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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

            Wednesday, July 9, 2003, Vol. 7, No. 134   

                          Headlines

ACTERNA CORP: Court Approves Blank Rome as Committee's Counsel
ADELPHIA COMMS: Signs-Up Spencer Stuart as Search Consultant
AES CORP: Names Joseph C. Brandt & William R. Luraschi as EVPs
AIR CANADA: Completes First GATX Aircraft Lease Renegotiation
AIRGAS INC: Will Publish First-Quarter Results on July 24, 2003

ALEXIAN BROTHERS: Fitch Withdraws Low-B Fin'l Strength Rating
ALTERRA HEALTHCARE: Committee Wants Chapter 11 Trustee Appointed
AMERCO: US Trustee Appoints 5-Member Unsec. Creditors' Committee
AQUILA: Construction Loan Defaults Have No Impact on Liquidity
ARMSTRONG: Earns Nod to Tap Morgan Lewis as Special ESOP Counsel

BELL CANADA: Court Fixes August 31, 2003 as Claims Bar Date
CABLE SATISFACTION: S&P Withdraws 'D' L-T Credit & Debt Ratings
CALICO COMMERCE: Bankruptcy Court Approves Disclosure Statement
CALL-NET ENTERPRISES: AlternaCall to Acquire MPS Canada Assets
CHART INDUSTRIES: Files for Prepack. Chapter 11 Reorganization

CHART INDUSTRIES: Case Summary & 40 Largest Unsecured Creditors
CLAYTON HOMES: ISS Pushing for Approval of Merger with Berkshire
COLUMBUS MCKINNON: Preparing $100M Senior Secured Notes Offering
CONCERT INDUSTRIES: Wooing Lenders to Amend Loan Agreements
COVANTA ENERGY: Asks Court to Approve Scheduled Creditors Notice

COVENTRY HEALTH: Fitch Withdraws Bq Financial Strength Rating
CYTO PULSE: Wants More Time to File Schedules & Statement
DIRECTV: Wants Plan Filing Exclusivity Extended to November 17
DOMINO'S INC: S&P Knocks Corporate Credit Rating a Notch to B+
EARTHSHELL: Deloitte & Touche Bows Out as Public Accountant

EXIDE TECH: Has Until December 8 to Make Lease-Related Decisions
FFC HOLDING: U.S. Trustee Wants Case Converted to Chapter 7
FLEMING: Will Pay Up to $49 Million in Prepetition Taxes & Fees
GENESIS HEALTH: Names John Arlotta Vice Chairman, NeighborCare
GENESIS HEALTH: Will Publish Fiscal Q3 Results on August 5, 2003

GENTEK INC: Joint Plan's Classification & Treatment of Claims
GILMAN + CIOCIA: Recurring Losses Raise Going Concern Uncertainty
IMP INC: BDO Seidman Steps Down as Independent Public Accountant
KAISER ALUMINUM: Selling Aluminum 5-Stand Cold Mill for $7 Mill.
KEYSTONE CONSOLIDATED: Shareholders Meeting Set for September 16

LADY BALTIMORE: Taps Keen Consultants LLC to Liquidate Inventory
LTV CORP: Court Further Extends Plan Exclusivity Until Sept. 30
M.A. GEDNEY: Files Chapter 11 Reorganization Plan in Minnesota
MASSEY ENERGY: Settles Contract Dispute with Appalachian Power
MASSEY ENERGY: S&P Assigns BB Rating to $355M Credit Facility

MERCER INT'L: Urges Shareholders to Reject Greenlight's Campaign
MID AMERICA: Fitch Withdraws Bq Insurer Fin'l Strength Rating
MOSAIC: Selling Mosaic Performance Solutions to AlternaCall Inc.
MSX INT'L: S&P Rates Proposed $100MM Senior Secured Notes at B
NATIONAL CENTURY: Brings-In Jenner & Block as Special Counsel

NEW ALLIANCE: Fitch Withdraws BBq Financial Strength Rating
NOVO NETWORKS: Wants Entry of Final Decree Delayed Until Dec. 1
OAKWOOOD HOMES: S&P Lowers Ratings on Five Related Transactions
OMEGA HEALTHCARE: Pursuing Lease Restructuring Talks with Sun
ONCURE MEDICAL: Completes $12 Mill. Institutional Financing Deal

PACER TECHNOLOGY: Special Committee Continues Options Evaluation
PG&E NATIONAL ENERGY: Files Chapter 11 Petition in Maryland
PG&E NATIONAL ENERGY: Case Summary & 30 Unsecured Creditors
POLAROID: Asks Court to Extend Lease Decision Time Until Nov. 30
PRIMEDIA INC: Look for Second-Quarter 2003 Results by Month-End

READER'S DIGEST: Names Lauren Bogad Jay as Associate Publisher
REDBACK NETWORKS: Reaches Pact with Bondholders to Retire Debt
REDBACK NETWORKS: Has Until August 23 to Meet Nasdaq Guidelines
RICA FOODS: Fails to Comply with AMEX Continued Listing Criteria
SAMUELS JEWELERS: Lenders Extend Facility & Junior Loan Maturity

SCOTTS CO.: Expects Improved Sales Performance in Fiscal 2003
TEXAS COMMERCIAL: Sues Power Market Participants Citing Fraud
UNITED AIRLINES: Asks Court to Okay Slush Fund for Key Employees
UNITED AIRLINES: Denver Airport Demands $10M Admin Cost Payment
URBAN TELEVISION: Adds Justin A. Nemec to Board of Directors

US MINERAL: Plan Filing Exclusivity Extended Until July 16
U.S. STEEL: Names John W. Pavia President of UEC Technologies
USG CORP: Committee Takes Legal Action to Recover Transfers
USGEN NEW ENGLAND: Case Summary & 20 Largest Unsecured Creditors
VALLEY MEDIA: Asks Court to Stretch Exclusivity through Aug. 11

VECTOUR INC: Entry of Final Decree Delayed Until Feb. 11, 2005
WASTE SYSTEMS: Final Report Filing Deadline Moved to Nov. 14
WEIRTON STEEL: Court Okays K&L & STB as Debtor's Special Counsel
WESTPOINT STEVENS: Wants Nod for Interim Compensation Procedures
WILLCOX & GIBBS: Trustee Brings-In Adelman Lavine as Counsel

WORLD AIRWAYS: Stephen S. Taylor Jr. Reports 6.18% Equity Stake
WORLDCOM INC: MCI Files Supplemental Disclosure Statement
WORLDCOM INC: Wins US District Court Approval for SEC Settlement
WORLDCOM INC: CAGW Expresses Disappointment with Court Decision
WORLDCOM INC: Gray Panthers Lambastes Judge Rakoff's Decision

WORLDCOM: Judge Gonzalez Fixes Pentagon City Auction Procedures
ZEPHION: Chapter 7 Trustee Taps BTB as Liquidation Consultants

* Buxbaum Group Promotes David Ellis to Company President
* Fasken Martineau Welcomes Carpenter and Feldberg as Partners
* Jeffrey Stern Joins Stroock & Stroock as Partner
* Sheppard Mullin Expands National Government Contracts Practice
* PwC Forms IT Business Risk Management Practice

* Meetings, Conferences and Seminars

                          *********

ACTERNA CORP: Court Approves Blank Rome as Committee's Counsel
--------------------------------------------------------------
At the organizational meeting of unsecured creditors on May 20,
2003 in New York, the Official Committee of Unsecured Creditors of
Acterna Corp., and its debtor-affiliates, after reviewing several
other law firms, voted to retain Blank Rome LLP as its bankruptcy
counsel.  The Committee selected Blank Rome because of the firm's
expertise and experience in bankruptcy cases and in representing
creditors' committees in Chapter 11 cases.  Blank Rome is a law
firm of nearly 450 attorneys with offices located in New York
City, Philadelphia, Washington, D.C., and Wilmington, Delaware.  
Blank Rome and its members have previously represented or
currently represent fiduciaries in a number of significant
bankruptcy proceedings.  Furthermore, Blank Rome's broad-based
practice will permit it to fully represent the Committee's
interests in an efficient and effective manner.

Accordingly, the Committee sought and obtained the Court's
authority to retain Blank Rome on an interim basis.

In addition to acting as primary professional spokesperson for
the Committee, Blank Rome will assist in these matters:

    (a) The administration of these cases and the exercise of
        oversight with respect to the Debtors' affairs including
        all issues arising from or impacting the Debtors or the
        Committee;

    (b) The preparation of all necessary applications, motions,
        orders, reports and other legal papers;

    (c) Appearances in Bankruptcy Court and at statutory meetings
        of creditors to represent the Committee's interests;

    (d) The negotiation, formulation, drafting and confirmation of
        any plan of reorganization and related matters;

    (e) The exercise of oversight with respect to any transfer,
        pledge, conveyance, sale or other liquidation of the
        Debtors' assets;

    (f) Investigation on the assets, liabilities, financial
        condition and operating issues concerning the Debtors that
        may be relevant to these cases;

    (g) Communication with the Committee's constituents and others
        in furtherance of its responsibilities; and

    (h) The performance of all of the Committee's duties and
        powers under the Bankruptcy Code and the Bankruptcy Rules
        and the performance of other services as are in the
        interests of those it represents or as may be ordered by
        the Court.

Blank Rome will receive compensation on an hourly basis for
professional services rendered and expenses incurred.

Blank Rome member Andrew B. Eckstein attests that the firm and
its members, counsels and associates have no connection with the
Debtors, their creditors or any other party-in-interest, or their
attorneys or accountants, or with the United States Trustee.
Furthermore, Mr. Eckstein assures the Court that Blank Rome is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

Committee co-chairperson Don Adam discloses that Blank Rome
commenced performing services for the Committee on May 20, 2003.

Blank Rome's agreement to serve as counsel to the Committee is
dependent, however, on the Court overruling the Fee Cap contained
in the DIP Facility, or Committee and its proposed professionals
reaching an acceptable agreement with the Debtors and the DIP
Lender to ensure that adequate compensation will be made
available for payment of administrative fees and expenses to be
necessarily incurred by the Committee and its professionals in
carrying out their statutory fiduciary function.  The DIP
Facility provides for the Committee to use up to $200,000 of the
Lenders' cash collateral to pay the reasonable fees and expenses
of the Committee's professionals.  If the issues cannot be
resolved, the Committee will be unable to meet its statutory
obligations and it acknowledges that counsel will seek to
terminate the representation. (Acterna Bankruptcy News, Issue No.
5; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ADELPHIA COMMS: Signs-Up Spencer Stuart as Search Consultant
------------------------------------------------------------
Morris J. Massel, Esq., at Willkie Farr & Gallagher, in New York,
relates that in the face of startling revelations indicating
serious breaches of duty and financial misconduct by the Rigas
family, in March 2002, the Adelphia Communications Debtors' Board
of Directors began a process that resulted in the termination of
all the senior executives of the company and a departure from the
Board of all Rigas family members.  Subsequently, the Board
engaged in a comprehensive search for new independent directors to
replace the directors that have left the Board since May 2002 when
the Rigases resigned.

Mr. Massel states that Rod Cornelius and Anthony Kronman were
named to the Board in October 2002.  In January 2003, the Official
Committee of Equity Security Holders filed a lawsuit seeking to
force the election of new directors on the basis, among other
things, that several Board members were holdovers from the Rigas
era.  In March 2003, William Schleyer was appointed Chairman of
the Board.  In May 2003, the ACOM Debtors appointed Philip
Lochner, Jr. and Susan Ness to the Board. Recently, four of the
Board's directors, who have been members of the Board since before
the ACOM Debtors' bankruptcy, have agreed to resign once their
successors are found.  The ACOM Debtors, therefore, need to fill
these four positions and have determined that they require the
assistance and expertise of Spencer Stuart in order to recruit
effectively the most qualified independent directors.

According to Mr. Massel, Spencer Stuart is a global executive
search firm that identifies, interviews and evaluates potential
executive and board candidates for corporations seeking to hire
candidates.  Spencer Stuart maintains 52 offices in 25 countries
and has developed an international network of professionals
experienced in both local and multi-national businesses.  Spencer
Stuart conducts more than 4,500 executive searches annually, and
its clients range from small, emerging companies to Fortune 500
companies.

Mr. Massel explains that the ACOM Debtors seek to retain Spencer
Stuart as executive search consultants because, among other
things, Spencer Stuart has vast experience in and an international
reputation for successfully assisting companies in locating high-
level executives.  Additionally, Spencer Stuart provides extensive
services to its clients, including defining profiles of ideal
candidates, selecting potential candidates and facilitating the
hiring of these candidates.  Finally, Spencer Stuart has adjusted
its fee structure to accommodate the ACOM Debtors' financial
situation.

By this application, the ACOM Debtors seek the Court's authority
to employ Spencer Stuart, nunc pro tunc to April 30, 2003, which
was the date that the firm began its work.

Spencer Stuart will provide executive search services to the
Debtors, including:

      (i) developing position and candidate specifications to meet
          the Debtors' requirements and targets;

     (ii) identifying and researching potential executive
          candidates to create the largest and most qualified pool
          of potential candidates;

    (iii) interviewing and evaluating candidates;

     (iv) preparing candidate profiles in anticipation of
          introductory meetings between the Debtors and qualified
          candidates; and

      (v) advising the Debtors throughout the Board selection
          process.

The Debtors require knowledgeable executive search consultants
who can ensure that the most qualified candidates are presented
to the Board.  Spencer Stuart has substantial expertise in the
executive search industry and is well qualified to perform these
services for the Debtors.

In consideration for Spencer Stuart's services, Mr. Massel informs
the Court that Spencer Stuart will be entitled to a $110,000 fee
for each of the first two search assignments, billed in three
installments of $37,000, $37,000 and $36,000 for each search, plus
related expenses.  Furthermore, as the Debtors have already
pursued other candidates, Spencer Stuart will evaluate and close a
third candidate, with whom the Debtors have already initiated
discussions, at no charge to the Debtors.  If Spencer Stuart is
unable to close this candidate or any individual already
identified by the Debtors, Spencer Stuart will initiate a third
search assignment for a $55,000 flat fee plus related expenses.  
Thereafter, for each additional search, Spencer Stuart will charge
the Debtors a $55,000 flat fee plus related expenses.

If Spencer Stuart completes the assignments prior to the end of
their three-month retainer period, Mr. Massel tells the Court that
the Debtors will pay the balance of the fees at that time. If the
Debtors, for any reason, cancel the assignments after the first
month, Spencer Stuart's fees will be deemed earned up until the
date of cancellation on a 90-day prorated basis from the date of
retention.  Regardless of any cancellation, the first month's fee,
plus related expenses, will be deemed earned in its entirety at
the start of the assignment.

In the event that there is no placement after six months of a
search, Spencer Stuart will review the assignment with the Debtors
and make the necessary changes to the search approach. Depending
on the scope of the revised search approach, Spencer Stuart and
the Debtors may agree to revise the Engagement Letter or
alternatively terminate the assignment.

Spencer Stuart General Counsel Dave Rasmussen assures the Court
that the Firm has not received, to date, any compensation for
services rendered in the Debtors' Chapter 11 cases.  As Spencer
Stuart's compensation will be calculated and paid on a flat fee
schedule, the Debtors request that Spencer Stuart not be required
to file time records in accordance with the United States Trustee
Guidelines.

Mr. Rasmussen contends that Spencer Stuart's consultants:

    a) do not have any connection with the Debtors, their
       creditors, or any party-in-interest, or their attorneys;

    b) do not hold or represent an interest adverse to the
       estate; and

    c) are "disinterested persons" within the meaning of Section
       101(14) of the Bankruptcy Code. (Adelphia Bankruptcy News,
       Issue No. 36; Bankruptcy Creditors' Service, Inc., 609/392-
       0900)


AES CORP: Names Joseph C. Brandt & William R. Luraschi as EVPs
--------------------------------------------------------------
The AES Corporation (NYSE:AES) Board of Directors has promoted
Joseph C. Brandt and William R. Luraschi have been appointed
Executive Vice Presidents.

Mr. Brandt will also become AES's Chief Operating Officer for
Integrated Utilities and will retain his title of Chief
Restructuring Officer. Integrated Utilities is one of AES's two
main lines of businesses. Mr. Brandt assumed responsibility for
AES's businesses in Argentina in the fall of 2001, spearheaded the
sale of AES NewEnergy, and since the summer of 2002 has led AES's
Restructuring Office.

Over the last two years, in addition to overseeing the Company's
response to changing governance laws and regulations, Mr. Luraschi
assumed a significant role for many AES business initiatives,
including overall responsibility in leading AES's successful asset
sales program and helping to structure the AES parent debt
refinancings. Mr. Luraschi will retain his current position as
General Counsel.

"These two senior officers have made a significant contribution to
the recovery of AES," said Mr. Hanrahan. "Bill's counsel and
disciplined approach to major business decisions will continue to
be key as we move forward. Joe's demonstrated leadership and
expertise makes him the best choice to fill the important role of
Chief Operating Officer for Integrated Utilities."

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

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

For more general information visit http://www.aes.com

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


AIR CANADA: Completes First GATX Aircraft Lease Renegotiation
-------------------------------------------------------------
Air Canada completed the first renegotiation of lease terms with
one of its aircraft lessors on three Airbus A-321 aircraft.  The
lessor, GATX Capital, 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," Calin Rovinescu,
Chief Restructuring Officer, in a press release.  "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.

At a meeting convened in New York on May 29, 2003, Air Canada
provided the aircraft lessors with background information on its
financial position, its future competitive landscape as well as
the airline industry, fleet reconfiguration plans as well as
concessions required from aircraft lessors.  Prior and subsequent
to the New York meeting, Air Canada met with substantially all of
its aircraft lessors individually to negotiate lease revisions.
It is Air Canada's intention to return aircraft to lessors unable
or unwilling to renegotiate their lease arrangements.  Air Canada
is seeking a reduction in annual aircraft lease costs from
current levels of $1,400,000,000 to $720,000,000. (Air Canada
Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


AIRGAS INC: Will Publish First-Quarter Results on July 24, 2003
---------------------------------------------------------------
Airgas, Inc. (NYSE:ARG) will release its first quarter earnings at
approximately 4:30 p.m. EDT on Thursday, July 24, 2003 and will
host a teleconference at 8:30 a.m. EDT on Friday, July 25, 2003.
The presentation materials will be available on the Slide
Presentations page of the "Investor Info" section of the corporate
Web site at http://www.airgas.com by 5 p.m. on July 24. A web  
cast of the teleconference will be available live and on demand
through August 22 on the Conference Calls and Webcasts section of
the Web site.

The teleconference will be available by calling 800/500-0177. A
replay of the teleconference will be available through 11:00p.m.
on August 1. To listen, call 888/203-1112 and enter passcode
195416.

Airgas, Inc. (NYSE:ARG) (S&P, BB Corporate Credit Rating,
Positive) is the largest U.S. distributor of industrial, medical
and specialty gases, welding, safety and related products. Its
integrated network of nearly 800 locations includes branches,
retail stores, gas fill plants, specialty gas labs, production
facilities and distribution centers. Airgas also  distributes its
products and services through eBusiness, catalog and telesales
channels. Its national scale and strong local presence offer a
competitive edge to its diversified customer base. For more
information, please visit http://www.airgas.com


ALEXIAN BROTHERS: Fitch Withdraws Low-B Fin'l Strength Rating
-------------------------------------------------------------
Fitch Ratings has withdrawn its 'Bq' quantitative insurer
financial strength rating on Alexian Brothers Community Services
of Missouri. This rating action follows the company's decision to
withdraw as an HMO in August of 2002.

Fitch's quantitative insurer financial strength ratings (Q-IFS
ratings) are generated solely based on quantitative analysis of
publicly available financial statement data filed by the HMO on a
quarterly basis with its state regulator. Although the model's
general assumptions are reviewed by Fitch's rating committee, the
Q-IFS ratings generated by the model on individual HMOs are not
reviewed by the rating committee.

            Alexian Brothers Community Services

           -- Quantitative IFS / Withdrawn / 'Bq'


ALTERRA HEALTHCARE: Committee Wants Chapter 11 Trustee Appointed
----------------------------------------------------------------
Alterra Healthcare Corporation (OTCBB:ATHC) announced that a
motion to appoint a Chapter 11 trustee in its bankruptcy case has
been filed by the Official Committee of Unsecured Creditors.

The Creditors Committee's motion alleges that the current sales
process is inadequate and seeks the appointment of a Chapter 11
trustee for the limited purpose of reviewing alternative
restructuring proposals to determine the best restructuring plan
for creditors.

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

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

A hearing on the Creditors Committee's motion is scheduled for
August 6, 2003. As previously announced and in accordance with the
Bankruptcy Court approved bidding procedures, an auction for an
exit equity investment transaction will be held on July 17, 2003,
and a hearing to approve the successful "highest and best" bid is
scheduled for July 23, 2003.

Alterra offers supportive and selected healthcare services to our
nation's frail elderly and is the nation's largest operator of
freestanding Alzheimer's/memory care residences. Alterra currently
is operating in 24 states.


AMERCO: US Trustee Appoints 5-Member Unsec. Creditors' Committee
----------------------------------------------------------------
Assistant United States Trustee Nicholas Strozza, acting pursuant
to 11 U.S.C. Sec. 1102, appoints these five creditors to serve on
an Official Committee of Unsecured Creditors in AMERICO's chapter
11 proceeding:

      AIG Global Investment Group
      175 Water Street
      New York, NY 10038
         Contact: Kay Handley
                  Managing Director
                  Telephone (212) 458-2172
                  Fax (212) 458-2970

      Pacific Investment Management Company LLC
      840 Newport Center Drive
      Newport Beach, CA 92660
         Contact: Mohan V. Phansalkar
                  Executive Vice President
                  Telephone (949) 720-6180
                  Fax (949) 720-6361

      Law Debenture Trust Company of New York
      767 Third Avenue, 31st Floor
      New York, NY 10017
         Contact: Daniel Fisher
            Represented by: Arnold Gulkowitz, Esq.
                            Orrick, Herrington & Sutcliffe LLP
                            666 Fifth Avenue
                            New York, NY 10103
                            Telephone (212) 506-5000
                            Fax (212) 506-5151

      Bank of America, N.A.
      Strategic Solutions, Inc.
      555 South Flower Street, 9th Floor
      Los Angeles, CA 90071
         Contact: Timothy C. Hintz
                  Managing Director
            Represented by: Evan M. Jones, Esq.
                            O'Melveny & Myers LLP
                            400 South Hope Street
                            Los Angeles, CA 90071
                            Telephone (213) 430-6000
                            Fax (213) 430-6407

      G.E. Asset Management Inc.
      3003 Summer Street
      Stamford, CT 06905
         Contact: John Endres
                  Telephone (203) 326-4287
                  Fax (203) 356-4910

(AMERCO Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


AQUILA: Construction Loan Defaults Have No Impact on Liquidity
--------------------------------------------------------------
Aquila, Inc. (NYSE:ILA) announced that MEP Pleasant Hill, LLC, in
which Aquila holds a 50 percent interest, was unable to refinance
or repay $270 million of construction loans prior to their
June 26, 2003, maturity and accordingly has defaulted. The loan
proceeds were used to fund the construction of the Aries Power
Project, a combined-cycle, gas-fired power plant located near
Pleasant Hill, Mo.

In response to the default, the lenders have drawn on letters of
credit totaling $37.5 million pledged by Aquila to support the
loan. This action was anticipated. The letters of credit were
fully cash collateralized and thus this action does not impact
Aquila's near-term liquidity. Aquila is exploring alternatives to
restructure the project.

The project financing is non-recourse to Aquila and as such the
default has no impact on Aquila's other credit arrangements or
utility operations. The plant will continue to run according to
contractual obligations and market needs. Other operating
contracts, including tolling agreements for the power generated by
Aries, remain current and are not affected by the default.

