TCR_Public/030716.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, July 16, 2003, Vol. 7, No. 139

                          Headlines

AEGIS COMMS: Inks Definitive Merger Agreement with AllServe
AIR CANADA: Undertakes Additional Management Job Reductions
AMERCO: Gets Court Nod to Continue Using Cash Management System
AMERICAN CELLULAR: $1.6-Billion Debt Restructuring Underway
AMERISOURCEBERGEN: Completes $1.05 Bill. Securitization Program

ANC RENTAL: Debtor Wants Until Aug. 15 to File Creditors' Claims
ATMI INC: Consummates Acquisition of ESC Inc.'s Assets
ATMI INC: Files Patent Infringement Suit against Praxair Inc.
AURORA FOODS: J.W. Childs Makes $200 Million Capital Infusion
BISTRO 2000-6: Fitch Knocks Class C & D Note Ratings Down to C/D

BOISE CASCADE: Will Acquire OfficeMax for about $1 Billion
BOISE CASCADE: Taps Goldman Sachs to Aid in Reviewing Options
BOISE CASCADE: S&P Sees OfficeMax Deal will Increase Leverage
BRIGHTPOINT INC: Will Publish Second Quarter Results on July 28
BROADBANDNOW!: Sells All Assets to Interquest Communications

CARAUSTAR INDUSTRIES: Q2 2003 Conference Call Slated for July 29
CHARLES J. MILLER: Case Summary & 20 Largest Unsecured Creditors
CHART IND.: Files Prepack. Plan & Disclosure Statement in Del.
CHARTER COMMS: S&P Further Junks Corporate Credit Rating to CC
CKE RESTAURANTS: S&P Affirms B Rating & Revises Outlook to Neg.

COEUR D'ALENE MINES: Further Cuts Convertible Debt by $34 Mill.
COM21 INC: Files for Chapter 11 Protection in N.D. of California
COM21 INC: Voluntary Chapter 11 Case Summary
EL PASO ELECTRIC: Will Publish Second Quarter Results on July 28
ENRON CORP: Court Approves Proposed Buernegia Bidding Protocol

FAIRFAX FINANCIAL: Completes U.S. Private Convertible Debt Issue
FLEMING COS. Pacific Exchange Delists Shares Effective July 11
GAUNTLET ENERGY: Hires FirstEnergy Capital for Financial Advice
GENESIS HEALTH: Inks Restructuring Agreement with ElderTrust

GENUITY INC: Court Approves Kirkland & Ellis as Special Counsel
GILAT SATELLITE: Names Bill Gerety as New CEO of Spacenet Unit
GLOBAL CROSSING: Asks Court to Approve Microsoft Settlement Pact
GOLF TRUST: Reaches Non-Monetary Settlement of Crossley Suit
GREATE BAY CASINO: Board Approves Sands Hotel Debt Exchange Deal

HEADWAY CORP: Files Plan and Disclosure Statement in New York
HENRY CO.: S&P Ups Credit Rating to B- over Improved Liquidity
IMCLONE SYSTEMS: Reports Progress in Several Pipeline Programs
INTERSTATE BAKERIES: May Quarter Net Loss Stands Tops $4.5 Mill.
JABIL CIRCUIT: Senior Unsec. Notes & Bank Loans Get BB+ Ratings

KENTUCKY ELECTRIC: Selling Substantially All Assets for $3MM
KMART CORP: Court Approves LB Richland Settlement Agreement
LORAL SPACE: Begins Chapter 11 Proceeding to Effect Asset Sale
LORAL SPACE: Case Summary & 20 Largest Unsecured Creditors
MAGELLAN HEALTH: Wins Nod to File Retention Program Under Seal

MALDEN MILLS: Gets Court OK to Hire N. Hahn as Investment Banker
NATIONAL EQUIPMENT: Employing Kirkland & Ellis as Attorneys
NATIONSRENT INC: Court Approves ICX Corp. Financing Agreement
NRG ENERGY: Gets Blessing to Hire Ordinary Course Professionals
OBECO INC: Enters Agreement to Sell Assets to Art's-Way Manufac.

OCWEN RESIDENTIAL: Fitch Takes Various Rating Actions on 4 Issues
OMNICARE: Completes Redemption of Conv. Subordinated Debentures
OXFORD INDUSTRIES: Board Declares Quarterly Cash Dividend
PG&E NATIONAL: Wants Blessing to Maintain Existing Bank Accounts
PHLO CORP: Pulls Plug on Marcum & Kliegman Engagement as Auditor

PHLO CORP: Intends to Spin-Off Part of Biotechnologies Business
PILLOWTEX: Term Loan Lenders Extend Forbearance Pact to July 21
PRESIDENT CASINOS: May 31 Balance Sheet Upside-Down by $49 Mill.
PRO RATA FUNDING: S&P Assigns BB Prelim. Rating to Class D Notes
REGUS BUSINESS: Court Approves Togut Segal as Conflicts Counsel

SCHOOL SPECIALTY: S&P Assigns B+ Rating to $100-Mil. Sub. Notes
SFA COLLATERALIZED: Fitch Hatchets 3 Note Class Ratings to B-/C
SOLECTRON: Obtains Covenant Amendments Under Credit Facilities
SOLUTIA: Renews Call for Expedited Appeal to Penn. Supreme Court
SONO-TEK CORP: Reports Slight Decline in First Quarter Results

SPIEGEL INC: Honoring & Paying Prepetition Insurance Obligations
TANBRIDGE CORP: Primary Lender Agrees to Forbear Until July 21
TECHCANA INC: Initiates Restructuring Program for Pan-O-Starr
TERAYON COMMS: Names Douglas Sabella as Chief Operating Officer
TRISM INC: Court Schedules Plan Confirmation Hearing for Aug. 4

UNITED AIRLINES: Airs Comments on Mechanics' Election Results
UNIFAB INT'L: Resets Annual Shareholders' Meeting for August 1
UNITED AIRLINES: HSBC Gets Stay Relief to Make L. A. Payments
UPC POLSKA: Files Prepackaged Plan in Delaware Bankruptcy Court
U.S HOME: Richard Grandy Resigns as Company President and COO

US MINERAL: Murray Serving as Prof. Taggart's Investment Banker
WEIRTON STEEL: US Steel Wants Prompt Decision on Coke Agreement
WESTAR ENERGY: Will Publish Second-Quarter Results on August 8
WESTPOINT STEVENS: Court OKs Cash Collateral Use on Final Basis
WHEELING: Earns Court Nod to Continue GRC Engagement as Broker

WORLDCOM INC: Wants Blessing to Pull Plug on 113 Service Orders
XEROX CORP: Names Michael D. Brannigan as Corporate Vice Pres.

* Charles Noski Agrees to Act as Senior Advisor to Blackstone
* Kirkpatrick & Lockhart Expands Boston Office with 4 Attorneys
* The Garden City Group Opens West Coast Regional Headquarters

* Meetings, Conferences and Seminars

                          *********

AEGIS COMMS: Inks Definitive Merger Agreement with AllServe
-----------------------------------------------------------
Aegis Communications Group, Inc. (OTC Bulletin Board: AGIS), a
marketing services company that enables clients to make customer
contact efforts more profitable, and AllServe Systems, PLC, a
global IT enabled services company headquartered in Ascot,
England, announced the signing of a definitive agreement of merger
providing that Aegis will be acquired and become a subsidiary of
AllServe through a merger.

The definitive agreement requires AllServe to pay approximately
$22.75 million in cash at closing and to assume all trade
liabilities. After a comprehensive process managed by SunTrust
Robinson Humphrey, Aegis' Board of Directors determined that this
offer was the best proposal for all of the company's stakeholders,
including creditors, equity holders and employees.

In accordance with the terms of its existing senior and
subordinated loans, as well as the terms of the agreement with
AllServe, Aegis will be required to repay its obligations to
various lenders from the proceeds of this transaction. The costs
of the transaction will also be paid out of these proceeds. Given
the level of the total consideration and the existing debt
obligations of Aegis, the company currently does not envision any
payments to its preferred stockholders (other than possibly the
Series B) or to its common stockholders. Aegis, as the surviving
entity in the merger, will be a wholly owned subsidiary of
AllServe Systems, PLC. The merger agreement is subject to certain
conditions, including approval of the merger by the stockholders
of Aegis. It is anticipated that a special meeting of Aegis
stockholders will be held, and the merger closed, during the third
quarter of 2003.

"Earlier this year we were able to negotiate an extension of our
bank line, however it became clear that to ensure the viability of
Aegis, we had to find new sources of funding before year-end. As a
result, we hired SunTrust Robinson Humphrey to help us in
identifying either new sources of equity capital or an attractive
merger partner. After a diligent marketing process, the AllServe
proposal was deemed the most attractive by our Board of Directors
and we pursued the negotiation of the Merger Agreement," stated
Herman Schwarz, President & CEO of Aegis.

"The teleservices industry has undergone many changes in the last
several years including falling overall demand, international
competition and regulatory changes. Given the company's capital
structure, cost base and competitive position, the Board
determined that the AllServe offer presents the best course of
action for the company," continued Mr. Schwarz. "We look forward
to the recapitalization of our business and the additional
investments in technology and off-shore capacity that will be
possible given the financial flexibility provided by AllServe. We
believe that this transaction will enable Aegis to be more
competitive in our industry and will further our goal of being the
provider of choice for our present and prospective clients."

Mr. A Kapoor, Chief Operating Officer for AllServe, noted,
"AllServe will bring much needed financial strength to Aegis and
will make substantial investments in upgrading the technology
infrastructure and marketing programs. Aegis' strong brand in the
US market combined with AllServe's strong European presence will
allow Aegis to leverage the European markets and build a global
service delivery model. This transaction will benefit both Aegis'
employees and its customers, who will be able to get more value
added services through a global service delivery model."

Aegis Communications Group, Inc. -- whose December 31, 2002
balance sheet shows a total shareholders' equity deficit of about
$45 million -- is a marketing services company that shows
companies how to make customer care and acquisition more
profitable. Aegis' services are provided to a blue chip,
multinational client portfolio through a network of client service
centers employing approximately 4,300 people and utilizing over
5,100 production workstations. Further information regarding Aegis
and its services can be found on its Web site at
http://www.aegiscomgroup.com

AllServe Systems is a UK based company with global presence. It
provides IT Enabled services and IT services to global fortune
1000 customers. In the last 10 years AllServe has built a
creditable track record and reputation for delivering high quality
services and processes.

AllServe's businesses are organized around a number of major
industry verticals and its team of 1500 strong IT professionals
brings strong domain expertise, extensive technology skills &
continuous innovation. As a company, we are committed to
continually invest in people, processes, infrastructure and
facilities to ensure highest levels of performance and 100 percent
customer satisfaction. AllServe and its services can be found on
its Web site at http://www.allservesystems.com


AIR CANADA: Undertakes Additional Management Job Reductions
-----------------------------------------------------------
Air Canada announced the reorganization of its executive
management team and the reduction of an additional 300 management
and non-unionized positions bringing the total management and non-
unionized job reduction to 1,100.

"The additional management job reductions are consistent with the
realignment of responsibilities at the executive level and our
ongoing focus on a leaner, more efficient and cost effective
operation," said Robert Milton, President and Chief Executive
Officer. "As we restructure the airline to compete profitably in
the new environment, we are eliminating a layer of executive
management in many areas and pushing more responsibility down to
the next level of management. Management ranks will be reduced by
more than 25 per cent when the reorganization is completed," he
said.

The airline announced the following changes at the executive
level:

- Ross MacCormack, Senior Vice President, International &
  Alliances is retiring effective September 30, 2003 after 32
  years with Air Canada. The International and Alliances group
  will report directly to Montie Brewer, Executive Vice President,
  Commercial.

- Doug Port, Senior Vice President, Customer Service is retiring
  effective September 30, 2003 after 30 years with Air Canada.
  Effective October 1st, Brad Moore, currently Senior Director,
  Inflight Services will assume the role of Vice President,
  Customer Service.

- Robin Wohnsigl, Senior Vice President, Air Canada Maintenance,
  will be leaving Air Canada to pursue other interests. Effective
  August 1, 2003, Jon Turner, currently General Manager, Aircraft
  Programs, will assume Robin's responsibilities as General
  Manager, Air Canada Maintenance and Aircraft Programs.

- Steve Markey, Vice President, Government Relations & Regulatory
  Affairs will be leaving Air Canada to pursue other interests.
  Duncan Dee, Vice President, Corporate Affairs, will assume
  direct responsibility for the government relations and
  regulatory affairs portfolio.

- Alice Keung, Vice President, Information Technology and Chief
  Information Officer, has left the company to pursue other
  interests. Lise Fournel, President and CEO, Destina, will
  assume, on an interim basis, the Chief Information Officer
  portfolio.

"The departing executives have, without exception, all made
important contributions throughout their careers with Air Canada
and we wish them well as they move into new phases of their
careers and lives," said Mr. Milton.

This realignment positions Air Canada as having the least number
of vice-presidents of any international network carrier in North
America.

As part of the restructuring process, 1,100 management and non-
unionized jobs are being eliminated contributing to an overall
payroll cost reduction for this employee group of almost 40 per
cent. The airline is currently implementing these job reductions
on an ongoing basis with approximately 650 non-unionized positions
already eliminated and a target for completion by the end of the
year.


AMERCO: Gets Court Nod to Continue Using Cash Management System
---------------------------------------------------------------
The United States Trustee requires that all chapter 11 debtors
close their prepetition bank accounts and open new post-petition
bank accounts.  The purpose of doing that is to draw a bright line
between pre-petition and post-petition transactions.  CFO Andrew
A. Stevens explains that AMERCO has a sophisticated cash
management system that that drastic measure would be more
disruptive than productive in AMERCO's chapter 11 case.
Accordingly, pursuant to Sections 105(a) and 363 of the Bankruptcy
Code, AMERCO asks the Court for authority to:

    (a) maintain all existing bank accounts;

    (b) continue using its existing cash management system;

    (c) continue using all prepetition business forms; and

    (d) engage in Intercompany transactions with non-debtor
        subsidiaries and affiliates.

                  The Cash Management System

Bruce T. Beesley, Esq., at Beesley, Peck & Matteoni, Ltd., in
Reno, Nevada, relates that AMERCO's business and financial
affairs are integrally related with its many non-debtor
subsidiaries and affiliates.  In the ordinary course of business,
U-Haul International, Inc., uses an integrated, centralized cash
management system, of which AMERCO is a part.  Funds collected by
affiliates in the ordinary course of their business are, through
a series of transactions, used to pay certain operating expenses
of AMERCO and its affiliates.  In addition, funds are regularly
transferred to and from AMERCO for the purpose of investing
excess cash on a short-term basis to ensure that sufficient funds
remain available in the cash management system to pay current
operating expenses of AMERCO and its affiliates.

Through the use of U-Haul's cash management system, Mr. Beesley
notes that AMERCO and its affiliates are able to facilitate cash
forecasting and reporting, monitor collection and disbursement of
funds, and maintain control over the administration of the various
bank accounts required to effect the collection, disbursement and
movement of cash.

The cash management system is driven by more than 2,500 rental
and storage centers the affiliates operated.  Funds generated by
business operations at the Centers are deposited daily into local
deposit accounts.  In turn, the funds are transferred on a regular
basis into one of approximately 350 field depository accounts U-
Haul maintains.  Funds in the Field Depository Accounts are
further transferred, 85% of the dollar value on a daily basis and
the balance twice weekly, into a special concentration account U-
Haul maintains at Bank One Arizona. AMERCO routinely deposit and
withdraw funds into and out of the various bank accounts by
different methods, including by check, wire transfer, Automated
Clearing House transfer and electronic funds transfer.

Funds required for payment of obligations AMERCO and its
affiliates owed are regularly transferred from the Main
Concentration Account to various disbursement accounts in amounts
sufficient to cover items presented for payment against funds
contained in the disbursement accounts.  On average, more than
$7,000,000 to $9,000,000 passes through the cash management system
daily.

Mr. Beesley notes that most of AMERCO's operating expenses,
including payroll, employee benefits, tax obligations and
operating expenses, are paid from one or more of the disbursement
accounts U-Haul maintains.  Accordingly, AMERCO and its estate pay
the bulk of its operating expenses and no funds or property of the
estate will be required to continue meeting these operating
expenses postpetition.  This is why AMERCO is not seeking
authorization to pay accrued wages, salaries, benefits or other
operating expenses out of the estate but merely seeks to continue
the operation of the cash management system in the ordinary course
of business, Mr. Beesley explains.

                     AMERCO's Bank Accounts

Mr. Beesley reports that the Bank Accounts consist of several
types of accounts including:

A. Special Account

    AMERCO maintains an account at Bank One, Arizona wherein, on
    a daily basis, surplus funds in the Main Concentration Account
    are swept into the Special Account.  AMERCO invests these
    funds in the Investment Fund.  If an event arises where
    amounts in the Main Concentration Account are insufficient
    to meet the daily operating expenses of AMERCO and its
    affiliates, AMERCO withdraws an amount equal to the amount
    of the shortfall from the Investment Account and transfers
    the same amount to the Main Concentration Account to ensure
    payment of all operating expenses.  As of April 30, 2003, the
    Special Account had an approximate balance of $225,755.

B. Clearing Account

    In the ordinary course of its business, AMERCO maintains an
    account with JPMorgan Chase to pay principal and interest
    payments due under the $205,000,000 revolving under the
    Credit Facility.  On a regular basis, AMERCO deposits funds
    from the Special Account into the Clearing Account in an
    amount sufficient to pay principal and interest that is
    presently due and payable.  JPMorgan Chase charges the
    Clearing Account and distributes available funds to the
    participating banks.  As of April 30, 2003, the Clearing
    Account has an approximate balance of $18,337.

C. Investment Account

    AMERCO maintains an Investment Account with Federated
    Investors Prime Market Money Fund.  Prepetition, surplus
    funds were swept on a daily basis from the Main Concentration
    Account into the Special Account to permit AMERCO to invest
    those funds in the Investment Account to generate a cash
    reserve to ensure that operating expenses were timely paid.
    AMERCO withdrew funds from the Investment Account as needed
    if amounts available in the Main Concentration Account were
    insufficient to pay present operating expenses.  On June 4,
    2003, AMERCO transferred funds available in the Investment
    Account to a similar investment account with Federated
    Investment Prime Market Money Fun to ensure the stability of
    funds available to pay any shortfalls in the operating
    expenses of AMERCO and its affiliates.

D. Reserve Accounts

    Prepetition, AMERCO established three reserve accounts at
    Compass Bank in the ordinary course of business to ensure
    that it had access to a reserve of operating funds.  As of
    April 30, 2003, each Reserve Account had an approximate
    balance of $1,000.  No activity has been conducted regarding
    the Reserve Accounts since November 2002.

Mr. Beesley fears that if the U.S. Trustee's requirements are not
waived, it would cause enormous and unnecessary disruption in
AMERCO's business would cause the estate tremendous and
unnecessary expense and would impair its efforts to reorganized
and pursue other alternatives to maximize the value of its estate.
Indeed, AMERCO's Bank Accounts comprise a part of an established
cash management system that it needs in order to ensure smooth
collection and disbursements in the ordinary course of their
business.

AMERCO further seeks authorization to continue operating, in the
ordinary course of business, under depository or similar contracts
between itself and the depository banks where the Bank Accounts
are located.  Under the usual and ordinary terms of contracts that
existed prepetition, the Depository Banks are permitted to charge
back and revoke provisional credits for deposited items which are
returned unpaid and charge the amounts of these items against
balances from time to time on deposit in the Bank Accounts, and to
assess and deduct from the Bank Accounts customary service charges
on a periodic basis.

Granting this relief, Mr. Beesley argues, avoids delays in
payments to administrative creditors, to ensure a smooth Chapter
11 transition with minimal disruption and to aid in AMERCO's
efforts to successfully and rapidly complete this case and to
minimize disruptions in the usual and ordinary business and
financial affairs of the Affiliates.

                       Benefit to the Estate

Mr. Stevens tells Judge Zive that AMERCO's Cash Management System
provides significant benefits to the estate and its affiliates,
including the ability to:

    (a) control corporate funds centrally;

    (b) invest idle cash;

    (c) ensure the availability of funds when necessary;

    (d) allocate and distribute interest earned on funds in
        centralized accounts to AMERCO and its affiliates; and

    (e) reduce administrative costs by facilitating the movement
        of funds and the development of more timely and accurate
        balance and presently information.

In addition, the use of the cash management system reduces
interest expenses by enabling AMERCO and its affiliates to utilize
all funds within the system rather than relying on short-term
borrowing to fund their cash management system.

Mr. Stevens cautions that if AMERCO were required to adopt new,
segmented cash management systems, that would create unnecessary
administrative problems, would negatively impact the usual and
ordinary operations of the non-debtor Affiliates and would be
more disruptive than productive.  This would adversely impact
AMERCO's ability to reorganize.  Moreover, as a practical matter,
due to AMERCO's complex corporate and financial structure, it
would not be possible to establish a new system of accounts and a
new cash management and disbursement system without substantial
additional costs and expenses to AMERCO's estate and a significant
disruption of its business operations.

Mr. Stevens assures the Court that AMERCO will continue to
maintain detailed records reflecting all transfers of funds
between itself and any of its Affiliates, so that all Intercompany
transactions can be readily ascertained.  In furtherance of this
goal, AMERCO requests that all affected Banks be authorized and
directed to continue to administer the Bank Accounts as they were
maintained prepetition.

                      Protecting the Banks

To the extent that any Depository Bank has a valid prepetition
claim again AMERCO that is subject to a right of setoff, funds
held in a Bank Account with the Depository Bank may constitute
cash collateral under Section 363d(c)(2) of the Bankruptcy Code.
Since the adequate protection provision is a prerequisite to use
the cash collateral, AMERCO proposes to provide the adequate
protection to any Depository Bank with an allowable prepetition
claim against it in the form of a first priority postpetition
replacement lien on postpetition deposits to its Bank Accounts to
the extent the Depository Bank allows any types of withdrawals
from the Bank Accounts postpetition.  A Depository Bank would not
be required to allow the withdrawal of funds constituting cash
collateral subject to an administrative freeze the adequate
protection will be without prejudice to the rights of any
Depository Bank to apply to this Court for additional or
alternative adequate protection.

                  Continued Use of Business Forms

Mr. Beesley continues that AMERCO will be able to minimize estate
expenses and disruption of its business if it is allowed to use
all correspondences, business forms and checks in the form that
they exist immediately prior to the Petition Date, without
reference to its status as debtor-in-possession.  It's no secret
that AMERCO's in bankruptcy.  The filing was front-page news in
every business newspaper around the globe.

                 Continued Intercompany Transactions

Since AMERCO's affairs are integrally related, Intercompany fund
transfers take place from time to time among AMERCO and its
affiliates.  AMERCO's ability to continue making payments and
providing funding to its affiliates is necessary in order to
maintain and preserve the value of its interest in its
affiliates.

                   Sec. 345 Investment Guidelines

In addition, Mr. Beesley asserts that cause exist for waiving the
investment and deposit guidelines of Section 345 given that all
deposits and investments are prudent and designed to yield the
maximum reasonable net return on the funds investment, taking
into account the safety of the deposits and investments.  AMERCO
believes that the banks where the Bank Accounts are maintained
are financially stable banking institutions and are FDIC insured.

AMERCO proposes to invest its cash in its sole discretion in:

    (i) securities issued or fully guaranteed or insured by the
        U.S. Government or it agency;

   (ii) interest-bearing certificates of deposit, time deposits
        and bankers' acceptances;

  (iii) commercial paper having at least an "A2/P2" credit rating
        from Standard & Poor's Corporation or Moody's Investor
        Service, Inc.;

   (iv) repurchase obligations whose:

        -- collateral meets the investment criteria;

        -- market value of the collateral must be at least 102%
           of the purchase price of the repurchase agreements at
           all times; and

        -- dealer is on the approved dealer list; and

    (v) money market funds that:

        -- have at least $500,000,000 in assets;

        -- offer immediate redemption of shares;

        -- have a minimum three years of investment history; and

        -- meet credit criteria required for outright purchases.

This proposed investment guidelines, Mr. Beesley comments, will
enable AMERCO to maintain the security of its investments while
at the same time providing it with the flexibility required to
maximize the yield on the investment and deposit of cash, given
that:

    (a) the proposed investment guidelines permit investments
        only in government and governmental agency securities and
        private corporations and institutions of substantial
        financial strength as evaluation by respected and well
        established investment rating agencies; and

    (b) the requirement of obtaining a bond secured by the
        undertaking of a corporate security from each of the
        financial institutions with which AMERCO deposits or
        invest funds would be prohibitively expensive and
        administratively burdensome and could offset much of
        the financial gain derived from investing in private as
        well as federal or federally guaranteed securities.

                         *    *    *

At the First Day Hearing, Judge Zive granted AMERCO's request in
all respects. (AMERCO Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


AMERICAN CELLULAR: $1.6-Billion Debt Restructuring Underway
-----------------------------------------------------------
Dobson Communications Corporation (Nasdaq:DCEL) and American
Cellular Corporation, in which Dobson holds a 50% indirect
interest, jointly announced that they are pursuing a plan to
restructure American Cellular's $1.6 billion of indebtedness,
including the full repayment of American Cellular's bank credit
facility. Holders in excess of two-thirds in principal amount of
American Cellular's outstanding 9-1/2% senior subordinated notes
("Notes") have signed agreements to support this restructuring.

The restructuring plan will be effected either through a voluntary
exchange of the Notes, with a minimum tender requirement of 99.5
percent, or, alternatively, if the voluntary exchange is not
completed, through a pre-packaged bankruptcy plan for American
Cellular. The pre-packaged bankruptcy plan, if implemented, would
apply only to American Cellular and its subsidiaries, and would
not involve Dobson Communications.

If all the Notes are exchanged, holders of the outstanding $700
million aggregate principal amount of American Cellular's 9-1/2%
senior subordinated notes would receive an aggregate recovery
consisting of:

-- $50 million in cash;

-- 45,054,800 shares of Dobson Communications Class A common
    stock; and

-- 700,000 shares of a new series of Dobson Communications
    convertible preferred stock with the following principal
    terms: (i) an aggregate liquidation preference of $125
    million; (ii) initially convertible at an $8.75 conversion
    price into 14,285,714 shares of Dobson's Class A common stock;
    (iii) a 6% cash dividend or, at the option of Dobson
    Communications, a 7% dividend payable in additional shares of
    convertible preferred stock; and (iv) mandatorily redeemable
    in 13 years.

Dobson Communications will capitalize a recently formed, wholly
owned, indirect subsidiary with $50 million, and the subsidiary
will seek to raise approximately $900 million through new senior
notes. The new senior notes will be non-recourse to Dobson
Communications. To complete the restructuring, the recently formed
Dobson subsidiary would merge with American Cellular, and the
subsidiary's available cash, including the net proceeds from the
issue of new senior notes, would be used to fully repay American
Cellular's existing bank credit facility. Upon completion of the
restructuring, American Cellular would become a wholly owned
consolidated subsidiary of Dobson Communications.

The proposed plan is also subject to the ability of the Dobson
Communications subsidiary to raise $900 million from the issuance
of new senior notes on terms satisfactory to Dobson
Communications; to approval of a pre-packaged bankruptcy plan, if
necessary; and to other customary closing conditions.

Neither the new senior notes, nor the common and preferred shares
to be issued by Dobson, nor any equity securities that may be
issued by American Cellular will be registered under the
Securities Act of 1933. Any new senior notes, any Dobson common
and preferred shares, and any equity securities of American
Cellular that are issued as part of a voluntary exchange
transaction, and not as part of the pre-packaged bankruptcy plan,
may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act of 1933. The new senior notes
will be offered and sold only to qualified institutions or to non-
U.S. persons in transactions that are exempt from the registration
requirements of the Securities Act.

No assurance can be given that a final plan for the restructuring
of American Cellular's debt will be consummated, or, if
consummated, what the final terms may be. This announcement does
not constitute an offer to sell, or the solicitation of an offer
to purchase, any securities.

Chanin Capital Partners, LLC is the financial advisor to a special
committee of the holders of American Cellular's 9-1/2% senior
subordinated notes. Holders of these Notes may contact Mr. Ernie
Sibal at Chanin Capital Partners, LLC, (310) 445-4010, Extension
286, for more information regarding the plan for restructuring.

On June 17, 2003, Dobson exchanged its two remaining wireless
properties in California for two AT&T Wireless (NYSE:AWE)
properties in Alaska. AT&T Wireless also transferred to Dobson all
of the Dobson Series AA preferred stock that AT&T Wireless owned.
Dobson reclassified its financial statement as of and for the
years ended December 31, 2002, 2001 and 2000 to reflect the
discontinued operations of its California properties. These
unaudited reclassified financial statements, as well as certain
pro forma financial information not previously disclosed to the
public, are attached as exhibits to Dobson's Form 8-K that was
filed on the date of this press release. KPMG LLP, Dobson's
independent auditor, is presently auditing these reclassified
financial statements. No assurances can be given that the audit
will not result in further adjustments to these reclassified
financial statements.

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


AMERISOURCEBERGEN: Completes $1.05 Bill. Securitization Program
---------------------------------------------------------------
AmerisourceBergen Corporation (NYSE:ABC), the largest
pharmaceutical services company in the U.S. dedicated solely to
the pharmaceutical supply channel, announced the completion of a
$1.05 billion securitization program for the Company's trade
receivables. The new program provides $550 million under a three-
year revolving tranche and $500 million under a 364-day revolving
tranche.

The new program replaces two separate securitization programs,
which the Company inherited from its two previous companies at the
time of the August 2001 merger that created AmerisourceBergen.

AmerisourceBergen (NYSE:ABC) is the largest pharmaceutical
services company in the United States dedicated solely to the
pharmaceutical supply chain. It is the leading distributor of
pharmaceutical products and services to the hospital systems/acute
care market, physician's offices, alternate care and mail order
facilities, independent community pharmacies, and regional chain
pharmacies. The Company is also a leader in the long term care
pharmacy and workers' compensation fulfillment marketplaces. With
more than $40 billion in annualized operating revenue,
AmerisourceBergen is headquartered in Valley Forge, PA, and
employs more than 13,000 people. AmerisourceBergen is ranked #24
on the Fortune 500 list and was ranked #6 in the 2003 Business
Week 50, a list of the 50 best performing companies in the S & P
500. For more information, go to http://www.amerisourcebergen.com

Standard & Poor's Ratings Services raised its corporate credit
rating on AmeriSource-Bergen Corp., to 'BB+' from 'BB' based on
continued solid operating progress and improved credit measures.

The outlook remains positive. The Chesterbrook, Pennsylvania-
based drug wholesaler has $2.1 billion in debt.


ANC RENTAL: Debtor Wants Until Aug. 15 to File Creditors' Claims
----------------------------------------------------------------
ANC Rental Corporation and its debtor-affiliates ask the Court to
further extend the time within which they may file claims on
behalf of creditors through and including August 15, 2003.

In accordance with the provisions of the Bar Date Order, the
Debtors served the notice of the Bar Date on over 132,500
potential creditors.  As of the Bar Date, over 8,600 proofs of
claim have been filed.  Since the Bar Date, the Debtors have been
diligently working to resolve and reconcile the numerous proofs
of claims that have been filed.  However, it has been impossible
for the Debtors to have reviewed all the proofs of claim to
determine whether there are any creditors for whom the Debtors
believe that a proof of claim should be filed in order to have
the claim addressed through the plan process.

Elio Battista, Jr., Esq., at Blank Rome LLP, in Wilmington,
Delaware, contends that an extension of time will afford the
Debtors a sufficient opportunity to assess whether there are
existing creditors on whose behalf the Debtors should file a proof
of claim.

