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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

             Tuesday, June 17, 2003, Vol. 7, No. 118

                          Headlines

ABITIBI-CONSOLIDATED: Commences $500 Million Public Debt Offers
ACTERNA CORP: Committee Balks at Piper Jaffray's Engagement
ACTION REDI-MIX: Section 341(a) Meeting to Convene on July 2
ADF GROUP: Violates Financial Covenants Under Credit Agreement
AIR CANADA: CAW Local 2002 Members Ratify Tentative Agreement

AIR CANADA: Bank of Nova Scotia Wants Company to Perform Duties
AMERICAN AIRLINES: Settles Suit Filed against FareChase Inc.
AMES: Gets Blessing to Consummate Transaction with Giant Eagle
ANC RENTAL: Wants to Further Extend MBIA Notes to August 31
AQUA VIE BEVERAGE: SEC Lifts Equity Trading Suspension

ARMSTRONG: Maertin Plaintiffs Settles All PCB-Related Suits
ASPEN: Sues Ex-Director Briscoe for Breach of Fiduciary Duty
AZCO MINING: Files Application with SEC to Withdraw AMEX Listing
B/E AEROSPACE: Will Webcast Live June 19 Shareholders' Meeting
BRIDGE INFO: Court Further Approves Insurance Advance Payments

BROADWING INC: Sells Broadband Assets to C III Communications
BROADWING INC: C III Comms. Confirms Asset Acquisition for $108M
BUDGET GROUP: U.S. Trustee Balks at Miller Ellin's Engagement
BURLINGTON IND.: Lease Decision Period Extended to May 15, 2004
CABLE SATISFACTION: Wins Financing Commitment from Capital Comms

CALYPTE BIOMEDICAL: Changes Trading Symbol to CYPT from CYPTV
CBR BREWING: March Quarter Net Loss Balloons to over $20 Million
CENDANT MORTGAGE: Fitch Affirms Class B5, B6 Ratings at B/B-
CONSECO FINANCE: GECC Wants to Amend or Clarify Stipulation
CONSECO INC: All Creditors, Except TOPrs Holders, Support Plan

CONSECO INC: Resolves Dispute with Donald Trump over GM Building
CONSECO INC: State Street and HSBC USA File Proofs of Claim
CORRECTIONS CORP: Mulls Consolidation of Two Oklahoma Prisons
CREST 2002-IG: Fitch Affirms BB Class D Term Notes' Rating
CROSS MEDIA: Case Summary & Largest Unsecured Creditors

ENRON: Duke Energy Sues Debtors Seeking Declaratory Judgment
ENRON: Green Power's Case Summary & 3 Largest Unsec. Creditors
ENRON: TLS Investors' Voluntary Chapter 11 Case Summary
EXIDE: Wants Additional Time to Make Lease-Related Decisions
FASTNET CORPORATION: 20 Largest Unsecured Creditors

FLEMING COMPANIES: Exploring Key Strategic Initiatives
FLEMING COMPANIES: Hiring Rider Bennett as Special Labor Counsel
FORMICA CORP: Cerberus & Oaktree Propose $175 Mill. Investment
FRIEDE GOLDMAN: Files Chapter 11 Plan and Disclosure Statement
GREENWICH CAPITAL: S&P Rates 6 Note Classes at Low-B Levels

INTERNATIONAL PAPER: Appoints Newland Lesko as Exec. Vice-Pres.
INTERTAPE POLYMER: Cease Trade Order Lifted & Trading Resumes
IPSCO INC: Prices Proposed Private Placement of Senior Notes
ISLE OF CAPRI: Will Publish Fiscal Fourth Quarter Results Thurs.
KAISER ALUMINUM: Seeks Nod for Fifth Amendment to DIP Financing

LARRY'S STANDARD BRAND: UST Names Official Creditors' Committee
LEAR CORP: Stays On Track to Meet or Exceed Q3 Earning Guidance
MARYLEBONE ROAD: S&P Puts BB- Class A-3 Rating on Watch Negative
MDC CORP: Intends to Acquire Up to $5MM of 7% Conv. Debentures
MCSI: US Trustee Sets Sec. 341(a) Creditors Meeting for June 25

MESA AIR GROUP: Inks LOI for Sale & Management of $85M Inventory
NAMIBIAN MINERALS: Won't Resume Operations Due to Lack of Funds
NATIONAL CENTURY: NPF X Selling Dickenson Hospital for $1.7 Mil.
NII HOLDINGS: Hires PricewaterhouseCoopers to Replace Deloitte
NRG ENERGY: Look for Schedules and Statement by June 30, 2003

OAKWOOD HOMES: Fitch Takes Action on 6 Classes of Series 2000-D
OMNICARE INC: Completes Several Financing Transactions
ORIGEN FINANCIAL: Fitch Hatchets Class B-1 Note to BB from BBB
OXFORD INDUSTRIES: Acquires Viewpoint Int'l and Tommy Bahama
PAMECO CORP: UST Schedules First Creditors' Meeting for July 29

PARK PLACE: Names Donna Graham President of Atlantic City Hilton
PHILIP SERVICES: Has Until July 14, 2003 to File Schedules
PRECISE IMPORTS: Wants to Use Up To $300,000 of Cash Collateral
RIBAPHARM INC: ICN Extends Tender Offer for Shares Until July 22
RITE AID: Annual Shareholders' Meeting to Convene on June 25

SAFETY-KLEEN CORP: Avoidance Actions Preserved Until October 3
SLATER STEEL: Look for Fiscal 2002 Financial Reports Tomorrow
SLATER STEEL: Secures Nod to Pay Critical Vendors' Claims
SWTV PRODUCTION: Hires DeConcini McDonald as Bankruptcy Counsel
SWTV PRODUCTION: 20 Largest Unsecured Creditors

TENERA INC: Robert McKay Resigns as CEO, President and Director
TRITON PCS: Settles and Closes 8-1/2% Senior Debt Offering
UNIFAB INTERNATIONAL: Shareholders' Meeting Slated for July 10
UNITED AIRLINES: Will be Adding 54 Flights to July Schedule
UNITED AIRLINES: Bank One Seeks Relief to Make O'Hare Payments

USG CORP: Seeks Court Approval for Intercompany Tolling Pact
WACKENHUT CORRECTIONS: Selling UK JV Interest to Serco for $80MM
WARNACO GROUP: Asks Court for Final Decree Closing All Cases
WEIRTON STEEL: Court Approves $225M DIP Financing on Final Basis
WEIRTON STEEL: U.S. Trustee Amends Official Creditors' Committee

WESTERN WIRELESS: Purchasers Exercise Option to Buy More Notes
WESTPOINT STEVENS: Court OKs Weil Gotshal as Bankruptcy Counsel
WORLDCOM INC: Gets Nod to Pay $500K DGX Deutsche Break-Up Fee
WORTH MEDIA: Wants to Sell Assets to Curtco Publishing for $2.4M

* Large Companies with Insolvent Balance Sheets

                          *********

ABITIBI-CONSOLIDATED: Commences $500 Million Public Debt Offers
---------------------------------------------------------------
Abitibi-Consolidated Inc., announced a global public offering of
US$150 million 5.25% notes due 2008 and US$350 million 6% notes
due 2013. The Notes are issued by Abitibi-Consolidated Company of
Canada, and are unconditionally guaranteed by Abitibi-Consolidated
Inc.  The closing of the transaction is scheduled for June 18,
2003, subject to customary conditions.

The net proceeds from the offering will be used to reduce
outstanding debt under existing credit facilities. The total debt
of the Company will remain at the same level once this offering is
completed.

In connection with this offering, the Company and its lenders have
agreed to reset the maturity dates for the Company's $500 million
364-day and $300 million multi-year revolving credit facilities to
June 30, 2005, from December 17, 2003, and December 30, 2005
respectively. The revolving credit facilities will have
substantially the same terms and conditions as in the prior
agreement, except for certain amendments, providing the Company
with increased financial flexibility. These amendments will be
effective upon completion of this offering. They include a net
funded debt to capitalization ratio and an interest coverage
ratio. The interest coverage ratio is essentially EBITDA to net
interest charges on a trailing 12-month basis.

                           Covenants

    Debt to Equity Ratio
           Net Funded Debt to Total Capitalization    70% or lower

    Interest Coverage Ratio

           Time Period                     Interest Coverage Ratio
           -----------                     -----------------------
           Q2, 2003                             1.25x or more
           Q3 and Q4, 2003                      1.00x or more
           Q1 and Q2, 2004                      1.25x or more
           Q3 and Q4, 2004                      1.50x or more
           2005                                 2.00x or more

The Notes are being underwritten by a syndicate led by Citigroup
as lead book runner and Banc of America Securities LLC as joint
book runner. The prospectus and prospectus supplement relating to
the Notes may be obtained from Citigroup's prospectus department,
located at 140 58th Street, Brooklyn, NY, 11220.

The Notes will be sold in the United States pursuant to a shelf
registration statement declared effective by the U.S. Securities
and Exchange Commission. The Notes are not qualified for sale in
Canada or any other jurisdiction and may not be offered, sold or
delivered in any such jurisdiction except in compliance with
applicable laws.

Abitibi-Consolidated is a global leader in newsprint, uncoated
groundwood papers and lumber. We are a team of 16,000 people
supplying newspapers, publishers, commercial printers, retailers,
cataloguers and builders in more than 70 countries from 27 paper
mills, 21 sawmills, 3 remanufacturing facilities and 1 engineering
wood facility in Canada, the U.S., the U.K., South Korea, China
and Thailand. We also operate 10 recycling centers.

In November 2002, Moody's cut its rating on the Company's
outstanding debentures to Ba1.  Abitibi is also party to a
C$541,875,000 credit facility arranged by Citicorp, Scotiabank and
CIBC maturing on December 18, 2003.


ACTERNA CORP: Committee Balks at Piper Jaffray's Engagement
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of Acterna Corp.,
and debtor-affiliates asks the Court to deny the Debtors'
application to employ Piper Jaffray Inc., as their exclusive
investment bankers and financial advisor in connection with the
sale of 20% or more of the capital stock or assets of da Vinci
Corporation for these reasons:

(a) The services that Piper Jaffray has been retained to perform
     before the Petition Date and that the Debtors want to
     continue are duplicative and overlapping in that Piper
     Jaffray purports to be providing the Debtors with financial
     advisory services, like the negotiating and structuring of
     the financial aspects of transactions.  The successful
     performance of this service would likely require, at the very
     least, a global analysis of the financial strengths,
     weaknesses and strategies of all of the Debtors' businesses
     by Piper Jaffray;

(b) With duties as overlapping as those proposed in the
     Prepetition Engagement Letters, it would be virtually
     impossible to identify how Piper Jaffray efforts proximately
     triggered the various success-based clauses.  Furthermore,
     the Application does not define how Piper Jaffray will
     perform the services it was retained to perform without
     duplicating or conflicting with the efforts of the other
     restructuring professionals; and

(c) Most significantly, the proposed fees for Piper Jaffray
     reflect the Debtors' intent to shower rich bonuses on those
     who deliver them to the DIP Lenders, while financially
     strangling those with a fiduciary duty to monitor, evaluate
     and make recommendations on any proposed transactions.

Andrew B. Eckstein, Esq., at Blank Rome LLP, in New York, asserts
that the Debtors' interests and that of the various creditor
constituencies involved in these cases would be better served by a
more economical use of the various success-based fees, and a clear
definition of the specific services to be performed and the
specific rewards to be received by Piper Jaffray. (Acterna
Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


ACTION REDI-MIX: Section 341(a) Meeting to Convene on July 2
------------------------------------------------------------
The United States Trustee will convene a meeting of Action
Redi-Mix Corp.'s creditors on July 2, 2003, 2:00 p.m., at the
United States Bankruptcy Court for the Southern District of New
York, 300 Quarropas Street, Room 243A, White Plains, NY 10601.
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.

Action Redi-Mix Corp., a cement plant company, filed for chapter
11 protection on June 4, 2003 (Bankr. S.D.N.Y. Case No. 03-22994).
Jonathan S. Pasternak, Esq., at Rattet & Pasternak, LLP represents
the Debtor in its restructuring efforts.  As of November 30, 2002,
the Debtor lists total assets of $4,221,942 and total debts of
$9,803,273.


ADF GROUP: Violates Financial Covenants Under Credit Agreement
--------------------------------------------------------------
For the fiscal year ended January 31, 2003, ADF GROUP INC. (ticker
symbol DRX/TSX) recorded a net loss of $129.5 million, as opposed
to a net profit of $25.3 million the previous year. A significant
portion of this loss (the equivalent of $101.1 million before
taxes) had no impact on the year's operating cash flows as it came
from the revaluation of profits generated on certain contracts due
to the upward revision of estimated costs to complete contracts,
the non-realization of estimated revenues and provisions for
contracts in progress, accounts receivable and other assets. Among
other things, major revisions to costs and revenues estimates were
made with respect to the Lions Stadium project in Detroit, as well
as to the Columbus Center and the Brooklyn Queens Expressway
contracts in New York City.

Contract revenues totaled $307.0 million, compared with $510.2
million the previous year, a decrease of $203.2 million or 39.8%.
In the United States, the Company's major market, contract
revenues declined from $406 million to $280 million, while in
Canada, they amounted to $27 million versus $104 million a year
earlier. The decrease in revenues is attributable to the important
slowdown in non-residential construction activity in North
America, especially in the Northeastern United States. In
addition, changes in the criteria used for the recognition of
revenues, the downward revision of estimated revenues and the
higher costs of certain contracts affected revenues.

Selling and administrative expenses totaled $34.1 million, up from
$18.5 million in 2002. This increase was due primarily to the
recognition, in the fourth quarter, of a $8.1 million provision
for accounts receivable and a $5.4 million provision for a note
receivable from a subcontractor, to $1.5 million in restructuring
costs related to the restructuring carried out since the fall of
2002, and to the writeoff of deferred financing expenses of $1.0
million. Without these special charges, selling and administrative
expenses amounted to $18.1 million, down 2.1% from the previous
year. Excluding the March 2002 acquisition of Owen Steel, selling
and administrative expenses were down by $5.2 million or 28.1% as
a result of the Company's major cost-reduction measures undertaken
since the fall of 2002.

Depreciation and amortization of capital assets grew by $1.9
million or 31.7%, due mainly to the acquisition of Owen Steel.
Financial expenses increased by $1.6 million or 19.5%, due mostly
to the financing of this acquisition. It should be noted that the
costs associated with the higher debt were partially offset by
lower interest rates.

During the year, the Company set up a currency risk hedging
program that helped reduce the impact of the increase in the
Canadian dollar in relation to the U.S. currency.

            Principal Cash Flows and Financial Position

During fiscal 2003, operating activities generated cash flows of
$17.5 million versus a cash outflow of $51.6 million in 2002.
Changes in non- cash working capital items yielded cash and cash
equivalents of $44.0 million, whereas they had used cash flows of
$84.9 million the prior year. This turnaround, which was achieved
in the second half of the fiscal year, is partly attributable to a
more rigorous collection of accounts receivable, as well as the
collection of $12.7 million following the settlement of a
litigation on the Universal CityWalk project in Orlando, Florida.
This litigation, which dated back to 1998, related to the
additional costs incurred by ADF due to an excessive number of
modifications made during the execution of the project.

Combined with some $11.5 million in provisions for bad debts, the
implementation of more rigorous receivables monitoring and
collection criteria and the decline in business, these factors
contributed to reduce total accounts receivable and short-term
holdbacks on contracts from $130.7 million as at January 31, 2002,
to $93.9 million by the same date in 2003. The value of contracts
in progress went from $134.2 million to $21.0 million, due to non-
cash expenses of $67.5 million recorded in the third and fourth
quarters, the transfer to long-term assets of about $33.6 million
in supplementary costs (net of recorded losses and provisions)
associated with the Lions Stadium contract in Detroit, for which
the client has decided to avail itself of the arbitration
procedure).

Investing activities used cash flows of $35.3 million, primarily
to acquire, as at March 27, 2002, the operating assets of Owen
Steel Company at a cost of $32.4 million. The Company contracted
$49.6 million in new bank loans, including $39.6 million for the
acquisition of Owen Steel. Bank indebtedness was reduced by $30.2
million, including $16.7 million on the loan relating to the
acquisition of Owen Steel, while long-term debt was lowered by
$13.0 million.

Total net debt rose from $110.7 million as at January 31, 2002, to
$131.5 million as at January 31, 2003. It should be noted that the
Company reduced its total net debt level in the second half of the
last fiscal year, by some $33.9 million since July 31, 2002,
largely by reducing its working capital. The Company has further
reduced its debt since the end of the year. Total net debt
amounted to $107.9 million as at May 31, 2003, having been reduced
by $23.6 million compared with January 31, 2003, due mainly to a
tax recovery of $25.0 million and an increase of the Canadian
currency which lowered the value of the debt denominated in U.S.
dollars, while cash decreased by $10.0 million.

At January 31, 2003, the Company's balance sheet shows that its
total current liabilities exceeded its total current assets by
about $40 million, while total shareholders' equity further
dwindled to about $70 million from about $200 million a year ago.

As at January 31, 2003, ADF was not in compliance with certain
financial covenants required by its lenders, with the result that
its long-term debt was reclassified as a current liability. The
Company is currently negotiating with its financial partners to
restructure part of its secured debt and hopes, as part of the
negotiation process, to shortly conclude agreements that will give
it the latitude needed to carry on its restructuring and position
itself for an eventual market recovery.

               Outlook and Priorities for Fiscal 2004

Considering the economic uncertainty, ADF Group's management
remains cautious about the outlook for fiscal 2003-2004. "Over the
short term, demand will remain weak in the United States,
especially in the office tower and airport segments, although the
market outlook is somewhat more favorable in Canada, particularly
in the energy sector, public infrastructures and aluminum smelters
in Quebec," indicated Pierre Paschini, President and Chief
Operating Officer. "As the growth of our order backlog and sales
depends on the economy -- which is unfortunately beyond our
control -- we foresee another difficult year in terms of activity
level. Our backlog of signed orders amounted to $209 million as at
January 31, 2003, and to about $120 million as at May 31, 2003.
However, we have more than $450 million in projects at the bidding
stage. Over the longer term, the outlook remains positive in our
four main markets, namely the Northeastern, Midwestern and
Southeastern U.S., as well as Eastern Canada, where we will strive
to secure a balanced positioning in our various business sectors."

For his part, Jean Paschini, Chairman of the Board and Chief
Executive Officer, said that given this context, the Company's
short-term priority is to continue restructuring its business
model according to the current economic climate, so as to restore
operating profitability as rapidly as possible and to be in a
better position for a future market recovery. "In light of our
weak markets, we decided to extend the Company's restructuring
process, in order to create additional savings of several million
dollars (especially in fixed costs), improve our treasury,
strengthen our balance sheet, reinforce managerial and
departmental accountability and thereby make the Company more
competitive and efficient. Recovering the maximum of the
supplementary costs incurred in certain contracts, for which no
revenues were recognized so far, is another priority for fiscal
2003-2004. We will channel our efforts to collect, within six to
24 months, some of these unrecorded revenues. We will focus our
efforts to meet our core objective, which is to bring ADF Group
back to prosperity and continue to create value for our
shareholders, clients and employees," concluded the Chairman.

                       Restructuring Plan

To carry on its restructuring program, ADF has set up a Special
Executive Committee reporting directly to the Board of Directors.
This Committee's mandate is to proceed with an in-depth analysis
of the Company's asset base as well as its various systems and
operating practices, to determine the best alternatives in order
to make its recommendations to the Board, and to launch the
implementation process. To that end, the Committee is assisted by
external advisors whose services were recently retained by ADF.
Management's intends to present shareholders, at the Annual
Meeting scheduled for July 31, 2003, the broad outlines of the
restructuring plan as approved by the Board of Directors.


AIR CANADA: CAW Local 2002 Members Ratify Tentative Agreement
-------------------------------------------------------------
CAW Local 2002 members at the mainline carrier, Air Canada, have
ratified by 71% a tentative settlement negotiated under the heavy
shadow of the bankruptcy protection filing and creditors demanding
concessions from union members.

The CAW contract, while leaving current wages, health care
benefits and pensions intact, contained major changes in work
rules, reduced vacations and other monetary issues such as the
elimination of shift premiums.

In addition, approximately 800 members stand to lose their jobs in
the coming months.

The 71% vote "reflects a deep resignation by many of what faces us
- many will be losing a decent paying job and others will have to
return to working conditions that we fought hard to change decades
ago. For example, shift schedules will be far less flexible and
members will find it more difficult to have family time and
arrange child care," said Anne Davidson, president of Local 2002.

Total ballots cast were 4148 with 2966 voting yes. There are
approximately 7000 members.

Approximately 100 crew schedulers at the mainline ratified the
agreement by 92%.


AIR CANADA: Bank of Nova Scotia Wants Company to Perform Duties
---------------------------------------------------------------
The Bank of Nova Scotia finances Air Canada's fleet and provides
certain cash management services.  It is the agent on behalf of a
syndicate of unsecured lenders who are owed C$300,000,000 by Air
Canada.

In its capacity as agent for the R/T Syndicate, The Bank of Nova
Scotia seeks the Court's authority to operate the Applicants'
accounts in the ordinary course of business including, without
limitation, debiting the accounts with charge-backs and other
items pursuant to the Applicants' Cash Management System.  The
Bank wants Air Canada to continue to operate, maintain, insure,
inspect, service, repair and overhaul all aircraft, flight
simulators, engines and parts as well as all equipment and
facilities in accordance with airline industry standards.

The Bank of Nova Scotia also proposes that all amounts payable
postpetition as fees, charges and rent to any airport and air
navigation authority would give rise to a lien or right of seizure
or detention on any aircraft, if not paid by the Applicants.  The
Bank does not want the Applicants to enter into any contractual
arrangements out of the ordinary course of business or any
management retention arrangements without further Court order.

Alex MacFarlane, Esq., at McMillan Binch LLP, in Toronto, Ontario,
asserts that the proposal represents an appropriate balancing of
interests of the Applicants and its various stakeholders. (Air
Canada Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


AMERICAN AIRLINES: Settles Suit Filed against FareChase Inc.
------------------------------------------------------------
American Airlines and FareChase, Inc., a New York-based travel
software company, announced a settlement of the lawsuit the
carrier filed last year in connection with FareChase's access to
American's AA.com(R) Web site.

Under the terms of the agreement, American will license
FareChase's "MarketView" software.  American will also grant
FareChase special access to AA.com for purposes of mutual benefit
to both companies, including the ability to access the AA.com Web
site in connection with American's EveryFare(SM) program.

FareChase has agreed to withdraw the appeal it had filed following
the issuance of a temporary injunction in March.  In exchange for
American's consent allowing special access to AA.com, FareChase
has agreed to abide by the terms of the temporary injunction on a
permanent basis.  Further details of the settlement are
confidential.

"We are pleased to put this disagreement behind us and eager to
build a constructive and mutually beneficial relationship with the
FareChase team," said Craig Kreeger, vice president-Passenger
Sales.

"Our agreement with American is based upon our common commitment
to improving distribution efficiency.  We are pleased that
American has chosen to license our 'MarketView' software as part
of that effort," said Trey Urbahn, FareChase CEO.

"We are especially pleased that American also is implementing our
Web Automation technology as a component of its innovative
EveryFare distribution strategy," added Urbahn.

American Airlines is the world's largest carrier.  American,
American Eagle and the AmericanConnection regional carriers serve
nearly 275 cities in 50 countries and territories with
approximately 4,300 daily flights.  The combined network fleet
numbers more than 1,100 aircraft.  American's award-winning Web
site, AA.com, provides users with easy access to check and book
fares, plus personalized news, information and travel offers.
American Airlines is a founding member of the oneworld Alliance.

FareChase, Inc. is the leading provider of search engine
technology for the travel enterprise.  Established in 2000, the
management team consists of Lior Delgo, President and co-founder;
Trey Urbahn, Chief Executive Officer, and Ofer Shaked, CTO and co-
founder.  The Chairman of the Board is Motti Kirschenbaum,
developer of the High Tech Center, Ben Gurion Airport, Israel.
Other Board members: Bill Burgess, Managing Director, DB
Capital/Deutsche Bank; Hanan Gilutz, co-founder of Orbotech, Ltd.,
Alex Wilmerding, Principal, Boston Capital Ventures.  Please visit
http://www.farechase.comfor a travel enterprise demonstration.

As previously reported in Troubled Company Reporter, even with
previously announced Modified Labor Agreements, the savings from
Management Reductions and the Vendor Agreements, the Company warns
that it may nonetheless need to initiate a filing under Chapter 11
of the U.S. Bankruptcy Code because its financial condition will
remain weak and its prospects uncertain.  Among other things, the
Company faces further risks from the continued weakness of the U.
S. economy; the residual effects of the war in Iraq; the fear of
another terrorist attack; the SARS (Severe Acute Respiratory
Syndrome) outbreak; the inability of the Company to satisfy the
liquidity requirements or other covenants in certain of its credit
arrangements; or the inability of the Company to access the
capital markets for additional financing.

American Airlines' 11.110% bonds due 2005 (AMR05USR30) are trading
at about 35 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AMR05USR30for
real-time bond pricing.


AMES: Gets Blessing to Consummate Transaction with Giant Eagle
--------------------------------------------------------------
While phrased as a request only for adequate assurance of the
ability to pay rent, Stephen M. Baldini, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in New York, contends that Allegheny
Business Trust's real intention is to have the assumption and
assignment approved at the higher rent of $23,543 a month in
accordance to a supplemental lease Allegheny entered with the
Debtors in 1971.  Mr. Baldini informs the Court that the
Supplemental Lease was terminated in 1997 and has no effect.

"Giant Eagle's offer to purchase and assume the lease . . . is
based on the fact that the rental under the lease is $5,000 a
month.  Giant Eagle will not purchase and assume the Lease at this
price if the rental is a higher figure, and Giant Eagle has no
offer before the Court to do so," Mr. Baldini says.

Among other things, the Supplemental Lease contained an obligation
by the tenant to pay $18,500 as additional rent per month, above
and beyond the rent provided for in the original lease.

Mr. Baldini further argues that Allegheny is not entitled to the
adequate assurance that it demanded as a condition of the lease
assumption under Section 365(b) of the Bankruptcy Code.  Mr.
Baldini explains that the adequate assurance that percentage rent
will not "decline substantially" is a condition of the assumption
only where the lease is for property located in a shopping center
and where the landlord has other leases and other tenants to
consider.  However, the Harmar Store Lease is a single lease that
covers 12 acres of land containing one large box building and one
out-parcel, the NC Bank building.  It is not a shopping center.
Allegheny has no other leases with any other tenants in the
property who are impacted by the assumption; the Debtors were the
master leaseholder and developer for the entire multi-acre parcel.

Therefore, Allegheny has no right under state or bankruptcy law to
any particular level of percentage rent.  Giant Eagle will assume
the Lease with percentage rent clause intact and will pay
Allegheny percentage rent if and when such rent is payable subject
to the conditions and exceptions of the Lease, Mr. Baldini says.

Mr. Baldini asserts that Allegheny cannot make the operation of
the entire premises as a condition of assumption.  When the
Original Lease was executed in 1969, no building existed on the
land.  There is also no provision in the Lease that the tenant has
to operate any building that might be built, or, in fact, has to
operate at all.  There is no covenant of continuous operation in
the Lease.  In addition, there is no provision in the Lease that
the premises has to be operated as a supermarket or as an Ames-
type business or for that matter any other type of business. For
Allegheny to demand that the Lease cannot be assumed unless it is
operated as a supermarket would give it rights beyond that granted
under the Lease or state law, and it has no right to adequate
assurance of that as a condition of assumption.

Mr. Baldini points out that Giant Eagle has successfully operated
a supermarket on a portion of the Leased premises for many years
and has successfully operated over 100 supermarkets in the Western
Pennsylvania region for many years.  Its total gross sales are in
the billions of dollars.

