TCR_Public/030704.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, July 4, 2003, Vol. 7, No. 131

                          Headlines

ACTERNA CORP: Wants More Time to Make Lease-Related Decisions
ADVANCED LIGHTING: Court OKs New DIP Financing with Wells Fargo
AEROSTRUCTURES: Ratings Withdrawn After Acquisition by Vought
AHOLD: Completes Internal Forensic Accounting Investigations
AIR CANADA: Air Norterra Presses for Compliance with Agreement

ALLIANCE GAMING: Inks Definitive Pacts to Sell Non-Core Assets
ALPHASTAR INSURANCE: Fails to Meet Nasdaq Listing Requirements
AMERCO: Bringing-In BDO Seidman to Perform Accounting Services
AMERICAN STONE: Seeks Replacement to Term Loan & Credit Facility
ANTARES PHARMA: Continuing Initiatives to Deliver Business Plan

ATA AIRLINES: June Revenue Passenger Miles Increase 22.4%
AURORA FOODS: S&P Drops Corporate Credit Rating to D from CCC
BALLY TOTAL: Completes Sr. Notes Offering & $90 Million Revolver
BMC INDUSTRIES: Receives Bank Waiver of Loan Covenant Violations
BOOTS & COOTS: Reaches Pact with Prudential to Cure Loan Default

BUDGET GROUP: Court Approves Miller Ellin as Tax Accountants
BURLINGTON INDUSTRIES: Wants Nod to Hire Hilco as Appraisers
CANWEST GLOBAL: Australian Operation Posts 24% Q3 EBITDA Growth
CINCINNATI BELL: Prices $500 Million 7.25% Senior Unsec. Notes
CINCINNATI BELL: S&P Assigns Junk Rating to $300MM Senior Notes

CINCINNATI BELL: Fitch Assigns B+ Rating to $300MM Senior Notes
CMS ENERGY: Sells CMS Field Services Unit to Cantera Natural Gas
CORRPRO COS.: Continues Talks to Amend & Extend Credit Facility
CREDIT SUISSE: Ratings on Class K & N Notes Dive Down to B+/C
CROSS MEDIA: Hires Getzler Henrich as Restructuring Consultants

CROWN PACIFIC: Court Approves $40 Million DIP Financing Pact
CRUM & FORSTER: S&P Assigns BB L-T Counterparty Credit Rating
DETROIT MEDICAL: Fitch Keeps B Bond Rating on Watch Evolving
DKW LAW: Files for Chapter 11 Protection in Pennsylvania Court
DKW LAW GROUP: Voluntary Chapter 11 Case Summary

DLJ COMMERCIAL: Fitch Affirms Low-B and Junk Class Notes Ratings
DTI DENTAL: Commences Normal Course Issuer Bid Effective July 3
DUANE READE: S&P Concerned about Weaker-Than-Expected Results
EASTMAN HILL: Fitch Downgrades 3 Note Class Ratings to B/CC/C
ENCOMPASS SERVICES: Qwest Wants Amended Sale Order Reconsidered

ENGAGE INC: Turns to Deloitte & Touche for Financial Advice
ENRON CORP: Seven Creditors Sell 11 Claims Totaling $37 Million
FEDERAL-MOGUL: Committee Has Until Sept. 30 to Sue Lenders
FIRST UNION NAT'L: Fitch Affirms Six Low-B Note Class Ratings
FLEMING COMPANIES: Exclusivity Extension Hearing Set for July 17

FORMICA CORP: Gains Nod for Cerberus & Oaktree Investment Deals
GALAXY NUTRITIONAL: Reports Improved Year-End 2003 Performance
GENERAL DATACOMM: Wants Plan Exclusivity Extended to August 29
GLENOIT CORP: Seeks Open-Ended Extension for Final Decree
GRUPO IUSACELL: Fitch Hacks Senior Unsecured Debt Rating to D

IBEAM BROADCASTING: Trust Wants Time for Final Decree Extended
INSCI CORP: March 31 Balance Sheet Insolvency Narrows to $3 Mil.
JACKSON PRODUCTS: Lenders & Bondholders to Forbear Until Oct. 20
LARRY'S STANDARD: Taps Prime Locations as Real Estate Consultant
LEAP WIRELESS: Court Okays Poorman's Appointment as Claims Agent

LEVI STRAUSS: Names Pat House to Company's Board of Directors
LNR PROPERTY: Will Be Paying Quarterly Cash Dividends on Aug. 20
MALDEN MILLS: Expecting to Emerge from Chapter 11 on August 26
MASSEY ENERGY: Closes Short-Term Credit Facilities Refinancing
METALS USA: Asks Court to Approve LTV-Contrarian Stipulation

MINERS FUEL CO.: Voluntary Chapter 11 Case Summary
MIRANT CORP: Completes Sale of Canadian Contracts to Cargill
MOHEGAN TRIBAL: Extends Tender Offer for 8.75% Notes to Tuesday
MTS/TOWER RECORDS: Sr. Lenders Agree to Extend Forbearance Pacts
MUSEUM CO: Taps Great American to Conduct GOB Sales at 48 Stores

NORTHWESTERN CAPITAL: S&P Downgrades Preferreds Ratings to D
NTELOS INC: Virginia Court Approves Disclosure Statement
NUWAY MEDICAL: Receives Second Installment of Augustine II Loan
ON SEMICONDUCTOR: Will Publish Second-Quarter Results on July 30
ORBITAL SCIENCES: Fitch Withdraws Lower-B Level Debt Ratings

OWENS-ILLINOIS: CEO Joseph Lemieux Plans to Retire by Year-End
PAC-WEST: Settles $6.8 Mill. Claims and Disputes with SBC Calif.
PACIFIC SAFETY: Arranges $4.5 Million Debt Financing with RoyNat
PACKAGED ICE: Launches Tender Offer for 9-3/4% Senior Notes
PERLE SYSTEMS: Arranges New Debt Arrangement with Royal Capital

PG&E CORP: Completes Private Placement of Senior Secured Notes
PHARMCHEM INC: Completes New $3.5 Mill. Credit Pact Transaction
PHOENIX GROUP: Files Amended Plan and Disclosure Statement
PINNACLE ENTERTAINMENT: Names Sarah Lee Tucker VP of Operations
POLYPHALT INC: Files Notice of Intention to Make BIA Proposal

PRIME HOSPITALITY: Glen Rock Unit Defaults on Security Deposits
PRIME HOSPITALITY: Ratings on Watch After Failure to Pay Rent
REDDY ICE GROUP: S&P Ups Corporate Credit Rating to B+ from B-
SAFETY-KLEEN: Wants Nod for Heritage Environmental Settlement
SOLUTIA INC: Provides Q2 Financial Results Outlook Update

STARTECH ENVIRONMENTAL: Nasdaq Delists Shares Effective July 3
TEXAS PETROCHEMICALS: Misses Interest Payment on 11-1/8% Notes
TEXAS PETROCHEMICALS: Interest Nonpayment Spurs S&P's D Rating
UNITED AIRLINES: Amends United Express Pact with Air Wisconsin
UNITED AIRLINES: Improves Ranking in Operational Excellence

UNITED AIRLINES: Earns Nod to Expand McKinsey's Engagement
UNOVA: Fitch Ups Sr. Unsec. Rating to B- over Strong Performance
VENTAS INC: Will Publish Second-Quarter Results on July 23, 2003
VICEROY RESOURCE: Completes Plan Arrangement & Private Placement
WACKENHUT CORRECTIONS: Closes Sale of UK Joint Venture Interest

WARNACO GROUP: Judge Bohanon Closes All Subsidiaries' Cases
WATERLINK: Seeks Nod to Use Cash Collateral to Finance Operation
WCI STEEL: Misses Interest Payment on 10% Senior Secured Notes
WEIRTON STEEL: Court Approves McGuirewoods as Bankruptcy Counsel
WESTPOINT STEVENS: Fitch Withdraws D Rating on $1-Bil. Sr Notes

WORLDCOM INC: Reaches Amended Settlement Agreement with SEC
WORLDCOM INC: Shareholder Boycott Threat Passes 15,000 Mark

* John Patrick Oroho Esq., Joins Porzio, Bromberg as Principal

* BOOK REVIEW: The Money Wars: The Rise and Fall of the Great
                               Buyout Boom of the 1980s

                          *********

ACTERNA CORP: Wants More Time to Make Lease-Related Decisions
-------------------------------------------------------------
According to Paul M. Basta, Esq., at Weil, Gotshal & Manges LLP,
in New York, despite Acterna Corp., and its debtor-affiliates'
efforts to identify additional real property leases for rejection,
the Debtors have been unable to fully analyze those, which may be
targeted for rejection.  The Debtors anticipate that it will take
a considerable amount of time to perform an analysis.  Mr. Basta
explains that given the importance of the Leases to the Debtors'
continued operations, it would be "virtually impossible for the
Debtors to make a reasonable and informed decision as to whether
to assume or reject the Leases within the statutory 60-day period
under Section 365(d)(4) of the Bankruptcy Code."

Section 365(d)(4) of the Bankruptcy Code provides that:

      "[I]f the trustee does not assume or reject an unexpired
      lease of nonresidential real property under which the
      debtor is a lessee within 60 days after the date of the
      order for the relief, or within such additional time as
      the court, for cause, within such 60-day period, fixes,
      then such lease is deemed rejected, and the trustee shall
      immediately surrender such nonresidential real property
      to the lessor."

Mr. Basta relates that the Unexpired Leases cover a wide range of
property interests, including corporate headquarters, office
space, warehouses, and other manufacturing facilities.  Each of
these interests, although varying in their purpose, is potentially
important to the continuation of the Debtors' operations, Mr.
Basta emphasizes.

Thus, the Debtors ask the Court to extend the deadline within
which they may assume or reject the Leases to the earlier of
November 3, 2003 or the effective date of the Debtors'
reorganization plan.  Mr. Basta states that the extension would
give the Debtors sufficient opportunity to make reasoned and
informed decisions regarding whether to assume or assign or reject
unexpired Leases.  The Debtors assure the Court that the extension
would not prejudice the affected lessors.

The size of these Chapter 11 cases justifies the extension of the
lease decision deadline.  Mr. Basta points out that the cases
involve numerous Debtors, thousands of creditors, and over
$1,000,000,000 in liabilities.  As a consequence of the multitude
of tasks the Debtors have been required to address at the
inception of these cases, the Debtors have simply not had an
opportunity to complete the time-consuming task of reviewing and
evaluating all of the Unexpired Leases.  Because the Debtors still
have to fully appraise each lease's value to their plan of
reorganization, the 60 days allotted by Section 365(d)(4) simply
is inadequate in light of these circumstances.

To recall, on May 29, 2003, the Court authorized the Debtors to
reject 19 leases as well as nine unexpired subleases of non-
residential real property.  The Debtors are currently parties to
20 more unexpired non-residential real property leases. (Acterna
Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


ADVANCED LIGHTING: Court OKs New DIP Financing with Wells Fargo
---------------------------------------------------------------
Advanced Lighting Technologies, Inc. (OTCBB:ADLTQ) announced that
the US Bankruptcy Court for the Northern District of Illinois,
Eastern Division, approved the company's new DIP financing
agreement with Wells Fargo Foothill, which has now replaced the
prior DIP credit facility.

The replacement facility allows the Debtors to complete the
filings related to the amended plan and to seek approval of the
amended plan without the requirement in the prior DIP credit
facility to enter into agreements to sell assets of the Company
prior to reorganization.

The case has been assigned to the Honorable Bankruptcy Judge
Squires. Information regarding the filings in this case is
available on the court's web site. ADLT's case is jointly
administered under case No. 03-05255.

ADLT is an innovation-driven designer, manufacturer and marketer
of metal halide lighting products, including materials, system
components, systems and equipment. ADLT and certain of its United
States subsidiaries, including APL Engineered Materials, Inc., are
currently operating as debtors-in-possession while the companies
reorganize under Chapter 11 of the United States Bankruptcy Code.
ADLT also develops, manufactures and markets passive optical
telecommunications devices, components and equipment based on the
optical coating technology of its wholly owned subsidiary,
Deposition Sciences, Inc., which is not operating under protection
of the Bankruptcy Code.

Wells Fargo Foothill is a leading provider of senior secured
financing to middle-market companies across the United States and
Canada. It is part of Wells Fargo & Company (NYSE:WFC), a
diversified financial services company with $370 billion in
assets, providing banking, insurance, investments, mortgage and
consumer finance from more than 5,800 stores and the Internet --
http://www.wellsfargo.com-- across North America and elsewhere
internationally. For more information, visit Wells Fargo Foothill
on the Internet at http://www.wffoothill.com


AEROSTRUCTURES: Ratings Withdrawn After Acquisition by Vought
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
the 'BB-' corporate credit rating, on Aerostructures Corp. and
removed the ratings from CreditWatch, where they were placed on
May 16, 2003. The company has been acquired by Vought Aircraft
Industries Inc. (B+/Stable/--) and all of its outstanding rated
debt has been repaid.


AHOLD: Completes Internal Forensic Accounting Investigations
------------------------------------------------------------
Ahold (NYSE:AHO) announced that all internal forensic accounting
investigations at Ahold, its subsidiaries and its joint ventures
have been completed. The forensic accountants have identified, for
review by Ahold management and the Audit Committee of the
Supervisory Board, an approximately additional Euro 73 million of
intentional accounting irregularities related to improper purchase
accounting. Ahold may be required to reduce pre-tax earnings by
this additional amount.

The Euro 73 million excludes the pre-tax earnings reductions of an
expected USD 856 million (compared to approximately USD 880
million previously announced) related to U.S. Foodservice and
approximately USD 29 million principally related to Tops Markets
in the U.S., also previously announced. This amount also excludes
a reduction of pre-tax earnings of approximately Euro 8 million
related to Disco S.A. The investigation at Disco has identified
questionable transactions, including inaccurate documentation, and
control weaknesses.

The investigations confirmed or identified for management review
various other accounting issues and internal control weaknesses.
Ahold management and the Audit Committee are studying the findings
to assess whether additional adjustments may be required to
correct any accounting errors, and to identify needed improvements
in controls and procedures at relevant companies.

In total, all of the forensic accounting investigations found
approximately Euro 970 million of accounting irregularities that
may require adjustments in the year 2002 and restatements in one
or more prior years.

A task force reporting to the Audit Committee has been created
consisting of members of Ahold management and outside advisors.
Ahold's Internal Audit function, reporting directly to the CEO as
well as to the Audit Committee, will play a central role in this
task force. The task force will address the various accounting
practices and internal control weaknesses raised, or confirmed, as
a result of the investigations, and will oversee implementation of
required changes. It is expected that these required changes will
be implemented by the end of 2003. In addition, Ahold has made, or
is in the process of making, personnel changes involving U.S.
Foodservice, Disco, Tops and the Ahold parent company.

As previously announced, although the forensic accounting work at
U.S. Foodservice has been completed, the internal legal
investigation at U.S. Foodservice is continuing.

With respect to the status of the Ahold 2002 audit, Ahold
announced that its auditors at all of the company's operations
have resumed audit work. Management is working closely with its
auditors to expedite completion of the audit of Ahold's 2002
consolidated financial statements. Under its Euro 2.65 billion
credit facility, Ahold is required to deliver its audited
consolidated 2002 financial statements by August 15, 2003 to the
syndicate of the banks involved.

Ahold is filing a Notification of Late Filing with the U.S.
Securities and Exchange Commission relating to its Form 20-F for
the fiscal year ended December 29, 2002. Ahold's Form 20-F would
otherwise have been due on June 30, 2003. Ahold currently expects
to file its Annual Report on Form 20-F for fiscal year 2002 as
soon as possible after completion of the audit of its fiscal year
2002 consolidated financial statements.

                        *   *   *

As previously reported, Standard & Poor's Ratings Services
lowered its long-term corporate credit rating on Netherlands-
based food retailer and food service distributor Ahold
Koninklijke N.V. to 'BB-' from 'BB+', following the announcement
by the group that accounting irregularities at its U.S.
Foodservice arm were materially larger than expected.

In addition, the senior unsecured debt ratings on Ahold were
lowered to 'B+' from 'BB+', reflecting structural subordination.
At the same time, Standard & Poor's affirmed its 'B' short-term
rating on the group.


AIR CANADA: Air Norterra Presses for Compliance with Agreement
--------------------------------------------------------------
By an agreement dated August 31, 1998, Air NorTerra Inc.,
purchased from Canadian Airlines International Ltd. a business
consisting of existing scheduled and charter airline passenger
and cargo service carried on by CAIL and Canadian Regional
Airlines (1988) Ltd.  Air NorTerra bought the business as a going
concern under the trade name and style "Canadian North", which
operates into and within and from the boundaries of the Northwest
Territories.  Air NorTerra also purchased "Canadian Regional",
which covers flights to and from Fort Smith and Hay River in the
Northwest Territories.  Air NorTerra also provides air services
to Nunavut.

Under the Purchase Agreement, Air NorTerra and CAIL further
entered into subleases for three B737-200 aircraft.  The parties
later entered into leases on two more B737-200 aircraft and an
operating lease and an aircraft lease agreement for two Fokker
F28 MK1000 aircraft.  At the same time, Air NorTerra inked a
Commercial Agreement to generally coordinate its airline services
and optimize its operations with CAIL's.  The parties also signed
an Aircraft Engine and Maintenance Services Agreement on
September 1, 1998 wherein CAIL agreed to maintain Air NorTerra's
Boeing 737 aircraft fleet.

The Commercial Agreement was later replaced by an Aircraft and
Engine Maintenance Services Agreement on November 16, 2001
between Air NorTerra and Air Canada.  The term of the Commercial
Agreement ends on the earlier of August 25, 2003 or the date on
which the subleases of certain Boeing 737 Aircraft from Air
Canada to Air NorTerra terminate or are amended to revise the
return conditions, taking into account that Air Canada is no
longer providing maintenance on an Hours Flown basis.  To date,
the subleases remain in effect and the return conditions have not
been revised.

Terrence M. Warner, Esq., at Miller Thomson LLP, in Edmonton,
Alberta, tells Mr. Justice Farley that Air Canada breached the
Commercial Agreement and an Undertaking given by it to the
Government of Canada.  That Agreement provides that Air Canada
will continue providing services to Air NorTerra after January 1,
2001.  This happened after the amalgamation of Air Canada with
3847233 Canada Ltd., Canada Airlines International Ltd., Lignes
Aeriennes Canadien International Ltee and 3846091 Canada Ltd.
The breach, Mr. Warner says, gives rise to a damage claim on Air
NorTerra's part.

Consequently, Air Canada and Air NorTerra resolved their dispute.
In a settlement agreement, Air Canada agreed to provide to
NorTerra a value equal to $11,400,000 and enter into a new
commercial agreement.  The value will comprise cash payments,
provision of certain credits and amendment to certain agreements.

However, in the context of its restructuring, Air Canada has
repudiated the Settlement Agreement and the Commercial Agreement.
It has also threatened to reject the Maintenance Agreements and
withdraw various services, including insurance and maintenance
services.

By this motion, Air NorTerra asks the Court to declare that Air
Canada cannot unilaterally withdraw its services without further
Court order and without proving that there is some commercial
benefit to be derived that would assist in its restructuring
efforts.  Air NorTerra believes that Air Canada remains obligated
to perform its end pursuant to the Settlement Agreement and that
Air Canada's debts are unaffected by the repudiation of the
Settlement Agreement.

Air NorTerra represents that it will suffer millions of dollars
of losses as a result of the repudiation of the Settlement
Agreement and the Commercial Agreement.  It will also suffer
irreparable harm as a result of the loss of the right to use the
name "Canadian North". (Air Canada Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


ALLIANCE GAMING: Inks Definitive Pacts to Sell Non-Core Assets
--------------------------------------------------------------
Alliance Gaming Corp. (NYSE: AGI) has signed definitive agreements
for the sale of its entire gaming route operations, consisting of
United Coin Machine Co., and Video Services, Inc., as well as its
Bally Wulff subsidiary.  The sale of these businesses will allow
Alliance Gaming Corp., to continue to focus its efforts on its
core asset, Bally Gaming and Systems.  Additional details for each
transaction are summarized as follows:

Route Division:

    -- United Coin Machine Company, a wholly-owned subsidiary of
       Alliance, is a Nevada based route operator with offices in
       Las Vegas and Reno, and operates more than 8,000 gaming
       devices.  Alliance has entered into a definitive agreement
       to sell 100 percent of the stock in UCMC to privately-held
       Century Gaming, Inc., headquartered in Missoula, Mont.
       Century currently has route operations throughout Montana.
       The total consideration to be received is based on a
       multiple of 12 months trailing EBITDA at the time of
       closing (as defined in the sale agreement).  The total
       consideration is currently estimated at $127 million, which
       consists of $103 million in cash, $18 million of 10% Pay-
       in-Kind Preferred Stock and assumption of approximately $6
       million of liabilities.  The closing of this transaction is
       subject to customary closing conditions, including that the
       business achieve a minimum EBITDA of $21 million during a
       defined period of time prior to closing and that the buyer
       obtain the necessary gaming licenses. The transaction is
       expected to close in early calendar 2004.

    -- Video Services, Inc., is a New Orleans-based route operator
       of which Alliance, through a wholly-owned subsidiary, owns
       49 percent.  VSI operates 710 gaming devices in 9 off-track
       betting facilities throughout the New Orleans extended
       metro area.  Alliance and the owners of the remaining stock
       have entered into a definitive agreement to sell 100
       percent of VSI's stock to Gentilly Gaming, LLC.  The all-
       cash transaction is subject to customary closing conditions
       and is expected to close on June 30, 2004.  Concurrent with
       the sale agreement, VSI has entered into a 12-month
       operating agreement extension under terms and conditions
       that are the same as the existing agreement with the Fair
       Grounds Corporation.

Wall Machines:

    -- Bally Wulff, a wholly-owned subsidiary of Alliance based in
       Berlin, Germany, manufactures German wall machines.
       Alliance has entered into a definitive agreement to sell
       100 percent of the stock of Bally Wulff to a private equity
       investment group advised by Orlando Management GmbH in a
       $16.5 million all-cash transaction.  The sale is expected
       to close on or before July 31, 2003.  The Company will take
       a charge in the quarter ending June 30, 2003, to reflect
       the lower valuation of this business as a result of the
       sale.

As a result of the Company's adoption of a formal plan of
disposition for each of these businesses, they will be treated as
"discontinued operations" in accordance with generally accepted
accounting principles (GAAP) both prospectively and retroactively,
as of June 30, 2003.  Discontinued operations are classified as
assets held for sale, and therefore annual depreciation and
amortization expense of approximately $6.8 million ($0.13 net of
tax) will no longer be recognized for the fiscal year that begins
July 1, 2003.

                        Refinancing

The Company is actively reviewing proposals for refinancing of
both its $190 million Senior Term Credit facility and its $150
million 10 percent Subordinated Notes due 2007 and callable as of
August 1, 2003 at a price of 103.3% of the principal amount.  Such
refinancing, should it be completed, would occur in the first
quarter of fiscal 2004, at which time the Company would record a
pre-tax charge of approximately $12 million ($0.16 net of tax) to
write-off previously capitalized debt issue costs and early
retirement bond premium.

         Updated Guidance for Fiscal Year 2003 and 2004

For fiscal year 2003, the Company expects to report EPS of $0.68
which includes a $0.20 charge for the write down of Bally Wulff.
Excluding the write down EPS is expected to be at least $0.88 for
fiscal year 2003, unchanged from prior guidance.  The 2003
expected EPS will consist of approximately $0.80 from the
continuing operations (Bally Gaming and Systems business unit and
Casinos), $0.08 from the discontinued operations (Routes and Bally
Wulff), and $(0.20) for the write down of Bally Wulff.

The Company has updated its fiscal year 2004 guidance to reflect
the anticipated charge for the refinancing which is expected to be
completed in September 2003 quarter.  Including the $0.16 charge
to write off the previously capitalized debt issue costs and the
early retirement bond premium, EPS for fiscal 2004 is expected to
be at least $.94 for continuing operations (Bally Gaming and
Systems and Casinos), or $1.10 excluding the refinancing charge.
Discontinued operations (Routes) are expected to contribute
additional EPS of approximately $0.23.  This guidance assumes that
the UCMC sale is completed in the March 2004 quarter, the gain
from which is estimated to be $0.65 per share, which is not
included in the guidance shown above.

Alliance Gaming (S&P/BB- Corporate Credit Rating/Stable) is a
diversified gaming company with headquarters in Las Vegas.  The
Company is engaged in the design, manufacture, distribution and
operation of advanced gaming devices and systems worldwide, is
currently the nation's largest gaming machine route operator, and
operates two casinos. Additional information about the company can
be found on the Alliance Gaming Web site at
http://www.alliancegaming.com


ALPHASTAR INSURANCE: Fails to Meet Nasdaq Listing Requirements
--------------------------------------------------------------
AlphaStar Insurance Group Limited (Nasdaq: ASIGE) reported on July
1st that the Nasdaq Listing Qualifications Department has notified
the Company that its securities will be delisted unless it is able
to demonstrate by July 11, 2003 the Company's full compliance with
the requirements for continued listing on The Nasdaq Small Cap
Market. The Company had previously reported that it had not timely
filed its Annual Report on Form 10-K for the fiscal year ended
December 31, 2002 or its Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2003. The Company therefore is
not in compliance with the filing requirements for continued
listing set forth in NASD Marketplace Rule 4310(C)(14), which
requires that Nasdaq issuers timely file their periodic reports in
compliance with the reporting obligations under the federal
securities laws.

The Company indicated that its Form 10-K remains in the final
stages of review by the Company's auditors, and that the Company
remains optimistic that the auditors can complete their review in
time to meet the NASD deadline. The Company further anticipates
that its Form 10-Q for the first quarter of 2003 also should be
able to be filed prior to the deadline. The Company continues to
believe that neither the 10-K nor the 10-Q will reflect any
restatement of prior results (except to reflect certain
discontinued operations).

As of the opening of business on April 22, 2002, the Company's
trading symbol, "ASIG", was amended to include the fifth character
"E" to denote the Company's filing delinquency.

AlphaStar Insurance Group Limited is a Bermuda-domiciled holding
company with subsidiaries in the United States and United Kingdom.
Among its subsidiaries are a property-casualty insurance company,
managing general agencies, and reinsurance intermediaries.

AlphaStar Insurance's September 30, 2002 balance sheet shows that
the company's accumulated deficit has widened to about $38
million, while total shareholders' equity stumbled to about $14
million, from close to $36 million recorded at Dec. 31, 2001.


AMERCO: Bringing-In BDO Seidman to Perform Accounting Services
--------------------------------------------------------------
Pursuant to Sections 327(c) and 329 of the Bankruptcy Code, Rules
2014 and 2016 of the Federal Rules of Bankruptcy Procedure, AMERCO
asks the Court to authorize the employment and retention of BDO
Seidman LLP as its accountants.

According to Bruce T. Beesley, Esq., at Beesley, Peck & Matteoni,
Ltd., BDO Seidman is a nationally recognized accounting and
consulting firm.  BDO Seidman has a broad-based practice,
including expertise in providing assurance, tax, financial
advisory and consulting services to private and publicly traded
businesses.  Moreover, Bradly W. Schrupp, a partner in BOD
Seidman, informs Judge Zive that BDO Seidman has assembled a
highly qualified team of accountants to service AMERCO as
accountants during its reorganized efforts.

On August 9, 2002, AMERCO retained BDO Seidman to represent it as
its accountants in connection with the audit of the March 31,
2003 fiscal year financial statements.  Moreover, as of May 8,
2003, AMERCO retained BDO Seidman to represent it as accountants
in connection with its re-audit and restatement of prior period
financial statements, pursuant to the Engagements Agreement.

As a result of its current representation of AMERCO, BDO Seidman
is familiar with AMERCO and its business, its capital structure,
financial documents and other material agreements.  Also, BDO
Seidman is familiar with AMERCO's business affairs and many of
the complex accounting issues that may arise in the context of
the re-audit and restatement engagement.

BDO Seidman agrees to render these services:

    (a) Complete the audit of AMERCO's financial statements for
        the fiscal year ended March 31, 2003; and

    (b) Complete the re-audit of AMERCO's financial statements
        for fiscal years ended March 31, 2002 and 2001.

In exchange for the services to be rendered, BDO Seidman will
charge AMERCO on these hourly rates:

    Partners                $450 - 825
    Associates               110 - 350
    Administrative staff            65

BDO Seidman will also seek the reimbursement of out-of-pocket
expenses, including, among other things, long distance telephone
calls, facsimiles, photocopying, postage and package delivery
charges, messengers, court fees, transcript fees, travel expenses,
working meals and computer-assisted research.

In accordance with the prepetition engagement, BDO Seidman
requested and received a $200,000 retainer.  BDO Seidman will
continue hold the Retainer in trust during the pendency of the
audit and re-audit and restatement engagement and this Chapter 11
case, provided that the estate pays all fees and expenses incurred
once the Court approves the payment.  Aside from the Retainer,
within one year prior to the Petition Date, BDO Seidman received
$2,649,496 on account of its prepetition services to AMERCO.

According to Mr. Schrupp, BDO Seidman does not hold or represent
an interest adverse to AMERCO's estate and is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code, with respect to matters for which it is to be
retained.  In addition, BDO Seidman's 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.

                         *    *    *

In accordance with Sections 327(a) and 329 of the Bankruptcy
Code, the Court allows AMERCO, on an interim basis, to employ BDO
Seidman as its accountants as of June 20, 2003.  If no objections
are filed and served by the objection deadline, the Court may
enter the Final Order without further notice. (AMERCO Bankruptcy
News, Issue No. 2; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


AMERICAN STONE: Seeks Replacement to Term Loan & Credit Facility
----------------------------------------------------------------
American Stone Industries, Inc. (AMST.OB), a supplier of building
stone products, is in discussions with several Cleveland-area
banks on a new term loan and revolving credit facility.

The Company said the primary holder of its existing term loan and
credit facility has requested immediate payment of the balance
due. The bank had earlier granted a temporary waiver for certain
covenants of the loan agreements between the bank and American
Stone Corporation, a wholly owned subsidiary of the Company.

Although the liquid assets of the Company at the present time are
significantly less than the current liabilities of the Company,
the Company continues to believe that the value that can
ultimately be realized from the Company's assets significantly
exceeds the Company's liabilities.

