---

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

             Thursday, June 19, 2003, Vol. 7, No. 120

                          Headlines

A NOVO BROADBAND: Completes Asset Sale Transaction with Teleplan
ABRAXAS PETROLEUM: Extends Sr. Note Exchange Offer Until Today
ACTERNA CORP: Court Grants Injunction Against Utility Companies
AE SUPPLY: Fitch Gives Secured Bank Facilities Lower-B Ratings
AES CORPORATION: Caps Price of 43-Million Share Equity Offering

AIR CANADA: Enters Into New Collective Agreement with CALDA
AIR CANADA: Pilots Appeal CIRB Chair for Emergency Hearing
AIR CANADA: 25 Airport Authorities Intend to Amend Credit Terms
ALLEGHENY ENERGY: Fitch Places Low-B Ratings on Watch Evolving
ANC RENTAL: Inks $290MM Asset Sale Pact with Investment Group

ANC RENTAL: Has Until July 6 to Make Lease Related Decisions
APPLIED DIGITAL: Issuing 6.3 Mill. Shares Under 2 Purchase Pacts
ARCH COAL: Planned Vulcan Buy-Out Spurs S&P to Affirm BB+ Rating
ARMSTRONG: Signs-Up Morgan Lewis as Counsel in DOL ESOP Dispute
AVADO BRANDS: Corp. Credit & Subordinated Debt Ratings Cut to D

AVON PRODUCTS: Names Gina R. Boswell SVP for Corporate Strategy
BALTIMORE MARINE: Case Summary & 20 Largest Unsecured Creditors
BEAR STEARNS: Fitch Upgrades Class B-5 Ser. 2000-2 Note to BB
BOWATER INC: S&P Assigns BB+ Rating to $400 Million Senior Notes
BRANDAID MARKETING: NNM Global Withdraws $400K Investment Offer

CENTENNIAL COMMS: Names John de Armas President, Caribbean Ops.
CENTENNIAL COMMS: Prices $500MM Senior Unsecured Notes Offering
CLUETT AMERICAN: S&P Affirms Junks Ratings Following Refinancing
CONSECO Wilmington Trust Takes Action to Block Plan Confirmation
CONTINENTAL ENGINEERING: Gets Interim OK to Use Cash Collateral

CROSS MEDIA MARKETING: Commences Chapter 11 Reorganization in NY
CRYOCON INC: Cash Resources Insufficient to Continue Operations
DELCO REMY INT'L: Takes Control of Chinese Joint Venture
DIRECTV: Judge Walsh Okays Amended DIP Financing on Final Basis
DOMAN IND.: Monitor KPMG Files June Report with Canadian Court

DUALSTAR: Madeleine Agrees to Exchange Debt for Certain Assets
EAGLE FOOD CENTERS: Selling All Assets to the Highest Bidder
EL PASO: Company's Nominees Re-Elected to Board of Directors
ENGAGE INC: Pursuing Financial Restructuring Under Chapter 11
ENRON CORP: Urges Court to Approve Huntco Settlement Agreement

ENRON: Permian Gathering's Voluntary Chapter 11 Case Summary
ENRON: Transwestern Gathering's Chapter 11 Case Summary
ENRON: Gathering Company's Voluntary Chapter 11 Case Summary
ENRON: EGP Fuels Company's Voluntary Chapter 11 Case Summary
ENRON: Asset Management Resources' Chapter 11 Case Summary

EXIDE TECH.: Asks Court to Fix August 15 Contaminant Bar Date
FAIRBANKS CAPITAL: Firms-Up Financial Restructuring Pact Terms
FASTNET CORP: Taps Schnader Harrison as Bankruptcy Attorneys
FIBERCORE INC: Commences Trading on OTCBB Effective Today
FLEETPRIDE: Consummates Major Financial Recapitalization Deal

FLEMING COMPANIES: Committee Taps Pepper Hamilton as Co-Counsel
FRONT PORCH DIGITAL: Continued Losses Raise Going Concern Doubt
GAUNTLET ENERGY: Commences Restructuring Under CCAA in Canada
GUITAR CENTER: S&P Raises Corp. Credit Rating a Notch to BB-
HASBRO INC: Will Publish Second Quarter Financial Results Monday

HEALTHSOUTH CORP: Mr. Scrushy Sues to Get Financial Information
HOLLINGER: Special Committee Formed to Conduct Investigation
HYNIX SEMICON.: Calls U.S. Decision on DRAM Units "Outrageous"
IRON MOUNTAIN: Prices Public Offering of 6-5/8% Sr. Sub. Notes
KAISER ALUMINUM: Wants to Expand Richards Layton's Engagement

KMART CORP: Pacific Exchange to Trade Options on Kmart Holding
LAKE TROP LLC: Voluntary Chapter 11 Case Summary
LARRY'S STANDARD: Look for Schedules & Statement by July 3
LB COMM'L: Fitch Affirms 6 Note Ratings at Low-B & Junk Levels
MAGELLAN HEALTH: Committee Turns to Houlihan Lokey for Advice

MANITOWOC CO.: Will Present at Deutsche Bank Conference Today
MARYLEBONE ROAD: Class A-3 Notes Rating Dives Down to Junk Level
MCSI INC: Has Until July 3, 2003 to File Schedules & Statements
MONET GROUP: Administrator Readies 4.35% Interim Distribution
MOONEY AEROSPACE: Reaches Restructuring Pact with Noteholders

NATIONAL AUDIT: Case Summary & 16 Largest Unsecured Creditors
NATIONAL CENTURY: Wants to Pay $35,000 Dickenson Break-Up Fee
NATIONSRENT: Judge Walsh Approves Banc of America Financing Pact
NAVISITE INC: Third Quarter 2003 Net Loss Narrows to $11 Million
NETROM INC: Finalizes Acquisition of Tempest Asset Management

NRG ENERGY: Kurtzman Carson Appointed as Noticing & Claims Agent
OMNICARE INC: Acquires SunScript Pharmacy Business for $90 Mill.
PAMECO CORPORATION: Asks Court to Fix July 31 Claims Bar Date
P-COM INC: Undertakes Recapitalization to Reduce Debt Levels
PENTON MEDIA: Commences Trading on OTCBB Under New PTON Symbol

PEREGRINE: Committee Urges Creditors to Reject 4th Amended Plan
PILGRIM CLO: Fitch Affirms BB- $10-Million Class C Note Rating
QWEST: Wins Data Communications Services Contract with Scottrade
RAPTOR INVESTMENTS: March 31 Net Capital Deficit Tops $4.5 Mill.
READ-RITE CORP: Files Voluntary Chapter 7 Petition

RELIANT RESOURCES: Preparing New $550 Million Bond Offering
RENT-A-CENTER: Unit Intends to Redeem All Outstanding 11% Notes
SAGENT TECHNOLOGY: Sets Special Shareholders Meeting for July 15
SASKATCHEWAN WHEAT: S&P Ups Selective Default Ratings to B/CCC+
SF MUSIC BOX: Commences Store-Closing Sales at 90 Locations

ST. JAMES SECURITIES: IDA Fines John James Illidge $425,000
STUARTS DEPARTMENT: Trustee Prepares 9.46% Interim Distribution
TECHNEST HOLDINGS: March 31 Working Capital Deficit Tops $2.4MM
TYCO INT'L: S&P Withdraws Unit's BBB- Note Rating on Repurchase
UNITED AIRLINES: Chicago Stock Exchange Delists UAL Common Stock

USG: Earns Nod to Hire PwC as Special Sarbanes-Oxley Consultants
WEIRTON STEEL: Brings-In Ketchum Inc. for PR Consulting Services
WESTPOINT STEVENS: Wants Until Aug. 15 to File Schedules
WHEELING-PITTSBURGH: Court Approves Proposed Reorganization Plan
WILLIAMS COS.: Closes $1.1BB Sale of Interest in Williams Energy

WILLIAMS COS.: Delaware Partnership Takes Over WEG Ownership
WORLDCOM INC: Posts Improved Operating Earnings for April 2003
WORLDCOM INC: Settles Prepetition Claim Dispute with GCI
WORLDCOM INC: Intends to Assume & Assign Contracts to BellSouth
WORLDSPAN L.P.: S&P Assigns B+ Corporate Credit Rating

XM SATELLITE: Closes $175 Mill. 12% Senior Secured Note Offering
ZCA MINES: St. Lawrence Zinc Wins Court Nod to Buy Balmat Mine

* DebtTraders' Real-Time Bond Pricing

                          *********

A NOVO BROADBAND: Completes Asset Sale Transaction with Teleplan
----------------------------------------------------------------
On June 13, 2003, A Novo Broadband, Inc. (OTCBB:ANVB) completed
the sale of substantially all of its assets comprising its entire
business operations, to Teleplan Videocom Solutions, Inc., a
wholly owned subsidiary of Teleplan Holding USA, Inc.

The sale was authorized and approved by order of the U.S.
Bankruptcy Court for the District of Delaware entered on June 2,
2003. Under the terms approved by the Bankruptcy Court, Teleplan
acquired the assets and assumed certain liabilities of A Novo
Broadband in exchange for $1.8 million in cash.

William Kelley, President of A Novo Broadband, said that the
company plans to file a plan of liquidation pursuant to which it
will distribute all of its remaining assets, including net
proceeds of this sale, to its creditors. Kelly said that the sale
did not include certain inventory and other assets and that A Novo
Broadband would continue its efforts to dispose of its remaining
assets. He said that A Novo Broadband does not expect to make any
distributions to its shareholders.

Prior to the sale, A Novo Broadband provided equipment repair and
related services to manufacturers of digital modems and set-top
boxes and to cable system operators who utilize the equipment.
Teleplan plans to continue this business and maintain A Novo
Broadband's customer and supplier relationships.


ABRAXAS PETROLEUM: Extends Sr. Note Exchange Offer Until Today
-------------------------------------------------------------
Abraxas Petroleum Corporation (AMEX:ABP) has extended the exchange
offer for its 11-1/2% Senior Notes due 2007, Series A, which
commenced on April 23, 2003. Abraxas has extended the expiration
date of the Offer until 5:00 P.M., New York City time, today,
unless the Offer is extended.

As of the close of business today, $113.3 million principal
amount, out of a total outstanding of $113.4 million, of the Notes
had been validly tendered or guaranteed.

The Notes were issued in January of this year in a private
placement in connection with Abraxas' financial restructuring. The
Offer is intended to allow holders of the Notes to exchange their
Series A Notes for registered Series B Notes which may be sold
without restriction, subject to certain exceptions described in
the exchange offer prospectus.

U.S. Bank, N.A. is the exchange agent for the Offer.

Abraxas Petroleum Corporation, whose March 31, 2003 balance sheet
shows a total shareholders' equity deficit of about $70 million,
is a San Antonio-based crude oil and natural gas exploitation and
production company that also processes natural gas. The Company
operates in Texas, Wyoming and western Canada.

Abraxas Petroleum's 11.500% bonds due 2007 (ABP07USA1) are trading
at abouit 57 cents-on-the-dollar, DebtTraders reports. Go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=ABP07USA1for
real-time bond pricing.


ACTERNA CORP: Court Grants Injunction Against Utility Companies
---------------------------------------------------------------
Acterna Corp., and its debtor-affiliates obtained Court injunction
against Utility Companies. The Court believed the Debtors'
assertion that an interruption of any electricity, telephone,
telecommunication, and similar services this early in the Chapter
11 proceedings would severely disrupt their business operations,
resulting in irreparable harm to their restructuring efforts.

Accordingly, the Debtors provide the Utility Companies with
adequate assurance of payment of their postpetition obligations,
through:

     (a) the granting of administrative expense status for
         Utility Services rendered to them by the Utility
         Companies postpetition;

     (b) timely payment of the undisputed amounts of each invoice
         for postpetition Utility Services;

     (c) expedited procedures for the Court to review any
         postpetition payment defaults; and

     (d) the availability of a process for modification of these
         requirements if there is a material and adverse change
         with respect to their solvency or liquidity.

At the May 27, 2003 hearing, the Court determined that the
Proposed Adequate Assurance satisfies the requirements of
Bankruptcy Code Section 366. (Acterna Bankruptcy News, Issue No.
4; Bankruptcy Creditors' Service, Inc., 609/392-0900)


AE SUPPLY: Fitch Gives Secured Bank Facilities Lower-B Ratings
--------------------------------------------------------------
Fitch Ratings has assigned new ratings to Allegheny Energy Supply
Company LLC's multi-tranched bank facilities as follows: 'BB-' to
the $470 million 'new money facility', which has a first priority
lien on substantially all assets of AE Supply (AE Supply Assets);
'B+' to the secured portions of the $988 million refinancing
facility and the $269 million springdale facility, which are
secured by a second priority lien on AE Supply Assets. The
remainder of the refinancing facility and springdale facility is
rated the same as AE Supply's senior unsecured rating, affirmed at
'B'. Fitch has also upgraded the ratings of Allegheny Energy
Supply Statutory Trust 2001 A-Notes (A-Notes) to 'B+' from 'B' to
reflect the pledge of a second priority lien security on AE Supply
Assets. The ratings also have been placed on Rating Watch
Evolving.

The newly assigned ratings of AE Supply's secured bank facilities
reflect the strong asset coverage afforded by the security package
and the stringent terms and conditions that govern the bank credit
agreement and the A-Notes indenture. AE Supply's asset coverage is
supported by the company's fleet of generation fleet located
primarily in the Eastern parts of the United States and its long
term contractual supply agreement with the California Department
of Water Resources (CDWR Contract), recently affirmed and restated
by the CDWR. The bank facilities benefit from a fixed amortization
schedule that requires AE Supply to prepay $250 million and $400
million to the bank group by year end 2003 and 2004, respectively.
They are also advantaged by a cash sweep mechanism that requires
AE Supply to use a significant portion of proceeds from asset
sales or debt and equity issuance to pay down the bank facilities.

AE Supply's affirmed senior unsecured ratings of 'B' already
reflect the effective subordination of AE Supply's senior
unsecured debt as a result of the first and second priority liens.
The ratings also consider the adequate residual asset coverage
afforded to the existing unsecured debt classes after the expected
repayment of the senior secured debt. The ratings are also
influenced by the company's inadequate liquidity position and high
debt leverage and low interest coverage ratios. In 2003, the
company's internally generated cash flow will not be sufficient to
meet its $250 million amortization schedule; it needs to raise
additional funds from external sources or from assets sales.
Adjusting AE Supply's debt to include approximately $400 million
of tolling agreement obligations, AE Supply's ratio of Adjusted
Debt to EBITDA is expected to climb to above 7.5 times and EBITDA
to interest coverage ratio to stay around 1.5x in 2003. Credit
protection measures are projected to improve only gradually in the
next few years, depending on the company's ability to execute
asset sales and raise external funds to further pay down debts and
meet its upcoming maturity schedules.

The Rating Watch Evolving status incorporates Fitch's expectation
that events in the next few months could have either positive or
negative implications on the company's ratings. AE Supply's parent
holding company Allegheny Energy Inc. has yet to complete the
restatements of its 2002 quarterly financial statements and issue
its 2002 financial statements, without which the AYE or AE Supply
cannot access the public capital markets, sell certain assets, or
secure approval from the SEC to issue additional secured debts.
Secondly, AE Supply has made some progress on its plan to monetize
its CDWR Contract with the recent settlement with CDWR. While
execution risk exists, the timely monetization of the CDWR
Contract at a reasonable price will provide not only the proceeds
to meet the 2003 amortization schedule but also free up cash used
to post collaterals for hedges. Lastly, external funding before
year end 2003, either in the public or private placement markets,
may be needed to maintain liquidity.

Allegheny Energy Supply Company LLC is a non-regulated energy
company that generates electricity and markets competitive
wholesale energy commodities in the United States. The company has
8,925MW of generation assets located primarily in the eastern
United States. AE Supply is a whole owned subsidiary of Allegheny
Energy Inc.


AES CORPORATION: Caps Price of 43-Million Share Equity Offering
---------------------------------------------------------------
The AES Corporation (NYSE: AES) has priced its public offering of
43,000,000 shares of common stock at $7.00 per share. AES has
granted the underwriters an option to purchase 6,450,000
additional shares of common stock to cover over-allotments.
The joint book-running managers for the offering were Banc of
America Securities LLC and Lehman Brothers.

The common stock was offered under AES's shelf registration
statement which has been filed with, and declared effective by,
the Securities and Exchange Commission. Printed copies of the
prospectus supplement relating to the offering may be obtained
from:

     Banc of America Securities LLC
     100 West 33rd Street, Third Floor
     New York, NY 10001
     phone: 646-733-4166
     fax: 212-230-8540

        - or -

     Lehman Brothers
     c/o ADP Financial Services
     Integrated Distribution Services
     1155 Long Island Avenue
     Edgewood, NY 11717
     phone: 631-254-7106
     fax: 631-254-7268
     email: niokioh_wright@adp.com

AES is a leading global power company comprised of contract
generation, competitive supply, large utilities and growth
distribution businesses.

The company's generating assets include interests in 158
facilities totaling over 55 gigawatts of capacity, in 28
countries.  AES's electricity distribution network sells 108,000
gigawatt hours per year to over 16 million end-use customers.

As previously reported in Troubled Company Reporter, Standard &
Poor's Ratings Services assigned its 'B+' rating to the AES
Corp.'s $1 billion second priority senior secured notes due
2013.

Proceeds from the notes would be used to repay $475 million of
AES' senior secured bank facility, to fund an open-market tender
for outstanding bonds, and to fund up to $250 million for general
corporate purposes.

AES Corporation's 10.250% bonds due 2006 (AES06USR1) are trading
at about 99 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AES06USR1for
real-time bond pricing.


AIR CANADA: Enters Into New Collective Agreement with CALDA
-----------------------------------------------------------
The Canadian Airline Dispatchers Association confirmed that its
Air Canada membership has voted 91 per cent in support of a new
collective agreement with Air Canada.

"The round of negotiations we just completed was extremely
difficult. Under the circumstances, we were able to bring back an
agreement we felt we could live with," said Russ Williams, Local
Council Chairperson. "Our membership understands the challenges
that face our employer and want to be part of the solution. It is
with a strong company that our collective future will be
guaranteed. Therefore, the formal ratification of this agreement
represents our support towards that future," he concluded.

CALDA represents flight dispatchers at Air Canada. Flight
Dispatchers plan all routes flown by Air Canada flights and file
these routes with Air Traffic Control. Flight Dispatchers must be
certificated by Transport Canada and pass federal examinations in
90meteorology and flight operations.

                        *   *   *

As reported, the Air Canada Board approved a plan to seek the debt
and equity financing required to fund a successful emergence from
CCAA proceedings. In such circumstances, it is highly likely that
a substantial portion of the company's unsecured debt will be
converted to new equity and that there will not be any meaningful
recovery to existing equity of the Company. As reported, the Air
Canada Board approved a plan to seek the debt and equity financing
required to fund a successful emergence from CCAA proceedings. In
such circumstances, it is highly likely that a substantial portion
of the company's unsecured debt will be converted to new equity
and that there will not be any meaningful recovery to existing
equity of the Company.


AIR CANADA: Pilots Appeal CIRB Chair for Emergency Hearing
----------------------------------------------------------
Citing the "harsh and punitive impacts" of a just-released
arbitration award, the Air Canada Pilots Association is making
an urgent appeal for an emergency Canadian Industrial Relations
Board hearing.

In a letter to Paul Lordon, Chair of the CIRB, from ACPA legal
counsel Steve Waller, the Air Canada pilots detail the profound
consequences of the award issued June 16, 2003, by arbitrator
Brian Keller. The Keller decision deals with the Air Canada
seniority lists that resulted from the merger of Air Canada and
Canadian Airlines in January 2000.

Waller writes, "To a degree that is shocking, the Keller award has
made all but a few original Air Canada pilots losers, and all but
a few former Canadian pilots huge winners." He provides detailed
examples of the impact on Air Canada pilots who will face pay cuts
of thousands of dollars and have their careers stalled because of
inequities resulting from the Keller award.

Waller points out that in a previous CIRB decision (No. 183) on
the merged seniority lists, Mr. Lordon said that the Keller
arbitration must "be consistent with the principles set out" in
that decision, and that "any settlement will be subject to Board
review." It is ACPA's position that the Keller decision ignores or
violates the principles of Decision 183.

ACPA is asking Mr. Lordon for an urgent hearing because of
upcoming events related to the financial situation of Air Canada.

Waller letter:

                           Steve Waller
              Tel: (613) 231-8248, Fax: (613) 788-3664
                      steve.waller@nelligan.ca

    June 17, 2003

    BY FAX

    Mr. J. Paul Lordon, Q.C., Chairperson
    c/o Mr. P. Sioui Thivierge
    Regional Director and Registrar NCR
    Canada Industrial Relations Board
    C.D. Howe Building
    240 Sparks Street
    4th Floor West
    Ottawa, Ontario K1A 0X8

    Dear Mr. P. Sioui Thivierge

    Re:  In the matter of the Canada Labour Code (Part I -
         Industrial Relations) and an application for review filed
         pursuant to section 18 thereof concerning Air Line Pilots
         Association, applicant; Air Canada, Canadian Union of
         Public Employees, Airline Division, Canadian Airlines
         Component, Air Canada Pilots Association, Canadian
         Union of Public Employees, Airline Division, Canadian
         Union of Public Employees, Airline Division, Air Canada
         Component, National Automobile, Aerospace, Transportation
         and General Workers Union of Canada (CAW-Canada),
         National Automobile, Aerospace, Transportation and
         General Workers Union of Canada (CAW-Canada), Local 2213,
         National Automobile, Aerospace, Transportation and
         General Workers Union of Canada (CAW-Canada), Local 1990,
         International Association of Machinists and Aerospace
         Workers, International Association of Machinists and
         Aerospace Workers, Transportation District 140,
         International Association of Machinists and Aerospace
         Workers, Local 1751, International Association of
         Machinists and Aerospace Workers, Local 1763,
         International Association of Machinists and Aerospace
         Workers, Local 2309, International Association of
         Machinists and Aerospace Workers, Local 2754,
         International Association of Machinists and Aerospace
         Workers, Local 2223, International Association of
         Machinists and Aerospace Workers, Local 1681,
         International Association of Machinists and Aerospace
         Workers, Local 764, International Association of
         Machinists and Aerospace Workers, Local 2749,
         International Association of Machinists and Aerospace
         Workers, Locals 2323, 2324, 2603 and 714, respondents;
         and Canadian Air Line Dispatchers Association, respondent
         - Board File No. 22220-C

         In the matter of the Canada Labour Code (Part I -
         Industrial Relations) and an application for review filed
         pursuant to sections 18.1 and 35 thereof concerning Air
         Canada Pilots Association, Applicant; Air Canada,
         Canadian Airlines International Limited, consolidated
         single employer; Air Line Pilots' Association,
         respondent; 853350 Alberta Ltd. 866983 Alberta Ltd.
         c.o.b. as Air Canada Capital Corporation; Canadian Union
         of Public Employees, Airline Division, Canadian Airlines
         Component; Canadian Union of Public Employees, Airline
         Division; Canadian Union of Public Employees, Airline
         Division, Air Canada Component; National Automobile,
         Aerospace, Transportation and General Workers Union of
         Canada (CAW-Canada); National Automobile, Aerospace,
         Transportation and General Workers Union of Canada (CAW-
         Canada), Local 2213; National Automobile, Aerospace,
         Transportation and General Workers Union of Canada (CAW-
         Canada), Local 1990; International Association of
         Machinists and Aerospace Workers; International
         Association of Machinists and Aerospace Workers,
         Transportation District 140, International Association of
         Machinists and Aerospace Workers, Local 1751;
         International Association of Machinists and Aerospace
         Workers, Local 1763; International Association of
         Machinists and Aerospace Workers, Local 2309;
         International Association of Machinists and
         Aerospace Workers, Local 2754; International Association
         of Machinists and Aerospace Workers, Local 2223;
         International Association of Machinists and Aerospace
         Workers, Local 1681; International Association of
         Machinists and Aerospace Workers, Local 764;
         International Association of Machinists and Aerospace
         Workers, Local 2749; International Association of
         Machinists and Aerospace Workers, Locals 2323, 2324, 2603
         and 714, interested parties; Air Line Pilots Association,
         respondent; and Canadian Air Line Dispatchers
         Association, interested party - Board File No. 21177-C
         Our File No. 8807-108

    Would you please pass this letter on to Chairperson Lordon on
an urgent basis.

    I am writing on behalf of ACPA concerning the Keller pilot
seniority arbitration award, which was released yesterday. I have
enclosed a copy of that award.

    Prior to the arbitration, the Board stated that regardless of
any private agreements between the parties to the contrary, the
Board would exercise supervision over the Keller award prior to
its implementation, to ensure that the award was consistent with
Board Decision no. 183. This was made clear in a December 13, 2002
conference call with the parties, and was confirmed in a Board
letter issued that same day on Board file no. 22220-C:

      It is understood that the reference to arbitration will be
      consistent with the principles set out in CIRB no. 183...
      Following receipt of the protocol of arbitration, the Board
      will establish reporting dates consistent with it... As
      indicated in the telephone conference of this afternoon, the
      Board wishes to reaffirm that the provisions of any
      settlement will be subject to Board review in accordance
      with 18.1 of the Canada Labour Code (emphasis added)

    Over the past 24 hours, ACPA has been studying the
implications of the Keller award. In summary, that award
accomplishes precisely the opposite of the principles enunciated
in Decision 183. To a degree that is shocking, the Keller award
has made all but a few original Air Canada pilots huge losers,
and all but a few former Canadian pilots huge winners - based on
the very same measures of fair impact that led the Board to
conclude that the Mitchnick award had to be modified.

    1.  REQUEST FOR HEARING

    This letter sets out only some of the harsh and punitive
impacts of the award, if implemented in its present form. ACPA
requests that the Board schedule a hearing, on an expedited basis,
so that the Board will fully appreciate the impact of the award
that is now before it. Please take into account I cannot be
available for such a hearing this Saturday, June 21, unless the
hearing takes place in Ottawa and ends by 4:00 p.m.; on Thursday,
June 25, unless the hearing takes place in Ottawa and ends by 6:00
p.m.; or at all on Sunday June 29.

    There is considerable urgency to this matter. Just last week
Air Canada issued an Equipment Bid, Bid 03-01. This Bid is an
unprecedented "downbid" that will accomplish all of the pilot
layoffs and demotions that will result from Air Canada's plan to
dramatically downsize its fleet. The Bid closes on June 30 and the
resulting layoffs and demotions will then be implemented over the
next several months. As I write this letter, all affected pilots
are assessing how this Bid will affect them personally under the
Keller award.

    In addition, ACPA and Air Canada are still involved in very
sensitive negotiations to put in writing a largely-verbal
tentative agreement reached two weekends ago. I refer to the long-
term "cost-savings" pilot collective agreement that Air Canada has
said is necessary to its survival. Assuming that
the parties can agree on the language, the tentative agreement
will be put to the pilots for ratification this month.

    As the Board is aware, pilots are able to quickly assess on
any given Bid what position they will be able to hold, and hence
what income they will be able to earn. The Tentative Agreement
will impose a 16.5% salary cut to those pilots who are lucky
enough to maintain the pilot positions they currently hold. The
pay cuts will be much more dramatic for pilots who are "force-
reduced", i.e. demoted to lower-paying pilot positions.

    If the Keller award is implemented in its present form, it
will systematically minimize demotions, and even result in
promotions, for former Canadian pilots; and will just as
systematically impose disproportionate demotions and layoffs on
former Air Canada pilots. All as a result of an arbitration whose
very purpose was to ensure that there are no "winners or losers"
from the seniority integration.

    It is inevitable that the original Air Canada pilots, who form
a majority of the bargaining unit, will assess the acceptability
of the concessions in the Tentative Agreement in conjunction with
the dramatic demotions and layoffs (and hence additional loss in
compensation) that is inherent for them in the Keller award. The
stakes are about as high as this Board or its predecessor has
seen.

    2.  IMPACTS OF THE KELLER AWARD IN HIGHLIGHT

    This section sets out some of the major impacts of the Keller
award as a whole. Later I will deal with the impacts of specific
components of the award.

    Systematic Transfer of Relative Seniority (Bidding Power) from
    Air Canada to Canadian Pilots

    The Board will recall that during the reconsideration of the
Mitchnick award, both pilot associations relied on the
preservation of pre-merger "relative seniority" on the merged list
as a significant test of fairness. For example, when a pilot was
half-way (50%) down his pre-merger seniority list, does he remain
at or close to 50% on the merged list?

    In the reconsideration of Mitchnick, the parties differed as
to which Equipment Bids should be used to identify pre-merger
relative seniority. In its presentations, ACPA was already using
Bids 00-01 and EAB 35, the very pre-merger Bids in effect on the
new Board-ordered seniority merger date of October 17, 2000. ACPA
showed that using those as the pre-merger bids, the Mitchnick list
came very close to maintaining the pre-merger relative seniority
of all pilots.

    Again in the Keller arbitration, both parties relied on
maintenance of pre-merger relative seniority as a major indicator
of fairness and compliance with Decision 183. Here is what ALPA
wrote in its Opening Brief:

      220. The Canadian pilots submit that the effect of the
      seniority integration proposals on the relative seniority of
      the overwhelming majority of their pre-merger bargaining
      unit is a matter of important consideration in this process.

    This same test has been recognized and applied by two other
seniority arbitrators acting under section 18.1 in the Air
Canada/Canadian merger. Arbitrator Jolliffe adopted a "dovetail"
solution based on evidence that it would come close to maintaining
pre-merger relative seniority:

      ...with nearly 60% of all employees registering little or no
      difference in percentile, less than 2.5 percentile, as a
      result of the merger of the two lists by date of hire. The
      mean difference for the group as a whole was measured at -
      2.2 percentile for Air Canada and +2.3 for Canadian (CAIL).
      He found the closest similarity in composition of seniority
      for the highest 40% and for the lowest 20% which he referred
      to as having "minuscule differences". (page 60)

    Arbitrator Burkett based his entire solution on the
maintenance of pre-merger relative seniority. Here are just two of
his many statements about the importance of that goal:

      When reference is had to both the labour relations
      objectives of the Code and to the ultimate goal under the
      protocol (pursuant to which I have been appointed) of
      achieving a fair and equitable seniority integration, I must
      reject a blind adherence to the concept of seniority as an
      unalterable ranking by date of hire. This is so because
      the value of one's seniority, i.e. the extent to which one's
      seniority provides access to these benefits/protections, is
      not dependent upon one's date of hire but rather upon one's
      relative position on the seniority list. One's date of hire
      has no intrinsic value other than as a mechanism by which
      one's relative position may be established. It is one's
      position relative to others within the group that is
      competing for these service related benefits/protections
      that has real value. Accordingly, notwithstanding the
      emotional attachment to one's date of hire as a measure of
      one's worth or the self-interest that causes some
      to embrace date of hire integration and others to reject it,
      it is the relative position of the affected employees that
      gives meaning and value to their seniority...

      Furthermore, the choice of concept is not based on some
      projection as to what career prospects might have been had
      the merger not taken place. Rather, that choice is based
      upon an appreciation of the simple fact that the value of an
      individual's seniority is determined by relative position on
      the seniority list such that the preservation of one's
      relative position leaves an individual with the same
      opportunity to access these benefits/protections as before
      the merger. Accordingly, a concept of seniority that
      preserves relative position within the context of a merger
      of two bargaining units is to be preferred over a concept of
      seniority that has the potential to distort relative
      position and, thereby, create windfalls/losses that are
      counterproductive to harmonious and productive labor
      relations as contemplated under the Code. (emphasis added)

    This universal recognition of the importance of relative
seniority is based on the common-sense reality that preserving
relative seniority preserves bidding power so that pilots do not
lose the ability to hold the very jobs they could achieve on the
Board's new merger date of October 17.

    Against that backdrop, what does the Keller award do to the
pre-merger relative seniority of the pilots? It systematically and
severely discounts it for Air Canada pilots, while systematically
giving Canadian pilots a corresponding relative seniority premium.

    Under the changes introduced in the Keller award, the average
Air Canada pilot has lost 10% of the relative seniority he enjoyed
on October 17 - before the Mitchnick award. The average Canadian
pilot has gained 10%. Some Air Canada pilots have lost as much as
21% while some Canadian pilots have gained as much as 21%.

    Under this award, no Air Canada pilot has gained relative
seniority, and no Canadian pilot has lost it. They win, we lose,
in every case.

    The impact on one ACPA Merger Committee member is a case in
point:

    -  On bid 00-01 he held the Vancouver A340 First Officer
       position at the 88% level.

    -  On the Keller list he has had 284 former Canadian pilots
       placed senior to him.

    -  His pre-merger system seniority percentile was 53.2%. He
       will now be matched with a former Canadian pilot who pre-
       merger was 72.3% - a 19% gain for the former Canadian
       pilot.

    -  On bid 03-01 the downsizing coupled with his new seniority
       position will not even allow him to hold the B767 position

    -  the position he held before moving to the A340. He will be
       forced to a mid-range position on the A320.

    This will translate into a 38% pay decrease which will last
for years.

      Systematic Transfer of Pilot Jobs from Air Canada to
                        Canadian Pilots

In Decision 183 the Board rejected "date of hire" because that
method:

      "would see a substantive number of Canadian pilots
      significantly improving their pre-merger job status to the
      disadvantage of the Air Canada pilots.

    The Keller award, in its current form, does exactly the same
thing. It will put 89% of the Canadian pilots in the higher-paid
positions (widebody First Officer or senior). Before the merger,
only 71.8% Canadian pilots held such positions.

    To put this travesty into perspective we will first highlight
the effect of the award on Captain David Coles, chair of the ACPA
Merger Committee.

    -  On bid 00-01 he could have held (if he had bid it) the
       second last Toronto B767 Captain position.

    -  His Canadian equivalent - the second last Toronto B767
       Canadian Captain on the same bid (EAB 35) - was placed 9
       numbers senior to him on the Mitchnick list. We would call
       this a seniority bulls eye.

    -  Incredibly, Mr. Keller has placed this Canadian pilot about
       442 numbers senior to Captain Coles - even though their
       seniority on October 17 entitled them to exactly the same
       job situation.

    -  Worse still, the Keller award has inserted above Captain
       Coles 189 additional Canadian pilots whose seniority was
       insufficient to secure them a B767 Captaincy.

    -  This will likely cost Captain Coles countless tens of
       thousands of dollars, and could make him wait until 2006 or
       later before he has any chance of attaining the position he
       could already have held pre-merger.

    The situation is even worse for other Air Canada pilots:

    -  With this current downbid, 52 Toronto B767 Captains will be
       force reduced. Under the Keller award, all but 3 of them
       will be original Air Canada pilots.

    -  19 Air Canada pilots who were already B767 Captains before
       October 17 will be bumped to lower-paying A320 jobs.

    -  Meanwhile, 11 Canadian pilots who on October 17 could hold
       only the A320 Captain will be able to retain a B767
       Captaincy, even in the downsizing, solely as a result of
       the Keller premium.

    -  To compound this injustice, Mr. Keller has removed the
       extended reinstatement rights that Mitchnick awarded, which
       at least would have softened the fall for Air Canada
       pilots. This change too has been made without any
       explanation.

    -  Thus, these 49 original Air Canada B767 Captains will be
       unable to reclaim their original jobs for years, first
       because their reinstatement rights will run out in one
       year; and second, because the Keller award will subordinate
       them to a host of former Canadian pilots who will get the
       vacancies before them despite their inability to hold
       the B767 at all before the merger.

    Loss of Seniority Numbers

    On average the Keller award jumps the average Canadian pilot
320 seniority numbers higher than he was a week ago. One Canadian
pilot moves up 776 numbers.

    In contrast, the average Air Canada pilot drops down by 165
numbers, and one Air Canada pilot goes down 287 numbers.

    In real life, then, two pilots who were side by side on the
Mitchnick list holding an equivalent pilot position will now be
separated on average by 485 numbers. This is "no winner or
losers"?

    Endtailing of Air Canada Pilots for Layoff Purposes

    The bottom Keller group, Group 6, includes 6 Air Canada pilots
for every Canadian pilot. So the Air Canada pilots will take 6 of
every 7 layoffs. Is that the kind of result that Decision 183
calls for?

    3.  THE KELLER RATIO SUBGROUPS

    Taken even as a standalone factor, the Keller subgroups
inflict all of the same kinds of harm on Air Canada pilots. Again
the pattern is the consistent and permanent discounting of Air
Canada pilot seniority in order to premium Canadian seniority.

    Although Mr. Keller states that his subgroups are based on the
Article 25 ranking of pilot positions for pay purposes, they bear
no reasonable relationship to that ranking. The Board has clearly
determined that its statutory obligation to protect collectively
bargained seniority rights must be given substance by integrating
on the basis of what the Board calls "existing job situations". A
statement of definition of this principle is at paragraph 170(g)
of Decision No. 183:

      ...to group pilots in a similar work situation together with
      those whose seniority allowed them to fly similar equipment
      with similar status at the relevant time...