Allegheny cannot seriously doubt Giant Eagle's ability to pay
$60,000 a year in rent at the premises, Mr. Baldini states.  Mr.
Baldini submits that Giant Eagle has paid more than $60,000 as a
subtenant on the property for over ten years.  Nevertheless, to
the extent that Allegheny is seriously concerned about Giant
Eagle's ability to pay the $60,000 rental, Giant Eagle will make
financial information available to Allegheny on a confidential
basis.  To the extent Allegheny is concerned about whether Giant
Eagle is going to overpay rent as the Debtors mistakenly did for
many years, and whether Giant Eagle is going to use the property
in a fashion that will maximize the interests of Allegheny as
opposed to its own best interests, Mr. Baldini asserts that these
concerns are not based on rights in the document or under law.

Accordingly, Giant Eagle asks the Court to overrule Allegheny's
objection and confirm that the Supplemental Lease has been
terminated and ineffective.

                        *     *     *

The Debtors received no other tender offer for the Harmar Store
Lease.

On the consent of the Debtors, Giant Eagle, Allegheny and the
Official Committee of Unsecured Creditors, Judge Gerber approves
the assignment agreement for the Harmar Store Lease and authorizes
the Debtors to consummate the transaction with Giant Eagle.

To resolve Allegheny's objection, the parties agree on these
terms:

   (a) Allegheny agrees to abatement of all rent obligations
       under the Lease for the period from January 1, 2003 to
       February 28, 2003;

   (b) For all periods commencing on or after January 1, 2003,
       the base annual rent under the Lease will be $60,000 --
       the Stipulated Base Annual Rent -- payable monthly in
       installments of $5,000 resuming as of March 1, 2003, after
       the Rent Abatement Period;

   (c) The Supplemental Lease is deemed for all purposes to have
       expired by its own terms as of December 31, 1996 and it is
       null and void and will not be deemed to have been assumed
       by the Debtors nor assigned to Giant Eagle;

   (d) There are no remaining cures, defaults or obligations on
       the Debtors' part under or relating to the Supplemental
       Lease;

   (e) Any and all rights or claims the Debtors have, or may have
       against Allegheny for the overpayment of base rent under
       the Lease will be settled and compromised at $400,000;

   (f) As a credit against the Rent Refund to be paid by
       Allegheny, the Debtors are deemed to have fully cured and
       satisfied any and all defaults and obligations arising
       before April 8, 2003 in relation to the Lease and the
       Harmar Store premises; and

   (g) Allegheny's objection is withdrawn. (AMES Bankruptcy News,
       Issue No. 38; Bankruptcy Creditors' Service, Inc., 609/392-
       0900)


ANC RENTAL: Wants to Further Extend MBIA Notes to August 31
-----------------------------------------------------------
ANC Rental Corporation, and its debtor-affiliates seek the Court's
authority to enter into the Fourth Amended and Restated Financing
Agreement, which provides for the continued release of funds from
certain collection accounts to certain non-debtor special purpose
entities in an amount not to exceed $2,300,000,000, through and
including the earlier of:

    1. August 31, 2003, which will be extended to September 30,
       2003:

       a. automatically, if a "motion to sell" with respect to the
          majority of the domestic assets or business of any of
          ANC, Alamo or National or a motion to approve a
          disclosure statement with respect to a plan of
          reorganization that contemplates a disposition of assets
          is pending with the Bankruptcy Court and MBIA has not
          notified the Debtors that MBIA objects to the relief
          sought in the motion; or

       b. after MBIA's written consent; and

    2. the occurrence of a Termination Event that has not been
       waived in writing by MBIA.

Bonnie Glantz Fatell, Esq., at Blank Rome LLP, in Wilmington,
Delaware, emphasizes that the Debtors' business is dependant on
their ability to maintain their fleet.  The Debtors have
investigated the possibility of obtaining fleet financing from
alternative sources and have determined that the alternative
financing arrangements would be on less advantageous terms than
the financing arrangement provided for by the Amendment. (ANC
Rental Bankruptcy News, Issue No. 33; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


AQUA VIE BEVERAGE: SEC Lifts Equity Trading Suspension
------------------------------------------------------
The common stock of Aqua Vie Beverage Corporation -- whose January
31, 2003 balance sheet shows a total shareholders' equity deficit
of about $1.1 million -- resumed trading on Friday, May 16, 2003,
following a two-week halt in trading that had been imposed by the
Securities and Exchange Commission.

Aqua Vie Beverage Corporation forecast revenue of seven million
dollars.  The revenue projection was contained in faxes prepared
by the Company and sent out by a fax forwarding company.  The
faxes were contained in a sheet called OTC Stock Today, a
trademark owned by the Company, without any involvement of any
stock analyst, independent or otherwise.  The revenue projection
was for the Company's fiscal year commencing August 1, 2003 and
ending July 31, 2004. The Securities and Exchange Commission
instigated a trading halt for the Company's common stock based in
part on questions about the completeness and accuracy of the
projection.

The Company believes the revenue projections are attainable.  The
Company's product currently is in approximately 500 chain stores
nationwide.  The Company has concentrated on introducing its
products through the natural food sections of chain stores, rather
than introducing through general beverage sections of these
stores. The Company's product is being distributed by Tree of
Life/Gourmet Award Foods, the leading marketer and distributor of
all natural food, with sixteen distribution facilities servicing
over 15,000 retail stores in the United States and Canada, and
United Natural Foods, with eleven distribution centers servicing
over 7,000 stores in fifty states. The Company has embarked on
in store-taste demonstrations and samplings of its products.  The
in-store tasting demonstrations are currently underway, and the
Company plans approximately 350 individual sampling demonstrations
through September 2003. The Company is finalizing a new label
design for an improved product line of its Hydrator(TM) Water,
which is expected to be introduced in July 2003,and is also
redesigning its corporate website which is expected to be online
in June 2003. A regional radio advertising campaign is planned to
air in June 2003.

The Company also plans to introduce, later this summer, a
children's line of spring water beverages called PurePlay(TM) and
an improved version of its existing Hydrator(TM) product line with
particular emphasis on packaging, and calorie/carbohydrate
reduction.  The Company believes the new labels for the improved
Hydrator product line and new children's line of spring water
beverages, both with reduced calories and carbohydrates, a new
corporate website, and regional advertising and publicity, will
significantly increase the general awareness of its products with
distributors, stores and consumers.  The Company recently
completed a financing from which it has allocated monies for
inventory production, label and website design and promotion of
the Company's products.

In assessing the Company's revenue projections, investors and
potential investors should consider among other things, the
following factors that may affect the ability of the Company to
achieve its revenue projections.

The beverage industry is highly competitive, and there are many
companies with better financing and a higher established level of
market acceptance, many of which sell their beverages for
considerably lower prices than the Company's products.  The
Company believes that it can distinguish itself in its particular
market niche, because of its appeal to health conscious consumers
and proprietary formulations.  The Company's product is made from
spring rather than tap water, a classification recognized by
government regulators. While there are many spring waters, the
Company further distinguishes itself by offering flavored spring
water that is preservative free and contains all natural and
proprietary flavorings.  There are other preservative free waters,
but the Company believes that there are no other companies
offering a beverage with all of those attributes.  While the
Company believes that a certain segment of the market will buy
sufficient amounts of its products to achieve the revenue
projection, during the last two years sales have been minimal, its
products do not have significant historical sales, and there can
be no assurance that there will be the anticipated market
acceptance and level of sales.

The Company's ability to achieve projected revenues may also be
affected by the need to transition to new bottlers.  The Company's
existing bottler has notified the Company that it intends to
dedicate its production facilities to a minimum number of
companies within the next 12 to 24 months.  The present bottler
has offered to assist the Company in transitioning to a new
bottler, and has provided the Company reference bottlers.

In a meeting in March of 2003, the bottler's CEO indicated the
Company could have up to one year to transition to a new bottler.
Production to date is planned through July.  The July production,
which the Company has confirmed provides sufficient production
capacity through the Summer months, which have the heaviest demand
for beverages, including the Company's line.

Based on prior experiences with the bottler, there could be
further bottling runs after July, although there can be no
assurance of such runs, and such runs would be dependent on
further negotiations. Although the Company believes it can
successfully transition to new bottlers, substantial management
time and resources will have to be devoted to such a transition.
The Company has identified seven United States bottlers that use
aseptic PET processing systems. Additional foreign bottlers also
utilize aseptic PET processing systems.  The Company has yet to
determine whether any of those bottlers has capacity and can adapt
its system to the Company's needs.  Adaptations may require
capital outlays, and the Company has limited resources and may be
dependent on obtaining further financing for such adaptations,
including the cost of labeling machines and modifications for its
products.  The Company may also consider using other processes.
The Company has spent considerable time and efforts getting
consistently good product in commercially viable quantities.
Addressing such quality control, proprietary formulations, and
production issues makes it difficult and costly, but not
impossible for potential competitors to enter the market with a
similar product.  Transitioning to new bottlers will require
working through these operational issues, but the Company believes
its experience, and the assurances from its existing bottler will
allow the Company to successfully execute such production and
growth transitions.


ARMSTRONG: Maertin Plaintiffs Settles All PCB-Related Suits
-----------------------------------------------------------
The Plaintiffs in Maertin v. Armstrong World Industries, Inc.,
pending in the United States District Court for the District of
New Jersey, bring a motion to Judge Newsome asking him to approve
a settlement of this litigation.  The Maertin Plaintiffs are
former professors and employees at Burlington County College in
Pemberton, New Jersey.  They allege they were exposed to
polychlorinated byphenyls, or PCBs, during the course of their
employment from approximately 1971 to 1985.  The Maertin
Plaintiffs say certain ceiling tiles at BCC manufactured by AWI
were coated with PCBs.  AWI filed a third-party action in that
suit naming Monsanto Chemical Company and American Mineral Spirits
Company as third-party defendants.

In determining whether a proposed settlement is fair and
equitable, the Court is to consider:

       (1) the probability of success in litigation;
       (2) the likely difficulties in collection;
       (3) the complexity of the litigation involved; and
       (4) the paramount interests of creditors.

Ian Connor Bifferato, Esq., at Bifferato Bifferato & Gentilotti in
Wilmington, says that the Debtors' ability to provide maximum
recovery to their creditors rests, at least in part, on their
ability to beneficially resolve numerous controversies.  Mr.
Bifferato says that the Debtors "believe that the Settlement
Agreement constitutes fair and equitable resolution of the
controversy" in the Maertin suit and have agreed and consented to
the proposed settlement.

                    The Settlement Agreement

The Settlement Agreement provides in pertinent part that:

       (1) All claims by the Maertin Plaintiffs against AWI in
           excess of the previously entered $7,000,000 judgment
           are dismissed with prejudice;
       (2) Before seeking any monies directly from AWI, the
           Maertin Plaintiffs will first seek to satisfy the
           $7 million judgment from the insurance coverage
           available to AWI; and
       (3) Liberty Mutual, AWI's primary insurance carrier, is
           waiving retrospective premiums for the first
           $3,000,000 in insurance proceeds paid to the Maertin
           Plaintiffs;
       (4) Liberty Mutual will, upon approval of this settlement
           by this Court and the New Jersey District Court, pay
           $3,000,000 to the Maertin Plaintiffs in partial
           satisfaction of the $7,000,000 judgment existing
           against AWI; and
       (5) The declaratory judgment initiated by the Maertin
           Plaintiffs will continue without AWI's participation
           until a determination is made as to which of AWI's
           insurance carriers, including Liberty Mutual, is
           responsible for the remainder of the $7,000,000
           judgment.

Mr. Bifferato explains that, without this settlement, AWI would
continue to have exposure in excess of the $7,000,000 judgment, be
forced to expend considerable attorney's fees in the declaratory
judgment action, and be liable to Liberty Mutual for retroactive
premiums based on the $3,000,000 Liberty Mutual is to pay.

              AWI Did Not Authorize Settlement Motion

Rebecca L. Booth, Esq., at Richards Layton & Finger in Wilmington,
says on behalf of AWI that the Debtor did not authorize the filing
of this Motion, and does not adopt as its own any statements made
in the Maertin Settlement Motion by the Maertin Plaintiffs on
AWI's behalf. AWI does agree that the settlement is an efficient
way to resolve the parties' disputes and is in the best interests
of the bankruptcy estate and its creditors.  Consequently, AWI
joins in asking that Judge Newsome approve the settlement.

However, the Maertin Plaintiffs left out some terms of settlement.
These are that the parties reserve their rights with regard to
whether the Maertin Claims should be treated as post-petition
claims, in which case AWI has agreed to pay 100% of any amount not
paid by insurance in cash and in full), or should be treated as
general, unsecured claims. The Maertin Plaintiffs agree they may
not attempt to collect on these claims except as ordered by the
Bankruptcy Court.  With this addition, the Debtors support the
settlement. (Armstrong Bankruptcy News, Issue No. 42; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

Armstrong Holdings' 9.000% bonds due 2004 (ACKH04USR1) are trading
at about 47 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ACKH04USR1for
real-time bond pricing.


ASPEN: Sues Ex-Director Briscoe for Breach of Fiduciary Duty
------------------------------------------------------------
Aspen Group Resources Corporation, (TSX: ASR, OTCBB: ASPGF) has
filed suit against Mr. Lenard C. Briscoe, a former member of the
Company's board of directors. The suit alleges Mr. Briscoe caused
damages to Aspen arising from his breach of fiduciary duty, fraud,
and self-dealing related to a number transactions enacted on
behalf of and involving Mr. Briscoe during his tenure as an Aspen
Director.

The suit seeks to recover all assets misappropriated from Aspen
and is the result of an internal and on-going review and
investigation overseen by a Special Committee appointed by the
board of directors. The Special Committee determined it to be in
Aspen's best interest to initiate this action against Mr. Briscoe
at this time for damages suffered.

Aspen also disclosed that Mr. Briscoe has filed suit against the
Company regarding personal interests in wells operated by Aspen.

Mr. Briscoe served as a director of Aspen from December 20, 2000
until his resignation from the board of directors on November 12,
2002.

Aspen Group Resources Corporation is an independent oil and
natural gas producer engaged in the acquisition, exploration,
production and development of oil and natural gas properties in
the Mid Continent Region in the US and Western Canada. Aspen's
shares trade on The Toronto Stock Exchange under the symbol ASR
and on the OTCBB under the symbol ASPGF.

As reported in Troubled Company Reporter's February 13, 2003
edition, Aspen is addressing other areas of its operations in
order to reduce operating expenses, rationalize its portfolio US
and Canadian properties and rejuvenate its drilling and production
programs. To date, the Company has taken several steps in this
process including:

      -- Significant staff reductions and the initiation company-
wide cost controls including the relocation of the Company's
Oklahoma City offices to more efficient, cost effective
facilities. The net effect of these reductions will have a small
impact on the fourth quarter results, but should become very
apparent throughout 2003.

      -- A thorough review of the Company's operations, assets,
and reserves for the purpose of determining the properties, which
provide Aspen the highest production and growth potential. The
Company has identified several properties that have been deemed
non-core and will be sold in order to raise additional capital for
re-investment into core areas and further reduction of debt.
Through this review, Aspen has also determined that it will focus
solely on natural gas which currently accounts for 85 percent of
its current production Therefore, management has elected to
monetize one of its oil producing assets, which is located in the
El Dorado Field in Kansas.

      -- The Company is currently in advanced negotiations with
its lender regarding the default in its credit facility and
believes that it can resolve these issues and repair the
relationship with this institution.


AZCO MINING: Files Application with SEC to Withdraw AMEX Listing
----------------------------------------------------------------
Azco Mining Inc. has filed an application with the Securities and
Exchange for the withdrawal from the listing of its common stock
on the American Stock Exchange. The company has been notified it
is not in compliance with AMEX listing standards and the AMEX has
consented to the voluntary delisting of the company's common
stock.

The company feels that at this time its needs would be well served
by trading its common stock in the Over the Counter Bulletin
Board. The company has applied to list its securities with the
OTCBB and as soon as information becomes available the company
will announce the symbol it will trade under as well as the
estimated date of the start of trading.

                           *     *     *

                     Going Concern Uncertainty

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

"The consolidated balance sheet as of June 30, 2002 included
herein has been derived from the audited consolidated balance
sheet included in the Company's annual report on Form 10-K for the
year ended June 30, 2002, but does not include all the disclosures
required by generally accepted accounting principals.

"The [Company's] consolidated financial statements have been
prepared assuming that the Company will continue to operate as a
going concern. The Company has suffered recurring losses from
operations and the Company will require additional funds to
continue operations.  In November 2002, the Company temporarily
ceased production at its Black Canyon Mine crushing and
concentrating facilities due to cash constraints. Production will
start again once acceptable financing can be arranged.  Management
is actively seeking additional financing; however, there is no
assurance that these efforts will be successful or on terms
acceptable to the Company.  These matters raise substantial doubt
about the Company's ability to continue as a going concern. These
consolidated financial statements do not include the adjustments
that would be necessary, should the Company be unable to continue
as a going concern.

"The Company is currently in default under the terms of the
settlement agreement with two of its former officers as well as it
financing lease agreement.  It is in negotiations for the
resolution of both of these issues.  In addition, the Company is
attempting to structure a convertible debenture transaction as
well as a loan secured by the proceeds of current plastic
production.  The proceeds of these bridge-financing transactions
are expected to enable the Company finance its immediate cash
needs and enable it to continue operating through the closing of
a long term financing arrangement."


B/E AEROSPACE: Will Webcast Live June 19 Shareholders' Meeting
--------------------------------------------------------------
B/E Aerospace, Inc. (Nasdaq:BEAV) will provide a live webcast of
its annual shareholders' meeting on Thursday, June 19, 2003.
As previously announced, B/E is holding the meeting in Northern
Ireland, near the company's Kilkeel manufacturing facility, in
order to coincide with the Paris Air Show. Following the meeting,
shareholders will tour the Kilkeel facility. The Kilkeel plant is
B/E's principal seat manufacturing facility for customers
worldwide.

The meeting and webcast will begin at 10:30 a.m. local time (5:30
a.m. Eastern U.S. time). To listen to the webcast, visit the
Investors section of B/E's Web site at http://www.beaerospace.com
and follow the link to Webcasts.

B/E Aerospace, Inc. is the world's leading manufacturer of
aircraft cabin interior products, and a leading aftermarket
distributor of aerospace fasteners. With a global organization
selling directly to the world's airlines, B/E designs, develops
and manufactures a broad product line for both commercial aircraft
and business jets and provides cabin interior design,
reconfiguration and conversion services. Products for the existing
aircraft fleet -- the aftermarket -- provide about 60 percent of
sales. For more information, visit B/E's Web site at
http://www.beaerospace.com

As reported in Troubled Company Reporter's March 13, 2003 edition,
Standard & Poor's Ratings Services lowered its ratings, including
lowering the corporate credit rating to 'B+' from 'BB-', on BE
Aerospace Inc. The ratings remain on CreditWatch with negative
implications, where they were placed on February 11, 2003. Rated
debt is about $850 million.

"The downgrade reflects BE Aerospace's continued weak financial
results, which, coupled with high debt levels, translate into
subpar credit protection measures," said Standard & Poor's credit
analyst Roman Szuper. "Furthermore, the operating environment of
the firm's primary market--the airline industry--is very
challenging, especially in the U.S, and it is likely to
deteriorate further if there is a war with Iraq," the analyst
added.

The ratings for Wellington, Fla.-based BE Aerospace reflect risks
associated with very difficult conditions in the airline industry,
high debt levels, and poor credit protection measures. Those
factors are partly offset by the company's position as the largest
participant in the commercial aircraft cabin interior products
market, a leading share of that business on corporate jets, fairly
efficient operations, and adequate liquidity. The firm's large
installed base typically generates demand for generally higher-
margin recurring retrofit, refurbishment, and spare parts (60%-65%
of revenues), with the balance from products installed on new
jetliner deliveries.


BRIDGE INFO: Court Further Approves Insurance Advance Payments
--------------------------------------------------------------
VeriClaim, Inc., the insurance adjuster for the Insurance Company,
has recommended that the Insurance Company makes second and third
advance payment in respect of allowed Claims, which would be paid
to Bridge and Reuters.  Accordingly, Judge McDonald approves the
Stipulations for the Second and the Third Advance Payments.

                       Second Advance Payment

The Court authorizes the second advance payment equal to
$5,204,765 in respect of allowed Claims payable to Bridge and
Reuters, referred to as the "Second Bridge Payment" and the
"Second Reuters Payment."

The Court rules that:

A. The Letter Agreement, Second Advance Payment, and the
    allocation of the Second Advance Payment between the Bridge
    Payment and the Reuters Payment are authorized, ratified and
    approved;

B. The Second Bridge Payment made by the Insurance Company will
    be free and clear of, and will not be subject to, any liens,
    claims, interests and encumbrances of Reuters and its
    successors, assigns and creditors;

C. The Second Reuters Payment made by the Insurance Company will
    be free and clear of, and will not be subject to, the liens,
    claims, interests and encumbrances of Bridge, the Debtors and
    their respective estates, successors, assigns and creditors,
    including, without limitation, any trustee, prepetition
    lender, mortgagee, lost payee, or any one else who claims to
    have an interest in the Second Reuters Payment, nor will any
    trustee, prepetition lender, mortgagee, loss payee, or anyone
    else have any liens, claims, interests or encumbrances
    against the resulting reduction in the amount of insurance
    available under the Insurance Policy;

C. The Second Bridge Payment will be received and held in escrow
    by Bridge for the benefit of all persons or entities having
    an interest in the proceeds from the Insurance Policy
    represented by the Second Bridge Payment;

D. Bridge will distribute the Second Bridge Payment in
    accordance with the distribution procedures established under
    the Plan;

E. Upon the Insurance Company's payment of the Second Bridge
    Payment to Bridge, all persons and entities having an interest
    in the proceeds from the Insurance Policy represented by the
    Second Bridge Payment and only in accordance with the terms
    and conditions of the Plan;

F. The Second Advance Payment by the Insurance Company is a
    partial payment of the Claims, Reuters, and the Insurance
    Company anticipates that additional payment will be made as
    adjustment proceeds;

G. Payment by the Insurance Company of the Second Advance
    Payment will not constitute a final settlement of the Claims;

H. The Second Advance Payment will be set off against the
    total amount of the insurance obligation due and owing under
    the Insurance Policy upon the final settlement of the Claims
    made under the Insurance Policy,

I. Acceptance of the Second Advance Payment by Bridge and
    Reuters will not be deemed to constitute any waiver of these
    parties' rights and interests with respect to the Claims and
    will in no way prejudice Bridge and Reuters from pursuing
    additional payment on the Claims;

J. Bridge reserves its rights with respect to collecting
    future payments relating to the Claims and each reserves its
    right to file further claims under the Insurance Policy and
    to pursue payment under the claims; and

K. The Insurance Company, in turn, expressly reserves any of
    its right to set off, against future payment obligations of
    the Insurance Company related to the Claims under the
    Insurance Policy, all or any portion of the Second Advance
    Payment to the extent that any person or entity, other than
    Bridge or Reuters, claims to be insured or entitled to a
    portion of the Second Advance Payment.

                       Third Advance Payment

On February 24, 2003, Bridge, through the Plan Administrator, and
Reuters entered into a Letter Agreement concerning:

    -- the division between Bridge and Reuters of the $25,000
       deductible under the Insurance Policy, and

    -- the payment by Bridge of fees and expenses incurred by
       Deloitte & Touche and related to pursuit of claims under
       the Insurance Policy.

VeriClaim has recommended that the Insurance Company make a
$2,086,216 payment in respect of allowed Claims.

Accordingly, the Court orders that:

A. The Letter Agreement, the February 2003 Letter Agreement,
    the Third Advance Payment, and the allocation of the Third
    Advance Payment between the Bridge Payment and the Reuters
    Payment are authorized, ratified and approved;

B. The Third Bridge Payment made by the Insurance Company
    will be free and clear of, and will not be subject to,
    any liens, claims, interests and encumbrances of Reuters
    and its successors, assigns and creditors;

C. The Third Reuters Payments made by the Insurance Company
    will be free and clear of, and will not be subject to, the
    liens, claims, interests and encumbrances of Bridge, the
    Debtors and their respective estates, successors, assigns
    and creditors, including, without limitation, any trustee,
    prepetition lender, mortgagee, loss payee, or any one else
    who claims to have an interest in the Third Reuters
    Payment, nor will any trustee, prepetition lender,
    mortgagee, loss payee, or anyone else have any liens,
    claims, interests or encumbrances against the resulting
    reduction in the amount of insurance available under the
    Insurance Policy;

D. The Third Bridge Payment will be received and held in
    escrow by Bridge for the benefit of all persons or
    entities having an interest in the proceeds from the
    Insurance Policy represented by the Third Bridge Payment.
    Bridge will distribute the Third Bridge Payment in
    accordance with the distribution procedures established
    under the Plan;

E. Upon the Insurance Company's payment of the Third Bridge
    Payment to Bridge, all persons and entities having an
    interest in the proceeds from the Insurance Policy
    represented by the Third Bridge Payment will only be
    entitled to pursue and enforce interests against the Third
    Bridge Payment and only in accordance with the terms and
    conditions of the Plan; and

F. The Third Advance Payment by the Insurance Company is a
    partial payment of the Claims and Bridge, Reuters, and the
    Insurance Company anticipate that additional payments will
    be made as adjustment proceeds.  Payment by the Insurance
    Company of the Third Advance Payment will not constitute a
    final settlement of the Claims.  The Third Advance Payment
    will be set off against the sum total amount of the
    insurance obligation due and owing under the Insurance
    Policy upon the final settlement of the Claims made under
    the Insurance Policy.  Acceptance of the Third Advance
    Payment by Bridge and Reuters will not be deemed to
    constitute any waiver of these parties' rights and interests
    with respect to the Claims and will in no way prejudice Bridge
    and Reuters from pursuing additional payment on the Claims.
    Each of the Bridge and Reuters reserves its right to file
    further claims under the Insurance Policy and to pursue
    payment under the claims.  The Insurance Company, in turn,
    expressly reserves any of its rights to set off, against
    future payment obligations of the Insurance Company related to
    the Claims under the Insurance Policy, all or any portion of
    the Third Advance Payment to the extent that any person or
    entity, other than Bridge or Reuters, claims to be insured or
    entitled to a portion of the Third Advance Payment.

A free copy of the Order is available at:

      http://bankrupt.com/misc/Advance.pdf
(Bridge Bankruptcy News, Issue No. 45; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


BROADWING INC: Sells Broadband Assets to C III Communications
-------------------------------------------------------------
Cincinnati Bell Inc., (NYSE:CBB) formerly known as Broadwing Inc.,
has closed its previously announced sale of substantially all of
the assets of its broadband business, Broadwing Communications
Services Inc., to privately held C III Communications LLC.

"The closing of the sale of our broadband business represents a
substantial milestone in our strategic restructuring plan," said
Kevin Mooney, Cincinnati Bell's Chief Executive Officer. "We will
now devote our undivided energy to running our Cincinnati
businesses, with a continued focus on customer service, generating
a significant amount of cash flow, and creating value for our
shareholders."

Under the terms of the amended purchase agreement, C III
Communications will pay Cincinnati Bell Inc. $108.7 million
subject to post-closing adjustments. C III Communications has also
assumed certain liabilities and other long-term contractual
operating commitments of Broadwing Communications Services Inc.,
will continue providing services to customers and has retained
current employees. The Company has transferred the assets of its
broadband business to C III Communications in those states where
regulatory approvals have already been obtained. A portion of the
purchase price will be kept in escrow until regulatory approvals
authorizing the transfer of the remaining assets have been
obtained. As of the closing, state public utility commissions
representing over 75 percent of Broadwing Communications Services
Inc.'s revenue had approved the transaction.

Cincinnati Bell will be a customer of C III Communications and
will continue to market its broadband products to business
customers. Cincinnati Bell will also sell long-distance services,
under the Cincinnati Bell Any Distance brand, to residential and
business customers in the Greater Cincinnati market.