Based in Kansas City, Mo., Aquila operates electricity and natural
gas distribution networks serving customers in seven states and in
Canada, the United Kingdom and Australia. Aquila also owns and
operates power generation assets. More information is available at
http://www.aquila.com

As reported in Troubled Company Reporter's April 15, 2003 edition,
Fitch Ratings assigned a 'B+' rating to the new $430 million
senior secured 3-year credit facility of Aquila, Inc.
Concurrently, Fitch has downgraded the senior unsecured rating of
ILA to 'B-' from 'B+'. Approximately $3 billion of debt has been
affected. The senior unsecured rating of ILA is removed from
Rating Watch Negative. The Rating Outlook for ILA's secured and
unsecured ratings is Negative.

Standard & Poor's Rating Services lowered its corporate credit and
senior unsecured rating on electricity and natural gas distributor
Aquila Inc., to 'B' from 'B+'. The ratings have also been removed
from CreditWatch where they were placed with negative implications
on Feb. 25, 2003. The outlook is negative. At the same time,
Standard & Poor's Rating Services assigned a 'B+' rating to
Aquila's new $430 million senior secured credit facility. The
issuer rating of Aquila Merchant Services Inc. was withdrawn.


ARMSTRONG: Earns Nod to Tap Morgan Lewis as Special ESOP Counsel
----------------------------------------------------------------
Armstrong Holdings, Inc., and its debtor-affiliates obtained
permission from the Court to employ Morgan Lewis & Bockius LLP,
nunc pro tunc to February 14, 2003.  

In June of 1989 AWI created an Employee Stock Ownership Plan for
the benefit of its employees.  On October 1, 1996, the ESOP was
merged into the Debtors' salaried 401(k) plan to create the
Retirement Savings and Stock Ownership Plan.  During the summer of
2001, the Debtors' RSSOP was selected for a random audit by the
United States Department of Labor.  From June 23-25, 2001, the
Philadelphia Office of the DOL performed an on-site audit and
expressed concern about the Debtors' use of employee 401(k) salary
deferrals to fund a portion of the ESOP debt.  Due to certain
Internal Revenue Service and United States Supreme Court decisions
unfavorable to the DOL's position, the Philadelphia Office of the
DOL indicated that it would not commence an action against the
Debtors unless the DOL's National Office supported such a claim.
On September 27, 2002, the Philadelphia Office of the DOL informed
the Debtors that the DOL's National Office would likely support a
claim, and the DOL pursued an open investigation and informal
discussions with AWI.  AWI has cooperated with the DOL to address
its questions and concerns.

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

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

Morgan Lewis will perform all legal services required to
effectively and efficiently respond to the DOL's investigation of
the Debtors' use of employee salary deferrals to repay ESOP debt,
and will bill these estates at its customary hourly rate ranging
from $125 to $450 per hour, depending on the experience and
expertise of the professional or paraprofessional involved. Morgan
Lewis' fees and expenses for this engagement are estimated to be
no more than $250,000, which is the deductible under AWI's
fiduciary liability insurance policy. (Armstrong Bankruptcy News,
Issue No. 43; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


BELL CANADA: Court Fixes August 31, 2003 as Claims Bar Date
-----------------------------------------------------------
The Ontario Superior Court of Justice has fixed the deadline by
which all creditors of Bell Canada International Inc. must submit
their Proofs of Claim to the Court-appointed Monitor or be forever
barred from asserting those claims.

Completed Proofs of Claim must be received by Ernst & Young Inc.,
the Monitor serving under Bell Canada's Plan of Arrangement, on or
before 5:00 p.m. on August 31, 2003.  Taxing authorities have
until Sept. 30, 2003, to submit their claims.  

Five types of claimants are exempt from the general claims bar
date:

        1. Members of the class action lawsuit filed against BCI,
           BCI's directors and BCE Inc. on behalf of all persons
           that owned 6.75% Debentures on Dec. 3, 2001;

        2. Holders of BCI's $160-million 11% senior unsecured
           notes due Sept. 29, 2004;

        3. Parties with claims relating to the supply of goods or
           services to BCI in the ordinary course, whether before
           or after May 31, 2003;

        4. Holders of certain guarantees by BCI of the
           indebtedness of certain affiliated companies; and

        5. Current employees or retirees of BCI in respect of
           employment-related claims, other than employment-
           related claims in respect of which the current or
           former employee has initiated litigation against BCI.

For questions or further information, contact the Monitor at:

        Ernst & Young Inc.
        Monitor Under the Plan of Arrangement of
           Bell Canada International Inc.
        222 Bay Street
        PO Box 251
        Toronto-Dominion Centre
        Toronto, ON MSK 1J7
        Attention: Mr. Jeffrey Hillis
        Tel: 416-943-3070
        Fax: 416-943-3300

Following the period for the identification of claims, it is
expected that the Ontario Superior Court of Justice, upon the
advice of Ernst & Young Inc., will make further orders with
respect to the timing, determination and resolution of the
identified claims.  

BCI is operating under a court supervised Plan of Arrangement to
dispose of its remaining assets, settle all claims against the
company and make a final distribution to stakeholders.  BCI is a
subsidiary of BCE Inc., Canada's largest communications company.
BCI is listed on the Toronto Stock Exchange under the symbol BI
and on the NASDAQ National Market under the symbol BCICF.  BCI's
restructuring is identified in the Ontario Court by file number
02-CL-4553.


CABLE SATISFACTION: S&P Withdraws 'D' L-T Credit & Debt Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services has withdrawn its 'D' long-term
corporate credit and 'D' senior unsecured debt ratings on
Longueuil, Quebec-based Cable Satisfaction International Inc.
Consequently, the company is no longer subject to continuous
surveillance by Standard & Poor's. Ratings on Cable Satisfaction
were lowered to 'D' on March 3, 2003, following the company's
failure to make scheduled interest payments on its US$155.0
million 12.75% senior unsecured notes due 2010.

Cable Satisfaction, through its wholly owned subsidiary
Cabovisao-Televisao por Cabo S.A., is the second-largest cable
television service provider in Portugal.

The company announced on June 13, 2003, that it has received a
commitment from Capital Communications CDPQ Inc., in connection
with a proposed recapitalization and restructuring plan. Assuming
that the plan is completed as proposed, the senior noteholders
will receive a 26% equity stake in Cable Satisfaction for the
complete equitization of the senior unsecured notes, representing
an equity value of approximately Euro 16.7 million (C$26.4
million). In addition, the senior noteholders have the option
under the proposal to subscribe for up to Euro 14.0 million
(C$22.1 million) of new equity, bringing their potential equity
stake in the recapitalized Cable Satisfaction to 48%.


CALICO COMMERCE: Bankruptcy Court Approves Disclosure Statement
---------------------------------------------------------------
Calico Commerce, Inc., announced that on June 27, 2003, the U.S.
Bankruptcy Court approved the Disclosure Statement relating to the
joint Plan of Reorganization filed by Calico and its Official
Committee of Equity Security Holders, enabling the Company to
commence soliciting approval of the Plan.

The Company and the Equity Committee filed the Plan and Disclosure
Statement on June 30, 2003, and expect to distribute voting
materials to affected parties beginning on or about July 10, 2003.
A hearing before the Bankruptcy Court on confirmation of the Plan
is expected on August 14, 2003.

The plan provides for the payment in full of all undisputed, non-
contingent claims of creditors against the Company, with all
remaining assets to be distributed to the Company's stockholders.

The Plan also provides for resolution of the class claim filed in
the Company's chapter 11 case by the plaintiffs in the IPO
laddering class action lawsuit pending in the United States
District Court for the Southern District of New York. The Plan
incorporates a compromise reached in principle between the
Company, the Equity Committee, counsel for the class action
plaintiffs, and the director-defendants who had filed indemnity
claims against the Company. The compromise provides that
jurisdiction and venue over the class action claim will be
transferred for settlement or judgment to the District Court. The
sole sources of recovery on the claim are to be the proceeds of
directors' and officers' insurance policies issued to the Company,
and certain potential claims to be assigned by the Company to a
Litigation Trust established for the benefit of the plaintiffs
holding the class action claim. These terms are consistent with
the global settlement agreement between the plaintiffs and the
issuer defendants in the over 300 consolidated IPO laddering
lawsuits announced by the Plaintiffs' Executive Committee on June
26, 2003.

After confirmation of the Plan of Reorganization, distribution to
creditors and equity holders, final resolution of the securities
class action litigation, and entry of the final decree in the
bankruptcy proceeding, the Company expects to dissolve.

"We are pleased with the approval of the Plan of Reorganization by
the U.S. Bankruptcy Court and believe it to be the best outcome
available for all concerned. The Regent Pacific Management team
brought into the Company in June 2001 examined all potential
offers and outcomes before determining that the sale of technology
and operating assets to Peoplesoft offered the best resolution,"
said James Weil, Calico CEO and a Managing Director of Regent
Pacific.

Copies of the Plan and Disclosure Statement can be obtained by
contacting the Company's noticing agent, Poorman-Douglas,
Corporation, at 877/205-2137.

Calico Commerce filed a voluntary petition under Chapter 11 of the
U.S. Bankruptcy Code on December 14, 2001, after executing an
agreement to sell substantially all of its operating assets to
PeopleSoft, Inc.

Regent Pacific Management Corporation, founded in 1974, is a
preeminent advisor to public and private sector companies in
financial or management transition. An international firm,
headquartered in San Francisco, its team of more than 35 senior
management advisors provides comprehensive operational management
expertise and support in all phases of operations, engineering and
technical support, marketing and sales, finance and organizational
development. The firm provides crisis, turnaround and interim
management services at the CEO, COO, CFO CRO and VP level. Regent
Pacific Management has completed more than 530 engagements for 400
clients including corporate restructurings, reorganizations,
acquisitions, bankruptcies, and sales of businesses, assets and/or
technology. Regent Pacific also maintains offices in New York,
London and The Hague. More information on the company is available
at http://www.Regent-Pacific.com


CALL-NET ENTERPRISES: AlternaCall to Acquire MPS Canada Assets
--------------------------------------------------------------
AlternaCall Inc., a subsidiary of Call-Net Enterprises Inc., (TSX:
FON, FON.B), a national provider of residential and business
telecommunications services, has entered into an agreement to
acquire the assets of Mosaic Performance Solutions Canada, a
private label consumer services company, from its parent Mosaic
Group Inc. The transaction is valued at $14.25 million plus an
additional amount for working capital.

MPS Canada resells long distance service through consumer services
companies who wish to complement their own product offerings to
their existing customers. MPS Canada provides end-to-end solutions
that include acquisition, integrated billing and customer
relationship management services. The Company's major clients
include CIBC Card Products, Canada's largest credit card company
and EastLink, Canada's first cable operator providing local
telephone services. The company also sells long distance service
under the Watchdog brand in Ontario.

"The acquisition of MPS Canada is in line with our strategy of
adding new channels to market which leverage our existing
infrastructure," said Bill Linton, president and chief executive
officer, Call-Net. "This transaction adds approximately 100,000
long distance customers to our base, increases traffic on our
national network, and strengthens our private label line of
business."

In addition to being a leading private label reseller of long
distance service, MPS Canada pioneered the rate and compare
billing technology which automatically selects the lowest long
distance rates matched to the customer's calling patterns, thus
eliminating the need to monitor and switch between competing
telecommunication companies.

"We intend to offer other residential products to this customer
base including our competitive local residential service," added
Linton.

Under the terms of the transaction, most existing supplier
agreements will remain in place. MPS Canada's personnel will
become employees of AlternaCall when the transaction closes.
Michael Skea will continue as general manager. The business name
will be changed to E-Force and will operate as a division of
AlternaCall. The transaction will close following court approval,
which is required as part of the Companies' Creditors Arrangement
Act (CCAA) process under which the MPS Canada assets are being
sold by Mosaic Group Inc.

AlternaCall Inc., a wholly owned subsidiary of Call-Net, provides
various alternative call products and services to the Canadian
consumer including Buck- a-Call, 1-800-HI-ITS-ME and 101-55-66.

Call-Net Enterprises Inc. (S&P, B Corporate Credit Rating, Stable)
is a leading Canadian integrated communications solutions provider
of local and long distance voice services as well as data,
networking solutions and online services to households and
businesses. It provides services primarily through its wholly
owned subsidiary, Sprint Canada Inc. Call-Net Enterprises and
Sprint Canada are headquartered in Toronto and own and operate an
extensive national fibre network with over 134 co-locations in
nine Canadian metropolitan markets. For more information visit
http://www.callnet.caand http://www.sprint.ca  


CHART INDUSTRIES: Files for Prepack. Chapter 11 Reorganization
--------------------------------------------------------------
Chart Industries, Inc., (OTCPK:CTIT) and certain of its U.S.
subsidiaries have filed voluntary petitions for reorganization
under Chapter 11 of the U.S. Bankruptcy Code to implement a
previously announced restructuring through a pre-packaged plan of
reorganization that has received strong support from the Company's
senior lenders. None of the Company's non-U.S. subsidiaries are
included in the filing in the United States Bankruptcy Court for
the District of Delaware.

On May 1, 2003, Chart announced that it had reached an agreement
in principle with its lenders on a restructuring plan. Since that
time, the Company and its senior lenders have negotiated and
finalized the significant terms of the restructuring, including a
pre-packaged Chapter 11 plan of reorganization filed in Bankruptcy
Court today. Chart expects that the Bankruptcy Court will confirm
the pre-packaged plan of reorganization within 45 days, and that
the Company will emerge from bankruptcy as soon as practicable
thereafter.

The Company intends to continue operating under Chapter 11 in the
ordinary course of business. It intends to seek the necessary
relief from the Bankruptcy Court to pay its employees, trade and
certain other creditors in full and on time, regardless of whether
such claims arise prior to or subsequent to the Chapter 11 filing.

"This restructuring, once fully implemented, will allow Chart to
take full advantage of the fundamental strength of our business
operations," said Arthur S. Holmes, Chart's Chairman and Chief
Executive Officer. "We will have a much improved balance sheet and
a capital structure that is more appropriate for the current
economic and market conditions. It is advantageous that we were
able to achieve a consensual plan of reorganization that is
supported by our senior lenders," Holmes said.

Holmes added, "After careful consideration and discussions with
our senior lender group, we decided that utilizing the Chapter 11
process to facilitate our restructuring was the best option for
Chart and our key constituencies, including our creditors,
employees, vendors, customers and shareholders. One of the main
benefits of Chapter 11 is that it will allow us to maintain normal
business operations while we seek confirmation of our pre-packaged
plan and ultimately effectuate our restructuring."

The Company expects to receive Bankruptcy Court approval within
the next few days to, among other things, continue payment of pre-
petition and post-petition wages and employee benefits. Likewise,
the Company will seek authorization from the Bankruptcy Court to
pay vendors for goods and services provided to the Company before
the Chapter 11 filing, as long as those vendors continue to extend
regular trade credit to the Company. Under the pre-packaged plan
of reorganization filed by the Company, all vendors are to be paid
in full.

"Our customers and suppliers should experience no change in the
way we do business with them," said Mr. Holmes. "We have taken
every step to make sure that vendors get paid in full in the
ordinary course of business and that our customers continue to
receive the same high quality goods and services to which they are
accustomed."

Under the proposed plan of reorganization, the Company's existing
senior debt of approximately $262 million would be converted into
a $120 million term loan and an initial 95% equity ownership
position in the Company. Following the restructuring, it is
expected that the Company's existing shareholders will initially
own 5% of the Company, with an opportunity to acquire an
additional 5% of equity through the exercise of stock warrants
under certain conditions.

In conjunction with the pre-packaged Chapter 11 filing, the
Company's senior lenders have committed to provide $40 million in
debtor-in-possession financing to fund the Company's operations
during the Chapter 11 proceedings, including working capital and
letter of credit requirements. Upon consummation of the plan of
reorganization, the DIP financing facility will be converted into
a $40 million exit financing facility. Upon approval by the
Bankruptcy Court, the DIP financing facility, together with the
Company's available cash reserves and cash provided by operations,
is expected to provide sufficient liquidity for the Company to pay
for goods and services delivered after the filing date.

"We appreciate the ongoing loyalty and support of our employees,"
Holmes said. "I thank them for their dedication and hard work,
which is critical to our success. I also thank our customers and
vendors for their support during this restructuring process. We
are committed to making this restructuring successful and leading
Chart towards a brighter future."

Chart Industries, Inc. is a leading global supplier of standard
and custom-engineered products and systems serving a wide variety
of low-temperature and cryogenic applications. Headquartered in
Cleveland, Ohio, Chart has domestic operations located in 11
states and an international presence in Australia, China, the
Czech Republic, Germany and the United Kingdom.

For more information on Chart Industries, Inc. visit the Company's
Web site at http://www.chart-ind.com  

For more information on the Company's pre-packaged Chapter 11
case, visit http://www.bmccorp.net/chart


CHART INDUSTRIES: Case Summary & 40 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Chart Industries, Inc.
             5885 Landerbrook Drive,
             Suite 150
             Cleveland, Ohio 44124

Bankruptcy Case No.: 03-12114

Debtor affiliates filing separate chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        CAIRE Inc.                                 03-12115
        Chart Asia, Inc.                           03-12116
        Chart Heat Exchangers Limit Partnership    03-12117
        Chart Inc.                                 03-12118
        Chart International Holdings, Inc.         03-12119
        Chart International, Inc.                  03-12121
        Chart Leasing, Inc.                        03-12122
        Chart Management Company, Inc.             03-12123
        CoolTel, Inc.                              03-12124
        GTC of Clarksville, LLC                    03-12125
        NexGen Fueling, Inc.                       03-12126  

Type of Business: The Debtors are suppliers of standard and
                  custom-engineered products and systems serving a
                  wide variety of low-temperature and cryogenic
                  operations.

Chapter 11 Petition Date: July 8, 2003

Court: District of Delaware

Judge: Mary F. Walrath

Debtor's Counsel: Mark S. Chehi, Esq.
                  Skadden, Arps, Slate, Meagher & Flom
                  One Rodney Square
                  P.O. Box 636
                  Wilmington, DE 19899-0636
                  Fax : 302-651-3160

Total Assets: $268,082,000

Total Debts: $361,228,000

Debtor's 40 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Integris Metals             Trade Debt                $533,849
1441 Ellsworth Ind. Dr. NW
Atlanta, GA 30318

455 85th Avenue N.W.
Minneapolis, MN 55433
Attn: Everett P. Chesley
Tel: 763-717-7100
Fax: 763-717-7114

RAO Manufacturing Co.       Trade Debt                $475,402
200 Mississippi St. NE    
Minneapolis, MN 55432
Attn: Richard Olsen, VP
Tel: 763-566-9080
Fax: 763-571-3666

Usinor Industeel Belgium    Trade Debt                $255,000
S.A. Au Capital DE 11.209.600 E
RC Charleorl 134164 N TVA
442.027.402
Siege Social - Rue de Chatelet
Marchienne Au Pont, Belgium
226-B 6030
Attn: David Meyer
Tel: 610-254-9900
Fax: 610-254-9907

Sypris Technologies         Trade Debt                $248,344

Macro Technologies          Trade Debt                $247,433

Ekco Products               Trade Debt                $209,520

Airgas North Central        Trade Debt                $184,101

Wair Products               Trade Debt                $183,287

Tyco Valves & Controls      Trade Debt                $182,433

Micro Dynamics              Trade Debt                $172,395

Nelson Numeric              Trade Debt                $139,361

Chandler Industries, Inc.   Trade Debt                $133,405

American Express Corp. Card Trade Debt                $132,270

Krueger Engineering &       Trade Debt                $124,671
Mfg. Co.      

Acme Metal Spinning Co.     Trade Debt                $119,480

Specialty Manufacturing Co. Trade Debt                $118,930

Randolph Company            Trade Debt                $108,219

Control Assemblies Co.      Trade Debt                 $99,679

Thermax, Inc.               Trade Debt                 $91,509

Lydall, Inc.                Trade Debt                 $91,033

Middlewest Manufacturing    Trade Debt                 $87,508

Trinity Industries, Inc.    Trade Debt                 $86,954

Modern Aluminum Castings    Trade Debt                 $85,168

Jorgensen, Earle M Company  Trade Debt                 $85,145

Pure-Flo Precision          Trade Debt                 $82,704

T.W. Metals                 Trade Debt                 $78,583

Rego Cryo-Flow Products     Trade Debt                 $74,272
Division                     

Riverside Electronics       Trade Debt                 $72,843

SME Associates, LLC         Trade Debt                 $72,116

Smith Tool & Design, Inc.   Trade Debt                 $70,787

Tank Components, Inc.       Trade Debt                 $70,764

Thomas V. Novak             Trade Debt                 $70,707

Impulse Manufacturing       Trade Debt                 $70,584

Ipsco Minnesota Inc.        Trade Debt                 $70,259
(Paper Cal)      

McKinney Advertising &      Trade Debt                 $65,957
Public Relations

Fussell Sheet Metal          Trade Debt                $65,076

Gunderson/Lutheran Health    Health Care Lacrosse      $65,075
Plan     

Citisteel USA, Inc.          Trade Debt                $64,607

T.W. Metals                  Trade Debt                $64,155

Fabex, Inc.                  Trade Debt                $62,296


CLAYTON HOMES: ISS Pushing for Approval of Merger with Berkshire
----------------------------------------------------------------
Institutional Shareholder Services, ISS, recommended a vote FOR
the proposed merger of Clayton Homes Inc. (NYSE: CMH) and a
subsidiary of Berkshire Hathaway Inc., at the special meeting of
Clayton Homes' stockholders on July 16.

ISS is the nation's leading independent proxy advisory firm. In
addressing the 12.3% premium price offer, ISS stated, "[G]iven the
depressed industry conditions with unclear prospects for a
rebound, the cash offer outweighs the less-than-substantial
premium offered in this transaction."

"We are pleased with ISS's decision, consistent with the board's
recommendation to stockholders," remarked Kevin T. Clayton, chief
executive officer of Clayton Homes. "ISS saw in the merger the
advantages to the company, including a dependable source of
homebuyer mortgages at competitive rates. Unfortunately certain
investors have refused to accept the fact that our industry is
experiencing what we view as a fundamental paradigm shift in
complexity of product, regulatory compliance, and especially
homeowner financing. We believe that the gravity of these changes
will have significant negative impact on even the stronger and
more experienced industry participants for years to come. This
evolution is clearly understood by several institutional
stockholders with whom we have spoken and who intend to vote for
the transaction."

In addressing the Orbis Investment Management Ltd.'s criticism of
the proposed merger, including the board's evaluation process, ISS
stated, "Despite the 30 to 39 day window for considering other
offers, no bids have materialized since the Berkshire Hathaway
offer was announced. Furthermore, ISS is not convinced that the
board's process was seriously flawed or that the directors did not
perform their fiduciary duty in evaluating the merger."

Kevin Clayton re-emphasized the point made in his letter to
stockholders last week stating, "We take strong exception to the
accusations that our independence, fiduciary responsibilities, and
corporate governance have been compromised. Certainly anyone who
knows our board individually or collectively would never question
their integrity or their dedication to representing the interests
of our stockholders."

In addition, the Orbis challenge to the segment valuation of our
communities group is flawed in that they erroneously equated the
value of Clayton Homes communities to the value of those in the
pending sale of Chateau Communities. Chateau's properties are
worth substantially more, given the following statistics (as of
December 31, 2002):

                      Clayton Communities      Chateau Communities
                      -------------------      -------------------
Monthly site rent           $215                      $354
Operating Income per site   $652                     $2000+
Occupancy                     75%                      86%

Certain investors led by Orbis continue to paint a rosy picture
for an imminent industry recovery, which they would have investors
believe is now underway. To support this claim, however, one would
have to ignore industry data, including current production
reports. Historically, the cyclical manufactured housing industry
has experienced high production levels only for two brief periods.
In the 1970's, small banks and savings and loans provided
aggressive financing, causing the market to collapse. In the
1990's, shipments soared to 375,000 in the peak year as a result
of lax underwriting, accommodated by the Wall Street
securitization process. This time institutional bondholders are
suffering massive losses, as most major lenders declared
bankruptcy or otherwise exited the industry.

