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         T R O U B L E D   C O M P A N Y   R E P O R T E R

               Thursday, May 22, 2003, Vol. 7, No. 100

                           Headlines

A NOVO BROADBAND: Court OKs SSG Capital as Committee's Advisors
ACCLAIM ENTERTAINMENT: Mar. 31 Balance Sheet Upside-Down by $46M
ACTERNA CORP: Turns to Miller Buckfire for Financial Advice
ADELPHIA BUSINESS: Court OKs Amendment to Credit Pact with Beal
AFTON FOOD GROUP: Delays Filing of FY 2002 Financial Statements

AIR CANADA: CUPE Calls for Federal Action to Address Crisis
ALLEGIANCE TELECOM: S&P Drops Ratings to D After Ch. 11 Filing
ALLEGIANCE TELECOM: Gets Interim Nod to Use Cash Collateral
ALON USA: S&P Rates Corp. Credit & Senior Unsecured Note at B+/B
AMERCO: S&P Drops Ratings to D on Failure to Meet Debt Maturity

AMERICAN COMMERCIAL: Wants Exclusivity Extended Until Sept. 29
AMERICAN FINANCIAL: Selling Sr. Unsec. Notes in Private Offering
ASPEN TECHNOLOGY: Lurgi Extends Commitment to Eng'g Software
ATA HLDGS.: Streamlines Management Team Organizational Structure
BETA BRANDS: Sr. Secured Lenders' Foreclosure Stalls Financials

BUDGET GROUP: Court Approves Proposed AIG Close-Out Agreement
CABLE SATISFACTION: Bank Lenders' Waiver Expires May 28
CITGO PETROLUEM: Fitch Affirms B+ Senior Unsecured Debt Rating
CLEAN HARBORS: Lenders Waive EBITDA Covenant for $500,000 Fee
COLUMBUS MCKINNON: Lenders Agree to Waive Likely Covenant Breach

COLUMBUS MCKINNON: Outlook Negative over Weak Operating Results
COMM 2001-FL4: S&P Takes Rating Actions on Various Notes
CONSECO INC: Files SEC Form 10-Q for March 2003 Quarter
CONSECO INC: Settles Claims Dispute with Cobb Plaintiffs
CROWN PACIFIC: Chap. 11 Filing Likely if Recapitalization Fails

EARL SCHEIB: Taps Ryan Beck to Explore Strategic Alternatives
ENRON CORP: Judge Gonzalez OKs Amendment to DIP Credit Facility
ENRON: Risk Management's Voluntary Chapter 11 Case Summary
ESSENTIAL THERAPEUTICS: Signs-Up FTI to Render Financial Advice
FEDERAL-MOGUL: Earns OK to Expand Ernst & Young Engagement Scope

GLOBAL CROSSING: Urges Court to Approve Emergia Settlement Pact
GLOBAL CROSSING: Limelight Doubles Media Traffic over IP Network
GOLDRAY: Faces Difficulty in Raising Funds to Continue Operation
HAWAIIAN HOLDINGS: Mar. 31 Net Capital Deficit Widens to $160MM
HAWK CORP: President & COO Jeffrey H. Berlin Leaving Company

INGLES MARKETS: Planned $100MM 8.875% Senior Sub. Notes Rated B+
INTERPLAY ENTERTAINMENT: Mar. 31 Net Capital Deficit Tops $8MM
KLEINERT'S: Gets Court Okay to Retain Morgan Lewis as Counsel
KRITON MEDICAL: Judge Hyman Resets Bar Date to June 2, 2003
LEAP WIRELESS: Brings-In Latham & Watkins as Bankruptcy Counsel

LIFESTREAM TECHNOLOGIES: Auditors Express Going Concern Doubt
LTV CORP: Court Okays Deloitte as Admin. Committee's Consultants
MAGNATRAX CORP: UST Schedules First Creditors Meeting on June 16
METALS USA: Court Clears US Steel Stipulation to Set-Off Claims
NAT'L STEEL: Completes $1BB Asset Sale Transaction with US Steel

NEW AMERICAN HEALTHCARE: Court to Consider Plan on June 3, 2003
NEW WORLD REST.: S&P Keeps Watch Following Offering Announcement
NORTHWEST AIRLINES: Fitch Rates Convertible Senior Notes at B
NQL INC: Court Extends Plan Filing Exclusivity Until June 16
NRG ENERGY: Honoring & Paying Prepetition Employee Obligations

OWENS CORNING: Court Approves Sale of Phenix City Plant for $6MM
PENN NATIONAL: Steady Results Prompt S&P's Outlook Revision
PENN TRAFFIC: Delays Filing Annual Report & Threatens Bankruptcy
PENN TRAFFIC: S&P Further Junks Corporate Credit Rating to CC
PENNEXX FOODS: Names Conway, Flickenger & Hain to Expanded Board

PHILIP SERVICES: Preparing to File for Chapter 11 Protection
PHOTRONICS INC: Red Ink Continues to Flow in Fiscal 2nd Quarter
PICCADILLY CAFETERIAS: S&P Junks Credit & Debt Ratings at CCC+
PLIANT CORP: S&P Ratchets Bank Loan Rating Up a Notch to BB-
PROVIDIAN FINANCIAL: Ups Convertible Note Offering to $250 Mil.

PROVINCE HEALTHCARE: S&P Assigns B- Rating to Senior Sub. Notes
RURAL/METRO: Delays Announcement of Fiscal Third-Quarter Results
SBMS VII: Fitch Downgrades Series 2000-C2 Class N to CCC from B-
SIRIUS SATELLITE: Caps 3-1/2% Convertible Note Offering Price
SMALL TOWN RADIO: Case Summary & Largest Unsecured Creditors

SORRENTO NETWORKS: Adjourns Shareholders' Meeting Until Tomorrow
SPEIZMAN: Fails to Regain Compliance with Nasdaq Requirements
STROUDS: Defaults on Fog Cutter Loan & Files Chapter 11 Petition
SUN HEALTHCARE: Mar. 31 Balance Sheet Insolvency Stands at $186M
SUNBLUSH TECHNOLOGIES: Dec. 31 Balance Sheet Upside-Down by $3MM

UNIFORET INC: Reports Improved First-Quarter 2003 Results
UNITED AIRLINES: Wants Nod for Assumption of Insurance Policies
UNUMPROVIDENT: S&P Affirms BB Ratings on Three Related Deals
VISUAL DATA: Secures Conditional Continued Listing on Nasdaq
WEIRTON STEEL: Wants Section 1114 Retirees' Committee Appointed

WHEELING: Disclosure Statement is Approved; Confirmation June 18
WHEELING: Discloses Significant Creditor Agreements Under Plan
WILLIAMS: Prices Junior Subordinated Convertible Notes Offering
WIND RIVER: First-Quarter Results Stay Within Expected Range
WORLDCOM: Shareholders Organize Boycott of Products and Services

WORLDCOM INC: Boycott Founder Lashes at Settlement Plan with SEC
WORLDCOM INC: NLPC Calls on Congress to Close MCI Tax Loopholes

* DebtTraders' Real-Time Bond Pricing

                           *********

A NOVO BROADBAND: Court OKs SSG Capital as Committee's Advisors
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in A
Novo Broadband, Inc.'s chapter 11 case sought and obtained
approval from the U.S. Bankruptcy Court for the District of
Delaware to retain and employ SSG Capital Advisors, LP as its
financial advisors.

The Committee desires to market the Debtor's assets.  In order
to provide a full and fair market test, the Committee help from
a professional investment firm is the best way in a "quick sale"
case to ensure that the Debtor's assets are properly valued.

To this end, the Committee will employ SSG Capital to:

      a) provide the Committee with marketing advice with respect
         to the Debtor's asset sale;

      b) prepare an offering memorandum which will be presented
         to potential buyers of the Debtor;

      c) assisting the Committee in identifying and evaluating
         proposals for a sales transaction with the Debtor; and

      d) performing such other services as may be required and as
         are deemed to be in the best interests of the Committee
         and the constituency it represents.

The Committee believes SSG Capital holds important experience,
resources, knowledge and expertise in selling businesses.  As
the Debtors has not retained its own marketing professional with
respect to the sale, the Committee believes SSG Capital may add
significant value to the sale process which will benefit the
unsecured creditors.

In this retention, SSG Capital will receive:

      i) an initial $10,000 fee; and

     ii) $10,000 per month.

A Novo Broadband, Inc., a business engaged primarily in the
repair and servicing of broadband equipment for equipment
manufacturers and operators of cable and other broadband systems
in North America, filed for chapter 11 petition on December 18,
2002 (Bankr. Del. Case No. 02-13708).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., at Young, Conaway, Stargatt &
Taylor represent the Debtor in its restructuring efforts.  When
the Company filed for protection from its creditors, it listed
$12,356,533 in total assets and $10,577,977 in total debts.


ACCLAIM ENTERTAINMENT: Mar. 31 Balance Sheet Upside-Down by $46M
----------------------------------------------------------------
Acclaim Entertainment, Inc. (Nasdaq: AKLM) announced its
financial results for the three and seven month periods ended
March 31, 2003.

As previously announced on January 17, 2003, the Company's Board
of Directors approved a change in its fiscal year end from
August 31 to March 31, effective for the period ended March 31,
2003. As a result, the Company has filed with the Securities and
Exchange Commission a Quarterly Transition Report on Form 10-Q
for the three and seven month periods ended March 31, 2003.

For the three months ended March 31, 2003, the Company reported
a net loss of $45.0 million on net revenue of $28.0 million,
compared to net earnings of $4.4 million on net revenue of $66.8
million for the comparable three-months of fiscal 2002. Net
revenue for the three months ended March 31, 2003 decreased
58.2% to $28.0 million from $66.8 million for the comparable
three months of fiscal 2002, primarily due to lower unit sales
of its sequel products and lower average unit selling prices per
title as compared to the same period of the prior year, as well
as increased allowance provisions for returns and price
concessions granted to major retail customers because of the
decline in retail sell-through of the Company's products.

While the increased allowances are the principal reason for the
Company's gross margin loss of (34.2%) for the three months
ended March 31, 2003, compared to gross profit percent of 56.8%
for the same period last year, also contributing to the gross
margin loss was a $6.0 million increase in the amortization of
capitalized software development costs associated with the new
product releases of VEXX(TM), All-Star Baseball(TM) 2004 and
Legends of Wrestling(TM) II and a $3.9 million charge for the
write down of excess inventory to its expected net realizable
value.

For the seven months ended March 31, 2003, the Company reported
a net loss of $67.8 million on net revenue of $101.6 million, as
compared with net earnings of $12.4 million on net revenue of
$160.2 million for the seven months ended March 31, 2002. Net
revenue for the seven months ended March 31, 2003 decreased
36.6%, primarily due to lower unit shipments of sequel titles at
lower average selling prices per unit as compared to the same
period of the prior year, as well as increased allowance
provisions for returns and price concessions granted to major
retail customers because of the decline in retail sell-through
of the Company's products, primarily Turok(TM): Evolution,
Aggressive Inline(TM) and BMX XXX(TM). While the increased
allowances are the principal reason for the Company's $72.2
million gross profit decrease to 25% of net revenue for the
seven months ended March 31, 2003, compared to 61% for the
comparable period one year ago, also contributing to the decline
in gross profit was a $10.5 million increase in the amortization
of capitalized software development costs associated with the
new product releases of VEXX(TM), All-Star Baseball(TM) 2004 and
Legends of Wrestling(TM) II and a $3.9 million charge for the
write down of excess inventory to its expected net realizable
value.

                          Operating Expenses

For the three months ended March 31, 2003, operating expenses of
$34.0 million (121% of net revenue) increased by $2.5 million,
or 8%, from $31.4 million (47% of net revenue) for the three
months ended March 31, 2002 primarily due to a $2.1 million
asset impairment charge recorded on the building held for sale
in the United Kingdom. For the seven months ended March 31,
2003, operating expenses of $89.2 million (88% of net revenue)
increased by $10.8 million, or 14% from $78.4 million (49% of
net revenue) for the seven months ended March 31, 2002 primarily
due to the previously mentioned impairment charge, increased
marketing and product development expenditures and a $4.8
million business restructuring charge recorded to lower the
Company's future operating expenses and improve its operating
cash flows.

                              Liquidity

The Company's short-term liquidity has been supplemented with
borrowings under its North American and International credit
facilities with its primary lender. To enhance its short-term
liquidity during the seven months ended March 31, 2003, the
Company implemented targeted expense reductions through a
business restructuring plan. In accordance with this plan, the
Company reduced its fixed and variable expenses worldwide,
closed its Salt Lake City software development studio,
redeployed various assets, eliminated certain marginal titles
under development, reduced staff and staff related expenses and
lowered future marketing expenditure commitments. Additionally,
on March 31, 2003, the Company's primary lender advanced a
supplemental discretionary loan of up to $11.0 million through
May 31, 2003, and $5.0 million through September 29, 2003. In
May of 2003, two of the Company's executive officers, each
committed to its Board of Directors to prepay a portion of their
outstanding loans due to the Company, in the amount of $2.0
million ($4 million in the aggregate).

At March 31, 2003, the Company's balance sheet shows a working
capital deficit of about $63 million, and a total shareholders'
equity deficit of about $46 million.

Based on the Company's cash resources, including (a) the
Company's supplemental discretionary loan provided by its
primary lender, (b) the $4.0 million cash commitment from the
Company's two executive officers, (c) assuming that its primary
lender consents, based upon its existing collateral, to provide
supplemental financing during the second half of fiscal 2004,
although the Company can provide no assurance to its investors
that it will be able to receive such consents (d) and, assuming
the Company achieves its sales forecast by successfully meeting
its product release schedule as provided in the Company's
business operating plan, (e) and giving effect to the continued
realization of savings from its implemented expense reductions,
and (f) continued support of its primary lender and vendors, the
Company expects to have sufficient cash resources to meet its
projected cash and operating requirements through the next
twelve months, although all of these assumptions cannot be
assured. The Company continues to pursue financing and investing
arrangements with outside investors.

In the event that the Company does not successfully meet its
product release schedule, achieve its sales assumptions or
continue to realize savings from its implemented expense
reductions, or does not obtain the consent of its primary
lender, based upon our existing collateral, continues to provide
the discretionary supplemental financing, the Company cannot
assure investors that its future operating cash flows will be
sufficient to meet the its operating requirements, debt service
requirements or allow for the repayment of its indebtedness at
maturity, including without limitation, repayment of the
supplemental discretionary loan. Should any of these situations
occur, the Company will either need to make further significant
expense reductions, sell certain assets, consolidate or close
certain operations (including development studios), cancel or
cease development of certain software titles currently under
development, further reduce or cancel certain marketing programs
or cease operations. Some of these measures may require third
party consents or approvals from the Company's primary lender
and there can be no assurances that such consents or approvals
will be obtained.

During the three months ended March 31, 2003, approximately 65%
of Acclaim's total revenue was generated from All-Star
Baseball(TM) 2004, ATV: Quad Power Racing(TM)2, Legends of
Wrestling(TM) II, Burnout, and VEXX(TM). For the seven months
ended March 31, 2003, approximately 68% of Acclaim's total
revenue was generated from All-Star Baseball(TM) 2004, ATV: Quad
Power Racing(TM)2, Legends of Wrestling(TM) II, Burnout,
VEXX(TM), Turok(TM): Evolution and BMX XXX(TM).

During the three months ended March 31, 2003, the Company
released All-Star Baseball(TM) 2004 for the PlayStation(R)2
computer entertainment system, Microsoft Xbox(TM), Nintendo
GameCube(TM) and Game Boy Advance(TM); ATV: Quad Power
Racing(TM)2, for the PlayStation(R)2 computer entertainment
system, Microsoft Xbox and Nintendo GameCube; Dakar(TM)2 for the
PlayStation(R)2 computer entertainment system (European release
only) and Nintendo GameCube; and VEXX(TM) for the
PlayStation(R)2 computer entertainment system, Microsoft Xbox
and Nintendo GameCube. Furthermore, the continued sale of
catalog products and the ongoing success of ATV: Quad Power
Racing(TM)2, Burnout(TM), Crazy Taxi(TM), Mary-Kate and
Ashley(TM), Turok(TM): Evolution, 18 Wheeler: American Pro
Trucker(TM) and Shadow Man(TM) brands across multiple formats,
as well as distribution releases in the international markets
continued to contribute to net revenues.

"The new operating plan that we implemented at the beginning of
this calendar year has enabled our global organization to reduce
its operating expenses, via personnel reductions and other
company-wide cost-saving initiatives," said Rod Cousens, Global
President and Chief Operating Officer for Acclaim. "We will
continually review our product development process to ensure
that we deliver quality products on time that will contribute to
the organizations return to profitability."

I believe that we have taken the important steps to rebuild and
realign our resources to facilitate future growth and
profitability," concluded Cousens. "While fiscal 2004 will be a
transition year for our organization, we have completed our
first phase of rebuilding and will continue to forge ahead with
the process."

Based in Glen Cove, N.Y., Acclaim Entertainment, Inc., is a
worldwide developer, publisher and mass marketer of software for
use with interactive entertainment game consoles including those
manufactured by Nintendo, Sony Computer Entertainment and
Microsoft Corporation as well as personal computer hardware
systems. Acclaim owns and operates five studios located in the
United States and the United Kingdom, and publishes and
distributes its software through its subsidiaries in North
America, the United Kingdom, Australia, Germany, France and
Spain. The Company uses regional distributors worldwide. Acclaim
also distributes entertainment software for other publishers
worldwide, publishes software gaming strategy guides and issues
"special edition" comic magazines periodically. Acclaim's
corporate headquarters are in Glen Cove, New York and Acclaim's
common stock is publicly traded on NASDAQ.SC under the symbol
AKLM. For more information, visit http://www.acclaim.com


ACTERNA CORP: Turns to Miller Buckfire for Financial Advice
-----------------------------------------------------------
Acterna Corp., and it's debtor-affiliates want to employ Miller
Buckfire Lewis & Co., LLC as their financial advisor and
investment banker.

Acterna Chief Financial Officer John D. Ratliff asserts that
Miller Buckfire professionals have extensive experience in
providing financial advisory and investment banking services to
financially distressed companies and to creditors, equity
constituencies and government agencies in reorganization
proceedings and complex financial restructurings.  Moreover,
Miller Buckfire is intimately familiar with the Debtors'
business and financial affairs and is well qualified to provide
the financial advisory and investment banking services required
by the Debtors.  Before the Petition Date, the Debtors engaged
Miller Buckfire to examine strategic alternatives, including a
potential restructuring or financing.

Financial Restructuring Group Dresdner Kleinwort Wasserstein,
the former employer of substantially all Miller Buckfire
professionals -- acted as dealer manager in a cash tender offer
for the 9-3/4% senior subordinated notes due 2008 of Acterna
LLC. After Miller Buckfire separated from DrKW in July 2002, the
Dealer Manager engagement was assigned to Miller Buckfire with
the Debtors' consent.

The Debtors need Miller Buckfire to render financial advisory
and investment banking services that include:

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

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

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

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

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

     -- a $175,000 monthly fee;

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

Fifty percent of the monthly fees will be credited against any
Restructuring Transaction or Sale Transaction Fee.

Mr. Ratliff discloses that the Debtors paid Miller Buckfire
$1,400,000 during the period from September 2002 through April
2003.  Before the Petition Date, the Debtors also paid Miller
Buckfire a $375,000 retainer.

In April 2003, Miller Buckfire entered into negotiations with
the steering committee of Acterna senior secured lenders to
renegotiate the terms of Miller Buckfire's engagement on terms
acceptable to the Senior Secured Lenders.  As a result of the
negotiations, Miller Buckfire and the Steering Committee agreed
to amended terms including a more than $2 million reduction in
Miller Buckfire's proposed compensation.  These amended terms
were incorporated in the Debtors' engagement letter with Miller
Buckfire.

Additionally, the Debtors will indemnify, hold harmless and
defend Miller Buckfire pursuant to the Indemnification
Provisions stipulated in the Engagement Letter.  The Debtors
believe that the Indemnification Provisions are customary and
reasonable for financial advisory and investment banking
engagements, both out-of-court and in Chapter 11 proceedings.

Henry S. Miller, Chairman and Managing Director of Miller
Buckfire, attests that his firm is not and has not been an
investment banker for any outstanding securities of the Debtors
and is not a creditor.  Mr. Miller assures the Court that Miller
Buckfire is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code and holds no interest
adverse to the Debtors and their estates. (Acterna Bankruptcy
News, Issue No. 2; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


ADELPHIA BUSINESS: Court OKs Amendment to Credit Pact with Beal
---------------------------------------------------------------
U.S. Bankruptcy Court Judge Beatty orders that Adelphia Business
Solutions, Inc., and its debtor-affiliates are authorized and
directed to enter into each of the Beal Amendment, the Beal
Pledge Amendment and the Beal/ADLAC Subordination Amendment, as
a party thereto or by acknowledgement and agreement, as
appropriate for each party, and as and to the extent indicated
in the respective agreement, document or instrument, together
with all agreements, documents, and instruments delivered
pursuant thereto.

                          Backgrounder

Beal had agreed in principle, at the outset of the Beal DIP
Credit Facility, to permit the pending settlement with the PHT
Partners as to the Disproportionate Distributions provided that
the settlement:

      -- afforded no recourse by the PHT Partners to any of the
         Adelphia Business Solutions Debtors or ABIZ Pennsylvania
         or ABIZ Capital; and

      -- was secured by no property of ABIZ Pennsylvania or any
         other guarantor or borrower except for a pledge by ABIZ
         Pennsylvania of the Partnership Interest Collateral.

Those conditions proved to be unacceptable to the PHT Partners.
To address the concerns of the PHT Partners, in the settlement
as structured, the PHT Partners would retain full recourse to
ABIZ Pennsylvania and would receive a lien on and security
interest in the Pennsylvania Contract Collateral, and Beal would
receive a lien on and security interest in the Partnership
Interest Collateral.  Beal's lien on and security interest in
the Partnership Interest Collateral, which had been expressly
excluded in both the Beal DIP Final Order and the Beal DIP
Credit Agreement at the outset of the Beal DIP Credit Facility
now can be granted, without violating the Partnership Agreement,
as the consent of the PHT Partners to the lien is being granted
as part of the settlement.

To implement the settlement within the context of the Beal DIP
Credit Facility, Beal required the Debtors, as the borrowers,
and ABIZ Pennsylvania and ABIZ Capital, as the guarantors, under
the Beal DIP Credit Facility, to execute and deliver a certain
Amendment No. 1 to the Existing Beal DIP Credit Agreement, which
amendment is dated as of December 30, 2002.  The Beal Amendment
provides for:

      -- the grant by ABIZ Pennsylvania of a lien on and security
         interest in Beal's favor in the Partnership Interest
         Collateral; and

      -- certain amendments necessary or appropriate to introduce
         certain notice and other covenants and other provisions
         relating to the Partnership or the settlement, or to
         grant relief from certain covenants and other provisions
         that would be inconsistent with the purposes and intents
         of the settlement.

The effectiveness of the Beal Amendment is subject to certain
conditions including:

      -- the payment by the Debtors and ABIZ Pennsylvania of a
         $20,000 amendment fee to Beal, and their payment of
         Beal's counsel's reasonable fees and expenses;

      -- the effectiveness of the Beal/ACOM Subordination
         Amendment and a certain pledge amendment contemplated by
         the Beal Amendment and relating to the Partnership
         Interest Collateral; and

      -- the entry by this Court of an order authorizing and
         approving the settlement, the Beal Amendment, the Beal
         Pledge Amendment, the Beal/ACOM Subordination Amendment
         and the other transactions being effected in connection
         with the settlement. (Adelphia Bankruptcy News, Issue
         No. 34; Bankruptcy Creditors' Service, Inc., 609/392-
         0900)


AFTON FOOD GROUP: Delays Filing of FY 2002 Financial Statements
---------------------------------------------------------------
Afton Food Group Ltd. (TSX:AFF) announced that there will be a
delay in the filing of its audited comparative financial
statements (including the Management's Discussion and Analysis
(MD & A) related thereto) for the fiscal year ended
December 31, 2002 and a delay in the filing of its interim
unaudited financial statements (including the MD & A) for the
period ended March 31, 2003, beyond the date such statements are
required under applicable securities laws. The 2002 Financial
Statements are required to be filed on or prior to May 20, 2003,
which is 140 days after the end of Afton's fiscal year, and the
2003 First Quarter Statements are required to be filed on or
prior to May 30, 2003, which is 60 days after the end of the
quarter. Afton is issuing this news release under the
requirements of Policy 57-603 on the Ontario Securities
Commission.

Afton is currently in negotiations with its senior and
subordinated debt lenders to restructure its debt structure.
These arrangements are expected to improve the company's balance
sheet and assist with the TSX review process.

Afton believes that it is in the best interests of its
stakeholders and appropriate to delay the release of the 2002
Financial Statements and the 2003 First Quarter Statements until
the revised credit facilities have been put in place, because of
the impact these revisions will have on the financial statements
and the MD & A with respect to debt classification and related
note disclosures.

Afton proposes to issue the 2002 Financial Statements and 2003
First Quarter Statements by June 20, 2003, and in any event by
July 20, 2003.

The Ontario Securities Commission has indicated that, in
accordance with its Policy 57-603, should Afton fail to file the
2002 Financial Statements by July 20, 2003 or the 2003 First
Quarter Statements by July 30, 2003, a cease trade order may be
imposed by the applicable securities commissions requiring
that all trading of securities of Afton cease for such period
specified by the order. During the period of time that the 2002
Financial Statements and the 2003 First Quarter Statements
remain unfiled, the directors, senior officers and insiders of
Afton will not trade in securities of Afton.


AIR CANADA: CUPE Calls for Federal Action to Address Crisis
-----------------------------------------------------------
Concerned the country is on the brink of losing its national
airline, Canada's largest union is calling on the prime minister
to set up a special committee of cabinet to deal with the Air
Canada crisis.

In a letter to Prime Minister Christien, the Canadian Union of
Public Employees points out the federal government has promised
support to the Toronto hospitality sector to ease the impact of
the SARS outbreak, but for the airline industry there has been
nothing.

"Air Canada's finances have gone from bad to worse and still we
hear nothing from the government," said CUPE National President
Judy Darcy. "This is the same government that sits silent while
airline executives, bankruptcy judges and lawyers for creditors
shape the future of Canada's airline industry. Who is
representing the public interest?"

CUPE, which represents 8,300 Air Canada cabin personnel, says a
special committee of cabinet is needed to pull together a
coherent response from the federal government to the Air Canada
crisis.

"There are a host of ministers responsible for different aspects
of the problem - David Collenette, John Manley, Jane Stewart,
Elinor Caplan - and they are all competing with each other to
see who can do the least," said Darcy.

In addition to the Transport Canada, the Department of Finance,
Human Resources Development Canada and the Canada Revenue and
Customs Agency are all dealing with different aspects of the
issue.

Pamela Sachs, president of the Air Canada Component of CUPE,
said, "Our members are getting fed up petitioning different
ministers to do their jobs. The red ink is rising, our jobs are
in jeopardy, our pensions at risk and members who have been laid
off are being denied benefits. The whole situation is a mess and
what do we hear from the federal government? A deafening
silence."

CUPE is calling on the federal government to provide Air Canada
with bridge financing to help it weather the SARS crisis and to
reduce the burden of user fees for airlines and passengers. It
is also demanding immediate action to protect pensions and
ensure that flight attendants who have been laid off get their
full employment insurance benefits.


ALLEGIANCE TELECOM: S&P Drops Ratings to D After Ch. 11 Filing
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Allegiance Telecom Inc., and related entities to 'D'
from 'CC' due to the company's filing Chapter 11 on
May 14, 2003.

At the same time, Standard & Poor's lowered its senior unsecured
debt ratings to 'D' from 'C' and removed them removed from
CreditWatch. Simultaneously, the 'CC' senior secured bank loan
rating on subsidiary, Allegiance Telecom Company Worldwide, was
affirmed and removed from CreditWatch. Dallas, Texas-based
Allegiance Telecom is a facilities-based integrated
communications provider, offering voice and data services to
small and midsize businesses. As of Dec. 31, 2002, the total
debt outstanding was about $1.2 billion. Bank debt represented
approximately $465 million of the total debt outstanding.

The 'CC' rating on the bank loan reflects the company's intent
to make monthly interest payments on this obligation as
permitted under an Interim Order issued by the U.S. Bankruptcy
Court Southern District of New York on May 14, 2003. "In
addition, the rating indicates Standard & Poor's expectations
that recovery value on the bank facility, which is secured by
all the assets of the company, will likely be less than par
given recent market valuations of competitive local exchange
company assets," said Standard & Poor's credit analyst Rosemarie
Kalinowski. Valuations of distressed CLEC assets have been in
the 10 cents - 20 cents on the dollar range. As of Dec. 31,
2002, assets totaled about $1.4 billion.

The Interim Order issued by the U.S. Bankruptcy Court authorizes
Allegiance Telecom, et al, to use its cash collateral, subject
to certain terms and conditions, to pay ordinary and necessary
business expenses. At May 14, 2003, the company's cash balance
was about $245 million. To protect any diminution in the value
of the bank creditors' cash collateral, the U.S. Bankruptcy
Court granted the creditors "Replacement Liens" which include a
perfected security lien on all the assets of the company in
existence prior to the bankruptcy petition filing and any
assets created after the filing.

In addition to the Replacement Liens, the bank creditors were
granted an administrative claim for the amount of any diminution
in the cash collateral, and will receive monthly interest
payments as indicated under the pre-petition credit agreement,
commencing May 14, 2003.

Allegiance Telecom's 12.875% bonds due 2008 (ALGX08USR2) are
trading at about 24 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ALGX08USR2
for real-time bond pricing.


ALLEGIANCE TELECOM: Gets Interim Nod to Use Cash Collateral
-----------------------------------------------------------
Allegiance Telecom, Inc., and its debtor-affiliates ask for
permission from the U.S. Bankruptcy Court for the Southern
District of New York to use their prepetition lenders' cash
collateral to finance their ongoing operations while operating
under chapter 11 protection.

The Debtors report that before the Petition Date, they entered
into a Credit and Guaranty Agreement with Goldman Sachs Credit
Partners L.P., as syndication agent and sole lead arranger;
General Electric Capital Corporation, as administrative agent,
BankBoston, N.A., and Morgan Stanley Senior Funding, Inc., as
co-documentation agents.  As of the Petition Date, the total
amount outstanding under the Prepetition Credit Agreement is
$465.3 million.

The Debtors tell the Court that the Prepetition Credit Agreement
is collaterally secured by liens upon and security interests in
substantially all of the Company's assets.

The Debtors point out that they need access to the Lenders' Cash
Collateral without further delay.  Currently, the Debtors have
only a limited amount of unencumbered cash and this unencumbered
cash is not sufficient to fund the Debtors' business operations.
The Debtors disclose that absent the ability to use Cash
Collateral, they will not be able to pay insurance, wages, rent,
utility charges and other operating expenses. Consequently,
without access to Cash Collateral, the Debtors will not be able
to maintain their business operations and continue their
restructuring efforts.  Accordingly, the Debtors' estates would
be immediately and irreparably harmed.

If the Debtors are unable to obtain sufficient operating
liquidity to meet their postpetition obligations on a timely
basis, a permanent and irreplaceable loss of business will
occur, causing a loss of value to the detriment of the Debtors
and their creditors. This potential loss of sales and going
concern value would be extremely harmful to the Debtors, their
estates and their creditors at this critical juncture. The
Debtors cannot obtain funds sufficient to administer their
estates and operate their businesses other than by obtaining the
relief requested herein pursuant to section 363 of the
Bankruptcy Code.

The Debtors assure the Court that the Prepetition Lenders have
consented to their use of Cash Collateral in the ordinary course
of business in accordance with this 13-Week Budget (in thousands
of dollars):

                         16-May   23-May   30-May  6-Jun
                         ------   ------   ------  -----
   Total Receipts        12,050   12,050   10,355  15,085
   Total Disbursements   20,977   10,438   22,695  14,090
   Net Cash Flow         (8,927)   1,612  (12,340)    995

                         13-Jun   20-Jun   27-Jun  4-Jul
                         ------   ------   ------  -----
   Total Receipts        13,285   13,285   13,285  10,635
   Total Disbursements   18,746   16,590   21,982  18,176
   Net Cash Flow         (5,461)  (3,305)  (8,697) (7,541)

                         11-Jul   18-Jul   25-Jul  1-Aug   8-Aug
                         ------   ------   ------  -----   ------
   Total Receipts        13,175   13,175   13,175  13,175  38,175
   Total Disbursements   17,970   14,141   24,564  11,929  20,611
   Net Cash Flow         (4,795)    (966) (11,389)  1,246  17,564

The Debtors further agree not to incur any administrative
expenses other than that set forth in the Budget.

After due consideration, the Court grants the Debtors authority
to use the Lenders' Cash Collateral on an interim basis, pending
final hearing, through July 15, 2003.

A final hearing on the Debtors' use of Cash Collateral is
scheduled for June 13, 2003 at 10:00 a.m. in Courtroom 610 at
the United States Bankruptcy Court, Alexander Hamilton Custom
House, One Bowling Green, New York, New York 10004-2870.

