TCR_Public/030702.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, July 2, 2003, Vol. 7, No. 129

                          Headlines

360NETWORKS: Committee Sues Cros-Can Industries to Recoup $1.7MM
ACHIEVEMENT TEC: Hires Weinberg & Company as New Accountants
ADELPHIA COMMS: Names Paul E. Jacobson as VP for Communications
ADMIRAL CBO (CAYMAN): S&P Affirms Junk Class Note Ratings at CC
ADVANCED OXYGEN: Debt Holders Waive and Release Long-Term Debt

AIR CANADA: Labor Pacts Ratified, Cutting Cost by $1.1 Billion
AIR CANADA: Jazz Unions Complete Contract Ratification Process
AIR CANADA: Airline Pilots Ratify New Labor Contract Agreement
AMERCO: Names Squire Sanders Restructuring & Bankruptcy Counsel
AMERICAN HOMEPATIENT: Emerges from Chapter 11 Proceedings

AMERICAN MILLENNIUM: Shoos-Away Dohan and Company as Auditors
AMES DEPARTMENT: Gets Nod to Complete Mansfield Warehouse Sale
ANIXTER INT'L: S&P Rates Proposed Senior Unsecured Notes at BB+
ANTARES PHARMA: Commences Trading on OTCBB Effective July 1
ATR SEMINARS: Airline Training Makes BIA Proposal to Creditors

BALTIMORE MARINE: US Trustee Appoints Creditors' Committee
BIOVEST INT'L: Accentia Acquires Controlling Interest for $20MM
BROADBAND WIRELESS: Takes Action to Fulfill Reorganization Plan
BUDGET GROUP: US Trustee Amends Creditors Committee Appointments
CABLE DESIGN: S&P Affirms BB Corp. Credit & Senior Debt Ratings

CABLE DESIGN: Preparing $110MM Convertible Sub. Debenture Offer
CHASE MORTGAGE: Fitch Rates Class B-3 and B-4 Notes at BB/B
CHIQUITA BRANDS: Completes Puerto Armuelles Fruit Asset Sale
CLUBCORP INC: S&P Ratchets Corporate Credit Rating Down to B
CONCERT INDUSTRIES: Misses Interest Payment on 8.5% Debentures

CONSECO FIN.: Committee Sues Lehman Brothers & Affiliates
CONSECO INC: Resolves Claims Dispute with Maxwell E. Bublitz
CROSS MEDIA: Secures Nod to Employ Ordinary Course Professionals
CWMBS INC: Fitch Rates Class B-3 & B-4 P-T Certificates at BB/B
CYTO PULSE: Case Summary & 20 Largest Unsecured Creditors

DALEEN TECH: Going Concern Viability May Hinge on Allegiance
DEAN FOODS: Will Acquire Interest in Horizon Organic for $216MM
DELTA AIR LINES: Closes Employee Stock Option Exchange Program
DENALI CAPITAL: S&P Assigns BB Prelim. Class B-2L Note Rating
DICE INC: Exits from Bankruptcy & Eliminates $69.4 Mill. of Debt

DISC INC: Fails to Comply with Nasdaq Listing Requirements
DOBSON COMMS: Declares 13% Preferred Share In-Kind Dividend
DVI INC: Fitch Keeps Watch on CCC Senior Unsecured Debt Rating
ENCOMPASS SERVICES: Court Clears Wartsila Settlement and Release
ENRON CORP: Court OKs Phillips Son's Appointment as Auctioneer

EPIC FINANCIAL: Kabani & Co. Replaces Becker as New Accountants
E.SPIRE COMMUNICATIONS: Gets Court Nod to Hire ASK Financial
FLEMING COS.: Judge Walrath Fixes Reclamation Claim Procedures
GENERAL BINDING: Financial Leverage Concerns Spur Low-B Ratings
GENERAL BINDING: Completes Sr. Facility Refinancing Transaction

GERDAU AMERISTEEL: Closes Note Issue & Drawdown Under Facility
GLOBAL CROSSING: Reports Breakeven EBITDA Results for May 2003
GLOBAL CROSSING: Names M. Cromwell as Regional VP of Ent. Sales
GLOBAL LEARNING: Taps Whiteford Taylor as Bankruptcy Co-Counsel
GLOBALSTAR LP: Olof Lundberg Leaves Company as CEO & Chairman

GOODYEAR TIRE: Fitch Places Low-B Ratings on Watch Negative
HAYES LEMMERZ: Asks Court to Reclassify Over $1 Mill. of Claims
HEADWAY CORPORATE: Files for Chapter 11 Protection in New York
HEADWAY CORPORATE: Case Summary & 10 Largest Unsecured Creditors
HEALTHSOUTH: Will Hold Creditors & Shareholders Meeting on Mon.

KMART CORP: Sues Handleman to Recoup $49MM Critical Vendor Payment
KMART: Handleman Will Continue Relationship Despite Lawsuit
LEAP WIRELESS: Hires UBS Warburg to Render Financial Advice
LEVEL 3 COMMS: Affirms Guidance for Q2 and Full Year 2003
LEVEL 3 COMMS: Offering $250 Million of Convertible Senior Notes

MAGELLAN HEALTH: Secures Improved Equity Investment Commitment
MARTIN INDUSTRIES: Fails to Meet Form 10-K, 10-Q Filing Deadline
MDC CORP: S&P Withdraws BB Credit Rating at Company's Request
M/I SCHOTTENSTEIN: April and May New Contracts Jump-Up 23%
MIRANT CORP: Bondholders Support June 30 Amended Exchange Offers

NAT'L EQUIPMENT: Case Summary & 50 Largest Unsecured Creditors
NAT'L STEEL: Judge Squires Clears LaSalle & Tinplate Compromise
NATIONAL WINE & SPIRITS: Reports Improved 2003 Financial Results
NEENAH FOUNDRY: Gets Additional $110 Mill. Financing Commitments
OWENS CORNING: Wants Approval of Insurance Settlement Agreement

PEREGRINE SYSTEMS: Reaches Partial Settlement with SEC
PG&E CORP: Completed SEC Filings Reflect No Change to Net Income
PICCADILLY CAFETERIAS: Pursuing Strategic Options Including Sale
PLYMOUTH RUBBER: Delivers Plan to Comply with AMEX Requirements
PLYMOUTH RUBBER: Red Ink Flows in Fiscal Second Quarter 2003

REPTRON ELECTRONICS: Reaches Pact to Restructure 6-3/4% Notes
RJ REYNOLDS: S&P Cuts Corporate Credit Rating to BB+ from BBB-
ROBOTIC VISION SYSTEMS: Deloitte & Touche Resigns as Accountant
ROMACORP INC: March 30 Net Capital Deficit Widens to $30 Million
SAFETY-KLEEN: Wants to Pay Exit Financing Due Diligence Fees

SAGENT TECHNOLOGY: Nasdaq Will Yank Shares Effective Tomorrow
SEA CONTAINERS: Exchange Offer for 9.50% & 10.50% Notes Expires
SILICON GRAPHICS: Amends Extends Exchange Offer for 11.75% Notes
SPIEGEL GROUP: Court Approves KPMG's Engagement as Accountants
STRUCTURED ASSET: Fitch Rates Class B-4 and B-5 Certs. at BB/B

TANGER FACTORY: Completes Redemption of Outstanding Preferreds
THERMOVIEW INDUSTRIES: Restructures Long-Term Debt & Preferreds
TOP-FLITE GOLF: Selling Major Assets to Callaway Golf for $125MM
TOUCH AMERICA: Wants to Sell Assets to 360networks for $28MM
TRANSDIGM INC: S&P Removes Low-B Ratings from CreditWatch

TSI TELSYS: March 28, 2003 Balance Sheet Upside-Down by $445K
UNITED AIRLINES: Washington Airport Demands $2.8 Million Payment
UNITED AUBURN: S&P Assigns BB- Rating to $215MM Senior Bank Loan
UNITED DEFENSE: S&P Ups Corporate Credit Rating to BB from BB-
U.S. STEEL: Names Anton Lukac as Plant Manager at Clairton Works

VICWEST CORP: Canadian Court Extends CCAA Protection Until Today
WEIRTON STEEL: Solid Waste Seeks Relief from Utility Injunction
WESTAR ENERGY: Unit Completes Sale of Protection One Europe
WILLIAMS COS.: Completes 2 Asset Transactions for $55 Million
WILLIAMS CONTROLS: Completes Review of Strategic Direction

WORLDCOM INC: Shareholder Boycott Threat Passes 10,000 Mark
W.R. GRACE: Earns Blessing to Hire Deloitte as Tax Advisors

* Kirkpatrick Brings-In Two New Partners at Los Angeles Office

* Meetings, Conferences and Seminars

                          *********

360NETWORKS: Committee Sues Cros-Can Industries to Recoup $1.7MM
----------------------------------------------------------------
On June 14, 2001, Cros-Can Industries Ltd. received a fraudulent
transfer from 360Fiber Inc. amounting to $1,700,000.

Dana L. Weinstein, Esq., at Sidley Austin Brown & Wood LLP, in
New York, tells Judge Gropper that on March 26, 2002, the Debtors
demanded that Cros-Can return the Fraudulent Transfer.  However,
Cros-Can failed to return the Fraudulent Transfer.

Ms. Weinstein contends that:

    (a) 360Fiber received less than a reasonable equivalent value
        in exchange for the Fraudulent Transfer;

    (b) upon information and belief, any consideration or value
        for the Fraudulent Transfer was received by an affiliate
        -- 360Fiber Ltd.;

    (c) at the time of the transfer, 360Fiber was insolvent; and

    (d) Cros-Can was the original transferee of the Fraudulent
        Transfer pursuant to Section 550(a)(1) of the Bankruptcy
        Code.

Accordingly, the Official Committee of Unsecured Creditors, on
the Debtors' behalf, seeks a Court judgment that:

    (a) pursuant to Section 548 of the Bankruptcy Code, declares
        that the Transfers be and are avoided;

    (b) declares that Cros-Can pay at least $1,700,000,
        representing the amount Cros-Can owed, plus interest from
        the date of the Demand Letter;

    (c) pursuant to Section 502(d), provides that any and all of
        Cros-Can's claims against 360Fiber will be disallowed
        until it repays in full the Transfers, plus all
        applicable interest; and

    (e) awards the Committee all costs, reasonable attorneys'
        fees and interest. (360 Bankruptcy News, Issue No. 51;
        Bankruptcy Creditors' Service, Inc., 609/392-0900)


ACHIEVEMENT TEC: Hires Weinberg & Company as New Accountants
------------------------------------------------------------
On June 6, 2003, Achievement Tec Holdings, Inc., together with its
subsidiaries, was acquired by ClickableOil.com, Inc., a Delaware
corporation, under a merger agreement. When the Company was
acquired by ClickableOil.com, the Company's principal independent
accountant, Merdinger, Fruchter, Rosen & Corso, P.C., was
dismissed. On June 12, 2003, the Company engaged Weinberg &
Company, P.A. as its principal independent accountant. The action
to engage Weinberg & Company, P.A. was taken upon the unanimous
approval of the Board of Directors of Achievement Tec Holdings.

During the last two fiscal years ended December 31, 2001 and
December 31, 2000 and through June 6, 2003, MFRC's report on the
Company's financial statements was modified by the inclusion of an
explanatory paragraph addressing the ability of the Company to
continue as a going concern.

Effective with the execution of the Merger Agreement with
Clickable Oil.com, Inc. on June 6, 2003, the Company has elected
to adopt the fiscal year used by Clickable Oil. Accordingly,
Achievement Tec Holdings, Inc. has changed its fiscal year end to
March 31st.


ADELPHIA COMMS: Names Paul E. Jacobson as VP for Communications
---------------------------------------------------------------
Adelphia Communications Corporation (OTC: ADELQ) announced that
Paul E. Jacobson, deputy communications director for U.S. Senate
Majority Leader Bill Frist (R-TN), has been named Vice President
of Communications for Adelphia, effective July 7. The announcement
was made by Ron Cooper, President and Chief Operating Officer of
Adelphia, to whom he will report.

In his new role, Mr. Jacobson will be responsible for Adelphia's
corporate communications activities ranging from media relations
and employee communications to community relations and corporate
affairs.

Mr. Jacobson, 44, brings to Adelphia 23 years of media and
communications experience in cable television, government, the
sports and entertainment industries and as a journalist. Before
joining Senator Frist's staff, he was Vice President of Corporate
Communications at Starz Encore Group of Englewood, Colorado, a
provider of premium movie channels to the cable and satellite
television industry.

"We are pleased that Paul has agreed to return to the Denver area
to join our management team," said Mr. Cooper. "He is a talented,
well-respected, cable industry communicator, and we look forward
to the valuable contributions he will make in support of our
efforts to rebuild Adelphia."

Mr. Jacobson said, "I welcome the opportunity to return to Denver
and become part of the outstanding management team that will lead
Adelphia through a successful restructuring."

Most recently, Mr. Jacobson was Deputy Communications Director for
U.S. Senate Majority Leader Bill Frist (R-Tenn.). In addition to
overseeing communications for the Medicare and prescription drug
legislation as it moved through the Senate, Mr. Jacobson advised
Sen. Frist on communications activities and served as a spokesman
on a variety of issues before the Senate.

Before returning to public service, Jacobson was Vice President of
Corporate Communications at Starz Encore Group. Mr. Jacobson also
served as Director of Corporate Communications for Denver-based
Ascent Entertainment Group, which owned the NHL Colorado Avalanche
and NBA Denver Nuggets, and, through Beacon Communications,
produced major theatrical motion pictures. Prior to joining
Ascent, he was spokesman for Comsat Corporation, an international
satellite company.

Previously, Mr. Jacobson served as Deputy Press Secretary then
Press Secretary to former U.S. Senator Warren B. Rudman, (R-NH),
and served as Rudman's 1986 Senate reelection campaign spokesman.
He also served as Deputy Press Secretary to Senate Republican
Leader Bob Dole (R-Kansas) and was New England Regional
Communications Director for Dole's 1988 presidential campaign.

Before entering politics, Jacobson worked as an award-winning
radio journalist in New Hampshire. He received a BA in broadcast
journalism and political science from Syracuse University's S. I.
Newhouse School of Public Communications and Maxwell School of
Citizenship in 1980.

Adelphia Communications Corporation is the fifth-largest cable
television company in the country. It serves 3,500 communities in
32 states and Puerto Rico, and offers analog and digital cable
services, high-speed Internet access (Adelphia Power Link), and
other advanced services.


ADMIRAL CBO (CAYMAN): S&P Affirms Junk Class Note Ratings at CC
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A-1 and A-2 notes issued by Admiral CBO (Cayman) Ltd., an
arbitrage CBO transaction originated in August 1999, and managed
by Delaware Investment Advisors. At the same time, the ratings are
removed from CreditWatch with negative implications, where they
were placed May 29, 2003. In addition, the ratings on the class
B-1, B-2, and C notes are affirmed.

The lowered ratings reflect factors that have negatively affected
the credit enhancement available to support the notes since the
ratings were lowered in February 2003. These factors include
continuing par erosion of the collateral pool securing the rated
notes and a negative migration in the overall credit quality of
the assets within the collateral pool.

As a result of asset defaults, the overcollateralization ratios
have deteriorated since the February 2003 rating action. According
to the June 3, 2002 monthly report, the class A
overcollateralization ratio was at 99.42%, versus the minimum
required ratio of 127% (compared to a ratio of 110.43% at the time
of the February 2003 rating action); the class B
overcollateralization ratio was at 82.90%, versus its required
minimum ratio of 111.0% (compared to a ratio of 92.48% at the time
of the February 2003 rating action); and the class C
overcollateralization ratio was at 77.61%, versus its required
minimum ratio of 100.0% (compared to a ratio of 86.69% at the time
of the February 2003 rating action).

The credit quality of the collateral pool has deteriorated since
the February 2003 rating action. Including defaulted assets,
approximately 33% of the assets in the portfolio currently come
from obligors rated 'CCC+' or below by Standard and Poor's, and
17.01% of the performing assets come from obligors with ratings on
CreditWatch negative. These compare with 30.14% and 17.56%,
respectively, at the time of the February 2003 rating action.
Standard & Poor's noted that the transaction is failing its
Trading Model Test, a measure of the overall credit quality within
the portfolio and its ability to support the ratings initially
assigned to the liability tranches issued by the CDO. The
transaction's failure to remain in compliance with the Trading
Model Test reflects a reduction in the par value of the assets
within the portfolio relative to the balance of the outstanding
liabilities.

Standard & Poor's has reviewed the results of the current cash
flow runs generated for Admiral CBO (Cayman) Ltd. to determine the
level of future defaults the rated tranches can withstand under
various stressed default timing and interest rate scenarios, while
still paying all of the rated interest and principal due on the
notes. After the results of these cash flow runs were compared
with the projected default performance of the performing assets in
the collateral pool, it was determined that the ratings currently
assigned to the class A notes were no longer consistent with the
amount of credit enhancement available, resulting in the lowered
ratings.

Standard & Poor's will continue to monitor the performance of the
transaction to ensure that the ratings reflect the amount of
credit enhancement available.

      RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

                     Admiral CBO (Cayman) Ltd.

                Rating
     Class    To       From             Balance (mil. $)
     A-1      A+       AA/Watch Neg             148.267
     A-2      B-       BB+/Watch Neg               47.5

                        RATINGS AFFIRMED

                     Admiral CBO (Cayman) Ltd.

     Class   Rating    Balance (mil. $)
     B-1     CC                   14.0
     B-2     CC                   25.0
     C       CC                   16.0


ADVANCED OXYGEN: Debt Holders Waive and Release Long-Term Debt
--------------------------------------------------------------
Advanced Oxygen Technologies, Inc. (OTC Bulletin Board: AOXY)
announces that pursuant to a Waiver Agreement of June 26, 2003,
the long debt holders waived and relinquished all right, to
collect from AOXY the debt owed to each of the Debt Holders by
Advanced Oxygen Technologies, Inc., plus any interest earned
thereon.

In consideration of the release of the AOXY, AOXY will compensate
the Debt Holders by assigning, transferring and distributing a
database and all rights thereto, to the Debt Holders.

Advanced Oxygen's March 31, 2003 balance sheet shows a working
capital deficit of about $277,000 and a total shareholders' equity
deficit of about $130,000.


AIR CANADA: Labor Pacts Ratified, Cutting Cost by $1.1 Billion
--------------------------------------------------------------
With ratification of all Air Canada's labor agreements in Canada
now completed, Air Canada will achieve permanent labor cost
reductions of $1.1 billion. Monday, the Air Canada Pilots
Association (ACPA) representing the airline's 3,150 mainline
pilots confirmed that its members have ratified their agreement
with an 87 per cent majority.

In addition, Air Canada finalized tentative agreements with the
International Brotherhood of Teamsters representing employees in
the United States realizing cost savings of $11 million. Tentative
agreements have also been reached with AMICUS and Transport and
General Workers' Union representing employees in the United
Kingdom that will realize approximately $22.8 million in cost
savings.

Over the past three weeks agreements were ratified with the
International Association of Machinists and Aeropace Workers
(IAMAW) representing 11,000 technical operations and airport
ground service personnel, CUPE representing 6,700 flight
attendants, the CAW Airline Division, representing 6,000 customer
sales and service agents and crew schedulers and CALDA,
representing the airline's 100 flight dispatchers. Agreements were
also ratified with all unions representing Air Canada Jazz
employees - the Airline Pilots Association (ALPA), CALDA, CUPE and
Teamsters Canada.

"I salute the people of Air Canada and Air Canada Jazz and thank
them for taking this necessary step in the face the most adverse
market conditions this industry has ever seen," said Robert
Milton, President and Chief Executive Officer. "The ratification
of our labour agreements is a lynchpin to demonstrate to other
stakeholders that the people of Air Canada are willing to fight
for our company's future. By joining together, Air Canada's people
have sent a powerful message to other stakeholders in Air Canada's
restructuring. With the solid support of its employees and their
union leadership, Air Canada will emerge from CCAA stronger and
well positioned to compete profitably in the new environment."

"Clearly, Air Canada's employees are also saying that it is
business as usual for Air Canada's customers. On their behalf, I
thank our customers for their continued support and encourage them
to continue booking Air Canada with confidence," he said.


AIR CANADA: Jazz Unions Complete Contract Ratification Process
--------------------------------------------------------------
Air Canada Jazz announced that all four of its unions,
representing six different employee groups, have ratified new
agreements with the company to reduce costs and increase
productivity. In finalizing these agreements, Jazz has achieved
total annualized labor and management cost reductions of $110
million.

"This is a significant achievement and an important milestone as
we restructure our company," said Joseph Randell, President and
Chief Executive Officer. "These agreements are critical to Jazz's
emergence as a highly competitive, low-cost airline and provide a
solid foundation for our ongoing restructuring. I applaud the
commitment shown by Jazz unions and our employees. We will
continue working together to return Jazz to profitability."

Approximately 3,500 of the 4,000 Jazz employees are represented by
four unions: Canadian Air Line Dispatchers Association (CALDA),
representing dispatchers; Teamsters Canada, representing flight
attendants; Air Line Pilots Association (ALPA), representing
pilots; and Canadian Auto Workers (CAW), representing airport
staff, maintenance workers and crew schedulers. The total union
combined contribution is $93 million in annualized savings.

Air Canada Jazz is Canada's second largest airline operating a
fleet of over 90 aircraft including Dash 8, Bombardier CRJ and
British Aerospace 146 aircraft throughout Canada and the United
States.


AIR CANADA: Airline Pilots Ratify New Labor Contract Agreement
--------------------------------------------------------------
The Air Canada Pilots Association (ACPA) membership has ratified
their new contract agreement, with 87% of the votes being cast in
favor of the deal. Over 88 % the pilot membership cast their
ballot.

The six-year contract, which runs to July 1, 2009, has been
pursued as part of Air Canada's restructuring under the Companies'
Creditors Arrangement Act (CCAA). As a result of the agreement,
the Air Canada pilots will provide Air Canada with approximately
one third of the total labor savings that the company had been
seeking.

In the new contract the Air Canada pilots have agreed to a 15%
reduction on their pay scales, as well as changes in their working
rules designed to provide Air Canada additional operational
flexibility and cost savings. It is also expected that 317 Air
Canada pilots will be laid off over the next six months.

"We are pleased to report that our pilots have accepted the deal,"
said Captain Don Johnson, President of the Air Canada Pilots
Association. "The ratification of this deal - and the high turn
out for the vote - demonstrates that, collectively, our members
recognise the severity of the issues facing Air Canada and are
willing to do what it takes to get our company back to a
profitable footing."

"Our Association has been committed to work with all parties and
stakeholders to achieve a successful resolution of the
restructuring process," said Captain Johnson. "[Mon]day our
members have clearly renewed that commitment. Now all the employee
groups have ratified their agreements and it is time for the
remaining stakeholders to contribute their part. We challenge all
stakeholders in this restructuring to move on with finding the
solutions needed to take Air Canada through this difficult period
and towards a much brighter future."

The Air Canada Pilots Association is the largest professional
pilot group in Canada, representing the approximately 3300 pilots
who operate Air Canada's mainline fleet.


AMERCO: Names Squire Sanders Restructuring & Bankruptcy Counsel
---------------------------------------------------------------
Pursuant to Sections 327(a) and 329 of the Bankruptcy Code,
AMERCO seeks the Court's authority to employ Squire, Sanders &
Dempsey LLP as its restructuring and bankruptcy counsel.

Andrew A. Stevens, Chief Financial Officer of AMERCO, states that
Squire Sanders is particularly suited to serve as AMERCO's lead
restructuring counsel in this case.  With more than 750 attorneys
in 29 offices worldwide, Squire Sanders has broad-based practice
groups with expertise in virtually all areas of law that may be
significant in this case, including bankruptcy and restructuring,
corporate finance, regulatory and commercial litigation. Moreover,
Squire Sanders possesses nationally-recognized expertise in
bankruptcy matters, having been actively involved in major Chapter
11 cases, including, most recently that of Enron, Worldcom, Drug
Emporium, Kaiser and National Airlines, Inc.

Moreover, Mr. Stevens reports, Squire Sanders also has obtained a
detailed familiarity with AMERCO's business, capital structure
and financial affairs through its prepetition representation of
AMERCO and several of its non-debtor affiliates, including U-Haul
International.  Squire Sanders has represented AMERCO's affiliates
for years in matters involving corporate finance, litigation and
regulatory matters.  Most recently, AMERCO engaged Squire Sanders
to help plan and implement its restructuring and to serve as
general bankruptcy counsel in this case.

As AMERCO's counsel, Squire Sanders will:

    (a) Advise AMERCO with respect to its powers and duties as
        debtor-in-possession in the continued management and
        operation of its business and property;

    (b) Attend meetings and negotiating with representatives of
        creditors and other parties-in-interest and advising and
        consulting on the conduct of this Chapter 11 case,
        including all of the legal and administrative
        requirements of operating in Chapter 11;

    (c) Assist AMERCO with the preparation of its Schedules of
        Assets and Liabilities and Statements of Financial
        Affairs;

    (d) Advise AMERCO in connection with any contemplated sales
        of assets or business combinations, including the
        negotiation of asset, stock, purchase, merger or joint
        venture agreements, formulation and implement appropriate
        procedures with respect to the closing of any
        transactions and counseling the Debtor in connection with
        the transactions;

    (e) Advise AMERCO in connection with any postpetition
        financing and cash collateral arrangements and
        negotiating and drafting documents relating thereto,
        providing advice and counsel with respect to related
        prepetition financing arrangements, and negotiating and
        drafting documents;

    (f) Advise AMERCO on matters relating to the evaluation of
        the assumption, rejection or assignment of unexpired
        leases and executory contracts;

    (g) Advise AMERCO with respect to legal issues arising in or
        relating to its ordinary course of business including
        attendance at senior management meetings, meetings with
        AMERCO's financial and turnaround advisors and meetings
        of the Board of Directors;

    (h) Take all necessary action to protect and preserve
        AMERCO's estate, including the prosecution of actions on
        its behalf, the defenses of any actions commenced against
        it, negotiations concerning all litigation in which
        AMERCO is involved and objecting to claims filed against
        AMERCO's estate;

    (i) Prepare, on AMERCO's behalf, all motions, applications,
        answers, orders, reports and papers necessary to the
        administration of the estate;

    (j) Negotiate and prepare, on AMERCO's behalf, a plan of
        reorganization, disclosure statement and all related
        agreements or documents and taking any necessary action
        on AMERCO's behalf to obtain plan confirmation;

    (k) Attend meetings with third parties and participating in
        negotiations with respect to bankruptcy case matters;

    (l) Appear before the Court, any appellate courts and the
        U.S. Trustee and protecting the interests of the AMERCO's
        estate before the Court and the U.S. Trustee; and

    (m) Perform all other necessary legal services and providing
        all other necessary legal advice to AMERCO in connection
        with this Chapter 11 case.

Craig D. Hansen, Esq., a partner in Squire, Sanders & Dempsey,
informs Judge Zive that AMERCO paid Squire Sanders $50,000 prior
to the Petition Date as a retainer for prepetiton services.  As
of the Petition Date, Squire Sanders was paid for all known
prepetition fees and expenses -- a total of $666,472.  Thus, the
$50,000 Retainer remained unapplied as of the Petition Date.
However, Squire Sanders reserved the right to apply certain
amounts of the Retainer to fees and expenses accrued prepetition
but not discovered or otherwise accounted for until after the
Petition Date.  Squire Sanders will retain all remaining amounts
of the Retainer in trust during the pendency of this case to be
applied to any professional fees, charges and disbursements that
remain unpaid at the end of this case.

Mr. Hansen relates that Squire Sanders will provide AMERCO with
periodic invoices for services rendered and disbursements incurred
in accordance with applicable provisions of the Bankruptcy Code,
the Bankruptcy Rules and the Local Bankruptcy Rules for the
District of Nevada and this Court.  During the course of this
Chapter 11 case, the issuance of periodic invoices will constitute
requests for interim payment against the total reasonable fees and
reimbursement expenses to be determined at the conclusion of this
case.  For professional services, Squire Sanders' current
customary hourly rates are:

    Legal Assistants            $75 - 150
    Associates                  110 - 310
    Partners                    190 - 575

Consistent with Squire Sanders' policy, it will continue to charge
AMERCO for all other services provided and for other charges and
disbursement incurred in the rendition of services. The
disbursements include, among other things, costs for telephone
charges, photocopying, travel, business meals, computerized
research, messengers, couriers, postage, witness fees and other
fees related to trials and hearings.

Mr. Hansen assures the Court that Squire Sanders does not hold or
represent an interest adverse to AMERCO's estate.  Squire Sanders
is a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code, with respect to the matters for
which it is to be retained.  In addition, Squire Sanders'
professionals do not have any connection with AMERCO or its
affiliates, its creditors, its estate, any U.S. District Judge or
Bankruptcy Judge for the District of Nevada, the U.S. Trustee or
any person employed in the Office of the U.S. Trustee for Region
17, or any other party-in-interest, or their respective attorneys
and accountants.

                          *    *    *

On an interim basis, the Court authorizes AMERCO's employment of
Squire Sanders as its attorneys as of June 20, 2003, pursuant to
Sections 327(a) and 329 of the Bankruptcy Code. (AMERCO Bankruptcy
News, Issue No. 2; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


AMERICAN HOMEPATIENT: Emerges from Chapter 11 Proceedings
---------------------------------------------------------
American HomePatient, Inc. (OTCBB: AHOM) has successfully emerged
from bankruptcy protection effective Monday, pursuant to the
previously announced order by the U.S. Bankruptcy Court for the
Middle District of Tennessee confirming the Company's plan of
reorganization under Chapter 11 of the United States Bankruptcy
Code.

The Bankruptcy Court rejected a motion from the Company's secured
lenders requesting a stay of the ruling pending an appeal by the
secured lenders. The secured lenders then requested a stay of the
ruling from the United States District Court for the Middle
District of Tennessee, which also rejected the request Sunday. The
secured lenders have appealed the Court's order confirming the
plan.

As previously announced, the confirmed plan allows the Company to
continue its business operations uninterrupted, led by its current
management team, and accomplishes the Company's primary goal of
restructuring its long term debt obligations to its secured
lenders. In addition, the confirmed plan provides that the
Company's shareholders retain their equity interest in the
Company, and all of the Company's creditors and vendors will be
paid 100% of all amounts they are owed, either immediately or over
time with interest.

In other news, AHP also has received notice from NASDAQ that its
common stock has resumed trading on the Over the Counter Bulletin
Board (OTCBB).

The Company's common stock had temporarily traded on the National
Quotation Service Bureau (NQS), commonly known as the Pink Sheets.
Trading of the Company's common stock on the OTCBB will be
conducted under its current symbol, AHOM.

Founded in 1983, American HomePatient, Inc. is one of the nation's
largest home health care providers with 287 centers in 35 states.
Its product and service offerings include respiratory services,
infusion therapy, parenteral and enteral nutrition, and medical
equipment for patients in their home. Additional information about
the Company is available at http://www.ahom.com


AMERICAN MILLENNIUM: Shoos-Away Dohan and Company as Auditors
-------------------------------------------------------------
On May 26, 2003, American Millennium Company, Inc. notified its
accountants, Dohan and Company PA, CPA's, that they were being
dismissed as the Company's independent auditors. The Company's
Board of Directors made the decision to change accountants.

Dohan and Company PA, CPA's auditor's report on the financial
statements of the Company for the years ended July 31, 2002 and
2001, contained a going concern emphasis paragraph describing
substantial doubt about American Millennium's ability to continue
as a going concern.

On May 26, 2003, the Company engaged the firm of Gelfond Hochstadt
Pangburn, P.C. as the Company's independent auditors.


AMES DEPARTMENT: Gets Nod to Complete Mansfield Warehouse Sale
--------------------------------------------------------------
U.S. Bankruptcy Court Judge Gerber permitted Ames Department
Stores, Inc., and its debtor-affiliates to consummate the sale of
certain real property and warehouse facility located in Mansfield,
Massachusetts to AMB Institutional Alliance Fund II, L.P.  The
Debtors received no other bids for the Assets.

                         *     *     *

                          Backgrounder

Ames Department Stores, Inc., and its debtor-affiliates own a
distribution center located at 305 Forbes Boulevard in
Mansfield, Massachusetts.  The Property consists of 47 acres of
land and contains 275,000 square feet of rentable space,
including loading bays and all of the equipment at the Property.

                       The Purchase Agreement

The substantive terms and conditions of the Purchase Agreement
are:

A. Assets To Be Sold

   The Debtors will sell:

   (a) The Land and the Improvements and all easements,
       tenements, rights, licenses, privileges and appurtenances
       associated with the Distribution Center;

   (b) All equipment and furnishings and all other tangible
       personal property they own and located on the Premises on
       the Closing Date.

B. Purchase Price

   $18,000,000, which will be payable in cash through:

   (a) a $1,800,000 deposit that AMB delivered to the Debtors'
       co-counsel after executing the Purchase Agreement; and

   (b) a $16,200,000 balance that will be paid in cash at the
       Closing, subject to prorations and adjustments.

C. Closing

   Closing on the sale of the Property to AMB is to occur on the
   fifth business day after all conditions precedent in the
   Purchase Agreement have been satisfied or waived, but no
   event later than June 9, 2003.

Mr. Lissy asserts that AMB's offer is by far the best.  Mr.
Lissy notes that the Debtors have considered that:

   (a) the sale of the Property will enable the Debtors to
       realize $18,000,000;

   (b) the Property has been actively marketed and the Purchase
       Agreement represents the best firm offer that the Debtors
       have been able to obtain so far; and

   (c) the Property is no longer needed for the Debtors'
       operations and consequently, its continued maintenance
       requires the payment of continuing cots without any
       corresponding benefit to the Debtors. (AMES Bankruptcy
       News, Issue No. 39; Bankruptcy Creditors' Service, Inc.,
       609/392-0900)


ANIXTER INT'L: S&P Rates Proposed Senior Unsecured Notes at BB+
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'BB+' to Anixter
International Inc.'s proposed $305 million zero-coupon convertible
senior unsecured notes due 2033 (about $125 million net proceeds).
In addition, Standard & Poor's affirmed its 'BBB-' corporate
credit rating on Anixter International Inc. and subsidiary Anixter
Inc.