Cincinnati Bell Inc. (NYSE:CBB) is parent to one of the nation's
most respected and best-performing local exchange and wireless
providers with a legacy of unparalleled customer service
excellence. The company was recently ranked number one in customer
satisfaction, for the second year in a row, by J.D. Power and
Associates for local residential telephone service and residential
long distance among mainstream users. Cincinnati Bell provides a
wide range of telecommunications products and services to
residential and business customers in Ohio, Kentucky and Indiana.
Cincinnati Bell is headquartered in Cincinnati, Ohio. For more
information, visit http://www.cincinnatibell.com


BROADWING INC: C III Comms. Confirms Asset Acquisition for $108M
----------------------------------------------------------------
Corvis Corporation (NASDAQ:CORV), a leading provider of next
generation optical networking solutions, and Cequel III, a St.
Louis-based telecommunications and cable management firm,
announced that their joint venture, C III Communications, LLC, has
closed on the purchase of Broadwing Communications, subject to
certain remaining state and local regulatory requirements.

The agreement to purchase most of the assets of Broadwing
Communications from Cincinnati Bell, Inc. was announced in
February. In accordance with the asset purchase agreement, the
originally announced network purchase price of $129 million has
been reduced to approximately $91 million. In addition, C III
Communications is purchasing net working capital of $17 million
for which payment, with interest, will be deferred for one year.
The purchase price may be subject to certain further adjustments.
Corvis continues to evaluate the possibility of syndicating part
of its investment, which could reduce its ownership percentage.

Corvis, the majority investor in C III Communications, will
provide additional information on the operations of Broadwing
Communications in its public financial reports on a going forward
basis. Additional financial details of the transaction will be
discussed on July 31, 2003, when Corvis reports its second quarter
2003 financial results.

In conjunction with the asset purchase, the companies announced
that Mark F. Spagnolo has been appointed Interim CEO of Broadwing
Communications. Mr. Spagnolo has considerable experience in
corporate restructurings, managing data companies, and selling to
and serving the enterprise market space. Over the last 30 years,
he has held senior and executive management positions for start-
ups and Fortune 500 companies, including various executive
positions with Electronic Data Systems, as well as the position of
President and CEO for UUNET, an industry leading data
communications company. At UUNET, Mr. Spagnolo grew revenues
substantially, while increasing margins and expanding operations
into 29 countries.

Prior to founding his own telecommunications consulting firm in
2002 (The Spagnolo Group, LP), Mr. Spagnolo was the President, CEO
and Chairman for SiteSmith, a managed services company that
delivered outsourced Internet services to the Global 1000. In
2001, Metromedia Fiber Networks (MFN) purchased SiteSmith for $1.4
billion, and later named Mr. Spagnolo President and CEO of MFN.
During his tenure with SiteSmith/MFN, he operationally
restructured MFN from three separate entities into a unified
company resulting in substantial cost reductions, enhanced
customer performance, and increased revenue.

Most recently, he served as Interim CEO for Flag Telecom, to
assist with that company's restructuring upon its emergence from
bankruptcy.

"We are fortunate to have access to Mark's considerable industry
experience and leadership skills," said Jerald L. Kent, President
of C III Communication's Executive Committee. "We know Mark is the
right executive for the job. He is familiar with the special
dynamics of companies in transition, and he understands the power
of the assets assembled in this state-of-the-art network."

"I am very excited to be joining Broadwing, which is, in my
opinion, one of the nation's best-positioned telecommunications
companies," said Mark F. Spagnolo, Interim CEO of Broadwing
Communications. "I look forward to working with Broadwing's
employees and applaud them for what they have collectively
achieved in restructuring the company while providing the highest
levels of customer care. I also want to thank the company's
customers for their support and their business, throughout this
closing period. We look forward to serving them with continued
excellence as we move forward."

The assets acquired by C III Communications include 18,700
recently completed route miles of the latest generation of fiber
optic cables; switches and amplifiers; a state-of-the-art network
operations center; and all the other network elements necessary to
provide state-of-the-art integrated and managed broadband
telecommunications services. Through these assets, Broadwing
Communications provides managed network solutions and broadband
telecommunications services to more than 1,000 corporate customers
in 137 of the top 150 markets in the United States; broadband
transportation services to major telecommunications carriers; and
long-distance telecommunications services to more than 150,000
customers.

From point-to-point links to all-optical networks to transoceanic
systems, Corvis Corporation delivers innovative optical network
solutions that drive carrier profitability faster than any other
vendor. Headquartered in Columbia, MD, Corvis provides carriers
with scalable optical networking solutions and services that
dramatically reduce the overall expenses associated with building
and operating networks. Carriers deploying Corvis' optical network
solutions can provision new wavelength-based services and tailor
dynamic service-level agreements for rapid revenue generation. For
more information about Corvis, please visit its Web site
http://www.corvis.com

Cequel III is a management company for growth-oriented firms in
the cable and telecommunications industries. Today, the Cequel III
team is involved with a number of distinctive properties,
including: AAT Communications Corporation, the largest privately
held tower site provider in the industry; Classic Cable, the
nation's twelfth-largest cable operator, serving more than 325,000
customers; and Broadwing Communications, the worlds' first and
only intelligent, nationwide network that combines longhaul and
ultra-longhaul transport with integrated, true all-optical
switching.

As reported in Troubled Company Reporter's April 28, 2003 edition,
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on Cincinnati, Ohio-based incumbent local exchange
carrier Broadwing Inc. All ratings were removed from CreditWatch,
where they were placed Aug. 29, 2002, due to concerns over
Broadwing's potential inability to meet its significant bank debt
amortization, as well as concerns over tight bank covenants.

The outlook is negative. Broadwing had total debt of about $2.5
billion at the end of 2002.

The rating reflects Broadwing's high debt load and very limited
longer term liquidity. The company used significant debt to move
into the long-haul data business based on optimistic expectations
of capacity demand that later did not materialize. Although it has
entered into an agreement to sell BCI, virtually all the debt
associated with that business will remain with Broadwing after the
closing of the transaction, which could occur in the second half
of 2003. As a result, Broadwing will likely still have about $2.4
billion of debt at the end of 2003.

Broadwing is an integrated telecommunications services provider
that provides local, long distance, wireless, and broadband
services in the greater Cincinnati metropolitan area. Through its
incumbent Cincinnati Bell Telephone Co. subsidiary, the company
serves more than one million access lines.


BUDGET GROUP: U.S. Trustee Balks at Miller Ellin's Engagement
-------------------------------------------------------------
Representing the U.S. Trustee, Julie L. Compton, Esq., in
Wilmington, Delaware, observes that Budget Group Inc., and its
debtor-affiliates' Application to hire Miller, Ellin & Company LLP
as tax accountants and advisors, discloses Mr. Olsberg was
employed with the Debtors for 25 years, with his most recent
position as Vice President of taxation.  The Application further
discloses that Mr. Olsberg was employed by the Debtors as their
Vice President of taxation within two years of the Petition Date,
but it does not specify the dates of Mr. Olsberg's employment or
whether Mr. Olsberg was employed by the Debtors subsequent to the
Petition Date, and if so, in what capacity.

Section 327(a) of the Bankruptcy Code provides that the Debtors
may only employ those professionals "that do not hold or represent
an interest adverse to the estate, and that are disinterested
persons."  The definition of "disinterested person" is found in
Section 101(14) of the Bankruptcy Code.  Subparagraph (D) of
Section 101(14) specifically and unequivocally provides that a
"disinterested person" means a person that "is not and was not,
within two years before the date of the filing of the petition, a
director, officer, or employee of the debtor. . . ."

In order to meet the subparagraph (D) criteria, a professional
person must meet both prongs: He must not presently be a director,
officer or employee, and he must not have been a director, officer
or employee at any time during the two years preceding the
petition.  Even if a person is not currently a director, officer
or employee, any person who held any of these positions at any
time within the two years preceding the petition is disqualified.

The United States Trustee requires further information regarding
Mr. Olsberg's employment with the Debtors to determine whether he
is disqualified from employment under Section 327(a).  The United
States Trustee also objects to Debtors' request that Miller not be
required to submit detailed billing statements which report time
incurred in tenths of an hour increments.  Ms. Compton points out
that the Application provides that Miller will be compensated on
an hourly basis; therefore, pursuant to the United States Trustee
Program Guidelines, time should be reported in tenths of an hour
increments.  The cases cited by Debtors to support their request
for summary billing format are inapposite; those cases relate to
professionals who received compensation in fixed monthly or per
project fees. (Budget Group Bankruptcy News, Issue No. 21;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

Budget Group Inc.'s 9.125% bonds due 2006 (BDGP06USR1) are trading
at about 23 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BDGP06USR1for
real-time bond pricing.


BURLINGTON IND.: Lease Decision Period Extended to May 15, 2004
---------------------------------------------------------------
After due deliberation, Judge Newsome extends the time period
within which each of the Burlington Industries Debtors must
assume, assume and assign, or reject each of the 36 Unexpired
Nonresidential Real Property Leases through and including the
Confirmation Date; provided, however, that the Confirmation Date
occurs on or before May 15, 2004. (Burlington Bankruptcy News,
Issue No. 34; Bankruptcy Creditors' Service, Inc., 609/392-0900)


CABLE SATISFACTION: Wins Financing Commitment from Capital Comms
----------------------------------------------------------------
Cable Satisfaction International Inc., (TSX: CSQ.A) has received a
commitment from Capital Communications CDPQ Inc., in connection
with a proposed recapitalization and restructuring plan.

Under the Plan, (euro) 45 million (approximately $71 million) of
new common equity will be injected into Csii upon the effective
date of the Plan, including a minimum investment of (euro) 27
million by CDP and any co- investors designated by CDP. The
balance will be raised by providing existing holders of its
outstanding US$155 million Senior Notes the opportunity to
subscribe for up to (euro) 14 million in new equity and existing
Csii shareholders (including CDP) the opportunity to subscribe for
up to (euro) 4 million in new equity. CDP has undertaken to
increase its minimum investment up to (euro) 45 million to cover
any shortfall in such balance which is not subscribed by the
noteholders or shareholders.

The ownership structure of Csii following the proposed
recapitalization and restructuring would be as follows (before the
exercise of any warrants or stock options):

        70% of the equity of the recapitalized Csii, represented
            by the (euro) 45 million investment;

        26% of the equity owned by noteholders in exchange for the
            complete equitization of the Senior Notes;

         4% of the equity owned by Csii's shareholders in
            exchange for the shares held by them.

Assuming the Backstop Commitment is not called upon and all
noteholders and shareholders exercise their rights to subscribe
for equity of Csii, the shareholders of Csii (including CDP) will
own 10% of the equity of the recapitalized Csii and the
noteholders will own 48%. The remaining 42% would represent the
(euro) 27 million of new equity invested by CDP and any co-
investors designated by CDP.

Csii will also grant 3-year warrants to subscribe for 6% of Csii's
common equity at a 15% premium to the price at which CDP's minimum
investment will be made to the institution(s) providing a (euro)
15 million secured senior supplemental facility to the Company's
Portuguese subsidiary, as called for by the Plan.

"We have selected CDP as the preferred bidder because in our
opinion, it is the best proposal on the table and the most
attractive alternative available to the Company. We believe the
proposal puts the Company on a firmer financial footing to pursue
its development in Portugal," said Fernand Belisle, Chairman of
the Board of Csii. "Our agreement with CDP is the culmination of a
full review of Csii's strategic alternatives, followed by an
exhaustive solicitation of potential investors and evaluation of
bids by Rothschild, our financial advisor."

Assuming a successful closing, the recapitalized Csii would have
bank debt of (euro) 141 million on a consolidated basis and no
Senior Notes. The banking syndicate for the Secured Term loan is
evaluating the CDP Proposal and has agreed to extend waivers on
the company's defaults until June 24, 2003. The Company is in
discussions with the banking syndicate regarding a subsequent
waiver extension to allow the Plan to be implemented.

CDP has committed to provide a senior ranking interim liquidity
facility of (euro) 12 million to the Company's Portuguese
subsidiary, of which half would be funded by CDP and the other
half by the existing bank syndicate, to maintain operations in
Portugal while the process relating to the proposed
recapitalization and restructuring is carried out. The bank
syndicate, CDP and the Company are in discussions as to the terms
of the interim liquidity facility. Failure to obtain such
liquidity line would have a negative impact on the Company's
operations in Portugal and on its recapitalization and
restructuring efforts.

To ensure the orderly consideration and implementation of the
Plan, the Company intends to proceed in Canada by way of court-
supervised arrangement and reorganization under Canadian law.
During this process, which is currently contemplated to be
completed in September 2003, Csii and its Portuguese subsidiary
will continue to provide service to customers, pay suppliers for
all goods and services in accordance with past business practice
and pay employees under usual conditions.

Csii may terminate its agreement with CDP in order to pursue any
written recapitalization proposal which the board of directors
determines in good faith to be superior to the noteholders and
shareholders of Csii, subject to the payment of a fee of (euro)
4.5 million which is payable to CDP at the time of and subject to
the closing of a superior proposal.

The Plan also provides for certain other matters including the
payment of certain fees to CDP and governance arrangements to
apply during the interim period as well as after its consummation.

The CDP Commitment is subject to certain conditions, including the
negotiation of definitive documentation satisfactory to the
parties, equitization of all of the outstanding Senior Notes,
obtaining all necessary consents and approvals (including creditor
approval pursuant to a court- supervised process), obtaining a
committed (euro) 15 million supplemental credit facility to become
effective upon implementation of the Plan and the renegotiation of
banking and trade creditor arrangements. There can be no assurance
that the Plan proposed by CDP will be successfully completed or
completed on the terms described above.

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

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


CALYPTE BIOMEDICAL: Changes Trading Symbol to CYPT from CYPTV
-------------------------------------------------------------
Calypte Biomedical Corporation (OTCBB:CYPT), announces that
effective Friday, June 13, 2003, its trading symbol was changed to
CYPT from CYPTV. The symbol change came as expected as a result of
the company's reverse stock split implemented May 28, 2003.

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

Calypte Biomedical Corporation is a health care company dedicated
to the development and commercialization of urine-based diagnostic
products and services for Human Immunodeficiency Virus Type 1
(HIV-1), sexually transmitted diseases and other chronic
illnesses.  The Company's tests include the screening enzyme
immunoassay (EIA) and supplemental Western Blot tests, the only
two FDA-licensed HIV-1 antibody tests that can be used on urine
samples. The Company believes that accurate, non-invasive urine-
based testing methods for HIV and other chronic diseases make
important contributions to public health by helping to foster an
environment in which testing may be done safely, economically, and
painlessly.


CBR BREWING: March Quarter Net Loss Balloons to over $20 Million
----------------------------------------------------------------
CBR Brewing Company, Inc. (OTC Bulletin Board: CBRAF, CBRAE)
announced the results of its operations for the three months ended
March 31, 2003, reporting net sales of $9,156,964 and a net loss
of $20,764,368, as compared to net sales of $21,466,500 and a net
loss of $54,177 for the three months ended March 31, 2002.
Included in net loss for the three months ended March 31, 2003 was
a charge of $7,861,446 for the impairment of property, plant and
equipment.

For the three months ended March 31, 2003, the Company's
affiliate, Noble Brewery, recorded a charge of $26,457,831 for the
impairment of property, plant and equipments.

During the three months ended March 31, 2003 and 2002, the Company
sold 24,971 metric tons and 39,714 metric tons of beer,
respectively, a decrease of 37.1%. The decrease in sales volume in
both dollars and tonnage during the three months ended March 31,
2003, as compared to the three months ended March 31, 2002, was
mainly attributable to a decrease in the volume of beer sold,
which the Company attributes to the reorganization of the
Company's marketing teams and marketing strategies, the reduction
in sales branch offices, the outbreak of severe acute respiratory
syndrome ("SARS") in China, and in general, reduced demand for
Pabst Blue Ribbon beer, as well as increasing competition from
local brand beers, which sell at lower price points.

The beer market in China has continued to experience a weakening
in consumer demand for foreign branded premium beers in China and
increasing competition from local and foreign premium brands of
beer. In response, the Company has overhauled its operations and
marketing programs, reduced costs and introduced several new local
brand beers. The Company expects that these adverse market
conditions will continue in 2003, resulting in operating losses at
least for the remainder of 2003.

The Company, through its subsidiaries and affiliates, is engaged
in the production, distribution and marketing of Pabst Blue Ribbon
beer in China. As of March 31, 2003, the Company owned effective
interests of 60%, 24% and 33% in three brewing facilities in China
producing Pabst Blue Ribbon beer that are managed by the Company.
The Company produces Pabst Blue Ribbon beer under a sub-license
agreement with Guangdong Blue Ribbon Group Co. Ltd., an affiliated
company, which expires concurrently with the expiration of the
existing master license agreement between Guangdong Blue Ribbon
Group Co. Ltd. and Pabst Brewing Company on November 6, 2003.

Licensing Matters:

Noble China Inc., is a Canadian public company that is the 60%
owner of Noble Brewery, a Pabst Blue Ribbon brewing facility
located in the City of Zhaoqing, People's Republic of China, in
which the Company has a 24% net equity interest. In May 1999,
Noble China entered into a license agreement with Pabst Brewing
Company granting it the right to utilize the Pabst Blue Ribbon
trademarks in connection with the production, promotion,
distribution and sale of beer in China for 30 years commencing
November 7, 2003.

To date, the Company and Noble Brewery have not obtained a renewal
of their respective Pabst Blue Ribbon sub-license agreements,
which expire on November 6, 2003. The inability of the Company or
Noble Brewery to enter into an agreement with Noble China under
acceptable terms and conditions to allow the Company and Noble
Brewery to continue to produce, distribute and market Pabst Blue
Ribbon beer in China subsequent to November 6, 2003 would have a
material adverse effect on the Company's future results of
operations, financial position and cash flows, including the
possible formation of strategic alliances with other brewing
groups in China.

Zhaoqing City Lan Wei Alcoholic Beverage (Holdings) Limited, a
company controlled by the City of Zhaoqing, owns Mega Gain
Investment Co. Ltd., which in turn owns a 19.6% equity interest in
Noble China. On November 12, 2002, a new board of directors of
Noble China was elected, consisting of three candidates nominated
by Lan Wei.

As previously announced, Noble China continues to face serious
liquidity concerns in ongoing funding of its corporate operations
and interest on its CDN$30,000,000 of 9% Convertible Subordinated
Debentures, and as a result is in default of its obligations under
the Debentures. The holders of the Debentures are therefore in a
position to enforce their rights on default. If the Trustee or the
holders of the Debentures elect to enforce these rights, Pabst
Brewing Company may be in a position to terminate the Pabst master
license agreement previously granted to Noble China, which becomes
effective on November 7, 2003.

Both Noble Brewery and the Company have substantial investments in
property, plant and equipment dedicated to the production of Pabst
Blue Ribbon beer in China. In order to maintain each entity's
respective rights to produce, distribute and market Pabst Blue
Ribbon beer in China subsequent to November 6, 2003 and thus
preserve the value of these investments, Lan Wei has been
exploring various ways to reorganize Noble China and preserve the
Pabst master license agreement in a manner that would inure to the
benefit of the Company. Accordingly, representatives of the City
of Zhaoqing have been in discussions with the holders of a
majority of the Debentures regarding a reorganization of Noble
China and with Pabst Brewing Company regarding a reorganization of
Noble China and a restructuring of the master license agreement.

These discussions have led to a preliminary agreement in principle
with the holders of a majority of the Debentures regarding the
reorganization of Noble China, which would involve the settlement
in full of the outstanding Debentures. In addition, a non-binding
term sheet has been entered into with Pabst Brewing Company with
respect to certain amendments to the master license agreement and
its continuation after the reorganization.

These preliminary agreements are both conditional on Noble China
being able to implement a formal reorganization of its Debentures
and issued capital. The successful reorganization of Noble China
is subject to the preparation and execution of definitive
agreements and a plan of reorganization, compliance with all
applicable laws and regulations, and the funding, approval and
consummation of a court-approved reorganization plan of Noble
China.

In order to fund such reorganization efforts, Lan Wei borrowed
approximately $3,133,000 from the Company in March 2003, with
interest at 3.9% per annum, due and payable no later than
December 31, 2003. Lan Wei also borrowed approximately $2,410,000
from the Company in March 2003 to invest in businesses affiliated
with Lan Wei, with interest at 3.9% per annum, due and payable no
later than June 30, 2003.

On May 27, 2003, Noble China announced that it had entered into a
loan facility with Mega Gain, which provides for advances limited
to the minimum necessary to pay for short-term operating expenses
and for the cost of reorganizing Noble China's debt and equity.
The advances will bear interest at 6% per annum, payable monthly,
and will be secured by all of Noble China's presented and after-
acquired assets, property and undertakings pursuant to a general
security interest.

As a result of the uncertainty with respect to these matters,
there can be no assurances that Noble China will be successfully
reorganized or that the Company or Noble China will be able to
retain the right to produce and distribute Pabst Blue Ribbon beer
in China subsequent to November 6, 2003.


CENDANT MORTGAGE: Fitch Affirms Class B5, B6 Ratings at B/B-
------------------------------------------------------------
Fitch Ratings upgraded nineteen & affirmed 28 classes of Cendant
Mortgage Corporation residential mortgage-backed certificates, as
follows:

Cendant Mortgage Corporation, mortgage pass-through certificates,
series 2000-1

   --Class A, P, IO-1, M-1 affirmed at 'AAA';
   --Class B1 affirmed at 'AAA';
   --Class B2 upgraded to 'AAA' from 'AA-';
   --Class B3 upgraded to 'AA' from 'A-';
   --Class B4 upgraded to 'BBB-' from 'BB';
   --Class B5 affirmed at 'B';
   --Class B6 affirmed at 'B-'.

Cendant Mortgage Corporation, mortgage pass-through certificates,
series 2000-2

   --Class A, P, IO-1, M-1 affirmed at 'AAA';
   --Class B1 affirmed at 'AAA';
   --Class B2 upgraded to 'AAA' from 'AA+';
   --Class B3 upgraded to 'AAA' from 'A+';
   --Class B4 upgraded to 'AA-' from 'BBB';
   --Class B5 upgraded to 'BB+' from 'B+'.

Cendant Mortgage Corporation, mortgage pass-through certificates,
series 2000-4

   --Class A, PO, IO-1, M-1 affirmed at 'AAA';
   --Class B1 affirmed at 'AAA';
   --Class B2 affirmed at 'AAA';
   --Class B3 upgraded to 'AAA' from 'AA+';
   --Class B4 upgraded to 'AAA' from 'A+';
   --Class B5 upgraded to 'AA-' from 'BBB-';
   --Class B6 upgraded to 'BBB-' from 'B+'.

Cendant Mortgage Corporation, mortgage pass-through certificates,
series 2000-10

   --Class A, P, IO-1, M-1 affirmed at 'AAA';
   --Class B1 affirmed at 'AAA';
   --Class B2 upgraded to 'AAA' from 'AA+';
   --Class B3 upgraded to 'AAA' from 'AA';
   --Class B4 upgraded to 'AAA' from 'BBB';
   --Class B5 upgraded to 'A+' from 'B'.

Cendant Mortgage Corporation, mortgage pass-through certificates,
series 2000-11

   --Class A, P, IO-1, M-1 affirmed at 'AAA';
   --Class B1 affirmed at 'AAA';
   --Class B2 upgraded to 'AAA' from 'AA';
   --Class B3 upgraded to 'AAA' from 'A+';
   --Class B4 upgraded to 'AA-' from 'BB';
   --Class B5 upgraded to 'A-' from 'B'.

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


CONSECO FINANCE: GECC Wants to Amend or Clarify Stipulation
-----------------------------------------------------------
General Electric Capital Corporation asks for Court permission to
amend, modify or clarify the Stipulation resolving the GECC
Objection to Claims against Conseco Finance Corp., and its debtor-
affiliates.

In addition to the Claims previously disclosed, GECC filed a Claim
on May 21, 2003 for $1,011,771 for equipment leases which include
264 schedules for copiers leased by CFC.

The Stipulation assumes that GECC is deemed to have waived
objections to the Plan.  Patricia E. Rademacher, Esq., at Coston &
Lichtman, says this characterization should apply only the GECC's
Aircraft Claim.  It should not apply to any other GECC Claims,
since each is independent and distinct from the other. In fact,
the Aircraft Claims allege damages against CIHC and CNC, while the
Copier Claim targets CFC. (Conseco Bankruptcy News, Issue No. 24;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


CONSECO INC: All Creditors, Except TOPrs Holders, Support Plan
--------------------------------------------------------------
Conseco, Inc., (OTCBB:CNCEQ) has reached an agreement in principle
with certain of its creditors under which those creditors will
amend their votes with respect to Conseco's Second Amended Plan of
Reorganization.

Conseco filed an official ballot report with the bankruptcy court
that contained the voting results in connection with the Plan. The
Company entered into discussions with certain creditors who voted
against the Plan. As a result of the discussions, the Company
intends to file an amended Plan and certain creditors are expected
to amend their votes and support the Plan. Including the amended
votes, the Company now believes that there will be sufficient
votes for all classes to accept the Plan, other than the TOPrS,
who continue to object to the Plan.

As permitted under the court's March 18, 2003, solicitation order,
the Company will accept the amended ballots. Conseco intends to
file a Third Amended Plan of Reorganization that will address most
of the remaining unresolved objections to the Plan. The
confirmation hearing began on June 13, 2003.


CONSECO INC: Resolves Dispute with Donald Trump over GM Building
----------------------------------------------------------------
Conseco, Inc. (OTCBB:CNCEQ) and New York City developer Donald J.
Trump have reached an agreement on a long-standing dispute over
control and distribution of profits at the General Motors Building
located on Fifth Avenue in New York City.

The parties have mutually agreed to sell the building. The terms
of the division of proceeds are confidential.

Conseco President and CEO Bill Shea said, "This agreement is very
good news for Conseco. We are pleased that we've been able to
resolve our remaining differences with the Trump organization and
avoid delays in monetizing the value of our investment. The
building will be put up for sale immediately to permit Conseco to
put the substantial value of this investment to work toward our
restructuring program."

Donald Trump stated, "The General Motors Building is a great asset
and has been a wonderful investment for the Trump Organization. I
am happy that it has worked out so well for all concerned, and I
wish Conseco well."

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: State Street and HSBC USA File Proofs of Claim
-----------------------------------------------------------
State Street Bank and Trust Company and HSBC Bank USA filed proofs
of claims against Conseco Inc.:

    (1) State Street Bank files a Proof of Claim for $313,280,286

        Robert C. Butzier, Esq., says State Street is Indenture
        Trustee for 9.44% Trust Originated Preferred Securities,
        due 2029, issued by Conseco Financing Trust VII.  Conseco,
        has irrevocably and unconditionally agreed to make
        payments to the TOPrS Holders.  Conseco owes the
        TOPrSHolders the Claim amount that includes principal of
        $300,000,000 plus interest accrued since the Petition of
        $13,280,286.

    (2) State Street files a Proof of Claim for $520,381,532

        State Street is also the Indenture Trustee for 8.70% Trust
        Originated Preferred Securities, due 2028, issued by
        Conseco Financing Trust V.  Conseco has irrevocably and
        unconditionally agreed to make payments to the
        TOPrS Holders.  Conseco owes the TOPrS Holders the Claim
        amount which includes principal of $500,000,000 plus
        interest accrued since the Petition of $20,381,532.

    (3) State Street files a Proof of Claim for $275,000,000

        According to Mr. Butzier, State Street is Indenture
        Trustee for 9.16% Trust Originated Preferred Securities,
        due 2026, issued by Conseco Financing Trust I.  Conseco
        has irrevocably and unconditionally agreed to make
        payments to the TOPrSHolders.  Conseco owes the
        TOPrS Holders the Claim amount which includes principal of
        $500,000,000 plus interest accrued since the Petition of
        $11,808,743.

    (4) HSBC Bank USA files a Proof of Claim for $1,242,088,736

        Robert A. Conrad, Esq., outlines the securities issued by
        Conseco:

        (a) $234,064,000 of 6.4% Notes due February 2003;

        (b) $99,217,000 of 6.8% Senior Medium-Term Notes,
            Series A, due June 15, 2005;

        (c) $224,905,000 of 8.5% Notes due October 15, 2002;

        (d) $423,706,000 of 8.75% Notes due February 9, 2004;

        (e) $150,800,000 of 9.0% Notes due October 15, 2006; and

        (f) $37,567,000 of 10.75 Senior Notes due 2008.

