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

             Tuesday, June 24, 2003, Vol. 7, No. 123

                          Headlines

360NETWORKS: US Unit & Panel Sue U.S. Relocation to Recoup $1.8M
ABRAXAS PETROLEUM: Extends Exchange Offer for 11.5% Senior Notes
ADELPHIA COMMS: Names Brad Sonnenberg EVP and General Counsel
ADVANCED MEDICAL: Fitch Rates Conv. Sr. Subordinated Note at B
AIR CANADA: Machinists Union Members Ratify Collective Agreement

AIR CANADA: Clinches 1st Renegotiated Lease Terms with GATX Cap.
AMAZON.COM: Will Webcast Q2 Earnings Conference Call on July 22
AMR CORP: S&P Ratchets Ratings Up a Notch to B- from Junk Level
ARCH WIRELESS: Trading on OTCBB Under New Symbol AWIAV
ARMSTRONG: AWI Wins Nod to Expand American Appraisal Engagement

ASIA GLOBAL CROSSING: Court Okays Conversion to Chapter 7
BASIS100: Sells Canadian Lending Solutions to FiLogix for $16M
CENTENNIAL COMMS: Closes Note Offering & Credit Pact Amendment
CENTRAL EUROPEAN MEDIA: Will Redeem All Outstanding Senior Notes
CONSECO INC: Kroll Tapped to Render Investigative Services

CORRECTIONS CORP: Board Declares Preferred Cash Dividend
COVANTA ENERGY: Intends to Amend Union County Contracts
DIRECTV: Has Until August 15 to Make Lease-Related Decisions
DOUBLECLICK: Proposed $135-Mil. Convertible Notes Get B- Rating
D.R. HORTON: Elects Michael Buchanan as New Independent Director

D.R. HORTON: Fitch Assigns BB+ Rating to $100MM Sen. Debt Issue
ENRON CORP: ArcLight Pitches $6-Mill. Winning Bid for Contracts
ENRON: Acquisition III Corp.'s Chapter 11 Case Summary
ENRON: Brazil Power Holdings' Voluntary Ch. 11 Case Summary
ENRON: EFS IV, Inc.'s Voluntary Chapter 11 Case Summary

ENRON: EFS VIII, Inc.'s Voluntary Chapter 11 Case Summary
ENRON: EFS XIII, Inc.'s Voluntary Chapter 11 Case Summary
ENRON: Enron do Brazil Hldgs' Voluntary Ch. 11 Case Summary
ENRON: Renewable Energy Corp.'s Chapter 11 Case Summary
ENRON: Superior Construction's Voluntary Ch. 11 Case Summary

ENRON: Wind Lake Benton's Chapter 11 Case Summary
ENRON: Wind Storm Lake II's Voluntary Chap. 11 Case Summary
FAIRPOINT COMMS: Agrees to Acquire Berkshire Telephone Corp.
FASTNET CORP: Commences Trading on OTCBB Effective June 23, 2003
FELCOR LODGING: Arranges New $200 Million Secured Debt Facility

FLEMING: Earns Blessing to Hire McAfee & Taft as Special Counsel
FOCAL COMMS: Delaware Court Confirms Plan of Reorganization
FRONTLINE COMMS: Board Declares No Preferred Dividend Payment
FRUIT OF THE LOOM: Has Until April 30, 2004 to Challenge Claims
GENCORP INC: Will Host Q2 Analyst Conference Call on Thursday

GENTEK INC: Has Until Sept. 30 to Make Lease-Related Decisions
GLOBAL CROSSING: Exclusivity Hearing to Continue Tomorrow
GOLF TRUST OF AMERICA: Retires Obligations Under Credit Pact
GOLFGEAR INT'L: Chris Holiday Resigns as SVP, Sales & Marketing
HOST MARRIOTT: Preparing Preferred Share Dividend Distribution

JACUZZI BRANDS: Fitch Rates Proposed Senior Secured Notes at B
JACUZZI BRANDS: S&P Assigns B Rating to $370MM Sr. Secured Notes
JACUZZI BRANDS: Provides Financial Guidance for Fiscal 2003
KAISER ALUMINUM: Inks MOU with Ghana Gov't on Valco Operations
KENTUCKY ELECTRIC: Enters LOI to Sell All Assets to KES Holdings

KMART CORP: Wants Court to Allow $438 Mil. of Class 5 Claims
LAIDLAW INC: Emerges from Chapter 11 Reorganization Proceedings
LARRY'S STANDARD BRAND: Gets Interim Nod to Use Cash Collateral
LASERSIGHT: Begins Talks to Amend Defaulted GE Healthcare Loan
LB COMMERCIAL: S&P Takes Rating Actions on Series 1995-C2 Notes

MAGELLAN HEALTH: Court Approves Deutsche Bank Exit Financing
MCSI INC: Taps Whiteford Taylor as Bankruptcy Counsel
MDC HOLDINGS: Names Luis Solis to Lead National Purchasing Team
METALS USA: Names Robert McCluskey President Flat Rolled Group
MIRANT: Amends Solicitation of Acceptances for Prepackaged Plan

NAT'L BENEVOLENT: Fitch Keeps BB- Bond Rating on Watch Negative
NATL CENTURY: Baltimore Cash Collateral Pact Extended to Jul 11
NIMBUS GROUP: Has Until August 8 to Meet AMEX Listing Standards
NORTHWEST BIOTHERAPEUTICS: Secures Fresh Capital & Cuts Expenses
NRG ENERGY: Power Marketing Unit Wants to Reject CL&P Agreement

ORBITAL SCIENCES: Commences Cash Tender Offer for 12% Notes
PANGEO PHARMA: Ability to Continue Operations Still Uncertain
PARAGON TRADE: Weyerhaeuser Will Seek Review of Court Decision
PARAGON TRADE: Weyerhaeuser Request for Reconsideration Nixed
PERKINELMER INC: Intends to Redeem Zero Coupon Conv. Debentures

PHILIP SERVICES: Turns to Jefferies & Co. for Financial Advice
PLAYTEX PRODUCTS: S&P Keeps Low-B Ratings on Watch Developing
PRECISE IMPORTS: Wants to Honor & Pay Critical Vendor's Claim
PRIME RETAIL: Annual Shareholders Meeting Adjourned Until Monday
RELIANCE GROUP: 7th Exclusivity Extension Hearing Set for July 9

RELIANT RESOURCES: S&P Rates Senior Sec. & Sub. Notes at B/CCC+
SASKATCHEWAN WHEAT: Noteholders Converting Debt for Equity
SEMCO ENERGY: Lower Cash Flow Prompts S&P to Cut Rating to BB
SLATER STEEL: Hires RBC Capital Markets as Investment Bankers
SLATER STEEL: Seeks Nod to Employ Ordinary Course Professionals

SOLECTRON: Fitch Maintains Low-B Ratings on Watch Negative
SOLECTRON CORP: S&P Concerned about Bank Covenant Violation
SPIEGEL GROUP: Urges Court to Approve Liquidation Plan for FCNB
STILLWATER MINING: S&P Raises Rating over Norilsk Deal Approval
SWEETHEART HLDGS: S&P Raises Corp. Credit Rating to CCC+ from SD

SYMPHONIX DEVICES: Shareholders Approve Dissolution & Asset Sale
TENNECO AUTOMOTIVE: Closes $350MM Senior Secured Notes Offering
UNITED AIRLINES: Atlantic Coast Demands $15.8MM Claim Payment
US AIRWAYS: Bank One & Fleet Pressing for Admin. Expense Payment
U.S. ENERGY: Selling Certain Assets to The Cactus Group for $3MM

VICWEST CORP: Files Proposed CCAA Plan in Ontario Court
WEIRTON STEEL: Court Approves Retirees' Committee Appointment
WESTPOINT STEVENS: Employing Ordinary Course Professionals
WORLDCOM: Wants Nod to Proceed with Intercompany Asset Transfer
XEROX: Fitch Raises Senior Unsecured Debt Rating One Notch to BB

* Large Companies with Insolvent Balance Sheets

                          *********

360NETWORKS: US Unit & Panel Sue U.S. Relocation to Recoup $1.8M
----------------------------------------------------------------
Brenda F. Szydlo, Esq., at Sidley Austin Brown & Wood LLP, in
New York, relates that on or within 90 days prior to the Petition
Date, 360networks (USA) inc. made six preferential transfers to or
for the benefit of U.S. Relocation Services, Inc. totaling
$1,863,014.

On March 26, 2002, the Debtors demanded U.S. Relocation return the
money.  U.S. Relocation declined.

Ms. Szydlo tells the Court that:

   (a) each of the Transfers was made to Relocation for or on
       account of an antecedent debt the Debtors owed
       before each Transfer was made;

   (b) Relocation was a creditor at the time of the Transfers;

   (c) the Transfers were made while 360 was insolvent;
       and

   (d) by reason of the Transfers, Relocation was able to
       receive more than it would otherwise receive if:

       -- these Cases were cases under Chapter 7 of the
          Bankruptcy Code;

       -- the Transfers had not been made; and

       -- Relocation received payment of the debts in a
          Chapter 7 proceeding in the manner the Bankruptcy
          Code specified.

By this complaint, 360 USA and the Official Committee of Unsecured
Creditors seek a Court judgment:

   (a) pursuant to Section 547 of the Bankruptcy Code, declaring
       that the Transfers be and are avoided;

   (b) pursuant to Section 547, declaring that Relocation pay at
       least $1,863,014, plus interest from the date of the
       Debtors' Demand Letter as permitted by law;

   (c) pursuant to Section 550, declaring that Relocation pay
       at least $1,863,014, plus interest from the date of the
       Demand Letter as permitted by law;

   (d) pursuant to Section 502(d), providing that any and all of
       Relocation's claims against the Debtors will be
       disallowed until it repays in full the Transfers, plus
       all applicable interest; and

   (e) awarding the Committee and 360 USA all costs, reasonable
       attorneys' fees and interest.
       (360 Bankruptcy News, Issue No. 50; Bankruptcy Creditors'
       Service, Inc., 609/392-0900)


ABRAXAS PETROLEUM: Extends Exchange Offer for 11.5% Senior Notes
----------------------------------------------------------------
Abraxas Petroleum Corporation's (AMEX:ABP) exchange offer for its
11-1/2% Senior Notes due 2007, Series A -- which commenced on
April 23, 2003 -- has extended its expiration date until 5:00
P.M., New York City time, today, unless the Offer is extended.

As of the close of business on June 19, 2003, $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.


ADELPHIA COMMS: Names Brad Sonnenberg EVP and General Counsel
-------------------------------------------------------------
Adelphia Communications Corporation (OTC: ADELQ) has named Brad
Sonnenberg, Senior Vice President and General Counsel of Covad
Communications Group, as Executive Vice President and General
Counsel of Adelphia, effective at the end of July.  Mr. Sonnenberg
will report to William T. Schleyer, Adelphia Chairman and Chief
Executive Officer.

Mr. Sonnenberg has more than twenty years of law experience. He
played a leading role in managing Covad's successful emergence
from Chapter 11 reorganization in 2001.

In his new position, Mr. Sonnenberg will oversee all legal,
regulatory and government affairs activities at Adelphia,
including the Company's important ongoing relations with its 3,200
local franchise authorities.

In announcing the appointment, Mr. Schleyer said, "Brad is a
proven leader who brings a wealth of knowledge to Adelphia. His
government experience, restructuring expertise and understanding
of the broadband industry make him an ideal leader for Adelphia's
legal team."

Mr. Sonnenberg said, "I'm looking forward to working with
Adelphia's new management team to advance its effort to
successfully rebuild and restructure the Company."

Most recently, Mr. Sonnenberg has served as senior vice president
and general counsel at Covad Communications Group, where he played
a lead role in that company's bankruptcy restructuring. Prior to
joining Covad in 1999, he served as assistant U.S. attorney in the
U.S. Attorney's office in Los Angeles in prosecuting white-collar
crime. He was also an assistant state attorney with the Florida
State Attorney's office in Miami from 1986 to 1990.

Mr. Sonnenberg started his legal career at Debevoise & Plimpton in
New York. He received his law degree from The Law School at
University of Chicago in 1982 and his bachelor's degree in
economics from Wesleyan University in 1977.

Adelphia Communications Corporation is the fifth-largest cable
television company in the country. It serves 3,500 communities in
32 states and Puerto Rico, and offers analog and digital cable
services, high-speed Internet access (Adelphia Power Link), and
other advanced services.

Adelphia Communications' 10.875% bonds due 2010 (ADEL10USR1) are
trading at about 60 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ADEL10USR1for
real-time bond pricing.


ADVANCED MEDICAL: Fitch Rates Conv. Sr. Subordinated Note at B
--------------------------------------------------------------
Fitch Ratings has assigned a credit rating of 'B' to Advanced
Medical Optics Inc.'s proposed $125 million convertible senior
subordinated notes offering and affirmed a rating of 'BB-' to the
company's amended senior secured credit facility. The ratings
apply to approximately $250 million of bank debt and securities.
The Rating Outlook is Stable.

On June 18, 2003, AMO announced an amendment of its $135 million
senior secured credit facility to provide for a $100 million
revolving credit facility maturing on June 30, 2007. In addition,
the company proposed a private offering of $125 million in
convertible senior subordinated notes, with up to an additional
issuance of $15 million at the discretion of the purchaser. The
notes will rank pari passu with currently outstanding unsecured
senior subordinated debt. AMO intends to use a portion of the
proceeds for the repurchase of up to $75 million of outstanding
unsecured senior subordinated debt (9 ?%, due 2010) through a
modified Dutch auction.

One of Fitch's main concerns regarding AMO's viability as an
independent entity has been somewhat mitigated by the refinancing
transactions. The company has successfully leveraged banking
relationships initiated with Allergan's assistance, and
established a financial history through rapid debt reduction of
the secured facility, which has led to the recent refinancing
transactions shifting the capital structure to more favorable
terms and less restrictive covenants. AMO continues to improve
leverage since the June 2002 spin-out from Allergan. Leverage as
defined by total debt-to-EBITDA dropped to 3.1 times (x) for the
last twelve months at the end of the first quarter of 2003.
Leverage is expected to remain consistent with the current rating
category after the completion of the refinancing transactions. The
company has moderate, but improved liquidity with expanded
capacity under the revolving credit facility and approximately $56
million of cash and equivalents at the end of the first quarter.

Additionally, Fitch anticipates that acceleration of AMO
independence from Allergan transitional contracts may occur in the
intermediate-term through increased capital spending directed to
increasing R&D and manufacturing capacity. The rating also
reflects the challenge of achieving top-line revenue growth from
the flat to low growth surgical business and from the commodity-
like consumer contact lens care market, offset in part by moderate
cash flows and strong niche market share positions. Fitch expects
that the decline in the peroxide business affecting Eye Care
products revenues and earnings, may be offset by growth of the
Complete brand of multi-purpose solutions, anticipated to be
bolstered by more focused U.S salesforce efforts. Interest
coverage (EBITDA-to-interest incurred) was 4.5x for the trailing
twelve months at the end of the first quarter of 2003.

Positive rating action would be warranted by faster-than-expected
debt reduction, revenue and earnings growth from new products
(internally developed or in-licensed), or independence from
Allergan agreements. Conversely, an increase in leverage for a
larger-than-expected acquisition or the inability to offset
declining hydrogen peroxide Eye Care revenues and earnings with a
new source of revenues and earnings, would pressure AMO's credit
rating.

AMO is a leading competitor in intra-ocular lens (IOLs) used for
cataract treatment, which represented approximately 34% of total
company revenues in 2002. Future revenue growth is expected to be
achieved through the development of next generation IOLs and
improvements in minimally invasive eye care surgical products.
Revenues from the complete brand multi-purpose solutions
represented approximately 20% of total revenues in 2002. Fitch
anticipates that AMO will continue to extend the contact lens care
and ophthalmic surgical product offerings through an active R&D
program with particular emphasis placed on the surgical product
line.

The ratings were initiated by Fitch as a service to users of its
ratings and are based on public information.


AIR CANADA: Machinists Union Members Ratify Collective Agreement
----------------------------------------------------------------
Members of the International Association of Machinists and
Aerospace Workers have voted by a majority to ratify a new
collective agreement with Air Canada in an attempt to help save
the embattled airline.

The vote was conducted over the past two weeks amongst the 11,000
members, following a cross-Canada tour by union leaders to explain
details of the tentative agreement, reached on May 27, in the face
of bankruptcy of the airline.

IAMAW Canadian General Vice President Dave Ritchie said despite
the ratification by the Machinists Union members, the future of
the carrier is still uncertain.

"The process is not over," Ritchie said. "Air Canada still has a
number of outstanding issues to resolve with its creditors and
some other unions still have not ratified their tentative
agreements with the airline. We said from the beginning we wanted
to be part of the solution to Air Canada's problems. We've now
done our part; we can only hope others will do the same."

Ritchie also sharply criticized the Federal Liberal Government for
its "abysmal failure to deal with the crisis facing Canada's
flagship carrier. It is an absolute disgrace that the working
people of Canada have had to make enormous financial sacrifices to
help save the airline in the absence of any government
assistance."

He pointed to the United States where troubled carriers there have
benefited from massive federal government assistance.

The agreement means members will:

- give up a 2.5% wage increase for 2003 and 2004;

- provide Air Canada with a 1.5% reduction on wages only, to be
  reopened after three years (wage negotiations on the re-opened
  contract will be subject to binding arbitration);

- take a reduction in overtime premiums: double time to be paid at
  a rate of 1.5;

- give up a paid lunch break;

- relinquish all shift premiums;

- allow increased part-time work across the system with
  flexibility in the use of part time workers;

- allow a reduction of sick days from 12 to six.

It also means an anticipated reduction in the workforce by 1,399
IAMAW members.

Ritchie said the one salvation is that pensions are secured under
the agreement. "Our union recognized this as the major issue we
couldn't yield on, and to their credit, so did the other unions at
Air Canada. We worked together to make sure pensions were
protected. On that issue, our members, including our retirees, can
rest easy tonight," he concluded.


AIR CANADA: Clinches 1st Renegotiated Lease Terms with GATX Cap.
----------------------------------------------------------------
Air Canada provides the following update on the airline's
restructuring under the Companies' Creditors Arrangement Act:

                    Negotiations with Lessors

Air Canada has completed the first renegotiation of lease terms
with one of its aircraft lessors on three Airbus A-321 aircraft.
The lessor, GATX Capital, has agreed to rates and terms consistent
with Air Canada's restructuring business plan.

Accordingly, Air Canada will now resume lease payments to GATX
under these revised terms.

"A core element of the successful restructuring of Air Canada
requires a reduction in existing aircraft lease costs to reflect
current market rates. This first agreement with an aircraft lessor
moves us forward towards this objective," said Calin Rovinescu,
Chief Restructuring Officer. "Concessions from aircraft lessors
will build on the groundwork achieved with recent labor agreements
to realign the airline's cost structure allowing Air Canada to
compete profitably in a changed competitive landscape."

Air Canada and its financial advisors are involved in intensive
negotiations with aircraft lessors and lenders with a view to
revising aircraft lease arrangements consistent with current
market rates and the Company's restructuring business plan. The
Company will resume aircraft lease payments at restructured rates
as new agreements are reached.


AMAZON.COM: Will Webcast Q2 Earnings Conference Call on July 22
---------------------------------------------------------------
Amazon.com, Inc. (Nasdaq:AMZN) will webcast its second quarter
2003 financial results conference call on July 22, 2003, at 2:00
p.m. PT/5:00 p.m. ET.

The audio of this event will be webcast live and will be archived
at least through September 30, 2003, at http://www.amazon.com/ir

Amazon.com, a Fortune 500 company based in Seattle, opened on the
World Wide Web in July 1995 and today offers Earth's Biggest
Selection. Amazon.com seeks to be Earth's most customer-centric
company, where customers can find and discover anything they might
want to buy online, and endeavors to offer its customers the
lowest possible prices. Amazon.com and other sellers list millions
of unique new and used items in categories such as apparel and
accessories, electronics, computers, kitchenware and housewares,
books, music, DVDs, videos, cameras and photo items, toys, baby
items and baby registry, software, computer and video games, cell
phones and service, tools and hardware, magazine subscriptions and
outdoor living items.

Amazon.com, Inc.'s March 31, 2003 balance sheet shows a total
shareholders' equity deficit of about $1.3 billion.

DebtTraders says Amazon.com Inc.'s 6.875% bonds due 2010
(AMZN10USN1) are trading at about 66 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AMZN10USN1
for real-time bond pricing.


AMR CORP: S&P Ratchets Ratings Up a Notch to B- from Junk Level
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings of AMR Corp.
(B-/Negative/--) and subsidiary American Airlines Inc.,
(B-/Negative/--), including raising the corporate credit ratings
of each to 'B-' from 'CCC'.

The ratings were removed from CreditWatch, where they were placed
with developing implications on March 28, 2003. The outlook is
negative.

"The upgrade of AMR and American is based on expected earnings and
cash flow improvement as a result of the April 2003 agreement with
labor groups on $1.8 billion of annual concessions over the next
five years," said Standard & Poor's credit analyst Philip
Baggaley. "AMR remains highly leveraged and vulnerable to any
further airline industry revenue deterioration, but near-term
liquidity is adequate, with about $1.45 billion of unrestricted
cash," the credit analyst continued.

The labor concessions and about $200 million of added concessions
from suppliers and private lessors and creditors should materially
improve American's operating cost structure, narrowing the
airline's losses and restoring modestly positive operating cash
flow over the next several quarters. Still, the airline continues
to face a weak revenue environment and AMR carries a consolidated
total of $22 billion of debt and leases plus $6 billion of
unfunded pension and retiree medical obligations, leaving the
companies' financial condition improved but still fragile.

The new labor contracts are expected to save $200 million in the
second quarter of 2003, $400 million in the third quarter, and
$450 million by the fourth quarter and thereafter. This is a
relatively rapid ramp-up in savings, made possible by the fact
that the wage cuts are more severe initially, then ease in later
years as savings from benefit reductions and revised work rules
take effect. In contrast to the wage concessions achieved at
competitor United Air Lines Inc., American's projected savings
do not factor in credit for avoiding future pay increases.
Instead, they measure savings from total labor costs as of early
2003.

The labor savings are in addition to an ongoing program to lower
other, nonlabor costs by $2 billion annually (for a total of
approximately $4 billion of financial improvements), compared with
pre-September 11, 2001, expenses. Management states that about
$900 million of these additional $2 billion of nonlabor savings
were already reflected in 2002 results, and acknowledges that cost
inflation will offset part of the expected future savings.

Liquidity has improved somewhat from the very constrained position
during the final labor negotiations in April 2003, aided by the
$360 million federal security expense refund in May, but remains
no better than adequate. Unrestricted cash is currently about
$1.45 billion, which is nevertheless well below $1.9 billion at
Dec. 31, 2002. Cash losses have rapidly narrowed and should reach
modest positive levels later this year. AMR will receive about
$200 million for the sale of its stake in WorldSpan LLC and is
pursuing other liquidity initiatives.

Current maturities of long-term debt and capital leases were about
$800 million as of March 31, 2003. AMR also has significant
minimum cash pension funding commitments: $200 million in 2003
(partly funded already) and between $500 million and $1 billion in
2004.

AMR's financial turnaround depends partly on an expected gradual
improvement in airline industry revenues, but a further setback
caused by terrorism or other events could place renewed pressure
on liquidity and prompt a downgrade.


ARCH WIRELESS: Trading on OTCBB Under New Symbol AWIAV
------------------------------------------------------
Arch Wireless, Inc. (OTC Bulletin Board: AWIAV; BSE: AWL), a
leading wireless messaging and mobile information company, has
been assigned a new trading symbol by Nasdaq as a result of the
imposition of new transfer restrictions on its common stock.
Effective June 18, 2003, and for an interim period during which
certificates representing former shares of common stock will be
exchanged for certificates of the new Class A common stock, Arch's
Class A common stock will trade on the OTC Bulletin Board under
the new symbol AWIAV.  The former trading symbol for Arch's common
stock on the OTCBB was AWIN.

In addition, once the exchange of certificates has been completed,
the trading symbol for Arch's Class A common stock (AWIAV) is
expected to change again, this time to AWINA.  Arch's Class A
common stock also trades on the Boston Stock Exchange under the
symbol AWL, the same symbol under which Arch's former common stock
traded.

As previously announced, the new transfer restrictions, which were
approved by Arch's stockholders on June 12, were imposed by
merging Arch with a wholly owned subsidiary and converting each
share of Arch's outstanding common stock into the right to receive
one share of a new class of stock called Class A common stock.

Arch Wireless, Inc., headquartered in Westborough, Mass., and
whose March 31, 2003 balance sheet shows a working capital deficit
of about $6 million, is a leading wireless messaging and mobile
information company with operations throughout the United States.
The company offers a full range of wireless messaging services to
business and consumers nationwide, including paging, two-way
wireless e-mail and messaging and mobile data solutions for the
enterprise. Arch provides wireless services to customers in all 50
states, the District of Columbia, Puerto Rico, Canada, Mexico and
in the Caribbean principally through its nationwide sales force,
as well as through resellers, retailers and other strategic
partners.  Additional information on Arch Wireless is available on
the Internet at http://www.arch.com


ARMSTRONG: AWI Wins Nod to Expand American Appraisal Engagement
---------------------------------------------------------------
Armstrong World Industries obtained permission from the Court to
expand the scope of American Appraisal Associates' employment.

                         Backgrounder

To comply with its financial reporting requirements for fresh
start accounting in accordance with SOP 90-7, Financial Reporting
by Entities in Reorganization under the Bankruptcy Code, Armstrong
World Industries must conduct valuation studies on additional
domestic and international real and personal leased property not
included in American Appraisal Associates, Inc.'s initial
engagement.

AAA was initially engaged to perform an independent valuation to
adjust the corporate books prepared by United States' Generally
Accepted Accounting Principles to reflect the fair value of AWI's
acquired tangible and intangible assets for the purposes of
performing "fresh start" accounting required to be performed by
AWI upon its emergence from Chapter 11.

As a result of AAA's valuation findings during Phase 1 of the
engagement, AWI determined that a broader sampling of valuation
studies, including certain AWI facilities that are more unique in
nature -- i.e., metal ceilings and carpet plants -- is warranted
to ensure a more reliable valuation.

Moreover, AWI must perform valuation studies of its personal
property to ascertain certain costs to assist its insurance/risk
management procedures.  Current insurance procedures estimate the
value of AWI's personal property based upon decades-old indices.
A more accurate insurable value of AWI's assets can be obtained by
extending AAA's work to include preparing current estimates of
value that can be used for insurance and risk management purposes.

The supplemental valuation services may include providing AWI
with:

         (i) additional independent valuation reports for certain
             AWI domestic and international sites not included in
             the initial engagement, and

        (ii) an independent valuation of CRN of AWI's buildings,
             equipment, fixtures and other personal property
             assets currently in use and included with AAA's
             fresh start accounting appraisal to assist AWI with
             its insurance and risk management procedures.

AAA's fees for the completion of this expanded engagement are
estimated to be between $130,000 to $150,000 plus expenses,
bringing the total amended fee for completion of Phase II
valuation services between $540,000 to $560,000, plus expenses.
AAA's fees are not contingent on the outcome of its valuation of
AWI's assets. (Armstrong Bankruptcy News, Issue No. 42; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ASIA GLOBAL CROSSING: Court Okays Conversion to Chapter 7
---------------------------------------------------------
The Official Committee of Unsecured Creditors of the Asia Global
Crossing Debtors asks the Court to convert these Chapter 11 Cases
to cases under Chapter 7 pursuant to Section 1112(b) of the
Bankruptcy Code or in the alternative, to appoint a trustee
pursuant to Section 1104(a) of the Bankruptcy Code.

Evan D. Flaschen, Esq., at Bingham McCutchen LLP, in Hartford,
Connecticut, tells the Court that the Debtors' management and
counsel have breached one of the most fundamental aspects of their
fiduciary duties to this estate, to the creditors and to this
Court.  Management entered into lucrative consulting agreements
with the buyer of the Debtors' assets but did not publicly
disclose the terms of those agreements until three months later.
Even then, disclosure was only at the insistence of the United
States Trustee after an attempt by the Debtors' counsel to make
"confidential" disclosure to the U.S. Trustee in the context of
forthcoming objections from the Committee to management's
substantial asserted proofs of claim and administrative expenses.
In the light of public disclosure, the terms of the consulting
agreements are not pretty to behold.