    While the Board allowed for the possibility that differently-
paid jobs could be grouped together, it also provided that in the
absence of the agreement of either union, the position rankings in
Article 25 should be used as the subgroups. The two unions did not
agree.

    Mr. Keller has nonetheless grouped differently-paid positions
together, but only so as to consistently advantage Canadian pilots
and discount Air Canada pilots.

    Wherever one group dominates a higher-paying position, it is
to the disadvantage of that group to lump that higher-paying
position with lower-rated positions. The Canadian pilots dominated
the B747 widebody positions - and the Keller award creates
separate groups for those positions alone. In unexplained
contrast, the Air Canada pilots dominated the A340/330 positions -
and the Keller award lumps those widebody positions with the much
lower B767 positions. The Air Canada pilots dominated the higher-
paying A320 positions - and the Keller award lumps them together
with the lower-paid B737 positions that accounted for half of the
Canadian jobs on October 17. The Air Canada pilots dominated the
CL-65 Captain position, which ranked higher for pay purposes than
First Officers on the B737. The Keller award has lumped those
Captains in with the lower paid Canadian First Officers.

    The sole explanation for these departures from the pay
rankings in Article 25 is a consideration of unspecified evidence
about how the Employer viewed the aircraft in terms of their
assignment to various routes, etc. - none of which was under the
pilots' control or driven by their seniority or other collective
agreement rights.

    Finally, ACPA has learned that after Mr. Keller had called an
end to evidence, he obtained additional evidence from ALPA alone
about the company use of aircraft, without inviting evidence in
response from ACPA. This was a clear denial of natural justice,
and also broke Mr. Keller's own assurances that whenever he sought
input from one union on a given subject, he would also seek it
from the other union.

    4.  THE KELLER RATIO ADJUSTMENTS TO "CORRECT MITCHNICK"

    It will be seen that after Mr. Keller defines his subgroups
and the ratios, he then changes the ratios in all but one of the
subgroups containing Air Canada pilots. It is this "correction"
that accounts for much of the harm outlined in the first part of
this letter.

    No Basis in Decision 183 for Any Mitchnick Correction

    First, it is submitted that Decision No. 183 does not
contemplate any wholesale adjustment to take away the positions
achieved by the pilots under the Mitchnick bids. In fact,
paragraph 173 of the Board's decision contemplates a
straightforward "no bump, no flush" arrangement so that pilots
will maintain their latest awarded positions in the short term and
move gradually, over time, to the positions that their new
seniority numbers will allow. That paragraph expressly warns
against the disruption that would be suffered by the pilots, the
company and its training program if a large and sudden
"correction" to existing awarded positions were made.

    The centrepiece of the Keller award is exactly that kind of
rash dislocation, all on a single unprecedented "downbid".

    No Quantifying Losses Arising from Mitchnick Application
                         on Past Bids

    During the arbitration hearings, ALPA asserted generally that
the Canadian pilots had suffered losses under past bids using
Mitchnick.

    As for the appropriate remedy to correct past bid results
under Mitchnick, ALPA itself recognized that it would be unfair to
"correct" four past bids by permanently discounting Air Canada
pilot seniority on  the seniority list itself. This position was
clearly set out at paragraph 424 and 425 of ALPA's Opening Brief:

      424. The seniority list should be constructed to resolve two
      of the major factors: non-equivalent aircraft categories and
      job classifications and the demographic impact on pre-merger
      Canadian seniority at the Vancouver base. List construction
      is also the appropriate mechanism to address two of the
      incremental factors: restoring ALPA's pre-merger bargain for
      former CRA pilots and compensating for the merged employer'
      disparate treatment of the pre-merger pilot groups in its
      business decisions relating to Canadian Airlines and Air
      Canada during 2000.

      425. The no bump/no flush should consider temporary
      implementation measures to resolve the major factor of
      retirement demographics and the incremental factor of
      interim Mitchnick impacts. While it would be technically
      possible to deal with retirement demographics through
      permanent list construction, the Canadian pilots suggest
      that the problem is of limited duration and that ACPA itself
      might be more attracted to a temporary solution. Therefore,
      the Canadian pilots are open to resolving retirement
      demographics with a mechanism for implementing the list over
      a defined period of time.

    Faced with that ALPA request, Mr. Keller rejected the
"demographic equity" argument that ALPA put forth to justify
permanent premiums in the list itself, but then adopted that
highly unfair remedy to correct alleged temporary losses under
four bids. All without ever quantifying what those losses were.

    Impact of Mitchnick Adjustments

    The Keller groupings alone will cost the average Air Canada
pilot 70 seniority numbers, and will give the average Canadian
pilot a gain of 138 numbers. The altered bidding power from these
changes will be exercised fully and immediately on the current
downbid. There is no explanation why this immediate gain is not
enough to compensate for the alleged harm suffered by Canadian
pilots on the last four bids.

    On top of that, the "Mitchnick correction" will cost the
average Air Canada pilot an additional 94 seniority numbers, and
will give the average Canadian pilot an additional 185 seniority
numbers. Thus more than half of the harm inflicted on the Air
Canada pilots comes from an ad hoc, last-minute adjustment to the
permanent seniority list.

    5.  NO RATIONALE FOR NUMBERS IN SUBGROUPS OR .25 CORRECTION

    The Mitchnick award was overturned partly due to its lack of
explanation for the numbers used in his ratio subgroups.

    Here is what ALPA wrote in its Opening Keller Brief about the
need for full reasons:

      186. However, in so doing, the Board has made certain
      findings regarding the arbitration process which help to
      clarify its decision on the merits and may also guide the
      remedial process:

      (a) the Mitchnick award did not provide a clear
      justification and reasons, and some technical aspects of the
      award were not understood by the Parties. The technical
      details of the remedial award must be reasonably
      understandable to knowledgeable pilots affected by it.
      (Decision No. 183, paragraph (131)-(132)).

      (b) the Mitchnick award was completed without adequate
      engagement of the Parties on the relevant issues and
      integration model. The Board has expressly mandated a
      mediation component to the remedial process.
      (Decision No. 183, paragraph (171)).

    The Keller award fails that test. As the Board has recognized,
the parties arguably understood the rationale for the Mitchnick
numbers. Yet the Board itself insisted on an express rationale so
that it could be assured that Code principles had been followed.

    There is no explanation for the numbers used in the Keller
Award. In particular, ACPA cannot tell why Mr. Keller has chosen
to adjust the ratios by .25 as a "Mitchnick correction". That
appears to be a totally arbitrary number. Yet it constitutes the
biggest single premium for the Canadian pilots and the biggest
single discount for the Air Canada pilots.

    What ACPA can tell is that this discount bears no apparent
relationship to any arguable losses under the Mitchnick bids over
the past few years. In fact, the discount exceeds the remedy
sought by ALPA many times over. At no time did Mr. Keller even
engage ACPA on the issue of how much the Canadian pilots can claim
to have lost under past bids, separated out from its claims for
other kinds of losses.

    6.  NO ASSESSMENT OF IMPACT

    Finally, it is important for the Board to understand that Mr.
Keller had no evidence at all on the impact of his award on the
individual pilots' relative seniority, ability to hold pre-merger
jobs, the existence or extent of any premiums or discounts to
individual pilots. Nor did he ask for any. This is as a result of
the manner in which the mediation arbitration/process was
conducted.

    On May 2, Mr. Keller brought mediation to an end. ACPA
understood that to close off the proposals that would be
considered. On May 4, Mr. Keller closed the hearings entirely,
i.e., no further submissions could be made and no further evidence
could be entered. Counsel withdrew from the case, and the panel
retired to consider its award in "executive session". Mr. Keller
allowed only the data specialists from each union could continue
to have input, but only if he asked for it, and only in answer to
his specific questions. There was no remaining right to put forth
evidence or argument at any party's initiative.

    Without advance notice, Mr. Keller changed the ground rules.
He invited further proposals, but did not open up the hearings to
allow the parties to make submissions or tender evidence about
those new proposals. The award has in fact adopted at least one
new element from a new ALPA proposal - the creation of separate
subgroups for B747 positions, separate from and above the
other widebody jets.

    Throughout the hearings, and the executive sessions that
followed, Mr. Keller used the parties' nominees to communicate his
messages to the parties. On or about June 6, ACPA learned through
its nominee that Mr. Keller had already indicated the main parts
of his decision - the groupings that appear in his award, and some
unspecified "re-ratioing" to "correct" for the unquantified losses
on the Mitchnick Bids.

    Mr. Keller had not asked the ACPA data specialists, at least,
for any analysis of the impact that such a solution would have on
Air Canada pilots. Nor did he open up the hearings to allow ACPA
to make the submissions, or tender the evidence, needed to rebut
the radical notion that the Air Canada pilots' seniority should be
permanently discounted on all future bids to make up for
unquantified Canadian losses on a handful of past bids. It was in
that context that ACPA withdrew from the hearing.

    The award gives Mr. Keller's viewpoint that he had not in fact
made his decision prior to ACPA's withdrawal. There appears to
have been a misunderstanding on this point. Subsequent attempts by
ACPA's nominee to reopen the hearings to tender impact evidence
were denied by Mr. Keller. Thus the misunderstanding has been
preserved, and the award has issued without its actual impact
being explored in any detail by the Chairman.

    For that reason alone, it is submitted that Board intervention
is urgently required.

    ACPA will, if necessary, provide affidavit evidence or sworn
testimony to substantiate these events.

    All of which is respectfully submitted.

                                    /s/ Steve Waller


AIR CANADA: 25 Airport Authorities Intend to Amend Credit Terms
---------------------------------------------------------------
Certain airport authorities seek to amend the credit terms
extended to Air Canada and its debtor-affiliates for the goods and
services provided after the CCAA Petition Date.

In lieu of cash-on-delivery terms for future supply of airport
services, the Airport Authorities propose to shorten the billing
cycle, payable in arrears, without security.

In the alternative, the Airport Authorities suggest the creation
of an administrative charge ranking after the charges presently
created in the Initial CCAA Order.  All postpetition amounts
payable to the Canadian airport authorities and NAV Canada as
fees, charges, rents, airport improvement fees and passenger
facility fees must be secured by a charge on the Applicants'
property without the requirement to file, register, record or
perfect the charge.  This Airport Administrative Charge must be up
to a maximum amount of C$150,000,000.

The Airport Authorities also ask the Court to reserve their rights
to approve the assignment of Air Canada's licenses and leases in
the event the CCAA lender enforces its security.  They also want
assurance that in the event the CCAA lender enforces its security,
the airport facilities will not remain dormant.

The Airport Authorities are ongoing suppliers of services that are
essential to the Applicants.  Correspondingly, the Airport
Authorities are dependent on the revenues from the Applicants,
who, collectively, are their single largest customer, to fund
their operations.  As not-for-profit corporations, Jeffrey C.
Carhart, Esq., at Miller Thomson LLP, in Toronto, Ontario, tells
the Court that the Airport Authorities have no share capital or
equity base.  Therefore, if the Applicants fail to pay their fees
and charges, the Airport Authorities will face significant
difficulty in satisfying their own financial obligations to their
lenders and to the federal government under the airport ground
leases.

The Airport Authorities are: The Calgary Airport Authority, the
Edmonton Regional Airports Authority, Halifax International
Airport Authority, Aeroports de Montreal, Ottawa Macdonald-
Cartier International Airport Authority, Vancouver International
Airport Authority, Winnipeg Airports Authority Inc., Greater
London International Airport Authority, Saskatoon Airport
Authority, Regina Airport Authority, Victoria Airport Authority,
Greater Fredericton Airport Authority Inc., St. John's
International Airport Authority, Kelowna International Airport,
Hamilton International Airport, Charlottetown Airport Authority
Inc., Gander International Airport Authority, Kamloops Airport,
Saint John Airport Inc., Fort St. John Airport, Aeroport de
Quebec, Cranbrook Airport Services Limited, Greater Moncton
Airport Authority Inc., Toronto City Centre Airport and Prince
George Airport Authority.

At March 31, 2003, the seven largest Airport Authorities --
Vancouver, Edmonton, Calgary, Winnipeg, Ottawa, Montreal and
Halifax -- were owed C$15,844,182 for services supplied to the
Applicants before the Petition Date.  The Applicants also accrued
C$1,504,260 in prepetition rent.  The Applicants also owe
C$8,750,735 for prepetition airport improvement fees and passenger
facility fees they collected on the Airport Authorities' behalf.
(Air Canada Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


ALLEGHENY ENERGY: Fitch Places Low-B Ratings on Watch Evolving
--------------------------------------------------------------
Fitch Ratings has upgraded the senior unsecured ratings of
Allegheny Energy Inc. and its utility subsidiaries as follows: AYE
to 'BB' from 'B+'; West Penn Power Company to 'BBB-' from 'BB+',
Potomac Edison Company to 'BBB-' from 'BB'; and Monongahela Power
Company to 'BBB-' from 'BB'. Fitch has also assigned a 'BB' rating
to AYE's $330 million unsecured bank facility maturing 2005. The
ratings are also placed on Rating Watch Evolving.

AYE's ratings are supported by stable dividend stream from its
regulated subsidiaries MP, WPP and PE. AYE has low parent leverage
and has suspended dividend payments to its common shareholders. As
a result, AYE's standalone liquidity is adequately supported by
dividend distributions received from its regulated subsidiaries.
AYE's ratings also reflect the company's exposure to its
unregulated subsidiary Allegheny Energy Supply Company LLC (AE
Supply, senior secured debt rated 'BB' by Fitch), which is
currently facing financial stress.

The upgrade of AYE's senior unsecured debt is triggered by a
thorough analysis of the recovery prospects of the company based
on the strong net equity value of its three regulated utilities.
Fitch estimates that the net equity value of AYE's utilities
covers AYE's current debt and potential exposure to AE Supply
sufficiently. Currently AYE has issued about $200 million of
guarantees on behalf of Allegheny.

The upgrade of AYE permits the corresponding upgrade of its
regulated utilities, whose ratings are currently constrained by
those of its parent. WPP, PE, and MP all have substantially better
standalone credit profiles than indicated by their current
constrained ratings. The rating constraint of the utilities by
AYE's rating reflects the utilities' moderate degree of insulation
from the parent. Since WPP, PE, and MP are not entirely insulated
from the credit risk of their parent, their senior unsecured
ratings are two notches above AYE's senior unsecured ratings.

The Rating Watch Evolving status reflects the current status of AE
Supply, whose ratings are contingent upon the outcome of several
upcoming events. The AYE group has yet to complete its
restatements of quarterly financial results for 2002 and issue its
2002 financial statements, without which the AYE or AE Supply
cannot access the public markets, sell certain assets, or obtain
approval from the SEC to issue additional secured debts. Secondly,
AE Supply is making progress towards monetizing its CDWR Contract
with the recent settlement with CDWR. While execution risk exists,
the timely monetization of the CDWR Contract at a reasonable price
would provide not only the proceeds to meet the 2003 amortization
schedule but also free up cash used to post collaterals for
hedges. Lastly, external funding by AYE or AE Supply before year
end 2003, either in the public or private placement markets, will
help to achieve liquidity at AE Supply.

The ratings affected are listed below:

     Allegheny Energy, Inc.

        -- Senior unsecured debt upgraded to 'BB' from 'B+';
        -- Bank credit facility maturing in 2005 rated 'BB'.

     West Penn Power Company

        -- Medium-term notes upgraded to 'BBB-' from 'BB+'.

     Potomac Edison Company

        -- First mortgage bonds upgraded to 'BBB' from 'BBB-';
        -- Senior unsecured notes upgraded to 'BBB-' from 'BB'.

     Monongahela Power Company

        -- First mortgage bonds upgraded to 'BBB' from 'BBB-';
        -- Medium-term notes/pollution control revenue bonds
           (unsecured) upgraded to 'BBB-' from 'BB';
        -- Preferred stock upgraded to 'BB+' from 'BB-'.

Ratings of AYE's other affiliates are as follows:

     Allegheny Energy Supply Company LLC

        -- Secured bank credit facilities with first priority lien
           rated 'BB-';
        -- Secured bank credit facilities with a second priority
           lien rated 'B+';
        -- Unsecured bank credit facilities rated 'B';
        -- Senior unsecured notes rated 'B'.

     Allegheny Generating Company

        -- Senior unsecured debentures rated 'B'.

     Allegheny Energy Statutory Trust 2001-A Notes

        -- Senior secured notes rated 'B+'.

     West Penn Funding LLC

        -- Transition bonds rated 'AAA'.

     Allegheny Energy Supply Company LLC

        -- Pollution control bonds (MBIA-Insured) rated 'AAA'.

Allegheny Energy Inc. is a registered utility holding company,
which owns three regulated utilities, Monongahela Power, Potomac
Edison and West Penn Power and two non-utility subsidiaries. The
utilities deliver electric and gas service to 1.5 million
customers in parts of Maryland, Ohio, Pennsylvania, Virginia, and
West Virginia and 230,000 customers in West Virginia,
respectively. AYE's non-utility subsidiaries consist of AE Supply
Co. LLC, which develops, acquires, owns and operates generating
plants and is a marketer of electricity and other energy products
and Allegheny Ventures which is involved in telecommunications and
energy related projects.


ANC RENTAL: Inks $290MM Asset Sale Pact with Investment Group
-------------------------------------------------------------
ANC Rental Corporation, parent company of Alamo Rent A Car and
National Car Rental, has signed an agreement to sell substantially
all of its assets to a private investment group who will also
assume certain liabilities. The sale, valued at $290 million,
culminates ANC's efforts to restructure itself after filing for
chapter 11 bankruptcy protection in November, 2001.

Under terms of the deal -- which allows Alamo and National to
continue to build on their leadership positions in leisure and
business travel, respectively -- the investor group will pay $230
million in cash, assume $60 million in non-vehicle debt, and
provide a $150 million committed working capital line.
Additionally, the buyer will assume over $2 billion in vehicle
debt plus other current liabilities. ANC has in excess of $290
million in secured non-vehicle debt and super priority
administrative claims.

The sale requires the approval of the United States Bankruptcy
Court for the District of Delaware. Currently a hearing to approve
formal bidding procedures is scheduled for June 18 before U.S.
Bankruptcy Judge Mary Walrath. ANC is requesting that the
Bankruptcy Court set a hearing to approve the sale on August 6,
2003. Approval of the June 18 bidding procedures motion will
create the opportunity for other qualified buyers to submit
competing bids resulting in an auction sale of the Company.

"We have two great brands in Alamo and National, and this sale
will only make them stronger," said Bill Plamondon, President and
Chief Executive Office, ANC Rental Corp.

ANC Rental Corporation, headquartered in Fort Lauderdale, is one
of the world's largest car rental companies with annual revenue of
approximately $2.4 billion in 2002. ANC Rental Corporation, the
parent company of Alamo and National, has more than 3,200
locations in 83 countries. Its more than 14,000 global associates
serve customers worldwide with an average daily fleet of more than
375,000 automobiles.


ANC RENTAL: Has Until July 6 to Make Lease Related Decisions
------------------------------------------------------------
U.S. Bankruptcy Court Judge Walrath extends ANC Rental Corporation
and its debtor-affiliates' lease decision period within which they
must determine whether to assume, assume and assign, or reject
unexpired leases to July 6, 2003. (ANC Rental Bankruptcy News,
Issue No. 33; Bankruptcy Creditors' Service, Inc., 609/392-0900)


APPLIED DIGITAL: Issuing 6.3 Mill. Shares Under 2 Purchase Pacts
----------------------------------------------------------------
Applied Digital Solutions, Inc., is offering 6,350,000 shares of
its common stock under the terms of two separate securities
purchase agreements entered into on May 8, 2003, with Cranshire
Capital, L.P and Magellan International Ltd. Cranshire Capital,
L.P., purchased 2,500,000 shares, and Magellan International Ltd.
purchased 3,850,000 shares.

Each of the securities purchase agreements provide for the
purchase of up to 12.5 million shares of Company common stock (25
million shares in the aggregate) by each of the purchasers on up
to five settlement dates within a 16-trading day period following
Applied Digital's issuance of a press release announcing the
entering into of these agreements, which occurred on May 9, 2003.
The Company has issued a prospectus supplement relating to the
third settlement date of May 22, 2003, for the purchases by
Cranshire Capital, L.P. and Magellan International Ltd.

To date, an aggregate of 20,000,000 shares have been purchased
under the securities purchase agreements dated May 8, 2003,
including 7,500,000 shares purchased by Cranshire Capital, L.P.
and 12,500,000 shares purchased by Magellan International Ltd.,
resulting in net proceeds to the Company of $7,030,642.45, after
deduction of the 3% fee to the Company's placement agent, J.P.
Carey Securities.

In accordance with the securities purchase agreements, the shares
are being purchased at a price of $0.35 per share. The agreements
provide that if the average of the volume weighted average trading
price of the common stock on the three trading days immediately
preceding the applicable settlement date is less than $0.40, the
purchaser has the right (but not the obligation) to purchase on
such settlement date up to the maximum aggregate amount of the
shares under the applicable purchase agreement at $0.35 per share.
On May 22, 2003, the last reported sales price of the common stock
(symbol: "ADSX") on the Nasdaq SmallCap Market was $0.40 per
share.

                         *    *    *

As reported in Troubled Company Reporter's June 9, 2003 edition,
Applied Digital Solutions signed Securities Purchase Agreements to
sell an additional 12.5 million previously registered shares to
the same investors who have already agreed to purchase 37.5
million shares as announced on May 9, 2003, and May 23, 2003.

The Company said it will use the proceeds from this sale towards
the satisfaction of its debt obligation to its senior lender, IBM
Credit LLC. Under the Forbearance Agreement with IBM Credit
(announced on March 27, 2003), the Company has the right to
purchase all of its debt of approximately $95 million (including
accrued interest) with a payment of $30 million by June 30,
2003, subject to continued compliance with the terms of the
Forbearance Agreement. If this payment is made on or before June
30, 2003, Applied Digital would satisfy its full obligation to
IBM Credit. As of this date, the Company is in compliance with all
terms of the Forbearance Agreement.

Applied Digital Solutions is an advanced technology development
company that focuses on a range of life-enhancing, personal
safeguard technologies, early warning alert systems, miniaturized
power sources and security monitoring systems combined with the
comprehensive data management services required to support them.
Through its Advanced Technology Group, the Company specializes in
security-related data collection, value-added data intelligence
and complex data delivery systems for a wide variety of end users
including commercial operations, government agencies and
consumers. Applied Digital Solutions is the beneficial owner of a
majority position in Digital Angel Corporation (AMEX: DOC). For
more information, visit the Company's Web site at
http://www.adsx.com


ARCH COAL: Planned Vulcan Buy-Out Spurs S&P to Affirm BB+ Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit ratings on Arch Coal Inc. and its 99%-owned subsidiary Arch
Western Resources LLC and removed them from CreditWatch where they
were placed May 29, 2003, following the company's announcement
that it intended to buy Vulcan Coal Holdings. The current outlooks
on both companies are negative.

At the same time, Standard & Poor's lowered its senior secured
bank loan rating on ACI's $350 secured million revolving credit
facility to 'BB' from 'BB+' and assigned its 'BB+' rating to Arch
Western's $700 million of senior unsecured notes.

"The bank loan rating was lowered to reflect the increased
borrowings under the revolving credit facility used to partially
fund the $364 million acquisition of Vulcan," said Standard &
Poor's credit analyst Dominick D'Ascoli.

Mr. D'Ascoli said that the removal of the ratings from CreditWatch
reflects Standard & Poor's expectation that upon conclusion of the
acquisition, Arch will use alternate means of funding for the
transaction, resulting in a neutral to slightly positive impact on
Arch's financial profile. "However," he added, "irrespective of
the acquisition, the affirmed ratings incorporate little tolerance
for further deterioration of already weak credit protection
measures and Standard & Poor's expects that the company will
rapidly restore margins and key credit protection measures
commensurate with the ratings."


ARMSTRONG: Signs-Up Morgan Lewis as Counsel in DOL ESOP Dispute
---------------------------------------------------------------
Armstrong Holdings, Inc., and its debtor-affiliates ask Judge
Newsome's blessing on their employment of Morgan Lewis & Bockius
LLP, nunc pro tunc to February 14, 2003.  Rebecca L. Booth, Esq.,
at Richards Layton & Finger in Wilmington, tells Judge Newsome
that in June of 1989 AWI created an Employee Stock Ownership Plan
for the benefit of its employees.  On October 1, 1996, the ESOP
was merged into the Debtors' salaried 401(k) plan to create the
Retirement Savings and Stock Ownership Plan.  During the summer of
2001, the Debtors' RSSOP was selected for a random audit by the
United States Department of Labor.  From June 23-25, 2001, the
Philadelphia Office of the DOL performed an on-site audit and
expressed concern about the Debtors' use of employee 401(k) salary
deferrals to fund a portion of the ESOP debt.  Due to certain
Internal Revenue Service and United States Supreme Court decisions
unfavorable to the DOL's position, the Philadelphia Office of the
DOL indicated that it would not commence an action against the
Debtors unless the DOL's National Office supported such a claim.
On September 27, 2002, the Philadelphia Office of the DOL informed
the Debtors that the DOL's National Office would likely support a
claim, and the DOL pursued an open investigation and informal
discussions with AWI.  AWI has cooperated with the DOL to address
its questions and concerns.

On February 14, 2003, the DOL served 15 administrative requests
for documents and investigative interviews on current and former
directors and employees of the Debtors, calling for the production
of documents and witnesses beginning on March 3, 2003.

The DOL's investigation of the Debtors' use of employee salary
deferrals to repay ESOP debt has created the need for the Debtors
to retain special ESOP litigation counsel.  Upon receipt of the
administrative requests, the Debtors immediately retained Morgan
Lewis to serve as their special ESOP litigation counsel, and
Morgan Lewis has done so since February 14, 2003.

As a result of Morgan Lewis having represented certain affiliates
of the Debtors in the Markley Class Action, Morgan Lewis already
has special knowledge and experience concerning the Debtors' RSSOP
that other counsel do not have, and is therefore uniquely
qualified to serve as the Debtors' special ESOP counsel.  Ms.
Booth reminds Judge Newsome that, in September 2001, Morgan Lewis
was retained by the Debtors' affiliates to defend against two
class action complaints filed in the United States District Court
for the Eastern District of Pennsylvania against current and
former employees of AWI, AWI's Retirement Committee, the RSSOP,
Armstrong Holdings, Inc., and Mellon Bank NA, asserting various
federal law claims under ERISA on behalf of former participants
and their beneficiaries in the Debtors' RSSOP.  The plaintiffs in
this Markley Class Action allege that the defendants breached
fiduciary duties in the administration and investment of the RSSOP
and in connection with the 1996 merger of SIS and the RSP, and are
liable for any breaches by co-fiduciaries.  In addition, the
plaintiffs alleged that the defendants failed to pay benefits as
required by the RSSOP and failed to follow the terms of the RSSOP.

On behalf of the defendants, Morgan Lewis filed answers denying
all of the material allegations of the complaints and interposed
affirmative defenses to the claims.  After extensive arms' length
negotiations and a mediation before the Honorable Edward N. Cahn
on June 18, 2002, Morgan Lewis, on behalf of the defendants,
negotiated an agreement in principle to resolve all disputes
between the parties.  The settlement agreement among the Markley
class-action plaintiffs, the defendants, and AWI is the subject of
a separate motion for approval of the settlement already filed in
these cases and granted.

Morgan Lewis will perform all legal services required to
effectively and efficiently respond to the DOL's investigation of
the Debtors' use of employee salary deferrals to repay ESOP debt,
and will bill these estates at its customary hourly rate ranging
from $125 to $450 per hour, depending on the experience and
expertise of the professional or paraprofessional involved. Morgan
Lewis' fees and expenses for this engagement are estimated to be
no more than $250,000, which is the deductible under AWI's
fiduciary liability insurance policy.

Michael L. Banks, Esq., the lead Morgan Lewis attorney for this
assignment, details the Markley litigation and avers that nothing
in that or any other representation of Morgan Lewis represents any
interest adverse to the Debtors or their estates with respect to
the matters for which Morgan Lewis is to be employed.  He advises
that AWI did not pay Morgan Lewis any amounts prior to the
Petition Date, nor is Morgan Lewis owed any monies for pre-
petition services.  However, AWI did pay the legal fees and
expenses of its affiliates in the Markley class action.  These
payments total $326,091.42, but AWI expects that it will be
reimbursed by its insurers for all but $250,000 of these fees and
expenses, with the balance representing AWI's deductible under its
applicable fiduciary liability insurance policies.

Mr. Banks discloses that Morgan Lewis has represented JP Morgan
Chase Bank, the agent bank for the Debtors' post-petition lenders,
but Morgan Lewis' representation has been and will continue to be
confined to representing JP Morgan as post-petition lenders to the
Debtors.  This representation, Mr. Banks opines, should not
interfere with, or be adverse to, Morgan Lewis' representation of
the Debtors as it related to the DOL investigation.

Despite this representation of the Debtors' post-petition lender
group's agent, Mr. Banks assures Judge Newsome that Morgan Lewis
is a disinterested person as that term is used in the Bankruptcy
Code. (Armstrong Bankruptcy News, Issue No. 42; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


AVADO BRANDS: Corp. Credit & Subordinated Debt Ratings Cut to D
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on casual dining restaurant operator Avado Brands Inc., to
'D' from 'CC'.

At the same time, Standard & Poor's lowered its rating on the
company's subordinated notes to 'D' from 'C' and affirmed its 'CC'
rating on the senior unsecured notes due in 2006. Avado Brands had
$164 million of funded debt as of March 30, 2003.

The downgrades are the result of the company's failure to remit
the June 15, 2003, interest payment on the subordinated notes.


AVON PRODUCTS: Names Gina R. Boswell SVP for Corporate Strategy
---------------------------------------------------------------
Avon Products, Inc. (NYSE: AVP) named Gina R. Boswell as senior
vice president, corporate strategy & business development,
effective June 30.  She will report to Andrea Jung, chairman and
chief executive officer.

In the newly created position, Ms. Boswell will have
responsibility for helping to develop and implement Avon's growth
strategies, and for planning both internal and external
initiatives that complement Avon's core competencies in beauty
marketing and direct selling.

Ms. Boswell, age 40, comes to Avon from Ford Motor Company, where
she worked since 1999 and advanced through increasingly
responsible positions to eventually lead the business strategy for
Ford's global enterprise.  In this role, she helped set the
strategic agenda for the corporation and played a key role in
accelerating Ford's Revitalization Plan.

In earlier positions, she had line responsibility for the
company's vehicle personalization business, and led development of
Ford's consumer-focused e-business, which included the
establishment of marketing partnerships and alliances, such as
Forddirect.com.

Prior to Ford, Ms. Boswell served at The Estee Lauder Companies
Inc., where from 1997 to 1999 she was vice president, new business
development.  In this capacity, she developed and implemented the
company's acquisition strategy and completed major transactions
such as Estee Lauder's purchase of Aveda and Jane.  She also
helped establish strategic marketing alliances with Donna Karan
and other well-known brand names. She joined Estee Lauder in 1993.

Ms. Boswell graduated summa cum laude from Boston University with
a BS in Business Administration and received a Masters degree from
the Yale School of Management.

"Gina is a world-class business strategist with beauty industry
expertise and outstanding skills for envisioning and implementing
new growth initiatives," said Andrea Jung, Avon chairman and chief
executive officer. "Her track-record in advancing the strategic
agendas at major global corporations, plus her insightful
understanding of emerging consumer trends, make her a welcome
addition to Avon as we strengthen our management team and
accelerate the transformation of the company.  Gina's strategic
and corporate development skills will help us leverage and expand
our existing assets and products in keeping with our corporate
platform as the Company for Women."

Avon -- whose March 31, 2003 balance sheet shows a total
shareholders' equity deficit of about $113 million -- is the
world's leading direct seller of beauty and related products, with
$6.2 billion in annual revenues.  Avon markets to women in 143
countries through 3.9 million independent sales Representatives.
Avon product lines include such recognizable brands as Avon Color,
Anew, Skin-So-Soft, Advance Techniques Hair Care, beComing, and
Avon Wellness.  Avon also markets anextensive line of fashion
jewelry and apparel.  More information about Avon and its products
can be found on the company's Web site http://www.avon.com


BALTIMORE MARINE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Baltimore Marine Industries, Inc.
        600 Shipyard Road
        Baltimore, Maryland 21219-1023

Bankruptcy Case No.: 03-80215

Type of Business: The Debtor's main line of business is ship
                  repair.

Chapter 11 Petition Date: June 11, 2003

Court: District of Maryland (Baltimore)

Judge: James F. Schneider

Debtor's Counsel: Martin T. Fletcher, Esq.
                  Cameron J. Macdonald, Esq.
                  Dennis J. Shaffer, Esq.
                  Whiteford Taylor & Preston L.L.P.
                  Seven Saint Paul Street
                  Baltimore, MD 21202
                  Tel: (410) 347-8700

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
------                      ---------------       ------------
IMIA                        Trade Debt              $1,570,268
PO Box 1290
Theodore, AL 36590
Tel: 251-957-2164
Fax: 251-957-6463

United Coatings Corp.        Trade Debt               $838,012
A Unit of Earl Industrial
PO Box 890431
Charlotte, NC 28289-0431
Tel: 410-355-8015
Fax: 410-355-8018

IMI Services, LLC            Trade Debt               $622,170
337 Spartan Green Blvd.
Duncan, SC 29334
Tel: 228-522-0022
Fax: 228-522-0011

RAM Contracting Services    Trade Debt                $214,520
LLC

Marine Hydraulics Int'l.    Trade Debt                $205,304

Bethlehem Steel Corp.       Trade Debt                $186,425

Cananwill, Inc.             Trade Debt                $183,901

Ocean Technical Services    Trade Debt                $172,733
Corp.

Harbor Tech Inc.            Trade Debt                $165,108

Veridian                    Trade Debt                $151,209

United Rentals              Trade Debt                $141,912

Standard Calibrations, Inc. Trade Debt                $128,857

Waste Management of         Trade Debt                $122,689
Maryland

Dunbar Guard Services       Trade Debt                $115,510

Fire Protection Service,    Trade Debt                 $97,744
Inc.

Alban Engine Power Systems  Trade Debt                 $96,480

Rolls-Royce Naval Marine,   Trade Debt                 $83,225
Inc.

Pure Water Technologies     Trade Debt                 $80,000

Carter Machinery Co., Inc.  Trade Debt                 $79,304


BEAR STEARNS: Fitch Upgrades Class B-5 Ser. 2000-2 Note to BB
-------------------------------------------------------------
Fitch Ratings has taken rating actions on six classes of Bear
Stearns ARM Trust mortgage-backed certificates, series 2000-2.

Bear Stearns ARM Trust, mortgage pass-through certificates, series
2000-2:

        -- Class A affirmed at 'AAA';

        -- Class B-1 upgraded to 'AA+' from 'AA';

        -- Class B-2 upgraded to 'AA-' from 'A';

        -- Class B-3 upgraded to 'A-' from 'BBB';

        -- Class B-4 upgraded to 'BBB-' from 'BB';

        -- Class B-5 upgraded to 'BB' from 'B'.

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


BOWATER INC: S&P Assigns BB+ Rating to $400 Million Senior Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' senior
unsecured debt rating to newsprint producer Bowater Inc.'s
proposed $400 million 6.5% senior unsecured notes due 2013.
Proceeds from the notes are expected to be used to repay bank
debt, which will increase liquidity and extend debt maturities.

Standard & Poor's also affirmed its 'BB+' corporate credit rating
on the Greenville, South Carolina-based company. The outlook
remains stable. Bowater's total debt is about $2.3 billion.

"The ratings reflect Bowater Inc.'s leading market positions in
cyclical newsprint, pulp, and coated groundwood paper and its
focus on cost reductions, offset by elevated debt levels and the
prospects for weak cash flow generation in the near term", said
Standard & Poor's credit analyst Pamela Rice.

Bowater is North America's second-largest maker of newsprint and
is a major market pulp producer. The company also manufactures
coated papers used for magazines, catalogs, direct mail, and
advertising inserts, and produces lumber.


BRANDAID MARKETING: NNM Global Withdraws $400K Investment Offer
---------------------------------------------------------------
BrandAid Marketing Corporation (OTC Bulletin Board: BAMK)
announced the following update: The Company has filed a Form 8-K
(for event date June 16, 2003) with the United States Securities
and Exchange Commission on June 16, 2003 and was posted on the SEC
"edgar" filing site on June 17th. Below is the body of the 8-K
Filing. For the full filing please go to http://www.bamk.infoand
click on "SEC Filings".

