TCR_Public/030717.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, July 17, 2003, Vol. 7, No. 140   

                          Headlines

ALTERRA HEALTHCARE: Committee Wants Chapter 11 Trustee Appointed
ALTRIA GROUP: Fitch Keeps Watch on Ratings after Court Decision
AMERCO: Court Grants Order Confirming Business Practices & Stay
AMERICAN CELLULAR: S&P Knocks Corporate Credit Rating Down to SD
ANC RENTAL: Selling All Assets to Cerberus Capital for $290 Mil.

ASSET SECURITIZATION: Fitch Further Junks 3 Note Class Ratings
AT PLASTICS: June 30 Working Capital Deficit Stands at $94 Mill.
BALLY TOTAL: Selling Additional $35 Million of 10.50% Sr. Notes
BOMBARDIER CAPITAL: Fitch Takes Rating Actions on 6 Note Issues
CHARLES J. MILLER: US Trustee to Meet with Creditors on Aug. 13

CNH GLOBAL: Says 2nd Quarter Results in Line with Expectations
CONSECO FINANCE: Related Trust Ratings on 3 Classes Dive to D
CONSECO FINANCE: Fitch Takes Action on Various Transactions
CORAM HEALTHCARE: 2 Competing Chapter 11 Plans Filed in Delaware
CUMULUS MEDIA: Will Host Second Quarter Conference Call on Aug 5

DLJ COMM'L: Fitch Affirms 6 Low-B Series 2000-CF1 Notes Ratings
DYNEGY: Intends to Close a Series of Restructuring Transactions
ELECTRONIC MEDIA: Caldwell Becker Resigns as External Auditors
ENRON CORP: Wants Court's Approval for GE Settlement Agreement
EXIDE TECH.: Proposed Plan's Claims Classification and Treatment

FARMLAND IND.: Intends to Sell Assets to Smithfield for $363MM
FARMLAND INDUSTRIES: Committees Back Asset Sale to Smithfield
FLEMING COMPANIES: Delivers Schedules & Statements to Del. Court
GENUITY: Asks Court to Indemnify Debtors' International Entities
GLOBAL CROSSING: Restructures Contracts with Centennial Entities

GRUPO IUSACELL: Principal Shareholders Shrug-Off UBS Invitation
GUARDIAN TECH.: Hires Aronson to Replace Schumacher as Auditor 4
HASBRO INC: Elects Jack M. Greenberg to Board of Directors
HEALTH CARE REIT: Reports Improved Results for Second Quarter
HOULIHAN'S RESTAURANTS: Court Enters Final Decree to Close Case

IMC GLOBAL: Fitch Cuts Debt Ratings Down 2 Notches to BB-
IMCLONE SYSTEMS: Achieves 2 Regulatory Milestones in Merck Pact
INFOCORP COMPUTER: Inks Pact Settling Majority of Long-Term Debt
JETBLUE AIRWAYS: S&P Assigns BB- Corporate Credit Rating
KMART: Gets Go-Signal to Establish Claims Distribution Reserve  

LEAP WIRELESS: Files Third Amended Plan and Disclosure Statement
LORAL SPACE: Chapter 11 Filing Spurs S&P to Drop Ratings to D
LUCENT: S&P Keeps Ratings Watch over Expected Revenue Shortfall
LUCENT TECHNOLOGIES: Expects Revenues to Drop 18% in Q3 2003
MAGELLAN HEALTH: Action Seeking Equity Committee Drawing Fire

MALAN REALTY: Closes Sales of 6 Properties & Retires $27M Notes
METROMEDIA INT'L: Files 2002 Annual Report on Form 10-K with SEC
MICRO COMPONENT: Completes 10% Notes Restructuring Transaction
MIDWEST AIRLINES: Pilots Ratify Labor Concessionary Agreements
MIDWEST AIRLINES: 3 Labor Groups Ratify Labor Cost Agreements

MIRANT CORP: S&P Drops Ratings to D After Chapter 11 Filing
MIRANT CORP: Fitch Yanks Corporate Credit Rating to DD
MIRANT: Bankruptcy Won't Affect Washington Gas Energy's Services
MIRANT: Pepco Assures Continued Power Supply Despite Bankruptcy
MIRANT: Gets Go-Signal to Honor & Continue Trading Contracts

NEWFIELD EXPLORATION: S&P Affirms BB+ Corporate Credit Rating
NRG ENERGY: Brings-In Leonard Street for Special Legal Services
PACKAGED ICE: Annual Shareholders' Meeting Slated for August 14
PG&E NATL: Asks Court to Waive Investment & Deposit Requirements
PHARMCHEM INC: Fails to Maintain Nasdaq Min. Listing Requirement

PHILIP MORRIS: Ill. Appeals Court Says $6 Bil. Bond Insufficient
PLAINTREE SYSTEMS: Acquires 49% Interest in Manufac. Partnership
QUAIL PIPING: Case Summary & 20 Largest Unsecured Creditors
REGUS BUSINESS: Wants Plan Exclusivity Stretched Until Sept. 12
ROYAL CARIBBEAN: Will Host Q2 Conference Call on July 28, 2003

SAGENT TECHNOLOGY: Special Meeting Adjourned to July 21, 2003
SEA CONTAINERS: Moody's Cuts Several Note Ratings after Review
SHAW GROUP: S&P Cuts Credit Rating to BB Following 2003 Guidance
SMITHFIELD FOODS: S&P Puts BB+ Ratings on CreditWatch Negative
SPIEGEL GROUP: Asks Court to Fix October 1, 2003 Claims Bar Date

STEWART FINANCE: Georgia Court Sets Appeal Hearing on Tuesday
SUMMIT NATIONAL: Settles Court Proceedings with Walter Davis
SUN HEALTHCARE: Completes Sale of SunScript Pharmacy to Omnicare
SUNBLUSH: Shareholders Approve Sale of Interest in Access Flower
TENERA INC: Board Proposes Plan of Dissolution and Liquidation

TENET HEALTHCARE: Receives Subpoenas re Relocation Agreements
TERADYNE INC: Second Quarter 2003 Net Loss Tops $52 Million
THANE INTERNATIONAL: Lenders Waive Default Under Credit Pact
UNITED AIRLINES: HSBC Gets Stay Relief to Make Boston Payments
UPC POLSKA: Court Fixes September 2, 2003 Claims Bar Date

US AIRWAYS: Exploring Liquidity Options Pursuant to Reorg. Plan
US UNWIRED: Sues Sprint Corp. Alleging Breach of Fiduciary Duty
WABASH: Selects Fleet Capital to Lead Bank Financing Syndicate
WEIRTON STEEL: US Steel Demands Prompt $1-Million Claim Payment
WEST PENN ALLEGHENY: Fitch Affirms B+ Rating on Revenue Bonds

WESTPOINT STEVENS: Court Approves DIP Financing on Final Basis
WHEELING: BOC Group Pressing for $2.5 Million Gas Claim Payment
WHEREHOUSE: Wants Lease Decision Period Extended Until Sept. 30
WORLDCOM INC: MCI Reports Slight Improvement in May 2003 Results
WORLDCOM: Group Pressing Congress to Hold Company Accountable

WORLDCOM: Secures Blessing to Hire Stinson as Special Counsel
WYNDHAM INT'L: Emerges as a Leading Hotel Company for Minorities
YUM! BRANDS: June 14 Working Capital Deficit Stands at $683 Mil.

* Chadbourne Brings-In Clifford C. Hyatt to LA Office as Counsel
* Fulbright Picks Mark Baker & Jeff Blount to Co-Head Int'l Dept
* Nadine Weiskopf and Eugene Wong Join Lasher Holzapfel Team

* DebtTraders' Real-Time Bond Pricing

                          *********

ALTERRA HEALTHCARE: Committee Wants Chapter 11 Trustee Appointed
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Alterra
Healthcare Corporation wants the Court to appoint a Chapter 11
Trustee to oversee the restructuring of the assisted living
residence owner and operator and determine the best plan to follow
that will maximize value for creditors.

                        Bad Management

The Committee tells the Court that the Debtor's prepetition and
postpetition conduct demonstrates the need to appoint a Chapter 11
trustee in this case to ensure that the interests of creditors are
being protected.  The Committee charges that the Debtor's current
management unsuccessfully attempted to restructure the Debtor's
business operations and debt structure for more than two years
before filing for bankruptcy protection.  Over that two-year
period, the Debtor's financial condition and business operations
continued to deteriorate until the Debtor was forced to file its
Chapter 11 petition.  Since the Petition Date, the Committee
complains that the Debtor's management has pushed forward with its
misguided restructuring efforts -- not geared toward maximizing
value for creditors but to advance personal agendas.

The Committee points out that to this end, the best restructuring
the Debtor's management could come up with is a sale of Debtor's
assets to the highest bidder.  This is a very simplistic response
to the difficult and complex financial position which the Debtor
faces. Instead of investigating and analyzing alternative
restructuring proposals, as suggested by the Committee, that could
lead to the realization of additional value for unsecured
creditors, the Debtor appears to be intent solely on pursuing a
sale.  A sale will not provide the greatest return for unsecured
creditors and the Debtor is refusing to consider any other
alternatives, which is a breach of its fiduciary duties.

                   Conflicted Financial Advisor

The Committee believes that one of the reasons the Debtor is
refusing to consider restructuring alternatives is because the
Debtor's financial advisor, Cohen & Steers Capital Advisors LLC --
the architect of the Debtor's sale plan -- has an extreme conflict
of interest preventing it from recommending and implementing
restructuring alternatives.  Cohen & Steers represents potential
purchasers, holds significant equity securities in Alterra's
lessors, and represents a number of Alterra's lessors and senior
secured lenders in other matters.

                   Limiting the Trustee's Role

The Committee believes that the role of a Chapter 11 trustee in
this case would be limited to reviewing alternative restructuring
proposals to determine the best restructuring plan for creditors.

The Committee has been concerned that a sale of the Debtor's
operations will not maximize recoveries for creditors. The
Committee requests that the Debtor consider alternative
restructuring proposals including a "stand alone" plan which would
require the Debtor to renegotiate the terms of its credit
agreements, leases and related agreements and modify its ongoing
business plan. As part of the "stand alone" plan, the majority of
the equity of the restructured company could be distributed to
unsecured creditors. To date, the Debtor has not engaged in good
faith discussions about the possibility of a "stand alone" plan
and has blindly pushed ahead with the sale.

The Committee believes that a "stand alone" plan, if correctly
structured and implemented, would provide greater recoveries to
unsecured creditors and would meet all the standards required by
Section 1129 of the Bankruptcy Code.  Consequently, the Committee
prepares a model of a hypothetical "stand alone" restructuring
based on the divestiture of certain non-performing properties that
the Debtor currently owns or leases.

The Committee avers that not only its proposal feasible, but
unsecured creditors could receive the majority of the equity in
the reorganized Debtor and thereby would be the beneficiary of the
gains achieved through the restructuring.

Section 1104(a) of the Bankruptcy Code requires the Court to order
the appointment of a trustee, upon request of a party in interest,
at any time after commencement of the case but before confirmation
of a plan if such appointment is in the interests of the
creditors, any equity security holders, and other interest of the
estate, without regard to the number of holders of securities of
the debtor or the amount of assets or liabilities of the debtor

In this case, the Debtor is refusing to act in a way that will
maximize recoveries for unsecured creditors. The Debtor has failed
to fully analyze a plethora of alternative restructuring proposals
but, rather, has blindly pushed forward with a sale process that
is not in the best interests of creditors. What is more, the
architect and driving force behind the sale process is Cohen &
Steers a conflicted party and should not have played a part in the
sale process in the first place. The fact that Cohen & Steers and
the Debtor are refusing to even review and analyze an alternative
"stand alone" plan which could potentially enhance recoveries for
unsecured creditors highlights the fact that the Debtor's do not
care about recoveries for unsecured creditors in this case and are
more interested in pursuing their own agendas

Additionally, $6.5 million remains owing to the insider lenders
under the DIP facility further proves the fact that the Debtor's
management is not focusing on recoveries for creditors in this
Chapter 11 case. The only parties that are benefiting from the
$6.5 million DIP loan are the small group of insiders who provided
the DIP financing.

Finally, and most importantly, the Committee has lost all faith in
the Debtor's current management and their commitment to act in the
best interests of the estate.

The role of a Chapter 11 trustee in this case would be limited to
reviewing alternative restructuring proposals to determine the
best alternative for creditors.

                        Alterra Balks

Alterra's Management believes the motion to appoint a trustee is
without merit and ignores fundamental facts in the Chapter 11
case.  The Company intends to vigorously oppose the motion, and
does not expect this motion to interfere with the Company's plans
to complete its restructuring in a timely manner in the second
half of 2003.

"We commenced a comprehensive open-market process in March 2003
designed to raise equity capital to facilitate Alterra's emergence
from bankruptcy as a stable and viable company," stated Company
President Mark Ohlendorf. "This process is being conducted in
accordance with bidding procedures approved by the Bankruptcy
Court and consented to by the Creditors Committee. With the active
participation of the Creditors Committee, this process has been
designed to solicit and identify the highest and best proposal for
a transaction to address the capital and liquidity needs of
Alterra as we emerge from Chapter 11. Furthermore, while we will
continue to consider input offered by our Creditors Committee in
completing our restructuring, we must focus on the interests of
all creditors and stakeholders in the Company, including our
senior capital structure constituents, our residents and their
families, our venders and our employees," noted Mr. Ohlendorf.

               Exit Equity Investment Auction Today

As previously announced and in accordance with the Bankruptcy
Court approved bidding procedures, an auction for an exit equity
investment transaction will be held on July 17, 2003, and a
hearing to approve the successful "highest and best" bid is
scheduled for July 23, 2003.

                  Trustee Hearing on August 6

A hearing on the Creditors Committee's motion is scheduled for
August 6, 2003.

Alterra Healthcare Corporation, one of the nation's largest and
most experienced healthcare providers operating assisted living
residences, filed for chapter 11 protection on January 22, 2003,
(Bankr. Del. Case No. 03-10254). James L. Patton, Esq., Edmon L.
Morton, Esq.. Joseph A. Malfitano, Esq., and Robert S. Brady,
Esq., at Young, Conaway, Stargatt & Taylor LLP represent the
Debtors in their restructuring efforts. Ettta R. Wolfe, Esq., at
Richards, Layton & Finger, PA, represents the Official Committee
of Unsecured Creditors of this case.  When the Company filed for
protection from its creditors, it listed $735,788,000 in assets
and $1,173,346,000 in total debts.


ALTRIA GROUP: Fitch Keeps Watch on Ratings after Court Decision
---------------------------------------------------------------
Fitch Ratings has placed the ratings of Altria Group, Inc., and
its consolidated subsidiaries, excluding Kraft Foods Inc., on
Rating Watch Negative following an Illinois appellate court
decision requiring a lower court judge to reconsider the bond
reduction in Philip Morris USA's Price 'light' cigarettes class
action.

Separately, Fitch has downgraded the ratings of R.J. Reynolds
Tobacco Holdings, Inc. RJR's ratings remain on Rating Watch
Negative.

Fitch's tobacco industry rating and ratings of the tobacco
settlement securitizations were also placed on Rating Watch
Negative, reflecting Fitch's overall assessment of the tobacco
industry.

A summary of Fitch's rating actions and current tobacco industry-
related ratings are as follows:

The following ratings have placed on Rating Watch Negative:

Domestic tobacco industry

     -- Rating 'BBB-'.

Altria Group, Inc.

     -- Senior unsecured debt 'BBB'.
     -- Commercial paper 'F2'.

Philip Morris Capital Corp.  

     -- Senior unsecured debt 'BBB'.
     -- Commercial paper 'F2'.

Altria Finance (Cayman Islands) Ltd.

     -- Commercial paper 'F2'.

The following ratings are unchanged and the Rating Outlook is
Stable:

Kraft Foods Inc.

     -- Senior unsecured debt 'BBB'.
     -- Commercial paper 'F2'.

The following ratings have been downgraded and remain on Rating
Watch Negative:

R.J. Reynolds Tobacco Holdings, Inc.:

     -- Guaranteed senior unsecured notes to 'BB+' from 'BBB-';
     -- Guaranteed bank credit facility to 'BB+' from 'BBB-';
     -- Senior unsecured debt to 'BB' from 'BB+'.

In April, a Madison County judge reduced PM USA's original $12
billion bond requirement in the Price 'lights' cigarettes class
action to $6.8 billion, which includes a $6 billion inter-company
note owed to PM USA from Altria. Plaintiffs' attorneys had
appealed the bond reduction on grounds that it was inadequate
financial security to protect plaintiffs' interests. On July 14,
an Illinois Fifth District Court of Appeals three-judge panel
ordered a Madison County Circuit Court judge to reconsider the
amount, terms, conditions and security of the bond required to
stay execution of the $10.1 billion judgment against PM USA. PM
USA has stated that this decision violates its due process rights
to appeal and it will ask the Illinois Supreme Court to review the
appellate court's decision as soon as possible. Enforcement of the
judgment has been stayed for 30 days.

PM USA cannot fund a $12 billion bond.  Fitch believes that if the
$12 billion bond was reinstated, PM USA may consider filing for
bankruptcy.  If the $6.8 billion bond is altered in any way that
would put additional financial strain on PM USA or Altria,
Altria's ratings will be lowered.

Separately, another Madison County circuit court judge denied R.J.
Reynolds Tobacco Co.'s motion to stay its Turner 'light'
cigarettes case pending the outcome of PM USA's appeal of the
Price case, which was filed in the same Edwardsville, Illinois
courtroom. RJR Tobacco has appealed the decision to deny the stay
to the Illinois Fifth District Court of Appeals. Currently there
is not a bond cap in Illinois. RJR Tobacco's case is scheduled for
trial in October and Fitch is concerned that if RJR Tobacco incurs
an adverse judgment, it would be financially unable to post the
bond required to stay execution during the appeal process.

The downgrade of RJR's ratings and continued Rating Watch Negative
status reflect this heightened financial risk, combined with the
risk that RJR's liquidity could be further reduced if substantial
cash charges result from the company's announced plans to realign
its cost structure. Fitch expects RJR to maintain high levels of
liquidity to compensate for its tobacco litigation risk. Although
RJR still maintains substantial liquidity to support current
operations, the company's liquidity has been declining and will
likely decline further in the near term as a result of its cost
structure realignment and sharply lower profitability this year.
Cash and short term investment balances have decreased roughly
$600 million from Dec. 31, 2000 to $1.9 billion at March 31, 2003.
Net free cash flow has fallen from approximately $650 million for
the year ended Dec. 31, 2000 to $220 million for the latest 12
months ended March 31, 2003.


AMERCO: Court Grants Order Confirming Business Practices & Stay
---------------------------------------------------------------
Bruce T. Beesley, Esq., at Beesley, Peck & Matteoni, Ltd., in
Reno, Nevada, notes that Section 1108 of the Bankruptcy Code
authorizes a trustee to operate the business and manage the
properties of the estate in the ordinary course of business.
Section 1107(a) of the Bankruptcy Code provides that a debtor-in-
possession has all of the rights, powers and duties of a trustee
in a case under Chapter 11.  Accordingly, Mr. Beesley concludes,
AMERCO has the authority under the Bankruptcy Code to operate its
business and manage its properties in the ordinary course of its
businesses without Court approval.

However, AMERCO finds that certain parties with whom it does
business are reluctant to continue their business relationships
with AMERCO without evidence that it is indeed authorized.

By this motion, AMERCO sought and obtained the Court's authority
to notify parties with whom it does business that:

    (a) it is authorized to continue operating its businesses and
        managing its properties;

    (b) in the course of those operations, it has the power to
        enter into all transactions that it could have entered
        into in the ordinary course of business had there been no
        bankruptcy filing; and

    (c) suppliers and other parties may continue to engage in
        transactions with AMERCO in the ordinary course of
        business in the same manner an upon the same terms and
        conditions as they did before the filing.

Furthermore, Mr. Beesley relates that Section 362(a) of the
Bankruptcy Code provides for an automatic stay of:

    (1) the commencement or continuation, including the issuance
        or employment of process, of a judicial, administrative,
        or other action or proceeding against the debtor that
        was or could have been commenced before the commencement
        of the case under this title, or to recovery a claim
        against the debtor that arose before the commencement of
        the case under this title;

    (2) the enforcement, against the debtor or against the estate
        property, of a judgment obtained before the commencement
        of the Chapter 11 case;

    (3) any act to obtain possession of property of the estate or
        to exercise control over the estate property;

    (4) any act to create, perfect, or enforce any lien against
        the estate property;

    (5) any act to create, perfect or enforce any lien against
        the property of the debtor to the extent that the lien
        secures a claim that arose before the commencement of
        Chapter 11 case;

    (6) any act to collect, assess or recover a claim against the
        debtor that arose before the commencement of the Chapter
        11 case;

    (7) the setoff of any debt owing to the debtor that arose
        before the commencement of the Chapter 11 case against
        any claim against the debtor; and

    (8) the commencement or continuation of a proceeding before
        the U.S. Tax Court concerning the debtor.

Mr. Beesley fears that creditors unfamiliar with the automatic
stay may attempt to proceed against AMERCO's property despite the
commencement of this Chapter 11 case.  "This unilateral self-help
action could jeopardize AMERCO's reorganization efforts and result
in irreparable harm to the estate and other parties-in-interest.

Although the stay arises by operation of law, AMERCO believes that
a Court order is necessary and helpful to ensure creditor
compliance with the stay.  Accordingly, at AMERCO's behest, Judge
Zive confirms the applicability of the automatic stay pursuant to
Sections 105(a), 362 and 366 of the Bankruptcy Code and confirms
that, under chapter 11 of the Bankruptcy Code, AMERCO is in
possession of its assets and has all of the rights and powers
usually conferred on a bankruptcy trustee. (AMERCO Bankruptcy
News, Issue No. 2; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


AMERICAN CELLULAR: S&P Knocks Corporate Credit Rating Down to SD
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered the corporate credit
rating on American Cellular Corp. to 'SD' from 'CC' and the
subordinated debt rating on the company to 'D' from 'C'. The
ratings have been removed from CreditWatch, where they were placed
April 5, 2002.

The rating actions follow the company's announcement of its
proposed restructuring, which would involve a tender offer of less
than full value for the company's approximately $700 million of
9.5% senior subordinated notes due 2009. The deal also proposes a
prepackaged bankruptcy plan if the tender offer is not successful.

The 'CC' bank loan rating on the company has been affirmed and is
also removed from CreditWatch. The outlook on the bank loan rating
is negative. As part of the restructuring, the company intends to
issue $900 million of new senior unsecured notes to pay down its
bank debt, which represents about $900 million of the total $1.6
billion debt outstanding. The rating on the bank loan will be
withdrawn upon payment from the proceeds of the new note issue.
The debt exchanged is viewed by Standard & Poor's as tantamount to
a default on the original debt issue terms.

American Cellular is a joint venture between Dobson Communications
Corp. (B/Watch Neg/--) and AT&T Wireless Services (BBB/Stable/A-
2). Under the restructuring plan, American Cellular will become a
wholly owned subsidiary of Dobson Communications. Dobson's 'B'
corporate credit rating remains on CreditWatch with negative
implications, and this listing will be resolved after Standard &
Poor's reviews the impact of American Cellular's restructuring and
the rural cellular industry in general.

Under American Cellular's proposed restructuring plan, the
subordinated note holders would receive $50 million in cash,
approximately 45 million of Dobson Communications Class A common
stock, and 700,000 shares of a new series of Dobson Communications
convertible preferred stock. More than two-thirds of the
subordinated note holders have signed agreements to support the
restructuring. The $900 million of new notes issued by American
Cellular to repay bank debt will be non-recourse to Dobson
Communications.


ANC RENTAL: Selling All Assets to Cerberus Capital for $290 Mil.
----------------------------------------------------------------
ANC Rental Corporation and its debtor-affiliates seek to sell
substantially all of their assets free and clear of claims,
liabilities and encumbrances, pursuant to an Asset Purchase
Agreement, dated as of June 12, 2003, executed by:

    1. the Debtors;

    2. CAR Acquisition Company LLC and any direct or indirect
       subsidiaries of Cerberus Capital Management, L.P.,
       affiliates of Cerberus Capital Management or any newly
       formed entity affiliated with Cerberus Capital Management,
       as Cerberus Capital Management may in its sole discretion
       designate; and

    3. Cerberus Capital Management, L.P.;

                  The Marketing and Sale Process

Mark J. Packel, Esq., at Blank Rome LLP, in Wilmington, Delaware,
recounts that in early January 2003, the Debtors retained Lazard
Freres & Co. LLC to assist in marketing their businesses and
advising them in connection with any sale of all or a substantial
portion of their businesses.  After their engagement, Lazard and
the Debtors began the process of exploring strategic alternatives
and interest from preliminary investors and acquirers.  As a
result of their analysis during this process, Lazard and the
Debtors determined that the best option to achieve maximum value
for their stakeholders would be to initiate a full auction
process and market ANC to a broad range of financial and
strategic buyers.

Using its industry expertise and contacts, Lazard conducted an
extensive and exhaustive sale and marketing process.  This process
included, among other things:

    1. selecting both strategic and financial potential buyers;

    2. meeting with and discussing all relevant aspects of the
       Debtors businesses with preliminary investors and
       acquirers;

    3. preparing and circulating a confidential information
       memorandum on the Debtors' businesses;

    4. holding Management Presentations for Potential Investors
       and Second Round Bidders; and

    5. determining whether the selected parties had the necessary
       financial resources to fund the Debtors' business plan or
       purchase the assets of the business.

Throughout January 2003, Mr. Packel reports that Lazard began
distributing preliminary information materials to all of the
potential investor groups that had expressed interest in a
transaction relating to the Debtors since the Petition Date.
Based on previous experience and transactions with companies in
the auto rental industry, Lazard added a number of other investor
groups to the list of potential purchasers.  The comprehensive
list of prospective bidders consisted of 35 parties, 29 of which
executed or extended confidentiality agreements.  Of those 29,
several joined to form a total of 22 bidding groups.  This
comprehensive list of Potential Investors consisted of pure
financial sponsors, financial sponsors teamed with auto rental
industry executives, and an auto rental industry competitor.

After executing a confidentiality agreement, each Potential
Investor received a copy of the confidential information
memorandum.  In addition to the confidential information
memorandum, Lazard sent to all Potential Investors a "First Round
Procedures Letter," which set February 28, 2003 as the deadline
for submission of non-binding expressions of interest, and set
forth the criteria for selecting the Second Round Bidders.  The
criteria used for selecting the Second Round Bidders included,
among other things:

    1. total purchase price;

    2. form of consideration;

    3. extensiveness of due diligence performed by the Potential
       Investors; and

    4. attractiveness of the Potential Investors' Preliminary
       Proposals.

By the end of February, Mr. Packel states that Lazard and the
Debtors had held 12 Management Presentations for the Potential
Investors.  These Management Presentations generally consisted of
full-day presentations at ANC's offices with members of the
senior management team.  In addition, prior to submitting
Preliminary Proposals, several Potential Investors sought to
conduct further due diligence and requested additional financial,
legal and operational information on ANC.  These information
requests covered a wide range of topics, including, among other
things, financial statements, fleet information, financing
arrangements, insurance, and sales and marketing materials.
Lazard worked with ANC to provide this information to the
Potential Investors through both written responses to the requests
and follow-up meetings and conference calls.

On the Preliminary Proposal Deadline, the Debtors received eight
Preliminary Proposals for their businesses as a whole.  During the
first week of March, the Debtors and Lazard evaluated the
Preliminary Proposals and, on March 11, 2003, ANC's Board of
Directors determined to invite four parties to continue their due
diligence and submit final proposals to the Debtors for their
consideration.  The Debtors' secured creditors, as well as the
Committee, were informed of the Final Proposals, and, to the
extent they desired, had direct contact with the bidders.

At the start of the second round of bidding, each of the Second
Round Bidders received "Second Round Proposal Letters" which set
April 18, 2003 as the deadline for Final Proposals, which was
later extended to April 28, 2003, in order to provide the Second
Round Bidders enough time to complete their due diligence.  In
addition, the Second Round Proposal Letters set forth the criteria
that the Debtors would use in connection with the selection of a
Final Proposal, which included, among other things:

    1. total purchase price;

    2. form of consideration;

    3. extensiveness of due diligence performed by the Second
       Round Bidder;

    4. the extent of proposed changes to the "Draft Asset Purchase
       Agreement";

    5. the attractiveness of the Second Round Bidder's financing
       proposal; and

    6. the bidder's ability to consummate a transaction in a
       timely manner.

In connection with the formulation of their Final Proposals, each
of the Second Round Bidders submitted extensive due diligence
request lists that generally requested more detailed information.
Lazard and the Debtors worked extensively to provide the Second
Round Bidders with the information requested in an effort to
conclude the Sale Process as efficiently as possible.

On the Final Proposal Deadline, all four of the Second Round
Bidders submitted Final Proposals.  On May 6, 2003, Lazard
presented the four Final Proposals to the Board.  After this
meeting, the Board selected two final parties with which to
negotiate a Final Proposal.  On May 12, 2003, the Board selected
CAR Acquisition Company as the winning bidder with whom to
negotiate a definitive asset purchase agreement.

                      The Purchase Agreement

The Debtors submit that the Sale Process resulted in the best
offer for ANC's assets.  The Agreement will grant CAR Acquisition
Company certain termination rights and rights to payment and
imposes on the Debtors certain requirements regarding the conduct
of the Auction as specified and defined in the Bidding Procedures.  
The Bankruptcy Court's approval of these provisions is a specific
condition to CAR Acquisition Company's obligation to proceed with
the Sale.

According to Mr. Packel, the Debtors desire to receive the
greatest possible value for the Acquired Assets.  The Debtors
believe that the proposed Sale Process and the Agreement reflect
the highest and best value for the Acquired Assets.  The Debtors
have elected to test the value received for the Acquired Assets by
public auction.

The Agreement is still in the process of being negotiated by the
Debtors and CAR Acquisition Company.  A brief summary of certain
sections of the Agreement, pursuant to which CAR Acquisition
Company has agreed to purchase the Acquired Assets of the Debtors,
provides that:

    A. Sale is "Free and Clear":  At the Closing, the Debtors
       will sell, assign, transfer, convey and deliver to CAR
       Acquisition Company, free and clear of all encumbrances,
       and Cerberus Capital Management will cause CAR Acquisition
       Company to purchase, acquire and accept from the Debtors,
       all of the Debtors' legal and beneficial right, title and
       interest in and to all of the Acquired Assets.

    B. Consideration:  CAR Acquisition Company will acquire the
       Acquired Assets for $230,000,000 in cash, plus the
       assumption of certain assumed liabilities.

    C. Termination Fee:  A Termination Fee is payable to CAR
       Acquisition Company after the occurrence of certain
       circumstances.

The Debtors ask the Court to schedule a hearing on August 6, 2003
at 11:30 a.m. to consider approval of the Sale to CAR Acquisition
Company or the Successful Bidder.

                     Asset Sale to CAR is Good

Mr. Packel asserts that more than ample business justification
exists to sell the Acquired Assets to CAR Acquisition Company or
the Successful Bidder pursuant to Sections 105, 363 and 365 of
the Bankruptcy Code.  It is crucial to the preservation of the
Debtors' businesses either to secure an equity infusion or sell
their businesses.  While there have been other offers with
respect to the Debtors and their businesses, CAR Acquisition
Company's proposal to acquire the Debtors' assets yields far
greater value to their estates than any other proposal submitted
to date.  However, CAR Acquisition Company is not prepared to
proceed unless it can acquire the Acquired Assets in the manner
contemplated by the Agreement.  Moreover, absent a sale, the
Debtors do not have the ability to finance a successful
reorganization, and an ultimate liquidation would likely result,
which would cause material adverse harm and loss of enterprise
value.  As a result, the sale is justified because it is
necessary to avoid deterioration in the value of Acquired Assets.

The proposed sale is intended to minimize the administrative
expenses incurred by the Debtors' estates while maximizing value
for all parties-in-interest.

Furthermore, Mr. Packel believes that the sale of the Acquired
Assets pursuant to the Agreement is in exchange for fair and
reasonable value.  The $230,000,000 Cash Purchase Price and the
assumption of the Assumed Liabilities and fleet debt totaling
$3,000,000,000 provide significant value for the Acquired Assets
and the Debtors' estates.  Additionally, the Sale is subject to a
market check through the solicitation of competing bids in a
court-supervised marketing process.  This process is designed to
ensure that the value being received for the Acquired Assets will
be a fair and reasonable price.

Mr. Packel notes that the Agreement is the culmination of a
lengthy negotiation process in which all parties were represented
by sophisticated counsel and financial advisors.  CAR Acquisition
Company is not an insider of the Debtors as that term is defined
in Section 101(31) of the Bankruptcy Code, and all negotiations
have been conducted on an arm's-length, good faith basis.
Accordingly, under the circumstances, CAR Acquisition Company or
the Successful Bidder, as the case may be, should be afforded the
protections that Section 363(m) of the Bankruptcy Code provides
to a good faith Purchaser.

                            Objections

(1) Official Committee of Unsecured Creditors

Brendan Linehan Shannon, Esq., at Young Conaway Stargatt & Taylor
LLP, in Wilmington, Delaware, informs the Court that the
Committee has grave concerns that the proposed sale of
substantially all of the Debtors' assets to Cerberus Capital
Management, L.P., if approved on the terms and conditions
contained in the purchase agreement, is likely to result in:

    (a) a significant portion -- about $60,000,000 -- of Lehman's
        junior-most $180,000,000 secured claim not being paid,

    (b) some potentially significant administrative liabilities
        not being paid, and

    (c) no sale proceeds being made available to priority and
        general unsecured claims.

In the absence of the Debtors' secured creditors agreeing to pay
the costs of the Chapter 11 process that has allowed this Sale to
occur for their benefit, these estates are likely to be
administratively insolvent immediately post-closing of the Sale.

Mr. Shannon states that these cases now appear to be run solely
and exclusively for the benefit of the Debtors' secured
creditors, and specifically, its undersecured creditor, Lehman
Brothers, Inc.  Indeed, the Debtors' management team has admitted
that, in terms of negotiating the deal with Cerberus, Lehman is
"driving the train."  Lehman has indicated that it may move to
convert these cases to Chapter 7 cases after the Sale is
consummated.  If the secured creditors are implementing a sale
process through Chapter 11 at the expense of these estates, then
they must be required to pay the costs attendant to that process.

Accordingly, the Committee asks the Court to condition the
continuation of the Sale on the secured creditors' commitment to
pay in full all of the administrative expenses incurred through
the closing of the Sale, plus provide a small carve-out of funds
sufficient to cover the costs of a simple liquidating Chapter 11
plan.  If the secured creditors are unwilling to pay these costs
to avoid an administrative insolvency, either the Court should
permit the "surcharging" of their collateral under Section 506(c)
of the Bankruptcy Code to cover the costs, regardless of any
contrary terms contained in any cash collateral orders, or
consider whether the sales process should proceed at all or other
alternatives should be explored.

(2) Liberty Mutual Insurance Company

Frederick B. Rosner, Esq., at Jaspan Schlesinger Hoffman LLP, in
Wilmington, Delaware, relates that Liberty Mutual Insurance
Company, is a secured, superpriority administrative creditor of
the Debtors, with either first or subordinated liens and security
interests in all of the Debtors' assets.  The Liberty Liens
secure obligations to Liberty, which arise under numerous
agreements, Court orders and by operation of law, and were granted
to Liberty in conjunction with their agreements to continue to
provide essential surety bonds to the Debtors.  As the Debtors
have repeatedly acknowledged, Liberty's bonding has been and
continues to be critical to these Chapter 11 cases.  In exchange
for certain rights and protections granted, Liberty has been
providing the Debtors with a continuing source of essential
bonding, without which these cases might fail, and the realizable
value of the assets of the Debtors' business would be
significantly less.

Mr. Rosner asserts that the Sale is not clear as to how Liberty
will be affected by the Purchase Agreement.  Without a final form
of Purchase Agreement it is impossible to determine, among other
things, whether the terms of the proposed sale, including the
consideration proposed to be paid, forms an adequate basis on
which an extensive break-up fee and expense reimbursement may be
approved.

Mr. Rosner asserts that Liberty has certain specific rights and
protections that were granted pursuant to Court Orders, which
must be satisfied and honored in connection with the disposition
of the Debtors' assets.  It is not yet clear that the Purchase
Agreement or Sale Approval Order will adequately address such
rights and protections.

Mr. Rosner states that the treatment of Liberty and its rights
and liens in the purchase transaction not only affects Liberty,
but may also affect any expectation that creditors junior to
Liberty might have as to the receipt of any proceeds from the
sale.  Accordingly, without the final Purchase Agreement to
review, Liberty cannot advise the Court as to whether, as a
substantive matter, rights, liens and protections of Liberty are
being violated or adversely or inappropriately affected by the
proposed Sale. (ANC Rental Bankruptcy News, Issue No. 35;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


ASSET SECURITIZATION: Fitch Further Junks 3 Note Class Ratings
--------------------------------------------------------------
Asset Securitization Corp.'s commercial mortgage pass-through
certificates, series 1995-MD IV classes B-2, B-2H and A-CS3 are
downgraded by Fitch Ratings as follows:

        -- $32.4 million class B-2 to 'C' from 'CCC';
        -- $836 class B-2H to 'C' from 'CCC';
        -- Interest-only class A-CS3 to 'C' from 'CCC'.

In addition, Fitch upgrades $67.7 million class A-2 to 'AAA' from
'AA+'.

The following certificates are affirmed by Fitch as follows:

        -- $272.7 million class A-1 'AAA';
        -- Interest-only class A-CS2 'AAA';
        -- $53.2 million class A-3 'A+';
        -- $58 million class A-4 'BBB+';
        -- $29 million class A-5 'BBB';
        -- $67.7 million class B-1 'B'.

The downgrades are a result of the discounted sale of the Hardage
loan, which has resulted in losses to the Trust as well as the
recent bankruptcy filing of the borrower of the Motels of America
loan, combined with the loan's continued poor performance. Per the
July distribution report, the Hardage loan sale has resulted in
total losses in the amount of $6.4 million to the B-2 and B-2H
classes. The upgrade is primarily due to paydown, defeasance
within the pool and the continued strong performance of the
Hallwood and Crescent loans. As of the July 2003 distribution
date, the pool consisted of five loans, including the G&L loan
(4.7%) which has been fully defeased, compared to nine loans at
issuance. The certificate balance had been reduced by
approximately 40%, to $580.7 million from $967.2 million at
closing. One loan, Motels of America, remains in special
servicing.

As part of its review, Fitch analyzed the performance of each loan
and the underlying collateral. Fitch compared each loan's debt
service coverage ratio at the year ended December 2002 to the DSCR
at last review (trailing twelve month-ended June 2002) and the
DSCR at issuance. DSCRs are based on Fitch adjusted net cash flow
and a stressed debt service based on the current loan balance and
a Fitch hypothetical mortgage constant.

The Motels of America loan (23.1%) is secured by 93 limited-
service hotels with 7,206 rooms located in 29 states. The loan
continues to show declining cash flow since issuance. The loan
which continues to be of concern to Fitch, has been in special
servicing since January 2003 due to the borrower leasing out a
majority of the properties without lender consent. In addition,
the borrower filed Ch. 11 bankruptcy on July 10, 2003. According
to the bankruptcy filing, the properties have a recent appraisal
value of $193 million. The YE 2002 weighted average DSCR, using a
11.19% constant, was 1.17 times down from 1.27x for the trailing
twelve months ended June 2002 and 1.52x at issuance. The YE 2002
occupancy was 68.9%, down from 69.7% for TTM June 2002 and 70% at
issuance. The YE 2002 revenue per available room (RevPAR) was
$34.78 compared to $33.74 TTM June 2002, but above $26.77 at
issuance. Of the properties inspected in 2002 most were found to
be in good condition with deferred maintenance noted at 32
properties.

The Columbia Sussex loan (20.1%) consists of ten full-service
hotels totaling 2,790 rooms, located in eight states. Despite a
20% decline in NCF since issuance, the YE 2002 DSCR based on a
10.48% constant, remains flat at 1.68x compared to 1.68x TTM June
2002 and 1.66x at issuance due to amortization on the loan. The
decline in performance is a reflection of the current conditions
of the hotel industry, which has affected occupancy rates at the
properties. YE 2002 occupancy remained stable at 53% compared to
52% TTM June 2002, but down from 64% at issuance. YE 2002 RevPAR
remained stable at $50.33 compared to $50.49 TTM June 2002 and
$49.59 at issuance. All properties were inspected in 2002 and
received good grades with no deferred maintenance noted.

Of the remaining loans in the transaction, the Crescent (42.6%)
and Hallwood (14.2%) portfolios continue to show strong
performance. Although both loans have shown slight declines in YE
2002 occupancy due to vacancies or lease rollover, NCF is well
above that at issuance. Both loans have an investment grade credit
assessment by Fitch. The YE 2002 DSCR for the Crescent portfolio,
using a constant of 9.23%, was 2.18x, up from 1.42x at issuance.
YE 2002 occupancy slightly declined to 93% from 95% at last year's
review. The YE 2002 DSCR for the Hallwood portfolio, using a
constant of 9.82%, was 2.24x, up from 1.40x at issuance. YE 2002
occupancy slightly declined to 90% from 91% at last year's review.

Fitch will closely monitor this transaction in light of the recent
bankruptcy filing of the Motels of America loan and the on-going
performance of the Columbia Sussex loan.


