering agreements. If we are successful in entering
partnering agreements for our products under development, we
will receive milestone payments, which will offset some of our
research and development expenses.

"As indicated above, our anticipated cash requirements for
Alprox-TD(R) through the NDA filing in the first half of 2004,
will be approximately $15 million. Completion of the open label
study is not a prerequisite for our NDA filing. We may not be
able to arrange for the financing of that amount, and if
we are not successful in entering enter into a licensing
agreement for Alprox-TD(R), we may be required to discontinue
the development of Alprox-TD(R).

"We will also need significant funding to pursue our product
development plans. In general, our products under development
will require significant time-consuming and costly research and
development, clinical testing, regulatory approval and
significant additional investment prior to their
commercialization. The research and development activities we
conduct may not be successful; our products under development
may not prove to be safe and effective; our clinical development
work may not be completed; and the anticipated products may not
be commercially viable or successfully marketed. Commercial
sales of our products cannot begin until we receive final FDA
approval. The earliest time for such final approval of the first
product which may be approved, Alprox-TD(R), is sometime in
early 2005. We intend to focus our current development efforts
on the Alprox-TD(R) cream treatment, which is in the late
clinical development stage."


ONE PRICE CLOTHING: Completes Equity Investment by Sun Cap. Unit
----------------------------------------------------------------
One Price Clothing Stores, Inc., an operator of a national chain
of 568 retail specialty stores offering first quality, in-season
apparel and accessories for women and children, completed its
previously disclosed equity investment by an affiliate of Sun
Capital Partners, Inc., a Boca Raton-based private investment
firm.

In the transaction, the Sun Capital affiliate paid a total
purchase price of $7.0 million for 5,119,101 shares of the
Company's common stock and 100 shares of the Company's Series A
Preferred Stock that will be convertible into an aggregate of
11,964,500 shares of the Company's common stock at such time as
the number of shares of the Company's common stock authorized for
issuance is increased to allow such conversion.  The shares that
were issued Friday pursuant to this investment were authorized but
unissued shares of the Company.  As a result of the investment,
the Sun Capital affiliate now owns an aggregate of approximately
85% of the Company's voting securities.

The Company also said that it completed an amendment to its
existing credit facility with Congress Financial Corporation
(Southern) to increase the size of the facility from $44.65
million to $54.65 million.  In order to satisfy a condition to the
closing of both the equity investment and the credit facility
increase, the Company also announced that it successfully obtained
certain concessions from its vendors.

"We are very pleased to announce the completion of the Sun Capital
equity investment and the credit facility increase with our
existing bank group," commented Leonard M. Snyder, Chief Executive
Officer.  "We especially appreciate the support from our vendors
which was instrumental to the completion of the transaction.  The
new capital that Sun Capital's equity investment provides, coupled
with additional flexibility created by our enhanced credit
facility and the support of our vendors, is expected to strengthen
One Price and facilitate the roll-out of our tri-box store
concept. We welcome Sun Capital as our new equity partner and look
forward to benefiting from their involvement with One Price."

"We are excited about our investment in One Price and believe the
Company is now positioned for success," stated M. Steven Liff,
Principal at Sun Capital Partners, Inc.  "The support from the
vendor community has been tremendous, indicating that the Company
has a special niche in the market that the manufacturers believe
in.  The management team has also demonstrated their leadership
capabilities and credibility in the marketplace, and we are
looking forward to helping Lenny Snyder and his team continue to
build the One Price concept."

In connection with the investment, the Company named four new
directors to fill two existing vacancies and two vacancies created
by the resignations of Laurie M. Shahon and Renee M. Love.  The
new directors are Marc J. Leder and Rodger R. Krouse, both co-
founders and Managing Directors of Sun Capital Partners, Inc.,
Clarence E. Terry, a Managing Director of Sun Capital Partners,
Inc., and Lynn Skillen, a Vice President of Sun Capital Partners,
Inc.  The Company also announced that, after determining that its
listing on the NASDAQ SmallCap Market no longer met NASDAQ's
listing criteria, such listing was terminated after completing
trading on June 24, 2003.  The Company is in the process of
working with market makers to have its common stock quoted on the
Over-the-Counter Bulletin Board.

One Price Clothing Stores, Inc. -- whose May 3, 2003 balance sheet
shows a total shareholders' equity deficit of about $1.2 million
-- currently operates 568 stores in 30 states, the District of
Columbia, Puerto Rico and the U.S. Virgin Islands under the One
Price & More!, BestPrice! Fashions and BestPrice! Kids brands. For
more information about One Price, visit http://www.oneprice.com

Sun Capital Partners, Inc. is a leading private investment firm
focused on leveraged buyouts of market-leading companies that can
benefit from its in-house operating professionals and experience.
Sun Capital has invested in approximately 50 companies during the
past several years with combined sales in excess of $7 billion.
Sun Capital has more than $700 million under management and is
making new investments through Sun Capital Partners III, LP and
Sun Capital Partners III QP, LP, together, a $500 million fund
raised in January 2003.  Participating in Sun Capital's fund are
leading fund-of-funds investors, university endowments, pension
funds, financial institutions and high net worth individuals,
families and trusts.  For more information about Sun Capital,
visit http://www.SunCapPart.com


OWENS CORNING: Selling Hebron, Ohio Property for about $1 Mill.
---------------------------------------------------------------
J. Kate Stickles, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, informs the Court that Owens Corning owns real property
located at 341 O'Neill Drive in Hebron (Licking County) Ohio.
The Property is comprised of 7.38 acres of land and a facility at
which Owens Corning previously manufactured insulation for
appliances, refrigerators, ovens and similar appliances.  The
81,106-square feet facility was acquired by Owens Corning as part
of its purchase of Fibre-Lite Corporation in 1996.

The Debtors have ceased all activity at the Property and no
longer need it for their operations.  Accordingly, the Debtors
have decided to sell the Property and have entered into a
Purchase and Sale Agreement with Golden Property Management LLC.

The Settlement Agreement's principal terms are:

    1. The gross purchase price for the Property is $1,015,000.
       The Agreement requires a $25,000 security deposit, which is
       refundable if the contingencies are not satisfied or waived
       by Golden Property, or if Golden Property terminates the
       Agreement on or prior to the expiration of the
       Investigation Period.

    2. The Agreement provides for an "Investigation Period,"
       commencing with the execution of the Agreement and
       continuing for 60 days after the date the order approving
       the Agreement is final and no longer subject to timely
       appeal.  During the Investigation Period, Golden Property
       is entitled to investigate certain matters regarding the
       Property, including:

       a. the Property's zoning, any applicable use permits or any
          other governmental rules and regulations limiting the
          use of the Property;

       b. documents regarding, inter alia, environmental
          assessment data, real property leases, construction
          contracts, management contracts, reciprocal easement
          agreements, real property tax bills and soil and
          building reports and engineering data; and

       c. the Property's environmental condition.

    3. During the Investigation Period, Golden Property is
       entitled to review the Title Commitment to be obtained with
       respect to the Property and is required to either approve
       the Commitment or notify Owens Corning of any items which
       are reasonably objectionable.  In the event there are any
       objections, the Agreement contains provisions for their
       resolution.

    4. The Agreement requires Owens Corning to satisfy, except to
       the extent prohibited by the Court, any liens or
       encumbrances affecting the Property that are dischargeable
       after payment of a fixed or ascertainable sum of money that
       do not constitute "Title Objections" under the Agreement.
       In the event the Court does not authorize the payment at
       Closing of the liens or encumbrances, Owens Corning is
       obligated to use commercially reasonable best efforts to
       either deliver a release of the Property from the lien or
       encumbrance, or cause the company issuing the Title
       Commitment to insure over any lien or encumbrance.  The
       Agreement may be terminated by Owens Corning in the event
       the cost of removing liens or encumbrances with respect to
       the Property exceeds $100,000, so long as the termination
       occurs on or before July 17, 2003.

    5. The Agreement provides that it may be terminated by Golden
       Property at any time prior to the expiration of the
       Investigation Period, for any or no reason.  After any
       termination, Golden Property is entitled to a return of its
       security deposit.

    6. The Agreement contains representations by Owens Corning
       that the Property does not contain any hazardous or
       toxic materials in violation of applicable environmental
       laws or regulations.  The Agreement contains an
       environmental indemnity provision by which Owens Corning is
       obligated to indemnify and defend Golden Property with
       respect to the presence of hazardous substances on the
       Property, after Golden Property has paid for the first
       $30,000 of expenses relating to any substances.

    7. Golden Property Management has agreed to accept the
       Property in an "as is, where is" condition, although Owens
       Corning is required to remove all personal property at the
       Property and to make certain repairs to the Property.

    8. Closing under the Agreement will be no later than 30 days
       following completion of the Investigation Period, subject
       to a potential 30-day extension upon the posting by Golden
       Property of an additional $25,000 security deposit.

There are real property taxes with respect to the Property
totaling $16,900 in principal, plus potential interest, penalties
and other charges for which valid liens have been asserted
against the Property.  The Agreement requires the Debtor to pay,
inter alia, all these amounts, as well as any other delinquent
taxes affecting the Property, including penalties and interest.

An updated title report with respect to the Property references
mortgages held by the Director of Development of the State of
Ohio of $1,100,000 and the County Commissioners of Licking County
of $345,000.  The Debtors do not believe that either of these
mortgages secures existing debt.  In the event this is incorrect,
or there are other liens or encumbrances against the Property
that exceed $100,000, the Debtors will have the right to
terminate the Agreement.

Ms. Stickles relates that before Owens Corning entered into the
Agreement, it commissioned an appraisal of the Property, which
was obtained in January 2003.  After receipt of the appraisal,
Owens Corning, with the assistance of The Staubach Company, one
of the Debtors' Court-approved real estate brokers, marketed the
Property and received an initial offer from Golden Property for
$923,000, which was below the Property's appraised value.  After
negotiation, Golden Property increased its offer to $1,015,000,
which exceeds the appraised value of the Property.  Although the
Debtors have received several inquiries regarding the Property,
they have not received any other serious expression of interest
with respect to the Property.  The Debtors accordingly believe
that the proposed sales price of $1,015,000 is fair and
reasonable.

The Debtors believe that Golden Property Management is financially
capable of consummating the transaction.  The Agreement is the
result of arm's-length, good-faith negotiations between the
Debtors and Golden Property Management.

Ms. Stickles assures the Court that Golden Property is not an
"insider" of the Debtors within the meaning of Section 101(31) of
the Bankruptcy Code and is not controlled by, or acting on behalf
of, any insider of the Debtors.

The Debtors seek, pursuant to Sections 363(b) and 363(f) of the
Bankruptcy Code, the Court's authority to sell the Property free
and clear of all liens, claims, and encumbrances, with any liens,
claims, and encumbrances to attach to the proceeds of sale.  The
Debtors also seek, pursuant to Sections 105 and 363 of the
Bankruptcy Code, to pay the Property Taxes from the proceeds of
sale.  Pursuant to applicable Ohio law, a lien for unpaid real
estate taxes attaches on the assessment date of the year for
which the taxes are assessed.  Therefore, the Property Taxes are
appropriately payable from the sale proceeds.

In addition, the Debtors seek, pursuant to Section 1146(c) of the
Bankruptcy Code, exemption of the sale from stamp or similar
taxes.