This irrational financing provided exceptionally high order rates
for manufacturing facilities that did not last. We believe Wall
Street and the lenders today will be required to be more
accountable and conservative, and thus we expect future industry
shipments to be limited to more realistic levels. Although Clayton
Homes has a model that provides accountability and some protection
against mortgage losses, without access to a more dependable and
cost effective financing source, we believe that our profitability
will be seriously constrained. Our independent directors and now
ISS recommend that you vote in favor of our merger with Berkshire
Hathaway.

Clayton Homes, Inc. (Fitch, BB+ Senior Unsecured Rating, Positive)
is a vertically integrated manufactured housing company with 20
manufacturing plants, 296 Company owned stores, 611 independent
retailers, 86 manufactured housing communities, and financial
services operations that provide mortgage services for 168,000
customers and insurance protection for 100,000 families.


COLUMBUS MCKINNON: Preparing $100M Senior Secured Notes Offering
----------------------------------------------------------------
Columbus McKinnon Corporation (Nasdaq: CMCO) plan to offer
an expected $100 million of Senior Secured Notes due 2010.  
Columbus McKinnon intends to use the net proceeds from this
offering to repay all outstanding borrowings under its second
secured term loan and the balance to repay or repurchase other
outstanding indebtedness under its senior credit facility and/or
its existing subordinated notes.

The offering is contingent upon a concurrent amendment to Columbus
McKinnon's senior credit facility providing for, among other
things, the issuance of the notes.
    
As reported in Troubled Company Reporter's May 22, 2003 edition,
Standard & Poor's Ratings Services revised its outlook on Columbus
McKinnon Corp., to negative from stable. The revision reflected
weaker-than-expected operating results, due to continued soft
market demand and the expectation that improvement to the
company's credit profile will be limited in the near term.

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

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


CONCERT INDUSTRIES: Wooing Lenders to Amend Loan Agreements
-----------------------------------------------------------
Further to its news release of June 30, 2003, Concert Industries
Ltd., did not receive the necessary waiver from the holders of its
Senior Indebtedness to allow the Company to issue its common
shares in satisfaction of the semi-annual interest payment due on
its 8.5% Convertible Unsecured Subordinated Debentures.

In addition, with the concurrence of the Senior Secured Lenders,
the Company continues not to make monthly interest payments and
did not make the $2 million principal payment which came due on
July 2, 2003 under its senior secured credit facility.

"The Company is continuing its discussions with its Senior
Lenders and certain of the holders of its 8.5% Convertible
Debentures regarding potential waivers of these past defaults,
other possible future defaults and proposals to amend its
agreements with those lenders," stated Raoul Heredia, President
of Concert. The Company has been advised by the Toronto Stock
Exchange that the 8.5% Convertible Debentures will henceforth
trade on an interest flat basis.

Concert Industries Ltd. is an international technology based
company specializing in the development and manufacture of
advanced airlaid materials. Concert's products are key components
in a wide range of personal care consumer products including
feminine hygiene and adult incontinence products. Other
applications include pre-moistened baby wipes, disposable medical
and filtration applications and tabletop products.


COVANTA ENERGY: Asks Court to Approve Scheduled Creditors Notice
----------------------------------------------------------------
Vincent E. Lazar, Esq., at Jenner & Block, LLC, in Chicago,
Illinois, relates that on June 14, 2002, the Initial Debtors
filed their schedules of assets and liabilities.  The amendments
to the schedules were filed on November 22, 2002.  Then, on
December 16, 2002, Covanta Concerts Holdings, Inc. also commenced
voluntary cases under Chapter 11 and filed schedules on that same
day.

Since the filing of the Schedules, the Covanta Energy Debtors have
identified creditors whose claims were scheduled against the
incorrect Debtors.  The Debtors also have identified creditors
whose claims were scheduled as contingent, unliquidated or
disputed, which the creditors do not dispute.

Mr. Lazar notes that Rule 1009 of the Federal Rules of Bankruptcy
Procedure provides that debtors generally have the right to amend
schedules at any time before the case is closed.  Bankruptcy Rule
1009 also requires that notice of a schedule amendment be given
to the United States Trustee and any entity affected.

Mr. Lazar informs Judge Blackshear that the Debtors are preparing
to file amendments to:

    (a) reclassify the claims of a number of scheduled creditors
        by transferring the creditors' claims from one Debtor's
        schedules to the applicable schedule for a different
        Debtor's case -- Reclassified Creditors; and

    (b) reflect the scheduled creditors whose claims were
        originally listed in the Debtors' Schedules as contingent,
        unliquidated or disputed, are no longer contingent,
        unliquidated or disputed -- Undisputed Creditors.

In addition, Bankruptcy Rule 2002(m) allows the Court to enter
orders designating the form and manner of giving notice.

Accordingly, the Debtors, pursuant to Sections 105 and 521 of the
Bankruptcy Code and Bankruptcy Rules 2002 and 3003, ask the Court
to approve the form and manner of notice to be given with respect
to:

    (i) the scheduled creditors whose scheduled claims will be
        reclassified to another Debtor's case; and

   (ii) the scheduled creditors whose claims, which are
        presently scheduled as contingent, unliquidated or
        disputed, will be changed to undisputed.

As to the Reclassified Creditors, the Debtors are amending the
Schedules to reclassify the scheduled claims to the appropriate
Debtor's case.  Generally, the Debtors are not changing the
scheduled data in any other manner.  The Debtors propose that the
Reclassified Creditors be served, by mail, a notice that will
include a notation reflecting the name and case number of the
Debtors, where the Reclassified Creditor's scheduled claim has
been reclassified, along with the scheduled claim amount.

As to the Undisputed Creditors, the Debtors are amending the
Schedules to reflect that the Debtors no longer classify the
Claims as contingent, unliquidated or disputed.  The Debtors also
propose to serve all Undisputed Creditors, by mail, a notice that
will include a notation of the amount of each Undisputed
Creditor's claim the Debtors scheduled.

Furthermore, the Debtors also ask the Court to clarify the effect
of the amendments on previously established bar dates for the
Reclassified Creditors and the Undisputed Creditors.

The Reclassified Creditors, whose claims were previously
scheduled as contingent, unliquidated or disputed, have already
received notices of both the commencement of the cases of the
Initial Debtors and Covanta Concerts and the applicable Bar
Dates.  Mr. Lazar asserts that the Reclassified Creditors are
therefore required to file proofs of claim to their scheduled
contingent, unliquidated or liquidated claims prior to the
applicable Bar Dates.

Because all of the Undisputed Creditors have already received
notice of both the commencement of the cases of the Initial
Debtors and Covanta Concerts and any applicable Bar Dates, the
Debtors also want the Court to clarify that the amendments will
not affect any Bar Dates previously established for filing claims
in the Debtors' cases.

Any other changes or additions to the Schedules, including the
addition of new persons or entities having claims against the
Debtors, if any, will continue to be governed by the Initial Bar
Date Order.  The Initial Bar Date Order fixes the bar date for
most changes or additions to the Schedules, 30 days after the
Debtors send via first class U.S. mail a notice of the relevant
amendment identifying the claimant as the claim holder.  Mr.
Lazar adds that the Debtors will provide notice to any new
parties identified for the first time in the Amended Schedules.
The new parties will have 30 days to file a proof of claim.
(Covanta Bankruptcy News, Issue No. 31; Bankruptcy Creditors'
Service, Inc., 609/392-0900)    


COVENTRY HEALTH: Fitch Withdraws Bq Financial Strength Rating
-------------------------------------------------------------
Fitch Ratings has withdrawn its 'Bq' quantitative insurer
financial strength rating on Coventry Health Care of the
Carolinas. The company is a health maintenance organization
domiciled in North Carolina. Coventry Health Care of the Carolinas
was acquired by and merged into Wellpath effective May 31, 2002.
Fitch's quantitative insurer financial strength ratings (Q-IFS
ratings) are generated solely based on quantitative analysis of
publicly available financial statement data filed by the HMO on a
quarterly basis with its state regulator. Although the model's
general assumptions are reviewed by Fitch's rating committee, the
Q-IFS ratings generated by the model on individual HMOs are not
reviewed by the rating committee.

     Coventry Health Plan of the Carolina (CO) / 95170

           --Quantitative IFS / Withdrawn / 'Bq'


CYTO PULSE: Wants More Time to File Schedules & Statement
---------------------------------------------------------
Cyto Pulse Sciences, Inc., asks the U.S. Bankruptcy Court for the
District of Maryland for an extension of time to prepare and
deliver its Schedules of Assets and Liabilities and Statement of
Financial Affairs required under 11 U.S.C. Sec. 521(1).

The Debtor relates that the process of compiling, organizing and
finalizing information in the appropriate form will require
additional time and effort to ensure that all information is
complete and accurate.  The Debtors and its attorneys require
additional time to gather and review the information necessary to
fully and accurately prepare the Schedules.

In order to assure that the required documents are accurate and
complete, the Debtor requests an extension of time to obtain
additional information, confer with its counsel, and review their
Schedules before they are filed with the Court.  

Consequently, the Debtor asks the Court for an extension until
July 14, 2003.  This way, an extension of time will not require a
postponement of the Section 341 Meeting nor will it have an
adverse impact on creditors.

Cyto Pulse Sciences, Inc., headquartered in Columbia, Maryland is
in the business of inventing, developing and manufacturing medical
equipment and devices for laboratory applications.  The Company
filed for chapter 11 protection on June 12, 2003 (Bankr. Md. Case
No. 03-59544).  Alan M. Grochal, Esq., and Stephen M. Goldberg,
Esq., at Tydings and Rosenberg, represent the Debtor in its
restructuring efforts.  As of June 30, 2002, the company listed
$1,913,305 in assets and $19,469,309 in debts.


DIRECTV: Wants Plan Filing Exclusivity Extended to November 17
--------------------------------------------------------------
The principal goal of Chapter 11 is the successful rehabilitation
of a debtor's business, which serves to, among other things,
increase the pool of assets available for distribution to
creditors.  See NLRB v. Bildisco & Bildisco, 465 U.S. 513, 527
(1984); United States v. Whiting Pools, Inc., 462 U.S. 198, 203
(1983); see also H.R. Rep. No. 595, 95th Cong., 1st Sess. 220
(1977).  The interwoven provisions of Chapter 11 reflect
congressional intent that the principal means of successful
rehabilitation should be a considered and consensual plan.  See,
e.g., In re Perkins, 71 B.R. 294, 297 (W.D. Tenn. 1987).
Consensual chapter 11 plans reduce the administrative burden
imposed on the bankruptcy court, avoid lengthy and costly
litigation, and increase the overall distribution to creditors
and equity security holders.  See Fortgang and Mayer, Valuation
in Bankruptcy, 32 U.C.L.A. L. Rev. 1061, 1106 (1985).  To promote
balances and successful reorganizations under Chapter 11,
Congress gave the debtor the exclusive right for a reasonable
period of time to propose a plan.  Section 1121(b) of the
Bankruptcy Code establishes an initial period of 120 days after
the order for relief during which only the debtor may file a
plan.  If the debtor files a plan within the 120-day period,
Section 1121(c)(3) extends the exclusivity period to 180 days
after the order for relief to permit the debtor to seek
acceptances of such plan.  Section 1121(d) permits the bankruptcy
court to extend these exclusivity periods "for cause".

Joel A. Waite, Esq., at Young Conaway Stargatt & Taylor LLP, in
Wilmington, Delaware, tells the Court that DirecTV Latin America,
LLC could file a plan by July 16, 2003, but it wouldn't be
consensual.  DirecTV fears that if forced to file a prematurely
formulated Chapter 11 Plan, it would be unlikely to balance the
interests of the Estate, the creditors and other parties-in-
interest.

Accordingly, DirecTV asks the Court to extend its Exclusive
Periods to:

    (i) file a Plan through and including November 17, 2003; and

   (ii) solicit Plan acceptances through and including January 16,
        2004.

Mr. Waite contends that cause exists to extend the Exclusive
Periods because:

    (a) DirecTV is a large company with numerous businesses,
        operations and financial interests throughout the United
        States and around the world;

    (b) DirecTV has made substantial progress in this Chapter 11
        case and continues to work diligently on other matters
        related to its reorganization, like:

        -- obtaining the $300,000 DIP Financing for DirecTV to
           continue its business operations on a day-to-day
           basis, without the danger of an immediate liquidity
           crisis;

        -- defending itself from Raven Media's request for venue
           transfer;

        -- defending itself from Infront WM GmbH's motion for
           stay relief to pursue a Switzerland Litigation;

        -- preparing to litigate the Put Agreement rejection;

        -- reviewing and developing strategies with respect to
           the treatment of its executory contracts;

        -- obtaining Court approval of the Employee Retention
           Plan without contest;

        -- stabilizing its business operations;

        -- providing requested information to the Creditors'
           Committee, meeting the requirements under the DIP
           Facility, and preparing the monthly operating reports
           required by the U.S. Trustee;

        -- completing and filing of its Schedules of Assets and
           Liabilities and Statement of Financial Affairs;

    (c) An extension of the Exclusive Periods will provide DirecTV
        with additional time to address numerous tasks necessary
        to the daily administration of this Chapter 11 case,
        including:

        -- preparing monthly operating reports;

        -- satisfying the reporting requirements under the DIP
           Agreement;

        -- dealing with issues related to the automatic stay;

        -- responding to vendors' concerns; and

        -- communicating its message to the general public, among
           other things;

    (d) An extension of the Exclusive Periods also affords DirecTV
        to complete its review and assessment of its programming
        and related agreements that will have to be resolved
        before it will have adequate information necessary to
        prepare a disclosure statement and confirm a plan;

    (e) Given that the Bar Date is set on September 2, 2003,
        DirecTV or other parties-in-interest are not in a position
        to evaluate the Claims, value its assets and business,
        determine an appropriate capital structure for the
        reorganized company and prepare a disclosure statement
        containing adequate information;

    (f) An extension of the Exclusive Periods will afford DirecTV
        and all other parties-in-interest an opportunity to
        develop fully the grounds for serious negotiations towards
        a plan of reorganization; and

    (g) Creditors will not be prejudiced with the requested
        extension given that the request is modest in length in
        light of the extensions granted in other large cases.
        (DirecTV Latin America Bankruptcy News, Issue No. 9;
        Bankruptcy Creditors' Service, Inc., 609/392-0900)


DOMINO'S INC: S&P Knocks Corporate Credit Rating a Notch to B+
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on pizza delivery company Domino's Inc. to 'B+' from 'BB-'.

The rating was removed from CreditWatch where it had been placed
on May 29, 2003. The outlook is stable. In addition, Standard &
Poor's assigned its 'B+' rating to the company's $735 million
senior secured bank loan comprised of a $610 million term loan and
$125 million revolving credit facility, and its 'B-' rating to
Domino's $403 million senior subordinated notes.

"The downgrade is based on the company's refinancing which added
about $400 million of incremental debt," said Standard & Poor's
credit analyst Robert Lichtenstein.

The proceeds were used to repay the company's existing debt,
redeem $200.5 million of its preferred shares, and pay a $200
million common dividend. As a result, pro forma lease-adjusted
total debt to EBITDA increased to about 6x, compared with 3.7x
under the previous capital structure. Moreover, financial
flexibility will be reduced as interest payments and amortizations
will have substantially increased.

The refinancing reduces the company's financial flexibility
because interest payments and amortizations have substantially
increased. However, maturities are extended as the revolving
credit facility matures in 2009, the term loan in 2010, and the
senior subordinated notes in 2011.

Liquidity is adequate with a $125 million revolving credit
facility, which was undrawn at closing.

Domino's leading market position in pizza delivery, lean cost
structure, and improved operating performance provide support for
the ratings. The stable outlook incorporates Standard & Poor's
expectation that the company will maintain stable operating
performance and that credit measures will improve.


EARTHSHELL: Deloitte & Touche Bows Out as Public Accountant
-----------------------------------------------------------
On June 26, 2003, EarthShell Corporation received a letter from
Deloitte and Touche LLP resigning as the Company's independent
public accountants. The Company is currently interviewing
accounting firms and expects to engage a replacement firm within
the next few weeks.

Deloitte & Touche's audit reports on the Company's financial
statements for fiscal years ended December 31, 2002 and 2001
contained an explanatory paragraph concerning the Company's
ability to continue as a going concern.

With respect to the year ended December 31, 2002, as to which
Deloitte & Touche sent a letter to the Company's Audit Committee
during the last week in June in conjunction with its resignation,
which letter was backdated to April 29, 2003, advising the Audit
Committee of four reportable conditions in the Company's internal
controls noted during the course of the audit for the year ended
December 31, 2002, as follows: (1) a formal process to close
accounting periods prior to the production of financial
information did not exist, (2) some of the accounting records
maintained by the Company did not adequately support amounts
recorded in the financial statements, (3) purchase cutoff
procedures were inadequate, and (4) the Company's accounting
personnel did not have the appropriate qualifications and training
to fulfill their assigned functions.

While the Company believes that certain of the matters reported to
the Audit Committee by Deloitte & Touche regarding the year ended
December 31, 2002 are untimely, overstated, or inaccurate, it
believes that each of the issues raised has already been addressed
to the satisfaction of the Audit Committee.

EarthShell, through joint ventures and other agreements, licenses
its biodegradable packaging to companies that make disposable
packaging for food service. EarthShell has an agreement with
Sweetheart Cup to provide containers for McDonald's Big Mac
sandwiches; it also sells a line of plates and bowls to retailers
like Wal-Mart. EarthShell is also working with the US Department
of Interior to make plates and bowls for use in national parks.
Its joint venture with Finland-based Huhtamaki Van Leer is working
to commercialize Earthshell products internationally. Founder and
chairman Essam Khashoggi owns almost 39% of the firm.


EXIDE TECH: Has Until December 8 to Make Lease-Related Decisions
----------------------------------------------------------------
Exide Technologies and its debtor-affiliates obtained the Court's
approval to extend the period of time within which they must
decide whether to reject, assume and assign, or assume their over
200 Unexpired Leases. The Lease Decision Period is extended
through and including December 8, 2003. (Exide Bankruptcy News,
Issue No. 25; Bankruptcy Creditors' Service, Inc., 609/392-0900)


FFC HOLDING: U.S. Trustee Wants Case Converted to Chapter 7
-----------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region III,
urges the Bankruptcy Court to convert FFC Holding, Inc.'s
bankruptcy case to a Chapter 7 Liquidation proceeding.  

The U.S. Trustee complains that the Liquidating and Disbursing
Agent has failed to comply with the United States Trustee
Operating Guidelines and Reporting Requirements for Chapter 11
cases.  No reports for June 2002 have been filed nor has the Agent
filed post-confirmation quarterly reports 3rd and 4th quarters of
2002 and the 1st quarter of 2003.

The Liquidating and Disbursing Agent's failure to file these
reports hinders the U.S. Trustee's ability to monitor post-
confirmation operations and whether the plan remains viable.  The
U.S. Trustee points out that in the absence of reports, it is
impossible to determine whether the Liquidating and Disbursing
Agent is current with post-confirmation obligations, has paid the
correct amount of quarterly fees to the UST or has the ability to
fulfill his fiduciary duties.

Additionally, the Liquidating and Disbursing Agent has not paid
the correct amount of fees and is $55,250 in arrears based on
estimated disbursements.  The UST was required to estimate
disbursements and fees due to the Liquidating and Disbursing
Agent's failure to file timely post-confirmation reports of its
disbursements.

The UST submits that conversion would be in the best interest of
creditors.  Conversion would result in the appointment of an
independent fiduciary Chapter 7 trustee who would investigate and
liquidate any and all remaining assets, take control of any and
all proceeds, and investigate whether there are any causes of
action which might lead to a distribution to creditors.

Freedom Forge Corporation, the operating company of the U.S.
Debtors manufactures and sells railway wheels, railway axles and
other forged metal products. The Company filed for Chapter 11
protection on July 13, 2001 (Bankr. Del. Case No. 01-2399).
Christopher James Lhulier, Esq., and Laura Davis Jones, Esq. at
Pachulski Stang Ziehl Young & Weintraub, PC represent the Debtors
in their restructuring efforts.

  
FLEMING: Will Pay Up to $49 Million in Prepetition Taxes & Fees
---------------------------------------------------------------
Subject to the approval of the Official Committee of Unsecured
Creditors and the DIP Lenders, US Bankruptcy Court Judge Walrath
authorized Fleming Companies, Inc., and its debtor-affiliates to
pay, in their discretion, up to $49,000,000 in prepetition taxes
and fees that arose in the ordinary course of their businesses.

Having the authority to pay the Taxes is necessary for various
reasons, including avoiding:

    -- a serious disruption to the Debtors' business;

    -- possible cessation of certain segments of the business;

    -- potential administrative difficulties;

    -- the assessment of liability for trust fund taxes against
       the Debtors' officers and directors;

    -- the filing of numerous actions in Court by various taxing
       and licensing authorities in the United States and Canada;
       and

    -- the accumulation of interest and penalties on overdue
       taxes.

                  Sales, Use and Excise Taxes

In connection with the normal operation of their business, the
Debtors, on behalf of various taxing and licensing authorities in
the United States and Canada, collect various sales taxes from
their customers and incur use taxes.  The Debtors also incur
various excise taxes, primarily for cigarette and tobacco taxes,
which they pay to the Authorities.

Because of the nature of the Debtors' business, the Debtors incur
on a monthly basis substantial Sales & Use Taxes and Excise
Taxes.  In approximate figures, the prepetition Sales & Use Taxes
amount to $7,000,000.  The prepetition Excise Taxes aggregate
$67,500,000, and of that amount, $65,000,000 is attributable to
cigarette and tobacco taxes -- the remaining $2,500,000 is for
fuel taxes.

                Miscellaneous Taxes & Other Fees

There are also miscellaneous taxes and fees, the nonpayment of
which could disrupt or eliminate the Debtors' ability to conduct
business in certain jurisdictions.  In California for example, a
$107,000 monthly fee must be paid for the recycling of the
beverage bottles that are distributed.  Other business license
fees and mercantile taxes, which are required in order for the
Debtors to conduct business in the relevant locales, are paid
quarterly, semi-annually or annually.  The Debtors estimate that
$576,000 of these fees and taxes, if prorated, is attributable to
the period before April 1, 2003.

It is not clear whether any portion of these fees and taxes are
actually prepetition amounts since these are not prorated by the
taxing authorities, the Debtors note.  But in light of the
relatively small amount due and the difficulties the Debtors
would suffer as a result of nonpayment, the Debtors may pay any
miscellaneous taxes as fees that are arguably attributable to
prepetition periods as the amounts become due in the ordinary
course of business. (Fleming Bankruptcy News, Issue No. 8;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


GENESIS HEALTH: Names John Arlotta Vice Chairman, NeighborCare
--------------------------------------------------------------
Genesis Health Ventures, Inc. named John J. Arlotta, 53, as vice
chairman with primary responsibility for the company's $1.2
billion NeighborCare institutional pharmacy business.  Arlotta is
a past president and COO of Caremark Pharmaceutical Services
(NYSE: CMX) - a leading provider of drug benefit services to
health plans, corporations and insurance companies.

In making the announcement, Genesis Chairman and CEO Robert H.
Fish said, "Arlotta has the in-depth pharmaceutical industry
knowledge needed to position NeighborCare for meaningful growth
through investment and acquisition.  As NeighborCare moves forward
as a separate public company later this year, Arlotta's experience
will prove invaluable."

Genesis Health Ventures (Nasdaq: GHVI) provides healthcare
services to America's elders through a network of NeighborCare
pharmacies and Genesis ElderCare skilled nursing and assisted
living facilities.  Other Genesis healthcare services include
rehabilitation and respiratory therapy, group purchasing, and
diagnostics. Visit the Company's Web site at http://www.ghv.com  
for more information.