Allegiance Telecom, Inc., is a holding company with subsidiaries
operating in 36 major metropolitan areas in the U.S. who provide
a package of telecommunications services, including local, long
distance, international calling, high-speed data transmission
and Internet services and customer premise communications
equipment sales and maintenance services.  The Debtors filed for
chapter 11 protection on May 14, 2003 (Bankr. S.D.N.Y. Case No.
03-13057).  Jonathan S. Henes, Esq., and Matthew Allen Cantor,
Esq., at Kirkland & Ellis represents the Debtors in their
restructuring efforts.  When the Company filed for protection
from its creditors, it listed $1,441,218,000 in total assets and
$1,397,494,000 in total debts.


ALON USA: S&P Rates Corp. Credit & Senior Unsecured Note at B+/B
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to independent petroleum refiner and retail
marketer Alon USA Inc.

At the same time, Standard & Poor's assigned its 'B' rating to
Alon's proposed $150 million senior unsecured notes due 2011.
The outlook is stable.

Proceeds from the note offering will be used for the reduction
of outstanding bank debt, planned capital expenditures in 2003
through 2004, and general corporate purposes. Dallas, Texas-
based Alon had about $170 million of debt outstanding as of
March 31, 2003.

"The ratings on Alon reflect the challenges the company faces as
a small independent petroleum refiner and marketer with high
book leverage, participating in a competitive, erratically
profitable industry that is burdened by excess capacity and high
fixed-cost requirements for refinery equipment and regulation
compliance," said Standard & Poor's credit analyst Brian Janiak.
"These weaknesses are partially offset by the company's
significant advantage as a local refiner in physically remote
markets and relatively modest spending requirements necessary to
meet upcoming clean fuels requirements."

Standard & Poor's also said that the stable outlook reflects the
expectation that the company will manage its growth plans in a
prudent manner in order to maintain adequate liquidity even
during a down cycle environment. In addition, the stable outlook
is predicated on the expectation that completion of the Longhorn
pipeline will not result in a material deterioration of the
company's business and financial profile.

Alon operates a refinery with 60,000 barrels per day of crude
oil throughput capacity in Big Springs, Texas. The company
serves relatively isolated, typically high margin niche markets
in West Texas, New Mexico, and Arizona and maintains a retail
network in the southwestern U.S. that includes over 1,400 Fina-
branded retail sites.


AMERCO: S&P Drops Ratings to D on Failure to Meet Debt Maturity
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on AMERCO, parent of U-Haul International Inc., to 'D'
from 'SD' (selective default).

At the same, Standard & Poor's lowered its unsecured debt rating
on AMERCO to 'D' from 'CC' and removed it from CreditWatch,
where it was placed July 10, 2002. The downgrades follow the
company's failure to meet a $175 million debt maturity on May
15, 2003. The corporate credit rating was lowered to 'SD' on
Oct. 16, 2002, after AMERCO failed to meet a $100 million debt
maturity. Subsequently, the company also failed to make
preferred stock dividend payments. Approximately $1.8 billion of
rated debt is affected.

"AMERCO's failure to meet the debt maturity due May 15, 2003,
continues a pattern of defaults on certain debt payments that
began in October 2002," said Standard and Poor's credit analyst
Betsy Snyder. "AMERCO's total amount of obligations currently in
default (either directly or as a result of a cross-default) is
approximately $1.4 billion, although the company has continued
to make interest payments on the defaulted issues," the analyst
continued. On March 28, 2003, the company announced it had
accepted a proposal for a new four-year $865.8 million secured
credit facility, the proceeds of which, if completed, would be
used to refinance certain of AMERCO's debt and for working
capital purposes. The company also indicated it hoped to close
and fund the new credit facility in May 2003. However, that date
is fast approaching and there have been no recent announcements
as to the status of this credit agreement. The company has
reached standstill agreements with several of these creditors,
but they are scheduled to expire soon and it is questionable
whether and for how long they will be extended. Therefore, if
the company is not able to access financing over the near term,
it could be forced to file for Chapter 11 bankruptcy protection.

Reno, Nevada-based AMERCO's major operating subsidiary is U-Haul
International Inc., the largest provider of truck and trailer
rentals to retail customers in North America. AMERCO's other
subsidiaries include Amerco Real Estate Co., which owns and
manages most of AMERCO's real estate assets, including its
corporate-owned U-Haul truck rental and self-storage facilities;
and two insurance companies--Republic Western Insurance Co. and
Oxford Life Insurance Co. The insurance operations, which are
involved in insurance of property and casualty and reinsurance
of life, health, and annuity insurance products, are relatively
small within the industry. In April 2003, AMERCO announced its
intent to restructure Republic Western, an entity that has
recorded significant losses over the past few years.


AMERICAN COMMERCIAL: Wants Exclusivity Extended Until Sept. 29
--------------------------------------------------------------
American Commercial Lines LLC and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Southern District of Indiana to
extend their exclusive period to file a Plan of Reorganization
in their on-going chapter 11 cases.  The Debtors tell the Court
that they need until September 29, 2003, to file a plan of
reorganization, and want to retain the exclusive right to do so
through that date.

Since the Petition Date, in addition to managing their day-to-
day operations, the Debtors and their advisors have been
evaluating all facts of their businesses and operation in order
to determine a strategy for successful reorganization.  This
includes analyzing hundreds of leases and charter for barges and
vessels used in the Debtors' operations, and executory
contracts, putting together a program for the resolution of
hundreds of tort claims and meeting with the financial advisors
to the Official Committee of Unsecured Creditors.  These actions
prelude formulating a Plan.

The Debtors' exclusive period for filing a plan currently
expires on May 31, 2003.  The Debtors tell the Court that they
will not be able to file their plan on the May 31, 2003
deadline.

American Commercial Lines LLC, an integrated marine
transportation and service company transporting more than 70
million tons of freight annually using 5,000 barges and 200
towboats in North and South American inland waterways, filed for
chapter 11 protection on January 31, 2003 (Bankr. S.D. Ind. Case
No. 03-90305).  American Commercial is a wholly owned subsidiary
of Danielson Holding Corporation (Amex: DHC).  Suzette E.
Bewley, Esq., at Baker & Daniels represents the Debtors in their
restructuring efforts.  As of September 27, 2002, the Debtors
listed total assets of $838,878,000 and total debts of
$770,217,000.


AMERICAN FINANCIAL: Selling Sr. Unsec. Notes in Private Offering
----------------------------------------------------------------
American Financial Group, Inc., (NYSE: AFG) will commence an
offer to sell, subject to market conditions, $150 million of
senior unsecured convertible notes through a private offering
(which amount does not give effect to an option granted to
initial purchasers to acquire up to $25 million of additional
notes).

The offering will be made only to qualified institutional buyers
in accordance with Rule 144A under the Securities Act of 1933.
The Company intends to use the proceeds of the offering to repay
outstanding indebtedness under its existing bank line of credit
and to provide capital to support its operations.  The notes,
which will be convertible into shares of the Company's common
stock, will be due in 2033.

The securities to be offered have not been registered under the
Securities Act of 1933 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, or in a transaction not
subject to, the registration requirements of the Securities Act
of 1933 and applicable state securities laws.

American Financial Group is engaged primarily in property and
casualty insurance, focusing on specialized commercial products
for businesses, and in the sale of annuities, life and
supplemental health insurance products.

As previously reported, Standard & Poor's Ratings Services
affirmed its triple-'B' counterparty credit and senior debt,
triple-'B'-minus subordinated debt, and double-'B'-plus
preferred stock ratings on American Financial Group Inc.


ASPEN TECHNOLOGY: Lurgi Extends Commitment to Eng'g Software
------------------------------------------------------------
Aspen Technology, Inc. (Nasdaq: AZPN) announced a major
agreement with Lurgi Oel . Gas . Chemie GmbH, an international
technology and engineering company that focuses on gas and
hydrocarbon technology for the petrochemical industry. The new
long-term software license and services agreement extends
Lurgi's long-standing commitment to AspenTech's engineering
solutions, and provides the company with additional components
of the Aspen Engineering Suite(TM).

"Developing innovative new technologies and solutions for our
clients is a continuous challenge and a key competitive
differentiator for our company, such as our ongoing development
of oxygen-based synthesis gas generation and MegaMethanol
technology," said Dr. Hans-Dieter Holtmann, Director New
Technologies of Lurgi Oel . Gas . Chemie. "AspenTech's software
solutions enable us to integrate our workflows and manage
process data and knowledge throughout the engineering lifecycle.
This integration not only helps support our own process
developments, but also allows us to seamlessly interface with
the downstream engineering disciplines of our clients and
engineering partners."

Lurgi Oel . Gas . Chemie has standardized on AspenTech's AES
solutions for simulation, optimization and collaborative
engineering to support its core competency of engineering and
designing new plants. These solutions enable the company to
develop process designs that offer its customers the optimum
trade-off between capital investment and operating expenses. By
streamlining workflows and knowledge sharing, the AES tools also
enable designs to be completed more efficiently, reducing
engineering costs and shortening project duration.

Under the new agreement, Lurgi Oel . Gas . Chemie is expanding
its deployment of the Aspen Icarus technology for economic
evaluation, extending its use from the cost estimation
department into the process engineering group. This expansion
will help ensure that estimates, which are made in the early
phases of conceptual design to compare competing process
technologies, can be made with confidence, using economic data
that reflects Lurgi's own cost base.

"Lurgi Oel . Gas . Chemie is a good example of how our customers
can leverage the Aspen Engineering Suite to support work
processes across several departments." said David McQuillin,
President and CEO of AspenTech. "By using their engineering
information and knowledge more effectively, companies can both
improve productivity and develop superior solutions for their
business."

The Aspen Engineering Suite is an essential element of
AspenTech's solutions for Enterprise Operations Management in
the process industries. These integrated, enterprise-wide
solutions combine engineering and manufacturing/supply chain
technologies to help companies optimize the way they engineer
and run their manufacturing and supply chain operations.

Lurgi Oel . Gas . Chemie is an international technology and
engineering group that designs, supplies and builds turnkey
plants all over the world in the product areas of hydrocarbon
and gas technology and for the petrochemicals industries. The
organization offers its clients a comprehensive range of plant
engineering services, providing a wide variety of technologies
and tailor-made solutions that can lead to a significant
competitive advantage for its customers. As a subsidiary of
Lurgi AG, which is part of the mg technologies group, Lurgi Oel
. Gas . Chemie can rely on a worldwide network of offices, thus
providing optimum flexibility and responsiveness in meeting its
client's project challenges.

For more information, visit: http://www.lurgi-oel.de

Aspen Technology, Inc. provides industry-leading software and
implementation services that enable process companies to
increase efficiency and profitability. AspenTech's engineering
product line is used to design and improve plants and processes,
maximizing returns throughout an asset's operating life. Its
manufacturing/supply chain product line allows companies to
increase margins in their plants and supply chains, by managing
customer demand, optimizing production, and streamlining the
delivery of finished products. These two offerings are combined
to create solutions for Enterprise Operations Management (EOM),
integrated enterprise-wide systems that provide process
manufacturers with the capability to dramatically improve their
operating performance. Over 1,500 leading companies already rely
on AspenTech's software, including Aventis, Bayer, BASF, BP,
ChevronTexaco, Dow Chemical, DuPont, ExxonMobil, Fluor, Foster
Wheeler, GlaxoSmithKline, Shell, and TotalFinaElf. For more
information, visit http://www.aspentech.com

                           *    *    *

As reported in Troubled Company Reporter's October 15, 2002
edition, Standard & Poor's lowered its corporate credit rating
on Aspen Technology Inc., to single-'B' from single-'B'-plus,
following the company's announcement that it expects to report
sales in the September 2002 quarter lower than previously
expected. As a result, efforts to restore profitability and
positive cash flow are likely to be delayed.

At the same time, the rating on Aspen's subordinated debt was
also lowered, to triple-'C'-plus from single-'B'-minus.


ATA HLDGS.: Streamlines Management Team Organizational Structure
----------------------------------------------------------------
In an effort to streamline the organization to better serve the
company's overall business objective more efficiently, ATA (ATA
Airlines, Inc.) (Nasdaq:ATAH), the nation's 10th largest
airline, has simplified the organizational structure of its
management team.

"The airline industry has never been under greater pressure
making it increasingly necessary to re-examine and analyze our
business and organizational plan on a continuous basis," said
George Mikelsons, ATA Chairman and Chief Executive Officer. "To
effectively meet our business objective, we have consolidated
some key management roles by eliminating four officer positions.
Additionally, we've divvied up responsibilities among the
officers and restructured the Executive Committee."

As part of the restructuring and realignment of
responsibilities, two ATA Vice Presidents have been promoted to
Senior Vice President positions.

William (Bill) D. Beal has been promoted to the newly created
position of Senior Vice President of Flight Operations. Beal
joined ATA in 1997 and is directly responsible for 950
crewmembers and the operational control of ATA's 64 aircraft
fleet. Additionally, he oversees ATA's flight operations,
inflight operations, maintenance facilities and station
operations. A former airline pilot and pilot in the Air Force,
Beal began his aviation career over 30 years ago. He has also
served as Chairman of the Air Transport Association.

Randy Marlar, Vice President for Technical Operations Planning,
has been promoted to the newly created position of Senior Vice
President of Strategic Sourcing and Process Improvement. Marlar
joined ATA in 1981, where he held several key positions in the
Company's maintenance, engineering and technical operations
areas. He was responsible for the coordination and organization
of all technology platforms related to technical operations
including the introduction of new Boeing 737-800 and 757-300
aircraft.

The Company is reforming its Executive Committee, its core
management team. In addition to Mikelsons, Marlar and Beal, the
following officers will serve on the Committee:

David M. Wing, who was named ATA Chief Financial Officer in
March, will continue to serve on the Company's Executive
Committee. Wing has served as ATA's Vice President and
Controller since 1994, and was responsible for all accounting,
financial reporting, budgeting, and SEC compliance activities.
Wing's other responsibilities included tax planning, financial
forecasting and the measurement of business segment
profitability. He also supervised the SEC registrations for
ATA's debt and equity transactions.

William F. O'Donnell has been appointed to the Company's
Executive Committee. O'Donnell is currently Vice President of
Human Resources and has over 25 years of experience in
progressive human resources administration and consulting. He
joined the airline in 2001 and has been instrumental in
implementing human resource strategies and programs and
developing the organizational structure to support these
strategies.

Ranked the No. 1 Medium-sized Airline in 2002 by Aviation Week
magazine, ATA is the nation's 10th largest airline. ATA operates
significant scheduled service from Chicago-Midway, Indianapolis,
St. Petersburg, Fla. and San Francisco to over 40 business and
vacation destinations. Stock of the Company's parent company,
ATA Holdings Corp. is traded on the NASDAQ Stock Market under
the symbol "ATAH." For more information about the Company, visit
the Web site at http://www.ata.com

ATA -- whose corporate credit is rated by Standard & Poor's at
'B-' -- is the nation's 10th largest passenger carrier, based on
revenue passenger miles and operates significant scheduled
services from Chicago-Midway, Indianapolis, St. Petersburg, Fla.
and San Francisco to over 40 business and vacation destinations.
Stock of the Company's parent company, ATA Holdings Corp.
(formerly known as Amtran, Inc.), is traded on the Nasdaq stock
market under the symbol "ATAH." For more information about the
Company, visit the Web site at http://www.ata.com


BETA BRANDS: Sr. Secured Lenders' Foreclosure Stalls Financials
---------------------------------------------------------------
Beta Brands Incorporated (TSX Venture Exchange: BBI) announced
that, as a result of the foreclosure on its assets by its senior
secured lenders, announced on May 2, 2003, it will be unable to
file and deliver: (a) its annual financial statements for the
year ended December 31, 2002 and its interim financial
statements for the period ended March 31, 2003; and (b) its
annual information form for the year ended December 31, 2002
within the periods prescribed by applicable securities laws.

The Company's most recent financial year ended on December 31,
2002. As required by the securities legislation of each of
Ontario, Alberta and British Columbia, the Company must file
with the respective securities commissions of these
jurisdictions, and send to its shareholders: (a) its audited
annual financial statements for the year ended December 31, 2002
on or before May 20, 2003; and (b) its unaudited interim
financial statements for the period ended March 31, 2003 on or
before May 30, 2003. The Company is also required, under Ontario
securities legislation, to file its AIF with the Ontario
Securities Commission by no later than May 20, 2003.

As a result of the foreclosure on May 2, 2003, the Company
requires additional time to prepare the Financial Statements and
AIF. Among other things, the financial statements for the year
ended December 31, 2002 will need to include a note to the
financial statements describing the foreclosure and restating
the balance sheet to indicate the effect of the foreclosure on
the Company's financial position. The Company is working with
its auditors to complete the Financial Statements, and the AIF
as soon as possible. The Company acknowledges that, as a result
of the delay in filing of the Financial Statements and AIF, it
will be in default of applicable securities laws as of May 20,
2003 and the Ontario Securities Commission may impose a cease
trade order in respect of the securities of the Company and
place the Company on the Default List.

The Company will keep the market apprised of any developments in
this regard by way of press release.

The Company's common shares are listed on the TSX Venture
Exchange under the symbol BBI. On May 13, 2003, the Company
announced that trading in the Company's securities had been
suspended as a result of a failure by the Company to maintain
exchange listing requirements. The failure to maintain exchange
listing requirements is the result of the foreclosure on the
assets of the Company, effective May 2, 2003. Under the terms of
the foreclosure order granted by the Ontario Superior Court of
Justice, the Company has been left with no assets and has ceased
to carry on business.


BUDGET GROUP: Court Approves Proposed AIG Close-Out Agreement
-------------------------------------------------------------
Budget Group Inc., and its debtor-affiliates obtained the
Court's approval of a Close-Out Agreement with AIG Europe SA.

                            Background

AIG Europe SA has previously issued to certain of Budget Group
Inc., and its debtor-affiliates various insurance policies that
provided coverage for automobile liability exposure for the
policy periods from January 1, 1998 to January 1, 2001.  In
connection with the Policies, the Debtors and AIG executed
various payment and indemnity agreements and schedules, which,
together with any related documents and the Policies, detail the
parties' liabilities, rights and obligations with respect to the
Policies and additional specifics of the insurance arrangement
between the Debtors and AIG.

Pursuant to the terms of the Agreements, the Debtors are
obligated to reimburse or pay AIG for all retrospective premium
and other obligations, including, without limitation, retention
amounts, deductibles, allocated loss expense, claims
administration expenses, and time and expense fees under the
Agreements.

The Debtors have asked AIG to permit the Debtors to close out
its Obligations under the Agreements.  In connection therewith,
the Obligations have been evaluated and estimated for the
purposes of the close-out, and the Debtors seek to make a final
payment in full satisfaction of all current and future
obligations under the Agreements.

The Close-out Agreement was negotiated at arm's length and in
good faith between the parties, with the Committee's consent.

The basic terms of the Close-out Agreement are:

    A. The Debtors would pay $3,350,000 to AIG in full and final
       settlement of the Debtors' current and future Obligations
       under the Agreements and the GL Policies;

    B. AIG currently holds cash security amounting to $2,496,370
       plus accrued interest on the Debtors' behalf.  After
       Court approval of the Close-out Agreement, the Debtors
       would release the Cash Security to AIG and pay AIG the
       difference between the Close-out Payment and Cash Security
       to satisfy the balance of the Close-Out Payment;

    C. Within five business days after the Conditions in the
       Close-Out Agreement have occurred, a letter of credit
       amounting to $3,900,000 issued in relation to the GL
       Policies will be released to the issuing bank;

    D. The Close-Out Agreement does not alter or release any
       insurance coverage previously provided to the Debtors by
       AIG under the Policies.  All provisions of the Policies
       other than those requiring payment of money by the
       Debtors, including without limitation, those relating to
       dates of coverage, exclusion, limitations and cooperation,
       are not altered by the Close-Out Agreement; and

    E. From and after the date of execution of the Close-Out
       Agreement, the Debtors will not present any further claims
       against the GL Policies and the Debtors will release and
       hold AIG harmless from any and all obligations AIG may
       have in connection with the GL Policies. (Budget Group
       Bankruptcy News, Issue No. 20; Bankruptcy Creditors'
       Service, Inc., 609/392-0900)

Budget Group Inc.'s 9.125% bonds due 2006 (BDGP06USR1) are
trading at about 24 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BDGP06USR1
for real-time bond pricing.


CABLE SATISFACTION: Bank Lenders' Waiver Expires May 28
-------------------------------------------------------
Cable Satisfaction International Inc. (TSX: CSQ.A), a provider
of fixed alternative direct broadband communications services in
Portugal through its subsidiary Cabovisao, announced its
financial and operating results for the fourth quarter and full
year ended December 31, 2002. All amounts are presented in
Canadian dollars unless indicated otherwise.

Highlights

- Operating revenue increased 145% to $118.7 million in 2002
   compared to $48.5 million in 2001. Net loss was $136.3 million
   compared to $69.5 million in 2001. For the fourth quarter of
   2002, operating revenue was $38.3 million compared to $16.2
   million in the same quarter of 2001. Net loss was $47.9
   million compared to $20.0 million in the fourth quarter of
   2001.

- Blended average revenue per subscriber connection for
   residential services in 2002 was $44.68 compared to $31.71 in
   2001. ARPU for business services in 2002 was $82.78.

                 Management's Discussion and Analysis

Overview

Cable Satisfaction International Inc., is a facilities-based
alternative provider of broadband telecommunications services in
Portugal through its wholly-owned operating subsidiary,
Cabovisao-Televisao por Cabo S.A.

The Company's non-exclusive cable television licenses - the
first of which were granted in 1995 - cover approximately 4.5
million homes, or 90% of all homes in continental Portugal, and
85% of the territory. The Company was granted a national direct
access telephony license in 2000. It began offering cable
television services in late 1996, pay TV in 1998, high-speed
Internet access at the end of 1999 and fixed telephony in the
third quarter of 2000.

Since 1996, the Company has invested (euro) 355.7 million
(approximately $571.5 million) to build a state-of-the-art
broadband infrastructure and acquire customer premises equipment
required to connect subscribers. This infrastructure comprises
nine regional hybrid fibre coaxial networks and a national
fibre-optic backbone. The backbone was built in a ring
architecture with 96 fibre strands and was completed and fully
activated during the first quarter of 2002. The HFC networks are
100% bi-directional with a capacity of 85 to 750 MHz to each
subscriber and 5 to 65 MHz upstream from each subscriber. At the
end of 2002, the HFC networks consisted of approximately 9,500
kilometres of coaxial cable and approximately 1,800 kilometres
of fibre-optic cable, while the national fibre-optic ring
extends approximately 1,800 kilometres. The Company's networks
passed 746,286 homes at the end of 2002 compared to 610,281 at
the end of 2001.

The Company experienced significant growth in all services
during 2002 and 2001. The accelerated penetration achieved in
both years was driven by the Company's ability to offer fixed
telephony services with cable television and high-speed Internet
access in competitively priced "triple play" and "double play"
bundles. As of December 31, 2002, the Company had 505,322
revenue generating units despite virtually curtailing its
customer acquisition activities in the fourth quarter of the
year due to the unavailability of additional growth-related
capital. The Company ended 2001 with 290,402 RGUs compared to
124,875 in 2000.

Prior to the first billing cycle in 2003, the Company
disconnected customers in arrears, representing a reduction of
12,572 RGUs, in accordance with its credit policy. As a result,
the Company began the 2003 fiscal year with 492,750 RGUs.

All of the Company's operating revenue and the major portion of
its operating expenses originate in Portugal and are recorded in
euros. The Company's financial statements are presented in
Canadian dollars. As of December 31, 2002 and 2001, the exchange
rates for the Canadian dollar and euro were (euro) 1.00 (equal
sign) $1.6564 and (euro) 1.00 (equal sign) $1.4184,
respectively.

The Company's risk exposure is similar to that of other
telecommunications companies at a similar stage of development.
The main risks include limited operating history, competition,
as well as the development and introduction of services. To
continue its development and growth in Portugal, the Company
requires additional capital to fund a) the further build-out of
its HFC networks to reach new customers, b) purchases of
customer premises equipment for connecting subscribers, c)
working capital requirements and d) operating losses. At the end
of 2002, the Company held cash and cash equivalents of $5.6
million and Cabovisao was unable to further access its credit
facility.

Significant Events

On December 2, 2002, the Company announced that Cabovisao was in
default of certain financial and operational covenants under its
credit facility. The credit facility consisted of a fully drawn
Secured Term Loan of (euro) 100 million ($165.6 million as of
December 31, 2002) that matured on December 31, 2002 and undrawn
Secured Revolving Advances of (euro) 260 million ($430.7 million
as of December 31, 2002). On the maturity date, the credit
facility allowed the Secured Term Loan to be converted into
Secured Revolving Advances, the availability of which was
subject to certain financial covenants and conditions. The
Secured Revolving Advances were cancelled on December 19, 2002
and such conversion did not occur.

On December 31, 2002, the Company obtained waivers with respect
to Cabovisao's non-compliance with certain financial and
operational covenants of the Secured Term Loan and an extension
of the maturity date until January 31, 2003. Further extensions
were subsequently granted until May 28, 2003, all subject to
certain conditions.

On January 24, 2003, the Company amended its credit facility
providing Cabovisao with immediate access to a (euro) 14 million
($23.3 million as of December 31, 2002) liquidity line, subject
to certain conditions. Such financing has allowed Cabovisao to
fund operations and maintain customer acquisition activities on
a limited basis in 2003.

On March 1, 2003, the Company did not make the semi-annual
interest payment on its US$155 million ($245 million as of
December 31, 2002) Senior Notes. The grace period with respect
to such payment expired on March 31, 2003 without such payment
having been made, constituting an event of default.

Given this context, there is significant uncertainty regarding
the Company's ability to continue as a going concern. The
Company's 2002 consolidated financial statements do not include
any adjustments to the amounts and classifications of the assets
and liabilities that might be necessary should the Company be
unable to continue as a going concern.

Change in External Auditor in 2002

Effective for the second quarter of 2002, as a result of the
partners and staff of the Canadian operations of Arthur Andersen
LLP joining Deloitte & Touche LLP, Deloitte & Touche LLP was
appointed as the Company's external auditor.

Results of Operations

The Company experienced strong growth in RGUs and operating
revenue in 2002, reflecting the competitive positioning of its
services and the successful execution of its sales and marketing
strategies. Approximately 74% of new residential customers in
2002 subscribed to more than one service, resulting in a higher
blended monthly average revenue per subscriber connection in
2002 compared to 2001.

Operating Revenue

Total operating revenue in 2002 increased 145% to $118.7 million
compared to $48.5 million in 2001. Operating revenue is derived
mainly from residential customers and consists of fixed monthly
tariffs for cable television and high-speed Internet services,
as well as monthly telephony tariffs based on minutes of use.
Residential customers accounted for more than 95.0% of operating
revenue in 2002. The balance of operating revenue is derived
from business customers and includes sales of network capacity.

The higher operating revenue in 2002 reflects strong subscriber
growth for all services and increased blended ARPU. The number
of total RGUs rose 74% to 505,322 compared to 290,402 at the end
of 2001. RGUs represent the number of services purchased by
subscribers.

The blended ARPU for 2002 was (euro) 30.07 ($44.68 for the year
ended December 31, 2002) compared to (euro) 22.37 ($31.71 for
the year ended December 31, 2001). This increase reflects the
success of the Company's bundling strategy which increased the
number of services per subscriber to more than 2.0 for 2002
compared to 1.74 for 2001, including significant growth in high-
speed Internet RGUs in the revenue mix in 2002. This service
commands a higher ARPU than basic cable television services.

Operating revenue from cable television services, including pay
TV, was up 82% to $59.7 million for 2001 compared to $32.9
million for 2001. This reflects subscriber growth and a tariff
increase of approximately (euro) 1.00 ($1.66 as of December 31,
2002) implemented on May 1, 2002. The number of basic cable
subscribers increased 36% to 223,581 for a penetration rate of
30.0%, compared to 164,298 and 26.9%, respectively, at the end
of 2001. Pay TV subscribers rose 51% to 55,841 from 37,061 at
the end of 2001 and the penetration rate was 25% compared to
22.6%.

High-speed Internet subscribers more than doubled in 2002 and
the Company raised tariffs by approximately (euro) 1.35 ($2.24
as of December 31, 2002) effective in August, resulting in
operating revenue of $22.7 million compared to $7.0 million in
the previous year. Internet subscribers totaled 64,480 at the
end of 2002 compared to 30,954 in the previous year.

Operating revenue from telephony services increased 311% in 2002
to $35.3 million compared to $8.6 million for 2001, reflecting
accelerated subscriber growth. At the end of 2002, the Company
had 161,420 telephony subscribers compared to 58,089 at the end
of the previous year.

Sales of network capacity were $1.0 million in 2002 compared to
nil in 2001.

The Company launched business services in the fourth quarter of
2001, targeting mainly small and medium-sized business. At the
end of 2002, business services totaled 17,973 RGUs compared to
4,996 at the end of 2001. ARPU per business customer in 2002 was
(euro) 55.79 ($82.78 for the year ended December 31, 2002). In
the table "Growth in Homes Passed and Revenue Generating Units",
business RGUs are included with residential RGUs in each service
category and in total RGUs.

Direct Costs

Direct costs include mainly programming costs for basic cable
television and pay TV services, as well as interconnection costs
related to high-speed Internet and telephony services. For 2002,
direct costs totaled $61.7 million compared to $28.2 million in
2001. The increase in dollar amount reflects rapid subscriber
growth in all services.

As a percentage of operating revenue, direct costs declined in
2002 to 52% compared to 58% in 2001. The main reason for this
improvement is the full activation of the national fibre-optic
ring in the first quarter of 2002, which allows Cabovisao to
carry more signals and complete more calls on its own network.
As well, the Company negotiated improved terms with content
providers for its cable television services and lower rates with
carriers for Internet traffic outside Portugal effective in July
2002.

Gross Margin

Gross margin increased to $57.0 million in 2002 compared to
$20.3 million for 2001. The gross margin percentage improved to
48% compared to 42% in the previous year, reflecting mainly the
benefits of ownership of the national fibre-optic ring.

Operating and Administrative Expenses

Operating and administrative expenses rose to $47 million in
2002 compared to $29.8 million in 2001, reflecting mainly the
increased scale of the Company's operations.

As a percentage of operating revenue, operating and
administrative expenses declined to 40% in 2002 compared to 61%
in 2001. This improvement demonstrates the benefits of a single
integrated network and measures taken by the Company to contain
the increase in variable costs while adding 214,920 net RGUs in
2002. The total number of employees in Portugal and Canada at
the end of 2002 was 352 compared to 312 at the end of the
previous year.

Operating and administrative expenses for both years reflect a
new accounting policy for development costs adopted
retroactively in the third quarter of 2002. Under this new
policy, the Company is expensing a higher proportion of sales
and marketing expenses as incurred, thereby reducing the
proportion of such expenses that were capitalized under the
previous accounting policy.

Bad Debt Expense

The Company recorded a bad debt expense of $9.9 million in 2002,
of which $7.8 million was accounted for in the third quarter
following a review of trade receivables. Most of the bad debt
expense in the third quarter related to inactive customers who
were over 120 days in arrears. Bad debt expense in 2001 was
recorded in operating and administrative expenses.

Depreciation and Amortization

Reflecting mainly the significant investment in network build-
out during the past three years, depreciation and amortization
increased to $59.6 million in 2002 compared to $25.4 million in
2001. Of these amounts, amortization of development and start-up
costs represented $7.8 million in 2002 and $4.0 million in 2001.

Loss From Exiting an Activity

In 2001, the Company discontinued its Tech4Cable subsidiary and
incurred restructuring costs of $1.1 million, as well as a loss
on the write-down of assets of $2.1 million, for a total loss of
$3.2 million.

Loss from Operations

As a result of these factors, the Company's loss from operations
was $59.4 million in 2002 and $38.1 million in 2001.

Other Revenue (Expenses)

Other expenses totaled $65.3 million in 2002 compared to $33.9
million in 2001.

Financial revenue was $0.5 million in 2002 compared to $3.2
million in 2001. The decline is explained by lower temporary
cash surpluses in 2002 than in the previous year.

Financial expenses totaled $48.3 million in 2002 compared to
$28.0 million in 2001. These amounts include $23.2 million and
$21.3 million, respectively, in interest expenses on the Senior
Notes. In addition, interest of $20.4 million in 2002 and $3.5
million in 2001 was paid on Cabovisao's credit facility. The
first tranche of the (euro) 100 million ($165 million as of
December 31, 2002) credit facility was drawn in the fourth
quarter of 2001 and the fourth and final tranche in the third
quarter of 2002. The balance of financial expenses relate mainly
to the amortization of deferred financing and issuance costs and
the amortization of a debt discount which were both higher in
2002 than in 2001.

Capitalized interest was $7.8 million at the end of 2002
compared to $9.3 million at the end of the previous year.

The loss on fair value of a financial instrument was $6.1
million in 2002 compared to $5.4 million in 2001 and is mainly
related to losses from changes in fair value of instruments that
are not considered an effective hedge. In addition, a portion of
the 2002 loss on fair value of a financial instrument relates to
the unwinding of the financial instruments during the year. On
December 31, 2002, the Company had no derivative financial
instruments outstanding.

