TCR_Public/030710.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, July 10, 2003, Vol. 7, No. 135

                          Headlines

ABLE MANUFACTURING: Sells Certain Assets to NCI Building for $3M
ACTERNA CORP: Court Moves General Claims Bar Date to July 31
AIR CANADA: NAV CANADA Wants to Accelerate Invoice Payments
AK STEEL: Will Host Q2 2003 Earnings Conference Call on July 18
AMERCO: Secures Court Injunction against Utility Companies

AMERICANA PUBLISHING: Will Sell Unit through Chapter 7 Filing
AMERICANA PUBLISHING: Selling Notes & Warrants to Investor Group
ARVINMERITOR: S&P Keeps Watch After $4.4 Bil. Dana Takeover Bid
ARVINMERITOR: Fitch Cuts & Places Low-B Ratings on Watch Neg.
BOYD GAMING: Hosting Q2 2003 Earnings Conference Call on July 30

CABLE DESIGN: Closes $110 Million Conv. Sub. Debenture Offering
CHAMPION ENTERPRISES: S&P Puts B+ Credit Rating on Watch Neg.
CINTECH SOLUTIONS: Introduces New CINPHONY Email Application
COLUMBUS MCKINNON: Look for Fiscal 2004 Q1 Results by July 22
COLUMBUS MCKINNON: S&P Assigns B- Rating to $100M Sr. Sec. Notes

CNE GROUP INC: Shoos-Away Eisner LLP as Independent Accountants
CONSOLIDATED FREIGHTWAYS: Selling Mansfield Facility via Auction
CONSOLIDATED FREIGHTWAYS: Puts Rutland Facility on Auction Block
CONSOLIDATED FREIGHTWAYS: Auctioning-Off Topeka Prop. On July 17
CONSOLIDATED FREIGHTWAYS: Selling Carlisle Facility via Auction

CONSOLIDATED FREIGHTWAYS: Selling Michigan Properties on July 17
CONSOLIDATED FREIGHTWAYS: Selling Lincoln Distribution Facility
CONSOLIDATED FREIGHTWAYS: Puts Fairbanks Prop. on Auction Block
CONSOLIDATED FREIGHTWAYS: Selling Iowa Distribution Facilities
CONSOLIDATED FREIGHTWAYS: Wisconsin Facility Up on Auction Block

CONSOLIDATED FREIGHTWAYS: Selling Virginia Facilities on July 17
CONSOLIDATED FREIGHTWAYS: Selling Providence Prop. via Auction
CONSOLIDATED FREIGHTWAYS: Auctioning Off Reno Distribution Prop.
CORTELCO SYSTEMS: Hires Horwath Velez & Co. to Replace Deloitte
CROWN CASTLE: Will Publish Second-Quarter Results on July 31

CYTO PULSE: Gets Nod for Second Cash Collateral Use Extension
DEAN FOODS: Fitch Affirms Low-B Credit Facility & Senior Notes
DELTA AIR LINES: S&P Affirms BB- Corporate Credit Rating
DIRECTV LATIN AMERICA: Court Resets Claims Bar Date to Sept. 2
ENRON CORP: Pushing for Approval of Five Settlement Agreements

ENVOY COMMS: Sets Special Shareholders' Meeting for August 14
EXIDE: Court Clears Skadden Arps' Engagement as Special Counsel
FLEMING COMPANIES: Inks Definitive Asset Purchase Pact with C&S
FLEMING COMPANIES: Lease Decision Period Extended Until Sept. 30
FOCAL COMMS: Emerges from Chapter 11 Reorganization Proceedings

FOSTER WHEELER: S&P Sees Diminishing Liquidity & Junks Rating
FOSTER WHEELER: Says S&P's Rating Won't Trigger Loan Defaults
GENTEK: Wins Blessing to Pay Exit Financing Due Diligence Fees
HORNBECK OFFSHORE: Ratings Affirmed Following Asset Acquisition
ICIFC: Fitch Drops Series 1997-2 Class B5 Rating Down to D

IMPERIAL PLASTECH: A.G. Petzetakis Acquires Debt from Laurentian
ISTAR FINANCIAL: Commences 7-7/8% Preferred Share Offering
KAISER ALUMINUM: Sues Pechiney World Citing Breach of Contract
KMART CORP: Seeks Entry of Final Decree Closing 16 Unit's Cases
LEVEL 3 COMMS: Completes 2.875% Convertible Senior Note Offering

LEVI STRAUSS: Fitch Cuts Unsec. Debt & Facility Ratings to BB-/B
LTV CORP: Brings-In Professional Solutions as Tax Accountants
MAGELLAN HEALTH: Court Clears Proposed Info Blocking Procedures
MEGO FINANCIAL: Files for Chapter 11 Reorganization in Nevada
MEGO FINANCIAL: Case Summary & Largest Unsecured Creditors

MERRILL LYNCH: Fitch Affirms Class B-4 Notes' Rating at BB
MOSAIC GROUP: JLL Completes Purchase of Sales Solutions Assets
NATIONAL CENTURY: Gibbs & Bruns' Engagement Drawing Fire
NEXIA HOLDINGS: Sells Wichita Unit to Diversified Financial
NEXIA HOLDINGS: Diversified Financial Confirms Asset Acquisition

OM GROUP: Will Publish Second-Quarter 2003 Results on July 29
ONLINE GAMING: Board Approves Plan to Retire $3 Million of Debts
OWOSSO CORP: Commences Trading on OTCBB Effective July 9, 2003
PEGASUS: Fitch Takes Rating Actions on 1999-1 & 2001-1 Notes
PEREGRINE SYSTEMS: SEC Drops Request for Financial Penalties

PG&E ENERGY: Trading Units' 30-Largest Unsecured Creditors
PG&E NATIONAL ENERGY: PG&E Corp. Unfazed by Chapter 11 Filing
PG&E NAT'L ENERGY: S&P Drops Credit Rating to D over Bankruptcy
PHASE2MEDIA: Delaware Court Confirms Chapter 11 Reorg. Plan
POLAROID CORP: Wants More Time to Move Actions to Delaware Court

PRIME RETAIL: Enters Pact to Sell Assets to Lightstone Group
PSC INC: Successfully Emerges from Chapter 11 Proceeding
RATEXCHANGE CORP: Completes Exchange Offer for Convertible Notes
SAMUELS JEWELERS: Inks Release with Promissory Note Claimants
SEITEL INC: Reaches Fin'l Restructuring Pact with Ranch Capital

SHC INC: Wants to Honor & Pay $3 Mil. Critical Vendors Claims
SUN HEALTHCARE: Wants Additional Time to Challenge Claims
TANDYCRAFTS: Court Confirms Amended Liquidating Chapter 11 Plan
THINKPATH INC: Sells IT Staffing Division to Treklogic Inc.
TRANSDIGM: Receives Consents in Tender Offer for 10.375% Notes

UNITED AIRLINES: U.S. Bank Seeks Stay Relief to Control Funds
US MINERAL: Gets Court OK to Retain Ernst & Young as Accountants
USG CORP: Futures Rep. Wants to Modify CIBC's Engagement Terms
VIALINK CO.: Issues $800K of Promissory Notes to Shareholders
WEIRTON STEEL: Gets Blessing to Hire Ketchum as PR Consultants

WESTLAKE CHEMICAL: S&P Assigns BB- Corporate Credit Rating
WESTPOINT STEVENS: Wants to Pay Prepetition Sales & Use Taxes
WILLCOX & GIBBS: Ch. 7 Trustee Turns to Mainstream for Advice
WORLDCOM INC: Asks Court to Approve $2.6M Jamestown Break-Up Fee

* DebtTraders' Real-Time Bond Pricing

                          *********

ABLE MANUFACTURING: Sells Certain Assets to NCI Building for $3M
----------------------------------------------------------------
NCI Building Systems, Inc. (NYSE: NCS), has acquired certain
operating assets, including inventory, and the name of Able
Manufacturing and Wholesale Garage Door Company in a cash
transaction of approximately $3.3 million.

Able manufactures and distributes a complete line of metal
sectional doors for both the commercial and residential markets.
Able manufactures its products in its Houston, Texas facility and
distributes them through five distribution centers: two in the
Dallas, Texas area; Atlanta, Georgia; Oklahoma City, Oklahoma; and
Ontario, California. Able had been operating under Chapter 11 of
the United States Bankruptcy Code since its voluntary bankruptcy
filing in May 2003. Prior to that filing, Able generated annual
sales of approximately $18 million. NCI plans to shorten the
acquired name to Able Door Manufacturing.

"We are pleased to announce this acquisition, which will
complement and enhance NCI's position as one of the country's
leading suppliers of metal doors," stated Johnie Schulte,
President of NCI. "For the commercial market, this transaction
expands our existing product line of commercial metal roll-up
doors used by the building industry. Able's line of residential
garage doors provides NCI with an additional product offering both
to the residential construction market and our new retail factory
direct stores. Able's metal sectional doors are manufactured using
roll-forming technologies similar to those used in manufacturing
NCI's existing products. We expect to market both commercial roll-
up and sectional doors through both our existing and the acquired
distribution networks.

"This acquisition, which we expect will be accretive to our 2003
financial results, also reflects our continuing ability in a
difficult economy to identify and act on strategic growth
opportunities. We have great confidence in the long-term growth
potential of both the construction industry and for the increasing
use of metal within the construction industry. Therefore, we will
continue to evaluate potential acquisition transactions that, like
Able, not only provide immediate benefits, but that also position
us for more substantial growth as the national economy and the
construction industry improve."

NCI Building Systems, Inc. is one of North America's largest
integrated manufacturers of metal products for the nonresidential
building industry. The Company operates manufacturing and
distribution facilities located in 16 states and Mexico.


ACTERNA CORP: Court Moves General Claims Bar Date to July 31
------------------------------------------------------------
U.S. Bankruptcy Court Judge Lifland moved the deadline for
creditors to file their proofs of claim against the bankruptcy
estate of Acterna Corporation and its debtor-affiliates to July
31, 2003 -- giving creditors a couple of extra days.

Original Proofs of Claim must be sent by overnight delivery or
hand delivery to:

                United States Bankruptcy Court,
                Southern District of New York,
                One Bowling Green, Room 534,
                New York, NY 10004-1408

Those sent by mail must be addressed to:

                United States Bankruptcy Court,
                Southern District of New York,
                Bowling Green Station,
                New York, NY 10004

Proofs of Claim sent by facsimile will not be accepted. Each Proof
of Claim to be filed must be:

    * written in the English language;

    * be denominated in lawful currency of the United States as of
      the Petition Date;

    * conform substantially with the Proof of Claim provided; and

    * indicate the particular Debtor against whom the claim is
      being filed. (Acterna Bankruptcy News, Issue No. 5;
      Bankruptcy Creditors' Service, Inc., 609/392-0900)


AIR CANADA: NAV CANADA Wants to Accelerate Invoice Payments
-----------------------------------------------------------
NAV CANADA wants Air Canada to pay all postpetition charges for
civil air navigation services within two business days after
receiving the weekly invoices.  To the extent not paid, NAV CANADA
seeks the Court's authority to withhold the civil air navigation
services in relation to the Applicants.

NAV CANADA is a non-stock, non-profit capital corporation with a
statutory mandate to provide civil air navigation services in the
Canadian airspace.  In accordance with the Civil Air Navigation
Services Commercialization Act, S.C. 1996, Chapter 20, as amended,
NAV CANADA sets and levies charges for navigation services on a
cost recovery basis.

Clifton P. Prophet, Esq., at Gowling Lafleur Henderson LLP, in
Toronto, Ontario, tells Mr. Justice Farley that the collection
and recovery of charges for the navigation services is critical
to NAV CANADA's financial stability and to maintain the integrity
of the Canadian civil air navigation system.  Mr. Prophet reports
that, as of the Petition Date, Applicants Air Canada, Zip Air
Inc. and Jazz Air Inc. owed NAV CANADA an aggregate $43,000,000
for civil air navigation services.  They continue to use NAV
CANADA's services and incur charges at $4,000,000 per week.

To prevent increased credit exposure to the Applicants and
potential further losses with respect to the navigation service
charges, NAV CANADA requires the immediate payment of its weekly
invoices upon receipt by the Applicants.  NAV CANADA has placed
the Applicants on a weekly billing cycle on March 31, 2003 in
accordance with its charging terms.  To date, the Applicants have
not paid any outstanding obligations to NAV CANADA.

                      Parties Stipulate

To address NAV CANADA's concerns and to avoid further litigation,
the Applicants agree that NAV CANADA will issue invoices for the
civil air navigation services every Monday on an interim basis.
The invoices will cover the charges for the prior week.  The
Applicants will pay the invoiced amounts by Friday of the same
week without any provision for deposit or any other security. (Air
Canada Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


AK STEEL: Will Host Q2 2003 Earnings Conference Call on July 18
---------------------------------------------------------------
In conjunction with its second quarter earnings release, AK Steel
(NYSE: AKS) will provide live listening access on the Internet to
its analyst conference call to be held at 11:00 a.m. Eastern Time
on Friday, July 18, 2003.

    What:   AK Steel Second Quarter 2003 Earnings Conference Call
            Webcast
    When:   11:00 a.m. Eastern Time, Friday, July 18, 2003.
    Where:  Log on to http://www.aksteel.com
    How:    Select "AK Steel Second Quarter, 2003 Earnings
            Conference Call" button on the homepage.

The call will be archived on the company's Web site until July 25,
2003 and will be accessible from the company's home page. This
webcast is copyrighted by AK Steel.  All rights reserved.  Any
form of copying, rebroadcast, webcast or other distribution
without express written permission is prohibited.

AK Steel (S&P/BB- Corporate Credit Rating) produces flat-rolled
carbon, stainless and electrical steel products for automotive,
appliance, construction and manufacturing markets, as well as
tubular steel products.  In addition, the company produces snow
and ice control products and operates an industrial park on the
Houston, Texas ship channel.  Additional information about AK
Steel is located on the company's Web site at
http://www.aksteel.com


AMERCO: Secures Court Injunction against Utility Companies
----------------------------------------------------------
Pursuant to Section 366 of the Bankruptcy Code, AMERCO sought and
obtained a Court order:

    (a) prohibiting these utilities from altering, refusing, or
        discontinuing services on account of prepetition invoices:

        -- SBC/Nevada Bell,
        -- AT&T,
        -- AT&T Wireless,
        -- Great Basin Internet Service; and

    (b) establishing procedures for determining requests for
        additional adequate assurance of payment.

Any Utility seeking adequate assurance of payment from AMERCO in
the form of a deposit or other security are required to make a
Request in writing, setting forth the location for which utility
services are provided, so that the Request is actually received
by AMERCO by July 10, 2003.  The Request should set forth a
payment history for the most recent six months and a description
of any prior material payment delinquency or irregularity.

Moreover, Mr. Zive rules that AMERCO is required to file a motion
for determination of adequate assurance of payment if a Utility
timely and properly issues a Request to AMERCO, which it believes
is unreasonable.  Until a Determination Hearing is conducted and
decided on, the Utilities will be deemed to have adequate
assurance of payment.

Bruce T. Beesley, Esq., at Beesley, Peck & Matteoni, Ltd., in
Reno, Nevada, relates that continued and uninterrupted utility
service is essential to AMERCO's ability to sustain its business
operations during this Chapter 11 case.  Any interruption of
utility service would severely disrupt AMERCO's business
operations, its restructuring efforts and jeopardize its ability
to preserve the value of the estate.

According to Mr. Beesley, AMERCO heavily relies on advanced
technology to oversee its business and manage its property.
Therefore, continued and uninterrupted electrical service is
critical.  AMERCO is similarly dependent on the continuation of
other utility service like the telephone, water and gas.

Mr. Beesley reports that prepetition, AMERCO regularly made
prompt and complete payments to Utilities, and any amounts owing
to them on account of prepetition services result from the fact
that the Petition Date occurred during the middle of the
Utilities' billing cycle.  Mr. Beesley assures the Court that the
owed amounts are insignificant.

Thus, AMERCO believes that the administrative expense priority
provided by Sections 503(b) and 507(a)(1) of the Bankruptcy Code
and its excellent payment history with the Utilities adequately
assure its payment to the Utilities for postpetition services
without the need for deposits or other security.  AMERCO has and
will continue to have sufficient funds to make timely payments to
the Utilities for all postpetition utility service.

Furthermore, AMERCO believes that any Utilities seeking a
security deposit would be doing so as an automatic reaction to a
filing for relief under the Bankruptcy Code and not based on the
facts of this case or AMERCO's creditworthiness.

AMERCO will serve a copy of the order to each of the Utilities to
notify them of their rights.  Any Utility not identified in this
motion but subsequently identified will be served a copy of the
order and be afforded 20 days from the date of service to make
any request to AMERCO for adequate assurance payment.
Contemporaneously, AMERCO will file with the Court a supplement
to the Order adding the Utilities so service.

Mr. Beesley asserts that this procedure will avoid the need for
AMERCO to make continual requests to modify or amend the Order,
yet still afford the subsequently identified Utilities the same
relief granted in the Order. (AMERCO Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


AMERICANA PUBLISHING: Will Sell Unit through Chapter 7 Filing
-------------------------------------------------------------
Americana Publishing, Inc. (OTC Bulletin Board: APBH) said it is
on track for a third consecutive quarter of operating profits. The
Company said revenues in its core business, audio and print book
publishing, were up nearly 400 percent in the first quarter ended
March 31, 2003 compared to the same period in 2002. While the
Company did report a loss due to non-cash expenses, stock options,
etc., it had an operating pro-forma profit in its core business
for the second consecutive quarter.

Currently, the truck-stop market accounts for nearly 80 per cent
of the Company's sales. However, they have established agreements
with such major national retailers such as Barnes and Noble,
Ingram Book Company and Amazon.com to name a few.

"In an attempt to further vertically integrate our Company, we had
acquired a Tennessee-based tape and CD duplication firm," said
George Lovato, Jr., Americana Publishing, Inc. chairman and chief
executive officer. "Unfortunately, the assets were grossly
misrepresented and our efforts to resuscitate the company through
significant cash infusions were not successful. We intend to
dispose of the company through a chapter 7 filing and more than
$2-and-a-half million in unsecured debt will be removed from our
balance sheet."

Americana Publishing, Inc. is a leading publisher in the nearly $2
billion audio books industry. The Company currently has
approximately 350 audio book titles, and should have well over 400
by year-end, which it sells through the Internet, nearly 30,000
retail stores, approximately 5,000 libraries as well as major
truck stop distributors. The Company also has a growing print book
division and will soon launch a film production and distribution
division, Americana Entertainment, Ltd.

On Monday, the Company announced an investment group, led by
Florida-based Advantage Fund I, LLC, had arranged the acquisition
of all of the Company's outstanding convertible notes and related
A & B warrants. As a result of this transaction, the Company
withdrew an SB-2 filing that would have had a tremendously
dilutive impact on its common stock.

"We are working with the investment group on a new capitalization
structure and subsequent financing," said Lovato. "We anticipate
to have something in place within the next 12 months that calls
for the restructuring of our notes as well as canceling the
majority of our outstanding warrants."

"The investment group, lead by the Advantage Fund I, LLC, is
extremely confident in our business model and our senior
management," Lovato added. "They have indicated their willingness
to work closely with our Company to develop a capitalization
structure and future financings that are in the best interests of
our shareholders and that omit the "toxic" features of the current
securities."

Americana Publishing, Inc. is a vertically integrated multimedia
publishing company whose primary business is publishing and
selling audio books, print books and electronic books in a variety
of genres. Sales of its products are conducted through the
Internet as well as a distribution network of more than 35,000,
retail stores, libraries and truck stops. According to the Audio
Publishers Association, annual sales of audio books are nearly $2
billion. Currently 42 million Americans listen to audio books and
58 percent of that group listen to more than 2 per month. The
median income of listeners is $54,900 while the median age of male
listeners is 41.9 and female listeners is 44.2 years.


AMERICANA PUBLISHING: Selling Notes & Warrants to Investor Group
----------------------------------------------------------------
Americana Publishing, Inc. (OTC Bulletin Board: APBH) announced an
investment group, led by Florida-based Advantage Fund I, LLC, has
arranged the acquisition of all of the Company's outstanding
convertible notes and related A & B warrants. As a result of this
transaction, the Company is withdrawing an SB-2 filing that would
have had a tremendously dilutive impact on its common stock.

"This transaction and the resulting withdrawal of our SB-2 filing
will eliminate the negative pallor that has hung over our
Company's stock," said George Lovato, Jr., Americana Publishing,
Inc. chairman and chief executive officer. "We also believe this
sends a strong message to the market, specifically that since the
Company is growing and showing an operating profit, we are taking
necessary steps to see this growth reflected in our share price.

Lovato also said the Company will work with the investment group
on a new capitalization structure and subsequent financing and
anticipates having that in place within the next 12 months. The
plan calls for restructuring the notes and canceling the majority
of the outstanding warrants.

"The investment group, lead by the Advantage Fund I, LLC, is
extremely confident in our business model and our senior
management," Lovato added. "They have indicated their willingness
to work closely with our Company to develop a capitalization
structure and future financings that are in the best interests of
our shareholders and that omit the "toxic" features of the current
securities."

Americana Publishing, Inc. is a leading publisher in the nearly $2
billion audio books industry. The Company currently has
relationships with some 17,000 publishers and has approximately
350 audio book titles, which it sells through the Internet, nearly
30,000 retail stores, approximately 5,000 libraries as well as
major truck stop distributors. The Company also has a growing
print book division and will soon launch a film production and
distribution division, Americana Entertainment, Ltd.

Americana Publishing, Inc. is a vertically integrated multimedia
publishing company whose primary business is publishing and
selling audio books, print books and electronic books in a variety
of genres. Sales of its products are conducted through the
Internet as well as a distribution network of more than 35,000,
retail stores, libraries and truck stops. According to the Audio
Publishers Association, annual sales of audio books are nearly $2
billion. Currently 42 million Americans listen to audio books and
58 percent of that group listen to more than 2 per month. The
median income of listeners is $54,900 while the median age of male
listeners is 41.9 and female listeners is 44.2 years.

The Advantage Fund I, LLC is a Miami-based investment fund that
invests in small and mid-size public companies either through debt
or equity. The fund and its related investment banking group seek
to work with companies whose business plans and management have
the potential to achieve long-term growth and profitability. The
Fund also purchases outstanding securities to help in the
restructure of its client's capitalization structures.


ARVINMERITOR: S&P Keeps Watch After $4.4 Bil. Dana Takeover Bid
---------------------------------------------------------------
Standard & Poor's Ratings Service placed its 'BB+' corporate
credit and senior unsecured debt ratings on ArvinMeritor Inc. on
CreditWatch with negative implications. In addition, Standard &
Poor's placed its 'BB' corporate credit and senior unsecured debt
ratings on Dana Corp., on CreditWatch with negative implications.

The CreditWatch listing follows the announcement that ArvinMeritor
has begun an unsolicited cash offer, having a $4.4 billion
enterprise value, to acquire all outstanding common shares of
Dana. It also reflects the potential for lower ratings, given the
significantly increased pro forma leverage to complete the
acquisition of Dana and ArvinMeritor's ability to generate
financial measures appropriate for the current ratings.

Troy, Michigan-based ArvinMeritor and Toledo, Ohio-based Dana are
both global suppliers of systems, modules, and components to the
light- and heavy-duty motor vehicle industry. Revenues for
ArvinMeritor and Dana were about $7.3 billion and $9.5 billion,
respectively, for the 12 months ended March 31, 2003.

"The acquisition could produce a somewhat stronger business
position for the larger ArvinMeritor in the highly competitive
auto supplier industry, given the complementary nature of the
products manufactured by the two companies," said Standard &
Poor's credit analyst Nancy Messer.

"However," Ms. Messer added, "the acquisition, if completed at the
offered price, would add about $2.4 billion of new debt to the
capital structure of the combined company. This incremental debt
would reduce credit quality unless the higher leverage was
mitigated by sufficient near-term cash flow from operations, asset
sales, or the issuance of some equity."

Furthermore, it is possible that a higher price may be required to
consummate the transaction. In addition, an acquisition of this
magnitude would entail significant execution risk during an
already challenging period for the auto supplier industry.

Standard & Poor's anticipates that resolution of the CreditWatch
listing on ArvinMeritor and Dana Corp., will involve examining the
proposed financial structure of the transaction, the pro forma
financials of the combined firm, and the combined business model
to determine the final ratings outcome.


ARVINMERITOR: Fitch Cuts & Places Low-B Ratings on Watch Neg.
-------------------------------------------------------------
Fitch Ratings has downgraded the ratings of ArvinMeritor Inc.'s
senior unsecured debt to 'BB+' from 'BBB-' and capital securities
to 'BB-' from 'BB+' and placed the Ratings on Watch Negative. The
rating action follows the announcement today by ARM to launch a
hostile tender offer for Dana Corporation in a proposed debt
financed acquisition. The downgrade reflects ARM's intent to
acquire growth through debt financed acquisitions and a
willingness to substantially raise the leverage in its capital
structure. If the transaction is completed on the proposed terms,
further rating action is expected. New financing for the
transaction is likely to be on a secured basis, further impairing
unsecured debt holders. The ratings have been placed on Rating
Watch Negative.

ARM announced its intent to acquire all outstanding shares of Dana
Corporation for $15 per share or $2.2 billion for all outstanding
shares in an all cash transaction. In addition, ARM would assume
the outstanding net debt and minority interest of Dana Corporation
at approximately $2.2 billion. While specific terms and structure
of the proposed transaction will emerge as the transaction details
become clearer, ARM proposes to finance the transaction with an
assortment of debt funding. Consolidated debt of the combined
entity would be in the range of $6 billion with consolidated
EBITDA of approximately $1.3 billion.

Faced with intensifying pressures from OEM customers, over
capacity in many of the vehicle component areas, and a desire to
grow the business and its content per vehicle penetration in an
uncertain volume demand environment, ARM intends to grow through
acquisition and consolidation with concomitant rationalizations.
While Fitch recognizes ARM's historical track record of
integration success, a transaction in the magnitude of the
proposed Dana acquisition carries execution risk to fully realize
the potential synergies. ARM's willingness to incur substantial
leverage, when combined with the cyclical nature f its businesses,
indicates higher financial risk going forward, even in the event
that the transaction does not close.

At March 31, 2003, ARM's balance sheet debt amounted to $1.483
billion with adjusted debt of $1.773 billion (including about $290
million of asset securitization funding). Cash of $121 million and
a largely un-drawn unsecured bank line of $1.15 billion were
available for liquidity. To fund the proposed Dana transaction
announced today, however, will require large external funding.
Although the funding for the transactions is still in its
preliminary stages, Fitch expects that the all debt financing
structure initially proposed, when it becomes finalized will
result in further rating actions. Furthermore, Fitch expects that
bank lines will likely become secured in the proposed
capitalization. In the event that the transaction is not
consummated, the senior unsecured rating is likely to remain below
investment grade.

ArvinMeritor, Inc., headquartered in Troy, Michigan, is a global
supplier of various automotive products such as exhaust systems,
axles, brakes, suspension and ride control systems, door and roof
systems and filters, serving both the original equipment and
replacement aftermarkets. ARM was formed in July 2000 through the
merger of Arvin Industries, Inc., and Meritor Automotive, Inc.