As previously reported, Standard & Poor's Ratings Services
affirmed the ratings on Genesis Health Ventures Inc. -- at BB+.  
At the same time, the ratings have been removed from CreditWatch,
where they were placed Oct. 3, 2002. The removal from CreditWatch
reflects the company's announcement that its board has approved a
plan that splits Genesis into two public companies.


GENESIS HEALTH: Will Publish Fiscal Q3 Results on August 5, 2003
----------------------------------------------------------------
Genesis Health Ventures, Inc., will release operating results for
the third quarter of fiscal 2003 before the open of trading on
August 5th and will also hold a conference call at 9:30 a.m. EDT
on August 5th.

Investors can access the conference call by phone at (888) 276-
0005 or live via webcast through the Genesis Web site at
http://www.ghv.com A replay of the call will also be posted at  
http://www.ghv.comfor one month.

Genesis Health Ventures (Nasdaq: GHVI) provides healthcare
services to America's elders through a network of NeighborCare
pharmacies and Genesis ElderCare skilled nursing and assisted
living facilities.  Other Genesis healthcare services include
rehabilitation and respiratory therapy, group purchasing, and
diagnostics. Visit the Company's Web site at http://www.ghv.com  
for more information.

As previously reported, Standard & Poor's Ratings Services
affirmed the ratings on Genesis Health Ventures Inc. -- at BB+.  
At the same time, the ratings have been removed from CreditWatch,
where they were placed Oct. 3, 2002. The removal from CreditWatch
reflects the company's announcement that its board has approved a
plan that splits Genesis into two public companies.


GENTEK INC: Joint Plan's Classification & Treatment of Claims
-------------------------------------------------------------
In accordance with Section 1122 of the Bankruptcy Code, the Plan
provides for the classification of Classes of claims and equity
interests.  Section 1122(a) permits a plan to place a claim or an
interest in a particular class only if the claim or interest is
substantially similar to the other claims or interests in that
class.

Pursuant to Bankruptcy Code Section 1123(a)(1), Administrative
Expense Claims and Priority Tax Claims have not been classified
and the holders of these Claims are not entitled to vote to
accept or reject the Plan.  Allowed Administrative and Allowed
Priority Claims are to be paid in full on the Effective Date of
the Plan, or, for ordinary course Administrative Claims, when the
claims become due and, for tax claims, as contemplated under
Section 507(a)(8) of the Bankruptcy Code.

Claims against and Interests in each Debtor are classified for
all purposes including voting, confirmation and distribution
pursuant to the Plan and pursuant to Bankruptcy Code Sections
1122 and 1123(a)(1).  A Claim or Interest will be deemed
classified in a particular Class only to the extent that the
Claim or Interest qualifies for the description and will be
deemed classified in a different Class to the extent that any
remainder of that Claim or Interest qualifies for the description
of that different Class.  A Claim or Interest is in a particular
Class only to the extent that the Claim or Interest is allowed in
that Class and has not been paid or settled before the Effective
Date.

The GenTek Debtors believe that the classification of Claims and
Equity Interests under the Plan is appropriate and consistent with
applicable law.  Nonetheless, the Debtors note that nothing in the
Plan will affect their rights and defenses with respect to any
Claims including the rights of set-off or recoupment.

Class   Description              Recovery Under The Plan
-----   -----------              -----------------------
  N/A    Administrative Claims    Allowed Claimholders will get:

                                  (a) cash equal to the unpaid
                                      portion of the Claim; or

                                  (b) a different treatment agreed
                                      by the parties in writing.

                                  The DIP Claims will be deemed
                                  allowed in their entirety.

                                  Adequate Protection Claims will
                                  be deemed satisfied in full
                                  payments made pursuant to the
                                  Cash Collateral Orders.  Any
                                  replacement or other Liens
                                  created under these Orders will
                                  terminate and will have no
                                  further force and effect as of
                                  the Effective Date.

                                  100% estimated recovery

  N/A    Priority Tax Claims      Holders will receive:

                                  (a) cash equal to the unpaid
                                      portion of the Claim;

                                  (b) another treatment agreed by
                                      the parties in writing; or

                                  (c) at the Reorganized Debtors'
                                      sole discretion, deferred
                                      cash payments equal to the
                                      Claim, over a six-year
                                      period.

                                  100% estimated recovery

   1     Other Priority Claims    Unimpaired, not entitled to vote

         A Claim entitled to      Each holder will receive:
         priority pursuant to
         Section 507(a) of        1. Cash equal to the unpaid
         Bankruptcy Code,            portion of the Allowed Claim;
         other than Priority         or
         Tax or Administrative
         Claims                   2. Other treatment as the
                                     parties agree in writing.

                                  100% estimated recovery

   2     Convenience Claims       Holders will receive cash equal
                                  to the lesser of:
         Claims equal to or
         less than $250:          (a) the Allowed Claim amount; or

         1. against the Debtors   (b) $250.
            that are not a
            Secured Claim,        Unimpaired, not entitled to vote
            Administrative
            Claim, Priority       100% estimated recovery
            Tax Claim, Other
            Priority Claim,
            Intercompany Claim,
            or Existing Lender
            Deficiency Claim;

         2. characterized as a
            prepetition trade
            payable in respect
            of goods or services
            supplied by a vendor
            or other provider in
            the ordinary course
            of business.

   3     BNS Secured Claims       Paid in full in cash

         GenTek's claim against
         Noma arising under the
         March 13, 2001 credit
         agreement between Noma,
         Sandco Automotive Ltd,
         General Chemical
         Performance Products,
         as borrowers, and The
         Bank of Nova Scotia,
         as lender

   4     Existing Lender          Holders will receive a pro
         Secured Claims           rata share of:

         Claims under the         (a) $60,000,000 in cash less any
         April 30, 1999 credit        adequate protection payments
         facility led by              received by the Lenders
         JPMorgan as agent            before the Effective Date
                                      and after September 30,
                                      2003;

                                  (b) the $216,000,000 principal
                                      amount of the New Senior
                                      Notes;

                                  (c) the $86,000,000 principal
                                      amount of the New Senior
                                      Subordinated Notes;

                                  (d) the 8,007,160 shares of the
                                      New GenTek Common Stock; and

                                  (e) a number of New GenTek
                                      Common Stock and New GenTek
                                      Warrants shares equal to the
                                      Dissenting Bondholder
                                      Holdback.

                                  "Dissenting Bondholder Holdback"
                                  are the New GenTek Common Stock
                                  and New GenTek Warrants that a
                                  GenTek Bondholder would have
                                  received had that Bondholder not
                                  taken actions resulting in such
                                  GenTek Bondholder's designation
                                  as a Dissenting Bondholder.

                                  Holders will also receive 60%
                                  pro rata share of the amount
                                  recovered by a Preference Claim
                                  Litigation Trust.

   5     Tranche B Lender         Claims will be acquired by
         Secured Claims           GenTek in exchange for:

         Claims under a           (a) $33,300,000 in New Senior
         $150,000,000 eight-          Notes,
         year Tranche B term
         loan facility to Noma    (b) $13,300,000 in New Senior
                                      Subordinated Notes, and

                                  (c) 1,228,968 New GenTek Common
                                      Stock shares.

                                  Claims will then be held by the
                                  Reorganized GenTek as unsecured
                                  intercompany claims against the
                                  Reorganized Noma and will be
                                  subordinated to all its other
                                  indebtedness and liabilities.

                                  All Liens held as security will
                                  terminate as of the Effective
                                  Date immediately after the
                                  acquisition by GenTek.

                                  Tranche B Lender Deficiency
                                  Claim will be allowed for
                                  $75,800,000 and will be treated
                                  as an Existing Lender Secured
                                  Claim or an Existing Lender
                                  Deficiency Claim.

   6     Other Secured Claims     At the Debtors' option:

                                  (a) the rights of each holder
                                      will be reinstated;

                                  (b) each holder will:

                                      -- retain the Liens securing
                                         the Claim, and

                                      -- receive deferred Cash
                                         payments totaling at
                                         least the Claim amount;

                                  (c) the collateral securing the
                                      Claim will be surrendered to
                                      the holder; or

                                  (d) the holder will be paid in
                                      full.

                                  Impaired, entitled to vote

                                  100% estimated recovery

   7     General Unsecured        Holders may either elect the:
         Claims
                                  (a) Equity Option, or
                                  (b) the Cash Option.

                                  Otherwise, the holder is deemed
                                  to elect the Equity Option.

                                  Holders electing the Equity
                                  Option will receive their Pro
                                  Rata share of:

                                  -- 215,926 shares of New GenTek
                                     Common Stock, and

                                  -- New GenTek Warrants:

                                     1. New Tranche A Warrants
                                        providing the right to
                                        purchase 498,836 shares of
                                        New GenTek Common Stock;

                                     2. New Tranche B Warrants
                                        providing the right to
                                        purchase 369,508 shares of
                                        New GenTek Common Stock,
                                        and

                                     3. New Tranche C Warrants
                                        providing the right to
                                        purchase 215,058 shares of
                                        New GenTek Common Stock.

                                  Holders electing the Cash Option
                                  will receive cash payments
                                  representing the lesser of:

                                  -- 6% of the Allowed Claim
                                     Amount, and

                                  -- its pro rata share of
                                     $5,000,000 in cash, with the
                                     payment amount depending on
                                     other Claim amounts
                                     participating in the Cash
                                     Option.

                                  Holders, regardless of the
                                  Option they elect, will be
                                  entitled to receive their 25%
                                  pro rata share of the amount
                                  recovered by the Preference
                                  Claim Litigation Trust.

   8     Trade Vendor Claims      Each holder can elect:

                                  (a) Equity Option,
                                  (b) Cash Option, or
                                  (c) Reduction Option.

                                  Otherwise, the holder is deemed
                                  to elect the Equity Option.

                                  Holders electing the Equity
                                  Option will receive their Pro
                                  Rata share of:

                                  -- 215,926 shares of New GenTek
                                     Common Stock, and

                                  -- New GenTek Warrants:

                                     1. New Tranche A Warrants
                                        providing the right to
                                        purchase 498,836 shares of
                                        New GenTek Common Stock;

                                     2. New Tranche B Warrants
                                        providing the right to
                                        purchase 369,508 shares of
                                        New GenTek Common Stock,
                                        and

                                     3. New Tranche C Warrants
                                        providing the right to
                                        purchase 215,058 shares of
                                        New GenTek Common Stock.

                                  Holders electing the Cash Option
                                  will receive cash payments
                                  representing the lesser of:

                                  -- 6% of the Allowed Claim
                                     Amount, and

                                  -- its pro rata share of
                                     $5,000,000 in cash, with the
                                     payment amount depending on
                                     other Claim amounts
                                     participating in the Cash
                                     Option.

                                  Holders of Claims equal to or
                                  less than $10,000 who elects
                                  the Reduction Option will
                                  receive $250 in cash.

                                  Holders electing the Equity
                                  or Cash Option will be entitled
                                  to receive their 25% pro rata
                                  share of the amount recovered by
                                  the Preference Claim Litigation
                                  Trust.

   9     Bondholder Unsecured     Claims will be allowed in their
         Claims                   entirety

         Claim arising from or    Holders will get their pro rata
         relating to the          share of:
         GenTek 11% Notes
                                  (a) 547,946 shares of New GenTek
                                      Common Stock, and

                                  (b) New GenTek Warrants:

                                      -- New Tranche A Warrants
                                         providing right to
                                         purchase 1,265,870 shares
                                         of New GenTek Common
                                         Stock,

                                      -- New Tranche B Warrants
                                         providing right to
                                         purchase 937,682 shares
                                         of New GenTek Common
                                         Stock, and

                                      -- New Tranche C Warrants
                                         providing right to
                                         purchase 545,740 shares
                                         of New GenTek Common
                                         Stock.

                                      Holders will also receive
                                      their 15% pro rata share of
                                      the amount recovered by the
                                      Preference Claim Litigation
                                      Trust.

  10     California Tort Claims   Each Claim will be deemed as a
                                  Disputed Claim.

         Claims relating to the   The automatic stay will be
         chemical release         lifted to enable the claimants
         occurring at or from     to prosecute the Tort Claims.
         the Debtors' Richmond,
         California facility
                                  No holder will receive any
                                  distribution on account of its
                                  Claim.

  11     Pennsylvania Tort        Each Claim will be deemed as a
         Claims                   Disputed Claim.

         Claims relating to any   The Claims will be allowed for
         chemical releases at     an aggregate $2,000,000.  The
         the Debtors' Marcus      Court will designate a
         Hook, Pennsylvania       representative to make
         and North Claymont,      distributions to the claimants.
         Delaware facilities
                                  The Pennsylvania Tort Claim
                                  Representative will get its pro
                                  rata share of:

                                  -- 215,926 shares of New GenTek
                                     Common Stock, and

                                  -- New GenTek Warrants:

                                     1. New Tranche A Warrants
                                        providing the right to
                                        purchase 498,836 shares of
                                        New GenTek Common Stock;

                                     2. New Tranche B Warrants
                                        providing the right to
                                        purchase 369,508 shares of
                                        New GenTek Common Stock;
                                        and

                                     3. New Tranche C Warrants
                                        providing the right to
                                        purchase 215,058 shares of
                                        New GenTek Common Stock.

                                  The Representative will receive
                                  $1,300,000 cash payment from the
                                  Debtors' insurer.

                                  The Claimants will also receive
                                  25% pro rata share of the
                                  Preference Claim Litigation
                                  Trust's recoveries.

  12     Intercompany Claims      Holders will not receive any
                                  distribution, all Claims will
                                  be discharged on Effective Date.

  13     Subordinated Claims      Holders will not receive any
                                  distribution, all Claims will
                                  be discharged on Effective Date.

  14     Non-Compensatory         Holders will not receive any
         Damages Claims           distribution, all Claims will
                                  be discharged on Effective Date.

  15     Subsidiary Interests     General Chemical will retain
                                  equity interests in Noma,
                                  subject to the restrictions
                                  under the Exit Facility, the New
                                  Senior Note Indenture and the
                                  New Subordinated Note Indenture.

                                  Equity interests in all other
                                  Subsidiary Debtors will be
                                  cancelled.

  16     GenTek Interests         All Interests including the Old
                                  GenTek Stock Options and Common
                                  Stock or any warrants will be
                                  cancelled on the Effective Date.

                                  Holders will not receive any
                                  distribution on account of the
                                  Interests.
(GenTek Bankruptcy News, Issue No. 16; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


GILMAN + CIOCIA: Recurring Losses Raise Going Concern Uncertainty
----------------------------------------------------------------
Gilman + Ciocia, Inc. and subsidiaries, which is incorporated in
Delaware, provides income tax preparation and financial planning
services to individuals and businesses. The Company has six active
wholly owned subsidiaries, Prime Capital Services, Inc. and North
Ridge Securities, Inc., which are registered broker-dealers
pursuant to the provisions of the Securities Exchange Act of 1934;
Prime Financial Services, Inc. and North Shore Capital Management,
Inc., which manage PCS and North Ridge, respectively, as well as
sell life insurance and fixed annuities; Asset and Financial
Planning, Ltd., an asset management business; and e1040.com, Inc.,
an internet tax preparation business.

As of June 30, 2002, the Company expanded it role in the fixed
income marketplace. The Company may, from time to time, hold
inventory positions in bonds.

The Company provides federal, state and local tax preparation and
financial planning services to individuals predominantly in the
middle and upper income brackets. As of December 31, 2002 the
Company had 54 offices operating in 17 states. To complement its
tax preparation services, the Company also provides financial
planning services to its tax preparation clients and others. These
financial planning services include securities brokerage services,
insurance and mortgage agency services.

The Company's March 31, 2003 consolidated financial statements
were prepared assuming the Company will continue as a going
concern. The Company has suffered losses from operations that
raised substantial doubt about its ability to continue as a going
concern. The Company's ability to continue as a going concern and
its future success is dependent upon its ability to reduce costs,
generate revenues and, if required, obtain financing in the near
term to: (1) satisfy its current obligations and commitments, and
(2) continue its growth.

The Company's revenues for the three months ended March 31, 2003
were $15,734,002 compared to $19,558,265 for the three months
ended March 31, 2002, a decrease of $3,824,263, or 20%. Of the
total decrease, $3,276,986 was attributable to a reduction in the
Company's financial planning business, $517,804 was attributable
to a reduction in the Company's tax preparation fees and $29,473
was attributable to a reduction in e1040.com revenue.

The general economic weakness as well as the slowdown in the
financial services sector, in which the Company operates, is a
major contributor to the decline in revenues.

The Company's total revenues for the three months ended March 31,
2003 consisted of $12,005,985 for financial planning services and
$3,728,017 for tax preparation fees. Financial planning services
represented 76.3% and tax preparation fees represented 23.7% of
the Company's total revenues during the three months ended March
31, 2003. The Company's total revenues for the three months ended
March 31, 2002 consisted of $15,282,971 for financial planning
services, $4,245,821 for tax preparation fees and $29,473 for
e1040.com. Financial planning services represented 78.1%, tax
preparation fees represented 21.7% and e1040.com represented 0.2%
of the Company's total revenues during the three months ended
March 31, 2002.

The Company's revenues for the nine months ended March 31, 2003
were $45,877,814 compared to $51,600,243 for the nine months ended
March 31, 2002, a decrease of $5,722,429, or 11.1%. Of the total
decrease, $4,564,336 was attributable to a reduction in the
Company's financial planning business, $599,241 was attributable
to a reduction in the Company's tax preparation fees, $53,445 was
attributable to a reduction in e1040.com revenue and $505,407 was
attributable to a reduction in Direct mail services.

The Company's total revenues for the nine months ended March 31,
2003 consisted of $41,172,700 for financial planning services and
$4,705,114 for tax preparation fees. Financial planning services
represented 89.7% and tax preparation fees represented 10.3% of
the Company's total revenues during the nine months ended March
31, 2003. The Company's total revenues for the nine months ended
March 31, 2002 consisted of $45,737,036 for financial planning
services, $5,304,355 for tax preparation fees and $53,445 for
e1040.com and $505,407 for Direct mail services.  Financial
planning services represented 88.6%, tax preparation fees
represented 10.3% and e1040.com represented 0.1% and Direct mail
services represented 1.0% of the Company's total revenues during
the nine months ended March 31, 2002.

The Company's loss after income tax provision from continuing
operations for the nine months ended March 31, 2003 was $5,811,843
compared to $7,129,899 for the nine months ended March 31, 2002.
This decreased loss of $1,318,056, or 18.5%, was attributable to
the decrease of income tax benefit of $3,538,635 offset by the
changes in revenues and expenses. The decrease in income tax
benefit is attributable to a full valuation allowance on the
Company's current and deferred tax assets at March 31, 2003
compared to a valuation allowance of zero on the Company's current
and deferred tax assets at March 31, 2002.

As of March 31, 2003 and June 30, 2002 the Company had $1.4 and
$2.2 million in cash and cash equivalents and $1.4 and $1.8
million in marketable securities, respectively. PCS and North
Ridge are subject to the SEC's Uniform Net Capital Rule 15c 3-1
(PCS) and 15c 3-3 (North Ridge), which require the maintenance of
minimum regulatory net capital and that the ratio of aggregate
indebtedness to net capital, both as defined, shall not exceed the
greater of 15 to 1 or $100,000 and $25,000, respectively.

For PCS, the minimum required regulatory net capital was $165,786
and had excess net capital of $392,706.

For North Ridge, the minimum required regulatory net capital was
$30,049 and had excess net capital of $43,074.


IMP INC: BDO Seidman Steps Down as Independent Public Accountant
----------------------------------------------------------------
On June 26, 2003, IMP, Inc., a Delaware corporation was notified
by its independent certified public accountants, BDO Seidman, LLP
that effective June 26, 2003, BDO Seidman, LLP has resigned as the
Company's independent certified public accountants.

The report of BDO Seidman, LLP, dated July 12, 2002, on the
Company's financial statements for the fiscal year ended March 31,
2002, contained an explanatory paragraph that stated that "the
Company continues to experience severe liquidity problems and
absorb cash in its operating activities and, as of March 31, 2002,
the Company has a working  capital  deficiency, is in default
under the terms of certain financing agreements, is delinquent in
the payment of its federal employment taxes, and has limited
financial resources available to meet its immediate cash
requirements.  These matters raise substantial doubt about the
Company's ability to continue as a going concern."  

BDO Seidman, LLP advised the Company and its Audit Committee by
letter dated July 12, 2002, of certain matters that it  considered
to be material weaknesses in the Company's internal control and
its operation, including inadequate cut-off  procedures over sales
and shipping; inadequate control procedures over the receipt and
application of payments received from customers; lack of timely
analysis and reconciliation of sub-ledger accounts to the general
ledger; and lack of readily available documentation to support all
Company transactions. The Company has authorized BDO Seidman, LLP
to discuss the subject matter of each material weakness identified
with any successor auditor subsequently engaged as the  principal
accountant to audit the Company's financial statements.

About 80% of IMP Inc.'s sales come from its silicon wafer foundry
services, through which it makes integrated circuits (ICs) for
customers such as International Rectifier (30% of sales) and
National Semiconductor (15%). IMP also makes its own analog and
mixed-signal microchips. The company makes data communications ICs
(including small computer system interface -- SCSI -- terminators)
and power management ICs (including voltage regulators and lamp
drivers) for communications, computer, and systems control
applications. More than four-fifths of sales are to US customers.
India-based Teamasia Semiconductor owns more than 60% of IMP.


KAISER ALUMINUM: Selling Aluminum 5-Stand Cold Mill for $7 Mill.
----------------------------------------------------------------
As part of their restructuring strategy, Kaiser Aluminum
Corporation and its debtor-affiliates sought and obtained the
Court's authority to sell surplus equipment consisting of an
aluminum five-stand cold mill for $7,000,000 free and clear of
liens, claims and encumbrances.  The cold mill is among the
surplus assets at the Debtors' Trentwood facility in Spokane,
Washington.  The mill was built in 1965 and updated in 1984.

In late 2002 and early 2003, the Debtors and their financial
advisors, Lazard Freres & Co. LLC, actively marketed the cold mill
to numerous aluminum processing companies and equipment dealers.  
An international equipment dealer submitted the highest and most
favorable bid for the cold mill.

The Debtors negotiated with the Buyer for six months to reach and
acceptable agreement for the sale of the mill.  The Debtors
understand that the Buyer intends to sell and reinstall the cold
mill abroad.  The Debtors have agreed not to disclose the Buyer's
identity.

Pursuant to an asset sale agreement, the Debtors will sell the
mill and grant the Buyer a non-exclusive right and license to all
proprietary information, trade secrets and know-how they used to
operate and maintain the mill for aluminum can production.  The
purchase price for the Cold Mill will be paid in this manner:

    (a) $210,000 as an initial deposit, paid on execution of the
        Sale Agreement;

    (b) $790,000 as a second deposit, to be paid without further
        delay; and

    (c) $6,000,000 to be paid on closing of the transaction.

Under the terms of the Sale Agreement, the Debtors are not
permitted to solicit other bids for the cold mill.  The parties
also agree to indemnify each other.  If the closing of the sale
does not occur by September 15, 2003, and is not extended by
mutual agreement of the parties, either party may terminate the
Agreement.

If the Buyer terminates the Sale Agreement, the Debtors will
retain the deposits as damages for the Buyer's failure to
purchase the cold mill pursuant to the terms of the Sale
Agreement.  The Buyer is assuming no liabilities under the Sale
Agreement, other than the payment of any applicable sales, excise
or other taxes payable on account of the transaction.

The Buyer will remove the mill from the Trentwood Facility at its
sole cost and expense.  After the removal, the Buyer will perform
certain restoration work at the Trentwood Facility.  For 12
months after closing the sale, the Buyer is prohibited from
soliciting for employment any of the Debtors' then current
production, management and technical service employees for the
cold mill.