In 2002, the Company implemented a staff reduction program to
reduce costs and recorded $1.2 million in restructuring and
related expenses, mainly employee severance payments. In
conjunction with the cancellation of the Secured Revolving
Advances, the Company wrote off all related deferred financing
and issuance costs and recorded a loss of $18.9 million. In
addition, the Company incurred $3.1 million of expenses, mainly
professional fees, related to its financial restructuring.

The Company recorded a foreign exchange gain of $15.2 million in
2002, resulting from the appreciation of the euro against the
U.S. dollar. In 2001, a foreign exchange loss of $3.5 million
was recorded.

In 2002, the Company recorded a write-off of long-lived assets
in the amount of $3.1 million, which consisted of an impairment
loss of $1.3 million in goodwill and an impairment loss of $1.8
million in other assets.

Future Income Taxes

In 2002, the Company wrote off its net future tax assets,
resulting in a non-cash charge of $11.6 million. This reflected
uncertainty regarding the realization of tax benefits in future
years since, under Portuguese law, tax losses can only be
carried forward for five years, compared to seven years in
Canada.

Net Loss and Net Loss per Share

Net loss for 2002 was $136.3 million, or $1.51 per share,
compared to a net loss of $69.5 million, or $1.01 per share, for
2001. The weighted average number of outstanding multiple voting
shares and subordinate voting shares increased to 90,111,657 in
2002 compared to 69,014,045 in 2001.

Balance Sheets

Total assets increased to $607.0 million in 2002 compared to
$485.3 million in 2001. This reflected mainly continued
acquisitions of capital assets related to the Company's
telecommunications network and customer premises equipment
required to connect new subscribers, offset partly by a
reduction in current assets.

Current assets declined to $56.2 million in 2002 compared to
$97.0 million in 2001. At the end of 2002, cash and cash
equivalents were $16.4 million lower than in 2001 while other
receivables, comprised mainly of recoverable value added taxes
paid to the Portuguese government, declined by $25.7 million as
a result of their recovery. These decreases were partially
offset, mainly by increased trade receivables as a result of the
increased scale of the Company's business since the end of the
third quarter of 2001.

Capital assets increased to $521.3 million in 2002 compared to
$335.6 million in 2001. This is net of accumulated depreciation
of $97.5 million and $37.5 million, respectively, and reflects
acquisitions of capital assets in 2002.

Total liabilities rose to $598.2 million in 2002 compared to
$391.7 million in 2001, as a result of higher bank indebtedness
and accounts payable and accrued liabilities.

Current liabilities at the end of 2002 were $366.8 million
compared to $146.5 million at the end of the previous year. Of
this amount, bank indebtedness increased to $208.9 million,
comprised of the fully drawn Secured Term Loan of (euro) 100
million ($165.6 million as of December 31, 2002) as well as
(euro) 26.1 million ($43.3 million as of December 31, 2002)
resulting from the unwinding of the interest rate swap
transaction for Cabovisao's credit facility, denominated in
(euro) , and the cross-currency interest rate swap transaction
for the Company's Senior Notes, denominated in U.S. dollars.
Bank indebtedness at the end of 2001 was $22.3 million and
represented the first tranche of Cabovisao's credit facility.

Accounts payable and accrued liabilities were $157.9 million in
2002 compared to $123.9 million in 2001. This increase was
mainly due to higher amounts owed to suppliers of equipment and
services.

                Liquidity and Capital Resources

Operating Activities

For 2002, operating activities, including net changes in non-
cash operating items related to operations, used cash of $4.9
million in 2002 compared to $10.2 million in 2001.

Before net changes in non-cash operating items related to
operations, operating activities used cash of $37.9 million in
2002 compared to $32.6 million in 2001. This increase reflects
mainly the higher net loss in 2002 partly offset by an increase
in depreciation and amortization.

The net change in non-cash operating items related to operations
was $32.9 million in 2002 compared to $22.4 million in 2001. The
increase reflects mainly the recovery of value added taxes in
2002 and a lower increase in accounts payable compared to 2001.

Investing Activities

The Company used net cash of $178.6 million in 2002 compared to
$211.0 million in 2001. The year-over-year decline reflects
lower acquisitions of capital assets in 2002. Of the 2002
capital expenditures, $57.7 million was for the HFC networks to
pass an additional 136,005 homes, $63.0 million for customer
premises equipment, as well as $34.0 million for the national
fibre- optic ring. The corresponding amounts for 2001 were
$109.6 million, $38.7 million and $41.7 million.

The Company also invested $13.8 million in intangible assets and
other deferred charges in 2002, compared to $14.1 million in
2001. Most of these investments relate to commissions paid to
outsourced vendors and the cost of equipment subsidies granted
upon the acquisition of new subscribers.

Financing Activities

Financing activities generated $168.5 million in 2002 compared
to $86.3 million in 2001. The Company raised net proceeds of
$46.2 million at the corporate level in 2002 through the
issuance of subordinate voting shares and Cabovisao drew the
balance of (euro) 85 million ($122.3 million for the year ended
December 31, 2002) on the (euro) 100 million Secured Term Loan.

In 2001, the Company raised $76.2 million at the corporate level
through the issuance of subordinate voting shares and Cabovisao
made a first draw of (euro) 15 million ($21.2 million for the
year ended December 31, 2001) on its credit facility. Financing
expenses of $11.5 million related to this credit facility were
incurred in 2001 and deferred. The Company wrote off these
expenses in 2002 as a result of the expiry of the Secured Term
Loan and the cancellation of the Secured Revolving Advances.

Future Outlook

The Company held cash and cash equivalents of $5.6 million at
the end of 2002 and obtained an additional $23.3 million from
its bankers in January 2003 under an amendment to Cabovisao's
credit facility.

The Company requires additional capital to fund network
expansion and acquire new customers. Its ability to continue as
a going concern is dependent upon its ability to generate
positive net income and positive cash flow in the future, and on
the continued availability of financing.

The Company has formed a Special Committee of its Board of
Directors to review and evaluate the alternatives of the Company
with a view to reduce its financing costs and improve its
liquidity. These may take the form of a debt restructuring,
recapitalization, potential capital infusion, or other types of
transactions, including court supervised reorganization. The
Company has retained the services of a financial advisor to
assist the Board of Directors in this mandate.

The Company is currently in discussions with its existing
secured bank lenders, suppliers, potential investors, as well as
an ad hoc committee of noteholders. There can be no assurance as
to the outcome of such discussions.

                       Financial Statements

The Company's 2002 financial statements and accompanying notes
are available in PDF format on SEDAR and on its Web site.

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

                         Lender Talks

As previously reported in the Troubled Company Reporter,
Cable Satisfaction International Inc.'s bankers have extended
the waivers pertaining to the maturity date of the credit
facility of its subsidiary Cabovisao - Televisao por Cabo, S.A.
until May 28, 2003, subject to certain conditions.

The Company is pursuing constructive discussions with secured
lenders, noteholders, suppliers and potential investors to reach
a consensual agreement on a long-term solution to its financial
requirements and those of Cabovisao. There can be no assurance
as to the outcome of these discussions.

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


CITGO PETROLUEM: Fitch Affirms B+ Senior Unsecured Debt Rating
--------------------------------------------------------------
Fitch Ratings has affirmed the senior unsecured debt rating of
CITGO Petroleum Corporation at 'B+'. Fitch has also assigned a
rating of 'BB' to CITGO's $200 million secured term loan and
raised the rating of the senior notes of PDV America, Inc. to
'B' from 'B-'.

CITGO is owned by PDV America, an indirect, wholly owned
subsidiary of Petroleos de Venezuela S.A., the state-owned oil
company of Venezuela. Fitch has removed CITGO and PDV America's
ratings from Rating Watch Negative. The Rating Outlook for the
debt of CITGO and PDV America is Stable.

The removal of the Rating Watch reflects the significantly
improved liquidity position of CITGO as a result of management's
actions following the general strike in Venezuela. In February,
CITGO issued $550 million of 11-3/8% senior unsecured notes.
CITGO has also entered into a $200 million three year term loan
secured by the company's 15.8% interest in the Colonial Pipeline
and 6.8% interest in the Explorer Pipeline. The company also
established a new $200 million dollar accounts receivable
securitization facility. At the end of the first quarter, CITGO
had $481 million of cash, no borrowings under its $545 million
credit facilities and approximately $175 million of availability
under the new securitization program.

The ratings, however, reflect Fitch's expectation that the
proceeds from the recent $550 million bond offering will be used
to pay the maturity of PDV America's $500 million of senior
notes in August 2003. Fitch views the PDV America senior notes
to ultimately be an obligation of PDVSA. The senior notes are
supported by Mirror Notes issued by PDVSA and held by PDV
America. Under the indentures of the recent bond offering, CITGO
can make a one-time dividend payment to PDV America towards the
August maturity subject to a post-dividend liquidity of $350
million. Fitch expects CITGO to pay for the full $500 million
maturity in August.

The ratings also reflect the potential for further interference
from PDVSA as CITGO enters a period of high capital requirements
to meet the upcoming low sulfur regulations. CITGO estimates the
total capital expenditures to meet environmental regulations to
be approximately $1.3 billion over the next five years.
Financial flexibility could be limited by further dividend
payments or additional force majeure situations interrupting
CITGO's supply of heavy Venezuelan crude. Exclusive of
supporting the PDV America maturity, the indentures of CITGO's
recent bond offering restrict future dividend payments to:

-- 50% of the Consolidated Net Income accrued during the period
   (treated as one accounting period) beginning Jan. 1, 2003.

-- A post-dividend liquidity requirement of $250 million

-- The aggregate amount of dividends during the most recent four
    quarters cannot exceed free cash flow during the same period
    (beginning no earlier than Jan. 1, 2003).

CITGO also continues to address the loss of some letters of
credit (LCs) supporting the company's tax exempt bonds. Through
May, CITGO repurchased approximately $82 million of bonds when
LC providers did not to renew the LCs supporting the bonds.
Further loss of LC support could place a strain on the company's
liquidity position if CITGO is not able to replace the LCs or
issue new bonds. For the remainder of 2003, CITGO has
approximately $200 million of LCs supporting tax-exempt bonds
that are subject to renewal in 2003.

In spite of the Venezuelan supply disruption, CITGO was able to
maintain operations without interruption in the first quarter,
generating $189 million of EBITDA (excluding $118 million of
insurance recoveries in the quarter) behind strong industry
margins. With the additional debt on CITGO's balance sheet,
Fitch would expect CITGO to produce EBITDA-to-interest coverage
of 4.0 to 6.0 times with leverage, as measured by debt-to-EBITDA
of approximately 3.0x in a mid-cycle margin environment.

CITGO is one of the largest independent crude oil refiners in
the United States with three modern, highly complex crude oil
refineries and two asphalt refineries with a combined capacity
of 756,000 barrels per day. The company also owns approximately
41% interest in LYONDELL-CITGO Refining L.P. (LCR), a limited
liability company that owns and operates a 265,000-barrel per
day (BPD) crude oil refinery in Houston, Texas. CITGO branded
fuels are marketed through approximately 13,000 independently
owned and operated retail sites.


CLEAN HARBORS: Lenders Waive EBITDA Covenant for $500,000 Fee
-------------------------------------------------------------
Information obtained from http://www.LoanDataSourceshows that
Clean Harbors, Inc., and certain subsidiaries are borrowers
under:

     (A) a Loan and Security Agreement with:

           * CONGRESS FINANCIAL CORPORATION (NEW ENGLAND)
           * ORIX FINANCIAL SERVICES, INC.
           * BANKNORTH, N.A.
           * SOVEREIGN BANK
           * FLEET CAPITAL CORPORATION and
           * CONGRESS FINANCIAL CORPORATION (CANADA)

         and

     (B) a Financing Agreement with:

           * ABLECO FINANCE LLC
           * OAK HILL SECURITIES FUND, L.P.
           * OAK HILL SECURITIES FUND II, L.P.
           * LERNER ENTERPRISES, L.P.
           * P&PK FAMILY LTD. PARTNERSHIP
           * CARDINAL INVESTMENT PARTNERS I, L.P.
           * DENALI CAPITAL II CLO, LTD.
           * DENALI CAPITAL I CLO, LTD.
           * GLENEAGLES TRADING LLC
           * KZH HIGHLAND-2 LLC
           * CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM and
           * REGIMENT CAPITAL II, L.P.

Clean Harbors disclosed on May 14 that its EBITDA for the first
quarter of 2003 was below the minimum required under these
credit agreements.  The lenders have executed amendments to the
outstanding loan agreements which waive the default of the
covenants previously in effect and amend these covenants for
future periods -- in exchange for amendment fees of $500,000
over the next four months.  The interest rate under the
Company's revolving credit facility in the U.S. will also
increase from LIBOR plus 3.00% to LIBOR plus 3.25% until such
time as the Company demonstrates that it is in compliance with
the revised EBITDA loan covenants as of September 30, 2003. The
interest rates under the Company's Senior Notes will increase
from LIBOR plus 7.25% to LIBOR plus 7.75% and the interest rate
under the Company's Subordinated Notes will increase from 22.0%
to 22.5%, until the Company demonstrates that its EBITDA for the
year ending December 31, 2003 is at least $90 million at which
time the interest rates will revert to those previously in
effect, otherwise the revised interest rates will continue in
effect.

Information obtained from http://www.LoanDataSource.comshows
that Clean Harbors must comply with these new financial
covenants to avoid triggering another round of defaults:

      (1) Consolidated EBITDA must not fall below:


            For the Four Fiscal              Minimum
             Quarters Ending          Consolidated EBITDA
            -------------------       -------------------
            June 30, 2003                   $63,700,000
            September 30, 2003              $76,200,000
            December 31, 2003               $82,100,000
            March 31, 2004                  $90,000,000
            June 30, 2004                   $99,100,000
            September 30, 2004             $108,000,000
            December 31, 2004              $116,000,000
            March 31, 2005                 $125,000,000
            June 30, 2005                  $129,300,000
            September 30, 2005             $134,000,000
            December 31, 2005              $140,000,000
            March 31, 2006                 $145,000,000
            June 30, 2006                  $145,000,000
            September 30, 2006             $150,000,000
            December 31, 2006              $155,000,000
            March 31, 2007                 $160,000,000
            June 30, 2007                  $162,000,000
            September 30, 2007             $165,000,000
            December 31, 2007              $167,000,000

      (2) The Fixed Charge Coverage Ratio must not exceed:

                                              Maximum
                                           Fixed Charge
            Testing Date                  Coverage Ratio
            ------------                  --------------
            June 30, 2003                     0.75:1
            September 30, 2003                0.85:1
            December 31, 2003                 0.90:1
            March 31, 2004                       1:1
            June 30, 2004                      1.1:1
            September 30, 2004                 1.2:1
            December 31, 2004                  1.4:1
            For each fiscal quarter
               thereafter                     1.45:1

On May 14th the Company announced a net loss in the first
quarter of 2003 of $7.6 million, excluding the cumulative effect
of adopting SFAS 143, which applies to legal obligations
associated with the retirement of long-lived assets. As a result
of the revisions discussed below, the Company's net loss (prior
to the effect of the adoption of SFAS 143) for the first quarter
of 2003 as reported in the Form 10-Q was reduced to $7.1 million
largely as a result of lower depreciation and amortization
expense on the acquired assets, and resulted in a first quarter
loss per share of $0.60.

Furthermore, based upon revised guidance the Company has now
received from its external auditors, the Company has revised its
previously announced treatment of the non-cash cumulative effect
of adopting SFAS No. 143 from a $34 million non-cash tax
effected gain, to a reduction of the purchased value assigned to
the CSD assets of $46.5 million. The implementation of this new
standard resulted in a reduced basis in the acquired assets,
rather than as an income statement item and corresponding
increase to equity.

The reporting of the Company's results for the first quarter of
2003 was complicated by the unique circumstances and complex
inter-relationship of the newly adopted SFAS 143, as applied to
recently acquired environmental liabilities as part of the CSD
acquisition, and the accounting treatment presented by the
application of purchase accounting principles. SFAS 143 involves
non-cash items which do not affect EBITDA. In addition, the
Company's previously announced financial guidance for 2003
excluded the effect of the change in accounting principles, net
of income taxes.

Clean Harbors, Inc. through its subsidiaries provides a wide
range of environmental and waste management services to a
diversified customer base including a majority of the Fortune
500 companies, thousands of smaller private entities and
numerous governmental agencies. Within its international
footprint, Clean Harbors has service and sales offices located
in 36 states, six Canadian provinces, Mexico, and Puerto Rico,
and operates 52 waste management facilities strategically
located throughout North America. For more information, visit
its Web site at http://www.cleanharbors.com


COLUMBUS MCKINNON: Lenders Agree to Waive Likely Covenant Breach
----------------------------------------------------------------
Columbus McKinnon Corporation (Nasdaq: CMCO), a leading U.S.
designer and manufacturer of material handling products,
announced its financial results for the fiscal 2003 fourth
quarter and full year which ended on March 31, 2003.

Columbus McKinnon's fiscal 2003 fourth quarter consolidated net
sales from continuing operations were $118.8 million, compared
with $114.5 million a year ago, an increase of 3.8%. Income from
operations before amortization and restructuring charges was
$6.1 million for the fiscal 2003 fourth quarter, compared with
$5.8 million in the fourth quarter last year. Fourth quarter
fiscal 2003 loss from continuing operations was $8.1 million,
compared with a loss from continuing operations of $4.7 million
in the fiscal 2002 fourth quarter. Columbus McKinnon's fiscal
2003 fourth quarter net loss was $8.1 million compared with a
net loss of $129.3 million for the fiscal 2002 fourth quarter.

"We dramatically accelerated our efforts in the latter half of
the year to generate cash through divestitures, facility
rationalization and reduced working capital. As a result, in the
fourth quarter, debt was reduced by $20.5 million.
Strategically, we believe the Products Segment is clearly the
area in which we have a leading, sustainable competitive
advantage in the material handling industry," said Timothy T.
Tevens, President and Chief Executive Officer.

At March 31, 2003, Columbus McKinnon's long-term debt was $314.1
million, a $20.5 million reduction from $334.6 million at
December 29, 2002 and a reduction of $33.8 million from $347.9
million at March 31, 2002. The Company was in compliance with
its senior bank debt covenants at March 31, 2003. It is likely,
however, that one of the financial covenants will not be met
early in fiscal 2004. Accordingly, the Company has reached an
agreement in principle with its senior lenders to amend such
covenant for fiscal 2004.

The fourth quarter of fiscal 2003 was impacted by a $1.3 million
loss on the sale of LICO Steel, a steel erection business that
was included in the Solutions Segment. The reported quarter also
included a $4.0 million non-cash impairment charge related to
goodwill of businesses acquired in prior years, restructuring
charges of $2.9 million, and a mark-to-market loss in the
investment portfolio of the Company's captive insurance
subsidiary of $0.5 million. The fourth quarter of fiscal 2002
reflected goodwill amortization of $2.7 million, the loss from
discontinued operations of $3.1 million, a mark-to-market loss
in the investment portfolio of the Company's captive insurance
subsidiary of $2.8 million and a loss on disposition of
discontinued operations of $121.5 million.

Net sales from continuing operations for fiscal 2003 were $453.3
million, compared with $480.0 million in fiscal 2002, a decrease
of 5.6%. Operating income before restructuring charges and
amortization was $33.3 million for fiscal 2003, compared with
$48.7 million in fiscal 2002. The fiscal 2003 loss from
continuing operations before cumulative effect of accounting
change was $6.0 million, compared with a loss from continuing
operations for fiscal 2002 of $6.0 million, or $0.41 per diluted
share, including pre-tax restructuring charges of $9.6 million.
The net loss for fiscal 2003 was reduced to $14.0 million from a
net loss of $135.4 million for fiscal 2002.

Fiscal 2003 results reflected a cumulative effect of accounting
change of $8.0 million related to its initial adoption of
Statement of Financial Accounting Standard (SFAS) No. 142,
"Goodwill and Other Intangible Assets" as of April 1, 2002 and a
further write-down of goodwill of $4.0 million included in
write-off/amortization of intangible assets in the fourth
quarter and year, restructuring charges of $3.7 million and the
early write-off of deferred finance charges associated with the
Company's former senior credit facility of $1.2 million. Fiscal
2002 results reflected restructuring charges of $9.6 million,
the loss from discontinued operations of $7.9 million, and
goodwill amortization of $11.0 million.

"While economic conditions remain soft, we are intent upon
producing profits and reducing debt despite the sustained
weakness in the industrial markets. Our fourth quarter 2003
sales reflect a level of stabilization and we are confident we
continue to hold a leading market position in our key product
lines," said Tevens. "In addition to reducing debt, we
accomplished a great deal in 2003, including

-- we initiated the rationalization of our chain and crane-
    building operations and that process is now nearly complete.

-- we completed the rationalization of 11 facilities companywide
    and most of the real estate associated with these
    rationalized facilities is now being actively marketed for
    sale.

-- we implemented Lean Manufacturing at 15 of Columbus
    McKinnon's North American facilities and reduced inventory by
    over $10.0 million at those facilities.

-- we began the divestiture of less synergistic businesses to
    further reduce costs and debt, with LICO Steel being the
    first completed divestiture."

Tevens concluded, "Accelerating the paydown of debt remains a
top priority for Columbus McKinnon. We remain confident in our
ability to achieve this goal based on the strength of our
business and the cash flow it generates as well as our numerous
initiatives to further reduce costs, which will all support
further debt reduction and strengthen Columbus McKinnon's future
financial position and operating performance."

Columbus McKinnon is a leading worldwide designer and
manufacturer of material handling products, systems and services
which efficiently and ergonomically move, lift, position or
secure material. Key products include hoists, cranes, chain and
forged attachments. The Company is focused on commercial and
industrial applications that require the safety and quality
provided by its superior design and engineering know-how.
Comprehensive information on Columbus McKinnon is available on
its Web site at http://www.cmworks.com


COLUMBUS MCKINNON: Outlook Negative over Weak Operating Results
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Amherst, New York-based Columbus McKinnon Corp., a leading niche
supplier of material handling equipment, to negative from
stable. The revision reflected weaker-than-expected operating
results, due to continued soft market demand and the expectation
that improvement to the company's credit profile will be limited
in the near term.

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

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

"Columbus McKinnon continues to be negatively affected by soft
end-markets, causing weak financial results and stretched credit
protection measures," said Standard & Poor's credit analyst Eric
Ballantine. "If operating and financial initiatives fail to
offset end-market weakness, ratings could be lowered in the near
term."

Management continues to focus on improving profitability and
cash generation by rationalizing facilities, reducing overhead,
and selling non-core assets. However, its initiatives have been
unable to fully offset the challenging market conditions it
currently faces.

Columbus McKinnon is a manufacturer of materials handling,
lifting, and positioning products, including electronic and
hand-powered hoists, alloy and carbon steel chains, and closed-
die forging. The company holds leading positions in most of its
markets, with more than 65% of its domestic sales in markets
where it is the No. 1 supplier.


COMM 2001-FL4: S&P Takes Rating Actions on Various Notes
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on eight
classes of COMM 2001-FL4's commercial mortgage pass-through
certificates. At the same time, Standard & Poor's placed its
rating on eight classes from the same series on CreditWatch with
negative implications, and affirmed its ratings on nine other
classes.

The rating actions reflect significant declines in the credit
characteristics of five of the nine remaining loans. as well as
the 22% paydown of principal balance since issuance, which has
increased credit support levels for the senior pooled classes.
As of April 2003, the principal balance of the loan pool was
$673.36 million (nine floating-rate loans secured by 11
properties), down from $862.75 million (16 loans secured by 52
properties). As of April 2003, there were no delinquent
loans and one loan (Two Grand Central Tower) on ORIX Capital
Markets LLC's (ORIX; the master servicer) watchlist.

The transaction is structured with senior pooled classes from
class A-2 to E and subordinate classes directly secured by
specific loans ("rake classes"). The following describes the
five loans, in order of in-trust loan balance, that have
experienced significant negative credit issues and the
associated rated raked classes directly tied to them.

The largest loan balance in the pool is $146.50 million (22% of
loan pool balance), with a 69% loan-to-value (LTV), based on
reported net cash flow (NCF), compared to 65% LTV at issuance.
The loan is secured by an 808-key Hyatt Regency Maui luxury
resort hotel situated on a 40-acre beachfront lot on Kaanapali
Beach in Lahaina, Maui, Hawaii. Due to the recent decline in
travel, Hawaii has been and remains one of the most severely
affected destinations. Consequently, year-end 2002 revenue-per-
room (RevPAR) declined to $167.73 from $182.81 at issuance and
year-end 2002 NCF, reported by the borrower, reflected a 10.4%
decline to $22.76 million from $25.39 million at issuance. The
borrower has provided Standard & Poor's with first quarter 2003
financials, which reflect that the property is performing
better. The occupancy has increased 9.9% over the same period
in 2002, ADR has increased by 2% over the same period in 2002
and adjusted gross operating profit is $1.7 million more than
the same period in 2002. These factors have led the ratings on
the rake classes for this loan, K-HM, L-HM, and M-HM, to be
placed on CreditWatch with negative implications until Standard
& Poor's meets with the borrower and is able to assess the
sustainability of the improvement in the first quarter 2003
operating performance.

The second largest loan balance is $82 million (18%), with a
100% LTV (based on Standard & Poor's underwritten NCF) compared
to an LTV of 87% at issuance. The collateral is a class B, 33-
story, 394,039 square-feet (sq.-ft.) office building located on
Pine Street in the north financial district of San Francisco,
Calif. Occupancy has declined since issuance to about 81% from
98%, with several leases scheduled to expire over the next
two years. This submarket is much weaker since issuance, which
is reflective of the submarket occupancy of 21.9% and market
rents of $28 per sq. ft., according to Reis's first quarter 2003
report. The current in-place average rent at this property is
$46 per sq. ft.; consequently, several rent concessions are
being offered to retain current tenants. The reported year-end
2002 NCF of $12.91 million represents an approximate decline of
9%, compared to NCF of $14.14 at issuance. These factors have
led to the downgrading of the rake classes for this loan (K-PS,
L-PS, and M-PS).

The third largest loan balance is $110 million (16%), with an
LTV, based on Standard & Poor's underwritten stabilized NCF, of
81% compared to an LTV of 65% at issuance. The collateral is Two
Grand Central Tower, a class B, 600,000 sq. ft. office building
located at 140 East 45th St. between Lexington Avenue and Third
Avenue in New York, N.Y. The largest tenant, Chase Bank, which
occupies approximately 410,000 sq. ft. (about 70% of net
rentable area), will be vacating the building when its lease
expires in August 2003. The property manager advised Standard &
Poor's that there are no prospective tenants at this time for
the Chase space. In addition, three other leases are scheduled
to expire this year, which increases the potential of the
current 100% occupancy declining to approximately 30% by
year-end 2003. Although Standard & Poor's was aware of Chase's
lease expiration at issuance, and a cash reserve of $20 million
was set up for the risk, additional underwriting adjustments are
currently warranted, given that the market is presently weaker
than it was at issuance. Consequently, Standard & Poor's
valuation of this loan included a stabilized occupancy based on
the current submarket occupancy of 91% (according to the Reis
first quarter report) and credit for the cash reserve in place.
The Standard & Poor's rated rake classes for this loan are L-GC
and M-GC. In addition to being downgraded, these classes are
placed on CreditWatch with negative implication until Standard &
Poor's can better assess the borrower's plans for leasing of the
building and commitment to continue to pay debt service after
Chase vacates the building.

The fifth largest loan balance is $48 million (11%), and the LTV
is 86% (58% LTV at issuance). Plaza Las Fuentes is secured by a
multiuse complex containing a 12-story, 350-key, full service
Doubletree Hotel and an eight-story, 182,062 sq. ft. class A
office building in Pasadena, California. The combined properties
have reported a decline in NCF of about 30%; however, the
borrower has stated that it expects to pay off this loan by July
2003. The ratings on the rated rake classes, K-LF, L-LF, and M-
LF, are placed on CreditWatch with negative implications. If the
loan is unable to refinance by August 2003, the classes may be
downgraded.

The sixth largest loan balance is $43 million (6%), and the LTV
is 69% based on reported NCF, compared to 41% LTV at issuance.
The collateral is Ritz-Carlton Chicago, a 435-key luxury Ritz-
Carlton Hotel Condominium located on Chicago's "Magnificent
Mile" and is situated in the tower portion of the building,
known as Water Tower Place. The year-end 2002 revenue per
available room (RevPAR) declined to $185.64 from $220.46 at
issuance, coupled with a 40% decline in reported NCF. There is
no rake class associated with this loan.

One of the remaining four loans, Cherry Hill Office Portfolio,
reported stable year-end 2002 NCF, while the other three loans
reported improved year-end 2002 NCF compared to at issuance. Of
the three loans scheduled to mature in December 2003, two loans
have additional lease extensions; the two loans are Key Center
($27 million, 5%) and Cherry Hill Office Portfolio ($26 million,
4%). The other loan ($96 million, 14%), scheduled to mature in
December 2003, is secured by a super-regional mall in
Manchester, Connecticut, known as Pavilion at Buckland Hills.
This loan reported a 12% increase in year-end 2002 NCF compared
to NCF at issuance, and improved LTV ratio since issuance. These
factors increase the likelihood that the loan will be paid off
by year-end 2003.

                         RATINGS LOWERED

                          COMM 2001 FL4
                Commercial mortgage pass-thru certs

                       Rating           Credit
         Class     To          From     Support (%)

         C         A           AA-      12.95
         D         BBB         A        02.14
         E         BB          A-       NA
         K-PS      B+          BBB+     NA
         L-PS      B           BBB      NA
         M-PS      B-          BBB-     NA

         RATINGS LOWERED AND PLACED ON CREDITWATCH NEGATIVE

                         COMM 2001 FL4
                 Commercial mortgage pass-thru certs

                      Rating
         Class   To               From
         L-GC    BB/Watch Neg     BBB
         M-GC    BB-/Watch Neg    BBB-

               RATINGS PLACED ON CREDITWATCH NEGATIVE

                         COMM 2001 FL4
                 Commercial mortgage pass-thru certs

                       Rating
         Class   To               From
         K-HM    BBB+/Watch Neg   BBB+
         L-HM    BBB/Watch Neg    BBB
         M-HM    BBB-/Watch Neg   BBB-
         K-LF    BBB+/Watch Neg   BBB+
         L-LF    BBB/Watch Neg    BBB
         M-LF    BBB-/Watch Neg   BBB-

                      RATINGS AFFIRMED

                       COMM 2001-FL4
         Commercial mortgage pass-thru certs

                            Credit
         Class   Rating     Support (%)
         A-2     AAA        31.23
         B       AA         19.87
         L-BH    BBB        NA
         M-BH    BBB-       NA
         K-CH    BBB+       NA
         M-CH    BBB-       NA
         L-KC    BBB        NA
         M-KC    BBB-       NA
         K-GM    BBB+       NA
         X1,X2   AAA        NA


CONSECO INC: Files SEC Form 10-Q for March 2003 Quarter
-------------------------------------------------------
Conseco, Inc. (OTCBB:CNCEQ) filed its Form 10-Q for the quarter
ended March 31, 2003, with the Securities and Exchange
Commission. The full text of the Form 10-Q will be available at
the SEC's Web site at http://www.sec.gov

Information regarding the company's Chapter 11 bankruptcy
proceedings is available at http://www.bmccorp.net/conseco

Visit http://www.conseco.comfor more information on the
Company.

DebtTraders reports that Conseco Inc.'s 10.750% bonds due 2008
(CNC08USR1) are trading at about 13 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CNC08USR1for
real-time bond pricing.


CONSECO INC: Settles Claims Dispute with Cobb Plaintiffs
--------------------------------------------------------
Conseco Inc., and its debtor-affiliates ask the Court to approve
a settlement between the Reorganizing Debtors, Conseco Services,
RLI Insurance Company and the Cobb Plaintiffs.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, relates that
on December 6, 2001, the Cobb Plaintiffs filed class action
claims under ERISA provisions against Conseco Services, a non-
debtor affiliate of the Reorganizing Debtors.  The parties
subsequently engaged in discovery.  On February 17, 2003, the
Cobb Plaintiffs filed a proof of claim against Conseco,
designated as Claim No. 49672-005220.

After mediation, the parties agree that:

   a) RLI Insurance Company will pay $3,750,000 in settlement of
      all Cobb Plaintiff claims.  The Cobb Plaintiffs attorneys'
      fees will be paid from this amount;

   b) The Cobb Plaintiffs will release the Debtors and the
      litigation will be dismissed with prejudice;

   c) RLI reserves subrogation and contribution rights against
      other non-contributing insurers; and

   d) The Claim will remain expunged.

According to Mr. Sprayregen, the Debtors will not pay any cash
to settle this litigation and the Claim will remain expunged.
The settlement will avoid potential future liabilities for non-
debtor affiliates, including significant fees and time-consuming
procedures arising from the litigation.  As a result, this
resolution is optimal for the Debtors' estates, their creditors
and other parties-in-interest. (Conseco Bankruptcy News, Issue
No. 21; Bankruptcy Creditors' Service, Inc., 609/392-0900)


CROWN PACIFIC: Chap. 11 Filing Likely if Recapitalization Fails
---------------------------------------------------------------
Crown Pacific Partners, L.P. (OTC Bulletin Board: CRPP.OB), an
integrated forest products company, announced its first quarter
2003 financial results and the sale of its wholesale trading and
distribution operations in Eugene, Oregon and Albuquerque, New
Mexico.