(SEC filing begins):

ITEM 5. OTHER EVENTS

On June 16, 2003, NNM Global Investments, Inc., whose owner had
previously invested $275,000 into BrandAid, decided that the
various filings made by Mr. Steven Biss on June 13, 2003 created a
situation, wherein NNM could not invest in BrandAid. Therefore NNM
withdrew its offer to invest $400,000 into BrandAid. This has
caused a severe financial problem for the Company as the Company
had planned on using said funding to meet current financial
obligations. NNM had already issued a check for $400,000 and
specifically withdrew said check thus causing the Company to be in
default with some of its largest vendors and furthermore causing
the Company to temporarily cease operations.

The Company had previously retained the services of Mr. Shamim
Ahmed, Esq. to file a federal lawsuit against Mr. Steven Biss and
his associates, and the company believes those parties were aware
of such actions by the Company and have attempted to initiate
their own litigation against Paul Sloan and Peter Markus in order
to retain jurisdiction of this dispute in Virginia.  Mr. Sloan and
Mr. Markus vehemently deny the allegations of the plaintiffs.

The Company specifically advised Mr. Steven Biss and his
associates that they had, at the very least, failed to comply with
obtaining the appropriate proxy control yet they continued to make
filings which caused the Company to lose its funding and cease its
operations. At present time the Company has no funding
alternatives and has never received the twenty-one million dollars
in cash and assets which Mr. Steven Biss has alleged he has made
available to the Company. The shareholders of the Company should
be advised that Mr. Steven Biss negotiated a subscription
agreement with the Company which provided for twenty-one million
dollars in cash to be invested in the Company. To date the Company
has not received any monies from that agreement, yet, the Company
believes that Mr. Biss has released shares placed in escrow under
that agreement which the Company believes have not been paid for
under the agreement Mr. Biss negotiated. (SEC filing ends).

BrandAid Marketing Corporation is a publicly traded company (OTC
Bulletin Board: BAMK) that provides a broad range of marketers,
including manufacturers of consumer and pharmaceutical products,
direct response products and services, and entertainment
companies, with a cost effective method of delivering advertising
messages, promotional incentives, samples and CD ROMS directly to
consumers. This is accomplished through the BrandAid Marketing
Corporation Supercards Network, the company's unique display units
in retail stores. The Supercards Network helps manufacturers,
companies and retailers execute marketing strategies to build
consumer loyalty, promote products, increase brand awareness,
generate trial, promote products and increase sales. For more
info: http://www.brandaidcorp.comor http://www.bamk.info


CENTENNIAL COMMS: Names John de Armas President, Caribbean Ops.
---------------------------------------------------------------
Centennial Communications Corp. (NASDAQ: CYCL) has appointed John
A. de Armas to the position of president, Caribbean operations.
Mr. de Armas joined Centennial in February 2002 as president,
Centennial Dominicana and was promoted to executive vice
president, Caribbean operations in October 2002.

Previously, Mr. de Armas was president of Home Shopping Espanol, a
division of Home Shopping Network, where he developed and launched
markets in Puerto Rico, Mexico, and the top 20 Hispanic markets in
the U.S., reaching an audience of over 40 million Hispanics. Prior
to that, he was vice president of International Strategy and
Marketing with Phelps Dodge International Corporation. Prior to
Phelps Dodge, Mr. de Armas was in charge of KPMG's South Florida
consulting practice.

"I am very happy John has accepted the position of president,
Caribbean operations. Since his arrival, John's contributions to
Centennial have been outstanding. His knowledge of our operations,
extensive background and proven leadership skills will continue to
be an asset to Centennial," said Michael J. Small, chief executive
officer.

Centennial is one of the largest independent wireless
telecommunications service providers in the United States and the
Caribbean with approximately 17.1 million Net Pops and
approximately 929,700 wireless subscribers. Centennial's U.S.
operations have approximately 6.0 million Net Pops in small cities
and rural areas. Centennial's Caribbean integrated communications
operation owns and operates wireless licenses for approximately
11.1 million Net Pops in Puerto Rico, the Dominican Republic and
the U.S. Virgin Islands, and provides voice, data, video and
Internet services on broadband networks in the region. Welsh,
Carson Anderson & Stowe and an affiliate of the Blackstone Group
are controlling shareholders of Centennial. For more information
regarding Centennial, visit Web sites at
http://www.centennialcom.comand http://www.centennialpr.com

As reported in Troubled Company Reporter's May 1, 2003 edition,
Standard & Poor's Ratings Services lowered the corporate credit
ratings on Centennial Communications Inc. and subsidiary
Centennial Cellular Operating Company to 'B-' from 'B'. Standard
& Poor's also lowered the subordinated debt rating on Centennial
Communications to 'CCC' from 'CCC+'. At the same time, the secured
bank loan rating at Centennial Cellular Operating Company was
lowered to 'B-' from 'B'.

The ratings were all removed from CreditWatch, where they were
placed Oct. 25, 2002. The outlook is negative.

"The downgrade reflects heightened business risk in the wireless
industry, particularly for regional carriers," said Standard &
Poor's credit analyst Catherine Cosentino. The regional wireless
carriers have faced increased competition from the larger,
national players such as Verizon Wireless and AT&T Wireless.
Carriers such as Centennial are disadvantaged relative to the
national players in terms of their ability to offer competitively
priced national plans. Moreover, the national players are expected
to continue to be aggressive in taking share from the regional
carriers, given the fact that overall wireless subscriber growth
will continue to slow due to increased overall wireless
penetration.


CENTENNIAL COMMS: Prices $500MM Senior Unsecured Notes Offering
---------------------------------------------------------------
Centennial Communications Corp. (Nasdaq:CYCL) has priced $500
million of 10-1/8% senior unsecured notes due 2013 to be issued in
a private placement transaction.

The senior notes will be co-issued by Centennial Communications
Corp. and Centennial Cellular Operating Co. LLC and guaranteed by
Centennial Puerto Rico Operations Corp. The company is seeking an
amendment to its senior credit facility which provides the company
with additional flexibility under the financial and other
covenants in the facility. Closing of the senior notes offering,
among other customary conditions, is conditioned on the amendment
to the senior credit facility becoming effective. There can be no
assurance that either the senior notes offering or the bank
amendment will be consummated.

If consummated, $300 million of the net proceeds of the offering
will be used to permanently repay a portion of the term loans
under the company's senior credit facility and the balance will be
used to repay amounts outstanding under the revolving portion of
the senior credit facility and to pay fees and expenses related to
the transactions.

The notes anticipated to be offered and sold will not be
registered under the Securities Act of 1933 and may not be offered
or sold in the United States absent such registration or an
applicable exemption from such registration requirements.

Centennial is one of the largest independent wireless
telecommunications service providers in the United States and the
Caribbean with approximately 17.1 million Net Pops and
approximately 929,700 wireless subscribers. Centennial's U.S.
operations have approximately 6.0 million Net Pops in small cities
and rural areas. Centennial's Caribbean integrated communications
operation owns and operates wireless licenses for approximately
11.1 million Net Pops in Puerto Rico, the Dominican Republic and
the U.S. Virgin Islands, and provides voice, data, video and
Internet services on broadband networks in the region. Welsh,
Carson Anderson & Stowe and an affiliate of the Blackstone Group
are controlling shareholders of Centennial. For more information
regarding Centennial, visit its Web sites at
http://www.centennialcom.comand http://www.centennialpr.com


CLUETT AMERICAN: S&P Affirms Junks Ratings Following Refinancing
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CCC+' corporate
credit and senior secured ratings on hosiery manufacturer Cluett
American Corp. The 'CCC-' subordinated debt rating on Cluett is
also affirmed. The ratings are removed from CreditWatch, where
they were placed Dec. 3, 2002.

The Burlington, North Carolina-based Cluett had approximately $235
million in debt outstanding at March 29, 2003.

The outlook is stable.

"The affirmation follows the company's refinancing of its credit
facility, which alleviates near-term liquidity concerns," said
Standard & Poor's credit analyst Susan Ding. Under the previous
credit facility, Cluett was required to make a $45 million loan
reduction by March 31, 2003, (this was subsequently extended to
May 7, 2003). With the refinancing of its secured credit
facilities, maturities have been extended until 2008.

Nevertheless, Cluett continues to operate in a very challenging
retail environment, and Standard & Poor's expects operating
results and credit measures to remain very weak.

The ratings on Cluett American Corp., are based on the company's
high debt leverage, narrow product portfolio, customer
concentration risk, highly competitive and cyclical market
conditions, the seasonality of the company's sales, and its lack
of meaningful cash flow generation. These factors are partially
offset by the company's leading position in the branded sock
segment.

The company is a designer, manufacturer, and marketer of men's and
women's socks, selling primarily to department and national chain
store retailers. Well-known owned and licensed brand names include
Gold Toe, Silver Toe, Kenneth Cole, IZOD, Jockey, and Nautica The
company possesses leading market shares of about 60% in men's
socks and 23% in women's socks in the department store channel.


CONSECO Wilmington Trust Takes Action to Block Plan Confirmation
----------------------------------------------------------------
On October 28, 2002, Wilmington Trust Company assumed the duties
of Trustee under the 8.125% Secured Notes issued by Conseco Inc.,
due 2003 in principal amount of $200,000,000.

On November 12, 2002, Wilmington assumed the duties of Trustee
under the 10.5% Secured Notes issued by CNC due 2004 in principal
amount of $200,000,000.  Of the original $400,000,000 in principal
issued, $98,000,000 remained outstanding as of the Petition Date.
These securities are referred to as the 93/94 Notes.

The 93/94 Noteholders were granted first priority security
interests in the stock of CIHC, CFC, Mill Creek Bank and Conseco
Capital Management, and an intercompany note from Conseco Finance
Corp., to CIHC. Louis T. DeLucia, Esq., at Buchanan Ingersoll, in
Princeton, New Jersey, notes that the Reorganizing Debtors'
treatment of the 93/94 Note Claims improperly subjects them to the
doctrine of marshaling.  If certain CFC liens are not voided and
the CFC Plan is declared effective, the CNC Plan forces the 93/94
Noteholders to look for payment out of collateral owned by a
separate and distinct group of Debtors, i.e. the Finance Company
Debtors, as opposed to the 93/94 Noteholders' valid and
enforceable interests in the Reorganizing Debtors' assets.  These
interests have not been contested.

The Final DIP Facility Order expressly prohibits subjecting the
93/94 Noteholders to the equitable doctrine of marshaling,
extinguishing their rights and interests in the Debtors' assets
and forcing them to look to another Debtor as a source of
recovery.  In short, the 93/94 Noteholders cannot be barred from
satisfying their claims from the Reorganizing Debtors' assets.
Until the 93/94 Note Claims are paid in full, the Reorganizing
Debtors must treat the 93/94 Noteholders as secured creditors of
the estates.

However, Mr. DeLucia says that the 93/94 Noteholders have little
reason to worry.  Since the minimal asset valuation for the
Reorganizing Debtors' assets is $3,800,000,000, the 93/94
Noteholders should be paid in full, in cash, and not relegated to
the inferior treatment prescribed under the CNC Plan. (Conseco
Bankruptcy News, Issue No. 25; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

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


CONTINENTAL ENGINEERING: Gets Interim OK to Use Cash Collateral
---------------------------------------------------------------
Continental Engineering & Consultants, Inc., and its debtor-
affiliates sought and obtained approval from the U.S. Bankruptcy
Court for the Northern District of Indiana to use Mercantile
National Bank of Indiana's cash collateral on an interim basis.

The Court finds that the Debtors have an immediate need to dip
into the Cash Collateral to pay necessary expenses incurred in the
ordinary course of their businesses, including payroll.  Without
access to Mercantile's Cash Collateral, the Debtors will not be
able to pay their employees and other direct operating expenses.
This would result in a disruption of the Debtors' businesses and
would cause irreparable harm to the Debtors' estates.

The Debtors admit they owe the Prepetition Lender $2,015,134 as of
the Petition Date.  The Debtors also acknowledge that their
Prepetition Obligations are secured by valid, enforceable and
properly perfected first-priority liens and security interests in
substantially all of the Company's personal property and mortgages
on certain real estate.

As security for the payment and performance of all obligations
under, in connection with or relating to the use of the Cash
Collateral and all obligations and liabilities, the Prepetition
Lender will be granted, effective immediately and without the
necessity of the execution by the Debtors of financing statements,
mortgages, security agreements, or otherwise, a first-priority
perfected security interest in and lien on all of the property and
assets of each of the Debtors and their estates of every kind or
type.

The Debtors tell the Court that they were unable to obtain
unsecured credit allowable under Section 503(b).

The Court grants the Debtors interim access of the Prepetition
Lender's Cash Collateral according to the Budget:

     Cash Flow Projection
     --------------------
           Checking Account Balance        0
           ALPHA                       5,175
           ISG                         7,500
           ISG                         7,500
           ISG                        17,401
           ISG                        16,401
           ISG                         6,500
           P/R June 12th              (2,800)
           Projected Balance          32,477

           COD's                     (10,000)
           AK STEEL                    8,600
           IN TEK                     16,000
           ISG                         7,950
           VIKING                      2,167
           DIETRICH                      576
           P/R June 26th             (56,000)
           Projected Balance           1,769

           A/P for June              (30,000)
           INDEPENDENT PIPE            1,700
           EMPIRE                      3,420
           ROUGE                       2,870
           AK STEEL                    4,000
           ISPAT INLAND                2,500
           PINDER                      1,704
           KOP FLEX                    4,440
           Projected Balance          (7,597)

           P/R July 10th             (56,000)
           Projected Balance         (63,597)

A Final Cash Collateral Hearing is scheduled on June 30, 2003 at
10:00 a.m.  All objections to the entry of Final Order, to be
considered timely, must be filed and served no later than June 27,
2003 to the Debtors' counsel, the Prepetition Lender, the
Creditors' Committee, and if any, the United States Trustee.

Continental Engineering & Consultants, Inc., together with
Continental Machine & Engineering Co., Inc., filed for chapter 11
protection on June 4, 2003 (Bankr. N.D. Ind. Case No. 03-62669).
When the Debtor filed for protection from its creditors, it listed
estimated debts and assets of over $1 million each.


CROSS MEDIA MARKETING: Commences Chapter 11 Reorganization in NY
----------------------------------------------------------------
Cross Media Marketing Corporation (Amex: XMM) and its operating
subsidiary Media Outsourcing, Inc., filed for protection under
Chapter 11 of the United States Bankruptcy Code in the United
States Bankruptcy Court for the Southern District of New York.

The Company has secured a debtor-in-possession financing facility
from its senior lenders, which facility will fund the orderly
liquidation of the Company's assets. The interim order for the
debtor-in-possession financing and for the Company's use of cash
collateral was approved by the bankruptcy court.

Peter A. Furman, a managing director of Getzler Henrich &
Associates LLC who was appointed as the Company's Chief Executive
Officer and Chief Restructuring Officer on May 23, 2003, will
oversee the liquidation process.


CRYOCON INC: Cash Resources Insufficient to Continue Operations
---------------------------------------------------------------
Cryocon, Inc. does not have significant cash or other material
assets, nor does it have an established source of revenues
sufficient to cover its operating costs and to allow it to
continue as a going concern. Until that time, the stockholders or
control persons have committed to covering the operating costs of
the Company.

To the extent that funds generated from operations do not cover
operations, the Company will have to raise additional working
capital. No assurance can be given that additional financing will
be available, or if available, will be on terms acceptable to the
Company. If adequate working capital is not available, the Company
may be required to curtail its operations.

Revenues for the nine months ended December 31, 2002 increased by
48% to $44,657, from $30,191 for the same period in 2001. This
increase in revenues is attributable primarily to corporate
refocusing and restructuring through pricing and market
development.

Cost of revenues consists primarily of materials and supplies.
Cost of revenues decreased by 22% to $13,025 for the nine months
ended December 31, 2002, from $16,731 for the nine months ended
December 31, 2001, representing 29% and 55% of the total revenues
for the nine months ended December 31, 2002 and December 31, 2001,
respectively. The cost of revenues has decreased because the
Company has installed more efficient equipment, supplies contracts
and operating efficiencies.

Gross profit is total revenues less cost of revenues. Gross profit
excludes general corporate expenses, finance expenses and income
tax. For the nine months ended December 31, 2002 and 2001,
respectively, gross profit was $31,632 and $13,460, which
represents a 135% increase. The gross profit as a percentage of
revenues increased to 71% for the nine months ended December 31,
2002, from 45% for the nine months ended December 31, 2001. This
increase of the gross profit as a percentage of revenues is
attributable to an increase in Company service sales price and
increased efficient production procedures and costs.

Marketing and selling expenses decreased to $0 from $19,539 for
the nine months ended December 31, 2002 and 2001, respectively.
Marketing and selling expenses as a percentage of revenues were 0%
and 65% for the nine months ended December 31, 2002 and 2001,
respectively. The decrease in marketing and selling expenses can
be attributed to the Company's limited revenues.

General and administrative expenses decreased to $773,471 for the
nine months ended December 31, 2002 from $2,537,214 for the nine
months ended December 31, 2001. As a percentage of revenues,
general and administrative expenses decreased to 1732% for the
nine months ended December 31, 2002 from 8404% for the nine months
ended December 31, 2001. This decrease is mainly attributable to a
reduction of professional
and payroll costs.

Financing expenses, net, remained at $627,887 for the nine months
ended December 31, 2002, from $0.00 for the nine months ended
December 31, 2001. These financing expenses relate to liabilities
for stockholders shares pledged for defaulted loans made to the
Company.

Interest expenses, net, decreased to $ 40,919 for the nine months
ended December 31, 2002 from $ 65,943 for the nine months ended
December 31, 2001. The decrease in interest expense was due to the
decrease in notes payable.

Loss before taxes for the nine months ended December 31, 2002
decreased by 57% to $1,480,695 from the loss of $3,432,189 for the
nine months ended December 31, 2001. Income before taxes as a
percentage of revenues was 3316% for the nine months ended
December 31, 2002, and 11368% for the nine months ended
December 31, 2001.

Net loss for the nine months ended December 31, 2002 amounted to
$1,480,695 and represents 3316% of the revenues, as compared with
11368% of the revenues, for the nine months ended December 31,
2001. The decrease in the net loss is mainly attributable to the
decrease in general and administrative costs, impairment of
goodwill and loss on forfeiture of assets.

Current Assets amounted to $47,732 as of December 31, 2002
compared to current assets of $49,467 as of March 31, 2002,
representing a 4% decrease in current assets. This increase is
mainly attributable to a decrease in accounts receivable.

Fixed assets after depreciation decreased to $111,405 as of
December 31, 2002, as compared with $135,880 as of March 31, 2002.
Purchase of equipment during the nine months ended December 31,
2002 amounted to $4,285. Depreciation and amortization for the
nine months ended December 31, 2002 amounted to $114,811.

As of December 31, 2002, Current Liabilities increased by $171,196
to $1,845,606 as compared with $1,674,410 as of March 31, 2002.
This increase is attributable to an increase in loans from related
parties, stock subscription deposits, accounts payable and a
decrease in the current portion of long term debt.

                Liquidity and Capital Resources

Net cash used by operating activities for the nine months ended
December 31, 2002 was $495,364.

The cash used by operating activities for the nine months ended
December 31, 2002 was primarily attributable to $457,369 from
professional fees, costs of financing activities of $627,887,
common stock issued for services of $141,540 and payroll of
$143,389.

Net financing activities for the nine months ended December 31,
2002 provided $505,899.

Cash at December 31, 2002 amounted to $9,164, an increase of
$6,250 since March 31, 2002. Current assets for December 31, 2002
are lower than the current liabilities by $1,797,874.

Management believes that the Company's future cash flow from
operations together with its current cash is inadequate to provide
for 60 days of operations; therefore, it may need funding from
traditional bank financing or from a debt of equity offering;
however, it may have difficulty in obtaining funding due to its
poor financial condition.


DELCO REMY INT'L: Takes Control of Chinese Joint Venture
--------------------------------------------------------
Delco Remy International, Inc. has acquired the controlling
interest in Hubei DR Alternator Company, Ltd. (HDRA), a joint
venture located in Jingzhou, China, Hubei Province and the opening
of a Representative Office in Shanghai.

The Hubei facility, formerly Hubei Delphi Automotive Generator
Company Ltd., is a major passenger car alternator manufacturer
with both domestic and international sales. Projections estimate
that the Chinese automotive market will become the fourth largest
in the world by 2010. The acquisition prepares Delco Remy for
participation in this anticipated, explosive auto market industry.
DRI is also planning significant expansion of the HDRA joint
venture to parallel the growth of the Chinese passenger car market
and establish HDRA as a significant source for the export of
product.

"The acquisition is the first step toward creating a major China
presence which will continue to strengthen our global low cost
manufacturing capability. We have aggressive plans to manufacture
all of our Original Equipment product families in China including
Heavy Duty/Industrial as well as passenger car products,"
commented Richard L. Stanley, Delco Remy International's OE
Business President.

Delco Remy International, Inc., a leading worldwide manufacturer
and remanufacturer of automotive, powertrain, drivetrain and
electrical products, is headquartered in Anderson, Indiana, USA.

At March 31, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $414 million.


DIRECTV: Judge Walsh Okays Amended DIP Financing on Final Basis
---------------------------------------------------------------
Subsequent to the May 13 hearing, Hughes Electronics and DirecTV
Latin America, LLC considered the issues raised by the Court and
Hughes evaluated whether and to what extent it would be willing to
lend funds to DirecTV and amend the proposed facility in light of
the Court's statement at the May 13 hearing.  In an effort to
address the concerns expressed by the Committee, Raven and by the
Court, Hughes has now agreed with DirecTV and the Committee to
amend the proposed DIP Facility and the proposed order granting
the approval of the Facility generally as:

    (a) From March 18, 2003 through August 31, 2003, Hughes
        would not have the right to declare a default under the
        Facility as a result of the occurrence of a "material
        adverse change" in DirecTV's business or financial
        condition;

    (b) In lieu of a material breach change default, the loan
        documents would be amended to add addition specific
        defaults in the event (i) of a failure of the satellites
        pursuant to which DirecTV's programming is broadcast to
        subscribers; and (ii) any of the principal local
        operating companies, through which DirecTV's programming
        is provided to subscribers, loses its operating license,
        provided that the loss of license does not result from any
        action taken by Surfin to collect its outstanding loans
        from the LOC unless DirecTV, any successor or assignee,
        including a trustee or examiner with expanded powers, or
        any entity on DirecTV's behalf is simultaneously seeking
        to recover the outstanding royalties owed by the LOC to
        DirecTV or any unaffiliated party is then pursuing claims
        against Surfin;

    (c) From and after September 1, 2003, a default could be
        called by Hughes based on the defaults currently provided
        for in the loan documents, the additional defaults and as
        a result of a material adverse breach provided that:

        -- the definition of Material Adverse Change set in the
           loan documents would be amended to make clear that no
           events occurring prior to June 3, 2003 relating to
           DirecTV's business or financial condition, including
           any events leading to the commencement of this Chapter
           11 case, would constitute a material adverse change;
           and

        -- the definition of Indebtedness in the loan documents
           would be changed to exclude claims resulting from the
           rejection of executory contracts and, to the extent
           not already excluded, claims arising under DirecTV's
           guaranty of the local operating companies' debt to
           Surfin so that the assertion of the claims would not
           constitute a default under the loan documents;

    (d) A Hughes or Surfin Limited "affiliate" would not have the
        benefit of the release provisions unless the entity is
        identified to the Committee on or before June 30, 2003.
        Hughes will not be permitted to designate more than 30
        entities as its Affiliates for purposes of the release
        provisions.  The release provisions in the final order
        relating to the "Claims and Defenses" as defined in the
        interim and final order would also be modified to extend
        the "bar date" to August 30, 2003, provided that the bar
        date will be extended by three days for each "affiliate"
        over 20 identified by Hughes.  Objections with respect
        to any claims filed by Hughes, Surfin or any of their
        affiliates would be required to be filed by the Committee
        on the later of August 30, 2003 or 60 days after the
        filing of a proof of claim;

    (e) In the event of any default under the Facility, Hughes
        would have the right to immediately stop making loans to
        DirecTV.  In the event of a default, other than a
        Material Adverse Change default, Hughes could not,
        without first obtaining leave of court, exercise any
        other remedies, including commencing any action to
        foreclose on its security interests, without first
        seeking and obtaining relief from the automatic stay.
        In the event Hughes sought a leave, DirecTV or the
        Committee or any other party-in-interest could raise any
        issue deemed relevant to the issue of whatever the lease
        should be granted under the standards set in Section
        362(d) of the Bankruptcy Code.  In the event of a default
        resulting from a Material Adverse Change, Hughes would
        agree to forbear from exercising any remedies for a
        period of 60 days.  During the Forbearance Period,
        DirecTV and the Committee, in consultation with Hughes,
        would agree on and retain an investment banking firm to
        market and sell DirecTV or its assets and there would be
        an additional carve-out from the liens and security
        interests to be granted to Hughes amounting to $250,000 to
        cover the expenses incurred by the investment banker.
        Hughes would retain all of its rights and claims
        respecting its collateral including the right to bid,
        including through a credit bid, at any auction or other
        disposition of its collateral.  In the event no sale has
        been agreed to during the Forbearance Period, Hughes
        would be permitted to exercise its remedies under the
        loan documents only after receiving leave of the Court
        based on the standards established by Section 362; and

    (f) Notwithstanding anything in the loan documents or other
        Proposed Amendment to the contrary, $2,000,000 of
        proceeds to be advanced by Hughes under the DIP loan or
        proceeds of Hughes' collateral may be used to fund the
        payment of fees and expenses incurred by the Committee
        from and after June 3, 2003 in investigating and
        prosecuting any claims against Hughes, Surfin or their
        affiliates to the extent the fees and expenses are
        approved by the Court.  The carve-out originally
        provided for in the loan documents will not be available
        to the Committee to fund the payment of any fees or
        expenses it incurs after June 3, 2003 in connection with
        its investigation or prosecution of claims against Hughes,
        Surfin or their affiliates.

In addition to the six amendments, Joel A. Waite, Esq., at Young
Conaway Stargatt & Taylor LLP, in Wilmington, Delaware, informs
the Court that Hughes had previously agreed to revise the Facility
in the manner described at the May 13, hearing.  The revisions
include:

    (a) the elimination of the default resulting from DirecTV's
        loss of its exclusive right to file a plan of
        reorganization in this case; and

    (b) clarification that the release provisions in the Plan do
        not apply to any claim held by any party directly against
        Hughes.

DirecTV has advised the Committee about the amendments and the
Committee agreed to support the approval of the proposed DIP
Facility as amended.

Accordingly, Mr. Waite contends that with the proposed amendments,
the Court should approve the proposed DIP Facility, especially
that:

    (a) absent the approval, DirecTV will be forced to liquidate
        that will result in minimal, if any, value available for
        unsecured creditors even if the Committee is able to
        subordinate some or all of Hughes' prepetition claims;

    (b) the approval of the DIP Facility, as amended, affords
        DirecTV an opportunity to address the operational and
        related provisions confronting it and ultimately
        reorganize; and

    (c) DirecTV and Hughes have effectively and responsively
        addressed each of the issues raised by the Committee,
        Raven and the Court regarding the approval of the
        proposed DIP Facility.

                           *   *   *

After consideration and due deliberation, Judge Walsh approves the
DIP Facility, as amended, as a final order.

                           *   *   *

            Overview of DIP Financing Before Amendment

Data supplied by http://www.LoanDataSource.comshows that DIRECTV
Latin America, LLC, entered into a $450,000,000 Revolving Credit
Agreement (Bridge Facility) on January 5, 2001, with a consortium
of lenders led by Deutsche Bank AG, New York Branch as
Administrative Agent:

           Lender                               Commitment
           ------                               ----------
     Morgan Stanley Senior Funding, Inc.       $134,000,000
     Credit Suisse First Boston                  95,000,000
     Deutsche Bank AG                            59,250,000
     Morgan Guaranty Trust Company               59,250,000
     Bank of America, N.A.                       36,000,000
     Citicorp USA, Inc.                          36,000,000
     ING Bank                                    30,500,000
                                               ------------
          Total                                $450,000,000

Hughes Electronics Corporation guaranteed repayment of DIRECTV
LA's obligations and stepped into these Lenders' shoes on
February 20, 2002, when DIRECTV LA didn't pay.  Hughes has
advanced no new funds under the Loan Agreement, nor has it
received any payment.

Hughes has made additional loans and advances to DIRECTV LA and,
at the time of the Chapter 11 filing, is owed $1,345,000,000.

DIRECTV LA needs continued funding to operate.  Without a fresh
supply of credit, the business won't be able to pay its day-to-
day expenses.  Without immediate access to new post-bankruptcy
financing, DIRECTV LA will be forced to cease operations, CFO
Craig Abolt says.  That result would destroy the company's going
concern value, would make a restructuring impossible, and would
substantially diminish creditor recoveries.

DIRECTV scouted for post-petition financing on an unsecured basis
prior to filing for chapter 11 protection.  It isn't available.
Hughes is the logical lender and has offered to step up to the
plate and underwrite a new $300 million senior secured super-
priority debtor-in-possession financing facility.  Hughes' offer,
the Debtor's concluded, is the most attractive and practical
solution to meet the Company's postpetition financing
requirements.

The Debtor wants immediate access to $30,000,000 on an interim
basis, pending final approval at a Final DIP Financing Hearing
when the Company will request authority to access the full
$300,000,000.

The salient terms of the $300,000,000 Postpetition Financing
package are:

BORROWER:      DIRECTV Latin America, LLC

LENDER:        Hughes Electronics Corporation

COMMITMENTS:   $290,000,000 of Revolving Credit and a
                 $10,000,000 subfacility to back letters of
                             credit issued by Bank of America

MATURITY DATE: February 29, 2004, or on the Effective Date of a
                Plan of Reorganization

USE OF
PROCEEDS:      To provide for on-going working capital
                needs of the debtor in possession, but only
                in strict accordance with the terms of a
                [non-public] cash budget delivered supplied
                to Hughes.

INTEREST:      The higher of:

                * Bank of America's reference rate plus 0.5%
                  and

                * the Federal Funds Rate plus 3.00%.
(DirecTV Latin America Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


DOMAN IND.: Monitor KPMG Files June Report with Canadian Court
--------------------------------------------------------------
Doman Industries Limited announces that KPMG Inc., the Monitor
appointed by the Supreme Court of British Columbia under the
Companies Creditors Arrangement Act has filed with the Court its
report for the period ended June 2, 2003. The report, a copy of
which may be obtained by accessing the Company's Web site -
http://www.domans.com-- or the Monitor's Web site -
http://www.kpmg.ca/doman-- contains selected unaudited financial
information prepared by the Company for the period.


DUALSTAR: Madeleine Agrees to Exchange Debt for Certain Assets
--------------------------------------------------------------
DualStar Technologies Corporation (OTCBB: DSTR) reached an
agreement in principle with its senior lender, Madeleine, L.L.C.,
whereby Madeleine would exchange all of the outstanding principal
and accrued interest with respect to the senior secured
indebtedness owed by the Company to Madeleine for the Company's
interests in certain real estate and certain private cable
television assets and for common equity of the Company.

The outstanding principal and accrued interest with respect to the
senior secured indebtedness currently owed by the Company to
Madeleine totals approximately $16,600,000. The Company is
presently in default under the terms of the agreement relating to
the outstanding debt to Madeleine.

As set forth in the agreement in principle, the outstanding
principal and accrued interest with respect to the senior secured
indebtedness owed by the Company to Madeleine shall be exchanged
for (a) certain private cable television systems and associated
assets related to properties in Florida of ParaComm, Inc., a
wholly-owned subsidiary of the Company, in consideration of a
reduction of indebtedness equal to the fair market value of such
assets (which transaction was announced previously by the
Company); (b) certain real estate owned by the Company located in
Long Island City, New York in consideration of the reduction of
indebtedness equal to the fair market value of such real estate;
and (c) issuance of shares of the Company's common stock to
Madeleine for the balance of the indebtedness. Such number of
shares issuable to Madeleine shall represent all of the authorized
and unissued shares of common stock of the Company less shares
reserved for issuance pursuant to the exercise of outstanding
stock options and warrants to purchase common stock that are not
surrendered and cancelled. In connection with the transaction,
certain members of management of the Company and an affiliate of
Madeleine, respectively, will surrender options and warrants to be
cancelled. The agreement also provides for the issuance of new
options to such management members at a subsequent date, subject
to approval by the stockholders of the Company of an increase in
the number of shares of authorized Common Stock.

The transaction is subject to approval by the Board of Directors
of the Company and to the execution of definitive agreements

"We are very happy with our working relationship with Madeleine
and with this agreement. We are thankful for Madeleine's patience
with DualStar and their faith in our construction operations,"
said Gregory Cuneo, the Company's president & chief executive
officer.

"The elimination of the debt will fortify our balance sheet and
represent a renewal for the Company," stated Robert Birnbach,
DualStar's executive vice president & chief financial officer. "We
look forward to consummating this transaction as soon as
practicable."

DualStar Technologies Corporation, through its construction-
related subsidiaries High-Rise Electric, Inc.,
Centrifugal/Mechanical Associates, Inc., Integrated Controls
Enterprises, Inc. and BMS Electric, Inc., provides electrical
contracting, mechanical contracting, and building control and
energy management services.  DualStar common stock is traded on
the OTC Bulletin Board under the symbol DSTR.  For more
information, visit the Company's Web site at
http://www.dualstar.com

Madeleine is an affiliate of Blackacre Capital Management, LLC
which manages certain funds and accounts that invest in real
estate related assets and loans.


EAGLE FOOD CENTERS: Selling All Assets to the Highest Bidder
------------------------------------------------------------
Eagle Food Centers, Inc., which owns and operates 59 supermarkets
in Illinois and Iowa, will commence a sale of substantially all of
the assets of its operating units through competitive bidding
procedures under Section 363 of the U.S. Bankruptcy Code.

"Since the Company's voluntary Chapter 11 filing in April,
management and the Board of Directors have been exploring various
alternatives that would result in maximum recovery to our
creditors and, at the same time, have the least impact on the jobs
of our employees," said Eagle Chairman, Chief Executive Officer
and President Robert J. Kelly. "After careful consideration, it
was determined that an evaluation of a sale of the Company's
stores, either individually or as a whole, may yield the optimum
results on behalf of Eagle Foods' employees, customers, suppliers
and creditors."

At the same time, the Company will continue to develop a stand-
alone plan of reorganization to maintain and operate Eagle Food
stores. Mr. Kelly said that as part of its plan to concentrate
resources on operations with the strongest potential for future
growth under either scenario, Eagle Food Centers will close nine
Eagle Food stores including its BOGO's store by the end of Eagle
Food's fiscal second quarter. The closing stores are located in:
Davenport, Iowa; Iowa City, Iowa; Freeport, Illinois; Westmont,
Illinois; Decatur, Illinois; Macomb, Illinois and two locations in
Springfield, Illinois. The BOGO's store is located in Princeton,
Illinois. A court hearing on June 27, 2003 has been scheduled to
consider the Company's proposed bidding procedures and the store
closing request.

The Company operates 58 Eagle Country Markets and 1 BOGO's Food
and Deals. In addition, the Company employs approximately 3,550 at
its stores and its headquarters and central distribution facility
in Milan, Illinois.


EL PASO: Company's Nominees Re-Elected to Board of Directors
------------------------------------------------------------
El Paso Corporation (NYSE: EP) announced that preliminary results
indicate its shareholders have voted to elect the Board's twelve
nominees standing for re-election to the Company's Board of
Directors at its June 17, 2003 Annual Meeting.

Ronald L. Kuehn, Jr., chairman and chief executive officer of El
Paso, said, "El Paso would like to thank all of its shareholders
for voting on this important issue and making their voices heard
about the future of their company.

"[Tues]day's outcome indicates that our shareholders recognize the
steady progress the company has made in accomplishing the
objectives laid out in our operational and financial plan.  Our
Board has demonstrated its commitment to restoring the value
inherent in this company's world-class asset base and we look
forward to their continued involvement.

"We would also like to thank our employees for their continued
dedication during this proxy contest and urge them to continue to
focus on El Paso's strengths.

"The efforts of both sides during this proxy contest are a
testament to each group's interest in and commitment to the future
of El Paso."

Prior to the closing of the polls at the Annual Meeting, all proxy
cards received by El Paso were turned over to the independent
inspectors of election.  The inspectors will prepare a preliminary
vote count after which both sides will have an opportunity to
examine the tabulation.  It is expected that the final results
should be certified shortly.  El Paso will publicly announce the
results of the election once they are finalized.

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

                         *     *     *

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

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


ENGAGE INC: Pursuing Financial Restructuring Under Chapter 11
-------------------------------------------------------------
Engage, Inc., is insolvent and is negotiating a financial
restructuring in which the Company and several of its United
States subsidiaries would file voluntary petitions for
reorganization under Chapter 11 of the Bankruptcy Code.