        Mr. Conrad asserts that the Debtor owes Noteholders
        $1,170,259,000 in principal and $71,829,736 in interest.
(Conseco Bankruptcy News, Issue No. 24; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


CORRECTIONS CORP: Mulls Consolidation of Two Oklahoma Prisons
-------------------------------------------------------------
Corrections Corporation of America (NYSE: CXW) will consolidate
operations at its North Fork Correctional Facility in Sayre,
Oklahoma, into its operations at the CCA Diamondback Correctional
Facility in Watonga, Oklahoma.

Wisconsin inmates currently housed in the North Fork Correctional
Facility will be transferred over the next two months to the
2,160-bed medium security Diamondback facility that currently
houses inmate populations for the states of Oklahoma and Hawaii.
CCA will transfer the Wisconsin inmates to the Diamondback
Correctional Facility to satisfy a contractual provision mandated
by the State of Wisconsin.

The influx of new inmates will bring Diamondback to full capacity.
Upon completion of the inmate transfers, North Fork Correctional
Facility will close for an indefinite period of time, with
approximately 225 employees receiving written, 60-day termination
notifications this week.  CCA currently expects the operational
consolidations to have no material impact on the corporation's
previously issued EBITDA guidance for 2003.

"CCA has a long-standing relationship with the State of Wisconsin,
and we are committed to ensuring their correctional needs and
contract provisions are suitably met," said John Ferguson, CCA
president and chief executive officer. "CCA will work to identify
other opportunities to re-open North Fork and bring staff and
operations back to the Sayre facility."

"We are extremely proud of the exceptional level of correctional
services our employees have provided during their tenure at North
Fork, we will work closely with employees to assist them with
transfer or promotional opportunities within the CCA system of 59
prisons, jails and detention centers," said Ferguson.

CCA is the nation's largest owner and operator of privatized
correctional and detention facilities and one of the largest
prison operators in the United States, behind only the federal
government and four states.  CCA currently operates 59 facilities,
including 38 company-owned facilities, with a total design
capacity of approximately 59,000 beds in 20 states and the
District of Columbia.  CCA specializes in owning, operating and
managing prisons and other correctional facilities and providing
inmate residential and prisoner transportation services for
governmental agencies.  In addition to providing the fundamental
residential services relating to inmates, CCA facilities offer a
variety of rehabilitation and educational programs, including
basic education, religious services, life skills and employment
training and substance abuse treatment.  These services are
intended to reduce recidivism and to prepare inmates for their
successful re-entry into society upon their release. CCA also
provides health care (including medical, dental and psychiatric
services), food services and work and recreational programs.

As reported in Troubled Company Reporter's April 7, 2003 edition,
Standard & Poor's Ratings Services assigned its preliminary
'B'/'B-' senior unsecured/subordinated debt ratings to prison and
correctional services company Corrections Corp. of America's $700
million universal shelf registration.

In addition, Standard & Poor's assigned its 'B' senior unsecured
debt rating to Nashville, Tennessee-based CCA's $200 million
senior unsecured notes due 2011, which will be issued under the
company's $700 million shelf registration.

At the same time, Standard & Poor's raised CCA's senior secured
debt rating to 'BB-' from 'B+' and senior unsecured debt rating to
'B' from 'B-'. CCA's 'B+' corporate credit rating has been
affirmed and its outlook remains positive.


CREST 2002-IG: Fitch Affirms BB Class D Term Notes' Rating
----------------------------------------------------------
Fitch Ratings affirms all of the rated notes issued by Crest
2002-IG, Ltd. (Crest 2002-IG). The affirmation of these notes is a
result of Fitch's annual rating review process. The following
rating actions are effective immediately:

-- $513,453,932 Class A Senior Secured Floating Rate Term Notes
   affirmed at 'AAA';

-- $78,000,000 Class B Second Priority Floating Rate Term Notes
   affirmed at 'A-';

-- $40,000,000 Class C Third Priority Fixed Rate Term Notes
   affirmed at 'BBB';

-- $14,000,000 Class D Fourth Priority Fixed Rate Term Notes
   affirmed at 'BB';

Crest 2002-IG is a collateralized bond obligation, which closed
May 16, 2002, supported by a static pool of commercial mortgage-
backed securities (CMBS; 66.5%) and real estate investment trusts
(REITs; 33.5%). Fitch has reviewed the credit quality of the
individual assets comprising the portfolio, including discussions
with Wachovia Securities (Wachovia), the asset manager. According
to the May 30, 2003 trustee report the class A
over-collateralization was 128.6% and the class B
over-collateralization was 111.6%, relative to test levels of 115%
and 105%, respectively. The report also indicated that the class A
notes have paid down approximately .11% since closing. The CBO has
experienced no significant credit migration with a current
weighted average rating factor (WARF) of 13.37 vs. an initial WARF
of 13.58.

Based on the stable performance of the underlying collateral and
the comfortable cushion on the over-collateralization tests, Fitch
has affirmed all of the rated liabilities issued by Crest 2002-IG.
Fitch will continue to monitor this transaction.


CROSS MEDIA: Case Summary & Largest Unsecured Creditors
-------------------------------------------------------
Lead Debtor: Cross Media Marketing Corporation
             461 Fifth Avenue
             19th Floor
             New York, New York 10017

Bankruptcy Case No.: 03-13901

Debtor affiliates filing separate chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Media Outsourcing, Inc.                    03-13903

Type of Business: The Debtor is a direct marketer and seller of
                  magazine subscriptions.

Chapter 11 Petition Date: May 16, 2003

Court: Southern District of New York (Manhattan)

Judge: Burton R. Lifland

Debtors' Counsel: Jack Hazan, Esq.
                  Kenneth H. Eckstein, Esq.
                  Kramer Levin Naftalis & Frankel LLP
                  919 3rd Avenue
                  New York, NY 10022
                  Tel: (212) 715-9100
                  Fax : (212) 715-8000

Total Assets: $91,357,187

Total Debts: $77,668,088

A. Cross Media's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Jason Ellsworth             Rent and contract       $5,971,380
2820 Cobblestone Dr.        payments
Palm Harbor, FL 34684

Lancer Offshore             Notes payable           $3,393,750
375 Park Avenue
Suite 2006
New York, NY 10152
Phone: 212-355-5558

H.Y. Applied Inter-Data     Trade                   $1,234,156
Services, Inc.
6 Commercial Street
Hicksville, NY 11801
Attn: Dick Levinson

The Useful                  Trade                     $662,002
P.O. Box 20354
Greenville, NC 27856

Blank Rome LLP              Legal fees                $656,479
55 Corporate Dr.
Bridgewater, NJ 08807
Phone: 800-722-3481

Fulfillment Plus, Inc.      Trade                     $604,304
889 Waverly Avenue
Holtsville, NY 11742

ePlus Group, Inc.           Equipment financing       $588,124
P.O. Box 8500-5270
Philadelphia, PA 19178

County of Fairfax -         Taxes                     $551,071
Dept. of Tax Admin.
P.O. Box 10202
Fairfax, VA 22035-0203
Phone: 703- 222-8234

Federal Trade Commission    Settlement/Civil penalty  $350,000
Bureau of Consumer Protection,
Div. of Enforcement
600 New Jersey Ave., NY
Washington, DC 20580
Attn: James Reilly Dolan

Arnall Golden and Gregory   Legal fees                $294,451
LLP
1201 W. Peachtree Street
Atlanta, GA 30309

Colliers ABR, Inc           Rent                      $236,718

Studebaker Worthington      Equipment financing       $221,000
Leasing

JD Edwards                  Trade/Software licensing  $206,944

CIT Technology Financial    Equipment Financing       $156,838
Services, Inc.

Hall Dickler Kent Goldstein Legal fees                $131,624
& Wood LLP

Simon Paston & Sons         Insurance                 $112,052
Agency, Inc.

Transactional Marketing     Trade                      $94,500
Partners

Brown Raysman Millstein     Legal fees                 $86,886
Felder & Steiner LLP

Ascendant Media             Trade                      $79,837

New York State Corp.        Taxes                      $64,222
Tax Processing Unit

B. Media Outsourcing's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Group Lotto                 Trade                     $722,923
1 Blue Hill Plaza, 5th Fl.
Pearl River, NY 10965
Phone: 845-620-1212 ext. 225

Time, Inc                   Trade                     $317,320
Time Life Building
New York, NY 10020
Phone: 212-522-1212

Concentra Solutions         Trade                     $300,000
5901 B Peachtree Dunwoody Rd
Suite 380
Atlanta, GA 30328

Espn                        Trade                     $282,897
19 East 34th St.
New York, NY 10016
Phone: 212-515-1174

Cosmopolitan                Trade                     $243,586

Silver Carrot               Trade                     $190,644

Gnames Advantage            Trade                     $179,759

Global Crossing             Trade                     $161,083
Telecommunication

PC Magazine                 Trade                     $159,088

Blue Cross Blue Shield      Insurance                 $148,559

Richard L. Prochnow         Consulting Fees           $138,461

News America Publication    Trade                     $131,037

De Lage Landen Financial    Equipment Financing       $116,361
Services, Inc.

Consumer Benefit Services,  Trade                     $114,638
Incorporated

Football Digest             Trade                     $102,966

Sungard Recovery Services   Trade                     $102,272

Netflip.com                 Trade                      $93,521

U.S.News & World Report     Trade                      $90,591

ACC Business                Trade                      $79,073

Corrections Industries      Trade                      $78,388


ENRON: Duke Energy Sues Debtors Seeking Declaratory Judgment
------------------------------------------------------------
Duke Energy Trading and Marketing, L.L.C. and Duke Energy
Merchants, LLC, seeks a declaratory judgment against Enron North
America Corp., Enron Power Marketing, Inc., Enron Upstream
Company, LLC, Enron Reserve Acquisition Corp., Enron Energy
Services, Inc., and Enron Liquid Fuels, Inc.

Barry S. Ostrager, Esq., at Simpson Thacher & Bartlett, in New
York, relates that DETM and DEM engaged in commodity trading
transactions with the Debtors and have very substantial
receivables from some while having payables due to others.  DETM
and DEM seek a declaration that each may exercise its right to set
off rights against the Debtors as a group rather than on a
counterparty-by-counterparty basis because, among other things;

    (a) Enron conducted its trading business as a single
        enterprise without regard to the corporate form;

    (b) Enron encouraged those with whom it transacted,
        including DETM and DEM, to deal with Enron on an
        enterprise basis; and

    (c) Enron was in reality a shell game, conducted on the
        basis of deceptive financial information and practices.
        Enron's false paper success and opaque corporate
        structure masked a fraud that when ultimately revealed
        brought ruin to the company and inflicted significant
        losses on creditors, investors and employees.

Mr. Ostrager explains that Enron should not be able to further
perpetuate, in these bankruptcy proceedings as against Duke, the
corrupt corporate structure and abusive practices that already
have inflicted so much harm.  Mr. Ostrager points out that Enron
Corp. conducted the affairs of the defendant "subsidiaries" so
that DETM and DEM transacted with undercapitalized entities that
had no independent existence and that depended entirely on the
commingled resources of Enron and credit of Enron Corp.  For
purposes of collecting monies due, the Debtors must be treated as
a single enterprise based on the manner in which Enron Corp.
structured and operated its commodity trading business and held
itself out to the public, in general, and DETM and DEM, in
particular.

ENA, EPMI, Enron Upstream, ERAC, EES, and ELF were operated by
Enron Corp. as its alter ego and as components of a single
enterprise.  Enron's disregard of the corporate form included,
among other practices:

    (a) intermingling assets and financial affairs of Enron
        Corp. with those of ENA, EPMI, Enron Upstream, ERAC,
        EES, and ELF;

    (b) issuing consolidated financial statements that failed to
        segregate or distinguish the financial conditions of the
        defendants, and failing to conduct independent audits
        for the defendants on an individual basis;

    (c) issuing guarantees to DETM and DEM from Enron Corp. for
        the debts of each of the defendants and other
        "subsidiaries";

    (d) significantly under-capitalizing ENA, EPMI, Enron
        Upstream, ERAC, EES, and ELF for the energy trading
        activities that were the centerpiece of Enron's
        business;

    (e) engaging in a baffling web of intercompany fund
        transfers that were not properly accounted for and that
        cannot be unraveled;

    (f) failing to engage in intercompany transfers or other
        business transactions at arm's length;

    (g) managing cash so that Enron Corp. was allowed to siphon
        funds from its "subsidiaries," including ENA, EPMI,
        Enron Upstream, ERAC, EES, and ELF, with the effect that
        they were not independent profit centers and were not
        solvent entities;

    (h) moving cash through Enron without any benefit to the
        "subsidiary" whose funds were siphoned away;

    (i) failing to define the functions of officers or the
        boards of directors of ENA, EPMI, Enron Upstream, ERAC,
        EES, and ELF, so that boards of directors overlapped and
        officers held positions with multiple entities which
        were, in fact, treated merely as departments of Enron;

    (j) centrally controlling risk management and business
        decisions of the various trading "subsidiaries" so that
        no business discretion could be exercised by the
        officers or boards of directors of these "subsidiaries";

    (k) disregarding the corporate form when dealing with DETM
        and DEM on behalf of various "subsidiaries"; and

    (l) failing to observe other corporate formalities for ENA,
        EPMI, Enron Upstream, ERAC, EES, and ELF.

Enron was a facade behind which Enron Corp. controlled the trading
"subsidiaries" without regard to the separate existence of the
nominal entities.  Enron employed this corporate structure to
carry out a fraud of staggering proportions.

Before the Enron shell game was revealed, DETM and DEM entered
into various trading transactions with Enron.  The primary
vehicles for the natural gas and electricity trading transactions
between DETM and Enron were the Master Agreements.  These included
the:

    (a) Master Energy Purchase and Sale Agreement, dated
        November 1, 1999, between Enron -- nominally executed by
        EPMI -- and DETM;

    (b) ISDA Master Agreement, dated October 17, 1997, between
        Enron -- nominally executed by Enron Capital & Trade
        Resources Corp., the name by which ENA was previously
        known -- and DETM;

    (c) Master Natural Gas Purchase and Sale Agreement, dated
        November 19, 2001, between Enron -- nominally executed by
        ENA -- and DETM; and

    (d) Master Natural Gas Sales and Purchase Agreement, dated
        January 1, 1998 between Enron -- nominally executed by
        EES -- and DETM.

Particular forward contracts were entered into pursuant to the
Master Agreements.  Separately, DEM entered into numerous
transactions with Enron, nominally involving ENA and ERAC, which
were documented in confirmations sent by Enron to DEM.

The lynchpin of each of the DEM Transactions and Master Agreements
was the creditworthiness of Enron Corp.  There was absolutely no
way to evaluate the creditworthiness of the individual trading
"subsidiaries" because all financial results, and all credit
ratings, were reported on a consolidated basis for Enron as a
whole.  Neither DETM nor DEM ever received financial statements
from Enron except on a consolidated basis.

Thus, Enron Corp. guaranteed transactions that DETM and DEM
entered into with members of the Enron trading enterprise.  The
Master Energy Agreement was backed by a $20,000,000 guarantee from
Enron Corp.  Similarly, the ISDA Master Agreement was backed by a
$15,000,000 Enron Corp. guarantee.  In addition, Enron Corp.
provided DETM and DEM with a further $100,000,000 guarantee on
behalf of ENA, EPMI, Enron Upstream, ELF and ERAC, among others.
The Enron guarantees running in favor of DETM and DEM, as well as
the transactions they guaranteed, were negotiated and agreed based
on the false financial statements of Enron Corp.

Under certain provisions of the Master Agreements, DETM had the
right to review Enron Corp.'s annual and quarterly financial
statements.  During the entire period the Master Agreements were
in effect, those statements contained fraudulent
misrepresentations and omissions.  DETM was induced to enter into
the Master Agreements and to enter into forward transactions based
on those untrue representations.  Likewise, DEM was induced to
enter into each of the DEM Transactions based on Enron's deceptive
representations about its financial condition.  The defendants
have now acknowledged that the financial statements for the years
1997 to 2000 and those for the period in 2001 before bankruptcy
cannot be relied on.

In transacting business with Enron, DETM and DEM also relied on
the reports of the principal credit ratings agencies.  However,
Enron purposefully provided false and misleading information to
these agencies in order to achieve investment-grade ratings.

Mr. Ostrager tells Judge Gonzalez that DETM was entitled to
terminate the Master Agreements in the event that the purported
counterparty, or Enron Corp. itself, declared bankruptcy, or in
the event that the financial condition of Enron Corp. suffered a
material adverse change.  Consistent with Section 556 of the
Bankruptcy Code, in early December 2001, upon Enron's filing for
Chapter 11 bankruptcy protection, DETM terminated the Master
Agreements and the forward contracts under which DETM traded
natural gas and electricity with Enron.  By letters dated
December 4, 2001, DETM gave the required notification terminating
the Master Agreements and the forward contracts and reserved all
rights and remedies available under the agreements, at law or in
equity.

In November 2002, Enron, through certain nominal "subsidiaries",
made demands on DETM and DEM for payment and for DETM to detail
balances due under the Master Agreements, without regard to DEM's
and DETM's set-off rights. Specifically:

    -- On November 14, 2002, ERAC demanded that DEM pay
       $19,825,954 to ERAC, plus $1,657,555;

    -- On November 14, 2002, Enron Upstream demanded that DETM
       pay $3,338,519 to Enron Upstream, plus $358,225 interest;

    -- On November 19, 2002, ENA demanded that DETM calculate
       any damages "payable in respect of an Early Termination
       Date" of the ISDA Master Agreement;

    -- On November 19, 2002, EES demanded that DETM calculate
       any damages "due and payable under the Agreement
       resulting from termination" of the 1998 Master Gas
       Agreement;

    -- On November 19, 2002, EPMI demanded that DETM calculate
       any "Gains, Losses and Costs resulting from termination"
       of the Master Energy Agreement; and

    -- On November 19, 2002, ENA demanded that DETM calculate
       any "Gains, Losses and Costs resulting from termination"
       of the 2001 Master Gas Agreement.

The November 19 letters asked DETM to calculate damages despite
the fact that DETM had already submitted a proof of claim
detailing DETM's claims against Enron.  Moreover, each of the
November Demand Letters sent by Enron was signed by the same
executive, "Cheryl Lindeman, Senior Counsel," despite the fact
that they nominally related to different "subsidiaries" within the
trading enterprise.

In the November Demand Letters, Enron is trying to benefit from
its fraudulent shell game and manipulative practices one last time
and injure DETM and DEM in these bankruptcy proceedings by
pretending that the Enron trading "subsidiaries," which never had
an independent existence prior to Enron's filing for Chapter 11
bankruptcy proceedings, were independent companies for purposes of
avoiding debt.

When Enron collapsed in a matter of weeks after its exposure as an
empty vessel, DETM and DEM were left holding unpaid amounts
totaling more than $162,000,000:

    -- $150,266,921 owing to DETM, and

    -- $12,017,689 owing to DEM:

Nominal Counterparty to DETM Transactions   Amounts Owed to DETM
-----------------------------------------   --------------------
    Enron Energy Services, Inc.                      $1,117,322
    Enron North America Corp.                         5,287,893
    Enron Power Marketing, Inc.                     143,861,706
                                                  --------------
    TOTALS:                                        $150,266,921

Nominal Counterparty to DEM Transactions    Amounts Owed to DEM
----------------------------------------    -------------------
    Enron Liquid Fuels, Inc.                         $1,268,598
    Enron North America Corp.                        10,748,091
                                                  --------------
    TOTALS:                                         $12,017,689

However, the scope of this default was significantly mitigated
because DETM and DEM also owed sums to Enron and thus the mutual
debts were subject to rights to set-off.

Accordingly, Duke Energy Trading and Marketing, L.L.C. and Duke
Energy Merchants, LLC, asks the Court for:

    (A) a declaration that Enron Corp. and its trading
        "subsidiaries" should be considered a single enterprise
        without regard to the purported separate existence of
        Enron Corp., ENA, EPMI, Enron Upstream, ERAC, EES, and
        ELF;

    (B) a declaration that DETM may exercise its right to set
        off the debts between DETM and the Enron trading
        enterprise, and DEM may exercise its right to set off
        the debts between DETM and the Enron trading enterprise,
        without regard to the nominal counterparty to a
        particular transaction;

    (C) imposition of a Constructive Trust on those defendants
        that purport to hold valid claims against DETM and DEM
        so that DETM and DEM may exercise their right to set off
        against the Enron trading enterprise;

    (D) a declaration that DETM may set off as against
        $150,266,921 valid claims Enron has against DETM;

    (E) a declaration that DEM may set off as against
        $12,017,689 valid claims Enron has against DEM;

    (F) attorneys' fees and expenses incurred in this action to
        the extent allowable; and

    (G) costs of suit incurred in this action.
(Enron Bankruptcy News, Issue No. 69; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

DebtTraders reports that Enron Corp.'s 9.875% bonds due 2003
(ENRN03USR3) are trading at about 18 cents-on-the-dollar. Go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=ENRN03USR3for
real-time bond pricing.


ENRON: Green Power's Case Summary & 3 Largest Unsec. Creditors
--------------------------------------------------------------
Debtor: Green Power Partners I LLC
        1400 Smith Street
        Houston, Texas 77002

Bankruptcy Case No.: 03-13500

Type of Business: The Debtor is an affiliate of Enron Corp.

Chapter 11 Petition Date: May 30, 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, NY 10153
                  Tel: 212-310-8602
                  Fax : 212-310-8007

Estimated Assets: $10 Million to $50 Million

Estimated Debts: $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
California Franchise Tax    Franchise Tax               $6,800
Board

Southern California Edison  Electricity Expense        $35,156

GE Wind Energy, LLC         Q&M Expense               $244,664


ENRON: TLS Investors' Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: TLS Investors, L.L.C.
        1400 Smith Street
        Houston, Texas 77002

Bankruptcy Case No.: 03-13502

Type of Business: The Debtor is an affiliate of Enron Corp.

Chapter 11 Petition Date: May 30, 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, NY 10153
                  Tel: 212-310-8602
                  Fax : 212-310-8007

Estimated Assets: $10 Million to $50 Million

Estimated Debts: $10 Million to $50 Million


EXIDE: Wants Additional Time to Make Lease-Related Decisions
------------------------------------------------------------
James E. O'Neill, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub P.C., in Wilmington, Delaware, informs the Court that
Exide Technologies and its debtor-affiliates are party to over 200
Unexpired Leases.  The Unexpired Leases include office space
throughout the country, regional distribution centers, and
strategically located branch facilities.  These facilities are
central to the Debtors' ability to function as a going concern,
and will factor heavily into the ongoing process of evaluating and
consolidating their business operations.  The Debtors are
currently and actively evaluating the Unexpired Leases with the
goal of consolidating operations where practical, and ceasing
operations at unprofitable locations.  This process of
consolidating operations is a primary objective of these Chapter
11 Cases.  It is therefore critical that the Debtors be granted
the additional time they need to make careful, informed decisions
with respect to the Unexpired Leases.

By this motion, the Debtors ask the Court to extend the period of
time to decide whether to reject, assume and/or assign the
Unexpired Leases through and including December 8, 2003.

Mr. O'Neill states that the Debtors' Chapter 11 Cases are large,
complex, and involve a variety of financial, business and legal
considerations.  The Unexpired Leases are of great value to the
Debtors' estates, and their treatment will potentially have a
significant impact on the Debtors' reorganization and ultimate
business plan as they emerge from Chapter 11.

Mr. O'Neill asserts that the Unexpired Leases are critical to the
Debtors' business.  Currently, the Unexpired Leases include office
space, regional distribution centers, and strategically located
local branch facilities.  If these leases were deemed rejected at
this time, the Debtors would almost certainly be unable to
continue operations.  If the Debtors were forced to make hasty,
uninformed decisions as to which Unexpired Leases to assume or
reject, their ability to successfully reorganize their businesses
would be seriously impaired.

Since the Petition Date, Mr. O'Neill reports that the Debtors have
expended a tremendous amount of time and effort stabilizing their
businesses.  The Debtors have also worked with the different
constituencies in the case to provide information as the case has
progressed.  Considerable time has also been expended by the
Debtors' personnel and by professionals assisting the Debtors in
these cases to identify and evaluate Unexpired Leases.

The Debtors have worked to compile and centralize the database on
Unexpired Leases to be in a position to evaluate which Unexpired
Leases would be most valuable to its reorganization effort.
Despite their diligence to date, Mr. O'Neill admits that the
Debtors continue to compile and evaluate information on the
Unexpired Leases.  Until this analysis is complete, it is
premature to force the Debtors to make global decisions with
respect to the Unexpired Leases.  The Debtors' lessors will not be
prejudiced by an extension of time to assume or reject.

Moreover, the Debtors are committed to evaluating their Unexpired
Leases with a focus on identifying and rejecting those leases that
are not part of their ongoing restructuring.  While it is not
evident how long it will take to complete this process, the
Debtors do not intend to use the extension to place a moratorium
on their efforts.  Rather, the Debtors intend to continue their
aggressive review of the Unexpired Leases, and will seek
appropriate resolution as soon as informed decisions can be made.
Indeed, it is in the Debtors' best interest to evaluate their
Unexpired Leases as quickly as possible to limit the accruing
administrative liabilities.  In the interim, the Debtors are
required to comply with their payment obligations under Section
365 of the Bankruptcy Code.

The Court will convene a hearing on June 24, 2003 to consider the
Debtors' request.  By application of Del.Bankr.LR 9006-2, the
lease decision deadline is automatically extended through the
conclusion of that hearing. (Exide Bankruptcy News, Issue No. 24;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


FASTNET CORPORATION: 20 Largest Unsecured Creditors
---------------------------------------------------
Debtor: FASTNET Corporation
        3864 Courtney Street
        Two Courtney Place
        Suite 130
        Bethlehem, Pennsylvania 18017
        aka You Tools Corporation

Bankruptcy Case No.: 03-23143

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Cisco Systems Capital       Equipment Leases        $3,760,097
Corp.
170 West Tasman Dr.
San Jose, CA 95134

Estate of Applied Theory    Litigation              $2,500,000
c/o Angel & Frankel
460 Park Avenue
New York, NY 10022
Attn: Bruce Frankel, Esq.
      Neil Y. Siegel, Esq.

Verizon (Bell Atlantic)     Utility Service (Telco) $1,874,227
Verizon NJ
PO Box 4832
Trenton, NJ 08650-4832
Attn: Ann Marie
Tel: 800-727-7339

Sprint                      Utility Service (Telco) $1,674,673
PO Box 219489
Kansas City, MO 64121-9489
Attn: Beverly Bohn
Tel: 252-641-6105


AT&T                        Utility Service (Telco) $1,444,072
901 Marquette Avenue
Suite 800
Minneapolis, MN 55402-3233
Attn: Ed Beeks
Tel: 612-376-6545

Robert Bast                 Note (Acquisition Debt)   $395,000
110 Spruce Lane
Ambler, PA 19002

World Com (MCI)             Utility Service (Telco)   $339,417
6929 N. Lakewood
Tulsa, OK 74117
Attn: Josh Fondren
Tel: 918-590-6749

Broadwing                   Utility Service (Telco)   $333,103
1122 Capital of Texas Hwy. S
Austin, TX 78746
Asttn: Denise Branigan
Tel: 800-555-5022

Morgan Lewis & Bockius      Legal                     $327,917
LLP
P.O. Box 8500 S-6050
Philadelphia, PA 19178-6050
Attn: Stephen Goodman
Tel: 215-963-5000

Adelphia                    Utility Service (Telco)   $308,576
(PECO/Telcove)
P.O. Box 931843
Atlanta, GA 31193-1843
Tel: 877-207-9323

PECO
121 Champion Way
Cannonsburg, PA 15317
Attyn: Joyce Basilone
Tel: 724-743-9748

Focal                       Utility Service (Telco)   $276,517
135 S. Lasalle Street
Dept. 3602
Chicago, IL 60674-3602
Attn: Sue Forman
Tel: 888-362-2522

Exodus                      Utility Service (Telco)   $215,859

KPMG LLP                    Accounting Services       $186,500

Level 3                     Utility Service (Telco)   $161,742

Time Warner                 Utility Service (Telco)   $157,152

PPL                         Utility Service           $145,674

Ascend Credit Corp.         Equipment Lease           $115,660

Qwest                       Trade Debt                $101,394

Standard Funding Corp.      Insurance                  $74,845

Cambrian                    Utility Service (Telco)    $71,583

USAC/Madison-Oneida BOCC    Customer Refund            $61,026


FLEMING COMPANIES: Exploring Key Strategic Initiatives
------------------------------------------------------
Fleming Companies, Inc. announced key strategic initiatives to
maximize the value of the company. Fleming will continue its
operational improvement initiatives in its core grocery wholesale
and separate Core-Mark convenience subsidiary, while
simultaneously exploring strategic sale opportunities in response
to a number of inquiries from potential buyers.