The rating on Anixter International's $305 million senior
unsecured LYONs reflects the effective subordination of the
holding company debt to debt at Anixter International's wholly
owned operating subsidiary Anixter Inc.

Chicago, Illinois-based Anixter is a leading distributor of wiring
systems for voice, data, and video. The outlook is negative.

The company benefits from its global capabilities, despite
participating in relatively narrow market segments. Revenues are
not expected to significantly improve in the near term, reflecting
economic weakness and lower levels of technology spending.

Despite weak industry conditions, Anixter has effectively managed
its cost structure and working capital levels, resulting in
positive free operating cash flow and debt reductions.

The proposed issue is expected to be used primarily to repay
existing debt.

"A sustained deterioration in debt protection measures could lead
to lower ratings," said Standard & Poor's credit analyst Martha
Toll-Reed.


ANTARES PHARMA: Commences Trading on OTCBB Effective July 1
-----------------------------------------------------------
Antares Pharma, Inc., announced that a Nasdaq Listing
Qualifications Panel determined to delist the Company's securities
from The Nasdaq SmallCap Market effective with the open of
business on Tuesday, July 1, 2003.

Previously, the Company requested an exception to certain of
Nasdaq's continued listing requirements. As part of its decision,
the Panel notified the Company that its shares of common stock was
immediately eligible for quotation on the OTC Bulletin Board
effective with the open of business on Tuesday, July 1, 2003. The
OTC symbol assigned to the Company is ANTR.

The Panel's decision followed a review on May 29, 2003, with
regard to the Company's compliance with Nasdaq's minimum bid price
and shareholders' equity requirements. The Panel acknowledged that
the Company had regained compliance with the bid price
requirement, but had failed to regain compliance with the
shareholders' equity requirement.

Antares Pharma develops pharmaceutical delivery systems, including
needle-free and mini-needle injector systems and transdermal gel
technologies. These delivery systems are designed to improve both
the efficiency of drug therapies and the patient's quality of
life. The Company currently distributes its needle-free injector
systems in more than 20 countries. In addition, Antares Pharma
conducts research and development with transdermal gel products
and currently has several products in clinical evaluation with
partners in the US and Europe. The Company is also conducting
ongoing research to create new products that combine various
elements of the Company's technology portfolio. Antares Pharma has
corporate headquarters in Exton, Pennsylvania, with manufacturing
and research facilities in Minneapolis, Minnesota, and research
facilities in Basel, Switzerland.

For more information, visit Antares Pharma's Web site at
http://www.antarespharma.com

Antares Pharma's March 31, 2003 balance sheet shows a working
capital deficit of about $4 million and a total shareholders'
equity deficit of about $3 million.


ATR SEMINARS: Airline Training Makes BIA Proposal to Creditors
--------------------------------------------------------------
Airline Training International Ltd. (TSX VENTURE EXCHANGE:ATS)
announced the board of directors of A.T.R. Seminars Inc., a wholly
owned subsidiary of Airline Training International has passed a
resolution to file a notice of intention to make a proposal and to
submit a proposal to creditors of ATR under the Bankruptcy and
Insolvency Act.

Robert Gilson, President of Airline Training International Ltd.
Said, "The continuing economic uncertainties of the airline
industry have adversely effected the ability of our subsidiary
company, A.T.R. Seminars Inc., to meet its ongoing financial
obligations at this time. ATR, as have many other flight schools
offering commercial pilot training programs, has been
significantly effected by the upheaval of the airline industry. We
have noticed a substantial decline in the number of students
enrolling in ATR's commercial flight training programs, despite
increased marketing efforts. Additionally, adverse weather
conditions during the winter and spring of 2003 at ATR's training
facility at the Toronto City Centre Airport resulted in lower than
budgeted flying hours by both commercial and recreational student
pilots, which substantially decreased anticipated revenues to ATR.
Airline Training International Ltd. has continued to supported the
operations of ATR over the past months by way of loans and other
financial assistance, and management of the company has actively
been seeking additional capital by way of outside investors,
however, at this time, given the uncertainties in industry, it was
determined that a proposal to creditors under the Bankruptcy and
Insolvency Act by ATR offers the best chance for ATR to continue
in operation."

Mintz and Partners Limited has been appointed Trustee under the
proposal to be made by ATR to receive moneys payable under the
proposal and to make distributions to creditors of ATR. ATR has
appointed Geoff Reed to act as interim restructuring officer to
act on behalf of the company with respect to the proposal.

Anthony Wilshere and Carlos Monsalve resigned as directors and
Robert Gilson resigned as President of A.T.R. Seminars Inc.,
effective June 30, 2003.


BALTIMORE MARINE: US Trustee Appoints Creditors' Committee
----------------------------------------------------------
The United States Trustee for Region 4 appointed five creditors to
serve on an Official Committee of Unsecured Creditors in Baltimore
Marine Industries, Inc.'s Chapter 11 case:

       1. International Association of Machinists &
             Aerospace Workers and Lodge S-33
          c/o Fred Perillo, Esquire
          1555 N. River Center Drive, Suite 202
          Milwaukee, WI 53212
          Phone: (414) 271-4500
          Fax: (414) 271-6308
          email: FP@Previant.com

       2. RAM Contracting Services, LLC
          c/o Andrew Rodriguez, President
          106 Dekitt Circle
          Daphne, AL 36526
          Phone: (251) 625-2625
          Fax: (251) 625-0334
          email: RAMServicesLLC@aol.com

       3. Waste Management of Maryland - Baltimore
          c/o Clayton A. Mitchell, Esquire
          Hoon & Associeates, LLC
          104 S. Cross Street
          Chestertown, MD 21620
          Phone: (410) 778-6600
          Fax: (410) 778-6637
          email: pwhesq@dmv.com

       4. Harbor Tech, Inc.
          c/o Michael A. Ortt, President
          825 N. North Point Road
          Baltimore, MD 21237
          Phone: (410) 325-7080
          Fax: (410) 325-7082

       5. Dunbar Guard, Inc.
          c/o C. Martin Fisher, Chief Financial Officer
          50 Schilling Road, Hunt Valley, MD 21031
          Phone: (410) 229-1960
          Fax: (410) 229-1961
          email: 1960@dunbararm.com

The Committee selects Andrew Rodriguez as their Chairman and
engages Douglas S. Draper, Esq. at Heller, Draper, Hayden, Patrick
& Horn, LLC as its Counsel.

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

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.


BIOVEST INT'L: Accentia Acquires Controlling Interest for $20MM
---------------------------------------------------------------
Accentia, Inc., a Hopkins Capital Group portfolio company and
Biovest International jointly announced Accentia's acquisition of
an 81% equity interest in Biovest for a purchase price of $20
million dollars in cash and notes. Accentia is a privately held
specialty pharmaceutical and services company.

The closing of this transaction provides additional resources for
Biovest, including access to additional working capital
infrastructure and biopharmaceutical relationships.  Biovest is
conducting a pivotal Phase III trial of its personalized
therapeutic cancer vaccine for non-Hodgkins lymphoma in
cooperation with the National Cancer Institute.  Additionally,
Biovest plans to expand its core businesses of contract biologic
production and manufacturing of cell culture systems using its
patented technology. Biovest is currently planning a validated
facility for the production of personalized biological
therapeutics, integrating its patented and proprietary hollow
fiber cell culture systems and processes.

Stephane Allard, MD the newly appointed President and CEO of
Biovest, stated, "We are delighted to be partnering with Accentia
to accelerate development efforts of this personalized therapeutic
cancer vaccine and to continue to grow Biovest's core cell culture
business."

Frank O'Donnell, MD Chairman of Accentia, commented, "As a
specialty pharmaceutical company, we are pleased to have the
opportunity to support the development of the Biovest autologous
non-Hodgkins lymphoma therapeutic cancer vaccine.  We believe that
this technology will advance the future of personalized, targeted,
non-toxic, and efficacious therapies for cancer.  The NCI and
Biovest are to be congratulated in pioneering the development of
this important technology."

Biovest International, Inc., is a biotechnology company that
develops, manufactures and markets cell culture systems.  For the
past 10 years the company has been designated, by the National
Institutes of Health, as the National Cell Culture Center. Through
its proprietary technology, Biovest provides cell culture services
to research institutions, biotechnology companies and the
pharmaceutical industry.  The company is the holder of a
Cooperative Research and Development Agreement with the National
Cancer Institute for the commercialization of a personalized
biologic therapeutic cancer vaccine for the treatment of non-
Hodgkins lymphoma.  For more information on Biovest go to
http://www.Biovest.com

Accentia, Inc. is a specialty pharma-services organization that
provides comprehensive biopharmaceutical services, including
product commercialization, clinical manufacturing, contract sales,
and product distribution.  For more information on Accentia go to
http://www.Accentia.net  Hopkins Capital Group, LLC is a private
equity fund focused on the development of early-stage significant
and disruptive technologies in healthcare.  For more information
on Hopkins Capital Group go to http://www.hopkinscap.com

L.G. Zangani, LLC provides financial public relations service to
the Company. As such L.G. Zangani, LLC and/or its officers, agents
and employees, receives remuneration for public relations and or
other services in the form of monies, capital stock in the
Company, warrants or options to purchase capital in the Company.

Biovest International's March 31, 2003 balance sheet shows a
working capital deficit of about $3 million, and a total
shareholders' equity deficit of about $1.3 million.


BROADBAND WIRELESS: Takes Action to Fulfill Reorganization Plan
---------------------------------------------------------------
Broadband Wireless International Corporation (OTC Bulletin
Board:BBAN) announced a number of developments that will enable
the company to fulfill the plan of reorganization approved by the
court on July 30, 2002.

In consideration of providing the previously announced insurance
guarantee bond to BBAN the Board of Directors was reorganized
adding Messrs. Paul Harris, Ben Stanley and John Walsh, joining
Keith McAllister, Dr. Ron Tripp and William Higgins.

An offering of the "Arkansas Timber Commodity" was presented to
BBAN by Paul Harris and Ben Stanley to be used to create liquidity
for the company.

The board effected a transaction on June 24th and has acquired a
significant amount of timber acreage and a timber purchase
contract with International Paper Company in Arkansas (Cutting
process to begin on July 20th, 2003). The Certified Professional
Forester report values the acreage at above $31 million dollars.

The board passed a resolution to ledger, originate and release the
"Arkansas Timber Commodity offering" and add the Timber Deeds held
in safe keeping at Hancock Bank in Gulfport, Mississippi on behalf
BBAN, and the Insurance Guarantee Bond held in safe keeping at
Republic Bank & Trust in Oklahoma on behalf BBAN as assets to the
Broadband Wireless International Corporation.

The imminent funding from these activities will fulfill the plan
of reorganization approved by the court on July 30th, 2002. With
the plan fulfilled, BBAN will be able to exit Chapter 11 with all
debts paid and assets generating cash flow in place and allowing
funding for other projects.


BUDGET GROUP: US Trustee Amends Creditors Committee Appointments
----------------------------------------------------------------
The United States Trustee amends the appointment of the members
of the Official Committee of Unsecured Creditors of Budget Group
Inc., to reflect BT North America, Inc.'s resignation effective
June 18, 2003.  The Committee is now composed of:

    A. Wells Fargo Bank Minnesota, as Indenture Trustee,
       Attn: Lisa A. Miller
       Sixth Street & Marquette Avenue, Minneapolis, MN
       Tel: (612) 667-1916   Fax: (612) 667-9825

    B. R Investments, LDC
       Attn: Scott McCarty
       c/o Amalgamated Gadget LP, 301 Commerce St., Fort Worth, TX
       Tel: (817) 332-9500   Fax: (817) 332-9606

    C. Delaware Investments
       Attn: Carl Mabry
       2005 Market Street, Philadelphia, PA
       Tel: (215) 255-1667   Fax: (215) 255-1296

    D. Wilmington Trust Company, as Indenture Trustee
       Attn: Steven M. Cimalore
       Rodney Square North, 1100 Market Street, Wilmington, DE
       Tel: (302) 636-6058   Fax: (302) 651-8882

    E. JP Morgan Chase Bank, as Indenture Trustee
       Attn: Francis J. Grippo, Vice President
       15th Floor, 450 West 33th Street, New York, NY
       Tel: (212) 946-3358   Fax: (212) 946-8430

    F. Safelite Glass Corp.
       Attn: Douglas A. Herron
       2400 Farmers Drive, Columbus, OH
       Tel: (614) 210-9199   Fax: (614) 210-9197
(Budget Group Bankruptcy News, Issue No. 22; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


CABLE DESIGN: S&P Affirms BB Corp. Credit & Senior Debt Ratings
---------------------------------------------------------------
Standard & Poors Ratings Services affirmed its 'BB' corporate
credit and senior secured debt ratings on Cable Design
Technologies Corp. At the same time, Standard & Poor's assigned
its 'B+' rating to CDT's proposed $110 million subordinated
convertible note offering. The outlook was revised to negative
from stable, reflecting weakened profitability combined with a
modest increase in leverage. Pittsburgh, Pennsylvania-based CDT
had $85 million of debt outstanding as of April 30, 2003.

Proceeds from the proposed notes offering are expected to be used
to pay down existing $85 million of bank debt in its entirety and
to repurchase stock. Funded debt outstanding will increase by
approximately $20 million, the difference between net proceeds
from the note offering and existing debt outstanding.

The note transaction is not expected to add cash to CDT's balance
sheet, and the termination of the bank facility will eliminate the
revolving credit component, which had availability of $69 million
as of April 30, 2003. CDT is expected to replace the revolving
credit facility with a new one, albeit at a reduced amount

"We expect that cost-cutting actions and stabilization in revenues
will lead to improvements in profitability in fiscal 2004," said
Standard & Poor's credit analyst Joshua Davis. "However, if market
conditions have not stabilized, CDT may not be able to improve
profitability, which could result in a lowering of the rating."


CABLE DESIGN: Preparing $110MM Convertible Sub. Debenture Offer
---------------------------------------------------------------
Cable Design Technologies Corporation (NYSE: CDT) plans to offer,
subject to market and other conditions, approximately $110 million
aggregate principal amount of its Convertible Subordinated
Debentures due 2023 through an offering within the United States
to qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933 and outside the United States to non-U.S.
persons pursuant to Regulation S under the Securities Act.  The
number of shares issuable upon conversion of the debentures is to
be determined by negotiations between the company and the initial
purchaser of the debentures.

The company stated that it expects to grant the initial purchaser
a 30-day option to purchase up to an additional $16.5 million
principal amount of debentures.

The company intends to use the net proceeds of the offering (1) to
repay approximately $83 million of indebtedness, representing
substantially all of the current amount outstanding under the
company's bank facilities, (2) for repurchases of up to $20
million of shares of its common stock in negotiated transactions
simultaneous with the issuance of the debentures or immediately
thereafter in market repurchases and (3) for general corporate
purposes.

As previously reported in Troubled Company Reporter, Standard &
Poor's lowered the corporate credit rating on Cable Design
Technologies Corp. to 'BB' from  'BB+'. At the same time, Standard
& Poor's assigned a 'BB' rating to CDT's $200 million unsecured
credit facility, which expires in January 2005. Also, Standard &
Poor's removed its outstanding ratings on CDT from Credit Watch
where they were placed on February 1, 2002. Rating outlook was
stable.


CHASE MORTGAGE: Fitch Rates Class B-3 and B-4 Notes at BB/B
-----------------------------------------------------------
Chase Mortgage Finance Trust's $486.3 million mortgage pass-
through certificates, series 2003-S3 classes A-1 through A-9, A-X,
A-P, and A-R (senior certificates) are rated 'AAA' by Fitch
Ratings. In addition, Fitch rates class B-1 ($7.5 million) 'A+',
class B-2 ($3.5 million) 'BBB', privately offered class B-3 ($1
million) 'BB' and privately offered class B-4 ($800,000) 'B'. The
privately offered class B-5 ($1 million) is not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 2.75%
subordination provided by the 1.50% class B-1, 0.70% 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).
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 primary
servicing capabilities of Chase Manhattan Mortgage Corporation
(rated 'RPS1' by Fitch).

The mortgage loans consists of conventional, fully amortizing, 30-
year fixed-rate, mortgage loans secured by first liens on one- to
four-family residential properties with aggregate principal
balance of $500,089,810, as of the cut-off date, June 1, 2003. The
mortgage pool has a weighted average original loan-to-value ratio
(OLTV) of 65.47% with a weighted average mortgage rate of 5.868%.
The mortgage pool has a weighted average OLTV of 65.05%. The
weighted-average FICO score of the loans in the pool is 733 and
approximately 65.60% and 8% 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 3% of the pool, cash-out
refinance loans 20.8%, condominium properties are 4.9%, co-ops are
2%, and second homes are 2.5%. The average loan balance is
$499,092 and the loans are primarily concentrated in California
(31.6%), New York (15.6%) and Maryland (6.2%).

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

Citibank, N.A. will serve as trustee. Chase Mortgage Finance
Corporation, 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 one
or more real estate mortgage investment conduits.


CHIQUITA BRANDS: Completes Puerto Armuelles Fruit Asset Sale
------------------------------------------------------------
Chiquita Brands International (NYSE: CQB) completed the previously
announced sale of its Puerto Armuelles Fruit Co., division to a
local worker cooperative led by members of the Armuelles banana
workers union.  The cooperative also entered into a 10-year
contract to sell fruit to Chiquita at market prices.  Chiquita is
providing the new owners with technical support in agricultural
and logistics operations.

The purchase price paid to Chiquita for PAFCO's assets was
approximately $20 million.  Proceeds of the sale include
approximately $15 million in cash financed by a Panamanian bank
and a $5 million note receivable.  The cooperative will repay this
$5 million loan from Chiquita by discounting the fruit price
during the initial years of the contract by 20 cents per box.
Under the sale agreement, Chiquita will pay approximately $20
million to cover the costs of workers' severance and other
liabilities.

As a result of this sale and productivity improvements taken
before the transaction was completed, the company expects its
costs related to Armuelles to be approximately $12 million lower
in 2003 compared to 2002 levels.

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

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

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


CLUBCORP INC: S&P Ratchets Corporate Credit Rating Down to B
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on ClubCorp Inc., to 'B' from 'B+'. The rating was removed
from CreditWatch where it was placed on Oct. 31, 2002. The outlook
is stable.

"While the company has completed an important re-financing of its
bank debt with mortgage debt, it and other leisure-sector players
face an uncertain outlook that makes discretionary cash flow less
assured," said credit analyst Andy Liu.

Dallas, Texas-based country club and golf resort operator ClubCorp
had about $678 million of debt outstanding on March 31, 2003.
Concurrent with the rating action, Standard & Poor's withdrew its
corporate credit rating on the company.

The company's operating performance is still being pressured by
the weak economy and low consumer confidence. Like most of its
peers in the lodging industry, ClubCorp's golf resorts are
experiencing a mild decline in revenue. Overall, assuming the
economy does not deteriorate further, the company's revenue and
margins from continuing operations could be flat compared to
fiscal 2002 results. ClubCorp is continuing its divestiture of
public golf facilities, which should generate some cash and
enhance margins in the intermediate term.


CONCERT INDUSTRIES: Misses Interest Payment on 8.5% Debentures
--------------------------------------------------------------
Concert Industries Ltd., has not completed the issuance of common
shares in payment of semi-annual interest of $1.05 million due
today on the company's 8.5% Convertible Unsecured Subordinated
Debentures. In order to complete the issuance of the shares, the
company must receive a waiver of default from the holders of its
Senior Indebtedness. If the waiver is received prior to the expiry
of a 5-day cure period under the Debentures, the company can
complete the issuance of shares in satisfaction of the interest
due.

The company is presently in discussions with its senior lenders
regarding the necessary waivers. However, there can be no
assurance that such waivers will be obtained. If the company is
unable to issue the shares in payment of the interest due, an
Event of Default would result under the Debentures.

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


CONSECO FIN.: Committee Sues Lehman Brothers & Affiliates
---------------------------------------------------------
The Official Committee of Unsecured Creditors of Conseco Finance
Corp., and Conseco Finance Service Corporation has filed an
Adversary Proceeding against Lehman Brothers, Inc., Lehman
Commercial Paper, Inc., Lehman ALI, Inc., Green Tree Finance Corp.
V, and Green Tree Residual Finance Corp. 1.

Harvey J. Barnett, Esq., at Much, Shelist, Freed, Denenberg, Ament
& Rubenstein, explains that the Action arises because Lehman
asserts secured claims that should be disallowed due to failure to
perfect security interests, receipt of preferential transfers and
receipt of unjustified fees on the eve of bankruptcy.  For
example, Lehman "extracted $21,000,000 in so-called fees and
$90,000,000 in additional collateral from the CFC Debtors and the
Green Tree Defendants under two 'forbearance agreements,' which
Lehman demanded as a prerequisite to continue financing the CFC
Debtors and Green Tree."  Lehman knew that Green Tree could not
continue operations without this capital and would either have to
sell itself or file for bankruptcy.  Lehman used this knowledge to
extract the fees and collateral in return for obviously worthless
forbearance agreements.  At the same time, Lehman was attempting
to orchestrate a sole of the CFC Debtors and Green Tree to a
cherry-picked buyer with undisclosed ties to Lehman.

                            Count I
             Facilities are Secured Loans, not Sales

Mr. Barnett explains that Lehman knew that Green Tree V was
struggling financially.  Lehman offered to buy certain assets from
Green Tree V.  As part of the Sale Agreement, Green Tree V agreed
to buy back its assets at a fixed date for an amount greater than
the original purchase price.  This structure has exactly the same
effect as Green Tree V borrowing money from Lehman at an agreed
upon interest rate and pledging the assets as collateral.
Therefore, this arrangement was not a true sale, but a secured
loan.  As proof, Lehman inserted inconsistent language into the
Agreement labeling the transaction a "sale" in an effort to avoid
the unfavorable treatment that a security interest might receive
in a bankruptcy.

                            Count II
                   Substantive Consolidation

The CFC Committee wants the estates of Green Tree V and Green Tree
Residual Financing Corp. substantively consolidated with CFC's
bankruptcy estate to create one common pool of assets and
liabilities and a single body of creditors and to extinguish the
intercorporate liabilities of the consolidated entities.  The CFC
Committee points out that CFC created Green Tree at the request
and direction of Lehman to serve as "special purpose entities,"
vehicles created solely to serve as the conduits through which
CFC would transact business with Lehman.  CFC organized and
managed the Green Tree Entities to serve as a conduit for
transferring property interests from CFC to Lehman and
transferring funds to CFC from Lehman.  Lehman has been the only
creditor of the Green Tree Entities.

                             Count III
                        Declaratory Relief
                   Lehman is Initial Transferee

Around September 2002, Lehman perceived that the CFC Debtors were
in dire need of additional financing to avoid bankruptcy.  Lehman
would only extend additional financing if the CFC Debtors pledged
additional property interests and fees.  Accordingly, Lehman
demanded that CFC sign "forbearance" agreements and pay attendant
fees.  However, Mr. Barnett alleges that Lehman had no intention
of providing adequate financing for the CFC Debtors.  Instead,
the transaction was designed to extract millions of dollars in
fees from CFC and, at the same time, increase the indebtedness
and collateral of CFC and Green Tree under the pre-existing loan
agreements.  Lehman accomplished this while actively pursuing the
sale of CFC to a chosen buyer.  Specifically, under the
forbearance agreements, CFC and Green Tree provided additional
collateral worth $90,000,000 and paid $21,000,000 in fees to
Lehman, even though Lehman had no intention of providing
additional financing.

                             Count IV
                        Declaratory Relief
                  CFC is the Real Party-in-interest

The Court should issue a declaratory judgment that pierces the
corporate veil of Green Tree V and Green Tree Residual Financing
Corp. and holds that CFC is the real party-in-interest under
Lehman's financings.  Mr. Barnett contends that the Green Tree
Entities have served as mere conduits for CFC's business
transactions, serving as pass-through mechanisms, transferring
CFC's security interests to Lehman and transmitting the funds
from Lehman to CFC.  The Green Tree Entities had no independent
business operations or functions.

                             Count V
                      Avoidance and Recovery
                  Unperfected Security Interests

The Committee wants to avoid $410,000,000 in interests that were
transferred by CFC but were not properly perfected by Lehman
Brothers.

                             Count V
                      Avoidance and Recovery
                  Unperfected Security Interests

The Committee wants to avoid $410,000,000 in preferential
transfers.  The transfers under the various Lehman Loans
constitute transfers of CFC's interest in property.  However, at
the time of these transfers, CFC was "insolvent" for purposes of
Section 101(32) of the Bankruptcy Code.

                            Count VI
                      Avoidance and Recovery
                      Preferential Transfers

The Committee wants to avoid $410,000,000 in fraudulent
transfers.  Each of the transfers related to Lehman Loans was
made within one year before the Petition Date.  However, CFC
received less than a reasonably equivalent value in exchange for
the Transfers.  At the time of the Transfers, Mr. Barnett points
out that CFC was insolvent or became insolvent as a result of the
transfer and was engaged in a business or transaction for which
property remaining with CFC was unreasonably small capital.

                            Count VII
                      Avoidance and Recovery
                      Fraudulent Conveyances

According to Mr. Barnett, the Lehman Transfers constituted a
transfer of an interest of CFC in property.  CFC received less
than a reasonably equivalent value or fair consideration in
exchange.  At the time of the Transfer, CFC was "insolvent" or
became insolvent as a result of the transfer and had a creditor
holding an allowed unsecured claim.

                      Count VIII (State Law)
                      Avoidance and Recovery
                      Fraudulent Conveyances

The Lehman Transfers constituted a transfer of an interest of CFC
in property.  CFC received less than a reasonably equivalent
value or fair consideration in exchange.  At the time of the
Transfer, CFC was "insolvent" or became insolvent as a result of
the transfer and had a creditor with an allowed unsecured claim.

                             Count IX
                      Equitable Subordination

The Committee also wants all Lehman claims subordinated to the
unsecured creditors of the CFC Debtors and Green Tree Entities.
Lehman knew that CFC would not continue as an operating business
and embarked on a course to control the disposition of CFC and
the Green Tree Entities while failing to disclose the true
intentions.  Lehman extracted the fees and collateral while
disrupting the business with demands for access to CFC's records
and facilities.  Indeed, Lehman sent 20 employees to perform due
diligence on CFC, an arrangement more typical of a prospective
purchaser than an ordinary lender.  This was to prepare CFC for
sale to CFN Investment Holdings, an entity with an undisclosed
relationship to Lehman.

                        Count X (Alternative)
                      Equitable Subordination

The $21,000,000 in fees extracted by Lehman would have been part
of CFC's estate in this proceeding and available for the payment
of unsecured creditor claims.  However, Lehman was successful in
pocketing these funds in exchange for false promises and
misrepresentations less than 60 days before the CFC Petition
Date.  Mr. Barnett says that equity demands that Lehman's claims
be subordinated to those of the CFC Committee and other unsecured
creditors to the extent, and in the amount, of the $21,000,000 in
fees wrongfully earned.

                             Count XI
                    Objection to Proof of Claim

The Committee objects to any and all claims asserted by Lehman
against the CFC Debtors to the extent Lehman does not turn over
property or pay any amount for which they are liable under
Section 550 of the Bankruptcy Code or otherwise. (Conseco
Bankruptcy News, Issue No. 27; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


CONSECO INC: Resolves Claims Dispute with Maxwell E. Bublitz
------------------------------------------------------------
Conseco Inc., Conseco Capital Management and CIHC, ask the Court
to approve their stipulation with Maxwell E. Bublitz.

Mr. Bublitz filed Proof of Claim Nos. 49672-007287 and 49674-
000248 alleging rights and entitlement to indemnification,
contribution, reimbursement and other unspecified payments arising
out of his performance as the Debtors' officer.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, tells the Court
that Mr. Bublitz's services and skills are essential to the
success of the Debtors' reorganization process and it is
beneficial to maintain his presence at the Debtors.

In the Stipulation, the Parties agree that:

    (a) Mr. Bublitz's Claims are withdrawn;

    (b) the withdrawal does not constitute a waiver of Mr.
        Bublitz's valid rights of set-off or defenses of any kind;

    (c) the Stipulation does not constitute an admission of
        validity of Mr. Bublitz's rights of set-off;

    (d) the Existing Contract between the Debtors and Mr. Bublitz
        is terminated with no repercussions; and

    (e) Mr. Bublitz and CCM will enter a new Employment Agreement.

Mr. Sprayregen says that the Stipulation benefits the estate
because Mr. Bublitz is withdrawing his Claims.

Pursuant to an employment agreement, Mr. Bublitz's employment as
CCM's Chief Executive Officer will end on March 31, 2004.
Mr. Bublitz will receive $400,000 as annual base salary with the
opportunity to earn a Target Bonus of up to $450,000 if financial
objectives are met.  Mr. Bublitz will be paid a $450,000 immediate
cash bonus.  CCM will maintain its term life insurance policy on
Mr. Bublitz with a $500,000 face amount. (Conseco Bankruptcy News,
Issue No. 27; Bankruptcy Creditors' Service, Inc., 609/392-0900)


CROSS MEDIA: Secures Nod to Employ Ordinary Course Professionals
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave its stamp of approval to Cross Media Marketing Corporation
and its debtor-affiliates' application to employ the professionals
they utilize in the ordinary course of their businesses, without
the submission of separate employment applications, affidavits,
and the issuance of separate retention orders for each such
individual professional.

The Debtors obtained Court permission to pay each Ordinary Course
Professional, without a prior application to the Court, 100% of
the fees and disbursements incurred, upon the submission of an
appropriate invoice setting forth in reasonable detail the nature
of the services rendered and disbursements actually incurred, up
to $25,000 per month, in the aggregate, for all Ordinary Course
Professionals.

In the event that any individual Ordinary Course Professional
seeks more than $20,000 in one month, that professional will be
required to file a fee application for the full amount of their
fees.

The two professionals currently retained are Hall Dickler Kent
Goldstein & Wood LLP and Grant Thornton.

Hall Dickler has been the Debtors' marketing and FTC compliance
counsel and is very familiar with the Debtors' business in this
highly regulated industry. Particularly, the Debtor recently
entered into a settlement with the FTC, which, in addition to
imposing a civil penalty, requires the Debtors' compliance with
various FTC regulations and other stipulated restrictions. Many of
those restrictions may still be applicable to the Debtors' ongoing
collection of receivables.

Grant Thornton is the Debtors' auditor and accountant and will
continue to perform accounting work, prepare required reports and
financial statements and provide tax advise to the Debtors as it
has in the past.

The continued employment of the Ordinary Course Professionals, who
are already familiar with the Debtors' business affairs will avoid
disruption of the Debtors' day-to-day business operations and will
enable an efficient wind-down of the Debtors' businesses.

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.


CWMBS INC: Fitch Rates Class B-3 & B-4 P-T Certificates at BB/B
---------------------------------------------------------------
CWMBS, Inc.'s mortgage pass-through certificates, CHL Mortgage
Pass-Through Trust 2003-26 classes 1-A-1 through 1-A-6, 2-A-1
through 2-A-4, A-R and PO (senior certificates, $930,524,998) are
rated 'AAA' by Fitch Ratings. In addition, Fitch rates class M
($9,975,000) 'AA', class B-1 ($3,325,000) 'A', class B-2
($2,375,000) 'BBB', class B-3 ($1,425,000) 'BB' and class B-4
($950,000) 'B'.

The 'AAA' rating on the senior certificates reflects the 2.05%
subordination provided by the 1.05% class M, 0.35% class B-1,
0.25% class B-2, 0.15% privately offered class B-3, 0.10%
privately offered class B-4 and 0.15% 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 primary
servicing (rated 'RPS1' by Fitch) and master servicing (rated
'RMS2' by Fitch) capabilities of Countrywide Home Loans Servicing
LP -, a direct wholly owned subsidiary of Countrywide Home Loans,
Inc.

The certificates represent ownership in a trust fund, which
consists primarily of 2 separate mortgage Loan Groups. Each of the
classes 1-A-1 through 1-A-6, A-R, and PO-1 Component (the Group 1
senior certificates), and the classes 2-A-1 through 2-A-4 and PO-2
Component (the Group 2 senior certificates) will receive interest
and/or principal from its respective mortgage loan group. If on
any distribution date, the available funds from one loan group is
insufficient to make distributions of interest and/or principal on
that related senior certificate group, available funds from the
other loan group, after first making the interest and/or principal
distribution on its related senior certificates, will be available
to cover shortfalls of interest and/or principal distributions on
the loan group's senior certificates, before any distributions of
interest and/or principal are made to the subordinate
certificates.

Loan Group 1, consisting primarily of 30-year fixed-rate mortgage
loans, demonstrates an approximate weighted-average original loan-
to-value ratio (OLTV) of 69.25%. Approximately 67.04% of the loans
were originated under a reduced documentation program. Cash-out
refinance loans represent 11.36% of the mortgage pool and second
homes 4.79%. The average loan balance is $484,304. The weighted
average FICO credit score is approximately 740. The three states
that represent the largest portion of mortgage loans are
California (60.58%), New Jersey (3.10%) and Illinois (2.58%). The
pool is 82.43% funded as of the closing date June 30, 2003.

Loan Group 2, consisting primarily of 15-year fixed-rate mortgage
loans, demonstrates an approximate weighted-average OLTV of
60.15%. Approximately 43.08% of the loans were originated under a
reduced documentation program. Cash-out refinance loans represent
19.04% of the mortgage pool and second homes 3.74%. The average
loan balance is $525,078. The weighted average FICO credit score
is approximately 748. The three states that represent the largest
portion of mortgage loans are California (46.99%), New York
(4.77%) and Texas (3.76%). The pool is 100% funded as of the
closing date June 30, 2003.

The collateral characteristics provided for each loan group above
are based off the mortgage loans as of the closing date (June 30,
2003). Fitch ensures that the deposits of subsequent loans conform
to representations made by CHL.

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

Approximately 96.26% and 3.74%, 92.52% and 7.48% of the mortgage
loans as of the closing date in Loan Groups 1 and 2, respectively,
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 LTVs, 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 the trustee. For federal income tax purposes, an
election will be made to treat the trust fund as multiple real
estate mortgage investment conduits.


