TCR_Public/030714.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, July 14, 2003, Vol. 7, No. 137   

                          Headlines

ACTERNA CORP: Earns Nod to Hire Ordinary Course Professionals
ADVANCED CELLULAR: Signs-Up Clancy and Co. as New Accountants
AMERISTAR CASINOS: Will Publish 2nd Quarter Results on July 28
ANC RENTAL: Wants Exclusivity Period Extended Until Nov. 3, 2003
ANTARES FUNDING: Fitch Cuts 3 Class Ratings to Low-B/Junk Levels

ASIA GLOBAL CROSSING: UST Calls for July 22 Sec. 341(a) Meeting
ASSET SECURITIZATION: Fitch Lowers Class A-7 Notes Rating to BB+
AT&T LATIN AMERICA: Enters Final Phase of Restructuring Process
AVADO BRANDS: Liquidity Insufficient to Satisfy Alleged Defaults
AVISTA CORP: Appeals Ruling on Energy Regulatory Investigation

BIOVEST INT'L: Elects Aidman Piser as New Independent Auditors
CABLE SATISFACTION: Bankers Extend Debt Waivers Until Oct. 31
CALPINE CORP: Caps Price of $3.3 Billion Secured Notes Offering
CALYPTE BIOMEDICAL: Prepares Prospectus for Resale of Shares
C.E.C. INDUSTRIES: Creditors Agree to Reduce Long-Term Debt

CELGENE CORP: S&P Rates Corporate Credit & Sub. Debt at B/CCC+
CENTERPOINT FUNDING: Fitch Junks Class C Notes' Rating at CCC
CLAYTON HOMES: Cerberus Expresses Interest in Acquiring Company
COEUR D'LENE MINES: Offering 178,000 Shares for $250,000
DANA CORP: Carefully Considering ArvinMeritor's Tender Offer

DAUPHIN TECH.: Pulls Plug on Engagement Pact with Grant Thornton
DELTA AIR: Names Ricardo Okamoto as Field Director, Pacific Ops.
DIRECTV LATIN: Raven Media Wants Trustee or Examiner Appointed
EL PASO CORP: Responds to Energy Regulator's July 9 Order
ENRON CORP: Files Joint Plan & Disclosure Statement in S.D.N.Y.

ENRON: Seeks Nod for Amended Safe Harbor Termination Procedures
EXIDE TECHNOLOGIES: Files Plan of Reorganization in Delaware
FAIRFAX FIN'L: AM Best Assigns BB+ Senior Unsecured Debt Rating
FAIRFAX FIN'L: S&P Rates $150 Mill. Senior Unsecured Debt at BB  
FEDERAL-MOGUL: Appoints Charles G. McClure CEO ad President

FLEMING: Strikes AFCO Settlement re Insurance Financing Dispute
FOUNTAIN VIEW: California Court Confirms Plan of Reorganization
GENUITY INC: Court Enforces Section 362 & 525 Provisions
GLIMCHER REALTY: Provides Updated Estimate of Q2 and FY 2003 FFO
GLOBAL CROSSING: Court Grants 5th Exclusivity Period Extension

GRAPHIC PACKAGING: Commences Tender Offer for 8-5/8% Sr. Notes
GRUPO IUSACELL: Waiver of Loan Defaults Extended to August 14
GST TELECOMMS: Will Make 4th Distribution to Unsecureds Tomorrow
HEALTH CARE REIT: Plans to Sell 1.5 Million Shares to Repay Debt
HERCULES: Expects 2nd Quarter Results above Previous Estimates

HOMESTORE INC: Enters Strategic Relationship with ImproveNet Inc
KMART CORP: Seeks Clearance for Environmental Claims Settlement
LOAN FUNDING: Fitch Assigns BB Rating to Ser. 2003-1 Cl. B Notes
LTV CORP: Copperweld Turns to McDermott for Special Labor Advice
MAGELLAN HEALTH: Court Expands Ernst & Young's Engagement Scope

MANITOWOC CO.: Targets $60 Million Debt Reduction by Year-End
MCSI INC: Court Approves $10 Mill. DIP Financing on Final Basis
MEDMIRA INC: Obtains Exchange Approval for 10MM Preferred Shares
METROPOLITAN ASSET: Fitch Affirms Class B-2 Notes Rating at BB
MONEY STORE: Class MH-2 Rating Dives Down to D-Level from BB

NATIONSRENT: Court Approves SouthTrust Inventory Sale Agreement
NOBEL LEARNING: A. J. Clegg & John R. Frock Leave Sr. Management
NORWEST INTEGRATED: Fitch Affirms Class B-5 Notes Rating at B
NORTEL NETWORKS: Extends EDC Master Facility Until Dec. 31, 2005
NRG ENERGY: Classification & Treatment of Claims Under Plan

OGLEBAY NORTON: Gets Waiver of Covenants Under Note Indenture
ORIENTAL TRADING: $290M Senior Secured Loans Get BB- Rating
OWENS-ILLINOIS: Will Publish Second Quarter Earnings on July 22
PANGEO PHARMA: Files for CCAA Protection in Montreal
PAYLESS SHOESOURCE: S&P Hatchets Corporate Credit Rating to BB

PG&E NATIONAL: USGen Wants to Honor & Pay Critical Vendor Claims
PG&E NATIONAL: Transactive Reports Results of 18-Month Study
PHOENIX GROUP: Court Approves Discl. Statement and Confirms Plan
PILLOWTEX CORP: Term Loan Forbearance Agreement Expires Today
PLURISTEM: Shoos-Away Marc Lumer & Signs-Up E&Y as New Auditors

PPT VISION: PwC Doubts Company's Ability to Continue Operations
PRAXIS PHARMA: Brings-In Morgan & Co as New Independent Auditors
PROTEIN DESIGN: S&P Assigns Junk Rating to $250-Mil. Sub. Notes
QWEST COMMS: Launches Competitive Long-Distance Service in Minn.
RCN CORP: Commences Tender Offer for $290 Mill. of Senior Notes

RHC SPACEMASTER: Leggett Acquires Company's Assets for $46 Mill.
RELOCATE 411.COM: Hires Gately & Associates as New Auditors
RIVERWOOD: Commences Tender Offers for 10-7/8% & 10-5/8% Notes
RRUN VENTURES: Changing Company Name to Livestar Entertainment
SELECT MEDICAL: S&P Revises Lower-B Ratings Outlook to Stable

SILICON GRAPHICS: Says Q4 FY 2003 Results Within Guidance Range
SILICON GRAPHICS: Agrees to Sublease ATC Campus to Google Inc.
SKYWAY AIRLINES: Reaches Tentative Labor Agreement with Pilots
SPIEGEL GROUP: Wants Plan Filing Exclusivity Extended to Nov. 12
SPIEGEL GROUP: June 2003 Net Sales Tumble 19% to $160 Million

STILLWATER MINING: Will Publish 2nd Quarter Results on July 25
TECO ENERGY: S&P Keeps Ratings Watch over Synfuel Concerns
TECO ENERGY: Responds to S&P's Action, Placing Ratings on Watch
TENET HEALTHCARE: S&P Downgrades Corporate Credit Rating to BB
TELETECH: Undertakes Initiatives to Cut Cost Structure by $40MM

UNITED AIRLINES: AirLiance Seeks Stay Relief to Setoff Claims
UNITED AIRLINES: Enters 10-Year Pact with Trans States Airlines
U.S. CAN CORP: Offering $125MM 2nd Priority Senior Secured Notes
WEIRTON STEEL: Court Okays Donlin's Retention as Claims Agent
WESTERN WIRELESS: S&P Junks $600 Million Senior Notes Rating

WESTPOINT STEVENS: Signs-Up Innisfree M&A as Tabulation Agent     
WORLDCOM INC: Wants Court Blessing to Assume Amended Texas Lease

* Thomas Middleton Joins The Blackstone Group as Managing Director

* BOND PRICING: For the week of July 14 - July 18, 2003

                          *********

ACTERNA CORP: Earns Nod to Hire Ordinary Course Professionals
-------------------------------------------------------------
Acterna Corp., and its debtor-affiliates sought and obtained the
Court's permission to  continue employing 36 professionals needed
in the ordinary course of their businesses.  The Debtors need the
Ordinary Course Professionals to render a wide range of legal,
accounting, tax, real estate, and other services that impact their
day-to-day operations.

The Debtors also obtained authority to employ other ordinary
course professionals without further Court order.  However, the
Debtors are required to file a notice to employ additional
ordinary course professionals and serve the notice on:

  (i) the U.S. Trustee;

(ii) the attorneys for the Debtors' lenders;

(iii) the attorneys for Clayton, Dubilier & Rice, Inc.;

(iv) the attorneys for the unsecured creditors' committees; and

  (v) all other parties-in-interest in these cases.

If no objections to any additional professionals are filed within
15 days after the service of the Notice, the employment of such
Ordinary Course Professional will be deemed approved by the
Court.

"It is essential that the employment of the Ordinary Course
Professionals, many of whom are already familiar with the
Debtors' affairs, be continued on an ongoing basis so as to avoid
disruption of the Debtors' normal business operations," Paul M.
Basta, Esq., at Weil, Gotshal & Manges LLP, says.

The Debtors are also permitted to pay each Ordinary Course
Professional, without a prior application to the Court, 100% of
the fees and disbursements incurred.  The Ordinary Course
Professionals are required to submit appropriate invoices
detailing the nature of the services rendered and disbursements
actually incurred.  The Debtors are authorized to pay up to the
lesser of:

   (a) $25,000 per month per Ordinary Course Professional; or

   (b) $250,000 per month, in the aggregate, for all Ordinary
       Course Professionals.

In the event that an Ordinary Course Professional seeks more than
$25,000 in a single month or $100,000 in the aggregate in these
Chapter 11 cases, that professional will be required to file a
fee application for the full amount of their fees.

On or before the 25th day of each month following the month for
which compensation is sought, the Debtors will furnish to their
lenders a report of the aggregate amount paid to the Ordinary
Course Professionals in the prior month. (Acterna Bankruptcy News,
Issue No. 6; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ADVANCED CELLULAR: Signs-Up Clancy and Co. as New Accountants
-------------------------------------------------------------
On July 1, 2003, Clancy and Co., P.L.C., replaced Hein +
Associates LLP as Advanced Cellular Technology Inc.'s independent
public accountants. The Company's Board of Directors approved and
ratified the change of accountants from Hein to Clancy.

Hein, the principal accountant previously engaged to audit the
Company's financial statements, resigned as auditors for Advanced
Cellular Technology, Inc. on June 26, 2003. Hein reported on the
Company's consolidated financial statements for the years ended
1990 through 2002. Their report was modified to include an
explanatory paragraph which indicated substantial doubt regarding
the Company's ability to continue operations as a going concern.


AMERISTAR CASINOS: Will Publish 2nd Quarter Results on July 28
--------------------------------------------------------------
Ameristar Casinos, Inc. (Nasdaq: ASCA) plans to release its second
quarter 2003 earnings report on Monday, July 28 at 6 p.m. Eastern
Time.  A conference call discussing the company's quarterly
earnings is scheduled to follow the news release distribution on
July 29 at 2:30 p.m. Eastern Time.

Conference call participants are requested to dial in at least
five minutes early to ensure a prompt start.  The telephone number
is 800-289-0468.

Ameristar's quarterly earnings conference call will be recorded,
and can be replayed until August 8, 2003 at 8 p.m. Eastern Time.  
To listen to the replay, call 888-203-1112.  The replay access
code number is 754826.

Ameristar Casinos, Inc. (Nasdaq: ASCA) -- whose 10-3/4% Notes due
Feb. 2009 are rated 'B3' by Moody's and 'B' by Standard & Poor's -
- is an innovative, Las Vegas-based gaming and entertainment
company known for its distinctive, quality conscious hotel-casinos
and value orientation.  Led by President and Chief Executive
Officer Craig H. Neilsen, the organization's roots go back nearly
five decades to a tiny roadside casino in the high plateau country
that borders Idaho and Nevada. Publicly held since November 1993,
the corporation owns and operates six properties in Nevada,
Missouri, Iowa and Mississippi, two of which carry the prestigious
American Automobile Association's Four Diamond designation.
Ameristar's Common Stock is traded on the NASDAQ National Market
System under the symbol: ASCA.

Visit Ameristar Casinos' Web site at
http://www.ameristarcasinos.comfor more information.


ANC RENTAL: Wants Exclusivity Period Extended Until Nov. 3, 2003
----------------------------------------------------------------
ANC Rental Corporation and its debtor-affiliates ask the Court to
extend the period within which they have the exclusive right to
file a Chapter 11 plan to November 3, 2003 and the period within
which they have the exclusive right to solicit acceptances of that
plan to January 2, 2004.

Mark J. Packel, Esq., at Blank Rome LLP, in Wilmington, Delaware,
recounts that since the Petition Date, the Debtors' focus has
been on restructuring their business and maximizing value for all
of their creditors.  The Debtors retained Lazard Freres & Co. to
assist them in the process of exploring strategic alternatives
and interest from preliminary investors and acquirers.  As a
result of their analysis during this process, Lazard and the
Debtors determined that the best option to achieve maximum value
for their stakeholders would be to initiate a full auction
process and market ANC to a broad range of financial and
strategic buyers.  Using its industry expertise and contacts, Mr.
Packel reports that Lazard conducted an extensive and exhaustive
sale and marketing process.  The Debtors are nearing the end of
the Chapter 11 process, and contemplate filing a liquidating
Chapter 11 plan shortly.

"The Debtors have been paying their undisputed postpetition
obligations as they come due in the ordinary course," Mr. Packel
assures the Court.  "Therefore, sufficient cause exists to
warrant an extension of the Exclusive Periods so that the Debtors
leave a reasonable opportunity to develop and negotiate a
confirmable plan of reorganization."

The Court will convene a hearing on July 21, 2003 to consider the
Debtors' request.  By application of Del.Bankr.LR 9006-2, the
Debtors' exclusive filing period is automatically extended
through the conclusion of that hearing. (ANC Rental Bankruptcy
News, Issue No. 35; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


ANTARES FUNDING: Fitch Cuts 3 Class Ratings to Low-B/Junk Levels
----------------------------------------------------------------
Fitch Ratings downgrades three classes of notes issued by Antares
Funding, L.P., a collateralized debt obligation established in
December 1999. The following rating actions are effective
immediately:

-- $43,500,000 class C third priority senior secured notes to
   'BB+' from 'BBB';

-- $40,500,000 class D fourth priority senior secured notes to 'B-
   ' from 'BB';

-- $42,000,000 class E subordinated secured notes to 'CCC+' from
   'B-'.

The rating of the class C and D notes addresses the likelihood
that investors will receive ultimate and compensating interest
payments, as well as the stated balance of principal by the final
payment date. The rating of the class E notes addresses the
likelihood that investors will receive their original investment
amount by the final payment date. To date, the class E notes have
received total distributions of 52% of the original class E note
balance. Fitch does not rate the class A or B notes issued by
Antares Funding.

Antares Funding is a collateralized debt obligation managed by
Antares Capital Corporation. Antares Funding was established to
issue approximately $600 million in debt and equity securities and
invest the proceeds in a portfolio of predominantly high-yield
bank loans, middle market loans and bonds. As of the June 3, 2003
trustee report, approximately 76% of the portfolio consisted of
senior secured loans, 16% senior bonds and 8% subordinated bonds.

Due to the increased levels of defaults and deteriorating credit
quality of a portion of portfolio assets, Fitch has reviewed in
detail the portfolio performance of Antares Funding. In
conjunction with this review, Fitch discussed the current state of
the portfolio with the asset manager and their portfolio
management strategy going forward.

According to the latest available trustee report, dated June 3,
2003, Antares Funding's portfolio includes $59.4 million par
amount of defaulted assets, which represents roughly 10% of the
total collateral balance. Additionally, there are approximately
$11.9 million of 'CCC' and below rated assets that are considered
to be distressed. The transaction has been failing its class A, B,
C and D overcollateralization tests since April 2003. Antares
Funding has been redeeming class A notes in an effort to cure the
failing OC tests.

As of the June 3, 2003 reporting date, interest proceeds were
sufficient to correct the class A OC tests, thereby allowing class
B interest to be paid. Interest proceeds were not adequate to cure
the failing class B OC test, however, the application of principal
proceeds cured the class B OC test and paid current class C
interest. The class D notes are currently deferring interest. The
class A, B, C and D OC ratios at June 3, 2003 were 131.8%, 117.9%,
107.6% and 99.52%, relative to test levels of 132.6%, 119.5%,
109.7% and 101.0%, respectively. Although the redemption of the
class A notes is beneficial to the senior note-holders, the
deferment of interest to the class D notes at rates of 13.4% for
the class D fixed-rate notes and three-month LIBOR plus 6.75% for
the class D floating-rate notes, dilutes the ability of the
structure to repay principal and deferred and compensating
interest on the class D notes at maturity.

Fitch conducted cash flow modeling utilizing various default
timing and interest rate scenarios to measure the breakeven
default rates the structure can withstand going forward relative
to the minimum cumulative default rates for the rated liabilities.
As a result of this analysis, Fitch has determined that the
original ratings assigned to the class C, D and E notes no longer
reflect the current risk to note-holders.

Fitch will continue to monitor and review this transaction for
future rating adjustments.


ASIA GLOBAL CROSSING: UST Calls for July 22 Sec. 341(a) Meeting
---------------------------------------------------------------
Carolyn S. Schwartz, United States Trustee for Region 2, has
called for a meeting of Asia Global Crossing's Creditors pursuant
to Section 341 of the Bankruptcy Code.  The Section 341 Meeting
will be held on July 22, 2003 at 12:30 p.m. in the Office of the
United States Trustee located at 80 Broad Street, Second Floor in
New York, 10004-1408.  All creditors are invited, but not
required, to attend.  This Official Meeting of Creditors offers
the one opportunity in a bankruptcy proceeding for creditors to
question a responsible office of the Debtors under oath. (Global
Crossing Bankruptcy News, Issue No. 43; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


ASSET SECURITIZATION: Fitch Lowers Class A-7 Notes Rating to BB+
----------------------------------------------------------------
Asset Securitization Corporation's commercial mortgage pass-
through certificates, series 1996-MD VI $71.6 million class A-7 is
downgraded to 'BB+' from 'BBB-' by Fitch Ratings. In addition,
$35.8 million class B-1 and $1,000 class B-1H are downgraded to
'B-' from 'B' and removed from Rating Watch Negative. Fitch also
affirms $44.8 million class A-4 at 'A', $22.4 million class A-5 at
'A-' and $49.2 million class A-6 at 'BBB'. The $7.1 million class
A-1A, $333.5 million class A-1B, $172 million class A-1C, $35.8
million class A-2, $35.8 million class A-3 or interest only
classes CS-1, CS-2 and CS-3 are not rated by Fitch. The rating
actions follow Fitch's annual review of the transaction, which
closed in December 1996. The downgrades are primarily attributed
to the continued decline in performance of the Prime Retail,
Horizon II and Columbia Sussex loans.

The largest loan in the transaction, the Prime Retail loan,
representing 41.6% of the pool, continues to experience weaker
operating performance. The loan is secured by thirteen outlet
centers located throughout the U.S. The Fitch stressed debt
service coverage ratio (DSCR) for year-end (YE) 2002, based upon a
Fitch constant of 10.09%, is 1.50 times (x) as compared to 1.72x
for YE 2001 and 1.66x at issuance. Comparable in-line sales for YE
2002 were flat when compared to YE 2001. Additionally, there is
upcoming rollover risk of approximately 22% for 2003. The weighted
average occupancy for the portfolio has dropped to 83.5% for
trailing twelve months December 2002 from 90% at YE 2001 and
approximately 88% at issuance.

In September 2002, the Prime loan was transferred to GMAC
Commercial Mortgage, the special servicer, after the borrower
expressed concerns regarding the ability to refinance the loan at
its anticipated repayment date in November 2003. As a result of
this transfer, two properties have been defeased out of the
portfolio at a 125% release premium, the Prime Outlets at Castle
Rock and Prime Outlets at Loveland, representing 17.1% of the
total loan. While the loan was with GMACCM, special servicing fees
were incurred causing approximately $450,000 in interest
shortfalls to classes B-1 and B-1H. Fitch will continue to follow
the performance of this loan closely as its ARD approaches in
November 2003.

The Horizon loan, representing 11.7% of the pool, is
collateralized by five factory outlet centers located in three
states. The adjusted net cash flow (NCF) for the TTM ending
Dec. 31, 2002 has declined approximately 33.5% from the
underwritten Fitch NCF at issuance. The corresponding DSCR, based
on a 10.09% refinance constant, is 1.09x, versus 1.56x at
issuance. The weighted average occupancy level of the centers
continues to decline as well. As of December 2002, the weighted
average occupancy was 88%, down from 92% as of December 2001 and
94% at issuance. Of additional concern is the relatively high
lease rollover of approximately 20% for 2003.

The Columbia Sussex portfolio represents 14.1% of the pool and is
secured by ten full-service hotels located in seven states. Hotel
flags consist of Marriott, Sheraton, Radisson and Holiday Inn. The
third-quarter TTM 2002 operating results triggered a cash
collateral collection event requiring the borrower to provide
additional funds to bring the actual DSCR to a 1.10x for the
portfolio. Thus far, approximately $3 million has been deposited
into a reserve account with Capmark Services, the master servicer.
Fitch's stressed NCF for YE 2002, after taking into account loan
amortization, is 1.32x, down from a 2.06x at YE 2001. The weighted
average revenue per available room (RevPar) for the portfolio has
dropped 14.5% to $47 for YE 2002 from $55 for YE 2001.

The MHP loan, representing 28.5% of the pool, consists of four
full-service hotels located in three states. As of YE December
2002 the Fitch stressed DSCR based upon a 10.48% refinance
constant is 2.08x as compared to 2.09x for YE December 2001 and
2.03x at issuance.

The last loan in the transaction, representing 4% of the pool
balance, is the Palmer Square loan. The loan is secured by a mixed
use property consisting of three mixed use office and retail
buildings, a full-service hotel and a two parking facilities. The
YE December 2002 DSCR, after taking into account amortization is
2.39x, as compared to YE 2001 DSCR of 2.11x.

Fitch will continue to monitor this transaction for any additional
changes in operating performance.


AT&T LATIN AMERICA: Enters Final Phase of Restructuring Process
---------------------------------------------------------------
AT&T Latin America Corp. announced several leadership changes as
it enters into the final stages of restructuring and prepares for
negotiations with a potential buyer of the Company.

                      Leadership Changes

On July 9, Patricio Northland announced his resignation as CEO and
Chairman of the Board.  Mr. Northland has successfully guided the
Company through its restructuring and sales process to-date.  
Mr. Northland remained with the Company until operational and
financial stability were achieved, and qualified buyers were
identified. The Company will not replace Mr. Northland with a new
CEO. Instead, the Company will form an Office of the President,
comprised of the Company's Chief Operating Officer, Chief
Financial Officer, and General Counsel, to work with the General
Managers of each country to manage the operations of ATTL through
the remainder of the restructuring and sale process.

Newly elected Board Chairman, Gary Ames, stated, "We are very
thankful for Patricio Northland's leadership throughout his tenure
as CEO. We are particularly grateful for his complete dedication
and strong leadership in executing the Company's recent turnaround
and restructuring process." Mr. Northland commented, "I am
extremely proud of what our employees have accomplished over the
last 6 months. In the face of many challenges, we maintained our
operational excellence and restored the Company to financial
stability."

Regarding the sales process, Mr. Northland concluded, "We have had
tremendous interest in our Company throughout this process. This
is a testament to our employees, our network, and the fact that we
have one of the most attractive customer bases in all of Latin
America. We expect the remainder of the process to go smoothly,
resulting in a rapid closure to the deal."

The company also announced that five Board Members affiliated with
its majority shareholder, AT&T Corp., had resigned their seats on
the ATTL Board, effective June 30, 2003. The AT&T Corp.-affiliated
Board Members were replaced with three independent Board Members,
each with a vast experience in the Latin American region, the
telecommunications industry and restructuring situations. These
Board resignations were expected and are a natural progression in
the AT&T Corp. relationship with ATTL.

                  Restructuring and Sale Process

As part of its ongoing restructuring process, ATTL initiated a
process to sell the Company to a strategic or financial investor.
Through its investment banking advisor, Greenhill & Co., ATTL
solicited initial interest and bids in April, and selected several
potential acquirers that met criteria established by ATTL's Board
of Directors. The Company expects to select a finalist by mid-July
and submit the final purchase agreement to the bankruptcy court,
with court approval expected by the end of September. John Liu,
Principal and Greenhill & Co. stated, "We reviewed over 20
qualified offers. Given the quality of the potential investors, we
were able to select a number of potential acquirers that possessed
both the financial capability and level of commitment necessary to
rapidly close a deal. The fact that so many firms expressed an
interest in AT&T Latin America, and were willing to work with
aggressive schedules, demonstrates the attractiveness of this
Company to a potential purchaser."

Operationally and financially, ATTL continues to exceed its
financial performance targets and all of its restructuring
objectives due to aggressive actions earlier in the year, and
continued cost management efforts. The Company has exceeded its
financial budget in five consecutive months. Through May of this
year, the Company generated over $6 million in profits before
restructuring charges. And, for the first time in the Company's
history, each of the Company's five country operations generated
positive EBITDA through the first five months of the year. The
outlook for the rest of the year remains strong as well, and the
Company continues to see upside in all areas of its operations,
including revenue, cost of revenue, and SG&A. The Company's
strengthened performance and financial position have increased the
Company's options under any restructuring scenario.

AT&T Latin America Corp., headquartered in Washington, D.C., is a
facilities-based provider of integrated business communications
services in five countries: Argentina, Brazil, Chile, Colombia and
Peru. The Company offers data, Internet, voice, video-conferencing
and e-business services.


AVADO BRANDS: Liquidity Insufficient to Satisfy Alleged Defaults
----------------------------------------------------------------
On June 26, 2003, Avado Brands Inc. received a copy of a Notice of
Default and Acceleration Notice, purportedly also delivered to the
Trustee of the Company's 9.75% Senior Notes due June 2006, by
holders representing $66.1 million of the $105.3 million in total
outstanding principal amount of Notes.  The Notice asserts that
the Company is in technical violation of certain terms of and
breached certain covenants under the Note Indenture.  The Notice
demands that the alleged events of default be remedied.

The Company states it has made all payments of interest due under
the Notes and maintains that it is in full compliance  with all
the terms and covenants of the Note Indenture, as well as the
terms and covenants of its other secured and unsecured debt
agreements. The Company will assert its position with the Trustee
as provided under the terms of the Indenture and intends to
contest the claims that events of default have occurred under the
Note Indenture.

In the event that it is finally determined that events of default,
in fact, occurred, and the Company's obligations to pay the
outstanding principal amounts due under the Notes are accelerated,
cross-default provisions contained in the Company's other debt
agreements would also be triggered.  The Company does not
currently have sufficient liquidity to satisfy these obligations
and it is likely that the Company would be forced to seek
protection from its creditors in that event.

Avado also says that the noteholders' claim, seeking payment
acceleration, is completely without merit.

"We have met all the terms and covenants of our debt and there is
no basis for these noteholders to seek payment acceleration," said
Louis J. (Dusty) Profumo, Avado's Chief Financial Officer and
Treasurer.  "As we announced earlier, Avado made its semi-annual
interest payments on both its senior and senior subordinated notes
that were due in June 2003, and the Company fully expects to pay
the interest obligations on its notes due in December 2003 and
beyond.  Further, we are in full compliance with all other terms
and covenants of our secured and unsecured debt."

Avado's Chairman and Chief Executive Officer, Tom DuPree, Jr.,
noted, "We remain focused on our business of providing superior
food and service to our valued customers while meeting our
commitments to all our stakeholders."

Avado Brands owns and operates two proprietary brands, comprised
of 109 Don Pablo's Mexican Kitchens and 65 Hops Restaurant - Bar -
Breweries.  Additionally, the Company operates two Canyon Cafe
restaurants, which are held for sale.


AVISTA CORP: Appeals Ruling on Energy Regulatory Investigation
--------------------------------------------------------------
Avista Corp. (NYSE: AVA) filed an appeal which, if approved, would
allow the Federal Energy Regulatory Commission to directly resolve
the agency's pending investigation of Avista's trading practices.  
Avista filed the appeal with Chief Administrative Law Judge Curtis
L. Wagner Jr., who on June 25 declined to certify an agreement
that would resolve the case and ordered the resumption of a
hearing process.

FERC Trial Staff has also filed a motion with the judge asking for
clarification and reconsideration of his June 25 ruling. Trial
staff has requested that the agreement to resolve Avista's case be
certified to the commission for its approval without the need for
a further hearing.

After a lengthy investigation process, FERC Trial Staff concluded
that there was no evidence that Avista participated in market
manipulation and that the company cooperated fully with
investigators.

The Avista appeal asserts that FERC's other orders issued on
June 25 provide additional guidance that helps validate the trial
staff's findings.

Avista's appeal points out that the company has not participated
in practices that FERC defines as unacceptable and that the
investigation conducted by FERC staff thoroughly examined all
issues related to energy market activity by Avista.

"Given that FERC better defined prohibited practices on the same
day as Judge Wagner's decision, we believe that the judge did not
have the opportunity to take into consideration how the
commission's June 25 rulings would affect the findings in Avista's
case," said Gary G. Ely, chairman, president and chief executive
officer of Avista Corp.  "The continuation of this proceeding, in
light of the trial staff findings, forces Avista to remain under a
needless investigative cloud."