American Stone Industries, Inc. is a holding company that mines
and sells stone predominantly for the building stone market
through its wholly owned subsidiary, American Stone Corporation.
American Stone Corporation owns and operates Cleveland Quarries in
Amherst, Ohio, one of the world's largest sandstone quarries. The
Company's stock is traded on the OTC Bulletin Board under the
symbol AMST.

The Company has experienced significant operating losses over
the previous two years. Additionally, the Company has not been
able to comply with its loan covenants at March 31, 2003 and,
December 31, 2002, although they have obtained waivers from the
bank. These matters raise substantial doubt about the Company's
ability to continue as a going concern.


ANTARES PHARMA: Continuing Initiatives to Deliver Business Plan
---------------------------------------------------------------
Antares Pharma, Inc. (OTC Bulletin Board: ANTR) said it was
continuing its program to deliver on its business plan as
articulated prior to the July 1 transfer of its shares from the
Nasdaq SmallCap Market to the OTC Bulletin Board. Specifically,
this includes a goal to close on two significant business
transactions for licenses to its technology before year- end and
the intent to secure sufficient financing to enable the Company to
achieve short-term plans.

Dr. Roger G. Harrison, Antares Pharma's Chief Executive Officer
and President, indicated, "While the delisting of our securities
from the Nasdaq SmallCap Market is a disappointment, this action
does not change our business plans, the strengths of our
technologies or the key support of certain major investors. We
continue to look forward to a positive future for ourselves and
our shareholders."

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.

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.


ATA AIRLINES: June Revenue Passenger Miles Increase 22.4%
---------------------------------------------------------
ATA Airlines, Inc., the principal subsidiary of ATA Holdings Corp.
(Nasdaq:ATAH), reported that June scheduled service traffic,
measured in revenue passenger miles (RPMs), increased 22.4 percent
on 23.3 percent more capacity, measured in available seat miles
(ASMs), compared to 2002. ATA's June scheduled service passenger
load factor decreased 0.6 points to 81.4 percent and passenger
enplanements grew by 19.1 percent compared to 2002. ATA enplaned
987,213 scheduled service passengers in June and 5.1 million for
the first half of 2003.

ATA Holdings Corp. common stock trades on the NASDAQ Stock Market
under the symbol "ATAH". As of June 30, 2003, ATA has a fleet of
31 Boeing 737-800's, 15 Boeing 757-200's, 11 Boeing 757-300's, and
8 Lockheed L1011's. Chicago Express Airlines, Inc., the wholly
owned commuter airline based at Chicago-Midway Airport, operates
17 SAAB-340B's.

ATA -- whose corporate credit is rated by Standard & Poor's at
'B-' -- is the nation's 10th largest passenger carrier, based on
revenue passenger miles and operates significant scheduled
services from Chicago-Midway, Indianapolis, St. Petersburg, Fla.
and San Francisco to over 40 business and vacation destinations.
Stock of the Company's parent company, ATA Holdings Corp.
(formerly known as Amtran, Inc.), is traded on the Nasdaq stock
market under the symbol "ATAH." For more information about the
Company, visit the Web site at http://www.ata.com


AURORA FOODS: S&P Drops Corporate Credit Rating to D from CCC
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Aurora Foods Inc., to 'D' from 'CCC'. The ratings on the
company's senior secured debt rating have been lowered to 'CC'
from 'CCC', and the subordinated notes rating has been lowered to
'D' from 'CC'.

"The rating action follows St. Louis, Missouri-based Aurora Foods'
failure to make the $8.8 million interest payment on its 8.75%
senior subordinated notes due July 1, 2003," said Standard &
Poor's credit analyst Ron Neysmith. "Moreover, the company has
announced that it intends to file a pre-negotiated bankruptcy
reorganization plan and has started negotiations with its current
bank lenders and bondholders."

The senior secured rating will be lowered to 'D' upon the firm's
filing for bankruptcy. The company has an agreement in principle
with J.W. Childs Associates for an investment of $200 million for
a 65.6% equity investment in the reorganized company.

Aurora is a producer and marketer of branded food items, including
Duncan Hines baking mixes, Log Cabin and Mrs. Butterworth table
syrups, and Lenders bagels. The company also has positions in
frozen pancakes, waffles, and pizza.


BALLY TOTAL: Completes Sr. Notes Offering & $90 Million Revolver
----------------------------------------------------------------
Bally Total Fitness Holding Corporation (NYSE:BFT) completed its
offering of $200 million in aggregate principal amount of 10-1/2%
Senior Notes due 2011 (S&P/B/Stable) in a offering under Rule 144A
and Regulation S under the Securities Act of 1933, as amended.
Additionally, the Company announced that, concurrent with the
closing of the Senior Notes Offering, it has entered into a $90
million Senior Secured Revolving Credit Facility due 2008
(S&P/B+/Stable). The Company also announced that it has completed
the refinancing of $100 million of its outstanding $155 million
Securitization Series 2001-1, which was scheduled to start
amortizing in December 2003. The refinancing extends the maturity
of $100 million of the Securitization Series to July 2005, and
requires that the remaining balance begin amortizing in October
2003.

Bally Total Fitness (S&P/B+ Corporate Credit Rating/Stable) is the
largest and only nationwide, commercial operator of fitness
centers, with approximately four million members and nearly 420
facilities located in 29 states, Canada, Asia and the Caribbean
under the Bally Total Fitness(R), Crunch Fitness(SM), Gorilla
Sports(SM), Pinnacle Fitness(R), Bally Sports Clubs(R) and Sports
Clubs of Canada(R) brands. With an estimated 150 million annual
visits to its clubs, Bally offers a unique platform for
distribution of a wide range of products and services targeted to
active, fitness-conscious adult consumers.

The Senior Notes have not been registered under the Securities Act
of 1933, as amended, or any state securities laws, and unless so
registered, may not be offered or sold in the United States except
pursuant to an exemption from the registration requirements of the
Securities Act and applicable state laws.


BMC INDUSTRIES: Receives Bank Waiver of Loan Covenant Violations
----------------------------------------------------------------
BMC Industries, Inc. (NYSE:BMM) has received a two-week waiver
from its banks regarding certain covenants under its credit
facility, with which the company was non-compliant as of June 30.
The waiver extends the time period for the company to make certain
scheduled principal payments and fees. Discussions continue
between BMC, its banks and the company's advisors, regarding a
longer-term resolution of the situation.

BMC Industries, founded in 1907, comprises two business segments:
Buckbee-Mears and Optical Products. The Buckbee-Mears group offers
a range of services and manufacturing capabilities to meet the
most demanding precision metal manufacturing needs. The group is
also the only North American manufacturer of aperture masks, a key
component in color television picture tubes.

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

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


BOOTS & COOTS: Reaches Pact with Prudential to Cure Loan Default
----------------------------------------------------------------
Boots & Coots International Well Control, Inc. (Amex: WEL), has
concluded negotiations with Prudential Insurance Company of
America to restructure its obligations that will cure its current
loan defaults. As previously disclosed, the Company has been in
default under its subordinated note agreement with Prudential
since March 31, 2002.

As part of the agreement, Boots & Coots agreed to issue
approximately $2.4 million of new subordinated notes to Prudential
representing past due interest, with the option through
December 31, 2003, to pay in kind the interest on the subordinated
notes accruing through that period. The Company further agreed to
accelerate the optional conversion date for approximately 33% of
the Company's outstanding Series E Preferred Stock, all of which
are held by Prudential, to January 1, 2004, from the original
optional conversion date of December 27, 2005.

In exchange, Prudential has agreed to waive the Company's past
covenant defaults that required it to maintain certain debt to
earnings ratios, and to waive compliance with all such covenants
through December 31, 2003. Prudential has also agreed to defer the
requirement that the Company pay cash dividends on its Series E
and G preferred stock until March 31, 2004.

As a result of this debt restructuring initiative, the Company is
now current in its debt obligations to Prudential and is in full
compliance with all loan covenants related to Prudential.

The Company's Chief Executive Officer Jerry Winchester said,
"Reaching this agreement with Prudential is a key accomplishment
in Boots & Coots' objective to restructure its debt. We will
continue our efforts toward simplifying the Company's financial
structure. The management team at Boots & Coots remains committed
to this objective while improving our operating performance."

Boots & Coots International Well Control, Inc., Houston, Texas, is
a global emergency response company that specializes, through its
Well Control unit, as an integrated, full-service, emergency-
response company with the in-house ability to provide its expanded
full-service prevention and response capabilities to the global
needs of the oil and gas and petrochemical industries, including,
but not limited to, oil and gas well blowouts and well fires, as
well as providing a complete menu of non-critical well control
services. Additionally, Boots & Coots' WELLSUREr program offers
oil and gas exploration and production companies, through retail
insurance brokers, a combination of traditional well control and
blowout insurance with post-event response, as well as
preventative services.


BUDGET GROUP: Court Approves Miller Ellin as Tax Accountants
------------------------------------------------------------
U.S. Bankruptcy Court Judge Walrath approves in part the
employment of Miller, Ellin & Company, LLP as Budget Group Inc.,
and its debtor-affiliates' tax accountant and tax claims and
reconciliation advisers nunc pro tunc to April 1, 2003.

However, Judge Walrath disqualifies Jeffrey E. Olsberg from being
employed by the Debtors or by Miller to perform services to the
Debtors pursuant to Sections 327(1) and 101(14)(D) of the
Bankruptcy Code.

                        *    *    *

As previously reported, the Debtors asked the Court for permission
to employ and retain the accounting firm of Miller, Ellin &
Company, LLP and its consultant Jeffrey E. Olsberg as their tax
accountants and tax claims and reconciliation advisors, nunc pro
tunc to April 1, 2003.

The Retained Professionals will render tax accounting and claims
reconciliation services as needed throughout the course of these
Chapter 11 cases.  The Retained Professionals will provide the
Services as the Retained Professionals and the Debtors will deem
appropriate and necessary in the course of these Chapter 11 cases,
including, but not limited to:

    1. assistance in the preparation of local, state and federal
       tax returns required by the jurisdictions in which the
       Debtors operate;

    2. assistance in the analysis and reconciliation of the
       claims made by local, state and federal tax authorities
       on the Debtors' estates;

    3. assistance with the diligence activities required in
       connection with the various tax claims made on the
       Debtors' estates;

    4. providing testimony, if needed, in the defense and
       reconciliation of the various tax claims made on the
       Debtors' estates;

    5. managing and providing advisory services regarding
       franchise, income, sales, personal property, real
       property, payroll, excise and other miscellaneous tax
       examinations; and

    6. providing other taxation advisory services as required by
       the Debtors and their legal counsel.

Subject to the Court's approval, the Retained Professionals will
charge the Debtors for their services on an hourly basis in
accordance with its ordinary and customary rates for matters of
this type in effect on the date the services are rendered, and
for reimbursement of all costs and expenses incurred in
connection with these cases.  The Retained Professionals'
billing rates currently range from:

             Staff                     Hourly Rate
             -----                     -----------
            Partners                   $250 - 400
            Accounting Manager         $250 - 400
            Tax managers               $250 - 400
            Tax and accounting staff    $55 - 190
            Clerical staff              $55 - 190
(Budget Group Bankruptcy News, Issue No. 22; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


BURLINGTON INDUSTRIES: Wants Nod to Hire Hilco as Appraisers
------------------------------------------------------------
According to John D. Englar, Senior Vice President, Corporate
Development and Law of Burlington Industries, Inc., the Debtors
are aggressively pursuing the sale of substantially all of their
capital stock or assets through a Court-approved auction process.
The Debtors currently intend to amend the plan of reorganization
and related disclosure statement filed on February 11, 2003 to
incorporate the results of the auction process.  The auction
process currently contemplates a final bid deadline of July 10,
2003 and an auction date of July 21, 2003.

In line with this, potential bidders have requested appraisals of
the company's assets to assist them in obtaining financing
commitments from financial institutions to support their bids.
The Debtors determined that it is in their best interests to
accommodate the potential bidders' request and obtain appraisals
of their assets for the potential bidders' use in the auction
process.  However, the Debtors believe that it is essential that
these appraisals be obtained as soon as reasonably practical and
not delay the auction process.

Accordingly, the Debtors approached the Creditors' Committee and
the Prepetition Lenders regarding the proposed employment of
Hilco Appraisal Services, LLC to perform the appraisals.  Both
the Creditors' Committee and the Prepetition Lenders do not
object to Hilco's employment.  Hilco agreed to commence work
immediately, pending the Debtors' submission and the Court's
approval of its employment, and to deliver the final appraisals
by July 14, 2003.

Thus, the Debtors seek to employ Hilco to provide appraisal and
valuation services relating to their inventory, machinery and
equipment and real estate in connection with the auction process.

The parties entered into two engagement letters, dated June 13,
2003 and June 16, 2003.  The Agreements describe the various
appraisal services and valuation methods that Hilco anticipates
performing for the Debtors and the terms and conditions of Hilco's
proposed engagement by the Debtors.  Pursuant to the Agreements,
Hilco's provision of services to the Debtors is contingent upon
the Court's approval of the Agreements' terms and conditions.

Mr. Englar relates that Hilco is well suited to provide the
Debtors with the Appraisal Services, given the short time frame
in which the Debtors need to obtain the appraisals.  Hilco has a
widespread reputation as an experienced appraisal and valuation
firm with national commercial experience and has provided similar
services in a number of bankruptcies and out-of-court
restructurings for assets similar to the Sale Assets.  Moreover,
because Hilco is a nationally known appraisal firm, its appraisals
of the Sale Assets will be acceptable to potential bidders and
their financial institutions in preparing the bidders' final bids.

Particularly, Hilco is intimately familiar with the Debtors'
businesses and these Chapter 11 cases and is in the best position
to complete the appraisals the Debtors require, in an efficient
and expeditious manner.  One of Hilco's affiliates, Hilco Real
Estate, currently performs real estate consulting and advisory
services for the Debtors.

The Debtors have a good working relationship with Hilco Real
Estate and believe that Hilco may benefit from certain
institutional knowledge Hilco Real Estate developed during its
engagement in these Chapter 11 cases.  Moreover, Hilco previously
performed a prepetition appraisal of the Debtors' inventory at
JPMorgan Chase Bank' request and, consequently, is familiar with
the Debtors' businesses.  Thus, Hilco is in the best position to
provide the Appraisal Services without delay.

In addition, JPMorgan has agreed to waive any actual or potential
conflict arising from Hilco's prepetition appraisal services to
it.  Accordingly, and in light of the substantial amount of time
that has lapsed since Hilco performed appraisal services for
JPMorgan, the Debtors believe that Hilco is disinterested and
qualified to perform the Appraisal Services for the Debtors.

According to Mr. Englar, Hilco will provide these valuations:

   (a) For the Inventory, Hilco will provide to prospective
       lenders a projection of net and gross liquidation value
       and forced liquidation value scenario;

   (b) For the Equipment, Hilco will provide prospective lenders
       with a detailed net orderly liquidation value and net
       forced liquidation value appraisal for the assets in
       question;

   (c) For the Real Estate, Hilco will estimate the market value
       of the fee simple interest in eight of the Debtors'
       properties, as of the date of the inspection; and

   (d) For all the Sale Assets, Hilco will prepare reports
       outlining these valuations for the Debtors.

In exchange for the services, Andy Dahlman, Vice President of
Hilco Appraisal Services, LLC, informs Judge Newsome that Hilco
intends to charge an all-in-fee for its professional services
rendered to the Debtors on these terms:

   (a) Inventory and Equipment

       Hilco's fee for the Inventory and Equipment evaluation
       and appraisal will be $275,000 plus direct out-of-pocket
       costs consisting of travel and expenses.  Of this amount,
       $137,000 is due on the Court's approval of Hilco'
       employment and the balance is due upon completion but
       prior to the delivery of the final report.

   (b) Real Estate

       Hilco's fee for the Real Estate evaluation and appraisal
       will be $72,000 plus direct out-of-pocket costs consisting
       of travel and expenses, which will be payable upon the
       report's completion and the Debtors' acceptance.

Moreover, the Debtors seek approval of the Fee Structure pursuant
to Section 328(a) of the Bankruptcy Code.  Mr. Englar asserts
that the Fee Structure appropriately reflects the nature of the
services Hilco will provide and the fee structures typically
utilized by leading appraisers when billing on a non-hourly
basis.  The Debtors believe that the Fee Structure is fair and
reasonable in light of:

   (a) industry practice,

   (b) market rates charged for comparable services both in and
       out of the Chapter 11 context,

   (c) Hilco's substantial experience with respect to appraisal
       and valuation services, and

   (d) the nature and scope of work Hilco already performed
       prior to being retained in these cases.

The Debtors further request the Court to allow, without the
filing of an application, all of Hilco's fees and expenses.
Pursuant to the Agreements, the Debtors will pay Hilco certain
portions of the amounts owed when the Court approves its
retention and the Agreements with the balance due on acceptance
or completion of the appraisals and valuations.  Because Hilco is
seeking compensation on a fixed all-in-fee basis and because the
Debtors are seeking approval of the Fee Structure under Section
328 of the Bankruptcy Code, the Debtors do not believe that it is
necessary for Hilco to comply with the fee application process
applicable to other professionals the Debtors retained in these
Chapter 11 cases.

Mr. Dahlman confirms that other than in connection with these
cases, Hilco has no connection with the Debtors, their creditors,
the U.S. Trustee or any other party with an actual or potential
interest in these Chapter 11 cases or their attorneys or
accountants.

However, since the Debtors are a large enterprise with thousands
of creditors and other relationships, Hilco is unable to state
with certainty that every client relationship or other connection
has been disclosed.  In this regard, Mr. Dahlman assures the
Court that if Hilco discovers additional information that
requires disclosure, Hilco will file a supplemental disclosure
with the Court.

Hilco neither holds nor represents any interest adverse to the
Debtors or their estates in the matters for which it is proposed
to be employed.  Hence, Mr. Dahlman concludes that Hilco is a
"disinterested person," as defined in Section 101(14) of the
Bankruptcy Code and as required in Section 327(a) of the
Bankruptcy Code.

Thus, the Debtors ask the Court to:

   (a) authorize the Debtors to employ Hilco as appraisers in
       these Chapter 11 cases, pursuant to Section 327(a), on the
       terms and conditions described in the Agreements, nunc pro
       tunc to June 13, 2003;

   (b) approve the Fee Structure, pursuant to Section 328(a);
       and

   (c) waive the fee application requirement for Hilco's fees
       and expenses. (Burlington Bankruptcy News, Issue No. 35;
       Bankruptcy Creditors' Service, Inc., 609/392-0900)


CANWEST GLOBAL: Australian Operation Posts 24% Q3 EBITDA Growth
---------------------------------------------------------------
CanWest Global Communications Corp., reported that Network TEN,
its television and out-of-home advertising operation in Australia,
recorded a 24% growth in EBITDA to A$42.5 million and a record 12%
growth in group revenues to A$ 186.5 million for the third quarter
ended May 31, 2003. Television revenues for the quarter increased
by 14% to A$168 million, generating EBITDA of A$41 million, a 21%
improvement compared to the same quarter one year ago.

Eye Corp, TEN's out-of-home advertising business, reported EBITDA
of A$1.5 million for the quarter, a continuation of the positive
trend, and a reasonable performance given the difficult market
conditions for this sector and the substantial restructuring of
Eye Corp during the past year.

TEN's Executive Chairman, Nick Falloon, said the third quarter
results were "outstanding" and reflected the gains TEN has
achieved in Australian television revenue share, as well as growth
in the overall advertising market in Australia in April and May.
"TEN's revenue grew strongly across the three months, as it had in
the first half of 2003. TEN has deserved a bigger slice of the
advertising pie because of our ratings growth over the past two
years, and clearly that is being achieved." Falloon added that
"TEN has the best margins in our sector, and this quarterly
performance again highlights how we maintain our focus on costs
while building revenue."

Leonard Asper, CanWest's President and Chief Executive Officer,
said he was pleased with TEN's continued strong revenue and EBITDA
performance, which show every sign of further progress as the
television advertising market in Australia emerges from a period
of slow growth. "TEN's increased revenue share, combined with a
growing overall television advertising market, should contribute
to further earnings growth in the fourth quarter and beyond," said
Asper. "TEN has clearly developed a winning programming strategy,
with prudent investment in a combination of Australian sports,
Formula One racing, Australian drama and popular imported
programming that should enable the network to remain number one in
its core 16-39 demographic for the third consecutive year."

CanWest Global Communications Corp. (NYSE: CWG; TSX: CGS.S and
CGS.A) -- http://www.canwestglobal.com-- is an international
media company. CanWest, Canada's largest publisher of daily
newspapers, owns, operates and/or holds substantial interests in
newspapers, conventional television, out-of-home advertising,
specialty cable channels, Web sites and radio networks in Canada,
New Zealand, Australia, Ireland and the United Kingdom. The
Company's program production and distribution division operates in
several countries throughout the world.

                         *   *   *

As previously reported, Standard & Poor's lowered its long-term
corporate credit and senior secured debt ratings on multiplatform
media company CanWest Media Inc., to 'B+' from 'BB-'. At the same
time, the ratings on the company's senior subordinated notes were
lowered to 'B-' from 'B'. The outlook is now stable.

The downgrade reflects CanWest Media's continued relatively weak
financial profile, which was not in line with the 'BB' rating
category.


CINCINNATI BELL: Prices $500 Million 7.25% Senior Unsec. Notes
--------------------------------------------------------------
Cincinnati Bell Inc. (NYSE:CBB) announced the pricing of $500
million aggregate principal amount of 7.25% Senior Unsecured Notes
due 2013. The Notes will mature on July 15, 2013. Interest on the
Notes will be payable semiannually on January 15 and July 15 of
each year, beginning on January 15, 2004.

The Notes were placed in a private placement transaction pursuant
to Rule 144A under the Securities Act of 1933. The Notes have not
been registered under the Securities Act and may not be offered or
sold in the United States or to a U.S. person absent registration
or an applicable exemption from registration requirements.

The Company intends to use the net proceeds from the Notes to
repay debt outstanding under the company's term and revolving
credit facilities and has received the necessary amendment from
its lenders to its bank credit facility. The offering is expected
to close on July 11, 2003.

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

As reported in Troubled Company Reporter's Thursday Edition,
Standard & Poor's Ratings Services placed its ratings on
Cincinnati, Ohio-based telecommunications service provider
Cincinnati Bell Inc. (formerly known as Broadwing Inc.) and
subsidiaries on CreditWatch with positive implications following
the company's disclosure that it plans to issue approximately $300
million of senior unsecured notes. Proceeds will be used to repay
debt outstanding under the company's term and revolving credit
facilities.

"The CreditWatch reflects the fact that proceeds from the new
notes will enable Cincinnati Bell to significantly address a
looming liquidity issue in 2006," said Standard & Poor's credit
analyst Michael Tsao. Upon completion of the new notes issuance,
Standard & Poor's expects to raise the corporate credit rating on
Cincinnati Bell to 'B' from 'B-' and assign a positive outlook.
The company had total debt of about $2.5 billion at March 31,
2003.


CINCINNATI BELL: S&P Assigns Junk Rating to $300MM Senior Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
Cincinnati Bell Inc.'s proposed $300 million senior notes due
2013, to be issued under Rule 144A with registration rights.
Proceeds from the proposed unsecured notes will be used to
permanently reduce bank debt at the Cincinnati, Ohio-based
telecommunications service provider, formerly known as
Broadwing Inc.

Standard & Poor's also placed the ratings on Cincinnati Bell's
outstanding debt on CreditWatch with positive implications. The
$300 million proposed senior notes, however, are not on
CreditWatch.

"The CreditWatch listing reflects the fact that after the
transaction, Cincinnati Bell will be able to address a looming
liquidity issue in 2006," said credit analyst Michael M. Tsao.
"Upon completion of the new issue, Standard & Poor's expects to
raise the corporate credit rating on the company to 'B' from 'B-'
and assign a positive outlook."

Cincinnati Bell Inc. had total debt of about $2.5 billion at
March 31, 2003.

The company has a strong business risk profile. As the result of
its recent disposition of the long-haul data business (Broadwing
Communications Inc.), the company has strengthened its business
risk profile by concentrating on its solid incumbent local
exchange carrier (ILEC) business and its wireless operation. The
ILEC business, run through operating subsidiary Cincinnati Bell
Telephone Company (CBT), is well managed and less vulnerable to
competition than regional Bell operating companies. The wireless
operation enjoys strong market share and has industry-leading
operating metrics.

However, the ratings have been constrained by the company's
substantial financial risk, a result of its debt incurred to
finance the Broadwing Communications venture.

After issuing the new notes, Cincinnati Bell will have
significantly reduced a liquidity concern in 2006. Cincinnati Bell
was originally forecasted to have sufficient liquidity to meet
only about $300 million out of about $730 million due in 2006
(assuming that its annual free cash flow was between $200 million
and $250 million and that its current debt amortization schedule
would not change). The new notes will allow the company to reduce
this potential funding gap to a far more manageable $130 million.

The rating on the new notes reflects the significant amount of the
obligations that rank ahead of it. These priority obligations
include $270 million of debt at the CBT operating subsidiary, $100
million of trade-related claims and accrued liabilities, $50
million of senior secured notes, and an estimated $950 million of
bank debt outstanding after the new notes issuance.

Cincinnati Bell provides local phone, long distance, wireless, and
digital subscriber line services in the greater Cincinnati
metropolitan area. Its ILEC operation serves more than one million
access lines and accounts for about 70% of total revenues. Its
wireless operation, which has a 28% market share, accounts for
about 22% of total revenues.


CINCINNATI BELL: Fitch Assigns B+ Rating to $300MM Senior Notes
---------------------------------------------------------------
Fitch Ratings has assigned a 'B+' rating to Cincinnati Bell,
Inc.'s proposed $300 million senior notes due 2013. The proceeds
from the proposed offering are expected to repay the company's
senior secured bank facility. Fitch has affirmed the following
ratings for Cincinnati Bell, Inc. and its subsidiaries: CBB's
senior secured bank facility at 'BB-', CBB's 7.25% senior secured
notes due 2023 at 'BB-', CBB's 9.00% convertible subordinated
notes due 2009 at 'B', and CBB's 6.75% convertible preferred stock
at 'B-'. Fitch has downgraded the rating assigned to CBB's $350
million 16% senior subordinated discount notes to 'B' from 'B+'.
Fitch has also affirmed the 'BB+' rating of Cincinnati Bell
Telephone's debentures and MTNs. Fitch has assigned a Stable
Rating Outlook for CBB and CBT. The 'CC' rating of Broadwing
Communications, Inc.'s 9.0% senior subordinated notes due 2008 and
the 'C' rating on BCI's 12.5% junior exchangeable preferred stock
remain on Rating Watch Negative. Fitch expects to withdraw the BCI
ratings upon closure of the proposed exchange of these securities
for Cincinnati Bell common stock.

Fitch's rating of the company's senior notes considers the
approximately $1.4 billion of debt that is senior to the senior
notes including $270 million of CBT notes. The notching between
the senior secured and senior unsecured rating is reflective of
the quality of the collateral securing the bank facility. The
notching of the subordinate discount notes and the convertible
notes are indicative the potential recovery risks inherent at that
level of the capital structure.

The ratings incorporate the stability and expected free cash flow
generation of the company's local exchange and wireless business
and the improved financial flexibility reflected in the recently
amended senior secured bank facility and the capital (including
the senior notes) raised by the company. From Fitch's perspective
the new senior notes debt will help ease the refinancing risk
connected with the amortization of the company's bank facility
during 2006. The issuance also demonstrates the company's ability
to access public capital markets.

While Cincinnati Bell Telephone and Cincinnati Bell wireless are
market share leaders, Fitch's rating also reflects the company's
high leverage relative to other independent LECs. The leverage was
incurred to finance the acquisition and cash requirements of the
company's recently sold broadband business. CBT has been
successful in defending its market share in its service area. The
company's access line losses and revenue growth have been impacted
by second line losses and competition from CLECs but not to the
extent experienced by the RBOCs. Stemming in part from the
relative lack of competition in the Cincinnati markets, Fitch
expects the ILEC to continue to generate EBITDA margins that are
higher than the RBOC peer group. Fitch also anticipates that CBT
will continue to contribute free cash flow to the CBB parent.

Cincinnati Bell Wireless is the market share leader in the
Cincinnati and Dayton BTAs and provides an avenue for CBT to offer
a bundled service package. Free cash flows during 2003 could be
impacted by additional capital expenditures required to upgrade
its wireless network from TDMA to a GSM platform. The network
upgrade is needed to remain competitive and to capture roaming
revenue from AT&T subscribers utilizing CBW's network. Fitch still
anticipates that CBW will generate free cash flow through the
network upgrade process, however free cash flow could be affected
by competitive and pricing pressures as subscriber growth slows.


CMS ENERGY: Sells CMS Field Services Unit to Cantera Natural Gas
----------------------------------------------------------------
CMS Energy (NYSE: CMS) has completed the sale of its CMS Field
Services subsidiary to Cantera Natural Gas, Inc.

The proceeds were approximately $112.6 million cash and a $50
million face-value note, which is payable from 2005 through 2009
contingent on the financial performance of the Fort Union and
Bighorn natural gas gathering systems in Wyoming.  The net sale
proceeds will be used to reduce debt.

Ken Whipple, CMS Energy's chairman and chief executive officer,
said the CMS Field Services sale and the $1.8 billion sale of the
CMS Panhandle Companies in June keep the Company on track to reach
its goal of realizing about $900 million in net proceeds from
asset sales this year and reducing its debt.

"The sale of CMS Field Services and other non-core assets helps us
reduce debt and strengthen liquidity.  The goal of our back-to-
basics strategy is to be a smaller, stronger company with less
business risk and more predictable earnings.  The completion of
the CMS Field Services sale boosts our efforts to increase our
financial flexibility and focus on our core businesses," Whipple
said.

CMS Energy has completed or announced more than $3.8 billion in
asset sales, including assumed debt, over the past 18 months.  The
Company is in the process of selling additional non-core assets.

CMS Field Services provides gathering, compression, treating and
processing services for natural gas and natural gas liquids.  It
has facilities in Oklahoma, Texas, Louisiana, and Wyoming.

Cantera Natural Gas, Inc. is a Morgan Stanley Capital Partners
portfolio company.

CMS Energy (S&P, senior secured rated 'BB-', Rating Outlook
Negative) is an integrated energy company, which has as its
primary business operations an electric and natural gas utility,
natural gas pipeline systems, and independent power generation.

