TCR_Public/030708.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, July 8, 2003, Vol. 7, No. 133

                          Headlines

21ST CENTURY TECH.: Sells Fort Worth Manufacturing Facility
ACTERNA CORP: Court Okays Miller Buckfire as Financial Advisor
ADELPHIA BUSINESS: Court Fixes Receivable Settlement Procedures
ADELPHIA COMMS: Has Until Oct 23 to Make Lease-Related Decisions
ADVANCED TECHNOLOGY: LTDnetwork Inc Discloses 15.4% Equity Stake

AHOLD: Names Joost Sliepenbeek as SVP Controller Effective Jul. 7
AIR CANADA: Ernst & Young Discloses Restructuring Plan Framework
AKORN INC: No Specific Date Yet for August Shareholders' Meeting
AMERCO: Earns Nod to Hire Alvarez & Marsal as Financial Advisor
APTAGEN INC: Case Summary & 20 Largest Unsecured Creditors

ARMSTRONG HOLDINGS: Balks at I&S Associates' Lease Damage Claim
AT&T WIRELESS: StockPickReport Gives Strong Sell Recommendation
BALTIMORE MARINE: Wants Okay to Use Heller's Cash Collateral
BLUE INDUSTRIES: Reviewing Workout & Liquidation Options
BURLINGTON IND.: Intends to Pay $306K Gibbons Fee Cap Excess

COBALT CORP: Will Publish Second-Quarter Results on July 22
CUMULUS MEDIA: Acquiring Two Stations from Midwest Dimensions
CYTO PULSE: UST to Convene First Creditors' Meeting on July 23
DALEEN TECHNOLOGIES: Brings USA Digital Online in BillingCentral
DAUPHIN TECHNOLOGY: Cuts Client-Auditor Ties with Grant Thornton

ENGAGE INC: Selling All Assets to Scene7 for $1.2 Million
EXIDE TECHNOLOGIES: Intends to Assume Amended EDS Service Pact
FLEMING COS.: Court Approves AP Services as Crisis Managers
FLEXTRONICS: StockPickReport Assigns "BUY" Stock Recommendation
GC COS.: Court Extends Deadline to Close Main Case to Feb. 7

GEMSTAR-TV: Provides Comment on Court Ruling re Patent Lawsuit
GENERAL DATACOMM: Court Okays Auctions Worldwide as Auctioneer
GENTEK INC: Summary & Overview of Joint Reorganization Plan
IFCO: Facing 2 Suits re Chicago Industrial Container Facility
IMPERIAL PLASTECH: Commences Restructuring Under CCAA in Canada

INTERPUBLIC GROUP: CFO Sean Orr Leaving Company by End of August
ION NETWORKS: Hires Kaufman Bros. to Explore Strategic Options
KAISER ALUMINUM: UST Amends Creditors' Committee Membership
LOEWEN GROUP: Judge Walsh Enters Final Decree Closing 48 Cases
MCMORAN EXPLORATION: Completes 6% Conv. Senior Notes Offering

MESA AIR GROUP: Extends Code-Share Pact with Frontier Airlines
MILESTONE SCIENTIFIC: Shareholders' Meeting Adjourned Sine Die
MOSAIC GROUP: Completes Sale of Mosaic Sales Solutions Business
NATIONAL CENTURY: Court Clears $5 Million Garamella Settlement
NT MEDIA CORP: AJ.Robbins Replace Caldwell as New Accountants

NT MEDIA CORP: Chris Mehringer Resigns as President and CEO
NVIDIA CORP: StockPickReport Gives "BUY" Stock Recommendation
OUTSOURCING SOLUTIONS: All Proofs of Claim Due by August 11
OWENS CORNING: Earns Blessing to File Secret JV Pacts Under Seal
POLAROID: Wants Plan Filing Exclusivity Extended to October 31

PRECISION SPECIALTY: Court Okays BTB Associates' Engagement
SHC INC: Section 341(a) Meeting to Convene on August 8, 2003
SHOLODGE INC: Completes Exchange Offer for 9.75% Sr. Sub. Notes
TELSCAPE: Ch 11 Trustee Taps ASK to Litigate Preferential Claims
TERADYNE INC: Promotes Mark Jagiela to Head Semiconductor Test

TOWER AUTOMOTIVE: Will Webcast Q2 Conference Call on July 22
UNITED AIRLINES: San Francisco Airport Wants Admin. Cost Payment
UPC POLSKA: Case Summary & 20 Largest Unsecured Creditors
US AIRWAYS: June 2003 Revenue Passenger Miles Tumble 5.8%
USG CORP: Committee Wants Nod to Litigate Preferential Transfers

WATERLINK INC: Appointing Delaware Claims as Noticing Agent
WEIRTON STEEL: Gets Approval to Hire FTI as Financial Advisor
WESTPOINT STEVENS: Committee Proposes Screening Wall Procedures
WILLIAM LYON: Reports Improved Net New Home Orders for June Qtr.
WINDY MOUNTAIN: Commences Voluntary Bankruptcy Restructuring

WINN-DIXIE: Appoints Rusty Findlay Director of Deli Operations
WORLDCOM: Gray Panthers Calls $250-Mil. Offer "An Empty Promise"
WORLDCOM: Boycott Founder Says Offer is "Sick 4th of July Joke"
WORLDCOM INC: Selling Pentagon City Property for $133 Million
W.R. GRACE: Court Approves DIP Financing as Modified and Amended

XM SATELLITE: Declares Regular Preferred Quarterly Dividend
XML GLOBAL: Inks Letter of Intent to Sell Assets to Xenos Group
XML GLOBAL: Brings-In Morgan & Company as New External Auditors
YOUTHSTREAM MEDIA: Hires Weinberg to Replace Ernst & Young LLP

* Large Companies with Insolvent Balance Sheets

                          *********

21ST CENTURY TECH.: Sells Fort Worth Manufacturing Facility
-----------------------------------------------------------
21st Century Technologies, Inc. (OTCBB:TFCT) has sold its building
in Haltom City, Texas, which houses its manufacturing and
distribution facility. The facility, which consists of a
single-story building of approximately 40,000 square feet on East
Haltom Road in Haltom City, Texas, with more than adequate parking
and access, will continue to house manufacturing and shipping for
21st Century's wholly-owned subsidiaries, Trident Technologies,
Inc., Innovative Weaponry, Inc. and the Miniature Machine
Corporation.

Arland D. Dunn, President and Chief Executive Officer, stated,
"The sale of the building is good move for the Company. Not only
were we able to utilize sale funds to retire substantial debt,
including debt to the Chase Corporation (AMEX: CCE - News) and
Texas Mutual Insurance Company, but also we were able to negotiate
favorable payoff terms. We also negotiated a very favorable lease-
back of space in the building with the purchaser of the building.
This deal is a win-win for everybody involved. The debt reduction
will improve the Company's financial performance in the short and
long run."

21st Century Technologies, Inc., is holding company which owns
subsidiary manufacturing/sales companies; they are Trident
Technologies, Inc., Innovative Weaponry, Inc. and the Miniature
Machine Corporation. Trident manufactures the Sea Patch and ProMag
high technology leak and rupture sealing devices which employ
rare-earth permanent magnets. These devices are in service with
some of the world's largest companies, such as Exxon-Mobil (NYSE:
XOM - News), CSX (NYSE: CSX - News), Conoco (NYSE: COP - News) the
Union Pacific Railroad (NYSE: SPI - News) and Dow Chemical (NYSE:
DOW - News). In addition, Trident currently provides its patented
permanent rare-earth magnets to the Naval Sea Systems Command's
Emergency Ship Salvage Material. The ESSM system is a mixture of
bases and other facilities that provide ship salvage, pollution
control and engineering equipment on an emergency basis. For more
information, visit http://www.essmnavy.net

Innovative Weaponry manufactures the outstanding line of low-light
and no-light open gun sights under the trademark P-T NightSights.
The sights, popular among law enforcement users, with military
applications and hobbyist popularity as well, provide to the
shooter an enhanced poor-light condition sight picture by
employing illumination provided by tritium, a radioactive isotope
of hydrogen.

Miniature Machine Corporation manufactures a complete line of
precision-machined fully adjustable gun sights, highly-respected
and popular among serious hobbyists and sportsmen. Tritium
technology is also available as an option for Miniature Machine
Corporation sights.

Additional information concerning 21st Century Technologies, Inc.
and its subsidiaries may be found at http://www.tfctcorp.com

21st Century Technologies' March 31, 2003 balance sheet shows a
working capital deficit of about $230,000 while its total
shareholders' equity further dwindled to about $680,000.

In its Form 10-QSB filed with the Securities and Exchange
Commission, the company reported:

"Total assets decreased from $4,775,069 to $2,466,682 respectively
in the first quarter of 2002 and 2003. This reflects management's
current attempts to collect receivables and reduce inventory in
stock as well as the 2002 year-end write off and reserving of
notes and accounts receivables and licenses deemed uncollectible
or unuseful. Accounts receiveable decreased 86% from $1,071,222 on
March 31, 2002 to $144,929 on March 31, 2003. Inventory decreased
39% from $820,704 to $499,612 during the same respective periods.

"Current liabilities were reduced $753,128 or 43% from $1,739,831
on March 31, 2002 to $986,703 on March 31, 2003.  Total
Liabilities were reduced from $2,280,358 to $1,787,562 for the
same respective periods."


ACTERNA CORP: Court Okays Miller Buckfire as Financial Advisor
--------------------------------------------------------------
Michael F. Walsh, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that Miller Buckfire Lewis & Co., Inc. has a long-
standing relationship with Acterna Corp. and its debtor-
affiliates, having assisted them in the prepetition tender offers
for the subordinated notes.  Miller Buckfire has been retained to
act as the Debtors' principal postpetition financial advisor.

Mr. Walsh clarifies that the fees for Miller Buckfire have been
negotiated first by the Debtors, and then by the agent for the
Lenders, whose cash is being utilized to pay the fees.  The
result of this negotiation was to reduce Miller Buckfire's
proposed success fee from $5,000,000 to a $3,000,000 fixed fee.
Moreover, 50% of Miller Buckfire's $175,000 monthly fees will be
credited against the proposed success fee.

                           *     *     *

Consequently, Judge Lifland permits the Debtors to employ Miller
Buckfire as their financial advisor and investment banker,
effective May 6, 2003.  The Committee of Unsecured Creditors
withdrew its objection upon agreement with the Debtors.

                           *     *     *

Miller Buckfire will render financial advisory and investment
banking services that include:

   (a) assisting them in the analysis, design and formulation of
       their various options in connection with a restructuring
       or sale of assets;

   (b) advising and assisting them in structuring and
       effectuating the financial aspects of such transactions;

   (c) providing financial advice and assistance in developing
       and seeking approval of a Restructuring Plan, including
       assisting them in negotiations with entities or groups
       affected by the Restructuring Plan; and

   (d) if applicable, identifying and negotiating with potential
       acquirers in connection with any Sale.

The Debtors will compensate Miller Buckfire for its services by
way of:

     -- a $175,000 monthly fee;

     -- on the consummation of a Restructuring or Sale, a
        $3,000,000 restructuring fee or a Sale Transaction Fee
        equal to 1% of the aggregate consideration of the Assets,
        as applicable.

Fifty percent of the monthly fees will be credited against any
Restructuring Transaction or Sale Transaction Fee. (Acterna
Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


ADELPHIA BUSINESS: Court Fixes Receivable Settlement Procedures
---------------------------------------------------------------
Adelphia Business Solutions, Inc., and its debtor-affiliates
obtained approval from the Court to collect and settle outstanding
accounts receivable totaling close to $18 million, pursuant to
certain procedures.

With the Court approval, the Debtors will collect and settle the
Outstanding Receivables in a manner substantially consistent with
their prepetition collection practices and without the need for
obtaining further Court approval of collections and settlements
on a case-by-case basis.  In negotiating and achieving these
collections and settlements, the Debtors will be guided by several
factors, including the likelihood of the Debtors collecting the
past due receivables and the estimated costs that would be
incurred in litigating or otherwise resolving these collections.
Granting the authority requested would enable the Debtors to
efficiently and economically collect the Outstanding Receivables
and settle creditors' counterclaims, thereby improving collections
with respect to these Outstanding Receivables.

The Debtors will collect, compromise, and settle the Outstanding
Receivables in accordance with these settlement procedures:

  A. If the Settlement Difference is less than $50,000, the
     Debtors will be authorized to settle the account receivable
     without prior approval of the Court or any other party-in-
     interest.

  B. If the Settlement Difference is greater than or equal to
     $50,000, but less than $100,000:

     -- the Debtors will provide a summary of the terms of a
        proposed settlement to:

          (i) the U.S. Trustee;

         (ii) the attorneys for the postpetition lenders;

        (iii) the attorneys for the statutory committee of
              unsecured creditors; and

         (iv) the attorneys for the ad hoc committee of 12-1/4%
              bondholders.

     -- A Settlement Summary should set forth:

          (i) the Settlement Amount;

         (ii) the name of the parties to the settlement;

        (iii) a summary of the dispute, including a statement of
              the Debtors' Amount and the basis for the
              controversy;

         (iv) an explanation why the settlement of the
              Outstanding Receivable is favorable to the
              Debtors, their estates, and its creditors; and

          (v) a copy of any proposed settlement agreement.

     -- If any of the Notification Parties object within 10 days
        after the date of transmittal of the Settlement Summary,
        the Debtors, in their sole discretion, may:

          (i) seek to renegotiate the proposed settlement and
              may submit a revised Settlement Summary; or

         (ii) file a motion with the Court pursuant to
              Bankruptcy Rule 9019 requesting approval of the
              proposed compromise and settlement.

     -- In the absence of an objection to a proposed settlement
        by the Notification Parties, the Debtors will be deemed
        authorized, without further Court order, to enter into
        an agreement to settle the Outstanding Receivable at
        issue, as provided in the Settlement Summary.

  C. If the Settlement Difference is greater than or equal to
     $100,000, the Debtors will file a Rule 9019 Motion.

  D. The Debtors will be required to file a motion with the
     Court requesting approval of a compromise and settlement
     pursuant to Bankruptcy Rule 9019 for compromise or
     settlement of any Outstanding Receivable owed to the
     Debtors by:

       (i) an insider, as defined in Section 101(31) of the
           Bankruptcy Code;

      (ii) Adelphia Communications Corporation; or

     (iii) any member of the Rigas family. (Adelphia Bankruptcy
           News, Issue No. 35; Bankruptcy Creditors' Service,
           Inc., 609/392-0900)


ADELPHIA COMMS: Has Until Oct 23 to Make Lease-Related Decisions
----------------------------------------------------------------
As of the Petition Date, Adelphia Communications and its debtor-
affiliates were parties to over 1,000 non-residential real
property leases.  According to Shelley C. Chapman, Esq., at
Willkie Farr & Gallagher, in New York, the Unexpired Leases govern
property used by the Debtors in the operation of their businesses
and include leases for office space, warehouses, payment centers,
earth stations, head-ends, tower sites and fiber hub sites.  The
Unexpired Leases may be valuable assets of the Debtors' estates
and may be integral to the continued operation of their
businesses.

Since the Petition Date, Ms. Chapman relates that the Debtors have
undertaken the process of analyzing their Unexpired Leases and
determining which of them are critical to their operations and
which are not necessary to their future business needs.  To date,
the Debtors have rejected 37 Unexpired Leases.  During the coming
months, the Debtors will continue to analyze their need for
premises covered by the Unexpired Leases.  The completion of this
analysis, however, requires an extension of time which will enable
the Debtors to continue to evaluate the need for these locations
in the context of the long-range business plan currently being
developed by senior management.

Thus far in these cases, the Debtors have primarily focused their
efforts and energies on:

      (i) securing new senior management,

     (ii) stabilizing their operations, and

    (iii) laying the groundwork for a long-term business plan,
          which is the foundation to a successful plan of
          reorganization.

"To require the Debtors to make significant business decisions as
to which of the Unexpired Leases will be needed for their
reorganization effort at this time would be impractical and, more
importantly, contrary to the best interests of the Debtors'
estates and all creditors," Ms. Chapman contends.  "The Debtors
should not be forced to choose between losing valuable locations
and assuming leases that ultimately should be rejected."

Accordingly, the Debtors sought and obtained a Court order
extending their time to assume or reject all unexpired non-
residential real property leases through and including October 23,
2003. (Adelphia Bankruptcy News, Issue No. 36; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ADVANCED TECHNOLOGY: LTDnetwork Inc Discloses 15.4% Equity Stake
----------------------------------------------------------------
LTDnetwork, Inc., beneficially owns 8,000,000 shares of the common
stock of Advanced Technology Industries, Inc., representing 15.4%
of the outstanding common stock of the Company.  LTDnetwork has
sole voting and dispositive powers over the stock.

On June 19, 2003, LTDnetwork and Advanced Technology Industries
entered into a Conversion Agreement, pursuant to which LTDnetwork
and Advanced Technology Industries agreed to convert $800,000 of
indebtedness of Advanced Technology Industries held by LTDnetwork
into 8,000,000 shares of common stock of the Company, in full
satisfaction of all obligations and liabilities of Advanced
Technology Industries in connection with the converted debt. The
converted debt served as the consideration for the purchase of the
Shares. In connection with the debt conversion, LTDnetwork
released the security for the converted debt which consisted of
patents relating to a resealable can technology.

LTDnetwork has acquired Advanced Technology Industries' common
stock owned by it for investment purposes pursuant to the
Conversion Agreement dated June 19, 2003 between LTDnetwork and
the Company. Under the terms of the Conversion Agreement,
LTDnetwork may not sell, transfer, assign or otherwise convey the
Shares or any shares issued in respect of the Shares upon any
stock split, stock dividend, recapitalization, merger,
consolidation or similar event, except that LTDnetwork may pledge
the Shares for purposes of borrowing money.

In addition, on June 18, 2003 LTDnetwork entered into an Agreement
and Plan of Merger by and among LTDnetwork, Advanced Technology
Industries and LTDN Acquisition Corp., a Delaware corporation and
wholly-owned subsidiary of Advanced Technology Industries("Merger
Sub"). Pursuant to the Merger Agreement, Merger Sub will be merged
with and into LTDnetwork, and LTDnetwork will continue as the
surviving corporation and as a wholly-owned subsidiary of Advanced
Technology Industries, Inc. As a result of the Merger,
stockholders of LTDnetwork will receive in exchange for such
stockholders shares of common stock of LTDnetwork, such number of
shares of common stock, par value $0.0001 per share, of Advanced
Technology Industries such that after the issuance of such shares
of common stock of Advanced Technology Industries, such
stockholders of LTDnetworks will own in the aggregate at least 58%
of the outstanding shares of common stock of Advanced Technology
Industries. Such percentage of shares of common stock of Advanced
Technology Industries to be issued to the stockholders of
LTDnetwork may be increased depending on the amount of cash on
LTDnetwork's balance sheet and the existence of certain
liabilities of Advanced Technology Industries, in each case at the
time of the Merger.

The consummation of the Merger is contingent upon (i) the approval
and adoption by the stockholders of Advanced Technology Industries
of an amendment to the Certificate of Incorporation of the Company
to increase its authorized capital stock, (ii) the approval and
adoption of the Merger Agreement by the stockholders of
LTDnetwork,(iii) the conversion of the outstanding indebtedness of
Advanced Technology Industries into common stock of the Company,
(iv) LTDnetwork having at least $5,000,000 on its balance sheet at
the time of the Merger (less any funds loaned by it to Advanced
Technology Industries prior to the Merger), (v) the effectiveness
of a registration statement registering the shares of common stock
of Advanced Technology Industries to be issued to the stockholders
of LTDnetwork, and (vi) other conditions set forth in the Merger
Agreement.

Upon consummation of the Merger, if completed, Advanced Technology
Industries will use its best efforts to cause Allan Klepfisz, Chai
Ong and such other designees requested by LTDnetwork by June 18,
2003 to be appointed or elected to fill such vacancies at the
effective time of the Merger. LTDnetwork intends to review on a
continuing basis various factors relating to its investment in
Advanced Technology Industries, including but not limited to its
business and prospects, the price and availability of its
securities, subsequent developments affecting the Company, and
other investment and business opportunities available to
LTDnetwork.

According to Advanced Technology Industries' most recent Quarterly
Report on Form 10-QSB, as filed with the Securities and Exchange
Commission on June 20, 2003, there were issued and outstanding
52,011,270 shares its common stock on June 10, 2003.

Advanced Technology Industries, Inc. -- whose December 31, 2002
balance sheet shows a total shareholders' equity deficit of about
$8 million -- was incorporated under the laws of the State of
Delaware on October 25, 1995. On February 1, 2000, the Company
changed its name from Kurchatov Research Holdings, Ltd. to
Advanced Technology Industries, Inc. The Company was organized to
identify, assess and commercialize technologies introduced and
developed by scientists throughout the world with particular
emphasis on technologies originating in Israel, Germany and
Russia.


AHOLD: Names Joost Sliepenbeek as SVP Controller Effective Jul. 7
-----------------------------------------------------------------
The Ahold (NYSE:AHO) (Other OTC:AHODF) Corporate Executive Board
appointed Joost Sliepenbeek as Senior Vice President Controller,
effective July 7, 2003. Sliepenbeek (39) is currently Chief
Financial Officer at Albert Heijn. He joined Ahold in January 1994
as Director Corporate Mergers & Acquisitions and was appointed
Controller at Ahold Institutional Food Supply -- now Deli XL -- in
September 1996 before being named Executive Vice President and CFO
at Albert Heijn on May 1, 1999.

Succeeding Sliepenbeek as Albert Heijn CFO is Chris Dik (36),
currently Logistics Director. Dik's appointment is also effective
July 7, 2003. He in turn is succeeded by Johan Boeijenga (40), who
until recently was Country Manager of Ahold's Indonesian
operation.

                           *   *   *

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: Ernst & Young Discloses Restructuring Plan Framework
----------------------------------------------------------------
Ernst & Young LLC, Air Canada and its debtor-affiliates' monitor,
reports that Air Canada has developed a framework for its
financial restructuring plan.  The key components of the
preliminary plan include:

    -- Raising $1,350,000,000 in new equity and debt capital for
       exit financing.  Air Canada is in the process, in
       consultation with the Monitor, of developing a competitive
       process that will facilitate potential investors submitting
       expressions of interest to provide new equity to a
       restructured Air Canada;

    -- Raising financing to obtain new 55 to 110-seat aircraft in
       future years at an estimated capital cost of over
       $4,000,000,000; and

    -- Converting the existing unsecured debt into equity of the
       restructured Air Canada.

Ernst & Young notes that it is highly likely that there will not
be any meaningful recovery to existing Air Canada equity. (Air
Canada Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


AKORN INC: No Specific Date Yet for August Shareholders' Meeting
----------------------------------------------------------------
The Annual Meeting of shareholders of Akorn, Inc., will be held at
10:00 a.m., local time, on a date in August yet to be announced.
The meeting will be held in the Read Room of The Northern Trust
Bank, 265 East Deerpath, Lake Forest, Illinois 60045 for the
following purposes:

       1.  To elect five directors to the Board of Directors.

       2.  To consider and vote upon the adoption of the Akorn,
           Inc. 2002 Stock Option Plan for Directors providing for
           option grants for independent directors of the Company.

       3.  To consider and vote upon approval of certain of the
           conversion features of the subordinated debt issued by
           the Company to a trust controlled by the Company's
           Chairman of the Board.

       4.  To transact such other business as may properly come
           before the Meeting and any adjournments thereof.

The Board of Directors has not yet fixed the close of business
date in July to be the record date for the determination of
shareholders entitled to notice of and to vote at the Annual
Meeting and all adjournments thereof.

Akorn, Inc. manufactures and markets sterile specialty
pharmaceuticals, and markets and distributes an extensive line
of pharmaceuticals and ophthalmic surgical supplies and related
products. Additional information is available on the Company's
Web site at http://www.akorn.com

                          *     *     *

                    Going Concern Uncertainty

In Akorn's most recent Form 10-Q filed with SEC, the Company
reported:

"The [Company's] financial statements have been prepared on a
going concern basis, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course
of business. Accordingly, the financial statements do not
include any adjustments relating to the recoverability and
classification of recorded asset amounts or the amounts and
classification of liabilities that might be necessary should the
Company be unable to continue as a going concern.

The Company experienced losses from operations in 2002, 2001 and
2000 and has a working capital deficiency of $29.4 million as of
March 31, 2003. The Company also is in default under its
existing credit agreement and is a party to governmental
proceedings and potential claims by the Food and Drug
Administration that could have a material adverse effect on the
Company. Although the Company has entered into a Forbearance
Agreeement with its senior lenders, is working with the FDA to
favorably resolve such proceeding, has appointed a new interim
chief executive officer and implemented other management changes
and has taken steps to return to profitability, there is
substantial doubt about the Company's ability to continue as a
going concern. The Company's ability to continue as a going
concern is dependent upon its ability to (i) continue to finance
it current cash needs, (ii) continue to obtain extensions of the
Forbearance Agreement, (iii) successfully resolve the ongoing
governmental proceeding with the FDA and (iv) ultimately
refinance its senior bank debt and obtain new financing for
future operations and capital expenditures. If it is unable to
do so, it may be required to seek protection from its creditors
under the federal bankruptcy code.

"While there can be no guarantee that the Company will be able
to continue to generate sufficient revenues and cash flow from
operations to finance its current cash needs, the Company
generated positive cash flow from operations in 2002 and for the
period from January 1 through April 30, 2003. As of April 30,
2003, the Company had approximately $400,000 in cash and
equivalents and approximately $1.4 million of undrawn
availability under its second line of credit described below.

"There can also be no guarantee that the Company will
successfully resolve the ongoing governmental proceedings with
the FDA. However, the Company has submitted to the FDA and begun
to implement a plan for comprehensive corrective actions at its
Decatur, Illinois facility.

"Moreover, there can be no guarantee that the Company will be
successful in obtaining further extensions of the Forbearance
Agreement or in refinancing the senior debt and obtaining new
financing for future operations. However, the Company is current
on its interest payment obligations to its senior lenders,
management believes that the Company has a good relationship
with its senior lenders and, as required, the Company has
retained a consulting firm, submitted a restructuring plan and
engaged an investment banker to assist in raising additional
financing and explore other strategic alternatives for repaying
the senior bank debt. The Company has also added key management
personnel, including the appointment of a new interim chief
executive officer and vice president of operations, and
additional personnel in critical areas, such as quality
assurance. Management has reduced the Company's cost structure,
improved the Company's processes and systems and implemented
strict controls over capital spending. Management believes these
activities have improved the Company's profitability and cash
flow from operations and improve its prospects for refinancing
its senior debt and obtaining additional financing for future
operations.