                    Grocery Wholesale Operations

With regard to Fleming's grocery wholesale business, the company
will focus on restoring service levels to historic standards. The
company will continue to work with its vendors to make additional
progress in terms of restoring trade support. To further
concentrate resources on restoring high levels of customer service
at core divisions, the company will rationalize its grocery
wholesale business by focusing on its most profitable units and
closing selected facilities, where appropriate.

Substantial progress has been achieved with vendors that is
enhancing, and should continue to improve, Fleming's ability to
increase customer service levels. At this point, Fleming has
approximately $200 million of negotiated vendor credit lines,
which is expected to help further bolster operations.

Additionally, in response to interest from potential financial and
strategic buyers, Fleming is exploring the possible sale of its
grocery wholesale business.

Fleming also announced that, upon completion of a detailed
analysis and in keeping with the company's commitment to focus
resources on core distribution assets, the company has decided to
discontinue operations at three grocery wholesale divisions.
Fleming is closing its grocery wholesale divisions in Geneva,
Alabama; Lafayette, Louisiana; and Superior, Wisconsin.

The selected divisions are scheduled to discontinue operations by
the end of July 2003. The company is committed to assisting the
affected retail customers in their successful transfer to new
suppliers, as practicable. The company expects to immediately
begin transferring inventory from the closing divisions to other
Fleming wholesale distribution facilities.

The Core-Mark convenience subsidiary is not affected by these
closure actions.

               Core-Mark Convenience Subsidiary

The company will continue the positive operational progress made
at its San Francisco-based Core-Mark subsidiary, which operates as
a separate business and legal entity. Management is pleased with
Core-Mark's results and its stabilization efforts to date. The
company expects these efforts to be substantially complete in the
near future, at which time service levels and other aspects of
customer support are anticipated to be at historic levels. Core-
Mark has maintained positive EBITDA and cash flow since the
Chapter 11 filing.

In addition, Fleming has received multiple expressions of interest
from potential financial and strategic buyers of Core-Mark and is
currently assessing these alternatives.

Pete Willmott, Interim President and Chief Executive Officer,
said, "Over the next weeks and months, we will further focus
resources on our grocery wholesale divisions to continue
improvement in service levels for our customers. We will also
maintain our support of the Core-Mark convenience subsidiary.
Simultaneously, we will explore inquiries from possible financial
and strategic buyers of our grocery wholesale business and Core-
Mark subsidiary."

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

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


FLEMING COMPANIES: Hiring Rider Bennett as Special Labor Counsel
----------------------------------------------------------------
Fleming Companies, Inc., and its debtor-affiliates want to employ
Rider Bennett, LLP as special labor relations and business
litigation counsel.  The Debtors chose Rider Bennett because the
firm has extensive experience in the field of labor relations and
litigation.

Rider Bennett has been actively involved in major employment
litigation cases for Fleming.  Furthermore, the firm has extensive
knowledge of labor relations, health and welfare and pension plan
matters, discrimination matters and various other labor related
matters.  Rider Bennett has been providing these types of services
to the Debtors on a continuous basis and is familiar with their
outstanding litigation and employment related issues.
Accordingly, the Debtors believe that Rider Bennett is both well
qualified and uniquely able to represent in their Chapter 11 Cases
in an efficient and timely manner.  The Debtors also believe that
it would be costly and inefficient to hire another firm to handle
these types of matters on their behalf.

The Debtors need Rider Bennett to:

    (a) continue to advise the Debtors with regard to labor
        relations and related matters, specifically including
        health and welfare and pension plan requests, self-funded
        health insurance disputes, development and implementation
        of national labor strategies, labor grievances, grievance
        arbitration, WARN complaints, store closing complaints,
        vacation issues, wage and hour matters, religious
        discrimination claims, and race discrimination claims;

    (b) continue to advise the Minneapolis, Milwaukee, Superior,
        LaCrosse and Kansas warehouses and Rainbow Foods personnel
        with regard to day-to-day labor and employment matters;

    (c) advise the Debtors in matters pertaining to all aspects of
        employment law and related matters, including employment
        practices and policies, employee terminations and
        discipline, equal employment, non-competition and related
        issues;

    (d) continue to advise the Debtors in matters pertaining to
        employment based litigation and arbitration proceedings;

    (e) continue to advise the Debtors with all aspects of the
        Debtors' benefit plans, programs and arrangements, and
        numerous other qualified and nonqualified employee benefit
        programs sponsored by the Debtors; and

    (f) continue to advise the Debtors in connection with
        general business litigation.

The Debtors propose to compensate Rider Bennett for its services
on an hourly basis in accordance with the firm's customary rates,
and reimburse any actual, necessary expenses the firm incurs. The
firm's current hourly rates are:

                  Partners             $190 - 350
                  Associates            140 - 180
                  Legal Assistants       75 - 140

Patricia M. Burke, a partner at Rider Bennett, discloses that the
firm has a $250,000 prepetition claim against the Debtors for the
fees and expenses incurred as part of its prepetition services.
Other than that, Ms. Burke ascertains that Rider Bennett does not
hold or represent any interest adverse to the Debtors' estates.
(Fleming Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


FORMICA CORP: Cerberus & Oaktree Propose $175 Mill. Investment
--------------------------------------------------------------
Formica Corporation has taken an important step necessary to
implement the restructuring of its balance sheet and emerge from
Chapter 11. It has signed a Stock Purchase Agreement with an
investment group sponsored by Cerberus Capital Management L.P. and
Oaktree Capital Management LLC under which they have committed to
invest $175 million in the Company. Cerberus and Oaktree are
investment management companies and the two largest holders of
unsecured claims in Formica's Chapter 11 case. The Company has
received the support of its secured lenders for the transaction
with Cerberus and Oaktree.

Under the Stock Purchase Agreement, the equity investment by
Cerberus and Oaktree will be the basis for the Company's Plan of
Reorganization. Formica also said that it has submitted this
agreement to the Bankruptcy Court for approval and, if necessary,
procedures for entertaining higher or better offers. Formica said
it expected to emerge from Chapter 11 before the end of the first
quarter of 2004.

                $350 Million Reduction in Debt

The proposed Plan of Reorganization to be implemented in
conjunction with the Stock Purchase Agreement would provide for a
reduction in the outstanding amount of the Company's secured bank
debt from over $300 million to approximately $127 million,
utilizing $173 million of the $175 million investment.  The Plan
would also provide for the elimination of $215 million in pre-
Chapter 11 unsecured bond debt. Pursuant to the proposed Plan,
Formica would emerge from Chapter 11 with less than $150 million
in debt on a consolidated basis and $175 million in equity,
compared to over $500 million in debt at the time of the Chapter
11 filing in March 2002. Shareholders of the holding companies
that now own Formica would not receive or retain any value under
the proposed Plan of Reorganization. General unsecured creditors
would have the option of receiving either their ratable share of
$12.775 million in cash (resulting in an estimated 11.9%
distribution on their allowed claims) or the right to participate
in a rights offering to purchase their ratable share of up to
$87.5 million in equity of the reorganized company.
Implementation of the Plan is conditioned on confirmation by the
Bankruptcy Court.

"This is a very important and exciting day for Formica," said
Formica President and Chief Executive Officer Frank A. Riddick,
III. "We are well on our way to resolving the balance sheet
problem that necessitated our seeking relief under Chapter 11. The
new investment and resulting reduction of the Company's debt level
and interest expense will allow us to focus our financial
resources on improving product offerings and operational
capabilities, thereby allowing Formica to maintain and enhance its
competitive position and better serve customers' needs in a
challenging marketplace. The substantial investment by Cerberus
and Oaktree is a tremendous vote of confidence in the company, its
products and dedicated employees."

Mr. Riddick also noted that in 2002, despite a weak worldwide
economy, Formica achieved results very close to its EBITDA targets
(earnings before interest, taxes, depreciation and amortization),
that it had substantially improved its service and delivery rates,
and set safety records at all of its U.S. factories.

Formica Corporation was founded in 1913, and is the preeminent
worldwide manufacturer and marketer of decorative surfacing
materials, including high-pressure laminate, solid surfacing
materials and laminate flooring.

DebtTraders says that Formica Corp.'s 10.875% bonds due 2009
(FORC09USR1) are trading at about 18 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=FORC09USR1for
real-time bond pricing.


FRIEDE GOLDMAN: Files Chapter 11 Plan and Disclosure Statement
--------------------------------------------------------------
Friede Goldman Halter, Inc. (OTCBB:FGHLQ) has filed its Chapter 11
Plan and Disclosure Statement with the Bankruptcy Court on
Tuesday, June 11, 2003. The Plan and Disclosure Statement relate
to FGH and certain of its debtor affiliates, and have been jointly
proposed by the Debtors and the Official Unsecured Creditors'
Committee.

"The Debtors now have a plan developed cooperatively with the
Official Unsecured Creditors' Committee to conclude the Chapter
Eleven cases and establish and implement the mechanism by which
the proceeds of the Debtors' assets will be distributed to
creditors," said Hugh Ray, Esq., at Andrews & Kurth, attorney for
the Debtors.


GREENWICH CAPITAL: S&P Rates 6 Note Classes at Low-B Levels
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Greenwich Capital Commercial Funding Corp.'s $1.2
billion commercial mortgage pass-through certificates series
2003-C1.

The preliminary ratings are based on information as of June 13,
2003. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
fiscal agent, the economics of the underlying loans, and the
geographic and property type diversity of the loans. Classes A-1,
A-2, B, and C are currently being offered publicly. The remaining
classes are being offered privately. Standard & Poor's analysis
determined that, on a weighted average basis, the pool has a debt
service coverage ratio of 1.48x, a beginning loan-to-value ratio
of 87.3%, and an ending LTV of 75.8%.

               PRELIMINARY RATINGS ASSIGNED
          Greenwich Capital Commercial Funding Corp.

          Class            Rating       Amount (mil. $)
          -----            ------       ---------------
          A-1              AAA              533,320,000
          A-2              AAA              442,863,000
          B                AA                41,054,000
          C                AA-               15,205,000
          D                A+                18,247,000
          E                A                 18,246,000
          F                A-                10,644,000
          G                BBB+              15,205,000
          H                BBB               19,767,000
          J                BBB-              18,247,000
          K                BB+               15,205,000
          L                BB                15,205,000
          M                BB-                7,603,000
          N                B+                 6,082,000
          O                B                  9,123,000
          P                B-                 6,083,000
          Q                N.R.              24,328,000
          XP               AAA                      N/A
          XC               AAA                      N/A

               N/A -- Not applicable.


INTERNATIONAL PAPER: Appoints Newland Lesko as Exec. Vice-Pres.
---------------------------------------------------------------
International Paper (NYSE: IP) President John Faraci announced the
appointment of Newland Lesko as executive vice president,
effective immediately.  In his new role, Lesko will be responsible
for the implementation of company-wide manufacturing initiatives
and technology.

"This appointment will contribute significantly to achieving our
goal of becoming a world-class company by taking our operational
excellence driver to the next level.  With his many years of
experience, Newland is uniquely qualified to take on this new
assignment.  He knows our manufacturing process from top to bottom
and has consistently produced outstanding results," said Faraci.

Lesko currently serves as senior vice president, industrial
packaging and as chairman of the company's Manufacturing
Leadership Council.  Since joining International Paper in 1967,
Lesko's career has included a number of manufacturing and business
assignments of increasing responsibility.  Lesko holds a
bachelor's degree from Colby College.

International Paper -- http://www.internationalpaper.com-- is the
world's largest paper and forest products company. Businesses
include paper, packaging, and forest products. As one of the
largest private forest landowners in the world, the company
manages its forests under the principles of the Sustainable
Forestry Initiative(R) (SFI(SM)) program, a system that ensures
the continual planting, growing and harvesting of trees while
protecting wildlife, plants, soil, air and water quality.
Headquartered in the United States, International Paper has
operations in over 40 countries and sells its products in more
than 120 nations.

As previously reported, Standard & Poor's Ratings Services
assigned its 'BB+' preferred stock ratings to International
Paper Co.'s $6 billion mixed shelf registration.


INTERTAPE POLYMER: Cease Trade Order Lifted & Trading Resumes
-------------------------------------------------------------
Intertape Polymer Group Inc. (NYSE:ITP)(TSX:ITP) was informed that
trading of its common shares outstanding on the Toronto Stock
Exchange and the New York Stock Exchange resumed on June 13, 2003.
The Quebec Securities Commission had lifted the cease trade order
it issued Thursday last week in respect of Intertape Polymer Group
Inc. The Company took all necessary corrective actions to bring
its file up to date with the QSC.

Intertape Polymer Group is a recognized leader in the development
and manufacture of specialized polyolefin plastic and paper based
packaging products and complementary packaging systems for
industrial and retail use. Headquartered in Montreal, Quebec and
Sarasota/Bradenton, Florida, the Company employs approximately
2,600 employees with operations in 19 locations, including 15
manufacturing facilities in North America and one in Europe.

                            *   *   *

As reported in Troubled Company Reporter's December 27, 2002
edition, Intertape Polymer Group announced that an agreement was
reached with its bankers and the holders of its senior secured
notes with respect to certain covenants in its bank indebtedness
and credit facilities.

The Company further said, "The Company's effective debt reduction
program gave our bankers and noteholders the confidence to relax
the financial covenant requirements. We have completed our capital
expenditure programs and are now focused on maximizing all aspects
of debt reduction and plant utilization. This will result in lower
interest costs as the Company draws upon less costly bank
facilities and reduces the various interest rate spreads over both
prime and LIBOR. The $17 million cost reduction programs announced
this past September are well underway. These programs should be
completed by June 2003."


IPSCO INC: Prices Proposed Private Placement of Senior Notes
------------------------------------------------------------
IPSCO Inc. (NYSE: IPS; Toronto) has priced a private offering of
US$200 million of 8.75% Senior Unsecured Notes due 2013. The
closing of the offering is expected to take place on June 18,
2003.

The notes will be offered at par and will result in net proceeds,
before transaction costs, of approximately US$195.5 million. IPSCO
will use the net proceeds to repay debt under its credit facility,
to redeem its 10.58% Unsecured Notes, and for general corporate
purposes. IPSCO may also use a portion of this offering to redeem
its preferred shares when they become callable on May 15, 2004.

The Senior Notes have not been registered under the U.S.
Securities Act of 1933, and may not be offered or sold in the
United States absent such registration or an applicable exemption
from registration requirements. The issuance will be offered to
qualified institutional buyers in reliance on Rule 144A under the
Securities Act and outside the United States in compliance with
Regulation S under the Securities Act.

IPSCO is a North American steel producer incorporated in Canada
with steel works in Regina, Saskatchewan; Montpelier, Iowa; and
Mobile County, Alabama having a combined annual designed capacity
of 3,500,000 tons and with coil processing facilities in Regina,
Saskatchewan; Surrey, British Columbia; St. Paul, Minnesota;
Toronto, Ontario; and Houston, Texas.  IPSCO also manufactures
high strength steel and pipe and operates pipe mills at six
locations in Canada and the United States, which provide a wide
range of tubular products including oil and gas well casing and
tubing, line pipe, standard pipe and hollow structurals.

As reported in Troubled Company Reporter's June 4, 2003 edition,
Standard & Poor's Ratings Services assigned its 'BB+' rating to
steel producer IPSCO Inc.'s planned US$150 million senior
unsecured notes, due 2013.

At the same time, the ratings outstanding on the Regina, Sask.-
based company, including the 'BB+' long-term corporate credit
rating, were affirmed. The outlook is stable.

The ratings on IPSCO reflect its fair business position as a
competitive, low-cost, minimill steel producer of coil and plate
for industrial users, and tubular goods for the energy industry.
The ratings are offset by a weakened financial profile stemming
from an extended period of difficult steel conditions,
particularly in the market segments that IPSCO serves.

In addition, IPSCO's debt level has increased from the
construction of two new steel mills in recent years, in
Montpelier, Iowa, and Mobile, Ala.

The outlook for the company's markets remains mixed.


ISLE OF CAPRI: Will Publish Fiscal Fourth Quarter Results Thurs.
----------------------------------------------------------------
Isle of Capri Casinos, Inc. (Nasdaq: ISLE) will release its fourth
quarter results on Thursday, June 19, 2003, and will host a
conference call and simultaneous webcast on Friday, June 20, 2003
at 9:30 a.m. central time.

The conference call will consist of a review of the fourth quarter
results and other statements by management including business and
company trends that will be followed by a question and answer
session.

The toll free telephone number to access the call for the U.S. is
800-230-1085.  The international telephone number to access the
call is 612-288-0318.  The conference call reference number is
688580.

The investor's conference call will be recorded and available for
review starting at 12:15 p.m. on Friday, June 20, 2003 until
midnight on Tuesday, June 24, 2003 by dialing 800-475-6701
(international:  320-365-3844) and access number 688580.

The live web cast will be accessible at
http://www.firstcallevents.com/service/ajwz383304380gf12.htmlor
on Isle of Capri's Web site at http://www.islecorp.com  Please
log on to either web site approximately ten minutes prior to the
call to register and download and install any necessary audio
software.  Following the call's completion, a replay will be
available on-demand at the website through July 20, 2003.

Isle of Capri Casinos, Inc. owns and operates 15 riverboat,
dockside and land-based casinos at 14 locations, including Biloxi,
Vicksburg, Lula and Natchez, Mississippi; Bossier City and Lake
Charles (two riverboats), Louisiana; Black Hawk (two land-based
casinos) and Cripple Creek, Colorado; Bettendorf, Davenport and
Marquette, Iowa; and Kansas City and Boonville, Missouri.  The
company also operates Pompano Park Harness Racing Track in Pompano
Beach, Florida.

As reported in Troubled Company Reporter's February 3, 2003
edition, Standard & Poor's Ratings Services assigned its 'B+'
rating to Isle of Capri Black Hawk LLC's $210 million senior
secured credit facility.

In addition, Standard & Poor's assigned its 'B+' corporate credit
rating to the Black Hawk, Colo.-based company. The outlook is
stable.

Isle of Capri Black Hawk is 57% owned by Isle of Capri Casinos
Inc., (BB-/Stable/--) and 43% by Nevada Gold & Casinos Inc.
(unrated entity). Upon consummation of the pending acquisition,
the company will own and operate two casino properties in Black
Hawk (Isle Black Hawk and Colorado Central Station; CCS) and one
in Cripple Creek, Colo.


KAISER ALUMINUM: Seeks Nod for Fifth Amendment to DIP Financing
---------------------------------------------------------------
Kaiser Alumina Australia Corporation, a wholly owned subsidiary of
Kaiser Aluminum & Chemical Corporation, owns a 20% interest in
Queensland Alumina Limited, a Queensland, Australia corporation.
QAL owns and operates an alumina refinery in Queensland, Australia
for the purpose of refining bauxite into alumina on a toll basis
for its owners.  Pursuant to several agreements, the QAL
Participants -- QAL owners -- are required to:

   (a) take their ownership shares -- 20%, or 730,000 metric tons
       per year, in the case of Kaiser Australia -- of QAL's
       output and pay tolling charges equal to their ownership
       shares of its costs including depreciation and interest;
       or

   (b) pay standby charges.

The tolling charges are collected by QAL only to the extent of its
cash requirements.  Under the QAL Agreements, Kaiser Australia is
also unconditionally obligated to advance funds as necessary to
fund QAL's bauxite freight charges and working capital and capital
spending requirements.  Kaiser Aluminum guaranteed Kaiser
Australia's performance under the QAL Agreements.

Historically, QAL financed its capital expenditure requirements
through the issuance of debentures to international financial
institutions.  QAL currently has outstanding two series of
debentures -- $160,000,000 under Series W and $85,000,000 under
Series X, for a total of $245,000,000.  The Series W financing
matures in July 2003 and the Series X financing matures in 2006.

For the past several months, the Debtors have been negotiating
with the other, non-Debtor QAL Participants regarding terms on
which the Non-Kaiser Participants would be willing to proceed with
further financing for QAL.  The financing would consist of QAL (i)
drawing down $70,000,000 of the remaining availability under the
existing Series X financing commitments and (ii) issuing a new
series of debentures called Series Z for $145,000,000.

Based on the negotiations that had taken place, the Debtors sought
the Court's authority to provide the Non-Kaiser Participants with
various assurances and protections they requested in order to
permit the additional QAL financing to proceed.  Among other
things, the Debtors proposed to assume certain of the QAL
Agreements and grant the Non-Kaiser Participants superpriority
administrative expense status for any claims arising from any
payment default under those agreements.

But Bank of America, NA, on behalf of itself and the DIP lenders,
contested the Debtors' request in order to preserve their rights
under the DIP Credit Agreement.  Bank of America indicated that
the granting of superpriority administrative expense status to QAL
claims would create an event of default under the DIP Credit
Agreement.

Consequently, the Debtors and Bank of America entered into a side-
letter agreement, that provided, among other things, that the
Debtors would not request a hearing on the QAL Financing Motion or
otherwise proceed with the QAL Financing without Bank of America's
prior consent.  Negotiations also occurred among the Debtors, Bank
of America and the Non-Kaiser Participants regarding a form of
order granting the QAL Financing Motion that was acceptable to all
parties.

After months of negotiations, the parties agreed to a draft order
granting the QAL Financing Motion.  At the same time, the Debtors
and Bank of America decided to amend the DIP Agreement to
incorporate the Agreed QAL Order.  The Fifth Amendment:

   -- provides for the express consent of Bank of America and the
      other DIP lenders to the entry of the Agreed QAL Order;

   -- provides that the Debtors' failure to make any payment
      under the QAL Agreements within 30 days of the due date
      constitutes an event of default under the DIP Credit
      Agreement; and

   -- requires the Debtors to provide notice to the DIP lenders
      of any payment default under the QAL Agreements within two
      business days after the default.

Bank of America's consent to the Agreed QAL Order is subject to
the Court's approval of the Fifth Amendment.

Entering into the Fifth Amendment is reasonable, the Debtors
contend.  The Fifth Amendment will permit the Debtors to proceed
with the proposed QAL financing, which is low-cost, and will
provide them with $43,000,000 in additional liquidity by reducing
cash calls from QAL that they would otherwise have to meet.

Convinced by the arguments, the Court authorized the Debtors to
enter into the Fifth Amendment to the DIP Financing.  The Debtors
are also permitted to pay to Bank of America $700,000 in related
amendment fees. (Kaiser Bankruptcy News, Issue No. 28; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

Kaiser Aluminum & Chemicals' 12.750% bonds due 2003 (KLU03USR1)
are trading at about 6 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=KLU03USR1for
real-time bond pricing.


LARRY'S STANDARD BRAND: UST Names Official Creditors' Committee
---------------------------------------------------------------
The United States Trustee for Region 6 appointed five members to
an Official Committee of Unsecured Creditors in Larry's Standard
Brand Shoes, Inc.'s Chapter 11 cases:

       1. Matthew N. Johnson, Treasurer
          Genesco Inc.
          Genesco Park, Suite 388
          P.O. Box 731
          Nashville, Tennessee 37202-0731
          615-367-8505
          615-367-8179 Fax
          mjohnson@genesco.com

       2. Anthony P. Tempesta CCE
          Director of Credit
          Reebok International
          1895 J.W. Foster Blvd.
          Canton, Massachusetts 02021
          781-401-4918
          781-401-7567 Fax
          anthony.tempesta@reebok.com

       3. Michael Levesque, Collections Manager
          New Balance Athletic Shoe, Inc.
          Brighton Landing
          20 Guest St.
          Boston, Massachusetts 02135-2088
          617-783-4000
          617-783-7050 Fax
          www.newbalance.com

       4. John K. Cockrell
          Cockrell Printing Company
          P.O. Box 1568
          Ft. Worth, Texas 76101
          817-336-0571
          817-654-3719 Fax
          j.cockrell@cockrellprinting.com

       5. Dorothy M. Morris, CCE, CAE
          Director of Credit
          Wolverine World Wide, Inc.
          9341 Courtland Dr. N E
          Rockford, MI 49351
          616-866-6203
          1-800-888-6142 Fax
          morrisdo@wwwinc.com

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense. They may investigate the Debtors' business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent. Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest. If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee. If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Larry's Standard Brand Shoes, Inc., is in the business of retail
sales of men's shoes and accessories.  The Company filed for
chapter 11 protection on June 3, 2003 (Bankr. N.D. Tex. Case No.
03-45283).  J. Robert Forshey, Esq., at Forshey and Prostok,
represents the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$8,836,861 in total assets and $10,782,378 in total debts.


LEAR CORP: Stays On Track to Meet or Exceed Q3 Earning Guidance
---------------------------------------------------------------
Lear Corporation (NYSE: LEA) announced that its overall business
continues to be strong and it is on track to meet or surpass
previously stated 2003 second-quarter earnings guidance.  Lear's
full-year outlook remains unchanged.

On April 16, 2003, Lear provided second-quarter earnings guidance
of between $1.20 and $1.30 per share, compared to $1.27 per share
in the year-earlier second quarter.  For the full-year 2003, Lear
estimated earnings to be in the range of $4.85 to $5.25 per share.

"Although several North American and European automakers have cut
second-quarter production schedules, we incorporated these actions
in our prior earnings guidance," said David C. Wajsgras, Lear
Senior Vice President andChief Financial Officer.  "In the tough
environment the automotive industry is facing, our focus continues
to be on providing superior service to our customers and
delivering on our financial commitments."

As previously announced, Lear will report second-quarter financial
results 5and update full-year earnings guidance on July 17, 2003.

Lear Corporation (S&P/BB+/Positive), a Fortune 500 company
headquartered in Southfield, Mich., USA, focuses on integrating
complete automotive interiors, including seat systems, interior
trim and electrical systems.  With annual net sales of $14.4
billion in 2002, Lear is the world's largest automotive interior
systems supplier.  The company's world-class products are
designed, engineered and manufactured by 115,000 employees in more
than 280 facilities located in 33 countries.  Additional
information about Lear and its products is available on the
Internet at http://www.lear.com

The Company's December 31, 2002 balance sheet shows that total
current liabilities exceeded total current assets by about $538
million.


MARYLEBONE ROAD: S&P Puts BB- Class A-3 Rating on Watch Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
Marylebone Road CBO 2 Ltd.'s class A-1, A-2, and A-3 tranches of
credit-linked notes due 2011 on CreditWatch with negative
implications.

The rating action follows six declared credit events, final
valuations of those defaulted obligations, and further
deterioration of credit quality that has occurred in the
underlying $1.5 billion reference portfolio.

The rating action reflects the credit quality of the reference
credits, the level of credit enhancement provided by
subordination, and Marylebone Road CBO 2 Ltd.'s ability to meet
its payment obligations as issuer of the credit-linked notes.

    RATINGS PLACED ON CREDITWATCH WITH NEGATIVE IMPLICATIONS
                  Marylebone Road CBO 2 Ltd.