CYTO PULSE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Cyto Pulse Sciences, Inc.
        P.O. Box 609
        Columbia, Maryland 21045

Bankruptcy Case No.: 03-59544

Type of Business: Inventing, developing and manufacturing medical
                  equipment and devices for laboratory
                  applications

Chapter 11 Petition Date: June 12, 2003

Court: District of Maryland (Baltimore)

Judge: James F. Schneider

Debtor's Counsel: Alan M. Grochal, Esq.
                  Stephen M. Goldberg, Esq.
                  Tydings and Rosenberg
                  100 E. Pratt St., Fl. 26
                  Baltimore, MD 21202
                  Tel: 410-752-9700
                  Fax : 410-727-5460

Total Assets: $1,913,305 (as of June 30, 2002)

Total Debts: $19,469,309 (as of June 30, 2002)

Debtor's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Ichor Medical Systems, Inc.                        $13,648,750
6310 Nancy Ridge Drive
Suite 107
San Diego, CA 92121

Arter & Hadden, LLP                                 $4,304,808
PO Box 75906
Cleveland, Ohio 44101

James H. Laughlin, Jr.                                $185,212

Rhinehart, Howard E.                                   $90,570

Seltzer Caplan McMahon Vitek                           $86,516

Joyce, Elizabeth M.                                    $61,138

Gustavson, Paul K.                                     $58,799

MD Bio                                                 $57,443

Joyce, Elizabeth M.                                    $56,250

Eljay Division                                         $42,018

Marvin Townsend, Esq.                                  $15,895

The Eager Street Group                                 $14,326

The Hartford                                            $7,705

Petty, Brian T.                                         $6,881

Katten Munchin Zavis Rosenman                           $6,725

Jones, Kathleen                                         $5,619

Richard Rosenthal, Esq.                                 $4,562

Prime Rate Premium Finance                              $1,166

MIE Properties, Inc.                                   Unknown


DALEEN TECH: Going Concern Viability May Hinge on Allegiance
------------------------------------------------------------
Daleen Technologies, Inc. reports that it has received payment
from Allegiance Telecom, Inc., the Company's largest outsourcing
services customer, for a portion of amounts due to the Company for
services performed prior to the filing by Allegiance on May 14,
2003 for relief under Chapter 11 of the U.S. Bankruptcy  Code.

The Company also received from Allegiance, on a timely basis,
payment for post-petition services provided by the Company.  Since
the Allegiance filing, the Company has continued to provide
outsourcing services to Allegiance in the ordinary course of
business between the parties.

While the Company anticipates that it will continue to do business
with Allegiance while it restructures its operations, there can be
no assurance that this business relationship will continue during
the course of the Chapter 11  proceedings.  If Allegiance ceases
to do business with the Company and the Company fails to obtain
additional financing or fails to engage in one or more strategic
alternatives, it may have a material adverse effect on the
Company's ability to operate as a going concern.

Daleen Technologies, Inc. is a global provider of high performance
billing and customer care software solutions that manage the
revenue chain for traditional and next-generation communication
service providers, retailers and distributors of digital media,
and technology solutions providers.


DEAN FOODS: Will Acquire Interest in Horizon Organic for $216MM
---------------------------------------------------------------
Dean Foods Company (NYSE: DF) and Horizon Organic Holding
Corporation (Nasdaq: HCOW) has signed a definitive agreement by
which Dean Foods will acquire the 87% equity interest in Horizon
Organic it does not currently own. Dean Foods will purchase the
remaining 87% interest in Horizon Organic for a cash price of
approximately $216 million, or $24 per share and will assume
approximately $40 million in debt.  The transaction, which was
approved by the board of directors of both companies, is expected
to close during the fourth quarter of 2003.  The transaction is
subject to approval by Horizon Organic's shareholders and
expiration of the waiting period under the Hart-Scott Rodino
Antitrust Improvements Act.

Horizon Organic markets the leading brand of certified organic
foods in the United States and the leading brand of certified
organic milk in both the United States and the United Kingdom.  In
2002, Horizon Organic reported revenues of approximately $187
million, and in April 2003, the company announced that it had
reached a milestone of $200 million in annual sales. Horizon
Organic's product line in the United States includes organic milk,
a full line of organic dairy products and organic juices, pudding,
fruit jels and eggs.  In the U.K., the company markets and sells
organic milk, yogurt and butter under the Rachel's Organic brand.

"We are extremely pleased to add the number one organic milk and
dairy brand to our portfolio of branded products," said Gregg
Engles, Chairman and Chief Executive Officer of Dean Foods.  "Our
acquisition of Horizon Organic evidences our commitment to the
growth of healthy, better-for-you products. We are also very
excited to have the opportunity to join forces with the Horizon
Organic management team and continue to build upon their passion
and commitment to organic foods."

"We are very excited about the opportunities the partnership with
Dean Foods presents for Horizon Organic, its shareholders,
producers, processors, customers and consumers.  With Dean Foods'
substantial processing, distribution and marketing resources, we
look forward to accelerating our growth and strengthening the
leadership position of the Horizon Organic brands," said Chuck
Marcy, President and Chief Executive Officer of Horizon Organic.
"We are especially excited to leverage Dean Foods' unique national
refrigerated distribution system, to expand the distribution of
Horizon Organic branded milk, dairy and juice products.  This will
allow us to further support and encourage greater organic milk and
organic crop production.  We are confident that this combination
is the best way to ensure the future growth and extension of both
the Horizon Organic and Rachel's Organic brands."

"Offering customers both the Horizon Organic and Silk brands
within our organic product portfolio makes us the clear leader in
the organic category," continued Engles.  "Horizon Organic has
experienced tremendous growth, and its organic leadership position
in both the United States and the U.K. represents a very
compelling strategic fit for us."

Horizon Organic will continue to be headquartered in Boulder,
Colorado and Chuck Marcy will report to Gregg Engles.  Dean Foods
expects the transaction to be neutral to slightly accretive to
earnings in the first full year after closing.  In 2004, the
financial results of the business will be reported within the Dean
Branded Products Group.

Horizon Organic Holding Corporation markets the leading brand of
certified organic foods in the U.S. and the leading certified
brand of organic milk in both the U.S. and the U.K.  In the U.S.
its products include organic milk, a full-line of organic dairy
products, organic eggs and juices.  In the U.K., the Company
markets organic yogurt, milk and butter under the Rachel's Organic
brand.  For more information, visit the Company's Web site at
http://www.horizonorganic.com

Dean Foods Company is one of the nation's leading food and
beverage companies.  The company produces a full line of company-
branded and private label dairy products such as milk and milk-
based beverages, ice cream, coffee creamers, half and half,
whipping cream, whipped toppings, sour cream, cottage cheese,
yogurt, dips, dressings and soy milk.  The company is also a
leading supplier of pickles and other specialty food products,
juice, juice drinks and water.  The company operates over 120
plants in 36 U.S. states and Spain, and employs approximately
28,000 people.

As previously reported, Fitch Ratings initiated coverage of the
New Dean Foods Company assigning a 'BB+' secured credit facility
rating and 'B-' trust convertible preferred securities rating.
Fitch's rating of the senior unsecured notes that were outstanding
prior to Suiza Foods Corporation acquisition, and on Rating Watch
Negative have been downgraded to 'BB-' from 'BBB+'. Fitch has also
withdrawn the Old Dean Foods commercial paper rating of 'F2',
which was also on Rating Watch Negative.


DELTA AIR LINES: Closes Employee Stock Option Exchange Program
--------------------------------------------------------------
Delta Air Lines (NYSE: DAL) successfully completed its employee
stock option exchange program, which expired at 7 p.m. Eastern
Time on Wednesday, June 25, 2003.

Delta canceled options to purchase approximately 31.6 million
shares of its common stock and will issue new options to purchase
approximately 12.1 million shares of its common stock in exchange.
Approximately 80 percent of the eligible options were exchanged
under the program.  Under the terms of the offer, Delta expects to
grant replacement options on Dec. 26, 2003, the first business day
that is at least six months and one day from the expiration of
the offer.

Delta Air Lines, the world's second largest airline in terms of
passengers carried and the leading U.S. carrier across the
Atlantic, offers 5,734 flights each day to 444 destinations in 79
countries on Delta, Song, Delta Express, Delta Shuttle, Delta
Connection and Delta's worldwide partners. Delta is a founding
member of SkyTeam, a global airline alliance that provides
customers with extensive worldwide destinations, flights and
services. For more information, please go to http://www.delta.com


DENALI CAPITAL: S&P Assigns BB Prelim. Class B-2L Note Rating
-------------------------------------------------------------
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


DICE INC: Exits from Bankruptcy & Eliminates $69.4 Mill. of Debt
----------------------------------------------------------------
Dice Inc. (OTC Bulletin Board: DICEQ) emerged from bankruptcy,
after the U.S. Bankruptcy Court for the Southern District of New
York confirmed the Company's pre-arranged Joint Plan of
Reorganization (the "Plan") on June 24, 2003, and all conditions
necessary for the Plan to become effective were satisfied or
waived.

The Plan eliminated all of the Company's outstanding Convertible
Subordinated Notes in exchange for the issuance to the noteholders
of 19,000 shares, or 95%, of Reorganized Dice Common Stock. As a
result, Elliott Associates, L.P. and Elliott International, L.P.,
will own approximately 46% of Reorganized Dice.

"[Mon]day, we have completed our financial reorganization,
emerging with a strong market position and capital structure
appropriate for our business. As a private company, we will be
able to focus all our resources on growing our business and
enhancing our services," said Scot W. Melland, chairman and chief
executive officer of Dice Inc. "We appreciate the loyalty of our
customers, hard work of our employees and support of all
stakeholder groups."

"We are essentially debt-free, and our business continues to
generate positive cashflow. After paying all claims and costs
associated with the restructuring process, Dice has more than
enough cash to continue to invest in our business and serve our
customers," said Michael P. Durney, senior vice president and
chief financial officer of Dice Inc.

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

Monday, the Company made payments to unsecured trade creditors for
the full amount of their allowed claims as determined under the
Plan confirmed last week and initiated the process of formally
canceling its capital stock and distributing Reorganized Dice
Common Stock. The process of distributing new stock and cash to
holders of old Dice Inc. stock and exchanging new stock for the
Notes as outlined above will take several weeks. Shareholders and
noteholders of record will receive communications setting forth
the details of the distribution in the next several days. The
Company has begun the process of deregistering its existing common
stock and, as a result, will be privately held.

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


DISC INC: Fails to Comply with Nasdaq Listing Requirements
----------------------------------------------------------
DISC, Inc. (NASDAQ: DCSR), a manufacturer of automated network
storage solutions, received a NASDAQ Staff Determination on
June 25, 2003 indicating that DISC has not met the minimum bid
price requirement of $1.00 per share in accordance with
Marketplace Rule 4310(C)(4) for continued listing, has not met the
minimum stockholders' equity, market value of listed securities,
or net income from continuing operations requirements in
accordance with Marketplace Rule 4310(C)(2)(B) for continued
listing and has not paid its 2003 Annual Fee in accordance with
Marketplace Rule 4310(C)(13) and the Marketplace Rule 4500 series
for continued listing. The NASDAQ Staff Determination further
indicated that due to these violations, DISC's securities will be
delisted from the NASDAQ SmallCap Market at the opening of
business on July 7, 2003. DISC does not plan to appeal the NASDAQ
Staff Determination and will seek to become eligible for inclusion
on the OTC Bulletin Board.

Established in 1986, DISC, Inc., a manufacturer of automated
networked storage solutions, delivers an extensive range of
products offering scalable, reliable, high-data availability
network storage for mission-critical applications. Headquartered
in Milpitas, California, DISC has sales and local customer support
representation in over 40 countries. For a complete listing, check
the Company's Web site at http://www.disc-storage.com

                         *    *    *

                  Going Concern Uncertainty

In DISC Inc.'s recent FORM 10-Q filed with the Securities and
Exchange Commission, the Company reported:

"We have prepared the unaudited interim condensed consolidated
financial statements pursuant to the rules and regulations of the
Securities and Exchange Commission. We have condensed or omitted
certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally
accepted accounting principles pursuant to these rules and
regulations. In our opinion, the unaudited condensed consolidated
financial statements reflect all adjustments, consisting only of
normal recurring adjustments, necessary for a fair statement of
the financial position, operating results and cash flows for the
periods presented. These unaudited condensed consolidated
financial statements should be read in conjunction with our
audited consolidated financial statements and accompanying notes
for the years ended December 31, 2002 and 2001 included in our
Annual Report on Form 10-K. The results of operations for the
interim periods are not necessarily indicative of the results that
may be expected for the fiscal year, which ends December 31, 2003,
or for any other period.

"The unaudited condensed consolidated financial statements have
been prepared assuming the Company will continue as a going
concern.

"The Company has incurred substantial losses from operations,
negative cash flows from operations and has a working capital
deficit. In addition, the Company anticipates that it will
continue to incur net losses for the foreseeable future. These
factors raise substantial doubt about the Company's ability to
continue as a going concern. In the past, the Company has obtained
investor funding and credit facilities to maintain operations. In
order for the Company to sustain its operations and meet its
obligations going forward, it plans to seek additional financing
from investors and to significantly increase sales. Subsequent to
December 31, 2002 and through April 30, 2003, the Company has
received funding of $860,000 in equity financing and $340,000 in
debt financing from investors and generated cash from sales of its
products. The ability to sustain its operations will depend on the
Company's ability to significantly increase sales or raise
significant additional equity or debt financing. Additional
financing may not be available on acceptable terms, if at all, and
the inability to obtain that financing could adversely affect the
continued operations of the Company's business. The consolidated
financial statements do not include any adjustment that might
result should the Company be unable to continue as a going
concern."


DOBSON COMMS: Declares 13% Preferred Share In-Kind Dividend
-----------------------------------------------------------
Dobson Communications Corporation (Nasdaq:DCEL) declared an in-
kind dividend on its outstanding 13% Senior Exchangeable Preferred
Stock (CUSIP 256072 50 5). The dividend will be payable on
August 1, 2003 to holders of record at the close of business on
July 15, 2003.

Holders of shares of 13% Senior Exchangeable Preferred Stock will
receive 0.03322 additional shares of 13% Senior Exchangeable
Preferred Stock for each share held on the record date. The
dividend covers the period May 1, 2003 through July 31, 2003. The
dividends have an annual rate of 13% on the $1,000 per share
liquidation preference value of the preferred stock.

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

                           *   *   *

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

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


DVI INC: Fitch Keeps Watch on CCC Senior Unsecured Debt Rating
--------------------------------------------------------------
Fitch Ratings lowers DVI, Inc.'s senior unsecured debt rating to
'CCC' from 'B+'. The rating remains on Rating Watch Negative. This
action covers $155 million of debt due in February 2004.

The rating action reflects the increasing challenges that DVI must
overcome in refinancing its $155 million of senior unsecured debt
due in February 2004. While over the past nine months DVI had
taken steps to improve asset quality and operating efficiency,
Fitch believes that management may have underestimated the
financial markets' reaction to an auditor's resignation in the
current environment, and that the resignation itself is more
serious in nature than the underlying issues.

In addition, Fitch believes that there is a likelihood that the
Securities and Exchange Commission's rejection of DVI's financial
statements for the quarterly period ending March 31, 2003 could
impact the company's ability to draw upon its liquidity
facilities, which are essential for day-to-day operations. Fitch
believes the delinquent filing status will prohibit DVI from
accessing debt and equity capital markets until it is cured. This
series of events has substantially reduced the flexibility DVI had
in resolving upcoming debt maturities.

In order for DVI to restore its filing status, it must select a
new auditor and produce audited financial statements for the
interim period ended March 31, 2003. There is a possibility that
the new auditor will need to audit three full years of DVI's
financial statements. If this becomes necessary it could weaken
the likelihood that DVI will be capable of filing timely financial
statements for its fiscal year ending June 30, 2003

The Rating Watch Negative status continues to reflect the need for
DVI to hire a new auditor and to obtain timely audited financial
statements. Rating Watch also reflects that DVI may, in the
future, be in default of one of its technical covenants requiring
timely quarterly financial statements. The Rating Watch will be
resolved when DVI has successfully hired a new auditor, produced
audited financial statements as well as identified a credible plan
for refinancing its senior unsecured notes due in February 2004.

Headquartered in Jamison, Pa., DVI is an independent, specialty
commercial finance company providing asset-based lending to the
health care industry. DVI's core business is financing large- and
medium-ticket diagnostic and surgical equipment for outpatient
centers, clinics, and doctors groups in the United States. DVI
also provides working capital financing for medical receivables
through its DVI Business Credit subsidiary.


ENCOMPASS SERVICES: Court Clears Wartsila Settlement and Release
----------------------------------------------------------------
At Encompass Services Corporation and its debtor-affiliates'
request, the Court approved a Settlement and Mutual Release
between Encompass Industrial Services Southwest, Inc., and
Wartsila North America, Inc. thus resolving numerous claims and
disputes, as well as implementing a separation between the two
companies.

On September 18, 2001, Wartsila and Encompass Southwest, formerly
known as Gulf States, Inc., entered into a subcontract wherein
Encompass Southwest supplied and installed mechanical and
structural systems for the Plains End Power Plant, which is being
constructed in Golden, Colorado.

Lydia T. Protopapas, Esq., at Weil, Gotshal, & Manges LLP, in
Houston, Texas, reports that, on October 12, 2001, the
subcontract was amended and the scope of the work to be performed
by Encompass Southwest was expanded to include the installation
of electrical systems.  Wartsila acted as prime contractor in
accordance with its Engineering, Procurement and Construction
Contract with Plains End LLC, the owner of the Facility.

The total original bid price for the subcontract between Wartsila
and Encompass Southwest was $4,377,019.  Later on, changes in
orders relating to the work to be performed increased the
subcontract price by $50,000 to a total of $4,427,019.

Encompass Southwest then entered into a subcontract with Petrochem
Insulation, Inc. for performance of the insulation work related to
the Facility.

In accordance with the subcontract, Encompass Southwest was to
complete its work by March 29, 2002.  However, the work was not
completed until May 2002.  To date, all of Encompass Southwest's
work obligations under the subcontract have been satisfied except
certain obligations related to warranties.

As of May 28, 2002, Encompass Southwest received $3,946,000 from
Wartsila for its completed work under the subcontract.  However,
$7,239,921 in costs that Encompass Southwest expended remained
unsatisfied.  That same day, Encompass Southwest submitted a
final invoice to Wartsila for $8,160,486 for its completed work
and additional costs due under the subcontract.  The actual
amount expended by Encompass Southwest for its work under the
subcontract totals $11,185,921.  To date, Wartsila has not paid
the remaining amounts owing under the subcontract.

On November 6, 2002, as a result of non-payment under its
subcontract with Encompass, Petrochem filed a Notice of Lien
Statement asserting a $267,729 lien on the Facility.

Encompass Southwest and Wartsila each dispute the cause for
delays and cost overruns under the subcontract.  Encompass
Southwest claims that the defective design and specifications,
and an inordinate number of changes to the terms of the
subcontract caused delays and overruns in the completion of its
mechanical and electrical work for the Facility.  Wartsila
alleges that mismanagement on Encompass Southwest's part caused
the delays and overruns in the completion of the work.

Because of the disputes, Encompass Southwest filed a lawsuit
against Wartsila, the Facility Owner, and Travelers Casualty and
Surety Company of America in the Jefferson County Colorado
District Court alleging breach of contract, unjust enrichment,
and on account and recovery against bond.  The lawsuit was then
removed to the U.S. District Court for the District of Colorado.

Although unasserted, Ms. Protopapas says, Wartsila has claims
against Encompass Southwest including:

    -- claims for liquidated damages;

    -- alleged delays in work performance;

    -- back charges for defective or uncompleted work that was
       later corrected or completed by Wartsila or its
       subcontractors;

    -- claims for costs related to effecting removal of Encompass
       Southwest's lien on the Facility and the Facility Site; and

    -- breach of contract claims related to Encompass Southwest's
       obligation to prevent assertions of liens by its
       subcontractors.

To resolve their competing claims, the Parties negotiated the
Release and Settlement Agreement pursuant to which:

    (a) The Parties agreed to amend the contract price under their
        subcontract to $7,250,000 rather than the $4,427,019 that
        was originally designated in the amended bid.  To date,
        Encompass Southwest has received $3,946,000 of the
        $7,250,000 Contract Price;

    (b) Wartsila will pay Encompass Southwest an additional
        $3,304,000 as satisfaction of the unpaid balance under the
        Contract Price.  Of the total amount, Wartsila will first
        pay $2,902,406 and the remaining $401,594 within two
        business days after its receipt of documents evidencing
        the release of Petrochem's lien.  The payments will be
        made in good funds and payable to "Jackson Kelly PLLC
        Trust Account."

    (c) In exchange for Wartsila's payment, Encompass Southwest
        will:

          (i) dismiss, with prejudice, the Lawsuit;
         (ii) release its mechanic's lien; and
        (iii) resolve the lien claim asserted by Petrochem.

Encompass Southwest has negotiated with Petrochem for release of
its Lien.  In accordance with the negotiations, Encompass
Southwest will pay $267,729 directly to Petrochem as
consideration for release of the lien.  In return, Petrochem will
waive any applicable late charges or interest fees to which it
might be entitled.  The payment to Petrochem, however, is
contingent on Encompass Southwest's receipt of payment from
Wartsila. (Encompass Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ENRON CORP: Court OKs Phillips Son's Appointment as Auctioneer
--------------------------------------------------------------
Enron Corporation, and its debtor-affiliates obtained permission
from the Court to employ Phillips Son & Neale Auctions Limited as
auctioneer and sales agent pursuant to the terms of an agreement
between Enron Corp., and Phillips.

                         Backgrounder

The Debtors acquired various pieces of art consisting of
photography, sculpture and fine art.  The Debtors determined that
the Enron Art is no longer necessary in the conduct of their
businesses and reorganization efforts.

The salient terms of the Phillips Agreement are:

    (a) Transport of Enron Art to NYC.  Phillips will, at its
        sole cost and expense, cause the Enron Art to be shipped
        from Enron to Phillips' place of business in NYC;

    (b) Insurance.  Phillips has agreed to obtain and maintain
        adequate insurance coverage for the Enron Art at its sole
        cost and expense other than for any portion of the Enron
        Art that is not within Phillips' exclusive possession
        within Phillips' facilities, in which insurance will
        be maintained by Phillips.  Phillips will obtain and
        provide to Enron a Certificate of Insurance naming Enron
        as a loss payee;

    (c) Conduct of the Auction.  Phillips will direct all aspects
        of the auction, including, but not limited to, the time,
        place and manner of the auction of the Enron Art at its
        place of business in New York City.  Enron insiders are
        ineligible to purchase any of the Enron Art.  Phillips
        will require prospective bidders to sign an
        acknowledgment pursuant to which prospective bidders must
        affirm that they are not an officer, director or senior
        level management of Enron or its affiliates or a relative
        of those persons;

    (d) Sale Report.  No later than 15 calendar days after an
        auction of the Enron Art, Phillips will issue to Enron a
        written report containing a record of sales of the Enron
        Art and the allocation of the funds generated by the
        sales.  Each Report will be prepared in a manner as to
        comply with Rule 6004(f)(1) of the Federal Rules of
        Bankruptcy Procedure.  The Settlement Report will be filed
        with the Court and served upon the United States Trustee
        and Counsel for the Committee;

    (e) Sale to Highest Bidder.  Phillips will sell all Enron Art
        to the highest bidder.  Phillips will not permit any
        purchaser to take possession of Enron Art without full
        payment and Phillips assumes the risk of collection for
        any Enron Art it allows to be removed prior to its
        receipt of full payment;

    (f) Segregation of Sale Proceeds.  Phillips will collect the
        Hammer Price, sales taxes, if any, and 20% of the Buyer's
        Premium, and deposit the funds into a depository account
        that will be segregated and maintained exclusively for
        Enron's benefit;

    (g) Sales Free and Clear of Liens and Other Interests.  Any
        sales consummated pursuant to the Phillips Agreement will
        be free and clear of all liens, claims, encumbrances and
        interests, with the Liens attaching to the sale proceeds
        to the same extent and priority as immediately prior to
        the sale.  All sales will be on an "as is, where is"
        basis;

    (h) Phillips's Compensation -- Buyer's Premium.  As
        compensation for its services pursuant to the Phillips
        Agreement, Phillips may charge a buyer's premium for all
        sales.  Phillips will collect the Buyer's Premium
        directly from each successful bidder, in addition to the
        purchase price bid.  Phillips has agreed to pay Enron
        20% of the Buyer's Premium collected and acknowledges
        that the Buyer's Premium will be Phillips' sole
        compensation for the auction.  None of the Debtors will
        be responsible in any way for payment or collection of
        the Buyer's Premium;

    (i) Unsold Enron Art.  If any of the Enron Art remains unsold
        at an auction, Phillips will notify Enron and will be
        authorized to sell that Enron Art piece in a private sale.
        The proceeds of the private sale must be at least equal
        to the reserve amount dedicated to that Enron Art as
        agreed to by Enron and Phillips.  If any of the Enron Art
        remains unsold after 75 business days after the auction,
        Enron must remove that Enron Art piece at its own
        expense.  Phillips, as agent for Enron, would assist with
        any storage or return shipping that may be necessary.  If
        the Enron Art remains with Phillips after 75 business
        days after the auction, Phillips will hold it at Enron's
        risk;

    (j) Reserves and Estimates.  A reserve amount for each piece
        of Enron Art will be agreed upon by Enron and Phillips
        and an estimated amount for each piece of Enron Art will
        be printed in the Property Schedule annexed to the
        Phillips Agreement;

    (k) Fees Waived by Phillips.  Phillips agreed to waive these
        fees:

        (1) insurance fee;
        (2) late fee;
        (3) seller's commission;
        (4) shipping fees; and
        (5) storage fees;

    (l) Auctioneer Bond.  Phillips will obtain at its sole cost
        and expense and provide to Enron and the United States
        Trustee, in advance of any auction, a bond as required by
        Local Bankruptcy Rule 6005-1(d).  The bond will be in a
        form acceptable to the United States Trustee;

    (m) No Further Court Approval Required for Compensation.  All
        payments of compensation and reimbursement of expenses to
        Phillips pursuant to the Phillips Agreement will be set
        forth in the Settlement Report and will be made without
        further Court approval, but will be subject to Sections
        327(a), 328(a) and 330 of the Bankruptcy Code, and
        objections, if any, by the Debtors, the Committee, the
        United States Trustee and any other party-in-interest; and

    (n) Indemnification.  The Debtors agreed to indemnify
        Phillips only for claims, which may arise as a result of:

          (i) the Debtors' breach of the Phillips' Agreement;

         (ii) any act or omission by the Debtors regarding the
              Enron Art; and

        (iii) any claim by a third party against the Enron Art
              or its proceeds.
(Enron Bankruptcy News, Issue No. 71; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


EPIC FINANCIAL: Kabani & Co. Replaces Becker as New Accountants
---------------------------------------------------------------
On June 16, 2003 Epic Financial Corporation dismissed its
independent accountants Becker & Company CPAs.  The report of
Becker & Company CPAs for the fiscal year ended December 31, 2002
contained an explanatory paragraph regarding the substantial doubt
about the Company's ability to continue as a going concern.  The
decision to dismiss Becker & Company CPAs was made by the Board of
Directors of the Company.

On June 16, 2003, the Company engaged the firm of Kabani &
Company, Inc., of Fountain Valley, California, as independent
accountants for the Company.


E.SPIRE COMMUNICATIONS: Gets Court Nod to Hire ASK Financial
------------------------------------------------------------
Gary F. Seitz, the Chapter 11 Trustee of e.spire Communications,
Inc.'s estates, sought and obtained approval from the U.S.
Bankruptcy Court for the District of Delaware to retain and employ
ASK Financial as his Consultants and Special Counsel, nunc pro
tunc to April 16, 2003.

ASK will analyze the Debtors' records and identify avoidable
claims under section 547 of the Bankruptcy Code, determine the
gross transfers and evaluate the potential defenses that can be
raised by each respective vendor.

The Trustee is in the early stages of preparing his plan of
liquidation for the Debtors and requires that ASK immediately
perform the preference analyses so that he can evaluate the
potential recovery to the Debtors' estates. The Trustee has
identified approximately 192 creditors who received at least
$10,000 during the 90-day preference period. The total transfers
made to these creditors during the preference period exceeds $25
million.

The Trustee believes that a more thorough review of the Debtors'
records will reveal additional creditors who received meaningful
preferential transfers. Due to the length of time this analysis
will take it is important that the data mining process commence as
soon as possible. ASK has the expertise to oversee this data
mining process and, more importantly, can convert the recovered
data into a format that is compatible with its unique analysis
programs.

In its capacity, ASK will perform:

(A) Preference Analysis

     ASK will perform a preference analysis of all transactions
     that occurred within the 90 day period prior to the
     Petition Date. At the Trustee's discretion, ASK may also
     perform an analysis of paid invoice transactions from prior
     periods to compare the course of business dealings.

     ASK will be required to prepare:

     a. Case Level Master Summary Report;

     b. Check Registers;

     c. Paid Invoice Analysis Detail;

     d. New Value Analysis Report;

(B) Collection and Litigation of Identified Preference Claims

     Prior to his appointment as Trustee, the Debtor filed
     approximately 136 adversary proceedings seeking to recover
     preferences from the named defendants. ASK will represent
     the Trustee in these adversary proceedings, as well as
     initiate such additional adversary proceedings as necessary
     to collect from each Net Preference Vendor identified in
     ASK's analysis. ASK will pursue collection via the use of
     pre-suit demand letters and, if necessary, file new or
     amend existing adversary proceedings to reflect the
     additional claims that ASK identifies in its analysis.
     Thereafter ASK will enforce the judgments by domesticating
     them in other jurisdictions and engaging in appropriate
     post-judgment judicial enforcement proceedings.

With respect to its services, Joseph L. Steinfeld, Jr., a co-
managing principal of ASK Financial, reports that ASK will be
compensated a per Net Vendor contingency fee:

     i) 32% of collections realized prior to obtaining a
        judgment; and

    ii) 40% of collections realized after obtaining a
        judgment.

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


FLEMING COS.: Judge Walrath Fixes Reclamation Claim Procedures
--------------------------------------------------------------
Hershey Foods Corporation wants Fleming Companies, Inc., and
debtor-affiliates to submit a reclamation claims report
co-extensively with the completion of the processing of
reclamation claims.  The report must enumerate the Debtors'
defenses and provide an accounting as to each reclamation
claimant.  The accounting must include these information:

    * the date of receipt of the claim;

    * the goods in the Debtors' possession as of the receipt of
      the reclamation notice if the notice is received prepetition
      or as of the Petition Date if received postpetition;

    * if the goods were not in the Debtors' possession, an
      identification of disposition of the goods; and

    * a statement of position as to whether the prepetition
      secured party was under-secured or oversecured.

Before the Petition Date, Hershey shipped to the Debtors
$17,000,000 in goods which remain unpaid.  Included within the
shipments were $12,000,000 worth of goods sold on credit for
which Hershey has timely asserted a reclamation claim, pursuant
to Section 2-702 of the Uniform Commercial Code.

(2) Dawn Food Products, Inc.

Before the Petition Date, Dawn shipped to the Debtors $500,000
worth of goods for which it has not been paid.  Included within
these shipments were $75,000 in goods sold on credit for which
Dawn has asserted reclamation claims pursuant to Section 2-702 of
the Uniform Commercial Code.

Dawn does not want to wait for 90 more days before it can assert
its right on the unpaid goods.  This will result in the loss of
valuable opportunity to conduct discovery, Dawn asserts, and
undermine its ability to establish its reclamation claim.

(3) Del Monte Corporation

Del Monte complains that the Debtors fail to include any process
for promptly establishing whether the goods subject to its
reclamation claims were on hand at the time they received the
claim.  In this regard, Del Monte wants the Debtors to specify
what products were or will be shipped by them after receiving its
reclamation claim.

If the Debtors delay the enforcement of Del Monte's rights, Del
Monte insists that the Debtors should be compelled to promptly
provide documents concerning whether Del Monte's goods were on
hand when they received the claim.

(4) Sunshine Mills, Inc.

Sunshine sells goods to the Debtors on credit.  But while it
admits that the procedures will streamline the reclamation
process, Sunshine objects to the Debtors' request to the extent
the procedures affect its substantive rights under Section 546 of
the Bankruptcy Code or applicable law.  Sunshine has complied
with the requirements of Section 546(c)(1) and has undertaken to
physically retrieve the goods and ensure that the goods are
segregated and preserved pending a ruling on the reclamation
demand.  The Debtors have refused to allow Sunshine to retrieve
the goods or to provide evidence of the segregation of the goods.

Sunshine asserts that it is entitled to reclaim its goods under
applicable law.

                        *     *     *

Judge Walrath orders any vendor asserting a reclamation claim to
satisfy all requirements entitling it to a right of reclamation
under applicable state law and Section 546(c)(1) of the
Bankruptcy Code.  Judge Walrath requires the Debtors to file a
report by July 21, 2003 listing all valid reclamation claims.

At the time the report is filed, Judge Walrath instructs the
Debtors to provide to each reclamation claimant a comprehensive,
detailed and customized information packet that sets forth the
basis for the reconciled reclamation amount reported.  Each
claimant may provide the Debtors with additional documentation to
assist the Debtors in evaluating the reclamation claims.

The report will contain:

    * the amount of claim asserted by the Claimant;

    * the date of receipt of the Claimant's goods;

    * the date the Claimant made a reclamation demand;

    * the goods received within the reclamation period;

    * the reclamation goods on hand at the Demand Date;

    * the Debtors' proposed net allowed reclamation claim as to
      each reclamation demand.

All parties-in-interest will have the right to object to the
inclusion or omission of any asserted reclamation claim as well
the proposed claim treatment.  Objecting Claimants are free to
conduct discovery to resolve the objection.

The Debtors, in their sole discretion and upon consent of the
administrative agent for the prepetition lenders, may make goods
available for pick up by any reclaiming seller who satisfies the
reclamation requirements.  Otherwise, claimants and vendors are
prohibited from interfering with the delivery of goods to or by
the Debtors. (Fleming Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


GENERAL BINDING: Financial Leverage Concerns Spur Low-B Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its senior secured
'B+' rating to office supplies manufacturer General Binding
Corp.'s $197.5 million bank facility. At the same time, Standard &
Poor's affirmed its 'B+' corporate credit and 'B-' subordinated
debt ratings on the company.

Total debt outstanding at March 31, 2003, was $336.1 million.