AT PLASTICS: June 30 Working Capital Deficit Stands at $94 Mill.
----------------------------------------------------------------
AT Plastics (TSX:ATP) announced its results for the three and six
months ended June 30, 2003.

Consolidated sales in the second quarter of 2003 declined modestly
to $63.8 million compared to $65.8 million last year. For the six
months ended June 30, 2003, sales increased 5.7% to $125.2 million
compared to $118.4 million in 2002. Sales volumes in both periods
remained relatively consistent with the prior year, while the
successful implementation of selling price increases late in the
first quarter of 2003 helped to offset raw material cost increases
experienced in the period. The Company's sales and marketing
initiatives in each of its specialty polymers and films businesses
have also generated new customers and an improved position in each
of its target markets. However, with approximately 70% of the
Company's business in the United States, the significant increase
in the Canadian dollar exchange rate in 2003 negatively impacted
sales by approximately $7.1 million in the second quarter and
$10.4 million through the first six months of 2003 respectively
compared to the same periods last year.

Consolidated earnings before interest, taxes, depreciation and
amortization (EBITDA), and not including the impact of foreign
exchange gains or losses related to long-term debt and special
charges, were $8.6 million in the second quarter compared to $9.6
million in the same period last year. The reduction in EBITDA in
the quarter is primarily due to the negative impact of foreign
exchange on sales in the period. The successful implementation of
selling price increases, as well as the Company's ongoing
initiatives to increase sales of its higher-margin specialty
polymers and films products and enhance production efficiencies,
partially offset the negative impacts of foreign exchange and
higher raw material costs. In addition, in the first quarter of
2003 the Company reorganized and consolidated certain management
and operational functions and reduced its workforce by
approximately 8%. Management anticipates these actions will result
in total annualized pre-tax savings of approximately $3.6 million.
For the six months ended June 30, 2003, EBITDA was $16.9 million,
consistent with the prior year.

"Our underlying performance continues to improve despite the
difficult market conditions we are experiencing," commented Gary
Connaughty, President and CEO. "In fact, not including the
negative impact of foreign exchange, our sales rose by over 14%
through the first six months of 2003."

During the second quarter, the Company recorded a net foreign
exchange gain of $7.6 million on long-term debt denominated in
foreign currencies compared to a gain of $4.9 million in the
second quarter of 2002. For the six months ended June 30, 2003,
the foreign exchange gain was $14.7 million compared to $4.9
million in 2002. Interest and fees on long-term debt in the second
quarter of 2003 declined in the second quarter compared to last
year. As a result of an increase in the Company's subordinated
term credit facility announced during the quarter, an amendment
fee of approximately $1.0 million that was payable on the senior
term facility and accrued in the first quarter of 2003 was
reversed in the second quarter. A special charge of $3.7 million
was incurred in the second quarter to account for a write off of
investment tax credits recoverable, and for certain transaction
costs associated with the proposed merger with Acetex. Through the
first six months of 2003, the special charge of $5.5 million also
included costs associated with the cost reduction initiatives
implemented in the first quarter. In 2002 a special charge of
$10.1 million was incurred relating to a refinancing largely
completed in 2001 and closed in January 2002.

The Company incurred a net loss of $8.9 million in the second
quarter compared to net income of $3.8 million last year.
Primarily as a result of the decline in the Company's EBITDA
resulting from the unprecedented increase in the value of the
Canadian dollar, the Company was unable to meet certain financial
covenants under its debt agreements. As a result of this factor,
the income tax asset reflecting the value of Canadian and U.S. tax
loss carry forwards was written off in the second quarter. For the
six months ended June 30, 2003, the Company generated a net loss
of $7.3 million compared to a net loss of $4.9 million last year.

AT Plastics Inc.'s June 30, 2003 balance sheet shows that its
total current liabilities outweighed its total current assets by
about $94 million, while its total accumulated deficit of about
$60 million.

On June 23, 2003 Acetex Corporation and AT Plastics Inc., jointly
announced that they have entered into a definitive agreement to
merge to create an integrated chemical company focusing on
intermediate chemicals and specialty plastics serving customers
around the world. Under the agreement, AT Plastics will become a
wholly-owned subsidiary of Acetex. The proposed merger with
Acetex, if approved, will provide access to new capital to fund
the Company's operations for the foreseeable future.

As a result of the Company's proposed merger with Acetex and the
Company's inability to meet certain financial covenants under its
debt agreements, the Company's long-term debt has been classified
as a current liability as at the end of the second quarter. As
part of the proposed merger, agreements have been reached with the
lenders to retire the senior term and subordinated debts upon
closing.

"We are moving ahead to complete the previously announced merger
of AT Plastics with Acetex Corporation," Mr. Gary Connaughty
continued. "It is clear that substantial value will be created by
the merger and the resulting removal of the sizeable debt
servicing costs that have been weighing on our financial
performance for the past eighteen months."

                    Specialty Polymers Business

Sales in the specialty polymers business for the six months ended
June 30, 2003 increased 6.4% compared to the same period last
year. Sales of higher-margin specialty products remained strong
due to the Company's successful focus on its Target Account
Program. The Company was also successful in implementing selling
price increases to help offset significant increases in raw
material costs resulting from higher natural gas prices. However,
the increased value of the Canadian dollar negatively impacted
sales in the period by approximately $9.3 million compared to last
year. As a result of these factors, EBITDA for the first six
months of the year rose 3.4% to $18.1 million compared to $17.5
million last year.

                         Films Business

As a result of a strong first quarter, combined with the selling
price increases instituted to offset rising raw material costs,
sales revenues rose 2.3% for the six months ended June 30, 2003
compared to the prior year. Foreign exchange negatively impacted
films sales by approximately $1.6 million in the period. EBITDA
for the six months ended June 30, 2003 increased to $1.8 million
compared to $879,000 last year.

AT Plastics Inc. develops and manufactures specialty plastic
resins and film products for a number of niche markets in North
America and around the world. Through unique process engineering,
AT Plastics has developed proprietary and patented processes
designed to meet evolving customer requirements for high quality,
specialized products and services. Operating from a modern, state-
of-the-art engineering and manufacturing facility in Edmonton
Alberta, the Company produces specialty plastic resins and
compounds for applications such as thermal laminating, hot-melt
adhesives, automotive products, packaging and medical and
pharmaceutical applications, and film products for agricultural
and horticultural markets. AT Plastics' common shares are listed
on the Toronto Stock Exchange under the symbol ATP. For more
information, visit Web site at http://www.atplastics.com  


BALLY TOTAL: Selling Additional $35 Million of 10.50% Sr. Notes
---------------------------------------------------------------
Bally Total Fitness Holding Corporation (NYSE:BFT) announced the
sale in a private offering to qualified institutional buyers of an
additional $35 million in aggregate principal amount of 10-1/2%
Senior Notes due 2011, adding to the $200 million aggregate
principal amount of Senior Notes issued July 2, 2003.

The additional Senior Notes were priced at 101% plus accrued
interest from July 2, 2003. Bally intends to use the net proceeds
of the sale, which is scheduled to close on July 22, 2003, to pay
down a portion of its outstanding Securitization Series 2001-1 and
for general working capital purposes.

Bally Total Fitness is the largest and only nationwide, commercial
operator of fitness centers, with approximately four million
members and nearly 420 facilities located in 29 states, Canada,
Asia and the Caribbean under the Bally Total Fitness(R), Crunch
Fitness(SM), Gorilla Sports(SM), Pinnacle Fitness(R), Bally Sports
Clubs(R) and Sports Clubs of Canada(R) brands. With an estimated
150 million annual visits to its clubs, Bally offers a unique
platform for distribution of a wide range of products and services
targeted to active, fitness-conscious adult consumers. For more
information, visit http://www.ballyfitness.com  

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

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


BOMBARDIER CAPITAL: Fitch Takes Rating Actions on 6 Note Issues
---------------------------------------------------------------
Fitch Ratings has performed a review of the Bombardier Capital
manufactured housing transactions. Based on the review, the
following rating actions have been taken:

   Series 1998-A:
   
           -- Classes A-3 - A-5 affirmed at 'AAA';
           -- Class M-1 affirmed at 'AA';
           -- Class B-1 downgraded to 'CCC' from 'B';
           -- Class B-2 remains at 'CCC'.
   
   Series 1998-B:
   
           -- Class A affirmed at 'AAA';
           -- Class M-1 downgraded to 'BBB' from 'A-';
           -- Class M-2 downgraded to 'B' from 'BB';
           -- Class B-1 downgraded to 'C' from 'CCC';
           -- Class B-2 remains at 'C'.
   
   Series 1998-C:
   
           -- Class A affirmed at 'AAA';
           -- Class M-1 affirmed at 'A-';
           -- Class M-2 affirmed at 'BBB-';
           -- Class B-1 affirmed at 'B';
           -- Class B-2 downgraded to 'C' from 'CCC'.
   
   Series 1999-B:
   
           -- Classes A-1A & A-1B - A-6 downgraded to 'BBB+'
                 from 'A';
           -- Class M-1 downgraded to 'B' from 'BB';
           -- Class M-2 downgraded to 'C' from 'CCC';
           -- Class B-1 remains at 'C';
           -- Class B-2 remains at 'D'.
   
   Series 2000-A:
   
           -- Classes A-1 - A-5 downgraded to 'BBB+' from 'A';
           -- Class M-1 downgraded to 'BB-' from 'BBB-';
           -- Class M-2 downgraded to 'C' from 'CCC';
           -- Class B-1 downgraded to 'C' from 'CC';
           -- Class B-2 remains at 'D'.
   
   Series 2001-A:
   
           -- Class A affirmed at 'AAA';
           -- Class M-1 affirmed at 'AA';
           -- Class M-2 downgraded to 'BBB-' from 'BBB+';
           -- Class B-1 downgraded to 'BB-' from 'BBB-';
           -- Class B-2 downgraded to 'C' from 'B-'.
   
Although Bombardier exited the MH lending business in September
2001, it continues to service its manufactured housing loan
portfolio. The departure from the lending business has had an
adverse impact on already deteriorating performance. As a result
of exiting the MH lending business, Bombardier is now heavily
reliant upon wholesale liquidations of repossessed homes. Recovery
rates on wholesale liquidations are generally substantially lower
than retail liquidation recoveries.


CHARLES J. MILLER: US Trustee to Meet with Creditors on Aug. 13
---------------------------------------------------------------
The United States Trustee will convene a meeting of Charles J.
Miller, Inc., and its debtor-affiliate's creditors on August 13,
2003, 10:00 a.m., at 300 W. Pratt, #375, Baltimore, Maryland
21201. This is the first meeting of creditors required under 11
U.S.C. Sec. 341(a) in all bankruptcy cases.

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

Charles J. Miller, Inc., headquartered in Hampstead, Maryland,
filed for chapter 11 protection on July 14, 2003 (Bankr. Md. Case
No. 03-80504).  James A. Vidmar, Jr., Esq., at Linowes and
Blocher, LLP, represents the Debtors in their restructuring
efforts.  When the Company filed for protection from its
creditors, it listed debts and assets of over $10 million each.


CNH GLOBAL: Says 2nd Quarter Results in Line with Expectations
--------------------------------------------------------------
CNH Global N.V. (NYSE: CNH) announced that net income for the
second quarter of 2003 is expected to be no less than $35 million.
Excluding restructuring charges of approximately $20 million net
of tax, the company's bottom line result would be about $55
million, compared to approximately $45 million, before
restructuring charges, net of tax, of about $6 million in the
second quarter of 2002. In April of this year, the company had
stated that it expected to report a net result for the second
quarter slightly improved from the same period last year,
excluding restructuring charges.

For the full year, CNH continues to believe that the company will
record a bottom line improvement of about $100 million, bringing
CNH into the black, before restructuring charges, for 2003.
Depending on the timing of the closure of the company's East
Moline, Illinois facility, 2003 restructuring charges may be as
much as $325 million on a pre tax basis, with a maximum 2003 cash
impact of approximately $75 million.

CNH management will issue full second quarter results and hold a
conference call on July 24, 2003, as previously announced.

CNH (S&P, BB Corporate Credit Rating, Negative) is the number one
manufacturer of agricultural tractors and combines in the world,
the leader in light construction equipment, and has one of the
industry's largest equipment finance operations. Revenues in 2002
totaled $10 billion. Based in the United States, CNH's network of
dealers and distributors operates in over 160 countries. CNH
agricultural products are sold under the Case IH, New Holland and
Steyr brands. CNH construction equipment is sold under the Case,
FiatAllis, Fiat Kobelco, Kobelco, New Holland, and O&K brands.


CONSECO FINANCE: Related Trust Ratings on 3 Classes Dive to D
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
classes from various Conseco Finance Corp.-related series issued
by Home Improvement Loan Trust 1995-F, Home Improvement & Home
Equity Loan Trust 1997-D, and Conseco Finance Home Loan Trust
1999-F to 'D'.

Conseco Finance Corp. did not make any payments under the limited
guarantee on the July 15, 2003 distribution date, causing interest
shortfalls on the three classes, resulting in default.

The ratings on class B-2 from Home Improvement Loan Trust series
1995-F and on class HI: B-2 from Home Improvement & Home Equity
Loan Trust series 1997-D, respectively, were lowered to 'CCC-'
from 'CCC+' on Sept. 12, 2002. The downgrades followed an analysis
that determined that the monthly excess spread alone might not be
sufficient to offset the weakening credit quality of Conseco
Finance Corp. (the guarantor), which provides credit support from
a limited guarantee. At that time, the rating on class B-2 from
Conseco Finance Home Loan Trust 1999-F had remained at 'CCC+', as
it was determined that the credit support from its monthly excess
spread alone might be sufficient to withstand future losses, and
therefore may not require credit support from the limited
guarantee provided by Conseco Finance Corp.
   
                        RATINGS LOWERED
   
                   Home Improvement Loan Trust
                                    Rating
        Series    Class      To                 From
        1995-F    B-2        D                  CCC-
   
              Home Improvement & Home Equity Loan Trust
                                    Rating
        Series    Class      To                 From
        1997-D    HI: B-2    D                  CCC-
           
                 Conseco Finance Home Loan Trust
                                    Rating
        Series    Class      To                 From
        1999-F    B-2        D                  CCC+


CONSECO FINANCE: Fitch Takes Action on Various Transactions
-----------------------------------------------------------
Fitch Ratings takes rating actions on 57 Conseco Finance/Green
Tree Finance manufactured housing transactions. The rating actions
reflect the continued high level of delinquencies and losses.

In December of last year, Conseco Finance announced it had filed
for Chapter 11 bankruptcy protection and was no longer originating
MH loans. Since the liquidation of repossessed units through the
retail channel relies on providing financing for the new
purchaser, CFC has relied exclusively on the wholesale channel to
liquidate repossessions since the bankruptcy. This has caused an
increase in loss severities due to the lower recoveries available
through the wholesale channel. The wholesale channel liquidations
have also increased the repossession liquidation rate, as bulk
sales of the repossessed units allow for faster liquidations.
However, CFC's repossession inventory has not declined at the same
rate as the liquidation rate, reflecting a large number of newly
repossessed homes.

Last month, the sale of CFC's MH platform to CFN Investment
Holdings LLC was finalized. Fitch believes the sale of the
platform to CFN is a positive development that will provide
continuity in the servicing of the loans. As part of the agreement
within 90 days of the sale, $150 million will be made available
for repo-refinancing, a $35 million reserve account will be
established to cover claims against CFC, and a minimum of $100
million will be made available for the servicer to perform its
duties. The additional capital is expected to benefit recoveries
and eventually have a stabilizing influence on the portfolio's
performance. However, uncertainty regarding the servicing platform
remains. Fitch will continue to monitor the performance of the
pools as well as the status of the servicing operation.

     Series 1992-1:

        -- Class B affirmed at 'BBB'.

     Series 1992-2:

        -- Class B affirmed at 'BB-'.

     Series 1993-1:

        -- Class A-3 affirmed at 'AAA';
        -- Class B affirmed at 'BB-'.

     Series 1993-2:
        
        -- Class A-4 affirmed at 'AAA';
        -- Class B affirmed at 'BB-'.

     Series 1993-4:

        -- Class B-2 affirmed at 'B'.

     Series 1994-1:

        -- Class A-5 affirmed at 'AA';
        -- Class B-2 affirmed at 'C'.

     Series 1994-2:

        -- Class A-5 affirmed at 'AA';
        -- Class B-2 affirmed at 'C'.

     Series 1994-3:

        -- Class A-5 affirmed at 'AA';
        -- Class B-2 affirmed at 'C'.

     Series 1994-5:

        -- Class A-5 affirmed at 'AA';
        -- Class B-2 affirmed at 'C'.

     Series 1994-6:

        -- Class A-6 affirmed at 'AAA';
        -- Class M-1 affirmed at 'AA';
        -- Class B-1 affirmed at 'A-';
        -- Class B-2 affirmed at 'C'.

     Series 1994-7:

        -- Class A-6 affirmed at 'AAA';
        -- Class M-1 affirmed at 'AA';
        -- Class B-1 affirmed at 'BBB+';
        -- Class B-2 affirmed at 'C'.

     Series 1994-8:

        -- Class A-6 affirmed at 'AAA';
        -- Class M-1 affirmed at 'AA';
        -- Class B-1 affirmed at 'BBB+';
        -- Class B-2 affirmed at 'C'.

     Series 1995-1:

        -- Class A-6 affirmed at 'AAA';
        -- Class M-1 affirmed at 'AA';
        -- Class B-1 affirmed at 'BBB+';
        -- Class B-2 affirmed at 'C'.

     Series 1995-2:

        -- Class A-6 affirmed at 'AAA';
        -- Class M-1 affirmed at 'AA-';
        -- Class B-1 affirmed at 'BBB';
        -- Class B-2 affirmed at 'C'.

     Series 1995-3:

        -- Class A-6 affirmed at 'AAA';
        -- Class M-1 affirmed at 'AA-';
        -- Class B-1 affirmed at 'BBB+';
        -- Class B-2 affirmed at 'C'.

     Series 1995-4:

        -- Classes A-5 - A-6 affirmed at 'AAA';         
        -- Class M-1 affirmed at 'AA-';
        -- Class B-1 affirmed at 'BBB+';
        -- Class B-2 affirmed at 'C'.

     Series 1995-5:

        -- Class A-6 affirmed at 'AAA';
        -- Class M-1 affirmed at 'AA-';
        -- Class B-1 affirmed at 'BBB+';
        -- Class B-2 affirmed at 'C'.

     Series 1995-6:

        -- Classes A-5 - A-6 affirmed at 'AAA';
        -- Class M-1 affirmed at 'AA';
        -- Class B-1 affirmed at 'BBB+';
        -- Class B-2 affirmed at 'C'.

     Series 1995-7:

        -- Classes A-5 - A-6 affirmed at 'AAA';
        -- Class M-1 affirmed at 'AA';
        -- Class B-1 affirmed at 'BBB+';
        -- Class B-2 affirmed at 'C'.

     Series 1995-8:

        -- Class A-6 affirmed at 'AAA';
        -- Class M-1 affirmed at 'AA';
        -- Class B-1 affirmed at 'BBB+';
        -- Class B-2 affirmed at 'C'.

     Series 1995-9:

        -- Class A-6 affirmed at 'AAA';
        -- Class M-1 affirmed at 'AA-';
        -- Class B-1 affirmed at 'BBB+';
        -- Class B-2 affirmed at 'C'.

     Series 1995-10:

        -- Class A-6 affirmed at 'AAA';
        -- Class M-1 affirmed at 'AA-';
        -- Class B-1 affirmed at 'BBB+';
        -- Class B-2 affirmed at 'C'.

     Series 1996-1:

        -- Classes A-4 - A-5 affirmed at 'AAA';
        -- Class M-1 downgraded to 'A+' from 'AA-';
        -- Class B-1 downgraded to 'BB+' from 'BBB+';
        -- Class B-2 affirmed at 'C'.

     Series 1996-2:

        -- Classes A-4 - A-5 affirmed at 'AAA';
        -- Class M-1 downgraded to 'A+' from 'AA-';
        -- Class B-1 downgraded to 'BB' from 'BBB+';
        -- Class B-2 affirmed at 'C'.

     Series 1996-3:

        -- Classes A-5 - A-6 affirmed at 'AAA';
        -- Class M-1 downgraded to 'A' from 'AA-';
        -- Class B-1 downgraded to 'BB' from 'BBB+';
        -- Class B-2 affirmed at 'C'.

     Series 1996-4:

        -- Classes A-6 - A-7 affirmed at 'AAA';
        -- Class M-1 downgraded to 'A' from 'AA-';
        -- Class B-1 downgraded to 'BB' from 'BBB+';
        -- Class B-2 affirmed at 'C'.

     Series 1996-5:

        -- Classes A-6 - A-7 affirmed at 'AAA';
        -- Class M-1 downgraded to 'A' from 'AA-';
        -- Class B-1 downgraded to 'BB' from 'BBB';
        -- Class B-2 affirmed at 'C'.

     Series 1996-6:

        -- Class A-6 affirmed at 'AAA';
        -- Class M-1 downgraded to 'A' from 'AA-';
        -- Class B-1 downgraded to 'BB' from 'BBB';
        -- Class B-2 affirmed at 'C'.

     Series 1996-7:

        -- Class A-6 affirmed at 'AAA';
        -- Class M-1 downgraded to 'A' from 'AA-';
        -- Class B-1 downgraded to 'BB' from 'BBB';
        -- Class B-2 affirmed at 'C'.

     Series 1996-8:

        -- Classes A-6 - A-7 affirmed at 'AAA';
        -- Class M-1 downgraded to 'A' from 'AA-';
        -- Class B-1 downgraded to 'BB' from 'BBB';
        -- Class B-2 affirmed at 'C'.

     Series 1996-9:

        -- Classes A-5 - A-6 affirmed at 'AAA';
        -- Class M-1 downgraded to 'A' from 'AA-';
        -- Class B-1 downgraded to 'BB' from 'BBB';
        -- Class B-2 affirmed at 'C'.

     Series 1996-10:

        -- Classes A-5 - A-6 affirmed at 'AAA';
        -- Class M-1 downgraded to 'A' from 'AA-';
        -- Class B-1 downgraded to 'BB' from 'BBB';
        -- Class B-2 affirmed at 'C'.

     Series 1997-1:

        -- Classes A-5 - A-6 affirmed at 'AAA';
        -- Class M-1 downgraded to 'A' from 'AA-';
        -- Class B-1 downgraded to 'BB' from 'BBB-';
        -- Class B-2 affirmed at 'C'.

     Series 1997-2:

        -- Classes A-6 - A-7 downgraded to 'AA+' from 'AAA';
        -- Class M-1 downgraded to 'A-' from 'AA-';
        -- Class B-1 downgraded to 'BB' from 'BBB-';
        -- Class B-2 affirmed at 'C'.

     Series 1997-3:

        -- Classes A-5 - A-7 downgraded to 'AA+' from 'AAA';
        -- Class M-1 downgraded to 'A-' from 'AA-';
        -- Class B-1 downgraded to 'BB' from 'BBB-';
        -- Class B-2 affirmed at 'C'.

     Series 1997-4:

        -- Classes A-5 - A-7 downgraded to 'AA+' from 'AAA';
        -- Class M-1 downgraded to 'A-' from 'AA-';
        -- Class B-1 downgraded to 'BB' from 'BBB-';
        -- Class B-2 affirmed at 'C'.

     Series 1997-5:

        -- Classes A-5 - A-7 downgraded to 'AA+' from 'AAA';
        -- Class M-1 downgraded to 'A-' from 'AA-';
        -- Class B-1 downgraded to 'BB' from 'BBB-';
        -- Class B-2 affirmed at 'C'.

     Series 1997-6:

        -- Classes A-6 - A-10 downgraded to 'AA+' from 'AAA';
        -- Class M-1 downgraded to 'A-' from 'AA-';
        -- Class B-1 downgraded to 'BB' from 'BBB-';
        -- Class B-2 affirmed at 'C'.

     Series 1997-8:

        -- Class A-1 downgraded to 'AA+' from 'AAA';
        -- Class M-1 downgraded to 'A-' from 'AA-';
        -- Class B-1 downgraded to 'BB' from 'BBB-';
        -- Class B-2 affirmed at 'C'.

     Series 1998-1:

        -- Classes A-4 - A-6 downgraded to 'AA+' from 'AAA';
        -- Class M-1 downgraded to 'A-' from 'AA';
        -- Class B-1 downgraded to 'BB' from 'BBB-';
        -- Class B-2 affirmed at 'C'.

     Series 1998-3:

        -- Classes A-5 - A-6 downgraded to 'AA' from 'AAA';
        -- Class M-1 downgraded to 'BBB-' from 'A';
        -- Class B-1 downgraded to 'B' from 'BBB-';
        -- Class B-2 affirmed at 'C'.

      Series 1998-4:

        -- Classes A-5 - A-7 downgraded to 'AA' from 'AAA';
        -- Class M-1 downgraded to 'BBB-' from 'A';
        -- Class B-1 downgraded to 'B' from 'BBB-';
        -- Class B-2 affirmed at 'C'.

     Series 1998-6:

        -- Class A-5 affirmed at 'AAA';
        -- Class A-6 downgraded to 'AA+' from 'AAA';
        -- Classes A-7 - A-8 downgraded to 'AA' from 'AAA';
        -- Class M-1 downgraded to 'BBB-' from 'A+';
        -- Class M-2 downgraded to 'BB' from 'BBB+';
        -- Class B-1 downgraded to 'B' from 'BBB-';
        -- Class B-2 affirmed at 'C'.

     Series 1998-7:

        -- Class A-1 downgraded to 'AA' from 'AAA';
        -- Class M-1 downgraded to 'BBB-' from 'A+';
        -- Class M-2 downgraded to 'BB' from 'BBB+';
        -- Class B-1 downgraded to 'B' from 'BBB-';
        -- Class B-2 affirmed at 'C'.

     Series 1999-1:

        -- Class A-4 downgraded to 'AA+' from 'AAA';
        -- Classes A-5 - A-7 downgraded to 'AA' from 'AAA';
        -- Class M-1 downgraded to 'BBB-' from 'A';
        -- Class M-2 downgraded to 'BB' from 'BBB';
        -- Class B-1 downgraded to 'B' from 'BBB-';
        -- Class B-2 affirmed at 'C'.

     Series 1999-2:

        -- Class A-3 downgraded to 'AA+' from 'AAA';
        -- Classes A-4 - A-7 downgraded to 'AA' from 'AAA';
        -- Class M-1 downgraded to 'BBB-' from 'A';
        -- Class M-2 downgraded to 'BB' from 'BBB';
        -- Class B-1 downgraded to 'B-' from 'BB-';
        -- Class B-2 affirmed at 'C'.

     Series 1999-3:

        -- Classes A-4 affirmed at 'AAA';
        -- Classes A-5 - A-9 downgraded to 'AA' from 'AAA';
        -- Class M-1 downgraded to 'BBB-' from 'A-';
        -- Class M-2 downgraded to 'BB' from 'BBB-';
        -- Class B-1 downgraded to 'B-' from 'BB-';
        -- Class B-2 affirmed at 'C'.

     Series 1999-4:

        -- Class A-4 affirmed at 'AAA';
        -- Classes A-5 - A-9 downgraded to 'A' from 'AA';
        -- Class M-1 downgraded to 'BBB-' from 'A-';
        -- Class M-2 downgraded to 'BB' from 'BBB-';
        -- Class B-1 downgraded to 'B-' from 'BB-';
        -- Class B-2 affirmed at 'C'.

     Series 1999-5:

        -- Class A-3 affirmed at 'AAA';
        -- Classes A-4 - A-6 downgraded to 'A' from 'AA';
        -- Class M-1 downgraded to 'BBB-' from 'A-';
        -- Class M-2 downgraded to 'BB' from 'BBB-';
        -- Class B-1 downgraded to 'B-' from 'BB-';
        -- Class B-2 affirmed at 'C'.

     Series 2000-1:

        -- Class A-3 affirmed at 'AAA';
        -- Class A-4 downgraded to 'AA-' from 'AA';
        -- Class A-5 downgraded to 'A-' from 'AA';
        -- Class M-1 downgraded to 'BBB-' from 'A-';
        -- Class M-2 downgraded to 'BB' from 'BBB-';
        -- Class B-1 downgraded to 'B-' from 'BB-';
        -- Class B-2 affirmed at 'C'.

     Series 2000-2:

        -- Class A-3 affirmed at 'AAA';
        -- Class A-4 downgraded to 'AA-' from 'AA';
        -- Classes A-5 - A-6 downgraded to 'A-' from 'AA';
        -- Class M-1 downgraded to 'BBB-' from 'A';
        -- Class M-2 downgraded to 'BB' from 'BBB';
        -- Class B-1 downgraded to 'B-' from 'BB'.

     Series 2000-4:

        -- Classes A-3 affirmed at 'AAA';
        -- Class A-4 downgraded to 'AA-' from 'AA';
        -- Classes A-5 - A-6 downgraded to 'A-' from 'AA';
        -- Class M-1 downgraded to 'BBB-' from 'A';
        -- Class M-2 downgraded to 'BB' from 'BBB';
        -- Class B-1 downgraded to 'B-' from 'BB'.

     Series 2000-5:

        -- Class A-3 affirmed at 'AAA';
        -- Class A-4 downgraded to 'AA-' from 'AA';
        -- Classes A-5 - A-7 downgraded to 'A-' from 'AA';
        -- Class M-1 downgraded to 'BBB-' from 'A';
        -- Class M-2 downgraded to 'BB' from 'BBB';
        -- Class B-1 downgraded to 'B-' from 'BB'.

     Series 2000-6:

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

     Series 2001-1:

        -- Class A-3 affirmed at 'AAA';
        -- Class A-4 downgraded to 'AA-' from 'AA';
        -- Class A-5 downgraded to 'A-' from 'AA';
        -- Class M-1 downgraded to 'BBB-' from 'A+';
        -- Class M-2 downgraded to 'BB' from 'BBB+';
        -- Class B-1 downgraded to 'B-' from 'BB'.

     Series 2001-2:

        -- Class A-1 downgraded to 'AA-' from 'AAA';
        -- Class M-1 downgraded to 'A-' from 'AA';
        -- Class M-2 downgraded to 'BBB-' from 'A+';
        -- Class B-1 downgraded to 'BB-' from 'BBB';
        -- Class B-2 downgraded to 'C' from 'BB'.

     Series 2001-4:

        -- Class A-1 affirmed at 'AAA';
        -- Classes A-2 - A-3 downgraded to 'AA' from 'AAA';
        -- Class A-4 downgraded to 'AA-' from 'AAA';
        -- Class M-1 downgraded to 'A-' from 'AA';
        -- Class M-2 downgraded to 'BBB-' from 'A';
        -- Class B-1 downgraded to 'BB-' from 'BBB'.


CORAM HEALTHCARE: 2 Competing Chapter 11 Plans Filed in Delaware
----------------------------------------------------------------
Two competing proposed plans of reorganization have been filed in
the United States Bankruptcy Court for the District of Delaware in
the jointly administered bankruptcy cases of Coram Healthcare
Corporation and its wholly-owned subsidiary, Coram, Inc.  

On June 26, 2003, the Bankruptcy Court approved the distribution
of such plans to certain creditors and interest holders. The plans
of reorganization are proposed by (i) Arlin M. Adams, Esquire, the
Chapter 11 trustee for the bankruptcy estates of the Debtors and
(ii) the Official Committee of Equity Security Holders of Coram
Healthcare Corporation.

Creditors and interest holders will be entitled to vote on either
and, in some cases, both of the plans. If entitled to vote on both
plans, they may cast votes (i) in favor of both plans, (ii) in
favor of one plan and against the other plan or (iii) against both
plans.  Additionally, if they vote to accept both plans of
reorganization, they may indicate a preference between the two
plans.

                     THE CHAPTER 11 TRUSTEE'S
              PROPOSED JOINT PLAN OF REORGANIZATION

As previously reported, on May 2, 2003 the Chapter 11 Trustee
filed a proposed joint plan of reorganization in respect of the
Debtors. On June 17, 2003, the Chapter 11 Trustee filed an amended
proposed joint plan of reorganization. On June 24, 2003, the
Chapter 11 Trustee filed the Second Amended Disclosure Statement
with Respect to the Trustee's Plan.

On June 26, 2003, the Bankruptcy Court entered an order (i)
approving the Trustee's Disclosure Statement, (ii) approving the
form of the ballot to be distributed in connection with the voting
on the Trustee's Plan, (iii) establishing procedures for
solicitation of votes on the Trustee's Plan, (iv) establishing a
voting deadline and procedures for tabulation of votes on the
Trustee's Plan and (v) establishing the dates and times for the
filing of objections to, and scheduling a hearing on, confirmation
of the Trustee's Plan.

Pursuant to the Bankruptcy Court's order (i) a record date of July
1, 2003 was established for the purpose of determining which
holders of equity interests are entitled to vote on the Trustee's
Plan and (ii) on or before July 14, 2003, the balloting agent will
transmit the Chapter 11 Trustee's solicitation package to
creditors and interest holders in the following classes: Class 3
(allowed general unsecured claims), Class 4 (CI preferred stock)
and Class 6 (allowed CHC equity interests).

The Trustee's Plan remains subject to confirmation by the
Bankruptcy Court.  The hearing to consider confirmation of the
Trustee's Plan and any objections thereto is scheduled to commence
at 10:30 a.m. Eastern Daylight Time on September 5, 2003. The
deadline to object to confirmation of the Trustee's Plan is
August 7, 2003.

                    THE EQUITY COMMITTEE'S
                PROPOSED PLAN OF REORGANIZATION

As previously reported, on December 19, 2002 the Equity Committee
filed a proposed plan of reorganization in respect of the Debtors.
On June 17, 2003, the Equity Committee filed a second amended
proposed plan of reorganization. On June 26, 2003, the Equity
Committee filed the Third Amended Disclosure Statement with
Respect to the Equity Committee's Plan.

On June 26, 2003, the Bankruptcy Court entered an order (i)
approving the Equity Committee's Disclosure Statement, (ii)
appointing a balloting agent, (iii) approving the form of the
ballot to be distributed in connection with the voting on the
Equity Committee's Plan, (iv) establishing procedures for
solicitation of votes on the Equity Committee's Plan, (v)
establishing a voting deadline and procedures for tabulation of
votes on the Equity Committee's Plan and (vi) establishing the
dates and times for the filing of objections to, and scheduling a
hearing on, confirmation of the Equity Committee's Plan, and the
objections thereto filed by the Chapter 11 trustee.

Pursuant to the Bankruptcy Court's order, a record date of July 1,
2003 was established for the purpose of determining which holders
of equity interests are entitled to vote on the Equity Committee's
Plan. Additionally, in accordance with the Bankruptcy Court's
order, on or before July 14, 2003, the balloting agent will
transmit the Equity Committee's solicitation package to creditors
and interest holders in the following classes: Class C2 (secured
claims against CI), Class C3 (general unsecured claims against
CI), Class C4 (general unsecured claims against CI by the Official
Committee of Unsecured Creditors of Coram Resource Network, Inc.
and Coram Independent Practice Association, Inc. (the "R-Net
Committee"), Class C5 (noteholder claims against CI), Class C6
(preferred stock equity interests in CI), Class C7 (common stock
equity interests in CI), Class CHC2 (secured claims against CHC),
Class CHC3 (general unsecured claims against CHC), Class CHC4
(general unsecured claims by the R-Net Committee against CHC),
Class CHC5 (note guarantee claims against CHC) and Class CHC6
(common stock equity interests in CHC).

The Equity Committee's Plan and the Equity Committee's Disclosure
Statement remain subject to confirmation by the Bankruptcy Court.
The hearing to consider confirmation of the Equity Committee's
Plan and any objections thereto is scheduled to commence at 10:30
a.m. Eastern Daylight Time on September 5, 2003. The deadline to
object to confirmation of the Equity Committee's Plan is August 7,
2003.


CUMULUS MEDIA: Will Host Second Quarter Conference Call on Aug 5
----------------------------------------------------------------
Cumulus Media Inc. (NASDAQ: CMLS), will host a conference call on
Tuesday, August 5, 2003 at 5 p.m. ET to review the Company's
second quarter financial results, which will be released shortly
after market close and prior to the call, together with an update
of financial and operational developments. The call will be open
to the general public on a listen only basis.

The conference call dial in number is (630) 395-0023 for both
domestic and international calls. The pass code for the call is
CUMULUS. Please call five to ten minutes in advance to ensure that
you are connected prior to the presentation. The call may also be
accessed via webcast at http://www.cumulus.com  

Immediately after completion of the call, a replay can be accessed
until 11:59 p.m. ET August 12, 2003. Domestic and international
callers can access the replay by dialing (402) 998-1037.

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

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

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


DLJ COMM'L: Fitch Affirms 6 Low-B Series 2000-CF1 Notes Ratings
---------------------------------------------------------------
DLJ Commercial Mortgage Corp.'s commercial mortgage pass-through
certificates, series 2000-CF1, $76.5 million class A-1A, $566.4
million class A-1B and interest only class S are affirmed at 'AAA'
by Fitch Ratings. In addition, Fitch affirms the following
classes:

        -- $44.3 million class A-2 at 'AA';
        -- $37.7 million class A-3 at 'A';
        -- $13.3 million class A-4 at 'A-';
        -- $31 million class B-1 at 'BBB';
        -- $11.1 million class B-2 at 'BBB-';
        -- $31 million class B-3 at 'BB+';
        -- $8.9 million class B-4 at 'BB';
        -- $2.2 million class B-5 at 'BB-';
        -- $6.6 million class B-6 at 'B+';
        -- $8.9 million class B-7 at 'B';
        -- $8.9 million class B-8 at 'B-'.

The $16 million class C and $4 million class D certificates are
not rated by Fitch. The ratings affirmations follow Fitch's annual
review of transaction which closed in June 2000.

The rating affirmations reflect the consistent overall loan
performance.

Midland Loan Services, Inc., the master servicer, collected year-
end 2002 financials for 96% of the pool balance. Based on the
information provided the resulting YE 2002 weighted average debt
service coverage ratio is 1.54 times compared to 1.41x at issuance
for the same loans.

Currently, 5 loans (1.4%) are in special servicing. The largest
loan (0.3%), is secured by a multi-family property in Frisco,
Texas and is current. The borrower is exploring several options
with regard to the loan, such as prepayment or property
conversion. The next largest specially serviced loan (0.31%), is
secured by a multi-family property in East Hartford, Connecticut
and is currently 90 days delinquent. Counsel is moving towards
foreclosure. Five loans (3.1%) reported YE 2002 DSCRs below 1.00x.
One of the loans (1%), Brookfield III Office Building, located in
Farmington Hills, Michigan, suffered in 2002 due to a tenant with
six months free rent.

Fitch will continue to monitor this transaction, as surveillance
is ongoing.


DYNEGY: Intends to Close a Series of Restructuring Transactions
---------------------------------------------------------------
Dynegy Inc. (NYSE:DYN) intends to consummate a series of
refinancing and restructuring transactions comprised of the
following:

-- A cash tender offer for all outstanding Dynegy 2005 and 2006
   public senior notes;

-- A restructuring of the existing $1.5 billion of Series B
   Mandatorily Convertible Redeemable Preferred Stock held by a
   subsidiary of ChevronTexaco Corp. pursuant to which the
   subsidiary will exchange the Series B preferred stock for $225
   million in cash, $225 million of newly issued Dynegy Junior
   Unsecured Subordinated Notes due 2016 and $400 million of newly
   issued Dynegy Series C Convertible Preferred Stock. This
   transaction is subject to the approvals and consents described
   below;

-- Issuance of approximately $1.2 billion of senior notes to be
   secured on a second priority basis by substantially the same
   collateral that secures the obligations under Dynegy's current
   credit facility, which consists of a substantial portion of the
   available assets and stock of Dynegy's direct and indirect
   subsidiaries, excluding its regulated energy delivery business,
   Illinois Power; and

-- Issuance of approximately $300 million of convertible
   debentures.

The amount of senior notes and convertible debentures to be issued
in the proposed capital markets transactions will be determined
based on several factors, including market conditions, the amount
of bonds tendered in the tender offer and, subject to the
approvals described below, the funding of the $225 million cash
payment contemplated by the proposed Series B preferred stock
restructuring transaction. The proposed capital markets
transactions are expected to result in a significant reduction in
Dynegy's 2005-2006 debt maturities, including a portion of its
recently restructured $1.66 billion credit facility and the
secured financing of its Midwest generation assets. Each of the
refinancing and restructuring transactions is subject to certain
bank group consents and other approvals described below.

                         Tender Offer

The tender offer and consent solicitation, which has been
commenced, relates to Dynegy's outstanding 8.125% Senior Notes due
2005 (CUSIP No. 26816LAC6), 6-3/4% Senior Notes due 2005 (CUSIP
No. 629121AB0) and 7.450% Senior Notes due 2006 (CUSIP No.
26816LAB8). The tender offer and consent solicitation is being
made upon the terms and subject to the conditions set forth in the
Offer to Purchase and Consent Solicitation Statement dated
July 14, 2003 and the related Consent and Letter of Transmittal.
The principal amount of each of these series of notes that Dynegy
is seeking to purchase via the tender is $300 million, $150
million and $200 million, respectively. The tender offer
consideration that Dynegy will pay for each $1,000 principal
amount of notes tendered is $1,000, $980 and $980, respectively,
plus accrued and unpaid interest to but excluding the date of
purchase. Dynegy is also soliciting consents to effect amendments
to the indentures relating to these notes that would eliminate
several of the restrictive covenants and certain related
provisions currently contained in those indentures as they relate
to these notes. For holders who validly consent to the proposed
amendments to the indentures governing these notes before 5:00
p.m., New York City time, on July 24, 2003, a consent fee of $20
per $1,000 principal amount of notes will be paid.