               Class                  Rating
               -----                  ------
               A-1                    AAA
               A-2                    A
               A-3                    BB-


MDC CORP: Intends to Acquire Up to $5MM of 7% Conv. Debentures
--------------------------------------------------------------
MDC Corporation Inc., of Toronto announced that The Toronto Stock
Exchange has accepted a notice filed by MDC of its intention to
make a normal course issuer bid to acquire up to $4,996,700
principal amount of the 7% Subordinated Unsecured Convertible
Debentures, representing approximately 10% of the public float of
its issued Debentures through the facilities of the Exchange.
Purchases under the issuer bid may commence on June 17, 2003, and
will end no later than June 16, 2004. Currently, MDC has
$50,000,000 principal amount of Debentures outstanding.

The Board believes that MDC's Debentures are an excellent
investment for MDC, particularly at recent trading levels. This
initiative demonstrates MDC's confidence in its growth strategies
and its ongoing commitment to enhance shareholder value. Any
Debentures repurchased will be cancelled.

MDC has not purchased any of its Debentures within the twelve
months preceding the date of the notice.

MDC is a publicly traded international business services
organization with operating units in Canada, the United States,
United Kingdom and Australia. MDC provides marketing communication
services, through Maxxcom, and offers security sensitive
transaction products and services in four primary areas:
personalized transaction products such as personal and business
cheques; electronic transaction products such as credit, debit,
telephone & smart cards; secure ticketing products, such as
airline, transit and event tickets, and stamps, both postal and
excise. MDC shares are traded on the Toronto Stock Exchange under
the symbol MDZ.A and on NASDAQ National Market under the symbol
MDCA.

Maxxcom, a subsidiary of MDC, is a multi-national business
services company with operating units in Canada, the United States
and the United Kingdom. Maxxcom is built around entrepreneurial
partner firms that provide a comprehensive range of communications
services to clients in North America and the United Kingdom.
Services include advertising, direct marketing, database
management, sales promotion, corporate communications, marketing
research, corporate identity and branding, and interactive
marketing. Maxxcom shares are traded on the Toronto Stock Exchange
under the symbol MXX.

MDC, at March 31, 2003, disclosed a working capital deficit of
about CDN$4.6 million.


MCSI: US Trustee Sets Sec. 341(a) Creditors Meeting for June 25
---------------------------------------------------------------
The United States Trustee will convene a meeting of MCSi, Inc.,
and its debtor-affiliates' creditors on June 25, 2003, at 10:00
a.m., at 300 W. Pratt, Number 375, Baltimore, Maryland 21201. This
is the first meeting of creditors required under 11 U.S.C. Sec.
341(a) in all bankruptcy cases.

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

MCSi, Inc., provider of Audio/Visual products and systems
integration services, filed for chapter 11 protection on June 3,
2003 (Bankr. Md. Case No. 03-80169).  Aryeh E. Stein, Esq., Paul
Nussbaum, Esq., Martin T. Fletcher, Esq., and Dennis J. Shaffer,
Esq., at Whiteford, Taylor & Preston LLP, represent the Debtors in
their restructuring efforts.  When the Company filed for
protection from its creditors, it listed $181,058,000 in total
assets and $155,590,000 in total debts.


MESA AIR GROUP: Inks LOI for Sale & Management of $85M Inventory
----------------------------------------------------------------
Mesa Air Group, Inc. (Nasdaq: MESA) has entered into a letter of
intent with LogisTechs Inc., an affiliate of GE Capital Aviation
Services for the sale, repair and management of the Company's
aircraft spare parts inventory.  Under the letter of intent
LogisTechs will purchase $45 million in existing spare parts
inventory and provide funding for up to approximately $40 million
of additional inventory required for Mesa's planned regional jet
fleet growth.  LogisTechs will also provide overall management,
planning and logistics support for Mesa's spare parts requirements
and Rockwell Collins Aviation Services (NYSE: COL) will be
responsible for managing the spare parts repair process.  The
arrangement will cover all of Mesa's regional jets as well as its
Dash 8-200 turboprop aircraft.  Mesa currently operates 40 50-seat
CRJ-200s, 32 50-seat ERJ-145s, 10 64-seat CRJ-700s, 3 80-seat CRJ-
900s and 12 37-seat Dash 8-200s.  The Company has an additional 5
CRJ-700s and 22 CRJ-900s on firm order which will also be covered
under this agreement.  The transaction, which remains subject to
final documentation, will be for a period of 10 years.

"This agreement will allow Mesa to dramatically reduce the capital
we have tied up in our spare parts inventory as well as future
amounts required to maintain proper inventory levels for our
planned regional jet growth," said Jonathan Ornstein, Mesa's
Chairman and CEO.  "Furthermore, while the Agreement will provide
Mesa with predictable and low costs for the repair and
provisioning of our parts inventory, we are also guaranteed high
levels of service reliability."

Mesa currently operates 139 aircraft with 980 daily system
departures to 153 cities, 37 states, the Bahamas, Canada and
Mexico.  It operates in the West and Midwest as America West
Express, the Midwest and East as US Airways Express, in Denver as
Frontier JetExpress, in Kansas City with Midwest Express Airlines
and in New Mexico as Mesa Airlines.  The Company, which was
founded in New Mexico in 1982, has approximately 3,300 employees.
Mesa is a member of the Regional Airline Association and Regional
Aviation Partners.


NAMIBIAN MINERALS: Won't Resume Operations Due to Lack of Funds
---------------------------------------------------------------
Namibian Minerals Corporation said that, as a result of its
inability to fund its working capital requirements since November
2002, there is no prospect of Namco and its subsidiaries resuming
operations as a going concern. The asset owning and operating
companies in the Group are being wound up and the liquidators are
progressing the sale of the Group's companies and/or assets. There
appears to be little prospect of any dividend accruing to the
Group's unsecured creditors and shareholders.

During February 2003 the liquidators of the various Namco
companies invited offers for the Group's assets. Neither Namco,
nor its board of directors were consulted or included in this
process.

Further, Namco was not advised of the details of the bidding
process. No details of the offers received by the liquidators were
provided to the board. Namco has approached the liquidators and
requested details of the bidding process, bids considered and the
basis upon which the successful bidders were determined. Such
information has been refused.

Namco has, however, been advised that two successful bidders had
emerged, namely De Beers, in respect of the Namco Mark II mining
tool and plant and equipment on board the mv "Ya Toivo", and LL
Mining Corporation BV, in respect of the Namibian diamond
concessions, the NamSSol mining tool, the plant and equipment on
board the mv "Kovambo", the Wirth drill and mining plant and
equipment on board the mv "Zacharias", as well as the mv "Namibian
Gem".

Both bids were subject to the conclusion of written agreements.
The De Beers transaction has now been concluded. The liquidators
and LLMC have now commenced negotiations with a view to finalizing
the latter transaction.

Once the present negotiations are concluded and monies are paid to
the various provisional liquidators, normal winding up procedures
will follow. Given that the Group's assets are in the control of
the various liquidators and that the Board is unable to control
the process in any way the Directors intend resigning in the near
future. The liquidation process is ongoing and will take some
months to finalize.


NATIONAL CENTURY: NPF X Selling Dickenson Hospital for $1.7 Mil.
----------------------------------------------------------------
According to Joseph M. Witalec, Esq., at Jones, Day, Reavis &
Pogue, in Columbus, Ohio, NPF X, Inc., owns Dickenson County
Medical Center in Clintwood, Virginia.  CHC Clintwood, Inc.,
operated the Dickenson Hospital pursuant to an Operating Lease, by
and between CHC and NPF X.  In December 2002, CHC vacated and
closed the Dickenson Hospital.  Subsequently, NPF X terminated the
Lease based on CHC's multiple uncured defaults under the Lease.

Since then, NPF X has been looking for potential buyers qualified
to purchase Dickenson Hospital.  After extensive negotiations, NPF
X and Dickenson County Industrial Development Authority, a
political subdivision of the Commonwealth of Virginia, have
entered into an Agreement of Sale and Purchase.

Accordingly, NPF X asks the Court to approve the Dickenson
Hospital sale to Dickenson County IDA, pursuant to the terms and
conditions set forth in the Sale Agreement and subject to higher
and better offers received through competitive bidding procedures.

The primary terms of the Sale Agreement are:

A. Assets Sold

    The Sale Agreement provides for the sale of the real property
    relating to Dickenson Hospital, all of NPF X's right, title
    and interest, if any in and to the personal property relating
    to Dickenson Hospital and, to the extent transferable, all of
    NPF X's right, title and interest, if any, in and to:

    (1) all warranties upon the improvements to the Dickenson
        Hospital or the personal property;

    (2) any plans, specifications, engineering studies, reports,
        drawings and prints relating to the construction,
        reconstruction, modification and alteration of the
        improvements; and

    (3) the licenses, relating to the Dickenson Hospital's
        operation.

B. Purchase Price

    The purchase price for the Property will be $1,775,000,
    payable at closing, subject to certain adjustments.

C. Deposit

    Within three business days after the execution of the Sale
    Agreement, Dickenson County will deposit via wire transfer
    $50,000 in immediately available funds with an escrow agent.
    The Deposit is non-refundable, except as provided in the Sale
    Agreement.  Interest earned on the Deposit will be considered
    part of the Deposit and will be deemed to have been earned
    by, and constitute income of, Dickenson County IDA.  The
    Deposit will be applied against the Purchase Price on the
    closing date.

D. Prorations and Closing Costs

    The Sale Agreement contains provisions for the proration, as
    of the day prior to closing, of real estate and personal
    property taxes and utility bills payable by the Property
    owner.  A preliminary proration will be made at the closing,
    with a final proration to be conducted not more than 120
    days after the closing, when final bills are available.
    NPF X may also receive a credit for reasonable capital
    expenditures made between the entry into the Sale Agreement
    and the closing; provided, however, that the amount of this
    credit may not exceed $10,000 without the Dickenson County
    IDA's prior written consent.

E. Assumption of Obligations

    At the closing, Dickenson County IDA will:

    (1) assume and perform all obligations relating to the
        physical and environmental condition of the Property,
        regardless of whether these obligations arose before, on
        or after the closing date; and

    (2) assume and agree to discharge, perform and comply with
        each and every liability, duty, covenant, debt or
        obligation, if any, of NPF X or any of its affiliates:

        -- resulting from, arising out of, or in any way related
           to the disclosure items set forth in the Sale
           Agreement, past, present or future, known or unknown,
           and

        -- resulting from, arising out of or in any way related to
           the Property and arising before, on or after the
           closing date.

F. Due Diligence

    Commencing on the date on which the parties executed the Sale
    Agreement, and continuing for a period for 30 days thereafter,
    Dickenson County IDA will be able to conduct examinations,
    inspections, testing, studies and investigations of the
    Property.  The due diligence will be at Dickenson County IDA's
    expense.

G. Financing Contingency

    From and after May 29, 2003, Dickenson County IDA will at
    all times, until the sale closing of the Dickenson Hospital
    is consummated, have either:

    (1) sufficient unencumbered cash; or

    (2) an irrevocable and unconditional enforceable written
        commitment, in form and substance acceptable to NPF X, in
        an amount that will enable Dickenson County IDA to pay the
        Purchase Price and consummate the transaction contemplated
        by the Sale Agreement.

H. Title Insurance

    At the closing, a title insurance policy will be issued to
    Dickenson County IDA by Lawyers Title Insurance Company
    providing that the Real Property vests in Dickenson County
    IDA, except for permitted exceptions.

I. Closing

    The closing of the Dickenson Hospital Sale will be made in
    escrow at the escrow agent's office on the date that is
    three business days after the Court Order approving the sale
    of the Dickenson Hospital becomes final and unappealable or
    at another date and time as both parties may mutually agree
    in writing.

The offer made by Dickenson County IDA embodied in the Sale
Agreement represents the best offer received to date, after a
five-month search period for a buyer.  Mr. Witalec assures the
Court that the parties to the Sale Agreement have acted in good
faith.

Moreover, the Debtors seek to sell the Dickenson Hospital to the
Purchaser or to the Successful Bidder free and clear of any and
all liens, claims, encumbrances or other interests.  The Debtors
believe that any holder of a Lien on the Property, if any, could
be compelled to accept a monetary satisfaction of its existing
Lien.  The Debtors further propose that all Liens, if any, attach
to the sale proceeds, with the same validity and priority as
existed immediately prior to the sale. (National Century
Bankruptcy News, Issue No. 18; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


NII HOLDINGS: Hires PricewaterhouseCoopers to Replace Deloitte
--------------------------------------------------------------
On May 19, 2003, the Audit Committee of the Board of Directors of
NII Holdings, Inc., engaged PricewaterhouseCoopers LLP as the
Company's new independent accountants to replace Deloitte & Touche
LLP. The Audit Committee decided to solicit proposals from
independent accounting firms, including Deloitte & Touche LLP,
prior to the commencement of the audit for NII's fiscal year
ending December 31, 2003. After receiving these proposals and
considering a variety of factors, the Audit Committee voted to
dismiss Deloitte & Touche LLP and engage PricewaterhouseCoopers
LLP as the Company's new independent accountants.

The report of Deloitte & Touche LLP on the consolidated financial
statements of the Company for the year ended December 31, 2001 was
modified to reflect the existence of certain conditions that
raised substantial doubt about the Company's ability to continue
as a going concern.


NRG ENERGY: Look for Schedules and Statement by June 30, 2003
-------------------------------------------------------------
NRG Energy, Inc., and its debtor-affiliates have prepared, and
will make available upon request, a consolidated list of all of
their creditors, including addresses, with their petitions in
accordance with the Court's Amended General Order M-138.  The
Debtors, therefore, have 15 days from the Petition Date in which
to file their Schedules of Assets and Liabilities and Statements
of Financial Affairs.

But James H.M. Sprayregen, Esq., at Kirkland & Ellis, in New York,
explains that the Debtors are not yet ready to file their
Schedules and Statements.

Thus, by this motion, the Debtors seek:

    (a) an additional 15-day extension for filing the Schedules
        and Statements for four of the Debtors, NRG, NRG Power
        Marketing, Inc., NRG Capital LLC and NRG Finance Company I
        LLC; and

    (b) an additional 30-day extension for filing the Schedules
        and Statement for the other 22 Debtors.

Mr. Sprayregen asserts that the substantial size, scope and
complexity of these cases and the massive volume of material that
must be compiled and reviewed by the Debtors' limited staff to
complete the Schedules and Statements for each of the Debtors
during the hectic early days of these Chapter 11 cases provides
ample "cause" justifying, if not compelling, the requested
extension.

                           *     *     *

After due deliberation, Judge Beatty extends the Debtors' deadline
to file their Schedules and Statements through and including June
30, 2003, without prejudice to the Debtors' right to seek further
extensions of the deadline upon a showing of cause. (NRG Energy
Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service, Inc.,
609/392-0900)

DebtTraders reports that NRG Energy Inc.'s 8.700% bonds due 2005
(XEL05USA1) are trading at about 42 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=XEL05USA1for
real-time bond pricing.


OAKWOOD HOMES: Fitch Takes Action on 6 Classes of Series 2000-D
---------------------------------------------------------------
As a result of the poor performance of the underlying collateral,
Fitch Ratings downgrades 3 classes and affirms 3 classes from
Oakwood Manufactured Housing, series 2000-D.

In March 2003 the subordinate classes of series 2000-D were
downgraded as a result of the poor performance of the underlying
collateral. 2000-D is performing worse than other Oakwood
transactions of a similar vintage. This is partially due to 2000-D
having the highest percentage of repossession-refinance (repo-
refi's) at issuance of any Oakwood transaction. Repo-refi's may
have been underwritten to looser standards than Oakwood's typical
production.

As of the May distribution, losses have increased from 9.41% in
March to 12.51%. Excess spread has not been sufficient to prevent
the most subordinate bond from experiencing losses and credit
enhancement has been eroded in recent months. The credit
enhancement for the A-2 - A-4 classes has declined from 35.72% in
March to 34.43% in May, but is still above the original credit
enhancement of 26%. Since March, the credit enhancement for the
classes M-1, M-2 and B-1 has declined from 23.42% to 20.41%,
12.65% to 8.93% and 5.45% to 1.27%, respectively.

Series 2000-D:

   --Classes A-2 to A-4 affirmed at 'AAA';
   --Class M-1 downgraded to 'BBB-' from 'A';
   --Class M-2 downgraded to 'B-' from 'BBB-';
   --Class B-1 downgraded to 'CCC' from 'B';
   --Class B-2 remains at 'C'.

Fitch will continue to closely monitor the performance of this
transaction.


OMNICARE INC: Completes Several Financing Transactions
------------------------------------------------------
Omnicare, Inc. (NYSE: OCR), has completed its offering of $250
million aggregate principal amount of 6-1/8% Senior Subordinated
Notes due 2013 at 100% of principal amount, its offering of
6,468,750 shares of common stock (including shares issued upon
exercise of the underwriters' over-allotment option) at $29.16 per
share for gross proceeds of approximately $189 million and its
offering, through a statutory trust formed by the Company, of $345
million aggregate principal amount (including securities issued
upon exercise of  the underwriters' over-allotment option) of
convertible trust preferred securities due 2033 (trust PIERS or
Preferred Income Equity Redeemable Securities).

The trust PIERS offer fixed cash distributions at a rate of 4.0%
per annum payable quarterly, a conversion price of $40.82 (a 40%
premium to the closing price of the common stock on the day the
offering was priced) and a contingent conversion right based on a
130% premium over the conversion price.  The trust PIERS will also
pay contingent distributions under certain circumstances.  In
connection with the senior subordinated notes offering, the
Company intends to enter into an interest rate swap contract to
exchange the fixed interest rate on the notes into variable
interest rate debt.

In connection with these offerings, the Company also completed a
new, four-year credit facility consisting of a $250 million term
loan and a $500 million revolving credit facility.  The Company
used the net proceeds from the senior subordinated notes offering
and borrowings of $250 million under the term loan portion of the
new credit facility to repay the balance of the Company's existing
credit facility of $474 million.  The Company will use a portion
of the net proceeds from the common stock offering and the net
proceeds from the trust PIERS offering to redeem the entire
outstanding $345 million aggregate principal amount of the
Company's 5% convertible subordinated debentures due 2007, and
remaining proceeds will be used for general corporate purposes.
The Company has notified the trustee that it will redeem all
outstanding 5% convertible debentures on July 14, 2003 at a price
of 102.5% of principal amount plus accrued interest.  The Company
may from time to time prior to the redemption date repurchase its
5% convertible debentures on the open market or in privately
negotiated transactions.

Lehman Brothers, JPMorgan, UBS Investment Bank, SunTrust Robinson
Humphrey, Wachovia Securities and CIBC World Markets acted as
underwriters for the senior subordinated notes offering.  Lehman
Brothers, JPMorgan, UBS Investment Bank, SunTrust Robinson
Humphrey, Wachovia Securities, CIBC World Markets and Thomas
Weisel Partners LLC acted as underwriters for the common stock
offering.  Lehman Brothers, Wachovia Securities, JPMorgan,
SunTrust Robinson Humphrey, UBS Investment Bank, CIBC World
Markets, Bear, Stearns & Co. Inc. and Thomas Weisel Partners LLC
acted as underwriters for the trust PIERS offering.  Copies of the
prospectus supplements and related shelf prospectus may be
obtained from Lehman Brothers Inc., c/o ADP Financial Services,
Integrated Distribution Services at 1155 Long Island, Edgewood, NY
11717, (631) 254-7106 or over the Internet from the Securities and
Exchange Commission's Web site at http://www.sec.gov

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

For more information on Omnicare, Inc., via the Internet,
including a full menu of news releases, visit
http://www.omnicare.com

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

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


ORIGEN FINANCIAL: Fitch Hatchets Class B-1 Note to BB from BBB
--------------------------------------------------------------
Fitch Ratings performed a review of Origen Financial, Inc.,
Manufactured Housing contracts, series 2001-A. Based on the
review, the following rating actions have been taken:

   --Classes A-3 to A-7 affirmed at 'AAA';
   --Class M-1 affirmed at 'AA';
   --Class M-2 affirmed at 'A';
   --Class B-1 is downgraded to 'BB' from 'BBB' and is removed
     from rating watch negative.

Origen Financial L.L.C. has been providing financing to borrowers
for the purchase of manufactured housing since 1996. Origen,
formerly named Dynex Financial, originated $191 million in 2002
and has a servicing portfolio of approximately $1.25 billion.
Origen has completed seven securitizations - five under the Merit
Securities name and two under the Origen name. Vanderbilt Mortgage
and Finance acted as the back-up servicer on both Origen
transactions.

Origen was recently recapitalized through an equity contribution
from several investors, including SUI TRS, Inc., a REIT subsidiary
of Sun Communities. Sun Communities is one of the largest owners,
operators and developers of manufactured housing communities in
the U.S. and is rated 'BBB' by Fitch.

In January 2003, the 'BBB' rated B-1 class was placed on rating
watch negative as a result of the transaction's performance. Since
January, the transaction's performance has continued to weaken.
The percentage of loans delinquent greater than 90 days, in
repossession and in bankruptcy has increased from 12.50% of the
pool's balance in January to 13.93% in May. During the same time
period, overcollateralization was reduced from 4.00% to 3.42%.
Origen continues to originate manufactured housing loans and has
maintained liquidation recovery rates better than the industry
average due to the company's dealer relationships and ability to
provide financing for purchasers of repossessed units. However,
the increase in delinquency and the reduction in
overcollateralization has created the need for rating action for
the transaction's most subordinate bond.


OXFORD INDUSTRIES: Acquires Viewpoint Int'l and Tommy Bahama
------------------------------------------------------------
Oxford Industries, Inc., (NYSE: OXM) has completed the previously
announced acquisition of all of the outstanding capital stock of
Viewpoint International, Inc., owner of the Tommy Bahama brand.

Oxford also announced that it entered into its new $275 million
secured senior credit facility, which has a 5 year term and bears
interest, at Oxford's option, at rates determined from time to
time based upon (1) the higher of the federal funds rate or the
applicable prime rate plus a spread or (2) LIBOR plus a spread.
Borrowings under the new senior secured credit facility are
subject to a borrowing base calculation based on the company's
inventories, real property and accounts receivable.

Oxford also announced that, in connection with the completion of
the Viewpoint acquisition, the net proceeds from its previously
announced and closed $200 million senior notes offering were
released from escrow.  The senior notes bear interest at an annual
rate of 8.875% and mature on June 1, 2011.  Oxford used the net
proceeds from this senior notes offering, together with limited
borrowings under its new senior credit facility and cash on hand,
to finance the cash portion of the purchase price for the
Viewpoint acquisition.

The senior notes were offered in an unregistered offering pursuant
to Rule 144A and Regulation S under the Securities Act of 1933.
The senior notes have not been registered under the Securities Act
of 1933 or the securities laws of any state, and may not be
offered or sold in the United States or outside the United States
absent registration or an applicable exemption from the
registration requirements under the Securities Act and any
applicable state securities laws.  Oxford intends to offer to
exchange the unregistered senior notes for substantially identical
registered senior notes.

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

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

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

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

The ratings outlook on Oxford is stable.

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


PAMECO CORP: UST Schedules First Creditors' Meeting for July 29
---------------------------------------------------------------
The United States Trustee will convene a meeting of Pameco
Corporation and its debtor-affiliates' creditors on July 29, 2003,
at 2:30 p.m., at the Office of the United States Trustee, 80 Broad
Street, Second Floor, New York, New York 10004-1408.  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.

Pameco Corporation distributes central air conditioners, heat
pumps, and furnaces, as well as walk-in coolers and ice machines.
The Company filed for chapter 11 protection on May 3, 2003 (Bankr.
S.D.N.Y. Case No. 03-13589).  Joseph Thomas Moldovan, Esq., at
Morrison Cohen Singer & Weinstein, LLP, leads the engagement team
in assisting the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed
estimated assets of over $10 million and estimated debts of over
$50 million.


PARK PLACE: Names Donna Graham President of Atlantic City Hilton
----------------------------------------------------------------
Park Place Entertainment Corporation (NYSE: PPE) named veteran
casino executive Donna Graham as the new president of the Atlantic
City Hilton. The appointment is effective upon regulatory
notification.

In her new role, Graham will oversee the operations of one of
Atlantic City's premier beachfront casino resorts, which features
more than 800 guest rooms, a 60,000-square foot casino, seven
restaurants, a lounge and a stunning view of the Atlantic Ocean.

Graham, who most recently served as executive vice president of
operations at Caesars Atlantic City, replaces former Atlantic City
Hilton President Leonard DeAngelo, who is resigning to pursue a
new business opportunity. DeAngelo will remain in his current
position until mid-July.

"Donna Graham is a skilled, imaginative and seasoned executive
whose significant experience in casino operations and finance has
well prepared her for this new assignment," said Park Place
President and Chief Executive Officer Wallace R. Barr. "We're
delighted that she's taking charge of the Hilton at this exciting
time in Atlantic City's history.

"We also want to thank Len DeAngelo for his energy and commitment
to the Hilton and to Park Place during the past two-and-a-half
years. We wish him the very best in his new endeavors," Barr
added.

"It's an exciting time to return to the Hilton," Graham said.
"We're in a perfect position to capitalize on Atlantic City's
transformation into a true destination resort, with the focus on
entertainment and recreation. With the Hilton's exceptionally
talented team of associates, we're going to continue to deliver
the very best that Atlantic City has to offer."

A longtime Park Place employee, Graham was named to the executive
vice president position at Caesars in December 2002. Previously,
Graham was chief financial officer for all of Park Place's
Atlantic City properties, including Bally's Atlantic City, Caesars
Atlantic City, the Atlantic City Hilton and the former Claridge
Casino, which has since merged with Bally's.

Before her appointment to the regional CFO position in January,
1997, Graham was vice president of finance at the Atlantic City
Hilton. She began her gaming career at the Hilton, then known as
the Golden Nugget, in 1985 as an internal auditor. She was
promoted to positions of increasing responsibility in the finance
group at the Hilton until she was named vice president.

A native of Hamilton Township, N.J., Graham was graduated from
Rider University in Lawrenceville, N.J., where she earned a
Bachelor of Science degree in accounting. She is a resident of
Ventnor, N.J.

Park Place Entertainment is one of the world's leading gaming
companies. Park Place owns, manages or has an interest in 27
gaming properties operating under the Caesars, Bally's, Flamingo,
Grand Casinos, Hilton and Paris brand names with a total of
approximately two million square feet of gaming space, 29,000
hotel rooms and 54,000 employees worldwide.

Additional information on Park Place Entertainment can be accessed
through the company's Web site at http://www.parkplace.com

As reported in Troubled Company Reporter's April 17, 2003 edition,
Fitch Ratings assigned a rating of 'BB+' to Park Place
Entertainment's proposed $300 million 7.0% senior notes due 2013.
Proceeds are to be used to repay a portion of outstandings under
the revolving credit facility. The Rating Outlook is Stable. The
ratings reflect PPE's large and diversified asset base,
significant cash flow generating capabilities and focused debt
reduction. Offsetting factors include the threat of significant
new competition in Atlantic City in the summer 2003 (where the
company derives 37% of its EBITDA), the uncertain turnaround at
Caesars Palace in Las Vegas, significant leverage, limited
visibility regarding near-term growth opportunities, likely new
gaming competition along states neighboring New Jersey, the impact
of tax increases from strapped state governments and the potential
for accelerated capital expenditures and/or debt-financed
acquisitions.


PHILIP SERVICES: Has Until July 14, 2003 to File Schedules
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas gave
Philip Services Corporation and its debtor-affiliates an extension
of time to file their schedules of assets and liabilities,
statements of financial affairs and lists of executory contracts
and unexpired leases required under 11 U.S.C. Sec. 521(1).  The
Debtors have until July 17, 2003 to file their Schedules and
Statements.

Philip Services Corporation, a holding company which owns directly
or indirectly a series of industrial and metals services companies
that operate throughout North America, filed for chapter 11
protection with its debtor-affiliates on June 2, 2003 (Bankr. S.D.
Tex. Case No. 03-37718).  John F. Higgins, IV, Esq., at Porter &
Hedges, represents the Debtors in their restructuring efforts.
When the Company filed for protection from its creditors, it
listed $613,423,000 in total assets and $686,039,000 in total
debts.