The Company is in the final stages of negotiating an asset
purchase agreement providing for the sale of substantially all of
its assets to a third party, which sale would be subject to
bankruptcy court approval, regulatory approvals and other
conditions. The Company will also need to obtain the consent of
CMGI, Inc., the Company's secured lender, with respect to the use
of cash collateral to help fund its operations in the Chapter 11
proceedings. There can be no assurance that the Company will be
able to complete all of these arrangements in the time available.
If the Company is unable to complete these negotiations and obtain
the required consent from CMGI immediately, it intends to wind up
its affairs and liquidate it assets. In the event of a
liquidation, or even a successful reorganization, the Company
believes that it is unlikely that there will be any recovery for
the Company's stockholders.

Engage, Inc. (OTCBB: ENGA) is a leading provider of advertising,
marketing and promotion (AMP) software solutions. Engage's digital
asset management and workflow automation software enables the
creation, production and delivery of marketing and advertising
content more quickly and efficiently, increasing time-to-market
advantages, boosting productivity and ultimately driving higher
ROI from marketing programs and advertising campaigns. Engage is
headquartered in Andover, Massachusetts, with a European affiliate
headquarters in London. For more information on Engage, visit
http://www.engage.com


ENRON CORP: Urges Court to Approve Huntco Settlement Agreement
--------------------------------------------------------------
A. Enron North America and Huntco Steel Inc. entered into:

    (i) the Inventory Management Agreement Phase 1 dated April 6,
        2001;

   (ii) the Inventory Management Agreement Phase II dated
        April 6, 2001; and

  (iii) the Master Steel Purchase Agreement dated April 6, 2001.

B. EBF LLC and Huntco Steel entered into:

    (i) the Service Agreement dated June 8, 2001;

   (ii) the Operation and Maintenance Agreement dated June 8,
        2001; and

  (iii) the Non-Exclusive Technology License Agreement dated
        June 8, 2001.

C. ENA and various Huntco Debtors entered into:

    (i) a Loan Agreement dated April 6, 2001; and

   (ii) the Post Closing Agreement dated June 6, 2001.

Pursuant to the Loan Agreement, Huntco Inc. borrowed $10,000,000
from ENA.  Midwest Inc., an affiliate of Huntco Steel, guaranteed
the Loan Agreement.

Melanie Gray, Esq., at Weil, Gotshal & Manges LLP, in New York,
explains that the ENA Agreements provide that ENA purchase and
manage Huntco Steel's steel inventory.  Pursuant to the IMAs,
Huntco Steel retained certain call options to purchase steel from
ENA.  Between December 2001 and January 2002, Huntco Steel
exercised a number of the Call Options for the delivery of steel
from ENA to Huntco Steel.  However, Ms. Gray notes that Huntco
Steel failed to pay for the steel delivered under the Call
Options.

Contemporaneously with the entry into the ENA Agreements, Huntco
Steel executed a security agreement in ENA's favor to secure the
payment of obligations under the ENA Agreements.  Under the
Huntco Steel Security Agreement, Huntco Steel granted ENA a
second lien on its personal property, including receivables and
equipment.  The first lien has been previously granted to
Congress Financial Corporation.  Accordingly, ENA and Congress
entered into an intercreditor agreement, which governed the
Parties' rights as lienholders against Huntco Steel's property.

On April 30, 2001, Enron Industrial Markets LLC entered into an
Asset Purchase Agreement with Huntco Steel and Huntco Inc. for the
purchase of a cold mill steel processing plant in Blytheville,
Arkansas for $17,000,000.  On June 8, 2001, EIM assigned its
rights and obligations under the Asset Purchase Agreement to EBF.

In connection with the Asset Purchase Agreement, EBF and Huntco
Steel entered into the EBF Agreements, including:

    (i) the OMA pursuant to which Huntco Steel agreed to operate
        and manage the Steel Mill;

   (ii) the Technology Licenses pursuant to which Huntco Steel
        agreed to license EBF's use of certain software at the
        Steel Mill; and

  (iii) the Services Agreement pursuant to which EBF and Huntco
        Steel agreed to furnish each other with certain goods
        and services in connection with the Steel Mill and the
        businesses retained by Huntco and payment for the goods
        and services.

With all the various transactions between the Parties, Ms. Gray
reports that the Enron Debtors and the Huntco Debtors have filed
various proofs of claim relating to the Agreements in each others'
bankruptcy cases.

On June 12, 2002, ENA filed these proofs of claim in the various
Huntco Debtors' bankruptcy cases:

    (i) Proof of Claim No. 48 against Huntco for approximately
        $12,000,000, resulting from the ENA Agreements and the
        Intercreditor Agreement -- the ENA-Huntco Claim;

   (ii) Proof of Claim No. 93 against Huntco Steel for
        approximately $12,000,000 resulting from the ENA
        Agreements and including ENA's claim under the Call
        Options -- the ENA-Huntco Steel Claim;

  (iii) Proof of Claim No. 50 against Midwest for approximately
        $12,000,000 relating to a guaranty Midwest executed
        -- the ENA-Midwest Claim; and

   (iv) Proof of Claim No. 1 against Huntco Nevada for
        approximately $12,000,000 relating to a guaranty and
        security agreement Huntco Nevada executed -- the ENA-
        Huntco Nevada Claim.

On September 5, 2002, EBF filed these proofs of claim in the
various Huntco Debtors' cases:

    (i) Proof of Claim No. 237 for approximately $1,000,000
        against Huntco Steel relating to all claims arising under
        the EBF Agreements -- the EBF-Huntco Steel Claim; and

   (ii) Proof of Claim No. 167 in an unspecified amount against
        Huntco relating to Huntco's failure to perform under the
        EBF Agreements -- the EBF-Huntco Claim.

Ms. Gray notes that the Huntco Debtors and the Official Unsecured
Creditors' Committee appointed in their cases dispute the Enron
Claims and believe there are various defenses and counter-claims
with regard to the Enron Claims.

Ms. Gray informs Judge Gonzalez that on October 11, 2002, Huntco
Steel filed Proof of Claim No. 12205 against EBF for $802,239 for
services purportedly Huntco Steel performed under the Operations
and Management Agreement -- the Huntco Steel-EBF Claim.

On June 28, 2002, ENA commenced an adversary proceeding against
the Huntco Debtors in the Missouri Bankruptcy Court seeking a
declaratory judgment and certain other relief, including a
determination of ENA's marshaling and subrogation rights and a
determination of the nature and extent of ENA's collateral.  The
adversary proceeding is pending in the Missouri Bankruptcy Court.

The Enron Debtors have determined to settle all disputes through a
settlement agreement with respect to the Claims and the Missouri
Adversary Proceeding.  Pursuant to the Settlement Agreement:

    (a) Huntco Steel will pay ENA $3,950,000;

    (b) the Huntco Debtors will withdraw the Huntco Steel-EBF
        claim with prejudice;

    (c) to the extent not previously rejected, the Huntco Debtors
        will reject all executory contracts between any of the
        Huntco Debtors and any of the Enron Debtors, including
        the Agreements;

    (d) upon receipt of the Settlement Payment, ENA will cause
        the Missouri Adversary Proceeding to be dismissed with
        prejudice;

    (e) ENA and EBF will withdraw their Claims with prejudice; and

    (f) the Parties will release and forever discharge each other
        from any and all actions and causes of action, judgments,
        executions, suits, debts, claims, demands, liabilities,
        obligations, damages and expenses  in any way connected
        to the subject matter of the Agreements, the Claims and
        the Missouri Adversary Proceeding.

Ms. Gray contends that the Settlement Agreement is the best way to
resolve the conflict between Enron and Huntco because:

    (a) it will allow the Enron Debtors to settle the Claims and
        the Missouri Adversary Proceeding in return for the
        Settlement Payment, thus realizing the maximum value
        available for their claims under the circumstances;

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

    (c) it eliminates additional operational risks and potential
        litigation that may occur as a result of any adversary
        proceedings.

Accordingly, the Enron Debtors ask Judge Gonzalez to:

    (a) approve the Settlement Agreement; and

    (b) authorize them to enter into and perform their
        obligations under the Settlement Agreement.
(Enron Bankruptcy News, Issue No. 70; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

DebtTraders reports that Enron Corp.'s 9.875% bonds due 2003
(ENRN03USR3) are trading at about 19 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ENRN03USR3for
real-time bond pricing.


ENRON: Permian Gathering's Voluntary Chapter 11 Case Summary
------------------------------------------------------------
Debtor: Enron Permian Gathering Inc.
        1400 Smith Street
        Houston, Texas 77002

Bankruptcy Case No.: 03-13949

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

Chapter 11 Petition Date: June 17, 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: $0 to $50,000

Estimated Debts: $0 to $50,000


ENRON: Transwestern Gathering's Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Transwestern Gathering Company
        1400 Smith Street
        Houston, Texas 77002

Bankruptcy Case No.: 03-13950

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

Chapter 11 Petition Date: June 17, 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: $0 to $50,000

Estimated Debts: $0 to $50,000


ENRON: Gathering Company's Voluntary Chapter 11 Case Summary
------------------------------------------------------------
Debtor: Enron Gathering Company
        1400 Smith Street
        Houston, Texas 77002

Bankruptcy Case No.: 03-13952

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

Chapter 11 Petition Date: June 17, 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: $100,000 to $500,000

Estimated Debts: $0 to $50,000


ENRON: EGP Fuels Company's Voluntary Chapter 11 Case Summary
------------------------------------------------------------
Debtor: EGP Fuels Company
        1400 Smith Street
        Houston, Texas 77002

Bankruptcy Case No.: 03-13953

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

Chapter 11 Petition Date: June 17, 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: $50 Million to $100 Million

Estimated Debts: More than $100 Million


ENRON: Asset Management Resources' Chapter 11 Case Summary
----------------------------------------------------------
Debtor: Enron Asset Management Resources, Inc.
        1400 Smith Street
        Houston, Texas 77002

Bankruptcy Case No.: 03-13957

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

Chapter 11 Petition Date: June 17, 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 TECH.: Asks Court to Fix August 15 Contaminant Bar Date
-------------------------------------------------------------
As the Court is well aware, Exide Technologies and its debtor-
affiliates are a worldwide leading manufacturer and distributor of
lead acid batteries and other related electrical energy storage
products.  Despite the Debtors' meticulous attention to product
safety and clean facilities, past practices in the industry for
the manufacturing and distribution of these products open the
Debtors to multiple claims of personal injury, product damage and
environmental contamination.  As a result, prior to the Petition
Date, the Debtors estimate that hundreds of contaminant-related
claims have been asserted against them.  Additionally, the Debtors
are cognizant of the fact that unknown prepetition contaminant-
related claimants may exist.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub P.C., in Wilmington, Delaware, informs the Court that
the nature and derivation of Contaminant-Related Claims pose
special issues in the context of establishing a bar date and
related procedures.  For example, the Debtors believe that
expanded notice procedures are necessary to insure that all known
and unknown Contaminant-Related Claim holders receive fair notice
of the bar date.  Similarly, the Debtors believe that specifically
tailored proof of claim forms are necessary to allow the Debtors
and the Court to efficiently evaluate the claims that are
received.  For these and other reasons, the Debtors seek a
separate bar date for Contaminant-Related Claims and ask Judge
Carey to approve the procedures specifically applicable to these
claims.

By this motion, the Debtors seek to ascertain with finality the
scope and extent of all Contaminant-Related Claims that might be
asserted against their estates.  In particular, the Debtors ask
the Court to establish August 15, 2003 at 4:00 p.m., prevailing
Eastern time as the last date and time by which those parties who
believe that they hold Contaminant-Related Claims against any of
the Debtors' estates must file proofs of claim on account of these
claims or be forever barred from asserting these claims. Defining
the universe of Contaminant-Related Claims is an important and
necessary step if a confirmable plan of reorganization is to be
achieved.

In addition, the Debtors ask Judge Carey to approve:

    -- the manner of notice of the Contaminant Bar Date that the
       Debtors propose to provide to potential claimants, in both
       mailed and publication formats; and

    -- the Debtors' proposed proof of claim forms for certain
       Contaminant-Related Claims.

The Contaminant Bar Date will apply to all persons and entities,
including, without limitation, individuals, partnerships,
corporations, estates, trusts, and governmental units, holding or
asserting "claims" within the meaning of Section 101(5) of the
Bankruptcy Code against any or all of the Debtors that relate to:

    1. "Contaminant-Related PI Claims" -- Any claim alleging,
       arising out of, or in any way relating to personal injury,
       including wrongful death, for which any Debtor is alleged
       to be liable, arising out of or relating to exposure to
       lead, cadmium, arsenic, sulfate, chromium, aluminum,
       nickel, barium, copper, manganese, beryllium, heavy metals,
       sulfuric acid or other acidic contaminants, or any other
       toxic or hazardous substances, pollutants, or substances,
       and any claims in any way related to these claims.
       Contaminant-Related PI Claims include all claims whether in
       tort, contract, warranty, restitution, conspiracy,
       contribution, guarantee, indemnity, subrogation or any
       other theory of law, equity or admiralty; whether seeking
       compensatory, special, economic and non-economic, punitive,
       exemplary, administrative, or any other costs or damages;
       or whether seeking any legal, equitable or other relief of
       any kind whatsoever.  Contaminant-Related PI Claims include
       any claims that have been resolved or are subject to
       resolution pursuant to any agreement, or any claims that
       are based on a judgment or verdict.

    2. "Contaminant-Related PD Claims" -- Any claim alleging,
       arising out of, or in any way relating to physical,
       economic, environmental, or any other damage or injury to
       any property or property interest, including any cost
       incurred by any person, for which any Debtor is alleged to
       be liable, arising out of or in any way relating to the
       installation, presence, removal of, or release of a
       Contaminant at, on or from any facility of any Debtor or of
       any other person, or in or from any products or materials
       containing a Contaminant.  Contaminant-Related PD Claims
       include all claims whether in tort, contract, warranty,
       restitution, conspiracy, contribution, indemnity,
       guarantee, subrogation, under an environmental law, or
       under any other theory of law, equity or admiralty; whether
       seeking compensatory, special, economic and non-economic,
       punitive, exemplary, administrative, reimbursement, or any
       other costs or damages; or whether seeking any legal,
       equitable or other relief of any kind whatsoever.
       Contaminant-Related PD Claims include any claims that have
       been resolved or are subject to resolution pursuant to any
       agreement, or any claims that are based on a judgment or
       verdict.

The proposed Contaminant Bar Date does not apply to:

    A. any entity whose Contaminant-Related Claims against a
       Debtor is listed in the Debtors' schedules and is not
       listed as contingent, unliquidated or disputed in the
       Debtors' schedules, and that agrees with the nature,
       classification and amount of its Contaminant-Related Claims
       as identified in the Debtors' schedules;

    B. any entity whose Contaminant-Related Claims against a
       Debtor has previously been allowed by, or paid pursuant to,
       an order of the Court;

    C. any of the Debtors and the Debtors' non-debtor affiliates,
       including any of their non-debtor affiliates that hold
       Contaminant-Related Claims against one or more of the
       Debtors; and

    D. any claims not Contaminant-Related PI Claims or
       Contaminant-Related PD Claims.

The Debtors propose that any individual or entity that has or may
have a Contaminant-Related Claim that fails to file a proof of
claim by the Contaminant Bar Date will be forever barred, estopped
and enjoined from:

    a. participating in the Debtors' estates;

    b. voting with respect to any plan of reorganization filed in
       these cases; and

    c. receiving any distribution from the Debtors or any entity
       created pursuant to or in connection with any confirmed
       plan of reorganization in these cases.

This is all notwithstanding that the entity may later discover
facts in addition to, or different from, those which that entity
knows or believes to be true as of the Contaminant Bar Date, and
without regard to the subsequent discovery or existence of the
different or additional facts.

The Debtors propose a two-fold notice program that will provide
both actual and publication notice of the Contaminant Bar Date to
known claimants, and publication notice to claimants whose
identities and addresses are not presently known or reasonably
ascertainable by the Debtors.  The Debtors propose a broad,
comprehensive and reliable notice program aimed at holders and
potential holders of Contaminant-Related Claims.  The plan to
provide notice to all known and unknown Contaminant-Related
Claimants employs five primary methods in providing notice:

    a. direct notice by mail to all identifiable contaminant-
       related claimants and their counsel;

    b. broad published notice through national and international
       newspapers;

    c. local published notice through local newspapers in the
       areas where large numbers of Contaminant-Related Claims
       have been alleged;

    d. Internet website publication; and

    e. a toll-free telephone number.

Ms. Jones relates that the Debtors will provide actual notice of
the Contaminant Bar Date by mailing a copy of the contaminant bar
date notice package, which consists of a notice of the Contaminant
Bar Date, and the Contaminant-Related Proof of Claim Forms to the
parties that have requested notice and these potential claimants:

    -- counsel of record for contaminant-related personal injury
       claimants with pending Contaminant-Related Claims against
       the Debtors;

    -- contaminant-related personal injury claimants or their
       counsel that have made written Contaminant-Related Claims
       against the Debtors and the claims are still pending;

    -- counsel of record for contaminant-related property damage
       claimants with pending Contaminant-Related Claims against
       the Debtors;

    -- contaminant-related property damage claimants or their
       counsel that have made written Contaminant-Related Claims
       against the Debtors and the claims are still pending;

    -- co-defendants of the Debtors in pending contaminant-related
       actions and claims against the Debtors;

    -- co-potentially responsible parties with the Debtors in
       pending contaminant-related actions and claims against the
       Debtors;

    -- governmental agencies involved in pending contaminant-
       related actions against the Debtors;

    -- the Debtors' current and former employees from 1997 to the
       present;

    -- any parties to indemnity or contribution agreements with
       the Debtors;

    -- the Office of the United States Trustee;

    -- counsel to the administrative agent for the prepetition
       secured lenders;

    -- counsel to the postpetition secured lenders;

    -- counsel to the Creditors' Committee; and

    -- counsel to the Equity Committee.

The Debtors believe that actual notice to these creditors
encompasses all known creditors who are readily ascertainable by
the Debtors and who may hold Contaminant-Related Claims.

Ms. Jones admits that the Debtors do not have personal information
concerning each and every alleged Contaminant-Related Claimant
that has asserted a contaminant-related claim or filed a
contaminant-related suit against the Debtors.  In particular, due
to the manner in which the alleged claims are handled by
plaintiffs' counsel, the Debtors do not have, and cannot
reasonably obtain, the names and addresses of each individual
Contaminant-Related Claimant whose primary contact with the
Debtors has been through their counsel.  Rather, the Debtors'
records merely reflect the counsel for each of these claimants,
and all previous communication regarding the Contaminant-Related
Claimant and their various pending claims and lawsuits has been
through and with the counsel.  Accordingly, the Debtors seek the
Court's authority and approval to send all notices, mailings and
other communications related to the Contaminant Bar Date to the
known counsel for any Contaminant-Related Claimant, rather than
notifying each individual claimant personally.

The Debtors believe that this proposed notice represents a fair
and appropriate process to provide each of the Contaminant-
Related Claimants with all necessary notices and other
communications in these Chapter 11 proceedings.  Moreover, these
procedures will ease the Debtors' administrative burden of sending
notices to a number of individuals, thus, resulting in a more
cost-efficient notice procedure and thereby benefiting their
estates.  Indeed, since the Debtors have little or no personal
information concerning the individual Contaminant-Related
Claimants, direct notice to these individuals is practically
impossible.  Finally, the Debtors posit that any risk of prejudice
to the Contaminant-Related Claimant resulting from these notice
procedures will be eliminated by:

    a. the ethical obligation of counsel to forward this notice to
       their clients, and

    b. the Debtors' intention to publish, when appropriate,
       relevant notices concerning the Contaminant Bar Date in
       nationally and internationally-circulated publications.

In addition, the Debtors propose to publish notice of the
Contaminant Bar Date in a wide variety of international, national
and regional newspapers.  Specifically, the Debtors intend to
publish notice of the Contaminant Bar Date:

    a. once in the international edition of The Wall Street
       Journal;

    b. once in the national edition of The Wall Street Journal;

    c. once in the Friday/weekend edition of USA Today;

    d. twice in the national edition of The New York Times;

    e. once in The Greenville News;

    o  once in the Indianapolis Star and Indianapolis News;

    g. once in The Reading Eagle;

    h. once in The Dallas Morning News;

    i. once in The Commercial Appeal;

    j. once in The Times-Reporter:

    k. once in The San Francisco Chronicle;

    1. once in The San Jose Mercury News; and

    m. once in The Fresno Bee.

The publication notice will contain an Internet website address
where entities with potential Contaminant-Related Claims may
download the appropriate Contaminant-Related Proof of Claim Form
and related instructions.  In addition, the publication notice
will contain a toll-free number whereby those entities with
potential Contaminant-Related Claims may seek additional
information with respect to filing these claims.

As an important part of the orderly and efficient consideration of
Contaminant-Related Claims against them, the Debtors propose
specialized proofs of claim to be completed by persons or entities
asserting these claims.  Ms. Jones states that the Debtors'
proposed claim forms are modeled on Official Form 10, with the
addition of several brief questions.  The minimal additional
information requested by the form is fundamental to establishing
the validity of any Contaminant-Related Claim, and will enable the
Debtors and this Court to determine significantly more quickly
whether any filed claim may legitimately be asserted and, if a
Contaminant-Related Claim in fact exists, whether the Debtors may
be responsible for this claim.  To deal efficiently with
Contaminant-Related Claims, this minimal information should be
required as part of the claim form.

The personal injury Contaminant-Related Proof of Claim Form only
requests information that is essential to the Debtors' review of
personal injury claims -- i.e. facts relating to the Debtors'
potential liability for Contaminant-Related Claims and the amount
of damages relating to these claims.  The specialized personal
injury forms specifically request information relating to, among
other things, whether the claimant:

    a) consumes food from a metal container,

    b) was fed baby formula as a child,

    c) has been exposed to or tested for lead paint,

    d) takes calcium supplements or antacids,

    e) smokes, or

    f) uses cosmetics, personal care products, crayons or chalk.

Each of these activities is recognized as an alternative source of
lead exposure and can lead to evidence that the Debtors' products
or actions were not the proximate cause of the claimant's damages.

Ms. Jones adds that the personal injury Contaminant-Related Proof
of Claim Form also requests information about the Contaminant-
Related Claimant's parents and siblings if the claimant alleges
cognitive injury.  These questions help determine other factors
that could contribute to the claimant's cognitive development. For
instance, it may be relevant that a claimant's parents or
siblings, who have not been subjected to alleged lead exposure,
exhibit, or have exhibited, similar cognitive difficulties as
experienced by the claimant.  This evidence has gone to
demonstrate that contaminant exposure was not the proximate cause
for a particular alleged injury.  Because the information
requested by the personal injury Contaminant-Related Proof of
Claim Form would routinely be developed through written and oral
discovery and, more importantly, assists the Debtors with the
determination as to whether they may be responsible for a
claimant's alleged injuries, the requested information is
essential to the accurate and efficient resolution of such claims.

Without the additional information requested in the personal
injury Contaminant-Related Proof of Claim Form, Ms. Jones is
concerned that the Debtors would be forced to develop these same
facts through expensive and time-consuming discovery directed to
each and every claimant.  Additionally, if claimants are not
required to provide some level of detail and support to their
claim, the Debtors fear that some number of claimants would file
Contaminant-Related PI Claims, regardless of their merit, in an
effort to receive distribution from the Debtors' estates, which
would further increase the time and costs required to review the
validity of each claim.  The Debtors' proposed personal injury
Contaminant-Related Proof of Claim Form significantly reduces
these possibilities, while imposing minimal burdens on potential
claimants.  Further, the proposed personal injury Contaminant-
Related Proof of Claim Form will reduce the costs and time
required to litigate and resolve Contaminant-Related PI Claims by
narrowing the disputed issues and the scope of future discovery,
if necessary, the result of which will be less cost the Debtors'
estates and more efficient uses of the Debtors' limited resources.

As is the case with the personal injury Contaminant-Related Proof
of Claim Forms, Ms. Jones tells the Court that the property
damage forms only request information relevant to the Debtors'
potential liability and the claimant's alleged damages.
Historically, property damage claims against the Debtors arise as
the result of alleged environmental contamination, or an allegedly
defective product.  The property damage Contaminant-Related Proof
of Claim Form first allows the Debtors to narrow the issues by
identifying the circumstances that brought about the alleged claim
and then seeks information necessary to review the claim.
Specifically, the property damage Contaminant-Related Proof of
Claim Form requests details relating to the claimant's site,
building, property or structure.  This information is essential to
analyzing a property damage claim because, among other things,
there may be numerous properties located near the Debtors' alleged
contaminated facility that could have contributed to, or are
wholly responsible for, the claimant's property damage.  In the
alternative, the Debtors may determine that their property that
allegedly caused the damage is environmentally clean and,
therefore, could not be the basis for a claim.

Similarly, in the product defect context, Ms. Jones affirms that
claimants must identify the Debtors' products that they believe
are the proximate cause of the Contaminant-Related PD Claim.  The
Debtors manufacture a number of different products, many of which
are similar to those of competing manufacturers and, as a result,
the Debtors' products can be misidentified or confused with those
of their competitors.  Therefore, it is important that claimants
specifically identify, among other things, the alleged defective
product, where it was purchased and what it was being used for in
order for the Debtors to accurately and efficiently determine if,
in fact, one of their products may have caused the alleged
property damage and whether the product was being used in its
intended manner.

In the context of alleged environmental contamination, the
property damage Contaminant-Related Proof of Claim Form also
requests, among other things, information relating to whether the
claimant's site:

    a) has plumbing,

    b) has or had lead paint,

    c) contains Venetian blinds,

    d) uses coal as fuel, or

    e) uses or has used coal ash.

Each of these is commonly recognized as an alternative source of
contamination.  As a result, the Debtors require this information
to determine the possible extent of their liability, if any.

In recognition of the significance of site or product
identification evidence as a necessary prerequisite to successful
assertion of a Contaminant-Related PD Claim, and the fact that the
issue often would be dispositive, courts regularly impose a
requirement that plaintiffs, as the first step in a case,
disclose constituent analyses or other alleged evidence of site
identification or product identification.  Doing so in these
cases will, as it has in other cases, render the claims
reconciliation more efficient, and result in a narrowing of both
the scope of the disputed issues and further discovery by
eliminating claims as to which plaintiffs cannot establish the
Debtors as the proximate cause of the alleged property damage.

If site or product identification information is not required on
the claim form, Ms. Jones says, the Debtors will have to develop
this same information through time-consuming, expensive, and
inefficient discovery of each individual property damage claimant.
While the Debtors believe that that number should be minimal, it
is nonetheless possible that, in the event little or no specific
information is initially required from claimants, a large number
of parties would file protective proofs of claim on the mere
suspicion that the Debtors may be the cause of alleged
contaminant-related property damage or their products might be
present on their property, forcing the Debtors to expend
significant resources investigating large numbers of claims.  The
proposed property damage Contaminant Proof of Claim Form
significantly reduces this possibility while imposing no
incremental burdens upon potential claimants other than would be
required to prove the validity of their claims in any instance.

For any Contaminant-Related Claim to be validly and properly
filed, a signed original of a completed Contaminant-Related Proof
of Claim Form, together with any accompanying supporting documents
and information required by the form, must be delivered to the
Debtors' notice and claims agent, Bankruptcy Management
Corporation, at the address identified on the Contaminant Bar
Date Notice so as to be received no later than 4:00 p.m.,
prevailing Eastern time, on the Contaminant Bar Date.  All filed
proofs of claim must conform with the Contaminant-Related Proof of
Claim Form, and provide the documents and information required by
the Contaminant-Related Proof of Claim Form.

The Debtors propose that properly completed Contaminant-Related
Proof of Claim Forms may be submitted by courier service, hand
delivery, or mail.  Ms. Jones insists that proofs of claim
submitted in person or by e-mail, telecopy or facsimile will not
be accepted.  Proofs of claim will be deemed filed when actually
received by the Debtors' claim agent, BMC.  If an entity filing a
Contaminant-Related Proof of Claim Form wishes to receive
acknowledgement of the claims agent's receipt of a proof of claim,
the claimant must also submit to BMC by the Contaminant Bar Date
and concurrently with submitting its original Contaminant-Related
Proof of Claim Form both a copy of the original proof of claim and
a self-addressed envelope, postage prepaid.

The Debtors further propose that for each proof of claim to be
properly filed, it must be written in the English language, be
denominated in lawful currency of the United States, and conform
substantially with the Contaminant-Related Proof of Claim Form.

The Debtors also propose that all entities asserting Contaminant-
Related Claims against more than one Debtor be required to file a
separate Contaminant-Related Proof of Claim Form with respect to
each Debtor.  If entities are permitted to assert Contaminant-
Related Claims against more than one Debtor on a single proof of
claim, Ms. Jones contends that it may become administratively
unworkable for the Debtors' claims agent to maintain separate
claims registers for each Debtor.  Likewise, entities asserting
Contaminant-Related Claims should be required to identify on each
Contaminant-Related Proof of Claim Form the particular Debtor
against which their claim is asserted.  This requirement is not
unduly burdensome on claimants, since those entities will, or
should, know the identity of the Debtor against which they are
asserting a claim. (Exide Bankruptcy News, Issue No. 24;
Bankruptcy Creditors' Service, Inc., 609/392-0900)

Exide Technologies' 10.000% bonds due 2005 (EXDT05FRR1) are
trading at about 15 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=EXDT05FRR1for
real-time bond pricing.


FAIRBANKS CAPITAL: Firms-Up Financial Restructuring Pact Terms
--------------------------------------------------------------
Fairbanks Capital Corp., and the majority of its lenders and its
primary shareholders have finalized the terms of a restructuring
of the Company's financing, in accordance with the Agreement in
Principle reached on May 24, 2003. As noted at that time, the
agreements provide for the extension of committed financing for
servicing advances and working capital through September 30, 2004.
Further, the Company's primary shareholders have purchased a $35
million subordinated participation interest in other Company
indebtedness.

"We are pleased to have finalized this transaction with committed
financing through September 2004," said James H. Ozanne,
Fairbanks's CEO. "The closing of the restructuring enables
Fairbanks to move forward with its comprehensive review of its
loan servicing processes and continue to identify and make
improvements. We are very focused on this effort, and believe it
is making a difference. The Company will continue to cooperate
fully with the Federal Trade Commission, the Department of Housing
and Urban Development, and state regulators on their reviews of
the Company."

Fairbanks is a leading non-prime residential mortgage loan
servicer headquartered in Salt Lake City, Utah with facilities in
Hatboro, Pa., Jacksonville, Fla., and Austin, Texas. It services
more than 550,000 non- prime residential mortgage loans.

As reported in Troubled Company Reporter's May 29, 2003 edition,
Fairbanks Capital Corp., the majority of its lenders and its
primary shareholders executed an Agreement in Principle on May 24,
2003 that will provide a framework for Fairbanks to receive
additional committed financing through September 30, 2004 for
servicing advances and working capital. Fairbanks' lenders
extended the term of the previously granted waiver of the
specified event of default to June 16, 2003.


FASTNET CORP: Taps Schnader Harrison as Bankruptcy Attorneys
------------------------------------------------------------
FASTNET Corporation wants the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania to approve its retention of
Schnader Harrison Segal & Lewis LLP as its counsel in the
company's chapter 11 proceeding.

The Debtor tells the Court that Schnader Harrison possesses
knowledge and experience in the fields of bankruptcy, insolvency
and creditors' rights, litigation, corporate and securities law.
Prior to the commencement of its bankruptcy case, the Debtor
retained Schnader Harrison to provide general assistance regarding
restructuring and, if necessary, preparation of the Chapter 11
filing.  Given Schnader Harrison's background, expertise and the
Debtor's familiarity with Schnader Harrison, the Debtor believes
that the firm is both well qualified and uniquely able to provide
services to it in an efficient and timely manner.

Schnader Harrison will:

     a. provide assistance and advice, and representing the
        Debtor with respect to the administration of this case
        and oversight of the Debtor's affairs, including all
        issues arising from or impacting the Debtor or this
        Chapter 11 case;

     b. take all necessary action to protect and preserve the
        Debtor's estate during the administration of its Chapter
        11 case, including the prosecuting of actions by the
        Debtor, defending of actions commenced against the
        Debtor, negotiating, and objecting, where necessary, to
        claims filed against the estate;

     c. assist the Debtor in maximizing the value of its assets
        for the benefit of all creditors;

     d. prepare, negotiate and pursue confirmation of a plan and
        approval of a disclosure statement;

     e. prepare necessary applications, motions, answers,
        orders, reports and other legal papers on the Debtor's
        behalf;

     f. appear in Court to protect the interests of the Debtor's
        estate; and

     g. perform all other legal services for the Debtor that may
        be necessary and proper in this bankruptcy case.

The principal attorneys and paralegals presently designated to
represent the Debtor and their standard hourly rates are:

     David Smith               Partner        $425 per hour
     Michael G. Neri           Partner        $335 per hour
     Nicholas J. LePore, III   Partner        $330 per hour
     Michael J. Barrie         Associate      $175 per hour
     Alex Angelo               Paralegal      $140 per hour

Generally, Schnader Harrison's hourly rates range from:

          partners           $235 to $480 per hour
          associates         $125 to $270 per hour
          paralegals         $90 to $170 per hour

for those individuals who would most likely also provide services
to the Debtor.

FASTNET Corporation, a provider of internet services, filed for
chapter 11 protection on June 10, 2003 (Bankr. E.D. Pa. Case No.
03-23143).  When the Company filed for protection from its
services, it listed $23,000,000 in total assets and $29,000,000 in
total debts.


FIBERCORE INC: Commences Trading on OTCBB Effective Today
---------------------------------------------------------
On June 17, 2003, FiberCore, Inc. (Nasdaq: FBCEE), a leading
manufacturer and global supplier of optical fiber and preform for
the telecommunication and data communications markets, received a
notification of delisting from Nasdaq. The delisting will be
effective as of the open of business today. The Company is being
delisted because it failed to comply with the shareholders'
equity, market value of listed securities and net income from
continuing operations requirements for continued listing on the
Nasdaq SmallCap Market.

The Company's securities will immediately be eligible to trade on
the OTC Bulletin Board under the symbol FBCE, effective with the
open of business today. The Company's securities were previously
traded on the OTC Bulletin Board in 2000, prior to the Company
being listed on the Nasdaq SmallCap.

FiberCore, Inc. develops, manufactures, and markets single-mode
and multimode optical fiber preforms and optical fiber for the
telecommunications and data communications markets. In addition to
its standard multimode and single-mode fiber, FiberCore also
offers various grades of fiber for use in laser-based systems up
to 10 gigabits/sec, to help guarantee high bandwidths and to suit
the needs of Feeder Loop (also known as Metropolitan Area
Network), Fiber-to-the Curb, Fiber-to-the Home and Fiber-to-the
Desk applications. Manufacturing facilities are presently located
in Jena, Germany and Campinas, Brazil.

For more information about the company, its products, or
shareholder information please visit Web site at:
http://www.FiberCoreUSA.com

As reported in Troubled Company Reporter's Wednesday Edition,
FiberCore, Inc. received on June 12, 2003, a notification of
default from Riverview Group, LLC, Laterman & Co., and
Forevergreen Partners, of the Company's 5% Convertible
Subordinated Debentures. Currently there is approximately $2.5
million outstanding under these debentures, plus accrued interest.
If the event of default on the debentures continues, the Holders
have the right to accelerate the maturity date and the entire
amount could become immediately due. The debentures are unsecured.


FLEETPRIDE: Consummates Major Financial Recapitalization Deal
-------------------------------------------------------------
Gordon A. Ulsh, Chairman, President and Chief Executive Officer of
FleetPride, Inc., has completed a major financial
recapitalization. The recapitalization consists of an infusion of
new capital, a conversion of debt to equity from its financial
sponsors and a four-year, asset backed facility syndicated by GMAC
Commercial Finance LLC. Following the financial restructuring,
FleetPride's total debt to capitalization will be less than 30%
and the company's cash flow will improve by more than $3.5 million
annually.

Gordon Ulsh, Chairman, President and CEO of FleetPride, stated,
"We are gratified to report that our financial restructuring is
complete. We appreciate the continued support from our financial
sponsors and the confidence shown by our new financial partners at
GMAC. This is another significant step for the future of the
company. Our improved financial position will serve to further
strengthen the relationships with our vendor partners who have
been supportive throughout our work to improve the company. We are
now poised to grow the business and fulfill the company's mission
of becoming the dominant supplier to the heavy-duty aftermarket."