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' deadline to file a creditor claim is automatically
extended through the conclusion of that hearing. (ANC Rental
Bankruptcy News, Issue No. 35; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


ATMI INC: Consummates Acquisition of ESC Inc.'s Assets
------------------------------------------------------
ATMI, Inc. (Nasdaq: ATMI), a supplier of materials and services to
the world's leading semiconductor manufacturers, announced the
acquisition of ESC, Inc. of Bethlehem, Pennsylvania. ESC produces
novel surface preparation and cleaning materials for copper and
advanced interconnect microelectronic fabrication processes.

Gene Banucci, ATMI CEO, said, "ATMI has been investing heavily in
copper and advanced interconnect materials. A key step in advanced
interconnect processing is surface preparation and cleaning,
especially post CMP processing. ESC has a series of patent
protected products that provide the unique wafer cleaning
capabilities that copper processing requires. We believe this
acquisition will provide ATMI with a capability that amplifies our
presence in both copper materials and CMP."

Shahri Naghshineh, President of ESC, said, "Precision surface
preparation and cleaning are now critical steps in the fabrication
of semiconductor devices. ESC delivers enabling, value added
cleaning solutions designed to increase the process yield for the
most advanced semiconductor fabrication processes. By combining
ESC's surface preparation products and expertise and ATMI's
extensive copper and advanced interconnect support suites, we ease
the path for copper metallization and low-k dielectric processes
to become mainstream fabrication processes."

Dan Sharkey, CFO of ATMI, said, "Although immediately accretive,
ATMI does not expect that the ESC acquisition will add materially
to its financial results in 2003. Detailed terms of the deal will
not be announced."

ESC, Inc. began selling its first product in 1999. From there it
has expanded its semiconductor process cleaning materials
offerings to encompass solutions for the most advanced
semiconductor production processes. ESC has ISO-certified
production facilities in Pennsylvania and Texas. For more
information, visit http://www.esccorp.net

ATMI provides specialty materials, and related equipment and
services, to the worldwide semiconductor industry. As the Source
of Semiconductor Process Efficiency, ATMI helps customers improve
wafer yields and lower operating costs. For more information,
please visit atmi.com.

As previously reported, Standard & Poor's assigned its single-'B'-
plus corporate credit and single-'B'-minus convertible
subordinated notes ratings to ATMI Inc., a Danbury, Conn. Based
supplier of specialty chemicals used to manufacture of
semiconductors.

The ratings on ATMI reflect the company's good niche position in
the semiconductor capital goods industry, offset by that
industry's volatility, substantial technology risks, and an
aggressive acquisition policy. ATMI is a leading supplier of
specialty chemicals used to manufacture semiconductors, as well as
equipment to deliver those chemicals, and related environmental
control products.


ATMI INC: Files Patent Infringement Suit against Praxair Inc.
-------------------------------------------------------------
ATMI, Inc. (Nasdaq: ATMI), announced that on Friday, July 11, 2003
its subsidiary Advanced Technology Materials, Inc. filed suit
against Praxair, Inc., the parent company of Praxair Electronics,
charging it with knowingly and willfully infringing upon two
patents ATMI holds for certain sub-atmospheric gas delivery
technologies used in semiconductor fabrication processes.

Oliver Zitzmann, ATMI Chief Legal Officer states, "The suit, which
was filed in the United States District Court for the Southern
District of New of York alleges that Praxair has infringed, and is
actively inducing others to infringe ATMI's United States Patent
Nos. 6,101,816 and 6,343,476, related to our VAC(TM) (Vacuum-
Actuated Cylinder) product. ATMI is seeking treble damages and an
injunction. With more than 345 issued US patents, ATMI respects
the value of intellectual property, and protects it accordingly."

Doug Neugold, ATMI President, said, "We are confident that ATMI's
patents on sub-atmospheric gas storage and delivery protect our
adsorbent- and mechanical-based methods of delivering gases below
atmospheric pressure. These create safe products that can
eliminate the potential for a catastrophic gas release.

ATMI provides specialty materials, packaging, delivery systems,
sensors, and abatement products and services to the worldwide
semiconductor industry. As the Source of Semiconductor Process
Efficiency, ATMI helps customers improve wafer yields and lower
operating costs. For more information, visit http://www.atmi.com


AURORA FOODS: J.W. Childs Makes $200 Million Capital Infusion
-------------------------------------------------------------
Aurora Foods Inc. (OTC Bulletin Board: AURF), a producer and
marketer of leading food brands, has entered into a definitive
agreement with regard to its previously announced agreement in
principle with J.W. Childs Associates, L.P.  Under the terms of
the definitive agreement, J.W. Childs will make a $200 million
equity investment in Aurora in a transaction valued at
approximately $925 million.

The equity investment by J.W. Childs is part of a comprehensive
financial restructuring designed to reduce Aurora's outstanding
indebtedness, strengthen its balance sheet and improve its
liquidity.  J.W. Childs is a Boston-based private equity
investment firm with over $3.4 billion of equity capital under
management.

The terms of the definitive agreement call for J.W. Childs to
purchase shares of Aurora's common stock representing a 65.6%
equity interest in the reorganized Company. Concurrently with the
closing of the restructuring, J.W. Childs will be entitled to
designate a majority of the members on the Company's Board of
Directors. The definitive agreement contemplates that following
the restructuring Aurora's existing common and preferred
stockholders will hold approximately 4.9% of the reorganized
Company's outstanding equity. The Company intends to use the $200
million of proceeds from the sale of the common stock to
consummate the restructuring and to pay down its existing
indebtedness.

"Aurora has made great strides in the last several months under
the leadership of Chairman and interim Chief Executive Officer
Dale F. Morrison in improving operations and reducing costs," said
Thomas M. Hudgins, an independent director of the Company. "The
progress made by Dale and his team has securely positioned the
Company for this transaction, and we look forward to Dale's
continued leadership until the restructuring process is complete."

Upon completion of the restructuring, Mr. Morrison will continue
as an operating partner of Fenway Partners, Inc., a New York-based
private equity firm with $1.4 billion under management and a
portfolio of leading branded goods companies. At that time,
pursuant to the definitive agreement, Lawrence K. Hathaway will
succeed Mr. Morrison as Chief Executive Officer of Aurora.

The definitive agreement provides that the transaction with J.W.
Childs will be effected through a pre-negotiated plan of
reorganization under Chapter 11, and include the following
elements:

-- The Company's existing bank lenders will be paid in full,
   receiving approximately $458 million in cash and approximately
   $197 million in new senior unsecured notes with a 10-year
   maturity. Aurora and J.W. Childs intend to raise approximately
   $441 million of new bank financing in connection with the
   restructuring, including a $50 million revolving credit
   facility (which is expected to be undrawn at closing), and will
   seek to effect a high yield offering in an amount sufficient to
   pay cash to the bank lenders in lieu of the new senior
   unsecured notes. The definitive agreement contemplates that
   the Company's existing bank lenders will waive any right to the
   excess leverage fee and the asset sale fee, which are provided
   for in the Company's credit agreement.

-- The Company's existing accounts receivable sales facility will
   be paid down and terminated.

-- Holders of the Company's 12% senior unsecured notes due 2006
   will be paid in full, receiving approximately $29 million of
   new senior unsecured notes with a 10-year maturity, unless J.W.
   Childs effects a high yield offering in an amount sufficient to
   pay cash in lieu of such unsecured notes.

-- Holders of the Company's outstanding 8.75% and 9.875% senior
   subordinated notes due 2008 and 2007, respectively, will
   receive a 50% recovery through cash in the aggregate amount of
   approximately $110 million and approximately 29.5%
   (approximately $90 million) of the common stock of the
   reorganized Company.

-- Existing common and preferred stockholders will receive
   approximately 4.9% (approximately $15 million) of common stock
   of the reorganized Company, and the existing common and
   preferred shares will be cancelled in connection with the
   restructuring.

The closing of the restructuring is subject to a number of
conditions, including the consent of the Company's bank lenders
and bondholders to the plan of reorganization, bankruptcy court
approval of the plan of reorganization, completion of the re-
financing of the Company's existing indebtedness in accordance
with the terms of the restructuring, and customary regulatory
approvals. Subject to the satisfaction of these conditions, the
Company expects the closing of the restructuring to occur in the
fourth quarter of 2003. The Company is currently in discussions
with its bank group and bondholders regarding the terms of the
restructuring. However, no assurance can be given that these
discussions will lead to an agreement, that the conditions to
closing will be satisfied, or that the restructuring will
ultimately be consummated.

Aurora Foods Inc., based in St. Louis, Missouri, is a producer and
marketer of leading food brands. More information about Aurora may
be found on the Company's Web site at http://www.aurorafoods.com

J.W. Childs Associates, L.P. is a leading private equity
investment firm based in Boston, Massachusetts which is focused on
the consumer products, health care and specialty retail
industries. J.W. Childs presently manages $3.4 billion of equity
capital from leading financial institutions, pension funds,
foundations and university endowments.


BISTRO 2000-6: Fitch Knocks Class C & D Note Ratings Down to C/D
----------------------------------------------------------------
Fitch Ratings has downgraded four classes of notes from the Bistro
2000-6 program. Bistro 2000-6 is a synthetic balance sheet
collateralized debt obligation established by JP Morgan to provide
credit protection on a $4 billion portfolio of investment grade
loans.

        The following classes have been downgraded:

        -- $300,000,000 class A to 'AA-' from 'AAA';

        -- $100,000,000 class B to 'BB' from 'AA';

        -- $100,000,000 class C to 'C' from 'CCC-';

        -- $30,000,000 class D to 'D' from 'C'.

Fitch's rating action reflects the deterioration in credit quality
of several of the underlying assets as well as higher than
expected credit protection payments under the credit default swap.
As a result, there is a diminished level of credit enhancement for
the notes.


BOISE CASCADE: Will Acquire OfficeMax for about $1 Billion
----------------------------------------------------------
OfficeMax, Inc. (NYSE: OMX) has reached a definitive agreement
with Boise Cascade Corporation (NYSE: BCC) to combine with its
Boise Office Solutions group, giving OfficeMax shareholders an
approximate purchase price of $1.2 billion, or $9.00 per fully
diluted share. The price represents a 25 percent premium over
OfficeMax's closing price on July 11, 2003 and a premium of 30
percent over OfficeMax's average trading price over the last 30
days. Boise will pay the purchase price in cash and common stock,
using 30 percent cash and 70 percent common stock. Prior to the
OfficeMax shareholders meeting, Boise may elect to use as much as
45 percent cash and 55 percent common stock. The common stock
consideration is subject to a customary price collar of plus or
minus 10 percent from the closing price of Boise's common stock on
July 11, 2003 of $23.43 per share.

Under the conditions of the collar, if Boise's average stock price
prior to closing is at or below $21.09, the exchange ratio shall
be 0.4268. If Boise's average stock price prior to closing is
between $21.09 and $25.77, the exchange ratio shall be adjusted to
deliver combined cash and stock consideration valued at $9.00 per
share. If Boise's average stock price prior to closing is at or
above $25.77, the exchange ratio shall be 0.3492. If Boise elects
to increase the cash component and Boise's stock price prior to
closing is outside of the collar, the per share cash consideration
will be adjusted up or down, as appropriate, so that the aggregate
consideration received by OfficeMax's shareholders remains
unchanged regardless of Boise's election. The consideration to be
received in the transaction will be fully taxable to OfficeMax
shareholders.

Michael Feuer, OfficeMax's co-founder, chairman and chief
executive officer, said, "This business combination gives the
newly formulated organization the ability to better serve all
channels of the office products market from home offices to small
businesses to large corporations. Together, OfficeMax with Boise
will be strategically and financially stronger and rival the size
of its closest competitors. From a single store in suburban
Cleveland 15 years ago, OfficeMax has emerged as one of North
America's leading and largest specialty retailers, serving small
business through our retail superstores, e-commerce, catalog and
with a direct sales force. Boise Office Solutions primarily serves
the larger institutional and corporate business segments. Melded
into one, OfficeMax with Boise will equal huge benefits for all
constituencies, including customers, associates of both companies,
vendor partners and our respective shareholders."

George Harad, Boise's chairman and chief executive officer, said,
"We are delighted and proud of our new proposed association with
the OfficeMax organization. Over the last year, under a strong
management team, OfficeMax has led the industry in same-store
sales growth, introduced new store formats, and improved
productivity and margins in its operations. OfficeMax's proven
retail expertise and powerful brand complement Boise Office
Solutions' exceptional strength in the contract customer segment
and our strong commitment to customer service supported by
leading-edge technology."

This transaction is the result of an initial contact made by
OfficeMax earlier in 2003, according to Mr. Feuer. "Over the past
six months OfficeMax, working closely with its financial advisors,
the KeyBanc Capital Markets unit of McDonald Investments Inc. and
Lehman Brothers Inc., assessed the viability of this type of
combination and its potential to enhance OfficeMax shareholder
value."

OfficeMax's combination with Boise has already been unanimously
approved by both companies' boards of directors and is subject to
customary approvals under antitrust laws and by the shareholders
of OfficeMax and Boise. At this time, the transaction is expected
to be completed in late fall or early winter.

OfficeMax serves its customers through nearly 1,000 superstores,
e-commerce Web sites and direct-mail catalogs. The Company has
operations in the United States, Canada, Puerto Rico, the U.S.
Virgin Islands and Mexico. In addition to offering office
products, business machines and related items, OfficeMax
superstores feature CopyMax and FurnitureMax, store-within-a-store
modules devoted exclusively to "print-for-pay" services and office
furniture. The Company also reaches customers in the United States
with an offering of over 40,000 items through its award winning e-
commerce site, OfficeMax.com, its direct-mail catalogs and its
outside sales force, all of which are serviced by its three
PowerMax distribution facilities, 17 delivery centers and two
national customer call and contact centers.

Boise Office Solutions is a premier multinational distributor of
office technology products, office furniture, and paper and had
2002 sales of $3.5 billion. Office Solutions posted domestic e-
commerce sales of more than $1 billion in 2002. Headquartered in
Itasca, Illinois, Boise Office Solutions has customers ranging in
size from small organizations to multinational corporations. Boise
Office Solutions has operations throughout the United States,
Australia, New Zealand, Canada and Mexico.

Boise delivers office, building, and paper solutions that help our
customers to manage productive offices and construct well-built
homes -- two of the most important activities in our society.
Boise's 24,000 employees help people work more efficiently, build
more effectively, and create new ways to meet business challenges.
Boise also provides constructive solutions for environmental
conservation by managing natural resources for the benefit of
future generations. Boise had sales of $7.4 billion in 2002. Visit
the Boise Web site at http://www.bc.com/

As previously reported, Standard & Poor's assigned its 'BB+'
preliminary rating to Boise Cascade Corp.'s (BB+/Stable/--)
$500 million shelf. Rating outlook is stable.

Standard & Poor's assigned its double-'B'-plus rating to Boise
Cascade Corp.'s $150 million 7.5% senior unsecured notes due
February 1, 2008. Proceeds from the issue will be used to pay
down debt and for general corporate purposes.


BOISE CASCADE: Taps Goldman Sachs to Aid in Reviewing Options
-------------------------------------------------------------
Boise Cascade Corporation (NYSE: BCC) (S&P, BB+ Corporate Credit
Rating) has reached a definitive agreement to acquire OfficeMax,
Inc., (NYSE: OMX) for approximately $1.154 billion, or $9.00 per
fully diluted share. The purchase price represents a 25% premium
over the OfficeMax closing price on July 11, 2003. Boise will pay
the purchase price in cash and common stock, using 30% cash and
70% common stock. Boise has the option of increasing the cash
component to 45% and decreasing the stock component to 55%, at its
discretion. This transaction has been unanimously approved by the
boards of directors of both companies and is subject to approval
by shareholders of both companies as well as regulatory
authorities. Boise expects to complete the transaction in fourth
quarter 2003.

Commenting on the transaction, Boise's chairman and chief
executive officer, George Harad, said: "Our acquisition of
OfficeMax represents a major step in the transformation of Boise's
office products distribution business and Boise as a whole.
Together, OfficeMax and Boise will be strategically stronger and
better able to deliver compelling value to office products
customers through all channels and across all segments of the
market.

"At the same time, the size and impact of this transaction offer
Boise the potential opportunity to enhance shareholder value by
actively evaluating strategic alternatives for our paper and
building products businesses. We have engaged Goldman, Sachs & Co.
to assist us in developing and implementing these alternatives and
expect to take appropriate steps over the 12 to 18 months
following the close of the OfficeMax transaction."

Christopher C. Milliken, division president and chief executive
officer of Boise Office Solutions, said, "We are delighted and
proud to welcome OfficeMax to our organization. Over the last
year, under a strong management team, OfficeMax has led the
industry in same-store sales growth, introduced new store formats,
and improved productivity and margins in its operations.
OfficeMax's proven retail expertise and powerful brand will fit
well with Boise Office Solutions' exceptional strength in the
contract customer segment."

Michael Feuer, OfficeMax's co-founder, chairman, and chief
executive officer, added, "Combining the strengths of OfficeMax
and Boise Office Solutions will generate strategic synergies
resulting in enhanced capabilities to better serve customers
across all channels from small business to large corporations."

Boise expects the transaction to contribute 15 cents to 30 cents,
before integration costs, to earnings per share in 2004, and the
contribution should increase in subsequent years. Including
integration costs, the impact of the transaction on 2004 earnings
should be approximately neutral.

Boise expects synergy benefits to reach approximately $160 million
when fully implemented. Synergies will come from purchasing
leverage due to increased scale, logistics, marketing, paper
sales, and administration.

Under the terms of the agreement, all of the issued and
outstanding shares of OfficeMax will be converted, at the election
of the holder, into either cash or Boise stock with a value of
$9.00 per share, subject to a collar mechanism. OfficeMax
shareholders' election of cash or stock will be pro rated, to the
extent necessary, so as to maintain the consideration mix selected
by Boise prior to the shareholder election. The exchange ratio for
OfficeMax shares to be converted into Boise stock will depend on
Boise's stock price during an averaging period shortly prior to
closing. If Boise's average stock price is between $21.09 and
$25.77, the exchange ratio shall be adjusted to deliver Boise
stock valued at $9.00 per share. If Boise's average stock price is
at or above $25.77, the exchange ratio shall be 0.3492 Boise share
per OfficeMax share. If Boise's average stock price is at or below
$21.09, the exchange ratio shall be 0.4268. If Boise elects to
increase the cash component, the value of the additional cash
consideration will be equal to the value of the stock
consideration replaced. Boise's election will not change the total
consideration otherwise payable to OfficeMax shareholders.

Boise has obtained committed financing from an affiliate of
Goldman, Sachs & Co., to fund the cash portion of the
consideration and to fund transaction costs.

OfficeMax serves its customers through nearly 1,000 superstores,
E-commerce websites, and direct-mail catalogs. The company,
headquartered in Cleveland, Ohio, has operations in the United
States, Canada, Puerto Rico, the U.S. Virgin Islands, and Mexico.
In addition to offering office products, business machines, and
related items, OfficeMax superstores feature CopyMax and
FurnitureMax, store-within-a-store modules devoted exclusively to
"print- for-pay" services and office furniture. The company also
reaches customers in the United States with an offering of over
40,000 items through its award winning E-commerce site,
OfficeMax.com, its direct-mail catalogs, and its outside sales
force, all of which are serviced by its three PowerMax
distribution facilities, 17 delivery centers, and two national
customer call and contact centers. OfficeMax reported sales of
$4.8 billion in 2002.

Boise, headquartered in Boise, Idaho, delivers office, building,
and paper solutions that help our customers to manage productive
offices and construct well-built homes -- two of the most
important activities in our society. Boise's 24,000 employees help
people work more efficiently, build more effectively, and create
new ways to meet business challenges. Boise owns or controls 2.4
million acres of timberlands, mostly in the U.S., and had sales of
$7.4 billion in 2002. Additional information about the company is
available from Boise's Web site at http://www.bc.com/

Boise Office Solutions, headquartered in Itasca, Illinois, is a
division of Boise and a premier multinational distributor of
office and technology products, office furniture, and paper. Boise
Office Solutions had 2002 sales of $3.5 billion, including more
than $1 billion of domestic E-commerce sales. Boise Office
Solutions serves customers ranging in size from small
organizations to multinational corporations through 63
distribution centers, two outbound sales centers, four customer
service centers, and over 100 retail stores in the United States,
Canada, Mexico, Australia, and New Zealand.

Boise Paper Solutions, headquartered in Boise, Idaho, is a
division of Boise and recorded 2002 sales of $1.9 billion. In
2002, Boise Paper Solutions manufactured 1.6 million tons of
office, printing, forms, and converting papers; 1.3 million tons
of newsprint; market pulp, and containerboard; and 4.6 billion
square feet of corrugated containers. The business operates five
pulp and paper mills, two paper converting facilities, six paper
distribution facilities, and five corrugated container plants in
the United States.

Boise Building Solutions, headquartered in Boise, Idaho, is a
division of Boise and manufactures plywood, oriented strand board,
lumber, particleboard, and engineered wood products at 25
manufacturing facilities in the United States, Canada, and Brazil.
The business also operates 28 facilities that distribute a broad
line of building materials, including wood products manufactured
by Boise, to retail lumber dealers, home centers specializing in
the do-it-yourself market, and industrial customers. Boise
Building Solutions posted manufacturing sales of $800 million and
distribution sales of $1.7 billion in 2002.


BOISE CASCADE: S&P Sees OfficeMax Deal will Increase Leverage
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+' corporate
credit rating on Boise Cascade Corp., a diversified forest
products manufacturer and distributor of office and building
products, on CreditWatch with negative implications following the
company's announcement that it has reached an agreement to acquire
office products retailer OfficeMax Inc. for $1.154 billion.

"Standard & Poor's believes expansion into the increasingly
competitive office superstore market is a risk for the company,"
said Standard & Poor's credit analyst Pamela Rice. OfficeMax has
improved its performance over the past few years, but most
operating and credit measures still lag behind those of its larger
competitors, Staples Inc. and Office Depot Inc. "In addition,"
said Ms. Rice, "although Boise expects to finance the transaction
using 70% equity and 30% cash, Standard & Poor's believes the
transaction will create a more highly leveraged capital structure,
when adjusting debt for OfficeMax's substantial operating leases."
Boise's total debt at March 31, 2003, including operating leases
and accounts receivable sold, was $2.2 billion.

Boise, based in Boise, Idaho, has expanded its office products
distribution business over the past few years through acquisitions
and internal initiatives, in part to mitigate the more cyclical
financial performance of its paper and wood products segments.

Standard & Poor's said that it will meet with Boise's management
shortly to discuss the company's strategic direction, potential
acquisition synergies, financial projections, capital structure,
and financing arrangements to determine the impact of this
transaction on the ratings on the company.


BRIGHTPOINT INC: Will Publish Second Quarter Results on July 28
---------------------------------------------------------------
Brightpoint, Inc. (NASDAQ:CELL) will announce its financial
results for the quarter ended June 30, 2003 on Monday, July 28,
2003 at approximately 4:00 p.m. EDT (New York time). At
approximately 5:15 p.m. EDT, following Brightpoint's Annual
Meeting of Stockholders, Brightpoint will conduct a conference
call and webcast of the stockholder presentation and its review of
the Company's operations and financial performance in the second
quarter. Representing Brightpoint will be Robert J. Laikin,
Chairman and Chief Executive Officer, J. Mark Howell, President,
and Frank Terence, Executive Vice President and Chief Financial
Officer. The Company will comment on both operations and financial
results and will answer participant's questions.

The live webcast of the conference call, including both audio and
slides, can be accessed through the Investors section of the
Company's Web site at http://www.brightpoint.com For those who
prefer to join the conference call telephonically, use the
following information and dial in several minutes prior to the
start of the call: U.S. toll-free dial-in number: 800-810-0924
International dial-in number: 913-981-4900

Following the live presentation, archives of the webcast will be
available through the Investors section of the Company's Web site
at http://www.brightpoint.comfor approximately one year.

Brightpoint is one of the world's largest distributors of mobile
phones. Brightpoint supports the global wireless
telecommunications and data industry, providing quickly deployed,
flexible and cost effective third party solutions. Brightpoint's
innovative services include distribution, channel management,
fulfillment, eBusiness solutions and other outsourced services
that integrate seamlessly with its customers. Additional
information about Brightpoint can be found on its Web site at
http://www.brightpoint.com

As reported in Troubled Company Reporter's April 11, 2003 edition,
Standard & Poor's Ratings Services revised its outlook on
Brightpoint Inc., to stable from negative. The outlook revision
reflects the company's improved profitability and financial
profile.

Standard & Poor's also affirmed its 'B' corporate credit rating
on this Indianapolis, Indiana-based distributor and provider of
value-added logistics services in the wireless communications
products distribution market. Total debt outstanding is about
$10 million.


BROADBANDNOW!: Sells All Assets to Interquest Communications
------------------------------------------------------------
Interquest Communications, a leading provider of broadband
Internet services to the multi-family real estate industry, and
one of the "Top 100" venture funded companies of 2002, according
to Venture Reporter, has purchased substantially all of the assets
of the BroadBandNow! Network.

BroadBandNow!, one of the last remaining first generation multi-
family high-speed Internet service providers, filed for Chapter 11
bankruptcy protection in February, 2003. The company provided
broadband services to approximately 80,000 apartment units at 220
properties located within Texas, Colorado, California and Oregon.
The acquisition will increase Interquest's reach to over 350
properties serving over 120,000 individual apartments, making it
one of the largest multi-family broadband ISP's in the country.

Interquest has successfully deployed its on-premise high-speed
Ethernet and DSL services in over 130 multi-family communities in
seven western states owned and operated by some of the nation's
largest property management firms since September 2001, when it
acquired assets of several other defunct service providers.

"We are very pleased with the opportunity to acquire these assets.
Through this strategic acquisition we will have gained a critical
mass of properties and subscribers well in advance of our
projected schedule. Overlaying our service and marketing approach
into these newly acquired properties offers a tremendous
opportunity to substantially increase our subscriber base. This
accelerates our business model by nearly two full years," stated
Glenn Meyer, Interquest CEO. "This gives us the kind of economies
of scale in each of the markets in which we operate that we had
envisioned at the outset. With scale comes efficiency, which is a
critical key to success in this business."

"Interquest has been, and continues to be an outstanding ISP for a
number of Camden communities. I have heard nothing but good things
from Camden residents regarding their service experience with
InterQuest," stated Greg McDonald, Director of Telecommunications
at Camden Property Trust. "I am excited about the new business
opportunities this merger will create for our two companies. Their
recent acquisition of Broadband Now will expand the competitive
environment to many more Camden communities."

"Interquest has once again demonstrated its vision and market
leadership by making this strategic acquisition," said Cliff
Higgerson, Partner at ComVentures. "We are confident that the
company is well positioned to achieve tremendous success and will
continue to provide their customers with superior service."

"We knew from day one that in order to build this company on the
schedule we had envisioned, we were going have to make strategic
acquisitions. This portfolio is an excellent fit for us, it is
completely within our existing footprint, we won't have to make
any significant changes to our network infrastructure, and our
existing back office capabilities can comfortably handle the
addition. Our biggest concerns are making sure the property
transitions are seamless, the management staffs are kept informed,
and most importantly, the customers experience an increased
service level. If our subscriber take rates in these new
properties follow the same path as our existing properties, we
will have a great platform on which to grow into more markets,"
stated Doug Woods, Interquest COO.

Interquest is a national leader in providing broadband Internet
services to the multi-family and condominium industry as well as
commercial office buildings. It was named by Venture Reporter as
one of the "Top 100 Venture Funded Companies of 2002." The company
is headquartered in Seattle, Washington and maintains a regional
office in Walnut Creek, California. For more information please
visit http://www.Interquest.net

Camden Property Trust is a real estate company engaged in the
ownership, development, acquisition, management and disposition of
multifamily apartment communities. Camden owns interests in and
operates 141 properties containing 50,398 apartment homes in the
Sunbelt and Midwestern markets from Florida to California. Upon
completion of four properties under development, the Company's
portfolio will increase to 51,882 apartment homes in 145
properties. For more information please visit
http://www.CamdenLiving.com

ComVentures, based in Palo Alto, California, is a venture capital
firm managing over $1.2 billion. ComVentures focuses its
investment expertise on pioneering, progressive companies that
capitalize on the constant drive to build next-generation network
infrastructure, software, and services. ComVentures consistently
uncovers groundbreaking communications technologies, helps lead
and grow its portfolio companies, and assists these companies in
deploying new technologies in an ever-changing marketplace. For
more information, visit http://www.comventures.com


CARAUSTAR INDUSTRIES: Q2 2003 Conference Call Slated for July 29
----------------------------------------------------------------
Caraustar Industries, Inc. (Nasdaq: CSAR) announces the following
Webcast:

What:  Caraustar Industries, Inc. Second Quarter 2003
       Conference Call

When:  07/29/03 at 11:00 a.m. Eastern

Where: http://www.caraustar.comand click on the "Investor
       Relations" page (and then proceed to the "Calendar" icon).
       or
     http://www.firstcallevents.com/service/ajwz384941151gf12.html

How:   Live over the Internet -- Simply log on to the web at the
       address above.

               Contact: Janice Kuntz
                        Investor Relations
                        404-352-2841

If you are unable to participate during the live webcast, the call
will be archived on the Web site at http://www.caraustar.com To
access the Web site replay, go to the "Investor Relations" page
and then proceed to the "Calendar" icon.

Caraustar, a recycled packaging company, is one of the largest and
most cost-effective manufacturers and converters of recycled
paperboard and packaging products in the United States. The
company has developed its leadership position in the industry
through diversification and integration from raw materials to
finished products. Caraustar serves the four principal recycled
paperboard product markets: tubes, cores and cans; folding cartons
and custom packaging; gypsum wallboard facing paper; and
miscellaneous "other specialty" and converted products.

As reported in Troubled Company Reporter's June 20, 2003 edition,
Standard & Poor's Ratings Services revised its outlook on recycled
paperboard producer Caraustar Industries Inc., to negative from
stable based on continuing credit measure weakness.

Standard & Poor's said that at the same time it affirmed its 'BB'
corporate credit rating on the Austell, Georgia-based company.
Caraustar's debt outstanding stood at $570 million at March 31,
2003.