The Debtors seek the Court's approval of the sale to facilitate
their business reorganization strategy, which includes the sale
of surplus facilities, and thereby further the formulation and
ultimate confirmation of a plan that will yield the highest
possible returns to their creditors.  Ms. Stickles explains that
the sale is a necessary step toward a reorganization plan. (Owens
Corning Bankruptcy News, Issue No. 54; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


PROCOM TECHNOLOGY: Fails to Meet Nasdaq Listing Requirement
-----------------------------------------------------------
Procom Technology, Inc. (Nasdaq: PRCM) has received a letter from
the Nasdaq Listing Qualifications Staff dated June 24, 2003
indicating that, as a result of the Company's failure to timely
file with the Securities and Exchange Commission its Quarterly
Report on Form 10-Q for the fiscal quarter ended April 30, 2003,
the Company fails to comply with Nasdaq Marketplace Rule
4310(C)(14) requiring the timely filing of periodic reports and
that, accordingly, the Company's securities will be delisted from
the Nasdaq Stock Market at the opening of business on July 3, 2003
unless the Company requests a hearing in accordance with
applicable Nasdaq Marketplace Rules.

The Company intends to request a hearing before the Nasdaq Listing
Qualifications Panel to appeal the Staff's determination. Pending
the appeal process, the Company's shares would continue to be
listed on The Nasdaq SmallCap Market.

The Company previously disclosed in its Annual Report on Form 10-K
for the fiscal year ended July 31, 2002 that it had been notified
by Nasdaq that the bid price of its common stock had closed below
$1.00 per share for 30 consecutive trading days, and accordingly,
that it did not comply with Marketplace Rule 4450(a)(5). In March
2003, the Company transferred to The Nasdaq SmallCap Market and
was afforded the remainder of a 180-day grace period for that
market, or until January 21, 2003, to regain such compliance. On
March 3, 2003, the Staff notified the Company that it had not
regained compliance with the minimum $1.00 closing bid price per
share requirement and granted the Company an additional 180-day
grace period, which commenced on January 21, 2003. The Company has
not regained compliance with the minimum bid price requirement.
The Staff's June 24 letter indicates that the Company would also
need to address compliance with this requirement at the hearing.

The Company cannot provide any assurance that it will be
successful in its efforts to maintain continued listing on The
Nasdaq SmallCap Market.

                         *     *     *

                Liquidity and Capital Resources

In its SEC Form 10-Q, the Company reported:

"For the six months ended January 31, 2003 and the fiscal year
ended July 31, 2002, the Company incurred net losses of $5.5
million and $24.4 million, respectively.  At January 31, 2003, the
Company had working capital of $10.8 million and cash and cash
equivalents of $10.0 million (including $0.5 million of restricted
cash). To reduce its cash used in operations, the Company put in
place various cost containment initiatives, both domestically and
internationally, during fiscal 2002 and 2003, including an
additional reduction in headcount of approximately 41 employees in
the first six months of fiscal 2003. The Company's plan to address
its liquidity issues is to generate cash flow from operations by
increasing sales and cutting costs. There can be no assurance that
the Company will be able to generate cash flows from operations,
increase its sales or further reduce costs sufficiently to provide
positive cash flows from operations. The Company is currently
seeking alternative financing including the leasing, selling or
refinancing of the Company's headquarters.  There can be no
assurance that the sale of the building will generate net proceeds
in excess of the carrying value of the Company's headquarters. Net
proceeds that are less than the carrying value of the Company's
headquarters would cause the Company to record a loss on the sale.
Under the terms of the Company's long-term debt, the lender may
immediately accelerate all amounts disbursed and terminate any
further obligation of the lender to disburse additional amounts
under the financing arrangement if there exists any event or
condition that the lender in good faith believes impairs (or is
substantially likely to impair) the Company's ability to repay the
obligations under the financing arrangement. There can be no
assurance that the lender will not accelerate the payment of all
amounts disbursed under the arrangement. Additionally, there can
be no assurance that the Company would be able to lease, sell or
refinance the headquarters building, if necessary, or otherwise
obtain any additional financing, on favorable or any terms."


RAVEN MOON ENTERTAINMENT: Initiates Capital Restructuring Plan
--------------------------------------------------------------
Raven Moon Entertainment, Inc. (OTC Bulletin Board: RMOO) will be
undertaking a capital restructuring to better position the company
for growth and expansion. For all shareholders of record as of
June 27, the Company will effect a 50 to 1 reverse stock split
with an effective date of July 7, 2003.

The Raven Moon Entertainment Board approved this capital
restructure to position the company to be more attractive for
possible acquisition candidates, to reduce the market volatility
that Raven Moon shares have experienced, and have profits
reflected with a higher earnings per share.

Raven Moon Entertainment will be conducting its annual
shareholders' meeting at the Sea World Renaissance Hotel at 3:00
pm on August 15, 2003. Shareholders will be voting on future
dividends and, voting for election of the board of directors, and
they will have the opportunity to preview the "Gina D's Cuddle Bug
Christmas Special".

Raven Moon Entertainment's new corporate Web site is ready with 10
"Gina D's Kids Club" products. Orders will be taken for the new
"Gina D's Kids Club" 3 Episode DVD and free "Cuddle Bug" plush
toy. Visit http://www.ravenmoon.net Most "Gina D's Kids Club"
products are now available on Amazon.com key word: "Gina D's Kids
Club"

Raven Moon Entertainment's March 31, 2003 balance sheet shows a
total shareholders' equity deficit of about $42.

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

"The Company is currently working to establish the following lines
of business:

                 Home Video and Television Productions
                 Internet Retail Sales
                 Music CDs
                 Plush Toys

"The [Company's] financial statements are prepared on a going
concern basis which assumes that the Company will be able to
realize assets and discharge liabilities in the normal course of
business. Accordingly, it does not give effect to adjustments, if
any, that would be necessary should the Company be unable to
continue as a going concern and therefore be required to realize
assets and liquidate its liabilities, contingent obligations and
commitments in other than the normal course of business and the
amounts which may be different from those shown in these financial
statements. The ability to continue as a going concern is
dependent on its ability to:

          Obtain additional debt and equity financing.
          Generate profitable operations in the future.

"The Company has initiated several actions to generate working
capital; and improve operating performances, including equity and
debt financing and cost reduction measures. There can be no
assurance that the company will be able to successfully implement
its plan, or if successfully implemented the Company will achieve
its goals. Furthermore, if the Company is unable to raise
additional funds it may be required to reduce its workforce,
reduce compensation levels, reduce dependency on outside
consultants, modify its growth and operating plans, and even be
forced to terminate operations completely."


RELIANT RESOURCES: Fitch Rates $1.1B Senior Secured Notes at B+
---------------------------------------------------------------
Reliant Resources, Inc.'s $550 million 9.25% senior secured notes
due 2010 and $550 million 9.50% senior secured notes due 2013 are
rated 'B+' by Fitch Ratings. The Rating Outlook is Stable.

Net proceeds from the new issuance will be utilized to repay a
portion of RRI's $3.8 billion senior secured term loan.
Importantly, the expected pay down of bank debt eliminates a $500
million May 2006 mandatory principal payment required under RRI's
credit facility. As a result, RRI will not have any significant
corporate level debt maturities until the final maturity of the
bank credit facility on March 15, 2007. In addition, the bank debt
pay down removes soft amortization targets in 2004 and 2005.

The notes will rank pari passu with RRI's $5.9 billion secured
credit facility and will be secured by all previously unencumbered
assets including a lien on approximately 9,200 megawatts of
electric generating capacity and the pledge of certain subsidiary
stock including RRI's Texas retail business, Orion Power Holdings,
and REMA. In Fitch's view, the secured creditors have reasonable
asset protection, but the margin of protection is slimmer than in
other comparable transactions due to the extremely high proportion
of secured debt relative to total corporate debt and obligations.

The rating recognizes the weak performance of RRI's wholesale
merchant power segment and the high debt leverage stemming from
the 2002 acquisition of Orion Power Holdings. Wholesale segment
performance is expected to remain depressed through 2003-2004 due
to weak supply/demand fundamentals and losses in 2003 associated
with the wind down of speculative trading activities. Because the
vast majority of RRI's generating portfolio is unhedged beyond
2004 a recovery in wholesale performance is dependent on a
recovery in spark spreads and/or RRI's ability to secure a higher
percentage of long-term power sales agreements at favorable
prices. Fitch notes that the potential exercise of the Texas Genco
purchase option in 2004, while providing a physical hedge for
RRI's retail business, would further expose RRI to cyclical
wholesale power markets particularly in the over-supplied ERCOT
region.

A positive consideration is the ongoing profitability and strong
cash flow contributed by RRI's Texas based retail electric
operations. Since the implementation of Texas electric
deregulation in January 2002, retail operations have performed as
designed, providing a partial hedge against wholesale earnings
volatility. In particular, retail margins have benefited from
RRI's ability to lock in favorable natural gas and capacity
prices. In addition, customer loss has been lower than originally
anticipated. Although retail should be a significant source of
free cash flow for RRI in the near-term, the earnings
sustainability of this business could be impaired over time by
increased competition and less favorable wholesale power pricing
dynamics.

RRI's current financial profile is overly leveraged, especially
given cyclical commodity market conditions which have
significantly reduced realized returns on the company's generating
portfolio. Consolidated gross debt to EBITDA, adjusted to include
off-balance sheet debt and certain non-recourse project
financings, currently approximates 6.0 times. In addition, RRI's
consolidated capital structure includes more than $2 billion of
secured subsidiary debt and lease obligations with terms that
could limit RRI's ability to upstream cash dividends for debt
service at the corporate level.

The March 2003 show cause order issued by the Federal Energy
Regulatory Commission related to RRI's energy trading activities
in the West currently remains unresolved. Under the order, RRI has
to effectively 'show cause' why FERC should not revoke their
market-based rate authority due to RRI's alleged participation in
energy price manipulation at the Palo Verde power trading hub.
Although the mechanics of revocation of market-based rate
authority are unclear, it would not necessarily preclude RRI from
participating in the wholesale power markets nor from entering
into bilateral power contracts. However, the company's returns
could ultimately be capped at cost-of-service tariffs. The current
stable outlook reflects Fitch's expectation that this and other
regulatory investigations will ultimately be settled in a manner
which will not have a substantially adverse near-term impact on
RRI's liquidity position. Any unexpected severe penalties would be
a negative credit event and would likely result in a change in
RRI's rating and/or Outlook.


RESIDENTIAL ACCREDIT: Fitch Rates Class B-1 & B-2 Notes at BB/B
---------------------------------------------------------------
Fitch rates Residential Accredit Loans, Inc.'s $251.7 million
mortgage pass-through certificates, series 2003-QS12 classes A-1
through A-5, A-P, A-V, R-I and R-II certificates (senior
certificates) 'AAA'. In addition, Fitch rates class M-1 ($4.3
million) 'AA', class M-2 ($500,000) 'A', class M-3 ($800,000)
'BBB', privately offered class B-1 ($400,000) 'BB' and privately
offered class B-2 ($300,000) 'B'.

The 'AAA' ratings on senior certificates reflect the 2.55%
subordination provided by the 1.65% class M-1, 0.20% class M-2,
0.30% class M-3, 0.15% privately offered class B-1, 0.10%
privately offered class B-2 and 0.15% privately offered class B-3
(not rated by Fitch). 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
Residential Funding Corp.'s servicing capabilities (rated 'RMS1'
by Fitch) as master servicer.

As of the cut-off date, June 1, 2003 the mortgage pool consists of
1,555 conventional, fully amortizing, 15-year fixed-rate, mortgage
loans secured by first liens on one- to four-family residential
properties with an aggregate principal balance of $258,252,490.
The mortgage pool has a weighted average original loan-to-value
ratio of 64.76%. Approximately 56.31% and 1.93% of the mortgage
loans possess FICO scores greater than or equal to 720 and less
than 660, respectively. Loans originated under a reduced loan
documentation program account for approximately 68.25% of the
pool, equity refinance loans account for 47.65%, and second homes
account for 1.83%. The average loan balance of the loans in the
pool is $166,079. The three states that represent the largest
portion of the loans in the pool are California (29.99%), Texas
(11.07%) and Florida (4.78%).