The tender offer is scheduled to expire at midnight, New York City
time, on Friday, August 8, 2003 unless extended or earlier
terminated. Payment of the tender offer consideration for validly
tendered notes and the consent fee for valid consents received
prior to the consent payment deadline is expected to be made
promptly following the expiration of the tender offer.

Dynegy's obligation to accept notes tendered and pay the tender
offer consideration and any consent fee is subject to a number of
conditions set forth in the Offer to Purchase and Consent
Solicitation Statement and related documents. The conditions
include, among others, the completion of the proposed capital
markets transactions discussed below and the effectiveness of the
amendment to the credit facility discussed below.

The tender offer and consent solicitation are being made pursuant
to the Offer to Purchase and Consent Solicitation Statement and
related documents. Requests for these documents may be directed to
MacKenzie Partners, Inc., as information agent for the tender
offer, at 105 Madison Avenue, New York, NY 10016. The information
agent may be called toll-free at 1-800-322-2885.

               Series B Preferred Stock Restructuring

Dynegy and ChevronTexaco have agreed in principle, subject to the
conditions and other approvals described below, to restructure the
150,000 shares of Series B Mandatorily Convertible Redeemable
Preferred Stock (liquidation value $10,000 per share) currently
held by a subsidiary of ChevronTexaco. As the transaction is
currently contemplated, ChevronTexaco will exchange the
outstanding shares of Series B preferred stock for the following
from Dynegy: (i) a cash payment equal to $225 million, (ii) $225
million principal amount of newly issued Dynegy Junior Unsecured
Subordinated Notes due 2016 and (iii) $400 million in newly issued
shares of Dynegy Series C Convertible Preferred Stock.

The Series B preferred stock restructuring transaction is subject
to bank consent, approval by the board of directors of Dynegy and
internal management of ChevronTexaco, definitive documentation and
other terms and conditions to be set forth therein, including the
consummation of the proposed capital markets transactions and
receipt of applicable regulatory and other approvals. It is
expected that Dynegy and ChevronTexaco will enter into an
agreement for the exchange and a registration rights agreement in
respect of the Junior Unsecured Subordinated Notes and the Series
C Preferred Stock and that the existing shareholder agreement and
registration rights agreement relating to ChevronTexaco's shares
of Class B common stock will be amended in connection with the
restructuring transaction.

             Private Placement of Senior Secured Notes

Dynegy intends to launch a private placement of approximately $1.2
billion principal amount of senior notes to be secured on a second
priority basis by substantially the same collateral that secures
the obligations under Dynegy's current credit facility, which
consists of a substantial portion of the available assets and
stock of Dynegy's direct and indirect subsidiaries, excluding its
regulated energy delivery business, Illinois Power. In addition,
the second priority senior secured notes are expected to be
guaranteed by the guarantors that are currently guarantors under
Dynegy's existing bank credit facility. The second priority senior
secured notes offering will be conditioned on, among other things,
the receipt of the credit facility amendment discussed below.

The second priority senior secured notes will not be registered
under the Securities Act of 1933, or any state securities laws.
Therefore, the second priority senior secured notes 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 and any applicable state securities laws.
This news release is neither an offer to sell nor a solicitation
of any offer to buy the second priority senior secured notes.

           Private Placement of Convertible Debentures

Dynegy intends to launch a private placement of approximately $300
million principal amount of convertible debentures. The
convertible debentures would be convertible into shares of
Dynegy's Class A Common Stock. The convertible debenture offering
will be conditioned on, among other things, the receipt of the
credit facility amendment discussed below.

The convertible debentures will not be registered under the
Securities Act of 1933, or any state securities laws. Therefore,
the convertible debentures 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 and
any applicable state securities laws. This news release is neither
an offer to sell nor a solicitation of any offer to buy the
convertible debentures.

          Credit Facility Amendment and Use of Proceeds

In conjunction with the refinancing and restructuring
transactions, Dynegy is seeking an amendment to certain provisions
of its credit facility to, among other things, permit the proposed
capital markets transactions, the tender offer and consent
solicitation and the Series B preferred stock restructuring.
Dynegy intends to use all of the net proceeds from the proposed
capital markets transactions, together with existing cash on hand,
to repay outstanding indebtedness, including notes purchased in
the tender offer and consent solicitation, certain indebtedness
outstanding under the credit facility and amounts outstanding
under the secured financing tied to its Midwest generation assets,
and to pay certain transaction fees and related expenses. Dynegy
anticipates that the credit facility amendment will contain a
requirement that a minimum amount of proceeds are raised through
the proposed capital markets transactions before any such proceeds
may be used to make the $225 million cash payment contemplated by
the Series B preferred stock restructuring transaction.

                         Liquidity

As of June 30, 2003, Dynegy's liquidity was $1.6 billion. This
consisted of cash on hand and availability under its revolving
bank credit facility. Total collateral posted was $829 million,
including $279 million in letters of credit.

Dynegy Inc. provides electricity, natural gas, and natural gas
liquids to wholesale customers in the United States and to retail
customers in the state of Illinois. The company owns and operates
a diverse portfolio of energy assets, including power plants
totaling more than 13,000 megawatts of net generating capacity,
gas processing plants that process more than 2 billion cubic feet
of natural gas per day and approximately 40,000 miles of electric
transmission and distribution lines.


ELECTRONIC MEDIA: Caldwell Becker Resigns as External Auditors
--------------------------------------------------------------
On July 2, 2003 Caldwell, Becker, Dervin, Petrick & Co., L.L.P.,
the principal independent accountants of Electronic Media Central
Corporation, resigned.

Caldwell Becker's reports on the financial statements of
Electronic Media for each of the past two years ended March 31,
2003 and 2002 contained explanatory paragraphs describing an
uncertainty about Electronic Media's ability to continue as a
going concern.

On July 9, 2003, Electronic Media engaged Kabani & Company, Inc.,
as its new principal accountant to audit its consolidated
financial statements.

Electronic Media Central Corporation was incorporated on March 12,
1998 in the State of California. The Company commenced sales
distribution operations in late 1996 first as a division of
Internet Infinity, Inc. and then on April 1, 1998 as a 100% wholly
owned subsidiary of Internet Infinity, Inc.  Internet Infinity,
Inc. supplied the Company with management support to launch its
sales distribution activities.


ENRON CORP: Wants Court's Approval for GE Settlement Agreement
--------------------------------------------------------------
Enron Corp., Enron Wind LLC, Enron Wind Development LLC, ZWHC
LLC, Enron Wind Energy Systems LLC, Enron Wind Systems LLC, Enron
Wind Constructors LLC and Enron Wind Maintenance LLC ask the
Court, pursuant to Section 363 of the Bankruptcy Code and Rule
9019 of the Federal Rules of Bankruptcy Procedure, to authorize
their entry into the Settlement Agreement by and among the
Debtors and Enron Wind Holding GMBH, Enron Wind Service GMBH,
Enron Wind GMBH, Enron Wind de Espana SL, Tacke Energia Eolica
S.L., Enron Wind Rotor Production B.V., Enron Wind Corp. Holdings
B.V., Enron Wind Overseas Development Ltd., Enron Wind Ireland
Ltd., Enron Wind Denmark APS, Vindkraftbolaget Utgrunden
Aktiebolag, Enron Wind Sverige AB, Tacke Wind Energy India
Private Ltd. and Enron Wind Nat Sverige AB  -- the European Asset
Sellers -- on the one hand, and General Electric Company, acting
through its GE Power Systems business, on the other hand.

Martin A. Sosland, Esq., at Weil, Gotshal & Manges LLP, in New
York, recounts that the Debtors sold their Wind Business to GE
for $325,000,000 in 2002.  The Sale Transaction was closed on
May 10, 2002.  After reducing the purchase price by the Closing
Purchase Price Adjustment of $39,300,000, GE paid approximately
$285,700,000 for the Transferred Assets, subject to the subsequent
determination of the Post-Closing Purchase Price Adjustment in
accordance with the provisions of the Purchase Agreement.

On August 8, 2002, GE provided its determination on the Post-
Closing Purchase Price Adjustment amount.  GE proposed almost 300
adjustments to the Estimated Closing Balance Sheet and asserted a
Post-Closing Purchase Price Adjustment of approximately
$160,600,000.

According to Mr. Sosland, the Debtors disputed this determination.  
The disputed adjustments related to:

    (a) warranty reserved by German Enron Wind Entities;

    (b) blade failures;

    (c) 750i inventory and retrofit expenses;

    (d) U.S. warranty reserves;

    (e) fixed assets and prototypes of Spanish and German Enron
        Wind entities;

    (f) intangible assets of German Enron Wind entities;

    (g) receivables and accrued expenses relating to Indian
        Wind entities;

    (h) other warranty reserves;

    (i) other inventory reserves;

    (j) U.S. tooling equipment; and

    (k) consolidated adjustments.

Accordingly, FTI Consulting, the Debtors' financial advisor, and
Ernst & Young Corporate Finance LLC, the Committee's financial
advisor, extensively reviewed the GE Price Adjustment.  On
September 13, 2002, the Debtors responded to GE's notice and
informed GE that it agrees to approximately $6,100,000 adjustments
GE proposed.  The remaining amount is disputed.

To settle the remaining dispute, the parties commenced  
negotiations that culminated in their agreement of these
settlement terms:

A. Post-Closing Purchase Price Adjustment

    The Post-Closing Purchase Price Adjustment will be
    $90,000,000.  No party will have any further obligation with
    respect to the Post-Closing Purchase Price Adjustment and GE
    will have no right to any recourse against Enron or any of
    its affiliates relating to the Purchase Agreement and the
    transactions thereunder or on account of or with respect to
    any financial statements or other financial information,
    including any claims for fraud, but excluding any claims
    under various service agreements between GE and Enron.

B. Accounts Receivable

    The parties agreed that the settlement value of the accounts
    receivable transferred by Enron to GE at Closing will be
    $14,700,299.  GE will retain ownership in and to all of the
    accounts receivable transferred by Enron to GE at Closing.
    The remaining $75,299,701 of the Post-Closing Purchase Price
    Adjustment will be paid in cash to GE.

C. Allocation of Final Purchase Price

    The parties agree that the amount of the Purchase Price to be
    allocated is $210,393,799 and will be allocated between the
    U.S. Asset Sellers and the European Asset Sellers.

D. Greek Projects Warranty Agreements

    Schedule 2.02(vi) of the Purchase Agreement is amended to
    include the Wind Turbine Generator Purchase and Warranty
    Agreement by and between Zond Energy Systems, Inc. and Aeolos
    S.A. dated as of June 4, 1998, as amended and the Wind
    Turbine Generator Purchase Warranty Agreement by and between
    Zond Energy Systems, Inc. and Iweco Megali Vrissi Iraklion
    S.A,, dated as of June 4, 1998, as amended.

E. Purchase and Sale of 550 Inventory

    EWES will purchase from GE certain Z550kW wind turbine parts
    -- the Designated Z550kW Wind Turbine Parts -- for $630,000.
    EWES will also have an option to acquire a limited number of
    additional Z550kW wind turbine parts on the same discounted
    price schedule.

Mr. Sosland asserts that the Settlement Agreement should be
approved because:

    (a) absent the proposed settlement, the disputes would have
        been determined by an accounting referee from an
        internationally recognized public accounting firm in
        accordance with the terms of the Purchase Agreement,
        which would be time-consuming;

    (b) it is a product of arm's-length bargaining between the
        Parties; and

    (c) it will enable GE's claims against the various U.S. and
        European Asset Sellers to be fully and finally resolved,
        thereby benefiting the Debtors' estates and creditors.

Mr. Sosland notes that the Settlement Agreement provides that the
Post-Closing Purchase Price Adjustment amount applicable to each
particular Asset Seller will be paid by that particular Asset
Seller to GE within two business days after entry of an order
approving the Settlement Agreement.  To comply with laws governing
the European Asset Sellers, Section 2.12 of the Purchase Agreement
requires that the amount of the Purchase Price allocated to the
European Asset Sellers be allocated among the individual European
Asset Sellers in a manner that ensures each European Asset Seller
can satisfy any Excluded Liabilities attributable to each European
Asset Seller.  Enron and Enron Wind expect that the payment by
certain of the European Asset Sellers of their respective share of
the Post-Closing Purchase Price Adjustment would leave them with
insufficient assets necessary to satisfy their Excluded
Liabilities absent a reduction in those liabilities.

To satisfy the allocation requirement in the Purchase Agreement
and avoid insolvency proceedings for the European Asset Sellers,
Mr. Sosland informs Judge Gonzalez that certain European Asset
Sellers will forgive a portion of the intercompany accounts or
capitalize, in each case as necessary to keep the affected
European Asset Sellers solvent.  The proposed debt reduction
among European Asset Sellers will not affect any claim held by
any Debtor Seller against the European Asset Sellers and is not
expected to have any adverse effect on the Debtor Sellers'
estates or their creditors. (Enron Bankruptcy News, Issue No. 73;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


EXIDE TECH.: Proposed Plan's Claims Classification and Treatment
----------------------------------------------------------------
This table summarizes the classification and treatment of the
principal prepetition Claims and Interests under Exide
Technologies and its debtor-affiliates' Plan and in each case
reflects the amount and form of consideration that will be
distributed in exchange for these Claims and Interests and in full
satisfaction, settlement, release and discharge of these Claims
and Interests:

Class  Description             Treatment
-----  ----------------------  ---------------------------------
Exide Claims:

  N/A   Administrative and      Paid in cash, in full
        Priority Tax Claims

   P1   Other Priority Claims   Each holder will receive:

                                a. Reorganized Exide will pay the
                                   Allowed Class P1 Claim in full
                                   in cash on the Effective Date
                                   or as soon as is practicable;
                                   provided that, Class P1 Claims
                                   representing obligations
                                   incurred in the ordinary course
                                   of business will be paid in
                                   full in cash when the Class P1
                                   Claims become due and owing in
                                   the ordinary course of
                                   business; or

                                b. in any other manner so that the
                                   claim will be rendered
                                   unimpaired.

   P2   Other Secured Claims    Each holder will receive:

                                a. legal, equitable and
                                   contractual rights to which the
                                   claim entitles the Holder will
                                   be unaltered by the Plan;

                                b. Reorganized Exide will
                                   surrender all collateral
                                   securing the claim to the
                                   Holder, without representation,
                                   warranty of further recourse
                                   against the Debtors; or

                                c. the claim will be treated in
                                   any other manner so that the
                                   claim will be rendered
                                   unimpaired.

   P3   Prepetition Credit      Holders may elect in their ballots
        Facility Claims         either:

                                a. Holders who choose the Class P3
                                   Election A will receive a Pro
                                   Rata share of 100% of the New
                                   Exide Preferred Stock remaining
                                   after distributions, if any,
                                   pursuant to the Class P3
                                   Election B.  Option A Electors
                                   will be deemed to have waived
                                   their right to receive proceeds
                                   from Foreign Asset Sales.  The
                                   election of the Class P3
                                   Election on a Holder's Ballot
                                   will be deemed to be an
                                   irrevocable consent by the
                                   Holder to the amendments to the
                                   Prepetition Credit Facility set
                                   forth in the Amended
                                   Prepetition Foreign Credit
                                   Agreement Term Sheet.

                                b. Holders who choose the Class P3
                                   Election B will receive a Pro
                                   Rata share of the Class P3
                                   Election B Distribution.  On
                                   the Effective Date, the
                                   Standstill Agreement will be
                                   deemed terminated with respect
                                   to the Prepetition Foreign
                                   Secured Claims of Option B
                                   Electors; provided, however,
                                   that the Claims will be
                                   governed by the Amended
                                   Prepetition Foreign Credit
                                   Agreement.

                                Any Class P3 Holder that does not
                                make an election an its Ballot is
                                deemed to be an Option B Elector.
                                The Holder of the Prepetition
                                Credit Facility Swap Claim is
                                deemed to be an Option A Elector
                                with respect to the Claim.

   P4   General Unsecured       Each Holder will receive, in full
        Claims                  and final satisfaction of all
                                Allowed Class P4 Claims, a Pro
                                Rata share of the Class P4 Trust
                                Participations.

   P5   2.9% Convertible Note   On the Effective Date the 2.9%
        Claims                  Convertible Notes will be
                                cancelled and Holders will not
                                receive a distribution under the
                                Plan in respect of these Claims.

   P6   Equity Interests        On the Effective Date Class P6
                                Equity Interests will be cancelled
                                and Holders will not receive a
                                distribution under the Plan in
                                respect of these Interests.

Subsidiary Debtor Claims:

  N/A   Administrative and      Paid in cash, in full
        Priority Tax Claims

   S1   Other Priority Claims   Each holder will receive:

                                a. Reorganized Exide will pay the
                                   Allowed Class S1 Claim in full
                                   in cash on the Effective Date
                                   or as soon as is practicable;
                                   provided that, Class S1 Claims
                                   representing obligations
                                   incurred in the ordinary course
                                   of business will be paid in
                                   full in cash when the Class S1
                                   Claims become due and owing in
                                   the ordinary course of
                                   business; or

                                b. in any other manner so that the
                                   claim will be rendered
                                   unimpaired.

   S2   Other Secured Claims    Each holder will receive:

                                a. legal, equitable and
                                   contractual rights to which the
                                   claim entitles the Holder will
                                   be unaltered by the Plan;

                                b. Reorganized Exide will
                                   surrender all collateral
                                   securing the claim to the
                                   Holder, without representation,
                                   warranty of further recourse
                                   against the Debtors; or

                                c. the claim will be treated in
                                   any other manner so that the
                                   claim will be rendered
                                   unimpaired.

   S3   Prepetition Credit      Holders may elect in their ballots
        Facility Claims         either:

                                a. Holders who choose the Class S3
                                   Election A will receive a Pro
                                   Rata share of 100% of the New
                                   Exide Preferred Stock remaining
                                   after distributions, if any,
                                   pursuant to the Class S3
                                   Election B.  Option A Electors
                                   will be deemed to have waived
                                   their right to receive proceeds
                                   from Foreign Asset Sales.  The
                                   election of the Class S3
                                   Election on a Holder's Ballot
                                   will be deemed to be an
                                   irrevocable consent by the
                                   Holder to the amendments to the
                                   Prepetition Credit Facility set
                                   forth in the Amended
                                   Prepetition Foreign Credit
                                   Agreement Term Sheet.

                                b. Holders who choose the Class S3
                                   Election B will receive a Pro
                                   Rata share of the Class S3
                                   Election B Distribution.  On
                                   the Effective Date, the
                                   Standstill Agreement will be
                                   deemed terminated with respect
                                   to the Prepetition Foreign
                                   Secured Claims of Option B
                                   Electors; provided, however,
                                   that the Claims will be
                                   governed by the Amended
                                   Prepetition Foreign Credit
                                   Agreement.

                                Any Class S3 Holder that does not
                                make an election an its Ballot is
                                deemed to be an Option B Elector.
                                The Holder of the Prepetition
                                Credit Facility Swap Claim is
                                deemed to be an Option A Elector
                                with respect to the Claim.

   S4   General Unsecured    Each Allowed Class S4 Claim will be
        Claims               cancelled and Holders will receive no
                             distribution.

   S5   Equity Interests     Each Allowed Class S5 Equity Interest
                             will be cancelled.
(Exide Bankruptcy News, Issue No. 26; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


FARMLAND IND.: Intends to Sell Assets to Smithfield for $363MM
--------------------------------------------------------------
Farmland Industries, based here, and Smithfield Foods, Smithfield,
Va., have signed an agreement for Smithfield to purchase Farmland
Foods for $363.5 million in cash. The agreement is subject to
court approval as a "stalking horse" bid and will be the basis for
an auction process involving parties interested in purchasing
Farmland Foods.

With annual sales of approximately $1.8 billion, Farmland Foods is
the sixth largest pork producer in the nation. The company has
seen continued success, achieving seven consecutive quarters of
year-over-year improved income.

Under the agreement, Smithfield Foods would continue to operate
all Farmland plants and maintain production levels at the plants.
In addition, Smithfield would retain all Farmland Foods'
employees, including the management team, and honor Farmland
contracts with unions and hog producers.

Farmland Industries President and CEO Bob Terry said, "Over the
last six months, we have carefully reviewed all of the options for
the Foods' business to determine the best course of action. This
review has included consideration of retaining ownership and
reorganizing around the Foods' business, entering into a joint
venture with other industry participants, including producer
groups, as well as the outright sale of the business. At the value
we have achieved in this agreement, we believe this sales process
will best address the interests of our creditors. Both of the
committees representing our creditors have indicated their full
support of this agreement and the auction process."

Smithfield Chairman and Chief Executive Officer Joseph W. Luter
III said, "Though our businesses serve complementary regions, we
know Farmland Foods to be an excellent company with a great brand
name, efficient pork processing operations, a substantial value-
added processed meats business, and a growing case-ready
franchise. We have tremendous respect for the quality of its
management team, its people, its independent hog producers, its
union representatives and its brand. With the strong financial
foundation of Smithfield, Farmland Foods would be well positioned
to thrive and to continue supporting the many people and
communities who have come to rely on it."

"This agreement reflects the strong value of Farmland Foods. Our
employees have done an excellent job over the past year growing
the profitability and value of our Pork business. The sales price,
which may be increased through the auction process, will bring
significant value for the benefit of our creditors," said Farmland
Foods President George Richter.

Farmland's next step will be to file the agreement with the
Bankruptcy Court. At a court hearing, Farmland will ask U.S.
Bankruptcy Judge Jerry Venters to approve bid and auction
procedures for Farmland Foods and set a time to qualify other
potential bidders. In preparation for an auction, Farmland will
begin providing information to other potential participants.
Farmland anticipates completing the sale later this fall. Farmland
continues to anticipate filing an Amended Plan of Reorganization
and Disclosure Statement by the end of this month.

Terry said, "This proposed sale would leave the Farmland Foods
organization wholly intact as an independent operating unit and
would provide continuity for all of Foods' employees, customers,
hog producers, suppliers and the communities in which Foods
operates. The management team would continue in place in Kansas
City.

"As we have pursued our reorganization, we have been fortunate to
have a number of valuable core businesses and individual plants
which we have been able to market as ongoing operations. Such
sales have allowed us to maximize the value of the company while
minimizing the negative impact on employees and others who rely on
these operations."

Farmland Industries is being advised by investment bank, Goldsmith
Agio Helms, who will continue to be involved throughout the
auction process.

Farmland Industries, Inc., Kansas City, Mo., --
http://www.farmland.com-- is a diversified agricultural  
cooperative with interests in food, fertilizer, petroleum, grain
and animal feed businesses.

With annualized sales of $8 billion, Smithfield Foods is the
leading processor and marketer of fresh pork and processed meats
in the United States, as well as the largest producer of hogs. For
more information, visit http://www.smithfieldfoods.com


FARMLAND INDUSTRIES: Committees Back Asset Sale to Smithfield
-------------------------------------------------------------
Smithfield Foods, Inc. (NYSE: SFD) has entered into a definitive
asset purchase agreement with Farmland Industries, Inc. under
which Smithfield will acquire substantially all of the assets, and
certain liabilities, of Farmland Foods, Farmland's pork production
and processing business, for approximately $363.5 million in cash.

The definitive agreement is supported by Farmland's Official
Committee of Unsecured Creditors, which represents trade
creditors, and Farmland's Official Committee of Bondholders, both
appointed in Farmland's Chapter 11 bankruptcy case.

Farmland and the Official Committees chose Smithfield as the
"stalking horse" bidder after conducting an extensive marketing
process with other potential acquirers, and after also giving
careful consideration to the alternative of reorganizing the
company around Farmland Foods. The Smithfield transaction provides
the greatest opportunity to generate the highest available value
to creditors, in addition to offering security and stability to
the employees, independent hog producers, customers and
communities of Farmland Foods.

Specifically, the transaction between Farmland and Smithfield:

-- Honors all current Farmland Foods hog production contracts
   giving Farmland's independent hog producers the certainty and
   security of contractual supply relationships. Smithfield and
   Farmland Foods also will remain committed to purchasing
   significant numbers of hogs on the open market;

-- Preserves the jobs of Farmland Foods' 6,100 employees;

-- Recognizes the UFCW at all of Farmland's unionized facilities;

-- Ensures all Farmland Foods' production facilities remain open
   and in operation at current production levels, and that all
   Farmland customers will continue to be served without
   interruption;

-- Keeps Farmland Foods as a stand-alone business operated by its
   current management. George H. Richter will continue as
   President and Chief Operating Officer of Farmland Foods;

-- The current Farmland Foods management team and headquarters
   employees will remain based in Kansas City;

-- Preserves and invests in the Farmland brand;

-- Maintains healthy competition in the pork industry.
   Smithfield's share of the pork industry when combined with
   Farmland's will be approximately 27%, substantially lower than
   some companies' market shares in the poultry and beef
   industries; and

-- Provides Farmland's independent producers, employees,
   customers, and communities with the comfort of knowing that
   Farmland Foods is financially strong.

In addition, Smithfield has offered to assume the Farmland Foods
pension plan.

"We are proud that Smithfield has been given the opportunity to
purchase Farmland Foods," said Joseph W. Luter, III, Smithfield's
Chairman and Chief Executive Officer. "Though our businesses serve
complementary regions, we know Farmland Foods to be an excellent
company with a great brand name, efficient pork processing
operations, a substantial value-added processed meats business,
and a growing case-ready franchise. We have tremendous respect for
the quality of its management team, its people, its independent
hog producers, its union representatives and its brand. With the
strong financial foundation of Smithfield, Farmland Foods will be
well positioned to thrive and to continue supporting the many
people and communities who have come to depend on it."

The agreement is subject to customary Bankruptcy Court approval of
Smithfield as a "stalking horse" bidder in a competitive auction
process, customary regulatory approvals, including clearance under
antitrust rules, and other customary closing conditions.

"Given the benefits of this transaction to Midwest farmers and
American consumers, and the size of this transaction in relation
to other livestock industry transactions that have been approved
by regulators in the past, we see no antitrust issues that should
delay the closing and thus the resolution of creditors' claims,"
said Mr. Luter.

Farmland Foods has annual sales of $1.8 billion. For the first six
months of fiscal 2003, ended February 28, Farmland Industries
reported that its pork production and processing business had
income from continuing operations of $20.3 million. Smithfield
stated that it expects the transaction to be accretive to its
shareholders immediately after closing.

Pending approvals, the sale is expected to be completed in
approximately 75 days, unless a higher offer is received. With the
agreement to sell Farmland Foods, Farmland Industries has either
completed or pending sale agreements for substantially all of its
assets. Upon the closing of Farmland's asset sales, it is
anticipated that Farmland will propose a plan to its creditors
calling for it to disburse the proceeds of the sales and other
cash assets of the estate to its creditors.

Farmland's next step will be to file the agreement with the
Bankruptcy Court. At a court hearing, Farmland will ask U.S.
District Court Judge Jerry Venters to approve bid and auction
procedures for Farmland Foods and set a time to qualify other
potential bidders. In preparation for an auction, Farmland will
begin providing information to other potential participants.
Farmland has indicated that it anticipates completing the sale of
Farmland Foods later this fall, and that it continues to
anticipate filing an Amended Plan of Reorganization and Disclosure
Statement by the end of the month.

With annualized sales of $8 billion, Smithfield Foods is the
leading processor and marketer of fresh pork and processed meats
in the United States, as well as the largest producer of hogs. For
more information, visit http://www.smithfieldfoods.com  

  
FLEMING COMPANIES: Delivers Schedules & Statements to Del. Court
----------------------------------------------------------------
As planned, Fleming and its 28 debtor-affiliates delivered their
Schedules of Assets and Liabilities and Statements of Financial
Affairs to the Bankruptcy Court for the District of Delaware on
July 1, 2003.  This is in compliance with Section 521 of the
Bankruptcy Code and Rule 1007 of the Federal Rules of Bankruptcy
Procedure.  The Debtors' Schedules and Statements are voluminous.
They will be summarized in Fleming Bankruptcy News Issue No. 9.

At a glance, parent Fleming Companies Inc. discloses
$1,458,794,975 in total assets and $2,404,664,321 in total
liabilities.  Liabilities represent the secured claims, unsecured
priority claims and unsecured non-priority claims of creditors.
Fleming reports $604,127,138 in secured liabilities and
$1,800,537,183 unsecured obligations.  Fleming's subsidiaries
filed separate deconsolidated Schedules.  (Fleming Bankruptcy
News, Issue No. 8; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


GENUITY: Asks Court to Indemnify Debtors' International Entities
----------------------------------------------------------------
To recall, on January 24, 2003, the Court authorized Genuity Inc.,
and its debtor-affiliates to sell substantially all of their
assets to Level 3 Communications, LLC and its assignee, Greenland
Managed Services, LLC.  The Sale transaction closed on February 4,
2003.

The Debtors have been engaged in the orderly liquidation of their
remaining assets and the wind-down of their businesses, as well
as the businesses of their subsidiaries and branches.  In
particular, the wind-down encompasses the assets and businesses
of the Debtor Genuity Solutions Inc.'s 14 foreign non-debtor
subsidiaries and the eight international branches of Debtors
Genuity International Inc. and Genuity International Networks
LLC.

On May 7, 2003, the Court authorized the Debtors to fund the
wind-down costs of the Genuity International Entities and to take
any and all other actions necessary to implement and effectuate
the Wind-Down to the extent the Debtors deem the actions to be in
the best interests of their estates.  As the Wind-Down proceeds,
the Debtors expect to appoint new officers and directors of
certain Genuity International Entities and, with respect of
others, to appoint a foreign liquidator or other representative
to handle the Wind-Down in certain foreign jurisdictions.  In at
least one case to date, Erin T. Fontana, Esq., at Ropes & Gray
LLP, in Boston, Massachusetts, says, the candidate for the
foreign liquidator position has demanded an indemnity as a
condition of service.

Ms. Fontana tells the Court that the current officers and
directors of the Debtors' subsidiaries, are already covered by
the indemnification provisions of the Amended and Restated
Certificate of Incorporation of Debtor Genuity Inc.

The Charter provides for the indemnification of the Debtors'
"authorized representatives" in both third party and corporate
proceedings, in accordance with Delaware law and with general
corporate practice.  These "authorized representatives" consists
of the Debtors' directors and officers and any person designated
as an authorized representative by the board of directors of the
Corporation or any officer of the Corporation to whom the board
of directors of the Corporation has delegated the authority to
make the designation.  Authorized representative, may also, but
need not include, any person serving at the request of the
Corporation as a director, officer, employee, trustee or agent of
another corporation, partnership, trust or other enterprise.

By a Resolution adopted on July 18, 2002, Ms. Fontana reports
that the Debtors' Board of Directors extended indemnification
rights to employees serving as directors and officers of its
subsidiaries.  Specifically, the Board designated as an
"authorized representative" each director and officer of any
subsidiary of the Company who serves or has served at the
Company's request in that capacity, and that each authorized
representative will be eligible for indemnification in accordance
with and subject to the provisions of the Charter.

The Board further resolved to delegate to the Chairman and the
Chief Executive Officer the authority to designate as an
"authorized representative" any person who serves or has served
at the Company's request as a director, officer, employee,
trustee, agent, or authorized representative of a subsidiary of
the Company or another corporation, partnership, joint venture,
trust or other enterprise in which the Company holds a financial
interest, and that each authorized representative will be
eligible for indemnification in accordance with and subject to
the provisions of the Charter.

Hence, by this motion, the Debtors ask the Court to:

    -- extend the eligibility for indemnification to directors,
       officers and authorized representatives of the Genuity
       International Entities elected or appointed postpetition in
       accordance with the terms of the Resolution, and

    -- authorize the designation by the Debtors' Board of
       Directors, Chairman or CEO, either collectively or
       individually, of additional authorized representatives,
       including foreign liquidators of Genuity International
       Entities, pursuant to the Charter and the Resolution to the
       extent the Debtors believe the designation to be in the
       best interests of their estates.

Ms. Fontana contends that the officers and directors, as well as
foreign liquidators of the Genuity International Entities have
reasonable concerns that they may be exposed to personal
liability based on their postpetition service to the Debtors.

To persuade capable and experienced people to serve as
liquidators or to replace departing officers and directors of the
Genuity International Entities, the Debtors must be able to
assure the candidates that they will enjoy the protections of the
indemnification provisions in the Charter with respect to claims
that may arise postpetition and that any indemnification claims
will be entitled to administrative expense priority under
Sections 503(b) and 507 of the Bankruptcy Code.

Consistent with the Charter, Ms. Fontana states that the Debtors
aim to satisfy any indemnification claims arising from
postpetition services of authorized representatives from the
proceeds of their relevant insurance policies.  However, it is
likely that certain "authorized representatives" will not be
covered by insurance, and, therefore, the Debtors must be able to
indemnify their authorized representatives on an administrative
expense basis with respect to claims arising out of their
postpetition service.  Otherwise, the indemnification rights of
the authorized representatives will not be at all meaningful.

As part of the indemnification of newly appointed authorized
representatives, and pursuant to the terms of the Charter, the
Debtors seek the Court's authority to reimburse expenses actually
and reasonably incurred in connection with the defense of third-
party or corporate proceedings on claims arising from postpetition
services, without further Court order.

According to Ms. Fontana, the Debtors will advance the expenses
only after the submission of the required application and,
notwithstanding any applicable law to the contrary, only after the
execution of an undertaking by or on behalf of the authorized
representative to repay the amount if it will ultimately be
determined that the authorized representative is not entitled to
indemnification.  The reimbursement of legal expenses is
consistent with general corporate practices and goes hand-in-hand
with indemnifying essential management for actions within the
scope of employment.

Although the Debtors arguably have the authority to indemnify
these parties under the International Wind-Down Order, the
Debtors have chosen to seek explicit Court authorization and
approval in an abundance of caution and for the avoidance of
doubt.

Ms. Fontana informs the Court that the Debtors' ability to
indemnify newly appointed officers, directors and other
authorized representatives of the Genuity International Entities,
including foreign liquidators, is essential to accomplish the
speedy and cost-effective liquidation of their international
businesses, and must thus, be approved. (Genuity Bankruptcy News,
Issue No. 14; Bankruptcy Creditors' Service, Inc., 609/392-0900)


GLOBAL CROSSING: Restructures Contracts with Centennial Entities
----------------------------------------------------------------
The Global Crossing Debtors ask Judge Gerber to approve their
Settlement Agreement with Centennial Florida Switch Corp. and
Centennial Puerto Rico Operations Corp., under which they agreed
to restructure their various contractual relationships by amending
and assuming certain agreements and terminating others.

According to Paul M. Basta, Esq., at Weil Gotshal & Manges LLP,
in New York, the GX Debtors and Centennial Florida are parties to
a Carrier Services Agreement, dated as of September 25, 2000.
Pursuant to the CSA, the GX Debtors are obligated to provide
Centennial with a variety of telecommunications services,
including the sale of voice traffic.

The GX Debtors and Centennial Puerto Rico are parties to a
purchase agreement, dated as of June 29, 2001.  Pursuant to the
Purchase Agreement, the GX Debtors agreed to purchase various
telecommunications services from Centennial Puerto Rico,
including voice termination services.

In June 2001, Mr. Basta relates that the GX Debtors and
Centennial Florida entered into that certain Capacity Purchase
Agreement.  Pursuant to the CPA, the GX Debtors agreed to sell,
and Centennial Florida agreed to purchase, an indefeasible right
of use in $97,500,000 worth of network capacity.

On December 21, 2001, the Debtors and Centennial amended the
Purchase Agreement and the CPA and entered into an Amended and
Restated Capacity Purchase Agreement and a Memorandum of
Understanding, pursuant to which the Capacity Commitment was
reduced to $45,000,000.  The Amended CPA and MOU further
provided, among other things, that of the Revised Capacity
Commitment, the Debtors would grant IRUs in $38,400,000 worth of
capacity to Centennial along certain routes and that Centennial
was entitled to a $6,600,000 additional credit, to be used
towards the purchase of products and services on the Debtors'
Network.

Pursuant to the MOU, Mr. Basta adds that the Debtors and
Centennial also entered into a Dark Fiber Agreement and a Co-
location Agreement.  Pursuant to the Fiber Agreement, the Debtors
agreed to provide Centennial with an IRU in dark fiber routes in
Miami, Florida.  Pursuant to the Co-location Agreement, the
Debtors agreed to provide Centennial with co-location space and
services at their facilities in New York City and Miami, Florida.
Although the general terms of the Fiber Agreement and Co-location
Agreement were agreed to and set forth in the MOU, and both the
Debtors and Centennial began performing under these agreements,
the parties never actually finalized the related documentation.

Following the Petition Date, the Debtors and Centennial entered
into an Agreement, dated as of March 20, 2002, that amended
certain provisions of the Amended CPA and MOU.  Specifically, the
March Agreement:

      (i) set forth which circuits the Debtors were required to
          deliver to Centennial and the cost of each circuit;

     (ii) affirmed that Centennial was entitled to the full amount
          of the Centennial Credit; and

    (iii) affirmed that the Debtors were entitled to a $2,000,000
          credit under the Purchase Agreement.

The Debtors had until May 31, 2003 to use the GX Credit or it
would be automatically forfeited.

Following the execution of the March Agreement, Mr. Basta reports
that certain technical issues arose relating to the Dark Fiber
that the Debtors provided to Centennial under the Fiber Agreement.  
In addition, certain operational problems arose relating to
Centennial's use of the Purchased Capacity.

In the course of the discussions regarding these issues, the
Debtors and Centennial determined that it would be beneficial to
both parties to restructure their obligations under the
Agreements.  Most significantly, the Debtors wished to reduce the
amount of the Centennial Credit and extend the term of the CSA.
Centennial wanted to, among other things, obtain lower prices
under the CSA.

Following extensive arm's-length negotiations, the Debtors and
Centennial entered into the Settlement Agreement.  The Settlement
Agreement provides for the restructuring of the various
contractual relationships between the Debtors and Centennial. The
salient terms of the Settlement Agreement are:

    A. The Debtors agree to use reasonable efforts to cure any
       technical issues associated with the remaining Purchased
       Capacity and the Dark Fiber;

    B. The Debtors waive any and all rights they may have had to
       the GX Credit;

    C. Subject to availability, Centennial has the option to
       exchange any or all of the Purchased Capacity for alternate
       capacity anywhere on the Network.  On the activation date
       of the Exchanged Capacity, Centennial will pay the Debtors
       a $5,000 option fee per STM-1 of Exchanged Capacity;

    D. Centennial will have the right to terminate the IRU granted
       by the Debtors in any STM-1 unit of Purchased Capacity,
       subject to payment in full by Centennial of any outstanding
       maintenance costs.  If notice of termination is given later
       than November 30, 2005, termination will be subject to an
       additional payment from Centennial equal to one year's
       maintenance costs for the relevant Purchased Capacity;

    E. The Centennial Credit will be reduced to $1,000,000.
       Centennial must utilize the $1,000,000 credit by
       December 31, 2004 or it is forfeited;

    F. The CSA will be modified to provide that its term is
       extended to December 31, 2004 and Centennial will purchase
       at least $500,000 in services per six-month period, up to
       $1,500,000 prior to December 31, 2004.  In the event that
       Centennial does not purchase $500,000 of services at the
       end of any given Period, Centennial will pay the Debtors
       the difference between $500,000 and the amount of services
       actually purchased in this Period;

    G. The Debtors and Centennial will use good faith commercially
       reasonable efforts to finalize the terms of, and execute
       definitive agreements relating to, the Fiber Agreement and
       the Co-location Agreement without further delay;

    H. The Debtors will assume the Amended CPA, the CSA, the March
       Agreement, the Fiber Agreement, and the Co-location
       Agreement, all as amended by the Settlement Agreement.  The
       Debtors will not be required to make any cure payments in
       connection with the assumption;

    I. To the extent any of its provisions are still in effect,
       the MOU will be terminated and cease to have any force and
       effect; and

    J. As of the Effective Date, both the Debtors and Centennial
       will exchange mutual releases.

Mr. Basta believes that the Settlement Agreement, including the
amendments to the Assumed Agreements, is fair and equitable and
falls well within the range of reasonableness and is a proper
exercise of the Debtors' business judgment.  Pursuant to the
Amended CPA and the MOU, Centennial is entitled to a $6,600,000
credit for services and products on the Debtors' Network.  By
entering into the Settlement Agreement, the Debtors reduce the
value of this credit to $1,000,000.

The Debtors also do not currently have any documentation that
sets forth the obligations of each party under the Fiber Agreement
and the Co-location Agreement.  The Settlement Agreement, which
provides for the finalization of the terms of these agreements,
will remove any uncertainty associated with the lack of
documentation.

Mr. Basta points out that the Settlement Agreement also provides
for an extension of the term of the CSA, which requires Centennial
to purchase at least $1,500,000 in services from the Debtors over
the next 18 months.  This extension provides the Debtors with
additional revenue they would not have received absent the
Settlement Agreement.  Moreover, pursuant to the Settlement
Agreement, the Debtors will assume the Amended CPA, which provides
significant revenue by way of maintenance payments from
Centennial. (Global Crossing Bankruptcy News, Issue No. 43;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


GRUPO IUSACELL: Principal Shareholders Shrug-Off UBS Invitation
---------------------------------------------------------------
Grupo Iusacell, S.A. de C.V. (BMV:CEL) (NYSE:CEL) announced that,
on July 14, 2003, it was informed by its principal shareholders,
Verizon Communications Inc. and Vodafone Americas B.V., that they
received an invitation from UBS Securities LLC to engage in
discussions regarding a possible transaction involving the Company
and that they have determined not to engage in discussions with
UBS.