            First Quarter 2003 Results of Operations

For the quarter ended March 31, 2003, Crown Pacific reported a
net loss of $16.5 million on revenues of $107.0 million,
compared to a net loss of $6.9 million on revenues of $122.8
million, for the first quarter 2002. The prior year results
include a gain of $6.0 million related to the sale of
approximately 157,000 acres of Idaho timberland. The current
quarter results include a $5.5 million non-cash charge for the
impairment of goodwill associated with the Eugene and
Albuquerque trading and distribution operations. Excluding this
goodwill impairment charge, the Partnership's net loss would
have been $11.0 million, in line with previous expectations and
reflects ongoing industry weakness in lumber pricing.

Because of the uncertainties related to Crown Pacific's ongoing
negotiations with its lenders for a recapitalization of the
Partnership, Crown Pacific cannot provide guidance for future
results of operations at this time.

      Sale of Wholesale Trading and Distribution Operations

Crown Pacific sold the assets, excluding accounts receivable,
used in its Eugene, Oregon and Albuquerque, New Mexico trading
and distribution operations on April 25, 2003 and May 9, 2003,
respectively. Crown Pacific received cash consideration of
approximately $4.5 million, net of certain liabilities assumed
by the buyers. Both dispositions were driven by the
Partnership's decision to reallocate its currently restricted
working capital to its core businesses. Crown Pacific used these
proceeds to pay down amounts owing on its revolving credit
facility.

As part of Crown Pacific's agreements with its lenders to permit
the sale of these operations, the Partnership agreed to make
additional prepayments on its revolving credit facility equal to
a portion of the receivables collected from these operations,
and not to borrow further amounts under this facility. Thus, the
Partnership retained approximately $6.7 million of accounts
receivable from these operations and will apply fifty percent of
the collections of these receivables to the prepayment of its
revolving credit facility.

                     Recapitalization Efforts

The Partnership is actively negotiating a recapitalization with
its lenders to avoid having to sell assets in the current market
environment and to avoid any potential payment or covenant
defaults under the Partnership's debt agreements. The objective
of the recapitalization is to establish a capital structure that
is consistent with the Partnership's cash flows throughout the
industry cycle, and that affords the Partnership adequate
funding for capital expenditures, working capital needs and debt
service requirements. If the lenders do not grant the
Partnership payment forbearance in the near future, and if the
Partnership is not successful in negotiating a recapitalization
with its lenders, it will likely need to seek protection, as
previously disclosed in the Partnership's 2002 Form 10-K, from
its creditors through Chapter 11 bankruptcy proceedings to
protect the interests of all stakeholders. Throughout this
process the Partnership intends to remain a reliable supplier of
its products to customers, and does not expect any interruption
to its operations as a result of a recapitalization.

Crown Pacific Partners, L.P. is an integrated forest products
company. Crown Pacific owns and manages approximately 524,000
acres of timberland in Oregon and Washington, and uses modern
forest practices to balance growth with environmental
protection. Crown Pacific operates mills in Oregon and
Washington, which produce dimension lumber, and also distributes
lumber and building products through its Alliance Lumber
segment.


EARL SCHEIB: Taps Ryan Beck to Explore Strategic Alternatives
-------------------------------------------------------------
Earl Scheib, Inc. (AMEX:ESH) has retained the New York
investment banking firm of Ryan Beck & Co., Inc., to act as its
exclusive financial advisor to assist management and the Board
of Directors in the exploration of strategic alternatives
available to the Company to enhance shareholder value.

Chris Bement, President and Chief Executive Officer, stated
that, "We continue to be very focused on our mission to serve
the best interests of our shareholders. By hiring Ryan Beck and
its experienced bankers who specialize in middle market
companies, we express our belief that the Company's current
market capitalization does not reflect the true value of our
strong position and opportunities in the aftermarket automotive
paint and body industry. Additionally, the Company's solid asset
base, including an extensive unencumbered real estate portfolio,
should provide strategic opportunities that would leverage this
asset base and the Company's core competencies to enhance Earl
Scheib's long-term outlook."

Earl Scheib, Inc., founded in 1937, is a nationwide operator of
124 retail auto paint and body shops located in more than 100
cities throughout the United States making it the largest
company-owned chain in the industry. In addition, Earl Scheib,
Inc., through a wholly owned subsidiary, manufactures paint
coating systems that are used not only by its paint and body
shops, but are also sold to original equipment manufacturers.

Founded in 1946, Ryan Beck & Co., Inc. provides financial advice
and innovative solutions to individuals, institutions and
corporate clients through over 30 offices in 13 states. Ryan
Beck's Middle Market Investment Banking Group is uniquely
positioned to offer advice and execute a full range of
consulting and financial advisory services and financing
transactions specifically for emerging growth and middle market
companies. Ryan Beck specializes in servicing the investment
banking needs of financial institutions and clients in the
consumer, retail, business services, healthcare and technology
industries.


ENRON CORP: Judge Gonzalez OKs Amendment to DIP Credit Facility
---------------------------------------------------------------
Pursuant to the Final DIP Order, the DIP Credit Agreement is
scheduled to terminate on June 3, 2003.  Approximately
$68,000,000 in letters of credit in the aggregate are
outstanding pursuant to the DIP Credit Agreement, with a
$50,000,000 letter of credit issued and outstanding on Enron
North America Corporation's behalf.  Moreover, all letters of
credit issued under the DIP Credit Agreement will expire on
May 23, 2003. Accordingly, the Debtors negotiated in good faith
with the DIP Lenders to amend and extend the DIP Credit
Agreement in order to provide a continuation of the Debtors'
postpetition financing, as well as amend certain terms and
conditions of the DIP Credit Agreement in the Debtors' best
interest.

Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP, in New
York, informs the Court that under an Extension Agreement, the
Debtors and the DIP Lenders agreed:

   (a) to extend to June 3, 2004 the postpetition financing
       available to the Debtors;

   (b) to reduce the availability of the letter of credit
       facility to $150,000,000 while increasing the sublimit
       available for letters of credit issued on behalf of non-
       debtor affiliates to $65,000,000;

   (c) that each of Enron Corp.'s direct or indirect subsidiary
       Debtors in these cases will be a Guarantor;

   (d) that JPMorgan Chase Bank and Citicorp are the Co-
       Administrative Agents;

   (e) that Citicorp is the Paying Agent;

   (f) that JP Morgan is the Collateral Agent;

   (g) that the proceeds of the Letters of Credit will be used
       solely to support general administrative and operating
       expenses of (x) the Loan Parties, including, without
       limitation, operating expenses with respect to the
       Existing Trading Operations and other expenses associated
       with the hedging or unwind of the Existing Trading
       Operations, or (y) a Non-Debtor Affiliate.  In no event
       will any proceeds of any Letters of Credit be used (i) to
       make or support any payment or prepayment that is
       prohibited under the DIP Credit Agreement, including any
       payment or prepayment in respect of Prepetition
       Indebtedness to the extent prohibited under the DIP Credit
       Agreement, or (ii) to make or support any payment in
       settlement of any claim, action or proceeding before any
       court, arbitrator or other governmental body arising
       before the Initial Petition Date other than as permitted
       by a "first day order" entered by the Bankruptcy Court at
       the time of the commencement of the Cases or the Required
       DIP Lenders;

   (h) that all "Obligations" under the Extension Agreement will
       be secured by: (i) a super-priority claim pursuant to
       Section 364(c)(1) of the Bankruptcy Code; (ii) a
       perfected first-priority lien pursuant to Section
       364(c)(2) of the Bankruptcy Code on all unencumbered
       property of the Loan Parties and on all cash and cash
       equivalents (including amounts in the LC Cushion Account
       and the LC Collateral Accounts) and any investments of
       the funds contained therein; and (iii) a junior lien
       pursuant to Section 364(c)(3) of the Bankruptcy Code on
       all property of the Loan Parties that is subject to valid
       and perfected Liens in existence on the Petition Date
       relevant to the Loan Party or to valid Liens in existence
       on the Petition Date that are perfected subsequent to the
       Petition Date as permitted by Section 546(b) of the
       Bankruptcy Code.  The liens and super-priority claims
       will be subject to a Carve-Out, as specified and subject
       to certain conditions as more fully described in the DIP
       Credit Agreement;

   (i) that if any Loan Party defaults in the payment of the
       principal of or interest on any Letter of Credit
       Reimbursement Obligation or in the payment of any Fee or
       other amount due under the Extension Agreement, whether
       at stated maturity, by acceleration or otherwise, the
       Loan Party must, on demand from time to time, pay
       interest, to the extent permitted by law, on the
       defaulted amount up to (but not including) the date of
       actual payment (after as well as before judgment) at a
       rate per annum (computed on the basis of the actual
       number of days elapsed over a year of 360 days) equal to
       the Alternate Base Rate plus the Applicable Margin plus
       two percent;

   (j) that the Borrower will pay to the DIP Lenders a commitment
       fee for the period from and including the Closing Date to
       but excluding the Termination Date or the earlier date of
       termination of the Commitment, computed at the Commitment
       Fee Rate on the average daily Unused Total Commitment.
       The Commitment Fee, to the extent then accrued, will be
       Payable (x) monthly, in arrears, on the last calendar day
       of each month, (y) on the Termination Date, and (z) on
       the amount of any of the Unused Total Commitment reduced
       or terminated pursuant to the DIP Credit Agreement, on
       the date of reduction or termination;

   (k) that with respect to each Letter of Credit, the Borrower
       will pay:

       -- to the Paying Agent on behalf of the DIP Lenders, a
          fee calculated at rate per annum equal to 1.5% on the
          undrawn stated amount of such Letter of Credit, and

       -- to each Fronting Bank, customary issuance, amendment
          and processing fees and expenses with respect to each
          Letter of Credit issued by Fronting Bank.

       In addition, the Borrower will pay each Fronting Bank for
       its accounts a fronting fee in respect of each Letter of
       Credit issued by the Fronting Bank, for the period from
       and including the date of issuance of the Letter of
       Credit to and including the date of termination of the
       Letter of Credit, computed at a rate of 0.25% per annum,
       on the face amount of that Letter of Credit;

   (l) that the Extension Fee is 0.20% of the DIP Facility;

   (m) that the administration fee and collateral fee for the
       Paying Agent and Collateral Agent are reduced to
       $200,000 each annually; and

   (n) that the DIP Financing Documents provide for certain
       representations and warranties, other affirmative and
       negative covenants, and Events of Default.

Accordingly, pursuant to Sections 105, 361, 362 and 364 of the
Bankruptcy Code, the Debtors ask the Court to approve the
Amendment to the DIP Credit Agreement to provide for extension
of postpetition financing.

Mr. Rosen contends that the Amendment is warranted because:

   (a) it eliminates certain unnecessary or onerous terms and
       conditions;

   (b) it enables the Debtors and their non-debtor affiliates to
       continue financing their numerous operations, pay their
       employees and operate their businesses in the ordinary
       course and in an orderly and reasonable manner to
       preserve and enhance the value of their assets and
       enterprises for the benefit of all parties-in-interest;

   (c) the availability of letters of credit will continue to
       provide outside parties with confidence in the Debtors
       that will enable and encourage them to maintain their
       ongoing credit relationships with the Debtors;

   (d) it will promote the Debtors' reorganization efforts;

   (e) the terms and conditions are fair and reasonable, and
       were negotiated by the parties in good faith and at
       arm's length; and

   (f) the Debtors are unable to obtain unsecured credit or debt
       allowable as an administrative expense under Section
       503(b)(1) of the Bankruptcy Code in an amount sufficient
       and readily available to maintain ongoing operations.

                        *     *     *

Finding no justification to withhold approval, Judge Gonzalez
approves the amendment of the DIP Credit Facility. (Enron
Bankruptcy News, Issue No. 66; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

DebtTraders reports that Enron Corp.'s 9.875% bonds due 2003
(ENRN03USR3) are trading at about 17 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ENRN03USR3
for real-time bond pricing.


ENRON: Risk Management's Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: Risk Management & Trading Corp.
         1400 Smith Street
         Houston, Texas 77002

Bankruptcy Case No.: 03-13259

Chapter 11 Petition Date: May 20, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

Debtors' Counsel: Brian S. Rosen, Esq.
                   Weil, Gotshal & Manges LLP
                   767 Fifth Avenue
                   New York, New York 10153
                   Tel: 212-310-8000

Estimated Assets: More than $100 Million

Estimated Debts: More than $100 Million


ESSENTIAL THERAPEUTICS: Signs-Up FTI to Render Financial Advice
---------------------------------------------------------------
Essential Therapeutics, Inc., and its debtor-affiliates ask for
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ FTI Consulting, Inc., as their Financial
Advisors.

Prior to the commencement of the Company's chapter 11 cases, the
Debtors consulted with FTI with respect to the restructuring of
the Debtors' financial affairs.  The Debtors seek to retain FTI
because of its extensive experience with the financial and
reporting aspects of chapter 11 proceedings.

Martha E.M. Kopacz, Senior Managing Director of FTI, assures the
Court that all of FTI's employees are "disinterested persons" as
that term is defined in section 101(14) of the Bankruptcy Code.

The Debtors require a financial advisor to:

      a) evaluate the condition of the Debtors' business, assets,
         liabilities, operations, debt structure, cash
         collateral, financial reporting, internal accounting
         controls, corporate structure, organization and
         financial condition;

      b) value the Debtors and its assets with respect to the
         Debtors' chapter 11 case;

      c) estimate the creditor recovery in accordance with a
         hypothetical liquidation under Chapter 7 of the
         Bankruptcy Code;

      d) assist the Debtors in preparing and analyzing cash flow
         projections, financial statements, business and
         operating plans, employee retention and incentive
         programs and other necessary special projects or
         reports, and providing expert testimony with respect
         to its duties;

      e) assist the Debtors in connection with a plan of
         reorganization and the implementation thereof including,
         inter alia, assistance in the plan negotiation and the
         plan confirmation process, preparation of financial
         segments of documents related to the plan, and
         preparation and presentation of expert testimony
         relating to financial matters, if required;

      f) participate in the evaluation of any plan of
         reorganization submitted by any other person;

      g) attend meetings and providing advisory assistance to the
         Debtors in connection with its negotiations with
         lenders, any creditors' committee appointed in this
         chapter 11 proceeding, the U.S. Trustee, and other
         parties-in-interest and professionals hired by the same,
         as requested;

      h) assist with the preparation of the Debtors' Schedules of
         Assets and Liabilities, Statement of Financial Affairs,
         initial report to the U.S. Trustee and all other
         financial reports as required by the Court or the U.S.
         Trustee;

      i) provide transaction advisory services and assist the
         Debtors in the negotiations of leases, the sale of
         assets or businesses, and the placing of debt or equity
         financing;

      j) periodically report to the Bankruptcy Court and any
         appropriate committee with respect to the foregoing; and

      k) render such other general business consulting or such
         other assistance as the Debtors or counsel may deem
         necessary that are consistent with the role of a
         financial advisor and not duplicative of services
         provided by other professionals in this proceeding.

The hourly rates of the professionals who have primary
responsibility for this matter are:

      Professional          Position                  Rate
      ------------          --------                  ----
      Martha E.M. Kopacz    Senior Managing Director  $595
      Todd S. Fleisher      Consultant                $290

Essential Therapeutics, Inc., and its debtor-affiliates are
biopharmaceutical companies committed to the discovery,
development and commercialization of critical products for life
threatening diseases. The Company filed for chapter 11
protection on May 1, 2003 (Bankr. Del. Case No. 03-11317).
Christopher S. Sontchi, Esq., at Ashby & Geddes and Guy B. Moss,
Esq., at Bingham McCutchen LLP represent the Debtors in their
restructuring efforts.  When the Company filed for protection
from its creditors, it listed $46,317,000 in total assets and
$65,073,000 in total debts.


FEDERAL-MOGUL: Earns OK to Expand Ernst & Young Engagement Scope
----------------------------------------------------------------
U.S. Bankruptcy Court Judge Newsome approves Federal-Mogul
Corporation and its debtor-affiliates' request to continue Ernst
& Young LLP's employment to provide limited services necessary
for them to comply with the internal control reporting
requirements under Section 404 of the Sarbanes-Oxley Act of
2002.

The Act requires the management of a public company to assess
internal control over financial reporting, report on the
assessment, and subject the assessment to audit by the company's
independent auditor.

Ernst & Young will assist the Debtors with Phase I of the
pending documentation implementation requirements over financial
reporting under Section 404.  Ernst & Young's services will
include assistance, consultation and recommendation related to
the development of:

     -- a detailed project plan;

     -- scope and materiality;

     -- entity level assessment requirements, including providing
        the Debtors with the tool for such documentation;

     -- identification of the significant accounts and processes
        that should be considered for inclusion in the scope of
        the Section 404 implementation; and

     -- other assistance as the Debtors request.

The Debtors initially hired Ernst & Young to provide independent
auditing, accounting, tax, valuation and actuarial services.
Based on Ernst & Young's prior work for them and its familiarity
with their businesses, the Debtors believe that Ernst & Young is
well qualified and able to provide the additional services in a
cost-effective, efficient and timely manner.

The Debtors will pay Ernst & Young $200,000 for the services and
reimburse its actual, necessary expenses. (Federal-Mogul
Bankruptcy News, Issue No. 37; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


GLOBAL CROSSING: Urges Court to Approve Emergia Settlement Pact
---------------------------------------------------------------
According to Paul M. Basta, Esq., at Weil Gotshal & Manges LLP,
in New York, the Global Crossing Debtors and Emergia S.A. each
operate its own high-speed fiber optic network, independently
connecting certain cities within South America, the Caribbean,
and North America. Because Emergia's network provides access to
certain cities and countries that the GX Debtors' Network does
not reach and visa versa, the Parties developed a relationship
whereby they would purchase capacity on each other's networks.
This relationship permitted the Parties to reach additional
markets that otherwise would be unavailable due to the physical
limitations of each Party's network.  The Capacity Purchase
Agreements allowed fordiscount pricing to be applied to capacity
purchases on an "as needed" basis.

Pursuant to the Capacity Purchase Agreements, each Party prepaid
$37,000,000 to the other for indefeasible rights of use on the
other's network.  Pursuant to two subsequent agreements between
the Parties, each dated March 31, 2001, each Party prepaid an
additional $23,000,000 to be applied to purchases of further
capacity.

Mr. Basta explains that the $60,000,000 prepayments served as
credits, against which the Parties purchased IRUs on a rolling
basis.  The operation and maintenance costs of the IRUs were
included in their purchase price, so the Parties were not
required to pay recurring costs related to the maintenance of
purchased capacity.  To date, the GX Debtors and Emergia have
utilized $51,000,000 and $35,000,000, of their $60,000,000
Prepayments.

In late 2002, due to decreased capacity requirements, the
Parties commenced discussions regarding a restructuring of the
Pre-Existing Agreements.  After arms-length negotiations, the
Parties agreed to the terms of the Settlement Agreement.
Pursuant to this motion, the GX Debtors seek the Court's
approval of the Settlement Agreement and the assumption of the
Pre-Existing Agreements, as amended and modified by the
Settlement Agreement.

Pursuant to the Settlement Agreement, Mr. Basta relates that the
Parties will maintain their current levels of capacity and not
draw any additional capacity against their respective
Prepayments.  Emergia and the Debtors agree that $35,000,000 and
$51,000,000, represent their full utilization of capacity under
the Capacity Purchase Agreement.  Emergia also agrees to pay an
annual O&M Charge for each unit of capacity that has been
purchased by Emergia under the Capacity Purchase Agreements, for
which the Debtors will provide a set level of operational and
maintenance support.  The failure of the Debtors to meet certain
performance criteria per unit of capacity during a calendar
month will result in a reduction in the O&M Charges related to
the unit of capacity.

The Settlement Agreement also provides Emergia the option, from
January 1, 2003 through January 1, 2006, to exchange the
capacity it purchased under the Capacity Purchase Agreements and
utilize alternative capacity on different segments of the
Debtors' network.  Each time Emergia exercises the Portability
Option, there will be a one-time fee.  The Portability Option,
however, is subject to these terms:

     (i) Emergia may only exchange a maximum of 25% of its total
         outstanding capacity on the Global Crossing Network each
           year;

    (ii) any capacity that Emergia elects to exchange will be
         valued at the current fair market value as mutually
         agreed by the Parties; and

   (iii) the Debtors will activate the new capacity within 30
         days from the date of the exchange.

Pursuant to the Settlement Agreement, Mr. Basta adds that each
Party waives, for the period from November 25, 2002 through
September 30, 2003, any and all claims, causes of action,
liabilities, obligations and indebtedness against the other
Party, whether known or unknown, suspected or unsuspected,
actual or potential, with respect to any actions, omissions,
statements or negotiations taken or made in connection with the
Pre-Existing Agreements prior to April 25, 2003.  If the
Effective Date has occurred on or before September 30, 2003, the
waiver becomes a full and permanent waiver.  If the Effective
Date has not occurred by September 30, 2003, either party will
have the right at any time after written notice to the other
party to terminate the Settlement Agreement and waivers.  Under
the Settlement Agreement, the assumption of the Pre-existing
Agreements will be effective as of the Effective Date.

Mr. Basta believes that the terms of the Settlement Agreement
are fair and fall well within the range of reasonableness
because:

   A. The Debtors need the capacity on Emergia's network to
      supplement the physical limitations of their own network.
      It is through forging partnerships with other
      telecommunications providers like Emergia that the Debtors
      are able to offer their customers a "worldwide" network,
      and it is, therefore, vital that the Debtors maintain
      capacity on Emergia's network.  Moreover, the Settlement
      Agreement represents a consensual agreement between the
      Parties and preserves their positive working relationship;

   B. The Settlement Agreement limits the Debtors' obligations to
      provide further capacity to Emergia and incur the
      associated capital expenditures;

   C. The Settlement Agreement provides the Debtors with an
      annual stream of revenue in the form of the new O&M
      Charges.  These O&M Charges, which were not part of the
      Capacity Purchase Agreements, are projected to be $525,000
      per year for 15 years; and

   D. Under the Settlement Agreement, Emergia waives all claims
      under the Pre-existing Agreements and releases the Debtors
      from any potential liability under the Pre-Existing
      Agreements. (Global Crossing Bankruptcy News, Issue No. 40;
      Bankruptcy Creditors' Service, Inc., 609/392-0900)


GLOBAL CROSSING: Limelight Doubles Media Traffic over IP Network
----------------------------------------------------------------
Global Crossing announced that Limelight Networks, a leading
provider of Internet delivery solutions, doubled the amount of
traffic it runs over Global Crossing's backbone during the first
quarter of 2003, and that this level of growth is continuing
during the second quarter. Global Crossing has supported
Limelight Networks' growing base of content delivery, streaming
media and enterprise transit customers since 2001, and currently
provides Limelight Networks with IP Transit capacity of nine
Gigabits, as both organizations see continued growth in data
traffic.

"We emphasize routing over Global Crossing's network based on
their performance," said David Rice, Limelight Networks' vice
president of marketing. "Their domestic and international
routes, combined with their excellent peering, complement our
strategy of locating our distributed points of presence at
critical intersections of the Internet for enhanced content
delivery. All of our customers, whether sporting and
entertainment providers, distance learning organizations or
enterprise connectivity clients, demand high performance," added
Rice. "Global Crossing supports us in meeting those requirements
via their solid backbone and infrastructure."

Limelight Networks today supports more than 50 percent of the
traffic for top Internet radio stations (based on
Arbitron/Measurecast reports). Webcasters such as Musicmatch,
Radio Free Virgin, radioio and Sporting News Radio rely on
Limelight Networks to reach their audience every day.
Additionally, the company was the first network to deliver an
end-to-end MPEG-4 Webcast in December 2002.

Limelight Networks was also recently recognized as one of the
first recipients of Microsoft's Windows Media(R) 9 Series
certification for their proven streaming media delivery
performance. The company was able to meet the stringent
requirements necessary for this certification with an overall A+
rating for availability based on Streamcheck reporting. "Global
Crossing plays an important role in our outstanding test
results," said Rice.

Global Crossing's IP-based, high-performance network, which
connects 200 cities in 27 countries, combined with its cost-
effective solutions, addresses the critical needs for reliable,
seamless connectivity of carriers and content providers around
the world. IP Transit leverages Global Crossing's worldwide
network and extensive private peering relationships to provide
high- performance, always-on, direct high-speed connectivity to
the Internet at speeds ranging from T1/E1 to OC48/STM16 and
10Base GigE on a global basis.

"Streaming media is an increasingly important segment of the
carrier marketplace," said Ted Higase, Global Crossing's
executive vice president, carrier sales. "Our network, solutions
and organization are built to address the intensive bandwidth
needs of providers like Limelight Networks, and we're thrilled
to support their growth in this space by enabling them to
provide seamless delivery anywhere, and at any time."

Limelight Networks is a leading provider of outsourced IP
delivery solutions that include Tier-1 bandwidth, content
caching and live or on-demand streaming media. With multiple
Edge distribution locations around the Internet, Limelight
Networks enables some of the Industry's top content providers
and webcasters to reduce the cost and complexity of delivery
while ensuring unmatched performance. Limelight Networks
technology has been proven to dramatically cut the costs
associated with e-commerce, distance learning, and enterprise
connectivity. For more information please contact Limelight
Networks at http://www.limelightnetworks.com/

Global Crossing provides telecommunications solutions over the
world's first integrated global IP-based network, which reaches
27 countries and more than 200 major cities around the globe.
Global Crossing serves many of the world's largest corporations,
providing a full range of managed data and voice products and
services.

On January 28, 2002, Global Crossing Ltd. and certain of its
subsidiaries (excluding Asia Global Crossing and its
subsidiaries) commenced Chapter 11 cases in the United States
Bankruptcy Court for the Southern District of New York
(Bankruptcy Court) and coordinated proceedings in the Supreme
Court of Bermuda (Bermuda Court). On the same date, the Bermuda
Court granted an order appointing joint provisional liquidators
with the power to oversee the continuation and reorganization of
the Bermuda-incorporated companies' businesses under the control
of their boards of directors and under the supervision of the
Bankruptcy Court and the Bermuda Court. Additional Global
Crossing subsidiaries commenced Chapter 11 cases on April 23,
August 4 and August 30, 2002, with the Bermuda incorporated
subsidiaries filing coordinated insolvency proceedings in the
Bermuda Court. The administration of all the cases filed
subsequent to Global Crossing's initial filing on January 28,
2002 has been consolidated with that of the cases commenced on
January 28, 2002. Global Crossing's Plan of Reorganization,
which was confirmed by the Bankruptcy Court on December 26,
2002, does not include a capital structure in which existing
common or preferred equity will retain any value.

On November 18, 2002, Asia Global Crossing Ltd., a majority-
owned subsidiary of Global Crossing, and its subsidiary, Asia
Global Crossing Development Co., commenced Chapter 11 cases in
the United States Bankruptcy Court for the Southern District of
New York and coordinated proceedings in the Supreme Court of
Bermuda, both of which are separate from the cases of Global
Crossing. Asia Global Crossing has announced that no recovery is
expected for Asia Global Crossing's shareholders. Asia Netcom, a
company organized by China Netcom Corporation (Hong Kong) on
behalf of a consortium of investors, has acquired substantially
all of Asia Global Crossing's operating subsidiaries except
Pacific Crossing Ltd., a majority-owned subsidiary of Asia
Global Crossing that filed separate bankruptcy proceedings on
July 19, 2002. Global Crossing no longer has control of or
effective ownership in any of the assets formerly operated by
Asia Global Crossing.

Please visit http://www.globalcrossing.comfor more information
about Global Crossing.


GOLDRAY: Faces Difficulty in Raising Funds to Continue Operation
----------------------------------------------------------------
Goldray continues to be challenged in its efforts to return to
profitability and to obtain financing to fund its current
business plan.

                     Return to profitability

Although first quarter 2003 results show some progress over year
2002 results, Goldray has yet to demonstrate that it has turned
the corner. Moreover, Goldray currently faces several ongoing
and new challenges which are inhibiting its return to sustained
profitability. These challenges include:

- The continuing devaluation of the US currency will create
   foreign currency losses in the second quarter on Goldray's US
   dollar assets;

- The continuing devaluation of the US currency is making
   Goldray's products more expensive in its key US markets;

- Rising interest rates and borrowing costs are increasing the
   cost of financing Goldray's business plan;

- Spending on commercial building construction and office
   furniture continues to be slow.

Management continues its efforts to further reduce costs and
rationalize operations. However, Goldray is not expected to be
profitable in the second quarter.

                           Financing

Goldray has a May 30th deadline to provide a plan to re-finance
the outstanding principal indebtedness due to its senior lender
by June 30th. Goldray also continues to be in default in meeting
various financial tests under its secured line of credit. In
addition, Goldray continues to experience severe near-term cash
flow constraints.

In order to overcome its financing and cash flow difficulties
Goldray is pursuing a number of initiatives. Goldray is:

- Working with its landlord and other suppliers to extend credit
   and to ensure a continued flow of supplies and services;

- Attempting to establish with another lender a credit line
   secured against accounts receivable and inventory;

- Pursuing the issuance of a convertible debenture secured
   against the assets of Goldray and subordinated to senior
   lenders.

At this time the outcome of these initiatives is uncertain.
Goldray does not have a full funding commitment for either the
secured credit line or the convertible debenture.

Goldray faces significant challenges. However, the board and
management are committed in their endeavors to turn around
Goldray's performance in the second half of 2003.


HAWAIIAN HOLDINGS: Mar. 31 Net Capital Deficit Widens to $160MM
---------------------------------------------------------------
Hawaiian Holdings, Inc. (Amex: HA; PCX), parent company of
Hawaiian Airlines, Inc., announced financial results for the
first quarter ended March 31, 2003, reporting a net loss of
$15.5 million, compared with a net loss of $18.6 million for the
same period last year. The company reported an operating loss of
$13.6 million for the quarter, compared to an operating loss of
$18.6 million for the same period last year.

The improved results during a more difficult period, with the
Iraq war and SARS affecting travel demand worldwide in the first
quarter of 2003, reflect the company's ongoing efforts to reduce
operating costs and increase revenues.

Operating revenue totaled $157.1 million for the three months
ended March 31, 2003, compared to $138.1 million for the three
months ended March 31, 2002, an increase of $18.9 million, or
13.7 percent, primarily due to an increase in transpacific
passenger revenue resulting from a 39.4 percent increase in
transpacific capacity as measured by available seat miles
(ASMs). While average load factor in scheduled service
operations fell to 70.5 percent from 78.4 percent in the year-
earlier period, average yield remained static at 11.7 cents.
Total operating revenue per available seat mile (RASM) was 8.79
cents during the first quarter of 2003, compared to 9.14 cents
for the same period last year.

Cost per available seat mile (CASM) dropped to 9.55 cents from
10.37 cents in the year-earlier period. Operating expenses
totaled $170.6 million for the three months ended March 31,
2003, compared to $156.8 million for the three months ended
March 31, 2002, an increase of $13.9 million, or 8.8 percent.
Wages and benefits increased $3.2 million or 6.1 percent,
primarily as a result of pay increases included in collective
bargaining agreements covering a majority of the company's
workforce.

Aircraft fuel costs increased $4.8 million, or 23.0 percent,
compared to the three months ended March 31, 2002. For the three
months ended March 31, 2003, the average cost of aircraft fuel
per gallon increased 50.9 percent, resulting in a $9.3 million
increase in fuel cost. The cost increase was offset by a $1.8
million gain from a fuel-hedging program for the three months
ended March 31, 2003 compared to a $2.9 million loss for the
three months ended March 31, 2002. Despite an increase in
capacity of 18.2 percent as measured by ASMs, fuel consumption
increased only 1.4 percent during the quarter due to the use of
more fuel-efficient wide-body aircraft. Aircraft maintenance
expense decreased $5.5 million, or 26.2 percent, primarily
resulting from the transition from older DC-10 aircraft to a new
B767 fleet. Aircraft rent increased $11.9 million, or 67.3
percent, compared to the three months ended March 31, 2002, a
reflection of the company's fleet modernization program.

John W. Adams, chairman and chief executive officer, said,
"Consistent with the rest of the industry, Hawaiian was
subjected to the compounding problems of higher fuel prices and
continued sluggish travel demand in the first quarter. Bookings
for the summer travel season have been encouraging so far and
the company will begin to realize some of the benefits of its
cost restructuring efforts in the second quarter; however,
competitive pricing is putting downward pressure on average
yield."

As of March 31, 2003, the company reported approximately $67.5
million in cash and cash equivalents, of which approximately
$36.9 million was restricted. As of December 31, 2002, the
company had $95.1 million in cash and cash equivalents, of which
$23.2 million was restricted. Cash used in operating activities
during the first quarter consisted primarily of the net loss of
$15.5 million, additional escrow deposits of $13.7 million
required primarily by our credit card processors and a $7.9
million decrease in vendor payables.

Hawaii tourism, as expressed by total visitor arrivals,
increased 1.7 percent during the first quarter 2003 compared to
2002 levels, according to Hawaii State Department of Business,
Economic Development and Tourism (DBEDT) statistics. Hawaiian
Airlines experienced a slight increase year over year in
scheduled passengers carried during the same period against a
29.1 percent increase in scheduled capacity (ASMs).