CHARLES J. MILLER: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Charles J. Miller, Inc.
             3514 Basler Road
             Hampstead, Maryland 21074

Bankruptcy Case No.: 03-80504

Debtor affiliates filing separate chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Miller Asphalt Products, Inc.              03-80506

Chapter 11 Petition Date: July 14, 2003

Court: District of Maryland (Baltimore)

Judge: E. Stephen Derby

Debtor's Counsel: James A. Vidmar, Jr., Esq.
                  Linowes and Blocher, LLP
                  7200 Wisconsin Avenue
                  Suite 800
                  Bethesda, MD 20814-4842
                  Fax: (301) 961-5126

Estimated Assets: $10 Million to $50 Million

Estimated Debts: $10 Million to $50 Million

Debtors' 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Miller Asphalt Products, Inc.                       $2,102,255
3514 Basler Road
Hampstead, MD 21074

Redland Genstar, Inc.                               $1,230,391
d/b/a Lafarge
300 East Joppa Road, Suite 200
Towson, MD 21276

Belair Road Supply Co., Inc.                          $162,800

Belair Road Supply Co., Inc.                          $162,800

Rinker Materials                                      $159,804

Lehigh Cement Company                                 $130,243

Arundel Corp.                                         $113,917

Lafarge North America                                 $106,479

Venable, Baetjer and Howard, LLP                      $194,628

Highway and Safety Services, Inc.                      $86,440

Ameriast                                               $78,151

Alban Tractor Co., Inc.                                $72,285

W.F. Wilson and Sons, Inc.                             $64,641

Atlantic Concrete Products, Inc.                       $57,768

Hanson Pipe and Products, Inc.                         $45,821

Daniel Schuster, Inc.                                  $45,645

Baltimore Mack Trucks, Inc.                            $35,891

Carmeuse Lime, Inc.                                    $29,648

F.L. Cooke & Sons                                      $29,648

Carroll Land Services, Inc.                            $27,536


CHART IND.: Files Prepack. Plan & Disclosure Statement in Del.
--------------------------------------------------------------
Chart Industries, Inc., and its debtor-affiliates filed their
Prepackaged Reorganization Plan and and accompanying Disclosure
Statement with the U.S. Bankruptcy Court for the District of
Delaware.  Full-text copies of the documents are available for a
fee at:

  http://www.researcharchives.com/bin/download?id=030709230736

                           and

  http://www.researcharchives.com/bin/download?id=030709230444

The Debtors report that in the first quarter of 2003, they and
JPMorgan Chase Bank and JPMorgan Securities, Inc., the Prepetition
Lenders, began to negotiate the terms of a settlement and
restructuring of the senior secured claims arising under the
Prepetition Credit Facilities.

The Parties now determined to reach a definitive agreement on the
terms of the parties' settlement intended to be implemented
through a prepackaged chapter 11 plan of reorganization.

The Plan provides for the restructuring of the Debtors'
liabilities to the Prepetition Lenders and other creditors in a
manner designed to maximize available recoveries to various
creditors and equity holders, protect and preserve the going
concern value of the Debtors' businesses, and deleverage and
enhance the financial viability of the reorganized Debtors on a
consensual basis.

Among other things, the pre-packaged Plan contemplates:

     -- payment of general unsecured creditors in full, with the
        exception of certain intercompany claims;

     -- restructuring of the Debtors' indebtedness to the
        Prepetition Lenders under the Prepetition Credit
        Facilities into a $120 million term loan under a new
        term credit agreement;

     -- issuance to the Prepetition Lenders of 5,059,064 shares
        of new common stock in reorganized Chart, representing
        950 of the new common stock to be issued upon
        consummation of the Plan;

     -- issuance to the existing holders of Chart's common stock
        of 266,267 shares of new common stock in reorganized
        Chart, representing 50 of the new common stock to be
        issued upon consummation of the Plan;

     -- issuance to the existing holders of Chart's common stock
        of warrants to purchase 280,281 shares of new common
        stock in reorganized Chart (subject to adjustment under
        the anti-dilution provisions of the warrants);

     -- provision by certain of the Prepetition Lenders of a $40
        million DIP credit facility that will be amended and
        restated on the effective date of the Plan as a $40
        million exit revolving credit facility;

     -- cancellation of all existing equity interests in the
        Debtors and issuance of new equity interests in Chart's
        subsidiaries to maintain the Debtors' corporate
        organizational structure substantially as such structure
        existed on the Petition Date; and

     -- discharge of intercompany claims against the Debtors by
        certain of their non-Debtor, foreign affiliates which
        will not operate as components of the reorganized
        Debtors' global business enterprise.

The Plan provides for the summary of classification and treatment
of claims and interests.  The Plan does not provide for
substantive consolidation of the Debtors' Estates. A Claim or
Interest is placed in a particular Class only to the extent that
it falls within the description of that Class, and is classified
in other Classes to the extent that any portion falls within the
description of other Classes.  Specifically, the Plan groups the
claims against its estates into 7 classes and 3 interests:

Class  Description              Impairment   Voting Status
-----  -----------              ----------   -------------
1      Other Priority Claims    Unimpaired   Deemed to have
                                             accepted the Plan
                                             and not entitled to
                                             vote

2      Senior Lender Claims     Impaired     Entitled to vote

3      Other Secured Claims     Unimpaired   Deemed to have
                                             accepted the Plan
                                             and not entitled to
                                             vote

4      General Unsecured        Unimpaired   Deemed to have
       Claims                                accepted the Plan
                                             and not entitled to
                                             vote

5      Unimpaired Intercompany  Unimpaired   Deemed to have
       Claims                                accepted the Plan
                                             and not entitled to
                                             vote

6     Impaired Intercompany     Impaired     Deemed to have
      Claims                                 rejected the Plan
                                             and not entitled to
                                             vote

7     Old Chart Common Stock    Impaired     If the Bankruptcy
      Interests                              Court enters the
                                             Solicitation Order,
                                             Class 7 will be
                                             deemed to have
                                             rejected the Plan
                                             and, therefore, not
                                             be entitled to vote

8     Old Subsidiary Equity    Impaired      Deemed to have
      Interests                              rejected the Plan
                                             and not entitled to
                                             vote

9     Other Equity Interests   Impaired      Deemed to have
                                             rejected the Plan
                                             and not entitled to
                                             vote

10    Subordinated Claims      Impaired      Deemed to have
                                             rejected the Plan
                                             and not entitled to
                                             vote

Chart Industries, Inc., headquartered in Cleveland, Ohio, are
suppliers of standard and custom-engineered products and systems
serving a wide variety of low-temperature and cryogenic
operations. The Company filed for chapter 11 protection on July 8,
2003 (Bankr. Del. Case No. 03-12114).  Mark S. Chehi, Esq., at
Skadden, Arps, Slate, Meagher & Flom represents the Debtors in
their restructuring efforts.  When the Company filed for
protection from its creditors, it listed $268,082,000 in total
assets and $361,228,000 in total debts.


CHARTER COMMS: S&P Further Junks Corporate Credit Rating to CC
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Charter Communications Inc. to 'CC' from 'CCC+', and
lowered the senior debt rating to 'C' from 'CCC-'.

All ratings on Charter remain on CreditWatch with negative
implications, where they were initially placed on Aug. 20, 2002,
because of concern surrounding a federal grand jury investigation
into the company's accounting practices. The investigation, as
well as a subsequent SEC probe, are unresolved.

Standard & Poor's is lowering its ratings on the company after
Charter's announcement that it is offering $900 million cash for
$1.1 billion in convertible senior notes maturing in 2005 and
2006. Although the deal modestly eases financial pressure by
reducing near-term debt maturities, Standard & Poor's is concerned
that the transaction impairs recovery prospects by noteholders,
who must choose between accepting less than the bond face amount
and foregoing an attractive interest rate, or risk a future
potential default of a debt issue maturing in the relatively near
term.

The tender offers are predicated on Charter's issuance of $1.7
billion in 10-year senior notes at two new subsidiaries of Charter
Communications Holdings LLC. The new issues will create about $900
million in incremental debt structurally senior to any debt not
tendered, including $276.5 million for which Charter is not
soliciting tenders. The additional debt also reduces the company's
financial flexibility, because it is being issued as a permitted
incurrence under terms described in Charter Communications
oldings' debt indenture agreements, and is not subject to a 8.75x
debt to EBITDA incurrence test in the agreement-a test with which
the company was not in compliance at the end of the first quarter
of 2003.

"Upon completion of the convertible debt tender offer, which
Standard & Poor's views as tantamount to a default on the original
debt issue terms, the corporate credit rating on Charter
Communications Inc. will be lowered to 'SD', designating a
selective default, and the rating on the convertible issues will
be lowered to 'D'," said Standard & Poor's credit analyst Eric
Geil. "Subsequently, the corporate credit rating and senior debt
ratings on non-tendered debt will likely be reassigned at 'CCC+'
and 'CCC-', respectively."

Charter is also offering about $230 million cash for $285 million
in face amount of various longer dated notes issued by Charter
Communications Holdings LLC. Standard & Poor's does not believe
that the recovery prospects on these longer dated notes will be
impaired, because of the relatively long time frame for repayment
compared with the shorter term convertible debt. In addition,
about $500 million of subsidiary bank debt will be repaid with the
debt offering, which should modestly reduce pressure from
tightening covenants and rising amortization payments.


CKE RESTAURANTS: S&P Affirms B Rating & Revises Outlook to Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on CKE
Restaurants Inc. to negative from stable and affirmed its 'B'
corporate credit rating on the company.

Santa Barbara, California-based CKE is an operator and franchisor
of quick-service restaurants, operating primarily under the Carl's
Jr. and Hardee's brand names.

"The outlook revision is based on the refinancing risk facing the
company compounded by the risks of its menu conversion at its
Hardee's brand to premium products, and financial difficulties
some of its franchisees are experiencing," said credit analyst
Robert Lichtenstein.

The company's $100 million revolving credit facility matures in
December 2003. It is extendable to November 2006, provided that
the company is able to refinance its $122 million convertible
subordinated notes that mature in March 2004. At the same time,
CKE is attempting to revitalize Hardee's by changing its menu to
one that emphasizes premium products. Although this strategy, if
successful, could enhance long-term profit, in the near term it
increases the company's business risk. Currently profitability is
being negatively affected by the transition. Moreover, some of
Hardee's franchisees are experiencing financial difficulties
reducing the company's franchise income.

The company is highly leveraged with total debt to EBITDA of 5.5x
for the 12 months ended May 19, 2003. Cash flow protection
measures are weak, with EBITDA coverage of interest expense at
1.8x for the 12 months ended May 19, 2003. Because of high
leverage, cash flow protection measure could quickly diminish if
operating performance continues to decline.

Free operating cash flow was negative $17.4 million in 2002.
Standard & Poor's expects that operating cash flow, cash balances,
and availability on its revolving credit facility will be adequate
to service CKE's debt and fund its capital expenditures provided
that the company refinances its credit facility.


COEUR D'ALENE MINES: Further Cuts Convertible Debt by $34 Mill.
---------------------------------------------------------------
Coeur d'Alene Mines Corporation (NYSE: CDE), the world's largest
primary silver producer, has reduced the Company's outstanding
convertible indebtedness by an additional $34 million. That amount
represents a 66% reduction in Company-wide debt since the end of
the first quarter of 2003. After these recent debt reductions, the
Company's convertible indebtedness due in December 2003 and 2004
totals $15.2 million. Coeur's cash and cash equivalents as of
June 30, 2003 was $19.8 million.

Since the beginning of 1998, Coeur's total debenture indebtedness
has been reduced from $288.6 million to the current $28.9 million.

"Coeur is pleased to announce additional meaningful reductions in
the Company's remaining indebtedness, further strengthening our
balance sheet and essentially completing the major restructuring
begun five years ago," said Dennis E. Wheeler, Chairman and Chief
Executive Officer. "The timing of this debt reduction is also
beneficial to current shareholders since Coeur is issuing less
shares now than if the convertible notes had been held to full
maturity.

"Meanwhile, our cash position remains strong, with nearly $20
million of cash and equivalents as of the end of June. This allows
us to aggressively pursue our growth strategy, led by Coeur's new
generation of high grade/low cost mines in South America, which
have combined to fuel our production growth, lower cash costs, and
significantly improve Coeur's cash-flow profile," Mr. Wheeler
added.

The transactions involved the conversion of 27.5 million shares of
common stock for $32.6 million principal amount of the Company's
9% Senior Subordinated Notes due February 2007. The exchange of
the 9% Senior Subordinated Notes resulted in a 1.1 million share
reduction in the number of shares that would have been issued had
the Notes been outstanding until maturity. In addition, the
Company exchanged .4 million shares of common stock for $0.5
million principal amount of 6.375% Convertible Subordinated
Debentures due January 2004, and the exchange of .6 million shares
of common stock for $0.8 million principal amount of 7.25%
Convertible Subordinated Debentures due October 2005 in privately
negotiated transactions.

After taking these exchanges and other recent conversions into
account, Coeur now has approximately 178.6 million shares
outstanding. Additional information will be presented in a Current
Report on Form 8-K to be filed by Coeur with the SEC.

Coeur d'Alene Mines Corporation is the world's largest primary
silver producer, as well as a significant, low-cost producer of
gold. The Company has mining interests in Nevada, Idaho, Alaska,
Argentina, Chile and Bolivia.

                          *    *    *

                   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."


COM21 INC: Files for Chapter 11 Protection in N.D. of California
----------------------------------------------------------------
Com21, Inc. (OTC Bulletin Board: CMTO), has voluntarily filed for
protection under Chapter 11 of the U.S. Bankruptcy Code with the
U.S. Bankruptcy Court for the Northern District of California.

The Company intends to utilize the Chapter 11 process to
restructure the Company and plans to sell certain key assets
including the DOCSIS CMTS product line and Com21's Irish
subsidiary to ARRIS International, while retaining selected
employees to facilitate the sale of those assets.

In accordance with all applicable laws, vendors and suppliers who
provided goods and services before today's filing may have pre-
petition claims, which will be frozen pending court authorization
of payment.

Since its founding in 1992, Com21, Inc. -- http://www.com21.com--
became a global supplier of system solutions for the broadband
access market. The company's DOCSIS, EuroDOCSIS, and ATM-based
products have enabled cable operators and service providers to
deliver high-speed, cost-effective Internet, telephony, and video
applications to corporate telecommuters, small businesses, home
offices, and residential users. Com21 has shipped over two million
cable modems and over 2,000 headend controllers worldwide.


COM21 INC: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Com21, Inc.
        750 Tasman Drive
        Milpitas, California 95035

Bankruptcy Case No.: 03-54533

Type of Business: Global supplier of system solutions for the
                  broadband access market

Chapter 11 Petition Date: July 15, 2003

Court: Northern District of California (San Jose)

Judge: Marilyn Morgan

Debtors' Counsel: David S. Caplan, Esq.
                  Law Offices of Brooks and Raub
                  721 Colorado Ave. #101
                  Palo Alto, CA 94303-3913
                  Tel: (650) 321-1400

Total Assets: $18,305,000 (as of March 31, 2003)

Total Debts: $30,535,000 (as of March 31, 2003)


EL PASO ELECTRIC: Will Publish Second Quarter Results on July 28
----------------------------------------------------------------
El Paso Electric (NYSE: EE) expects to release second quarter
earnings on the morning of July 28, 2003.  El Paso Electric will
host a conference call about the Second Quarter Earnings Release:

     Date:               July 28, 2003
     Time:               2:00 p.m. MT (4:00 ET)
     Dial in #:          877-915-2768
     Passcode:           2003
     Conference Leader:  Terry Bassham

     Replay #:           800-337-4108         No passcode required
                                              Replay through
                                              August 11, 2003

The conference call will be webcast live on EPE's website and
StreetEvents.com .  A replay of the webcast will be available one
hour after the call.

    Webcast Address:    http://www.epelectric.com
                        http://www.streetevents.com

El Paso Electric is a regional electric utility providing
generation, transmission and distribution service to approximately
320,000 retail customers in a 10,000 square mile area of the Rio
Grande valley in west Texas and southern New Mexico, including
wholesale customers in New Mexico, Texas and Mexico.  EPE has a
net installed generating capacity of approximately 1,500 MW.
EPE's common stock trades on the New York Stock Exchange under the
symbol EE.

As reported in Troubled Company Reporter's April 28, 2003 edition,
Fitch Ratings withdrew the ratings of El Paso Electric Company. At
the time of withdrawal, the ratings were as listed below, and the
Rating Outlook was Stable.

         -- First mortgage bonds 'BBB-';

         -- Unsecured pollution control revenue bonds 'BB+'.


ENRON CORP: Court Approves Proposed Buernegia Bidding Protocol
--------------------------------------------------------------
Pursuant to the proposed sale of their Buenergia Interests to
Extremedura, Enron Corporation and its debtor-affiliates sought
and obtained a Court order:

    (a) scheduling an Auction on July 29, 2003 at which the Enron
        Parties will solicit bids for the Assets;

    (b) approving certain Bidding Procedures;

    (c) scheduling July 31, 2003 at 10:00 a.m. as the date and
        time for the Sale Hearing to approve the sale of the
        Assets to Extremedura or the winning bidder at the
        Auction; and

    (e) setting July 25, 2003 at 5:00 p.m. as the date and time
        for the deadline to file objections to the Sale Motion.

Martin A. Sosland, Esq., at Weil, Gotshal & Manges LLP, in New
York, contends that a competitive bidding process will maximize
the value of the Assets for the benefit of the Debtors, their
creditors and their Chapter 11 estates.

A. Auction Date and Time

    The Enron Parties are authorized to conduct the Auction for
    the sale of the Assets at the offices of Weil, Gotshal &
    Manges LLP, 767 Fifth Avenue, New York, New York 10153, on
    July 29, 2003, at 10:00 a.m. or at other time and date as the
    Enron Parties may determine, upon prior consultation with the
    Creditors' Committee.  The Auction may be adjourned as the
    Enron Parties, upon consultation with the Creditors'
    Committee, deem appropriate.  Reasonable notice of the
    adjournment and the time and place for the resumption of the
    Auction will be given to Extremedura, all entities submitting
    Competing Bids, and the Creditors' Committee.

B. Competing Bids

    Any entity that wishes to make a bid for the Assets must
    provide the Enron Parties with sufficient and adequate
    information to demonstrate, to the sole and absolute
    satisfaction of the Enron Parties, upon consultation with the
    Creditors' Committee, that the bidder has the financial
    wherewithal and ability to consummate the transactions
    contemplated in the purchase agreement submitted with the
    Competing Bid including evidence of adequate financing, and
    including, without limitation, a parent guaranty, if deemed
    appropriate, in a form agreed upon by the Enron Parties, in
    consultation with the Creditors' Committee.

C. Due Diligence and Questions Prior to Submitting Bids

    To conduct due diligence regarding the Assets, parties may
    contact:

           Stefan Feuerabendt
           Managing Director
           The Blackstone Group L.P.
           345 Park Avenue
           New York, New York 10154
           Telephone 212-583-5866
           Facsimile 212-583-5707
           Email feuerabendt@blackstone.com

    for the due diligence procedures.

    Before a party will be allowed to conduct due diligence, if
    not previously executed, they must execute the Confidentiality
    Agreement.

D. Bid Requirements

    The Enron Parties, upon consultation with the Creditors'
    Committee, will entertain bids that are on substantially the
    same terms and conditions as those terms set forth in the
    Purchase Agreement.

    Each Competing Bid must be accompanied by a cash deposit at
    Least equal to 10% of the bidder's proposed Preliminary
    Purchase Price -- the Earnest Money Deposit.

    Prior to the Bid Deadline, the Earnest Money Deposit is to be
    delivered to the Enron Parties by wire or cashier's check to
    Enron's lawyers at Weil Gotshal.

    If a bidder, other than Extremedura, is a Winning Bidder, then
    immediately upon execution of a purchase agreement by the
    Enron Parties and that bidder after the Auction, the Winning
    Bidder will direct Weil Gotshal & Manges to transfer the
    Earnest Money Deposit into an escrow account as required by
    the purchase agreement.

    Competing Bids must be:

    (a) in writing,

    (b) signed by an individual authorized to bind the prospective
        purchaser, and

    (c) received no later than 12:00 p.m. noon (New York Time) on
        July 23, 2003 by:

          (i) The Blackstone Group L.P., 345 Park Avenue, New
              York, New York 10154, 212-583-5866; Facsimile
              212-583-5707; E-mail: feuerabendt@blackstone.com
              financial advisors to the Enron Parties;

         (ii) Weil, Gotshal & Manges LLP, 200 Crescent Court,
              Suite 300, Dallas, Texas 75201, Attention: Martin
              A. Sosland, Esq. E-mail martin.sosland@weil.com
              Facsimile: 214-746-7777), Attorneys for the Enron
              Parties;

        (iii) Squire, Sanders & Dempsey L.L.P., 312 Walnut St.,
              Suite 3500, Cincinnati, OH 45202-4036, Attention:
              Stephen D. Lerner, Esq. E-mail: slerner@ssd.com and
              Facsimile: 513-361-1201, Attorneys for the
              Creditors' Committee; and

         (iv) Akin Gump Strauss Hauer & Feld LLP, 711 Louisiana
              Street, Suite 1900, Houston, Texas 77002, Attn: L.
              Todd Gremillion, Esq. E-mail:
              tgremillion@akingump.com and Facsimile 713-236-0822,
              Attorneys for Extremedura.

    Any Competing Bid must be presented under a contract
    substantially similar to the Purchase Agreement marked to
    show any modifications made to the Purchase Agreement,
    including the amount of consideration, name of purchaser, and
    other conforming changes that must be made to reflect the
    purchaser and its bid, and the bid must not be subject to due
    diligence review, board approval obtaining financing, or the
    receipt of any non-governmental consents not otherwise
    required by the Purchase Agreement.

    A Competing Bid for the Assets must contain an initial
    overbid that is at least $10,000,000 greater than the
    $130,000,000 Preliminary Purchase Price.

    Parties not submitting Competing Bids by the Bid Deadline may
    not be permitted to participate at the Auction.

    All bids for the purchase of the Assets will be subject to
    Bankruptcy Court approval.

    The Enron Parties will, after the Bid Deadline and prior to
    the Auction, upon consultation with the Creditors' Committee:

      (i) evaluate all Competing Bids received,

     (ii) invite certain parties to participate in the Auction,
          and

    (iii) determine which Competing Bid reflects the highest or
          best offer.

    During the Auction, the Enron Parties will inform each bidder
    which Competing Bid reflects the highest or best offer.

    The Enron Parties, in their business judgment and sole
    absolute discretion, in consultation with the Creditors'
    Committee, may reject any Competing Bid not in conformity
    with the requirements of the Bankruptcy Code, the Bankruptcy
    Rules, the Local Rules of the Court, this Procedures Order or
    that is contrary to the best interests of the Enron Parties or
    their estates or creditors.

    All Competing Bids, the Auction, and the Bidding Procedures
    are subject to other terms and conditions as are announced by
    the Enron Parties, in consultation with the Creditors'
    Committee, to the extent the same are not inconsistent with
    the terms of the Bidding Procedures Order.  The Bidding
    Procedures may be modified by the Enron Parties, in
    consultation with the Creditors' Committee, as may be
    determined to be in the best interests of the Enron Parties'
    estates or creditors to the extent the same are not
    inconsistent with the terms of the Bidding Procedures Order.

E. Subsequent Bidding at the Auction

    Subsequent bids at the Auction, including those of
    Extremedura, must be in increments of at least $2,000,000.
    If Extremedura is the Winning Bidder by virtue of a subsequent
    bid in an amount that exceeds the Preliminary Purchase Price
    plus the Initial Overbid, it will be entitled to a credit
    against the Purchase Price at Closing equal to the $8,000,000
    Break-Up Fee that will not be required to be paid by LNG
    Power.

F. Irrevocability of Bids

    The Winning Bidder's bid will remain irrevocable in accordance
    with the terms of the purchase agreement executed by the
    Winning Bidder.  The bid of the bidder that submits the next
    highest or best bid will be irrevocable until the earlier to
    occur of:

     (i) the Asset Sale closing, and

    (ii) 30 days after the last Auction date; provided, however,
         if Extremedura is the Back-up Bidder, then its highest
         or best bid will remain irrevocable only to the extent
         provided in the Purchase Agreement.

    If Extremedura is neither the Winning Bidder nor the Back-up
    Bidder, then the highest or best bid Extremedura submitted
    will, in addition to the bids of the Winning Bidder and the
    Back-up Bidder, remain irrevocable only to the limited extent
    provided in the Purchase Agreement.

G. Retention of Deposits

    The Winning Bidder's Earnest Money Deposit will be retained
    by the Enron Parties in accordance with the terms of the
    purchase agreement executed by the Winning Bidder.  The
    Earnest Money Deposit of the Back-up Bidder will be retained
    by the Enron Parties until the earlier to occur of:

     (i) the Assets Sale closing; and

    (ii) 30 days after the last Auction date; provided, however,
         if Extremedura is the Back-up Bidder, then the Enron
         Parties will retain the Deposit in accordance with the
         Purchase Agreement terms.

    If Extremedura is neither the Winning Bidder nor the Back-up
    Bidder, then, in addition to the retention of the Earnest
    Money Deposits of the Winning Bidder and the Back-up Bidder,
    the Enron Parties will retain Extremedura's Deposit in
    accordance with the terms of the Purchase Agreement.

H. Failure to Close

    In the event a bidder other than Extremedura is the Winning
    Bidder, and that Winning Bidder fails to consummate the
    proposed transaction by the closing date contemplated in the
    purchase agreement agreed to by the parties for any reason,
    the Enron Parties:

     (i) will retain the Earnest Money Deposit of that bidder to
         the extent provided in the purchase agreement, and
         reserve the right to pursue all available remedies,
         whether legal or equitable, available to them, and

    (ii) upon consultation with the Creditors' Committee, will be
         free to consummate the proposed transaction with the
         next highest bidder at the highest price bid by that
         bidder at the Auction without the need for an additional
         Court hearing or order.

    In the event that Extremedura is the Winning Bidder and
    breaches any obligations under the Purchase Agreement, any
    rights and remedies of the Enron Parties will be governed by
    the terms of the Purchase Agreement.

I. Non-Conforming Bids

    The Enron Parties, in consultation with the Creditors'
    Committee, will have the right to entertain non-conforming
    bids; including without limitation, bids for less than all of
    the Assets covered by the Purchase Agreement.

J. Expenses

    Any bidders, including Extremedura, presenting bids will bear
    their own expenses in connection with the sale of the Assets,
    whether or not the sale is ultimately approved.

In the event Extremedura becomes entitled to the $8,000,000
Break-Up Fee, Mr. Sosland informs Judge Gonzalez that the fee
will be paid directly from the proceeds LNG Power will receive
from the Winning Bidder prior to any distribution or allocation
of the sale proceeds to any other party, including, but not
limited to, Enron or LNG Power's affiliates.

                          Notice Procedure

The Debtors will send a notice of the Sale to:

    (a) all known persons holding a claim, lien or other
        interests in the Assets;

    (b) all non-debtor contracting parties to the contracts at
        issue;

    (c) all parties known to the Enron Parties to be affected by
        the relief requested;

    (d) all parties who submitted a prior bid for the Assets; and

    (e) any party who has expressed in writing to the Enron
        Parties an interest in the Assets. (Enron Bankruptcy News,
        Issue No. 73; Bankruptcy Creditors' Service, Inc.,
        609/392-0900)


FAIRFAX FINANCIAL: Completes U.S. Private Convertible Debt Issue
----------------------------------------------------------------
Fairfax Financial Holdings Limited has completed its previously
announced offering of US$150 million of 5% convertible senior
debentures due July 15, 2023 at an issue price of 100%. This
amount does not include a 30-day option granted to the initial
purchasers to acquire up to US$50 million of additional
debentures. The debentures were sold on a private placement basis
in the United States in reliance upon Rule 144A of the U.S.
Securities Act of 1933.

These debentures and the subordinate voting shares issuable upon
conversion will not be registered under the U.S. Securities Act of
1933 or any state securities laws and may not be offered or sold
in the United States absent an exemption from, or in a transaction
not subject to, the registration requirements of the U.S.
Securities Act of 1933 and any applicable state securities laws.
The debentures and the subordinate voting shares issuable upon
conversion will not be qualified for sale under the securities
laws of any province or territory of Canada and are not being
offered for sale in Canada or to any resident of Canada, or to or
for the account of any resident of Canada, except in accordance
with applicable Canadian securities laws.

Fairfax Financial Holdings Limited is a financial services holding
company which, through its subsidiaries, is engaged in property,
casualty and life insurance and reinsurance, investment management
and insurance claims management.

As reported in Troubled Company Reporter's April 1, 2003 edition,
Fitch Ratings downgraded the ratings of Fairfax Financial Holdings
Ltd. and most of its insurance company subsidiaries and affiliates
and removed the ratings from Rating Watch Negative. Included was a
downgrade of Fairfax's senior debt and long-term issuer ratings to
'B+' from 'BB'. The Rating Outlook is Negative.

These actions reflect Fitch's view that Fairfax has become
increasingly challenged over the past few years in its ability to
meet its considerable holding company debt obligations, and that
the margin of safety, at least in the near-to-intermediate term,
is inconsistent with the prior ratings level.


FLEMING COS. Pacific Exchange Delists Shares Effective July 11
--------------------------------------------------------------
The Securities and Exchange Commission approved Pacific Exchange
Inc.'s application to strike from listing and registration
Fleming Companies Inc.'s common stock, $2.50 par value, effective
at the opening of business on July 11, 2003.

Pacific Exchange believes that Fleming's Security does not
qualify for continued listing and registration.  According to
quote statistics on April 2, 2003, Fleming's closing share bid
price was $0.26 per share, as reported by Bloomberg.

As a matter of policy, PCXE Rule 5.5 states that when a listed
company fails to meet any of the listing maintenance requirements
and has more than one class of securities listed, Pacific
Exchange will give consideration to delisting all such classes.
However, the Exchange may continue the listing of one class of
securities regardless of its decision to delist another class.
The securities of a company will be subject to suspension or
withdrawal from listing and registration as a listed issue of the
Exchange finds that a listed company fails to meet the
maintenance requirements or fails to comply with its listing
policies or agreements.

Pacific Exchange will consider delisting a company's common
stock, if these requirements are not met:

   -- At least 300,000 publicly held shares and at least $500,000
      in market value;

   -- 250 public beneficial holders;

   -- At least $500,000 in total net tangible or at least
      $2,000,000 in net worth; and

   -- At least $1 in share bid price.

On April 3, 2003, Pacific Exchange advised Fleming by letter of
its non-compliance with the maintenance requirements for share
bid price.  Pacific Exchange offered Fleming an opportunity to
submit any further information for the Exchange to review on
April 17, 2003 and briefly explained the initial delisting
procedures.

At a meeting held on April 17, 2003, Pacific Exchange reviewed
Fleming's eligibility for continued listing.  Based on Fleming's
failure to submit a remediation plan for the Exchange's review
and the $0.26 per share bid price, Pacific Exchange decided to
delist the common stock.  By allowing time to elapse, Fleming
waived its right to a hearing.

The SEC granted Pacific Exchange's application in view of "public
interest and protection of investors." (Fleming Bankruptcy News,
Issue No. 9; Bankruptcy Creditors' Service, Inc., 609/392-0900)


GAUNTLET ENERGY: Hires FirstEnergy Capital for Financial Advice
---------------------------------------------------------------
Gauntlet Energy Corporation has engaged FirstEnergy Capital Corp.,
s exclusive financial advisor to the Special Committee of the
Board of Directors in connection with its previously announced
process to develop a financial restructuring plan under the
Companies' Creditors Arrangement Act.


GENESIS HEALTH: Inks Restructuring Agreement with ElderTrust
------------------------------------------------------------
ElderTrust (NYSE:ETT), an equity healthcare REIT, has entered into
a non-binding letter of intent with Genesis Health Ventures, Inc.
(NASDAQ:GHVI). As has been previously announced, Genesis intends
to spin-off its ElderCare division which will be known as Genesis
HealthCare Corporation. Operations of ElderTrust assets that are
leased to Genesis would be spun off to HealthCare as part of the
transaction and, as a result, ElderTrust has certain approval
rights with respect to the Spin-Off. The Agreement sets forth the
proposed terms of the restructuring of the Company's current
transactions with Genesis and approval of the Spin-Off. The
Agreement also addresses assets currently leased by the Company to
Crozer/Genesis ElderCare Limited Partnership and Genesis Eldercare
Partnership of New England, L.P. ("NDNE").