The outlook on the Northbrook, Illinois-based General Binding is
stable.

"General Binding's corporate credit rating is based on the
company's leveraged financial profile, highly competitive
operating environment, and the low-growth markets that the company
serves," said credit analyst Martin S. Kounitz. "These factors are
somewhat mitigated by General Binding's significant reoccurring
service and parts revenues, multi-channel distribution, and solid
market position."

General Binding manufactures and markets binding, display and
laminating equipment, thermal and pressure-sensitive laminating
films, and supplies primarily under the GBC, Quartet, and Ibico
brands.

The company faces significant challenges in its markets, as
spending on office equipment has been soft for several years,
reflecting increased unemployment levels and lower corporate
profitability. In response, management has refocused its strategy
and restructured its operations to restore profitability to the
levels of the mid-1990s. This effort has included the launch of an
Operational Excellence Program in late 2001. Components of the
program include reducing plants to 16 from 33, lowering stock
keeping units to under 10,000 from 25,000, and improving sales
force and organizational efficiency.

With a focus on improving profitability by increasing high-margin
product sales and reducing costs, General Binding increased EBITDA
by 11% in 2002 over the previous year to $83.8 million, despite
flat sales. The company has improved profit margins across most of
its business lines, with the exception of the Document Finishing
Group, which represented 27% of 2002 revenues. As a result, the
EBITDA margin, adjusted for nonrecurring charges and operating
leases, rose to 12.1% for the 12 months ended March 31, 2003, from
9.6% in fiscal 2001.


GENERAL BINDING: Completes Sr. Facility Refinancing Transaction
---------------------------------------------------------------
General Binding Corporation (Nasdaq:GBND) announced the
refinancing of its primary credit facility, extending the maturity
to January 15, 2008, and providing for significantly lower rates
compared to its previous facility. The new $197.5 million
facility, led by Harris Bank, LaSalle Bank and General Electric
Capital Corporation, provides the financial flexibility and
liquidity to support all currently anticipated operating and
capital requirements.

GBC was successful in reducing the size of the new facility by
more than $90 million from the previous facility primarily as a
result of debt reduction achieved through the successful execution
of its Operational Excellence Program and approximately $30
million of aggregate proceeds from two other recent financings.

"This is an important financial milestone for GBC," said Dennis
Martin, Chairman of the Board, President and CEO. "First, these
transactions should reduce our interest payments by more than $4
million on an annualized basis. And second, they reflect our
financial partners' confidence in our operating and financial
outlook."

GBC is a world leader in products that bind, laminate, and display
information enabling people to accomplish more at work, school and
home. GBC's products are marketed in over 100 countries under the
GBC, Quartet, and Ibico brands, and they help people enhance
printed materials and organize and communicate ideas.


GERDAU AMERISTEEL: Closes Note Issue & Drawdown Under Facility
--------------------------------------------------------------
Gerdau Ameristeel Corporation (TSX:GNA.TO) announced the closing
of the private offering of its 10-3/8% Senior Unsecured Notes
due 2011 at 98.001% of face amount and the initial draw-down under
its new senior secured credit facility.

The net proceeds from the sale of the Senior Notes totaled
approximately $389.5 million, before expenses, and cash proceeds
from the initial draw down were approximately $142.5 million. As
previously announced, the proceeds from the Senior Note offering
and the initial draw-down under the new senior secured credit
facility were used by Gerdau Ameristeel to repay indebtedness
under its existing credit facilities.

The refinancing has significantly extended the Company's debt
maturities and provided a more permanent capital base. The
offering of the Senior Notes was not registered under the U.S.
Securities Act of 1933 and the Senior Notes may not be offered or
sold in the United States absent such registration or an
applicable exemption from registration requirements.

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

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

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


GLOBAL CROSSING: Reports Breakeven EBITDA Results for May 2003
--------------------------------------------------------------
Global Crossing filed a Monthly Operating Report with the U.S.
Bankruptcy Court for the Southern District of New York, as
required by its Chapter 11 reorganization process. Results
reported in the May 2003 MOR are unaudited.

In May 2003, Global Crossing reported consolidated revenue of
approximately $247 million. Consolidated access and maintenance
costs were reported as $171 million, while other operating
expenses were $76 million.

"Our overall results in the first five months of the year reflects
continued success in maintaining our customer relationships and
improved profitability during this difficult time," said John
Legere, Global Crossing's CEO. "May's breakeven EBITDA performance
and revenue up-tick are encouraging indicators and, by focusing
new sales recruits on customer acquisition, we hope to position
the company for stronger revenue growth and profitability upon
emergence from bankruptcy later this year."

Global Crossing's consolidated cash balance of approximately $537
million as of May 31, 2003 was comprised of approximately $202
million in unrestricted cash (the $202 million includes $70
million of cash held by Global Marine) and $335 million in
restricted cash.

Consolidated EBITDA was reported at breakeven. The consolidated
net loss for May 2003 was $86 million. As discussed below, the
reported May 2003 depreciation and amortization of $95 million,
and therefore the May operating loss and net loss, would have been
reduced substantially if the financial statements in the May MOR
had reflected the tangible asset impairment anticipated by the
company.

In connection with the independent audits being conducted for 2001
and 2002, Global Crossing has concluded that its Global Marine
subsidiary no longer qualifies to be classified as a discontinued
operation as the newly emerged Global Crossing is expected to
retain this business. As a result, Global Marine has been
reclassified into Global Crossing's continuing operations in the
May MOR. When historical financial statements are filed for 2001
and 2002 Global Marine will be presented as continuing operations
for all periods presented.

On October 21, 2002, Global Crossing announced that it would
restate certain financial statements previously filed with the
SEC. These restatements, which are more fully described in
footnote one to the financial statements contained in the May MOR,
will record exchanges between carriers of leases of
telecommunications capacity at historical carryover basis,
resulting in no recognition of revenue. Reflecting this accounting
treatment, the May MOR excludes amounts previously recognized as
revenue over the lives of the lease contracts governing these
capacity exchanges. The restatements have no impact on cash flow.

As previously announced, Global Crossing's net loss for the three
months ended December 31, 2001, which has not yet been reported
pending the completion of the audit of financial statements for
2001, is expected to reflect the write-off of the remaining
goodwill and other intangible assets, which total approximately $8
billion. Furthermore, as previously disclosed, Global Crossing has
determined that it will write down its tangible assets in light of
the terms contained in the previously announced agreement with
Hutchison Telecommunications and Singapore Technologies Telemedia,
and the bankruptcy filings of Asia Global Crossing and its
subsidiary, Pacific Crossing Ltd. Global Crossing is in the
process of evaluating its cash flow forecasts and other pertinent
data to determine the amount of the impairment of its long-lived
tangible assets. The impairment is anticipated to be at least $7
billion, an estimate that excludes any amounts attributable to the
restatement of exchanges of capacity leases described above and
excludes any impairment attributable to the assets of Asia Global
Crossing and its subsidiaries, which Global Crossing
deconsolidated effective November 18, 2002. The financial
information included within this press release and the May MOR
reflects the restatement of exchanges of capacity leases as
described above and the $8 billion write-off of all of the
goodwill and other identifiable intangible assets, but does not
reflect any write-down of tangible asset value. Accordingly, the
net loss of $86 million for the month of May 2003 would have been
reduced substantially if the financial statements in the May MOR
had reflected the reduction in depreciation and amortization
expense resulting from this tangible asset write-down. The write-
off of the intangible assets and the write-downs of tangible
assets are described more fully in the May MOR.

Global Crossing provides telecommunications solutions over the
world's first integrated global IP-based network, which reaches 27
countries and more than 200 major cities around the globe. Global
Crossing serves many of the world's largest corporations,
providing a full range of managed data and voice products and
services.

On January 28, 2002, Global Crossing Ltd. and certain of its
subsidiaries (excluding Asia Global Crossing and its subsidiaries)
commenced Chapter 11 cases in the United States Bankruptcy Court
for the Southern District of New York (Bankruptcy Court) and
coordinated proceedings in the Supreme Court of Bermuda (Bermuda
Court). On the same date, the Bermuda Court granted an order
appointing joint provisional liquidators with the power to oversee
the continuation and reorganization of the Bermuda-incorporated
companies' businesses under the control of their boards of
directors and under the supervision of the Bankruptcy Court and
the Bermuda Court. Additional Global Crossing subsidiaries
commenced Chapter 11 cases on April 23, August 4 and August 30,
2002, with the Bermuda incorporated subsidiaries filing
coordinated insolvency proceedings in the Bermuda Court. The
administration of all the cases filed subsequent to Global
Crossing's initial filing on January 28, 2002 has been
consolidated with that of the cases commenced on January 28, 2002.
Global Crossing's Plan of Reorganization, which was confirmed by
the Bankruptcy Court on December 26, 2002, does not include a
capital structure in which existing common or preferred equity
will retain any value.

On November 18, 2002, Asia Global Crossing Ltd., a majority-owned
subsidiary of Global Crossing, and its subsidiary, Asia Global
Crossing Development Co., commenced Chapter 11 cases in the United
States Bankruptcy Court for the Southern District of New York and
coordinated proceedings in the Supreme Court of Bermuda, both of
which are separate from the cases of Global Crossing. Asia Global
Crossing has announced that no recovery is expected for Asia
Global Crossing's shareholders. Asia Netcom, a company organized
by China Netcom Corporation (Hong Kong) on behalf of a consortium
of investors, has acquired substantially all of Asia Global
Crossing's operating subsidiaries except Pacific Crossing Ltd., a
majority-owned subsidiary of Asia Global Crossing that filed
separate bankruptcy proceedings on July 19, 2002. Global Crossing
no longer has control of or effective ownership in any of the
assets formerly operated by Asia Global Crossing.

Visit http://www.globalcrossing.comfor more information about
Global Crossing.


GLOBAL CROSSING: Names M. Cromwell as Regional VP of Ent. Sales
---------------------------------------------------------------
Global Crossing has named Michael Cromwell regional vice president
of enterprise sales for the western region, overseeing all sales
and sales support functions in 26 states, effective immediately.
In his new position, Mr. Cromwell reports directly to Dave Carey,
executive vice-president, enterprise sales.

"Mike Cromwell's exceptional track record and strong customer
relationships have been a key asset to Global Crossing since its
inception, and I'm thrilled to see him take on an even greater
role in our continued success," said Dave Carey.  "With his
experience and know-how, I'm confident that Mike will be
instrumental in challenging our enterprise sales team to new
levels of achievement."

Mr. Cromwell has held positions within Global Crossing's sales
organization and that of its predecessors, Frontier Communications
and Allnet Communications, since 1990.  As area vice president for
the western region since 1997, he directed all sales, service and
engineering efforts for a $48 million business unit, encompassing
a 10-state area and more than 90 employees.  During this time, Mr.
Cromwell successfully focused the organization on providing
complex data solutions, both domestically and internationally, to
major accounts, growing monthly revenues between 40 and 100
percent each year.

Mr. Cromwell has received numerous awards during his tenure at
Global Crossing, all of which recognized him as a top performer.
He holds a Bachelor of Arts degree from the University of
Massachusetts at Amherst.

Global Crossing provides telecommunications solutions over the
world's first integrated global IP-based network, which reaches 27
countries and more than 200 major cities around the globe.  Global
Crossing serves many of the world's largest corporations,
providing a full range of managed data and voice products and
services.

On January 28, 2002, Global Crossing Ltd. and certain of its
subsidiaries (excluding Asia Global Crossing and its subsidiaries)
commenced Chapter 11 cases in the United States Bankruptcy Court
for the Southern District of New York (Bankruptcy Court) and
coordinated proceedings in the Supreme Court of Bermuda (Bermuda
Court).  On the same date, the Bermuda Court granted an order
appointing joint provisional liquidators with the power to oversee
the continuation and reorganization of the Bermuda-incorporated
companies' businesses under the control of their boards of
directors and under the supervision of the Bankruptcy Court and
the Bermuda Court.  Additional Global Crossing subsidiaries
commenced Chapter 11 cases on April 23, August 4 and August 30,
2002, with the Bermuda incorporated subsidiaries filing
coordinated insolvency proceedings in the Bermuda Court.  The
administration of all the cases filed subsequent to Global
Crossing's initial filing on January 28, 2002 has been
consolidated with that of the cases commenced on January 28, 2002.
Global Crossing's Plan of Reorganization, which was confirmed by
the Bankruptcy Court on December 26, 2002, does not include a
capital structure in which existing common or preferred equity
will retain any value.

On November 18, 2002, Asia Global Crossing Ltd., a majority-owned
subsidiary of Global Crossing, and its subsidiary, Asia Global
Crossing Development Co., commenced Chapter 11 cases in the United
States Bankruptcy Court for the Southern District of New York and
coordinated proceedings in the Supreme Court of Bermuda, both of
which are separate from the cases of Global Crossing.  Asia Global
Crossing has announced that no recovery is expected for Asia
Global Crossing's shareholders.  Asia Netcom, a company organized
by China Netcom Corporation (Hong Kong) on behalf of a consortium
of investors, has acquired substantially all of Asia Global
Crossing's operating subsidiaries except Pacific Crossing Ltd., a
majority-owned subsidiary of Asia Global Crossing that filed
separate bankruptcy proceedings on July 19, 2002. Global Crossing
no longer has control of or effective ownership in any of the
assets formerly operated by Asia Global Crossing.

Visit http://www.globalcrossing.comfor more information about
Global Crossing.


GLOBAL LEARNING: Taps Whiteford Taylor as Bankruptcy Co-Counsel
---------------------------------------------------------------
Global Learning Systems, Inc., and its debtor-affiliates ask for
permission from the U.S. Bankruptcy Court for the District of
Maryland to employ Whiteford Taylor & Preston LLP as their local
bankruptcy attorneys.

The Debtors relate that they require the assistance of counsel in
order to pursue a successful reorganization of their debts and to
assist them with the performance of their duties as debtors and
debtors in possession.

In this case, the Debtors selected Whiteford Taylor to serve as
co-counsel with Marcus, Santoro & Kozak, PC to represent them in
these cases.  The Debtors' management has directed the two firms
to exercise their best efforts in coordinating their services in
order to avoid unnecessary duplication of effort and unnecessary
expense to the Debtors' estates. Whiteford Taylor has limited the
scope of its employment in respect of any services that might be
directly adverse to a party in interest to which the firm has
connections unrelated to the Debtors.

The professional services the Debtors expect Whiteford Taylor to
render include:

     a) providing the Debtors legal advice with respect to their
        powers and duties as debtors in possession and in the
        operation of their business and management of their
        property;

     b) representing the Debtors in defense of any proceedings
        instituted to reclaim property or to obtain relief from
        the automatic stay under Section 362(a) of the Code;

     c) preparing any necessary applications, answers, orders,
        reports and other legal papers, and appearing on the
        Debtors' behalf in proceedings instituted by or against
        the Debtors;

     d) assisting the Debtors in the preparation of schedules,
        statements of financial affairs, and any amendments
        thereto which the Debtors may be required to file in
        these cases;

     e) assisting the Debtors in the preparation of a plan of
        reorganization and disclosure statement;

     f) assisting the Debtors with all legal matters, including,
        among others, all securities, corporate, real estate,
        tax, employee relations, general litigation, and
        bankruptcy legal work; and

     g) performing all of the legal services for the Debtors
        that may be necessary or desirable herein.

Brent C. Strickland, Esq., a partner of Whiteford Taylor, reports
that the current standard hourly rates of the principal attorneys
designated to represent the Debtors range from $240 to $375 per
hour.  The paralegals likely to assist these attorneys bill at a
rate of $130 per hour.

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.


GLOBALSTAR LP: Olof Lundberg Leaves Company as CEO & Chairman
-------------------------------------------------------------
Globalstar, L.P., provider of the world's most widely-used
satellite phone service, announced that Olof Lundberg has resigned
from his positions as Globalstar chief executive officer and
chairman of the company's General Partners' Committee.

Mr. Lundberg joined Globalstar in 2001 to help guide the company
through its restructuring process. This process is now nearing a
successful conclusion through an agreement in which ICO Global
Communications (Holdings) Limited is to assume majority ownership
of the company.

"I am very proud to have been a part of the turnaround of
Globalstar," Mr. Lundberg said. "Over the past two years, the
company's business has not only been rebuilt but also strengthened
and expanded, with a new business model and a better understanding
of market opportunities. With Globalstar's restructuring nearing
its completion, this is now the right time to begin moving
responsibility over to the company's soon-to-be new owners."

The company has no immediate plans to name a successor to Mr.
Lundberg, pending completion of the acquisition process.

Globalstar is a provider of global mobile satellite
telecommunications services, offering both voice and data services
from virtually anywhere in over 100 countries around the world.
For more information, visit Globalstar's Web site at
http://www.globalstar.com

Globalstar L.P. filed for Chapter 11 protection on February 15,
2002 (Bankr. Del. Case No. 02-10504-PJW).


GOODYEAR TIRE: Fitch Places Low-B Ratings on Watch Negative
-----------------------------------------------------------
Fitch Ratings has placed the Goodyear Tire & Rubber Company's
senior unsecured rating of 'B' and the senior secured bank
facilities rating of 'B+' on Rating Watch Negative. Approximately,
$5 billion of debt is affected.

The rating action is based on the current labor negotiation
situation which is at a standstill after two deadlines have
passed, and the heightened possibility of a work stoppage. Such a
work stoppage would carry significant near-term operating and
financial impact. Beyond the concern of the immediate impact of
any potential work stoppage, however, is the elevated concern over
whether Goodyear will be able to gain appropriate operating
flexibility to take costs out of its key North American Tire
operating segment. Fitch believes that much of Goodyear's
operating turnaround strategy rests on whether cost improvements
and operating efficiency in North American Tires Segment can be
achieved.

Goodyear is in the midst of negotiating a labor contract with
about 19 thousand employees at 11 of the 14 Goodyear tire plants
in North America represented by the United Steel Workers of
America union. Since the initial deadline had passed on April 21
without an agreement, the contract had been extended on a day to
day basis. Fitch estimates that about 40-50% of Goodyear's North
American tire production capacity is at risk through a potential
work stoppage.

Following the credit restructuring in April 2003, Goodyear had
access to about $1.5 billion of liquidity. However, substantial
cash claims loom in the near future with required pension
contribution of approximately $400 million in early 2004. Fitch
estimates that contributions of similar magnitudes will be
required in the following years. Also, due to the operating losses
and large seasonal usage of working capital in the quarter,
Goodyear showed a negative $373 million of operating cash flow,
before $90 million of capital expenditure for the quarter ended
March 31, 2003.

Given the protracted negotiations leading up to the April 2003
credit restructurings, and the relatively limited 2-year term of
the restructured credit, rapid and demonstrable progress in
Goodyear's turnaround strategy was expected. However, the
difficult labor negotiations with wide differences between the two
sides on the key issues such as plant closures and sourcing of
tires from non-North American tire operations, suggest the
operating turnaround predicated on a successfully renegotiated
labor contract is at risk. While Goodyear was in compliance with
the restructured bank financial covenants as of March 31, 2003, an
extended work stoppage increases the risk of covenant violations.
If financial covenants and other terms and conditions are not
breached, much of the restructured credit facilities mature in
April 2005.

North American tires Segment represent roughly half of Goodyear's
2002 consolidated revenues of $13.9 billion. After posting a
segment operating loss of $36 million for the year in 2002, three
months ended March 31, 2003 showed continuation of the operating
slide, showing deeper segment operating losses of $62 million.
Poor capacity utilization, cost headwinds with raw material price
volatility, pension and health care expense increase, brand
management issues, and distribution channel management problems
have all figured into these operating difficulties. Given that
cost and competitive pressures are expected to persist, a
successful labor agreement allowing for cost reduction and
operating flexibility is critical.

This rating is provided by Fitch as a service to users of its
ratings and is based primarily on public information.


HAYES LEMMERZ: Asks Court to Reclassify Over $1 Mill. of Claims
---------------------------------------------------------------
During the claims review process, Hayes Lemmerz International,
Inc., and its debtor-affiliates determined that certain Proofs of
Claim assert, in whole or in part, either:

    a) secured claims that in fact are unsecured in whole or in
       part; or

    b) unsecured priority claims and administrative priority
       claims that the Debtors have determined actually are not
       entitled, in whole or in part, to unsecured priority or
       administrative priority treatment under the Bankruptcy
       Code.

Accordingly, the Debtors object to 95 Misclassified Claims
totaling $6,373,507.30 and ask the Court to reclassify the
portions of these Misclassified Claims that the Debtors have
determined are not secured or entitled to unsecured priority
treatment or administrative priority treatment.  In certain
instances, this will require bifurcating the Misclassified Claims
so that only the disputed amounts are recorded as being asserted
with the reclassified unsecured status.  The undisputed amount of
these Misclassified Claims will retain the priority status
asserted by the Claimant.

The claims to be reclassified from priority to unsecured are:

    Claimant                  Claim #    Amount
    ----------------------    -------   --------
    Alcan Aluminum Corp.        2722    $118,082
    Areway Inc.                 2296     267,889
    Areway Inc.                 2417      91,066
    Motion Industries Inc.      4484     243,480
    SERF                        2232      85,508
    Tempstar Services Inc.      2231     224,837
    Waupaca Foundry Inc.        3111     135,634
    Waupaca Foundry Inc.        3112     135,634
(Hayes Lemmerz Bankruptcy News, Issue No. 35; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


HEADWAY CORPORATE: Files for Chapter 11 Protection in New York
--------------------------------------------------------------
Headway Corporate Resources, Inc. (AMEX: HEA) has reached an
agreement with the holders of its senior and subordinated
indebtedness for a restructuring of the Company. The restructuring
will involve a significant reduction of outstanding indebtedness
and a conversion of the balance of such indebtedness into 100% of
the Company's equity. The transaction is being implemented
pursuant to a Chapter 11 bankruptcy proceeding of the parent
company, Headway Corporate Resources, Inc., which was commenced
today. All of Headway's operating subsidiaries will continue to do
business outside of bankruptcy. As part of the bankruptcy
proceeding, the currently outstanding shares of Headway common
stock will be cancelled without any distribution to be made to the
holders of such shares.

"While it is unfortunate that the Company will not be in a
position to make any distribution to the shareholders, we do
believe that this is the best solution for the Company. We are
pleased to have a fully consensual arrangement with our senior
lenders and subordinated note holders. We do not expect the
Chapter 11 filing to have any impact on our clients, vendors or
employees," said Barry Roseman, President of Headway Corporate
Resources, Inc.

"After years of operating under the weight of too much debt, we
are thrilled to have found a solution. The restructuring will
significantly reduce the Company's debt level, giving it a clean
balance sheet. We believe that this will greatly enhance the
Company's operating flexibility and position us to take advantage
of the economic recovery," added Mr. Roseman.

The Company further announced that on June 26, 2003, it received a
notice from the staff of the American Stock Exchange indicating
that the Company no longer complies with the Exchange's continued
listing standards as set forth in Section 1003(a)(i) of the AMEX
Company Guide due to losses in two of its three most recent fiscal
years and an equity value below $2 million. The Company's stock is
therefore subject to being delisted from the Exchange. The Company
has decided not to appeal this decision. AMEX has advised the
Company that the last day of trading was June 30, 2003, and AMEX
will file an application with the Securities and Exchange
Commission to strike the Company's stock from listing and
registration.

Headway Corporate Resources, Inc. provides human resource and
staffing services. Headquartered in New York City, Headway also
has offices in California, Connecticut, Florida, North Carolina,
and Virginia.


HEADWAY CORPORATE: Case Summary & 10 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Headway Corporate Resources, Inc.
        317 Madison Avenue,
        3rd Floor
        New York, New York 10017
        fka AFGL International Inc.

Bankruptcy Case No.: 03-14270

Type of Business: Headway Corporate Resources, Inc., is a provider
                  of human resource and staffing services.

Chapter 11 Petition Date: July 1, 2003

Court: Southern District of New York (Manhattan)

Judge: Allan L. Gropper

Debtor's Counsel: Jeffrey L. Tanenbaum, Esq.
                  Weil, Gotshal & Manges, LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  Tel: (212) 310-8000
                  Fax : (212) 310-8007

Estimated Assets: $10 Million to $50 Million

Estimated Debts: $50 Million to $100 Million

Debtor's 10 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Republic Financial Corp.    Bank Loan              $26,787,980
(Successor to Fleet
National Bank)
3300 S. Parker Road
Suite 500
Aurora, CO 80014-3522
Dan Rouse
Tel: (303) 923-2488

Bank of America, N.A.       Bank Loan              $19,134,271
1101 Wootton Parkway,
Third Floor
Rockville, MD 20852-1059
Michael Heredia
Tel: (301) 517-3234

Citizens Bank of            Bank Loan              $11,480,563
Massachusetts
28 State Street,
15th Floor
Boston, Mass. 02109
Steve Petrarca
Tel: 617-994-7139

Transamerica Business       Bank Loan              $11,480,563
Capital Corporation
8750 West Bryn Mawr,
Suite 720
Chicago, Illinois 60631
Ari Kaplan
Tel: 773-864-3978

GarMark Partners, L.P.      Noteholder              $8,600,667
1 Landmark Square,
6th Floor
Stamford, CT 06901
E. Garrett Bewkes, III
Tel: 203-325-8500

Wachovia Bank               Bank Loan               $7,653,709
National Association
301 South College
Street, DC-5
Charlotte, NC 28288-0760
Joel Thomas
Tel: 704-383-4281

Moore Macro Fund, L.P.      Noteholder              $3,225,250
1251 Avenue of the
Americas
New York, NY 10020
Kenneth Lau
c/o Valence Capital
Tel: 212-782-7000

Banc of America             Noteholder              $1,075,083
Securities, LLC
600 Montgomery Street
Mail Code CA5-801-12-02
San Francisco, CA
94111-2702
Gary M. Tsuyuki
Managing Director
Tel: 415-913-6079

EOP-Midtown                 Landlord                   $90,000
Properties, L.L.C.

U.S. Bank Trust             Indenture Trustee           $5,000
National Association


HEALTHSOUTH: Will Hold Creditors & Shareholders Meeting on Mon.
---------------------------------------------------------------
HealthSouth Corporation (OTC Pink Sheets: HLSH) will hold a
meeting for creditors and stockholders in New York City on Monday,
July 7, 2003, at 3:00 pm Eastern Time, to review its preliminary
business plan and to provide current financial projections for the
next twelve months. The meeting will be hosted by Joel C. Gordon,
Interim Chairman of the Board, Robert P. May, Interim Chief
Executive Officer, and Bryan Marsal, Chief Restructuring Officer.

Individuals may access the meeting by phone by dialing 888-913-
9967. International callers should dial 773-756-4625. A digital
recording will be available, beginning two hours after the
completion of the meeting, from July 7, 2003 to July 17, 2003. To
access the recording, please dial 800-839-2153 and enter the pass
code 3393. International callers should dial 402-998-1179.

A live Internet broadcast will also be available at
http://www.healthsouth.comby clicking on an available link. The
Webcast will be archived for replay purposes for one week after
the live broadcast on the same Web site.

A copy of the slide presentation that HealthSouth plans to use
during the meeting will be filed with the U.S. Securities and
Exchange Commission and will also be posted on the Company's Web
site at http://www.healthsouth.com

The location for the meeting will be announced at a later date.

HealthSouth, which is currently in default under its credit
facility with JPMorgan Chase Bank and Wachovia Securities, is the
nation's largest provider of outpatient surgery, diagnostic
imaging and rehabilitative healthcare services, with nearly 1,700
locations in all 50 states and abroad. HealthSouth can be found on
the Web at www.healthsouth.com .


KMART CORP: Sues Handleman to Recoup $49MM Critical Vendor Payment
------------------------------------------------------------------
Kmart Holding Corporation (Nasdaq: KMRT) has filed a complaint in
U.S. Bankruptcy Court for the Northern District of Illinois
against Handleman Company to recover the $49 million critical
vendor payment Kmart paid to Handleman at the outset of Kmart's
Chapter 11 bankruptcy proceedings in 2002.

Prior to filing the complaint against Handleman, Kmart requested
either the return of the $49 million for placement in a segregated
account to maintain the status quo, or a letter of credit
guaranteeing that amount pending the outcome of the "critical
vendor payment issue" which is under review with the Seventh
Circuit Court of Appeals.  Handleman refused to comply with
Kmart's requests.

Julian C. Day, President and Chief Executive Officer of Kmart,
said: "This management team continues to work hard to improve
business relationships with our vendors. Notwithstanding the legal
outcome of the critical vendor payment issue, Kmart and our
vendors seek to maintain positive and profitable relationships
going forward."

On April 10, 2003, the United States District Court for the
Northern District of Illinois, Eastern Division, reversed the
Bankruptcy Court's order authorizing payment of prepetition claims
of certain critical trade vendors. As a result, under the current
state of law as determined by the District Court and certain other
circuit courts, Kmart's payment of $49 million to Handleman at the
outset of the bankruptcy case was not authorized. Although it did
not order the immediate return of the money, the District Court
said, "It is not too late for the monies to be returned."

The District Court decision has been appealed to the Seventh
Circuit Court of Appeals. Kmart believes it has the fiduciary duty
to its stakeholders to pursue recovery of the critical vendor
payments in the event that the Court of Appeals affirms the
District Court decision. In light of the magnitude of the amount
of money paid to Handleman, it is important that Kmart's ability
to recover such amounts is protected. If the court's ruling is
adverse to Handleman, Kmart intends to pursue from Handleman
recovery of the critical vendor payment. Kmart does not believe
that any defenses that may be asserted by Handleman will prevent a
recovery of money by Kmart.

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


KMART: Handleman Will Continue Relationship Despite Lawsuit
-----------------------------------------------------------
Handleman Company (NYSE: HDL) -- http://www.handleman.com--
commented on a complaint filed by Kmart Corporation arising out of
Handleman's status as a critical trade vendor in Kmart's Chapter
11 bankruptcy proceedings.

Stephen Strome, Chairman and Chief Executive Officer of Handleman,
said: "The critical trade vendor issue is the last remaining item
of the Kmart Chapter 11 bankruptcy.  Notwithstanding the complaint
that Kmart has filed, we maintain a strong and continuing business
relationship with Kmart.  We appreciate the opportunity to work
with the Company's new management team to grow music and video
sales in all its stores."

                        Background

When Kmart filed for Chapter 11 protection in January 2002, it
requested that the Bankruptcy Court designate Handleman and
several other companies "critical trade vendors."  The court
approved this designation, and Handleman received $49 million in
payment of Kmart's obligations.

Being designated a critical trade vendor required Handleman to
continue providing product during Kmart's Chapter 11
reorganization.  Additionally, Handleman did not assert at that
time certain rights it would have been entitled to claim had it
not been named a critical trade vendor.  These included the
opportunity to offset Kmart's pre-petition indebtedness by the
return of pre-petition merchandise.

One creditor later appealed the Bankruptcy Court's critical trade
vendor order to the United States District Court.  Handleman was
not notified of that appeal.  The District Court recently ruled
that the Bankruptcy Court's designation regarding critical trade
vendors was not appropriate under the Bankruptcy Code.  The
District Court's order did not require repayment of the amounts
received by the critical trade vendors.

Kmart immediately appealed the District Court's ruling to the
United States Court of Appeals.  Handleman subsequently was
permitted to intervene and participate in that appeal.  Handleman
is asserting that it was properly designated a critical trade
vendor and appropriately received payment of the $49 million.

Kmart recently filed a complaint before the Bankruptcy Court
asking that the $49 million be reimbursed.  Handleman believes
that the Court of Appeals will rule in its favor and no repayment
of any amount would be required. However, no assurance can be
given as to the outcome of the appeal. Handleman's position is
that, as a result of being named a critical trade vendor, the
economic concessions it made were substantially equivalent to the
$49 million payment received.

Handleman Company is comprised of two operating divisions:
Handleman Entertainment Resources and North Coast Entertainment.

H.E.R. is a category manager and distributor of recorded music to
mass merchants in the United States, United Kingdom, Canada,
Mexico, Brazil and Argentina.  As a category manager, H.E.R.
manages a broad assortment of titles to optimize sales and
inventory productivity in retail stores and provides direct-to-
store shipments, marketing and in-store merchandising.

NCE's Anchor Bay Entertainment unit is an independent home video
label which markets a vast collection of popular titles on DVD and
VHS that range from children's classics to exercise to suspense
and horror.


LEAP WIRELESS: Hires UBS Warburg to Render Financial Advice
-----------------------------------------------------------
Eric D. Brown, Esq., at Latham & Watkins LLP, in Los Angeles,
California, explains that Leap Wireless International Inc., and
its debtor-affiliates seek to employ UBS Warburg LLC as their
financial advisors to, inter alia:

    -- provide advisory services in connection with restructuring
       the Debtors' liabilities,

    -- assist with evaluating any business combination,
       settlement, merger or acquisition opportunities,

    -- assist in the efforts to obtain confirmation of the
       Debtors' plan of reorganization, and, if needed,

    -- provide testimony at confirmation regarding feasibility and
       financial matters pursuant to the Debtors' plan of
       reorganization.

The Debtors believe that UBS Warburg, a leading investment bank
in, among other areas, mergers and acquisitions, bank financings
and public and private securities offerings involving both debt
and equity, is well qualified to provide financial advisory
services because of its substantial experience in restructuring
and bankruptcy reorganizations, particularly in the
telecommunications industry.

In the past, Mr. Brown notes that UBS Warburg has provided
services in many recent financing and restructuring transactions,
including those of American Telecasting; Candescent Technologies
Corporation; Compass Aerospace; Doman Industries Limited; Grupo
Simec; Iridium LLC; MCI WorldCom; NextWave Personal
Communications, Inc.; NTELOS Inc.; PhaseMetrics, Inc.; Qwest
Communications International; Redback Networks, Inc.; Seminis,
Inc. and United Pan Europe Communications N.V.  Given UBS
Warburg's background, expertise, reputation and historical
performance, the Debtors believe that UBS Warburg has the
capability and experience to provide the requested services and
is both well qualified and uniquely able to provide services to
the Debtors and the estates in an efficient manner.