For more information on CMS Energy, visit http://www.cmsenergy.com


CORRPRO COS.: Continues Talks to Amend & Extend Credit Facility
---------------------------------------------------------------
Corrpro Companies, Inc. (Amex: CO), reported results for its
fiscal year ended March 31, 2003.

For the fiscal year ended March 31, 2003, the Company's revenues
and net loss from continuing operations were $104.2 million and
$2.8 million, respectively, versus revenues and net loss of $123.1
million and $12.3 million, respectively, in fiscal 2002. The gross
profit margin improved nearly 230 basis points to 31.3% compared
with 29.0% in the prior year. During fiscal 2003, the Company's
continuing operations incurred charges of $3.4 million for
expenses related to professional fees in connection with its loan
agreements and its Australian Subsidiary, and severance costs
related to its restructuring plan. In the prior-year period the
Company incurred similar charges of $0.7 million related to
professional fees in connection with its loan agreements and its
Australian Subsidiary. The adoption of SFAS No. 142 "Goodwill and
Other Intangible Assets" reduced amortization expense for
continuing operations by approximately $0.8 million for the year
ended March 31, 2003 as compared to the year ended March 31, 2002.

The Company's net loss of $7.8 million from discontinued
operations for the fiscal year ended March 31, 2003, is primarily
due to charges totaling $6.5 million required to recognize the
cumulative effect of currency translation adjustments, other
comprehensive income amounts and charges for professional fees
related to the discontinuance of the International and Other
Operations segments. For fiscal 2002, the loss from discontinued
operations was $5.9 million, which included charges of $2.5
million related to the loss on investment of Australian subsidiary
and a gain of $2.1 million from the sales of assets. Additional
financial information is contained in the Company's Annual Report
on Form 10-K for the period ended March 31, 2003, which was filed
on June 30, 2003.

For the fiscal year ended March 31, 2003, the Company reported a
consolidated net loss of $28.8 million. This compares to the prior
year consolidated net loss of $18.2 million. The fiscal 2003 net
loss includes a non-cash charge of $18.2 million related to the
previously reported cumulative effect of change in accounting
principle related to SFAS No. 142 "Goodwill and Other Intangible
Assets".

The Company is currently not in compliance with certain financial
ratios required to be maintained under its senior debt agreements.
In addition, the Company's revolving credit facility agreement is
scheduled to expire on July 31, 2003. The Company is also required
to make a $7.6 million principal payment on its Senior Notes,
which mature in 2008, by July 31, 2003. The Company is having
continuing discussions with its lenders regarding an amendment to
extend the maturity date of the revolving credit facility beyond
July 31, 2003, and plans to negotiate arrangements with its
lenders to, among other things, waive the covenant violations
under the senior debt, extend the maturity of the senior bank
facility and defer the principal payments due on the Senior Notes.
There can be no assurance, however, that any waiver or extension
will be obtained on terms acceptable to the Company or at all.
Failure to do so would have a material adverse effect on the
Company's liquidity and financial condition and could result in
the Company's inability to operate as a going concern, in which
case the Company would consider available alternatives.

Commenting on fiscal 2003 results, Joseph W. Rog, Chairman, Chief
Executive Officer and President, said, "We are pleased with the
progress we made in the execution of our business restructuring
plan during the fiscal year and our operating costs have been
significantly reduced. However, our financial situation has
restricted our progress. Brown, Gibbons, Lang, & Company, the
investment banking firm that successfully negotiated the sale of
our Bass-Trigon Software and Rohrback Cosasco Systems business
units, is assisting with our efforts to recapitalize our balance
sheet and refinance our outstanding senior debt. This process is
ongoing and we are currently having discussions with various
parties in order to effect a refinancing transaction."

Mr. Rog continued, "Our fiscal 2004 results to date are
encouraging. Our revenues from continuing operations have been
enhanced by growth in our coatings services as well as the impact
of stronger pricing in the oil and gas markets. We have
streamlined our cost structure and are now able to leverage more
of our growth to the bottom line."

Corrpro, headquartered in Medina, Ohio, with over 50 offices
worldwide and whose December 31, 2002 balance sheet shows a
working capital deficit of about $17 million, is the leading
provider of corrosion control engineering services, systems and
equipment to the infrastructure, environmental and energy
markets around the world. Corrpro is the leading provider of
cathodic protection systems and engineering services, as well as
the leading supplier of corrosion protection services relating
to coatings, pipeline integrity and reinforced concrete
structures.

Based in Santa Fe Springs, California, RCS is a worldwide leader
in corrosion monitoring equipment and systems. RCS provides
comprehensive lines of corrosion monitoring probes, mounting and
access fittings for inserting and retrieving probes, instruments
for collection, display and analysis of corrosion related data,
and systems and software to remotely monitor corrosion.

                         RECENT EVENTS

The Company has retained an investment banking firm to assist in
its efforts to recapitalize its balance sheet and refinance its
currently outstanding Senior Notes and Revolving Credit Facility.
The refinancing process is ongoing and the Company is currently
having discussions with various parties in order to effect a
refinancing transaction. There can be no assurance, however, that
the Company will be able to obtain other financing or as to the
terms and conditions under which such financing may be available.

The Company is currently in default of certain financial ratios
required to be maintained under it Senior Note and Revolving
Credit Facility agreements. In addition, the Revolving Credit
Facility is scheduled to expire on July 31, 2003 and the Company
is required to make a $7.6 million principal payment on the Senior
Notes by July 31, 2003. The Company is also, at the current time,
not able to provide any assurances regarding its ability to make
the $7.6 million Senior Note principal payment that is due on
July 31, 2003. Further information about our Long-Term Debt is
included in Note 3, Long-Term Debt, Notes to Consolidated
Financial Statements included in Item 8 of this Form 10-K.

The Company has had preliminary discussions with its lenders
regarding an amendment to the Revolving Credit Facility which
would, among other things, extend the maturity date of the
Revolving Credit Facility beyond July 31, 2003. The Company
intends to continue its efforts to obtain such an amendment,
however, there can be no assurances that the Company will be able
to negotiate such an amendment at all or under terms and
conditions acceptable to it.

Until such time when the Company is able to refinance the Senior
Notes and Revolving Credit Facility it will attempt to negotiate
arrangement with its lenders to, among other things, waive the
covenant violations under the Senior Notes and Revolving Credit
Facility agreement, extend the maturity of the Revolving Credit
Facility beyond July 31, 2003 and defer the principal payments
due under the Senior Notes. If the Company is not able to
negotiate mutually acceptable arrangements with its existing
lenders, events could occur that would have a material adverse
effect on the Company's liquidity and financial condition and
could result in its inability to operate as a going concern. If
the Company is unable to operate as a going concern, it may file,
or have no alternative but to file, bankruptcy or insolvency
proceedings or pursue a sale or sales of assets to satisfy
creditors.


CREDIT SUISSE: Ratings on Class K & N Notes Dive Down to B+/C
-------------------------------------------------------------
Fitch Ratings downgrades Credit Suisse First Boston Mortgage
Securities Corp.'s commercial mortgage pass-through certificates,
series 1999-C1 $11.7 million class K to 'B' from 'B+' and $7.1
million class N to 'C' from 'CC'. The remaining classes are
affirmed by Fitch as follows: $145.8 million class A-1, $660.5
million class A-2 and interest only class A-X at 'AAA'; $52.6
million class B at 'AA'; $58.5 million class C at 'A'; $14.7
million class D at 'A-'; $40.9 million class E at 'BBB'; $20.5
million class F at 'BBB-'; $32.2 million class G at 'BB+'; $23.4
million class H at 'BB'; and $11.7 million class J at 'BB-'. Fitch
does not rate $15.8 million class L, $9.3 million class M or $10.5
million class O. The rating downgrades and affirmations follow
Fitch's annual review of the transaction, which closed in November
1999.

The downgrades are attributed to the weakening pool performance
and the anticipated losses on several specially serviced loans.
The loss estimates are expected to deplete class O and affect
class N, which significantly reduces the credit support available
to class K.

Currently, nine loans (10.3%) are being special serviced by Lennar
Partners Inc., five (2.8%) of which Fitch expects to result in
approximately $14 million of losses. Three of the loans (2.78%)
are currently real estate owned and secured by a parking garage in
St. Louis, MO, a limited service hotel in South Bend, IN, and an
office in Dallas, TX. Another loan (0.4%) expecting losses is
secured by an office property in Redwood City, CA that is
currently 50% occupied. The last loan (0.02%) expecting a loss is
secured by multifamily in Kansas City, MO in poor condition.

Wells Fargo Bank, the master servicer, collected year-end 2002
operating statements for 78% of the non-credit tenant lease loans.
The YE 2002 weighted average debt service coverage ratio (DSCR)
for those loans with financials declined to 1.31 times, compared
to 1.47x in YE 2001 and 1.37x at issuance. Twenty-one loans,
representing 13.9% of the pool, reported YE 2002 DSCRs below
1.00x.

As of the June 2003 distribution date, the pool's aggregate
certificate balance is $1.1 billion, down 4.4% from issuance of
$1.2 billion.

Fitch reviewed the credit assessment of the Exchange Apartments
loan (5%). The Exchange Apartments loan is secured by a 345-unit
multifamily property located in lower Manhattan. The stressed DSCR
for YE 2002 was 1.43x compared to 1.25x at issuance. The DSCR for
the loan is calculated using servicer provided net operating
income less required reserves divided by debt service payments
based on the current balance using a Fitch stressed refinance
constant. Based on the stable performance, the loan maintains a
below investment grade credit assessment.

Fitch analyzed the performance of the entire pool and given the
expected losses, combined with overall deterioration of the pool
performance, Fitch deemed it necessary to downgrade classes K and
N. Fitch will continue to monitor this transaction, as
surveillance is ongoing.


CROSS MEDIA: Hires Getzler Henrich as Restructuring Consultants
---------------------------------------------------------------
Cross Media Marketing Corporation tells the U.S. Bankruptcy Court
for the Southern District of New York that it needs to employ the
services of Getzler Henrich & Associates LLC as its restructuring
consultants in connection with the commencement and prosecution of
the Company's chapter 11 cases.

During the months preceding the Commencement Date, the Debtors
relate that they have experienced financial difficulties that led
to defaults under their credit facility with a syndicate of
lenders led by Fleet National Bank as agent. At the request of the
Lenders, a restructuring firm was required to be engaged to
determine the financial status of the Company. Accordingly, the
Debtors engaged Getzler Henrich as their restructuring consultant.

Thereafter, the Debtors and Getzler Henrich agreed to the
appointment of Peter A. Furman, a Managing Director at Getzler
Henrich, as the Company's Chairman of the Board, Chief Executive
Officer Chief Executive Officer, and Chief Restructuring Officer.

The Debtors ask the Court to approve Mr. Furman continuing to
serve as Chairman of the Board, CEO and CRO.  In addition to Mr.
Furman, Getzler will provide additional professionals as needed to
assist Furman in carrying out his duties.  Specifically, Getzler
will:

     a. conduct financial, operational and financial analyses
        of the Debtors' business plan;

     b. prepare cash flow models, budgets and projections
        in connection with restructuring and potential
        refinancing transactions;

     c. review financial processes and controls;

     d. make final and binding decisions with respect to all
        aspects of the management and operation of the Debtors'
        business, subject to Board of Directors approval for
        transactions of a type typically subject to such
        approval;

     e. devote sufficient business time to the performance of
        their duties; and

     f. report his conclusions and recommendations to the
        Lenders and will communicate to the Debtors other
        creditors and professionals as to the status of the
        Debtors' operations and restructuring plans.

The current hourly rates of the professionals in Getzler Henrich
are:

     Principals/Managing Directors      $300 - $400 per hour
     Associates                         $240 - $300 per hour
     Paraprofessionals                  $75 - $100 per hour

Mr. Furman's current hourly rate is $335.

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


CROWN PACIFIC: Court Approves $40 Million DIP Financing Pact
------------------------------------------------------------
Crown Pacific Partners, L.P. (OTC Bulletin Board: CRPP), an
integrated forest products company, and its affiliates have
received an interim order from the Bankruptcy Court approving the
implementation of a $40 million debtor-in-possession (DIP) loan
facility previously arranged with The CIT Group/Business Credit,
Inc., a unit of CIT Group (NYSE: CIT).

With the implementation of the DIP facility, the Partnership
should have adequate liquidity to pay its vendors for goods and
services delivered to the Partnership after the filing of Chapter
11 petitions on behalf of the Partnership and its affiliates on
June 29, 2003. During the reorganization process vendors who
deliver goods and provide services to the Partnership receive
priority payment protection under the bankruptcy law for such
goods and services.

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


CRUM & FORSTER: S&P Assigns BB L-T Counterparty Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' long-term
counterparty credit and senior unsecured debt ratings to Crum &
Forster Holdings Corp. The latter rating reflects CFI's recent
assumption of $300 million of debt from Crum & Forster Funding
Corp. The outlook is negative. At the same time, the senior
unsecured debt rating on CFF is now 'NR'.

CFF, a special-purpose entity administered by Wilmington Trust
Corp., was formed solely to raise and hold the aforementioned
obligations until CFI, a wholly owned subsidiary of Fairfax
Financial Holdings Ltd. (NYSE:FFH), was granted permission to
assume such debt without creating an event of default.

"At the time of the issuance, Fairfax's existing bank credit
facilities prohibited CFI from borrowing money. On June 30, 2003,
Fairfax announced that it was successful in renegotiating the
terms and conditions of its bank credit facility, which now allows
CFI to assume the aforementioned debt," said credit analyst
Matthew T. Coyle.

In a related matter, Standard & Poor's is in the process of
reviewing the appropriateness of its rating and outlook on Fairfax
and its subsidiaries. The areas of focus continue to be
underwriting, reserving, and liquidity management. In regards to
liquidity management, Standard & Poor's acknowledges that
management has made significant progress in addressing this
concern during the past couple of months. Standard & Poor's
expects to provide a more comprehensive opinion on the progress
management has made in each of these areas in a few weeks.


DETROIT MEDICAL: Fitch Keeps B Bond Rating on Watch Evolving
------------------------------------------------------------
Fitch Ratings downgrades the approximately $569.1 million
outstanding revenue bonds of Detroit Medical Center to 'B' from
'BB+'. In addition, the bonds are placed on Rating Watch Evolving,
indicating that the direction of the rating is uncertain and will
be resolved in a short period. For the 1993B and the 1997A bonds,
the action pertains to the unenhanced rating, since the bonds are
insured by Ambac Assurance Corp., whose insurer financial strength
is rated 'AAA' by Fitch.

The downgrade to 'B' reflects DMC's escalating operating losses,
eroding liquidity position, and the uncertainty of the future
structure of the system and public assistance from local and state
governments. Credits rated in the 'B' category indicate that
significant credit risk is present, but a limited margin of safety
remains. Financial commitments are currently being met. However,
capacity for continued payments is contingent upon a sustained,
favorable business and economic environment. The placement of the
bonds on Rating Watch Evolving signifies that the outcome of on-
going discussions between government officials and DMC executives
may be material to the rating.

Since Fitch's last review that was detailed in a press release
dated March 28, 2003, an 11-month operating loss (per Fitch's
calculation) of $77 million with maximum annual debt service
coverage of 1.1 times has significantly deteriorated. DMC's
Dec. 31, 2002 audit, received by Fitch on June 27, 2003, revealed
a year-end loss from operations of $101.6 million and MADS
coverage of 0.6x. Through five months of 2003 losses from
operations are averaging close to $10 million per month ($48.2
million in total), and days cash on hand has declined from 42 days
as of 11/30/02 to 22 days as of May 31, 2003 (accounting for $19.9
million draw from a $60 million line of credit). Cash to debt is
15% as of May 31, 2003. DMC's received a Medicaid payment in June,
net of a repayment back to the Medicaid program, of $24 million
which would increase days cash on hand to 29 days as of May 31,
2003.

Management has announced its intention to close Detroit Receiving
Hospital and University Health Center, and Hutzel Hospital, which
both serve a large uninsured and Medicaid population and combined
equaled 50% of DMC's losses through five months of 2003, if
additional public assistance is not agreed upon by July 30. A task
force organized by the Governor that includes the mayor of Detroit
and the Wayne County executive, is discussing options, including
the creation of a public health authority that would help to
provide additional funding for indigent care. DRH serves as the
only Level I trauma center that services the inner city of
Detroit. The closure of DRH would redirect trauma services to
Henry Ford Medical Center and Saint John Health System, and would
eliminate about 550-600 full-time equivalent positions at DMC,
according to management.

Fitch will continue to monitor DMC on a monthly basis. Fitch will
formally review DMC's rating upon the establishment of a formal
operating plan, which may include additional public funding. The
long-term operating structure of the system will likely be clearer
in the next few months, although the political process may extend
discussions. Absent a substantial change in DMC's reimbursement
mechanics and/or operating structure, Fitch is hard-pressed to
view DMC as a viable, long-term credit.

DMC operates nine hospitals, seven of which serve the metropolitan
Detroit area. DMC is the largest healthcare provider in the
Detroit market, with 11,973 full-time equivalent employees and
about $1.6 billion in annual revenues. DMC does not covenant to
provide quarterly disclosure to bondholders, as was standard
during DMC's last bond offering. However, DMC proactively provides
monthly financial statements to bondholders and other interested
parties requesting to be on its distribution list.

Affected issues:

-- $108,650,000 Michigan State Hospital Finance Authority, revenue
   and refunding bonds (Detroit Medical Center Obligated Group),
   series 1998A;

-- $174,460,000 Michigan State Hospital Finance Authority, revenue
   and refunding bonds (Detroit Medical Center Obligated Group),
   series 1997A;

-- $42,615,000 Michigan State Hospital Finance Authority, revenue
   and refunding bonds (Sinai Hospital of Greater Detroit), series
   1995;

-- $131,445,000 Michigan State Hospital Finance Authority, revenue
   and refunding bonds (Detroit Medical Center Obligated Group),
   series 1993B;

-- $109,320,000 Michigan State Hospital Finance Authority, revenue
   and refunding bonds (Detroit Medical Center Obligated Group),
   series 1993A;

-- $2,575,000 Michigan State Hospital Finance Authority, revenue
   and refunding bonds (Detroit Medical Center Obligated Group),
   series 1988A and 1988B.


DKW LAW: Files for Chapter 11 Protection in Pennsylvania Court
--------------------------------------------------------------
DKW Law Group, a top-10 Pittsburgh-based firm long known as
Doepken Keevican & Weiss, has filed for voluntary bankruptcy, the
Pittsburgh Tribune-Review reported. The firm took the drastic step
after its main creditor, PNC Bank, prodded DKW to liquidate,
according to the chapter 11 petition filed on June 30, in the U.S.
Bankruptcy Court in Pittsburgh, the online newspaper reported.

"Bankruptcy is extremely rare. But law firms are having financial
difficulties today," said consultant Bill Brennan of Altman Weil,
a Philadelphia-area business consultant to the legal industry, the
Tribune-Review reported. (ABI World, July 2, 2003)


DKW LAW GROUP: Voluntary Chapter 11 Case Summary
------------------------------------------------
Lead Debtor: DKW Law Group, PC
             58th Floor US Steel Tower
             600 Grant Street
             Pittsburgh, Pennsylvania 15219

Bankruptcy Case No.: 03-28186

Type of Business: Law firm

Chapter 11 Petition Date: June 30, 2003

Court: Western District of Pennsylvania (Pittsburgh)

Judge: Judith K. Fitzgerald

Debtor's Counsel: Michael Kaminski, Esq.
                  DKW Law Group PC
                  58th Floor US Steel Tower
                  600 Grant Street
                  Pittsburgh, PA 15219
                  Tel: 412-355-8117
                  Fax : 412-355-2609

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $1 Million to $10 Million


DLJ COMMERCIAL: Fitch Affirms Low-B and Junk Class Notes Ratings
----------------------------------------------------------------
DLJ Commercial Mortgage Corp.'s mortgage pass-through
certificates, series 1999-CG3, $109.1 million class A-1A, $109.1
million class A-1B, $17.7 million class A-1C and interest-only
class S are affirmed at 'AAA' by Fitch Ratings. In addition, Fitch
affirms $25 million class A-2 at 'AA', $49.5 million class A-3 and
$13.5 million class A-4 at 'A', $15.7 million class A-5 at 'A-',
$18 million class B-1 at 'BBB', $15.7 million class B-2 at 'BBB-',
$27 million class B-3 at 'BB+', $13.5 million class B-4 at 'BB',
$9 million class B-5 at 'BB-', $11.2 million class B-6 at 'B+', $9
million class B-7 at 'B', $9 million class B-8 at 'B-' and $4.5
million class C at 'CCC'. Class D is not rated by Fitch. The
rating affirmations follow Fitch's annual review of the
transaction, which closed in October 1999.

The ratings affirmations are due to consistent overall pool
performance and minimal collateral paydown since issuance. The
certificates have been reduced by 3.3% since issuance, to $867.7
million as of June 2003, from $899.2 million at issuance and the
loan number remains unchanged with 160.

GEMSA Loan Services, the master servicer, collected year-end 2002
financials for 92% of the pool by current balance. According to
the information provided, the YE 2002 weighted average debt
service coverage ratio decreased to 1.39 times from 1.41x at YE
2001. However it has increased from 1.36x at issuance for the same
loans.

There are currently seven loans with the special servicer
comprising 4% of the deal. The largest of these loans (1.7%), is
collateralized by the Ameriserve Building located in Burlington,
NJ. The building was occupied by Ameriserve before their
bankruptcy filing in 2000 and was re-tenanted with Fleming Foods.
The building is currently vacant after Fleming filed for
bankruptcy protection in 2003. The loan is current. The second
largest loan at the special servicer (0.8%) is collateralized by a
multifamily property in Cary, North Carolina. The loan became
delinquent; however the borrower has since brought the loan
current. The third largest loan (0.4%) is collateralized by a
healthcare property in Winter Haven, Florida. The loan is real
estate owned and Fitch liquidated the loan with a 26% loss
severity.

Fitch reviewed the credit assessment of the Westin-Hilton Head
loan (3.9% of the pool) and the underlying property. The loan is
secured by a 412-room full-service hotel that is owned by Starwood
Hotels. The DSCR for YE 2002 decreased to 1.43x, compared to 2.03x
as of trailing twelve months ending June 2001 and 1.80x at
issuance. The performance has improved since the 2002 annual
review with a YE 2001 DSCR of 1.14x, however it has not improved
enough to maintain an investment grade rating. The decline in 2001
can primarily be attributed to the numerous cancellations that
occurred in the fourth quarter, following the events of Sept. 11.
The DSCR is calculated using a stressed debt service which is
determined by applying at 10.48% debt constant to the original
loan balance. The hotel's RevPAR has remained stable with $102 and
$105 as of YE 2002 and 2001, respectively.

While the lowered credit assessment of the Westin loan is seen as
a negative event for the deal, the slight improvement in overall
WADSCR and small amount of collateral paydown offsets the impact
of the reassessment. In addition, Fitch assumed approximately $6.2
million in losses to the pool and the resulting credit enhancement
remained sufficient to affirm the ratings. Fitch will continue to
monitor this transaction, as surveillance is ongoing.


DTI DENTAL: Commences Normal Course Issuer Bid Effective July 3
---------------------------------------------------------------
DTI Dental Technologies Inc. (Stock Symbol TSX-V: DTI) intends to
make a normal course issuer bid, subject to regulatory approval,
whereby it may purchase up to 345,000 Common Shares, representing
approximately 5% of DTI's 6,950,985 issued and outstanding Common
Shares. The normal course issuer bid will commence on July 3, 2003
and end on July 2, 2004 or on such earlier date that DTI completes
its purchases. All purchases will be effected through the
facilities of the TSX Venture Exchange by Raymond James Ltd. and
the price that DTI will pay for any shares acquired by it will be
the market price of the shares at the time of acquisition. The
consideration to be offered will be cash, payable from DTI's
current unallocated working capital, in accordance with the by-
laws and rules of the TSX Venture Exchange. There will be no
restrictions on the price DTI is prepared to pay per share other
than that purchases will not be made if DTI does not believe that
the purchases would be advantageous to DTI and its shareholders.
All shares purchased by DTI will be cancelled.

The Board of Directors of DTI is of the view that, from time to
time, the Common Shares may trade at a discount to the underlying
assets of DTI. DTI's Board of Directors believes that the purchase
by DTI of its own shares pursuant to a normal course issuer bid is
a worthwhile investment which is beneficial to all non-selling
shareholders of DTI and which will not preclude DTI from pursuing
other business opportunities. DTI acquires, consolidates and
manages dental laboratories that design and fabricate custom
dental prosthetics such as crowns, bridges, dentures, implants and
orthodontic appliances.

As of December 31, 2002, DTI Dental Technologies Inc.'s total
shareholders' equity deficiency stands at $2,462,401.


DUANE READE: S&P Concerned about Weaker-Than-Expected Results
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Duane
Reade to negative from stable.

At the same time, Standard & Poor's affirmed its 'BB-' corporate
credit and senior unsecured debt ratings and its 'B' subordinated
notes rating.

The outlook revision follows Duane Reade's announcement that sales
and profits were weaker than expected in the second quarter of
2003 (ended June 28, 2003). The company continues to be affected
by the soft New York economy. The unusually wet and cold spring in
the New York-metropolitan area also contributed to the sales and
profit shortfall.

New York, New York-based Duane Reade is one of the largest drug
chains in the New York City metropolitan area; more than half of
its 232 stores are in Manhattan.

"Standard & Poor's believes the company's operating performance
will be under pressure for the remainder of 2003 due to the high
level of unemployment in the New York metropolitan area, and that
credit protection measures will fall below 2002's level," said
Standard & Poor's credit analyst Diane Shand.

Credit protection measures declined in the first quarter of 2003.
EBITDA coverage of interest declined to 1.7x from 1.8x on a year-
over-year basis. Leverage is high, with total debt to EBITDA at
6.3x. Debt reduction is expected to be low for the next few years
because internally generated cash is being used to fund growth.

The company's financial flexibility is good. Liquidity is provided
by an $80 million secured revolving credit facility that matures
on Feb. 15, 2004, and $1.2 million of cash and short-term
investments as of March 29, 2003. Duane Reade had $60 million
available under its revolving credit facility as of
March 29, 2003.

Standard & Poor's expects Duane Reade's credit protection measures
in 2003 will be below 2002 levels. Ratings could be lowered if the
company does not strengthen credit protection measures in 2004 or
if operating performance continues to deteriorate.


EASTMAN HILL: Fitch Downgrades 3 Note Class Ratings to B/CC/C
-------------------------------------------------------------
Fitch Ratings downgrades six classes of notes and the subordinate
preference shares issued by Eastman Hill Funding I, Ltd. The
following rating actions are effective immediately:

-- $488,015,097 class A-1 floating-rate notes to 'AA' from 'AAA';

-- $9,531,545 class A-1 fixed-rate notes to 'AA' from 'AAA';

-- $497,546,642 class A-2 interest only fixed-rate notes to 'AA'
   from 'AAA';

-- $10,000,000 class A-3 floating-rate notes to 'BBB' from 'AA';

-- $25,743,389 class B-1 fixed-rate notes to 'B' from 'BBB';

-- $25,000,000 combination securities to 'CC' from 'BBB';

-- $17,875,000 subordinated preference shares to 'C' from 'B+'.

Eastman Hill is a collateralized debt obligation supported by a
pool of high yield corporate bonds (11.1%), investment grade
corporate bonds (42.3%), loans (14.3%), and residential mortgage-
backed securities (32.3%). The CDO is managed by Trust Company of
the West. As part of the annual rating review process, Fitch has
reviewed in detail the portfolio performance of Eastman Hill.
Included in this review, Fitch discussed the current state of the
portfolio with the asset manager and their portfolio management
strategy going forward. In addition, Fitch conducted cash flow
modeling utilizing various default timing and interest rate
scenarios. As a result of this analysis, Fitch has determined that
the original ratings assigned to the referenced notes no longer
reflect the current risk to noteholders.

Eastman Hill has been failing its class A-1 and B-1
overcollateralization tests since November 2002, as measured by
the monthly trustee reports. As of the report dated June 25, 2003,
Eastman Hill's defaulted assets represented 3.5% of the $570
million par portfolio amount and eligible investments. Assets
rated 'CCC+' and below represented approximately 3.6%, of the
portfolio collateral, excluding defaults. The deterioration of the
portfolio's credit quality has resulted in a current weighted
average rating factor of 22 versus a test level of 20.

Additionally, the interest rate swap agreement that is in place to
hedge the mismatch between the predominantly fixed-rate collateral
and floating-rate liabilities has impacted the performance of
Eastman Hill. The current low interest rate environment causes a
gap between the strike rate of the interest rate swap agreement
and current LIBOR rates. After discussing Eastman Hill with TCW,
Fitch believes that the collateral manager is making efforts to
improve the credit quality of the portfolio with purchases of
higher quality assets. TCW is actively monitoring the portfolio on
a daily basis. Fitch will continue to monitor Eastman Hill closely
to ensure accurate ratings.


ENCOMPASS SERVICES: Qwest Wants Amended Sale Order Reconsidered
---------------------------------------------------------------
As previously reported, the Court approved the sale of Encompass
Services Corporation and debtor-affiliates' business units --
Sequoyah Corporation to Jamestown Electric, LLC and Wilson
Electric Co. Inc., doing business as EET Northern Arizona, to
Wilson Electric Services Corporation.  After the sale, Jamestown
Electric LLC changed its name to Sequoyah Electric, LLC (Sequoyah
LLC).

Qwest Corporation and Qwest Business Resources, Inc., now want
the Court Order vacated.  Qwest also wants the Debtors to pay
monetary damages for their default and provide the required
adequate assurance of future performance.

According to James Matthew Vaughn, Esq., at Sills Cummis Radin
Tischman Epstein & Gross, in Newark, New Jersey, the Debtors and
Qwest are parties to various contracts under which the Debtors,
through numerous subcontractors, agreed to provide construction
services to Qwest at a number of Qwest facilities in numerous
states.  Among these contracts are:

    -- The September 1, 2001 Construction Contract between Qwest
       and Sequoyah Corporation, also known as Sequoyah Electric,
       for the electrical work to be performed on a Qwest facility
       located in Port Ludlow, Washington;

    -- The August 31, 2001 Construction Contract between Qwest
       and Sequoyah for electrical work to be performed at Qwest's
       facility in Camp Union (Bremerton), Washington; and

    -- Several other contracts with Wilson Electric.