Avista Corp. (S&P, BB+ Corporate Credit Rating, Stable) is an
energy company involved in the production, transmission and
distribution of energy as well as other energy-related businesses.
Avista Utilities is a company operating division that provides
electric and natural gas service to customers in four western
states. Avista's non-regulated subsidiaries include Avista
Advantage, Avista Labs and Avista Energy. Avista Corp.'s stock is
traded under the ticker symbol "AVA" and its Internet address is
http://www.avistacorp.com


BIOVEST INT'L: Elects Aidman Piser as New Independent Auditors
--------------------------------------------------------------
On July 1, 2003, Lazar Levine & Felix LLP was dismissed as Biovest
International Inc.'s independent auditors. Lazar Levine became the
independent auditors for the Registrant on March 28, 2002.

The reports of Lazar Levine on the financial statements for
September 30, 2002 contained a modification addressing the
Company's ability to continue as a going concern.

The action was taken by management of the Company and will be
subsequently submitted for ratification by the Company 's Board of
Directors.

Biovest International has elected Aidman, Piser & Co, PA as its
new independent accountants as of July 1, 2003.  

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


CABLE SATISFACTION: Bankers Extend Debt Waivers Until Oct. 31
-------------------------------------------------------------
Cable Satisfaction International Inc. announced that its bankers
have extended the waivers pertaining to the maturity date of the
credit facility of its subsidiary Cabovisao - Televisao por Cabo,
S.A., until October 31, 2003, subject to certain conditions.

Csii builds and operates large bandwidth (750 Mhz) hybrid fibre
coaxial networks and, through its subsidiary Cabovisao - Televisao
por Cabo, S.A. provides cable television services, high-speed
Internet access, telephony and high-speed data transmission
services to homes and businesses in Portugal through a single
network connection.

The subordinate voting shares of Csii are listed on the Toronto
Stock Exchange (TSX) under the trading symbol "CSQ.A".


CALPINE CORP: Caps Price of $3.3 Billion Secured Notes Offering
---------------------------------------------------------------    
Calpine Corporation (NYSE: CPN), a leading North American power
company, announced that it has priced its $3.3 billion term loan
and second priority senior secured notes offering.  The company
increased the size of the transaction from its previously
announced amount of $1.8 billion.  The offering includes two
tranches of floating rate debt and two tranches of fixed rate
debt.  The floating rate debt is comprised of a 4-year, $750
million term loan priced at Libor plus 575 basis points and $500
million of Second Priority Senior Secured Floating Rate Notes due
2007, also priced at Libor plus 575 basis points.  The fixed rate
portion of the offering includes $1.15 billion of 8.5% Second
Priority Senior Secured Notes due 2010 and $900 million of 8.75%
Second Priority Senior Secured Notes due 2013.  The term loan and
senior notes will be secured by substantially all of the assets
owned directly by Calpine Corporation, including natural gas and
power plant assets and the stock of Calpine Energy Services and
other subsidiaries.  The transaction is expected to close on
July 16, 2003.

Net proceeds from the offering will be used to repay existing
indebtedness including approximately $950 million of term loan
borrowings, $450 million outstanding under the company's working
capital revolvers, and outstanding public indebtedness in open-
market purchases, and as otherwise permitted by the company's
indentures.  As part of the transaction, the company expects to
purchase on the closing date approximately $573.1 million face
value of outstanding senior notes at a cost of approximately
$504.6 million.

The company is finalizing documentation on a new $500 million
working capital facility, which will be secured by a first-
priority lien on the same assets that will secure the term loan
and senior notes.  This new facility is expected to be completed
by July 16, 2003 and will replace the company's existing $950
million working capital revolver.

The term loan and senior secured notes will be offered in a
private placement under Rule 144A, have not been registered under
the Securities Act of 1933, and may not be offered in the United
States absent registration or an applicable exemption from
registration requirements.  

                        *  *   *

As previously reported in Troubled Company Reporter, Calpine
Corp.'s senior unsecured debt rating was downgraded to 'B+' from
'BB' by Fitch Ratings. In addition, CPN's outstanding convertible
trust preferred securities and High TIDES were lowered to 'B-'
from 'B'. The Rating Outlook was Stable. Approximately $9.3
billion of securities were affected.


CALYPTE BIOMEDICAL: Prepares Prospectus for Resale of Shares
------------------------------------------------------------
Calypte Biomedical Corporation has prepared a prospectus relating
to the resale of its common stock by selling security holders, all
of whom were issued securities pursuant to an exemption under
regulation S, of up to:

     *   29,410,000 shares of common stock that may be issuable
         upon the conversion of $3,232,000 aggregate original
         principal amount of the Company's 8% secured convertible
         notes, including 831,216 shares that have previously been
         issued to certain selling security holders as a result of
         their conversions of $298,749 principal amount, plus
         interest and liquidated damages;

     *   450,000 shares of Company common stock, of which 366,667
         shares have previously been issued to certain selling
         security holders in connection with Calypte's $1.50 PIPE
         transaction, including 100,000 shares issued in payment
         of liquidated damages;

     *   52,493 shares of Company common stock that have been
         issued to certain selling security holders in connection
         with their prior conversions of Calypte's 8% convertible
         debentures in the aggregate principal amount of $200,000,
         plus interest and fee shares;

     *   905,000 shares of Calypte's common stock that may be
         issued upon the conversion of $126,083 principal amount
         of the Company's 10% convertible notes, plus accrued
         interest;

     *   12,804,172 shares of common stock that may be issued upon
         the conversion of $1,950,000 aggregate principal amount
         of Calypte's 10% convertible debentures, including
         accrued interest;

     *   8,878,333 shares of common stock that may be issued upon
         the conversion of $1,600,000 aggregate principal amount
         of Calypte's 12% convertible debentures, including
         accrued interest, including 100,000 shares of common
         stock underlying warrants issued as part of the
         consideration for one of the transactions, and 16,667
         shares issued as fee shares for one of the transactions.

Calypte Biomedical will not receive any proceeds from the sale of
these shares.  The Company will receive proceeds  from the
purchase of $750,000 principal amount of additional 12%
convertible debentures that certain selling security holders have
agreed to purchase by no later than 5 days following the
effectiveness ot the registration statement and from the exercise
of warrants issued to certain of the selling stockholders. Any
proceeds received will be used for general corporate purposes.

The subscribers may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933, as amended, in connection
with their sales.

Calypte's common stock is traded on the Over-the-Counter Bulletin
Board under the symbol "CYPT."  The last reported sales price for
its common stock on July 2, 2003 was $0.24 per share.

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


C.E.C. INDUSTRIES: Creditors Agree to Reduce Long-Term Debt
-----------------------------------------------------------
C.E.C Industries Corp. (OTC:CECC), through significant negotiation
with outside creditors, has been able to reduce its previously
outstanding obligations by more than $500,000. This amount will be
added to the Company's Shareholders' Equity and reflected on the
balance sheet in the next annual report.

"We continue to make significant progress toward our goals. These
successful negotiations have further enhanced C.E.C.'s value and
cleared the way for further progress," said Brian Dvorak, CEO of
C.E.C. Industries Corp.

C.E.C. Industries Corp. -- whose December 31, 2002 balance sheet
shows a total shareholders' equity deficit of about $860,000 -- is
a Nevada Corporation which has recently entered into a Memorandum
of Proposed Terms to acquire the majority of a company that
provides a suite of cash-based debit cards and stored value cards
for ATM and debit "point of sale" transactions.


CELGENE CORP: S&P Rates Corporate Credit & Sub. Debt at B/CCC+
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
corporate credit rating to the emerging biopharmaceutical company
Celgene Corp. At the same time, Standard & Poor's assigned its
'CCC+' subordinated debt rating to the company's $400 million,
1.75% convertible subordinated notes due 2008.

The outlook is positive. Celgene has approximately $400 million of
debt outstanding.

"The speculative-grade ratings on Warren, N.J.-based Celgene
reflect the growing sales of its one marketed drug, Thalomid,"
said Standard & Poor's credit analyst Arthur Wong. "This is offset
by the uncertainties inherent in drug development and the negative
cash flows from the company's significant investment in R&D and
marketing."

Thalomid accounts for roughly 90% of Celgene's total annual
revenues and is approved to treat erythema nodosum leprosum (ENL),
a complication of leprosy characterized by skin lesions and severe
inflammation. While this is the only FDA approved use, about 92%
of prescriptions for the drug are written by oncologists to treat
various forms of blood cancer. The company is seeking approval for
this use so that it can actually promote the drug to cancer
specialists.

Celgene's lack of patent protection for Thalomid is of some
concern. Nevertheless, Celgene has Orphan Drug status protecting
it from generic competition until mid-2005. In addition, the
company has invested in an extensive education program to ensure
the safe distribution of the product, as Thalomid is known to
cause severe birth defects and nerve damage. This program is
patented and included on the drug label and may aid in the
protection of the product from generic competition.

Revimid, a more potent version of Thalomid that would have greater
patent protection, is Celgene's most noteworthy pipeline approval
candidate. The drug was granted Fast Track Designation status by
the FDA in multiple myeloma and myelodysplastic syndromes.
However, Revimid is currently in Phase II trials and is not
expected to reach the market before 2005.

Furthermore, Celgene has a history of operating losses and
negative cash flows due to its significant R&D and marketing
expenditures, which, in the near term, are expected to grow, on
average, by 15% and 10%, respectively. Celgene may also continue
to be aggressive, acquiring products or businesses to enhance its
business position.


CENTERPOINT FUNDING: Fitch Junks Class C Notes' Rating at CCC
-------------------------------------------------------------
Fitch takes the following rating actions on Centerpoint Funding
Company I, LLC, Series 1999-1:

     -- Class B notes are affirmed at 'BBB-' and are
        removed from Rating Watch Negative.

     -- Class C notes are downgraded to 'CCC' from 'B' and are
        removed from Rating Watch Negative.

In its review of the Centerpoint Funding Company I, LLC 1999-1
transaction, Fitch noted consistently high delinquency levels and
analyzed expected losses and the enhancement expected to be
available to cover those losses for each class of notes. Based on
this review, the class B notes are affirmed at 'BBB-' and are
removed from Rating Watch Negative. Due to concerns over continued
high delinquency levels and the undercollateralized position of
the notes, the class C notes are downgraded to 'CCC' from 'B' and
are removed from Rating Watch Negative.

On July 22, 2002 Fitch downgraded classes B, C, and D of the
transaction due to adverse collateral performance and the
deterioration of asset quality. Losses from defaulted leases had
significantly reduced the remaining credit enhancement available
for all classes of notes. Subsequently on January 14, 2003 Fitch
downgraded the class D notes to 'C' from 'CC' due to the continued
adverse collateral performance and the undercollateralized
position of the notes.

Fitch will continue to closely monitor these transactions and may
take additional rating action in the event of further
deterioration.


CLAYTON HOMES: Cerberus Expresses Interest in Acquiring Company
---------------------------------------------------------------
Late Thursday afternoon, the following letter was faxed to Kevin
T. Clayton, CEO and President of Clayton Homes, Inc.:

Mr. Kevin T. Clayton
Chief Executive Officer and President
Clayton Homes, Inc.
Clayton Homes Headquarters
5000 Clayton Road
Maryville, TN 37804

Dear Mr. Clayton:

    "We wish to express our interest in acquiring Clayton Homes,
Inc.  Based on our review of publicly available information, we
believe that our acquisition could provide greater value to your
shareholders than the pending transaction with Berkshire Hathaway.  
We are prepared to execute a confidentiality agreement in
customary form and to commence due diligence with respect to the
Company's non-public information immediately.

    "As you may know, we recently participated in the acquisition
of several businesses from Conseco, including a business
complimentary to that of the Company, and believe that our
acquisition of the Company would represent an excellent
opportunity for all constituencies.

    "Our group, at this time, consists of affiliates of Cerberus
Capital Management, L.P., and with an aggregate of over $9 billion
of capital under management, financing of the acquisition should
not present any difficulties. We are prepared to move as quickly
as possible, and would appreciate your prompt response regarding
your willingness to pursue our proposal."

                              Very truly yours,
                                 /s/
                              Frank W. Bruno
                              Managing Director

At this time there will not be any further comment by Cerberus
regarding this matter.

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


COEUR D'LENE MINES: Offering 178,000 Shares for $250,000
--------------------------------------------------------
Coeur d'Alene Mines Corporation is offering an aggregate of
178,571 shares of its common stock to an investor pursuant to a
prospectus supplement. The purchase price for these shares of
common stock is $250,000 in the aggregate, or $1.40 per share.  
The Company's common stock is listed on the New York Stock
Exchange under the symbol "CDE". On July 3, 2003, the last
reported sale price for the Company's common stock on the New York
Stock Exchange was $1.42 per share.

                          *   *   *

                   Going Concern Uncertainty

In the Company's 2002 Annual Report filed on SEC Form 10-K, the
Company's independent auditors, KPMG LLP, issue the following
statement, dated February 28, 2003:

"We have audited the 2002 financial statements of Coeur d'Alene
Mines Corporation (an Idaho Corporation) and subsidiaries (the
Company) as listed in the accompanying index. These financial
statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial
statements based on our audit. The 2001 and 2000 financial
statements of Coeur d'Alene Mines Corporation, as listed in the
accompanying index, were audited by other auditors who have
ceased operations and whose report, dated February 15, 2002,
expressed an unqualified opinion on those financial statements
and included an explanatory paragraph that stated that the
Company had suffered recurring losses from operations, had a
significant portion of its convertible debentures that needed to
be repaid or refinanced in June 2002 and had declining amounts
of cash and cash equivalents and unrestricted short-term
investments, all of which raised substantial doubt about its
ability to continue as a going concern."


DANA CORP: Carefully Considering ArvinMeritor's Tender Offer
------------------------------------------------------------    
Dana Corporation (NYSE: DCN) issued the following statement in
response to the announcement by ArvinMeritor, Inc. (NYSE: ARM)
that it commenced a tender offer for the outstanding Dana shares.

Dana is evaluating ArvinMeritor's tender offer.  As indicated,
Dana's Board of Directors will advise Dana shareholders of its
position regarding the offer and state its reasons for such
position within 10 business days of the commencement of the offer.  
Dana continues to urge its shareholders to defer making a
determination whether to accept or reject ArvinMeritor's offer
until they have been advised of Dana's position with respect to
the offer.

Dana's shareholders, and its customers, suppliers and employees,
are strongly advised to carefully read Dana's
solicitation/recommendation statement, when it becomes available,
regarding the tender offer referred to, because it will contain
important information, which should be considered carefully before
any decision is made with respect to the tender offer.  Copies of
the solicitation/recommendation statement, which will be filed by
Dana with the Securities and Exchange Commission, will be
available free of charge at the SEC's web site at
http://www.sec.gov, or at the Dana web site at  
http://www.dana.com, and will also be available, without charge,  
by directing requests to Dana's Investor Relations Department.

Dana -- whose $250 million debt issue is rated by Standard &
Poor's at 'BB' -- is a global leader in the design, engineering,
and manufacture of value-added products and systems for
automotive, commercial, and off-highway vehicle manufacturers and
their related aftermarkets.  The company employs more than 60,000
people worldwide.  Founded in 1904 and based in Toledo, Ohio, Dana
operates hundreds of technology, manufacturing, and customer
service facilities in 30 countries.  The company reported 2002
sales of $9.5 billion.


DAUPHIN TECH.: Pulls Plug on Engagement Pact with Grant Thornton
----------------------------------------------------------------
On June 25, 2003, Dauphin Technology Inc.'s principal auditor,
Grant Thornton LLP resigned and ceased its client-auditor
relationship with the Company. Dauphin Technology is in the
process of engaging new independent certified public accountants.  
During the Company's two most recent completed fiscal years ended
December 31, 2000 and 2001, respectively,  the reports of Grant
Thornton included a reference to a substantial doubt about Dauphin
Technology's ability to continue as a going concern.


DELTA AIR: Names Ricardo Okamoto as Field Director, Pacific Ops.
----------------------------------------------------------------
Delta Air Lines (NYSE: DAL) has named Ricardo J. Okamoto as Field
Director - Pacific for Delta Air Lines at its Pacific office in
Tokyo, Japan.  Okamoto has full operational responsibility for
Delta's Pacific region.

In making the announcement, Paul G. Matsen, Delta's senior vice
president -- International and Alliances, said, "In this role,
Ricardo will be responsible for all sales, reservations sales and
airport customer service operations in the region.  Additionally,
he will play a key role in the regional implementation of our
alliances with Korean Air, Northwest Airlines, China Southern,
China Airlines and Continental Airlines."

Okamoto joined Delta in 1990, as marketing director - Sales,
Japan, and was promoted to regional director of Sales, Japan, in
1996.  He was responsible for all sales and marketing activities
in Japan to ensure that Delta was well positioned in the
marketplace.  His leadership role in promoting Delta's service in
the Latin American community in Japan has helped Delta take a
leadership position in the Japan-Latin America market.

He joined Delta following 11 years with United Airlines, where he
served as regional manager -- Reservation & Ticketing Sales for
Japan, China and Korea. During his years at United, he played an
important role in the transition following the acquisition of Pan
Am Pacific routes by United.

Okamoto is multi-cultural and multi-lingual, speaking Spanish,
Japanese and English.

Delta provides daily service with its own aircraft between Tokyo
and Atlanta, and with its SkyTeam partner Korean Air, as well as
serving 12 additional markets in Japan via Incheon with codeshare
service on Korean Air. Delta Air Lines, the world's second largest
airline in terms of passengers carried and the leading U.S.
carrier across the Atlantic, offers 5,734 flights each day to 444
destinations in 79 countries on Delta, Song, Delta Express, Delta
Shuttle, Delta Connection and Delta's worldwide partners.  Delta
is a founding member of SkyTeam, a global airline alliance that
provides customers with extensive worldwide destinations, flights
and services.  For more information, please go to
http://www.delta.com

As reported in Troubled Company Reporter's July 10, 2003 edition,
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.


DIRECTV LATIN: Raven Media Wants Trustee or Examiner Appointed
--------------------------------------------------------------
William H. Sudell, Jr., Esq., at Morris, Nichols, Arsht &
Tunnell, in Wilmington, Delaware, notes that there is a pervasive
interrelationship between DirecTV Latin America, LLC and Hughes
Electronics Corporation and its remaining affiliates:

    -- Hughes owns 75% of DirecTV's equity;

    -- four of the five members of DirecTV's executive committee
       and six of DirecTV's seven senior officers are Hughes
       employees;

    -- Hughes is DirecTV's DIP financing lender; and

    -- Hughes affiliates provide DirecTV with critical satellite
       services and are many of the local operating companies to
       whom DirecTV provides programming services and funding.

Mr. Sudell points out that these incestuous relationships
preclude DirecTV from proceeding objectively with its business
restructuring, which requires the re-evaluation and probable
renegotiation of virtually all relationships.  Furthermore, even
DirecTV's business relationships with independent programmers are
subject to conflicts regarding Hughes because those same
programmers also deal extensively with Hughes' 100% owned United
States subsidiary, DirecTV, Inc.

In addition, Mr. Sudell argues that the conflicts are equally
fatal to DirecTV's ability to pursue a Chapter 11 plan.  Central
to a plan will be resolution of DirecTV's numerous claims against
Hughes and its affiliates, including alter ego, preference and
fraudulent transfer claims as well as substantive consolidation
issues.  Correspondingly, a Chapter 11 plan will require
resolution of the treatment of the $1,345,000,000 of claims
Hughes asserted against DirecTV, as well as the Claims of Hughes'
affiliates, including whether the claims should be equitably
subordinated or re-characterized as equity.

DirecTV's current management and executive committee cannot be
relied on to address these issues.  Mr. Sudell explains that not
only virtually all of them are Hughes employees, but also their
bonus and stock compensation are all based on Hughes'
performance, not DirecTV's.  Indeed, there are no meaningful
internal checks and balances at DirecTV.  The one non-Hughes
designee on DirecTV's executive committee is an employee of
Darlene Investments, LLC, which, like Hughes, has substantial
investments in the LOCs and entered into a prepetition agreement
with Hughes regarding their joint interests in DirecTV's
restructuring.

Accordingly, Raven Media Investments LLC, as a holder, inter
alia, of a general unsecured claim against DirecTV of not less
than $189,000,000, asks the Court to appoint a Trustee or
Examiner for DirecTV's case.

Mr. Sudell argues that cause exists for the appointment of a
Trustee pursuant to Section 1104(a) of the Bankruptcy Code
because:

    (a) The conflict of interest renders the current management
        incapable of discharging its fiduciary duties since:

        -- these Hughes employees at DirecTV are the same people
           who will evaluate Hughes' claims and interests; and

        -- the compensation of the vast majority of DirecTV's
           senior officers and directors who are Hughes employees
           is directly tied to the bonuses from Hughes and its
           ownership of stock and options;

    (b) DirecTV's ability to develop a long-term business plan is
        crippled by the conflicts inherent in Hughes' multiple
        roles and interest regarding DirecTV, among which are:

        -- DirecTV currently pays CBC $6,300,000 per month for
           satellite services that CBC acquires from PanAmSat.
           DirecTV acknowledges those fees to be above current
           market rates.  However, renegotiations of the
           satellite arrangement cannot be at arm's length when
           DirecTV is controlled by Hughes and Hughes also owns
           75% of CBC and 81% of PanAmSat;

        -- The LOCs owe DirecTV over $600,000,000 for royalties,
           of which about $400,000,000 is owed by the LOCs that
           are Hughes affiliates;

        -- For the treatment of future LOC royalty payments, the
           LOCs will have to determine how to allocate their
           limited resources between royalty payments due to
           DirecTV and debt payments due to SurFin, which is 75%
           owned by Hughes and which has Hughes as its principal
           creditor.  In addition, certain LOC obligations to
           SurFin are guaranteed by DirecTV and by Hughes
           Holdings;

        -- Under the DIP Financing Budget, DirecTV would provide
           a number of LOCs substantial funding to cover
           operating losses that give uncertain benefits to
           DirecTV;

        -- DirecTV has entered into local operating agreements
           with the LOCs that, inter alia, allocate a royalty fee
           to the LOCs based on DirecTV's costs to obtain
           programming and satellite services.  As Hughes and
           DirecTV have different economic interests in the LOCs,
           Hughes employees should not be entrusted with
           determining the fairness of the allocations and
           whether or not the allocations should be revised; and

        -- DirecTV must renegotiate most of its programming
           contracts.  Many of the key programmers also provide
           programming to Hughes' U.S. subsidiary.  There is too
           much risk of Hughes taking a less favorable deal for
           DirecTV to obtain a more favorable deal for DirecTV,
           Inc.;

    (c) DirecTV's ability to negotiate a reorganization plan will
        be hampered by Hughes' conflicting roles and interests in
        DirecTV, among which are:

        -- There is a possibility that DirecTV will be
           substantially consolidated with one or more of its
           Hughes affiliates, particularly Hughes Holdings.
           Correspondingly, DirecTV will need to investigate and
           pursue related alter ego claims against Hughes and its
           affiliates;

        -- Hughes and its affiliates' prepetition claims
           allegedly exceed $1,345,000,000 or 70% of the total
           claims asserted against DirecTV.  There is ample basis
           to seek either equitable subordination of those claims
           or re-characterization of those claims as equity,
           including without limitation, Hughes' prepetition
           domination and control of DirecTV for Hughes and its
           affiliates' benefit and Hughes making disguised
           equity contributions to DirecTV in the form of
           prepetition debt.  While Hughes denied the validity of
           any challenges to its claims, the point remains that
           DirecTV can neither investigate nor resolve the issues;

        -- A related plan matter will be the resolution of
           DirecTV's fraudulent transfer and similar claims
           against Hughes and its affiliates arising from their
           prepetition transactions with DirecTV.  DirecTV is
           disqualified from handing this matter;

        -- Even plan issues concerning how reorganized DirecTV's
           equity should be allocated will be infected by Hughes
           conflicts;

        -- Hughes has a conflict with plan tax considerations
           since much of DirecTV's organizational structure and
           that of other Hughes affiliates relate to tax
           considerations; and

        -- Hughes will be conflicted on any plan issues
           concerning Darlene, including DirecTV's releases of
           Darlene because Hughes agreed to the release in the
           Darlene/Hughes Restructuring Term Sheet;

    (d) DirecTV's checks and balances on Hughes' control are
        totally inadequate given that:

        -- its restructuring advisor, Alix Partners, LLC, worked
           with DirecTV for nearly two years, thus, effectively
           hired and worked for Hughes;

        -- Alix Partners' retention agreement has a bonus
           compensation formula geared to DirecTV's prompt exit
           from Chapter 11, which would favor Hughes' goals
           rather than maximizing creditor recoveries generally
           or to penalize Hughes appropriately;

        -- As recently as February 2003, Hughes was not clear that
           its counsel, Weil, Gotshal & Manges LLP, no longer
           represents DirecTV;

        -- No comfort can be taken that the fifth executive
           committee member, a Darlene employee, would be
           independent;

    (e) In contrast, having an independent party involved early
        in the case would speed the process and save costs by
        avoiding the lengthy conflicts exemplified by the
        Hughes DIP financing hearings; and

    (f) While Hughes can threaten to stop providing the DIP
        financing if a trustee is appointed, it is unlikely in
        light of Hughes' substantial economic interests in
        DirecTV's reorganization.  In any event, Hughes may not
        foreclose remedies under its DIP Financing loan without
        first obtaining a Court order.

In the event the Court does not appoint a Trustee, Mr. Sudell
asserts that an examiner must be appointed for the same reasons.
Raven asks Judge Walsh to give the examiner expanded duties to
act for DirecTV on all business and legal issues between DirecTV
and Hughes and its affiliates and insiders.

Alternatively, Raven asks the Court to appoint an examiner with
the responsibility to investigate and file a report on:

    (i) the validity and effect of all inter-company transactions
        between DirecTV and Hughes and its affiliates and
        insiders;

   (ii) the treatment of Hughes' claims against DirecTV,
        including, without limitation, as to issues regarding
        re-characterization;

  (iii) potential claims available to DirecTV's estate against
        its insiders and affiliates, especially Hughes; and

   (iv) substantive consolidation of DirecTV with any of its
        affiliates. (DirecTV Latin America Bankruptcy News, Issue
        No. 9; Bankruptcy Creditors' Service, Inc., 609/392-0900)


EL PASO CORP: Responds to Energy Regulator's July 9 Order
---------------------------------------------------------
El Paso Corporation (NYSE: EP) responded to a July 9, 2003 Federal
Energy Regulatory Commission order which reaffirmed that full
requirements contracts must be converted to contract demand
contracts effective September 1, 2003, and concluded that El Paso
Natural Gas Company has honored its certificate obligations, a
1996 settlement between EPNG and its customers, and the
Commission's regulations.

Among other things, the order supports EPNG's position relative
to:

    -- The maximum amount of pipeline capacity it can make
       available to its shippers;

    -- The proper meaning of Maximum Allowable Operating Pressure;

    -- EPNG's obligations under its 1996 settlement; and

    -- EPNG's service obligations under its contracts and
       certificates.

In a September 2002 proposed decision in a separate proceeding, a
FERC Administrative Law Judge, over EPNG's objection, recommended
that FERC adopt a different interpretation of EPNG's service
obligations.

"This decision is an extremely positive development for El Paso's
shareholders, employees, and the natural gas industry as a whole,"
said Ronald L. Kuehn, Jr., president and chief executive officer
of El Paso Corporation. "EPNG has steadfastly maintained over the
past three years that it operated its system in a safe and
reliable manner and in accordance with its contractual and
regulatory obligations.  This decision reinforces that position."

"This decision, coupled with El Paso's recent comprehensive
settlement resolving numerous lawsuits, investigations, and
proceedings arising out of the western energy crisis, will allow
EPNG to move beyond this very difficult time in its history and
focus on continuing to provide safe and reliable service to its
customers while enhancing shareholder value.  The clarification of
EPNG's service obligations will contribute to El Paso's continuing
efforts to regain its position as a leader in the energy
industry."

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

                         *     *     *

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

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


ENRON CORP: Files Joint Plan & Disclosure Statement in S.D.N.Y.
---------------------------------------------------------------
Enron Corp., filed its proposed Joint Chapter 11 Plan and related
disclosure statement with the U.S. Bankruptcy Court Friday, with
the support of Enron's Official Unsecured Creditors' Committee.

"This is a good day in what has been a very complicated process,"
said Stephen F. Cooper, Enron's acting CEO and chief restructuring
officer. "We have, with the support of our Creditors' Committee
and the Enron North America Examiner, filed a plan that maximizes
recovery for our stakeholders, creates platforms to distribute
value, and preserves jobs through the creation of our new business
entities. Having reached agreement with a broad base of our
economic stakeholders, we can expedite this process and hopefully
avoid lengthy bankruptcy maneuvering and the associated legal
expenses."

The disclosure statement details the estimated recovery
percentages for more than 350 classes of creditors. The recovery
percentage estimates range from 100 percent for certain claims,
such as priority claims, to zero cents on the dollar for holders
of common stock. The Plan does preserve the rights of Enron
shareholders to a contingent recovery in the extremely unlikely
event that Enron's total assets exceed total allowed claims. Based
upon preliminary estimates, Enron's unsecured creditors will
receive between 5 percent and 75 percent of their claim, depending
on which particular debtor the claim is against.

Three debtors represent more than three-fourths of Enron's
unsecured claims: Enron Corp., Enron North America, and Enron
Power Marketing, Inc. The estimated recoveries for unsecured
claims against those debtors are: Enron Corp., 14.4 percent; Enron
North America, 18.3 percent; and Enron Power Marketing, Inc., 21.3
percent.

The Plan, which covers Enron's 174 debtor entities, must be
approved by 50 percent of the creditors and two-thirds of the
dollar amount of claims for each creditor class in all debtor
entities.

The Bankruptcy Court is expected to hold a hearing on the
disclosure statement in the fall. If the Plan is confirmed by the
end of the year, partial distributions could begin on a periodic
basis as soon as is practical pursuant to the Plan.