The following events occurred during the first quarter of 2003:

-- On January 6, 2003, Hawaiian Airlines ended production of
    interisland flight "coupons" in a major step toward
    completely "ticketless" operations.

-- On January 8, 2003, Hawaiian Airlines began new nonstop
    scheduled service between Honolulu and Las Vegas three days
    per week, supplementing its one-stop service via Ontario, CA
    the other four days per week.

-- On February 1, 2003, Hawaiian Airlines inaugurated new
    nonstop service between Portland, OR and the island of Maui.

-- On February 9, 2003, Hawaiian Airlines announced the
    introduction of state-of-the-art, automated self-check-in
    terminals with the first installations at Honolulu
    International Airport.

-- On February 20, 2003, employees represented by the
    International Association of Machinists and Aerospace Workers
    ratified contract amendments expected to save the company
    $3.8 million in annual labor expense.

-- On February 27, 2003, Hawaiian Airlines completed its fleet
    modernization program with the retirement from scheduled
    service of its last DC-10 aircraft.

-- On March 3, 2003, Hawaiian Airlines introduced its newly
    redesigned Web site, offering a new pricing system, online
    seat selection for long-haul flights, streamlined booking of
    multiple segments and a new function that allows travelers to
    download flight schedules into hand-held personal digital
    assistants (PDAs).

-- On March 6, 2003, employees represented by the Air Line
    Pilots Association ratified contract amendments expected to
    save the company $8.0 million in annual labor expense.

-- On March 11, 2003, employees represented by the Association
    of Flight Attendants ratified contract amendments expected to
    save the company $3.5 million in annual labor expense.

-- On March 21, 2003, Hawaiian Airlines, Inc. filed for
    reorganization under Chapter 11 of the U.S. Bankruptcy Code.

-- On March 31, 2003, the company announced it had won a new
    ground-handling contract from All Nippon Airways covering the
    Japan airline's flight operations at Honolulu International
    Airport.

Hawaiian Holdings, Inc.'s March 31, 2003 balance sheet shows a
working capital deficit of about $60 million, and a total
shareholders' equity deficit of about $160 million.

On April 24, 2003, the Bankruptcy Court granted an order
authorizing Hawaiian to reject the leases for two new B767
aircraft scheduled to be delivered in April and May 2003. As a
result, the company currently has no outstanding commitments for
the acquisition of new or used aircraft.

On April 30 and May 7, 2003, respectively, the company announced
agreements with International Lease Finance Corp., and Ansett
Worldwide on more favorable lease terms covering nearly half of
the company's fleet of aircraft. On May 16, 2003, the U.S.
Bankruptcy Court approved the new Ansett agreement. The
restructured leases with Ansett will result in a significant
reduction in the company's aircraft rental expense and cash
rental payments. The new ILFC agreement is subject to review by
the company's Creditors' Committee and approval of the court.

On May 15, 2003, the company received $17.5 million for
reimbursement of airline security fees under the Emergency
Wartime Supplemental Appropriations Act, which was signed into
law on April 16, 2003. This Act also provides for the suspension
of passenger security fees from June 1 through September 30,
2003; compensation to carriers for the direct costs associated
with installing strengthened flight deck doors and locks; and
the extension of aviation war risk insurance provided by the
government for one year to August 2004.

On May 16, 2003, the Bankruptcy Court issued an order granting a
motion to appoint a Chapter 11 trustee. Once appointed, the
Chapter 11 trustee will oversee the daily operations of Hawaiian
Airlines and will have the power to investigate and enforce
claims relating to transfers of property that occurred prior to
the March 21, 2003 petition date. Additionally, the exclusive
periods of Hawaiian Airlines to file and solicit acceptances of
a plan of reorganization will terminate upon the appointment of
the Chapter 11 trustee.

Hawaiian Holdings, Inc. is a Delaware-based holding company
conducting operations through its subsidiary Hawaiian Airlines,
Inc. Honolulu-based Hawaiian Airlines is Hawaii's first and
largest airline, providing scheduled and charter air
transportation of passengers, cargo and mail among the islands
of Hawaii and between Hawaii and nine gateway cities on the
mainland and two destinations in the South Pacific. The carrier
has earned international awards for its onboard service in First
Class and Coach, has been consistently rated one of the "Top 10
U.S. Airlines" by readers of Conde Nast Traveler and Travel &
Leisure for the past several consecutive years and was named the
top U.S. carrier for "Premium" class service in the 2001 Zagat
Survey. Additional information about Hawaiian Airlines,
including previously issued company news releases, may be
accessed on the Internet at http://www.HawaiianAir.com


HAWK CORP: President & COO Jeffrey H. Berlin Leaving Company
------------------------------------------------------------
Hawk Corporation (NYSE: HWK) announced that Jeffrey H. Berlin,
who has served Hawk Corporation and its subsidiaries in various
capacities since 1991 and as President and Chief Operating
Officer since 1999, will be departing Hawk to pursue other
business interests.

Ronald E. Weinberg, Chairman and CEO, said, "We will certainly
miss Jeff and his wisdom.  Jeff has made a great contribution to
Hawk and has been instrumental in leading the Company to its
present size."

Mr. Weinberg further stated, "In leaving, Jeff will be missed on
a personal basis.  We are blessed with a wealth of management
and operating talent that is organized to take advantage of the
opportunities in front of Hawk and continue to make Hawk a
global leader in its key business segments. We look forward to
further dynamic and energized efforts from all of our people and
expect to fill Mr. Berlin's position from within."

Hawk Corporation -- whose Corporate Credit Rating has been
upgrade by Standard & Poor's to 'single-B' --  is a leading
worldwide supplier of highly engineered products. Its friction
products group is a leading supplier of friction materials for
brakes, clutches and transmissions used in airplanes, trucks,
construction equipment, farm equipment and recreational
vehicles.  Through its precision components group, the Company
is a leading supplier of powder metal and metal injected molded
components for industrial applications, including pump, motor
and transmission elements, gears, pistons and anti-lock sensor
rings.  The Company's performance automotive group manufactures
clutches and gearboxes for motorsport applications and
performance automotive markets.  The Company's motor group
designs and manufactures die-cast aluminum rotors for fractional
and subfractional electric motors used in appliances, business
equipment and HVAC systems.  Headquartered in Cleveland, Ohio,
Hawk has approximately 1,700 employees and 16 manufacturing
sites in five countries.

Hawk Corporation is online at: http://www.hawkcorp.com


INGLES MARKETS: Planned $100MM 8.875% Senior Sub. Notes Rated B+
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
Ingles Markets Inc.'s planned $100 million 8.875% senior
subordinated notes issue due 2011. The notes will be issued
pursuant to Rule 144A with registration rights and will be used
to repay existing debt and for general corporate purposes.

At the same time, Standard & Poor's affirmed its 'BB' corporate
credit rating on supermarket operator Ingles Markets. The
outlook is stable. Approximately $590 million of debt is
affected by this action.

Ashville, North Carolina-based Ingles operates 200 supermarkets
in six states in the Southeast. Comparable-store sales declined
0.9% in the first half of 2003, but increased 0.9% in 2002 and
3.6% in fiscal 2001. Moreover, operating performance improved
from 1992 to 2002 due to substantial investment in both store
remodels and new store construction; the company's lease-
adjusted operating margin rose to 8.1% in 2002 from only 5.1% in
1992. Although margins have been affected by wage increases and
a difficult, competitive environment, positive trends continued
in 2002 because of the benefits of continued capital
reinvestment, increased sales of higher-margin goods, and
investments in technology.

"Despite Ingles' leading market positions in western North
Carolina, South Carolina, and Georgia, Standard & Poor's
believes the company will continue to face intense competition
from Wal-Mart Stores Inc. supercenters and large supermarket
chains, limiting its pricing flexibility," said Standard &
Poor's credit analyst Patrick Jeffrey.

Lease-adjusted EBITDA coverage of interest is in the low-2x
area, and lease-adjusted total debt to EBITDA is in the mid-5x
area. However, these measures are expected to improve somewhat
during the next two years, primarily through expansion of
private label and other higher-margin product categories. Aside
from fiscal 1999 when Ingles scaled back capital expenditures,
the company's efforts to invest in new stores and remodel
existing stores have resulted in significant capital
expenditures and negative free cash flow in recent years. About
53% of Ingles' store base is new or has been remodeled in the
past five years.

Liquidity is sufficient for the rating as lines of credit, cash
on hand, and unencumbered real estate are expected to fund
maturities of secured notes that can be either paid down or
refinanced with other unencumbered real estate. These maturities
range between $37 million and $47 million annually during the
next three years.


INTERPLAY ENTERTAINMENT: Mar. 31 Net Capital Deficit Tops $8MM
--------------------------------------------------------------
Interplay Entertainment Corp. (OTC Bulletin Board: IPLY)
reported operating results for the first quarter of 2003.

For the first quarter ended March 31, 2003, the Company reported
a net income of $5.6 million, compared to a net income of $1.5
million in the same period last year.  Net revenues for the
first quarter 2003 were $18.8 million versus $15.4 million in
the same period a year ago, an increase of 22 percent.  Finally,
operating income increased 267 percent from the prior year to
$5.6 million in the first quarter 2003 as compared to $1.5
million in the first quarter 2002.  The increase in net revenues
and net income was mainly due to the sale of all future
interactive entertainment publishing rights to the "Hunter: The
Reckoning" franchise for $15 million.

Gross profit margin for the first quarter 2003 was 63 percent,
compared to 71 percent in the first quarter of 2002.  Gross
profit margin was lower in the first quarter this year as
compared to last year mainly due to $1.8 million in write-offs
of development projects that were impaired because these titles
were not expected to meet our desired profit requirements and
was offset in part by no inventory expenditures for delivering
the gold master to one title in the first quarter this year
under the new North American distribution agreement with Vivendi
Universal Games, Inc.  Under this new agreement, Vivendi pays us
a lower per unit rate and in return is responsible for all
manufacturing, marketing and distribution expenditures.  Total
operating expenses decreased 34 percent to $6.2 million from
$9.4 million in the first quarter of this year as compared to
the same period last year.

Net revenues by platform for the first quarter of 2003 were 3
percent PC, 16 percent console, and 81 percent OEM, royalties
and licensing.  On a geographic basis, North America accounted
for 10 percent of total net revenues, International represented
9 percent, and OEM, royalty and licensing accounted for 81
percent.

At March 31, 2003, the Company's balance sheet shows a working
capital deficit of about $9 million, and a total shareholders'
equity deficit of about $8 million.

Commenting on the announcement, Interplay Chairman and Chief
Executive Officer Herve Caen said, "The sale of the Hunter
franchise in the first quarter provided additional operating
capital while continuing to improve our balance sheet.  The rest
of the year will be devoted to delivering quality products on
time and improving shareholder value."

Interplay Entertainment is a leading developer, publisher and
distributor of interactive entertainment software for both core
gamers and the mass market.  Interplay develops games for
personal computers as well as next generation video game
consoles, many of which have garnered industry accolades
and awards.  Interplay releases products through Interplay,
Black Isle Studios and its distribution partners.


KLEINERT'S: Gets Court Okay to Retain Morgan Lewis as Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approves Kleinert's, Inc., and its debtor-affiliates' request to
retain Morgan, Lewis & Bockius LLP as their attorneys.

To facilitate the successful completion of the Company's chapter
11 cases, the Debtors tell the Court that they require the
services of attorneys with knowledge and experience in numerous
areas of the law including bankruptcy, tax, real estate,
employment, restructuring, litigation, mergers and acquisitions,
and general corporate matters.

The Debtors expect Morgan Lewis to:

      a. provide legal advice with respect to the Debtors' powers
         and duties as debtors-in-possession in the continued
         operation of their business and management of their
         properties;

      b. take necessary action to protect and preserve the
         Debtors' estates, including the prosecution of actions
         on behalf of the Debtors, the defense of any action
         commenced against the Debtors, negotiations concerning
         all litigation in which the Debtors are involved, and
         objecting to claims filed against the Debtors' estates;

      c. prepare, on the Debtors' behalf, all necessary
         schedules, statements, applications, motions, responses,
         objections, orders, reports, and other legal papers;

      d. provide legal advice and representing the Debtors with
         respect to the assumption or rejection of executory
         contracts and unexpired leases, and numerous other
         bankruptcy related matters arising from these cases;

      e. coordinate the services to be provided by special
         counsel and ordinary course professionals so as to avoid
         duplication;

      f. negotiate and draft agreements for any sale or purchase
         of assets of the Debtors;

      g. represent the Debtors at hearings on matters pertaining
         to their affairs as debtors-in-possession;

      h. negotiate and draft a plan or plans of reorganization,
         and all related documents, including the disclosure
         statements and ballots for voting;

      i. take the steps necessary to confirm and implement the
         Plans, including, if needed, modifications thereof and
         negotiating financing for the Plans;

      j. provide general corporate tax, real estate and other
         matters that routinely affect corporate entities; and

      k. render such other legal services for the Debtors as may
         be necessary and appropriate in these proceedings.

The current hourly rates that Morgan Lewis intends to charge the
Debtors for the legal services of its professionals range from:

           Partners and Counsel          $385 to $645
           Associates                    $180 to $420
           Paralegals                    $105 to $150

Richard S. Toder, Esq., a member of Morgan Lewis, assures the
Court that the members, associates, and other professionals of
Morgan Lewis have no relationship to the Debtors or to any other
party-in-interest in these cases.

Kleinert's Inc., filed for chapter 11 protection on May 7, 2003
(Bank. S.D. N.Y. Case No. 03-41140).  Wendy S. Walker, Esq., at
Morgan, Lewis & Bockius, LLP represents the Debtors in their
restructuring efforts.  When the Company filed for protection
from its creditors, it listed its estimated debts and assets of
over $50 million each.


KRITON MEDICAL: Judge Hyman Resets Bar Date to June 2, 2003
-----------------------------------------------------------
The Honorable Paul G. Hyman, Jr., of the U.S. Bankruptcy Court
for the Southern District of Florida, Ft. Lauderdale Division,
granted Kriton Medical, Inc.'s request to shorten and re-set the
bar date -- the deadline by which creditors must file their
proofs of claims or interests.

The new bar date is June 2, 2003.

Kriton Medical, Inc. filed for Chapter 11 protection on
April 8, 2003, (Bankr. S.D. Fl. Case No. 03-22462). Manuel R.
Gonzalez, Esq., at Genovese Joblove & Battista, P.A. represents
the Debtor in its restructuring efforts.


LEAP WIRELESS: Brings-In Latham & Watkins as Bankruptcy Counsel
---------------------------------------------------------------
Leap and Cricket CEO Harvey P. White recounts that on April 11,
2003, each of the Debtors' Board of Directors voted to seek the
Court's authority to employ the law firm of Latham & Watkins LLP
as its general bankruptcy counsel under a general retainer at
the Firm's customary hourly rates and reimbursement policies.
Latham & Watkins has served as principal corporate, regulatory
and securities counsel to the Debtors from the time Leap was
spun-off from QUALCOMM in September 1998, and intends to
continue in that role during the pendency of these cases.

Sine June 2002, Mr. White states that Latham & Watkins'
bankruptcy, restructuring and finance attorneys have been
intimately involved in counseling the Debtors regarding their
financial affairs.  Latham & Watkins' attorneys have assisted
the Debtors in negotiating potential restructuring alternatives
with certain of the Debtors' major creditors including, without
limitation, an Informal Committee of Vendor Debt Holders
representing $1,600,000,000 of Vendor Debt issued by Cricket and
an Informal Committee of Noteholders representing $645,000,000
in accreted value of Notes.  In connection with this
representation, Latham & Watkins' attorneys have become familiar
with the factual and legal issues that will be addressed in
these cases.  The retention of Latham & Watkins, with its unique
knowledge of and experience with the Debtors, will contribute
greatly to the efficient administration of the estates, thereby
minimizing the expense to the estates and facilitating the
Debtors' smooth transition in these Chapter 11 cases.

The Debtors require Latham & Watkins to render legal services
relating to the day-to-day administration of these Chapter 11
cases and the myriad issues that may arise out of the operation
of their businesses, including, without limitation:

   -- advising the Debtors of their powers and duties as debtors-
      in-possession in the continued operation of their
      businesses and management of their properties;

   -- assisting, advising and representing the Debtors in their
      consultations with creditors regarding the administration
      of these cases;

   -- providing assistance, advice and representation concerning
      the preparation and negotiation of a plan of reorganization
      and disclosure statement and any asset sales or other
      transactions proposed in connection with these Chapter 11
      cases;

   -- providing assistance, advice and representation concerning
      any investigation of the assets, liabilities and financial
      condition of the Debtors that may be required;

   -- representing the Debtors at hearings on matters pertaining
      to their affairs as debtors-in-possession;

   -- prosecuting and defending litigation matters and any other
      matters that might arise during and related to the Chapter
      11 cases, except to the extent that the Debtors have
      employed or seek to employ special litigation counsel;

   -- providing counseling and representation with respect to the
      assumption or rejection of executory contracts and leases
      and other bankruptcy-related matters arising from these
      cases;

   -- rendering advice with respect to the many general corporate
      and litigation issues relating to these cases, including,
      but not limited to, telecommunications, advanced
      communications, FCC, real estate, ERISA, securities,
      corporate finance, regulatory, tax and commercial
      matters; and

   -- performing any other legal services as may be necessary and
      appropriate for the efficient and economical administration
      of these Chapter 11 cases.

The Debtors have chosen Latham & Watkins as their general
bankruptcy counsel because of Latham & Watkins' expertise in
these areas, as well as the Firm's in-depth and longstanding
knowledge and representation of the Debtors.

Latham & Watkins Partner Robert A. Klyman, assures Judge Adler
that the Firm, its partners, associates and other attorneys:

     (i) have no connection with the Debtors, any of the Debtors'
         subsidiaries or affiliates, any creditors of the
         Debtors, the United States Trustee for this District, or
         any other party-in-interest in the Debtors' Chapter 11
         proceedings or their attorneys and accountants; and

    (ii) do not hold or represent any interest adverse to the
         Debtors.

In addition, Latham & Watkins and its partners, associates and
other attorneys are "disinterested persons" within the meaning
of Section 101(14) of the Bankruptcy Code.

However, Mr. Klyman discloses that Latham & Watkins represents
certain parties in matters unrelated to these cases who may
assert claims against or be subject to objections or litigation
brought by the Debtors.  These include:

   A. Secured Creditors: ABN Amro Bank, Allstate Life Insurance,
      Ares Management, Bank One, Credit Suisse First Boston,
      Deutsche Bank, DLJ Capital, Goldman Sachs & Co., ING
      Capital LLC, Invesco, JP Morgan Chase, Lucent Technologies,
      Societe Generale, and York Capital Group;

   B. Trade Creditors: AT&T, AT&T Wireless PCS LLC, Avaya Inc.,
      BellSouth, Bowne of L.A., Cerberus Partners LP, City of
      Phoenix, Compaq Computer Corp., Deloitte & Touche, Estate
      of James Campbell, Kinko's, Merill Lynch, Northwestern
      Mutual, Pacific Bell, Pacific Life Insurance Co.,
      Pacificorp, PricewaterhouseCoopers LLC, Qwest
      Communications, San Diego Gas & Electric, Salomon Smith
      Barney, Time Warner Communications, TransUnion, Tucson
      Electric Power Co., and XCEL Energy;

   C. Bondholders: Bear Sterns & Co., Capital Guardian Trust Co.,
      Capital Research & Management, Investors group, Jeffries &
      Co., and Morgan Stanley & Co.;

   D. Shareholder: Brentwood Associates Equity; and

   E. Financial Advisor: UBS Warburg LLC.

In addition to inter-company claims that may exist as a result
of certain prepetition transactions, Mr. Klyman believes that
certain of the Debtors may have potentially adverse interests
vis-a-vis each other in connection with the Senior Credit
Facilities.  Among other things, counsel to the Informal
Noteholder Committee has asserted that certain prepetition
transfers of cash and licenses and pledges of collateral from
Leap to or for the benefit of Cricket and the Vendor Debt
Holders may be avoidable and recoverable by Leap as fraudulent
transfers.  The Plan, however, represents a compromise of these
inter-company claims negotiated primarily between the Informal
Noteholder Committee and the Informal Vendor Debt Committee.  To
the extent the compromise is not consummated, the resolution of
inter-company claims will be prosecuted by counsel to the
Informal Noteholder Committee and the Informal Vendor Debt
Committee on behalf of Leap and Cricket.

Mr. Klyman reports that Latham & Watkins will seek compensation
based on its normal hourly billing rates in effect for the
period in which services are performed and will seek
reimbursement of necessary and reasonable out-of-pocket expenses
in accordance with the applicable provisions of the Bankruptcy
Code, the Bankruptcy Rules, the Local Bankruptcy Rules and any
applicable Guidelines of the United States Trustee.  The current
hourly rates of Latham & Watkins' attorneys and paralegals
expected to be most active in this case are:

        Michael S. Lurey               $625
        Robert A. Klyman                550
        Barry M. Clarkson               450
        Kathryn Bowman                  195

In addition, Latham & Watkins' other attorneys and paralegals
may render services in connection with these cases.  The current
hourly rates of the Firm's other professionals range from:

        Partners                       $360 - 675
        Associates                      185 - 330
        Law Clerks                      180 - 185
        Paralegals                      115 - 225

The Debtors submit that these rates are reasonable and should be
approved by the Court subject to a determination of the amounts
to be paid to Latham & Watkins after application for allowance.
Latham & Watkins also has informed the Debtors that its
prevailing rates may change from time to time consistent with
its normal business practices and that any changes will be
reflected in the first fee application following the change.

Mr. Klyman informs the Court that prior to the Petition Date,
Latham & Watkins received retainers for postpetition services
amounting to $178,000 from Leap and $635,000 from Cricket.  As
of the Petition Date, Latham & Watkins has billed and collected
in the aggregate $481,870 and $1,386,000 from Leap and Cricket,
for time and expenses during the past year in connection with
the Debtors' proposed restructuring of indebtedness and
obligations and the preparation of the Debtors' petitions for
relief under Chapter 11 of the Bankruptcy Code and supporting
documentation, not including the Retainer.  The Prepetition
Payments include Latham & Watkins' good faith estimate of fees
incurred within the days immediately prior to the Petition Date
as well as expenses incurred prepetition.  It is possible that,
after Latham & Watkins finally reconciles its prepetition fees
and expenses, the Retainer may increase or decrease to reflect
that reconciliation.

According to Mr. Klyman, the Debtors' funds are the source of
the Prepetition Payments and the Retainer.  Unless the Court
orders otherwise, the Retainer will be held by Latham & Watkins
and disbursed only in accordance with applicable law and the
rules of the Court and the United States Trustee regarding
professional compensation.  Any unused portion of the Retainer
after Latham & Watkins' services are concluded will be returned
to the Debtors. (Leap Wireless Bankruptcy News, Issue No. 4;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


LIFESTREAM TECHNOLOGIES: Auditors Express Going Concern Doubt
-------------------------------------------------------------
Lifestream Technologies, Inc. (AMEX:KFL), a leading developer
and marketer of consumer cholesterol monitors, announced its
operating results for the three and nine months ended March 31,
2003, as follows:

Net sales decreased 25.8% to $649,093 for the three months ended
March 31, 2003, from $874,899 for the three months ended
March 31, 2002. For the nine months ended March 31, 2003, net
sales increased 24.0% to $3,711,642, from $2,993,097 for the
nine months ended March 31, 2002.

Gross profit increased 216.3% to $194,275 for 3Q03, from $61,421
for 3Q02. For the fiscal 2003 nine months, gross profit
increased 1,384.2% to $1,238,913, from negative $96,475 for the
fiscal 2002 nine months. Gross margins were 29.9% and 33.4% for
the fiscal 2003 third quarter and nine months, respectively, as
compared to 7.0% and negative 3.2% for the fiscal 2002 third
quarter and nine months, respectively.

"Since its October 2002 introduction, our redesigned cost-
reduced monitor has continued to provide us with substantially
improved gross margins while enabling us to offer it to
consumers at a lower retail price," said Christopher Maus,
Lifestream's President and Chief Executive Officer. "We believe
that our inability to conduct any meaningful advertising, given
our working capital deficiency, slowed sell-through at retail
this quarter. In addition, our decision to voluntarily accept
returns of our first-generation monitors from retailers
transitioning to our new redesigned monitor contributed to the
comparative sales decrease for the quarter," added Maus.

Loss from operations decreased 62.0% to $1,108,233 for 3Q03,
from $2,913,917 for 3Q02. For the fiscal 2003 nine months, loss
from operations decreased 66.6% to $2,676,349, from $8,011,272
for the fiscal 2002 nine months.

Net loss decreased 60.4% to $1,753,507 for 3Q03, from $4,432,181
for 3Q02. For the fiscal 2003 nine months, net loss decreased
57.9% to $4,693,794 from $11,140,344 for the fiscal 2002 nine
months.

Net cash used in operating activities decreased 83.2% to
$1,253,944 for the fiscal 2003 nine months, from $7,465,707 for
the fiscal 2002 nine months. Working capital deficiency was
$4,665,501 at March 31, 2003.

"Additional cost-cutting measures taken during the quarter
enabled us to further decrease our loss from operations," said
Brett Sweezy, Lifestream's Chief Financial Officer. "While we
have recently been successful in restructuring approximately
$2.5 million of short-term debt that had become due and payable
and procuring approximately $1 million in equity infusions to
fund our immediate operating needs, we continue to actively seek
the significant long-term capital we need to cover our working
capital deficits and to develop broad consumer awareness of our
products," added Sweezy.

Because of the Company's continuing working capital deficits and
its inability to fully fund necessary market awareness
activities for the Company's monitors, the concern previously
expressed by our independent certified public accountants
regarding their substantial doubt about the Company's ability to
continue as a going concern is still relevant to an
understanding of the Company's current financial position.

Interested parties are encouraged to call Brett Sweezy to
discuss the information contained in this press release and in
the Company's Quarterly Report on Form 10-QSB for the three
months ended March 31, 2003, as filed with the U.S. Securities
and Exchange Commission.

Lifestream Technologies developed the first at-home cholesterol
monitor. The Company's product line aids the health conscious
consumer in monitoring their risk of heart disease. By regularly
testing cholesterol at home, individuals can monitor the
benefits of their diet, exercise and/or drug therapy programs.
Monitoring these benefits can support the physician and the
individual's efforts to improve compliance. Lifestream's
products also integrate a smart card reader further supporting
compliance by storing test results on an individual's personal
health card for future retrieval, trend analysis and assessment.

The Lifestream Cholesterol Monitor is an affordable hand-held
device, which provides users with accurate results in less than
three minutes. The product line has been designed to accommodate
The Data Concern(TM) smart card allowing multiple users the
ability to store their personal results. Lifestream's products
are now available in pharmacy and retail outlets nationwide. To
find out which retailers carry Lifestream's products, go to
"Store Locator" at the Web site http://www.knowitforlife.com
For more information on Lifestream, visit
http://www.lifestreamtech.com


LTV CORP: Court Okays Deloitte as Admin. Committee's Consultants
----------------------------------------------------------------
The Admin Committee obtained permission from the Court to retain
Deloitte Consulting as its financial and business consultants in
The LTV Corporation's chapter 11 cases.

Deloitte is expected to:

         (1) provide support in analyzing and negotiating
             LTV Steel's intercompany claims;

         (2) advise the Admin Committee concerning other claims;

         (3) consistent with the scope of these services,
             attend and participate in appearances before the
             Bankruptcy Court; and

         (4) provide other services as may be requested by the
             Admin Committee or its counsel, and agreed to by
             Deloitte.

Deloitte will charge its regular hourly rates in performing the
services for the Committee.  These hourly rates at present range
from:

     $550 - 675   partners, principals and directors
      325 - 525   managers and senior managers
      250 - 400   senior consultants
       75 - 300   other paraprofessionals, consultants
                  and analysts

In the normal course of business, Deloitte revises its regular
hourly rates periodically to reflect changes in
responsibilities, increased experience, and increased costs of
doing business, accordingly, these rates will be revised from
time to time.  Changes in regular hourly rates will be noted on
the invoices for the first time period in which the revised
rates become effective. (LTV Bankruptcy News, Issue No. 48;
Bankruptcy Creditors' Service, Inc., 609/392-00900)

LTV Corp.'s 11.750% bonds due 2009 (LTVC09USR1) are trading at
less than a penny on the dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=LTVC09USR1
for real-time bond pricing.


MAGNATRAX CORP: UST Schedules First Creditors Meeting on June 16
----------------------------------------------------------------
The United States Trustee will convene a meeting of Magnatrax
Corporation and its debtor-affiliates' creditors on June 16,
2003, 3:00 p.m., at J. Caleb Boggs Federal Building, 2nd Floor,
Room 2112, Wilmington, Delaware 19801.  This is the first
meeting of creditors required under 11 U.S.C. Sec. 341(a) in all
bankruptcy cases.

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

Magnatrax Corporation is a diversified North American
manufacturer and marketer of engineered building products and
services for non-residential and residential construction
markets.  The Company filed for chapter 11 protection on May 12,
2003 (Bankr. Del. Case No. 03-11402).  Joel A. Waite, Esq., at
Young Conaway Stargatt & Taylor represent the Debtors in their
restructuring efforts.  When the Company filed for protection
from its creditors, it listed $207,000,000 in total assets and
$326,000,000 in total debts.


METALS USA: Court Clears US Steel Stipulation to Set-Off Claims
---------------------------------------------------------------
Metals USA, Inc., and its debtor-affiliates sought and obtained
Court approval of their stipulation with United States Steel
Corporation, which provides for the set-off of claims.

US Steel is both a customer and a prepetition creditor of the
Debtors.  US Steel acknowledges that it owes the Debtors
$21,806.72 prior to the Petition Date but asserts that it has a
valid right to set off the Debtors' prepetition obligations
equal to the same amount.

Thus, the parties stipulate and agree that:

      A. The Debtors owe US Steel $1,202,910.30 relating to the
         prepetition period;

      B. The automatic stay is modified to allow US Steel to
         effect and authorize a set-off equal to $21,806.72; and

      C. After the set-off, US Steel has a $1,181,103.58 allowed
         prepetition claim against the Debtors. (Metals USA
         Bankruptcy News, Issue No. 31; Bankruptcy Creditors'
         Service, Inc., 609/392-0900)


NAT'L STEEL: Completes $1BB Asset Sale Transaction with US Steel
----------------------------------------------------------------
National Steel Corporation (OTC Bulletin Board: NSTLB) completed
the sale of substantially all of its principal steelmaking and
finishing assets and iron ore pellet operations to United States
Steel Corporation (NYSE: X) for an aggregate purchase price of
approximately $1.05 billion, consisting of approximately $850
million in cash and the assumption of certain liabilities of
approximately $200 million.

The National Steel assets sold to U.S. Steel in the transaction
include: facilities at National's two integrated steel plants,
Great Lakes Steel, in Ecorse and River Rouge, Michigan, and
Granite City Division in Granite City, Illinois; the Midwest
finishing facility in Portage, Indiana; ProCoil, a steel-
processing facility in Canton, Michigan; National Steel Pellet
Company, which produces iron ore pellets; and various other
subsidiaries and joint- venture interests, including National's
interest in Double G Coatings, a hot- dip galvanizing and
Galvalume(R) steel facility near Jackson, Mississippi.

Mineo Shimura, chairman and chief executive officer of National
Steel, said, "We are very pleased to be able to complete this
transaction with U.S. Steel, which we believe is in the best
interests of all National Steel stakeholders and will assure the
delivery of the highest level of service to our customers, while
creating opportunities for our employees and plant communities.
We are actively at work with U.S. Steel to ensure a seamless
transition."

As previously announced, U.S. Steel reached a new labor
agreement with the United Steelworkers of America covering the
USWA-represented plants of U.S. Steel, including the facilities
of National Steel sold to U.S. Steel.

The transaction is expected to provide National Steel sufficient
cash to satisfy all allowed administrative, priority and secured
claims. National Steel intends to file a Chapter 11 plan of
liquidation with the U.S. Bankruptcy Court for the Northern
District of Illinois within 30 days of closing.

National Steel Corp.'s 9.875% bonds due 2009 (NSTL09USR1) are
trading at about 68 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NSTL09USR1
for real-time bond pricing.


NEW AMERICAN HEALTHCARE: Court to Consider Plan on June 3, 2003
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Tennessee,
Nashville Division, approved the Disclosure Statement prepared
by New American Healthcare Corporation and its debtor-affiliates
as adequate within the meaning of Sec. 1125 of the Bankruptcy
Code and that if creditors will read it, provides the right kind
of information for creditors to vote whether to approve or
reject the Plan.

Tomorrow is the last day for voting and submitting objections or
rejections of the Debtors' First Amended Joint Plan of
Liquidation.

A hearing to consider the confirmation of the Debtors' Plan is
set for June 3, 2003, at 9:00 a.m., to be heard by the Honorable
Marian F. Harrision.

New American Healthcare Corporation filed for Chapter 11 relief
on April 19, 2000, (Bankr. M.D. Tenn. Case No. 00-03373).
Harwell Howard Hyne, Esq., at Gabbert & Manner, P.C., represents
the Debtors in their liquidating efforts.