Mr. Vaughn contends that the Debtors failed to provide proper
notice of the sale of assets and the assumption and assignment of
numerous Qwest contracts.  Qwest did not receive actual notice
until the day on which the Court held a hearing regarding the
relief.  Additionally, the notice provided by the Debtors was
made in a calculated manner to provide the least possible notice
and opportunity to be heard in derogation of Qwest's due process
rights.  Mr. Vaughn explains that the notices of the assumption
of the Wilson Contracts were incomprehensible and lacking in any
meaningful information.  Both the notices regarding the Sequoyah
Contract and the Wilson Contracts contained brief information
concerning the potential purchaser that apparently was the
Debtors' attempt to satisfy the adequate assurance of future
performance requirement of Section 365(f)(2)(B) of the Bankruptcy
Code.  However, the statements, which include only minimal
information about the potential purchaser and its intentions and
no financial statements or other hard data, fall woefully short
of the requirements for adequate assurance of future performance.

Mr. Vaughn tells the Court that the Sale motion provides for the
cure of monetary defaults, but fails to identify who will make
the cure payments, when the cure payments will be made and the
procedure for resolving any disputes with respect to the amount
of the cure.  The letters of intent attached as exhibits to the
Sale Motion are similarly uninformative as to who will make the
cure payments, when the cure payments will be made and the
procedure for resolving any disputes with respect to the amount
of the cure.

                   Qwest Stipulates With Sequoyah

Qwest Corporation, Qwest Business Resources, Inc., and Sequoyah
LLC, formerly known as Jamestown Electric LLC, have reached a
stipulation resolving the dispute.

Pursuant to the Court-approved stipulation, the parties agree
that:

    (a) Qwest will withdraw its Motion for Reconsideration with
        respect to the assumption and assignment of the Qwest
        Agreements;

    (b) The Debtors' assumption and assignment of the Qwest
        Agreements to Sequoyah LLC, and Sequoyah's acceptance of
        the assignment are acknowledged by the parties and will be
        deemed to have been effective as of December 31, 2002;

    (c) For each Qwest Agreement, upon the completion of Sequoyah
        LLC's obligations or a partial completion for which
        payment contractually is due from Qwest, and each
        condition for payment disclosed in the agreement has been
        satisfied or waived by Qwest, Qwest will pay to Sequoyah
        the applicable "Settlement Amount", and upon payment of
        which, Qwest will have no further obligations under the
        Agreement;

    (d) With respect to the Qwest Agreements, Sequoyah will have
        all of the rights and will perform all of the Debtors'
        obligations indicated in the Qwest Agreements and will
        be bound by all of the terms of each Agreement; and

    (e) None of the provisions release or excuse Sequoyah or
        Qwest from timely performing any and all of their
        obligations stated in the Qwest Agreements.

Both parties have likewise agreed that the automatic stay will be
modified to the extent necessary to effectuate the Stipulation
terms.

                   Debtors and Wilson Object

The Debtors and Wilson Electric Services Corporation, the buyer
of EET Arizona, ask Judge Greendyke to deny Qwest's request as it
relates to Wilson Electric.  The Debtors remind the Court that
their business is highly decentralized.  The Debtors relate that
the only method they had for identifying the parties to the
executory contracts and unexpired leases to be assumed and
assigned in connection with the sale was to ask their field
personnel, like the employees on-site at EET Arizona, to generate
a report of their outstanding contracts.  Understandably, these
personnel are not necessarily well versed in the legal
requirements relating to identification of executory contracts.
The Debtors admit that they erred on the side of being over-
inclusive when identifying potential executory contracts and
unexpired leases.

Nevertheless, the Debtors and Wilson note that neither the facts
nor the circumstances are so extraordinary as to warrant the
reconsideration of the Sale Order.  At the Sale Hearing, the
Court approved the sale of Sequoyah to Jamestown and the sale of
EET Arizona to Wilson because the sales were in the best
interests of the Debtors' creditors and their estates.  The
Court found that the Debtors satisfied the requirements set forth
in Section 365(b)(1) of the Bankruptcy Code in connection with
assumption of contracts and provided adequate notice of the sales
to be consummated as well as adequate notice of assumption and
assignment of the contracts.  The Court also found that the
Debtors provided the counterparties to the Contracts with
adequate assurance of future performance pursuant to Section
365(f)(2) of the Bankruptcy Code.  Therefore, the Debtors and
Wilson assert that there has been no manifest injustice.

The Debtors and Wilson contend that the EET Arizona Contract is
not an executory contract within the meaning of Bankruptcy Code
Section 365 such that the Debtors were required to notify Qwest
of the sale and the assumption and assignment.  While they erred
on the side of caution in identifying these contracts and giving
notice, the Debtors assert that the fact that Qwest purports not
to have received appropriate notice of the assumption and
assignment is, in this case, irrelevant.  Upon the filing of
Qwest's request for reconsideration, the Debtors and Wilson
investigated the Qwest contracts with EET Arizona and determined
that they were not in fact executory.

The EET Arizona Contracts provide that the Debtors would perform
certain services and Qwest would pay the Debtors for such
services.  The Debtors had fully performed all of their
obligations, other than their warranty obligations, under the
Contracts.  However, Qwest has not performed its obligation to
pay the Debtors for their services.  The Debtors are obligated to
perform corrective work in the event that the quality of their
work falls below the standards contemplated in the Contracts.
These obligations are, however, contingent and do not represent
the type of future reciprocal obligations, which make a contract
executory.

Even if the Contracts are found to be executory and that Qwest
should have received notice of the sale and the assumption and
assignment of the Contracts, the Debtors and Wilson point out
that Qwest did receive sufficient notice of the expedited Sale
Motion as required by Bankruptcy Code Section 363.  But, even if
it did not receive sufficient notice of the sale, Qwest has not
suffered any harm, which is so extraordinary that the Court
should vacate the Sale Order.  The Debtors and Wilson believe
that the sale and the assumption and assignment of the Contracts
placed Qwest is in a better position than it would have been in
if the Debtors had not assigned the Contracts to the Buyers.  The
Debtors are an insolvent entity.  Absent the assumption and
assignment of the Contracts, it is unlikely that the Debtors
could have continued with their performance obligations under the
Contracts.  Wilson, on the other hand, is a solvent, non-Chapter
11 entity that is fully capable of carrying on the EET Arizona
business operations.  Therefore, the Debtors and Wilson believe
that Qwest has received a benefit from the sale and the
assumption and assignment of the Contracts.

In addition, the Debtors and Wilson do not believe that Qwest was
deprived of its right to monetary damages because the Debtors
were not in default under the Contracts at the time of the sale.
The Debtors had performed all of their obligations under the
Contracts, other than warranty obligations. (Encompass Bankruptcy
News, Issue No. 15; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


ENGAGE INC: Turns to Deloitte & Touche for Financial Advice
-----------------------------------------------------------
Engage, Inc., and its debtor-affiliates ask for permission from
the U.S. Bankruptcy Court for the District of Massachusetts to
employ the services of Deloitte & Touche LLP as their Consultants
and Financial Advisors.

The Debtors expect that Deloitte & Touche will:

     i) assist the Debtors in the review the its current
        financial condition including and in the review of its
        financial and cash flow projections;

    ii) assist the Debtors in its review of the executory
        contracts such as real property leases, equipment
        leases, supplier contracts, severance agreements, and
        employee contacts and assess the financial impact of
        rejection of those contracts;

   iii) assist the Debtors in its review and analysis of the
        potential secured, priority, and general unsecured
        claims;

    iv) assist the Debtors in the review and analysis of
        potential payroll issues and priority claims;

     v) assist the Debtors in the review and analysis of payroll
        and property tax issues and potential tax claims;

    vi) assist the Debtors in completing the Schedules and the
        Statement of Financial Affairs as well as all required
        supporting documentation;

   vii) assist the Debtors in the development of a key employee
        retention plan in order to retain employees responsible
        for the eventual completion and implementation of a Plan
        of Reorganization;

  viii) assist the Debtors and its other professionals in the
        development of a Plan of Reorganization and Disclosure
        Statement and assist in the development of the analyses
        and documentation required by each;

    ix) assist the Debtors and its other professionals in the
        potential disposition of its assets in the event a sale
        of assets under Section 363 of the bankruptcy code;

     x) assist the Debtors in the review and analysis of all
        potential avoidance actions, including, but not limited
        to, fraudulent transfers and preference payments;

    xi) attend and participate in meetings on matters within
        the scope of the services to be performed under this
        engagement letter; and

   xii) provide assistance with respect to other related matters
        as the Debtors or their professionals may request from
        time to time.

Sheila T. Smith, a member of the firm Deloitte & Touche reports
that the current hourly rates billed by Deloitte & Touche for
their services are:

          Principal                $425 to $475 per hour
          Senior Manager           $325 to $375 per hour
          Manager                  $275 to $325 per hour
          Senior Consultant        $225 to $275 per hour
          Consultant               $175 to $225 per hour
          Support Staff            $100 to $125 per hour

Engage, Inc., headquartered in Andover, Massachusetts, sells
software that enables publishers, advertisers and merchants to
streamline the creation, approval, production and re-purposing of
advertising and other marketing material.  The Company filed for
chapter 11 protection on June 19, 2003 (Bankr. Mass. Case No.
03-43655).  Kevin J. Walsh, Esq., at Mintz Kevin Cohn Ferris
Glovsky & Popeo, PC, represents the Debtors in their restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $52,113,000 in total assets and $16,593,000
in total debts.


ENRON CORP: Seven Creditors Sell 11 Claims Totaling $37 Million
---------------------------------------------------------------
Pursuant to Rule 3001(e) of the Federal Rules of Bankruptcy
Procedure, the Court, overseeing Enron Corporation's chapter 11
cases, received these notices of claim transfers from April 24,
2003 through May 20, 2003:

                                               CLAIM
TRANSFEREE              TRANSFEROR             NO.        AMOUNT
----------              ----------            -----       ------
Contrarian Funds LLC    Union Oil Company      7324   $2,702,624
                        of California

                        Unocal Energy          7322    3,745,588
                        Trading, Inc.

                        Fidelity and Deposit   2525      209,271
                        Company of Maryland

                        Intellibridge Corp.    1224    1,025,000

                        Ormet Corporation     14816    3,662,496
                                              14818    3,662,496
                                              14852    3,662,496
                                              14853    3,662,496

Longacre Master         Seneca Resources       7624    5,380,525
Fund, Ltd.              Corporation            7625    5,380,525

                        Atlantic Mutual       16396    4,120,034
                        Insurance Co.
(Enron Bankruptcy News, Issue No. 71; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


FEDERAL-MOGUL: Committee Has Until Sept. 30 to Sue Lenders
----------------------------------------------------------
The Official Committee of Unsecured Creditors of Federal-Mogul
Corporation and debtor-affiliates ask the Court to further extend
the time within which they may commence actions pursuant to the
Final DIP Order.

To allow more time to fully explore resolutions, the Creditors'
Committee, the Asbestos Claimants' Committee and the legal
representative for future asbestos claimants, on one hand, and
the Prepetition Agent, on behalf of the Existing Lenders and the
holders of Tranche C Loans, as well as the Surety Bond Issuers,
on the other, have mutually agreed to the extension of the
Litigation Commencement Date until September 30, 2003. (Federal-
Mogul Bankruptcy News, Issue No. 39; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


FIRST UNION NAT'L: Fitch Affirms Six Low-B Note Class Ratings
-------------------------------------------------------------
First Union National Bank-Chase Manhattan Bank's commercial
mortgage pass-through certificates, series 1999-C2, $111 million
class A-1, $673.7 million class A-2 and interest-only class IO are
affirmed at 'AAA' by Fitch Ratings. In addition, Fitch affirms the
following classes: $47.3 million class B at 'AA', $62 million
class C at 'A', $14.8 million class D at 'A-', $41.4 million class
E at 'BBB', $17.7 million class F at 'BBB-', $41.4 million class G
at 'BB+', $11.8 million class H at 'BB', $11.8 million class J at
'BB-', $11.8 million class K at 'B+', $11.8 million class L at 'B'
and $11.8 million class M at 'B-'. The $20.7 million class N is
not rated by Fitch. The rating affirmations follow Fitch's annual
review of the transaction, which closed in May 1999.

The rating affirmations reflect the consistent loan performance
and minimal reduction of the pool collateral balance since
closing.

Wachovia Securities, the master servicer, collected year-end 2002
financials for 57% of the pool balance. Based on the information
provided the resulting YE 2002 weighted average debt service
coverage ratio is 1.31 times compared to 1.30x at issuance for the
same loans.

Currently, five loans (2.9%) are in special servicing. The largest
loan is secured by a full-service hotel property located in
Charleston, SC and is currently 90+ days delinquent. The special
servicer is in negotiations for a possible note sale of the loan.
The next largest specially serviced loan is secured by a retail
property in Derby, CT and is currently 30 days delinquent. Kmart,
which occupied 56% net rentable area, rejected their lease and
vacated their space in May 2003. The borrower is actively
marketing the vacant space. Fourteen loans (14.7%) reported YE
2002 DSCRs below 1.00x. One of the loans, the Sheraton Suites
Portfolio, is the largest loan in the transaction, (4.3%) and is
secured by three full-service hotel properties located in
Wilmington, DE, Dallas, TX and Elk Grove Village, IL. The loan is
below 1.0x due to significant declines in occupancy and
performance caused by the current economic conditions of the hotel
industry.

Fitch will continue to monitor this transaction and loans of
concern, as surveillance is ongoing.


FLEMING COMPANIES: Exclusivity Extension Hearing Set for July 17
----------------------------------------------------------------
Section 1121(b) of the Bankruptcy Code provides for an initial
period of 120 days after the commencement of a Chapter 11 case
during which a debtor has the exclusive right to propose a plan
of reorganization.  In addition, Section 1121(c)(3) provides that
if a debtor proposes a plan within the Exclusive Proposal Period,
it has the balance of 180 days after the commencement of the
Chapter 11 case to solicit acceptances of that plan.  During the
Exclusive Proposal Period and the Exclusive Solicitation Period,
plans may not be proposed by any party-in-interest other than the
debtor.  Section 1121(d) provides that the Court may extend the
Exclusive Periods for cause.

Fleming Companies, Inc., and debtor-affiliates tell the Court that
the four-month exclusivity period for filing a reorganization plan
is a short period of time in which to address myriads of disputes,
matters and proceedings that accompany a "Mega Case".  During the
three months since the Petition Date, the Debtors and their
professionals have devoted substantial time and effort addressing
fundamental issues like maintaining liquidity and stabilizing
operations.  The Debtors have begun closing or selling their
retail grocery stores as part of a strategic plan to exit the
retail grocery business and concentrate on their multi-tiered
wholesale distribution network for consumable goods.  They have
established procedures to conduct store closing sales.

Several customers are seeking to terminate supply arrangements
with the Debtors.  In this regard, the Debtors' management and
professionals have been expending an extraordinary amount of time
preparing for litigation and litigating with customers to
preserve the going concern value of their business.  The Debtors
are also defending a number of actions brought by suppliers
seeking to impose a constructive trust over funds received from
customers.

Additionally, the Debtors are reconciling and resolving an
extraordinarily large number and amount of claims asserted under
the Perishable Agricultural Commodities Act and similar statutes.
The Debtors have also received 620 reclamation claims totaling
$305,000,000.  They plan to file a reclamation claims report on
July 21, 2003.

The Debtors believe that their continuing efforts will result in
their ability to propose a confirmable Chapter 11 plan that will
be in the best interest of all their constituents.  The Debtors
want to avoid filing a premature plan.  They want to ensure that
the formulated plan takes into account the interests of their
estates, employees and creditors.

Against this backdrop, the Debtors ask the Court to extend their
exclusive periods to file a Chapter 11 plan through and including
November 27, 2003 and to solicit plan votes through and including
January 26, 2004.

Judge Walrath will convene a hearing on July 17, 2003 to consider
the Debtors' request.  Objections are due July 10, 2003. (Fleming
Bankruptcy News, Issue No. 8; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


FORMICA CORP: Gains Nod for Cerberus & Oaktree Investment Deals
---------------------------------------------------------------
Formica Corporation announced that the United States Bankruptcy
Court for the Southern District of New York has approved the Stock
Purchase Agreement involving the Company and all of its
subsidiaries with an investment group sponsored by Cerberus
Capital Management L.P. and Oaktree Capital Management LLC.

Cerberus and Oaktree are the Company's largest holders of Formica
bonds. The Stock Purchase Agreement calls for the investment group
to invest $175 million, $173 million of which will be used to
repay secured bank debt leaving the Company with approximately
$160 million of senior secured debt remaining in the reorganized
business in a transaction valued at $427 million. Formica had over
$540 million in debt at the time of its Chapter 11 filing.
Additionally, the Court approved an extension for sixty days for
the Company to exclusively file a Plan of Reorganization.

The Bankruptcy Court also authorized the Company to proceed
directly to filing a consensual Plan of Reorganization without a
bidding process.

The Company also announced said that it has reached a consensual
settlement agreement with its Committee of Unsecured Creditors to
support the Company's Plan of Reorganization jointly developed
with the investors. Under the settlement reached by the Unsecured
Creditors Committee, the Steering Committee for the Prepetition
Senior Secured Lenders, the Company and the buyer, FC Acquisition
Holding Corp., general unsecured creditors' claims shall be
discharged by receiving a pro-rata share of up to $12.775 million
in cash and up to $8.675 million in new subordinated secured
notes, which cash and notes are subject to reduction for payment
to the Unsecured Convenience Class of creditors, each member of
which will receive the lesser of 20% of each allowed unsecured
claim or $10,000. Under the Joint Plan of Reorganization, the
investors will not participate in the recovery by unsecured
creditors.

As previously disclosed, the Company has received the support of
its secured lenders for the transaction and the Plan of
Reorganization. Implementation of the Plan is conditioned on
confirmation by the Bankruptcy Court.

"[Wednes]day's actions are indeed welcome news and significant
milestones in our reorganization," said Formica President and
Chief Executive Officer Frank A. Riddick, III. "These developments
should accelerate the timetable for the Company's emergence from
Chapter 11 because all of the relevant constituencies have agreed
to support the Company's prompt emergence. We continue to be
appreciative of the support we have received during this period
from our customers, suppliers and employees, all of whom have
allowed us to use this process to lay the foundation for future
success worthy of Formica's great heritage. We are excited by the
participation of Cerberus and Oaktree as investors. Formica will
emerge as a more competitive and financially stronger company with
a steady stream of new product offerings and operational
capabilities that will ensure we will be the best supplier to our
customers in this industry."

Formica Corporation was founded in 1913, and is the preeminent
worldwide manufacturer and marketer of decorative surfacing
materials, including high-pressure laminate, solid surfacing
materials and laminate flooring.


GALAXY NUTRITIONAL: Reports Improved Year-End 2003 Performance
--------------------------------------------------------------
Galaxy Nutritional Foods (Amex: GXY), a leading producer of
nutritious plant-based dairy alternatives for the retail and
foodservice markets, announced the results for its fiscal year
ended March 31, 2003. The Company reported net income of
$1,034,128 for its fiscal year ended March 31, 2003 (Fiscal 2003)
compared to a net loss of $17,059,152 for its fiscal year ended
March 31, 2002 (Fiscal 2002). Net loss available to common
shareholders for Fiscal 2003, after non-cash preferred stock
dividends and non-cash preferred stock accretion for estimated
redemption value, was $601,077 versus a net loss available to
common shareholders of $19,147,995 for Fiscal 2002.

The Company also reported a major turnaround in operating income
for Fiscal 2003 versus Fiscal 2002. In Fiscal 2003, operating
income was $4,064,992 (including $2,906,762 of non-cash
compensation income) versus an operating loss of $11,383,351
(including $2,373,662 of non-cash compensation expense) for Fiscal
2002. The aforementioned $2.9 million of non-cash compensation
income and $2.4 million non-cash compensation expense relates
primarily to the valuation of stock options and warrants in each
period. In Fiscal 2003, the Company has reported four consecutive
quarters of positive operating profits.

There were also major turnarounds reported in EBITDA, cash flow
and gross margin in Fiscal 2003 versus Fiscal 2002. EBITDA for
Fiscal 2003 was $6,230,692, or 15.6% of net sales, versus EBITDA
of $9,542,161 or 22.2% of net sales, for Fiscal 2002. EBITDA is
earnings before interest, taxes, depreciation and amortization,
and is inclusive of non-cash compensation related to stock options
and warrants. Additionally, the Company is reporting net cash
provided by operating activities of $1,175,875 for Fiscal 2003
versus net cash used in operating activities of $3,728,489 for
Fiscal 2002. This substantial turnaround in operating cash flow is
a result of key initiatives implemented over the past year, which
have enabled us to strengthen internal controls, streamline
operations, increase production efficiencies and reduce ingredient
and packaging costs. Gross margin for Fiscal 2003 has also greatly
improved to 30% versus 18% for Fiscal 2002 due to the
implementation of the aforementioned key initiatives along with
the strategic reduction of non-core items produced, as well as a
sales mix focused towards higher margin branded products.

Net sales for Fiscal 2003 were $40,008,769 compared to net sales
of $42,927,104 for Fiscal 2002, a decrease of 6.8% due primarily
to management's decision to reduce the amount of lower margin,
non-branded business, which it had previously.

Results for the year ended March 31, 2003, reflect a correction of
the calculation for preferred stock accretion. This correction
results in additional non-cash preferred stock accretion for
estimated redemption value, which decreases the net income
available to common shareholders by $161,692 and $223,588 in the
quarters ended June 30 and September 30, 2002, respectively.
Additionally, it increases the net loss available to common
shareholders by $1,079,173 in the quarter ended December 31, 2002.
However, this correction has no affect on revenue, operating
income, net income, or cash flow. The Company plans to reflect
this correction in its filing on Form 10-K and plans to file
amended Forms 10-Q for the quarters ended June 30, September 30,
and December 31, 2002.

          RESULTS FOR THE 4th QUARTER ENDED MARCH 31, 2003

For the fourth quarter ended March 31, 2003, the Company reported
a net loss of $241,059 compared to a net loss of $9,950,452 for
its fourth quarter ended March 31, 2002. After non-cash preferred
stock dividends and non-cash preferred stock accretion for
estimated redemption value, net income available to common
shareholders for the quarter ended March 31, 2003 was $70,755
versus a net loss available to common shareholders of $10,505,757
for the quarter ended March 31, 2002. Operating income for the
fourth quarter ended March 31, 2003 was $329,937 (including
$112,132 of non-cash compensation income) versus an operating loss
of $6,642,806 (including $303,418 of non-cash compensation
expense) for the same quarter last year.

                      MANAGEMENT COMMENTS

Christopher J. New, Galaxy's CEO, stated, "During Fiscal 2003,
Galaxy's Board of Directors and senior management made vital
decisions relative to operations and growth strategies which
resulted in major turnarounds in operating cash flow, gross
margin, operating profit, and EBITDA. These were crucial steps
toward transforming our business and achieving the positive
results we are reporting today. I expect these positive trends to
continue into Fiscal 2004 as we continue to strengthen operations
and strategically manage sales. The recent equity raise and
financial restructuring announced on June 2, 2003 were also key
events, which will play a major role in our ability to efficiently
and effectively grow our business during Fiscal 2004. These events
provide Galaxy with additional working capital, reduced debt
service and a more favorable debt structure."

Mr. New continued, "Our growth plan and key initiatives for Fiscal
2004 include leveraging our strategic brand platforms and category
awareness, especially in the super-mass category of the retail
market, forming new international partnerships, introducing a new
product position with broader mass market appeal, and developing
effective micro-marketing methods and promotional partnerships. We
now have a solid foundation from which to launch these efforts
with strong product positions in each of our primary distribution
channels. Our goal is to successfully implement these initiatives
through disciplined focus and resolute execution."

                      RECENT DEVELOPMENTS

* Textron Financial Corporation has replaced Finova Capital
  Corporation as Galaxy's asset-based lender. As a result of this
  change, we have significantly improved our cash availability due
  to lower interest rates and higher advance rates on eligible
  accounts receivable and inventory items.

* We raised $3.85 million through private placements of Galaxy
  common stock to several investors including Fromageries Bel, a
  leading international dairy company, Fred DeLuca, the founder of
  Subway(R), Apollo Capital Management Group, L.P. and Apollo
  MicroCap Partners, L.P., investment funds based in St.
  Petersburg, Florida, David Lipka, a director of Galaxy, and John
  Ruggieri, Galaxy's Vice President of Manufacturing. $2 million
  of the proceeds from these transactions was used to repay one-
  half of the $4 million subordinated debt with Finova Mezzanine
  Capital, Inc.  The balance of the proceeds will be used for
  working capital purposes.

* SouthTrust Bank increased its lending position in Galaxy with a
  new $2 million term loan. These funds were used to repay the
  remaining balance of Galaxy's $4 million subordinated debt with
  FMC. The new $2 million term loan was consolidated with the
  Company's previously outstanding $8.1 million equipment loan.
  The new consolidated $10.1 million loan extends the maturity
  date on the original loan from March 2005 to June 2009 with a
  more favorable amortization.

* Galaxy entered into a master distribution and licensing
  agreement with Fromageries Bel, the number one branded cheese
  company in Europe with sales of approximately $2.3 billion.
  Fromageries Bel has the exclusive rights to distribute certain
  Galaxy products to the fifteen European Union States and to more
  than twenty-one other European countries and territories. We
  will share key learnings and marketing strategies and Bel will
  create and support commercial plans for the development and
  distribution of these products within their exclusive
  territories.

* Galaxy's Board of Directors recently approved the appointment of
  Patrice Videlier as a Director of the company. Patrice is the
  Senior Vice President of Marketing for Fromageries Bel and has
  held various executive positions with Fromageries Bel since
  joining them in 1990. Prior to joining Fromageries Bel, he spent
  twenty years with the Unilever Company. Galaxy's Board is now
  comprised of 8 directors -- 6 outside directors and two
  employees.

                         BUSINESS OUTLOOK

Fiscal Year Ended March 31, 2004 Guidance

* We expect annual top line sales for Fiscal 2004 to increase 10%
  or more versus the prior fiscal year as key growth strategies
  are implemented into the market place and begin taking effect.
  However, we expect that first quarter sales will decrease by
  approximately 10% or more versus the first quarter of the prior
  year due to the Company's strategic decision to focus first
  quarter selling efforts on higher margin branded products versus
  lower margin non-branded products.

* We expect to report comparable or improved gross margins for
  Fiscal 2004 as compared to Fiscal 2003.

* We expect to report positive operating profits (excluding non-
  cash compensation) for Fiscal Year 2004.

* We expect EBITDA (excluding non-cash compensation) to remain at
  positive levels throughout Fiscal 2004.

* With the conclusion of our financial restructuring on May 30,
  2003, we expect to report positive cash flow from operating
  activities for Fiscal 2004.

Galaxy Nutritional Foods is the leading producer of great-tasting,
health-promoting plant-based dairy and dairy-related alternatives
for the retail and foodservice markets. These phytonutrient-
enriched products, made from nature's best grains -- soy, rice and
oats -- are low and no fat (no saturated fat and no trans-fatty
acids), have no cholesterol, no lactose, are growth hormone and
antibiotic free and have more calcium, vitamins and minerals than
conventional dairy products. Because they are made with plant
proteins, they are more environmentally friendly and economically
efficient than dairy products derived solely from animal proteins.
Galaxy's products are part of the nutritional or functional foods
category, the fastest growing segment of the retail food market.
Galaxy brand names include: Veggie Nature's Alternative to
Milk(R), Galaxy Nutritional Foods(R), Soyco(R), Soymage(R),
Wholesome Valley(R), formagg(R), Lite Bakery(R), Veggie Caf,(TM)
and Veggie Lite Bakery(TM). For more information, visit Galaxy's
Web site at http://www.galaxyfoods.com

Galaxy Nutritional Foods' March 31, 2003 balance sheet shows that
its total current liabilities exceeded its total current assets by
about $3 million.

                           *    *    *

                  LIQUIDITY AND CAPITAL RESOURCES

In its Form 10-Q for the period ended December 31, 2002, the
Company reported:

"Net cash provided by operating activities was $1,901,996 for
the nine months ended December 31, 2002 compared to net cash
used of $1,504,597 for the same period ended December 31, 2001.
The increase in cash from operations  is primarily attributable
to a net income of $1,275,187 evidencing the improved gross
margins and reduction in cash operating expenditures  in  fiscal
2003 along with further collections on accounts receivable and
reductions in inventory levels. In fiscal 2002, the Company used
a significant portion of its cash to decrease its amounts
payable to vendors and to fund operating losses.

"The Company's  ability to continue as a going concern depends
upon  successfully obtaining sufficient financing to pay down or
replace the FINOVA debts due in July 2003.  In the event the
Company cannot extend the loans, or raise the capital to pay off
or replace the debt in July 2003,  FINOVA Capital and FINOVA
Mezzanine could exercise their respective  rights under their
loan documents to, among other things, declare a default under
the loans and pursue foreclosure of the Company's  assets which
are pledged as collateral for such loans.  In the event that
FINOVA exercises their right to pursue foreclosure, then
SouthTrust has the ability to do the same based on a cross-
default provision in their loan agreement.  The Company is
seeking to obtain the necessary funds through its positive cash
flows from operating activities, equity financing, and/or
refinancing with FINOVA or a substitute lender.  There are no
assurances, however, that such financing, if available will be
at a price that will not cause substantial dilution to the
Company's shareholders.  If the Company is not able to generate
sufficient cash through its operating and financing  activities
in fiscal 2003, it will not be able to pay its debts in a
timely manner. However, the Company, with direct involvement
from key new board and management members, is currently
discussing terms with several independent parties to provide the
funds required to replace FINOVA Capital as the Company's
primary asset-based lender and to pay off the debt to FINOVA
Mezzanine."

Early last month, Textron Financial Corporation replaced Finova
Capital Corporation as the Company's asset-based lender.

The Company's new revolving line of credit from Textron Financial
has a maximum facility amount of $7.5 million and an interest rate
that is 2.25% lower than the rate previously charged by Finova
Capital, whose line was due to mature July 1, 2003.


GENERAL DATACOMM: Wants Plan Exclusivity Extended to August 29
--------------------------------------------------------------
General DataComm Industries, Inc., and its debtor-affiliates ask
the Court to extend their exclusive periods to file a Chapter 11
Plan and solicit acceptances of that plan from creditors.  The
Debtors ask the Court for an extension of both key dates through
August 29, 2003.