Under the terms of the Agreement, and exclusive of the NDNE
transaction:

-- Six properties, including the Harston property currently leased
   to Crozer, would be sold to HealthCare;

-- HealthCare will replace the Company as primary lessee on seven
   properties currently subleased to Genesis and accounted for by
   the Company as capital leases;

-- The three remaining properties currently leased to Crozer would
   be leased to, and these leases would be guaranteed by,
   HealthCare;

-- Rents on three properties would be reduced in exchange for a
   cash payment; and,

-- The Company would agree to a change of the guarantor from
   Genesis to HealthCare and to make other modifications to the
   leases affecting this change.

Total consideration for the above transactions, exclusive of the
NDNE transaction, would be approximately $132.1 million, of which
approximately $49.2 million would be paid in cash and $82.9
million through the assumption of existing debt and capitalized
lease obligations. Of these amounts, $5 million would be allocable
to the guarantor change and related lease modifications.
Subsequent to the transactions, and on a preliminary pro forma
basis, the Company would have total assets of $208.3 million of
which $41.5 million, or $5.15 per diluted share, would consist of
unrestricted cash.

The parties have agreed to complete the proposed transactions as
soon as possible but in any event no later than December 31, 2003.

The Company is filing a Current Report on Form 8-K with the SEC
concurrent with this press release that contains a more detailed
description of the transactions and preliminary pro forma
financial information and preliminary funds from operations
information giving effect to the proposed transactions, exclusive
of the NDNE transaction. The Form 8-K can also be found under the
"Documents" tab at http://www.eldertrust.com Additional
information will be provided on the NDNE transaction, if
consummated, at a future date.

Because the transactions are subject to conditions precedent,
including negotiation and execution of definitive documentation
for the transactions and final board and lender approvals for each
party to the transactions, there can be no assurance that the
transactions contemplated by the Agreement will be completed as
proposed.

In addition, the Company noted that the $14.3 million mortgage
loan secured by the Harston Hall and Pennsburg properties had been
extended to August 10, 2003. The Company also noted that on
July 2, 2003, the loan was sold. Based on preliminary discussions
with the new lender, the new lender has indicated a willingness to
settle the loan for $11.5 million.

Due to the timing of the Harston/Pennsburg transaction, the
Company will record an impairment loss of approximately $2.0
million on the Harston property during the quarter ended June 30,
2003. The remaining impact of this transaction will be recorded in
future quarters as either the transaction becomes more definitive
or it closes, as required under generally accepted accounting
principles.

Finally, the Company announced that it does not currently
anticipate changing its dividend policy as a result of these
transactions. The Company currently distributes $0.64 per common
share annually, or $0.16 per share per quarter.

Commenting on the proposed transactions, D. Lee McCreary, Jr.,
ElderTrust's President and Chief Executive Officer, said, "Since
going public in January 1998, we have had to address the Medicare
Prospective Payment System, overbuilding in the assisted living
facility industry, the Florida professional liability situation
and the bankruptcy by Genesis, our most significant tenant. These
events left the Company with an over-levered balance sheet and
assets whose performance is not what they once were or were hoped
to be. When completed, the proposed transactions with Genesis will
significantly de-lever our balance sheet and we believe will put
the Company in a stronger position from which to move forward."

Michael Walker, Chairman of ElderTrust, stated, "From the
beginning, our goal has been to create shareholder value. We
believe that when completed the proposed transactions with Genesis
not only will increase shareholder value but will provide a strong
foundation from which we can pursue future opportunities."

ElderTrust is a real estate investment trust that invests in real
estate properties used in the healthcare services industry,
principally along the East Coast of the United States. Since
commencing operations in January 1998, the Company has acquired
interests in 31 properties.

For more information on ElderTrust visit ElderTrust's Web site at
http://www.eldertrust.com


GENUITY INC: Court Approves Kirkland & Ellis as Special Counsel
---------------------------------------------------------------
Genuity Inc., and its debtor-affiliates obtained permission from
the Court to employ the firm of Kirkland & Ellis, as of the
Petition Date, to represent them as their Special Counsel in
connection with their Chapter 11 cases.

Since June 2000, Kirkland & Ellis has performed extensive legal
work for the Debtors in connection with certain litigation
matters.  As a result of representing the Debtors on these
matters, Kirkland & Ellis has acquired extensive knowledge of
the Debtors and their businesses.

Kirkland & Ellis will continue to render various services to the
Debtors regarding certain matters that have been pending since
before the Petition Date and that continue to be active, as well
as proofs of claim and disputes as to cure amounts in the
Genuity case that overlap with prepetition litigation,
including:

    A. 360 Networks Bankruptcy: Kirkland & Ellis is representing
       Genuity as a creditor in the 360 Networks bankruptcy
       proceedings.

    B. Netnitco Service Agreement: Kirkland & Ellis is
       representing Genuity in the enforcement of a service
       agreement with Netnitco through negotiation and, if
       necessary, through litigation.

    C. Global Crossing: Kirkland & Ellis is representing Genuity
       as a creditor in the Global Crossing Ltd. bankruptcy
       proceedings pending in the United States Bankruptcy Court
       for the Southern District of New York.

    D. Capital Printing: Kirkland & Ellis is defending Genuity
       against claims brought against it by Capital Printing and
       is asserting counterclaims for payment of termination
       fees. Kirkland & Ellis may also represent Genuity in
       objecting to any proof of claim filed by Capital
       Printing.

    E. Nortel Take or Pay Contract: Kirkland & Ellis is
       representing Genuity regarding a breach of contract suit
       against Nortel Networks Inc. and Nortel Networks
       Corporation seeking $14,000,000 owed by Nortel to Genuity
       under a "take or pay" contract that Nortel breached.

    F. Nortel Qtera: Kirkland & Ellis is advising Genuity
       regarding various commercial disputes between Genuity,
       Nortel, and Nortel's subsidiary, Qtera.

    G. Nortel Proofs of Claim: Kirkland & Ellis is defending
       Genuity against claims made by Nortel in its proofs of
       claim filed against the Debtors.  The proofs of claim
       include the same contract as the Take-or-Pay litigation,
       as well as other outstanding disputes between the
       parties. Kirkland & Ellis will assist in preparing
       objections to those claims and asserting counterclaims
       against Nortel on Genuity's behalf and will, if
       necessary, represent Genuity in the litigation of those
       claims.  The Debtors' primary bankruptcy counsel, Ropes &
       Gray LLP, will handle plan objections, if any, by Nortel.
       Ropes & Gray and Kirkland & Ellis will coordinate their
       efforts to avoid duplication and appropriately coordinate
       litigation.

    H. Starnet, Inc. Bankruptcy: Kirkland & Ellis is
       representing Genuity Solutions, Inc. as a creditor in the
       bankruptcy filings of the International Intelligence
       Agency, Inc. and Starnet, Inc.  Both cases are pending
       before the Bankruptcy Court for the Northern District of
       Illinois.

    I. John Does 1 through 46 and Unknown Illinois State
       University Football Players vs. Franco Productions, Dan
       Franco, et al.: The Debtors were dismissed from this case
       by the United States District Court for the Northern
       District of Illinois.  The plaintiffs have appealed that
       decision to the Seventh Circuit.  The Debtors have
       consented to stay relief to allow that appeal to proceed,
       and desire to have Kirkland & Ellis represent them since
       Kirkland & Ellis is familiar with the case.  Kirkland &
       Ellis may also assist the Debtors' bankruptcy counsel,
       Ropes & Gray, with objecting to proofs of claim filed by
       the plaintiffs.

Kirkland & Ellis will be compensated at these hourly rates:

       Attorneys                   $140 - 640
       Legal Assistants              80 - 180
(Genuity Bankruptcy News, Issue No. 14; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


GILAT SATELLITE: Names Bill Gerety as New CEO of Spacenet Unit
--------------------------------------------------------------
Gilat Satellite Networks Ltd. (Nasdaq: GILTF) has named Bill
Gerety as the new CEO of its Spacenet subsidiary. Gerety takes
over from Nick Supron, who served as Spacenet's CEO for the last
two years. The change was made effective on July 1.

During his tenure, Supron led a successful effort at Spacenet to
optimize operations, streamline processes and increase
efficiencies, in an effort to adapt the company to the changing
characteristics of the market and business environment. The
company noted that Supron elected to step down in order to spend
more time with his family and to pursue other business
opportunities.

Bill Gerety joins Spacenet with an intimate understanding of the
satellite and telecommunications industries. Immediately prior to
joining Spacenet, Gerety served as acting CEO and Chief Operating
Officer of Astrolink International, a broadband satellite venture
headed by Liberty Media, Lockheed Martin, TRW and Telespazio.

Gerety has also had a distinguished career as a senior officer in
the US Army, and continues to serve as a colonel in the US Army
Reserve. He holds a BS from the US Military Academy at West Point,
an MS in Strategic Studies from the US Army War College, as well
as an MS in Contracts & Acquisition Management and an MBA from the
Florida Institute of Technology. After spending four years at
Spacenet in the early 90s, Bill served as COO of international
telecom service provider World Access/Facilicom International; and
he led international network sales efforts at Sprint
International.

Spacenet Inc. provides two-way satellite-based broadband
networking solutions throughout North America under the Connexstar
brand, and has more than 15 years' experience in providing
connectivity, provisioning, operations and maintenance to
enterprise and government customers, including some of the largest
satellite-based networks in the world. Spacenet is based in
McLean, Virginia, and is a wholly owned subsidiary of Gilat
Satellite Networks, Ltd. Visit Spacenet at http://www.spacenet.com

Gilat Satellite Networks Ltd., with its global subsidiaries
Spacenet Inc., Gilat Latin America and rStar Corporation (RTRCE),
is a leading provider of telecommunications solutions based on
Very Small Aperture Terminal satellite network technology -- with
nearly 400,000 VSATs shipped worldwide. Gilat, headquartered in
Petah Tikva, Israel, markets the Skystar Advantage(R), DialAw@y
IP(TM), FaraWay(TM), Skystar 360E(TM) and SkyBlaster* 360 VSAT
products in more than 70 countries around the world. Gilat
provides satellite-based, end-to-end enterprise networking and
rural telephony solutions to customers across six continents, and
markets interactive broadband data services. Gilat is a joint
venture partner with SES GLOBAL in SATLYNX, a provider of two-way
satellite broadband services in Europe. Skystar Advantage, Skystar
360, DialAw@y IP and FaraWay are trademarks or registered
trademarks of Gilat Satellite Networks Ltd. or its subsidiaries.
Visit Gilat at http://www.gilat.com

As reported in Troubled Company Reporter's July 3, 2003 edition,
Gilat Satellite Networks put into operation a comprehensive
restructuring program aimed at increasing efficiency and
substantially cutting down corporate expenses. The program
includes a variety of measures, including organizational and
structural changes and office consolidation leading to increased
efficiency, and a reduction in the worldwide workforce,
significantly reducing the company's labor costs. The cost cutting
and workforce reductions were done segmentally, by unit, according
to specific goals and targets, rather than an across the board
reduction.

The Company believes that the measures included in this program,
together with those already taken in the past, culminating with
the successful conclusion of the company's financial restructuring
plan in April, will lead to reduced costs, improved margins and
profitability and position Gilat for growth in the future.


GLOBAL CROSSING: Asks Court to Approve Microsoft Settlement Pact
----------------------------------------------------------------
The Global Crossing Debtors, Microsoft, and Softbank are parties
to a Subscription and Shareholders Agreement, dated September 8,
1999. Pursuant to the Shareholders Agreement, the GX Debtors
transferred portions of their telecommunications network to a new
company, Asia Global Crossing Ltd.  The GX Debtors, Microsoft,
and Softbank each acquired equity ownership in AGX, with the GX
Debtors as the controlling shareholder.

According to Michael F. Walsh, Esq., at Weil Gotshal & Manges
LLP, in New York, the GX Debtors, Microsoft, and Softbank entered
into a Capacity Commitment Agreement in connection with the
Shareholders Agreement, among other reasons, as consideration for
Microsoft's and Softbank's purchase from Global Crossing of their
interest in AGX and to facilitate the sale of network capacity by
the GX Debtors to Microsoft and Softbank.  Pursuant to the CCA,
Microsoft and Softbank each agreed to purchase $100,000,000 in
network capacity on specified portions of the Network from the GX
Debtors under certain terms and conditions.  Each of Microsoft
and Softbank are severally liable for their own commitments.

Mr. Walsh states that Microsoft made the first two purchases
required by the Microsoft Agreement and has paid a portion of the
remaining amounts due.  On October 18, 2002, the GX Debtors
invoiced Microsoft for amounts that were due under the Microsoft
Agreement.  According to the Invoice, $76,135,000 was allegedly
due from Microsoft to Global Crossing under the Microsoft
Agreement.  Microsoft disputes the GX Debtors' allegations.
Since October 2002, Microsoft has made certain payments under the
Microsoft Agreement.

Pursuant to the Court's Order approving procedures for assumption
of contracts and unexpired leases dated October 31, 2002, the
Debtors created a database with a listing of those executory
contracts and unexpired non-residential real property leases that
the Debtors intended to assume as of the effective date of the
Plan.  The Debtors listed the entirety of the CCA, along with
other executory contracts with Microsoft, on the Database.

Microsoft objected to the assumption of the CCA.  The Objection
alleged that the Debtors:

      (i) had failed to maintain certain minimum standards for
          performance availability on the Network,

     (ii) were incapable of performing under the CCA, and

    (iii) were incapable of providing adequate assurance of future
          performance.

In addition, Microsoft asserted claims against the Debtors
related to the proposed formation of a joint venture between
their one time web-hosting subsidiary, GlobalCenter, and AGX,
which was not consummated and was later abandoned.  The Debtors
dispute Microsoft's allegation that it has any claims related to
the Proposed Venture.

Following extensive, arm's-length negotiations, the Debtors and
Microsoft entered into a Settlement Agreement, which amends the
Microsoft Agreement, to provide for, among other things, a
reduction in the Capacity Commitment and revised payment terms.
The salient terms of the Settlement Agreement are:

    A. The Remaining Commitment is reduced to $60,581,371, to be
       paid in these installments:

       -- $7,500,000, 31 days after the Settlement Date;

       -- $22,790,685, 31 days after the Effective Date;

       -- $15,145,343, by the later of December 31, 2003 or 31
          days after the Effective Date; and

       -- $15,145,343, 31 days after the later of the Effective
          Date or successful completion of the Performance Test.

    B. The Reduced Commitment may be applied towards all capacity
       and services offered by the Debtors.

    C. Microsoft will receive most favored nation pricing for the
       Capacity and the Services, which is the lowest price paid
       to the Debtors for reasonably comparable Capacity and
       Services of reasonably similar volume and reasonably
       similar terms and conditions taking into account the
       totality of the Reduced Commitment and the payment
       schedule.

    D. Microsoft will have the right to market or resell the
       Services either directly or indirectly through marketing
       representatives.

    E. The Debtors will complete a satisfactory performance test
       on 13 private line circuits under lease by Microsoft.  The
       Performance Test requires six consecutive months of
       individual circuit availability no less than 99.995%, which
       must be completed before December 31, 2003.  Any failure in
       the Performance Test will result in a 25% reduction of the
       Reduced Commitment.

    F. Microsoft fully releases and forever discharges the Debtors
       from any claims related to the Proposed Venture.

    G. The Debtors will assume the Amended Microsoft Agreement as
       of the Effective Date.  Effective Date will mean the
       "Closing Date" as defined in the Purchase Agreement,
       provided, however, that for the purposes of the Settlement
       Agreement, the Effective Date will be deemed not to occur
       unless:

       a) The $237,500,000 aggregate purchase price, in
          consideration of the issuance by the reorganized Debtors
          of the New Common Shares and the New Preferred Shares,
          as provided for in the Purchase Agreement is paid by:

            (i) Hutchison and STT, either jointly or severally,

           (ii) a purchaser that is a telecommunications provider
                like Hutchison or STT, to which Microsoft
                consents, which consent will not be unreasonably
                withheld, or

          (iii) a purchaser that is not a telecommunications
                provider, to which Microsoft, in its sole
                discretion, consents; or

       b) The occurrence of the Effective Date, as defined in a
          modified or new plan of reorganization, including a
          "stand-alone" plan by Global Crossing, to which
          Microsoft in its sole discretion consents, provided,
          that, if the new plan provides for the payment of
          $237,500,000 by a purchaser that is a telecommunications
          provider like Hutchison or STT, Microsoft's consent will
          not be unreasonably withheld.

Mr. Walsh contends that the Settlement is fair and equitable and
falls well within the range of reasonableness as it enables the
parties to avoid the costs of litigation relating to Microsoft's
allegations that the Debtors are unable to perform their
obligations under the Microsoft Agreement or provide adequate
assurance of future performance.  Given the complexity of the
factual issues relating to the parties' claims under the
Microsoft Agreement and the dollar amounts at stake, the
litigation of the issues surrounding the Microsoft Agreement
could be lengthy and expensive.  These undertakings would
continue to be a drain on the Debtors' monetary resources and
divert the attention of their management and legal personnel from
the reorganization efforts. (Global Crossing Bankruptcy News,
Issue No. 43; Bankruptcy Creditors' Service, Inc., 609/392-0900)


GOLF TRUST: Reaches Non-Monetary Settlement of Crossley Suit
------------------------------------------------------------
Golf Trust of America, Inc. (AMEX:GTA) has reached a non-monetary
settlement with the plaintiff in a suit filed last year in
Baltimore Circuit Court against Golf Trust of America, Inc., its
current board members, and one former board member. On May 21,
2003, the court granted the Golf Trust defendants' motion for
summary judgment and dismissed the case in its entirety. The non-
monetary settlement and mutual release, reached after the court's
ruling, provided that the plaintiff will not appeal the court's
ruling, and that the Golf Trust defendants will not seek
attorneys' fees or costs from the plaintiff.

Golf Trust of America, Inc. was formerly a real estate investment
trust but is now engaged in the liquidation of its interests in
golf courses in the United States pursuant to a plan of
liquidation approved by its stockholders. The Company currently
owns an interest in five properties (9.0 eighteen-hole equivalent
golf courses). Additional information, including an archive of all
corporate press releases, is available on the Company's Web site
at http://www.golftrust.com

                        *   *   *

In its Form 10-Q filed with the SEC on November 14, 2002, the
Company reported:

"On February 25, 2001 our board of directors adopted, and on May
22, 2001 our common and preferred stockholders approved, a plan of
liquidation for our Company. The events and considerations leading
our board to adopt the plan of liquidation are summarized in our
Proxy Statement dated April 6, 2001, and in our most recent Annual
Report on Form 10-K. The plan of liquidation contemplates the sale
of all of our assets and the payment of (or provision for) our
liabilities and expenses, and authorizes us to establish a reserve
to fund our contingent liabilities. The plan of liquidation gives
our board of directors the power to sell any and all of our assets
without further approval by our stockholders. However, the plan of
liquidation constrains our ability to enter into sale agreements
that provide for gross proceeds below the low end of the range of
gross proceeds that our management estimated would be received
from the sale of such assets absent a fairness opinion, an
appraisal or other evidence satisfactory to our board of directors
that the proposed sale is in the best interest of our Company and
our stockholders.

"At the time we prepared our Proxy Statement soliciting
stockholder approval for the plan of liquidation, we expected that
our liquidation would be completed within 12 to 24 months from the
date of stockholder approval on May 22, 2001. While we have made
significant progress, our ability to complete the plan of
liquidation within this time-frame and within the range of
liquidating distributions per share set forth in our Proxy
Statement is now far less likely, particularly insofar as the
disposition of our lender's interest in the Innisbrook Resort is
concerned. With respect to our dispositions, as of November 8,
2002, we have sold 25 of our 34 properties (stated in 18-hole
equivalents, 31.0 of our 47.0 golf courses). In the aggregate, the
gross sales proceeds of $229.5 million are within the range
originally contemplated by management for those golf courses
during the preparation of our Proxy Statement dated April 6, 2001,
which we refer to as the Original Range; however, two of our
properties (2.5 golf courses) that were sold in 2001 were sold for
a combined 1%, or $193,000, less than the low end of their
combined Original Range. The sales prices of the assets sold in
2002 have been evaluated against Houlihan Lokey Howard & Zukin
Financial Advisors, Inc., or Houlihan Lokey's March 15, 2002,
updated range (discussed in further detail below), which we refer
to as the Updated Range. Of the three properties (5.0 golf
courses) sold in 2002, one (1.5 golf courses) was below the low
end of the Updated Range by 4%, or $150,000. Nonetheless,
considering the environment in which we and the nation were
operating in at that time, our board determined that the three
transactions closed at prices below the Original Range (including
the one transaction that closed below the Updated Range) were fair
to, and in the best interest of, our Company and our stockholders.

"The golf industry continues to face declining performance and
increased competition. Two of the economic sectors most affected
by the recession have been the leisure and travel sectors of the
economy. Golf courses, and particularly destination-resort golf
courses, are at the intersection of these sectors. Accordingly, we
believe our business continues to be significantly impacted by the
economic recession. As reported in our most recently filed Form
10-K, on February 13, 2002, we retained Houlihan Lokey to advise
us on strategic alternatives available to seek to enhance
stockholder value under our plan of liquidation. In connection
with this engagement Houlihan Lokey, reviewed (i) our corporate
strategy; (ii) various possible strategic alternatives available
to us with a view towards determining the best approach of
maximizing stockholder value in the context of our existing plan
of liquidation, and (iii) other strategic alternatives independent
of the plan of liquidation. Houlihan Lokey's evaluation of
Innisbrook valued this asset under two different scenarios, both
of which assumed that we would obtain a fee simple interest in the
asset as a result of successfully completing a negotiated
settlement or foreclosing on our mortgage interest. Under the
first scenario, Houlihan Lokey analyzed immediate liquidation of
the asset, and under the second scenario, Houlihan Lokey analyzed
holding the asset for a period of approximately 36-months ending
not later than December 31, 2005 to seek to regain the financial
performance levels achieved prior to 2001. In a report dated March
15, 2002, subject to various assumptions, Houlihan Lokey's
analysis concluded that we may realize between $45 million and $50
million for the Innisbrook asset under the first scenario, and
between $60 million and $70 million under the second scenario.

"Following receipt of Houlihan Lokey's letter on March 15, 2002,
and after consideration of other relevant facts and circumstances
then available to us, our board of directors unanimously voted to
proceed with our plan of liquidation without modification. We
currently expect that liquidating distributions to our common
stockholders will not begin until we sell our interest in the
Innisbrook Resort, which might not occur until late 2005. All of
our other assets were valued and are recorded on our books at
their estimated immediate liquidation value and are being marketed
for immediate sale.

"As of November 8, 2002, we owed approximately $70.7 million under
our credit agreement, which matures on December 31, 2002. We are
currently seeking to obtain our lenders' consent to further extend
the term of our credit agreement before it matures. If our lenders
do not consent to our request for a further extension and we are
not able to secure refinancing through another source, we might be
compelled to sell assets at further reduced prices in order to
repay our debt in a timely manner. We recently obtained a
preliminary indication of the lenders' willingness to extend the
term of our credit facility until June 30, 2003."


GREATE BAY CASINO: Board Approves Sands Hotel Debt Exchange Deal
----------------------------------------------------------------
GB Holdings Inc. (Amex: GBH), which through its wholly-owned
subsidiary Greate Bay Hotel & Casino, Inc., owns and operates The
Sands Hotel and Casino in Atlantic City, announced that its Board
of Directors, acting through a special committee, has approved a
transaction involving an exchange offer for GB Property Funding
Corp.'s debt, subject to receipt of applicable opinions and
government approvals and the completion of applicable documents
and filings.

               Brown Enthusiastic About The Deal

Richard P. Brown, The Sands CEO said, "This transaction will
relieve The Sands of a substantial portion of its indebtedness
that would otherwise come due in 2005 and extend that debt until
at least 2008. Assuming the transaction closes this year and all
of the debt is exchanged, after deducting the cost of the payment
to the holders of the Existing Notes (as defined below), the
transaction will free up an aggregate of $13.2 Million of cash
flow representing the interest payment for years 2004 and 2005.
Therefore, the transaction will strengthen our balance sheet,
thereby allowing The Sands Management Team to focus its attention
on providing an enhanced gaming entertainment experience for our
players. The execution of this exchange will create a tremendous
win for The Sands. The Sands is currently considering the
construction of added hotel rooms and this transaction will
provide us with the necessary financial flexibility if we
determine to implement the initiative.

Since emerging from bankruptcy, we have invested in excess of $44
Million in improvements to The Sands, with more than 50% of that
on back-of-the-house investment which is not very visible to the
gaming public. We are continuing to make improvements that will
drive business and entice customers such as our recently added
Swingers Bar, renovating the Copa Showroom and the Plaza and
Platinum Clubs, and adding newer gaming equipment and related
technology. In addition, in keeping with the tradition of The
Sands as a center of high roller action, we have instituted gaming
with extremely high limits, so that our customers can play at
levels that they determine will enhance their gaming experience.

As new entrants emerge in the market we will possess a distinct
advantage over our competitors if we are not under the pressure of
servicing long-term debt. As a result, while other Atlantic City
casinos may experience operating pressures from significant debt,
The Sands will have the flexibility to invest in its business,
improve its facilities and offer our patrons the personalized,
high quality value-oriented experience that they expect to receive
at a casino called 'The Sands' -- truly one of the legendary names
in our industry."

                    Icahn Supports Exchange

Carl C. Icahn and his affiliated companies hold in excess of 77%
of the stock of the Company and 58% of the debt and Mr. Icahn has
indicated that he will support the transaction. "This transaction
will allow The Sands to continue to add to its facilities and will
maintain The Sands as a financially stable participant in the
Atlantic City market place. The Sands has recently added Mr. Brown
as CEO and Mr. Tom Davis as President and they are moving
aggressively to improve and optimize The Sands. This exchange will
enhance their freedom to continue to improve the facility and the
overall gaming experience of its patrons," Mr. Icahn said.

                        The Transaction

The Company's wholly owned subsidiary, GB Property Funding Corp.,
currently has outstanding $110 million in secured notes (the
"Existing Notes") due in September 2005 which bear interest at the
rate of 11% per annum. The Existing Notes were issued under an
Indenture (the "Existing Indenture"), are guaranteed by the
Company and GBHC and are secured by liens on certain of assets of
GBHC.

The proposed transaction would involve the following:

-- The amendment of the Existing Indenture to remove certain
   provisions and covenants and the release of the liens on The
   Sands assets, which is the collateral for the Existing Notes,
   thereby allowing the transfer of these assets and those now
   held at GBH to a newly formed wholly-owned subsidiary of the
   Company, free and clear of all liens and all obligations under
   the Existing Indenture. Newco will undertake to provide the
   funds to Parent to meet scheduled interest payments on the
   Existing Notes through their scheduled maturity.

-- The solicitation of the exchange of the Existing Notes, dollar
   for dollar, for up to $110 million of notes due September 2008
   which will bear interest at 3% per annum, payable at maturity.
   The New Notes will be secured by a first lien on the assets of
   Newco.

-- The payment of $100 by the Company to the holders of the
   Existing Notes for each $1,000 in principal amount exchanged
   together with all interest accrued on such Existing Notes
   through the date of such exchange.

-- The holders of a majority of the principal amount of the New
   Notes have the option at any time prior to the New Maturity
   Date to cause the entire class of New Notes to simultaneously
   convert into shares of Newco Stock. Shares of Newco Stock
   issued upon such conversion of the New Notes will represent
   72.5% of the Newco Stock if all of the Existing Notes
   participate in the Note Exchange. If less than all of the
   Existing Notes participate in the Note Exchange, then, in the
   event of the conversion of the New Notes into shares of Newco
   Stock, such shares would equal on a fully diluted basis (after
   giving effect to the exercise of the Newco Warrants and the
   conversion of the New Notes) the product of (a) 72.5% and (b) a
   fraction, the numerator of which is the principal amount of the
   New Notes and the denominator of which is the total principal
   amount of the Existing Notes immediately prior to the Exchange
   Offer.

-- At the election of the holders of a majority of the principal
   amount of the New Notes, the holders of the New Notes may be
   given the ability to convert the New Notes at their option.

-- The distribution to the Company's common stockholders of
   warrants exercisable (following the occurrence of certain
   events) for 27.5% of the common stock of Newco (on a fully
   diluted basis).

-- If all of the Existing Notes do not participate in the Note
   Exchange, the proposed transaction will result in the Company
   owning shares of Newco Stock which would represent on a fully
   diluted basis (after giving effect to the exercise of the Newco
   Warrants and conversion of the New Notes) a percentage of the
   Newco Stock equal to the product of (a) 72.5% and (b) a
   fraction, the numerator of which is the principal amount of the
   Existing Notes that are not exchanged for New Notes and the
   denominator of which is the total principal amount of the
   Existing Notes immediately prior to the Exchange Offer.

The proposed transaction is subject to the consent of the holders
of a majority of the Existing Notes, the exchange of a majority in
principal amount of the Existing Notes, the approval of
stockholders owning a majority of the common stock of the Company,
the effectiveness of all required filings under applicable
securities laws, and the receipt of all required governmental and
third party approvals.


HEADWAY CORP: Files Plan and Disclosure Statement in New York
-------------------------------------------------------------
Headway Corporate Resources, Inc., filed its Chapter 11
Reorganization Plan with the accompanying Disclosure Statement
with the U.S. Bankruptcy Court for the Southern District of New
York.  Full-text copies of the documents are available for a fee
at:

  http://www.researcharchives.com/bin/download?id=030709225849

                          and

  http://www.researcharchives.com/bin/download?id=030709225401

The Plan provides for the treatment of claims against the estate
and groups them into 6 classes and 2 interests:

Class Description      Treatment
----- -----------      ---------
N/A  Administrative    Paid in full in cash on the
      Expenses          Consummation Date

N/A  Priority Tax      Will be paid equal to the Allowed
      Claims            Priority Tax Claim on the Consummation
                        Date or in the ordinary course of
                        business

1    Priority Non-     Unimpaired;
      Tax Claims        Will be paid in the ordinary course of
                        business

2    Secured Credit    Impaired;
      Agreement Claims  Will receive its ratable proportion of
                        1) 100% of the New Common Stock and
                        ii) notes to be issued in the New
                        Credit Agreement will be in the
                        principal amount of $26.6 million

3    Other Secured     Unimpaired;
      Claims            Will be reinstated or rendered
                        unimpaired and claims which are not
                        due on the Consummation Date will be
                        paid in the ordinary course of business
4    Old Senior        Impaired;
      Subordinated Note Will receive, in full satisfaction of
      Claims            Claim in consideration of the discharge
                        and satisfaction of all claims, its
                        Pro-Rated New Convertible Sub Note

5    General Unsecured Deemed Rejected;
      Claims            The Debtor will be discharged from any
                        obligations to holders of General
                        Unsecured Claim and shall not receive
                        or retain any property or interests in
                        property on account of its claim

6    Old Preferred     Deemed Rejected;
      Stock Interests   Will be cancelled on the Consummation
                        Date; and holders will not be entitled
                        to any property or interest on account
                        of such claim

7    Old Common Stock  Deemed Rejected;
      Interests         Will be cancelled on the Consummation
                        Date; and holders will not be entitled
                        to any property or interest on account
                        of such claim

8    Old Warrants      Deemed Rejected;
                        Will be cancelled on the Consummation
                        Date; and holders will not be entitled
                        to any property or interest on account
                        of such claim

The Plan provides for a major restructuring of Headway's financial
obligations. In essence, the Plan of Reorganization:

     i) provides each holder of a Secured Credit Agreement Claim
        in the aggregate approximate principal amount of $74.9
        million, including accrued and unpaid interest through
        the Petition Date, with its Ratable Proportion of 100%
        of Headway's New Common Stock, subject to dilution by
        the New Convertible Subordinated Note, plus its Ratable
        Proportion of the notes in the aggregate principal
        amount of $26.6 million, including $1.6 million in
        letters of credit, to be issued pursuant to the New
        Credit Agreement and

    ii) provides the holders of Old Senior Subordinated Notes
        with their Ratable Proportion of the New Convertible
        Subordinated Note.