The Debtors' proposed Plan of Reorganization provides the
liquidation of these Chapter 11 estates via a Liquidating Trust
managed by a Liquidating Trustee.  This will require the approval
of the Disclosure Statement and the Plan in the face of
substantial objections, the consent of the requisite majority of
the Debtors' unsecured creditors, and the substantial expense and
delay of litigating the Disclosure Statement and Plan objections
and of noticing and soliciting votes on the Plan.

Mr. Flaschen contends that the Debtors' failure to make timely
public disclosure of the terms of their consulting agreements
constitutes fraud and dishonesty per se and mandates the
appointment of a Chapter 11 trustee pursuant to the express
language of Section 1104(a) of the Bankruptcy Code.  The
continuing loss and diminution to the estate in the absence of any
likelihood of rehabilitation constitutes cause for the conversion
to Chapter 7 pursuant to Section 1112(b)(1) of the Bankruptcy
Code.  With both these remedies available, the Committee submits
that conversion to Chapter 7, with its attendant appointment of a
Chapter 7 trustee, best accomplishes the twin objectives of:

    a) removing management and appointing a trustee for cause; and

    b) minimizing the continuing loss and diminution to the
       estate.

After comparing the cash on hand in the estates, the amount of
cash that Asia Netcom was willing to leave behind, and the
estimated recoveries for creditors with and without the Asia
Netcom Transaction, the Committee concluded that the estates would
be better off if they simply liquidated and distributed their
cash.  In the Committee's view, the Debtors' liquidation value was
greater than the value realizable in the Asia Netcom Transaction.

Nevertheless, Mr. Flaschen states that the Debtors continued to
pursue the Asia Netcom Transaction aggressively, and on January
29, 2003, this Court approved the sale.  Following the Asia Netcom
Transaction, the only tangible assets remaining in the estates was
$89,800,000 in cash, which continues to be consumed on a daily
basis by the fees and expenses of the Debtors' four law firms and
the Committee's law firm and financial advisory firm, the expense
of the Disclosure Statement and Plan process, and the continuing
substantial salaries of management.

On March 8, 2003, which was conveniently only two days before the
Closing Date but well after the Asia Netcom Transaction was
approved by the Court, the Debtors' counsel called the Committee
counsel.  The Debtors' counsel indicated that, as a confidential
matter, Messrs. Jack Scanlon as Vice-Chairman and CEO, Charles
Carroll as General Counsel, and Stefan Riesenfeld as CFO had
finalized their consulting agreements with Asia Netcom.  After
requiring the Committee counsel to acknowledge that the disclosure
would be subject to the confidentiality agreement previously
signed by counsel, the Debtors' counsel disclosed the economic
terms of the Consulting Agreements.

According to Mr. Flaschen, the Debtors' counsel further indicated
that the Committee's counsel was unable to disclose the terms of
the Consulting Agreements to the Committee members unless the
members themselves individually signed confidentiality agreements.
This, the Committee members refused to do, both because they
considered it inappropriate and unnecessary given their
confidentiality obligations as Committee members and given that
the terms of the Consulting Agreements should not be a
confidential matter to begin with.  In fact, until the Debtors'
counsel sent his letter to the U.S. Trustee on May 28, the
Committee members were unaware of the specific terms of the
Consulting Agreements.  However, the Committee members were aware
of and consented to the Committee's professionals being
knowledgeable about the terms, as the terms were relevant to the
question of whether to object to the Officers' multi-million
administrative expense claims, multi-million general unsecured
claims, and receipt of substantial non-ordinary course bonuses and
debt forgiveness within the year prior to the Petition Date.

The economic terms of the Consulting Agreements are:

    a. For Mr. Scanlon, a $990,000 up-front lump sum cash
       "engagement fee" or one and a half times his annual salary
       from the Debtors, plus $82,500 a month, the same as his
       monthly salary from the Debtors, for 12 months, for
       consulting services;

    b. For Mr. Carroll, a $400,000 up-front lump sum cash
       "engagement fee", the same as his annual salary from the
       Debtors, plus $33,330 a month, the same as his monthly
       salary from the Debtors, for two months, for consulting
       services; and

    c. For Mr. Riesenfeld, a $368,000 up-front lump sum cash
       "engagement fee", the same as his annual salary from the
       Debtors, plus $30,630 a month, the same as his monthly
       salary from the Debtors, for two months, for consulting
       services.

All of the Consulting Agreement amounts payable to Messrs. Carroll
and Riesenfeld have already been paid in full and they continue to
receive their full salary and benefits from the Debtors.  Mr.
Scanlon has received his full $990,000 "engagement fee" and
several months worth of his monthly fees, while continuing to
receive his full salary and benefits from the Debtors.

On April 11, 2003, Mr. Flaschen reports that the Committee made a
proposal to the Officers as to a global settlement of the
Officers' Claims and Transfers.  Notwithstanding numerous follow-
up inquiries, the Officers did not respond to the proposal until
May 27 -- six weeks later and after two of the three Officers had
received payment in full under their Consulting Agreements.

The Committee believes that the Officers' counterproposal is
unacceptable and indicated an intention to object to and bring
avoidance actions in respect of the Officers' Claims and
Transfers.  In that context, the Committee indicated an intention
to obtain the Consulting Agreements via the normal discovery route
so that their terms could be publicly referred to in the context
of litigating the Committee's objections and adversary
proceedings.  In response, the Debtors' counsel sent a letter to
the Office of the United States Trustee on May 28, which informs
the U.S. Trustee, "[i]n an abundance of caution," as to the
existence and terms of the Consulting Agreements.  While theletter
referred to "a preliminary understanding" concerning unspecified
"future consulting services", the letter conspicuously omitted
that "AGX will disclose publicly these consulting arrangements as
soon as they are finalized."

Mr. Flaschen relates that the Committee's counsel was given a copy
of the letter, prompting a communication from the Committee
counsel to the Debtors' counsel to confirm that the Debtors had
now made public disclosure and, therefore, the Committee's
professionals were no longer bound to maintain the confidentiality
of the terms of the Consulting Agreements. However, the Debtors'
counsel expressed the view that, notwithstanding unqualified
disclosure to the U.S. Trustee, the Consulting Agreements were
still confidential and the Committee's professionals remained
bound by their confidentiality agreements and could not make any
disclosure.

Faced with this continuing dilemma, but now with the U.S. Trustee
at least being aware of the Consulting Agreements, the Committee's
counsel on May 29 sent a letter to the U.S. Trustee in response to
the Debtors' letter.  In response to the two letters, the U.S.
Trustee indicated to the Debtors that they really ought to make
public disclosure, which they did by "Notice of Disclosure" dated
June 2.

Mr. Flaschen alleges that the Debtors failed to disclose the
Consulting Agreements to the Court, the creditors and the public,
only finally making disclosure three months later under pressure
from the U.S. Trustee.  Aside from their fiduciary obligations to
do so in the context of a sale process, the Sale Motion obligated
the Debtors to make full disclosure.  Although the Committee's
counsel continually requested disclosure of the Consulting
Agreements, the Debtors consistently asserted the confidentiality
of the Consulting Agreements and expressed the view that the
Consulting Agreements could not be disclosed.

Mr. Flaschen insists that the Court and creditors clearly were
entitled to review the Consulting Agreements.  Creditors relied on
the Debtors and the Officers to maximize the value of the estates'
assets.  Lucrative consulting arrangements between the Debtors'
management and a prospective buyer are material and relevant
information that should have been known to creditors in their
analysis of the Asia Netcom Transaction.  The Debtors' failure to
disclose these material and relevant information requires the
appointment of a Chapter 11 trustee.  Moreover, the conduct of the
Debtors and the Officers falls within the penumbra of fiduciary
neglect and mandates the appointment of a trustee.

"The Debtors can only offer excuses and justifications, and can
only try to point the finger at someone else, for their failure to
make prompt public disclosure of the terms of the Consulting
Agreements, both as required by the law and as the Debtors
themselves represented to this Court and to the parties-in-
interest that they would do," Mr. Flaschen says.  "But at the end
of the day, there can be no excuse or justification for the fraud
in falsely representing that they would make prompt public
disclosure and their dishonesty in knowingly and intentionally
withholding prompt public disclosure in the face of a clear
fiduciary duty to make disclosure and Committee pressure to do
so."

                           Debtors Object

"Your Honor, we're here on the committee's motion to terminate the
debtors [sic] exclusivity period.  I wanted to start briefly and
say what this is not about. . . .  This is not about allegations
of management fraud, gross misconduct, incompetence; none of that.
There's no smoking gun here, there's no, 'oh my gosh, we should
get a trustee in here.'"

According to Richard F. Casher, Esq., at Kasowitz Benson Torres &
Friedman LLP, in New York, the statement was made to the
Bankruptcy Court by the Committee's counsel barely three weeks
before the Committee filed a motion that hurls, in the most vile
and contemptible manner, the very accusations about the Debtors'
senior management that the Committee's counsel advised this Court
did not exist a mere three weeks earlier.  What new discovery did
the Committee make during the course of those three short weeks to
prompt the Committee to reverse course, attack management with
charges of "fraud and dishonesty" and breach of fiduciary duty and
request the appointment of a trustee or, alternatively, the
conversion of these cases to Chapter 7?

Mr. Casher asserts that the factual record will show that no
discovery was made.  The factual record will show that, although
the fact of senior management's negotiations with Asia Netcom over
the Consulting Agreements was fully disclosed in motion papers
filed by the Debtors on the first day of these cases and the terms
of the agreements and the actual agreements themselves were shared
with the Committee's counsel nearly three months before the Motion
was filed, the Committee's counsel did not take exception to the
substance of management's consulting contracts with Asia Netcom or
the failure to publicly disclose them until the Committee's
counsel and senior management's counsel engaged in late May in
settlement discussions regarding management's proofs of claim.
The factual record will show that, until the Motion was filed, the
Committee actively participated in and affirmatively endorsed the
Chapter 11 liquidating plan process that it now contends is a
"complete waste of time and money."  In short, the factual record
will show that the Committee's accusations of "fraud and
dishonesty" and breach of fiduciary duty as bases for conversion
of the Chapter 11 cases or the appointment of a trustee are
contrived, recklessly false and pretexts for vengeful retribution
against senior management.

                           *     *     *

The Committee and the Debtors have had discussions with respect to
the allegations and both parties desire to resolve the dispute
without further litigation.

Specifically, the parties stipulate and agree that:

    1. The Debtors represent that:

          (i) they, and their counsel, disclosed the terms of the
              Consulting Agreements to the Committee's counsel at
              the earliest available opportunity after they were
              finalized, and

         (ii) their failure to publicly disclose the Consulting
              Agreements prior to June 2, 2003 was an honest
              oversight and an unintended mistake that caused
              no harm to their estates.

    2. The Committee accepts these representations and:

          (i) withdraws with prejudice those portions of the
              Committee Motion that refer to alleged fraud,
              dishonesty, mismanagement or breach of fiduciary
              duty by the Debtors, their management or their
              advisors, and

         (ii) agrees not to pursue, or encourage the pursuit of,
              any litigation relating to such provisions.

    3. The Committee continues to maintain that it is appropriate
       to convert these cases to cases under Chapter 7 of the
       Bankruptcy Code pursuant to those portions of the Committee
       Motion that allege "continuing loss to and diminution of
       the estate and absence of a reasonable likelihood of
       rehabilitation" within the provisions of Section 1112(b)(1)
       of the Bankruptcy Code.  In response, and without admitting
       any allegation in the Motion, the Debtors agree to convert,
       and do convert, these cases to cases under Chapter 7 of the
       Bankruptcy Code, effective as of the close of business on
       June 11, 2003, prevailing Eastern Time.

Pursuant to the parties' stipulation, Judge Bernstein orders the
conversion of these Chapter 11 cases to Chapter 7 of the
Bankruptcy Code effective June 11, 2003. (Global Crossing
Bankruptcy News, Issue No. 37; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

Asia Global Crossing's 13.375% bonds due 2010 (AGCX10USR1) are
trading at about 14 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AGCX10USR1for
real-time bond pricing.


BASIS100: Sells Canadian Lending Solutions to FiLogix for $16M
--------------------------------------------------------------
Basis100 (TSX:BAS), a business service provider for the mortgage
lending marketplace, has closed on the previously announced sale
of the Company's Canadian Lending Solutions business to FiLogix
Inc.

Under the terms of the transaction, FiLogix acquired substantially
all of the assets of the Company's CLS division as well as the
rights to Basis100's mortgage technology, including
MortgageBASE(TM), MortgageBASE Plus(TM), HomeBASE(TM),
ConsumerBASE(TM) and LenderBASE(TM). A separate agreement also
gives FiLogix exclusive usage rights to BasisXpress(TM) in the
Canadian market and non-exclusive rights to all areas outside of
Canada. The acquisition price was $16.6 million, including certain
adjustments.

"The sale of CLS to FiLogix benefits our clients, while at the
same time, drives value to our shareholders," said Joseph J.
Murin, President and Chief Executive Officer at Basis100. "The
FiLogix team has the knowledge and expertise necessary to discover
emerging technologies and the ability to implement them in the
Canadian marketplace - all for the benefit of our customers."

FiLogix Inc. is a privately owned, 100 percent Canadian owned-and-
operated company providing technology solutions for Canada's real
estate and mortgage-related industries.

Basis100 estimates that the net cash proceeds from the sale of CLS
will be approximately $15.6 million after deducting certain costs
related to the transaction. The Company intends to use the net
proceeds for the repayment and possible retirement of debt and the
optimization of the Company's capital structure. Basis100
previously announced that it will escrow $3.75 million from the
net proceeds to purchase up to $5 million principal amount of its
outstanding 6.00 percent convertible unsecured debentures due
December 30, 2006, at a bid price of $750 per $1,000 principal
amount of Debentures, subject to regulatory approval.

"The sale of CLS allows us to reduce expenses and strengthen our
balance sheet," said Murin. "It also allows us to continue the
strategic repositioning of Basis100 by allowing us to focus our
attention - and our resources - on the U.S. marketplace."

Basis100 is a major provider of automated property valuations in
the United States. From the mortgage origination channel through
to the pooling and trading of mortgage-backed securities on Wall
Street, Basis100 expects to play an increasingly greater role in
the U.S. mortgage market by connecting the investor to the
borrower.

"In 2003, we intend to generate 80 percent of our revenues from
the U.S. market," added Murin. "To meet this goal, we must
minimize expenses by the continued reorganization of our
infrastructure while maximizing long-term revenue opportunities.
In effect, we plan to streamline the overall operation to create a
more cohesive and blended organization to support our U.S.
strategy."

According to Murin, Basis100 processed orders on six million
distinct addresses and produced hits on approximately 70 percent
through its AVM business in 2002. With the Company's plan to
expand its automated product offering and offer a comprehensive
end-to-end solution, Basis100 expects to capture a portion of this
remaining 30 percent, thereby gaining incremental revenue from its
current client base.

Basis100 (TSX:BAS), whose March 31, 2003 balance sheet shows a
working capital deficit of about CDN$5 million, is a business
solutions provider that fuses mortgage processing knowledge and
experience with proprietary technology to deliver exceptional
services. The company's delivery platform defines industry-class
best execution strategies that streamline processes and creates
new value in the mortgage lending markets. For more information
about Basis100, visit http://www.Basis100.com


CENTENNIAL COMMS: Closes Note Offering & Credit Pact Amendment
--------------------------------------------------------------
Centennial Communications Corp. (NASDAQ: CYCL) has closed on its
previously announced offering of $500 million of 10-1/8% senior
unsecured notes due 2013 issued in a private placement
transaction. The senior notes are co-issued by Centennial
Communications Corp., and Centennial Cellular Operating Co., LLC
and guaranteed by Centennial Puerto Rico Operations Corp.

In addition, the Company has entered into an amendment to its
senior credit facility which provides the Company with additional
flexibility under the financial and other covenants in the credit
facility. Net proceeds of the notes offering were used to
permanently repay $300 million of the term loans under the
Company's senior credit facility and the balance of the net
proceeds were used to repay amounts outstanding under the
revolving portion of the senior credit facility and to pay fees
and expenses related to the transactions.

"I am very pleased that we were able to consummate this bank
amendment and ten-year financing transaction," said Michael J.
Small, chief executive officer. "I believe these transactions
provide a solid financial foundation for the profitable growth of
our U.S. Wireless and Caribbean businesses."

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

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.


CENTRAL EUROPEAN MEDIA: Will Redeem All Outstanding Senior Notes
----------------------------------------------------------------
Central European Media Enterprises Ltd., (Nasdaq: CETV) formally
notified the Trustees of its Senior Notes that CME will redeem all
of its Senior Notes one year early on August 15, 2003. CME has
made recent purchases of its Senior Notes for cash in the market.
The outstanding face amount of the Notes requiring redemption in
August is now USD 83,551,000 and EUR 52,803,000. CME has
sufficient US$ and euros to make this redemption.

CME also announced that it has repaid its $15 million loan from
Goldentree Asset Management and that this redemption took place on
May 29th, and did not require the issue of any additional
warrants. 348,000 warrants were issued in August 2002 as a partial
consideration for this loan facility.  CME recently filed a Form
S-3 to register these 348,000 warrants with the SEC.

CME also announced that it repaid on May 27th, 2003, its
outstanding loan of $9.4 million from Czech Sporitelna Bank.

After the Senior Notes are redeemed, the company will be debt-free
at a corporate level, with total debt of less than $15 million in
the operating subsidiaries and affiliates.

Central European Media Enterprises Ltd., with a total
shareholders' equity deficit of about $96 million as of
December 31, 2002, is a TV broadcasting company with leading
stations in four countries reaching an aggregate of approximately
71 million people.  The Company's television stations are located
in Romania (PRO TV, Acasa), Slovenia (POP TV, Kanal A), Slovakia
(Markiza TV) and Ukraine (Studio 1+1). CME is traded on the NASDAQ
under the ticker symbol "CETV". For additional information on CME
visit http://www.cetv-net.com


CONSECO FINANCE: Two Green Tree Units Join Liquidation Plan
-----------------------------------------------------------
Green Tree Residual Finance Corp. I and Green Tree Finance Corp.,
V -- two new debtors in Conseco Finance's on-going chapter 11
proceeding -- ask Judge Doyle to:

   1) direct that certain Executed Orders in the Conseco Holding
      Company Debtors' and the Conseco Finance Debtors' Cases
      apply to and be operative in their Chapter 11 Cases;

   2) authorize them to modify the list of Executed Orders;

   3) direct that the Disclosure Statement Order apply to them;
      and

   4) direct that they be deemed participants of the Finance
      Company Debtors' Liquidating Plan of Reorganization.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, relates that the
New Debtors are merely facilitating the CFN Sale Transaction. One
of the CFN Sale Agreement's closing conditions requires GTRFC I
and GTFC V to file voluntary Chapter 11 petitions before the Sale
Transaction closes.  The Executed Orders and the Disclosure
Statement Order must apply to the New Debtors for their Chapter 11
cases to expeditiously move forward to a successful conclusion.
Applying these Orders will eliminate the need for duplicative,
expensive and time-consuming filings. (Conseco Bankruptcy News,
Issue No. 26; Bankruptcy Creditors' Service, Inc., 609/392-0900)


CONSECO INC: Kroll Tapped to Render Investigative Services
----------------------------------------------------------
The Conseco Holding Company Debtors and the Official Committee of
Unsecured Creditors joint seek the Court's authority to employ and
retain Kroll Associates to assist with investigative and research
services in the Board of Directors' selection process, nunc pro
tunc to May 15, 2003.

Brad Eric Scheler, Esq., at Fried, Frank, Harris, Shriver &
Jacobson, says that the Holding Company Debtors and the Creditors'
Committee want Kroll to conduct customary background checks on the
proposed members of the New Board.  Kroll has considerable
experience in investigation and research services. Kroll's results
will be shared with the State Insurance Regulators that supervise
the Holding Company Debtors.

The investigation process will include:

    -- a search of Kroll's internal files;

    -- an electronic database research of public records;

    -- searches of local, national and industry media sources;

    -- a biographical verification;

    -- field investigations of past or pending civil and
       regulatory proceedings;

    -- field investigations of past or present allegations of
       criminal conduct;

    -- identification of past relationships with Company directors
       or senior management (past or present);

    -- identification of associations with insurance regulators or
       other insurers placed into supervision, conservatorship,
       receivership or increased oversight by any state insurance
       department;

    -- search for compliance with the Sarbanes-Oxley Act; and

    -- identification of past or current relationships with
       terrorist groups or individuals as described in the
       Patriot Act.

The current hourly rates of Kroll professionals are:

       Analysts                       $250
       Managing Directors              325
       Senior Managing Directors       375

Robert J. Viteretti, Senior Managing Director and New York Office
Chief at Kroll, expects the professional search fees for each
director to range between $20,000 and $25,000.  Kroll's fees will
not exceed $25,000 per director without prior approval from the
Holding Company Debtors and the Creditors' Committee.

Database usage fees will be included and are calculated by
multiplying the database rate times the number of minutes spent in
usage.  The current rate is $7 per minute. (Conseco Bankruptcy
News, Issue No. 26; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


CORRECTIONS CORP: Board Declares Preferred Cash Dividend
--------------------------------------------------------
Pursuant to the terms of the Company's Series A Preferred Stock,
Corrections Corporation of America's (NYSE: CXW) board of
directors has declared a cash divided on the shares of Series A
Preferred Stock for the period from April 1, 2003, through
June 30, 2003, payable on Tuesday, July 15, 2003, to the holders
of record of the Company's Series A Preferred Stock on Monday,
June 30, 2003. As a result of the board's declaration, the holders
of the Company's Series A Preferred Stock will be entitled to
receive $0.50 for every share of Series A Preferred Stock they
hold on the record date.  The dividend is based on a dividend rate
of 8% per annum of the stock's stated value of $25.00 per share.

Pursuant to the Company's previously disclosed intention to redeem
4,000,000 shares of the Series A Preferred Stock, effective
June 6, 2003, the Company redeemed such shares at a redemption
price equal to $25.00 per share plus accrued and unpaid dividends
to the redemption date. Consequently, these shares are no longer
deemed outstanding and no dividends will be paid with respect to
such shares on July 15, 2003, or at any other time in the future.
As a result of the redemption, there are currently 300,000 shares
of Series A Preferred Stock outstanding.

The cash dividend paid on the Series A Preferred Stock on July 15,
2003, as well as all future dividends, will generally be treatable
as a taxable dividend to the extent the Company has current or
accumulated earnings or profits.

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

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

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

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


COVANTA ENERGY: Intends to Amend Union County Contracts
-------------------------------------------------------
Covanta Energy Corporation and its debtor-affiliates ask the Court
to authorize Covanta Union, Inc., formerly known as Ogden Martin
Systems of Union, Inc., to amend existing contractual arrangements
and settle certain disputes with the Union County Utilities
Authority, related to Covanta Union's operation of waste-to-energy
facility located in Rahway, Union County, New Jersey.

Amendment of the existing contractual arrangements will facilitate
the Union County Utilities Authority's implementation of a solid
waste flow control program, including:

    (a) modifying the existing agreements between Covanta Union
        and the Authority to account for the impact of recent
        court decisions upon those agreements, and

    (b) executing a settlement agreement and a release waiver with
        the Union County Utilities Authority resolving disputes
        that have arisen between Covanta Union and the Authority
        regarding purported unpaid amounts owed to each other.

According to their existing contractual arrangement, the Union
County Utilities Authority leases the facility to Covanta Union
pursuant to a Facility Lease Agreement.  The arrangement also
describes that Covanta Union and the Authority are also parties to
a long-term Waste Disposal Agreement, which provides for the
disposal of solid waste delivered to the Authority by certain
municipalities located in the County and for which Covanta Union
is entitled to payment from the Authority.

Vincent E. Lazar, Esq., at Jenner & Block, LLC, in Chicago,
Illinois, relates that Covanta Union and the Authority are also
parties to a Residue Disposal Agreement, which provides for the
disposal of residue generated by the Facility at a landfill
located in Pennsylvania.

Pursuant to a Limited Deficiency Agreement by and between Union
County and the Authority, the County has agreed to make certain
payment to Covanta Union to the extent that the Authority is
unable to pay certain amounts due under the Waste Disposal
Agreement.  Furthermore, the Authority's expected source of
payment for debt service on certain of its EIC Bonds was
statutorily unauthorized as a result of a decision by the New
Jersey Supreme Court.

To replace the revenues, the Authority developed the Waste
Program and submitted documents to the New Jersey Department of
Environmental Protection.  According to Mr. Lazar, the documents
are necessary for an amendment to the Union County District Solid
Waste Management Plan.  It sets forth charges for waste disposal
under the Waste Program, which will ultimately be used to pay the
Authority's debt service on the bonds.

Other disputes that have arisen between Covanta Union and the
Union County Utilities Authority are:

    (a) Covanta Union's ability to compete for the disposal of
        pharmaceutical waste generated within and outside of Union
        County;

    (b) the amount of the Shortfall Amount and the Shortfall
        Amount owed to Covanta Union by the Authority under the
        Waste Disposal Agreement;

    (c) whether certain other payments are required to be made to
        each other under the Residue Disposal Agreement; and

    (d) inflation adjustments to the Service Charges under the
        Waste Disposal Agreement.

Negotiations between the Covanta Union and the Authority resulted
to these proposed amendments of the Waste Disposal Agreement:

A. The provision of a waiver by Covanta Union to the Authority
    that allows the Authority to proceed with the Waste Program;

B. The resolution of certain disputes that have arisen between
    Covanta Union and the Authority, through the execution of a
    settlement agreement and a release and waiver with respect to
    the disputes:

    (a) Under the Water Disposal Agreement:

        -- the amount of any unpaid Shortfall Amounts payable by
           the Authority pursuant to the Waste Disposal Agreement
           with respect to shortfalls arising in respect of
           deliveries or non-deliveries under the Waste Disposal
           Agreement by or on behalf of the Authority occurring
           prior to June 1, 2002;

        -- the amounts payable by Covanta Union or the Authority
           to each other as a result of the erroneous
           calculations of Base Service Charge in effect prior to
           January 1, 2003; and

        -- the amounts payable by Covanta Union or the Authority
           to each other for monthly payments made and received
           based on tonnage estimates and year-end adjustments
           for the years ending December 31, 1998 through
           December 31, 2002; and

    (b) Under the Residue Disposal Agreement, all prior claims
        with certain specified exceptions; and

C. The amendment of the Waste Disposal Agreement -- the First
    Amendment to Waste Disposal Agreement -- which will:

    (a) grant Covanta Union the authority to reject deliveries
        of waste that are in excess of 260,000 tons on an annual
        basis and to accept deliveries of Excess Waste at higher
        rates;

    (b) grant Covanta Union the ability to compete for the
        disposal of pharmaceutical waste generated within and
        outside of Union County;

    (c) modify the Waste Disposal Agreement to cause it to conform
        to the provisions of the Waste Program; and

    (d) clarify the Service Charges for Covanta Union's acceptance
        of Excess Waste.

Mr. Lazar clarifies that the proposed amendment to the Waste
Disposal Agreement does not constitute an assumption or rejection
of the Waste Disposal Agreement.  It also does not prejudice or
affect the parties' rights.  Furthermore, Covanta Union and the
Authority have also agreed that no administrative priority claims,
as defined by the Bankruptcy Code, will arise or be created as a
result of the proposed amendments and the execution of its related
documents.

Mr. Lazar argues that the Court should approve the amendment
because it provides a significant, positive financial impact for
the Debtors in these respects:

    (a) Pursuant to the Settlement Agreement, the Authority will
        pay Covanta Union $500,000 upon satisfaction of certain
        conditions precedent in the Settlement Agreement;

    (b) Pursuant to the Release and Waiver, the Authority will
        also irrevocably withdraw, rescind and waive all rights
        and claims in connection with matters identified,
        referenced or contemplated by its proofs of claim for
        $2,012,485 filed in connection with the Debtors' Chapter
        11 bankruptcy proceedings;

    (c) Under the First Amendment to Waste Disposal Agreement,
        Covanta Union:

        -- will be able to market an additional 40,000 to 50,000
           tons of Facility capacity at market-rates that would
           otherwise be paid by the Authority absent the
           authority; and

        -- will be permitted to compete for the disposal of
           pharmaceutical waste generated within and outside of
           Union County, which will allow Covanta Union to recover
           high premiums for the waste; and

    (d) Pursuant to the Settlement Agreement and the Release and
        Waiver, certain past disputes between Covanta Union and
        the Authority will be waived.