"As a result of all of the factors cited in the preceeding
paragraphs, management of the Company believes that the Company
should be able to sustain its operations and continue as a going
concern. However, the ultimate outcome of this uncertainty
cannot be presently determined and, accordingly, there remains
substantial doubt as to whether the Company will be able to
continue as a going concern. Further, even if the Company's
efforts to raise additional financing and explore other
strategic alternatives result in a transaction that repays the
senior bank debt, there can be no assurance that the current
common stock will have any value following such a transaction.
In particular, if any new financing is obtained, it likely will
require the granting of rights, preferences or privileges senior
to those of the common stock and result in substantial dilution
of the existing ownership interests of the common stockholders."


AMERCO: Earns Nod to Hire Alvarez & Marsal as Financial Advisor
---------------------------------------------------------------
AMERCO, pursuant to Sections 327(a) and 329 of the Bankruptcy Code
and Rule 2014 of the Federal Rules of Bankruptcy Procedure, asks
the Court to:

    (a) authorize the retention and employment of Alvarez &
        Marsal, Inc. as its financial advisor and consultant; and

    (b) approve the proposed terms of Alvarez's employment.

According to Bruce T. Beesley, Esq., at Beesley, Peck & Matteoni,
Ltd., in Reno, Nevada, Alvarez is a worldwide financial
restructuring and advisory firm that is well qualified to serve a
AMERCO's financial advisor and consultant in this case.  Alvarez
and its current professionals have extensive experience working
with financially troubled companies in complex financial
restructurings, both out-of-court and in the context of Chapter
11.  Moreover, Alvarez has been involved as advisors with respect
to financial restructurings, raising of capital and other advisory
assignments to numerous consumer products companies, including
various Chapter 11 cases.  Alvarez professionals have provided
advisory services in the past to Andersen LLP, Warnaco Inc.,
Spiegel Inc., Exodus Communications, among others.

Mr. Beesley tells Judge Zive that AMERCO hired Alvarez in May 2003
to provide a variety of financial advisory and consulting
services.  Alvarez is familiar with the books, records, financial
affairs and other data AMERCO maintained and is well qualified to
continue to provide those services to AMERCO.  Retaining Alvarez
is an efficient and cost effective way for AMERCO to obtain
necessary financial advisory and consulting services it needs.

Specifically, Alvarez will:

    (a) Undertake, in consultation with members of management, a
        comprehensive study and analysis of the business,
        operations, financial condition and prospects of AMERCO;

    (b) Review with members of management AMERCO's financial
        plans and analyze its strategic plans and business
        alternatives;

    (c) Assist AMERCO in reviewing and assessing its cash flow
        and income projections;

    (d) Analyze existing direct and contingent liabilities of
        AMERCO and debt structural issues;

    (e) Advise AMERCO's management with respect to available
        capital and financial alternatives, including recommending
        specific courses of action;

    (f) Ascertain AMERCO's debt servicing capability under the
        current debt maturity structure and any additional
        funding requirements, including working capital, trade
        financing, equipment acquisition, export financing and
        other financing needs;

    (g) Determine AMERCO's overall enterprise value and the Group
        to serve as the basis for a restructuring or
        recapitalization plan;

    (h) Develop, together with AMERCO's President and staff, a
        restructuring or recapitalization plan;

    (i) Assist AMERCO with negotiating and structuring financing
        including new capital in the form of DIP facility and
        exit financing;

    (j) Assist AMERCO in its presentations to the creditors of
        its projections, valuations and restructuring plan;

    (k) Assist with bankruptcy strategy planning;

    (l) Assist AMERCO in negotiations with its key creditors;

    (m) Provide financial advice and assistance to AMERCO in
        developing and seeking approval of a restructuring plan,
        which may be a plan of reorganization under Chapter 11;

    (n) Participate in hearing before the Bankruptcy Court; and

    (o) Other activities as AMERCO or its Board of Directors
        approves and agreed to by Alvarez.

Richard Williamson, Managing Director of Alvarez & Marsal, says
that to the best of his knowledge, Alvarez's officers and
employees:

    (i) do not have any connection with AMERCO, its creditors or
        any other party-in-interest, or their respective
        attorneys or accountants;

   (ii) are "disinterested persons" under Section 101(14) of the
        Bankruptcy Code; and

  (iii) do not hold or represent an interest adverse to the
        estate, except as disclosed.

Thus, Mr. Williamson concludes, Alvarez is eligible to be
retained under Sections 327(a) and 328(a).

Mr. Williamson informs the Court that Alvarez will seek Court
approval for compensation of its services and reimbursement of
out-of-pocket expenses.  Under the terms of the Engagement Letter:

    (a) Alvarez will charge AMERCO for services perform at
        its standard hourly rates:

           Managing Directors        $475 - 595
           Directors                  375 - 450
           Associates                 275 - 350
           Analysts                   175 - 250
           Para-Professionals          50 -  75

        Alvarez will provide monthly billing statements to
        AMERCO.  For each month during the term of this
        engagement, any amount of the Monthly Hourly Rate Amount
        that exceeds $175,000, including a pro-rated amount for
        May 2003, will be credited, up to $1,500,000, against
        any Restructuring Transaction Fee payable to Alvarez;

    (b) If at any time during the term of this engagement, or
        during the time period that AMERCO may be a debtor under
        Chapter 11 if the restructuring is to be implemented
        pursuant to a Chapter 11 proceeding:

        (1) any restructuring is consummated, or

        (2) an agreement in principle, definitive agreement or
            Plan to effect a restructuring is entered into and
            concurrently therewith or at any time thereafter, the
            restructuring is consummated,

        Alvarez will be entitled to receive a Restructuring
        Transaction Fee, contingent on the consummation of the
        restructuring and payable at the closing thereof, equal
        to $4,000,000.  Provided further that if either of the
        two conditions occurs in connection with a plan of
        reorganization, which either includes no convertible debt
        as part of the treatment of creditors or where
        convertible debt is included but is redeemed within 12
        months of the plan effective date, then Alvarez will be
        entitled to receive the Restructuring Transaction Fee,
        plus an additional $1,000,000;

    (c) In addition to the Restructuring Transaction Fee, Alvarez
        will be entitled to a Timing Incentive Fee based on the
        timing of the occurrence of either of the events in
        (b)(1) or (2).  The Timing Incentive Fee will be
        $2,400,000, less the Timing Period Adjustment.  The
        Timing Period Adjustment will be $200,000 for every 30
        days from the Petition Date to the Timing Fee Event; and

    (d) In addition, Alvarez will be reimbursed for its
        reasonable out-of-pocket expenses incurred in connection
        with this assignment, including travel, lodging,
        duplicating, computer research, messenger and telephone
        charges.  Moreover, Alvarez will be reimbursed for the
        reasonable fees and expenses of its counsel incurred in
        connection with the enforcement of this Agreement.  All
        fees and expenses will be billed and payable on a monthly
        basis or, at Alvarez's discretion, more frequently.

Mr. Williamson notes that pursuant to the terms of the Engagement
Letter, AMERCO agreed to indemnify Alvarez for certain losses,
claims or damages arising from this engagement, except for losses,
claims or damages that arise out of Alvarez's gross negligence or
willful misconduct.

AMERCO provided Alvarez with a $500,000 retainer.  Mr. Beesley
points out that other than the Retainer, no payments have been
made to Alvarez for services rendered or to be rendered.

                         *    *    *

Pending notice to the U.S. Trustee, the top 20 largest unsecured
creditors, AMERCO's secured lenders and counsel for any official
committee and a hearing, Judge Zive approves the Alvarez
employment as AMERCO's financial advisor and consultant as of June
20, 2003. (AMERCO Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


APTAGEN INC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Aptagen, Inc.
        13455 Sunrise Valley Drive, Ste. 100
        Herndon, Virginia 20171-0000

Bankruptcy Case No.: 03-13015

Type of Business: Aptagen is a genetic engineering company focused
                  on integrated DNA technology.

Chapter 11 Petition Date: June 26, 2003

Court: Eastern District of Virginia (Alexandria)

Judge: Robert G. Mayer

Debtor's Counsel: Thomas P. Gorman
                  Tyler, Bartl, Gorman & Ramsdell, PLC
                  206 N. Washington Street
                  Suite 200
                  Alexandria, VA 22314
                  Tel: 703-549-5000
                  Fax : 703-549-5011

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
TWG Sunrise Valley, LLC                               $197,715

Piper, Marbury, Rudnick     Supplier                  $137,435
& Wolf

H. Alex Bradford            Promissory Note           $108,268

Greg Marcy                                            $108,992

Northwestern Investments    Promissary Note           $103,340

Tony Fitz                                             $100,054

Sequetech Corp              Supplier                   $82,323

Lynne Higbie                Promissory Note            $75,459

George DeVaux               Wages                      $60,000

Anne Eisenberg Trust                                   $54,241

Dave MacDonald              Advance                    $39,863

David D. MacDonald          Wages                      $40,500

Esther Mayda                                           $28,216

Greenstreet Associates      Promissory Note            $53,646

MBNA America                                           $21,139

Mintz, Levin, Cohn,         Supplier                   $69,794
Ferris, Gl

Qiagen, Inc.                Supplier                   $34,256

Sigma-Genosys, L.P.                                    $29,460

Terri Moulds                                           $26,913

UniMatrix International Corp.                          $23,249


ARMSTRONG HOLDINGS: Balks at I&S Associates' Lease Damage Claim
---------------------------------------------------------------
Armstrong World Industries asks the Bankruptcy Court to disallow
and expunge the proof of claim filed by I&S Associates, LLC, for
lease rejection damages. Rebecca L. Booth, Esq., at Richards
Layton & Finger in Wilmington explains that in March of 1997, AWI
signed a lease agreement with North Queen Street Limited
Partnership, and Granite Investment Corporation, with respect to
approximately 260,400 square feet of office and light
manufacturing space in downtown Lancaster, Pennsylvania.  The
lease provided for a term of 8 years, beginning on April 1, 1997,
and ending on March 31, 2005.

AWI, Queen Street, and Granite I Corporation (successor by merger
with Granite Investment Corp.) amended the lease agreement in July
of 1997, extending the term of the lease through July 31, 2005,
and granting AWI an option to renew the lease for an additional
five years.  The annual base rent under the lease was
approximately $1,455,000 for the primary term, excluding common
area maintenance charges for which AWI also was obligated.
Pennsylvania law governs the terms of the lease.

In August 1998, Queen Street and Granite assigned the lease to I&S
in connection with a sale of the premises.  In April 2001, Judge
Newsome signed an order authorizing AWI to reject the lease,
effective as of April 30, 2001.

                        The I&S Claim

On August 31, 2001, I&S filed its claim asserting a general,
unsecured claim for damages arising from rejection of the lease in
an aggregate amount of "no less than $16,327,970 together with
additional unliquidated damages."  This claim was made up of three
components:

       (1) a rent claim in the aggregate amount of $1,455,000;
       (2) a claim for damages in the aggregate amount of "no
           less than $7,060,970" in connection with annual
           maintenance charges AWI was required to pay under the
           lease; and
       (3) a claim for damages to be incurred by I&S in
           connection with a retrofitting of the premises for a
           new tenant, estimated to cost I&S an aggregate of "no
           less than $7,812,000."

I&S amended the proof of claim because it has engaged an architect
in preparation for beginning the actual retrofitting work.  The
architect advised by letter that the estimated cost of demolition
and restoration of 183,214 square feet of space to its original
condition will be $12,114,108.  The architect's estimate includes
the cost of repositioning of electrical, mechanical, plumbing,
fire suppression and finishes.  The I&S claim as amended totals
$20,630,078.

                          The Objection

AWI objects to allowance of this proof of claim on the ground that
the asserted rejection amounts are not calculated in compliance
with the Bankruptcy Code, and exceed the statutory cap on lease
damages. Furthermore, the I&S claim is said not to provide
"sufficient documentation" of I&S's actual damages, and evidence
of its mitigation of those damages, if any.

                  I&S Responds to the Objection
                  And Demands Allowance in Full

Aaron Garber, Esq., at Pepper Hamilton LLP in Wilmington, argues
that if a payment included within the I&S Claim would fall within
the definition of the term "rent reserved" as used in Section
502(b)(6), then it would be subject to the "cap" set forth in that
same section -- apparently AWI's position.  However, in a triple
net lease such as that involved in this case, a tenant is called
upon to pay "additional rent" in the form of, inter alia, taxes,
municipal assessments, insurance premiums, and maintenance costs.
In such leases, a court must look to the lease itself, and state
law, on a case-by-case basis to determine what constitutes "rent
reserved," regardless of the labels used in the lease itself.

Further, the cap in the Bankruptcy Code only applies to damages
the landlord would have avoided but for the lease termination.
If, as is the case here, repair costs are damages for the breach
of lease covenants, separate and apart from the lease termination,
then those costs are not subject to the Code's cap.

The formula designed by Congress for calculating the maximum
allowable claim under Section 502(b)(6) is intended to limit
prospective damages resulting from an early termination of a
lease. The policy judgment behind Section 502(b)(6) was twofold:
first, to ensure that non-lessor creditors recover more than the
minimal portions of their claims they would recover if a
landlord's claims resulting from termination of long leases were
allowed in full; and, second, to ensure that lessors obtain a
reasonable portion of the damages they suffered as a result of an
abandonment of a lease by a bankruptcy.  Here, the demolition and
restoration costs sought by I&S have nothing to do with the length
of the lease, and are unrelated to AWI's bankruptcy.

If AWI is suggesting to the Court that section 502(b)(6) caps all
damages a landlord has suffered when a bankrupt tenant renounces a
lease, then I&S disputes that suggestion.  The courts have
routinely permitted claims for damages arising out of the breach
of lease covenants unrelated to the termination of a lease. For
instance, when a tenant breaches its duty to maintain the premises
and repair damage caused by it, the landlord may file a separate
claim for that damage. If a tenant has reconfigured the leased
premises to suit its needs and fails to return the premises to its
original condition upon departure, then the cost incurred by the
landlord to retrofit the space to its original condition is a
permissible claim.

Where the statutory cap is applicable, any mitigating rent or rent
received post-petition is deducted from the total damages claim
asserted by the landlord before applying the Sec. 502(b)(6) cap.
To reduce the cap by the amount of post-petition rental would be
to reduce the lease termination damages a second time for the same
credit.  The calculation of damages is determined in accordance
with the lease terms and applicable state law and then is limited
by application of the Sec. 502(b)(6) cap.

              Calculation of Landlord's Capped Damages

I&S has provided architectural drawings showing the scope of the
demolition and restoration required to return the property to its
pre-lease condition. It has submitted the report of opinion of an
expert architect and cost estimator, who used these drawings and
three site visits to estimate the cost of restoration. I&S submits
that this evidence is enough to meet its prima facie burden of
proof and that the burden is now upon AWI to rebut that showing.
I&S submits further that the section of the lease which requires
AWI to make at least $1 million dollars of "improvements" has
absolutely nothing to do with measuring what is the reasonable
cost of restoring the premises to its original condition absent
normal wear and tear.  A clause in a lease setting a minimum
investment is irrelevant for purposes of measuring the
reasonable cost of what was actually done. It also fails to
consider
that the cost of demolition and restoration could well exceed the
initial cost of the alteration.

Finally, the lease provides that reasonable expenses incurred in
connection with reletting the premises are recoverable. Included
within those reasonable expenses is the cost of restoration,
whatever that may be. Other reasonable expenses might be brokers
commissions, advertising costs or attorneys' fees.

An expense could be unreasonable, regardless of how much it was,
if it is not reasonably related to reletting. The concept of what
is a reasonable expense has to do with the quality of expense
(i.e., related to reletting) rather than the quantity of that
expense.  Absolutely nothing turns on the amount of the particular
expense.

I&S is relying on the lease obligation of AWI to restore the
premises to their pre-lease condition, an obligation that is not
conditioned upon a hypothetical replacement tenant's needs.  I&S
is not claiming damage for long-term capital improvements.  Here,
as the architect's report make clear, the cost of the demolition
and restoration is to return the property to pre-rent condition;
it is not to retrofit and improve the property in order to make it
more rentable at a higher price. It is therefore a permitted
claim.

                    Calculation of I&S' Claim

In order to fix I&S's claim, the court must:

       (1) calculate I&S's total damages resulting from the
           termination of the lease (which would not include
           the demolition and restoration charges);
       (2) subtract any mitigating rent received
           post-termination;
       (3) calculate the "rent reserved";
       (4) compute section 502(b)(6) damages as being the lesser
           of line items "2" or "3"; and
       (5) add non-capped damages.

Applying this formula yields I&S's claim amount:

The term of the lease was for eight years, commencing on April 1,
1997, and expiring March 31, 2005.  The base rent for the lease
was $1,455,000 per year.  The lease was a "triple net" lease,
under which the tenant paid all costs associated with the tenancy,
including utilities, building services, janitorial and repairs.
This includes taxes and insurance.  I&S's total loss, therefore,
amounts to the lost rent from AWI, plus the maintenance charges
assumed by it after AWI's departure.

The base rent loss is $5,698,750 ($1,455,000 per year from May 1,
2001 through March 31, 2005).  The annual charge for maintenance,
utilities, taxes and insurance totals $1,057,454.00.  This figure
comes from AWI's own records.  It is reasonable to presume that
such expenses will go up, not down, in the future. Prorating this
figure over the term of the lease yields a total of $4,141,695.00.
Applying a very conservative 3% percent per annum increase results
in a total of $4,650,200.00.

The total damages resulting from the termination of the lease is
therefore $10,348,949.00, which I&S submits is a very conservative
figure given the assumptions for increasing maintenance, utility
and tax expense, and the fact that it does not include a fee for a
building manager, which could easily add another $100,000 per
year.

                        Mitigating Rent

I&S receives $126,377.00 in monthly rent from the premises.  As of
March 31, 2005, I&S's gross rental receipts would be $8,720,000.
Subtracting this from the gross lease termination damages of
$10,348,949.00 yields a net of $1,628,949.00.

Another way of reconciling this damage claim is to compare the
2001 and 2002 income statements for I&S, which show a drop in net
income from $554,377.64 to a loss of $102,299.13, a change of
$656,676.77 in just one year. The losses now have adjusted to
$300,000 per year, or a swing of over $800,000 annually.

                   Computing "Rent Reserved"

The "rent reserved" under section 502(b)(6) consists of:

       (a) base rent ......................... $1,455,000
       (b) additional rent ..................   1,057,454
       (c) capital improvement ..............     125,000
              Total .......................... $2,637,454

Accordingly, I&S lease termination damages amount to $1,628,949,
which is more than $1 million less than the statutory cap.

                     I&S's Non-capped Damages

I&S asserts that the cost of demolition and restoration is not
capped by section 502(b)(6) because the damages do not result from
the early termination of the lease by AWI and are unrelated to
AWI's bankruptcy. They are damages which I&S would have incurred
had AWI never filed bankruptcy and had vacated the premises at the
end of the term of the lease without restoring the premises to its
pre-lease condition. Because they are damages unrelated to the
term of the lease and therefore unrelated to the public policy
behind section 502(b)(6), they are not subject to the cap.
Accordingly, I&S submits that it is entitled to claim the full
amount of the demolition and restoration costs of $12,114,108.

For these reasons, I&S respectfully requests that the Court permit
its claim in the amount of $13,743,057. (Armstrong Bankruptcy
News, Issue No. 43; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


AT&T WIRELESS: StockPickReport Gives Strong Sell Recommendation
---------------------------------------------------------------
StockPickReport.Com (IARD#119079 -
http://www.stockpickreport.com/?src=bw) makes these short-term
stock recommendations:

               AT&T Wireless (NYSE:AWE)
               StockPickReport.Com Rating: STRONG SELL
               http://pr.stockpickreport.com/AWE.htm

AT&T Wireless provides wireless services for the consumer and
business markets.

Share volume appears to be on the way down. Next, market-timers
may want to observe that AWE's short-term oscillating stochastic
chart indicates a weighty step below current levels should be a
distinct probability. Lastly, the stock's closing price edged to
higher levels recently.

"Our research indicates significant downside ahead for AWE. We
believe stop/losses should be raised in an attempt to preserve
capital," the report says.

For clarification on how AWE is rated a STRONG SELL, visit:
http://pr.stockpickreport.com/AWE.htm

WHAT THE RATINGS MEAN:

StockPickReport.Com ranks stocks with a proprietary unbiased
system of technical analysis. These ratings do not indicate a
"long term" view of any company listed. These are ratings that
reflect our opinion of a stock's potential price movement over the
next five to ten trading sessions. The stock ratings range from
+10 (which indicates our view that a stock has a great chance to
move higher) to -10 (which indicates our belief that a stock has a
great chance to move lower). These ratings may change based on
daily market conditions.

StockPickReport.Com is a stock research firm. Our daily commentary
has regular, worldwide distribution. We are Registered Investment
Advisors. We do not accept third-party compensation to make stock
suggestions. We do not own shares of any stock we rate.


BALTIMORE MARINE: Wants Okay to Use Heller's Cash Collateral
------------------------------------------------------------
Baltimore Marine Industries, Inc., asks the U.S. Bankruptcy Court
for the District of Maryland for permission to continue using Cash
Collateral securing repayment of prepetition obligations to Heller
Financial.  Without access to Heller's Cash Collateral, BMI will
be unable to finance its ongoing business operations while under
chapter 11 bankruptcy protection.

Heller Financial, Inc. and Heller Financial Leasing, Inc. have
made certain loans to the Debtor and hold a perfected security
interest in all the Debtor's operating assets.  The Debtor
discloses that as of June 11, 2003, it owes Heller $5,725,000.

The Debtor tells the Court that it needs immediate authority to
use the cash collateral to prevent irreparable harm to the
Debtor's estates.  The Debtor provides the Court with a Weekly
Budget it'll adhere to:

                       4-Jul     11-Jul    18-Jul      25-Jul
                       -----     ------    ------      ------
  Initial Cash        901,000  1,977,000  2,051,000   2,070,000
  Cash Sources      1,300,000    420,000    151,000      --
  Adjusted Cash     2,201,000  2,397,000  2,202,000   2,070,000
  Total Cash Uses     224,000    346,000    132,000     439,000
  Ending Cash       1,977,000  2,051,000  2,070,000   1,631,000

The Debtor proposes to provide Heller various adequate protection
for the use of cash collateral, including a replacement lien on
the Debtor's assets to the extent of the diminution in value of
Heller's interest in the Debtor's prepetition assets. The grant of
a security interest in the Debtor's post-petition assets will
provide adequate protection because the Debtor's use of cash
collateral will help to maintain the value of Heller's collateral
and even enhance it.

As additional adequate protection, Heller will be granted a
statutory grant of an administrative priority claim pursuant to
section 507(b) of the Bankruptcy Code. The Debtor will segregate
its cash collateral from all other cash and will maintain detailed
records to account for all use of cash collateral.

Using cash collateral to pay operating expenses and provide
services to its customers will enable the Debtor to generate
additional receivables to replenish or replace the cash collateral
that is used. The Debtor's use of cash collateral to operate its
business and maintain its current customers should protect the
value of the underlying collateral.

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


BLUE INDUSTRIES: Reviewing Workout & Liquidation Options
--------------------------------------------------------
Blue Industries, Inc. (OTC Bulletin Board: BLII) announced that a
private investor that previously agreed to purchase $300,000 of
the Company's common stock has decided to delay the investment for
an indefinite period of time due to ongoing problems in the
Company's marketing operations.

Patrick Gouverneur said, "We are disappointed with the investor's
decision to delay the expected $300,000 capital infusion, but we
understand that our ongoing marketing problems have created an
unreasonable risk."

Mr. Gouverneur continued: "Since the anticipated capital infusion
will not be forthcoming in the immediate future, the board of
directors is presently evaluating restructuring options that are
likely to result in either the sale or liquidation of Blue
Industries SA, our only remaining operating subsidiary."


BURLINGTON IND.: Intends to Pay $306K Gibbons Fee Cap Excess
------------------------------------------------------------
Rebecca L. Booth, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, recounts that the Court entered the Ordinary
Course Professional Order in December 2001.  The OCP Order
authorized Burlington Industries, Inc., and debtor-affiliates to
employ and pay certain professionals, without applying separately
for the approval of each Ordinary Course Professionals' employment
and compensation.  The only conditions placed on the Debtors'
ability to retain, employ and pay Ordinary Course Professionals
under the OCP Order are:

   (a) The Ordinary Course Professional may not have any material
       involvement in the administration of the Debtors' estates;

   (b) The Ordinary Course Professional's average monthly fees on
       a four-month basis may not exceed $50,000 -- the Fee Cap;
       and

   (c) The Ordinary Course Professional may not receive any
       payments until it has filed an affidavit with the Court,
       pursuant to Section 327(e) of the Bankruptcy Code.

The OCP Order clearly authorizes the Debtors to pay an Ordinary
Course Professional $200,000 for each four-month period without
the Court's prior review or approval.  For those professionals
who exceed the Fee Cap, the Debtors may seek the Court's authority
either to retain the professionals under Section 327(e) or to make
payments in excess of the Fee Cap.

By this motion, the Debtors seek the Court's authority to pay
Gibbons, Del Deo, Dolan, Griffinger & Vecchione $306,183 in Excess
Payments relating to the Third and Fourth Reporting Periods,
pursuant to Sections 327(e) and 363(b) of the Bankruptcy Code.

Ms. Booth relates that the Debtors retained Gibbons to represent
them in a litigation matter commenced in the New Jersey Superior
Court, Middlesex County, against David Locker and Textile Import,
LLC doing business as TIC Uniform Fabrics to protect the Debtors'
confidential and proprietary information from the defendants'
wrongful use.  Pursuant to the OCP Order, Gibbons filed its
affidavit on August 21, 2002.

The Litigation quickly and unexpectedly expanded and became more
complicated and time-consuming.  Mr. Locker responded to the
Debtors' claims by filing a counterclaim for age discrimination.
Gibbons represented the Debtors in the defense of the
counterclaim.  As the Litigation progressed, at the Debtors'
request, Gibbons attorneys devoted substantial time to:

   -- investigating and preparing memoranda addressing possible
      violations of the Computer Fraud and Abuse Act, and

   -- preparing an amendment to the complaint alleging violation
      of the CFAA.