The Debtors submit that cause exists for an extension of the
exclusive periods in these cases.  The Debtors have worked
diligently in their attempts to obtain support from the Committee
and the Lenders for a consensual chapter 11 plan. As a result of
such efforts the Debtors and the Lender filed the Plan on June 25,
2003.  The Court approved the Disclosure Statement and the Debtors
have commenced the voting solicitation process with respect to the
Plan. A hearing to consider confirmation of the Plan is scheduled
for August 5, 2003.

The Debtors seek this extension of the Exclusive Periods to afford
them time to complete the plan confirmation process. The Debtors
assure the Court that the salient provisions of the Plan have been
agreed upon by the Lenders and the Committee and that they are
requesting these extensions in good faith, and there is no risk of
harm to the Debtors' creditors from the requested extension of the
Exclusive Periods.

General DataComm Industries, Inc., a worldwide provider of wide
area networking and telecommunications products and services,
filed for Chapter 11 protection on November 2, 2001 (Bankr. Del.
Case No. 01-11101).  James L. Patton, Esq., Joel A. Walte, Esq.
and Michael R. Nestor, Esq., represent the Debtors in their
restructuring efforts. In their July 2002 monthly report on form
8-K filed with SEC, the Debtors account $19,996,000 in assets and
$77,445,000 in liabilities.


GLENOIT CORP: Seeks Open-Ended Extension for Final Decree
---------------------------------------------------------
Glenoit LLC formerly Glenoit Corporation, asks the U.S. Bankruptcy
Court for the District of Delaware to extend the deadline for the
Debtors to file a final report and for the entry of a final decree
formally closing their chapter 11 proceedings.

Since confirmation of the Plan, the Debtors have been working to
resolve any pending matters that remain prior to closing these
Chapter 11 cases. To that end, the Debtors have resolved several
of the administrative claims filed in the case, leaving two
remaining. The Debtors recently resolved another administrative
claim, since the filing of the most recent motion to extend the
deadlines, leaving one substantial administrative claim remaining.
The Debtors have also obtained orders from this Court or
agreements dealing with over $32 million in unsecured claims. The
Debtors anticipate filing a final objection to unsecured and
priority claims shortly, and either resolving the remaining
administrative claims consensually or setting them for hearing.
Accordingly, the Debtors are not in a position to prepare the
final report required by Local Rule 5009-1(c).

The Debtors believe that they will expeditiously resolve the
remaining matters in these cases, such that an additional 60 days
will be enough to complete such matters and prepare their final
report. Accordingly, the Debtors submit that good cause exists
under Bankruptcy Rule 9006 and Local Rule 5009-1(c) for this
extension.

Once a final report is complete, the Debtors would propose giving
parties and the Office of the United States Trustee a few weeks to
review it, and then seeking entry of an order closing these cases
via issuance of a final decree by this Court. Accordingly, the
Debtors ask the Court to extend the closure of this case to thirty
days after the filing of a final report.

Headquartered in New York City, Glenoit Corporation is a domestic
manufacturer of small rugs, knit pile fabrics and an importer and
manufacturer of home products such as quilts, comforters, shams,
shower curtains, table linens, pillows and pillowcases with
operations in North Carolina, Ohio, California and Canada. The
Company filed for Chapter 11 protection on August 8, 2000 (Bankr.
Del. Case No. 00-3309). Joel A. Waite, Esq., at Young, Conaway,
Stargatt & Taylor, represents the Debtors in their restructuring
efforts.


GRUPO IUSACELL: Fitch Hacks Senior Unsecured Debt Rating to D
-------------------------------------------------------------
Fitch Ratings downgraded the senior unsecured debt of Grupo
Iusacell, S.A. de C.V.'s (Holding company) and the senior
unsecured debt of Grupo Iusacell Celular, S.A (Operating company)
- collectively known as Iusacell - to 'D' from 'C' Rating Watch
Negative. The rating action applies to US$350 million 14.25%
senior notes of holding company debt due 2006 and US$150 million
10% senior notes of operating company debt due 2004.

The downgrade to the 'D' default category reflects the inability
of Iusacell to cure the missed interest payments on its senior
notes due 2006 within the 30 day grace period allowed under the
senior note indentures. On June 1, 2003, Iusacell failed to make
semiannual interest payments of US$25 million on its senior notes
due 2006. A default on the senior notes due 2006 effectively
triggers an event of default to the company's secured syndicated
loan and senior notes due 2004. The 'D' default ratings that have
been assigned indicate that potential recovery for bondholders is
estimated to be below 50% of principal.

Iusacell now faces the challenges of restructuring its debt
profile, which currently totals slightly over US$800 million and
includes US$350 million senior notes due 2006, US$150 million
senior notes due 2004 and a US$266 million secured syndicated
loan.

Iusacell is a holding company that controls several
telecommunications assets in Mexico. The company's primary asset
is Grupo Iusacell Celular, S.A. de C.V. Currently, the company is
the third largest wireless operator in Mexico after Telcel and
Telefonica Moviles with 2.1 million subscribers and an estimated
8.0% market share. Iusacell's competitive positions remains
challenged given Telcel's nationwide network and the expanded
presence of Telefonica Moviles following its acquisition of
wireless provider Pegaso. In addition, Iusacell's profitability
has been pressured by the slowdown in the Mexican economy.

Verizon Communications has managerial control over Iusacell
through its 39.4% equity stake, while Vodafone PLC held 34.5% and
the remaining 26.1% is held by the public. On June 13, 2003,
Verizon Communications and Vodafone PLC announced that they intend
to sell their equity stakes in Iusacell to Movil Access, S.A. de
C.V., a subsidiary of Biper, S.A. de C.V., which is controlled by
the Salinas family. The Salinas family controls Unefon, S.A. de
C.V, the fourth largest wireless operator.


IBEAM BROADCASTING: Trust Wants Time for Final Decree Extended
--------------------------------------------------------------
The iBEAM Broadcasting Corporation Liquidating Trust asks the U.S.
Bankruptcy Court for the District of Delaware to extend through
September 30, 2003, the deadline by which it must file a
consolidated final report and automatic entry of the final decree
closing this case.

Bankruptcy Code section 350(a) provides that:

  "[a]fter an estate is fully administered and the court has
   discharged the trustee, the court shall close the case,"

and Federal Bankrruptcy Rule 3022 provides that:

  "[a]fter an estate is fully administered in a chapter 11
   reorganization case, the court, on its own motion or on
   motion of a party in interest, shall enter a final decree
   closing the case."

However, Delaware Bankruprcy Rule 9006-2 states that if a motion
to extend the time to take any action is filed before the
expiration of the prescribed period, "the time shall automatically
be extended until the Court acts on the motion, without the
necessity for the entry of a bridge order."

The Liquidating Trust reports that a list of non-exclusive factors
or events that courts often consider when determining whether to
close a chapter 11 case:

     (a) whether deposits required by the plan have been
         distributed;

     (b) whether the property proposed by the plan to be
         transferred has been transferred;

     (c) whether the debtor or the successor of the debtor under
         the plan has assumed the business or the management of
         the property dealt with by the plan;

     (d) whether payments under the plan have been commenced;

     (e) whether the order confirming the plan has become final;
         and

     (f) whether all motions contested matters, and adversary
         proceedings have been finally resolved.

Since the Confirmation Date, the Liquidating Trust has engaged in
substantial analysis and reconciliation of claims and has
completed the overwhelming majority of the claim objection process
by evaluating claims. The Liquidating Trust has filed objections
to individual claims and four omnibus objections to claims, and
has sought the entry of orders with respect to the non-responding
claimants, has entered into stipulations with many of the
responding claimants, and has resolved other claims without
objection. Despite these efforts, the Liquidating Trust is still
in the process of reconciling certain claims filed in this case.
At a minimum, the claim reconciliation process will take another
30 - 60 days to complete.  The deadline by which the Liquidating
Trust must object to claims expires on August 31, 2003.

The Liquidating Trust argues that adequate time for completion of
the claim reconciliation process is required in order to determine
the correct distribution amounts to creditors. It would therefore
be premature to close this Chapter 11 case at this time. The
relief requested herein is in the best interests of creditors and
other parties in interest.

iBeam Broadcasting Corporation delivers streaming media over the
Internet. The Company filed for chapter 11 protection on
October 11, 2001.  Aaron A. Garber, Esq., and Adam Hiller, Esq.,
at Pepper Hamilton LLP and Thomas G. Macauley, Esq., at Zuckerman
and Spaeder LLP, represent the Debtors in their restructuring
efforts.


INSCI CORP: March 31 Balance Sheet Insolvency Narrows to $3 Mil.
----------------------------------------------------------------
INSCI Corp. (OTC Bulletin Board: INSS), a leading enterprise
content management solutions provider, announced record profits
and its seventh consecutive profitable quarter for its 2003 fiscal
year and fourth quarter ended March 31, 2003.

President and CEO Henry F. Nelson said that the Company's focus on
core operations, improving margins and its ability to invest in
new products resulted in increased revenues and significant bottom
line growth over year earlier periods. Nelson also said that the
Company's fiscal year 2003 balance sheet improved substantially
over the fiscal 2002 year end as cash balances rose and debt was
reduced.

Revenues for the 2003 fiscal year's fourth quarter increased 22
percent to $2.2 million with net income of $221,000. This compares
to revenues of $1.8 million for the prior year period with net
income of $246,000. Product revenues in the fiscal 2003 fourth
quarter increased 84 percent over the same period in fiscal 2002,
reflecting strong increases in demand for the company's
applications. The modest decline in fourth quarter net income was
due principally to increased product development expenditures.

Revenues for the fiscal year ended March 31, 2003, rose 9 percent
to $9.2 million with net income increasing substantially to $1.4
million. This compares to revenues of $8.5 million for fiscal year
2002, with net income of $368,000.

Gross margin as a percentage of sales improved for both the 2003
fourth quarter and fiscal year to 86.5 percent and 85.4 percent,
respectively, as compared to 78.9 percent and 78.5 percent for the
prior year periods. Operating Income expressed as a percentage of
revenues improved to 19 percent for the current fiscal year
compared to 9 percent for the prior fiscal year.

"We made significant progress in all operational areas in fiscal
2003 with solid improvements in the Company's financial
performance despite a challenging economic climate," Nelson said.
"Strong profit margins have enabled us to invest in new product
development and the resulting new products, ESP+mailstore,
ESP+messenger, and ESP+infostore, are strategically important as
we position the company in the broader enterprise content
management market."

As a result of improved cash flows from operations, the re-
financing of an existing term debt and the conversion of a debt
instrument to equity, INSCI also reported substantial year-over-
year improvements in the Company's balance sheet.

INSCI Corp.'s March 31, 2003 balance sheet shows a working capital
deficit of about $2 million, and a total shareholders' equity
deficit of about $3 million.

Nelson further commented, "The sustained financial performance has
given INSCI the market credibility necessary to forge strategic
alliances. This year alone we established 12 new relationships,
both reseller and marketing alliances, which has expanded our
vertical market presence and created a potential platform for
future growth. Most notably, we have a partnership agreement with
EMC wherein we have integrated the INSCI ESP+ Solution Suite with
EMC Centera, a cost-effective solution that will satisfy
regulatory compliance requirements for long-term preservation of
content."

INSCI Corp. is a leading provider of integrated enterprise content
management solutions with over a decade of experience providing
advanced and cost effective solutions. The Company's highly
scalable ESP+ Solution Suite is designed for the capture and long-
term preservation of mass volumes of wide-ranging digital assets,
with Web-based presentment capability for such content as banking
and financial statements, customer bills, explanation of benefits,
e-mail, digital voice, and transaction confirmations. By bringing
this business-critical content together and assuring future
retrieval, INSCI enables its use in e-commerce, customer service,
regulatory compliance, or cost-reducing business functions. The
Company's innovative technology provides a robust platform to meet
the unique demands of high-volume Internet-based content retrieval
by thousands of users. INSCI has strategic partnerships and
relationships with such companies as Xerox, Unisys, PFPC and EMC.
For more information about INSCI, visit http://www.insci.com


JACKSON PRODUCTS: Lenders & Bondholders to Forbear Until Oct. 20
----------------------------------------------------------------
Jackson Products, Inc. announced that the lenders under its
secured credit facility, and in excess of 75% of the holders of
its 9-1/2% Senior Subordinated Notes due 2005, have entered into
forbearance agreements regarding specified existing defaults until
October 21, 2003. The Lenders' and Bondholders' forbearance is
subject to JPI's satisfaction of certain monthly restructuring
milestones on various dates prior to October 21, 2003. The
Bondholders have proposed a restructuring framework to JPI and
various of its stakeholders.

JPI is currently working diligently with its Lenders and
Bondholders to effect a comprehensive restructuring plan.

David M. Gilchrist, JPI's President, stated: "We are making
progress in developing a long-term restructuring plan with our
Lenders and Bondholders, as we work to rebuild the confidence of
our customers, suppliers and employees and execute our
restructuring initiatives. This forbearance period, we believe,
indicates our Lenders' and Bondholders' desire to see JPI succeed
in effecting a comprehensive restructuring plan."

In addition to the forbearance agreements, JPI announced the
results of an internal investigation, certain management changes
in its finance department as well as restatements to its 2001
year-end financial statements, the expected impact of these
restatements on its 2002 quarterly financial statements, and
preliminary 2002 year-end financial results. JPI expects to file a
current report on Form 8-K with the Securities and Exchange
Commission detailing these other developments and providing
additional information regarding its restructuring efforts.

JPI is a leading designer, manufacturer and distributor of safety
products serving a variety of niche applications within the
personal and highway safety markets, principally throughout North
America and in Europe. JPI markets its products under established,
well-known brand names to an extensive network of distributors,
wholesalers, contractors and government agencies. The Company
currently has two reportable business segments: Personal Safety
Products and Highway Safety Products. Additional information
regarding JPI can be obtained at http://www.jpisafety.com


LARRY'S STANDARD: Taps Prime Locations as Real Estate Consultant
----------------------------------------------------------------
Larry's Standard Brand Shoes, Inc., sought and obtained approval
from the U.S. Bankruptcy Court for the Northern District of Texas
to employ Prime Locations, LLC as its Special Real Estate
Consultant.

The Debtors expect Prime Locations to:

     a) review ail Leases for the thirteen stores operated by
        the Debtor, lease summaries, deeds, surveys, databases,
        spreadsheets or related documents provided by the
        Debtor;

     b) correspond with real estate professionals and/or retail
        operators knowledgeable with respect to the sites where
        the leases are located;

     c) analyze the marketability and disposition potential of
        the Leases based on an analysis of the market and the
        documents provided by the Debtor;

     d) negotiate with and solicit offers or settlements from
        the landlords of the sites where the leases are located;

     e) advise the Debtor in connection with the advisability of
        accepting particular offers or settlements from
        landlords;

     f) testify at any hearings and/or trials as to one or more
        of the matters set forth above as is determined to be
        necessary or appropriate; and

     g) provide all other advice to the Debtor in connection
        with its Leases as may be required or necessary.

James B. Matthews reports that the members of Prime Locations who
will be working with the Debtor have agreed to reduced hourly
rates ranging from $250-$300 instead of the normal standard hourly
billing rates, which range from $300 to $400 per hour.

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


LEAP WIRELESS: Court Okays Poorman's Appointment as Claims Agent
----------------------------------------------------------------
Leap Wireless International Inc., and its debtor-affiliates
obtained the Court's authority to employ Poorman-Douglas
Corporation as their notice, claims and data management agent in
these Chapter 11 cases.

Poorman is one of the country's leading Chapter 11 administrators
with experience in noticing, claims processing, data management,
claims reconciliation and distribution.  Poorman has substantial
experience in the matters upon which it is to be engaged.  Poorman
has acted or is acting as official notice, claims and data
management agent in several notable cases including: United
Airlines, Harnischfeger Industries, Inc., Marvel Entertainment
Group, Allegheny Health, Education and Research Foundation,
Bennett Funding Group, Xpedior, World Access and Consolidated
Freightways.

At the request of the Debtors or the Clerk's Office, Poorman
will:

    A. prepare and serve required notices in these Chapter 11
       cases, including:

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

        ii. Notice of the claims bar date;

       iii. Notice of objections to claims;

        iv. Notice of any hearings on a disclosure statement and
            confirmation of a plan of reorganization; and

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

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

    C. maintain copies of all proofs of claim and proofs of
       interest filed;

    D. maintain official claims registers, including, among
       other things, these information for each proof of claim
       or proof of interest:

         i. the applicable Debtor;

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

       iii. the date received;

        iv. the claim number assigned; and

         v. the asserted amount and classification of the claim;

    E. implement necessary security measures to ensure the
       completeness and integrity of the claims registers;

    F. transmit to the Clerk's Office on a weekly basis a
       compact disk containing the updated claims register and
       the pdf images for each proof of claim;

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

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

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

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

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

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

    M. provide any other claims processing, noticing and data
       management as may be requested from time to time by the
       Debtors; and

    N. except for proofs of claim, and the creditor matrix which
       will be in text format and filed electronically, all
       documents required to be filed by Poorman, will be
       prepared in pdf format.

In addition, the Debtors seek to employ Poorman to assist them
with, among other things:

    A. the collection and data management of the schedule of
       assets and liability information;

    B. the reconciliation and resolution of claims, and

    C. the preparation, mailing and tabulation of ballots for
       the purpose of voting to accept or reject any plans of
       reorganization proposed by the Debtors in these cases.

The compensation arrangement provided for in the Poorman Agreement
is consistent with and typical of arrangements entered into by
Poorman and other such firms with respect to rendering similar
services for clients like the Debtors.  Details of this
compensation have yet to be disclosed to the Court.  The Debtors
will pay Poorman fees and expenses upon the submission of monthly
invoices by Poorman summarizing, in reasonable detail, the
services for which compensation is sought.  The Debtors submit
that the compensation to be paid to Poorman is reasonable in light
of the services to be performed.  (Leap Wireless Bankruptcy News,
Issue No. 6; Bankruptcy Creditors' Service, Inc., 609/392-0900)


LEVI STRAUSS: Names Pat House to Company's Board of Directors
-------------------------------------------------------------
Levi Strauss & Co., elected Pat House, vice chair of Siebel
Systems, Inc., to its Board of Directors.  House, 49, co-founded
Siebel Systems in 1993 and has been instrumental in the firm's
impressive growth during the past decade. She has held a variety
of executive positions at Siebel, including executive vice
president, and was named by Fortune magazine as one of "The Most
Powerful Women in Business" in 2000.

"I'm thrilled to welcome a leader of such high caliber to our
Board," said LS&CO.'s chairman Bob Haas. "Pat has an exceptional
track record. She is a superb marketer with an extensive business
background and can provide us with critical insights as we
transform and grow the company. I look forward to working with her
and to the valuable contributions she will make to our Board
deliberations."

House has held managerial and executive positions at Verbatim
Corporation, Oracle Corporation and Frame Technology Corporation.
She is a guest professor at Stanford University and the co-author
of the business best seller, "Cyber Rules," published by
Doubleday.

"There aren't many companies that are 150 years old and have such
an excellent reputation for doing business distinctively and
responsibly. I am excited about the opportunity to help build the
company's brands with its leadership team and Board members,"
House said.

House graduated from Western Michigan University with a B.A. in
Education.

Levi Strauss & Co., whose May 25, 2003 balance sheet shows a total
shareholders' equity deficit of about $1 billion -- is one of the
world's largest brand-name apparel marketers with 2002 sales of
$4.1 billion. The company manufactures and markets branded jeans
and casual sportswear under the Levi's(R), Dockers(R) and Levi
Strauss Signature(TM) brands.


LNR PROPERTY: Will Be Paying Quarterly Cash Dividends on Aug. 20
----------------------------------------------------------------
LNR Property Corporation (NYSE: LNR) declared a quarterly cash
dividend of $0.0125 per common share and $0.01125 per Class B
common share.  Both dividends are payable on August 20, 2003 to
shareholders of record at the close of business on August 5, 2003.

LNR has approximately 29.6 million shares outstanding, 19.8
million of which are common stock and 9.8 million are Class B
common stock.

LNR Property Corporation is a real estate investment, finance and
management company.

As reported in Troubled Company Reporter's Thursday Edition, Fitch
Ratings assigned a 'BB-' rating to LNR Property Corp's $350
million ten year 7.625% senior subordinated notes. The notes have
a final maturity of July 15, 2013 and are pari passu with LNR's
existing senior subordinated debt. The Rating Outlook is Stable.
Partial proceeds from the transaction will be used to fully
refinance LNR's $200 million of 9.375% senior subordinated notes
due in 2008.


MALDEN MILLS: Expecting to Emerge from Chapter 11 on August 26
--------------------------------------------------------------
Polartec maker Malden Mills Industries Inc. said it expects to
emerge successfully from bankruptcy-court protection on Aug. 26
after nearly two years of restructuring, Reuters reported. Malden
Mills' chapter 11 reorganization plan has the support of a
creditor group led by General Electric Co.'s finance arm, GE
Capital. A confirmation hearing on the plan is set for Aug. 14.
The plan is expected to take effect on Aug. 26, Malden Mills
spokesman David Costello said.

A fire in 1995 led to the company's bankruptcy filing in Nov. 2001
as higher debt and a sales shortfall limited its cash flow.
Insurance did not cover the entire cost of building a $400 million
plant in Lawrence, Mass., leaving the company with about 25
percent of the bill, reported the newswire. (ABI World, July 1,
2003)


MASSEY ENERGY: Closes Short-Term Credit Facilities Refinancing
--------------------------------------------------------------
Massey Energy Company (NYSE: MEE) completed the replacement of its
short-term credit facilities. The Company completed the
refinancing with the execution of a $355 million secured financing
package.  The package consists of a $105 million revolving multi-
year credit facility maturing on January 1, 2007 and a 5-year $250
million term loan with an early maturity date of January 1, 2007
if the Company's existing 6.95% Senior Notes are not refinanced by
that date.  Earlier, on May 29, 2003, the Company took the first
step in this refinancing when it issued $132 million of 4.75%
convertible notes in a private placement, the proceeds of which
were used to repay outstanding borrowings and to reduce
commitments under its existing revolving credit facilities.

"We are pleased to meet our goal of completing this refinancing
well ahead of the expiration of our existing facilities," said Don
L. Blankenship, Massey CEO and Chairman.  "The structure of the
refinancing has enabled the Company to raise more than initially
planned and has increased our liquidity position and letters of
credit capacity to our targeted objectives."

A portion of the proceeds from the sale of the convertible notes
and the term loan were used to repay all outstanding amounts under
both the previously existing revolving credit facilities and the
Company's accounts receivable securitization program. The term
loan interest rate is set at LIBOR plus 3.5%. There are currently
no borrowings under the new revolving credit facility, which will
initially bear interest at LIBOR plus 2.5%.  The currently
untapped accounts receivable securitization program remains in
place as a source of up to $80 million of additional liquidity.

The Company plans to issue its second quarter earnings press
release with further information about its financial results after
the market closes on Wednesday, July 30, 2003 and to hold its
conference call and live webcast at 11:00 a.m. on Thursday,
July 31.  The call can be accessed by going to the Investor
Relations page on http://www.masseyenergyco.com

Massey Energy Company, headquartered in Richmond, Virginia, is the
fourth largest coal company in the United States based on produced
coal revenue.

As previously reported in Troubled Company Reporter, Standard &
Poor's Ratings Services revised its outlook on coal producer
Massey Energy Co., to negative from developing based on
refinancing concerns.

Standard & Poor's also assigned its 'B+' rating to Massey's new
$100 million convertible senior notes due 2023.

Standard & Poor's also affirmed its 'BB' corporate credit rating
on the Richmond, Va.-based company. Total outstanding debt at
March 31, 2003, was $589 million.


METALS USA: Asks Court to Approve LTV-Contrarian Stipulation
------------------------------------------------------------
LTV Steel Company, Inc. filed a $6,021,173.81 claim in Metals USA,
Inc., and debtor-affiliates' Chapter 11 cases.  By notice dated
October 9, 2002, Contrarian Capital Trade Claims, L.P. became the
transferee of all rights, title and interest in the LTV Claim.

Johnathan C. Bolton, Esq., at Fulbright & Jaworski LLP, in
Houston, Texas, recounts that on February 24, 2003, the Debtors
objected to the LTV Claim because it was excessive.  In addition,
LTV owed the Debtors $105,155.62 prepetition.

In a Court-approved stipulation, Contrarian, LTV and the Debtors
agreed that Contrarian, as holder of the LTV Claim, will have an
Allowed Class 4 General Unsecured Claim against the Debtors for
$4,867,747.  The parties further stipulated that all other claims
of LTV and Contrarian against the Debtors are disallowed in their
entirety. (Metals USA Bankruptcy News, Issue No. 33; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


MINERS FUEL CO.: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Lead Debtor: Miners Fuel Company Inc.
             Route 209 and Interstate 81
             Tremont, Pennsylvania 17918

Bankruptcy Case No.: 03-53104

Debtor affiliates filing separate chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Miners Environmental Inc.                  03-53149
        Miners Oil Company                         03-53148

Type of Business: The Miners Entities operate a long haul solid
                  waste transporting business, a fuel oil supply
                  business and a specialty waste company in
                  Pennsylvania and New Jersey.

Chapter 11 Petition Date: June 27, 2003

Court: Middle District of Pennsylvania (Wilkes-Barre)

Judge: John J. Thomas

Debtors' Counsel: Michael Fiorillo, Esq
                  Fiorillo Law Office
                  RT 209 P.O. BOX 268
                  Tremont, Pennsylvania 17981
                  Tel: 570 695-3663

                             Estimated Assets:  Estimated Debts:
                             -----------------  ----------------
Miners Environmental         $100K to $500K     $50K to $100K
Miners Oil                   $1MM to $10MM      $1MM to $10MM


MIRANT CORP: Completes Sale of Canadian Contracts to Cargill
------------------------------------------------------------
Cargill Limited has completed the acquisition of Mirant's
(NYSE:MIR) Canadian natural gas aggregator services contracts, a
significant portion of its natural gas transportation contracts
and a portion of its storage contracts.  The sale was originally
announced on May 1, 2003.

"We are very excited about the opportunities we now have to
strengthen relationships with Canadian natural gas producers and
to provide a broader range of risk management solutions to
producers and consumers in the North American natural gas market,"
said David Gabriel, president, Cargill Power & Gas Markets.

"This transaction is the latest of several that are expected to
allow Mirant to reduce its collateral obligations by more than
$200 million over time," said Rick Pershing, executive vice
president, Mirant.  "With this transaction, we move closer to
achieving our goal of reducing collateral obligations to $500
million by the end of the year."

The acquired contracts represent 380 million cubic feet per day of
natural gas transportation assets and approximately 1.3 billion
cubic feet of natural gas storage, as well as Mirant's "netback
pool."  The netback pool is the portion of the natural gas
marketing contracts that market the aggregate supply of natural
gas from over 500 Canadian natural gas producers associated with
the former TransCanada pool business.

Cargill also will assume the management services agreements to
operate the aggregator businesses of Pan-Alberta Gas Ltd.,
Northwest Pacific Energy Marketing Inc. and CanWest Gas Supply,
Inc.

Cargill Limited is one of Canada's largest agricultural
merchandisers and processors with interests in meat, egg, malt and
oilseed processing, livestock feed, salt and fertilizer
manufacturing, as well as crop input products, grain handling and
merchandizing.  The company employs approximately 5,000 across
Canada. Cargill Limited is a subsidiary of Cargill, Incorporated
-- http://www.cargill.com-- headquartered in Minneapolis.
Cargill provides distinctive customer solutions in supply chain
management, food applications, and health and nutrition.  Visit
Cargill Limited at http://www.cargill.ca

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.  Mirant operates an integrated asset
management and energy marketing organization from our headquarters
in Atlanta.  A complete list of its assets is available at
http://www.mirant.com

As reported in Troubled Company Reporter's Tuesday Edition, Mirant
was 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.


MOHEGAN TRIBAL: Extends Tender Offer for 8.75% Notes to Tuesday
---------------------------------------------------------------
As previously announced on June 19, 2003, the Mohegan Tribal
Gaming Authority commenced a cash tender offer and consent
solicitation for any and all of its $300,000,000 aggregate
principal amount of 8.75% Senior Subordinated Notes due 2009. The
consent solicitation described in the Offer to Purchase and
Consent Solicitation Statement and the accompanying Letter of
Transmittal and Consent, dated June 19, 2003, expired at 5 p.m.,
New York City time, on Monday, June 30, 2003, and the expiration
date for the Offer is midnight, New York City time, July 17, 2003.

The Authority announced that, in connection with the Offer, it has
received consents sufficient to amend the indenture governing the
Notes as described in the Tender Offer Documents.  The
supplemental indenture incorporating these amendments has been
executed, and the amendments will become operative when the
tendered Notes are accepted for payment.  As of noon (EDT) July 2,
2003, holders of the Notes have tendered $273,175,000 aggregate
principal amount of the Notes (approximately 91% of the total
issued and outstanding principal amount).

The Authority is extending the period of time in which holders of
the Notes may tender their Notes and receive the Total
Consideration (as defined in the Tender Offer Documents) of
$1,077.50 per $1,000 principal amount of Notes until 5:00 p.m.,
New York City time, Tuesday, July 8, 2003.  The Expiration Date
and all other terms of the Offer, as described in the Tender Offer
Documents, remain unchanged.  It is expected that payment for all
Notes validly tendered on or prior to 5:00 p.m., New York City
time, on July 8, 2003, will be made on July 9, 2003.

The Authority is an instrumentality of the Mohegan Tribe of
Indians of Connecticut, a federally recognized Indian tribe with
an approximately 405-acre reservation situated in southeastern
Connecticut, which has been granted the exclusive power to conduct
and regulate gaming activities on the existing reservation of the
Tribe located near Uncasville, Connecticut, including the
operation of the Mohegan Sun, a gaming and entertainment complex
that is situated on a 240-acre site on the Tribe's reservation.

The Tribe's gaming operation is one of only two legally authorized
gaming operations in New England offering traditional slot
machines and table games. Mohegan Sun currently operates in an
approximately 3.0 million square foot facility, which includes the
Casino of the Earth, Casino of the Sky, the Shops at Mohegan Sun,
a 10,000-seat Arena, a 300-seat Cabaret, meeting and convention
space and an approximately 1,200-room luxury hotel. More
information about Mohegan Sun and the Authority can be obtained by
visiting http://www.mohegansun.com

As previously reported, Standard & Poor's Ratings Services
assigned its 'BB-' rating to the Mohegan Tribal Gaming Authority's
proposed $330 million senior subordinated notes due July 15, 2009.
Proceeds from this offering will be used to refinance the
outstanding 8.75% $300 million senior subordinated notes due 2009
and to pay fees and expenses associated with the repayment.