The Plan and accompanying disclosure statement can be viewed at
http://www.enron.com/corp/por/  

Last month, Enron announced the creation of CrossCountry Energy
Corp., a holding company for Enron's interests in Transwestern
Pipeline Company, Citrus Corp., and Northern Plains Natural Gas
Company. Enron also announced plans in May to create a new
international energy company, which will be called Prisma Energy
International Inc. and will be comprised of the majority of
Enron's international energy infrastructure businesses. Both
companies will be independent businesses with independent boards
of directors. Enron is still in the process of determining whether
to sell Portland General Electric or distribute stock of PGE to
Enron's creditors.

As detailed in the filings made Friday, in addition to cash and
interests in potential litigation claims, creditors would receive
equity interests in the newly created entities.

Enron's Internet address is http://www.enron.com  


ENRON: Seeks Nod for Amended Safe Harbor Termination Procedures
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved Enron Enron Corporation's motion for a protocol to
facilitate the efficient processing of settlement agreements that
establish the termination payment under Safe Harbor Agreements.  
According to Edward A. Smith, Esq., at Cadwalader, Wickersham &
Taft, in New York, the Protocol fostered an efficient, expedited
process through which proposed settlements of Safe Harbor
Agreements are presented to the Creditors' Committee for review.

Throughout its implementation, the Debtors and the Committee
identified certain aspects of the Protocol that, if modified,
would better meet its objectives.  Accordingly, the Debtors and
the Committee negotiated these Protocol amendments:

    (a) The threshold for settlements is increased from
        $10,000,000 to $15,000,000;

    (b) The Committee's advisors may elect, at their discretion,
        to permit the Debtors not to provide copies of certain
        Confirmations in connection with the information provided
        to the Committee;

    (c) The fact that the settlement involves more than one Enron
        Party or counterparty entity does not by itself prevent a
        settlement from proceeding under Section 3 of the Amended
        Protocol;

    (d) The definition of "Trading Contract" is expanded to
        include agreements that have been validly rejected, as
        well as those contracts that have expired in accordance
        with their terms; and

    (e) An Enron Settling Party that is subject to a foreign
        proceeding, that is a party to a proposed settlement that
        would otherwise qualify to proceed under Section 3.0 of
        the Amended Protocol, and to which no Debtor is a party,
        need not file a notice of intent to settle with the Court.

Mr. Smith contends that the Court should approve the proposed
amendments because:

    (i) Rule 9019 of the Federal Rules of Bankruptcy Procedure
        permit the Court to authorize certain classes of
        settlement to occur without further Court approval; and

   (ii) it would further enhance the efficient administration of
        the Debtors' cases. (Enron Bankruptcy News, Issue No. 72;
        Bankruptcy Creditors' Service, Inc., 609/392-0900)


EXIDE TECHNOLOGIES: Files Plan of Reorganization in Delaware
------------------------------------------------------------
Exide Technologies (OTCBB: EXDTQ), a global leader in stored
electrical energy solutions, has filed a Plan of Reorganization
with the U.S. Bankruptcy Court for the District of Delaware.

Under the proposed Plan, which is subject to certain creditor
approval and confirmation by the Bankruptcy Court, Exide will
emerge from Chapter 11 with dramatically reduced debt and a
reorganized capital structure. The key elements of the Company's
proposed Plan include a debt-for-equity exchange and the
cancellation of all existing common stock.

Craig Muhlhauser, Chairman, Chief Executive Officer and President
of Exide Technologies, said, "The filing of our Plan represents a
significant milestone on our path toward emergence from Chapter
11. We are confident that the Plan provides Exide with a strong
financial foundation for the future. We continue to be on track to
emerge from Chapter 11 before the end of the year."

The Company said that it continues negotiations with lenders on
the terms of exit financing. Additionally, the Company said that
it is preparing and expects to file its Disclosure Statement with
the Bankruptcy Court in the near term.

Exide has established a toll-free number to answer questions
regarding the Company's Plan of Reorganization. The toll-free
number is 1-800-821-EXIDE (3943) or 212-515-1962.

Exide Technologies, with operations in 89 countries and fiscal
2003 net sales of approximately $2.35 billion, is one of the
world's largest producers and recyclers of lead-acid batteries.
The Company's three global business groups - transportation,
motive power and network power -- provide a comprehensive range of
stored electrical energy products and services for industrial and
transportation applications.

Transportation markets include original-equipment and aftermarket
automotive, heavy-duty truck, agricultural and marine
applications, and new technologies for hybrid vehicles and 42-volt
automotive applications. Industrial markets include network power
applications such as telecommunications systems, fuel-cell load
leveling, electric utilities, railroads, photovoltaic (solar-power
related) and uninterruptible power supply, and motive-power
applications including lift trucks, mining and other commercial
vehicles.

Further information about Exide and its financial results are
available at http://www.exide.com


FAIRFAX FIN'L: AM Best Assigns BB+ Senior Unsecured Debt Rating
---------------------------------------------------------------
A.M. Best Co. has assigned a "bb+" senior unsecured debt rating to
Fairfax Financial Holdings Ltd.'s (NYSE: FFH) (TSX: FFH.TO)
(Toronto) USD150 million (USD200 million if the over-allotment is
exercised) 5% convertible debentures due 2023.

The debentures are being issued under Rule 144A and are
convertible at a 42.8% premium above the closing price on July 8,
2003. The debentures are puttable to Fairfax at five-year
intervals beginning in 2008. Fairfax may redeem the debentures
prior to 2008 should its shares exceed 137.9% of the conversion
price for 20 trading days in any consecutive 30 day trading
period. Upon conversion, maturity or redemption, the company may
redeem the debentures with cash, subordinate voting shares or a
combination of cash and subordinate voting shares. A.M. Best
expects proceeds from the debenture will be used to either repay
existing debt or be invested at the holding company in cash or
marketable securities. A portion of the proceeds may be used to
purchase the company's outstanding shares.

This convertible debenture is one more step in management's
objective to maintain CAD500 million of cash and marketable
securities at the holding company. Two other successful
transactions completed over the past several weeks--the IPO of
Northbridge and the 10-year senior notes offered by a downstream
subsidiary, Crum & Forster Holdings, yielded available funds of
approximately CAD470 million. When added to the proceeds of this
convertible debenture, Fairfax has sufficient assets to cover its
obligations in 2003 and still meet its year-end cash target. In
addition, Fairfax's cash obligations in 2004 are materially lower
than those of 2003 and do not include any public debt maturities.
Additionally, the convertible debenture reflects management's
intent to reduce financial leverage as reflected by the forced
conversion feature included with the debenture. Leverage stood at
40.7% at the end of first quarter 2003 and does not include cash
and short-term securities held by the holding company. Of
material significance, in the near term, is the somewhat reduced
need to rely on subsidiary dividends to cover holding company
cash requirements through 2004. This should allow for
some--albeit not excessive--flexibility in surplus building at
the subsidiary level.

A.M. Best continues to evaluate its negative outlook on all of
the financial strength and debt ratings within the Fairfax
organization. Furthermore, A.M. Best continues to closely monitor
underwriting results, earnings and holding company leverage and
cash flows for continued progress in Fairfax's building of a
positive track record and financial and operating stability.

A.M. Best Co., established in 1899, is the world's oldest and
most authoritative insurance rating and information source. For
more information, visit A.M. Best's Web site at
http://www.ambest.com


FAIRFAX FIN'L: S&P Rates $150 Mill. Senior Unsecured Debt at BB  
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to
Fairfax Financial Holdings Ltd.'s $150 million, 5% convertible
senior unsecured debt offering, which is due July 15, 2023.

This offering, which ranks equally in right of payment with all of
Fairfax's existing and future unsecured senior debt obligations,
can only be sold to qualified institutional buyers in the U.S.
based on Rule 144A of the U.S. Securities Act of 1933.

Under certain circumstances, each $1,000 of principal is
convertible into 4.7057 Fairfax subordinate voting shares. This
corresponds to an initial conversion price of about $212.51 per
share, a premium of approximately 42.8% over the closing price of
the subordinate voting shares on July 8, 2003. Prior to July 15,
2008, the debentures may be redeemed by Fairfax if the sale price
of Fairfax's subordinate voting shares exceeds $293.12, which is
137.9% of the conversion price, for 20 trading days in any
consecutive 30-day trading period. Thereafter, the debentures may
be redeemed at Fairfax's option. In either case, the redemption
price is equal to the principal amount of the debentures to be
redeemed plus accrued and unpaid interest. The debentures are
puttable by holders at five-year intervals commencing on July 15,
2008. Fairfax has the ability to make payment upon the repurchase,
redemption, or maturity of the debentures in cash, subordinate
voting shares, or a combination of both.

"Although the issuance will cause an incremental increase in
Fairfax's financial leverage, the increase is within Standard &
Poor's tolerance for the rating," said Standard & Poor's credit
analyst Matthew T. Coyle. "Moreover, Standard & Poor's expects
management to use a majority of proceeds for either debt reduction
or to improve holding company liquidity."

At the end of the first quarter of 2003, Fairfax's financial
leverage was about 41%, and cash at the holding company was about
$229 million. The latter has improved significantly as a result of
capital-raising activities, which increased holding company cash
on hand by about $470 million (excluding this transaction and
other cash uses incurred during the period). In the second quarter
of 2003, the company raised the aforementioned cash through its
IPO of its now majority-owned subsidiary, Northbridge Financial
Corp., and the issuance of debt from its wholly owned subsidiary,
Crum & Forster Holdings.

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


FEDERAL-MOGUL: Appoints Charles G. McClure CEO ad President
-----------------------------------------------------------
The Federal-Mogul Corporation Board of Directors has appointed
Charles G. (Chip) McClure, 49, as Federal-Mogul's chief executive
officer and president, effective July 11, 2003.  Frank E. Macher,
62, will continue as Chairman of the Board.

McClure's move from president and chief operating officer to CEO
and president is consistent with the succession plan announced
January 11, 2001 when both McClure and Macher joined Federal-
Mogul.

"I am very pleased with the appointment of Chip McClure to succeed
me as CEO and look forward to continuing our strong professional
relationship," said Macher.  "Together, we have significantly
improved business results, strengthened customer relations and
developed a strategic plan to competitively move this company
forward.  I welcome the opportunity as chairman to help guide this
company toward a resolution of our asbestos issues.  I look
forward to the day we emerge as one of the pre-eminent automotive
suppliers with a strong balance sheet ready to capitalize on our
innovative products and technologies for future growth."

Federal-Mogul is a global supplier of automotive components,
modules, sub-systems and systems serving original equipment
manufacturers and the aftermarket.  The company utilizes its
engineering and materials expertise, proprietary technology,
manufacturing skill, distribution flexibility and marketing power
to deliver products, brands and services of value to its
customers.  Federal-Mogul is focused on the globalization of its
teams, products and processes to bring greater opportunities for
its customers and employees, and value to its constituents.  
Headquartered in Southfield, Michigan, Federal-Mogul was founded
in Detroit in 1899 and today employs 47,000 people in 25
countries.  For more information on Federal-Mogul, visit the
company's Web site at http://www.federal-mogul.com


FLEMING: Strikes AFCO Settlement re Insurance Financing Dispute
---------------------------------------------------------------
As previously reported, Afco Credit Corporation sought the Court's
authority to lift the automatic stay so it can cease financing
insurance premiums for Fleming Companies, Inc. and its debtor-
affiliates. Alternatively, Afco also asked the Court to compel the
Debtors to post funds as adequate protection to secure their debt.

In a Court-approved stipulation, the Debtors and Afco Credit
Corporation agreed that:

    (a) The Debtors will pay to Afco $1,621,017 as and for
        adequate protection payments in equal monthly installments
        of $508,421 and $85,029 on the first and fifth day of each
        month, commencing on May 1, 2003, and each succeeding
        month thereafter until paid in full;

    (b) In the event of a default in any payment, a written notice
        will be provided to:

           -- the Debtor;
           -- counsel for the Debtor;
           -- the Committee of Unsecured Creditors; and
           -- the Debtors' senior secured lenders.

        Unless the Debtors cure the default within 10 days, the
        automatic stay will be immediately vacated, and Afco can
        exercise all rights under the contract between the
        parties;

    (c) If there are any funds in excess of the sum obtained by
        Afco after clearing, the excess amount will be paid to the
        Debtors.  Inversely, any deficiency balance will be due to
        Afco.  The deficiency balance will be treated as an
        administrative expense of the estate; and

    (d) The Debtors will take all reasonable steps to cooperate
        with any audit conducted by the insurance carrier in the
        event that any of the financed insurance policies expires
        or is validly cancelled. (Fleming Bankruptcy News, Issue
        No. 8; Bankruptcy Creditors' Service, Inc., 609/392-0900)


FOUNTAIN VIEW: California Court Confirms Plan of Reorganization
---------------------------------------------------------------
The United States Bankruptcy Court for the Central District of
California has confirmed Fountain View, Inc.'s Plan of
Reorganization. The plan provides for payment in full of all
creditor claims and retention of substantially all the equity in
the reorganized enterprise by existing shareholders. Court
confirmation follows the solicitation of votes in which all
eligible ballots submitted by the Company's creditors and
shareholders were voted in favor of the plan.

"Chapter 11 has enabled us to restructure our debts and maximize
value for all constituents by strengthening our operations, while
continuing to serve the needs of our residents and the communities
in which our facilities are located," stated Chief Executive
Officer, Boyd Hendrickson.

"These positive results would not have been possible without the
support and dedication of our employees who were able to maintain
their focus and commitment throughout the restructuring process,"
Hendrickson added.

The Plan of Reorganization will be funded by the Company's cash on
hand and new credit facilities in an aggregate amount of $150
million which will be used to refinance existing debt and provide
additional working capital.

"By focusing on operational improvements and maintaining high
quality patient care, Fountain View's management team transformed
a contentious and challenging situation into a remarkably
successful and consensual outcome," stated Dan Bussel of Klee
Tuchin Bogdanoff & Stern LLP of Los Angeles, bankruptcy counsel
for Fountain View.

Fountain View along with 22 operating subsidiaries filed voluntary
petitions for Chapter 11 reorganization on October 2, 2001 in the
Central District of California, Los Angeles Division. The
Honorable Sheri Bluebond is presiding over the Fountain View
Chapter 11 case.

Fountain View is a leading operator of long-term care facilities
and provider of a full continuum of post-acute care services, with
a strategic emphasis on sub-acute specialty medical care.
Headquartered in Foothill Ranch, California, the Company employs
approximately 6,400 employees who serve approximately 5400
residents daily in facilities throughout Southern and Central
California, as well as in 18 counties in Texas, including 43
skilled nursing and five assisted living facilities. In addition
to long-term care, the Company provides a variety of high-quality
ancillary services such as physical, occupational and speech
therapy and pharmacy services. The Company generates annual
revenues in excess of $340 million.


GENUITY INC: Court Enforces Section 362 & 525 Provisions
--------------------------------------------------------
As a result of the commencement of the Genuity Debtors' bankruptcy
cases and by operation of Section 362 of the Bankruptcy Code, an
automatic stay enjoins all persons and all governmental entities
from, among other things:

      (i) commencing or continuing any judicial, administrative or
          other proceeding against the Debtors that was or could
          have been commenced before the Petition Date;

     (ii) taking any action to recover a claim against the Debtors
          that arose prior to these cases; and

    (iii) taking any action to obtain possession of property of
          the estate or from the estate or to exercise control
          over property of the estate.

Section 525 of the Bankruptcy Code prohibits and enjoins any and
all governmental entities from, among other things, denying,
revoking, suspending or refusing to renew any license, permit,
charter, franchise, or other similar grant to the Debtors,
conditioning such a grant to the Debtors, or discriminating
against any Debtor with respect to such a grant solely because
the Debtors:

    a) are debtors under the Bankruptcy Code;

    b) may have been insolvent before the commencement of or
       during the pendency of these cases; or

    c) has not paid a debt that is dischargeable under the
       Bankruptcy Code.

William F. McCarthy, Esq., at Ropes & Gray LLP, in Boston,
Massachusetts, states that enforcement of these two provisions is
particularly appropriate in the Debtors' cases because of their
international operations and assets located in numerous
jurisdictions around the world.

Several third parties have continued lawsuits in foreign
jurisdictions, notwithstanding Section 362, and the Debtors may
seek to have this order enforced in the foreign jurisdictions or
utilized to commence an ancillary proceeding if appropriate to
accomplish the Wind-Down.  It is also critical that the Debtors
and their agents and employees continue to enjoy access to the
assets, equipment and site locations that form the remainder of
their network and business operations.

Mr. McCarthy argues that the Debtors and their agents must not
be denied access to any owned or leased location simply because
the person exercising control over the access, be it a landlord
or lessor, has a claim against the Debtors or is otherwise
adversely affected by the commencement of the Debtors' cases.  In
addition, the Debtors are subject to rules and regulations of
numerous governmental authorities, including those in foreign
jurisdictions, that may not be familiar with the Bankruptcy Code
and may, absent the declaratory order, take precipitous action
against the Debtors.

Accordingly, the Court granted the Debtors full protection under
Sections 362 and 525 of the Bankruptcy Code.  Specifically, Judge
Beatty orders that:

    (a) The Debtors are authorized to wind down the businesses of
        their Foreign Subsidiaries and Branches;

    (b) The Debtors and their agents will continue to enjoy
        access to all aspects of their telecommunications network
        including the equipment, site locations and customers
        which form the basis of their telecommunications network
        in order to make repairs, perform maintenance, address
        customer concerns and needs, and all persons and entities,
        including landlords of and lessors to the Debtors, will
        continue to provide all access, absent further Court
        order;

    (c) Since the Petition Date through the present, and pending
        further Court order, all foreign and domestic persons and
        all foreign governmental units except as otherwise
        expressly permitted under the Bankruptcy Code, are stayed,
        restrained and enjoined from:

        -- commencing or continuing any judicial, administrative
           or other proceeding against the Debtors, including the
           issuance or employment of process, that was or could
           have been commenced before the Debtors' Chapter 11
           cases were commenced, or recovering a claim against the
           Debtors that arose prepetition;

        -- enforcing a judgment obtained prepetition against the
           Debtors or against the Debtors' property;

        -- taking any action to obtain possession of, or from, the
           Debtors' property;

        -- taking any action to create, perfect or enforce any
           lien against the Debtors' property, to the extent
           that the lien secures a prepetition claim;

        -- taking any action to collect, assess or recover a
           prepetition claim against the Debtors; and

        -- offsetting any debt owing to the Debtors that arose
           prepetition against any claim against the Debtors;

    (d) All persons and foreign governmental units, law
        enforcement officers and officials, and all other persons,
        estates and trusts, are stayed, restrained and enjoined
        from, in any way, seizing, attaching, foreclosing upon,
        levying against or in any other way interfering with any
        or all of the Debtors' property, wherever located;

    (e) These provisions will not affect the exceptions to the
        automatic stay contained in Section 362(b) of the
        Bankruptcy Code or the right of any party-in-interest to
        seek relief from the automatic stay for cause shown, after
        notice and a hearing;

    (f) Pursuant to Section 525 of the Bankruptcy Code, all
        foreign governmental units are prohibited and enjoined
        from denying, revoking, suspending, or refusing to renew
        any license, permit, charter, franchise, or other similar
        grant to, condition the grant to, or discriminate with
        respect to the grant against, the Debtors solely because
        the Debtors:

        -- are debtors under the Bankruptcy Code;

        -- may have been insolvent before the commencement of
           the Debtors' Chapter 11 cases; or

        -- may be insolvent during the pendency of the Debtors'
           Chapter 11 cases.

Finally, Judge Beatty clarifies that these provisions are
intended to be declarative of and co-terminus with, and will
neither abridge, enlarge nor modify, the rights and obligations
of any party under Sections 362 and 525 of the Bankruptcy Code.
(Genuity Bankruptcy News, Issue No. 14; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


GLIMCHER REALTY: Provides Updated Estimate of Q2 and FY 2003 FFO
----------------------------------------------------------------
Glimcher Realty Trust (NYSE: GRT), expects Funds From Operations
to be in the range of $0.24 and $0.26 per diluted common share for
the second quarter and $2.10 to $2.20 per diluted common share for
full year 2003. The Company's previous guidance, which was
included in the first quarter press release dated April 24, 2003,
was for 2003 FFO in the range of $2.50 to $2.58 per diluted share.

Expected FFO for the second quarter reflects additional bad debt
reserves of $7.9 million, or $0.21 per diluted common share. The
reserves are a result of updated information regarding pending
bankruptcy claims with respect to certain tenants, as well as
actual tenant recoveries for CAM, taxes and insurance at its
regional malls. The additional reserves were determined after a
thorough review of the status of pending bankruptcy claims and the
completion of an analysis of recoverable expense billings.

The Company is proactively addressing the issues which resulted in
the additional reserves and a number of changes have already been
implemented during the second quarter. A new Director of Internal
Audit and a new Corporate Controller have been hired to strengthen
the finance and accounting functions. The Company has also adopted
additional procedures to provide more timely billings of
recoverable expense items.

"Even with the additional second quarter charges, our estimated
annual dividend payout ratio is expected to be between 87% and 91%
of FFO," said Michael P. Glimcher, President. "And, given the
substantial progress we have made in strengthening our balance
sheet, the Company currently expects to maintain the annual
dividend at the present rate," added Glimcher.

Due to the uncertainty in the timing and economics of acquisitions
and dispositions, the guidance ranges do not include any potential
property acquisitions or dispositions other than those that were
closed through June 30, 2003 and the expected acquisition of the
third party joint venture interest in Eastland Mall which is
expected to close in the third quarter of 2003. The Company is not
able to assess at this time the potential impact of such
acquisitions or dispositions on future diluted earnings per common
share and diluted FFO per common share.

As previously announced Glimcher Realty Trust will report second
quarter results on July 31, 2003 before the market opens and will
host a conference call at 11:00 a.m. ET that day. Please visit the
Company Web site at http://www.glimcher.comto access the press  
release or to obtain information on how to participate in the call
via webcast or telephone. A replay of that call will be available
for 14 days.

Glimcher Realty Trust -- a real estate investment trust whose
corporate credit and preferred stock ratings are rated by Standard
& Poor's at BB and B, respectively -- is a recognized leader in
the ownership, management, acquisition and development of enclosed
regional and super-regional malls, and community shopping centers.

Glimcher Realty Trust's common shares are listed on the New York
Stock Exchange under the symbol "GRT." Glimcher Realty Trust is a
component of both the Russell 2000(R) Index, representing small
cap stocks, and the Russell 3000(R) Index, representing the
broader market. Visit Glimcher at: http://www.glimcher.com


GLOBAL CROSSING: Court Grants 5th Exclusivity Period Extension
--------------------------------------------------------------
Judge Gerber believes that terminating the Global Crossing
Debtors' exclusive periods would have the potential for serious
prejudice to creditors.  There is at least a risk, if not
certainty, that terminating exclusivity now -- particularly when
it would not be for the purpose of permitting a creditor
constituency to file a competing plan, but rather to facilitate a
competing bid - would send the wrong message, and could damage the
regulatory approval process that is so important to all creditors,
or, at least, all creditors other than those who are bidders.

Accordingly, Judge Gerber extends the Exclusive Filing Period to
the earlier of October 28, 2003, or in the event the Purchase
Agreement is terminated in accordance with its terms, two weeks
from the date of termination.  The Exclusive Solicitation Period
is also extended until 60 days after the Extended Exclusive
Filing Period. (Global Crossing Bankruptcy News, Issue No. 43;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


GRAPHIC PACKAGING: Commences Tender Offer for 8-5/8% Sr. Notes
--------------------------------------------------------------
Graphic Packaging Corporation (NYSE: GPK) has commenced a cash
tender offer to purchase any and all of its outstanding 8-5/8%
Senior Subordinated Notes due 2012 (CUSIP No. 388684AB8). In
conjunction with the offer, Graphic Packaging is soliciting
consents to proposed amendments to the indenture governing the
Notes. The proposed amendments to the indenture would eliminate
substantially all of the restrictive covenants and certain events
of default and related provisions contained in the indenture.

Holders who tender Notes pursuant to the offer on or prior to the
consent expiration date are obligated to consent to the proposed
amendments. Holders that consent to the proposed amendments are
required to tender their Notes in the offer and may not revoke
such consent without withdrawing the previously tendered Notes.

The tender offer consideration will be equal to $1,010.00 per
$1,000 principal amount of the validly tendered Notes, plus
accrued and unpaid interest up to, but not including, the date of
payment for the Notes accepted for purchase. Each holder of Notes
who validly consents to the proposed amendments on or prior to the
consent expiration date will be entitled to a consent payment in
the amount of $2.50 per $1,000 principal amount of Notes with
respect to which consents are delivered.

The offer will expire at 12:01 A.M., New York City time, on
Thursday, August 7, 2003, unless extended. The consent
solicitation will expire at 5:00 P.M., New York City time, on
Wednesday, July 30, 2003, unless extended, if at least one day
prior to such date (or the date to which such date may be
extended) Graphic Packaging has made a public announcement (by
press release) that it has received the requisite consents, or on
the first date after such date (or the date to which such date may
be extended) at least one day prior to which Graphic Packaging has
received such consents and has made a public announcement (by
press release) regarding such receipt. Holders who tender their
Notes after the consent expiration date but on or prior to the
tender offer expiration date will be entitled to receive only the
tender offer consideration and will not be entitled to receive the
consent payment. Tendered Notes may be withdrawn and consents may
be revoked at any time prior to the time as of which Graphic makes
a public announcement (by press release) that it has received the
requisite consents, but not thereafter.

Consummation of the offer is subject to certain conditions,
including (1) the consummation of the merger of Graphic Packaging
International Corporation, a parent company of Graphic Packaging,
with a subsidiary of Riverwood Holding, Inc. upon terms
satisfactory to Graphic Packaging, (2) the consummation of certain
financing transactions related to such merger upon terms
satisfactory to Graphic Packaging, and (3) the receipt of the
requisite consents with respect to the proposed amendments and the
execution of the supplemental indenture to the indenture governing
the Notes. Subject to applicable law, Graphic Packaging may waive
or amend any condition to the offer or solicitation, or extend,
terminate or otherwise amend the offer or solicitation.

The offer is being made in anticipation of a change of control
offer required to be made pursuant to the indenture governing the
Notes following the consummation of the merger. Notes that are not
tendered for purchase pursuant to this offer or the change of
control offer will remain outstanding. Neither Graphic Packaging
nor the combined company after the merger currently plans to
redeem any non-tendered Notes.

Goldman, Sachs & Co. is the dealer manager for the offer and
solicitation agent for the solicitation. MacKenzie Partners, Inc.
is the information agent and Wells Fargo Bank Minnesota, National
Association is the depositary in connection with the offer and
solicitation. The offer and solicitation are being made pursuant
to an Offer to Purchase and Consent Solicitation Statement, dated
July 10, 2003, and the related Consent and Letter of Transmittal,
which together set forth the complete terms of the offer and
solicitation. Copies of the Offer to Purchase and Consent
Solicitation Statement and related documents may be obtained from
MacKenzie Partners, Inc. at (800) 322-2885. Additional information
concerning the terms of the offers and the solicitations may be
obtained by contacting Goldman, Sachs & Co. at (800) 828-3182.

Graphic Packaging, headquartered in Golden, Colorado, is a leading
provider of paperboard packaging solutions to consumer products
companies.

As reported in Troubled Company Reporter's March 28, 2003 edition,
Standard & Poor's Ratings Services placed its 'BB' corporate
credit rating on folding carton producer Graphic Packaging Corp.
on CreditWatch with negative implications. Standard & Poor's at
the same time placed its 'B' corporate credit rating on paperboard
manufacturer Riverwood International Corp. on CreditWatch with
positive implications.

The rating actions followed announcement by the companies that
they had signed a definitive, stock-for-stock merger agreement.
Standard & Poor's said that the negative implications on the
Graphic Packaging CreditWatch reflect expectations that the
transaction will create a company that is more highly leveraged
than is Graphic Packaging currently. Conversely, the positive
CreditWatch implications on Riverwood indicate that the
transaction could create a company with the ability to generate
greater levels of free cash flow than Riverwood, which would allow
for more rapid debt reduction.

Graphic Packaging had debt outstanding at Dec. 31, 2002, of about
$480 million. Riverwood's debt at Sept. 30, 2002, was about $1.6
billion. Total debt for the combined company is initially expected
to be about $2.2 billion.


GRUPO IUSACELL: Waiver of Loan Defaults Extended to August 14
-------------------------------------------------------------
Grupo Iusacell, S.A. de C.V. (BMV:CEL) (NYSE:CEL) announced that
its subsidiary, Grupo Iusacell Celular, S.A. de C.V. received an
extension to its temporary Amendment and Waiver of certain
provisions and technical defaults under its US$266 million Amended
and Restated Credit Agreement, dated as of March 29, 2001.

The Amendment originally expired on June 26, 2003.

As modified, the Amendment is now scheduled to expire on August 14
2003, subject to earlier termination under certain circumstances.
The Amendment contains covenants which expire on August 14, 2003
which restrict Iusacell Celular from making any loans, advances,
dividends, or other payments to the Company and require a
proportionate prepayment of the loan under the Credit Agreement if
it makes any principal or interest payments on any of its
indebtedness for borrowed money, excluding capital and operating
leases. This action was obtained in cooperation with the Senior
Syndicated lender group, as part of the Iusacell's debt
restructuring effort and provides the Company with additional time
to continue working towards the formulation of a consensual and
comprehensive restructuring plan.

This extension puts the Company out of the default status under
the Credit Agreement, however, if the Amendment is not further
extended, upon its expiration, Iusacell Celular would be in
default of a financial ratio covenant under the Credit Agreement,
which would constitute an Event of Default (as defined in the
Credit Agreement) as if the Amendment had never become effective.