On August 28, 2002, Mr. Brown relates that the Debtors and UBS
Warburg executed an engagement letter under which UBS Warburg
agreed to act as their exclusive financial advisor in connection
with any Restructuring Transaction.  UBS Warburg has agreed to
continue to act as the Debtors' exclusive financial advisor in
these Chapter 11 cases and to perform these services:

    A. Advising and assisting the Debtors in analyzing,
       structuring and negotiating any Restructuring Transaction;
       including, without limitation, providing reasonable and
       customary assistance to consummate any transaction,
       including but not limited to, providing in any in-court
       restructuring customary expert testimony relating to
       financial matters -- including the feasibility of any plan
       of reorganization and the value of any reorganization
       securities issued or to be issued;

    B. Assisting the Debtors in soliciting tenders and consents in
       connection with any Restructuring Transaction, except to
       the extent that the Restructuring Transaction is intended
       to comply with the requirements of Section 3(a)(9) of the
       Securities Act of 1933, as amended; and

    C. Advising and assisting the Debtors in analyzing a potential
       private equity or equity linked financing and identifying
       and contacting prospective purchasers and if the Debtors
       determine to pursue a Private Equity Financing, advising
       and assisting the Debtors in negotiating the Private Equity
       Transaction.

Steven D. Smith and Stanley Holtz are the UBS Warburg Managing
Directors who will have primary responsibility for the engagement.
They will be assisted by other professionals at UBS Warburg as may
be required or appropriate from time to time.

UBS Warburg intends to apply to this Court for payment of
compensation and reimbursement of out-of-pocket expenses in
accordance with applicable provisions of the Bankruptcy Code, the
Bankruptcy Rules and in accordance with the Court's interim and
final fee procedures.  UBS Warburg will charge Leap and Cricket
these fees for its professional services:

    A. A $400,000 retainer fee, which the Debtors paid in
       September 2002;

    B. A $200,000 monthly cash advisory fee.  After the
       commencement of these Chapter 11 cases, the Monthly
       Advisory Fee will be paid by Cricket Communications, Inc.,
       in advance, on the 15th day of each month during the term
       of the engagement.  No portion of the Monthly Advisory Fee
       will be credited against any other fee payable to UBS
       Warburg;

    C. In the event the Restructuring Transaction is consummated,
       a $3,350,000 transaction fee, to be paid by Cricket
       Communications, Inc.  The Transaction Fee will be earned
       and payable after the effective date of a plan of
       reorganization by the Debtors;

    D. If the Company consummates a Private Equity Financing other
       than a Qualcomm Transaction, Cricket Communications, Inc.
       will pay UBS Warburg in cash at the closing a 5% gross
       spread on the aggregate amount of the financing; and

    E. The reimbursement of all reasonable expenses incurred by
       UBS Warburg in connection with the services rendered to the
       Debtors, including the reasonable fees, disbursements and
       other charges of its legal counsel.

The fees and expenses provided for in the Engagement Letter are
the product of extensive arm's-length negotiations and are typical
of fee structures typically utilized by UBS Warburg and other
leading financial advisory firms, which do not bill their clients
on an hourly basis.  All fees and expenses, which accrue prior to
confirmation, will be subject to Bankruptcy Court approval through
the filing of a final fee application in accordance with the
provisions of the Bankruptcy Code, Bankruptcy Rules and Local
Rules and Orders of the Court.

Mr. Smith assures the Court that UBS Warburg has not been engaged
by and does not represent any creditors or other parties-in-
interest in these Chapter 11 cases, or their attorneys, in any
matter that is adverse to the interests of the Debtors as
debtors-in-possession.  To the best of the Debtors' knowledge,
information and belief, UBS Warburg:

      (i) does not hold any interest adverse to the Debtors as
          debtors-in possession or their estates with respect to
          the matters on which the Firm is to be engaged; and

     (ii) is a "disinterested person", as that term is defined in
          Section 101(14) of the Bankruptcy Code.

                             Objections

(1) Informal Vendor Debt Committee

Gerald N. Sims, Esq., at Pyle Sims Duncan & Stevenson, in San
Diego, California, tells the Court that over the past few months,
the Informal Vendor Debt Committee has been working with the
Debtors and UBS Warburg LLC to try and negotiate an acceptable
agreement in connection with UBS' retention.  The UBS retention
issue has a direct impact on the holders of Cricket
Communications Inc.'s senior secured debt, as the UBS fees will
be paid in whole or part by these creditors' cash collateral.

In mid-May 2003, the Informal Vendor Debt Committee believed that
it had an agreement with the Debtors and UBS as to the terms of
the Firm's retention.  The Informal Vendor Debt Committee is
currently working with the Debtors to resolve this
"misunderstanding."  Until this issue has been resolved, the
Informal Vendor Debt Committee asks the Court not to enter an
order approving UBS' retention on the terms set forth in the
application.

(2) Official Committee of Unsecured Creditors

While the Committee has had discussions with the Debtors
regarding the terms of UBS' retention prior to the filing of the
Debtors' application, the Committee had not formally consented to
UBS' retention.  Moreover, based on recent discussions with
counsel to the Debtors and the Informal Vendor Committee, it
appears that the proposed terms of UBS' retention will be subject
to further modification.  Accordingly, the Committee asks the
Court not to enter an order approving UBS' retention until it has
had the opportunity to review the final terms of UBS' retention.
(Leap Wireless Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


LEVEL 3 COMMS: Affirms Guidance for Q2 and Full Year 2003
---------------------------------------------------------
Level 3 Communications, Inc. (Nasdaq: LVLT) reaffirmed financial
guidance for the second quarter and full year 2003.

Level 3 is reaffirming the projections that the company issued on
April 24, 2003, although certain line item components of its
consolidated guidance numbers may be different from what was
presented in Level 3's first quarter 2003 earnings press release.

Level 3 (Nasdaq: LVLT), whose March 31, 2003 balance sheet shows a
total shareholders' equity deficit of about $58 million, is an
international communications and information services company.
The company operates one of the largest Internet backbones in the
world, is one of the largest providers of wholesale dial-up
service to ISPs in North America and is the primary provider of
Internet connectivity for millions of broadband subscribers,
through its cable and DSL partners.  The company offers a wide
range of communications services over its broadband fiber optic
network including Internet Protocol (IP) services, broadband
transport, colocation services, Genuity managed services, and
patented Softswitch-based managed modem and voice services.  Its
Web address is http://www.Level3.com

The company offers information services through its subsidiaries,
(i)Structure and Software Spectrum.  For additional information,
visit their respective Web sites at
http://www.softwarespectrum.comand http://www.i-structure.com


LEVEL 3 COMMS: Offering $250 Million of Convertible Senior Notes
----------------------------------------------------------------
Level 3 Communications, Inc. (Nasdaq: LVLT) is offering $250
million aggregate principal amount of its Convertible Senior Notes
due 2010 in an underwritten public offering.  The company will
also grant to the underwriters an option to purchase an additional
$37.5 million aggregate principal amount of its Convertible Senior
Notes solely to cover over-allotments.

Level 3 intends to use the net proceeds for working capital,
capital expenditures and other general corporate purposes,
including new product development, debt repurchases and
acquisitions.

The offering is being made by a group of underwriters led by
Citigroup and other additional co-managers that the company
expects to select.  Citigroup will be the sole book running
manager.  The company currently expects that the offering will be
completed in July 2003.

A registration statement relating to the Convertible Senior Notes
has been declared effective by the Securities and Exchange
Commission.  Offers and sales of the Convertible Senior Notes may
be made only by the related prospectus and prospectus supplement,
which may be obtained from Citigroup Global Markets Inc., 390
Greenwich Street, New York, N.Y., 10013.

Level 3 (Nasdaq: LVLT), whose March 31, 2003 balance sheet shows a
total shareholders' equity deficit of about $58 million, is an
international communications and information services company.
The company operates one of the largest Internet backbones in the
world, is one of the largest providers of wholesale dial-up
service to ISPs in North America and is the primary provider of
Internet connectivity for millions of broadband subscribers,
through its cable and DSL partners.  The company offers a wide
range of communications services over its broadband fiber optic
network including Internet Protocol (IP) services, broadband
transport, colocation services, Genuity managed services, and
patented Softswitch-based managed modem and voice services.  Its
Web address is http://www.Level3.com

The company offers information services through its subsidiaries,
(i)Structure and Software Spectrum.  For additional information,
visit their respective Web sites at
http://www.softwarespectrum.comand http://www.i-structure.com


MAGELLAN HEALTH: Secures Improved Equity Investment Commitment
--------------------------------------------------------------
Magellan Health Services, Inc. (OCBB:MGLH) announced that the
terms of its equity investment commitment agreement with Onex
Corporation have been revised to increase the price to be paid by
Onex to a price that is based on a pre-money equity valuation of
$285 million (C$385 million), compared with $185 million (C$250
million) under the original Onex commitment. The terms were
revised after Magellan received competing interest concerning an
equity investment commitment. As under the original Onex
commitment, the revised commitment provides for Magellan to
receive an equity investment of $150 million upon consummation of
its Chapter 11 reorganization.

The revised Onex equity commitment has the support of the Official
Committee of Unsecured Creditors appointed in its Chapter 11 case,
and Magellan stated that it continues to believe that it will
emerge from Chapter 11 in September 2003.

Steven J. Shulman, chief executive officer of Magellan Health
Services, stated, "Our higher equity value is great news for our
customers, providers, employees and creditors, because it means
that serious investors are demonstrating increasing interest in
Magellan's future."

"I am very pleased that Onex remains committed to its investment.
I again thank Magellan's customers and providers for their loyalty
and our employees for their dedication," Mr. Shulman concluded.

Robert LeBlanc, managing director of Onex Corporation, stated, "We
have confidence in Magellan's market, its current and potential
performance, and its management team, and we are pleased to
reaffirm our partnership with Magellan through this equity
investment commitment."

"The Chapter 11 process has successfully enhanced the prospective
strength and value of reorganized Magellan," said Saul E. Burian,
director of Houlihan Lokey Howard & Zukin, which is the financial
advisor to the Official Committee of Unsecured Creditors.
"Magellan's attractive business and its equity investment
commitment give us great confidence in its ability to perform
according to its plans and achieve its potential when it exits
Chapter 11."

The complete terms of the revised equity investment commitment
will be filed with the U.S. Bankruptcy Court for the Southern
District of New York Bankruptcy Court, and will be incorporated
into a forthcoming amended Plan of Reorganization and Disclosure
Statement.

The revised investment commitment retains substantially the same
components as the original commitment, with the following
exceptions:

-- The rights offering to be made available to the Company's
   general unsecured creditors, including holders of note claims,
   has been increased to $75 million of new equity in reorganized
   Magellan, or approximately 17.2%, compared with $50 million, or
   approximately 14.9% of the new equity in reorganized Magellan.
   As under the original Onex commitment, Onex has agreed to
   purchase all such equity that is not purchased by the Company's
   general unsecured creditors and holders of note claims. (As a
   result of the expansion of the rights offering, the remainder
   of Onex's $150 million commitment will be a $75 million direct
   investment in exchange for 17.2% of the new equity in
   reorganized Magellan, compared with $100 million in exchange
   for 29.9%);

-- For holders of unsecured claims who elect the Cash Option, the
   price that Onex has committed to pay will be based on a pre-
   money equity valuation of reorganized Magellan of $225 million,
   compared with $150 million under the original commitment;

-- The cash payment of up to $50 million to holders of unsecured
   claims who elect the Cash Option will be funded entirely by
   Onex, and if the Cash Option is fully subscribed Onex would
   acquire from participants in the Cash Option an additional
   14.6% of the new equity in reorganized Magellan; and

-- The two directors of reorganized Magellan's initial seven
   member board that are to be designated by the official
   creditors committee shall have initial terms of three years.

The Onex commitment is subject to certain conditions as set forth
in the commitment letter, including approval by the Bankruptcy
Court having jurisdiction over Magellan's Chapter 11 case. The
implementation of the investment by Onex and the effectiveness of
Magellan's restructuring are conditioned on confirmation and
consummation of the Plan in accordance with the U.S. Bankruptcy
Code.

Gleacher Partners LLC is serving as financial advisor to Magellan
Health Services, and Weil, Gotshal & Manges LLP is bankruptcy
counsel to Magellan Health Services.

Headquartered in Columbia, Md., Magellan Health Services
(OCBB:MGLH), is the country's leading behavioral managed care
organization, with approximately 65 million covered lives. Its
customers include health plans, corporations and government
agencies.

      Summary Terms of the Revised Onex Equity Commitment

The revised Onex equity commitment contains three principal
components. First, Onex has agreed to purchase $75 million of
equity of reorganized Magellan to the extent such equity is not
purchased by the Company's general unsecured creditors, including
holders of note claims, who will be offered the right to purchase
such equity by the Company under the Plan. The equity issued
pursuant to this rights offering will equal approximately 17.2% of
the equity of reorganized Magellan. Second, Onex will invest $75
million in reorganized Magellan in exchange for new equity that
also will represent approximately 17.2% of the outstanding common
equity of reorganized Magellan.

Under the third component of the Onex commitment, the Plan will be
amended to provide holders of unsecured claims the opportunity to
elect to receive cash in lieu of a portion of the shares of
reorganized Magellan that they would otherwise be entitled to
receive under the Plan, up to a maximum of $50 million for the
class (the "Cash Option"). Those holders who elect the Cash Option
will receive their pro rata share of up to $50 million in cash,
which will reduce their distribution of common stock in
reorganized Magellan by a number of shares that is equal in value
to the cash received, based upon an equity valuation of
reorganized Magellan of $225 million. This cash payment of up to
$50 million will be funded by Onex, and if the Cash Option is
fully subscribed, Onex would acquire from participants in the Cash
Option an additional 14.6% of the new equity in reorganized
Magellan.

Of the total investment of $150 million in the Company, the
Company will use approximately $50 million to $75 million to
reduce debt. The proceeds of the $150 million equity investment
not used to reduce debt will be available to the Company for
general corporate purposes.

If creditors elect to receive $50 million in cash under the Cash
Option and no creditors elect to participate in the rights
offering, Onex would make a total equity investment of $200
million in the equity of reorganized Magellan and own
approximately 49% of the new equity in reorganized Magellan. If no
creditors elect the Cash Option and creditors participate fully in
the rights offering by investing $75 million in the Company,
Onex's total investment would be $75 million and it would own
approximately 17.2% of the new equity in reorganized Magellan.

The equity Onex acquires initially will have 50% of the voting
rights with respect to matters to be voted on by common equity
holders. The board of directors of Reorganized Magellan will
consist of seven members, five to be designated by Onex and two to
be designated by the official creditors committee (which two will
have initial terms of three years). Thereafter, Onex will have the
right to elect three of the seven directors of reorganized
Magellan, all common equity holders voting together will have the
right to elect two directors (with Onex having 50% of the vote)
and all common equity holders other than Onex will have the right
to elect two directors (after the expiration of the three-year
term of the two directors designated by the creditors committee).
Onex's voting rights will not be transferable upon the sale of any
of its shares, and Onex will be subject to certain minimum equity
ownership thresholds and mandatory conversion triggers, as
detailed in the commitment letter.


MARTIN INDUSTRIES: Fails to Meet Form 10-K, 10-Q Filing Deadline
----------------------------------------------------------------
On December 27, 2002, Martin Industries, Inc. filed a voluntary
petition for relief in the United States Bankruptcy Court for the
Northern District of Alabama in Decatur, Alabama under Chapter 11
of the United States Bankruptcy Code styled In re Martin
Industries, Inc., Case No. 02-85553.

The Company has ceased all business operations. The Company has no
employees and extremely limited financial resources. As a result,
the Company is unable to prepare and file annual and quarterly
reports on Form 10-K and 10-Q. In reliance on Commission Release
No. 34-9660, the Company is filing the monthly operating reports
it is required to submit to the Bankruptcy Court pursuant to
Bankruptcy Rule 2015 with the Commission on Form 8-K within 15
calendar days after each such report is due to the Bankruptcy
Court in lieu of the periodic reports on Form 10-Q and Form 10-K
required by the Securities and Exchange Act of 1934, as amended.

Martin Industries designs, manufactures and sells high-end, pre-
engineered gas and wood-burning fireplaces, decorative gas logs,
fireplace inserts and gas heaters and appliances for commercial
and residential new construction and renovation markets, and
do-it-yourself utility trailer kits known as NuWay.


MDC CORP: S&P Withdraws BB Credit Rating at Company's Request
-------------------------------------------------------------
Standard & Poor's Ratings Services has withdrawn its 'BB-' long-
term corporate credit rating on marketing communications and
secure transaction services provider MDC Corp. Inc. at the
company's request.

At the same time, Standard & Poor's withdrew its 'B' rating on the
company's US$86.4 million 10.5% senior subordinated notes due
2006, following MDC's redemption of these notes. Consequently, the
company is no longer subject to continuous surveillance by
Standard & Poor's.


M/I SCHOTTENSTEIN: April and May New Contracts Jump-Up 23%
----------------------------------------------------------
M/I Schottenstein Homes, Inc. (NYSE: MHO) announced that April and
May New Contracts increased 23% over the prior year period.  New
Contracts were 947 versus 769 in the prior year period.  The
Company has announced this information in preparation for certain
meetings that will be held in early July.

M/I Schottenstein Homes, Inc. is one of the nation's leading
builders of single-family homes, having sold over 53,000 homes.
The Company's homes are marketed and sold under the trade names
M/I Homes and Showcase Homes.  The Company has homebuilding
operations in Columbus and Cincinnati, Ohio; Indianapolis,
Indiana; Tampa, Orlando and Palm Beach County, Florida; Charlotte
and Raleigh, North Carolina; Virginia and Maryland.

As reported in Troubled Company Reporter's June 11, 2003 edition,
Fitch Ratings affirmed the implied rating of 'BB' for the senior
unsecured debt of M/I Schottenstein Homes, Inc. The rating
applied to the unsecured bank credit facility. The 'B+' rating
for the company's senior subordinated notes was affirmed. The
Rating Outlook is Stable.

The ratings reflect MHO's healthy financial structure, solid
coverages and strong operating performance consistent with the
current point in the housing cycle. The company's debt-to-EBITDA
of 0.6 times and debt-to-capital ratio of approximately 19% are
considered conservative for the rating and enhance financial
flexibility in the event of an economic downturn. The rating
incorporates the potential for leverage to rise from current
levels.


MIRANT CORP: Bondholders Support June 30 Amended Exchange Offers
----------------------------------------------------------------
Mirant (NYSE: MIR) has been advised by representatives of an ad
hoc committee of the company's bondholders that the holders of
approximately 66.67 percent of those bonds have indicated their
support for the company's exchange offers and related pre-packaged
plan of reorganization, as amended on June 30, and that they
intend to tender and vote accordingly.  The ad hoc committee
represents holders of the company's 2.5 percent convertible senior
debentures due 2021 and its 7.4 percent senior notes due 2004.

"With 10 business days to go in our offer, this amount of support
from our bondholders is a crucial component of our effort to
achieve a successful out-of-court restructuring," said Marce
Fuller, president and chief executive officer, Mirant.  "We are
increasingly optimistic that we will reach the 85 percent minimum
acceptance required from our bondholders."

In the June 30 amended exchange offers, Mirant is offering to
exchange for each $1,000 principal amount of bonds:  $1,000
principal amount of new senior secured notes due in 2008, warrants
to acquire 22.47 shares of the company's common stock, and $5 in
cash.  Assuming 100 percent acceptance of the exchange offers, the
warrants would represent, in aggregate, 4 percent, of the
company's stock on a fully diluted basis.  These warrants will be
priced six months after the closing of the exchange offers at 120
percent of the 30-day average closing price of Mirant's common
stock on the New York Stock Exchange.

Mirant also announced that Mirant Americas Generation LLC, a
Mirant subsidiary, is offering $1,000 of principal amount of new
secured debt with an interest rate of 8.25 percent in exchange for
each $1,000 principal amount of the $500 million face amount of
its outstanding 7.625 percent senior notes due 2006.  In lieu of
warrants to acquire Mirant common stock, the company will make an
additional $10 cash payment per $1,000 principal amount.
Securities laws prevent MAG from offering Mirant warrants.

Mirant also disclosed the terms it is offering its bank lenders to
restructure approximately $3.1 billion of bank debt.  The revised
proposal includes up to $1.1 billion of first lien capacity ahead
of the lien proposed to be shared by banks and bondholders on
substantially all of the company's unencumbered assets.  In
addition to securing $300 million of bank debt owed by Mirant's
subsidiary MAG, that first lien capacity will be available to
support letters of credit as well as new financing, which will
improve the company's liquidity.

Although Mirant has received informal indications that the revised
terms may be acceptable to certain individual banks, the company
cautioned that neither the bank agents, nor any committee
representing the banks, have agreed to any terms.

"We plan to continue discussions with our banks over the next two
weeks, and we remain hopeful we will be able to reach a consensual
out-of-court restructuring," said Fuller.

The exchange offers will expire at midnight EDT on July 14.  The
terms of these offers are fully described in the exchange offers
and disclosure statement documents provided by the company to its
targeted bondholders.

The documents describing the amended exchange offers and
solicitation of acceptances of the pre-packaged plan of
reorganization have been filed with the Securities and Exchange
Commission.  The documents are also available on the company's Web
site, at http://www.mirant.com

As previously announced, Mirant is seeking concurrent approval of
both its exchange offers and a pre-packaged plan of
reorganization.  The pre-packaged plan is a contingency in case
the company is not able to get the required support for an out-of-
court restructuring.  The Mirant exchange offers currently require
holders of 85 percent of the face amount of the Mirant debt sought
for exchange to agree to a new plan.  Refinancing of the credit
facilities requires the agreement of all of the company's banks.
A pre-packaged Chapter 11 reorganization only requires the
approval of two-thirds in amount, and more than one-half in
number, of each class of solicited creditors who actually vote on
the plan.  Upon confirmation of a plan of reorganization, all
affected creditors are bound by its terms, whether they voted or
not and regardless of whether they voted in favor or not.

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


NAT'L EQUIPMENT: Case Summary & 50 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: National Equipment Services
             1603 Orrington Avenue
             Suite 1600
             Evanston, Illinois 60201

Bankruptcy Case No.: 03-27626

Debtor affiliates filing separate chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Rebel Studio Rentals                       03-27634
        NES Shoring                                03-27643
        NES Management Service Corp                03-27651
        NES Equipment Services Corporation         03-27660
        NES Partners Inc.                          03-27665
        Falconite Rebuild Center                   03-27671
        NES Indiana Partners                       03-27680
        NES Companies                              03-27684
        NES Equipment Rental                       03-27688
        NES Traffic Safety                         03-27691

Type of Business: The Debtor rents specialty and general equipment
                  to industrial and construction end users.

Chapter 11 Petition Date: June 27, 2003

Court: Northern District of Illinois (Chicago)

Judge: Pamela S. Hollis

Debtors' Counsel: James A. Stempel, Esq.
                  Kirkland & Ellis
                  200 E Randolph Drive
                  Chicago, Illinois 60601
                  Tel: 312-861-2000

Estimated Assets: More than $100 Million

Estimated Debts: More than $100 Million

Debtor's 50 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
JLG Industries Inc.                                   $973,412
1 JLG Drive
McConnellsburg, PA 17233-052
Tel: 717-485-5161
Fax: 717-485-6417
Chris Mellot

Genie Industries                                      $568,262
12506 Collections Center Drive
Chicago, IL 60693
536-1800
Tel: 800-536-1800
Fax: 888-274-6192
Roger Brown

3M                                                    $709,168
Building 225-58-08
St. Paul, MN 55133
Tel: 888-763-2519
Fax: 888-763-2592
Dave Tillman

AI Credit (Imperial AI Credit Companies)              $569,352
615 Davis Dr. Suite 700
Durham, NC 27713
Tel: 877-902-4242
Fax: 630-435-1025

Terex Corporation                                     $567,159
12460 Collections Center Drive
Chicago, IL 60693
Tel: 708-935-1243
Fax: 708-430-5331
Murray Scott

Ennis Paint, Inc.                                     $451,609
1509 South Kaufman
Ennis, TX 75120
Tel: 972-875-7272
Fax: 972-878-0685

Sherwin Williams                                      $399,303
2416 Teal Road
Lafayette, IN 47905-2220
Tel: 765-477-9893
Fax: 765-477-9893

Ziese Manufacturing Co. Inc.                          $378,574
Total
209 NW 111 St.
Oklahoma City, OK 73114
Tel: 405-751-1925
Fax: 405-751-1928

CNA Risk Management                                   $373,862
C.N.A. Plaza
333 S. Wabash Avenue
Chicago, IL 60604
Tel: 312-822-6445
Fax: 312-817-3855

Bent Manufacturing                                    $285,539
17311 Nichols Street
Huntington Beach, CA 92647
Tel: 714-842-0600
Fax: 714-842-2959

Celerant Consulting                                   $256,668
45 Hayden Avenue
Lexington, MA 02421
Tel: 781-674-0400
Fax: 781-274-7204

John Deere Construction Co.                           $248,324

PriceWaterhouse Coopers LLP                           $238,830

United Rentals #4321527                               $174,664

RMI Corporation                                       $160,335

Omniquip Parts Worldwide                              $155,519

L.B. Foster Company                                   $154,891

Transdyn Controls, Inc.                               $149,832

Midstate Manufacturing                                $148,582

Walpar Incorporated                                   $142,777

ADDCO                                                 $142,162

Rayovac Corporation                                   $141,957

Services and Materials Company                        $127,131

Hyster Company                                        $125,960

Tennant Sales & Service Co.                           $119,746

Work Area Protection Corp.                            $115,591

Gulf Industries                                       $111,870

Iron Rhino                                            $104,000

Curtis 1000 Inc.                                      $101,841

Sullair Corporation                                   $100,253

Dambach, Inc.                                          $95,895

Skyjack Inc.                                           $94,917

Thorstad Chevrolet                                     $91,334

St. Joseph County Treasurer                            $90,482

Cataphote                                              $86,578

GE Capital Fleet                                       $86,177

Custom Services International                          $84,740

Crown Lift Trucks                                      $83,869

Ingersoll-Rand                                         $83,786

Four Star Transportation LLC                           $81,904

Potters Industries                                     $80,900

Avery Dennison                                         $80,258

Interstate Highway Sign                                $78,598

KAR Products                                           $75,761

GEHL                                                   $74,388

Trelleborg Road Tape                                   $73,599

Traffix Devices, Inc.                                  $71,317

Daewoo Heavy Industries                                $70,575

Brookfield Fabricating Corp.                           $69,305

Multiquip Inc.                                         $68,344


NAT'L STEEL: Judge Squires Clears LaSalle & Tinplate Compromise
---------------------------------------------------------------
National Steel Corporation, its debtor-affiliates and Tinplate
Partners International, Inc. are parties to a secured financing
arrangement . . . and Tinplate owes the Debtors some money.
Tinplate also happens to be indebted to LaSalle Business Credit
Inc.  National Steel and LaSalle entered into a Subordination
Agreement dated April 10, 2000.  Under that Agreement, the parties
agreed that the Debtors held three categories of claims against
Tinplate:

      (i) A secured claim;
     (ii) A claim for "reimbursable obligations"; and
    (iii) A claim for unpaid trade receivables.

The Debtors agreed to subordinate their secured claim and the
claim for reimbursable obligations -- but not the trade
receivables claim -- to LaSalle's secured claims against
Tinplate.

David N. Missner, Esq., at Piper Rudnick, in Chicago, Illinois,
informs the Court that Tinplate is the debtor in a Chapter 11
proceeding pending before the U.S. Bankruptcy Court for the
Northern District of Indiana, Hammond Division.  Tinplate sold
substantially all of its property in 2002 and now has $172,000
available for "carved-out" distribution to unsecured creditors.

Tinplate has scheduled the Debtors as holding a $9,000,000
unsecured claim -- a $6,000,000 claim for the trade receivables
plus a $3,000,000 deficiency claim.  Accordingly, Tinplate
intends to distribute to the Debtors $122,687, its pro rata share
of the $172,000 it is holding for unsecured creditors.

LaSalle objected to Tinplate distributing $122,687 to the
Debtors, arguing that the Subordination Agreement does not permit
the Debtors to step ahead of LaSalle as to any of National
Steel's secured, subordinated claims.  Rather than litigate the
priority of the three categories of Tinplate debt to National
Steel, LaSalle and the Debtors entered into a Settlement under
which the Debtors will permitted to receive 100% of the $122,687
that is attributable to their trade claim and 50% of the $122,687
that is attributable to their secured claim for principal and
reimbursable obligations.

Thus, of the $122,687 due from Tinplate, the Debtors will receive
$81,332 on account of its trade claim of nearly $6,000,000.  Of
the remaining $40,666 to come from Tinplate, the Debtors will
receive half, $20,333, with LaSalle receiving the other half.  As
part of the Settlement, LaSalle and National Steel will have no
further claims against each other as to any Tinplate assets.

Mr. Missner asserts that the Settlement should be approved
because:

    (a) the Debtors will recoup a portion of its claim, in cash,
        without the necessity for further litigation of the
        Subordination Agreement;

    (b) the Settlement is within the range of reasonableness if
        LaSalle and the Debtors had litigated this matter; and

    (c) Tinplate simply does not have sufficient assets to pay
        more than is being proposed in its distribution report.
        Thus, the amount at issue with LaSalle is really not that
        large in the scheme of the Tinplate case, and the Debtors
        do not believe they are relinquishing a lucrative amount.

Accordingly, Judge Squires approves the Debtors' compromise with
LaSalle. (National Steel Bankruptcy News, Issue No. 31; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


NATIONAL WINE & SPIRITS: Reports Improved 2003 Financial Results
----------------------------------------------------------------
National Wine & Spirits, Inc., increased both product and
distribution fee revenue for the year ended March 31, 2003, as
compared to the prior annual period. For the year ended March 31,
2003, net income was $15.8 million versus $7.5 million for the
prior year period, while EBITDA was $34.7 million, versus $27.7
million for the prior year period. The revenue increase was
primarily from the Company's United States Beverage, LLC division,
which experienced significant increases in sales volume due to the
nationwide distribution of Grolsch beers and Seagram Coolers that
commenced in January 2002 and April 2002, respectively. Net income
growth was primarily attributable to a vendor settlement payment
and gains from the discounted repurchases of the Company's senior
notes. Although the increased volume from the Company's United
States Beverage division contributed to the increased sales for
the annual period ended March 31, 2003, net income and EBITDA were
offset by decreased sales volume and lower profitability due to
the loss of the Pernod and Diageo distribution rights in certain
markets.

Total product revenue increased $30.3 million, or 4.6%, to $689.9
million for the year ended March 31, 2003 versus $659.6 million
for the prior year period. The revenue increase for the year ended
March 31, 2003 as compared to the prior year was primarily due to
increased sales by the Company's USB division. Case and dollar
volume of wine in the product sales divisions remained stable;
increasing 5.6% and 2.4%, respectively, during the current annual
period ended March 31, 2003 over the prior year period. Spirits
case and dollar volume in the product sales divisions declined
1.1% and 3.8%, respectively, primarily due to the loss of certain
distribution rights in the Company's Illinois market. Fee revenue
for the year ended March 31, 2003 increased 4.7% on lower case
sales from the comparable prior annual period. The Company was
able to increase fee revenue due to a $0.16 per case fee increase
approved by the State of Michigan for 2002 and greater brokerage
fee revenue for the year ended March 31, 2003 as compared to the
prior year period.

Total operating expenses increased 10.3% to $144.6 million for the
year ended March 31, 2003 from $131.0 million for the prior year
period. Increased selling expenses and administrative support of
the USB division were primarily responsible for the total
operating expense increase from the prior year period.

Net income of $15.8 million for the year ended March 31, 2003 was
$8.3 million greater than the prior year period. The increase in
income from the Company's vendor settlement payment, gain from
repurchasing its senior notes, and increased USB profitability,
was partially offset by the decline in income from the Illinois
market.

Total debt of $98.3 million at March 31, 2003 as compared to March
31, 2002 decreased due to the Company's repurchase of $17.9
million of its senior notes on the open market.

The Company's outlook for fiscal 2004 is for lower profit and
EBITDA levels due to the loss of the brands in the Company's
Illinois market, as compared to the prior fiscal year. EBITDA
should not be construed as an alternative to operating income or
net cash flow from operating activities and should not be
construed as an indication of operating performance or as a
measure of liquidity.

As consolidations and supplier realignments continue within the
Illinois market, the Company has analyzed its operations in
Illinois and has taken steps to appropriately size its workforce
in relation to its customers' and suppliers' needs. As it adjusts
the size and scope of its Illinois operations, the Company will
continue to concentrate on building customer and supplier
relationships and maintaining the infrastructure necessary to
operate its Illinois statewide business with lower costs and
increased efficiencies. The Company has also discontinued
warehousing operations in its Champaign, Illinois and Peoria,
Illinois facilities in order to reduce costs, but it continues to
use those locations as cross-docking and office facilities.
Continuing efforts are also being made to replace lost revenue in
Illinois.

On January 30, 2003, the Company entered into an agreement in
principle to form a strategic alliance with Glazer's Wholesale
Drug Company for the purpose of distributing alcohol-based
beverages in the State of Illinois. On February 27, 2003, the
Company and Glazer entered into a management services agreement
under which Glazer would provide management assistance and
consulting services in Illinois. A separate contribution agreement
was signed on March 25, 2003, which provided that the parties may
agree in the future to conduct operations in Illinois through a
new entity to be equally owned by NWS-Illinois and Glazer.

Stable to increasing revenue and EBITDA in the Indiana, Michigan,
and USB operations are currently expected to mitigate the loss of
revenue in the Illinois market for fiscal 2004. Additionally, the
Company will continue to benefit in the near term from the
collection of accounts receivable and inventory liquidation
related to lost distribution rights in Illinois. Representatives
of Glazer and the Company also continue to pursue new business
opportunities in Illinois. At the same time, the size and scope of
the Illinois business will be the subject of on-going analysis.
The Company and Glazer are both committed to the profitability of
the Illinois operation given Glazer's agreement to fund one-half
of operating losses as defined in the management services
agreement between Glazer and the Company. EBITDA should not be
construed as an alternative to operating income or net cash flow
from operating activities and should not be construed as an
indication of operating performance or as a measure of liquidity.