The Company filed with the SEC a solicitation/recommendation
statement on Schedule 14D-9 on July 14, 2003. The Company's
shareholders should read the Schedule 14D-9 and the Amendment No.1
to the Schedule 14D-9, which will be filed later today by the
Company with the SEC, as they contain important information. The
Schedule 14D-9, the Amendment and other public filings made from
time to time by the Company with the SEC are available without
charge from the SEC's Web site at http://www.sec.gov  

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

As reported in Troubled Company Reporter's July 4, 2003 edition,
Fitch Ratings downgraded the senior unsecured debt of Grupo
Iusacell, S.A. de C.V.'s (Holding company) and the senior
unsecured debt of Grupo Iusacell Celular, S.A (Operating company)
- collectively known as Iusacell - to 'D' from 'C' Rating Watch
Negative. The rating action applies to US$350 million 14.25%
senior notes of holding company debt due 2006 and US$150 million
10% senior notes of operating company debt due 2004.


GUARDIAN TECH.: Hires Aronson to Replace Schumacher as Auditor
--------------------------------------------------------------
Effective July 9, 2003, Guardian Technologies International, Inc.,
dismissed the Company's principal independent accountants,
Schumacher & Associates, Inc.  Schumacher & Associates, Inc., had
been engaged by the Company as the principal independent
accountant to audit the financial statements of the Company for
the fiscal year ended December 31, 2002.  Schumacher & Associates,
Inc.'s reports on the financial statements of the Company filed
with the Securities and Exchange Commission with regard to the
fiscal year ended December 31, 2002, contained no adverse or
disclaimer of opinion; however, its report did contain a going
concern explanatory paragraph.

The action to dismiss Schumacher & Associates, Inc., as the
Company's principal independent accountants has been taken
primarily as a result of the change of control of the Company
arising from the reverse acquisition of the Company by RJL
Marketing Services, Inc., on June 26, 2003. As a condition of the
acquisition, the previous executive officers and members of the
Board of Directors of the Company resigned effective as of the
closing of the acquisition and were replaced by officers and
directors designated by RJL. The new Board of Directors of the
Company has decided to engage the independent public accountants
of RJL to audit the financial statements of the Company for the
fiscal year ended December 31, 2003.  The decision to change
accountants was recommended and approved by the Board of Directors
of the Company.

Effective July 10, 2003, the Company's Board of Director's
approved the engagement of Aronson & Company to serve as the
Company's independent public accountants and to be the principal
accountants to conduct the audit of the Company's financial
statements  for the fiscal year ending December 31, 2003,
replacing the firm of  Schumacher & Associates, Inc.   During the
Company's two most recent fiscal years ended December 31, 2001 and
2002, the Company did not consult with  Aronson & Company
regarding any matters or events, however, Aronson & Company were
engaged by RJL to audit RJL's financial statements for the period
ended December 31, 2002.


HASBRO INC: Elects Jack M. Greenberg to Board of Directors
----------------------------------------------------------
Hasbro, Inc. (NYSE:HAS) has elected Jack M. Greenberg, former
Chairman and Chief Executive Officer of McDonald's Corporation, to
the Company's Board of Directors.

"Jack Greenberg is a well respected business leader with a great
deal of global business experience," said Alan G. Hassenfeld,
Hasbro's Chairman. "We are very excited to have him on our Board."

Mr. Greenberg joined McDonald's in 1982 as Executive Vice
President and Chief Financial Officer. During his 20-year career
with the Company, Mr. Greenberg held positions of increasing
responsibility, including President of McDonald's Corporation, and
Chairman and Chief Executive Officer of McDonald's USA. He was
also a member of McDonald's Board of Directors from 1982 until his
retirement in 2002.

Before joining McDonald's, Mr. Greenberg was Director of Tax
Services for the Midwest region and Chicago office of Arthur Young
& Company. He joined Arthur Young & Company in 1964 and became a
partner in 1974, and served on the Firm's Management Committee.

Mr. Greenberg is active in a number of organizations. He currently
serves on the Boards of Directors of Abbott Laboratories and
Allstate. He is a member of the Council of the World Economic
Forum, and the Board of Trustees of DePaul University, where he
previously served as Chairman. He is also a member of the Boards
of Trustees for the Institute of International Education, Ronald
McDonald House Charities and the Field Museum, as well as a member
of the executive committee of the Chicago Community Trust.

A graduate of DePaul University School of Commerce, Mr. Greenberg
earned a juris doctor degree from DePaul University School of Law.
He is a certified public accountant and a member of the American
Institute of Certified Public Accountants, the Illinois CPA
Society and the Chicago Bar Association.

Hasbro is a worldwide leader in children's and family leisure time
entertainment products and services, including the design,
manufacture and marketing of games and toys ranging from
traditional to high-tech. Both internationally and in the U.S.,
its PLAYSKOOL, TONKA, MILTON BRADLEY, PARKER BROTHERS, TIGER, and
WIZARDS OF THE COAST brands and products provide the highest
quality and most recognizable play experiences in the world.

As reported in Troubled Company Reporter's May 5, 2003 edition,
Hasbro, Inc.'s $380 million 'BB+' rated secured bank credit
facility and 'BB' rated senior unsecured debt were affirmed by
Fitch Ratings.

As of March 30, 2003, Hasbro had total debt outstanding of
approximately $876 million. The Rating Outlook was revised to
Stable from Negative, reflecting the progress Hasbro has made in
reducing debt as well as the apparent stabilization of revenues
following significant declines in 2000 and 2001.

The ratings reflected Hasbro's strong market presence and its
diverse portfolio of brands coupled with its improved financial
profile. The ratings also considered the challenges Hasbro
continues to face in refocusing its strategy on its core brands
and the dynamic nature of the toy industry.


HEALTH CARE REIT: Reports Improved Results for Second Quarter
-------------------------------------------------------------
Health Care REIT, Inc. (NYSE:HCN) announced operating results for
its second quarter ended June 30, 2003. We continue to meet our
financial and operational expectations.

"We are pleased to report the fourth consecutive quarter of strong
quarter over prior year quarter FFO growth," commented George L.
Chapman, chief executive officer of Health Care REIT, Inc. "We
believe that this growth, coupled with our strong investment
pipeline, should enable us to reach our goal of driving our FFO
payout ratio to the low 80 percent level within the next several
quarters. During the second quarter, we completed $132.1 million
of solid investments that further strengthen and diversify our
portfolio. Our continued access to the capital markets, combined
with our strong relationships with operators, enables us to
successfully close new investments."

The Board of Directors declared a dividend for the quarter ended
June 30, 2003 of $0.585 per share. The dividend represents the
129th consecutive dividend payment. The dividend will be payable
August 20, 2003 to stockholders of record on July 31, 2003.

Net income available to common stockholders totaled $16.7 million
for the second quarter of 2003, compared with $13.5 million for
the same period in 2002. Funds from operations totaled $28.6
million for the second quarter of 2003, compared with $23.9
million for the same period in 2002.

Net income available to common stockholders totaled $33.2 million
for the six months ended June 30, 2003, compared with $26.0
million for the same period in 2002. Funds from operations totaled
$56.7 million for the six months ended June 30, 2003, compared
with $45.1 million for the same period in 2002.

We had a total outstanding debt balance of $833.5 million at June
30, 2003, as compared with $576.0 million at June 30, 2002, and
stockholders' equity of $895.3 million, which represents a debt to
total book capitalization ratio of 48 percent. The debt to total
market capitalization at June 30, 2003 was 38 percent. Our
coverage ratio of EBITDA to interest was 3.50 to 1.00 for the six
months ended June 30, 2003.

Portfolio Update. Two assisted living facilities stabilized during
the quarter and no assisted living facilities in fill-up were
acquired. We ended the quarter with 18 assisted living facilities
remaining in fill-up, representing eight percent of revenues. None
of these facilities has occupancy of less than 50 percent.

Previously we reported on the impact of the bankruptcy filings of
Doctors Community Health Care Corporation and Alterra Healthcare
Corporation. At this time, there is no additional information to
report.

Supplemental Reporting Measures. FFO stands for funds from
operations, the generally accepted measure of operating
performance for the real estate investment trust industry. EBITDA
stands for earnings before interest, taxes, depreciation and
amortization. We believe that FFO and EBITDA, along with net
income and cash flow provided from operating activities, are
important supplemental measures because they provide investors an
indication of our ability to service debt, to make dividend
payments and to fund other cash needs. We primarily utilize FFO to
measure our payout ratio which represents dividends paid per share
divided by FFO per diluted share. We primarily utilize EBITDA to
measure our interest coverage ratio which represents EBITDA
divided by interest expense.

FFO and EBITDA do not represent net income or cash flow provided
from operating activities as determined in accordance with
generally accepted accounting principles and should not be
considered as alternative measures of profitability or liquidity.
Additionally, FFO and EBITDA, as defined by us, may not be
comparable to similarly entitled items reported by other real
estate investment trusts or other companies. Please see Exhibits
14 and 16 for reconciliations of FFO and EBITDA to net income.

Outlook for 2003. We expect to report net income available to
common stockholders in the range of $1.69 to $1.74 per diluted
share and FFO in the range of $2.78 to $2.83 per diluted share for
the year 2003. The guidance assumes gross investments of $325-350
million, net investments of $250 million and non-recognition of
interest income on the mortgage loan with Doctors Community Health
Care Corporation. Please see Exhibit 15 for a reconciliation of
the outlook for net income and FFO.

Dividend Reinvestment Plan. As previously announced, we have
implemented our new, enhanced dividend reinvestment and stock
purchase plan. Existing stockholders are now able to purchase up
to $5,000 of common stock per month at a discount, currently set
at four percent. Additionally, investors who are not stockholders
of the company may use this plan to make an initial investment in
the company. We have the discretion to grant waivers for purchases
in excess of $5,000 per month.

Conference Call Information. We have scheduled a conference call
on July 16, 2003, at 11:00 A.M. EDST to discuss our second quarter
2003 results, industry trends, portfolio performance and outlook
for the remainder of 2003. To participate on the webcast, log on
to http://www.hcreit.comor http://www.ccbn.com15 minutes before  
the call to download the necessary software. Replays will be
available for 90 days through the same Web sites. This earnings
release is posted on our Web site under the heading Press
Releases.

Health Care REIT, Inc., with headquarters in Toledo, Ohio, is a
real estate investment trust that invests in health care
facilities, primarily skilled nursing and assisted living
facilities. At June 30, 2003, we had investments in 270 health
care facilities in 33 states with 47 operators and had total
assets of approximately $1.7 billion. For more information on
Health Care REIT, Inc., via facsimile at no cost, dial 1-800-PRO-
INFO and enter the company code - HCN. More information is
available on the Internet at http://www.hcreit.com  

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

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


HOULIHAN'S RESTAURANTS: Court Enters Final Decree to Close Case
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
entered a final decree closing Houlihan's Restaurants, Inc.'s
chapter 11 case.

Based upon the Court's review, the Plan Administrator's Limited
Objection, the record in this case and applicable law, the Court
finds that:

     1) the Debtors have made all of the distributions called
        for under the Plan;

     2) the Plan is substantially consummated; and

     3) all valid and owing fees due the Office of the United
        States Trustee are paid in full.

The Court further finds that this Case has been fully administered
under the terms of Section 350(a) of the Bankruptcy Code and Rule
3022 of the Federal Rules of Bankruptcy Procedure.  Consequently,
the Case may be closed.

As to the adversary proceedings filed by the Plan Administrator,
the court will retain its jurisdiction to the extent necessary to
reopen the Case if the Court's jurisdiction over the adversary
proceedings is challenged.

Houlihan's Restaurants, Inc. filed for chapter 11 protection on
January 23, 2002. Cynthia Dillard Parres, Esq. and Laurence M.
Frazen, Esq., at Bryan, Cave LLP represent the Debtors in their
restructuring efforts. Stephen B. Sutton, Esq., and Brian T.
Fenimore, Esq., at Lathrop & Gage LC, represent the Official
Unsecured Creditors' Committee.  When the Company filed for
protection from its creditors, it listed estimated debts and
assets of more than $100 million.


IMC GLOBAL: Fitch Cuts Debt Ratings Down 2 Notches to BB-
---------------------------------------------------------
Fitch Ratings has downgraded the debt ratings at IMC Global Inc.
and Phosphate Resource Partners LP. The rating on IMC's senior
secured credit facility has been downgraded to 'BB-' from 'BB+';
the rating on the senior unsecured notes with subsidiary
guarantees was downgraded to 'B+' from 'BB' and the rating on the
senior unsecured notes with no subsidiary guarantees was
downgraded to 'B' from 'B+'. The rating on the PLP notes was
downgraded to 'B' from 'BB+'. Fitch has assigned a rating of 'BB-'
to IMC USA Inc.'s new $55 million borrowing base revolver (potash
revolver) and a rating of 'CCC+' to IMC's new Mandatory
Convertible Preferred Securities. Fitch has also assigned a rating
of 'B+' to IMC's new $310 million guaranteed senior unsecured
notes which are being offered this week. The Rating Outlook
remains Negative.

The senior unsecured (without subsidiary guarantees) rating
downgrade reflects continued weak profitability, primarily in the
phosphates business, and weak credit statistics, particularly
leverage. IMC's costs have increased in 2003 due to higher average
natural gas prices and higher average sulfur prices. Despite
improvement in phosphate pricing, margins remain under pressure.
The downgrade of the guaranteed senior unsecured rating to 'B+'
indicates a one notch difference from the unsecured rating due to
the subsidiary guarantees provided to these notes. The notch
acknowledges the suggested difference in timeliness of payment
between the guaranteed unsecured notes and the unsecured notes
with no guarantees. Moreover, the notch incorporates the implied
structural subordination of the unsecured notes with no
guarantees. The downgrade of the senior secured credit facility to
'BB-' indicates a two notch difference from the unsecured debt
rating. The credit facility's 1x collateral coverage ratio ensures
that credit facility loans are fully collateralized. The 'BB-'
rating of the new revolver at IMC USA Inc. LLC (potash revolver)
considers the borrowing base of the revolver and that the revolver
is at the operating subsidiary level. The borrowing base ensures
that the revolver's outstanding balance is fully collateralized.
The 'CCC+' rating for the new mandatory convertible preferred
securities reflects the hybrid nature of the convertible. The two
notch difference from the senior unsecured rating level
incorporates the subordination of the preferred security as well
as the debt-like characteristics of the security.

The downgrade of the PLP notes to 'B' indicates no substantial
difference in principal recovery relative to the unsecured
noteholders. Although these notes share equally and ratably in IMC
Phosphates' accounts receivable and inventory with certain credit
facility borrowings, the principal recovery is expected to be low.
PLP is also exposed to the cyclical earnings and cash flows of its
subsidiary, IMC Phosphates.

The Negative Rating Outlook reflects the uncertainty in margin
recovery in the near-term. Higher average natural gas prices are
expected to continue to support higher ammonia prices, an
important raw material for phosphate production.

IMC Global is the largest global supplier of phosphate and potash
fertilizers and one of the lowest cost producers in the world. For
the trailing twelve-month period ended Mar. 31, 2003, the company
had $2.1 billion in revenue, approximately $325 million in EBITDA,
and $2.2 billion in debt.


IMCLONE SYSTEMS: Achieves 2 Regulatory Milestones in Merck Pact
---------------------------------------------------------------
ImClone Systems Incorporated (NASDAQ: IMCL) has achieved two
equity-based milestones in its license agreement with Merck KGaA.
The milestones were triggered by Merck KGaA's submission of
applications for authorization to market ERBITUX(TM) for the
treatment of metastatic colorectal cancer in the European Union
and Switzerland. Merck KGaA's regulatory submissions were made
with the European Agency for Evaluation of Medicinal Products, the
pharmaceutical regulatory body of the E.U., and with Swissmedic,
the Swiss agency for therapeutic products.

ImClone Systems will receive a milestone payment of $3 million for
each of the two submissions. Upon receipt of these payments,
ImClone Systems will issue 92,276 shares and 90,944 shares of the
Company's common stock to Merck KGaA for the Swiss and European
Union submissions respectively. Both issuances will represent the
sale of these shares at a ten percent premium to market value at
the time each milestone was achieved, as provided in the
Companies' license agreement. In December 1998, Merck KGaA
licensed from ImClone Systems the right to develop ERBITUX outside
of the U.S. and Canada and the co-exclusive right to develop
ERBITUX in Japan.

"The submissions by Merck KGaA to Swissmedic and the EMEA for
approval to market ERBITUX for the treatment of metastatic
colorectal cancer are watershed events in the global development
of ERBITUX which we hope will soon benefit European colorectal
cancer patients in need of additional treatment options," stated
Daniel S. Lynch, Acting Chief Executive Officer of ImClone Systems
Incorporated. "We look forward to a continued collaboration with
both Merck KGaA and Bristol-Myers Squibb, and to submitting a
Biologics License Application to the U.S. Food and Drug
Administration in the second half of 2003 for U.S. approval of
ERBITUX in this indication."

ERBITUX(TM) is an investigational IgG1 monoclonal antibody
designed to target and block the Epidermal Growth Factor Receptor,
which is expressed on the surface of certain cancer cells in
multiple tumor types. ERBITUX is designed to bind to EGFR and
prevent natural ligands called growth factors from binding to the
receptor and inducing phosphorylation, i.e., activation of
signaling to the tumor. The most common drug-related adverse
events reported in clinical trials of ERBITUX have been an acne-
like rash and asthenia. Severe allergic reactions may occur in a
small percentage of patients. Additional information about ERBITUX
can be found at http://www.cetuximab.com  

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.


INFOCORP COMPUTER: Inks Pact Settling Majority of Long-Term Debt
----------------------------------------------------------------
Infocorp Computer Solutions Ltd. (TSX: INP), a leader in the
design and delivery of point-of-service cashiering and multi-
channel revenue management solutions for e-Government and
integrated retail management solutions for retailers, announced
financial results for the three-month period ended March 31, 2003.

During the quarter, Infocorp negotiated an agreement with Western
Economic Diversification Canada to settle the long term debt being
carried on the Company's balance sheet. With the effect of this
settlement, the Company improved its balance sheet ratios,
generated positive net income, and earnings-per-share (EPS) of
$0.10.

Revenue during the quarter was $458,588, a decrease of 57% over
the corresponding period in 2002. As a result of ongoing efforts
to improve efficiencies, the company reduced expenses by 29% to
$578,809, as compared to $818,223 in the first quarter of 2002.
Earnings (Loss) before interest, taxes, depreciation, and
amortization (EBITDA) was ($120,221), compared to $260,570 over
the same quarter last year. Net income for the first quarter of
2003 was $73,037 prior to debt restructure, or 0.01 per share,
compared to $155,418 or 0.01 per share for the comparable period
in 2002. After taking the effect of the debt restructure, the
Company recorded net income of $1,451,728 or $0.10 per share for
the first quarter of 2003.

"During the quarter, a number of activities on our existing two
contracts, and some related sales activity in the State of
Tennessee were delayed during a leadership transition within the
State. As a result, revenues during the quarter were lower than
expected", said Infocorp CEO Dwayne Mathers. "However, we did
participate in a significant amount of other sales and marketing
activity during the quarter, which should start generating new
business during the latter half of the year. For example,
subsequent to the end of the quarter, we closed an Access2Gov
cashiering and revenue management system contract in the State of
Kansas, and successfully completed a scooping and planning project
in New Zealand in June. The State of Kansas represents important
repeat business for us in the area of identity systems, while the
New Zealand project represents important potential new business
for us, again the in the area of identity systems."

Subsequent to the quarter end, Mr. Michael Antonio resigned from
his position as President of Infocorp in order to pursue other
activities. As part of the Company's ongoing efforts to streamline
the business and operate with a flatter administrative structure,
the Company does not anticipate the hiring of a replacement. Mr.
Govin Misir, Chairman of the Board was appointed to the position
of President.

Infocorp (TSX: INP) is a leader in the design and delivery of        
state-of-the-art revenue management solutions for governments and
specialty retailers. Infocorp's solutions enable product and
service delivery, workflow automation, and payment transaction
processing through multiple delivery channels including over-the-
counter, Internet and kiosks. Its core e-government product,
Access2Gov (formerly POS+), has been installed in a variety of
state, provincial and municipal departments, and is a key
component of electronic service delivery solutions. Its core
retail product, Softwear/P.O.S., is installed on over 10,000
workstations in retail organizations around the world, and is a
fully integrated retail management system, from point-of-sale to
customer relationship management and back office automation.
Infocorp's offices are located in Canada and USA.

As of March 31, 2003, the Company's working capital deficit tops
$893K while total shareholders' equity deficit is reported at $3.9
million.


JETBLUE AIRWAYS: S&P Assigns BB- Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Forest Hills, New York-based JetBlue Airways
Corp. At the same time, Standard & Poor's assigned its 'B' rating
to JetBlue's $150 million of 3.5% convertible notes due 2003. The
ratings outlook is developing.

"The corporate credit rating is based on JetBlue's low operating
costs and record of profitability, even in the current weak
airline industry environment," said Standard & Poor's credit
analyst Betsy Snyder. "However, this is offset by its short
operating history, limited route structure, and risks associated
with its aggressive growth strategy," she continued. The rating on
the convertible notes is two notches lower than the corporate
credit rating based on a substantial amount (approximately 53%,
pro forma for the recent $122 million secondary common stock
offering and the convertible notes) of secured debt and leases
relative to total owned and leased assets.

JetBlue, the best-capitalized start-up in airline history, began
operations in February 2000. JetBlue's management has many years
of experience with low-fare airlines, and has utilized the best
practices of those successful airlines in developing and
implementing JetBlue's operating strategy. The company currently
serves 22 destinations in 11 states and Puerto Rico out of hubs
located at New York's JFK airport and Long Beach airport in
Southern California. The company's fleet is comprised of 44 new
Airbus A320 aircraft, with another eight to be delivered by the
end of 2003, and an additional 14-16 to be delivered each year
through 2007. It has also ordered 100 Embraer 100-seat regional
jets, with deliveries to begin in 2005. JetBlue's operating costs
are among the lowest in the airline industry, due to high
productivity of assets and labor, and "low frills," point-to-point
service. The company also benefits from its highly motivated work
force, all of which participate in profit-sharing programs, and
good labor relations. Since it began operating, JetBlue's load
factors have consistently been the highest in the industry,
reflecting strong passenger preference for its low fares and
consistent product, which includes the personal television screens
provided at each seat, and congenial labor force. As a result,
JetBlue has been profitable since the end of its first year of
operations, a major feat for a start-up airline, compared with
most others that have eventually entered bankruptcy and/or ceased
service.

JetBlue plans to add new cities and frequencies to existing cities
accordingly with its new aircraft. JetBlue's aggressive growth
plans entail risks, despite its success so far. While the company
has indicated it expects to stimulate traffic in new markets it
enters, its competitive position against the network carriers
could erode somewhat as the carriers compete against each other in
more markets, and the network carriers become more cost
competitive and thus are able to reduce their fares and enhance
their product to compete more effectively.

If JetBlue is successful in achieving its growth plans while
maintaining and/or improving its financial profile, ratings could
be raised. Alternatively, if JetBlue's business plan and financial
profile are affected by prolonged industry weakness and/or
increased competition, ratings could be lowered.


KMART: Gets Go-Signal to Establish Claims Distribution Reserve  
--------------------------------------------------------------
Kmart Corporation and its debtor-affiliates obtained the Court's
authority to establish the Distribution Reserve by withholding
27,792,290 shares of the New Holding Company Common Stock.

                         Backgrounder

Under Kmart Corporation' confirmed reorganization plan, claims
held by trade vendors, service providers, landlords of rejected
leases, vendors with rejected agreements, and related claimants
are classified as Class 5 Trade Vendor/Lease Rejection Claims.
The Debtors estimate the Class 5 Trade Vendor/Lease Rejection
Claims to be over $4,300,000,000 consisting of different
categories:

          Trade vendor claims              $2,800,000,000
          Lease rejection claims            1,000,000,000
          Contract rejection claims           500,000,000

In estimating the trade vendor claims, the Debtors and their
advisors analyzed their books and records, the schedules of
assets and liabilities, and the proofs of claim filed by trade
vendors.  The Debtors also considered the results of extensive
claims reconciliation efforts that has been undertaken to date.
The Debtors also took similar analyses with respect to the
estimated lease rejection claims and potential rejection claims.

To ensure that sufficient New Holding Company Common Stock will
be available to make the pro rata distribution to all Allowed
Class 5 Trade Vendor/Lease Rejection Claims, all Allowed Class 6
Claims that make the Other Unsecured Claim Election -- thereby
electing to be treated as Class 5 Claims -- and all Allowed Class
7 Claims electing to be treated under Class 5, the Debtors' Plan
provides for the establishment of a distribution reserve to serve
as a mechanism to retain the New Holding Company Common Stock for
future distributions to disputed claim holders.  The Debtors note
that the mechanism is necessary because no distributions may be
made to the disputed claim holders pending allowance of their
claims.  This is a typical and common sense restriction contained
in most reorganization plans.

The Confirmation Order also requires the Debtors to establish a
distribution reserve by withholding a portion of the New Holding
Company Common Stock equal to the number of shares the Reorganized
Debtors determine to be necessary to satisfy the distribution
required to be made to the holders of Trade Vendor/Lease Rejection
Claims and Other Unsecured Claims.  Once the Disputed Claims are
resolved, any Allowed Claim amounts are satisfied from the
distribution reserve in accordance with the Plan.  As part of that
process, the distribution reserve may be adjusted from time to
time in consultation with the Post-Effective Date Committee.

Under the Plan, the Debtors remind the Court that a total of
31,945,161 shares of New Holding Company Common Stock have been
reserved for distribution to claimholders that receive treatment
as Class 5 Claims.  To date, however, only a portion of all Class
5 Trade Vendor/Lease Rejection Claims have been agreed upon and
allowed.

The Debtors are presently seeking to allow 12,472 Class 5 Trade
Vendor/Lease Rejection Claims, which aggregate $730,233,439.  The
Debtors anticipate making a partial distribution of New Holding
Company Common Stock to the holders of these allowed claims.  The
distribution is expected to occur on June 30, 2003, the first
distribution date under the Plan.  Additionally, Court has
previously allowed Fleming Companies, Inc. $385,000,000 and
Salton, Inc. $4,217,295 as settlement for their claims.

All in all, the claims the Debtors propose to allow so far,
together with the previously allowed claims, total $1,119,450,734
and comprise 26% of the $4,300,000,000 aggregate estimate that
the Debtors described in their Disclosure Statement.  While the
Debtors believe that the $4,300,000,000 aggregate estimate is
reasonably accurate based on all the claims information currently
available, they acknowledge the possibility that the claims that
ultimately will be allowed exceed their estimate.

The Debtors anticipate filing omnibus objections to 20,000 more
claims.

Consequently, the Debtors tell the Court that they do not intend
to distribute to the holders of claims they propose to allow so
far the full amount of the New Holding Company Common Stock that
the claimants would be entitled to receive assuming that the
aggregate amount of Class 5 Trade Vendor/Lease Rejection Claims
is $4,300,000,000.  If they were to make a distribution at this
time, the Debtors explain that the claimholders would be entitled
to receive 8,305,742 shares, representing 26% of all the shares.
This distribution will leave no margin for error in the event the
aggregate amount of Class 5 Trade Vendor/Lease Rejection Claims
that is ultimately allowed is greater than their estimate.

To ensure that there will be a sufficient amount of New Holding
Company Common Stock to distribute to the claimholders, the
Debtors propose to distribute 4,152,871 shares of the New Holding
Company Common Stock at this point.  This represents 13% of all
the Stock and half of the amount of Stock to which the
claimholders would be entitled assuming the aggregate amount of
Class 5 Trade Vendor/Lease Rejection Claims is $4,300,000,000.
The Debtors believe that this distribution is conservative in
that it assumes that the aggregate amount of Allowed Class 5
Trade Vendor/Lease Rejection Claims could be double their current
estimate.

The Debtors maintain that the remaining 27,792,290 shares of the
Stock, representing 87% of all shares, will be placed in the
Distribution Reserve pending further allowance of outstanding
Disputed Claims.  This cushion will allow the Debtors to ensure
that the Distribution Reserve is appropriately established to
permit holders of all Claims to receive their pro rata recovery
if their Claims are ultimately Allowed in an aggregate amount in
excess of the $4,300,000,000 estimate.  To the extent a Disputed
Claim is allowed in an amount less than the amount originally
reserved for that Disputed Claim, the remaining shares in the
Disputed Claim Reserve held on account of that Claim would be
made available for distribution to the holders of Allowed Claims.
(Kmart Bankruptcy News, Issue No. 59; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


LEAP WIRELESS: Files Third Amended Plan and Disclosure Statement
----------------------------------------------------------------
Leap Wireless International Inc., presents to the Court its Third
Amended Plan of Reorganization and Disclosure Statement dated
July 8, 2003.

The material modifications to the Plan include:

    A. On the later of the Effective Date and the Initial
       Distribution Date, Reorganized Leap will issue and transfer
       to the Leap Creditor Trust:

       -- 3.5% of the issued and outstanding shares of New Leap
          Common Stock as of the Effective Date for Distribution
          to the Leap General Unsecured Creditors; and

       -- The Leap Creditor Trust Assets, which is comprised of
          other assets that have a value estimated to be
          $30,000,000 to $50,000,000, for subsequent sale and
          Distribution of the proceeds to the Leap General
          Unsecured Creditors.  The "Leap Creditor Trust Assets"
          to be transferred to the trust are:

            (i) a minimum 72% Pro Rata stake in the PCS license
                that Leap may acquire in the Rochester, New York
                Basic Trading Area pursuant to a previously
                executed agreement or, if such transaction has not
                been consummated as of the Effective Date, the PCS
                licenses in the Bemidji, Minnesota (10 MHz);
                Brainerd, Minnesota (10 MHz); Escanaba, Michigan
                (10 MHz); Pueblo, Colorado (10 MHz); and Salem,
                Oregon (10 MHz) BTAs;

           (ii) Leap's stake in the Idaho joint venture with NTCH;

          (iii) any Leap causes of action listed in Leap's
                Schedules, including the cause of action related
                to the Endesa note receivable, as well as any
                cause of action that is part of the Leap Estate
                arising from Sections 544, 547, 548, 549 or 550
                of the Bankruptcy Code that is listed on a
                Schedule to be filed with the Court and served at
                least seven days prior to the Voting Deadline and
                that is not otherwise released under the Plan;

           (iv) any and all Tax Refunds that are to be delivered
                to the Leap Creditor Trust in accordance with the
                Plan;

            (v) Cash to be paid by Cricket in an amount equal to
                the Leap Deposits totaling about $2,500,000; and

           (vi) the PCS licenses in the Bozeman, Montana (20 MHz);
                Casper, Wyoming (15 MHz); Lewiston, Idaho (15
                MHz); and Redding, California (15 MHz) BTAs and
                any causes of action resulting from the proposed
                sale pursuant to the previously executed
                agreement.

    B. Following the Effective Date, after the satisfaction of all
       Allowed Administrative Claims and Allowed Priority Claims
       against Leap and the resolution of all Disputed
       Administrative Claims and Disputed Priority Claims against
       Leap, any remaining Cash held in reserve by Leap will be
       distributed to the Leap Creditor Trust.  If any Leap
       Creditor Trust Assets are converted to Cash on or after the
       Initial Distribution Date but prior to the Effective Date,
       the Cash proceeds will be transferred to the Leap Creditor
       Trust as soon as practicable after monetization,
       notwithstanding the fact that the Effective Date has not
       occurred.

    C. The Holders of Old Vendor Debt hold valid, perfected and
       duly enforceable security interests in all of the stock and
       assets of the License Holding Companies, the assets of
       CCH, the stock and assets of Cricket and the stock and
       assets of the Property Holding Companies.  The only assets
       available to Holders of Old Leap Notes under the Plan are
       the Leap General Unsecured Claim Cash Distribution and
       those assets that will be transferred to the Leap Creditor
       Trust for the benefit of these Holders pursuant to the
       Plan.  There are no material assets available for any
       Holders of Unsecured Claims against Cricket, the License
       Holding Companies, the Property Holding Companies or the
       Other Subsidiaries under the Plan.  As a result, 96.5% of
       the New Leap Common Stock will be distributed for the
       benefit of the Holders of Old Vendor Debt.  All New Cricket
       Common Stock and New Other Subsidiary Common Stock will be
       held directly by Reorganized Leap for the benefit of the
       Holders of New Leap Common Stock.  Reorganized Cricket will
       hold directly all New License Holding Company Common Stock
       and New Property Holding Company Common Stock.  The
       issuance of all of the aforementioned stock does not
       reflect any so-called "new value" plan or substantive
       consolidation of the Debtors; instead, these issuance
       reflects the economic realities of these Chapter 11 Cases.
       In other words, if the Holders of Old Vendor Debt
       foreclosed on their collateral, these Holders would own the
       Old License Holding Company Common Stock, the Old Cricket
       Common Stock and the Old Property Holding Company Common
       Stock.  Moreover, the Intercompany Releases provided on
       account of Intercompany Claims do not take any value away
       from any Holder of a Claim against or Interest in Cricket,
       the License Holding Companies or the Property Holding
       Companies because any Intercompany Claims are pledged to
       the Holders of Old Vendor Debt and any recovery would inure
       solely to the benefit of these Holders.

A full-text copy of the Debtors' Third Amended Disclosure
Statement is available for free at:

    http://bankrupt.com/misc/3983rdAmendedDisclosureStatement.pdf

The Court will convene a hearing on July 22, 2003 to consider the
adequacy of the information contained in the Disclosure Statement.
(Leap Wireless Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service, Inc., 609/392-0900)  


LORAL SPACE: Chapter 11 Filing Spurs S&P to Drop Ratings to D
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered the corporate credit
rating, senior unsecured debt rating, and preferred stock rating
on New York, New York-based satellite leasing and manufacturing
company Loral Space & Communications Ltd. to 'D' from 'CCC+',
'CCC-', and 'CC', respectively. The unsecured debt rating on the
company's wholly owned subsidiary Loral Orion Inc. is also lowered
to 'D' from 'CCC+'. The rating actions follow the company's
announced filing of Chapter 11 bankruptcy protection with the U.S.
Bankruptcy Court for the Southern District of New York. At
March 31, 2003, the company had about $2.2 billion of total debt
outstanding.

The bankruptcy filing will allow the company to sell six North
American satellites to Intelsat Ltd. free from encumbrances for as
much as $1.1 billion in cash. The actions do not affect the
ratings on Mexican satellite service provider Satelites Mexicanos
S.A. de C.V. (CCC+/Negative/-), in which Loral has a 49% voting
interest. SatMex was not part of the bankruptcy filing and there
are no cross-defaults of debt at SatMex.

Loral has been hurt by weakness in demand for telecommunications
services, along with softness in its satellite manufacturing
business. These factors, coupled with an aggressive capital
structure, have resulted in an extremely weak financial profile
for the company, with debt to annualized EBITDA totaling about 35x
for the quarter ended March 31, 2003.


LUCENT: S&P Keeps Ratings Watch over Expected Revenue Shortfall
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' corporate
credit rating and other long-term ratings on Lucent Technologies
Inc., on CreditWatch with negative implications, following
Lucent's announcement that it expects to report a revenue
shortfall in its June 2003 quarter. Because of continued market
uncertainty, Lucent no longer expects to return to profitability
in the September quarter as it had planned. This development
reflects limited marketplace visibility and the considerable
ongoing operating challenges facing Lucent, which have made
business planning extremely difficult over the past two years.

Lucent now expects to report June 2003 quarterly sales of $1.97
billion, well below its prior expectations, as certain wireless
customers deferred previously anticipated purchases. It is
expected to report a net loss for the quarter of about $250
million, about the same as its net loss from operations in the
March 2003 quarter. Lucent will report June quarterly results on
July 23, 2003.

Murray Hill, New Jersey-based Lucent Technologies, a major
supplier of communications equipment for service providers, had
$6.5 billion of debt and capitalized operating leases outstanding
at March 31, 2003.

"We will meet with management in the near term to assess general
business conditions and specific customer situations, to determine
if Lucent can maintain its current ratings," said Standard &
Poor's credit analyst Bruce Hyman.


LUCENT TECHNOLOGIES: Expects Revenues to Drop 18% in Q3 2003
------------------------------------------------------------
Lucent Technologies (NYSE: LU) expects revenues for the third
quarter of fiscal 2003 to be down approximately 18 percent from
its $2.4 billion in revenue for the second quarter, due to a
decline in revenues from its Mobility business.

The company's loss per share for the quarter is expected to be
approximately 6 cents to 8 cents, in accordance with U.S.
generally accepted accounting principles (GAAP), compared with a
net loss of 14 cents per share during the prior quarter, which
included a net unfavorable impact of 6 cents per share for certain
items, including the global settlement of Lucent's shareowner
litigation. The impact of similar items in the third quarter is
not expected to be significant.

"In the third quarter, our Mobility revenues were unfavorably
impacted by some reduced spending in North America and an
unexpected network acceptance delay," said Lucent Technologies
Chief Financial Officer Frank D'Amelio. "These two items accounted
for virtually all of the decline."

Looking forward, the company said it sees continued uncertainty in
the market, particularly in Mobility. "We now expect that our
return to profitability will occur in fiscal 2004," said D'Amelio.
"We continue to seek new revenue opportunities while implementing
plans to further reduce our breakeven."

The company also said that it used only a modest amount of cash in
the third quarter and expects to report an ending balance of $4.9
billion in cash and short-term investments for the quarter.

The company will provide more financial details when it announces
its quarterly results on Wednesday, July 23. An earnings
conference call will take place that day at 8:30 a.m. EDT and be
broadcast live over the Internet at
http://www.lucent.com/investor/conference/webcast  

It will be maintained on the site for replay through July 30,
2003.

Lucent Technologies, headquartered in Murray Hill, N.J., USA,
designs and delivers networks for the world's largest
communications service providers. Backed by Bell Labs research and
development, Lucent relies on its strengths in mobility, optical,
data and voice networking technologies as well as software and
services to develop next-generation networks.  The company's
systems, services and software are designed to help customers
quickly deploy and better manage their networks and create new
revenue-generating services that help businesses and consumers.  
For more information on Lucent Technologies, visit its Web site at
http://www.lucent.com  

As reported in Troubled Company Reporter's June 3, 2003 edition,
Fitch Ratings assigned a 'CCC+' rating to Lucent's recently issued
$1.5 billion convertible debentures. The debentures were sold in
two series, A and B, maturing in 2023 and 2025, respectively and
are pari passu with Lucent's other senior unsecured debt. Series A
totaled $750 million, has an interest rate of 2.75% and is
convertible to common stock at a conversion price of $3.34
(representing a 48% premium over the price of the common stock on
May 29, 2003). In addition, bondholders have the option of
redeeming the securities in 2010, 2015, and 2020. Series B totaled
$775 million, carries the same interest rate, has a conversion
price of $3.12 (representing a 38% premium over the price of the
common stock on May 29, 2003), and may be redeemed by the
bondholders in 2013 and 2019. Fitch expects Lucent to use the
proceeds from the offering to repay or repurchase higher cost
debt. The Rating Outlook remains Negative.

The ratings continue to reflect the company's weak credit
protection measures, limited financial flexibility (which was
further evidenced by the restriction on its $595 million of new
senior secured bank facilities to be used exclusively for letters
of credit and not operating purposes), execution risks surrounding
the company's restructuring programs, uncertainty surrounding the
prospects for the company's success in implementing its network
integration strategy and the continued difficult environment for
Lucent's end markets. The Negative Rating Outlook reflects the
uncertain capital expenditure patterns of the company's customer
base and the lack of visibility into the timing of a recovery in
the telecommunications equipment market.


MAGELLAN HEALTH: Action Seeking Equity Committee Drawing Fire
-------------------------------------------------------------
In determining whether it is appropriate to appoint an equity
committee, courts consider whether a debtor appears to be
hopelessly insolvent.  In re Williams Communications Group, Inc.
and CG Austria, Inc., 281 B.R. 216, 223 (Bankr. S.D.N.Y. 2002),
teaches that although there is no clear litmus test for
determining whether a debtor appears hopelessly insolvent, the
existence of certain factors are indicators of hopeless
insolvency.  Those factors include:

    1. the debtor's liabilities significantly exceed their assets;

    2. the debtor's bonds are trading at a steep discount;

    3. no cash distribution will occur under a proposed plan of
       reorganization;

    4. the statutory committee for unsecured creditors agrees that
       the debtor is insolvent; and

    5. the debtor requires a significant capital infusion to
       emerge from Chapter 11.

Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New
York, representing Magellan Health Services, Inc., and its debtor-
affiliates, asserts that all of these factors clearly exist in
Magellan's case:

    1. Under any rational valuation, the Debtors' liabilities
       exceed their assets by orders of magnitude.  The Debtors'
       funded debt obligations aggregate $1,200,000,000 and, as
       reflected in their proposed Disclosure Statement, the
       Debtors' reorganization value is $675,000,000 -- hundreds
       of millions of dollars less than the amount where existing
       equity has any right to participate in these cases;

    2. The Debtors' outstanding bonds clearly are trading at
       significant discounts -- the 9-3/8 senior notes are trading
       at a 15% discount and the 9% senior subordinated notes are
       trading at a 75% discount;

    3. No significant cash distributions will be made under the
       proposed Plan;

    4. The Creditors' Committee believes that the Debtors are
       insolvent and oppose the appointment of an equity
       committee; and

    5. The Court already approved the Debtors' commitment for a
       significant capital infusion to be made in conjunction with
       their emergence from Chapter 11.