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


GST TELECOMMS: Will Make 4th Distribution to Unsecureds Tomorrow
----------------------------------------------------------------
As previously reported, on May 17, 2000, GST Telecommunications
Inc. and its subsidiaries filed a voluntary petition for
bankruptcy under Chapter 11 of the United States Bankruptcy Code,
Case No. 00-1982 (GMS) in the U. S. Bankruptcy Court for the
District of Delaware located in Wilmington, Delaware.  The Company
also reports through its subsidiaries GST USA, Inc. and GST
Network Funding, Inc.  During the course of the proceeding, the
Company has operated its business and managed its properties and
assets as a debtor in possession.  On December 3, 2001, the
Company filed its First Amended Joint Plan of Liquidation of GST
Telecom Inc., et al. (as subsequently amended and modified, the
"Plan").  At a hearing before the Court on February 16, 2002, the
Company announced that the Plan had been accepted by all classes
eligible to vote on the Plan.

On April 18, 2002, the Court entered an order confirming the Plan.  
On April 30, 2002, the Plan became effective and the Company is
now in liquidation pursuant to the terms of the Plan.

The Company currently has approximately $71,600,000 in cash that
is to be distributed to creditors of the Company in accordance
with the Plan.

On or about July 15, 2003, the Company will make its fourth
distribution to unsecured creditors, in the amount of
approximately $22,000,000.00, pursuant to the Plan.  This
distribution is 2.99% of allowed unsecured claims, making the
total distribution to date to unsecured creditors' $325,700,000,
or 44.22% of their allowed claims.  After this distribution the
Company will have approximately $49,600,000 in cash, held in
various reserves. These reserves are recalculated quarterly to
determine the amount of distribution allowable under the Plan.


HEALTH CARE REIT: Plans to Sell 1.5 Million Shares to Repay Debt
----------------------------------------------------------------
Health Care REIT, Inc. (NYSE:HCN) plans to sell 1,583,100 shares
of common stock to certain investment advisory clients of Cohen &
Steers Capital Management, Inc. The net proceeds of the sale will
be approximately $48 million, and will be used to invest in
additional health care properties. Pending such use, the proceeds
will be used primarily to repay borrowings under the company's
revolving credit facilities. It is anticipated that closing and
delivery of the shares will occur on or about July 14, 2003.

The company also announced that the previously announced sale of
4,000,000 shares of 7.875% Series D Cumulative Redeemable
Preferred Stock closed on July 9, 2003. The shares have a
liquidation value of $25.00 per share and no stated maturity, but
may be redeemed by the company at par on or after July 9, 2008.
The sale generated approximately $96.6 million in net proceeds. A
portion of the proceeds will be used to redeem all 3,000,000
shares of the company's 8.875% Series B Cumulative Redeemable
Preferred Stock on July 15, 2003.

In addition, the company has instituted its enhanced dividend
reinvestment and stock purchase plan. Existing stockholders, in
addition to reinvesting dividends, may now purchase up to $5,000
of common stock per month at a discount, currently set at four
percent. Investors who are not stockholders of the company may now
make an initial investment in the company through the plan with a
minimum of a $1,000 purchase. In some instances, the company may
permit investments in excess of $5,000 per month if the company
approves a request for a waiver. In the first month of the new
plan, the company issued over 100,000 shares of common stock to
eligible investors. Also, the company anticipates issuing 594,000
new shares on July 11, 2003 under the plan's waiver program
resulting in net proceeds of approximately $18 million.

Health Care REIT, Inc., with headquarters in Toledo, Ohio, is a
real estate investment trust that invests in health care
facilities, primarily skilled nursing facilities and assisted
living facilities. For more information on Health Care REIT, Inc.,
visit http://www.hcreit.com  

As reported in Troubled Company Reporter's June 30, 2003 edition,
Standard & Poor's Ratings Services assigned its 'BB+' rating to
Health Care REIT Inc.'s $100 million of proposed preferred stock
issuance. In addition, ratings are affirmed on the company's $615
million of existing unsecured notes. At the same time, the
corporate credit rating on Health Care REIT is affirmed at 'BBB-'.
The outlook remains stable.

The ratings reflect this Toledo, Ohio-based Health Care REIT's
good financial profile, including sufficient external liquidity
and stable debt coverage measures, as well as modestly
strengthened portfolio characteristics. "The company will continue
to be challenged by the difficult regulatory and competitive
operating environment facing health care facility operators, but
appears well-equipped to manage these challenges," said Standard &
Poor's credit analyst Scott Robinson.


HERCULES: Expects 2nd Quarter Results above Previous Estimates
--------------------------------------------------------------
Hercules Incorporated (NYSE:HPC) expects to report earnings for
the second quarter ended June 30, 2003 in the range of $0.27 to
$0.29 per fully diluted share. This compares to a loss of $0.10
per fully diluted share for the same period in 2002 and a loss of
$0.14 per fully diluted share in the first quarter 2003.

Earnings from ongoing operations for the second quarter of 2003
are expected to be in the range of $0.21 to $0.23 per fully
diluted share. This compares to $0.20 per fully diluted share in
the second quarter of 2002 and $0.13 per fully diluted share in
the first quarter of 2003. The First Call consensus estimate for
the Company's earnings from ongoing operations is $0.19 per fully
diluted share for the second quarter 2003. If market conditions
hold, Hercules also expects to exceed First Call's consensus
estimate for the year 2003 of $0.72 per fully diluted share.

Improved earnings in the second quarter were driven by higher
sales, improved operating profits, and lower taxes in the quarter.

Net sales in the second quarter 2003 are expected to increase
approximately 8% compared to net sales of $437 million for the
same period last year. Net sales growth was driven largely by the
Euro's appreciation against the U.S. dollar and also higher prices
and higher volumes. Year-to-date net sales are up approximately 9%
compared to the same period in 2002.

"The people of Hercules continue to deliver excellent results in a
difficult environment," said Dr. William H. Joyce, Chairman and
Chief Executive Officer. "The Company is well on its way to
achieving its stated target of annual double-digit growth in
earnings and operating profits from ongoing operations."

Dr. Joyce added, "With another quarter of solid performance, I am
particularly proud that we will have delivered seven consecutive
quarters of productivity improvements from ongoing operations.
Hercules continues to improve results in spite of higher energy
and raw material costs, higher pension expenses and a difficult
pulp and paper marketplace."

Hercules manufactures and markets chemical specialties globally
for making a variety of products for home, office and industrial
markets. For more information, visit the Hercules Web site at
http://www.herc.com  

                         *    *    *

As previously reported in Troubled Company Reporter, Standard &
Poor's assigned its 'BB' bank loan rating to Hercules Inc.'s $350
million senior secured credit facilities.

Standard & Poor's also affirmed its 'BB' corporate credit rating
on the company. The outlook remains positive.


HOMESTORE INC: Enters Strategic Relationship with ImproveNet Inc
----------------------------------------------------------------
ImproveNet, Inc. (OTC Bulletin Board: IMPV) a leading provider of
value chain management software, online contractor matching
services, and marketing programs for building materials
manufacturers, distributors, contractors and trade professionals,
has entered into an agreement with Homestore Inc. (Nasdaq: HOMS),
a leading supplier of media and technology solutions providing
consumers with the most comprehensive real estate content
available on the Internet.

ImproveNet will be the exclusive provider of its branded Find-A-
Contractor(TM) service to Homestore consumers visiting and using
Homestore's Home and Garden Channel to find contractors in the
following categories; air conditioning, attics and basements,
bathroom remodeling, cabinets, carpentry, countertops, custom home
building, decks, drywall and plastering, electrical, fencing and
perimeter walls, framing systems, garages and outbuildings, glass
and screens, gutters and sheet metal, heat and ventilation,
insulation and weather stripping, kitchen remodeling, landscaping,
masonry and stucco, painting and wall covering, paving and patios,
plumbing, remodeling and room additions, roofing, siding and
residing, sunrooms, tile and stone, windows and doors.

"This is an incredible opportunity for our companies. Homestore
was looking for a partner that could provide outstanding
contractor services to its 8 million + monthly unique users, and,
ImproveNet, the leading brand in the online improve and repair
space was looking for a partner that could drive targeted and
specific opportunities to its Find-A-Contractor service," said
Jeffrey Rassas, Co-Chairman and CEO for ImproveNet.

In addition to content and Find-A-Contractor integration
throughout Homestore's Home and Garden channel, the agreement
between the companies provides significant advertising and
branding services for ImproveNet. To see this content visit:
http://homestore.com/homegarden/default.asp?lnksrc=ts11  

ImproveNet, Inc. (OTC Bulletin Board: IMPV) is the a leading
provider of value chain management software, online contractor
matching services, and marketing programs for building materials
manufacturers, distributors, contractors and trade professionals.
Powered by its world-class SmartFusion(TM) software and leading
branded web sites for homeowners and home improvement
professionals, ImproveNet's revolutionary MarketMaker(TM) software
and online service solution creates and provides access to a
$1.3B+ annual renovation and remodeling market for building
materials manufacturers, distributors, contractors and trade
professionals.

Headquartered in Scottsdale, Arizona with operations in India,
Bangladesh and Canada, the company markets its value chain
management solution under the trademark MarketMaker. MarketMaker's
back-end SmartFusion software provides scalable technology
infrastructure and critical business functionality between the
manufacturing and distribution channels in the building materials
industry.

Through MarketMaker's online brands Improvenet.com and
ImprovenetPRO.com, the company provides home improvement services
to homeowners, aggregates and organizes information and design
tools for its national network of home improvement professionals,
delivers qualified job leads to its network of home improvement
professionals, and provides advertising and marketing services to
major manufacturing brands in the home improvement marketplace.
For more information about ImproveNet, visit
http://www.improvenet.com

Homestore Inc. is a leading supplier of media and technology
solutions that promote and connect Real Estate Professionals to
consumers before, during and after a move.

At the heart of the company is the Homestore(TM) Network, the
largest and most comprehensive family of Web sites devoted
exclusively to home and real estate-related content. Homestore
operates Realtor.com(R), the official site of the National
Association of Realtors(R); HomeBuilder.com(TM), the official new
homes site of the National Association of Home Builders;
Homestore.com(TM) Apartments & Rentals, an apartments, senior
housing, corporate housing and self-storage resource; and
Homestore.com(TM), a home-related information destination with a
mortgage financing emphasis.

At December 31, 2002, Homestore had $80.5 million in unrestricted
cash and cash equivalents available to fund operations compared to
$52.5 million at December 31, 2001. Also at the same date, the
Company's total current liabilities exceeded its total current
assets by about $80 million, while total shareholders' equity
dropped to about $38 million from about $183 million a year ago.


KMART CORP: Seeks Clearance for Environmental Claims Settlement
---------------------------------------------------------------
Pursuant to the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended, responsible parties are
jointly and severally liable for the costs associated with
cleaning up waste materials.  Thus, if Kmart Corporation and its
debtor-affiliates were eventually found to be a responsible party
at any of the sites where they conduct their business operations,
they could be exposed to the full liability for the cost of
cleaning up each site.  In view of this concern, the Debtors have
determined to enter into a settlement with the United States of
America, on behalf of the U.S. Environmental Protection Agency,
the U.S. Department of the Interior and the National Oceanic and
Atmospheric Administration of the U.S. Department of Commerce. The
Settlement Agreement resolves claims made or to be made against
them under the CERCLA.

The Settlement Agreement provides for the settlement of the
Debtors' liability with respect to four categories of waste
sites: (1) Liquidated Sites; (2) Discharged Sites; (3) Debtor-
Owned Sites; and (4) Additional Sites.

                      Liquidated Sites

The Settlement Agreement identifies ten Liquidated Sites where
the EPA, DOI, and NOAA have liquidated the Debtors' estimated
share of response costs and natural resource damages.  The
Debtors' share of response costs at each Liquidated Site was
determined as the percentage of waste the Debtors contributed to
the site multiplied by past and future cleanup costs for the
site.  Where appropriate, premiums were added for factors like
uncertainty regarding the amount of future costs.

The Liquidated Sites are:

  1. The Arkwright Dump site in Spartanburg, South Carolina;

  2. The Beede Waste Oil site in Plaistow, New Hampshire;

  3. The Bill Johns Waste Oil site in Jacksonville, Florida;

  4. The Delatte Metals site in Ponchatoula, Louisiana;

  5. The Florida Petroleum Reprocessors site in Davie, Florida;

  6. The Hows Corner site in Plymouth, Maine;

  7. The Jack Goins site in Cleveland, Tennessee;

  8. The Lenz Oil Services site in DuPage County, Illinois;

  9. The Operating Industries, Inc. Landfill site in Monterey
     Park, California; and

10. The Tulalip Landfill in Marysville, Washington.

The Debtors' share is the basis for the allowed claims that the
EPA receives under the Agreement for the Liquidated Sites.  For
these sites, the EPA receives allowed secured claims totaling
$579,151 and allowed other unsecured claims totaling $171,744.

The EPA's Allowed Secured Claims are for sites where the United
States has asserted a right to offset the response cost claims
covered by the EPA's proofs of claim against a tax refund the
Debtors sought from the Internal Revenue Service, pursuant to the
terms of a setoff agreement in December 2002.  Pursuant to the
Setoff Agreement, once the tax refund is issued to the Debtors,
the United States will have an allowed secured claim against them
in an amount not to exceed $1,085,651, provided that the Court
determines that the United States is entitled to setoff.  The IRS
has already issued the tax refund to the Debtors.

In exchange for the allowed claims, the Debtors will receive a
covenant not to sue under CERCLA Sections 106 or 107, or the
Resource Conservation Recovery Act Section 7003 as well as
contribution protection under CERCLA Section 113(f)(2) for
certain matters.  The covenant not to sue for the Liquidated
Sites is subject to reservations for actions based on failure to
meet a requirement of the Settlement Agreement, criminal
liability, and claims under CERCLA Sections 106 and 107(a)(1)-(4)
based on the Debtors' postpetition conduct.

                        Discharged Sites

The Settlement Agreement identifies nine Discharged Sites where
the EPA, DOI, and NOAA have decided not to assert claims against
the Debtors for response costs or natural resource damages and
have determined that discharge under bankruptcy law is
appropriate.  For the Discharged Sites, the United States has
agreed that its claims against the Debtors under CERCLA Sections
106 and 107 and RCRA Section 7003 are discharged pursuant to
Section 1141 of the Bankruptcy Code to the extent the claims
arise from the Debtors' prepetition conduct.  The United States
will not receive any allowed claims for the Discharged Sites, and
the Debtors will not receive contribution protection or a
covenant not to sue.  However, the United States' claims against
the Debtors under CERCLA Sections 106 and 107(a)(1)-(4) are not
discharged with respect to the Discharged Sites, to the extent
the claims arise from their postpetition conduct.

The Discharged Site are:

  1. The Adkins Branch Tire Dump in Putnam County, West Virginia;

  2. The Bufkin Store Lead Site in Tabor City, North Carolina;

  3. The Chadboum Battery site in Chadboum, North Carolina;

  4. The Guyton Battery site in Chadbourn, North Carolina;

  5. The Jimmy Green Metals site in Nashville, North Carolina;

  6. The Odum Bufkin Battery site in Green Sea, South Carolina;

  7. The Old Stake Road Lead site in Chadbourn North Carolina;

  8. The Petroleum Conservation site in Two Rivers, Wisconsin; and

  9. The Vinegar Hill Battery site in Tabor City, North Carolina

                        Debtor-Owned Sites

The Settlement Agreement provides that these claims and actions
are not discharged with respect to Debtor-Owned Sites:

    (a) Claims under CERCLA Section 107 for response costs
        incurred postpetition;

    (b) Actions seeking to compel performance of a cleanup;

    (c) Claims under CERCLA Section 107 for natural resource
        damages arising from postpetition or ongoing releases; and

    (d) Civil penalty claims based on the Debtors' postpetition
        conduct.

The Debtor-Owned Sites are those sites owned by the Debtors or
any of the other former debtors on or after the Confirmation
Date.

                         Additional Sites

The Additional Site category is a catch-all category that
includes all sites that do not fall into any of the previous
categories.  The Additional Sites include:

   (i) sites where, unlike the Liquidated Sites, the EPA, DOI, and
       NOAA do not yet possess enough information to determine the
       Debtors' fair share of response costs and natural resource
       damages;

  (ii) sites where, unlike the Discharged Sites, environmental
       claims based on the Debtors' prepetition conduct may not be
       subject to discharge, and the EPA, DOI, and NOAA have not
       ruled out asserting those claims in the future; and

(iii) sites that may not be Kmart-owned.

Among the Additional Sites are:

  1. Operable Unit 2 of the Peterson Puritan site;

  2. The Bill Johns Waste Oil Site in Jacksonville, Florida;

  3. The Green River Disposal site in Owensboro, Kentucky;

  4. The Milt Adams site in Commerce City, Colorado; and

  5. The West Virginia Ordnance site in Point Pleasant,
     West Virginia.

The Settlement Agreement's provisions on Additional Sites are:

    -- The United States' claims against the Debtors under CERCLA
       Sections 106 and 107 and RCRA Section 7003 are discharged
       with respect to the Additional Sites to the extent the
       claims arise from their prepetition conduct.  Despite this
       discharge, the Debtors agree that the United States may
       undertake enforcement against them with respect to the
       Additional Sites, as if the Chapter 11 cases had never been
       commenced.  The United States' claims against the Debtors
       under CERCLA Sections 106 and 107(a)(1)-(4) are not
       discharged to the extent the claims arise from their
       postpetition conduct;

    -- The United States will not issue or seek injunctive orders
       against the Debtors under CERCLA Section 106 or RCRA
       Section 7003 based on their prepetition conduct with
       respect to the Additional Sites;

    -- Once the Debtors' liability for any Additional Site is
       liquidated by settlement or judgment, the liquidated amount
       will be paid as if it had been an Allowed Other Unsecured
       Claim under the Debtors' Reorganization Plan; and

    -- Up to $506,500 of the liquidated amount for one of the
       Additional Sites -- Peterson Puritan, Operable Unit 2 --
       will be paid as an Allowed Secured Claim.  Unlike the other
       Additional Sites, Peterson Puritan is eligible for setoff
       under the Setoff Agreement.  The secured amount is the
       EPA's preliminary estimate of the Debtors' share of
       response costs for Peterson Puritan.  The Debtors believe
       that a more thorough allocation will assign them a smaller
       share.  However, they have agreed that, if they are
       ultimately found to have greater liability, they will pay
       not only $506,500 as an Allowed Secured Claim, but also the
       amount over $506,500 as an Allowed Other Unsecured Claim.

"There is sufficient business justification for Kmart to enter
into the Settlement Agreement," John Wm. Butler, Jr., Esq., at
Skadden, Arps, Slate, Meagher & Flom, contends.

At the Liquidated Sites, Mr. Butler points out that the
Settlement Agreement allows the Debtors to reduce their potential
exposure for clean up costs at each of the sites by millions of
dollars by avoiding the joint and several liability permitted
under the CERCLA.  The Settlement Agreement limits the Debtors'
liability to their allocable share of the clean-up costs.  The
Debtors can also avoid litigation regarding contribution with
other potentially responsible parties at each of the Liquidated
Sites.  The Settlement Agreement further circumscribes the
Debtors' liability with respect to the Additional Sites, except
for Peterson Puritan, Operable Unit 2, by providing payment only
at the rate provided to Other Unsecured Creditors under the Plan,
regardless of when the Additional Sites are discovered.  Given
the amount of potential liability involved, and the uncertainty
of the outcome if the matters were pressed to trial, Mr. Butler
tells Judge Sonderby that the Debtors are receiving a significant
benefit from the resolution of this dispute.

Accordingly, the Debtors ask the Court to approve the Settlement
Agreement. (Kmart Bankruptcy News, Issue No. 59; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


LOAN FUNDING: Fitch Assigns BB Rating to Ser. 2003-1 Cl. B Notes
----------------------------------------------------------------
Loan Funding Corp. 2003-1 issued $25 million of class A notes and
$12 million of class B notes, rated 'BBB' and 'BB', respectively,
by Fitch Ratings. The rating on the class A notes addresses timely
payment of interest and repayment of principal on the stated
maturity date (three business days after the scheduled swap
program termination date of July 25, 2015.) The rating on the
class B notes addresses ultimate payment of interest and principal
on the stated maturity date.

Approximately half of the sale proceeds of the notes will be
deposited in a swap collateral account held at the Toronto-
Dominion Bank in the name of the issuer for the benefit of TD
Global Finance, the swap counterparty. The other half of the
proceeds will be invested in liquid senior bank notes rated at
least 'AA' with a maturity of no longer than four years. The
issuer pledges all such collateral to enter into a total return
swap program consisting of a series of total return swap
transactions with TD Global Finance that reference a diversified
portfolio of leveraged bank loans with weighted average rating
factor of 51.1 ('B+/B'). The reference loan portfolio has a
maximum size of $300 million. Through this swap program, the
noteholders will reap the economic benefits of the reference loans
on a leveraged basis. TD Global Finance's obligations under the
swap program are guaranteed by TD Bank rated 'AA-/F1+' by Fitch.

The ratings are based on the portfolio guidelines provided in the
documents, the structure of the transaction, the quality of TD
Bank as swap guarantor, the capabilities of Guggenheim Investment
Management LLC as investment advisor, and the credit quality of
the swap collateral.


LTV CORP: Copperweld Turns to McDermott for Special Labor Advice
----------------------------------------------------------------
Copperweld Corporation, represented by Shana F. Klein, Esq., at
Jones Day in Cleveland, asks for Judge Bodoh's approval, nunc pro
tunc to May 28, 2003, for Copperweld's employment of McDermott
Will & Emery as special labor counsel.  Ms. Klein explains that
MWE was employed by Copperweld on May 28, 2003, to provide legal
advice and representation with respect to labor, employment and
employee benefit issues, including negotiations with the United
Steelworkers of America and the Pension Benefit Guaranty
Corporation regarding pension issues.

MWE has previously represented the Official Committee of Unsecured
Creditors in these chapter 11 cases.  The Committee has disbanded,
and MWE no longer provides any services to the Committee.  In
connection with that prior representation, MWE received
approximately $714,341.30 in fees and expenses from the Debtors'
estates.

Joseph E O'Leary, Esq., a partner in MWE, avers to Judge Bodoh
that MWE has represented, and will likely continue to represent,
certain creditors of the Debtors in matters unrelated to the
Debtors or these chapter 11 cases.  MWE does not represent or hold
any interest adverse to the Debtors on the matters for which
employment approval is sought.

Even though compensation is not mentioned in this Application or
its accompanying affidavit, Judge Bodoh signs the Order
authorizing this employment, presumably at the same rates as he
authorized for the Creditors' Committee. (LTV Bankruptcy News,
Issue No. 50; Bankruptcy Creditors' Service, Inc., 609/392-00900)


MAGELLAN HEALTH: Court Expands Ernst & Young's Engagement Scope
---------------------------------------------------------------
Magellan Health Services, Inc. and its debtor-affiliates sought
and obtained the Court's authority to employ Ernst & Young, LLP as
tax advisors, auditors and financial reporting consultants to the
Debtors in these Chapter 11 cases.

The Debtors also sought and obtained the Court's nod to expand the
scope of E&Y's employment to include certain additional auditing
services as set forth in the four letter agreements dated May 2,
2003, May 19, 2003 and May 21, 2003, between the Debtors and E&Y.

Pursuant to the Letter Agreements, E&Y is expected to:

    -- audit and report on the Schedule of Expenditures of Federal
       Awards for the Block Grants for Prevention & Treatment of
       Substance Abuse Program of Magellan for the years ended
       June 30, 2002 and 2001;

    -- audit Magellan's compliance with the types of compliance
       requirements described in the U.S. Office of Management and
       Budget (OMB) Circular A-133 Compliance Supplement that are
       applicable to the Block Grants Program;

    -- audit and report on the financial statements of these
       subsidiaries and divisions of Magellan for certain periods:

       a. Merit Behavioral Care Corporation of Iowa;

       b. Magellan Behavioral Health Systems, LLC;

       c. Hamilton County Division of Magellan Public Solutions;
          and

       d. Magellan Behavioral Health of Ohio, Inc.; and

    -- audit and report on Magellan's consolidated financial
       statements for the three months ended December 31, 2002.

The current hourly rates, subject to periodic adjustments, charged
by E&Y's personnel are:

       Partners and Principals          $490 - 600
       Senior Managers                   380 - 470
       Managers                          280 - 360
       Seniors                           190 - 260
       Staff                             140 - 170
(Magellan Bankruptcy News, Issue No. 10: Bankruptcy Creditors'
Service, Inc., 609/392-0900)  


MANITOWOC CO.: Targets $60 Million Debt Reduction by Year-End
-------------------------------------------------------------
The Manitowoc Company, Inc. (NYSE: MTW) expects second-quarter
earnings to be in the range of $0.30 to $0.35 per share, excluding
special charges. The average of published analyst estimates is
$0.56 per share. For the full year, the company anticipates
earnings per share, excluding special charges, to fall in the
$0.80 to $1.00 range versus a published analyst average of $1.48.

These estimates reflect ongoing adverse conditions and increased
pricing pressure in the company's crane markets. As a result,
Manitowoc intends to take special charges of $15 to $20 million,
principally for consolidation, restructuring, and other actions
designed to eliminate excess manufacturing capacity, improve
operational efficiency, quickly generate positive cash flow, and
enhance future earnings. The majority of these charges will be
recorded in the second quarter, but due to accounting rules, the
remainder will be recorded during the balance of the year.

"We now expect the challenging crane markets that have affected
our results for the past several quarters to continue beyond year-
end," said Terry Growcock, Manitowoc's chairman and chief
executive officer.  "For this reason, we are taking additional
steps to further align our organization and operations to match
anticipated market conditions.  These include the previously
announced consolidation of boom-truck production into our Shady
Grove facility, together with staff reductions in the United
States and Europe. We also continue to evaluate opportunities for
withdrawal from non-core operations.

"Benefits from these actions will extend into 2004 and beyond,
when we will also see continuing gains from the synergies
resulting from the Potain and Grove acquisitions," Growcock added.
"Our new-product development program remains equally aggressive as
we expect to introduce several new cranes before year-end.
Together, these actions should enable us to enhance our market
share during these difficult times and to prosper as business
conditions improve.

"Second-quarter results also reflect some lingering effects from
the strike at Marinette Marine which occurred earlier this year,
as well as customer deferrals of new construction orders,"
Growcock continued. "However, we remain encouraged about our
shipbuilding prospects. Quoting activity remains brisk, led by
commercial opportunities for OPA-90 double-hull vessels as well as
a solid slate of homeland security and government shipbuilding
work.

"Despite the cool spring and mild summer weather, our Foodservice
operations are performing well and continue to outpace the
industry," Growcock explained. "Looking ahead, our Foodservice
group is poised for an exciting conclusion to 2003 that will
include several new-product launches in the third quarter and
beyond. In addition, ongoing efforts throughout our Foodservice
group to implement Six Sigma and other operational excellence
initiatives will enhance our position as a best-in-class
manufacturer.

"We also have significant opportunities to generate strong cash
flow once again this year," Growcock stated. "We remain confident
in our ability to generate at least $100 million in cash flow by
year-end before dividends and capital spending. This should enable
us to reduce debt by $60 million, or more."

Manitowoc will provide further details on all of these matters
during the company's second-quarter conference call, which will be
held on July 30, 2003, at 10:00 a.m., EDT.

The Manitowoc Company, Inc. is one of the world's largest
providers of lifting equipment for the global construction
industry, including lattice-boom cranes, tower cranes, mobile
telescopic cranes, and boom trucks. As a leading manufacturer of
ice-cube machines, ice/beverage dispensers, and commercial
refrigeration equipment, the company offers the broadest line of
cold-focused equipment in the foodservice industry. In addition,
the company is a leading provider of shipbuilding, ship repair,
and conversion services for government, military, and commercial
customers throughout the maritime industry.

                         *    *    *

As previously reported, Standard & Poor's assigned its single-
'B'-plus rating to The Manitowoc Company Inc.'s $175 million
senior subordinated notes due 2012.

At the same time, the double-'B' corporate credit rating was
affirmed. The outlook is negative.


MCSI INC: Court Approves $10 Mill. DIP Financing on Final Basis
---------------------------------------------------------------
MCSi, Inc., received final approval from the bankruptcy court for
its $10 million "Debtor in Possession" financing facility from
certain of its existing lenders. Pursuant to a previous interim
court order, $5 million (including $2.5 million for letters of
credit) was immediately available under the facility; now, with
final court approval of the facility, the remaining $5 million
(including $3.5 million for letters of credit) under the facility
became available to the Company.

Gordon Strickland, MCSi's President and Chief Executive Officer,
stated: "This final approval of our financing arrangements is yet
another milestone in our restructuring efforts. We believe that
our DIP facility, together with cash on-hand of approximately $5.5
million, will provide us with sufficient liquidity to fund our
post-petition trade and employee obligations, as well as our
ongoing operating needs. We are conducting business as usual
during this reorganization process, including continuing work on
ongoing projects and fully servicing customer requirements on an
uninterrupted basis."

Mr. Strickland continued: "We are continuing our active
negotiations with our lenders regarding a comprehensive
restructuring plan and expect to file a plan of reorganization
later this summer."

MCSi is a leading provider of state-of-the-art presentation,
broadcast and supporting network technologies for businesses,
churches, government agencies and educational institutions. From
offices located throughout the United States, MCSi draws on its
strategic partnerships with top manufacturers to deliver a
comprehensive array of audio, display and professional video
innovations. MCSi also offers proprietary systems pre-engineered
to meet the need for turnkey integrated solutions.