PRECISE IMPORTS: Wants to Use Up To $300,000 of Cash Collateral
---------------------------------------------------------------
Precise Imports Corporation asks the U.S. Bankruptcy Court for the
Southern District of New York for authority to dip into its
prepetition lender's cash collateral to finance its ongoing
business operation while reorganizing under chapter 11 of the
Bankruptcy Code.

The Debtor relates that it entered into an agreement with Banc of
America Strategic Solutions, Inc., that allows the Company
continued access to cash in exchange for replacement liens to
adequately protect BofA's security interests.

The Debtor acknowledges the indebtedness it owes to the Lender and
the validity, perfection and priority of the security interests
and liens securing the indebtedness.  The Debtor owes BofA, as of
the Petition Date:
                                                      Outstanding
     Original Note                                      Balance
     -------------                                     ---------
  $2,276,470.74 Amended and Restated Term Note        $2,523,863
  $4,500,000.30 Amended and Restated Term Note         4,990,003
  $3,999,999.20 Amended and Restated Term Note         4,031,166
  $1,976,470.72 Amended and Restated Term Note         2,191,261
$20,000,000.00 Consolidated, Amended and Restated    12,412,537
                Working Capital Note

The Debtor tells the Court that there is an immediate need to
obtain emergency use of cash collateral to fund critical business
operations.

In order to continue the operation of its business operations and
to preserve the value of its assets and the Prepetition
Collateral, the Debtor requires use of the Prepetition Collateral
and all cash proceeds from receivables and inventory sales.  The
Debtor agrees to abide by a budget, but doesn't supply the Court
with a copy.  The Debtor and the Lender agree on an interim basis
that cash collateral use through July 20, 2003 will be limited to
$300,000.

Precise Imports Corporation, Inc., does business as Wenger, NA.
WNA holds the exclusive United States rights for the distribution
of knives, watches, and fragrances, and administers a sublicense
for camping/outdoor equipment under the "Wenger" cross and trade
names.  The Company filed for chapter 11 protection on June 3,
2003 (Bankr. S.D.N.Y. Case No. 03-13595).  As of December 31,
2002, the assets of Debtor on a consolidated book basis were
valued at $32,111,075 and the total liabilities at $45,790,795.


RIBAPHARM INC: ICN Extends Tender Offer for Shares Until July 22
----------------------------------------------------------------
ICN Pharmaceuticals, Inc. (NYSE: ICN) has extended the expiration
date of its cash tender offer for all of the outstanding shares of
common stock of its subsidiary, Ribapharm Inc. (NYSE: RNA), that
ICN does not already own until 12:00 midnight, New York City time,
on Tuesday, July 22, 2003.  The other terms and conditions of the
tender offer remain unchanged.

ICN Chairman and Chief Executive Officer, Robert W. O'Leary,
stated, "In order to accommodate requests from Ribapharm, we are
extending the deadline for the offer by two weeks.  This provides
Ribapharm with ample opportunity to fully consider our offer."

Ribapharm stockholders who have any questions or need assistance,
including assistance in tendering shares, should contact the
Information Agent, Georgeson Shareholder Communications Inc., toll
free at (800) 965-5215. ICN has filed the Offer to Purchase and
certain other documents with the Securities and Exchange
Commission.  Ribapharm stockholders and other interested parties
are urged to read ICN's Offer to Purchase and other relevant
documents filed with the SEC because they contain important
information.  The Offer to Purchase, together with a letter of
transmittal, has been mailed to Ribapharm stockholders.  Ribapharm
stockholders will be able to receive such documents free of charge
at the SEC's Web site at http://www.sec.govor from ICN at 3300
Hyland Avenue, Costa Mesa, CA 92626, Attn: Investor Relations.

The offer commenced on June 10, 2003 and as of Thursday, June 12,
2003, no shares of common stock of Ribapharm had been tendered or
committed to be tendered as part of the tender offer.

ICN is an innovative, research-based global pharmaceutical company
that manufactures, markets and distributes a broad range of
prescription and non-prescription pharmaceuticals under the ICN
brand name.  Its research and new product development focuses on
innovative treatments for dermatology, infectious diseases and
cancer.

Ribapharm, whose March 31, 2003 balance sheet shows a total
shareholders' equity deficit of about $335 million, is a
biopharmaceutical company that seeks to discover, develop, acquire
and commercialize innovative products for the treatment of
significant unmet medical needs, principally in the antiviral and
anticancer areas.


RITE AID: Annual Shareholders' Meeting to Convene on June 25
------------------------------------------------------------
The Annual Meeting of Stockholders of Rite Aid Corporation will be
held on June 25, 2003.

The Board of Directors of Rite Aid Corporation, a Delaware
corporation is seeking the proxies of stockholders for use in
voting at its 2003 Annual Meeting of Stockholders to be held at
the InterContinental The Barclay New York, 111 East 48th Street,
New York, New York 10017, on June 25, 2003 at 10:00 a.m., local
time, or any adjournment or postponement thereof.  The Company's
proxy statement, the foregoing notice and an enclosed proxy were
first being mailed on or about May 27, 2003 to all holders of
Company common stock, par value $1.00 per share, and 8% Series D
Cumulative Convertible Pay-in-Kind Preferred Stock entitled to
vote at the Meeting.

                     Purpose of the Meeting

At the Meeting, the Stockholders will be asked to vote on the
following proposals:

Proposal No. 1: To elect two directors to hold office until the
                2006 Annual Meeting of Stockholders and until
                their respective successors are duly elected and
                qualified; and

Proposal No. 2: To consider and vote upon a stockholder proposal,
                if properly presented, requesting Rite Aid
                Corporation's management to prepare and make
                public an employment diversity report.

In addition, the holders of the Series D Preferred Stock, voting
separately as a class, will vote to elect one director to hold
office until the 2006 Annual Meeting of Stockholders and until his
successor is duly elected and qualified.

                         Record Date

Only Stockholders of record at the close of business on May 12,
2003 will receive notice of, and be entitled to vote at, the
Meeting.  At the close of business on the Record Date, the Company
had outstanding and entitled to vote 515,371,306 shares of common
stock and 3,937,053.2591 shares of Series D Preferred Stock (each
of which is entitled to approximately 18.18 votes per share, or an
aggregate of approximately 71,575,628 votes).

Rite Aid Corporation is one of the nation's leading drugstore
chains with annual revenues of nearly $16 billion and
approximately 3,400 stores in 28 states and the District of
Columbia. Information about Rite Aid, including corporate
background and press releases, is available through the company's
Web site at http://www.riteaid.com

As reported in Troubled Company Reporter's April 25, 2003 edition,
Standard & Poor's Ratings Services raised the corporate credit
rating on Rite Aid Corp. and Rite Aid Lease Management Co. to 'B+'
from 'B', and the ratings on the senior secured second-lien notes
to 'B+' from 'B-'.

At the same time, Standard & Poor's assigned its 'BB' rating to
Rite Aid's pending $2.0 billion senior secured credit facility,
which matures in 2008. Concurrently, Standard & Poor's affirmed
its 'B-' rating on senior unsecured notes and its 'CCC+' rating on
Rite Aid's preferred stock. All ratings were removed from
CreditWatch where they were placed April 14, 2003. The outlook is
stable. The Camp Hill, Pennsylvania-based company has $3.8 billion
of funded debt as of March 1, 2003.


SAFETY-KLEEN CORP: Avoidance Actions Preserved Until October 3
--------------------------------------------------------------
U.S. Bankruptcy Court Judge Walsh extends Safety-Kleen Corp., and
its debtor-affiliates' deadline to effect service of original
process upon the Defendants to the later of October 1, 2003, or 60
days after plan confirmation, without prejudice to the Debtors'
right to request additional extensions.

                         *      *      *

                           Backgrounder

Safety-Kleen Services, Inc. and its affiliate debtors are
plaintiffs in 421 adversary proceedings to avoid and recovery
property.

Before initiating the Avoidance Actions, Safety-Kleen obtained a
Procedures Order from this Court.  The Procedures Order decreed
that, "[n]otwithstanding Bankruptcy Rule 7004(e), no Initial
Summons or Amended Summons shall be deemed stale until the
expiration of the 120 day period following the filing of the
Complaint."

None of the Complaints filed in the Avoidance Actions have been
served. However, Safety-Kleen has sent a letter to each of the
defendants explaining the status of the Avoidance Actions,
advising them that "until you have been served with a Summons and
Complaint, you are not required to take any action," and offering
to provide each defendant with any additional information that may
be needed.  The Debtors' counsel has responded to dozens of
telephone calls from defendants and has repeated this advice.

As a result of the two-year statute of limitations to commence
certain causes of action, the Debtors were required to commence
avoidance actions by June 9, 2002 or potentially forfeit such
causes of action. The Debtors' Amended Plan proposes that, upon
its confirmation, the Avoidance Actions will be assigned to the
Safety-Kleen Creditor Trust for the benefit of the unsecured
creditors.  The Creditor Trust will have full discretion to pursue
and settle the Avoidance Actions. Safety-Kleen recognizes its need
to preserve the goodwill of its vendors and other parties who are
defendants.  Safety-Kleen further recognizes that the Creditor
Trust will seek to maximize recoveries from the Avoidance Actions,
notwithstanding any ongoing relationships that any defendants may
have with Safety-Kleen.

Accordingly, Safety-Kleen asked the Court to maintain the current
status quo of the Avoidance Actions pending completion of the plan
process. (Safety-Kleen Bankruptcy News, Issue No. 58; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


SLATER STEEL: Look for Fiscal 2002 Financial Reports Tomorrow
-------------------------------------------------------------
Slater Steel Inc., expected to file and mail its audited financial
statements, including Management's Discussion and Analysis, for
the year ended December 31, 2002, and its unaudited financial
statements, including the MD&A, for the three months ended
March 31, 2003 to its shareholders by tomorrow. The Company also
said that its 2002 Annual Information Form would be filed with
applicable securities regulatory authorities by tomorrow.

Slater Steel previously disclosed that the filing of the above-
named documents had been delayed. As a result of the delay and
with the consent of Slater, the Ontario Securities Commission
issued on May 21, 2003 an order prohibiting trading in securities
of Slater by its insiders, including directors and senior
officers, pending the filing of the required statements and
periodic disclosure statements.

Slater intends to continue to satisfy the alternate information
guidelines of OSC Policy 57-603 by issuing periodic press releases
in respect of the status of the preparation of its financial
statements for as long as it has not filed and mailed its
financial statements for the year ended December 31, 2002 and the
quarter ended March 31, 2003.

Slater Steel Inc. common shares are listed on The Toronto Stock
Exchange and trade under the symbol SSI.

Slater Steel is a mini mill producer of specialty steel products.
The Corporation manufactures and markets bar and flat rolled
stainless steels, carbon and low alloy steel bar products, vacuum
arc and electro slag remelted steels, mold, tool and die steels
and hollow drill and solid mining steels. The Corporation's mini
mills are located in Fort Wayne, Indiana, Lemont, Illinois,
Hamilton and Welland, Ontario and Sorel-Tracy, Quebec.


SLATER STEEL: Secures Nod to Pay Critical Vendors' Claims
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave its
nod of approval to Slater Steel U.S., Inc., and its debtor-
affiliates to pay the prepetition claims of critical vendors and
service providers.  For the continuing viability of the Debtors'
businesses, the Debtors obtained authority to pay three categories
of critical vendors' claims:

(A) Processor Claims

     In connection with the day-to-day operation of their
     businesses, the Debtors rely on certain outside processors
     to:

        a) receive work in process from the Debtors;

        b) perform processing necessary to finish the Debtors'
           products to the Debtors' specifications; and

        c) in some cases, ship the processed materials or finished
           products to the Debtors or their customers.

     As a result, the Processors have possession of the Debtors'
     materials or products in the ordinary course of their
     businesses. As of the Petition Date, the aggregate amount
     of Processor Claims was approximately $250,000.

(B) Specialized Service Claims

     In their daily operations, the Debtors utilize certain
     third-party service providers that perform essential
     specialized maintenance, operational and manufacturing
     services for the Debtors' facilities. As of the Petition
     Date, the Specialized Service Companies had outstanding
     claims for prepetition goods and services provided to the
     Debtors amounting to $50,000.

(C) Single Source Vendor Claims

     Certain essential supplies and other goods and services
     required to manufacture the Debtors' products are available
     only from a single supplier or a supplier conveniently
     located at or near the Debtors' premises. Because the
     Debtors do not have viable alternative sources of
     substitute goods or services, the Debtors have determined
     that they must be able to satisfy certain of the
     prepetition claims of the Single Source Vendors to ensure
     that these essential Single Source Goods will continue to
     be available to them without interruption.

     The Debtors estimate that, as of the Petition Date, the
     aggregate amount of Single Source Vendor Claims was
     $150,000.

The Debtors believe that authorizing the payment of the Processor
Claims, Specialized Service Claims and Single Source Vendor
Claims, in the Debtors' sole discretion, is essential and
appropriate.  Particularly, paying the Critical Vendor Claims is
necessary to:

  a) ensure that the Debtors continue to receive essential goods
     and services that are actually or practically unavailable
     from other sources and

  b) preserve critical relationships with the Debtors' key
     vendors, service providers and customers.

Slater Steel U.S., Inc., a mini mill producer of specialty steel
products, filed for chapter 11 protection on June 2, 2003 (Bankr.
Del. Case No. 03-11639).  Daniel J. DeFranceschi, Esq., and Paul
Noble Heath, Esq., at Richards Layton & Finger represent the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed estimated assets of
over $10 million and debts of more than $100 million.


SWTV PRODUCTION: Hires DeConcini McDonald as Bankruptcy Counsel
---------------------------------------------------------------
SWTV Production Services, Inc., asks for permission from the U.S.
Bankruptcy Court for the District of Arizona to employ the law
firm of DeConcini McDonald Yetwin & Lacy, P.C.

SWTV wants to employ DeConcini McDonald because the Company
believes that DeConcini McDonald is well qualified and has the
experience necessary to represent it in its bankruptcy case.

In this engagement, DeConcini McDonald will:

     a. prepare and file a voluntary Chapter 11 petition and all
        schedules, statements, and legal papers necessary at the
        commencement of the case;

     b. advise the Debtor with respect to its powers and duties
        in the continued operation and management of its
        property;

     c. prepare, on behalf of the Debtor, the necessary
        applications, motions, complaints, answers, responses,
        orders, disclosure statement, plan of reorganization,
        and other legal papers requesting or opposing relief;

     d. represent the Debtor in all meetings with the Office of
        the United States Trustee and at all meetings of
        creditors and hearings in this case;

     e. take action to recover certain property and money owed
        to the Debtor, if necessary;

     f. review claims made by creditors and interested parties
        and, if necessary, object to those claims;

     g. prepare and present a final accounting and motion for
        final decree closing this case; and

     h. perform all other legal services for the Debtor which
        may be necessary in the course of this case.

The attorneys who will be responsible in this engagement are and
their current hourly rates are:

          Shelton L. Freeman           $275 per hour
          Nancy J. March               $205 per hour

SWTV Production Services Inc., provider of mobile television
production services, filed for chapter 11 protection on June 3,
2003 (Bankr. Ariz. Case No. 03-09489).  When the Company filed for
protection from its creditors, it listed over $10 million both in
estimated debts and assets.


SWTV PRODUCTION: 20 Largest Unsecured Creditors
-----------------------------------------------
Debtor: SWTV Production Services Inc
        330 S River Drive
        Tempe, Arizona 85281
        aka SWTV Core Digital
        aka Southwest Television Production Services Inc.
        aka Project Columbus LLC

Bankruptcy Case No.: 03-09489

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Bryan Cave LLP              Legal Fees                $127,838

CTC Resources, Inc.         Trade Debt                $126,990

American Airlines, Inc.     Trade Debt                 $56,729

Phoenix Arena Development   Trade Debt                 $46,000

National Mobile Television  Trade Debt                 $44,077

American Express            Trade Debt                 $39,869

Target Logistic Services    Trade Debt                 $38,194

Charter Broadcast           Trade Debt                 $37,881

Rogers & Theobald           Attorney Fees              $34,276

Bexel                       Trade Debt                 $29,629

Snell & Wilmer              Legal Fees                 $28,214

Lone Star Mobile Television Trade Debt                 $28,147

Cohen Kennedy Dowd &        Trade Debt                 $27,291
Quigley

Soljay Productions, Inc.    Trade Debt                 $24,850

Action Sports &             Trade Debt                 $22,413
Entertainment Mobile

Acordia of Arizona          Trade Debt                 $19,000

Buffalo Sabres              Trade Debt                 $15,875

Phoenix Coyotes             Trade Debt                 $12,698

The St. Paul                Insurance                  $12,246

Ikegami Electronics (USA)   Trade Debt                 $12,107


TENERA INC: Robert McKay Resigns as CEO, President and Director
---------------------------------------------------------------
As previously announced, management of TENERA, Inc., (AMEX:TNR)
has undertaken efforts to either sell or dispose of its operating
segments as quickly as possible this year or permit its operating
units to dispose of their assets. The Company then reported the
dispositions of two of its operating subsidiaries, TENERA Energy,
LLC, and GoTrain Corp. The Company continues to operate its
remaining subsidiary TENERA Rocky Flats, LLC. However, as
previously announced the Company is reviewing various disposition
alternatives for that subsidiary.

In furtherance of this program, Mr. Robert McKay announced his
resignation as Chief Executive Officer, President and Director of
TENERA, Inc.  Mr. McKay will pursue other business ventures
including management of a fixed-price project with a new company
to be owned by Mr. McKay and other former GoTrain employees to
complete course work obligations associated with the sale of the
GoTrain business. Mr. McKay will be retained as a consultant on an
as needed basis in connection with the Company's other remaining
business.

The Company also announced that the Board of Directors appointed
Mr. Jeffrey Hazarian, 47, to the office of Chief Executive
Officer. Mr. Hazarian has served the Company as its Chief
Financial Officer since 1992 and as a Director since his election
in 1996 and intends to continue those duties.

The American Stock Exchange notified the Company that it may not
meet certain of the Exchange's continued listing standards. The
Company intends to review the notification and determine its
response within the time period allowed by the Exchange's rules.
There can be no assurance however that the Company will be able to
present a plan that will meet the continued AMEX listing
standards, or if it does not, will be able to provide an
alterative market for its outstanding shares.

Tenera Inc.'s March 31, 2003 balance sheet shows a working capital
deficit of about $2.6 million, and a total shareholders' equity
deficit of about $2 million.


TRITON PCS: Settles and Closes 8-1/2% Senior Debt Offering
----------------------------------------------------------
Triton PCS, Inc. announced that the early tender offer period for
its tender offer for any and all of its outstanding 11% Senior
Subordinated Discount Notes due 2008 expired at 5:00 p.m., New
York City time, on June 12, 2003, and that it had accepted for
purchase approximately $407.4 million aggregate principal amount
of the 11% Notes, representing approximately 80.0% of the
principal amount outstanding of the 11% Notes.  Holders that
tendered their 11% Notes prior to 5:00 p.m., New York City time,
on Thursday, June 12, 2003, received 105.98% of the principal
amount of the 11% Notes, plus accrued and unpaid interest.  As a
result, the total consideration paid for these tendered 11% Notes
was approximately $437.0 million.

The tender offer expires at midnight, New York City time, on
Thursday, June 19, 2003, unless extended by Triton.  Holders who
validly tender their 11% Notes prior to expiration of the tender
offer will receive 103.85% of the principal amount of the 11%
Notes, plus accrued and unpaid interest.  The tender offer is
being made upon the terms and is subject to the conditions set
forth in an Offer to Purchase dated May 22, 2003, as amended by
the Supplement to the Offer to Purchase dated May 30, 2003.

The 11% Notes were purchased with a portion of the net proceeds
from Triton PCS's private placement of $725.0 million 8-1/2%
Senior Notes due 2013, which was completed Friday.  The proceeds
from the new issuance were also used to repay all outstanding
borrowings and to terminate Triton PCS' existing senior secured
credit facility.

Separately, Triton PCS entered into a new credit facility
consisting of $100 million revolving credit facility, arranged by
Lehman Brothers.  The facility will enhance liquidity and is
available for general corporate and working capital purposes.

A more comprehensive description of the tender offer can be found
in the Offer to Purchase and the Supplement to the Offer to
Purchase.  Triton PCS has retained Lehman Brothers to serve as the
Dealer Manager and D.F. King & Co., Inc. to serve as the
Information Agent for the tender offer.  Requests for documents
may be directed to D.F. King & Co., Inc., the Information Agent,
by telephone at (800) 431-9643 (toll-free) or (212) 269-5550 or in
writing at 48 Wall Street, 22nd Floor, New York, NY 10005.
Questions regarding the tender offer may be directed to Lehman
Brothers, at (800) 438-3242 (toll-free) or (212) 528-7581,
Attention:  Emily E. Shanks.

Triton PCS, based in Berwyn, Pennsylvania and whose March 31, 2003
balance sheet shows a total shareholders' equity deficit of about
$192 million, is an award-winning wireless carrier providing
service in the Southeast.  The company markets its service under
the brand SunCom, a member of the AT&T Wireless Network.  Triton
PCS is licensed to operate a digital wireless network in a
contiguous area covering 13.6 million people in Virginia, North
Carolina, South Carolina, northern Georgia, northeastern Tennessee
and southeastern Kentucky.

For more information on Triton PCS and its products and services,
visit the company's Web sites at: http://www.tritonpcs.comand
http://www.suncom.com


UNIFAB INTERNATIONAL: Shareholders' Meeting Slated for July 10
--------------------------------------------------------------
The annual meeting of shareholders of UNIFAB International, Inc.,
will be held July 10, 2003, at 10:00 A.M. C.D.T., at 5007 Port
Road, New Iberia, Louisiana, for the following purposes:

To consider and vote upon the following proposals and to transact
such other business as may properly come before the annual
meeting:

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

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

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

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

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

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

                           *    *    *

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

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

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

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


UNITED AIRLINES: Will be Adding 54 Flights to July Schedule
-----------------------------------------------------------
United Airlines (OTC Bulletin Board: UALAQ) will add 54 flights to
its July schedule.  The flights will include seasonal service
additions as well as the reinstatement of some Pacific flights
cancelled in June due to the SARS-related drop in demand.  In all,
United will offer 3,359 mainline and United Express flights in
July, up from 3,305 in June.

Effective July 1, United will make the following changes to its
international flight schedule:

     * Reinstate service between San Francisco and Hong Kong that
       was discontinued in June due to the SARS-related drop in
       demand.  United will now offer flights three days a week.

     * Increase service between San Francisco and Shanghai to five
       days a week, up from three in June.

Effective July 6, United will make the following changes to its
U.S. domestic schedule:

     * Add a seventh daily round-trip between Chicago and Buffalo,
       NY;

     * Increase from one to three daily round-trips between
       Chicago and Calgary;

     * Add a fourth daily round-trip between Chicago and
       Vancouver;

     * Add one more daily round-trip between Chicago and each of
       the following cities: Las Vegas, Los Angeles and Orlando;

     * Add another daily round-trip between Los Angeles and both
       Seattle and Washington Dulles;

     * Add a fourth daily round-trip between San Francisco and
       Vancouver;

     * Add a second daily round-trip between Denver and Anchorage;
       and

     * Add a seventh daily round-trip between Denver and Oakland,
       Calif.

United Express will increase regional jet service from Denver to
Aspen, Colo.; Edmonton, Alberta, Canada; Eugene, Ore.; Fresno,
Calif.; and Nashville, Tenn.  United Express also will launch new
service between Washington Dulles and Montreal, as well as
supplement United's daily mainline round-trips between Washington
Dulles and New Orleans with two additional regional jet round-
trips.

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


UNITED AIRLINES: Bank One Seeks Relief to Make O'Hare Payments
--------------------------------------------------------------
The City of Chicago issued $100,000,000 Chicago O'Hare
International Airport Special Facility Revenue Bonds (United Air
Lines, Inc. Project) Series 2001A-2.  The Bond proceeds were used
to finance the construction, improvement and modification of
buildings and other facilities at Chicago's O'Hare International
Airport.  Bank One is the Trustee.

Pursuant to a Trust Agreement dated February 1, 2001, between the
City of Chicago and Bank One Trust Company, as Trustee, a
Capitalized Interest Fund was established to insure payment of
interest installments due on the Bonds.  United agreed to make
payments to Bank One, and the payments were then transferred and
held in the Capitalized Interest Fund.  Under the terms of the
issuance, $11,843,106 was to be held in the Fund, to be applied to
interest payments through November 1, 2005.

The Capitalized Interest Fund's current balance is $1,395,559.
Meanwhile, United owes $3,187,500.  Therefore, the amount due is
more than the amount in fund.

George B. Hofmann, Esq., at Mintz, Levin, Cohn, Ferris, Glovsky &
Popeo, in Boston, Massachusetts, reports that interest accrued
since Petition Date is $672,917.  Under the Agreement, United's
payments are due on May 1 and November 1.  However, United
defaulted on the interest payment that was due on May 1, 2003,
amounting to $3,187,500.

Bank One and Chicago want assurances from Judge Wedoff that
United will not have access to the resources in the Capitalized
Interest Fund.  Furthermore, they want the Court's permission to
disburse the funds, in compliance with the Agreement, to the
Bondholders. (United Airlines Bankruptcy News, Issue No. 20;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


USG CORP: Seeks Court Approval for Intercompany Tolling Pact
------------------------------------------------------------
Pursuant to Section 1107(a) of the Bankruptcy Code, a debtor-in-
possession has the rights and powers and performs the functions of
a trustee, subject to all applicable limitations upon a trustee.
However, Section 546(a) imposes a deadline by which a trustee or
debtor-in-possession must commence an avoidance action.  Unless
that deadline is extended, USG Corporation and its debtor-
affiliates must commence avoidance actions by June 24, 2003 to
preserve their right to assert claims or causes of actions on
behalf of their estates.

Yet, the imposed deadline can be waived or extended by agreement
of the other party, Paul N. Heath, Esq., at Richards, Layton &
Finger PA, in Wilmington, Delaware, says.

In a letter dated April 15, 2003 to the Statutory Committees and
the legal representative for future asbestos claimants, the
Debtors:

   -- communicated their views that they are solvent, and

   -- indicated that any avoidance action would not have merit
      and, therefore, should not be pursued.

The Debtors also proposed the execution of an intercompany tolling
agreement with respect to these intercompany transactions entered
into by the Debtors before the Petition Date:

(1) the grant of liens by United States Gypsum Company, La
    Miranda Products Co., Inc., USG Interiors, Inc. and L&W
    Supply Corporation to USG on April 13, 2001; and

(2) the transfer of certain stock of CGC Inc. from Gypsum to USG
    on June 1, 2001.

The Debtors noted that while they deemed the Transfers appropriate
and unavoidable because they are solvent, they were willing to
enter into an intercompany tolling agreement with respect to the
Transfers so that any issues could be resolved in connection with
a reorganization plan.

Subsequent to transmitting the April 15 letter, the Debtors met
with the Committees and their professionals, as well as the
Futures Representative, and presented these parties their full
analysis of potential avoidance action issues.  After the meetings
and representations, it is the Debtors' understanding that the
Committees and the Futures Representative agree that it is
appropriate for them to enter into the Intercompany Tolling
Agreement.

The Intercompany Tolling Agreement provides that:

(a) any limitation period to bar the bringing of any action or
    proceeding that could be brought under any applicable law to
    avoid or recover any portion of the Transfers will be tolled
    and extended through and including 30 days after the
    effective date of a confirmed reorganization plan for the
    Debtors;

(b) The tolling does not prevent the commencement of litigation
    with respect to the Transfers within the set time frame; and

(c) The Intercompany Tolling Agreement does not operate as an
    admission of liability by any party.

By this motion, the Debtors ask the Court to approve the
Intercompany Tolling Agreement. (USG Bankruptcy News, Issue No.
48; Bankruptcy Creditors' Service, Inc., 609/392-0900)


WACKENHUT CORRECTIONS: Selling UK JV Interest to Serco for $80MM
----------------------------------------------------------------
Wackenhut Corrections Corporation (NYSE: WHC) announced that as a
result of a previous agreement with its joint venture partner,
Serco Investments Limited, WCC will sell its 50% interest in
Premier Custodial Group to Serco for approximately $80 million.
WCC currently anticipates that it may use the proceeds from the
sale of its joint venture interest to acquire a prison or mental
health services business or otherwise expand those businesses.