BOYD GAMING: Hosting Q2 2003 Earnings Conference Call on July 30
----------------------------------------------------------------
Boyd Gaming Corporation's (NYSE: BYD) second quarter 2003
conference call to review the Company's results will take place on
Wednesday, July 30, 2003 at 4:30 p.m. EDT.  The conference call
number is 800-289-0494 and the reservation number is 330747.
Please call up to 15 minutes in advance to ensure you are
connected prior to the call's initiation.  The Company will report
its results on July 30 at approximately 4:00 p.m. EDT.

The conference call will also be available live on the Internet at
http://www.boydgaming.comor
http://www.firstcallevents.com/service/ajwz381458937gf12.html

Following the call's completion, a replay will be available by
dialing 888-203-1112 or 719-457-0820 with the reservation number
on Wednesday, July 30, beginning two hours after the completion of
the call and continuing through Friday, August 8, 2003.  The
replay will also be available on the Internet at
http://www.boydgaming.com

Headquartered in Las Vegas, Boyd Gaming Corporation (NYSE: BYD) is
a leading diversified owner and operator of 13 gaming
entertainment properties located in Nevada, New Jersey,
Mississippi, Illinois, Indiana and Louisiana. Boyd Gaming recently
opened Borgata Hotel, Casino and Spa at Renaissance Pointe (AOL
keyword: borgata or http://www.theborgata.com), a $1.1 billion
entertainment destination hotel in Atlantic City, through a joint
venture with MGM MIRAGE.  Additional news and information on Boyd
Gaming can be found at http://www.boydgaming.com

                          *    *    *

As previously reported in Troubled Company Reporter, Standard &
Poor's assigned its 'B+' rating to Boyd Gaming Corp.'s $300
million senior subordinated notes offering.

Standard & Poor's also affirmed it 'BB' corporate credit rating
on Boyd. The outlook is stable.


CABLE DESIGN: Closes $110 Million Conv. Sub. Debenture Offering
---------------------------------------------------------------
Cable Design Technologies Corporation (NYSE: CDT) has closed the
previously announced sale of $110 million aggregate principal
amount of its 4% Convertible Subordinated Debentures due 2023
through an offering within the United States to qualified
institutional buyers pursuant to Rule 144A under the Securities
Act of 1933 and outside the United States to non-U.S. persons
pursuant to Regulation S under the Securities Act.

The company used a portion of the net proceeds of the offering (1)
to repay approximately $83 million of indebtedness, representing
substantially all of the current amount outstanding under the
company's bank facilities and (2) for repurchases of $20 million
of shares of its common stock.  It intends to use the remaining
proceeds for general corporate purposes.

As reported in Troubled Company Reporter's July 2, 2003 edition,
Standard & Poors Ratings Services affirmed its 'BB' corporate
credit and senior secured debt ratings on Cable Design
Technologies Corp. At the same time, Standard & Poor's assigned
its 'B+' rating to CDT's proposed $110 million subordinated
convertible note offering. The outlook was revised to negative
from stable, reflecting weakened profitability combined with a
modest increase in leverage. Pittsburgh, Pennsylvania-based CDT
had $85 million of debt outstanding as of April 30, 2003.

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


CHAMPION ENTERPRISES: S&P Puts B+ Credit Rating on Watch Neg.
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating on Champion Enterprises Inc., on CreditWatch with
negative implications. The CreditWatch placement affects
approximately $270 million of senior unsecured debt.

The CreditWatch placement follows the recent announcement that
Champion has named Al Koch as its new chairman as well as its
interim CEO and president, replacing Walter Young, and reflect
uncertainty with regards to the company's future operating
strategy. Mr. Koch is charged with improving Champion's operating
efficiencies and cost structure, and returning the nation's
largest manufactured homebuilder to profitability. Most recently
Mr. Koch served as the interim CEO at Kmart Corp.

Auburn Hills, Michigan-based Champion was an aggressive
consolidator in the late 1990s when the industry's liberal lending
practices helped fuel unsustainably high demand for the homes that
it produced and retailed. As is now the case with most industry
participants, Champion's sales have been adversely affected by the
prolonged recession in the sector, with revenues falling sharply
to $1.4 billion in 2002 from a peak of more than $2.5 billion in
fiscal year 1999. "Despite ongoing efforts to rationalize its cost
structure during this period, Champion's corporate credit rating
has been lowered several times over the past three years as a
result of ongoing operating losses, with the most recent rating
action/company downgrade occurring in February 2003," said
Standard & Poor's credit analyst James Fielding.


CINTECH SOLUTIONS: Introduces New CINPHONY Email Application
------------------------------------------------------------
Cintech Solutions (TSX:CTM), developer of interaction management
software solutions for mid- to small-size contact centers,
announced the general availability of its new CINPHONY Email
application.

CINPHONY Email applies the principles of ACD, or voice call
management, to an enterprise's incoming e-mail contacts. With
CINPHONY Email in place, a contact center can intelligently queue,
send text announcements, and distribute e-mails to agents. It also
provides real-time status displays and reporting to help companies
manage this facet of the contact center. For more information on
product features and capabilities, visit Cintech's Web site at
http://www.cintechsolutions.com

"CINPHONY Email is designed to help mid- and small-size contact
centers manage their e-mail without disruption to their voice call
center," commented Troy Gross, vice president of marketing and
business development. "We have thousands of customers using our
CINPHONY, PRELUDE and MINUET ACD for Norstar solutions, many of
them struggling with a growing volume of e-mail. And of course and
this challenge is not limited to the Cintech ACD/Norstar
environment. Most customers will be able to implement CINPHONY
Email within hours, and will immediately realize the same benefits
as in their voice call center -- typically higher productivity,
improved customer service, and higher revenues and/or reduced
costs."

CINPHONY Email can be used in tandem with Cintech's ACD for
Norstar portfolio - CINPHONY, PRELUDE and MINUET -- or any other
ACD solution. CINPHONY Email is built on Cintech's NetVIA
technology, that handles e-mail as well as voice and web
interactions.

Steve Baker, President and CEO of SMaRT Technology Services, Inc.,
a consulting and services firm based in Chicago, explains the
strategic value of CINPHONY Email as he grows his company's
service capabilities. "CINPHONY Email will expand our ability to
respond to customers without adding significant resources. Many
service calls and inquiries to our call centers are repetitive in
nature. By directing customers to the web to complete e-mail
forms, we can send automatic responses that address known issues,
and intelligently route e-mails when assistance or follow-up is
needed. We can also track and monitor the e-mail activity and
provide comprehensive feedback to our clients. Ultimately, we
expect to respond to more customers with fewer people and to
reduce call volumes, while providing improved service."

CINPHONY Email is available in 3, 6, 9 and 15 agent license
packages. Each package includes one supervisory license for
administration, reporting, and status display.

Cintech Solutions is a provider of interaction management
technology to medium and small contact centers in North America.
Cintech Solutions' products and services improve customer service
and provide rapid return on investment through the intelligent
delivery and management of incoming customer contacts. With over
13,000 installations and over 15 years commitment to its market,
Cintech Solutions delivers its solutions through an extensive
distribution channel across North America. For more information on
Cintech Solutions, visit http://www.cintechsolutions.com

Cintech Solutions filed for Chapter 11 reorganization on March 13,
2003, in the U.S. Bankruptcy Court for the Southern District of
Ohio (Cincinnati) (Bankr. Case No. 03-11661).


COLUMBUS MCKINNON: Look for Fiscal 2004 Q1 Results by July 22
-------------------------------------------------------------
Columbus McKinnon Corporation (Nasdaq: CMCO) announced its
guidance for the first quarter of fiscal 2004, which ended on June
29, 2003. Columbus McKinnon expects to report consolidated net
sales in the range of $106 million to $108 million for the first
quarter of fiscal 2004. Income from operations is expected to
range from $6.5 million to $7.0 million after restructuring
charges of approximately $0.8 million. Depreciation and
amortization for the quarter was approximately $2.7 million. Net
income for the first quarter of fiscal 2004 is expected to range
between $0.2 million to $0.4 million. Results for the fiscal 2004
first quarter will include a $3.5 million pre-tax gain related to
the sale of real estate recorded as other income and expense
(after income from continuing operations). Net cash provided by
operating activities will include a $10.6 million cash tax refund
related to the sale of our ASI business.

The Company will release first quarter fiscal 2004 results on
July 22, 2003 and will hold a conference call and audio webcast to
discuss the results. Information concerning the conference call
and webcast will be issued on July 15, 2003.

As reported in Troubled Company Reporter's May 22, 2003 edition,
Standard & Poor's Ratings Services revised its outlook on Columbus
McKinnon Corp., to negative from stable. The revision reflected
weaker-than-expected operating results, due to continued soft
market demand and the expectation that improvement to the
company's credit profile will be limited in the near term.

At the same time, Standard & Poor's affirmed its 'B' corporate
credit and 'CCC+' subordinated debt ratings on the company.

At the end of its March 31, 2003, fiscal year the company had
approximately $314 million in total debt.


COLUMBUS MCKINNON: S&P Assigns B- Rating to $100M Sr. Sec. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
Columbus McKinnon Corp.'s proposed $100 million senior secured
note offering due 2010. Proceeds from the note issue will be used
to repay all outstanding borrowings under the company's second
secured term loan and to repay or repurchase other outstanding
indebtedness including its senior credit facility and existing
subordinated notes.

At the same time Standard & Poor's affirmed its 'B' corporate
credit and 'CCC+' subordinated debt ratings on the company. The
outlook remains negative.

At the March 31, 2003 fiscal year-end, Amherst, N.Y.-based
Columbus McKinnon had approximately $323 million of debt
outstanding. The company holds leading (No. 1 or No. 2) niche
market positions within the material handling, lifting, and
positioning products industry.

Many of the company's niche segments are highly fragmented and
very competitive. Columbus McKinnon continues to be negatively
affected by soft end market conditions, which have significantly
reduced profitability and cash generation.

Management continues to focus on improving profitability and cash
generation by rationalizing facilities, reducing overhead, and
selling noncore assets.

"These initiatives, however, have been unable to fully offset the
challenging market conditions," said Standard & Poor's credit
analyst Linli Chee. "Ratings could be lowered if operating and
financial initiatives fail to offset end-market weakness."


CNE GROUP INC: Shoos-Away Eisner LLP as Independent Accountants
---------------------------------------------------------------
On June 30, 2003, the Audit Commitee of CNE Group, Inc. authorized
the dismissal of Eisner LLP as its independent certified public
accountants.

Eisner had audited the Company's consolidated financial statements
as of and for the year ended December 31, 2002.  Eisner's report
for the year ended December 31, 2002 contained an explanatory
paragraph due to uncertainty regarding the Company's ability to
continue as a going concern.

CNE Group, Inc.'s March 31, 2003 balance sheet shows a working
capital deficit of about $4 million, and a total shareholders'
equity deficit of about $4 million.

CNE Group (formerly CareerEngine Network) may just hook you up
with that dream job. The company operates a network of six portal
career Web sites -- ITClassifieds.com, FinancialPositions.com,
EngineeringClassifieds.com -- that allow employers to post job
openings and allow job seekers to post resumes. It also develops
and manages career sites for clients. This is the latest in a
series of incarnations for CNE Group, which operated in merchant
banking and real estate as the Helmstar Group and in bond dealing
as the Matthews & Wright Group. Chairman and president George
Benoit owns about 29% of the company, which was forced to relocate
from its World Trade Center headquarters following the 2001
terrorist attack.


CONSOLIDATED FREIGHTWAYS: Selling Mansfield Facility via Auction
----------------------------------------------------------------
As part of the largest real estate sale in transportation history
-- 220 total properties with an appraised value over $400 million
-- Consolidated Freightways is placing its Mansfield distribution
facility located at 515 N. Lexington Springmill for sale to the
highest bidder, through an open auction process scheduled for
July 17, 2003.

The Mansfield property is a 30-door cross-dock distribution
facility situated on 9.86 acres and has been closed to operations
since September 3, 2002, when the 74-year-old company filed for
bankruptcy protection. Since then CF has been liquidating the
assets of the corporation under orders of the bankruptcy court. 12
CF employees formerly worked at the Mansfield terminal.

A contract price of $1,500,000 has been established for the CF
property. Interested parties who would like to participate in the
July 17 bankruptcy auction should submit the form Request to be
Designated a Qualified Bidder at Auction. That form can be found
at http://www.cfterminals.com/Overbidder.htmland must be
submitted prior to the date of the auction. The indicated deposit
must also be received, via wire or certified check, prior to the
date of the auction.

To date, 100 CF properties throughout the U.S. have been sold for
$218 million. Potential bidders should direct any questions about
the property and the bidding procedures that cannot be answered at
the company's Web site http://www.cfterminals.comto
Transportation Property Company at 800/440-5155.


CONSOLIDATED FREIGHTWAYS: Puts Rutland Facility on Auction Block
----------------------------------------------------------------
As part of the largest real estate sale in transportation history
-- 220 total properties with an appraised value over $400 million
-- Consolidated Freightways is placing its Rutland 7distribution
facility located at 7 Randbury Rd., for sale to the highest
bidder, through an open auction process scheduled for July 17,
2003.

The Rutland property is an 11-door cross-dock distribution
facility situated on 5.0 acres and has been closed to operations
since September 3, 2002 when the 74-year-old company filed for
bankruptcy protection. Since then CF has been liquidating the
assets of the corporation under orders of the bankruptcy court.
Eight CF employees formerly worked at the Rutland terminal.

A contract price of $235,100 has been established for the CF
property. Interested parties who would like to participate in the
July 17 bankruptcy auction should submit the form Request to be
Designated a Qualified Bidder at Auction. That form can be found
at http://www.cfterminals.com/Overbidder.htmland must be
submitted prior to the date of the auction. The indicated deposit
must also be received, via wire or certified check, prior to the
date of the auction.

To date, 100 CF properties throughout the U.S. have been sold for
$218 million. Potential bidders should direct any questions about
the property and the bidding procedures that cannot be answered at
the company's Web site http://www.cfterminals.com to
Transportation Property Company at (800) 440-5155.


CONSOLIDATED FREIGHTWAYS: Auctioning-Off Topeka Prop. On July 17
----------------------------------------------------------------
As part of the largest real estate sale in transportation history
-- 220 total properties with an appraised value over $400 million
-- Consolidated Freightways is placing its Topeka distribution
facility located at 2404 Grantville Rd. for sale to the highest
bidder, through an open auction process scheduled for July 17,
2003.

The Topeka property is a 10-door cross-dock distribution facility
situated on 3.5 acres and has been closed to operations since
September 3, 2002 when the 74-year-old company filed for
bankruptcy protection. Since then CF has been liquidating the
assets of the corporation under orders of the bankruptcy court.
Sixteen CF employees formerly worked at the Topeka terminal.

A contract price of $245,000 has been established for the CF
property. Interested parties who would like to participate in the
July 17 bankruptcy auction should submit the form Request to be
Designated a Qualified Bidder at Auction. That form can be found
at http://www.cfterminals.com/Overbidder.htmland must be
submitted prior to the date of the auction. The indicated deposit
must also be received, via wire or certified check, prior to the
date of the auction.

To date, 100 CF properties throughout the U.S. have been sold for
$218 million. Potential bidders should direct any questions about
the property and the bidding procedures that cannot be answered at
the company's Web site http://www.cfterminals.comto
Transportation Property Company at (800) 440-5155.


CONSOLIDATED FREIGHTWAYS: Selling Carlisle Facility via Auction
---------------------------------------------------------------
As part of the largest real estate sale in transportation history
-- 220 total properties with an appraised value over $400 million
-- Consolidated Freightways is placing its Carlisle distribution
facility located at 1 Carolina Way for sale to the highest bidder,
through an open auction process scheduled for July 17, 2003.

The Carlisle property is a 305-door cross-dock distribution
facility situated on 59 acres and has been closed to operations
since September 3, 2002 when the 74-year-old company filed for
bankruptcy protection. Since then CF has been liquidating the
assets of the corporation under orders of the bankruptcy court.
759 CF employees formerly worked at the Carlisle terminal.

A contract price of $5,800,000 has been established for the CF
property. Interested parties who would like to participate in the
July 17 bankruptcy auction should submit the form Request to be
Designated a Qualified Bidder at Auction. That form can be found
at http://www.cfterminals.com/Overbidder.htmland must be
submitted prior to the date of the auction. The indicated deposit
must also be received, via wire or certified check, prior to the
date of the auction.

To date, 100 CF properties throughout the U.S. have been sold for
$218 million. Potential bidders should direct any questions about
the property and the bidding procedures that cannot be answered at
the company's Web site http://www.cfterminals.comto
Transportation Property Company at (800) 440-5155.


CONSOLIDATED FREIGHTWAYS: Selling Michigan Properties on July 17
----------------------------------------------------------------
As part of the largest real estate sale in transportation history
-- 220 total properties with an appraised value over $400 million
-- Consolidated Freightways is placing its Lansing and Saginaw
properties individually for sale to the highest bidders, through
an open auction process scheduled for July 17, 2003.

The Lansing terminal located at 6726 Millett Highway property is a
21-door cross-dock distribution facility situated on 5.3 acres. A
contract price of $535,000 has been established for the CF
property, where 24 CF employees formerly worked.

The Saginaw property encompasses 2.52 acres located at 2110
Midland Road. The land for sale has an established contract price
$77,500.

These CF properties have been closed to operations since September
3, 2002 when the 74-year-old company filed for bankruptcy
protection. Since then CF has been liquidating the assets of the
corporation under orders of the bankruptcy court.

Interested parties who would like to participate in the July 17
bankruptcy auction should submit the form Request to be Designated
a Qualified Bidder at Auction. That form can be found at
http://www.cfterminals.com/Overbidder.htmland must be submitted
prior to the date of the auction. The indicated deposit must also
be received, via wire or certified check, prior to the date of the
auction.

To date, 100 CF properties throughout the U.S. have been sold for
$218 million. Potential bidders should direct any questions about
the property and the bidding procedures that cannot be answered at
the company's Web site http://www.cfterminals.comto
Transportation Property Company at (800) 440-5155.


CONSOLIDATED FREIGHTWAYS: Selling Lincoln Distribution Facility
---------------------------------------------------------------
As part of the largest real estate sale in transportation history
-- 220 total properties with an appraised value over $400 million
-- Consolidated Freightways is placing its Lincoln distribution
facility located at 2827 North 20th Street for sale to the highest
bidder, through an open auction process scheduled for July 17,
2003.

The Lincoln property is a 13-door cross-dock distribution facility
situated on 1.91 acres and has been closed to operations since
September 3, 2002 when the 74-year-old company filed for
bankruptcy protection. Since then CF has been liquidating the
assets of the corporation under orders of the bankruptcy court. 15
CF employees formerly worked at the Lincoln terminal.

A contract price of $220,000 has been established for the CF
property. Interested parties who would like to participate in the
July 17 bankruptcy auction should submit the form Request to be
Designated a Qualified Bidder at Auction. That form can be found
at http://www.cfterminals.com/Overbidder.htmland must be
submitted prior to the date of the auction. The indicated deposit
must also be received, via wire or certified check, prior to the
date of the auction.

To date, 100 CF properties throughout the U.S. have been sold for
$218 million. Potential bidders should direct any questions about
the property and the bidding procedures that cannot be answered at
the company's Web site http://www.cfterminals.comto
Transportation Property Company at 800/440-5155.


CONSOLIDATED FREIGHTWAYS: Puts Fairbanks Prop. on Auction Block
---------------------------------------------------------------
As part of the largest real estate sale in transportation history
-- 220 total properties with an appraised value over $400 million
-- Consolidated Freightways is placing its Fairbanks distribution
facility located at 2750 Peger Rd. for sale to the highest bidder,
through an open auction process scheduled for July 17, 2003.

The Fairbanks property is an 11-door cross-dock distribution
facility situated on 4.78 acres and has been closed to operations
since September 3, 2002 when the 74-year-old company filed for
bankruptcy protection. Since then CF has been liquidating the
assets of the corporation under orders of the bankruptcy court.

A contract price of $340,000 has been established for the CF
property. Interested parties who would like to participate in the
July 17 bankruptcy auction should submit the form Request to be
Designated a Qualified Bidder at Auction. That form can be found
at http://www.cfterminals.com/Overbidder.htmland must be
submitted prior to the date of the auction. The indicated deposit
must also be received, via wire or certified check, prior to the
date of the auction.

To date, 100 CF properties throughout the U.S. have been sold for
$218 million. Potential bidders should direct any questions about
the property and the bidding procedures that cannot be answered at
the company's Web site http://www.cfterminals.comto
Transportation Property Company at 800/440-5155.


CONSOLIDATED FREIGHTWAYS: Selling Iowa Distribution Facilities
--------------------------------------------------------------
As part of the largest real estate sale in transportation history
-- 220 total properties with an appraised value over $400 million
-- Consolidated Freightways is placing its Burlington, Cedar
Rapids and Des Moines terminals individually for sale to the
highest bidders, through an open auction process scheduled for
July 17, 2003.

The Burlington terminal is a 16-door cross-dock distribution
facility located at 2314 West Mt. Pleasant St. and is situated on
5.0 acres. A contract price of $135,000 has been established for
the property. Five CF employees formerly worked at the Burlington
terminal.

The Cedar Rapids terminal is a 41-door cross-dock facility located
at 4850 J. Street, S.W. and is situated on 3.96 acres, where 21 CF
employees formerly worked. A contact price of $450,000 has been
established.

A contract price of $400,000 has been set for the Des Moines
property, a 27-door terminal which occupies 4.31 acres located at
1909 East 17th Street, where 30 employees formerly worked.

These CF terminals have been closed to operations since September
3, 2002 when the 74-year-old company filed for bankruptcy
protection. Since then CF has been liquidating the assets of the
corporation under orders of the bankruptcy court.

Interested parties who would like to participate in the July 17
bankruptcy auction should submit the form Request to be Designated
a Qualified Bidder at Auction. That form can be found at
http://www.cfterminals.com/Overbidder.htmland must be submitted
prior to the date of the auction. The indicated deposit must also
be received, via wire or certified check, prior to the date of the
auction.

To date, 100 CF properties throughout the U.S. have been sold for
$218 million. Potential bidders should direct any questions about
the property and the bidding procedures that cannot be answered at
the company's Web site http://www.cfterminals.comto
Transportation Property Company at 800/440-5155.


CONSOLIDATED FREIGHTWAYS: Wisconsin Facility Up on Auction Block
----------------------------------------------------------------
As part of the largest real estate sale in transportation history
- 220 total properties with an appraised value over $400 million -
Consolidated Freightways is placing its Milwaukee and Madison
terminals individually for sale to the highest bidder, through an
open auction process scheduled for July 17, 2003.

The Milwaukee property is a 152-door cross-dock distribution
facility located at 401 West Layton Avenue and is situated on
28.40 acres. 230 CF employees formerly worked at the terminal. A
contract price of $3,950,000 has been established for the
Milwaukee facility.

The Madison terminal is located at 401 North Third Street and is a
32-door cross-dock distribution facility situated on 2.64 acres,
where 49 CF employees formerly worked. A contract price of
$660,000 has been established for the property.

These CF terminals have been closed to operations since
September 3, 2002 when the 74-year-old company filed for
bankruptcy protection. Since then CF has been liquidating the
assets of the corporation under orders of the bankruptcy court.

Interested parties who would like to participate in the July 17
bankruptcy auction should submit the form Request to be Designated
a Qualified Bidder at Auction. That form can be found at
http://www.cfterminals.com/Overbidder.htmland must be submitted
prior to the date of the auction. The indicated deposit must also
be received, via wire or certified check, prior to the date of the
auction.

To date, 100 CF properties throughout the U.S. have been sold for
$218 million. Potential bidders should direct any questions about
the property and the bidding procedures that cannot be answered at
the company's Web site http://www.cfterminals.comto
Transportation Property Company at (800) 440-5155.


CONSOLIDATED FREIGHTWAYS: Selling Virginia Facilities on July 17
----------------------------------------------------------------
As part of the largest real estate sale in transportation history
- 220 total properties with an appraised value over $400 million -
Consolidated Freightways is placing its Virginia distribution
facilities individually for sale to the highest bidders, through
an open auction process scheduled for July 17, 2003.

CF's property in Richmond is located at 1009 Holly Springs Ave.
and is a 20-door cross-dock distribution facility situated on 3.5
acres, where 102 employees formerly worked. A contract price of
$150,000 has been established for the CF property.

The company's Roanoke property is a 14-door terminal situated on
2.0 acres at 1915 Plantation Road N.E. Forty-two CF employees
formerly worked at the Roanoke terminal. A contract price of
$265,000 has been established for the facility.

The terminals have been closed to operations since September 3,
2002 when the 74-year-old company filed for bankruptcy protection.
Since then CF has been liquidating the assets of the corporation
under orders of the bankruptcy court.

Interested parties who would like to participate in the July 17
bankruptcy auction should submit the form Request to be Designated
a Qualified Bidder at Auction. That form can be found at
http://www.cfterminals.com/Overbidder.htmland must be submitted
prior to the date of the auction. The indicated deposit must also
be received, via wire or certified check, prior to the date of the
auction.

To date, 100 CF properties throughout the U.S. have been sold for
$218 million. Potential bidders should direct any questions about
the property and the bidding procedures that cannot be answered at
the company's Web site http://www.cfterminals.comto
Transportation Property Company at (800) 440-5155.


CONSOLIDATED FREIGHTWAYS: Selling Providence Prop. via Auction
--------------------------------------------------------------
As part of the largest real estate sale in transportation history
- 220 total properties with an appraised value over $400 million -
Consolidated Freightways is placing its Providence distribution
facility located at 155 Amaral Street on sale to the highest
bidder, through an open auction process scheduled for July 17,
2003.

The Providence property is a 31-door cross-dock distribution
facility situated on 4.95 acres and has been closed to operations
since September 3, 2002 when the 74-year-old company filed for
bankruptcy protection. Since then CF has been liquidating the
assets of the corporation under orders of the bankruptcy court. 50
CF employees formerly worked at the Providence terminal.

A contract price of $645,000 has been established for the CF
property. Interested parties who would like to participate in the
July 17 bankruptcy auction should submit the form Request to be
Designated a Qualified Bidder at Auction. That form can be found
at http://www.cfterminals.com/Overbidder.htmland must be
submitted prior to the date of the auction. The indicated deposit
must also be received, via wire or certified check, prior to the
date of the auction.

To date, 100 CF properties throughout the U.S. have been sold for
$218 million. Potential bidders should direct any questions about
the property and the bidding procedures that cannot be answered at
the company's Web site http://www.cfterminals.comto
Transportation Property Company at (800) 440-5155.


CONSOLIDATED FREIGHTWAYS: Auctioning Off Reno Distribution Prop.
----------------------------------------------------------------
As part of the largest real estate sale in transportation history
- 220 total properties with an appraised value over $400 million -
Consolidated Freightways is placing its Reno distribution facility
located at 1650 Kleppe Lane for sale to the highest bidder,
through an open auction process scheduled for July 17, 2003.

The Reno property is a 33-door cross-dock distribution facility
situated on 10.0 acres and has been closed to operations since
September 3, 2002 when the 74-year-old company filed for
bankruptcy protection. Since then CF has been liquidating the
assets of the corporation under orders of the bankruptcy court.
105 CF employees formerly worked at the Reno terminal.