The cold mill is a light gauge mill best suited for the aluminum
can stock market, which currently has significant excess capacity
in North America.  Accordingly, the cold mill is generally not
attractive to domestic purchasers.  In view of the results of
their marketing efforts, the Debtors believe that there are no
potential buyers -- other than the Buyer -- with the unique
qualifications and experience that are likely necessary to
facilitate a purchase of the cold mill in excess of the Buyer's
purchase price. (Kaiser Bankruptcy News, Issue No. 29; Bankruptcy
Creditors' Service, Inc., 609/392-0900)  


KEYSTONE CONSOLIDATED: Shareholders Meeting Set for September 16
----------------------------------------------------------------
The Annual Meeting of Stockholders of Keystone Consolidated
Industries, Inc., a Delaware corporation, will be held on Tuesday,
September 16, 2003, at 2:00 p.m., local time, at the offices of
Keystone at 5430 LBJ Freeway, Suite 1740,  Dallas, Texas, for the
following purposes:

         (1) To elect three directors each to serve until
             Keystone's 2006 annual meeting of stockholders and
             until their successors are duly elected and
             qualified;

         (2) To approve a proposal to amend Keystone's Restated
             Certificate of Incorporation to eliminate
             classification of Keystone's board of directors;

         (3) To approve a proposal to amend Keystone's Restated
             Certificate of Incorporation to increase the total
             number of authorized shares of Keystone common stock,
             par value $1.00 per share, from 12,000,000 shares to
             27,000,000 shares; and

         (4) To transact such other business as may properly come
             before the meeting or any adjournment or postponement
             thereof.

The Board of Directors has fixed the close of business on July 28,
2003, as the record date for determining the stockholders entitled
to notice of and to vote at the Annual Meeting.

                          *    *    *

                     Negative Working Capital

At March 31, 2003 Keystone had negative working capital of $77.1
million, including $2.6 million of notes payable and current
maturities of long-term debt, $30.3 million of long-term debt
classified as current as a result of the Company's failure to
comply with certain financial covenants in the Keystone Revolver
as well as outstanding borrowings under the Company's revolving
credit facilities of $43.6 million.  The amount of available
borrowings under these revolving credit facilities is based on
formula-determined amounts of trade receivables and inventories,
less the amount of outstanding letters of credit.

At March 31, 2003, unused credit available for borrowing under
Keystone's $45 million revolving credit facility, which expires in
March 2005, EWP's $7 million revolving credit facility, which
expires in June 2004 and Garden Zone's $4 million revolving credit
facility, which expired in May 2003, were $6.5 million, $1.7
million, and  $324,000, respectively.  The Keystone Revolver
requires daily cash receipts be used to reduce outstanding
borrowings, which results in the Company maintaining zero cash
balances when there are balances outstanding under this credit
facility.  Keystone currently intends to renew or replace the
Garden Zone Revolver upon its maturity in May 2003. A wholly-owned
subsidiary of Contran has agreed to loan Keystone up to an
aggregate of $6 million under the terms of a revolving credit
facility that matures on June 30, 2003.  Through May 15, 2003, the
Company had not borrowed any amounts under such facility.

At March 31, 2003, the Company's financial statements reflected
accrued liabilities of $15.0 million for estimated remediation
costs for those environmental matters which Keystone believes are
reasonably estimable. Although the Company has established an
accrual for estimated future required environmental remediation
costs, there is no assurance regarding the ultimate cost of
remedial measures that might eventually be required by
environmental authorities or that additional environmental
hazards, requiring further remedial expenditures, might not be
asserted by such authorities or private parties.

Accordingly, the costs of remedial measures may exceed the amounts
accrued. Keystone believes it is not possible to estimate the
range of costs for certain sites. The upper end of range of
reasonably possible costs to Keystone for sites for which the
Company believes it is possible to estimate costs is approximately
$20.6 million.

                      Financial Covenant Breach

At March 31, 2003, Keystone was not in compliance with certain
financial covenants included in the Keystone Revolver.  Under the
terms of the Keystone Revolver, failure to comply with these
covenants is considered an event of default and gives the lender
the right to accelerate the maturity of both the Keystone Revolver
and the Keystone Term Loan.  The Company is currently negotiating
with the Keystone Revolver and Keystone Term Loan lender to obtain
waivers of such financial covenants or otherwise amend the
respective loan agreements to cure the defaults.  There can be no
assurance Keystone will be successful in obtaining such waivers or
amendments, and if Keystone is unsuccessful, there is no assurance
the Company would have the liquidity or other financial resources
sufficient to repay the Keystone Revolver and the Keystone Term
Loan if such indebtedness is accelerated.

The indenture governing Keystone's 8% Notes provides the holders
of such Notes with the right to accelerate the maturity of the
Notes in the event of a default by Keystone with respect to any of
the Company's other secured debt. However, the Notes cannot be
accelerated through December 31, 2003 because Keystone has
obtained a consent from holders of more than 67% of the principal
amount of the 8% Notes to forebear remedies available to them
solely as a result of the Company's failure to comply with the
financial covenants in the Keystone Revolver through such date.
There can be no assurance Keystone will be in compliance with such
financial covenants subsequent to December 31, 2003.

If Keystone is not in compliance with such financial covenants
subsequent to December 31, 2003, there is no assurance Keystone
would be successful in obtaining an extended agreement to forebear
from a sufficient amount of holders of the 8% Notes, and if
Keystone is unsuccessful, there is no assurance Keystone would
have the liquidity or other financial resources sufficient to
repay the 8% Notes if they were accelerated.

Management currently believes cash flows from operations together
with funds available under the Company's credit facilities will be
sufficient to fund the anticipated needs of the Company's
operations and capital improvements for the year ending December
31, 2003.  This belief is based upon management's assessment of
various financial and operational factors, including, but not
limited to, assumptions relating to product shipments, product mix
and selling prices, production schedules, productivity rates, raw
materials, electricity, labor, employee benefits and other fixed
and variable costs, interest rates, repayments of long-term debt,
capital expenditures, and available borrowings under the Company's
credit facilities.  However, there are many factors that could
cause actual future results to differ materially from management's
current assessment, and actual results could differ materially
from those forecasted or expected and materially adversely affect
the future liquidity, financial condition and results of
operations of the Company. Additionally, significant declines in
the Company's end-user markets or market share, the inability to
maintain satisfactory billet and wire rod production levels, or
other unanticipated costs, if significant, could result in a need
for funds greater than the Company currently has available.  There
can be no assurance the Company would be able to obtain an
adequate amount of additional financing.


LADY BALTIMORE: Taps Keen Consultants LLC to Liquidate Inventory
----------------------------------------------------------------
Lady Baltimore Foods, Inc., the Kansas City based food and
restaurant wholesale supplier, has retained Keen Consultants, LLC
to act as its special bankruptcy consultant to liquidate it's
warehouse full of inventory.

The 400,000 sq. ft. warehouse located in Kansas City, KS is filled
to the rafters with goods, including frozen foods, equipment,
supplies, cooler foods, chemical products and dry items. Keen
Strategic Advisors, LLC is a consulting firm specializing in
restructuring companies and selling excess assets. Lady Baltimore
filed for Chapter 11 bankruptcy court protection on December 31,
2002.

"This represents an excellent opportunity for other wholesale
distributors, food service operators like restaurants and hotels,
off-price retailers, and liquidators," said Mike Matlat, Keen
Realty's Vice President. "The inventory is on pallets and ready
for pick up. We are encouraging prospective purchasers to make
arrangements to inspect the goods and put in their bids
immediately." Complete lists of inventory in certain lots are
available upon request. A competitive bid process will be held on
July 31, 2003 with a July 29, 2003 bid deadline. Interested
parties need to move quickly.

For over 20 years, Keen Consultants, LLC has had extensive
experience solving complex problems and evaluating and selling
real estate, leases and businesses in bankruptcies, workouts and
restructurings. Keen Consultants, a leader in identifying
strategic investors and partners for businesses, has advised
hundreds of clients nationwide, evaluated and disposed of over 200
million square feet of properties, and repositioned nearly 12,000
stores across the country. Other current and recent clients of
Keen include Arthur Andersen, Big V Holdings, Cooker Restaurants,
Country Home Bakers, Cumberland Farms, Eddie Bauer, Fleming,
Spiegel, and Warnaco.


LTV CORP: Court Further Extends Plan Exclusivity Until Sept. 30
---------------------------------------------------------------
For the seventh time, LTV Steel Company Inc., and its debtor-
affiliates ask Judge Bodoh to extend their exclusive periods to
file a chapter 11 plan.  The Debtors ask that their exclusive
period to propose and file a plan be extended to September 30,
2003 and that they retain the exclusive right to solicit
acceptances of that plan until November 30, 2003.

David G. Heiman, Esq., at Jones Day Reavis & Pogue, in Cleveland,
Ohio, and Jeffrey B. Ellman, Esq., in Columbus, Ohio, relate that
the process for resolving the remaining Debtors' chapter 11 cases
will take one of two paths.

First, Debtor Copperweld Corporation and its affiliates, which are
the only remaining operating Debtors, will continue to refine
their long-term business plan and develop and negotiate with their
creditors a plan of reorganization for their chapter 11 cases.  
This process is "well underway" the Debtors say.

Second, Debtor LTV corporation and its management and
professionals have begun to work on a liquidating plan of
reorganization for the remaining Debtors, which include, among
others, Debtor VP Buildings, Inc.  The timing of this process will
be affected by the timing of the resolution of the intercompany
claims issues.

A critical element of the Debtors' cases and each of these
reorganization processes is stability.  Maintaining the status quo
will preserve the extant knowledge base of the Debtors' current
management, which, in turn, will promote the most efficient,
economic and timely resolution of these cases.  Although much has
been accomplished to facilitate the reorganization process in the
past few months, much remains to be done.  The Debtors assure
Judge Bodoh that they have worked, and will continue to work,
closely with their primary creditor constituencies on all of the
critical issues involved in resolving these cases.  Today, no
other constituency is in as good a position as the Debtors to
complete the resolution process.

The Debtors made significant strides in preserving the value of
their respective estates and maximizing the recovery available to
their respective creditor constituencies.  Debtor Copperweld has
completed and is circulating a detailed, five-year business plan,
including a balance sheet, cash-flow statement, and income
statement, with a detailed discussion of assumptions underlying
the projections.  This business plan has been presented to the
Copperweld Debtors' postpetition lenders and both Committees.  As
a result of discussions, the Copperweld Debtors are making further
refinements to the business plan, which is to be completed soon.  
The revised plan will be shared with the same creditor
constituencies and serve as the basis for the Copperweld Debtors'
plan of reorganization.

The non-Copperweld Debtors have engaged in planning for the
resolution of their estates under a liquidating plan of
reorganization.  In particular, these Debtors have begun to
investigate certain corporate issues related to their windup, have
begun a draft of a disclosure statement to accompany any
liquidating plan of plans, and have held numerous meetings, both
internally and with their creditor constituencies, to further the
process of resolving the estates' intercompany claims.  This
resolution must precede the finalization of the liquidating plan
or plans.  This process is expected to continue on an accelerated
basis over the next few months.

Concurrently with these activities, the Debtors and LTV Steel are
addressing the numerous day-to-day administrative matters in these
chapter 11 cases, which, considering the thousands of pleadings
filed in these chapter 11 cases to date, is a substantial task in
and of itself.  In addition, the Debtors and LTV Steel have worked
diligently to take the steps that they determined in their
business judgment were necessary to preserve the value of their
assets.

Accordingly, at this stage in the Debtors' chapter 11 cases, any
plan that may be proposed by the Debtors - or any other party -
would be premature.  Any clarity will only be possible after the
intercompany claims have been fully reconciled and the Copperweld
Debtors have finalized their long-term business plan.  The
Exclusive Periods, thus, should be extended to provide the Debtors
with the opportunity to accomplish these objectives and complete
the plan formulation process.

                      Extension Granted

In the absence of any objection by any of the Debtors' creditor
constituencies, Judge Bodoh grants these extensions.  The Debtors
maintain their exclusive right under Sec. 1121 of the Bankruptcy
Code to propose and file a plan through September 30, 2003. (LTV
Bankruptcy News, Issue No. 50; Bankruptcy Creditors' Service,
Inc., 609/392-00900)


M.A. GEDNEY: Files Chapter 11 Reorganization Plan in Minnesota
--------------------------------------------------------------
M.A. Gedney Company filed its plan to emerge from Chapter 11
status with a recapitalized, strengthened balance sheet, a strong
management team and the resources the company needs for both on-
going operations and to act on opportunities for growth and
expansion. The plan also provides for the repayment of nearly all
secured and unsecured creditors through a combination of
rescheduled payments and the conversion of debt to equity in the
reorganized company.

The plan was developed by Manchester Companies, Inc., a
Minneapolis based investment banking and management advisory firm
that was retained by Gedney last February to fill key management
positions on an interim basis and restructure the company's
operations and capital structure as a precursor to emerging from
Chapter 11. Manchester's engagement is for up to one year during
which the company will continue to provide Gedney with managerial
expertise, strategic direction and financial analysis as required.

"Gedney is a great franchise with tremendous prospects," said
Charles Weil, a vice president with Manchester and Gedney's acting
chief executive officer. "In order to realize those prospects, the
company needed the opportunity to reorganize, to strengthen its
management team and to focus its efforts on its core competencies.
We believe this plan represents the best opportunity for the
company to be successful going forward and for its creditors to
receive the maximum possible payments on their debts."

Among the highlights of the plan:

No job loss...The reorganization plan maintains the current
employment levels throughout Gedney's operations, including over
100 jobs in Minnesota.

Headquarters remain in Minnesota...The company's headquarters will
remain in Chaska where the company also will continue to operate
substantial manufacturing and warehousing facilities.

"It was important to us to develop a plan that kept our workforce
intact and our roots in Minnesota," said Jeff Tuttle, a member of
the Gedney family who chairs the company's board of directors and
oversees marketing and sales activities for the company. "We've
been a Minnesota corporate citizen for 122 years and feel strongly
about our responsibilities to our neighbors and communities. We
are grateful for the opportunity to continue providing the
products our customers love."

Substantial repayment of outstanding debts...Under the provisions
of the proposed plan, all secured creditors will receive full
repayment of some $15.55 million in outstanding debts while
approximately 60 percent of unsecured supplier debt, totaling
$6.76 million, will be repaid. In addition, the holders of
approximately $9.77 million in unsecured debt have agreed to
convert their debts to equity in the reorganized Gedney. The
parties converting debt to equity are composed of members of the
Gedney family, two key suppliers, and Bayview Capital Partners LP,
a private equity investment firm.

Strengthened balance sheet...As part of the reorganization plan,
Bayview and its affiliates in continued partnership with the
Gedney family will invest an additional $1.6 million to provide
working capital to the reorganized company. U.S. Bank, the
company's primary lender, has agreed to provide Gedney with a
$7,000,000 revolving line of credit sufficient to support the
company's operating activities and to convert various remaining
liabilities into long-term notes.

Strengthened management team...As part of its engagement,
Manchester Companies personnel assumed key interim management
positions, including Weil as acting CEO and Jim Bonneville as
acting chief financial officer. Also, upon confirmation of the
plan filed today, Manchester Chairman and CEO Mark Sheffert will
serve on an interim basis as chairman of the Gedney board of
directors.

Competitive position in the marketplace...Gedney will continue to
produce its signature line of quality products popular throughout
the Midwest as well as its Cain's brand that is distributed
throughout New England. The company also will continue its "co-
pack" relationships with other food manufacturers and retailers.
The company believes the new structure allows it to remain a
strong regional competitor in the markets it serves and to take
advantage of additional national marketing opportunities as they
present themselves.

Continued involvement by the Gedney family...The plan provides for
the Gedney family to remain involved in the governance and
management of the company through representation on the
reorganized board of directors, retention in key management
positions and through its proposed minority investment in the
restructured company. The plan filed today also gives the family
the opportunity to reacquire a majority interest in the company
under certain conditions.

The plan was filed in the United States Bankruptcy Court for the
District of Minnesota, and was developed in consultation with the
company, its lenders, creditors, potential investors and
representatives of the Gedney family group. Before becoming
effective, the plan requires the acceptance by creditors that hold
at least half of the claims, and comprising at least two-thirds of
the dollar amount of all claims, in each class. In the event that
one or more classes do not accept the plan, the Court must
determine that the plan's treatment of the non-accepting creditors
is fair and equitable.

The M.A. Gedney Company was founded in Minnesota in 1881 by
Mathias Anderson Gedney who originally sold his products directly
to consumers from the back of specially built horse-drawn wagons.

More than 122 years later, Gedney is still Minnesota's pickle
company producing a broad line of food products under the Gedney
name, Max's deli pickles, as well as its popular "State Fair"
brand of pickles and jams. In 2000, the company acquired New
England-based Cain's, a popular regional pickle and condiment
maker. In addition to its own branded products, the company also
provides products to other food marketers under a variety of
brands including Del Monte, Kroger's Private Selection, and
Target's Archer Farms.

Since 1958, the company has maintained its corporate headquarters
as well as significant manufacturing and warehousing operations in
Chaska, MN. The Gedney family remains actively involved in the
day-to-day management and governance of the company.

For more information, see the company's Web site at
http://www.gedneypickle.com  

Manchester Companies, Inc., founded in 1989, is a private
investment banking and management advisory firm. The firm has
established itself as a nationally recognized leader in corporate
renewals and performance improvement services to a wide range of
companies in transition. More information on Manchester Companies
is available on the Web at http://www.manchestercompanies.com  


MASSEY ENERGY: Settles Contract Dispute with Appalachian Power
--------------------------------------------------------------
Massey Energy Company (NYSE: MEE) has reached settlement terms
with Appalachian Power Company, a subsidiary of American Electric
Power, in its previously disclosed contract dispute.  "We are very
pleased to negotiate this settlement with AEP," said Don L.
Blankenship, Massey Chairman and CEO.  "They are a leading utility
and one of our largest customers, with whom we expect to do
business for many years."

Appalachian Power Company filed suit in April of 2002 against
Massey alleging that the Company improperly claimed force majeure
with respect to a tonnage shortfall under contracts with
Appalachian Power in 2000 and 2001.

Massey contended that various events of force majeure had resulted
in the Company's inability to fully perform its obligations under
its contracts.  The terms of the settlement were not disclosed,
but Massey reported that it would not have a material impact on
its financial results.

The Company further announced that it had entered into a
significant new multi-year coal supply agreement with AEP.  "This
is an important new contract with terms that we believe are highly
advantageous to both companies and will continue to strengthen our
relationship," said Blankenship.

Massey Energy Company, headquartered in Richmond, Virginia, is the
fourth largest coal company in the United States based on produced
coal revenue.

As previously reported in Troubled Company Reporter, Standard &
Poor's Ratings Services revised its outlook on coal producer
Massey Energy Co., to negative from developing based on
refinancing concerns.

Standard & Poor's also assigned its 'B+' rating to Massey's
proposed $100 million convertible senior notes due 2023.

Standard & Poor's also affirmed its 'BB' corporate credit rating
on the Richmond, Va.-based company. Total outstanding debt at
March 31, 2003, was $589 million.


MASSEY ENERGY: S&P Assigns BB Rating to $355M Credit Facility
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Massey
Energy Company to stable from negative. At the same time, Standard
& Poor's assigned its BB+ rating to Massey's $355 million secured
credit facility. In addition, Standard & Poor's affirmed its
existing ratings on the company.

"The outlook revision reflects the enhancement to Massey's
liquidity with the establishment of its new bank credit facility,
which has alleviated near term maturity concerns," said credit
analyst Dominick D'Ascoli.

The new $355 million bank credit facility is rated 'BB+', one
notch above the corporate credit rating. The new facility consists
of a $250 million term loan due 2008 and a $105 million revolver
due 2007 and is secured by various assets including certain
account receivables, inventory, and certain property, plant &
equipment. The term loan has a manageable amortization schedule of
0.6 million per quarter until maturity, and an early maturity
trigger based on whether Massey's existing 6.95% senior notes are
refinanced before Jan. 1, 2007.

The ratings reflect its substantial coal deposits and contracted
production, which are tempered by high costs that have increased
volatility in the company's financial performance. With most of
its 2.2 billion tons of reserves in central Appalachia, the
company benefits from the region's high-BTU, low-sulfur
metallurgical coal deposits. Relative to its peers, Massey's
reserves contain a higher percentage of metallurgical coal
deposits, which usually receives a higher premium than steam coal,
given metallurgical coal's favorable properties. However, Massey's
mix of met coal sales has declined over the years given the
difficulties experienced in the integrated steel industry and
lower demand for that coal. Standard & Poor's expects Massey will
continue to sacrifice metallurgical margin to penetrate the less
volatile utility market.

Standard & Poor's expects Massey's costs to remain at or near
current levels. The numerous operational difficulties Massey has
experienced underscores the intrinsic risks and unpredictable
nature of coal mining.


MERCER INT'L: Urges Shareholders to Reject Greenlight's Campaign
----------------------------------------------------------------
Mercer International Inc., (Nasdaq: MERCS, TSX: MRI.U, Nasdaq-
Europe: MERC GR) urged its shareholders not to be mislead by hedge
fund Greenlight Capital Inc.'s disingenuous campaign to have its
hand-picked agents take over control of part of the Company's
Board of Trustees at this critical time.

Jimmy S.H. Lee, the Chief Executive Officer of Mercer, commented:
"Using the guise of a purported governance concern, Greenlight
claims that two independent trustees need to be elected. Your
Board had already advised Greenlight that it would utilize an
independent search firm to search for two qualified independent
trustees to be added to the Board. This proposal was rejected by
Greenlight who wanted the sole right to veto any new trustees."

Mr. Lee added: "Greenlight's actions are not in the best interests
of shareholders. Greenlight does not want independent, qualified
trustees but, in fact, wants hand-picked agents who are extremely
well compensated by Greenlight to pursue its own agenda."

Mr. Lee concluded: "Greenlight's actions have resulted in our plan
to refinance two bridge loans incurred with the Stendal project,
which is currently the most important issue facing the Company, to
be put on hold without disclosing an alternative for such
refinancing or its strategy for the Company. We are disappointed
by the opportunistic actions by one shareholder at this critical
time in our Company's evolvement and urge shareholders to vote for
management's nominees, Per Gundersby and Michel Arnulphy, at the
upcoming shareholders' meeting on August 22, 2003."

The following letter is being mailed to its valued shareholders.

Dear Valued Shareholders:

DO NOT BE MISLEAD -- HEDGE FUND, GREENLIGHT CAPITAL INC., WANTS TO
APPOINT ITS HAND-PICKED AGENTS, NOT INDEPENDENT TRUSTEES.

Greenlight wishes to have its hand-picked agents take over control
of a part of your Board of Trustees at this critical time in the
Company's evolvement. Using the guise of a purported governance
concern, Greenlight claims that independent trustees are required.
Your Board of Trustees has already advised Greenlight that it
wished to expand the Board and utilize an independent search firm
to add two qualified, independent trustees. This proposal was
rejected by Greenlight who wished to have sole veto rights over
any new trustees. Greenlight's actions clearly demonstrate that
Greenlight is not interested in independent trustees being added
to the Board but only with its hand-picked agents taking over
control of part of the Board to pursue its own agenda.

GREENLIGHT ACTION PUTS CRITICAL REFINANCING ON HOLD WITH NO
DISCLOSED ALTERNATIVE.

The Company is going through the most critical point of its
evolvement. It is in the middle of a EUR1 billion construction
project to build a new pulp mill at Stendal and needs to refinance
two bridge loans which, with accrued interest and fees, total
approximately EUR54.4 million as at May 31, 2003 and mature
commencing October 2003. As a result of Greenlight's actions,
which appear to be deliberately designed to derail or delay the
Refinancing, the Board has been forced to put it on hold. In the
event the Company does not complete the Refinancing, it will be in
default under the bridge loans. This could well trigger default on
other debt obligations. Greenlight has not disclosed any plan or
its alternative regarding the Company's short-term requirements to
complete the Refinancing.

WHOSE INTEREST WILL GREENLIGHT'S AGENTS REPRESENT GIVEN THEIR RICH
COMPENSATION FROM GREENLIGHT?