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'.

All of the mortgage loans were purchased by the depositor through
its affiliate, Residential Funding, from unaffiliated sellers
except in the case of 30.5% of the mortgage loans, which were
purchased by the depositor through its affiliate, Residential
Funding, from HomeComings Financial Network, Inc., a wholly-owned
subsidiary of the master servicer. No other unaffiliated seller
sold more than approximately 20.7% of the mortgage loans to
Residential Funding. Approximately 77.9% of the mortgage loans are
being subserviced by HomeComings Financial Network, Inc. (rated
'RPS1' by Fitch).

The mortgage loans were originated under GMAC-RFC's Expanded
Criteria Mortgage Program (Alt-A program). Alt-A program loans are
often marked by one or more of the following attributes: a non-
owner-occupied property; the absence of income verification; or a
loan-to-value ratio or debt service/income ratio that is higher
than other guidelines permit. In analyzing the collateral pool,
Fitch adjusted its frequency of foreclosure and loss assumptions
to account for the presence of these attributes.

Deutsche Bank Trust Company Americas will serve as trustee. RALI,
a special purpose corporation, deposited the loans in the trust,
which issued the certificates. For federal income tax purposes, an
election will be made to treat the trust fund as two real estate
mortgage investment conduits.


SECURITY ASSET: Liquidity Issues Raise Going Concern Uncertainty
----------------------------------------------------------------
Hurley & Company has resigned as auditors for Security Asset
Capital Corporation because the Company's form 10-KSB for the year
ending December 31, 2002 was filed before the audit was completed.
The Company's management is continuing to have discussions with
Hurley & Company and is working to complete the audit and reissue
the 10-KSB.

As a result of its auditor's resignation, Security Asset Capital
is withdrawing its Annual Report, form 10-KSB. The Company will
amend certain disclosures regarding litigation and the SEC
investigation.

The Company's auditor, Hurley & Company, has stated that certain
disclosures regarding the noteholders' and other creditors'
litigation and the SEC investigation need to be amended in the
Company's form 10-KSB for the year ended December 31, 2003.
Management has discussed these matters with Hurley & Company and
agree with the accountant's  recommendations and will accordingly
make such amendments.

The Company has only a limited operating history and revenues
and has had net losses from operations. The Company's continued
existence is dependent upon its ability to resolve its liquidity
problems, principally by the continued sale of its Loan
Portfolio Assets and by obtaining additional debt financing and
equity capital until such time as the Company becomes
profitable. The lack of financial resources and liquidity raises
substantial doubt about its ability to continue as a going
concern. The Company plans to continue funding its operations
from the further sale of its debt receivables portfolio and
additional debt and equity capital offerings. There is no
assurance that management will be successful in these endeavors.


SHAW COMMS: Net Loss Narrows to $13 Million in Third Quarter
------------------------------------------------------------
Shaw Communications Inc. announced that, on a consolidated basis,
the Company achieved net positive free cash flow of approximately
$44.1 million in the third quarter, bringing the year to date
amount to $40.3 million. The Cable business unit generated $60.2
million of free cash flow for the quarter compared to a negative
amount of $13.1 million last year.

Jim Shaw, chief executive officer of Shaw Communications Inc.
said: "Last year we set a tough target for everyone at Shaw
Communications Inc. cable division to achieve $105 million of free
cash flow. With the focus, dedication and commitment of everyone
on the Shaw team, we have already achieved year to date FCF of
$132.2 million for cable, significantly exceeding our target".

Basic cable subscription increased by 7,009 customers over Q2;
internet customers grew by 25,925 over Q2; and the digital
customer base increased by 6,705 over Q2.

"This third quarter customer subscription growth is significant
because, historically, seasonal disconnections result in a drop in
subscribers. In addition to building our customer base, we are
noticing reduced churn as a result of the use of targeted sales,
bundling strategies and improved customer offerings including the
sale of cable modems and digital boxes." noted Mr. Shaw. "This is
the direct result of a commitment to customer service by all the
Shaw Communications staff".

One of the bright lights of the quarter was continued customer
growth at the company's Star Choice division where the addition of
8,259 subscribers pushed Star Choice past the 800,000 customer
level.

Total revenue increased on a quarterly and year to date basis by
5.9% and 9.9% respectively, while operating income before
amortization improved by 20.2% and 33.1%.

"We have increased revenue by adding new customers, increasing
rates, introducing new services such as HDTV and VOD to various
markets, and expanding our bundling options for customers.
Operating income has improved not only from revenue growth but
also benefited from the positive impact of cost reductions and
rationalization of operations undertaken in the past twelve
months. Shaw continues to be one of North America's most
successful cable operators, our senior management team is focused
on delivering shareholder value, and we are committed to
continuing to strive to further improve our results and strengthen
our financial position as we have in this quarter", said Mr. Shaw.

Cash flow from operations in the third quarter ended May 31, 2003
was $138.3 million compared to $98.6 million in the same period
last year, representing an increase of 40.4%. For the nine months
ended May 31, 2003, cash flow from operations was $378.6 million,
a 68.4% improvement over the same period last year ($224.9
million).

Net loss for the third quarter ended May 31, 2003 was $13.2
million compared to a loss of $79.3 million for the same period
last year.

"We are extremely pleased with our results in the third quarter,
particularly the strengthening in cable television," added Mr.
Shaw. "In addition, our achievement of net free cash flow for the
second consecutive quarter underlines our resolve to strengthen
the Company's operations through offering our customers an
attractive array of services while at the same time managing our
financial resources in a prudent fashion."

Shaw Communications Inc. (S&P/BB+ Corporate Credit Rating/Stable}
is a diversified Canadian communications company whose core
business is providing broadband cable television, Internet and
satellite direct-to-home services to approximately 2.9 million
customers. Shaw is traded on the Toronto and New York stock
exchanges and is included in the S&P/TSX 60 index. (Symbol: TSX -
SJR.B, NYSE - SJR).


SHAW COMMS: Provides Guidance for Fiscal 2003 and Fiscal 2004
-------------------------------------------------------------
Shaw Communications announced its guidance for fiscal 2003 and
fiscal 2004.

The guidance for fiscal 2003 is as follows:

                                      In $Millions
                                     August 31, 2003
                 -------------------------------------------------
                   Three months ended             Year ended
                   ------------------             ----------
                 Cable(1) Satel-  Consol- Cable(1) Satel-  Consol-
                       lite       idated            lite idated(2)
                 -------------------------------------------------
Operating income   182      28      210     723      92     815
Capital
expenditures       75      23       98     285     124     409
Free cash flow
(deficit)          44     (10)      34     177    (102)     75

The guidance for fiscal 2004 is as follows:

                                   Ranges stated in $Millions
                                   Year ended August 31, 2004
                            -------------------------------------
                              Cable(1)   Satellite   Consolidated
                            -------------------------------------
Operating income            775 - 800    120 - 130      895 - 930
Capital expenditures        290 - 300    100 - 110      390 - 410
Free cash flow (deficit)    235 - 270   (20) - (40)     195 - 250

The outlook for 2004 anticipates free cash flow will more than
double over 2003. The increase reflects increased operating income
of $80 - 115 million and anticipated interest savings of
approximately $40 million due to continued repayment of debt. The
increase in operating income adjusting for the exclusion of the US
cable systems for all of 2003 amounts to a 10% - 13% increase for
the cable division and a 38% - 44% increase for the satellite
division. The growth in operating income is due to actual and
planned rate increases in 2003 and 2004, growth in customer base,
anticipated savings from the restructuring of operations announced
in Shaw's third quarter earnings release and ongoing cost
reduction programs. Capital expenditures, including equipment
subsidies should remain consistent with 2003 levels of
approximately $410 million.

"The results achieved in 2003 and the outlook for 2004 demonstrate
management's ability to achieve the Company's objective of
obtaining free cashflow and growing it in a significant manner,"
said Jim Shaw, C.E.O. of Shaw Communications.

Shaw Communications Inc. (S&P/BB+ Corporate Credit Rating/Stable}
is a diversified Canadian communications company whose core
business is providing broadband cable television, Internet and
satellite direct-to-home services to approximately 2.9 million
customers. Shaw is traded on the Toronto and New York stock
exchanges and is included in the S&P/TSX 60 index. (Symbol: TSX -
SJR.B, NYSE - SJR).


SLMSOFT INC: Canadian Court Extends CCAA Protection Until Aug. 8
----------------------------------------------------------------
SLMsoft Inc. (TSX: ESP.a, ESP.b), a leading global provider of e-
financial solutions, announced that the Court has granted an
extension of the stay of proceedings contained in the Initial
Order of May 27, 2003 under the Companies' Creditors Arrangement
Act (CCAA), to facilitate its corporate restructuring. The stay
protection is extended until August 8, 2003.


SPARTAN STORES: Sells 17 Food Town Stores for $30 Million Cash
--------------------------------------------------------------
Spartan Stores, Inc. (NASDAQ:SPTN) has completed the sale of 17
Food Town retail grocery stores in the Toledo, Ohio and Southeast
Michigan market area. The Kroger Co. represents the largest
purchase transaction, buying 13 of the total stores.

Under terms of the agreements, net proceeds from the sales will
approximate $30 million in cash. The Company intends to use the
net proceeds from the transactions to reduce outstanding bank
borrowings.

"We are very pleased to have completed the transactions with these
buyers," stated Spartan Stores' President and Chief Executive
Officer, Craig C. Sturken. "The sales are an outcome of our
strategic evaluation process announced in February and will help
our efforts to restore retail profitability. We are continuing to
evaluate the future of the remaining Food Town stores and expect
to announce those plans shortly. These transactions will
immediately help improve our operating cash flow and allow us to
concentrate resources on our best performing grocery stores in
geographic areas where we have the strongest growth potential,"
said Mr. Sturken.

The stores are located at the Toledo Southland shopping center,
5201 Suder Avenue, Toledo, Ohio, 1316 Oak Harbor Road, Fremont,
Ohio, 101 6th Street, Findlay, Ohio, 1800 N. Blanchard, Findlay,
Ohio, 850 S. McCord Road, Holland, Ohio, 210 East Mary Street,
Bucyrus, Ohio, 1300 Michigan Avenue, Waterville, Ohio, 113 East
Airport Highway, Swanton, Ohio, 531 West Main Street, Milan,
Michigan, 850 South Monroe, Monroe, Michigan, and 3833 North
Dixie, Monroe, Michigan, 571 East Monroe Street, Dundee, Michigan,
211 North Telegraph Road, Monroe, Michigan, 32825 Fort Street,
Rockwood, Michigan, 121 Blossom Center, Willard, Ohio, 1703
Airport Highway, Toledo, Ohio.

Spartan Stores, Inc., (Nasdaq:SPTN) (S&P/BB-/Negative) Grand
Rapids, Michigan, owns and operates 63 supermarkets and 21 deep-
discount drug stores in Michigan and Ohio, including Ashcraft's
Markets, Family Fare Supermarkets, Food Town, Glen's Markets,
Great Day Food Centers, Prevo's Family Markets and The Pharm. The
Company also distributes more than 40,000 private-label and
national brand products to more than 330 independent grocery
stores.


SPECIAL METALS: Reaches Tentative Labor Agreements with USWA
------------------------------------------------------------
Special Metals Corporation (SMCXQ.PK) and the United Steelworkers
of America have reached a tentative agreement on the terms of
three new collective bargaining agreements covering Special
Metals' manufacturing facilities in Huntington, West Virginia,
Burnaugh, Kentucky and Dunkirk, New York. The tentative agreements
are subject to ratification by the Union membership at each of
these facilities.

The parties believe the new agreements meet the financial
restructuring needs of the business and are a positive step
towards the Company's emergence from Chapter 11 bankruptcy
proceedings.