A contract price of $2,100,000 has been established for the CF
property. Interested parties who would like to participate in the
July 17 bankruptcy auction should submit the form Request to be
Designated a Qualified Bidder at Auction. That form can be found
at http://www.cfterminals.com/Overbidder.htmland must be
submitted prior to the date of the auction. The indicated deposit
must also be received, via wire or certified check, prior to the
date of the auction.

To date, 100 CF properties throughout the U.S. have been sold for
$218 million. Potential bidders should direct any questions about
the property and the bidding procedures that cannot be answered at
the company's Web site http://www.cfterminals.comto
Transportation Property Company at (800) 440-5155.


CORTELCO SYSTEMS: Hires Horwath Velez & Co. to Replace Deloitte
---------------------------------------------------------------
On June 30, 2003, upon the recommendation of the Audit Committee
of the Board of Directors of Cortelco Systems Puerto Rico, Inc.,
the Board of Directors decided to no longer engage Deloitte &
Touche LLP as the Company's independent auditor, and engaged
Horwath Velez & Co.PSC to serve as the Company's independent
auditor for the fiscal year ending July 31, 2003.

Deloitte's reports on the Company's financial statements for each
of the fiscal years ended July 31, 2001 and 2002,  included
uncertainty paragraphs as to the Company's ability to continue as
a going concern. In addition, Deloitte & Touche's report of the
Company's financial statements for the year ended July 31, 2002
also included an explanatory paragraph as to the spin-off of the
Company from eOn effective July 31, 2002. .

CSPR, a Puerto Rico corporation, was a wholly-owned subsidiary of
eOn Communications Corporation through July 30, 2002. Effective
July 31, 2002, CSPR was spun-off from eOn to the eOn stockholders.
Each holder of eOn common stock received one share of CSPR common
stock for every ten shares of eOn common stock held as of July 22,
2002, which was the record date of the distribution. After such
spin-off, CSPR became an independent entity headquartered in San
Juan, Puerto Rico. CSPR's operations include the sale of cellular
telephones and cellular airtime and of integrated communications
and data equipment in Puerto Rico.


CROWN CASTLE: Will Publish Second-Quarter Results on July 31
------------------------------------------------------------
Crown Castle International Corp., (NYSE: CCI) plans to release
second quarter 2003 results on Thursday, July 31, 2003 after the
market closes.  In conjunction with the release, Crown Castle has
scheduled a conference call, which will be broadcast live over the
Internet, for Friday, August 1, 2003 at 9:30 a.m. eastern time.

     What:   Crown Castle Second Quarter Earnings Conference Call

     When:   Friday, August 1, 2003 - 9:30 a.m. eastern time

     How:    Live via phone by dialing 303-262-2127 and asking for
             the Crown Castle call at least 10 minutes prior to
             the start time, or live over the Internet by logging
             on to the web at the address below

     Where:  http://www.crowncastle.com

A telephonic replay of the conference call will be available
through August 8, 2003 and may be accessed by calling 303-590-3000
using passcode 544827.  An audio archive will also be available on
the company's Web site at http://www.crowncastle.comshortly after
the call and will be accessible for approximately 90 days.  For
more information, please contact Karen Roan at DRG&E at 713-529-
6600 or email kroan@drg-e.com

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


CYTO PULSE: Gets Nod for Second Cash Collateral Use Extension
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland gave its
approval to Cyto Pulse Sciences, Inc.'s request to use Long
Meadow, LLC's Cash Collateral to finance is ongoing operations in
this chapter 11 case.  The first Cash Collateral Agreement expired
on June 30, 2003.  A Second Cash Collateral Agreement gives the
Debtor continued access to its lenders' cash collateral through
August 31, 2003.

Long Meadow LLC is a prepetition secured creditor, owed $50,000 as
of the Petition Date.   Without the use of cash collateral to meet
the operating expenses outlined on the Budget, the Debtor would be
unable to operate it business and forced to liquidate.

The Debtor will restrict use of the Lenders' Cash Collateral in
accordance with a Budget projecting:

                              July            August
                              ----            ------
     Cash In                115,430           77,470
     Cash Out
       Labor                 24,221           24,221
       Direct Expenses       65,569           36,867
       Indirect Expenses     15,210           15,210
     Net                     10,430            1,172
     Checking Begin           6,513           16,943
     Checking End            16,943           18,116

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.


DEAN FOODS: Fitch Affirms Low-B Credit Facility & Senior Notes
--------------------------------------------------------------
Fitch Ratings affirmed Dean Foods Company's 'BB+' secured credit
facility rating and its 'BB-' senior unsecured notes. Fitch also
withdrew its rating on its trust convertible preferred securities.
The Rating Outlook is Stable. This rating action affects
approximately $2.5 billion of DF's debt.

DF called its $600 million convertible trusts preferred securities
in three tranches, beginning April 17, 2003. Substantially all was
converted to equity by June 24, 2003. As a result of the
conversion, annual fixed charges will be reduced by approximately
$33.6 million and DF's adjusted debt levels including the
preferred securities will be lower.

While the conversion has resulted in the immediate improvement of
credit statistics, Fitch expects the benefit to be partially off
set by debt financed acquisitions. On June 30, 2003, DF entered
into a definitive agreement to acquire the 87% equity interest in
of Horizon Organic Holdings Inc. it does not currently own for
$256 million, including the assumption of approximately $40
million in debt or for approximately 24 times EBITDA. HCOW's
product line includes organic milk and dairy products, as well as
organic juices, pudding, fruit gels and eggs sold in the U.S., as
well as organic milk, yogurt and butter sold under the Rachel's
Organic brand in the U.K. HCOW's cash flow is expected to increase
as its products are included in DF's distribution and operating
systems. The transaction is expected to close during the fourth
quarter of 2003, subject to HCOW shareholder and regulatory
approval. In addition, DF entered into an agreement to acquire
Kohler Mix Specialties, a supplier of organic milk, soy milk, ice
cream mixes and coffee creamers on June 5, 2003. This acquisition,
which is expected to be financed in cash, will expand DF's
penetration in the food service channel and provide the company
with additional needed capacity. The Kohler acquisition is
dependant upon execution of a definitive agreement, completion of
due diligence, approval by both company's Board of Directors and
regulatory approval.

The ratings consider DF's leading market share in the fluid milk
industry (of approximately 35%), its national refrigerated
distribution system, ownership of the leading brand of
refrigerated soymilk and important licensing agreements for other
key brands. In addition, the company's management team has a solid
track record of effectively integrating acquisitions and achieving
cost savings, completing over 44 in the last 10 years. DF has also
been successful with new product innovations including Hershey's
milk shakes, SunSoy, and various flavors of Silk. DF has expanded
its product distribution through relationships with key food
service establishments including Starbucks. These positives are
weighted against high leverage due to acquisitions, the
expectation of continued periodic increases in leverage resulting
from further debt financed acquisitions and relatively low
operating margins inherent to the dairy business.

For the latest 12 months ended March, 31 2003, pro-forma for the
acquisitions and redemption of the convertible preferred
securities, total debt including preferred securities to-EBITDA
was 3.7x as compared to 4.0x excluding these transactions and
EBITDA-to-interest incurred was 3.9x and 3.7x, respectively.
Continued improvement in credit metrics may lead to positive
rating actions. Dean Foods Company is the largest processor of
milk and the third largest producer of ice cream in the United
States. In addition, DF is the leading producer, distributor and
marketer of value-added dairy and non-dairy products and the
largest processor of private label pickles in the United States.
DF also has several joint ventures and sells products under
partnerships and licensed brands such as Borden, Land O' Lakes,
Hershey's, Folgers Jakada, and Pet. DF has operations in 39
states, Spain, and the U.K.


DELTA AIR LINES: S&P Affirms BB- Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Delta
Air Lines Inc. (BB-/Negative/--) and removed them from
CreditWatch, where they were placed on March 18, 2003. The ratings
were lowered to current levels on March 28. The outlook is
negative.

"The ratings on Delta, the third-largest airline in the world,
reflect financial damage from substantial losses over the past two
years and a heavy debt and lease burden, but benefit from a solid
market position in the U.S. domestic and trans-Atlantic markets
and the work rule flexibility and productivity made possible by a
mostly nonunion work force," said Standard & Poor's credit analyst
Philip Baggaley. "A gradually improving airline environment,
substantial cost-cutting initiatives, and adequate liquidity
should enable the company to improve its credit profile over the
next several years," the credit analyst continued.

Delta, like other large airlines, has announced capacity cuts and
expense reductions in response to the adverse revenue outlook,
most recently a program intended to lower cost per available seat
mile 15% by the end of 2005. It is in the early stages of
discussions with its pilots, who have agreed to consider
concessions to reduce labor costs. Other employees are not
unionized, so the company has greater flexibility to change
compensation and has revised the pension plans of noncontract
employees to narrow a substantial pension-funding gap. Liquidity
remains adequate, with unrestricted cash of $1.9 billion at March
31, 2003, and subsequent receipt of $400 million from the federal
government to refund security expenditures and $280 million from
sale of Delta's interest in the WorldSpan global distribution
system.

Ratings could be lowered if the nascent revenue recovery in the
U.S. airline industry falters, causing renewed substantial losses.


DIRECTV LATIN AMERICA: Court Resets Claims Bar Date to Sept. 2
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware, overseeing
DirecTV Latin America, LLC, amends its Bar Date Order to reset the
general claims bar date to September 2, 2003 at 4:00 p.m.

As previously reported, based on these proposed procedures, the
Bar Dates will give all creditors ample opportunity to file proofs
of claims:

A. Each person or entity that asserts a "claim" against DirecTV
   that arose prepetition must file an original, written proof
   of claim on or before the applicable Bar Dates and in
   accordance with the Bar Date Order;

B. All Proofs of Claims must be filed with Bankruptcy Services,
   LLC, which has been authorized by the Court to serve as
   DirecTV's official Claims Agent;

C. These persons or entities are not required to file a proof of
   claim on or before the applicable Bar Dates:

   -- any person or entity that already has properly filed, with
      the Clerk of the U.S. Bankruptcy Court for the District of
      Delaware a proof of claim against Delaware utilizing a
      claim form, which substantially conforms to Official Form
      No. 10;

   -- any person or entity having a claim under Sections 503(b)
      or 507(a) of the Bankruptcy Code as an administrative
      expense of DirecTV's case;

   -- any person or entity whose claim has been paid by DirecTV
      in full;

   -- any person or entity whose claim is listed on the
      Schedules, whose claim is not described as disputed,
      contingent or unliquidated, and whose claim does not
      dispute the amount or nature of the claim, as set forth
      in the Schedules;

   -- any person or entity holding a claim that has been allowed
      by an order of the Court entered on or before the General
      Bar Date or the Governmental Bar Date, as applicable;

   -- any DirecTV employee whose claim arises under DirecTV's
      workers' compensation policies and programs; or

   -- any person or entity that is a party to an executory
      contract or unexpired lease with DirecTV that is not
      rejected pursuant to a Court Order dated on or before the
      Court enters the Bar Date Order;

D. Any person or entity that holds a claim arising from the
   rejection of an executory contract or unexpired lease as to
   which the order authorizing the rejection is dated after the
   Bar Date Order must file a proof of claim on or before the
   date the Court may fix in the applicable order authorizing
   the rejection of that contract or lease;

E. Persons holding claims against any of DirecTV's Local
   Operating Companies should not file a proof of claim in this
   Case on account of that claim;

F. Each proof of claim must:

   -- be written in English;

   -- be denominated in lawful U.S. currency;

   -- conform substantially with Official Form No. 10; and

   -- be signed by the claimant or its authorized agent;

G. Any holder of a claim against DirecTV who is required but
   failed to file a proof of claim in accordance with the Bar
   Date Order will be forever barred, estopped and enjoined from
   asserting a claim against DirecTV and DirecTV and its
   property will be forever discharged from any and all
   indebtedness or liability with respect to the claim;

H. Any claimant who failed to file a proof of claim is
   prohibited from voting with respect to any plan of
   reorganization or from participating in any distribution in
   this Chapter 11 case on account of that claim;

I. DirecTV will mail a notice of the Bar Date Order to:

   -- the U.S. Trustee,

   -- the Committee's counsel,

   -- all known claim holders listed on the Schedules at the
      addresses stated therein;

   -- all known holders of equity interests in DirecTV listed on
      the Schedules;

   -- all DirecTV employees;

   -- all Counterparties to DirecTV's executory contracts and
      unexpired leases;

   -- all persons or entities with whom DirecTV has transacted
      business in the last 18 months;

   -- the District Director for Internal Revenue for the
      District of Delaware;

   -- counsel for DirecTV's postpetition lender;

   -- the U.S. Attorney for the District of Delaware; and

   -- all parties who have filed notices of appearances pursuant
      to Rule 2002 of the Federal Rules of Bankruptcy Procedure;

J. The Bar Date Notice will be published at least 20 days prior
   to the General Bar Date once in each of:

   -- The Wall Street Journal,

   -- The New York Times,

   -- The Miami Herald, and

   -- American Economica.
(DirecTV Latin America Bankruptcy News, Issue No. 9; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ENRON CORP: Pushing for Approval of Five Settlement Agreements
--------------------------------------------------------------
Pursuant to Rule 9019(a) of the Federal Rules of Bankruptcy
Procedure, Enron Corporation and its debtor-affiliates ask the
Court to approve five settlement agreements they entered into
separately with Custom Companies, Inc., Total Gas & Electric,
Inc., Southline Metal Products Company, LeNorman Partners, LLC,
and North Atlantic Steel Company, Inc.

Edward A. Smith, Esq., at Cadwalader, Wickersham & Taft, in New
York, relates that:

    (a) Enron Freight Markets Corp. and Custom Companies were
        parties to certain prepetition agreements pursuant to
        which certain invoices were issued.  Although the
        Agreements expired as of the Petition Date, there remain
        certain amounts outstanding with respect to the Invoices;

    (b) Enron North America Corporation and Total Gas & Electric
        were parties to certain prepetition agreements with
        respect to physical gas.  Although the agreements expired
        as of the Petition Date, there remain certain amounts
        outstanding;

    (c) ENA and Southline Metal were parties to certain
        prepetition physical steel agreements.  Although the
        Contracts expired as of the Petition Date, there remain
        certain amounts outstanding;

    (d) ENA and LeNorman were parties to certain prepetition
        financially settled commodity option agreement dated
        March 28, 2001.  Although the Contract expired on
        March 31, 2003, there remain certain amounts outstanding;
        and

    (e) ENA and North Atlantic Steel were parties to certain
        prepetition agreements for the physical sale of cold and
        hot rolled steel coils.  Although the Contracts have
        expired, there remain certain amounts outstanding with
        respect to the Invoices issues.

After discussions between the Parties, they have agreed to enter
into separate Settlement Agreements wherein:

    (a) Custom Companies will pay $87,530 to EFMC;

    (b) Total Gas will pay $1,000,000 to ENA;

    (c) Southline Metal will pay $205,450 to ENA;

    (d) LeNorman will pay $960,972 to ENA;

    (e) North Atlantic Steel will pay $36,059 to ENA; and

    (f) the Parties will exchange mutual releases of claims
        related to the Contracts.

Mr. Smith contends that the Settlement Agreements are warranted
because:

    (a) they will result in a substantial payment to the Debtors'
        estates; and

    (b) they will avoid future disputes and litigations
        concerning the Contracts as the parties will release one
        another from claims relating to the Contracts. (Enron
        Bankruptcy News, Issue No. 72; Bankruptcy Creditors'
        Service, Inc., 609/392-0900)


ENVOY COMMS: Sets Special Shareholders' Meeting for August 14
-------------------------------------------------------------
Envoy Communications Group Inc. (NASDAQ: ECGI; TSX: ECG), will
hold a Special Meeting of Shareholders on Thursday August 14th,
2003 at 11:00 am at 300 Bayview Avenue, Toronto, Ontario, for all
shareholders of record as of July 14th, 2003.

Envoy Communications Group (NASDAQ: ECGI/TSX:ECG) is an
international consumer and retail branding company with offices
throughout North America and Europe. For more information on
Envoy, visit http://www.envoy.to

                          *   *   *

               Financial Condition and Liquidity

In its Form 10-Q filed on August 30, 2002, the Company reported:

"As at June 30, 2002 and September 30, 2001, the Company was not
in compliance with its covenant calculations under the terms of
its revolving credit facility in respect to 12 month earnings
before interest, taxes, deprecation and amortization.  The lenders
have the right to demand repayment of the outstanding borrowings.
Additional borrowings under the facility are subject to the
approval of the lenders.  The Company is continuing to have
discussions with its lenders regarding amendments to the terms of
the facility.

"The Company is considering all of the options available to it
to finance the amounts owing under the restructuring plans and
expected cash flow shortfalls in the next three months (or other
operating obligations). These options include additional debt or
equity financing under private placements, renegotiating its
bank facilities and the sale of some of its businesses. In
addition, management has made every effort to negotiate the
restructuring charges in such a way as to minimize short-term cash
requirements.

"The ability of the Company to continue as a going concern and to
realize the carrying value of its assets and discharge its
liabilities when due is dependent on the continued support of
its lenders and/or successful completion of the actions discussed
above.

"During fiscal 2001, the Company established an extendable
revolving line of credit under which it can borrow funds in either
Canadian dollars, U.S. dollars or U.K. pounds sterling, provided
the aggregate borrowings do not exceed $40.0 million Canadian.
Advances under the line of credit can be used for general purposes
(to a maximum of $2.0 million) and for financing acquisitions that
have been approved by the lenders. As at June 30, 2002,
approximately $9.8 million had been borrowed under the facility,
none of which was used for general corporate purposes.

"As at June 30, 2002 the Company had a working capital deficit of
$5.4 million compared with a working capital deficit of $430,000
at September 30, 2001. This working capital deficiency arises due
to the fact that the borrowings under the bank credit facility
must be classified as a current liability as a result of the
Company not being in compliance with its covenant calculations.
The decrease in working capital in this period was primarily the
result of the operating loss during the period.

"During the third quarter, the Company negotiated new repayment
terms for the Promissory Note due June 30, 2002.  The Promissory
Note is to be repaid in five monthly installments commencing
July 1, 2002 with interest on the principal balance charged at
8%.

"On April 29, 2002, the Company issued $1.8 million in convertible
debentures. The net proceeds from the sale of the debentures were
used for general working capital purposes to support the Company's
restructuring activities."


EXIDE: Court Clears Skadden Arps' Engagement as Special Counsel
---------------------------------------------------------------
Exide Technologies and its debtor-affiliates obtained the Court's
authority to employ Skadden, Arps, Slate, Meager & Flom LLP as
their special litigation counsel with respect to a lawsuit filed
in the Court of Chancery of the State of Delaware in and for New
Castle County, styled, State of Wisconsin Investment Board, et al.
v. Exide Technologies, C.A. No. 20255-NC.

The Chancery Court Litigation is proceeding on an expedited basis.
The Chancery Court Litigation was filed on April 11, 2003.  On
April 23, the plaintiffs served Exide with document requests,
interrogatories, and requests for admissions.  On May 5, Exide
answered the complaint.  Trial was initially scheduled for May 27,
but was subsequently postponed until June 25.

In accordance with Section 330(a) of the Bankruptcy Code,
compensation will be payable to Skadden Arps on an hourly basis,
plus reimbursement of actual, necessary expenses and other charges
incurred.  The principal attorneys in charge of supervising
Skadden Arps' engagement by the Debtors and their current standard
hourly rates are:

       Robert B. Pincus          Partner        $710
       Edward P. Welch           Partner         685
       Edward B. Micheletti      Associate       395
       Seth M. Beausang          Associate       290
       T. Victor Clark           Associate       265
(Exide Bankruptcy News, Issue No. 25; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


FLEMING COMPANIES: Inks Definitive Asset Purchase Pact with C&S
---------------------------------------------------------------
Fleming Companies, Inc. and C&S Wholesale Grocers, Inc. have
signed a definitive asset purchase agreement to sell Fleming's
wholesale grocery business to C&S. The agreement includes
substantially all of the assets of the Fleming wholesale grocery
business, other than accounts receivable and certain other assets.
The estimated purchase price is expected to be $400 million.

The definitive asset purchase agreement is subject to, among other
things, satisfactory completion of due diligence, C&S obtaining
financing and U.S. Bankruptcy Court approval. Fleming intends to
file the asset purchase agreement with the U.S. Bankruptcy Court
in Delaware.

Pete Willmott, Interim President and Chief Executive Officer,
said, "We committed to identify a long-term solution for our
grocery wholesale customer, associate, and creditor constituents.
We are pleased to have begun operating under the recently signed
supply arrangement with C&S and to have executed the asset
purchase agreement. We view these as significant steps in
delivering on our commitment."

Fleming has filed a motion with the U.S. Bankruptcy Court to
establish the procedures for the sale of Fleming's grocery
wholesale operations. The motion seeks approval of the sale
process at a hearing scheduled for July 17, 2003. The sale
procedure includes the process for other possible bidders to
submit offers to purchase all or part of Fleming's grocery
wholesale business, which would be due by July 28, with an auction
to follow on July 31. The final sale hearing would be held
August 4 and the closing date for the sale would be expected
shortly thereafter.

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

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

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


FLEMING COMPANIES: Lease Decision Period Extended Until Sept. 30
----------------------------------------------------------------
HODA LLC leases these premises to Fleming Companies, Inc., and its
debtor-affiliates:

    a. TX-340 8282 Spring Valley Road, Dallas, Texas;
    b. TX-341 5401 Park Springs Blvd., Arlington, Texas; and
    c. TX-342 9920 White Settlement Road, Ft. Worth, Texas

The store at 8282 Spring Valley Road, Dallas, Texas is currently
closed and, except for a few fixtures, the Debtors have vacated
the premises.  At this time, Jack D. Mattey, Esq., at Ferry,
Joseph & Pearce, P.A., in Wilmington, Delaware, tells the Court
that HODA has a contract to sell the Spring Valley property.  The
contract to sell the Spring Valley property is subject to and
contingent on the immediate rejection of the lease.

Based on the current economic conditions in the Dallas area, HODA
believes that it will be very difficult to find another similar
buyer for the property.  Mr. Mattey relates that the current
contract that requires HODA to sell the Spring Valley property
provides a rare opportunity to avoid a significant loss, which
would otherwise occur if the Debtors reject the lease.  Granting
the Debtors an extension of time with respect to the Spring
Valley store lease may unfairly prejudice HODA's rights with
respect to this property and cause it irreparable harm, Mr.
Mattey states.  Consequently, HODA wants the Debtors to
immediately reject the Spring Valley store lease.

Mr. Mattey advises the Court that HODA takes no position at this
time regarding the assumption, assignment or rejection, or the
granting of an extension of time to assume, assign or reject its
other two leases with the Debtors so long as the Debtors and
their tenants comply with the terms of the leases.

                Regency Doesn't Like It Either

Regency Center LP asserts that the Debtors have had more than
enough time and opportunity during the nearly three months in
their cases to determine whether to assume or assign its lease.
Regency explains that the Debtors are no longer supplying the
premises with goods for sale.

Regency leased to the Debtors the premises at Pasco Village
Shopping Center in Scottsdale, Arizona.  Debtor ABCO Food Group
Inc., in turn, subleased the premises to R.S. Dale Corporation,
which operates a retail grocery store at the premises under the
trade name IGA.

Regency reports that IGA customers and employees are leaving in
droves and the store is likely to go dark very shortly.  In
addition, based on the Debtors decision to withdraw from the
retail supermarket business and minimize their wholesale business
in Arizona, it appears clear that the Debtors will not be
reorganizing around the Pasco Village premises.  Under these
circumstances, Regency contends that the Debtors should not be
permitted to extend the time to determine whether to assume or
reject the lease.

                         *     *     *

After due deliberation, Judge Walrath extends the Debtors' time
to decide on their leases through and including September 30,
2003, except with respect to the HODA and Regency leases.  This
is without prejudice to the Debtors' rights to request further
extensions.  Judge Walrath will hold another hearing to consider
HODA's and Regency's objections on July 17, 2003. (Fleming
Bankruptcy News, Issue No. 8; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


FOCAL COMMS: Emerges from Chapter 11 Reorganization Proceedings
---------------------------------------------------------------
Focal Communications Corporation announced that its financial
restructuring is complete and that it has emerged from Chapter 11
protection. The Company's Second Amended Joint Plan of
Reorganization was approved June 19, 2003, by the Federal
Bankruptcy Court, becoming effective only six months after the
initial plan was filed.

Kathleen Perone, Focal's President and Chief Executive Officer,
said, "The Company's performance during our Chapter 11 proceedings
was impressive, and for this we thank our employees, creditors,
vendors, and especially our customers who stayed with us and, in
many cases, grew their business with Focal during the six months
since we filed. With the reorganization complete, we intend to
continue to grow our customer base and revenue per customer, as
well as improve operational efficiencies."

Focal said its strategy for future success includes increasing
revenue per line, not just the total number of lines in service.
The Company's objective is to increase the efficiency of the
network and improve gross margins through expanded product
penetration into the existing customer base. Layering additional
services such as long distance, toll free, and conference calling
onto customers' existing connections enables Focal to meet
customers' diverse communications needs in a capital efficient
manner, the Company said.

"Our outlook is upbeat, and our prognosis healthy," Perone
commented. "At the end of the day, we are measured in the
marketplace by the reliability of our network and the quality of
service we provide. The support we have received from our
customers demonstrates how well we have delivered on these two
metrics. We intend to continue leveraging these competencies as we
move forward and grow as a profitable business."

The Company said it reported positive EBITDA results of $7.3
million in the first quarter 2003.

Focal Communications Corporation is a national telecommunications
provider serving enterprises, carriers and resellers with
dedicated local sales and support, a robust national network, and
innovative voice and data solutions in 23 U.S. markets.


FOSTER WHEELER: S&P Sees Diminishing Liquidity & Junks Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Foster Wheeler Ltd., to 'CCC-' from 'B' and removed the
rating from CreditWatch, where it was placed on May 30, 2003.
Other ratings were also lowered. At March 28, 2003, Perryville,
New Jersey-based Foster Wheeler had approximately $1.2 billion of
debt securities outstanding. The outlook is negative.

"We expect that Foster Wheeler's modest domestic liquidity will
further diminish in the next few quarters because construction
activities will use working capital at a faster pace than new
awards will provide cash sources," said Standard & Poor's credit
analyst Joel Levington. "Diminishing liquidity, within the context
of an onerous debt burden, weak end-market fundamentals, virtually
no access to the capital markets, rising asbestos claims, and a
significantly underfunded pension may force the company to pursue
a financial restructuring or file for bankruptcy protection."

Foster Wheeler's current management has taken several steps to
implement more rigorous controls, has reduced overhead costs, and
has written down more than $1 billion of assets in the past five
quarters. Still, changing a global corporate culture amid weak
market fundamentals has proven quite challenging.

The company's backlog is not expected to grow in the next few
quarters, the negative working capital position on the projects
that have created these liabilities will start to reverse as
construction activities begin, which will further deplete Foster
Wheeler's cash balances. With the majority of the firm's cash
located oversees, only a portion of which can be easily
repatriated, and a meaningful amount of construction-related
liabilities tied to domestic projects, the company may soon find
itself in a liquidity crunch.

Ratings could be lowered shortly should the company pursue a
financial restructuring to help alleviate its distressed financial
position.