Greenlight's hand-picked agents are being extremely well
compensated by Greenlight. Each of them will be paid over three-
to-five times what our other trustees are paid, receive directly
and through affiliates "in-the-money" stock options on an
aggregate of 375,000 Mercer shares and be indemnified by
Greenlight. In these circumstances, shareholders must ask - whose
interest will the Greenlight agents represent? - the person paying
them or all shareholders?

GREENLIGHT'S AGENTS LACK QUALIFICATION.

Greenlight's two hand-picked agents, Guy Adams and Saul Diamond,
by their own admission have no corporate experience, no experience
in the pulp and paper industry, no international or European
business experience and no board level experience in public
companies with the complexity of Mercer. According to Greenlight's
own proxy materials, Messrs. Adams and Diamond between the two of
them collectively have less than one year's aggregate experience
as directors of public companies.

One of Greenlight's agents, Guy Adams, was in June 2001 found by
the U.S. District Court for the District of Kansas to have
violated U.S. federal securities laws by making false and
misleading statements in his proxy materials to solicit votes for
election to the board of Lone Star Steakhouse and Saloon Inc. The
Court issued an injunction requiring Guy Adams to make corrective
disclosure. Shareholders should question - Is the apparent lack of
relevant experience and independence from Greenlight why
Greenlight refused the Board's proposal to use an independent
search firm to add two qualified, independent trustees?

OUR SHARE PRICE TRACKS UNDERLYING PULP PRICES.

Greenlight uses the usual rhetoric of almost all dissidents
seeking control of a board of directors - complaining about recent
share price performance. Such rhetoric is unjustified in that the
Company's primary product is pulp which is largely a commodity
product, subject to wide price fluctuations. It is well known and
accepted by investors, analysts and the investment community that
the shares of pulp producers trade relative to the underlying
commodity price. As a result, Mercer's share price performance
tracks the underlying commodity pulp price. When compared to its
peer group in the pulp industry, Mercer's share price has
performed well.

WHAT IS GREENLIGHT'S AGENDA?

In its proxy materials, Greenlight acknowledges Mercer's excellent
assets and apparently accepts Mercer's strategy and business plan.
These assets were assembled by the current management and Board of
Mercer who have focused on a long-term strategy and business plan
to enhance shareholder value. Since Greenlight apparently agrees
with the strategic positioning and direction of Mercer,
shareholders should question why Greenlight jeopardized the
Refinancing without an alternative plan, wishes to appoint two
handsomely paid, hand-picked agents without apparent relevant
experience as trustees and wishes to risk the future execution of
management's plans at such a critical time. What is Greenlight's
agenda?

FOCUS ON BUILDING SHAREHOLDER VALUE -- NOT ON RHETORIC, INNUENDO
AND MUD-SLINGING

Management and the Board have focused on a long-term strategy to
enhance shareholder value by creating a leading low-cost,
efficient producer of primarily pulp. The Company is in the middle
of a EUR1 billion construction project to complete the Stendal
pulp mill which will position it as one of the largest global
market pulp producers.

Coincident with its evolvement from a small entrepreneurial
enterprise to, when the Stendal project is completed, a leading
global market pulp producer, the Board has recently taken a number
of initiatives to enhance investor confidence, broaden its
investor base and enhance governance practices to reflect its
growth. These include, among other things, appointing a "big four"
accounting firm as its new auditor, voluntarily adopting a code of
business conduct and ethics, adopting a new audit committee
charter, obtaining a listing of its shares on The Toronto Stock
Exchange to increase liquidity and analyst and shareholder
exposure, engaging a leading North American investment bank to
lead a private placement of securities to effect the Refinancing
and seeking to expand the size of the Board by adding two
additional independent, qualified trustees.

Since Greenlight acknowledges Mercer's excellent assets and
apparently accepts its long-term strategy, it has had to resort to
rhetoric, innuendo and veiled aspersions on management to advance
its own agenda. Management and the Board disagrees with a number
of the statements and unjustified aspersions set forth in the
Greenlight materials, many of which have been previously
addressed. Without trying to reply to all of them, the Company
does note that:

     (i) the shareholders' meeting has been rescheduled to
August 22, 2003 so that current shareholders have sufficient
information and time to make a fully informed decision. Such a
delay is in the best interests of all current shareholders,
including Greenlight. Greenlight's proxy materials disclose that
it did not intend to commence mailing the same to shareholders
until July 7, 2003. This would have left little or no time for the
mailing of its proxy materials, receipt and forwarding by
securities intermediaries, the obtaining of shareholder
instructions and the return of proxies in time for a meeting
initially scheduled for July 15, 2003 in Germany. This is a
critical issue facing the shareholders and your Board believes all
shareholders should have a full and fair opportunity to consider
the issues and make an informed decision;

    (ii) Greenlight has taken now to using purported quotes from a
so-called local "trade" paper that are many years old to somehow
improperly cast aspersions on the Company. The Company believes
that such attempted mud-raking does not contribute to enhancing
shareholder value and, despite reports in leading international
financial newspapers regarding Greenlight, does not intend to
reciprocate in kind.

At the end of the day, your Board, management and shareholders
must focus on the creation of value. Management and the Board have
a long-term strategy to deliver such value. The most important
features of the strategy are, in the very short term, completing
the Refinancing and successfully bringing the Stendal project
online. These are the two items that will create value for
shareholders. Rhetoric, innuendo and mud-slinging will provide no
value creation.

WE URGE YOU TO VOTE FOR MANAGEMENT'S NOMINEES: PER GUNDERSBY AND
MICHEL ARNULPHY

If you have any questions regarding Mercer, please call Jimmy S.H.
Lee, Chairman, President and CEO, at (41) 43 34 7070.

We thank you for your consideration and continued support.

                              Sincerely,

                                 /s/ Jimmy S.H. Lee

                              Jimmy S.H. Lee
                              Chairman, President and CEO
                              Mercer International Inc.

Mercer International Inc. is a European pulp and paper
manufacturing company.


MID AMERICA: Fitch Withdraws Bq Insurer Fin'l Strength Rating
-------------------------------------------------------------
Fitch Ratings has withdrawn its 'Bq' quantitative insurer
financial strength rating on Mid America Health Care Plan of
Missouri. Mid America health Care Plan was acquired by and merged
into Coventry Health Care in late 2002.

Fitch's quantitative insurer financial strength ratings (Q-IFS
ratings) are generated solely based on quantitative analysis of
publicly available financial statement data filed by the HMO on a
quarterly basis with its state regulator. Although the model's
general assumptions are reviewed by Fitch's rating committee, the
Q-IFS ratings generated by the model on individual HMOs are not
reviewed by the rating committee.

        Mid America health Care Plans, Inc. (MO) / 95180

        -- Quantitative IFS/ Withdrawn / 'Bq'.


MOSAIC: Selling Mosaic Performance Solutions to AlternaCall Inc.
----------------------------------------------------------------
Mosaic Group Inc. (TSX:MGX) has entered into an agreement with
AlternaCall Inc., a subsidiary of Call-Net Enterprises Inc., for
the sale of the assets of the Company's Mosaic Performance
Solutions Canada division to AlternaCall. The proceeds of the
transaction are expected to be Cdn$14.25 million plus an
additional approximate amount of Cdn$3 million in respect of
working capital.

The transaction was entered into as a part of the Company's
ongoing restructuring proceedings for which it retained, in
January 2003, Lazard Freres & Co., LLC, New York, as investment
banker to assist in the possible sale of all or part of the
Company. The proceeds from the sale will be applied to reduce
outstanding obligations to secured creditors. As the secured
creditors will have a shortfall in recovery of their claims, there
will be no recovery for shareholders.

The Mosaic Performance Solutions Canada division was unique from
other Company divisions because it predominately operated a
residential long distance telephone rebilling business in Canada
on behalf of third parties.

The sale of the assets of Mosaic Performance Solutions Canada is
subject to approval of the Ontario Superior Court of Justice.
Completion of the sale is expected to occur no later than July 31,
2003.

In December, 2002, the Company and certain of its Canadian
subsidiaries and affiliated companies obtained an order from the
Ontario Superior Court of Justice under the Companies' Creditors
Arrangement Act (Canada) to initiate the restructuring of its debt
obligations and capital structure. Additionally, certain of the
Company's US Subsidiaries commenced proceedings for reorganization
under Chapter 11 of the U.S. Bankruptcy Code in the United States
Bankruptcy Court for the Northern District of Texas in Dallas.
Pursuant to these filings, the Company and its relevant
subsidiaries continue to operate under a stay of proceedings.


MSX INT'L: S&P Rates Proposed $100MM Senior Secured Notes at B
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
MSX's proposed offering of $100 million senior secured notes, with
a second lien, due in 2007 (144A with registration rights). The
proceeds from the notes offering will be used to significantly
reduce commitment levels under MSX's senior credit facilities. In
addition, Standard & Poor's affirmed its 'B+' corporate credit
rating on MSX and its 'B-' rating on the subordinate debt. The
'B+' rating on MSX's senior secured credit facility was withdrawn.

The proposed $100 million senior secured notes, when issued, will
be senior to the company's existing and future subordinated notes
and pari passu with MSX's senior debt, including the senior
secured credit facility. Standard & Poor's rating on the senior
secured notes incorporates the fact that the noteholders will have
a second lien on the company's U.S. assets.

"The claim of senior secured noteholders would be disadvantaged,
in a default scenario, by the presence of the senior credit
facility," said Standard & Poor's credit analyst Nancy Messer.

Southfield, Michigan-based MSX International Inc. is a provider of
engineering services, human capital management services, and other
collaborative services, principally to the automotive industry in
the U.S. and Europe. The company had total balance sheet debt of
$252 million as of March 31, 2003.

MSX derives about two-thirds of its revenues from the automotive
industry. Despite MSX's focus on the design and product
development stage of automotive production, it is subject to the
cyclical and competitive pressures of the industry. MSX's plans to
penetrate nonautomotive industries, including the
telecommunications and financial services, have been stymied by
weak demand in those markets. Automotive original equipment
manufacturers are expected to continue outsourcing technical
business services and staffing functions such as those supplied by
MSX.

Should continuing market pressures prevent an improvement in
credit protection measures, or lead to liquidity or covenant
compliance concerns, the ratings on MSX could be lowered.


NATIONAL CENTURY: Brings-In Jenner & Block as Special Counsel
-------------------------------------------------------------
On May 21, 2003, National Century Financial Enterprises, Inc.'s
Board -- Raymond Brooks, Hal Pote, Tom Mendell, Barbara Poulsen,
Don Ayers and Lance Poulsen -- met and determined that it was
necessary to engage special counsel to supplement the efforts of
the current counsel and assist NCFE in furtherance of its
performance of its fiduciary duties to creditors and other
parties-in-interest.  Special counsel is necessary in party
because of certain potential conflicts of interest that exist:

    (a) by and between certain Board members; and

    (b) between NCFE and certain Board members on account of
        certain events the Board determined must be separated
        from NCFE's obligation to discharge its fiduciary duties
        on a going-forward basis.

Pursuant to Sections 327(e) and 328(a) of the Bankruptcy Code and
Rule 2014(a) of the Federal Rules of Bankruptcy Procedure, NCFE
seeks a Court authority to employ Jenner & Block LLC as its
special counsel.

Paul R. Brown, Esq., in Columbus, Ohio, relates that as special
counsel, Jenner & Block will:

    (a) represent NCFE and the Board in connection with decisions
        the Board will make with respect to specific is1sues
        that arise from these Chapter 11 cases and existing and
        future proceedings in which NCFE's interests are
        implicated;

    (b) advise NCFE and the Board on corporate governance
        responsibilities and fiduciary duties in these Chapter 11
        cases; and

    (c) provide additional legal services as the Board may direct
        in connection with these Chapter 11 cases with respect to
        which Jones Day Reavis & Pogue, NCFE's Section 327(a)
        General Chapter 11 counsel, is unable for any reason to
        represent NCFE's interests.

Mr. Brown asserts that the employment of Jenner & Block under
Section 372(e) of the Bankruptcy Code is appropriate.  NCFE has
the right to engage special counsel for a particular purpose to
advise on compliance with and performance of NCFE's fiduciary
duties in the bankruptcy case.  For the discharge of fiduciary
duties under applicable law, the Board and NCFE constitute a
single entity.  In the case at bar, Jenner & Block is being
retained by NCFE to assist it and the Board in carrying out
NCFE's duties.  Even if the Court were to find the Board to be
separate from or distinct of NCFE, Mr. Brown explains, the
language of Section 327(e) does not prohibit a debtor-in-
possession from employing an attorney to represent an entity that
is distinct from the debtor-in-possession.

Mr. Brown argues that the retention will allow NCFE to better
pursue an effective reorganization and to better assure that its
fiduciary duties are fulfilled.  Moreover, there are several
pending and threatened actions by and among the Board members and
NCFE and certain of its debtor-affiliates and certain Board
members.  The Board is intent upon preventing any actions from
interfering with the discharge of NCFE's duties.

Thus, Mr. Brown emphasizes, Jenner & Block will not represent
either NCFE or the Board members in connection with these actions.  
Instead, it will represent NCFE in navigating the various
conflicts inherent in the actions to best assure sound, fair and
independent decision-making by the Board.

In addition, Mr. Brown points out that Mr. Brooks' presence, as
an independent member to the Board, and Jenner & Block, as special
counsel to NCFE, will add to NCFE's credibility in negotiating and
litigating with providers, as well as creditors and other parties-
in-interest.

John P. Sieger, Esq., a partner in Jenner & Block, informs Judge
Calhoun that in exchange for the services, Jenner & Block will be
compensated in an hourly basis.  Jenner & Block hourly
professional fees ranges from:

              Partners            $380 - 700
              Associates           185 - 375
              Paralegals           135 - 175

The primary Jenner 7 Block attorneys who will provide the services
are:

              Jeff J. Marwil   - partner
              Mr. Sieger       - partner
              Peter J. Young   - associate

Also, Jenner & Block will seek from the Court a reimbursement of
all expenses incurred in connection with the representation of a
claim in a given matter, including, but not limited to,
photocopying services, printing, delivery charges, filing fees,
postage and computer research time.

Since NCFE and certain of its affiliated debtor entities are being
represented by Jones Day, Mr. Sieger assures the Court that Jenner
& Block will work closely with Jones Day and make every effort to
ensure that there is no unnecessary overlap or duplication of
services among the firms.

Mr. Sieger reports that Jenner & Block is a "disinterested person
as defined in Section 101(14) of the Bankruptcy Code, in that
Jenner & Block, its members, counsel, and associates:

    (a) are not NCFE creditors, equity security holders or
        insiders;

    (b) are not and were not investment bankers for any
        outstanding security of NCFE; have not been, within three
        years before May 28, 2003:

        -- investment bankers for a security of NCFE, or

        -- attorney for an investment banker in connection with
           the offer, sale or issuance of NCFE security;

    (c) are not and were not, within two years before May 28,
        2003, a director, officer or employee of NCFE or any
        investment banker of NCFE; and

    (d) Jenner & Block has certain relationships with certain
        creditors, other parties-in-interest, and other
        professionals in connection with unrelated matters, but
        has not represented any party in connection with matters
        relating to NCFE, except as set forth.

Mr. Sieger further adds that pursuant to Rule 2014 of the Federal
Rules of Bankruptcy Procedure, Jenner & Block will provide the
Court with any supplemental information regarding Jenner & Block's
connections with NCFE as any information becomes available.

                     U.S. Trustee Objects

The U.S. for Region 9, Saul Eisen, objects to NCFE's proposed
employment of Jenner & Block since the Debtors are already
represented by bankruptcy counsel as well as special counsel.

Dean Wyman, Esq., Office of the U.S. Trustee, in Cleveland, Ohio,
asserts that the Jenner & Block employment should be denied on
these grounds:

A. Duplication of Services

    Mr. Wyman notes that the services described duplicate the
    services performed by the Debtors' current counsel, Jones Day.
    There is no need for the Debtors to use two law firms for
    similar work.  As a result, the Debtors should select one law
    firm to represent them.

B. Lack of Necessity For Employment

    Section 327(a) authorizes a debtor to hire counsel to assist
    it in carrying out its duties.  However, the duties in the
    cases at bar focus upon the liquidation of assets.  The
    Debtors are not seeking to maintain operations or expand
    their former businesses.  It may be expected that the
    future decisions in this case will be directed toward the
    liquidation of assets.

    Because of the limited nature of the decisions to be made by
    the Board members, Mr. Wyman insists, it is not necessary
    for the Debtors to retain separate counsel to provide detailed
    advise on "corporate governance responsibilities and fiduciary
    duties."

C. Broad Scope

    The Debtors seek to retain Jenner & Block to perform legal
    services without a scope limitation.  Under Section 327(e),
    there must be a specified special purpose.  The broad
    scope proposed does not meet the detailed and circumscribed
    requirements of Section 327(e).

D. Incomplete Affidavit

    In his affidavit, Mr. Sieger avers:

       ". . . Jenner & Block has certain relationships with
       certain creditors, other parties-in-interest, and other
       professionals in connection with unrelated matters, but has
       not represented any such party in connection with matters
       related to NCFE, except as set forth herein."

    Mr. Sieger later states that Jenner & Block "may represent
    claimants and parties-in-interest" but in other matters.

    Mr. Wyman complains this is not an adequate disclosure.
    Jenner & Block should file a detailed statements of its
    connections with all parties-in-interest.  Otherwise, the full
    extent of the Jenner & Block connections cannot be determined.
    (National Century Bankruptcy News, Issue No. 19; Bankruptcy
    Creditors' Service, Inc., 609/392-0900)


NEW ALLIANCE: Fitch Withdraws BBq Financial Strength Rating
-----------------------------------------------------------
Fitch Ratings has withdrawn its 'BBq' quantitative insurer
financial strength rating on New Alliance Health Plan, Inc. of
Pennsylvania. New Alliance Health Plan was acquired by and merged
into HealthAmerica Pennsylvania effective mid 2002.

Fitch's quantitative insurer financial strength ratings (Q-IFS
ratings) are generated solely based on quantitative analysis of
publicly available financial statement data filed by the HMO on a
quarterly basis with its state regulator. Although the model's
general assumptions are reviewed by Fitch's rating committee, the
Q-IFS ratings generated by the model on individual HMOs are not
reviewed by the rating committee.

               New Alliance Health Plan, Inc. (PA)

             -- Quantitative IFS / Withdrawn / 'BBq'.


NOVO NETWORKS: Wants Entry of Final Decree Delayed Until Dec. 1
---------------------------------------------------------------
The Trustee of the Trust created under Axistel Communications,
Inc.'s confirmed chapter 11 Plan asks the U.S. Bankruptcy Court
for the District of Delaware to delay entry of final decree in the
Company's chapter 11 case.  

The Trust was created pursuant to the Plan to succeed the various
right and duties of the Debtors, including the administration of
claims in these cases and prosecution of litigation.

The Trustee requests entry of an order delaying the entry of a
final decree through December 1, 2003, to allow additional time
for the claims administration process, the prosecution of
adversary proceedings and the administration of other post-
petition matters in these cases.

Under the Plan, the claims administration process was vested in
the Trustee.  The Trustee avers that numerous claims are filed in
these cases and the process, while underway, will take additional
time.

Additionally, recoveries to unsecured creditors in these cases
depend primarily upon the result of litigation commenced by the
Trust and Novo Networks, Inc., against Qwest Communications
Corporation. That litigation commenced in June 2002 in Nevada and
continues.

Novo Networks International Services, Inc., a developer of
facilities-based broadband network offering voice and data
transport targeted to communications carriers, ISPs, and large
corporate and government clients, filed for chapter 11 protection
on July 30, 2001 (Bankr. Del. Case No. 01-10005). Jeffrey M.
Schlerf, Esq., at The Bayard Firm, represents the Trustee in the
Debtors' restructuring efforts.


OAKWOOOD HOMES: S&P Lowers Ratings on Five Related Transactions
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on all
classes of five Oakwood Homes Corp.-related manufactured housing
transactions and removed them from CreditWatch with negative
implications, where they were placed Oct. 28, 2002.

The lowered ratings reflect the continued poor performance of the
underlying pools of manufactured housing contracts and the
resulting deterioration of credit enhancement.

The performance trends associated with the pools of manufactured
housing contracts supporting the rated certificates have
deteriorated during the past two years, with more pronounced
deterioration experienced during the past several months. Oakwood
announced that it was filing for Chapter 11 bankruptcy protection
Nov. 15, 2002. Recovery rates on sales of repossessed homes have
displayed higher loss severity since that time, typically falling
below 30% for all transactions, because Oakwood adopted a 100%
wholesale liquidation strategy coincident with the bankruptcy
filing. Prior to its bankruptcy filing, Oakwood was disposing of
approximately 40% of its repossessed homes through retail
channels, using consumer financing provided by Oakwood, with
resulting higher recovery rates.

The ratings on all classes of Oakwood-related manufactured housing
transactions issued between 1995 and 2001 were placed on
CreditWatch with negative implications Oct. 28, 2002, based on the
worse-than-expected performance of the underlying pools of
manufactured housing contracts resulting from Oakwood's
discontinuation of its loan assumption program and its shift to an
increasing wholesale liquidation strategy from a retail
liquidation strategy. On Nov. 18, 2002, Standard & Poor's lowered
its ratings on Oakwood to 'D'. On Dec. 6, 2002, the ratings on all
classes of Oakwood-related manufactured housing transactions
issued in 2002 were placed on CreditWatch with negative
implications. As a result of the high level of losses experienced
by the underlying collateral pools, many B-2 subordinated
certificates have been written down significantly. Most recently,
on May 16, 2003, the ratings were raised on 10 classes of Oakwood-
related manufactured housing transactions and were removed from
CreditWatch. At the same time, the ratings on 24 other Oakwood-
related classes were affirmed and removed from CreditWatch.
Concurrently, the ratings on 27 other classes of Oakwood-related
manufactured housing transactions were lowered and removed from
CreditWatch. In addition, the ratings on all classes of Oakwood-
related manufactured housing transactions issued in 2002 remain on
CreditWatch, where they were placed Dec. 6, 2002, due to the lack
of performance history associated with the underlying collateral
pools.
   
     RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE
   
                        OMI Trust 2000-A
   
                      Rating
        Class    To             From
        A-2      BBB            AAA/Watch Neg
        A-3      BBB            AAA/Watch Neg
        A-4      BBB            AAA/Watch Neg
        A-5      BBB            AAA/Watch Neg
        M-1      B              AA/Watch Neg
        M-2      CCC+           A/Watch Neg
        B-1      CCC-           BBB/Watch Neg
           
                        OMI Trust 2000-B
   
                      Rating
        Class    To             From
        A-1      BBB-           AAA/Watch Neg
        M-1      B              AA/Watch Neg
        B-1      CCC            BBB/Watch Neg
           
                        OMI Trust 2000-D
   
                      Rating
        Class    To             From
        A-2      BBB+           AAA/Watch Neg
        A-3      BBB+           AAA/Watch Neg
        A-4      BBB+           AAA/Watch Neg
        M-1      B+             AA/Watch Neg
        M-2      CCC+           A/Watch Neg
        B-1      CCC-           BBB/Watch Neg
   
                        OMI Trust 2001-C
   
                      Rating
        Class    To             From
        A-1      BBB+           AAA/Watch Neg
        A-2      BBB+           AAA/Watch Neg
        A-3      BBB+           AAA/Watch Neg
        A-4      BBB+           AAA/Watch Neg
        A-IO     BBB+           AAA/Watch Neg
        M-1      B              AA/Watch Neg
        M-2      CCC+           A/Watch Neg
        B-1      CCC-           BBB/Watch Neg
   
                        OMI Trust 2001-D
   
                      Rating
        Class    To             From
        A-1      BBB+           AAA/Watch Neg
        A-2      BBB+           AAA/Watch Neg
        A-3      BBB+           AAA/Watch Neg
        A-4      BBB+           AAA/Watch Neg
        A-IO     BBB+           AAA/Watch Neg
        M-1      BB             AA/Watch Neg
        M-2      B-             A/Watch Neg
        B-1      CCC+           BBB/Watch Neg


OMEGA HEALTHCARE: Pursuing Lease Restructuring Talks with Sun
-------------------------------------------------------------
Omega Healthcare Investors, Inc. (NYSE:OHI) has re-leased five
skilled nursing facilities formerly leased by Sun Healthcare
Group, Inc.