Headway believes that the proposed restructuring will provide it
with the necessary liquidity to fund essential capital
expenditures and to compete effectively in today's business
environment.

Headway believes, and assures the Bankruptcy Court, that creditors
and shareholders will receive at least as much, if not more, in
value under the Plan of Reorganization than they would receive in
a liquidation case under chapter 7 of the Bankruptcy Code.

Headway Corporate Resources, Inc., with its headquarters in New
York, New York, provides human resource and staffing services. The
Company filed for chapter 11 protection on July 1, 2003 (Bankr.
S.D.N.Y. Case No. 03-14270).  Jeffrey L. Tanenbaum, Esq., at Weil,
Gotshal & Manges, LLP represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed estimated assets of over $10 million and
estimated debts of more than $50 Million.


HENRY CO.: S&P Ups Credit Rating to B- over Improved Liquidity
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on building products manufacturer Henry Co. to 'B-' from
'CCC+' reflecting improved liquidity prospects and strengthened
cash flow protection measures.

Huntington Park, California-based Henry Co. had $90 million of
debt outstanding as of March 31, 2003. The current outlook is
stable.

"The financial profile continues to benefit from substantially
increased sales of the company's premium branded product," said
Standard & Poor's analyst Wesley E. Chinn.

Standard & Poor's said that Henry Co.'s credit quality reflects
the company's solid position in niche markets for roof and
driveway sealing and waterproofing products as well as
strengthened business fundamentals because of greater sales of its
premium 'Henry' branded product. However, these positives are
overshadowed by a modest revenue base ($200 million to $225
million annually), a narrow product offering in a mature, small,
and highly competitive market, considerable operating margin
vulnerability to petroleum-based raw materials costs, fragile
financial ratios, aggressive debt leverage, and still modest
liquidity.


IMCLONE SYSTEMS: Reports Progress in Several Pipeline Programs
--------------------------------------------------------------
ImClone Systems Incorporated (NASDAQ: IMCL) presented preclinical
data highlighting progress made in the development of several
pipeline programs at the 94th Annual Meeting of the American
Association for Cancer Research held July 11 - 14th. The Company
presented a number of abstracts at the conference, including
presentations on monoclonal antibody therapeutics being developed
as angiogenesis and growth factor inhibitors, including:

         VEGF Receptor-1 Research - Abstract Number 6340

Company researchers presented preclinical data demonstrating that
an investigational monoclonal antibody that targets the Vascular
Endothelial Growth Factor Receptor-1 (also known as VEGFR-1 or
FLT-1) inhibits tumor cell growth in a xenograft mouse model of
VEGFR-1-expressing human breast cancer. VEGFR-1 is known to play
an important role in blood vessel growth, and more recently, its
expression has been identified on a number of human cancers.

ImClone Systems scientists have previously shown that inhibition
of the VEGFR-1 receptor on blood vessel cells leads to inhibition
of angiogenesis and, indirectly, to inhibition of tumor growth.
Together, these findings provide additional evidence that a VEGFR-
1-targeting antibody may be a particularly novel approach to
treating VEGFR-1-positive breast cancer because of its ability to
block both tumor cell growth and tumor angiogenesis.

          IGF-1 Receptor Research - Abstract Number 761

ImClone Systems researchers presented preclinical findings on the
Company's fully human Insulin-like Growth Factor-1 Receptor (also
known as IGF-1R) investigational antibody (referred to as A12)
demonstrating that it effectively blocked the binding of IGF-1 to
its receptor with high affinity and inhibited ligand-dependent
signaling to the cell in human breast, colon and pancreatic tumor
cell lines. In addition, blockade of IGF-1R function in tumor
cells by A12 caused a marked inhibition of receptor
autophosphorylation, as well as other cell signaling pathways,
resulting in a significant reduction of cancer cell proliferation
and survival. These findings demonstrate that IGF-1R may represent
a novel target for the development of a new class of apoptosis-
inducing agents.

            VE-Cadherin Research -- Abstract Number 2953

ImClone Systems scientists presented additional preclinical data
on E4G10, an experimental monoclonal antibody that targets
vascular-endothelial cadherin (VE-cadherin), a cell surface
protein that promotes the clustering and adhesion of blood cells
to form new blood vessels. The current data supports previous
Company research demonstrating that E4G10 specifically targets
tumor-related blood vessels and inhibits the growth of certain
tumors by slowing angiogenesis, without negatively affecting
normal blood vessels. Specifically, the new data presented
identifies E4G10's unique antibody binding site on VE-cadherin,
which is a region on the protein that is necessary for VE-cadherin
function. Additionally, this region appears to be accessible only
prior to cell-cell contact, and therefore is expected to be
exposed only on newly developing blood vessels, such as those
found in tumors. In contrast, it is believed that this region is
not accessible to the monoclonal antibody in established (normal)
vasculature. The findings of this preclinical study demonstrate
the importance of E4G10's binding site in VE-cadherin-mediated
adhesion and establish it as a novel target for inhibiting blood
vessel formation in tumors.

          VEGF Receptor-2 Research -- Abstract Number 1175

ImClone Systems scientists presented preclinical findings on the
role of the Vascular Endothelial Growth Factor Receptor-2 (VEGFR-
2) in human cancers. The study evaluated the responsiveness of
p53-deficient tumors to blockade by a VEGFR-2-neutralizing
investigational antibody (DC101) was tested. The p53 gene is
frequently mutated in human cancers. These mutations are thought
to contribute to increased survival of tumor cells. The data
showed that blockade of VEGFR-2 by DC101 significantly inhibited
the growth of p53-deficient tumors and tumor-related angiogenesis
in various human tumor xenograft models. Additionally, data from
the study showed that the antitumor effects of VEGFR-2 blockade by
DC101 in models of p53-deficient tumors was similar to that
observed in models of p53-wild-type tumors. These findings suggest
that p53-deficient human cancers may also be responsive to VEGFR-2
blockade.

"We're pleased with the progress that ImClone Systems' pipeline
programs have made this year and with the valuable contribution
that these data will make on our future research and development
in these areas," stated Harlan W. Waksal, M.D., Chief Scientific
Officer of ImClone Systems Incorporated. "The Company will
continue to focus its oncology drug discovery and development
efforts on antibodies that interfere with critical cellular
functions, most notably in areas such as angiogenesis inhibitors
and growth factor blockers."

ImClone Systems Incorporated, whose March 31, 2003 balance sheet
shows a total shareholders' equity deficit of about $220 million,
is committed to advancing oncology care by developing a portfolio
of targeted biologic treatments, designed to address the medical
needs of patients with a variety of cancers. The Company's three
programs include growth factor blockers, angiogenesis inhibitors
and cancer vaccines. ImClone Systems' strategy is to become a
fully integrated biopharmaceutical company, taking its development
programs from the research stage to the market. ImClone Systems'
headquarters and research operations are located in New York City,
with additional administration and manufacturing facilities in
Somerville, New Jersey.


INTERSTATE BAKERIES: May Quarter Net Loss Stands Tops $4.5 Mill.
----------------------------------------------------------------
Interstate Bakeries Corporation (NYSE:IBC), the nation's largest
baker and distributor of fresh baked bread and sweet goods,
reported a loss per share of $.10 on reduced net sales for the
twelve-week fourth quarter ended May 31, 2003. Included in the
quarter's reporting were restructuring charges of $3,460,000, or
$.05 per share.

The Company said a reduction in branded sales volume, coupled with
significant cost increases in ingredients, energy and employee-
related costs, resulted in the quarter's decline in profit
performance in comparison to the prior year. Further impacting
fourth quarter results, the Company incurred expense of
approximately $8,400,000, or $.12 per share, primarily related to
a change in the Company's estimated self-insurance reserves.

For the twelve weeks ended May 31, 2003, the Company reported:

- Net sales of $818,019,000, a 1.8 percent decrease in comparison
  to the prior year's $832,786,000.

- Operating income of $2,433,000, compared to the previous year's
  $43,359,000. Impacting the current quarter operating income were
  restructuring charges of $3,460,000, relating to certain
  closures and restructurings of bakery operations and thrift
  stores initiated in the second and third quarters of fiscal 2003
  and the $8,400,000 expense discussed above.

- Net loss of $4,568,000 compared to the prior year's net income
  of $22,005,000.

- Loss per share of $.10 (including the items discussed above)
  compared to the previous year's earnings of $.45 per diluted
  share.

For the 52 weeks ended May 31, 2003, the Company reported:

- Net sales of $3,525,780,000, a decrease of 0.2 percent compared
  to the prior year's $3,531,623,000.

- Operating income of $83,268,000, compared to the previous year's
  $147,357,000. Impacting current year-to-date operating income
  were other charges of $3,591,000, or $.05 per share, relating to
  the common stock award made on October 1, 2002 to the retiring
  IBC Chief Executive Officer and restructuring charges of
  $9,910,000, or $.14 per share, relating to certain closures and
  restructurings of bakeries and thrift stores. Fiscal 2002 year-
  to-date other charges were $25,700,000, or $.31 per share,
  relating to closure of a bakery and settlement of employment
  litigation.

- Net income of $27,450,000, compared to the prior year's
  $69,789,000.

- Earnings per diluted share of $.61 (including restructuring and
  other charges of $.19 per share), in comparison to the previous
  year's $1.36 (including other charges of $.31 per share).

"We are disappointed with our results in what proved to be another
difficult quarter," IBC 's Chief Executive Officer, James R.
Elsesser, said. "The soft economy has been a particular problem
for snack cake over recent quarters, but branded bread, too, is
proving not to be immune to the soft sales environment," he said.

The Company reported sweet goods unit volume for the quarter was
down 8.2 percent from last year while total bread volume fell 1.7
percent compared to a year ago. For the quarter, branded bread
units were down 6.6 percent. Mr. Elsesser said that the Company is
addressing the soft sales environment "with actions designed to
establish sustainable base volume growth by focusing on the
fundamental elements of the business: quality, service and value."

"We have great brands that are still very relevant to consumers,"
Mr. Elsesser said. "But in today's dynamic marketplace relevance
and brand awareness are only a part of the value equation. To
better understand the value equation in current market conditions,
we are conducting market tests this quarter. This knowledge will
be key to future volume growth. We also are strengthening the
advertising support for IBC's branded bread and sweet goods. New
campaigns for both Wonder bread and Hostess cake will air during
this first quarter, as will a new Home Pride bread campaign
supporting the introduction of Home Pride Country breads in the
Midwest," he added.

Regarding cost pressures, Mr. Elsesser commented, "There was no
respite from the high costs of cocoa and shortenings in the fourth
quarter. Our flour costs were also significantly higher than the
prior year. These higher ingredient costs, along with higher
energy and employee- related costs, resulted in an increase in our
cost of products sold for the quarter to 50.5 percent of net
sales, up from 47.1 percent a year ago."

To confront its operational issues, the Company has initiated a
review of production capacity and is eliminating sales activities
considered only marginally profitable.

"To be successful and to build a platform for sustainable
profitable growth, we need to have more efficient production and
distribution systems, as well as a more focused brand- building
program," Mr. Elsesser said. "IBC, as announced previously, is in
the midst of a major, Company-wide project internally referred to
as Program SOAR, an acronym for Systems Optimization and Re-
engineering. This program will help us re-engineer our business
processes, become more efficient and focused, reduce the ongoing
cost of production, distribution and administrative functionality,
and help identify profitable growth opportunities," he added.

"In conjunction with Program SOAR, we have undertaken a
comprehensive review of all aspects of our operations at two of
our underperforming bakeries. This review is expected to result in
an improvement in profitability at these two locations in fiscal
2004 through a concentrated emphasis on identifying efficiencies
in the day-to-day production and sales work flow processes and
retraining personnel in proper execution. We hope to utilize the
information we glean from this effort as a roadmap to instituting
more efficient processes at other locations," he added.

Looking ahead, Mr. Elsesser said, "We understand the challenges we
face in making the decisions necessary to return our Company to
acceptable levels of profitability. The initiatives we have
undertaken, including Program SOAR, are designed to drive profound
long-term change in how we perceive and operate our business and
to enable us to clearly define the strategic path we must follow
to maximize the long-term value of our Company."

In light of the uncertainties surrounding the timing of the
beneficial effects of the Program SOAR initiative, and in view of
changes in the regulatory environment regarding pro forma
disclosure, the Company announced that it will not be providing an
earnings per share target by quarter or for the year. The Company
said that it will continue to provide information, as appropriate,
on its strategic initiatives and other relevant issues affecting
its business.

Interstate Bakeries Corporation is the nation's largest baker and
distributor of fresh baked bread and sweet goods in the U.S.,
under various national brand names including Wonder, Hostess,
Dolly Madison, Merita and Drake's. The Company, with 58 bread and
cake bakeries located in strategic markets from coast to coast, is
headquartered in Kansas City, Missouri.

Interstate Bakeries' May 31, 2003 balance sheet shows that its
total current liabilities exceeded its total current assets by
about $100 million.

As reported in Troubled Company Reporter's May 5, 2003 edition,
Standard & Poor's Ratings Services lowered its corporate credit
and bank loan ratings on fresh baked goods manufacturer Interstate
Bakeries Corp. to 'BB+' from 'BBB-'.

At the same time, the preliminary senior unsecured and
subordinated debt ratings on the company were both lowered to 'BB-
' from 'BBB-' and 'BB+', respectively. All the ratings have been
removed from CreditWatch where they were placed on April 9, 2003.
The outlook is negative.


JABIL CIRCUIT: Senior Unsec. Notes & Bank Loans Get BB+ Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating to
Jabil Circuit Inc.'s proposed $300 million senior unsecured notes
due 2010 and its 'BB+' senior unsecured bank loan rating to the
company's $400 million revolving credit facility due 2005.

Jabil's $400 million credit facility amends and replaces its
existing $600 million credit facility. Proceeds from the notes
issue would be used to repay the company's $100 million
outstanding term loan, issued under the existing facility, and to
fund working capital and possible acquisitions.

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

Pro forma for the notes issue and term loan repayment, St.
Petersburg, Florida-based Jabil Circuits had about $750 million in
total lease-adjusted debt outstanding at May 2003. Jabil is a
leading provider of electronic manufacturing services to such
leading original equipment manufacturers as Cisco Systems Inc.
(not rated) Koninklijke Philips Electronics N.V. (A-/Negative/A-
2), and Hewlett-Packard Co. (A-/Stable/A-1).

Jabil's emphasis on customer focus and strong customer
relationships are key differentiators in its strategic approach,
resulting in solid sales growth with existing customers. Still,
management's acquisition strategy entails somewhat greater
business risk.

Jabil is the most profitable top-tier EMS provider. Standard &
Poor's believes operating margins are likely to trend downward as
operating efficiency lags because of the integration of sizable
acquisitions like Philips, and weak end-market demand.

"Given Jabil's financial profile, the company has the capacity to
continue recent levels of acquisitions without impairing credit
quality," said Standard & Poor's credit analyst Emile Courtney.
"Ratings improvement is limited by the company's market position,
successful integration of recent acquisitions, and operational
challenges associated with difficult industry conditions."


KENTUCKY ELECTRIC: Selling Substantially All Assets for $3MM
------------------------------------------------------------
Kentucky Electric Steel, Inc. has signed a definitive agreement
for the purchase by KES Acquisition Company, LLC of substantially
all of the Company's assets. KES Acquisition is a newly formed
limited liability company the principal members of which are Libra
Securities Holdings, LLC and certain of its institutional clients.

KES Acquisition will pay an aggregate of $2,998,414 at the closing
of the transaction. KES Acquisition may also, at their election,
assume at closing certain future contractual obligations of the
Company. The closing of the transaction is subject to customary
conditions, including Bankruptcy Court approval. The transaction
is also subject to higher or better bids for the Company's assets,
which may be obtained at an auction to be held on August 13, 2003,
pursuant to Bankruptcy Court procedures. The Company has the right
to accept a higher and better bid which might be received at the
auction and terminate the Agreement with KES Acquisition, subject
to payment of a break-up fee. In addition, KES Acquisition has the
right to terminate the Agreement under certain circumstances set
forth in the Agreement.

The Company does not anticipate that any proceeds from the
disposition of its assets to KES Acquisition will be distributed
to its general unsecured creditors or its stockholders. The
Company intends to promptly file a liquidating plan of
reorganization.

As previously reported, a shut down of the Company's production
facilities has been implemented and on February 5, 2003, the
Company filed for bankruptcy protection under Chapter 11 of the
U.S. Bankruptcy Code in the United States Bankruptcy Court for the
Eastern District of Kentucky with the stated intention to
facilitate the orderly sale of its assets.


KMART CORP: Court Approves LB Richland Settlement Agreement
-----------------------------------------------------------
The U.S. Bankruptcy Court approved an agreement between the Kmart
Debtors, LB Richland LLC and the Heritage Development Company
settling a dispute on the demolition and redevelopment of a mall
in Johnstown, Pennsylvania, where a Kmart Store is located.  The
agreement resolves an adversary proceeding the Debtors initiated
against LB Richland and Heritage.

The Debtors have complained that LB Richland and Heritage were
attempting to deprive their estate of its property and contract
rights by causing a material alteration of a commercial leasehold
located in the Richland Mall near Johnstown, Pennsylvania.  The
Debtors lease from LB Richland space for Kmart Store No. 3183.
The Debtors argued that LB Richland and Heritage's activities
directly violate the long-term, written lease Johnstown Lease.

Richland planned to sell the Mall to Heritage or its designee.
Heritage, in turn, intended to demolish the Mall and redevelop it
as an open-air strip center.  On August 7, 2002, the Debtors
filed a complaint for breach of lease, negligence, and injunctive
relief.

The parties conducted a mediation with Judge Schwartz but were
unable to reach a settlement.  In February 26, the Debtors asked
the Court to issue a temporary restraining order and preliminary
injunction.  However, the Court denied the Debtors' request.  The
Debtors appealed the Court's decision in March 2003.

To avoid the uncertainty of further litigation with respect to
the Appeal and possible adverse outcomes that could result in
connection with such litigation, the parties have agreed that:

    (1) LB Richland and Heritage will pay the Debtors $3,500,000;

    (2) The Debtors will vacate the leased premises;

    (3) The Lease is terminated effective as of May 31, 2003 or on
        other dates that the parties will agree; and

    (4) The parties will dismiss the adversary proceeding with
        prejudice.

The Debtors have conducted store closing sales before vacating
the premises. (Kmart Bankruptcy News, Issue No. 59; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


LORAL SPACE: Begins Chapter 11 Proceeding to Effect Asset Sale
--------------------------------------------------------------
Intelsat, Ltd., a global satellite communications leader providing
services in over 200 countries and territories, has signed a $1.0
billion definitive asset purchase agreement with Loral Space &
Communications Corporation for six satellites and the rights to
their orbital locations. The proposed acquisition of the Loral
assets would complement Intelsat's global network, which includes
capacity on 26 satellites, by adding complete coverage of the
important North American market and by increasing Intelsat's
customer base in the cable television and broadcasting segments.
The total consideration for the assets may increase or decrease
based on business performance and as provided for in the
agreement.

Of the six satellites to be purchased, four are operational,
serving cable television, broadcast and private data network
customers in North America. Two satellites are currently under
construction and are scheduled to be launched into North American
orbital locations in the coming year. Intelsat would assume
responsibility for launch and insurance-related costs for one of
the satellites currently under construction and would make a $100
million secured down payment on a future satellite to be built by
Space Systems/Loral to Intelsat's specifications.

"Intelsat has been pursuing a focused strategy that includes
seeking strategic transactions that enhance Intelsat's service
application mix and geographic coverage," said Conny Kullman,
chief executive officer of Intelsat. "This transaction, if
consummated, meets both of these objectives and enhances our
position as a global leader in the fixed satellite services
sector. The transaction would provide Intelsat a North American
franchise that, given the scarcity of orbital locations, is
virtually impossible to build on an organic basis and can be
quickly integrated into our business."

Kullman continued, "We look forward to offering North American
broadcast and cable customers the high reliability, stability, and
experience that Intelsat has delivered for nearly 40 years.
Existing and future customers will benefit through global access
and our investment in new technology and infrastructure. This
opportunity comes at a time when Intelsat's satellite fleet
replacement program is nearing completion, and the resulting
strong cash flows enable us to adopt a transaction financing
structure that preserves our strong balance sheet."

Early Tuesday, Loral filed a voluntary petition for reorganization
under Chapter 11 under the U.S. Bankruptcy Code, and the
acquisition is expected to occur at the conclusion of an auction
process under Section 363(b) of the Code. If approved by the
bankruptcy court, the transaction will be subject to the receipt
of regulatory approvals and the satisfaction of other conditions.
The transaction is also subject to Intelsat shareholder approval.
The company has secured financing commitments, subject to certain
conditions, for the full transaction consideration, and the
Intelsat Board of Directors has approved the transaction. Intelsat
expects that all required approvals could be obtained, and
conditions to closing could be satisfied, by early to mid-2004.

The assets to be purchased include the Telstar 4, Telstar 5,
Telstar 6 and Telstar 7 satellites, which today provide North
American coverage from the 89 degrees W, 97 degrees W, 93 degrees
W, and 129 degrees W orbital locations. The agreement also
includes two satellites currently under construction, Telstar 8
and Telstar 13. The Telstar 13 satellite, co-owned with EchoStar
Communications Corporation, is expected to launch in early August
and will be located at the 121 degrees W orbital location. The
Telstar 8 satellite is scheduled to launch into the 89 degrees W
orbital location in early 2004, at which time Telstar 4 will move
to 77 degrees W. The in-orbit satellites to be acquired currently
carry traffic for premiere broadcasters, cable operators and
private data network operators, such as CBS and Fox Broadcasting,
and have a contracted backlog of approximately $550 million.
Collectively, the satellites have an average remaining orbital
maneuver life of 13.7 years.

Morgan Stanley is acting as sole financial advisor to Intelsat in
connection with this transaction. In addition, Morgan Stanley is
structuring the acquisition financing for Intelsat. Sullivan &
Cromwell LLP is acting as legal advisor to Intelsat. Financing for
the transaction will be arranged by Citigroup, BNP Paribas and
Morgan Stanley.

Intelsat, Ltd., offers telephony, corporate network, video and
Internet solutions around the globe via capacity on 26
geosynchronous satellites in prime orbital locations. Customers in
approximately 200 countries rely on Intelsat satellites and ground
resources for quality connections, global reach and reliability.
For more information, visit http://www.intelsat.com


LORAL SPACE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Loral Space & Communications Ltd.
             c/o Loral SpaceCom Corporation
             600 Third Avenue
             New York, New York 10016

Bankruptcy Case No.: 03-41710

Debtor affiliates filing separate chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Loral SpaceCom Corporation                 03-41709
        Loral Space & Communications Corporation   03-41711
        Loral Satellite, Inc.                      03-41712
        Space Systems/Loral, Inc.                  03-41713
        Loral Communications Services, Inc.        03-41714
        Loral Ground Services, L.L.C.              03-41715
        Loral Orion, Inc.                          03-41716
        Loral CyberStar Global Services, Inc.      03-41717
        Loral CyberStar GmbH                       03-41718
        Loral CyberStar Japan, Inc.                03-41719
        Loral CyberStar Services, Inc.             03-41720
        Loral CyberStar Holdings, L.L.C.           03-41721
        Loral CyberStar International, Inc.        03-41722
        Loral Asia Pacific Satellite (HK) Limited  03-41723
        SS/L Export Corporation                    03-41724
        CyberStar, L.P.                            03-41725
        CyberStar, L.L.C.                          03-41726
        Loral Skynet Network Services, Inc.        03-41727
        Loral Licensing, Ltd.                      03-41728

Type of Business: The Debtor, together with its affiliates, is one
                  of the world's leading satellite communications
                  companies with substantial activities in
                  satellite-based communications services and
                  satellite manufacturing.

Chapter 11 Petition Date: July 15, 2003

Court: Southern District of New York (Manhattan)

Judge: Robert D. Drain

Debtors' Counsel: Stephen Karotkin, Esq.
                  Lori R. Fife, Esq.
                  Weil, Gotshal & Manges LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  Tel: (212) 310-8350
                  Fax: (212) 310-8007

Total Assets: $2,654,000,000

Total Debts: $3,061,000,000

Debtors' 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Deutsche Bank Trust Co.     Public Bond Debt      $613,000,000
Americas Corporate Trust &
Agency Services, as trustee
for holders of 10% Sr Notes
due 2006 issued by Loral
Orion, Inc.
Susan Johnson
280 Park Avenue
MS-NYC03-0914
New York, NY 10017
Tel.: 212-454-4225
Fax: 212-454-2223

Bank of New York, as        Public Bond Debt      $350,000,000
trustee for holders of
9.5% Sr Notes due 2006
issued by Loral Space
& Communications Ltd.
Attn: Robert Hirsch
101 Barclay Street, 21W
New York, NY 10286
Tel.: 212-815-3192
Fax: 212-815-5704

Deutsche Bank Trust Co.     Public Bond Debt       $49,000,000
Americas Corporate Trust
& Agency Services, as
trustee for holders of
12.5% Sr Discount Notes
due 2007 issued by Loral
Orion, Inc.
Susan Johnson
280 Park Avenue
MS-NYC03-0914
New York, NY 10017
Tel.: 212-454-4225
Fax: 212-454-2223

Deutsche Bank Trust Co.     Public Bond Debt       $37,000,000
Americas Corporate Trust &
Agency Services, as trustee
for holders of 11.25% Sr
Notes due 2007 issued by
Loral Orion, Inc.
Susan Johnson
280 Park Avenue
MS-NYC03-0914
New York, NY 10017
Tel.: 212-454-4225
Fax: 212-454-2223

Alenia Spazio SpA           Trade Debt             $21,268,905
Carlo Alberto Penazzi
Sede Via Saccomuro 24 Rome,
Italy 00131
Tel: 06-4151-4387
Fax: 06-4151-2627

Alenia Marconi Systems
(ASI), Inc.
(U.S. Affiliate)
James Freney
11300 W. 80th Street
Overland Park, KS 66214
Tel: 913-495-2600
Fax: 913-492-0870

Alcatel                     Trade Debt            $20,258,906
Yves De -La Serre or
Sylvia Lassery
5 rue Noel Pons, 92737
Nanterre, France
Tel: 335-3435-5247
Fax: 335-3435-5603

Alcatel Americas
(U.S. Affiliate)
Mike Quigley
3400 Plano Pkwy
Plano, TX
Tel: 972-519-3000
Fax: 972-519-4122

Sea Launch Company, LLC     Trade Debt             $13,010,000
Robert Stonick/James Maser
One World Trade Center
Suite 950
Long Beach, CA 90831-0950
Tel.: 562-499-4765
Fax: 562-499-4755

DASA (Astrium GmbH)         Trade Debt             $7,409,214
Andreas Walther
Ludwig Bolkow Allee, Tor 2
Gebaude 5.1 81663 Munich,
Germany
Tel: 4989-6072-3968
Fax: 4989-6072-5538

Astrium North America, Inc.
(U.S. Affiliate)
1020 Bay Area Blvd.
Houston, TX 77058
Tel: 281-461-8409
Fax: 281-461-9158

Lockheed Martin Corp        Trade Debt              $3,775,043
Marika L. Long
1111 Lockheed Martin Way
Sunnyvale, CA 94089
Tel.: 408-742-1128
Fax: 408-756-9353

Hyundai                     Trade Debt             $2,484,917
Taek Jin Sa
c/o Hynix Semiconductor, KPO
1010 Ichon, Korea
Tel: 82-2-3459-5498
Fax: 82-2-3459-5513

Hyundai Merchant Marine
(America) Co., Ltd
(U.S. Affiliate)
879 W. 190th St., 7 Fl.
Gardena, CA 90248
Tel: 310-515-2822
Fax: 310-516-1323

Raytheon Company            Trade Debt              $2,004,111
Stephen Martinez
75 Coromar Drive
Goleta, CA 93317
Tel.: 805-562-7224
Fax: 805-562-7740

Boeing Electron Dynamic,    Trade Debt              $1,902,183
The Boeing Company
Chris Stephens
3100 West Lomita Blvd
Torrance, CA
Tel.: 310-517-5200
Fax: 310-517-5055

L-3 Communications          Trade Debt              $1,496,385
Holdings, Inc.
Joe Langille
107 Woodmere Road
Folsom, CA 95630
Tel.: 916-351-4500
Fax: 916-351-4550

Aeroflex Laboratories Inc.  Trade Debt              $1,398,148
John E. Buyko
35 South Service Road
Plainview, NY 11803
Tel.: 516-694-6700
Fax: 516694-6771

Mitsubishi Electric         Trade Debt              $1,274,468
Yutaka Kazekami
2-2-3 Chome Marunouchi
Chiyoda Ku, Tokyo, Japan
Tel: 81-3-3218-3496
Fax: 81-3-3218-3314

MELCO (Mitsubishi
International Corp)
(U.S. Affiliate)
Palo Alto Branch
850 Hansen Way,
Suite 100
Palo Alto, CA 94304
Tel: 650-494-1545
Fax: 650-493-0318

TRW Astro Aerospace Corp    Trade Debt              $1,115,000
Chris Yamada
6384 Via Real
Carpinteria, CA 93013
Tel: 805-684-6641

Intelsat LLC                Trade Debt                $550,000
Bette Sheid
3400 Int'l Drive NW
Washington, DC 20008-3098
Tel: 202-944-7442
Fax: 202-944-7266

Honeywell Corp              Trade Debt                $512,525
Dr. Deborah Bamhart
13350 US Highway 19 North
Clearwater, FL 33764
Tel: 727-539-3463
Fax: 727-539-2324

SES Americom,               Trade Debt                $481,028
an SES Global Company
Rick Avery/Richard Watson
4 Research Way
Princeton, NJ 08540-6684
Tel: 609-987-4575/4171
Fax: 609-987-4080/4196

Eagle Picher Technologies,  Trade Debt                $430,547
Inc.
Lou Lupo
P.O. Box 47
Joplin, MO 64802
Tel: 417-623-8000 x 405
Fax: 417-623-0233


MAGELLAN HEALTH: Wins Nod to File Retention Program Under Seal
--------------------------------------------------------------
Magellan Health Services, Inc. and its debtor-affiliates obtained
the Court's permission to implement an Employee Retention Program
and to file the Retention Program Motion under seal.  The
Retention Program Motion has been made available, on a
confidential basis, to the attorneys for the statutory committee
of unsecured creditors and the attorneys for the agent for the
Debtors' prepetition lenders. (Magellan Bankruptcy News, Issue No.
10: Bankruptcy Creditors' Service, Inc., 609/392-0900)


MALDEN MILLS: Gets Court OK to Hire N. Hahn as Investment Banker
----------------------------------------------------------------
Malden Mills Industries, Inc., and its debtor-affiliates sought
and obtained approval from the U.S. Bankruptcy Court for the
District of Massachusetts to retain N. Hahn as their Investment
Banker.  The Debtors are employing Nicolas H. Kim and the
investment banking firm of N. Hahn & Co., Inc., in connection with
a cash-out for creditors option under the Debtors' proposed
Chapter 11 Reorganization Plan.

Mr. Kim will identify and secure sources of financing for the
Acquisition Option set forth in the Plan.  The essential component
of these services involves negotiating a guarantee or other
financing from the Export-Import Bank, an independent U.S.
government agency established in 1934 to create jobs through
exports.