Ulsh commented further, "This is an exciting year for the company.
We have completed both an infrastructure reorganization and a
financial recapitalization. These activities support FleetPride's
continued focus on bringing value to our customers and will lead
to further growth and stability for the company. I want to thank
all of our employees for their hard work and dedication in
bringing the company to this stage of its development. I am now
asking that we continue our efforts and focus on our customers."

FleetPride, Inc. -- http://www.fleetpride.com-- America's premier
nationwide supplier of quality parts and expert service for the
trucking, fleet and heavy equipment aftermarkets -- operates more
than 150 locations in 33 states and carries a full line of
nationally recognized brand name parts, as well as an assortment
of private brand parts. In addition, FleetPride offers in-house
remanufactured products such as brake shoes, transmissions, rear
axles and driveline components. Truck and trailer repair services
are also offered at a number of locations.


FLEMING COMPANIES: Committee Taps Pepper Hamilton as Co-Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Fleming
Companies, Inc., and debtor-affiliates, wants to retain a co-
counsel to Milbank, Tweed, Hadley & McCloy, LLP.  In this regard
the Committee selected Pepper Hamilton LLP, because of the firm's
extensive experience in and knowledge of business reorganization
under Chapter 11 of the Bankruptcy Code.  The Committee believes
that Pepper Hamilton is both well qualified and uniquely suited to
serve as its legal counsel due to its representation of several
creditors' committees in other national cases.

By this application, the Committee seeks the Court's authority to
retain Pepper Hamilton nunc pro tunc to April 10, 2003.

As co-counsel, Pepper Hamilton will:

    (a) advise the Committee with respect to its rights, powers
        and duties in the Debtors' Chapter 11 Cases;

    (b) assist and advise the Committee in its consultations with
        the Debtors relative to the administration of their
        Chapter 11 Cases;

    (c) assist the Committee in analyzing and in negotiating the
        claims of Fleming's creditors;

    (d) assist with the Committee's investigation of the acts,
        conduct, assets, liabilities, and financial condition of
        the Debtors and the operation of their businesses to
        maximize the value of their assets for the benefit of the
        creditors;

    (e) assist the Committee in its analysis of, and negotiations
        with, the Debtors or any third party concerning matters
        related to, among other things, the terms of a plan or
        plans of reorganization for the Debtors;

    (f) assist and advise the Committee with respect to its
        communications with the general creditor body regarding
        significant matters in the Debtors' Chapter 11 cases;

    (g) commence and prosecute necessary and appropriate actions
        or proceedings on the Committee's behalf that may be
        relevant to the Debtors' Chapter 11 Cases;

    (h) review and analyze all or prepare, on behalf of the
        Committee, all necessary applications, motions, answers,
        orders, reports, schedules, and other legal papers;

    (i) represent the Committee in all hearings and proceedings;

    (j) confer with professional advisors retained by the
        Committee so as to more properly advise the Committee; and

    (k) perform all other necessary legal services need by the
        Committee in the Debtors' Chapter 11 Cases;

In connection with its engagement, Pepper Hamilton will charge for
its legal services on an hourly basis in accordance with its
ordinary and customary hourly rates and for its actual,
reasonable, and necessary out-of-pocket disbursements incurred in
connection of the Debtors' Chapter 11 Cases.  Pepper Hamilton's
current hourly rates are:

                     Partner       $280 - 550
                     Associate      150 - 295
                     Paralegal       65 - 175

William Cohen, a partner at Pepper Hamilton, attests that the firm
is a "disinterested person" as that term is defined in Section
1107(b) of the Bankruptcy Code.  Mr. Cohen adds that to best of
his knowledge, Pepper Hamilton, its partners, associates, and
counsel:

    -- are not creditors, insiders of the Debtor or equity
       security holders of the Debtor;

    -- are not and were not investment bankers for any
       outstanding securities of the Debtor;

    -- have not been, within three years before the Petition Date:

       (1) investment bankers for a security of the Debtor; or

       (2) an attorney for an investment banker in connection with
           the offer, sale or issuance of a security of the
           Debtors;

    -- are not and were not, within two years before the Petition
       Date, a director, officer, or employee of the Debtors or
       any investment banker for any outstanding securities of
       the Debtors; and

    -- do not have an interest adverse materially adverse to the
       interest of the estate or any class of equity security
       holders, by reason of any direct or indirect relationship
       to, connection with, or interest in, the Debtors or an
       investment banker for any outstanding Debtor securities.
       (Fleming Bankruptcy News, Issue No. 6; Bankruptcy
       Creditors' Service, Inc., 609/392-0900)


FRONT PORCH DIGITAL: Continued Losses Raise Going Concern Doubt
---------------------------------------------------------------
Front Porch Digital, Inc., enables the conversion, preservation
and management of analog and digital content, including text,
images, audio, graphics, video and rich media.  The Company
develops proprietary software products and performs services that
convert content into digital formats for subsequent storage and
on-demand delivery in the same or other formats or digital
platforms.  The software, based on proprietary and patent-pending
technology, enables a new paradigm in the way broadcasters,
content owners, education and law enforcement personnel manage
their workflow - a shift from tape-oriented warehousing to a fully
digital, instant access automated archive.  The Company's
customers are located in the United States, Europe and Asia.

Total revenue for the three months ended March 31, 2003 increased
$2.2 million, to $2.4 million compared to total revenue of
$250,000 for the three months ended March 31, 2002. This increase
was attributable to the additional revenue generated in both the
media conversion and software and related services business
segments.  Service revenues totaled $1,560,000, or 64% of total
revenues, for the three months ended March 31, 2003 as compared to
$139,000, or 56% of total revenues, for the three months ended
March 31, 2002. For the three months ended March 31, 2003,
$869,000, or 36% of total revenue, was attributable to sales of
software and related products as compared to $111,000, or 44% of
total revenue, for the three months ended March 31, 2002.

Total gross margin was $1,817,000, or 75% of total revenue, for
the three months ended March 31, 2003 compared to $144,000, or 58%
of total revenue, for the three months ended March 31, 2002.  This
increase was attributable to increased revenue from these services
and the timely delivery of these services to customers. In
addition, revenues scaled to a level whereby the direct costs of
operations can be supported, unlike in the prior year periods
during which revenue was marginally able to cover cost of sales.
For the three months ended March 31, 2003, sales of software and
related products resulted in gross margins of 83% and the
provision of data and video conversion services resulted in gross
margins of 69%.  For the three months ended March 31, 2002, sales
of software and related products resulted in gross margins of 60%
and the provision of data and video conversion services resulted
in gross margins of 56%.

For the three months ended March 31, 2003, the Company reported a
net loss of $0.2 million compared to a net loss of $0.9 million
for the three months ended March 31, 2002.

In April 2003, the Company issued $645,000 aggregate principal
amount of unsecured convertible promissory notes that bear
interest at the rate of 8% per annum and mature on September 30,
2004.  Principle and accrued interest are payable at maturity.
The convertible notes are convertible at any time at the option of
the note holders into shares of common stock of the Company at a
conversion price of $.042 per share, subject to certain anti-
dilution adjustments.  The Company may prepay the convertible
notes at any time without penalty. In the event of a prepayment by
the Company, or upon payment of principal and interest at
maturity, the Company will be required to issue to the holders of
such notes five-year common stock purchase warrants pursuant to
which the holders of the warrants will have the right to purchase
a number of shares of common stock of the Company equal to 5,500
shares for each $1,000 of principal balance repaid, at a purchase
price of $0.10 per share, subject to certain anti-dilution
adjustments.  The purchase agreement relating to the convertible
notes contains restrictions that, among others, prohibit the
Company from issuing new debt, making capital expenditures in
excess of specified amounts, paying dividends on the common stock
or granting security interests in assets without the consent of
note holders owning a majority in principal amount of the
outstanding notes.

In April 2003, the holders of the $500,000 aggregate principal
amount of convertible secured notes converted $250,000 of the
outstanding principle and 100% of the accrued interest into
6,785,715 shares of common stock of the Company pursuant to the
conversion terms of the convertible secured notes. The holders of
these notes also converted the remaining $250,000 principal
balance on the notes into the convertible notes described in the
preceding paragraph.

During April 2003 and in connection with the $645,000 funding and
secured note conversion above, the Company restructured certain
other current liabilities including: (i) restructuring $530,000 of
current liabilities to a single vendor to be payable over a five-
year period, with interest at the rate of 5% per annum.  Principal
payments under the agreement are fixed for the first year at
$100,000 per year.  Remaining payments are subject to certain
acceleration clauses based upon working capital levels and capital
raised.  In connection with this agreement, the Company issued
warrants to purchase up to 500,000 shares of common stock at a
price per share of $0.10 to the vendor and (ii) restructuring a
$150,000 note payable and accrued interest which was due in full
on June 30, 2003 into a new note that is payable over 12 months
and matures on May 1, 2004. The note is payable in equal monthly
installments beginning May 1, 2003 and carries an annual interest
rate of 9% per annum. Accrued interest is payable at maturity.  In
connection with this agreement, the Company issued to the
noteholder warrants to purchase up to 100,000 shares of common
stock at a price per share of $0.10.

On April 23, 2003, the Company sold to Eastman Kodak Company the
Company's intellectual property rights relating to the DIVArchive
product applications for the medical imaging and information
management market.  In connection with such sale, Kodak paid the
Company $800,000, will pay the Company a final payment of $50,000
upon completion of the transition process and has offered
employment to substantially all of the Company's personnel
associated with the transferred assets and assumed certain
software support obligations to the Company's existing DIVArchive
customers in the medical industry.

As of March 31, 2003, the Company had liquid assets (unrestricted
cash and cash equivalents and accounts receivable) of $1.9 million
and current assets of $2.3 million. Current liabilities of $4.3
million at March 31, 2003 consisted of $1.6 million of accounts
payable; $1.1 million of accrued expenses; $696,000 of accrued
expenses to employees; $581,000 of deferred revenue, which
consisted of progress payments received on engagements currently
in progress; $308,000 of current portion of notes payable and
$19,000 of current lease liability.  The Company's working capital
deficit was $1.9 million as of March 31, 2003 for the reasons
described above.

The Company used net cash of $0.4 million in operating activities
during the three months ended March 31, 2003 and used net cash of
$0.4 million in operating activities during the three months ended
March 31, 2002, primarily as a result of the net losses incurred
during the periods.

During the three months ended March 31, 2003, the Company used
$45,000 in investing activities, of which  $6,000 was used for
capital expenditures, $62,000 was used for the development of the
Company's suite of video software solutions, and $8,000 was used
in other investing activities, offset by proceeds from the sale of
fixed assets of $31,000.  During the three months ended March 31,
2002, the Company used $27,000 in investing activities, of which
$14,000 was used for capital expenditures and $13,000 was used for
the development of the Company's suite of video software
solutions.

The Company used $120,000 in financing activities during the three
months ended March 31, 2003, which consisted solely of principal
repayments made on notes payable and capital leases.  During the
three months ended March 31, 2002, financing activities provided
$400,000, which consisted of $350,000 of borrowings on notes
payable and $50,000 of proceeds from the issuance of 400,000
shares of unregistered common stock to an individual investor.

The Company expects capital expenditures to be approximately $0.5
million during the next twelve months.  It is expected that the
Company's principal uses of cash will be to provide working
capital and to finance capital expenditures and for other general
corporate purposes, including financing its sales and marketing
strategy.  The amount of spending in each respective area is
dependent upon the total capital available to the Company.

The Company expects that anticipated cash flow from operations
combined with its cash and cash equivalents at May 22, 2003 will
be sufficient to operate for at least the next 12 months.
However, continued operating losses and the early stage of the
Company's business, as well as potential changes in the business
and competitive environment, continue to present a significant
risk to the Company's long-term success.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.  The Company's actual financial results may differ
materially from the stated plan of operations. Factors which may
cause a change from the Company's plan of operations vary, but
include, without limitation, decisions of the Company's management
and Board of Directors not to pursue the stated plan of operations
based on its reassessment of the plan, and general economic
conditions.  Additionally, there can be no assurance that the
Company's business will generate cash flows at or above current
levels. Accordingly, the Company may choose to defer capital
expenditure plans and extend vendor payments for additional cash
flow flexibility.


GAUNTLET ENERGY: Commences Restructuring Under CCAA in Canada
-------------------------------------------------------------
Gauntlet Energy Corporation said that the Court of Queen's Bench
of Alberta granted an Order on June 17, 2003, which provides
creditor protection to Gauntlet and permits Gauntlet to develop a
financial restructuring plan to present to its creditors. The
Order was granted under the Companies' Creditors Arrangement Act.
The Court granted a stay of proceedings preventing creditors from
taking any legal actions against Gauntlet or its assets.
Gauntlet's banker, which is its primary secured creditor,
supported the application to the Court.


GUITAR CENTER: S&P Raises Corp. Credit Rating a Notch to BB-
------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on specialty music retailer Guitar Center Inc. to 'BB-'
from 'B+'. The rating was removed from CreditWatch where it had
been placed June 10, 2003. The outlook is stable.

In addition, Standard & Poor's assigned its 'B+' rating to the
company's $100 million senior unsecured convertible notes due
2013. The senior unsecured notes are rated one notch below the
corporate credit rating because of the significant amount of
secured debt outstanding during peak needs. The proceeds will be
used to redeem $66.8 million of its senior unsecured notes due
2006 and reduce the balance on its revolving credit facility.

"The upgrade is based on the expected improvement of cash flow
protection measures, with pro forma, lease-adjusted EBITDA
coverage of interest of about 4x, compared with about 3.5x under
the previous capital structure, because of the significantly lower
interest rate on the convertible notes compared with the existing
senior notes," stated Standard & Poor's credit analyst Robert
Lichtenstein. Moreover, financial flexibility will be enhanced by
the lengthened maturity and by about $30 million more of
availability under the company's revolving credit facility.

Guitar Center is the nation's largest retailer of music products
in a highly fragmented industry. The company's market position has
been enhanced by the liquidation of competitor MARS Music, which
filed for federal bankruptcy in September 2002. Moreover, Guitar
Center plans to continue to accelerate its expansion in 2003
through new store openings and acquisitions.

Same-store sales rose 4% in the first quarter of 2003 (ended March
31, 2003) after increasing 6% in both 2002 and 2001. Same-store
sales benefited from the closure of 11 Mars Music stores in the
company's markets. Operating margins improved to 9% from 8.3% for
the 12 months ended March 31, 2003, despite higher expenses
related to the company's new distribution center and an increase
in wages and insurance costs.

Leverage declined even though additional capital was required to
support the company's expansion plan, acquisitions, infrastructure
improvements, and new distribution center. For the 12 months ended
March 31, 2003, total debt to EBITDA decreased to 3.2x from 4x the
year before.

Liquidity is adequate, with $5.5 million in cash and $46.6 million
of availability on a $200 million revolving credit facility
subject to borrowing base limitations. Liquidity will be enhanced
by about $30 million, as part of the proceeds from the convertible
debt offering will be used to pay down the revolving credit
facility. The credit facility matures in 2005.

Free operating cash flow was negative $14 million in 2002.
Standard & Poor's expects that operating cash flow and the
revolving credit facility will be the company's primary sources to
service its debt and fund its capital expenditures of about $30
million.

Guitar Center has demonstrated strong execution, with overall
improvement in operating and financial performance. Standard &
Poor's expects Guitar Center to continue to use debt to finance
its store expansion, infrastructure improvements, and possible
acquisitions. However, adequate credit protection measures permit
the company to pursue its objectives while maintaining its credit
quality.


HASBRO INC: Will Publish Second Quarter Financial Results Monday
----------------------------------------------------------------
Hasbro, Inc. (NYSE:HAS) will webcast its second quarter conference
call via the Internet. The call will take place on Monday, July
21, 2003, at 9:00 a.m. EST, following the release of Hasbro's
quarterly financial results. The call will be available to
investors and the media on Hasbro's investor relations home page,
at http://www.hasbro.comclick on "Corporate Info", click on
"Investor Information", then click on the webcast microphone.

The audio webcast platform is Microsoft's Windows Media
Player(TM). To install Windows Media Player prior to the webcast,
log on to
http://www.microsoft.com/windows/windowsmedia/en/download/default
asp and follow the directions.

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

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

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

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


HEALTHSOUTH CORP: Mr. Scrushy Sues to Get Financial Information
---------------------------------------------------------------
Richard M. Scrushy, the founder and former Chairman of HealthSouth
Corporation, filed a lawsuit in Delaware against the company's
board of directors for excluding him as a director from
HealthSouth board meetings and not providing him with financial
and performance information.

As a HealthSouth director, Mr. Scrushy is legally entitled to such
information and meeting notices.  HealthSouth attorneys have
repeatedly acknowledged this in writing and have agreed to provide
them.  However, despite repeated promises, he has received
nothing.

One of Scrushy's attorneys, Gary H. Baise of Baise & Miller in
Washington, D.C., declared, "it has now been three months since
Scrushy has received a single piece of paper from HealthSouth
describing the financial condition of the Company or the
performance of the divisions."

The company is required by law to inform its directors in advance
of board meetings so they can attend.  HealthSouth claims it has
had no board meetings since April 4, 2003, although Mr. Scrushy
received no notice of that meeting either.  In the meantime, the
company claims, it is conducting business through special
committees, and Mr. Scrushy is excluded because he is not on any
committee.

"This is a brazen attempt to freeze out Scrushy," says his lead
attorney and spokesman Donald V. Watkins.  "We are asking the
Chancery Court in Delaware, where HealthSouth is incorporated, to
get him all the information needed to allow him to fulfill his
fiduciary obligations as a director of HealthSouth."

Mr. Scrushy requested administrative leave on March 20, 2003, the
day after the U.S. Securities and Exchange Commission charged him
with insider trading and manipulating the stock of the company to
raise its value.  Ten days later the HealthSouth board removed him
as Chairman and Chief Executive Officer.  The SEC petitioned a
U.S. federal district court in Birmingham, Alabama, to freeze all
of his financial assets.

In April 2003, federal judge Inge Johnson held 11 days of hearings
with dozens of witnesses and extensive cross-examination.  On
May 7, 2003, in a detailed 64-page decision Judge Johnson
concluded, "To date, the SEC has failed to establish, as opposed
to allege, that defendant Scrushy was involved in the fraud."  In
ruling against the SEC on all issues, she declared, "The court
finds that the evidence produced by the SEC to date does not rise
to a level of establishing even a reasonable likelihood of success
on the merits of this case.  The asset freeze heretofore imposed
upon defendant Scrushy is dissolved."

As reported in Troubled Company Reporter's April 14, 2003 edition,
HEALTHSOUTH Corporation and its bank lenders executed a
Forbearance Agreement on the Company's $1.25 billion credit
facility through May 1, 2003.

The agreement provided that the bank lending group, headed by
JPMorgan Chase Bank and Wachovia Securities, will forbear from
exercising remedies arising from the default of the Company's
credit facility, which was announced on March 27, 2003, absent any
new defaults under the credit facility or the Forbearance
Agreement.

DebtTraders reports that Healthsouth Corp.'s 10.750% bonds due
2008 (HRC08USR1) are trading at about 54 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=HRC08USR1for
real-time bond pricing.


HOLLINGER: Special Committee Formed to Conduct Investigation
------------------------------------------------------------
The Board of Directors of Hollinger International Inc. (NYSE: HLR)
announced that, as previously indicated at its Annual Meeting of
Stockholders on May 22, 2003, it has proceeded to establish a
Special Committee to conduct an independent review and
investigation of allegations raised by Tweedy, Browne Company, LLC
in letters sent to the Board as well as its Schedule 13-D, as
amended, on May 19, 2003 and on June 11, 2003.  Gordon A. Paris,
who was elected to the Company's Board at its Annual Meeting, has
been appointed Chairman of the Committee and initially is its sole
member. The election of new independent directors who may become
members of the Special Committee is under consideration.

The Committee has retained Richard C. Breeden, a former Chairman
of the U.S. Securities and Exchange Commission, to represent and
advise it in its review.

Hollinger International Inc. is a global newspaper publisher with
English-language newspapers in the United States, Great Britain,
and Israel. Its assets include The Daily Telegraph, The Sunday
Telegraph and The Spectator magazine in Great Britain, the Chicago
Sun-Times and a large number of community newspapers in the
Chicago area, The Jerusalem Post and The International Jerusalem
Post in Israel, a portfolio of new media investments and a variety
of other assets.

As of December 31, 2002, the company incurred a working capital
deficit, posting total current assets of $893,715,000 against
total current liabilities of $1,085,618,000.

For more information on Hollinger International Inc., visit
http://www.hollinger.com

             RESOLUTIONS OF THE BOARD OF DIRECTORS OF
                    HOLLINGER INTERNATIONAL INC.

    WHEREAS, on May 20, 2003, Hollinger International Inc.
received correspondence from counsel for Tweedy, Browne Company
LLC, a shareholder of the Company, demanding that the Board of
Directors of the Company investigate and take corrective action
respecting certain payments made directly or indirectly to
executives of the Company under the terms of certain noncompete
agreements entered into incident to sales of assets by the
Company; and

    WHEREAS, on June 11, 2003, TBC supplemented its May 20, 2003
demand with additional demands that the Board of Directors of the
Company investigate and take corrective action with respect to (i)
the disposition of certain Company assets to Bradford Publishing
Company and (ii) certain management services agreements between
the Company and its subsidiaries, on one hand, and certain
allegedly related parties, on the other hand (the May 20, 2003
demand letter and the June 11, 2003 supplement thereto being
referred to collectively herein as the "Demand Letter"); and

    WHEREAS, on May 19, 2003, TBC filed a Statement on Schedule
13D with the Securities and Exchange Commission, which Schedule
13D sets forth certain additional areas of potential investigation
concerning past transactions with or payments to executives of the
Company or others, and which Schedule 13D was amended on June 11,
2003 to reflect the issuance of the supplemental demand letter
dated on that date; and

    WHEREAS, the Board of Directors of the Company has determined
that it is in the best interests of the Company that a special
committee of independent members of the Board of Directors be
created and authorized (i) to conduct an independent review and
investigation of the allegations set forth in the Demand Letter
and the Schedule 13D, and any other matters that the special
committee may conclude should be considered (such matters and
allegations being hereinafter referred to collectively as the
"Allegations"); (ii) to consider and to take any action(s) made
necessary and appropriate by the Allegations; and (iii) to
recommend to the full Board of Directors any other appropriate
action that the Company should take in response to the matters
raised in the Demand Letter, in the Schedule 13D, or otherwise by
the special committee.

    NOW, THEREFORE, BE IT RESOLVED, that a special committee of
the Board of Directors (referred to herein as the "Special
Committee") be appointed; and it is

    FURTHER RESOLVED, that the Board of Directors hereby appoints
Gordon A. Paris to serve as the member of the Special Committee;
and it is

    FURTHER RESOLVED, that Gordon A. Paris is further appointed as
the Chairman of the Special Committee; and it is

    FURTHER RESOLVED, that the Board of Directors may appoint
other current independent directors of the Company as members of
the Special Committee, and, as and when new independent members of
this Board of Directors are elected, the Board of Directors may
appoint such directors as members of the Special Committee,
subject in each such case to the prior approval of the Chair of
the Special Committee and to confirmation of the new member's
independence by counsel to the Special Committee; and it is

    FURTHER RESOLVED, that the Special Committee is hereby
authorized to perform the following duties:

        The Special Committee is authorized to conduct an
independent review and investigation of the Allegations and such
other matters as it may conclude should be considered;

        In connection with its investigation, the Special
Committee shall have the right to avail itself of any and all
materials, work product, and other information prepared or
collected by management or employees of the Company, the Board of
Directors or any committee thereof, or their respective advisers;

        The Special Committee is charged with reaching its own
independent determinations and conclusions regarding the
Allegations and, accordingly, shall be not be bound by any
determinations or conclusions reached by the Board of Directors or
any other committee thereof regarding such matters;

        The Special Committee is authorized to determine, in its
sole discretion, whether to prosecute litigation with respect to
the allegations set forth in the Demand Letter;

        The Special Committee is authorized to take any other
action, including the initiation of litigation, that the Special
Committee deems appropriate in its sole discretion, against any
director, officer, or employee of the Company based upon the
Special Committee's determination that such individual improperly
acted or failed to act with respect to the Allegations;

        Without limiting the foregoing, the Special Committee
shall recommend to the Board of Directors any other appropriate
action that the Company should take in light of the Special
Committee's conclusions regarding the Allegations as the Special
Committee deems appropriate and in the best interests of the
Company, in accordance with applicable law; and it is

    FURTHER RESOLVED, that the Special Committee shall be
authorized to determine the procedures and rules governing its
investigation, including rules governing the recusal of members of
the Special Committee in appropriate instances; and it is

    FURTHER RESOLVED, that the Special Committee is authorized to
engage such legal counsel, experts, consultants, and advisers as
the Special Committee shall deem necessary or desirable in order
to assist it in the discharge of its responsibilities; and that
any member of the Special Committee is hereby authorized,
following authorization by the Committee, on behalf of the Company
and in its name, to execute and deliver engagement letters with
such experts, consultants, and advisers; and it is

    FURTHER RESOLVED, that the Company shall pay the fees and
expenses incurred by the Special Committee in discharging its
duties, including the fees and expenses of the Special Committee's
legal counsel and other experts, consultants and advisers (if
any); and it is

    FURTHER RESOLVED, that the members of the Special Committee
shall receive a payment of $5,000 per meeting, and the Chairman of
the Special Committee shall receive a payment of $7,500 per
meeting, plus reasonable expenses in each case, and that the
Company shall fund the compensation and expenses of the members of
the Special Committee and those incurred by the Special Committee
in discharging its duties as described above; and it is

    FURTHER RESOLVED, that directors, officers, and employees of
the Company are hereby directed to cooperate fully with the
Special Committee and its advisers, including being interviewed at
the request of the Committee or its counsel, or providing the
Committee or its counsel with such business, financial and other
information regarding the Company as may be reasonably requested
by them in conjunction with the performance of their duties
hereunder; and it is

    FURTHER RESOLVED, that the Special Committee and the officers
and directors of the Company be, and they hereby are, authorized,
empowered, and directed to take any and all actions that may be
necessary or appropriate in order to carry out the purposes and
intent of the foregoing resolutions; and it is

    FURTHER RESOLVED, that, to avoid duplication in the efforts
and activities of the Special Committee and the Audit Committee of
this Board of Directors (the "Audit Committee"), the Chairman of
the Special Committee is hereby directed to coordinate with the
Audit Committee any investigations and actions being taken by the
Special Committee with respect to prospective matters (but not
with respect to any Special Committee retrospective review of
actions taken, deliberations held, or decisions made by the Audit
Committee); and it is

    FURTHER RESOLVED, that the Special Committee is directed to
report its findings and conclusions to this Board of Directors in
a manner and at such times as counsel to the Special Committee
shall determine is consistent with the independence of and charge
to the Special Committee; and it is

    FURTHER RESOLVED, that the Company shall indemnify the Special
Committee, and advance all legal fees and costs, to the extend
permitted by applicable law and the Articles of Incorporation and
Bylaws of the Company, with respect to any claims asserted against
it or its members arising out of its discharge of the duties set
forth in this resolution, including the preparation and
dissemination of its report of its independent review and
investigation.


HYNIX SEMICON.: Calls U.S. Decision on DRAM Units "Outrageous"
--------------------------------------------------------------
Hynix CEO E.J. Woo today condemned the U.S. Department of
Commerce's final decision to set punitive subsidy margins on
imports of Korean DRAMs as an "outrageous act aimed at a hidden
agenda."

"It was absolutely clear from the facts of this case that these
subsidy levels are unjustified and illegal," Mr. Woo said. "The
only possible explanation is that the DOC has decided to use this
case to pressure the Korean Government on the question of economic
restructuring."

Mr. Woo explained that "the DOC has blindly concluded that the
Korean Government must have been secretly involved in the
financial restructurings of Hynix simply because the Korean
Government still owns shares in some commercial banks. DOC wrongly
ignored testimony from numerous experts that the Korean Government
cannot control private banks' decision-making."

"The DOC seems to believe that the Korean Government wants to
maintain its bank shareholdings, and that punishing Hynix will
change the situation. That is also wrong. The government is trying
hard to find buyers for its bank shareholdings," Mr. Woo
commented.

"Today's decision further ignores the leadership role Citibank
played in the Hynix restructuring. If the DOC followed U.S. law,
it would acknowledge that Citibank and other private banks --
banks without any government ownership -- should be the benchmark
for measuring the true commercial nature of the overall
restructuring."

"Finally, the U.S. decision unfairly condemns the use of out-of-
court workouts, rather than bankruptcy. American-style bankruptcy
is not the only way to handle troubled companies." Mr. Woo
explained that "most of the world, like Korea, tries to use
creditor led workouts to avoid unnecessary bankruptcies, which
often lead to liquidation and huge economic dislocation."

"Hynix will fight to assure open trade in Korean DRAMs," Mr. Woo
concluded. "Freed from political pressure and hidden agendas, the
DOC's determination cannot survive court or World Trade
Organization scrutiny. More importantly, we are confident that the
independent and objective market evaluation of the U.S.
International Trade Commission will put an end to this case
without the need for more wasteful legal conflict."

Hynix Semiconductor Inc. of Ichon, Korea, is an industry leader in
the development, sales, marketing and distribution of high-quality
semiconductors, including DRAM, SRAM, Flash memory and system IC
devices. Hynix Semiconductor is the world's leading DRAM supplier
with thirteen semiconductor-manufacturing facilities worldwide,
and production capacity of over 300,000 wafer starts per month. In
addition, Hynix is expanding its system IC business unit with
leading technology and added deep sub-micron foundry services to
strategically broaden its overall semiconductor presence and
achieve its goal of leading the global semiconductor market. Hynix
maintains worldwide development, manufacturing, sales and
marketing facilities.


IRON MOUNTAIN: Prices Public Offering of 6-5/8% Sr. Sub. Notes
--------------------------------------------------------------
Iron Mountain Incorporated (NYSE: IRM), the global leader in
records and information management services, has priced an
underwritten public offering of $150 million in aggregate
principal amount of 6-5/8% Senior Subordinated Notes due 2016.
The notes will be sold at 100% of par.  The net proceeds to the
Company are expected to be $147.5 million, after paying the
underwriters' discounts and commissions and estimated expenses,
and will be used to redeem all or a portion of the outstanding
8-1/8% Senior Notes due 2008 of its subsidiary, Iron Mountain
Canada Corporation, which the Company has guaranteed on a senior
subordinated basis, and for general corporate purposes, including
the possible repayment of other indebtedness and possible future
acquisitions and investments.  The closing of the offering is
expected to occur on June 20, 2003 and is subject to customary
closing conditions.

Bear, Stearns & Co. Inc. is the sole book-running manager for the
offering.  J.P. Morgan Securities Inc. and Lehman Brothers Inc.
are co-managers for the offering.

Iron Mountain Incorporated is making the offering by means of a
shelf registration statement previously declared effective by the
Securities and Exchange Commission.  Copies of the final
Prospectus Supplement and Prospectus for the offering may be
obtained from the underwriters.

Iron Mountain Incorporated is the world's trusted partner for
outsourced records and information management services.  Founded
in 1951, the Company has grown to service more than 150,000
customer accounts throughout the United States, Canada, Europe and
Latin America. Iron Mountain offers records management services
for both physical and digital media, disaster recovery support
services and consulting services -- services that help businesses
save money and manage risks associated with legal and regulatory
compliance, protection of vital information, and business
continuity challenges. For more information, visit
http://www.ironmountain.com

As previously reported, Standard & Poor's Ratings Services
assigned its 'B' rating to Iron Mountain Inc.'s $100 million
senior subordinated notes due 2015, a rule 415 shelf drawdown.
Standard & Poor's also affirmed its 'BB-' corporate credit rating
on the company. The outlook is stable.


KAISER ALUMINUM: Wants to Expand Richards Layton's Engagement
-------------------------------------------------------------
Kaiser Aluminum Corporation, and its debtor-affiliates want to
extend Richards, Layton & Finger's engagement as the local
bankruptcy co-counsel to the nine Debtors that filed for Chapter
11 protection in January 2003.  The law firm has extensive
experience and knowledge in the field of debtors' and creditors'
rights and business reorganizations under Chapter 11 of the
Bankruptcy Code.

The Debtors also considered the firm's current engagement with the
other debtor entities as well as its expertise, experience and
knowledge practicing before the Delaware Bankruptcy Court, its
proximity to the Court, and its ability to respond quickly to
emergency hearings and other emergency matters in the Court.

In support of the Debtors' application, Daniel J. DeFranceschi, a
director at Richards, Layton & Finger, discloses that the firm has
represented these parties-in-interest or their affiliates in
unrelated matters:

   -- John D. Roach, one of the Debtors' current directors, with
      regard to the firm's representation of a special committee
      of directors of Morrison Knudsen Corporation as a committee
      member before he resigned as a Morrison director in
      February 2002;

   -- Deloitte & Touche, one of the Debtors' professionals, with
      respect to corporate, tax, election law, and litigation
      matters, including a current representation defending
      Deloitte against a motion to disgorge and deny compensation
      in the GST Telecom bankruptcy case in this Court;

   -- Merrill Lynch, a member of the official committee of
      unsecured creditors, and Merrill Lynch Capital, one of the
      Debtors' postpetition lenders, with regard to real estate,
      corporate, litigation and trust matters;

   -- State Street, a member of the Committee, with respect to
      corporate trust matters;

   -- Trust Company of the West, a member of the Committee with
      respect to corporate and trust matters;

   -- US Bank, a member of the Committee, with respect to
      corporate trust matters;

   -- Brobeck, Phleger & Harrison, former co-counsel to the
      official committee of retired employees with respect to
      corporate matters;

   -- Jaspan Schlesinger Hoffman, co-counsel to the Retirees'
      Committee, with respect to corporate matters;

   -- Cozen O'Connor, co-counsel to the Retirees' Committee with
      respect to issues with the Delaware Board of Bar Examiners;

   -- The CIT Group/Business Credit, one of the Debtors'
      postpetition lenders, with respect to bankruptcy, real
      estate, tax and corporate matters;

   -- Foothill Capital Corporation, one of the Debtors'
      postpetition lenders, with respect to bankruptcy matters;

   -- General Electric Capital Corporation, one of the Debtors'
      postpetition lenders, and a creditor asserting a security
      interest against the Debtors or their affiliates, with
      respect to bankruptcy, corporate, litigation and tax
      matters;

   -- Provident Bank, one of the Debtors' postpetition lenders
      with respect to corporate and corporate trust matters;

   -- Morris, James, Hitchens & Williams, LLP, a law firm
      representing claimants in the Alphonse adversary
      proceeding, in a litigation matter;

   -- HSBC Bank USA, one of the New Debtors' largest unsecured
      creditors, as a member of the official committee of
      unsecured creditors in the Metrocall bankruptcy, and with
      respect to insurance regulatory matters;

   -- Vanguard Windsor Funds, one of the Debtors' minority
      stockholders, with respect to corporate trust matters;

   -- MCC Realty, one of the Debtors' professionals, with respect
      to corporate matters;

   -- Bank One Investment Management Group, one of the members of
      the Committee, with respect to corporate, real estate, and
      bankruptcy matters;

   -- GMAC Commercial Credit, one of the Debtors' postpetition
      lenders, with respect to corporate matters;

   -- PNC Business Credit, one of the Debtors' postpetition
      lenders with respect to corporate trust, estate
      administration;

   -- Ondco Nalco Canada Co., one of the New Debtors largest
      unsecured creditors, with respect to corporate and
      litigation matters;

   -- Westburne Ruddy Electrical, one of the New Debtors' largest
      unsecured creditors, with respect to corporate matters; and

   -- Weston Forest Corporation, one of the New Debtors' largest
      unsecured creditors with respect to corporate matters.
      (Kaiser Bankruptcy News, Issue No. 28; Bankruptcy Creditors'
      Service, Inc., 609/392-0900)

Kaiser Aluminum & Chemicals' 12.75% bonds due 2003 (KLU03USR1) are
trading at about 6 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=KLU03USR1for
real-time bond pricing.


KMART CORP: Pacific Exchange to Trade Options on Kmart Holding
--------------------------------------------------------------
The Pacific Exchange will begin trading options on Kmart Holding
Corp. (Nasdaq: KMRT; PCX: KTQ) on Wednesday, June 18, 2003.

Kmart Holding options will trade on the March expiration cycle
with exercise limits set at 13,500 contracts.  The issue will be
traded by lead market makers David Yakaitis and Geoffrey M.
Tennican of Headwaters Capital.