Ms. Booth informs the Court that the Debtors incurred fees and
expenses that exceeded the $200,000 Fee Cap for the reporting
periods covering the August 1, 2002 through November 30, 2002 --
the Third Reporting Period; and December 1, 2002 through March 31
2003 -- the Fourth Reporting Period, because of:

   (a) the intensive nature of the Litigation,

   (b) the expansive role that the Debtors requested of Gibbons
       in connection with the Litigation, and

   (c) the significant efforts Gibbons made since its
       retention date in accordance with the OCP Order.

Ms. Booth adds that the Debtors actually paid two of Gibbons'
monthly bills, totaling $72,922, during the Third Reporting
Period.  During the Fourth Reporting Period, the Debtors paid to
Gibbons $489,769, of which:

   -- $340,743 relates to services provided and expenses Gibson
      incurred during the Third Reporting Period, and

   -- $149,026 relates to services provided and expenses Gibson
      incurred during the Fourth Reporting Period.

Gibbons also received an additional $136,182 payment from the
Debtors on April 24, 2003, and is still owed $80,231 for services
performed during the Fourth Reporting Period but not invoiced
until after March 31, 2003.  Consequently, Gibbon's average
monthly fees and expenses for the Third and Fourth Reporting
Periods exceed the Fee Cap imposed by the OCP Order.

The Debtors admit that they inadvertently paid amounts in excess
of the Fee Cap for the Third and Fourth Reporting Periods.  In
the preparation of their Statement of Payments to Ordinary Course
Professionals from December 1, 2002 through March 31, 2003, the
Debtors discovered that these payments had been made.
Consequently, no subsequent payments have or will be paid to
Gibbons until the Court approves the payment of the Excess
Amounts to Gibbons.

As the Litigation has now been settled and the Debtors do not
anticipate that Gibbons will be providing further legal services
to them, Gibbons' employment on a going forward basis is
unnecessary.  Hence, the Debtors simply seek the Court's
authority to make the Excess Payments to Gibbons.

Ms. Booth points out that Gibbons satisfied the requirement of
filing the Retention Affidavit with the Court and is retained in
the ordinary course of the Debtors' business.  The exigencies of
the Litigation called for Gibbons to perform extensive services
at the Debtors' request.  "Those services assisted in the
resolution of an important legal dispute," Ms. Booth maintains.

Ms. Booth asserts that payment of the Excess Payments to Gibbons
is appropriate under the OCP Order and is a sound exercise of the
Debtors' business judgment.  Prosecuting the Litigation and the
steps Gibbons took were integral to the preservation of value of
one of the Debtors' most important business units, i.e., the
Raeford Uniform division. (Burlington Bankruptcy News, Issue No.
35; Bankruptcy Creditors' Service, Inc., 609/392-0900)


COBALT CORP: Will Publish Second-Quarter Results on July 22
-----------------------------------------------------------
Cobalt Corporation (NYSE:CBZ) will host a conference call and web
cast on Wednesday, July 23, 2003, at approximately 11:00 a.m.
Eastern time to discuss second quarter 2003 financial results. The
conference call and web cast will be co-hosted with WellPoint
Health Networks Inc. Cobalt will announce earnings in a separate
press release after the market closes on Tuesday, July 22, 2003.
WellPoint and Cobalt have signed a definitive merger agreement,
which was announced on June 3, 2003.

The conference call can be accessed by dialing (888) 285-8004 and
referencing "WellPoint's Earnings Call" approximately 10 minutes
prior to the start of the call. International callers should call
(706) 643-1656. A replay of the call will be available from July
23 through 8:00 p.m. Eastern time on July 30, 2003. To access the
replay, please dial (800) 642-1687 and enter call i.d. number
1309658. International callers can access the replay by dialing
(706) 645-9291 and entering call i.d. number 1309658.

The call will be simulcast live over the Internet at
http://www.cobaltcorporation.com To listen to the web cast,
please visit the Events section of the Cobalt Corporation Web site
and click on Latest Investor Presentation at least 15 minutes
prior to the start of the conference call to download and install
any necessary audio software. Individuals who listen to the call
will be presumed to have read Cobalt's most recent Annual Report
on Form 10-K and Quarterly Report on Form 10-Q for the quarter
ended March 31, 2003, including the discussion under the caption
"Risk Factors." A replay of the web cast will be available at
http://www.cobaltcorporation.com

Cobalt Corporation is an independent licensee of the BlueCross
BlueShield Association, and holds the exclusive license to use the
Blue Cross and Blue Shield names and marks in the state of
Wisconsin. Cobalt is one of four publicly traded Blue Cross and
Blue Shield companies. Headquartered in Milwaukee, Wis., Cobalt
Corporation (NYSE: CBZ) offers a diverse portfolio of
complementary insurance, managed care products and administrative
services to employer, individual, insurer and government
customers. For more information, visit
http://www.cobaltcorporation.com

As reported in Troubled Company Reporter's June 6, 2003 edition,
A.M. Best Co., placed the financial strength rating of B+ (Very
Good) of the insurance subsidiaries of Cobalt Corporation
(Milwaukee, WI) (NYSE: CBZ) under review with positive
implications.

This follows the announcement that Cobalt and WellPoint Health
Networks Inc. (Thousand Oaks, CA) (NYSE: WLP) have signed a
definitive merger agreement.


CUMULUS MEDIA: Acquiring Two Stations from Midwest Dimensions
-------------------------------------------------------------
Cumulus Media Inc. (NASDAQ: CMLS) has signed an Asset Purchase
Agreement to purchase two stations from Midwest Dimensions, Inc.
and began operating the stations under a Local Marketing Agreement
on July 1, 2003. Under the agreement, Cumulus will acquire WPKR-FM
and WPCK-FM for $8.1 million and can elect to pay up to
approximately 70% of the purchase price in shares of Cumulus Media
Inc.'s Class A Common Stock.

Cumulus' Chairman and CEO, Lew Dickey, commented, "This
acquisition represents a very attractive and strategic fill-in
which solidifies our position in the Appleton-Oshkosh market."
Midwest Dimension, Inc. President, Jim Coursolle stated, "We are
delighted as this transaction represents a wonderful growth
opportunity for both clients and employees of WPKR and WPCK."

Cumulus Media Inc. is the second-largest radio company in the
United States based on station count. Giving effect to the
completion of all announced pending acquisitions and divestitures,
Cumulus Media will own and operate 270 radio stations in 55 mid-
size, U.S. media markets. The company's headquarters are in
Atlanta, Georgia, and its Web site is http://www.cumulus.com
Midwest Dimensions, Inc. has operated stations in Wisconsin since
1976 and in the Fox Valley since 1990.

As reported in Troubled Company Reporter's April 04, 2003 edition,
Standard & Poor's Ratings Services assigned its 'B+' rating to
Cumulus Media, Inc.'s $325 million senior secured term loan C due
2008. Proceeds were used to refinance existing debt and fund the
company's tender offer for its 10.375% senior subordinated notes
due 2008.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit rating on the company. The outlook is stable. Atlanta, Ga.-
based radio operator Cumulus had total debt outstanding of
approximately $433.7 million at Dec. 31, 2002.


CYTO PULSE: UST to Convene First Creditors' Meeting on July 23
--------------------------------------------------------------
The United States Trustee will convene a meeting of Cyto Pulse
Sciences, Inc.'s creditors on July 23, 2003, at 9:00 a.m., at 300
W. Pratt, Room 375, Baltimore, Maryland 21201.  This is the first
meeting of creditors required under 11 U.S.C. Sec. 341(a) in all
bankruptcy cases.

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

Cyto Pulse Sciences, Inc., headquartered in Columbia, Maryland is
in the business of inventing, developing and manufacturing medical
equipment and devices for laboratory applications.  The Company
filed for chapter 11 protection on June 12, 2003 (Bankr. Md. Case
No. 03-59544).  Alan M. Grochal, Esq., and Stephen M. Goldberg,
Esq., at Tydings and Rosenberg represent the Debtor in its
restructuring efforts.  As of June 30, 2002, the company listed
$1,913,305 in assets and $19,469,309 in debts.


DALEEN TECHNOLOGIES: Brings USA Digital Online in BillingCentral
----------------------------------------------------------------
Daleen Technologies, Inc. (OTCBB:DALN), a global provider of
licensed and outsourced billing, customer care, event management,
and revenue assurance solutions for traditional and next
generation service providers, today announced the addition of USA
Digital, Inc., as one of the company's latest clients to go-live
in its BillingCentral(R) ASP outsourcing center.

USA Digital signed a three-year contract for outsourced billing
and rating services, leveraging Daleen's carrier-class
BillingCentral(R) operation for improved operational performance
and new Asuriti(TM) for Event Management software (formerly
Simpliciti.net(TM)) for erred event processing, and quick, concise
reporting.

Headquartered in Edmund, Oklahoma, USA Digital is a privately-held
provider of high-volume long distance, high speed Internet and
data transport services to call centers and businesses throughout
the U.S. The first phase of this implementation, which involved
the transfer of USA Digital's billing operations to Daleen, was
completed on April 26. The second phase of the implementation,
which is currently underway, will add Electronic Bill Presentment
capabilities to Daleen's billing solution, as well as event
management functionality through its Asuriti product. Previously
marketed as Simpliciti.net, Daleen has expanded this product
platform with additional configurations for revenue assurance, and
relaunched it under the new Asuriti brand.

"Today's demands for revenue and margin growth are placing
increased pressure on back office systems to deliver far more than
basic functionalities," said Brent West, Director of Operations
for USA Digital. "Daleen's advanced products and flexible
outsourcing offering provide a total solution that will add
significant value to our billing operations."

BillingCentral offers a high-value, efficient solution that can be
custom-tailored to a service provider's specific business
requirements. Daleen's experts use finely-tuned, structured
processes to provide end-to-end support to clients, including
technical back-office support, event collection and processing,
data center facilities, reports, analysis and reconciliation,
invoice generation, and delivery to the print vendor.

To enhance their revenue assurance efforts, USA Digital will use
Daleen's Asuriti product to identify and eliminate costly revenue
leaks and ensure that they are capturing and retaining maximum
revenue from services delivered. Through its centralized event
management and advanced monitoring capabilities, Asuriti will
allow USA Digital to reconcile and validate invoices, and monitor
its wholesale usage charges for discrepancies that could otherwise
result in excessive charges. An estimated 65 million records per
month will be processed through Asuriti.

"More and more, service providers like USA Digital are recognizing
that a customized outsourcing package can deliver greater value in
a faster timeframe than a traditional licensed solution," said
Gordon Quick, president and CEO of Daleen. "We look forward to
working in partnership with USA Digital to help them reach their
business and operational goals."

Daleen Technologies, Inc. is a global provider of high performance
billing, customer care, event management and revenue assurance
software, with a comprehensive outsourcing solution for
traditional and next generation service providers. Daleen's
solutions utilize advanced technologies to enable providers to
reach peak operational efficiency while driving maximum revenue
from products and services. Core products include RevChain(R)
billing and customer management software, Simpliciti.net(TM) event
management application, BillingCentral(R) ASP outsourcing
services, and the new Asuriti(TM) event management and revenue
assurance software. More information is available at
http://www.daleen.com

                         *     *     *

            LIQUIDITY AND GOING CONCERN UNCERTAINTY

In its 2002 Annual Report filed on SEC Form 10-K, the Company
reported:

"Net cash used in operating activities was $9.2 million for the
year ended December 31, 2002, compared to $31.9 million for the
year ended December 31, 2001. The principal use of cash for both
periods was to fund our losses from operations.

"Net cash provided by financing activities was $3.6 million for
the year ended December 31, 2002, compared to $25.1 million for
the year ended December 31, 2001. In 2002, the cash provided was
primarily related to the net proceeds received from the 2002
Private Placement. In 2001, the cash provided was primarily
related to the net proceeds received from the 2001 Private
Placement.

"Net cash used in investing activities was $1.1 million for the
year ended December 31, 2002 compared to $1.9 million for the year
ended December 31, 2001. The cash used in 2002 was primarily
related to transaction costs associated with the 2002 Private
Placement. The cash used in 2001 was primarily related to a non-
recourse note receivable issued to our chairman and chief
executive officer for approximately $1.2 million and capital
expenditures of approximately $780,000.

"We continued to experience operating losses during the year ended
December 31, 2002 and had an accumulated deficit of $210.9 million
at December 31, 2002. Cash and cash equivalents at December 31,
2002 was $6.6 million. The cash used in operations during the year
ended December 31, 2002 was a significant improvement from
previous years. The 2001 Restructurings and 2002 Restructuring
resulted in a reduction in operating expense levels and cash usage
requirements in the year ended December 31, 2002.

"We intend to continue to manage our use of cash. We believe the
cash and cash equivalents at December 31, 2002, together with the
reduced cost structure resulting from the 2001 Restructurings and
2002 Restructuring, the acquisition of the revenue stream expected
from the BillingCentral service offering as well as our 2003
anticipated revenue, may be sufficient to fund our operations for
the foreseeable future. However, the telecommunications and
software industries are still faced with many challenges. In
addition, there is a high business concentration risk with certain
of our outsourcing services customers and if any of these
customers were to terminate their agreement with us it would
severely impact our business. We provide outsourcing services to
our largest customer pursuant to a contract expiring at the end of
December 2003. In addition, the customer has financial restraints.
If this customer were to cease doing business with us for any
reason, we may be required to further reduce our operations and/or
seek additional public or private equity financing or financing
from other sources or consider other strategic alternatives. There
can be no assurances that additional financing or strategic
alternatives will be available, or that, if available the
financing or strategic alternatives will be obtainable on terms
acceptable to us or that any additional financing would not be
substantially dilutive to our existing stockholders. If this
customer were to cease doing business with us for any reason, and
we failed to obtain additional financing or failed to engage in
one or more strategic alternatives it may have a material adverse
affect on our ability to meet our financial obligations and to
continue to operate as a going concern. Our audited consolidated
financial statements included elsewhere in this Form 10-K have
been have been prepared assuming that we will continue as a going
concern, and do not include any adjustments that might result from
the outcome of this uncertainty."


DAUPHIN TECHNOLOGY: Cuts Client-Auditor Ties with Grant Thornton
----------------------------------------------------------------
On June 25, 2003, Dauphin Technology, Inc.'s principal auditor,
Grant Thornton LLP ceased its client-auditor relationship with the
Company. Dauphin is in the process of engaging new independent
certified public accountants. During the Company's two most recent
completed fiscal years ended December 31, 2000 and 2001,
respectively, and the interim period from January 1, 2002 to
June 25, 2003, the reports of Grant Thornton included a reference
to a substantial doubt about Dauphin Technology's ability to
continue as a going concern.

Dauphin Technology, Inc., and its Subsidiaries design and market
mobile hand-held, pen-based computers, broadband set-top boxes
and provide interactive cable systems to the extended stay
hospitality industry, out of its main facility in northern
Illinois, an office in central Florida and its branch office in
Piraeus, Greece. The Company, an Illinois corporation, was formed
on June 6, 1988 and became a public entity in 1991.

Dauphin Technology, Inc.'s September 30, 2002 balance sheet shows
a total shareholders' equity deficit of about $905,000.


ENGAGE INC: Selling All Assets to Scene7 for $1.2 Million
---------------------------------------------------------
Engage, Inc., and its debtor-affiliates want authority from the
U.S. Bankruptcy Court for the District of Massachusetts to sell
substantially all of their assets to Scene7, Inc.  The Debtors
further seek authority to assume and assign certain executory
contracts to Scene7 or any successful bidder.

Although Engage believes it has a superior product, a strong
customer base, and a viable business, Engage does not believe it
had any reasonable prospect of obtaining sufficient capital in
order to sustain its current business structure. Recognizing that
while its business has the potential to obtain significant "going
concern" value in the context of a prompt sale, Engage felt that
it was unlikely that a significant asset or business sale could be
effected under the current circumstances outside of Chapter 11.

Engage intend to pursue an asset sale as promptly as practicable,
in accordance with the provisions of the Bankruptcy Code.  The
Debtors report that on May 29, 2003, they received an offer from
Scene7 to purchase all or substantially all of the Debtors'
assets. Since receiving the offer, the Debtors have been involved
in numerous negotiations concerning the proposed bid from Scene7.
Ultimately, after various discussions, the Debtors and Scene7 were
able to agree to an Asset Purchase Agreement subject to higher and
better offers at the requested auction sale of the Assets.

Engage believes that moving expeditiously to a going concern sale
followed by quickly disbursing the proceeds of the sale, along
with any other assets in the estates, through a liquidating plan
will maximize the possibility of a recovery by unsecured creditors
of Engage, as well as preserve many of the jobs at Engage.

Although the Debtors have agreed to proceed with Scene7 as the so-
called "Stalking Horse Bidder," the Debtors will continue to
solicit offers from other third parties in an effort to obtain a
higher and better offer at the requested auction.

The Debtors believe that the consideration to be received from the
sale as set forth in the APA, subject to the ability of interested
parties to submit higher and better offers for the assets, will
result in the highest and best value for the Debtors' estates and
their creditors.

The Assets of the Debtors that Scene7 intends to buy are:

     i) equipment and other personal property;

    ii) inventory;

   iii) intellectual property;

    iv) rights of the Debtors under the Subject Contracts;

     v) books, records, manuals and documents; and

    vi) insurance proceeds.

The Assets shall also include an assignment of those executory
contracts and leases.  Scene7 agrees to pay $1,200,000 in cash and
assume the $800,000 in Assumed Liabilities.

On the Bid Submission Date, Scene7 will pay $120,000 in the form
of a deposit to be deposited in an escrow account with Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C.  At the Closing,
Scene7 will pay $1,080,000 by wire transfer to the Debtors' bank
account that the Debtors shall designate prior to closing.

As Break-up fee, the Debtors will pay an amount equal to $100,000
in cash, at the closing of any sale or other disposition out of
the proceeds of such sale or disposition, in the event Scene7 is
outbid by another purchaser and the sale to such other purchaser
actually closes.

The consummation of the sale of the Assets will take place at the
offices of the Debtors at 100 Brickstone Square, 2nd Floor,
Andover, Massachusetts, 01810 at 10:00 a.m. on the first business
day after the Bankruptcy Court issues a final order.

Engage, Inc., headquartered at 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.


EXIDE TECHNOLOGIES: Intends to Assume Amended EDS Service Pact
--------------------------------------------------------------
Kathleen Marshall DePhillips, Esq., at Pachulski Stang Ziehl
Young Jones & Weintraub P.C., in Wilmington, Delaware, relates
that pursuant to the terms of an Agreement for Information
Technology Services dated April 1, 1997 by and between Exide
Technologies and EDS Information Services LLC, the Debtors and
their subsidiaries receive a wide variety of services from EDS.
The services EDS provides under the Services Agreement include,
but are not limited to network maintenance in the United States,
computer hardware supply, computer hardware support and helpdesk
technical support.

In their considered business judgment, the Debtors determined
that the Services Agreement should be amended and restated to
better suit their needs.  In July 2002, Ms. DePhillips recounts
that the Debtors contacted EDS regarding the modification of the
Services Agreement.  Ultimately, after good faith, arm's-length
negotiations over a period of almost a year, the Debtors and EDS
reached an agreement on the terms of an amended and restated
global services agreement, which are:

    A. Scope: The Amended Services Agreement covers services,
       resources and deliverables to be provided by or on behalf
       of EDS to the Debtors and their affiliates in and outside
       the U.S.

    B. Term: The Services Agreement has a five-year term.

    C. Authorization Letters/Country Agreements: Services in the
       U.S. are to be performed under separately negotiated
       Authorization Letters and services performed outside the
       U.S. are to be performed under separately negotiated
       Country Agreements.

    D. Third Party Services: Exide may solicit or use providers
       other than EDS to render information technology services
       that are in addition to or outside the scope of the
       services provided by EDS or to provide non-incidental
       hardware or software related to the services provided by
       EDS under the Services Agreement.

    E. Warranties: EDS warrants that all services will be
       performed in a professional and workmanlike manner.  EDS
       may also commit to additional performance standards or
       service levels in future Authorization Letters or Country
       Agreements.

    F. Proprietary Rights: The Debtors will remain the owner of
       their software, and EDS will remain the owner of its
       software.  To the extent new software is created pursuant
       to any Authorization Letter or Country Agreement, the terms
       of the agreement will specify ownership rights of the
       newly developed software.

    G. Annual Adjustments: The charges set forth in each
       Authorization Letter are subject to annual adjustment, with
       an annual cap for upward adjustments.

    H. Change in Circumstances: The "change in circumstances"
       provisions in the Amended Services Agreement generally
       provide that if, during the term of the agreement, Exide
       undergoes significant business changes, Exide will have the
       flexibility to assign, terminate and re-negotiate the terms
       of existing agreements.

    I. Termination: During the five-year term, either party can
       terminate the Amended Services Agreement or any
       Authorization Letter or Country Agreement if the other
       party materially defaults in the performance of its
       obligations under the agreement, if the default is not
       substantially cured within 60 days of written notice.
       Exide has two other separate rights to terminate:

       1. if certain highly critical services failures go uncured
          for 48 hours after written notice; and

       2. at any time after the three-year anniversary of the
          Amended Services Agreement, after payment of a
          termination fee.

       EDS has a separate right to terminate if any Exide payment
       default goes uncured for 30 days after a written notice.

"As part of their due-diligence, the Debtors explored the
possibility of signing a contract with alternative service
providers, seeking detailed proposals from several major vendors
of information technology services," Ms. DePhillips states.  "The
terms of the Amended Services Agreement proved more favorable
than the terms of the competing proposals."

Ms. DePhillips insists that the Amended Services Agreement
provides better value to the Debtors than the existing Services
Agreement.  For instance, the Amended Services Agreement gives
the Debtors flexibility by allowing them to adjust certain terms
of their agreements to reflect future changes in business
circumstances.  The Amended Services Agreement also gives the
Debtors greater assurances of performance, in the form of service
level commitments by EDS.  The Amended Services Agreement also
represents $180,000 in estimated cost savings per month to the
Debtors, as compared to the current Services Agreement, or
$10,900,000 in savings over the life of the contract.

According to Ms. DePhillips, the Amended Services Agreement is a
global master agreement that provides the parameters for future,
individualized services authorizations.  Future authorizations
will describe the specific services to be rendered to the Debtors
and their non-debtor affiliates.  Future authorizations for
services performed outside the U.S. are referred to as "Country
Agreements," and for those services performed domestically the
Future Authorizations are referred to as "Authorization Letters".

Under the Amended Services Agreement, Ms. DePhillips relates that
EDS has agreed to forego its right to any cure payments for
prepetition indebtedness -- estimated by the Debtors to be
$2,500,000.  EDS has reserved the right to assert this claim only
as a prepetition general unsecured claim.  Furthermore, the
Debtors and EDS stipulate that there are no existing defaults
under the prior Services Agreement, and in light of EDS' legal
right to a cure payment, the Debtors acknowledge that after
assumption of the Amended Services Agreement, EDS will have no
liability under Section 547 of the Bankruptcy Code.

Ms. DePhillips maintains that EDS provides essential services to
the Debtors.  The Debtors, in a proper and valid exercise of
their business judgment, determined to amend and restate the
terms of their relationship with EDS to better provide for their
ongoing and future technical support needs.  By assuming the
Amended Service Agreement, the Debtors will ensure that their
many technical support needs will be effectively and efficiently
met.

By this motion, the Debtors seek the Court's authority to assume
the Amended Services Agreement, and, pursuant to the Amended
Services Agreement, to enter into any Future Authorizations that
the Debtors deem necessary; provided, however that the Debtors
will seek additional Court authority to enter into any Future
Authorizations, which have an annual contract value prior to
taxes and out-of-pocket expenses of more than $3,000,000. (Exide
Bankruptcy News, Issue No. 25; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


FLEMING COS.: Court Approves AP Services as Crisis Managers
-----------------------------------------------------------
Fleming Companies, Inc., and its debtor-affiliates sought and
obtained the Court's authority to employ AP Services LLC as crisis
managers nunc pro tunc to April 9, 2003.

The Debtors chose AP Services because the firm is well suited to
provide the restructuring services, being affiliated with the
restructuring firm AlixPartners, LLC, a leading corporate
restructuring advisor with an excellent reputation and experience
in providing services in Chapter 11 cases throughout the United
States.  The Debtors will pay AP Services a $500,000 retainer
under the terms of an engagement letter.

AP Services will provide Rebecca A. Roof as its representative to
serve as the Debtors' Chief Financial Officer and Michael Scott
as its representative to serve as the Debtors' Treasurer.  Both
officers are assisted by a staff of temporary personnel provided
through AP Services at various levels.  The temporary staff has a
wide range of skills and abilities related to this type of
assignment.  The Officers and the Temporary Staff began assisting
the Debtors in their restructuring efforts on April 9, 2003.
Among other things, the Officers have provided assistance to
Fleming with respect to implementing and developing ongoing
business and financial plans, and conducting restructuring
negotiations with creditors.

As crisis managers, AP Services will:

    (a) manage the Debtors' financial and treasury functions;

    (b) provide leadership to the financial function including,
        without limitation, assisting the Debtors in:

          (i) strengthening the core competencies in the finance
              organization, particularly cash management; and

         (ii) formulating and negotiating a reorganization plan;

    (c) assist in managing the "working group" professionals who
        are assisting the Debtors in the reorganization process or
        who are working for their various stakeholders to improve
        coordination of their effort and individual work product
        to be consistent with their overall restructuring goals;

    (d) assist in overseeing and driving financial performance in
        conformity with the Debtors' business plan;

    (e) assist in developing and implementing case management
        strategies, tactics and process;

    (f) work with the Debtors' treasury department and other
        professionals and coordinate the activities of the
        representatives of other constituencies in the cash
        management process;

    (g) assist management with the development of the Debtors'
        revised business plan, and such other related forecasts as
        may be required by the bank lenders in connection with
        negotiations or by the Debtors for other corporate
        purposes;

    (h) supervise the preparation of regular reports required by
        the Bankruptcy Court or which are customarily issued by
        the Debtors' Chief Financial Officer, management of the
        claim and claims reconciliation process as well as
        providing assistance in areas like testimony before the
        Bankruptcy Court on matters that are within the firm's
        areas of expertise; and

    (i) assist with other matters as may be requested that
        fall within its expertise and that are mutually agreeable.

The Officers and the Temporary Staff will be compensated at these
hourly rates:

               Principals                   $540 - 670
               Senior Associates             430 - 495
               Associates                    300 - 390
               Accountants and Consultants   225 - 280
               Analysts                      150 - 180

The compensation will be adjusted annually.