NEW WORLD REST.: S&P Keeps Watch Following Offering Announcement
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its CreditWatch
implications on the 'CCC-' ratings of New World Restaurant Group
Inc. to developing from negative. The revision follows the
quick-casual restaurant operator's announcement that it plans to
offer $160 million of senior secured notes maturing in 2010. The
proceeds will be used to refinance the company's existing $140
million notes that mature in June 2003.

"Upon completion of the deal, Standard & Poor's will raise the
corporate credit rating to 'B-' from 'CCC-' as it will eliminate
the significant near-term refinancing risk facing the company,"
said Standard & Poor's credit analyst Robert Lichtenstein. In
addition, New World's proposed $160 million senior secured notes
will be assigned a 'B-' rating. The outlook will be negative.
The ratings are based on preliminary information and are subject
to review upon final documentation. About $164 million of total
debt was outstanding at April 1, 2003.

A material adverse outcome of the SEC and the Department of
Justice investigations is not factored into the rating. However,
if the company is unable to refinance its existing debt or
obtain cash from other sources it could result in a default.

The SEC and Department of Justice are currently conducting an
investigation relating to the delay in filing the company's Form
10-K for fiscal 2001, the resignation of its former chairman,
and the termination for cause of its former CFO.

The restaurant industry is highly competitive, with many larger
and well-established restaurants that have substantially greater
financial and other resources than New World. In addition, many
competitors are less dependent on a single primary product
(bagels) and day part (breakfast) than the company. Barriers to
entry are low, as start-up costs associated with retail bagel
and similar food service establishments are not significant.
Moreover, local bagel shops provide effective competition.

Golden, Colorado-based New World expanded rapidly over the past
several years, acquiring Manhattan Bagel in 1998, Chesapeake
Bagel in 1999, and Einstein/Noah in June 2001. Although the
company operates five brands, management views the Einstein
brand as its growth vehicle. The company successfully
consolidated corporate and manufacturing facilities, and
outsourced the remaining production, contributing to an
improvement in operating margins to 15.5% in 2002 from 13.5% the
year before. Same-store sales decreased .8% in the first quarter
of 2003, after gaining 1.9% in 2002 and 2.5% in 2001. Same-store
sales have benefited from the closure of 10 underperforming
stores in 2002 and more than 80 in previous years.

The proposed $160 million senior secured note issue will improve
New World's financial flexibility by extending the maturity to
May 2008, as it replaces the $140 million existing notes due in
June 2003. Liquidity is limited to $5 million in cash and a new
$15 million revolving credit facility, which is expected to be
undrawn at the time of closing.

Standard & Poor's expects that operating cash flow and the
company's revolving credit facility will be New World's primary
sources to service its debt and fund its capital expenditures.


NORTHWEST AIRLINES: Fitch Rates Convertible Senior Notes at B
-------------------------------------------------------------
Fitch Ratings has assigned a rating of 'B' to the $150 million
in convertible senior unsecured notes issued by Northwest
Airlines Corp. The privately-placed notes carry a coupon rate of
6.625% and mature in 2023. The Rating Outlook for Northwest is
Negative.

The 'B' rating reflects continuing concerns over Northwest's
capacity to deliver the substantial improvements in operating
cash flow that will be necessary if the airline is to meet
growing cash financing obligations (interest, scheduled debt and
capital lease payments, rents and required pension plan
contributions). In light of the weak business travel demand
environment that clouds prospects for a quick rebound in
industry unit revenue, Northwest's future liquidity position
will be influenced primarily by the company's success in
negotiating labor cost reductions with its unionized employees.
While the dialogue with labor is ongoing, there are no signs
that a substantial reduction in labor costs is imminent.

Northwest's credit profile has clearly benefited from the
company's focus on cash conservation during the industry's
revenue crisis. Liquidity remains a source of relative strength.
As of March 31, Northwest reported an unrestricted cash balance
of $2.2 billion. This represented approximately 23% of 2002
total revenues, the strongest liquidity position of the U.S.
network carriers. The issuance of the $150 million in
convertible notes signals the company's ability to access the
capital markets (albeit on a limited basis) at a time of great
turmoil in the industry.

In addition to $497 million in current maturities of long-term
debt and capital leases (due through March 31, 2004), Northwest
faces substantial capital spending commitments ($1.85 billion in
projected 2003 capital spending), primarily related to the
purchase of new mainline aircraft and regional jets. The 2003
aircraft deliveries have already been financed. Northwest is
seeking alternatives to cash funding of its defined benefit
pension plan, including a waiver of all 2003 required cash
contributions. Still, the airline reported an underfunded
pension obligation of $3.9 billion (PBO basis) as of year-end
2002.

Like all of the U.S. network carriers, Northwest has responded
to the weak demand outlook by pulling out capacity and aircraft
from the current schedule. In late March the company announced
the temporary grounding of 20 mainline aircraft, along with
additional headcount reduction of 4,900 employees. While the
airline continues to enjoy a domestic revenue per available seat
mile premium to the industry, trans-Pacific traffic remains weak
as a result of the demand-weakening effects of SARS in Asia.
Northwest has been able to make capacity adjustments out of its
Tokyo-Narita hub to limit the cash impact of the decline in
intra-Asia and trans-Pacific traffic. Asian traffic in April was
weak (regional load factor was 63%), but limits on the spread of
SARS beyond China and Taiwan offer some hope that the impact of
the virus may be moderating.

Fitch will continue to focus on Northwest's ability to deliver
significant reductions in unit labor costs in an effort to
respond to the competitive challenges now posed by the
restructured carriers (US Airways, United and American). Without
near-term success on the labor front, it will be difficult for
Northwest to maintain its liquidity position and begin the
process of rebuilding a highly leveraged balance sheet.


NQL INC: Court Extends Plan Filing Exclusivity Until June 16
------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the District of New
Jersey, NQL, Inc., obtained an extension of its exclusive
periods.  The Court gives the Debtor, until June 16, 2003, the
exclusive right to file their plan of reorganization and until
August 15, 2003, to solicit acceptances of that Plan.

NQL INC., through its DCi division, provides professional
services including Internet and intranet consulting, network
design, installation and maintenance as well as onsite support
for customers located primarily in the northeastern U.S. The
Company filed for chapter 11 protection on February 15, 2002
(Bankr. N.J. Case No. 02-31661).  Ira M. Levee, Esq. at
Lowenstein Sandler PC represents the Debtor in its restructuring
efforts.


NRG ENERGY: Honoring & Paying Prepetition Employee Obligations
--------------------------------------------------------------
James H.M. Sprayregen, Esq., at Kirkland & Ellis tells the U.S.
Bankruptcy Court for the Southern District of New York that
prior to the Petition Date, NRG Energy, Inc., and its debtor-
affiliates used Ceridian Corporation to assist with the
processing of their payroll.  Ceridian performs the "gross to
net" calculation and calculates the appropriate Withholdings,
after which Ceridian debits the Payroll Account for the tax
liabilities of certain jurisdictions.  With respect to payroll
checks, Ceridian produces payroll checks that are drawn on one
of Ceridian accounts.  The check amounts are then reimbursed to
Ceridian from the Payroll Account, and the payroll checks are
then paid from Ceridian's account.  Accordingly, the Debtors ask
the Court to permit Ceridian to continue its ordinary course
practices with respect to the Debtors' payroll, including using
the funds in the Ceridian account to fund the prepetition
Employee Obligations.

Furthermore, the Debtors ask Judge Beatty for an order that:

   (a) authorizes them to honor any outstanding payroll,
       compensation and expense reimbursement checks written to
       Employees and Independent Contractors that remained
       uncashed prior to the commencement of these bankruptcy
       cases on these estimated amounts:

       -- $5,600,000 in unpaid prepetition Payroll Compensation;

       -- $995,576 in Deductions that had accrued but remained
          unpaid;

       -- $1,705,195 in Withholdings due to local taxing
          authorities attributable to compensations earned
          prepetition;

   (b) authorizes them to pay in the ordinary course of business
       accrued prepetition wages, salaries, overtime pay, holiday
       pay, reimbursement expenses, and other accrued
       compensation of Employees and Independent Contractors,
       including contributions to savings plan and all federal,
       state and local payroll taxes, deduction and withholdings
       related thereto, estimated at $500,000;

   (c) authorizes them to continue to make contributions with
       respect to their Employee Benefit Plans, including
       providing contributions and payments relating to the
       prepetition period, in these estimated amounts:

       -- $3,300,000 in prepetition claims under the Self-Insured
          Plans;

       -- $189,000 of premium contributions in the Insured Plans;

       -- $22,000 for the pension plan Xcel maintained; and

       -- $947,000 for the Non-insured Programs;

   (d) authorizes them to continue to honor, in the ordinary
       course of business, the Employee Programs, including the
       PTO Plan and Involuntary Severance Plan, which, although
       not payable, $9,200,000 is estimated to be the outstanding
       amount of unused time under the PTO Plan as of the
       Petition Date;

   (e) authorizes them to pay all costs and expenses incident to
       these payments and contributions estimated to reach
       $320,250, which include:

       -- costs and fees for third patty payroll administrators;

       -- benefit processing costs, including the costs for
          administering the Employee Benefit Plans and Employee
          Programs;

       -- plan printing costs; and

       -- actuarial costs;

   (f) authorizes applicable banks to honor and pay checks and
       make other transfers to pay for the prepetition employee
       related obligations, as approved by this Court; and

   (g) authorizes them, in their discretion and in the exercise
       of their business judgment, to issue new postpetition
       checks or fund transfers on account of the Employee
       Obligations to replace any prepetition checks or find
       transfer requests that have been dishonored or denied.

Mr. Sprayregen contends that the Debtors' request is warranted
because:

   (a) the continued and uninterrupted service of the Employees
       and the Independent Contractors is essential to the
       Debtors' continuing operations and their reorganization
       efforts;

   (b) it encourages many key Employees and Independent
       Contractors to perform their jobs effectively;

   (c) it bolsters the Employees' and the Independent
       Contractors' morale to assist the Debtors in maintaining
       a "business as usual" atmosphere;

   (d) the Debtors believe that substantially all of the
       prepetition amounts owed to the Employees and the
       Independent Contractors constitute priority claims under
       Sections 507(a)(3) and 507(a0(4) of the Bankruptcy Code.
       Thus, the proposed payments will not deplete assets
       otherwise available to other unsecured creditors; and

   (e) the Withholdings do not constitute property of the estate
       and its payment to the taxing authorities will erase the
       risk of criminal lawsuits due to non-payment.

                            *     *     *

Accordingly, Judge Beatty orders that:

   (a) The Debtors are authorized, in accordance with their
       stated polices and in their sole discretion, to pay
       Prepetition Compensation, in an amount not to exceed
       $4,650 per employee plus an aggregate additional amount of
       $22,170 and deductions and withholdings relating thereto;

   (b) The Debtors are authorized, in the Debtors' sole
       discretion, to pay the Prepetition Processing Costs
       relating to the payments authorized therein;

   (c) Ceridian is authorized, in the Debtors' sole discretion,
       to pay the Prepetition Processing Costs relating to the
       payments authorized;

   (d) All applicable banks and other financial institutions are
       authorized and directed, when requested by the Debtors, in
       the Debtors' sole discretion, to receive, process, honor
       and pay any and all checks drawn on the Debtors' accounts
       in respect of Prepetition Compensation and related
       Deductions and Withholdings, and Prepetition Processing
       Costs, whether the checks were presented prior to or after
       the Commencement Date, provided that sufficient funds are
       available in the applicable accounts to make the payments;
       and

   (e) To the extent that the Debtors' obligations are to pay
       payroll and related deductions and withholdings for non-
       debtor affiliate employees, the payments are authorized.
       (NRG Energy Bankruptcy News, Issue No. 2; Bankruptcy
       Creditors' Service, Inc., 609/392-0900)

NRG Energy Inc.'s 8.700% bonds due 2005 (XEL05USA1) are trading
at about 44 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=XEL05USA1for
real-time bond pricing.


OWENS CORNING: Court Approves Sale of Phenix City Plant for $6MM
----------------------------------------------------------------
Owens Corning and its debtor-affiliates obtained the Court's
authority to sell certain assets free and clear of all liens,
claims and encumbrances, pursuant to an Agreement of Sale,
between Owens Corning HT, Inc., one of the Debtors, as seller,
and IIG Minwool, LLC, as buyer.

Owens Corning HT, Inc., manufactures rock wool pipe, board and
batts for use in insulation applications at the facility located
at 908 Owens Corning Drive in Phenix City, Alabama.  The Phenix
City Plant has 113,000 square feet of manufacturing space and
65,000 square feet of warehouse space.  There are currently 122
employees at the Phenix City Plant.  The Phenix City Plant and
the business of manufacturing and selling the Rock Wool Products
are part of the Debtors' Commercial and Industrial Division,
which has its own dedicated sales organization that is
responsible for selling both fiberglass and the Rock Wool
Products to customers.

The Debtors executed the Agreement of Sale after they have
determined that the offer proposed by IIG Minwool, LLC was the
better offer.  IIG proposed to purchase the leasehold interests
and certain personal property associated with the Phenix City
Plant, accounts receivable, certain intellectual property rights
and the customer list, the inventories, the deposits and the
governmental permits and licenses relating to the Business.  IIG
also proposed to offer employment to some employees.

The salient terms of the agreement are:

      A. IIG is acquiring the Assets on an "as is, where is"
         basis, except as expressly set forth in Section 6(b) of
         the Agreement.  The Assets are to be sold free and clear
         of all liens, claims and encumbrances.

      B. The Assets include all of OCHT's right, title and
         Interest in:

          1. the leasehold interest in the real estate and
             improvements;

          2. the leasehold interest in the equipment and trade
             fixtures;

          3. the tools, supplies, machinery, equipment, furniture
             and fixtures relating to the Business;

          4. accounts receivables;

          5. certain intellectual property rights;

          6. the customer list relating to the Business;

          7. the inventories relating to the Business;

          8. the deposits relating to the Business;

          9. the governmental permits and licenses relating to
             operation of the Business, to the extent
             transferable;

         10. certain contracts listed on Schedule 1(a)(x) of the
             Agreement, to the extent transferable;

         11. other assets included in the asset categories listed
             on the financial statements listed on Schedule
             1(a)(xi) of the Agreement; and

         12. books, records, ledgers, files, vendor and customer
             files and other materials.

      C. The purchase price for the Assets is $6,700,000:

         -- $3,700,000 is payable at closing by wire transfer
            from the escrow established when the Agreement was
            executed;

         -- $3,000,000 is payable by IIG pursuant to the
            Promissory Note, which obligation will be secured by
            security Interests in all of the assets of IIG
            acquired under the Agreement.

         The principal amount due under the Promissory Note is
         payable in 60 equal monthly installments beginning on
         June 30, 2005 and provides for a $500,000 prepayment
         discount if all outstanding amounts, including monthly
         interest payments, are paid in full on or before May 31,
         2005.

      D. Closing under the Agreement is subject to Court
         approval. Closing will take place on the later of
         May 30, 2003 or five business days following Court
         approval.

      E. IIG has agreed to assume certain liabilities.  However,
         IIG is not assuming any liabilities relating to
         operations of the Business or the use or ownership of
         the Assets prior to the closing date, and OCHT and Owens
         Corning have agreed to indemnify IIG up to a certain
         amount for any adverse consequences related to these
         liabilities.

      F. IIG is required to offer employment to each of the
         current employees set forth on Schedule 4(a)-1 to the
         Agreement on substantially the same terms and conditions
         described in Schedule 4(a)-2 of the Agreement and
         maintain these benefits in place for a minimum of 18
         months.

      G. The Agreement provides for a Transition Services
         Agreement and a Non-compete Agreement to be executed at
         closing. (Owens Corning Bankruptcy News, Issue No. 51;
         Bankruptcy Creditors' Service, Inc., 609/392-0900)


PENN NATIONAL: Steady Results Prompt S&P's Outlook Revision
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Penn
National Gaming Inc., to positive from stable.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit rating on the company. Wyomissing, Pennsylvania-
headquartered Penn National is a casino owner and operator. As
of May 1, 2003, approximately $1.1 billion in debt was
outstanding (excluding the Shreveport debt).

"The outlook revision follows Penn National's continued steady
operating results during the quarter ended March 31, 2003, and
the expectation that this trend will continue in the near term,"
said Standard & Poor's credit analyst Michael Scerbo. Also, the
company successfully completed the Hollywood Casino (HWCC)
acquisition, which further diversifies its cash flow base and
provides entry into several of the largest riverboat gaming
market in the U.S. "Despite the significant debt incurred to
fund the acquisition, Penn National's credit measures are good
for the rating given the flexibility that had been created prior
to the transaction," Mr. Scerbo added.

Penn National owns and operates casinos in Mississippi,
Colorado, Louisiana, and Illinois. The company also owns a
gaming complex in Charlestown, West Virginia, racetracks in
Pennsylvania and New Jersey, and manages a gaming facility in
Ontario, Canada. The acquired HWCC assets are located in Aurora,
Illinois, Tunica, Mississippi, and Shreveport, Louisiana.
Although many of the company's assets are not market leaders,
each property maintains its own niche, and the portfolio in
aggregate has performed well over time.

For the three months ended March 31, 2003, EBITDA (excluding the
Shreveport asset and earnings from joint ventures) was $50.3
million, an increase of more than 50% compared with the prior-
year period. Same-store EBITDA (excluding the acquired assets in
Aurora & Tunica) grew by more than 20% during this period. Penn
National experienced broad EBITDA growth across its portfolio.
Based on current operating trends, consolidated EBITDA
(excluding Shreveport) for fiscal 2003 is expected to exceed
$240 million, driven by continued strong performance at the
Charlestown facility and steady performance at the company's
other facilities, including the acquired assets.


PENN TRAFFIC: Delays Filing Annual Report & Threatens Bankruptcy
----------------------------------------------------------------
The Penn Traffic Company (Nasdaq: PNFT) announced that the
filing of its Annual Report on Form 10-K for the fiscal year
ended February 1, 2003 with the Securities and Exchange
Commission would be further delayed. Penn Traffic had previously
announced that it intended to file the Annual Report on or
before the 15th calendar day following the SEC prescribed date.

The Company is considering all of its strategic alternatives,
including filing of a voluntary petition for reorganization
under Chapter 11 of the U.S. Bankruptcy Code upon it being able
to secure appropriate debtor in possession financing. The
Company is currently negotiating a DIP financing arrangement
that is expected to permit the Company to fund its continuing
operations; there can be, however, no assurance that the Company
will be able to secure such DIP financing.

                          Chapter 22

A chapter 11 filing by Penn Traffic at this juncture would be
the Company's second foray into the bankruptcy process.  On
March 1, 1999, Penn Traffic and certain of its subsidiaries
filed petitions for relief under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware.  The Bankruptcy Cases were commenced to
implement a prenegotiated financial restructuring of the
Company.  On May 27, 1999, the Bankruptcy Court confirmed
the Company's Chapter 11 plan of reorganization and on June 29,
1999, the Plan became effective in accordance with its terms.

Consummation of the Plan resulted in (1) a swap of $732.2
million principal amount of the Company's senior notes for $100
million of new senior notes and 19,000,000 shares of newly
issued common stock; (2) an exchange of $400 million principal
amount of senior subordinated notes for 1,000,000 shares of New
Common Stock and six-year warrants to purchase 1,000,000 shares
of New Common Stock having an exercise price of $18.30 per
share; (3) holders of Penn Traffic's formerly issued common
stock receiving one share of New Common Stock for each 100
shares of common stock held immediately prior to the Petition
Date, for a total of 106,955 new shares; and (4) the
cancellation of all outstanding options and warrants to purchase
shares of the Company's former common stock. The Plan also
provided for the issuance to officers and key employees of
options to purchase up to 2,297,000 shares of New Common Stock.

The Plan also provided for payment in full of all of the
Company's obligations to its other creditors.

On the Effective Date, in connection with the consummation of
the Plan, the Company entered into a new $320 million secured
credit facility.  That New Credit Facility includes (1) a $205
million revolving credit facility and (2) a $115 million
term loan.  The lenders under the New Credit Facility held a
first priority perfected security interest in substantially all
of the Company's assets.  Proceeds from the New Credit Facility
were used to satisfy the Company's obligations under its debtor-
in-possession financing, pay certain costs of the reorganization
process and to fund ongoing working capital and capital
expenditure requirements.

The Penn Traffic Company operates 212 supermarkets in Ohio, West
Virginia, Pennsylvania, upstate New York, Vermont and New
Hampshire under the "Big Bear," "Big Bear Plus," "Bi-Lo," "P&C"
and "Quality" trade names. Penn Traffic also operates a
wholesale food distribution business serving 79 licensed
franchises and 66 independent operators.


PENN TRAFFIC: S&P Further Junks Corporate Credit Rating to CC
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on regional supermarket operator The Penn Traffic Co. to
'CC' from 'CCC+'.

The rating remains on CreditWatch with negative implications,
where it was placed May 5, 2003. Approximately $287 million of
debt is affected by this action.

"The downgrade and CreditWatch listing are based on the
company's announcement that it is considering all of its
strategic alternatives, including filing of a voluntary petition
for reorganization under Chapter 11 of the U.S. Bankruptcy Code
upon it being able to secure appropriate debtor-in-possession
(DIP) financing," stated credit analyst Patrick Jeffrey.

Syracuse, New York-based Penn Traffic also announced that the
filing of its Form 10-K for the fiscal year ended Feb. 1, 2003,
with the Securities and Exchange Commission would be furthered
delayed.


PENNEXX FOODS: Names Conway, Flickenger & Hain to Expanded Board
----------------------------------------------------------------
Pennexx Foods, Inc. (OTC BB:PNNX), a leading provider of case-
ready meat to retail supermarkets in the Northeast, announced
has expanded its board of directors to seven and has elected
Richard Conway, Burt Flickenger and Andrew Hain as new
directors.

Conway, is a principal of Lampe Conway & Co. LLC , an investment
management firm partner headquartered in New York City.
Flickenger, is managing partner at Strategic Resource Group, a
food industry consulting firm. Hain is a senior analyst with
Lampe Conway & Co.

Mike Queen, president of the Company, said, "We are pleased to
have Messrs Conway, Flickenger, and Hain show confidence in our
long-term vision of case-ready meat delivery by joining our
board at this time. We welcome their assistance in dealing with
the current liquidity issue posed by operations and the recent
Smithfield demands. I have asked director John Kelley to lead
the Company's discussions with Smithfield aimed at reaching a
mutually satisfactory conclusion to the present difficulties. I
have also asked new director Conway to lead the on-going
discussions with potential investors from whom the Company seeks
to raise sums sufficient to obtain a Smithfield forbearance
agreement, or alternatively to repay the Smithfield obligations
in full."

As previously announced, although certain investors have
expressed interest in making such an investment, no one thus far
has committed to do so, and there is no assurance that the
Company will succeed in this effort.

As a result of the change of the board, the Company announced
its intention to postpone temporarily the Annual Meeting of
Shareholders currently scheduled for June 19, 2003.

Established in 1999, Pennexx Foods, Inc. is a leading provider
of case-ready meat to retail supermarkets in the northeastern
U.S. The Company currently provides case-ready meat within a
300-mile radius of its plants to customers in the Northeast in
order to assure delivery of product with an extended shelf life.
The Company cuts, packages, processes and delivers case-ready
beef, pork, lamb and veal in compliance with the United States
Department of Agriculture regulations. Pennexx customers include
many significant supermarket retailers.


PHILIP SERVICES: Preparing to File for Chapter 11 Protection
------------------------------------------------------------
Philip Services Corporation (OTC:PSCD.PK)(TSE:PSC) announced
first quarter financial results for 2003. First quarter
operating results were a loss of $8.6 million in 2003 as
compared to a loss of $6.9 million in 2002. First quarter net
loss was $12.7 million in 2003 compared with a net loss of $8.7
million for the same period of 2002.

"The increase in the net loss for the quarter ending March 31,
2003, compared to 2002, is due primarily to $12 million of costs
incurred on a large construction contract performed by our
Project Services Division," said Michael W. Ramirez, chief
financial officer for PSC. The costs incurred relate to work at
the construction site in Pennsylvania, for which the Company has
claims, but no revenue has been recorded. PSC has withdrawn from
the job site and the situation is in litigation.

As previously announced, the Company is in the process of
preparing for a filing under Chapter 11 of the Bankruptcy Code.
"We are working with our lenders to establish a long-term debt
structure for PSC that fits the requirements and capabilities of
the company we are today," added Ramirez. The Company expects
the proceeding under Chapter 11 will commence in the near
future.

Highlights for the Three-Month Period Ending March 31, 2003:

-- Revenue for the three-month period ending March 31, 2003, was
    $284.9 million, compared to $253.0 million for the same
    period in 2002. The increase in revenue for the three-month
    period ending March 31, 2003, is due principally to the
    increased revenue associated with price increases for ferrous
    scrap metal and the demand for finished steel products.

-- Loss from operations was $8.6 million or 3.0% of
    revenue for the three-month period ending March 31, 2003,
    compared with a loss of $6.9 million or 2.7% of revenue for
    the same period of 2002. Loss from operations for the three-
    month period ending March 31, 2003, was principally due to
    the costs incurred on the construction project as discussed
    above, partially offset by the positive impact of improved
    ferrous scrap metal prices and the demand for finished steel
    products. Additionally, in the three-month period, selling,
    general and administrative expenses were lower than 2002 due
    primarily to general overhead cost reduction initiatives.

-- Net loss was $12.7 million for the three-month period
    ending March 31, 2003, compared with $8.7 million for the
    same period of 2002. The increase in the net loss for the
    three-month period ending March 31, 2003, was principally due
    to the factors noted above in addition to higher interest
    expense, which was $2.9 million higher in 2003 than in 2002,
    offset by operations that were divested during 2003 which
    have been recorded as discontinued operations. The
    discontinued operations reported income of $8.9 million in
    2003 compared to income of $8.2 million in 2002.

Headquartered in Houston, Texas, Philip Services Corporation
(OTC:PSCD.PK)(TSE:PSC) is an industrial and metals services
company with two operating groups: PSC Industrial Services
provides industrial cleaning and environmental services; and PSC
Metals Services delivers scrap charge optimization, inventory
management, remote scrap sourcing, by-products services and
industrial scrap removal to major industry sectors throughout
North America. With over 6,500 experienced professionals, PSC is
geographically positioned to meet the needs of its clients in
the United States and Canada. For more information about PSC,
visit http://www.contactpsc.com/


PHOTRONICS INC: Red Ink Continues to Flow in Fiscal 2nd Quarter
---------------------------------------------------------------
Photronics, Inc. (Nasdaq: PLAB), the world's largest sub-
wavelength reticle solutions supplier, reported fiscal second
quarter 2003 sales and earnings results for the period ended
May 4, 2003.

Sales for the quarter were $85.5 million, down 17.1%, compared
to $103.1 million for the second quarter in 2002. As
anticipated, sales increased sequentially and were 5.0% higher
than the $81.4 million reported in the first quarter of the
fiscal year. The net loss for the second quarter of fiscal 2003
amounted to $44.1 million compared to the prior year's net
income of $2.5 million. The net loss for the quarter includes
the impact of after tax restructuring charges totaling $39.9
million recorded in a previously announced consolidation of its
North American operating infrastructure that included, among
other items, the closure of the Company's Phoenix, Arizona
manufacturing facility and a global reduction in its work force
of approximately 10%. Excluding the previously mentioned
consolidation charges recorded in the second quarter of 2003,
diluted loss per share for the second quarter amounted to $0.13,
compared with net income per diluted share of $0.08 in the
second quarter of 2002.

Sales for the first six months of 2003 were $166.9 million, down
16.0% from the $198.7 million for the first half of fiscal 2002.
Excluding the previously mentioned restructuring charges
recorded in the second quarter of 2003, net loss for the first
six months of the current fiscal year totaled $12.7 million,
compared to net income of $4.3 million for the first six months
of 2002. After giving effect to the restructuring charges, the
net loss for the first six months of fiscal 2003 was $52.6
million.

In commenting on the Company's financial performance Sean T.
Smith, Chief Financial Officer noted, "During the quarter,
Photronics made significant progress in positioning itself to
achieve its immediate near-term goal of returning to
profitability. Two major initiatives have enabled us to reduce
operating costs and significantly improve our liquidity. While
always difficult because of its effect on people, business
conditions dictated that we further streamline our manufacturing
network in North America, reduce our global work force by
approximately 10% and implement other cost reduction programs
including salary reductions for management personnel. The
results of these actions have enabled Photronics to reduce its
break even point down to a range of approximately $87 million to
$88 million. In terms of strengthening the balance sheet, the
Company successfully issued $150 million in five year
convertible notes carrying an interest rate of 2.25%. More
recently, Photronics announced it would use a portion of these
proceeds to redeem the outstanding $62.1 million convertible
notes due in 2004, which carry an interest rate of 6%. As a
result, we have effectively pushed out any immediate calls on
the Company's cash until 2005, reduced net interest expense, and
significantly improved our liquidity."

Dan Del Rosario, Chief Executive Officer, summarized his
assessment and outlook for the future by stating, "Yields for
130 nanometer semiconductor fabrication process have continued
to make steady gains, but still have room to improve further. At
the same time, sources indicate that integrated circuit
designers are more actively migrating to this node, though they
have been reluctant to send these designs into production until
wafer fab yields rise and end market demand develops more
momentum. In this environment, our most important near-term goal
is to structure ourselves for a return to profitability, which
we fully expect when we report the July quarter results. While
the streamlining of our global manufacturing and service
infrastructure and the strengthening of our balance sheet are
important first steps, our ongoing commitment to technology
development and deployment in support of our most advanced
customers incorporating 130 nanometer and 90 nanometer processes
into their designs insures that Photronics can further
strengthen its global competitive position and achieve its
longer term growth and profitability goals."

Photronics is a leading worldwide manufacturer of photomasks.
Photomasks are high precision quartz plates that contain
microscopic images of electronic circuits. A key element in the
manufacture of semiconductors, photomasks are used to transfer
circuit patterns onto semiconductor wafers during the
fabrication of integrated circuits. They are produced in
accordance with circuit designs provided by customers at
strategically located manufacturing facilities in Asia, Europe,
and North America. Additional information on the Company can be
accessed at http://www.photronics.com

As previously reported in Troubled Company Reporter, Standard &
Poor's Ratings Services assigned its 'B' rating to Photronics
Inc.'s $125 million in convertible subordinated notes due 2008.

At the same time, Standard & Poor's affirmed its 'BB-' corporate
credit rating and its other ratings on Photronics. The outlook
is negative.


PICCADILLY CAFETERIAS: S&P Junks Credit & Debt Ratings at CCC+
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured debt ratings on Piccadilly Cafeterias Inc. to
'CCC+' from 'B-'. The downgrade is based on the company's
continued poor operating performance that has weakened cash flow
protection measures and tightened liquidity.

The outlook is negative. Baton Rouge, Louisiana-based Piccadilly
had $36.5 million of debt outstanding at April 1, 2003.

"In the first nine months of fiscal 2003 ended April 1, 2003,
same-store sales fell 4.9% (7% in the third quarter) while
traffic decreased 7.7% (9.9% in the third quarter), following a
4.0% decline in same-store sales and a 7.0% drop in traffic in
fiscal 2002," said Standard & Poor's credit analyst Robert
Lichtenstein.

The cafeteria sector has experienced prolonged sales declines as
it struggles to attract a younger segment of the population.
Piccadilly's sales also have been negatively affected by a
reduction in shopping mall traffic related to the general
economic downturn. About half of the company's stores are
located in shopping malls. Operating margins for the 12 months
ended April 1, 2003, fell to about 10%, from 11% the year
before, primarily because of a decline in sales leverage. As a
result, cash flow protection measures weakened, with lease-
adjusted EBITDA coverage of interest for the 12 months ended
April 1, 2003, of 1.5x, compared with 2x the year before.
Standard & Poor's is concerned that continued weakness could
further pressure liquidity and credit measures. In addition,
covenants currently provide very limited cushion.

Leverage is high with lease-adjusted total debt to EBITDA of
5.0x, and total debt (including unfunded pension and post-
retirement liabilities) to EBITDA approaching 7x. The company
reduced balance-sheet debt through a series of sale-leaseback
transactions, replacing the debt with off-balance-sheet
operating leases, and more recently through $9.9 million
excess cash flow offer payment.

Liquidity is limited to $2 million in cash and $6 million of
availability on a $20 million revolving credit facility as of
April 1, 2003.

Standard & Poor's believes management faces significant
challenges in reversing negative sales and traffic trends at its
restaurants. Continued weakness could further pressure liquidity
and credit measures resulting in a downgrade.


PLIANT CORP: S&P Ratchets Bank Loan Rating Up a Notch to BB-
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
flexible packaging maker Pliant Corp.'s proposed $250 million
second-priority senior secured notes due 2009. Proceeds will be
used to pay down the company's revolving credit facility and
term loans and for fees and expenses.

At the same time, Standard & Poor's raised its bank loan rating
on Pliant's existing senior secured credit facility to 'BB-'
from 'B+' reflecting lenders' improved prospects for full
recovery due to the smaller proportion of priority debt relative
to the pledged collateral and the benefits of a substantial
subordinate debt cushion.

At the same time, Standard & Poor's said that it has revised its
outlook on Pliant Corp. to stable from negative, as the
successful completion of the senior secured notes issuance would
ease liquidity pressures and significantly improve the company's
onerous debt amortization schedule.