Simply put, Mr. Karotkin asserts that the Shareholders cannot
demonstrate an entitlement to any distribution under the absolute
priority rule, much less a "meaningful distribution".  "Their
plea to have the Court ignore the holding of In re Williams
merely underscores the futile nature of their position."

Mr. Karotkin insists that the Shareholders' tortured attempt to
suggest that there is value for equity based on valuation using
"trailing EBITDA" is nonsensical.  As any reputable valuation
expert knows, using trailing EBITDA to determine reorganization
value is completely inappropriate -- the appropriate valuation
methodology is based on projected EBITDA and, as set forth in the
Debtors' proposed Disclosure Statement, the proper methodology
yields a value hundreds of millions of dollars below the Debtors'
outstanding debt obligations.

Likewise, Mr. Karotkin adds that the discounted cash flow analysis
presented by the Shareholders' financial advisor is simply
incorrect.  Among the many mistakes in his analysis, Terry D.
Coleman blithely ignores the required cash tax payments, which the
Debtors estimate at a 40% rate in their projections, the actual
cost of capital, and the working capital limitations imposed on
the Debtors as a result of their inability to access restricted
cash as required by contract and by law.  This, combined with Mr.
Coleman's unrealistic assumption as to the Debtors' terminal
value, clearly demonstrates that the Shareholders' analysis of the
Debtors' reorganization value is farfetched.  As set forth in the
Debtors' proposed Disclosure Statement, a proper discounted cash
flow analysis, taking into account these and other factors, yields
a $675,000,000 reorganization value, which is far less than the
Debtors' indebtedness.

Mr. Karotkin points out that Section 1109(b) of the Bankruptcy
Code allows shareholders to raise and be heard on any issue in
these Chapter 11 cases.  They do not need an official committee
to pursue their interests.  Moreover, to the extent they can
demonstrate that they have made a substantial contribution in
these cases, they can file an appropriate application under
Section 503(b) of the Bankruptcy Code.

(2) Creditors' Committee

Michael S. Stamer, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, asserts that the appointment of an equity committee
in these cases is unjustified because:

    1. The Debtors are hopelessly insolvent and, thus, there is no
       likelihood that equity holders will receive a distribution
       under the absolute priority rule of the Bankruptcy Code;
       and

    2. The Shareholders can, and already have, adequately
       represented their interests and the interests of other
       shareholders in these cases.

Mr. Stamer points out that Magellan's undisputed liabilities so
far exceed its assets that Magellan is hopelessly insolvent.
First, Magellan's most recent public filings show that the
Debtors are insolvent by $500,000,000.  Second, according to the
Disclosure Statement, the value of reorganized Magellan is
estimated to be between $650,000,000 and $700,000,000, while
Magellan's liabilities total $1,500,000,000.  Finally, Magellan's
Senior Notes currently trade at 83% to 85% of face amount and the
Senior Subordinated Notes currently trade at 24% to 26% of face
amount, further evidencing Magellan's insolvency.

Due to this insolvency, Magellan estimates in the Disclosure
Statement that general unsecured creditors, before enforcement of
the subordination provisions in the Subordinated Notes, will
recover between 48% and 52% of their allowed claims under the
Plan in the form of a combination of New Senior Notes and New
Common Stock.  After enforcement of the subordination provision,
holders of the Subordinated Notes will recover significantly
less.  Unsecured creditors will then, out of their distributions,
give to holders of Magellan common stock 0.5% of the New Common
Stock and New Warrants to purchase another 0.5%, notwithstanding
that common stockholders have no legal right to this gift.

Faced with the overwhelming and documented proof of the Debtors'
insolvency, Mr. Stamer observes that the Shareholders engage in a
creative valuation analysis and conclude that the Debtors have an
enterprise value equal to $1,350,000,000.  Eleven days later, the
Shareholders filed the Coleman Declaration and increased their
valuation of the Debtors to $1,600,000,000.  The Shareholders'
valuation analysis lacks credibility on its face, is
inappropriate, and overstates the Debtors' value by $675,000,000
to $925,000,000 and, therefore, does nothing to change the
inescapable conclusion that the Debtors are hopelessly insolvent.

Mr. Stamer believes that there is no likelihood that equity
holders will receive a distribution under an application of the
absolute priority rule.

Mr. Stamer tells the Court that the Shareholders have already
participated capably in these cases.  On behalf of equity holder
Bill Fusco, Michael Yetnikoff filed an objection to the Debtors'
request for approval of the equity commitment letter, appeared at
the hearing on the Equity Commitment Motion, and cross-examined
William Forrest of Gleacher Partners, the Debtors' financial
advisor.  This active participation by Mr. Fusco through his
counsel, Mr. Yetnikoff, clearly shows the Shareholders' ability
to represent themselves without the formation of an official
committee.

Finally, the Shareholders make a number of allegations regarding
certain prepetition transactions that the Shareholders assert may
have been inappropriate.  Mr. Stamer assures the Court that the
Creditors' Committee will investigate these transactions and any
other material prepetition transaction to determine whether there
are additional assets recoverable for the benefit of the Debtors'
estates.

Under the facts and circumstances of these Chapter 11 cases, Mr.
Stamer asserts that the appointment of an equity committee is
unwarranted and would only serve to delay and perhaps jeopardize
the Debtors' successful reorganization and unnecessarily increase
the administrative costs of these cases, at the expense of
Magellan's unsecured creditors, which already must bear
significant impairment of their claims.

(3) U.S. Trustee

Section 1102(a)(1) of the Bankruptcy Code expressly authorizes
the appointment by the United States Trustee of additional
committees, including a committee of equity security holders.
The plain language of the statute indicates that the appointment
of an equity committee is a discretionary act of the U.S.
Trustee.

Pamela J. Lustrin, Esq., representing U.S. Trustee Carolyn S.
Schwartz, tells the Court that the U.S. Trustee performed a full
and fair analysis of the request to appoint an equity committee
and decided, in light of all the facts and circumstances then
within her knowledge, that a committee should not be appointed at
that juncture of these cases.

The U.S. Trustee took these actions to evaluate the request:

    1. examined the capital structure, organizational structure
       and financial posture of the Debtors as reported by them in
       their verified bankruptcy petitions, affidavits and
       exhibits;

    2. reviewed the SEC filings on record at the Petition Date and
       filed subsequent to the Petition Date;

    3. solicited input from the Debtors and the Creditors'
       Committee with regard to the desirability of appointing an
       equity committee; and

    4. solicited and reviewed written documentation regarding the
       Debtors' financial position from concerned equity holders
       and from counsel to the moving parties.

The Bankruptcy Code is silent as to the nature and degree of "due
diligence" required of a U.S. Trustee in the analysis of a
request to appoint an equity committee.  Section 1102 vests broad
discretion in the U.S. Trustee with regard to the appointment of
committees other than an unsecured creditors' committee.

The U.S. Trustee contends that the steps taken are a reasonable,
balanced method of determining the wisdom of appointing an equity
committee.  The method adhered to by the U.S. Trustee in these
cases took into consideration financial data reported and
verified by the Debtors pursuant to Rules 1007, 1008 and 9011 of
the Federal Rules of Bankruptcy Procedure.  The U.S. Trustee
submits that it is appropriate and reasonable to rely on the
verified financial data submitted in a bankruptcy case in making
decisions related to that case.

In conducting her review, the U.S. Trustee also solicited the
comments and opinions of the Debtors and the Creditors' Committee
regarding this issue.  Since each party-in-interest can be
expected to have its own bias, no entity's opinion is
overwhelmingly persuasive, yet when considered together, may
provide a balanced view of the cases.  In these particular cases,
the Debtors and the Creditors' Committee opposed the appointment
of an equity committee.  The U.S. Trustee also investigated and
studied the requests of the equity security holders to appoint a
committee prior to making a well-founded decision.

Ms. Lustrin asserts that the Shareholders have failed to
demonstrate that the appointment of an equity committee is
necessary to adequately represent equity security holders'
interests.  The Debtors are clearly insolvent and, therefore, no
equity interest exists to be protected by an official committee of
equity security holders.

Ms. Lustrin adds that the complexity of these cases does not
warrant the appointment of an equity committee and the appointment
of an equity committee is not appropriate at this time for the
formulation of a Plan.  The size and complexity of a case is also
a factor to be considered in the appointment of an equity
committee.  However, the Shareholders have failed to establish
that these cases are so large and complex as to mandate the
formation of an equity committee.  The size and complexity of the
Debtors' business operations do not reflect the complexity of the
reorganization process.  The complexity of the reorganization
process, and not the Debtors' business operations, is relevant to
the issue at hand.  Here, the current proposed plan of
reorganization sets forth straightforward treatment of the
classes.

"The costs attendant to the appointment of an equity committee
outweigh the benefits of an appointment and the equity holders
are adequately represented to a sufficient degree by sources
other than an official committee," Ms. Lustrin asserts. (Magellan
Bankruptcy News, Issue No. 10: Bankruptcy Creditors' Service,
Inc., 609/392-0900)  


MALAN REALTY: Closes Sales of 6 Properties & Retires $27M Notes
---------------------------------------------------------------
Malan Realty Investors, Inc. (NYSE: MAL), a self-administered real
estate investment trust, has closed on the sales of six properties
and retired its $27 million Secured Convertible Notes.

The properties, located in Rockford, Illinois; Lawrence, Kansas;
Springfield and Cape Girardeau, Missouri; Clinton Township,
Michigan; and Marshfield, Wisconsin consist of 743,000 square feet
of gross leasable area. Proceeds of the sales, which generated
$24.4 million after expenses, were used to pay down $19.7 million
of debt. The company anticipates using the balance of the funds to
pay down additional debt and for working capital purposes. Malan
also has another 10 properties under contract for sale and 22
under letter of intent.

The nine-year $27 million 8.5% Convertible Notes, which were
collateralized by Bricktown Square in Chicago, were paid off using
a combination of existing working capital and the proceeds of a
$20.5 million bridge loan from UBS Real Estate Investments, Inc.
The loan, which is also secured by Bricktown Square, is for a
period of two years and bears interest at the rate of 350 basis
points over LIBOR with a floor of 6.5%.

Malan Realty Investors, Inc. owns and manages properties that are
leased primarily to national and regional retail companies. In
August 2002, the company's shareholders approved a plan of
complete liquidation. The company owns a portfolio of 40
properties located in eight states that contains an aggregate of
approximately 3.6 million square feet of gross leasable area.


METROMEDIA INT'L: Files 2002 Annual Report on Form 10-K with SEC
----------------------------------------------------------------
Metromedia International Group, Inc. (OTCBB:MTRM - Common Stock
and OTCBB:MTRMP - Preferred Stock), the owner of interests in
various communications and media businesses in Eastern Europe, the
Commonwealth of Independent States and other emerging markets,
filed with the Securities and Exchange Commission its 2002 Annual
Report on Form 10-K and its first quarter 2003 Form 10-Q.

The Company delivered a copy of these SEC filings to the Trustee
of the Company's 10-1/2 % Senior Discount Notes, along with
required compliance certificates, and thereby remedied within the
allowed cure period a default condition under the Senior Discount
Notes Indenture. As previously reported, the Trustee had advised
the Company on May 15, 2003 that it must provide the Trustee its
filed 2002 Form 10-K, first quarter 2003 Form 10-Q and Indenture
compliance certificates by July 15, 2003 or there would be an
Event of Default under the Indenture.

In making today's announcement, Ernie Pyle, Senior Vice President
Finance and Chief Financial Officer of MIG, commented, "The
completion and filing of these public reports presented a
tremendous challenge to the Company, due principally to the
considerable restructuring underway at the Company since late
February 2003. In an effort to address liquidity concerns facing
the Company for more than a year, we undertook substantial work
force and professional service cutbacks. Although these measures
have contributed to a material improvement in our liquidity
outlook, they made production of financial statements and reports
considerably more difficult. In summary, I am pleased that this
task is behind us so that we can return our attention to growth
and development of our core businesses and the further execution
of our initiatives to resolve the Company's liquidity issues".

Mark Hauf, Chairman and Chief Executive Officer of MIG, further
commented, "As set forth in [Tues]day's public filings, we have a
defined strategy for growth and development that should lead to
additional value creation for the Company. Although considerable
work remains to achieve our goals, we are better positioned today
to take on those challenges."

Mr. Hauf further commented: "We anticipate that execution of our
present strategy will provide us with the capacity to continue
servicing of our Senior Discount Notes on current terms.
Nonetheless, we continue to evaluate refinancing opportunities as
they arise. Refinancing discussions, begun earlier this year with
representatives of holders of a substantial portion of our Senior
Notes; however, were recently suspended."

The Company also announced that to facilitate any potential future
refinancing of the Company's Senior Discount Notes, the Company
has elected to not declare a dividend on its 7-1/4% cumulative
convertible preferred stock for the quarterly dividend period
ending on June 15, 2003.

Metromedia International Group, Inc. is a global communications
and media company. Through its wholly owned subsidiaries and
business ventures, the Company owns and operates communications
and media businesses in Eastern Europe, the Commonwealth of
Independent States and other emerging markets. These include a
variety of telephony businesses including cellular operators,
providers of local, long distance and international services over
fiber-optic and satellite-based networks, international toll
calling, fixed wireless local loop, wireless and wired cable
television networks and broadband networks and radio broadcast
businesses.

Visit http://www.metromedia-group.comfor more information.


MICRO COMPONENT: Completes 10% Notes Restructuring Transaction
--------------------------------------------------------------
Micro Component Technology, Inc. (OTCBB:MCTI) reported the
completion of a restructuring agreement with its 10% Senior
Subordinated Convertible Noteholders.

Under the agreement, the Noteholders representing $9.29 million of
debt have agreed to accept stock in lieu of cash for their
interest payments for the next two years. As part of this
agreement, the conversion price of the underlying notes has been
reduced from $2.60 per share to $1.00 per share for the remaining
term of the notes through December 2006. In the agreement, the
Company granted the Noteholders standard anti-dilution protection
and agreed to use its best efforts to register the additional
shares with the Securities and Exchange Commission.

MCT's President, Chairman and Chief Executive Officer, Roger E.
Gower, commented, "We are very pleased to have completed this
restructuring agreement with our Noteholders. This reduces our
cash commitments by over $1.8 million over the next two years, and
coupled with our recently completed $2.5 million line of credit
agreement, affords us needed liquidity to continue to serve our
customers through this difficult downturn in the Semiconductor
Capital Equipment Market."

MCT, whose December 31, 2002 balance sheet shows a total
shareholders' equity deficit of about $6 million, is a leading
manufacturer of test handling and automation solutions satisfying
the complete range of handling requirements of the global
semiconductor industry. MCT has recently introduced several new
products under its Smart Solutions(TM) line of automation
products, including Tapestry(R), SmartMark(TM), and SmartSort(TM),
designed to automate the back-end of the semiconductor
manufacturing process. MCT believes it has the largest installed
IC test handler base of any manufacturer, with over 11,000 units
worldwide. MCT is headquartered in St. Paul, Minnesota, with its
core manufacturing operation in Penang, Malaysia. MCT is traded on
the OTC Bulletin Board under the symbol MCTI.

For more information on the Company, visit its Web site at
http://www.mct.com   


MIDWEST AIRLINES: Pilots Ratify Labor Concessionary Agreements
--------------------------------------------------------------
The pilots of Midwest Airlines and Skyway Airlines have voted to
accept deep concessions aimed at averting a threatened mid-July
bankruptcy filing by Midwest Holdings, Inc.

In separate ratification elections that concluded Tuesday, the
pilots of Midwest and Skyway, which operates as Midwest Connect,
approved their respective concessions packages. Both groups are
represented by the Air Line Pilots Association, International.

"By voting to accept the tentative agreement reached between our
negotiating committee and Midwest management, our pilots have once
again demonstrated their commitment to our airline, our
passengers, and our communities that rely on the air service
provided by Midwest Airlines. It is now up to Midwest's management
to follow through with the restructuring process, improve our
airline's operation, and better position us for future growth and
financial stability," said Captain Jerome Schnedorf, chairman of
ALPA's Midwest Airlines unit.

This is the second time this year the Midwest pilots have
responded to the airline's financial challenges. In April, the
union leadership granted immediate reductions in pay as fuel
prices increased exponentially just prior to the war in Iraq.

With 275 Midwest crewmembers eligible to vote, 243 (88.4%)
participated, and 199 (81.89%) cast ballots in favor of
restructuring their original five- year contract that went into
effect in March 2000. The restructuring agreement substantially
changes pilot work rules and scheduling for the next five years,
in exchange for a new stock option and employee income sharing
program.

Skyway pilots were voting on their second contract rather than
modifications to an existing agreement. Of the 183 eligible Skyway
pilots, 162 (88.5%) voted, with 148 (91.36%) favoring the new
collective bargaining agreement. Both pilot groups' agreements
will run until 2008.

"The Midwest Connect pilots recognize that our future is tied to
the future of our airline. We accepted sacrifices in our contract
to help our airline weather these difficult times and to secure a
strong future for Midwest Connect, as well as for our families and
ourselves. Our hope is that the airline's dedicated employees will
be able to work with management to ensure that the Midwest family
continues to provide the best service to our customers and to our
community," said Capt. Brian Belmonti, chairman of the Skyway
pilot group.

Negotiators for both pilot groups faced intense pressure from the
management groups to negotiate complex and technical agreements
over a very restricted timeline. Pilot leaders undertook a massive
communications effort to educate pilots on all issues of the
concessionary packages prior to expedited balloting of the
membership that was conducted July 12-15. Midwest management had
threatened to seek protection under the U.S Bankruptcy Code if its
three employee unions had not agreed to concessions by midnight
July 15.

Milwaukee-based Midwest Airlines operates a fleet of DC-9, MD-82,
MD-88 and Boeing 717 aircraft to 24 cities throughout the United
States. Skyway Airlines fleet of 328JET and Beech 1900D aircraft
operate from Milwaukee to cities throughout the upper Midwest and
to Toronto, Canada.

Founded in 1931, the Air Line Pilots Association, International,
is the world's oldest and largest pilots union, representing
66,000 pilots at 42 airline carriers in the United States and
Canada. ALPA's Web site is http://www.alpa.org


MIDWEST AIRLINES: 3 Labor Groups Ratify Labor Cost Agreements
-------------------------------------------------------------
All three represented employee groups at Midwest Express Holdings,
Inc. (NYSE: MEH) have ratified agreements containing labor cost
savings and productivity improvements that the airline holding
company asked for as part of its financial restructuring efforts.
Membership of the unions -- the Midwest Air Line Pilots
Association, the Skyway Air Line Pilots Association and the
Midwest Association of Flight Attendants -- ratified the
agreements Tuesday afternoon.

"We're very pleased that our represented employees ratified these
agreements, which are a significant part of our restructuring
efforts," said Timothy E. Hoeksema, chairman and chief executive
officer. "I'd especially like to thank union leadership and the
negotiating teams for their hard work and commitment." Hoeksema
also thanked all employees companywide for their important
contribution to the restructuring effort.

The ratifications are one of a number of objectives Midwest
Express Holdings has said it needs to achieve to avoid filing for
Chapter 11 bankruptcy. The airline holding company continues work
to finalize terms of agreements with aircraft lessors and lenders,
which it will present to its board of directors.


MIRANT CORP: S&P Drops Ratings to D After Chapter 11 Filing
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on energy
company Mirant Corp. and its subsidiaries to 'D' from 'CC'
following Mirant's voluntary filing yesterday for protection from
creditors under Chapter 11 of the U.S. bankruptcy code. Mirant did
not include its Asian and Caribbean subsidiaries in its filing,
and did not submit a reorganization plan.

Atlanta, Ga.-based Mirant has $9.7 billion in debt.

"Standard & Poor's expects that the immediate recovery prospects
for the outstanding unsecured debt will be less than par value
given the amount of outstanding debt and the depressed state of
many of Mirant's nonregulated businesses," said Standard & Poor's
credit analyst Terry Pratt. Estimates of enterprise value,
assuming very conservative valuation of U.S. power plants, no
value attributed to the company's energy trading and marketing
division, forecasts of international cash flow, and current
liquidity suggest roughly $5 billion--about 51% of current total
debt, although Mirant's obligations could rise during bankruptcy
proceedings with additional claims. An improved recovery could
occur if power prices were to recover strongly. However, Standard
& Poor's cautions that estimating recovery values for Mirant's
obligations is complicated by a likely complex bankruptcy process
that will need to reconcile the interests of multiple creditor
classes, an illiquid market for merchant power plants, poor price
discovery for future power prices, substantial uncertainty
regarding the liabilities and assets of the trading operations,
potential deterioration in Mirant's businesses caused by the
bankruptcy process itself, and pending and future litigation.
Standard & Poor's will attempt to refine its preliminary recovery
estimate as more information becomes available.

The bankruptcy proceedings for Mirant and its subsidiaries are
likely to be lengthy, complex, and litigious, given the divergent
interests of holders of the bank debt, boldholders, and Mirant.
Mirant's bankruptcy filing was prompted by an inability to agree
with its bank lenders and bondholders on a transaction that would
have extended the maturity to 2008 of $4.8 billion of debt
obligations at the corporate and subsidiary levels. This
divergence of interests is underscored by Mirant's election not to
submit a prepackaged bankruptcy plan for which it had sought
creditor approval. Related to this are the numerous lawsuits
already brought against Mirant, mostly related to California
operations, which could introduce further pressures into the
bankruptcy proceedings.

Adding to the complexity is the Mirant Mid-Atlantic LLC lease
structure. This adds a class of secured lenders, with a claim on
certain Morgantown (1,244 MW) and Dickerson (546 MW) units. There
are also lenders who are secured by the West Georgia plant (615
MW), and lenders who are secured by certain assets held in the
Caribbean and Asian subsidiaries, which have not been filed into
bankruptcy. Bank lenders and bondholders of Mirant and its main
subsidiary, Mirant Americas Generation Inc., rank equally and are
unsecured but MAG obligations are structurally senior to Mirant
obligations. In its attempt to restructure its obligations out-of-
court and in its prepackaged bankruptcy plan, Mirant attempted to
substantially consolidate creditors at MAG and Mirant.

Mirant has not provided Standard & Poor's with any information
about the company's plans to request rejection or acceptance in
the bankruptcy court of certain out-of-market contracts, such
those with Potomac Electric Power Co. and other third parties that
were assumed by Mirant following its purchase of the MidAtlantic
assets. Mirant is forecasting a substantial loss on these
contracts through 2005, which suggests that these contracts are
likely to come under pressure for rejection or renegotiation.

The bankruptcy process has the potential to further weaken
Mirant's future financial performance, which was already strained.
Mirant operations continue, but the Chapter 11 filing will place
additional constraints or require more collateral to perform
trading and marketing functions a critical element of Mirant's
overall operational profile. A disruption in these functions from
a lack of counterparty faith in Mirant would greatly reduce cash
flow prospects. Positively, the U.S. Bankruptcy Court has granted
Mirant the authority to meet existing and future trading and
marketing obligations that support Mirant's assets under a
counterparty assurance program.

The bankruptcy process should ease Mirant's operating cash flow
constraints by potentially relieving it of nearly $500 million in
annual interest and lease expense at Mirant, MAG, and Mirant
MidAtlantic. In Mirant's most recent estimate of future cash flow,
the company's cash flow from operations was well below Mirant and
MAG interest expense through 2005, largely due to high costs of
run off items including out-of-market contracts, a potential
settlement on its must-run contracts in California, and turbine
cancellation costs. Without these run-off items, cash flows could
still be insufficient to cover debt service if power prices do not
recover or its forecast energy trading and marketing revenues are
not realized.

Liquidity is currently available to support low cash flows. Mirant
has access to $733 million of its total $1.17 billion in cash
balances, and has also obtained commitments for $500 in debtor-in-
possession financing, subject to court approval.


MIRANT CORP: Fitch Yanks Corporate Credit Rating to DD
------------------------------------------------------
Fitch Ratings has downgraded the ratings of Mirant Corp. as
follows:

-- Senior notes and convertible senior notes to 'DD' from 'CCC';

-- Convertible trust preferred securities to 'D' from 'CCC-'.

The ratings of Mirant affiliates Mirant Americas Generation, Inc.
senior notes and senior bank facility have also been downgraded to
'DD' from 'CCC'. The ratings are removed from Rating Watch
Evolving. Ratings of Mirant Mid-Atlantic LLC's pass-through
certificates series A, B, and C have been downgraded to 'C' from
'CCC+', and the Rating Watch is changed to Negative from Evolving.

Fitch's ratings of 'DDD' through 'D' are in the default category.
'DDD' obligations have the highest potential for recovery, with
expected recoveries of around 90%-100% of outstanding amounts and
accrued interest. 'DD' indicates Fitch's expectation of potential
recoveries in the range of 50% - 90% and 'D' the lowest recovery
potential, i.e., below 50%. Outlooks are not assigned to ratings
in the default category.

The downgrade of MIR and MAGI's ratings to the default category
results from MIR's voluntary filing for protection under Chapter
11 of the Bankruptcy Code. The filing includes essentially all of
its major U.S. wholly-owned subsidiaries, including MAGI, MIRMA,
and Mirant America Energy Marketing. Also, certain of MIR's
Canadian subsidiaries will file an application for creditor
protection under the Canadian Companies Creditors' Arrangement
Act. However, Mirant announced that the bankruptcy will not affect
MIR's major international subsidiaries such as those in the
Philippines and Caribbean, and Fitch believes that certain
project-financed entities with joint third-party owners in the
U.S. remain unaffected. Although MIR had previously sought
creditor consents to a plan of reorganization for a pre-packaged
bankruptcy filing, the current filing is a conventional one, and a
plan of reorganization is yet to be developed.

Although MIRMA joined in the bankruptcy petition, the MIRMA lease
pass-through certificates benefit from structural features such as
a strong collateral package relative to the amount of secured debt
and a six month debt service reserve. Two significant coal-fired
power plants owned by the owner-lessors are an important part of
the collateral package, and are not included in MIRMA's bankruptcy
estate. Six-month rental payments were made on June 30, and the
next rental payment is not due until Dec. 30. Before that date,
Fitch expects that Mirant will either have assumed or rejected the
lease. The certificates are not in default currently and default
is not a certainty. Due to the lessee's bankruptcy filing, the
ratings of the lease pass-through certificates are lowered to 'C'.

Mirant's bankruptcy petition contemplates maintaining ongoing
business in the power and energy market via a Counterparty
Assurance Program. A Bankruptcy Court order authorizes the debtor
to honor any and all obligations under existing and future trading
and marketing contracts (safe harbor contracts), a protection
available only to counterparties that do not terminate their
contracts with MIR and its affiliates. MIR is also documenting a
$500 million debtor-in-possession credit facility, with two banks
to permit the company to carry on its businesses during the
bankruptcy.


MIRANT: Bankruptcy Won't Affect Washington Gas Energy's Services
----------------------------------------------------------------
WGL Holdings, Inc. (NYSE: WGL) and its subsidiary, Washington Gas
Energy Services (WGES), responded to a Chapter 11 bankruptcy
protection filing by Mirant Corporation and substantially all of
its subsidiaries.

WGES is engaged in the competitive sale of natural gas and
electricity to retail customers in the Washington, D.C.,
metropolitan region. WGES has contracts with Mirant Americas
Energy Marketing, L.P., to supply wholesale electricity to support
WGES's retail sales to 79,000 electric customers in the District
of Columbia and Maryland.

On July 14, 2003, Mirant Corporation and substantially all of its
subsidiaries filed for bankruptcy protection under Chapter 11 of
the Bankruptcy Code. WGL Holdings has been advised that MAEM is
included in the bankruptcy filings. At this time, MAEM continues
to provide electric supply to WGES. "We look forward to an
expeditious proceeding and to Mirant's ultimate emergence from
Chapter 11," said Harry Warren, President of WGES. "Regardless of
the course of the bankruptcy case, WGES electric customers should
not experience an interruption in their electric service due to
this development."

WGES has access to $30 million in collateral from an escrow
account established by MAEM as part of the WGES supply contracts.
In the opinion of counsel, WGES has the right to draw on the
escrow funds in the account if the contracts between WGES and MAEM
terminate and WGES needs to find replacement power at a higher
cost or otherwise mitigate its damages. Additional information is
provided in a Form 8-K report filed by WGL Holdings with the
Securities and Exchange Commission on Tuesday. WGL Holdings and
WGES will continue to monitor the situation. In addition, WGES
customers will be kept informed through information available at
its Web site -- http://www.wges.com-- on a telephone information  
line (866-659-8048) and if appropriate, in letters mailed to
customers.

WGES natural gas customers are not affected by the Mirant
situation.

Headquartered in Washington, D.C., WGL Holdings, Inc., is the
parent company of Washington Gas, a natural gas utility that
serves more than 960,000 customers throughout metropolitan
Washington, D.C., and the surrounding region. In addition, it
holds a group of energy-related retail businesses that are focused
on energy marketing and commercial heating, ventilating and air-
conditioning services. Additional information about WGL Holdings
is available on its Web site, http://www.wglholdings.com/  

Washington Gas Energy Services, Inc. is the largest competitive
provider of electricity and natural gas in the Washington, D.C.,
metropolitan area, supplying more than 200,000 customers.
Headquartered in Herndon, VA, Washington Gas Energy Services is an
affiliate of Washington Gas and a subsidiary of WGL Holdings, Inc.
For more information about WGES, visit the company Web site at
http://www.wges.com


MIRANT: Pepco Assures Continued Power Supply Despite Bankruptcy
---------------------------------------------------------------
Pepco says there's no reason to fear an interruption of power
supply to its 700,000 customers in the Washington, D.C. area as a
result of Monday's bankruptcy filing by Mirant Corp.  Mirant
operates several power plants in the region and supplies power to
Pepco customers under a contract with Pepco, a subsidiary of Pepco
Holdings, Inc. (NYSE: POM).

Mirant is continuing to supply power to Pepco under the terms of
its contract and prices to Pepco's Standard Offer Service
customers are unaffected. These prices can be changed only by
order of the Public Service Commissions in Maryland and the
District of Columbia. If at a later time Mirant moves to terminate
the contract, Pepco has other options to ensure power supply is
continued. Pepco will, of course, exercise its legal remedies and
vigorously oppose any attempt to terminate the contract, and will
work with its regulators to achieve appropriate results for Pepco
and its customers.

Pepco continues to be actively involved in this bankruptcy case to
protect the interests of its customers and shareholders.

Pepco Holdings, Inc. is a diversified energy company with
headquarters in Washington, D.C. Its principal operations consist
of Pepco and Conectiv Power Delivery, which deliver 50,000
gigawatt-hours of power to more than 1.8 million customers in
Washington, Delaware, Maryland, New Jersey and Virginia. PHI
engages in regulated utility operations by delivering electricity
and natural gas, and provides competitive energy and energy
products and services to residential and commercial customers.


MIRANT: Gets Go-Signal to Honor & Continue Trading Contracts
------------------------------------------------------------
Mirant Americas Energy Marketing LP is responsible for procuring
the fuel consumed by Mirant's power generating assets, selling
the power, scheduling those purchases and sales, maintaining
necessary transportation routes and performing dynamic hedgning
to reduce the risks associated with market prove volatility.
MAEM also handles many of the regulatory compliance tasks
necessary for Mirant to operate its core power generation
business.  MAEM also engages in proprietary trading activities
for its own account.

As a result, Cameron Bready, Vice President and Global Chief Risk
Officer for Mirant Corp. and its affiliates explains, the Company
has a sizeable portfolio of active physical commodities and
financial products trading positions.  "The Debtors' portfolio or
'book,'" Mr. Bready tells Judge Lynn, "represents a valuable and
substantial asset of the estates."  To preserve and maintain that
value, the Debtors need bankruptcy court authority to:

     (1) honor prepetition trading contracts;

     (2) enter into new postpetition trading contracts; and

     (3) provide credit support for these contracts, in the form
         of letters of credit, collateral or prepayments.

Absent specific authority from the Court, Mirant fears that most,
if not all, of their trading partners will refuse to continue
trading relationships.  Historically and consistently, Mr. Bready
says, the commodity and financial product trading sector is
resistant to conducting business with trading entities in
distress because ultimate contract performance lacks certainty.
A distressed termination of Mirant's book would eliminate
counterparties' uncertainty, but the loss of value would be
enormous.

MAEM is party to a variety of ISDA, EEI, MEPSA, GISB and NAESB
master agreements and related Schedules and Credit Support
Annexes for trading in natural gas, crude oil, fuel oil, gas,
petroleum-related products, natural gas liquids, coal, emissions,
electric power, electric capacity, goods (as defined in the UCC),
swaps, options, derivatives, other securities, contract rights,
instruments and other items that can be bought, sold, exchanged
or capable of being traded in the future.  Master Netting
Agreements are used to aggregate exposure under multiple contracts
with any particular counterparty.  The largest counterparties
entered into prepetition Assurance and Amendment Agreements as
Mirant's financial condition deteriorated.  Under those Assurance
Agreements, Assured Counterparties agreed that the filing of these
chapter 11 cases would not trigger an immediate default.  The quid
pro quo was Mirant's agreement to bring this motion, honor all
prepetition obligations, get the court's stamp of approval to
engage in post-petition trading, and provide adequate post-
petition credit support.

Mirant's hedging and derivative contracts come in seven common
forms:

      (1) Back-to-back forward contracts, in which a trader buys
          power from one source, and then resells it to another
          party at a higher price.  This kind of arrangement can
          lock in a product on a power sale;

      (2) Privately negotiated options to purchase a portion of
          the required power from another source at a given price
          -- so that if a seller is unable to deliver the power
          from its own plant, the seller can exercise the option
          and have the power delivered to the buyer at a known
          price;

      (3) Electricity and natural gas futures contracts purchased
          on a commodity exchange like the New York Mercantile
          Exchange.  NYMEX offers standardized futures contracts
          for delivery at five specified locations around the
          country (California-Oregon Border, or COB; Palo Verde in
          Arizona; Cinergy in Ohio; Entergy in Louisiana; and PJM
          (Pennsylvania-New Jersey-Maryland);

      (4) Call options to purchase electricity futures contracts
          at a future date on a commodity exchange;

      (5) Contracts or options to purchase the required fuel
          (e.g., natural gas) for delivery at a given time to a
          power plan, thus locking in one major variable cost in
          producing the power;

      (6) Collars, which provide financial protection if the price
          goes outside a defined range, either up or down; and

      (7) Contracts that will provide financial protection if
          transmission line congestion makes it impossible to
          deliver power to the recipient.

"I believe the termination of the Prepetition Trading Contracts
would likely destabilize the organization," Mr. Bready warns
Judge Lynn, "and could have a rippling effect on certain energy
markets."

Thomas E. Lauria, Esq., at White & Case LLP, relates that this
Motion is intended to put a protocol in place that protects
counterparties and provides assurance that the Debtors can and
will perform their obligations under their Trading Contracts.
While counterparties will have to waive their postpetition rights
to liquidate a commodity or forward contract under 11 U.S.C. Sec.
556 or terminate a swap agreement under 11 U.S.C. Sec. 560, that
won't make any difference because the Debtors will perform all of
their prepetition and postpetition obligations under the Trading
Contracts.

Mr. Lauria notes that MAEM's business is trading and all of the
Trading Contract obligations are ordinary course of business
transactions from MAEM's perspective.  Section 1107 of the
Bankruptcy Code already authorizes MAEM to engage in transactions
in the ordinary course of business.  This Motion, probably not
required, is designed to provide counterparties with comfort that
the Debtors can and will perform their obligations.

                     Interim Approval Secured

To the extent that any contract involves the extension of credit
to the Debtors, the Debtors ask Judge Lynn for specific authority
under 11 U.S.C. Sec. 364(c) to borrow money postpetition and that
those "loans" be according superpriority administrative claim
status.

Judith Elkin, Esq., at Haynes and Boone, LLP, sought and obtained
Judge Lynn's approval this request on an interim basis at an
Emergency First Day Hearing.  

Mirant reports, following that Emergency Hearing, that a number of
its counterparties have signed on to its Counterparty Assurance
Program and that the vast majority of others are continuing to
deliver product while reviewing the company's Counterparty
Assurance Program.

This program, the Company explained in a statement, supports the
company's ability to continue its asset optimization and risk
management operations without interruption. The Court order
authorizes immediate relief to honor any and all obligations under
existing and future trading and marketing contracts (known as
"safe harbor" contracts) that support Mirant's extensive asset
base.  This protection, however, applies only to counterparties
that do not terminate trading and marketing contracts because of
Mirant's Chapter 11 filing.

"We are both gratified and encouraged by this initial show of
support," said Marce Fuller, Mirant president and chief executive
officer. "As I stated yesterday, Mirant's worldwide operations are
continuing without interruption and energy is continuing to be
delivered to our customers."

                    Final Hearing To Be Convened

After the U.S. Trustee has had the opportunity to organize one or
more creditors' committees, the Debtors will return to court in 20
to 30 days asking the request be approved on a final basis.
(Mirant Bankruptcy News, Issue No. 1; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


NEWFIELD EXPLORATION: S&P Affirms BB+ Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit rating on independent oil and gas exploration and
production company Newfield Exploration Co. At the same time,
Standard & Poor's revised its outlook on the company to stable
from negative.

The outlook revision reflects Newfield's decision to issue new
common equity and use the proceeds to reduce debt leverage by
redeeming subordinated debt securities. The transaction will
reduce total debt by about 15% and fixed charges by $0.05 per
thousand cubic feet equivalent of production.

Pro forma for the equity offering, Houston, Texas-based Newfield
had approximately $779 million of debt outstanding as of March 31,
2003.

"We expect Newfield's financial profile to continue to strengthen
materially in 2003 as strong commodity prices drive deleveraging
through increased retained earnings and the application of free
cash flow to debt reduction," said Standard & Poor's credit
analyst Bruce Schwartz. "Newfield could generate more than $150
million of free cash flow in 2003 and drive its debt leverage into
the low-30% range."

Standard & Poor's also said that although Newfield could post
financial metrics in 2003 and beyond that are much stronger than
the 'BB' median, Standard & Poor's is unlikely to raise its
ratings on the company in the near term because of the expectation
that Newfield's leverage eventually will rise as the company
invests for growth. In addition, Newfield's cash flows today are
supported by cyclically high prices and are likely to fall as the
hydrocarbon pricing cycle inevitably turns.

Furthermore, the ratings on Newfield remain constrained by a very
short reserve life and a relatively high cost structure. Like much
of the U.S. exploration and production industry, Newfield's cost
structure has deteriorated in recent years although increases in
commodity prices have compensated for rising costs.


NRG ENERGY: Brings-In Leonard Street for Special Legal Services
---------------------------------------------------------------
Scott J. Davido, Esq., Senior Vice President of NRG Energy, Inc.,
relates that Leonard Street and Deinard, P.A. has an experienced
energy group consisting of 15 lawyers and regulatory professionals
that regularly serve electric energy companies. Leonard Street's
lawyers and professionals have extensive experience in federal and
state regulatory proceedings, energy related litigation and
dispute resolution, and the legal issues involving regional power
markets administered by federally approved electric system
operators.

Leonard Street has provided legal services to the Debtors since
1999 and since 2000 has been the primary energy regulatory counsel
to the Debtors.  Accordingly, the Debtors seek the Court's
authority to employ Leonard Street as its special regulatory
counsel because of:

    -- Leonard Street's extensive experience in energy and energy
       regulatory matters,

    -- Leonard Street's understanding of the Debtors' energy and
       energy regulatory matters and the firm's longstanding
       relationship with the Debtors,

    -- the familiarity of the Debtors' in-house legal staff with
       the high quality of Leonard Street's work, and

    -- Leonard Street's dedication to providing the Debtors with
       effective and efficient legal services.

Mr. Davido asserts that Leonard Street has the necessary
background, resources, expertise, historical performance and
dedication to assist the Debtors by performing legal work in the
special purpose area of regulatory matters and any other related
issues that may arise in the context of these Chapter 11 cases.

In particular, the Debtors expect Leonard Street to:

    (a) prepare and file pleadings with, and participate in
        various regulatory proceedings, conferences, and
        evidentiary hearings before, the Federal Energy Regulatory
        Commission on various matters involving NRG's generation
        assets, fuel supply and transportation arrangements;

    (b) prepare and file pleadings with, and participate in
        proceedings and hearings before, various state energy
        regulatory commissions on matters involving NRG's
        generation assets;

    (c) litigate matters arising out of NRG's ownership and
        operation of its generation facilities and any attendant
        fuel procurement and power marketing activities before
        federal and state courts and in any alternative dispute
        resolution proceedings;

    (d) advise the Debtors on the roles and operations of regional
        power markets administered by federally approved electric
        system operators and represent Debtors in rule changes
        proposed by the operators and in disputes with the
        operators; and

    (e) draft, negotiate mid finalize agreements, and advise
        Debtors regarding agreements, involving procurement of
        fuels or trading of electricity from Debtors' generation
        facilities.