Concurrently, Standard & Poor's revised its outlook for MTGA to
stable from negative, while affirming its 'BB+' corporate credit
rating.  At June 30, 2003, pro forma for the sale of the proposed
notes, total debt outstanding is expected to be approximately $1.1
billion.


MTS/TOWER RECORDS: Sr. Lenders Agree to Extend Forbearance Pacts
----------------------------------------------------------------
On June 10, 2003, MTS, Incorporated received an extended
forbearance agreement from the senior lenders under its credit
facility agented by The CIT Group/Business Credit, Inc., pursuant
to which such senior lenders have agreed not to exercise their
default rights relating to defaults arising from the Company's
failure to make the interest payment on the Company's 9-3/8%
senior subordinated notes that was due on May 1, 2003.

In connection with the forbearance agreement, the Company and such
senior lenders amended the CIT credit facility to provide for
additional covenants relating to the Company's operations and
capital structure. The forbearance period will terminate on
September 30, 2003 (or earlier, upon any new event of default
under the CIT credit facility), unless it is extended by agreement
of such lenders or by that date there has occurred a restructuring
of the Notes or a sale or merger of the Company that provides for
the payment of all obligations under the CIT credit facility, in
either case on terms reasonably acceptable to the Agent.

MTS, the #2 US specialty retailer of music (after Musicland), owns
and franchises more than 180 stores in 10 countries around the
world. Its Tower stores offer a wide selection of music, books,
and videos. MTS also runs WOW! stores (a joint venture with
electronics retailer The Good Guys) and publishes several free
music magazines. Facing stiff competition from discounters and
online retailers, MTS is continuing overseas expansion
(international operations -- including more than 40 stores in
Japan -- account for about 40% of sales). Founder and chairman
Russell Solomon, a high-school dropout, and his son and CEO
Michael, own 99% of MTS.


MUSEUM CO: Taps Great American to Conduct GOB Sales at 48 Stores
----------------------------------------------------------------
Great American Group, one of the nation's leading asset management
firms, has launched going-out-of-business sales for 48 Museum
Company stores across the country.

The sale began Wednesday, June 25, 2003 and is expected to run 8-
10 weeks. An estimated $15 million of inventory will be liquidated
during the sale period. Customers will be able to take advantage
of great discounts off apparel, home accents, jewelry,
accessories, science and exploration, books and media,
collectibles, games and toys, stationery, and various unique gift
items.

"We are extremely pleased to assist The Museum Company in closing
their remaining stores. Their confidence in our ability to help
implement their store-closings is a compliment to Great American
Group's long-standing reputation as the country's premier asset
disposition firm," stated Brian Yellen, Vice President of Great
American Group.

Great American Group provides financial services to North
America's most successful retailers, distributors, and
manufacturers. Their well-established services center on turning
excess assets into immediate cash through strategic store closings
and wholesale and industrial liquidations and auctions. In the
past several years, they have converted over $16 billion of
problem inventories into cash. With over 30 years of liquidation
experience, Great American Group has successfully completed over
1,000 transactions. Headquartered in Los Angeles, Great American
Group also has offices in Chicago, Boston, New York, and Atlanta.
For more information, please visit the Great American Group Web
site at http://www.greatamerican.com

The Museum Company, a national retailer of museum-related gifts
and other items, filed for Chapter 11 reorganization on
January 10, 2002, in the U.S. Bankruptcy Court for the Southern
District of New York (Manhattan) (Bankr. Case No. 02-10116).


NORTHWESTERN CAPITAL: S&P Downgrades Preferreds Ratings to D
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Northwestern Corp., affiliate Northwestern Capital Financing I's
$32.5 million 8.125% trust preferred stock due 2025, its $55
million 7.2% trust preferred stock due 2038, and affiliate Montana
Power Capital I's $65 million 8.45% trust preferred stock due 2036
to 'D' from 'C', and removed the issue ratings from CreditWatch
with negative implications.

The 'B' corporate credit rating on Northwestern remains on
CreditWatch with negative implications.

The rating action is the result of the company's failure to make
dividend payments on these preferred stock issues.

The Sioux Falls, South Dakota-based company has about $1.7 billion
in debt and $370 million in preferred stock outstanding.

The Northwestern Capital Funding I and Montana Power Capital I
preferred stock issues are the next in the series of several trust
preferred securities that the company intends to defer dividends
on as previously announcement by the company's board of directors
on May 23, 2003. The company has one trust preferred issue
remaining that has not defaulted, which will maintain the current
'C' rating until its dividend payments are also deferred. Deferral
of the dividend on the remaining issue is expected for
July 15, 2003.

The company has the right to defer dividends up to 20 consecutive
quarters under the preferred stock covenants. The preferred stock
holders must be made current on or before the end of the twentieth
quarter.


NTELOS INC: Virginia Court Approves Disclosure Statement
--------------------------------------------------------
NTELOS Inc. announced that the United States Bankruptcy Court for
the Eastern District of Virginia approved the company's Disclosure
Statement, which provides details regarding the company's Joint
Plan of Reorganization. The Court's approval of the Disclosure
Statement dated July 1, 2003 allows NTELOS to commence soliciting
votes for confirmation of its Joint Plan of Reorganization.

NTELOS believes that its Joint Plan of Reorganization is
consistent with the Plan Support Agreement the company has entered
into with a majority of its bank lenders. In addition, the
official committee of unsecured creditors has issued a letter to
the company's unsecured creditors supporting confirmation of the
company's Joint Plan of Reorganization and encouraging unsecured
creditors to vote to accept the Plan.

The Disclosure Statement and ballots are expected to be mailed on
or about July 7, 2003, with a deadline for returning completed
ballots of August 1, 2003. The Court's confirmation hearing is
expected to be held on August 11, 2003.

James Quarforth, Chief Executive Officer of NTELOS, said, "We are
very pleased with the Court's approval of our Disclosure
Statement, which both underscores the progress we have made in the
Chapter 11 process and paves the way toward emergence for our
company. The support of our creditors' committee and bank lenders
for our proposed Joint Plan of Reorganization gives us confidence
in a favorable and expedient conclusion to our reorganization
process. Although we must await the outcome of the vote and the
Court's ruling at the confirmation hearing, we are optimistic that
the company is on track to emerge from bankruptcy in the third
quarter of 2003."

The Joint Plan of Reorganization is subject to, among other
things, a vote of the various classes of constituents,
confirmation by the Court, the new investment by certain of the
company's senior noteholders and access to an exit financing
credit facility, as described in the company's Disclosure
Statement.

NTELOS and certain of its subsidiaries voluntarily filed for
reorganization under Chapter 11 of the U.S. Bankruptcy Code on
March 4, 2003 in order to complete development and implementation
of a comprehensive financial restructuring plan that would
significantly reduce the company's debt.

The full text of the Disclosure Statement and the Joint Plan of
Reorganization, each dated July 1, 2003, are available on the
company's Web site at http://www.ntelos.com

NTELOS Inc. (OTC Bulletin Board: NTLOQ) is an integrated
communications provider with headquarters in Waynesboro, Virginia.
NTELOS provides products and services to customers in Virginia,
West Virginia, Kentucky, Tennessee and North Carolina, including
wireless digital PCS, dial-up Internet access, high- speed DSL
(high-speed Internet access), and local and long distance
telephone services. Detailed information about NTELOS is available
online at http://www.ntelos.com


NUWAY MEDICAL: Receives Second Installment of Augustine II Loan
---------------------------------------------------------------
NuWay Medical, Inc. (OTC: NMED) has received the $100,000 second
installment of its loan from Augustine II, LLC.  On June 13, 2003,
Augustine II agreed to loan the Company a total of $420,000 and,
on that date, made the first installment of $250,000.  Augustine
II has agreed to extend to the Company the $70,000 balance of the
loan by August 1, 2003.

Commenting on Augustine's investment, Dennis Calvert, NuWay's CEO
and President, said, "Augustine and its affiliates have, over the
past few years, made significant investments in NuWay.  These
investments, most of which were made prior to current management
taking office, have declined in value.  We view Augustine's
willingness to invest additional funds at this point as a vote of
confidence in current management and in our revamped business
plan."

Principal and interest (at an annual rate of 10%) on the loan are
due in full on February 29, 2004, subject to certain requirements
that the Company make mandatory prepayments of the loan from the
proceeds of any asset sales outside of the ordinary course of
business and, on a quarterly basis, from positive cash flow.  In
addition, the Company may prepay all or any portion of the loan at
any time without premium or penalty.  As additional consideration
for agreeing to extend to the Company the $420,000 loan, Augustine
received five-year warrants to purchase up to 6,158,381 shares of
the Company's common stock at an exercise price of $.16 per share.

As security for the loan, New Millennium (an affiliate of Mr.
Calvert) has pledged 2,500,000 shares of the Company's common
stock owned by New Millennium and the Company has granted
Augustine a security interest in the Company's ownership interest
in its subsidiary, NuWay Sports, LLC.

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

                          *    *     *

                  LIQUIDITY AND CAPITAL RESOURCES

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

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

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


ON SEMICONDUCTOR: Will Publish Second-Quarter Results on July 30
----------------------------------------------------------------
ON Semiconductor Corp. (Nasdaq: ONNN) plans to announce its
financial results for the second quarter ending July 4, 2003,
after the market closes on Wednesday, July 30.

The company will host a conference call at 5 p.m. Eastern time
(EDT) following the release of its financial results. Investors
and interested parties can access the conference call in the
following manner:

-- Through a webcast of the conference call via the Investors
   section of the company's Web site at http://www.onsemi.com The
   re-broadcast of the call will be available at this site
   approximately one hour following the live broadcast and will
   continue through Aug. 6.

-- Through a telephone call by dialing 712/257-2272. To access the
   conference, callers must use the pass code "ON Semiconductor"
   when prompted by the call-in service. The company will provide
   a dial-in replay approximately one hour following the live
   broadcast that will continue through Aug. 6. The dial-in replay
   number is 402/220-9695.

ON Semiconductor offers an extensive portfolio of power and data
management semiconductors and standard semiconductor components
that address the design needs of today's sophisticated electronic
products, appliances and automobiles. For more information, visit
ON Semiconductor's Web site at http://www.onsemi.com

As reported in Troubled Company Reporter's February 19, 2003
edition, Standard & Poor's assigned its 'B' rating to ON
Semiconductor Corp.'s (B/Negative/--) $200 million of Rule 144a
senior secured notes due 2010.


ORBITAL SCIENCES: Fitch Withdraws Lower-B Level Debt Ratings
------------------------------------------------------------
Fitch Ratings affirms Orbital Sciences Corporation's 'B+' senior
secured credit facility rating and 'B' second priority secured
notes rating, and simultaneously withdraws the ratings.


OWENS-ILLINOIS: CEO Joseph Lemieux Plans to Retire by Year-End
--------------------------------------------------------------
The Board of Directors of Owens-Illinois, Inc. (NYSE: OI),
announced that Joseph H. Lemieux, the current Chairman and Chief
Executive Officer, has advised them of his plans to retire
effective December 31, 2003.  As a result, the Board of Directors
has initiated a search for Mr. Lemieux's successor.  To assist
with the mission of finding a new CEO, the board has retained
Heidrick & Struggles, an international executive search firm,
which will review appropriate internal and external candidates.

Mr. Lemieux, 72, is a 46-year veteran of the Company.  He became
chief executive officer in 1990 and Chairman of the Board of
Directors in 1991.

Owens-Illinois is the largest manufacturer of glass containers in
North America, South America, Australia and New Zealand, and one
of the largest in Europe.  O-I also is a worldwide manufacturer of
plastics packaging with operations in North America, South
America, Europe, Australia and New Zealand. Plastics packaging
products manufactured by O-I include consumer products (blow
molded containers, injection molded closures and dispensing
systems) and prescription containers.

As reported in Troubled Company Reporter's April 25, 2003 edition,
Fitch Ratings assigned a 'BB' rating to Owens-Illinois' (NYSE:
OI) $450 million senior secured notes and a 'B+' rating to its
$350 million senior notes offered in a private placement. The
senior secured notes are due 2011 and the senior notes are due
2013. The Rating Outlook remains Negative.

The rating and Outlook incorporate OI's high leverage position,
refinancing requirements, and asbestos exposure. Total debt
outstanding was $5.3 billion at year-end. OI has retained high
leverage as a result of a number of meaningful acquisitions as
well as high levels of asbestos payments. The backlog of cases and
associated cash outflows continue to trend down (OI spent $221.1
million in asbestos-related payments in 2002, a 10% decline from
2001) and management anticipates asbestos payments will fall
moderately over the next couple of years. OI's bank debt was paid
down to $3 billion in January 2002 and was further reduced with
the additional issuance of senior secured notes offered in
November and December 2002. After the transactions, approximately
$1.3 billion of bank debt, $2.1 billion of senior secured notes
and $1.4 billion of senior notes are outstanding.


PAC-WEST: Settles $6.8 Mill. Claims and Disputes with SBC Calif.
----------------------------------------------------------------
Pac-West Telecomm, Inc. (Nasdaq: PACW), a provider of integrated
communications services to service providers and business
customers in the western U.S., announced the signing of a
Settlement Agreement for $6.8 million in claims and disputes with
SBC California.

On June 27, 2003, Pac-West entered into a Settlement Agreement
with SBC California regarding various disputes between the parties
for charges billed in prior periods through June 1, 2003. Under
the terms of the Settlement Agreement, SBC California agreed to
pay Pac-West $6.8 million.

In an unrelated matter, Ravi Brar, Pac-West's CFO, commented, "On
June 26, 2003, we appeared before a Nasdaq Listing Qualifications
Panel to present the company's plan for regaining compliance with
Nasdaq's minimum bid price requirement and request additional time
to do so. We currently anticipate receiving a decision from the
Panel in the next several weeks, which should provide guidance on
the company's plan for regaining compliance and a timeframe for
doing so. However, our investors should be aware that there can be
no assurances that the Panel will accept the company's plan for
regaining compliance or grant the company additional time to do
so. We will make public the relevant details of the Panel's
decision as well as our response, if any, as soon as reasonably
practicable following receipt of the decision."

Founded in 1980, Pac-West Telecomm, Inc., is one of the largest
competitive local exchange carriers headquartered in California.
Pac-West's network carries over 100 million minutes of voice and
data traffic per day, and an estimated 20% of the dial-up Internet
traffic in California. In addition to California, Pac-West has
operations in Nevada, Washington, Arizona, and Oregon. For more
information, visit Pac-West's Web site at http://www.pacwest.com

                          *  *  *

As reported in Troubled Company Reporter's May 1, 2003 edition,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Stockton, Calif.-based competitive local exchange
carrier Pac-West Telecomm Inc. to 'D' from 'CC'. The rating on
the 13.5% senior notes due 2009 has been lowered to 'D' from
'C'.

S&P explained, "Given the company's significant dependence on
reciprocal compensation (the rates of which the company expects to
further decline in 2003) and its limited liquidity, Pac-West will
likely find the implementation of its business plan continue to be
challenging."


PACIFIC SAFETY: Arranges $4.5 Million Debt Financing with RoyNat
----------------------------------------------------------------
Pacific Safety Products Inc. (PSP: TSX Venture Exchange) has
closed debt facilities with RoyNat Capital totaling $4.5 million.

As part of the financing RoyNat Capital has extended the Company a
10-year conventional term debt facility of $2.5 million, of which
$2.0 million was drawn on closing. This facility replaces a
mortgage facility extended previously by RoyNat on which
approximately $1.6 million remained outstanding on June 30, 2003.
It is also intended to eliminate at least $100,000 of other term
debt.

Consequently, PSP will have access to approximately an additional
$800,000 in capital to fund the growth of its business from this
mortgage facility. The $500,000 that was not immediately drawn
will be used to fund future capital expenditures, including
equipment required to manufacture PSP's newest product,
O2B.O.S.S.(TM)., a unique patented medical oxygen securing system
designed to safely store and transport oxygen cylinders in
emergency vehicles. The interest rate on this mortgage is RoyNat's
base lending rate, currently 3.78%, plus 2.75% with an option to
convert to a fixed rate. This is an improvement over the current
term debt which had interest rates ranging from 6.75% to 8.9%.

In addition, RoyNat Capital has extended the Company a 5-year
subordinated debt facility of $2.0 million, which was fully drawn
on closing. Virtually all of this capital will be employed to fund
growth of PSP's business. The subordinated debt facility has a
current interest coupon of 14% per annum payable monthly and a
deferred interest coupon of 4% per annum with an option to pay
this interest annually. In addition, the facility has a bonus
option calculated at 20% of Earnings before Interest, Taxes,
Depreciation and Amortization (EBITDA) calculated on an average of
the best two years over the five year period. There is no equity
component and the funds are intended to provide working capital.

"We are delighted to have secured the increased interest and
financial support of RoyNat", stated Brad Field, CEO. "The new
subordinated debt facility, along with the renewed and increased
conventional debt facility, will provide PSP with the first
significant injection of growth capital since our initial public
offering in 1995. An additional benefit of these facilities is
that they are non-dilutive to the Company's shareholders, meaning
that most of the financial benefits of PSP's anticipated growth
will still accrue to the existing shareholders. PSP is now in a
position to take advantage of certain opportunities that we have
had to put on hold due to capital constraints. The entire
management team is excited by the opportunity this new capital
represents."

"Readers of our financial statements will have noted that PSP has
been offside certain of its debt covenants with our operating
lender for some time", added Shawn VanderMeer, CFO. "In addition
to the benefits outlined by Mr. Field, this financing will bring
the Company onside with all of our covenants with all lenders,
providing additional security to all of our key constituents and
financial partners. While some of the covenants are more technical
in nature, we believe that eliminating any uncertainty involving
our credit facilities is prudent and in the best interests for the
Company."

"RoyNat and PSP have a history of working well together", stated
Derek Strong of RoyNat Capital. "We are pleased to have the
opportunity to back PSP in their growth initiatives by completing
the funding and being 'More than Money'. PSP is in an exciting
stage of its development and we believe this additional capital
and the structure provided will be to everyone's benefit."

Pacific Safety Products Inc.'s mission is "... we bring everyday
heroes home safely(TM)". PSP is an established industry leader in
the production, distribution and sale of high performance safety
products such as: ballistic, stab and fragment protection vests;
bomb and land mine retrieval suits; tactical clothing; emergency
medical kits and rescue equipment; and flame resistant and
industrial clothing. The Company strives to provide effective
protective solutions for its customers by seeking out the latest
technologies to serve their needs.

Founded in 1984, PSP has grown to include more than 130 employees
at three Canadian facilities in Kelowna, British Columbia;
Brampton, Ontario; and Arnprior, Ontario. These facilities are
equipped with complete design, production and research
capabilities with the Kelowna facility possessing one of the most
advanced ballistic research labs in North America. PSP is a well-
established manufacturer of a number of safety related product
lines under the labels Pacific Emergency Products(R), PROTECTED by
PSP(TM) FIREWALL(TM) and EXPLOSAFE(R).

In light of the sensitive nature of its products and customers,
PSP may not disclose all information regarding end-users,
government agencies or countries purchasing its products. It
continues to be PSP's corporate policy to conduct business only
with recognized domestic law enforcement, military and government
agencies and foreign agencies that are approved by the Canadian
Department of Foreign Affairs and International Trade.

RoyNat Capital has been providing unique financial solutions to
businesses since 1962. It is a leading term debt, sub and
mezzanine-debt and equity finance provider with over 1300 clients
and a wholly owned subsidiary of The Scotiabank. RoyNat Capital
manages a portfolio in excess of $2 billion including a mezzanine
and equity portfolio of $300 million from offices in Canada and
the United States. RoyNat Capital believes in the growth of
successful businesses through innovative, creative solutions.
RoyNat Capital specializes in providing a full range of financing
services for enterprises with revenues in the $5-$200 million
range. It provides businesses with funds for acquiring fixed
assets, refinancing existing borrowings, working capital, buyouts
and acquisitions and business transitions. RoyNat Capital provides
clients with various solutions that include; equity, subordinated
debt and term debt needs, as well as mezzanine financing, and
business advisory services. It has an extensive network, broad
industry knowledge, corporate finance advisory services and
contacts within North America's financial communities, which
allows it to quickly identify business opportunities and put in
place strategies that will help businesses achieve their vision of
success.


PACKAGED ICE: Launches Tender Offer for 9-3/4% Senior Notes
-----------------------------------------------------------
Packaged Ice, Inc. (Amex: ICY) is commencing a cash tender offer
relating to all of its $255.0 million aggregate principal amount
outstanding 9-3/4% Series A Senior Notes Due 2005 and 9-3/4%
Series B Senior Notes Due 2005 (CUSIP Number 695148 AL 0).

In conjunction with the tender offer, Packaged Ice is also
soliciting consents to adopt proposed amendments to the indenture
under which the Notes were issued that would eliminate
substantially all restrictive covenants and certain event of
default provisions. The tender offer and consent solicitation are
being made upon the terms and subject to conditions set forth in
Packaged Ice's Offer to Purchase and Consent Solicitation
Statement dated July 2, 2003.

The total consideration for Notes tendered and accepted for
purchase pursuant to the Offer is $1,025.63 per $1,000 principal
amount of the Notes. Each tendering holder will also receive
accrued and unpaid interest up to, but not including, the date of
payment for such Notes accepted for purchase. Included in the
Total Consideration is a consent payment for each holder who
validly consents to the proposed amendments on or prior to the
Consent Expiration Date in the amount of $1.25 per $1,000
principal amount of Notes. The Total Consideration, including the
Consent Payment will be made on the Payment Date if, but only if,
such holder's Notes are accepted for purchase pursuant to the
terms of the Offer.

The solicitation of consents will expire at 5:00 p.m., New York
City time, on July 16, 2003, unless extended. The Offer will
expire at 5:00 p.m., New York City time, on July 31, 2003, unless
extended (such time and date, as the same may be extended, the
"Tender Offer Expiration Date"). Holders who desire to tender
their Notes pursuant to the Offer and receive the Tender Offer
Consideration and the Consent Payment, plus accrued and unpaid
interest up to, but not including, the Payment Date, are required
to consent to the proposed amendments on or prior to the Consent
Expiration Date. Holders who tender their Notes after the Consent
Expiration Date but on or prior to the Tender Offer Expiration
Date will receive only the relevant Tender Offer Consideration,
which does not include the Consent Payment, plus accrued and
unpaid interest up to, but not including, the Payment Date.

On May 12, 2002, Packaged Ice entered into an agreement and plan
of merger with CAC Holdings Corp. and Cube Acquisition Corp.
pursuant to which Cube will be merged with Packaged Ice, subject
to the approval of Packaged Ice's shareholders and the
satisfaction of various other conditions, with Packaged Ice
surviving the Merger and continuing as a wholly-owned subsidiary
of CAC. CAC and Cube were jointly formed by Trimaran Fund
Management, L.L.C. and Bear Stearns Merchant Banking for purposes
of completing the Merger.

In order to finance the Merger and the Total Consideration, it is
expected that Trimaran and Bear will make a cash equity
contribution to CAC and that Packaged Ice will obtain additional
funds through borrowings under a new credit facility and through
the issuance of a new series of senior subordinated notes through
a private placement under Rule 144A of the Securities Act of 1933,
as amended, and/or a senior subordinated bridge loan. The tender
offer and consent solicitation are conditioned upon the
consummation of the Merger and the receipt of adequate financing.
If the Merger is not consummated or adequate financing is not
available to fund the Total Consideration, Packaged Ice will not
be required to complete the tender offer and consent solicitation.

Packaged Ice is the largest manufacturer and distributor of
packaged ice in the United States. With over 1,700 employees, the
Company sells its products primarily under the widely known Reddy
Ice brand to more than 73,000 locations in 31 states and the
District of Columbia. The Company provides a broad array of
product offerings in the marketplace through traditional direct
store delivery, warehouse programs, and its proprietary Ice
Factory technology. Packaged Ice serves most significant consumer
packaged goods channels of distribution, as well as restaurants,
special entertainment events, commercial users and the
agricultural sector.

As reported in Troubled Company Reporter's May 15, 2003 edition,
Standard & Poor's Ratings Services placed its 'B-' corporate
credit and senior unsecured debt ratings on Packaged Ice Inc. on
CreditWatch with developing implications.

Dallas, Texas-based Packaged Ice had about $366 million of debt
and preferred stock outstanding at March 31, 2003.


PERLE SYSTEMS: Arranges New Debt Arrangement with Royal Capital
---------------------------------------------------------------
Perle Systems Limited (OTCBB: PERL; TSE: PL), a leading provider
of networking products for Internet Protocol and e-business
access, announced a new debt arrangement.

Under this arrangement, Royal Capital Management Inc., a Toronto
based merchant bank has purchased for itself, and related parties,
all of the Company's debt, previously held by its bankers,
including term debt and operating credit lines, totaling
approximately Cdn$25,300,000. Roycap has taken over the existing
Credit Agreement formerly between the Company and its bankers.

Roycap has stated that it intends to present to the Company for
its consideration, on or before August 31, 2003, a proposed plan
to reorganize the Company's debt and capital structure. Subject to
its statutory and fiduciary duties, the Company has agreed to
consider and negotiate, in good faith, the terms of this plan. In
all likelihood, this reorganization will be significantly dilutive
to existing shareholders. The Company has also entered into a
forbearance agreement with Roycap, with respect to any current or
anticipated future defaults on the Credit Agreement, between now
and the completion of these negotiations, subject to earlier
termination in certain circumstances.

Jean Noelting, Managing Director of Royal Capital Management Inc.
stated, "This is a positive development for the company as it
provides a framework to address debt issues during the forbearance
period. We look forward to working with the company to proactively
resolve these issues. Subject to a successful reorganization,
Perle will have the capacity to take advantage of a marketplace
that is now recovering."

Joe Perle, Chief Executive Officer of Perle said, "I am looking
forward to this new arrangement with Roycap, and the opportunity
to address the issues, which have constrained the Company in the
past. Our goal remains to better serve our customers and channel
partners in the short term and into the future."

Perle Systems -- whose February 28, 2003 balance sheet shows a
total shareholders' equity deficit of about $4 million -- is a
leading developer, manufacturer and vendor of award-winning
networking products. These products are used to connect remote
users reliably and securely to central servers for a wide variety
of e-business and general business applications. Perle specializes
in Internet Protocol connectivity applications, with an increasing
focus on mid-size IP routing solutions. Product lines include
routers, remote access servers, serial/console servers, emulation
adapters, multi-port serial cards, multi-modem cards, print
servers and network controllers. Perle distinguishes itself by its
ownership of extensive networking technology, depth of experience
in major network connectivity environments and long-term channel
relationships in major world markets. Perle Systems has offices
and representative offices in 12 countries in North America, The
United Kingdom, Europe, and Asia and sells its products through
distribution channels worldwide. Its stock is traded on the OTCBB
(symbol PERL) and the Toronto Stock Exchange (symbol PL). For more
information about Perle and its products, access the Company's Web
site at http://www.perle.com


PG&E CORP: Completes Private Placement of Senior Secured Notes
--------------------------------------------------------------
PG&E Corporation (NYSE: PCG) has closed on the private placement
of $600 million of 6-7/8 percent Senior Secured Notes due 2008.
The notes were offered within the United States only to qualified
institutional investors pursuant to Rule 144A under the United
States Securities Act of 1933 and, outside the United States, only
to non-U.S. investors.

The net proceeds of the offering, together with cash on hand, were
used to pay off and terminate PG&E Corporation's existing credit
agreement, including accrued interest and prepayment premiums.

The offer and sale of the 6-7/8 percent Senior Secured Notes due
2008 have not been registered under the United States Securities
Act of 1933 or under any state securities laws and may not be
offered or sold in the United States absent registration or an
applicable exemption from registration requirements under the
Securities Act and applicable state securities laws.

PG&E Corporation is an energy-based holding company headquartered
in San Francisco. It is the parent company of Pacific Gas and
Electric Company and PG&E National Energy Group.


PHARMCHEM INC: Completes New $3.5 Mill. Credit Pact Transaction
---------------------------------------------------------------
PharmChem, Inc. (Nasdaq:PCHM) entered into a Loan and Security
Agreement with a new lender replacing its existing credit
agreement. The new Agreement provides for a revolving line of
credit of $3,500,000, permits borrowing at 80% of eligible
receivables, has a term of three years, bears interest at prime
plus 1% and requires the Company to maintain certain financial
ratios. In addition, the Agreement provides for a term loan of up
to $1.5 million which bears interest at prime plus 3% and is
repayable monthly over 36 months; the initial draw down under this
term loan facility will be $900,000.

On June 30, 2003, the Company's subordinated debt holders agreed
to an early payoff of the subordinated debt at a 50% discount. The
Company agreed to a reduction in the exercise price of the 150,000
warrants held by the subordinated debt holders from $3.00 to $0.29
(the average of the closing prices for the 30 days ending June 26,
2003). The warrants continue to expire on September 30, 2006.

As a result of the foregoing, the Company will report a gain on
the early extinguishment of debt in the third quarter of
approximately $665,000 which includes reductions for the
unamortized discount (established when the subordinated debt was
issued) and the fair value of re-pricing the warrants.

PharmChem is a leading independent laboratory providing integrated
drug testing services to corporate and governmental clients
seeking to detect and deter the use of illegal drugs. PharmChem
operates a certified forensic drug-testing laboratory in Haltom
City, Texas.

                         *    *    *

               Liquidity and Capital Resources

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

"Our continuing operations during the three-month periods ended
March 31 used cash of $612,000 and provided cash of $481,000 in
2003 and 2002, respectively. The decrease in cash flow from
operations between 2003 and 2002 reflects a larger loss from
continuing operations in 2003. Days sales outstanding at the end
of the first quarter 2003 was 58 days compared to 64 days at the
end of March 2002. Decreases in accounts payable and related
accruals in the first quarter of both years reflect the
declining business volume and ongoing cost containment measures.
As of March 31, 2003, we had $2,417,000 in unrestricted cash and
cash equivalents, and $500,000 in restricted cash. During the
three months ended March 31, 2003, we used approximately
$156,000 in cash to purchase property and equipment, principally
for information systems development.