Special Metals is the world's largest and most-diversified
producer of high-performance nickel-based alloys. Its specialty
metals are used in some of the world's most technically demanding
industries and applications, including: aerospace, power
generation, chemical processing, and oil exploration. Through its
10 U.S. and European production facilities and a global
distribution network, Special Metals supplies over 5,000 customers
and every major world market for high-performance nickel-based
alloys.


SPIEGEL GROUP: Committee Turns to FTI for Financial Advice
----------------------------------------------------------
The Official Committee of Unsecured Creditors of The Spiegel
Debtors sought and obtained the Court's authority to retain FTI
Consulting, Inc. as its financial advisor effective as of March
24, 2003.

FTI will provide the Committee with financial advisory services
important in the evaluation of the Debtors' businesses during
their Chapter 11 cases.  Specifically, FTI will:

    (a) advise and assist the Committee in its analysis and
        monitoring of the Debtors' historical, current and
        projected financial affairs, including without limitation,
        its business plan, schedules of assets and liabilities,
        statement of financial affairs, periodic operating
        reports, analyses of cash receipts and disbursements,
        analyses of cash flow forecasts, analyses of trust
        accounting, analyses of various asset and liability
        accounts, analyses of cost-reduction programs, analyses of
        any unusual or significant transactions between the
        Debtors and any other entities, and analyses of proposed
        restructuring transactions;

    (b) review the Debtors' expense structure and identify
        opportunities for further reductions, including store
        closings and arrangements for liquidation sales;

    (c) develop a monitoring report to enable the Committee to
        effectively evaluate the Debtors' performance on an
        ongoing basis;

    (d) analyze and critique actual and proposed debtor-in-
        possession financing arrangements;

    (e) analyze arrangements with trade creditors regarding
        postpetition credit extension, including inventory return
        programs and other related issues;

    (f) advise and assist the Committee in:

        -- reviewing executory contracts, including leasing
           arrangements and provide recommendations to assume or
           reject;

        -- identifying or reviewing preference payments,
           fraudulent conveyances and other causes of action; and

        -- review of the books and records of Debtors for related
           party or potential avoidance actions;

    (g) perform liquidation analyses of the Debtors and
        accordingly advise the Committee and its bankruptcy
        counsel;

    (h) assist and advise the Committee in evaluating and
        analyzing restructuring plans proposed by the Debtors,
        review and provide analysis of any plan of reorganization
        and disclosure statement relating to the Debtors, assist
        and advise the Committee in implementing a reorganization
        plan for the Debtors and ascertain the reasonableness of
        Debtors' long-term viability and reorganization plan;

    (i) analyze alternative reorganization scenarios in an effort
        to maximize the recovery to the Committee and develop
        negotiation strategies to support the Committee's
        position, assist the Committee and its counsel in the
        negotiation of any and all aspects of a restructuring and
        advise and assist the Committee in reviewing any proposed
        sales or acquisitions of strategic or non-strategic assets
        or business units;

    (j) advise and assist the Committee in its:

        -- assessments of the Debtors' management team, including
           a review of any existing or proposed bonus, incentive
           and retention plans, including key employee retention
           plans; and

        -- review of the Debtors' existing management processes,
           including but not limited to organizational structure,
           cash management and management information and
           reporting systems;

    (k) render expert testimony and litigation support services,
        as requested from time to time by the Committee and
        counsel, regarding the feasibility of a reorganization
        plan and other matters;

    (l) attend Committee meetings and court hearings as may be
        required in the role as financial advisor to the
        Committee;

    (m) assist and advise the Committee and counsel in reviewing
        and evaluating court motions filed or to be filed by the
        Debtors or any other parties-in-interest; and

    (n) participate in meetings and discussions with the
        Committee, the Debtors, the other parties-in-interest and
        their professionals, provide other bankruptcy and related
        financial advisory services as are consistent with the
        Committee's role and duties.

The Committee selected FTI because of the firm's restructuring
professionals who have extensive expertise in restructuring
consulting.  FTI professionals have participated in more than 500
cases, including some of the largest bankruptcy proceedings and
out-of-court restructurings in the country, as well as numerous
middle-market cases.

FTI will be compensated on an hourly basis, plus reimbursement of
its actual, necessary expenses.  FTI professionals' customary
hourly rates are:

          Position Title                        Rate
          --------------                        ----
          Senior Managing Director          $550 - 625
          Managing Director                  425 - 525
          Director                           350 - 405
          Consultant                         165 - 325

Jay Borow, FTI's Senior Managing Director, attests that the firm
does not have or represent any interest materially adverse to the
Debtors' interests, or those of their estates, and is a
"disinterested person" as defined by Section 101(14) of the
Bankruptcy Code. (Spiegel Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


STILLWATER MINING: Robert M. Taylor Resigns as VP Operations
------------------------------------------------------------
Stillwater Mining Company (NYSE: SWC) announced that Robert M.
Taylor has resigned from his position as Vice President of
Operations effective immediately.

Commenting on the resignation, Stillwater Chairman and Chief
Executive Officer, Francis R. McAllister said, "I want to
acknowledge Bob's contributions during his tenure with the Company
which included the completion of development at the East Boulder
mine and transition of operations following suspension in the
Company's expansion plans."

Further, McAllister said, "The Company is in the process of
identifying a Chief Operating Officer and hopes to make an
announcement shortly."

Stillwater Mining Company (S&P/BB+ Corporate Credit/Developing) is
the only U.S. producer of palladium and platinum and is the
largest primary producer of platinum group metals outside of South
Africa.  The Company's shares are traded on the New York Stock
Exchange under the symbol SWC.  Information on Stillwater Mining
can be found at its Web site: http://www.stillwatermining.com


SURGICARE INC: Forbearance Agreement Extended for 60 Days
---------------------------------------------------------
SurgiCare Inc. (AMEX:SRG), a Houston-based Ambulatory Surgery
Center provider, has signed a letter of intent to open an MRI
center in Dover, Ohio.

Upon completion, the MRI center will be the first open MRI
operating in Tuscarawas County. This letter of intent sets the
structure of the deal as a joint venture between the Company and
local physician partners. Equipment has been ordered for an
anticipated start-up in fall 2003.

SurgiCare already operates the Tuscarawas Surgery Center. "This
new facility provides an answer to the medical needs of the
community," said Keith LeBlanc, SurgiCare's Chief Executive
Officer. "This begins our strategic plan to enter the imaging
business, collaborating with physician partners to create
outpatient medical malls. We plan to replicate the MRI facility in
other communities in which we operate surgery centers."

The company has sold its 10% equity interest in Physicians
Endoscopy Center, a single-specialty facility in Houston, Texas.
SurgiCare had made an offer to buy up to 35% in that facility, but
the physician partners denied the request. "The company's primary
focus is on multi-specialty outpatient surgery centers with
SurgiCare owning a 35% interest and the physician partners owning
the remaining 65%," LeBlanc said, "This center did not meet the
long-term strategic vision of the company and was thus sold."

SurgiCare states that it is continuing the restructuring of the
company. DVI has given SurgiCare a 60-day extension on its
Forbearance Agreement. All transactions for complete restructuring
are anticipated to be completed within the forbearance period.

SurgiCare has established a second Web site at www.srgdoc.com to
provide collaborative business partners with updates on company
restructuring and expansion opportunities.

SurgiCare Inc. operates freestanding, technologically-advanced
ambulatory surgery centers which are staffed by board certified
surgeons. They are licensed, certified and Medicare-approved
outpatient facilities. The company plans to add additional centers
as joint ventures with other healthcare partners. A publicly-
traded company, SurgiCare plans to also soon add imaging and other
operating units.

To find out more about SurgiCare Inc. (AMEX:SRG), visit its Web
site at http://www.surgicare.com


TELESYSTEM INT'L: Unit Closes $225 Million Senior Debt Offering
---------------------------------------------------------------
Telesystem International Wireless Inc. announces that its indirect
subsidiary, MobiFon Holdings B.V., has closed its US$ 225,000,000
issue of 12.5% Senior Notes due 2010. The Notes were sold at
97.686% of par for a yield to maturity of 13%.

Net proceeds from the offering were US$ 211.6 million of which US$
28.1 million were used to establish a debt service reserve
account. Substantially all of the remaining net proceeds 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 use the funds it receives from ClearWave and its
available cash resources to redeem in full its outstanding 14%
Senior Guaranteed Notes due December 2003. TIW expects to complete
the redemption of its 14% Senior Guaranteed Notes by the end of
July 2003.

"The closing of this offering completes TIW's recapitalization
begun in 2001 and removes the going concern uncertainty related to
the company," said Andre Gauthier, Vice-President and Chief
Financial Officer of TIW. "TIW is now fully funded with two strong
performing operations and will be essentially debt free at the
corporate level," added Andre Gauthier.

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.

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.

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").


TERADYNE INC: Will Publish Second Quarter Results on July 15
------------------------------------------------------------
Teradyne, Inc. (NYSE:TER) will release results for the Second
Quarter of 2003 on Tuesday, July 15, 2003, following the close of
markets, at 6:30 p.m. Eastern Daylight Time or later.

A conference call to discuss Second Quarter 2003 results and
management's outlook will follow at 10:00 a.m. Eastern Daylight
Time, Wednesday, July 16, 2003. The call will be broadcast
simultaneously over the Internet. Interested investors should
access the webcast at http://www.teradyne.comand click on
"Investors" at least five minutes before the call begins.

A replay will be available two hours after the completion of the
call. The replay number in the U.S. & Canada is 1-800-642-1687.
The pass code is 1543350. A replay will also be available on the
Teradyne Web site http://www.teradyne.com Click on "Investors"
for a link to the replay. The replay will be available via phone
and web site through July 30, 2003.

Teradyne (S&P/B+ Corporate Credit/Stable) is the world's largest
supplier of Automatic Test Equipment, and a leading supplier of
interconnection systems. The company's products deliver
competitive advantage to the world's leading semiconductor,
electronics, automotive, telecommunications, and network systems
companies. Teradyne had sales of $1.22 billion in 2002, and
currently employs about 6,800 people worldwide.


TOP-FLITE GOLF: Files for Chapter 11 Protection in Delaware
-----------------------------------------------------------
The Top-Flite Golf Company and affiliated companies (SHC, Inc.,
Top-Flite, Inc. and Lisco Sports, Inc.) have reached an agreement
for the sale of substantially all the company's golf-related
assets to Callaway Golf Company (NYSE: ELY). The proposed sale is
pursuant to section 363 of Chapter 11 of the U.S. Bankruptcy Code.
The total price to be paid by Callaway Golf for the acquired
assets will be approximately $125 million, subject to certain
adjustments.

To facilitate the sale, Top-Flite Golf filed yesterday a voluntary
petition for relief under Chapter 11 with the U.S. Bankruptcy
Court for the District of Delaware. Top-Flite Golf's international
operations are part of the sale, but are not part of the
bankruptcy filing.

Under a section 363 asset sale, all of the assets of a company are
sold to a purchaser free and clear of virtually all liens, claims
and interests. The sale of Top-Flite Golf's assets to Callaway
Golf is subject to Bankruptcy Court approval. Top-Flite Golf
expects to complete the sale to Callaway Golf within 70 to 90
days. Completion of the transaction also is contingent upon
government review under the Hart-Scott-Rodino Pre-Merger
Notification Act.

Top-Flite Golf said that it has adequate cash balances to fully
fund operations during the reorganization process and will file
various motions to enable it to meet obligations related to
certain customer practices and programs, import obligations and
other similar charges. As in all Chapter 11 cases, subject to
court approval post-petition obligations to vendors, employees and
others will be satisfied in the normal course of business without
the need to obtain further court approval.