Moreover, Mr. Lazar asserts, the proposed transaction mitigates
the economic hardship and uncertainty regarding the future of the
Facility's operation created by the New Jersey Supreme Court's
decision, and creates a framework that permits the parties to
continue their business relationship and the operation of the
Facility. (Covanta Bankruptcy News, Issue No. 30; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


DIRECTV: Has Until August 15 to Make Lease-Related Decisions
------------------------------------------------------------
DirecTV Latin America, LLC obtained an extension of the deadline
by which it is required by Section 365(d)(4) to assume or reject
its Unexpired Leases up to and including August 15, 2003.

DirecTV Latin America, LLC is a party to two unexpired non-
residential real property leases in Fort Lauderdale, Florida:

   Lessor              Location                     Use
   ------              --------                     ---
   CB Richard Ellis    2400 East Commercial Blvd.   Corp. office

   Iron Mountain       New Town Commercial Center   warehouse
(DirecTV Latin America Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


DOUBLECLICK: Proposed $135-Mil. Convertible Notes Get B- Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
DoubleClick Inc.'s proposed $135 million convertible subordinated
notes due 2023.

"The convertible subordinated notes were rated one notch below the
corporate credit rating given its ample cash balances, moderate
levels of obligations that rank ahead of the subordinated debt,
and Standard & Poor's expectation that the company is unlikely to
increase its priority obligations in the intermediate term," said
credit analyst Andy Liu. Net proceeds will be used to repay
existing debt. New York, New York-based DoubleClick had $154.8
million of debt outstanding on March 31, 2003.

At the same time, Standard & Poor's revised its outlook on the
ratings to stable from negative. The outlook revision reflects the
company's improvement in profitability and discretionary cash
flow. All existing ratings are affirmed.

The ratings on DoubleClick weigh the effects of online ad demand,
the weak economic environment and slow adoption of the Internet as
an advertising medium. These factors are only partially mitigated
by the company leading market share in its various niche markets
and its good cash balances, which provide some cushion amid a
challenging revenue environment.

DoubleClick is a leading technology provider for advertisers, web
publishers, and direct marketers to plan, execute and analyze
their online marketing programs. The company's recent entry into
the e-mail serving market enables the company to offer a more
complete suite of services to existing and potential clients. The
divestiture of the media unit was completed during the second half
of 2002.

The stable outlook reflects sufficient progress with cost
reductions, profitability measures, and discretionary cash flow
generation to improve the company's business and financial
sustainability. Longer-term upgrade potential is dependent on
broad online advertising adoption, ad demand recovery, and the
extent to which DoubleClick benefits. However, meaningful erosion
of liquidity could renew pressure on ratings.


D.R. HORTON: Elects Michael Buchanan as New Independent Director
----------------------------------------------------------------
D.R. Horton, Inc. (NYSE: DHI) announced that Michael R. Buchanan
will join its Board of Directors as an independent director
effective June 26, 2003.  Mr. Buchanan will also be a member of
the audit committee.

Mr. Buchanan has 31 years of commercial banking experience with
Bank of America and its predecessors, working with real estate and
homebuilding customers.  From 1990 to 1998, he was an executive
vice president of NationsBank.  After NationsBank merged with Bank
of America, Mr. Buchanan was a managing director and head of the
national real estate group until he retired in March 2002.  From
March 2002 through March 2003, he served as a senior advisor to
Banc of America Securities.

Donald R. Horton, Chairman of the Board, said, "We are pleased to
welcome Mike to our Board of Directors.  The Company will benefit
from his strong financial background and extensive knowledge of
the homebuilding industry."

Founded in 1978, D.R. Horton, Inc. is engaged in the construction
and sale of high quality homes designed principally for the entry-
level and first time move-up markets.  D.R. Horton currently
builds and sells homes under the D.R. Horton, Arappco, Cambridge,
Continental, Dietz-Crane, Dobson, Emerald, Melody, Milburn,
Schuler, SGS Communities, Stafford, Torrey, Trimark, and Western
Pacific names in 20 states and 44 markets, with a geographic
presence in the Midwest, Mid-Atlantic, Southeast, Southwest and
Western regions of the United States.  The Company also provides
mortgage financing and title services for homebuyers through its
mortgage and title subsidiaries.

For more information on the Company, visit http://www.DRHORTON.com

As reported in Troubled Company Reporter's April 17, 2003 edition,
Fitch Ratings assigned a 'BB+' rating to D.R. Horton, Inc.'s
(NYSE: DHI) $200 million 6.875% senior notes due May 1, 2013.
The Rating Outlook is Stable.

Ratings for D. R. Horton are based on the company's above average
growth during the recent economic expansion, execution of its
business model, steady capital structure and geographic and
product line diversity. The company has been an active
consolidator in the homebuilding industry which has kept debt
levels a bit higher than its peers. But management has also
exhibited an ability to quickly and successfully integrate its
many acquisitions. During fiscal 2002 the company completed its
largest acquisition in absolute size (Schuler Homes) and is
unlikely to make additional acquisitions during the balance of FY
2003. Risk factors include the inherent (although somewhat
tempered) cyclicality of the homebuilding industry. The ratings
also manifest the company's aggressive, yet controlled growth
strategy, moderate bias towards owned as opposed to optioned land
and its relatively heavy speculative building activity (which has
notably lessened of late).


D.R. HORTON: Fitch Assigns BB+ Rating to $100MM Sen. Debt Issue
---------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to D.R. Horton, Inc.'s
(NYSE: DHI) $100 million 5.875% senior notes due July 1, 2013. The
Rating Outlook is Stable. The issue will be ranked on a pari passu
basis with all other senior unsecured debt, including D.R.
Horton's $805 million unsecured bank credit facility. D.R. Horton
expects to use the proceeds from the new debt issue to call the
approximately $100 million outstanding principal amount of its 9%
senior notes due 2008. The new issue has more favorable rates and
attractive maturity relative to the debt it would replace. Fitch
remains comfortable with D.R. Horton's stated debt to capital
target of 49% or less by the end of fiscal year 2003.

Ratings for D. R. Horton are based on the company's above average
growth during the recent economic expansion, execution of its
business model, steady capital structure and geographic and
product line diversity. The company has been an active
consolidator in the homebuilding industry which has kept debt
levels a bit higher than its peers. But management has also
exhibited an ability to quickly and successfully integrate its
many acquisitions. During fiscal 2002 the company completed its
largest acquisition in absolute size (Schuler Homes) and is
unlikely to make additional acquisitions during the balance of FY
2003. Risk factors include the inherent (although somewhat
tempered) cyclicality of the homebuilding industry. The ratings
also manifest the company's aggressive, yet controlled growth
strategy, moderate historic bias towards owned as opposed to
optioned land and its relatively heavy speculative building
activity (which has notably lessened of late).

D.R. Horton has expanded EBITDA margins over the past several
years on healthy price increases, volume improvements and steady
operating expense ratios and has produced record levels of home
closings, orders and backlog in excess of expectations for this
unprecedented lengthy upswing in the housing cycle. The
homebuilding EBITDA margin increased from 9.5% in 1997 to 12.6% in
2001. The margin was 10.9% in 2002 and 11.5% for the twelve months
ending 3/31/03, taking into account the purchase accounting
associated with Schuler Homes which was acquired in February of
2002. Although the company has benefited from strong economic
conditions, a degree of margin enhancement is also attributable to
broadened new product offerings. In addition, margins have
benefited from purchasing, access to capital and other scale
economies that have been captured by the large national
homebuilders in relation to smaller builders. These economies,
greater geographic diversification (than in the past), consistency
of performance over an extended period of time, low cost operating
structure and a return-on-capital focus provide the framework to
soften the margin impact of declining market conditions when they
occur. During the past five years acquisitions have accounted for
half of D.R. Horton's growth. That pattern is expected to continue
in the future.

D.R. Horton's inventory consistently has been 1.6x to 1.8x
homebuilder debt. The company's inventory turns are a bit low
relative to its peers, reflecting some bias towards owned lots. As
of 3/31/03 50.3% of its 163,042 lot supply was owned with the
balance controlled through options. Total lots owned and
controlled represent a 5.0 year supply based on current production
rates and a 4.6 year supply based on management's public guidance
of 35,000 home deliveries forecast for fiscal 2003. Years supply
of lots is somewhat lower after taking into account internal
corporate growth prospects during the next twelve months.

The homebuilding debt-to-capital ratio pretty consistently
declined from 61.0% at the end of 1998 to 52.1% at the end of
fiscal 2002 (52.6% at 3/31/03). Homebuilding debt (net of
unrestricted cash) divided by total capital was 51.1% at the close
of the second quarter of fiscal 2003. The company's debt-to-EBITDA
ratio remains somewhat high relative to its peers. However, absent
major acquisitions and given high cash flow trends, D.R. Horton's
leverage ratios are likely to decline.


ENRON CORP: ArcLight Pitches $6-Mill. Winning Bid for Contracts
---------------------------------------------------------------
Enron Corporation and its debtor-affiliates inform Judge Gonzalez
that after conducting the Auction on May 5, 2003, they have
determined that the Winning Bidder for the Assets is ArcLight
Energy Partners Fund I, LP.  In its bid, ArcLight indicated that
the purchase agreement would be executed by a special purpose
subsidiary to be formed. Subsequently, on May 8, 2003, ENA entered
into a Purchase and Sale Agreement with ArcLight's subsidiary,
Split Rock Holdings, LLC.

The Assets consist of the CFIA, the Gas Sales Agreement and
records and claims related thereto, with the exception of those
documents designated in the Agreement as "Excluded Documents".

Accordingly, the Court approves the sale of the Assets to Split
Rock for $6,050,000.

                         *     *      *

                          Backgrounder

Following the commencement of its Chapter 11 case, Enron North
America Corporation began to explore a sale of its interests in
its east development portfolio or specific projects.  The east
development portfolio consists of seven late stage and 21 early
stage development assets comprising approximately 9,000 megawatts
under development.  In this regard, ENA contacted and responded to
inquiries from 59 energy and private equity companies.  From these
contacts, approximately 52 companies signed confidentiality
agreements and were given access to all portfolio documentation
via Enron's DealBench Platform.

Although ENA was unable to consummate a transaction involving all
of the portfolio assets, several parties expressed interest in
acquiring certain of these assets, including the Cash Flow
Interest Agreement, dated as of July 1, 1998 between ENA and
Onondaga Cogeneration Limited Partnership, the Amended and
Restated Gas Sales Agreement, effective as of July 1, 1998,
between ENA and OCLP.  The CFIA provides ENA with a contractual
right to a specified percentage of cash flow distributed from
Onondaga Cogeneration Limited Partnership, an approximately 80
MW combined-cycle power generation facility located in upstate New
York, to its owners.  The CFIA was previously held by Onondaga
Energy Ventures LLC, a wholly owned affiliate of ENA. OEV has been
dissolved and the CFIA has been distributed to ENA.  The Gas Sales
Agreement is set to expire in July 2008.  Pursuant to the Gas
Sales Agreement, ENA and OCLP may enter into transactions for the
firm purchase and sale of gas.

In November 2002, ENA conducted a second marketing effort for the
CFIA and Gas Sales Agreement.  Thirty-one potential investors were
contacted -- 23 of which had been contacted in the original
marketing effort -- and 18 parties executed confidentiality
agreements and conducted due diligence.  Of these prospective
purchasers, three submitted indicative offers.  After negotiating
with these parties over the course of several months, Arctas-
Paragon Investments LLC emerged as the leading candidate and moved
forward with the negotiation of a definitive 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 18 cents-on-the-dollar. Go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=ENRN03USR3for
real-time bond pricing.


ENRON: Acquisition III Corp.'s Chapter 11 Case Summary
------------------------------------------------------
Debtor: Enron Acquisition III Corp.
        1400 Smith Street
        Houston, Texas 77002

Bankruptcy Case No.: 03-14068

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

Chapter 11 Petition Date: June 20, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

Debtors' Counsel: Brian S. Rosen, Esq.
                  Weil, Gotshal & Manges LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  Tel: 212-310-8602
                  Fax : 212-310-8007

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $1 Million to $10 Million


ENRON: Brazil Power Holdings' Voluntary Ch. 11 Case Summary
-----------------------------------------------------------
Debtor: Enron Brazil Power Holdings I Ltd.
        Huntlaw Corporate Services Limited
        75 Fort Street
        The Huntlaw Building
        George Town
        Cayman Islands

Bankruptcy Case No.: 03-14053

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

Chapter 11 Petition Date: June 20, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

Debtors' Counsel: Brian S. Rosen, Esq.
                  Weil, Gotshal & Manges LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  Tel: 212-310-8602
                  Fax : 212-310-8007

Estimated Assets: $50 Million to $100 Million

Estimated Debts: $10 Million to $50 Million


ENRON: EFS IV, Inc.'s Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: EFS IV, Inc.
        1400 Smith Street
        Houston, Texas 77002
        fka Williard, Inc.
        fka Williard of New Jersey

Bankruptcy Case No.: 03-14126

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

Chapter 11 Petition Date: June 23, 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


ENRON: EFS VIII, Inc.'s Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: EFS VIII, Inc.
        1400 Smith Street
        Houston, Texas 77002
        aka The PBM-Limbach Group
        aka Limbach Company
        aka Performance ACC
        aka Metro-Mechanical
        aka The PBM-Limbach Group-Design Build
        aka The PBM-Limbach Group-Energy
        aka Limbach Lighting
        aka Performance Mechanical Corporation
        aka Western Air & Refrigeration Company
        aka Mechanical Heat & Cold

Bankruptcy Case No.: 03-14130

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

Chapter 11 Petition Date: June 23, 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: $50 Million to $100 Million


ENRON: EFS XIII, Inc.'s Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: EFS XIII, Inc.
        1400 Smith Street
        Houston, Texas 77002
        aka Linc Home Services, Inc.
        aka Harper Mechanical Corporation

Bankruptcy Case No.: 03-14131

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

Chapter 11 Petition Date: June 23, 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: $1 Million to $10 Million


ENRON: Enron do Brazil Hldgs' Voluntary Ch. 11 Case Summary
-----------------------------------------------------------
Debtor: Enron do Brazil Holdings Ltd.
        Hunlaw Corporate Services Limited
        75 Fort Street, The Huntlaw Building
        Grand Cayman
        George Town

Bankruptcy Case No.: 03-14054

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

Chapter 11 Petition Date: June 20, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

Debtors' Counsel: Brian S. Rosen, Esq.
                  Weil, Gotshal & Manges LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  Tel: 212-310-8602
                  Fax : 212-310-8007

Estimated Assets: More than $100 Million

Estimated Debts: $50 Million to $100 Million


ENRON: Renewable Energy Corp.'s Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Enron Renewable Energy Corp.
        1400 Smith Street
        Houston, Texas 77002

Bankruptcy Case No.: 03-14067

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

Chapter 11 Petition Date: June 20, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

Debtors' Counsel: Brian S. Rosen, Esq.
                  Weil, Gotshal & Manges LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  Tel: 212-310-8602
                  Fax : 212-310-8007

Estimated Assets: More than $100 Million

Estimated Debts: More than $100 Million


ENRON: Superior Construction's Voluntary Ch. 11 Case Summary
------------------------------------------------------------
Debtor: Superior Construction Company
        1400 Smith Street
        Houston, Texas 77002

Bankruptcy Case No.: 03-14070

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

Chapter 11 Petition Date: June 20, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

Debtors' Counsel: Brian S. Rosen, Esq.
                  Weil, Gotshal & Manges LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  Tel: 212-310-8602
                  Fax : 212-310-8007

Estimated Assets: $10 Million to $50 Million

Estimated Debts: $10 Million to $50 Million


ENRON: Wind Lake Benton's Chapter 11 Case Summary
-------------------------------------------------
Debtor: Enron Wind Lake Benton LLC
        1400 Smith Street
        Houston, Texas 77002
        aka Zond Lake Benton LLC

Bankruptcy Case No.: 03-14069

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

Chapter 11 Petition Date: June 20, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

Debtors' Counsel: Brian S. Rosen, Esq.
                  Weil, Gotshal & Manges LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  Tel: 212-310-8602
                  Fax : 212-310-8007

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $1 Million to $10 Million


ENRON: Wind Storm Lake II's Voluntary Chap. 11 Case Summary
-----------------------------------------------------------
Debtor: Enron Wind Storm Lake II LLC
        1400 Smith Street
        Houston, Texas 77002

Bankruptcy Case No.: 03-14065

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

Chapter 11 Petition Date: June 20, 2003

Court: Southern District of New York (Manhattan)

Judge: Arthur J. Gonzalez

Debtors' Counsel: Brian S. Rosen, Esq.
                  Weil, Gotshal & Manges LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  Tel: 212-310-8602
                  Fax : 212-310-8007

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $1 Million to $10 Million


FAIRPOINT COMMS: Agrees to Acquire Berkshire Telephone Corp.
------------------------------------------------------------
FairPoint Communications, Inc., and Berkshire Telephone
Corporation signed a definitive stock purchase agreement whereby
FairPoint will acquire Berkshire and its subsidiary, Berkshire
Cable Corp., pending required regulatory approvals.

Berkshire, headquartered in Kinderhook, NY, is an independent
local exchange carrier that provides voice communication services
to over 6,700 access lines serving five communities.  Berkshire
communities of service are adjacent to Taconic Telephone Corp., a
FairPoint company.

The investment advisory firm Falkenberg Capital Corporation based
in Denver, CO advised Berkshire.

Berkshire is a local exchange carrier telephone company serving
five communities in Columbia County, New York: Kinderhook,
Valatie, Niverville, Stuyvesant and Stuyvesant Falls, NY.
Established in 1926, today the Company serves over 6,700 access
lines.  A subsidiary, Berkshire Cable Corp., operates four other
lines of business: cable television, paging, Internet access and
long distance services.

Headquartered in Charlotte, North Carolina, FairPoint is a leading
provider of telecommunications services in rural communities,
offering an array of services including local voice, long
distance, data and Internet primarily to residential customers.
Incorporated in 1991, FairPoint's mission is to acquire and
operate telecommunications companies that set the standard of
excellence for the delivery of service to rural communities.
Today, FairPoint owns and operates 29 rural exchange companies
located in 18 states serving more than 243,000 access lines.  In
New York, FairPoint owns and operates Taconic (Chatham, NY) and
Chautauqua and Erie Telephone Corporation (Westfield, NY),
collectively serving over 41,700 access lines.

As reported in Troubled Company Reporter's March 19, 2003 edition,
Standard & Poor's Ratings Services assigned its 'BB-' rating to
incumbent rural local exchange carrier FairPoint Communications
Inc.'s $219 million secured bank credit facility that matures in
2007.

Standard & Poor's also affirmed its 'B+' corporate credit rating
on the company and revised the outlook to stable from negative.
Charlotte, North Carolina-based FairPoint had total RLEC debt of
about $790 million at the end of 2002.


FASTNET CORP: Commences Trading on OTCBB Effective June 23, 2003
----------------------------------------------------------------
FASTNET(R) Corporation (Nasdaq: FSST), a Pennsylvania corporation,
announced Nasdaq delisted the Company's common stock from The
Nasdaq Small Cap Market at the opening of business yesterday.

The delisting action was directly related to the Company's filing
of a voluntary petition for relief under Chapter 11 of Title 11 of
the United States Code in the United States Bankruptcy Court for
the Eastern District of Pennsylvania on June 10, 2003. Nasdaq's
rules (Marketplace Rules 4330(a)(1) and 4300) provide that Nasdaq
may exercise its discretionary authority to delist securities if
an issuer files for bankruptcy protection. Nasdaq also cited
concerns about the Company's ability to maintain the continued
listing requirements (Marketplace Rule 4450(a)(5)).

The Company decided not to appeal Nasdaq's decision.

Commencing on June 20, 2003, the trading symbol for the Company's
securities will be changed from FSST to FSSTQ. Commencing on June
23, 2003, the Company's stock began trading on the OTC Bulletin
Board.

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.


FELCOR LODGING: Arranges New $200 Million Secured Debt Facility
---------------------------------------------------------------
FelCor Lodging Trust Incorporated (NYSE: FCH), the nation's second
largest hotel real estate investment trust, has entered into a
secured debt facility for up to $200 million with JPMorgan Chase
Bank. The non-recourse facility has a delayed draw feature, an
initial term of 18 months that can be extended for an additional
six months at FelCor's option, and carries a floating interest
rate of LIBOR plus 2.25 to 2.75 percent depending on the loan-to-
value ratio of the facility. The outstanding balances on the loan
facility will be converted generally into 10-year fixed rate
commercial mortgage backed securities loans through JPMorgan. The
CMBS loans are assumable subject to certain conditions and will
bear a market interest rate. Today's market rate is approximately
5.50 percent.

FelCor has reduced its unsecured line of credit commitments to $50
million, and is in the process of amending its covenant levels.
The line of credit has an accordion feature that allows FelCor to
increase the commitments to $200 million subject to lender consent
and satisfaction of certain conditions. FelCor's cost to borrow
under its line today is LIBOR plus 3.875 percent. The line
currently has no outstanding balance.

The Company has cash on hand of $155 million and continues to
carry excess cash for its short-term liquidity. The Company has no
remaining debt maturities in 2003, and the next maturity is $175
million of senior notes that will come due in October of 2004.

"During these uncertain times, we are focused on maintaining
FelCor's financial flexibility. The secured debt facility
strengthens our financial flexibility and provides a take-out for
the $175 million of senior notes that mature in October 2004,
while downsizing our more expensive unsecured line," said Richard
J. O'Brien, FelCor's Chief Financial Officer and Executive Vice
President.

FelCor reported that its portfolio revenue per available room
(RevPAR) for the first 18 days of June was down 4.8 percent,
compared to the same period in prior year. Previously, the Company
reported that its RevPAR for April and May was down over the same
prior year period 10.9 percent and 7.1 percent, respectively. The
decline in RevPAR for the second quarter is consistent with
previously provided guidance of a decline of seven to eight
percent.

FelCor is the nation's second largest lodging REIT and the
nation's largest owner of full service, all-suite hotels. FelCor's
consolidated portfolio consists of 167 hotels, located in 35
states and Canada. FelCor owns 77 full service, all-suite hotels,
and is the largest owner of Embassy Suites Hotels(R) and
Doubletree Guest Suites(R) hotels. FelCor's portfolio also
includes 83 hotels in the upscale and full service segments.
FelCor has a current market capitalization of approximately $2.9
billion. Additional information can be found on the Company's Web
site at http://www.felcor.com

As reported in Troubled Company Reporter's May 15, 2003 edition,
Standard & Poor's Ratings Services revised the outlook for FelCor
Lodging Trust Inc., to negative from stable, following FelCor's
announced lower EBITDA and RevPAR guidance for 2003, which will
further weaken credit measures.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit and other ratings on Irving, Texas-based FelCor. Total debt
outstanding at the end of March 2003 was around $2 billion.


FLEMING: Earns Blessing to Hire McAfee & Taft as Special Counsel
----------------------------------------------------------------
Fleming Companies, Inc., and its debtor-affiliates obtained
permission from the Court to employ McAfee & Taft, P.C., as
special corporate counsel.

McAfee & Taft will render services in matters related to a variety
of legal matters in which the Firm represented the Debtors prior
to the commencement of these Chapter 11 cases.  Specifically, the
Debtors employ McAfee & Taft so as to advise them in connection
with:

    (a) general corporate, business, tax and fiduciary matters;

    (b) customer and vendor supply agreements, arrangements and
        programs and related financing activities, extensions of
        secured and unsecured loans and trade credit, and
        collection matters through litigation and arbitration
        proceedings;

    (c) general real estate matters, including lease and
        sublease arrangements relating to store, warehouse and
        office properties, and dispositions and acquisitions of
        real estate;

    (d) general business litigation;

    (e) matters pertaining to insurance issues;

    (f) franchising, licensing and related matters;

    (g) state, local and federal laws and regulations relating
        to the protection of the environment and human health
        and regulations related to their business operations;

    (h) matters pertaining to all aspects of employment law and
        related matters, including employment practices and
        policies, employee terminations and discipline, equal
        employment, non-competition and other business
        protection issues;

    (i) matters pertaining to executive employment packages,
        stock options, awards, individual severance agreements
        and releases;

    (j) matters pertaining to employment-based litigation and
        arbitration proceedings; and

    (k) all aspects of the Debtors' employee benefit plans,
        programs and arrangements, and all the other numerous
        qualified and nonqualified employee benefit programs
        sponsored by the Debtors.

Also, the Firm will advise and assist the Debtors in the
disposition of retail operations, other assets and subsidiaries.

McAfee & Taft intends to charge the Debtors based on regular
hourly rates subject to periodic adjustments, plus reimbursement
for out-of-pocket expenses.  The current standard hourly rates
charged by the Firm are:

           Partners & Counsel           $190-350
           Associates                   $125-175
           Legal Assistants              $70-80
(Fleming Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


FOCAL COMMS: Delaware Court Confirms Plan of Reorganization
-----------------------------------------------------------
Focal Communications Corporation (OTC Bulletin Board: FCOMQ) said
that the Federal Bankruptcy Court in Wilmington, Delaware,
confirmed the Company's Plan of Reorganization, paving the way for
emergence from Chapter 11 within the next few weeks. The Company
filed for Chapter 11 protection December 19, 2002.

Kathleen A. Perone, Focal's President and CEO, said, "The Company
is pleased with the decision of the Court. We look forward to
formally emerging from Chapter 11 early in July and continuing to
serve our loyal customers, as we have throughout the
restructuring."

Ms. Perone expressed appreciation "for the cooperation of the
Company's creditors and especially for the support of our
customers who have remained with us during the restructuring
process." She said, "Since filing for Chapter 11 protection, Focal
has increased its revenues, its customer base, and has
significantly reduced expenses."

Focal Communications Corporation is a leading national
communications provider. Focal offers a range of solutions,
including voice and data services, to communications-intensive
customers. Half of the Fortune 100 use Focal services in 23 top
U.S. markets.


FRONTLINE COMMS: Board Declares No Preferred Dividend Payment
-------------------------------------------------------------
Frontline Communications Corp. (AMEX: FNT), announced that its
Board of Directors voted not to declare a dividend on its Series B
Convertible Redeemable Preferred Stock for the payment period
ending June 30, 2003.

"The Board has determined that given current economic and market
conditions, it is in the best interests of the Company to forgo
any dividend payments at this time," said Stephen J. Cole-
Hatchard, Frontline Communications Corp. Chairman and CEO. "The
Board's action does not constitute default under the terms of the
stock agreement. The dividend will accumulate and will be paid at
such time in the future as the Board elects to declare a
dividend."

Frontline Communications Corporation, founded in 1995, is a
technology company currently focused on the sale of prepaid phone
cards and cellular phone airtime, as well as Internet access,
Website design, hosting, long distance voice services, and related
products. Frontline will soon begin marketing cash cards, payroll
cards, and other forms of payroll and money transfer transactions
tailored to Latin American communities in the United States.
Recently, Frontline closed on the acquisition of Proyecciones y
Ventas Organizadas, S.A. de C.V., a Mexican corporation
established in 1995, that maintains a dominant position within the
prepaid calling card and cellular phone airtime markets in Mexico.
The Company is the largest reseller for Telmex, the largest
telecommunications carrier in Mexico. In addition, Frontline has
entered into an agreement to acquire InterMR S.A. de C.V.; a
company focused on ATM and Electronic Money Transfer equipment and
transactions. This acquisition fulfills the hardware,
distribution, and service components of the Company's soon-to-be-
launched cash and payroll products and services.

Frontline Communications' December 31, 2002 balance sheet shows a
working capital deficit of about $2.7 million, and a total
shareholders' equity deficit of about $2 million.


FRUIT OF THE LOOM: Has Until April 30, 2004 to Challenge Claims
---------------------------------------------------------------
The Unsecured Creditors' Trust of Fruit of the Loom obtained an
extension of the deadline by which it has to object to Class 4A
Claims. Judge Walsh extended the claims objection deadline to
April 30, 2004.

The Unsecured Creditors' Trust is charged with receiving
distributions intended for holders of Allowed Class 4A Claims and
distributing the funds when their claims are deemed allowed. The
Unsecured Creditors' Trust is also responsible for prosecuting,
settling or otherwise resolving objections to Class 4A Claims.
(Fruit of the Loom Bankruptcy News, Issue No. 66; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


GENCORP INC: Will Host Q2 Analyst Conference Call on Thursday
-------------------------------------------------------------
GenCorp Inc. (NYSE: GY) -- whose Corporate Credit position is
rated by Standard & Poor's at BB- with Stable outlook -- announced
that its analyst conference call to discuss second quarter 2003
earnings will be broadcast live on the Internet and will be
accessible to the public from the Company's Web site at
http://www.GenCorp.comat 9:00 AM (PDT) on Thursday, June 26,
2003.  The Company will release earnings that morning before the
open of markets.