Standard & Poor's said that it also affirmed its 'B+' corporate
credit rating on the Schaumburg, Ill.-based company. Total debt
outstanding was $736 million as at March 31, 2003.

"The rating on the proposed notes is two notches below the
corporate credit rating to reflect the notes' second-priority
claim on assets that have been pledged to bank lenders on a
priority basis," said Standard & Poor's credit analyst Liley
Mehta. "In a default scenario, Standard & Poor's would expect
the residual value of distressed assets to provide only a
measure of protection to second-priority note holders after
providing for full recovery of the company's still-substantial
priority obligations".

Standard & Poor's said that the stable outlook reflects
expectations that almost full availability under the $100
million revolving facility, upon completion of the notes issue,
and minimal debt maturities until 2006 should provide sufficient
liquidity while the company's operating performance, cash
generation and credit measures strengthen to appropriate levels.

Standard & Poor's said that its ratings reflect Pliant Corp.'s
below-average business position in flexible packaging segments,
which is overshadowed by very aggressive debt leverage and
subpar credit measures. With annual revenues of about $880
million, Pliant is a domestic producer of extruded film and
flexible-packaging products for food, personal care, medical,
industrial, and agricultural markets.


PROVIDIAN FINANCIAL: Ups Convertible Note Offering to $250 Mil.
---------------------------------------------------------------
Providian Financial Corporation (NYSE: PVN) has agreed to sell
$250,000,000 of Convertible Notes due May 15, 2008 through
Morgan Stanley & Co. Incorporated and J.P. Morgan Securities,
Inc., as joint book running managers, and Deutsche Bank
Securities, Inc., and Goldman Sachs & Co., as co-managers.
Providian increased the offering from the proposed $150,000,000
to $250,000,000.  Providian may also raise up to an additional
$37,500,000 upon exercise of an overallotment option granted to
the underwriters in connection with the offering.

The Notes will bear interest at the rate of 4.00% per annum and
will be convertible into shares of Providian Financial's common
stock upon the achievement of a predetermined stock price or the
satisfaction of other conditions at the conversion rate of
76.8758 shares of common stock for each $1,000 principal amount
of Notes that are converted (equivalent to a conversion price of
approximately $13.01 per share).

A copy of the prospectus can be obtained from J.P. Morgan
Securities Inc. at One Chase Manhattan Plaza, Room 5B, New York,
NY  10081, or from Morgan Stanley & Co. Incorporated, 1585
Broadway, New York, NY  10016.

San Francisco-based Providian Financial is a leading provider of
credit cards and deposit products to customers throughout the
United States.

As previously reported, Moody's Investors Service confirmed the
ratings of Providian Financial Corporation and its unit
Providian National Bank.

Outlook is stable.

                     Ratings Confirmed:

    * Providian Financial Corporation

       - senior unsecured debt rating of B2.

    * Providian Capital I

       - the preferred stock rating of Caa1.

    * Providian National Bank

       - bank rating for long-term deposits of Ba2

       - ratings on senior bank notes and other senior long-term
         obligations of Ba3;

       - issuer rating of Ba3;

       - subordinated bank notes rating of B1, and

       - bank financial strength rating of D.

The ratings confirmation reflects the numerous measures the
company has taken just to strengthen its financial position,
including portfolio sales, facility closings, and the
implementation of conservative underwriting and marketing plans.


PROVINCE HEALTHCARE: S&P Assigns B- Rating to Senior Sub. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
Province Healthcare Co.'s shelf drawdown of $150 million senior
subordinated notes due 2013. At the same time, Standard & Poor's
affirmed its 'B+' corporate credit and subordinated ratings, and
raised its senior secured bank loan rating to 'BB-' from 'B+'.

The proceeds of the new issue will be used to repay outstanding
bank debt. The total size of Province's credit facility is
reduced to $200 million from $250 million. The outlook is
stable.

Province, based in Brentwood, Tennessee, had about $443 million
of debt as of March 31, 2003.

"The upgrade of the senior secured bank loan rating reflects the
reduction in the total amount of secured bank debt outstanding,"
said Standard & Poor's credit analyst David Peknay. "It also
reflects the growth in the company's assets and cash flow.
Standard & Poor's believes that, at their current levels, these
measures offer a strong likelihood of full recovery of the total
possible secured bank debt in the event of default."

The bank facility is secured by certain tangible and intangible
assets, which comprise the majority, but not all of the
company's assets.

The speculative-grade corporate credit rating on Province
reflects the company's improving, but still-limited, hospital
portfolio diversity, and its vulnerability to adverse operating
trends. These factors are offset somewhat by the company's
strong market position in small, non-urban markets.

Province Healthcare owns or leases 20 acute care hospitals with
about 2,300 beds in 13 states. The company has been built
through a string of hospital acquisitions, beginning in 1996.
Province focuses on small, non-urban markets with a minimum
population of 20,000 where the company can establish a leading
competitive position. The company's hospitals are typically
either the sole or primary hospital providers in their service
areas. Management's program to improve the financial performance
of acquired hospitals includes expanding the scope of services,
upgrading hospital operations, and recruiting new physicians.


RURAL/METRO: Delays Announcement of Fiscal Third-Quarter Results
----------------------------------------------------------------
Rural/Metro Corporation (Nasdaq:RURL), a leading national
provider of ambulance and fire protection services, postponed
its fiscal 2003 third-quarter announcement scheduled for May 21,
2003.

The company previously announced the need to increase its
allowance for Medicare, Medicaid and contractual discounts and
doubtful accounts in the range of $35 to $45 million and has now
determined that the charge will require a restatement of its
financial statements of prior years. The company is working to
determine the final amount of the charge as well as the fiscal
years to which the charge relates.

Jack Brucker, president and chief executive officer, said,
"While our analysis has taken longer than expected to complete,
we are pleased that the anticipated adjustment will have no
impact on our current cash balances or cash flows from operating
activities. This process in no way diminishes the fundamental
strength of the company or the progress we have made in recent
years to enhance the quality of our revenue and strengthen our
billing and collections process."

After the company completes its determination, it will release
the results of the restatement and results for the third fiscal
quarter ended March 31, 2003. The company will file its Form
10-Q for the third quarter promptly thereafter.

The delay in filing the 10-Q has caused the company to be out of
compliance with regulatory filing obligations under its amended
credit facility and its bond indenture. The company anticipates
this situation will be remedied upon filing the 10-Q or that an
appropriate waiver or other resolution can be negotiated. As
previously announced, a charge in the range of $35 to $45
million will cause the company to be out of compliance with
three financial covenants under its amended credit facility and
the company is working with its lenders on a variety of
alternatives to structure an amended credit agreement.

Rural/Metro Corporation, whose December 31, 2002 balance sheet
shows a total shareholders' equity deficit of about $160
million, provides emergency and non-emergency medical
transportation, fire protection, and other safety services in
approximately 400 communities throughout the United States. For
more information, visit the Rural/Metro Web site at
http://www.ruralmetro.com

Rural/Metro Corp.'s 7.875% bonds due 2008 (RURL08USR1) are
trading at about 70 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=RURL08USR1
for real-time bond pricing.


SBMS VII: Fitch Downgrades Series 2000-C2 Class N to CCC from B-
----------------------------------------------------------------
Fitch Ratings downgrades Salomon Brothers Mortgage Securities
VII, Inc., series 2000-C2, $6.8 million class N to 'CCC' from
'B-' and places classes L (rated 'B+') and M (rated 'B') on
Rating Watch Negative.

In addition, Fitch affirms the following classes: $50.7 million
class A-1, $483.3 million class A-2, and interest only class X
at 'AAA', $33.2 million class B at 'AA', $33.2 million class C
at 'A', $7.8 million class D at 'A-', $11.7 million class E at
'BBB+', $13.7 million class F at 'BBB', $9.8 million class G at
'BBB-', $21.5 million class H at 'BB+', $13.7 million class J at
'BB' and $5.9 million class K at 'BB-'. Fitch does not rate the
$11.7 million class P.

The rating actions are due to increased estimates of potential
losses on several specially serviced loans and the interest
shortfalls currently affecting classes L, M, N, and P. Nine
loans (9.8%) are currently in special servicing, five of which
(4.0%) are delinquent. Based on recent appraisals, losses may
amount to as much as $17 million for some of these loans. To
date, the deal has not incurred any losses.

The largest loan of concern contributing to the loss estimate is
secured by a retail property (2.1%) in Baltimore, MD. Sam's
Club, which occupied 56% of net rentable area (NRA), is dark but
paying rent and Ames, which occupied 31% of NRA, has also
vacated the space. The situation is somewhat mitigated by the
Sam's Club lease terms, which provide for rental payments
sufficient to cover most of the annual debt service through
January 2009. However, the August 2002 appraisal valued the
property at $7.4 million, which led to the subsequent appraisal
reduction amount (ARA) of $9.1 million on the $15 million loan.
ARAs totaling $3.7 million have also been calculated on two
other loans (0.9%). The first loan (0.5%) is secured by a vacant
former Kmart store in Lexington, KY, with a $2.6 million ARA.
The second loan (0.4%) is secured by a real estate owned (REO)
office property in Flint, MI, with a $1.1 million ARA.

As of the May 2003 distribution date, the pool's aggregate
certificate balance has been reduced by 8.2% since issuance, to
$717.6 million from $781.5 million. The certificates are
collateralized by 188 fixed-rate mortgage loans, consisting
primarily of office (34%), retail (26%), and industrial (16%)
properties, with concentrations in California (17%), New York
(9%), and Florida (8%).

Fitch will continue to monitor this transaction and will revisit
the ratings when year-end 2002 information becomes available.


SIRIUS SATELLITE: Caps 3-1/2% Convertible Note Offering Price
-------------------------------------------------------------
SIRIUS (Nasdaq: SIRI), the premier satellite radio broadcaster
and only service delivering uncompromised coast-to-coast music
and entertainment for your car and home, priced an offering of
3-1/2% Convertible Notes due 2008 through Morgan Stanley, as
book running manager, and UBS Warburg LLC, as co-manager.  In
connection with the offering, Sirius has also granted the
underwriters an option to purchase up to an additional
$26,250,000 in principal amount of 3-1/2% Convertible Notes due
2008.

The notes are convertible into Sirius' common stock at the
option of the holder at a conversion rate of 724.6377 shares per
$1,000 principal amount, or $1.38 per share. The notes may not
be redeemed at the option of Sirius prior to maturity.

The net proceeds of approximately $168,875,000, before expenses,
are expected to eliminate the company's funding gap, estimated
to be approximately $100 million.  SIRIUS intends to use the net
proceeds from the sale of the notes for general corporate
purposes.

SIRIUS is the only satellite radio service bringing listeners
more than 100 streams of the best music and entertainment coast-
to-coast.  SIRIUS offers 60 music streams with no commercials,
along with over 40 world-class sports, news and entertainment
streams for a monthly subscription fee of only $12.95, with
greater savings for upfront payments of multiple months or a
year or more.  Stream Jockeys create and deliver uncompromised
music in virtually every genre to our listeners 24 hours a day.
Satellite radio products bringing SIRIUS to listeners in the
car, truck, home, RV and boat are manufactured by Kenwood,
Panasonic, Clarion and Audiovox, and are available at major
retailers including Circuit City, Best Buy, Car Toys, Good Guys,
Tweeter, Ultimate Electronics, Sears and Crutchfield.  SIRIUS is
the leading OEM satellite radio provider, with exclusive
partnerships with DaimlerChrysler, Ford and BMW.  Automotive
brands currently offering SIRIUS radios in select new car models
include BMW, MINI, Chrysler, Dodge, Jeep(R), Nissan, Infiniti
and Mazda.  Automotive brands that have announced plans to
offer SIRIUS in select models include Ford, Lincoln, Mercury,
Mercedes-Benz, Jaguar, Volvo, Audi, Volkswagen, Land Rover and
Aston Martin. Visit http://www.SIRIUS.comfor more information
on the Company.

As reported in Troubled Company Reporter's March 11, 2003
edition, Standard & Poor's Ratings Services lowered its senior
secured ratings on satellite radio provider Sirius Satellite
Radio Inc., to 'D' from 'CCC-' following the exchange of most of
its debt and all of its preferred stock for common stock.

At the same time, the ratings were removed from CreditWatch
where they were placed on Aug. 16, 2002. The corporate credit
and subordinated debt ratings on the company were already 'D'
due to a missed interest payment. New York-based Sirius has
about $60 million in debt following the retirement of 91% of its
debt as part of its restructuring.


SMALL TOWN RADIO: Case Summary & Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Small Town Radio, Inc.
              3500 Lenox Road
              Suite 1500
              Atlanta, Georgia 30326
              Tel: (404) 419-2440

Bankruptcy Case No.: 03-67044

Debtor affiliates filing separate chapter 11 petitions:

         Entity                                     Case No.
         ------                                     --------
         Small Town Radio of Georgia, Inc.          03-67043

Type of Business: The Company buys, manages, and acquires radio
                   stations through its subsidiary Small Town
                   Radio of Georgia, Inc.

Chapter 11 Petition Date: May 18, 2003

Court: Northern District of Georgia (Atlanta)

Judge: C. Ray Mullins

Debtors' Counsel: Gregory D. Ellis, Esq.
                   Lamberth, Cifelli, Stokes & Stout, PA
                   3343 Peachtree Road, NE
                   East Tower, Suite 550
                   Atlanta, GA 30326-1022
                   Tel: 4040 262-7373

Total Assets: $210,495

Total Debts: $1,596,351

A. Small Town Radio, Inc.'s 16 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Wayne Shortridge            Loans                     $407,500
257 Boiling Way
Atlanta, Georgia 30305

Wayne Shortridge            WDGR-AM Radio             $500,000
257 Boiling Way
Atlanta, GA 30305

Renegade Broadcasting       Trade Debt                 $30,000
  Partners

Merrill Communications, LLC Trade Debt                 $23,650

Bridges & Dunn-Rankin                                  $21,000

Waitt Radio                 Trade Debt                  $7,500

Epoch Financial Group, Inc.                             $4,000

Harper Engineering          Trade Debt                  $3,211

Depository Trust Corp.      Trade Debt                    $453

Federal Express             Trade Debt                    $405

Eufala Business Machines    Trade Debt                    $405

Alabama Broadcasters Assn.  Trade Debt                    $245

Gainesville Times           Trade Debt                    $208

Jones Radio Network         Trade Debt                    $200

ADP Investor Communication  Trade Debt                    $196
  Services

Donald Boyd                 Compensation               Unknown

B. Small Town Radio of Georgia's 18 Largest Unsecured
    Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Wayne Shortridge            Loans                     $407,500
257 Boiling Way
Atlanta, Georgia 30305

Paul, Hastings, Janofsky &  Trade Debt                $257,621
  Walker
600 Peachtree Road,
Suite 2400
Atlanta, GA 30308

Wayne Shortridge            WDGR-AM Radio             $500,000
257 Boiling Way
Atlanta, GA 30305

BKD, LLP                    Trade Debt                 $81,375

Baker, Donelson, Bearman &  Trade Debt                 $69,190
  Caldwell

Media Staffing Network      Trade Debt                 $40,000

Renegade Broadcasting       Trade Debt                 $30,000
  Partners

Axelrod, Smith & Kirshbaum  Trade Debt                 $25,000

Donnie S. Cox               Trade Debt                 $15,000

Harris Corp.                Trade Debt                 $11,895

Waitt Radio                 Trade Debt                  $7,500

McManus, Smith & Benjamin,  Trade Debt                  $3,596
  LLP

HQ Global Workplaces        Trade Debt                  $2,942

Crimson Tide Sports         Trade Debt                  $1,556
  Marketing

Corporate Stock Transfer    Trade Debt                  $1,103

Standard & Poor's           Trade Debt                    $975

SESAC, Inc.                 Trade Debt                    $847

Robert S. Vail              Trade                      Unknown


SORRENTO NETWORKS: Adjourns Shareholders' Meeting Until Tomorrow
----------------------------------------------------------------
Sorrento Networks Corporation (Nasdaq:FIBR) announced that a
quorum was again not present at the Special Meeting of
Shareholders, which was convened Tuesday, and accordingly the
Special Meeting was adjourned. A reconvened meeting will be held
tomorrow at 11:00 AM Pacific Time, at Sorrento's executive
offices located at 9990 Mesa Rim Road, San Diego, California.

The Company announced that approximately 42% of the shares
eligible to vote have so far been voted. More than 50% of the
eligible shares have to vote to constitute a quorum. The
proposed capital restructuring has been favorably received by a
substantial majority of those who have cast ballots. All of the
propositions that are being voted on appear to be passing, with
votes in favor ranging from 79% to 95%.

Commenting on the Company's difficulty in obtaining a quorum for
this shareholder meeting, Sorrento Chairman and CEO Phil Arneson
stated: "It is our understanding that this is a busy time of
year for shareholder meetings, and that due to delays in the
mail, many of our shareholders are just now beginning to receive
their proxy statements. Accordingly, we are redoubling our
efforts to get proxies and proxy cards in the hands of any
shareholders who have not voted and are urging them to vote on
these important matters either by phone, over the Internet, or
overnight mail."

Arneson continued: "We urge all our shareholders to vote
immediately regardless of the number of shares they own -- every
vote is important. We appreciate the support of those who have
already cast their votes."

                          How to vote

If you were a shareholder of record of Sorrento Networks
Corporation common stock as of April 10, 2003, you are eligible
to vote. If you have not voted, and have not received either a
proxy statement or proxy card, please call Sorrento at 1-858-
646-7130, or email us at proxy@sorrentonet.com, and we will get
a proxy and/or proxy card to you immediately.

If you already have a proxy and proxy card, you may cast your
votes by calling the following toll free number: 1-800-454-8683.

Or, you may vote by logging on to the following Web site at
http://www.proxyvote.com

Sorrento Networks, headquartered in San Diego, is a leading
supplier of intelligent optical networking solutions for metro
and regional applications worldwide. Sorrento Networks' products
support a wide range of protocols and network traffic over
linear, ring and mesh topologies. Sorrento Networks' existing
customer base and market focus includes communications carriers
and service providers in the telecommunications, cable TV and
utilities markets. Additional information about Sorrento
Networks can be found at http://www.sorrentonet.com


SPEIZMAN: Fails to Regain Compliance with Nasdaq Requirements
-------------------------------------------------------------
Speizman Industries, Inc. (Nasdaq: SPZN) reported on May 13,
2003, the Company received a NASDAQ Staff Determination that on
May 12, 2003, the Company had not regained compliance with
Marketplace Rule 4310(C)(4) (minimum $1.00 closing bid price per
share) and therefore, the Company's securities would be delisted
from The NASDAQ SmallCap Market at the opening of business on
May 22, 2003.

On February 14, 2002, Staff notified the Company that the bid
price of its common stock had closed at less than $1.00 per
share over the previous 30 consecutive trading days, and, as a
result, did not comply with Marketplace Rule 4310(C)(4).
Therefore, in accordance with Marketplace Rule 4310(C)(8)(D),
the Company was provided 180 calendar days, or until August 13,
2002, to regain compliance with the Rule.

On August 14, 2002, given that the Company met the initial
inclusion requirements of The NASDAQ SmallCap Market under
Marketplace Rule 4310(C)(2)(A), Staff notified the Company that
it would be provided an additional 180 calendar day compliance
period, or until February 10, 2003, to demonstrate compliance.
On March 19, 2003, given that the Company met the initial
inclusion requirements under Marketplace Rule 4310(C)(2)(A),
Staff notified the Company that it would be provided an
additional 90 calendar day compliance period, or until May 12,
2003, to demonstrate compliance.

The Company has requested a hearing before a NASDAQ Listing
Qualification Panel to review the Staff determination. A hearing
request will stay the delisting of the Company's securities
pending the Panel's decision. There can be no assurance that the
Panel will grant the Company's request for continued listing on
The NASDAQ SmallCap Market. Should the Company not be
successful, the Company's securities may be eligible for
quotation on the OTC Bulletin Board.

Speizman Industries is a leader in the sale and distribution of
specialized industrial machinery, parts and equipment. The
Company acts as exclusive distributor in the United States,
Canada, and Mexico for leading Italian manufacturers of textile
equipment and is a leading distributor in the United States of
industrial laundry equipment representing several United States
manufacturers.

For additional information on Speizman Industries, please visit
the Company's web site at http://www.speizman.com

As reported in Troubled Company Reporter's April 7, 2003
edition, Speizman Industries, effective March 31, 2003, entered
into a Sixth Amendment and Forbearance Agreement relating to its
credit facility with SouthTrust Bank, extending the maturity
date until December 31, 2003. The credit facility as amended
provides a revolving credit facility up to $10.0 million and an
additional line of credit for issuance of documentary letters of
credit up to $7.5 million. The availability under the combined
facility is limited to a borrowing base as defined by the bank.
The Company, as of March 31, 2003, had borrowings with
SouthTrust Bank of $4.8 million under the revolving credit
facility and had unused availability of $2.5 million.


STROUDS: Defaults on Fog Cutter Loan & Files Chapter 11 Petition
----------------------------------------------------------------
Fog Cutter Capital Group Inc. (Nasdaq:FCCG) updated the status
of its loans to Strouds Acquisition Corporation, which filed for
Chapter 11 bankruptcy protection on May 20, 2003. In March 2003,
Fog Cutter structured a financing package to help stabilize
Strouds, a distressed 50 store specialty linen retailer. The
financing package allowed Strouds critical time to examine its
business model and evaluate further strategic options. As a
merchant bank, Fog Cutter seeks opportunistic investments in
financially or operationally challenged companies. In making
such investments, Fog Cutter's goal is to protect the interests
of its shareholders by balancing the downside risk inherent in
such investments with the potential for appreciation.

Fog Cutter's financing package for Strouds included a $2 million
loan participation in Fleet Retail Finance Inc.'s senior secured
credit facility and a $900,000 subordinated secured loan. Last
week, both Fleet and Fog Cuter notified Strouds of defaults
under their respective loan facilities.

After careful analysis of all potential options, Strouds
determined that filing for Chapter 11 bankruptcy protection will
best serve the interests of Strouds, its shareholders and its
creditors.

Based upon an initial analysis of the assets and liabilities of
Strouds, Fog Cutter believes that its loans are adequately
collateralized and that Fog Cutter will receive repayment of all
or substantially all of its loans to the retailer.

Fog Cutter Capital Group Inc., focuses on investing, structuring
and managing a wide range of financial assets, including the
acquisition of debt or equity positions in companies requiring
assistance in restructuring their operations; investments in
mortgage-backed securities and other real estate related assets;
provision of corporate mezzanine financing and other similar
investments. The Company invests where its expertise in
intensive asset management, credit analysis and financial
structuring can create value and provide an appropriate risk-
adjusted rate of return. The Company maintains a flexible
approach with respect to the nature of its investments, seeking
to take advantage of opportunities as they arise or are
developed.

             Strouds Acquisition Isn't Strouds, Inc.

Strouds  Acquisition Corp., a privately held corporation that
began operating 50 stores under the Strouds name in April 2001,
is not Strouds, Inc. estate liquidated in bankruptcy.

"Despite our . . . announcements to the contrary, there remains
a misconception that Strouds stores are part of Strouds, Inc.,
which was involved in a Chapter 11. The stores and all current
operations are part of Strouds Acquisition Corp., which has been
running a robust, profitable retail chain since April 2001," SAC
President Rob Valone, stressed in a March 2002 press release.

Strouds has undergone many changes in its 22-year history. Once
publicly traded, Strouds today is privately held with Orange
County private equity investor Walter Cruttenden as the majority
shareholder.  Mr. Cruttenden serves as chairman of the board and
is an active member of  the management team lead by Mr. Valone,
who has served as president since April 2001.  Other members of
the team include Gary Van Wagner, chief operating and financial
officer, and Jeff Stroud, senior vice president of stores,
Internet and marketing.

The first Strouds store opened in 1979, and the chain currently
has 50 full-line and outlet stores in California, Arizona,
Nevada, and Minnesota. The company generates approximately $180
million in sales annually through its retail centers and its
Internet site at http://www.strouds.com The company is
headquartered in the greater Los Angeles metropolitan area and
employs 1,100 people.

Strouds, Inc., n/k/a STR, Inc., sold substantially all of its
assets to Strouds Acquisition Corporation, comprised of senior
management and Cruttenden Partners, LLC, for approximately $39.5
million in April 2001.  The purchase included 50 stores, two
distribution centers, corporate headquarters and additional
assets, including all trade names, trademarks, copyrights and
the Company's website.  The total transaction was valued at
$49.5 million, which included working capital, assumption of
certain liabilities, and a $35.0 million dollar credit facility
from Fleet Retail Finance.

The retail stores sell bed, bath, tabletop and other home
textile products.


SUN HEALTHCARE: Mar. 31 Balance Sheet Insolvency Stands at $186M
----------------------------------------------------------------
Sun Healthcare Group, Inc., (OTC BB: SUHG) announced its
operating results for its first quarter ended March 31, 2003.

For the quarter ended March 31, 2003, Sun reported total net
revenues of $442.3 million and a net loss, before reorganization
costs, income taxes, discontinued operations and extraordinary
item, of $12.0 million, compared with total net revenues of
$453.1 million and a net loss, before reorganization costs,
income taxes, discontinued operations and extraordinary item, of
$6.0 million for the three-month period ended March 31, 2002.
Sun's results of operations were negatively impacted by net
reductions in Medicare reimbursements of $7.6 million and an
increase in patient liability costs of 41.9 percent, or $4.9
million in the first quarter of 2003. Without these
reimbursement cuts and increases to patient liability expenses,
Sun's total net revenues and net income, before reorganization
costs, income taxes, discontinued operations and extraordinary
item, would have been $449.9 million and $0.5 million,
respectively. The Company operated 217 long-term and other
inpatient care facilities with 24,274 licensed beds on March 31,
2003, as compared with 244 facilities with 27,632 licensed beds
on March 31, 2002.

For the quarter ended March 31, 2003, Sun's net revenues from
its ancillary and corporate operations, which include SunScript
Pharmacy Corporation, SunDance Rehabilitation Corporation,
CareerStaff Unlimited, SunPlus Home Health Services, Inc. and
Shared Healthcare Systems, Inc., increased $3.1 million, from
$110.7 million for the three months ended March 31, 2002, to
$113.8 million for the same period in 2003. The net segment
loss, before restructuring costs, gain on sale of assets,
reorganization costs, income taxes, discontinued operations and
extraordinary item, for those operations increased $0.4 million
over the same period, from a loss of $6.5 million to a loss of
$6.9 million. Sun's ancillary and corporate results of
operations were negatively impacted by reductions in Medicare
reimbursements and changes in state Medicaid rates. As disclosed
in previous SEC filings, reductions in Medicare reimbursement
cuts of $1.1 million to the ancillary operations' first quarter
revenues adversely impacted these results.

Net revenues from the long-term and inpatient care operations,
which comprised 74.3 percent of Sun's total revenue in the first
quarter of 2003, decreased $13.9 million to $328.5 million for
the three months ended March 31, 2003, from $342.4 million for
the same period in 2002. The net segment loss, before
restructuring costs, gain on sale of assets, reorganization
costs, income taxes, discontinued operations and extraordinary
item from the long-term and inpatient care operations increased
$2.0 million from $1.5 million for the three months ended March
31, 2002, to $3.5 million for the same period in 2003. Sun's
inpatient care results of operations were negatively impacted by
reductions in Medicare reimbursements of $8.7 million, which was
partially offset by a market basket increase of $2.2 million.
Without the reimbursement cuts and before restructuring costs,
gain on sale of assets, reorganization costs, income taxes,
discontinued operations and extraordinary item, Sun's inpatient
care net revenues and net income would have been $335.0 million
and $3.0 million, respectively.

Sun expects that its professional liability costs will continue
to increase in the future with the growing trend in the number
and the magnitude of litigation claims filed within the industry
and because of the related difficulties of obtaining insurance
coverage for those types of claims.

At Sun HealthCare Group's March 31, 2003 balance sheet shows a
working capital deficit of about $66 million, and a total
shareholders' equity deficit of about $186 million.

"We have made substantial progress in our inpatient and
ancillary services quarter over quarter," said Richard K.
Matros, Sun's chairman and chief executive officer.
"Unfortunately, the progress we have made has been offset by
reduced Medicare reimbursements and increased patient liability
costs."

As previously announced, Sun is restructuring its facility
portfolio to obtain, among other things, rent concessions with
respect to certain facilities and to transition certain under-
performing facilities to other operators. In connection with
this initiative, Sun divested 21 facilities between December 31,
2002, and March 31, 2003, and those 21 facilities accounted for
$1.4 million in net loss during the first quarter of 2003. Sun
divested an additional 16 facilities in April 2003 and has
identified 43 percent of its current facilities for possible
divestiture. As of April 30, 2003, Sun withheld approximately
$26.0 million in accrued rent and mortgage payments on
facilities that are being restructured. Sun was released from
paying $9.2 million of that amount in April.

"We continue to advance with our restructuring," said Mr.
Matros. "We have successfully divested many of the facilities
that we had targeted for divestiture, and we are having good
dialogues with many of the landlords for the remaining
facilities to be divested. As part of the restructuring, we are
also looking into possible sales of assets to provide liquidity
that we will need for operations in the next several months. In
addition, we have implemented steps to reduce our operating and
overhead costs without affecting the quality of care that we
provide to our residents."

The Company emerged from bankruptcy on February 28, 2002, and
adopted the provisions of fresh-start accounting effective
March 1, 2002. Under these provisions, the terms of the
Company's reorganization plan were implemented, assets and
liabilities were adjusted to their estimated fair values, and a
new entity was deemed created for financial reporting purposes.
As a consequence, the financial results for the quarter ended
March 31, 2003, are generally not comparable to the financial
results for the same periods in the prior year. Financial
results in the attached financial highlights and consolidated
statements of operations and cash flows labeled "Predecessor
Company" refer to periods prior to the adoption of fresh-start
reporting, while those labeled "Reorganized Company" refer to
periods following the Company's reorganization.

Sun and its subsidiaries have continued to receive funding under
their Revolving Credit Agreement, even though the Company is in
covenant default of its loan agreements and has not obtained
current waivers of the defaults.

Sun's senior management will hold a conference call to discuss
the Company's first quarter operating results today at 12 p.m.
EDT/9 a.m. PDT. To listen to the conference call, dial (877)
516-8526 and refer to Sun Healthcare Group. A recording of the
conference call will be available from 1 p.m. EDT on May 22
until midnight EDT on May 29 by dialing (800) 642-1687 and using
access code 9768245.

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
its affiliated companies, Sun's affiliates together operate more
than 200 long-term and postacute care facilities in 25 states.
In addition, the Sun Healthcare Group family of companies
provides high-quality therapy, pharmacy, home care and other
ancillary services for the healthcare industry.

For further information regarding the Company and the matters
reported herein, see the Company's Report on Form 10-K for the
year ended December 31, 2002, a copy of which is available at
the Company's Web site at http://www.sunh.com


SUNBLUSH TECHNOLOGIES: Dec. 31 Balance Sheet Upside-Down by $3MM
----------------------------------------------------------------
The SunBlush Technologies Corporation announced its results for
the year ended December 31, 2002. Revenue increased to $17.3
million from $8.0 million compared to the year ended
December 31, 2001. Revenues for Access Flower Trading, Inc.
increased by 45% compared to the same period last year. Access
accounts for 97.8% of the sales. Technology and licensing
revenue decreased by $203,000 to $379,000 in 2002.

SunBlush's on-line flower auctioning businesses continued to
grow rapidly in 2002, turning the corner to profitability,
reporting net income of $546,000 compared to a loss of $191,000
for the same period last year.

The loss for the year was $5,492,000, compared to a loss of
$707,000 last year.

Prior to December 31, 2002, the Company began examining a number
of restructuring options in order to maximize shareholder value.
These included pursuing opportunities to sell or close certain
operations. Based on offers received for Access, management
concluded that goodwill was impaired and recognized an
impairment loss of $2,000,000 The increased loss in 2002
resulted from the write down of the goodwill and the write back
of a promissory note in the amount of $1,682,000 in 2001. The
EBITDA for 2002 was a loss of $2,207,000 compared to as loss of
$2,206,000 in 2001.

Prior to year-end the Company closed its FreshSpan Israel
operation and entered into a letter of intent to sell its
Scalime France operation. These two operations have been treated
as discontinued operations in the 2002 and comparative 2001
financial statements.

The Company has received resignations from two (2) directors, M
McBride and J. Deacon.

The SunBlush Technologies Corporation is the 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, 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, French National Agronomic Research Institute (INRA),
Alimentec, CIRAD, 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 owns 50% of
Access Flower Trading Inc, a leading e-commerce provider of
North American floral product auctions and purchasing services.
The Company continues to pursue licensing opportunities through
the traditional grower/processor channels, and has also
identified the rapidly growing, emerging e-commerce marketplace
- for flowers, in particular - as a way of maximizing the
distribution for its technologies.

Trading Symbol: SBT (CDNX and Ofex)

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.


UNIFORET INC: Reports Improved First-Quarter 2003 Results
---------------------------------------------------------
Uniforet Inc., reports a gain of $2.4 million for its first
quarter ended March 31, 2003, which compares to a net loss of
$0.04 million for the corresponding period in 2002.