Jim Craigie, president and chief executive officer of Top-Flite
Golf, said, "The proposed sale of our assets to Callaway Golf will
allow Top-Flite Golf to remain a strong competitor and maximize
our value for customers, employees and other stakeholders.
Callaway has expressed interest in keeping and investing in our
brands, continuing an association with Greater Springfield and
offering employment to a substantial portion of our employee
base."

Craigie continued, "In the meantime, Top-Flite Golf will maintain
business as usual during the reorganization process. We do not
expect any interruption in our supply chain, production or
distribution, and all vendors will be paid in the normal course of
business for post-petition obligations. All of our products will
continue to be available, we will continue to honor all
warranties, and we will move forward with the launch of our new
Top-Flite Infinity line with substantial marketing support."

In making its filing to the Bankruptcy Court, Top-Flite Golf noted
that the large debt load inherited from its 1996 leveraged buyout,
as well as worldwide overcapacity in the golf ball market, have
resulted in deteriorating sales, margins and market share.
Management has concluded that in order to maximize the value to
all stakeholders, that Chapter 11 protection is necessary to
stabilize Top-Flite's business and preserve its value during the
process of selling its assets to Callaway Golf.

"In the consolidating golf industry, even if Top-Flite Golf were
to eliminate our debt load from the 1996 leveraged buyout through
Chapter 11, we could not survive in the current marketplace
against existing strong competitors. We have carefully considered
all possible alternatives, and the combination of a bankruptcy
filing and an immediate Section 363 sale is the only viable course
of action for the Company's future," Mr. Craigie said.

Ron Drapeau, Chairman, President and CEO of Callaway Golf, said,
"Our acquisition of the Top-Flite assets free from the significant
debt load that burdened the company should permit us to reverse
the recent decline of the Top-Flite brand in the golf ball
marketplace. We also believe that our consolidated golf ball
operations will provide Callaway Golf and its shareholders with
the solution to the profitability drain that has dogged our golf
ball business since start-up. Moreover, the acquisition of the
Top-Flite and Ben Hogan brands in golf clubs permits us to
participate in categories and channels where the Callaway Golf
brand has been absent or had little presence. Overall, we see this
as an opportunity to compete effectively in a broad range of golf
equipment business segments. We have every reason to believe that
we will receive all needed approvals to complete the transfer of
these Top-Flite assets to Callaway Golf later this year."

Top-Flite Golf also has retained Kroll Zolfo Cooper LLC, the
financial consulting firm specializing in corporate restructuring,
to work with senior management and assist the company through the
bankruptcy and asset sale process. Kroll Zolfo Cooper executives
have been appointed to the following positions: Kevin Golmont will
serve as Chief Restructuring Officer, and Andrew Howley will serve
as Interim Chief Financial Officer.

The Top-Flite Golf Company, formerly part of Spalding Sports
Worldwide, is the world's largest golf ball manufacturer. It is
the first U.S. manufacturer of golf balls, dimpled golf balls,
two-piece golf balls, multi-layer golf balls, and American-made
golf clubs. Under The Top-Flite Golf Company umbrella are the TOP-
FLITE, STRATA and BEN HOGAN brands. To find more information on
The Top-Flite Golf Company, visit its Web site at
http://www.topflite.com


TOP-FLITE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Lead Debtor: SHC, Inc.
             425 Meadow Street
             Chicopee, Massachusetts 01013
             aka Spalding Holdings Corporation

Bankruptcy Case No.: 03-12002

Debtor affiliates filing separate chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Top-Flite, Inc.                            03-12003
        The Top-Flite Golf Company                 03-12004
        Lisco Sports, Inc.                         03-12005

Type of Business: Manufacturer of golf balls and clubs and other
                  sporting goods

Chapter 11 Petition Date: June 30, 2003

Court: District of Delaware

Judge: Mary F. Walrath

Debtors' Counsel: Pauline K. Morgan, Esq.
                  Young, Conaway, Stargatt & Taylor
                  The Brandywine Bldg.
                  1000 West Street, 17th Floor
                  PO Box 391
                  Wilmington, DE 19899-0391
                  Tel: 302 571-6600
                  Fax : 302-571-1253

Estimated Assets: $0 to $50,000

Estimated Debts: More than $100 Million

Debtors' 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Bank of America             Bank Loan             $430,000,000
c/o Agency Management                             (principal &
Bank of America                                   interest only,
1455 Market Street                                excludes fees &
San Francisc, CA 94103                            expenses)
Attn: Kathy Carry                                 Estimated value
Fax: 415-503-5001                                 of security is
                                                  $130,000,000
                                                  based on the
                                                  total cash
                                                  consideration
                                                  under that
                                                  certain Asset
                                                  Purchase Pact
                                                  among The Top-
                                                  Flite Golf
                                                  Company and
                                                  Callaway Golf
                                                  Company

Oaktree Capital Management   Bonds                $72,241,598
c/o US Bank Corporate Trust
Services
US Bank Trust Center
180 East Fifth Street
2nd Floor
St. Paul, MN 55101
Attn: Rich Prokosh
Fax: 651-244-0711

KKR                         Debt                   $37,147,698
c/o Agency Management
Bank of America
1455 Market Street
San Francisc, CA 94103
Attn: Kathy Carry
Fax: 415-503-5001

Franklin Advisors, Inc.     Bonds                  $20,778,012
c/o US Bank Corporate Trust
Services
US Bank Trust Center
180 East Fifth Street
2nd Floor
St. Paul, MN 55101
Attn: Rich Prokosh
Fax: 651-244-0711

Teachers Insurance &        Bonds                  $10,600,165
Annuity Assoc. of America
c/o US Bank Corporate Trust
Services
US Bank Trust Center
180 East Fifth Street
2nd Floor
St. Paul, MN 55101
Attn: Rich Prokosh
Fax: 651-244-0711

IRS                         Trade                   $4,175,000
The Insolvency Section
31 Hokins Plaza
Room 1150
Baltimore, MD 06383
Fax: 410-962-9955

Caraustar Custom            Trade                   $3,188,162
Packaging
126 Inland Road
PO Box 258
Versailles, CT 06383
Fax: 860-822-9704

KSL Media, Inc.             Trade                   $2,480,854
149 Fifth Avenue
15th Floor
New York, NY 10010
Attn: Hannibal Travit
Fax: 212-614-2328

Plaza Pacific, Ltd.         Trade                   $1,988,863
No. 11, Lane 11
Sec 3 nansan Road
Luchu Hsiang
Taoyuan Hsein, Taiwan
Tel: 66-2-3240350

Gold Chuck Industrial        Trade                  $1,850,600
Ltd.
Beverly Commercial
Centre Rm. 901
87-105 Chantham Road
Tsim Sha Tsui
Kowloon, Hong Kong

Orga Industrial             Trade                   $1,842,363
11 F-3, No. 91
Ta-Shun 1st Road
Tso-Ying District
Kaoshiung, Taiwan

Jeffrey Benjamin            Bonds                   $1,310,238
c/o US Bank Corporate Trust
Services
US Bank Trust Center
180 East Fifth Street
2nd Floor
St. Paul, MN 55101
Attn: Rich Prokosh
Fax: 651-244-0711

Endo Manufacturing          Trade                   $1,152,635
5-3 Chuo-Dori
Tsubame City
Nigala 959 1244, Japan

Vega, Balls Mfg.            Trade                   $1,064,240
653 SOI E6 Patana 1 Road
Bangpoo Industrial Estate
Samutprakarn, Thailand

Sartomer Company            Trade                   $1,001,947
Oaklands Corp. Center
502 Thomas Jones Way
Exton, PA 19341
Attn: Anne McClung
Fax: 610-363-4140

Wistanley Association       Trade                     $814,473
114 Main Street
Lenox, MA 01240
Attn: Pat Consolatti
Fax: 413-637-2045

Allen & Geritsen            Trade                     $739,164
85 School Street
Watertown, MA 02472
Attn: Kim Christie
Tel: 617-926-4005

Cary N. May                 Bonds                     $652,132
c/o Bond Administration
HSBC Bank USA
10 East 40th Street
14th Fllor
New York, NY 10016
Attn: Russ Palladino
Fax: 212-525-1366

Inland Paperboard           Trade                     $579,742
and Packaging
17507 S. Dupont Highway
Harrington, DE 19952
Fax: 302-398-1460

Max Power Co.               Trade                     $571,220
9th Floor
No. 838 Ching-Kuo Road
Taoyuan City, Taiwan


TOUCH AMERICA: WLR Recovery Extends $5 Million of DIP Financing
---------------------------------------------------------------
Touch America Holdings, Inc., and its debtor-affiliates ask for
authority from the U.S. Bankruptcy Court for the District of
Delaware to obtain postpetition financing from WLR Recovery Fund
II, LP as agent.  The Debtors tell the Court that they need up to
$1.5 million pending final hearing and up to $5 million as final
authority, in order to finance the Debtors' operations and
preserve the value of the Debtors' estates pending sale of
substantially all of their assets.

The Debtors relate that their business has been strongly affected
by the prolonged United States economic downturn.  The demand for
fiber optic network capacity has been lower than expected which
calls for intense price competition, in turn, reduced revenue and
profits.

The Debtors, together with their various advisors, sought
proposals for a debtor in possession financing facility for a long
time, but were unable to locate any lender who was willing to
provide them any financing on better terms than those offered by
the Lender.

The Lender will be afforded with first priority lien on all
Unencumbered Collateral and junior lien on all junior Lien
Collateral as security and superpriority administrative expense
claim with priority over any and all administrative expenses of
the kind specified in Sections 503(b) and 507(b), as priority.

The Debtors will pay the Lender:

  i) an arrangement fee of $150,000;

ii) Unused Line Fee 1% per annum; and

iii) Expense Reimbursement up to a maximum of $250,000.

Given the Debtors' current financial condition, the Debtors are
unable to sustain their operations with the use of cash otherwise
available and that a working capital facility needed in these
cases could not have been obtained on an unsecured basis.

Because of the Debtors' immediate need for cash, the need to
maintain confidentiality and the impracticability of pursuing
numerous prospective lenders, the Debtors have selected the
Lender's proposal, as having the best terms of financing received
by the Debtors.

The Debtors contend that they seriously need immediate access to a
working capital facility.  The Debtors' current operations cannot
provide them with the cash flow necessary to meet the substantial
day-to-day operating costs associates with maintaining a large
fiber optic network.  Access to sufficient cash is therefore
critical to the Debtors' survival. In the absence of immediate
access to cash and credit, the Debtors will be unable to meet the
needs of their current customers.  It is highly likely that
cancellations of pending orders could follow and the Debtors'
ability to maintain existing accounts could be jeopardized.

The Debtors argue that that success of these cases depends on the
confidence of the Debtors' suppliers and customers.  If that
confidence was destroyed, then so too would be the Debtors'
ability to maximize the value of their estates.

Touch America Holdings, Inc., headquartered in Butte, Montana,
filed for chapter 11 protection on June 19, 2003 (Bankr. Del. Case
No. 03-11915).  Touch America, through its principal operating
subsidiary, Touch America, Inc., develops, owns, and operates data
transport and Internet services to commercial customers. Maureen
D. Luke, Esq., and Robert S. Brady, Esq., at Young Conaway
Stargatt & Taylor, LLP, represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $631,408,000 in total assets and
$554,200,000 in total debts.


UNITED AIRLINES: Operating Loss Totals $155 Million in May
----------------------------------------------------------
UAL Corporation (OTC Bulletin Board: UALAQ), the holding company
whose primary subsidiary is United Airlines, filed its May Monthly
Operating Report with the United States Bankruptcy Court, and said
that it met the requirements of its debtor-in-possession financing
for the fourth straight month. As part of its DIP financing
agreements, United's lenders required the company to achieve a
cumulative EBITDAR (earnings before interest, taxes, depreciation,
amortization and aircraft rent) loss of no more than $738 million
between December 1, 2002 and May 31, 2003.