FOSTER WHEELER: Says S&P's Rating Won't Trigger Loan Defaults
-------------------------------------------------------------
Foster Wheeler Ltd. (NYSE: FWC) announced that the change of
Standard & Poor's rating on the company's corporate credit to
'CCC-' from 'B' does not trigger any defaults under Foster
Wheeler's existing credit facility and the company will continue
to conduct its business as usual.

"We remain focused on managing liquidity, reducing debt and
improving the company's balance sheet," said Ken Hiltz, Chief
Financial Officer of Foster Wheeler. "We are well aware of the
issues cited by S&P and are working aggressively to complete our
restructuring in early 2004, if not sooner. We believe that our
current liquidity is adequate and while liquidity will become more
challenging in the fourth quarter, we have plans in place and
believe we are taking appropriate steps to deal with our liquidity
issues going forward."

Mr. Hiltz added, "Contrary to the information contained in the S&P
release, Foster Wheeler continues to have access to its domestic
revolving credit facility. Additionally, our foreign business
units are stand-alone operations with access to their own credit
facilities. They have adequate liquidity and capital to continue
to operate without support from the parent company or our
operations in North America. During the past 18 months, we have
made significant progress in restructuring the company's
operations. We still have work to do and believe we are taking the
appropriate actions to position Foster Wheeler for a return to
profitable growth and financial health."

Foster Wheeler Ltd. is a global company offering, through its
subsidiaries, a broad range of design, engineering, construction,
manufacturing, project development and management, research, plant
operation and environmental services. The corporation is based in
Hamilton, Bermuda, and its operational headquarters are in
Clinton, N.J. For more information about Foster Wheeler, visit its
site at http://www.fwc.com


GENTEK: Wins Blessing to Pay Exit Financing Due Diligence Fees
--------------------------------------------------------------
GenTek, Inc. and Noma Company obtained the Court's permission to
pay up to $750,000 in due diligence expenses to be incurred by
certain prospective lenders in developing and issuing a commitment
for a potential exit facility.

The Debtors and their financial advisor, Lazard Freres & Co. LLC,
have solicited proposals from prospective lenders for potential
exit financing facilities to ensure the most cost-effective means
of raising funds for the Debtors' emergence from Chapter 11.  To
date, the Debtors have received exit facility proposals from five
prospective lenders.  Each of the Exit Facility Proposals:

   (a) are conditioned on the lender's performance of further due
       diligence; and

   (b) contain a provision, which requires the Debtors to
       reimburse the lender for certain amounts expended.

After reviewing the proposals, the Debtors intend to continue
further negotiations with the two lenders that submit the most
favorable proposals.

Based on their review of the Exit Facility Proposals, the Debtors
estimate that costs on account of due diligence expenses should
not exceed $750,000. (GenTek Bankruptcy News, Issue No. 16;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


HORNBECK OFFSHORE: Ratings Affirmed Following Asset Acquisition
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on oil and
gas services company Hornbeck Offshore Services Inc.(B+\Stable\--)
following its announced acquisition of five offshore supply
vessels for $45 million.

The outlook remains stable.

Mandeville, Louisiana-based Hornbeck is expected to have about
$214 million of debt at the close of the transaction.

"The transaction was funded with $39 million cash and $6 million
of Hornbeck privately issued common stock," noted Standard &
Poor's credit analyst Paul B. Harvey. "At the close of the
transaction, Hornbeck's credit facility borrowing base expanded to
$50 million, from which the $39 million was drawn," he continued.
Also post-acquisition, Hornbeck received cash payments or
irrevocable, unconditional, binding subscriptions for $30 million
in common stock to partly defray acquisition-related costs and
other future needs.

Liquidity should improve during the remainder of 2003 and 2004 as
Hornbeck uses free cash flow to repay bank debt, with no
additional OSV new vessel programs expected. However, Hornbeck's
liquidity could weaken if Gulf of Mexico industry conditions
continue to decline, especially in 2004, forcing Hornbeck to rely
on weakening day rates in the spot market and diminished free cash
flow for debt repayment.

The stable outlook reflects Hornbeck's limited, near-term need for
external financing and adequate liquidity to fund construction
commitments and debt service. No positive rating actions are
likely until Hornbeck reduces its contract renewal risk and
further ameliorates its high debt leverage. (Conversely, a failure
to enter into new long-term contracts during the next 12 months
could pressure the ratings.) If Hornbeck finds contract work at
favorable rates for its new vessels during 2003 and 2004,
and can deleverage through either an IPO or other means, a
positive outlook revision or ratings upgrade could occur.


ICIFC: Fitch Drops Series 1997-2 Class B5 Rating Down to D
----------------------------------------------------------
Fitch Ratings downgrades one class and affirms five classes from
ICIFC (Impac) Secured Assets Corp. mortgage pass-through
certificates, series 1997-2:

ICIFC (Impac) Secured Assets Corp. mortgage pass-through
certificates, series 1997-2:

        -- Class AI & AII affirmed at 'AAA';

        -- Class B1 affirmed at 'AAA';

        -- Class B2 affirmed at 'AAA';

        -- Class B3 affirmed at 'AAA';

        -- Class B4 affirmed at 'BB+';

        -- Class B5 downgraded to 'D' from 'CCC'.

These actions are taken due to the high delinquencies in relation
to the applicable credit support levels as of the June 25, 2003
distribution.


IMPERIAL PLASTECH: A.G. Petzetakis Acquires Debt from Laurentian
----------------------------------------------------------------
Imperial PlasTech Inc. (TSX: IPQ) announced that A.G. Petzetakis
SA, a significant shareholder of Imperial PlasTech, completed the
acquisition of all the indebtedness of Imperial PlasTech and its
subsidiaries owed to Laurentian Bank of Canada, the creditor that
moved to commence the Interim Receivership proceedings against
Imperial PlasTech and its subsidiaries. A.G. Petzetakis purchased
the indebtedness, together with all related security therefore,
for approximately $3.1 million, being the total indebtedness of
Imperial PlasTech to Laurentian Bank of Canada, plus the bank's
costs and expenses.

On June 19, 2003, A.G. Petzetakis entered into an agreement to
purchase all of the indebtedness of Imperial PlasTech and its
subsidiaries owed to Laurentian Bank of Canada. As part of the
loan purchase transaction, A.G. Petzetakis elected to proceed with
a restructuring of Imperial PlasTech and its subsidiaries and,
accordingly, the Interim Receiver filed, on behalf of Imperial
PlasTech and its subsidiaries, for protection from creditors under
the Companies' Creditors Arrangement Act on June 3, 2003. The CCAA
process is anticipated to enable Imperial PlasTech to restructure
its balance sheet and costs to complete the reorganization of its
plastic manufacturing business.

With the completion of the acquisition, the Interim Receiver was
discharged, except with respect to the sale of certain property of
Imperial PlasTech and its subsidiaries.

As a result of the CCAA order, Imperial PlasTech is being directed
by a Board comprised of Messrs. Peter J. Perley, Mark Weigel and
William Thomson, with Mr. Perley being the Chairman of the Board,
and being restructured by Mr. Perley, as Chief Restructuring
Officer, in conjunction with the Board. Following discussions with
the Toronto Stock Exchange, Imperial PlasTech has been advised
that trading in the common shares of Imperial PlasTech on the TSX
will be reinstated at the opening of trading on July 9, 2003.

Imperial PlasTech and its subsidiaries are 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, Imperial
PlasTech intends to focus on the growth of its core businesses
while assessing any non-core businesses. For more information,
please access the Imperial PlasTech's Web site at
http://www.implas.com


ISTAR FINANCIAL: Commences 7-7/8% Preferred Share Offering
----------------------------------------------------------
iStar Financial Inc., (NYSE: SFI) has commenced an underwritten
public offering of 5,600,000 shares of its 7-7/8% Series E
Cumulative Redeemable Preferred Stock. Each share of Series E
Preferred Stock will have a liquidation preference of $25.00 per
share. The offering is being managed by Bear, Stearns & Co. Inc.

The Series E Preferred Stock is being sold in exchange for
2,800,000 shares of iStar Financial's 9.5% Series A Cumulative
Redeemable Preferred Stock, having a liquidation preference of
$50.00 per share. iStar Financial will not receive any cash
proceeds from the offering.

iStar Financial (S&P/BB+/Positive) is the leading publicly traded
finance company focused on the commercial real estate industry.
The Company provides custom-tailored financing to high-end private
and corporate owners of real estate nationwide, including senior
and junior mortgage debt, senior, mezzanine and subordinated
corporate capital, and corporate net lease financing. The Company,
which is taxed as a real estate investment trust, seeks to deliver
a strong dividend and superior risk-adjusted returns on equity to
shareholders by providing innovative and value-added financing
solutions to its customers. Additional information on iStar
Financial is available on the Company's Web site at
http://www.istarfinancial.com


KAISER ALUMINUM: Sues Pechiney World Citing Breach of Contract
--------------------------------------------------------------
Pechiney World Trade USA's failure to deliver critical materials
prompted Kaiser Aluminum Corporation and its debtor-affiliates to
file an adversary complaint for breach of contract.  The Debtors
relied on Pechiney to provide key raw materials used in the
production of aluminum products.  When Pechiney failed to deliver,
the Debtors were forced to cover the raw materials with other more
expensive sources.

Pechiney is a division and trading arm of the French aluminum
conglomerate, Pechiney Group.  Pechiney is a dealer and
distributor of aluminum products, which it obtains from its parent
company, affiliates and independent sources.

In the fall of 2000, the Debtors determined to stop production at
its raw aluminum producing facilities.  To meet its continued
needs for that form of aluminum, the Debtors contacted Pechiney
in November 2000.  Accordingly, the parties entered into a supply
contract.  Under the agreement, Pechiney supplies the Debtors
with aluminum of "North American Origin" priced at the MWTP
average for the contractual month of delivery.  Pechiney promised
to deliver to the Debtors its declared monthly volume of aluminum
up to 2,500 metric tons, shipped to certain destinations
beginning in January 2001 and ending in December 2001.

As part of the contract, the Debtors faxed and e-mailed several
orders to Pechiney, including orders dated November 30, 2000,
December 15, 2000, and January 15, 2001.  In these orders, the
Debtors specifically stated that a General Terms and Conditions
of Purchase of Kaiser would govern the agreement between the
parties.  The contract was acknowledged by the parties' subsequent
conduct, including Pechiney's delivery of aluminum to the Debtors
and their payment for Pechiney's shipments.

During the latter part of November 2000, the Debtors became
concerned that an aluminum plant in Columbia Falls, Montana --
from which Pechiney planned to obtain aluminum to fulfill its
contractual obligations -- might be decreasing production.  By
doing so, the plant in Columbia Falls could reduce its use of
electricity and sell its unused electricity on the open market.
At the time, the market for electricity in the Western United
States was turbulent.  The risk that the Columbia Falls plant
would reduce its production was known and foreseeable to Pechiney
before it contracted with the Debtors.  In fact, the Columbia
Falls plant had reduced its production levels in September 2000
in order to return electricity to the open market.

The Debtors spoke with Pechiney personnel about the potential for
decreased production from the Columbia Falls plant.  The Pechiney
personnel assured the Debtors that Pechiney would fulfill the
contract and would not contend that any power crisis in California
excused Pechiney's performance under the agreement. Throughout the
contract period, the Debtors informed Pechiney that while they
understood that aluminum would be supplied from the Columbia Falls
plant, there was nothing unique about aluminum from that plant.
The Debtors expected that Pechiney would fulfill the terms of the
agreement regardless of the source as long as the metal met their
specifications.

In January 2001, the Columbia Falls plant announced that it was
ending production.  The Debtors immediately sought assurances
from Pechiney that it would continue to fulfill its continued
obligations to supply aluminum.  The Debtors informed Pechiney
that a voluntary decision by a supplier to curtail production did
not excuse its contractual obligations.

Pechiney supplied aluminum through March 2001 from existing
inventory.  After March 2001, however, Pechiney declined to
supply the Debtors with aluminum at contract price.  Pechiney
claimed that the economic decision by its supplier to curtail
production at its Columbia Falls plant constituted a force
majeure event.  Accordingly, the Debtors sought to cover their
aluminum needs from other sources.  While they were able to cover
in the open market, they were required to do so at an increased
cost that exceeded $1,000,000.

Pechiney, the Debtors observe, is seeking to excuse its failure
to perform by pointing to a supplier's foreseeable, economic
decision to curtail production.  But this excuse cannot shield
Pechiney from liability.  The Debtors demand more than $1,000,000
in judgment from Pechiney for the damages they incurred plus
interest and the cost of the suit. (Kaiser Bankruptcy News, Issue
No. 29; Bankruptcy Creditors' Service, Inc., 609/392-0900)


KMART CORP: Seeks Entry of Final Decree Closing 16 Unit's Cases
---------------------------------------------------------------
Kmart Corporation and its debtor-affiliates ask the Court to issue
a final decree pursuant to Section 350(a) of the Bankruptcy Code
and Rule 3022 of the Federal Rules of Bankruptcy Procedure closing
16 cases for debtors that ceased to have a separate corporate
existence pursuant to the restructuring transactions under Kmart's
confirmed reorganization plan:

     1. Big Beaver of Caguas Development Corporation,
     2. Big Beaver of Caguas Development Corporation II,
     3. Big Beaver of Carolina Development Corporation,
     4. Builders Square Inc.,
     5. ILJ Inc.,
     6. JAF Inc.,
     7. Kmart CMBS Financing Inc.,
     8. Kmart Financing I,
     9. Kmart Holdings Inc.,
    10. Kmart Michigan Property Services LLC,
    11. Kmart of Amsterdam NY Distribution Center Inc.,
    12. Kmart Pharmacies of Minnesota Inc.,
    13. Kmart Pharmacies Inc.,
    14. PMB Inc.,
    15. Sourcing and Technical Services Inc., and
    16. Troy CMBS Property LLC

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom, explains that these 16 estates have been fully administered
pursuant to the Plan.  All of the assets, if any, of these
entities have been merged into the surviving Reorganized Debtors.
According to Mr. Butler, these Debtors no longer have any
corporate existence and all claims, if any, against them are
deemed by the Plan to be against a single, substantively
consolidated estate.  Mr. Butler notes that all responsibilities
for administering the Plan, resolving claims and making
distributions to creditors lie with the surviving Reorganized
Debtors and the Kmart Creditor Trust.  Hence, it is appropriate to
close these cases at this time. (Kmart Bankruptcy News, Issue No.
59; Bankruptcy Creditors' Service, Inc., 609/392-0900)


LEVEL 3 COMMS: Completes 2.875% Convertible Senior Note Offering
----------------------------------------------------------------
Level 3 Communications, Inc. (Nasdaq: LVLT) has completed the
offering of $373.75 million aggregate principal amount of its
2.875% Convertible Senior Notes due 2010 in an underwritten public
offering.

The final offering amount included the exercise by the
underwriters of their option to purchase up to an additional
$48.75 million aggregate principal amount of the notes solely to
cover over-allotments.

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

The Convertible Senior Notes are convertible into shares of the
company's common stock at a conversion price of $7.18 per share.

The offering was underwritten by Citigroup, Credit Suisse First
Boston, JPMorgan, Merrill Lynch & Co. and Morgan Stanley.
Citigroup acted as the sole book running manager for the offering.

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

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

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

As reported in Troubled Company Reporter's July 3, 2003 edition,
Standard & Poor's Ratings Services assigned its 'CC' rating to
Level 3 Communications Inc.'s proposed shelf drawdown of $250
million convertible senior notes due 2010. All ratings on the
company are affirmed. The outlook is negative.

Although cash proceeds improve Level 3's liquidity, Standard &
Poor's is still concerned about the company's ability to withstand
prolonged industry weakness, and risk from its acquisition
strategy.


LEVI STRAUSS: Fitch Cuts Unsec. Debt & Facility Ratings to BB-/B
----------------------------------------------------------------
Levi Strauss & Co.'s secured bank facility rating is lowered to
'BB-' from 'BB' and its senior unsecured debt rating is lowered to
'B' from 'B+' by Fitch Ratings. As of May 25, 2003, Levi had about
$1.7 billion in senior unsecured debt and $368 million in bank
debt outstanding. The Rating Outlook is Negative, reflecting the
continued challenges Levi faces in stimulating top-line sales
growth and maintaining operating margins.

The rating action reflects Levi's revised sales and earnings
outlook for 2003, which anticipate softer, sales coupled with
higher debt levels. As a result, credit measures will weaken from
year-end 2002 levels. Also considered is the weak retail
environment, which shows no signs of easing. These factors are
weighed against Levi's solid brands with leading market positions
as well as the geographic diversity of its revenue base and
sufficient cash flow generation to meet capital needs.

In connection with its second quarter earnings release, Levi
announced that sales for fiscal 2003 are now expected to be flat,
whereas sales had previously been expected to grow 2-5%. Softer
sales are attributed to weak retail consumer spending. In
particular, the department store channel, Levi's primary
distribution channel, has been persistently weak in 2003 as
consumers diversify their shopping patterns to include other
channels. While operating margins are expected to be maintained in
the range of 8-10%, the sales decline will result in operating
profit being down. In addition, though debt levels were
anticipated to rise, in part due to Levi's entry into the mass
channel with its Levi Strauss Signature brand, the earnings
shortfall and higher inventory levels from the weak retail
environment are leading to a greater than originally expected
increase in debt at year-end. As a result, credit protection
measures at fiscal year-end 2003 are expected to weaken
considerably from fiscal 2002 levels where leverage was reported
at 3.6 times and coverage at 2.7x. Due to these changes, Levi also
amended its bank credit facility to provide easier covenant
levels.

Though market share has slipped over the last few years, the
Levi's brand remains one of the most well-recognized brand names
in the world and its products continue to hold leading positions
in most markets. Denim products account for the majority of Levi's
sales, however, the company's Dockers brand, which accounted for
about 25% of revenues, holds the number one market position for
khaki pants in the U.S. In addition, Levi continues to introduce
more innovative product, such as Type 1 jeans, but the ability of
the company to differentiate itself from its competition with an
ongoing line of more fashionable products and an updated image
remains key to its future success. With products sold in about 100
countries worldwide, Levi also benefits from the geographic
diversification of its revenue base.


LTV CORP: Brings-In Professional Solutions as Tax Accountants
-------------------------------------------------------------
The LTV Corporation and its debtor-affiliates ask Judge Bodoh for
permission to employ Professional Solutions LLC as tax accountants
in these estates, nunc pro tunc to January 15, 2003.

Shana F. Klein, Esq., at Jones Day in Cleveland, says that the
Debtors do not have the internal resources necessary to prepare
and process annual income tax, franchise tax, and other tax
returns required by applicable federal, state and local tax laws
and regulations, and to perform the work which is incidental to
the preparation and processing of these returns.  As a result, the
Debtors traditionally have used outside accounting firms to
provide these services.

Ms. Klein reminds Judge Bodoh that he previously approved the
employment of Jefferson Wells International, Inc., as these
estates' tax accountants.  Ms. Klein says that the employment of
Jefferson Wells "was concluded" without offering any further
details.  Accordingly, the Debtors do not have any professionals
to perform these services at this time.

Regarding the lengthy delay in presenting this application for
employment, Ms. Klein explains that PSLLC began performing tax
services for LTV Steel in January 2003.  On February 3, 2003,
Jefferson Wells filed a complaint in the Cuyahoga County Court of
Common Please requesting that the Court restrain and enjoin PSLLC
from using confidential information and trade secrets obtained
while the PSLLC personnel were employed by Jefferson Wells.  On
February 7, 2003, the Court of Common Pleas signed an order
granting Jefferson Wells' request for a temporary restraining
order, but providing that PSLLC could continue providing services
to LTV Steel.  On April 30, 2003, a consent decree and agreed
dismissal was entered.  Accordingly, although PSLLC was performing
tax services to the Debtors since January 15, 2003, LTV Steel was
restrained from employing PSLLC until the PSLLC litigation was
finally resolved.

                         The Services

The Debtors anticipate that PSLLC will provide these tax services:

       (a) Load trial balances into applicable computer software;
       (b) Prepare state apportionment information and enter that
           information into the software;
       (c) Prepare federal, state, local and foreign income and
           franchise tax returns, extensions, estimates and
           related work papers and documentation;
       (d) Process tax returns;
       (e) Perform account analysis and reconciliation for the
           appropriate tax treatment; and
       (f) Assist with other work relating to the tax returns,
           tax audits or other analysis as the Debtors may
           request from time to time.

                         Compensation

Subject to the Court's approval and under the terms and conditions
of the engagement letter, PSLLC intends to charge a flat hourly
rate for each professional, depending on the level of experience
required for the applicable tasks.  The specific professional
levels and hourly billing rates are:

              Staff Tax Compliance Professional   $  54.00
              Senior Tax Compliance Professional     64.00
              Senior Tax and Accounting Specialist   69.00

The PSLLC professionals will not work in excess of 40 hours in one
workweek without the prior, written authorization of LTV Steel.
PSLLC Professionals' time will be billed at these rates for each
hour up to and including 40 hours worked in one workweek.  For all
hours worked in excess if 40 hours in one workweek, these rates
will apply:

              Staff Tax Compliance Professional   $  71.00
              Senior Tax Compliance Professional     86.00
              Senior Tax and Accounting Specialist   94.50

Under the terms of the engagement letter, the Debtors or PSLLC may
terminate PSLLC's engagement at any time.  Upon termination,
however, the Debtors will remain obligated to pay any accrued fees
and expenses as of the effective date of the termination.  Any
dispute between the Debtors and PSLLC must be brought in this
Bankruptcy Court or, if the reference to the Bankruptcy Court is
withdrawn, the District Court for the Northern District of Ohio.
If the Bankruptcy Court or the District Court does not retain
jurisdiction, any controversy will be resolved by arbitration
under the commercial arbitration rules of the American Arbitration
Association.

The Debtors made no payments to PSLLC during the year immediately
preceding the Petition Date.  Post-petition, PSLLC billed LTV
Steel:

                 (a) $5,906.40 for work in January 2003;
                 (b) $24,824.00 for work in February 22003;
                 (c) $46,037.82 for work performed in March 2003;
                     and
                 (d) $48,248.44 for work performed in April 2003.

As of May 16, 2003, LTV Steel has paid the January and February
bills in their entirety, and has paid $36,830.26 of the March
bill, and $38,598.75 (or 80%) of the April bill.

David M. Hill, Managing Member of PSLLC, avers to Judge Bodoh that
PSLLC is not and has not been employed by any entity, other than
the Debtors, in matters related to these chapter 11 cases.  From
time to time, PSLLC might in the future perform services for
interested parties in these cases, but unrelated to the matters
for which PSLLC is to be employed.

Undeterred by the delay in the presentation of this application,
Judge Bodoh grants it. (LTV Bankruptcy News, Issue No. 50;
Bankruptcy Creditors' Service, Inc., 609/392-00900)


MAGELLAN HEALTH: Court Clears Proposed Info Blocking Procedures
---------------------------------------------------------------
The Official Committee of Unsecured Creditors, appointed in the
chapter 11 cases of Magellan Health Services, Inc. and debtor-
affiliates, sought and obtained Court approval of information
blocking procedures that will allow institutional creditors'
committee members to continue trading in Magellan securities while
serving on the Committee.

Specifically, Judge Beatty rules that those Committee members 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
Magellan's Securities during the pendency of these Chapter 11
cases, provided that any Securities Trading Committee Member
carrying out the trades establishes, effectively implements, and
adheres to Screening Wall and other information-blocking policies
and procedures approved by the Office of the United States
Trustee and the Court.

Michael S. Stamer, Esq. at Akin Gump Strauss Hauer & Feld LLP, in
New York, emphasizes that these procedures will not have any
impact on, or prohibit, curtail or restrict, the trading
practices of a Committee member's affiliates.

Mr. Stamer relates 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, among other things, such features as 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 such
Securities Trading Committee Member's trading in Securities in
advance of such trades.

Although the Committee members owe fiduciary duties to the
creditors of these estates, Mr. Stamer tells the Court that the
Securities Trading Committee Members also may have fiduciary
duties to maximize returns to their clients through trading
securities.  Thus, if a Securities Trading Committee Member is
barred from trading in Magellan's 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
its fiduciary duty to its 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 the non-service on the Committee and possibly
compromising its responsibilities by taking a less active role in
the reorganization process.

Mr. Stamer states that any Committee member that wishes to trade
in Magellan's 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 Court-approved information blocking procedures.
(Magellan Bankruptcy News, Issue No. 10: Bankruptcy Creditors'
Service, Inc., 609/392-0900)


MEGO FINANCIAL: Files for Chapter 11 Reorganization in Nevada
-------------------------------------------------------------
Mego Financial Corp. (Pink Sheets:LESR), doing business as Leisure
Industries Corporation of America and its subsidiaries Leisure
Homes Corporation, Leisure Services Corporation, Leisure Resorts
Corporation and Atlantic Development Corporation, filed a
voluntary petition to reorganize under Chapter 11 of the United
States Bankruptcy Code in the U.S. Bankruptcy Court for the
District of Nevada.

Leisure Industries said the filing was made as the prospect of
obtaining long-term financing lessened significantly, as well as
the challenges from loan defaults in the recent past.

The company also said that it expects to present its plan for
Debtor in Possession financing to the court by the end of the
week.

Steven D. Stern, executive vice president, Ballard Communications
and chief spokesperson for Leisure Industries, said, "After
reviewing all available options, management concluded that a
filing was necessary to preserve the assets and values of Leisure
Industries' operations and to protect the interest of its key
constituencies, namely our employees, suppliers, customers, and
creditors.

"In Chapter 11, Leisure Industries and its subsidiaries expect to
continue operating as the 'debtor in possession,'" added Stern.

"As far as the company's customers are concerned, we will continue
to provide them with world-class timeshare facilities and
associated services delivered without interruption and on
schedule. Moreover, we have worked at maintaining close
relationships with our vendors and we expect continued support
from this group as we move forward in the days and months ahead,"
he said, adding that "our employees should notice little or no
difference in their jobs as we move through this challenging
period."