The Company will utilize the positive cash flow from the
downsizing of the Company's Illinois operations, proceeds from the
vendor settlement payment, borrowings under its line of credit and
existing cash to fund operating costs, interest expense, and
possibly further senior note repurchases. By reducing the
Company's interest expense through open market repurchases of
senior notes, aggressive cost reduction initiatives in its
Illinois business, and stable to increasing earnings and cash flow
from Indiana, Michigan, and USB businesses, the Company expects to
maintain adequate earnings and cash flow to fund working capital
and debt service needs for the year ending March 31, 2004.

Indianapolis-based National Wine & Spirits, Inc. is one of the
leading distributors of alcohol beverages in the U.S. The Company
has a strong portfolio that includes brands from Fortune Brands
[FO], Diageo [DEO], Louis-Vuitton Moet Hennessey [LVMHF], Pernod
Ricard [PDRDF], Constellation Brands [STZ], Brown-Forman [BFA;
BFB], Beringer Wine [BERW], Allied Domecq [AED], Sebastiani
Winery, Banfi, Kendall Jackson, and Southcorp [STHHY] among
others.

As previously reported, Standard & Poor's Ratings Services lowered
its corporate credit rating on alcoholic beverage distributor
National Wine & Spirits Inc., to 'B-' from 'B+'. At the same time,
Standard & Poor's lowered its 'B' senior unsecured debt rating for
the company to 'CCC+' and lowered its 'BB-' senior secured bank
loan rating for the company to 'B'. All ratings remain on
CreditWatch with negative implications where they were placed
January 6, 2003.

About $115 million of total debt was outstanding at December 31,
2002.


NEENAH FOUNDRY: Gets Additional $110 Mill. Financing Commitments
----------------------------------------------------------------
Neenah Foundry Company has received commitments for up to an
additional $110 million of financing to support the Company's
proposed financial restructuring. Together with the previously
announced commitments from Fleet Capital Corporation, Neenah has
now arranged for all of the new financing required to complete the
Company's proposed financial restructuring. A substantial majority
of these latest commitments are from holders of the Company's
outstanding 11-1/8% series A, B, D and F senior subordinated notes
due 2007, and are intended to backstop the Company's offering of
senior second secured notes to be issued in connection with its
proposed financial restructuring. As previously announced, the
proposed restructuring would eliminate a substantial amount of
debt, significantly reduce cash interest expense payments, and
improve the Company's balance sheet and operating flexibility.

Having arranged the necessary financing, Neenah also announced
that it is launching a solicitation of the holders of its 11-1/8%
Notes to approve the proposed financial restructuring through a
"prepackaged" plan of reorganization under Chapter 11 of the
Bankruptcy Code. The Company has also received an extension of the
Forbearance Agreement under its existing credit facility that
gives it an additional 30 days if necessary for such solicitation.
The Company expects that it will implement its financial
restructuring no later than September 30, 2003.

"We appreciate the constructive dialogue we've had with the Ad Hoc
Committee of our noteholders and we look forward to moving quickly
to complete our financial restructuring," said William Barrett,
Chief Executive Officer of Neenah. Barrett continued, "We are
encouraged that these noteholders have committed to increase their
investments in Neenah, and we see their actions as a strong vote
of confidence in the Company and our strategic direction.
Similarly, we appreciate the support we've received from our
customers, suppliers, employees and lenders as we continue to
operate our business as usual throughout this restructuring
process. Upon a successful implementation of our plan of
reorganization, we will have significantly less debt, more
operating flexibility, and will be in a stronger competitive
position as the economy and our industry rebounds."

The key terms of the proposed restructuring include:

-- The Company's existing senior secured credit debt would be
   refinanced by a new senior credit facility consisting of a
   revolver and a term loan, and the issuance of new senior second
   secured notes.

-- Holders of the Company's existing 11-1/8% Notes would receive
   their pro rata share of (i) new senior subordinated notes in
   the aggregate principal amount of $100 million, (ii)
   approximately 47.5% of the fully-diluted outstanding shares of
   the Company's parent, ACP Holdings, after giving effect to
   restructuring, and (iii) a $30 million cash payment.

-- Trade claims to the Company's suppliers would be paid in the
   ordinary course, consistent with the Company's normal business
   practices.

-- The existing common stock of the Company's parent, ACP
   Holdings, would be cancelled.

According to the terms of the proposed restructuring, holders of
the Company's existing 11-1/8% Notes would also be permitted to
subscribe for their pro rata share of units comprised of (x) new
senior second secured notes, and (y) warrants for shares of stock
of the Company's parent, ACP Holdings. To the extent that any
holders of the Company's existing 11-1/8% Notes elect not to
purchase their pro rata share of the units to be offered by the
Company, the Company has arranged for other parties, including
certain current holders of the 11-1/8% Notes, to purchase them.

The final restructuring will be subject to normal conditions
including funding of the exit financing facilities, which include
the sale of the senior second secured notes. The complete terms of
the restructuring are contained in the Company's Disclosure
Statement, which is now being distributed to the holders of the
Company's 11 1/8% Notes. The Company's Disclosure Statement
contains important information about the Company, the
restructuring, the new financing commitments, and related matters.

Neenah Foundry Company manufactures and markets a wide range of
iron castings and steel forgings for the heavy municipal market
and selected segments of the industrial markets. Neenah is one of
the larger independent foundry companies in the country, with
leading market share of the municipal and industrial markets for
gray and ductile iron castings and forged steel products.
Additional information about Neenah is available on the Company's
Web site at http://www.nfco.com


OWENS CORNING: Wants Approval of Insurance Settlement Agreement
---------------------------------------------------------------
J. Kate Stickles, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, informs the Court that pursuant to an Order of the
Supreme Court, New York County dated April 6, 1986, Midland
Insurance Company was placed into liquidation.  The
Superintendent of Insurance of the State of New York, and his
successors in office, was appointed the Liquidator, and vested
with title to all of Midland's assets and property.  Owens
Corning is a named insured under certain insurance policies
issued by Midland prior to 1986.

According to Ms. Stickles, Owens Corning was a defendant in
numerous claims for personal injury allegedly caused by asbestos
or asbestos-containing products or materials.  Owens Corning
claimed that the Midland Policies provided coverage for its
liabilities based on settlements and verdicts paid or to be paid
on account of the Asbestos-Related Personal Injury Claims.  Owens
Corning asserts that it has received claims for amounts in excess
of many billions of dollars, and that more continue to be
asserted.  The aggregate amounts paid and owing by Owens Corning
are far in excess of the Midland Policies' total aggregate limits
of liability.  Owens Corning believes that $50,000,000 in
products coverage is available under the Midland Policies,
although Owens Corning acknowledges that Midland is entitled to
set off $11,000,000 on account of amounts paid in the early 1990s
by the Ohio Insurance Guaranty Association in respect of the
Midland policies.

The Liquidator initially disclaimed coverage under each of the
Midland Policies, raising numerous defenses under the Midland
Policies and at law.  The parties, therefore, commenced what
appeared at the time to be protracted litigation.  However, after
further review of the matter, and document exchanges, the
Liquidator and Owens Corning entered into settlement
negotiations, which ultimately culminated in a settlement
agreement.

By this motion, the Debtors ask the Court to approve the
Settlement Agreement.

The basic terms of the Settlement Agreement are:

    1. Owens Corning agreed to submit, and the Liquidator agreed
       to accept and recommend for General Creditor allowance,
       claims asserted under the Midland Policies amounting to
       $29,000,000 for all Midland Policies;

    2. Owens Corning agreed to release the Liquidator and the
       Midland estate from any liability more than $29,000,000
       under the Midland Policies.  The Settlement Agreement
       reserves to the Liquidator and to each of Midland's re-
       insurers the right to audit the records maintained by
       Owens Corning and by Owens Coming's counsel in connection
       with these claims; and

    3. The Settlement Agreement is subject to approval by the New
       York State Court and the Court.

To comply with certain requirements under the Settlement
Agreement, Owens Corning has submitted claims to the Liquidator
meeting all agreed criteria and sufficient to exhaust the amounts
provided for under the Settlement Agreement.  The Liquidator has
submitted the Settlement Agreement to the New York State Court,
which approved and confirmed the Settlement Agreement by Order
dated May 7, 2003 thereby allowing Owens Corning a claim in the
liquidation amounting to $29,000,000.

Ms. Stickles asserts that the Settlement Agreement is favorable
to the estate because:

    1. It resolves the claims of Owens Corning against the
       Liquidator for coverage under the Midland Policies;

    2. Certain of the issues concerning the coverage under the
       Midland Policies are complex and would require protracted
       litigation between the parties to resolve, absent
       consensual agreement, and could cause the Debtors to incur
       substantial additional legal fees, costs and other
       expenses, without the benefit of certainty as to the
       outcome;

    3. There is adverse precedent by the New York State Court
       presiding over the Midland Liquidation on which Midland
       would rely in an effort to defeat coverage; and

    4. The terms of the Settlement Agreement are fair and
       reasonable.

Furthermore, payments by the Liquidator with respect to Owens
Coming's claims will be made payable to Owens Corning or to the
other person or entity that may be identified as the payee of the
proceeds in a plan of reorganization approved by this Court.
(Owens Corning Bankruptcy News, Issue No. 54; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


PEREGRINE SYSTEMS: Reaches Partial Settlement with SEC
------------------------------------------------------
Peregrine Systems, Inc. (OTC: PRGNQ), a leading provider of
Consolidated Asset and Service Management software, has reached a
partial settlement with the Securities and Exchange Commission,
resolving all matters except disgorgement or civil penalties, if
any.

The SEC's civil complaint and Peregrine's consent decree, which
were filed Monday, stem from accounting irregularities that came
to light in May 2002. The settlement involving allegations of
financial fraud must be approved by the U.S. District Court for
the Southern District of California, which is overseeing the SEC's
civil complaint against the company.

Among the terms of the settlement, Peregrine agreed to: (1) be
enjoined from violating certain provisions of the federal
securities laws; (2) comply on an accelerated basis with the rules
regarding management's reporting on internal controls in
accordance with Sarbanes-Oxley Act of 2002; (3) retain an internal
auditor to insure that Peregrine's financial results are
accurately reported; (4) establish a corporate compliance program
and retain a compliance officer to perform an ongoing review of
the effectiveness of Peregrine's governance systems; (5) commence
a training program for Peregrine's officers and employees to
prevent violations of federal securities laws; and (6) make a
public statement that fully and accurately discloses the current
condition of its internal control structure and its procedures for
financial reporting on the effective date of its Plan of
Reorganization.

"The company's partial settlement with the SEC is an important
step for Peregrine as the company moves toward emergence from
Chapter 11 this summer," said Gary Greenfield, Peregrine's CEO,
who joined the company along with other new management in June
2002. "The company has cooperated fully with the investigation by
all governmental agencies since May 2002. We stand by our
commitment to ensure that Peregrine's corporate governance, and
financial policies and practices meet high standards."

Peregrine earlier this year completed a restatement of financial
results for 11 quarters in fiscal years 2002, 2001 and 2000. In
addition, its board adopted a Compliance Policy, which among other
things called for two new positions: corporate compliance officer
and internal auditor. A compliance program is currently being
established to develop company-wide, compliance-related processes
and procedures under the direction of the new compliance officer.
The company also formed a new board earlier this year with four
outside directors who have deep technology and governance
experience.

Founded in 1981, Peregrine Systems develops and sells application
software to help large global organizations manage and protect
their technology resources. With a heritage of innovation and
market leadership in Consolidated Asset and Service Management
software, the company's flagship offerings include
ServiceCenter(R) and AssetCenter(R), complemented by employee self
service, automation and integration capabilities. Headquartered in
San Diego, Calif., Peregrine's solutions facilitate the automation
of business processes, resulting in increased productivity,
reduced costs and accelerated return on investment for its more
than 3,500 customers worldwide.


PG&E CORP: Completed SEC Filings Reflect No Change to Net Income
----------------------------------------------------------------
As previously announced, PG&E Corporation (NYSE: PCG) filed a
revised 2002 Form 10-K/A to reflect certain offsetting
reclassifications of operating revenues and expenses, which
net to zero, within its subsidiary PG&E National Energy Group. The
reclassifications resulted in no change in PG&E NEG's or PG&E
Corporation's reported operating income, net income, balance sheet
or cash flow for the reporting period.

For the year ended December 31, 2002, the revision is a
reclassification of offsetting PG&E NEG revenues and expenses of
$467 million, which net to zero and were strictly limited to
discontinued operations.

Also, for the quarter ended March 31, 2003, PG&E Corporation filed
a Form 10-Q/A to reflect certain offsetting reclassifications of
similar transactions within its subsidiary PG&E NEG. For the
quarter, the reclassification of certain offsetting revenues and
expenses in continuing operations totaled $206 million and netted
to zero. The reclassifications resulted in no change in PG&E NEG's
or PG&E Corporation's reported operating income, net income,
balance sheet or cash flow for the period.

In addition, PG&E NEG will file similar Forms 10-K/A and 10-Q/A to
reflect these changes.


PICCADILLY CAFETERIAS: Pursuing Strategic Options Including Sale
----------------------------------------------------------------
Piccadilly Cafeterias, Inc.'s (AMEX:PIC) Board of Directors has
authorized management to pursue a range of strategic options,
including a potential sale of the Company, in an effort to
maximize the Company's value for the benefit of its
constituencies.

Phoenix Management Services, Inc., Piccadilly's new strategic
advisor, will assist management in sale preparations and in
inviting expressions of interest from strategic and financial
buyers.

J.H. Campbell, Jr., Chairman of the Board, said, "Piccadilly is
confronted with multiple challenges, which, in the view of the
Board, raise serious issues about the Company's ability to
continue as a viable and independent going concern beyond its
fiscal year ending June 29, 2004. Exploring all available options
to protect the Company, its employees and the overall business has
brought us to the point of considering a range of strategic
options, including a potential sale of the Company."

Piccadilly's recent sales declines, if not reversed, would likely
result in a covenant default under the Company's principal credit
facility within the next 12 months. The Company cannot guarantee
that, in the event of a default, it could obtain covenant waivers
or obtain a replacement facility on commercially reasonable terms.

The Company previously announced that its unfunded pension
liability is expected to increase as of its fiscal year ending
July 1, 2003. As with many other pension plans around the country,
the liability increase reflects a deterioration in the funded
status of the Company's defined benefit plan, due to declines in
the equity markets and market interest rates for much of the past
year. Beginning in 2004, the Company will be required to make
substantial cash contributions to satisfy the funding requirements
of the plan.

Other alternatives that management will explore include an equity
investment in the Company or a restructuring of the Company's
debt. Piccadilly has approximately $39 million in senior notes
outstanding. One feature of the notes requires the Company to make
a cash offer to buy approximately $5 million of the notes no later
than October 28, 2003.

"Although the Board and management believe there will be
sufficient cash available from the Company's operations and
funding sources to meet its obligations under the notes and its
pension plan through the end of fiscal 2004, we feel the need to
fully provide for all potential outcomes," Campbell said.

J.G. "Jack" McGregor, Piccadilly's Chief Executive Officer since
the departure of Ronnie LaBorde in May 2003, stated, "Management
is in full accord with the strategic plan of the Board and
believes that the sales process will maximize the value of the
franchise."

Concerning the possibility that an offer might require the sale or
investment to be consummated under the federal bankruptcy laws,
Campbell said, "That is a possible outcome. In fact, should no
workable solution come from outside sources in the form of a sale
or equity injection, the Board may avail itself of the
reorganization opportunity afforded by the Bankruptcy Code. Our
objective is to provide the best opportunity for the Company's
long-term success and the continued employment of our loyal
workforce."

Azam Malik, Piccadilly's President and Chief Operating Officer,
stated, "Our efforts remain focused on satisfying our guests and
ensuring that they receive the best that Piccadilly has to offer.
For almost 60 years, we've provided traditional home-cooked meals
at competitive prices. We are committed to continuing the
Piccadilly tradition for decades to come."

Piccadilly is a leader in the family-dining segment of the
restaurant industry and operates 175 cafeterias in the
Southeastern and Mid-Atlantic states. For more information about
the Company visit http://www.piccadilly.com


PLYMOUTH RUBBER: Delivers Plan to Comply with AMEX Requirements
---------------------------------------------------------------
Plymouth Rubber Company, Inc., (AMEX: PLR.A, PLR.B) on June 23,
2003, submitted to the American Stock Exchange a plan describing
the program by which the Company will be brought back into
compliance with AMEX's listing requirements by the end of November
2004.  The filing of the Plan is subject to acceptance by AMEX and
may result in an extension of time, up to 18 months, for the
Company to regain compliance with AMEX listing standards.

On May 23, 2003 AMEX had notified the Company that it had failed
to maintain at least $2,000,000 in shareholder equity, having
incurred losses from continuing operations and/or net losses in
two of its three most recent fiscal years.

Plymouth Rubber Company, Inc. manufactures and distributes plastic
and rubber products, including automotive tapes, insulating tapes,
and other industrial tapes and films.  The Company's tape products
are used by the electrical supply industry, electric utilities,
and automotive and other original equipment manufacturers.
Through its Brite-Line Technologies subsidiary, Plymouth
manufactures and supplies highway marking products.

                         *    *    *

               Liquidity and Capital Resources

Prior to December, 2002, the Company's term debt agreements had
contained various covenants specifying certain financial
requirements, including minimum tangible net worth, fixed charge
and EBITDA coverage ratios, working capital and maximum ratio of
total liabilities to net worth.  In addition, the revolving
working capital credit facility and the real estate term loan
contain an acceleration provision, which can be triggered if the
lender determines that an event of default has occurred.

As of each quarter end from September 1, 2000 through August 30,
2002, the Company had been in violation of certain covenants of
its term debt facility and therefore, due to a cross default
provision, the Company had not been in compliance with a
covenant under its revolving working capital credit facility and
real estate term loan.  As a result, all of the Company's term
loans (except for that of its Spanish subsidiary) had been
classified as current liabilities on the Company's Consolidated
Balance Sheet at the end of each fiscal quarter end.  In
addition, during July 2002, the Company received a demand from
its primary term debt lender for the payment of their
outstanding loan balances in the amount of $8,658,000, which
represented the total of all future payments and accumulated
late fees, and a demand letter from a smaller equipment lender
for approximately $69,000 of payments due.

During 2002, the Company negotiated with these lenders and, in
November 2002, reached formal agreement to obtain relief from
their demands and to restructure existing term debt facilities.
Under the new arrangements, the term debt lenders accepted
significantly reduced principal payments over the next three
years, eliminated financial covenants, waived existing defaults
and rescinded demands for accelerated payment, in return for
enhanced collateral positions.

As of February 28, 2003, the Company had approximately $744,000
of unused borrowing capacity under its revolving line of credit
with its primary working capital lender, after consideration of
collateral limitations.

The Company's working capital position decreased from a negative
$2,339,000 at November 29, 2002 to a negative $3,600,000 at
February 28, 2003, due to a $1,846,000 increase in accounts
payable, a $822,000 decrease in accounts receivable, a $254,000
increase in the current portion of long term borrowings, a
$199,000 increase in short term debt, a $159,000 decrease in
prepaid and other current assets, and a $34,000 decrease in
cash, partially offset by a $1,283,000 increase in inventory,
and a $770,000 decrease in accrued expenses.

During the second quarter of 2002, the Company received a
funding waiver from the Internal Revenue Service for the
$855,000 payment due to its defined benefit plan for the year
ended November 30, 2001, conditioned on the Company satisfying
the minimum funding requirements for the plan years ending
November 30, 2002 and November 30, 2003.  The Company had
notified the Pension Benefit Guarantee Corporation that the
Company intended to make the $1,262,000 contribution for the
plan year ending November 30, 2002 by the final due date of
August 15, 2003, instead of on a quarterly basis.  During the
first quarter of 2003, the Company requested a partial funding
waiver from the Internal Revenue Service for $1,030,000 of the
$1,262,000 payment due for the plan year ending November 30,
2002.

The Company's financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and
the satisfaction of liabilities in the normal course of
business.  The negative working capital position of $3,600,000,
the funding requirement for the defined benefit plan of
$1,262,000 for the plan year ending November 30, 2002, the lack
of sales growth, and the overall risks associated with the
fiscal 2003 plan may indicate that the Company will be unable to
continue as a going concern for a reasonable period of time.


PLYMOUTH RUBBER: Red Ink Flows in Fiscal Second Quarter 2003
------------------------------------------------------------
Plymouth Rubber Company, Inc. (Amex: PLR.A, PLR.B) announced
financial results for the second quarter of fiscal 2003 ended
May 30, 2003.

Sales for the second quarter of fiscal 2003 increased 2.4% to
$18,287,000, from $17,854,000 last year.  Net income for the
second quarter of fiscal 2003 decreased to a loss of $184,000, or
a loss of $0.09 diluted earnings per share, from a profit of
$718,000, or a profit of $0.34 diluted earnings per share last
year.  The second quarter of fiscal 2002 included a $187,000 tax
benefit from carryback of net operating losses.

For the first half of 2003, sales were $31,830,000, a 0.1%
increase from $31,795,000 last year.  Net income for the first
half decreased to a loss of $1,564,000, or a loss of $0.76 diluted
earnings per share, from a profit of $591,000, or a profit of
$0.29 diluted earnings per share last year.

"Although we continue to be affected by sluggish industrial demand
and by high raw materials and energy costs, we believe that our
sales bottomed out in the first quarter and are now starting to
grow again," stated Maurice J. Hamilburg, Plymouth's President and
Co-CEO.  "Raw materials and energy costs have recently shown signs
of moderating, and our international sales are beginning to
benefit from the weaker U.S. dollar.  Most importantly, we will
continue to push forward on new sales strategies to improve future
performance."

Plymouth Rubber Company, Inc. manufactures and distributes plastic
and rubber products, including automotive tapes, insulating tapes,
and other industrial tapes and films.  The Company's tape products
are used by the electrical supply industry, electric utilities,
and automotive and other original equipment manufacturers.
Through its Brite-Line Technologies subsidiary, Plymouth
manufactures and supplies highway marking products.

                         *    *    *

               Liquidity and Capital Resources

Prior to December, 2002, the Company's term debt agreements had
contained various covenants specifying certain financial
requirements, including minimum tangible net worth, fixed charge
and EBITDA coverage ratios, working capital and maximum ratio of
total liabilities to net worth.  In addition, the revolving
working capital credit facility and the real estate term loan
contain an acceleration provision, which can be triggered if the
lender determines that an event of default has occurred.

As of each quarter end from September 1, 2000 through August 30,
2002, the Company had been in violation of certain covenants of
its term debt facility and therefore, due to a cross default
provision, the Company had not been in compliance with a
covenant under its revolving working capital credit facility and
real estate term loan.  As a result, all of the Company's term
loans (except for that of its Spanish subsidiary) had been
classified as current liabilities on the Company's Consolidated
Balance Sheet at the end of each fiscal quarter end.  In
addition, during July 2002, the Company received a demand from
its primary term debt lender for the payment of their
outstanding loan balances in the amount of $8,658,000, which
represented the total of all future payments and accumulated
late fees, and a demand letter from a smaller equipment lender
for approximately $69,000 of payments due.

During 2002, the Company negotiated with these lenders and, in
November 2002, reached formal agreement to obtain relief from
their demands and to restructure existing term debt facilities.
Under the new arrangements, the term debt lenders accepted
significantly reduced principal payments over the next three
years, eliminated financial covenants, waived existing defaults
and rescinded demands for accelerated payment, in return for
enhanced collateral positions.

As of February 28, 2003, the Company had approximately $744,000
of unused borrowing capacity under its revolving line of credit
with its primary working capital lender, after consideration of
collateral limitations.

The Company's working capital position decreased from a negative
$2,339,000 at November 29, 2002 to a negative $3,600,000 at
February 28, 2003, due to a $1,846,000 increase in accounts
payable, a $822,000 decrease in accounts receivable, a $254,000
increase in the current portion of long term borrowings, a
$199,000 increase in short term debt, a $159,000 decrease in
prepaid and other current assets, and a $34,000 decrease in
cash, partially offset by a $1,283,000 increase in inventory,
and a $770,000 decrease in accrued expenses.

During the second quarter of 2002, the Company received a
funding waiver from the Internal Revenue Service for the
$855,000 payment due to its defined benefit plan for the year
ended November 30, 2001, conditioned on the Company satisfying
the minimum funding requirements for the plan years ending
November 30, 2002 and November 30, 2003.  The Company had
notified the Pension Benefit Guarantee Corporation that the
Company intended to make the $1,262,000 contribution for the
plan year ending November 30, 2002 by the final due date of
August 15, 2003, instead of on a quarterly basis.  During the
first quarter of 2003, the Company requested a partial funding
waiver from the Internal Revenue Service for $1,030,000 of the
$1,262,000 payment due for the plan year ending November 30,
2002.

The Company's financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and
the satisfaction of liabilities in the normal course of
business.  The negative working capital position of $3,600,000,
the funding requirement for the defined benefit plan of
$1,262,000 for the plan year ending November 30, 2002, the lack
of sales growth, and the overall risks associated with the
fiscal 2003 plan may indicate that the Company will be unable to
continue as a going concern for a reasonable period of time.


REPTRON ELECTRONICS: Reaches Pact to Restructure 6-3/4% Notes
-------------------------------------------------------------
Reptron Electronics, Inc. (Nasdaq: REPT) has reached an agreement
on a term sheet to restructure its 6-3/4% Subordinated Convertible
Notes due in August, 2004. The current outstanding balance on the
Notes is approximately $76.3 million. The agreement was negotiated
with an ad hoc committee of Noteholders. Conclusion of the
understanding reached is subject to satisfaction of a number of
conditions and the negotiation and execution of definitive
agreements.

If the transaction is concluded as outlined in the term sheet, in
addition to other matters: (a) the original Notes will be
exchanged for both new notes and the Company's common shares which
are expected to represent after issue approximately 92% to 95% of
the Company's common shares outstanding, and (b) the indebtedness
represented by the original Notes will be reduced from $76.3
million to $30 million. Further, if the transaction is concluded
as is outlined in the term sheet, the Company expects its debt to
equity and liquidity positions to markedly improve. Detailed terms
of the proposed restructure will be disclosed if and when the
stated conditions are satisfied and the definitive agreements are
executed.

"We are pleased to have reached this agreement with the ad hoc
committee. This restructure should allow Reptron to continue to
operate its business, further enhancing Reptron's ability to
successfully meet its customers' requirements," stated Paul J.
Plante, Reptron's President and Chief Operating Officer.

Reptron Electronics, Inc. is an electronics manufacturing supply
chain services company providing engineering services, electronics
manufacturing services and display integration services. Reptron
Manufacturing Services offers full electronics manufacturing
services including complex circuit board assembly, complete supply
chain services and manufacturing engineering services to OEMs in a
wide variety of industries. Reptron Display and System Integration
provides value-added display design engineering and system
integration services to OEMs. For more information, access
http://www.reptron.com


RJ REYNOLDS: S&P Cuts Corporate Credit Rating to BB+ from BBB-
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on RJ Reynolds Tobacco Holdings
Inc., to 'BB+' from 'BBB-'. Standard & Poor's also lowered the
senior unsecured ratings on selected debt issues not guaranteed by
RJR's material operating subsidiaries, including but not limited
to RJ Reynolds Tobacco Company. These were lowered to 'BB' from
'BB+'.

All ratings are removed from CreditWatch where they were placed on
April 25, 2003.

The ratings outlook is stable. About $2.5 billion of total debt
was outstanding at RJR at March 31, 2003.

The original CreditWatch placement followed RJR's revised earnings
guidance for fiscal year 2003. It also reflected Standard & Poor's
expectations that credit measures for full-year 2003 would be
below previous expectations, which had included RJR's maintenance
of EBITDA coverage of interest between 7.5x to 8.5x. The downgrade
reflects Standard & Poor's reassessment of the U.S. cigarette
industry, as well as RJR's weakened competitive position and its
resulting weakened operating performance and credit measures.

"RJR continues to face intense competition in the U.S. cigarette
market and future pricing uncertainty arising from increased state
excise taxes and the corresponding growth of deep discount
manufacturers," said credit analyst Nicole Delz Lynch. "Standard &
Poor's believes that these factors will result in continued
declines in RJR's domestic cigarette volume and cash flow. RJR
management expects that operating income could decline by about
50% in 2003 from its levels the previous year."

This decline will result in estimated EBITDA coverage of interest
of just over 6x in 2003. This is well below the guidelines
expected for the company to sustain an investment-grade rating.
Standard & Poor's expects RJR to sustain its cash flow coverage
measures at these reduced levels.

Standard & Poor's believes that the heightened litigation risk
following the $10 billion judgment against Philip Morris USA in
the Price "Lights" class action lawsuit in March 2003 demonstrated
a level of increased volatility for U.S. tobacco companies with
respect to potential bonding requirements for adverse legal
judgments. Standard & Poor's also remains concerned about the
magnitude of potential future tobacco-related litigation awards at
RJR, as well as any related bonding requirements and the outcome
of current appeals processes. However, the litigation landscape
has benefited from some positive recent developments. This
includes the recent reversal and decertification of the Engle
class action suit and the recent "State Farm" ruling by the U.S.
Federal Court. (The latter recommends guidelines for the amount of
punitive damages relative to compensatory damages that may be
awarded in adverse litigation judgments. However, it is too early
to gauge how beneficial it will be to U.S. cigarette companies.)

Standard & Poor's believes that U.S. cigarette companies are still
exposed to financial uncertainty during class action lawsuits.


ROBOTIC VISION SYSTEMS: Deloitte & Touche Resigns as Accountant
---------------------------------------------------------------
On June 20, 2003, Deloitte & Touche LLP resigned as Robotic Vision
System's independent accountant. The Company was informed by the
former auditors that, as part of its review of the Company's
financial statements for the quarter ended December 31, 2002, it
determined that there were deficiencies in the operation of
Robotic Vision Systems' internal controls which adversely affected
the Company's ability to record, process, summarize and report
financial data. This event did not lead to a disagreement or
difference of opinion. The Company indicates that it has taken
corrective action to strengthen its internal controls and
procedures.

The former auditors' report on the Company's financial statements
for the fiscal year ended September 30, 2002 was qualified in its
reference that there was substantial doubt as to Robotic Vision
Systems' ability to continue as a going concern.

The Company is in discussions with independent public accounting
firms to engage a successor independent accountant.

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

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


ROMACORP INC: March 30 Net Capital Deficit Widens to $30 Million
----------------------------------------------------------------
Romacorp, Inc., announced results for its fourth quarter and
fiscal year ended March 30, 2003. The fourth quarter and fiscal
year included one extra week versus the same periods of the prior
year.

Revenue for the quarter decreased $1.4 million, or 4.1%, to $32.8
million as compared with the same quarter of the prior year. For
the fiscal year, revenues decreased $10.4 million, or 8.0%, to
$119.3 million as compared with the prior year. The lower revenue
is due to a decrease in sales at comparable restaurants of 6.1%
for the quarter and 5.1% for the fiscal year and the full year or
partial year effect of five restaurant closures in fiscal 2002 and
one restaurant closure in fiscal 2003, partially offset by sales
of $2.1 million during the extra week in fiscal 2003.

During the fourth quarter, franchisees opened restaurants in
Kennewick, Washington; Trinidad and Tobago; and San Salvador, El
Salvador. Five franchise restaurants were closed during the
quarter.

For the fourth quarter, Adjusted EBITDA, as defined herein,
decreased 10.7% to $3.8 million from $4.3 million during the same
quarter of the prior year while for the fiscal year, Adjusted
EBITDA of $10.7 million was 18.1% lower than the prior year amount
of $13.0 million. This decrease in Adjusted EBITDA is due
primarily to the sales shortfall experienced during the quarter
and fiscal year.

The Company recorded a charge related to the impairment of long-
lived assets of $5.3 million during the fourth quarter. Of this
amount, $2.3 million was related to twelve under-performing
restaurants and the further impairment of a property closed during
a prior year. The remaining impairment of $3.0 million was related
to the classification of 11 properties as held for sale and the
related write-down to estimated fair market value.

The Company accounts for income taxes in accordance with Statement
of Financial Accounting Standards (SFAS) No.109, "Accounting for
Income Taxes" which requires that deferred tax assets and
liabilities be recognized for the effect of temporary differences
between the carrying amounts of assets and liabilities for
financial reporting purposes and amounts used for income tax
purposes. SFAS No. 109 also requires that deferred tax assets be
reduced by a valuation allowance if it is more likely than not
that some portion or all of the deferred tax asset will not be
realized. Based upon the level of historical taxable income and
projections for future taxable income over the periods that the
deferred tax assets are expected to be deductible, the Company has
recorded an additional valuation allowance of approximately $10.0
million during the fourth quarter of fiscal 2003, representing 100
percent of the deferred tax assets since management is unable to
determine that it is more likely than not that the deferred tax
assets will be realized.

The net loss for the fourth quarter was $11.9 million compared
with net loss of $4.3 million during the same quarter of the prior
year. The loss before income taxes for the fourth quarter was $3.9
million compared with a loss before income taxes of $5.4 million
during the same quarter of the prior year. For the fiscal year,
the Company experienced a net loss of $14.1 million compared with
a net loss of $5.5 million during the prior year. For the fiscal
year, the loss before income taxes was $6.9 million compared with
a loss before income taxes of $7.3 million during the prior year.
The effect of the valuation allowance to reduce deferred tax
assets, the sales shortfall and increased asset impairments for
the quarter and fiscal year were partially offset by the provision
for closed restaurants of $1.3 million recorded during the fourth
quarter of the prior year and the gain of $788,000 related to the
repurchase of Senior Notes with a face value of $2.0 million
during the fourth quarter of fiscal 2003.

At March 30, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $30 million.

David W. Head, Chief Executive Officer and President, commented,
"Romacorp's financial performance during the fiscal year ended
March 2003 was disappointing as the Company has continued to
experience comparable sales decreases during a period of weakness
in the economy. I view the Company's menu development and
operations excellence initiatives critical to our turn-around as
we focus our efforts in these areas to support our company and
franchise operators."

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


SAFETY-KLEEN: Wants to Pay Exit Financing Due Diligence Fees
------------------------------------------------------------
The Safety-Kleen Debtors, represented by Michael W. Yurkewicz,
Esq., at Skadden Arps Slate Meagher & Flom, in Wilmington,
Delaware, seek Judge Walsh's authority to pay up to $750,000 in
due diligence fees and expenses to be incurred by unidentified
prospective lenders in developing and issuing to the Debtors a
commitment for a potential exit financing facility, as determined
to be reasonable and necessary within the Debtors' sole
discretion.