The Debtors and N. Hahn agrees the initial term of the retention
through July 31, 2003 and an automatic renewal for successive 30
day Renewal Terms, absent 30 day advance written non-renewal
notification.

The Debtors also agree to pay N. Hahn a two-part Retainer Fee:

     a) For the Initial Term -- $60,000 earned at the inception
        of the engagement

     b) Renewal Term -- $10,000 per month due and payable in
        advance.

Additionally, the Debtors will pay N. Hahn a two-tier Success Fee
equal to:

     a) 2% on any and all capital raised by N. Hahn, including
        without limitation any Ex-Im Bank guaranteed amount; and

     b) 0.5% on any Ex-lm Bank guaranteed capital that is raised
        independently of the contact, assistance, effort, and/or
        involvement of N. Hahn.

Malden Mills Industries, Inc., a worldwide producer of high-
quality branded fabric for apparel, footwear and home furnishings,
filed for chapter 11 protection on November 29, 2001 (Bankr. Mass.
Case No. 01-47214).  Richard E. Mikels, Esq., and John T. Morrier,
Esq., at Mintz, Levin, Cohn, Ferris represent the Debtors in their
restructuring efforts.


NATIONAL EQUIPMENT: Employing Kirkland & Ellis as Attorneys
-----------------------------------------------------------
National Equipment Services, Inc., and its debtor-affiliates ask
for permission from the U.S. Bankruptcy Court for the Northern
District of Illinois to employ Kirkland Ellis as their attorneys.

The Debtors expect Kirkland & Ellis to:

     a. advise the Debtors with respect to their powers and
        duties as debtors in possession in the continued
        management and operation of their businesses and
        properties;

     b. attend meetings mid negotiate with representatives of
        creditors and other parties in interest;

     c. take all necessary action to protect and preserve the
        Debtors' estates, including prosecuting actions on the
        Debtors' behalf, defending any action commenced against
        the Debtors and representing the Debtors' interests in
        negotiations concerning all litigation in which the
        Debtors are involved, including, but nut limited to,
        objections to claims filed against the estates;

     d. prepare on Debtors' behalf all motions, applications,
        answers, orders, reports, and papers necessary to the
        administration of the estates;

     e. take any necessary action on behalf of the Debtors to
        obtain confirmation of the Debtors' plan of
        reorganization;

     f. represent the Debtors in connection with obtaining
        postpetition loan;

     g. advise the Debtors it, connection with any potential
        sale of assets;

     h. appear before this Court, any appellate courts and the
        United States Trustee and protect the interests of the
        Debtors' estates before those Courts and the United
        States Trustee;

     i. consult with the Debtors regarding tax matters; and

     j. perform all other necessary legal services and provide
        all other necessary legal advice to the Debtors in
        connection with the Chapter 11 Cases.

The Debtors seek to retain Kirkland & Ellis as their attorneys
because the firm has extensive experience and knowledge in the
field of debtors' and creditors' rights and business
reorganizations under chapter 11 of the Bankruptcy Code.

James A. Stempel, a partner of Kirkland & Ellis reports that his
firm's hourly rates for attorneys employed in Restructuring,
Insolvency, Workout & Bankruptcy group currently range from $255
to $730 per hour.

National Equipment Services, headquartered in Evanston, Illinois,
rents specialty and general equipment to industrial and
construction end users. The Company filed for chapter 11
protection on June 27, 2003 (Bankr. N.D. Ill. Case No. 03-27626).
James A. Stempel, Esq., at Kirkland & Ellis represents the Debtors
in their restructuring efforts.  When the Company filed for
protection from its creditors, it listed debts and assets of over
$100 million each.


NATIONSRENT INC: Court Approves ICX Corp. Financing Agreement
-------------------------------------------------------------
U.S. Bankruptcy Court Judge Walsh approves the NationsRent
Debtors' financing agreements with ICX Corporation.

                         Backgrounder

NationsRent Inc., and its debtor-affiliates identified a
significant number of equipment agreements that were denominated
as leases but are actually financing arrangements.  In June and
July 2002, the Debtors commenced adversary proceedings against
certain of their equipment lessors seeking to recharacterize
these equipment leases as financing agreements.  In particular,
the Debtors initiated separate adversary proceedings against
Banc of America Leasing & Capital Inc., ICX Corporation and M
Credit Inc., to recharacterize their prepetition agreements.
The Debtors and the three lessors are parties to various leasing
and financing arrangements within which the Debtors regularly
obtain equipment for their rental fleet.

Since that time, the Debtors and the lessors have actively been
involved in arm's-length discussions regarding their obligations
under the Prepetition Agreements.  Consequently, the parties
agree to enter into separate Master Inventory Financing,
Security and Settlement Agreements.

Under each Agreement, the lessors will sell the Debtors certain
equipment that was subject to the Prepetition Agreements.  The
Debtors will finance the purchase of the inventory by borrowing
these amounts:

                  Lessor                     Amount
                  ------                     ------
                  Banc of America        $2,862,232
                  ICX Corporation         2,995,000
                  M Credit                8,648,750

On the effective date of the sale, the lessors will make loans
to the Debtors at 7% interest rate per annum.  For each loan,
the Debtors will issue to the lessors promissory notes,
identifying the equipment subject to the loan.  The Debtors will
pay the interest quarterly in arrears starting July 1, 2003.

To secure the Debtors' outstanding obligations under the Master
Agreements and with respect to the Loans, the lessors will
retain or acquire a security interest in the Inventory,
including certain proceeds.

The Master Agreements also contemplate the modification of the
automatic stay to permit the lessors to:

     -- file necessary documents to perfect their interests and
        liens granted with respect to the Master Agreements; and

     -- on the occurrence of an event of default:

        (a) terminate the Master Agreements, each promissory
            note and any other documents and agreements in
            connection with the Loans;

        (b) declare the Debtors' outstanding obligations under
            the Master Agreements and each note immediately due
            and payable;

        (c) exercise the rights of a secured party under the
            Uniform Commercial Code to take possession and
            dispose of the collateral under the Master Agreement
            and the Loans; and

        (d) exercise any other rights and remedies under
            applicable law.

The Master Agreements also contemplate the termination of the
Debtors' Prepetition Agreements with the lessors on the
effective date of the sale.  As a consequence, each lessor will
have an allowed unsecured non-priority claim on account of the
deficiency claims and other general unsecured claims against the
Debtors pursuant to the Prepetition Agreements:

                  Lessor                     Amount
                  ------                     ------
                  Banc of America        $1,127,904
                  ICX Corporation         3,021,199
                  M Credit                4,004,125

The lessors will have no further claims. (NationsRent Bankruptcy
News, Issue No. 34; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


NRG ENERGY: Gets Blessing to Hire Ordinary Course Professionals
---------------------------------------------------------------
Matthew A. Cantor, Esq., at Kirkland & Ellis, in New York, tells
the Court that NRG Energy, Inc., and its debtor-affiliates desire
to continue to employ certain professionals in the ordinary course
of business.  These professionals render a wide range of legal,
tax, real estate, finance, insurance and other services that
impact the Debtors' daily operations and will inevitably be
necessary to assist with the reorganization of the Debtors'
business operations.

Accordingly, the Debtors sought and obtained the Court's
authority, pursuant to Sections 105(a), 327, 328, and 330 of the
Bankruptcy Code, to employ the Ordinary Course Professionals
without the submission of a separate employment application,
affidavit, and the issuance of a separate retention order for
each individual professional.

The Court orders each professional firm or company retained as an
Ordinary Course Professional to file and serve an affidavit and
retention questionnaire to the U.S. Trustee.

Mr. Cantor notes that the affidavit and retention questionnaire
will set forth that the professional firm or company does not
represent or hold any interest adverse to the Debtors or their
estates with respect to the matter on which the professional is
to be employed.

The Debtors are authorized to supplement the list of Ordinary
Course Professionals from time to time as necessary.  The Debtors
will file a notice with this Court listing the additional
Ordinary Course Professionals that the Debtors intend to employ
and to serve the notice on:

    -- the U.S. Trustee;

    -- the attorneys for the Debtors' secured prepetition lenders;

    -- the attorneys for the Debtors' postpetition lenders;

    -- the attorneys for any statutory committees appointed in
       these cases; and

    -- all other parties that have filed a notice of appearance in
       these Chapter 11 cases.

The Debtors are authorized, but not required, to make periodic
payments for postpetition compensation and reimbursement of
postpetition expenses to each of the Ordinary Course Professionals
in the manner customarily made by the Debtors prior to the
commencement of these cases in the full amount billed by any
Ordinary Course Professional, upon receipt of reasonable detailed
invoices indicating the nature of the professional services
rendered and disbursements actually incurred, and calculated in
accordance with the professional's standard billing practices.

However, if any Ordinary Course Professional's fees and
disbursements exceed $50,000 per month or $600,000 annually in
the aggregate, then the payment to the Ordinary Course
Professional or the excess will be subject to Court approval. The
total aggregate payments to all Ordinary Course Professionals must
not exceed $9,650,000 over the course of these Chapter 11 cases.
(NRG Energy Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


OBECO INC: Enters Agreement to Sell Assets to Art's-Way Manufac.
----------------------------------------------------------------
Art's-Way Manufacturing Co., Inc. (Nasdaq: ARTW) has entered into
an agreement to purchase OBECO Incorporated, a manufacturer of
steel truck bodies located in Cherokee, Iowa. The agreement
includes the purchase of real estate, all inventory, intellectual
materials, machinery, tooling, fixtures and the company name. The
name of the Company will change to Cherokee Truck Bodies,
Incorporated, but the truck bodies will continue to be sold under
the recognized name OBECO. The company will continue to be located
in Cherokee, Iowa.

The United States Bankruptcy Court has approved the sale and the
anticipated closing date for the acquisition is set for July 25,
2003. It is anticipated that this transaction will cost
approximately $500,000.

This acquisition fits in with Art's-Way metal fabrication
capability and provides diversification to its agricultural
implement product offerings. We believe this action will
facilitate growing the business and improving shareholder value.

Art's-Way is primarily engaged in the fabrication and sale of
metal products in the agricultural sector of the United Stated
economy. Major products offerings include animal feed processing
equipment, sugar beet and potato harvesting equipment, land
maintenance equipment, finished mowing and crop shredding
equipment, and seed planting equipment. A significant part of the
Company's business is supplying tillage, hay blowers and finish
mowers to several original equipment manufactures. After market
service parts availability is also an important part of the
Company's business.


OCWEN RESIDENTIAL: Fitch Takes Various Rating Actions on 4 Issues
-----------------------------------------------------------------
Fitch Ratings has taken rating action on the following Ocwen
Residential MBS Corporation issues:

Ocwen 1998-R1

     -- Class A1,A3,A-WAC affirmed at 'AAA';
     -- Class B-1 affirmed at 'AA';
     -- Class B-2 affirmed at 'A';
     -- Class B-3 affirmed at 'BBB'.

Ocwen 1998-R2

     -- Class A1A,A2A,A3A,A2F,PF,XF,AP affirmed at 'AAA'.

Ocwen 1998-R3

     -- Class A1,A-WAC affirmed at 'AAA';
     -- Class B-1 rated 'AA' placed on Rating Watch Negative.
     -- Class B-2 downgraded to 'BB' from 'BBB'.

Ocwen 1999-R1- Group A

     -- Class A1-A,AP-A affirmed at 'AAA';
     -- Class B-1A affirmed at 'AA';
     -- Class B-2A affirmed at 'A';
     -- Class B-3A affirmed at 'BBB';
     -- Class B-4A affirmed at 'BB';
     -- Class B-5A downgraded to 'CCC' from 'B'.

Ocwen 1999-R1- Group F

     -- Class A1-F,AP-F affirmed at 'AAA';
     -- Class B-1F affirmed at 'AA';
     -- Class B-2F affirmed at 'A';
     -- Class B-3F affirmed at 'BBB';
     -- Class B-4F downgraded to 'B' from 'BB'.

The negative rating actions are taken due to the level of losses
incurred and the high delinquencies in relation to the applicable
credit support levels as of the May 25, 2003 distribution date.


OMNICARE: Completes Redemption of Conv. Subordinated Debentures
---------------------------------------------------------------
Omnicare, Inc. (NYSE: OCR), has completed the previously announced
redemption of the entire $345 million aggregate principal amount
of the Company's outstanding 5% convertible subordinated
debentures due 2007 and convertible into 8,712,121 shares of
common stock.  Omnicare financed the redemption with the net
proceeds from its previously announced offering of 4% trust PIERS
(Preferred Income Equity Redeemable Securities) and a portion of
the net proceeds from its previously announced offering of
6,468,750 shares of common stock, both completed on June 13, 2003.

The Company had purchased $106.5 million of the aggregate
principal amount of the outstanding 5% convertible subordinated
debentures during the period June 18 to June 30, 2003, and the
remaining $238.5 million of the aggregate principal amount of the
debentures by July 14, 2003.  The total redemption price,
including the call premium, was approximately $353.9 million.  The
call premium, along with the write-off of remaining unamortized
debt issuance costs relating to the 5% convertible debentures,
will be recognized in the period in which the debentures were
redeemed.  Accordingly, $4.1 million pre-tax will be recognized in
the quarter ended June 30, 2003 and $8.6 million pre-tax will be
recognized in the quarter ended September 30, 2003.

Omnicare, based in Covington, Kentucky, is a leading provider of
pharmaceutical care for the elderly.  Omnicare serves residents in
long-term care facilities comprising approximately 935,000 beds in
47 states, making it the nation's largest provider of professional
pharmacy, related consulting and data management services for
skilled nursing, assisted living and other institutional
healthcare providers.  Omnicare also provides clinical research
services for the pharmaceutical and biotechnology industries in 29
countries worldwide. Visit http://www.omnicare.comfor more
information.

As reported in Troubled Company Reporter's June 6, 2003 edition,
Standard & Poor's Ratings Services assigned its 'BBB-' rating to
Omnicare Inc.'s $500 million unsecured revolving credit facility
due 2007 and its $250 million senior unsecured term loan due 2007.
Standard & Poor's also assigned a 'BB+' rating to the company's
$250 million senior subordinated notes due 2013, and a 'BB' rating
to the company's $250 million convertible trust preferred income
equity redeemable securities (Trust PIERS) due 2033. Both the
senior subordinated notes and the Trust PIERS are shelf drawdowns.

At the same time, Standard & Poor's affirmed the 'BBB-' corporate
credit rating on Omnicare, an institutional pharmacy chain. The
ratings are removed from CreditWatch, where they were originally
placed after Omnicare announced that it would acquire rival
institutional pharmacy provider NCS Healthcare Inc.


OXFORD INDUSTRIES: Board Declares Quarterly Cash Dividend
---------------------------------------------------------
The Board of Directors of Oxford Industries, Inc. (NYSE: OXM)
declared a cash dividend of $0.21 per share on Common Stock
payable August 30, 2003 to stockholders of record on August 18,
2003.  This is the 173rd consecutive quarterly cash dividend since
Oxford became publicly-owned in 1960.

Oxford Industries, Inc. is a diversified international
manufacturer and wholesale marketer of branded and private label
apparel for men, women and children.  With manufacturing and
sourcing operations in over 40 countries around the globe, Oxford
provides retailers and consumer with a wide variety of apparel
products and services to suit their individual needs. Major
licensed brands include Tommy Hilfiger(R), Nautica(R), Geoffrey
Beene(R), Slates(R), and Oscar de la Renta(R).  Oxford's private
label customers are found in every major channel of distribution
including national chains, specialty catalogs, mass merchandisers,
department stores, specialty stores and Internet retailers.

Oxford Industries recently purchased Viewpoint International, the
owner of the Tommy Bahama brand of lifestyle apparel and home
furnishings.  This brand includes upscale men's and women's
sportswear, swimwear, accessories and a complete home collection.
Viewpoint also produces two additional collections under the Tommy
Bahama label, Indigo Palms(TM) and Island Soft(TM).  It operates
over 30 Tommy Bahama retail locations across the country,
including six retail/restaurant compounds.

Oxford's stock has traded on the NYSE since 1964 under the symbol
OXM. Visit its Web site at http://www.oxfordinc.comfor more
information.

As reported in Troubled Company Reporter's May 1, 2003 edition,
Standard & Poor's Ratings Services assigned its 'BB-' long-term
corporate credit rating to Oxford Industries Inc. At the same
time, Standard & Poor's assigned its 'B' unsecured debt rating to
the company's proposed $175 million senior notes due 2011. The
notes are being offered pursuant to Rule 144A under the Securities
Act of 1933, with registration rights.

The ratings outlook on Oxford is stable.

The senior notes' rating is subject to Standard & Poor's review of
the final documentation. The senior unsecured debt rating is two
notches below the corporate credit rating due to its junior
position relative to the large amount of secured bank debt.


PG&E NATIONAL: Wants Blessing to Maintain Existing Bank Accounts
----------------------------------------------------------------
In the ordinary course business, the PG&E National Energy Group
Debtors maintain collection and disbursement accounts for the
benefit of individual entities.  NEG maintains two bank accounts
for collection and disbursement at Mellon Bank and Citibank, N.A.
NEG previously received funds into the NEG Bank Accounts from
four primary sources:

    * Advances under the Corporate Revolver and the Senior Notes;

    * Equity contributions from PG&E Corporation;

    * Dividends, taxes and loan repayments from Subsidiaries; and

    * Interest income.

The primary disbursements made from the NEG Bank Accounts were:

    (a) principal and interest payments under the Senior Notes and
        Corporate Revolver;

    (b) reimbursements to non-debtor subsidiaries Power Services
        Company or NEG Services Company, LLC for expenses incurred
        on NEG's behalf;

    (c) equity contributions and intercompany loans to
        subsidiaries; and

    (d) tax payments, employee benefits reimbursements and
        miscellaneous reimbursements to PG&E Corporation.

NEG also pays some of its professionals periodic fees and expenses
from these accounts.

ET has 18 Bank Accounts for collection and disbursement:

    * Seven collection and disbursement accounts maintained with
      Mellon Bank;

    * Four accounts that serve as collateral for third parties
      maintained at different bank institutions and a tax
      reserve account;

    * Two payroll related accounts maintained with Mellon Bank;

    * Three accounts related to conducting business with Canadian
      vendors; and

    * The ET Concentration Account maintained with Mellon Bank in
      the name of ET Holdings.

The primary disbursements made from the ET Bank Accounts are:

    (a) Margin and settlement payments to counterparties;

    (b) Payroll expenses;

    (c) Miscellaneous cash payments to third parties respecting
        taxes, customs and other transportation costs relating to
        the operation of ET's business;

    (d) Reimbursements to Power Services or NEG Services for
        expenses incurred on behalf of the ET Debtors;

    (e) Dividends to NEG; and

    (e) Reimbursements to its parent, PG&E Corporation for tax
        payments, employee benefits and miscellaneous allocated
        general and administrative costs.

The United States Trustee has established certain operating
guidelines for debtors-in-possession that operate their
businesses.  One provision requires a Chapter 11 debtor to open
new bank accounts and close all existing accounts.  This
requirement, designed to provide a clear line of demarcation
between prepetition and postpetition claims and payments, helps
to protect against the inadvertent payment of prepetition claims
by preventing the banks from honoring checks drawn before the
Petition Date.

But Martin T. Fletcher, Esq., at Whiteford, Taylor & Preston,
LLP, in Baltimore, Maryland, contends that if the guidelines were
enforced in the NEG Debtors' cases, it would cause enormous
disruption in the Debtors' businesses and would impair their
efforts to reorganize.  Requiring the NEG Debtors to substitute
new debtor-in-possession accounts, while continuing the existence
of the remaining Bank Accounts for their non-debtor Affiliates,
would cause unnecessary delays and confusion.

To ensure a smooth transition into Chapter 11, the Court waives
the U.S. Trustee's requirement on an interim basis and authorizes
the Debtors to maintain existing Bank Accounts postpetition.  The
Debtors are also authorized to open or close bank accounts in
their discretion as they deem necessary, or as required under
further Court order.  Every bank at which a Debtor Account is
maintained is authorized to continue servicing and administering
such Accounts as debtors-in-possession accounts without
interruption and in the usual and ordinary course.  The banks are
also directed to receive, process, honor and pay any and all
checks and drafts drawn on, and electronic transfer requests made
on, those Accounts on or after the Petition Date. (PG&E National
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


PHLO CORP: Pulls Plug on Marcum & Kliegman Engagement as Auditor
----------------------------------------------------------------
On July 2, 2003, Phlo Corporation dismissed Marcum & Kliegman LLP
as its independent accountant.  The Company's decision was
approved by the Company's Board of Directors.

M&K's reports on the Company's financial statements for fiscal
years 2002 and 2001 included a going-concern opinion, in which M&K
reported that the Company's financial statements had been prepared
assuming that the Company will continue as a going concern and
that the Company's financial condition raised substantial doubt at
the time each report was issued about the Company's ability to
continue as a going concern. M&K has not issued an audit report on
any of the Company's financial statements since the Company filed
its annual report on July 15, 2002, for the Company's fiscal year
ended March 31, 2002.

After the completion of an initial screening process, the Company
has been approved as a client of a new independent accounting firm
for the audit of the Company's financial statements, subject to
the successful completion of the final stages of this accounting
firm's due diligence investigation.  The Company will make the
appropriate filings with the Commission upon the engagement of the
new independent accounting firm.


PHLO CORP: Intends to Spin-Off Part of Biotechnologies Business
---------------------------------------------------------------
Phlo Corporation intends to spin-off the portion of its business
that involves the development and commercialization of
biotechnologies capable of being incorporated into primarily
liquid products (for oral consumption) and foods, the
manufacturing and marketing of products resulting therefrom, and
the licensing or sublicensing of other biotechnologies. The
Company anticipates that the spin-off will be accomplished by the
distribution to Company shareholders of capital stock of an
affiliated company.

The assets of the affiliated company that the Company intends to
spin-off shall include, but may not be limited to, all rights
pursuant to an exclusive license for all uses (including
nutraceutical, biotechnological and pharmaceutical), worldwide, of
an invention, and all enhancements thereto, related to VEP/PPC
(Vitamin E phosphate/polyenylphosphatidylcholine) in a micro-
particle delivery system; all intellectual property related to the
Aquis Oral Rehydration Solution; biotechnology related to modified
pectin liposomal products and its possible use  as a cancer
treatment; and biotechnology related to insulin liposomal products
and its possible use as a treatment for  diabetes.  The Company
plans to complete the spin-off as expeditiously as possible.

The Company believes that the proposed spin-off will provide
greater value to shareholders by creating two public  corporate
entities that focus on separate scientific platforms and
businesses.  In addition, the spin-off will allow  the  management
of each company to better focus on the individual businesses of
the respective companies and facilitate the  establishment of
executive compensation that is more closely tied to the
performance of each individual company's results.  Finally, the
Company believes that the proposed spin-off will enhance each
company's access to financing.

Phlo Corporation's December 31, 2002 balance sheet shows a working
capital deficit of about $2 million, and a total shareholders'
equity deficit of about $2 million.

Phlo Corporation, a Delaware corporation incorporated in December
1995, and its affiliates is a manufacturer of beverages and
liquids containing patented and patent-pending biotechnologies.
The Company sells its products to distributors, who offer the
products for sale in high volume chain stores, such as
supermarkets and drug and convenience stores. The Company is
positioned as a biotechnology company which is using high volume
distribution networks to commercialize its technology. Central to
the Company's strategic development plan is the development,
acquisition, and/or exclusive licensing of proprietary technology,
nutraceutical, biotechnological and/or pharmaceutical in nature,
which the Company initially plans to convey to consumers through
the use of liquid formulations and beverage systems. The Company
is focusing its technology acquisition efforts of those
technologies related to preventing or ameliorating cancer,
reducing the effects of aging, and enhancing cognition and
personal performance.


PILLOWTEX: Term Loan Lenders Extend Forbearance Pact to July 21
---------------------------------------------------------------
Pillowtex Corporation's (OTC Bulletin Board: PWTX) term loan
lenders have extended a forbearance agreement set to expire July
14, 2003. 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 forbearance
agreement is now in effect through July 21, 2003. The Company is
continuing to work with its term loan and revolving loan lenders
in reviewing its strategic alternatives.

Pillowtex Corporation, headquartered in Kannapolis, N.C., is a
leading designer, marketer and producer of home fashion products
including towels, sheets, rugs, blankets, pillows, mattress pads,
feather beds, comforters and decorative bedroom and bath
accessories. The Company markets products under its own brand
names including Cannon(R), Fieldcrest(R), Royal Velvet(R) and
Charisma(R). The Company also designs and manufactures private-
label home textile products for leading retailers. Pillowtex
operates manufacturing and distribution facilities in the U.S. and
Canada and employs approximately 7,800 people.


PRESIDENT CASINOS: May 31 Balance Sheet Upside-Down by $49 Mill.
----------------------------------------------------------------
President Casinos, Inc. (OTC:PREZ) announced results of operations
for the first quarter ended May 31, 2003.

For the first quarter ended May 31, 2003, the Company reported net
income of $0.4 million, compared to a net loss of $2.7 million for
the first quarter ended May 31, 2002. Revenues for the first
quarter ended May 31, 2003 were $32.1 million, compared to
revenues of $33.4 million for the first quarter ended May 31,
2002. The increase in income is primarily the result of a $2.7
million decrease in interest expense resulting from the June 20,
2002 voluntary petition under Chapter 11 of the Bankruptcy Code,
whereby the noteholders of the Senior Exchange Notes and the
Secured Notes were deemed by management to be undersecured and as
a result, interest ceased to accrue as of the date thereof.

Expense reductions in Biloxi offset a $0.4 million decline in
revenue, resulting in a $0.2 million increase in Biloxi's
operating income. Cost controls in St. Louis partially offset a
$0.9 million decrease in revenue limiting the reduction of
operating income to $0.2 million. In addition, corporate
administrative costs were reduced by $0.3 million for the same
period. These factors resulted in an increase of operating income
to $2.5 million for the period ending May 31, 2003 from $2.2
million for the period ending May 31, 2002, resulting in a
positive increase in operating income of $0.3 million.

At May 31, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $49 million.

President Casinos, Inc. owns and operates dockside gaming
facilities in Biloxi, Mississippi and downtown St. Louis,
Missouri, north of the Gateway Arch.


PRO RATA FUNDING: S&P Assigns BB Prelim. Rating to Class D Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Pro Rata Funding Ltd./Pro Rata Funding Inc.'s $150
million floating-rate notes.

The preliminary ratings are based on information as of July 14,
2003. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.

     The preliminary ratings reflect:

     -- The expected commensurate level of credit support in the
        form of subordination to be provided by the notes junior
        to the respective classes;

     -- The cash flow structure, which is subject to various
        stresses requested by Standard & Poor's;

     -- The experience of the collateral manager; and

     -- The legal structure of the transaction, which includes the
        bankruptcy remoteness of the issuer.

                     PRELIMINARY RATINGS ASSIGNED
             Pro Rata Funding Ltd./Pro Rata Funding Inc.

        Class              Rating      Amount (mil. $)
        A                  AAA                      43
        B                  A-                       54
        C                  BBB                      13
        D                  BB                        7
        Preferred equity
          certificates     N.R.                     33


REGUS BUSINESS: Court Approves Togut Segal as Conflicts Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Regus
Business Centre Corp., and its debtor-affiliates' on-going chapter
11 cases sought and obtained approval from the U.S. Bankruptcy
Court for the Southern District of New York to employ Togut Segal
& Segal LLP as Special Conflicts Counsel.

Upon review, Regus Business Centre Corporation, a Debtor in these
chapter 11 cases, maintains, among others, a principal operating
account, out of which it manages cash receipts and disbursements,
an investment sweep account, where funds from the principal
operating account are allowed to accrue interest overnight, and a
deposit account, into which RBCC has deposited a certificate of
deposit for the cash collateralization of the letters of credit
that RBCC has posted for the benefit of certain of its landlords,
with JP Morgan Chase. Based on these relationships, Chase has
asserted that it is a secured creditor of the Debtors and their
affiliates.

The United States Trustee has requested that the Committee retain
conflicts counsel to deal with Chase-related matters because Kaye
Scholer may represent Chase in matters unrelated to the Debtors'
chapter 11 cases.

Accordingly, the Committee wants to retain Togut Segal as its
special conflicts counsel to deal with all Chase-related matters
in these cases.

Frank Oswald, Esq., a member of Togut Segal reports that the
current hourly rates charged by Togut Segal for professionals and
paraprofessionals employed in its offices are provided:

          Partners             $550 - $675 per hour
          Associates           $205 - $470 per hour
          Paraprofessionals    $100 - $170 per hour

The Committee reports that they have selected Ernst & Young
Corporate Finance LLP to serve as its financial advisor in Regus'
cases.

Regus Business Centre Corp., filed for chapter 11 protection on
January 14, 2003 (Bankr. S.D.N.Y. Case No. 03-20026). Karen Dine,
Esq., at Pillsbury Winthrop LLP represents the Debtors in their
restructuring efforts. When the Debtors filed for protection from
its creditors, it listed debts and assets of:

                               Total Assets:    Total Debts:
                               -------------    ------------
Regus Business Centre Corp.    $161,619,000     $277,559,000
Regus Business Centre BV       $157,292,000     $160,193,000
Regus PLC                      $568,383,000      $27,961,000
Stratis Business Centers Inc.      $245,000       $2,327,000


SCHOOL SPECIALTY: S&P Assigns B+ Rating to $100-Mil. Sub. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
School Specialty Inc.'s planned $100 million convertible
subordinated notes due 2023. The notes will be issued under Rule
144A with registration rights and the proceeds will be used to
reduce the balance on the company's revolving credit facility.

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

Greenville, Wis.-based School Specialty has a leading position in
the school supplies industry with a 14% market share.

"The ratings on School Specialty reflect its participation in the
highly competitive and fragmented school supplies industry,
competition in certain segments from larger office products
companies, and the risks associated with its aggressive
acquisition growth strategy," stated credit analyst Robert
Lichtenstein. These factors are offset in part by the company's
market leadership, stable industry growth prospects, and good
cash flow.

Operating performance improved in the fiscal year ended
April 26, 2003, with EBITDA increasing 47% to $101.5 million. The
increase is attributable to acquisitions and margin enhancement at
acquired and existing specialty businesses partially offset by
softness in the traditional segment. As a result, credit
protection measures improved with EBITDA coverage of interest of
about 4.5x for the 12 months ended April 26, 2003, compared with
about 3.3x the year before, while total debt to EBITDA, which
includes $46 million in off-balance-sheet accounts receivable
securitization, declined to 3.5x from about 3.7x the year before.
Credit protection measures are expected to continue to improve as
the company realizes operating efficiencies from integrating
acquired entities.

Liquidity is adequate, with $2.4 million in cash and a $250
million revolving credit facility of which $126 million was
outstanding as of April 26, 2003. Borrowings under the credit
facility are significantly higher during the first two quarters of
the company's fiscal year to meet working capital needs for its
peak-selling season. The credit facility matures in April 2006 and
the existing convertible subordinated notes mature in 2008;
otherwise, the company's debt maturity schedule is light over the
next several years.

Standard & Poor's expects operating cash flow will be the
company's primary source to service debt and fund capital
expenditures.

School Specialty is expected to continue to make strategic
acquisitions as the main component of its growth strategy over the
next several years. Although the company has good cash flow
generation, its aggressive growth strategy through debt-financed
acquisitions limits the potential for an upgrade.