The Debtors have proposed to pay AP Services a success fee for
its efforts.  The Success Fee consists of two components:

    (1) A $2,000,000 Confirmation Success Fee due on the
        confirmation of a Chapter 11 plan; and

    (2) A Time Success Fee equal to $2,000,000 if a plan is
        confirmed within 12 months of the inception of the
        agreement.  For each month in excess of 12 months, the
        Time Success Fee will be reduced by $100,000 per month to
        a $500,000 minimum.

The Success Fee will not be payable, of course, if AP Services if
terminated for cause or if there is a conversion of the cases to
Chapter 7.  The Additional Fees will be subject to further review.

The Debtors will also indemnify Ms. Roof and Mr. Scott.  However,
the Debtors will not indemnify the firm and the Temporary Staff.

Edward J. Stenger, a principal at AP Services, attests that the
firm and its employees do not have any financial interest or
business connection with the Debtors outside of the engagement. AP
Services does not represent any conflicting interest in these
cases. (Fleming Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


FLEXTRONICS: StockPickReport Assigns "BUY" Stock Recommendation
---------------------------------------------------------------
StockPickReport.Com (IARD#119079 --
http://www.stockpickreport.com/?src=bw) makes these short-term
stock recommendations:

          Flextronics (NASDAQ:FLEX)
          StockPickReport.Com Rating: BUY
          http://pr.stockpickreport.com/FLEX.htm

Flextronics is a provider of advanced electronics manufacturing
services to original equipment manufacturers.

Based on short-term stochastics, we believe the stock will be
moving higher. Meanwhile, prices climbed higher for FLEX during
the last week or so. Lastly, trading volume appears to be on the
way down.

"Our research indicates probable upside for FLEX from current
prices. FLEX could see gains from here but those gains may not be
striking on a percent basis compared to a stock with a Strong Buy
rating," StockPickReport.com says.

For clarification on how FLEX is rated a BUY, visit:
http://pr.stockpickreport.com/FLEX.htm

StockPickReport.Com ranks stocks with a proprietary unbiased
system of technical analysis. These ratings do not indicate a
"long term" view of any company listed. These are ratings that
reflect our opinion of a stock's potential price movement over the
next five to ten trading sessions. The stock ratings range from
+10 (which indicates our view that a stock has a great chance to
move higher) to -10 (which indicates our belief that a stock has a
great chance to move lower). These ratings may change based on
daily market conditions.

StockPickReport.Com is a stock research firm. Our daily commentary
has regular, worldwide distribution. We are Registered Investment
Advisors. We do not accept third-party compensation to make stock
suggestions. We do not own shares of any stock we rate.

Headquartered in Singapore, Flextronics is the leading Electronics
Manufacturing Services provider focused on delivering operational
services to technology companies. With fiscal year 2003 revenues
of $13.4 billion and approximately 95,000 employees, Flextronics
is a major global operating company with design, engineering,
manufacturing and logistics operations in 29 countries and five
continents. This global presence allows for manufacturing
excellence through a network of facilities situated in key markets
and geographies that in turn provide its customers with the
resources, technology and capacity to optimize their operations.
Flextronics' ability to provide end-to-end operational services
that include innovative product design, test solutions,
manufacturing, IT expertise and logistics has established the
Company as the leading EMS provider. For more information, visit
http://www.flextronics.com

As reported in Troubled Company Reporter's May 6, 2003 edition,
Standard & Poor's Ratings Services assigned its 'BB-' rating to
Flextronics International Ltd.'s new $400 million senior
subordinated notes issue due 2013.

At the same time, Standard & Poor's affirmed its 'BB+' corporate
credit rating and its other ratings on Flextronics. The outlook
remains stable.


GC COS.: Court Extends Deadline to Close Main Case to Feb. 7
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware directs
that GC Companies, Inc.'s chapter 11 Cases, Numbers 00-3898
through 00-3927, are closed and entered Final Decrees in those
subsidiary cases.

The Court however, delays the closing of the Debtors' Case Number
00-3897 until February 7, 2004.  On the Effective Date, all of the
Debtor entities were merged with and into AMC-GCT, Inc., except
for GCC Investments, Inc. (Case No. 00-3899), which was not merged
into AMC-GCT, Inc.  GCC Investments., Inc., has no assets or
liabilities, has conducted no business and made no distribution,
and all the disbursements that have been made since the Effective
Date of all the Debtors have been made through Case No. 00-3897.
Consequently, a final report in Case Number 00-3897 is extended
through February 7, 2004.

GC Companies, which operates about 80 movie theaters in 19 states
and the District of Columbia, filed for chapter 11 protection on
October 11, 2000 (Bankr. Del. Case No. 00-3897). The firm is
represented by Aaron A. Garber, Esq., at Pepper Hamilton LLP. As
of January 31, 2002, the Debtors report $190,500,000 in assets and
$247,132,000 in liabilities.


GEMSTAR-TV: Provides Comment on Court Ruling re Patent Lawsuit
--------------------------------------------------------------
Gemstar-TV Guide International, Inc. (NASDAQ: GMST) did not assert
claims for infringement against Scientific Atlanta on U.S. patent
numbers 5,038,211 and 5,293,357, addressed in this week's ruling
by the U.S. District Court for the Northern District of Georgia.
The Court's decision does not prevent the Company from asserting
infringement claims under these patents in other proceedings, to
the extent that such proceedings involve other parties or
products.

Gemstar-TV Guide International, Inc., is a leading media and
technology company that develops, licenses, markets and
distributes technologies, products and services targeted at the
television guidance and home entertainment needs of consumers
worldwide. The Company's businesses include: television media and
publishing properties; interactive program guide services and
products; and technology and intellectual property licensing.
Additional information about the Company can be found at
http://www.gemstartvguide.com

As reported in Troubled Company Reporter's June 10, 2003 edition,
Standard & Poor's Ratings Services lowered its corporate credit
and bank loan ratings on Gemstar-TV Guide International Inc. to
'BB-' from 'BB' due to escalating business risk, potential
management instability, and revenue recognition policy concerns.

At the same time, Standard & Poor's removed the ratings from
CreditWatch where they were placed on Aug. 15, 2002. The outlook
is stable. Hollywood, California-based TV programming guide
company Gemstar had about $233.2 million of debt outstanding on
March 31, 2003.


GENERAL DATACOMM: Court Okays Auctions Worldwide as Auctioneer
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave its
stamp of approval to General DataComm Industries, Inc.'s
application to employ Auctions Worldwide LLC as its Auctioneers.

A. David Loeser, Jr., assures the Court that Auctions Worldwide is
a "disinterested person" within the meaning of section 101(14) of
the Bankruptcy Code.

Compensation will be payable to Auctions Worldwide, plus
reimbursement of actual, necessary expenses and other charges
incurred:

     a) The Debtors will pay Auctions Worldwide a commission
        equal to 10% of the gross proceeds from the sale of the
        Assets;

     b) The Debtors will reimburse Auctions Worldwide in the
        amount not to exceed $22,000 for labor, advertising, and
        marketing expenses;

     c) The Debtors will pay Auctions Worldwide a flat fee of
        $3,500 to conduct a "Live Webcast Auction;" and

     d) Auctions Worldwide reserves the right to charge a 10%
        Buyer's Premium payable to Auctions Worldwide.

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.


GENTEK INC: Summary & Overview of Joint Reorganization Plan
-----------------------------------------------------------
GenTek Inc., and its debtor-affiliates' proposed Joint
Reorganization Plan represents an agreement reached among the
Debtors, including Noma Company, the Official Committee of
Unsecured Creditors and the lenders under the April 30, 1999
Credit Agreement.  The terms in the Plan are based on the Debtors'
assessment of their ability to achieve their business goals, make
distributions and pay their continuing obligations in the ordinary
course of businesses.

Under the Plan, claims against and interests in the Debtors are
divided into classes according to their relative seniority and
other criteria.  If the Plan is confirmed by the Bankruptcy Court
and consummated:

    (a) the Claims in certain Classes will be reinstated or
        modified and receive distributions equal to their full
        amount;

    (b) the Claims of certain other Classes will be modified and
        receive distributions constituting a partial recovery; and

    (c) the Claims and Interests in certain other Classes will
        receive no recovery.

On and after the Effective Date, the Reorganized Debtors will
distribute cash, securities and other property in respect of
certain Claims.

A full-text copy of the Debtors' Reorganization Plan is available
at no charge at:

      http://bankrupt.com/misc/GenTek_Reorganization_Plan.pdf

A full-text copy of the Debtors' Disclosure Statement is
available at no charge at:

      http://bankrupt.com/misc/GenTek_disclosure_statement.pdf

                   Substantive Consolidation

The Plan provides for substantive consolidation of the Debtors'
assets and liabilities.  This substantive consolidation is an
equitable remedy that needs to be approved by the Bankruptcy
Court.

The Debtors explain that the substantive consolidation will be
the only way to provide any recovery to individual creditors of
each subsidiary debtor.  Substantive consolidation will benefit
creditors of Subsidiary Debtors with fewer assets who will
otherwise recover nothing.  In addition, if the Debtors' estates
were not substantively consolidated, it would be necessary to
have 32 separate reorganization plans, with each creditor
receiving a distribution from the Debtor with which business was
made.  If the Debtors were required to separate their individual
assets and liabilities to formulate 32 individual plans, the
benefit will be outweighed by the costs and will not properly
reflect the manner in which the Debtors conduct their businesses.

In the Debtors' view, these facts warrant substantive
consolidation:

    * GenTek Inc. is the holding company of the Subsidiary
      Debtors.  General Chemical is GenTek's wholly owned and
      direct subsidiary.  All of GenTek's indirect subsidiaries
      are either direct or indirect subsidiaries of General
      Chemical.

    * The Subsidiary Debtors' directors and officers are
      substantially the same individuals.  Certain of the
      directors and officers also hold positions with GenTek.

    * GenTek's Board of Directors oversees the Debtors'
      management, reviews their long-term strategic plans and
      exercises decision-making authority in key areas.

    * The Debtors apply a consolidated corporate policy.  Through
      a management agreement, Latona Associates Inc. provides
      advice to GenTek concerning the Debtors' financing,
      recapitalization, restructurings, acquisitions, business
      combinations, investor relations, tax and employee matters,
      among others.  Paul M. Montrone, the current controlling
      stockholder and Chairman of the Board of GenTek, also
      controls Latona.  In addition, Paul M. Meister, Vice
      Chairman of the Board of GenTek, is a Managing Director of
      Latona.  GenTek's agreement with Latona currently extends
      through December 31, 2004.

    * The Debtors utilize a fully integrated centralized cash
      management system that permits them to fund their ongoing
      operations in the most streamlined and cost-efficient manner
      possible.

    * GenTek and the Subsidiary Debtors are obligors or guarantors
      under a prepetition senior secured credit facility --
      Existing Credit Agreement.  GenTek and its domestic
      subsidiaries have also guaranteed Noma's obligations under
      that facility.  GenTek is also the obligor under
      $200,000,000 of publicly traded senior subordinated notes,
      guaranteed by the U.S. Subsidiary Debtors.

    * Financial covenants contained in loan documents are based on
      the consolidated financials of GenTek and its subsidiaries.

    * The Debtors maintain consolidated books and records.  GenTek
      files consolidated reports with the Securities and Exchange
      Commission, prepares consolidated tax returns and provides
      information on a consolidated basis to third parties for the
      purpose of determining the Company's creditworthiness.

    * The Debtors' businesses are managed on a segment basis
      rather than an entity basis.  Customers and vendors of a
      particular segment recognize the segment or product line
      with which they do business -- for example, Noma Group --
      and not necessarily the legal entity -- for example, Noma
      Corporation, Noma O.P., Inc. or Noma Company.

    * The Debtors' enterprise value is substantially less than the
      amount of secured claims and any unencumbered assets are
      diminutive in amount and will be exhausted in payment of
      administrative claims and priority tax claims.

                     Compromise and Settlement

The Plan also includes a proposed compromise and settlement among
the Debtors, the Creditors' Committee and the Existing Lenders
with respect to these issues:

    (a) The treatment of the Existing Credit Agreement and the
        Existing Lender Secured Claims under the Debtors' Cash
        Collateral Orders and the Final DIP Order;

    (b) The nature and amount of exit financing required by the
        Debtors to emerge from Chapter 11;

    (c) The value of the Debtors' estates on an individual and
        consolidated basis, and the proper method of determining
        the value;

    (d) Whether the estate of each Debtor should be treated
        separately for purposes of making payments to claimants;

    (e) Other issues having to do with the rights of certain
        Estates, Claims, or Classes of Claims vis-a-vis other
        Estates, Claims, or Classes of Claims;

    (f) Whether and to what extent the Existing Lender Secured
        Claims are fully secured, or undersecured, considering the
        potential challenges to their Liens, and thus whether
        holders of these Claims are entitled to be treated as
        holders of only Secured Claims or are entitled to be
        treated as holders of both Secured Claims and Unsecured,
        Deficiency Claims;

    (g) If the Existing Lender Secured Claims are undersecured,
        whether the deficiency amounts constitute senior
        obligations vis-a-vis the Bondholder Unsecured Claims or
        other unsecured Claims and are thus entitled to enforce
        subordination rights against any these Claims;

    (h) The right of Existing Lender Secured Claim holders to
        receive postpetition interest on their Claims pursuant to
        Section 506(b) of the Bankruptcy Code;

    (i) Whether there is any value at any of the Subsidiary
        Debtors for any unsecured Claims holder if the guarantees
        supporting the Existing Lender Secured Claims are enforced
        against each of the Subsidiary Debtors, and whether and to
        what extent the guarantees are entitled to be enforced
        against each of the Subsidiary Debtors;

    (j) Whether any unsecured Claims holders are entitled to
        share in any recovery under the Plan given the minimal
        value of unencumbered assets and the prior right to the
        value of Administrative Claims holders, Priority Tax
        Claims holders and Other Priority Claims holders;

    (k) The validity of reclamation claims in view of the blanket
        lien on inventory held by the Existing Lenders; and

    (l) The amount and priority of Intercompany Claims and the
        potential voidability of certain intercompany transfers.

                   Reorganized Capital Structure

The Plan sets forth the capital structure for the Reorganized
Debtors, as operators of manufacturing, performance products and
communication businesses, upon their emergence from Chapter 11:

     (i) Exit Financing Obligations

The Plan contemplates that the Reorganized Debtors will enter
into a five-year $125,000,000 non-amortizing revolving credit
facility with a letter of credit sub-limit to obtain the funds
necessary to repay the DIP Facility Claims, make other required
payments and conduct their post-reorganization operations.  The
Exit Facility will be secured by a first priority security
interest in all of the capital stock of GenTek's domestic
subsidiaries, 65% of the capital stock of GenTek's first-tier
foreign subsidiaries and a security interest in substantially all
of the assets of GenTek's domestic subsidiaries and Noma.  The
Debtors are currently working to obtain a commitment for the Exit
Facility.  They have obtained authority to pay up to $750,000 for
fees and expenses incurred by the prospective lenders in
performing due diligence in connection with the issuance of a
commitment for the Exit Facility.

     (ii) New Senior Notes

On the Effective Date, the Reorganized GenTek will issue
$250,000,000 in New Senior Notes to the holders of Existing
Lender Secured Claims and Tranche B Lender Secured Claims.

     (iii) New Senior Subordinated Notes

On the Effective Date, the Reorganized GenTek will issue
$100,000,000 in New Senior Subordinated Notes to the holders of
Existing Lender Secured Claims and Tranche B Lender Secured
Claims.

     (iv) New GenTek Common Stock

Reorganized GenTek will:

    -- issue on the Effective Date 100,000,000 shares of New
       GenTek Common Stock;

    -- issue on the Distribution Date up to 10,000,000 shares of
       New GenTek Common Stock representing 100% of the
       outstanding shares of New GenTek Common Stock as of that
       date; and

    -- reserve for issuance in accordance with the terms of the
       Plan shares of New GenTek Common Stock necessary to satisfy
       the required distributions of the New GenTek Warrants and
       the options granted under a New GenTek Management and
       Directors Incentive Plan.

The New GenTek Common Stock will be for the holders of Existing
Lender Secured Claims, Tranche B Lender Secured Claims, General
Unsecured Claims who elect the Equity Option or fail to elect
either the Equity Option or the Cash Option, Trade Vendor Claims
who elect the Equity Option or fail to elect either the Equity
Option, the Cash Option or the Reduction Option, Bondholder
Unsecured Claims and Pennsylvania Tort Claims to the extent of a
$2,000,000 aggregate Allowed Claim.

The Debtors explain that the certificate of incorporation of the
Reorganized GenTek will also provide for 10,000,000 shares of
preferred stock, par value $0.01 per share.  The New GenTek
Common Stock will be subject to dilution based on (i) the issuance
of New GenTek Common Stock issued pursuant to the New GenTek
Management and Directors Incentive Plan, (ii) the exercise of New
GenTek Warrants, and (iii) any other shares of New GenTek Common
Stock issued post-emergence.  The New GenTek Common Stock may be
subject to certain trading restrictions to preserve the Debtors'
tax attributes.

     (v) Warrants for Common Stock

On the Effective Date, Reorganized GenTek will issue the New
GenTek Warrants in three separate tranches: New Tranche A
Warrants, New Tranche B Warrants and New Tranche C Warrants.  The
New GenTek Warrants will be allocated for the holders of General
Unsecured Claims who elect the Equity Option or fail to elect
either the Equity Option or the Cash Option, Trade Vendor Claims
who elect the Equity Option or fail to elect either the Equity
Option, the Cash Option or the Reduction Option, Bondholder
Unsecured Claims and Pennsylvania Tort Claims to the extent of a
$2,000,000 aggregate Allowed Claim.

     (vi) Issuance and Distribution of New Securities

The New Securities to be issued and distributed pursuant to
distributions under the Plan to Classes 4, 5, 7, 8, 9 and 11 will
be issued in exchange for or principally in exchange for Allowed
Claims in Classes and will be exempt from registration under
applicable securities laws.

          Incentive Plans and Post-Confirmation Benefits

On the Effective Date, Reorganized GenTek will implement a New
GenTek Management and Directors Incentive Plan.  On or about the
three-month anniversary of the Effective Date, the members of
management, employees, and directors of, and consultants or
advisors who perform bona fide services to, the Reorganized
GenTek and the other Reorganized Debtors as are designated by the
Board of Directors of Reorganized GenTek as recipients of awards
under the New GenTek Management and Directors Incentive Plan will
be issued stock and stock options in an aggregate amount no
greater than 15% of the total amount of New GenTek Common Stock.
This issuance will be in accordance with the terms of these
designations.  The Incentive Plan may be amended or modified from
time to time by the Board of Directors of Reorganized GenTek in
accordance with its terms.  No members of the Reorganized GenTek
and the other Reorganized Debtors who are entitled to receive
awards pursuant to the New GenTek Management and Directors
Incentive Plan will be obligated to participate.

The Plan also proposes that, those Persons who served as outside
directors on GenTek's Board of Directors immediately before the
Effective Date and who during any period before the Effective
Date (i) elected to defer their receipt of the quarterly director
fees they earned pursuant to the terms of GenTek's Deferred
Compensation Plan for Non-Employee Directors; (ii) earned
quarterly dividend equivalents pursuant to GenTek's Restricted
Unit Plan for Non-Employee Directors that were not distributed;
or (iii) were, as of the Petition Date, owed any other fees for
services performed in their capacity as a member of GenTek's
Board will receive on the Effective Date a Cash amount equal to
the total amount of fees and dividend equivalents that were
deferred or owed.  This provision applies to GenTek directors
Bruce L. Koepfgen -- $14,181, Scott M. Sperling -- $6,571, and
Ira Stepanian -- $248,708.  The aggregate payment will be
$269,460.  In exchange for the Cash payments, the directors will
be deemed to have waived any other claims existing under the
Deferred Compensation and the Restricted Unit Plans.

The Debtors intend to continue to provide compensation and
benefits consistent with those historically offered.  Under the
Plan, with the exception of stock-based employee incentive plans
and employee stock ownership plans, which are terminated and
rejected, the Debtors' compensation and benefit programs,
including all pension and retirement plans entered into before or
after the Petition Date and not since terminated, will be deemed
to be, and will be treated as, executory contracts that are
assumed under the Plan.

Nothing in the Plan will modify the existing terms of the
compensation and benefit programs.  Nevertheless, the Reorganized
GenTek Board will make future compensation and benefit decisions.
Depending on those decisions, there is no assurance that key
employees will continue in the Reorganized Debtors' employ.

                      Feasibility of the Plan

The Debtors assert that the Joint Plan meets the "feasibility
requirements" under Section 1129(a)(11) of the Bankruptcy Code.
Their projections indicate that the Reorganized Debtors should
have sufficient cash flow to pay and service their debt
obligations and to fund their operations.  The Projections are
based on numerous assumptions, including without limitation:

    -- the confirmation and consummation of the Plan in accordance
       with its terms;

    -- the realization of the operating strategy for the
       Reorganized Debtors;

    -- industry performance;

    -- no material adverse changes in applicable legislation or
       regulations, or their administration, including
       environmental legislation or regulations, exchange rates or
       generally accepted accounting principles;

    -- general business and economic conditions;

    -- competition;

    -- adequate financing;

    -- absence of material contingent or unliquidated litigation,
       indemnity or other claims; and

    -- other matters, many of which will be beyond the control of
       the Reorganized Debtors and some or all of which may not
       materialize.

                  Reorganization Beats Liquidation

The Debtors, with the assistance of their financial advisor,
Lazard Freres & Co., prepared a liquidation analysis in order to
determine the amount of liquidation value available to Creditors.
The analysis concludes that in a liquidation under Chapter 7 of
the Bankruptcy Code, the holders of prepetition unsecured Claims
would receive less recovery than what they would receive under
the Plan.  In Noma Company's case, the liquidation analysis
concludes that in a Chapter 7 liquidation or in similar
proceedings in Canada, unsecured claims holders will get nothing.

The Debtors advise the Court that the liquidation analysis
contains net proceeds estimates that would be received from a
forced sale of assets and business units, as well as the amount
of Claims that would ultimately become Allowed Claims.  Claim
estimates are based solely on the Debtors' incomplete review of
the Claims filed and their books and records.

In preparing the liquidation analysis, the Debtors have projected
an amount of Allowed Claims that represents their best estimate
of the Chapter 7 liquidation dividend to Allowed Claims holders.
The estimated Allowed Claim amounts set in the analysis should
not be relied on for any other purpose, the Debtors caution,
including any determination of any distribution value to be made
on account of Allowed Claims under the Plan.

The Debtors will file their pro forma financial projections and
liquidation analysis before the hearing on the approval of the
Disclosure Statement.

                       Other Alternatives

The Debtors believe that the Plan gives claimants in Classes 4,
5, 6, 7, 8, 9, 10 and 11 the potential for the greatest
realization on their assets.  If, however, the requisite
acceptances are not received, or the Plan is not confirmed and
consummated, the Debtors tell the Court that their theoretical
alternatives are:

    (a) the formulation of an alternative reorganization plan that
        might involve either a reorganization and continuation of
        their businesses or an orderly liquidation of assets; and

    (b) the liquidation under Chapter 7 or Chapter 11 of the
        Bankruptcy Code.

If no plan is confirmed, the Debtors' cases may be converted to
cases under Chapter 7 of the Bankruptcy Code, pursuant to which a
trustee would be elected or appointed to liquidate the Debtors'
assets for distribution in accordance with the priorities
established by the Bankruptcy Code, with similar proceedings for
Noma in Canada.  But in this circumstance, the Debtors maintain
that it is impossible to predict precisely how the liquidation
proceeds will be distributed to the claimants.  The Debtors also
believe that in a Chapter 7 liquidation, additional administrative
expenses involved in the appointment of a trustee or trustees and
attorneys, accountants and other professionals will cause a
substantial diminution in the value of their estates.  More
importantly, the conversion to a Chapter 7 liquidation would
likely result in the immediate cessation of the Debtors'
businesses, as most Chapter 7 trustees are disinclined to continue
operations.

The Debtors could also be liquidated under Chapter 11 provisions.
Here, the Debtors' assets could theoretically be sold orderly
over a more extended period of time than in a Chapter 7
liquidation, and there would be no need to appoint a trustee and
hire new professionals, thus resulting in a potentially greater
recovery and in a lower net distribution to the creditors.  But
any recovery in a Chapter 11 liquidation, while potentially
greater than in a Chapter 7 liquidation would also be highly
uncertain. (GenTek Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


IFCO: Facing 2 Suits re Chicago Industrial Container Facility
-------------------------------------------------------------
IFCO Systems N.V. (Franfurt:IFE1) announced that two lawsuits have
been filed against IFCO Systems and certain of its subsidiaries in
Illinois state court based upon alleged discharges of
contaminants, toxic substances, and chemicals from the Acme Barrel
industrial container facility in Chicago on or before mid-2001.
One of the lawsuits is a class action by approximately 300
plaintiffs claiming injury from exposure to the alleged discharges
in the area around the facility. The second lawsuit is on behalf
of a deceased individual and also claims injury from exposure to
the alleged discharges during an unspecified period in which the
individual worked in a building across the street from the
facility. Each of the lawsuits also names a number of former
customers of the Acme Barrel facility as defendants, as well as
the buyer of IFCO Systems' industrial container services business.

The plaintiffs in each lawsuit seek unspecified damages. IFCO
Systems sold its industrial container service business in February
2002, although within the scope of the sales contract a subsidiary
of IFCO Systems retained title to the Acme Barrel facility pending
a future sale to the acquirer of the entire industrial container
services. The Acme Barrel facility ceased operations in December
2002.

IFCO Systems is in the process of evaluating the claims
represented by the lawsuits and intends to vigorously defend
against these claims. IFCO Systems believes it has coverage under
an environmental insurance policy with respect to any claims
arising out of the Acme Barrel facility that might ultimately be
successful.

                          *      *     *

As previously reported in Troubled Company Reporter, Standard &
Poor's withdrew its double-'C' bank loan rating on IFCO Systems
N.V.'s $178 million secured bank credit facility.

At the same time Standard & Poor's withdrew its corporate credit
and subordinated debt ratings on the company, which was lowered to
'D' on March 15, 2002, after IFCO failed to make its interest
payment on its 10.625% senior subordinated notes due 2010.


IMPERIAL PLASTECH: Commences Restructuring Under CCAA in Canada
---------------------------------------------------------------
Richter & Partners Inc., in its capacity as interim receiver of
Imperial PlasTech Inc. (TSX: IPQ) and its subsidiaries, announced
that the Interim Receiver has filed, on behalf of the PlasTech
Group, for protection under the Companies' Creditors Arrangement
Act in order to facilitate the restructuring of the PlasTech
Group.