Leisure Industries is a full-service, vertically integrated
vacation solutions provider specializing in travel and tourism
packages, the development and operation of vacation ownership
resorts, marketing land for use as vacation home sites, and
providing consumer financing to purchasers of vacation ownership
interests and land parcels through its wholly owned subsidiary,
Leisure Homes Corporation. Leisure Industries is headquartered in
Las Vegas, Nevada, and has properties in Arizona, California,
Nevada, New Jersey, Colorado, Florida and Hawaii. For more
information on the Leisure Industries family of companies, visit
http://www.leisureindustries.com


MEGO FINANCIAL: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Mego Financial Corp.
             2280 Corporate Circle
             Henderson, Nevada 89074
             dba Leisure Industries Of America

Bankruptcy Case No.: 03-52300

Debtor affiliates filing separate chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Leisure Homes Corporation                  03-52301
        Leisure Resorts Corporation                03-52302
        Leisure Services Corporation               03-52303
        Atlantic Development Corporation           03-52304

Type of Business: Vacation time share resorts sales and management

Chapter 11 Petition Date: July 9, 2003

Court: District of Nevada (Reno)

Judge: Gregg W. Zive

Debtors' Counsel: Stephen R Harris, Esq.
                  Belding, Harris & Petroni, Ltd.
                  417 W Plumb Lane
                  Reno, NV 89509
                  Tel: (775) 786-7600

                                   Total Assets:  Total Debts:
                                   -------------  ------------
Mego Financial Corp.               $455,179       $39,319,861

                           Estimated Assets:   Estimated Debts:
                           -----------------   ----------------
Leisure Homes Corp.        More than $100MM    More than $100MM
Leisure Resorts Corp.      $1MM to $10MM       $1MM to $10MM
Leisure Services Corp.     $0 to $50,000       $1MM to $10MM
Atlantic Development       $0 to $50,000       $10MM to $50MM

A. Leisure Homes Corp.'s 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Sovereign Bank              Interest Rate Swaps     $6,500,000
16 Westminster Street
Providence, RI 02903
Attn: John Bear
Las Vegas, NV 89121
Tel: 401-752-1020

Concord Servicing Corp.     Goods/Services            $506,734
6560 North Scottsdale Road
Suite G100
Paradise Valley, AZ 852

Grand Flamingo Suites       Promissory Note           $500,000
Owners Association
2080 Corporate Circle
Henderson, NV 89074
Attn: M.G. Jones
Tel: 702-992-3649

Mastercorp, Inc.            Goods/Services            $361,728
3505 N. Main Street
PO Box 4027
Crossville, TN 89074
Las Vegas, NV 89109
Tel: 702-699-7531

Grand Flamingo Plaza         Promissory Note          $361,728
Owners Association
2080 Corp. Circle
Henderson, NV 89074
Attn: M.G. Jones
Tel: 702-992-3649

Plaza Construction Corp.     Professional Fees        $299,324
260 Madison Avenue
New York, NY 10016

Sierra Health & Life         Goods/Services           $254,742
Insurance
PO Box 15645
Las Vegas, NV 89114-564

American International Cos.  Goods/Services           $248,801

Greenberg Traurig            Goods/Services           $218,725

TA/Western LLC               Goods/Services           $214,276

The Rouse Company - Fashion  Goods/Services           $213,762
Show Mall

Suites at Steamboat Owners   Promissory Note          $200,000
Assoc.

Sahara Hotel & Casino        Goods/Services           $162,000

First Insurance Funding      Goods/Services           $153,546
Corp.

American Georgian Services   Goods/Services           $141,970
Inc.

White Sands Waikiki Resort   Goods/Services           $130,000
Club Owners Association

Hilltop Resort Owners        Goods/Services           $125,000
Assoc.

Textron Financial Corp.      Goods/Services           $120,589

National Food Services       Goods/Services           $114,309

Best Bet                     Goods/Services           $108,300

B. Leisure Resorts Corp.'s 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Coca Cola Bottling Co. -    Goods/Services             $19,482
Colorado

Young Electric Sign Co.     Goods/Services              $5,250

Timeshare Ware              Goods/Services              $5,124

Chandler Signs, L.P.        Goods/Services              $4,830

Monarch Promotions          Goods/Services              $4,160

Total Identity Group        Goods/Services              $3,485

Friendly Ford, Inc.         Goods/Services              $3,189

AT&T Wireless, Inc.         Goods/Services              $3,099

Textron Fin'l Corp.         Goods/Services              $2,700

The Cawley Company          Goods/Services              $2,590

Fleming Convenience         Goods/Services              $2,152

XO Comms                    Goods/Services              $2,147

American Resort Dev't       Goods/Services              $1,935

United Parcel Service       Goods/Services              $1,560

South Jersey Awning & Signs Goods/Services              $1,280

The Hertz Corp.             Goods/Services                $980

Office Depot                Goods/Services                $783

M&F Enterprises, Inc.       Goods/Services                $758

Broadwing Comms, Inc.       Goods/Services                $525

Glass Systems               Goods/Services                $363

C. Leisure Services Corp.'s 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Mastercorp, Inc.            Goods/Services          $1,085,184
3505 N. Market Street
PO Box 4027
Crossville, TN 38557

Textron Financial Corp.     Promissory Note           $986,674
40 Westminster Street
Providence, RI 2940

Jozac Business Center, LLC  Lease Agreement         $1,666,959
351 Rolling Oaks Drive
Suite #103
Thousand Oaks, CA 91361

First American Title        Goods/Services            $670,662
Insurance
1160 N. Town Center Drive
Suite 100
Las Vegas, NV 89144

Providian Bancorp Services  Lease                     $661,975
1333 Broadway St., 5th Fl
Oakland, CA 94612

I.C.E. Gallery              Goods/Services            $587,744
13450 N. Black Canyon
Highway
Suite 280
Phoenix, AZ 85029

Ungaretti & Harris          Legal Services            $539,109
3500 Three First Nat'l
Plaza
Chicago, IL 60602-4283

Concord Servicing Corp.                               $482,931
6560 North Scottsdale Road,
Suite G100
Paradise Valley, AZ 85253

American Express            Goods/Services            $469,935
Attn: RPC
300 South Riverside Plaza
9th Floor South
Chicago, IL 60606

American Resort Dev't       Goods/Services            $421,830
1201 15th Street
NW Suite 400
Washington, DC 20005

Plaza Construction Corp.    Professional Fees         $415,728
260 Madison Avenue
New York, NY 10016

Holland & Knight            Legal Services            $402,170
PO Box 32092
Lakeland, FL 33802-2092

Hartford Life & Accident    Goods/Services            $342,325
PO Box 31000
Honolulu, HI 96849-5233

Nevada Power Company        Goods/Services            $331,532
2225 Civic Center Drive
8am - 5pm (M-F)
PO Box 30086
Reno, NV 89520-3086

Touch Screen Centers        Goods/Services            $290,000
9609 Aero Drive
Suite 2000
San Diego, CA 92123

American Georgian Services  Goods/Services            $283,940
Inc.
909 Penfield St. #A
Kissimme, FL 34742

Adp/ics                     Goods/Services            $283,116
PO Box 23487
Newark, NJ 7189

TA/Western LLC              Goods/Services            $269,947
Jones Lang Lasalle Mgt.
135 S. Lasalle St. Dept. 3354
Chicago, IL 60674-3354

Clark County Sanitation     Goods/Services            $266,313
Dist.
PO Box 98526
Las Vegas, NV 89193-852

Ecolab Institutional        Goods/Services            $257,092
PO Box 6007
Grand Forks, ND 58206-6007

D. Atlantic Development Corp.'s 3 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Mathun Fund, LLC            Promissory Note         $6,288,000
1819 E. Southern Ave.,
Suite D10
Mesa, AZ 85204

Doerge Collateralized       Promissory Note         $4,232,000
Bridge Fund
30 S. Wacker #2112
Chicago, IL 60606

Troon and Co.               Promissory Note         $3,506,000


MERRILL LYNCH: Fitch Affirms Class B-4 Notes' Rating at BB
----------------------------------------------------------
Fitch Ratings has taken rating actions on the following Merrill
Lynch Mortgage Investors, Inc., mortgage pass-through
certificates:

Merrill Lynch Mortgage Investors, Inc., mortgage pass-through
certificates, series 1999-2

        -- Class A affirmed at 'AAA';

        -- Class M affirmed at 'AAA';

        -- Class B-1 upgraded to 'AAA' from 'AA';

        -- Class B-2 upgraded to 'AA' from 'A+';

        -- Class B-3 upgraded to 'A' from 'BBB';

        -- Class B-4 affirmed at 'BB'.

These rating actions are being taken as a result of low
delinquencies and losses, as well as increased credit support.


MOSAIC GROUP: JLL Completes Purchase of Sales Solutions Assets
--------------------------------------------------------------
JLL Partners, a leading private equity firm, successfully closed
its C$105 million purchase of Mosaic Sales Solutions Corporation
through a Section 363 bankruptcy sales process from Mosaic Group,
Inc., a Toronto Canada-based provider of marketing services.
Mosaic Group, Inc. filed for protection under the Companies'
Creditors Arrangement Act and Chapter 11 of the U.S. Bankruptcy
Code in December 2002.

Mosaic Sales Solutions provides outsourced direct customer sales,
merchandising, training and data collection solutions in North
America at retail for global, world class brands such as Procter &
Gamble, Microsoft, American express, MBNA, Best Buy, AT&T
Wireless, Nike, Epson and Labatt Breweries.

Paul S. Levy, founder of JLL Partners, Inc. said, "In keeping with
one of the objectives of our Fund IV, Mosaic Group Inc.'s
bankruptcy proceedings offered us the opportunity to purchase a
well-managed company with strong long-term growth prospects at an
attractive valuation. The outsourced selling market is growing
significantly as companies continue to focus on their core
competencies and outsource non-core functions to third parties.
Mosaic Sales Solutions has the scale to build necessary systems,
technology and infrastructure to profitably provide unique
marketing solutions that substantially outperform clients'
internal resources and they do it better, faster and more cost
effectively than what most companies can do on their own."

Brian Meagher, Chief Executive Officer, Mosaic Sales Solutions
said, "JLL's track record of successfully growing companies by
investing time and expertise as well as capital, is a positive
step towards us expanding our North American leading position as a
trusted partner for our clients, As well, their commitment to
partner with management and fund the purchase entirely with equity
provides the stability to allow us to continue to invest against
best-in-class solutions."

Bill Lee, Senior Vice President Mosaic Sales Solution said, "JLL's
investment approach and industry insight, in combination with
their support of management's leadership, fuels Mosaic's continued
strategy of providing unique sales solutions for our clients to
win at retail."


NATIONAL CENTURY: Gibbs & Bruns' Engagement Drawing Fire
--------------------------------------------------------
Dean Wyman, Esq., Senior Trial Attorney, in Cleveland, Ohio,
refers Section 327(e) of the Bankruptcy Code, which permits the
retention of special counsel who does not represent an interest
adverse to the subject matter of their retention.  Mr. Wyman
points out that Gibbs & Bruns has an adverse interest if it
asserts any interest that may lessen the value of the estate.
Hence, Mr. Wyman contends that Gibbs & Bruns' employment by
National Century Financial Enterprises, Inc. and debtor-affiliates
is objectionable as:

A. Gibbs & Bruns Will Not Act Solely On Behalf of the Estates

    Gibbs & Bruns serves as counsel to many noteholders.  These
    noteholders and the estates may have claims against third-
    parties.  The proposed agreement suggests that Gibbs & Bruns
    may have to take positions that are in the best interest of
    all of the noteholders even if these positions are not in the
    best interest of the estates.

    "This indicates that Gibbs & Bruns is not able to act as a
    vigorous advocate for the Estates.  Rather, Gibbs & Bruns
    seeks to place the estates into a group of clients, all of
    whom it hopes to represent.  The estates deserve single-minded
    counsel, not counsel that represents potentially competing
    claimants," Mr. Wyman notes.

B. The Noteholders Have Adverse Interests

    Mr. Wyman explains that the Noteholders' interests are adverse
    because Gibbs & Bruns will be called upon to make decisions
    based upon its legal judgment.  Each of these decisions is
    tainted since Gibbs & Bruns will be representing both the
    noteholders and the estates.  A decision to take legal action
    in one way may assist the noteholders but also harm the
    estates.  "The better solution is for the Debtors to retain
    special counsel that is independent," Mr. Wyman emphasizes.

    Furthermore, many lawsuits are resolved through settlement.
    In settlement negotiations, agreements may be proposed that
    benefit one group of clients at the expense of other clients.
    Gibbs & Bruns cannot be an advocate for the estates in any
    negotiations because it also has to an obligation to seek a
    maximum recovery for the noteholders.  Hence, Gibbs & Bruns
    is not independent and should not be permitted to represent
    both the noteholders and the estates.

    It is also possible that the litigation expenses incurred
    could become substantial.  Mr. Wyman asserts that Gibbs &
    Bruns should not be provided unlimited and unrestricted
    authority to incur expenses.  To this end, the Debtors should
    implement procedures to determine whether specific expenses
    should be incurred.  That procedure would have the benefit of
    reducing the possibility that litigation expenses will
    diminish ultimate recoveries to the estates.

C. Authority To Pay Local Counsel and Experts

    The application seeks to vest authority to Gibbs & Bruns to
    pay fees for experts and local counsel.  Fees should only be
    paid to professionals after they have been retained pursuant
    to Sections 330 and 331 of the Bankruptcy Code.  The proposal
    is inconsistent with the employment and compensation sections
    of the Bankruptcy Code.

    Mr. Wyman insists that this avers the principle that
    professionals must be employed before they can be paid should
    be applied in the case at bar.  Gibbs & Bruns seeks to be
    employed under a contingency fees agreement.  Yet they also
    seek authority to pay local counsel out of estate assets.

    The fees of local counsel, Mr. Wyman notes, may further reduce
    the ultimate recoveries to the estates.  If the fees of local
    counsel become substantial, then the estates will bear the
    both the costs of the contingent fee with Gibbs and the legal
    fees of local counsel.  If the litigation is unsuccessful,
    then the estates will have borne the burden of professional
    fees of local counsel without a commensurate benefit.

Accordingly, the U.S. Trustee for Region 9, Saul Eisen, objects
to the Debtors' application to employ Gibbs & Bruns as special
litigation counsel.

                          Bank One Objects

Bank One N.A., as Indenture Trustee, believes that the Debtors'
request to employ Gibbs & Bruns violates the requirements of
Section 327 of the Bankruptcy Code, due to the acknowledged fact
that Gibbs & Bruns represents interests adverse to the Debtors
with respect to the very matters for which the Debtors propose
their engagement.

G. Christopher Meyer, Esq., at Squire, Sanders & Dempsey, in
Cleveland, Ohio, relates that the Application, as well as the
respective Engagement Letter, acknowledge and disclose that Gibbs
& Bruns already represents or may in the future represent certain
holders of the Notes issued by NPF VI and NPF XII for the
specific purpose of pursuing claims on behalf of the Individual
Noteholders that arise from or relate to the collapse of the
Debtors.  The Application makes a perfunctory statement that
these claims are "distinguished" from those of the Debtors.

Specifically, the terms of the proposed engagement acknowledge
that future conflicts may arise between the Debtors and the
Individual Noteholders, and provide that the conflicts will be
resolved, to the detriment of these estates, by the withdrawal of
Gibbs & Bruns as the Debtors' counsel.

Mr. Meyer cites that in May 2003, Gibbs & Bruns filed suit in
Arizona Superior Court on behalf of 184 different plaintiffs,
including the City of Chandler, Arizona, 93 Arizona governmental
entities and an array of other entities.  The Arizona Litigation
seeks money damages and related relief on behalf of the 184
Arizona Plaintiffs for losses arising out of the failure and
collapse of the Debtors.  Apparently, some of the plaintiffs hold
NPF VI notes, some hold NPF XII notes, and some hold both.
Obviously, all plaintiffs are creditors in these reorganization
cases.

Mr. Meyers relates that the Debtors fail to specify under which
provision of Section 327 of the Bankruptcy Code the Application
is being requested.  For one, Gibbs & Bruns is referred to as
"Special Litigation Counsel," a title which would indicate a
retention under the auspices of Section 327(e) of the Bankruptcy
Code.  On the other hand, the inclusion of an Affidavit of
Disinterestedness, as well as the lack of the required existing
prepetition relationship between Gibbs & Bruns and the Debtors,
suggests that the requested retention is sought under Section
327(a) of the Bankruptcy Code.

In any case, it is apparent that, due to the unavoidable "adverse
interest" held by Gibbs & Bruns in pursuing claims on behalf of
both the Individual Noteholders and the Debtors simultaneously in
the same matter, the Application should be rejected.  Under
either Section 327(a) or 327(e) provision, Mr. Meyers points out,
the presence of this adverse interest is a fatal flaw.

While Section 327(a) requires the additional element of
disinterestedness, both Sections 327(a) and (e) are violated in
circumstances where a professional holds an interest adverse to
the estate that is related to the matter on which the attorney is
to be employed.  Thus, Mr. Meyers concludes, regardless of
whether the proposed retention is requested pursuant to Section
327(a) or 327(e), the Application must be denied.

Gibbs & Bruns holds an interest adverse to the Debtors' estates
based on its simultaneous representation of the Individual
Noteholders in pursuing claims against the same parties and for
the same conduct as those on which it proposes to represent the
Debtors.  In addition, Gibbs & Bruns is representing the 184
different entities in the Arizona Litigation against the same
parties and for the same conduct as those on which it proposes to
represent the Debtors.

Bankruptcy Courts have articulated these oft-quoted definition:
"To 'hold an interest adverse to the estate' means:

     -- to possess or assert any economic interest that would tend
        to lessen the value of the bankruptcy estate or that would
        create either an actual or potential dispute in which the
        estate is a rival claimant; or

     -- to possess a predisposition under circumstances that
        render a bias against the estate."

Mr. Meyer asserts that Gibbs & Bruns has undoubtedly failed to
satisfy this strict standard.  In representing both the
Individual Noteholders as well as the Debtors, Gibbs & Bruns
would be asserting an economic interest that would give rise to
an actual or potential dispute in which the estate is a rival
claimant.

For example, in pursuing the claims for fraud and
misappropriation, the Debtors' estates may be faced with defenses
and counterclaims inapplicable to the Individual Noteholders.  In
this situation, Gibbs & Bruns could not zealously represent the
interests of both the Debtors and the Individual Noteholders.
Invariably, tension will result between, on the one hand, the
provisions in the Engagement Letters requiring Gibbs & Bruns to
withdraw from its representation of the Debtors and continue
representing the Noteholders in the event of a "disabling
conflict," and, on the other hand, the fiduciary duty of loyalty
that Gibbs & Bruns will owe to the Debtors.

In addition, the estates and the Individual Noteholders may
disagree on any number of issues involving litigation strategy,
alternative dispute resolution, and the terms of any settlement.
For example, Gibbs & Bruns may choose to pursue a litigation
strategy on behalf of the Debtors that would generate a quick
settlement and recovery with minimal litigation costs, while the
Individual Noteholders may prefer an entirely different approach.

Mr. Meyer says the most fundamental conflict, however, arises
from the fact that the Debtors and the Individual Noteholders are
competing for the same pot of money from the same defendants and
are essentially "rival claimants."  Any efforts by Gibbs & Bruns
to pursue a recovery for the Debtors necessarily mean a
diminished recovery for the Noteholders, and vice versa.

Thus, Bank One asks the Court to deny the Debtors' employment of
Gibbs & Bruns. (National Century Bankruptcy News, Issue No. 19;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


NEXIA HOLDINGS: Sells Wichita Unit to Diversified Financial
-----------------------------------------------------------
Nexia Holdings Inc. (OTCBB: NXIA) announced that on June 30, 2003,
it restructured its holdings in certain subsidiaries and sold its
interest in Wichita Development Corp. (Pink Sheets: WHDV) to
Diversified Financial Resources Corp., (OTCBB: DFRC) in a
transaction valued at $2.65 million.

The transaction consists of the elimination of approximately $1.5
million in debt from the consolidated balance sheet of NXIA, a
$150,000 note and 1,000,000 shares of DFRC stock with a guaranteed
liquidation value of not less than $1 million over a period of 24
months. The sale was made in an effort to reduce negative cash
flow and further improve the financial condition of NXIA.

In an inter-company tax-free transaction, WHDV exchanged its
shareholdings in Kearns Development Corp., for the Diversified
Holdings I Inc. shareholdings in Salt Lake Development Corp. (DHI,
Kearns and SLDC were all subsidiaries of NXIA at the time of the
restructuring. See Item 1 Description of Business in the Dec. 31,
2002, NXIA Form 10KSB for a diagram of the corporate structure of
NXIA). Subsequent to the inter-company transfers, NXIA sold to
DFRC 100% of its shareholdings in WHDV. At the time of the sale of
NXIA's shareholdings in WHDV, WHDV's real estate holdings
consisted of two office buildings and a building with 18
residential apartments and a ground floor retail space.

NXIA sold its shares of WHDV in exchange for a note in the amount
of $150,000 and 1,000,000 shares of DFRC's restricted shares of
common stock with a guaranteed liquidation value of not less than
$1 million. In addition, NXIA will no longer have to consolidate
approximately $1.5 million in debt currently on the books of WHDV
and SLDC. NXIA's president, Richard Surber, commented, "The sale
of WHDV is part of NXIA's plan to further streamline its
operations, cut costs and reduce negative cash flow while
preserving the upside profit potential from the sale of WHDV's
properties. Furthermore, NXIA's consulting subsidiary Hudson
Consulting Group Inc. will be retained to assist WHDV in
resubmitting its application to become traded on the OTCBB. Hudson
is currently assisting DFRC with its plans to build a natural
resources company. NXIA may be the beneficiary of significant
upside potential through liquidation of its 1,000,000 shares of
restricted DFRC's stock over the next 24 months."

The gross market value of WHDV's real estate holdings is estimated
at $2.5 million with underlying debt of approximately $1.4
million. The real estate was being held at a depreciated cost
basis of approximately $1,501,950.

The real estate held by WHDV or its subsidiaries includes the
following:

NXIA headquarters located at 268 West 400 South in Salt Lake City.
The building is two stories with 14,347 net rentable square feet
of office space. SLDC purchased the property on March 6, 1998, by
exercising its option to purchase the property through the payment
of $418,762. SLDC financed the purchase price and borrowed an
additional sum of $222,489, which is secured by the property. On
Dec. 31, 2002, the outstanding debt on the property was $569,410
with monthly payments of $5,934. The estimated market value is
approximately $1 million based upon a dated MAI appraisal.

SLDC purchased a two-story 18-unit apartment building, located at
2402 Wall Ave. in Ogden, Utah, on July 23, 1998. The property
includes an additional 7,500 square feet of commercial space. The
total purchase price was $850,000. The balance owed at Dec. 31,
2002, was $590,560. The estimated market value is approximately
$900,000 based upon management's opinion.

The Trade Center Building: The building was purchased for $540,554
on Aug. 30, 2000. The Trade Center Building, which opened in 1921,
is located in the downtown business district of Wichita, Kan., at
120 S. Market St. The building is a 48,500-square-foot, seven-
story office building. WHDV holds title to the property subject to
a mortgage of $273,173 at Dec. 31, 2002. The taxed assessed value
of the building is $600,000.

The loans on the Wichita and Salt Lake City properties have been
paid current since the filing of Nexia's 10-QSB for the quarter
ended March 30, 2003. The Ogden property is currently in default
and efforts are being made with the assistance of Hudson to
refinance the existing debt.

Nexia is currently reviewing the potential of renovating office
space in the Wallace-Bennett building where Nexia could relocate
its offices within the next 12 months. The Wallace Bennett
building is a 30,000-plus-square-foot turn-of-the-century building
held by NXIA's majority-owned subsidiary, Wasatch Capital Corp.

NXIA is a holding company with operations in real estate and
financial consulting sectors. Investors are strongly encouraged
not to make an investment which they cannot afford to lose.
Additionally, Nexia strongly encourages the public to read the
above information in conjunction with its Form 10KSB for Dec. 31,
2002, and 10QSB for March 30, 2003. These disclosures can be
viewed at http://www.sec.gov For more information on Nexia
Holdings Inc., visit its Web site at http://www.nexiaholdings.com

                         *      *     *

                    Going Concern Uncertainty

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

"The Company's consolidated financial statements are prepared
using accounting principles generally accepted in the United
States of America applicable to a going concern which contemplates
the realization of assets and liquidation of liabilities in the
normal course of business. The Company has incurred cumulative
operating losses through March 31, 2003 of $9,413,705 and has a
working capital deficit of $3,280,197 at March 31, 2003 all of
which raise substantial doubt about the Company's ability to
continue as a going concern.

"Primarily, revenues have not been sufficient to cover the
Company's operating costs. Management's plans to enable the
Company to continue as a going concern include the following:

- Increasing revenues from rental properties by implementing new
  marketing programs

- Making certain improvements to certain rental properties in
  order to make them more marketable

- Reducing negative cash flows by selling rental properties that
  do not at least break even

- Refinancing high interest rate loans

- Increasing consulting revenues by focusing on procuring clients
  that pay for services rendered in cash or highly liquid
  securities

- Reducing expenses through consolidating or disposing of certain
  subsidiary companies

- Raising additional capital through private placements of the
  Company's common stock

"There can be no assurance that the Company can or will be
successful in implementing any of its plans or that they will be
successful in enabling the company to continue as a going concern.
The Company's consolidated financial statements do not include any
adjustments that might result from the outcome of this
uncertainty."


NEXIA HOLDINGS: Diversified Financial Confirms Asset Acquisition
----------------------------------------------------------------
Diversified Financial Resources Corp. (OTCBB: DFRC), announced
that on June 30, 2003, it acquired a controlling interest in
Wichita Development Corp. (Pink Sheets: WHDV) from Nexia Holdings
Inc. (OTCBB: NXIA).

NXIA sold DFRC 100% of its shareholdings in WHDV. WHDV's real
estate holdings consisted of two office buildings and a building
with 18 residential apartments and a ground floor retail space.
The buildings have combined square footage of approximately
76,847.

DFRC acquired the interest in WHDV from NXIA in exchange for a
note in the amount of $150,000 and 1,000,000 shares of DFRC's
restricted shares of common stock with a guaranteed liquidation
value of $1,000,000.

The gross market value of WHDV's real estate holdings is estimated
at $2.5 million with underlying debt of approximately $1.5
million. The real estate is being held on the books of WHDV and
its subsidiaries at a depreciated cost basis of approximately
$1,501,950.

The real estate held by WHDV or its subsidiaries includes the
following:

Office building located at 268 West 400 South in Salt Lake City.
The building is two stories with 14,347 net rentable square feet
of office space. Salt Lake Development purchased the property on
March 6, 1998, by exercising its option to purchase the property
through the payment of $418,762. Salt Lake Development financed
the purchase price and borrowed an additional sum of $222,489,
which is secured by the property. At Dec. 31, 2002, the
outstanding debt on the property was $569,410 with monthly
payments of $5,934. The estimated market value of this building is
believed to be about $1,000,000 based upon an MAI appraisal from
1999.

Salt Lake Development purchased a two-story 18-unit apartment
building, located at 2402 Wall Ave. in Ogden, Utah, on July 23,
1998. The property includes an additional 7,500 square feet of
commercial space. The total purchase price was $850,000. The
balance owed at Dec. 31, 2002, was $590,560. The current financing
is in default. Management is in the process of refinancing the
property at a more favorable rate. The estimated market value is
approximately $900,000.

The Trade Center Building: The building was purchased for $540,554
on Aug. 30, 2000. The Trade Center Building, which opened in 1921,
is located in the downtown business district of Wichita, Kan., at
120 S. Market St. The building is a 48,500-square-foot, seven-
story office building. WHDV holds title to the property subject to
a mortgage of $273,173 at Dec. 31, 2002. The tax assessed value of
the building is $600,000.

DFRC's president John Chapman commented, "This transaction is the
first in hopefully a series of transactions to come whereby DFRC
will begin its efforts to acquire significant real estate
holdings. I am also excited to report that DFRC is diligently
moving forward with its plans to commence its coal reclamation
operations by the end of 2003. We are currently negotiating the
purchase of a mining facility in Southern Utah which I anticipate
will close by the end of July 2003. In addition, DFRC's offshore
financing is successfully proceeding pursuant to 'Regulation S'
and DFRC is receiving funds on a regular basis. In sum, DFRC is on
track to build a successful mining reclamation and real estate
company with significant upside potential for all investors that
are in on what I believe to be the ground level."