Mr. Davido assures the Court that because of Leonard Street's
well-defined role as special energy and energy regulatory counsel,
it will not duplicate the services that other firms may provide to
the Debtors.  Leonard Street and the other firms will function
cohesively to ensure that legal services provided to the Debtors
by each firm are not duplicative.

Leonard Street intends to charge for its legal services on an
hourly basis in accordance with its ordinary and customary hourly
rates and seek reimbursement of actual and necessary out-of-
pocket expenses.  The current hourly rates for Leonard &
Street's professionals are:

    Professional         Position      Hourly Rate
    ------------         --------      -----------
    Fred Morris          Attorney         $337
    Steve Weiler         Attorney          355
    Bob Hirasuna         Attorney          355
    James J. Bertrand    Attorney          288
    Marcia Stanford      Attorney          238
    Stan Wolf            Attorney          270
    Nancy Wiltgen        Attorney          252
    Doug Greenswag       Attorney          324
    Tammy Ptacek         Attorney          324
    Jean Hamm            Attorney          202
    Robert Striker       Attorney          202
    Larry Ricke          Attorney          261
    John Wachtler        Attorney          166
    Thanh Bui            Attorney          135
    Sue Patterson        Paralegal         144
    Rodney Coffer        Paralegal         112

James J. Bertrand, Esq., a member of Leonard Street, informs
Judge Beatty that prior to the Petition Date, the Debtors provided
Leonard Street a $200,000 retainer for services rendered or to be
rendered and for reimbursement of expenses in contemplation of,
and in connection with these Chapter 11 cases. In addition, the
Debtors paid Leonard Street $3,522,620 in the year preceding the
Petition Date for services and expenses incurred.  The source of
the retainer and the prepetition payments was the Debtors'
operating cash.

Mr. Bertrand further reports that Leonard Street has no connection
with the Debtors, their creditors, the U.S. Trustee or any other
party with an actual or potential interest in these Chapter 11
cases or their attorneys or accountants.  Leonard Street does not
hold or represent any interest adverse to the Debtors or their
estates with respect to the matters on which Leonard Street is to
be employed.  Leonard Street is "disinterested" as that term is
defined in Section 101(14) of the Bankruptcy Code, as modified by
Section 1107(b) of the Bankruptcy Code. (NRG Energy Bankruptcy
News, Issue No. 6; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


PACKAGED ICE: Annual Shareholders' Meeting Slated for August 14
---------------------------------------------------------------
An annual meeting of the shareholders of Packaged Ice, Inc., a
Texas corporation, will be held on August 14, 2003, at 10:00 a.m.,
local time. The meeting will be held at the offices of Bear,
Stearns & Co. Inc., 383 Madison Avenue, 2nd Floor, Auditorium D,
New York, New York 10179, for the following purposes:

(1) to consider and vote upon a proposal to approve the merger and
    the related Agreement and Plan of Merger, dated as of May 12,
    2003, by and between CAC Holdings Corp., Cube Acquisition
    Corp. and Packaged Ice,

(2) to elect seven directors to hold office until the next annual
    meeting of shareholders or until their respective successors
    are duly elected and qualified;

(3) to consider and vote upon a proposal to ratify the appointment
    of Deloitte & Touche LLP as independent auditors for the
    fiscal year ending December 31, 2003; and

(4) to consider and transact such other business as may properly
    come before the meeting of shareholders or any adjournment
    thereof.

Please note that only shareholders of record at the close of
business on June 24, 2003 are entitled to notice of, and to vote
at, such meeting.

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

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

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


PG&E NATL: Asks Court to Waive Investment & Deposit Requirements
----------------------------------------------------------------
Section 345(a) of the Bankruptcy Code authorizes a debtor-in-
possession to deposit or invest the money of a bankruptcy estate
in a manner that will "yield the maximum reasonable net return on
such money, taking into account the safety of such deposit or
investment."

For deposits or investments that are not "insured or guaranteed
by the United States or by a department, agency, or
instrumentality of the United States or backed by the full faith
and credit of the United States," Section 345(b) provides that
the estate must require from the entity with which the money is
deposited or invested a bond in favor of the United States
secured by the undertaking of an adequate corporate surety.

However, the PG&E National Energy Group Debtors believe that they
do not have to satisfy the investment and deposit restrictions
under Section 345.  The NEG Debtors intend to continue investing
their cash in accordance with their typical investment practices.

To ensure that their funds are invested wisely, Martin T.
Fletcher, Esq., at Whiteford, Taylor & Preston, LLP in Baltimore,
Maryland says, the Debtors and each affiliate are governed by a
Short-Term Investment Policy promulgated for use throughout the
Company's businesses.  In instances where the amount of Funds on
deposit in the Bank Accounts exceeds an entity's immediate cash
needs, the excess Funds are invested in high quality money market
funds and other short-term investment vehicles, subject to the
terms of the Investment Policy.  These short-term investments
generally provide NEG with higher returns than are available
through bank-sponsored overnight money market funds.  Any
residual amounts remaining in the Bank Accounts at the close of
business each day are automatically swept into money market
accounts.

Mr. Fletcher states that the NEG Debtors currently invest and
will continue to invest only in accordance with the Investment
Policy.  The Debtors believe that limiting their investments to
those approved under the Investment Policy will provide the
protection contemplated by Section 345(b), notwithstanding the
absence of a "corporate surety."  As to investments in securities
of non-governmental public entities, Mr. Fletcher continues, it
is unlikely that any corporate surety willing to guarantee the
safety of an investment would have significantly greater
financial strength than such non-governmental public entities in
which the Debtors could invest under the Investment Policy.

Accordingly, Judge Mannes waives the Section 345 investment and
deposit requirements on an interim basis and authorizes the
Debtors to invest and deposit funds in accordance with the
Investment Policy.  If any official committee appointed in the
case or any party-in-interest files an objection to the Investment
Policy, Judge Mannes instructs the Debtors to schedule a prompt
hearing to request approval of the Investment Policy. If no
objection is timely filed, the Interim Order, Judge Mannes says,
will become final without the necessity of a further hearing.
(PG&E National Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., 609/392-0900)    


PHARMCHEM INC: Fails to Maintain Nasdaq Min. Listing Requirement
----------------------------------------------------------------
PharmChem Inc. (Nasdaq:PCHM) announced that on July 11, 2003, the
Company received a Nasdaq Staff determination letter stating that
it had evidenced compliance with the $1 million minimum market
value requirement for its publicly held shares, as required by
Marketplace Rule 4310(c)(7) for continued listing on the Nasdaq
SmallCap Market. However, the Company is no longer in compliance
with the $1 minimum bid price requirement as set forth in
Marketplace Rule 4310(c)(4). The Company had previously been
provided until July 7, 2003 to regain compliance with the $1
minimum bid price rule.

The Company will appear at a hearing today before a Nasdaq Listing
Qualification Panel, to review the Staff determination. The
request for a hearing stays the delisting of the Company's
securities, pending a hearing by the Panel. There can be no
assurance the Panel will grant the Company's request for continued
listing on the Nasdaq SmallCap Market.

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

                         *    *    *

               Liquidity and Capital Resources

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

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

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

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

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

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


PHILIP MORRIS: Ill. Appeals Court Says $6 Bil. Bond Insufficient
----------------------------------------------------------------
The Illinois Fifth District Court of Appeals ruled this week that
Madison County Circuit Court Judge Nichols G. Byron exceeded his
authority in reducing the bond Philip Morris USA must post to stay
enforcement of the $10.1 billion judgment in the Price (f/k/a
Miles) v. Philip Morris, Cause No. 00-L-112 (Ill. Cir. Ct.), class
action lawsuit, and sent the issue back to the trial court for
further consideration.  The Appeals Court also granted an order
staying enforcement of the Price judgment for an additional 30
days while the bonding issue is on remand.  

"Philip Morris USA believes the rules regarding bonds are clear,
the facts in this case are clear and the Supreme Court's own
precedents are clear: we continue to believe that Judge Byron
clearly had the authority to set a bond in an amount that protects
the company's right to appeal, the Price class' financial
interests during that appeal and the states' entitlement to
receive substantial payments under the Master Settlement
Agreement.

"This is a matter of critical importance, not only for Philip
Morris USA but for any defendant facing a lawsuit in Illinois. The
company believes it is in the interest of all concerned parties to
have the Illinois Supreme Court determine what its rules actually
mean," said William S. Ohlemeyer, Philip Morris USA vice president
and associate general counsel.

Mr. Ohlemeyer said it is appropriate for the matter to be taken up
by the Illinois Supreme Court, which is the judicial body that
establishes, interprets and oversees the Rules of Court.

                 The Modified Supersedeas Bond

Judge Byron initially ordered the company to post a $12 billion
bond in order to stay enforcement of his $10.1 billion verdict,
but after lengthy closed-courtroom hearings in April, directed
Philip Morris to:

    * deposit four cash payments:

         -- $200,000,000 in September 2003,
         -- $200,000,000 in December 2003,
         -- $200,000,000 in March 2004, and
         -- $200,000,000 in June 2004,

      with the Clerk of the Madison County Circuit Court;

    * place an existing $6 billion 7% long-term note issued
      by Altria Group, Inc., to Philip Morris USA in April 2002,
      into escrow with an Illinois financial institution; and

    * deposit the semi-annual $210 million interest due on the
      intercompany note into the escrow account, beginning
      October 1, 2003.

If Philip Morris prevails in its appeal from the Price Judgment,
all of the money, plus accrued interest, less a to-be-determined
administrative fee, is returned to the Company.

With Philip Morris' agreement not to pursue any appeal of this
bonding requirement, Judge Byron holds that this atypical bond
will be sufficient to secure payment of the Judgment all the way
to the U.S. Supreme Court.

Stephen Tillery, Esq., at Korein and Tillery and Michael Brickman,
Esq., at Richardson, Patrick, Westbrook & Brickman in Charleston,
South Carolina, representing the Plaintiff Class, appealed the
modified bond order because they contended it was insufficient to
protect the financial interests of the class during the course of
the appeal and that, by rule, Judge Byron had no discretion to
reduce the bond required.  At issue is Illinois Supreme Court Rule
305(b) that states, in part, "on notice and motion, and an
opportunity for opposing parties to be heard, the [trial] court
may stay the enforcement of any judgment . . . conditioned upon
such terms that are just."  The Plaintiff Class' lawyers say a
cash or near-cash bond -- anything more certain than a note
payable by the defendant's parent company -- is what's required.,

"Judge Byron balanced the financial condition of the company with
the financial interests of the plaintiffs and ordered a bond be
posted that Philip Morris USA believes, while onerous to the
company, is in full compliance with the letter and the spirit of
the Illinois Supreme Court bonding rules.

"Neither Philip Morris USA nor any other company in this country
can secure a $12 billion bond to stay enforcement of a $10.1
billion judgment. The entire bonding capacity in the United States
is a fraction of that amount," Mr. Ohlemeyer says.

"This decision seriously jeopardizes Philip Morris USA's due
process rights to pursue its appeal under both the Illinois and
United States constitutions. The company will pursue every legal
remedy available to have this decision overturned," he added.

Philip Morris is taking the bonding issue to the Illinois Supreme
Court for review.  George Lombardi, Esq., and Jeffrey Wagner,
Esq., at Winston & Strawn serve as national defense counsel to
Philip Morris.

                       Appeal on the Merits

In the trial court, Philip Morris denied it did anything wrong and
raised 27 affirmative defenses.  Judge Byron rejected and
dismissed each one.  On June 11, 2003, the Illinois Supreme Court
declined to accept a direct appeal of the $10.1 billion verdict
against Philip Morris.  Philip Morris will take its arguments
about why the verdict should be reversed and why the Price class
should be decertified to the Illinois Court of Appeals for the
Fifth District.  

Philip Morris initiated an appeal on the merits, challenging the
multi-billion judgment, on Monday, July 7, 2003, and asked the
Fifth District to impose a fast-track, four-month, no-extensions-
allowed briefing schedule.  Philip Morris places two major issues
before the Fifth District for review:

     (A) Federal Preemption.  The Federal Cigarette
         Labeling and Advertising Act, 15 U.S.C. Sec. 1331,
         et seq., sets forth the precise warning that must
         be printed on each package of cigarettes sold in
         the United States, and in advertisements for those
         cigarettes.  The Federal Trade Commission
         regulates, and enforces, what may and may not be
         said in cigarette advertising.  Other courts,
         including the U.S. Supreme Court, have ruled that
         the federal labeling law prohibits states from
         requiring additional warnings, including those
         suggested by the plaintiffs in the Price case.  
         Philip Morris says that Judge Byron's conclusion
         that it has an "independent duty not to deceive
         under state law" improperly conflicts with FTC
         regulations and policies.  

     (B) Improper Class Certification.  Federal and state
         courts have almost uniformly rejected class
         actions in cigarette cases.  Since the landmark
         Castano decision in 1996, courts have rejected
         class actions in 27 separate decisions, while
         allowing only three cases to go to trial.  


                         R.J. Reynolds

Korein and Tillery and Richardson Patrick have a carbon copy
lawsuit against R.J. Reynolds Tobacco Company and R.J. Reynolds
Tobacco Holdings, Inc., pending before Judge Moran in Madison
County.  That case, captioned Turner v. R.J. Reynolds (a/k/a
Wallace v. R.J. Reynolds), Cause No. 00-L-113 (Ill. Cir. Ct.), was
tendered to the Madison County clerk a minute after the Price
complaint was filed and assigned to Circuit Judge George J. Moran.  

The RJR lawsuit is scheduled to go to trial on October 6, 2003, on
behalf of a class comprised of all persons who purchased Doral
Lights, Winston Lights, Salem Lights and Camel Lights, in
Illinois, for personal consumption, from the first date that the
tobacco companies sold those brands through November 14, 2001.  

RJR denies all of the Turner Plaintiffs' substantive allegations
and asserts 16 separate defenses.  Daniel F. Kolb, Esq., Anne
Berry Howe, Esq., and Matthew B. Stewart, Esq., at Davis, Polk &
Wardwell, represent R.J. Reynolds Tobacco Holdings, Inc., and
Elizabeth Grove, Esq., Mark A. Belasic, Esq., and Sean P.
Costello, Esq., at Jones, Day, Reavis & Pogue represent R.J.
Reynolds Tobacco Co.  

                       Brown & Williamson

The Tillery-Brickman Duo has a third lawsuit concerning light
cigarettes on the Madison County docket: Howard v. Brown &
Williamson, Cause No. 00-L-136 (Ill. Cir. Ct.), filed August 2,
2002.  

The B&W case is scheduled for trial on March 29, 2004.  Circuit
Judge Matoesian certified a class on Dec. 18, 2001, of all
purchasers of Misty Lights, GPC Lights, Capri Lights and Kool
Lights in Illinois for personal consumption from the first date
that the tobacco companies sold those brands through December 18,
2001.

William E. Hoffman, Esq., W. Randall Bassett, Esq., Barry Goheen,
Esq., and Gordon Smith, Esq., at King & Spaulding and Frank N.
Gundlach, Esq, at Armstrong Teasdale, LLP, represent B&W.  

The three lawsuits were filed separately in February 2001 in the
Circuit Court of Madison County, Illinois.  The Plaintiffs allege
that the Three Tobacco Companies:

   (A) falsely represented that their "light" cigarettes deliver
       lowered tar and nicotine in comparison to regular full-
       flavor cigarettes when in fact "light" cigarettes are by
       design not significantly lower in tar and nicotine than
       regular full-flavor cigarettes when actually smoked; and

   (B) intentionally manipulated the design of their "light"
       cigarettes in order to maximize nicotine delivery while
       falsely claiming that the "light" cigarettes have lowered
       tar and nicotine content.

The Tobacco Companies deny they have done anything wrong.  The
Plaintiffs want refunds of the purchase price paid for light
cigarettes for violation of Illinois false advertising and
consumer fraud laws.

Enid Sterling and Aurora Fatima Antonio provide continuing
coverage about these three lawsuits in the Class Action Reporter.  
See http://www.beardgroup.com/class_action_reporter.htmlfor  
additional information about that Beard Group publication.


PLAINTREE SYSTEMS: Acquires 49% Interest in Manufac. Partnership
----------------------------------------------------------------
Plaintree Systems Inc. (TSX: LAN; OTC BB: LANPF) announced the
acquisition of a 49% interest in a manufacturing partnership. In a
related transaction, Plaintree obtained a non-recourse credit
facility from a Canadian chartered bank in the amount of
CDN$20,300,000 to fund its required CDN$20,000,000 capital
contribution to the Partnership, to cover related acquisition
expenses and to fund its payment obligations under the proposal
approved by its creditors in July 2003. The only security for the
Credit Facility will be the Partnership Interest itself and the
Credit Facility will be repaid only from cash distributions from
the Partnership and not from Plaintree's general working capital.

As part of the these transactions, Plaintree completed an internal
restructuring of its operations, transferring primarily all of its
business, its tangible assets (other than its intellectual
property and its Partnership Interest) to a newly incorporated
wholly-owned subsidiary of Plaintree, 4178611 Canada Inc.  

Newco has also assumed all of the liabilities of Plaintree, except
for its liabilities to Targa Electronics Systems Inc. pursuant to
various credit facilities and its liabilities under the Credit
Facility. Newco will continue to carry on the former business of
Plaintree. This transfer was approved by the shareholders of
Plaintree at its Annual and Special Meeting held on May 6, 2003.

"We have been working on this opportunity now for over a year.
This arrangement now allows us to complete our final payment to
the creditors under our Proposal to Creditors and also allows for
additional minor funding." said David Watson, President and CEO of
Plaintree.

Ottawa-based, Plaintree -- http://www.plaintree.com-- founded in  
1988, develops and manufactures the WAVEBRIDGE series of FSO
wireless links using Class 1, eye-safe LED (Light Emitting Diode)
technology. Plaintree is publicly traded in Canada on The Toronto
Stock Exchange and in the U.S. on the OTC: Bulletin Board, with
90,221,869 shares outstanding.

Plaintree's December 31, 2002 balance sheet shows a working
capital deficit of about $700,000 and a total shareholders'
equity deficit of about $291,000.

                    Going Concern Uncertainty

As reported in Troubled Company Reporter's March 4, 2003 edition,
the Company's interim consolidated financial statements have
been prepared in accordance with Canadian generally accepted
accounting principles except that these interim consolidated
financial statements do not provide full note disclosure. These
interim consolidated financial statements are based upon
accounting principles consistent with those used in the annual
consolidated financial statements. Accordingly, these interim
consolidated financial statements should be read in conjunction
with the consolidated financial statements and notes thereto
included in the fiscal 2002 Annual Report.

The financial statements as of December 31, 2002 have been
prepared assuming that the Company will continue as a going
concern, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business and
pursuant to the Proposal to Creditors referred to in Note 5.
However, there is substantial doubt about the Company's ability
to continue as a going concern because of the Company's losses
during the current year of $2,849,046 and net loss of $972,378
for the three months ended December 31, 2002 and an accumulated
deficit of $97,405,531 at December 31, 2002. The Company's
continued existence is dependent upon the Company's ability to
raise additional capital, to increase sales, achieve profitability
and the agreement of Targa, its largest shareholder and secured
creditor, to not enforce its security. There are no assurances
that the Company will achieve such results and to date the Company
has not secured such funding, sales or agreements, either through
an equity investment or strategic partnership. The consolidated
financial statements do not include any adjustments related to the
recoverability and classification of recorded asset amounts or the
amount and classification of liabilities or any other adjustments
that might be necessary should the Company be unable to continue
as a going concern.


QUAIL PIPING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Quail Piping Products, Inc.
        4245 Kemp Blvd., Suite 306
        Wichita Falls, Texas 76308
        dba Quail Acquisition Corp.

Bankruptcy Case No.: 03-70583

Chapter 11 Petition Date: July 15, 2003

Court: Northern District of Texas (Wichita Falls)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Charles A. Dale, III
                  Gadsby Hannah, LLP
                  225 Franklin St.
                  Boston, MA 02110
                  Tel: 617-345-7000
                  Fax: 617-345-7050

Estimated Assets: $10 Million to $50 Million

Estimated Debts: $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Nichimen America Inc.       Trade Debt              $6,915,894
1345 Avenue of the Americas
New York, NY 10105
Glen Bettridge
Tel: 212-698-5155

Gemini Investors III Ltd.                           $2,300,000
Partnership
20 William Street
Wellesley Hills, MA 02481

Equistar Chemicals, LP      Trade Debt                $792,998
1221 McKinney St
Houston, TX 77010
Wanda Green
Tel: 713-309-4982

Solvay Polymers             Trade Debt                $617,535
3333 Richmond Avenue
PO Box 27328
Houston, TX 77098
Phil Crupper
Tel: 713-525-4180

American Maplan Corp.       Trade Debt                $545,976
823 South By-Pass
Box 832
McPherson, KS 57460-0832
Tel: 620-241-6843

Bubba Properties, LLC       Trade Debt                $400,000
2220 Duracrete Road
Magnolia, AR 71754

Polyone Corp.               Trade Debt                $334,649
2900 Shawnee Industrial Way
Suwanee, GA 30024
Michelle Fowler
Tel: 281-474-2831

Dow Chemical Company        Trade Debt                $296,366
#2817606 6000 Seldwood Road
Collage Park, GA 30349
Scott Crane
Tel: 989-636-2534

Nova Chemical Inc.          Trade Debt                $211,589

Lady Bug's Trucking, Inc.   Trade Debt                 $98,158  

Travelers Property          Trade Debt                 $86,178

Mohave County Treasurer     Taxes                      $75,612

Citizens Arizona Electric   Trade Debt                 $66,566  

Custom Rubber Extrusions    Trade Debt                 $48,623

Lewis Realty Trust          Trade Debt                 $58,188

Atofina Petrochemicals,     Trade Debt                 $56,318  
Inc.     

S&B Technical Products      Trade Debt                 $48,965

Swan Transportation         Trade Debt                 $51,785

The Distribution Group,     Trade Debt                 $56,809
Inc.


REGUS BUSINESS: Wants Plan Exclusivity Stretched Until Sept. 12
---------------------------------------------------------------
Regus Business Centre Corp., and its debtor-affiliates seek an
extension of the exclusivity periods from the U.S. Bankruptcy
Court for the Southern District of New York.  The Debtors want the
Court to extend the time period within which they have the
exclusive right to file a plan through September 12, 2003.  The
Debtors want to retain the exclusive right, until November 13,
2003, to solicit acceptances of that plan from creditors.

As of the Petition Date, the Debtors were parties to approximately
eighty-five nonresidential real property leases, which include
office leases and other unexpired agreements for use of non-
residential real property.

The Debtors have, since the Petition Date, been required to focus
their attention on the renegotiation of the terms of many of their
Leases, obtaining debtor-in-possession financing, and numerous
ongoing operational issues, including the expedited preparation of
their schedules of assets and liabilities and statements of
financial affairs.

At a hearing held on June 26, 2003, the Court approved the
Debtors' motion to assume 47 of the Leases.  The Debtors, and have
now received judicial approval of the renegotiation of a large
percentage of their lease portfolio.  However, approximately 27
lease amendments are currently in the process of either advanced
negotiation or documentation.  Of the 27 remaining Leases for
which negotiations are outstanding, 16 are with one landlord.
While the Debtors remain hopeful that they will be able to resolve
these outstanding negotiations shortly, Debtors require the relief
requested herein so that they may concentrate on the completion of
the lease renegotiation process without the distraction of
defending themselves from competing plans of reorganization.

The central business of these Debtors revolves around their lease
obligations, such that there cannot be a business model for a plan
of reorganization until Debtors are in a position to know what
their lease obligations will be upon emergence from bankruptcy.
Thus, Debtors believe that the Lease Renegotiation Program must be
much closer to complete before they can submit a plan and
disclosure statement for Court and creditor approval. Debtors'
Leases of non-residential real property are critical to the
operation of Debtors' business and are the core agreements to be
dealt with in Debtors' plan of reorganization. As such, Debtors
need adequate time to reasonably renegotiate these Leases in order
to preserve the estate assets.

The Debtors have been diligently working with their landlords in
order to renegotiate and restructure their obligations under the
Leases. As a result, Debtors have made considerable progress in
lease negotiation, the main thing to be done in these Chapter 11
Cases. At the same time, Debtors have been operating their
businesses in a manner designed to maximize the possibility of a
successful reorganization.

In addition to the determination of the lease obligations of the
reorganized entity upon emergence, in order to structure a plan of
reorganization, the Debtors must also be in a position to quantify
and classify the claims of their creditors.

Since the Claims Bar Date, the Debtors continue to work on the
process of analyzing the claims so that they may have a realistic
understanding of the obligations to be addressed and/or satisfied
through the plan process.

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


ROSSBOROUGH-REMACOR: Case Summary & 20 Largest Unsec. Creditors
---------------------------------------------------------------
Lead Debtor: Rossborough-Remacor, LLC
             33565 Pin Oak Parkway
             Avon Lake, Ohio 44012
             dba Magtech, LLC

Bankruptcy Case No.: 03-18020

Type of Business: Producer of additives used to deoxidize,
                  desulfurize and condition steel slag

Chapter 11 Petition Date: June 18, 2003

Court: Northern District of Ohio (Cleveland)

Judge: Randolph Baxter

Debtor's Counsel: Diana M. Thimmig, Esq.
                  Arter & Hadden LLP
                  925 Euclid Avenue
                  Huntington Bldg #1100
                  Cleveland, OH 44115-1475
                  Tel: 216-696-1100

Total Assets: $18,709,681

Total Debts: $22,644,854

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Chiti, Inc./China-East      Trade Supplier          $2,734,250
Resources
3950 14th Avenue
Suite 204
Markham. ONT 13R OA9
Canada
Jimmy Huang
Tel: 905-470-1889

Hebi Jianchai Smelting Co.  Trade Supplier          $2,678,899        
Ltd.
Donghuan Road
Hebi City, Henan
PRC
Ling Ting Gao
Tel: 716-667-2413

Fortune Magnesium           Trade Supplier          $1,289,200   
No. 4 Husixcin Dongjie
Chaoyang Dist
Beijing
People's Republic of China
10 00 29
Gao Xianming

Apple Alum (USA) Corp.      Trade Supplier            $642,000
22 Rio Vista Drive
Allendale, NJ 07401   
Jefferson Tiu
Tel: 201-236-8563

Magscape Taiyuan Magnesium  Supplier                  $381,386
Co. Ltd. (affiliate)
Room 9003
Yifeng Bldg. No. 246
Fuxi St. Taiyuan 5HA NXI
China 0300

Danieli Corus Canada Inc.   Supplier                  $381,386
4210 South Service Road
Burlington, ONT L7L 4X5
Canada
L. Rinaldo
Tel: 905-332-0900

GE Capital Railcar          Lease of Railcars         $283,281
Services    
PO Box 74699
Chicago, IL 60675-4699
Jan Marino
Tel: 312-853-5289

Solimin Magnesium Corp.                               $261,057
c/o Northfork Bank
65 North Main Street
New City, NY 10956

Sinochem Tianjin Import     Mag Supplier              $230,625    
& Export Corp.            

Mgalloy, Inc.               Trade Supplier            $228,294

Fortress Trucking Ltd.      Hauling Services          $106,394

Midwest Transatlantic       Broker                     $93,204
Lines, Inc.     

Herman & Goetz, Inc.        Construction               $84,521

Carrie'res et Fours 'a                                 $80,000       
Chaux  

Pechiney World Trade USA,                              $77,959     
Inc.

Xstrata Magnesium Corp                                 $71,686       

Halaco Engineering Inc.                                $66,266    

Vickers, Daniels & Young    Legal Services             $63,354

Mississippi Lime Co.        Trade Supplier             $63,073

Hastle Mining & Trucking                               $55,994


ROYAL CARIBBEAN: Will Host Q2 Conference Call on July 28, 2003
--------------------------------------------------------------
Royal Caribbean Cruises Ltd. (NYSE:RCL) (OSE:RCL) has scheduled a
conference call with analysts for 10 a.m. Eastern time, Monday,
July 28, 2003, to discuss the company's second quarter financial
results. The call can be listened to by all interested parties at
the company's investor relations Web site,
http://www.rclinvestor.com Visual aids relating to the call will  
also be available at the Web site. A replay of the webcast will be
available at the same site for a month following the call.

Royal Caribbean Cruises Ltd. is a global cruise vacation company
that operates Royal Caribbean International and Celebrity Cruises,
with a combined total of 25 ships in service and three under
construction. The company also offers unique land-tour vacations
in Alaska, Canada and Europe through its cruise-tour division.
Additional information can be found on
http://www.royalcaribbean.com http://www.celebrity.comor  
http://www.rclinvestor.com

As reported in Troubled Company Reporter's May 8, 2003 edition,
Standard & Poor's Ratings Services assigned its 'BB+' rating to
Royal Caribbean Cruises Ltd.'s $250 million senior notes due 2010.

At the same time, Standard & Poor's affirmed its 'BB+' corporate
credit rating. The outlook is negative. At the end of Dec. 31,
2002, RCL, the world's second largest cruise company, had
approximately $5.4 billion in debt.


SAGENT TECHNOLOGY: Special Meeting Adjourned to July 21, 2003
-------------------------------------------------------------
Sagent (Nasdaq: SGNT.OB) announced that a quorum was not present
at Tuesday's Special Stockholders' Meeting and accordingly, the
Special Meeting was adjourned to July 21, 2003 as a result of a
delay in receipt of the Notice of the Special Meeting by many of
the stockholders of the Company.

The stockholders meeting will be held on July 21, 2003 at 2:00
p.m. local time, at the offices of Wilson Sonsini Goodrich &
Rosati, Professional Corporation, at 650 Page Mill Road, Palo
Alto, California.

Andre Boisvert, Chairman of the Board said, "It was determined
that due to delays in the mail, a large number of our stockholders
had not received the mailed Proxy materials in a timely fashion.
We therefore took an action to adjourn the meeting until July 21,
in order for our stockholders to have additional time to cast
their votes."

Proxy Cards should be completed in accordance with the
instructions in the Proxy Statement and should continue to be
voted telephonically, electronically or sent by return mail in the
postage-prepaid envelope provided to be received by our mailing
agent no later than 9:00 a.m. July 21st.

At the meeting, the stockholders will be asked to vote on the
following three proposals:

1. To approve the proposed sale of all of Sagent's operating
   assets to Group 1 Software, Inc., described in more detail in
   the proxy statement.

2. To approve the Plan of Complete Liquidation and Dissolution of
   Sagent Technology, Inc.

3. Following consummation of the asset sale in Proposal 1, to
   amend Sagent's Amended and Restated Certificate of
   Incorporation to remove the name "Sagent".

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

If the sale of assets and dissolution is approved at the special
stockholders meeting, the closing of the sale will be held
promptly following the stockholders meeting, and the dissolution
is expected to be completed by year-end, at which point
distribution would be paid out to the shareholders as described in
the proxy statement. If the sale of assets and dissolution is not
approved at the special stockholders meeting, the $7 million loan
from Group 1 will be due on July 31, 2003, and Sagent will not be
in a position to make the payment. At that point, Group 1 would
have the right to declare an event of default, exercise its
remedies as a secured creditor and commence a foreclosure sale. If
this were to happen, it is uncertain what amount, if any, would be
received upon the sale of our assets and if there would be any
funds available to distribute to stockholders.

Sagent has fixed the close of business on May 28, 2003 as the
record date for determining stockholders entitled to notice of,
and vote at, the Special Meeting. Information regarding the
identity of the persons who may, under SEC rules, be deemed to be
participants in the solicitation of stockholders of Sagent in
connection with the transaction, and their direct and indirect
interests, by security holding or otherwise, in the solicitation
is set forth in the proxy statement as filed by Sagent with the
SEC.

Sagent Technology, Inc.'s March 31, 2003 balance sheet shows a
working capital deficit of about $8 million, while its total
shareholders' equity dwindled to about $1.7 million from $6.3
million recorded three months ago.


SEA CONTAINERS: Moody's Cuts Several Note Ratings after Review
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Sea Containers
Ltd. Ratings outlook is negative.

Downgraded Ratings                                  To       From

   * $115 million 10.75% Sr. Notes due 2006         B3        B1
   * $150 million 7.875% Sr. Notes due 2008         B3        B1
   * $98 million 12.5% Sr. Sub. Notes due 2004      Caa1      B2
   * Senior implied                                 B2        B1
   * Issuer rating                                  B3        B1

The downgrades conclude the ratings review Moody's started on
December 2002. The actions reflect the company's high debt levels,
weak cash flow and weak operating performance. These are however
offset by the company's fixed asset base, its position in certain
markets and improving financial performance.

It is also Moody's concern that "near-term debt maturities will
not be covered by the company's current level of operating cash
flows, and that additional asset sales or refinancing may be
required to meet debt obligations."

Sea Containers Ltd., a Bermuda registered Company but
headquartered in London, U.K., is engaged in passenger
transportation activities, marine container leasing, and the
leisure business.


SHAW GROUP: S&P Cuts Credit Rating to BB Following 2003 Guidance
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured bank loan ratings on The Shaw Group Inc. to
'BB' from 'BB+'. At the same time, Standard & Poor's also lowered
its senior unsecured debt rating on the Baton Rouge, La.-based
construction firm to 'BB-' from 'BB'.

All ratings were placed on CreditWatch with negative implications.

The rating actions follow the company's announcement that it has
again lowered 2003 earnings and cash flow guidance, as well as
lowering its 2004 earnings guidance, because of weaker-than-
expected profitability from its pipe fabrication business,
continued poor demand in the domestic power market, and the
inability to generate funds from a few troubled projects with
financially distressed clients. Although Shaw kept its 2004 free
cash flow guidance in the $90 million-$110 million range, guidance
is now highly contingent ($56 million-$63 million) on asset sales.

At May 31, 2003, Shaw Group had approximately $726 million in
total debt (including the estimated present value of operating
leases) outstanding.

"Shaw's comments imply that it will come close to breaking at
least two financial covenants under its bank credit agreement for
at least the next five quarters, as well as being in a weaker
position to manage the expected put on its remaining LYON note
issue in May 2004, which the company has estimated at $268
million," said Standard & Poor's credit analyst Joel Levington.
"With regard to bank covenants, Shaw has a minimum EBITDA test of
$135 million, compared to 2003 guidance of $140 million-$145
million, and 2004 EBITDA expectations of $140 million-$150
million."

Given the new forecasts, it looks like Shaw, more likely than not,
will need to obtain funds from the capital markets to at least
maintain a more reasonable level of financial flexibility
appropriate for a multibillion-dollar global construction company.
Obtaining additional resources may prove challenging and costly,
given Shaw's reduced near- and intermediate-term outlook, the 11%
yield on its unsecured notes issuance rated in February 2003, and
its low stock price.

Standard & Poor's will meet with management to discuss its
options, plans, and timing to manage through the likely put on its
LYON, its strategies for liquidity following the put, and the
steps it is taking to improve its cost structure and operating
margins, before taking a further ratings action. Standard & Poor's
currently views downside ratings risk from this CreditWatch as
likely limited to one notch.


SMITHFIELD FOODS: S&P Puts BB+ Ratings on CreditWatch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+' corporate
credit rating and senior secured notes ratings on leading hog
producer and processor Smithfield Foods Inc., on CreditWatch with
negative implications. The 'BB' senior unsecured and 'BB-'
subordinated debt ratings on Smithfield Foods were also placed on
CreditWatch with negative implications.

The Smithfield, Virginia-based company had about $1.7 billion of
total debt outstanding at April 27, 2003. The CreditWatch listing
follows the company's announcement that it has agreed to acquire
substantially all of the assets and certain liabilities of
Farmland Industries Inc.'s pork production and processing business
for about $363.5 million. According to Farmland's release, the
agreement is subject to court approval as a "stalking horse" bid
and will be the basis for an auction process involving parties
interested in purchasing Farmland Foods.

"It is Standard & Poor's expectation that the transaction will be
financed with a combination of debt and equity, in a manner that
would not hurt the credit protection measures for the current
rating," said credit analyst Ronald Neysmith. "The transaction is
expected to close within 75 days. Upon Smithfield's completion of
an expected sizable equity offering to help fund the acquisition,
the ratings on the company would be affirmed. Failure to complete
an offering in a timely manner would potentially result in a
ratings downgrade or affirmation."

Standard & Poor's will closely monitor the auction process,
Smithfield's progress in raising equity financing, and
management's integration strategies.

Smithfield Foods is the leading processor and marketer of fresh
pork and processed meats in the U.S. The company is also the
largest producer of hogs.


SPIEGEL GROUP: Asks Court to Fix October 1, 2003 Claims Bar Date
----------------------------------------------------------------
The Spiegel Inc., and its debtor-affiliates are currently taking
steps toward formulating a consensual reorganization plan.  But to
enable them to formulate a plan and commence negotiations with
their creditors, the Debtors must ascertain the number, amount,
nature and character of all claims against their estates.

Section 501 of the Bankruptcy Code and Rule 3003(c) of the Federal
Rules of Bankruptcy Procedure govern the filing of proofs of
claim.  Bankruptcy Rule 3003(c)(2) requires that proofs of claim
be filed by all persons or entities whose claims:

    -- do not appear on the Schedules; or

    -- are listed in the Schedules as disputed, contingent or
       unliquidated.

Under Bankruptcy Code Section 1111(a), a proof of claim will be
deemed filed for any claim that appears in a debtor's schedules
and is not listed as disputed, contingent or unliquidated.  In
addition, Bankruptcy Rule 3003(c)(3) provides that the Court may
set a deadline by which proofs of claim must be filed in Chapter
11 cases.

In accordance with applicable rules, the Debtors want to establish
October 1, 2003 as the last date by which certain creditors must
file claims against them.  The proposed Bar Date is more than 180
days after the Petition Date.

Governmental units may also be subject to the Bar Date and to
related procedures approved by the Court.

The Bar Date does not apply to these categories of claims or
interests:

    (a) Administrative Expenses

        Administrative expenses allowable under Section 507(a) of
        the Bankruptcy Code need not be filed at this time, except
        for administrative expenses relating to an executory
        contract or unexpired lease that has been or will be
        rejected by the Debtors.  A separate bar date may be set
        in the future for the filing of administrative expenses
        and all parties-in-interest will be given separate notice
        of any administrative expense bar date.

    (b) Properly Scheduled Claims

        Any creditor (i) whose claim is listed in the Debtors'
        Schedules, (ii) whose claim is not listed as contingent,
        unliquidated or disputed and (iii) who does not dispute
        the listed amount or classification of its claim will not
        be required to file a proof of claim by the Bar Date
        because its claim is deemed to have been filed.  However,
        Scheduled Creditors will receive a proof of claim form
        that indicates how their claims have been scheduled.

    (c) Previously Filed Claims

        Any person who has already properly filed a proof of claim
        will not be required to re-file proof of its claim.

    (d) Interests

        The Bar Date does not apply to the filing of proofs of
        equity interest in Spiegel or any other Debtor.  However,
        any equity security holder that has a "claim" arising out
        of the ownership of an equity interest in Spiegel, or
        arising out of the purchase or sale of the interest, must
        file the claim by the Bar Date.

    (e) Previously Allowed Claims

        Any person whose claim has been previously allowed by a
        Court order will not be required to file a proof of
        claim by the Bar Date.

    (f) Claims That Have Been Paid

        Any person whose claim has been previously paid by the
        Debtors will not be required to file a proof of claim by
        the Bar Date.

    (g) Claims Against Non-Debtor Affiliates

        Any entity that holds a claim solely against First
        Consumers National Bank or any other non-debtor affiliate
        will not be required to file a proof of claim by the Bar
        Date.

Claims relating to executory contracts or unexpired leases that
have been rejected by the Debtors must be filed on or before the
later of:

   (i) 30 days after the effective date of the rejection of the
       executory contract or unexpired lease;

  (ii) 30 days after the date of the entry of a Court order
       approving the rejection of the executory contract or
       unexpired lease; or

(iii) the Bar Date.

                         Notice Procedures

By July 23, 2003, the Debtors' claims agent, Bankruptcy Services,
LLC, will mail a bar date package, by first class mail, postage
prepaid, to:

    -- The Office of the United States Trustee for the Southern
       District of New York,

    -- The District Director of Internal Revenue Service for the
       Southern District of New York,

    -- The counsel for the Official Committee of Unsecured
       Creditors,

    -- The agent for the Debtors' postpetition lenders,

    -- All known holders of claims, including those listed on the
       Schedules at the addresses stated,

    -- All record holders of stock in the Debtors as of March 17,
       2003, and

    -- All persons or entities requesting notice pursuant to Rule
       2002 of the Federal Rules of Bankruptcy Procedure.

The Bar Date Package will consist of:

    * A copy of the Bar Date Notice,
    * A Proof of Claim Form, and
    * An instruction sheet for completing and filing the Proof of
      Claim Form.

The Debtors will also publish a copy of the Bar Date Notice, at
least one time, in The New York Times, The Wall Street Journal,
and USA Today at least 20 days before the Bar Date.

                    How to File a Proof of Claim

Creditors and interest holders are required to deliver the Proof
of Claim Form:

    -- If sent by regular mail, addressed to:

              United States Bankruptcy Court
              Southern District of New York
              Bowling Green Station
              P.O. Box 5129
              New York, NY 10004-5129

    -- If filed in person or by courier service or hand delivery,
       to:

              United States Bankruptcy Court
              Southern District of New York
              One Bowling Green, Room 534
              New York, NY 10004-5129

The Form must be appropriately completed and signed, so as to be
received by the Bar Date, or other applicable date.  The Debtors
will not accept Proof of Claim forms sent by facsimile or
telecopy.  All Proofs of Claim will be deemed timely filed only
if actually received by the Court by the Bar Date or other
applicable date.