The broadcast is anticipated to be about one hour in length.
Participants will be in a listen mode only and must have
WindowsMedia software loaded onto their computers for access.  To
hear the live or replayed conference call, look for the link on
the GenCorp website and simply follow the instructions provided
there.

GenCorp is a multi-national, technology-based manufacturer with
operations in the automotive, aerospace and defense and
pharmaceutical fine chemical industries.  Additional information
about GenCorp can be obtained by visiting the Company's Web site
at http://www.GenCorp.com


GENTEK INC: Has Until Sept. 30 to Make Lease-Related Decisions
--------------------------------------------------------------
GenTek Inc., and its debtor-affiliates are not yet through
assessing the role their unexpired non-residential real property
leases will play in their restructuring.  Although they expect to
terminate some of the leases, the Debtors believe that many, if
not most, of the leases will prove to be desirable or necessary to
their continued business operations and, therefore, will enhance
the value of their businesses.  While perhaps not necessary to
their ongoing operations, other leases may also prove to be "below
market" leases that may yield value to the Debtors' estates
through assumption and assignment to third parties.

For these reasons, the Debtors sought and obtained an extension of
the deadline within which they must assume or reject their
unexpired leases through and including the earlier of September
30, 2003 or the date an order is entered confirming a
reorganization plan in their cases.

The Debtors reserve the right to seek additional extension if a
plan confirmation order is not entered by September 30, 2003.

Since the Petition Date, the Debtors have devoted their attention
to stabilizing their businesses, fulfilling their obligations as
debtors-in-possession and negotiating a reorganization plan.
Although they have made progress in analyzing the leases, the
Debtors note that final determinations as to the assumption or
rejection of the leases can properly be made only in the context
of their overall reorganization strategy.

To date, the Debtors continue to be lessees under 25 unexpired
leases.  The majority of the leases cover corporate and sales
offices, industrial and manufacturing facilities and warehouse
space.

The Debtors assure the Court that the extension will not prejudice
the affected lessors.  Each lessor may seek to shorten the lease
decision period with respect to its lease.  The Debtors are also
current with respect to their postpetition obligations. (GenTek
Bankruptcy News, Issue No. 15; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


GLOBAL CROSSING: Exclusivity Hearing to Continue Tomorrow
---------------------------------------------------------
The hearing on Global Crossing Ltd., and its debtor-affiliates'
request to further extend their Exclusive Periods, to file and
propose a Plan and to solicit acceptances of that Plan, is
adjourned to June 25, 2003.  Accordingly, the Debtors' exclusive
periods is extended until the conclusion of that hearing.

At tomorrow's Hearing, the Court will also wade into Carl Ichan-
controlled XO Communication's competing $700 million cash bid
designed to nix the Hutchison Communications Limited deal and
under which XO will successfully acquire Global Crossing's
businesses. (Global Crossing Bankruptcy News, Issue No. 42;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


GOLF TRUST OF AMERICA: Retires Obligations Under Credit Pact
------------------------------------------------------------
On June 19, 2003, Golf Trust of America, Inc.'s (AMEX:GTA)
operating partnership has repaid in full and retired its
obligations under its Second Amended and Restated Credit Agreement
with its senior bank lenders which was scheduled to mature on
June 30, 2003.

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

As reported in Troubled Company Reporter's January 6, 2002
edition, Golf Trust of America, Inc., entered into a Second
Amendment to its Second Amended and Restated Credit Agreement with
its senior bank lenders.

The amendment extends the repayment date for all loans outstanding
under the Credit Agreement from December 31, 2002 until June 30,
2003. The current principal balance outstanding under the Credit
Agreement is $69.0 million.

                        *   *   *

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

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

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

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

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

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


GOLFGEAR INT'L: Chris Holiday Resigns as SVP, Sales & Marketing
---------------------------------------------------------------
Chris Holiday has resigned as senior vice president of sales and
marketing at GolfGear International, Inc. (OTCBB:GEAR) to pursue
other business interests, Peter Pocklington, chairman, said. A
successor is expected to be named soon.

GolfGear offers a full line of proprietary golf clubs, including
Tsunami drivers, fairway woods and irons; Leading Edge(R)
Championship Putters, Diva woods and irons for women; and
Players(R) clubs for junior golfers. The company has headquarters
at 5285 Industrial Dr., Huntington Beach, Calif. 92649; (714) 899-
4274 or (800) 955-6440; fax: (714) 899-4284;
http://www.golfgearint.com

GolfGear's products are sold principally in the United States
through pro shops and golf specialty stores, as well as in Europe,
Asia, China, England, South Africa and several other countries.

GolfGear International, Inc.'s March 31, 2003 balance sheet shows
a working capital deficit of about $3 million, and a total
shareholders' equity deficit of about $1.8 million.


HOST MARRIOTT: Preparing Preferred Share Dividend Distribution
--------------------------------------------------------------
Host Marriott Corporation's (NYSE: HMT) Board of Directors
declared a regular cash dividend of $0.625 per share on its Class
A Cumulative Redeemable Preferred Stock, Class B Cumulative
Redeemable Preferred Stock and Class C Cumulative Redeemable
Preferred Stock for the second quarter of 2003.  The dividend is
payable on July 15, 2003 to shareholders of record at the close of
business on June 30, 2003.

Host Marriott Corporation (S&P/B+/Stable) is a lodging real estate
company, which owns 122 upscale and luxury full-service hotel
properties primarily operated under Marriott, Ritz-Carlton, Four
Seasons, Hyatt, Hilton and Swissotel brand names. For further
information on Host Marriott Corporation, visit the Company's Web
site at http://www.hostmarriott.com


JACUZZI BRANDS: Fitch Rates Proposed Senior Secured Notes at B
--------------------------------------------------------------
Upon the successful completion of the proposed refinancing of
Jacuzzi Brands' debt, Fitch Ratings expects to upgrade its
indicative senior unsecured rating on Jacuzzi Brands, Inc.,
(formerly U.S. Industries, Inc.) to 'B' from 'B-', and assign the
following ratings to the company's proposed new debt. The $200
million asset based bank credit facility due 2008 will be rated
'BB', the $65 million term loan due 2008 will be rated 'BB-', and
the $370 million senior secured notes due 2010 will be rated 'B'.
The Rating Outlook is Stable.

Borrowers under the asset based revolving credit facility and the
term loan include Jacuzzi Brands, Inc. and certain of its domestic
operating subsidiaries, USI Global Corp. and Zurn Industries, Inc.
These facilities are guaranteed by all material non-borrower
domestic subsidiaries including JUSI Holdings, Inc., USI Atlantic
Corp., and USI America Holdings, Inc. The borrower under the
senior secured notes is Jacuzzi Brands, Inc. and the notes are
guaranteed by all material domestic subsidiaries, including those
listed above.

Following the issuance of the new debt, the 'B' ratings on the
company's existing $133 million 11.25% senior secured notes due
2005, $70 million 7.25% senior secured notes due 2006, and $300
million senior secured bank facilities due 2004 will be withdrawn
as these issues will have been fully repaid.

The rating upgrade on the indicative senior unsecured rating to
'B' reflects the proposed debt restructuring and pending removal
of refinancing risk related to the maturity of the $300 million in
bank facilities in October 2004. The recommended ratings on the
proposed debt are based upon the recovery prospect of the security
given to each class of debt.

The ratings continue to reflect the company's leading brands in
its Bath and Plumbing segments and early success in increasing
sales in its Bath operations. The ratings also consider Jacuzzi
Brands' sensitivity to changes in levels of consumer spending and
construction activity.

Jacuzzi Brands is focused on strengthening its Bath, Plumbing, and
Rexair segments by investing in its brands and reducing overhead
costs. The company's largest segment, Bath, accounted for 67% or
about $711 million of revenues in the fiscal year ended Sept. 30,
2002. This segment has experienced operating difficulties due to
the loss of inventory positions in the whirlpool bath and spa
divisions at the large home improvement retailers in 2000 and
2001. However, this business has shown early signs of improvement.
In the first half of 2003, Bath segment sales grew 14.2% due to
increased distribution in the spas and UK bath and sinks
businesses. In addition, the company has signed an agreement with
Lowe's to be its principal supplier of stocked whirlpool bath
products. The rollout of inventory into the Lowe's stores should
be completed by September 2003.

Fitch anticipates that Jacuzzi Brands' revenues will grow
moderately as the company increases distribution and continues to
introduce new products. Operating profits should benefit from
overhead cost reductions from consolidation of manufacturing
facilities. However, in 2003 this benefit will be reduced by the
higher costs associated with the rollout of the whirlpool baths
into the Lowe's stores and the announced management changes. This
together with additional debt reduction from cash flow generation
is expected to result in strengthened credit measures in 2004. For
the twelve months ended March 31, 2003, leverage, measured by
total debt to EBITDA was 3.9x and EBITDA coverage of interest was
2.1x. Operating cash flow also strengthened primarily due to lower
working capital requirements.


JACUZZI BRANDS: S&P Assigns B Rating to $370MM Sr. Secured Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to bath
and plumbing products manufacturer Jacuzzi Brands Inc.'s $370
million of senior secured notes due 2010.

Standard & Poor's said that it has affirmed its 'B+' corporate
credit rating on Jacuzzi Brands, formerly known as U.S. Industries
Inc. The outlook remains stable. The company is based in West Palm
Beach, Florida.

Proceeds from a new asset-based revolving bank facility,  and
senior secured notes will be used to pay down existing credit
lines and rated notes. "The transaction is a positive for credit
quality since it will eliminate near-term refinancing risks", said
Standard & Poor's credit analyst Wesley E. Chinn.

Standard & Poor's said that its ratings on Jacuzzi Brands
incorporate its well-established positions in bath and plumbing
products and prospects for strengthening bath products
profitability, offset by very competitive industry conditions
(partly reflecting fragmented market shares), the relatively
narrow focus of its principal product lines, weak operating
margins in some of its major bath products, and an aggressive debt
load.


JACUZZI BRANDS: Provides Financial Guidance for Fiscal 2003
-----------------------------------------------------------
Jacuzzi Brands, Inc. (NYSE: JJZ) is providing the following
guidance for fiscal 2003. On a consolidated basis, the Company
expects to generate net sales and adjusted EBITDA (as defined
through the reconciliation below) of $1.2 billion and $130.0
million, respectively. It also expects to make capital
expenditures of $28 million for that period.

On a segment basis, the Company expects the following results for
fiscal 2003:

                                   Bath    Plumbing
                                   Products  Products   Rexair
                                ------------------------------
                                 High  Low High  Low High  Low
                                 ------------------------------
Net Sales                        $825 $790 $275 $265 $104 $102
Adjusted EBITDA                    45   43   67   63   31   29

As previously announced, the Company entered into an agreement to
be the primary supplier of whirlpool baths to Lowe's in March
2003. Start up costs related to the agreement are expected to be
$3.5 million in fiscal 2003. In fiscal 2003, the Company expects
to spend approximately $3.6 million related to the start-up of its
new whirlpool bath plant in Chino, California, and $1.0 million
related to hiring and training new management employees. The
Company expects the Lowe's agreement to generate significant sales
in fiscal 2004. Between fiscal 2000 and fiscal 2002, the Company
experienced reduced sales in three product categories in which
home center customers eliminated our stocking positions. This
amounted to an aggregate of $45 million in respect of domestic
whirlpool bath products, $95 million in respect of domestic spa
products and $20 million in respect of bath products in the United
Kingdom. Investors should refer to our Report on Form 8-K, filed
today, for further information about our financial results.

A reconciliation of projected net income (loss) to full year
adjusted EBITDA guidance for fiscal 2003 is as follows:

                                 Bath      Plumbing
                                 Products    Products     Rexair
                              ------------------------------------
                               High  Low   High  Low    High   Low
                              ------------------------------------
                                             (in millions)
Projected net income (loss)    $29.6 $27.6 $60.9 $56.9 $21.0 $19.0
Net interest expense             0.4   0.4   0.8   0.8   7.5   7.5
Depreciation and amortization   13.9  13.9   5.3   5.3   2.4   2.4
Other expense, net               1.1   1.1     -     -   0.1   0.1
                              ------------------------------------
Adjusted EBITDA guidance       $45.0 $43.0 $67.0 $63.0 $30.1 $29.0

A reconciliation of projected net income (loss) to full year
adjusted EBITDA guidance on a consolidated basis for fiscal 2003
is as follows:

                                               (in millions)
Projected net income (loss)                       $ (8.6)
(Income) loss from discontinued operations           39.5
Provision (benefit) for income taxes                 (0.2)
Net interest expense                                 62.0
Depreciation and amortization                        21.7
Impairment and restructuring charges                  9.0
Other expense, net                                    6.6
                                                  ----------
Adjusted EBITDA guidance                           $130.0

Jacuzzi Brands, Inc. is a global manufacturer and distributor of
branded bath and plumbing products for the residential, commercial
and institutional markets. These include whirlpool baths, spas,
showers, sanitary ware and bathtubs, as well as professional grade
drainage, water control, commercial faucets and other plumbing
products. We also manufacture premium vacuum cleaner systems. Our
products are marketed under our portfolio of brand names,
including JACUZZI(R), SUNDANCE(R), ELJER(R), ZURN(R), SANITAN(R),
ASTRACAST(R) and RAINBOW(R).


KAISER ALUMINUM: Inks MOU with Ghana Gov't on Valco Operations
--------------------------------------------------------------
On May 30, 2003, Kaiser and the Government of Ghana signed a
Memorandum of Understanding concerning various matters related to
the Valco aluminum smelter, which is 90% owned by Kaiser.

The Government of Ghana & the Volta River Authority and Kaiser
Aluminum & Chemical Corporation & Volta Aluminium Company have met
in Accra, Ghana from May 28 to 30, 2003 for purposes of
consultations aimed at concluding a mutually acceptable set of
arrangements that would provide a framework for a future
operational regime between the parties.

The Memorandum of Understanding serves as a set of guidelines for
collaboration between the two organizations with respect to the
rekindling of relationship between the parties.  It is agreed that
Ghana and Valco will continue to collaborate in promoting mutually
beneficial economic arrangement between the parties.  To this end,
these principles have been generally agreed to form the framework
for power supply to the Valco Smelter:

1. Principles of Collaboration

   1.1. That the supply to Valco will be based on a mixed hydro-
        thermal structure.

   1.2. That Ghana will take all reasonable steps to ensure the
        restoration of the Volta Lake to functionally appropriate
        operational levels.

   1.3. That both parties are desirous of restoring Valco to full
        operational level within the shortest possible time. To
        this end, Ghana would work with Valco to provide firm
        power to the Valco smelter at levels and at a competitive
        price that would also take into account other matters as
        both parties would mutually agree.

2. Short term Measures

It is agreed that the period between May 2003 to December 2005
will be considered short term and will constitute a transition
period towards a return to operational normalcy.  These issues
have accordingly been discussed as the path forward between the
two parties:

   2.1. That allocation of energy and the power rates for the
        period November 1, 2003 to December 31, 2005 would be
        discussed following additional exchanges of information.

   2.2. The parties have agreed to reconvene in Accra, Ghana on
        June 13 to 15, 2003 to continue discussions.

   2.3. That Valco would be granted temporary permission, to be
        reviewed every six months, to undertake a number of
        activities including anode production, use of the Valco
        Berth at the Tema Port for commercial services and
        provision of Job Shop services to industry.

3. Longer Term

It is agreed that the period commencing January 2006 would be a
period of normalcy.  Ghana will allocate power to Valco on a firm
basis that would not be related exclusively on the level of the
Volta Lake.

4. Bauxite Development in Ghana

Valco has expressed its willingness to assist in an approach to
appropriate US Agencies to support conducting additional
feasibility studies regarding bauxite reserve exploration and
alumina production in Ghana.

Valco has expressed its willingness to assist in identifying
parties that potentially might be interested in exploring
investment opportunities in extracting the bauxite reserves and
alumina production in Ghana. (Kaiser Bankruptcy News, Issue No.
28; Bankruptcy Creditors' Service, Inc., 609/392-0900)


KENTUCKY ELECTRIC: Enters LOI to Sell All Assets to KES Holdings
----------------------------------------------------------------
Kentucky Electric Steel, Inc. has entered into a letter of intent
providing for the purchase, subject to Bankruptcy Court approval,
by KES Holdings, LLC of substantially all of the Company's assets.
KES Holdings is a newly formed limited liability company the
principal members of which are Libra Securities, LLC and certain
institutional clients of Libra. Libra, a registered broker dealer,
is a privately held investment bank specializing in leveraged
transactions.

Under the terms of the letter of intent, KES Holdings is expected
to pay an aggregate $3 million and assume certain future
contractual obligations of the Company upon closing of the
transaction. In conjunction with signing the letter of intent, KES
Holdings has paid the Company a deposit of $300,000. The closing
of the transaction is subject to a number of conditions, including
the ability of KES Holdings to agree upon terms of an amendment of
certain Master Lease Agreements with Fifth Third Bank and General
Electric Capital Corporation and terms with respect to a labor
agreement with the United Steelworkers of America Local 7054
sufficient to commence and maintain the operations of the
Company's assets. In addition, the transaction will be subject to
KES Holding's completion of due diligence, the negotiation of a
definitive agreement and Bankruptcy Court approval. The
transaction will also be subject to higher or better bids for the
Company's assets, which may be obtained at an auction to be held
on a date within 60 days following the letter of intent, pursuant
to Bankruptcy Court procedures and subject to payment of a break-
up fee to KES Holdings of up to $250,000 under certain
circumstances.

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

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


KMART CORP: Wants Court to Allow $438 Mil. of Class 5 Claims
------------------------------------------------------------
Kmart Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Illinois to Court's
authority to allow 12,472 Class 5 Trade Vendor/Lease Rejection
Claims in the amounts the Debtors acknowledge due and owing.

The Debtors want the Claims explicitly acknowledged as allowed
claims at this time so that the Claimants can receive distribution
under the Plan without having to wait for the Debtors' deadline to
file objections to claims and interests asserted in their cases to
pass.  Pursuant to their reorganization plan, the Debtors'
deadline to file objections to claims and interests is November 3,
2003.

                         De Minimis Claims

The Debtors have identified 12,345 Class 5 prepetition claims
totaling $156,698,799 where they either (i) substantially agree
with the prepetition liability asserted in the proof of claim form
or (ii) have reached an agreement with the creditor regarding
their liability.  The claimant has either filed a claim in an
amount that is identical to or substantially the same as the
amount entered in the Debtors' schedules, or the Debtors have
determined not to object to the allowance of the claims at the
amounts requested in the proof of claim forms.

The Debtors note that the average amount of the Claims is only
$12,693.  Assuming that the value of the distributions of the
Common Stock on account of the Claim is 9.7% -- the estimated
value disclosed in the Disclosure Statement -- then the estimated
value of the Claim is $1,231.  Clearly, there is no advantage to
be realized in expending resources litigating claims of this size,
the Debtors assert.

                   Negotiated Claims Pursuant to
             Previously-Approved Settlement Authority

As an additional aspect of the claims reconciliation process, the
Debtors issued letters to certain claimants indicating the amounts
they had determined was owed to them.  However, the amounts
differed from the amounts asserted by the claimants.

In certain instances, the claimant agreed with the amounts
proposed in Kmart's letter.  In other instances, the claimants
disagreed with the proposed amounts.  In those cases where the
claimant disagreed with the proposed amount, the Debtors requested
further information and support for the prepetition claims and
further negotiated the amount with the claimant until an agreed
upon amount was reached.  Once the parties had agreed on the
prepetition liability for a particular claim, the Debtors sent a
letter indicating the acknowledged claim amount.

The Debtors were able to reconcile another 127 prepetition claims
totaling $573,534,639 with this process.

The Debtors relate that many of the Acknowledged Claims were
negotiated pursuant to the Settlement Procedures Order.  In
January 2003, the Court granted the Debtors authority to settle
prepetition claims without further court approval where the
difference of the asserted claim and their schedules or books and
records did not exceed $1,000,000.

In this request, the Debtors propose to allow 60 of the
Acknowledged Claims.  The Claims originally assert $146,223,060 in
total liabilities.  However, the total proposed allowed amount of
the Acknowledged Claims is $135,535,123.

                      Other Negotiated Claims

In some instances, the difference between the claimant's requested
amount and the amount the Debtors believed they owed was greater
than $1,000,000.  Therefore, the effectiveness of the Debtors'
settlement agreements with the claimants is subject to final Court
approval.

Against this backdrop, the Debtors ask the Court to approve their
settlements with respect to 67 claims.  The Debtors want to settle
and allow the Claims to avoid additional expenses associated with
further reconciliation plus the risks of litigating each claim
based on the merits.

In those instances where the Debtors and the claimants originally
disagreed upon the Acknowledged Amounts, the Debtors believe that
the proposed Acknowledged Amounts fall within a reasonable range
of litigation possibilities.  The litigation of each and every one
of these disputes would engender a great deal of time, expense and
administrative burden, and the outcome of the litigation with
respect to each claim would be uncertain.

The Settled Claims originally assert $637,238,917 in total
liabilities.  But the total claim amount reflected in the Debtors'
schedules is $415,668,235.  After negotiation of each of the
Claims, the proposed allowed amount of the Acknowledged Claims
aggregate $437,999,516. (Kmart Bankruptcy News, Issue No. 58;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


LAIDLAW INC: Emerges from Chapter 11 Reorganization Proceedings
---------------------------------------------------------------
Laidlaw International, Inc. (TSX: BUS) has emerged from the
chapter 11 reorganization process. The Company officially
concluded its reorganization today after completing all required
actions and satisfying or reaching agreement with its creditor
constituencies on all remaining conditions to its Third Amended
Plan of Reorganization. This Plan was confirmed by the U. S.
Bankruptcy Court for the Western District of New York by order
dated February 27, 2003.

"This is a very memorable day for the Company," said Kevin Benson,
Laidlaw International President and Chief Executive Officer. "It
marks the end of a challenging period for all involved in the
reorganization process. It also ends the questions and uncertainty
concerning the future, which have surrounded the company for the
past three years. The company emerges with a strong balance sheet
and confident that, with the resources now available to it, it has
the ability to realize on its full potential. I would particularly
like to recognize and thank the many employees, customers and
creditors who have continued to support us through this period. We
look forward to achieving the results that underlined their
confidence in the Company."

As a part of its emergence from chapter 11, Laidlaw International,
Inc. obtained exit financing of approximately $1.225 billion.
Approximately $1.0 billion of this financing was used to fund a
portion of the distributions to Laidlaw's creditors. In accordance
with the Plan of Reorganization, the Company completed an internal
corporate restructuring, in which Laidlaw International, Inc.
acquired all of the assets of Laidlaw Inc., a Canadian
corporation.

Pursuant to the Plan, Laidlaw International domesticated into the
United States as a Delaware corporation. In doing so it issued
approximately 103.8 million shares of new common stock for
distribution to Laidlaw Inc., creditors. Approximately 31.2
million of these shares were issued to holders of Laidlaw bank
debt claims (Class 4 under the Plan); approximately 58.1 million
to holders of Laidlaw bond debt claims (Classes 5 and 5 A under
the Plan) and approximately 10.7 million will be available for
distribution to holders of general unsecured claims (Class 6 under
the Plan). In addition, approximately 3.8 million shares were
issued to a trust in connection with the Company's settlement with
the United States Pension Benefit Guaranty Corporation relating to
the funding level of certain subsidiary pension funds.

Consistent with the Plan, Laidlaw Inc.'s prior common stock was
cancelled as of June 23, 2003. The new shares of Laidlaw
International, Inc. being issued to certain creditors in
accordance with the Plan, were listed on the Toronto Stock
Exchange immediately following exit. In the United States, the new
common stock is expected to trade on the over-the-counter market.
It is the Company's intention to seek a listing of the common
stock in the U.S. as soon as practicable.

Laidlaw is a holding company for North America's largest providers
of school and inter-city bus transport, public transit, patient
transportation and emergency department management services.


LARRY'S STANDARD BRAND: Gets Interim Nod to Use Cash Collateral
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas gave
its nod of approval to Larry's Standard Brand Shoes, Inc., and its
debtor-affiliates' request to dip into Wells Fargo's cash
collateral in an interim basis to finance their business during
the Company's initial days in chapter 11.

The Debtors disclose that as of the Petition Date, they owe Wells
Fargo Bank, National Association, a total of $3,620,293.  Wells
Fargo claims first priority perfected liens and security interests
in the Prepetition Collateral, including the Cash Collateral,
pursuant to the Prepetition Indebtedness and Sections 363(a) and
552(b) of the Bankruptcy Code.

The Court gives its authority to the Debtors to use Wells Fargo's
Cash Collateral, subject to limitations imposed in a Weekly Budget
projecting:
                            6/16/03    6/23/03
                            -------    -------
   Revolver                3,543,149  3,426,612
   Liquidity                 508,861    549,501
   Inventory               6,314,608  6,186,839
   Net Borrowing           3,899,270  3,820,373
   Accounts Receivable       160,779    160,779
   Net Borrowing             152,740    152,740

Wells Fargo will receive perfected first priority replacement
liens on and security interests in all of the Debtors' assets.
To the extent this adequate protection package is insufficient to
adequately protect Wells Fargo's interest in the Prepetition
Collateral and Cash Collateral, Wells Fargo is granted all of the
other benefits and protections allowable under Section 507(b) of
the Bankruptcy Code.

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.


LASERSIGHT: Begins Talks to Amend Defaulted GE Healthcare Loan
--------------------------------------------------------------
LaserSight Incorporated (OTC Bulletin Board: LASE) has been
advised by GE Healthcare Financial Services, Inc., as successor-
in-interest to Heller Healthcare Finance, Inc., that its loans to
LaserSight are currently in default due to an adverse material
change in the financial condition and business operations of
LaserSight.

As previously announced in its most recently filed 10-Q Quarterly
report, the Company had minimal cash and was unable to manufacture
products due to limited inventories and unfavorable financial
relationships with its vendors. At that time, the Company also
reported that it was in continued negotiations with the holder of
approximately 97% of its Series H Preferred Shares for a cash
infusion.

LaserSight is currently in negotiations GE for a modification and
restructuring of its defaulted loans and these negotiations have
progressed to the "term sheet" stage. The Company hopes that
negotiations with the holders of the Series H Preferred Shares and
GE will be completed in the near term.


LB COMMERCIAL: S&P Takes Rating Actions on Series 1995-C2 Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on classes
C, D, and E of LB Commercial Conduit Mortgage Trust's series 1995-
C2. At the same time, the ratings on classes B and F are affirmed.

The raised ratings reflect the large increase in credit support
due to loan payoffs, as well as the steady performance of the loan
pool, which has incurred no losses to date.

As of May 2003, the trust collateral consisted of 32 commercial
mortgages with an outstanding balance of $81.25 million, down from
77 loans totaling $259.9 million at issuance. The pool has paid
down by 69%, resulting in a large increase in subordination
levels. This is tempered by the reduction in diversity, as the
pool has fewer loans remaining and has become concentrated with
lodging assets. The master servicer, GMAC Commercial Mortgage
Corp., reported year-end 2002 net cash flow debt service coverage
ratios for 16 loans (50% of the pool) and year-to-date information
as of either Sept. 30, 2002 or June 30, 2002 for nine loans (20%
of pool) and no information for seven loans (30% of pool). Based
on this information, Standard & Poor's calculated the DSCR for the
current pool at 1.88x, up from 1.52x for the current loans
remaining since issuance.

The top 10 loans have an aggregate outstanding balance of $55.1
million, or 67.7% of the pool. Three of the top 10 loans, totaling
$18 million (22.1%), are delinquent and with the special servicer.
Excluding these delinquent loans, the weighted average DSCR for
the remaining top 10 loans is 2.10x. The pool has significant
geographic concentrations in Texas (28%, eight loans), Virginia
(19%, two loans), New Jersey (13%, two loans), Colorado (10%, six
loans), and Georgia (6%, four loans). Property type concentrations
are lodging (55%, 11 loans), multifamily (21%, eight loans), self-
storage (12%, seven loans), retail (7%, five loans), and
industrial (5%, one loan). All of the self-storage loans are
cross-defaulted and cross-collateralized.