DFRC is currently a holding company with operations in real
estate. DFRC is currently embarking upon plans to enter the coal
reclamation industry by the close of 2003 through its wholly owned
subsidiary MT&C Land & Natural Resources Corp. Investors are
strongly encouraged not to make an investment which they cannot
afford to lose. Additionally, DFRC strongly encourages the public
to read the above information in conjunction with its Form 10KSB
for Dec. 31, 2002, and 10QSB for March 30, 2003. These disclosures
can be viewed at http://www.sec.gov DFRC's Web site can be viewed
at http://www.dfrc.net

                         *      *     *

                    Going Concern Uncertainty

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

"The Company's consolidated financial statements are prepared
using accounting principles generally accepted in the United
States of America applicable to a going concern which contemplates
the realization of assets and liquidation of liabilities in the
normal course of business. The Company has incurred cumulative
operating losses through March 31, 2003 of $9,413,705 and has a
working capital deficit of $3,280,197 at March 31, 2003 all of
which raise substantial doubt about the Company's ability to
continue as a going concern.

"Primarily, revenues have not been sufficient to cover the
Company's operating costs. Management's plans to enable the
Company to continue as a going concern include the following:

- Increasing revenues from rental properties by implementing new
  marketing programs

- Making certain improvements to certain rental properties in
  order to make them more marketable

- Reducing negative cash flows by selling rental properties that
  do not at least break even

- Refinancing high interest rate loans

- Increasing consulting revenues by focusing on procuring clients
  that pay for services rendered in cash or highly liquid
  securities

- Reducing expenses through consolidating or disposing of certain
  subsidiary companies

- Raising additional capital through private placements of the
  Company's common stock

"There can be no assurance that the Company can or will be
successful in implementing any of its plans or that they will be
successful in enabling the company to continue as a going concern.
The Company's consolidated financial statements do not include any
adjustments that might result from the outcome of this
uncertainty."


OM GROUP: Will Publish Second-Quarter 2003 Results on July 29
-------------------------------------------------------------
OM Group, Inc. (NYSE: OMG) will release second quarter 2003
earnings after the market closes on Tuesday, July 29, 2003. The
earnings release will be available at the Company's Web site at
http://www.omgi.com

The conference call and live audio broadcast on the web will begin
at 8:30 a.m. (ET) on Wednesday, July 30, 2003. The Company
recommends visiting the web site at least 15 minutes prior to the
Webcast to download and install any necessary software. Also, a
Webcast audio replay will be available commencing from 12:00pm,
July 30th through 12:00pm, August 6th under Webcasts. To access
the Webcast simply log on to:

           www.omgi.com/investorrelations/webcasts.htm

OM Group, Inc. through its operating subsidiaries, is a leading,
vertically integrated international producer and marketer of
value-added, metal-based specialty chemicals and related
materials. OMG is a recognized leader in manufacturing products
from base and precious metals and managing metals procurement
related to these activities. The Company supplies more than 1,700
customers in 50 countries with over 3,000-product offerings.

Headquartered in Cleveland, Ohio, OMG operates manufacturing
facilities in the Americas, Europe, Asia, Africa and Australia.
For additional information on OMG, visit the Company's Web site at
http://www.omgi.com

                         *   *   *

As reported in Troubled Company Reporter's November 18, 2002,
edition, Standard & Poor's lowered its corporate credit rating
on metal-based specialty chemical and refined metal products
producer OM Group Inc., to 'B+' from 'BB-' based on an expected
diminished business profile following management's announcement
that it was exploring strategic alternatives for its precious
metals operations.

Standard & Poor's said its ratings on OM Group remain on
CreditWatch with negative implications where they were placed
October 31, 2002. Cleveland, Ohio-based OM Group has about $1.2
billion of debt outstanding.


ONLINE GAMING: Board Approves Plan to Retire $3 Million of Debts
----------------------------------------------------------------
On June 30, 2003, the Board of Directors of Online Gaming Systems,
Ltd., approved a plan whereby it was determined to be in the best
interests of the Company to enter into, and did enter into, an
agreement to exchange all of its assets with Ahead Investment,
Ltd., the Company's sole secured creditor, in satisfaction of
$3,000,000.00 of the secured indebtedness.

The Company's management investigated various possible
alternatives to the above transaction but was without substantial
resources to undertake any other alternative. Online Gaming
Systems intends to consummate the above sale on or about July 21,
2003 after a vote of its stockholders.

Online Gaming Systems, Ltd. develops and markets Internet and
private network transaction based products that it only offers to
licensed gaming operators inregulated jurisdictions. These
products include Internet Casino Extension, a growing suite of
casino games, webSports, a sports wagering system, Lotto Magic a
lottery system for private, government and fund raising purposes,
and Bingo Blast a multi-player system for charity and private
organization use. The Company also offers wireless and portable
gaming devices through Excel Design.

Online Gaming Systems' March 31, 2003 balance sheet shows a
working capital deficit of about $7.3 million and a total
shareholders' equity deficit of about $7 million.


OWOSSO CORP: Commences Trading on OTCBB Effective July 9, 2003
--------------------------------------------------------------
Owosso Corporation's (Nasdaq: OWOS) common stock was delisted from
the Nasdaq SmallCap Market effective with the close of business on
Tuesday, July 8, 2003. The delisting was a result of the market
value of Owosso's publicly held shares falling below $1,000,000.

Owosso's common stock commenced trading on Over-the-Counter
Bulletin Board with open of business on July 9, 2003. The OTCBB is
a regulated quotation service that displays real-time quotes, last
sale price, and volume information in over-the-counter equity
securities. OTCBB securities are traded by a community of market
makers that enter quotes and trade reports through a sophisticated
computer network. Investors work through a broker/dealer to trade
OTCBB securities. Information regarding the OTC Bulletin Board,
including stock quotations, can be found on the Internet at
http://www.otcbb.com Owosso's ticker symbol will remain "OWOS" on
the OTCBB; however, some Internet quotation services add an "OB"
to the end of the symbol for the purpose of providing stock quotes
(e.g. OWOS.OB).

"While the decision by Nasdaq is disappointing, it was not
unexpected, and we do not believe it will impact our current
business strategy," said George B. Lemmon, Jr., Owosso's Chairman,
Chief Executive Officer and President. "Management's focus has
been and continues to be on growing the business at Stature
Electric, the company's remaining segment," said Mr. Lemmon.

Owosso is a manufacturer of fractional and integral horsepower
motors, gear motors, and motor part sets.

As reported in Troubled Company Reporter's May 14, 2003 edition,
Owosso Corporation reached an agreement in April with its bank
group to modify certain financial covenants, under which the
company had previously been in technical default, and to forbear
from exercising their rights under the company's credit facility.


PEGASUS: Fitch Takes Rating Actions on 1999-1 & 2001-1 Notes
------------------------------------------------------------
Fitch Ratings has taken the following rating actions for Pegasus
Aviation Lease Securitization, Series 1999-1 (PALS I) and Pegasus
Aviation Lease Securitization III, Series 2001-1 (PALS III), as
outlined below:

PALS I

     --Class A-1 notes are downgraded to 'BBB' from 'A+'
     --Class A-2 notes are downgraded to 'BBB' from 'A+'
     --Class B-1 notes are downgraded to 'B' from 'BBB'
     --Class C-1 notes are downgraded to 'CCC' from 'B'
     --Class D-1 notes are downgraded to 'C' from 'CCC'
     --All classes are removed from Rating Watch Negative

PALS III

     --Class A-1 notes are downgraded to 'A-' from 'AA'
     --Class A-2 notes are downgraded to 'A-' from 'AA'
     --Class A-3 notes are downgraded to 'A-' from 'AA'
     --Class B-1 notes are downgraded to 'BB+' from 'A'
     --Class B-2 notes are downgraded to 'BB+' from 'A'
     --Class C-1 notes are downgraded to 'B+' from 'BBB'
     --Class C-2 notes are downgraded to 'B+' from 'BBB'
     --Class D-1 notes are downgraded to 'CCC' from 'BB'
     --All Classes are removed from Rating Watch Negative

The downgrades reflect notable drops in 2003 collections to date
as well as Fitch's expectation that this trend will likely
continue at least through 2004 for both transactions.

In the five months ended May 2003, PALS I and PALS III rental
collections averaged $3.4 million and $8.3 million, respectively,
compared to averages of $4.9 million and $9.1 million in the first
5 months of 2002. The weaker collections at primarily reflect
increased nonperforming aircraft and aircraft that have been
released at rates well below previous levels. The PALS I
nonperforming aircraft include 3 aircraft leased by Air Canada,
who has been in bankruptcy since April 2003; 1 aircraft leased to
Avianca, who has been in bankruptcy since March 2003, and 2
aircraft without lessees that are being remarketed. The PALS III
nonperforming aircraft include 4 aircraft leased by Air Canada.

While PALS I lease expirations during the next 18 months are not
are not overwhelming (at 18% of the appraised portfolio value at
December 2002), the aircraft to be remarketed include certain
Boeing aircraft, including 737-200s, that are particularly
challenging to re-lease. PALS III lease expirations during the
next 18 months are greater than PALS I (about 29%), but are less
exposed to illiquid aircraft types. The continued depressed demand
for many aircraft types will likely further impair lease rates.
Additional market events such as terrorist attacks, airline
bankruptcies and or airline liquidations are possible and would
exacerbate weak lease rates.

In May 2003, PALS I did not have enough cash flow to pay current
interest on the class D notes. Because the class D notes do not
have liquidity available to fund the cash flow shortfall, interest
was not paid in May 2003. Fitch expects that this shortfall may
not continue the next 3 months, but is likely to resume
thereafter. In addition, Fitch is concerned that cash flows may
also be insufficient to pay class C interest on PALS I before
yearend 2003 and class D interest on PALS III during the next 18
months. Both classes do however have considerable liquidity
available to fund those shortfalls.

PALS and PALS III originally issued $667 million of notes in March
1999 and $1,127 million of notes in March 2001, respectively. As
of May 2003 PALS has $557.4 million of notes outstanding while
PALS III has $1,024 million of notes outstanding. PALS and PALS
III are trusts formed to conduct limited activities, including the
buying, owning, leasing and selling of commercial jet aircraft.
Aircraft servicing, including remarketing and administrative
services, is being performed by Pegasus Aviation, a privately held
aircraft operating lessor.


PEREGRINE SYSTEMS: SEC Drops Request for Financial Penalties
------------------------------------------------------------
Peregrine Systems, Inc. (OTC: PRGNQ), a leading provider of
Consolidated Asset and Service Management software, announced that
the Securities and Exchange Commission has decided to withdraw its
request for monetary penalties and disgorgement in the civil
action the SEC filed against the company on June 30.

The SEC announced its decision during a scheduled Chapter 11 court
hearing in the U.S. Bankruptcy Court in Pittsburgh. The SEC
settlement with Peregrine, including the absence of financial
penalties, requires approval of the U.S. District Court of
Southern California, which is overseeing the SEC's complaint
against the company.

"We are extremely pleased with the SEC's decision not to seek to
impose a fine on the company," said Gary Greenfield, Peregrine's
CEO, who joined the company in June 2002. "This is a very positive
milestone for the company as we move toward emergence from Chapter
11 this summer. The decision reflects well on our efforts to
cooperate fully with the SEC's investigation on behalf of the
company and our stakeholders, as well as Peregrine's efforts to
preserve equity for current shareholders in the reorganized
company."

According to Tom McNamara, a partner in the law firm of La Bella &
McNamara, which is representing Peregrine in the SEC matter, "This
is a significant and positive development for the company. We
believe the SEC's decision recognizes the good-faith efforts that
Peregrine has made to ensure that current equity holders, as well
as equity and note holders who have sold their Peregrine
securities, are treated fairly in Peregrine's reorganization plan.
The SEC acknowledged that, under the unusual circumstances of this
case, a financial penalty would not be necessary."

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

Peregrine filed a voluntary Chapter 11 petition on Sept. 22, 2002
after accounting irregularities came to light, requiring a
restatement of 11 quarters.

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


PG&E ENERGY: Trading Units' 30-Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: PG & E National Energy Group, Inc.
             7600 Wisconsin Avenue
             Bethesda, Maryland 20814
             dba PG & E Diversified Investments, Inc.

Bankruptcy Case No.: 03-30459

Debtor affiliates filing separate chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        PG & E Energy Trading - Power, L.P.        03-30461
        PG & E ET Investments Corporation          03-30462
        PG & E Energy Trading Holdings Corporation 03-30463
        PG & E Energy Trading - Gas Corporation    03-30464

Energy Trading - Power, ET Investments, Energy Trading Holdings,
and Energy Trading - Gas' 30 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
ConocoPhillips Company      Trade                  $10,119,051
1801 Cherokee
PO Boc 2197
Houston, TX 77252-2197
Attn: Legal & Confirmations
Dept.
Tel: 281-293-5838
Fax: 281-293-5329

Duke Energy Trading &       Trade                   $8,591,558
Marketing, LLC                                   ($100,000 cash
5400 Westheimer Court                              deposit)
Houston, TX 77056
Attn: Legal & Confirmations
Dept.
Tel: 713-627-5400
Fax: 713-627-6188

AEP Energy Services, Inc.   Trade                   $7,009,063
155 West Nationwide Blvd.
Suite 500
Columbus, Ohio 43215
Attn: Legal & Confirmations
Tel: 614-583-7051
Fax: 614-583-1606

Coral Energy Resources, LP  Trade                   $6,096,695
909 Fannim
Suite 700
Houston, TX 77010
Attn: Legal & Confirmations
Dept.
Tel: 713-767-5400
Fax: 858-320-1570

PJM Interconnection LLC     Trade                   $5,455,281
955 Jefferson Avenue                             ($19,243,000 cash
Valley Forge Corp. Center                         deposit)
Norristown, PA 19403-2497
Tel: 610-666-8800
Fax: 610-666-4281

Liberty Electric Power,     Trade                   $4,329,850
LLC
13880 Dulles Corner Lane
Hemdon, VA 20171-4600
Tel: 703-561-6788
Fax: 703-561-7303

Morgan Stanley Capital      Trade                   $3,995,612
Group                                          ($10,508,000 cash
1585 Broadway                                    deposit)
New York, NY 10036
Attn: Legal & Confirmations
Dept.
Tel: 713-830-8868

Calpine Fuels Corp.         Trade                   $3,995,612
Calpine Energy Services,
L.P.
700 Louisiana, Suite 2700
Houston, TX 77002
Attn: Legal & Confirmations
Dept.
Tel: 713-830-8868
Fax: 713-830-8868

Duke Energy Trading and     Trade                   $2,936,448
Marketing
5400 Westheimer Court
Houston, TX 77056
Attn: Legal & Confirmations
Dept.
Tel: 713-627-5400
Fax: 713-989-0267

Exelon Generation Co.       Trade                   $2,908,782
LLC                                              ($5,650,000 cash
2004 Renaissance Blvd.                             Deposit)
King of Prussia, PA 19406
Attn: Legal & Confirmations
Dept.
Tel: 610-765-6748
Fax: 610-765-7727

Mirant Americas Energy      Trade                   $2,907,406
Marketing                                        ($5,457,719 cash
1155 Perimeter Center West                         deposit)
Suite 130
Atlanta, GA 30338-5416
Attn: Legal & Confirmations
Dept.
Tel: 678-579-3302
Fax: 678-579-5753

Edison Mission Marketing    Trade                   $2,737,062
& Trading
160 Federal Street
Boston, MA 02110
Attn: Legal & Confirmations
Dept.
Tel: 617-912-5991
Fax: 617-912-5702

Massey Coal Sales Co.,      Trade                   $1,800,083
Inc.                                              (850,000 cash
PO Box 26765
Richmond, VA 23261
Attn: Legal & Confirmations
Dept.
Tel: 804-782-1637
Fax: 804-788-1816

Lehman Brothers             Trade                   $1,612,346
70 Hudson Street, 7th Floor
Jersey City, NJ 07302
Attn: Legal & Confirmations
Dept.
Tel: 201-524-4374
Fax: 201-524-2456

Interocean Coal Sales, LDC  Trade                   $1,415,639
530 Beacon Parkway, West
Suite 800
Birmingham, AL 35209-3196
Attn: Legal & Confirmations
Dept.
Tel: 205-945-6386
Fax: 205-945-6378

Commonwealth Coal           Trade                   $1,202,827
Services
5413 Paterson Avenue
Suite 200
Richmond, VA 23226
Attn: Legal & Confirmations
Dept.
Tel: 804-282-9833
Fax: 804-282-9836

Texas Eastern               Trade                   $1,097,785
Transmission Corp.
PO Box 201210
Houston, TX 77216-1210
Attn: Legal & Confirmations
Dept.
Tel: 713-759-4162
Fax: 713-260-1825

J. Aron & Co.               Trade                     $987,000
85 Broad Street
New York, NY 10004
Attn: Legal & confirmations
Dept.
Tel: 212-902-8400
Fax: 212-344-3457

Tennessee Gas Pipeline      Trade                     $934,047
9 Green Way                                       ($3,000,000 cash
Houston, TX 77046                                  deposit)
Attn: Legal & Confirmations
Dept.
Tel: 713-676-5591
Fax: 713-420-5225

Portland General Electric   Trade                     $873,650
Co.
121 S.W. Salmon Street
Portland, OR 97204
Attn: Legal & Confirmations
Dept.
Tel: 503-464-8904
Fax: 503-464-2605

CSL International Inc.      Trade                     $846,585
55 Tozer Road
Beverly, Massachusetts 01915
Attn: Legal & Confirmations
Dept.
Tel: 978-922-1300
Fax: 978-922-1772

TXU Energy Trading Co.      Trade                     $792,865
TXU Portfolio Management
Co. LP
1717 Main Street
Suite 1900
Dallas, TX 75201-4689
Attn: Legal & Confirmations
Dept.
Tel: 214-875-9527
Fax: 214-875-9050

El Paso Natural Gas Co.     Trade                     $762,764
PO Box 1492
El Paso, Texas 79978
Attn: Legal & Confirmations
Dept.
Tel: 713-420-3435
Fax: 713-420-1934

Coral Power, LLC            Trade                     $732,200
909 Fannin, Suite 700
Houston, TX 77010
Attn: Legal & Confirmations
Dept.
Tel: 713-767-5400
Fax: 713-265-1937

BP Canada Energy Marketing  Trade                     $649,418
Corp.                                           ($1,245,400 cash
BP Canada Energy Marketing Corp.                  deposit)
240 4th Avenue, SW
Calgary, Canada T2P 4H4
Attn: Legal & Confirmations
Dept.
Tel: 403-233-1313
Fax: 403-233-5777

ANR Pipeline Company        Trade                     $626,122
PO Box 78031                                      ($1,245,400 cash
Detroit, MI 48278                                  deposit)
Attn: Legal & Confirmations
Dept.
Tel: 713-420-6593
Fax: 713-420-4099

Iroquis Gas Transmission    Trade                     $622,556
One Corporate Drive,
Suite 600
Shelton, CT 06484
Attn: Legal & Confirmations
Dept.
Tel: 203-944-7020
Fax: 203-929-9501

Coral Canada U.S. Inc.      Trade                     $617,179
3500,450 - 1st Street S.W.
Calgary, Canada T2P 5H1
Attn: Legal & Confirmations
Dept.
Tel: 403-216-3600
Fax: 403-216-3602

Algonquin Gas Transmission  Trade                     $614,688
Co.
1284 Soldiers Field Road
Boston, MA 02135
Attn: Legal & Confirmations
Dept.
Tel: 617-254-4050
Fax: 617-560-1392

Electric Reliab CNCL of     Trade                     $536,805
TX
7620 Metro Center Drive
Austin, TX 78744-1654
Attn: legal & Confirmations
Dept.
Tel: 512-248-6509
Fax: 512-225-7079


PG&E NATIONAL ENERGY: PG&E Corp. Unfazed by Chapter 11 Filing
-------------------------------------------------------------
PG&E Corporation (NYSE: PCG) reported that, as expected, its PG&E
National Energy Group, Inc., unit and certain PG&E NEG
subsidiaries have filed voluntary petitions for reorganization
under Chapter 11 of the U.S. Bankruptcy Code in the U.S.
Bankruptcy Court for the District of Maryland, Greenbelt Division.

As previously disclosed, PG&E Corporation does not expect that the
outcome of PG&E NEG's bankruptcy proceedings will have a material
adverse effect on the financial condition of PG&E Corporation,
which has no material obligations to PG&E NEG.

In May 2003, PG&E Corporation stated that the restructuring of
PG&E NEG would inevitably be implemented through a Chapter 11
proceeding and that a bankruptcy filing could take place as early
as the second quarter of 2003. Although PG&E Corporation worked
hard and in good faith for many months to structure an agreement
that would allow PG&E Corporation to retain ownership of PG&E NEG
for the benefit of the Corporation's shareholders, those efforts
were ultimately unable to produce a consensus among creditors.

The Plan of Reorganization filed by PG&E NEG provides that PG&E
Corporation will have no equity interest in PG&E NEG or any of its
subsidiaries after its Chapter 11 reorganization plan is
implemented. The entities that filed for Chapter 11 reorganization
are:

     -- PG&E National Energy Group, Inc.;

     -- PG&E Energy Trading Holdings Corporation;

     -- PG&E Energy Trading - Gas Corporation;

     -- PG&E Energy Trading - Power Corporation;

     -- PG&E ET Investments Corporation; and

     -- USGen New England, Inc.

Other PG&E NEG subsidiaries, including PG&E Gas Transmission
Northwest and numerous independent electric producers, are not
filing for Chapter 11 reorganization. It is expected that day-to-
day operations at these affiliates will be largely unaffected by
today's Chapter 11 filings.

PG&E Corporation has no equity infusion agreements, material
contingent liabilities, or tax-sharing agreement with PG&E NEG.
The Corporation also does not expect the outcome of PG&E NEG's
bankruptcy to have any effect on its utility subsidiary, Pacific
Gas and Electric Company, or the utility's reorganization plan and
proposed settlement agreement to end its Chapter 11 bankruptcy.

"[Tues]day's Chapter 11 filings are the next step forward for PG&E
NEG and its creditors, and they advance the Corporation's goal of
resolving uncertainties we have been managing since the onset of
the energy crisis," said Robert D. Glynn, Jr., Chairman, CEO and
President of PG&E Corporation. "Moving forward, PG&E Corporation
will continue to focus on several critical objectives, including
implementing the proposed settlement agreement to end the
utility's Chapter 11 case, maximizing the value of our utility
operations, and strengthening our balance sheet."


PG&E NAT'L ENERGY: S&P Drops Credit Rating to D over Bankruptcy
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on two of PG&E National Energy Group Inc.'s subsidiaries,
PG&E Energy Trading Holdings and USGen New England Inc., to 'D'
from 'C' and removed the ratings from CreditWatch.

"We lowered the ratings on ETH and USGenNE and removed the ratings
from CreditWatch, following NEG's announcement today that it has
voluntarily filed petitions for protection under Chapter 11 of the
federal bankruptcy code," said Standard & Poor's credit analyst
Arleen Spangler.

At the same time, Standard & Poor's lowered its corporate credit
ratings on another NEG subsidiary, PG&E Gas Transmission
Northwest, to 'CC' from 'CCC' and removed the rating from
CreditWatch. The outlook is negative. GTN's rating was lowered to
reflect a differential between a rating on a ring-fenced entity
and its ultimate parent; in this case, NEG. While GTN benefits
from the legal protection of various structural enhancements that
allow Standard & Poor's to rate it primarily on its own merits, it
guarantees several obligations of its energy trading affiliate,
which, if demanded may be difficult to fund and may result in GTN
seeking protection from its creditors.

The ratings on Indiantown Cogeneration Funding Corp. and Selkirk
Cogen Funding Corp. are not affected by the rating action on NEG
because these project financings are structured as bankruptcy-
remote entities and are not 100% owned by NEG. Therefore, the
incentives to consolidate them in a bankruptcy of NEG is low.


PHASE2MEDIA: Delaware Court Confirms Chapter 11 Reorg. Plan
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
confirmed Phase2Media, Inc.'s Plan of Reorganization after finding
that the Plan complies with each of the 13 standards articulated
in Section 1129 of the Bankruptcy Code:

      (1) the Plan complies with the Bankruptcy Code;
      (2) the Debtors have complied with the Bankruptcy Code;
      (3) the Plan was proposed in good faith;
      (4) all plan-related cost and expense payments are
          reasonable;
      (5) the Plan identifies the individuals who will serve as
          officers and directors post-emergence;
      (6) the Plan does not contain any rate changes subject to
          any governmental regulatory commissions;
      (7) creditors receive more under the plan than they would
          in a chapter 7 liquidation;
      (8) all impaired creditors have voted to accept the Plan,
          or, if they voted to reject, then the plan complies
          with the absolute priority rule;
      (9) the Plan provides for full payment of Priority Claims;
     (10) at least one non-insider impaired class voted to
          accept the Plan;
     (11) the Plan is feasible and confirmation is unlikely to
          be followed by a liquidation or need for further
          financial reorganization;
     (12) all amounts owed to the Clerk and the U.S. Trustee
          will be paid; and
     (13) the Plan provides for the continuation of all retiree
          benefits in compliance with 11 U.S.C. Sec. 1114.

Any executory contracts or unexpired leases, which have not
expired by their own terms shall be deemed rejected by the Debtors
on the Effective Date.  All executory contracts and unexpired
leases listed in the Schedule of Assumed and Assumed and Assigned
Executory Contracts and Unexpired Leases, shall be deemed assumed
by the Debtors on the Effective Date.

Phase2Media, Inc., an online advertising, sales and marketing
company, filed for Chapter 11 protection on July 18, 2001, (Bankr.
S.D.N.Y. Case No. 01-14020).  Harold D. Jones, Esq., at Jaspan
Schlesinger Hoffman, LLP, represents the Debtor in its
restructuring effort.  When the Company filed for protection from
its creditors, it listed $18,057,000 in assets and $19,672,000 in
debts.


POLAROID CORP: Wants More Time to Move Actions to Delaware Court
----------------------------------------------------------------
Pursuant to Section 1452 of the Judicial Procedures Code and
Rules 9006 and 9027 of the Federal Rules of Bankruptcy Procedure,
Polaroid Corporation and its debtor-affiliates ask the Court to
extend their time to remove pending proceedings to the later to
occur of:

   (i) November 30, 2003; or

  (ii) 30 days after entry of an order terminating the automatic
       stay with respect to any particular action sought to be
       remove.

Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Wilmington, Delaware, says the Debtors require additional
time to determine which of the state court actions, if any, they
will remove.  Mr. Galardi relates that the Debtors are parties to
a number of different judicial and administrative proceedings
currently pending in various courts or administrative agencies
throughout the country.

The Actions involve a wide variety of claims, some of which are
extremely complex.  The Actions consist of all forms of
environmental, commercial, employment-related, product liability,
trademark and patent litigation.  Because of the number of
Actions involved and the wide variety of claims, the Debtors
require additional time to determine the Actions to be removed
and transferred to the district.