All Proofs of Claim also must specifically identify the particular
Debtor against which the claim is asserted.  All creditors
asserting claims against more than one Debtor must file separate
Proof of Claim Forms against each Debtor.  Otherwise, the claims
will be deemed improperly filed pursuant to Bankruptcy Rule
3003(c).  The Debtors further advise that, in the event they amend
or supplement the Schedules, they will give notice of the
amendment or supplement to the affected claimholders.  This will
afford those claimholders an extension of 30 days from the date
the notice is given to file a proof of claim, if necessary, or be
forever barred. (Spiegel Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


STEWART FINANCE: Georgia Court Sets Appeal Hearing on Tuesday
-------------------------------------------------------------
The Georgia Court of Appeals will hear arguments in the Stewart
Finance case on July 22, 2003, at 9:30 a.m. The case was filed
last year by lawyers from the Atlanta Legal Aid Society, AARP and
the firm Bondurant, Mixon & Elmore LLP on behalf of a collection
of mostly elderly and disabled plaintiffs who received small,
short-term, high-interest cash loans from Stewart Finance Company.

The suit alleges that Stewart, after taking control of the
borrowers' bank accounts, began debiting the accounts for
miscellaneous surcharges and for worthless insurance and auto club
memberships that the borrowers neither requested nor wanted.
Former governor Roy Barnes is serving as co-counsel for the case;
Jeffrey Bramlett of Bondurant, Mixon & Elmore LLP is arguing the
appeal.

Stewart's lawyers filed the appeal in December 2002 after the
Superior Court rejected their motion to compel arbitration of the
claims -- a motion that sought to uphold one of the many
inequitable clauses in the contracts Stewart loan officers had
borrowers sign. Stewart's original loan contracts contained one-
sided mandatory binding arbitration clauses. Under the terms of
the contracts, the consumers would have to pay exorbitant
arbitration fees in order to proceed with any claims, and some of
the arbitration proceedings would have to take place in Union
Point, where Stewart is mayor.

The original lawsuit charges that Stewart Finance embeds the
secret arbitration provisions in its documents "[to] evade law
enforcement and regulatory scrutiny of [its] overreaching, illegal
and improper" business conduct in an attempt to prevent consumers
from bringing any disputes to court. The decisions of the Superior
Court, if upheld, will give the plaintiffs their day in court. If
the plaintiffs win on appeal, the attorneys will begin to prepare
for trial on the legality of Stewart's practices.

Stewart Finance Company recently filed for Chapter 11 bankruptcy.


SUMMIT NATIONAL: Settles Court Proceedings with Walter Davis
------------------------------------------------------------
Summit National Consolidation Group, Inc. (Pink Sheets:SMNC) has
settled court proceedings with Walter Davis and the full
recognition of the board of directors under CEO Mario Quenneville.

"This is a watershed event in the history of the company," said
Mario Quenneville, President and CEO of SMNC. "The will of the
shareholders has been realized, true authority of the company has
been recognized, the bankruptcy has been proclaimed false and the
proceedings have ended. We can concentrate solely on the business
of the company; I want to capture five percent of the wipes market
in the United States this year."

SMNC and Walter Davis agree the shareholders meeting in
Clearwater, Florida on May 28, 2003 was duly noticed, called and
held, and resulted in the shareholders validly ratifying the
shareholder actions taken August 15, 2002, replacing the previous
Board of Directors of SMNC except Walter Davis with a new Board of
Directors consisting of Mario Quenneville, Laurie Kay Quenneville,
Michael Ciaramello, and Frank Ciaramello and validly removing all
existing officers of Summit. The new Board of Directors appointed
Mr. Quenneville as President and CEO of Summit.

All members of Walter Davis' Group resign all offices and
directorships held in SMNC and its subsidiaries. The Davis Group
withdraws opposition to the pending Motion to Dismiss the
proceeding for relief under Chapter 11 of the Bankruptcy Code, and
its motion for confirmation of the proposed Chapter XI plan.

Additionally, Walter Davis shall surrender and release a $90,000
promissory note, payable to his order and executed by him for SMNC
and signed by Mr. Quenneville for Interlabs.


SUN HEALTHCARE: Completes Sale of SunScript Pharmacy to Omnicare
----------------------------------------------------------------
Omnicare, Inc. (NYSE: OCR), a leading provider of pharmaceutical
care for the elderly, and Sun Healthcare Group, Inc. (OTC:
SUHG.OB), one of the nation's largest providers of long-term,
subacute and related specialty healthcare services, announced that
Omnicare has completed the acquisition of the SunScript pharmacy
services business from Sun Healthcare.

As announced on June 17, 2003, Omnicare agreed to acquire
SunScript for total consideration of up to $90 million in cash, of
which $75 million was paid at closing and up to $15 million is
payable post-closing, subject to reduction.

As previously announced, Omnicare expects that the SunScript
business acquired will generate revenues of approximately $180
million on an annualized basis (excluding revenues from Sun
Healthcare facilities that are being turned over to facility
landlords as part of Sun Healthcare's previously announced
restructuring). Omnicare expects that the transaction will be
accretive to its earnings in 2003 and beyond. Omnicare noted that
with the economies of scale and cost synergies it expects to
achieve, beginning with a modest positive contribution to earnings
in the fourth quarter of 2003, the transaction is anticipated to
perform in line with other recently completed Omnicare
acquisitions.

The SunScript pharmacy services business, based in Albuquerque,
New Mexico, provides pharmaceutical products and related
consulting services for skilled nursing and assisted living
facilities comprised of approximately 43,000 beds located in 19
states (excluding beds in Sun Healthcare facilities that are being
divested). SunScript serves these facilities through its network
of 31 long-term care pharmacies. SunScript also operates specialty
pharmacy businesses for patients suffering from diabetes and
chronic respiratory diseases.

"We are pleased to complete the acquisition of SunScript and are
looking forward to the integration of our pharmacy organizations,"
said Joel F. Gemunder, Omnicare's President and Chief Executive
Officer. "The combination will create strategic as well as
financial benefits as our geographic presence and business mix are
enhanced and as we add substantial Omnicare resources to the
SunScript pharmacy business, including our broad array of clinical
programs, enhancing the services provided to SunScript's client
facilities and the residents they serve."

Richard K. Matros, Chairman and Chief Executive Officer of Sun
Healthcare, said, "We are pleased to have reached the successful
completion of this transaction, which marks another step forward
in our restructuring plan. I am equally pleased that we were able
to take these steps with a transaction that will ensure that Sun
Healthcare facilities and residents continue to receive high-
quality pharmacy services, now backed by Omnicare's national
resources and support."

Headquartered in Irvine, California, Sun Healthcare Group, Inc.
owns many of the country's leading healthcare providers. Through
its wholly owned SunBridge Healthcare Corporation subsidiary and
certain affiliated companies, Sun operates more than 157 long-term
and post-acute care facilities in 20 states. In addition, the Sun
Healthcare Group family of companies provides high quality
therapy, home care and other ancillary services for the healthcare
industry. For further information about the company, visit
http://www.sunh.com

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. For further information about the company,
visit http://www.omnicare.com


SUNBLUSH: Shareholders Approve Sale of Interest in Access Flower
----------------------------------------------------------------
The SunBlush Technologies Corporation announce that the
resolutions placed before the Annual General Meeting with regard
to Directors and the ratification of all business for the past
year was approved almost unanimously. As previously advised Messrs
Matt McBride and Jeffrey Deacon have resigned from the Board and
the resolutions with regard to their reelection were not placed
before the meeting.

The meeting was advised that the Head Office of the Company is
being relocated to Vancouver from Toronto.

After the AGM there was an Extraordinary General Meeting to
approve the sale of SunBlush's 50% ownership in Access Flower
Trading Inc. There was almost a 50% increase in the number of
attendance and proxies at the EGM, than the AGM, with 99.98% of
the members present and in proxy voting in favor of the sale of
the Access position.

Mr. Rob Hanson advised the meeting that following the decision to
relocate the Head Office of the Company back to Vancouver he was
tendering his resignation as President and Director of the
Company. At a Board meeting following the AGM and EGM, Dr Perry
Lidster, the Vice President, Research, Development & Operations,
was elected a Director and appointed President and Chief Operating
Officer of SunBlush. Also with the relocation of the Head Office
of the Company to Vancouver, Deb Battiston has resigned as Chief
Financial Officer of the Company, but will continue to assist from
Toronto during the transition period. Roy Robinson was reconfirmed
as Corporate Secretary of the Company.

The SunBlush Technologies Corporation is a leading provider of
life extension technology to the high growth Fresh Produce and
Flower Industry and uses its technological leadership to pursue
licensing opportunities. The Company's patented technologies
naturally place produce in a state of hibernation while it is
being shipped, and extends the shelf life of fresh produce,
flowers and juices, thereby enabling economic distribution of
premium quality vine-ripened fruit and vegetables. The Company's
network of R&D relationships, which include the University of
British Columbia, Bar Ilan University, and the University of
Newcastle New South Wales, focuses on building features that will
appeal to SunBlush's customers in order to gain a competitive edge
in the marketplace. The company continues to pursue licensing
opportunities through grower/processor channels as a way of
maximizing the distribution for its technologies.

At December 31, 2002, SunBlush's balance sheet shows a working
capital deficit of about $2 million, and a total shareholders'
equity deficit of about $3 million.


TENERA INC: Board Proposes Plan of Dissolution and Liquidation
--------------------------------------------------------------
TENERA, Inc.'s (AMEX:TNR) Board of Directors is proposing a plan
of dissolution for ratification and approval by its shareholders
at a Special Meeting of shareholders scheduled to be held in
September 2003. The plan was approved by the Board of Directors,
subject to shareholder approval, on July 15, 2003. Accordingly, a
proxy statement will be prepared and distributed by the Company to
its shareholders recommending approval of the plan in advance of
the Special Meeting.

In reaching this decision, the Board considered that the Company
has been unable to return to profitable quarterly results since
the quarter ended September 30, 2000. The Company recorded net
losses of $4.8 million and $2.0 million in 2002 and 2001,
respectively. The Company's businesses have been adversely
affected by the general economic downturn in the United States
over the past couple of years. The economic slowdown, combined
with the "melt-down" of the fortunes of the power-generating and
power-trading industry, has resulted in less demand for new and
existing power plant capacity, which had a direct effect on the
Company's environmental consulting business. The economic slowdown
has also put budgetary pressure on the federal government, with
the result that certain programs of the Department of Energy in
which the Company participates have been constrained.
Additionally, the pressure of corporate cost-cutting by many U.S.
corporations has resulted in reduced training opportunities for
the Company's e-Learning activities; many clients and potential
clients had not expanded their training activities to the levels
originally expected because of reduced manpower and/or lower
funding for training. Starting in 2001, responding to these
economic conditions, the Company took steps to reduce its cash
requirements through staff reductions, which further constrained
the Company's ability to develop its businesses.

Revenues have continued to decline over each succeeding quarter
until the revenue in the quarter ended December 31, 2002 totaled
less than 40% of the revenues in the third quarter of 2000. The
declines in revenue were spread across the Company's Professional
and Technical Services segment; however, it was most
characteristic of the substantial decline in services requested by
the Company's largest multi-year Professional and Technical
Services contract with the Department of Energy's Rocky Flats
Site. The decline in scope was consistent with budgetary pressure
on the DOE as well as shifting needs at the Site as the
remediation work was continuing along towards scheduled completion
in 2006. As reported previously, management anticipated that in
light of the current business environment, the Company would
experience further reduction in revenues expected to be recognized
in its Professional and Technical Services Segment during the
remainder of 2003.

The decrease in consolidated revenues during this period was only
slightly offset by the increase in e-Learning Segment activity;
however the increased revenues in that Segment came at a
significant cost in cash resources. Cash reserves were being
depleted to fund ongoing operating losses, since e-Learning
revenue was insufficient to cover expenses, such as costs of e-
Learning course and platform development, sales and marketing and
administration. Initial funding of the e-Learning Segment came
from the cash generated by the Company's Professional and
Technical Services Segment. As previously reported, management
believed that the cash expected to generated from the Professional
and Technical Services Segment would be insufficient to provide
funding necessary for further development of its e-Learning
Segment. Also as previously reported, the Company's efforts
seeking new lines of credit have been unsuccessful to date.

Due to declining revenues, net losses, and declining cash
balances, the Company's auditors issued "going concern" opinions
at the end of the 2001 and 2002 calendar years. There has been
uncertainty on how long the current downturn will last and when a
sustained recovery may occur. Any further decline in the clients'
markets or in general economic conditions would likely result in a
further reduction in demand for the Company's products and
services. Additionally, there has been a concern that the Company
may have difficulty in collecting outstanding trade receivables
from cash constrained clients, causing its own cash flow to be
adversely affected. Also, in such an environment, pricing
pressures could continue, negatively impacting gross margins.

The Company has made considerable efforts to identify and evaluate
strategic alternatives, including strategic partnerships. In June
2001, the Company's e-Learning subsidiary, GoTrain Corp. entered
into a five-year strategic partnership agreement with SmartForce
(now merged with SkillSoft) to co-develop and distribute ES&H and
regulatory content via the SmartForce internet platform. Under the
agreement, GoTrain retained ownership of its proprietary content
and shared in the revenue of any GoTrain content sold by
SmartForce. As part of the agreement, GoTrain was required to make
an initial and quarterly payment SmartForce for platform license
and maintenance, and integration of existing GoTrain content. In
late 2002, due to the lack of achieving expected revenue growth
over the first 18 months, GoTrain notified SkillSoft of a desire
to restructure the agreement.

Separately, GoTrain was able to raise $1.5 million in subordinated
debt in early 2002; however, the cash infusion proved insufficient
in light of slower than expected revenue growth. In the third
quarter of 2002, the Company sought unsuccessfully additional
external equity or working capital funding for the e-Learning
enterprise. As previously reported, although management believed
that the e-Learning segment has significant future potential, it
was unable to identify funding sources beyond what it had
previously raised in capital for that segment.

To address the diminishing cash resource generation within the
Professional and Technical Services Segment, management also
contacted numerous potential debt and equity financial investors,
including existing investors. However, such discussions failed to
generate necessary funding for the Company or its subsidiaries.
After completing their respective due diligence processes, all
potential and existing investors declined to enter into meaningful
negotiations.

As previously announced, the Board of Directors then concluded, in
light of the extensive and unsuccessful efforts to locate a
strategic or an investment partner for the Company, that it would
be in the best interest of the shareholders to pursue the
possibility of a merger, sale of assets or closure of the
operating subsidiaries, collectively or individually.

Management then contacted a number of companies that it thought
may have an interest in merging or purchasing assets from the
subsidiaries. Management attempted to schedule meetings with each
of the prospective parties and subsequently solicited indications
of interest from such parties.

The Company did not receive any expressions of merger interest
from the parties for the e-Learning business, but an offer was
received from its strategic partner, SkillSoft, for the e-Learning
assets. Although the offered proceeds were considered by the
Company to be a reasonable price for the assets sold, they did not
provide surplus working capital.

Similarly, the Company did not receive any expressions of merger
interest from the independent parties approached for the
Professional and Technical Services Segment's two subsidiaries:
TENERA Energy, LLC and TENERA Rocky Flats, LLC. Thereafter, late
in the first quarter of 2003, the Company reached agreement to
transfer the ownership and operations of management of Energy to
the former employees of the subsidiary. Late in the second quarter
of 2003, a Rocky Flats joint venture partner, The S.M. Stoller
Corporation, advised the Company that it was interested in
assuming the obligations of certain Professional and Technical
Services Rocky Flats site contracts and joint venture interests.

As a result of these three separate sets of negotiations, the
Company completed the sales of each of the subsidiary business
operations by June 30, 2003. On July 15, 2003, the Board
determined, based upon the expected net cash proceeds from the
completed sales and management's belief that the Company would not
be able to reduce expenses and personnel further, that the Company
would not able to fund the reestablishment of an operating entity
in order to profitably sell and market a product or service. The
Board also reviewed projected estimates of expenses associated
with an orderly liquidation of TENERA, as well as the cash on hand
as of June 30, 2003. Since the Company did not have any offers to
purchase the remaining non-operating assets at this time or to
terminate favorably its long-term obligations, the Company was
unable to effectively estimate the value of the net assets upon
liquidation. The Board also considered other bankruptcy
alternatives (such as provided for by the U.S. Bankruptcy Code)
but believed that such alternatives would likely result in higher
transaction costs and longer delays, further minimizing any
possible distributions to shareholders.

For these reasons, on July 15, 2003 the Board of Directors
concluded that the dissolution and liquidation would have the
highest probability of returning the greatest value to the
shareholders.

Also previously announced, the American Stock Exchange had
notified the Company that it does not meet certain of the
Exchange's continued listing standards. The Company had previously
responded that it was conducting a review of the alternatives
available to the Company. The Company now intends to submit an
amended response acknowledging the vote of the board of directors
to dissolve and fully liquidate and that it will not present a
plan that will meet the continued AMEX listing standards. The
Company can provide no assurance of an alterative market to the
AMEX for its outstanding shares.


TENET HEALTHCARE: Receives Subpoenas re Relocation Agreements
-------------------------------------------------------------
Tenet Healthcare Corporation (NYSE:THC) and several of its
subsidiaries received administrative subpoenas for documents from
the U.S. Attorney's office in Los Angeles.

The subpoenas primarily seek information about physician
relocation agreements since 1995 related to seven Southern
California hospitals owned by Tenet subsidiaries as well as
summary information about physician relocation agreements related
to all of its hospital subsidiaries.

The company said it does not know the scope or focus of the
investigation underlying the subpoenas, but said it would
cooperate with the requests.

Separately, the company expects a grand jury in San Diego to
return an indictment later this week against its Alvarado Hospital
Medical Center Inc., and, possibly, Alvarado's corporate parent
entities. The company previously disclosed that the hospital could
be indicted in an ongoing investigation related to certain
physician relocation agreements at the 311-bed eastern San Diego
County facility. On June 6, Alvarado's chief executive officer,
Barry Weinbaum, was indicted in connection with physician
relocation agreements made with a group practice headed by a San
Diego physician who was convicted of Medicare fraud in an
unrelated case. Weinbaum has vehemently denied the charges and
said he will vigorously defend himself in court.

The subpoenas received today from the U.S. Attorney's office in
Los Angeles seek information from Tenet Healthcare Corporation,
three corporate subsidiaries and subsidiaries that own seven of
its Southern California hospitals: Centinela Hospital Medical
Center in Inglewood, Daniel Freeman Memorial Hospital in
Inglewood, Daniel Freeman Marina Hospital in Marina del Rey, John
F. Kennedy Memorial Hospital in Indio, Brotman Medical Center in
Culver City, Encino-Tarzana Regional Medical Center in Los
Angeles, and Century City Hospital in Los Angeles.

Physician relocation agreements are a common and accepted practice
used by hospitals across the country to meet a demonstrated need
in their communities for additional or specialized health care
resources. Typically, hospitals pay a portion of a physician's
cost to relocate from one community to another plus income
guarantees for a set period of time, usually one year. In return,
physicians typically commit to provide health care services in the
local community for at least three years. The agreements permit
the physicians to refer patients to any hospital, not just the
facility that helped them to relocate. Such agreements are
generally permitted under rules promulgated by the U.S. Department
of Health and Human Services.

Tenet said it believes that its current corporate policy on
physician relocation agreements, which has been in place since
1996, is entirely appropriate under the law. The policy is posted
on the company's Web site, http://www.tenethealth.com About  
42,000 physicians currently have admitting privileges at Tenet's
114 hospitals in 16 states. Of those, fewer than 2.5% have
relocation agreements now in place, and about 1% is currently
eligible for revenue protection under income guarantees during the
start-up of their practices.

Tenet Healthcare Corporation, through its subsidiaries, owns and
operates 114 acute care hospitals with 27,765 beds and numerous
related health care services. Tenet and its subsidiaries employ
approximately 116,500 people serving communities in 16 states.
Tenet's name reflects its core business philosophy: the importance
of shared values among partners -- including employees,
physicians, insurers and communities -- in providing a full
spectrum of health care. Tenet can be found on the World Wide Web
at http://www.tenethealth.com  

As reported in Troubled Company Reporter's June 25, 2003 edition,
Fitch Ratings lowered Tenet Healthcare Corp.'s senior unsecured
debt and bank facility ratings to 'BB+' from 'BBB-'. The ratings
remain on Rating Watch Negative.


TERADYNE INC: Second Quarter 2003 Net Loss Tops $52 Million
-----------------------------------------------------------
Teradyne, Inc. (NYSE: TER) reported sales of $331.5 million for
the second quarter of 2003, and a net loss on a GAAP (Generally
Accepted Accounting Principles) basis of $52.5 million. The pro
forma net loss for the second quarter of 2003 was $35.4 million,
before asset impairments, workforce reductions, facility closures
and the impact of accelerated depreciation. Net orders increased
5% from the previous quarter, to $305 million.

"Orders in our Semiconductor Test business strengthened
significantly and were at their highest level in 10 quarters,"
said George Chamillard, Teradyne Chairman and CEO. "That increased
order level is being driven by demand for high-end System On a
Chip applications. Our growth in semiconductor test orders was
partially offset by our other businesses, however, where orders
were down sequentially. In our cost reduction program, we made
good progress in the quarter toward our goal of returning to
profitability."

"For the third quarter, we expect sales to be between $310 and
$340 million, and that our loss per share will be reduced to
between 11 and 19 cents, on a pro forma basis. This EPS range
assumes that we will have no tax benefit in the quarter."

Teradyne (NYSE:TER) (S&P, B+ Corporate Credit & Senior Unsecured
Note Ratings, Stable) is the world's largest supplier of Automatic
Test Equipment, and a leading supplier of interconnection systems.
The company's products deliver competitive advantage to the
world's leading semiconductor, electronics, automotive and network
systems companies. In 2002, Teradyne had sales of $1.22 billion,
and currently employs about 6700 people worldwide. For more
information, visit http://www.teradyne.com


THANE INTERNATIONAL: Lenders Waive Default Under Credit Pact
------------------------------------------------------------
Thane International, Inc. (OTC Bulletin Board: THAN) announced
financial results and the filing of its Form 10-K for the fiscal
year ended March 31, 2003. Total revenues for the year were $159.2
million, representing a 31.2% decrease over total revenues of
$231.4 million in 2002. Net loss in 2003 was $37.0 million,
compared to net income of $9.9 million for the year ended March
31, 2002.

As of December 31, 2002, Krane Holdings, Inc. was in default of
its credit facility with LaSalle Bank National Association due to
violations of certain debt covenants. In addition, this credit
facility matured in February 2003. The Company was unable to
negotiate a waiver for these violations or a short- term extension
of this facility. As a result, on June 18, 2003, LaSalle exercised
their secured rights under this facility, and accordingly, took
possession of 100% of the capital stock of Krane. In conjunction
with the Krane acquisition, Thane's current lenders entered into
an intercreditor agreement with LaSalle whereby they agreed that
there would be no cross default between the credit facilities of
Krane and Thane. Accordingly, the aforementioned events did not
result in a default under Thane's existing credit facility. As a
result of the above, and the Company's evaluation that the fair
value of Krane's assets, as of March 31, 2003, were not sufficient
to recover the recorded costs, in the quarter ended March 31,
2003, the operating results of Thane included a non-cash write-off
of $21.8 million related to the impairment of goodwill allocated
to the acquisition of Krane in March 2002.

Additionally, the Company evaluated the total balance of goodwill
allocated to the May 2002 acquisition of Reliant, at March 31,
2003, of $4.1 million. The Company concluded that the fair value
of Reliant's assets, as of March 31, 2003, were not sufficient to
recover the recorded costs. Accordingly, in the quarter ended
March 31, 2003, the operating results of Thane included a non-cash
write-off of the goodwill associated with Reliant of $4.1 million.

At March 31, 2003, Thane was in default of its existing credit
facility due to violations of certain debt covenants. On June 26,
2003, Thane obtained a waiver from its lenders with respect to
this default and amended the financial covenants of the existing
agreement.

As previously reported, in the quarter ended December 31, 2002,
Thane recorded a total write-off of $8.2 million. The write-off
primarily consisted of product financing receivables, inventory,
prepaid royalties and production costs related to products that we
are no longer able to sell in our channels of distribution, in the
amount of $6.2 million. In addition, the total write- off amount
includes a charge of $1.4 million related to a settlement with the
Canadian government regarding a health and beauty product sold in
Canada for which the Company was required to refund monies to
customers who returned the product. The total charge of $8.2
million, for the third quarter ended December 31, 2002, reduced
total revenues by $2.2 million, increased cost of sales, including
selling expenses by $5.8 million and increased general and
administrative expenses and other expenses by $30,000 and $129,000
respectively.

All comparisons to prior periods below are based on historical
amounts for the years ended March 31, 2003 and March 31, 2002 and,
accordingly, include the write-offs discussed above.

Thane is a global leader in the multi-channel direct marketing of
consumer products in the fitness, health and beauty and housewares
product categories. Thane's distribution channels in the United
States, and through its 186 international distributors and
strategic partners, in 80 countries around the world, include
direct response TV, home shopping channels, catalogs, retail,
telemarketing, print advertising, credit card inserts and the
Internet. Thane develops and acquires products, arranges low-cost
manufacturing (primarily offshore), and then markets and
distributes its products through its various distribution
channels. Thane believes its management of each facet of this
process enables it to maximize the return on investment on its
products and create profitable products for target markets. The
Company's Web site is http://www.thaneinc.com  


UNITED AIRLINES: HSBC Gets Stay Relief to Make Boston Payments
--------------------------------------------------------------
U.S. Bankruptcy Court Judge Wedoff granted HSBC relief from the
automatic stay to disburse the trust funds in accordance with the
Loan and Trust Agreement.

                         Backgrounder

On November 15, 1999, the Massachusetts Port Authority issued
$80,500,000 in Bonds to finance the construction, modification and
expansion of buildings at Boston-Logan International Airport. HSBC
Bank USA is the Trustee.  The Bonds are named Massachusetts Port
Authority Special Facilities Revenue Bonds (United Airlines, Inc.
Project), Series 1999A.

Under the Agreement, United must make interest payments on the
Bonds every April 1, and October 1, until maturity in 2029.
United's payments are deposited into a Bond Fund, held by the
Trustee, to pay principal and interest on the Bonds.  In addition,
there is a Reserve Fund for the Bondholders' benefit to make
payments on the Bonds if the Funds did not have enough money to
cover all interest and principal due.  The Funds are not held for
use by the Debtors.

According to the Agreement, upon an event of default, which has
occurred, all funds held by the Trustee will be transferred to the
Bond Fund for disbursement in compliance with a special
distribution scheme.  Additionally, United must reimburse the
Trustee for all reasonable fees and expenses incurred in
connection with the Agreement. (United Airlines Bankruptcy News,
Issue No. 22; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


UPC POLSKA: Court Fixes September 2, 2003 Claims Bar Date
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
fixes the deadline by which all creditors or UPC Polska, Inc.,
wishing to assert a claim, must file their proofs of claim against
the Debtor's estate.  The Court sets September 2, 2003, as the
Claims Bar Date for all creditors to file their proofs of claim or
be forever barred from asserting that claim.

All claims, to be deemed timely filed, must be received on or
before 5:00 p.m., on the Sept. 2 Claims Bar Date.  The Bar Date
applies to all claims that may be asserted whether of a general
unsecured, priority or secured status.

Exemptions to the Claims Bar Date apply to:

     a) claims already properly filed with the Clerk of the
        Court;

     b) claims under Sections 503(b) or 507(a) of the Bankruptcy
        Code as an administrative expense of the Debtor's
        Chapter 11 case;

     c) claims already been paid in full by the Debtor;

     d) equity interests in the Debtor, based exclusively
        upon the ownership of common stock, warrants
        or rights to purchase, sell or subscribe to such a
        security or interest;

     e) claims allowed by an order of the Court entered on or
        before the Bar Date;

     f) claims solely against the Debtor's non-debtor
        affiliates;

     g) claims not listed on the Debtor's schedules as
        "disputed," "contingent," "unliquidated" or "unknown";
        and

     h) claims arising from the UPC Polska Notes.

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.


US AIRWAYS: Exploring Liquidity Options Pursuant to Reorg. Plan
---------------------------------------------------------------
US Airways Group, Inc., is exploring options, in addition to
listing on a national stock exchange, to create liquidity
opportunities for the new stock to be issued to its employees and
unsecured creditors as part of the company's plan of
reorganization.

Under the plan of reorganization, the company has committed to use
reasonable efforts to list the Class A Common Stock to be issued
in consummation of the Plan. On July 1, 2003, the company
announced that it reached an agreement with its unions to vest 25
percent of the stock to be distributed to employees on July 31,
2003, and agreed to accelerate vesting of the second 25 percent of
such stock, which will also vest on July 31, 2003.

"Our employees and our unsecured creditors have played a major
role in our successful restructuring," said David N. Siegel, US
Airways president and chief executive officer. "The board has
determined that if the company can provide liquidity to
shareholders in a way that works for both the shareholders and the
company, then the company should pursue that course of action in a
timely manner."

The company said that in view of current market conditions and the
fact that certain of the shares are scheduled for issuance under
the order confirming the plan of reorganization in the near term,
the board of directors has authorized management to explore, in
addition to listing the shares, other possible alternatives that
would provide liquidity for shareholders.


US UNWIRED: Sues Sprint Corp. Alleging Breach of Fiduciary Duty
---------------------------------------------------------------
On July 11, 2003, US Unwired Inc. and two of its subsidiaries,
Louisiana Unwired, LLC and Texas Unwired, filed suit in the U.S.
District Court for the Western District of Louisiana, against
Sprint Corporation, Sprint Spectrum, L.P., Wireless, L.P. and
Sprintcom, Inc.  

The suit alleges violations of the Racketeer Influenced and
Corrupt Organizations Act, breach of fiduciary duty and fraud,
arising out of Sprint's conduct in its dealings with the plaintiff
companies. It seeks treble actual damages in unspecified amounts
and appointment of a receiver over property and assets controlled
by Sprint in Louisiana.

US Unwired and IWO, which are analyzed on a consolidated basis,
are Sprint PCS Group affiliates and provide wireless services to
about 539,000 subscribers as of June 30, 2002.

At March 31, 2003, US Unwired's balance sheet shows a total
shareholders' equity deficit of about $126 million.


WABASH: Selects Fleet Capital to Lead Bank Financing Syndicate
--------------------------------------------------------------
Wabash National Corporation (NYSE: WNC) has selected Fleet Capital
to lead and fully underwrite a new $250 Million syndicated bank
financing for the Company. The new financing, which is subject to
Fleet Bank credit approval and Wabash board approval, will be a
three year asset based revolver and term loan that will be used to
replace existing indebtedness. Closing on the transaction is
expected to occur during the third quarter of this year.

Commenting on the selection, Christopher A. Black, Vice President
and Treasurer, stated, "We are very pleased to announce the
engagement of Fleet Capital to lead our new bank financing
arrangement. This is an important additional step in the
transformation of our capital structure. The new financing, upon
its expected completion, will provide Wabash with a significantly
lower cost of debt and will also provide greater flexibility from
both a financial covenant standpoint and a debt repayment
standpoint. We are very impressed with Fleet's knowledge of the
transportation sector, the dynamics of our business within this
sector and their leadership credentials to successfully lead our
multi-bank credit facility. As stated previously, the Company
remains highly focused on continuing to improve operating
performance and reducing debt."

"The Wabash management team has done a terrific job of addressing
operating challenges and decreasing leverage, putting the Company
in a position to take advantage of what we anticipate will be an
increasing volume environment in the trailer industry," said Allan
Allweiss, executive vice president and marketing manager for Fleet
Capital Corporation. "Fleet Capital and Fleet Securities are very
pleased to have been selected to agent and underwrite their new
revolving credit facility."

Wabash National Corporation designs, manufactures, and markets
standard and customized truck trailers under the Wabash(TM) brand
name. The Company is one of the world's largest manufacturers of
truck trailers and a leading manufacturer of composite trailers.
The Company's wholly owned subsidiary, Wabash National Trailer
Centers, is one of the leading retail distributors of new and used
trailers and aftermarket parts throughout the U.S. and Canada.
This press release contains certain forward-looking statements, as
defined by the Private Securities Litigation Reform Act of 1995.
These forward- looking statements are, however, subject to certain
risks and uncertainties that could cause actual results to differ
materially from those implied by the forward-looking statements.
Without limitation, these risks and uncertainties include the
Company's ability to achieve profitability, the expectation that
its lenders will waive financial covenants in the future,
increased competition, reliance on certain customers and corporate
partnerships, shortages of raw materials, availability of capital,
dependence on industry trends, export sales and new markets,
acceptance of new technology and products, and government
regulation. Readers should review and consider the various
disclosures made by the Company in this press release and in its
reports filed with the Securities and Exchange Commission.

Fleet Capital Corporation -- http://www.fleetcapital.com/pr--  
which has 23 offices located throughout the United States,
provides asset-based loans and a broad array of capital markets
products to domestic middle-market companies and their foreign
subsidiaries. Fleet Capital is part of FleetBoston Financial, the
nation's seventh largest financial holding company with
approximately $200 billion in assets. FleetBoston Financial is
headquartered in Boston and listed on the New York Stock Exchange
(NYSE: FBF) and the Boston Stock Exchange (BSE: FBF).

Wabash National Corp.'s March 31, 2003 balance sheet shows that
its total current liabilities exceeded its total current assets
by about $205 million.

As reported in Troubled Company Reporter's April 16, 2003
edition, Wabash National completed the amendment of its credit
facilities, which includes its revolving line of credit, its
senior notes, its receivables facility and its lease facility.
The amendment revises certain of the Company's financial
covenants and adjusts downward the required monthly principal
payments during 2003.

In another previous report, the Company said it was not prepared
to predict that first quarter results, or any other future
periods, would achieve net income, and did not expect to announce
further results before the first quarter would be completed, given
the softness in demand and other factors.

The Company remains in a highly liquidity-constrained environment,
and even though its bank lenders have waived current covenant
defaults, there is no certainty that the Company will be able to
successfully negotiate modified financial covenants to enable it
to achieve compliance going forward, or that, even if it does, its
liquidity position will be materially more secure.


WEIRTON STEEL: US Steel Demands Prompt $1-Million Claim Payment
---------------------------------------------------------------
United States Steel Corporation and 1314B Partnership ask the
Court to compel Weirton Steel Corporation to immediately pay its
reclamation claim.

According to Michael Kaminski, Esq., at DKW Law Group, in
Pittsburgh, Pennsylvania, the Debtor purchases approximately
70% of its blast furnace coke requirements from U.S. Steel
pursuant to a Memorandum of Understanding dated March 1, 2002.
To this end, U.S. Steel provides coke to the Debtor from coke
batteries located in Clairton, Pennsylvania.  During the
Reclamation Period, the 10-day period prior to the Petition Date,
U.S. Steel sold and shipped blast furnace coke to the Debtor on
credit and in the ordinary course of U.S. Steel's business worth
$1,059,709.

Section 2702(b) of the Uniform Commercial Code, as enacted in
Pennsylvania, provides that where a seller discovers that a buyer
has received goods on credit while insolvent, he may reclaim the
goods upon demand made within 10 days after the receipt.
Furthermore, pursuant to Section 546(c)(2) of the Bankruptcy Code,
a court can only deny reclamation to a seller that has demanded
reclamation in writing if the court grants the claim of the seller
administrative priority specified in Section 503(b) of the
Bankruptcy Code, or secures the claim by a lien.

Mr. Kaminski attests that U.S. Steel demanded the reclamation and
return of the Goods by sending a written demand to the Debtor on
May 19, 2003 by facsimile and express mail.  As of May 19, 2003,
the Debtor had possession of the Goods and the Goods were not in
the buyer's hands in the ordinary course of business or a good
faith purchaser.  Moreover, the Debtor has not responded to U.S.
Steel's written reclamation demand.

U.S. Steel believes that after receipt of the Reclamation Notice,
the Debtor converted the Goods and utilized the Goods in the
steel production process.  To compensate U.S. Steel for the
Debtor's conversion of the Goods subject to the Reclamation
Notice, U.S. Steel asks the Court to compel the Debtor to pay
U.S. Steel $1,059,709. (Weirton Bankruptcy News, Issue No. 5;
Bankruptcy Creditors' Service, Inc., 609/392-0900)  


WEST PENN ALLEGHENY: Fitch Affirms B+ Rating on Revenue Bonds
--------------------------------------------------------------
Fitch Ratings has affirmed the underlying 'B+' rating and assigned
a Negative Rating Outlook on the approximately $75.6 million
Allegheny County Hospital Development Authority health system
revenue bonds, series 2000A (West Penn Allegheny Health System)
and the $353.9 million Allegheny County Hospital Development
Authority health system revenue bonds, series 2000B (West Penn
Allegheny Health System). The series 2000A bonds are rated 'AAA'
based on bond insurance provided by MBIA.

The 'B+' affirmation is based on West Penn Allegheny Health
System's liquidity ratios given this rating category, steady
market position, and additional opportunities for further
operational improvements. Although WPAHS' liquidity has declined
since 2001, Fitch believes there is still somewhat of a financial
cushion with 52 days cash on hand, a cushion ratio of 2.2 times,
and cash to debt ratio of 25% as of May 31, 2003. WPAHS market
position is relatively stable in the defined six-county primary
service area with a 19.9% market share (as of 2002), but still
remains a distant second to UPMC Health System (32.6%), whose
bonds are rated 'A' by Fitch. Even though there are numerous
obstacles facing WPAHS going forward, Fitch believes there are
still some opportunities to improve financial performance over the
medium-term, including negotiating improved rates from managed
care organizations and reducing nurse agency usage and losses per
employed physician.

In addition to significant operating losses, Fitch's concerns are
WPAHS' high capital needs, large debt burden, rising expenses, and
large losses from employed physicians. WPAHS had improved its
operating results in fiscal 2001 and 2002, but the system reported
a negative 4.8% operating margin and negative 3.7% excess margin
through the eleven months ended May 31, 2003, which were both
substantially below the original 2003 projections included in the
official statement. More than half of this $38 million bottom line
shortfall was due to less than expected investment returns. This
is viewed very negatively as continued bottom line losses not only
adversely affect the balance sheet, but debt service coverage as
well, which is very low at 1.3x. WPAHS' other leverage indicators
are also a concern with MADS as a percent of revenues, debt to
EBITDA, and debt to capitalization at 6.2%, 6.6%, and 107%,
respectively through May 31, 2003.

Similar to other health systems across the county, WPAHS has
experienced significant increases in expenses, particularly labor,
supply, and insurance. Additionally, WPAHS will have a
substantially higher pension expense in 2004 of $23 million up
from $11 million in 2003. WPAHS currently employs 157 primary care
physicians. The average loss per employed physician is $125,000
per doctor, which is very high, but management has projected to
reduce this loss to $88,000 per physician in 2004.

The negative rating outlook indicates that without significant
operating improvement, Fitch expects that WPAHS' balance sheet
will continue to weaken and rising capital needs will not be able
to be adequately funded. If the results of WPAHS' fiscal 2003
audited financial statements (6/30 year-end) are materially worse
than the performance indicated by WPAHS' 11-month interim
statements, there will be negative pressure on the rating. Fitch
will continue to closely monitor WPAHS on a quarterly basis and if
overall financial performance in 2004 does not improve, then
negative rating action will be likely. After final approval by
WPAHS' Board of Trustees, management will provide Fitch with their
projected 2004 operating plan.

Headquartered in Pittsburgh, Pennsylvania, WPAHS is a large
primary and tertiary health system with six hospitals (1,826 total
staffed beds) and other related entities that primarily serve
Allegheny County and its five surrounding counties. WPAHS'
flagships are 698-licensed bed Allegheny General Hospital and the
512-licensed bed Western Pennsylvania Hospital. Total revenues in
fiscal 2002 were $1.1 billion. Disclosure to Fitch and to
bondholders has been provided on a quarterly basis has been
excellent in timeliness and content.


WESTPOINT STEVENS: Court Approves DIP Financing on Final Basis
--------------------------------------------------------------
U.S. Bankruptcy Court Judge Drain approves WestPoint Stevens
Inc.'s DIP Financing Facility on a final basis. The execution of
the DIP Credit Agreement and all instruments, security agreements,
assignments, pledges, mortgages and other documents or requested
by Administrative Agent or DIP Lenders to give effect to the terms
is ratified and affirmed, and the Debtors are authorized:

      (i) to obtain Credit Extensions in accordance with the DIP
          Credit Agreement from time to time up to an aggregate
          principal amount outstanding at any time not to exceed
          $300,000,000, and to incur any and all liabilities and
          obligations thereunder and to pay all interest, fees,
          expenses and other obligations provided for under the
          DIP Financing Documents; and

     (ii) to satisfy all conditions precedent and perform all
          obligations in accordance with the terms.