Specifically, effective July 1, 2003, the Company re-leased the
five former Sun SNFs in the following three separate lease
transactions: (i) a Master Lease of two SNFs in Florida,
representing 350 beds, which Master Lease has a ten-year term and
has an initial annual lease payment of $1.3 million; (ii) a Master
Lease of two SNFs in Texas, representing 256 beds, which Master
Lease has a ten-year term and has an initial annual lease payment
of $800,000; and (iii) a lease of one SNF in Louisiana,
representing 131 beds, which lease has a ten-year term and
requires an initial annual lease payment of $400,000. Monthly
contractual lease payments, under all three transactions, totals
approximately $208,000 and commenced July 1, 2003.

Separately, the Company continues its ongoing restructuring
discussions with Sun. At this time, the Company cannot comment on
the timing or outcome of these discussions. However, as a result
of the above mentioned transitions of the five former Sun
facilities, Sun's contractual monthly rent, starting in July, was
reduced $0.2 million from approximately $2.2 million to
approximately $2.0 million. For the month of July, Sun remitted
approximately $1.51 million in lease payments versus $1.27 million
per month for April, May and June. During the second quarter, the
Company applied $1.37 million of security deposits, which
exhausted all remaining security deposits associated with Sun.

Additionally, effective July 7, 2003, the Company also amended its
Master Lease with a subsidiary of Alterra Healthcare Corporation
whereby the number of leased facilities was reduced from eight to
five. The amended Master Lease has a remaining term of
approximately ten years with an annual rent requirement of
approximately $1.5 million. The Company is in the process of
negotiating terms and conditions for the re-lease of the remaining
three properties. In the interim, Alterra will continue to operate
the facilities. The Amended Master Lease has been approved by the
U.S. Bankruptcy Court in the District of Delaware.

Omega is a Real Estate Investment Trust investing in and providing
financing to the long-term care industry. At March 31, 2003, the
Company owned or held mortgages on 221 skilled nursing and
assisted living facilities with approximately 21,900 beds located
in 28 states and operated by 35 third-party healthcare operating
companies.

As previously reported in Troubled Company Reporter, Standard &
Poor's Ratings Services revised its ratings outlook for Omega
Healthcare Investors Inc., to stable from positive. At the same
time, the ratings were affirmed.

                         LIQUIDITY

Omega's new management team (and major investor) has achieved
success in restoring Omega's liquidity position through its
releasing efforts of the company's owned and operated portfolio,
using proceeds from asset sales and suspended dividends to
reduce outstanding debt. This, coupled, with extensive core
portfolio restructuring and a rights offering and private
placement in 2002, enabled the company to meet maturing debt
obligations, achieve an extension on its bank line, and reduce
leverage from 48% debt-to-book capitalization at fiscal year-end
2001 to 39% at fiscal year-end 2002. Debt coverage measures have
also been favorably impacted, increasing from 1.3x debt service
in 2001 to roughly 2x in 2002. The company currently has $112
million outstanding under its $160 million secured bank revolver
that expires December 31, 2003. Management is in the process of
negotiating an extension of the facility and/or arranging a new
bank financing to refinance the outstanding balance. The company
will have to work around covenants within Omega's public
unsecured notes ($100 mil. remaining), which require unsecured
asset coverage of 2x. With roughly $550 million in owned assets
(depreciated basis) and an additional $211 million in mortgage
and other investments, there appears to be sufficient room to
accommodate the expected refinancing. Unrestricted cash balances
have grown modestly throughout 2002, and currently stand at
roughly $15 million.

                        OUTLOOK REVISED

Omega Healthcare Investors Inc.
                                                  Rating
                                               To        From
   Corporate credit                         B/Stable    B/Positive

                        RATINGS AFFIRMED

Omega Healthcare Investors Inc.
                                                     Rating
   $100 mil. 6.95% senior notes due 2007             CCC+
   $57.5 mil. 9.25% cum pref stk ser A               D
   $50 mil. 8.625% cum pref stk ser B                D


ONCURE MEDICAL: Completes $12 Mill. Institutional Financing Deal
----------------------------------------------------------------
OnCURE Medical Corp. has completed a $12 million institutional
financing to fund acquisitions and a capital restructuring. A
portion of the proceeds were used to complete the acquisitions of
four outpatient radiation treatment facilities: the Mission Viejo
Radiation Oncology Center in Mission Viejo, California, the San
Clemente Radiation Center in San Clemente, California, the Park
South Radiation Oncology Center in Bradenton, Florida, and the
previously announced acquisition of the Southside Cancer Center in
Jacksonville, Florida. The acquisitions strengthen OnCURE's
position as a leader in the operation and management of outpatient
radiation treatment centers.

"OnCURE is very pleased to complete these acquisitions, which also
include new long term medical service agreements under the
Company's earnings model. These Cancer Centers are strategically
located in markets which are synergistic to our current
operations," said Jeffrey A. Goffman, OnCURE's President and Chief
Executive Officer. "We are proud to associate with the Mission and
San Clemente Group and complete our transaction with the Park
South and Southside physicians. These expansions will be valuable
assets in California and Florida," added Dr. Shyam Paryani,
Chairman of the OnCURE Board of Directors.

Concurrent with the closing of the acquisitions, OnCURE obtained a
capital infusion of $12 million in new equity and subordinated
debt, which was used in part to finance the acquisitions and the
remainder of which was used to fund a capital restructuring and to
meet future working capital needs. The institutional funding was
provided by Halpern, Denny & Company and MedEquity Capital, LLC,
both of which are experienced healthcare investors. "We have
analyzed this sector and the company in detail and believe that
these acquisitions and the capital restructuring place the company
in a strong position to take advantage of growth and expansion
opportunities in this market," said Jeffrey T. Ward, Partner of
MedEquity Capital, LLC.

OnCURE, headquartered in Newport Beach, California, owns, operates
and manages 14 radiation centers. The Company believes they are
one of the largest operators of freestanding radiation centers in
the country. OnCURE's centers provide treatment areas and
equipment for radiation therapy and diagnostic radiology. OnCURE
does not own physician practices nor does it maintain any control
over the provision of medical services at its centers. OnCURE
does, however, provide capital and management resources to its
affiliated physician groups, including clinical management,
billing and collection, data warehousing and other administrative
services. OnCURE also owns a mobile Positron Emission Tomography
unit, a mobile CT Scan 3-Dimensional Treatment Planning system and
two mobile High Dose Rate Brachytherapy units. OnCURE provides
IMRT services at many of its centers. For more information on
OnCURE, visit its Web site at http://www.OnCURE.com  

Halpern, Denny & Co. is a private equity investment firm founded
by former executives of Bain & Company and Bain Capital. Based in
Boston, the firm has more than $600 million committed capital to
back strong management teams focused on driving their companies to
leadership positions in their respective industries. Areas of
investment focus include healthcare, media, distribution and
consumer.

MedEquity Capital, LLC is a Wellesley, Massachusetts based private
equity firm that provides expansion capital to emerging
healthcare-related companies.

                        About the Transaction

A portion of the proceeds were used to fund the acquisition of all
of the issued and outstanding capital stock of Mission and 100% of
the limited partnership interest of Park South for approximately
$4,600,000 and $1,100,000 in cash, respectively. The purchase
price of Mission also consists of shares of newly designated
Series B Convertible Preferred Stock having an initial liquidation
preference of $400,000.

As a result of the institutional funding and capital
restructuring, OnCURE sold to Laurel Holdings II, L.L.C., an
entity affiliated with the Investors (a) a 12% Senior Subordinated
Note in the aggregate principal amount of $6,000,000, (b) a
Warrant to purchase shares of Series C-1 Convertible Preferred
Stock having an aggregate initial liquidation preference of
$2,100,000, and (c) shares of Series C-1 Preferred Stock having an
aggregate initial liquidation preference of $6,000,000. As a
result of the financing, the Investors will hold approximately a
47% interest in OnCURE's common stock on a fully diluted basis. In
connection with consummation of the financing, OnCURE understands
that the Investors will file a statement on Schedule 13D with the
Securities and Exchange Commission to disclose its acquisition of
Company securities, which is expected to contain as exhibits
thereto the Securities Purchase Agreement, the 12% Senior
Subordinated Note, the Warrant, and a related Stockholders
Agreement and Registration Rights Agreement. In addition, OnCURE,
its current preferred stockholders, certain holders of maturing
bridge promissory notes in the aggregate principal amount of
$1,500,000, holders of warrants and its primary secured lender
participated in the recapitalization of OnCURE in which they
exchanged their existing preferred stock, bridge promissory notes
and warrants for shares of newly designated Series A Preferred
Stock, Series B Preferred Stock, Series C-1 Preferred Stock, and
warrants to purchase Series C-1 Preferred Stock. OnCURE also
amended and restated its existing senior credit facilities,
entered into several new capital leases for equipment and, as part
of the recapitalization, repurchased approximately $5,000,000 of
preferred stock and accrued and unpaid dividends, which had become
subject to a dividend rate reset provision at a 20% annual
dividend rate, from its senior lender in exchange for cash.

OnCure Technologies' December 31, 2002 balance sheet shows that
its total current liabilities outweighed its total current assets
by about $10 million.

In its Form 10-KSB for the year ended December 31, 2002, the
Company reported:

"The [Company's] financial statements have [sic] been prepared on
a going concern basis, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of
business. We have incurred net losses of approximately $1.7  
million and $7.2 million (including non-recurring, non-cash
charges of $4.4 million) for fiscal 2002 and 2001, respectively.
As a result, the Company has undertaken certain initiatives in
fiscal 2002 and 2003 that it believes will increase revenues,
raise cash, improve cash flow and reduce debt obligations."


PACER TECHNOLOGY: Special Committee Continues Options Evaluation
----------------------------------------------------------------
Pacer Technology (Nasdaq: PTCH) said that the Pacer Special
Committee is continuing its evaluation of strategic alternatives
that surfaced as a result of a review process that was undertaken,
with the assistance of its financial advisor, Houlihan Lokey
Howard & Zukin, following Pacer's receipt of an acquisition
proposal from Cyan Investments, LLC.

The Company is reminding shareholders that there is no assurance
that those alternatives will lead to an acquisition or other
transaction involving Pacer.

Pacer Technology (Nasdaq: PTCH - News) is a manufacturing,
packaging and distribution company engaged in marketing advanced
technology adhesives, sealants, and other related products, for
consumer markets on a worldwide basis. Its products include SUPER
GLUE, ZAP(R), BONDINI(R), FUTURE GLUE(R), PRO SEAL(R), GO SPOT
GO(R), ANCHOR-TITETM and other well known branded products.

                       *     *     *

              Liquidity and Capital Resources

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

"Net cash provided by all activities during the nine-months ended
March 31, 2003 was $80,000, compared to net cash provided of
$764,000 during the first nine-months of the prior year which
included the effect of the sale of the Cook Bates product line.

"Cash provided by operations during the nine-months ended March
31, 2003 was $732,000 compared to cash provided of $9.0 million
during the corresponding period of the prior year.  Cash provided
by operations in the prior year included the receipt of the cash
proceeds from the sale of the Cook Bates product line in September
2001 and a $3.3 million reduction in accounts receivable, due in
large part, to the collection of accounts receivable from holiday
sales of Cook Bates products.

"Cash used in investing activities during the nine-months ended
March 31, 2003 was $588,000 as compared to $186,000 during the
corresponding period of the prior year due to an increase in
capital expenditures related to production fill equipment.

"Cash used in financing activities was $64,000 during the first-
nine months of fiscal year 2003 as compared to $8.1 million during
the same period of the prior year, which included the use of cash
generated by the Cook Bates sale to reduce outstanding bank
borrowings and to repurchase common shares in our open market and
private stock repurchase program and an odd-lot share repurchase
program.

"During fiscal 2003, we funded our working capital requirements
primarily with internally generated funds and borrowings under a
revolving bank credit line pursuant to which we may borrow up to
the lesser of (i) $7 million or (ii) the sum of 70% of the face
dollar amount of eligible accounts receivable plus 46% of the cost
of our finished goods inventories and approximately 35% of raw
material inventories. Borrowings under the credit facility are
payable in monthly interest only installments until the maturity
date of the credit line, which is October 1, 2003.  During the
nine months ended March 31, 2003, our credit line borrowings bore
interest at the bank's prime rate (4.25% at March 31, 2003), less
0.25%, or at the bank's LIBOR base rate, plus 2.50%.  As of
March 31, 2003, no borrowings were outstanding under our credit
line and at March 31, 2003, based on eligible collateral, we had
unused credit of $5.0 million available for future borrowings
under that credit line.

"We believe that internally generated funds, together with
available borrowings under the credit line, will be sufficient to
enable us to meet our working capital and other cash requirements
through the October 1, 2003 maturity date of our existing bank
credit line.  We plan to seek, and we currently expect to be able
to obtain, an extension of our existing bank line of credit.  In
addition, we may seek to take advantage of opportunities to
acquire other businesses, should such opportunities arise, or to
invest in new product introductions, in which case we may incur
borrowings to do so."


PG&E NATIONAL ENERGY: Files Chapter 11 Petition in Maryland
-----------------------------------------------------------
As the next step in their ongoing restructuring efforts, PG&E
National Energy Group, Inc., PG&E Energy Trading Holdings
Corporation and PG&E ET subsidiaries voluntarily filed petitions
for protection under Chapter 11 of the federal bankruptcy code.

Separately, USGen New England, Inc., filed its own petition for
Chapter 11 relief. These filings in the U.S. Bankruptcy Court for
the District of Maryland are in keeping with PG&E NEG's previously
announced intention to maximize cash and reduce liabilities as
part of its ongoing effort to restructure debt obligations.

Other PG&E NEG entities -- including PG&E Gas Transmission
Northwest and PG&E Generating, which include several independent
power generation facilities across the country -- have not filed
for Chapter 11 protection. Operations are expected to continue as
normal at these facilities and at facilities owned by USGenNE.
PG&E NEG is a subsidiary of PG&E Corporation (NYSE: PCG), which is
not a party in the Chapter 11 proceedings.

With the agreement in principle of major creditors as to its key
terms, PG&E NEG also filed a Plan of Reorganization. This group
includes informal bondholders, as well as agents under certain
unsecured credit facilities, acting in their individual
capacities. The plan anticipates that PG&E Corporation will have
no equity interest in PG&E NEG or any of its subsidiaries after
the Chapter 11 reorganization is approved by the court and
implemented. Instead, equity in a reorganized PG&E NEG would be
distributed proportionately to unsecured creditors as a component
of a plan distribution package that would include cash, new debt
securities and common stock. However, PG&E Corporation may
continue to provide certain services on an interim basis,
including the administration of employee benefits. It is
anticipated that a Chapter 11 plan for the PG&E ET entities will
be filed at a later date. Similarly, USGenNE's debt will not be
restructured as part of the PG&E NEG plan, but will be dealt with
at a later date.

PG&E NEG also announced that Joseph Bondi, currently the company's
chief restructuring officer, will assume the role of chief
executive officer, in addition to his current duties, subject to
court approval. PG&E NEG President Thomas B. King has resigned and
will remain with PG&E Corporation.

"For several months, with our creditors, we have made steady
progress toward restructuring PG&E National Energy Group's
obligations," said Bondi, chief executive officer-designate of
PG&E NEG. "While there is still much work to be done, we believe
that today's action is another step in moving forward and
resolving the challenges that our financial situation and current
market conditions present. We concluded, along with our lenders,
that filing Chapter 11 protection provides the best opportunity to
reach a resolution that is in the long-term interests of our
employees, the creditors and our other stakeholders."

PG&E Corporation announced in May that the ongoing restructuring
of PG&E NEG would be implemented through a Chapter 11 bankruptcy
to facilitate an orderly negotiation among creditors, which
include five bank syndicates, with approximately 40 banks and
bondholders. The company estimates that claims asserted against
PG&E NEG may exceed $4 billion.

PG&E NEG is in default under various recourse debt agreements and
guaranteed equity commitments totaling nearly $3 billion. In
addition, other PG&E NEG subsidiaries are in default under various
debt agreements totaling approximately $2.5 billion, but this debt
is non-recourse to PG&E NEG.

As a result of the sustained downturn in the power industry and
like a number of merchant energy businesses, PG&E NEG experienced
a financial downturn. This caused the major credit rating agencies
to downgrade credit ratings to below investment grade. Although
PG&E NEG's operating performance was solid during 2002, the
company took a loss of $3.4 billion for the year, including the
impairment charges related to the planned sale, transfer or
abandonment of investments associated with the merchant power
generation operation. These were steps affirmatively taken to
restructure the business.

                         First Day Motions

In conjunction with the filing Tuesday, PG&E NEG sought approval
from the Bankruptcy Court for a variety of "first day motions"
enabling the company to continue to manage its businesses in the
ordinary course. The first day motions included requests for
permission to continue payments for affected employee payroll and
health benefits, and retain legal, financial and other
professionals to assist the company through the Chapter 11
process.

The company fully expects to continue to meet various employee
payrolls and provide for continued employee health care and other
benefits. Employees' qualified retirement savings plan accounts
are not affected by the filing, as they are held in a trust and
protected by federal law. The company also expects to continue
paying vendors and suppliers in full for goods and services
provided after the filing.

Due to the company's cash on hand of approximately $114 million as
of May 31, 2003, PG&E NEG does not need to arrange for debtor-in-
possession financing. While the company expects to continue most
operations during bankruptcy, operations and staffing levels will
be affected as the company seeks to minimize costs and conserve
cash.

                         Moving Forward

"Our goal is to continue to work constructively with the creditors
to reorganize these businesses, which include valuable assets that
are performing well, in a way that maximizes their value and
enables these operations to emerge from Chapter 11 as viable
businesses going forward." Bondi said.

As previously reported for the past several months, PG&E NEG has
significantly reduced its energy trading operation. The Chapter 11
filing of PG&E ET entities will facilitate the next major step
toward final financial resolution and the wind-down of the trading
subsidiaries.

                       USGen New England

While USGenNE also has filed Chapter 11 in the Maryland bankruptcy
court, its case is being separately administered. The company
estimates that claims asserted against USGenNE will exceed $1
billion.

PG&E NEG and USGenNE will continue to work with creditors to
address the future of the USGenNE assets which include: Brayton
Point Station, Somerset, Mass.; Salem Harbor Station, Salem,
Mass.; Manchester Street Station, Providence, R.I.; Bear Swamp
facility, Rowe, Mass.; Connecticut River Hydroelectric System in
New Hampshire and Vermont; and Deerfield River Hydroelectric
System in Massachusetts and Vermont. It still remains likely at
this time that the company will sell or transfer USGenNE, as it
previously reported.

                   Restructuring Efforts To Date

The filings follow months of aggressive actions by PG&E NEG and
its subsidiaries to abandon, sell and transfer assets and
significantly reduce energy trading operations in an ongoing
effort to raise cash and reduce debt, whether through negotiation
with lenders or otherwise. Efforts to date and as previously
reported, include:

-- Sold the 66.6 megawatt Mountain View wind-powered generation
   facility in the San Gorgonio Pass near Palm Springs, CA, to
   Centennial Power, Inc. for $102.5 million.

-- Sold one-half of its 50 percent interest in the Hermiston
   Generating plant to Sumitomo Corporation and Sumitomo
   Corporation of America for a pre-tax gain of approximately $23
   million. The plant, located in Hermiston, OR, continues to be
   operated and managed by a subsidiary of PG&E NEG.

-- Sold the 176-megawatt, natural gas-fired Spencer Station
   Generating facility in Denton, TX, and the nearby Lake
   Lewisville hydroelectric facility for about $2 million to the
   City of Garland, TX.

-- Sold the Canadian energy trading operation, ET Canada, to
   Seminole Canada Gas Company Limited.

-- Reduced the aggregate value of the energy trading portfolio by
   more than 70 percent. The company has limited its asset trading
   and risk management activities to only what is necessary for
   energy management services to facilitate the transition of the
   company's merchant generation facilities through their sale,
   transfer or abandonment. Ultimately, PG&E NEG will reduce and
   transition to only retain limited capabilities to ensure fuel
   procurement and power logistics for the company's retained
   independent power plant operations.

-- Agreement in principle to transfer three power plant
   construction projects -- Athens Generating (Athens, NY), Covert
   Generating (Covert, MI), and Harquahala Generating (Tonopah,
   AZ) -- to the respective lenders or their designees. While the
   transfers have not yet been completed, funding has been
   provided for these projects to be completed and these Chapter
   11 filings are not expected to have any affect on those
   projects.

-- Agreement in principle to transfer three power projects -- La
   Paloma Generating (McKittrick, CA), Millennium Power (Charlton,
   MA) and Lake Road Generating (Killingly, CT) -- to the
   respective lenders or their designees. While these transfers
   have not yet been completed, these Chapter 11 filings are not
   expected to have any affect on those agreements or the day-to-
   day operations of these facilities.

-- Pending sale of the 149-megawatt Ohio power peaking facilities
   to AMP-Ohio for approximately $7 million. It is expected to be
   completed by August 31, 2003, following necessary regulatory
   approvals.

Headquartered in Bethesda, MD, PG&E NEG employs approximately
1,800. The company's more than 7,300 megawatts of generation
include a mix of natural gas, coal/oil, hydroelectric, waste coal
and wind power at numerous facilities across the country. With
more than 1,350 miles of gas pipelines, the company's Pacific
Northwest system has the ability to transport 2.9 billion cubic
feet of natural gas per day from cost-competitive, abundant
supplies in Western Canada to markets in California, Nevada and
the Pacific Northwest. The company also owns the 80-mile North
Baja pipeline in Southern California, which has capacity to ship
500 million cubic feet of natural gas from U.S. producing regions
to markets in Northern Mexico and Southern California.


PG&E NATIONAL ENERGY: Case Summary & 30 Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: PG & E National Energy Group, Inc.
             7600 Wisconsin Avenue
             Bethesda, Maryland 20814
             dba PG & E Diversified Investments, Inc.

Bankruptcy Case No.: 03-30459

Debtor affiliates filing separate chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        PG&E Energy Trading - Power, L.P.          03-30461   
        PG&E ET Investments Corporation            03-30462   
        PG&E Energy Trading Holdings Corporation   03-30463   
        PG&E Energy Trading - Gas Corporation      03-30464   

Type of Business: PG&E National Energy Group Inc., an integrated
                  energy company, is a wholly owned subsidiary of
                  PG&E Corporation.