George C. Zoley, Chairman and Chief Executive Officer of WCC said:
"We have decided that it is in the best interests of our
shareholders that WCC discontinue its present joint venture prison
business relationship in the UK. The sale of our interest in the
UK joint venture coincides nicely with our current plans to
acquire our parent company's controlling interest in WCC and to
pursue our plans for further growth and independence."

WCC is a world leader in the delivery of correctional and
detention management, health and mental health services to
federal, state and local government agencies around the globe. The
Company also provides prisoner transportation services and
electronic monitoring for home detainees. WCC offers a turnkey
approach that includes design, construction, financing and
operations.

As reported in Troubled Company Reporter's May 5, 2003 edition,
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit and 'BB' senior secured debt ratings on Wackenhut
Corrections Corp. on CreditWatch with negative implications.
Negative implications mean that the ratings could be lowered or
affirmed, following Standard & Poor's review.

Boca Raton, Florida-based WCC, a provider of a comprehensive range
of prison and correctional services, had about $125 million of
debt outstanding at Dec. 29, 2002.


WARNACO GROUP: Asks Court for Final Decree Closing All Cases
------------------------------------------------------------
The Reorganized Warnaco Debtors ask Judge Bohanon for a final
decree closing their cases pursuant to Section 350 of the
Bankruptcy Code and Rule 3022 of the Federal Rules of Bankruptcy
Procedure.

According to Shalom L. Kohn, Esq., at Sidley Austin Brown & Wood
LLP, in New York, prior to and after the Plan confirmation, the
Reorganized Debtors have worked diligently to substantially
conclude the outstanding matters related to the estate
administration.  In fact, on April 15, 2003, the Reorganized
Debtors commenced their first and final distribution to the
holders of allowed general unsecured claims under the Plan.
Moreover, Mr. Kohn reports that there are no Special Charges of
the Clerk of the Court outstanding and the Reorganized Debtors are
current in the payment of their quarterly fees to the U.S.
Trustee.

More than 2,000 proofs of claim were filed in these Chapter 11
cases.  The Reorganized Debtors and their advisors diligently
worked with the claims agent to reconcile the filed proofs of
claim.  The Reorganized Debtors filed 22 omnibus objections to
claims and most of them have been resolved.

Although the vast bulk of the matters related to the estates have
been concluded, Mr. Kohn notes that these maters remain open to
date:

    (a) the Debtors' objection to Proof of Claim No. 1506 for
        $243,109 filed by the Department of Treasury for Puerto
        Rico;

    (b) the Debtors' objection to two Simon Property Group LP
        Proofs of Claim -- No. 2414 for $94,090 and No. 2415 for
        $2,818; and

    (c) the Debtors' objection to Dannemann Siemser Bigler &
        Ipanema Moreira's Claim No. 2416 for $9,720.

Mr. Kohn relates that the Debtors' objection to the four Proofs of
Claim will be heard on June 23, 2003.

Other than the four identified proofs of claim the Debtors
anticipate to resolve on June 23, 2002, the Debtors have resolved
all proofs of claim filed against them in these cases.  None of
the Reorganized Debtors are party to any motion, contested matters
or adversary proceeding except for the pending Pro Staff Appeal
relating to recovery of preferential payments, which Reorganized
Authentic Fitness Corporation intends to defend.

Furthermore, all distributions the Plan contemplated have, or are
in the final process of being completed.  This has been
accomplished by the Reorganized Debtors' delivery of the property
to be distributed to the Disbursing Agent, which has assumed the
responsibility of sending that property to the persons entitled
thereto.  Thus, at this point, no further involvement of the
Reorganized Debtors is required.

Given these facts, Mr. Kohn contends that the closing of the
Debtors' cases is warranted, especially that:

    (a) the Confirmation Order has become final;

    (b) the Plan does not require any deposits;

    (c) the property required to be transferred under the Plan
        has been transferred;

    (d) each of the Reorganized Debtors in the Closing Cases has
        assumed the business and the management of the property
        dealt with by the Plan;

    (e) the distributions the Plan contemplated not only have
        been commenced, but are substantially completed; and

    (f) all filed proofs of claim and scheduled liabilities have
        been resolved.

Assuming that the four claims will be resolved during the
June 23, 2003 hearing, Mr. Kohn points out that the only matter
that is technically open is the Pro Staff Appeal, which is pending
in the District Court and thus does not require any Bankruptcy
Court involvement.  The Debtors propose that, in granting the
Final Decree closing these Cases, the Court keep the Pro Staff
Adversary Proceeding open, notwithstanding the closing of the
Cases, and retain jurisdiction over the Pro Staff Proceeding.

In addition, the Reorganized Debtors also ask Judge Bohanon to
discharge their claims agent, Bankruptcy Services, LLC, of its
duties, when the final decree closing the cases is entered.

                          Closing Report

Mr. Kohn outlines the breakdown of fees and expenses in this case:

    Fee for the Debtors' Attorneys           -- $10,086,376

    Other professional fees and              -- $34,511,413
    all expenses

Firm                                    Fees           Expenses
----                                    ----           --------
BDO Seidman, LLP                        $2,316,327      $94,986
Bear, Stearns & Co., Inc.                2,335,000      277,959
Deloitte & Touche, LLP                   7,019,390      163,202
Gavin Anderson & Company                   315,155       30,517
KMZ Rosenman                             3,846,679      381,671
Sharretts Paley Carter & Blauvelt, PC      856,620       40,925
Skaden Arps Slate Meagher & Flom, LLP    9,853,740    1,002 937
Otterbourg Steindler Houston & Rosen     2,465,612      110,531
Huron Consulting Group, LLC                464,240       14,636
Heller Ehrman White & McAuliffe, LLP       173,443        2,695
Jaspan Schlesinger Hoffman LLP              56,101        2,405
Keen Realty, LLC                           249,793       98,605
Ten Eyck Associates, PC                     79,217        3,957
Blake, Cassels & Graydon LLP                 5,555          202
Arthur Andersen LLP                      1,585,111       50,193
FTI Consulting, Inc.                       396,522       29,102
Dewey Ballantine, LLP                      550,000       20,000

To consummate the Plan, the first and final distribution commenced
on April 15, 2003. (Warnaco Bankruptcy News, Issue No. 51;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


WEIRTON STEEL: Court Approves $225M DIP Financing on Final Basis
----------------------------------------------------------------
Weirton Steel Corp. (OTC Bulletin Board: WRTLQ) reported a federal
bankruptcy court gave Monday its final approval for a $225 million
debtor-in-possession (DIP) financing facility.

Monday's court action provides Weirton Steel with continued
sufficient capital for its operations.

On May 19, the company filed a voluntary petition for
reorganization under Chapter 11 bankruptcy in the U.S. Bankruptcy
Court for the Northern District of West Virginia in Wheeling.
Several days after the bankruptcy filing, the judge granted
interim DIP financing.

The DIP financing is provided by Fleet Capital Corp., Chicago, as
agent, and Manchester Securities, New York City.

Weirton Steel is the sixth largest integrated U.S. steel producer
and employs 3,500 people.


WEIRTON STEEL: U.S. Trustee Amends Official Creditors' Committee
----------------------------------------------------------------
Pursuant to Sections 1102(a) and 1102(b)(1) of the Bankruptcy
Code, the United States Trustee for Region 4 amends the
composition of the Official Committee of Unsecured Creditors of
Weirton Steel Corporation by adding Cleveland-Cliffs Inc., HSCB
Bank USA, Institutional Trust Services and J.P. Morgan Trust Co.,
N.A.  The Committee will now consist of:

  (1) Thomas Moskie, V.P.
      Detusche Bank Trust Companies Americas
      280 Park Avenue
      New York, New York 10017
      Phone: (212) 454-4369
      Fax: (212) 454-2359
      E-mail: thomas.moskie@db.com
              stan.burg@db.com
              igoldste@llgm.com

  (2) Eric Yaszemski
      Henkel Corp.
      2200 Renaissance Blvd.
      Gulph Mills, Pennsylvania 19406
      Phone: (610) 239-1517
      Fax: (610) 239-1516
      E-mail: Eric.Yaszemski@hstna.com
              G1enn.Young@henkel-americas.com

  (3) Leon Z. Heller, V.P. General Counsel & Secretary
      International Mill Service Inc.
      1155 Business Center Drive
      Horsham, Pennsylvania 19044
      Phone: (215) 956-5636
      Fax: (215) 956-5415
      E-mail: l.heller@enso.net

  (4) Karen D. Sharp, Financial Analyst
      Pension Benefit Guaranty Corp.
      1200 K Street, N.W., Ste. 270
      Washington, D.C. 20005-4026
      Phone: (202) 326-4070
      Fax: (202) 842-2643
      E-mail: Sharp.Karen@pbgc.gov
              Gadre.Ajit@pbgc.gov
              Menke.john@pbgc.gov
              Brickhouse.Gennice@pbgc.gov

  (5) Frank Grippo
      Institutional Trust Services
      J.P. Morgan Trust Co., N.A.
      4 New York Plaza, 15th Floor
      New York, New York 10004
      Phone: (212) 623-6736
      Fax: (215) 623-6165
      E-mail: frank.grippo@jpmorgan.com

  (6) Morton R. Branzburg, Esq.
      Solid Waste Services Inc.
      dba J.P. Mascaro
      260 S. Broad St., Ste. 400
      Philadelphia, Pennsylvania 19102-5003
      Phone: (215) 569-3007
      Fax: (215) 568-6603
      E-mail: mbranzburg@klehr.com

  (7) Lisa M. Watson
      Allegheny Power
      1310 Fairmont Avenue
      Fairmont, West Virginia 26554
      Phone: (304) 367-3248
      Fax: (304) 367-3337
      E-mail: Lwatson@AlleghenyPower.com
              Ekenned@AlleghenyPower.com

  (8) Bridget Schessler
      J.P. Morgan Trust Co., N.A.
      One Oxford Centre, Ste. 1100
      301 Grant Street
      Pittsburgh, Pennsylvania 15219
      Phone: (412) 291-2040
      Fax: (412) 291-2070
      E-mail: Bridget.m.schessler@chase.com

  (9) Donald J. Gallagher
      Cleveland-Cliffs, Inc.
      1100 Superior Ave.
      Cleveland, Ohio 44114-2589
      Phone: (216) 694-5498
      Fax: (216) 694-5385
      E-mail: djgallagher@cleveland-cliffs.com
              GWHawk@cleveland-cliffs.com

(10) Russ Paladino
      HSCB Bank USA
      452 Fifth Ave.
      New York, New York 10018
      Phone: (216) 694-5498
      Fax: (212) 525-1366
      E-mail: russ.paladino@us.hsbc.com
(Weirton Bankruptcy News, Issue No. 4; 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=WRTL04USR1for
real-time bond pricing.


WESTERN WIRELESS: Purchasers Exercise Option to Buy More Notes
--------------------------------------------------------------
Western Wireless Corporation (Nasdaq:WWCA) announced that the
initial purchasers of its $100 million of Convertible Subordinated
Notes due 2023 have exercised their option to purchase an
additional $15 million principal amount of notes. Closing is
expected to occur on June 17, 2003, subject to the satisfaction of
closing conditions. Western Wireless intends to use the net
proceeds of the offering for working capital and general corporate
purposes.

The notes being sold by Western Wireless and the Class A common
stock issuable upon conversion of the notes have not been
registered under the Securities Act, or any state securities laws,
and may not be offered or sold in the United States absent
registration under, or an applicable exemption from, the
registration requirements of the Securities Act and applicable
state securities laws. This press release does not constitute an
offer to sell these securities nor is it a solicitation of an
offer to purchase these securities.

As reported in Troubled Company Reporter's June 9, 2003 edition,
Standard & Poor's Ratings Services assigned its 'CCC' rating to
Western Wireless Corp.'s $100 million convertible subordinated
notes due June 15, 2023, issued under Rule 144A with registration
rights. The rating has been placed on CreditWatch with negative
implications. The company's 'B-' corporate credit and secured bank
loan ratings, as well as its 'CCC' subordinated debt rating,
remain on CreditWatch with negative implications.

The CreditWatch listing is expected to be resolved within the next
two months. In its review, Standard & Poor's will focus on
industry fundamentals and Western Wireless' ability to meet debt
maturities and financial covenants.

Bellevue, Washington-based Western Wireless is one of the largest
rural wireless carriers in the U.S., providing service to 1.2
million subscribers in 19 western states. As of March 31, 2003,
total domestic debt outstanding was about $2.2 billion.


WESTPOINT STEVENS: Court OKs Weil Gotshal as Bankruptcy Counsel
---------------------------------------------------------------
At WestPoint Stevens Inc., and its debtor-affiliates' request, the
Court authorizes the Debtors to employ Weil, Gotshal & Manges LLP
as their attorneys in connection with the commencement and
prosecution of their Chapter 11 cases.

WestPoint Senior Vice President and Chief Financial Officer Lester
D. Sears explains that the Debtors have selected Weil Gotshal as
their attorneys because of the firm's long-standing relationship
with the Debtors, their knowledge of the Debtors' businesses and
financial affairs, the Firm's extensive general experience and
knowledge and, in particular, its recognized expertise in the
field of debtors' and creditors' rights and business
reorganization under Chapter 11 of the Bankruptcy Code. Weil
Gotshal is highly regarded as one of the premier bankruptcy firms
in the world.

Weil Gotshal has represented the Debtors for over ten years on a
variety of general legal matters and is intimately familiar with
their business and affairs as well as its capital structure.
Accordingly, Weil Gotshal has the necessary background to deal
efficiently and effectively with many of the potential legal
issues and problems that may arise in the context of the Debtors'
Chapter 11 cases.  The Debtors believe that Weil Gotshal is both
well qualified and uniquely able to represent them in their
Chapter 11 cases in the most efficient and timely manner.

The services Weil Gotshal will provide are necessary to enable the
Debtors to execute faithfully their duties as debtors and debtors-
in-possession.  As the Debtors' counsel, Weil Gotshal is expected
to:

    A. take any and all necessary actions to protect and preserve
       the Debtors' estates, including the prosecution of actions
       on the Debtors' behalf, the defense of any actions
       commenced against the Debtors, the negotiation of disputes
       in which the Debtors are involved, and the preparation of
       objections to claims filed against the Debtors' estates;

    B. prepare on the Debtors' behalf, as debtors-in-possession,
       all necessary motions, applications, answers, orders,
       reports, and other papers in connection with the
       administration of the Debtors' estates;

    C. negotiate and prepare on the Debtors' behalf a plan of
       reorganization and all related documents; and

    D. perform all other necessary legal services in connection
       with the prosecution of the Debtors' Chapter 11 cases,
       including, without limitation, corporate, securities, tax,
       environmental, real estate and ERISA services.

Mr. Sears affirms that Weil Gotshal will be paid its customary
hourly rates for services rendered that are in effect from time to
time and will be reimbursed according to the Firm's customary
reimbursement policies.  Weil Gotshal's current customary hourly
rates, subject to change from time to time, are:

       Members and Counsel            $450 - 750
       Associates                      220 - 475
       Paraprofessionals               125 - 215

Weil Gotshal Member John J. Rapisardi, Esq., assures the Court
that the members of, counsel to, and associates of the Firm does
not have any connection with or interest adverse to the Debtors,
their creditors, or any other party-in-interest or their attorneys
and accountants.  Moreover, Weil Gotshal is disinterested and does
not hold or represent any interest adverse to the Debtors' estates
with respect to the matters on which the Firm is to be employed.
However, Weil Gotshal has represented, currently represents, and
may represent in the future these entities in matters totally
unrelated to the Debtors' pending Chapter 11 cases:

    A. Affiliates of Director/Officer: The Williams Companies,
       Revlon Consumer Products Corporation, and Scana Corp.;

    B. Banks: ABN AMRO Bank, AG Capital Funding Partners, Bank of
       America D&T, Bankers Trust Co., Barclays Bank, CIT Group,
       Congress Financial Corp., Continental Casualty Co.,
       Equitable Life Insurance Society of America, First Union
       National Bank, Fleet Bank NA, Goldman Sachs & Co., GSC
       European Mezzanine Fund LP, GSC European Mezzanine Offshore
       Fund LP, GSC European Mezzanine Offshore Parallel Investor
       LP, GSC European Mezzanine Parallel Investor LP, GSC
       European Recovery II LP, Mariner Investment Bank,
       MassMutual Participation Investors, Merrill Lynch & Co.,
       NationsBanc Montgomery Securities, NationsBank Bank,
       PaineWebber High Income Fund, RaboBank Bank, Scotia Bank,
       Societe Generale Bank, and Wachovia Bank;

    C. Indenture Trustees: Bank of America and Bank of New York;

    D. Bondholders: Aegon, Credit Suisse, Fidelity, GE Financial,
       Mass Financial, New York Life, Perry Capital, Putnam, and
       UBS Warburg;

    E. Funds: Oak Hill Securities Fund II LP, Oak Hill Securities
       Fund LP, Bear Sterns and GECC;

    F. Licensor: Martha Stewart, Disney Home, Ralph Lauren Home,
       and Simmons Beautyrest;

    G. Major Competitor: Springs Industries Inc.

    H. Major Competitor: Federated Department Stores Inc., J.C.
       Penney Company Inc., Kmart Corp., Sears Roebuck & Co. Inc.,
       Target Corporation, and Wal-Mart Stores Inc.;

    I. Professionals: Davidson Kempner and PWC;

    J. 50 Largest Unsecured Creditors: Citibank, Duke Power
       Company, Dupont Textile & Interior, IBM, Morgan Stanley,
       Paul Reinhart Co., Salomon Smith Barney, A.G. Edwards &
       Sons Inc., IBJ Schroder Bank & Trust Co., Meredith
       Corporation, Olin Corporation, CIT Group, and J.P. Stevens
       & Co.

Within one year prior to the Petition Date, Mr. Rapisardi informs
the Court that Weil Gotshal received from the Debtors
$1,461,201.14 for professional services rendered and reimbursement
of necessary expenses relating to general corporate affairs, the
potential restructuring of the Debtors' financial obligations, and
the potential commencement of these Chapter 11 cases.  In
addition, Weil Gotshal has received $500,000 as a retainer for
these Chapter 11 cases.  Weil Gotshal will apply the remaining
balance of the retainer to postpetition allowances of compensation
and reimbursement of expenses, as may be granted by this Court.
(WestPoint Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


WORLDCOM INC: Gets Nod to Pay $500K DGX Deutsche Break-Up Fee
-------------------------------------------------------------
Worldcom Inc., and its debtor-affiliates sought and obtained
approval to pay DGX Deutsche Funds II, LLC, an affiliate of Lehman
Brothers, Inc., a $500,000 Break-Up Fee (representing less than 2%
percent of the Purchase Price) in the event its $31,000,000 offer
is topped by a competing bidder.  The Break-Up Fee will be payable
by MCI in the event an Alternative Transaction prevails at the
Auction and the alternative transaction is approved and
consummated.

Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP, in New
York, tells the Court that as a stalking horse bidder, the
Purchaser has established a guaranteed return for the Debtors'
estates and creditors.  Even if the Purchaser ultimately is not
the successful bidder, the Debtors and their estates will have
benefited from the higher purchase price established by the
improved bid.  The Auction Procedures require that competing
offers exceed the Purchase Price by a minimum of $600,000.  Thus,
if an alternative transaction ultimately is approved and
consummated, the Break-Up Fee will only be payable after the sale
proceeds have been received by the estates and from amounts that
are in excess of the Purchase Price.  Consequently, there is no
diminution in value to the Debtors' estates.

Approval of break-up fees and other forms of bidding protections
in connection with the sale of significant assets pursuant to
Section 363 of the Bankruptcy Code has become an established
practice in Chapter 11 cases.  Ample support exists for the
Debtors' request.  Bankruptcy courts have approved bidding
incentives similar to the bidding protections under the "business
judgment rule," which proscribes judicial second-guessing of the
actions of a corporation's board of directors taken in good faith
and in the exercise of honest judgment.  See, e.g., In re
Integrated Resources, Inc., 147 B.R. 650, 659-661 (S.D.N.Y. 1992)
(discussing that business judgment may be found where the stalking
horse bid served "(1) to attract or retain a potentially
successful bid, (2) to establish a bid standard or minimum for
other bidders to follow, or (3) to attract additional bidders.");
In re 995 Fifth Ave. Assocs., L.P., 96 B.R. 24, 28 (Bankr.
S.D.N.Y. 1989) (bidding incentives may be "legitimately necessary
to convince a white knight to enter the bidding by providing some
form of compensation for the risks it is undertaking").

Ms. Goldstein asserts that the bidding protections meet the
"business judgment rule" standard.  The Break-Up Fee is reasonable
because it is not excessive compared to fees and reimbursements
approved in other cases in this Circuit and it will not diminish
the Debtors' estates.  Break-up fees enable a debtor to assure a
sale to a contractually committed bidder at a price the debtor
believes is fair and reasonable, while providing the debtor with
the opportunity of obtaining even greater benefits for the estate
through an auction process. (Worldcom Bankruptcy News, Issue No.
30; Bankruptcy Creditors' Service, Inc., 609/392-0900)


WORTH MEDIA: Wants to Sell Assets to Curtco Publishing for $2.4M
----------------------------------------------------------------
Worth Media LLC and its debtor-affiliates ask for approval from
the U.S. Bankruptcy Court for the Southern District of New York to
sell their assets, free and clear of all liens, claims,
encumbrances and other interests, to Curtco Publishing, LLC.

Curtco Publishing and its affiliates have owned, operated,
developed and published a variety of magazines and publications
for over 25 years.

Following extensive due diligence, and arm's-length and good faith
negotiation, the Debtors entered into an Asset Purchase Agreement,
dated May 29, 2003 with Curtco Publishing.

Because the Debtors do not have the required cash flow, and have
been unable to obtain the financing necessary to operate and
publish in the ordinary course, the value of their assets
diminishes each day.  Accordingly, the Debtors are seeking
expedited consideration of this sale transaction, subject to any
higher or better offers.

Pursuant to the Asset Purchase Agreement, the purchase price for
Debtors' assets is $2,410,000 cash.  The Asset Purchase Agreement
further provides that the Curtco Publishing may advance up to
$150,000 to the Debtors as a first priority secured post-petition
loan.  The DIP Loan may be necessary to preserve the value of the
Debtors' assets pending consummation of a sale, the Debtors
relate. To the extent that the Debtors borrow under the proposed
DIP Loan prior to the sale closing, Curtco Publishing will be
entitled to a credit against the purchase price equal to the
unpaid amount of the DIP Loan.

The Debtors' sale of their assets is subject to higher or better
offers to be obtained at a public auction. Because Curtco
Publishing has devoted substantial time, effort, diligence and has
incurred substantial fees and expenses becoming the "stalking
horse" for this sale, the Debtors have, in their business
judgment, determined that a $150,000 break-up fee should be
granted to Curtco Publishing in the event Debtors accept a
competing bid.

In the Debtors' business judgment, consummation of the Sale is in
the best interests of the Debtors' estates and their creditors,
especially since Debtors no longer operate as a going concern and
the value of the assets decline on a daily basis.

Here the proposed Sale is in furtherance of an eventual plan of
reorganization in the Debtors' cases, but the Sale cannot be
delayed until a plan has been confirmed and implemented. The value
of the assets would evaporate during the time necessary to confirm
and implement a plan. The Debtors assert that the proposed Sale is
being made in advance of filing a plan so as to preserve maximum
estate value. Debtors contemplate that a plan will be promptly
filed following approval of the Sale.

Worth Media LLC, a magazine publishing company filed for chapter
11 protection on May 29, 2003 (Bankr. S.D.N.Y. Case No. 03-13471).
Larry Ivan Glick, Esq., represents the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $2,599,000 in total assets and $9,710,000
in total debts.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Advisory Board          ABCO        (16)          48      (20)
Alliance Imaging        AIQ         (39)         683       43
Akamai Technologies     AKAM       (168)         230       60
Alaris Medical          AMI         (32)         586      173
Amazon.com              AMZN     (1,353)       1,990      550
Arbitron Inc.           ARB        (100)         156       (2)
Alliance Resource       ARLP        (46)         288      (16)
Atari Inc.              ATAR       (115)         242       52
Actuant Corp            ATU         (44)         295       18
Acetex Corp             ATX         (11)         373      126
Avon Products           AVP         (91)       3,327       73
Saul Centers Inc.       BFS         (13)         389      N.A.
Blount International    BLT        (369)         428       91
Cubist Pharmaceuticals  CBST         (7)         221      131
Choice Hotels           CHH        (114)         314      (37)
Columbia Laboratories   COB          (8)          13        5
Campbell Soup Co.       CPB        (114)       5,721   (1,479)
Echostar Comm           DISH     (1,206)       6,260    1,674
D&B Corp                DNB         (19)       1,528     (104)
W.R. Grace & Co.        GRA        (222)       2,688      587
Graftech International  GTI        (351)         859      108
Hollywood Casino        HWD         (92)         553       89
Imax Corporation        IMAX       (104)         243       31
Imclone Systems         IMCL         (5)         474      295
Gartner Inc.            IT          (29)         827        1
Jostens                 JOSEA      (512)         327      (71)
Journal Register        JRC          (4)         702      (20)
KCS Energy              KCS         (30)         268      (16)
Kos Pharmaceuticals     KOSP        (75)          69      (55)
Level 3 Comm Inc.       LVLT       (240)       8,963      581
Memberworks Inc.        MBRS        (21)         281     (100)
Moody's Corp.           MCO        (327)         630     (190)
McDermott International MDR        (417)       1,278      154
McMoRan Exploration     MMR         (31)          72        5
MicroStrategy           MSTR        (34)          80        7
Northwest Airlines      NWAC     (1,483)      13,289     (762)
Petco Animal            PETC        (11)         555      113
Primedia Inc.           PRM        (559)       1,835     (248)
Primus Telecomm         PRTL       (168)         724       65
Per-Se Tech Inc.        PSTI        (39)         209       32
Qwest Communications    Q        (1,094)      31,228   (1,167)
Rite Aid Corp.          RAD         (93)       6,133    1,676
Ribapharm Inc.          RNA        (363)         199       92
Sepracor Inc.           SEPR       (392)         727      413
St. John Knits Int'l    SJKI        (76)         236       86
I-Stat Corporation      STAT          0           64       33
Town and Country Trust  TCT          (2)         504      N.A.
Tenneco Automotive      TEN         (75)       2,504      (50)
TiVo Inc.               TIVO        (25)          82        1
Triton PCS Holdings     TPC         (36)       1,617      172
UnitedGlobalCom         UCOMA    (3,040)       5,931   (6,287)
United Defense I        UDI         (30)       1,454      (27)
UST Inc.                UST         (47)       2,765      829
Valassis Comm.          VCI         (33)         386       80
Valence Technology      VLNC        (16)          30        3
Ventas Inc.             VTR         (54)         895      N.A.
Warnaco Group           WRNC     (1,856)         948      471
Western Wireless        WWCA       (464)       2,399     (120)
Xoma Ltd.               XOMA        (11)          72       30

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Bond pricing, appearing in each Thursday's edition of the TCR, is
provided by DebtTraders in New York. DebtTraders is a specialist
in global high yield securities, providing clients unparalleled
services in the identification, assessment, and sourcing of
attractive high yield debt investments. For more information on
institutional services, contact Scott Johnson at 1-212-247-5300.
To view our research and find out about private client accounts,
contact Peter Fitzpatrick at 1-212-247-3800. Real-time pricing
available at http://www.debttraders.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard
Group, Inc., Washington, DC USA. Yvonne L. Metzler, Bernadette C.
de Roda, Donnabel C. Salcedo, Ronald P. Villavelez and Peter A.
Chapman, Editors.

Copyright 2003.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                *** End of Transmission ***