"On July 31, 2002, the Company entered into a Second Amended and
Restated Loan and Security Agreement with its principal lender
whereby the line of credit is $4,250,000, the maturity date is
June 30, 2003, interest is at the prime rate plus one-half
percent (4.75% as of March 31, 2003), and the annual fee is
0.10% of the credit line, payable quarterly. The July 31, 2002
Agreement permits borrowings on eligible receivables up to 85%
thereof and is secured by a lien on a significant portion of our
assets. It permits up to $2,000,000 of the revolving line of
credit to be used to repurchase our common stock under our
common stock repurchase program and permits the declaration and
distribution of a dividend in connection with our stockholder
rights plan.

"As of March 31, 2003, the calculated maximum that could be
borrowed was $3,164,643 and the amount outstanding was
$3,129,147. We were in compliance with all covenants as of
March 31, 2003, except for the 2003 profitability covenant for
which we are discussing a waiver from the lender. In addition,
the Company is currently negotiating a new line of credit to
replace its existing credit agreement.

"We anticipate the existing cash balances, amounts available
under existing and future credit agreements and funds to be
generated from future operations will be sufficient to fund
operations and forecasted capital expenditures for the next
twelve months."

PharmChem Inc.'s March 31, 2003 balance sheet shows that its
total current liabilities outweighed its total current assets by
about $2 million.


PHOENIX GROUP: Files Amended Plan and Disclosure Statement
----------------------------------------------------------
The Phoenix Group Corporation (OTC Pink Sheets: PXGP) filed an
amendment to the plan of reorganization and disclosure statement
with the United States Bankruptcy Court for the Northern District
of Texas Ft. Worth Division on June 30, 2003. In that filing, the
Company articulated a plan of reorganization whereby Phoenix will
be converting debt to equity, allowing Phoenix to exit bankruptcy
with a clean balance sheet.

Commenting on this latest filing, Ron Lusk, Chairman of The
Phoenix Group, said, "This has been a long process for The Phoenix
Group and its staff, but we have persevered through numerous legal
proceedings, and we are now ready to come out of bankruptcy and
move the Company forward. Throughout the last year, we have put
our best efforts forward for our shareholders, and now they should
be in a position to benefit from our work and dedication. Once we
come out of this process, we will apply Fresh Start Accounting
principles to get current with our SEC filings. With our strategic
partners in place, we will be in a position to resume our
acquisition and growth strategy, and we will work on our plan of
attaining a full NASDAQ listing."

The Phoenix Group Corporation is a Delaware Corporation organized
in June 1988. Phoenix has predominately been engaged in providing
healthcare management and ancillary services to the long-term care
industry. Management of the Company has undertaken to implement a
strategic business plan to reposition Phoenix through new growth
initiatives involving targeted business acquisitions in the home
health care industry.


PINNACLE ENTERTAINMENT: Names Sarah Lee Tucker VP of Operations
---------------------------------------------------------------
Pinnacle Entertainment, Inc., (NYSE: PNK) has appointed Sarah Lee
Tucker as the Company's Vice President of Operations.  In that
position, Ms. Tucker will be responsible for producing strategic
plans for increasing revenues and streamlining costs.  In her
role, Sarah will work closely with the general managers of each
Pinnacle Entertainment property and the Company's Chief Operating
Officer to increase operating efficiencies and improve margins.

Ms. Tucker has extensive financial/operational analysis and
development experience in the gaming industry.  She began her
career as an internal control analyst at The Mirage in 1992, and
held various positions including Operational Evaluation Controller
at Beau Rivage Resorts in Mississippi until 1999.  From late 1999
to until now, she worked at Station Casinos in Las Vegas as the
Director of Operations Development.

"I was very fortunate to have the opportunity to work for two of
the best gaming companies in the country, Mirage Resorts and
Station Casinos," said Ms. Tucker.  "I plan to use the experience
and knowledge I gained from my previous positions to improve the
operating results at all Pinnacle properties.  I am looking
forward to working with the property general managers and helping
to raise Pinnacle to the next level."

"We welcome Sarah to our management team.  Her highly pertinent
experience should be valuable in continuing our efforts to build
revenues and improve margins," commented Daniel R. Lee, Pinnacle
Entertainment's Chairman and Chief Executive Officer.

Pinnacle Entertainment (S&P - B Corporate Credit Rating - Stable)
owns and operates seven casinos (four with hotels) in Nevada,
Mississippi, Louisiana, Indiana and Argentina, and receives lease
income from two card club casinos, both in the Los Angeles
metropolitan area. The Company is also developing a major casino
resort in Lake Charles, Louisiana, subject to continued compliance
with the conditions of the Louisiana Gaming Control Board.


POLYPHALT INC: Files Notice of Intention to Make BIA Proposal
-------------------------------------------------------------
Polyphalt Inc. has filed a "Notice of Intention to Make a
Proposal" under the Bankruptcy and Insolvency Act. The filing will
provide the Company with protection from its creditors for 30 days
(subject to extension with court approval) while it considers its
restructuring alternatives. Coincident with that filing, the
Company is engaging Deloitte & Touche Inc., to provide counsel,
identify restructuring opportunities and serve as NOI trustee
assisting the Company in realizing economic value for its
stakeholders.

In a press release issued in June 2003 the Company reported that
its key secured lender, Grandwin Holdings Limited had demanded
repayment of Grandwin's secured advances. In a subsequent press
release, the Company reported that Grandwin twice extended the
date on which payment of such secured advances was to be made.
Currently, the payments are due on or before June 28, 2003 and the
Company is not in a position to repay Grandwin at this time. On
June 30, 2002, Grandwin delivered Notices of Intention to Enforce
Security under the Bankruptcy and Insolvency Act to the Company.
The Company intends to seek opportunities to generate value for
its stakeholders by finding investors or strategic purchasers for
some or all of its assets. The Company is currently reviewing a
number of non-binding expressions of interest with respect to
certain of its assets.

Mr. Douglas Kong, CEO said: "We are very disappointed that we
haven't been able to generate sufficient cash flow to enable us to
repay our secured debt and other obligations. We have explored a
number of alternatives to refinance the Company and/or generate
value from a sale of some of the Company's assets. However, in the
current economic climate, the Company will need additional time to
complete these transactions and the Company intends to pursue all
available options to maximize stakeholder value during the
restructuring process. Our employees have been extremely
supportive while we've pursued these initiatives and we are very
grateful to them for their on-going activities and loyal support."


PRIME HOSPITALITY: Glen Rock Unit Defaults on Security Deposits
---------------------------------------------------------------
Glen Rock Holding Corp., a subsidiary of Prime Hospitality Corp.
(NYSE: PDQ), received a default notice from Hospitality Properties
Trust (NYSE: HPT) for failure to pay the July 1 rent of
approximately $2.0 million, net of interest credited on security
deposits.

The lease covers 24 AmeriSuites hotels owned by HPT. For the past
twelve months, lease payments have exceeded operating cash flow by
approximately $9 million.

In addition, there are approximately $42.1 million in security
deposits and approximately $4.2 million in capital replacement
deposits. The default notice has stated that HPT intends to retain
these amounts.

Prime and HPT intend to meet to discuss the management and
franchise agreements on these hotels which are subordinated to the
lease obligations to HPT.

Prime Hospitality Corp., [S&P/BB-/--) one of the nation's premiere
lodging companies, owns, manages, develops and franchises more
than 240 hotels throughout North America. The Company owns and
operates three proprietary brands, Prime Hotels & Resorts(SM)
(full-service), AmeriSuites(R) (all-suites), and Wellesley Inns &
Suites(R) (limited service). Also within Prime's portfolio are
owned and/or managed hotels operated under franchise agreements
with national hotel chains including Hilton, Radisson, Sheraton
and Holiday Inn. Prime can be accessed over the Internet at
http://www.primehospitality.com


PRIME HOSPITALITY: Ratings on Watch After Failure to Pay Rent
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit rating and its 'B' subordinated debt rating for Prime
Hospitality Corp. on CreditWatch with negative implications. This
action stems from the potential loss of 24 AmeriSuits hotels
following the company's failure to pay its rent due July 1, 2003
to Hospitality Properties Trust (BBB-/Stable/--). Given the
existing lease terms, Prime was losing approximately $9 million in
EBITDA on these assets. The CreditWatch placement reflects
Standard & Poor's increased concern over Prime's long-term
strategy since these 24 AmeriSuites hotels represent roughly 16%
of Prime's total AmeriSuites portfolio. The potential magnitude of
a ratings action would likely be limited to one notch.

"In resolving the CreditWatch listing, Standard & Poor's will
consider several additional points such as: the position and
strategy of the AmeriSuites brand during a prolonged weak lodging
environment, limited room under its bank facility covenant tests,
and a recent senior management change," said credit analyst Stella
Kapur. Standard & Poor's plans to meet with management in the near
term and review the above mentioned concerns.

A subsidiary of Prime Hospitality currently leases 24 AmeriSuites
hotels from HPT for annual minimum rent of roughly $24 million and
eight percent of revenue in excess of a base year. If the lease is
terminated, Prime could lose around $42.1 million in deposits. In
addition, Prime's obligation to maintain these hotels is partially
secured by a reserve account in which there was approximately $4.2
million on deposit on May 31, 2003. The notices of default sent by
HPT earlier today state that HPT intends to retain the security
and guaranty deposits and take control of the improvement reserve
account. HPT has the right to install new management and to re-
brand these hotels.


REDDY ICE GROUP: S&P Ups Corporate Credit Rating to B+ from B-
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Dallas, Texas-based Reddy Ice Group Inc., formerly known
as Packaged Ice Inc., to 'B+' from 'B-'.

At the same time, Standard & Poor's assigned its 'B+' senior
secured debt rating to Reddy Ice's proposed $170 million senior
secured credit facilities maturing 2009. Standard & Poor's also
assigned its 'B-' subordinated debt rating to the company's
proposed $150 million subordinated notes due 2011.

The ratings on the proposed facilities and notes offering are
based on preliminary offering statements and are subject to review
upon final documentation. Proceeds from the new credit facilities
and notes offering will be used as part of the financing for Reddy
Ice's proposed merger with a new entity formed by Trimaran Capital
Partners and Bear Stearns Merchant Banking. The new revolving
credit facility will be used for general corporate purposes.

All ratings have been removed from CreditWatch where they were
placed on May 13, 2003, following Reddy Ice's proposed merger
announcement. The outlook is stable.

The upgrade reflects Standard & Poor's expectation that the
proposed transaction would improve Reddy Ice's financial profile
and address near-term refinancing risk related to the $50 million
term loan due October 2004, $255 million in senior unsecured notes
due February 2005, and $42 million of preferred stock that is
mandatorily redeemable in April 2005.

The senior secured debt is rated the same as the corporate credit
rating. The senior secured credit facilities comprise a $35
million, five-year revolving credit facility due 2008, which
includes a $12 million sublimit for letters of credit and a $5
million sublimit for swing-line loans. The senior facilities also
include a $135 million six-year term loan due 2009.

"The speculative-grade ratings on Reddy Ice Group Inc. continue to
reflect its narrow product focus, its participation in the highly
fragmented and competitive packaged ice industry, and its
leveraged financial profile," said Standard & Poor's credit
analyst David Kang. "Somewhat offsetting these factors are the
company's strong EBITDA margins, established infrastructure, and
solid regional market positions."

Reddy Ice is a leading U.S. manufacturer and distributor of
packaged ice, serving more than 73,000 customer locations in 31
states and the District of Columbia. Revenues are derived
primarily from traditional ice delivery, as well as from placement
of the company's proprietary, automated "Ice Factory." The $1.8
billion North American packaged-ice industry is regional, highly
competitive, and fragmented, with roughly 3,000 participants, most
of which lack significant capital resources.


SAFETY-KLEEN: Wants Nod for Heritage Environmental Settlement
-------------------------------------------------------------
Safety-Kleen Corp. and Safety-Kleen Systems, Inc., ask Judge
Walsh's permission to settle with Heritage Environmental Services
LLC, Heritage Crystal Clean LLC, and Edward Guglielmi, Kevin
Hennkens, Bret A. Henry, Billy J. Hurin, Scott D. Lisberg, Michael
McGinn, Don R. Pennell, Craig Andrew Rose, Dennis R. Salvino, John
Ure, and Jim Zielinski, individually, which, among other things,
fully resolves any and all claims, disputes or causes of action
between and among the Debtors, HES, HEC, and the Individual
Parties.  These include all claims, disputes or causes of action,
which are or could have been asserted by any of the parties in
connection with any and all of these lawsuits:

      -- "Safety-Kleen Corporation v. Heritage Environmental
         Systems, LLC; Heritage Crystal Clean, LLC; Crystal Clean
         Parts Washer Service, Billy J. Hurin, and John Ure,"
         pending in the South Carolina Court of Common Pleas in
         Richmond County;

      -- "Safety-Kleen Systems, Inc. v. Edward Gugliemi, Scott D.
         Lisberg, and Dennis R. Salvino," pending in Federal
         District Court in the Northern District of Illinois;

      -- "Safety-Kleen Systems, Inc. v. Craig Andrew Rose,"
         pending in Federal District Court in the Northern
         District of Illinois;

      -- "Safety-Kleen Systems, Inc. v. Kevin Hennkens,"
         pending in Federal District Court in the Eastern
         District of Missouri;

      -- "Safety-Kleen Systems, Inc. v. Bret A. Henry," pending
         in the Illinois Tenth Circuit Court of Peoria County;

      -- "Safety-Kleen Systems, Inc. v. Don R. Pennell," pending
         in the Federal District Court in the Eastern District of
         Pennsylvania;

      -- "Safety-Kleen Systems, Inc. v. Michael McGinn," pending
         in the Federal District Court in the District of
         Massachusetts;

      -- "Safety-Kleen Systems, Inc. v. Jim Zielinski," pending
         in Federal District Court in the Western District of New
         York; and

      -- "Heritage Crystal Clean, LLC v. Safety-Kleen Corp. and
         Safety-Kleen Systems, Inc.," pending in Federal District
         Court in the Northern District of Illinois.

On January 6, 2003, Heritage-Crystal Clean filed suit against SKC
and SK Systems, seeking damages in excess of $400,000,000 in
consequential and punitive damages, which amount is subject to
trebling under applicable antitrust statutes, as well as
injunctive relief.  In its suit, HCC also alleges postpetition
injuries, including causes of action under Section 2 of the
Sherman Act (antitrust), violation of the Illinois unfair and
deceptive business practices act, tortuous interference with
prospective business relations, defamation, trade libel and
business disparagement, and abuse of process.  On January 21,
2003, HCC filed an administrative proof of claim for the full
amount of damages sought in this litigation.

The Debtors previously asserted similar allegations of unfair and
deceptive business practices and unfair solicitation of customers
against HES, HCC and other parties in an action filed in South
Carolina state court in December 2001.  In that action, the court
entered a temporary restraining order prohibiting HCC from
engaging in certain unfair business practices.  The court later
entered a consent order restraining both parties with respect to
business practices.  The consent restraining order does not make
any findings of unlawful conduct.  In the South Carolina Action,
Safety-Kleen contends that HES and HCC engaged in a pattern and
practice of conduct designed to induce current and former
employees of SK Systems to breach non-compete and confidentiality
agreements and other contractual, statutory and common law
obligations of loyalty and confidentiality.  Additionally, during
the past 18 months Safety-Kleen also initiated suit against the
Individual Parties under similar legal theories in several
district courts.

On February 18, 2003, HCC filed its objection to the Disclosure
Statement.  At the hearing on the approval of the Disclosure
Statement, HCC withdrew certain of the grounds stated its
Objection and deferred other grounds in the Objection to the
hearing on confirmation of the Plan.  Since that date, the parties
have accomplished a consensual resolution of all the litigation.

                    The Settlement Agreement

The most salient terms and conditions of the Settlement Agreement
are:

       (1) Dismissal of Litigation.  The Debtors, HES, HCC, and
           the Individual Parties will take all steps necessary
           to cause each of the Actions to be dismissed with
           prejudice and without costs, including filing a joint
           motion for dismissal in each of the Actions within
           five business days after the Effective Date of the
           Settlement Agreement;

       (2) Non-Disparagement.  Safety-Kleen and HCC will not,
           directly or indirectly, make, or encourage or cause
           any third-party to make, any false, misleading,
           disparaging, or defamatory statements about the other
           or the other's products or services;

       (3) Withdrawal of Objection and Administrative Claim.
           The Objection and the Administrative Claim are deemed
           to be withdrawn with prejudice on the Effective Date
           of the Settlement Agreement.  HCC agrees not to
           oppose in any manner confirmation of the Debtors'
           Plan -- as it may be amended from time to time;

       (4) Future Hiring Practices.  In any instance in which
           Safety-Kleen or HCC now or in the future hires or
           employs in any capacity a current or former employee
           of the other, the hiring party will take all
           appropriate and necessary steps to ensure that the
           employee does not use or convey to any other person
           or entity any confidential or trade secret
           information of the other party;

       (5) Removal of Information.  Safety-Kleen, HES, HCC, and
           the Individual Parties each will remove from their
           files and records any and all confidential or trade
           secret information of the others and will, at the
           option of the other, destroy or return any such
           confidential or trade secret information, if any.
           In the event that, at any time following the
           Effective Date of the Settlement Agreement,
           Safety-Kleen, HES or HCC comes into possession of any
           confidential or trade secret information of the other,
           it will make no use of such confidential or trade
           secret information and will promptly destroy or
           return any such information to the other;

       (6) Mutual Releases.  Except for the obligations created
           or arising under the Settlement Agreement, the
           parties exchange mutual releases; and

       (7) Effective Date.  The Effective Date of the Settlement
           Agreement will be 12:01 a.m. on the first date
           following the occurrence of the later of:

               (i) the entry of the proposed order, or

              (ii) the date upon which duly authorized
                   representatives of Safety-Kleen, HES, and HCC
                   have executed this Settlement Agreement,
                   regardless of whether any or all of the
                   Individual Parties will have executed the
                   Settlement Agreement, and provided that the
                   Settlement Agreement will become effective
                   as to each of the Individual Parties only upon
                   its execution by the duly authorized
                   representatives of Safety-Kleen, HES, HCC, and
                   the Individual Parties.

             The Debtors' Sound Business Judgment

The Debtors argue that the settlement meets the standards for
judicial approval.  The terms and conditions of the Settlement
Agreement were reached only after extensive, arm's-length
negotiations between the parties.  By reaching the settlement, the
Debtors' estates avoid incurring additional administrative
expenses, including attorney's fees and other costs that would be
incurred if any of the Actions proceeded to a full trial on the
merits.  Moreover, the Debtors avoid the risks and uncertainties
inherent in any litigation. (Safety-Kleen Bankruptcy News, Issue
No. 59; Bankruptcy Creditors' Service, Inc., 609/392-0900)


SOLUTIA INC: Provides Q2 Financial Results Outlook Update
---------------------------------------------------------
Solutia Inc. (NYSE: SOI) indicated that it expects a loss in the
range of 15 to 20 cents per share for the second quarter. This
loss includes restructuring charges of 6 to 7 cents per share
resulting from planned cost savings actions at the Company and at
both of its fifty percent owned joint ventures. Operating results
versus previous guidance were negatively impacted by higher-than-
expected raw material and energy costs and by weaker downstream
markets in the Integrated Nylon business segment, most notably in
the Acrilan product line. This product line has been adversely
impacted by the continued, severe decline of the U.S. textiles
industry.

"The second quarter has proven to be a very difficult one for
Solutia as our businesses continued to be adversely impacted by
the weakened state of the manufacturing sector, characterized by
significant overcapacity and persistently high raw material and
energy costs," said chairman and chief executive officer John C.
Hunter. "These factors have resulted in a decline in our
Integrated Nylon business segment during the quarter and we
unfortunately do not see the current operating environment
improving significantly over the remainder of the year."

In anticipation of weaker-than-expected second quarter results,
the Company sought and received an amendment granting relief from
certain of the financial covenants in its $300 million revolving
credit facility for the period June 30, 2003 through Sept. 29,
2003. The Company also indicated that it has initiated discussions
concerning a refinancing of this credit facility.

"Our financial performance also continues to be adversely
influenced by the continued drain from legacy issues we assumed as
part of the spin-off from what is now Pharmacia," stated Hunter.
"Most notable of the legacy liabilities with which we are saddled
is the PCB litigation in Alabama, which continues to be the most
challenging issue I have dealt with in my thirty-plus year
business career. We are facing a slow, agonizing process in the
Alabama state court system. The verdicts in the property damage
phase of Abernathy continued to mount in the second quarter. These
verdicts and the lack of approval by the federal court in the
second quarter of the proposed consent decree with the U.S. EPA
have significantly dampened our earlier hopes of reaching a global
resolution of the PCB issues in Anniston."

Each of the two major PCB cases approaches significant milestones
in the near future. The personal injury phase of Abernathy is now
scheduled to begin in September in state court, while dispositive
motions are scheduled for August in Tolbert with the trial
scheduled for October in federal court.

Solutia plans to discuss its financials in greater detail at its
second quarter conference call on Friday, July 25, 2003, at 9 a.m.
CDT, 10 a.m. EDT. The teleconference will be webcast on its Web
site at:
http://www.solutia.com/pages/corporate/investors/investor_relations.asp
under the presentations and speeches tab.

Solutia -- http://www.Solutia.com-- uses world-class skills in
applied chemistry to create value-added solutions for customers,
whose products improve the lives of consumers every day.  Solutia
is a world leader in performance films for laminated safety glass
and after-market applications; process development and scale-up
services for pharmaceutical fine chemicals; specialties such as
water treatment chemicals, heat transfer fluids and aviation
hydraulic fluid and an integrated family of nylon products
including high-performance polymers and fibers. At March 31, 2003,
the Company's balance sheet shows a total shareholders' equity
deficit of about $232 million.


STARTECH ENVIRONMENTAL: Nasdaq Delists Shares Effective July 3
--------------------------------------------------------------
Startech Environmental Corp.'s (Nasdaq: STHK) common stock was
delisted from the Nasdaq Stock Market effective with the open of
business on Thursday, July 3, 2003. The delisting was a result of
Startech's inability to meet Nasdaq's shareholders' equity listing
requirement.

"While the decision by NASDAQ is disappointing it was not wholly
unexpected. We have been planning for this eventuality and my goal
is to now implement actions that will prevent this from having a
significant long term impact on our business strategy or our
ability to finance the company operations," stated Joseph S.
Klimek, president and CEO.

Startech's common stock will be eligible for trading on the Over-
the-Counter Bulletin Board (OTCBB) effective with the open of
business on July 3, 2003. Startech's ticker symbol will remain
"STHK" on the OTCBB; however, some internet quotation services add
an "OB" to the end of the symbol for the purpose of providing
stock quotes (e.g. STHK.OB). The OTCBB is a regulated quotation
service that displays real-time quotes, last sale price, and
volume information in over-the-counter equity securities. OTCBB
securities are traded by a community of market makers that enter
quotes and trade reports through a sophisticated computer network.
Investors work through a broker/dealer to trade OTCBB securities.
Information regarding the OTC Bulletin Board, including stock
quotations, can be found on the internet at http://www.otcbb.com

                           *    *    *

              Liquidity and Going Concern Uncertainty

In its Form 10-Q filed for the quarter ended April 30, 2003, the
Startech reported:

"As of April 30, 2003, we had cash and cash equivalents of
$367,527 and a negative working capital of $289,074. During the
six months ended April 30, 2003, our cash decreased by $141,794.
Our current cash position of approximately $232,000 as of June 20,
2003 will only allow us to continue operations through July 31,
2003 unless further cash is generated during that time period.
Unless we secure investment capital or generate cash from
operations and sales we will be unable to continue as a going
concern beyond that date.

"The Company has taken measures to reduce costs, we have reviewed
all internal and external expenses and have reduced and eliminated
expenses to reduce our burn rate, in addition we are currently
discussing with potential investors an equity private placement to
satisfy our listing requirement with NASDAQ. While there are no
assurances a deal will be executed it must be noted, however, that
if the progress payments are not received in a timely manner or
additional sales of Plasma Converters or funding is not available
we may not have enough working capital to maintain our operations
beyond July 31, 2003. The Company will require immediate
additional financing to fund current operations through the
remainder of 2003. The Company has historically satisfied its
capital needs primarily by issuing equity securities. The Company
will require approximately $1.0 million to finance operations
through fiscal 2003 and intends to seek such financing through
sales of its equity securities.

"Since October 2002 the Company announced that contracts to sell
three Plasma Converters were signed aggregating in excess of $15
million dollars in sales. The contracts include an established
payment schedule coordinated to provide progress payments at
various stages of the manufacturing and delivery cycle. We
believed these progress payments, along with a recently completed
sole source private placement dated March 28, 2003 which raised
$138,757 after commissions that required the issuance of 152,480
shares of our unregistered common stock at $1.00 per share, would
be enough operating capital to sustain company operations at the
current level for more than 1 year. However, the expected down
payments for these sales have been consistently delayed since
December 2002 up until the present time and there can be no
reasonable assurance that they will be received before the end of
July 2003.

"In addition to the internally generated investment opportunities,
the Company is also working with a group of investors led by
Joseph F. Longo, a director and greater than 10% shareholder.
While an agreement with this group would cause a change in board
control and management personnel, we are taking every step
available to secure the capital necessary to protect the long term
interests of the Company.

"Assuming the aforementioned $1.0 million in financing is
obtained, the Company believes that continuing operations for the
longer term will be supported through anticipated growth in
revenues and through additional sales of the Company's securities.
Although longer-term financing requirements may vary depending
upon the Company's sales performance there can no assurance that
management will be able to obtain any additional financing on
terms acceptable to the Company, if at all. We are in discussions
with several potential investors for additional financing, however
at this time the company has no binding commitments.

"Our investing activities have consisted primarily of short-term
high quality liquid investments, with maturities with three months
or less when purchased, which are considered cash equivalents. The
primary investments are high quality commercial paper, U.S.
treasury notes and Treasury-bills."


TEXAS PETROCHEMICALS: Misses Interest Payment on 11-1/8% Notes
--------------------------------------------------------------
Texas Petrochemicals LP did not make the interest payment due on
July 1 on its 11-1/8% Senior Subordinated Notes due 2006. Under
the terms of the Sub Note indenture, TPC has a 30-day grace
period, before it becomes in default, to either cure the payment
default or reach an accommodation with the holders of the Sub
Notes.

In this regard, TPC also announced the signing of forbearance
agreements with holders of a majority of the face value of the Sub
Notes under which those holders agreed, subject to the terms of
the forbearance agreement, to forbear until August 31, 2003 from
(i) declaring the principal of and accrued and unpaid interest on
the Sub Notes to be due and payable, (ii) bringing suit for the
enforcement of payment of interest on the Sub Notes or (iii)
commencing any proceeding under any provision of the Bankruptcy
Code or under any other state, federal or foreign bankruptcy law
against TPC, in each case arising, whether directly or indirectly,
from the failure of TPC to make the interest payment due July 1,
2003. The Company will continue during the grace period to pursue
the execution of forbearance agreements with additional holders of
Sub Notes.

TPC believes that the signing of the forbearance agreements
provides TPC time to continue to work with the ad hoc bondholders'
committee, and its advisors, on possible restructuring
alternatives. The bondholders' committee has retained Houlihan
Lokey Howard & Zukin as its financial advisor and has also
retained Stroock & Stroock & Lavan LLP as its legal counsel. TPC
will pay the fees of such advisors.

Mr. John A. McKenna, Jr. of Houlihan Lokey Howard & Zukin stated
as follows:

"We have been retained by the Ad Hoc Committee of Senior
Subordinated Noteholders and are in the process of conducting due
diligence on the Company. We are actively engaged in discussions
with the Company with the hope of reaching a consensual
restructuring agreement as expeditiously as possible."

TPC also announced today that Texas Petrochemical Holdings, Inc.,
parent holding company of TPC, did not make the interest payment
due on July 1 on the 13.5% Discount Note due in 2006. Under the
terms of the Discount Note indenture, TPHI has a grace period of
30 days from July 1, 2003 to either cure the payment default or to
negotiate a restructuring of the Discount Note with the holder of
the Discount Note.

TPC also announced that it and the lenders under its existing
Revolving Credit Facility have entered into an amendment to this
facility pursuant to which the lenders will continue to provide
access to available liquidity under this facility through at least
July 31, 2003. TPC is also negotiating with certain of its senior
lenders, and other financial institutions, to provide additional,
incremental liquidity financing to the Company while restructuring
discussions proceed.

TPC continues to be current on terms with its trade creditors.

There can be no assurance that TPC will be able to reach an
agreement with the holders of the Sub Notes, the holder of the
Discount Note or any of its other lenders regarding any
restructuring transaction, or that any transaction negotiated with
the bondholders' committee will be consummated.

TPC is a producer of quality C4 chemical products widely used as
chemical building blocks for synthetic rubber, nylon carpets,
adhesives, catalysts and additives used in high-performance
polymers. TPC is the largest on-purpose producer and marketer of
butadiene in the Western Hemisphere. TPC is also the largest
producer and marketer of butene-1 and the first or second largest
domestic producer of specialty chemicals such as isobutylene
diisobutylene and polyisobutylene. TPC also manufactures fuel
products used in the formulation of cleaner burning gasoline. The
company has manufacturing facilities in the industrial corridor
adjacent to the Houston Ship Channel and operates product
terminals in Baytown, Texas and Lake Charles, Louisiana. TPC is a
Responsible Care(R) company dedicated to supporting the continuing
effort to improve the industry's responsible management of
chemicals. For more information about TPC products and services
visit the company online at http://www.txpetrochem.com


TEXAS PETROCHEMICALS: Interest Nonpayment Spurs S&P's D Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Texas Petrochemicals LP to 'D' from 'CCC+'. At the same
time, Standard & Poor's lowered its subordinated debt rating on
the company's 11-1/8% notes due July 2006 to 'D' from 'CCC-'.

The downgrade follows Texas Petrochemicals' announcement that it
did not make the July 1, 2003, interest payment due on its
11-1/8%, $209.5 million subordinated notes or the July 1, 2003,
interest payment due on its 13-1/2% holding company discount note.
The company will have a 30-day grace period to cure these
situations before an event of default occurs under the indentures.
The company also disclosed that it has entered into a forbearance
agreement with a majority of the subordinated note holders to
waive certain provisions through Aug. 31, 2003, and is pursuing
the execution of forbearance agreements with additional holders of
the notes. In addition, the company has entered into an amendment
with lenders under its revolving credit facility that provides
access to this facility through at least July 31, 2003.