SFA COLLATERALIZED: Fitch Hatchets 3 Note Class Ratings to B-/C
---------------------------------------------------------------
Fitch Ratings downgrades and removes from Rating Watch Negative
four classes of notes issued by SFA Collateralized Asset-Backed
Securities I Trust. The transaction, a collateralized debt
obligation, is supported by a diversified portfolio of asset-
backed securities, residential mortgage-backed securities and
commercial mortgage-backed securities.

The rating actions are based on the recent deterioration of the
credit fundamentals of the portfolio to the point where the risk
is no longer consistent with the current ratings. The portfolio
contains a number of securities whereby default is probable,
although only two assets in the current portfolio are classified
as defaulted. In addition, the current interest rate environment
has placed increased pressure on excess spread. The deterioration
in excess spread has caused the class C to begin to pay in kind
(PIK) as there is not enough cash to meet current coupon accruals.
Deferred interest is currently $1,236,210.

The following classes have been downgraded and removed from Rating
Watch Negative:

SFA Collateralized Asset-Backed Securities I Trust

        -- Class A floating-rate notes 'AA+' from 'AAA';
        -- Class B-1 floating-rate notes 'B-' from 'BBB';
        -- Class B-2 fixed-rate notes 'B-' from 'BBB';
        -- Class C fixed-rate notes 'C' from 'B'.

SFA CABS I Trust, managed by Structured Finance Advisors, Inc.,
was established in June 2000 to issue $250 million in notes and
trust certificates. According to the June 2003 trustee report, the
transaction is failing the weighted average coupon test, the Fitch
weighted average rating factor test and class A, B and C
overcollateralization tests.

The Fitch WARF was 29.30 during this period, which far exceeds the
rating limitation of 14. This is a substantial decline in the WARF
since our last review of the transaction (in the fall of 2002)
when the WARF was 19.97. The decline in the WARF underscores the
substantial worsening of credit quality of the collateral pool
since closing. CABS I holds a number of securities that Fitch has
identified as having an increased potential for adverse impact on
the ability of the CDO to pay timely interest and ultimate
principal on the class A and B notes and ultimate interest and
principal on the class C notes and the trust certificates. Several
assets in the collateral pool have experienced substantial
deterioration in credit quality, including exposure to mutual fund
fee and aircraft transactions.

The class A overcollateralization test breached the 122.0%
trigger, with an actual ratio of 118.41%. The class B OC test
breached the 109.5% trigger, with an actual ratio of 105.27%. The
class C OC test breached the 101.5% trigger, with an actual ratio
of 96.97%, causing an amortization of the notes.


SOLECTRON: Obtains Covenant Amendments Under Credit Facilities
--------------------------------------------------------------
Solectron Corporation (NYSE:SLR), a leading provider of
electronics manufacturing and supply-chain services, has obtained
amendments to the definitions of minimum tangible net worth
covenants of the company's undrawn, $450 million credit fcilities.
As a result, the company remains in compliance with all of its
debt covenants.

The amendments were obtained July 9 and are effective rtroactively
to May 30, 2003.

In its June 19 earnings release, Solectron said it was seeking the
amendments as a result of non-cash charges recorded in the
company's fiscal third quarter, which ended in May.

Information about the amendments was contained in Solectron's Form
10-Q report filed Friday with the Securities and Exchange
Commission.

Solectron -- http://www.solectron.com-- provides a full range of
global manufacturing and supply-chain management services to the
world's premier high-tech electronics companies. Solectron's
offerings include new-product design and introduction services,
materials management, high-tech product manufacturing, and product
warranty and end-of-life support. The company is based in
Milpitas, Calif., and had sales of $12.3 billion in fiscal 2002.

                         *     *     *

As reported in Troubled Company Reporter's June 24, 2003 edition,
Fitch Ratings placed Solectron Corporation's 'BB' senior unsecured
debt, 'BB+' $450 million senior secured credit facility, and 'B+'
Adjustable Conversion Rate Equity Security Units on Rating Watch
Negative. Approximately $3.1 billion of debt is affected by
Fitch's action.

Standard & Poor's Ratings Services placed its 'BB-' corporate
credit and its other ratings for Solectron Corp. on CreditWatch
with negative implications following the company's announcement of
lower-than-expected profitability in the May 2003 quarter, as well
as a bank covenant violation and a number of large accounting
charges.


SOLUTIA: Renews Call for Expedited Appeal to Penn. Supreme Court
----------------------------------------------------------------
Solutia (NYSE: SOI) has filed a brief responding to the
Commonwealth of Pennsylvania's position on Solutia's appeal of a
2002 ruling by the Commonwealth Court.  The case involves
Solutia's liability for the cost of replacing the Transportation
and Safety Building in Harrisburg that had been occupied by the
Pennsylvania Department of Transportation and was the site of a
major fire in 1994.

In its brief to the Pennsylvania Supreme Court, Solutia said there
are several major flaws in the State's response to Solutia's
appeal.

The Company's brief makes the following key points:

    -- The Commonwealth has ignored the major legal issues raised
       by this case, notably the radical expansion of tort
       liability by the lower court, which transformed strict
       liability to absolute liability and which permitted, for
       the first time in Pennsylvania history, replacement cost
       damages for an office building, without limitation to the
       building's actual value.

    -- The court eliminated the long-standing requirement for
       expert testimony, even in the case of complex scientific
       causation issues.

    -- The lower court permitted the case to proceed even though
       the evidence was that any risks to building occupants
       associated with PCBs was either zero or well below
       background risks for such everyday activities as breathing
       the air in one's own home, eating food and drinking tap
       water.

    -- The lower court permitted the Commonwealth to place before
       the jury damages for a new $135 million building even
       though it was undisputed that their old building could have
       been remediated in a matter of weeks for about $500,000
       (assuming any remediation was actually necessary).

    -- The lower court permitted the case to proceed even though
       PennDOT's own health study of its workers showed no actual
       PCB exposure.

    -- The state's position that a catastrophic fire, the worst in
       the history of Harrisburg, represented an intended use of
       the product is totally contrary to Pennsylvania law.  If
       the trial court's decision is applied to other building
       construction materials, contents and components that could
       emit toxic chemicals when burned in a building fire -- such
       as wood, computers, telephones, wallpaper and desks --
       manufacturers of such products could be found absolutely
       liable as well.

    -- The nations leading academic authorities on products
       liability, after reviewing the trial record in this case,
       submitted a brief to the Supreme Court in which they
       forcefully asserted that the Commonwealth failed to prove
       that Solutia's product was "unreasonably dangerous" as
       required under Pennsylvania law.

    -- Under Pennsylvania product liability law, the
       Commonwealth's evidence on its product defect claim is
       insufficient and inadmissible to prove a strict liability
       case.

    -- The court ruled that Monsanto was not denied its right to a
       fair and impartial jury despite the fact that the jury
       foreman, who cast the deciding vote against Monsanto,
       failed to disclose his unsubstantiated belief that exposure
       to PCBs caused a close family member to develop cancer.

Solutia, the successor company to Monsanto, the original producer
of the PCBs in question, has requested that the Pennsylvania
Supreme Court expedite its review of the case.

"The company believes that its position in this matter is strong,
that there is a large body of informed legal opinion that agrees
with its position, and looks forward to having the opportunity to
present its arguments before the Pennsylvania Supreme Court," said
Solutia's Glenn Ruskin.

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


SONO-TEK CORP: Reports Slight Decline in First Quarter Results
--------------------------------------------------------------
Sono-Tek Corporation (OTC Bulletin Board: SOTK) announced sales of
$758,523 for the three months ended May 31, 2003, a decrease of 3%
or $22,335 compared to sales of $780,858 for the same period of
last year. Operating income for the first three months of the year
was $60,783 or 8% of sales compared to $66,814 or 9% of sales for
the prior year period. For the three months ended May 31, 2003 the
Company had net income of $11,047 compared to $33,426 for the
prior year period.

Our balance sheet is improved from last year at this time with
working capital at $445,149 at May 31, 2003 from working capital
of $260,840 last year, liabilities have been reduced from
$2,269,590 at May 31, 2002 to $2,047,411 at May 31, 2003, and
shareholders' deficiency reduced from $749,128 at May 31, 2002 to
$628,406 at May 31, 2003. Management has taken action to preserve
working capital by seeking longer term financing, and by
restructuring agreements with current lenders to defer payments of
principal.

The Company has experienced a turn-around in profitability during
the last eight quarters as a result of changes in management,
discontinuance of unprofitable business segments, reductions in
the cost structure, and settlements with creditors. The Company
has benefited from maintaining a stable work force and a cohesive
management team. The Company expects these benefits to be
strategic assets as the economy recovers. The Company has returned
its focus to its core business, ultrasonic nozzles and systems,
and has partially offset the downturn in its traditional
electronics industry offerings by developing new uses for its
products in the growing medical products field, the defense
industry, liquid metal powder manufacturing, glass coatings, non-
woven fabrics, and spray drying.

According to Dr. Christopher L. Coccio, Sono-Tek's CEO and
President, "The Company has developed and introduced the SonoFlux
2000F fluxer and a new liquid metal nozzle system and has sold
over 50 nozzle systems specifically designed for coating arterial
stents. We are continuing to develop coating systems for medical
device customers and other customers in a diverse range of
industries, and expect to continue to create new business
opportunities in these fields".

For further information, visit http://www.sono-tek.com

Sono-Tek Corporation is a leading developer and manufacturer of
liquid spray products based on its proprietary ultrasonic nozzle
technology. Founded in 1975, the Company's products have long been
recognized for their performance, quality, and reliability.

As reported in Troubled Company Reporter's June 4, 2003 edition,
the Company's balance sheet is slightly improved from last year
at this time with working capital at $527,085 at February 28,
2003 from working capital of $499,948 last year, liabilities
have been reduced from $2,452,461 at February 28, 2002 to
$2,074,807 at February 28, 2003, and shareholders' deficiency
reduced from $782,554 at February 28, 2002 to $639,453 at
February 28, 2003. Management has taken action to preserve
working capital by seeking longer term financing, and by
restructuring agreements with current lenders to defer payments
of principal.

The Company experienced a turn-around in profitability during
the last seven quarters as a result of changes in management,
discontinuance of unprofitable business segments, reductions in
the cost structure, and settlements with creditors. The Company
has benefited from having a stable work force and a cohesive
management team and expects this to be an asset as the economy
recovers. The Company returned its focus to its core business,
ultrasonic nozzles and systems, and partially offset the
downturn in the electronics industry by developing new uses for
its products in the growing medical products field, and the
defense industry.


SPIEGEL INC: Honoring & Paying Prepetition Insurance Obligations
----------------------------------------------------------------
As previously reported, The Spiegel Inc., and its debtor-
affiliates sought and obtained the Court's authority to pay
prepetition obligations necessary to maintain their insurance
coverage in effect.  However, the relief granted in the First Day
Insurance Order only authorized the Debtors to make payments of
prepetition obligations necessary to maintain those insurance
policies in effect that were set forth in the First Day Insurance
Motion which -- based on an oversight by the Debtors -- did not
include prepetition premium payments on their excess liability
insurance.

The Spiegel Group has a long-standing relationship with the
European insurance community, specifically with the insurance
company Haftpflichtverband der Deutschen Industrie
Versicherungsverein auf Gegenseitigkeit or HDI, a German
corporation, and its U.S. subsidiary, Insurance Company of
Hannover or ICH.  The Spiegel Group developed this relationship
with HDI and ICH due to the Spiegel Group's relationship with
Spiegel Holdings, Inc. and Otto GmbH.  All of Spiegel's voting
Class B shares, representing 89% of the economic interest in
Spiegel's equity, are held by Spiegel Holdings.  The Debtors
understand that Dr. Michael Otto and family beneficially own more
than 50% of Spiegel Holdings common stock.  Dr. Otto is the
Chairman of the Spiegel Board of Directors and is the Chief
Executive Officer and Chairman of the Board of Directors of Otto
GmbH.  The Debtors also understand that HDI underwrites various
insurance policies provided to Otto GmbH and its affiliates.

The Spiegel Group has maintained liability insurance and excess
liability insurance with HDI and ICH that provides broad coverage
terms and self-administered claim handling.  The Spiegel Group
believes that its self-management of these insurance programs has
kept its total liability insurance costs below the median average
for companies of similar size.  The Spiegel Group currently
maintains $21,000,000 in general liability coverage underwritten
by ICH at a $363,000 cost to the Debtors.  In addition, the
Spiegel Group also maintains an additional $79,000,000 of excess
liability coverage due to the size and the nature of its total
operations.  The Excess Liability Coverage is underwritten by HDI
at a EUR137,060 cost to the Debtors.

The Excess Liability Coverage is provided under two policies.
The first $4,000,000 of the Excess Liability Coverage is written
as part of a master global policy, covering certain members of
the Otto Group and the Spiegel Group.  The remaining $75,000,000
is written for the Spiegel Group's liability exposure in the
United States.  The Spiegel Group has participated in each of
these excess liability policies for three years because it is
more cost effective to work with the Otto Group to obtain the
Excess Liability Policy, due to the Otto Group's relationships
with HDI and ICH, than it would have been for the Spiegel Group
to purchase a similar policy on its own.  The Debtors understand
that one of the Otto Group members acts as the broker to the
Excess Liability Policy.

In the ordinary course of their prepetition practice, the Debtors
would pay ICH directly for the General Liability Coverage and, as
of the Petition Date, were current in their payments.  However,
each year, members of the Otto Group would pay the entire premium
for the Excess Liability Policy, and would then invoice the
Spiegel Group for its pro rata portion of the Excess Liability
Premium.  For the period from March 1, 2003 to March 1, 2004,
members of the Otto Group were invoiced for the Excess Liability
Premium by HDI, and paid the entire amount in April 2003.  This
payment included the $161,000 of the Excess Liability Premium
that is allocable to the Spiegel Group in respect of coverage for
the period.  The Debtors have determined that this allocation of
the total Excess Liability Premium appropriately reflects the
actual cost of the Excess Liability Policy that is attributable
to the coverage.

Consequently, the Spiegel Group would reimburse the Otto Group
members for their premium portion within 30 days after the
members had made the payment.  However, due to their intervening
Chapter 11 cases, the Debtors did not reimburse in respect of the
Spiegel Excess Liability Premium for the 2003 to 2004 policy
period.  On a pro-rated basis, $7,000 of the $161,000 of the
Excess Liability Premium relates to the prepetition period
beginning March 1, 2003 to March 16, 2003.

The Debtors understand that the Otto Group has the ability to
cancel the Excess Liability Policy related to the Spiegel Group
for the non-payment of premium.  The Debtors have consulted with
their insurance broker and understand that, in the event the
Excess Liability Policy were to be cancelled and assuming that
they could obtain substitute excess liability coverage on similar
terms, their insurance premiums would increase by at least
$114,000 from the current cost of $161,000 to between $275,000
and $400,000.  Furthermore, the Spiegel Group's insurance broker
has advised that due to the Chapter 11 cases, it might be
difficult to find an insurance company willing to provide them
with substitute excess liability insurance.

Since ICH is a subsidiary of HDI, if the Debtors' Excess
Liability Coverage were to be cancelled by HDI and when their
current General Liability Coverage with ICH expires on March 1,
2004, there is also a substantial possibility that it would be
difficult to renew the policy for the coverage.

For these reasons, the Debtors sought and obtained the Court's
authority to pay prepetition obligations necessary to maintain
current Excess Liability Insurance Coverage.  The Court allowed
the Debtors to pay the Spiegel Excess Liability Premium, which
includes the $7,000 Prepetition Excess Liability Premium. (Spiegel
Bankruptcy News, Issue No. 8; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


TANBRIDGE CORP: Primary Lender Agrees to Forbear Until July 21
--------------------------------------------------------------
The Tanbridge Corporation received notice that its primary lender
has agreed to forbear from enforcing its rights under its existing
credit facility as against Tanbridge and its assets to and
including July 21, 2003. The notice advised this forebearance is
to permit Tanbridge an opportunity to develop a plan satisfactory
to the primary lender for recovery of the lender's loans to
Tanbridge.

Prior to receipt of the notice, Tanbridge had been operating under
a plan of restructuring which was accepted by the primary lender
on March 3, 2003. Since that time Tanbridge has continued to drive
for profitability, cash management and debt reduction. Despite
these efforts, the lender has determined that Tanbridge's
operating revenues have not met plan expectations and has set a
July 21, 2003 deadline to develop a satisfactory revised plan.
Tanbridge understands that, after that deadline, the primary
lender will continue to make operating credit available to
Tanbridge, subject to the lender's rights. Tanbridge has retained
the services of Kroll Restructuring Ltd. to assist it in
developing a plan that would be satisfactory to the primary
lender.

The Tanbridge Corporation is Canada's largest leather producer,
with plants located in Manitoba and Pennsylvania, as well as a
freeze-dry processor of food and other biological products, with
plants located in Ontario and New York. Its common shares are
traded on the Toronto Stock Exchange under the symbol TNB.


TECHCANA INC: Initiates Restructuring Program for Pan-O-Starr
-------------------------------------------------------------
TechCana Inc. (TSX-VN: TCN) announced that during the last quarter
ending April 30th, 2003, the Company has undertaken a refinancing
program for its subsidiary Pan-O-Starr inc., that has required a
new injection of capital in the amount of $1.5M from Innovatech
Regions Ressources and the reorganization of both secured and non
secured debts of the subsidiary.

Principally, the injection of funds in the amount of $1.5M into
the Company was done with the issue of equity amounting to $1.5M
in the Company through the issue of 10,000,000 shares valued at
$0.10 per share in favor of Innovatech and a convertible debenture
of $0.5M with 10% interest, maturity date set for July 31, 2008.
Interest on this debenture is capitalizable over the 12 months
following disbursement.

As for arrangements with the secured and non secured creditors, an
amount of $2.7M in non-secured debt has been stricken from the
debenture conversion of IRR ($452k) in capital shares of POS and
from the Investissement-Quebec loan ($350k) and the capital
reimbursements carried forward that amounts to $200k for the last
12 months. These arrangements have resulted in an extraordinary
gain of close to $2.5M in POS financial statements and bring about
an important adjustment in the financial structure. However, this
reorganization has resulted in bringing the number of TechCana
shares up from 11 969 355 to 21 969 355 before dilution.

So, as of April 30, 2003, the Company's working capital is over
$1M, liquid assets are over $1M and shareholder assets amount to
$1.9M compared to a deficit in assets in the amount of $1.9M
reflected in the last quarter ending January 31, 2003. The period
benefits of $1.8M is mainly attributable to reorganization with
the preferential creditors of the subsidiary, which means a profit
per share of 0.084 before dilution.

In this context of extraordinary earnings, the verification
committee is of the opinion that certain items on the balance
sheet could be depreciated between now and the end of the
financial year, mainly the pre-operating costs that were
capitalized during the start-up operation of the Company. This
item will be re-evaluated between now and the financial year-end
of TechCana.

During the last quarter the Pan-O-Starr subsidiary has achieved
sales in the amount of $412k and an arrangement with its creditors
that paralyzed a portion of its regular manufacturing operations.
Furthermore, a recovery plan was put into place involving its
inventory levels bringing about a devaluation of $210K. The
results for the period are an operating loss in the amount of
$643k, that is a loss per share of $0.029 before dilution and
adjustment.

Consequently, in order to allow installation of new equipment that
was planned for in the fixed assets portion of the investment
program, Techcana's management and members of the board of
directors decided to cease operations starting July 11, 2003 for a
period of a few weeks. This temporary operation stoppage would
allow time to change the plant layout and add in certain pieces of
equipment necessary to increase production levels in answer to
customer requirements.

Management and members of the board of directors are confident
that these measures will allow the Pan-O-Starr subsidiary to meet
its financial returns objectives. This new type of 100% solid wood
panel made up of edge-glued boards laminated with various wood
species will succeed in making the Company a leader in the supply
of solid wood panels -- http://www.panostarr.com


TERAYON COMMS: Names Douglas Sabella as Chief Operating Officer
---------------------------------------------------------------
Terayon Communication Systems, Inc. (Nasdaq: TERN), a leading
provider of broadband solutions, announced the appointment of
Douglas Sabella as Chief Operating Officer.  In this role, Sabella
will be responsible for directing the execution of the company's
operating and growth strategies, and will report directly to
Terayon's CEO Zaki Rakib.

Sabella brings an extensive operations and executive management
background in the telecommunications and software industries to
Terayon.  Most recently, Sabella served as president and COO of
Tumbleweed Communications Corp., a provider of secure Internet
communications software products.  During his tenure there, the
company managed a successful repositioning in the enterprise
software market while also achieving sequential bottom-line
financial improvement for eight consecutive quarters.  Sabella
also spent more than 15 years in executive management positions at
Lucent Technologies and AT&T, where he was responsible for
significant businesses, including the Communications Application
Group and the Octel Messaging Division.

"With the continuing strong growth prospects for broadband access
and our DOCSIS 2.0 leadership, Doug joins the company at an
opportune time to help us achieve the ambitious goals we have set
for ourselves," said Rakib.  "Doug has the proven ability to focus
a company's operational efforts, and his experience will help
enable us to execute with the precision necessary to maximize the
opportunities ahead of us."

Terayon Communication Systems, Inc. provides innovative broadband
systems and solutions for the delivery of advanced voice, data and
video services that are deployed by the world's leading cable
television operators.  Terayon, headquartered in Santa Clara,
California, has sales and support offices worldwide, and is traded
on the Nasdaq under the symbol TERN.  Terayon can be found on the
Web at http://www.terayon.com

                         *     *     *

As previously reported, Standard & Poor's revised its outlook on
cable Internet equipment company Terayon Communications Systems
Inc., to negative from stable after Terayon said that it
expected lower revenues for the June 2002 quarter than it had
previously.

At the same time, Standard & Poor's affirmed Santa Clara,
California-based Terayon's single-'B'-minus corporate credit
rating and triple-'C' subordinated debt rating.

Terayon lowered its revenue expectations following a drop in
sales of proprietary cable products. The company also faces
cable modem pricing pressures and customer financial
difficulties.


TRISM INC: Court Schedules Plan Confirmation Hearing for Aug. 4
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
approves the Disclosure Statement concerning the Joint Chapter 11
Liquidating Plan filed by Trism, Inc., on April 17, 2003.  The
Court determines that the Disclosure Statement contains adequate
information for the Debtors' creditors to arrive at reasoned
decisions when they vote on whether to accept or reject the
Debtors' Plan.

Written objections, if any, to confirmation of the Plan must be
filed not later than 4:00 p.m. on July 28, 2003 and must be
received by:

       i) Counsel for the Debtors:
          Mark G. Stingley, Esq.
          Bryan Cave LLP
          1200 Main Street, Suite 3500
          Kansas City, Missouri 64105
          Fax: (816) 374-3300

      ii) Counsel for Creditors Committee
          Lisa A. Epps, Esq.
          Scott J. Goldstein, Esq.
          Spencer Fane Britt & Browne LLP
          1000 Walnut Street, Suite 1400
          Kansas City, MO 64106
          Fax: (816) 474-3216

     iii) Office of the U.S. Trustee
          Jerry L. Phillips
          400 E. 9th Street, Room 3440
          Kansas City, Missouri 64106
          Fax: (816) 512-1967

      iv) Nicholas A. Franke, Esq.
          Spencer Fane Britt & Browne LLP
          120 S. Central Avenue, 5th Floor
          St. Louis, MO 63105
          Fax: (816) 862-4656

The Hearing to consider confirmation of the Plan is scheduled on
August 4, 2003 at 9:00 a.m., Kansas City Time, before the
Honorable Jerry W. Venters, at the United States Bankruptcy Court,
Western District of Missouri at Kansas City, 400 East 9th Street,
Kansas City, Missouri 64106.

Trism, Inc., the nation's largest trucking company specializing in
the transportation of heavy and over-dimensional freight and
equipment, as well as material such as munitions, explosives and
radioactive and hazardous waste, filed for chapter 11 protection
on December 18, 2001 (Bankr. W.D. Mo. Case No. 01-31323). Laurence
M. Frazen, Esq., at Bryan Cave LLP represents the Debtors in their
restructuring efforts. When the Company filed for protection from
its creditors, it listed $155 million in assets and $149 million
in debts.


UNITED AIRLINES: Airs Comments on Mechanics' Election Results
-------------------------------------------------------------
United Airlines, Inc. (OTC Bulletin Board: UALAQ) issued the
following statement by Sara Fields, United's Senior Vice
President - People, in response to the National Mediation Board's
announcement that United's mechanics and related employees voted
to change their union representation to the Aircraft Mechanics
Fraternal Association:

"United has always respected our employees' right to select their
union representation. We will work professionally and
cooperatively with all our unions as we move forward to make
United a more competitive and profitable enterprise for the long-
term."

These employees were formerly represented by the International
Association of Machinists and Aerospace Workers, District Lodge
141M (IAM 141M). Sixty- three percent (8,239 of 13,144) of the
eligible group voted; of the eligible employees who voted, 64%
(5,234) voted in favor of representation by AMFA. The NMB, a
federal agency that oversees union negotiations and elections in
the airline industry, tallied the final count in Washington, D.C.,
shortly after the polls officially closed today at 2 PM EDT.

All terms of the mechanics' contract including current terms of
wages, work rules and benefits, remain in place through April
2009, the negotiated duration of the collective bargaining
agreement. IAM will continue to represent United's ramp, public
contact, food service and security officers, maintenance
instructors and fleet technical instructors who were not involved
in the election.

United and United Express operate more than 3,300 flights a day on
a route network that spans the globe. News releases and other
information about United may be found at the company's Web site at
http://www.united.com


UNIFAB INT'L: Resets Annual Shareholders' Meeting for August 1
--------------------------------------------------------------
UNIFAB International, Inc. will hold its annual meeting of
shareholders on Friday, August 1, 2003, at 10:00 A.M. CDT, at the
headquarters of the Company, 5007 Port Road, New Iberia, Louisiana
70562.  The meeting will be held to consider and vote upon the
following proposals and to transact such other business as may
properly come before the annual meeting.

1. To elect eight directors to serve until the 2004 annual meeting
   or until their respective successors are duly elected and
   qualified;

2. To ratify the appointment of Deloitte & Touche LLP as UNIFAB's
   independent auditors to audit our financial statements for
   2003;

3. To amend the Company's Articles of Incorporation to increase
   the number of authorized shares of Company common stock
   to 150,000,000; and

4. To amend the Company's Articles of Incorporation to effect a
   one-for-ten reverse stock split pursuant to which every
   ten shares of Company common stock would be converted
   into one share of Company common stock.

Record Date: Close of business on June 2, 2003.

UNIFAB International, Inc. is a custom fabricator of topside
facilities, equipment modules and other structures used in the
development and production of oil and gas reserves.  In addition,
the Company designs and manufactures specialized process systems,
refurbishes and retrofits existing jackets and decks and provides
design, repair, refurbishment and conversion services for oil and
gas drilling rigs.

                         *    *    *

As previously reported in the Troubled Company Reporter, revenue
levels for the Company's structural fabrication, process system
design and fabrication and international project management and
design services are approximately forty percent of those in the
same period last year. During the first nine months of the year,
the Company has experienced reduced opportunities to bid on
projects and was eliminated from bidding on various projects as a
result of the substantial deterioration of the Company's financial
condition and results of operations experienced during the 2001
fiscal year. Further, the Company was unable to post sufficient
collateral to secure performance bonds and as a result was unable
to qualify to bid on various contracts. At September 30, 2002,
backlog was approximately $4.2 million. On August 13, 2002 the
Company completed a debt restructuring and recapitalization
transaction with Midland substantially improving the financial
position, working capital and liquidity of the Company. Since
August 13, 2002, there has been a substantial increase in proposal
activity in the Company's main fabrication and process equipment
markets. In addition, the Company's capacity to provide
performance bonds on projects has improved significantly. As a
result, backlog at December 17, 2002 was approximately $24.2
million.

Gross profit (loss) for the three months ended September 30,
2002 decreased to a loss of $1.6 million from a profit of $1.6
million for the same period last year. In the nine-month period
ended September 30, 2002 gross profit (loss) decreased to a loss
of $2.7 million from a profit of $3.4 million in the nine-month
period ended September 30, 2001. The decrease in gross profit is
primarily due to costs in excess of revenue for the Company's
process system design and fabrication services and at the
Company's deep water facility in Lake Charles, Louisiana and
adjustments of $550,000 related to disputes on several contracts,
$387,000 related to valuation reserves on inventory, and $253,000
related to a charge for asset impairment. The effect of these
adjustments was offset in part by a $1.1 million contract loss
reserve recorded last year. Additionally, decreased man hour
levels in the quarter and nine-month periods ended September 30,
2002 compared to the same periods last year at the Company
facilities caused hourly fixed overhead rates to increase and
resulted in increased costs relative to revenue.

For the three and nine month periods ended September 30, 2002 the
Company's losses were $3,525 and $23,034, respectively.  For
comparison, for the three and nine month periods ended September
30, 2001 the Company's losses were $9,117 and $25,227,
respectively.

Notwithstanding the losses, management believes that its available
funds, cash generated by operating activities and funds available
under its Credit Agreement will be sufficient to fund its working
capital needs and planned capital expenditures for the next 12
months.


UNITED AIRLINES: HSBC Gets Stay Relief to Make L. A. Payments
-------------------------------------------------------------
HSBC Bank USA, as Successor Trustee, obtained relief from the
automatic stay allowing HSBC to apply and disburse trust funds
held in Interest and Reserve Accounts for the Bondholders'
benefit.

                         Backgrounder

A trust agreement, between the California Statewide Communities
Development Authority and Chase Manhattan Bank and Trust
Company, governs a $190,240,000 Bond issuance.  The Agreement
was entered on November 1, 1997.  The Bonds are titled, "the
California Statewide Communities Development Authority Special
Facilities Revenue Bonds, Series 1997 (United Airlines, Inc.-Los
Angeles International Airport Projects)."

The Bonds were used to finance the construction, modification
and expansion of buildings and improvements at Los Angeles
International Airport.  United and the Authority agreed that
interest would be paid every April 1 and October 1, until the
Bonds mature in 2034.

United makes payments to the Trustee, who then places the money
in a Bond Fund, which is divided into an Interest Account, a
Principal Account and a Reserve Account.  The Reserve Account
exists so the Trustee can make payments if funds in the Interest
and Principal Account are insufficient.  The Interest and
Reserve Accounts are to be used for payment of principal,
premium and interest on the Bonds.  In other words, these accounts
are not for use by the Debtors.  United's bankruptcy filing did
not alter these rights; the funds are to be used only to pay
interest and principal on the Bonds.

The Trustee has a first and exclusive lien on monies in the
Interest and Reserve Account to secure payment of the Bonds.
The Trustee's security interest in the Accounts has been
perfected.

On April 1, 2003, a scheduled interest payment was due on the
Bonds.  An event of default exists because United failed to make
its required payment.  (United Airlines Bankruptcy News, Issue No.
22; Bankruptcy Creditors' Service, Inc., 609/392-0900)


UPC POLSKA: Files Prepackaged Plan in Delaware Bankruptcy Court
---------------------------------------------------------------
UPC Polska, Inc., formerly known as @Entertainment, Inc., a
Delaware corporation together with UPC Polska Finance, Inc., a
newly formed company incorporated under the laws of the State of
Delaware that will become a wholly-owned subsidiary of UPC Telecom
B.V. upon consummation of the Restructuring, jointly submit
Chapter 11 Plan of Reorganization with the U.S. Bankruptcy Court
for the Southern District of New York.  The Debtor's Plan is
available for a fee at:

  http://www.researcharchives.com/bin/download?id=030709224855

The Plan designates 6 classes of claims and 1 class of interests
classifying all Claims against and Interests in the Debtor:

Class     Description                 Impaired/   Voting Status
                                     Unimpaired
-----     -----------                -----------  -------------
None     Administrative Claims          N/A            N/A
         and Priority Tax Claims

1        Priority Claims             Unimpaired   Not entitled
                                                  to vote

2        Critical Creditor Claims    Unimpaired   Not entitled
                                                  to vote

3        UPC Polska Note Claims      Impaired     Entitled to
         (excluding Telecom Owned                 vote
         UPC Polska Note Claims)

4        Telecom Owned UPC Polska    Impaired    Entitled to
         Note Claims, Belmarken Note             vote
         Claims, Telecom Pari Passu
         Note Claims and Affiliate
         Indebtedness Claims

5        General Unsecured Claims    Impaired    Entitled to
                                                 vote

6        Telecom Junior Note Claims  Impaired    Not entitled to
                                                 vote

7        UPC Polska Equity           Impaired    Not entitled to
         Interests                               vote

The Debtor anticipates that the Company may convert into a limited
liability company after the restructuring.