The Debtors anticipate entering into an exit facility in the
aggregate amount of approximately $275,000,000 in order to obtain
the funds necessary to repay the DIP facility claims, make other
required payments, and conduct their post-reorganization
operations.  The exit facility will be secured by a first-priority
lien on substantially all of the assets of the reorganized
Debtors.

                  Exit Financing Proposal Process

To be in a position to obtain exit financing and timely consummate
the Plan, the Debtors and their financial advisors, Lazard Freres
& Co., solicited interest in exit financing from various financing
institutions, including members of the prepetition bank group, to
ensure the most cost-effective means of raising funds for the
Debtors' emergence from Chapter 11.

Lazard contacted approximately 14 financial institutions, which
have signed or are in the process of signing non-disclosure
agreements to receive confidential information regarding the
Debtors.  On the basis of this information, Lazard requested non-
binding proposals from these institutions outlining the terms of a
potential exit facility, including specific structure and pricing
terms.  To date, the Debtors received five formal proposals
subject to further diligence.

After reviewing these proposals, the Debtors intend, in the
exercise of their business judgment, to continue further
negotiations with, at least, the two lenders that submitted the
most favorable proposals.  At least four other institutions
continue to review the opportunity of providing exit financing to
the Debtors.  Until the Debtors receive and execute a commitment
letter with a particular exit lender, the Debtors expect to
continue to have discussions with other prospective lending
parties depending on the quality and attractiveness of their
proposal. By this motion, the Debtors seek to pay the due
diligence expenses of one or more prospective lenders.

                    Business Justification

The Debtors believe that paying due diligence fees is reasonable
because the Prospective Lenders generally are not willing to
complete thorough due diligence sufficient to issue commitment
letters without the Debtors' agreement to assist in defraying at
least a portion of their expenses.  Significant due diligence is
required in order for the Prospective Lenders to familiarize
themselves with the Debtors, assets, liabilities, financial
performance and businesses so that, prior to emergence, such
institutions can provide a firm commitment to lend upon emergence.
Because it is customary and necessary to conduct such
investigation, potential lenders routinely require a work fee and
the reimbursement of reasonable expenses.  The Debtors believe
that the expenses that the Prospective Lenders may request will be
reasonable in comparison with other, similar arrangements in
comparable situations.

Moreover, without an agreement by the Debtors to assist in
defraying the expenses involved in the due diligence, the
Prospective Lenders likely would decide to remove themselves from
the process established by the Debtors.  To the extent that any
Prospective Lender removes itself from the process, the level of
competition for the exit facility will be reduced, if not
eliminated, and will likely result in more burdensome financing
terms for the reorganized Debtors.

Additionally, the Debtors are concerned that declining to pay the
due diligence expenses ultimately may delay their ability to
obtain a firm commitment for exit financing.  Moreover, even if
the Prospective Lenders were able to submit commitment letters on
a timely basis without assistance from the Debtors, it is very
likely that any resulting commitment would include numerous
contingencies and related fees, which almost certainly would delay
the date by which the Debtors would be able to consummate the
proposed financing facility and emerge from Chapter 11.

The Debtors believe that paying the due diligence expenses of the
Prospective Lenders will allow such lenders to timely complete the
due diligence process, limit the number of contingencies and fees
included in any commitments the Debtors may receive, and reduce
the likelihood of unexpected changes in terms, particularly those
occurring after the hearing to consider confirmation of the Plan
due to the discovery of facts not otherwise known to the
Prospective Lenders prior to that time.  Simply stated, the
Debtors want to limit the universe of potential variables with
respect to exit financing by providing the best opportunity for
the Prospective Lenders to fully conduct their due diligence prior
to the confirmation hearing.

Accordingly, to encourage the Prospective Lenders to undertake the
due diligence necessary to deliver firm commitments on a timely
basis, the Debtors, after consulting with their advisors, have
determined that the payment of certain reasonable and limited due
diligence fees and expenses is warranted and is customary in such
situation.  However, to minimize the due diligence expenses
Prospective Lenders may incur, the Debtors are seeking to
undertake certain cost-containment measures. Specifically, the
Debtors are seeking authority only to pay up to $750,000 in fees
and expenses.  Accordingly, such payments represent less than 0.2%
of the amount of the exit facility anticipated by the Debtors.
The Debtors will work closely with the Prospective Lenders during
the due diligence process and scrutinize the expenses proposed
in an effort to contain due diligence expenses and avoid
duplicative costs.

Paying reasonable and necessary due diligence fees and expenses
will allow and incentivize the Prospective Lenders to perform such
due diligence as may be necessary to deliver firm commitments for
proposed exit financing within the time frame required by the
Debtors. Moreover, the Debtors believe that any savings to be
realized by electing not to pay such due diligence expenses
ultimately will harm more than help their estates by causing
unnecessary and unacceptable delay.

Courts have approved similar procedures for reimbursing
prospective lenders in other large Chapter 11 cases in this
district, Mr. Yurkewicz says, citing In re SLI, Inc. (Bankr. D.
Del. May 21, 2003); and In re Hayes Lemmerz Int'l, Inc., et al.
(Bankr D. Del. Feb 6, 2003). (Safety-Kleen Bankruptcy News, Issue
No. 59; Bankruptcy Creditors' Service, Inc., 609/392-0900)


SAGENT TECHNOLOGY: Nasdaq Will Yank Shares Effective Tomorrow
-------------------------------------------------------------
Sagent (Nasdaq:SGNT) has received notification from the NASDAQ
that its common stock will be delisted from the Nasdaq Stock
Market as of the opening of business tomorrow.

The delisting action was taken by the Nasdaq as a result of
deficiencies relating to listing standards for stockholders'
equity requirements as set forth in Marketplace Rule 4310c(2)(B).
On May 23, 2003 the Company received notice from the Nasdaq Staff
that we were not in compliance with the minimum stockholders
equity requirement of $2.5 million. On June 9, 2003 the Company
responded to the Nasdaq Staff requesting that the stock continue
to be listed due to our estimate that the Company would meet the
minimum requirement after the closing of the sale of substantially
all of our assets to Group 1 Software. The Nasdaq Staff denied our
request because the Company would effectively become a "public
shell" and may be subject to market abuses or other violative
conduct detrimental to the interests of the investing public.

Beginning on July 3, 2003, Sagent common stock will be eligible
for trading on the Over-the-Counter Bulletin Board (OTCBB). The
Company's ticker symbol will continue to be SGNT. Some quotation
services add "_" to the end of the symbol (SGNT_). OTCBB
securities are traded through broker/dealers acting as market
makers. Information regarding OTCBB, including stock quotations,
can be found at http://www.otcbb.com

Sagent has filed a proxy statement regarding Notice of Special
Meeting of Stockholders to be held July 15, 2003 and other
relevant documents concerning the sale of substantially all of
Sagent's assets with the Securities and Exchange Commission.
Stockholders of Sagent are urged to read the proxy statement any
other relevant documents filed with the SEC because they contain
important information. Investors and security holders can obtain
free copies of the proxy statement and other relevant documents by
contacting Sagent Technology, Inc., 800 West El Camino Real Suite
300, Mountain View, CA 94040 or at Sagent's Web site at
http://www.sagent.com In addition, documents filed with the SEC
by Sagent are available free of charge at the SEC's Web site at
http://www.sec.gov

Sagent has fixed the close of business on May 28, 2003 as the
record date for determining stockholders entitled to notice of,
and vote at, the Special Meeting. Information regarding the
identity of the persons who may, under SEC rules, be deemed to be
participants in the solicitation of stockholders of Sagent in
connection with the transaction, and their direct and indirect
interests, by security holding or otherwise, in the solicitation
is set forth in the proxy statement as filed by Sagent with the
SEC.

Sagent Technology, Inc.'s March 31, 2003 balance sheet shows a
working capital deficit of about $8 million, while its total
shareholders' equity dwindled to about $1.7 million from $6.3
million recorded three months ago.


SEA CONTAINERS: Exchange Offer for 9.50% & 10.50% Notes Expires
---------------------------------------------------------------
Sea Containers Ltd. (NYSE: SCRA and SCRB) --
http://www.seacontainers.com-- marine container lessor, passenger
and freight transport operator, and leisure industry investor,
announced the expiration of the exchange offer for its outstanding
9-1/2% Senior Notes due 2003 and 10-1/2% Senior Notes due 2003.
The exchange offer expired Friday, June 27, 2003 at 5:00 p.m., New
York City time.

Based on the information provided by the exchange agent for the
exchange offer, approximately $22.5 million aggregate principal
amount of the Notes has been tendered for exchange.

The exchange offer is expected to close today, and, upon the
closing, Sea Containers will cancel the Notes accepted for
exchange and will issue an equal aggregate principal amount of 13%
Senior Notes due 2006. The 13% Senior Notes will be listed on the
New York Stock Exchange (CUSIP No. 811371 AL 7).

The exchange offer for Sea Containers' 12-1/2% Senior Subordinated
Debentures due 2004, which commenced on May 28, 2003, remains open
and is scheduled to expire on July 9, 2003. Holders of the
debentures may obtain exchange offer materials by contacting
Georgeson Shareholder Communications Inc., the information agent
for that exchange offer, 17 State Street, New York, New York
10004. Banks and brokers call 1-212-440-9800; U.S. holders call
toll free 1-866-324-5897; and foreign holders call collect +44-
207-335-8700.

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


SILICON GRAPHICS: Amends Extends Exchange Offer for 11.75% Notes
----------------------------------------------------------------
Silicon Graphics, Inc. (NYSE: SGI) has extended to midnight (New
York City time) on July 14, 2003 its offer to exchange its 5.25%
Senior Convertible Notes Due 2004 for 11.75% Senior Notes Due 2009
or 6.50% Senior Convertible Notes Due 2009.  The exchange offer
has been amended to reflect changes proposed by holders of a
significant amount of the Company's 5.25% Senior Convertible
Notes.  These holders have agreed to tender their notes for
exchange under the amended terms of the offer.

The revised terms of the offer include a reduction in the price at
which 6.50% Senior Convertible Notes may be converted into shares
of its common stock from $3.00 to $1.85 per share and a
corresponding reduction in the maximum amount of 6.50% Convertible
Notes that the Company will issue in exchange for 5.25% Senior
Notes from $120 million aggregate principal amount to $78 million
aggregate principal amount.  If more than $78 million aggregate
principal amount of 5.25% Senior Notes are tendered for 6.50%
Senior Convertible Notes, SGI will accept tendered notes for
exchange on a prorated basis.  Tendered notes not exchanged for
6.50% Senior Convertible Notes because of proration will be
exchanged for 11.75% Senior Notes.

Additionally, under the terms of the amended offer, SGI has agreed
to meet financial performance and debt reduction conditions which,
if not satisfied, will result in an increase in the interest rate
payable on the 11.75% Senior Notes and a further reduction in the
conversion price of the 6.50% Senior Convertible Notes for the
fiscal quarter in which the conditions have not been satisfied.
SGI will also agree to use the proceeds of certain asset sales to
reduce its debt, and provide for exchanging holders to nominate
two persons to serve on its Board of Directors.

These changes in the terms of the offer are reflected in an
amendment to the exchange offer that SGI is filing today with the
Securities and Exchange Commission.

Holders who have validly tendered their 5.25% Senior Convertible
Notes need take no further action.  Other holders who want to
tender their notes must do so no later than 12:00 midnight, New
York City time, on Monday, July 14, 2003, the extended expiration
date.  Holders may withdraw any notes tendered, including any
notes previously tendered, until such expiration date of the
exchange offer.

The amount of the 5.25% Senior Convertible Notes tendered as of
12:00 midnight, New York City time, on the scheduled expiration
date of Friday, June 27, 2003 was approximately $111.4 million,
or about 48 % of the $230 million principal amount outstanding.
Of the notes tendered, approximately $98.7 million were tendered
in exchange for 11.75% Senior Notes and approximately $12.7
million were tendered for 6.50% Senior Convertible Notes.
Additionally, the Company has received letters from holders of an
aggregate of $44.2 million principal amount of the $5.25% Senior
Convertible Notes indicating that they will tender their notes in
the amended exchange offer. The exchange offer is subject to the
condition that at least 90% of the outstanding principal amount of
5.25% Senior Convertible Notes have been validly tendered and not
withdrawn.

At March 28, 2003, Silicon Graphics Inc.'s balance sheet shows a
total shareholders' equity deficit of about $142 million.


SPIEGEL GROUP: Court Approves KPMG's Engagement as Accountants
--------------------------------------------------------------
The Spiegel Inc., and its debtor-affiliates obtained permission
from the Court to employ KPMG LLP, the U.S. member firm of KPMG
International, as accountants and tax advisors in these Chapter
11 proceedings, nunc pro tunc March 17, 2003.

KPMG will render these services:

A. Accounting and Auditing Services

   -- Audits and reviews of the Debtors' financial statements as
      may be required from time to time;

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

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

   -- Assistance in the preparation and filing of the Debtors'
      registration statements required by the SEC in relation to
      debt and equity offerings;

   -- Audits of the financial statements of the Debtors'
      employee benefit plans;

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

   -- Reports on management's assessments of internal controls
      over financial reporting as required by Section 404 of the
      Sarbanes-Oxley Act of 2002; and

   -- Reports on management's assessments of internal controls
      over financial reporting as required by Section 404 of the
      Sarbanes-Oxley Act of 2002.

B. Tax Advisory Services

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

   -- 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;

   -- Assistance regarding transaction taxes, state and local
      sales and use taxes;

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

   -- Assistance regarding real and personal property tax
      matters, including, but not limited to, review of real and
      personal property tax records, negotiation of values with
      appraisal authorities, preparation and presentation of
      appeals to local taxing jurisdictions and assistance in
      litigation of property tax appeals;

   -- Assistance regarding any existing or future Internal
      Revenue Service, state and local tax examinations;

   -- Advice and assistance on the tax consequences of proposed
      plans of reorganization, including, but not limited to,
      assistance in the preparation of IRS ruling requests
      regarding the future tax consequences of alternative
      reorganization structures; and

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

The Debtors will compensate KPMG for its accounting and tax
advisory services in accordance with the firm's customary hourly
rates:

              Partners                     $450 - 750
              Directors/Senior Managers     325 - 550
              Managers                      275 - 450
              Senior/Staff Accountants      230 - 360
              Paraprofessionals              75 - 125
(Spiegel Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


STRUCTURED ASSET: Fitch Rates Class B-4 and B-5 Certs. at BB/B
--------------------------------------------------------------
Structured Asset Securities Corporation $215 million mortgage
pass-through certificates, series 2003-23H classes 1A1, 2A1, 1A-
IO, 1A-PO, 2A-IO and R certificates are rated 'AAA' by Fitch
Ratings. In addition, Fitch rates the $2.5 million class 1B1 and
2B1 certificates 'AA', $1.3 million class 2B1 and 2B2 certificates
'A' and $600,000 class B3 certificates 'BBB'. Additionally,
$600,000 class B4 certificates 'BB' and $400,000 class B-5
certificates are rated 'B' by Fitch and are being offered
privately.

The 'AAA' rating on the Group 1 (1A1, 1A-IO, 1A-PO and R) senior
certificates reflects the 2.60% total credit enhancement provided
by the 1% class 1B1, 0.55% class 1B2, 0.20% class B3 and 0.85%
privately offered classes B4 through B6 certificates. Classes 1B1
and 1B2 are supported by Group 1 only, and B3 though B6 are
supported by both Group 1 and Group 2.

The 'AAA' rating on the Group 2 (2A1 and 2A-IO) senior
certificates reflects the 5.25% total credit enhancement provided
by the 2.45% class 2B1, 1.15% class 2B2, 0.80% class B3 and 0.85 %
privately offered classes B4 through B6 certificates. Classes 2B1
and 2B2 are supported by Group 2 only, and B3 through B6 are
supported by Group 1 and Group 2.

Fitch believes that the amount of credit enhancement will be
sufficient to cover credit losses, including limited bankruptcy,
fraud and special hazard losses. In addition, the ratings reflect
the quality of the mortgage collateral, the strength of the legal
and financial structures, and the master servicing capabilities of
Aurora Loan Services, Inc., rated 'RMS2+' by Fitch.

The Group 1 certificates represent ownership interest in a trust
fund that consists primarily of a pool of 30-year fixed-rate,
conventional, first lien, residential mortgage loans. As of the
cut-off date (June 1, 2003), the mortgages in Pool 1 have an
aggregate principal balance of approximately $199,029,639.36, a
weighted average original loan-to-value ratio (OLTV) of 101.59%, a
weighted average coupon (WAC) of 6.899%, a weighted average
remaining term (WAM) of 352 months and an average balance of
$130,941. The loans are primarily located in Virginia (9.04%),
Texas (6.97%), Florida (6.06%), and North Carolina (5.07%).

As of the cut-off date (June 1, 2003), the mortgages in Pool 2
have an aggregate principal balance of approximately
$22,329,773.09, a weighted average OLTV of 101.84%, a WAC of
6.684%, a WAM of 356 months and an average balance of $171,767.
The loans are primarily located in North Carolina (35.72%),
Maryland (11.16%) and Tennessee (7.61%).

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

The mortgage loans were originated by various originators or
acquired by various originators or their correspondents in
accordance with such originator's respective underwriting
standards and guidelines. Approximately 95.68% and 0.37% of the
mortgage loans in Pool 1 and Pool 2, respectively, were originated
or acquired in accordance with the Borrower Advantage Underwriting
Guidelines. Approximately 4.33% and 99.63% of the mortgage loans
for Pool 1 and Pool 2, respectively, were originated or acquired
in accordance with the Pro Mortgage Underwriting Guidelines. The
largest percentage of servicers for the mortgage loans in Pool 1
is as follows: 45.49% Wells Fargo, 19.90% Sun Trust, 16.07% Aurora
and 15.35% Countrywide Servicing. Aurora will service all of the
Pool 2 mortgage loans.

SASCO, 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
multiple real estate mortgage investment conduits.


TANGER FACTORY: Completes Redemption of Outstanding Preferreds
--------------------------------------------------------------
Tanger Factory Outlet Centers, Inc. (NYSE: SKT) has completed the
redemption of all of its outstanding Depositary Shares
representing Series A Cumulative Convertible Redeemable Preferred
Shares.  Prior to redemption, each Depositary Share could have
been converted to .901 common shares at the option of the
Depositary Shareholder until 5:00 p.m., Eastern Time, on June 17,
2003.  As of June 30, 2003, 782,878 of the Depositary Shares were
converted into 705,360 common shares and the Company funded
approximately $480,000 to its transfer agent for the redemption of
the remaining 19,019 Depositary Shares.

The Board of Directors had set June 20, 2003 as the redemption
date on which all outstanding Depositary Shares were to be
redeemed.  The redemption price was $25.00 per Depositary Share,
plus accrued and unpaid dividends, to, but not including, the
redemption date.  Payment for the Depositary Shares properly
surrendered for redemption will be received approximately two (2)
weeks after the later of the redemption date or the date the
exchange agent is in receipt of the Depositary Shares.

"The majority of the preferred shareholders took this opportunity
to convert their preferred shares to common shares with a
conversion value that was greater than the $25 per preferred share
redemption price.  The conversion of approximately 98% of the
preferred shares to common shares has increased the number of
Tanger common shares in the market to over 10 million shares,
and we anticipate this will have a positive impact on the
liquidity of the shares in the market and our fixed charge
coverage ratio going forward," stated Stanley K. Tanger, Chairman
of the Board and Chief Executive Officer.

                          *    *    *

As previously reported in Troubled Company Reporter, Standard &
Poor's affirmed its double-'B'-plus corporate credit rating on
Tanger Factory Outlet Centers Inc., and its operating partnership,
Tanger Properties L.P. At the same time, the double-'B'-plus
senior unsecured rating and the double-'B'-minus preferred stock
rating were affirmed. The outlook is stable.

The ratings acknowledge Tanger's success to date in repositioning
its portfolio toward a more upscale tenancy base, and reflect the
company's established business position, solid operating
profitability, and improving same-space sales performance. These
strengths are offset by the company's lower debt coverage
measures, moderate encumbrance levels, and relatively small (and
highly concentrated) portfolio.


THERMOVIEW INDUSTRIES: Restructures Long-Term Debt & Preferreds
---------------------------------------------------------------
ThermoView Industries, Inc. (AMEX: THV), one of the nation's
largest full-service home improvement remodeling companies, has
restructured its long-term debt and preferred stock as part of a
new agreement with its lenders and preferred stockholders.

ThermoView, headquartered in Louisville, sells and installs
replacement windows, doors and other home improvements to
residential consumers in 17 states under the "THV, America's Home
Improvement Company" national brand and under regional home center
brands that include Thomas, Primax, Rolox, Leingang and
ThermoView.

ThermoView's senior lender holds Series A debt, Series C debt and
other subordinated debt. Under the restructuring agreements,
ThermoView's senior lender reduced the interest rate on both
series of debt from 10% to 8%, and from 12% to 8% on the
subordinated debt.  Additionally, the senior lender converted $1
million of the subordinated debt to 680,000 common stock warrants,
and it extended ThermoView's debt maturities by two years to
June 30, 2006, and to July 31, 2006 for the subordinated debt.

ThermoView's preferred stock holders also converted  $1 million
worth of preferred stock to 680,000 common stock warrants.  They
also agreed to reduce the dividend rate on the remainder of the
preferred holdings from 12% to 8%, to defer cash dividends until
the Series C long-term debt is retired, and to extend the date for
mandatory redemption to August 31, 2006.

The agreement requires ThermoView to pay $100,000 toward principal
each month commencing July 2004, as well as monthly interest. It
also calls for twice-yearly payments of "excess cash" toward
principal.

President and CEO Charles L. Smith said, "This restructuring goes
a long way in strengthening our balance sheet and providing our
company additional operating flexibility.  This deal provides both
immediate and ongoing benefits that will help us in our drive for
profitability and growth."

The debt and preferred stock forgiveness is expected to improve
second quarter income attributable to common stockholders by more
than $1 million, and the interest and dividend rate reductions are
expected to have a positive impact of around $400,000 in 2003 and
$800,000 on an annual basis, Smith said.

At December 31, 2002, ThermoView's long-term debt was $17.3
million, and its manditorily redeemable preferred stock was $7.8
million.

Strengthening the company's balance sheet and reducing the debt
remaining from its initial acquisition activity have been key
management priorities.  In 2002, ThermoView paid down long-term
debt by $1.5 million and began examining ways to restructure long-
term obligations.

"We will continue working to make operations as lean and
productive as possible, to unify our brands and marketing, and to
provide customers some of the best products and warranties in the
industry," said Smith. "It is our goal to become America's largest
full-service home improvement company."

ThermoView is a national company that designs, manufactures,
markets and installs high-quality replacement windows and doors as
part of a full-service array of home improvements for residential
homeowners. ThermoView's common stock is listed on the American
Stock Exchange under the ticker symbol "THV." Additional
information on ThermoView Industries is available at
http://www.thv.com

                           *    *    *

In its latest Form 10-Q delivered to the Securities and Exchange
Commission, the company states:

      Under our  financing  arrangements,  substantially  all of
      our  assets  are pledged as collateral.  We are required
      to maintain certain financial ratios and to comply with
      various other covenants and  restrictions  under the terms
      of the financing agreements,  including restrictions as to
      additional  financings,  the payment  of  dividends  and
      the  incurrence  of  additional  indebtedness.   In
      connection with waiving defaults at June 30, 2000, PNC
      Bank required us to repay $5 million of our $15 million
      credit facility with them by December 27, 2000. We were
      unable to make the required  December 27, 2000  payment,
      violated  various other covenants, and were declared in
      default by PNC Bank in early January 2001. The declaration
      of default by PNC Bank also served as a  condition  of
      default under the senior  subordinated  promissory  note
      to GE  Equity.  GE Equity and a group of our officers and
      directors in March 2001  purchased  the PNC note,  and
      all defaults relating to the GE Equity note and the
      purchased PNC Bank note were waived.

      If we default in the future under our debt  arrangements,
      the lenders can, among other items,  accelerate  all
      amounts owed and increase  interest rates on our debt.  An
      event of  default  could  result  in the loss of our
      subsidiaries because  of the  pledge  of our  ownership
      in  all of our  subsidiaries  to the lenders.  As of
      September  30, 2002, we are not in default under any of
      our debt arrangements.

      We  believe  that our cash flow from  operations  will
      allow us to meet our anticipated needs during at least the
      next 12 months for:

           *    debt service requirements;

           *    working capital requirements;

           *    planned property and equipment capital
                expenditures.

           *    expanding our retail segment

           *    offering new technologically improved products
                to our customers

           *    integrating more thoroughly the advertising and
                marketing  programs of our regional subsidiaries
                into a national home-remodeling business

      We also believe in the longer term that cash will be
      sufficient to meet our needs.  However,  we do not expect
      to continue our acquisition  program soon. In October
      2002, we opened a new retail sales office in Phoenix,
      Arizona,  and are working to open two new retail  offices
      in  Nebraska  or Iowa and in a southern state in 2003.


TOP-FLITE GOLF: Selling Major Assets to Callaway Golf for $125MM
----------------------------------------------------------------
Callaway Golf (NYSE:ELY) has entered into an agreement with The
Top-Flite Golf Company to purchase the major assets associated
with Top-Flite's business, including its manufacturing facilities,
the Top-Flite, Strata and Ben Hogan brands, and all golf-related
patents and trademarks.

The assets will be acquired free and clear of any existing debt
and most other liabilities pursuant to a Chapter 11 petition filed
by the Top-Flite Company on June 30, 2003 and subject to approval
by the U.S. Bankruptcy Court in Wilmington, Delaware. The total
price to be paid by Callaway Golf for the acquired assets will be
approximately $125 million, subject to certain adjustments.
Completion of the transaction is contingent upon, among other
things, the approval of the Bankruptcy Court and government review
under the Hart-Scott-Rodino Premerger Notification Act.

Top-Flite business operations will continue as usual during the
pendency of the bankruptcy proceedings. Top-Flite's international
operations are part of the sale but not part of the bankruptcy
process.

Upon consummation of the acquisition, Callaway Golf will initiate
steps to consolidate its golf ball and golf club manufacturing and
R&D operations. Callaway Golf expects to incur charges to earnings
of up to $70 million, mostly non-cash, in connection with this
process, with the charges to be taken as incurred over the next
several months.

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."

Jim Craigie, CEO of Top-Flite said, "The proposed sale of our
assets to Callaway Golf will allow Top-Flite to emerge as a
stronger competitor, maximizing the value of our brands to the
benefit of our employees and other stakeholders. By becoming part
of Callaway Golf we can increase marketing support behind our
well-known brands and innovative technology, as proven by recent
wins at the U.S. Open, the Senior PGA Championship and the British
Masters. We have the ultimate respect for Callaway Golf's brand,
market position, management team and financial performance, and
look forward to entrusting them with these great brands and
valuable assets going forward."

Further details on the acquisition will be disclosed as the
process in Bankruptcy Court proceeds. Management plans to cover
this topic further during the regularly scheduled investor
conference call set for 5:00 p.m. EDT on July 17, 2003.

Callaway Golf Company makes and sells Big Bertha(R) Metal Woods
and Irons, including Great Big Bertha(R) II Titanium Drivers and
Fairway Woods, Big Bertha Steelhead(TM) III Stainless Steel
Drivers and Fairway Woods, Hawk Eye VFT Tungsten Injected(TM)
Titanium Irons, Big Bertha Stainless Steel Irons, Steelhead X-
16(TM) and Steelhead X-16 Pro Series Stainless Steel Irons, and
Callaway Golf Forged Wedges. Callaway Golf Company also makes and
sells Odyssey(R) Putters, including White Hot(R), TriHot(R),
DFX(TM) and Dual Force(R) Putters. Callaway Golf Company makes and
sells the Callaway Golf(R) HX(R) Blue and HX Red balls, the CTU
30(R) Blue and CTU 30 Red balls, the HX 2-Piece Blue and HX 2-
Piece Red balls, the CB1(R) Blue and CB1 Red balls, and the
Warbird(TM) golf balls. For more information about Callaway Golf
Company, visit its Web sites at http://www.callawaygolf.comand
http://www.odysseygolf.com


TOUCH AMERICA: Wants to Sell Assets to 360networks for $28MM
------------------------------------------------------------
Touch America Holdings, Inc., and its debtor-affiliates ask for
authority from the U.S. Bankruptcy Court for the District of
Delaware to enter into an asset purchase agreement with
360networks, Inc., selling all of their assets, subject to higher
and better offer.

After extensive marketing by the Debtors, with the assistance of
their advisors, Evercore Partners LP, the Debtors have come to the
conclusion that, in their business judgment, the purchase price
offered by 360networks is the highest and best value achievable
for the Purchased Assets.

The Debtors seek approval of uniform Bidding Procedures, which,
they believe, will ensure that the maximum value achievable is
obtained for the Purchased Assets.  360networks has agreed,
subject to the payment of the Break-Up Fee, that the Agreement
will serve as a "stalking horse" bid, which other potential
bidders can use as a starting point for other higher or otherwise
better, offers.

As reported, the Debtors' business has been strongly affected by
the prolonged United States economic downturn.  Having considered
the possibility of a stand-alone plan of reorganization or
liquidation, the Debtors conclude that it is in the best interests
of their estates and creditors to undertake the sale of the
Purchased Assets under section 363(b) of the Bankruptcy Code.

The Debtors contend that the sale of the Purchased Assets pursuant
to the terms of the Agreement will amass up to $28 million and
eliminate potential claims against the Debtors' estates through
360networks's assumption of the Assumed Liabilities.

The Debtors report that prior to entering into the Agreement, they
undertook extensive effort to identify potential 360networkss and
negotiate the best possible terms for the sale with their advisor,
Evercore.  Since December 2002, Evercore has contacted over 25
potential 360networkss for initial discussion regarding the sale
of the Debtors' assets. Of these parties, 15 executed a Non-
Disclosure Agreement and received additional information,
including a Confidential Information Memorandum and access to due
diligence information and materials.

The Debtors concluded that the proposal from 360networks, offered
the most advantageous terms and greatest economic benefit to the
Debtors' estates.  In addition, 360network's proposal was the only
offer the Debtors received from an entity that had the desire and
the ability to complete the transaction in the time frame they
required.

In consideration of 360network's execution of the Agreement and as
partial reimbursement, the Debtors have paid the 360networks
$500,000 as the Signing and Commitment Fee.

The principal terms of the Agreement are:

  A) Purchase Price

     The Base Price for the Purchased Assets is $28 million,
     subject to certain adjustments, The portion of the Base
     Price payable to the Debtors at the Closing is $12.8
     million.  In addition, $3.2 million is payable into an
     Escrow Account that will serve as security (and a cap) for
     the Debtors' obligations to indemnify 360networks for
     breach of Debtors' representations and warranties for a
     period of 365 days after the Closing.

     The remaining portion of the Base Price -- $12 million --
     is payable as a Post-Closing Payment, with 20% of the Post-
     Closing Payment payable into the Escrow Account.

  B) Assumed Liabilities

     360networks will assume and perform certain liabilities
     arising from the ownership of the Purchased Assets and
     operation of the Relevant Business from and after the
     Closing.

  C) Conduct of Business

     Debtors have agreed to certain restrictions in the
     operation of the Relevant Business through the Closing
     Date, including their ability to amend, modify, terminate
     or extend certain agreements, or effect settlements with
     certain third parties.

  D. Conditions to Closing

     The Closing is conditioned on the satisfaction or waiver
     of:

        i) each party's performance in all material respects of
           all obligations under the Agreement;

       ii) each party's representations and warranties being
           true in all material respects in accordance with the
           Agreement;

      iii) delivery of the various transaction documents,
           consents and the Base Price;

       iv) nonoccurrence of any event, effect or change that
           constitutes a Material Adverse Effect;

        v) receipt of all consents and approvals of any
           Governmental Agency or regulatory authority necessary
           to permit 360networks and the Debtors to perform
           their obligations under the Agreement;

       vi) entry of the Sale Order by the Court, and its
           becoming a Final Order;

      vii) continuing of certain scheduled key contracts in full
           force and effect; and

     viii) receipt by 360networks of consent from its lenders.

  E) Break-Up Fee

     The Debtors have agreed that, if they are in material
     breach of the Agreement, and such breach is not cured
     within five business days, then 360networks will be
     entitled to receive a Break-Up fee in an amount equal to
     $1,000,000.

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.


TRANSDIGM INC: S&P Removes Low-B Ratings from CreditWatch
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B+' corporate credit rating, on TransDigm Inc., and removed
them from CreditWatch where they were placed on March 18, 2003.
The outlook is stable.

At the same time, Standard & Poor's assigned its 'B+' rating to
the company's proposed $440 million secured credit facility and
its 'B-' rating to the proposed $300 million senior subordinated
notes due 2011 to be sold under Rule 144A with registration
rights. TransDigm is being acquired by Warburg Pincus LLC and
TransDigm's senior management for a reported $1.1 billion through
a leveraged buyout.

"The affirmation reflects TransDigm's high level of debt after the
acquisition and the weak commercial aircraft market, offset by
very strong operating margins and leading positions in niche
markets," said Standard & Poor's credit analyst Christopher
DeNicolo. The proceeds from the new credit facility and
subordinated notes, in combination with approximately $530 million
in cash from Warburg Pincus and management, will be used to
purchase TransDigm's stock from its current owner and repay the
company's outstanding debt. The ratings on TransDigm's existing
debt will be withdrawn when repaid. Debt to EBITDA is expected to
increase to almost 5.5x from around 4x in fiscal 2002 pro forma
for the transaction, but as a result of the rather large cash
investment, debt to capital is likely to improve to around 55%.

Richmond Heights, Ohio-based TransDigm is a well-established
supplier of highly engineered aircraft components for use on
nearly all commercial and military airplanes. The company has
expanded its product offering through several acquisitions,
including the mid-2001 major purchase of Champion Aviation, the
world's largest manufacturer of igniters for turbine engines, and
spark plugs and oil filters for piston engines.