All loans are current with the exception of the delinquent top 10
loans, which are the only specially serviced loans in the pool.
The three delinquent loans include the first, fourth, and ninth
largest assets in the pool, and include the following: the Holiday
Inn North Fort Worth ($9 million, 11% of pool), the Holiday Inn
South Fort Worth ($6.5 million, 8%), and Wheaton Plaza ($2.9
million, 3.5%). The two hotel loans are cross-defaulted and cross-
collateralized. Both of the hotel loans have fixed coupons of
11.46% and are secured by full service 247-room hotels located in
Fort Worth, Texas. For the past two years, the properties have
been reporting DSCR below 1.0x. The borrower stated that he can no
longer fund the shortfalls. For the North Fort Worth hotel,
occupancy is 53.5%, the average daily rate is $74.35, and revenue
per available room is $39.76 for the six-month period ending April
4, 2003. For the South Fort Worth hotel, occupancy is 44.1%, ADR
is $75.63, and RevPAR is $33.36 for the same six-month period. Two
recent appraisals (December 2002) valued the properties at $9.1
million for the North hotel and $7.1 million for the South hotel.
An appraisal reduction has not been taken because the appraised
values were greater than outstanding loan principal and the
servicer continues to advance.

The Wheaton Plaza Shopping Center loan has a balance of $2.9
million (3.5% of the pool) and is secured by a 92,551-sq.-ft.
retail property located in Millville, New Jersey. in the southern
portion of the state near Vineland. The borrower defaulted early
last year after losing his main tenant. The property was appraised
for $2.33 million in May 2002. An appraisal reduction of just over
a $1 million was taken. CRIIMI MAE Services L.P., the special
servicer, notes that it may have a tenant for some of the vacant
space and an offer of $1.9 million has been received. A loss is
expected upon disposition.

The servicer's May watchlist contains 11 loans totaling $23
million (28% of the pool). The majority of the watchlist consists
of six self-storage loans due to decreased occupancy and/or DSCR.
This is mitigated by the fact that all seven of the self-storage
loans are cross-defaulted and cross-collateralized. The largest of
these loans, at $4.3 million, is secured by the Bulwark Building
located in New York City, which has a DSCR of 2.22x as of Sept. 30
2002. Of concern is the Travelodge Suites loan, secured by a 157-
room limited service hotel in Kissimmee, Florida, which is
suffering from low DSCR of 0.47x for the seven months ended
July 31, 2002. The property inspection report noted the overall
condition as good and reported occupancy of 90% Dec. 27, 2002.

Based on discussions with the servicer and the special servicer,
Standard & Poor's stressed various loans in the mortgage pool as
part of its analysis. The expected losses and resultant credit
levels adequately support the rating actions.

                        RATINGS RAISED

              LB Commercial Conduit Mortgage Trust
           Multiclass pass-through certs series 1995-C2

                   Rating
        Class   To        From      Credit Enhancement
        C       AAA       AA                   68.76%
        D       AA        A                    52.77%
        E       BB+       BB                   22.39%

                        RATING AFFIRMED

              LB Commercial Conduit Mortgage Trust
          Multiclass pass-through certs series 1995-C2

        Class     Rating       Credit Enhancement
        B         AAA                     89.55%
        F         B                       11.19%


MAGELLAN HEALTH: Court Approves Deutsche Bank Exit Financing
------------------------------------------------------------
Magellan Health Services, Inc. and its debtor-affiliates obtained
the Court's authority to enter into a letter agreement with
Deutsche Bank Securities Inc.

Deutsche Bank has indicated an interest in providing exit
financing and has requested a $125,000 work fee plus,
reimbursement of reasonable out-of-pocket expenses, and
indemnification.

The salient terms of the proposed exit financing outlined in the
Letter Agreement are:

    A. Facility:

       1. $50,000,000 revolver;

       2. $100,000,000 term loan; and

       3. $80,000,000 pre-funded letter of credit facility.

    B. Term: The facility will mature on the latter of:

       1. the fourth anniversary of the closing date; and

       2. six months prior to the maturity of the New Senior
          Notes due November 2007.

    C. Amortization: The revolver Facility has a bullet at final
       maturity; Term loan is payable:

       1. 2003 - $0;

       2. 2004 - $15,000,000;

       3. 2005 - $22,500,000;

       4. 2006 - $25,000,000;

       5. 2007 - $37,500,000;

       Pre-funded letter of credit facility has a bullet at
       final maturity.

    D. Interest Rates/Fees:

       1. the revolver Facility at LIBOR plus 3.75% - 4.25%;

       2. the term loan facility at LIBOR plus 3.75% - 4.25%;

       3. Facility fee of 2.50% of the total facility;

       4. Commitment fee on the daily unused balance under the
          revolver Facility equal to 50 basis points per annum
          if usage is greater than 50% and 75 basis points if
          usage is less than 50%;

       5. Letter of credit fees of:

          a. 3.75%-4.25% for outstanding; plus

          b. 0.25% p.a. to the issuing bank on the issued
             letters of credit payable monthly;

          c. Agent fee of $125,000 p.a. payable annually.

    E. Collateral: First priority lien on substantially all
       assets of the Debtors and a pledge of the stock of all
       subsidiaries.

    F. Guarantees: All borrowings and letter of credit
       obligations to be guaranteed by all existing and future
       holding companies and domestic subsidiaries of Magellan.

    G. Uses:

       1. to refinance the outstanding balance under the Senior
          Secured Credit Facility;

       2. to pay administrative expenses under the Plan;

       3. to support letters of credit; and

       4. to provide general working capital.

    H. Conditions: There are a number of conditions to the
       issuance of a commitment and closing including
       confirmation of a reorganization plan that is acceptable
       to Deutsche Bank:

       1. acceptable documentation and legal structure;

       2. perfected, first priority security interest;

       3. lack of material adverse change;

       4. minimum credit rating and satisfactory completion of
          due diligence. (Magellan Bankruptcy News, Issue No. 9:
          Bankruptcy Creditors' Service, Inc., 609/392-0900)


MCSI INC: Taps Whiteford Taylor as Bankruptcy Counsel
-----------------------------------------------------
MCSi, Inc., and its debtor-affiliates want to employ Whiteford,
Taylor & Preston LLP as their bankruptcy attorneys.  The Debtors
ask for approval from the U.S. Bankruptcy Court for the District
of Maryland for Whiteford Taylor's engagement.

The Debtors relate that they require the assistance of counsel in
order to pursue a successful reorganization of their debts and to
assist the Company with the performance of their duties in this
chapter 11 proceeding.  The Debtors also require counsel to assist
them in fulfilling their duties under State and Federal laws,
advise them on the legal aspects of contracts, leases, financings,
and other business matters, defend the Debtors in litigation and
to prosecute litigation on their behalf.

The Debtors report that they have retained Whiteford Taylor to
assist them with, among other things, the preparation of their
bankruptcy petitions and all related documents and pleadings and,
subject to approval from this Court, with the prosecution of these
chapter 11 cases.

In this engagement, the Debtors require Whiteford Taylor to:

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

     b. represent the Debtors in defense of any proceedings
        instituted to reclaim property or to obtain relief from
        the automatic stay under   362(a) of the Bankruptcy
        Code;

     c. prepare any necessary applications, answers, orders,
        reports and other legal papers, and appearing on the
        Debtors' behalf in proceedings instituted by or against
        the Debtors;

     d. assist the Debtors in the preparation of schedules,
        statements of financial affairs, and any amendments
        thereto which the Debtors may be required to file in
        these cases;

     e. assist the Debtors in the preparation of a plan and a
        disclosure statement;

     f. assist the Debtors with other legal matters, including,
        among others, securities, corporate, real estate, tax,
        intellectual property, employee relations, general
        litigation, and bankruptcy legal work;

     g. perform all of the legal services for the Debtors which
        may be necessary or desirable herein.

Whiteford Taylor partner Martin T. Fletcher, Esq., reports his
firm's current hourly rates, which are:

          principal attorneys       $140 to $375 per hour
          paralegals                $135 per hour

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.


MDC HOLDINGS: Names Luis Solis to Lead National Purchasing Team
---------------------------------------------------------------
M.D.C. Holdings, Inc., (NYSE: MDC; PCX) (S&P/BB+/Stable) has
appointed Luis Solis to the senior management team reporting to
Charles Schneider, senior vice president of MDC. His focus will be
to improve the strength of the Company's purchasing organizations
and leverage the Company's scale as a leading national
homebuilder.  He will provide leadership to the various regional
and divisional purchasing teams around the country.  The Company
has undertaken to strengthen its ability to make decisions on a
national and regional basis.

"We are excited to have added Luis to our team," said David
Mandarich, MDC's president and chief operating officer.  "He will
help us make purchasing and supply chain management a key core
competency of our Company.  This will enable us to get more value
from our relationships with major suppliers and subcontractors and
will put us in a position to maximize the management of our costs
while improving quality and inventory turns."

Prior to joining MDC, Mr. Solis was president and chief executive
officer of Symbius Corporation, a supply chain consulting firm
advising Fortune 1000 global clients.  Previously, he was an
executive vice president with GeoLogistics Corporation, a global
logistics outsourcing provider.  Prior to GeoLogistics, Mr. Solis
was a vice president with GE Capital Corporation focused on
strategy and investments for a $500 million global logistics
services company.  Mr. Solis is a graduate of the University of
Pennsylvania and Stanford Business and Law schools.

MDC, whose subsidiaries build homes under the name "Richmond
American Homes," is one of the largest homebuilders in the United
States.  The Company also provides mortgage financing, primarily
for MDC's homebuyers, through its wholly owned subsidiary,
HomeAmerican Mortgage Corporation.  MDC is a major regional
homebuilder with a significant presence in some of the country's
best housing markets.  The Company is the largest homebuilder in
Colorado; among the top five homebuilders in Northern Virginia,
Phoenix, Tucson and Las Vegas; and among the top ten homebuilders
in suburban Maryland, Northern California, Southern California and
Salt Lake City.  MDC also has a growing presence in Dallas/Fort
Worth and has recently entered the Houston and
Philadelphia/Delaware Valley markets.


METALS USA: Names Robert McCluskey President Flat Rolled Group
--------------------------------------------------------------
Metals USA, Inc., (Amex: MLT) a leading metals distributor and
processor headquartered in Houston, announced the promotion of
Robert J. McCluskey to Sr. Vice President and President of the
Flat Rolled Group.  The promotion is effective immediately.

Mr. McCluskey, age 57, has been serving the company as Senior Vice
President of Finance for the Flat Rolled Group since 2000.  Mr.
McCluskey has served in various financial and management positions
within the company since it was founded in 1997.

Lourenco Goncalves, President and CEO stated: "Bob McCluskey is a
team player, and that is the type of professional the new Metals
USA needs.  I am pleased to announce Bob's promotion because it is
a step in the right direction."

Metals USA, Inc., whose Plan of Reorganization has been confirmed
by the U.S. Bankruptcy Court for the Southern District of Texas,
is a leading metals processor and distributor in North America
providing a wide range of products and services in the Carbon
Plates and Shapes, Flat-Rolled Products, and Building Products
markets.


MIRANT: Amends Solicitation of Acceptances for Prepackaged Plan
---------------------------------------------------------------
Mirant (NYSE: MIR) has amended its previously filed exchange
offers and solicitation of acceptances. The company is now seeking
acceptances from its bank lenders in the proposed pre-packaged
plan of reorganization. Consistent with Mirant's previous filing,
the solicitation of acceptances of the pre-packaged plan of
reorganization contains substantially the same terms as the terms
in the exchange offers.

Additionally, on June 10 certain bondholders of Mirant Americas
Generation senior notes filed suit against various defendants,
including Mirant and MAG, claiming that their rights as
bondholders were and would be violated, and seeking, among other
things, to enjoin the transaction prior to the expiration of the
exchange offer period. On June 13, the plaintiffs requested that
the court schedule a hearing on their motion to enjoin the
consummation of the exchange offers. On June 18, the court refused
to schedule such a hearing, and instead, scheduled a trial for
November or December 2003.

This decision allows Mirant and MAG to move forward with their
exchange offers as scheduled. Mirant and MAG believe the
plaintiffs' claims are without merit and intend to defend this
action vigorously.

"Our strong preference is to achieve a financial restructuring out
of court, and we remain hopeful we can do so," said Marce Fuller,
president and chief executive officer, Mirant.

The documents describing the amended exchange offer and
solicitation of acceptances of the pre-packaged plan of
reorganization have been filed with the Securities and Exchange
Commission, and are available on the company's Web site, at
http://www.mirant.com

Mirant is a competitive energy company that produces and sells
electricity in the United States, the Philippines and the
Caribbean. The company owns or controls approximately 22,000
megawatts of electric generating capacity around the world. Mirant
integrates risk management and marketing activities with its
extensive asset portfolio. Visit http://www.mirant.comfor more
information on the Company.


NAT'L BENEVOLENT: Fitch Keeps BB- Bond Rating on Watch Negative
---------------------------------------------------------------
Fitch Ratings has downgraded the National Benevolent Association's
outstanding bonds to 'BB-' from 'BBB-' and maintained the bonds on
Rating Watch Negative.

Of immediate concern is the potential acceleration of roughly $63
million of letter of credit enhanced variable rate debt through
KBC Bank. Current letters of credit expire in September 2003, and
failure to secure replacements or an extension of existing
coverage will trigger a draw on the letters of credit, thus
forcing the NBA to repay credit provider banks promptly. Because
unrestricted cash on hand was $81.7 million as of March 31, 2003,
such a series of events could threaten the entire organization's
viability. To date, the NBA has not negotiated replacement letters
of credit or an extension of existing letters, and the possibility
of payment acceleration is the rationale for the bonds placement
on Rating Watch Negative. The NBA will begin renegotiation with
its letter of credit banks in July or August, pending the
completion of a revised FY 2003 budget and the development of a
business plan for fiscal 2004 and 2005. In addition, drawings on a
line of credit through First Bank of slightly more than $9 million
are also due in September.

Recurring losses on continuing operations and reduced non-
operating income have substantially weakened the NBA's overall
financial profile, and the NBA is currently in technical default
under the terms of its master trust indenture, having missed
numerous financial ratio covenants. Losses from continuing
operations totaled close to $21 million, and management has
provided Fitch with no convincing corrective action plan for
reducing this loss. Its fiscal year ended Dec. 31, 2002 bottom
line deficit was negative 15.3% with cash flow from operations of
negative $12.1 million. Also in fiscal 2002, certain one-time
charges such as losses on discontinued operations ($6.6 million),
realized and unrealized investment loses ($13.3 million, of which
$6.4 million is unrealized), and losses on a swap agreement ($2.7
million) all contributed to a $29 million reduction of net assets.
Through the three months ended March 31, 2003, the NBA lost $3.4
million on total revenue of $35.6 million (negative 9.7%). Debt
service coverage through March 31, 2003 is 0.6 times.

Over the previous 18 months the NBA has divested six properties
from its obligated group, and several other facilities have been
identified for potential divestiture. A management reorganization
has resulted in a new chief financial officer, and the
organization has engaged several firms for consultation. Fitch
believes a lax system of accountability and limited central
authority have been structural challenges of the organization, and
while some efforts such as the recent centralization of policies
and procedures and the replacement of over 35% of facility boards
with central office management are initiatives viewed favorably,
Fitch believes operating performance improvement clearly requires
a more aggressive approach than that which has been shown to date.
In addition, six facilities remain chronic money losers, with
little immediate improvement expected by them in the near term.
Two of these facilities are continuing care retirement facilities
that contributed nearly $9 million of the organization's $21
million bottom line loss last year, as both facilities cope with
excess capacity in competitive markets. Insurance and labor
expenses also present ongoing challenges to the organization.
Recent disclosure to Fitch has been delayed and not comprehensive,
and management has indicated full disclosure will not be provided
to Fitch until July or August 2003. Fitch received the NBA's
audited financial statements in early June, 2003.

The primary organizational strengths remain the NBA's diversity of
facilities and locations, and though diminished somewhat from
previous periods, its cash reserves. Days cash on hand is adequate
at March 31, 2003 at 207 days, though cash to debt is weak at 39%.
Liquidity has declined significantly since Dec. 31, 1999, when the
NBA maintained 382 days cash on hand and 74% cash to debt.

Headquartered in St. Louis, MO NBA provides services to the
elderly, children, and the developmentally disabled in 22
facilities. The National Benevolent Association was created in
1887 and currently operates 94 facilities and programs. NBA
programs provide housing, care and other services for the elderly
in nursing homes, assisted-living units and independent-living
units. In addition, they serve at-risk children, youth and
families, as well as individuals with disabilities, through
residential and community-based programs. The Obligated Group
includes 22 operating facilities located in 13 states that care
for approximately 9,000 individuals, accounting for the vast
majority of consolidated financial operations.

Outstanding Debt

-- $9,650,000 Jacksonville Health Facilities Authority (FL)
   industrial development revenue bonds (NBA--Cypress Village
   Florida Project), series 2000A;

-- $10,080,000 Colorado Health Facilities Authority (CO)
   revenue bonds (NBA--Village at Skyline Project), series 2000C;

-- $9,390,000 Colorado Health facilities Authority (CO)
   revenue bonds (NBA-Village at Skyline Project), series 1999A;

-- $3,980,000 Oklahoma County Industrial Authority (OK)
   health care revenue bonds (NBA - Oklahoma Christian Home
   Project), series 1999;

-- $2,695,000 Health and Educational Facilities Authority of the
   State of Missouri (MO) Health Facilities refunding and
   improvement revenue bonds (NBA - Central Office Project),
   series 1999;

-- $15,145,000 Colorado Health Facilities Authority (CO) health
   facilities revenue bonds (NBA - Village at Skyline Project),
   series 1998B;

-- $10,715,000 Colorado Health Facilities Authority (CO) health
   facilities refunding revenue bonds (NBA - Multi-state Issue),
   series 1998A;

-- $5,935,000 Iowa Finance Authority (IA) health facilities
   revenue bonds (NBA - Ramsey Home Project), series 1997;

-- $2,235,000 Oklahoma County Industrial Authority (OK) health
   care refunding revenue bonds (NBA - Oklahoma Christian Home
   Project), series 1997;

-- $2,160,000 Health and Educational Facilities Authority of the
   State of Missouri (MO) health facilities revenue bonds (NBA -
   Woodhaven Learning Center Project), series 1996A;

-- $625,000 Colorado Health Facilities Authority (CO) tax-exempt
   health facilities revenue bonds (NBA - Colorado Christian Home
   Project), series 1996A;

-- $2,650,000 Illinois Development Finance Authority (IL) health
   facilities revenue bonds (NBA - Barton W. Stone Christian Home
   Project), series 1996;

-- $4,485,000 Colorado Health Facilities Authority (CO) health
   facilities authority tax-exempt health facilities revenue bonds
   (NBA - Village at Skyline Project), series 1995A;

-- $4,655,000 Jacksonville (FL) Health Facilities Authority
   industrial development revenue bonds (NBA - Cypress Village
   Florida Project), series 1994;

-- $3,645,000 Health and Educational Facilities Authority of the
   State of Missouri (MO) health facilities revenue bonds (NBA -
   Lenoir Retirement Community Project), series 1994;

-- $8,015,000 Jacksonville (FL) Health Facilities Authority
   industrial development revenue bonds (NBA - Cypress Village
   Florida Project), series 1993;

-- $23,950,000 Jacksonville (FL) Health Facilities Authority
   revenue refunding bonds (NBA - Cypress Village Florida
   Project), series 1992;

-- $22,590,000 City of Indianapolis, (IN) economic development
   refunding and improvement revenue bonds (NBA - Robin Run
   Village Project), series 1992;

-- $4,485,000 Industrial Development Authority of Cass County,
   (MO) industrial revenue refunding bonds (NBA - Foxwood Springs
   Living Center Project), series 1992;

-- $1,850,000 Bexar County (TX) Health Facilities Development
   Corp. tax-exempt health facilities revenue bonds (NBA - Patriot
   Heights Project), series 1992B.


NATL CENTURY: Baltimore Cash Collateral Pact Extended to Jul 11
----------------------------------------------------------------
Pursuant to an agreement among the National Century Debtors and
the Baltimore Debtors, the Baltimore Court granted the Baltimore
Debtors' request to use cash collateral.

The Baltimore Cash Collateral Order set forth the terms on which
the Debtors could use their cash on an interim basis and has been
extended three times by the Baltimore Court on December 13, 2002,
January 29, 2003, and March 18, 2003.

Baltimore Debtors' 16 affiliates filed voluntary petitions for
relief under Chapter 11 in the Baltimore Court on February 2003.
The cases are being jointly administered.  On April 22, 2003, one
additional affiliate of the Baltimore Debtors filed a voluntary
petition under Chapter 11.  The Joint Administration Motion of the
April Baltimore Debtor is still pending.

Accordingly, the Debtors sought and obtained Court approval of
their stipulation with the Baltimore Debtors.  The Stipulation
provides that the Baltimore Cash Collateral Order will be extended
through and including July 11, 2003.

This agreement will be set forth in the Eighth Baltimore Cash
Collateral Order.  Certain cash collateral addressed by the
Eighth Baltimore Cash Collateral Order may also constitute
proceeds of accounts receivable generated by the April Debtor,
which proceeds may be subject to the automatic stay of Section 362
of the Bankruptcy Code.

The Court authorized the Debtors to take all actions necessary or
appropriate to implement the Eighth Baltimore Cash Collateral
Order.  The automatic stay and any other orders or injunctions
that have been or may be entered by the Court are modified to the
extent necessary to allow the parties to implement the Eighth
Baltimore Cash Collateral Order. (National Century Bankruptcy
News, Issue No. 18; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


NIMBUS GROUP: Has Until August 8 to Meet AMEX Listing Standards
---------------------------------------------------------------
Nimbus Group Inc. (Amex: NMC) has received notice from the
American Stock Exchange that although the Company is not currently
in compliance with the Amex listing standards, the Company's
business plan makes a reasonable demonstration to regain
compliance by the end of the Plan period, August 28, 2004 and
therefore will continue to be listed.

On February 28, 2003 Nimbus received notice from the Amex Staff
indicating that the Company is below certain of the Exchange's
continued listing standards as set forth in Section
1003(a)(iv)(c)(i) of the Amex Company Guide, due to net losses in
the past three fiscal years with equity below $2 million
respectively. The Company was afforded the opportunity to submit a
plan of compliance to the Amex and on June 10, 2003 presented its
Plan to the Amex. On June 13, 2003 the Amex notified the Company
that it accepted the Company's plan of compliance and granted the
Company an extension of time to regain compliance with the
continued listed standards. The Company will be subject to
periodic review by the Amex Staff during the extension period.
Failure to make progress consistent with the plan or regain
compliance with the continued listing standards by the end of the
extension period could result in the Company being delisted from
the Amex.

The Company has also filed an amendment to its Form 10 Q/A
quarterly report for the period ended March 31, 2003 on June 16,
2003 reflecting a correction to its financial statement and
subsequent event disclosure dealing with a related party
transaction.

Nimbus primarily focuses on the development and wholesale
distribution of fragrances both proprietary and under license, as
well as a diverse line of skincare products. The Company does not
plan to directly manufacture any product, nor take large positions
in inventory. The Company has acquired certain rights to a
portfolio of fragrance brands and skin care products from
Omniscent Corp.; has entered into a licensing agreement with
Victory International USA LLC to distribute its Cara Mia cosmetics
brands worldwide; and has acquired the licensing rights for
Phantom Fragrances that had been granted to Moar International.

Nimbus Group Inc.'s March 31, 2003 balance sheet shows a working
capital deficit of about $350,000 and a total shareholders' equity
deficit of about $350,000.


NORTHWEST BIOTHERAPEUTICS: Secures Fresh Capital & Cuts Expenses
----------------------------------------------------------------
Northwest Biotherapeutics, Inc. (OTC Bulletin Board: NWBT.OB)
announced the cash sale of certain future royalty rights to
Medarex, Inc., and the implementation of additional measures to
conserve capital.

Under the terms of its agreement with Medarex, the Company has
granted Medarex the right to receive any future royalties from
products derived from a certain identified antibody target.  In
exchange for these future royalties, Medarex will pay the Company
$816,000.

As part of its effort to lower expenses, the Company has reduced
head count by 8 positions or 42%.  As part of this reduction, Mr.
Wilds will no longer be an employee of the Company, but will
continue to serve as the Company's Chief Executive Officer and as
Chairman of the Company's Board of Directors.  Dr. Alton L.
Boynton, a Company Founder and its Chief Operating and Scientific
Officer, has also been appointed President.  In addition, the
Company has terminated its multi-year lease obligation for its
current facility and has secured new, more cost-effective space
for its continuing operations. The Company plans to relocate to
its new facility at 22322 - 20th Avenue SE, Suite 150, Bothell,
Washington by July 1, 2003.

"These actions are intended to extend our cash flow thus providing
an expanded window for Company scientists to further establish the
value of our core technologies," stated Daniel O. Wilds, Northwest
Biotherapeutics' Chairman and Chief Executive Officer.  "Our new
automated tangential flow filtration system has been positively
received by members of the academic and scientific communities and
is scheduled to be placed in several major medical centers in the
fall of 2003.  In addition, we continue to be encouraged by the
preclinical performance of our DCVax-Direct Adjuvant Cancer
Therapy, which has demonstrated utility in an animal model system
by regressing multiple tumor sites and by preventing the
recurrence of cancer.  The combination of additional capital and
reduced spending should enable the evaluation for broader
applications of our new processing technology.  It should also
allow us to complete additional preclinical studies of our
proprietary monoclonal antibody-based cancer product candidates."

Northwest Biotherapeutics is a biotechnology company focused on
discovering, developing and commercializing immunotherapy products
that safely generate and enhance immune system responses to
effectively treat cancer.  The Company's strategy is to combine
its expertise in dendritic cell biology, immunology and antigen
discovery with its proprietary technologies to develop cancer
therapies.  As part of its strategy, it is further developing
diagnostic and therapeutic antibodies against its proprietary
cancer targets and it is continuing refinement of its next
generation system for cost effectively producing high purity
dendritic cells and dendritic cell precursors for potential new
cancer products.

                         *    *    *

          Liquidity and Going Concern Uncertainty

In its Form 10-Q filed for the quarter ended March 31, 2003, the
Company reported:

"Our independent auditors have indicated in their report on our
2002 financial statements, included in our 2002 Form 10-K, that
there is substantial doubt about our ability to continue as a
going concern. From inception, we have financed our operations
primarily through the public and private sale of securities, cash
generated from the sale of scientific research products, equipment
leases, sale of intellectual property rights and borrowings from
stockholders. We need to raise substantial additional funding to
conduct research and development activities, pre-clinical studies
and clinical trials necessary to bring our product candidates to
market. We intend to seek additional financing through public or
private equity financings, strategic alliances with corporate
collaborators, additional government grants or other sources.

"However, additional financing may not be available on terms
acceptable to us or at all. The alternative of issuing additional
equity or convertible debt securities also may not be available
and, in any event, would result in additional dilution to our
stockholders. We expect to incur substantial costs as we continue
our research and pre-clinical development initiatives. Additional
costs will be incurred for preparing, filing, maintaining and
enforcing patent claims and other intellectual property rights,
modifications in existing or the establishment of new strategic
partnerships and licensing arrangements, and clinical trials
manufacturing costs.

"On October 9, 2002, our Board of Directors authorized management
to initiate immediate actions to conserve cash. For that purpose,
we reduced and eliminated certain future commitments, sold certain
fixed assets and restructured our operations to focus on
discovering and developing potential cancer immunotherapy products
and commercializing research products.

"In November 2002, we suspended all clinical trial activity for
our DCVax product candidates. We withdrew our Investigational New
Drug Application for DCVax-Prostate, a potential treatment for
prostate cancer, and for DCVax-Lung, a potential treatment for
non-small cell lung cancer.

"As a further result of our restructuring activities, 45 members
of our research and administrative staff were terminated,
including our Chief Financial Officer and our Chief Medical
Officer. Severance and other related costs of this downsizing
totaled $596,000. All severance costs pursuant to the 2002
downsizing have been paid. After these terminations, our remaining
staff of 20 consisted of 9 employees in administration and 11
employees in research and development.

"On December 9, 2002, we entered into an agreement to sell certain
rights, title, and interest in certain antigen targets pertaining
to our fully human monoclonal antibodies to Medarex, Inc. Pursuant
to this agreement, we received $3.0 million in working capital and
we will receive a royalty of 2% of net sales with respect to any
products derived from certain intellectual property. Under the
terms of our agreement with Medarex, we acquired the rights to
certain other cancer targets in exchange for 2.0 million newly
issued unregistered shares of our common stock and warrants to
purchase 800,000 unregistered shares of our common stock, all of
which, are dilutive to our stockholders.