Mr. Galardi asserts that the requested extension is warranted and
should be granted because:

    (a) it will afford the Debtors a sufficient opportunity to
        make fully informed decisions concerning the possible
        removal of the Actions that will protect their valuable
        right to adjudicate lawsuits if the circumstances warrant
        removal;

    (b) the Debtors made significant achievements to date,
        including the consummation of the sale of substantially
        all of the Debtors' assets, and the recent filing of the
        Second Amended Plan;

    (c) the Debtors' adversaries will not be prejudiced by an
        extension because the adversaries may not prosecute the
        Actions absent relief from the automatic stay; and

    (d) if the extension is granted, nothing will prevent any
        party to a proceeding that the Debtors seek to remove
        from pursuing a remand. (Polaroid Bankruptcy News, Issue
        No. 40; Bankruptcy Creditors' Service, Inc., 609/392-0900)


PRIME RETAIL: Enters Pact to Sell Assets to Lightstone Group
------------------------------------------------------------
Prime Retail, Inc. (OTC Bulletin Board: PMRE, PMREP, PMREO) and
The Lightstone Group, LLC, a New Jersey-based real estate company,
announced that an affiliate of Lightstone has agreed to acquire
the Company.  The Acquisition will be effected in accordance with
the terms of a merger agreement entered into today between
Prime Outlets Acquisition Company, LLC, a Delaware limited
liability company which is an affiliate of Lightstone, and the
Company, which provides for the Company to be merged with and into
the Buyer.

The transaction, which will result in aggregate consideration of
$115 million payable to the Company's shareholders and unit
holders, has a total value of approximately $638 million,
including $523 million of debt expected to be assumed by the
Buyer.  Under the terms of the agreement, each holder of the
Company Series A preferred stock will receive cash in the amount
of $16.25 per share, each holder of the Company Series B preferred
stock will receive cash in the amount of $8.66 per share, and each
holder of the Company common stock will receive cash in the amount
of $0.18 per share.

The board of directors of the Company, as well as a special
committee comprised of disinterested members of the board of
directors, have approved the Acquisition and the Merger Agreement
and recommended that the shareholders vote in favor of the
resolutions to be proposed at a special meeting of the Company's
shareholders.  Because the Company's charter does not address the
allocation of consideration among the Company's various classes of
capital stock in the Acquisition, such allocation was recommended
by the special committee and approved by the board of directors.
Houlihan Lokey Howard & Zukin Capital acted as financial advisor
to the special committee and Houlihan Lokey Howard & Zukin
Financial Advisors, Inc., an affiliate of Houlihan Lokey Howard &
Zukin Capital, has provided an opinion to the special committee
and the Company's board of directors that the consideration to be
received by each of the classes of the Company's stock, considered
independently, is fair to such respective classes, from a
financial point of view.

Closing of the Merger Agreement is subject to a number of
conditions including the approval of the Acquisition and the
Merger Agreement by the holders of at least 66-2/3% of both the
Series A preferred and the Series B preferred, each voting
separately as a class, and the approval of the holders of a
majority of the common stock of the Company voting to both amend
the charter of the Company and approve the transaction, as well as
other customary consents and approvals.  The Acquisition is
expected to be completed during the third or fourth quarter of
2003.  Formal documentation relating to the Acquisition and the
Merger Agreement will be sent to the shareholders and limited
partners of the Company.  This documentation will include notices
of the special meeting and details of the Acquisition and the
Merger Agreement and related matters.

Concurrent with the consummation of the Acquisition, the agreement
of limited partnership of Prime Retail, L.P., the operating
partnership through which the Company conducts substantially all
of its business, will be amended and restated pursuant to which
holders of common units in the Operating Partnership (other than
common units held by the Company) will have the opportunity to
exchange all, but not less than all, of their units for a like
number of preferred units in the Operating Partnership. Each
holder of Preferred Units will be entitled to require the
Operating Partnership to redeem all of such holder's Preferred
Units for an amount per unit equal to $0.18 (the consideration
paid for a share of common stock of the Company in the
Acquisition) plus accrued and unpaid distributions at the rate
of 6% per annum.  In addition, the Amended Partnership Agreement
contains certain tax related provisions that, subject to certain
exceptions, will benefit holders of Preferred Units for a period
of seven years including restrictions on the sale of properties
and requirements to allocate debt in a certain manner.

The Company has agreed to pay the Buyer a termination fee of $4.5
million, plus expenses of up to $1.5 million, if the Acquisition
is not completed under certain circumstances, including the
Company's election to pursue an alternative transaction.  In
certain other circumstances in which the Acquisition has not been
completed, including the failure to obtain the shareholder
approval of the Acquisition, a termination fee will not be payable
but the Company has agreed to reimburse the Buyer for its expenses
up to $3.5 million.

Commenting on the transaction, Glenn Reschke, chairman and chief
executive officer of Prime Retail, stated, "We believe the
proposed transaction will be beneficial to all of the various
constituents associated with our Company. For the three classes of
our shareholders, it offers an opportunity to realize cash values
that are well above the current market price for our securities in
that the offer represents a premium of 66%, 57% and 42%,
respectively, over the average closing price of $9.79 for the
Series A preferred, $5.53 for the Series B preferred, and $0.127
for the common stock for the month of June, 2003.  For our
tenants, the relationship with a well-capitalized real estate
organization such as The Lightstone Group will provide us with the
access to capital we need to finish the rehab of our centers and
refine and expand our marketing efforts aimed at improving sales.
For our employees, the Buyer's commitment to maintain the
Company's headquarters in Baltimore will be good news to the over
90 employees based here."

"The merger with Prime Retail will provide a solid platform for
Lightstone to further expand its real estate holdings into the
retail arena, an area where I see great opportunity in the
future," said David Lichtenstein, president and chief executive
officer of The Lightstone Group.

"In the past three years, the current management team at Prime
Retail has done a good job of financially stabilizing the Company
and reducing its considerable debt.  However, the Company
nonetheless still lacks sufficient capital to reinvest in its
assets to grow income and realize its full potential.  Our plan is
to work with the talented team of professionals that the Company
has assembled in Baltimore and provide the financial platform and
capital needed to grow and expand the Company into other
complementary forms of retail and entertainment.  I share the
Company's vision to become a dominant owner/operator of retail
properties."

Howard Amster and Gary Skoien, the two members of the Company's
board of directors who were elected by the Company's preferred
stockholders and who collectively own, 6% of the Company's Series
A preferred stock and 15% of the Company's Series B preferred
stock, have recommended approval of the transaction by all the
shareholders of the Company.  They have also agreed to vote their
shares in favor of the Acquisition, unless the recommendation of
the Company's board of directors is withdrawn.

Prime Retail is a self-administered, self-managed real estate
investment trust engaged in the ownership, leasing, marketing and
management of outlet centers throughout the United States.  Prime
Retail currently owns and/or manages 37 outlet centers totaling
approximately 10.4 million square feet of GLA.  Prime Retail also
owns 154,000 square feet of office space.  Prime Retail has been
an owner, operator and a developer of outlet centers since 1988.
For additional information, visit Prime Retail's Web site at
http://www.primeretail.com

Founded in 1988, The Lightstone Group has become one of the
largest, private real estate companies in the industry.  The
Company owns/manages a diversified portfolio of 15,000 apartments
as well as office, industrial and retail properties totaling more
than 8.5 million square feet of space in 16 states and Puerto
Rico.  Headquartered in Lakewood, New Jersey, The Lightstone Group
employs over 400 professionals and maintains offices in Maryland,
Virginia, California, and New York.  The Lightstone Group is
currently embarked on an aggressive acquisition and expansion
program throughout the United States.  For additional information,
visit The Lightstone Group's Web site at
http://www.lightstonegroup.com

                         *    *    *

            Liquidity and Going Concern Uncertainty

As reported in Troubled Company Reporter's May 16, 2003 edition,
the Company's liquidity depends on cash provided by operations and
potential capital raising activities such as funds obtained
through borrowings, particularly refinancing of existing debt, and
cash generated through asset sales. Although the Company believes
that estimated cash flows from operations and potential capital
raising activities will be sufficient to satisfy its scheduled
debt service and other obligations and sustain its operations for
the next year, there can be no assurance that it will be
successful in obtaining the required amount of funds for these
items or that the terms of the potential capital raising
activities, if they should occur, will be as favorable as the
Company has experienced in prior periods.

During 2003, the Company's first mortgage and expansion loan
matures on November 11, 2003. The Mega Deal Loan, which is secured
by a 13 property collateral pool, had an outstanding principal
balance of approximately $262.9 million as of March 31, 2003 and
will require a balloon payment of approximately $260.7 million at
maturity. Based on the Company's initial discussions with various
prospective lenders, it is currently projecting a potential
shortfall with respect to refinancing the Mega Deal Loan.
Nevertheless, the Company believes this shortfall may be
alleviated through potential asset sales and/or other capital
raising activities, including the placement of mezzanine level
debt. The Company cautions that its assumptions are based on
current market conditions and, therefore, are subject to various
risks and uncertainties, including changes in economic conditions,
which may adversely impact its ability to refinance the Mega Deal
Loan at favorable rates or in a timely and orderly fashion, or
which may adversely impact the Company's ability to consummate
various asset sales or other capital raising activities.

In connection with the completion of the sale of six outlet
centers in July 2002, the Company guaranteed to FRIT PRT Bridge
Acquisition LLC (i) a 13% return on its approximately $17.2
million of invested capital, and (ii) the full return of its
invested capital in FP Investment LLC by December 31, 2003. As of
March 31, 2003, the Mandatory Redemption Obligation was
approximately $16.4 million. In April 2003, we made an additional
payment of approximately $1.1 million with net proceeds from the
March 31, 2003 sale of certain excess land which reduced the
balance of the remaining Mandatory Redemption Obligation to
approximately $15.3 million. Although the Company continues to
seek to generate additional liquidity to repay the Mandatory
Redemption Obligation through (i) the sale of FRIT's ownership
interest in the Bridge Properties and/or (ii) the placement of
additional indebtedness on the Bridge Properties, there can be no
assurance that it will be able to complete such capital raising
activities by December 31, 2003 or that such capital raising
activities, if they should occur, will generate sufficient
proceeds to repay the Mandatory Redemption Obligation in full.
Failure to repay the Mandatory Redemption Obligation by December
31, 2003 would constitute a default, which would enable FRIT to
exercise its rights with respect to the collateral pledged as
security to the guarantee, including some of the Company's
partnership interests in the 13 property collateral pool under the
aforementioned Mega Deal Loan. Because the Mandatory Redemption
Obligation is secured by some of the Company's partnership
interests in the 13 property collateral pool under the Mega Deal
Loan, the Company may be required to repay the Mandatory
Redemption Obligation before, or in connection with, the
refinancing of the Mega Deal Loan.

These above listed conditions raise substantial doubt about the
Company's ability to continue as a going concern.


PSC INC: Successfully Emerges from Chapter 11 Proceeding
--------------------------------------------------------
As previously reported, on November 22, 2002 PSC Inc., filed a
voluntary petition for relief under Chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court for
the Southern District of New York. The Company emerged from
bankruptcy protection after the Bankruptcy Court confirmed the
Company's Third Amended Joint Plan of Reorganization on June 19,
2003. The Plan became effective on June 30, 2003.

In connection with effectiveness of the Plan, the existing common
stock and preferred stock (including restricted common stock
issued to employees and directors of the Company and its
subsidiaries) and all incentive stock options, non-qualified stock
options, and stock appreciation rights granted under any Company-
sponsored stock option plans, and any other options, warrants, or
rights, contractual or otherwise, if any, to acquire or receive an
equity interest in the Company (whether or not arising under or in
connection with any employment agreement with the Company or any
of its subsidiaries), including, without limitation, any
agreements or understandings with employees of the Company and its
subsidiaries as to equity enhancements or equity guarantees,
authorized as of the Petition Date, have been cancelled and no
longer represent any ownership interest in the Company. In partial
satisfaction of the claims of certain secured creditors of the
Company and its subsidiaries, the Company issued, upon
effectiveness of the Plan, 100% of the new common stock of the
Company.

In connection with the cancellation of all former equity interests
as discussed above, the Company will promptly file with the
Securities and Exchange Commission a Form 15 to terminate
registration of its common stock under Rule 12g-4 of the
Securities Exchange Act of 1934, as amended.


RATEXCHANGE CORP: Completes Exchange Offer for Convertible Notes
----------------------------------------------------------------
Ratexchange Corporation (AMEX:RTX), the parent company of Merriman
Curhan Ford & Co., a securities broker-dealer and investment bank,
announced that investors had elected to exchange $2.7 million of
convertible notes for Series C convertible preferred stock.

"The successful completion of this exchange offer is the final
step in the restructuring of our balance sheet and moves us
significantly closer to achieving our goal of profitability by the
fourth quarter of 2003," stated Jon Merriman, CEO of Ratexchange
Corporation. "First, we retired the Forsythe McArthur Associates
Inc., convertible note. Then, in April of this year, we completed
an oversubscribed $3.0 million private placement financing. Now,
with the exchange offer effectively eliminating the majority of
the convertible notes outstanding, we have reduced our long-term
debt from $8.5 million at the beginning of this year to less than
$3 million, significantly lowered our interest expense and put
ourselves in a very favorable financial position."

Gregory Curhan, CFO of Ratexchange Corporation added, "As a result
of our capital restructuring efforts since the beginning of the
year, our annualized interest expense and dividends will be
reduced by over $725,000. With the financial restructurings
largely behind us, not only is our balance sheet in better shape
than ever, but our efforts are now exclusively focused on
continuing to grow our investment banking and brokerage
operations."

               Transaction Background and Terms

In 2001, Ratexchange completed private offerings of convertible
notes, in an aggregate principal amount of $3.5 million, due
December 31, 2011. The notes yielded interest of 12% per annum and
were able to have been converted into shares of Ratexchange's
common stock at the election of the holder anytime before their
maturity or their redemption or repurchase by Ratexchange. The
conversion rate was 2,703 shares of common stock per each $1,000
principal amount of notes. Prior to June 30, 2003, certain
investors converted their notes with a principal amount of
$350,000 into common stock.

In June 2003, the stockholders of Ratexchange approved the offer
to exchange the current convertible notes for Series C convertible
preferred stock. On June 30, 2003, investors exchanged their notes
with a principal amount of $2.7 million for 10,800,000 shares of
Series C preferred stock. The Series C convertible preferred stock
is convertible on demand of the holder into Ratexchange's common
stock at a ratio of 1:1. The holders of the Series C preferred
stock will receive an annual dividend at the rate of 3.0% per
annum, paid in cash.

Merriman Curhan Ford & Co., is a securities broker-dealer and
investment bank focused on emerging growth companies and growth-
oriented institutional investors. MCF provides sales and trading
services primarily to institutions, as well as advisory and
investment banking services to corporate clients. MCF's mission is
to become a leader in the researching, advising, financing and
trading of emerging growth equities. Merriman Curhan Ford & Co.,
is a subsidiary of Ratexchange Corporation (AMEX: RTX) and is
registered with the Securities and Exchange Commission as a
broker-dealer and is a member of the National Association of
Securities Dealers, Inc. and SIPC.

RateXchange Corporation -- whose March 31, 2003 balance sheet
shows a total shareholders' equity deficit of about $6 million --
is an innovative transaction services firm that combines the
strength of traditional voice brokerage with technology-based
trading systems to help its clients understand and compete in
newly commoditizing marketplaces.


SAMUELS JEWELERS: Inks Release with Promissory Note Claimants
-------------------------------------------------------------
On May 26, 2003, Harry S. Cohen, Arlene M. Cohen, as the spouse of
Harry S. Cohen, Steven D. Singleton and Kelly L. Singleton, as the
spouse of Steven D. Singleton, agreed to release Samuels Jewelers,
Inc., from all claims against it in respect of the promissory
notes the Company had issued to Harry S. Cohen and Steven D.
Singleton as part of the Company's acquisition of C & H Rauch,
Inc. in November 1999.

Harry S. Cohen and Steven D. Singleton had previously filed an
action against the Company in the Kentucky Circuit Court of
Fayette County, Kentucky seeking the payment of $2,946,075 in
respect of such notes.

As part of such release, Harry S. Cohen, Arlene M. Cohen, Steven
D. Singleton and Kelly L. Singleton, on behalf of themselves and
their heirs, legal representatives, agents, successors, assigns,
officers, directors, shareholders, employees, attorneys,
guarantors, sureties and any person acting on their behalf,
released the Company, DDJ Capital Management, LLC, all of DDJ
Capital Management, LLC's affiliates and funds and all of their
respective officers, directors, employees, agents, attorneys and
assigns from any and all injuries, losses, damages, liabilities,
defenses, claims, actions, causes of action, suits, debts,
promises, demands or agreements of whatever nature or kind,
whether known or unknown or asserted or not asserted as part of
the suit, that the Plaintiffs have or ever had, or that anyone
claiming through or under the Plaintiffs may have or claim to
have, against the Released Parties. The Released Parties likewise
agreed to a corresponding release of the Plaintiffs. The releases
were provided as part of the assignment of the claims of the
Plaintiffs to funds that are stockholders of the Company and are
affiliated with DDJ Capital Management, LLC. In conjunction with
the releases, each of Harry S. Cohen and Steven D. Singleton, as
plaintiffs, and the Company, as counterclaimants, dismissed their
actions pending in the Kentucky Circuit Court of Fayette Count,
Kentucky.

Samuels Jewelers (formerly Barry's Jewelers) -- whose March 31,
2003 balance sheet shows a total shareholders' equity deficit of
about $27 million -- has tightened up its credit policies and
targeted higher-end customers after a couple of trips through
bankruptcy. Samuels sells diamond and gemstone jewelry at over 160
stores in 23 states. It operates stores primarily under the
Samuels Jewelers and Samuels Diamonds banners and is converting
its other stores to those names. Having emerged from Chapter 11 in
1992, the company returned to bankruptcy protection in 1997 before
emerging again the following year. Since then Samuels has bought
several other chains. DDJ Capital Management owns 49% of the
company.


SEITEL INC: Reaches Fin'l Restructuring Pact with Ranch Capital
---------------------------------------------------------------
Seitel, Inc. (OTC Bulletin Board: SEIE; TORONTO: OSL) has reached
an agreement-in-principle with Ranch Capital L.L.C. for a
consensual reorganization of the Company's capital structure,
including all $255 million outstanding principal amount of
Seitel's senior notes, which Ranch Capital previously purchased.

Ranch Capital, as the successor to the noteholders that filed the
involuntary bankruptcy petitions against the Company and several
of its U.S. subsidiaries, has agreed to extend the time to respond
to the petition to July 21, 2003, to permit preparation of a
proposed plan and related disclosure statement to be filed with
the Delaware Bankruptcy Court with respect to the reorganization.

Ranch has agreed in principle to fund the proposed plan. The
proposed plan would (i) pay in full on agreed terms all of the
Company's senior secured debt, which total approximately $12
million; (ii) pay cash equal to approximately 71% of allowed
unsecured claims which are owing or are guaranteed by entities
that conduct Seitel's principal operations; (iii) pay cash equal
to a percentage to be determined but not more than 71% of allowed
unsecured claims which are owing or are guaranteed by entities not
presently conducting operations or which have no substantial
assets; and (iv) subject to the satisfaction of certain
conditions, distribute approximately $10.2 million in cash to the
holders of equity interests in Seitel. The Company estimates that
all allowed unsecured claims in all classes would total
approximately $265 million, including the $255 million of senior
notes purchased by Ranch Capital. Pursuant to the proposed plan,
the existing common stock would be canceled, and upon consummation
of the proposed plan, 100% of the new common stock of the Company
would be issued to Ranch Capital in consideration for its funding
of the proposed plan. Including all of its components, the
transactions contemplated by the proposed plan have an aggregate
value of approximately $287 million.

Under the proposed plan, the Company will reaffirm its existing
obligations under previously issued data license agreements with
its customers and will continue to honor those licenses during and
after the restructuring process. In addition, all ongoing projects
for new data acquisition or reprocessing will continue without
interruption during the reorganization process, and the Company
expects to add new projects in the near term.

As previously disclosed, the Company's Canadian subsidiaries are
not parties to the bankruptcy proceedings and the proposed plan
and the payouts described above do not impact any operations or
creditors of Seitel's Canadian subsidiaries.

As noted above, the proposed plan provides for payment of
approximately $10.2 million in cash to holders of equity interests
in Seitel. This distribution, if allocated solely in respect of
the existing common stock, would represent $.40 per share. The
exact payout per share, if any, depends on the amount, if any,
which may become payable pursuant to the class action litigation
presently pending against the Company, and is conditioned upon the
affirmative vote of shareholders and confirmation of the proposed
plan. If the proposed plan were not confirmed or if shareholders
were to vote against the proposed plan and it were to be confirmed
by the Bankruptcy Court despite their rejection of it, no
distribution would be made to existing shareholders.

Consummation of the proposed plan is subject to a number of
conditions, including confirmation by the Bankruptcy Court not
later than 120 days after the filing of the proposed plan, and
there can be no assurance that the proposed plan will be confirmed
or consummated.


SHC INC: Wants to Honor & Pay $3 Mil. Critical Vendors Claims
-------------------------------------------------------------
SHC, Inc., and its debtor-affiliates ask for authority from the
U.S. Bankruptcy Court for the District of Delaware to pay the
prepetition claims of their critical vendors to maintain their
prepetition relationships with these creditors.  The Debtors
relate that they owe their critical vendors up to $3 million.

With respect to the payments to Critical Vendors, the Debtors
contemplate making prepetition payments solely to those entities
that agree to provide postpetition goods and services on terms
reasonably acceptable to the Debtors.

The Debtors have identified certain Critical Vendors who are
absolutely essential to their business operations.  Replacing such
Critical Vendors may, as a result of market conditions, be
disruptive, expensive or impossible for the Debtors, or involve
costs that would exceed the amount of the prepetition liability.

The Critical Vendors fall into three categories:

(a) Special Packaging Vendors

     Most of the Debtors' golf ball packaging needs are filled
     by a few vendors who dominate the industry and the ability
     of the Debtors to provide timely and quality shipments of
     their products to their customers would be seriously
     jeopardized if these vendors were to interrupt service.

(b) Special Chemical Providers

     In the course of the production of the Debtors' products,
     the Debtors utilize certain chemicals, known as core and
     cover chemicals, that are specifically formulated to be
     used in connection with the Debtors' patents, trademarks
     and designs for their products. The specially formulated
     chemical providers are specially suited or equipped to
     produce the chemicals in a manner that is consistent with
     the Debtors' patents, trademarks and designs for their
     products. The Debtors believe that the inevitable delay and
     cost that would result if they were forced to replace the
     existing chemical providers and equip those new providers
     with the patent, trademark and design information that is
     necessary for the formulation of the chemicals would be
     unduly burdensome and may jeopardize the Debtors' business
     operations.

(c) Limited Source Vendors

     In the course of the production of the Debtors' products,
     the Debtors depend on certain suppliers for goods that are
     only obtainable from limited sources. Many of these
     suppliers provide component materials that are produced
     based on the Debtors' specific designs, molds, artwork and
     dyes. The Debtors believe that the inevitable delay and
     cost that would result if the Debtors were forced to
     replace the existing suppliers and equip those new
     suppliers with the Debtors' specifies molds, artwork, dyes
     and designs would be unduly burdensome and may jeopardize
     the Debtors' business operations.

The Debtors believe that the authorization to make payment to the
Critical Vendors and preservation of their relationships with the
Critical Vendors is crucial to the continued viability of the
Debtors' business and central to the Debtors' efforts to
successfully maximize value for their estates and creditors. These
services and supplies are simply not readily available in the
marketplace and either could not be replaced or the cost to
replace would exceed any benefit.

If the Critical Vendors refuse to provide necessary services and
supplies, even for a short period of time, the Debtors' ability to
timely deliver top quality product to their customers will be
severely undermined.

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.


SUN HEALTHCARE: Wants Additional Time to Challenge Claims
---------------------------------------------------------
Since the first claims objection was filed, Sun Healthcare Group,
Inc., and its debtor-affiliates have systematically categorized
and timely objected to a full range of claims.  As a result, the
Debtors have successfully disallowed and expunged, reduced, re-
characterized and liquidated thousands of disputed claims.

The Debtors also successfully implemented and completed -- except
for "new" claims of which the Debtors became aware long after it
mediated the other claims -- a separate Court-approved Alternative
Dispute Resolution procedure for personal injury claims.  The ADR
procedure has resolved the overwhelming majority of personal
injury claims.

Nonetheless, as the Debtors continue to analyze the claims
register and its books and records, the Debtors anticipate the
need for filing further omnibus objections to claims, or motions
to re-characterize claims, on various bases.

The Debtors, therefore, ask Judge Fitzgerald to further extend
their Claims Objection Deadline to September 15, 2003.

Mark D. Collins, Esq., at Richards, Layton & Finger PA, in
Wilmington, Delaware, asserts that an extension of the claims
objection deadline is necessary because the Debtors are attempting
to reach consensual resolutions with the few remaining claimants.

Judge Fitzgerald will convene a hearing at 8:30 a.m. on July 28,
2003 to consider the Debtors' request.  Pursuant to Del.Bankr.LR
9006-2, the Debtors' Claims Objection Deadline is automatically
extended until the conclusion of that hearing. (Sun Healthcare
Bankruptcy News, Issue No. 57; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


TANDYCRAFTS: Court Confirms Amended Liquidating Chapter 11 Plan
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware confirmed
Tandycrafts, Inc.'s Second Amended Chapter 11 Liquidating Plan
after finding that the Plan complies with each of the 13 standards
articulated in Section 1129 of the Bankruptcy Code:

      (1) the Plan complies with the Bankruptcy Code;
      (2) the Debtors have complied with the Bankruptcy Code;
      (3) the Plan was proposed in good faith;
      (4) all plan-related cost and expense payments are
          reasonable;
      (5) the Plan identifies the individuals who will serve as
          officers and directors post-emergence;
      (6) there is no rate changes provided in the Plan for
          which a governmental regulatory commission will have
          jurisdiction over the Debtors;
      (7) creditors receive more under the plan than they would
          in a chapter 7 liquidation;
      (8) all impaired creditors have voted to accept the Plan,
          or, if they voted to reject, then the plan complies
          with the absolute priority rule;
      (9) the Plan provides for full payment of Priority Claims;
     (10) at least one non-insider impaired class voted to
          accept the Plan;
     (11) the Plan is feasible and confirmation is unlikely to
          be followed by a liquidation or need for further
          financial reorganization;
     (12) all amounts owed to the Clerk and the U.S. Trustee
          will be paid; and
     (13) the Debtors are not parties to any retiree benefit
          plan.

Commencing on the Effective Date, the Plan Trustee may use,
acquire and dispose of property and compromise or settle any post-
Effective Date claims or interests without supervision or approval
by the Bankruptcy Court and free of any restrictions of the
Bankruptcy Code or Bankruptcy Rules.

Title to all of the Assets and Cash of the Debtors and their
Estates shall vest in the Tandycrafts Liquidating Trust.
Additionally, any executory contracts or unexpired leases, which
have not expired by their own terms shall be deemed rejected by
the Debtors on the Effective Date.

Tandycrafts, a leading manufacturer and marketer of picture
frames, mirrors and other wall decor products, filed for chapter
11 protection on May 15, 2001 (Bankr. Del. Case No. 01-1764).
When the Company filed for protection from its creditors, it
listed assets of $64,559,000 and debts of $56,370,000.


THINKPATH INC: Sells IT Staffing Division to Treklogic Inc.
-----------------------------------------------------------
Thinkpath Inc. (OTCBB:THTHF) announced the sale of its IT Staffing
division to Treklogic Inc. (TKI. CDNX) of Toronto, in
consideration of cash, a note, and assumption of all employee
liabilities. Tony French, former Executive Vice President of
Thinkpath Inc., has joined Treklogic as Vice President of Business
Development.