As a full service provider of enterprise wide technology
solutions, MCSi complements its product offerings with a
design/build approach that includes consultation, design
engineering, product procurement, systems integration, end-user
training and post sales support. MCSi's value-added service
approach, made seamless by the ongoing exchange between customers
and representatives from its strategic support teams, ensures that
customers receive dedicated attention and long-term commitment to
support their investment. Additional information regarding MCSi
can be obtained by visiting http://www.mcsinet.com


MEDMIRA INC: Obtains Exchange Approval for 10MM Preferred Shares
----------------------------------------------------------------
MedMira Inc. (TSX Venture: MIR) announced that it has received
approval from the TSX Venture Exchange for the conversion of 10
million Series A Preference Shares to 10 million Common Shares and
also for the equity components of a loan with an individual
investor. The completion of these transactions will result in the
issuance of 10,036,765 common shares and 147,059 common share
warrants.

"Completion of these transactions and the previously announced
conversion of a shareholder loan to equity will significantly
improve the Company's balance sheet" said Mr. William Gullage,
MedMira's Chief Financial Officer. "These transactions will
increase our cash position, significantly improve our debt/equity
position, and demonstrates the continued support and commitment of
our shareholders' continued Gullage.

MedMira - http:://www.medmira.com -- is a commercial biotechnology
company that develops, manufactures and markets qualitative, in
vitro diagnostic tests for the detection of antibodies to certain
diseases, such as HIV, in human serum, plasma or whole blood.
MedMira's Reveal(TM) and MiraWell(TM) Rapid HIV Tests have
recently been approved by the United States FDA and SDA in the
People's Republic of China, respectively. All of MedMira's
diagnostic tests are based on the same flow-through technology
platform thus facilitating the development of future products.
MedMira's technology provides a quick (under 3 minutes), accurate,
portable, safe and cost-effective alternative to conventional
laboratory testing.

At April 30, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $10 million.


METROPOLITAN ASSET: Fitch Affirms Class B-2 Notes Rating at BB
--------------------------------------------------------------
Fitch Ratings has affirmed the following Metropolitan Asset
Funding issue:

                        Series 1999-D:

        -- Class A-1F 'AAA';
        -- Class A-1A 'AAA';
        -- Class M-1 'AA';
        -- Class M-2 'A';
        -- Class B-1 'BBB';
        -- Class B-2 'BB'.

The affirmations on these classes reflect credit enhancement
consistent with future loss expectations.


MONEY STORE: Class MH-2 Rating Dives Down to D-Level from BB
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Money
Store Trust 1998-A's asset-backed certificates class MH-2 to 'D'
from 'BB'.

The lowered rating reflects the fact that the class suffered a
principal loss of $788,253 during the distribution period ending
June 15, 2003. The amount by which the loss exceeded excess
interest was applied to reduce the subordinate class BH
certificate to zero. The additional loss amount was applied to the
MH-2 certificates and will continue to be applied to the
certificates whenever loss exceeds the excess interest amount and
overcollateralization has not been rebuilt. Based on the current
performance, it is not likely that the principal loss will be
recoverable. In addition, future interest payments will be
determined on the new, lower balance.

As of the distribution date, total delinquencies were 9.56%, and
serious delinquencies were 5.87%. Cumulative losses were 14.87% of
the original pool balance. During the past 12 months, losses have
exceeded excess interest 100% of the time for series 1998-A group
3, causing further increases in accrued losses. There is a strong
likelihood that this trend will continue in the near term. The
ratings on the certificates for groups 1 and 2 of series 1998-A
have additional support in the form of bond insurance provided by
MBIA Insurance Corp. (rated 'AAA') and are therefore not affected
by this action. Class MH-1 is currently supported by subordination
of 47.82% provided by class MH-2 and therefore no rating action is
required at this time.

At issuance, the mortgage collateral backing all of the Money
Store-related certificates consists of 15- to 30-year, fixed-rate,
subprime and home improvement loans secured by first and second
liens on owner-occupied, one- to four-family detached residential
properties.
   
                        RATING LOWERED
   
                  Money Store Trust 1998-A
   
                               Rating
                Class     To               From
                MH-2     D                BB


NATIONSRENT: Court Approves SouthTrust Inventory Sale Agreement
---------------------------------------------------------------
At the NationsRent Debtors' behest, the Court approved their
Inventory Sale and Settlement Agreement with SouthTrust Bank and
Boston Rental Partners LLC.

The Settlement Agreement resolves a pending adversary proceeding
regarding the prepetition lease arrangements between the Debtors
and SouthTrust.  The Debtors commenced a lawsuit against
SouthTrust in June 2002 to recharacterize their prepetition
arrangements as financing agreements.  The Debtors argued that,
pursuant to their analysis, the SouthTrust agreements are
financing agreements denominated as leases.

The Debtors regularly obtain equipment from various vendors,
including SouthTrust, for their rental fleet.  The Debtors
entered into leases, purchase and financing agreements and
secured financing arrangements characterized as leases.

Under the Settlement Agreement, SouthTrust will sell to Boston
Rental the leased equipment.  On or after the closing of the
transaction, Boston Rental will pay the personal property taxes
with respect to the Inventory.  In addition, on the Closing Date,
the Debtors and Boston Rental will enter into a rental agreement
with respect to the purchased Inventory.  At the same time, the
Debtors and SouthTrust will terminate the prepetition
agreements.  Neither SouthTrust nor any other entity will be
entitled to any rights, remedies or claims against the Debtors
with respect to the prepetition agreements.  However, SouthTrust
will be allowed general unsecured claims and receive $1,449,163
in accordance with the Debtors' reorganization plan with respect
to the prepetition agreements.  The parties will also release the
other from any and all claims, causes of action, liabilities and
obligations arising under the prepetition agreements, including
the lawsuit.  The Debtors will promptly dismiss the lawsuit.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, P.A.,
relates that the cost to the Debtors of complying with the terms
of the Settlement Agreement is reasonable.  Other than with
respect to the terms of a rental agreement with Boston Rental for
the Inventory, Mr. DeFranceschi notes that the Agreement imposes
no monetary obligations on the Debtors.  Boston Rental will also
lease the Inventory to the Debtors at rental rates that are equal
to, or less than, the fair market value of the inventory.

Additionally, Mr. DeFranceschi says, the resolution of the
lawsuits pursuant to the Agreement is warranted.  If the lawsuit
were not consensually resolved, the Debtors would be required to
prosecute them further.  The Debtors would be forced to expend
significant time and resources.  Mr. DeFranceschi maintains that
the dismissal of the litigation with prejudice and the mutual
releases will bring to a certain and final resolution any claims
with respect to the prepetition agreements. (NationsRent
Bankruptcy News, Issue No. 33; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


NOBEL LEARNING: A. J. Clegg & John R. Frock Leave Sr. Management
----------------------------------------------------------------
Nobel Learning Communities, Inc. (Nasdaq: NLCI), a leading for-
profit provider of education and school management services for
the pre-elementary through 12th grade market, reported that two
members of the senior management have given the Company their
resignations.

A. J. (Jack) Clegg has resigned as Chief Executive Officer and
Chairman of the Board of Directors effective immediately.  
Mr. Clegg will remain as a Director of the Company.

The Board anticipates electing a new Chairman at its next
regularly scheduled meeting in August.

John R. Frock, Vice Chairman of Corporate Development has also
resigned.  Mr. Frock will work through August 31, 2003 while a
replacement is found.  Mr. Frock will remain a Director of the
Company.

Nobel Learning Communities, Inc. operates 178 schools in 15 states
consisting of private schools and charter schools; pre-elementary,
elementary, middle, specialty high schools and schools for
learning challenged children clustered within established regional
learning communities.

As reported in Troubled Company Reporter's June 12, 2003 edition,
Nobel Learning Communities closed the senior debt refunding with
Fleet and Commerce Bank.

Jack Clegg, Chairman/CEO, stated that NLCI and their banks (Fleet
Bank and Commerce Bank) finalized the transaction to waive any
past covenant defaults and to reset the covenants based on the
current level of financial performance and expected future
performance.


NORWEST INTEGRATED: Fitch Affirms Class B-5 Notes Rating at B
-------------------------------------------------------------
Fitch Ratings has affirmed 4 classes and upgraded 3 classes
of Norwest Integrated Structured Assets, Inc., (NISTAR)
Mortgage Asset-Backed Pass-Through Certificates, Series 1998-3
Groups 1 and 2:

        Norwest Integrated Structured Assets, Inc., (NISTAR)
          Mortgage Asset-Backed Pass-Through Certificates,
                    Series 1998-3 Groups 1 and 2

        -- Class IA, IIA affirmed at 'AAA';
        -- Class B1 affirmed at 'AAA';
        -- Class B2 upgraded to 'AAA' from 'AA-';
        -- Class B3 upgraded to 'AA' from 'A-';
        -- Class B4 upgraded to 'BBB-' from 'BB';
        -- Class B5 affirmed at 'B'.

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


NORTEL NETWORKS: Extends EDC Master Facility Until Dec. 31, 2005
----------------------------------------------------------------
Nortel Networks Corporation (NYSE:NT)(TSX:NT) announced an
amendment to the Nortel Networks master facility agreement with
Export Development Canada, originally announced on
February 14, 2003, to extend the termination date to
December 31, 2005 from June 30, 2004.

Under the EDC Master Facility, EDC may, on a secured basis,
support Nortel Networks obligations arising out of its normal
course business activities including letters of credit, letters
of guarantee, indemnity arrangements, performance bonds, surety
bonds and similar instruments, and receivable sales and
securitizations. For example, EDC could support performance-
related bonds issued by financial institutions to third parties,
such as customers, on behalf of Nortel Networks. Other than the
extension of the termination date, all of the other material terms
of the EDC Master Facility remain unchanged.

EDC is a financially self-sustaining Canadian federal Crown
corporation that provides trade finance and risk management
services to Canadian exporters and investors in up to 200
markets. It operates on commercial principles, charging rates and
fees according to the risks it undertakes. EDC also funds its
activities by borrowing from capital markets as well as from its
accumulated earnings.

Nortel Networks is an industry leader and innovator focused on
transforming how the world communicates and exchanges information.
The Company is supplying its service provider and enterprise
customers with communications technology and infrastructure to
enable value-added IP data, voice and multimedia services spanning
Wireless Networks, Wireline Networks, Enterprise Networks, and
Optical Networks. As a global company, Nortel Networks does
business in more than 150 countries. More information about Nortel
Networks can be found on the Web at http://www.nortelnetworks.com   

Nortel Networks, the Nortel Networks logo and the Globemark are
trademarks of Nortel Networks.

                        *   *   *

As previously reported, Moody's Investors Service lowered the
senior secured and senior implied ratings on the securities of
Nortel Networks Corp., and its subsidiaries to B3 and Caa3 from
Ba3 and B3 respectively.


NRG ENERGY: Classification & Treatment of Claims Under Plan
-----------------------------------------------------------
In its Second Amended Plan and Disclosure Statement, NRG Energy,
Inc. makes changes to its estimates of the allowed amounts and
percentage recoveries for the different claim types:

                             Estimated Aggregate     Estimated
Type of Claim                 Allowed Amount        % Recovery
-------------               -------------------     ----------
Class 1:
Unsecured Priority Claims               --             100%

Class 2:
Convenience Claims              $1,710,000             100%

Class 3:
Secured Claims against
Non-continuing
Debtor Subsidiaries                      0             N.A.

Class 4:
Miscellaneous
Secured Claims                          --             N.A.

Class 5:
NRG Unsecured Claims         6,417,412,000              50%

Class 6:
PMI Unsecured Claims           195,320,000              43.9%

Class 7:
Unsecured Non-continuing
Debtor Subsidiary Claims         1,273,048               0

Class 8A:
NRG Cancelled
Intercompany Claims            294,807,000               0

Class 8B:
NRG Cancelled
Intercompany Claims              1,159,969               0

Class 9:
NRG Old Common Stock                --                   0

Class 10:
PMI Old Common Stock                --                 N.A.

Class 11:
Securities Litigation
Claims                              --                   0

Class 12:
Noncontinuing Debtor
Subsidiary Common Stock             --                   0

For Class 5 Claims, the $6,417,412,000 estimated aggregate
allowed amount consists of approximately:

    -- $5,153,900 bank and bond debt,
    -- $323,500,000 Guarantees,
    -- $824,000,000 of litigation/disputes, and
    -- $116,000,000 other Claims

Assuming that a Class 5 Claimant elects to receive the Release-
Based Amount and does not participate in the Reallocation
Process, 15.1% of the estimated recovery would be paid in New NRG
Senior Notes which will be distributed on the Effective Date,
72.7% of the estimated recovery would be paid in New NRG Common
Stock which will be distributed on the Effective Date and 12.2%
of the estimated recovery would be paid in Cash which will paid
in accordance with the Release-Based Amount Agreement.

If a Class 6 Claimant does not wish to participate in the
Reallocation Process, 17.2% of the estimated recovery would be
paid in New NRG Senior Notes and 82.7% of the estimated recovery
would be paid in New NRG Common Stock, which will both be
distributed on the Effective Date. (NRG Energy Bankruptcy News,
Issue No. 6; Bankruptcy Creditors' Service, Inc., 609/392-0900)


OGLEBAY NORTON: Gets Waiver of Covenants Under Note Indenture
-------------------------------------------------------------
Oglebay Norton Company (Nasdaq: OGLE) has received a waiver from
its senior secured note holders for certain covenants contained in
the note purchase agreement. The waiver resets all covenant
restrictions through August 15, 2003. The Company is in
discussions with its senior bank group and its senior secured note
holder group on longer-term amendments to the various lending
agreements.

Oglebay Norton Company, a Cleveland, Ohio-based company, provides
essential minerals and aggregates to a broad range of markets,
from building materials and home improvement to the environmental,
energy and metallurgical industries. Building on a 149-year
heritage, our vision is to be the best company in the industrial
minerals industry. The company's Web site is located at
http://www.oglebaynorton.com


ORIENTAL TRADING: $290M Senior Secured Loans Get BB- Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Oriental Trading Co. Inc. Omaha, Nebraska-based
OTC is a retailer of toys, novelties, party supplies, and home
decor.

At the same time, Standard & Poor's assigned a 'BB-' rating to
Oriental Trading's proposed $290 million senior secured credit
facilities. Proceeds will be used to refinance the company's
existing credit facility and fund the redemption of all the
preferred stock and accrued dividends at the parent company, OTC
Holdings Inc. The outlook is stable.

"The rating affirmation is based on OTC's better-than-expected
operating performance and good cash flow protection measures,
somewhat offset by the debt leverage increase from the redemption
of its preferred stock and accrued dividends with increased
borrowings under the proposed credit facility," said credit
analyst Ana Lai.

OTC performed above expectations in fiscal 2003 (ended March 31,
2003) with a 15% sales growth to $482 million, and a 28% EBITDA
increase to $72.6 million. The positive operating trend was mainly
driven by its aggressive customer acquisition and good consumer
demand for its products. Operating margins expanded to over 15% in
fiscal 2003 from 13% a year ago, reflecting improved sourcing,
more efficient cost structure, and price increases, partly offset
by increased catalog costs.

Operating performance continues to be healthy during the first
quarter of fiscal 2004 as sales and EBITDA for the 12 months ended
May 31, 2003, increased to $505 million and $78 million,
respectively. To drive revenue growth, OTC has aggressively
acquired customers via prospect mailing over the past few years.
Because OTC incurs significant catalog marketing expense, which is
primarily comprised of paper and postage, a significant increase
in catalog expense could negatively affect operating margins.

OTC relies on cash flow from operations and availability under its
revolving credit facility for liquidity. The company had about $2
million outstanding in letters of credit under its $30 million
revolving credit facility as of March 31, 2003. OTC will have full
availability under the proposed $40 million revolving credit. In
addition, OTC has consistently generated moderate levels of free
cash flow.

Debt maturities are manageable, with about $12.5 million in term
loan amortization from 2004 to 2009. OTC's relatively stable cash
flow and availability under its revolving credit facility are
expected to be sufficient to cover working capital needs and debt
amortizations over the next few years.

Comfortable cash flow protection and manageable debt service
requirements provide rating stability. Upside rating potential is
limited by OTC's narrow business focus and competitive conditions
in its fragmented market.


OWENS-ILLINOIS: Will Publish Second Quarter Earnings on July 22
---------------------------------------------------------------
Owens-Illinois, Inc., (NYSE: OI) expects to issue a news release
announcing second quarter financial results after 5 p.m. (Eastern
Time) on Tuesday, July 22.  The company will hold a conference
call on Wednesday, July 23, at 8:30 a.m. (Eastern Time) to discuss
these financial results.

A live webcast and a replay of the conference call will be
available on the Internet at the Owens-Illinois Web site:
http://www.o-i.com

The conference call also may be accessed by dialing 888-733-1701
(U.S. and Canada) or 706-634-4943 (International) by 8:20 a.m.
(Eastern Time) on July 23. Ask for the Owens-Illinois conference
call.

A replay of the call will be available from approximately 11:30
a.m. (Eastern Time) on July 23 through August 1. In addition to
the Owens-Illinois web site, the replay also may be accessed by
dialing 800-642-1687 (U.S. and Canada) or 706-645-9291
(International).  The conference ID number to access the replay is
9410714.

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

More information on the Company can be obtained at
http://www.o-i.com

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


PANGEO PHARMA: Files for CCAA Protection in Montreal
----------------------------------------------------
PanGeo Pharma Inc., and its subsidiaries have filed for protection
under the Companies' Creditors Arrangement Act (Canada) in order
to facilitate restructuring efforts. The Initial Order granted by
the Superior Court in Montreal, Quebec, as is customary in these
matters, is for a period of thirty days, but can be extended.

Under the Initial Order, Ernst & Young Inc. has been appointed as
monitor of the business and affairs while these entities remain
under CCAA protection.

As a result of a cash flow crisis resulting from PanGeo Pharma's
rapid expansion over the course of the last two years, 2003 year-
end financial results that were less favourable than anticipated,
the resignation of its auditors, and certain financial defaults
under its operating facility with National Bank, PanGeo Pharma is
currently insolvent. National Bank has made a demand and delivered
notices of its intention to enforce its security.

PanGeo Pharma is of the view that by engaging, under CCAA
protection, in an orderly going-concern sale of certain of its
business units and assets, it will be able to repay National Bank
and is confident that it will be able to effect an operational and
financial restructuring that will enable it to continue to operate
as a going concern on a reduced basis for the benefit of its
unsecured trade creditors, employees and other stakeholders.
National Bank is supportive of PanGeo Pharma's restructuring
efforts.

In an attempt to obtain the best possible price, PanGeo Pharma has
retained an external consultant for the purpose of assisting in
the aforementioned sale. Currently, negotiations are proceeding
with respect to the sale of certain of PanGeo Pharma's assets and
business units.

In addition, Ernst & Young Inc. has been appointed as interim
receiver of PanGeo Pharma until such time as National Bank is paid
in full.

PanGeo Pharma - http://www.pangeopharma.com-- is a specialty  
pharmaceutical company with core competencies in pharmaceutical
manufacturing and marketing. The company manufactures and supplies
a range of specialty pharmaceutical products and services to
Canadian and international markets.


PAYLESS SHOESOURCE: S&P Hatchets Corporate Credit Rating to BB
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on specialty footwear retailer Payless ShoeSource Inc., to
'BB' from 'BBB-'.

The senior unsecured bank loan rating on Payless ShoeSource
Finance Inc. was also lowered to 'BB' from 'BBB-'. All ratings
were removed from CreditWatch, where they had been placed on
June 17, 2003. The outlook is stable. As of May 3, 2003, Topeka,
Kan.-based Payless had about $240 million of debt outstanding.

"The downgrade reflects Payless' weaker-than-expected operating
performance, deteriorating credit protection measures, and
Standard & Poor's expectation that results will remain under
pressure for the balance of 2003 due to intense promotions amid a
difficult retail environment," said credit analyst Ana Lai.

Payless' results have been disappointing over the last two years
with mostly negative same-store sales due to weak consumer demand,
increased competition, and merchandising misses during the first
half of 2002. Although cost savings from its restructuring
initiatives helped mitigate some impact from the negative sales,
operating margins weakened to about 18% and EBITDA declined to
about $330 million for the 12 months ended May 3, 2003, from
historical levels of about 20% and over $400 million in fiscal
2000. First quarter 2003 results continued to be depressed with a
comparable sales decline of 6.2%, reflecting unfavorable weather
and weak consumer traffic which dampened demand for seasonal
merchandise.

Payless recently revised downward its sales expectations for the
second quarter of 2003 and now expects a low double-digit drop in
same-store sales as the company plans to clear excess inventory
through increased promotions and more aggressive markdowns.
Because the footwear retail environment will remain intensely
promotional and consumer demand is likely to remain weak for the
balance of 2003, Standard & Poor's expects that the company's
operating performance will remain under pressure over the near to
intermediate term.

Despite modest debt reduction, Payless' profitability and credit
protection measures have deteriorated from historical levels due
to the weak operating results. Given the poor outlook for 2003 and
the increased pressure on sales and operating margin, Standard &
Poor's expect Payless' credit measures to decline further in 2003
to levels that are no longer consistent with an investment-grade
rating. Payless has good cash flow generation capabilities,
however, and has consistently generated positive free cash flow.

The company recently announced that it has amended its credit
agreement to relax the fixed charges coverage ratio covenants.
Liquidity is provided by cash flow from operations and
availability under its recently amended revolving credit facility.
As of May 3, 2003, no amounts were drawn against the revolving
line of credit. The availability under the revolving facility has
been reduced, however, by $13.4 million in outstanding letters of
credit.

Payless has significant debt maturities, including about $66
million in 2003 and over $100 million in 2004. Cash flow from
operations and availability under its revolving credit facility
should be sufficient to meet these debt maturities and fund
seasonal working capital needs. The company is evaluating its
capital structure and may refinance its amortizing term loan.


PG&E NATIONAL: USGen Wants to Honor & Pay Critical Vendor Claims
----------------------------------------------------------------
USGen New England, Inc., tells Judge Mannes that its business is
heavily dependent upon a relatively small number of Critical
Vendors whose goods or services cannot be replaced in the near
term. "Indeed," the USGen says, "several of the Critical Vendors
represent the Debtor's only viable source of certain critical
goods and services."  The Company fears that if these critical
vendors aren't paid, USGen may be unable to continue operations.

                  What Makes a Vendor Critical

Senior Vice President Ernest K. Hauser explains that USGen
management reviewed  its accounts payable ledger using four
criteria to identify Critical Vendors:

      (a) whether the supplier of specific goods or services is a
          unique vendor that is critical to the Debtor's business
          operations;

      (b) whether the failure to pay Critical Vendor Claims to
          such vendor would require the Debtor to incur higher
          costs for such goods and services postpetition;

      (c) whether the initiation of service with a new supplier
          and/or delayed delivery time would cause supply and
          service interruption; and

      (d) whether failure to pay the Critical Vendor Claim would
          cause the Debtor to lose future revenues in excess of
          the amount of such claim, disrupt the Debtor's
          operations or otherwise potentially harm the Debtor's
          reorganization efforts. In cases where there is no
          likely risk of, or problem attendant with, discontinued
          services by a vendor detected, such vendor will not be
          considered to be a Critical Vendor.

                          Four Specific
                 Critical Vendors Owed $533,686

USGen management identified four specific Critical Vendors:

      (1) Boiler Repairs

          O'Connor Constructors, Inc.
          45 Industrial Drive
          Canton, MA 02021
          $266,151.81

The boiler unit at the Debtor's Brayton Point Facility is
currently under repair. These repairs are necessary to keep the
facility operational. Due to the specialized nature of the
required repairs, the Debtor has no immediate alternative option
to the vendor that currently provides this critical service.

      (2) Urea Supply

          Monson Companies, Inc.
          P. O. Box 3000
          Hartford CT 06150
          $98,131.81

As a result of the operation of the Debtor's Facilities, the
Debtor produces a significant amount of the chemical nitrous
oxide. The Debtor utilizes the chemical urea to absorb the
nitrous oxide produced at the Facilities. In order to ensure the
health and safety of employees at the Facilities and the public
at large, it is essential that the Facilities have an adequate
supply of urea. The Debtor has no immediate alternative options
to the vendor that currently provides this critical service.

      (3) Ash Haulers

          Waste Management
          P.O. Box 830003
          Baltimore, MD 21283-0003
          $167,000.00

As a result of the operation of the Debtor's Facilities, the
Debtor produces a significant amount of ash. The Debtor only has
a limited ability to store such ash at its Facilities. After the
limited storage capacity is utilized, the Debtor would have to
shut down certain of its Facilities if the ash was not properly
and timely removed. In order to avoid such shut down and ensure
the health and safety of employees at the Facilities and the
public at large, it is essential that ash generated at the
Facilities is collected and disposed of in a timely and safe
manner. The Debtor has no immediate alternative options to the
vendor that currently provides this critical service.

      (4) Environmental Contractors

          CEM Compliance Service
          219 Ocean Road
          Narragansett, R.I. 02882
          $2,402.25

The Debtor has also identified certain environmental vendors that
perform critical environmental-related services in connection
with the Debtor's Facilities. The Environmental Contractors
provide and/or supply specific goods or services critical to the
Debtor's extensive federal, state and local environmental
compliance, monitoring and mitigation programs, licensing
requirements, as well as the Debtor's business operations.
The Debtor's business is heavily dependent upon the continued
supply and provision of goods and services by the Environmental
Contractors. Any action by the Environmental Contractors to
discontinue the provision or supply of goods or services due to
non-payment of outstanding prepetition accounts payable would
force the Debtor to immediately cease operation of the
Facilities.  Any such action would severely impact the ability of
the Debtor to generate revenue.

             $216,314 Critical Vendor Slush Fund

USGen believes there are Other Critical Vendors with which, in
the ordinary course of its business, the Debtor contracts for the
services to supply essential services and equipment for the
operation of the business.  The Company has not had the
opportunity to fully review and analyze each of its vendors to
determine whether the services provided by each of its vendors
are absolutely critical to the continuation of the business.
Thus, the Company asks Judge Mannes to allow the Company the
discretion to pay up to $750,000 in the aggregate to Critical
Vendors without further court review.

                       Quid Pro Quo

John Lucian, Esq., at Blank Rome LLP, makes it clear that USGen
requests authority, but no direction, to pay discrete and limited
prepetition amounts owed to certain vendors and suppliers of
critical goods and service.  All payments under this Critical
Vendor Program will be conditioned on the Critical Vendor
agreeing to maintain or reinstate customary trade terms during
the pendency of the chapter 11 proceedings.  "Customary trade
terms" means (a) trade terms and practices (including allowances)
as favorable or more favorable to the Debtor than those in effect
as of the Petition Date, or (b) as agreed.

Mr. Lucian relates that a Critical Vendor's acceptance of payment
will be deemed to be acceptance of the terms of the Court order
approving the Critical Vendor Program.  If the Critical Vendor
thereafter does not provide the Debtor with customary trade terms
during the pendency of this case, the Debtor would be entitled to
demand and recover any payments of prepetition claims made after
the Petition Date plus interest calculated from the date of
payment.

Nothing in this Motion, Mr. Lucian points out, should be
construed as an assumption of any executory contract or unexpired
lease between the Debtor and any of the Critical Vendors, nor
should it be construed as a rejection of any executory contract
or unexpired lease with any creditor.  The Debtor is in the
process of reviewing these matters and reserves all of its rights
with respect to the assumption or rejection of any executory
contracts.  Furthermore, the Debtor reserves the right to contest
on nonbankruptcy grounds the amount claimed to be due by any of
the Critical Vendors.  In addition, nothing in this Motion should
be construed as limiting any causes of action of the Debtor
arising under Chapter 5 of the Bankruptcy Code, including,
without limitation, fraudulent conveyances, preferences and
unauthorized post-petition transfers, except payments made
pursuant to the Order entered hereto.

                  The Doctrine of Necessity

Section 105 of the Bankruptcy Code provides that "the court may
issue any order, process, or judgment that is necessary or
appropriate to carry out the provisions of this title." 11 U.S.C.
Sec. 105(a).  Moreover, it is well settled that a bankruptcy
court may authorize the payment of prepetition obligations where
necessary to facilitate the chapter 11 process. In re Just For
Feet, Inc., 242 B.R. 821, 826 (Bankr. D. Del. 1999) (holding that
a debtor must show that payment of the prepetition claim of a
vendor is critical to its survival in reorganization); see
also In re NVR, L.P., et al., 147 B.R. 126, 127-28 (Bankr. E. D.
Va. 1992) ("Under 11 U.S.C. Sec. 105 the court can permit pre-
plan payment of a pre-petition obligation when essential to the
continued operation of the debtor"); In re Eagle-Picher Indus.,
Inc., 124 B.R. 1021, 1023 (Bankr. S.D. Ohio 1991) ("[T]o justify
a payment of a prepetition unsecured creditor, a debtor must show
that the payment is necessary to avert a serious threat to the
chapter 11 process"). Under the "necessity of payment doctrine,"
courts have recognized that the payment of certain prepetition
obligations of a debtor is permissible when such payments are
necessary to preserve the business of the debtor and the failure
to pay prepetition obligations posed a real and significant
threat to a debtor's reorganization. See, e.g., Miltenberger v.
Logansport Railway, 106 U.S. 286 (1882) (payment of pre-
receivership claim prior to reorganization permitted to prevent
"stoppage of . . . [crucial] business relations"); In re Lehigh &
New Eng. Ry., 657 F.2d 570 (3rd Cir. 1981) (payment of claims of
creditors authorized under "necessity of payment" doctrine);
Dudley v. Mealy, 147 F.2d 268 (2nd Cir.), cert. denied, 325 U.S.
873 (1945).