Intermediate-term business prospects for commercial aerospace have
deteriorated significantly in terms of orders for new planes (21%
of revenues) and the related aftermarket demand for products and
services (54%), due to the impact on airlines and air travel from
terrorism, the war in Iraq, and the effect of severe acute
respiratory syndrome. However, TransDigm's commercial aftermarket
sales have not been as severely affected as sales of parts for new
aircraft. In response, the firm has reduced its employment level
by about 15% since Sept. 11, 2001. In addition, as most of
TransDigm's commercial aftermarket sales are to distributors, the
firm's direct exposure to any one airline is minimal.

Efforts to reduce costs and the proven ability to maintain high
margins during the continuing downturn in commercial aerospace
should enable TransDigm to offset the increased debt from the
acquisition and preserve a credit profile consistent with current
ratings.


TSI TELSYS: March 28, 2003 Balance Sheet Upside-Down by $445K
-------------------------------------------------------------
TSI TelSys Corporation announced its audited FY2002 financial
results and its first quarter FY2003 financial results.

                   FY2002 Financial Results

New orders in FY2002, which ended December 27, 2002, totaled
US$3.7 million, as compared with orders of US$4.6 million received
in FY2001, which ended December 28, 2001. Sales revenue in FY2002
totaled US$5.0 million versus sales revenue of US$6.3 million in
FY2001. At the end of FY2002, the Company's order backlog stood at
US$1.1 million as compared with a backlog of US$2.8 million at the
end of FY2001.

Cost of sales equaled US$3.8 million in FY2002 as compared to
US$4.7 million in FY2001. This resulted in gross margin as a
percent of revenue of 24.2% in FY2002 as compared to 25.5% of
revenues in FY2001.

The Company continued to reduce operating expenses for the fourth
year in a row. In FY2002, operating expenses equaled US$3.0
million as compared to US$3.2 million incurred in FY2001. The
Company's net loss was US$1.7 million for FY2002 versus a net loss
of US$1.6 million in FY2001.

Cash and cash equivalents at the end of FY2002 totaled US$0.7
million, as compared to US$0.9 million at the end of FY2001. Due
to the decline in both billed accounts receivable and unbilled
receivables as compared with the previous year-end, total current
assets totaled US$1.3 million at the end of FY2002, as compared
with US$2.8 million at the end of FY2001. These decreases were a
result of the lower volume of new orders received during the year.
Total assets stood at US$1.9 million at the end of FY2002, as
compared to US$3.6 million at the end of FY2001.

Current liabilities totaled US$2.1 million at the end of FY2002 as
compared with current liabilities of US$2.0 million at the end of
FY2001. Total liabilities were virtually unchanged at US$2.1
million as compared with US$2.1 million at the end of FY2001.
Shareholders' deficit was US$0.3 million at the end of FY2002
versus shareholders' equity of $1.5 million at the end of
FY2001.

              First Quarter FY2003 Financial Results

The Company also reported the results of operations for the first
quarter of FY2003 which ended March 28, 2003. Orders received in
the first quarter equaled US$0.7 million as compared with US$1.1
million for the same period in FY2002. At the end of the first
quarter of FY2003, orders backlog stood at US$0.9 million, as
compared with an orders backlog of US$2.3 million at the end of
the first quarter of FY2002.

First quarter revenues totaled US$1.0 million, with a gross margin
of 20.3% of revenues. This compares with revenues of US$1.5
million and a gross margin of 21.2% in the same period in FY2002.
Operating expenses were US$0.6 million in the first quarter of
FY2003 as compared with US$0.7 million in the same period in
FY2002.

The Company recorded a net loss of US$0.4 million in the first
quarter of FY2003, as compared with a net loss of US$0.4 million
in the same period in FY2002. Current assets totaled US$0.9
million at the end of the first quarter of FY2003, which included
cash and cash equivalents of US$50,000. At the end of the first
quarter of FY2003, total assets stood at US$1.5 million, total
liabilities stood at US$1.9 million and shareholders' deficit was
US$0.4 million.


UNITED AIRLINES: Washington Airport Demands $2.8 Million Payment
----------------------------------------------------------------
The Metropolitan Washington Airports Authority is the operator of
an airport system located in the Washington, D.C. metropolitan
area.  United Airlines and the Authority were parties to leases
for non-residential real property that includes terminal
buildings, cargo facilities, maintenance facilities, hangars, fuel
farms and flight kitchens.

The MWAA tells Judge Wedoff that United owes $2,796,163, with
$2,074,573 attributable to the postpetition period.  Therefore,
the MWAA asks the Court to compel the Debtors to pay $2,074,573
as an administrative expense, because it cannot be disputed that
the Debtors utilized MWAA's property, which benefited the
estates. (United Airlines Bankruptcy News, Issue No. 21;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


UNITED AUBURN: S&P Assigns BB- Rating to $215MM Senior Bank Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
the $215 million senior secured bank facility of the United Auburn
Indian Community. Proceeds from the bank facility have been used
to fund construction of the UAIC's casino outside Sacramento, Ca.,
Thunder Valley. Concurrently, Standard & Poor's assigned its 'BB-'
corporate credit and senior secured debt ratings to UAIC.

The outlook is stable.

"The ratings for Auburn, California-based UAIC reflect the
company's reliance on a single source of cash flow, an evolving
competitive landscape, and start-up risks associated with a new
casino opening," said credit analyst Michael Scerbo. These factors
are offset by the expected good performance of the property given
its high quality, good market demographics, limited near term
competition in its surrounding area, and credit support in the
form of a make-well agreement from Station Casinos, Inc. In
addition, the considerable progress of the development, with the
gaming space open and only non-gaming amenities remaining to be
completed, and a completion guaranty from Station, mitigates most
of the construction risk.

The UAIC is one of 61 federally recognized Native American tribes
in California, of which 50 are currently operating gaming
establishments. The tribe's compact with the State of California
was entered into in May 2000 and expires in May 2020. The compact
permits forms of Class III gaming, including slot machines and
card games.

Station Casinos, the developer and manager of Thunder Valley, is
an established casino company with both substantial operating
experience and significant capital resources. Station will be paid
a development fee of 2% of the project's total cost and a
management fee for seven years equal to 24% of pretax income. In
addition, Station will provide direct credit support in the form
of make-well agreement that ensures Thunder Valley will meet a
certain level of operating performance.


UNITED DEFENSE: S&P Ups Corporate Credit Rating to BB from BB-
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit and
senior secured bank loan ratings on United Defense Industries Inc.
to 'BB' from 'BB-'. All ratings are removed from CreditWatch,
where they were placed on June 23, 2003. The outlook is stable.

"The upgrade reflects United Defense's improved financial profile
and the positive prospects for defense spending," said Standard &
Poor's credit analyst Christopher DeNicolo. Debt to EBITDA is
expected to decline to below 2x in 2003 from around 2.5x in 2002,
reflecting debt repayments from solid internal cash generation.
United Defense's equity turned positive in the first quarter of
2003 as a result of full retention of earnings. EBIT and EBITDA
interest coverage, 5x and 6.4x, respectively, in 2002, should
continue to improve due to satisfactory profitability and debt
repayment. Funds from operations to debt was above average for the
rating in 2002 at around 30%. The company is likely to pursue
further modest-sized debt-financed acquisitions, but the overall
credit profile is expected to remain appropriate for the current
ratings.

Arlington, Virginia-based United Defense is somewhat narrowly
focused, serving as prime contractor on a few well-supported
military programs with incumbency spanning decades.
Diversification has been improved by the debt-financed acquisition
of United States Marine Repair in 2002, a provider of ship
maintenance and modernization services for nonnuclear ships for
the U.S. Navy. The acquisition better balanced revenues from Army
and Navy programs and increased the proportion of the U.S. defense
budget that United Defense is able to bid for. A large installed
base of equipment provides the firm with significant revenue from
upgrades, overhauls, and supplies of components. However, a shift
in funding priorities by the U.S. Department of Defense towards
new programs, especially the Army's Future Combat System, could
reduce spending on upgrades for existing vehicles.

Major combat systems produced include the Bradley fighting
vehicle, the M113 armored personnel carrier, and the Mk45 naval
gun system. United Defense, teamed with General Dynamics Co., is
developing the manned ground vehicles portion of FCS, including
the non-line of sight cannon, which is effectively replacing the
cancelled Crusader artillery program. In addition, United Defense
is developing the advanced gun system and the advanced vertical
launch system for the Navy's DDX next-generation destroyer
program. Preparations for the Iraq war positively affected
revenues at USMR in the first quarter of 2003 as ship maintenance
was accelerated prior to deployment. However, work previously
scheduled for the remainder of 2003 could be delayed due to the
large number of ships still deployed.

United Defense's revenues and profitability are expected to remain
steady over the next few years with the improved diversity of its
programs as a result of the USMR acquisition and increased defense
spending. Solid free cash flows could be used to reduce debt or to
partially finance future acquisitions. Overall, the company is
expected to maintain a credit profile appropriate for current
ratings.


U.S. STEEL: Names Anton Lukac as Plant Manager at Clairton Works
----------------------------------------------------------------
Anton Lukac has been named plant manager-Clairton Works for United
States Steel Corporation (NYSE: X), John Goodish, executive vice
president-operations, announced.  The appointment became effective
July 1, 2003.

Lukac, 43, was previously vice president of strategic
implementation for U. S. Steel Kosice, U. S. Steel's steelmaking
unit in the Slovak Republic.  He and his family will relocate to
Pittsburgh from Kosice in their native Slovak Republic.

At Clairton Works, Lukac will be responsible for managing coking
and coal chemical operations at the largest and most
environmentally progressive by-product coke plant in the Western
Hemisphere.  He will report directly to Ray Terza, who assumed
general manager responsibilities earlier this month for all U. S.
Steel Pittsburgh-area operations, including both Mon Valley Works
and Clairton Works.

Goodish, who served as president of USSK during its first two
years as a U. S. Steel subsidiary and worked closely with Lukac
during that period, said, "Anton is a highly talented individual
with a diverse, proven background in both operations and
administration.  In Central Europe, he has played a key role in
our expansion efforts, including coordinating all due diligence
and contract negotiations related to purchases U. S. Steel is
pursuing in Poland and Serbia.  His performance has been excellent
in every task we've given him."

Lukac graduated from Technical University in Kosice, Faculty of
Mechanical Engineering.  In 1991, he joined VSZ a.s., a
diversified Slovak corporation from which U. S. Steel acquired the
steel operations and related assets in November 2000 to form USSK,
the largest fully integrated, flat-rolled steel producer in
Central Europe.

Lukac's first years at VSZ were in the cold rolling mill, where he
worked as a technologist and then as head of the microelectronic,
technical development and engineering departments.  From January
1993 through 1994, he was manager of a cost-saving project
covering VSZ's entire steelworks.  He then headed the Controlling
and Financing departments.  In 1996, he was appointed financial
director of VSZ OCEL, a steel manufacturing company of VSZ Group.

From 1998 to 1999, Lukac served as project manager for a VSZ-U. S.
Steel joint venture.  Immediately prior to the formation of USSK,
he was chairman of VSZ OCEL and vice president of technology for
VSZ.  When USSK was created in late 2000, he was named vice
president for strategic implementation and reported directly to
USSK's president.  In that position, he was responsible for USSK's
pipe and heating radiator operations, had oversight for 18 USSK
domestic and foreign subsidiaries, supported regional development
through the Economic Development Center, and led USSK's due
diligence teams in exploring new business opportunities for U. S.
Steel in Europe.

Clairton Works is located approximately 20 miles south of
Pittsburgh on 392 acres along 3.3 miles of the west bank of the
Monongahela River.  The plant -- originally a steelmaking
operation -- was built by St. Clair Steel Company in 1901 and
bought by U. S. Steel in 1904.  The first coking batteries were
built in 1918.  Today, Clairton Works operates 12 coke batteries
having nearly 1,000 ovens, and employs about 1,500.

The coke produced at Clairton Works is used in the blast furnace
operations in the production of molten iron for steel making.
Approximately 30 percent of the 4.5 million tons of coke produced
last year at Clairton Works was consumed by U. S. Steel facilities
with the remainder sold to other domestic steel producers.

Clairton Works was the first coke plant in the world to achieve
certification to the ISO 14001 standard, a stringent,
international standard used to measure facilities' environmental
management systems.  In 2002, Clairton Works became a member of
the U.S. Environmental Protection Agency's National Environmental
Performance Track, a voluntary leadership program developed by the
EPA to honor outstanding environmental performers.  The plant
has also received a number of other environmental awards including
EPA's Green Lights Program "Partner of the Year," the Allegheny
County Health Department Enviro-Star Award, the Pennsylvania
Governor's Waste Minimization Award and the Governor's Award for
Environmental Excellence.

                          *   *   *

As reported in Troubled Company Reporter's May 9, 2003 edition,
Standard & Poor's Ratings Services lowered its corporate credit
rating on integrated steel producer United States Steel Corp. to
'BB-' from 'BB' based on concerns about the firm's increased
financial risk.

Standard & Poor's said that it has removed its ratings on
Pittsburgh, Pennsylvania-based United States Steel from
CreditWatch, where they were placed with negative implications on
Jan. 9, 2003. The current outlook is negative. The company had
about $1.7 billion in lease-adjusted debt at March 31, 2003.

At the same time, Standard & Poor's said it has assigned its 'BB-'
rating to United States Steel Corp.'s new $350 million senior
notes due 2010.


VICWEST CORP: Canadian Court Extends CCAA Protection Until Today
----------------------------------------------------------------
As previously announced, Vicwest Corporation and certain of its
Canadian subsidiaries obtained an order on May 12, 2003 to begin
Vicwest's restructuring under the Companies' Creditors Arrangement
Act.

Vicwest obtained on June 24, 2003 from the Ontario Superior Court
of Justice an order granting it and the Subsidiaries an extension
to July 2, 2003 of protection under the CCAA.

The fourth report dated June 20, 2003 of Deloitte & Touche Inc.,
in its capacity as monitor of Vicwest, and a supplement thereto
dated June 23, 2003 has been filed with the Court. A copy of the
Report will be filed by Vicwest with the Canadian securities
regulators and will be available on their Web site at
http://www.sedar.com A copy of the Report is also available on
the Monitor's Web site at http://www.deloitte.ca

As previously announced, the preparation and filing of Vicwest's
consolidated financial statements for the year ended December 31,
2002 and the quarter ended March 31, 2003 have been delayed as a
result of Vicwest's restructuring activities under the CCAA.
Vicwest anticipates that it will be able to comply with its
financial statement filing requirements after completion of its
restructuring process. At this time it is anticipated that Vicwest
will emerge from its restructuring process in August, 2003.

Vicwest, with corporate offices in Oakville, Ontario, is Canada's
leading manufacturer of metal roofing, siding and other metal
building products.


WEIRTON STEEL: Solid Waste Seeks Relief from Utility Injunction
---------------------------------------------------------------
Solid Waste Services, Inc, Solid Waste Services of West Virginia,
Inc. and Valero Terrestrial Corporation -- the Solid Waste
Entities -- and Weirton Steel Corporation entered into an
Industrial Waste Stabilization, Transportation and Disposal
Agreement on September 24, 1998.

Pursuant to the Agreement, Solid Waste provided services to the
Debtor, which includes the transportation of waste and a lease of
certain landfill space for the disposal of waste.  The Agreement
provides for a 10-year term and payment is due every 30 days, on
a weekly basis.

However, prior to the Petition Date, the Debtor was delinquent in
making payments under the Agreement.  As of February 2003, the
Debtor owes the Solid Waste Entities at least $1,171,951 in
undisputed claims arising under the Agreement and at least
$1,300,000 in disputed claims.  Accordingly, Solid Waste's total
prepetition claims against the Debtor amount to at least
$2,400,000.

Elmer Earl Bowser, Esq., at Synder & Hassig, in New Martinsville,
West Virginia, tells the Court that prepetition payments the
Debtor actually made under the Agreement were substantially in
arrears.  The last payment received by the Solid Waste Entities
was deposited on April 16, 2003 and covered services rendered in
the last week of January 2003.

Previously, the Debtor sought an order preventing Solid Waste,
among other listed "Utility Companies" from terminating services
or requiring deposits or other security in connection with their
provision of services.  The Debtor alleges that it is already
providing "adequate assurance" on the grounds that they expect
liquidity under the terms of an anticipated DIP financing
agreement.  The Debtor further seeks to shift the burden provided
by Section 366 of the Bankruptcy Code for the showing of "adequate
assurance" from the Debtor to the Utility Companies, by placing
the burden on the Utility Companies to request additional
assurance of payment after the passage of 20 days after the
Petition Date.

Accordingly, Solid Waste seeks a reconsideration of the Court's
Utility Injunction Order.

Mr. Bowser asserts that Solid Waste's request is warranted due to
the Debtor's failure to provide the Solid Waste Entities with due
process, including the failure to provide adequate notice of the
Debtor's Utility Injunction Motion and the corresponding failure
to provide an adequate opportunity to participate in the hearing
as to the Debtor's Utility Injunction Motion.

While many first day motions dealing with emergency matters are
addressed in the beginning of a case without substantial notice,
Mr. Bowser argues that the Debtor's Utility Injunction Motion was
not an emergency, because utilities are prohibited from taking
action adverse to the Debtor within 20 days after the Petition
Date.  Thus, the Debtor's Utility Injunction Motion did not have
to be addressed as a first day matter.

In view of the substantial amount outstanding under the
Agreement, the Debtor's history of non-payment and the Debtor's
failure to show sufficient liquidity to enable it to become
current in its payments postpetition, the relief the Court
granted in the Debtor's Utility Injunction Motion as to the Solid
Waste Entities must be reconsidered.

Mr. Bowser emphasizes that the Solid Waste Entities should not be
required to bear the risk that the Debtor might not be able to be
current under the Agreement, or that the Debtor's estate might
become administratively insolvent.  Moreover, the Debtor's
attempt to shift the burden provided by Section 366 to the Utility
Companies generally, and to Solid Waste specifically, is contrary
to the plain language of the statute and the intent of Congress.
The burden of proof as to a debtor's provision of "adequate
assurance" rests with the Debtor.

The Solid Waste Entities, Mr. Bowser emphasizes, should be
permitted to discontinue service upon the Debtor's failure to be
current postpetition as to the Agreement, or the Debtor's failure
to comply with any order of the Court requiring the Debtor to
provide "adequate assurance" to the Solid Waste Entities.

Accordingly, Solid Waste asks the Court to reconsider its Utility
Injunction Order as to the Solid Waste Entities, and:

   (a) vacate the Utility Injunction Order to the extent that it
       granted relief against the Solid Waste Entities;

   (b) require the Debtor to provide the Solid Waste Entities
       with "adequate assurance of payment" by paying:

       (1) a $350,000 security deposit to be paid in cash; and

       (2) the amounts due under the Agreement after the Petition
           Date in cash, on a weekly basis for any obligations
           incurred in the immediately preceding week; and

    (c) permit the Solid Waste Entities to terminate service on 48
        hours notice to the Debtor in the event that the Debtor
        fails to be current as to the Agreement after the Petition
        Date or fails to comply with any provisions of the Order.
        (Weirton Bankruptcy News, Issue No. 4; Bankruptcy
        Creditors' Service, Inc., 609/392-0900)


WESTAR ENERGY: Unit Completes Sale of Protection One Europe
-----------------------------------------------------------
Westar Energy, Inc.'s (NYSE:WR) wholly owned subsidiary Westar
Industries, Inc., has completed the divestiture of its interest in
Protection One Europe to ABN Amro Capital France.

"The completion of this transaction is a positive step toward the
realization of our goals at Westar Energy. This transaction
demonstrates the commitment of our team to our restructuring plan
and our resolve to return Westar Energy to its roots as a pure
electric utility," said Mark Ruelle, Westar Energy executive vice
president and chief financial officer.

The sale reduces Westar Energy's consolidated debt levels by
approximately $114 million, comprised of cash proceeds, the
buyer's assumption of debt on Westar Energy's balance sheet and
Westar Energy's ability to offset taxes otherwise payable out of
the gain on the sale in February of its holdings in ONEOK, Inc.
(NYSE:OKE).

UBS Warburg acted as advisor to Westar Energy on the transaction.

Westar Energy, Inc., (NYSE:WR) is the largest electric utility in
Kansas and owns interests in monitored security and other
investments. Westar Energy provides electric service to about
653,000 customers in the state. Westar Energy has nearly 6,000
megawatts of electric generation capacity and operates and
coordinates more than 36,600 miles of electric distribution and
transmission lines. The company has total assets of approximately
$6.9 billion, including security company holdings through
ownership of Protection One, Inc. (NYSE:POI). Through its
ownership in ONEOK, Inc. (NYSE:OKE), a Tulsa, Okla.-based natural
gas company, Westar Energy has a 27.5 percent interest in one of
the largest natural gas distribution companies in the nation,
serving more than 1.9 million customers.

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

                         *   *   *

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

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


WILLIAMS COS.: Completes 2 Asset Transactions for $55 Million
-------------------------------------------------------------
Williams (NYSE: WMB) has recently closed two transactions
involving the sale of certain assets in the company's exploration
and production and midstream businesses.

The following transactions closed over the past six days:

    --  The previously announced sale of natural gas exploration
        and production properties in the Denver-Julesberg basin in
        northeastern Colorado for $28 million to Petroleum
        Development Corporation (Nasdaq: PETD).

    --  A new sale involving Williams' 45 percent ownership
        interest in the 223-mile Rio Grande Pipeline that
        transports natural gas liquids from Hobbs, N.M., to Ciudad
        Juarez, Chihuahua.  Navajo Southern Inc., a wholly-owned
        subsidiary of Holly Corporation (Amex: HOC), purchased
        Williams' interest for $27.5 million, subject to certain
        closing adjustments.

Including the Denver-Julesberg properties and the Rio Grande
interest, Williams has received nearly $2.75 billion cash from
asset sales that have been closed this year.

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

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

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

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


WILLIAMS CONTROLS: Completes Review of Strategic Direction
----------------------------------------------------------
Williams Controls, Inc. (OTC: WMCO) has completed a review of its
strategic direction.  As a result of that review, Williams will
focus on supplying Electronic Throttle Controls (ETC's) for heavy
truck and transit busses, where it is a leading supplier of these
products, and for emerging recreational and off-road products, and
will be seeking to divest its passenger car and light truck ETC
product lines.

Of the total fiscal 2002 revenues of $52.5 million, sales to Ford
and General Motors were approximately $5 million and were expected
to increase as further passenger car and light truck lines with
ETC's were introduced.

Beringea, a boutique investment banking firm located in the
Detroit Michigan area with extensive experience in the automotive
industry, has been retained by the Company to assist in the
transaction.

Gene Goodson, Williams President and CEO stated, "Although we have
been awarded profitable passenger car and light truck ETC
contracts, it is becoming increasingly difficult for a smaller
operation to continue to devote the resources required to service
the passenger car and light truck product lines. We would prefer
to use those resources to support our core heavy truck and transit
bus ETC products and pursue opportunities outside passenger car
and light truck."  He continued, "We have notified Ford and
General Motors of our intentions and will work cooperatively with
them to accomplish a smooth and orderly transition once a buyer is
identified."  He concluded, "We have significant opportunities
with our core heavy truck and transit bus ETC's and see further
opportunities off-road, recreational and other markets.  Our focus
is on being able to take full advantage of those opportunities."

Williams Controls is a designer, manufacturer and integrator of
sensors and controls for the motor vehicle industry.  For more
information, you can find Williams Controls on the Internet at
http://www.wmco.com

Williams Controls, Inc.'s March 31, 2003 balance sheet shows a
total shareholders' equity deficit of about $12.6 million


WORLDCOM INC: Shareholder Boycott Threat Passes 10,000 Mark
-----------------------------------------------------------
A group of MCI WorldCom, Inc. (OTC Bulletin Board: WCOEQ, MCWEQ)
stockholders has received over 10,000 email messages supporting a
possible future boycott of the 'new MCI'.

"Thousands of people apparently feel that the current bankruptcy
reorganization plan is unfair," said Neal Nelson, Spokesperson for
the MCI WorldCom Stockholders Group. "The U.S. Trustee and the
bankruptcy judge may accept this plan but the average citizens may
reject it by cancelling their MCI WorldCom service."

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

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

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


W.R. GRACE: Earns Blessing to Hire Deloitte as Tax Advisors
-----------------------------------------------------------
W.R. Grace & Co., joined by its related and affiliated Debtors,
obtained the Court's authority to employ Deloitte & Touche LLP as
customs services providers and as tax and compensation advisors
to the Debtors, nunc pro tunc to February 4, 2003.

With the Court's approval, Deloitte will provide these services:

        (a) compensation and benefits services, including
            services pertaining to assisting the Debtors in
            reviewing and analyzing their current employee
            retention and incentive programs, and in developing
            new employee retention and incentive programs;

        (b) tax advisory services, including services pertaining
            to assisting the Debtors by consulting on various
            corporate and sales tax issues, and in reviewing and
            analyzing the tax implications of various inter-
            company transactions; and

        (c) customs review and compliance services, including
            services pertaining to assisting the Debtors with
            the upcoming Focused Assessment to be conducted by
            the United States Customs Service.

The Debtors have signed engagement letters dated April 14, 2004,
regarding provision of the customs services; April 8, 2003,
pertaining to Deloitte's provision of the tax services; and
March 14, 2003, regarding Deloitte's compensation services.

Certain professionals who were formerly associated with Arthur
Andersen have joined Deloitte.  While at Andersen, certain of
these professionals worked on matters pertaining to the Debtors.
The Debtors anticipate that certain of these professionals will
provide services to the Debtors in these Chapter 11 cases.
However, the services included in these three engagement letters
are new and will not be a continuation of the Andersen services.

Deloitte, at the Debtors' request, will also render additional,
related support deemed appropriate and necessary by the Debtors
for the benefits of their estates.

                         Compensation

Deloitte's fees will be based on the time that Deloitte
necessarily spends in providing its tax services to the Debtors,
multiplied by its hourly rates.  The normal hourly rates charged
by Deloitte personnel are:

           Staff Classification        Hourly Billing Rate
           --------------------        -------------------
           Partner/Principal/Director         $350 - 660
           Senior Manager                      250 - 550
           Manager                             180 - 430
           Senior Accountants/Consultants      135 - 340
           Staff Accountants/Consultants       100 - 180
(W.R. Grace Bankruptcy News, Issue No. 42; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


* Kirkpatrick Brings-In Two New Partners at Los Angeles Office
--------------------------------------------------------------
The national law firm of Kirkpatrick & Lockhart LLP announced that
Richard P. Crane, Jr. and Dennis M. P. Ehling, have joined as
partners in K&L's Los Angeles office.

Richard P. Crane, Jr. comes to K&L from the firm of Musick, Peeler
& Garrett, where he concentrated his practice in the transactional
litigation area, primarily in federal courts, as well as serving
as corporate counsel to several small to medium-sized
corporations.  During his career, Mr. Crane has served as the
attorney in charge and chief trial counsel of the Organized
Crime and Racketeering Section, Western Regional Office, U.S.
Department of Justice and Acting U.S. Attorney for the District of
Connecticut.  Mr. Crane is currently a member of the Board of
Directors of Service Merchandise, which is listed on the New York
Stock Exchange, and Chairman of the Southern Nevada Culinary and
Bartenders Pension Fund.  He received his B.A. (1961) and LL.B.
(1964) from Vanderbilt University.  Mr. Crane is admitted to
practice in Tennessee, California, the District of Columbia, and
before the United States Supreme Court.

Dennis M. P. Ehling also comes to K&L from the firm of Musick,
Peeler & Garrett LLP, where he concentrated his practice in
complex business litigation, including contract, securities, RICO,
Internet, construction, insurance, environmental and education
law, throughout California and in federal courts around the
country.  Mr. Ehling has acted as outside general counsel for
Internet-related firms, providing advice on matters as diverse as
contract negotiations and disputes, form contracts, multi-
jurisdictional liabilities, banking and financial matters and
governmental oversight and regulation.  He has developed a
substantial background in credit and debit payment cards and
electronic payment systems, litigating on behalf of and advising
clients in numerous matters related to both merchant liabilities
and responsibilities and payment card issuance programs.  Mr.
Ehling believes the combination of K&L's "excellent reputation,
national base, and the depth and breadth of practice disciplines
offers an unparalleled opportunity for my practice and clients."
He completed his undergraduate education at Princeton University
and received his J.D., with honors, from the University of Notre
Dame Law School in 1993.  Mr. Ehling is admitted to practice
before all courts of the state of California, the United States
District Courts for the Central and Eastern Districts of
California, the U.S. District Court for the Western District of
Michigan and the United States Court of Appeals for the Ninth
Circuit.

Paul W. Sweeney, Jr., K&L's Administrative Partner in Los Angeles
noted, "The addition of Messrs. Crane and Ehling will extend K&L's
national and California complex business litigation practice, as
well as deepen our firm's white-collar crime expertise on the West
Coast.  In the nearly three years since it opened, K&L's Los
Angeles office has doubled in size to approximately 30 attorneys.
The addition of Messrs. Crane will Ehling will add to these
numbers, and foster even greater growth in the near future."  In
addition to business litigation, attorneys in K&L's Los Angeles
office counsel and represent clients in other areas of law
including broker-dealer and other financial services, corporate,
employment and labor, entertainment, environmental and natural
resources, ERISA, insurance coverage, investment management,
products liability, real estate, securities, and toxic tort.

Kirkpatrick & Lockhart is a national law firm with approximately
700 lawyers in Boston, Dallas, Harrisburg, Los Angeles, Miami,
Newark, New York, Pittsburgh, San Francisco, and Washington. K&L
serves a dynamic and growing clientele in regional, national and
international markets.  K&L currently represents over half of the
Fortune 100, as well as a full range of emerging and growth
companies, and individuals.  The firm's practice embraces three
major areas--litigation, corporate and regulatory -- and related
fields.  For more information, please visit http://www.kl.com


* Meetings, Conferences and Seminars
------------------------------------
July 10-12, 2003
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Eldorado Hotel, Santa Fe, New Mexico
               Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

July 17-20, 2003
   Northeast Bankruptcy Conference
      AMERICAN BANKRUPTCY INSTITUTE
         Hyatt Regency, Newport, RI
            Contact: 1-703-739-0800 or http://www.abiworld.org

July 30-Aug. 2, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton, Amelia Island, FL
            Contact: 1-703-739-0800 or http://www.abiworld.org

July 31, 2003
   FOUNDATION FOR ACCOUNTING EDUCATION
      Bankruptcy and Financial Reorganization Conference
         New York, NY
            Contact: 1-800-537-3635 or visit www.nysscpa.org

September 18-21, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         The Venetian, Las Vegas, NV
            Contact: 1-703-739-0800 or http://www.abiworld.org

September 12, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      ABI/GULC "Views from the Bench"
         Georgetown Univ. Law Center, Washington, DC
            Contact: 1-703-739-0800 or http://www.abiworld.org

October 2-3, 2003
   EUROFORUM INTERNATIONAL
      European Securitisation
         Hilton London Green Park
            Contact: http://www.euro-legal.co.uk

October 10 and 11, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Symposium on 25th Anniversary of the Bankruptcy Code
         Georgetown Univ. Law Center, Washington, DC
            Contact: 1-703-739-0800 or http://www.abiworld.org

October 15-18, 2003
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Sixth Annual Meeting
         San Diego, CA
            Contact: http://www.ncbj.org/

October 16-17, 2003
   EUROFORUM INTERNATIONAL
      Russian Corporate Bonds
         Renaissance Hotel, Moscow
            Contact: http://www.ef-international.co.uk

November 12-14, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Litigation Skills Symposium
         Emory University, Atlanta, GA
            Contact: 1-703-739-0800 or http://www.abiworld.org

December 3-7, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         La Quinta, La Quinta, California
            Contact: 1-703-739-0800 or http://www.abiworld.org

February 5-7, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, CO
            Contact: 1-703-739-0800 or http://www.abiworld.org

March 5, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Battleground West
         The Century Plaza, Los Angeles, CA
            Contact: 1-703-739-0800 or http://www.abiworld.org

April 15-18, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriott, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org

April 29-May 1, 2004
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Fairmont Hotel, New Orleans
               Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

May 3, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      New York City Bankruptcy Conference
         Millennium Broadway Conference Center, New York, NY
            Contact: 1-703-739-0800 or http://www.abiworld.org

June 2-5, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, MI
            Contact: 1-703-739-0800 or http://www.abiworld.org

June 24-26,2004
   AMERICAN BANKRUPTCY INSTITUTE
      Hawaii Bankruptcy Workshop
         Hyatt Regency Kauai, Kauai, Hawaii
            Contact: 1-703-739-0800 or http://www.abiworld.org

July 15-18, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      The Mount Washington Hotel
         Bretton Woods, NH
            Contact: 1-703-739-0800 or http://www.abiworld.org

July 28-31, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Reynolds Plantation, Lake Oconee, GA
            Contact: 1-703-739-0800 or http://www.abiworld.org

September 18-21, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         The Bellagio, Las Vegas, NV
            Contact: 1-703-739-0800 or http://www.abiworld.org

October 10-13, 2003
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Seventh Annual Meeting
         Nashville, TN
            Contact: http://www.ncbj.org/

December 2-4, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Marriott's Camelback Inn, Scottsdale, AZ
            Contact: 1-703-739-0800 or http://www.abiworld.org

April 28- May 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriot, Washington, DC
            Contact: 1-703-739-0800 or http://www.abiworld.org

July 14 -17, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Ocean Edge Resort, Brewster, MA
         Contact: 1-703-739-0800 or http://www.abiworld.org

July 27- 30, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         Kiawah Island Resort and Spa, Kiawah Island, SC
            Contact: 1-703-739-0800 or http://www.abiworld.org

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, TX
            Contact: http://www.ncbj.org/

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, CA
            Contact: 1-703-739-0800 or http://www.abiworld.org

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Bond pricing, appearing in each Thursday's edition of the TCR, is
provided by DebtTraders in New York. DebtTraders is a specialist
in global high yield securities, providing clients unparalleled
services in the identification, assessment, and sourcing of
attractive high yield debt investments. For more information on
institutional services, contact Scott Johnson at 1-212-247-5300.
To view our research and find out about private client accounts,
contact Peter Fitzpatrick at 1-212-247-3800. Real-time pricing
available at http://www.debttraders.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard
Group, Inc., Washington, DC USA. Yvonne L. Metzler, Bernadette C.
de Roda, Donnabel C. Salcedo, Ronald P. Villavelez and Peter A.
Chapman, Editors.

Copyright 2003.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
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 ***