LAKE TROP LLC: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Lake Trop, L.L.C.
        303 East Harmon Avenue
        Las Vegas, Nevada 89109

Bankruptcy Case No.: 03-16932

Chapter 11 Petition Date: June 4, 2003

Court: District of Nevada (Las Vegas)

Judge: Robert C. Jones

Debtor's Counsel: David M. Crosby, Esq.
                  Crosby & Nordstrom
                  711 South 8th Street
                  Las Vegas, Nevada 89101
                  Tel: 702-382-1007

                        and

                  Gregory L. Wilde, Esq.
                  Graham Wilde Harker & Boggers
                  208 South Jones Blvd
                  Las Vegas, NV 89107
                  Tel: 775-258 8200

Total Assets: $14,800,000

Total Debts: $8,000,278


LARRY'S STANDARD: Look for Schedules & Statement by July 3
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas gave
Larry's Standard Brand Shoed, Inc., an extension to file its
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 Debtor has until
July 3, 2003, to file its Schedules of Assets and Liabilities and
Statement of Financial Affairs.

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.


LB COMM'L: Fitch Affirms 6 Note Ratings at Low-B & Junk Levels
--------------------------------------------------------------
LB Commercial Mortgage Trust's commercial mortgage pass-through
certificates, series 1998-C1 are affirmed by Fitch Ratings as
follows: $88.6 million class A-1, $308 million class A-2, $642.3
million class A-3 and interest only class IO at 'AAA'; $86.4
million class B at 'AA'; $86.4 million class C at 'A'; $90.7
million class D at 'BBB'; and $34.6 million class E at 'BBB-'.
Fitch also affirms the following classes: $51.8 million class F at
'BB+'; $34.6 million class G at 'BB'; $17.3 million class H at
'BB-'; $43.2 million class J at 'B'; $17.3 million class K at
'B-'; and $12.3 million class L at 'CCC'. The rating affirmations
follow Fitch's annual review of the transaction which closed in
March 1998.

The rating affirmations are the result of the overall steady
performance of the mortgage pool since issuance. GMAC Commercial
Mortgage Corp., as master servicer, collected 46% of year-end 2002
operating statements by outstanding loan balance. The weighted
average debt service coverage ratio for those loans increased
slightly to 1.53 times compared to 1.49x at YE 2001 and 1.35x at
issuance.

As of the May 2002 distribution date, the collateral balance has
been reduced by 11.4%, to $1.53 billion from $1.73 billion at
issuance. Twenty-two loans have paid off, bringing the number of
loans to 237 from 259 at issuance. The deal benefits from being
diverse both geographically and by loan size with the five largest
loans comprising only 11% of the pool.

There are four loans, representing 1.7% of the deal, in special
servicing. The largest of these loans, Tilghman Square (1%), is
secured by a 233,592 square foot retail center located in
Whitehall, PA. The property transferred to the special servicer in
March 2003 because the largest tenant vacated bringing the
occupancy to 66%. The borrower is in negotiations with two tenants
to fill this space and bring the occupancy to 81%. The loan is
currently 60 days delinquent. The second largest loan, Piedmont
Corporate Center (0.36%), is secured by a 71,550 square foot
office property located in Phoenix, AZ. The property transferred
to the special servicer in November 2002 because the buildings
sole tenant, Motorola, vacated. The third loan, I-Drive Shopping
Center (0.14%), is secured by a retail property located in
Orlando, Florida. The loan transferred to the special servicer
because of poor management resulting in occupancy problems. The
loan is currently 90 days delinquent. The fourth loan, One
Pavillion Avenue (0.14%), is secured by an industrial property
located in Riverside, New Jersey. The loan transferred to special
servicing after the largest tenant vacated. The borrower
transferred the property to GMACCM via a deed in lieu. Fitch
anticipates a loss of approximately $2.2 million on this loan. In
addition, a $14.3 million loss was realized in May 2003.

Fitch liquidated three specially serviced loans in a scenario that
resulted in $4.9 million in losses. Despite the estimated future
and actual realized losses to date, the resulting subordination
levels were sufficient to affirm the current ratings. Fitch will
continue to monitor the deal as surveillance is ongoing.


MAGELLAN HEALTH: Committee Turns to Houlihan Lokey for Advice
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Magellan Health
Services, Inc., and its debtor-affiliates, seek the Court's
authority to retain Houlihan Lokey Howard & Zukin Capital as its
financial advisor nunc pro tunc to March 17, 2003.

Committee Chairperson Dave Gillespie tells the Court that there is
pressing need to retain a financial advisor to assist the
Committee in the critical tasks associated with analyzing and
implementing critical restructuring alternatives, and to help
guide the Committee through the Debtors' reorganization efforts.

Houlihan Lokey is a nationally recognized investment
banking/financial advisory firm with nine offices across the U.S.
and Europe, and more than 500 employees.  Houlihan Lokey provides
investment banking and financial advisory services and execution
capabilities in a variety of areas, including financial
restructuring, where Houlihan Lokey is one of the leading
investment bankers and advisors to debtors, bondholder groups,
secured and unsecured creditors, acquirors, and other parties-in-
interest involved in financially distressed companies, both in and
outside of bankruptcy.

Mr. Gillespie relates that Houlihan Lokey's Financial
Restructuring Group, which has over 90 professionals dedicated to
the engagements, will be providing the agreed financial advisory
services to the Committee.  Houlihan Lokey has served as a
financial advisor in some of the largest and most complex
restructuring matters in the United States, including serving as
the financial advisor to the debtors in the Chapter 11 proceedings
of XO Communications, Inc., NII Holdings, Inc., Covad
Communications, Inc. and AmeriServe Food Distribution, Inc., and
as the financial advisor to the official creditors' committees in
the Chapter 11 proceedings of Enron Corporation, Williams
Communications Group, Inc., Laidlaw, Inc., and The Loewen Group,
Inc.  In addition, Houlihan Lokey has provided financial advisory
and investment banking services to over 250 healthcare companies
and their creditors throughout the world, including Advocat,
Inc.; Allegheny Health Education & Research Foundation; Allegheny
Health Hospital; American Pharmaceutical Services; Dade Behring,
Inc.; Genesis Health Ventures, Inc.; Mariner Health Group, Inc.;
Mediq/PRN Life Support Services Inc.; Neuromedical Systems Inc.;
and Sun Healthcare Group Inc.

As the financial advisor to the Committee, Houlihan Lokey will be:

    1. evaluating the Debtors' assets and liabilities;

    2. analyzing and reviewing the Debtors' financial and
       operating statements;

    3. analyzing the Debtors' business plans and forecasts;

    4. evaluating all aspects of the Debtors' financing, cash
       collateral usage and adequate protection, and any exit
       financing in connection with any plan of reorganization and
       any related budgets;

    5. providing specific valuation or other financial analyses as
       the Committee may require in connection with these cases;

    6. helping with the claim resolution process and
       distributions;

    7. assessing the financial issues and options concerning the
       Debtors' plan of reorganization or any other plans of
       reorganization;

    8. preparing analysis and explanation of the Plan to various
       constituencies; and

    9. providing testimony in court on the Committee's behalf, if
       necessary.

Mr. Gillespie relates that Houlihan Lokey has been providing
critical services to the Committee, including reviewing extensive
operating information, meeting with the Debtors' management,
analyzing various issues confronting the Debtors and communicating
with the Committee regarding these matters since March 17, 2003.

Houlihan Lokey will be entitled to receive, as compensation for
its services:

    1. a $200,000 Monthly Fee; and

    2. after the consummation of a Transaction, an additional fee
       equal to 0.75% of the Unsecured Recoveries.

The Transaction Fee will be paid in the same consideration
received by holders of general unsecured claims against the
Company, or at the Committee's option and with the Company's
consent, in cash.  The Transaction Fee will be paid after the
consummation of a Transaction, whether the consummation occurs:

    1. during the term of the Official Committee Engagement
       Letter; or

    2. following a Transaction that is agreed to within 12 months
       of the effective date of the termination of the Official
       Committee Engagement Letter.

Houlihan Lokey will also be reimbursed of all reasonable out-of-
pocket expenses.

The Engagement Letter also provides that the Debtors will
indemnify and hold Houlihan Lokey harmless against any and all
losses, claims, damages or liabilities in connection with the
engagement, except to the extent they arise as a result of any
gross negligence, willful misconduct, bad faith or self-dealing on
Houlihan Lokey's part in the performance of its services.

Houlihan Lokey Director Saul E. Burian assures the Court that the
Firm does not represent any of the Debtors' creditors or other
parties to this proceeding, or their attorneys or accountants, in
any matter, which is adverse to the interests of any of the
Debtors.  In addition, Houlihan Lokey is a "disinterested person"
as defined in Section 101(14) of the Bankruptcy Code.  Moreover,
Houlihan Lokey does not hold any interest adverse to any of the
Debtors or their estates in the matters on which the Firm is to be
engaged.  However, Mr. Burian discloses that Houlihan Lokey has
provided services in unrelated matters to Aetna Casualty & Surety
Company, Alston & Byrd, AT&T Capital Corporation, Buchalter Nemer
Fields Chrystie, Charles Schwab Corporation, Charter
Medical/Magellan Health, Colonial, Community Health Affiliates,
Community Health Network Medical Group, Cypress Land Company, Dow
Lohnes & Albertson Pllc, Fleet Bank Consulting, Fleet Capital
Corporation, Fulbright & Jaworski, Goldman Sachs & Company,
Greenberg Glusker Fields Claman, Hogan & Hartson, Hughes & Luce,
1st Capital Management, Internal Revenue Service, Latham &
Watkins, Lazard Freres, Littler Mendelson, Magellan Health
Services Inc., Merrill Lynch & Company, Metropolitan Life
Insurance Co., Nipponcredit/Morgan Stanley, Northern Trust,
Northern Trust Bank Litigation, Oppenheimer, Prudential Insurance
Company, Putnam Lovell Capital, Qwest Communications Int'l Inc.,
RTC/First Boston, The Columbia House Company, TOPA/Wells Fargo,
Trizec Corporation Ltd., Vivra Inc., and Wells Fargo Bank.

Prior to the Petition Date, Houlihan Lokey was retained pursuant
to an engagement letter dated as of October 8, 2002 by an Ad Hoc
Committee of Holders of the Debtors' Senior Notes and Senior
Subordinated Notes.  Mr. Gillespie informs the Court that the
Debtors paid a total of $900,000 in Monthly Fees and $62,193.09 in
reimbursement of out-of-pocket expenses to Houlihan Lokey, for
providing services pursuant to the Ad Hoc Committee Engagement
Letter.

                        *     *     *

Judge Beatty authorizes the Committee to retain Houlihan Lokey
nunc pro tunc to March 17, 2003.  The Debtors are directed to
indemnify and hold harmless Houlihan Lokey and its affiliates, and
their past, present and future directors, officers, shareholders,
employees, agents and controlling persons within the meaning of
either Section 15 of the Securities Act of 1933, as amended, or
Section 20 of the Securities Exchange Act of 1934, as amended,
pursuant to the Official Committee Engagement Letter and subject
to these conditions:

    a) all requests of Indemnified Persons for payment of
       indemnity, contribution or otherwise pursuant to the
       Indemnification and Official Committee Engagement Letter
       will be made by means of an Interim and Final Fee
       Application and will be subject to the approval of, and
       review by, the Court to ensure that payment conforms to the
       terms of the Indemnification, the Bankruptcy Code, the
       Bankruptcy Rules, the Local Bankruptcy Rules, and the
       orders of this Court, and is reasonable based on the
       circumstances of the litigation or settlement in respect of
       which the indemnity is sought, provided, however, that in
       no event will an Indemnified Person be indemnified or
       receive contribution in the case of bad-faith, self-
       dealing, breach of fiduciary duty, if any, gross negligence
       or willful misconduct on the part of that or any other
       Indemnified Person; and

    b) in no event will an Indemnified Person be indemnified or
       receive contribution or other payment under the
       Indemnification if the Debtors, their estates, or the
       Committee asserts a claim for, and the Court determines by
       final order that such claim arose out of, bad faith, self
       dealing, breach of fiduciary duty, if any, gross
       negligence, or willful misconduct on the part of that or
       any other Indemnified Person; and

    c) in the event an Indemnified Person seeks reimbursement for
       attorneys' fees from the Debtors, the invoices and
       supporting time records from the attorneys will be annexed
       to Houlihan Lokey's own Interim and Final Fee Applications,
       and these invoices and time records will be subject to the
       U.S. Trustee's guidelines for compensation and
       reimbursement of expenses and the approval of the
       Bankruptcy Court under the standards of Section 330 of the
       Bankruptcy Code without regard to whether such attorney has
       been retained under Section 327 of the Bankruptcy Code.
       (Magellan Bankruptcy News, Issue No. 9: Bankruptcy
       Creditors' Service, Inc., 609/392-0900)


MANITOWOC CO.: Will Present at Deutsche Bank Conference Today
-------------------------------------------------------------
The Manitowoc Company, Inc. (NYSE: MTW) will participate in the
Deutsche Bank Seventh Annual European High Yield and Credit
Products Conference, which will be held at the Royal Lancaster
Hotel in London, England, on June 19. Carl Laurino, treasurer, is
scheduled to present an update on the company's strategy and
growth initiatives at 3:15 p.m., local time, that afternoon.

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

                         *    *    *

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

At the same time, the double-'B' corporate credit rating was
affirmed on the Manitowoc, Wisconsin-based company. In addition,
the rating was removed from CreditWatch where it was originally
placed on March 19, 2002, following the company's announcement
of the acquisition of Grove Investors Inc. The outlook is
negative.


MARYLEBONE ROAD: Class A-3 Notes Rating Dives Down to Junk Level
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Marylebone Road CBO 2 Ltd.'s class A-1, A-2, and A-3 tranches of
credit-linked notes due 2011, and removed them from CreditWatch
where they were placed June 13, 2003.

The rating action follows six declared credit events, final
valuations of those defaulted obligations, recoveries that have
trended below assumptions made at closing, and further
deterioration of credit quality that has occurred in the
underlying $1.5 billion reference portfolio.

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

        RATINGS LOWERED AND REMOVED FROM CREDITWATCH

                Marylebone Road CBO 2 Ltd.
                Class             Rating
                    To                From
        A-1         AA+               AAA/Watch Neg
        A-2         BBB+              A/Watch Neg
        A-3         CCC+              BB-/Watch Neg


MCSI INC: Has Until July 3, 2003 to File Schedules & Statements
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland gave MCSi,
Inc., and its debtor-affiliates an extension 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 3, 2003 to file these documents.

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.


MONET GROUP: Administrator Readies 4.35% Interim Distribution
-------------------------------------------------------------
Larry Winslow, the Unsecured Claims Administrator of the
bankruptcy estate of M Group, Inc., acting pursuant to the
confirmed First Amended Plan of Liquidation of M Group, Inc. a/k/a
The Monet Group, Inc., TMGH, Inc., f/k/a The Monet Group Holdings,
INc., and M Sales Corp. f/k/a Monet Sales Corp., is ready to make
a 4.35% first interim distribution to unsecured creditors.

Monet filed for chapter 11 protection on May 11, 2000 (Bankr. Del.
Case No. 00-1936 (JKF)).  In July 2000, substantially all of the
Debtors' assets were sold to L-M Acquisition Corp.  The estates
were substantively consolidated, and the Plan was confirmed on
October 2, 2001.  Since his appointment as Unsecured Claims
Administrator under the Plan, Mr. Winslow has objected to claims,
sold real property located in Providence, Rhode Island, instituted
avoidance actions, and supervised the wind-down process.  All but
two claim objections have been resolved and 90% of the Avoidance
Actions have been settled or dismissed.

In a Motion filed with the Bankruptcy Court, Mr. Winslow asks
Judge Fitzgerald to approve a laundry list of items before the
distribution is made.  The critical item is a settlement of CB
Capital's $16.2 million secured claim, which Mr. Winslow has
wanted to recharacterize as an equity contribution.  Negotiations
culminated in CB's agreement to allowance of a $7 million
unsecured claim and a 3.00% first interim distribution on account
of that compromised claim.

Mr. Winslow relates that the distribution to unsecured creditors
will, after appropriate reserves, total about $1 million.

Bradford J. Sandler, Esq., at Adelman Lavine Gold and Levin
represents Mr. Winslow.


MOONEY AEROSPACE: Reaches Restructuring Pact with Noteholders
-------------------------------------------------------------
Mooney Aerospace Group, Ltd (OTCBB:MASGE) has reached agreement
and implemented a restructuring plan with all of its convertible
note holders to waive all outstanding defaults and set fixed note
conversion prices. The floating conversion features have been
removed. In connection with the restructuring, the Company has
received more than $5,000,000 of new funding.

The conversion price for the holders of secured notes is half of
the conversion price set for holders of unsecured convertible
notes and the holders of preferred stock. All of the convertible
note holders have waived all prior defaults, including all accrued
damages, and have also agreed to cancel all outstanding warrants
held by them. In addition, the unsecured note holders have
extended the maturity date of their notes by three years to June
2006. The interest rate on the notes has been reduced from 8% to
3%, which will result in substantial savings to the Company.

J. Nelson Happy, President of Mooney Aerospace Group, Ltd, stated:
"We are pleased to have this restructuring behind us, and
gratified by the confidence shown by our investors, both old and
new, by taking this step. We believe that this restructuring will
go a long way to insure the company's future by helping to clean
up its capital structure. Not many companies get a second chance
from their investors like the one we have just received, and we
hope to make the most of this opportunity for the Company and its
shareholders." The Company will file a Form 8-K detailing the
transaction.

Mooney Aerospace Group, Ltd. is a general aviation holding company
that owns Mooney Airplane Co., located in Kerrville, Texas. Mooney
currently sells three models: the highest-performing four-place
single-engine piston-powered aircraft, the Bravo DX; and its
stablemates, the highly rated Ovation2 DX and the economical
Ovation. Mooney is celebrating its 50th anniversary in Kerrville,
Texas, this year, where it has manufactured more than 10,000
aircraft, which have been delivered worldwide. Complete
information about Mooney aircraft is available at
http://www.Mooney.com


NATIONAL AUDIT: Case Summary & 16 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: National Audit Defense Network
        4330 S. Valley View Blvd.
        Suite 114
        Las Vegas, Nevada 89103

Bankruptcy Case No.: 03-17306

Type of Business: The Debtor provides tax strategy and audit
                  defenses to taxpayers.

Chapter 11 Petition Date: June 11, 2003

Court: District of Nevada (Las Vegas)

Judge: Robert C. Jones

Debtor's Counsel: Jeffrey I. Shaner, Esq.
                  Jeffrey Ian Shaner, Ltd.
                  715 S 6th Street
                  Las Vegas, NV 89101
                  Tel: (702)382-2560

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $1 Million to $10 Million

Debtor's 16 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Internal Revenue Service    941 Taxes               $1,300,000
4250 W. Oakey
Las Vegas, NV 89102

Securities and Exchange                             $1,000,000
Commission
c/o Kenneth M. Horjus, Esq.
4095 Embassy Dr. SE Ste. A
Grand Rapids MI 49546

Infinity Corporation        Business debt             $700,000
c/o Worthington, Moore      BK-S-001573
et al.
850 S. State Street,
Suite 5
Dover, DE 19901

Paysystems Corp.            Business debt             $400,000
2075 University Avenue      BK-S-001573
Montreal Quebec, Canada
H3A-2L1

Galt Industries                                       $164,000

Emmis Broadcasting          Business debt-BK-S-001573 $140,000

Great America Leasing                                 $134,000

Szabo                                                 $103,000

IOS Leasing                                           $100,000

State of Nevada                                        $83,000

AT&T One Net                                           $73,000

Republic Leasing            Business debt-BK-S-001573  $55,000

Zenith Development                                     $51,000

Clear Channel                                          $45,000

Nextel Communications                                  $42,000

CCH                                                    $41,000


NATIONAL CENTURY: Wants to Pay $35,000 Dickenson Break-Up Fee
-------------------------------------------------------------
In the event Dickenson County IDA is not the successful bidder for
the Dickenson Hospital, National Century Financial Enterprises,
Inc., and its debtor-affiliates propose to pay a $35,500 break-up
fee to Dickenson County.

Dickenson County IDA is entitled to the Break-Up Fee if it is not
in breach of the Sale Agreement and the Debtors close the
Dickenson Hospital sale to a party other than Dickenson County IDA
within six months after the date on which the order approving the
sale becomes final and non-appealable.

The provision of reasonable break-up fees and similar bid
protections is customary to compensate a bidder for costs,
including lost opportunity costs, incurred due to its willingness
to enter into an asset purchase agreement and accept the role as
the leading bidder.

Approval of the Break-Up Fee is warranted for these reasons:

    (1) The Break-Up Fee, which is 2% of the Purchase Price, is an
        amount that correlates with maximization of value to the
        NPF X estate, insofar as the fee was required to obtain
        the Buyer's entry into the agreement;

    (2) The underlying Sale Agreement represents an arm's-length
        transaction between NPF X and the Buyer;

    (3) The Debtors have been advised that their creditor
        constituencies do not oppose the Break-Up Fee;

    (4) The Break-Up Fee is 2% of the Purchase Price, which is a
        fair and reasonable percentage that is well within the
        range of percentage break-up fees approved in other cases;

    (5) The Break-Up Fee is not substantial enough that it will
        have a "chilling effect" on other buyers; and

    (6) Reasonable safeguards for the estates are provided under
        the Sale Agreement and the Competitive Bidding Procedures.
        (National Century Bankruptcy News, Issue No. 18;
        Bankruptcy Creditors' Service, Inc., 609/392-0900)


NATIONSRENT: Judge Walsh Approves Banc of America Financing Pact
----------------------------------------------------------------
U.S. Bankruptcy Court Judge Walsh approves NationsRent Inc., and
its debtor-affiliates' financing agreement with Banc of America.

The Debtors and BofA are parties to various leasing and financing
arrangements within which the Debtors regularly obtain equipment
for their rental fleet.

                         *     *     *

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

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

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

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

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

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

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

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

     -- on the occurrence of an event of default:

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

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

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

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

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

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

The lessors will have no further claims.

On the Effective Date, each party will also fully release the
other from any and all causes of action, liabilities and
obligations under the Prepetition Agreements.  The Debtors also
release any avoidance claims against the lessors.  They will also
dismiss the adversary proceeding with prejudice. (NationsRent
Bankruptcy News, Issue No. 33; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


NAVISITE INC: Third Quarter 2003 Net Loss Narrows to $11 Million
----------------------------------------------------------------
NaviSite, Inc (NASDAQ: NAVI), a leading provider of Managed
Application, Messaging and Infrastructure Services, announced
continued progress towards profitability during the third quarter
of its fiscal year. The company reported revenue increasing to
$15.9 million and a lowered run-rate EBITDA loss for the third
consecutive quarter. NaviSite also reported significant progress
in the integration of the Conxion and Interliant businesses it has
purchased. As of June 16, 2003, all of the former customers of
Conxion Corporation have been deployed on a single NaviSite
platform, resulting in increased operational efficiency while
maintaining the high quality of service for which NaviSite is
known.

Further, on June 3, 2003, NaviSite launched the first product in
its flagship "A-Services" product set. The Collaborative
Application Management Platform is the cornerstone of the new
product portfolio and the launch has been well received by the
market.

"Tier 1 Research has long been a believer that behind any
successful MSP will be a platform for controlling, scaling, and
automating the delivery of infrastructure and application
services. NaviSite's CAM enables mid-tier SIs, that do not have
these resources, to better compete with the likes of IBM or EDS,
by leveraging NaviSite's platform to extend its service offering
and capabilities," said Andrew Schroepfer, president of Tier 1
Research.

               Third Quarter Financial Results

For the third quarter of fiscal 2003, consolidated revenues were
$15.9 million. This compares to revenues of $14.8 million for the
second quarter fiscal 2003. Gross margin profitability increased
in the third quarter to 14%, compared to 12% in the second
quarter.

In the third quarter, NaviSite posted a net loss of $11.0 million.
This compares with a net loss of $19.8 million for the second
quarter ended January 31, 2003. For the third quarter, EBITDA loss
was $6.0 million compared with an EBITDA loss of $3.5 million in
the second quarter fiscal 2003. Included in third quarter EBITDA
were non-run rate expenses of $5.2 million: $3.8 million resulting
from the costs of impaired leased facilities, $0.9 million write-
down of assets held for sale and $0.9 million in severance costs,
partially offset by $0.7 million in one-time settlements. Included
in the second quarter EBITDA were non-run rate expenses of $2.5
million related to impairment of leases. Net of these non-
recurring events, run-rate EBITDA loss for the third quarter was $
0.8 million compared with a run-rate EBITDA loss of $1.0 million
in the second quarter.

As of April 30, 2003, NaviSite had $7.3 million in available cash
as compared with $11.2 million on January 31, 2003.

As disclosed in documents filed with the SEC on Tuesday, June 17,
2003, NaviSite repaid approximately $3.9 million of a outstanding
$45.0 million note payable to ClearBlue Technologies, Inc. (CBT)
and its affiliates with receivables due NaviSite by CBT. The
approximately $3.9 million repaid by NaviSite consisted of $1.9
million of intercompany amounts due NaviSite by CBT and an
additional $2.0 million CBT note payable to NaviSite.
Additionally, CBT has sent written notice that it has elected to
convert the remaining $41.2 million debt into 10,571,263 shares of
NaviSite common stock effective as of June 19, 2003.

               Senior Management Appointments

During this past quarter, NaviSite has continued to aggressively
pursue its corporate strategy on several fronts. In an effort to
further bolster the senior management team, NaviSite announced the
appointment of Arthur Becker as CEO in February 2003, replacing
Trish Gilligan. In April, Jim Pluntze, NaviSite's former audit
committee chair, was appointed to the role of CFO replacing Kevin
Lo. Gabriel Ruhan, a current member of the board, was appointed to
the position of COO, also replacing Kevin Lo. All three of these
appointments bring excellent management skill and a strong
commitment to the long-term future of NaviSite.

In April, concurrent with the departure of Jim Pluntze from the
board, NaviSite added Larry Schwartz, senior vice president of
operations and chief restructuring officer for the estate of
Genuity, Inc., to its Board of Directors.

                    Acquisition Activities

In February 2003, NaviSite completed the acquisition of Avasta,
Inc., a leading provider of managed application services. Avasta
brings managed application expertise, a strong channel and loyal
customer base in the mid-market to the NaviSite portfolio. In
April 2003, NaviSite completed the acquisition of Conxion
Corporation, a Silicon Valley-based managed services provider.
Conxion provides software distribution services and security
expertise for mid-market enterprise customers. In May 2003,
NaviSite was the prevailing bidder for certain assets and
liabilities of Interliant, Inc., a managed infrastructure
solutions provider headquartered in Purchase, New York. Interliant
specializes in managing corporate email, messaging and
collaboration applications, and IT infrastructure for more than
300 customers.  Each of these acquisitions brings assets, talent
and a mature customer base complimentary to the NaviSite business
and enhance its market position.

Currently, NaviSite employs 450 individuals who help deliver a
spectrum of infrastructure, application and messaging services in
over 17 locations in 15 cities within the United States and the
United Kingdom.

"We are building our company to be a reliable, every day
dependable provider of outsourced business processes," said Arthur
Becker, CEO of NaviSite. "By integrating our recent acquisitions,
we continue our evolution into a viable outsourcing solution. We
have the people, the technological process and capability, the
expertise, and the experience to provide a collection of Internet-
based services from basic colocation to complex application
management. With over 500 customers on a nationwide footprint and
third quarter revenues reaching nearly $16 million, we intend to
be the leader in our field and provide a complete suite of
outsourced solutions for the Fortune 2000 enterprise customer."

                      Product Update

In June 2003, NaviSite announced the introduction of a new
Collaborative Applications Management platform as part of a new
line of managed service offerings called NaviSite A-Services(SM),
which will continue to roll out during the summer of 2003.
Consistent with the stated strategy to go to market with a
targeted set of system integrators and independent software
vendors, CAM specifically enables mid-tier SIs to expand their
offerings to include ongoing application management services by
leveraging NaviSite's investment in technology and processes. This
will allow these SIs to effectively compete with major outsourcing
providers for mid-market customers.

"Our mission, to provide an adaptable set of Application and
Infrastructure Management Services for mid-sized enterprises, is
driving every decision we've made," said Gabriel Ruhan, COO of
NaviSite. "We will continue to focus our efforts toward the
'sweet-spot' in the mid-market. Our customers like dealing with us
primarily because we do what they need and do it well. They also
like working with us because we relate to them. In the mid-market,
many customers are seeking alternatives to the behemoth and
impersonal outsourcing factories. They work with us because we
listen to what they need and then do everything in our power to
deliver it and more."

"For the third consecutive quarter, NaviSite has made strides in
its progress to profitability by increasing revenue while reducing
our run-rate EBITDA loss," said Jim Pluntze, CFO of NaviSite.
"Through increased fiscal diligence and by leveraging the
operational efficiency that NaviSite is known for, we have been
able to successfully integrate the benefits of our recent Conxion
and Interliant acquisitions."

Founded in 1997, NaviSite, Inc, (NASDAQ: NAVI) is a leading
provider of application, messaging and infrastructure management
services. Selling to more than 500 customers consisting of mid-
market enterprises, divisions of large multinational companies,
and government agencies, NaviSite offers three distinct product
lines: A-Services, an advanced portfolio of application
management, development, and hosting services; and I-Services, a
set of infrastructure services consisting of colocation hosting,
bandwidth, and content and software delivery, and M-Services, a
suite of outsourced and managed messaging applications built on
Lotus Domino, and Microsoft Outlook. Headquartered in Andover, MA,
NaviSite has offices in Silicon Valley, Virginia and New York and
also owns or operates 17 data centers throughout the US and UK.
For more information, visit http://www.NaviSite.com

NaviSite is headquartered at 400 Minuteman Road, Andover, MA
01810, USA.

                        *    *    *

           Liquidity and Going Concern Uncertainty

As of January 31, 2003, the Company had approximately $11.2
million of cash and cash equivalents, working capital of $2.9
million and had incurred losses since inception resulting in an
accumulated deficit of $366.9 million.  NaviSite's operations
prior to September 11, 2002 had been funded primarily by CMGI
through the issuance of common stock, preferred stock and
convertible debt to strategic investors, the Company's initial
public offering during fiscal 2000 and related exercise of an
over-allotment option by the underwriters in November 1999. Prior
to the acquisition by NaviSite of CBTM on December 31, 2002, CBTM
had been funded primarily by its parent company, ClearBlue,
through various private investors. For the year ended July 31,
2002, consolidated cash flows used for operating activities
totaled $27 million and for the six months ended January 31, 2003
and 2002 consolidated cash flows used for operating activities
totaled $5.1 million and $16.5 million, respectively.

During the six months ended January 31, 2003, the Company's cash
and cash equivalents decreased by approximately $10.6 million.
Included in this change was approximately $6.8 million in net cash
expenditures that are non-recurring in nature. The $6.8 million in
net non-recurring expenditures consists predominantly of: 1) a
$3.2 million payment to CMGI for the settlement of intercompany
balances reached in fiscal year 2002; 2) a $2.0 million purchase
of a debt interest in Interliant, Inc.; 3) a $1.3 million interest
payment to ClearBlue related to the $65 million of convertible
notes then outstanding (see note 8 for ClearBlue waiver of
interest from December 12, 2002 through December 31, 2003); 4) a
$770,000 payment to purchase directors and officer's insurance for
periods prior to September 11, 2002; 5) a $775,000 unsecured loan
to ClearBlue for payroll related costs; 6) $1.3 million in
severance payments; 7) a $600,000 settlement payment with Level 3,
Inc.; 8) a $490,000 prepayment of directors' and officers'
insurance; 9) $403,000 in bonuses related to fiscal year 2002 and
10) a $100,000 payment on behalf of ClearBlue for legal costs;
partially offset by: 1) $2.5 million in customer receipts; 2) a
$1.0 million receipt from Engage Technologies, Inc. related to a
fiscal year 2002 settlement; and 3) a $637,000 reduction in
restricted cash due to the decrease in our line of credit.

The Company currently anticipates that its available cash at
January 31, 2003 combined with the additional funds available, at
Atlantic's sole discretion, under the Loan and Security Agreement
between NaviSite and Atlantic, (approximately $5.3 million at
February 28, 2003), will be sufficient to meet our anticipated
needs, barring unforeseen circumstances for working capital and
capital expenditures through the end of fiscal year 2003. However,
based on our current projections for fiscal year 2004, we will
have to raise additional funds to remain a going concern. The
Company's projections for cash usage for the remainder of fiscal
year 2003 are based on a number of assumptions, including: (1) its
ability to retain customers in light of market uncertainties and
the Company's uncertain future; (2) its ability to collect
accounts receivables in a timely manner; (3) its ability to
effectively integrate recent acquisitions and realize forecasted
cash-saving synergies and (4) its ability to achieve expected cash
expense reductions. In addition, the Company is actively exploring
the possibility of additional business combinations with other
unrelated and related business entities. ClearBlue and its
affiliates collectively own a majority of the Company's
outstanding common stock and could unilaterally implement any such
combinations. The impact on the Company's cash resources of such
business combinations cannot be determined. Further, the projected
use of cash and business results could be affected by continued
market uncertainties, including delays or restrictions in IT
spending and any merger or acquisition activity.

To address these uncertainties, management is working to: (1)
quantify the potential impact on cash flows of its evolving
relationship with ClearBlue and its affiliates; (2) continue its
practice of managing costs; (3) aggressively pursue new revenue
through channel partners, direct sales and acquisitions and (4)
raise capital through third parties.

The Company may need to raise additional funds in order respond to
competitive and industry pressures, to respond to operational cash
shortfalls, to acquire complementary businesses, products or
technologies, or to develop new, or enhance existing, services or
products. In addition, on a long-term basis, the Company may
require additional external financing for working capital and
capital expenditures through credit facilities, sales of
additional equity or other financing vehicles. Its ability to
raise additional funds may be negatively impacted by: (1) the
uncertainty surrounding its ability to continue as a going
concern; (2) the potential de-listing of the Company's common
stock from NASDAQ; (3) its inability to transfer back to the
NASDAQ National Market in the future from the NASDAQ SmallCap
Market; and (4) restrictions imposed on the Company by ClearBlue
and its affiliates. Under our arrangement with ClearBlue, the
Company must obtain ClearBlue's consent in order to issue debt
securities or sell shares of its common stock to affiliates, and
ClearBlue might not give that consent. If additional funds are
raised through the issuance of equity or convertible debt
securities, the percentage ownership of the Company's stockholders
will be reduced and its stockholders may experience additional
dilution. There can be no assurance that additional financing will
be available on terms favorable to the Company, if at all. If
adequate funds are not available or are not available on
acceptable terms, the Company's ability to fund its expansion,
take advantage of unanticipated opportunities, develop or enhance
services or products or respond to competitive pressures would be
significantly limited and, accordingly, the Company might not
continue as a going concern.


NETROM INC: Finalizes Acquisition of Tempest Asset Management
-------------------------------------------------------------
Netrom Inc. (OTCBB:NRRM) announced that the acquisition of Tempest
Asset Management Inc. of Irvine, Calif. is final.

The stock for stock transaction results in Tempest owning a
majority of the total issued and outstanding shares of Netrom Inc.
The management and board of directors of both Netrom and Tempest
have agreed to make the Securities Purchase Agreement (executed in
February of 2003), which was contingent on certain performance
terms by both parties, a final binding document that is effective
immediately.

The previously executed agreement was to be completed within 180
days. These terms included a mutual effort to raise capital to
fund the growth of Tempest, restructuring of obligations of
Netrom, and the filing of an SB-2 or Form 10SB Registration
Statement. The majority of the performance terms have been met by
Netrom's current management team, and a Form 10SB is expected to
be filed within the next 60 days. When the Form 10SB Registration
Statement becomes effective, the company will apply to move on to
the OTC Bulletin Board from its listing on the OTC Pink Sheets.
The two management teams will combine under the leadership of
Tempest founder and renowned Currency Trader Chris Melendez, as
the chief executive officer of Netrom.

Tempest Asset Management is a Foreign Currency Exchange (Forex)
trading firm founded in 2001 by Melendez, the company's CEO and
internationally renowned currency trader. As stated in prior news
announcements, "Forex" is a term that refers to the Foreign
Currency Exchange Market, where a trader simultaneously buys one
currency and sells another for profit. Forex is the world's
largest financial market with an estimated average daily trading
volume of more than $1.5 trillion, which is approximately 75 times
greater than that of the entire New York Stock Market.

Netrom Inc., with headquarters in San Diego, was founded in 1996.
Since its inception, Netrom has been involved in the development
of technologies that are related to the Internet, as well as
developing new eBusiness models. In the first quarter of 2000
Netrom became insolvent and was forced into a major
reorganization. The company has been in the process of a
turnaround of its business with the primary objective being to
restore trading of its stock to the OTCBB and grow the company
through strategic acquisitions.