                         Background

The Interim Receiver was appointed on June 12, 2003. On June 19,
2003, A.G. Petzetakis SA, a significant shareholder of Imperial
PlasTech, entered into an agreement to purchase all of the
indebtedness of Imperial PlasTech owed to Laurentian Bank of
Canada, a secured creditor. This transaction is scheduled to be
completed on or before July 7, 2003. As part of the loan purchase
transaction, AGP elected to proceed with a restructuring of the
PlasTech Group and, accordingly, the Interim Receiver filed, on
behalf of the PlasTech Group, for protection under the CCAA.

The CCAA process is anticipated to enable the PlasTech Group to
restructure its balance sheet and costs to complete the
reorganization of its plastic manufacturing business.

                       CCAA Filing

The Interim Receiver obtained an order from the Ontario Superior
Court of Justice on July 3, 2003, providing protection from
creditors under the CCAA. The CCAA filing was made with respect to
Imperial PlasTech, Imperial Pipe Corporation, Imperial Building
Products Corporation, Ameriplast Inc. and Imperial Building
Products (U.S.) Inc.

The CCAA filing was supported by the Laurentian Bank of Canada,
the creditor that moved to commence the Interim Receivership
proceedings. The other senior ranking secured creditor did not
oppose the CCAA filing.

                      Transitional

It is anticipated that the Interim Receiver will be discharged on
or about July 8, 2003, except with respect to the sale of certain
property. Pending the discharge of the Interim Receiver, as
interim receiver of the PlasTech Group, the order appointing the
Interim Receiver remains in full force and effect and the Interim
Receiver may continue to exercise its powers over the property,
assets and undertaking of the PlasTech Group and all rights and
powers given by the CCAA order may only be exercised with the
consent of the Interim Receiver.

               Debtor-In-Possession Financing

In conjunction with the filing under the CCAA, AGP has agreed to
provide a debtor-in-possession secured financing facility in an
amount not to exceed $750,000, subject to increase on further
order of the Court. The DIP facility will be secured by the assets
of the PlasTech Group. The DIP facility, together with the
proceeds of the sale of surplus and non-core assets and the
revenue from ongoing operations, is anticipated to provide
liquidity to meet the anticipated requirements of the PlasTech
Group to re-commence operations throughout the CCAA process.

                    Corporate Governance

Since the Board of Directors of Imperial PlasTech resigned at or
about the time of the making of the Interim Receivership Order,
Messrs. Peter J. Perley, C.A., Mark Weigel, C.A., and William
Thomson, C.A., were appointed under the CCAA as directors of
Imperial PlasTech, with Mr. Perley being the Chairman of the
Board. Mr. Perley was also appointed under the CCAA as Chief
Restructuring Officer of the PlasTech Group. Messrs. Perley and
Weigel are each Chartered Accountants and the President and
Director, Financial Services and Recovery, respectively, of
Canadian Treasury Management Inc., where they advise various
institutions and stakeholders on improving companies in transition
workouts, turnarounds, divestitures, raising cash and equity and
training succession management. Mr. Thomson is a past director of
Imperial PlasTech.

Richter & Partners Inc. has been appointed under the CCAA as the
Monitor to monitor the property and the conduct of the business of
the PlasTech Group.

                        Restructuring

The proposed restructuring is anticipated to have at least three
components. First, the creation of a stable supply of working
capital for the purpose of financing the restructuring process.
This working capital is expected to be sourced by AGP in the early
stages of the restructuring and by the sale of surplus and non-
core assets of the PlasTech Group together with revenue from
ongoing operations. Second, an increase in the PlasTech Group's
productivity through the implementation of improved manufacturing
processes and practices. Third, subject to meeting debt reduction
and operational targets and the approval of creditors and the
Court and acceptance of the Toronto Stock Exchange, AGP intends to
invest in Imperial PlasTech an amount for the purposes of
compromising its existing debt and financing its future working
capital requirements in exchange for a substantial controlling
equity interest in Imperial PlasTech, subject to regulatory
approval. The CRO will work with the Interim Receiver/Monitor to
further assess the undertaking, assets and property of the
PlasTech Group with a view to permanently or temporarily ceasing,
downsizing or shutting down any of the PlasTech Group's businesses
or operations and to dispose of redundant or non-material assets.

                           TSX Review

The Toronto Stock Exchange has given Imperial PlasTech up to 120
days to satisfy TSX continued listing requirements.

The PlasTech Group is a diversified plastics manufacturer
supplying a number of markets and customers in the residential,
construction, industrial, oil and gas and telecommunications and
cable TV markets. Currently operating out of facilities in
Edmonton Alberta and Atlanta Georgia, the PlasTech Group intends
to focus on the growth of its core businesses while assessing any
non-core businesses. For more information, access the groups Web
site at http://www.implas.com


INTERPUBLIC GROUP: CFO Sean Orr Leaving Company by End of August
----------------------------------------------------------------
The Interpublic Group (NYSE: IPG) announced that Executive Vice
President and Chief Financial Officer Sean F. Orr will be leaving
the company at the end of August. At that time, his title and
responsibilities will be assumed by Christopher J. Coughlin, the
company's Chief Operating Officer.

According to Frank J. Borelli, Interpublic's Presiding Director,
"We understand and respect Sean's desire to move onto a new phase
in his career. His efforts were significant in helping the company
come through some of its recent difficulties. Notably, Sean should
be recognized for the role he played in identifying the accounting
situation at McCann-Erickson in Europe, addressing it forcefully
and beginning to put in place new, improved financial systems. We
wish him well in whatever he chooses to do."

"Our initiatives to strengthen the balance sheet have been very
successful and that key priority has been substantially
accomplished," said Interpublic Chairman and CEO David Bell. "Sean
has helped lead these efforts, for which we thank him. He has also
graciously agreed to stay in his position until late August, so as
to ensure a smooth transition of the corporate finance functions.
This should allow Chris Coughlin to remain focused on the
strategic priorities he is driving within Interpublic: margin
enhancement, as well as operational accountability and
reliability. Sean is a bright and capable executive and I know he
will find interesting challenges in the future."

Mr. Orr joined Interpublic as Executive Vice President and Chief
Financial Officer in June of 1999 from PepsiCo, Inc., where he had
been Senior Vice President and Controller. From 1994 to 1997, he
served as Executive Vice President and Chief Financial Officer of
the Frito-Lay Company, a PepsiCo subsidiary. Prior to that, he had
been Vice President and Controller at the Reader's Digest
Association, a post he took in 1990. Mr. Orr began his career with
KPMG Peat Marwick in 1976 and was elected Partner ten years later.

Interpublic is one of the world's leading organizations of
advertising agencies and marketing services companies. Its five
global operating groups are McCann-Erickson WorldGroup, The
Partnership, FCB Group, Interpublic Sports and Entertainment
Group, and Advanced Marketing Services. Major global brands
include Draft Worldwide, Foote, Cone & Belding Worldwide,
Golin/Harris International, Initiative Media, Lowe Worldwide,
McCann-Erickson, Octagon, Universal McCann and Weber Shandwick
Worldwide.

As reported in Troubled Company Reporter's May 16, 2003 edition,
Fitch Ratings downgraded the following debt ratings for The
Interpublic Group of Companies, Inc.: senior unsecured debt to
'BB+' from 'BBB-', multi-currency bank credit facility to 'BB+'
from 'BBB-', convertible subordinated notes to 'BB-' from 'BB+'.
The short-term debt rating is lowered to 'B' from 'F3' and has
been withdrawn. The Rating Outlook remains Negative.

Approximately $2.7 billion of debt is affected by this action.


ION NETWORKS: Hires Kaufman Bros. to Explore Strategic Options
--------------------------------------------------------------
ION Networks Incorporated (OTC: IONN), a provider of security and
management solutions that protect critical infrastructure from
internal and external security threats, has engaged Kaufman Bros.,
L.P., investment bankers based in New York City, to act as its
financial advisors and assist in further exploration of strategic
alternatives pertaining to the future of the company.

ION Networks, Inc. is a provider of security and management
solutions that protect critical information and infrastructure
from internal and external security threats. The ION Secure suite
helps customers protect critical infrastructure and maximize
operational efficiency while lowering operational costs. ION
Networks' customers include AT&T, Bank of America, British
Telecom, Citigroup, Entergy, Fortis Bank, Oracle, Sprint and the
U.S. Government. Headquartered in Piscataway, New Jersey, the
Company has installed tens of thousands of its products worldwide.

More information can be obtained from http://www.ion-networks.com

Kaufman Bros., L.P. is a New York City based full service
investment bank specializing in communication providers,
technology and media. Kaufman Bros. provides research, sales and
trading of securities and advisory services to publicly listed and
private companies. More information can be obtained from
http://www.kbro.com

                         *    *    *

        Financial Condition & Going Concern Uncertainty

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

"Our consolidated financial statements have been prepared on the
basis that we will continue as a going concern.  At March 31,
2003, we had an accumulated deficit of $43,597,858 and a working
capital deficit of $514,518 as compared to $164,689 at March 31,
2002. This decline in working capital was due to continued
operating losses generated  throughout the three months ended
March 31, 2003. We also realized net losses of $874,912 and
$1,217,546 for the three months ended March 31, 2003 and 2002
respectively. We believe that our working capital as of March 31,
2003 is not sufficient to fund the Company's  operations beyond
June 2003. We have been aggressively seeking to raise additional
capital through selling our equity since August 2002 and have been
unable to secure such financing other than the $300,303 raised
from the sale of our preferred stock in September 2002.
Additionally, our efforts to raise approximately $1.5 million of
additional capital through selling securities and/or debt have not
been successful. Because of the weak financial condition of the
Company, we expect that it will be necessary to issue securities
having a valuation and terms that are far more favorable to
investors than securities ION has previously issued. In order to
induce investors to provide capital to ION at this time, it may be
necessary to pledge all of the assets of the Company as collateral
for such securities, provide liquidation preferences at a multiple
of the purchase price of the securities, provide favorable
conversion premiums to investors and other similar terms which
could have a  negative  effect on the value of our common stock
and rights of our equity shareholders upon liquidation or other
circumstances. There is no assurance we can raise the needed $1.5
million or any additional capital on any terms reasonably
acceptable to the Company. Nonetheless, the management will
continue to have discussions with the creditors to defer payments
and/or extend  payment terms in order to improve the ability for
its cash flows to fund its ongoing operations.  The board of
directors has also been considering strategic alternatives for the
Company which have not materialized  as of this date.  If the
Company is unable to secure additional financing, enter into a
strategic transaction or generate revenues sufficient to sustain
its operations, the Company may need to consider other
alternatives including ceasing its operations as early as June
2003.

"As a result, it is imperative for us to be successful in
increasing our revenue, reducing costs,  and/or securing
additional funding in fiscal 2003 in order to continue operating
as a going concern."


KAISER ALUMINUM: UST Amends Creditors' Committee Membership
-----------------------------------------------------------
Acting United States Trustee for Region 3, Roberta A. DeAngelis,
amends the composition of the Official Committee of Unsecured
Creditors of Kaiser Aluminum Corporation and debtor-affiliates.
Ms. DeAngelis relates that State Street Bank and Trust Company has
resigned from the Committee effective June 20, 2003.  Trust
Company of the West resigned effective March 15, 2003.  Glencore
AG and Los Angeles Scrap Iron & Metal Corp. also previously
resigned.  Law Debenture Trust Company of New York has been added
to replace State Street Bank effective June 25, 2003.

The Committee is now composed of:

    1. Merrill Lynch Bond Fund Inc., High Income Portfolio
       Attn: Philip J. Brendel/Mike Brown
       800 Scudders Mill Road, Area 1B, Plainsboro, NJ 08536
       Phone: (609) 282-0143
       Fax: (609) 282-2756

    2. Bank One Trust Company, N.A. as Indenture Trustee
       Attn: Donna J. Parisi
       P.O. Box 710181, Columbus, OH 43271-0181
       Phone: (614) 217-2881
       Fax: (614) 248-5195

    3. Law Debenture Trust Company of New York,
       As Indenture Trustee
       Attn: Daniel R. Fisher, Esquire, Senior Vice President
       767 Third Avenue, 31st Floor, New York, NY 10017
       Phone: (212) 750-6474
       Fax: (212) 750-1361

    4. U.S. Bank National Association, As Indenture Trustee
       Attn: Timothy J. Sandell
       180 East 5th Street, St. Paul, MN 55101
       Phone: (651) 244-0713
       Fax: (651) 244-5847

    5. United Steelworkers of America
       Attn: Richard M. Seltzer, Esquire
       Five Gateway Center, Pittsburgh, PA 15222
       Phone: (412) 562-2400
       Fax: (412) 562-2574

    6. Pension Benefit Guaranty Corp.
       Attn: Hector Banda
       1200 K Street, N.W., Washington DC 20005
       Phone: (202) 326-4070
       Fax: (202) 326-4112
(Kaiser Bankruptcy News, Issue No. 29; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


LOEWEN GROUP: Judge Walsh Enters Final Decree Closing 48 Cases
--------------------------------------------------------------
The Reorganized Loewen Group Debtors sought and obtained an order
from Judge Walsh closing 48 more cases.  That action brings the
total number of closed cases to 753.

Courts have held that a Chapter 11 debtor should be removed from
the ongoing supervision of the bankruptcy court once the debtor's
estate has been fully administered.  By local court rule, a debtor
may seek entry of a final decree at any time after the confirmed
plan has been substantially consummated, so long as all fees due
to the Court Clerk or the United States Trustee have been paid.

The Debtors contend that these 48 estates have been fully
administered and should be closed:

      Closing Debtors                                     Case No.
      ---------------                                     --------
      Advance Planning of Tennessee                        99-1257
      Cardwell Funeral Home, Inc.                          99-1349
      Cemetery Services, Inc.                              99-1365
      Davis Funeral Home, Inc.                             99-1416
      Eastview Memorial Gardens, Inc.                      99-1448
      Elmwood Acquisition Corporation                      99-1455
      Evergreen Funeral Home and Cemetery, Inc.            99-1464
      Ferrell Mortuary, Inc.                               99-1472
      FFH, Inc.                                            99-1473
      Franklin Memorial Chapel, Inc.                       99-1494
      Garden Sanctuary Acquisition, Inc.                   99-1505
      Gardens of Memory, Inc.                              99-1506
      Heritage Cemetery Management Corporation             99-1560
      James J. Stout Funeral Home, Inc.                    99-1597
      Kiser Funeral Home of Greenville, Inc.               99-1625
      Kraeer Holdings, Inc.                                99-1629
      Levitt-Weinstein Memorial Chapels, Inc.              99-1646
      Lineberry Group (Virginia) Inc.                      99-1652
      Livingston-Malletta & Gerahty Funeral Home, Inc.     99-1654
      LM Park, Inc.                                        99-1655
      Loewen (Kentucky), Inc.                              99-1660
      Louisville Memorial Gardens, Inc.                    99-1687
      Luff Bowen Funeral Home, Inc.                        99-1693
      Mayes Mortuary, Inc.                                 99-1710
      Memorial Services Acquisition, Inc.                  99-1726
      Naples Memorial Gardens, Inc.                        99-1764
      Nave Funeral Home, Inc.                              99-1767
      NFH Leasing Corporation                              99-1775
      North American Cremation Society, Inc.               99-1779
      Osiris Holding of Kentucky, Inc.                     99-1803
      Osiris Insurance Agency of Pennsylvania              99-1806
      Pettus-Owen & Wood Funeral Home, Inc.                99-1833
      Rawlings Funeral Home, Inc.                          99-1857
      Reese Leasing Corporation                            99-1859
      Roseland Park Sales Company                          99-1897
      Sherrill-Guerry Funeral Home, Inc.                   99-1939
      Sunset Memorial Cemetery & Funeral Home, Inc.        99-1987
      Tankersley Funeral Home, Inc.                        99-1998
      Tennessee Valley Memory Gardens and Funeral Home Inc.99-2000
      Terebinski Funeral Home Forest Hills Chapel, Inc.    99-2001
      The Oak Woods Cemetery Association                   99-2006
      Walker Cemetery Corporation                          99-2038
      Weaver Funeral Home, Inc.                            99-2042
      White's Vault Co.                                    99-2054
      Loewen (Alabama) LP                                  99-2096
      Composanto PR, Inc.                                  99-2099
      Family Funeral Service Group, Inc.                   99-2102
      Woodlawn Memorial Park, Inc.                         99-2113

The Plan has been substantially consummated, and the deposits and
property transfers provided by the Plan have been completed.
Moreover, the Reorganized Debtors have assumed the business and
management of the Closing Debtors' assets.  In addition, most
payments provided for under the Plan have been made.  All Motions
and Contested Claims in the Closing Cases have been, or will soon
be, finally resolved.  All fees with respect to the Closing Cases
have also been paid.

With the closing of these 48 cases, the Debtors note that there
are 50 cases remaining. (Loewen Bankruptcy News, Issue No. 73;
Bankruptcy Creditors' Service, Inc., 609/392-00900)


MCMORAN EXPLORATION: Completes 6% Conv. Senior Notes Offering
-------------------------------------------------------------
McMoRan Exploration Co. (NYSE:MMR) has completed its private
placement of $100 million of 6% convertible senior notes due
July 2, 2008. McMoRan intends to use net proceeds from this
offering for exploratory drilling activities on its oil and gas
prospects; for possible opportunities to acquire interests in oil
and gas properties; for continuation of its efforts with respect
to the potential Main Pass Energy Hub(TM) project, including a
liquefied natural gas terminal and supporting facilities and for
working capital requirements and other corporate purposes. The
initial purchasers have also been granted an option to purchase up
to an additional $30 million of the notes.

James R. Moffett and Richard C. Adkerson, Co-Chairmen of McMoRan
said, "This transaction has strengthened our financial flexibility
significantly, enabling us to proceed in developing values for our
company from two high potential growth opportunities in the
natural gas industry. We will aggressively pursue our high
potential Gulf of Mexico deep shelf opportunities provided by our
large exploratory acreage position. Our recent discoveries at JB
Mountain and Mound Point and the potential for major reserve
growth in the 80,000 acre-area containing these discoveries
provide validation for our exploration philosophy in drilling for
large accumulations of natural gas in the shallow waters of the
Gulf of Mexico."

The Co-Chairmen continued, "We continue to achieve significant
progress in developing potential alternative uses for our
discontinued sulphur facilities at Main Pass Block 299. This
financing allows us to pursue potentially highly attractive
opportunities as we develop our Main Pass Energy HubTM concept to
establish one of the world's first offshore LNG facilities."

As previously announced, the convertible notes have an interest
rate of 6 percent per year and are convertible into shares of
common stock at $14.25 per share, representing a 25 percent
premium over the closing price on June 26, 2003 of McMoRan's
common shares. This offering generated net proceeds of $95
million, approximately $17.6 million of which has been used to
purchase U.S. government securities held in escrow to pay the
first six semi-annual interest payments due during the next three
years.

McMoRan Exploration Co. -- whose March 31, 2003 balance sheet
shows a total shareholders' equity deficit of about $45 million --
is an independent public company engaged in the exploration,
development and production of oil and natural gas offshore in the
Gulf of Mexico and onshore in the Gulf Coast area. Additional
information about McMoRan is available at http://www.mcmoran.com


MESA AIR GROUP: Extends Code-Share Pact with Frontier Airlines
--------------------------------------------------------------
Frontier Airlines (Nasdaq: FRNT) announced that effective July 1,
2003, the airline extended its codeshare agreement with Mesa Air
Group, operating as Frontier JetExpress, through Jan. 1, 2004. The
original codeshare agreement with Mesa became effective Feb. 1,
2002, and was amended March 1, 2003, changing the airlines'
relationship to a "revenue guarantee" compensation method from a
prorate-based method (or revenue share).

Currently, Mesa operates five, 50-seat regional jets as Frontier
JetExpress. The agreement extension continues to allow Frontier to
maintain control of pricing, scheduling and market selection.

Denver-based Frontier Airlines employs approximately 3,300
aviation professionals and is the second largest jet service
carrier at Denver International Airport. Frontier and its regional
jet partner Frontier JetExpress offer service to 38 cities.
Frontier's fleet consists of 37 aircraft, which feature a single-
class configuration. In 2002, for the fourth consecutive year,
Frontier's maintenance and engineering department has received the
Federal Aviation Administration's highest award, the Diamond
Certificate of Excellence. This award signifies 100 percent of the
airline's maintenance and engineering employees have completed
advanced aircraft maintenance training programs. In April 2002,
Entrepreneur ranked Frontier one of two "Best Low-Fare Airlines."
Frontier provides capacity information and other corporate
information on its Web site, which may be viewed at
http://www.frontierairlines.com

Mesa currently operates 141 aircraft with 1,042 daily system
departures to 162 cities, 43 states, Canada, Mexico and the
Bahamas. It operates in the West and Midwest as America West
Express; the Midwest and East as US Airways Express; in Denver as
Frontier JetExpress and, commencing July 6, United Express; in
Kansas City with Midwest Express and in New Mexico and Texas as
Mesa Airlines. The Company, which was founded in New Mexico in
1982, has approximately 3,300 employees. Mesa is a member of the
Regional Airline Association and Regional Aviation Partners.


MILESTONE SCIENTIFIC: Shareholders' Meeting Adjourned Sine Die
--------------------------------------------------------------
Milestone Scientific, Inc. (AMEX: MS) announced that at its Annual
Meeting of Stockholders held this morning all nominees for
director had been elected and that the Amendment to its
Certificate of Incorporation increasing its authorized shares of
Common Stock from 25,000,00 to 50,000,000 had been adopted.

While the proposed amendment adding a new class of preferred stock
received overwhelming support from those stockholders voting on
the proposal, the total vote was not sufficient to adopt the
proposal. Accordingly, to allow stockholders the further
opportunity to cast their vote on the proposal the meeting was
adjourned sine die.

Milestone Scientific -- whose March balance sheet shows a total
shareholders' equity deficit of about $6.6 million -- is the
developer, manufacturer and marketer of CompuMed(R) and
CompuDent(R) computer controlled local anesthetic delivery
systems. These systems comprise a microprocessor controlled drive
unit as well as The Wand(R) handpiece, a single patient use
product that is held in a pen like manner for injections. In 2001,
Milestone Scientific received broad United States patent
protection on "CompuFlo(TM)", an enabling technology for computer
controlled, pressure sensitive infusion, perfusion, suffusion and
aspiration, which provides real time displays of pressures, fluid
densities and flow rates, that advances the delivery and removal
of a wide array of fluids. In 2002, Milestone Scientific received
United States patent protection on a safety engineered sharps
technology, which allows for fully automated true single-handed
activation with needle anti-deflection and force-reduction
capability.


MOSAIC GROUP: Completes Sale of Mosaic Sales Solutions Business
---------------------------------------------------------------
Mosaic Group Inc. (TSX:MGX) has completed the sale of a
substantial portion of the assets and other direct and indirect
interests of the Company's Mosaic Sales Solutions business.

On May 28, 2003, the Company previously announced the entering
into of a definitive agreement with JLL Partners for the sale of
the assets and other direct and indirect interests of its Mosaic
Sales Solutions business for a purchase price of $105 million
Canadian dollars. The transaction was entered into as a part of
the Company's ongoing restructuring proceedings for which it
retained, in January 2003, Lazard Freres & Co., LLC, New York, as
investment banker to assist in the possible sale of all or part of
the Company.

The proceeds from the sale will be applied to reduce outstanding
obligations to secured creditors. The completion of the sale of
the balance of the assets and receipt of further consideration is
contingent upon the Company fulfilling certain conditions. The
receipt of additional proceeds, if any, also will be applied to
outstanding secured creditor obligations. As the secured creditors
will have a shortfall in recovery of their claims, there will be
no recovery for shareholders.

In December, 2002, Mosaic Group Inc. and certain of its Canadian
subsidiaries and affiliated companies obtained an order from the
Ontario Superior Court of Justice under the Companies' Creditors
Arrangement Act (Canada) to initiate the restructuring of its debt
obligations and capital structure. Additionally, certain of
Mosaic's US Subsidiaries commenced proceedings for reorganization
under Chapter 11 of the U.S. Bankruptcy Code in the United States
Bankruptcy Court for the Northern District of Texas in Dallas.
Pursuant to these filings, Mosaic and its relevant subsidiaries
continue to operate under a stay of proceedings.


NATIONAL CENTURY: Court Clears $5 Million Garamella Settlement
--------------------------------------------------------------
National Century Financial Enterprises, Inc., and its debtor-
affiliates sought and obtained the Court's authority to enter
into a Settlement Agreement with Todd J. Garamella and to
implement the terms of that Settlement Agreement, pursuant to Rule
9019 of the Federal Rules of Bankruptcy Procedure.

Joseph M. Witalec, Esq., at Jones, Day, Reavis & Pogue, in
Columbus, Ohio, informs the Court that after the NCFE Petition
Date, the Debtors engaged in negotiations with potential
purchasers, including Mr. Garamella, for the sale of all or
portions of the Medshares Claim.  The Debtors' negotiations with
Mr. Garamella, the chief executive officer of Intrepid, resulted
in the parties' entry into an Assignment of Claim Agreement dated
March 25, 2003.  Mr. Witalec notes that the Assignment Agreement
provides for the Debtors' transfer to Mr. Garamella of the
Medshares Claim for $6,750,000.

After a hearing, the Court approved the Bidding Procedures Order,
establishing competitive bidding procedures for the Medshares
Claim sale under which Mr. Garamella was the stalking horse
bidder.  Pursuant to the Bidding Procedures Order, the Debtors
served to numerous parties a Notice of Solicitation of Bids to
Purchase Claim Against Medshares, Inc. and Affiliates and Terms
and Conditions of Bidding Procedures.  The Debtors also posted
the Sale Notice on a health care industry website.  However, no
competing bidders materialized for the sale of the Medshares
Claim.

Mr. Garamella says the Transfer Agreement is no longer binding
because of, inter alia:

    -- the alleged failure to timely close the transaction under
       paragraph 10 of the Transfer Agreement,

    -- the alleged failure to meet the conditions precedent in
       paragraph 8 of the Transfer Agreement,

    -- the alleged violation of paragraph 5 of the Transfer
       Agreement, and

    -- the Debtors' alleged repudiation of the contract by
       proposing an amended and restated transfer agreement.