The company reported a loss from operations of $155 million in
May. The company also reported non-operating income of $219
million, which included $300 million that the company received
from the U.S. government under the terms of the Emergency Wartime
Supplemental Appropriations Act in recompense for costs due to the
war in Iraq. These items resulted in net earnings of $64 million.

UAL again improved its cash position for the month and reported an
increase in cash of approximately $456 million for May, ending the
month with a cash balance of approximately $2.2 billion, which
included $659 million in restricted cash (filing entities only).
UAL began May with a cash balance of approximately $1.7 billion,
which included $651 million in restricted cash (filing entities
only). Excluding the government assistance and approximately $45
million received from large one-time asset sales, the company's
cash balance increased approximately $111 million for the month or
$3.5 million per day.

United's Executive Vice President and Chief Financial Officer Jake
Brace said, "United is continuing to produce very good results in
our efforts to reduce operating costs across the board. In May,
our new collective bargaining agreements went into effect,
substantially reducing salaries and labor-related costs. Combining
the benefits of these new CBAs and the company's expected 15%
reduction year-over-year in capacity in the quarter, the company
is on track to reduce labor costs for the second quarter year-
over-year by $500 million or more. There is still much work to be
done and we are now focusing on finalizing a business plan and
beginning the exit financing process."

Brace continued, "United met its cumulative EBITDAR goal for the
fourth time. In addition, we are pleased to report that our
EBITDAR for the month of May itself was positive for the first
time since filing for Chapter 11, even excluding the $300 million
in government assistance that we received in May. The company is
confident that it will also meet the cumulative EBITDAR
requirements for June. On the revenue side, we continue to face a
difficult economic environment, but we are seeing positive signs
for our business."

United's Executive Vice President - Customer, John P. Tague said,
"Improving revenue is our foremost priority as we move to leverage
the cost effectiveness that United is building into its business
model. This includes customer-focused service improvements and
carefully targeted marketing programs. For example, this month
United became the first major U.S. carrier to announce the
introduction of in-flight passenger e-mail access in our domestic
market. We also introduced the 'Fly Three, Fly Free' advertising
and marketing campaign that has resulted in a number of registered
participants that has far exceeded our expectations. We are
encouraged by the steady demand against rising yields that we are
currently experiencing."

United continued its strong operational performance. The company
recorded its best May performance ever, including a departure
completion rate of 99.7%, on-time departures of 77% and arrivals
within 14 minutes of schedule of 86%.

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


UNITED AIRLINES: L.A. Airport Demands $1.3MM Stub Rent Payment
--------------------------------------------------------------
The City of Los Angeles, Department of Airports, asks Judge Wedoff
to compel United Airlines to pay "stub" rent for the period
December 9, 2002 through December 31, 2002.

For many years, Los Angeles has provided United with landing
privileges, cargo facilities, maintenance facilities and passenger
terminal facilities at the Los Angeles International Airport and
Ontario International Airport.  On the Petition Date, United and
Los Angeles were parties to nine unexpired non-residential real
property leases.

The Debtors rejected the Leases at LAX and ONT.  Rockard J.
DelGadillo, Esq., City Attorney for Los Angeles, reports that the
Debtors owe $1,373,255 for postpetition use and occupancy of the
Leases for the stub rent period. (United Airlines Bankruptcy News,
Issue No. 21; Bankruptcy Creditors' Service, Inc., 609/392-0900)


UNOVA INC: Reaches Settlement of Patent Dispute with Fujitsu
------------------------------------------------------------
UNOVA, Inc. (NYSE:UNA) announced a settlement of a patent dispute
with Fujitsu Limited and Fujitsu PC Corporation regarding UNOVA's
smart battery management technology.  Terms of the agreement and
financial terms of the settlement are confidential.

"In the last four years, seven of the world's leading computer
companies have recognized the legitimacy of our patent position in
the field of smart battery management and taken a license for our
intellectual property," said Daniel S. Bishop, Senior Vice
President and General Counsel of UNOVA. "We continue to be
encouraged by the ongoing strength of our intellectual property
licensing program."

Smart battery management describes UNOVA's patented technology in
which a portable computer incorporates a rechargeable battery that
uses a processor to communicate data to the portable computer so
that the computer can monitor and regulate battery use. The
technology is estimated to extend useful battery life by 30 to 40
percent and is widely used in portable computing devices.

UNOVA's Intermec Technologies division is a leader in global
supply chain solutions and in the development, manufacture and
integration of wired and wireless automated data collection,
Intellitag(R) RFID (radio frequency identification) and mobile
computing systems. The company's products and services are used by
customers in many industries to improve productivity, quality and
responsiveness of business operations, from supply chain
management and enterprise resource planning to field sales and
service. According to the May 2002 Patent Scorecard, published by
Technology Review magazine, an MIT Enterprise, UNOVA is among the
Top 30 global computer companies in terms of the relative strength
and technological impact of its patents.

                          *     *     *

As previously reported in Troubled Company Reporter, Fitch Ratings
affirmed the rating on UNOVA Inc.'s senior notes at 'CCC', and
changed the Rating Outlook to Stable from Negative.

The change in the rating outlook reflects UNA's success in
bringing down debt levels through one-time events and intellectual
property settlements, and in reducing costs. UNA's covenants have
been amended to provide more room and its free cash flows have
improved. It also considers the company's uncertainty in
generating cash flows through its core businesses.


U.S. ENERGY: Receives $1.9 Million from Carrizo Oil Subsidiary
--------------------------------------------------------------
U.S. Energy Corp. (Nasdaq: USEG) and Crested Corp. (OTC Bulletin
Board: CBAG), announced today that their Rocky Mountain Gas, Inc.
subsidiary received a lump sum payment of approximately $1.9
million from CCBM, Inc., a subsidiary of Carrizo Oil & Gas, Inc.
(Nasdaq: CRZO).  The payment is part of the settlement of a note
owed by CCBM to RMG pursuant to the definitive agreement between
the parties entered into in July 2001, and allowed CCBM to
contribute its proportionate share of certain properties to the
recently announced Pinnacle Gas Resources, Inc. transaction.

CCBM still owes RMG additional monies and is subject to a drilling
commitment to complete the original agreement with RMG.  The
remaining properties in the original agreement include the Oyster
Ridge (approximately 65,000 gross acres) and Castle Rock
(approximately 125,000 gross acres) properties.

"We are pleased that our partners at Carrizo have purchased and
contributed their assets to the Pinnacle transaction," commented
Keith Larsen, President of U.S. Energy Corp.  "Since our
partnership began two years ago, the professional team at Carrizo
has and continues to be a great asset in our joint efforts to
develop our projects.  With the recently completed Pinnacle
transaction, the Letter of Intent signed on the sale of the
Ticaboo properties, and this cash infusion, management continues
to focus the Companies' efforts on natural gas exploration and
production in the coalbed methane basins of the Rocky Mountains.
As can be seen by the recent comments of Alan Greenspan and Energy
Secretary Spencer Abraham, the general public is being made aware
of the country's appetite for natural gas and the current supply-
demand imbalance.  To that end, our Companies are diligently
working to provide natural gas to the marketplace and provide
solutions to this energy problem," concluded Mr. Larsen.

U.S. Energy and its majority owned subsidiary, Crested Corp., are
engaged in joint business operations as USECC, and through their
subsidiary Rocky Mountain Gas, Inc., own interests in over 320,000
gross acres prospective for coalbed methane in the Powder River
Basin of Wyoming and Montana and acreage adjacent to the Greater
Green River Basin in southwest Wyoming.  Certain properties are
subject to a definitive agreement with a division of Carrizo Oil &
Gas, Inc. of Houston, TX to develop and expand RMG's CBM
properties dated July 10, 2001.  USECC owns control of Sutter Gold
Mining Company, which owns gold properties in California.  USECC
also owns various interests in uranium properties in Wyoming and
Utah.

As previously reported, Grant Thornton LLP of Denver, Colorado has
included a "going concern" qualification in its July 18, 2002,
Auditors Report on the financial condition of U. S. Energy.
"[T]he Company has  experienced recurring losses from operations
and has a substantial accumulated deficit.  These factors raise
substantial doubt about the ability of the Company to continue as
a going concern," Grant Thornton says.


WEIRTON STEEL: Alliance Wants Relief from Utility Injunction
------------------------------------------------------------
Landers P. Bonenberger, Esq., at McDermott & Bonenberger, in
Wheeling, West Virginia, relates that Weirton Steel Corporation
and Alliance Energy Services, Inc. are parties to a contract known
as a Gas Sale and Transportation Contract dated October 4, 2001.
Alliance is a commodity broker/dealer that purchases natural gas
from a number of unaffiliated parties, which it then resells to
the Debtor.  Significantly, Alliance must first purchase, out of
pocket, any gas that it sells to an end-user.

The Gas Sale and Transportation Contract was amended by the
parties effective March 14, 2002, to require the Debtor to make
prepayments for each natural gas delivery to be made.  Under this
amendment, Alliance is not obligated to make a delivery in the
event that the Debtor does not make the required prepayment.  The
Debtor has prepaid for all deliveries through May 31, 2003.

In this connection, Mr. Bonenberger notes that the Court issued a
May 21, 2003 Order, which prohibits utility companies from
discontinuing, altering or refusing service to the Debtor for the
Debtor's failure to pay any prepetition charges.  The Order also
appears, at least temporarily, to prohibit the Utility Companies
from discontinuing service where the Debtor and the Utility
Companies disagree regarding the provision of adequate assurance
of payment, in the form of a deposit or other security, for
services provided after the Petition Date.

Although Alliance is not a utility, but rather a commodities
broker/dealer, it is concerned that it might be deemed a utility
under the Order and therefore be required to comply with the
Order.  If, in fact, Alliance is found to be one of the Utility
Companies covered by the Order, then the Debtor would be entitled
to receive natural gas from Alliance without prepaying for each
delivery as provided in the Contract.

Mr. Bonenberger asserts that the financial consequences of this
finding would be severe for Alliance.  At present, Alliance
provides the Debtor with more than $300,000 of natural gas per
day.  While the Debtor has largely paid Alliance for the natural
gas, this prepayment for most of the natural gas deliveries only
lasts through May 31, 2003.

If Alliance is found to be a utility within the coverage of the
Order, then starting June 1, 2003, notwithstanding the Debtor's
failure to prepay as per the terms of the Contract, Alliance
could be required to expend more than $300,000 per day of its own
funds to supply the Debtor with natural gas.  This exposes
Alliance to an unwarranted forced credit risk, and it also
requires Alliance to fund from its own capital the purchase of
the natural gas, while awaiting later payment from the Debtor.

Thus, Alliance asks Judge Friend to find that it is not a
"utility" within the meaning and scope of Section 366 of the
Bankruptcy Code and is therefore not bound by the May 21, 2003
Court Order restraining utilities from discontinuing, altering or
refusing service.  Alliance also asks the Court to order that it
need not continue to supply the Debtor with natural gas should
the Debtor fail to comply with the terms of the Amended Gas Sale
and Transportation Contract. (Weirton Bankruptcy News, Issue No.
4; Bankruptcy Creditors' Service, Inc., 609/392-0900)


WELLMAN INC: Completes $126M Equity Investment & $275M Revolver
---------------------------------------------------------------
Wellman, Inc. (NYSE: WLM) has completed the sale of $126 million
of perpetual convertible preferred stock and warrants to Warburg
Pincus, the global private equity firm, and entered into a new
three-year, $275 million revolving credit facility.  This
transaction included the conversion of the previously issued $20
million convertible subordinated note plus accrued interest into
preferred stock.  The warrants, half of which were previously
issued with the convertible subordinated note, enable Warburg
Pincus to purchase 2.5 million shares of Wellman common stock at
an exercise price of $11.25 per share.  In addition, David Barr, a
Warburg Pincus partner, was named a director of Wellman, Inc.,
increasing the size of Wellman's Board of Directors to ten
members.