Tempest Asset Management Inc. is a development stage California
corporation with headquarters in Irvine. The company provides
institutional grade, Forex trading products and services to
individual investors. "Forex" is a term that refers to the Foreign
Currency Exchange Market where a trader simultaneously buys one
currency and sells another for profit, which is not dependent on
the market conditions of stocks, bonds or commodities. The company
was founded in 2001 by Chris Melendez, its CEO and internationally
renowned Forex trader. He gained his expertise as a "market maker
and proprietary currency trader" at major financial institutions
around the world. For additional information visit
http://www.tempestasset.com


NRG ENERGY: Kurtzman Carson Appointed as Noticing & Claims Agent
----------------------------------------------------------------
It is the practice of the Office of the Clerk of the Court to use
the creditor information filed with a debtor's Chapter 11 petition
and to send notice of various matters in a Chapter 11 case,
including a notice of commencement of the case, notice of the
deadline to file claims and notice of confirmation of plan. It is
also the practice of the Clerk's Office to maintain a claims
register.  In these cases, however, there are 26 separate
corporate Debtors, and the list of creditors and parties-in-
interest filed with the Debtors' bankruptcy petitions contain
thousands of names.  As a result, it would be burdensome and
costly for the Clerk's Office to send notices to all parties in
these cases and maintain the claims registers.

Accordingly, NRG Energy, Inc., and its debtor-affiliates sought
and obtained the Court's authority to appoint Kurtzman Carson
Consultants L.L.C. as claims and noticing agent.  Judge Beatty
also approved the form and manner of notice of the initial meeting
of the Debtors' creditors.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, in New York,
relates that Kurtzman is a data processing firm that specializes
in noticing, claims processing, and other administrative tasks in
Chapter 11 cases.  Engaging Kurtzman to send out designated
notices and to maintain claims files and a claim register will
expedite service of Bankruptcy Rule 2002 notices, streamline the
claims administration process, and permit the Debtors to focus
their efforts towards reorganizing their businesses as efficiently
as possible.

Specifically, Kurtzman will provide the Clerk's Office with these
services:

     (a) serve required notices in the Chapter 11 cases,
         including:

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

         (2) notice of the first day motions filed in the Debtors'
             cases;

         (3) a notice of the deadline to file claims;

         (4) notices of objection to claims;

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

         (6) other miscellaneous notices as the Debtors or the
             Court may deem necessary or appropriate for orderly
             administration of the Debtors' Chapter 11 cases.

     (b) within 10 business days after the service of particular
         notice, prepare for filing with the Clerk's Office an
         affidavit of service that includes:

         (1) a copy of the notice served,

         (2) an alphabetical list of persons on whom Kurtzman
             Carson served the notice, along with their addresses,
             and

         (3) the date and manner of service;

     (c) maintain copies of all proofs of claim and proofs of
         interest filed in the Debtors' cases;

     (d) maintain an official claims register in the Debtors'
         cases by docketing all proofs of claim and proofs of
         interest in a claims database that includes these
         information for each claim or interest asserted:

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

         (2) the date that the proof of claim of proof of interest
             was received by Kurtzman and the Court;

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

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

         (5) the applicable Debtor against whom the claim or
             interest was asserted;

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

     (f) transmit to the Clerk's Office (on a weekly basis) a copy
         of the claims register as requested by the Clerk's
         Office; unless requested by the Clerk's Office on a more
         or less frequent basis;

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

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

     (i) record all transfers of claims pursuant to Bankruptcy
         Rule 3001(e) and provide notice of those transfers as
         required by Bankruptcy Rule 3001(e);

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

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

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

     (m) assist the Debtors with:

         (1) maintaining and updating the master mailing list of
             creditors;

         (2) gathering data in conjunction with the preparation of
             the Debtors' Schedules of Assets and Liabilities and
             Statements of Financial Affairs; and

         (c) tracking and administration of the Debtors' Chapter
             11 cases; and

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

Kurtzman Carson, President of Kurtzman Carson Consultants L.L.C.,
assures the Court that Kurtzman is a "disinterested person" within
the meaning of Section 101(14) of the Bankruptcy Code, as modified
by Section 1107(b) of the Bankruptcy Code and does not hold or
represent an interest adverse to the Debtors' estates.

Pursuant to the Kurtzman Agreement, the Debtors agree to pay the
Agent's standard rates for its services, expenses, and supplies.
The rates and charges in the Agent's Fee Structure, Kurtzman's
hourly rates range $40 for clerical data input to $250 for senior
bankruptcy consulting services.  The Debtors also agreed to pay
Kurtzman for its out-of-pocket expenses for transportation,
lodging, meals, and other related items.

Prior to the Petition Date, the Debtors paid Kurtzman a $75,000
retainer for services to be performed and expenses Kurtzman will
incur in connection with its employment in these cases.  The
retainer is intended to be an "evergreen retainer," from which
Kurtzman's invoices will be drawn.  The Debtors will replenish the
retainer for time to time, in an amount not to exceed $75,000 in
the aggregate, as the retainer is exhausted. (NRG Energy
Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


OMNICARE INC: Acquires SunScript Pharmacy Business for $90 Mill.
----------------------------------------------------------------
Omnicare, Inc. (NYSE: OCR), a leading provider of pharmaceutical
care for the elderly, and Sun Healthcare Group, Inc. (OTC:
SUHG.OB), one of the nation's largest providers of long-term,
subacute and related specialty healthcare services, has agreed to
acquire Sun Healthcare's pharmaceutical services business,
SunScript Pharmacy Corporation, for total consideration of up to
$90 million in cash, of which $75 million is payable at closing
and up to $15 million is payable post-closing, subject to
reduction.

The SunScript pharmacy services business, based in Albuquerque,
New Mexico, provides pharmaceutical products and related
consulting services for skilled nursing and assisted living
facilities comprised of approximately 43,000 beds located in 19
states (excluding beds in Sun Healthcare facilities that are being
turned over to facility landlords as part of Sun Healthcare's
previously announced restructuring). SunScript serves these
facilities through its network of 31 long-term care pharmacies.
SunScript also operates specialty pharmacy businesses for patients
suffering from diabetes and chronic respiratory diseases.

Omnicare expects that the SunScript business to be acquired will
generate revenues of approximately $180 million on an annualized
basis (excluding revenues from Sun Healthcare facilities that, as
noted above, are being divested). Given the economies of scale and
cost synergies anticipated by Omnicare to result from the
acquisition, the transaction will be accretive to Omnicare's
earnings in 2003 and beyond.

"We are pleased to enter into this agreement to acquire the
SunScript pharmacy business as we have long known it to be a high
quality and well- regarded provider of pharmacy services and one
that will enhance our market presence," said Joel F. Gemunder,
Omnicare's President and Chief Executive Officer. "This is an
excellent opportunity for both Omnicare and SunScript given the
economies of scale and the substantial resources that Omnicare can
bring to the SunScript pharmacy business, including our broad
array of clinical programs, enhancing the services provided to
SunScript's client facilities and the residents they serve."

Richard K. Matros, Chairman and Chief Executive Officer of Sun
Healthcare, said, "We had previously reported that we were engaged
in the process of restructuring our business and pursuing
potential sales of our assets. The completion of this sale will be
good news in that it provides us with additional liquidity
allowing us to pay off our Term Loan in full and be able to make a
substantial payment against our Revolving Term Loan." Mr. Matros
continued, "I am proud of the many contributions to Sun's success
made by the employees of SunScript Pharmacy Corporation over the
years. This transaction will ensure that Sun Healthcare facilities
and residents continue to receive high-quality pharmacy services,
now backed by Omnicare's national resources and support."

The consummation of the transaction is subject to Omnicare's
completion of due diligence, approval of the transaction by the
Board of Directors of Omnicare, the expiration of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976 and the satisfaction of other customary closing conditions.
It is expected that the transaction will close during the third
quarter of 2003.

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

Headquartered in Irvine, California, Sun Healthcare Group, Inc.
owns many of the country's leading healthcare providers. Through
its wholly owned Sunbridge Healthcare Corporation subsidiary and
certain affiliated companies. Sun operates more than 190 long-term
and post-acute care facilities in 24 states. In addition, the Sun
Healthcare Group family of companies provides high quality
therapy, pharmacy, home care and other ancillary services for the
healthcare industry. For further information about the company,
visit http://www.sunh.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.


PAMECO CORPORATION: Asks Court to Fix July 31 Claims Bar Date
-------------------------------------------------------------
Pameco Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to fix a
deadline by which all creditors who want to assert a claim against
the Debtors' estates must file their proofs of claim, or be
forever barred from asserting that claim.   The Court orders that
all proofs of claims must be filed on or before July 31, 2003 at
5:00 p.m.

The Debtors assert that fixing of the Bar Date will enable the
Company, in a timely and efficient manner, to receive, process,
and analyze all claims against their estates.

Proofs of claim must actually be received on or before the Bar
Date with an original signature at:

If sent by mail (Including US Express Mail):

          Pameco Claims Administration
          c/o Bankruptcy Services LLC
          P.O. Box 5133
          Bowling Green Station
          New York, New York 102742

If delivered by hand or courier or Federal Express:

          Clerk of the Court
          United States Bankruptcy Court
          Alexander Hamilton Custom House
          One Bowling Green
          New York, N.Y. 10004-1408

Copies of all proofs of claim should be sent to:

          Morrison Cohen Singer & Weinstein, LLC
          750 Lexington Avenue
          New York, New York 10022
          Attn.: Pameco Claims

Eight classes of claims are exempted from the Bar Date Order are:

     i) claims already properly filed with the clerk a proof of
        claim against the Debtors;

    ii) claims listed on the Schedules of Assets and
        Liabilities, List of Equity Security Holders or
        Statements of Financial Affairs not described as being
        "disputed," "contingent," or "unliquidated;"

   iii) claims previously allowed by an order of this Court;

    iv) claims allowable under sections 503(b) and 507(a)(1) of
        the Bankruptcy Code as an expense of administration in
        these chapter 11 cases;

     v) claims arising solely from the ownership of the common
        stock or other equity securities of the Debtors;

    vi) claims which has been paid by the Debtors in full;

   vii) claims of any direct or indirect subsidiary of the
        Debtors that is incorporated in and maintains its
        principal place of business in the United States; and

  viii) claims arising from the rejection of an executory
        contract or unexpired lease.

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.


P-COM INC: Undertakes Recapitalization to Reduce Debt Levels
------------------------------------------------------------
P-Com, Inc. (OTC Bulletin Board: PCOM), a worldwide provider of
wireless telecom products, reached a definitive agreement to
acquire the operating assets and certain liabilities of SPEEDCOM
Wireless Corporation (OTC Bulletin Board: SPWC), a leading fixed
wireless broadband solutions provider.

The acquisition enables P-COM to expand its highly regarded spread
spectrum product line with SPEEDCOM's mesh technology in its
SPEEDLAN 9000 series, featured with 128-bit AES encryption. The
acquisition will also enable P-Com to expand its distribution
network and to grow the existing business relationships between
SPEEDCOM and its customers.

Prior to completion of the transaction, P-Com is also undertaking
a recapitalization that includes the following:

-- The conversion of approximately $20 million in principal amount
   of P-Com's 7 percent Convertible Subordinated Notes due 2007
   into shares of P-Com Common Stock;

-- The elimination of certain accrued liabilities and long-term
   debt totaling in excess of $10 million;

-- The completion of an equity financing transaction in which P-
   Com receives gross proceeds of approximately $5 million to $7
   million.

While no assurances can be given, P-Com expects to complete the
recapitalization within the next thirty days.

Under the terms of the asset purchase agreement, P-Com is
acquiring SPEEDCOM Wireless's operating assets and business
relationships in exchange for approximately 67 million shares of
P-Com common stock and the assumption of certain liabilities of
SPEEDCOM. P-Com will assume approximately $3 million in
subordinated debt that will include at least a 36-month maturity
following the closing and is expected to be convertible into
shares of P-Com common stock at approximately $0.20 per share.
Excluding shares issued in the Qualified Financing, the shares
issued to SPEEDCOM will comprise approximately 28 to 30 percent of
P-Com's outstanding common stock immediately following the
closing. The SPEEDCOM transaction is expected to close
approximately 90 days following stockholder approval of the asset
purchase and an increase in the number of authorized shares of P-
Com common stock.

As part of the acquisition, SPEEDCOM Director Craig Roos will join
P-Com's Board of Directors. Michael Sternberg has agreed to step
down as interim CEO of SPEEDCOM and will remain available during
the acquisition transition period as a consultant. Mark Schaftlein
will remain SPEEDCOM's interim CFO through the transition period
and work with P-Com management to facilitate an orderly
transition.

"This acquisition is a positive step that broadens our spread
spectrum product line and our distribution capabilities, positions
us to secure necessary working capital, and is consistent with our
ongoing consolidation strategy," said P-Com Chairman George
Roberts. "This acquisition and recapitalization will help P-Com
better meet the needs of customers and compete in the current
operating environment."

The company believes that it is beginning to see initial signs of
stabilization in the marketplace and believes that the synergies
of this acquisition will allow P-Com to continue to reduce its
cost structure and begin to generate sequential sales growth. On a
combined basis, P-Com is currently targeting revenue exceeding $6
million per quarter for the second half of 2003. Based on
sequential sales growth of 15 percent to 20 percent from the
second half 2003 revenue base, P-Com is positioned to generate an
EBITDA profit by the middle of next year and can generate sales
exceeding $35 million for the full year 2004.

Should P-Com be successful in completing the recapitalization,
including the Qualified Financing, existing P-Com common
shareholders' equity interest will be substantially diluted.
Excluding any shares issued in the Qualified Financing, it is
currently anticipated that, inclusive of the shares issued to
SPEEDCOM and shares issued in connection with the conversion of P-
Com's Convertible Subordinated Notes into equity, P-Com will have
approximately 240 million to 250 million shares of common stock or
common stock equivalents outstanding.

There are a number of conditions to the closing of the
transactions described above including completion of the Qualified
Financing, and conversion of P-Com's Convertible Subordinated
Notes. There can be no assurance that P-Com will be able to
successfully complete any or all of the transactions described
above, or satisfy all of the other conditions to closing.

P-Com, Inc., whose December 2002 balance sheet shows a total
shareholders' equity deficit of about $15 million, develops,
manufactures, and markets point-to-point, spread spectrum and
point-to-multipoint, wireless access systems to the worldwide
telecommunications market. P-Com broadband wireless access systems
are designed to satisfy the high-speed, integrated network
requirements of Internet access associated with Business to
Business and E-Commerce business processes. Cellular and personal
communications service (PCS) providers utilize P-Com point-to-
point systems to provide backhaul between base stations and mobile
switching centers. Government, utility, and business entities use
P-Com systems in public and private network applications. For more
information visit http://www.p-com.com

SPEEDCOM Wireless Corporation is a multinational, fixed broadband
wireless solutions company based in Sarasota, Florida. The company
maintains additional offices in Sao Paulo, Shanghai and Singapore.
SPEEDCOM's Wave Wireless division -- http://www.wavewireless.com
-- is an innovator and manufacturer of a variety of broadband
wireless products, including SPEEDLAN 9000 wireless Ethernet
routers with 128-bit AES encryption, mesh and star functionality.
Enterprises, governments, Internet service providers, and
telecommunication operators in more than 80 countries use
SPEEDCOM's solutions to provide "backbone" and/or "last-mile"
wireless connectivity at speeds from 11 Mbps up to 155 Mbps over
distances of 25 miles or more. More information is available at
http://www.speedcomwireless.com


PENTON MEDIA: Commences Trading on OTCBB Under New PTON Symbol
--------------------------------------------------------------
Trading of the common stock of Penton Media, Inc. transferred from
the New York Stock Exchange to the Over-the-Counter Bulletin
Board.  The Company's new trading symbol is PTON.

Penton Media -- whose December 31, 2002 balance sheet shows a net
capital deficit of about $61 million -- is a diversified business-
to-business media company that produces market-focused magazines,
trade shows and conferences, and online media. Penton's integrated
media portfolio serves the following industries: aviation;
design/engineering; electronics; food/retail;
government/compliance; Internet/information technology;
leisure/hospitality; manufacturing; mechanical
systems/construction; natural products; and supply chain.


PEREGRINE: Committee Urges Creditors to Reject 4th Amended Plan
---------------------------------------------------------------
The law firm of Hennigan, Bennett and Dorman, representing the
Official Committee of Unsecured Creditors of Peregrine Systems,
Inc. (OTC:PRGNQ) and Peregrine Remedy, Inc., is sending a letter
to unsecured creditors of Peregrine, unanimously urging them to
vote to REJECT the Fourth Amended Plan of Reorganization filed by
Peregrine.  The text of that letter, describing the reasons for
the Committee's decision to recommend rejection of the Plan reads:

              OFFICIAL COMMITTEE OF UNSECURED CREDITORS
        OF PEREGRINE SYSTEMS, INC. AND PEREGRINE REMEDY, INC.

June 17, 2003

Dear Fellow Unsecured Creditors:

The Official Committee of Unsecured Creditors of Peregrine
Systems, Inc. and Peregrine Remedy, Inc., has made the unanimous
decision to object to the Fourth Amended Plan of Reorganization
proposed by the Debtors and sent to all creditors beginning on
June 5, 2003. The Committee urges all creditors to VOTE TO REJECT
the Plan as it is now constituted.

The Committee was appointed under section 1102 of the Bankruptcy
Code as the statutory representative of all unsecured creditors,
which includes creditors in both Class 7 and Class 8 of the Plan.
It is comprised of four holders of the 5-1/2% Convertible
Subordinated Notes due 2007 issued by Peregrine, and the indenture
trustee for these Notes. The Committee has been actively involved
in the administration of the case from the beginning, and believes
it has acquired a reasonably thorough understanding of the
Debtors' business and financial affairs.

During the last half of 2002, the Debtors represented that their
assets were insufficient to satisfy their liabilities and,
therefore, that creditors were unlikely to be paid 100% of their
claims. The Debtors now contend that the value of their assets
exceed the total amount of allowed claims and the Plan provides
for a large allocation of new common stock to Peregrine's current
shareholders. Notwithstanding this, the Plan does not provide for
prompt and full payment of holders of Notes in Class 7 or of
general unsecured (trade) creditors in Class 8. Treatment of Class
7 Noteholders. Although the Plan purports to pay Class 7
Noteholders in full through a distribution of cash, notes and New
PSI Common Stock, a close analysis of the Plan reveals that:

     -- The Plan provides for Noteholders in Class 7 to receive
50% of their claims in New PSI Common Stock. The New PSI Common
Stock that will be distributed to Noteholders is based on
estimates of the Debtors' cash balances and post-bankruptcy
liabilities. If these estimates prove to be too low, fewer shares
of New PSI Common Stock will be distributed to Noteholders than
they ought to receive. The Committee and its professionals believe
that the Debtors' estimate of allowable general unsecured claims
($61 million) is unreasonably low, and that $93 million is a more
reasonable estimate, particularly since the total unsecured claims
filed against the Debtors exceed $2.5 billion. If distributions
are based on an estimate of $61 million, and the amount of claims
end up totaling $93 million or even higher, the value of the New
PSI Common Stock distributed to Noteholders will be significantly
reduced.

     -- The Plan provides for a tax reserve of only $10 million.
This is $20 million less than the tax liabilities reflected on the
Debtors' books and records. The effect of understating the tax
reserve is to reduce the allocation of New PSI Common Stock to
Noteholders. If the Plan tax reserve is inadequate, the actual
value of each share of New PSI Common stock issued pursuant to the
Plan will be reduced.

     -- The current Plan denies all holders of New PSI Common
Stock the right to select the board of directors for the
reorganized company. It is the Committee's belief that classes of
creditors and interest holders receiving New PSI Common Stock
pursuant to the Plan should be immediately able to select board
members, on a pro forma basis, in proportion to their classes'
respective ownership.

The Committee also objects to other Plan provisions that affect
Class 7 Noteholders:

     -- The Plan provides for a management incentive plan
(including options to acquire 15% of the reorganized company) that
will dilute New PSI Common Stock. While the Committee believes
appropriate management incentives are important, there is a cost
associated with such incentives which should be factored into the
value of the New PSI Common Stock to be distributed under the
Plan.

     -- Noteholders will receive 20% of their distribution in the
form of new notes that will accrue interest at 6 1/2% per annum.
The New Notes are worth less than par.

     -- The Plan imposes restrictions on the transferability of
New PSI Common Stock for new shareholders whose allocation exceed
five percent (5%) of the outstanding shares to be issued. These
shares cannot be sold without the approval of the Board of
Directors of the Debtors. The restriction not only impacts large
shareholders but also will prevent third parties from acquiring a
significant position in New PSI Common Stock.

Treatment of General Unsecured Class 8 Creditors. Unsecured trade
creditors in Class 8 have two choices: accept payments equal to
70% percent of their claims, with only 60% percent to be paid upon
emergence and the balance paid in equal installments (without
interest) over four years; or payments equal to 100% percent of
their claims, with only 20% percent paid upon emergence and the
balance paid in equal installments over four years, with interest
paid at the federal judgment rate in effect as of the date of each
installment payment. (That rate is currently only 1.08%, as of
June 6, 2003.) If current shareholders are to receive any
distribution under the Plan, the Debtors should not compel general
unsecured creditors to choose between waiting four years for
payment in exchange for a nominal interest rate or accepting a
steep discount on their claims.

Bankruptcy law requires that creditors receive compensation having
a value equal to their allowed claims before shareholders receive
any consideration. The Committee believes that the Plan should
adopt a reasonable and conservative approach that takes into
account the risk that allowed claims will exceed Debtors' low
estimates or that the Company will not achieve its aggressive
projections regarding future performance.

To date, the Debtors have successfully prevented other parties,
including the Committee, from filing an alternative chapter 11
plan of reorganization. Given that Peregrine will not pay its
creditors in full, and that there are numerous financial,
valuation and corporate governance issues not adequately addressed
in the Plan which would reduce the value of the distributions
proposed to be made to creditors, the Committee believes that it
should have an opportunity to submit a competing plan of
reorganization. Unless the Plan is rejected by its creditors or
not confirmed by the Bankruptcy Court, no alternative plan will
ever be considered, and unsecured creditors will have to settle
for the inadequate distributions offered under the Plan.

All members of the Committee who are entitled to cast ballots
intend to vote to REJECT the Plan, and urge you to join them in
casting your ballot to REJECT the Plan. Please note that the
deadline by which ballots must be received by the Voting Agent in
order to be counted is July 3, 2003. If you are a creditor, and
have any questions, please feel free to call Joshua Mester at
Hennigan, Bennett & Dorman LLP, at (213) 694-1177.


PILGRIM CLO: Fitch Affirms BB- $10-Million Class C Note Rating
--------------------------------------------------------------
Fitch Ratings has affirmed the ratings of the following notes
issued by Pilgrim CLO 1999-1 Ltd.:

        -- $374,520,728 class A notes 'AA+';

        -- $60,000,000 class B notes 'BBB-';

        -- $10,000,000 class C notes 'BB-'.

In November 1999, Pilgrim CLO 1999-1 Ltd. issued $508.6 million of
various classes of notes and equity and invested the proceeds in a
portfolio of U.S. leveraged loans and high yield debt securities.
Pilgrim CLO 1999-1 Ltd. is a collateralized loan obligation
managed by ING Investments LLC.

Fitch has carried out a review of the transaction and its
performance to date. Following the analysis of the transaction,
there is still enough subordination and excess spread to withstand
Fitch's stress tests.


QWEST: Wins Data Communications Services Contract with Scottrade
----------------------------------------------------------------
Qwest Communications International Inc. (NYSE: Q) has been awarded
a multi-year, multimillion dollar data communications services
agreement from Scottrade, a leader in online investing and
currently ranked highest in investor satisfaction with online
trading services by J.D. Power and Associates.

Qwest will provide Scottrade with private routed communication
network connections among its 178 branch locations in 47 states.
These connections will allow Scottrade to deliver a cost-
effective, robust and flexible solution to support its network of
branch offices.

"Scottrade is committed to providing excellent customer service,
and now we'll have even more secure and reliable connections to
our branches and customers and their important account
information," said Jeff Polsgrove, chief information officer at
Scottrade. "Qwest understood our needs and helped us understand
how we can use its network to complement our commitment to
service."

"Qwest is proud to include Scottrade, recognized as a leader in
customer satisfaction, among its list of new customers because we
share a common commitment to anticipating and meeting customers'
needs with excellent service," said Clifford Holtz, executive vice
president, Qwest's business markets group. "As Scottrade continues
to expand, Qwest will be there to meet the company's growing
communications needs. We are looking forward to a very long and
mutually beneficial relationship with Scottrade."

The foundation for Qwest's communications service offerings is its
180,000-plus-mile global broadband network, which provides a
platform for a wide spectrum of services, including everything
from a single private line or frame relay application to Web
hosting or professional services tailored to the individual
business. Qwest also offers strategic consulting, custom
application development and database design.

Qwest Communications International Inc. (NYSE: Q) -- whose
December 31, 2002 balance sheet shows a total shareholders' equity
deficit of about $1 billion -- is a leading provider of voice,
video and data services to more than 25 million customers. The
company's 50,000 employees are committed to the "Spirit of
Service" and providing world-class services that exceed customers'
expectations for quality, value and reliability. For more
information, visit the Qwest Web site at http://www.qwest.com


RAPTOR INVESTMENTS: March 31 Net Capital Deficit Tops $4.5 Mill.
----------------------------------------------------------------
Raptor Investments Inc. incurred negative cash flow from
operations of $75,698, has an accumulated deficit of $8,890,311
and a stockholders' deficiency of $506,508. These factors raise
substantial doubt about the Company's ability to continue as a
going concern.

Management's plan for the Company in regards to these matters is
to continue to grow the produce operations of the business through
the J&B Produce subsidiary, which management believes will provide
the necessary revenue and earnings to enhance shareholder value.
Management intends to focus the business on profitable core
customers and reduce costs using inventory controls. The Company
is also actively seeking to refinance its long-term line of credit
on terms more favorable to the Company. Management believes that
the actions presently taken to reduce operating costs and obtain
refinancing will provide for the Company to operate as a going
concern.

However, as of March 31, 2003, the stockholder's deficiency stood
at $4,520,745. As of March 31, 2003 the Company incurred net
profit of $72,761. The Company plans to generate revenue in the
future by retaining business consulting clients in the private and
public sector. In addition, the Company plans to seek the
acquisition of additional income producing assets such as J&B
Wholesale Produce, Inc.


READ-RITE CORP: Files Voluntary Chapter 7 Petition
--------------------------------------------------
Read-Rite Corporation's (Nasdaq: RDRT) Board of Directors has
approved the filing of a voluntary petition for relief under
chapter 7 of the United States Bankruptcy Code. The voluntary
petition was filed on June 17, 2003.

Cyril Yansouni, chairman of the board of Read-Rite Corporation,
said, "The Board approved the decision to file for bankruptcy
protection only after exhausting all alternatives to preserve
shareholder value and to fulfill the company's obligations to its
creditors and employees."


RELIANT RESOURCES: Preparing New $550 Million Bond Offering
-----------------------------------------------------------
Reliant Resources, Inc., (NYSE: RRI) is launching a private
placement of $350 million of senior secured notes maturing in 2010
and $200 million of convertible senior subordinated notes maturing
in 2010, in each case subject to market and other customary
conditions.

The company intends to use the proceeds from the offering of
senior secured notes to repay indebtedness under its existing
credit facility.  The company intends to use the proceeds from the
offering of convertible senior subordinated notes to repay
indebtedness under its existing credit facility and for general
corporate purposes or for the possible acquisition of Texas Genco
Holdings, Inc.

The notes will be offered in the United States to qualified
institutional buyers pursuant to Rule 144A under the Securities
Act of 1933, as amended, and, in the case of the senior secured
notes only, outside the United States pursuant to Regulation S
under the Securities Act.  The notes have not been registered
under the Securities Act and may not be offered or sold in the
United States without registration or an applicable exemption from
the registration requirements.

Reliant Resources, Inc., based in Houston, Texas, provides
electricity and energy services to retail and wholesale customers
in the U.S. and Europe, marketing those services under the Reliant
Energy brand name.  The company provides a complete suite of
energy products and services to approximately 1.7 million
electricity customers in Texas ranging from residences and small
businesses to large commercial, industrial and institutional
customers.  Its wholesale business includes approximately 22,000
megawatts of power generation capacity in operation, under
construction or under contract in the U.S.  The company also has
nearly 3,500 megawatts of power generation in operation in Western
Europe.  For more information, visit
http://www.reliantresources.com

As reported in Troubled Company Reporter's June 2, 2003 edition,
Reliant Resources, Inc.'s indicative senior unsecured debt rating
was upgraded to 'B' from 'CCC+' by Fitch Ratings.

The rating was removed from Rating Watch Positive where it was
placed on April 1, 2003. In addition, Fitch assigned a 'B+' senior
secured rating to RRI. The Rating Outlook is Stable.

The rating action follows RRI's successful restructuring of $5.9
billion of bank credit facilities in March 2003 and incorporates
Fitch's review of the company's current and prospective credit
profile. Revised bank terms have eliminated much of the
uncertainty surrounding RRI's near-term liquidity position and
should provide the company with the flexibility to access the debt
capital markets over time. Importantly, terms and conditions do
not place any immediate pressure on RRI to sell assets and/or tap
alternative sources of capital as RRI will not be required to make
any mandatory principal payments prior to May 15, 2006.


RENT-A-CENTER: Unit Intends to Redeem All Outstanding 11% Notes
---------------------------------------------------------------
Rent-A-Center, Inc.'s (Nasdaq/NNM:RCII) (S&P/BB-/Positive) wholly-
owned subsidiary, Rent-A-Center East, Inc., has given notice to
the trustee of its 11% Senior Subordinated Notes due 2008, Series
D that Rent-A-Center East, Inc. intends to optionally redeem all
$84,455,000 in principal amount of its currently outstanding 11%
Notes on
August 15, 2003.

The redemption price of 105.5% of the principal amount of the 11%
Notes remaining outstanding, with unpaid interest accrued to the
redemption date, will be payable on August 15, 2003, the first
date on which Rent-A-Center East, Inc. is permitted to optionally
redeem the 11% Notes under the indenture. On and after August 15,
2003, interest will cease to accrue on the 11% Notes. The trustee
of the 11% Notes will send out formal notice to the holders of the
11% Notes in accordance with the terms of the indenture. The
trustee, The Bank of New York, will serve as the paying agent.

Rent-A-Center East, Inc. previously repurchased approximately
$183,000,000 in principal amount of its 11% Notes pursuant to a
debt tender offer that closed on May 6, 2003. On that same date,
the Company issued a principal amount of $300,000,000 of a new
series of 7-1/2 % Senior Subordinated Notes due 2010, a portion of
the proceeds of which were used to repurchase the 11% Notes in the
tender offer and will be used to redeem the outstanding 11% Notes
on August 15, 2003.

The Company, headquartered in Plano, Texas, currently operates
2,563 company-owned stores nationwide and in Puerto Rico. The
stores generally offer high-quality, durable goods such as home
electronics, appliances, computers, and furniture and accessories
to consumers under flexible rental purchase agreements that
generally allow the customer to obtain ownership of the
merchandise at the conclusion of an agreed-upon rental period.
ColorTyme, Inc., a wholly owned subsidiary of the Company, is a
national franchisor of 321 rent-to-own stores, 309 of which
operate under the trade name of "ColorTyme," and the remaining 12
of which operate under the "Rent-A-Center" name.


SAGENT TECHNOLOGY: Sets Special Shareholders Meeting for July 15
----------------------------------------------------------------
Sagent (Nasdaq:SGNT) has set the date for the special stockholders
meeting for approval of the proposed sale of all of its operating
assets and subsequent dissolution, and that is has filed, and
mailed to stockholders, the definitive proxy statement for the
special stockholders meeting. The stockholders meeting will be
held on July 15, 2003 at 9:00 a.m. local time, at the offices of
Wilson Sonsini Goodrich & Rosati, Professional Corporation, at 650
Page Mill Road, Palo Alto, California.

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

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

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

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

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

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

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

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


SASKATCHEWAN WHEAT: S&P Ups Selective Default Ratings to B/CCC+
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on Saskatchewan Wheat Pool to 'B' from 'SD'
(selective default). At the same time, the senior secured debt
rating was raised to 'B' from 'D' and the ratings on the company's
subordinated notes and convertible debentures were raised to
'CCC+' from 'D'.  The outlook is stable.

There is no notching upward of the company's secured debt;
however, the company's subordinated debt instruments are notched
down by two notches from the corporate credit rating. According to
Standard & Poor's criteria, when secured debt accounts for a
significant proportion of assets and cash flow, unsecured debt is
notched down from the corporate credit rating.

"The ratings reflect the company's completion of its financial
restructuring, a relatively stable market position with a modern
grain-handling infrastructure, and an expected return to more
historical levels of profitability in fiscal 2004 (year ending
July 2004), following the two worst drought years in the past
century for Canadian grain handlers," said Standard & Poor's
credit analyst Don Povilaitis. These factors are offset by fiscal
2003 results, which are expected to be extremely weak; leverage
that remains relatively high; and liquidity that is somewhat
constrained.

The past two years have been very difficult for Canadian grain
handlers such as SWP, given the capital-intensive nature of the
grain-handling business, whereby costly grain elevators have been
significantly underused due to drought conditions that have
dramatically reduced grain-handling volumes.

Despite the difficult operating environment, SWP has maintained
its No. 2 grain-handling market share at approximately 23%. Cost
reductions have been achieved through staff reductions, whose
ranks have been reduced by almost half since 2000. The company's
grain elevator network is modern, with the highest number of 100-
car high throughput elevators in the country. In order to be
competitive in the grain-handling industry, velocity (that is the
ability to ship grain quickly) is much more important than storage
capacity.  The company is well positioned to benefit from the
ever-changing regulatory environment, whereby rail companies are
increasingly rewarding HTP elevator capability.

The company's Agri-Products division offers a full line of seed,
fertilizer, and crop protection products, which has been similarly
affected due to the last two drought years. The number of farmers
in western Canada has been reduced by 25% in the past few years
because of consolidation and demographics. About 70% of this
division's sales occur in a seven-week time frame in spring. Agri-
food products and the company's other operations were also
negatively affected by drought, higher sourcing costs due to poor
supply and very weak hog pricing. Most of these issues have begun
to correct themselves and a much stronger fiscal 2004 is
expected.

The current ratings and stable outlook are predicated on the
assumption that soil moisture levels will allow for a return to a
more representative crop year in fiscal 2004, as well as the
company possessing the required liquidity to manage its
requirements, while satisfying its financial covenants.


SF MUSIC BOX: Commences Store-Closing Sales at 90 Locations
-----------------------------------------------------------
Great American Group, one of the nation's leading asset management
firms, has launched store-closing sales for more than 90 San
Francisco Music Box stores across the country.

In a partnership created to sustain San Francisco Music Box as one
of America's best-known and best-loved giftware brands, Great
American Group has teamed up with Calendar Club LLC, in a global
acquisition of SFMB's assets. Calendar Club, a division of Barnes
& Noble, Inc. and a leading seasonal retailer in five countries,
intends to continue operating SFMB stores -- both on a permanent
basis and during the Christmas season; SFMB's Internet site,
http://www.sfmusicbox.comand its wholesale business, which sells
to more than 1,500 independent gift stores throughout the country.

The sale began Friday, June 13, 2003 and is expected to run over
the next few weeks. An estimated $15 million of inventory will be
liquidated during the sale period. Customers will be able to take
advantage of great discounts off music boxes, porcelain musical
gifts, and an array of musical collectibles.

"We are extremely pleased that Great American Group and Calendar
Club have come together to help San Francisco Music Box continue
as a going concern. The extensive knowledge and experience Great
American Group has in performing retail liquidation sales will
ensure maximum results," stated Brian Yellen, Vice President of
Great American Group.

Great American Group provides financial services to North
America's most successful retailers, distributors, and
manufacturers. Their well-established services center on turning
excess assets into immediate cash through strategic store closings
and wholesale and industrial liquidations and auctions. In the
past several years, they have converted over $16 billion of
problem inventories into cash. With over 30 years of liquidation
experience, Great American Group has successfully completed over
1,000 transactions. Headquartered in Los Angeles, Great American
Group also has offices in Chicago, Boston, New York, and Atlanta.
For more information, visit the Great American Group website at
http://www.greatamerican.com


ST. JAMES SECURITIES: IDA Fines John James Illidge $425,000
-----------------------------------------------------------
The Ontario District Council of the Investment Dealers Association
of Canada (IDA) has imposed discipline penalties on John James
Illidge, at all material times Chairman, Director, Alternate
Designated Person and a Registered Representative of St. James
Securities Inc., a former Member of the Association.

On June 17, 2003 the Ontario District Council considered, reviewed
and accepted a Settlement Agreement negotiated between Mr. Illidge
and Association staff.