Courts have authorized the payment of prepetition obligations to
parties similar to the Critical Trade Creditors in other large
chapter 11 cases in this and other districts.  See, e.g., In re
Startec Global Communications Corp., et al., Case No. 01-25013
(Bankr. D. Md. Dec. 20, 2001) (J. Keir); see also In re Financial
News Network, Inc., 134 B.R. 732 (Bankr. S.D.N.Y. 1991); In re
Ionosphere Clubs, Inc., 98 B.R. 174 (Bankr. S.D.N.Y. 1989); In re
AMF Bowling Worldwide, Inc., Nos. 01-61119 - 01-61143 (Bankr. E.
D. Va. July 2, 2001) (DHA); In re Fas Mart Convenience Stores,
Inc., et al., Nos. 01-60386 - 01-60387 (Bankr. E.D. Va. Mar.
10, 2001) (DOT); In re Heilig-Meyers, Nos. 00-34533 - 00-34538
(Bankr. E.D. Va. Aug. 16, 2000) (DOT); In re Gross Graphic Sys.,
Inc., No. 99-2756 (Bankr. D. Del. July 30, 1999) (PJW);
In re Penn Traffic Company, et al., No. 99-462 (Bankr. D. Del.
March 1, 1999) (PJW); In re Discovery Zone, Inc., No. 99-941 (D.
Del. Apr. 21, 1999) (JJF); In re Acme Steel Company, et al., No.
98-2179 (Bankr. D. Del. Sep. 29, 1998) (MFW); In re FF Holdings
Corp. and Farm Fresh, Inc., No. 98-37 & 98-38 (D. Del. Feb. 17,
1998) (JJF); In re Best Products Co., Inc., No. 96-35267-T
(Bankr. E.D. Va. Sep. 24, 1996) (DOT); In re Gulf Air, Inc., 112
B.R. 152 (Bankr. W.D. La. 1989).

The Debtor is aware of the recent decision in the Kmart
bankruptcy case in which the court ruled that traditional
critical vendor relief was not appropriate in that case.
Capital Factors, Inc. v. Kmart Corp., 291 B.R. 818 (N.D. Ill.
2003).  The Debtor believes that the Kmart decision, which is not
controlling in this Circuit, is inapposite here.  Kmart sought
authority to pay certain prepetition obligations to trade
creditors that supplied goods to Kmart stores.  Id.  These
creditors included, inter alia, egg and dairy vendors and liquor
distributors.  Id. at 820.  While the supply of eggs, milk and
alcoholic beverages may have enhanced the sundries offered by
Kmart and possibly increased customer traffic at Kmart's
stores and/or increased sales revenues, such items can hardly be
considered "critical" when compared to the goods/services
provided by the prepetition vendors that the Debtor has
identified as critical.  Further, such fungible goods could have
been obtained by Kmart from other dairy farmers and liquor
distributors, albeit presumably on less favorable terms. Id.

Here, the critical vendors of the Debtor are truly "critical" in
the most fundamental sense. As explained above, these vendors are
not mere suppliers of fungible goods easily obtainable on the
open market from a host of generic vendors. Rather, these vendors
provide unique, highly specialized services (e.g., ash hauling),
which are necessary to protect the environment, comply with
environmental and energy restrictions at the local and federal
level, and maintain adequate wholesale energy supplies which are
ultimately enjoyed by thousands of businesses and consumers
without disruption.  Moreover, due to the highly specialized
nature of the goods and services provided to the Debtor by these
vendors, competing vendors or alternative options are practically
nonexistent in areas in which the Debtor's facilities are
located. Accordingly, the truly critical nature of the goods and
services supplied by these vendors to the Debtor requires unique
protection, in contrast to the goods not deemed critical in
Kmart. (PG&E National Bankruptcy News, Issue No. 1; Bankruptcy
Creditors' Service, Inc., 609/392-0900)    


PG&E NATIONAL: Transactive Reports Results of 18-Month Study
------------------------------------------------------------
Transactive Management has completed an 18-month study of plant
useful life and value for the PG&E National Energy Group, which
will be used for reporting the depreciable life of NEG
fossil-fired plants and hydroelectric generating systems.

The study found that NEG maintenance practices, will allow plants
to have a depreciable life at least as long as that demonstrated
by regulated plants, which is over 45 years for fossil-fired
plants and up to 100 years for hydro plants.

Fossil-fired plant operational life was determined by estimating
the service life of components in a system-by-system breakdown of
original plant construction cost. Estimates were based on
considering how repairing, replacing, and upgrading original
components extends service life as well as the accounting
treatment of costs incurred based on company policies for
expensing or capitalizing maintenance costs.

Plant economic viability was determined by including service life
and maintenance cost estimates in financial projections that test
the extent to which cash flows allow the full recovery of
capitalized costs. This analysis was conducted in accordance with
accounting standards for assessing asset impairment.

The study included recommended steps for applying a unit of
production method to determine the depreciable life of components
affected by plant cycling. Component service life is based on
monitoring hours and starts based operational factors that measure
the impact of cycling in terms of equivalent operating hours.

Because changes in depreciable life fall within the purview of the
Sarbanes-Oxley Act, study recommendations included steps for NEG
validation and monitoring of the plant, company, industry, and
broader business climate factors considered in determining service
and economic life.

Sarbox ensures that investors will have the accounting information
necessary to assess the value of publicly traded corporations by
establishing requirements for accurate and transparent accounting.
Requirements are relevant because a change in depreciation
schedules changes book value and income, which in turn changes
stock earnings per share. This key measure of corporate value
influences stock transactions and prices. For example, if the
depreciable life of plants representing 10 gigawatts of generating
capacity were increased from 35-to-45 years, book income would
increase by over $20 million a year -- changing earnings per
share.

Depreciable life recommendations were supported by a detailed
review and analysis of industry and government trends over the
past six years as well as a review of accounting standards that
define how this information should be applied to determine asset
life and value.

Conclusions regarding the service life of plants included the
following:

-- Even though plants are generally designed to operate for 30
   years, the historic record continues to show that they operate
   for much longer periods -- over 45 years or more for fossil-
   fired plants, and up to 100 years for hydro plants with a
   generating capacity of 20 MW or more.

-- For fossil-fired plants, this reflects an increasing emphasis
   on improved maintenance practices, plant life extension, and
   repowering.

-- For hydro plants, this reflects life extension as well as the
   much more friendly operating environment -- i.e., components
   are not subjected to the high temperature and pressure of fuel
   combustion.

-- In the future, plants will stay in service even longer because,
   following periods of significant new plant additions, OEM's
   shift their attention back to supporting the after market by
   developing and introducing retrofits and upgrades that extend
   plant life.

-- Plants will continue to be repowered due to the financial
   advantages this approach has over a new plant construction
   including: using a significant portion of the existing balance
   of plant; lower $/kW construction costs; continued plant
   operation and income during the development stage; and a
   construction period that is about half of that required for new
   plants.

Conclusions regarding the impact of deregulation of plant life and
value included the following:

-- Deregulation continues to bring about a fundamental change in
   external factors that determine the service life and value of
   power plants.

-- The positive outlook for the social and economic benefits of
   deregulation up to the end of 2000 was reflected in optimistic
   industry and government projections, which influenced ambitious
   capacity expansion programs.

-- The collapse of Enron, subsequent discovery of accounting and
   trading improprieties, and realigned credit ratings brought
   this phase to an end and marked the beginning of the current
   retraction phase.

-- The overly optimistic view during the expansion phase has been
   replaced by an overly pessimistic view that predominates the
   retraction phase; both reflect an inherent weakness in the
   human psyche which has a tendency to place too much emphasis on
   relatively recent events in projecting 40-to-50 year trends.

-- Public policy, investment, and depreciable life decisions
   regarding assets that have a service potential of over 45 years
   should be based on long-term secular trends -- e.g.,
   demographic change, productivity change, technological
   improvements -- that remain relatively stable over numerous
   business cycles and generating capacity boom-and-bust cycles.

-- Plant economic life projections should, therefore, be based on
   these same secular trends, which should be annually reviewed
   and assessed in conjunction with the annual business planning
   and budgeting process.

-- Applying accounting standards for assessing asset economic life
   should favor long-term financial projections, which can take
   these trends into account, over measures of value based on
   recent transactions involving the same or similar assets, which
   can reflect near-term biases or less than normal circumstances   
   -- e.g., bankruptcy, avoiding debt covenant defaults.

-- Financial projections to test asset impairment should consider
   the likelihood that the public debate over deregulation versus
   re-regulation, will ultimately be resolved by promoting
   increased use of tolling agreements and power sales agreements,
   which allow spot prices to be stabilized by contract prices.
   Contract prices are based on construction, fuel, financing and
   other agreements which are negotiated to take long-term
   economic trends into account.

-- Unregulated generating companies using depreciable life
   schedules that understate plant economic life and value could
   be the target of class action shareholder suites based on
   Sarbox provisions for accurate accounting -- which apply to
   both overvaluing and undervaluing assets of publicly-owned
   corporations.

Ray Mischkot, who conducted the study, stated: "The purpose of the
study was to revisit and update the methods and conclusions of
five earlier studies completed from 1997 through 2000, which are
now used for depreciable life. Changes in depreciation accounting
required the approval the NEG's independent public accountant,
which could only be obtained after they reviewed each study. For
plants funded by publicly traded debt and equity, the Securities
and Exchange Commission also reviewed study methods prior to
approving accounting changes."

Because the update study will require the same reviews, the 130-
page Report provides a detailed discussion of the analytical
framework, methods, research, and analysis that are the basis for
conclusions. In addition, prior studies and documents and working
4papers used in the update are included in 11 large binders at
numbered tabs that correspond to Report references.

Mischkot cautions that study conclusions cannot be used by other
unregulated generators to support plant depreciation. "Although
conclusions regarding broader industry trends apply to this sector
as a whole, plant depreciable life must be supported by company
and plant-specific practices, which will vary."

Mischkot added: "The study identified a number of management,
accounting, and public policy issues that warrant further
investigation. The NEG has agreed to allow the Report and
supporting documents to be made available to graduate schools that
could use this information for a case study or graduate thesis. I
welcome any queries in this regard and can make arrangements for
contacting the NEG as appropriate."

Transactive Management, is an independent consulting practices
founded by Ramon (Ray) T. Mischkot in 1996. Consulting services
are offered to the power generating and boarder energy industry in
economic research and analysis; regulatory and litigation support;
strategic planning and analysis; governance and corporate
policies; management systems, processes and internal controls;
market research and analysis; organizational design, staffing and
effectiveness; and human resources planning and management. The
attached Editors Advisory provides information on Mr. Mischkot's
education and experience. Questions regarding this press release
should be addressed to Ray Mischkot, President, Transactive
Management, 3661 Overpark Road, San Diego, California; (858) 259-
5501.

Ramon (Ray) T. Mischkot has more than 30 years of experience as an
economist, business planner, general manager, and management and
organizational consultant. He has been consulting to the power
generating industry for 19 years. Prior to becoming a consultant,
he was an economist with the U.S. Central Intelligence Agency,
Office of Economic Research, and the Army Strategic Communications
Command, Economic and Systems Analysis Division. He also held
positions as economist, business planner, manager of business
analysis and development, and general manager with General Atomics
Company, which was jointly owned by Royal Dutch Shell and Gulf Oil
during his tenure. Mischkot has a B.A. and M.A. in Economics from
the University of California, Davis. From 1975 through 1980 he was
an adjunct faculty member of Chapman College, where he taught
undergraduate course in economic principles, money and banking,
international trade, and comparative economic systems.


PHOENIX GROUP: Court Approves Discl. Statement and Confirms Plan
----------------------------------------------------------------
The Phoenix Group Corporation (OTC Pink Sheets: PXGP) announced
that the United States Bankruptcy Court for the Northern District
of Texas, Fort Worth Division, has approved the company's plan of
reorganization and disclosure statement.

As previously announced, Phoenix will convert debt to equity and
apply Fresh Start accounting principles to become current with its
SEC filings. Commenting on this decision, Ron Lusk, chairman of
The Phoenix Group, said, "We are very pleased that the court
approved our plan of reorganization and disclosure statement,
which enables the company to return to its stated business
objective of growing the business via acquisitions. With
[Thurs]day's approval by the court, we are now authorized to
commence the process of balloting the unsecured creditors and
mailing proxy statements to our shareholders. The court
established a timeline for the completion of this process in
approximately six weeks. Assuming the votes meet the statutory
requirements for approval, we anticipate confirmation of the plan
shortly thereafter."

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


PILLOWTEX CORP: Term Loan Forbearance Agreement Expires Today
-------------------------------------------------------------
Pillowtex Corporation (OTC Bulletin Board: PWTX) announced its
term loan lenders have extended a forbearance agreement set to
expire July 10, 2003 under which the Company's lenders agreed to
abstain from exercising the rights and remedies available to them
as a result of certain defaults under the Company's term loan
agreement. The amended forbearance agreement expires July 14,
2003. The Company is continuing to work with its term loan and
revolving loan lenders in reviewing its strategic alternatives.

Pillowtex Corporation, with corporate offices in Kannapolis, N.C.,
is one of America's leading producers and marketers of household
textiles including towels, sheets, rugs, blankets, pillows,
mattress pads, feather beds, comforters and decorative bedroom and
bath accessories. The Company's brands include Cannon, Fieldcrest,
Royal Velvet, Charisma and private labels. Pillowtex currently
employs approximately 7,800 people in its network of manufacturing
and distribution facilities in the United States and Canada.


PLURISTEM: Shoos-Away Marc Lumer & Signs-Up E&Y as New Auditors
---------------------------------------------------------------
On July 1, 2003, Pluristem Life Systems Inc. engaged Ernst &
Young, Israel as its new principal independent accountants with
the approval of the Board of Directors. Accordingly, the Company
dismissed Marc Lumer & Company on July 1,2003. Lumer was appointed
the Company's principal independent accountant on May 9, 2003
after the dismissal of its previous principal independent
accountants, Davidson & Company on May 7, 2003.

The report on the financial statements prepared by Davidson for
either of the fiscal years ended June 30,2002 and 2001 was
modified as to uncertainty as the report contained a modifying
paragraph with respect to Pluristem's ability to continue as a
going concern.


PPT VISION: PwC Doubts Company's Ability to Continue Operations
---------------------------------------------------------------
On July 1, 2003, PPT Vision, Inc., dismissed
PricewaterhouseCoopers LLP as its independent accountants.  The
Company's Audit Committee participated in and approved the
decision to change independent accountants.  The report of
PricewaterhouseCoopers LLP on the Company's October 31, 2002
financial statements expressed substantial doubt about the PPT
Vision's ability to continue as a going concern.

On July 1, 2003, the Audit Committee of the Board of Directors of
the Company selected and engaged Virchow, Krause & Company, LLP as
its independent public accountant.


PRAXIS PHARMA: Brings-In Morgan & Co as New Independent Auditors
----------------------------------------------------------------
Steele &  Co. resigned as the independent auditors for Praxis
Pharmaceuticals Inc. as of April 9, 2003.  The resignation was due
to the death of one of its accountants, which left that firm
short-staffed.

On June 27, 2003, the board of directors of the Registrant
approved the election of Morgan & Company to audit the financial  
statements for the fiscal year ended May 31, 2003.

The audit reports of Steele & Co. on the financial statements of
the Company as of and for the fiscal years ended May 31, 2002 and
2001 contained a separate paragraph stating: "The accompanying
consolidated financial statements have been prepared assuming that
the Company will continue as a going concern.  As discussed in
Note 2 to the financial statements,  the Company has suffered
losses from operations and there is no revenue stream from
operations. As a result, there is uncertainty about its ability to
continue as a going concern.  The financial statements do not
include any adjustments  that might result from the outcome of
this uncertainty."


PROTEIN DESIGN: S&P Assigns Junk Rating to $250-Mil. Sub. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC' rating to
Protein Design Labs Inc.'s proposed $250 million 2.75% convertible
subordinated notes due 2023 (the notes could include an additional
amount of up to $50 million). At the same time Standard & Poor's
affirmed its 'B-' corporate credit rating on the emerging
biotechnology company.

The outlook is stable.

The company plans to use the proceeds from its proposed
convertible debt offering to refinance approximately $150 million
in 5.5% convertible debt due 2007

"The low, speculative-grade ratings on Fremont, Calif.-based
Protein Design Labs reflect the significant risks inherent in drug
discovery efforts and the company's unpredictable future royalty-
based revenues," said Standard & Poor's credit analyst Gavin
Fleischman. These negative factors are partially offset by the
company's patented technologies to humanize monoclonal antibodies
(mAbs). These technologies are used by other pharmaceutical
companies in return for royalties that provide PDL with the
majority of its revenues.

PDL participates in the niche area of humanized, murine-derived
mAbs. The company's proprietary technologies humanize mAb-based
drugs, thereby reducing the risk of adverse reactions in patients
and increasing the effectiveness of the treatments. Specifically,
PDL receives licensing revenue from four humanized mAbs developed
by other pharmaceutical companies using PDL's proprietary
technology. These products include Synagis, a treatment sold by
MedImmune Inc. to prevent respiratory viral disease in infants;
Herceptin, a treatment for breast cancer, sold by Genentech Inc.;
and Mylotarg, a chemotherapy treatment sold by Wyeth. PDL also
receives sales royalties on Zenapax, its own humanized antibody
product, which has been licensed to Roche Holdings AG. Royalty
payments currently make up the bulk of PDL's revenue base (about
87% at year-end 2002).

While royalties provide PDL with an increasing source of cash
flows, considerable funding is required to support the company's
internal R&D program and improved manufacturing capacity.
Promising product candidates include Zenapax (daclizumab), which
is in phase II trials for ulcerative colitis and asthma; Nuvion
(visilizumab) in phase I for ulcerative colitis; and HuZAF (anti-
gamma interferon) in phase II for Crohn's disease.


QWEST COMMS: Launches Competitive Long-Distance Service in Minn.
----------------------------------------------------------------
Local phone service customers in Minnesota can benefit from Qwest
Communications Inc.'s (NYSE: Q) competitive, low rates for
residential and small-business long-distance phone services. Qwest
customers can take advantage of long-distance plans designed to
meet specific customer calling needs, including very competitive,
unlimited calling plans.

With Qwest's new long-distance offerings, the company continues to
deliver the Spirit of Service(TM) through the convenience of one
bill and additional savings for customers who purchase a package
of Qwest services. In addition, Qwest long-distance customers will
experience exceptional service quality with clear and reliable
calls, simple bills and a renewed commitment to a great customer
experience.

"The availability of long-distance allows Qwest to provide our
customers in Minnesota with a full suite of services to stay in
touch with family and friends," said Annette Jacobs, president of
Qwest's consumer markets group. "We've seen a tremendous response
from customers, with more than one million customer lines signed
up so far. We're proud to deliver long-distance service to
customers in Minnesota that provides the service and convenience
they have come to expect from Qwest."

Qwest has created a variety of long-distance service offerings
that allow customers to choose the plan that best meets their
needs. Customers who make frequent calls can subscribe to the
Qwest Unlimited Long Distance Plan(TM), which offers unlimited
direct-dialed voice calls from a home phone for one monthly fee of
$29.99 for the first 12 months, and $34.95 per month thereafter.
For customers with a home phone package, that price drops to just
$20.00 for the first 12 months and $25.00 per month thereafter.

For small businesses, the company offers Qwest Long Distance
Advantage, which offers small businesses great long-distance rates
based on term commitments and the total amount spent on Qwest
services per month. QLDA offers customers the ability to aggregate
all Qwest services and receive very competitive long-distance
rates. Customers also can receive better rates if they agree to
term commitments.

In addition, small businesses in Minnesota can benefit from an
introductory charter rate between five and six cents for state-to-
state calls, depending on flexible monthly term and volume
commitments. These rates apply to direct-dialed calls as well as
inbound toll-free service.

For more information about Qwest long-distance, visit
http://www.qwest.com  

Qwest Communications International Inc. (NYSE: Q) -- whose
December 31, 2003 balance sheet shows a total shareholders' equity
deficit of about $1 billion -- is a leading provider of voice,
video and data services to more than 25 million customers. The
company's 50,000 employees are committed to the "Spirit of
Service" and providing world-class services that exceed customers'
expectations for quality, value and reliability. For more
information, visit the Qwest Web site at http://www.qwest.com


RCN CORP: Commences Tender Offer for $290 Mill. of Senior Notes
---------------------------------------------------------------
RCN Corporation (Nasdaq: RCNC) has commenced a cash tender offer
to purchase up to approximately $290,000,000 aggregate principal
amount of its outstanding Senior Notes with cash not to exceed
$92,500,000. Additionally, the company has reached a definitive
agreement to sell its cable system located in and around Carmel,
New York, for $120 million in cash to Susquehanna Communications.  
This cable system, which has approximately 29,800 video
subscribers, is among the few that RCN operated outside major
metropolitan markets.

                        Tender Offer

RCN is commencing a "Modified Dutch Auction" to purchase for cash
its Senior Notes at a price designated by the holders of the
Senior Notes that will not be less than $320 nor more than $370
per $1000 face amount, plus accrued and unpaid interest.  The
offer applies to all series of RCN's Senior Notes, without
distinguishing between issues.  In anticipation of the closing of
the Carmel sale, the Company will spend up to a maximum of $92.5
million of cash to purchase Senior Notes (exclusive of accrued
interest).  The company intends to use cash proceeds from the
$41.5 million commitment from Evergreen Investments to RCN's
Second Lien Senior Facility.  The maximum aggregate principal
amount of Senior Notes that RCN may purchase is based upon the
minimum of the price range.  A lower actual principal amount may
be purchased. RCN reserves the right to close the offer upon
satisfaction or waiver of the conditions thereto and to extend or
amend the offer in accordance with the terms thereof.

Under the "Modified Dutch Auction" procedure, at the expiration of
the offer, RCN will accept tendered Notes in the offer in the
order of the lowest to the highest tender prices specified by
tendering holders, within the specified range, until RCN has
accepted for purchase Senior Notes for a maximum cash
consideration of $92,500,000 (plus accrued interest).  RCN will
pay the highest purchase price accepted for all of the tendered
Notes, subject to the conditions of the offer, including the
proration terms for the offer. To the extent Senior Notes are
tendered to result in a purchase price that exceeds the maximum
cash consideration that RCN will pay, Senior Notes tendered will
be subject to proration on the basis described in the offer.
Accordingly, the actual principal amount retired through the offer
will depend upon the purchase price designated by holders, as well
as the amount tendered. The terms and conditions of the offer will
be set forth in RCN's Offer to Purchase, dated July 11, 2003.  The
offer will have no condition that a minimum principal amount be
tendered.

The offer will expire at 11:59 P.M., New York City time, on
August 7, 2003, unless extended.  Notes tendered pursuant to an
offer may be withdrawn at any time prior to the applicable
expiration date.

The Company has retained dealer managers to be named in the Offer
to Purchase.  D.F. King & Co., Inc., is the information agent and
HSBC Bank USA is the depositary in connection with the tender
offer.  Copies of the Offer to Purchase, Letter of Transmittal and
related documents may be obtained from the information agent at
(800) 488-8075.  Additional information concerning the terms of
the tender offers may be obtained by contacting the dealer
managers named in the Offer to Purchase.

                Sale of Carmel, NY, Cable System

RCN reached an agreement to sell the Carmel, NY, system for $120
million in cash.  Approximately $66 million of the proceeds from
the sale will be used as a partial pay-down of RCN's senior
secured bank facility.

"The sale of the Carmel system allows us to further reduce our
debt and invest in our core business in major metropolitan
markets, including completion of the Manhattan upgrade," said RCN
Chairman and CEO David C. McCourt.  "The $4,027 per video
subscriber valuation achieved in this transaction is the first
time the market has placed a definitive value on bundled voice,
video and high-speed data customers and reflects the premium value
for these customers."

RCN operates in seven of the most densely populated markets in the
country, where approximately one-third of its customers subscribe
to RCN's bundled service offerings.  This allows RCN to attain
revenue and service per customer averages over 50% higher than
cable and telephone industry norms. Although Carmel's averages are
substantially higher than industry norms, RCN expects its overall
averages to improve further following the Carmel sale.

Susquehanna Communications is a leading broadband services
provider offering a variety of interactive, digital communications
products.  "Carmel presented a unique opportunity to acquire a
system with great video, high speed data and growing voice
penetration," said Peter Brubaker, Susquehanna Communication's
Vice Chairman and CEO.  "The system has excellent demographics,
and its customers have embraced bundled services.  We are very
excited about the opportunity to enter the residential voice
business."

RCN has agreed to provide transition services to Susquehanna to
assist in migration of the video and high speed data customer
base, as well as to support the system's voice services for an
extended period following closing of the sale.  This will allow
Susquehanna to deploy its telephony assets.  The transaction is
subject to certain conditions, including receipt of certain
consents and appropriate state, federal and local regulatory
approvals.  The purchase price is subject to adjustments based on
the number of video subscribers and certain working capital items
at closing.  The transaction is not subject to any financing
conditions, and is structured as an asset purchase, with the buyer
assuming certain contractual liabilities related to the business.  
The sale is not expected to close prior to the first quarter of
2004.

RCN Corporation (Nasdaq: RCNC) is the nation's first and largest
facilities-based competitive provider of bundled phone, cable and
high speed Internet services delivered over its own fiber-optic
local network to consumers in the most densely populated markets
in the U.S.  RCN has more than one million customer connections
and provides service in the Boston, New York, Philadelphia, Lehigh
Valley, Chicago, San Francisco, Los Angeles and Washington, D.C.,
metropolitan markets.

Susquehanna Communications is a top 20 cable MSO serving over
200,000 customers.  The company is a subsidiary of Susquehanna
Media Co., a diversified Radio broadcaster and Cable operator.

RCN Corporation (Nasdaq: RCNC) -- whose latest balance sheet shows
a total shareholders' equity deficit of about $2.3 billion -- is
the nation's first and largest facilities-based competitive
provider of bundled phone, cable and high speed Internet services
delivered over its own fiber-optic local network to consumers in
the most densely populated markets in the U.S. RCN has more than
one million customer connections and provides service in the
Boston, New York, Philadelphia/Lehigh Valley, Chicago, San
Francisco, Los Angeles and Washington D.C. metropolitan markets.


RHC SPACEMASTER: Leggett Acquires Company's Assets for $46 Mill.
----------------------------------------------------------------
Diversified manufacturer Leggett & Platt announced the successful
acquisition of the assets of RHC Spacemaster, a manufacturer of
retail store fixtures that filed for bankruptcy on February 11,
2003. This acquisition further solidifies Leggett's position as
the leader in design and manufacture of retail store fixtures and
displays, and the only true "one stop shop" in the industry.
Incremental annual revenue is expected to be $100-120 million, and
earnings should be roughly break-even during the first twelve
months. The purchase price is approximately $46 million; however,
Leggett's initial total investment should decrease by an estimated
$18 million as a result of reductions in excess working capital.

RHC is one of the five largest manufacturers in the industry, and
produces a broad range of metal and wood store fixtures. Products
include wall systems, showcase frames, garment racks, gondolas,
brackets, checkout stands, display tables, and other fixtures.
Customers include Wal-Mart, Gap, Lowe's, Sears, Kohl's, JCPenney,
and Target, with the top 20 customers representing 73% of 2002
revenues. The company manufactures and distributes from eight
primary production facilities and five warehouse and distribution
facilities. Leggett expects to continue operating several of these
facilities, but will consolidate some operations into existing
Leggett facilities. Specific plans and details will be announced
shortly.

RHC revenues have fallen steadily from a peak of $243 million in
2000 to $59 million for the first five months of 2003. RHC points
to two significant events that impacted revenues: the company's
top customer reduced store openings by 80%, and KMart, a major
customer, declared bankruptcy. The company also cites the slowing
retail environment, excess industry capacity, and increased steel
tariffs as causes of their financial distress.

The bankruptcy of RHC provides further evidence of the store
fixture industry's continuing financial struggles. Due to a
lackluster economy and uncertain consumer sentiment, retailers
have been postponing both new store openings and existing store
refurbishments for almost three years. This depressed demand is
taking its toll on the industry. In the past two years, four of
the top ten manufacturers (Ontario Store Fixtures, Oklahoma
Fixture Company, RHC Spacemaster, and HMG Worldwide) declared
bankruptcy.

In contrast, Leggett's financial position is notably sound, and
the company is well situated to benefit from the eventual increase
in store fixture demand. Leggett expects that, once the economy
turns, the recovery in fixture demand should be robust. Small,
thinly capitalized, or inexperienced manufacturers may not be able
to respond to the rapid rise in demand. Leggett's financial
stability, breadth of operations, economies of scale, project
management skills, and broad product offerings position the
company to respond quickly to, and capitalize significantly on,
the eventual economic recovery.

Leggett & Platt (NYSE: LEG) is a Fortune 500 diversified
manufacturer that conceives, designs and produces a broad variety
of engineered components and products for customers worldwide. The
company is composed of 29 business units, 31,000 employee-
partners, and more than 300 facilities located in 18 countries.
Leggett believes it has the best Fortune 500 dividend growth
record (32 consecutive annual increases at 15% CAGR). The company
has grown sales and earnings at a 15% annual average since going
public in 1967, consistently posts top quartile performance among
the Fortune 500, and sets a high standard for financial
transparency and quality of earnings.

Leggett & Platt is North America's leading independent
manufacturer of the following: a) retail store fixtures and point
of purchase displays; b) components for residential furniture and
bedding; c) components for office furniture; d) non-automotive
aluminum die castings; e) drawn steel wire; f) automotive seat
support and lumbar systems; and g) bedding industry machinery for
wire forming, sewing and quilting. Primary raw materials include
steel and aluminum. Main operations include metal stamping,
forming, casting, machining, coating, welding, wire drawing, and
assembly.


RELOCATE 411.COM: Hires Gately & Associates as New Auditors
-----------------------------------------------------------
On July 7, 2003, Relocate 411.com replaced Marvin Kirschenbaum,
CPA as the independent auditor for the Company and appointed
Gately & Associates as the new independent auditor for the
Company.