"On December 23, 2002, our common stock was delisted from the
NASDAQ National Market for our failure to maintain minimum
stockholders' equity of at least $10 million. In addition, our
shares did not meet the minimum bid price requirement of one
dollar per share and our "public float" was not in compliance with
the $5 million requirement contained in the NASDAQ Marketplace
Rules. Our common stock is currently trading on the Over The
Counter Bulletin Board (OTCBB). We do not expect to regain
compliance with the NASDAQ common stock listing requirements in
the foreseeable future.

"We used $3.7 million in cash for operating activities during the
three months ended March 31, 2002, compared to $1.7 million during
the three months ended March 31, 2003. The change in cash used in
operating activities from 2002 to 2003 was primarily a result of
the November 2002 suspension of all clinical trial activity.

"We used $244,000 in cash for investing activities during the
three months ended March 31, 2002 compared to $1.9 million
provided by investing activities during the three months ended
March 31, 2003. The cash used during the three months ended March
31, 2003 consisted of $1.1 million received from Medarex and the
sale of Medarex (MEDX) common stock held as marketable securities
on December 31, 2002 arising from the December 9, 2002 Assignment
and License Agreement.

"[W]e do not have committed external sources of funding as of
May 12, 2003. We may be unable to obtain additional funds on
acceptable terms, if at all, and may need to undertake additional
restructuring in the second and third quarters of 2003. Depending
upon the impact of this further restructuring, and depending upon
whether adequate funds are available to us we may cease business
operations. If we are unable to obtain additional capital, we may
choose to cease operations at any time in an effort to maximize
the value, if any, to be paid to our stockholders following a
potential liquidation."


NRG ENERGY: Power Marketing Unit Wants to Reject CL&P Agreement
---------------------------------------------------------------
NRG Power Marketing, Inc. and the Connecticut Light and Power
Company are parties to a Standard Offer Services Wholesale Sales
Agreement.  Pursuant to the CL&P Agreement, PMI is required to
provide a fixed percentage -- the Contract Load Quantity -- of the
fuel requirements for power of CL&P's customers purchasing
Standard Offer Service from CL&P.

The CL&P Agreement provides that the Contract Load Quantity is
subject to an annual increase.  For calendar year 2003, PMI's
Contract Load Quantity is at its maximum of 45%.  The power
required to meet the Contract Load Quantity is supplied at the
rates associated with each 5% increment of Contract Load
Quantity.

According to Matthew A. Cantor, Esq., at Kirkland & Ellis, in New
York, CL&P defaulted in its obligations under the CL&P Agreement
in August 2002.  CL&P withheld approximately $20,000,000 relating
to a dispute between the parties regarding transmission congestion
charges.  In an August 13, 2002 letter, PMI noted that Section 5.4
of the CL&P Agreement did not give CL&P the authority to withhold
amounts of transmission congestion charges CL&P paid to the
independent system operator for New England because the charges
were not disputed amounts of any PMI bill.

Furthermore, PMI informed CL&P that it is in default under
Section 5.5 of the CL&P Agreement, thereby triggering CL&P's
obligation to cure the default within 30 days.  In effect, PMI
reserved its right to terminate the CL&P Agreement on five days'
written notice as provided under Section 5.5 of the CL&P
Agreement.  However, Mr. Cantor notes, CL&P failed to cure the
default within 30 days.  In addition, CL&P has systematically
defaulted on its obligations by withholding transmission
congestion charges of another approximately $6,500,000 through
monthly deductions from amounts due to PMI.  CL&P continued its
blatant violation of PMI's rights and withheld additional charges
relating to the March 1, 2003 implementation of the standard
market design.

Consequently, on May 14, 2003, PMI provided written notice that it
is terminating the Agreement effective five days after CL&P's
receipt of the written notice.  Out of abundance of caution, by
this motion, PMI seeks the Court's authority to reject the CL&P
Agreement effective May 19, 2003.

Prior to the proposed termination, adverse market fluctuations
negatively impacted the "market-to-market" position of the CL&P
Agreement, among several others of the Debtors' agreements.  Mr.
Cantor relates that this negative market-to-market change relative
to the prices in the CL&P Agreement has exposed PMI to significant
financial losses due to fluctuations relating to the market price
of fuel required to generate the power PMI is obligated to provide
and the cost of merchant power PMI is required to buy pursuant to
the CL&P Agreement.  Prior to the CL&P Agreement termination, the
Debtors estimate that the negative market-to-market position of
the remainder of the CL&P Agreement exceeds $101,000,000.  Thus,
Mr. Cantor concludes, the CL&P Agreement is burdensome and
provides no economic value to its estate. (NRG Energy Bankruptcy
News, Issue No. 5; Bankruptcy Creditors' Service, Inc., 609/392-
0900)

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


ORBITAL SCIENCES: Commences Cash Tender Offer for 12% Notes
-----------------------------------------------------------
Orbital Sciences Corporation (NYSE: ORB) (S&P/B+/Stable) has
commenced a cash tender offer and consent solicitation for any and
all of its $135 million outstanding principal amount of 12% Second
Priority Secured Notes due 2006.

The Offer is scheduled to expire at 12:00 midnight (EDT), on
Friday, July 18, 2003, unless extended or earlier terminated.
Holders of the Notes who tender their Notes and deliver consents
on or prior to 5:00 p.m., (EDT), on Tuesday, July 1, 2003, will
receive 105.025% of the principal amount of the Notes validly
tendered. Holders who tender their Notes after the Consent Date
but prior to the Expiration Date will receive 104% of the
principal amount of the Notes validly tendered.  In each case,
holders who validly tender their Notes shall receive accrued and
unpaid interest and liquidated damages on such principal amount of
Notes up to, but not including, the applicable payment date.

The Offer is subject to the satisfaction of certain conditions,
including the Company's receipt of valid tenders from holders of
at least a majority of the outstanding principal amount of the
Notes and debt financing sufficient to consummate the Offer on
terms acceptable to the Company.

The complete terms and conditions of the Offer are described in
the Company's Offer to Purchase and Consent Solicitation Statement
dated June 20, 2003, copies of which may be obtained by contacting
the information agent, D.F. King & Co., Inc. at (888) 567-1626.

The Company has engaged Banc of America Securities LLC to act as
exclusive dealer manager and solicitation agent in connection with
the Offer.  Questions regarding the Offer may be directed to Banc
of America Securities, High Yield Special Products, at (888) 292-
0070 or (704) 388-4807 (collect).  Requests for documentation may
be directed to the D.F. King & Co., Inc. information agent for the
Offer, at (888) 567-1626.  The depositary for the Offer is U.S.
Bank National Association.

Orbital develops and manufactures small space and missile systems
for commercial, civil government and military customers.  The
Company's primary products are satellites and launch vehicles,
including low-orbit, geostationary and planetary spacecraft for
communications, remote sensing and scientific missions; ground-
and air-launched rockets that deliver satellites into orbit; and
missile defense boosters that are used as interceptor and target
vehicles.  Orbital also offers space-related technical services to
government agencies and develops and builds satellite-based
transportation management systems for public transit agencies and
private vehicle fleet operators.

More information about Orbital can be found at
http://www.orbital.com


PANGEO PHARMA: Ability to Continue Operations Still Uncertain
-------------------------------------------------------------
PanGeo Pharma Inc. (PIL:TSX) announced that if the Company been
able to issue its audited financial statements in a timely manner,
the financial statements would have contained a going concern note
substantially similar to the note set out below:

"These consolidated financial statements have been prepared on a
going concern basis in accordance with Canadian generally accepted
accounting principles. The going concern basis of presentation
assumes that PanGeo will continue in operation for the foreseeable
future and be able to realize its assets and discharge its
liabilities and commitments in the normal course of business.
There is significant doubt about the appropriateness of the use of
the going concern assumption because the Company experienced
significant losses in 2003. As at January 31, 2003, the Company
was in default of the terms of the financing agreement related to
its bank indebtedness and term loan with its primary financial
institution. Upon the event of default, the bank may, in its
discretion, declare the principal and interest on all debt items
outstanding to be due and payable and the Company shall forthwith
be required to pay to the bank all such sums. To date, the bank
has not made this declaration and has not formally waived the
event of default. At January 31, 2003, the outstanding amount
related to this debtor amounted to $27,501,000.

"During the fourth quarter, the Company began implementation of a
revised business plan to divest its Romanian subsidiary and to
exit the African market. Furthermore, the Company adopted measures
to optimize the size and composition of its organization,
resulting in a workforce reduction and termination of employees.
The Company is also actively pursuing various options with
potential lenders and investors, which if accepted, will, in
management's view, enable the Company to achieve its business
plans. No agreements with potential lenders or investors have been
reached yet and there can be no assurance that such agreements
will be reached."

"The ability of the Company to continue as a going concern and to
realize the carrying value of its assets and discharge its
liabilities when due is dependent on the successful completion of
the actions taken or planned, some of which are described above
which, management believes, will mitigate the adverse conditions
and events which raise doubt about the validity of the "going
concern" assumptions used in preparing these financial statements.
There is no certainty that these and other strategies will be
sufficient to permit the Company to continue beyond January 31,
2004.

"The financial statements do not reflect adjustments that would be
necessary if the "going concern" assumptions were not appropriate.
If the "going concern" basis were not appropriate for these
financial statements, adjustments would be necessary in the
carrying value of assets and liabilities, the reported revenues
and expenses, and the balance sheet classification used.

"Prior to the issuance by the Company of the press release dated
June 19, 2003, the Company was in the advanced stages of
negotiations for the accommodation of its secured lender and
additional financing from a subordinate lender.

"As a result of the Company's inability to issue its audited
financial statements in a timely manner, the Company's secured
lender and prospective subordinate lender suspended such
negotiations."

PanGeo Pharma Inc. -- http://www.pangeopharma.com-- is a
specialty pharmaceutical company with core competencies in
pharmaceutical manufacturing and marketing. The company
manufactures and supplies a range of specialty pharmaceutical
products and services to Canadian and international markets.


PARAGON TRADE: Weyerhaeuser Will Seek Review of Court Decision
--------------------------------------------------------------
Weyerhaeuser Company (NYSE:WY) will seek an immediate review of
the decision by U.S. Bankruptcy Court Judge Margaret Murphy to
deny a reconsideration of her summary judgment ruling on liability
arising from the bankruptcy of Paragon Trade Brands, Inc.

Weyerhaeuser had requested Judge Murphy to reconsider her earlier
decision that found Weyerhaeuser liable for breach of warranties
in connection with the 1993 transfer of its disposable diaper
business to Paragon. Judge Murphy based the ruling on patent
infringement claims asserted by Kimberly-Clark and others against
Paragon.

In its filing for reconsideration, Weyerhaeuser said Judge
Murphy's finding was inconsistent with a ruling by the Federal
Circuit Court of Appeals, the court of last resort for most patent
cases, holding that Kimberly-Clark's patents do not cover the type
of diaper design used by Paragon. Paragon stopped paying royalties
to Kimberly-Clark following the Circuit Court ruling.

Review of the decision is discretionary with the U.S. District
Court at this stage of the litigation because no damages have been
awarded, but Weyerhaeuser will seek an early review because it
believes the bankruptcy court's decision on liability is wrong as
a matter of law.

Weyerhaeuser has consistently maintained the claims brought
against it by the bankrupt estate are without merit and will take
every step available to defend itself.

Weyerhaeuser Company, one of the world's largest integrated forest
products companies, was incorporated in 1900. In 2002, sales were
$18.5 billion. It has offices or operations in 18 countries, with
customers worldwide. Weyerhaeuser is principally engaged in the
growing and harvesting of timber; the manufacture, distribution
and sale of forest products; and real estate construction,
development and related activities. Additional information about
Weyerhaeuser's businesses, products and practices is available at
http://www.weyerhaeuser.com


PARAGON TRADE: Weyerhaeuser Request for Reconsideration Nixed
-------------------------------------------------------------
U.S. Bankruptcy Judge Margaret Murphy has denied Weyerhaeuser
Company's Motion for Reconsideration of the Order granting Summary
Judgment on liability against Weyerhaeuser entered in October of
2002 in favor of Paragon Trade Brands, Inc.

"I find none of the evidence presented by Weyerhaeuser in its
motion for reconsideration is new," stated Judge Murphy.

Last year, Judge Murphy granted Summary Judgment on liability
against Weyerhaeuser in a $400 million breach of warranty case
filed by Paragon. The original proceedings stemmed from a 1993
asset sale by Weyerhaeuser to Paragon which closed concurrent with
the sale of 100 percent of Paragon's newly issued stock to public
investors. Weyerhaeuser received approximately $240 million in
proceeds from the IPO. At the time of the offering, Weyerhaeuser
had incorporated patented features into diapers it sold in the
business it transferred to Paragon, but did not have the licenses
from its competitors for use of the technology. As a result,
Paragon's use of this patented technology resulted in a patent
infringement lawsuit against Paragon by Procter & Gamble a year
after the IPO, and another case filed after the IPO against
Paragon by Kimberly-Clark Corporation. Paragon's loss of the P&G
patent case in late 1997 and the huge damages verdict and
injunction that were issued set in motion Paragon's bankruptcy
filing. In the action by Paragon against Weyerhaeuser, the court
found that four warranties included as part of the agreement
between Weyerhaeuser and Paragon were a breach as a matter of law,
because, among other matters, the intellectual property assets
transferred to Paragon by Weyerhaeuser were not adequate to
conduct the business that Weyerhaeuser was conducting at the time
of the IPO.

In her ruling Wednesday, Judge Murphy stated that "motions for
reconsideration serve a limited purpose of correcting manifest
errors of law or fact or in certain instances calling newly
discovered evidence to the Court's attention or perhaps a new
statute. The evidence and argument presented by Weyerhaeuser in
its motion for reconsideration are repetitive and redundant of
evidence in argument presented by Weyerhaeuser in its briefs and
oral argument on the summary judgment motions."

"We are very pleased with the decision by Judge Murphy on behalf
of our client," stated Andrews & Kurth partner John Lee, who
represented the litigation claims representative for Paragon.
"This ruling allows us to proceed with the trial to determine
damages. We will seek to recover the more than $400 million in
losses incurred by Paragon as a result of the patent claims, the
injunction, and the bankruptcy. We will also seek to recover pre-
and post-judgment interest and attorney's fees relating to our
claims under the warranties the Court has properly held
Weyerhaeuser breached." Mr. Lee added: "Judge Murphy properly
rejected Weyerhaeuser's effort to reargue the liability verdict.
We remain quite confident that Judge Murphy's decision will be
upheld in the face of any appeal."

Lawyers representing Randall Lambert, the litigation claims
representative for Paragon, were Mr. Lee and Scott Locher of
Andrews & Kurth (Houston), and co-counsel Parker C. Folse, III of
Susman Godfrey L.L.P. (Seattle) and Charles E. Campbell of McKenna
Long and Aldridge L.L.P. (Atlanta).

For additional information concerning Judge Murphy's original
Summary Judgment Order entered in October 30 2002, see
http://www.akllp.com/EventsMediaCenter/NewsReleases/2002/weyco.pdf

Andrews & Kurth L.L.P., founded in 1902, is headquartered in
Houston, has approximately 400 lawyers and additional offices in
Austin, Dallas, The Woodlands, Los Angeles, London, New York and
Washington D.C. The firm has an international clientele and broad
industry experience, particularly in the areas of bankruptcy,
energy, corporate, finance, technology, real estate, tax,
litigation, labor, health care and many others.


PERKINELMER INC: Intends to Redeem Zero Coupon Conv. Debentures
---------------------------------------------------------------
PerkinElmer, Inc. (NYSE: PKI) announced that in connection with
its fourth quarter 2002 debt refinancing it has called for
redemption all of its outstanding Zero Coupon Convertible
Debentures due 2020 that were not previously repurchased. The zero
coupon convertible debentures will be redeemed at a redemption
price equal to $554.41 per $1,000 in principal amount at maturity,
or an aggregate of approximately $157.4 million. The redemption
date has been set at August 7, 2003.

PerkinElmer expects to use amounts it deposited into an escrow
account following its December 2002 debt restructuring
transactions to pay substantially all of the aggregate redemption
price for its zero coupon convertible debentures.

Holders of the zero coupon convertible debentures will receive a
notice of redemption within the next several days.

PerkinElmer, Inc. is a global technology leader focused in the
following businesses - Life and Analytical Sciences,
Optoelectronics and Fluid Sciences. Combining operational
excellence and technology expertise with an intimate understanding
of our customers' needs, PerkinElmer provides products and
services in health sciences and other advanced technology markets
that require innovation, precision and reliability. The Company
serves customers in more than 125 countries, and is a component of
the S&P 500 Index. Additional information is available through
http://www.perkinelmer.com

                         *     *     *

As previously reported, Standard & Poor's lowered its corporate
credit and senior unsecured note ratings on PerkinElmer Inc., to
'BB+' from 'BBB-', based on weak credit measures for the rating
and subpar operating performance in 2002. At the same time,
Standard & Poor's assigned a 'BB+' bank loan rating to the $445
million senior secured credit facilities due 2008 and a 'BB-'
rating to the $225 million of senior subordinated notes due 2012.
Ratings were removed from CreditWatch where they were placed on
October 30, 2002.

The prior bank loan rating and the short-term rating were
withdrawn.

The outlook on the Wellesley, Massachusetts-based diversified
technology provider is stable. Total debt outstanding is $661
million (including synthetic leases and accounts receivable
securitization).


PHILIP SERVICES: Turns to Jefferies & Co. for Financial Advice
--------------------------------------------------------------
Philip Services Corporation and its debtor-affiliates ask for
permission from the U.S. Bankruptcy Court for the Southern
District of Texas to retain Jefferies & Company, Inc. as their
Financial Advisors.

Jefferies provides a broad range of corporate advisory services to
its clients including:

     i) general financial advice,

    ii) mergers, acquisitions, and divestitures,

   iii) special committee assignments,

    iv) capital raising, and

     v)corporate restructurings.

The Debtors relate that as of April 16, 2003, they retained
Jefferies as for advice about restructuring alternatives with
respect to the Company's liabilities. As a result, Jefferies has
developed considerable knowledge of the Debtors' businesses.

The Debtors expect Jefferies to:

     a) become familiar, to the extent Jefferies deems
        appropriate, with and analyze the business, operations,
        properties, financial condition and prospects of the
        Debtors;

     b) advise the Debtors on the current state of the
        "restructuring market";

     c) assist and advise the Company in developing a general
        strategy for accomplishing the Restructuring;

     d) assist and advise the Debtors in implementing a plan of
        restructuring on behalf of the Debtors;

     e) assist and advise the Debtors in evaluating and
        analyzing a restructuring including the value of the
        securities, if any, that may be issued to certain
        creditors under any restructuring plan; and

     f) render such other financial advisory services as may
        from time to time be agreed upon by the Debtors and
        Jefferies.

Richard Nevins Jr., discloses that the Debtors will pay Jefferies:

     a) a monthly retainer fee of $175,000;

     b) a Completion Fee of $2.5 million due upon consummation
        of the Restructuring; and

     c) a Success Fee equal to 1.25% of the Transaction Value,
        but shall not exceed $2,237,500.

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


PLAYTEX PRODUCTS: S&P Keeps Low-B Ratings on Watch Developing
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit and senior secured bank loan ratings on personal care
company Playtex Products Inc. to 'B+' from 'BB-'. The subordinated
debt rating was lowered to 'B-' from 'B'. All ratings remain on
CreditWatch with developing implications, where they were placed
Nov. 13, 2002. Developing implications means that the ratings
could be raised, lowered, or affirmed, depending on the outcome of
Standard & Poor's review.

About $856 million in total debt was outstanding on March 29,
2003.

The downgrade reflects Playtex's soft operating performance and
high debt leverage, which have led to credit protection measures
that are weak for the current rating, including debt to EBITDA
(adjusted for nonrecurring charges and the accounts receivable
securitization program) of 6.1x for the 12 months ended March 29,
2003. Playtex is in discussions with its bank group to loosen its
leverage covenant as it does not expect to be in compliance for
the next few quarters.

"Standard & Poor's believes that the company will continue to be
challenged in the intermediate term by the highly competitive
environment in which it operates, given its small size in relation
to other players and the maturity of the U.S. consumer products
market," said Standard & Poor's credit analyst Lori Harris.

The recent weakness in Playtex's results has been largely driven
by intense competition in feminine care due to a new entry in the
plastic applicator segment, as well as the ongoing highly
competitive infant care segment. As a result, the company has
significantly increased its advertising spending to defend market
share and support new products, and this effort has hurt the
operating margin (which was 20% in the first quarter 2003 compared
with 26% for the same period a year earlier). Further erosion in
Playtex's operating performance or credit measures could result in
a ratings downgrade.

Playtex's ratings remain on CreditWatch because of the company's
November 2002 announcement that it is considering potential
opportunities to sell all or part of the business to maximize
long-term shareholder value. Should management pursue the option
of selling the company, ratings on Playtex could be raised,
lowered, or affirmed depending on the business and financial
strength of the acquiring company. When a transaction or strategic
plan is announced, Standard & Poor's will evaluate its impact on
credit quality.


PRECISE IMPORTS: Wants to Honor & Pay Critical Vendor's Claim
-------------------------------------------------------------
Precise Imports Corporation, Inc., asks for authority from the
U.S. Bankruptcy Court for the Southern District of New York to pay
the prepetition claims of Schneider Freight USA, Inc., which
provides services that are essential to the continued operations
of the Debtor.

The Debtor relates that it currently maintains a relationship with
Schneider, in which Schneider provides services essential to the
continued operation of the Debtor.  Schneider provides valuable
services to the Debtor, including shipping and freight, as well as
handling customs for the Debtor.  The Debtor does not manufacture
its own products, it purchases from abroad and sells them in North
America. As such, Schneider is critical to the Debtor's continued
success.  The Debtor cannot continue to operate, nor can the
Debtor successfully reorganize, without the services provided by
Schneider.  As of the Petition Date, Schneider is owed $113,554.

The Debtor has determined that the continuing business
relationship with Schneider is critical to the Debtor's
reorganization effort.  In this case, postpetition payment of
certain obligations to Schneider is necessary to stabilizes and
continue the ongoing operations of the Debtor.

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


PRIME RETAIL: Annual Shareholders Meeting Adjourned Until Monday
----------------------------------------------------------------
Prime Retail, Inc. (OTC Bulletin Board: PMRE, PMREP, PMREO)
announced that its annual meeting of stockholders held on Tuesday,
June 10, 2003 in Baltimore, Maryland and adjourned until June 24,
2003 for the limited purpose of enabling the Company's preferred
stockholders to elect two directors, will be adjourned again until
Monday, June 30, 2003, 11:00 a.m., because of a lack of a quorum.
The record date for the meeting remains May 1, 2003.

The Company's Series A preferred stockholders and Series B
preferred stockholders, voting together as one class, are entitled
to elect two directors at the Annual Meeting.  The requisite
quorum for the election of directors by such preferred
stockholders is the presence in person or by proxy of a majority
of the shares of the Company's Series A Preferred Stock and Series
B Preferred Stock outstanding as of the record date.  As of
June 19, 2003, proxies relating to the Annual Meeting had been
received from the holders of approximately 37.5% of such shares.

Prime Retail is a self-administered, self-managed real estate
investment trust engaged in the ownership, leasing, marketing and
management of outlet centers throughout the United States.  Prime
Retail currently owns and/or manages 37 outlet centers totaling
approximately 10.4 million square feet of GLA.  The Company also
owns 154,000 square feet of office space.  Prime Retail has been
an owner, operator and a developer of outlet centers since 1988.
For additional information, visit Prime Retail's Web site at
http://www.primeretail.com

                         *    *    *

            Liquidity and Going Concern Uncertainty

As reported in Troubled Company Reporter's May 16, 2003 edition,
the Company's liquidity depends on cash provided by operations and
potential capital raising activities such as funds obtained
through borrowings, particularly refinancing of existing debt, and
cash generated through asset sales. Although the Company believes
that estimated cash flows from operations and potential capital
raising activities will be sufficient to satisfy its scheduled
debt service and other obligations and sustain its operations for
the next year, there can be no assurance that it will be
successful in obtaining the required amount of funds for these
items or that the terms of the potential capital raising
activities, if they should occur, will be as favorable as the
Company has experienced in prior periods.

During 2003, the Company's first mortgage and expansion loan
matures on November 11, 2003. The Mega Deal Loan, which is secured
by a 13 property collateral pool, had an outstanding principal
balance of approximately $262.9 million as of March 31, 2003 and
will require a balloon payment of approximately $260.7 million at
maturity. Based on the Company's initial discussions with various
prospective lenders, it is currently projecting a potential
shortfall with respect to refinancing the Mega Deal Loan.
Nevertheless, the Company believes this shortfall may be
alleviated through potential asset sales and/or other capital
raising activities, including the placement of mezzanine level
debt. The Company cautions that its assumptions are based on
current market conditions and, therefore, are subject to various
risks and uncertainties, including changes in economic conditions,
which may adversely impact its ability to refinance the Mega Deal
Loan at favorable rates or in a timely and orderly fashion, or
which may adversely impact the Company's ability to consummate
various asset sales or other capital raising activities.

In connection with the completion of the sale of six outlet
centers in July 2002, the Company guaranteed to FRIT PRT Bridge
Acquisition LLC (i) a 13% return on its approximately $17.2
million of invested capital, and (ii) the full return of its
invested capital in FP Investment LLC by December 31, 2003. As of
March 31, 2003, the Mandatory Redemption Obligation was
approximately $16.4 million. In April 2003, we made an additional
payment of approximately $1.1 million with net proceeds from the
March 31, 2003 sale of certain excess land which reduced the
balance of the remaining Mandatory Redemption Obligation to
approximately $15.3 million. Although the Company continues to
seek to generate additional liquidity to repay the Mandatory
Redemption Obligation through (i) the sale of FRIT's ownership
interest in the Bridge Properties and/or (ii) the placement of
additional indebtedness on the Bridge Properties, there can be no
assurance that it will be able to complete such capital raising
activities by December 31, 2003 or that such capital raising
activities, if they should occur, will generate sufficient
proceeds to repay the Mandatory Redemption Obligation in full.
Failure to repay the Mandatory Redemption Obligation by December
31, 2003 would constitute a default, which would enable FRIT to
exercise its rights with respect to the collateral pledged as
security to the guarantee, including some of the Company's
partnership interests in the 13 property collateral pool under the
aforementioned Mega Deal Loan. Because the Mandatory Redemption
Obligation is secured by some of the Company's partnership
interests in the 13 property collateral pool under the Mega Deal
Loan, the Company may be required to repay the Mandatory
Redemption Obligation before, or in connection with, the
refinancing of the Mega Deal Loan.

These above listed conditions raise substantial doubt about the
Company's ability to continue as a going concern.


RELIANCE GROUP: 7th Exclusivity Extension Hearing Set for July 9
----------------------------------------------------------------
Steven R. Gross, Esq., at Debevoise & Plimpton, reminds the Court
that it was important to reach a settlement with the Pennsylvania
Insurance Commissioner.  Now, the parties are able to give full
attention to the formulation of plans of reorganization, which
will reflect the terms of the Settlement.  However, the
Commonwealth Court has not approved the Settlement yet.  Also, it
will take time to implement the Settlement due to the complexity
of the issues involved.

In addition, Reliance Group Holdings, Inc., and debtor-affiliates
are contesting the merits and priority status of tax claims
asserted by the New York State and New York City, and are engaged
in negotiations with the relevant taxing authorities.  Since these
taxing authorities have not yet provided a full explanation of
their claims, the process of assessing the tax exposure and
negotiating a compromise of these claims will require more time.

Accordingly, the Debtors ask Judge Gonzalez to extend their
exclusive periods to file and solicit votes for a reorganization
plan.  The Debtors propose a 90-day extension of the Exclusive
Periods, through and including September 30, 2003 for filing a
Chapter 11 plan and until December 2, 2003 to solicit plan votes.
This request is without prejudice to the Debtors' right to seek
further extensions of the Exclusive Periods.

Judge Gonzalez will convene a hearing on July 9, 2003 at 9:30
a.m. to consider the Debtors' request. (Reliance Bankruptcy News,
Issue No. 38; Bankruptcy Creditors' Service, Inc., 609/392-0900)


RELIANT RESOURCES: S&P Rates Senior Sec. & Sub. Notes at B/CCC+
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
Reliant Resources Inc.'s proposed $350 million senior secured
notes and its 'CCC+' rating to RRI's $225 million convertible
senior subordinated notes. All other ratings on RRI and its
subsidiaries are affirmed.