Wellman's shareholders approved the sale of the preferred stock in
a Special Meeting of Shareholders held last week, with
approximately 80% of the outstanding shares represented at the
meeting and 81% of the shares represented voted in favor of the
proposals.  As a result of this investment, Warburg Pincus will
have approximately 26% of the ownership of Wellman on an as
converted basis.  Proceeds from the transaction will be used
primarily to pay down existing debt.  J.P. Morgan Securities, Inc.
was lead advisor and Fleet Securities, Inc. and Bear, Stearns &
Co. were co-advisors on the equity transaction.

Tom Duff, Wellman's Chairman and Chief Executive Officer, said,
"The strong show of support for this transaction by Wellman's
shareholders reaffirms our view that this investment substantially
improves our financial flexibility and allows us to build upon our
strong competitive positions in the PET resin and polyester fiber
businesses.  We couldn't be more delighted to move forward with
our strategy with a premier private equity firm like Warburg
Pincus as our financial partner."

Mr. Barr, a Warburg Pincus Managing Director, said, "We are
pleased to consummate this substantial investment in Wellman.  We
look forward to working with management and the Board to enhance
shareholder value."

The bank facility is a three-year, $275 million revolving credit
facility. J.P. Morgan was syndication agent, Fleet National Bank
will serve as Administrative Agent and Deutsche Bank, National
City Bank and Bank of Nova Scotia will serve as co-documentation
agents for the facility.

"Our facility was positively received in the bank market, so we
increased the size of the facility to $275 million, which is $100
million more than what was required to complete the private equity
transaction," said Keith Phillips, Wellman's Chief Financial
Officer.  "After the issuance of the preferred stock and the
closing of our Revolving Credit facility, we have a strong
financial position and significant liquidity. "

Wellman, Inc. manufactures and markets high-quality polyester
products, including PermaClear(R) and EcoClear(R) brand PET
(polyethylene terephthalate) packaging resins and Fortrel(R) brand
polyester fibers.  The world's largest PET plastic recycler,
Wellman utilizes a significant amount of recycled raw materials in
its manufacturing operations.

Warburg Pincus LLC has been a leading private equity investor
since 1971. The firm currently has approximately $8 billion under
management and $6 billion available for investment globally in a
range of sectors including chemicals and industrials, energy and
natural resources, financial services and technologies, healthcare
and life sciences, information and communications technology,
media and business services and real estate.

As reported in Troubled Company Reporter's February 19, 2003
edition, Standard & Poor's Ratings Services revised its outlook on
Wellman Inc., to stable from negative following the company's
announcement of a $125 million private equity investment from
Warburg Pincus.

At the same time, Standard & Poor's affirmed its 'BB+' corporate
credit and preliminary senior unsecured debt ratings on the
company. Wellman, based in Shrewsbury, New Jersey, is a producer
of polyester staple fibers and polyethylene terephthalate
resins and has about $235 million of reported debt outstanding.


WINFIELD CAPITAL: Reports $6MM Net Loss for Year Ended March 31
---------------------------------------------------------------
Winfield Capital Corp. (WCAP:OTCBB) announced a net loss of
$5,994,571 for the fiscal year ended March 31, 2003 versus a net
loss of $14,367,075 for the fiscal year ended March 31, 2002. The
net loss in fiscal year 2003 included a net investment loss of
$3,356,288 for the fiscal year ended March 31, 2003 compared with
a net investment loss of $2,584,282 for the fiscal year ended
March 31, 2002. It also included an unrealized depreciation on
loans and investments of $2,654,690 (or $2,692,012 excluding an
unrealized appreciation on short-term marketable securities) for
the year ended March 31, 2003 (principally reflecting the
decreased market price of investments in nine publicly traded
portfolio companies partially offset by the increased market price
of one publicly traded portfolio company and the decreased fair
value of investments in five privately held portfolio companies
partially offset by the increased fair value of investments in
five privately held portfolio companies compared with an
unrealized depreciation on loans and investments of $8,492,858 (or
$8,395,076 excluding an unrealized depreciation on short-term
marketable securities) for the year ended March 31, 2002.
Partially offsetting the net loss was a realized capital gain for
the year ended March 31, 2003 of $16,407 which reflected a long-
term capital gain on an equity security of $208,287, a short-term
capital gain on an equity security of $50,680 partially offset by
a write-off of $182,001 on a debt security, long-term net capital
losses on assets acquired in liquidation of $45,168 and short-term
losses on the repositioning of temporarily invested funds of
$15,391 compared with a realized net loss of $3,289,935 for the
year ended March 31, 2002.

The Company's investment income decreased by $327,507 or a
decrease of 30.9%, from $1,057,404 for the year ended March 31,
2002 to $729,897 for the year ended March 31, 2003. This reflected
principally a $620,128 decrease in interest from temporarily
invested funds as a result of a decrease in the idle funds that
were being invested along with a decrease in interest rates, which
was partially offset by a $294,737 increase in interest from small
business concerns as a result of the Company's increased level of
investment activity. Operating expenses increased from $1,731,292
for the year ended March 31, 2002 to $2,207,702 for the year ended
March 31, 2003 due primarily to the acceleration of the maturity
of the U.S. Small Business Administration debentures which
resulted in fully expensing the related debenture fees of $496,214
and an insurance expense increase of $35,421 due primarily to the
increased Directors and Officers insurance renewal premium.
Partially offsetting these increases were decreases in payroll and
payroll-related expenses of $52,678 due primarily to the
resignation of an executive officer effective December 31, 2002
and other operating costs that netted to $2,547.

According to the SBA Regulations, the Company is required to be in
compliance with the capital impairment rules, as defined by
regulation 107.1830 of the SBA Regulations. The Company has been
notified by the SBA that the Company is no longer in compliance
with the SBA's capital impairment requirements and that the SBA
has accelerated the maturity date of Winfield Capital's
debentures. The aggregate principal, interest and fees due under
the debentures totaled approximately $25.6 million as of April 30,
2003, including interest and fees due through the next semi-annual
payment date. The SBA has transferred Winfield Capital's account
to liquidation status where any new investments and material
expenses are subject to prior SBA approval. Although it has not
done so as of the date of this press release filing, and may not
do so, the SBA has the right to institute proceedings for the
appointment of the SBA or its designee as receiver. If the SBA
were to require the Company to immediately pay back the entire
indebtedness including accrued interest, certain private security
investments may need to be disposed of in a forced sale which may
result in proceeds less than their carrying value at March 31,
2003. As such, this impairment could have a material adverse
effect on the Company's financial position, results of operations
and cash flows which raises substantial doubt about the Company's
ability to continue as a going concern. Management has submitted a
plan to the SBA providing for the liquidation of the Company over
a three-year period; however, to date, the SBA has not indicated
whether it will approve of the proposed plan. The Company
continues to explore various strategic alternatives, including a
third party equity infusion, although there can be no assurance
that it will be successful in its ability to consummate or
implement these or any other strategic alternatives.

Winfield Capital is a small business investment company that makes
loans and equity investments pursuant to funding programs
sponsored by the SBA and is a non-diversified, closed-end
investment company that is a business development company under
the Investment Company Act of 1940. The Company's common stock is
traded on the Over the Counter Bulletin Board ("OTCBB") under the
symbol "WCAP". For more information, visit Winfield Capital's Web
site at: http://www.winfieldcapital.com/


WINSTAR: Ch. 7 Trustee Asks Court to Clear Stratex Settlement
-------------------------------------------------------------
Sheldon K. Rennie, Esq., at Fox Rothschild O'Brien & Frankel LLP,
in Wilmington, Delaware, recounts that on April 15, 2003, Winstar
Communications' Chapter 7 Trustee commenced an adversary
proceeding against Stratex Networks, formerly known as Digital
Microwave Corporation, to avoid and recover transfers pursuant to
Sections 547 and 550 of the Bankruptcy Code.  After settlement
discussions with Digital, the Trustee signed a Settlement
Agreement with Digital on June 5, 2003.

The Trustee's complaint against Digital asserted a $9,821,910.30
gross preference amount.  Digital provided strong evidence of
statutory new value, as well as payments made in the ordinary
course of business.  To avoid litigation costs and delay, the
Trustee has agreed to accept $2,083,874.00 in full and final
settlement of all claims and the parties will exchange mutual
releases.

Accordingly, the Trustee asks the Court to approve the Settlement
Agreement with Stratex. (Winstar Bankruptcy News, Issue No. 44;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


WORLDCOM INC: Court Fixes May 28 as Record Date for Plan Voting
---------------------------------------------------------------
U.S. Bankruptcy Court Judge Gonzalez establishes May 28, 2003 as
the record date for determining which Worldcom Inc. creditors are
entitled to vote on the Plan. All Ballots and Master Ballots must
be properly executed, completed, and the original thereof shall be
delivered to the Debtors' solicitation and tabulation agent so as
to be actually received by Debtors' solicitation and tabulation
agent no later than 4:00 p.m. (Eastern Time) on August 12, 2003.

If any claimant seeks to challenge the allowance of its claim for
voting purposes, Judge Gonzalez directs the claimant to serve on
the Debtors and file with the Court on or before July 22, 2003 a
motion for an order pursuant to Bankruptcy Rule 3018(a)
temporarily allowing the claim in a different amount for purposes
of voting to accept or reject the Plan.  The Court will consider
all 3018 Motions at a hearing on August 7, 2003 at 10:00 a.m.
(Eastern Time) or as soon thereafter as counsel may be heard.
(Worldcom Bankruptcy News, Issue No. 30; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


W.R. GRACE: Summit Wants Prompt Decision on Land Option Pact
------------------------------------------------------------
Debtors W. R. Grace & Co., Gloucester New Communities Co., Inc.,
and Summit Ventures LLC, ask Judge Fitzgerald to order GNCC to
immediately assume an Option Agreement and related Tri-Party
Agreements.

Before 1996, William M. Kelleher, Esq., at Ballard Spahr Andrews
& Ingersoll LLP, in Wilmington, Delaware, relates, GNCC acquired
ownership of 1,680 acres of undeveloped land located in Woolwich
Township in Gloucester County, New Jersey.  Summit Ventures, a
limited liability company based in New Jersey, was organized for
the purpose of acquiring the land from GNCC, obtaining
development approvals for the land, performing improvements on
the land, and selling the land to home builders, commercial
developers, and other end users.  The project was intended to
span a period of nearly 20 years and result in the creation of
new residential communities containing thousands of homes,
commercial properties, schools, a municipal complex, a park, and
related infrastructure.

                        The Option Agreement

GNCC, as seller, and Summit, as purchaser, signed an Option and
Sale Agreement for Land dated August 7, 1996.  Under this
agreement, Summit has the exclusive option of purchasing the land
during the term of the option period, which began on August 7,
1996, and ends on December 31, 2015, unless terminated sooner
under the terms of the Option Agreement.

Summit obtained a General Development Plan approval from the
Planning Board of the Township of Woolwich contemplating, in
concept, the development of 4,500 residential units on the land,
together with 200,000 square feet of commercial space, in
addition to required open space for schools to serve the
developed communities.

Under the Option Agreement, Summit may acquire the land only for
purposes of the purchase and re-sale of the land to builders and
third-party purchasers.  Under the Option Agreement, Summit is
obligated to pay to GNCC a $5,000,000 base price for the land,
which is to be divided among the residential units and commercial
acreage as set out in the Option Agreement.  In addition, Summit
is obligated to pay to GNCC a percentage of its net profits from
the resale of the land, pay 50% of its net profits until GNCC has
received $5,000,000 on account of sales, and 33-1/3% of net
profits after that.  Summit has already paid GNCC $5,843,500 and
reimbursed $201,630 in expenses under the Option Agreement.