The financial statements for the first quarter of 2003 include a
pretax gain on exchange of $12.2 million relative to the
conversion of foreign currencies on long-term liabilities
denominated in foreign currencies, as compared to a loss of $0.5
million for the same period last year. Financial results for the
first quarter of 2003 were further affected by the pronounced
weakness of the lumber market and by a drop in shipments.
Strengthening of the Canadian dollar as compared to the US
dollar eliminated any price increase. Moreover, the increase in
energy costs, the unanticipated one-week stoppage at the Port-
Cartier facility and non-recurring items of $0.7 million also
had a downward effect on results for the quarter. The
application of countervailing duties of 27.2% on all lumber
shipments to the United States during the quarter cost $2.5
million. Excluding non-recurring items and the effect of foreign
exchange-rate fluctuations on long-term liabilities denominated
in foreign currencies and the associated taxes, the net loss for
the first quarter of 2003 was $5,5 million, compared to a net
loss of $0.1 million for the same period in the previous fiscal
year.

The accompanying unaudited consolidated financial statements for
the period ended March 31, 2003 and 2002 have been compiled on
the same basis as the audited consolidated financial statements
for the year ended December 31, 2000, using the going-concern
assumption. In addition, these consolidated financial statements
do not include any value adjustment or reclassification of
assets, liabilities or operating results that may be appropriate
in light of recent events and pursuant to the implementation or
the non-implementation of a potential plan of arrangement with
creditors.

                             Sales

Sales for the first quarter of 2003 decreased by 35.9% to $25.1
million, compared to those of the same quarter last year, as net
selling prices of lumber fell 24.4% while shipments of lumber
and woodchips decreased by 28.8% and 5.5%. On the other hand,
net selling prices of woodchips reflected an improvement of 8.6%
over those of the previous corresponding period. For the first
quarter of 2003, sales of woodchips represent 44.8% of sales,
compared to 28,8% for the same quarter in 2002.

                     Operating Income (Loss)

Operating loss for the first quarter of 2003 was $4.9 million,
which compares to an operating income of $5.6 million for the
same quarter last year. Operating loss from the lumber sector
amounted to $3.2 million, compared to an operating income of
$6.7 million for the corresponding period last year. Profit
margin shrank because of the reduction in selling prices for
lumber and a decrease in the volume of shipments stemming from
the drop in mill productivity as well as the unanticipated
stoppage of operations for seven days at the Port-Cartier
facility because of the breakage in electric installations. The
operating loss of the pulp sector amounted to $1.6 million,
compared to $1.1 million for the same period last year, costs
connected to the breakdown in the electric station again being
responsible.

                         Cash position

Operations for the first quarter of fiscal 2003 required funds
of $14.7 million, compared to $10.5 million for the same period
in 2002, a principal reason being the increase in inventory
resulting from low levels of lumber shipments. Net repayments on
long-term debt were $0.2 million. Additions to fixed assets
amounted to $1.1 million, compared to $0.5 million for the
corresponding period in 2002.

As at March 31, 2003, the bank overdraft was at $6.7 million,
with a working capital deficiency of $47.6 million, for a ratio
of 0.52:1, compared to 0.54:1 as at December 31, 2002, without
considering the default mentioned in note 2 of the attached
financial statements.

                           Outlook

On May 16, 2003, the Company announced that the Superior Court
of Montreal has sanctioned and approved its plan of arrangement
under the Companies' Creditors Arrangement Act, thereby
dismissing the contestation proceedings instituted by a group of
US Noteholders. The Company intends to proceed as soon as
possible with the implementation of its plan of arrangement.

Lumber prices will still be under pressure over the coming
months as a result of the overcapacity plaguing the market.

Uniforet Inc. manufactures softwood lumber. It carries on its
business through mills located in Port-Cartier and in the
Paribonka area. Uniforet Inc.'s securities are listed on the
Toronto Stock Exchange under the trading symbol UNF.A for the
Class A Subordinate Voting Shares, and under the trading symbol
UNF.DB for the Convertible Debentures.

                           Defaults

The Company is currently in default on payment of interest under
its 11.125% US senior notes and its unsecured subordinated
convertible debentures. Under generally accepted accounting
principles, these long-term liabilities may have to be
reclassified in current liabilities given the Company's default.
Uniforet Inc. is currently in default under its bank credit
agreement.


UNITED AIRLINES: Wants Nod for Assumption of Insurance Policies
---------------------------------------------------------------
United Airlines maintains worker's compensation coverage in all
50 states through a combination of self-insurance, state and
third party insurance arrangements.  United either self-insures
or provides coverage through a state fund in 16 states.  In the
remaining 34 states, United does not meet self-insurance
qualifications or has operations that are too limited to self-
insure.  As a result, United obtains liability coverage through
a third-party insurance provider, National Union Fire Insurance
Company of Pittsburgh, and certain other entities related to
American International Group.

United posted approximately $26,300,000 in cash with AIG as
security for AIG's exposure.  If the Debtors default on their
obligations under the Program, AIG would utilize the security it
holds to satisfy obligations owed.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, tells Judge
Wedoff that United has few options to obtain worker's
compensation liability coverage.  United can either self-insure,
purchase insurance through the private market or purchase
insurance directly from states in which they are required to
carry coverage.

Due to its financial condition, the Debtors no longer meet the
self-insurance qualifications in certain states.  Therefore, the
Debtors sought to add several states to its current insurance
policy.  However, the Amendment is contingent upon the Court's
approval of:

    a) the Debtors' assumption of their Worker's Compensation
       Program in its entirety, commencing July 16, 1994 and
       ending July 16, 2003, pursuant to an AIG-approved Order;
       and

    b) the Amendment for the policy period commencing January 1,
       2003 and ending July 16, 2003 pursuant to an order
       satisfactory to AIG.

The Policies can be terminated if United does not obtain Court
approval for assumption of the Program.  United and AIG have
begun good-faith negotiations on the renewal and hope to reach
an agreement prior to the Program's expiration on July 16, 2003.
(United Airlines Bankruptcy News, Issue No. 18; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


UNUMPROVIDENT: S&P Affirms BB Ratings on Three Related Deals
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
various UnumProvident Corp.-related synthetic transactions and
removed them from CreditWatch where they were placed
Feb. 18, 2003.

CorTS Trust for Unum Notes and PreferredPLUS Trust Series UPC-1
are synthetic transactions that are weak-linked to the rating on
the underlying securities, UnumProvident Corp.'s 6.75% notes due
Dec. 15, 2028.

CorTS Trust For Provident Financing Trust I, CorTS Trust II for
Provident Financing Trust I, and CorTS Trust III for Provident
Financing Trust I are synthetic transactions that are weak-
linked to the rating on the underlying securities, Provident
Financing Trust I's 7.405% capital securities due March 15, 2038
(guaranteed by UnumProvident Corp.).

These rating actions follow the affirmations of the ratings on
the related securities, and their removal from CreditWatch. A
copy of the UnumProvident Corp.-related summary analysis, dated
May 8, 2003, can be found on RatingsDirect, Standard & Poor's
Web-based credit analysis system, at www.ratingsdirect.com.


         RATINGS AFFIRMED AND REMOVED FROM CREDITWATCH

         CorTS Trust for Provident Financing Trust I
   $52 million corporate-backed trust securities certificates

                             Rating
         Class        To                From
         Certs        BB                BB/Watch Neg

         CorTS Trust II for Provident Financing Trust I
   $87 million corporate-backed trust securities certificates

                             Rating
         Class        To                From
         Certs        BB                BB/Watch Neg

         CorTS Trust III for Provident Financing Trust I
   $26 million corporate-backed trust securities certificates

                             Rating
         Class        To                From
         Certs        BB                BB/Watch Neg

                   CorTS Trust for Unum Notes
   $25 million corporate-backed trust securities certificates

                             Rating
         Class        To                From
         Certs        BBB-              BBB-/Watch Neg

                PreferredPLUS Trust Series UPC-1
   $32 million PreferredPLUS trust series UPC-1 certificates

                             Rating
         Class        To                 From
         Certs        BBB-               BBB-/Watch Neg


VISUAL DATA: Secures Conditional Continued Listing on Nasdaq
------------------------------------------------------------
Visual Data Corporation (Nasdaq: VDAT) has received a letter
from The Nasdaq Stock Market informing the Company that a Nasdaq
Listing Qualifications Panel, after reviewing the definitive
plan presented by the Company, has determined to continue the
listing of the Company's common stock on The Nasdaq SmallCap
Market, pursuant to the following exception.

1. On or before June 25, 2003, the Company must demonstrate a
    closing bid price of at least $1.00 per share; immediately
    thereafter, the Company must evidence a closing bid price of
    at least $1.00 per share for a minimum of ten consecutive
    trading days.

2. On or before August 14, 2003, the Company must file the Form
    10-QSB for the quarter ending June 30, 2003 with the SEC and
    Nasdaq evidencing shareholder's equity of at least
    $2,500,000. The Nasdaq Listing Qualifications Panel also
    reserves the right to modify or terminate this exception upon
    review of the Company's reported financial results.

In order to fully comply with the terms of this exception, the
Company must be able to demonstrate compliance with all
requirements for continued listing on The Nasdaq SmallCap
Market. In the event the Company fails to comply with any terms
of this exception, its securities will be delisted from The
Nasdaq SmallCap Market. There can be no assurances that the
Company will be able to meet the requirements of the Nasdaq
exception.

As the Company will be operating under an exception to the
Nasdaq MarketPlace Rules, effective with the open of business on
May 22, 2003, the trading symbol of the Company's common stock
will be changed from VDAT to VDATC. The additional fifth
character "C" will be removed from the trading symbol once the
Nasdaq Listing Qualifications Panel has confirmed the Company's
compliance with the terms of the exception and all other
criteria necessary for continued listing.

Visual Data Corporation -- http://www.vdat.com-- is a business
services provider, specializing in meeting the webcasting needs
of corporations, government agencies and a wide range of
organizations, as well as providing audio and video transport
and collaboration services for the entertainment, advertising
and public relations industries.

                          *    *     *

                  Liquidity and Going Concern

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

"The consolidated financial statements have been presented on
the basis that the Company is a going concern, which
contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. The Company has
incurred losses since its inception, and has an accumulated
deficit of $53,405,622 as of March 31, 2003. The Company's
operations have been financed primarily through the issuance of
equity. The Company's liquidity has substantially diminished
because of such continuing operating losses and a working
capital deficit of approximately $3.9 million and the Company
will be required to seek additional capital to continue
operations. As a result, there is substantial doubt about the
Company's ability to continue as a going concern. For the six
months ended March 31, 2003, we had a net loss from continuing
operations of approximately $2,250,000, reclassified the
approximately $1,500,000 convertible debenture from non-current
to current and cash used in operations of approximately
$338,000. The terms of our outstanding 6% convertible debentures
provide that our failure to maintain a listing of our common
stock on the Nasdaq Stock Market is an event of default under
the debentures. If our common stock was to be delisted from the
Nasdaq SmallCap Market, the debenture holders would have the
right, after five days, to demand the repayment in full of all
amounts outstanding under the debentures. The Company's forecast
for fiscal year 2003 anticipates a reduction in cash used for
operations. At March 31, 2003, we had approximately $11,000 of
cash and cash equivalents. Subsequent to March 31, 2003 we have
raised an additional $600,000 through the issuance of a
promissory note.

"The Company is currently seeking to raise up to $2.0 million of
additional funds through the private placement of equity or a
combination of debt and equity. Although the Company believes
that there are a number of parties interested in participating
in such placement, there is no guarantee that the Company will
be successful in raising all or a portion of such funds.

"We are constantly evaluating our cash needs and existing burn
rate. In addition, we have a plan whereby certain non-essential
personnel and administrative costs will continue to be reduced
so that we may continue to meet operating and financing
obligations as they come due. Based upon an ongoing evaluation
of our cash needs, we may seek to raise additional capital
through the sale of equity and debt securities to provide
funding for ongoing future operations. No assurances can be
given that we will be successful in obtaining additional
capital, or that such capital will be available on terms
acceptable to us. Our ability to grow revenues, achieve cost
savings or raise sufficient additional capital will be necessary
to service our existing indebtedness. In addition, our ability
to refinance existing indebtedness is subject to future economic
conditions, market conditions, business conditions and other
factors. We cannot assure you that we will be able to raise
additional working capital to fund these anticipated deficits.
Further, there can be no assurance that even if such additional
capital is obtained or the planned cost reductions are
implemented, that we will achieve profitability or positive cash
flow. The Company's continued existence is dependent upon its
ability to raise capital and to market and sell our services
successfully. The financial statements do not include any
adjustments to reflect future effects on the recoverability and
classification of assets or amounts and classification of
liabilities that may result from the outcome of this
uncertainty."


WEIRTON STEEL: Wants Section 1114 Retirees' Committee Appointed
---------------------------------------------------------------
Wasting no time getting the ball rolling to negotiate
modifications to retiree benefits, Weirton Steel Corporation
asks Judge Friend to appoint a Committee of Retired Employees
pursuant to 11 U.S.C. Sec. 1114.

Prior to filing for chapter 11 protection, Weirton obtained the
consent from 64% of its Retirees to share healthcare benefit
costs.  While Weirton received significant support, it
wasn't sufficient to bind all Retirees to that new deal.

Wilbur Ross' International Steel Group, Inc.'s recent
acquisitions of substantially all of the assets of LTV Steel,
Acme Steel and Bethlehem Steel have name that new entity the
low-cost producer in the steel industry because ISG isn't
plagued by legacy healthcare costs.  National Steel and
Wheeling-Pittsburgh's operations won't be burdened by legacy
costs either. The only way Weirton sees that it can be
competitive is to cut its legacy healthcare costs.

Section 1114 of the bankruptcy code calls for appointment of a
formal Retirees' Committee to negotiate with a chapter 11 debtor
in good faith before unilateral retiree benefits are made.
Weirton wants to start those good faith negotiations now.

Weirton relates that it paid some $30.7 million in Retiree
Benefits to more than 20,000 Retired Employees or their
surviving spouses in 2002.  Unless trimmed, the cost will likely
increase to $31.2 million in 2003.  An actuarial exercise in
2002 pegged the present value of Weirton's future Retiree
Benefit costs at a whopping $356 million . . . right up there
with Weirton's $407 pension funding liability.

Mark E. Friedlander, Esq., at McGuireWoods LLP, explains that
the Sec. 1114 Committee will act as the authorized
representative for all retirees not represented by a labor
organization.  The Debtor suggests that the Court appoint a
five-member Committee including:

      1 participant in the Under 65 Point-of-Service Plan;
      1 participant in the Under 65 Medical Indemnity Plan;
      1 participant in the Over 65 Medicare Supplement plan;
      1 participant in the Over 65 Medicare Choice Plan; and
      1 additional member (perhaps a Union representative).

The Debtor points the Court to In re Ames Department Stores,
Inc., 1992 WL 272492 (S.D.N.Y. 1995); In re GF Corp., 996 F.2d
1215 (6th Cir. 1993); and Matter of Federated Department Stores,
Inc., 121 B.R. 332 (Bankr. S.D. Ohio 1990) for guidance about
how other bankruptcy courts have handled Sec. 1114 Committees.
(Weirton Bankruptcy News, Issue No. 1; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

Weirton Steel Corp.'s 11.375% bonds due 2004 (WRTL04USR1) are
trading at about 34 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WRTL04USR1
for real-time bond pricing.


WHEELING: Disclosure Statement is Approved; Confirmation June 18
----------------------------------------------------------------
Wheeling-Pittsburgh Corporation received approval from Federal
Bankruptcy Court to move forward and have its Plan of
Reorganization sent to creditors for their approval.

"[Tues]day's action by the Court is the next step in the process
for Wheeling- Pittsburgh to exit from bankruptcy," said James G.
Bradley, President and CEO. "We must now focus on ratifying the
new labor agreement with the United Steelworkers of America and
satisfying each and every condition required for the Emergency
Steel Loan Guarantees."

The Bankruptcy Court has set June 18, 2003 as the date for the
hearing to confirm the Plan of Reorganization.

Wheeling-Pittsburgh is the nation's seventh largest integrated
steelmaker.


WHEELING: Discloses Significant Creditor Agreements Under Plan
--------------------------------------------------------------
Wheeling-Pittsburgh Corporation's plan of reorganization
embodies four significant agreements with four significant
creditors:

      1. Danieli Modification and Assumption Agreement.

On or before the Effective Date, Wheeling-Pittsburgh Steel
Corp., and Danieli Corporation will enter into the Danieli
Modification and Assumption Agreement.  The Danieli Modification
and Assumption Agreement will modify a previous agreement
between Danieli and WPSC, dated July 6, 2000, by which WPSC
agreed to purchase from Danieli certain roll-changing equipment.
Under that agreement, WPSC currently owes $7,361,511.50 to
Danieli. Following the execution of the Danieli Modification and
Assumption Agreement, Reorganized WPSC will assume the agreement
as modified, and proceed with the capital project on a modified
schedule calling for implementation of the project in 2004.

In addition, Danieli will remove its mechanics lien on the
assets of WPSC and withdraw its proof of claim in these Chapter
11 cases.

Reorganized WPSC will, within 30 days of the Effective Date, pay
to Danieli the sum of $2,361,511.50. The balance of the amount
owed Danieli will be converted into secured term loans under the
New Term Loan Agreement. These loans will participate in that
portion of the New Term Loans which are not guaranteed by the
United States under the Steel Loan Guarantee Program.

In addition to the satisfaction of its outstanding obligations
to Danieli, Reorganized WPSC will pay Danieli the sum of
$2,575,511.03 (of which $96,042.49 shall be paid within 30 days
of the Effective Date) to complete the rollchanging project and
for rehabilitation, storage, and other costs of Danieli's.

      2. CBA Modification Agreement.

On or before the Effective Date, WPC, WPSC and the USWA will
enter into an agreement modifying the Modified Labor Agreement
to implement, without limitation, the "most favored nation"
provision. The CBA Modification Agreement will provide for
future pension arrangements with the USWA and further reductions
in costs.

      3. ODOD Loan Modification Agreement.

On or before the Effective Date, WPSC and the Ohio Department of
Development will enter into an agreement providing for partial
prepayment of the ODOD Loan and a two- year deferral of $5
million of the ODOD Loan at an interest rate of 3% per annum.

      4. WV Loan Modification Agreement.

On or before the Effective Date, WPSC and the West Virginia
Development Office will enter into an agreement providing for a
three-year deferral of the amounts due under the WV Loan at an
interest rate of 3% per annum. (Wheeling-Pittsburgh Bankruptcy
News, Issue No. 39; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


WILLIAMS: Prices Junior Subordinated Convertible Notes Offering
---------------------------------------------------------------
Williams (NYSE: WMB) has priced its previously announced
offering of junior subordinated convertible notes to certain
qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933.

The company will issue $275 million face amount of 5.5 percent
convertible notes due 2033 (plus an option to the initial
purchaser of the notes to acquire an additional $25 million
aggregate principal amount of the notes). These notes, which are
not callable by the company for seven years, are convertible at
the option of the holder into Williams common stock at a
conversion price of $10.89 per share. The conversion price
represents a 46 percent premium over the New York Stock Exchange
closing price of $7.46 for Williams common shares on May 20. The
transaction is subject to market and other conditions.

Williams intends to use the net proceeds from the offering to
fund its previously announced repurchase of the convertible
preferred stock currently held by a subsidiary of MidAmerican
Energy Holdings Company.

The convertible notes being sold to certain institutional
investors have not been registered under the Securities Act of
1933 and may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.

Williams, through its subsidiaries, primarily finds, produces,
gathers, processes and transports natural gas. Williams' gas
wells, pipelines and midstream facilities are concentrated in
the Northwest, Rocky Mountains, Gulf Coast and Eastern Seaboard.

As reported in Troubled Company Reporter's May 6, 2003 edition,
The Williams Companies, Inc.'s senior unsecured debt rating was
upgraded to 'B+' from 'B-' by Fitch Ratings. In addition,
Fitch assigned a 'BB' rating to WMB's outstanding senior secured
debt obligations. The senior unsecured debt ratings of WMB's
three pipeline issuing subsidiaries, Transcontinental Gas Pipe
Line Corp., Northwest Pipeline Corp., and Texas Gas Transmission
Corp. were upgraded to 'BB' from 'BB-'. The ratings for WMB,
TGPL, and NWP were removed from Rating Watch Evolving. The
Rating Outlook is Stable. TGT's rating remains on Rating Watch
Positive pending completion of the sale of TGT to Loews Corp.
(senior unsecured rated 'A' by Fitch, Rating Outlook Negative).

The rating action reflects WMB's improved financial flexibility
including its strengthened liquidity position and reduced
ongoing debt refinancing risk. Cash and available liquidity is
expected to exceed $2 billion at year-end 2003 after taking into
account scheduled debt maturities, pending asset sales, and
planned subsidiary financings. Additional asset sales could
provide further upside to WMB's liquidity profile. In addition,
the company has demonstrated an ability to access the debt
capital markets at the subsidiary level evidenced by the March
2003 issuance of senior unsecured notes at NWP. The stable
outlook incorporates Fitch's expectation that WMB will be able
to restructure or extend its upcoming secured debt maturities
including a $900 million reserved based financing at Williams
Production RMT Co and $400 million corporate letter of credit
facility maturing in July 2003.

The two notch separation in ratings between WMB's senior secured
and senior unsecured debt reflects the enhanced structural
position of secured creditors and Fitch's evaluation of the
underlying collateral package. There is currently $553 million
of secured debt outstanding at the WMB corporate level including
$400 million of secured bank debt and letters of credit and
approximately $153 million of notes and debentures which were
equally and ratably secured with WMB's bank credit facility in
accordance with the indentures governing those securities.


WIND RIVER: First-Quarter Results Stay Within Expected Range
------------------------------------------------------------
Wind River Systems, Inc. (Nasdaq:WIND), the worldwide market
leader in embedded software and services, reported its first
quarter fiscal 2004 operating results. Total revenues for the
first quarter ended April 30, 2003 were $48.5 million, a 20%
decrease compared to revenues of $60.9 million in the fourth
quarter of fiscal 2003, and a 27% decrease compared to revenues
of $66.4 million in the first quarter of fiscal 2003.

"We made solid progress against our strategic initiatives in the
first quarter. Our WIND RIVER PLATFORM products and new
licensing model continued to gain traction. At the same time, we
significantly reduced our cost structure with a focus on
returning the company to profitability," stated Tom St. Dennis,
president and chief executive officer.

In accordance with generally accepted accounting principles
(GAAP), first quarter fiscal 2004 net loss was $10.8 million,
compared to a net loss of $18.0 million for the first quarter of
fiscal 2003. GAAP net loss per share was $0.14 for the first
quarter of fiscal 2004, compared to a net loss of $0.23 per
share for the first quarter of fiscal 2003. Guidance given
entering the quarter was for a GAAP loss per share of $0.12 to
$0.17.

Pro forma net loss for the first quarter of fiscal 2004 was $9.3
million, or a net loss of $0.12 per share, compared to a net
loss of $9.8 million, or a net loss of $0.12 per share, reported
for the first fiscal quarter of 2003.

Wind River provides pro forma data as a useful alternative for
understanding the company's operating results and ongoing
business trends. Pro forma data is not in accordance with, or an
alternative for, GAAP and may be materially different from pro
forma measures used by other companies. Pro forma net loss for
the three months ended April 30, 2003 and 2002 was computed by
adjusting GAAP net loss to exclude amortization of purchased
intangibles and gain on sale of assets and assuming that a tax
benefit from losses will be realized for the three months ending
April 30, 2002. Wind River provides a reconciliation of its GAAP
and pro forma net loss for the three-month periods ended April
30, 2003 and 2002 on page four of this release.

Additionally, the company announced that Steve Kennedy, Group
Vice President of Worldwide Sales and Marketing, has notified
the company that he will be leaving Wind River effective
June 30, 2003. The company will begin a search for Mr. Kennedy's
replacement immediately.

Other Financial Highlights

-- Cash flow from operations was positive $2.7 million for the
    quarter, excluding cash outflows of $12.5 million associated
    with restructuring activities.

-- Cash and cash equivalents and total investments, including
    restricted cash, were $257.1 million at the end of the first
    quarter FY2004 as compared to $284.9 million at the end of
    January 31, 2003.

-- Days Sales Outstanding (DSOs) in accounts receivable at the
    end of the first quarter FY2004 were 64 days.

"We generated positive cash flow from operations and a loss per
share within our expected range for the quarter due largely to
the impact of cost control measures and strong collections
associated with revenue from the fourth quarter," stated Michael
Zellner, chief financial officer. "Although the cost control
measures and reduction-in-force made for a more challenging
quarter, I believe we are now well aligned to deliver against
our commitment of positive operating cash flow for the year."

                WIND RIVER PLATFORMS Update

Last November, Wind River announced WIND RIVER PLATFORMS, the
industry's first integrated embedded platforms. WIND RIVER
PLATFORMS are designed to allow customers to improve development
efficiencies, accelerate time-to-market and enhance product
reliability. Wind River also introduced a new subscription based
licensing model designed to encourage customers to approach
embedded software development with an enterprise-wide focus,
gain control of development costs and speed time to
profitability.

Also, the company delivered against its previously stated
objective of ending the first quarter with more than 1,000
enterprise license seats booked to date. Early adopters include
BAE Systems, Fluke Networks Corporation, Huawei Technologies,
Hughes Network Systems, Lucent Technologies, Motorola, Pace
Micro Technology, Qualcomm, Raytheon, Samsung, Sanyo and Sony
among others.

"WIND RIVER PLATFORMS and our enterprise licensing model are
helping Wind River extend its leadership position as a strategic
partner for our customers. We have seen a positive trend in our
new development seat business since introducing the first ever
integrated embedded platforms and our simplified licensing model
six months ago," stated Tom St. Dennis.

                        Outlook and Goals

Wind River is now providing more details regarding the Q2 FY
2004 outlook:

Second Quarter Outlook:

-- Wind River expects revenue for Q2 FY 2004 to be flat to down
    5% as compared to Q1.

-- The company expects to add at least 850 additional enterprise
    license seats in the second quarter.

-- GAAP net loss per share for Q2 FY 2004 is expected to be
    approximately 14 cents to 17 cents per share.

-- Days Sales Outstanding (DSO) is expected to be approximately
    60-70 days in Q2 FY 2004.

-- At the low end of eps guidance, the company expects negative
    cash flow from operations could be as much as $7 million for
    the second quarter.

Fiscal Year Goals:

-- Deliver positive cash flow from continuing operations for FY
    2004.

-- Grow total active users by over 10% by end of year as
    compared to end of FY 2003.

Wind River is the worldwide leader in embedded software and
services. The company provides market-specific embedded
platforms that integrate real-time operating systems,
development tools and technologies. Wind River's products and
professional services are used in multiple markets including
aerospace and defense, automotive, digital consumer, industrial,
and network infrastructure. Wind River provides high-integrity
technology and expertise that enables its customers to create
superior products more efficiently. Companies from around the
world turn to Wind River to create the most reliable products
and to accelerate their time-to-market.

Founded in 1981, Wind River is headquartered in Alameda,
California, with operations worldwide. To learn more, visit Wind
River at http://www.windriver.com

As previously reported, Standard & Poor's revised its outlook on
Wind River Systems Inc. to negative from stable. The outlook
revision reflected Standard & Poor's view that deteriorating
customer spending on software development projects, particularly
among the company's communications customers, is likely to
pressure profitability and cash flow over the near term.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit and 'B-' subordinated ratings on the Alameda, California-
based developer of software operating systems and development
tools.


WORLDCOM: Shareholders Organize Boycott of Products and Services
----------------------------------------------------------------
An independent group of WorldCom Inc., (OTC Pink Sheets: WCOEQ,
MCWEQ), stockholders is organizing a boycott of WorldCom/MCI
products and services.

"The current bankruptcy reorganization plan, which gives the
company to the bondholders and leaves the stockholders with
nothing, is unnecessarily harsh," said Neal Nelson, the
committee's spokesperson. "An alternative plan with 50% debt
reduction and 50% equity dilution is possible and would be more
fair to all."

"The big money boys have taken control in the bankruptcy court
but individual consumers have the last word through their power
in the marketplace," added Nelson.

The stockholder group has conducted a straw poll through their
web site, and has recorded substantial support for protest
cancellations and a boycott of this type.

Any individual that wants to send a message, that they feel the
bankruptcy system is being used by big money interests to steal
companies like WorldCom from individual stockholders, can
indicate their disgust, and their intention to boycott MCI if
the current plan is approved, by sending an email to:
cancel.mci@nna.com

More information about the threatened boycott can be found on
the group's Web site at http://www.wcom-iso.com

The Web site is sponsored by an independent group of WorldCom
stockholders. The group was formed to promote the interests of
the stockholders during the company's current reorganization.

Stockholders that are interested in the group, but do not have
access to the World Wide Web, may contact the committee
spokesperson directly at:

           Neal Nelson, Spokesperson
           302 East Main Street
           East Dundee, IL 60118-1324
           Email: neal@nna.com
           Phone: 847 - 851 - 8900
           Fax: 847 - 851 - 8901

This stockholder group is totally independent and is not
sponsored by, associated with or endorsed by WorldCom, Inc., any
of its officers or affiliated companies.


WORLDCOM INC: Boycott Founder Lashes at Settlement Plan with SEC
----------------------------------------------------------------
Mitch Marcus, founder of BoycottMCI.com, issued this statement:

"The settlement plan outlined today between the Securities and
Exchange Commission (SEC) and WorldCom/MCI is another in a
series of slap-on-the-wrist actions by the Commission when it
comes to the company responsible for the largest accounting
scandal in U.S. history. The effective $500 million fine is the
equivalent of about one week of revenue for WorldCom/MCI -- an
insignificant amount by any standard. Just as the restitution
fund set up by the SEC in the wake of the analyst scandal was
pitifully small and unlikely to make any investor whole, so too
is this settlement unlikely to provide solace to the tens of
thousands of stock investors, mutual fund shareholders and
pensioners who were taken to the cleaners by the fraud at
WorldCom.

"The SEC had the opportunity here to recommend that WorldCom/MCI
be liquidated through Chapter 7, as opposed to smoothly running
the gauntlet via Chapter 11, and/or recommend that the
Department of Justice commence criminal proceedings. The SEC
dropped the ball and forced state Attorneys General to step in
and take the tough, no-nonsense steps that the federal
government should have taken in the first place. We saw it first
with the analyst scandal and it's the same inaction at the
Commission when it comes to WorldCom/MCI.

"Nonetheless, the settlement sends a very strong message to the
General Services Administration. If the GSA debarred Arthur
Andersen (fined just $7 million by the SEC), there should be no
doubt but that the GSA should cut off WorldCom/MCI from the
federal contracting gravy train. WorldCom/MCI is manifestly
unfit to continue as a company and, at an absolute minimum,
there is no reason why U.S. taxpayers should be the disgraced
firm's No. 1 customer. In fact, there are today 500 million new
reasons why the GSA and all the consumers should boycott
WorldCom/MCI."

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


WORLDCOM INC: NLPC Calls on Congress to Close MCI Tax Loopholes
---------------------------------------------------------------
The National Legal and Policy Center issued this statement in
response to the settlement WorldCom (now called MCI) reached
with the Securities and Exchange Commission Monday. The
settlement called for a $1.5 billion fine which will be reduced
to $500 million because of the company's Chapter 11 bankruptcy
status.

NLPC Chairman Kenneth Boehm stated, "It is important to
highlight that MCI's use of tax loopholes will likely allow it
to pay this fine effectively with taxpayer dollars. A May 12,
2003 commentary in Business Week exposed a loophole MCI is
attempting to exploit that could keep the company from paying
$2.5 billion in taxes to the IRS. The Business Week commentary
rightly calls the loophole a perverse tactic."

Senator Rick Santorum (R-Pennsylvania) has drafted an amendment
that would close this loophole and rightly keep MCI from
exploiting taxpayers the way that it exploited shareholders and
employees. The company falsified its books by $11 billion,
resulting in the largest accounting scandal in U.S. history and
wiping out nearly $180 billion in shareholder wealth.

NLPC urges Congressional leadership to make sure that the
Santorum amendment is part of the final tax package passed by
Congress.

Headquartered near Washington, DC, NLPC -- http://www.nlpc.org
-- is a foundation supporting ethics and accountability in
government.


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

Issuer               Coupon   Maturity  Bid - Ask  Weekly change
------               ------   --------  ---------  -------------
Federal-Mogul         7.5%    due 2004  17.0 - 18.0      +2.0
Finova Group          7.5%    due 2009  40.5 - 41.5      +1.0
Freeport-McMoran      7.5%    due 2006  103  - 104        0.0
Global Crossing Hldgs 9.5%    due 2009   5.0 - 5.5       +1.5
Globalstar            11.375% due 2004  2.75 - 3.75      +1.0
Lucent Technologies   6.45%   due 2029  71.0 - 72.0      -1.0
Polaroid Corporation  6.75%   due 2002   7.0 - 8.0       +1.0
Terra Industries      10.5%   due 2005  92.0 - 94.0       0.0
Westpoint Stevens     7.875%  due 2005  19.0 - 20.0      +1.0
Xerox Corporation     8.0%    due 2027  84.0 - 86.0      -1.0

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.

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