The outlook is negative, reflecting the continued weak wholesale
power market characterized by low margins, overcapacity, lack of
liquidity, regulatory uncertainty, and uncertain cash flows from
its wholesale asset base, partially offset by its Texas retail
business. The continued negative trend in the wholesale operations
and potential for diminished gross margin in the retail segment
may put pressure on the rating in the foreseeable future.

The proceeds from the senior notes will be used to prepay a
portion of the existing $3.8 billion bank term loan. The
convertible issue's proceeds will be used either to prepay
existing indebtedness or to fund a portion of the possible
purchase of CenterPoint's 81% interest in Texas Genco, which has
approximately 14,000MW of generating capacity.

"RRI's ratings and those of its major subsidiaries are based on
the consolidated credit profile of the corporation, but also
reflect the fact that monies are currently trapped at the Orion
operating subsidiaries and cannot be relied on to service
corporate level debt," said Standard & Poor's credit analyst
Arleen Spangler. "The consolidated business profile incorporates
the credit quality of the wholesale and retail operations that RRI
owns," continued Ms. Spangler.

The wholesale operation is characterized by high business risk,
including regulatory uncertainty and volatile cash flows. While
RRI expects the wholesale operation to contribute approximately
one-half of operating cash flow over the next five years, Standard
& Poor's wholesale price outlook would suggest that the wholesale
operation will contribute approximately 38% of operating cash
flow.

RRI's financial profile has weakened considerably due to low
margins in the wholesale business, higher interest costs, high
leverage, and restrictive covenants at its large OPH subsidiary

RRI is also exposed to a possible negative outcome of the FERC
proceedings related to the California markets. Should significant
monetary penalties or adverse business outcomes hamper RRI's
ability to generate adequate cash flow to service debt, the rating
could decline. Should RRI successfully settle the issues
surrounding California and pay down adequate levels of debt to
bring credit protection measures in line with a higher rating,
then a rating upgrade could occur.

Houston, Texas based electricity provider, RRI, has outstanding
debt of approximately $7.9 billion, excluding discontinued
operations and off balance sheet debt obligations of approximately
$800 million, as of March 31, 2003.


SASKATCHEWAN WHEAT: Noteholders Converting Debt for Equity
----------------------------------------------------------
Holders of Saskatchewan Wheat Pool's convertible notes are
exchanging those notes for shares in the company at a brisk pace.
At the same time, the average daily volume of shares traded has
more than tripled in the past three months.

Last week alone, almost $11 million in bonds were converted to
equity, bringing the total in June to $15.5 million and resulting
in the issuance of 34 million new shares. The total number of
shares outstanding is approximately 152 million.

"The convertible note was a significant component of our financial
restructuring and I am extremely pleased with the reaction of the
marketplace," Pool CEO Mayo Schmidt said. "Investors have
converted more than $41 million of these notes and that translates
into potential cash interest savings down the road. That is good
news for all of our investors whether they hold bonds or shares."

Trading in Pool shares has also increased significantly since the
close of the financial restructuring in March of this year, rising
to about two million shares daily from half a million shares a day
three months ago. Schmidt noted that this kind of liquidity gives
investors increased flexibility and attributed the increase to
renewed interest in the company and the grain industry as a whole.

"What we're hearing from investors is that there is renewed
optimism out there," he said. "They recognize the work we, as a
company, have done to get costs in order, improve efficiency and
focus on our core business. As well, spring moisture levels got
the crops off to a good start and recent Canadian Wheat Board
estimates suggest production will be up significantly over last
year. We will still need timely rains throughout the summer, but
these are welcome developments coming off two years of drought."

Saskatchewan Wheat Pool is a publicly traded agribusiness co-
operative headquartered in Regina, Saskatchewan. Anchored by a
prairie-wide grain handling and agri-products marketing network,
the Pool channels prairie production to end-use markets in North
America and around the world. These operations are complemented by
value-added businesses and strategic alliances, which allow the
Pool to leverage its pivotal position between prairie farmers and
destination customers. The Pool's Class B shares are listed on the
Toronto Stock Exchange under the symbol SWP.B.

As reported in Troubled Company Reporter's June 19, 2003 edition,
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.

"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.


SEMCO ENERGY: Lower Cash Flow Prompts S&P to Cut Rating to BB
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on gas distribution company SEMCO Energy Inc., to 'BB' from
'BBB-'. Standard & Poor's also lowered SEMCO's senior unsecured
rating to 'BB' from 'BBB-' and its preferred stock rating to 'B'
from 'BB'. The outlook remains negative.

Michigan-based SEMCO currently has $450 million of long-term debt
and $140 million of preferred stock.

The rating action reflects SEMCO's announcement of lower cash
flows to levels that are not commensurate with the investment-
grade threshold given the company's risk profile."Furthermore,
SEMCO's current projections do not meet expectations of Standard &
Poor's regarding cash flows or consequent debt reduction," said
Standard & Poor's credit analyst Scott Beicke.

The company's gas distribution operations benefit from strong
business fundamentals. However, unseasonably warm weather,
elevated debt leverage, and revised projections for nonregulated
operations (after continued disappointments) have produced a
financial profile unsuitable for the investment-grade category.

The negative outlook largely reflects challenges SEMCO faces to
reduce its debt levels over the near term, and, to a lesser
extent, the potential for continued deterioration of the company's
nonregulated businesses. Failure to produce consistent cash flows
from all business segments, as well as reduce its debt burden will
likely lead to lower ratings. Conversely, the successful sale of
Alaska Pipeline, followed by debt reduction that would alleviate
the April 2004 covenant hurdle, could lead to ratings stability at
the current levels.


SLATER STEEL: Hires RBC Capital Markets as Investment Bankers
-------------------------------------------------------------
Slater Steel Inc., has retained RBC Capital Markets to work with
the Company and its other advisors as the Company proceeds with
its restructuring. In this capacity RBC Capital Markets will
investigate all strategic options available to Slater, including
canvassing the market for equity investors, other financing
alternatives and/or the possible sale of certain of the Company's
assets or operating divisions, or the Company in its entirety.

Slater Steel previously disclosed that it had filed for creditor
protection in Canada and the United States. At that time, the
Company stated that the filings would allow it to develop a
restructuring plan to address current debt, capital and cost
structures.

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

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


SLATER STEEL: Seeks Nod to Employ Ordinary Course Professionals
---------------------------------------------------------------
Slater Steel U.S., Inc., and its debtor-affiliates ask for
permission from the U.S. Bankruptcy Court for the District of
Delaware to continue employing the services of the professionals
management turns to in the ordinary course of business.

The Debtors relate that in the day-to-day performance of their
duties, they regularly call upon certain attorneys and other
professionals to provide professional services to assist them in
carrying out their assigned responsibilities.

In addition, in the ordinary course of their businesses, the
Debtors employ a few professional service providers, including
actuaries, engineers, environmental consultants, security firms,
medical consultants and employee recruiters.  Although the Service
Providers in some cases have professional degrees and
certifications, these parties - like other vendors, suppliers and
service providers - provide services to the Debtors that relate to
the day-to-day operations of the Debtors' businesses.

The Debtors tell the Court that it would be costly, time-consuming
and administratively cumbersome for the Debtors and this Court.
Moreover, the uninterrupted service of the Ordinary Course
Professionals and Service Providers is vital to the Debtors'
continuing operations and their ability to reorganize.

The Debtors report that any of the Ordinary Course Professionals
will have average monthly fees of more than $50,000 for the
duration of these chapter 11 cases. However, if the average
monthly fees of any of the Ordinary Course Professionals exceeds
$50,000 during any preceding six-month period, such fees will be
subject to a further review and approval process.

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


SOLECTRON: Fitch Maintains Low-B Ratings on Watch Negative
----------------------------------------------------------
Fitch Ratings has placed Solectron Corporation's 'BB' senior
unsecured debt, 'BB+' $450 million senior secured credit facility,
and 'B+' Adjustable Conversion Rate Equity Security Units on
Rating Watch Negative. Approximately $3.1 billion of debt is
affected by Fitch's action.

Solectron reported a net loss of $3.1 billion for the quarter
ended May 31, 2003. The writedown resulted in the company not
being in compliance with a tangible net worth covenant for the
bank credit facility, which is currently undrawn. The company
recorded a $2.1 billion write-off of goodwill and intangibles, a
pre-tax restructuring charge of $223 million, and a net tax
valuation allowance of $721 million due to lower future operating
profit expectations. While revenues were on target, the company's
profitability and cash flow fell well below expectations.

Fitch's ratings review will incorporate the outcome of the
discussions with the bank group to obtain an amendment for the
covenant violation. Additionally, Fitch will focus on the
company's restructuring efforts and management's expectations for
the timing of a return to profitability.


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

Milpitas, California-based Solectron, which has a top-tier
position in the electronic manufacturing services industry, had
about $3.3 billion of debt outstanding at May 2003.

Sales levels in the May 2003 quarter, at $2.8 billion, met
expectations. However, Solectron announced that net profitability
fell below expectations because of a loss from a revalued tax
benefit that stemmed from lowered expectations for operating
performance, as well as a shift in sales mix toward lower margin
products.

While Solectron has made some progress in restructuring its
operations and rationalizing selling expenditures, a further delay
in recovery in the company's industry, which is beyond already-
stressed expectations, would negatively affect the company's
performance outlook.

"Our ratings for Solectron had incorporated the expectation for
improving operating performance and credit measures over the
intermediate term; that expectation now appears much more
uncertain," said Standard & Poor's credit analyst Emile Courtney.
"Credit measures remain very weak for the rating."

Solectron also announced $2.8 billion in pretax noncash charges to
revalue goodwill, intangible assets and deferred tax assets. The
asset revaluations were triggered by reduced expectations
regarding the timing for recovery in Solectron's electronics
manufacturing services industry. The charge related to deferred
tax assets caused Solectron's tangible net worth to fall below
covenant requirements in the company's unused $450 million bank
facility. Solectron expects to get an amendment to its bank
facility that would cure the covenant violation.


SPIEGEL GROUP: Urges Court to Approve Liquidation Plan for FCNB
---------------------------------------------------------------
Before the Petition Date, First Consumers National Bank issued
private-label credit cards to many customers of the Spiegel
Merchant Companies.  A principal source of liquidity for the
Spiegel Group was FCNB's ability to securitize substantially all
of the private-label credit card receivables that it generated.
FCNB securitized those receivables by selling them to
securitization vehicles, which, in turn, financed their purchase
of the receivables by selling asset backed securities to
investors.

Pursuant to a directive of the Office of the Comptroller of the
Currency, the Debtors are in the process of exiting the bankcard
business.  In the fourth quarter of fiscal 2001, the Debtors
formalized a plan to sell the bankcard segment.  That plan did not
succeed and on May 15, 2002, FCNB executed a Stipulation and
Consent To The Issuance of a Consent Order with the OCC.  Among
other things, the Consent Order imposed material restrictions on
FCNB's operations and directed it to promptly file with the OCC a
disposition plan to either:

   (i) sell or merge the Bank; or

  (ii) liquidate the Bank in accordance with applicable federal
       law in a manner that will result in no loss or cost to the
       Bank Insurance Fund of the Federal Deposit Insurance
       Corporation and in accordance with the Comptroller's
       Corporate Manual for Termination of National Bank Status.

In accordance with the directives in the Consent Order, FCNB
submitted a Disposition Plan to the OCC on November 27, 2002. The
plan called for the orderly wind down of the Bank's business
including, among other things, the repayment of an outstanding
certificate of deposit, the transfer of all deposits associated
with secured credit cards held by FCNB and the sale or transfer of
FCNB's bankcard portfolio.  It also called for FCNB to commence a
statutory liquidation in accordance with federal law 12 U.S.C.
Section 181 on or before May 1, 2003.

In March 2003, FCNB ceased issuing private-label or other credit
cards.  Accordingly, FCNB's operating activities are now limited
to credit card servicing activities and related activities.

To date, FCNB has not commenced a statutory liquidation.  The OCC
has informed the Bank that it must commence statutory liquidation
as soon as possible.  FCNB is working with the OCC to finalize the
terms of a mutually acceptable liquidation plan.

By this motion, the Debtors ask the Court to authorize Spiegel
Inc. to approve the liquidation plan for FCNB.  Spiegel is the
sole shareholder of FCNB.

Among other things, the Liquidating Plan provides for:

    (a) the maintenance of a certain deposit necessary to retain
        the Bank's insured status, provided that the Bank's
        national bank charter remains outstanding and that the
        Bank is not required to repay that deposit as a part of
        its application to the FDIC to terminate its insured
        status;

    (b) the discontinuation of servicing by June 30, 2003, in
        accordance with the Bank's obligations, and the closure of
        payment accounts necessary to effectuate the servicing;

    (c) the commencement of a statutory liquidation of First
        Consumers, in accordance with the requirements of Section
        181 of 12 U.S.C., through the publication of a notice of
        liquidation; and

    (d) the completion of this statutory liquidation process,
        including the payment, compromise, or settlement of all of
        the Bank's non-deposit liabilities; or, in the
        alternative, either the establishment of a liquidating
        trust for the benefit of and approval by the Bank's
        remaining creditors, or the consummation of a merger, with
        a related, non-bank entity, in any case, in consultation
        with, and as approved by, the OCC.

The Debtors assert that the Liquidating Plan is calculated to
maximize the value of FCNB's assets and provides the Bank with
some ability to compromise claims.  Any assets remaining after the
liquidation is completed will be available for distribution to
Spiegel, as the Bank's shareholder.

The FCNB Liquidation Plan provides, among other things, that (i)
subject to OCC approval, the Bank's Board of Directors will
formally approve the Plan, (ii) subject to Bank approval, Spiegel,
as sole shareholder of the Bank, will approve the Plan and (iii)
that Spiegel, as sole shareholder, will appoint Mr. Huston as the
Liquidating Agent.  Due to its confidential nature, the Debtors
have filed the FCNB Liquidation Plan under seal.

Additionally, the Debtors ask the Court to appoint James E. Huston
as the Plan Liquidating Agent.  The Debtors are satisfied that Mr.
Huston is qualified to serve as the Liquidation Agent. Mr. Huston
is FCNB's chief executive officer and president. (Spiegel
Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


STILLWATER MINING: S&P Raises Rating over Norilsk Deal Approval
---------------------------------------------------------------
Standard & Poor's Rating Services raised its corporate credit
rating on platinum group metals producer Stillwater Mining Co. and
removed the ratings from CreditWatch where they were placed on
Feb. 21, 2003.

The rating action follows the company's announcement that it has
received the necessary approvals from its stockholders and the
Federal Trade Commission to complete its proposed transaction with
MMC Norilsk Nickel whereby Norilsk will acquire a 51% ownership
interest in Columbus, Montana-based Stillwater. The transaction is
expected to close by the end of June 2003.

"The upgrade reflects the expected improvement in Stillwater's
liquidity from the cash infusion and the anticipated future cash
flows to be generated through the liquidation of palladium
inventories that will be provided by Norilsk," said Standard &
Poor's credit analyst Dominick D'Ascoli.

Standard & Poor's said that its ratings on Stillwater will now be
limited by the credit quality of its Russia-based parent, which is
viewed as a weaker entity because of its high exposure to
political risk, low transparency, large social liabilities, and
limited access to capital markets. Standard & Poor's expects
Norilsk to remain operationally distanced from Stillwater, as
Stillwater's current management will remain and the majority of
its board of directors will remain independent.

As reported in the Feb. 26, 2003, issue of the Troubled Company
Reporter, Standard & Poor's Ratings Services lowered its corporate
credit rating on platinum group metals producer Stillwater Mining
Company to 'B+' from 'BB-' and placed all ratings on CreditWatch
with developing implications based on liquidity concerns following
the company's fourth-quarter earnings announcement.


SWEETHEART HLDGS: S&P Raises Corp. Credit Rating to CCC+ from SD
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
ratings on Owings Mills, Maryland-based Sweetheart Holdings Inc.
and its wholly owned subsidiary Sweetheart Cup Co. Inc. to 'CCC+'
from 'SD', or selective default, following the company's recent
refinancing. The current outlook is developing, meaning ratings
could be raised, lowered, or affirmed.

Standard & Poor's said that it has also assigned its 'CCC-' senior
unsecured debt rating to Sweetheart Cup's 12% $93 million senior
unsecured notes due July 2004 and affirmed its 'CCC-' subordinated
debt rating on The Fonda Group Inc. and removed the rating from
CreditWatch. The Fonda Group merged into Sweetheart Cup last year.

The Sweetheart Cup notes, which are guaranteed by Sweetheart
Holdings, were issued in connection with an exchange offer for the
company's $110 million senior subordinated notes due 2003, of
which about $17 million remain outstanding and mature on Sept. 1,
2003. (Standard & Poor's previously withdrew its ratings on these
notes). "Because Standard & Poor's deemed this a distressed
exchange --tantamount to a default--the corporate credit rating
had been lowered to 'SD'," said Standard & Poor's credit analyst
Cynthia Werneth. "The new notes are rated two notches below the
new corporate credit rating, and are the same as the rating on
Fonda's subordinated notes, reflecting the effective subordination
of the new notes to a significant amount of secured debt and
operating leases."

Standard & Poor's said that the ratings could be raised slightly
if market conditions improve and the company can refinance the
notes due in 2004 on a long-term basis, thus retaining
availability under the bank line beyond December 2003. However,
the ratings could be lowered if the inability to refinance these
notes leads to a default under the bank credit facility or if
liquidity deteriorates and the company is unable to service its
debt. The ratings could also be lowered if Sweetheart enters
into another distressed exchange offer or if a sale of the company
or other means of debt restructuring results in less than full
repayment of the company's debt obligations.

Sweetheart is a major North American producer of disposable
foodservice and food packaging products with annual sales of about
$1.3 billion. The company sells branded and private label paper,
plastic, and foam products for institutional and consumer use.


SYMPHONIX DEVICES: Shareholders Approve Dissolution & Asset Sale
----------------------------------------------------------------
Symphonix(R) Devices Inc. (OTC Bulletin Board: SMPX) - developers
of the world's first FDA-approved middle-ear implant for moderate
to severe sensorineural hearing loss -- said that its shareholders
have approved the dissolution of the company and the sale of
substantially all of its remaining assets to MED-EL, GmbH.

In March of this year, Symphonix entered into a definitive asset
purchase agreement with MED-EL, a leading company in the field of
cochlear implants headquartered in Innsbruck, Austria. Under the
terms of the agreement MED-EL committed to purchase certain
Symphonix assets, including inventory, property & equipment and
intellectual property, and assume all patient-related liabilities
of Symphonix, for up to $2.5 million in cash.

Symphonix currently expects the transaction to close, subject to
the satisfaction of additional closing conditions, on June 24,
2003.

The Vibrant Soundbridge product represents an innovative approach
to hearing improvement -- the first implantable middle ear hearing
device. Unlike conventional acoustic hearing aids, which increase
the volume of sound that goes to the eardrum, the Vibrant
Soundbridge bypasses the ear canal and eardrum by directly
vibrating the small bones in the middle ear. Because of its
design, no portion of the device is placed in the ear canal
itself. The Vibrant Soundbridge has been approved by the FDA as a
safe and effective treatment option for adults with moderate to
severe sensorineural hearing loss who desire an alternative to
acoustic hearing aids.

Symphonix Devices Inc. is a hearing technology company in the
process of dissolution. Symphonix' Vibrant Soundbridge is a
surgical implant designed to work with the natural structures of
the middle-ear to enhance hearing and communication ability for
people with hearing impairment. The device can be implanted during
a short, outpatient medical procedure. More information about
Symphonix Devices, Inc. can be found at http://www.symphonix.com

Over 25 years ago researchers who later founded MED-EL developed
one of the world's first cochlear implants. Today, MED-EL is
growing faster than any other cochlear implant company and is the
global leader in innovative technology in the field. MED-EL
products are the result of collaborative efforts by MED-EL
engineers, surgeons, audiologists, therapists, and of course,
implant users.

MED-EL has their worldwide headquarters in Innsbruck, Austria, a
North American headquarters in Durham, North Carolina and 13 other
subsidiaries worldwide. MED-EL has implanted their devices in over
400 clinics, in 70 countries worldwide. More information about
MED-EL can be found at http://www.medel.com

                            *    *    *

                  Liquidity and Capital Resources

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

"Since inception, the Company has primarily funded its operations
and its capital investments from proceeds from its initial public
offering completed in February 1998 totaling $28.4 million, from
the private sale of equity securities totaling approximately $62.5
million, from an equipment lease financing totaling $1.3 million
and from bank borrowings totaling $2.0 million. At September 30,
2002, the Company had $3.0 million in working capital, and its
primary source of liquidity was $3.9 million in cash and cash
equivalents. Additionally, the Company had $0.7 million of short-
term and long-term restricted cash held in certificates of deposit
as collateral for a bank loan and letters of credit.

"Symphonix used $7.1 million in cash for operations in the nine
months ended September 30, 2002 compared to $13.9 million in the
nine months ended September 30, 2001 primarily in funding its
operating losses. This reduction is due to expense reductions
implemented by Symphonix in late 2001 and continued in 2002.

"Capital expenditures, primarily related to the Company's research
and development and manufacturing activities, were $17,000 and
$708,000 in the nine months ended September 30, 2002 and 2001,
respectively. The reduction in capital expenditures is due to the
completion of key milestones in research and development during
2001 and 2002. At September 30, 2002, the Company did not have any
material commitments for capital expenditures.

"The Company has a loan agreement with a bank that provided for
borrowings of up to $2.0 million and for the issuance of letters
of credit up to $250,000. At September 30, 2002, the Company had
borrowings outstanding of $625,000, outstanding letters of credit
in the amount of $59,000 and no amounts available for future
borrowings under the loan agreement. Borrowings under the loan
agreement are repayable over four years commencing in January
2000.

"In connection with the proposed liquidation, we expect to
liquidate our remaining assets, including property, equipment and
intellectual property. We also expect to incur and pay liquidation
expenses, in addition to payments of ongoing operating expenses
and settlement of existing and potential obligations. Liquidation
expenses may include, among others, employee severance and related
costs, customer warranty obligations and legal and accounting
fees. While we cannot currently make a precise estimate of these
expenses, we believe that most if not all of our current cash and
cash equivalents, together with proceeds from future sales of the
remaining assets may be required to pay for the above
expenditures."


TENNECO AUTOMOTIVE: Closes $350MM Senior Secured Notes Offering
---------------------------------------------------------------
Tenneco Automotive Inc. (NYSE: TEN) has settled on its private
offering of $350,000,000 of 10.25 percent Senior Secured Notes,
due July 15, 2013.

The company used the proceeds of the transaction to repay
approximately $199 million outstanding under the term loan A
portion of its existing senior credit facility, in direct order of
maturity of the upcoming amortization payments; to repay
approximately $52 million outstanding under the term loan B and
term loan C portion of the facility, pro rata in direct order of
maturity of the upcoming amortization payments; and to repay
outstanding borrowings under the revolving credit portion of the
facility without reducing the commitments.

The notes are senior secured obligations of Tenneco Automotive and
will mature July 15, 2013 with interest payable semi-annually
beginning on January 15, 2004.  The notes are guaranteed by each
Tenneco Automotive material domestic wholly-owned subsidiary.  The
notes and guarantees are secured by a second priority lien,
subject to certain exceptions, on substantially all the assets of
Tenneco Automotive and of the subsidiary guarantors, respectively,
that secure obligations under the Tenneco Automotive senior credit
facility.

After giving effect to the use of proceeds, the company expects
the offering will increase its annual interest expense by
approximately $19 million.  In the second quarter of 2003, the
company expects to expense approximately $5 million of existing
deferred debt issue cost as a result of retiring a portion of the
term loans under the senior credit facility.

Tenneco Automotive offered the notes in reliance upon an exemption
from registration under the Securities Act of 1933 for an offer
and sale of securities that does not involve a public offering.
The notes have not been registered under the Securities Act and
may not be offered or sold in the United States absent
registration or an applicable exemption from registration.

Tenneco Automotive is a $3.5 billion manufacturing company with
headquarters in Lake Forest, Illinois and approximately 19,600
employees worldwide.  Tenneco Automotive is one of the world's
largest producers and marketers of ride control and exhaust
systems and products, which are sold under the Monroe(R) and
Walker(R) global brand names.  Among its products are
Sensa-Trac(R) and Monroe Reflex(R) shocks and struts, Rancho(R)
shock absorbers, Walker(R) Quiet-Flow(R) mufflers and DynoMax(R)
performance exhaust products, and Monroe(R) Clevite(R) vibration
control components.

                         Ratings Status

As reported in Troubled Company Reporter's June 5, 2003 edition,
Fitch Ratings affirmed Tenneco Automotive Inc.'s senior secured
bank debt at 'B+' and subordinated debt at 'B-'. In addition,

Fitch assigned a rating of 'B' to the $300 million senior secured
notes to be issued under 144A, with silent second lien, due in
2013.

Meanwhile, as previously reported, Standard & Poor's Ratings
Services revised its outlook on Tenneco Automotive Inc. to stable
from negative. At the same time, Standard & Poor's assigned its
'CCC+' rating to TEN's offering of $300 million senior secured
notes, with a second lien, due in 2013 (144A with registration
rights).

The outlook revision reflects Lake Forest, Illinois-based TEN's
improved credit-protection measures achieved in the past year and
enhanced liquidity stemming from the pending issuance of the $300
million senior secured notes.

In addition, Standard & Poor's affirmed its 'B' corporate credit
rating on TEN and its other ratings.

Tenneco Automotive Inc.'s 11.625% bonds due 2009 (TEN09USR1) are
trading at about 93 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=TEN09USR1for
real-time bond pricing.


UNITED AIRLINES: Atlantic Coast Demands $15.8MM Claim Payment
-------------------------------------------------------------
Atlantic Coast Airlines asks Judge Wedoff, who's overseeing the
Chapter 11 cases involving UAL Corporation/United Airlines
Debtors, for allowance and payment of its administrative expense
claim attributable to the 2003 Rate Adjustments.  The Rate
Adjustments were negotiated in the Restated United Express
Agreement on November 22, 2000.

The Agreements promulgate Annual Rate Adjustments.  The
Adjustments for 2003 will increase the per flight rates ACA
charges the Debtors.  But now in May, five months after the
stipulated deadline in the Agreement, the amount of the increase
remains in dispute.  Michael A. Rosenthal, Esq., at Gibson, Dunn &
Crutcher, in Dallas, Texas, tells the Court that since United's
utilization of ACA's services has significantly declined, the
rates per flight must increase.  Therefore, the payments United
has been making to ACA, based on the 2002 Rate Schedule, vastly
undercompensate ACA for rates due per flight based on such reduced
volume.  For the first quarter alone, United owes ACA $15,800,000.
Additional amounts are owed for each day after March 31, 2003 that
ACA flies for the Debtors.

Contrary to the Debtors' assertions to the Court, Mr. Rosenthal
alleges that they have not acted in good faith in attempting to
consensually resolve this dispute.  The Debtors have been using
delay tactics by requesting additional information and
reformatting information that ACA previously supplied to other
employees and consultants of the Debtors, all without
substantively responding to ACA's request for a rate adjustment.
The Debtors are not trying to solve this issue.  They are trying
to avoid paying the 2003 rate increase by negotiating a long-term
contract with ACA, which would include an elimination of the rate
adjustment.

Mr. Rosenthal asserts that this is not acceptable.  ACA is
entitled to receive payments according to the contract for
postpetition services it provided to the Debtors. (United Airlines
Bankruptcy News, Issue No. 21; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


US AIRWAYS: Bank One & Fleet Pressing for Admin. Expense Payment
----------------------------------------------------------------
Prepetition, Banc One, Fleet and US Airways entered into various
leveraged lease agreements.  The Operative Leases have been
rejected by the Debtors during the course of this bankruptcy.

Eric S. Prezant, Esq., at Vedder, Price, Kaufman & Kammholz, in
New York City, reports that the Debtors owe these obligations to
the two creditors:

Party      Amt Unpaid   Aircraft Type            Tail No.
-----      ----------   -------------            --------
Banc One     $222,870   de Havilland DHC-8-200   N993HA
                        de Havilland DHC-8-200   N994HA
                        de Havilland DHC-8-200   N995HA

Fleet      $2,064,895   Boeing 737-B7            N507AU
                        Boeing 737-B7            N508AU
                        Boeing 737-B7            N510AU

Mr. Prezant declares that the unpaid amounts should be paid
immediately and accorded administrative expense status. (US
Airways Bankruptcy News, Issue No. 34; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


U.S. ENERGY: Selling Certain Assets to The Cactus Group for $3MM
----------------------------------------------------------------
U.S. Energy Corp.'s (Nasdaq: USEG) wholly owned indirect
subsidiary, Canyon Homesteads, Inc., has entered into a Letter of
Intent with The Cactus Group, a private company from Denver,
Colorado, to purchase various commercial and real estate holdings
at the Ticaboo townsite for $3.4 million and other considerations.
Ticaboo is located in southern Utah near Lake Powell.  The sale is
subject to due diligence review by the purchaser and preparation
of the necessary closing documents.  It is currently projected
that the contract will close on or before August 1, 2003.