Texas Petrochemicals, based in Houston, Texas, is the largest
North American merchant producer of butadiene and specialty
butylene chemicals, which are key ingredients for synthetic and
specialty rubber, plastics, lubricant additives, and coatings.
Profitability and cash flow have been negatively affected by a
significant decline in demand for the commodity gasoline additive
methyl tertiary-butyl ether and higher raw material and energy
costs.


UNITED AIRLINES: Amends United Express Pact with Air Wisconsin
--------------------------------------------------------------
United Airlines (OTC Bulletin Board: UALAQ) has reached a
Memorandum of Understanding with Air Wisconsin Airlines to operate
select portions of the Company's United Express Service. In
addition to its existing fleet, the amended agreement also
provides Air Wisconsin the opportunity to place an additional 20
regional jets in the United Express program in Washington, Chicago
and Denver. The agreement is for an 11-year term.

"Given our long-standing relationship with Air Wisconsin, I'm
pleased we have reached a Memorandum of Understanding that
furthers this partnership," said Greg Kaldahl, director-United
Express at United Airlines. "Our amended agreement will allow Air
Wisconsin to continue operating under the United Express brand
while offering a first-rate level of service to United's
customers."

The MOU is conditioned upon negotiation of final agreements as
well as approval by the U.S. Bankruptcy Court. Air Wisconsin must
also finalize agreements on labor cost savings with its flight
attendants, mechanics and customer service personnel in order for
the agreement to become effective.

In 2002, United's employees broke 35 company records and achieved
the best overall operational performance in the company's 77-year
history. United Airlines finished 2002 ranked No. 1 in the
industry in domestic on-time performance, according to the
official U.S. Department of Transportation's Air Travel Consumer
report. United and United Express operate more than 3,300 flights
each day on a route network that spans the globe. News releases
and other information about United can be found at the company's
website at www.united.com .


UNITED AIRLINES: Improves Ranking in Operational Excellence
-----------------------------------------------------------
United Airlines (OTC Bulletin Board: UALAQ) maintained or improved
its ranking among the other major carriers in several categories
and retained its number-one ranking for on-time arrival
performance for the past 12-month average, according to the U.S.
Department of Transportation's May report on U.S. airline
performance.

"This summer is expected to continue to generate very high load
factors across our system,"  said John Tague, United's executive
vice president -- Customer. "However, we continue to perform
better than ever.  Our employees keep focusing on getting our
flights in and out on-time day after day while delivering
exceptional service to our customers."

With the 4th of July holiday coming up this week and the busy
summer travel, United Airlines wants to remind its customers of
some helpful travel tips to make their experience easier:

     -- Arrive early:  Customers who are not checking bags should
        arrive at the airport at least an hour before their
        scheduled flight.  Those customers who have luggage to
        check should get to the airport at least 90 minutes before
        they fly, and customers who are flying to international
        destinations should arrive at least two hours before their
        flight.  Customers are also reminded to allow extra time
        when traveling during this busy summer season, especially
        if traveling during peak airport hours.  To help plan
        their travel, customers should visit united.com to get
        their local airport peak time and security line wait
        information.

     -- Get real time flight information using united.com and
        EasyUpdate: Prior to their trip, customers should visit
        united.com for up-to-the-minute flight information.  They
        also may receive real-time flight information by signing
        up for United's flight status alert service, EasyUpdate.
        Flight information can be sent to a pager, cell phone or
        Web-enabled PDA.

     -- Baggage:  United's free checked bag allowance is two bags
        weighing 50 lbs each.  For bags over 50 lbs, there is a
        $25 fee per bag. Customers traveling internationally are
        allowed a free checked bag allowance of 70 lbs per bag.
        Checked luggage should be unlocked at all times. The TSA
        may need to search the luggage to see the contents. If the
        luggage is locked, the TSA will have to break the lock to
        conduct a search.

     -- Travel light:  Federal regulations allow only one carry-on
        bag, not to exceed 45 linear inches in size, and a small
        personal item such as a briefcase, purse or laptop.
        Customers should keep undeveloped film in their carry-on
        luggage.  Checked baggage scanners used by the TSA might
        damage film.

     -- Use EasyCheck-in Online: United has introduced EasyCheck-
        in Online, which gives its customers the ability to check
        in from home, the office or anywhere where they have
        access to an Internet connection. This feature allows
        customers to print their boarding pass before they get to
        the airport, then proceed through the security checkpoint
        directly to their departure gate.  EasyCheck-in Online is
        easily accessible through the carrier's homepage at
        united.com and is available for domestic travel on United
        and United Express flights.

     -- Use EasyCheck-in:  United's EasyCheck-in self serve kiosks
        are now available at 28 airports.  Customers can use
        EasyCheck-in to print boarding passes and choose seat
        assignments, then  proceed directly through the security
        checkpoint to their departure gate.

     -- Use EasyCheck-in Curbside: United as curbside check-in at
        28 airports. Customers are encouraged to use this
        convenient service that enables those traveling
        domestically to check luggage and receive their boarding
        pass even before they enter the terminal.

     -- Use Priority Security Checkpoint Lines:  United was the
        first airline to introduce the very popular Priority
        Checkpoint lines for United's First Class and Business
        Class customers, Pass Plus customers, Mileage Plus 1K,
        Premier Executive and and STAR Alliance Gold members.
        Priority Lines are available at Chicago, Los Angeles, San
        Francisco, Denver, Newark, Phoenix, Minneapolis, Honolulu
        and Seattle.  In Seattle and Honolulu, United offers
        Priority Lines to United's 1K Mileage Plus members.

     -- Children Traveling Unaccompanied:  Customers who have
        children traveling unaccompanied should allow plenty of
        time when dropping off or picking up children.  They will
        need extra time to check in at the ticket counters and to
        obtain a pass that will allow one adult through a security
        check-point to the gate.  Parents or guardians should also
        have pertinent flight information available for the
        agents.

In 2002, United's employees broke 35 company records and achieved
the best overall operational performance in the company's 77-year
history. United Airlines finished 2002 ranked No. 1 in the
industry in domestic on-time performance, according to the
official U.S. Department of Transportation's Air Travel Consumer
report. United and United Express operate more than 3,300 flights
each day on a route network that spans the globe. News releases
and other information about United can be found at the company's
Web site at http://www.united.com


UNITED AIRLINES: Earns Nod to Expand McKinsey's Engagement
----------------------------------------------------------
UAL Corporation obtained permission from the Court to revise the
scope of McKinsey & Company's employment.

Thus, the Debtors expand the scope of McKinsey's services,
pursuant to an Engagement Letter dated April 7, 2003, to include:

     -- McKinsey assessing alternatives of strategic sourcing of
        the Debtors' fuel purchases, and

     -- McKinsey executing strategy to consolidate and centralize
        station level expenditures for goods and services.

Pursuant to an Engagement Letter dated and April 29, 2003,
McKinsey agreed to:

     -- support the development of the analytical framework, and

     -- provide project management and external perspectives to
        assist in the reset of the strategic plan.

McKinsey will also provide objective perspectives on key
assumptions in the strategy reset design and develop contingency
actions to cover unexpected shortfalls in the plan.

The Debtors have agreed to pay McKinsey $650,000 for April 2003,
pro rated to $532,000.  The Debtors have agreed to pay McKinsey
$295,000 for May 2003. (United Airlines Bankruptcy News, Issue No.
21; Bankruptcy Creditors' Service, Inc., 609/392-0900)


UNOVA: Fitch Ups Sr. Unsec. Rating to B- over Strong Performance
----------------------------------------------------------------
Fitch Ratings has upgraded UNOVA Inc.'s (NYSE: UNA) senior
unsecured rating to 'B-' from 'CCC'. The Rating Outlook is Stable.
The change in the rating reflects UNA's strengthening its balance
sheet by reducing debt levels through a pension reversion, asset
sales, reduction of net working assets, and a series of patent
settlements. Also, high level of liquidity and improved operating
performance support the rating. In January 2003, UNA paid off its
term loan and currently has $200 million of public debt and $8
million of industrial revenue bond. Net debt fell to $20.9 million
at March 31, 2003, from $46.4 million at December 31, 2002, $177.8
million at December 31, 2001, and $342.0 million at December 31,
2000. At March 31, 2003, the company had $188 million in cash,
providing ample liquidity in the short term. During the same
period, UNA's EBITDA turned positive and free cash flow (EBITDA
minus increase in WC minus capex minus cash interest minus cash
taxes) was $86.5 million in 2002, up from $41.1 million in 2001
and negative $32.4 million in 2000.

Consolidated results have been stabilized, due to positive trends
at its ADS business. Intermec sales, excluding IP transactions,
grew at a double-digit rate during the past three consecutive
quarters, aided by growing share and growth in its end markets.
Concerns include continuous weakness in the overall operating
performance due to weak IAS business and unstable cash flow from
operations. In addition, the growing AIDC market may attract more
competition, however, given the number of patents and reasonably
high switching costs, the threat should not be material in the
near term. UNA has successfully reduced costs and brought down
Intermec's sales breakeven point to $145 million per quarter from
a previous $220 million. The operating margin in this segment has
improved to 5.5% during the first quarter of 2003. Excluding
intellectual property settlements, Intermec's operating margin in
2002 was about 2.4%.

Backlog at December 31, 2002 was $299 million, down from $386
million and $581 million at December 31, 2001 and 2000,
respectively. The majority of the backlog is concentrated in the
IAS segment. Continuous weakness in the automotive and aerospace
industries has negatively impacted the IAS business and weakness
in this segment has limited UNA's overall improvement. UNA has
consolidated three divisions (Cincinnati Machine, Lamb Machining
Systems, and Lamb Body & Assembly Systems) into one operating
entity called UNOVA Manufacturing Technologies during the fourth
quarter of 2002. In conjunction with the consolidation, UNA has
identified more fixed assets to be sold. The transaction is
expected to be completed during the third quarter, generating
additional cash.

UNA had a cash position of close to $190 million at March 31,
2003. Fitch expects the company to maintain relatively high cash
level over the near term, with $100 million in notes maturing in
2005. UNA does not anticipate any large capital spending nor
acquisition activities in the near term, and cash on hand provides
ample liquidity in the near term. Over the long term, UNA will
need to demonstrate sustainable improvement to restore meaningful
improvement in margins and free cash flow to enhance financial
flexibility.


VENTAS INC: Will Publish Second-Quarter Results on July 23, 2003
----------------------------------------------------------------
Ventas, Inc. (NYSE:VTR) will issue its second quarter 2003
earnings on Wednesday evening, July 23, 2003. A conference call to
discuss those earnings will be held on the morning of Thursday,
July 24, 2003 at 10:00 a.m. Eastern Time (9:00 a.m. Central Time).
The call will be webcast live by CCBN and can be accessed at the
Ventas Web site at http://www.ventasreit.comor at
http://www.companyboardroom.com

Ventas, Inc. is a healthcare real estate investment trust that
owns 44 hospitals, 204 nursing facilities and nine other
healthcare and senior housing facilities in 37 states. The Company
also has investments in 25 additional healthcare and senior
housing facilities. More information about Ventas can be found on
its Web site at http://www.ventasreit.com

As previously reported, Standard & Poor's affirmed Ventas Inc.'s
corporate credit ratings at BB-. At March 31, 2003, the Company's
balance sheet shows a total shareholders' equity deficit of about
$43 million.


VICEROY RESOURCE: Completes Plan Arrangement & Private Placement
----------------------------------------------------------------
Quest Capital Corp., f.k.a. Viceroy Resource Corporation, said
that the Arrangement involving the reorganization and exchanges of
securities of Viceroy Resource Corporation (VOY-TSX), Quest
Investment Corporation (Q.A and Q.B - TSX) Avatar Petroleum Inc.
(AVA - TSX Venture) and Quest Management Corp has been completed
and Viceroy's name changed to Quest Capital Corp. In addition, the
previously announced private placement of $10 million has been
completed.

The Class A Subordinate Voting Shares and the Class B Variable
Multiple Voting Shares of Quest Capital will be listed and posted
for trading at the opening on Friday, July 4, 2003. The listed
shares of Viceroy, Quest Investment and Avatar will be delisted at
that time. Quest Capital will commence trading under the symbols
"QC.A" for the Class A Shares and "QC.B" for the Class B Shares.
Quest Capital Class A Shares carry one vote per share. Quest
Capital Class B Shares carry two votes per share and will increase
by one vote for each 6 million additional votes attached to newly
issued Class A Shares or Class B Shares (in any combination) to a
maximum of five votes per share.

Based on the share exchange ratios set out in the Arrangement and
following completion of the private placement Quest Capital has
approximately 78.4 million Class A Shares and 4.3 million Class B
Shares issued and outstanding. Quest Capital's transfer agent,
Computershare Trust Company of Canada, commenced on June 30, 2003,
sending Letters of Transmittal to registered shareholders of
Viceroy, Quest Investment and Avatar, which provide instructions
on how to exchange existing share certificates. Shareholders who
hold their shares with financial service companies should contact
their respective service agent. Shareholders of Viceroy as of June
30, 2003 will also be entitled to receive shares of Viceroy
Exploration Ltd. and SpectrumGold Inc. in accordance with the
terms of the Arrangement. Shareholders of the companies who are
entitled to receive less than one board lot of shares pursuant to
the Arrangement, will receive a cash payment unless they elect to
receive Quest Capital shares and provide the necessary
documentation to the transfer agent on or before August 5, 2003.

Quest Capital has in excess of $90 million of total assets which
will provide the basis for expanding its merchant banking
activities - specifically, increasing its bridge loan business by
providing collateralized bridge loans to publicly listed venture
companies.


WACKENHUT CORRECTIONS: Closes Sale of UK Joint Venture Interest
---------------------------------------------------------------
Wackenhut Corrections Corporation (NYSE: WHC) has successfully
completed the sale of its 50% interest in Premier Custodial Group
Limited to its former joint venture partner in the United Kingdom,
Serco Investments Limited. WCC received approximately $80 million
in pre-tax proceeds from the sale. WCC currently anticipates that
it may use the proceeds from the sale of its joint venture
interest to acquire a prison or mental health services business or
to otherwise expand its existing operations in those lines of
business.

George C. Zoley, Chairman of the Board and Chief Executive Officer
of WCC, said: "We are pleased with the completion of the sale of
our UK joint venture interest. This transaction provides WCC with
an opportunity to pursue further growth. We intend to use the net
proceeds from the sale to make one or more acquisitions that would
enable us to continue to grow and enhance our business."

WCC is a world leader in the delivery of correctional and
detention management, health and mental health services to
federal, state and local government agencies around the globe. WCC
offers a turnkey approach that includes design, construction,
financing and operations. The Company represents 31 government
clients servicing 48 facilities in the United States, Australia,
South Africa, New Zealand, and Canada with a total design capacity
of approximately 36,000 beds.

As reported in Troubled Company Reporter's May 5, 2003 edition,
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit and 'BB' senior secured debt ratings on Wackenhut
Corrections Corp., on CreditWatch with negative implications.
Negative implications mean that the ratings could be lowered or
affirmed, following Standard & Poor's review.

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


WARNACO GROUP: Judge Bohanon Closes All Subsidiaries' Cases
-----------------------------------------------------------
After due consideration, Judge Bohanon closes all of the The
Warnaco Debtors' bankruptcy cases, except for Authentic Fitness
Corporation (Case No. 01-41648) and Warnaco Inc.'s (Case No. 01-
41671) cases.  All future docket entries in Authentic Fitness and
Warnaco Inc.'s cases will be entered directly in their cases.
(Warnaco Bankruptcy News, Issue No. 52; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


WATERLINK: Seeks Nod to Use Cash Collateral to Finance Operation
----------------------------------------------------------------
Waterlink, Inc., and its debtor-affiliates ask for authority from
the U.S. Bankruptcy Court for the District of Delaware to use Cash
Collateral in these chapter 11 cases.

As of the Petition Date, Debtors are parties to a Credit Agreement
with Bank of America, National Association, as Agent and as
Lender.  Pursuant to the Credit Facility, Debtors are obligated to
the Lender in the principal amount of $35 million as of the
Petition Date.

The Debtors believe that Lender will assert that the Obligations
are secured by enforceable first priority liens and security
interests in substantially all of Debtors' assets. All cash and
cash equivalents in which Debtors have an ownership interest, and
in which the Lender claims an interest, constitute cash collateral
within the meaning of Section 363 of the Bankruptcy Code.

William W. Vogelhuber, Chief Executive Officer of Waterlink,
assure that Court to use only that cash which Debtors absolutely
require to avoid irreparable harm to their estates. The Debtors
will not expend funds in excess of cash receipts. Debtors require
access to cash generated by their accounts receivable collections.

The continued use of cash collateral will assure that the going
concern value of Debtors, and the jobs of 175 employees, are not
destroyed.

The Debtors further argue that they need immediate authority to
use cash collateral to fund their operations. The failure to
obtain authorization for the use of cash collateral will be fatal
to Debtors, and disastrous to their creditors. The Debtors wish to
obtain Cash Collateral pursuant to the Budget:

                      4-Jul  11-Jul  18-Jul  25-Jul  1-Aug
                      -----  ------  ------  ------  -----
  Cash Receipts        748   1,143     968     748     792
  Cash Inflows         837   1,156     723   1,088   1,076
  Net Cash            (126)    (13)    245    (340)   (285)
  Beginning Cash       675     549     536     781     441
  Ending Cash          549     536     781     441     156

                     8-Aug  15-Aug  22-Aug  29-Aug   5-Sep
                     -----  ------  ------  ------   -----
  Cash Receipts      1,150   1,500   1,350   1,000   1,150
  Cash Inflows         952     985     902     960   1,562
  Net Cash             198     515     448      40    (412)
  Beginning Cash       156     354     869   1,317   1,358
  Ending Cash          354     869   1,317   1,358     945

                     12-Sep  19-Sep  26-Sep
                     ------  ------  ------
  Cash Receipts      1,500   1,350   1,000
  Cash Inflows         960     952   1,080
  Net Cash             540     398     (80)
  Beginning Cash       945   1,486   1,884
  Ending Cash        1,486   1,884   1,804

The Debtors wish to provide adequate protection by providing their
secured creditor an additional or replacement lien and grant the
Lender, valid and perfected, replacement security interests in,
and liens on all of the postpetition property of the estate.

Waterlink, Inc., headquartered in Columbus, Ohio, is an
international provider of integrated water and air purification
solutions for both industrial and municipal customers.  The
Company filed for chapter 11 protection on June 27, 2003 (Bankr.
Case No. 03-11989).  Kurt F. Gwynne, Esq., at Reed Smith LLP
represents the Debtors in their restructuring efforts.  As of
March 31, 2003, the Debtors listed $36,719,000 in total assets and
$51,081,000 in total debts.


WCI STEEL: Misses Interest Payment on 10% Senior Secured Notes
--------------------------------------------------------------
WCI Steel, Inc., did not make the required interest payment due on
June 1, 2003 in respect to its 10% Senior Secured Notes due 2004
within the 30-day grace period provided for in the indenture
governing the notes.

The company's restructuring process, first announced in December
2002, continues on track. Edward R. Caine, president and CEO of
WCI Steel, stated in December 2002 that as part of its
restructuring the company would develop a new strategic plan,
revise its capital structure and make its cost base more
competitive. The following progress has been made:

-- In concert with Metal Strategies, Inc., the company has
   developed a strategic plan that provides guidance on how the
   company will effectively produce and market its products going
   forward.

-- As a result of discussion with the United Steelworkers of
   America, the company has established a process whereby self-
   directed work teams are being evaluated that, if implemented,
   should allow the company to be more productive and provide more
   authority and autonomy to the workforce.

-- The company has received an indication from its parent, The
   Renco Group, Inc., that as part of any restructuring it is
   prepared to provide a substantial capital infusion that will
   allow for targeted investments in the key operating facilities
   at WCI.

-- Discussions are being scheduled with the financial advisors of
   the Senior Secured Notes to begin the process of restructuring
   the outstanding indebtedness.

-- The company has held discussions with its bank group that have
   resulted in the bank group's continued daily funding of the
   company through its $100 million revolving credit facility.

"The restructuring process continues at a thoughtful yet rapid
pace," Caine said. "With the continued support of our dedicated
workforce, our bondholders, our bank group and the Renco Group we
can successfully complete our restructuring journey and continue
to provide our customers with the on- time delivery and product
satisfaction they have come to expect from WCI Steel."

WCI Steel is an integrated steelmaker producing more than 185
grades of custom and commodity flat-rolled steels at its Warren,
Ohio facility. WCI products are used by steel service centers,
convertors, electrical equipment manufacturers and the automotive
and construction markets.


WEIRTON STEEL: Court Approves McGuirewoods as Bankruptcy Counsel
----------------------------------------------------------------
Weirton Steel Corporation and its debtor-affiliates obtained
permission from the Court to employ the law firm of McGuireWoods
LLP as its counsel with regard to the filing and prosecution of
this case, and all related matters, effective as of the Petition
Date.

Compensation will be payable to McGuireWoods on an hourly basis,
plus reimbursement of actual, necessary expenses and other
charges incurred by the Firm.  The hourly rates charged by
McGuireWoods are consistent with the rates charged in comparable
non-bankruptcy matters and are subject to periodic adjustments
to reflect economic and other conditions.  The Firm's current
hourly rates are:

              Partners                     $220 - 575
              Associates                    155 - 350
              Legal assistants               95 - 200

McGuireWoods holds a $120,000 general retainer for its services
and expenses to be rendered or incurred for or on behalf of the
Debtor.  The Debtor has agreed that McGuireWoods will hold this
retainer during the pendency of this case and will apply the
retainer against the Firm's final fee application.  In addition,
the Firm was paid $130,000 by the Debtor for work performed
through May 18, 2003.

As counsel, McGuireWoods will:

     A. advise the Debtor with respect to its powers and duties
        as a debtor-in-possession in the continued management and
        operation of its businesses and properties;

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

     C. take all necessary action to protect and preserve the
        Debtor's estate, including the prosecution of actions on
        the Debtor's behalf, the defense of any action commenced
        against the Debtor, negotiations concerning all
        litigation in which the Debtor is involved, and
        objections to claims filed against the estate;

     D. prepare on the Debtor's behalf all motions, applications,
        answers, orders, reports and papers necessary to the
        administration of the estate;

     E. negotiate and prepare on the Debtor's behalf a plan of
        reorganization, disclosure statement, and all related
        agreements and documents, and take any necessary action
        on behalf of the Debtor to obtain confirmation of the
        plan;

     F. represent the Debtor in connection with postpetition
        financing if obtained;

     G. advise the Debtor in connection with any potential sale
        of assets;

     H. appear before the Court, any appellate courts, and the
        United States Trustee and protect the interests of the
        Debtor's estate before the courts and the United States
        Trustee;

     I. consult with the Debtor regarding tax, intellectual
        property, labor and employment, real estate, corporate
        finance, corporate and securities, and litigation
        matters; and

     J. perform all other necessary legal services and provide
        all other necessary legal advice to the Debtor in
        connection with this Chapter 11 case. (Weirton Bankruptcy
        News, Issue No. 5; Bankruptcy Creditors' Service, Inc.,
        609/392-0900)


WESTPOINT STEVENS: Fitch Withdraws D Rating on $1-Bil. Sr Notes
---------------------------------------------------------------
Fitch Ratings has withdrawn the 'D' rating of WestPoint Stevens'
$1 billion of senior notes. The withdrawal was initiated by Fitch
in accordance with established procedures regarding companies that
file for bankruptcy under Chapter 11.


WORLDCOM INC: Reaches Amended Settlement Agreement with SEC
-----------------------------------------------------------
The following statement should be attributed to Bob Blakely, MCI
Chief Financial Officer:

"From the beginning we have cooperated with the SEC as part of our
commitment to regaining trust and creating a new future for our
company.

"[Wednes]day's settlement reflects an additional contribution of
$250 million in common stock that will allow shareholders and
bondholders to participate in the future success of the company.

"We appreciate the efforts of everyone involved in reaching this
decision, which remains subject to court approval. We believe that
it is another significant step toward MCI's emergence from Chapter
11 expected this fall."

WorldCom, Inc. (WCOEQ, MCWEQ), which currently conducts business
under the MCI brand name, is a leading global communications
provider, delivering innovative, cost-effective, advanced
communications connectivity to businesses, governments and
consumers. With the industry's most expansive global IP backbone
and wholly-owned data networks, WorldCom develops the converged
communications products and services that are the foundation for
commerce and communications in today's market. For more
information, go to http://www.mci.com


WORLDCOM INC: Shareholder Boycott Threat Passes 15,000 Mark
-----------------------------------------------------------
A group of MCI WorldCom, Inc. (OTC Bulletin Board: WCOEQ, MCWEQ),
stockholders has announced that it has received over 15,000 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'".

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

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

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

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

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.


* John Patrick Oroho Esq., Joins Porzio, Bromberg as Principal
--------------------------------------------------------------
Porzio, Bromberg & Newman, P.C., one of New Jersey's most
prominent law firms, announces the addition of John Patrick Oroho,
Esq. as a principal in the Pharmaceutical Regulatory Compliance
Practice.

Oroho has an extensive pharmaceutical regulatory and compliance
background. He spent three years as General Counsel for Integrated
Pharma Technologies and Computer Systems Services & Consulting,
Inc. Prior experience includes 11 years as a shareholder at
Struble Ragno Petrie Oroho Spinato Bonanno MacMahon & Conte, P.C.

"For the past several years, I have been heavily involved in
computer system validation and Prescription Drug Marketing Act
compliance. I have worked with exciting technology in the areas of
sales force automation and sample accountability. I strongly
believe that technology will continue to help pharmaceutical
companies attain their sales and marketing goals, but, at the same
time help them remain compliant with all federal and state
regulations."

"An emerging use of technology that I see as a real benefit to the
pharmaceutical companies is e-detailing. In light of the high
costs associated with face to face sales calls and because managed
care has significantly curtailed the time that physicians can
devote to such meetings, I feel that a properly tailored e-
detailing program can be a cost effective solution for pharma
companies of all sizes. Additionally, e-detailing programs can be
an effective compliant medium to educate and inform physicians."

"Another area where I see the convergence of law and technology is
gift-to-physician programs. These programs have come under
scrutiny by state and federal regulators, as well as by the
industry itself with the adoption of the PhRMA Code on
Interactions with Healthcare Professionals. Technology and the law
are coming together to enable companies to offer ethical,
compliant, gift-to-physician programs. The technology is available
not only to track such programs, but also to enable pharmaceutical
companies to file the state disclosure reports where necessary."

"This is an exciting time in the pharmaceutical industry. I look
forward to helping create an environment that allows for the use
of e-detailing and gift-to-physician programs that are designed to
serve the pharma companies and physicians in an ethical, legal
manner."

Oroho received a J.D. from the University of Notre Dame School of
Law in 1985 and an undergraduate degree from the United States
Merchant Marine Academy in 1978.

Porzio, Bromberg & Newman, founded in 1962, is headquartered in
Morristown, New Jersey, and maintains offices in New York City and
Brick, New Jersey. The firm focuses on litigation, environmental
law and business counseling, resulting in a more specialized
practice and entry into major nationally-litigated matters,
including toxic tort and pharmaceutical liability controversies.
Firm lawyers are also active in bankruptcy, land use and real
estate development, alternative dispute resolution, and
governmental affairs, as well as intellectual property,
commercial, education, employment, insurance, transportation and
motor carrier, construction, securities, and family law. For
additional information, visit http://www.pbnlaw.com


* BOOK REVIEW: The Money Wars: The Rise and Fall of the Great
                               Buyout Boom of the 1980s
-------------------------------------------------------------
Author:     Roy C. Smith
Publisher:  Beard Books
Softcover:  370 pages
List Price: $34.95
Review by David Henderson

Get your own personal today at
http://www.amazon.com/exec/obidos/ASIN/1893122697/internetbankrupt

Business is war by civilized means.  It won't get you a tailhook
landing on an n aircraft carrier docked in San Diego, but the
spoils of war can be glorious to behold.

Most executives do not approach business this way.  They are
content to nudge along their behemoths, cash their options, and
pillage their workers.  This author calls those managers "inertia
ridden."  He quotes Carl Icahn describing their companies as run
by "gross and widespread incompetent management."

In cycles though, the U.S. economy generates a few business
warriors with the drive, or hubris, to treat the market as a
battlefield.  The 1980s saw the last great spectacle of business
titans clashing.  (The '90s, by contrast, was an era of the
investment banks waging war on the gullible.)  The Money Wars is
the story of the last great buyout boom.  Between 1982 and 1988,
more than ten thousand transactions were completed within the U.S.
alone, aggregating more than $1 trillion of capitalization.

Roy Smith has written a breezy read, traversing the reader through
an important piece of U.S. history, not just business history. Two
thirds of the way through the book, after covering early twentieth
century business history, the growth of financial engineering
after WWII, the conglomerate era, the RJR-Nabisco story, and the
financial machinations of KKR, we finally meet the star of the
show, Michael Milken.  The picture painted by the author leads the
reader to observe that, every now and then, an individual comes
along at the right time and place in history who knows exactly
where he or she is in that history, and leaves a world-historical
footprint as a result.  Whatever one may think of Milken's ethics
or his priorities, the reader will conclude that he is the
greatest financial genius this country has produced since J.P.
Morgan.

No high-flying financial era has ever happened in this country
without the frothy market attracting common criminals, or in some
cases making criminals out of weak, but previously honest men (and
it always seems to be men).  Something there is about testosterone
and money.  With so many deals being done, insider trading was
inevitable.  Was Michael Milken guilty of insider trading?
Probably, but in all likelihood, everybody who attended his lavish
parties, called "Predators' Balls," shared the same information.
Why did the Justice Department go after Milken and his firm,
Drexel Burnham Lambert with such raw enthusiasm?  That history has
not yet been written, but Drexel had created a lot of envy and
enemies on the Street.

When a better history of the period is written, it will be a study
in the confluence of forces that made Michael Milken's genius
possible: the sclerotic management of irrational conglomerates, a
ready market for the junk bonds Milken was selling, and a few
malcontent capitalist like Carl Icahn and Ted Turner, who were
ready and able to wage their own financial warfare.

This book is a must read for any student of business who did not
live through any of these fascination financial eras.

Roy C. Smith is a professor of entrepreneurship, finance and
international business at NYU, and teaches on the faculty there of
the Stern School of Business.  Prior to 1987, he was a partner at
Goldman Sachs.  He received a B.S. from the Naval Academy in 1960
and an M.B.A. from Harvard in 1966.

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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.

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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.

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for the term of the initial subscription or balance thereof are
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Beard at 240/629-3300.

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