Neither Agents nor DIP Lenders will have any obligation or
responsibility to monitor Debtors' use of the DIP Loans or
Letters of Credit and each may rely on the Debtors'
representations that the amount of Credit Extensions requested at
any time, and the use thereof, are in accordance with the
requirements of this Order, the DIP Credit Agreement and
Bankruptcy Rule 4001(c)(2).  In addition, the Debtors are
authorized to continue to incur Cash Management Obligations.
(WestPoint Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., 609/392-0900)  


WHEELING: BOC Group Pressing for $2.5 Million Gas Claim Payment
---------------------------------------------------------------
The BOC Group, Inc., represented by Scott A. Zuber, Esq., at
Pitney Hardin Kipp & Szuch LLP in Morristown, New Jersey, and Jean
R. Robertson, Esq., at McDonald Hopkins Co. LPA in Cleveland,
Ohio, asks for allowance and immediate payment of an
administrative claim.  Mr. Zuber explains that Wheeling-Pittsburgh
Steel Corp., bought various industrial gases, such as oxygen,
nitrogen and argon, from BOC post-petition under a Product Supply
Agreement dated November 10, 1999.  The Supply Agreement was
subsequently amended by agreement of the parties to include price
escalations for the products supplied by BOC to WPSC.  These goods
and related services confer a direct and substantial benefit upon
WPSC's bankruptcy estate.  Without gas, WPSC can't operate.  WPSC,
however, doesn't want to pay BOC for these critical goods and
services.  In effect, Mr. Zuber says, WPSC wants the benefits of
its contractual arrangement with BOC, but does not want the
associated burdens.

As a result of WPSC's failure to pay BOC for the goods and
services provided post-petition, BOC files this motion seeking
allowance and compelled and immediate payment of its
administrative claim in the amount of $2,581,490 for post-petition
delivery of gases.  BOC calculates this amount with reference to
the contractual minimum amount of $560,000:

       (1) for months in which WPSC purchased more than the
           contractual minimum amount of gases, BOC uses the
           figures shown in its records as to the amount of
           products supplied to WPSC; and

       (2) for months in which WPSC purchased less than the
           contractual minimum, BOC uses the contractual minimum
           amount.

                          WPSC Objects

James M. Lawniczak, Esq., at Calfee Halter & Griswold LLP in
Cleveland, tells Judge Bodoh WPSC absolutely opposes any
administrative claim or payment to BOC.  Since the Petition Date,
WPSC's admitted purchases from BOC have been less than $560,000 in
some months, and more in other months.  Mr. Lawniczak says that
"substantial disputes exist" between WPSC and BOC concerning:

       (1) prices charged by BOC for certain pre-petition and
           post-petition deliveries of products;

       (2) payments made to BOC before the Petition Date that
           WPSC believes are avoidable as preferences; and

       (3) BOC's contentions that WPSC has underpaid for post-
           petition deliveries of products.

Mr. Lawniczak elaborates on the three reasons why WPSC opposes
this Motion.  First, BOC's alleged administrative claim is
overstated. Second, BOC's alleged administrative claim is subject
to offset and/or recoupment by reason of overpayments made to BOC,
and also by reason of preferential payments made to BOC.  Third,
BOC's request for immediate payment is "not proper."

Recognizing a need to elaborate further, Mr. Lawniczak outlines
WPSC's "actual post-petition use" of gas from BOC, objecting to
the method used by BOC to calculate the monthly usage and charges.  
He says BOC escalated the required contractual minimum payment
under its interpretation of escalation provisions in the Product
Supply Agreement with which WPSC disagrees.  As a result, BOC's
methodology effectively imposes charges for products that WPSC did
not actually purchase and use.  WPSC believes this approach is
inconsistent with the Bankruptcy Code.

Because of this, Mr. Lawniczak concludes that BOC has failed to
demonstrate that its claimed administrative amount "directly and
substantially" benefited WPSC's bankruptcy estate.  The Minimum
Product Charges are provisions of a pre-petition contract that was
not entered into by the debtors-in-possession or assumed by them.  
Furthermore, the Minimum Product Charges do not relate to actual
post-petition services to WPSC.  Their original purpose was to
ensure that BOC would receive sufficient sums to cover the costs
of BOC's pre-petition construction of pipelines and related
facilities.  BOC's claims for the Monthly Minimum Charges are pre-
petition contractual claims that are not related to the value of
the actual, post-petition services that were provided by BOC and
that do not correspond to any post-petition benefit to the estate.  
These claims are therefore not entitled to administrative expense
priority.

In an effort to resolve open issues, representatives of BOC and
WPSC recently spent considerable time reviewing post-petition
deliveries and billings.  WPSC believes, after reconciling the
parties' records, that the value of the post-petition products
supplied by BOC exceeds WPSC's post-petition payments by
$1,274,836.18.  But -- WPSC also believes that any liability in
that amount is subject to offset, recoupment or reduction as the
result of certain overpayments made by WPSC and as a result of
certain preferential payments made to BOC.

          WPSC's Overpayments and Preferential Payments

In certain pre- and post-petition billings, BOC used a billing
methodology that charged WPSC the significantly higher prices that
would be charged in the event BOC did not actually vaporize liquid
oxygen for delivery to WPSC, when in fact BOC did not actually
vaporize liquid oxygen and WPSC did not actually use oxygen except
in the gaseous form normally produced in the BOC facilities.  WPSC
believes that it made overpayments of $580,157 by virtue of this
incorrect billing methodology.

In addition, WPSC believes that it made certain pre-petition
payments to BOC that are recoverable as preferences.  WPSC
believes that the recoverable payments total $2,321,228.02.

WPSC therefore believes that BOC has received approximately $2.9
million of payments under the Product Supply Agreement that BOC is
not entitled to retain.  In effect, BOC's claim for administrative
expenses contends that it is entitled to certain additional
payments under the same contract.  The excess and recoverable
payments made to BOC exceed the amount of BOC's administrative
claims.

                      No Immediate Payment Right

Even if BOC were entitled to administrative expense priority, BOC
would not be entitled to be paid immediately.  BOC's claim is not
an "allowed" administrative expense until all of these disputes
are resolved.

                   BOC Says WPSC's Defenses are Bogus

Mr. Zuber says all these "defenses" are without merit.  BOC's
claim is not overstated.  Most of the claim of $1,274,846.18 is on
account of actual gas taken and used by WPSC.  The balance
represents contractual, monthly minimum product charges.

As to WPSC's claims of no benefit, Mr. Zuber says that, when
viewed in the totality of the circumstances, the benefit to WPSC
is apparent from these points:

       (1) very significant quantities of product are taken and
           used by WPSC on a daily basis, with WPSC's volume
           demand of product varying daily;

       (2) in order to meet this volume demand, BOC makes
           available for WPSC's exclusive use all of the product
           WPSC needs to operate -- which impairs or
           completely negates BOC's ability to sell the gas to
           third parties on the spot market, or to shut down the
           BOC facility located at WPSC's plant, causing BOC to
           incur significant costs;

       (3) BOC delivers product to WPSC through a vast pipeline
           that BOC constructed, at enormous cost to BOC, for
           WPSC's benefit; and

       (4) if WPSC did not pay the Minimum Charges, it would
           have been in default of its contractual obligations,
           which would have given BOC cause to move for stay
           relief to terminate the Amended Supply Agreement.

After lengthy meetings with WPSC's representatives, BOC agrees to
recalculate all post-petition sums owed to it by WPSC using the
billing methodology WPSC believes is correct, and has credited
WPSC with substantially all of the roughly $580,000 WPSC claims
the right to offset.  Accordingly, there is little or nothing due
to BOC by WPSC against which WPSC can exercise any setoff or
recoupment rights. (Wheeling-Pittsburgh Bankruptcy News, Issue No.
43; Bankruptcy Creditors' Service, Inc., 609/392-0900)  


WHEREHOUSE: Wants Lease Decision Period Extended Until Sept. 30
---------------------------------------------------------------
Wherehouse Entertainment, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to extend the
time period within which they must decide whether to assume,
assume and assign, or reject unexpired nonresidential real
property leases.  The Debtors tell the Court that they need until
September 30, 2003, to make those lease disposition decisions.  

The Debtors relate that they have made extensive efforts to
determine their decision on all Real Property Leases, but given
the substantial size of the Debtors' operations, it is possible
that the Debtors may have inadvertently omitted certain Real
Property Leases.  Thus, the Debtors ask for this extension of time
on lease related decisions for all the remaining leases.

Moreover, the Debtors intend to engage in negotiations with
lessors of many of the remaining Real Property Leases to determine
if the rental rates for those leases can be reduced over the next
several months, and will also further review each of the Real
Property Leases and determine the appropriate course of action
with respect to each during that period of time. The Debtors are
aware that amounts due under unexpired leases post-petition will
be directly charged to and immediately payable by the Debtors'
estates as administrative expenses pursuant to Bankruptcy Code and
are highly motivated to act promptly in making rejection decisions
to reduce those expenses with respect to their remaining stores.  
Additionally, the Debtors note that in the process of preparing a
business plan, they are analyzing each remaining lease as a part
of that process.

Wherehouse Entertainment, Inc., sells prerecorded music,
videocassettes, DVDs, video games, personal electronics, blank
audio cassettes and videocassettes, and accessories. The Company
filed for chapter 11 protection on January 20, 2003, (Bankr. Del.
Case No. 03-10224). Mark D. Collins, Esq., and Paul Noble Heath,
Esq., at Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $227,957,000 in total assets and
$222,530,000 in total debts.


WORLDCOM INC: MCI Reports Slight Improvement in May 2003 Results
----------------------------------------------------------------
MCI (WCOEQ, MCWEQ) filed its May 2003 monthly operating report
with the U.S. Bankruptcy Court for the Southern District of New
York. During the month of May, MCI recorded $2.034 billion in
revenue versus $2.05 billion in April 2003. Operating income in
May was $116 million versus $114 million in April.

May reorganization items were $44 million versus $117 million in
April. The reorganization expenses consisted primarily of contract
termination expenses, professional fees, losses on property and
equipment dispositions and severance costs.

During the restructuring process, certain business activities will
drive one-time costs that will be recognized in the month in which
they were incurred. These expenses are expected to fluctuate from
month to month as the Company implements its cost reduction plans.

In May, MCI recorded capital expenditures of $90 million,
including $73 million for PP&E and $17 million for related
software. MCI ended May with $4.2 billion in cash on hand, an
increase of approximately $500 million from the beginning of the
month.

"May was another month of steady progress for MCI," said Bob
Blakely, MCI chief financial officer. "We achieved a major
milestone when we gained U.S. District Court approval for our SEC
settlement. Also, we are particularly encouraged by our growing
cash position."

The financial results discussed in the May 2003 Monthly Operating
Report exclude the results of Embratel. Until MCI completes a
thorough balance sheet evaluation, the Company will not issue a
balance sheet or cash flow statement as part of its Monthly
Operating Report.

The Monthly Operating Reports are available on MCI's Restructuring
Information Desk at: http://global.mci.com/news/infodesk/

Based on current information and a preliminary analysis of its
ability to satisfy outstanding liabilities, MCI believes that when
it emerges from bankruptcy proceedings, its existing WorldCom and
Intermedia preferred stock and WorldCom group and MCI group
tracking stock issues will have no value.

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


WORLDCOM: Group Pressing Congress to Hold Company Accountable
-------------------------------------------------------------
The 20,000-member Gray Panthers organization urged key members of
the U.S. House Appropriations Committee "to help hold WorldCom/MCI
accountable by prohibiting the use of the Federal treasury to
support the author of the largest corporate fraud in history. We
urge you to take action against the Bush administration's coddling
of this corporate criminal and hold them accountable for their
crimes."

The letter from Gray Panthers Corporate Accountability Project
Director Will Thomas to members on the House Appropriations
Committee reads in part: "The Federal government should not be in
the business of rewarding corporate criminals. WorldCom/MCI should
be debarred. Congress has a responsibility to ensure that the
nation's telecommunications infrastructure is reliable and
universally accessible."

The Gray Panthers letter also notes: "GSA, the lead agency for
procuring telecommunications services, has not yet taken action
under the Federal Acquisition Regulations to protect the Federal
treasury against WorldCom/MCI, a company that lacks integrity.
Congress, then, must act and use the power of the purse to hold
the fraudsters accountable. The most direct way to ensure that the
Federal government and taxpayers are protected from the massive
fraud of WorldCom is through the appropriations process. We urge
you to take action against the Bush administration's coddling of
this corporate criminal and hold them accountable for their
crimes."

In his letter, Thomas emphasizes the following key facts:

     * MCI WorldCom's fraud was pervasive and is now only
beginning to be uncovered. "The reports from Bankruptcy Court
Examiner Thornburgh, Special Internal Investigator McLucas, and
KPMG have revealed that there remain outstanding questions related
to the scope and pervasiveness of MCI WorldCom's fraud. Among the
reports' findings so far are that the fraud was not limited to a
few 'bad apples' and significant corporate governance issues
continue to plague the company."

     * MCI WorldCom has repeatedly asserted that the company is
operating under new management and all of the corporate criminals
have been fired or resigned from the company. "Nonetheless,
following the release of the Thornburgh and McLucas reports on
June 9, MCI WorldCom's General Counsel and Treasurer resigned from
the company based upon the revelation of their implication in the
Company's malfeasance."

     * Federal agencies have failed to restore trust in the
markets and to protect the public interest. "The SEC's paltry $750
million fine, $250 million of which is stock of questionable
value, fails to punish the company and allows WorldCom to keep
almost all of its ill-gotten gains. The Federal Communications
Commission (FCC) has declined to suspend MCI's operating licenses,
and despite the increasing revelations regarding the company's
fraud, MCI WorldCom has been awarded multiple Federal
telecommunications contracts since November 2002 -- in essence the
Bush Administration has rewarded the company for its fraud."

               GRAY PANTHERS AND THE WORLDCOM ISSUE

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

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

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

The Gray Panthers is working with a broad coalition of groups
concerned about corporate accountability. If you would like more
information on how to get involved please email
cap@graypanthers.org  

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


WORLDCOM: Secures Blessing to Hire Stinson as Special Counsel
-------------------------------------------------------------
Worldcom Inc. and its debtor-affiliates obtained permission from
the Bankruptcy Court to employ and retain Stinson Morrison Hecker
LLP as special litigation counsel to prosecute claims objections
in the Debtors' Chapter 11 cases, nunc pro tunc to April 4, 2003,
the date that the Firm began working on claims objections.  

The Debtors have previously employed Stinson as an ordinary course
professional regarding commercial and employment-related civil
litigation.  With the Court's approval, Stinson's employment is
modified to include the role of special counsel to prosecute
claims objections.

Stinson requested compensation for the professional services
rendered to the Debtors based on the time actually expended by
each assigned staff member at each staff member's customary daily
billing rate. The Debtors have agreed to compensate Stinson for
professional services rendered at a blended billing fee rate of
$195 per hour. In addition to discharging its duties at the
Blended Rate, Stinson charges for reimbursement of out-of-pocket
expenses including secretarial overtime, travel, copying, outgoing
facsimiles, document processing, court fees, transcript fees,
long distance telephone calls, postage, messengers, and
transportation, and other similar expenses. (Worldcom Bankruptcy
News, Issue No. 31; Bankruptcy Creditors' Service, Inc., 609/392-
0900)   


WYNDHAM INT'L: Emerges as a Leading Hotel Company for Minorities
----------------------------------------------------------------
In keeping with its ongoing philosophy of listening and responding
to individuals' needs, Wyndham International, Inc. (AMEX:WBR) is
emerging as a leader in the hospitality industry for its minority
outreach and inclusiveness efforts. Recognized for its commitment
to diversity, its creation of a diverse workforce, and its
impressive list of diversity-focused initiatives, Wyndham makes
significant strides forward on some leading diversity ranking
lists - and sweeps first place on others. To summarize:

    --  Wyndham jumped five places to #12 on Fortune magazine's
        list of the 50 Best Companies for Minorities - the highest
        ranking for a hotel company.

    --  Wyndham was ranked #2 on the NAACP's list of Top Hotels,
        rising from #4 in 2002.

    --  DiversityInc magazine honored Wyndham as the #1 company on
        its Top 10 Companies for Latinos list and the #3 company
        on its Top 10 Companies for African-Americans list.

    --  FraserNet, the #1 network for black professionals
        worldwide, presented Wyndham with the Corporate
        Collaborative Excellence Award at its annual
        PowerNetworking Conference.

"Our diversity initiative is a natural evolution and extension of
what we have long stood for, a philosophy of listening and
responding to the needs of both our internal and external
customers," said Fred J. Kleisner, chairman and chief executive
officer of Wyndham International, Inc. "Based on the concept of
unprecedented standards in personalized guest service, we
developed WOMEN ON THEIR WAY(R) to meet the specific needs of our
female business travelers and Wyndham ByRequest(R) which creates
customized, comfortable and memorable guest experiences for all
our customers. While we take care of our customers, one at a time,
based on their unique requests, we also appreciate our employees,
one at a time, based on their uniqueness to contribute."

"Being recognized as one of the top companies for minorities is
gratifying and reaffirms that our philosophy and approach to
hospitality is well founded. Moving forward, diversity will remain
a business imperative for Wyndham as we continue to create
awareness programs and new opportunities that embrace differences
and celebrate individuality in the lives of our employees, guests,
business partners and communities," stated Donna DeBerry,
Wyndham's senior vice president of diversity and assistant to the
chairman.

Wyndham created a Diversity Action Plan, which laid out the
strategy for facing issues like recruitment and retention, vendor
relationships and advertising. Initiatives leading to Wyndham's
positioning as a corporate leader in diversity include:

    --  Appointing Donna DeBerry as senior vice president of
        diversity and assistant to the chairman. As the highest-
        ranking African-American executive in the hospitality
        industry, DeBerry assumes responsibility for executing
        action plans that ensure inclusiveness of all 23,000
        employees in areas including ethnicity, nationality,
        gender, age, physical handicap and sexual orientation.

    --  Expanding Wyndham's external Diversity Advisory Board to
        include professional men and women from a variety of
        ethnic backgrounds. The Board listens to the concerns of
        its multi-cultural customer base and consistently responds
        with initiatives to meet those customers' needs.

    --  Restructuring Wyndham's career management program to
        include an increased focus on advancement for minorities.

    --  Creating scholarship opportunities for minority students
        interested in pursuing careers in the hospitality
        industry.

    --  Launching brand marketing campaigns that speak directly to
        Wyndham's multi-cultural customer base.

    --  Creating financial programs that enable minorities to
        partner with Wyndham in hotel ownership opportunities.

    --  Conducting mandatory diversity training for all Wyndham
        employees.

Wyndham International, Inc. offers upscale and luxury hotel and
resort accommodations through proprietary lodging brands and a
management services division. Based in Dallas, Wyndham
International owns, leases, manages and franchises hotels and
resorts in the United States, Canada, Mexico, the Caribbean and
Europe. For more information, visit http://www.wyndham.com

As reported in Troubled Company Reporter's May 14, 2003 edition,
Hospitality Properties Trust (NYSE: HPT) terminated Wyndham
International's occupancy and operations of 12 Wyndham hotels.

HPT has two leases with WBR subsidiaries: one lease includes 15
Summerfield by Wyndham hotels; the second lease includes 12
Wyndham hotels. On April 1, 2003, WBR failed to pay rent due HPT
under these leases. On April 2, 2003, HPT declared WBR in default
and simultaneously exercised its rights to retain certain
collateral security HPT held for the WBR lease obligations,
including security deposits of $33 million (which were not
escrowed) and capital replacement reserves totaling about $7
million (which were previously escrowed). On April 28, 2003, HPT
terminated WBR's occupancy of the 15 Summerfield hotels and
appointed Candlewood Hotel Company as manager of those hotels.

HPT terminated WBR's occupancy of the 12 Wyndham hotels. Starting
Monday, these 12 hotels are being operated for HPT's account under
a management agreement with Crestline Hotels & Resorts, Inc.
Crestline Hotels & Resorts is a USA subsidiary of the Spanish
hotel company Barcelo Corporacion Empresarial, S.A.


YUM! BRANDS: June 14 Working Capital Deficit Stands at $683 Mil.
----------------------------------------------------------------
Yum! Brands, Inc., reported results for the second quarter ended
June 14, 2003.

Key highlights for the quarter were

-- Worldwide revenues increased 10%.

-- Traditional international restaurants in operation increased
   6%, versus end of second quarter 2002, to a total of 11,749.

-- Worldwide multibrand restaurants in operation increased 19%,
   versus end of second quarter 2002, to a total of 2,085.

-- U.S. systemwide blended same-store sales increased 2%.

-- Franchise and license fees increased 9%, totaling $213 million.

-- The company paid down debt of $153 million, invested capital of
   $131 million and repurchased shares of $34 million.

As previously reported on June 4, 2003, the company took a pretax
charge of $35 million, including prejudgment interest charges
related to the jury verdict in Wrench v. Taco Bell Corp. This
charge is included in special items.

David C. Novak, Chairman and CEO, said: "The strength of our
worldwide restaurant portfolio enabled us to achieve our quarterly
earnings target. Profits increased at both our U.S. and
international businesses. We are especially pleased with our
international results of 5% system sales growth in local-currency
terms despite the adverse effects in the quarter from SARS in Asia
and turmoil in the Middle East. The U.S. business turned positive
this quarter with same-store sales growth of 1% at company
restaurants, and we expect a stronger second half at each of the
brands. As a result, for the full year 2003, we continue to expect
to earn at least $2.00 per share prior to special items, which are
currently projected to total $0.08 per share.

"This quarter, the company took a pretax charge of $35 million
related to a legal judgment against Taco Bell. We plan to
vigorously appeal the verdict, and if unsuccessful on appeal,
intend to seek reimbursement from appropriate parties. This charge
is included in special items.

"Importantly, we remain focused on executing our three key
strategies - international restaurant growth, multibrand
expansion, and improving restaurant operations - that will drive
our continued growth and make us anything but an ordinary
restaurant company. We are making solid progress against these
strategies:

-- International new-restaurant growth - With our international
   franchise partners, we opened 192 new traditional international
   restaurants in the second quarter. We are on target to open
   more than 1,000 new traditional international restaurants
   systemwide again this year.

-- Multibrand expansion - In the second quarter, the U.S. system
   added 54 multibrand restaurants. With our recent acquisition of
   Pasta Bravo, we now have opportunities to multibrand all our
   U.S. brands, including Pizza Hut. We recently opened our first
   A&W multibrand restaurant in Europe, a KFC/A&W restaurant in
   Hanover, Germany.

-- Improve restaurant operations and differentiate our core-brand
   portfolio - Annualized team-member turnover for U.S.
   operations, a key measure, continues to be favorable at 108%,
   an all-time low second-quarter result."

The acquisition of Long John Silver's and A&W contributed
significantly to growth in U.S. system sales for the second
quarter. The acquisition of these two brands occurred during the
second quarter of 2002. Excluding this impact, system sales
increased 2% for the second quarter.

In the second quarter, U.S. systemwide blended same-store sales
increased approximately 2%. Estimated U.S. blended same-store
sales for franchise restaurants increased approximately 2%,
slightly better than company results, which increased 1%.

In the second quarter, U.S. restaurant margin was negatively
impacted by sales deleverage at KFC and Pizza Hut and wage
inflation. Additionally, higher occupancy and other operating
expenses were a factor. The acquisition of Long John Silver's and
A&W negatively impacted margin by 0.1 percentage points.

Worldwide new-restaurant openings for the second quarter were
driven by growth in new international restaurants from our global
brands: KFC and Pizza Hut. Primary growth drivers were the four
key international markets - China, the U.K., Mexico and Korea -
with 65 new openings this quarter. Franchise and joint-venture
partners opened nearly 70% of systemwide new international
restaurants year to date. Versus the end of the second quarter
2002, net traditional restaurant count increased 35% in China, 13%
in Mexico, 8% in the U.K., and 6% in Korea.

One point not reflected, which primarily affects U.S. net
restaurant-growth statistics, is the impact of multibranding on
our U.S. restaurant system. Multibrand conversions, while
increasing the sales and points of distribution for the second
brand added to a restaurant, result in no additional unit counts.
Though no additional unit counts are realized, these conversions
drive increases in same-store sales and result in upgraded, new-
image restaurants for the U.S. business. Similarly, a new
multibrand restaurant, while increasing sales and points of
distribution for two brands, results in just one additional unit
count.

This discussion excludes changes in licensed-unit locations, which
are expected to have no material impact on the company's overall
profit performance in 2003. License locations are typically
nontraditional sites, such as airports, that normally have
substantially lower average unit volumes than traditional
restaurant locations.

In the second quarter, 54 multibrand restaurants were added in the
U.S., bringing the total to 126 U.S. multibrand additions year to
date. In the U.S., company and franchise additions were 21 and 33
respectively. Approximately 50% of the U.S. multibrand additions
are expected to be conversions of existing single-brand
restaurants, and 50% are expected to be new-restaurant openings
for full year 2003.

For the second quarter, the acquisition of Long John Silver's and
A&W contributed 2 percentage points, and favorable foreign
currency conversion added 3 percentage points of franchise-fee
growth. Excluding these factors, franchise fees increased 4%,
primarily driven by net new-restaurant development. Positive U.S.
same-store sales growth and increased international rates were
also factors.

For second quarter and year to date, the company more than funded
capital spending with net cash provided by operating activities.
Additional cash was generated from employee stock-option proceeds,
proceeds from refranchising restaurants and sales of property,
plant and equipment. As a result, the company was able to reduce
debt and repurchase stock as indicated in the preceding table.

At June 14, 2003, the Company's balance sheet shows that its total
current liabilities eclipsed its total current assets by about
$683 million.

                    THIRD-QUARTER 2003 OUTLOOK

The company is comfortable with the current consensus estimate of
$0.52 in reported EPS. At this time, the company assumes no
special items in the third quarter. This is an increase of $0.06,
or 13%, compared to last year's performance, prior to a gain of
$0.01 from special items in 2002.

Projected factors contributing to the company's EPS expectations
are

-- International system-sales growth of 4% to 5% prior to foreign
   currency conversion, or 10% to 11% after conversion to U.S.
   dollars. Year-over-year net growth in international traditional
   restaurants of +5% to +6% will be the primary driver.

-- Based on current foreign currency rates, the company expects a
   benefit of $4 to $5 million from foreign currency conversion on
   operating profit for the third quarter. The Australian dollar,
   British pound sterling, Canadian dollar, Chinese renminbi,
   Japanese yen, Korean won, and Mexican peso are important
   currencies in the company's international business.

-- U.S. blended same-store sales for company restaurants up
   approximately 3%.

-- Worldwide company restaurant margin is expected to be down
   approximately one percentage point from third quarter last
   year. International margin is expected to decline by
   approximately 1.5 percentage points to a range of 15.0% to
   15.5%.

-- General and administrative expenses even in U.S. dollar terms
   versus last year.

-- Interest expense down slightly versus last year.

-- Refranchising gain/(loss) approximately equal to last year.

-- A targeted tax rate before special items of 29% to 32% versus
   31% last year.

                         ANNUAL OUTLOOK

The company expects earnings per share to grow at least 10% each
year with the continued execution of its three key strategies: (1)
international new-restaurant growth; (2) multibrand restaurant
expansion in the U.S.; and (3) improving restaurant operations and
differentiating our core-brand portfolio, resulting in top
consumer-rated measures. For 2003, Yum! Brands expects to earn at
least $2.00 on a reported EPS basis before special items, or $1.92
reported EPS. This is at least 10% growth versus last year's $1.82
prior to special items. Net special items are currently expected
to be $0.08 for the full year 2003.

For 2003, the company expects worldwide revenue growth of 7% to
8%. This includes 2 percentage points from the favorable impact of
the Long John Silver's and A&W acquisition, at least 2% worldwide
traditional system restaurant growth and 1% growth in U.S. company
blended same-store sales.

Yum! Brands, Inc., based in Louisville, Kentucky, is the world's
largest restaurant company in terms of system units with
approximately 33,000 restaurants in more than 100 countries and
territories. Four of the company's restaurant brands - KFC, Pizza
Hut, Taco Bell and Long John Silver's - are the global leaders of
the chicken, pizza, Mexican-style food and quick-service seafood
categories respectively. Since 1919, A&W All-American Food has
been serving a signature frosty mug root beer float and all-
American pure-beef hamburgers and hot dogs, making it the longest
running quick-service franchise chain in America. Yum! Brands is
the worldwide leader in multibranding, which offers consumers more
choice and convenience at one restaurant location from a
combination of KFC, Taco Bell, Pizza Hut, A&W or Long John
Silver's brands. The company and its franchisees today operate
over 2,000 multibrand restaurants, generating over $2 billion in
annual system sales. Outside the United States in 2002, the Yum!
Brands' system opened about three new restaurants each day of the
year, making it one of the fastest growing retailers in the world.
In 2002, the company changed its name to Yum! Brands, Inc., from
Tricon Global Restaurants, Inc., to reflect its expanding
portfolio of brands and its ticker symbol on the New York Stock
Exchange.

As reported in the April 21, 2003 edition of the Troubled
Company Reporter, Standard & Poor's Ratings Services raised its
corporate credit and senior unsecured debt ratings on quick-
service restaurant operator Yum! Brands Inc. to 'BB+' from 'BB'
because of the significant improvement in the company's
operating performance and debt reduction since its spin-off from
PepsiCo in 1997. The current outlook is positive.


* Chadbourne Brings-In Clifford C. Hyatt to LA Office as Counsel
----------------------------------------------------------------
The international law firm of Chadbourne & Parke LLP announced
that securities litigator Clifford C. Hyatt, 45, has joined the
Firm as counsel, resident in Los Angeles.  Mr. Hyatt comes to
Chadbourne from Gray Cary Ware & Freidenrich LLP, where he was
special counsel in the corporate governance advisory group,
specializing in Sarbanes-Oxley compliance, and in the white collar
criminal defense group.

"We are pleased to welcome Cliff to Chadbourne," said Charles K.
O'Neill, the Firm's Managing Partner. "He brings valuable SEC
experience in both public and private practice to our national and
international white collar, securities enforcement, and securities
litigation and corporate governance, including internal
investigations, practice areas."

Mr. Hyatt joins the securities litigation and regulatory
enforcement practice group, whose members include partner Thomas
V. Sjoblom, chair of the practice group, and counsel John G. Moon.
All three have served previously as enforcement officials at the
SEC. Mr. Hyatt also adds depth to the Firm's growing white collar
criminal defense practice, whose members include partner Kenneth
A. Caruso, former Deputy Associate Attorney General; partner Abbe
David Lowell, former Special Assistant U.S. Attorney at the
Department of Justice and now a prominent defense attorney in
criminal and Congressional matters; Mr. Sjoblom, former Special
Assistant U.S. Attorney for three judicial districts; and Mr.
Moon, former Special Assistant U.S. Attorney in the Department of
Justice's Criminal Division, Fraud Section.

"Cliff is a great addition to our L.A.-based litigation team,"
added Jay R. Henneberry, Managing Partner of the Firm's Los
Angeles office. "His expertise enhances our West Coast litigation
practice and extends the geographical reach of the Firm's white
collar and securities litigation and enforcement practice groups."

Mr. Hyatt is currently representing a former officer and director
of Gemstar-TV Guide International Inc. in connection with the
SEC's ongoing high-profile financial fraud investigation. He also
represents major financial institutions such as Morgan Stanley in
SEC and securities arbitration matters.

Mr. Hyatt's practice focuses on SEC defense, securities
regulation, and securities litigation and arbitration. He
represents and advises public companies and their officers and
directors in SEC enforcement-related matters involving insider
trading, financial disclosure and securities offerings. In
addition, he represents banks, broker-dealers and financial
services firms in a wide range of SEC, NYSE and NASD-related
compliance and investigatory matters, as well as arbitrations. Mr.
Hyatt also represents public companies and their officers and
directors in complex securities litigation in federal and state
courts.

Prior to entering private practice, Mr. Hyatt was the Deputy
Assistant Regional Director of the SEC's Pacific Regional Office.
As a member of the SEC's Enforcement Division, Mr. Hyatt managed a
team of attorneys who investigated and litigated cases involving
accounting and financial fraud, insider trading, Internet fraud,
stock manipulation, and broker-dealer, investment company and
investment advisor compliance issues.

Mr. Hyatt's most notable SEC cases include SEC vs. Mark S. Jakob
(the Emulex matter), a civil and criminal case against a 23-year-
old college student who disseminated a fake press release over the
Internet that resulted in the Emulex Corp. losing nearly $2.2
billion in market capitalization in just 16 minutes. He also
litigated SEC v. Alan Brian Bond, et al., a civil and criminal
case against the prominent New York City pension fund manager for
receiving over $6.9 million in commission kickbacks from brokerage
firms and for causing over $56 million in client losses through a
fraudulent "cherry-picking" scheme. Mr. Bond was sentenced earlier
this year to more than 12 years in prison. In addition, Mr. Hyatt
was part of the SEC's prosecution team in SEC v. Robert L. Citron
et al., civil and administrative cases against the Orange County,
California Treasurer and others, involving municipal securities
offerings and the loss of more than $1.6 billion in county
investments that ultimately led to bankruptcy. He also litigated
SEC v. Waldron & Co., et al., a civil and trading suspension case
against the underwriter and its president for manipulating the
stock of Internet retailer Shopping.com.

Prior to joining the SEC, Mr. Hyatt was an officer in the trust
asset management departments of two Wall Street firms, Prudential-
Bache Securities and Irving Trust Bank. He received his B.A. from
Fordham College and his J.D. from the National Law Center at
George Washington University.

Chadbourne & Parke LLP, an international law firm headquartered in
New York City, provides a full range of legal services, including
mergers and acquisitions, securities, project finance, corporate
finance, energy, telecommunications, commercial and products
liability litigation, securities litigation and regulatory
enforcement, intellectual property, antitrust, domestic and
international tax, reinsurance and insurance, environmental, real
estate, bankruptcy and financial restructuring, employment law and
ERISA, trusts and estates and government contract matters. The
Firm has offices in New York, Los Angeles, Washington, D.C.,
Houston, Moscow and Beijing, and a multinational partnership,
Chadbourne & Parke, in London. For additional information, visit
www.chadbourne.com.


* Fulbright Picks Mark Baker & Jeff Blount to Co-Head Int'l Dept
----------------------------------------------------------------
The international law firm of Fulbright & Jaworski L.L.P. has
chosen C. Mark Baker and Jeffrey A. Blount as co-heads of the
firm's worldwide International Department. The two succeed the
outgoing head of the International Department, Steven B. Pfeiffer,
whom the firm's partners recently elected to serve as chairman of
Fulbright's Executive Committee. Mark Baker also co-chairs the
firm's International Arbitration Practice Group, and Jeff Blount
is the partner-in-charge of the firm's Hong Kong office.
Fulbright's International Department comprises more than 110
attorneys, is multinational, and includes attorneys and staff who
are fluent in more than 35 languages and dialects. Fulbright
provides a worldwide range of services on international
transactional, commercial, financial, investment and dispute
resolution matters from the firm's offices in the United States,
Asia and Europe.

"Fulbright's international practice continues to thrive and
expand," said Steve Pfeiffer, the chairman of the firm's Executive
Committee. "As an international law firm with well-established
bases in Texas and on both the East and West Coasts of the United
States, we continue to enjoy growth in our international practice.
The combined energies and talents of Mark Baker and Jeff Blount,
who have extensive experience in the areas of international
dispute resolution and international transactional matters,
respectively, will help our firm continue building this important
part of our overall practice."

In addition to announcing the new heads of its International
Department, Fulbright also announced the creation of the firm's
Asia Pacific Practice Group. The Asia Pacific Practice Group is
comprised of Fulbright attorneys who have significant experience
in matters involving the Asia Pacific region. Jeff Blount will
serve as co-chair of this group, together with David Levy, a
partner based in the firm's Houston office who has extensive
experience representing Asian-based clients in dispute resolution
matters.

Recent rankings identify Fulbright among the leading law firms in
both transactional and dispute resolution matters. In July 2003,
Corporate Board Member magazine named Fulbright among the top U.S.
law firms in their survey of the board members of public
companies. An international lawyers survey published in the Global
Counsel 2002 Dispute Resolution Handbook picked Fulbright as one
of the five best U.S. dispute resolution firms. Additionally, the
firm was named as one of eight U.S. law firms in the American
Lawyer's international "Arbitration Elite."

          Mark Baker's Background and Experience

Besides heading the firm's International Department, Mark Baker is
the co-chair of the firm's International Arbitration Practice
Group. He is a partner in Fulbright's Houston office, where he
practices in the areas of complex commercial arbitrations,
business litigation and alternative dispute resolution.

Mr. Baker has extensive experience with the international
arbitration and litigation of banking, financial and securities
transactions. He also has extensive experience with international
construction contracts, power purchase and sale agreements, energy
industry disputes, joint ventures, project finance and development
agreements, and disputes between commercial and sovereign
entities. Mr. Baker has arbitrated before many of the world's
arbitral bodies and has been involved in numerous alternative
dispute resolution proceedings. He is frequently selected to serve
as an arbitrator on international arbitration panels. Baker was
named one of the "Highly Recommended" dispute resolution
practitioners in the Global Counsel - Dispute Resolution Handbook
(2003 and 2002) and included in the 2002 Guide to the World's
Leading Experts in Commercial Arbitration, among many other
honors. He received his undergraduate degree from Yale University,
summa cum laude, and his J.D., with high honors, from Duke
University School of Law. He was admitted to the State Bar of
Texas in 1984, after clerking for the Chief Judge of the United
States Court of Appeals for the Fifth Circuit.

           Jeff Blount's Background and Experience

In addition to leading the firm's worldwide International
Department, Jeff Blount is the co-chair of the firm's Asia Pacific
Practice Group. Mr. Blount is also the partner-in-charge of the
firm's Hong Kong office, where he has worked since 1994. Before
then, he practiced for 11 years in the firm's Washington, D.C.,
office.

As an international transactional lawyer, Mr. Blount focuses
primarily on the structuring, negotiation and documentation of
cross-border mergers, acquisitions and dispositions; international
infrastructure project development and finance transactions;
international joint ventures; and foreign investment, commercial
and trade matters. His practice encompasses a broad range of
international commercial, corporate, investment, finance, trade,
taxation and other business law matters, primarily in and
involving Asia. In addition to the matters mentioned above, he has
extensive experience in downstream energy projects; cross-border
equipment leasing transactions; venture capital and other private
equity and debt financing transactions; licensing, manufacturing,
agency and distribution arrangements; business formations; and
workouts and restructuring projects. He has advised multinational
entities, financial institutions, private companies and
individuals on projects throughout Asia, the United States and
elsewhere in the world. Mr. Blount received his undergraduate
degree from Princeton University, cum laude, and his J.D. from the
University of Virginia. He was admitted to the District of
Columbia Bar in 1983 and is admitted as a registered foreign
lawyer in Hong Kong.

            David Levy's Background and Experience

David Levy is a partner in the Fulbright's Litigation,
International, and Intellectual Property and Technology
departments. Mr. Levy focuses his international trial and
arbitration practice on complex commercial disputes, ranging from
business torts to class actions to patent infringement matters. He
also advises corporations on crisis management.

Among the significant litigation matters he has handled recently
was a complex class action litigation in the United States in
which he was the lead attorney for one of the world's largest
portable computer manufacturers based in Japan. He also has
recently represented an international construction entity in
several complex offshore construction disputes. Mr. Levy has tried
numerous cases and handled various appeals in U.S. state and
federal courts. He received his undergraduate degree, with highest
honors, in 1987 from The University of Texas, and his J.D. in 1991
from Harvard Law School. He was admitted to practice in Texas in
1991.

Founded in 1919, Fulbright & Jaworski L.L.P. is a leading full-
service international law firm, with approximately 830 attorneys
in 11 offices in Houston, New York, Washington, D.C., Austin,
Dallas, Los Angeles, Minneapolis, San Antonio, Hong Kong, London
and Munich. Fulbright provides a full range of legal services to
both U.S.-based and non-U.S.-based clients worldwide. In the 2003
BTI survey of FORTUNE 1000 general counsel, Fulbright ranked 7th
in the U.S. in client service and was chosen as a "Top 30 Best A-
Team Law Firm."

For more information, visit http://www.fulbright.com


* Nadine Weiskopf and Eugene Wong Join Lasher Holzapfel Team
------------------------------------------------------------
Lasher Holzapfel Sperry & Ebberson, a Seattle-based full service
business and litigation firm, has named Nadine Weiskopf and Eugene
Wong to its team.

"Lasher Holzapfel Sperry & Ebberson is growing its core teams to
provide stronger and deeper knowledge in the areas of bankruptcy,
commercial litigation general business practice, taxation and real
estate," said Tony Gewald, Managing Principal of Lasher Holzapfel
Sperry & Ebberson. "We feel that adding Ms. Weiskopf and Mr. Wong
to our team strengthens the opportunity to provide these core
legal services to our clients and helps ensure our continued focus
on high quality, practical legal counsel."

-- Nadine Weiskopf practices law in the areas of bankruptcy,
   creditors' rights, general business and commercial litigation.
   She obtained her Juris Doctor from Seattle University School of
   Law.

-- Eugene Wong brings legal experience in the areas of taxation,
   business planning, and real estate to Lasher Holzapfel Sperry
   and Ebberson. Mr. Wong received his Juris Doctor from Gonzaga
   University School of Law and his LL.M. in Taxation from the
   University of Washington School of Law.

With the addition of these two attorneys, Lasher Holzapfel Sperry
& Ebberson has 21 attorneys who provide counsel in the areas of
business and litigation.

Lasher Holzapfel Sperry & Ebberson was founded in 1973. The firm
provides legal services for individuals, families and privately-
held businesses as well as some publicly held businesses in
focused areas of practice. Lasher's areas of practice include
corporate and business law, tax, real estate, estate planning and
probate, commercial litigation, bankruptcy and creditors' rights,
employment law and family law.


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

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

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

                          *********

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

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

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

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

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

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

                          *********

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

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

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

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

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

                *** End of Transmission ***