Pursuant to the Settlement Agreement, Mr. Illidge admitted that
between 1997 and 1999 he:

- Opened an account in the name of a fictitious corporate client
  for the purpose of concealing his own trading activities;

- Operated a client account in the name of a trust that had been
  terminated and used the account to carry out his personal
   trading;

- Directed client correspondence to various addresses, including
  his personal address;

- Engaged in unauthorized trading in a client's account;

- Failed to disclose his interest in a number of client accounts;

- Carried out transactions without benefit to the trading parties,
  and which had the result of overstating SJS's capital position;

- Fixed prices for four securities that were not fair market
  prices for those securities;

- Effected transactions between SJS inventory accounts and
  corporations controlled by him that were not within the bounds
  of good business practice and which unduly prejudiced SJS's
  capital position;

- Failed to exercise due diligence to ensure that all necessary
  account documents were obtained and complete;

- Traded in registered debentures between client and non-client
  accounts while the debentures were not in a tradable form;

- Conducted trading in client accounts without funds and allowed
  accounts to trade for a prolonged period of time without
  adequate margin;

- Traded in a corporate client's account for several months prior
  to the client's incorporation; and

- Failed to question documents purportedly signed by clients that
  appeared, on their face, to be forgeries, all of which
  constitute conduct unbecoming or detrimental to the public
  interest, contrary to By-law 29.1. Mr. Illidge also carried out
  discretionary trades in a client's account, from 1997 to 1999,
  contrary to Regulation 1300.4.

The discipline penalty assessed against Mr. Illidge is:

- permanent prohibition from approval in any capacity with any
  Member of the Association;

- a fine of $300,000; and

- costs of $125,000.

In addition to his multiple roles at SJS, Mr. Illidge was a major
shareholder of St. James Holdings Inc., the parent company of SJS.
In November 1999, SJS became inactive after transferring all of
its client accounts to Northern Securities Inc. Following the
demise of SJS in November 1999, Mr. Illidge became a Director of
Rampart Mercantile Inc., the parent company of the now bankrupt
firm Rampart Securities Inc. Mr. Illidge was also a former Chief
Executive Officer of Hucamp Mines Inc., a CDNX listed company. He
was also the majority shareholder of St. James Capital
Corporation, which company declared bankruptcy in December 2001.

Mr. Illidge has been previously disciplined by the Association -
see bulletin No. 2390, dated August 7, 1997. Mr. Illidge has not
been registered in any capacity with the Association since January
2000.

An Association bulletin will be issued with a summary of facts.

The Investment Dealers Association of Canada is the national self-
regulatory organization and representative of the securities
industry. The Association's mission is to protect investors and
enhance the efficiency and competitiveness of the Canadian capital
markets. The IDA enforces rules and regulations regarding the
sales, business and financial practices of its Member firms. The
Enforcement Department investigates complaints, conducts
investigations and disciplines Members and their employees as part
of the IDA's regulatory role.


STUARTS DEPARTMENT: Trustee Prepares 9.46% Interim Distribution
---------------------------------------------------------------
Matthew D. Rockman, the Chapter 7 Trustee overseeing the
liquidation of Stuarts Department Stores, Inc., tells Judge
Rosenthal that he's prepared to make an interim distribution to
the former retailer's unsecured creditors.  Mr. Rockman reports
that he is holding $1,822,089.85, all claims (except two
litigation claims) against the estate are resolved, and a $500,000
reserve is all he needs to wrap-up the chapter 7 proceeding.

Accordingly, Mr. Rockman asks Judge Rosenthal for permission to
make a $1.3 million interim distribution to Stuarts' unsecured
creditors -- returning 9.46% of their allowed unsecured
prepetition claims.

Stuarts Department Stores, Inc., filed for chapter 11 protection
in December 1990, emerged in Oct. 1992, and filed a second time in
May 1995 (Bankr. D. Mass Case No. 95-42199-JBR).  At it's peak,
Stuarts operated 22 New England retail stores.  Matthew D.
Rockman, Esq., serves as the chapter 7 trustee; he can be reached
in his Worcester, Mass., office at (508) 797-0525.


TECHNEST HOLDINGS: March 31 Working Capital Deficit Tops $2.4MM
---------------------------------------------------------------
Technest Holdings, Inc. had a working capital deficiency at
March 31, 2003 of approximately $2,415,000 and recorded net losses
for the first three months of 2003 of approximately $42,000. This
raises substantial doubt about the Company's ability to continue
as a going concern. The Company's continued existence is dependent
on its ability to obtain additional debt or equity financing and
to generate profits from operations. The Company is continuing to
pursue additional equity and debt financing. There are no
assurances that the Company will receive additional equity and
debt financing.

The Company had no revenues for the three months ended March 31,
2003 as compared to realized gains on sales of investments of
$113,461, unrealized gains on investments of $460,795 and rental
and other income of $71,983 for the three months ended March 31,
2002. This difference is due to non-activity for the three months
ended March 31, 2003.

Selling, general and administrative expenses for the three months
ended March 31, 2003 were $41,901 as compared to $469,310 for the
three months ended March 31, 2002. The decrease is due to the
cessation of operations.

Cash and cash equivalents were -0- and $6,875 at March 31, 2003
and December 31, 2002, respectively.

The Company had a working capital deficiency of $2,415,322 at
March 31, 2003. Net cash used in operating activities was $33,825
for the three months ended March 31, 2003. Cash used in operating
activities was primarily attributable to the net loss of $41,901
off set by an increase in accounts payable and accrued
expenses of $8,076. Net cash used in operating activities for the
three months ended March 31, 2002 was $107,912.

There was no net cash used in investing activities for the three
months ended March 31, 2003. Net cash used in investing activities
of $2,337 for the three months ended March 31, 2002 was for the
purchase of property and equipment.

Net cash provided by financing activities was $26,950 for the
three months ended March 31, 2003 and $14,000 for the three months
ended March 31, 2002 both of which consisted of the issuance of a
note payable.

The Company currently has no assured sources for additional
financing, and its success may depend on its ability to obtain
further financing. There are no assurances that the Company will
receive additional equity and debt financing.


TYCO INT'L: S&P Withdraws Unit's BBB- Note Rating on Repurchase
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BBB-' corporate
credit rating and stable outlook on Tyco International Ltd. and
related entities. At the same time, Standard & Poor's withdrew its
'BBB-' rating on Tyco International Group S.A.'s $750 million
dealer remarketable securities due 2013, following the company's
announcement that it has repurchased all of these securities. At
March 31, 2003, Tyco had approximately $25.4 billion in total
debt.

The ratings affirmation follows the Pembroke, Bermuda-based
company's disclosures that:

-- Tyco intends to restate financial results for fiscal years
   1998-2003 in connection with the ongoing review by the SEC, and

-- The total price paid for repurchasing the dealer notes was $902
   million, $152 million over par value, which will be recorded as
   an expense in the current fiscal quarter.

The restatements primarily involve pretax charges of about $696
million taken in the prior two quarters relating to ADT dealer
reimbursements, asset reserve adjustments, capitalized costs, gain
on Tyco shares, and other reconciliation and accounting
adjustments.

The restatements are not expected to adversely affect operating
results or cash flows in current or future years, they have no
impact on Tyco's most recent balance sheet, and they do not put
the company out of compliance with any financial arrangements.

"Even so, we note that the restatements may strengthen the
plaintiffs' position with regard to shareholder lawsuits," said
Standard & Poor's credit analyst Joel Levington. "Potential
awards, if any, as well as the timing, method of payment, and
Tyco's access to the capital markets, are uncertain."

The current ratings assume that should the company perform within
its public expectations (as noted in Tyco's March 13, 2003,
analyst conference), it should have satisfactory access to the
capital markets if it has to make any cash settlements. However,
these contingencies will need to be reviewed within the context of
the ratings if they reach resolution.

Tyco International, with approximately $36 billion in revenues, is
a diversified global manufacturer, with operations in five primary
sectors: electronics, health care, fire and security, plastics,
and the general industrial markets.

                           *   *   *

As previously reported, Fitch Ratings affirmed its ratings on the
senior unsecured debt and commercial paper of Tyco International
Ltd., as well as the unconditionally guaranteed debt of its wholly
owned direct subsidiary Tyco International Group S. A., at
'BB'/'B', respectively. The Rating Outlook has been changed to
Stable from Negative. The ratings affect approximately $21 billion
of debt securities.

The change to Outlook Stable reflects Tyco's progress with respect
to reestablishing access to capital, addressing its liability
structure, implementing steps to improve operating performance,
and demonstrating cash generation despite a difficult economic
environment in a number of key end-markets. The impact of
fundamental favorable changes in Tyco's financial policies and
profile since late fiscal 2002 is constrained by economic weakness
in its markets, potential legal liabilities related to shareholder
lawsuits and SEC investigations, and the possibility, although
reduced, of further accounting charges and adjustments. The
ratings could improve over time as Tyco demonstrates more
consistent results and that it has put behind it the accounting
concerns that have obscured the transparency of its financial
reporting in the past.


UNITED AIRLINES: Chicago Stock Exchange Delists UAL Common Stock
----------------------------------------------------------------
Article XXVIII, Rule 22(a) of The Chicago Stock Exchange Rules
provides, in part, that the Exchange may make an appraisal of, and
determine on an individual basis, the suitability for continued
listing of an issue in light of all pertinent facts, even though a
security meets enumerated criteria.  Many factors may be
considered in the appraisal, including an abnormally low selling
price or volume of trading.  Issues will normally be considered
for delisting if the company fails to maintain a net worth that is
the greater of (i) 150% of the prior year's consolidated net loss,
or (ii) $500,000.

On this basis, the Chicago Stock Exchange suspended the trading of
the common stock, $0.01 par value, of UAL Corporation before the
opening of business on April 3, 2002.  In making the decision, the
Exchange considered UAL's $3,200,000,000 net loss for the fiscal
year ended December 31, 2002.  UAL is required to maintain a
$4,800,000,000 minimum net worth.  But at December 31, 2002, the
company had a $2,500,000,000 negative net worth.

The Chicago Stock Exchange notified UAL, by letter, of the
suspension and of its intention to delist the Security.  The
Exchange advised the company of its right to a hearing on the
matter.  However, UAL failed to request a hearing regarding the
delisting within the required time period.  Hence, the Exchange
proceeded to file a delisting application with the Securities and
Exchange Commission.

After considering the facts stated in the application as well as
public interest and investor protection, the SEC approved the
Chicago Stock Exchange's application to strike from listing and
registration the UAL Security effective at the opening of business
on May 15, 2003. (United Airlines Bankruptcy News, Issue No. 20;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


USG: Earns Nod to Hire PwC as Special Sarbanes-Oxley Consultants
----------------------------------------------------------------
In July 2002, the United States Congress enacted the Sarbanes-
Oxley Act of 2002 in response to corporate and accounting scandals
involving multiple prominent companies.  Section 404 of the
Sarbanes-Oxley Act provides that management of various
corporations must report on the effectiveness of internal controls
and that auditors must attest to this report.  This statutory
section requires corporations to promptly study and document the
effectiveness of its internal control system.

Accordingly, USG Corporation and its debtor-affiliates sought and
obtained the Court's permission to employ PricewaterhouseCoopers
LLP as their Special Sarbanes-Oxley Consultants.

Specifically, PWC will:

   -- conduct risk assessment to identify significant business
      processes;

   -- document the Debtors' internal controls in a concise,
      central repository;

   -- test the effectiveness of the internal controls;

   -- identify significant control gaps that represent potential
      significant deficiencies or material weaknesses in USG's
      overall system of internal control;

   -- develop processes, policies and procedures to address gaps
      and other control weaknesses;

   -- make recommendations to improve the efficiency or
      effectiveness of existing controls; and

   -- create a sustainable internal control program that will:

        (i) support management certifications required under the
            Sarbanes-Oxley Act;

       (ii) facilitate maintenance of documentation of the system
            of internal control and related testing procedures;

      (iii) increase understanding and acceptance of internal
            controls throughout the company; and

       (iv) clarify responsibilities of the Internal Audit,
            Corporate Accounting, business units and other
            functional areas.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger PA, in
Wilmington, Delaware, relates that PwC is particularly well suited
to provide the types of services required by the Debtors.  PwC has
vast domestic and international accounting and consulting practice
and has extensive experience in providing both general business
advisory and Sarbanes-Oxley Act-related services.

The Debtors will compensate PwC for its services on an hourly
basis in accordance with the firm's hourly rates plus
reimbursement of actual and necessary out-of-pocket expenses.  The
current hourly rates for PwC professionals are based on a 56%
discount of the standard rates:

           Partner                      $369
           Senior Manager                288
           Manager                       243
           Senior Associate              189
           Associate                     122

Mr. DeFranceschi discloses that the Debtors made $51,426 in
prepetition payments to PwC from their operating cash.

Dina M. Norris, a partner at PwC, attests that the firm has no
connection with the Debtors, their creditors, the United States
Trustee or any other party with an actual or potential interest in
the cases.  PwC is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code. (USG Bankruptcy News,
Issue No. 48; Bankruptcy Creditors' Service, Inc., 609/392-0900)


WEIRTON STEEL: Brings-In Ketchum Inc. for PR Consulting Services
----------------------------------------------------------------
Ketchum, Inc. is a multi-million dollar integrated marketing
communications agency offering advertising, public relations,
interactive marketing and research services, with offices and
affiliates on six continents.  Robert G. Sable, Esq., at
McGuireWoods LLP, in Pittsburgh, Pennsylvania, relates that
Ketchum's professionals are knowledgeable in all areas concerning
public issues, crisis communications, governmental relations,
reputation management, environmental relations, labor and
community relations.

Accordingly, pursuant to Sections 327(a) and 328(a) of the
Bankruptcy Code, Weirton Steel Corporation and its debtor-
affiliates seeks the Court's authority to employ Ketchum as its
public relations consultant, in accordance with the terms and
conditions in an agreement dated April 10, 2003.

As PR consultant, Ketchum is expected to:

    (a) work with the Debtor's management to develop and manage a
        comprehensive communications strategy,

    (b) provide immediate strategic communications counsel
        including news releases and other documents to be used in
        the public domain,

    (c) assist company spokespersons in communicating effectively
        with the media and other public offices,

    (d) provide background and assistance in developing
        relationships with Weirton-area national media that will
        lead to improved accuracy of reporting,

    (e) assist in identifying and contacting key community leaders
        who can help convey to other influential leaders and the
        general public the facts of the Chapter 11 process and
        other significant issues, and

    (f) assist in communication with other affected audiences,
        like employees, retirees, organized labor, public
        officials, and business and trade organizations.

Jerry Thompson, Director of Ketchum, attests that Ketchum does not
hold or represent any interest adverse to the Debtor, that Ketchum
is "disinterested" as defined in Section 101(14) of the Bankruptcy
Code.  Moreover, Ketchum has no connection with the Debtor, its
creditors, any other party-in-interest, or their attorneys, except
as disclosed to the Court.  Thus, Mr. Thompson contends, Ketchum
is qualified to serve as the Debtor's public relations consultant.

The Agreement provides for a $50,000 retainer for Ketchum.

Mr. Thompson informs Judge Friend that Ketchum's standard hourly
rates of its professionals are:

    Director                 $280
    Associate Director        255
    Sr. Vice President        255
    Vice President            230
    VP Sr. Counselor/Editor   230
    Vice President/AS         195
    Accounting Supervisor     180
    Senior Writer             195
    Knowledge Manager         165
    Information Specialist    120
    Media Manager             160
    Sup. Creative Svc.        160
    Sr. Account Exec.         155
    Account Exec.             125
    Designer                  110
    Asst. Account Exec.       110
    Account Coordinator       100

Ketchum intends to seek reimbursement of its out-of-pocket
expenses, including travel, telephone, fax and special deliveries.
For "Outside Purchases", the invoices for reimbursement will
include the net cost plus a 17.65% commission. Ketchum will apply
for compensation and reimbursement, in accordance with applicable
provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local
Rules, this Court's orders, and the guidelines established by the
U.S. Trustee.

Mr. Sable reiterates that Ketchum is a highly qualified public
relations firm whose depth of expertise and office locations in
Pittsburgh, Pennsylvania render it particularly well qualified and
uniquely able to represent the Debtor's interests during the
pendency of this case. (Weirton Bankruptcy News, Issue No. 4;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


WESTPOINT STEVENS: Wants Until Aug. 15 to File Schedules
--------------------------------------------------------
Pursuant to Rules 1007(b) and (c) of the Federal Rules of
Bankruptcy Procedure, a debtor must file within 15 days from the
commencement of its Chapter 11 case its schedules of assets and
liabilities, a schedule of current income and expenditures, a
schedule of executory contracts and unexpired leases, and a
statement of financial affairs.

John J. Rapisardi, Esq., at Weil Gotshal & Manges LLP, in New
York, informs the Court that WestPoint Stevens Inc., and its
debtor-affiliates potentially have thousands of creditors and
contracts that must be reviewed and scheduled.  The preparation of
the Schedules in this case will therefore require an enormous
expenditure of time and effort on the part of the Debtors and
their staff.

While the Debtors will work diligently and expeditiously on the
preparation of the Schedules, Mr. Rapisardi admits that the
Debtors' staff is limited and their resources are strained.  In
view of the amount of work entailed in completing the Schedules,
the Debtors are concerned that they will not be able to properly
and accurately complete the Schedules within the 15-day time
period imposed under the Bankruptcy Rules.  At present, the
Debtors anticipate that they will require at least 60 additional
days to complete the Schedules.

At the Debtors' request, the Court extended the Debtors' deadline
to file their statements of financial affairs and schedules of
assets, liabilities, executory contracts, and unexpired leases
through and including August 15, 2003, without prejudice to the
Debtors' ability to request additional time should it become
necessary. (WestPoint Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


WHEELING-PITTSBURGH: Court Approves Proposed Reorganization Plan
----------------------------------------------------------------
In a hearing in Youngstown yesterday, Federal Bankruptcy Court
approved Wheeling-Pittsburgh Corporation's Plan of Reorganization.
The approval sets the stage for the company's emergence from
Chapter 11 bankruptcy protection.

The Plan had previously been approved by substantial majorities of
the company's creditors entitled to vote on the plan.

"We continue to make good progress toward our timely emergence
from bankruptcy," said James G. Bradley, President and CEO. "While
issues still remain to be resolved, creditor approval of our Plan
of Reorganization means that we are much closer to our goal of
emerging from bankruptcy as a competitive metals products
company."

Wheeling-Pittsburgh filed for Chapter 11 bankruptcy protection in
November 2000. In September 2002, Royal Bank of Canada filed an
application on behalf of the company with the Emergency Steel Loan
Guarantee Board to obtain a $250 million federal steel loan
guarantee. The application for the loan guarantee was approved in
March 2003.

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


WILLIAMS COS.: Closes $1.1BB Sale of Interest in Williams Energy
----------------------------------------------------------------
Williams (NYSE: WMB) has completed the sale of its 54.6 percent
ownership interest in Williams Energy Partners L.P. (NYSE: WEG) in
a $1.1 billion transaction.

The buyer, a Delaware limited partnership recently formed by the
private equity firms Madison Dearborn Partners, LLC and
Carlyle/Riverstone Global Energy and Power Fund II, L.P., paid
approximately $510 million in cash at closing for Williams'
interests in the partnership.  In addition, the transaction has
the effect of removing $570 million of the partnership's debt from
Williams' consolidated balance sheet.

Williams expects to recognize a pre-tax gain of at least $270
million to $285 million, which will be reported in discontinued
operations in its second quarter financial results.

"Williams has completed asset sales in a thoughtful, orderly
manner.  Each sale, along with our recent financings, are precise
steps toward a stronger foundation for a redefined Williams," said
Steve Malcolm, chairman, president and chief executive officer.

With the proceeds, Williams has received nearly all of the
expected $2.75 billion cash from asset sales that have been closed
or announced this year.

More than 800 Williams employees provided general, administrative
and operations support to Williams Energy Partners at the time the
transaction closed.  Nearly all of these individuals will become
employees of the buyer or the partnership.

Williams, through its subsidiaries, primarily finds, produces,
gathers, processes and transports natural gas.  Williams' gas
wells, pipelines and midstream facilities are concentrated in the
Northwest, Rocky Mountains, Gulf Coast and Eastern Seaboard.  More
information is available at http://www.williams.com


WILLIAMS COS.: Delaware Partnership Takes Over WEG Ownership
------------------------------------------------------------
Williams Energy Partners L.P. (NYSE: WEG) announced that Williams
(NYSE: WMB) and WEG Acquisitions, L.P. (Buyer) consummated the
previously announced sale by Williams of its 54.6 percent interest
in WEG, including the general partner interest in WEG, to the
Buyer.  The Buyer is a Delaware limited partnership recently
formed by the private equity firms Madison Dearborn Partners, LLC
and Carlyle/Riverstone Global Energy and Power Fund II, L.P.

The Buyer now owns a combined 54.6 percent interest in WEG through
its ownership of 100 percent of the ownership interests of WEG's
general partner, 1.1 million common units, 5.7 million
subordinated units and 7.8 million class B common units
representing limited partner interests in WEG.

In connection with the acquisition, the members of the board of
directors of WEG's general partner resigned from the board, other
than Don Wellendorf, WEG's chief executive officer, who will
continue to serve as a director.  In addition to Wellendorf, the
newly elected directors of the board of directors are Justin
Huscher and Patrick Eilers, both affiliated with Madison Dearborn
Partners, LLC, and Pierre Lapeyre, Jr. and David Leuschen, both
affiliated with Carlyle/Riverstone.  The Buyer has advised WEG
that it intends to expand the size of the board and appoint three
additional directors who satisfy the "independence" requirements
of the NYSE and the SEC as soon as practicable.

Additionally, WEG expects to introduce a new name for the
partnership within 90 days.

"We look forward to our relationship with Madison Dearborn and
Carlyle/Riverstone and feel confident that the expertise and
relationships these investment firms possess will provide
additional momentum for the partnership's growth," Wellendorf
said.  "We remain focused on our goal of growing cash
distributions by at least 10 percent per year while maintaining
safe and efficient operations."

Williams Energy Partners L.P. is a publicly traded partnership
formed to own, operate and acquire a diversified portfolio of
energy assets.  The partnership primarily transports, stores and
distributes refined petroleum products and ammonia.

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

As reported in Troubled Company Reporter's May 27, 2003 Edition,
Standard & Poor's Ratings Services affirmed its 'B+' long-term
corporate credit rating on energy company The Williams Cos. Inc.
Ratings on Williams and its subsidiaries were removed from
CreditWatch with negative implications, where they were placed
July 23, 2002. The outlook is negative.

In addition, Standard & Poor's raised its rating on Williams'
senior unsecured debt to 'B+' from 'B' Standard & Poor's also
assigned its 'B-' rating to $300 million junior subordinated
convertible debentures at Williams. The rating on the junior
debentures is two notches below the corporate credit rating to
reflect structural subordination to the senior debt.

Tulsa, Oklahoma-based Williams has about $13 billion in
outstanding debt.


WORLDCOM INC: Posts Improved Operating Earnings for April 2003
--------------------------------------------------------------
MCI/Worldcom filed its April 2003 monthly operating report with
the U.S. Bankruptcy Court for the Southern District of New York.
During the month of April, MCI recorded $2.05 billion in revenue
versus $2.10 billion in March 2003.

Operating income in April increased to $114 million from $84
million in March. The improvement in operating income is due to an
$81 million reduction in operating expenses driven primarily by
contract restructuring savings and declines in selling, general
and administrative expenses.

April reorganization items were $117 million versus $48 million in
March. Of the $117 million in reorganization items, $41 million
consisted of cash items used primarily for international lease
rejections, severance and professional fees.

During the restructuring process, certain business activities will
drive one-time costs that will be recognized in the month in which
they were incurred. These expenses are expected to fluctuate from
month to month as the Company implements its cost reduction plans.

In April, MCI recorded capital expenditures of $58 million,
including $41 million for PP&E and $17 million for related
software. MCI ended April with $3.7 billion in cash on hand, an
increase of approximately $400 million from the beginning of the
month.

"While the environment continues to be challenging, we are making
clear progress in reducing our costs and rebuilding our business,"
said Bob Blakely, MCI chief financial officer. "We are profitable
and cash flow remains strong. We filed our consensual Plan of
Reorganization on time and we are now, more than ever, focused on
executing against our three-year business plan as we drive toward
emerging from Chapter 11 this fall."

The financial results discussed in the April 2003 Monthly
Operating Report exclude the results of Embratel. Until MCI
completes a thorough balance sheet evaluation, the Company will
not issue a balance sheet or cash flow statement as part of its
Monthly Operating Report.

The Monthly Operating Reports are available on MCI's Restructuring
Information Desk at http://global.mci.com/news/infodesk/

Based on current information and a preliminary analysis of its
ability to satisfy outstanding liabilities, MCI believes that when
it emerges from bankruptcy proceedings, its existing WorldCom and
Intermedia preferred stock and WorldCom group and MCI group
tracking stock issues will have no value.

WorldCom, Inc. (WCOEQ, MCWEQ), which currently conducts business
under the MCI brand name, is a leading global communications
provider, delivering innovative, cost-effective, advanced
communications connectivity to businesses, governments and
consumers. With the industry's most expansive global IP backbone
and wholly-owned data networks, WorldCom develops the converged
communications products and services that are the foundation for
commerce and communications in today's market. For more
information, go to http://www.mci.com


WORLDCOM INC: Settles Prepetition Claim Dispute with GCI
--------------------------------------------------------
GCI (Nasdaq: GNCMA) has reached an agreement with MCI WorldCom
Network Services that affirms contractual terms and conditions
between the two companies; settles MWNS' pre-petition liabilities;
settles billing disputes between the two companies; and
establishes a right to setoff GCI pre-petition payables. The
companies expect final approval of the agreement by the bankruptcy
court within 60 days.

"We are pleased with the terms of the proposed settlement which
affirms our long standing business relationship with WorldCom,"
said Ron Duncan, GCI president. "We look forward to WorldCom's
emergence from Chapter 11 proceedings and participating with them
in their future growth opportunities."

Under terms of the agreement, MWNS will settle its outstanding
liability of $12.9 million for $12.1 million net of adjustments.
In addition, the parties agreed to reduce GCI's pre-petition claim
to $12.1 million and further allow GCI the right to setoff
approximately $1 million in prepetition payables owed by GCI to
MWNS. MWNS has agreed to pay the remaining $11 million to GCI as a
credit against GCI's future purchase of services from MWNS.
Further, GCI agreed to pay MWNS the outstanding pre-petition
payables balance of approximately $650,000 no later than 30 days
after the settlement is approved.

MWNS is a subsidiary of WorldCom, which had previously entered
into service agreements with GCI on behalf of WorldCom.

The foregoing contains forward-looking statements regarding the
company's expected results that are based on management's
expectations as well as on a number of assumptions concerning
future events. Actual results might differ materially from those
projected in the forward looking statements due to uncertainties
and other factors, many of which are outside GCI's control.
Additional information concerning factors that could cause actual
results to differ materially from those in the forward looking
statements is contained in GCI's cautionary statements sections of
Form 10K and 10-Q filed with the Securities and Exchange
Commission.

Based on revenues, GCI is the largest Alaska-based and operated
integrated telecommunications provider and provides local,
wireless, and long distance telephone, cable television, Internet
and data communication services throughout Alaska. More
information about the company can be found at http://www.gci.com


WORLDCOM INC: Intends to Assume & Assign Contracts to BellSouth
---------------------------------------------------------------
In connection with Worldcom Inc., and its debtor-affiliates' sale
of their wireless assets to BellSouth Wireless for $65,000,000 (or
more to a higher bidder), to the extent the Final Assumed
Contracts are executory contracts subject to Section 365 of the
Bankruptcy Code, the Debtors intend to assume and assign these
contracts to the Purchaser.  Pursuant to Section 365(a) and (f) of
the Bankruptcy Code, but conditioned on the closing of a
transaction approved by the Court, the Debtors ask the Court to
approve its assumption and assignment to the Purchaser of all
Final Assumed Contracts.

Alfredo R. Perez, Esq., at Weil Gotshal & Manges LLP, in New York,
informs the Court that the Sellers utilize about 2,500 executory
contracts, unexpired leases, and other agreements in the operation
of the Business.  Contracts currently designated for assumption by
the Sellers and assignment to the Purchaser, including Maintenance
Agreements, are identified in the Purchase Contract List.
Pursuant to Sections 2.07(a)-(e) of the Agreement, the Purchaser
may remove a Contract from the Purchaser Contract List through the
date that is the earlier of five business days prior to the Plan
Confirmation Hearing Date and the Closing Date.  In connection
with the consummation of the transactions contemplated in the
Agreement, the Debtors will cure, to the extent legally required,
prepetition defaults outstanding under the Final Assumed
Contracts.

Moreover, Mr. Perez assures the Court that the Purchaser is
capable of providing adequate assurance to the counterparties to
the Final Assumed Contracts.  The parent corporation of the
Purchaser, BellSouth, is a Fortune 100 communications services
company providing local and long distance voice and data services
to more than 44 million customers in the United States and 14
other countries.  Moreover, the Auction Procedures require that
any party submitting a competing offer to purchase the Assets or
Business must demonstrate that it has the financial capability and
ability to consummate the purchase of the Assets or Business,
including, without limitation, evidence of adequate financing and
evidence of its future performance to counterparties under the
Contracts proposed to be assigned.  The Debtors, therefore, submit
that the foregoing, which will be established at the hearing to
consider the proposed sale, provides adequate assurance of future
performance as required by Section 365 of the Bankruptcy Code.

Once the statutory predicates to assumption and assignment are
satisfied, the standard applied to determine whether the
assumption of an unexpired lease or executory contract should be
approved is the "business judgment" test, which is premised on the
debtor's business judgment that the assumption and assignment are
in its best interests.  Mr. Perez insists that the standard is
clearly satisfied here.  The Final Assumed Contracts are essential
components to the transaction and the proposed assignment to
Purchaser is the alternative most favorable to the Debtors'
estates.  In light of the foregoing, the Debtors have determined
that, in order to maximize the value of their respective estates,
it is in the best interests of the Debtors and their estates to
sell the Assets, and to assume and assign the executory contracts
and unexpired leases to the Purchaser, subject to higher and
better offers. (Worldcom Bankruptcy News, Issue No. 30; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


WORLDSPAN L.P.: S&P Assigns B+ Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services assigned a its 'B+' corporate
credit rating to Atlanta, Georgia-based Worldspan L.P. Standard &
Poor's also assigned ratings to Worldspan's proposed $549 million
of debt securities to be issued in connection with its acquisition
by Citigroup Venture Capital and Teachers' Merchant Bank, based on
a review of proposed terms and conditions. The proposed debt
securities consist of $315 million senior notes due 2011, rated
'B-'; a $100 million secured term loan and $50 million secured
revolving credit facility, both maturing 2007, rated 'BB-'; and
$84 million senior subordinated notes due 2011, rated 'B-'. The
ratings outlook is stable.

"The corporate credit rating is based on Worldspan's leading
market position in on-line travel distribution, the fastest-
growing segment of the travel distribution industry, offset by a
weak financial profile due to the company's leveraged
acquisition," said Standard & Poor's credit analyst Betsy Snyder.
"The ratings on Worldspan's secured credit facilities are one
notch higher than the corporate credit rating due to expectations
that the company's enterprise value should be sufficient, even in
a bankruptcy scenario, to permit full recovery for bank lenders,
while the senior unsecured notes are rated two notches lower than
the corporate credit rating due to the high proportion of
intangible assets and goodwill in Worldspan's capital structure,
combined with a fairly high level of claims that would be senior
to the notes in the event of a default," the credit analyst
continued.

Worldspan is the leading GDS (global distribution system) for on-
line travel bookings. A GDS is a computerized search and
reservation system that is used by suppliers of travel and travel-
related products and services (e.g., airlines, car rental
companies, and hotels) to sell their services, either directly by
the suppliers or through travel agencies. Fees are typically paid
by the travel suppliers for bookings made through these systems.
The fees are based on the number of transactions or flight
segments booked, rather than as a percentage of revenues booked,
so that when suppliers' prices (e.g., air fares) decline, GDS
revenues do not fall off commensurately, and bookings may actually
increase if the price declines stimulate a higher level of
bookings. GDS's are the primary distributor of airline travel.
This is a highly concentrated industry, with only three major
participants other than Worldspan. In the U.S., Worldspan is the
second-largest participant, behind Sabre Holdings Corp. However,
in the past few years, the Internet has become by far the fastest-
growing channel for travel distribution. In this channel,
Worldspan is not only the largest participant, but is also the
only independent provider, and has long-term contracts with
Expedia, Hotwire, Orbitz, and Priceline, all major on-line travel
agencies.

Although Worldspan's interest burden and debt amortization will be
significant over the next several years, growth in Internet travel
bookings should aid its revenues and earnings. As a result, the
company's credit ratios are expected to improve modestly over that
period.


XM SATELLITE: Closes $175 Mill. 12% Senior Secured Note Offering
----------------------------------------------------------------
XM Satellite Radio Holdings Inc. (Nasdaq: XMSR) announced that its
subsidiary, XM Satellite Radio Inc., completed a $175 million debt
offering, consisting of 12% Senior Secured Notes due 2010.  In
addition, XM granted the initial purchaser an option to purchase
up to an additional $25 million of notes to cover over-allotments.

The notes were offered by the initial purchaser solely to certain
qualified institutional buyers pursuant to Rule 144A, were not
registered under the Securities Act of 1933 and may not be offered
or sold in the United States absent registration or an applicable
exemption from registration under the Securities Act and
applicable state securities laws.

XM is transforming radio with a programming lineup featuring 101
coast-to-coast digital channels: 70 music channels, more than 35
of them commercial-free, from hip hop to opera, classical to
country, bluegrass to blues; and 31 channels of sports, talk,
children's and other entertainment programming. XM's strategic
investors include America's leading car, radio and satellite TV
companies -- General Motors, American Honda Motor Co. Inc., Clear
Channel Communications and DIRECTV. For more information, visit
XM's Web site: http://www.xmradio.com

As reported in Troubled Company Reporter's February 3, 2003
edition, Standard & Poor's Ratings Services lowered its corporate
credit ratings on satellite radio provider XM Satellite Radio
Inc., and its parent company XM Satellite Radio Holdings Inc.
(which are analyzed on a consolidated basis) to 'SD' from 'CCC-'.

At the same time, Standard & Poor's lowered its rating on the
company's $325 million 14% senior secured notes due 2010 to 'D'
from 'CCC-'.

These actions follow XM's completion of its exchange offer on the
senior secured notes, at par, for new 14% senior secured notes due
2009.

All ratings were removed from CreditWatch with negative
implications where they were placed on Nov. 18, 2002.


ZCA MINES: St. Lawrence Zinc Wins Court Nod to Buy Balmat Mine
--------------------------------------------------------------
ONTZINC Corporation (TSX Venture-OTZ) announces that St. Lawrence
Zinc Company LLC, a corporation related to ONTZINC, has received
the approval of the United States Bankruptcy Court for Southern
District of New York to purchase the Balmat Mine from ZCA Mines,
Inc., for US$20,000,000. The purchase price shall be payable out
of 30% of net cash flow from the operations after allowing for
reasonable capital and exploration expenditures. In the event of
zinc price equaling or exceeding US 70> per pound over 24
consecutive months the purchase price shall be increased by
US$5,000,000.

Closing of the purchase of the Balmat Mine is scheduled for
June 30, 2003. Bridge financing to satisfy closing requirements,
to maintain standby costs at the mine, interest and for the
assumption of a US$1,000,000 environmental bond is in progress.
Final ownership structure for St. Lawrence Zinc Company LLC will
depend on the requirements of financing. Senior financing for the
re-opening of the mine is planned to be met by the issuance of New
York state bonds totaling in the order of US$25,000,000.


* DebtTraders' Real-Time Bond Pricing
-------------------------------------

Issuer               Coupon   Maturity  Bid - Ask  Weekly change
------               ------   --------  ---------  -------------
Federal-Mogul         7.5%    due 2004  14.0 - 16.0       0.0
Finova Group          7.5%    due 2009  42.5 - 43.5      +1.0
Freeport-McMoran      7.5%    due 2006  102.5 - 103.5     0.0
Global Crossing Hldgs 9.5%    due 2009  4.75 - 5.25      +0.25
Globalstar            11.375% due 2004  2.25 - 2.75      -0.25
Lucent Technologies   6.45%   due 2029  69.0 - 70.0      -1.0
Polaroid Corporation  6.75%   due 2002  9.25 - 9.75      +1.0
Terra Industries      10.5%   due 2005  99.0 - 100.0      0.0
Westpoint Stevens     7.875%  due 2005  21.0 - 22.0      +1.0
Xerox Corporation     8.0%    due 2027  88.0 - 89.0      +1.0

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

                          *********

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

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

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

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

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

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

                          *********

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

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

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

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 ***