UPC Polska, Inc., who holds headquarters in Denver, Colorado, is
an affiliate of United Pan-Europe Communications N.V.  The Debtors
is a holding company, which owns various direct and indirect
subsidiaries operating the largest cable television systems in
Poland. The Company filed for chapter 11 protection in July 7,
2003 (Bankr. S.D.N.Y. Case No. 03-14358).  Ali M.M. Mojdehi, Esq.,
and Ira A. Reid, Esq., at Baker & McKenzie represent the Debtor in
its restructuring efforts.  As of March 31, 2003, the Debtor
listed $704,000,000 in total assets and $940,000,000 in total
debts.


U.S HOME: Richard Grandy Resigns as Company President and COO
-------------------------------------------------------------
U.S. Home & Garden Inc. (OTCBB: USHG) announced that Richard
Grandy, its Chief Operating Officer and the President of its
subsidiary Easy Gardner, Inc; resigned from these positions
effective June 30, 2003, the date on which his employment
agreement expired. Mr. Grandy's duties will be assumed by a senior
management team led by Dick Kurz, Chief Financial Officer of the
Company and Easy Gardner, Sheila Jones, Vice President, Operations
of Easy Gardener, and Senior Sales Personnel.

Mr. Grandy is pursuing the purchase of the assets of Easy Gardener
and certain other subsidiaries of the Company in a leveraged
buyout by a company that he has formed. Although the Company held
discussions with Mr. Grandy concerning the possible extension of
his contract, Mr. Grandy determined not to continue his employment
with the Company. Mr. Grandy stated, "I am very optimistic about
the future of the lawn and garden industry. I have enjoyed working
with the current management team and wish them every success.
However, at this stage in my career I believe that my role as a
participant in the industry is best served as a principal."

The Company anticipates no interruption to its business
operations.

U.S. Home & Garden Inc. is a leading manufacturer and marketer of
a broad range of consumer lawn and garden products including weed
preventative landscape fabrics, fertilizer spikes, decorative
landscape edging, shade cloth and root feeders which are sold
under various recognized brand names including Weed Block(R) ,
Jobe's(R), Emerald Edge(R), Shade Fabric(TM) Ross(R), and
Tensar(R). The Company markets its products through most large
national home improvement and mass merchant retailers.

To learn more about U.S. Home & Garden Inc., please visit its Web
site at http://www.ushg.com

At December 31, 2002, the Company's balance sheet shows a total
shareholders' equity deficit of about $4.3 million.


US MINERAL: Murray Serving as Prof. Taggart's Investment Banker
---------------------------------------------------------------
Professor Walter Taggart, the legal representative for future
asbestos personal injury claimants of United States Mineral
Products Company doing business as Isolatek International, sought
and obtained approval from the U.S. Bankruptcy Court for the
District of Delaware to hire Murray, Devine & Co., Inc., as his
Investment Banker.

Mr. Taggart has determined that the employment and retention of an
investment banker is crucial to his effective representation of
the Future Claimants in order to evaluate the assets and
liabilities of the Debtor, its value and its ability to pay
present claims and future demands.

In this retention, Murray Devine is expected to:

     a) review and evaluate the Valuation Report prepared by
        Curtis Securities, LLC, for the Debtor;

     b) review and evaluate material concerning the Debtor's
        business that is made available by the financial
        advisers retained by the Asbestos Committee or provided
        directly by the Debtor;

     c) meet with management of the Debtor to review the
        Company's historic, current, and prospective operations,
        business and financial conditions;

     d) advise the Legal Representative concerning the Company's
        value, future cash flow and profits, and general outlook
        for the future operation of the Debtor;

     e) advise the Legal Representative concerning securities
        that are proposed to be issued under a plan of
        reorganization and assist the Legal Representative in
        formulating proposals for securities to be issued under
        a plan of reorganization as well as any other issues
        relevant to maximizing the amount available to pay
        asbestos disease claimants; and

     f) evaluate business plans and financial projections
        prepared by the Debtor or its professionals, including
        any cash flow projections, long term or short term
        business plans.

James L. Allison tells the Legal Representative that Murray &
Devine's will charge flat monthly fees for service:

          First Month           $15,000
          Second Month          $15,000
          Third Month           $10,000

United States Mineral Products Company manufactures and sells
spray-applied fire resistive material, insulation and acoustical
products to the commercial and industrial construction industry in
North America, Central America, South America and the Caribbean.
The Company filed for chapter 11 bankruptcy protection on June 23,
2001 (Bankr. Del. Case No. 01-2471).  Aaron A. Garber, Esq., David
M. Fournier, Esq., and David B. Stratton, Esq., at Pepper Hamilton
LLP represent the Debtor in its restructuring efforts. The Legal
Representative for Future Claimants is represented by Michael L.
Temin, Esq., at Wolf, Block, Schorr and Solis-Cohen LLP.


WEIRTON STEEL: US Steel Wants Prompt Decision on Coke Agreement
---------------------------------------------------------------
Michael Kaminski, Esq., at DKW Law Group, PC, in Pittsburgh,
Pennsylvania, relates that Weirton Steel Corporation entered into
a Memorandum of Understanding with United States Steel Corporation
and 1314B Partnership on March 1, 2002 to purchase 650,000 net
tons of blast furnace coke per year for three years, commencing on
January 1, 2002.  In January 2003, the Debtor and USS agreed to
amend the Memorandum of Understanding to increase the coke U.S.
Steel will supply to the Debtor to 750,000 net tons per year.

At the time of the filing of the Debtor's Chapter 11 Petition,
the Debtor owed U.S. Steel approximately $11,800,000 for coke
U.S. Steel sold to the Debtor pursuant to the terms of the
Memorandum of Understanding.

Mr. Kaminski notes that U.S. Steel also supplies coke to other
integrated steel producers, and is a consumer of coke for steel,
which it produces.  However, at present, U.S. Steel is having
difficulty supplying its own and other commercial sales needs for
coke since domestic need for coke exceeds domestic production by
approximately 3,000,000 tons per year due to a variety of factors
including environmental regulation by government agencies.  Thus,
it is necessary to import coke.

The primary supplier of imported coke is China.  However, there
has been a major expansion in steel production in China over the
last several years.  In effect, the availability of coke from
China and other foreign sources has decreased.

Since the Debtor's ability to continue receiving coke from U.S.
Steel is critical to its ability to operate, Mr. Kaminski
asserts, it should not be necessary for the Debtor to take until
confirmation of a plan in which to determine whether the
Memorandum of Understanding should be assumed or rejected.

U.S. Steel is being harmed by the Debtor's deferral of its
decision to assume or reject the Memorandum of Understanding
because it cannot fulfill all of the coke requirement of its
other customers and, more importantly, because it is being
required to import coke for its own production of steel.

Given the importance of a continued supply of coke to the Debtor,
and given the harm being suffered by U.S. Steel due to the
Debtor's deferral of the decision to assume or reject, cause
exists for establishing a date certain by which the Debtor must
determine whether to assume or reject the Memorandum of
Understanding, Mr. Kaminski asserts.

U.S. Steel believes that a date within the first 60 days of the
Debtor's Chapter 11 filing would provide ample time for the
Debtor to determine whether it should assume or reject the
Memorandum of Understanding.

Thus, U.S. Steel asks the Court to establish July 19, 2003 as the
date by which the Debtor must determine whether to assume or
reject its Memorandum of Understanding with U.S. Steel.

                   Creditors' Committee Objects

As of June 12, 2003, the Debtor's Chapter 11 case is less than
four weeks old.  The Official Committee of Unsecured Creditors of
Weirton Steel believes that it is far too early in the case to
compel the Debtor to assume or reject a significant executory
contract like the Memorandum of Understanding with U.S. Steel.

Marc E. Richards, Esq., at Blank Rome, in New York, relates that
when confronted with a motion to compel assumption or rejection
of an executory contract within a specified period of time,
courts have indicated that a debtor must have a reasonable time
within which to determine whether assumption or rejection would
be beneficial to an effective reorganization.

U.S. Steel wants the Debtor to either assume or reject their
Memorandum of Understanding on July 19, 2003.  However, Mr.
Richards argues that it is impractical for the Debtor to
determine whether to assume or reject the Memorandum of
Understanding before the Debtor, in consultation with the
Committee, formulates a business plan for emerging from Chapter
11.  For example, the Committee is advised that it is possible
for the Debtor to emerge from Chapter 11 as a "tin and finishing"
operation, which would obviate the need for the coke provided
pursuant to the Memorandum of Understanding.  The Debtor could
also determine to sell its operating assets pursuant to Section
363 of the Bankruptcy Code.

Moreover, the assumption of the Memorandum of Understanding would
require the Debtor to make a substantial cure payment of
approximately $11,800,000 to U.S. Steel as a condition to
assumption pursuant to Section 365(b)(1)(A) of the Bankruptcy
Code.  Mr. Richards reiterates that it is far too early in the
Debtor's case to undertake a substantial obligation.  The
assumption of the Memorandum of Understanding could result in a
significant administrative expense claim by U.S. Steel in the
event the Memorandum of Understanding will be breached
postpetition.

The Committee was advised that the Debtor's decision to reject
the Memorandum of Understanding in the near future could cause
the immediate cessation of going concern operations or a shut-
down of blast furnaces and corresponding steel slabs purchase in
the open market because:

    (a) coke is a critical element of the steel slabs
        manufacturing used in the production of the Debtor's
        products, and

    (b) the Debtor does not, at this time, have a coke supplier
        able to provide a sufficient quantity of coke necessary
        for the Debtor's continued operations.

However, Mr. Richards emphasizes, the non-debtor party to an
executory contract must continue to perform its obligations
pending the debtor's decision to assume or reject the contract.
Therefore, provided that the Debtor continues to perform its
obligations under the Memorandum of Understanding postpetition
and provided U.S. Steel is afforded adequate assurance of
postpetition payment under the Memorandum of Understanding to the
extent it is entitled under the Uniform Commercial Code, U.S.
Steel should be compelled to perform postpetition under the
Memorandum of Understanding, in accordance with its terms.

Accordingly, the Committee asks the Court to deny U.S. Steel's
request. (Weirton Bankruptcy News, Issue No. 5; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


WESTAR ENERGY: Will Publish Second-Quarter Results on August 8
--------------------------------------------------------------
On August 8, 2003, Westar Energy, Inc. (NYSE:WR) will release
second-quarter 2003 earnings, and Jim Haines, Westar Energy
president and chief executive officer, will host a conference call
and audio webcast at 9:30 a.m. Eastern Time (8:30 a.m. Central).

Event: Westar Energy Second-Quarter 2003 Earnings Conference Call
       and Webcast Date: August 8, 2003 Time: 9:30 a.m. Eastern
       (8:30 a.m. Central) Location:

       1) Phone conference call 1-800-223-9488, participant code
          WESTAR or

       2) Log on to the webcast at http://www.wr.com

A replay of the conference call will be available from about noon
Eastern August 8 through August 22 at 800-945-0830. The replay
also will be available on the Westar Energy Web site at
http://www.wr.com

Westar Energy, Inc. (NYSE: WR) is the largest electric utility in
Kansas and owns interests in monitored security and other
investments. Westar Energy provides electric service to about
653,000 customers in the state. Westar Energy has nearly 6,000
megawatts of electric generation capacity and operates and
coordinates more than 36,600 miles of electric distribution and
transmission lines. The company has total assets of approximately
$6.9 billion, including security company holdings through
ownership of Protection One, Inc. (NYSE: POI). Through its
ownership in ONEOK, Inc. (NYSE: OKE), a Tulsa, Okla.-based natural
gas company, Westar Energy has a 27.5 percent interest in one of
the largest natural gas distribution companies in the nation,
serving more than 1.9 million customers.

For more information about Westar Energy, visit http://www.wr.com

                         *   *   *

As reported in Troubled Company Reporter's April 2, 2003 edition,
Standard & Poor's Ratings Services said that its ratings on Westar
Energy Inc. (BB+/Developing/--) and subsidiary Kansas Gas &
Electric Co. (BB+/Developing/--) would not be affected by the
company's announcement of an annual loss of $793.4 million in
2002. The bulk of this charge had already been recorded in the
first quarter of 2002 and relates to valuation adjustments for the
impairment of goodwill and other intangible assets associated with
88%-owned Protection One Alarm Monitoring Inc., Westar Energy's
monitored security business.

The credit outlook is developing, indicating that ratings may be
raised, lowered, or affirmed.


WESTPOINT STEVENS: Court OKs Cash Collateral Use on Final Basis
---------------------------------------------------------------
U.S. Bankruptcy Court Judge Drain authorizes the WestPoint Stevens
Debtors' use of their Lenders' Cash Collateral on a final basis.
As adequate protection for and to the extent of the diminution in
value of the Prepetition Secured Lenders' interests in the
Prepetition Collateral:

    A. The Debtors will pay to the Administrative Agent and to the
       Second Lien Agent, for the benefit of each of the
       Prepetition Secured Lenders under the respective
       Prepetition Credit Agreements, current interest and letter
       of credit fees and charges accruing on the Senior Secured
       Obligations; provided, that any fees and charges that
       accrued prior to the Petition Date, including any unpaid
       interest and letter of credit fees and charges that came
       due under the respective Prepetition Credit Agreements
       prior to the Petition Date will be paid within 5 days after
       the entry of this Order.

    B. The Debtors grant, assign and pledge to the Collateral
       Agent, for the ratable benefit of and as adequate
       protection for the Prepetition First Lien Secured Lenders,
       and to the Second Lien Agent, for the ratable benefit of
       and as adequate protection for the Prepetition Second Lien
       Secured Lenders, postpetition replacement security
       interests and liens in and to:

         (i) all proceeds from the disposition of any of the
             Prepetition Collateral;

        (ii) all of the DIP Collateral now owned or hereafter
             acquired by any of the Debtors;

       (iii) any other assets of the Debtors acquired
             postpetition; and

        (iv) all proceeds of the Postpetition Collateral.

    C. The Prepetition Secured Lenders are granted a superpriority
       allowed claim pursuant to Section 507(b) of the Bankruptcy
       Code, limited in amount to the aggregate diminution in
       value of the Prepetition Secured Lenders' interests in the
       Prepetition Collateral after the Petition Date, and senior
       to all other priority or superpriority claims in these
       bankruptcy cases, subject and subordinate only to:

         (i) the superpriority claim established in favor of the
             DIP Agent and the DIP Lenders with respect to the
             repayment of the DIP Facility, and

        (ii) the Carve-Out.

    D. The Debtors will pay monthly, after the submission of
       invoices and related documentation, all reasonable fees,
       charges, expenses and other amounts owing to the Collateral
       Agent or the Administrative Agent as required under the
       Prepetition First Lien Credit Agreement, the Collateral
       Trust Agreement or any of other Prepetition Collateral
       Documents, and the reasonable fees, charges, expenses and
       other amounts owing to the Second Lien Agent under the
       Prepetition Second Lien Credit Agreement, including any of
       the fees, charges, expenses and other amounts which were
       incurred or accrued but unpaid prior to the Petition Date.
       (WestPoint Bankruptcy News, Issue No. 4; Bankruptcy
       Creditors' Service, Inc., 609/392-0900)


WHEELING: Earns Court Nod to Continue GRC Engagement as Broker
--------------------------------------------------------------
Wheeling-Pittsburgh Corporation asks Judge Bodoh's approval of its
continued employment of General Realty Co. as broker to sell the
balance of WPC's unimproved real property located in Bethany,
Brooke County, West Virginia, for a commission equaling 6% of the
sale price of the land.  Scott N. Opincar, Esq., at Calfee Halter
& Griswold LLP in Cleveland, reminds Judge Bodoh that, in November
2001, and again in June 2002, he approved the payment of a 6% sale
commission to GRC as a commission upon the sale of other real
property owned by the Debtors in Brooke County, West Virginia.
WPC wants to sell the remainder of this property and to employ GRC
as the broker for that purpose.

C. A. Flouhouse, the owner and principal of General Realty Co. in
Wheeling, West Virginia, avers that he and GRC are disinterested
persons under the Bankruptcy Code and neither hold nor represent
any interests adverse to the Debtor on the matter for which
employment approval is sought.

GRC's only connection with WPC has been the sale of previous
parcels of land in West Virginia.

Judge Bodoh has no hesitation in approving this continued
employment. (Wheeling-Pittsburgh Bankruptcy News, Issue No. 43;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


WORLDCOM INC: Wants Blessing to Pull Plug on 113 Service Orders
---------------------------------------------------------------
Worldcom Inc. and its debtor-affiliates seek the Court's authority
to reject the Service Orders associated with:

     (i) 29 circuits purchased through tariff service orders from
         SBC or its affiliates, and

    (ii) 84 circuits purchased under MSAs, of which 83 were
         purchased from Verizon or its affiliates, and one was
         purchased from SBC or one of its affiliates.

The Debtors currently have no traffic on the Circuits purchased
under the Service Orders, under which they incur $95,569 in
monthly charges.  Thus, the Circuits provided under the Service
Orders are unnecessary and costly to the Debtors' estates.  By
rejecting the Service Orders, the Debtors save the estates
$1,144,922 in administrative expenses per annum or $2,198,924 for
the remainder of the terms of the Service Orders for capacity
that they do not need or use.  For these reasons, in the Debtors'
business judgment, the Service Orders for the Circuits should be
rejected effective as of the disconnect date set forth in the
disconnect notice for each Circuit. (Worldcom Bankruptcy News,
Issue No. 31; Bankruptcy Creditors' Service, Inc., 609/392-0900)


XEROX CORP: Names Michael D. Brannigan as Corporate Vice Pres.
--------------------------------------------------------------
Xerox Corporation's (NYSE:XRX) Board of Directors elected Michael
D. Brannigan to the additional post of corporate vice president.
As senior vice president of the company's North American field
sales operations, Brannigan is responsible for a direct sales
force of 2,500 that sells and supports Xerox products and services
in the United States and Canada.

Brannigan, 55, joined Xerox in 1972 as a sales representative and
has since held a variety of senior management positions including
vice president of Xerox's upstate New York sales group, vice
president of the federal public sector business and senior vice
president of North American public sector operations.

Brannigan holds a bachelor's degree in economics from the
University of Maryland and a master's degree in business
administration from Loyola College of Maryland.

As reported in Troubled Company Reporter's June 24, 2003 edition,
Fitch Ratings raised Xerox Corp. and its subsidiaries' senior
unsecured debt rating to 'BB' from 'BB-', affirmed the 'B'
convertible trust preferred securities, assigned a 'B' rating to
the newly issued mandatorily convertible preferred stock, and the
new $1.0 billion bank credit facility is rated 'BBB-'. The company
is removed from Rating Watch Positive and the Rating Outlook is
Stable. Approximately $12 billion of debt is affected by Fitch's
action.

The rating actions and stable outlook reflect the company's
improved credit protection measures and adequate liquidity profile
(which is enhanced by the recent capital markets transactions),
stabilized financial performance, and simplified capital
structure. Xerox continues to execute its operating strategy and
significant cost reduction programs, and Fitch believes stable
operating performance could be achieved despite challenging
prospects for growth in the near-term. In addition, execution risk
of the remaining restructuring program is minimal and the
management team seems to have stabilized.


* Charles Noski Agrees to Act as Senior Advisor to Blackstone
-------------------------------------------------------------
The Blackstone Group announced that Charles H. Noski, former Vice
Chairman of AT&T, has agreed to act as a Senior Advisor to the
firm.

Stephen A. Schwarzman, President and CEO of The Blackstone Group,
said, "We are fortunate to have the counsel and advice of someone
of Chuck's stature and experience in both communications and media
to help us evaluate, pursue and manage new and existing
investments in those sectors. We are delighted that he has chosen
to work with us in this capacity."

Chuck Noski added, "There are many exciting possibilities in the
communications and media sectors today. I am very pleased to be
working with a firm that has the reputation and financial strength
of Blackstone."

Mr. Noski retired from AT&T as Vice Chairman in November 2002,
after serving as AT&T's Chief Financial Officer from December 1999
to June 2002. Prior to joining AT&T, he was President and Chief
Operating Officer and a member of the board of directors of Hughes
Electronics Corporation. Before joining Hughes in 1990, he was a
partner in the international accounting and consulting firm of
Deloitte & Touche. Mr. Noski is a member of the boards of
directors of Air Products and Chemicals Inc., Northrop Grumman
Corporation, and Teledyne Technologies Incorporated.

The Blackstone Group, a private investment bank with offices in
New York and London, was founded in 1985. The firm has raised over
$14 billion for Private Equity Investing including Blackstone
Capital Partners IV, the largest Private Equity fund ever raised
at $6.45 billion. In addition to Private Equity Investing, The
Blackstone Group's core businesses are Private Real Estate
Investing, Corporate Debt Investing, Marketable Alternative Asset
Management, Mergers and Acquisitions Advisory, and Restructuring
and Reorganization Advisory.


* Kirkpatrick & Lockhart Expands Boston Office with 4 Attorneys
---------------------------------------------------------------
Kirkpatrick & Lockhart LLP announced the expansion of its Boston
office with the addition of four attorneys, bolstering the firm's
strength across several practice areas.

The attorneys joining the Boston office are Sarah J. Blowers,
Joyce C. Hersh, Clair E. Pagnano and George J. Zornada.
Mr. Zornada has relocated from K&L's Washington, D.C. office.

"Kirkpatrick & Lockhart is committed to servicing the increasingly
sophisticated legal interests of our clients and the addition of
these attorneys to K&L's Boston office furthers that commitment,
said Mark E. Haddad, the administrative partner for the Boston
office. "Each of these individuals provides either depth or
experience in areas of strategic importance to both our Boston and
national clientele. We are delighted that they are now part of our
team."

Sarah J. Blowers concentrates her practice in the probate
litigation and trusts and estates areas. She is a member of both
the American and Boston bar associations and is admitted to the
bar in Massachusetts. She received her law degree from Boston
College in 2002 and her undergraduate degree from the University
of Pennsylvania in 1998.

Joyce C. Hersh, Ph.D., is a patent prosecution attorney in the
life sciences field. Both a scientist and an attorney, she
regularly prosecutes domestic and foreign patent applications in
the fields of molecular biology, genetics, plant science,
agriculture, genomics, proteins and peptides, and related areas.
Dr. Hersh creates and maintains patent portfolios for start-up
companies, and provides studies and opinions on infringement,
invalidity, freedom-to-operate, and other aspects of intellectual-
property law, including trademarks, materials-transfer agreements,
and employee intellectual-property agreements.

She was the group leader on the human genome project at the
Whitehead Institute for Biomedical Research/MIT Center for Genome
Research in Cambridge, Mass., and was a postdoctoral associate at
the University of Texas Health Science Center at Houston and at
the University of Wisconsin Department of Agronomy. Dr. Hersh
received her B.S. degree from the University of Massachusetts, and
her doctorate from Cornell University. She received her law degree
from Suffolk University in 1999, is admitted to the Massachusetts
bar, and is registered to prosecute patents before the U.S. Patent
& Trademark Office.

Clair E. Pagnano concentrates her practice in the investment
management area. Prior to joining K&L, Ms. Pagnano was an
associate for a large New York law firm. From 1999 - 2001 she was
a legal product manager for Fidelity Investments. Ms. Pagnano is a
member of the bar in Maine, Massachusetts and New York. She
received her law degree from the University of Maine in 1999 and
her undergraduate degree from Colby College in 1996.

George J. Zornada has practiced investment management and
securities law in K&L's Washington, D.C. office since 2000. He
regularly represents investment advisers, open- and closed-end
investment companies and their boards of directors, and private
investment entities such as employees' securities companies. Mr.
Zornada also advises industrial and technology companies regarding
the scope and coverage of the Investment Company Act of 1940.Prior
to joining K&L's Washington. office, he worked in the U.S.
Securities and Exchange Commission's Division of Investment
Management. He was branch chief, Office of Investment Company
Regulation from 1998 to 2000 and previously was senior counsel and
team leader in the Office of Disclosure Regulation and an attorney
in the Office of the General Counsel. He received his law degree
from Washington University School of Law in 1990 and his
undergraduate degree from Ripon College in 1987.

Kirkpatrick & Lockhart is a national law firm with approximately
700 lawyers in Boston, Dallas, Harrisburg, Los Angeles, Miami,
Newark, New York, Pittsburgh, San Francisco and Washington. K&L
serves a dynamic and growing clientele in regional, national and
international markets, currently representing over half of the
Fortune 100. For more information, visit http://www.kl.com


* The Garden City Group Opens West Coast Regional Headquarters
--------------------------------------------------------------
David A. Isaac, president of The Garden City Group, Inc., recently
announced the expansion of the company's operations to include a
west coast office in Seattle, Washington, which will be headed up
by Jennifer Keough, a seasoned class action business analyst.

"Our Seattle location puts GCG in close proximity to many clients
on the west coast," said Isaac. "The west coast regional
headquarters will complement our existing branches in Manhattan;
Sarasota, Florida; Columbus, Ohio; and Reston, Virginia."

GCG's new west coast regional headquarters is located at Two Union
Square, 601 Union Street, Suite 4200, in Seattle, Washington, and
the general phone number is 206-652-3680.

Keough has been appointed as senior vice president and managing
director of GCG's west coast operations. "I look forward to the
challenges of this new role and to contributing to the further
growth and success of GCG," said Keough. "Being based in Seattle
provides an excellent opportunity to educate legal and business
professionals in the region about the full range of GCG services.
We will continue to demonstrate our commitment to the highest
quality and cost-effective service that has made GCG an industry
leader," continued Keough.

Before joining GCG, Keough was responsible for managing the
settlement implementation and administration process for large
class action settlements at Washington's largest law firm and
prior to that, gained her legal expertise while working for a
highly regarded civil litigation firm in Seattle.

The Garden City Group, a subsidiary of Crawford & Company,
administers class action settlements, manages Chapter 11 claims
administration, designs legal notice programs, and provides expert
consultation services. Its web address is
http://www.gardencitygroup.com.

Based in Atlanta, Georgia, Crawford & Company --
http://www.crawfordandcompany.com-- is the world's largest
independent provider of claims management solutions to insurance
companies and self-insured entities, with a global network of more
than 700 offices in 67 countries. Major service lines include
workers' compensation claims administration and healthcare
management services, property and casualty claims management,
class action services, and risk management information services.
The Company's shares are traded on the NYSE under the symbols CRDA
and CRDB.


* Meetings, Conferences and Seminars
------------------------------------
July 10-12, 2003
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Eldorado Hotel, Santa Fe, New Mexico
               Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

July 17-20, 2003
   Northeast Bankruptcy Conference
      AMERICAN BANKRUPTCY INSTITUTE
         Hyatt Regency, Newport, RI
            Contact: 1-703-739-0800 or http://www.abiworld.org

July 30-Aug. 2, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton, Amelia Island, FL
            Contact: 1-703-739-0800 or http://www.abiworld.org

July 31, 2003
   FOUNDATION FOR ACCOUNTING EDUCATION
      Bankruptcy and Financial Reorganization Conference
         New York, NY
            Contact: 1-800-537-3635 or visit www.nysscpa.org

September 18-21, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         The Venetian, Las Vegas, NV
            Contact: 1-703-739-0800 or http://www.abiworld.org

September 12, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      ABI/GULC "Views from the Bench"
         Georgetown Univ. Law Center, Washington, DC
            Contact: 1-703-739-0800 or http://www.abiworld.org

October 2-3, 2003
   EUROFORUM INTERNATIONAL
      European Securitisation
         Hilton London Green Park
            Contact: http://www.euro-legal.co.uk

October 10 and 11, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Symposium on 25th Anniversary of the Bankruptcy Code
         Georgetown Univ. Law Center, Washington, DC
            Contact: 1-703-739-0800 or http://www.abiworld.org

October 15-18, 2003
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Sixth Annual Meeting
         San Diego, CA
            Contact: http://www.ncbj.org/

October 16-17, 2003
   EUROFORUM INTERNATIONAL
      Russian Corporate Bonds
         Renaissance Hotel, Moscow
            Contact: http://www.ef-international.co.uk

November 12-14, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Litigation Skills Symposium
         Emory University, Atlanta, GA
            Contact: 1-703-739-0800 or http://www.abiworld.org

December 1-2, 2003
   RENAISSANCE AMERICAN MANAGEMENT, INC.
      Distressed Investing
         The Plaza Hotel, New York City, NY
            Contact: 800-726-2524 or
                     http://renaissanceamerican.com

December 3-7, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         La Quinta, La Quinta, California
            Contact: 1-703-739-0800 or http://www.abiworld.org

February 5-7, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, CO
            Contact: 1-703-739-0800 or http://www.abiworld.org

March 5, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Battleground West
         The Century Plaza, Los Angeles, CA
            Contact: 1-703-739-0800 or http://www.abiworld.org

April 15-18, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriott, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org

April 29-May 1, 2004
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Fairmont Hotel, New Orleans
               Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

May 3, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      New York City Bankruptcy Conference
         Millennium Broadway Conference Center, New York, NY
            Contact: 1-703-739-0800 or http://www.abiworld.org

June 2-5, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, MI
            Contact: 1-703-739-0800 or http://www.abiworld.org

June 24-26,2004
   AMERICAN BANKRUPTCY INSTITUTE
      Hawaii Bankruptcy Workshop
         Hyatt Regency Kauai, Kauai, Hawaii
            Contact: 1-703-739-0800 or http://www.abiworld.org

July 15-18, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      The Mount Washington Hotel
         Bretton Woods, NH
            Contact: 1-703-739-0800 or http://www.abiworld.org

July 28-31, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Reynolds Plantation, Lake Oconee, GA
            Contact: 1-703-739-0800 or http://www.abiworld.org

September 18-21, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         The Bellagio, Las Vegas, NV
            Contact: 1-703-739-0800 or http://www.abiworld.org

October 10-13, 2003
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Seventh Annual Meeting
         Nashville, TN
            Contact: http://www.ncbj.org/

December 2-4, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Marriott's Camelback Inn, Scottsdale, AZ
            Contact: 1-703-739-0800 or http://www.abiworld.org

April 28- May 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriot, Washington, DC
            Contact: 1-703-739-0800 or http://www.abiworld.org

July 14 -17, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Ocean Edge Resort, Brewster, MA
         Contact: 1-703-739-0800 or http://www.abiworld.org

July 27- 30, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         Kiawah Island Resort and Spa, Kiawah Island, SC
            Contact: 1-703-739-0800 or http://www.abiworld.org

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, TX
            Contact: http://www.ncbj.org/

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, CA
            Contact: 1-703-739-0800 or http://www.abiworld.org

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

                          *********

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

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

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

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

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

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

                          *********

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

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

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

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

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

                *** End of Transmission ***