Marvin Kirschenbaum, CPA 's report on the financial statements for
the year ended November 30, 2002 contained an explanatory
paragraph reflecting an uncertainty due to the fact that the
realization of a major portion of the Company's assets is
dependent upon its ability to meet its future financing
requirements and the success of future operations. These factors
raise substantial doubt about the Company's ability to continue as
a going concern.


RIVERWOOD: Commences Tender Offers for 10-7/8% & 10-5/8% Notes
--------------------------------------------------------------
Riverwood International Corporation has commenced cash tender
offers to purchase any and all of its outstanding 10-7/8% Senior
Subordinated Notes due 2008 (CUSIP No. 769507AJ3), 10-5/8% Senior
Notes due 2007 issued in July 1997 (CUSIP No. 769507AM6) and
10-5/8% Senior Notes due 2007 issued in June 2001 (CUSIP No.
769507AQ7). In conjunction with the offers, Riverwood is
soliciting consents to proposed amendments to the indentures
governing each issue of the Notes. The proposed amendments to each
indenture would eliminate substantially all of the restrictive
covenants, certain repurchase rights and certain events of default
and related provisions contained in such indenture.

Holders who tender Notes pursuant to an offer on or prior to the
applicable consent expiration date are obligated to consent to the
related proposed amendments. Holders that consent to the proposed
amendments with respect to an issue of notes are required to
tender their Notes in the related offer and may not revoke such
consent without withdrawing the previously tendered Notes to which
such consent relates.

The tender offer consideration to be paid for each validly
tendered Note will be equal to (i) with respect to the Senior
Subordinated Notes, $1,024.70 per $1,000 principal amount of the
Senior Subordinated Notes and (ii) with respect to each issue of
the Senior Notes, $1,032.92 per $1,000 principal amount of the
Senior Notes, plus, in each case, accrued and unpaid interest up
to, but not including, the relevant date of payment for Notes
accepted for purchase. Each holder of Notes who validly consents
to the proposed amendments with respect to such issue of Notes on
or prior to the consent expiration date for such Notes will be
entitled to a consent payment in the amount of $2.50 per $1,000
principal amount of Notes with respect to which consents are
delivered.

Each offer will expire at 12:01 A.M., New York City time, on
Thursday, August 7, 2003, unless extended. Each solicitation will
expire at 5:00 P.M., New York City time, on Wednesday, July 30,
2003, unless extended, if at least one day prior to such date (or
the date to which such date may be extended) Riverwood has made a
public announcement (by press release) that it has received the
requisite consents with respect to such issue of Notes, or on the
first date after such date (or the date to which such date may be
extended) at least one day prior to which Riverwood has received
such consents and has made a public announcement (by press
release) regarding such receipt. Holders who tender their Notes
after the applicable consent expiration date but on or prior to
the applicable tender offer expiration date will be entitled to
receive only the applicable tender offer consideration and will
not be entitled to receive the applicable consent payment.
Tendered Notes may be withdrawn and related consents may be
revoked at any time prior to the time as of which Riverwood makes
a public announcement that it has received the requisite consents,
but not thereafter.

Riverwood is making a separate offer with respect to each issue of
Notes, and no offer is conditioned on the consummation of any
other offer. Consummation of each offer is subject to certain
conditions, including (1) the consummation of the merger of
Graphic Packaging International Corporation with a subsidiary of
Riverwood's parent, Riverwood Holding, Inc. upon terms
satisfactory to Riverwood, (2) the consummation of certain
financing transactions related to such merger upon terms
satisfactory to Riverwood, and (3) the receipt of the requisite
consents with respect to the applicable proposed amendments and
the execution of the related supplemental indenture to the
indenture governing the relevant issue of Notes. Subject to
applicable law, Riverwood may, in its sole discretion, waive or
amend any condition to any offer or solicitation, or extend,
terminate or otherwise amend any offer or solicitation.

Goldman, Sachs & Co. is the dealer manager for the offers and
solicitation agent for the solicitations. MacKenzie Partners, Inc.
is the information agent and U.S. Bank National Association is the
depositary in connection with the offers and solicitations. The
offers and solicitations are being made pursuant to an Offer to
Purchase and Consent Solicitation Statement, dated July 10, 2003,
and the related Consent and Letter of Transmittal, which together
set forth the complete terms of the offers and solicitations.
Copies of the Offer to Purchase and Consent Solicitation Statement
and related documents may be obtained from MacKenzie Partners,
Inc. at (800) 322-2885. Additional information concerning the
terms of the offers and the solicitations may be obtained by
contacting Goldman, Sachs & Co. at (800) 828-3182.

Riverwood, headquartered in Marietta, Georgia, is a leading
provider of paperboard packaging solutions and paperboard to
multinational beverage and consumer products companies.

As previously reported in Troubled Company Reporter, Standard &
Poor's said that its ratings on Riverwood International Corp.,
including its single-'B' corporate credit rating, remain on
CreditWatch with positive implications where they were placed on
May 9, 2002, following the company's announcement of a planned
initial public offering of $350 million of common stock.


RRUN VENTURES: Changing Company Name to Livestar Entertainment
--------------------------------------------------------------
RRUN Ventures Network Inc., (OTC BB: RRUN) announce that at its
recent Annual General Meeting the shareholders approved a Company
name change to LIVESTAR ENTERTAINMENT GROUP, INC. This name change
is a key step in the Branding and Corporate Communications
Awareness Program the Company is developing for it business plan.

Effective Friday, RRUN's common stock began trading under the new
ticker symbol LSTA.

Mr. Ray Hawkins, President & CEO, commented, "The immediate launch
of an exciting campaign around a new brand in the entertainment
industry will see the Company move forward in a positive
direction.

"We believe our new LIVESTAR brand will become a key catalyst for
generating excitement and growth revenue to our prospective core
business projects, such as nightclubs and concert events."

The core business of RRUN Ventures Network Inc. -- whose March 31,
2003 balance sheet shows a total shareholders' equity deficit of
about $2 million -- is the development of entertainment entities,
specifically: Liquor Licensed Entertainment Establishments (namely
nightclubs) and Live Entertainment (concerts, special events). The
Company is continuing a restructuring plan that was initiated in
the last quarter of 2002 and is in discussions with previously
announced partners and potential new partners to enable full
execution of its entertainment oriented business plan. For more
information, visit http://www.rrun.com


SELECT MEDICAL: S&P Revises Lower-B Ratings Outlook to Stable
-------------------------------------------------------------  
Standard & Poor's Ratings Services revised the outlook on Select
Medical Corp. to stable from positive. The 'BB-' corporate credit
and 'B' subordinated ratings on the company were affirmed.

The new outlook reflects the impact on Select Medical's credit
profile after the company's larger-than-expected $230 million
acquisition of inpatient rehabilitation provider Kessler
Rehabilitation Corporation. The revision also reflects Standard &
Poor's revised view of Select Medical's future acquisition
prospects.

"The speculative-grade rating on Mechanicsburg, Pennsylvania-based
Select Medical Corp. reflects its relatively narrow service niche,
risk of future adverse changes in reimbursement, and ongoing
expansion efforts that may limit its ability to extend its recent
successes," said Standard & Poor's credit analyst David Peknay.

By using a strategy that includes a combination of acquisitions
and new development, Select Medical has established itself as the
second-largest operator of specialty acute-care hospitals for
long-term-stay patients in the United States, and the second-
largest operator of outpatient rehabilitation clinics. The company
currently operates 74 long-term, acute-care hospitals in 24
states, and 739 outpatient rehabilitation clinics in the U.S. and
Canada. All but a few of the hospitals operate in a "hospital-
within-a-hospital" business model, with each separately licensed
facility residing in leased space within general acute-care
hospitals.

Expansion and improvement of physician-referral relationships and
the development of about eight to 10 new hospitals per year have
been the company's key growth strategies. Expanding programs and
services, new clinic development, and modest acquisitions will
fuel more modest growth in the company's outpatient rehabilitation
clinic segment. However, with the acquisition of Kessler
Rehabilitation, Select is expanding into inpatient rehabilitation,
and this is likely to be a precursor to other acquisitions in this
business as well as more LTAC acquisitions.

The company remains vulnerable to changes in reimbursement.
Although it appears that Medicare's prospective payment system for
LTACs will be favorable for the company, future adverse changes
could have a significant effect, as Medicare contributes 40% of
Select Medical's total revenues. The currently favorable managed-
care environment is expected to moderate in the next year or two.
Moreover, the company's acquisition plan could accelerate even
further, hurting credit strength.


SILICON GRAPHICS: Says Q4 FY 2003 Results Within Guidance Range
---------------------------------------------------------------
Silicon Graphics Inc. anticipates revenue for the fourth quarter
ended June 27, 2003 to be approximately $238 to $242 million.
These results are within the guidance range of $225 to $245
million provided by the Company in its April 21, 2003 conference
call.

Based on this preliminary data, the Company currently expects to
report an operating loss of approximately $38 to $42 million,
including restructuring and non-cash impairment charges of
approximately $11 to $13 million. Without these charges, the non-
GAAP operating loss is expected to be approximately $28 to $32
million, within the range of the Company's guidance. Unrestricted
cash, cash equivalents and marketable investments at June 27, 2003
are expected to be approximately $140 million.

Actual results for the fourth quarter and for fiscal 2003, along
with guidance for the first quarter of fiscal 2004, will be
discussed in the Company's regularly scheduled conference call on
Thursday, July 24, 2003. The statements in this release regarding
estimated results are based on preliminary information and
management assumptions.

SGI, also known as Silicon Graphics, Inc., is the world's leader
in high- performance computing, visualization and storage. SGI's
vision is to provide technology that enables the most significant
scientific and creative breakthroughs of the 21st century. Whether
it's sharing images to aid in brain surgery, finding oil more
efficiently, studying global climate or enabling the transition
from analog to digital broadcasting, SGI is dedicated to
addressing the next class of challenges for scientific,
engineering and creative users. SGI was named on FORTUNE
magazine's 2003 list of "Top 100 Companies to Work For." With
offices worldwide, the company is headquartered in Mountain View,
Calif., and can be found on the Web at http://www.sgi.com  

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


SILICON GRAPHICS: Agrees to Sublease ATC Campus to Google Inc.
--------------------------------------------------------------
Silicon Graphics, Inc. (NYSE: SGI) -- whose March 28, 2003 balance
sheet shows a total shareholders' equity deficit of about $142
million -- has agreed to sublease its Amphitheatre Technology
Center campus in Mountain View, California to Google Inc.  SGI
will relocate its headquarters to its nearby Crittenden Technology
Center campus, where it will lease additional space. The lease
transactions are expected to result in a net reduction in SGI's
facilities occupancy costs of $14 to $17 million per year
beginning in July 2004.

SGI had previously announced that it would take specific actions
to increase revenue and lower costs to improve the company's
financial position and reduce its breakeven point.

"[Thurs]day's announcement reflects our determination to bring
expenses in line with revenues within the organization," said Bob
Bishop, chairman and CEO of SGI. "Consolidating our headquarters
operations within our Crittenden campus will also allow us to
create a more collaborative work environment for our headquarters
employees, while maintaining our presence in Mountain View."

The new headquarters on the Crittenden campus will be
appropriately sized and configured to meet the company's existing
and projected business needs. The new office space will
accommodate all research, development and business activity at the
Mountain View headquarters, including engineering labs and a
customer briefing center that features an SGI(R) Reality Center(R)
visualization facility.

The transactions are subject to normal closing conditions,
including the consent of the landlords' lenders. SGI will vacate
the Amphitheatre campus in stages beginning this month and
complete the relocation by August 2004. During the transition
period, SGI will make a minor investment in costs associated with
the move and will recognize additional non-cash charges as it
exits the Amphitheatre facility and over the term of the sublease.

SGI, also known as Silicon Graphics, Inc., is the world's leader
in high-performance computing, visualization and storage. SGI's
vision is to provide technology that enables the most significant
scientific and creative breakthroughs of the 21st century. Whether
it's sharing images to aid in brain surgery, finding oil more
efficiently, studying global climate or enabling the transition
from analog to digital broadcasting, SGI is dedicated to
addressing the next class of challenges for scientific,
engineering and creative users. SGI was named on FORTUNE
magazine's 2003 list of "Top 100 Companies to Work For." With
offices worldwide, the company is headquartered in Mountain View,
California, and can be found on the Web at http://www.sgi.com


SKYWAY AIRLINES: Reaches Tentative Labor Agreement with Pilots
--------------------------------------------------------------
The pilots of Midwest Connect carrier Skyway Airlines, represented
by the Air Line Pilots Association, International, reached a
tentative agreement for a new contract that includes provisions
intended to help keep their airline out of bankruptcy.

"We are pleased to finally reach an agreement that addresses the
needs of the Skyway pilots while providing the necessary financial
relief to our airline," said Captain Brian Belmonti, chairman of
the ALPA unit at Skyway Airlines.

In early June, Skyway management told the pilots that the company
would seek protection under the U.S. bankruptcy code in mid-July
if the airline didn't receive concessions from the pilots' union,
as well as from additional parties including other unionized
employee groups and aircraft lease holders.

"We started these negotiations two years ago, before the 9/11
terrorist attacks and the downturn in the economy," Belmonti said.
"We recognize that the state of our airline has changed
drastically since then and we have worked for months to reach an
equitable agreement. We hope that our contributions will help
Skyway and the larger Midwest Airlines family continue its mission
of offering "The Best Care In The Air."

The approximately 220 Skyway pilots will be voting whether to
accept the tentative agreement. The Skyway pilots' union leaders
will recommend that the pilots vote in favor of accepting the
deal. The voting process is expected to be completed by mid-July.

Skyway Airlines is owned by Midwest Holdings and operates as a
Midwest Connect carrier. Skyway's professional airline pilots fly
a fleet of 328JET and Beech 1900D aircraft from Milwaukee to
cities throughout the upper Midwest and to Toronto, Canada.

Founded in 1931, ALPA is the world's largest pilot union
representing 66,000 pilots at 42 airlines in the U.S. and Canada.
Visit the ALPA Web site at http://www.alpa.org


SPIEGEL GROUP: Wants Plan Filing Exclusivity Extended to Nov. 12
----------------------------------------------------------------
Section 1121(b) of the Bankruptcy Code establishes an initial
period of 120 days after the commencement of a Chapter 11 case
during which a debtor may propose a plan of reorganization.  In
addition, Section 1121(c)(3) provides that if a debtor proposes a
plan within the Exclusive Filing Period, it has a period of 180
days after the commencement of a Chapter 11 case to solicit
acceptances of that plan.  During the Exclusive Proposal Period
and the Exclusive Solicitation Period, plans may not be proposed
by any party-in-interest other than the debtor.  Section 1121(d)
provides that the Court may extend the Exclusive Periods for
cause.

The Spiegel Group and its debtor-affiliates tell the Court that
their Chapter 11 cases are large and complex, given that they
include the three Merchant Divisions -- Eddie Bauer, Spiegel
Catalog, and Newport News -- as well as support subsidiaries that
provide distributions and fulfillment services and operate the
customer call centers.  Furthermore, the Debtors explain that the
size and complexity of their businesses, corporate structure,
employee and vendor relationships, and financing arrangements
place a heavy burden on their management and personnel.  Since the
Petition Date, the Debtors have devoted significant resources to
reviewing their businesses, developing a business plan, and taking
immediate steps to restructure their businesses to enhance the
value of their estates for the benefit of their creditors and
other stakeholders.  In this regard, the Debtors explain that they
are not in a position to create and build acceptance for a plan at
this time.

The Debtors also remind the Court that they have just filed their
Schedules of Assets and Liabilities and Statements of Financial
Affairs and are preparing to set a bar date for the filing of
claims.  The Debtors believe that they, including other parties-
in-interest, are not yet ready to evaluate the "universe of
claims" that will be asserted against them.  The development and
implementation of their business plan and the resolution of
inter-creditor issues will also consume majority of the Debtors'
time and efforts in the upcoming months.  In particular, the
Debtors note that, as 37% of Eddie Bauer's net sales in fiscal
2002 occurred in the fourth quarter, it will be necessary to
measure Eddie Bauer's results from this year's fourth quarter in
order to adequately test the Debtors' business plan.  Thus, an
extension is necessary to allow the Debtors sufficient time to
develop and negotiate a viable plan of reorganization.

Against this backdrop, the Debtors ask the Court to:

      * extend their exclusive period to file a reorganization
        plan to November 12, 2003 and

      * extend the exclusive period to solicit acceptances of that
        plan to January 11, 2004.

The Debtors maintain that the proposed extensions are justified
by their progress in resolving the major issues facing their
estate.  The Debtors have taken reorganization initiatives and
key steps in resolving these concerns:

    -- DIP Financing Facility;
    -- Private Label Credit Program;
    -- Key Employment Retention Program;
    -- Utility Companies; and
    -- Evaluation of Executory Contracts, Unexpired Leases and
       Real Property.

Affording the Debtors a full opportunity to undertake an
extensive review and analysis of their businesses and properties
will provide a platform from which serious negotiations for a
plan can be based, Marc B. Hankin, Esq., at Shearman & Sterling,
says.  In effect, a chaotic environment that lacks central focus
would be avoided.  Mr. Hankin also adds that an extension would
enable the Debtors to harmonize the multitude of diverse and
competing interests in a reasoned and well-balanced manner.
(Spiegel Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


SPIEGEL GROUP: June 2003 Net Sales Tumble 19% to $160 Million
-------------------------------------------------------------
The Spiegel Group reported net sales of $160.2 million for the
five weeks ended June 28, 2003, a 19 percent decrease from net
sales of $196.6 million for the five weeks ended June 29, 2002.

For the 26 weeks ended June 28, 2003, net sales declined 22
percent to $840.2 million from $1.071 billion in the same period
last year.

The company also reported that comparable-store sales for its
Eddie Bauer division decreased 7 percent for the five-week period
and 9 percent for the 26-week period ended June 28, 2003, compared
to the same periods last year. Eddie Bauer retail sales reflect
positive customer response to its women's apparel offer, offset by
continued weakness in its men's apparel offer.

The Group's net sales from retail and outlet stores fell 18
percent compared to last year, reflecting the decline in
comparable-store sales and, more significantly, the impact of
store closings. At the end of June, the company's store base was
19 percent lower than last year. In addition to planned store
closings, the reduction in stores includes 60 Eddie Bauer retail
and outlet stores, 16 Spiegel outlet and clearance stores and five
Newport News outlet stores that were previously identified for
closing as part of the company's ongoing reorganization process.

Direct net sales (catalog and e-commerce) for the Group decreased
19 percent compared to last year, primarily due to lower customer
demand and a planned reduction in catalog circulation at Spiegel
Catalog and Newport News. Sales declines at Spiegel Catalog and
Newport News were offset somewhat by higher direct net sales at
Eddie Bauer, which were driven by the shift in the mailing of its
Ultimate Summer Sale catalog to June of this year from July of
last year and increased online promotions.

In addition, the company believes that direct sales, and to a
lesser extent store sales, continue to be negatively impacted by
the company's decision in early March to cease honoring the
private-label credit cards issued by First Consumer National Bank
to customers of its merchant companies (Eddie Bauer, Newport News
and Spiegel Catalog). In early May, the company launched new
credit card programs using a third-party credit card provider. The
company stated that it is very pleased to have the new credit card
programs in place to strengthen their marketing efforts, however,
it will take time to rebuild customer utilization of its private-
label credit cards.

The Spiegel Group is a leading international specialty retailer
marketing fashionable apparel and home furnishings to customers
through catalogs, specialty retail and outlet stores, and e-
commerce sites, including eddiebauer.com, newport-news.com and
spiegel.com. The Spiegel Group's businesses include Eddie Bauer,
Newport News and Spiegel Catalog. Investor relations information
is available on The Spiegel Group Web site at
http://www.thespiegelgroup.com


STILLWATER MINING: Will Publish 2nd Quarter Results on July 25
--------------------------------------------------------------
Stillwater Mining Company (NYSE: SWC) will report its second
quarter results on Friday, July 25, 2003. There will be a
conference call that day at 12:00 p.m. Eastern time.

       Dial-In Numbers: 888-428-4473 (US)
                        +1-651-291-0561 (International)

The conference call will also be simultaneously webcast on the
Company's Web site http://www.stillwatermining.comin the Investor  
Relations section under Management Presentations.

Frank McAllister, Chairman & CEO, will host the conference call to
review Stillwater Mining Company's performance and will take
questions at the end of the call. Participants should call in at
least five minutes prior to the conference start time and will be
asked to provide their name and company.

A replay of the call will be available through Friday, August 1,
2003. The replay dial-in numbers are 800-475-6701 (US) and +1-320-
365-3844 (International) and the access code is 691394. In
addition, the call will be archived on the Company's Web site in
the Investor Relations Section under Audio Archives.

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


TECO ENERGY: S&P Keeps Ratings Watch over Synfuel Concerns
----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BBB-' corporate
credit and other ratings on TECO Energy Inc. and affiliates on
CreditWatch with negative implications as a result of an IRS
announcement creating potential complications related to the
company's sale of interests in its synthetic fuel production
facilities. The IRS announcement stated it will suspend issuing
new Private Letter Rulings for plants producing synthetic fuels.

Tampa, Florida-based TECO has about $3.8 billion in debt.

"The CreditWatch listing for the TECO family reflects the
uncertainties regarding the company's ability to sell interests in
its synfuel production facilities to raise cash in order to halt
the erosion of the company's weakened financial profile," said
Standard & Poor's credit analyst William Ferara.

TECO has closed a sale that has a PLR as a condition of sale for a
49% interest in its synfuel production facilities and had
anticipated selling an additional 40% interest in its facilities.
The sale of these interests is expected to contribute about $70
million in cash flow in 2003 and $90 million to cash flow annually
in 2004 through 2007. An unfavorable outcome, which either halts
or significantly delays the sales or ultimately affects cash flow,
could lead to lower credit ratings.

TECO's ratings reflect continued exposure to power plant projects
that are being severely affected by a weak power price
environment, ongoing asset sale execution risk, and the paramount
importance of continuing to execute planned strategic initiatives
to arrest the company's weakening credit quality. The company's
attempt to refocus its business strategy to rationalize its
merchant power exposure and focus primarily on its utility (about
70% of cash flow) and coal (about 20% of cash flow) businesses
will create a lower-risk consolidated business mix that is
expected to produce a steady cash flow stream.

Ratings are dependent on the company completing potential asset
sales (synfuel production facilities, TECO Transport, the Hardee
power station, Guatemalan assets, and other assets) to reduce debt
leverage. Absent such sales and the ability to achieve capital
spending reductions, TECO may need to externally finance its
obligations, which could further negatively affect the company's
credit quality.


TECO ENERGY: Responds to S&P's Action, Placing Ratings on Watch
---------------------------------------------------------------
TECO Energy (NYSE: TE) responded to the announcement by Standard
and Poor's that the rating agency has placed the company on credit
watch, citing uncertainty in its ability to complete the announced
and planned sales of interests in its synthetic fuel business,
created by recent Internal Revenue Service announcements.

The company stated that nothing has changed since its July 3
announcement on this subject. Senior Vice President-Finance and
CFO Gordon Gillette said, "Like the rest of the synthetic fuel
industry, we are working diligently to achieve a successful
resolution of the Section 29 issues quickly, which should remove
the concerns raised today by S&P."

Gillette reiterated that the company believes its synthetic fuel
product does undergo a significant chemical change, noting that
this finding is validated by regular testing using two independent
laboratories. "We operate our facilities in full compliance with
the private letter rulings (PLRs) we received from the IRS in 2001
and 2002," said Gillette.

TECO Energy (NYSE: TE) is a diversified, energy-related holding
company based in Tampa. Its principal businesses are Tampa
Electric, Peoples Gas, TECO Power Services, TECO Transport, TECO
Coal and TECO Solutions.

As reported in Troubled Company Reporter's April 29, 2003 edition,
Fitch Ratings downgraded the outstanding ratings of TECO Energy,
Inc. and Tampa Electric Company as shown below. The Rating Outlook
for both issuers has been revised to Negative from Stable.

TECO Energy, Inc.:

         -- Senior unsecured debt lowered to 'BB+' from 'BBB';

         -- Preferred stock lowered to 'BB' from 'BBB-'.

TECO Finance (guaranteed by TECO)

         -- Medium term notes lowered to 'BB+' from 'BBB';

         -- Commercial paper withdrawn.

Tampa Electric Company:

         -- First mortgage bonds lowered to 'A-' from 'A';

         -- Senior unsecured debt lowered to 'BBB+' from 'A-';

         -- Unsecured pollution control revenue bonds
            (Hillsborough County, Florida IDA for Tampa Electric)
            lowered to 'BBB+' from 'A-';

         -- Commercial paper unchanged at 'F2';

         -- Variable rate mode unsecured pollution control
            revenue bonds (Hillsborough County, Florida IDA for
            Tampa Electric) unchanged at 'F2'.

The downgrade of TECO Energy's ratings reflect the higher-than-
expected debt leverage on a cash flow basis (gross debt measured
against earnings before interest taxes depreciation and
amortization), and the negative impact on earnings and cash flow
measures from increased interest expense, weaker projected
earnings and higher-than-anticipated capital expenditures.


TENET HEALTHCARE: S&P Downgrades Corporate Credit Rating to BB
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on health care service provider
Tenet Healthcare Corp. to a speculative-grade 'BB' rating from
'BBB-'. At the same time, the ratings were removed from
CreditWatch, where they had been placed June 23, 2003.

The outlook is negative. Tenet, based in Santa Barbara,
California, had about $4.1 billion of debt as of March 31, 2003.

"The downgrade reflects weaker profitability and cash flow
expectations at Tenet," said Standard & Poor's credit analyst
David Peknay. "These issues, in addition to a growing list of
other concerns of uncertain magnitude, has resulted in a credit
profile more reflective of a speculative-grade rating."

A key factor contributing to Tenet's weaker profitability is a
major change in its managed care pricing. Tenet is renegotiating
many contracts after previously employing aggressive pricing
practices. This is resulting in far weaker pricing trends,
including actual reductions in certain cases. The weak trend will
likely continue for the next couple of years as contracts are
renegotiated on an ongoing basis. Subsequent rate increases will
also probably be smaller than in the past. In addition, weak
Medicaid reimbursement is also expected to affect future
profitability.

These issues are occurring just as the company is experiencing
significant ongoing cost pressures that have hurt margins.
Standard & Poor's is not certain that the company's announced
cost-reduction efforts will successfully soften the impact of
reduced revenue, due to the recent history of problems with
management controls.

Standard & Poor's expects that these issues will lead to a
reduction in EBITDA coverage of interest expense to about 5x from
8x in 2002, and it is not expected that this measure will soon
improve.

In addition, the company is currently subject to ongoing
litigation and a formal SEC investigation. The rating anticipates
that these items will linger, however the rating also assumes that
there will not be a significant adverse judgment against the
company in the near term.


TELETECH: Undertakes Initiatives to Cut Cost Structure by $40MM
---------------------------------------------------------------
TeleTech Holdings, Inc. (Nasdaq: TTEC), a leading global provider
of customer management solutions, plans to expand its cost
reduction initiatives to position the company for improved
profitability. The company's goal is to reduce its current cost
structure by $40 million on an annualized basis.

TeleTech is expanding its profit improvement and cost reduction
initiatives to drive operational excellence through increased
service delivery standardization and greater workforce
utilization, and has continued developing new customer solutions
to broaden its service offerings. Additionally, the company is
sharply focused on reducing certain non-customer service employee
and facility related costs as well as corporate expenses such as
telecommunications, travel, insurance and consulting expenditures.

As part of the above initiatives and an ongoing review of its
global operations, TeleTech expects to incur a charge in the
second quarter 2003 ranging between $47 million and $50 million,
and a pre-tax charge in the third quarter 2003 ranging between $2
million and $3 million. Of the total second and third quarter
charges, between $7 million and $9 million is estimated to be
cash-related charges. The charges are primarily related to the
following items:

-- Recording a non-cash valuation allowance of approximately $35
   million as an increase to second quarter 2003 tax expense based
   on a review of the company's deferred tax assets in accordance
   with SFAS No. 109.

-- A reduction in the company's global workforce of approximately
   300 non-agent positions during the second and third quarters.

-- A non-cash reduction in the carrying value of certain
   facilities in its worldwide operations.

-- A non-cash lease termination charge related to the anticipated
   closure of its Kansas City facility given the ramp down of the
   United States Postal Service relationship, and

-- The minimum estimated liability related to the applicability of
   sales or use tax for services provided by its database
   marketing and consulting segment.

As a result of the above-mentioned charges, TeleTech will not be
in compliance with certain financial covenants in its revolving
credit and senior note agreements. TeleTech is working with the
lender groups to obtain the necessary waivers and amendments, and
believes it will be successful in these efforts prior to filing
its second quarter Form 10-Q in August 2003. As of June 30, 2003
TeleTech had total debt of approximately $120 million and cash and
cash equivalents of approximately $115 million.

In addition to the above-mentioned charges, the company expects to
report a loss from operations for the second quarter 2003 arising
from, among other matters, the ramp down of the United States
Postal Service project.

                        CEO COMMENTARY

"Over the last ninety days we have been sharply focused on
streamlining the organization to better serve our clients and
improve profitability. I believe the initiatives we are pursuing
will strengthen the company's position in the customer management
marketplace," said Kenneth Tuchman, TeleTech's Chairman and Chief
Executive Officer. "Going forward, we plan to further our history
of customer management excellence and continue to deliver high
levels of client satisfaction. The opportunities in our sales
pipeline are progressing, and I am confident TeleTech will win new
business during the remainder of 2003."

          TIMING OF SECOND QUARTER 2003 EARNINGS RELEASE

TeleTech expects to release second quarter 2003 results on or
before August 14, 2003 by issuing a summary press release after
market close, and simultaneously filing its Form 10-Q with the
Securities and Exchange Commission. A conference call with
management will be held the following day to discuss actual
results. Notification of the earnings release date and information
regarding the conference call will be provided during July 2003.