After the Court approved the sale on May 21, 2003, Mr. Garamella
commenced a lawsuit in the U.S. District Court for the Eastern
District of Tennessee on May 27, 2003, for a declaration that the
Transfer Agreement is no longer binding.

After arm's-length negotiations, Mr. Garamella and the Debtors
agreed to resolve the disputes under the Transfer Agreement,
including its enforceability.  The Parties entered into the
Settlement Agreement to amend the Transfer Agreement.

Judge Calhoun approves these Settlement terms:

    (a) Settlement Amount

        To meet its obligations under the Settlement Agreement,
        including the payment of the $6,750,000 purchase price,
        Mr. Garamella will pay to the Debtors $5,000,000 by
        wire transfer.

    (b) Amendment to the Transfer Agreement

        The Settlement Agreement amends the Transfer Agreement to
        provide for the payment of the Settlement Amount in
        satisfaction of the Purchase Price.  The Settlement
        Agreement also provides that all conditions precedent
        required to be performed under the Transfer Agreement are
        waived or deemed met and that, as amended, the Transfer
        Agreement is a binding and enforceable agreement.

    (c) Conditions Precedent to Settlement Agreement

        The Settlement Agreement is expressly conditioned on the
        entry of the NCFE Court Order approving the settlement,
        the entry of the Medshares Court Order by the Tennessee
        Bankruptcy Court affirming Mr. Garamella's right to
        appoint, after acquisition of the Medshares Claim, two
        members of the Medshares board of directors, confirming
        that Intrepid USA, Inc. will agree to honor the Debtors'
        alleged, potential obligations under a term sheet with
        the Medshares Official Committee of Unsecured Creditors
        and confirming that the Medshares Official Committee of
        Unsecured Creditors will continue to elect only one
        Medshares board member, and confirming that, except as
        modified by court orders, the Medshares board continues
        to be governed by state law and its bylaws.

    (d) Retention of Jurisdiction Over Disputes

        The U.S. Bankruptcy Court for the Southern District of
        Ohio will retain jurisdiction over all disputes arising
        out of or related to the Settlement Agreement.

    (e) Mutual Releases

        The parties will mutually release one another upon
        satisfaction of the of the conditions precedent and
        payment of the Settlement Amount.

    (f) Dismissal of Actions

        Mr. Garamella will dismiss, with prejudice, any and all
        claims brought against the Debtors in the U.S. District
        Court for the Eastern District of Tennessee in the action
        captioned Todd J. Garamella v. National Century Financial
        Enterprises, Inc., NPF VI, Inc. and NPF X. Inc.

Mr. Witalec asserts that the payment of the Settlement Amount
under the Settlement Agreement favorable to the Debtors since it
will result in the Debtors' recovery of nearly 75% of
Mr. Garamella's disputed Purchase Price obligation to the Debtors
under the Transfer Agreement.  By contrast, if the settlement is
not consummated, the Debtors will be required to seek recovery
through either the litigation already pending in the Eastern
District of Tennessee or through litigation commenced in this
Court.  If that were to occur, the purchase of the Medshares
assets may be substantially disrupted.

Medshares advised that it will be unable to continue insurance
coverage beyond June 30, 2003.  During the past several weeks,
Medshares has failed to meet all of its payroll obligations.
Therefore, Mr. Witalec fears that any disruption or delay of the
sale of Medshares may substantially diminish the value that
ultimately is realized by these estates.

Moreover, although the Debtors vigorously dispute Mr. Garamella's
position, the Debtors would nonetheless be required to incur
additional risks and costs to collect Mr. Garamella's outstanding
obligations under the Transfer Agreement, and there is no
assurance that the Debtors would ultimately collect as much as
they will receive pursuant to the proposed settlement.   Under
the proposed settlement, by contrast, all of these matters will
be fully and finally resolved.  Accordingly, Mr. Witalec
maintains, entry into and consummation of the Settlement
Agreement is in the Debtors' best interests. (National Century
Bankruptcy News, Issue No. 19; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


NT MEDIA CORP: AJ.Robbins Replace Caldwell as New Accountants
-------------------------------------------------------------
On June 30, 2003, NT Media Corporation of California's Board of
Directors decided to replace Caldwell, Becker, Dervin,  Petrick &
Co., LLP as its independent accountants effective as of June 27,
2003 and approved the engagement of AJ.Robbins, PC to replace
Caldwell Becker as the Company's independent  accountants for the
fiscal year ending December 31, 2003, and thereafter.

The decision to change the Company's independent accountants was
occasioned by the fact that Caldwell Becker declined to stand for
re-election as the Company's independent  accountant.  The Board
based its decision to retain AJ Robbins on several factors,
including AJ Robbins' experience in the Company's particular
industry and AJ Robbins' extensive SEC compliance practice.

The Independent Auditors' Report signed by Caldwell Becker for the
fiscal year ended December 31, 2002, included an explanation of a
"going concern" uncertainty.

NT Media Corp. of California's March 31, 2003 balance sheet shows
a working capital deficit of about $460,000 and a total
shareholders' equity deficit of about $1.5 million.

NT Media's business includes the development and production of
feature films and television programs, and the provision of
international business development and strategy  consulting
services.  With its existing operations, the Company generates or
will generate revenue through producer fees, license/acquisition
fees (theatrical, network television, cable television, home
video, syndication, and foreign territories), participation fees
(percentage of box office and ancillary gross or adjusted gross
revenue with respect to feature film and television production),
and consulting fees and commissions with respect to business
development and strategy consulting. The Company has recently
discontinued various lines of business of its subsidiary Ecast and
expects revenues and losses from Ecast's business to decline
accordingly.


NT MEDIA CORP: Chris Mehringer Resigns as President and CEO
-----------------------------------------------------------
Chris Mehringer, the CEO, President and CFO of NT Media
Corporation of California tendered his resignation to be effective
on June 30, 2003.  The Board of Directors accepted Mr. Mehringer's
resignation on June 30, 2003.

As part of Mr. Mehringer's resignation, the Company agreed to
indemnify Mr. Mehringer for any acts done by him during his term
as an officer of the Company except for any activities
demonstrating gross negligence and/or willful misconduct.  This
agreement covers both losses as well as costs including reasonable
attorney's fees, relating to any indemnified claim. The agreement
is perpetual in nature.

On June 30, 2003, the Board of Directors appointed Chris Briggs as
the Company's CEO, President and CFO effective on July 1, 2003.
Mr. Briggs was appointed to the Board of Directors effective July
1, 2003. Mr. Briggs will also act as the Creative Director for the
Company.  The Company indicates that Mr. Briggs has a long history
of television and film production and has created several media
properties.

NT Media Corp. of California's March 31, 2003 balance sheet shows
a working capital deficit of about $460,000 and a total
shareholders' equity deficit of about $1.5 million.

NT Media's business includes the development and production of
feature films and television programs, and the provision of
international business development and strategy  consulting
services.  With its existing operations, the Company generates or
will generate revenue through producer fees, license/acquisition
fees (theatrical, network television, cable television, home
video, syndication, and foreign territories), participation fees
(percentage of box office and ancillary gross or adjusted gross
revenue with respect to feature film and television production),
and consulting fees and commissions with respect to business
development and strategy consulting. The Company has recently
discontinued various lines of business of its subsidiary Ecast and
expects revenues and losses from Ecast's business to decline
accordingly.


NVIDIA CORP: StockPickReport Gives "BUY" Stock Recommendation
-------------------------------------------------------------
StockPickReport.Com (IARD#119079 -
http://www.stockpickreport.com/?src=bw) makes this short-term
stock recommendations:

          NVIDIA (NASDAQ:NVDA)
          StockPickReport.Com Rating: BUY
          http://pr.stockpickreport.com/NVDA.htm

NVIDIA designs, develops and markets graphics processors and
related software for personal computers and digital entertainment
platforms.

The short-term direction for NVDA's share volume looks like it's
on the decline. Moreover, based on short-term stochastics, we
believe the stock will be moving higher. Lastly, the general
direction has been to higher ground for the stock over the last
week or so.

"Our research indicates probable upside for NVDA from current
prices. NVDA could see gains from here but those gains may not be
striking on a percent basis compared to a stock with a Strong Buy
rating," StockPickReport.com says.

For clarification on how the firm rates NVDA a BUY, visit:
http://pr.stockpickreport.com/NVDA.htm

StockPickReport.Com ranks stocks with a proprietary unbiased
system of technical analysis. These ratings do not indicate a
"long term" view of any company listed. These are ratings that
reflect our opinion of a stock's potential price movement over the
next five to ten trading sessions. The stock ratings range from
+10 (which indicates our view that a stock has a great chance to
move higher) to -10 (which indicates our belief that a stock has a
great chance to move lower). These ratings may change based on
daily market conditions.

NVIDIA Corporation, whose corporate credit rating is rated at B+
by Standard & Poor's, is a visual computing technology and
market leader dedicated to creating products that enhance the
interactive experience on consumer and professional computing
platforms.  Its graphics and communications processors have
broad market reach and are incorporated into a wide variety of
computing platforms, including consumer digital-media PCs,
enterprise PCs, professional workstations, digital content
creation systems, notebook PCs, military navigation systems and
video game consoles.  NVIDIA is headquartered in Santa Clara,
California and employs more than 1,500 people worldwide.  For
more information, visit the company's Web site at
http://www.nvidia.com


OUTSOURCING SOLUTIONS: All Proofs of Claim Due by August 11
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Missouri,
Eastern Division, directs all creditors of Outsourcing Solutions
Inc., and its debtor-affiliates to file their Proofs of Claims on
or before August 11, 2003, or be forever barred from asserting
their claims.

Proofs of Claim must be mailed, in a postage pre-paid envelope
bearing the Debtors' claims address as the return address, to:

        Union Financial Services Group, Inc.
        c/o Alix Partners, LLC
        2807 Allen Street, Box #820
        Dallas, Texas 75204-1031

Proofs of Claim need not be submitted at this time if they are on
account of:

        1. Claims already previously filed with the Clerk of the
           Bankruptcy Court;

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

        3. Claims pursuant to the debtor-in-possession financing
           agreement and facility;

Outsourcing Solutions, Inc., and its subsidiaries are collectively
one of the largest providers of business process outsourcing, or
BPO, receivables services in the U.S. The Debtors filed for
Chapter 11 relief on May 12, 2003, (Bankr. E.D. Mo. Case No. 03-
46349). Gregory D. Willard, Esq., at Bryan Cave LLP represents the
Debtors in their restructuring efforts. When the Debtors filed for
protection from its creditors, it listed total assets of $626
million and total debts of $699 million.


OWENS CORNING: Earns Blessing to File Secret JV Pacts Under Seal
----------------------------------------------------------------
Owens Corning and its debtor-affiliates obtained permission from
the Court permission to file:

      (i) a Joint Venture Formation Agreement;
     (ii) a Partners Agreement;
    (iii) a Purchase Agreement;
     (iv) a License And Technical Assistance Agreement;
      (v) a License Agreement;
     (vi) a Administrative Services Agreement; and
    (vii) Related Agreements and Actions

with the Bankruptcy Court under seal and keep those documents
out of public view.  The Debtors do not identify the parties to
these agreements or provide any insight about the underlying
deal.

The Debtors will implement these procedures with respect to this
Motion:

    1. The Debtors may file the Motion with the Court under
       seal;

    2. The Debtors will serve a copy of the Underlying Motion on
       the Office of the United States Trustee, counsel to the
       Committees and the Futures Representative, counsel to
       Bank of America, the Debtors' postpetition lender, and
       counsel to Credit Suisse First Boston, as agent with
       respect to that $2,000,000,000 Credit Agreement dated
       June 26, 1997;

    3. Objections, if any, to the Motion will be filed with the
       Court under seal and served on counsel for the Debtors;
       and

    4. The hearing with respect to the Motion will be held in
       camera and will only be attended by those authorized to
       receive the Motion. (Owens Corning Bankruptcy News, Issue
       No. 54; Bankruptcy Creditors' Service, Inc., 609/392-0900)


POLAROID: Wants Plan Filing Exclusivity Extended to October 31
--------------------------------------------------------------
Polaroid Corporation and its debtor-affiliates, and the Official
Committee of Unsecured Creditors ask the Court to extend:

    (1) the exclusive period to file a Plan until October 31,
        2003; and

    (2) the exclusive period to solicit acceptances of the
        Plan from creditors until December 31, 2003.

Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom,
LLP, in Wilmington, Delaware, reminds the Court that, following
the Petition Date, the Debtors faced steadily declining revenues.
Thus, the Debtors determined that a sale of substantially all of
their assets provided the best and most efficient method in
maximizing the value of their estates.

On March 21, 2003, the Debtors and the Creditors' Committee filed
the Second Amended Plan that is predicated on the Sale
transaction, post-Sale liquidation of the Debtors' remaining
assets, and distribution of the Sale proceeds and the other
assets in the Debtors' estates to the Debtors' creditor
constituencies.  The Debtors and the Committee believe that they
have resolved their disputes with respect to the Plan and the
Sale through the Second Amended Plan.  The Plan also proposes to
settle all of the potential disputes with the Debtors' Prepetition
Lenders.  The Debtors and the Committee tell the Court they need
more time to revise the Disclosure Statement prior to seeking
approval of solicitation procedures.

Mr. Galardi notes that the Examiner indicated that he will file
his report by the middle of August.  Although the Debtors and the
Committee anticipate that the Examiner's report will be punctually
filed, in case the filing will be delayed, the Debtors and the
Committee seek to extend the Exclusive Periods beyond the date
currently scheduled for the hearing on solicitation procedures,
and beyond the date tentatively scheduled for confirmation of the
Second Amended Plan.

The Court has indicated that, with respect to the solicitation
procedures proposed by the Committee and the Debtors in connection
with the Second Amended Plan, the examination must be completed
prior to any hearing.  Because the Examiner anticipates completing
his report, by the middle of August, 2003, the Court has scheduled
a hearing on solicitation procedures for a date that is
approximately two weeks after the anticipated filing date for the
Examiner's report.

Mr. Galardi argues that a 100-day extension of the Exclusive
Periods is fair and reasonable given that:

    (1) the Debtors and the Committee have made significant
        progress in resolving many of the issues facing the
        Debtors' estates:

        (a) The Debtors have sold substantially all of their
            assets to OEP.  In connection with the Sale, the
            Debtors and the Committee resolved potential disputes
            with the Debtors' Prepetition Lenders and provided for
            the payment of the lenders' claims;

        (b) The Debtors, the Committee, the Debtors' Prepetition
            and Postpetition Lenders have resolved their disputes
            with the Retiree Committee;

        (c) The Debtors have undertaken various cost-reduction
            measures, including the rejection of executory
            contracts and leases of non-residential real estate
            that were no longer necessary for the operation of
            the Debtors' business and that were above market
            value;

        (d) The Debtors and the Committee have made progress in
            addressing the approximately 7,100 proofs of claim
            filed against the Debtors; and

        (e) the Debtors and the Committee drafted and filed the
            Amended Plan and the Second Amended Plan;

    (2) it will give the Debtors and the Committee a reasonable
        opportunity to make any necessary amendments to the
        Disclosure Statement or the Second Amended Plan, and
        ultimately confirm the Second Amended Plan without
        prejudicing any party-in-interest;

    (3) it will save the Debtors and their estates the
        considerable expense and delay that the existence of
        competing plans would otherwise occasion; and

   (4) the Debtors' cases and large and complex and substantial
       issues remain unresolved, including the issues being
       investigated by the Examiner.

Furthermore, Mr. Galardi clarifies that, if granted, the
extension of the Exclusive Periods will be without prejudice to:

    (i) the right of the Debtors or the Committee to seek
        further extensions of the Exclusive Periods; or

   (ii) the right of any party-in-interest to seek to reduce the
        Exclusive Periods for cause. (Polaroid Bankruptcy News,
        Issue No. 40; Bankruptcy Creditors' Service, Inc.,
        609/392-0900)


PRECISION SPECIALTY: Court Okays BTB Associates' Engagement
-----------------------------------------------------------
Michael B. Joseph, the trustee overseeing Precision Specialty
Metals, Inc.'s bankruptcy estate, sought and obtained approval
from the U.S. Bankruptcy Court for the District of Delaware to
retain BTB Associates LLC as his Liquidation Consultants, nunc pro
tunc to April 23, 2003.

The Trustee expects BTB to:

     a. gather the Debtor books and records and arrange for
        transfer of same to a site to be designated and/or
        agreed upon by the Trustee;

     b. inventory the Debtor books and records;

     c. ascertain the status of the Debtor books and records,
        i.e., the months through which the books have been
        closed;

     d. inventory the Debtor's fixed assets;

     e. meet with and advise the Trustee and/or his counsel on
        matters concerning case administration that require its
        specific review;

     f. render such other assistance as the Trustee and his
        counsel may deem appropriate;

     g. perform a preference analysis and any other analysis as
        required by the Trustee;

     h. research, pursue and collect funds owed to the
        Debtors;

     i. arrange for contingency audits on workers'
        compensation insurance policies and sales tax, to the
        extent feasible;

     j. administer and handle the claims process;

     k. review of and assistance in the preparation and filing
        of any tax returns;

     l. advise and assist regarding tax planning issues,
        including calculating net operating loss carry forwards;

     m. assist regarding existing and future IRS examinations;

     n. assist in all tax matters as may be requested from time
        to time; and

     o. provide any and all other assistance as the Trustee may
        request.

BTB's normal billing rates for these services are:

          Managing Director           $250 per hour
          Senior Analyst              $200 per hour
          Analyst and Specialists     $150 - 200 per hour
          Clerical Support            $45 per hour

The principal consultants presently designated to undertake this
engagement and their current standard hourly rates are:

          Robert F. Troisio           $250 per hour
          David Paddy                 $200 per hour

Precision Specialty Metals is a specialty steel conversion mill
engaged in re-rolling, slitting, cutting and polishing stainless
steel and high-performance alloy hot band into standard or
customized finished thin-gauge strip and sheet product. The
Company filed for Chapter 11 protection on June 16, 2001, which
was subsequently converted to Chapter 7 Liquidation on February 6,
2003 (Bankr. Del. Case. No. 01-2411).  Jason C. Powell, Esq., and
Lisa L. Coggins, Esq., at Ferry, Joseph & Pearce, PA, represent
the chapter 7 trustee in this proceeding.


SHC INC: Section 341(a) Meeting to Convene on August 8, 2003
------------------------------------------------------------
The United States Trustee will convene a meeting of SHC, Inc., and
its debtor-affiliates' creditors on August 8, 2003, at 1:00 p.m.,
at 2nd Floor, Room 2112, J. Caleb Boggs Federal Building, 844 King
Street, Wilmington, Delaware 19801.  This is the first meeting of
creditors required under 11 U.S.C. Sec. 341(a) in all bankruptcy
cases.

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

SHC, Inc., headquartered in Chicopee, Massachusetts is a
manufacturer of golf balls and clubs and other sporting goods.
The Company filed for chapter 11 protection on June 30, 2003
(Bankr. Del. Case No. 03-12002).  Pauline K. Morgan, Esq., at
Young, Conaway, Stargatt & Taylor represents the Debtors in their
restructuring efforts.


SHOLODGE INC: Completes Exchange Offer for 9.75% Sr. Sub. Notes
---------------------------------------------------------------
ShoLodge, Inc. (NASDAQ:LODG), has successfully completed its offer
to exchange 10.15% Senior Subordinated Notes, Series A-1, due
November 2006 for a portion of its outstanding 9.75% Senior
Subordinated Notes, Series A, due November 2006 and to exchange
9.95% Senior Subordinated Notes, Series B-1, due September 2007
for a portion of its outstanding 9.55% Senior Subordinated Notes,
Series B, due September 2007, and its related consent solicitation
amending the indenture under which both the old notes and the new
notes are issued. The company received tenders for more than the
required 51% of both series of old notes, in the aggregate. A
total of approximately 51.01% of the Series A and Series B Notes,
as a group, were accepted by the company, based on a first come,
first served basis.

As a result of the exchange offer and consent solicitation, the
indenture governing the Series A Note, the Series A-1 Notes, the
Series B Notes and the Series B-1 Notes has been amended to
eliminate the annual "put" right of note holders, eliminate the
required redemption upon death of a note holder, and revise
certain restricted payment and net worth covenants.

As previously reported, Standard & Poor's lowered its long-term
corporate credit and subordinated debt ratings for Sholodge Inc.
Corporate credit rating is down to 'CCC'. In addition, the
ratings were removed from CreditWatch.


TELSCAPE: Ch 11 Trustee Taps ASK to Litigate Preferential Claims
----------------------------------------------------------------
David Neier, the Chapter 11 Trustee for Telscape International,
Inc., and its debtor-affiliates, asks for authority from the U.S.
Bankruptcy Court for the District of Delaware to employ ASK
Financial as his Special Counsel to analyze & litigate preference
claims.

The Trustee expects to rely on ASK for advice in analyzing the
Debtors' avoidance claims and to pursue these actions on the
Debtors' behalf.

Because the deadline to file avoidance actions is rapidly
approaching and there is no source of immediately available funds
to pay professionals, the Trustee requires that ASK immediately
perform the preference analysis so that the potential recovery to
the Debtors' estate can be analyzed.

The Trustee estimates that there are over 1,000 creditors that
received more than $21 million in transfers during the 90-day
preference period.  However, in order to properly evaluate these
transfers a significant amount of data reconstruction must occur.
Due to the length of time this may take it is important that the
data mining process commence as soon as possible. ASK has the
expertise to oversee this data mining process and more importantly
can convert the recovered data into a format that is compatible
with its unique analysis programs. Once the data conversion is
complete ASK can quickly produce a complete analysis.

The Trustee expects ASK to provide:

  A. Preference Analysis

     At the Trustee's discretion, ASK may also perform an
     analysis of paid invoice transactions from prior periods to
     compare the course of business dealings.

     The Preference Analysis includes a net preferential
     transfer analysis of all transactions that occurred within
     the 90-day period prior to the Petition Date, including the
     preparation and submission to the Trustee of certain
     Reports.

     The Trustee will pay an analysis fee of $25,000 plus a per
     transaction fee of $0.35 for each electronic data
     transaction over 35,000 and $0.52 for each paper
     transaction over 35,000.

     ASK will apply the flat fee to the paper transactions first
     so that the higher excess fees would apply only if the
     total paper transactions exceeded 35,000.  ASK agrees that
     its analysis fees will be paid as an expense to be deducted
     from the Debtors' share of the preference recovery
     proceeds.

  B. Collection and Litigation of Identified Preference Claims

     ASK will pursue collection via the use of pre-suit demand
     letters and, if necessary, the filing of adversary
     proceedings. ASK will prosecute all adversary proceedings
     by obtaining judgments by motion, trial and/or default.
     Thereafter ASK will enforce the judgments by
     domesticating them in other jurisdictions and engaging in
     appropriate post judgment judicial enforcement proceedings.

     With respect to the collection and litigation of the
     preference claims, ASK will be paid a per Net Vendor
     contingency fee of:

       i) 33.33% of Collections Realized Before Judgment;

      ii) 40% for the first $20,000 Collections Realized After
          Entry of Judgment and 33.33 % of the balance; and

     iii) 16.67 % as to any collections from a Net Vendor
          exceeding $100,000.


TERADYNE INC: Promotes Mark Jagiela to Head Semiconductor Test
--------------------------------------------------------------
Teradyne (NYSE: TER) promoted Mark E. Jagiela to President of the
Semiconductor Test Division, replacing Michael Bradley, who was
recently promoted to President of the Corporation.

Jagiela joined Teradyne after graduation from the University of
Michigan in 1982 with a B.S. in Electrical Engineering, starting
as a design engineer in what is now the System-On-a-Chip test
systems group. He later spent 10 years in Japan as General Manager
of the company's locally-based product lines. While there, he
oversaw the move of the divisional headquarters from Tokyo to
Kumamoto, a significant strengthening of the division's
engineering and manufacturing capability and the development of a
successful strategy in image sensor test. Upon returning to the
U.S. in 1999, he served as the engineering manager for VLSI test
and he later was promoted to General Manager of that group. He was
appointed a Vice President of Teradyne in 2001. For the last two
years, he has had overall marketing and business unit management
responsibility for Semiconductor Test.

In commenting on Jagiela's promotion Bradley said, "The breadth
and complexity of our semiconductor test business have increased
significantly in the last several years. In his 21 years with the
company, Mark has mastered a diverse range of skills in
engineering, marketing and international business management that
give him an ideal experience base from which to tackle his new
role."

Teradyne is the world's largest supplier of Automatic Test
Equipment, and a leading supplier of interconnection systems. The
company's products deliver competitive advantage to the world's
leading semiconductor, electronics, automotive and network systems
companies. In 2002, Teradyne had sales of $1.22 billion, and
currently employs about 6800 people worldwide. For more
information, visit http://www.teradyne.com

As reported in Troubled Company Reporter's December 19, 2002
edition, Standard & Poor's lowered its corporate credit and
senior unsecured note ratings on Teradyne Inc., to 'B+' from
'BB-'. The action recognized continued stressed conditions in
the semiconductor capital goods industry that were likely to
impede the company's ability to restore operating profitability
over the intermediate term.

The outlook was revised to stable from negative on the Boston,
Mass.-based Teradyne, which supplies the semiconductor testing
industry. Teradyne had debt outstanding of $545 million,
including capitalized leases, as of September 2002.


TOWER AUTOMOTIVE: Will Webcast Q2 Conference Call on July 22
------------------------------------------------------------
Tower Automotive, Inc. (NYSE:TWR), will host a live Webcast of
its 2003 second-quarter earnings conference call on Tuesday, July
22, at 11 a.m. ET.

To access the presentation, go to the company's Web site at
http://www.towerautomotive.com select "Investors" and click on
the Webcast icon. If you are unable to listen to the live Webcast,
a replay will be available beginning at approximately 2 p.m. ET,
Tuesday, July 22, at the same Web address.

Tower Automotive, Inc., is a global designer and producer of
structural components and assemblies used by every major
automotive original equipment manufacturer, including Ford,
DaimlerChrysler, GM, Honda, Toyota, Nissan, Fiat, Hyundai/Kia,
BMW, and Volkswagen Group. Products include body structures and
assemblies, lower vehicle frames and structures, chassis modules
and systems, and suspension components. The company is based in
Grand Rapids, Mich. Additional company information is available at
http://www.towerautomotive.com

As reported in Troubled Company Reporter's June 6, 2003 edition,
Standard & Poor's Ratings Services assigned its 'B' rating to new
$250 million senior notes due 2013 of R.J. Tower Corp., issued
under rule 144A with registration rights. At the same time
Standard & Poor's assigned its 'BB-' rating to the company's $240
million senior secured term loan. The debt issues will be
guaranteed by R.J. Tower's parent, Tower Automotive Inc. The 'BB-'
corporate credit rating on Tower was affirmed. The outlook is
stable.