"I look forward to closing this transaction with The Cactus Group
and to assisting them in their due diligence and through the
transition period," stated Keith Larsen, President of U.S. Energy
Corp.  "This sale is consistent with our previously stated efforts
in the sale of our non-core assets while increasing our labors in
the development of the Company's coalbed methane assets,"
concluded Larsen.

U.S. Energy and its majority owned subsidiary, Crested Corp., are
engaged in joint business operations as USECC, and through their
subsidiary Rocky Mountain Gas, Inc., own working interests in over
280,000 gross acres prospective for coalbed methane in the Powder
River Basin of Wyoming and Montana and acreage adjacent to the
Greater Green River Basin in southwest Wyoming.  All properties
are subject to a definitive agreement with a division of Carrizo
Oil & Gas, Inc. of Houston TX to develop and expand RMG's CBM
properties dated July 10, 2001.  USECC owns control of Sutter Gold
Mining Company, which owns gold properties in California.  USECC
also owns various interests in uranium properties in Wyoming and
Utah.

As previously reported, Grant Thornton LLP of Denver, Colorado has
included a "going concern" qualification in its July 18, 2002,
Auditors Report on the financial condition of U. S. Energy.
"[T]he Company has  experienced recurring losses from operations
and has a substantial accumulated deficit.  These factors raise
substantial doubt about the ability of the Company to continue as
a going concern," Grant Thornton says.


VICWEST CORP: Files Proposed CCAA Plan in Ontario Court
-------------------------------------------------------
As previously announced, Vicwest Corporation and certain of its
Canadian subsidiaries obtained an order on May 12, 2003 to begin
Vicwest's restructuring under the Companies' Creditors Arrangement
Act.

Vicwest has filed with the Ontario Superior Court of Justice a
plan of compromise and reorganization pursuant to the CCAA. The
Plan provides for the conversion of proven affected claims against
Vicwest (including those claims of holders of Vicwest's publicly
traded 12.5% notes) into no less than 95% of the shares in the
capital of Vicwest. The Plan also provides that affected creditors
with total proven affected claims of $2000 or less (or affected
creditors that have reduced their total proven affected claims to
$2000) may elect to receive cash in an amount equivalent to 35% of
their proven affected claims. If the Plan is approved by affected
creditors and sanctioned by the Court and provided that other
applicable conditions are satisfied or waived, such distributions
would be made on implementation of the Plan. At this time it is
anticipated that the implementation of the Plan will occur in
August, 2003.

A copy of the Plan will be filed by Vicwest with the Canadian
securities regulators and will be available on their Web site at
http://www.sedar.com

Vicwest, with corporate offices in Oakville, Ontario, is Canada's
leading manufacturer of metal roofing, siding and other metal
building products.


WEIRTON STEEL: Court Approves Retirees' Committee Appointment
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of West
Virginia, which oversees Weirton Steel Corporation and its debtor-
affiliates Chapter 11 cases, finds that the appointment of a
Committee of Retired Employees is necessary in accordance with
Section 1114 of the Bankruptcy Code.  Accordingly, Judge Friend
rules that a Retirees' Committee will be appointed to serve as the
sole authorized representative under Section 1114 of the
Bankruptcy Code for retired employees, consisting of one
representative for each of the constituency groups including:

    (a) Under 65 Medical participant in point-of-service plan;

    (b) Under 65 Medical participant in full indemnity plan;

    (c) Over 65 Medical participant in Medical supplement;

    (d) Over 65 Medical participant in Medicare choice program;
        and

    (e) one additional member.

Furthermore, the Court orders that:

    (a) By June 12, 2003, the Debtor will provide to the Court and
        serve a list of the names and addresses of each retiree of
        the Debtor, based on the most recent information available
        to the Debtor, a copy of a "Request for Nominations to
        Retirees' Committee" upon:

        (1) all of the Debtor's retirees, and
        (2) the Independent Steelworkers Union's counsel.

    (b) Within 30 days after the date of service of the Request
        for Nominations to Retirees' Committee, the Debtor will
        provide to the Court and to the parties listed on the
        attached service list, a report showing the names and
        addresses all retired employees of the Debtor who have
        been nominated to be a Representative of their
        constituency group and the Debtor's recommendations;

    (c) As soon as practicable, the Court will schedule a hearing
        to determine the Representative of each Constituency
        Group; and

    (d) Nothing contained in the order will be deemed to limit any
        rights of the Debtor to terminate the benefits of any
        retired employee. (Weirton Bankruptcy News, Issue No. 4;
        Bankruptcy Creditors' Service, Inc., 609/392-0900)


WESTPOINT STEVENS: Employing Ordinary Course Professionals
----------------------------------------------------------
WestPoint Stevens Inc., and its debtor-affiliates seek to employ
and compensate ordinary course professionals without the necessity
of filing formal employment and fee applications.

Prior to the Petition Date, the Debtors employed various
professionals in the ordinary course of their businesses.  The
services of the Ordinary Course Professionals will likely continue
to be required for various administrative matters by the Debtors
as debtors-in-possession under the Bankruptcy Code.

The Debtors seek to continue to receive and pay for the services
of the Ordinary Course Professionals in the same manner as was
customary prior to the Petition Date.  It would severely hinder
the administration of the Debtors' estates if the Debtors were
required to:

      (i) submit to the Court an application, affidavit and
          proposed retention order for each Ordinary Course
          Professional;

     (ii) wait until an order is approved before the Ordinary
          Course Professional could continue to render services;
          and

    (iii) withhold payment of the normal fees and expenses of the
          Ordinary Course Professional until it complies with the
          compensation and reimbursement procedures applicable to
          all Chapter 11 professionals.

According to John J. Rapisardi, Esq., at Weil Gotshal & Manges
LLP, in New York, requiring the Ordinary Course Professionals to
file retention pleadings and participate in the fee application
process along with counsel for the Debtors and other Chapter 11
professionals would unnecessarily burden the Clerk's office, the
Court, and the Office of the United States Trustee, while adding
significantly to the administrative costs of this case without
corresponding benefit to the Debtors' estates or their creditors.

The Debtors propose to supplement their list of professionals from
time to time as necessary.  These supplemental lists will be filed
with the Court and served on:

      (i) the Office of the United States Trustee for the Southern
          District of New York;

     (ii) counsel for any statutory committees appointed in the
          Debtors' Chapter 11 cases pursuant to Section 1102 of
          the Bankruptcy Code;

    (iii) the attorneys for the Debtors' Senior Lenders;

     (iv) the attorneys for the Debtors' Postpetition Lenders; and

      (v) all parties requesting notice of matters.

If no objections are filed to a supplemental list within 15 days
after service of the list, then the retention of the professionals
will be deemed approved without the necessity of a hearing or
entry of a further order by this Court.

Each Ordinary Course Professional will be required to file an
affidavit with the Court.

The Debtors intend to pay the Ordinary Course Professionals in the
ordinary course of business without formal application to the
Court by any professional; provided, however, that the Debtors
will only be authorized to pay the fees and disbursements of an
Ordinary Course Professional to the extent that these fees and
disbursements do not exceed $30,000 per month, so long as the
professional submits to the Debtors an appropriate invoice setting
forth in reasonable detail the nature of the services rendered.
The Debtors expressly reserve the right to dispute any invoice.

The Debtors propose that the monthly allowances for fees and
disbursements of Ordinary Course Professionals be calculated on a
"rolling" basis.  Specifically, to the extent that any
professional's fees and disbursements are less than the monthly
allowance in any month, the Debtors propose that the remainder of
the monthly allowance be made available for compensation and
reimbursement of the professional during the following month, in
addition to the $30,000 allowance for that month.  Conversely, to
the extent that any professional's fees and disbursements exceed
the monthly allowance in any month, the Debtors propose that the
remaining balance be added to the fees for the following month.
For example, if a professional's fees and expenses in the first
month total $25,000, the professional would be paid 100% of its
fees and expenses, and the additional $5,000 would be "rolled
over" to the second month, for a $35,000 potential payment during
the second month.  If, during the second month, the professional's
fees and expenses total $40,000, the professional would be paid
$35,000, and the remaining $5,000 balance would be "rolled over"
and added to the professional's fees for the third month.

The Debtors propose that all payments of compensation and
reimbursement of expenses in excess of the average $30,000 per
month per professional would be subject to the procedures set
forth in the Administrative Order Establishing Procedures for
Interim Compensation and Reimbursement of Chapter 11
Professionals.  In other words, to become entitled to receive
compensation and reimbursement for amounts in excess of the
monthly allowance, the Ordinary Course Professionals would be
required to submit monthly fee statements and interim and final
fee applications as set forth in the Administrative Order.  No
additional retention applications would need to be filed, however,
with respect to the Ordinary Course Professional in order to
obtain compensation and reimbursement under the Administrative
Order.  These statements and applications would apply to the
entire amount of fees and expenses, not simply to the amount that
exceeds the dollar limitations.

While generally the Ordinary Course Professionals with whom the
Debtors have previously dealt wish to assist the Debtors with
administrative matters on an ongoing basis, Mr. Rapisardi is
concerned that many might be unwilling to do so if they are unable
to be paid on a regular basis without the need for a cumbersome,
formal application process.  Moreover, in light of the
professionals' expertise and background knowledge with respect to
the particular areas and matters for which they were responsible
prior to the Petition Date, additional and unnecessary expenses
would be incurred if the Debtors were unable to retain these
professionals and were required to retain replacement
professionals.  Although certain of the Ordinary Course
Professionals may hold unsecured claims against the Debtors in
these cases, the Debtors do not believe that any of the
professionals have an interest materially adverse to the Debtors
or its creditors with respect to the matters on which they will be
engaged.

Accordingly, Judge Drain approves the Debtors' request. (WestPoint
Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


WORLDCOM: Wants Nod to Proceed with Intercompany Asset Transfer
---------------------------------------------------------------
Lori R. Fife, Esq., at Weil Gotshal & Manges LLP, in New York,
relates that WorldCom provides local telecommunications services
to customers in the City of New York using fiber optic cable
installed beneath the City's streets.  The fiber optic cable is
owned and operated by two of WorldCom Inc.'s wholly-owned
subsidiaries, Metropolitan Fiber Systems of New York, Inc. and
MCImetro Access Transmission Services, LLC, both of which are
Debtors in these cases.  In order to install and operate their
fiber optic cable within the City's rights of way, the City
required that Metropolitan Fiber and MCImetro enter into franchise
agreements with the City.

According to Ms. Fife, Metropolitan Fiber entered into two
franchise agreements with the City on April 11, 1990 and June 29,
1990.  One of these agreements covers fiber optic cable installed
in lower Manhattan, and the other agreement covers fiber optic
cable installed in the remaining portion of Manhattan as well as
the other four Boroughs of the City.  The two Agreements otherwise
are essentially identical as both grant Metropolitan Fiber a
nonexclusive franchise to install fiber optic telecommunications
cable and related equipment in the streets within the City to
provide non-switched telecommunications services to consumers and
businesses in the City.  In return, Metropolitan Fiber agreed to
pay a franchise fee to the City equaling or exceeding 10% of the
gross revenues earned for telecommunications services provided in
the City.

MCIMetro installed and operates fiber optic cable in the City
pursuant to a franchise agreement originally granted by the City
to Western Union Telegraph Company on May 8, 1883.  The MCIMetro
Agreement granted Western Union permission to use the streets
within the City for "laying lines of electrical conductors
underground, in tubes or otherwise, and for constructing,
maintaining, and using in such streets from time to time, upon and
below the surface of the ground, boxes, vaults, or other fixtures
suitable for distributing and testing the wires and insulators of
the lines."  The Agreement requires a payment to the City of $.01
per foot of right of way occupied by MCIMetro's cable.

By this motion, the Debtors seek authority to transfer to Metro
the fiber optic cable and related facilities owned by Metropolitan
Fiber within the City, pursuant to Section 363 of the Bankruptcy
Code, and to reject the Metropolitan Fiber Agreements pursuant to
Section 365 of the Bankruptcy Code.  The Debtors also request that
this Court determine that the terms of the MCIMetro Agreement
permit MCIMetro to operate the fiber optic cable and related
facilities transferred to it from Metropolitan Fiber, and that the
City will only have a prepetition unsecured claim for the breach
or termination of the Metropolitan Fiber Agreements.

Ms. Fife believes that the terms of the Agreements are onerous and
burdensome to the Debtors, and that the Metro Agreement provides
far more favorable franchise terms for the Debtors. Specifically,
the Agreements require that Metropolitan Fiber pay at least 10% of
its gross revenues to the City as a franchise fee, for a total
payment of $20,000,000 in 2002.  The Debtors believe that the 10%
gross receipts fee is the highest franchise fee charged by any
municipal government anywhere in the nation. Moreover, the Debtors
believe that no other telecommunications company pays the City an
equivalent fee, and that the Debtors' chief competitor in the
market for local telecommunications services in the City --
Verizon -- pays no franchise fee.  On the other hand, if the
Metropolitan Fiber network were operated under the terms of the
MCImetro Agreement, the Debtors would pay a sum equal to $.01 per
foot of the right of way occupied, for a total of a maximum of
$21,163.

Ms. Fife points out that the Agreements also contain numerous
burdensome non-monetary conditions not found in the MCIMetro
Agreement.  The Agreements, for example, preclude Metropolitan
Fiber from passing franchise fees through to its customers,
require that Metropolitan Fiber prefer City-based vendors with
respect to the purchase of goods and services, and purport to
regulate its' relationship with its employees.

For these reasons, the Debtors wish to transfer to MCIMetro all of
Metropolitan Fiber's network facilities located in the City, so
that the Debtors may operate those assets under the terms of the
Metro Agreement.  The Debtors seek this Court's approval for the
transfer of assets from Metropolitan Fiber to MCIMetro and for the
rejection of the Agreements.

The Agreements provide certain remedies to the City for breach or
termination of the Agreements, including, but not limited to:

    a. taking the security deposits required under the Agreements
       totaling about $3,250,000;

    b. purchasing Metropolitan Fiber's fiber optic cable at a
       steeply discounted price; and

    c. requiring removal of Metropolitan Fiber's fiber optic cable
       from the City's streets.

If the Debtors transferred the Metropolitan Fiber network assets
to MCIMetro and rejected the Agreements, and if the City was
permitted to avail itself of the remedies, or if it is determined
that the Metro Agreement does not cover Metropolitan Fiber's fiber
optic cable, Ms. Fife states that the purpose of the transfer and
rejection would be frustrated.  Moreover, if the transfer and
rejection had already occurred, the Debtors might be forced to
forfeit the Metropolitan Fiber network or terminate their sale of
local telecommunications services in the City.  For this reason,
the Debtors seek a determination from this Court, contemporaneous
with any ruling authorizing the asset transfer and contract
rejection, that the MCIMetro Agreement authorizes the placement
and operation of fiber optic cable in the City's rights of way,
and that the City is limited to a prepetition damage claim for the
rejection or breach of the Agreements. Given the potential
consequences for the Debtors in the event of an adverse ruling on
these issues, the Debtors will not complete any asset transfer
authorized by the Court, or reject the Agreements, in the absence
of the requested determinations.

Inasmuch as transferring fiber from one related Debtor entity to
another is well within the Debtors' ordinary course of business,
the Debtors believe that that the transfer does not necessarily
require Court approval.  However, even if Bankruptcy Court
approval is required in this instance, Ms. Fife deems it warranted
because the transaction is within the Debtors' sound business
judgment.  Under applicable case law, in this and other circuits,
if a debtor's proposed use, sale, or lease of property pursuant to
section 363(b) of the Bankruptcy Code, represents a reasonable
business judgment on part of the debtor, such transaction should
be approved.  See, e.g., Stephens Indus., Inc. v. McClung, 789
F.2d 386, 390 (6th Cir. 1986); Myers v. Martin (In re Martin), 91
F.3d 389, 395 (3d Cir. 1996) (citing Fulton State Bank v. Schipper
(In re Schipper), 933 F.2d 513, 515 (7th Cir. 1991); Comm. of
Equity Sec. Holders v. Lionel Corp. (In re Lionel Corp.) 722 F.2d
1063, 1070 (2nd Cir. 1983); In re Delaware & Hudson R.R. Co., 124
B.R. 169, 176 (D. Del. 1991) (courts have applied the "sound
business purpose" test to evaluate motions brought pursuant to
section 363(b)); Committee of Asbestos-Related Litigants v. Johns-
Manville Corp. (In re Johns Manville Corp.), 60 B.R. 612, 616
(Bankr. S.D.N.Y. 1986) ("Where the debtor articulates a reasonable
basis for its business decisions (as distinct from a decision made
arbitrarily or capriciously), courts will generally not entertain
objections to debtor's conduct").

Additionally, under Section 105(a) of the Bankruptcy Code, the
Court has expansive equitable powers to fashion any order or
decree that is in the interest of preserving or protecting the
value of the Debtors' assets.  See, e.g., In re Chinichian, 784
F.2d 1440, 1443 (9th Cir. 1986) ("Section 105 sets out the power
of the bankruptcy court to fashion orders as necessary pursuant to
the purposes of the Bankruptcy Code."); Bird v. Crown Convenience
(In re NWFX, Inc.), 864 F.2d 588, 590 (8th Cir. 1988) ("The
overriding consideration in bankruptcy . . . is that equitable
principles govern"); In re Cooper Properties Liquidating Trust,
Inc., 61 B.R. 531, 537 (Bankr. W.D. Tenn. 1986) ("the Bankruptcy
Court is one of equity and as such it has a duty to protect
whatever equities a debtor may have in property for the benefit of
their creditors as long as that protection is implemented in a
manner consistent with the bankruptcy laws.").

"The transfer of the assets from Metropolitan Fiber to MCIMetro is
clearly within the Debtors' sound business judgment because, once
the communications system is governed by the MCIMetro Agreement,
the Debtors will save at least $16,000,000 per annum and will be
relieved of the other onerous provisions of the Metropolitan Fiber
Agreements," Ms. Fife insists.  "Because the Metropolitan Fiber
Agreements are onerous and burdensome, it is well within
Metropolitan Fiber's sound business judgment to reject the
Agreements." (Worldcom Bankruptcy News, Issue No. 30; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


XEROX: Fitch Raises Senior Unsecured Debt Rating One Notch to BB
----------------------------------------------------------------
Fitch Ratings raised Xerox Corp. and its subsidiaries' senior
unsecured debt rating to 'BB' from 'BB-', affirmed the 'B'
convertible trust preferred securities, assigned a 'B' rating to
the newly issued mandatorily convertible preferred stock, and the
new $1.0 billion bank credit facility is rated 'BBB-'. The company
is removed from Rating Watch Positive and the Rating Outlook is
Stable. Approximately $12 billion of debt is affected by Fitch's
action.

The rating actions and stable outlook reflect the company's
improved credit protection measures and adequate liquidity profile
(which is enhanced by the recent capital markets transactions),
stabilized financial performance, and simplified capital
structure. Xerox continues to execute its operating strategy and
significant cost reduction programs, and Fitch believes stable
operating performance could be achieved despite challenging
prospects for growth in the near-term. In addition, execution risk
of the remaining restructuring program is minimal and the
management team seems to have stabilized.

Fitch also continues to focus on the company's need to further
improve core operations, the competitive nature of the printing
equipment manufacturing industry and the need for Xerox to grow
equipment revenues, underfunded pension obligations, uncertain
liabilities concerning outstanding litigation, and significant
core debt maturities the next few years.

Xerox has continuously improved its core operations the last few
years mainly as a result of restructuring programs aimed at cost
cutting. The company has outsourced a majority of its
manufacturing, reduced headcount by approximately 30%, and exited
the ink jet business, and simultaneously improved working capital
metrics. As a result of higher gross margins and a lower cost
structure, Fitch estimates core EBITDA improved to $1.8 billion in
2002 compared to $1.0 billion in 2000 but could decline in 2003 as
a result of increased pension expense. Xerox has also introduced a
significant amount of new competitive products the last few
quarters. However, Fitch remains concerned about the near-term
potential for equipment revenue growth. Xerox needs to maintain
and grow the installed base of machines in order for other
segments within the company to experience growth.

Credit protection measures for the latest twelve months ending
March 31, 2003, pro-forma of the announced transactions and the
$560 million debt reduction in April 2003, will improve. Xerox's
leverage, measured by total debt (including the financing segment)
to total EBITDA, is estimated to improve to approximately five
times compared to 6x and 8x for 2002 and 2001, respectively.
Similarly, Xerox's core leverage (defined as non-financing debt
divided by non-financing EBITDA) is expected to decline for the
same time period to less than 3.0x compared to 3.4x and 5.4x for
2002 and 2001, respectively. In addition, Xerox's overall interest
coverage ratio (including the financing segment) will be greater
than 3.0x while core interest coverage (defined as core EBITDA
divided by core interest expense) is expected to be greater than
5x compared to a Fitch-estimated 4.0x and 2.5x for 2002 and 2001,
respectively. Fitch anticipates overall and core credit protection
measures will remain stable and should gradually improve. This
should occur as a result of higher operational EBITDA, and it is
expected that Xerox will also use free cash flow to reduce core
debt levels in the next few years.

Transaction Overview The company is in the process of completing a
recapitalization by issuing approximately $450 million of equity
along with mandatorily convertible preferred stock, senior notes,
and a new bank agreement. Proceeds from these offerings along with
a portion of the company's cash will be used to repay the current
$3.1 billion of bank debt. These various actions will extend debt
maturities, provide additional equity to the capital structure,
and moderately increase financial flexibility.

The company's new $700 million 7-year senior unsecured notes due
2010 and $550 million 10-year senior unsecured notes due 2013 are
both assigned a 'BB' rating. Additionally, Xerox's new $1 billion
senior secured bank credit facility due September 2008 consisting
of a $300 million term loan and an expected undrawn $700 million
revolving facility is assigned a 'BBB-' rating due to the senior
position in the capital structure and strong collateral. The bank
debt security will be based on 20% of the company's consolidated
net worth which allows the company to provide more than $1 billion
of security post the various transactions. Due to the equity-like
nature of the instruments, the approximate $800 million of
mandatorily convertible preferred stock is assigned a 'B' rating.
In addition to the aforementioned capital transactions, in April
2003 the company used cash to repurchase approximately $560
million puttable convertible debt due 2018. Fitch expects the
aggregate of these actions will result in approximately $2 billion
in debt reduction while simultaneously maintaining nearly $3
billion of liquidity.

Liquidity and Debt Profile The company has maintained adequate
liquidity and has been successful in securitizing its finance
receivables as well as improving its working capital metrics. Pro-
forma of the recapitalization, Fitch estimates the company's
current liquidity consists of more than $2.0 billion of cash,
consistent annual free cash flow above $1 billion, an undrawn $700
million bank facility revolver, and access to $5.0 billion of
funding from an eight-year agreement expiring October 2010 from
General Electric Vendor Financial Services for continued
securitization of U.S. finance receivables. Currently,
approximately $2.6 billion has been utilized from this funding
source. Pro-forma of the various market transactions, Fitch
estimates total debt will be approximately $12.0 billion, not
considering the $800 million of mandatorily convertible preferred
stock and $1.1 billion of convertible trust preferred securities
which are convertible in June 2004 in either stock or cash at the
option of Xerox. More than $4.0 billion of the total current debt
amount is secured by various finance receivables and Fitch
believes this amount will increase in the near-term while core
debt (non-financing operations) should be reduced.

Maturities for the second half of 2003 are estimated at $2.4
billion of which $1.2 billion is from securitizations and
approximately $4.3 billion of total maturities are expected in
2004 of which $2.8 billion is from securitizations. Maturing
finance receivables exceed the securitizations maturity amounts
for 2003 and 2004. Additional cash outlays in 2003 and for the
next few years will be required for Xerox's worldwide underfunded
pensions (approximately $700 million on an accumulated benefit
obligation basis) as well as cash charges for previous
restructuring charges, mostly for severance payments, and should
be minimal going into 2004 barring any additional major
restructuring. Fitch believes free cash flow along with a strong
cash balance will enable the company to manage debt maturities and
other obligations.

In addition to Xerox Corp., the ratings affected are: Xerox Credit
Corp. and Xerox Capital (Europe) PLC's rated senior debt, and
Xerox Corp.'s new $1.0 billion senior secured bank facility, will
also be available to Xerox Canada Capital Limited and Xerox
Capital (Europe) PLC.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Advisory Board          ABCO        (16)          48      (20)
Alliance Imaging        AIQ         (39)         683       43
Akamai Technologies     AKAM       (168)         230       60
Alaris Medical          AMI         (32)         586      173
Amazon.com              AMZN     (1,353)       1,990      550
Aphton Corp             APHT        (11)          16       (5)
Arbitron Inc.           ARB        (100)         156       (2)
Alliance Resource       ARLP        (46)         288      (16)
Atari Inc.              ATAR       (115)         242       52
Actuant Corp            ATU         (44)         295       18
Acetex Corp             ATX         (11)         373      126
Avon Products           AVP         (91)       3,327       73
Saul Centers Inc.       BFS         (13)         389      N.A.
Blount International    BLT        (369)         428       91
Cincinnati Bell         CBB      (2,104)       1,467     (327)
Cubist Pharmaceuticals  CBST         (7)         221      131
Choice Hotels           CHH        (114)         314      (37)
Columbia Laboratories   COB          (8)          13        5
Campbell Soup Co.       CPB        (114)       5,721   (1,479)
Centennial Comm         CYCL       (470)       1,607      (95)
Echostar Comm           DISH     (1,206)       6,260    1,674
D&B Corp                DNB         (19)       1,528     (104)
W.R. Grace & Co.        GRA        (222)       2,688      587
Graftech International  GTI        (351)         859      108
Hollywood Casino        HWD         (92)         553       89
Hexcel Corp             HXL        (127)         708     (531)
Imax Corporation        IMAX       (104)         243       31
Imclone Systems         IMCL         (5)         474      295
Gartner Inc.            IT          (29)         827        1
Jostens                 JOSEA      (512)         327      (71)
Journal Register        JRC          (4)         702      (20)
KCS Energy              KCS         (30)         268      (16)
Kos Pharmaceuticals     KOSP        (75)          69      (55)
Level 3 Comm Inc.       LVLT       (240)       8,963      581
Memberworks Inc.        MBRS        (21)         281     (100)
Moody's Corp.           MCO        (327)         630     (190)
McDermott International MDR        (417)       1,278      154
McMoRan Exploration     MMR         (31)          72        5
MicroStrategy           MSTR        (34)          80        7
Northwest Airlines      NWAC     (1,483)      13,289     (762)
Petco Animal            PETC        (11)         555      113
Primedia Inc.           PRM        (559)       1,835     (248)
Primus Telecomm         PRTL       (168)         724       65
Per-Se Tech Inc.        PSTI        (39)         209       32
Qwest Communications    Q        (1,094)      31,228   (1,167)
Rite Aid Corp           RAD         (93)       6,133    1,676
Revlon Inc              REV      (1,640)         939      (44)
Ribapharm Inc           RNA        (363)         199       92
Sepracor Inc            SEPR       (392)         727      413
St. John Knits Int'l    SJKI        (76)         236       86
I-Stat Corporation      STAT          0           64       33
Town and Country Trust  TCT          (2)         504      N.A.
Tenneco Automotive      TEN         (75)       2,504      (50)
TiVo Inc.               TIVO        (25)          82        1
Triton PCS Holdings     TPC         (36)       1,617      172
UnitedGlobalCom         UCOMA    (3,040)       5,931   (6,287)
United Defense I        UDI         (30)       1,454      (27)
UST Inc.                UST         (47)       2,765      829
Valassis Comm.          VCI         (33)         386       80
Valence Technology      VLNC        (16)          30        3
Ventas Inc.             VTR         (54)         895      N.A.
Warnaco Group           WRNC     (1,856)         948      471
Western Wireless        WWCA       (464)       2,399     (120)
Xoma Ltd.               XOMA        (11)          72       30

                          *********

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

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
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liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
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For copies of court documents filed in the District of Delaware,
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of Delaware, contact Ken Troubh at Nationwide Research &
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                          *********

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

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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.

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