For twenty years, TeleTech has managed the customer experience for
some of the world's largest enterprises. TeleTech's innovative
customer care services help companies acquire, serve, grow and
retain customers throughout the entire relationship lifecycle.
TeleTech offers solutions to a variety of industries including
financial services, transportation, communications, government,
healthcare and travel. With a presence that spans North America,
Asia- Pacific, Europe and Latin America, TeleTech provides
comprehensive customer care services to global organizations.
Additional information on TeleTech can be found at
http://www.teletech.com


UNITED AIRLINES: AirLiance Seeks Stay Relief to Setoff Claims
-------------------------------------------------------------
AirLiance Materials is a Delaware Limited Liability Corporation
with offices in Chicago.  AirLiance acts as a consignment agent
for airlines seeking to sell or purchase surplus aircraft parts.
United is an equity holder in AirLiance.

Robert M. Nicoud, Jr., Esq., at Olson, Nicoud & Gueck, in Dallas,
Texas, informs Judge Wedoff that on May 16, 1998, AirLiance and
United entered into an Inventory Consignment Agreement, where
United Airlines Inc. consigned aircraft parts to AirLiance for
resale. AirLiance is entitled to a 20% to 23% consignment fee of
the net proceeds.

AirLiance and United are also parties to a Purchasing Services
Agreement whereby United purchases parts from AirLiance.

According to Mr. Nicoud, United owed $3,243,674 to AirLiance for
parts purchased and AirLiance owed United $1,004,181 for
reimbursement of proceeds from parts consigned to AirLiance and
sold prior to the Petition Date.

Consequently, AirLiance asks the Court to lift the automatic
stay so it can set off its obligation with United's.  This would
result in a reduction of AirLiance's unsecured claim.  Otherwise,
AirLiance notes, United will have to provide adequate protection
for the loss of set-off rights.  This would likely require
maintaining a minimum cash position in an account with an
AirLiance continuing priority lien, tying up around $1,000,000 of
United's cash.

                          Debtors Object

James H.M. Sprayregen, Esq., at Kirkland & Ellis, tells the Court
that AirLiance is asking to conduct a set-off for which there is
no mutuality.  The funds to be set off are United's property,
held in trust by AirLiance as fiduciary.

Under the terms of the Agreements, AirLiance was required to
transfer to United the balance of all sale proceeds by the last
business day of the month.  The title to the aircraft parts
always remains with United until the parts are sold and
delivered.  Then, the title transfers automatically from United
to AirLiance to the buyer.

According to Mr. Sprayregen, Section 553 of the Bankruptcy Code
governs set-off rights in bankruptcy.  Section 553 requires that
three conditions must be satisfied before set-off:

    (1) A prepetition debt exists from creditor to debtor;

    (2) The creditor has a claim against the debtor which arose
        prepetition; and

    (3) The debt and the claim are mutual obligations.

Mr. Sprayregen maintains that in Newbery Corp. v. Fireman's Fund
Ins. Co., F.3d 1392, 1398 (9th Cir. 1996), mutuality is defined
as "in the same right and between the same parties, standing in
the same capacity."  But in this case, Mr. Sprayregen contends,
no mutuality exists between the parties because AirLiance acted
as the Debtors' agent under the Inventory Consignment Agreement.
AirLiance holds the funds in trust for the Debtors' benefit.

Mr. Sprayregen contends that a set-off may only be exercised
between mutual obligations.  The parties must each owe something
in the same capacity.  Where there is a fiduciary relationship
between the parties, they do not owe in the same capacity.  When
a party holds property in trust for another, that party does not
owe anything. (United Airlines Bankruptcy News, Issue No. 22;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   


UNITED AIRLINES: Enters 10-Year Pact with Trans States Airlines
---------------------------------------------------------------
United Airlines (OTC Bulletin Board: UALAQ) has reached a
Memorandum of Understanding with Trans States Airlines to operate
select portions of the company's United Express service. The new
10-year relationship calls for Trans States to operate up to 25
50-seat regional jets. These aircraft will be in service within
months.

The agreement with Trans States introduces another new partner
into the United Express program. Trans States will operate
primarily in Washington and Chicago, providing United further
flexibility in its program.

"This is a great deal for United and Trans States Airlines," said
Greg Kaldahl, director of United Express. "This new agreement
takes two airlines with proven operational excellence and creates
a business relationship that will benefit United's customers in
terms of service and on-time performance."

The MOU is conditioned upon negotiation of final agreements as
well as approval by the U.S. Bankruptcy Court.

In 2002, United's employees broke 35 company records and achieved
the best Overall operational performance in the company's 77-year
history. United Airlines finished 2002 ranked No. 1 in the
industry in domestic on-time performance among major airlines as
published in the Department of Transportation's Air Travel
Consumer Report for 2002. United operates more than 1,700 flights
a day on a route network that spans the globe. News releases and
other information about United can be found at the company's Web
site at http://www.united.com


U.S. CAN CORP: Offering $125MM 2nd Priority Senior Secured Notes
----------------------------------------------------------------
U.S. Can Corporation announced that its wholly owned subsidiary,
United States Can Company intends to offer $125 million of new
second priority senior secured notes. The proceeds of the offering
will fund a partial paydown of outstanding borrowings under the
Company's senior secured credit facility and increase availability
under the revolving credit portion of the facility for working
capital and general corporate purposes. The second priority senior
secured notes to be offered will be secured, on a second priority
basis, by all of the collateral that currently secures the
Company's senior secured credit facility. The offering of the
second priority senior secured notes is subject to market and
other customary conditions.

The second priority senior secured notes will be offered in the
United States only to qualified institutional buyers pursuant to
Rule 144A under the Securities Act of 1933, as amended, and
outside the United States pursuant to Regulation S under the
Securities Act. The second priority senior secured notes will not
be registered under the Securities Act or any state securities
laws and therefore may not be offered or sold in the United States
absent registration or an applicable exemption from the
registration requirements of the Securities Act and any applicable
state securities laws.

U.S. Can Corporation also announced that the Company has obtained
consent from the lenders under its senior secured credit facility,
subject to definitive documentation, to amend such facility,
which, among other things, will permit the offering of the second
priority senior secured notes and will adjust certain financial
covenants. These amendments also will permit, from time to time
and subject to certain conditions, the Company to make borrowings
under its revolving credit facility for repurchases of a portion
of its outstanding 12-3/8% senior subordinated notes in open
market or privately negotiated purchases. In addition, these
amendments will provide for alternative terms, including with
respect to financial covenants and interest rates, in the event
that the Company does not complete the offering of the second
priority senior secured notes or a similar transaction.

In addition, U.S. Can Corporation announced today that its German
subsidiary, May Verpackungen, has obtained extensions of the
maturity dates of its credit facilities to August 30, 2003 to
enable it to complete the refinancing of its current bank
borrowings.

U.S. Can Corporation -- whose December 31, 2002 balance sheet
shows a total shareholders' equity deficit of about $344 million
-- is a leading manufacturer of steel containers for personal
care, household, automotive, paint and industrial products in the
United States and Europe, as well as plastic containers in the
United States and food cans in Europe.


WEIRTON STEEL: Court Okays Donlin's Retention as Claims Agent
-------------------------------------------------------------
Weirton Steel Corporation and its debtor-affiliates sought and
obtained the Court's authority to employ Donlin, Recano & Company,
Inc. as notice and claims agent for the Clerk of the Bankruptcy
Court and custodian of official Court records. In addition, the
Debtor wants to employ Donlin Recano to act as its balloting agent
to assist with the solicitation and calculation of votes and
distribution as required in furtherance of the confirmation of a
reorganization plan.

As notice and claims agent of the Bankruptcy Court, Donlin Recano
will:

    (a) prepare and serve required notice in this Chapter 11 case;
        including:

        (1) a notice of commencement of this Chapter 11 and the
            initial meeting of creditors under Section 341(a) of
            the Bankruptcy Code;

        (2) a notice of the claims bar date;

        (3) notices of objections to claims;

        (4) notices of any hearings on a disclosure statement and
            confirmation of a plan of reorganization; and

        (5) other miscellaneous notices as the Debtor or the Court
            may deem necessary or appropriate for an orderly
            administration of this Chapter 11 case;

    (b) within five business days after the service of a
        particular notice, file with the Clerk an affidavit of
        service that includes:

        (1) a copy of the notice served,

        (2) an alphabetical list of persons on whom the notice was
            served, and

        (3) the date and manner of service;

    (c) maintain copies of all proofs of claim and proofs of
        interest filed in this case;

    (d) maintain, if required, official claims registers in this
        case by docketing all proofs of claim and proofs of
        interest in a claims database that includes these
        information for each claim or interest asserted:

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

        (2) the date the proof of claim or proof of interest was
            received by Donlin Recano or the Court;

        (3) the claim number assigned to the proof of claim or
            proof of interest; and

        (4) the asserted amount and classification of the claim;

    (e) implement necessary security measures to ensure the
        completeness and integrity of the claims registers;

    (f) transmit to the Clerk a copy of the claims registers on a
        weekly basis, unless requested by the Clerk on a more or
        less frequent basis;

    (g) maintain a current mailing list for all entities that have
        filed proofs of claim or proofs of interest and make the
        list available to the Clerk or any party-in-interest upon
        request;

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

    (i) record all transfers of claim pursuant to Rule 3001(e) of
        the Federal Rules of Bankruptcy Procedure and provide
        notice of the transfers;

    (j) comply with applicable federal, state, municipal and local
        statutes, ordinances, rules, regulations, orders and other
        requirements;

    (k) provide temporary employees to process claims, as
        necessary;

    (l) promptly comply with further conditions and requirements
        as the Clerk of the Court may at any time prescribe; and

    (m) provide other claims processing, noticing, and related
        administrative services as may be requested from time to
        time by the Debtor.

The Donlin Recano Agreement contemplates compensation on a level
that is reasonable and appropriate.

A. Noticing and Docketing Fees:

     1. System Usage Fees:

        a. Database Maintenance of $200 plus $0.10 per creditor
           per month;

        b. Data Input Fee of $110/hour for Tape Conversation in
           format other than the Donlin format;

     2. Claims Docketing/Support Services:

        a. Client Claims Examination/Docketing at $0.95/claim
        b. Pre-coded data entry at $35/hour
        c. Uncoded data entry at $60/hour
        d. Photocopying fee of $0.15/page
        e. Imaging fee AT $0.15/image
        f. Mailing services at cost

     3. Reports/Services:

        a. Laser printing notices $0.12/page

        b. Standard Report/Label Generation

           Laser printing $0.12 each
           Cheshire labels $0.05 each
           Peel & stick labels $0.06 each
           Ink Jet $0.09/each

        c. Special Report/Services:

           Programming $110/hour
           Special Consulting at Donlin's published rates

B. Plan Balloting charge of $1.50/ballot (Weirton Bankruptcy News,
Issue No. 5; Bankruptcy Creditors' Service, Inc., 609/392-0900)  


WESTERN WIRELESS: S&P Junks $600 Million Senior Notes Rating
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC' rating to
Western Wireless Corp.'s aggregate $600 million senior notes due
2010 and 2013, issued under Rule 144A with registration rights.
Simultaneously, Standard & Poor's affirmed its other ratings on
the wireless carrier, including the 'B-' corporate credit rating,
and removed them from CreditWatch, where they were placed on
Jan. 9. 2002. The ratings were lowered to current levels on
April 4, 2003. The outlook is stable.

Proceeds of the issues together with the proceeds of the June 2003
convertible subordinated issue and some asset sales will be used
to prepay $400 million of bank debt, redeem $393 million of
subordinated notes due 2006 and 2007, and for general corporate
purposes.

Bellevue, Washington-based Western Wireless is one of the largest
rural wireless carriers in the U.S., providing service to 1.2
million subscribers in 19 western states. As of March 31, 2002,
total domestic debt outstanding was about $2.2 billion.

The ratings are based only on the company's domestic operations,
as it gives minimal financial support to unrestricted
international subsidiary Western Wireless International Holding
Co. In addition, WWI's credit facilities are nonrecourse to
Western Wireless. In 2002, Western Wireless invested about $80
million in WWI and is expected to invest $30 million to $40
million in 2003.

"The ratings are removed from CreditWatch because this transaction
along with the amended bank credit facility alleviates Standard &
Poor's concerns related to meeting financial covenants and debt
maturities," said Standard & Poor's credit analyst Rosemarie
Kalinowski. "In addition, recent roaming agreements entered into
with AT&T Wireless, Cingular Wireless, and T-Mobile USA Inc. to
cover GSM traffic mitigates near-term competitive threats of an
extensive network overbuild by these carriers in Western Wireless'
service area," the credit analyst continued.

The ratings on Western Wireless reflect the slower industry growth
and impact of lower roaming yield on overall roaming revenue
growth. Roaming revenue comprises about 22% of total domestic
revenue. These negatives are somewhat offset by the company's
improved liquidity position as a result of this transaction, its
below-average churn rate, and expected improvement in cash flow
metrics.

Debt leverage is anticipated to decline as a result of this
transaction and improvement in cash flow. The decline in roaming
yield is expected to moderate in 2003, while roaming minutes of
use should increase with the new roaming contracts.


WESTPOINT STEVENS: Signs-Up Innisfree M&A as Tabulation Agent     
-------------------------------------------------------------
WestPoint Stevens Inc. and its debtor-affiliates sought and
obtained authority to employ Innisfree M&A Incorporated as the
solicitation and tabulation agent in connection with their Chapter
11 cases pursuant to the terms and conditions of an engagement
letter dated May 27, 2003.

WestPoint Stevens Chief Financial Officer Lester D. Sears tells
the Court that documents and notices will be forwarded to holders
of securities at different stages throughout these Chapter 11
cases.  In order to ensure these documents and notices are timely
received by the appropriate parties, the Debtors will require a
noticing agent to request necessary information, coordinate
mailings as efficiently and accurately as possible, and ensure
their completion and certify the same with the Court.

While most of the Debtors issued and outstanding common stock is
publicly held, Mr. Sears states that the Debtors are not aware of
the number of beneficial holders of the securities.  Many of
these beneficial holders hold the notes in "street name" through
a bank, broker, agent, proxy or other nominee.  Accordingly, the
successful dissemination of notices to the beneficial owners of
the securities is complex, and will require coordination with the
Nominees, primarily to ensure that these entities properly
forward notices and other material to their customers.  The
Debtors believe that Innisfree is well suited to assist them in
this task.

According to Mr. Sears, Innisfree is a proxy solicitation and
investor relations firm whose employees have significant
experience advising large, publicly-traded companies, including
debtors-in-possession, in matters relating to communications
with, and notices to, security holders, assistance with plan
solicitations, and the tabulation of ballots with respect to
Chapter 11 plans.  Innisfree Vice President Jane Sullivan, who
would be the individual with the primary responsibility of
handling the Debtors' solicitation and vote tabulation, has over
20 years of experience in public securities solicitations and
other transactions and has specialized in bankruptcy
solicitations since 1991.  Ms. Sullivan has worked on over 45
bankruptcy solicitations including Worldcom, Viasystems Group,
Inc., Pacific Gas and Electric, Global Crossing, Fruit of the
Loom, Regal Cinemas, Chiquita Brands, Armstrong World Industries,
Kmart, America West Airlines, Barney's, Eagle-Picher Industries,
Federated Department Stores, First RepublicBank, I.C.H.
Corporation, MCorp, and Resorts International.

Pursuant to the Agreement, it is anticipated that Innisfree will
perform these services during the Debtors' Chapter 11 cases:

      i. provide advice to the Debtors and their counsel regarding
         all aspects of the plan vote, including timing issues,
         voting and tabulation procedures, and documents needed
         for the vote;

     ii. review the voting portions of the disclosure statement
         and ballots, particularly as they may relate to
         beneficial owners of securities held in street name;

    iii. work with counsel and the claims agent to request
         appropriate records for any claims not based on
         securities;

     iv. work with the Debtors to request appropriate information
         from the trustees of the Debtors' bonds, the equity
         transfer agent(s) and The Depository Trust Company;

      v. coordinate the distribution of voting documents to street
         name holders of voting securities by forwarding the
         appropriate documents to the banks and brokerage firms
         holding the securities, who in turn will forward to the
         beneficial owners;

     vi. coordinate the distribution of notice documents to street
         name holders of any non-voting securities by forwarding
         the appropriate documents to the banks and brokerage
         firms holding the securities, who in turn will forward to
         the beneficial owners;

    vii. distribute copies of the master ballots to the
         appropriate nominees so that firms may cast votes on
         behalf of beneficial owners;

   viii. handle requests for documents from parties-in-interest,
         including brokerage firm and bank back-offices and
         institutional holder, and respond to telephone inquiries;

     ix. if requested by the Company, assist with an effort to
         identify beneficial owners of the Debtors' bonds;

      x. tabulate all ballots and master ballots received prior to
         the voting deadline in accordance with established
         procedures, and prepare a vote certification for filing
         with the Court; and

     xi. undertake other duties as may be agreed by the Debtors
         and Innisfree.

Pursuant to the Innisfree Agreement, the Debtors will pay
Innisfree's fees and reasonable out-of-pocket expenses in the
ordinary course of business, after presentation of detailed
invoices.  The Debtors have agreed to compensate Innisfree for
professional services rendered under the Agreement:

      (i) A $15,000 project fee, plus $2,000 for each issue of
          public securities entitled to vote on the plan of
          reorganization, and $1,500 for each issue of public
          securities not entitled to vote on the plan of
          reorganization but entitled to receive notice.  This
          covers the coordination with all brokerage firms, banks,
          institutions and other interested parties, including the
          distribution of voting materials.  This assumes one
          distribution of materials, which will be directed to the
          firms' proxy departments, and no extensions of the
          voting deadline.

     (ii) For the mailing to registered holders of voting
          securities and other creditors, $1.75-$2.25 in estimated
          labor charges per package, depending on the complexity
          of the mailing, with a $500 minimum.  The charge
          indicated assumes a package that would include the
          disclosure statement, a ballot, a return envelope and
          one other document.  It also assumes that a window
          envelope will be used for the mailing, and will
          therefore not require a matched mailing.

    (iii) A $4,000 minimum charge to take up to 500 telephone
          calls from creditors and security holders within a
          30-day solicitation period.  If more than 500 calls are
          received within the period, those additional calls will
          be charged at $8 per call.  Any calls to creditors or
          security holders will be charged at $8 per call.

     (iv) A $100 charge per hour for the tabulation of ballots and
          master ballots, plus $1,000 set up charges for each
          tabulation element.  Standard hourly rates will apply
          for any time spent by senior executives reviewing and
          certifying the tabulation and dealing with special
          issues that may develop.

      (v) A $5,000 charge per cusip for the effort to identify
          beneficial owners of bonds.

     (vi) Consulting hours will be billed at the these hourly
          rates:

                Co-Chairman                   $400
                Managing Director              375
                Practice Director              325
                Director                       275
                Account Executive              250
                Staff Assistant                175

          Consulting services by Innisfree would include:

          -- the review and development of materials, including
             the disclosure statement, plan of reorganization,
             ballots, and master ballots;

          -- participation in telephone conferences, strategy
             meetings or the development of strategy relative to
             the project;

          -- efforts related to special balloting procedures,
             including issues that may arise during the balloting,
             or tabulation process;

          -- computer programming or other project-related data
             processing services;

          -- visits to cities outside of New York for client
             meetings or legal or other matters;

          -- efforts related to the preparation of testimony and
             attendance at court hearings; and

          -- the preparation of affidavits, certifications, fee
             applications, if required, invoices, and reports.

    (vii) Mailings to registered holders of securities will be
          charged at $0.50-$0.65 per holder, with a $250 minimum.
          This assumes that labels and electronic data for these
          holders would be provided by the trustee, transfer
          agent, or other party maintaining the records.

   (viii) Innisfree will charge a fee of $5,000 for a notice
          mailing to the Street name holders of debt securities
          and common stock.

Innisfree Vice President Jane Sullivan assures the Court that the
members and employees of Innisfree have no connection with nor
have any interest adverse to the Debtors, their creditors, or any
other party-in-interest, or their respective attorneys or
accountants. (WestPoint Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service, Inc., 609/392-0900)  


WORLDCOM INC: Wants Court Blessing to Assume Amended Texas Lease
----------------------------------------------------------------
Pursuant to a certain lease, dated July 30, 1999, as amended,
between MCI WorldCom Network Services, as lessee, and C.W.
Richardson Properties, L.P., as lessor, Worldcom Inc. and its
debtor-affiliates lease a building containing 180,264 square feet
of rentable area, the surrounding 15.07-acre real property on
which the building is located, all the structures and improvements
owned by the lessor, and all parking areas, driveways and open
areas located at 3300 East Renner Road in Richardson, Texas.  The
Lease commenced on December 27, 1999 and will expire by its terms
on December 31, 2009.  The Lease provides for $226,422 in monthly
rental obligations.  The Premises is a "joint use" facility which
houses sales, customer service and support, service delivery
support and a customer service call center.  Additionally, the
Premises contain the headquarters for the wholesale sales and
small business markets groups for WorldCom's northern Texas
operations.

During these Chapter 11 cases, Marcia L. Goldstein, Esq., at Weil
Gotshal & Manges LLP, in New York, relates that the Debtors have
undertaken an extensive real estate rationalization program.
Included among the facets of this rationalization program is the
review of the Debtors' leasehold interests to make determinations
regarding the assumption or rejection of their leases.
Additionally, the Debtors have engaged in efforts to negotiate
amended lease terms with many of their landlords.  In this
regard, the Debtors have determined that it is in their best
interest to assume, pursuant to Section 365 of the Bankruptcy
Code, the Lease, as amended, in respect of the property in
Richardson, Texas.

The Debtors and their real estate professionals, Hilco Real
Estate, LLC, have engaged in discussions with the Lessor with
respect to the renegotiation of the Lease on terms more favorable
to the Debtors.  As a result of these negotiations, the Lessor
and the Debtors have executed an amendment to the Lease.

Terms of the Amendment include:

    A. Rent: Commencing as of March 1, 2003, the Debtors will pay
       C.W. Richardson reduced monthly rent, amounting to
       $144,197.32, increasing between 5% and 10% annually until
       the conclusion of the Lease term.  C.W. Richardson's
       agreement to accept reduced rent is conditioned on the
       assumption of the Lease in Bankruptcy Court.  In the event
       that the Debtors do not assume the Lease, the Debtors will
       be responsible for all the Base Rent and Reimbursable
       Expenses provided in the Lease as if the Amendment had not
       been executed.

    B. Reimbursable Expenses: Pursuant to the Amendment, the
       Debtors will pay certain costs and expenses, including
       taxes, maintaining insurance, and common area charges.
       These obligations will increase monthly obligations under
       the Lease, as amended, by $21,140.

    C. Assignment and Subletting: In the event the Debtors assign
       or sublet the Premises to a non-affiliate, the Debtors will
       convey to C.W. Richardson:

        (i) between 50% and 75% of the "upfront" payments
            received, and

       (ii) between 50% and 75% of amounts received by the Debtors
            that are in excess of the amounts payable by the
            Debtors under the Lease.

    D. Waiver of Claims: After assumption, C.W. Richardson waives
       any and all prepetition claims relating to the assumption
       of, and cure of defaults under, the Lease.

By this motion, the Debtors seek the Court's authority to assume
the Lease, as amended.

Insofar as C.W. Richardson has consented to the assumption of the
Lease pursuant to the terms of the Amendment, the Debtors submit
that adequate assurance of future performance under the Lease is
satisfied.

Ms. Goldstein points out that the Premises is the Debtors' only
regional joint customer service and service delivery facility.
Having all customer service and service delivery functions in one
location enables the Debtors to process orders and respond to
unexpected problems efficiently.  Additionally, as the Debtors
have reduced their workforce and rationalized excess office space
and other real estate holdings, the Premises has served as a site
where Debtors have relocated employees from other locations.  As
a result, the Premises is important to the Debtors' ongoing
business operations and their reorganization efforts.

Based on its market analysis, Hilco has advised the Debtors that
as a result of the renegotiation of the Lease, the annual rent
payable will reflect the fair market rental value of the Premises
and that the terms of the Lease, as amended, are indeed favorable
to the Debtors.  Specifically, pursuant to the Amendment, the
base rent under the Lease is reduced from $15.07 per square foot
to $9.59 per square foot during the initial year of the
Amendment.  An analysis performed by Hilco indicates that the
renegotiation of the Lease will result in aggregate savings for
the Debtors totaling $3,225,224 over the term of the Lease.
(Worldcom Bankruptcy News, Issue No. 31; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


* Thomas Middleton Joins The Blackstone Group as Managing Director
------------------------------------------------------------------
The Blackstone Group announced that Thomas S. Middleton has joined
the firm as a Senior Managing Director in Blackstone's Mergers and
Acquisitions Advisory Group.

Mr. Middleton spent many years at Merrill Lynch as head of its
Global Communications Group and was Vice Chairman of Investment
Banking when he left there in 2002. More recently, through his own
consulting firm, he advised Qwest Communications on the sale of
its Dex Subsidiary. Prior to Merrill Lynch, he was a member of the
M&A group at Salomon Brothers, and previously served in a similar
role at Kidder Peabody.

Tony James, Vice Chairman of The Blackstone Group, said, "Tom's
long and successful background in mergers and acquisitions will
add further depth to our growing M&A practice. His very special
expertise in the communications sector will also bring substantial
benefits both to our M&A practice and to many of our other
businesses."

Tom Middleton added, "Blackstone's financial strength and
entrepreneurial approach, together with its reputation as one of
the foremost alternative investment and advisory firms, provides
an exciting opportunity. I'm looking forward to working with some
of the best in the business."

The Blackstone Group, a private investment bank with offices in
New York and London, was founded in 1985. Blackstone's Mergers and
Acquisitions practice specializes in large, complex M&A
transactions, often cross-border in nature and on behalf of large
multinational corporations. The Blackstone Group's other core
businesses include Restructuring and Reorganization Advisory,
Private Equity Investing, Private Real Estate Investing, Corporate
Debt Investing, and Marketable Alternative Asset Management.


* BOND PRICING: For the week of July 14 - July 18, 2003
-------------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
Adelphia Communications                6.000%  02/15/06    20
Adelphia Communications               10.875%  10/01/10    66
American Airline                       7.377%  05/23/19    57
American Airline                       7.800%  10/01/06    71
American & Foreign Power               5.000%  03/01/30    71
AMR Corp.                              9.000%  08/01/12    69
AMR Corp.                              9.000%  09/15/16    70
AnnTaylor Stores                       0.550%  06/18/19    68
Aurora Foods                           9.875%  02/15/07    47
Best Buy Co. Inc.                      0.684%  06/27/21    74
Burlington Northern                    3.200%  01/01/45    56
Charter Communications, Inc.           4.750%  06/01/06    74
Charter Communications, Inc.           5.750%  01/15/05    71
Charter Communications Holdings       10.000%  05/15/11    72
Comcast Corp.                          2.000%  10/15/29    32
Conseco Inc.                           8.750%  02/09/04    35
Conseco Inc.                           9.000%  04/15/08    62
Conseco Inc.                          10.750%  06/15/08    37
Cox Communications Inc.                0.348%  02/23/21    72
Cox Communications Inc.                2.000%  11/15/29    38
Cray Research                          6.125%  02/01/11    39
Cummins Engine                         5.650%  03/01/98    71
DDI Corp.                              5.250%  03/01/08     6
Delta Air Lines                        8.300%  12/15/29    70
Delta Air Lines                        9.000%  05/15/16    73
Dynex Capital                          9.500%  02/28/05     2
Elwood Energy                          8.159%  07/05/26    73
Finova Group                           7.500%  11/15/09    44
Fleming Companies Inc.                10.125%  04/01/08    15
Goodyear Tire & Rubber                 7.857%  08/15/11    73
Gulf Mobile Ohio                       5.000%  07/01/32    66
Health Management Associates           0.250%  08/16/20    64
Internet Capital                       5.500%  12/21/04    37
Level 3 Communications Inc.            6.000%  09/15/09    74
Level 3 Communications Inc.            6.000%  03/15/10    72
Lehman Brothers Holding                8.000%  11/13/03    71
Liberty Media                          3.750%  02/15/30    60
Liberty Media                          4.000%  11/15/29    63
Lucent Technologies                    6.450%  03/15/29    68
Lucent Technologies                    6.500%  01/15/28    67
Magellan Health                        9.000%  02/15/08    48
Mirant Americas                        7.200%  10/01/08    62
Mirant Americas                        8.300%  05/01/11    61  
Mirant Americas                        8.500%  10/01/21    57
Mirant Americas                        9.125%  05/01/31    57
Mirant Corp.                           2.500%  06/15/21    68
Mirant Corp.                           5.750%  07/15/07    68
Missouri Pacific Railroad              4.750%  01/01/20    75
Missouri Pacific Railroad              4.750%  01/01/30    72
Missouri Pacific Railroad              5.000%  01/01/45    68
NTL Communications Corp.               7.000%  12/15/08    19
Northern Pacific Railway               3.000%  01/01/47    54
Northwestern Corporation               6.950%  11/15/28    66
Redback Networks                       5.000%  04/01/07    42
Revlon Consumer Products               8.125%  02/01/06    64
Revlon Consumer Products               8.625%  02/01/08    47
Terayon Communications                 5.000%  08/01/07    73
United Airlines                       10.670%  05/01/04     7
Universal Health Services              0.426%  06/23/20    60
US Timberlands                         9.625%  11/15/07    61
Westpoint Stevens                      7.875%  06/15/08    21
Worldcom Inc.                          6.400%  08/15/05    29
Worldcom Inc.                          6.950%  08/15/28    29
Xerox Corp.                            0.570%  04/21/18    65

                          *********

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
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related conferences are encouraged. Send announcements to
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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
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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
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                *** End of Transmission ***