This transaction allows Thinkpath to focus all of its resources on
building its engineering consulting, design services, and
technical publishing business.

This is the final step in the restructuring process undertaken
last year in order to regain profitability and focus. Engineering
is now Thinkpath's core business and through the acquisition of
CAD CAM Inc., in 1999, Thinkpath has a 25-year history and track
record to build upon.

In early 2003, the establishment of engineering services was
initiated in Canada and with the move to ABB's automation
headquarters in Brampton, the company is positioned for
significant growth.

Thinkpath Inc., (OTCBB:THTHF) is a global provider of
technological solutions and services in engineering knowledge
management, including design, drafting, technical publishing, and
consulting. Thinkpath enables corporations to reinvent themselves
structurally; drive strategies of innovation, speed to market,
globalization and focus in new and bold ways. We are experts in
the aerospace, automotive, manufacturing and health care
industries.

Further information about the company, its services and products
can be found at http://www.thinkpath.com

Thinkpath Inc.'s March 31, 2003 balance sheet shows that its total
current liabilities outweighed its total current assets by about
$3 million.

                    Going Concern Uncertainty

In its SEC Form 10-Q for the quarter ended March 31, 2003, the
Company's management issued this statement:

"Certain principal conditions and events are prevalent which
indicate that there could be substantial doubt about the company's
ability to continue as a going concern for a reasonable period of
time. These conditions and events include significant operating
losses, working capital deficiencies, and violation of certain
loan covenants. At March 31, 2003, the Company had a working
capital deficiency of $2,929,074, a deficit of $35,621,666 and has
suffered recurring losses from operations.

"With insufficient working capital from operations, the Company's
primary sources of cash are a receivable discount facility with
Morrison Financial Services Limited and proceeds from the sale of
equity securities. At March 31, 2003, the balance on the
receivable discount facility was approximately $1,300,000. The
company is currently within margin of its receivable discount
facility with Morrison Financial Services Limited based on 75% of
qualifying accounts receivable.

"During the three months ended March 31, 2003, the company closed
$875,000 in convertible debentures pursuant to a financing
arrangement entered into on December 5, 2002. The funds were used
for various debt settlements and critical payables."


TRANSDIGM: Receives Consents in Tender Offer for 10.375% Notes
--------------------------------------------------------------
TransDigm Inc., announced that, in connection with its tender
offer to purchase any and all of its outstanding 10.375% Senior
Subordinated Notes due 2008, it has received the consents
required,

(a) to eliminate substantially all of the restrictive covenants,
    certain event of default provisions and certain provisions
    relating to a merger, consolidation or sale of all or
    substantially all of its assets, and

(b) to amend certain defeasance provisions, currently contained in
    the indenture governing the Notes, each as described in
    TransDigm Inc.'s Offer to Purchase dated June 23, 2003.

As a result of obtaining the required consents, TransDigm Inc. has
executed and delivered a supplemental indenture setting forth the
amendments. The supplemental indenture provides that the
amendments contained therein will become operative only when
validly tendered Notes are purchased pursuant to the Offer to
Purchase.

TransDigm Inc. commenced the tender offer on June 23, 2003 and the
offer will expire at 12:00 midnight, New York City time, on
July 21, 2003, unless extended or earlier terminated.

Credit Suisse First Boston LLC is acting as dealer manager and
solicitation agent in connection with the tender offer and
solicitation of consents. The Information Agent is Georgeson
Shareholder Communications, and the Depositary is U.S. Bank
National Association. Copies of the Offer to Purchase and related
materials are available by contacting the Information Agent at
(212) 440-9800 or (800) 261-8161. Persons with questions regarding
the tender offer and consent solicitation should contact Credit
Suisse First Boston LLC's Liability Management Group at either
(212) 325-2537 or (800) 820-1653.

TransDigm is a leading manufacturer of highly engineered component
products for the commercial and military aerospace industries. The
company sells its products to commercial OEM and aftermarket
customers. TransDigm's major product lines include gear pumps,
igniters and ignition systems, electromechanical actuators and
controls, NiCad batteries/chargers, engineered connectors,
lavatory components, and engineered latches.

As reported in Troubled Company Reporter's July 2, 2003 edition,
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B+' corporate credit rating, on TransDigm Inc., and removed
them from CreditWatch where they were placed on March 18, 2003.
The outlook is stable.

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


UNITED AIRLINES: U.S. Bank Seeks Stay Relief to Control Funds
-------------------------------------------------------------
U.S. Bank, N.A. serves as Indenture Trustee for the Miami-Dade
County Industrial Development Authority.  On March 1, 2000, the
MDCIDA issued a Miami-Dade County Industrial Development
Authority Special Facilities Revenue Bonds Series 2000, for
$32,365,000.  The proceeds were used to finance the acquisition,
construction and improvement of a portion of the Miami Airport.

The MDCIDA deposited the proceeds into a Bond Fund and a Project
Fund.  Instead of providing a loan, the MDCIDA permitted United
to take draws from the Project Fund.  United was obligated to
repay the money drawn from the Project Fund by paying the
principal and interest on the Bonds.

The Bonds are limited obligations of the MDCIDA and are payable
only from the Trust Estate, which is pledged to U.S. Bank as
Trustee for the benefit of the Holders.  Pursuant to the
Indenture, U.S. Bank has a first lien on the Bond Fund.
Katherine A. Constantine, Esq., at Dorsey & Whitney, in
Minneapolis, emphasizes that United does not have a direct
present interest in the Bond Fund, which was established by the
issuer, MDCIDA.

Ms. Constantine notes that this request is substantially
identical to those filed by HSBC Bank USA and SunTrust.  On the
hearing day for those requests, United agreed on similar orders
for the Bondholders that U.S. Bank served as Indenture Trustee
for.  However, United changed its mind and refused to submit the
agreed orders unless U.S. Bank released construction funds it
held connected to the indenture of trust and bonds that are
completely separate and totally unrelated to the indenture of
trust and the Bond Fund at issue here.

The money in the Bond Fund is in U.S. Bank's possession and does
not constitute property of United's estate.  Consequently, the
automatic stay does not apply to U.S. Bank's actions on these
funds.  But out of an abundance of caution, U.S. Bank asks Judge
Wedoff to confirm that the exercise of its rights to the Bond
Fund is not a violation of the automatic stay.  On behalf of the
bondholders secured by pledged funds, U.S. Bank wants the stay
modified or annulled to permit it to exercise rights and remedies
to money deposited in the Bond Fund. (United Airlines Bankruptcy
News, Issue No. 22; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


US MINERAL: Gets Court OK to Retain Ernst & Young as Accountants
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware grants
United States Mineral Products Company's (doing business as
Isolatek International) permission to employ Ernst & Young LLP as
its Accountants, Auditors and Tax Service Providers.

The nature and extent of the accounting, auditing and tax services
that the Debtor proposes to have Ernst & Young render include:

     a. recurring audit work related to the expression of an
        opinion on the consolidated financial statements of the
        Company for the year ended March 30, 2003;

     b. audits of the Company's various domestic employee
        benefit plans for the years ended December 31, 2002 and
        March 30, 2003;

     c. rendering tax consulting services;

     d. rendering accounting assistance, if needed, in
        connection with reports required by the Court;

     e. assisting Debtor's legal counsel with the analysis and
        revision of the Debtor's plan or plans of
        reorganization;

     f. consulting with the Debtor's management and legal
        counsel in connection with other business matters
        relating to the activities of the Debtor;

     g. providing expert testimony as required;

     h. working with accountants and other financial consultants
        for committees and other creditor groups;

     i. assisting the Debtor with the preparation of the
        Schedule of Assets and Liabilities and the Statements of
        Financial Affairs;

     j. assisting with such other matters as Debtor's management
        or legal counsel and Ernst & Young may agree to from
        time to time.

Peter Holloway discloses that Ernst & Young's current hourly rates
are:

          Partners and Principals   $550 to $700 per hour
          Senior Manager            $500 to $600 per hour
          Manager                   $350 to $500 per hour
          Senior                    $250 to $350 per hour
          Staff                     $175 to $250 per hour

United States Mineral Products Company doing business as Isolatek
International, manufactures and sells spray-applied fire resistive
material, insulation and acoustical products to the commercial and
industrial construction industry in North America, Central
America, South America and the Caribbean. The Company filed for
chapter 11 bankruptcy protection on June 23, 2001 (Bankr. Del.
Case No. 01-2471).  Aaron A. Garber, Esq., David M. Fournier,
Esq., and David B. Stratton, Esq., at Pepper Hamilton LLP,
represent the Debtor in its restructuring efforts.


USG CORP: Futures Rep. Wants to Modify CIBC's Engagement Terms
--------------------------------------------------------------
Dean M. Trafelet, Esq., the legal representative for future
claimants, asks the Court, overseeing USG Corporation's chapter 11
cases, to modify the terms of CIBC World Markets Corporation's
retention.

The Court previously approved CIBC's retention terms as the
Futures Representative's investment banker and financial advisor
in November 2002 and subsequently extended them in April 2003.
The Futures Representative wants to enlarge the scope of CIBC's
retention so that the firm may participate in the valuation
process over the next three months.  CIBC is expected to provide
these additional services to the Futures Representative during
the three-month period:

    (a) analyze and evaluate the Debtors' analysis of their
        businesses' current value;

    (b) comment on and critique the Debtors' analysis;

    (c) analyze and evaluate the analyses that may be propounded
        by other constituencies; and

    (d) propose an alternative analysis of the value of the
        Debtors' businesses.

The principal terms of the Amended Letter Agreement are:

    Term:  The Amended Letter Agreement has a term of three
           months commencing July 1, 2003 and ending on
           September 30, 2003.

    Fees:  As compensation for the Additional Services,
           CIBC proposes to charge the Debtors' estates a
           monthly fees of $145,000 for the three-month
           period.  Upon expiration of this period, the
           monthly fee shall be reduced to $25,000 in
           accordance with the Supplemental Retention
           Letter. (USG Bankruptcy News, Issue No. 49; Bankruptcy
           Creditors' Service, Inc., 609/392-0900)


VIALINK CO.: Issues $800K of Promissory Notes to Shareholders
-------------------------------------------------------------
The viaLink Company has received loan proceeds totaling $800,000
from certain existing stockholders. In exchange, the Company
executed promissory notes and issued warrants. For each increment
of $10,000 loaned to the Company warrants to purchase 50,000
shares were issued. The notes bear interest at an annual rate of
10% and mature upon the earlier of six months from the issuance
date or a triggering event as defined in the notes. The warrants
expire 5 years from the date of issuance, and the stock underlying
the warrants is currently authorized but not registered. The
Company may obtain additional loan proceeds on the same terms and
conditions and in that event will similarly report such receipt.

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

"We provide subscription-based, business-to-business electronic
commerce services that enable food industry participants to more
efficiently manage their highly complex supply chain information.
Our services allow manufacturers, wholesalers, distributors, sales
agencies (such as food brokers) and retailers to communicate and
synchronize item, pricing and promotion information in a more
cost-effective and accessible way than has been possible using
traditional electronic and paper-based methods.

"Our strategy is to continue our investment in marketing and sales
activities, development of our viaLink services and customer
support services to facilitate our plan to penetrate the market
and build recurring revenues generated from subscriptions to our
viaLink services. Consequently, we resemble a development stage
company and will face many of the inherent risks and uncertainties
that development stage companies face. There can be no assurance,
however, that these efforts will be successful. Our failure to
successfully execute our strategy would have a material adverse
effect on our business, financial condition and results of
operations, including our viability as an enterprise. As a result
of the high level of expenditures for investment in technology
development, implementation, customer support services, and
selling and marketing expenses, we expect to incur losses in the
foreseeable future periods until such time, if ever, as the
recurring revenues from our viaLink services are sufficient to
cover the expenses.

"Our clients and customers range from small, rapidly growing
companies to large corporations in the consumer packaged goods and
retail industries and are geographically dispersed throughout the
United States.

"We reported a substantial loss from operations for the fiscal
years ended December 31, 2000, 2001 and 2002, and we expect to
incur losses for the fiscal year ending December 31, 2003. The
extent of these losses will depend primarily on the amount of
revenues generated from implementations of and subscriptions to
our viaLink services, which have not yet achieved significant
market acceptance or market penetration and the amount of expenses
incurred in generating these revenues. In order to achieve market
penetration and acceptance we expect to continue our expenditures
for development of our viaLink services. These expenses have
substantially exceeded our revenues.

"Our independent auditors have issued their Independent Auditors'
Report on the Company's consolidated financial statements for the
fiscal year ended December 31, 2002 with an explanatory paragraph
regarding the Company's ability to continue as a going concern. We
have generated net losses for the years ended December 31, 2000,
2001 and 2002 and have generated an accumulated deficit of $87.4
million as of March 31, 2003. We have incurred operating losses
and negative cash flow in the past and expect to incur operating
losses and negative cash flow during 2003. During 2001 and 2002 we
began to experience delays in signing small supplier customers
which were an important component of our expected implementation
revenues. We experienced these delays again in early 2003. The
signing of these suppliers is dependent upon the success of our
retailer customers' 'community development' activities. We
continue to pursue sales efforts with the small suppliers and
still believe that they will become subscribers to our services.
Due to these delays, we continue to focus our sales efforts on
leading customers, particularly retailers, each of which could
have a greater incremental effect on increasing subscription
revenues. An increase in the number of leading customers is
critical to generating positive cash flow from operations and
creating sales opportunities through 'community development'.

"The delay in generating revenues creates a need for us to obtain
additional capital in 2003 in order for us to execute our current
business plan successfully. The amount of capital will be
dependent upon (a) our services achieving market acceptance, (b)
the timing of additional customer signings, (c) our ability to
sustain current decreased levels of spending, and/or (d) the
amount of, if any, unanticipated expenditures. There can be no
assurance as to whether, when or the terms upon which any such
capital may be obtained. Any failure to obtain an adequate and
timely amount of additional capital on commercially reasonable
terms could have a material adverse effect on our business,
financial condition and results of operations, including our
ability to continue as a going concern."


WEIRTON STEEL: Gets Blessing to Hire Ketchum as PR Consultants
--------------------------------------------------------------
Weirton Steel Corporation obtained permission from the Court to
employ Ketchum, Inc., as its public relations consultant, in
accordance with the terms and conditions in an agreement dated
April 10, 2003.

Ketchum, Inc. is a multi-million dollar integrated marketing
communications agency offering advertising, public relations,
interactive marketing and research services, with offices and
affiliates on six continents.

As PR consultant, Ketchum will:

    (a) work with the Debtor's management to develop and manage a
        comprehensive communications strategy,

    (b) provide immediate strategic communications counsel
        including news releases and other documents to be used in
        the public domain,

    (c) assist company spokespersons in communicating effectively
        with the media and other public offices,

    (d) provide background and assistance in developing
        relationships with Weirton-area national media that will
        lead to improved accuracy of reporting,

    (e) assist in identifying and contacting key community leaders
        who can help convey to other influential leaders and the
        general public the facts of the Chapter 11 process and
        other significant issues, and

    (f) assist in communication with other affected audiences,
        like employees, retirees, organized labor, public
        officials, and business and trade organizations.

Ketchum's standard hourly rates of its professionals are:

    Director                 $280
    Associate Director        255
    Sr. Vice President        255
    Vice President            230
    VP Sr. Counselor/Editor   230
    Vice President/AS         195
    Accounting Supervisor     180
    Senior Writer             195
    Knowledge Manager         165
    Information Specialist    120
    Media Manager             160
    Sup. Creative Svc.        160
    Sr. Account Exec.         155
    Account Exec.             125
    Designer                  110
    Asst. Account Exec.       110
    Account Coordinator       100

The Agreement provides for a $50,000 retainer for Ketchum.
(Weirton Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


WESTLAKE CHEMICAL: S&P Assigns BB- Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Westlake Chemical Corporation and its 'B+' rating
to the company's proposed $400 million senior unsecured notes due
2011. At the same time, Standard & Poor's assigned its 'BB' rating
to the company's proposed $200 million asset-based revolving
credit facility and its 'BB' rating to the company's proposed $100
million term loan B facility.

The outlook is stable.

Proceeds of the debt offerings will be used to refinance
outstanding debt.

Houston, Texas-based Westlake, with annual sales approaching $1.3
billion and more than $500 million of outstanding debt,
manufactures basic chemicals, polymers, vinyls, and fabricated
products.

"The initial ratings on privately-held Westlake Chemical
Corporation reflect the company's below-average business position
as a commodity chemical producer and its aggressive financial
profile," said Standard & Poor's credit analyst Peter Kelly.

Westlake, which holds the U.S. operations of the Chao Group, is a
midsize producer of petrochemical products, with market positions
in two broad categories. The olefins/polyolefins category includes
ethylene (most of which is consumed internally), polyethylene, and
styrene. The chlorovinyl category includes polyvinyl chloride,
caustic soda, and vinyl chloride monomer (or VCM, a PVC
precursor).

Polyethylene is the world's most widely used plastic; Westlake is
primarily focused on LDPE, in which it is the fourth largest
producer in North America. The company is the fifth-largest North
American producer of PVC, a low-cost plastic used primarily for
construction and housing. A significant portion of Westlake PVC is
used internally in a plastics fabrication business, which has good
domestic shares in PVC pipe and fence.

Competition in the company's business segments is very intense,
and based primarily on price. Exposure to commodity chemical
cycles is a negative credit attribute, as is the company's
concentration in North America. Some diversity of the product line
and the divergence of cycles among these businesses can lessen the
sometimes volatile swings in profitability and cash flows. Also,
the fabricated products business reduces exposure to the PVC
market and further diversifies cash flow streams.

Westlake's reliance on natural gas liquids and its inability to
process naphtha, as many of its competitors do, are negative
ratings factors that can affect financial performance. In
addition, the company's general exposure to volatile feedstock and
energy costs is a risk factor. For example, in the midst of a
difficult operating environment in 2001 in which feedstock costs
were high, the company's operating margin (before depreciation and
amortization) was minimal. Westlake is positioned to benefit from
generally favorable supply and demand conditions in VCM, PVC,
and PE in the intermediate term, primarily due to limited capacity
additions in these businesses.


WESTPOINT STEVENS: Wants to Pay Prepetition Sales & Use Taxes
-------------------------------------------------------------
John J. Rapisardi, Esq., at Weil Gotshal & Manges LLP, in New
York, relates that in connection with the normal operation of
their businesses in the ordinary course, WestPoint Stevens Inc.,
and its debtor-affiliates collect sales and use taxes from their
customers on behalf of various state and local taxing authorities
for payment to Taxing Authorities.  On a periodic basis, typically
monthly, the Debtors pay to the Taxing Authorities all previously
collected Sales and Use Taxes via funds drawn by checks or by
means of electronic fund transfers.

The Debtors estimate that Sales and Use Taxes collected but not
paid to the Tax Authorities as of the Petition Date total
$1,000,000.  In addition, prior to the Petition Date, certain
Taxing Authorities were sent checks in respect of these
obligations that may not have cleared the Debtors' banks or other
financial institutions as of the Petition Date.

Accordingly, the Debtors sought and obtained authority to pay all
prepetition Sales and Use Tax obligations owed to the Taxing
Authorities.

Pursuant to Section 105(a) of the Bankruptcy Code, the "court may
issue any order, process, or judgment that is necessary or
appropriate to carry out the provisions of this title."  The
Debtors submit that the relief requested is necessary and
appropriate to carry out the provisions of the Bankruptcy Code.

Mr. Rapisardi maintains that Sales and Use Taxes are afforded
priority status under Section 507(a)(8) of the Bankruptcy Code
and, therefore, must be paid in full before any general unsecured
obligations of a Debtor may be satisfied.  Accordingly, the
relief will not prejudice the rights of general unsecured
creditors or other parties-in-interest.

To the extent that the Debtors have collected Sales and Use Taxes
from their customers, these funds are held in trust by the
Debtors for the benefit of the Taxing Authorities and do not
constitute property of the Debtors' estates.  See, e.g., Begier
v. Internal Revenue Service, 496 U.S. 53 (1990); In re Shank, 792
F.2d 829, 830 (9th Cir. 1986) (sales taxes required by state law
to be collected by sellers from their customers are "trust fund"
taxes); DeChiaro v. New York State Tax Commission, 760 F.2d 432,
433-34 (2d Cir. 1985) (same); In re American Int'l Airways, Inc.,
70 B.R. 102, 103 (Bankr E.D. Pa. 1987) (excise and withholding
taxes); In re Tap, Inc., 52 B.R. 271, 272 (Bankr. D. Mass. 1985)
(withholding taxes).  Accordingly, the Bankruptcy Code does not
prohibit a debtor from paying these taxes.

Moreover, Mr. Rapisardi points out that many state statutes hold
officers and directors of collecting entities personally liable
for sales and use taxes owed by those entities.  To the extent
that any Sales and Use Taxes remain unpaid by the Debtors, the
Debtors' officers and directors may be subject to lawsuits or
criminal prosecution during the pendency of these Chapter 11
cases.  Any lawsuit or criminal prosecution would distract the
Debtors and their officers and directors from formulating and
confirming a Chapter 11 plan, to the detriment of all parties-in-
interest in these Chapter 11 cases.

Similar relief has been granted by courts in this district.  See,
e.g., In re Worldcom, et al., Case No. 02-40188 (AJG) (Bankr.
S.D.N.Y. 2002); In re Global Crossing LTD., et al., Case No. 02-
13533 (REG) (Bankr. S.D.N.Y. 2002); In re Adelphia Business
Solutions, Inc., et al., Case No. 02-11389 (REG) (Bankr. S.D.N.Y.
2002); In re Enron Corp., et al., Case No. 01-16034 (AJG) (Bankr.
S.D.N.Y. 2001); In re Sunbeam Corp., Case No. 01-40291 (AJG)
(Bankr. S.D.N.Y. 2001).

Judge Drain further directs all applicable banks, when requested
by the Debtors in their sole discretion, to receive, process,
honor, and pay any and all checks drawn on the Debtors' accounts
to pay the prepetition Sales and Use Taxes, whether those checks
were presented prior to or after the Petition Date, and to make
other transfers provided that sufficient funds are available in
the applicable accounts to make these payments.  The Debtors
represent that each of these checks or transfers can be readily
identified as relating directly to the authorized payment of
prepetition Sales and Use Taxes.  The Debtors believe that checks
and transfers other than those relating to authorized payments
will not be honored inadvertently. (WestPoint Bankruptcy News,
Issue No. 4; Bankruptcy Creditors' Service, Inc., 609/392-0900)


WILLCOX & GIBBS: Ch. 7 Trustee Turns to Mainstream for Advice
-------------------------------------------------------------
Michael B. Joseph, the Chapter 7 Trustee overseeing the
liquidation of Willcox & Gibbs, Inc., and its debtor-affiliates'
estates, sought and obtained approval from the U.S. Bankruptcy
Court for the District of Delaware to retain Mainstream
Dispositions, LLC as his advisors and consultants.

The Trustee wants to retain Mainstream because of its extensive
experience and knowledge of the estates.  The Trustee says
Mainstream is well qualified to advise and assist in Willcox &
Gibbs' chapter 7 cases.

Specifically, Mainstream will:

     (a) travel to, locate and secure the appropriate documents,
         records, files and electronic media (believed to be
         located in Georgia, Florida, California and
         Pennsylvania) relating to the Debtors;

     (b) review the available appropriate documents, records,
         files and electronic media of the Debtors and prepare a
         preliminary summary report identifying by Debtor, the
         name of vendor/supplier(s), and/or officer/insider(s)
         to whom an alleged preference or other avoidable
         payment was made, the date the payment was made and the
         dollar value associated with the payment;

     (c) when possible, conduct interviews with former employees
         of the Debtors to confirm and verify specific data
         relative to documents, records, files and electronic
         media regarding alleged preference payments;

     (d) evaluate and analyze all available information relative
         to avoidable payments made on behalf of the Debtors and
         prepare a final summary report identifying the name of
         vendor/supplier(s), and/or officer/insider(s) to whom
         an alleged avoidable payment(s) was made, the date the
         payment was made and the dollar value associated with
         the payment;

     (e) prepare individual case files with copies of all
         supporting documentation on each vendor/supplier(s)
         and/or officer/insider(s) to whom an alleged avoidable
         payment(s) was made;

     (f) coordinate activities and work in a collaborative
         manner with legal and other entities associated with
         the avoidance analysis and the estate; and

     (g) conduct such other inquiries and prepare such other
         reports as the Trustee may request.

Mainstream will charge the Trustee for its services on an hourly
basis at a rate of $275 per hour, which includes a staff of up to
3 people.  The Estates will pay Mainstream a $24,750 retainer,
which will be applied against all amounts owing by the Estates to
Mainstream, upon proper application to and approval by the
Bankruptcy Court.

The Company filed for chapter 11 protection on August 6, 2001
(Bankr. Del. Case No. 01-10031).  The case was then converted to
Chapter 7 Liquidation on April 9, 2002.  When the Company filed
for protection from its creditors, it listed $36,393,000 in assets
and $29,994,000 in debts.


WORLDCOM INC: Asks Court to Approve $2.6M Jamestown Break-Up Fee
----------------------------------------------------------------
Sharon Youdelman, Esq., at Weil Gotshal & Manges LLP, in New
York, tells the Court that as the stalking horse bidder for the
Pentagon City office complex, Jamestown TSA, L.P., has
established a guaranteed return for the Worldcom Debtors' estates
and creditors.  Even if Jamestown ultimately is not the successful
bidder, the Debtors and their estates will have benefited from
the higher purchase price established by the improved bid.  The
Auction Procedures require that competing offers exceed the
$133,400,000 Purchase Price by $2,800,000.

Thus, the Debtors sought and obtained Court approval of a
$2,600,000 Break-Up Fee, representing 1.95% of the Purchase
Price, which would be payable by the Debtors to Jamestown in the
event an Alternative Transaction prevails at the Auction and the
Alternative Transaction is approved and consummated.

If an alternative transaction ultimately is approved and
consummated, the Break-Up Fee will only be payable after the sale
proceeds have been received by the estates and from amounts that
are in excess of the Purchase Price.  Consequently, there is no
diminution in value to the Debtors' estates.

"Break-up fees enable a debtor to assure a sale to a
contractually committed bidder at a price the debtor believes is
fair and reasonable, while providing the debtor with the
opportunity of obtaining even greater benefits for the estate
through an auction process," Ms. Youdelman explains. (Worldcom
Bankruptcy News, Issue No. 31; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


* DebtTraders' Real-Time Bond Pricing
-------------------------------------

Issuer               Coupon   Maturity  Bid - Ask  Weekly change
------               ------   --------  ---------  -------------
Federal-Mogul         7.5%    due 2004  14.5 - 16.5       0.0
Finova Group          7.5%    due 2009  43.5 - 44.5      +0.5
Freeport-McMoran      7.5%    due 2006  102.5 - 103.5     0.0
Global Crossing Hldgs 9.5%    due 2009  4.5 -  5.0       +0.25
Globalstar            11.375% due 2004  3.0 - 3.5        -0.5
Lucent Technologies   6.45%   due 2029  68.25 - 69.25    -0.75
Polaroid Corporation  6.75%   due 2002  11.0 - 12.0       0.0
Westpoint Stevens     7.875%  due 2005  20.0 - 22.0       0.0
Xerox Corporation     8.0%    due 2027  84.0 - 86.0      -1.5

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

                          *********

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 ***