UNITED AIRLINES: San Francisco Airport Wants Admin. Cost Payment
----------------------------------------------------------------
The City and County of San Francisco, acting through its Airport
Commission, ask Judge Wedoff for allowance and payment of
administrative expenses under its airport lease agreements with
United Airlines Corporation.

San Francisco owns and operates the San Francisco International
Airport.  San Francisco has provided United with facilities and
services that were necessary for operations and preservation of
the estates.  San Francisco and United are parties to several
prepetition leases, permits and agreements that, to date, have
not been either assumed or rejected.

United has not paid its obligations since the Petition Date.
United owes San Francisco $5,334,910 in stub rent.  Douglas W.
Jessop, Esq., argues that this amount should be paid immediately
and allowed as an administrative claim.  United's obligations
arise from provision of services including gate operations, gate
offices, ticket counters, ticket offices, baggage space, baggage
offices, baggage equipment, baggage operations, maintenance
services, security services, landing fees, concourse joint use
charges, gate fees and amortized tenant finish expenses. (United
Airlines Bankruptcy News, Issue No. 22; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


UPC POLSKA: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: UPC Polska, Inc.
        4643 Ulster Street
        Suite 1300
        Denver, Colorado 80237
        fka Polstar Holdings, Inc.
        fka @ Entertainment, Inc.

Bankruptcy Case No.: 03-14358

Type of Business: The Debtor, an affiliate of United Pan-Europe
                  Communications N.V., is a holding company which
                  owns various direct and indirect subsidiaries
                  which own and operate one of the largest cable
                  television systems in Poland.

Chapter 11 Petition Date: July 7, 2003

Court: Southern District of New York (Manhattan)

Judge: Burton R. Lifland

Debtors' Counsel: Ali M.M. Mojdehi, Esq.
                  Baker & McKenzie
                  101 West Broadway
                  Suite 1200
                  San Diego, CA 92101
                  (619) 236-1441
                  Fax : (619) 236-0429

                        -and-

                  Ira A. Reid, Esq.
                  Baker & McKenzie
                  805 Third Avenue
                  New York, NY 10022
                  Tel: 212-751-5700

Total Assets: $704,000,000 (as of March 31, 2003)

Total Debts: $940,000,000 (as of March 31, 2003)

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Deutsche Bank Trust Co.     Indenture Trustee     $148,900,000
Americas                   for 2008 Bonds
280 Park Avenue
9th Floor
New York, NY 10017
Ted Banica
Tel: 212-250-4753

Golden Tree Asset Mgt.      2008 and 2009 Bonds   $107,600,000
300 Park Avenue
25th Floor
New York, NY 10021
Steven Shapiro
Tel: 212-847-3511

Deutsche Bank Trust Co.     Intenture Trustee for  $89,600,000
Americas                   2009 Bonds
280 Park Avenue
9th Floor
New York, NY 10017
Ted Banica
Tel: 212-250-4753

SISU Capital Limited        2008 and 2009 Bonds    $78,100,000
c/o Anthony Princi, Esq.
Orrick Herrington & Sutcliffe
666 5th Ave.
New York, NY 10022-5303
Tel: 212-506-5155

MacKay Shields LLC          2008 Bonds             $50,700,000
9 West 57th Street
New York, NY 10019
Ben Renshaw
Tel: 215-230-3836

Deutsche Bank               2008 and 2009 Bonds    $39,200,000
Winchester House
1 Great Winchester Street
London EC2N 2DB,
Great Britain
Jaime Vieser
011 44 20 7547 3845

Morgan Stanley Investment   Series C Bonds         $36,001,000
Management
100 Front Street
Suite 1100
West Conshohocken, PA 19428
Chad Liu
Tel: 610-260-7373

Deutsche Bank Trust Co.     Indenture Trustee      $21,300,000
Americas                   for Series C Bonds
280 Park Avenue
9th Floor
New York, NY 10017
Ted Banica
Tel: 212-250-4753

Royal Bank of Scotland       2008 Bonds            $18,200,000
135 Bishop's Gate
London, EC2M 3UR
Salvatore Lentini

Strong High Yield Bond      2008 Bonds             $17,350,000
Fund
Strong Capital Mgt, Inc
100 Heritage Reserve
Menomonee Falls, WI 53051
Michael Schueller
Tel: 414-577-7261

Strong Corporate Bond       2009 Bonds              $6,700,000
Fund
Strong Capital Mgt, Inc
100 Heritage Reserve
Menomonee Falls, WI 53051
Michael J. Schueller
Tel: 414-577-7261

Reece Communications, Inc.  Promissory Note -       $6,300,000
1875 Quarry Road            Loan balance plus
Yardley, PA 19067
F. John Hagele, Esq.
Hoyle, Morris, & Kerr LLP
One Liberty Place, 49th Floor
Philadelphia, PA 19103-7397
Fax: 215-981-5959

Goldman Sachs Int'l         2008 Bonds              $4,900,000
Peterborough Court
133 Fleet Street
London EC4A 2BB,
Great Britain
Julian Salisbury
011 44 20 7774 8701

Goldman, Sachs & Co.        2008 Bonds              $4,900,000
85 Broad Street
29th Floor
New York, NY 10004
Kenneth Glassman
212-357-6088

Strong High Yield Bond      2009 Bonds              $4,700,000
Fund
Strong Capital Mgt, Inc
100 Heritage reserve
Menomonee Falls, WI 53051
Michael J. Schueller
Tel: 414-577-7261

Strong High Yield CBO II    2008 Bonds              $2,000,000
Strong Capital Management,
Inc
100 Heritage Reserve
Menomonee Falls, WI 53051
Michael J. Schueller
Tel: 414-577-7261

Strong Advisor Bond Fund    2009 Bonds              $1,450,000
Strong Capital Mgt, Inc
100 Heritage Reserve
Menomonee Falls, WI 53051
Michael J. Schueller
Tel: 414-577-7261

Strong Advisor Strategic    2008 Bonds                $700,000
Income Fund
Strong Capital Mgt, Inc
100 Heritage Reserve
Menomonee Falls, WI 53051
Michael J. Schueller
Tel: 414-577-7261

(A) Polska Programming      Contract                   Unknown
B.V.
Drentestraat 24
Amsterdam,
Netherlands 1083 HK

(A)HBO Communications (UK)  Contract                   Unknown
Ltd.
PO BOX 583
Maids Moreton, Buckingham
MK181TQ England


US AIRWAYS: June 2003 Revenue Passenger Miles Tumble 5.8%
---------------------------------------------------------
US Airways reported its June 2003 passenger traffic.

Revenue passenger miles for June 2003 decreased 5.8 percent on 7.3
percent less capacity compared to June 2002.  The passenger load
factor for the month was 78.6 percent, a 1.3 percentage point
increase compared to June 2002.

For the second quarter 2003, revenue passenger miles decreased
10.5 percent on 11.0 percent less capacity compared to the same
period in 2002. The company reported a 75.4 percent load factor
for the quarter, up 0.4 percentage points compared to the second
quarter of 2002.

Year-to-date 2003 revenue passenger miles decreased 12.2 percent
on 11.9 percent less capacity compared to the first half of 2002.
The passenger load factor for the period was 71.7 percent, a 0.2
percentage point decrease compared to the first six months of
2002.

"Although we are seeing a higher percentage of seats filled and
reported a record load factor for the month of June, passenger
yield shows no signs of improvement and business demand remains
flat," said B. Ben Baldanza, US Airways senior vice president of
marketing and planning.

The three wholly owned subsidiaries of US Airways Group, Inc. --
Allegheny Airlines, Inc., Piedmont Airlines, Inc., and PSA, Inc. -
- reported a 16.8 percent decrease in revenue passenger miles for
the month of June on 16.5 percent less capacity.  The passenger
load factor was 56.3 percent, a 0.2 percentage point decrease
compared to June 2002.

For the second quarter 2003, US Airways Express revenue passenger
miles decreased 20.9 percent on 18.9 percent less capacity.  The
load factor was 54.7 percent, a 1.4 percentage point decrease
compared to the second quarter of 2002.

Year-to-date 2003, Allegheny Airlines, Inc., Piedmont Airlines,
Inc., and PSA, Inc., reported a 16.4 percent decrease in revenue
passenger miles on 15.1 percent less capacity.  The passenger load
factor was 51.7 percent, a 0.8 percentage point decrease compared
to the first six months of 2002.

System mainline passenger unit revenue for June 2003 is expected
to be flat to down 1.0 percent compared to June 2002.

US Airways ended the month by completing 99.3 percent of its
scheduled flights.


USG CORP: Committee Wants Nod to Litigate Preferential Transfers
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of USG Corporation
and debtor-affiliates, seeks the Court's permission to file a
complaint against various defendants to avoid certain transfers
the Debtors made on account of antecedent debt within 90 days
before the Petition Date.  The Committee also asks the Court to
extend the time to serve summons and complaints to various
defendants until 90 days after the confirmation of a
reorganization plan.

Michael R. Lastowski, Esq., at Duane Morris LLP, in Wilmington,
Delaware, relates that the Debtors have conducted a review of
their books and records in their anticipation to commence
avoidance actions.  Details of that review were provided to the
Creditors' Committee in May 2003, and the Committee has been
reviewing that information since that time.  The Debtors, however,
did not provide an analysis of each individual payment made within
the preference period to determine whether potential defenses are
available to each defendant, including "ordinary course" and "new
value" defenses pursuant to Section 547(c) of the Bankruptcy Code.
In light of time and cost constraints inherent in a detailed
review of the Debtors' historical records, the Committee still has
to undertake a payment-by-payment analysis to evaluate possible
defenses.

By letter dated April 15, 2003, and in numerous subsequent
discussions, the Debtors advised the Creditors' Committee that --
based on their belief that they were solvent as of the Petition
Date -- they would not commence or prosecute any avoidance
actions.  In addition, the Debtors indicated that even if there
were an issue about their solvency, unsecured creditors
nevertheless would receive a high percentage distribution under
any reorganization plan.  But in the circumstances of these
cases, the Creditors' Committee believes that failure to pursue
any avoidance actions and to simply allow the two-year limitations
period in Section 546 to expire without taking any action is
unreasonable.  It is also premature to conclude that the Debtors
are solvent or that unsecured creditors will receive a high
distribution, the Committee maintains.  If the Debtors' beliefs
turn out wrong, the estates are left without potential preference
recoveries.

Accordingly, the Committee took the initiative to prosecute
avoidance action against over 200 defendants on the Debtors'
behalf.  To minimize administrative expenses to the Debtors'
estates, the Creditors' Committee commenced a single action
against the defendants.  However, the Committee recognizes that
when the claims are pursued, the claims against each defendant
should be litigated independently.

Mr. Lastowski notes that in In re Cybergenics the Court of Appeals
for the Third Circuit resolved the ambiguity that its panel
decision raised with respect to the authority by which a
creditors' committee could pursue avoidance claims on behalf of
the bankruptcy estates.  The recent Cybergenics decision made it
clear that Sections 1103(c)(5) and 1109(b) of the Bankruptcy Code
provide a qualified right to creditors' committees to commence
actions in the name of the debtor-in-possession, with the
bankruptcy court's approval.  According to the Appellate Court, a
creditors' committee may pursue avoidance actions for the estates
when "a debtor-in-possession unreasonably refuses to pursue an
avoidance claim."

Authorizing the Creditors' Committee to file the Complaint, Mr.
Lastowski points out, will benefit the estates because it
preserves more than $500,000,000 in gross payments received by
the defendants, which may be recoverable as potential preference.
However, Mr. Lastowski clarifies that the Committee does not
intend to prosecute the Complaint at this time -- indeed, the
Committee seeks more time to serve summons.  The Committee filed
the Complaint to preserve potential preference claims in the
event the Court determines that any of the Debtors were insolvent
on the Petition Date.  In this way, the bankruptcy estates would
not incur the expense of prosecuting preference claims that all
parties-in-interest may later conclude are not worth pursuing.

The Creditors' Committee assures the Court that there will be no
confusion from the filing of the Complaint because the Debtors
have advised all constituencies that they would not be pursuing
the claims.  The Creditors' Committee has also confirmed with the
two asbestos committees before filing the Complaint that neither
would be pursuing these preference claims. (USG Bankruptcy News,
Issue No. 49; Bankruptcy Creditors' Service, Inc., 609/392-0900)


WATERLINK INC: Appointing Delaware Claims as Noticing Agent
-----------------------------------------------------------
Waterlink, Inc., and its debtor-affiliates ask for permission from
the U.S. Bankruptcy Court for the District of Delaware to appoint
Delaware Claims Agency, LLC as Claims and Noticing Agent of the
Bankruptcy Court.

The Debtors report more than 350 creditors, potential creditors
and other parties in interest to whom certain notices, including
notice of the commencement of the Chapter 11 cases, and voting
documents, must be sent.  This load of creditors may post burden
to the Clerk's Office.  The Debtors submit that the most effective
and efficient manner by which to accomplish the process of
receiving, docketing, maintaining, photocopying and transmitting
proofs of claim in this case is for them to engage an independent
third party to act as an agent of the Court.

In its capacity, the Debtors expect Delaware Claims to:

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

          (i) notice of the commencement of the 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) notices of objections to claims;

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

          (v) notices as Debtors or the Court may deem necessary
              or appropriate for an orderly administration of
              the Chapter 11 cases.

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

          (i) a copy of the notice served,

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

        (iii) the date and manner of service;

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

     d. maintain an official claims register in this case by
        docketing all proofs of claim and proofs of interest in
        a claims database that includes the following
        information for each such claim or interest asserted:

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

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

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

         (iv) asserted amount and classification of the claim;

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

     f. transmit to the Clerk's Office a copy of the claims
        register as requested by the Clerk's Office;

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

     h. provide access to the public for examination of copies
        of the proofs of claim or proofs of interest filed in
        this case without charge during regular business hours;

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

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

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

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

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

Delaware Claims' professional hourly rates are:

          Senior Consultants            $130 per hour
          Technical Consultants         $115 per hour
          Associate Consultants         $100 per hour
          Processors and Coordinator    $50 per hour

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.


WEIRTON STEEL: Gets Approval to Hire FTI as Financial Advisor
-------------------------------------------------------------
Weirton Steel Corporation obtained permission from the Court to
employ FTI Consulting, Inc. as its financial advisor in this
Chapter 11 case in accordance with that certain Engagement
Contract dated as of April 8, 2003, by and between FTI and
Weirton.

FTI will provide financial advisory services as FTI and Weirton
deem appropriate and feasible in order to advise Weirton in the
course of this Chapter 11 case.  Specifically, FTI will:

     (a) evaluate major revenue assumptions and enhancement
         initiatives;

     (b) identify and analyze major cost improvement programs;

     (c) evaluate forecasted versus historical results;

     (d) assess forecasts of working capital and other balance
         sheet items;

     (e) assist in analyzing capital structure and strategic
         alternatives;

     (f) review and analyze short-term liquidity;

     (g) review bank covenants and assist with lender
         negotiations;

     (h) assist Weirton in the preparation of financial related
         disclosures required by the Court, including the
         Schedules of Assets and Liabilities, the Statement of
         Financial Affairs and Monthly Operating Reports;

     (i) assist in developing accounting and operating procedures
         to segregate prepetition and postpetition business
         transactions;

     (j) assist with the identification of executory contracts and
         leases and performance of cost/benefit evaluations with
         respect to the assumption or rejection of each;

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

     (l) attend meetings and provide support for other
         professional advisors in discussions with potential
         investors, banks and other secured lenders, any official
         committees appointed in this Chapter 11 case, the U.S.
         Trustee, other parties-in-interest and professionals
         hired by the same, as requested;

     (m) assist Weirton in responding to and tracking
         reclamation claims;

     (n) assist management and the claims agent in evaluating
         supporting documentation necessary to properly validate
         claims;

     (o) assist in the preparation of information and analysis
         necessary for the confirmation of a Plan of
         Reorganization in this Chapter 11 case;

     (p) assist in the evaluation and analysis of potential
         avoidance actions, including fraudulent conveyances and
         preferential transfers;

     (q) provide testimony on various matters, as requested;

     (r) provide other accounting and financial advisory and
         claims management services consistent with FTI's role in
         this matter as may be required or requested by Weirton or
         its counsel; and

     (s) render other general business consulting or other
         assistance as the Debtor's management or counsel may deem
         necessary that are not duplicative of services provided
         by other professionals in this proceeding.

FTI intends to apply to the Court for allowance of compensation
and reimbursement of expenses for financial advisory services in
accordance with the applicable laws.  The customary hourly rates
for the financial advisory services to be rendered by FTI are:

    Senior Managing Directors   $525 - 595
    Managing Directors           475 - 525
    Directors                    370 - 450
    Consultants                  290 - 345
    Associates                   185 - 265
    Administrative                85 - 120
(Weirton Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


WESTPOINT STEVENS: Committee Proposes Screening Wall Procedures
---------------------------------------------------------------
The Official Committee of Unsecured Creditors wants an order from
the Bankruptcy Court that allows its Institutional Members to
continue trading in WestPoint Stevens securities.  Specifically,
the Committee asks for an order determining that Committee
members, acting in any capacity who are engaged in the trading of
Securities for others or for their own accounts as a regular part
of their business, will not violate their fiduciary duties as
Committee members by trading in Debtors' Securities during the
pendency of Debtors' Chapter 11 cases, provided that any
Securities Trading Committee Member carrying out these trades
establishes, effectively implements and adheres to the information
blocking policies and procedures that are approved by the Office
of the United States Trustee.

Lawrence M. Handelsman, Esq., at Stroock Stroock & Lavan LLP, in
New York, explains that the term "Screening Wall" refers to a
procedure established by an institution to isolate its trading
activities from its activities as a member of an official
committee of unsecured creditors in a Chapter 11 case.  A
Screening Wall includes the employment of different personnel to
perform certain functions, physical separation of the office and
file space, procedures for locking committee related files,
separate telephone and facsimile lines for certain functions, and
special procedures for the delivery and posting of telephone
messages.  These procedures prevent the Securities Trading
Committee Member's trading personnel from use or misuse of non-
public information obtained by the Securities Trading Committee
Member's personnel engaged in Committee-related activities and
also precludes Committee Personnel from receiving inappropriate
information regarding the Securities Trading Committee Member's
trading in Securities in advance of these trades.

Although members of the Committee owe fiduciary duties to the
creditors of these estates, Mr. Handelsman maintains that the
Securities Trading Committee Members also may have fiduciary
duties to maximize returns to their respective clients through
trading securities.  Thus, if a Securities Trading Committee
Member is barred from trading the Debtors' Securities during the
pendency of these Bankruptcy Cases because of its duties to other
creditors, it may risk the loss of a beneficial investment
opportunity for itself and its clients and, moreover, may breach
the fiduciary duty to these clients.  Alternatively, if a
Securities Trading Committee Member resigns from the Committee,
its interests may be compromised by virtue of taking a less
active role in the reorganization process.  Securities Trading
Committee Members should not be forced to choose between serving
on the Committee and risking the loss of beneficial investment
opportunities or foregoing service on the Committee and possibly
compromising its responsibilities by taking a less active role in
the reorganization process.

As evidence of its implementation of the procedures,
Mr. Handelsman states that any Committee member that wishes to
trade in Debtors' Securities will file with the Bankruptcy Court a
Screening Wall Declaration by each individual performing
Committee related activities in these Chapter 11 cases.  That
declaration or affidavit will state that the individual will
comply with the terms and procedures consistent with those set
forth in this Motion or approved by the United State Trustee.
(WestPoint Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


WILLIAM LYON: Reports Improved Net New Home Orders for June Qtr.
----------------------------------------------------------------
William Lyon Homes (NYSE:WLS) announced preliminary net new home
orders and backlog information for the three months ended June 30,
2003 which were at the highest levels for any quarter in the
Company's history.

Net new home orders for the quarter ended June 30, 2003 were a
record 948, an increase of 23%, as compared to 768 for the quarter
ended June 30, 2002. Net new home orders for the month of June
2003 increased 43% over June 2002.

The Company's backlog of homes sold but not closed was a record
1,507 at June 30, 2003, an increase of 18%, as compared to 1,278
at June 30, 2002.

The Company's number of net new home orders per average sales
location increased to 24.3 for the three months ended June 30,
2003 as compared to 21.3 for the three months ended June 30, 2002.

The Company's cancellation rate for the three months ended June
30, 2003 was 16% as compared to 17% for the three months ended
June 30, 2002.

William Lyon Homes is primarily engaged in the design,
construction and sale of single family detached and attached homes
in California, Arizona and Nevada and at June 30, 2003 had 45
sales locations. The Company's corporate headquarters are located
in Newport Beach, California. For more information about the
Company and its new home developments, visit the Company's Web
site at http://www.lyonhomes.com

As reported in Troubled Company Reporter's March 5, 2003 edition,
Standard & Poor's Ratings Services assigned its preliminary 'B-'
rating to William Lyon Homes' new $200 million senior unsecured
note offering. Concurrently, the 'B' corporate credit and the
'CCC+' senior unsecured note ratings are affirmed. The ratings
outlook is stable.


WINDY MOUNTAIN: Commences Voluntary Bankruptcy Restructuring
------------------------------------------------------------
Windy Mountain Explorations Ltd., filed for voluntary bankruptcy
on July 3rd, 2003, as its creditors and investors, who have been
funding the company's losses and costs for a number of years, do
not want to continue. The company's deferred exploration costs
paid out to date are almost $3,000,000.00. The company's mining
rights, near MacLeod Lake - Eastman River, owned jointly with
another party, expire in February and September, 2004, unless
further exploration and development expenditures are made, which
is not possible without the creditors and investors continuing to
fund operations.

The Trustee responsible for the administration of the Bankruptcy
is Kenneth M. Tessis, CA.CIRP of Soberman LLP, Chartered
Accountants, who advises that the Trustee will be offering the
company's interest in the mining rights for sale shortly.


WINN-DIXIE: Appoints Rusty Findlay Director of Deli Operations
--------------------------------------------------------------
Winn-Dixie Stores, Inc. (NYSE: WIN) has appointed Rusty Findlay to
Director of Deli Operations.  Senior Vice President of Supply
Chain and Merchandising Dick Judd made the announcement.

Findlay brings a strong background in deli and bakery operations
and experience in the restaurant industry.  He most recently
served as Senior Vice President of Retail Food Service for ConAgra
Foods where he created and managed sales, products and programs
for supermarket chains and club stores, including signature deli
programs for Safeway and Albertson's.

Findlay attended Eastern Kentucky University and holds a degree in
Pastoral Theology from the Moody Bible Institute.

"Rusty's lifelong career in the food business as a chef and
restaurant owner, in addition to his years of experience in
supermarket deli operations, will be an invaluable asset to Winn-
Dixie," said Dick Judd, Senior Vice President of Supply Chain and
Merchandising.  "The new programs and fresh ideas Rusty brings
will create a world-class deli for our customers."

Winn-Dixie Stores, Inc. (NYSE: WIN) is one of the largest food
retailers in the nation and ranks 149 on the FORTUNE 500 (R) list.
Founded in 1925, the company is headquartered in Jacksonville, FL
and operates 1,075 stores in 12 states and the Bahamas.  Frank
Lazaran is President and Chief Executive Officer.  For more
information, visit http://www.winn-dixie.com

As reported in Troubled Company Reporter's June 18, 2003 edition,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Winn-Dixie Stores Inc. to 'BB+' from 'BBB-' and its bank
loan rating for the company to 'BBB-' from 'BBB'. The downgrade
was based on disappointing sales and cash flow, which is hindering
expected improvement in operating and credit measures. The 'BB+'
senior unsecured rating is affirmed. The outlook is negative.

The senior unsecured rating, now rated the same as the corporate
credit rating, was rated one notch below it to reflect a
substantial amount of secured bank borrowings. Since the bank term
loan is paid off and revolving credit borrowings are expected to
be minimal, Standard & Poor's no longer believes senior unsecured
debt is disadvantaged in the capital structure. The Jacksonville,
Florida-based company had $337 million in funded debt as of April
2, 2003.


WORLDCOM: Gray Panthers Calls $250-Mil. Offer "An Empty Promise"
----------------------------------------------------------------
Will Thomas, director of Gray Panthers' Corporate Accountability
Project, released the following statement:

"WorldCom's offer of $250 million in new stock for shareholders
victimized by the largest fraud in American history is another
example of the Ebbers/Capellas 'business as usual model'. Pump up
your stock value with empty promises, and use that inflated value
to buy things you can't afford. Those hurt most by WorldCom's
fraud -- whose pensions were hit, whose 401(k)'s were wiped out,
whose jobs are gone -- can't afford more empty promises from
WorldCom.

"The '$250 million' is an empty promise because:

"1. Capellas has not removed the culture of corruption from MCI
    and his word cannot be trusted. Just days after he proclaimed
    that the fraud was limited to a small group of people who had
    been dismissed, two high-ranking officials resigned after
    being exposed in investigative reports.

"2. MCI's stock value will be suspect if they seek to emerge from
    bankruptcy prior to completing their final financial audits as
    they have indicated.

"3. MCI's business plan to emerge from bankruptcy is unworkable
    and sets the stage for another round of bankruptcy and fraud.
    MCI says that it will grow twice as fast as the rest of the
    industry and spend half as much as their competitors on
    equipment. This merely sets the stage for employees and
    retirees to be shafted again."

               GRAY PANTHERS AND THE WORLDCOM ISSUE

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

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

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

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


WORLDCOM: Boycott Founder Says Offer is "Sick 4th of July Joke"
---------------------------------------------------------------
A new offer by MCI/WorldCom to give $250 million in its post-
bankruptcy stock to investors holding 2.96 billion shares of its
now nearly worthless shares is a "declaration of independence from
sanity" that should be rejected by the federal judge who is
reviewing the terms of the scandal-ridden company's settlement
with the Securities and Exchange Commission, according to Mitch
Marcus, a former WorldCom Account Manager and the founder of
BoycottMCI.com (formerly BoycottWorldCom.com).