                      The Tri-Party Agreements

To facilitate the development of the Land and the purchase and
resale of lots, Summit has negotiated agreements with utility
providers and made applications to governmental authorities for
development and utility services.  In that connection, certain
Tri-Party Agreements have been entered into by GNCC, Summit and
various third parties in furtherance of the development scheme
for the land.  Those Tri-Party Agreements include a Service
Agreement dated as of May 8, 1998, among Summit, GNCC and
Consumers New Jersey Water Company, by which sewer and water
service is to be provided to the land and units developed on the
Land.

Summit has closed on Land for 1,935 residential units from GNCC
pursuant to the Option Agreement, together with some commercial
space.  In connection with these acquisitions, Summit has
obtained all the necessary approvals and has arranged for the
installation and construction of all infrastructure necessary for
development of these properties.  A substantial portion of the
properties has been acquired since the Petition Date.  Summit has
determined that it must file this motion to compel the Debtor to
assume the Option Agreement because it is now critical that
Summit receive prompt assurance that the Option Agreement will be
assumed by GNCC within the context of its Chapter 11 case.

                      Critical New Development

Assumption of the Option Agreement is critical at this time
because Summit will be now required to expend substantial
additional funds for engineering and infrastructure in connection
with the further development of the Land, and such expenditures
must be made before purchasing and taking title to all the
acreage required to benefit from the expenditures.  Summit cannot
expend those funds without certainty that GNCC is contractually
bound by the terms and conditions of the Option Agreement as
development moves forward into a critical stage, which will
require significant additional funding.  In particular, the
additional expenditures by Summit which are now required in
regard to the further development of the Land under the Option
Agreement include:

      (a) the design, approval and construction of a sewer trunk
          main of approximately two miles in length from the land
          to the wastewater treatment center operated by Logan
          Township Municipal Utilities Authority and a sewer
          pump station.  These expenditures alone will amount
          to approximately $4,000,000.  No further resale or
          development of the land is possible until this
          expenditure is made;

      (b) the pre-purchase of sewer connections to the LTMUA
          plant at a cost of approximately $2,137,000.  The LTMUA
          will utilize these funds to expand the sewer plant to
          increase its capacity to 2,000,000 gallons per day so
          that it can treat the effluent expected from the new
          development.  No further resales or development of the
          land will be possible until this expenditure is made;

      (c) the design, approval and installation of new drainage
          facilities and water lines;

      (d) the installation of widened roads and intersection
          improvements at an additional estimated cost of
          $660,000; and

      (e) the engineering and design for further municipal and
          other land use approvals at an approximate cost in
          excess of $1,000,000.

Even the additional sewer capacity will not be sufficient to
serve all of the Land.  Summit is party to a contract to
construct a further expansion of the LTMUA sewerage treatment
plant to fully service the remainder of the Project.  The cost of
that construction would be approximately $6,000,000.  Substantial
engineering costs would be incurred in planning for such an
expansion.  Further land purchases will require Summit to address
additional problems associated with development, like the
resolution of the need for vibration and sound barriers to
protect and isolate the land from the negative impact of an
adjacent industrial facility.

Accordingly, Summit is not able to responsibly undertake these
substantial expenditures, which will benefit both GNCC and Summit
as parties to the Option Agreement and the related Tri-Party
Agreements unless and until GNCC assumes the Option Agreement
pursuant to the Bankruptcy Code.  GNCC and Summit have continued
to function under the Option Agreement in the ordinary course of
business during the pendency of this Chapter 11 case such that
the Option Agreement may be assumed by the Debtor at this time
without any additional cost to or burden on GNCC.  Summit
acknowledges that GNCC has provided adequate assurance of future
performance under the Option Agreement and is not in default
under its terms. (W.R. Grace Bankruptcy News, Issue No. 42;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


* Ernst & Young Merges with Synergy Partners in Canada
------------------------------------------------------
Two of Alberta's leading corporate finance firms have combined to
create the largest mid-market organization of its kind in Western
Canada. The corporate finance arm of professional services firm
Ernst & Young, and Synergy Partners, an independent business sale
advisory firm, officially announced the deal Friday. The combined
firms will operate within Ernst & Young's Transaction Advisory
Services group.

In a market challenged by business failures, greater regulatory
requirements and corporate governance scrutiny, 2002 was the
weakest year for mergers and acquisitions activity in the last
decade. But, Barry Munro, the practice leader for Ernst & Young
Corporate Finance in Alberta, says the merger makes sense despite
those challenges.

"We think the market challenges present us with the opportunity to
dominate the Alberta marketplace," says Mr. Munro. "Through this
merger we've confirmed our strategic view - here in Alberta and
elsewhere - that corporate finance transactions will continue to
be critical to the survival and growth of companies. The corporate
finance market in this province is fundamentally strong," he says.
"We're committed to assisting our clients with their transaction
services requirements as they build their businesses in an
environment that requires strategic thinking, thorough analysis,
realistic and objective assessments, and the courage to act."

The combination of the two firms makes Ernst & Young Corporate
Finance the largest mid-market M&A firm in Alberta. Tailored to
serve the Alberta market, the firm has extensive and specialized
capabilities in oil and gas, power, oilfield services, and
business succession. "These are the market segments that are
particularly critical to Alberta business and we are now
positioned to lead," says Mr. Munro. Complementing the M&A
expertise are the additional capabilities of financing, business
valuation, litigation support, restructuring, M&A tax, and
transaction support.

"The market has been demanding a focus on transactional services,"
says Mr. Munro. "This merger is another step in meeting that
demand. Our focus will be on adding strategic and financial value
for our clients, and offering the international reach of Ernst &
Young as we deliver the full range of services," he says.

In Alberta, Ernst & Young's Transaction Advisory Services group of
33 professionals has a strong presence in Calgary and Edmonton,
and joins the other 230 Ernst & Young transaction professionals
across Canada.

Ernst & Young Corporate Finance Inc. is Canada's largest financial
advisory business focused on the mid-market. We have more than 25
years of experience providing transaction advisory services and
more than 270 professionals in nine cities, specializing in
specific industry sub-sectors. Our clients benefit from our
multidisciplinary team approach, which seamlessly integrates Ernst
& Young's M&A, Financing, Business Valuation, Litigation Support,
Restructuring, M&A Tax and Transaction Support practices to ensure
that every aspect of a transaction is effectively managed.

Synergy Partners is Western Canada's leading business sale
advisory firm. The firm specializes in planning, evaluating and
executing on the sale of mid- market companies. The firm's proven
track record, experience and methodology allows customers to take
the guesswork out of selling their business, and combines
effective and professional merger and acquisition skills with a
wealth of real-world experience.

Ernst & Young, a global leader in professional services, is
committed to restoring the public's trust in professional services
firms and in the quality of financial reporting. Its 106,000
people in more than 140 countries around the globe pursue the
highest levels of integrity, quality, and professionalism to
provide clients with solutions based on financial, transactional,
and risk- management knowledge in Ernst & Young's core services of
audit, tax, and corporate finance. Ernst & Young practices also
provide legal services in those parts of the world where
permitted. Further information about Ernst & Young and its
approach to a variety of business issues can be found at
http://www.ey.com/perspectives Ernst & Young refers to all the
members of the global Ernst & Young organization.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Advisory Board          ABCO        (16)          48      (20)
Alliance Imaging        AIQ         (39)         683       43
Akamai Technologies     AKAM       (168)         230       60
Alaris Medical          AMI         (32)         586      173
Amazon.com              AMZN     (1,353)       1,990      550
Aphton Corp             APHT        (11)          16       (5)
Arbitron Inc.           ARB        (100)         156       (2)
Alliance Resource       ARLP        (46)         288      (16)
Atari Inc.              ATAR       (115)         242       52
Actuant Corp            ATU         (44)         295       18
Avon Products           AVP         (91)       3,327       73
Saul Centers Inc.       BFS         (13)         389      N.A.
Blount International    BLT        (369)         428       91
Cincinnati Bell         CBB      (2,104)       1,467     (327)
Cubist Pharmaceuticals  CBST         (7)         221      131
Choice Hotels           CHH        (114)         314      (37)
Columbia Laboratories   COB          (8)          13        5
Campbell Soup Co.       CPB        (114)       5,721   (1,479)
Centennial Comm         CYCL       (470)       1,607      (95)
Echostar Comm           DISH     (1,206)       6,260    1,674
D&B Corp                DNB         (19)       1,528     (104)
W.R. Grace & Co.        GRA        (222)       2,688      587
Graftech International  GTI        (351)         859      108
Hollywood Casino        HWD         (92)         553       89
Imax Corporation        IMAX       (104)         243       31
Imclone Systems         IMCL       (186)         484      139
Gartner Inc.            IT          (29)         827        1
Jostens                 JOSEA      (512)         327      (71)
Journal Register        JRC          (4)         702      (20)
KCS Energy              KCS         (30)         268      (16)
Kos Pharmaceuticals     KOSP        (75)          69      (55)
Level 3 Comm Inc.       LVLT       (240)       8,963      581
Memberworks Inc.        MBRS        (21)         281     (100)
Moody's Corp.           MCO        (327)         630     (190)
McDermott International MDR        (417)       1,278      154
McMoRan Exploration     MMR         (31)          72        5
MicroStrategy           MSTR        (34)          80        7
Northwest Airlines      NWAC     (1,483)      13,289     (762)
Petco Animal            PETC        (11)         555      113
Primedia Inc.           PRM        (559)       1,835     (248)
Primus Telecomm         PRTL       (168)         724       65
Per-Se Tech Inc.        PSTI        (39)         209       32
Qwest Communications    Q        (1,094)      31,228   (1,167)
Rite Aid Corp           RAD         (93)       6,133    1,676
Revlon Inc              REV      (1,640)         939      (44)
Ribapharm Inc           RNA        (363)         199       92
Sepracor Inc            SEPR       (392)         727      413
St. John Knits Int'l    SJKI        (76)         236       86
I-Stat Corporation      STAT          0           64       33
Town and Country Trust  TCT          (2)         504      N.A.
Tenneco Automotive      TEN         (75)       2,504      (50)
TiVo Inc.               TIVO        (25)          82        1
Triton PCS Holdings     TPC         (36)       1,617      172
UnitedGlobalCom         UCOMA    (3,040)       5,931   (6,287)
United Defense I        UDI         (30)       1,454      (27)
UST Inc.                UST         (47)       2,765      829
Valassis Comm.          VCI         (33)         386       80
Valence Technology      VLNC        (16)          30        3
Ventas Inc.             VTR         (54)         895      N.A.
Warnaco Group           WRNC     (1,856)         948      471
Western Wireless        WWCA       (464)       2,399     (120)
Xoma Ltd.               XOMA        (11)          72       30

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Bond pricing, appearing in each Thursday's edition of the TCR, is
provided by DebtTraders in New York. DebtTraders is a specialist
in global high yield securities, providing clients unparalleled
services in the identification, assessment, and sourcing of
attractive high yield debt investments. For more information on
institutional services, contact Scott Johnson at 1-212-247-5300.
To view our research and find out about private client accounts,
contact Peter Fitzpatrick at 1-212-247-3800. Real-time pricing
available at http://www.debttraders.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard
Group, Inc., Washington, DC USA. Yvonne L. Metzler, Bernadette C.
de Roda, Donnabel C. Salcedo, Ronald P. Villavelez and Peter A.
Chapman, Editors.

Copyright 2003.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                *** End of Transmission ***