Marcus said: "I can only imagine that this is someone at
WorldCom/MCI's idea of a sick 4th of July joke. This is no step
forward for ripped-off shareholders; it is a declaration of
independence from sanity. You have to keep in mind the enormous
scale of MCI's fraud: The piddling $250 million would only be
worth eight cents a share to current holders of the nearly 3
billion shares of the company's stock. What makes this so
outrageous is that the stock was trading at $65 a share before
MCI/WorldCom was forced to acknowledge what we now know to be more
than $11 billion in accounting fraud. An offer to give
shareholders less than one thin dime per share is not a good thing
-- it is a slap in the face.  This is next-generation funny money
-- it is not real."

Marcus noted that the original settlement of $500 million amounted
to only about one week of MCI/WorldCom revenue.  The new $250
million "sweetener", in new stock no less, would only amount to a
few extra days of company revenue, adding "insult to injury from
the original slap on the wrist that the SEC was willing to
accept," Marcus said.

He added: "The paltry amount being offered by WorldCom is an even
bigger insult when you consider that this company used its fraud
schemes to extract $300 million in extra tax breaks from the
federal government. So, they aren't even returning to Americans
what they have taken out of the Federal Treasury. My advice to
Americans is to let MCI/WorldCom know that this outrageous new
proposal fails the smell test. If you want to celebrate the 4th of
July this year, why not declare independence from a company that
would treat its customers in this manner. We urge all Americans to
boycott all MCI/WorldCom products and services. This is not a
company that deserves to have the patronage of Americans who
believe in this nation's core values of fair dealing and taking
responsibility for one's crimes."

Marcus also urged the federal judge now reviewing the SEC/WorldCom
settlement to reject it. Not only is the financial settlement
weak, but the investigation of the MCI/WorldCom scandal is not
complete. Marcus said: "I know from what I have been told directly
by the SEC that this investigation did not explore all leads and
avenues of possible fraud. The last thing we want to see happen is
for shareholders and taxpayers to be swindled a second time."
Marcus urged Judge Rakoff to reject the settlement and to press
the SEC to conduct a full investigation.

Since its founding in May 2002, the Web site now known as
http://www.BoycottMCI.comhas supported a variety of steps to
highlight problems at the former WorldCom. Marcus has called for
the debarment of the troubled telecommunications company from
future federal contracts. BoycottMCI.com also has opposed efforts
by the Securities and Exchange Commission (SEC) to let WorldCom
off the hook with no meaningful penalty. Earlier this year, Marcus
highlighted financial issues that were buried in reports issued by
the former WorldCom.

BoycottMCI.com was established in May 2002 to: dissuade consumers,
businesses, and governmental entities from purchasing
internet/data/telecom services and equipment from WorldCom, Inc.
or any of its owned companies or subsidiaries; encourage retail
and institutional investors to divest of all WorldCom/MCI equities
and initiate class action; and organize grassroots effort to
encourage Federal and State investigations into WorldCom's
business practices. BoycottMCI.com founder Mitch Marcus is a
former WorldCom account relations manager, who resigned his
position due to concerns about company operations.


WORLDCOM INC: Selling Pentagon City Property for $133 Million
-------------------------------------------------------------
Worldcom Inc., and its debtor-affiliates seek the Court's
authority to sell, free and clear of liens, claims and
encumbrances, an office complex known as "Pentagon City" and
related personal property pursuant to a Real Estate Purchase
Contract, dated as of May 14, 2003, subject to higher and better
offers.

According to Sharon Youdelman, Esq., at Weil Gotshal & Manges
LLP, in New York, MCI WorldCom Network Services Inc. currently
owns a two-building office complex located at 601 and 701 South
12th Street in Arlington, Virginia.  In the months prior to the
Petition Date, WorldCom reduced its workforce in the Washington,
D.C. area and began to consolidate its office space occupancy.
By early May 2002, WorldCom determined that the continued
ownership of Pentagon City was no longer necessary or desirable.
Thus, WorldCom marketed Pentagon City for sale to potential
purchasers.  After this marketing period, WorldCom evaluated the
offers submitted, selected a potential purchaser and thereafter
entered into a contract for the sale of Pentagon City.  Following
the Petition Date, the Debtors sought the Court's authority to
sell Pentagon City pursuant to the terms of the Original Sale
Contract, subject to higher and better offers.

Prior to the Court's consideration of the Original Sale Motion,
Ms. Youdelman relates that the Debtors became aware of a
solicitation for offers issued by the Transportation Security
Administration, a unit of the Department of Homeland Security of
the United States of America, seeking to lease 450,000 to 550,000
rentable square feet generally located in Washington D.C.,
Arlington, Virginia or Crystal City, Virginia.  After further
analysis of the potential tenancy of the TSA at Pentagon City,
WorldCom determined that the terms of the Original Sale Agreement
no longer provided appropriate value for Pentagon City.  The
Committee agreed with the Debtors' determination in that regard.

On October 31, 2002, Ms. Youdelman recounts that WorldCom
submitted an offer to the TSA for the lease of Pentagon City.
The Debtors then engaged in discussions with the TSA with respect
to the terms and conditions of the lease.  Although the Debtors
believe that the lease of their owned real property is, as a
general matter, within the ordinary course of their business and
does not, as a rule, require Court approval, out of an abundance
of caution and to apprise the Court and parties-in-interest of
the status of the Pentagon City property, as well as to provide
the Government with added comfort regarding the Debtors' ability
to move forward with the transaction, the Debtors sought the
Court's authority to consummate a lease transaction for Pentagon
City with the TSA if the Debtors were selected by the TSA as the
successful offeror, and to execute all documents and take all
action necessary or appropriate in furtherance thereof.  By Order
dated December 10, 2002, the Court authorized the Debtors to
enter into the proposed real property lease transaction.  Shortly
thereafter, the Debtors and the TSA entered into that certain
Lease for real property, TSA No. DTSA20-03-R-00528, dated
December 17, 2002, as amended by certain supplemental lease
agreements, with respect to the premises known as Pentagon City.

Following execution of the TSA Lease, Ms. Youdelman states that
WorldCom re-commenced the marketing process for the sale of
Pentagon City.  Over the next months, more than 100 parties
expressed interest in the property and WorldCom received bids
from 16 interested parties.  As the marketing period approached
its conclusion in early March 2003, WorldCom identified the six
most attractive offers from potential purchasers.  Following
discussions with each of the top bidders, WorldCom determined
that the offer from Jamestown TSA, L.P. represented the highest
and best offer for Pentagon City.  After several weeks of
negotiations, on May 14, 2003, the Debtors and Jamestown entered
into a contract for the sale of Pentagon City.

The Agreement provides for the sale of the Assets, including all
related legal rights.  The principal terms of the Agreement are:

    A. Purchase Price: The Purchaser will purchase the Assets for
       $133,400,000, subject to adjustments.

    B. Deposit: The Purchaser has provided a $7,000,000 deposit
       with the Escrow Agent to be applied toward the Purchase
       Price at Closing.

    C. Reimbursement and Additional Obligations: The Purchaser
       will reimburse the Debtors for actual payments made under
       the Construction Contracts with respect to certain facility
       improvements or requirements set forth under the TSA Lease,
       which will not exceed $26,798,860.  The Purchaser will pay
       the Debtors $2,135,417.91 as reimbursement for amounts due
       at Closing in connection with an agreement, dated
       October 8, 2002, between Spaulding and Slye, LLC and the
       Debtors.  In addition the Purchaser will assume all of the
       Debtors' obligations under the Construction Contracts.

    D. Closing Date: The closing will occur within 10 days after
       entry of the Sale Order.

    E. Assets To Be Sold: Real Property consisting of Pentagon
       City, including and in addition to:

         (i) the TSA Lease;

        (ii) the furniture, furnishings, fixtures, equipment,
             inventory and other tangible personal property
             located at Pentagon City and owned by Seller, subject
             to the rights of the tenants under the TSA Lease;

       (iii) all plans and specifications, engineering plans and
             studies, floor plans and landscape plans pertaining
             to the Real Property;

        (iv) all mineral, oil and gas rights, water rights, sewer
             right, and other associated utility rights;

         (v) all appurtenances, easements, licenses, privileges
             and other property interests belonging or
             appurtenant; and

        (vi) all right, title and interest in any roads, streets
             and ways serving Pentagon City.

    F. Contracts/Leases:

       a. At Closing, the Purchaser will assume all obligations of
          the Debtors, as landlord, under the TSA Lease.  After
          Closing, the Debtors will cooperate with the United
          States of America, on the TSA's behalf, and Purchaser
          to obtain the execution by the Government of a novation
          agreement by and among the Government, the Debtors and
          Purchaser regarding the TSA Lease.

       b. At Closing, the Debtors will assign or assume and
          assign, as applicable, the Debtors' interests in the
          Service Contracts and Construction Contracts to the
          Purchaser, to the extent assignable.  The Purchaser
          will assume all obligations under the Service Contracts
          and Construction Contracts assigned to Purchaser.

    G. Leases: The Purchaser and the Debtors will enter into an
       equipment site lease for 5,059 net rentable square feet on
       the second floor and certain other enclosed areas of the
       premises at 601 S. 12th Street with an annual rent totaling
       $75,885.

    H. Condition of Property: The Assets are being sold "as is"
       without any representations and warranties whatsoever other
       than as specified in the Agreement.

    I. Bankruptcy Court Approval: The Agreement and the
       transactions are subject to higher and better offers
       obtained pursuant to the Auction Procedures established in
       the Sale Procedures Order and entry of the Sale Order.  The
       Sale Procedures Order must be entered by the Court not
       later than July 28, 2003.  The Sale Order must be entered
       no later than August 27, 2003.  If the Debtors do not
       obtain the requisite orders prior to the stated deadlines,
       either the Debtors or the Purchaser may terminate the
       Agreement.

Ms. Youdelman insists that the Debtors' decision to sell the
Assets in accordance with the terms and conditions of the
Agreement is an exercise of the Debtors' sound business judgment.
The Debtors have determined, in connection with their asset
rationalization efforts, that the continued operation and
ownership of Pentagon City and related personal property is no
longer desirable.  The Debtors' employees previously situated at
Pentagon City have been relocated to other facilities.  By
selling the Assets, the Debtors will generate cash to devote to
their reorganization and the operation of their core
telecommunications businesses.  The Purchase Price provided under
the Agreement represents the highest and best offer received by
the Debtors during the period in which the Debtors marketed the
Assets for sale.  The Debtors believe that the Purchase Price
represents fair market value for the Assets and that the Agreement
is the culmination of good faith, arm's-length negotiations
between the Debtors and the Purchaser.  Therefore, the sale of the
Assets is well within the Debtors' sound business judgment and
should be approved.

The Debtors request that the Assets be sold, pursuant to Section
363(f) of the Bankruptcy Code, free and clear of liens, claims
and encumbrances, with any Liens, if any, to be transferred and
attached to the net proceeds obtained for the Assets with the
same validity, priority, force and effect these Liens had on the
Assets immediately prior to their sale, subject to further Court
order.  The Debtors' postpetition secured lenders have consented
to the proposed sale.  The Debtors are aware of three prepetition
mechanic's liens asserted against the Assets. (Worldcom Bankruptcy
News, Issue No. 31; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


W.R. GRACE: Court Approves DIP Financing as Modified and Amended
----------------------------------------------------------------
W.R. Grace & Co., and its debtor-affiliates sought and obtained
the Court's approval of the modifications and amendment to their
DIP Credit Agreement not previously included in their request
filed with the Bankruptcy Court and previously approved.

The Lenders joining in this amendment to the DIP Credit Agreement,
in addition to Bank of America as Agent and as a Lender, are:

    (1) Transamerica Business Capital Corporation
        Rye, New York;

    (2) GMAC Commercial Credit LLC
        New York, New York;

    (3) The CIT Group/Business Credit
        New York, New York;

    (4) PNC Bank, National Association
        East Brunswick, New Jersey;

    (5) Bank of Scotland
        Chicago, Illinois; and

    (6) AmSouth Capital Corporation
        New York, New York.

                  The Amended DIP Credit Agreement

The Debtors entered into a debtor-in-possession postpetition
loan and security agreement with Bank of America, N. A. in the
aggregate amount of $250,000,000.  The term of the DIP facility,
originally set to expire April 1, 2003, has been extended for up
to an additional three years through April 2006.  In addition,
the Debtors have agreed to modify certain other provisions of
the Credit Agreement, which were not previously included in the
Debtors' motion presented to the Court.

These include a renewed warranty as to each Borrower's:

        (i) state of organization, organizational identification
            number where one is issued by such Borrower's state
            of organization, chief executive office, the
            location of its books and records, the locations of
            its Collateral, and the locations of all of each
            Borrower's other places of business;

       (ii) condition of all Inventory as held only for sale or
            lease, and maintained fit for these purposes by
            keeping all of the Inventory in good and marketable
            condition;

      (iii) equipment, which must be maintained in a condition
            fit for use in the Borrower's business;

       (iv) equipment, which the Borrower agrees will not be
            permitted to become a fixture; and

        (v) intellectual property, which must be maintained
            current, failing which the Borrower must notify
            the Agent.

Furthermore, the Debtor Borrowers are prohibited from accepting
any goods that would otherwise constitute inventory on
consignment or approval, without the Lenders' written consent,
if the goods have a fair market value over $7,500,000 in the
aggregate at any one time.  Each Borrower is required to conduct
a physical inventory yearly. (W.R. Grace Bankruptcy News, Issue
No. 42; Bankruptcy Creditors' Service, Inc., 609/392-0900)


XM SATELLITE: Declares Regular Preferred Quarterly Dividend
-----------------------------------------------------------
XM Satellite Radio Holdings Inc. (Nasdaq: XMSR) has declared a
regular quarterly dividend on its 8.25% Series B Convertible
Redeemable Preferred Stock.

The dividend is payable in shares of the Company's Class A Common
Stock at a rate of $1.0313 per share of Series B Preferred Stock
owned, with fractional shares to be paid in cash.  The shares of
Class A Common Stock to be issued will be valued at 95% of the
average daily price of the Class A Common Stock for the 10
consecutive trading days ending on July 16, 2003.  The dividend is
payable on August 1, 2003, to Series B convertible preferred
stockholders of record of XM Satellite Radio Holdings Inc. as of
July 22, 2003.

XM is America's #1 satellite radio service.  With more than
690,000 subscribers today, XM is on pace to have more than one
million subscribers later this year.  Whether in the car, home,
office or on the go, XM's loyal listeners enjoy 101 digital
channels of choice: 70 music channels, more than 35 of them
commercial-free, from hip hop to opera, classical to country,
bluegrass to blues; and 31 channels of premiere sports, talk,
comedy, kid's and entertainment programming.  XM's strategic
partners are leaders in the automotive, retail, consumer
electronics and media industries. Currently available on 25 of
General Motors' 2003 models, XM will be featured on 44 of GMs most
popular models beginning later this year. Honda is making XM
available on the Honda Accord, Honda Pilot and Acura RL, Acura TL
and Acura MDX models.  In addition, Toyota, Isuzu, Infiniti,
Nissan, Audi and Volkswagen also will offer XM to their customers.
Consumers can also purchase XM's leading-edge car, home and
portable audio receivers, including the critically-acclaimed
Delphi XM SKYFi Radio, at Wal-Mart, Best Buy, Circuit City and
other major retailers nationwide.  XM's strategic investors
include General Motors, American Honda Motor Co. Inc., Clear
Channel Communications and DIRECTV.  For more information about
XM, visit http://www.xmradio.com

As reported in Troubled Company Reporter's February 3, 2003
edition, Standard & Poor's Ratings Services lowered its corporate
credit ratings on satellite radio provider XM Satellite Radio
Inc., and its parent company XM Satellite Radio Holdings Inc.
(which are analyzed on a consolidated basis) to 'SD' from 'CCC-'.

At the same time, Standard & Poor's lowered its rating on the
company's $325 million 14% senior secured notes due 2010 to 'D'
from 'CCC-'.

These actions follow XM's completion of its exchange offer on the
senior secured notes, at par, for new 14% senior secured notes due
2009.

All ratings were removed from CreditWatch with negative
implications where they were placed on Nov. 18, 2002.


XML GLOBAL: Inks Letter of Intent to Sell Assets to Xenos Group
---------------------------------------------------------------
Xenos Group Inc. (TSX: XNS), the data to e-content company(TM),
signed a non-binding letter of intent pursuant to which Xenos is
to acquire substantially all of the business assets of XML-Global
Technologies, Inc., a software developer and vendor of XML
middleware products based in Vancouver, Canada. Xenos will acquire
XML-Global's intellectual property, customer relationships and
will retain all employees.

The transaction is subject to execution of a definitive agreement
and all requisite regulatory and shareholder approvals. It is
anticipated that the transaction will close on or about
September 30, 2003. Further details will be made available upon
the execution of a definitive agreement.

Xenos -- http://www.xenos.com-- provides software and solutions
that enable organizations to transform, re-purpose and distribute
electronic content to support their e-business and print
strategies.

Xenos d2e Platform(TM) transforms and re-purposes legacy
printstreams into standard electronic formats (e-content)
supporting both e-business and print strategies for applications
such as electronic statement presentment, enterprise content
management/archiving, print automation and customer relationship
management.

Xenos d2e Vision(TM) is our next-generation transformation
software suite. Written in Java, d2e Vision supports Asian
languages that use double-byte character sets. It is designed to
be scalable and extensible for dynamic e-business solutions.

infoWEB(TM) software enables organizations to extract, publish and
disseminate critical business information throughout the
enterprise. Once processed by infoWEB, clients can access this
information using any standard Web Browser regardless of what
platform, application or format the information was generated
with.

Xenos partners with industry-leading software companies, such as
IBM, to provide end-to-end solutions to customers. Xenos products
are deployed at organizations worldwide, in industries including
Banking, Financial Services, Insurance, Telecommunications,
Utilities, Service Bureaus, Healthcare, Pharmaceuticals,
Manufacturing and Government. Xenos is headquartered in Toronto,
Canada, with offices in Dallas, Texas and the United Kingdom.
Xenos trades on The Toronto Stock Exchange under the trading
symbol "XNS", with approximately 8.8 million shares outstanding.

XML Global Technologies, Inc. -- http://www.xmlglobal.com-- is a
software developer and vendor of XML middleware solutions. Founded
in May 1999 as a Colorado Corporation, XML Global has offices in
Vancouver, Canada and Boise, Idaho. In November 2000, XML Global
was accepted by the OTCBB for trading on its exchange and
currently trades under the symbol XMLG. The company's GoXML(TM)
Transform product line provides an intuitive, modular solution for
integration of structured data.

As previously reported, XML Global's independent auditor's report
stated that XML's consolidated financial statements for the year
ending June 30, 2002 have been prepared assuming that the Company
will continue as a going concern. However, the Company has
incurred losses since inception and has an accumulated deficit.
These conditions raise substantial doubt about its ability to
continue as a going concern.

It has incurred costs to design, develop and implement search
engine and electronic commerce applications and to grow its
business. As a result, it has incurred operating losses and
negative cash flows from operations in each quarter since
commencing operations. As of September 30, 2002 the Company had an
accumulated deficit of $12,860,900.

At September 30, 2002 XML's cash funds are insufficient to fund
operations through the end of fiscal 2003 based on historical
operating performance. In order for the Company to maintain its
operations it will have to seek additional funding, generate
additional sales or reduce its operating expenses, or some
combination of these. At current and planned expenditure rates,
taking into consideration cash received from the first part of the
Paradigm financing, current reserves are sufficient to fund
operations only through December 2002.


XML GLOBAL: Brings-In Morgan & Company as New External Auditors
---------------------------------------------------------------
Effective June 27, 2003, XML-Global Technologies, Inc.'s Board of
Directors approved the appointment of Morgan & Company to serve as
the Company's independent accountant to audit the Company's
financial statements. The engagement of Morgan & Company was
effective on that same date.

On June 27, 2003, Moss Adams LLP declined to stand for re-election
as independent auditors of XML-Global Technologies, Inc. Each
audit report of Moss Adams LLP on the consolidated financial
statements of the Company as of and for the years ended June 30,
2002 and 2001 contained an emphasis paragraph as to the
uncertainty of  the Company's ability to remain a going concern.

XML Global Technologies, Inc. -- http://www.xmlglobal.com-- is a
software developer and vendor of XML middleware solutions. Founded
in May 1999 as a Colorado Corporation, XML Global has offices in
Vancouver, Canada and Boise, Idaho. In November 2000, XML Global
was accepted by the OTCBB for trading on its exchange and
currently trades under the symbol XMLG. The company's GoXML(TM)
Transform product line provides an intuitive, modular solution for
integration of structured data.

As previously reported, XML Global's independent auditor's report
stated that XML's consolidated financial statements for the year
ending June 30, 2002 have been prepared assuming that the Company
will continue as a going concern. However, the Company has
incurred losses since inception and has an accumulated deficit.
These conditions raise substantial doubt about its ability to
continue as a going concern.

It has incurred costs to design, develop and implement search
engine and electronic commerce applications and to grow its
business. As a result, it has incurred operating losses and
negative cash flows from operations in each quarter since
commencing operations. As of September 30, 2002 the Company had an
accumulated deficit of $12,860,900.

At September 30, 2002 XML's cash funds are insufficient to fund
operations through the end of fiscal 2003 based on historical
operating performance. In order for the Company to maintain its
operations it will have to seek additional funding, generate
additional sales or reduce its operating expenses, or some
combination of these. At current and planned expenditure rates,
taking into consideration cash received from the first part of the
Paradigm financing, current reserves are sufficient to fund
operations only through December 2002.


YOUTHSTREAM MEDIA: Hires Weinberg to Replace Ernst & Young LLP
--------------------------------------------------------------
Effective June 27, 2003, YouthStream Media Networks, Inc., a
Delaware corporation, terminated Ernst & Young LLP as its
independent accountant and is in the process of retaining Weinberg
& Company, P.A., as its new independent accountant. The
termination of EY and the retention of Weinberg were approved by
the Company's Board of Directors.

EY audited the Company's financial statements for the fiscal years
ended June 30, 2001 and 2002. The report for the fiscal year ended
June 30, 2002 contained a modification paragraph that expressed
substantial doubt about the Company's ability to continue as a
going concern.

YouthStream Media Networks, Inc., operates a retail business,
Beyond the Wallr (also known as Trent Graphics), which sells
decorative wall posters and related items through a chain of
retail stores and on-campus sales events. At March 31, 2003,
YouthStream Media Networks' balance sheet shows a working capital
deficit of about $1.5 million, and a total shareholders' equity
deficit of about $10 million.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Alliance Imaging        AIQ         (39)         683       43
Akamai Technologies     AKAM       (168)         230       60
Alaris Medical          AMI         (32)         586      173
Amazon.com              AMZN     (1,353)       1,990      550
Aphton Corp             APHT        (11)          16       (5)
Arbitron Inc.           ARB        (100)         156       (2)
Alliance Resource       ARLP        (46)         288      (16)
Atari Inc.              ATAR       (115)         242       52
Actuant Corp            ATU         (44)         295       18
Avon Products           AVP         (91)       3,327       73
Saul Centers Inc.       BFS         (13)         389      N.A.
Caraco Pharm Lab        CARA        (20)          20       (2)
Cincinnati Bell         CBB      (2,104)       1,467     (327)
Cubist Pharmaceuticals  CBST         (7)         221      131
Choice Hotels           CHH        (114)         314      (37)
Columbia Laboratories   COB          (8)          13        5
Campbell Soup Co.       CPB        (114)       5,721   (1,479)
Centennial Comm         CYCL       (470)       1,607      (95)
Echostar Comm           DISH     (1,206)       6,260    1,674
D&B Corp                DNB         (19)       1,528     (104)
W.R. Grace & Co.        GRA        (222)       2,688      587
Graftech International  GTI        (351)         859      108
Hollywood Casino        HWD         (92)         553       89
Hexcel Corp             HXL        (127)         708     (531)
Imax Corporation        IMAX       (104)         243       31
Imclone Systems         IMCL       (186)         484      139
Gartner Inc.            IT          (29)         827        1
Jostens                 JOSEA      (512)         327      (71)
Journal Register        JRC          (4)         702      (20)
KCS Energy              KCS         (30)         268      (16)
Kos Pharmaceuticals     KOSP        (75)          69      (55)
Level 3 Comm Inc.       LVLT       (240)       8,963      581
Memberworks Inc.        MBRS        (21)         281     (100)
Moody's Corp.           MCO        (327)         631     (190)
McDermott International MDR        (417)       1,278      154
McMoRan Exploration     MMR         (31)          72        5
Maguire Properti        MPG        (159)         622      N.A.
MicroStrategy           MSTR        (34)          80        7
Northwest Airlines      NWAC     (1,483)      13,289     (762)
Petco Animal            PETC        (11)         555      113
Primedia Inc.           PRM        (559)       1,835     (248)
Primus Telecomm         PRTL       (168)         724       65
Per-Se Tech Inc.        PSTI        (39)         209       32
Qwest Communications    Q        (1,094)      31,228   (1,167)
Rite Aid Corp           RAD         (93)       6,133    1,676
Revlon Inc              REV      (1,640)         939      (44)
Ribapharm Inc           RNA        (363)         199       92
Sepracor Inc            SEPR       (392)         727      413
St. John Knits Int'l    SJKI        (76)         236       86
I-Stat Corporation      STAT          0           64       33
Town and Country Trust  TCT          (2)         504      N.A.
Tenneco Automotive      TEN         (75)       2,504      (50)
TiVo Inc.               TIVO        (25)          82        1
Triton PCS Holdings     TPC         (36)       1,617      172
UnitedGlobalCom         UCOMA    (3,040)       5,931   (6,287)
United Defense I        UDI         (30)       1,454      (27)
UST Inc.                UST         (47)       2,765      829
Valassis Comm.          VCI         (33)         386       80
Ventas Inc.             VTR         (54)         895      N.A.
Warnaco Group           WRNC     (1,856)         948      471
Western Wireless        WWCA       (464)       2,399     (120)
Xoma Ltd.               XOMA        (11)          72       30

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Bond pricing, appearing in each Thursday's edition of the TCR, is
provided by DebtTraders in New York. DebtTraders is a specialist
in global high yield securities, providing clients unparalleled
services in the identification, assessment, and sourcing of
attractive high yield debt investments. For more information on
institutional services, contact Scott Johnson at 1-212-247-5300.
To view our research and find out about private client accounts,
contact Peter Fitzpatrick at 1-212-247-3800. Real-time pricing
available at http://www.debttraders.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard
Group, Inc., Washington, DC USA. Yvonne L. Metzler, Bernadette C.
de Roda, Donnabel C. Salcedo, Ronald P. Villavelez and Peter A.
Chapman, Editors.

Copyright 2003.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                *** End of Transmission ***