Chapter 11 Petition Date: July 8, 2003

Court: District of Maryland (Greenbelt)

Judge: Paul Mannes

Debtors' Counsel: Matthew A. Feldman, Esq.
                  Shelley C. Chapman, Esq.
                  Willkie Farr & Gallagher
                  787 Seventh Avenue
                  New York, NY 10010
                  Telephone: (212) 728-8000

                           -and-

                  Paul M. Nussbaum, Esq.
                  Martin T. Fletcher, Esq.
                  Whiteford, Taylor & Preston, L.L.P.
                  Seven Saint Paul Street, Suite 1400
                  Baltimore, MD 21202
                  Telephone: (410) 347-8700

Total Assets: $7,613,000,000

Total Debts: $9,062,000,000

PG&E National Energy's 30 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Wilmington Trust Company    Indenture (10.375%  $1,108,147,876
as Indenture Trustee        Senior Notes due
1100 North Market Street    May 16, 2011)
Wilmington, DE 19890        (as of 5/31/03)
Attn: Steve Cimalore
Tel: 302-636-6058
Fax: 302-636-4143

JP Morgan Chase             Revolving Credit      $660,488,071
270 Park Avenue             Facility (as of
New York, NY 10017          05/31/03)
Attn: Agnes L. Levy
      Managing Director
Tel: 212-270-0420
Fax: 917-464-8909

Citibank, N.A.              Guarantee Obligation  $379,057,054
388 Greenwich Street        (La Paloma)
New York, NY 10013          (as of 5/31/03)
Attn: Greg Frenzel
      Director
Tel: 212-723-3106
Fax: 212-723-3964

Societe Generale            Guarantee Obligation  $354,720,386
1221 Avenue of the Americas (GenHoldings)
New York, NY 10020          (as of 5/31/03)
Attn: Nina Ross, Director
      Asset Recovery
      Management
Tel: 212-278-7024
Fax: 212-278-6460

Cogentrix Caledonia         Guarantee Obligation  $250,000,000
   Generating, LLC          (Caledonia)
9405 Arrowpoint Boulevard   (as of 5/31/03)
Charlotte, NC 28273         Unliquidated
Attn: President
Copy: General Counsel
Tel: 704-525-3800
Fax: 704-529-1006

Citibank, N.A.              Guarantee Obligation  $235,329,585
                            (Lake Road)
                            (as of 5/31/03)

Societe Generale            Guarantee Obligation  $205,000,000
                            (PG&E NEG
                            Construction Company
                            LLC) (as of 5/31/03)

Southaven Power, LLC        Guarantee Obligation  $175,000,000
9405 Arrowpoint Boulevard   (Southaven)
Charlotte, NC 28273         (as of 5/31/03)
Attn: General Counsel       Unliquidated
Tel: 704-525-3800
Fax: 704-529-1006

Orion (Reliant) Liberty     Guarantee Obligation  $150,000,000
   Electric Power, LLC      (Liberty)
133880 Dulles Corner Lane   (as of 5/31/03)
Herndon, VA 20171-4600      Unliquidated
Attn: Vice President and
      General Counsel
Tel: 703-561-6788
Fax: 703-561-7303

JP Morgan Chase             Guarantee Obligation   $25,162,000
                            (ETH Facility One)
                            (as of 5/31/03)

General Electric Company    Guarantee Obligation   $22,721,300
1 River Road                (PG&E NEG
Schenectady, NY 12345       Construction Company,
Attn: Dan Rowley,           LLC) (as of 5/31/03)
      General Counsel
Tel.: 518-385-1407
Fax: 518-385-9051

CONTINGENT LIABILITIES:

Mitsubishi Heavy Industries Guarantee Obligation   $75,000,000
610 Crescent Executive Ct.  (PG&E NEG
Lake Mary, FL 32746         Construction Company,
Attn: General Counsel       LLC) (as of 05/31/03)
Fax: 321-397-9674           Contingent
Headquarters:               Unliquidated
100 Colonial Center Parkway Disputed
Lake Mary, FL 32746
Tel: 407-688-6100
Fax: 407-688-6481

TXU Energy Trading Company  Guarantee Obligation   $65,000,000
1717 Main Street Suite 2000 (Energy Trading)
Dallas, TX 75201            (as of 05/31/03)
Attn: Credit Department     Contingent
Tel: 214-875-9000           Unliquidated
Fax: 214-875-9064

New York Independent        Guarantee Obligation   $50,000,000
   System Operator          (Energy Trading)
5172 Western Turnpike       (as of 5/31/03)
Altamont, NY 12009          Contingent
Attn: Ray Salter            Unliquidated
Tel: 518-356-6060
Fax: 518-356-6146

Aquila Energy Marketing     Guarantee Obligation   $40,000,000
   Corporation              (Energy Trading)
1100 Walnut St., Suite 3300 (as of 5/31/03)
Kansas City, MO 64106       Contingent
Attn: Vice President,       Unliquidated
      Credit Risk Management
Tel: 816-527-1000
Fax: 816-467-8257

Duke Energy Trading &       Guarantee Obligation   $40,000,000
   Marketing, LLC           (Energy Trading)
5400 Westheimer Court       (as of 5/31/03)
Houston, TX 77056           Contingent
Attn: Credit Manager        Unliquidated
Tel: 713-627-5400
Fax: 713-627-4849

Tractebel Energy            Guarantee Obligation   $40,000,000
   Marketing, Inc.          (Energy Trading)
1177 West Loop South        (as of 05/31/03)
Suite 800                   Contingent
Houston, TX 77027           Unliquidated
Attn: Director of Credit
Tel: 713-552-2501
Fax: 713-548-5153

TXU Electric Company        Guarantee Obligation   $32,500,000
1717 Main St., Suite 2000   (Energy Trading)
Dallas, TX 75201            (as of 05/31/03)
Attn: Craig Gilchrist       Contingent
Tel: 214-875-9000           Unliquidated
Fax: 214-875-9050

Allegheny Energy Supply     Guarantee Obligation   $25,000,000
   Company, LLC             (Energy Trading)
4350 Northern Pike          (as of 05/31/03)
Monroeville, PA 15146-2841  Contingent
Attn: Contract Admin.       Unliquidated
Tel: 412-858-1600
Fax: 412-856-2913

Citibank, N.A.              Guarantee Obligation   $25,000,000
                            (Energy Trading)
                            (as of 5/31/03)
                            Contingent
                            Unliquidated

Citibank, N.A.              Guarantee Obligation   $25,000,000
                            (Energy Trading)
                            (as of 5/31/03)
                            Contingent
                            Unliquidated

Duke Energy Trading &       Guarantee Obligation   $24,000,000
   Marketing, L.L.C.        (Energy Trading)
10777 Westheimer Suite 650  (as of 05/31/03)
Houston, TX 77042           Contingent
Attn: Controller            Unliquidated
Fax: 713-260-1825

Exelon Energy Company       Guarantee Obligation   $20,000,000
Attn: Vice-President        (Energy Trading)
2315 Enterprise Drive       (as of 5/31/03)
Westchester, IL 60154       Contingent
Fax: 708 236-7903           Unliquidated

Massey Coal Sales           Guarantee Obligation   $20,000,000
   Company, Inc.            (Energy Trading)
Attn: President             (as of 05/31/03)
4 North Fourth Street       Contingent
Richmond, VA 23219          Unliquidated
Fax: 804-788-1811

Pinnacle West Capital       Guarantee Obligation   $20,000,000
   Corporation              (Energy Trading)
Arizona Public Service      (as of 5/31/03)
   Company                  Contingent
ATTN: Credit Department     Unliquidated
400 North Fifth Street
Mail Station 9855
Phoenix, AZ 85004
COPY: APS Law Department
Mail Station 9820
Fax: 602-250-3393

ConocoPhillips Company      Guarantee Obligation   $15,000,000
Adams Tower                 (Energy Trading)
403 Cheyenne                (as of 5/31/03)
Tulsa, Oklahoma 74104       Contingent
Fax: 281-293-5880           Unliquidated

Coral Energy Resources, LP  Guarantee Obligation   
909 Fannin, Suite 700       (Energy Trading)
Houston, Texas 77010        (as of 05/31/03)
Fax: 713-265-3843           Contingent

ISO New England             Guarantee Obligation   $15,000,000
One Sullivan Road           (Energy Trading)
Holyoke, MA 01040           (as of 5/31/03)
Fax: 413-535-4204           Contingent
                            Unliquidated

Societe Generale            Guarantee Obligation   $15,000,000
1221 Avenue of the Americas (Millennium)
11th Floor                  (as of 5/31/03)
New York, NY 10020          Contingent
Attn: Robert Preminger      Unliquidated
Fax: 212-278-5703
Tel: 212-278-6136/6148

Tennessee Valley Authority  Guarantee Obligation   $15,000,000
400 West Summit Hill Drive  (Energy Trading)
Knoxville, Tennessee 37914  (as of 5/31/03)
Fax: 865-632-3212           Contingent
                            Unliquidated

   
POLAROID: Asks Court to Extend Lease Decision Time Until Nov. 30
----------------------------------------------------------------
Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Wilmington, Delaware, relates that Polaroid Corporation
and its debtor-affiliates are lessees under a number of unexpired
non-residential real property leases.  Although almost all of the
Unexpired Leases have been rejected or assumed and assigned
pursuant to the Asset Purchase Agreement and the Sale Order, the
Debtors are still in the process of determining whether any
valuable real property leases should remain with the Debtors'
estates.

All of the Unexpired Leases remaining with the estates are assets
of the Debtors' estates.  The Unexpired Leases, to the extent
that these were not assumed and assigned pursuant to the APA and
the Sale Order, may have some value to the Debtors' estates.

Mr. Galardi tells the Court that although the Debtors expect that
they ultimately may seek the Court's permission to reject some,
if not all, of the Unexpired Leases remaining with their estates,
some of the remaining Unexpired Leases may prove to be "below
market" that may yield value to the estates through their
assumption and assignment to third parties.  Until the Debtors
have had the opportunity to complete a thorough review of all of
the remaining Unexpired Leases, they cannot exactly determine the
Unexpired Leases that must be assumed, assigned, or rejected.
Presently, they have made substantial progress in their
evaluation and have either rejected or assumed and assigned a
significant portion of the leases.

However, the Debtors have not yet been able to assess the value
of marketability of all of the Unexpired Leases.  Therefore, they
cannot make determinations of the Unexpired Leases that must be
assumed or rejected under the present deadline.

Accordingly, the Debtors ask the Court, under Section 365(d)(4)
of the Bankruptcy Code, to extend the time within which they must
assume or reject their unexpired leases of non-residential real
property through and including:

    (a) the earlier of November 30, 2003, that is approximately
        four months from July 31, 2003, the deadline previously
        ordered by the Court; or

    (b) the date of confirmation of a plan of reorganization.

Mr. Galardi contends that the extension should be granted pursuant
to Section 365(d)(4), since:

    (a) the large and complex nature of the Debtors' cases;

    (b) the Debtors had its primary focus on obtaining the
        approval of the Second Amended Plan and facilitating the
        ongoing investigation by the Examiner, they are unable
        to finish its Leases evaluation;

    (c) since the Petition Date, the Debtors have remained, and
        will continue to remain, current on all of their
        postpetition rent obligations; and

    (d) if the time for the Debtors to assume or reject their
        Unexpired Leases is not extended, the Debtors may be
        compelled prematurely to either assume substantial,
        long-term liabilities under the Unexpired Leases,
        potentially creating administrative expense claim, or
        forfeit benefits associated with some of the Unexpired
        Leases.

The Debtors hope to complete the task of analyzing the remaining
Unexpired Leases during the time period.  However, given the
importance of the process, Mr. Galardi clarifies that the request
is without prejudice to the Debtors seeking a further extension
of the Section 365(d)(4) deadline if circumstances so warrant.
(Polaroid Bankruptcy News, Issue No. 40; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


PRIMEDIA INC: Look for Second-Quarter 2003 Results by Month-End
---------------------------------------------------------------
PRIMEDIA (NYSE: PRM) will report its 2003 second quarter earnings
on Thursday, July 31, 2003.

The Company plans to hold a conference call on July 31, 2003 at 10
am, Eastern Time.

Via Phone

In order to participate in the call, please dial 1(800) 223-9488
if you are in the U.S., or 1(785) 832-2267 if you are outside the
U.S. Conference ID IS PRIMEDIA. You should dial in at least five
minutes prior to the start of the call.

A recorded version will also be available after the conference by
calling 1(877) 710-5302 in the U.S., or 1(402) 220-1605, if you
are outside the U.S. The recorded version will be available two
hours after the completion of the call until 7:00pm ET, August 6,
2003.

Via Internet

Access to the live and replay audio version of the second quarter
earnings conference call will be available on our website at
http://www.primedia.com(you will not be able to ask questions via  
Web site).

PRIMEDIA is the largest targeted media company with leading
positions in consumer and business-to-business markets.  Our
properties deliver content via print, along with video, the
Internet and live events and offer highly effective advertising
and marketing solutions in some of the most sought after niche
markets.  With 2002 sales from continuing businesses of $1.6
billion, PRIMEDIA is the #1 special interest magazine publisher in
the U.S. with more than 250 titles.  Our well known brands include
Motor Trend, Automobile, New York, Fly Fisherman, Power &
Motoryacht, Ward's Auto World, and Registered Rep. The company is
also the #1 producer and distributor of free consumer guides,
including Apartment Guides.  PRIMEDIA Television's leading brand
is the Channel One Network and About is one of the largest sources
of original content on the Internet.  PRIMEDIA's stock symbol is:
NYSE: PRM.  More information about the company can be found at
http://www.primedia.com

As previously reported in Troubled Company Reporter, Standard &
Poor's Ratings Services revised its outlook on publisher PRIMEDIA
Inc., to stable from negative.

At the same time, Standard & Poor's assigned its 'B' rating to
PRIMEDIA's $300 million, privately placed, Rule 144A senior notes
due 2013. In addition, Standard & Poor's affirmed its 'B'
corporate credit and other outstanding ratings on New York City-
based PRIMEDIA. Total debt and preferred stock as of March 31,
2003, totaled about $2.4 billion.


READER'S DIGEST: Names Lauren Bogad Jay as Associate Publisher
--------------------------------------------------------------
Reader's Digest magazine named Lauren Bogad Jay as Associate
Publisher/Group Marketing, it was announced by Laura McEwen, Vice
President and Publishing Director.  Jay will join Reader's Digest
on July 22 from YM Magazine, where she was Associate
Publisher/Marketing.

"I am delighted that Lauren is joining Reader's Digest, America's
leading magazine brand," McEwen said.  "Lauren is an extraordinary
builder of brands and has a unique ability in the area of cross-
platform partnerships.  She will bring fresh thinking about
Reader's Digest to the marketplace and will be an outstanding
addition to an already tremendous team."

Jay's arrival will be a reunion, as she worked at Reader's Digest
in the 1990s as Marketing Director and Creative Marketing Manager.  
In her new role, she will be responsible for brand development and
marketing of Reader's Digest magazine, Reader's Digest Large Print
Edition, U.S. Selecciones and RD Specials.  Her role will be to
elevate the Reader's Digest magazine and brand assets to the
advertising and media community.  Jay will report to McEwen.

Lauren Jay has been with YM since 2000.  There, she developed
partnerships with MTV, Wal-Mart and Fox's American Idol.  She held
previous positions in marketing and promotion at publications
including Self, New Woman and Condi Nast Traveler.  Jay is an
active member of Cosmetic Executive Women and Fashion Group.  She
resides in Summit, N.J. with her husband, Evan, and daughter,
Lily.  A new addition to the family is expected soon.

The Reader's Digest Association, Inc. (NYSE: RDA), is a global
publisher and direct marketer of products that inform, enrich,
entertain and inspire people of all ages and all cultures around
the world.  The company's main Web site is at http://www.rd.com   
Revenues were $2.4 billion for the fiscal year ended June 30,
2002.  Global headquarters are located at Pleasantville, New York.

As reported in Troubled Company Reporter's May 2, 2003 edition,
Standard & Poor's Ratings Service placed its 'BB+' corporate
credit rating for Reader's Digest Association Inc. on CreditWatch
with negative implications.

Pleasantville, New York-based Reader's Digest Association
publishes one of the world's highest circulating paid magazines
and is a leading direct marketer of books. Total debt as of
March 31, 2003, was $917 million.


REDBACK NETWORKS: Reaches Pact with Bondholders to Retire Debt
--------------------------------------------------------------
Redback Networks Inc. (Redback) (Nasdaq:RBAK), a leading provider
of next-generation broadband networking equipment, has entered
into a lock-up agreement with holders of 67% of Redback's 5%
Convertible Subordinated Notes due 2007 relating to a proposed
recapitalization transaction involving a debt for equity exchange.

"We're very excited that this restructuring will significantly
improve Redback's balance sheet and cash flows, therefore creating
financial stability," said Kevin A. DeNuccio, President and CEO of
Redback Networks. "This new financial model will increase our
ability to innovate and grow."

As part of the recapitalization, the Notes will be exchanged for
common stock. If all of the Notes are exchanged, the noteholders
will receive approximately 95% of the issued and outstanding
common stock immediately following completion of the transaction
and the existing holders of common stock will initially retain
approximately 5% of the issued and outstanding common stock of the
company. In addition, Redback's existing common stockholders will
receive the right to increase their ownership by approximately an
additional 10% of the company's outstanding common stock through
the issuance of two types of seven-year warrants: one for up to
approximately 5% of the issued and outstanding common stock at an
exercise price based on a company enterprise value of $250 million
and one for up to approximately an additional 5% of the issued and
outstanding common stock at an exercise price based on a company
enterprise value of $500 million.

During the past year, Redback has made significant progress toward
reducing operational costs, refocusing R&D efforts on next
generation broadband and IP network development, and putting a
management team and growth plan in place to execute on its long-
term vision. "We believe this transaction positions us to play a
significant role in the rapidly growing market for next-generation
broadband networks," said DeNuccio.

Completion of the transaction is subject to completion of the note
exchange offer, which requires a minimum tender of 98% of the
outstanding principal amount of the Notes, approval of existing
stockholders, regulatory approval and other customary conditions.
Redback expects to register the exchange offer and make other
required filings with the Securities and Exchange Commission (SEC)
in the next few weeks.

Redback enables carriers and service providers to build profitable
next-generation broadband networks. The company's User Intelligent
Networks(TM) product portfolio includes the industry-leading
SMS(TM) family of subscriber management systems, and the
SmartEdge(R) Router and Service Gateway platforms, as well as
comprehensive User-to-Network operating system software, and a set
of network provisioning and management software.

Founded in 1996 and headquartered in San Jose, Calif., with sales
and technical support centers located worldwide, Redback maintains
a growing and global customer base of more than 500 carriers and
service providers, including major local exchange carriers (LECs),
inter-exchange carriers (IXCs), PTTs and service providers.


REDBACK NETWORKS: Has Until August 23 to Meet Nasdaq Guidelines
---------------------------------------------------------------
Redback Networks Inc. (Redback) (NASDAQ:RBAK), a leading provider
of next-generation broadband networking equipment, announced that
on June 23, 2003, it received a decision from the Nasdaq's Listing
Qualifications Panel granting Redback's request for an exception
to the National Market's minimum bid price requirement, as set
forth in Nasdaq Marketplace Rule 4450(a)(5).

The Panel determined to provide Redback with additional time to
allow for developments in the Securities and Exchange Commission's
rulemaking process. Accordingly, Redback now has until at least
August 23, 2003 to regain compliance with Nasdaq's minimum bid
price requirement.

Redback enables carriers and service providers to build profitable
next-generation broadband networks. The company's User Intelligent
Networks(TM) product portfolio includes the industry-leading
SMS(TM) family of subscriber management systems, and the
SmartEdge(R) Router and Service Gateway platforms, as well as
comprehensive User-to-Network operating system software, and a set
of network provisioning and management software.

Founded in 1996 and headquartered in San Jose, Calif., with sales
and technical support centers located worldwide, Redback maintains
a growing and global customer base of more than 500 carriers and
service providers, including major local exchange carriers (LECs),
inter-exchange carriers (IXCs), PTTs and service providers.

As previously reported, Standard & Poor's lowered its corporate
credit rating on Redback Networks Inc., to triple-'C'-plus from
single-'B'-minus. At the same time, Standard & Poor's rating on
the company's convertible subordinated notes was lowered to
triple-'C'-minus from triple-'C'.

The outlook is negative.

The rating actions reflect Redback's reduced liquidity and
significantly lower revenue outlook, amid expected continued
weakness in telecommunications capital spending.


RICA FOODS: Fails to Comply with AMEX Continued Listing Criteria
----------------------------------------------------------------
Rica Foods, Inc. (Amex: RCF), received notice from the American
Stock Exchange indicating the Company is no longer in compliance
with certain continued listing standards and that the staff of the
AMEX intends to file an application with the Securities and
Exchange Commission to strike the Company's common stock from
listing and registration on the AMEX. The Company has exercised
its right to appeal the decision and has requested a formal
hearing to continue its listing on the AMEX.

The staff of the AMEX has informed the Company that the Company's
noncompliance with the AMEX listing standards stems from (i) the
Company's filing a defective Form 10-K for the fiscal year ended
September 30, 2002 due to the omission of a signed report of a
Certified Public Accountant in violation of Section 1002(d) of the
AMEX Company Guide; and (ii) the Company's filing its Form 10-Qs
for the periods ended December 31, 2002 and March 31, 2002 without
the review of an Independent Auditor in violation of Section
1002(d) of the AMEX Company Guide.

There can be no assurance that the Company's request for continued
listing will be granted. If the Company is unsuccessful in its
appeal, the Company will seek to take steps to enable its shares
of common stock to trade on the Over-the-Counter Bulleting Board
(OTCBB), a regulated quotation service that offers real time
quotes and volume information in over-the-counter securities.
There can be no assurance that the Company's shares of common
stock will be eligible to trade on the OTCBB.

                          *    *    *

                      Financial Condition

Operating activities: As of March 31, 2003, the Company had $3.07
million in cash and cash equivalents. The working capital deficit
was $13.93 million and $9.78 million as of March 31, 2003 and
September 30, 2002, respectively. The current ratio was 0.74 as of
March 31, 2003 and 0.79 as of September 30, 2002.

Cash provided by operating activities amounted to approximately
$5.13 million and $4.31 million for the six months ended March 31,
2003 and March 31, 2002, respectively. The decrease in cash
provided by operations is mainly due to a decrease in net income,
offset by a relative increase in accounts payables and a decrease
in amounts of notes and accounts receivables.

The Company retired damaged production equipment from the further
processing plant with a book value amounting to approximately $1
million. Currently, the Company is reconstructing plant facilities
and purchasing production equipment. The Company anticipates that
approximately 60% of total reconstruction cost will be covered by
insurance. The Company has received an approximated 30% cash in
advance from the insurance and estimated the remaining amount will
be received by the end of June 2003. Currently, the Company has
invested approximately $384,000 for reconstructing facilities and
purchasing equipment of which 80% was received from the insurance
company. For the remaining of fiscal 2003, the Company believes
will need funds of approximately $1.3 million to conclude the
reconstruction of the further processing plant, of which
approximately 57% will be covered by insurance coverage and the
remaining to be covered by the company from external financing
sources and operating cash flow.

The Company intends to acquire, for an aggregate of $2.58 million
a stake participation of 51% in Logistica de Granos, S.A., from
Port Ventures, S.A., a Company owned by Jose Pablo Chaves, son of
the Company's Chairman and C.E.O. Notwithstanding, Jose Pablo
Chaves is not an insider nor officer of the Company. The Company
has obtained a fairness opinion valuation of the transaction which
has been analyzed by the Audit Committee and Board of Directors of
the Company, the Board of Directors of Corporacion As de Oros,
S.A. as the proposed acquirer, and Pacific Life Insurance Company.
The transaction is subject to final approval of the stock purchase
agreement by the Audit Committee and the Board of Directors of the
Company.

Logistica is a Costa Rican Company who holds a 19% minority
participation in two Costa Rican private companies who as part of
modernization process of seaport activity in Costa Rica, obtained
a public bidding for the construction, operation, maintenance,
exploit and subsequent transfer to the Government, of a new
terminal for bulk in Puerto Caldera, and the operations,
maintenance and exploit of actual installations in Puerto Caldera.
Puerto Caldera is the largest Seaport in the Pacific Coast of
Costa Rica. This acquisition will add further expand the vertical
integration of the Company, incorporating the disembarkment of the
imported grains to its process.

The Company expects to close this transaction before fiscal year
end, when the definitive approval of the Government of Costa Rica
is expected to be obtained.

In addition, the Company believes for the rest of fiscal year
2003, it will invest in approximately an additional $2.5 million
of property, plant and equipment, of which approximately $1.6
million is related to reconstruction of the further processing
plant.

Cash used for financing activities for the six months ended
March 31, 2003 amounted to $2.90 million compared to cash used for
financing activities amounting to $1.64 million during the six
months ended March 31, 2002. For the six months ended March 31,
2003, the Company retired $15.04 million of short-term and long-
term debt compared to $17.41 million for its comparable period
during fiscal year 2002. Financing activities reflect required
principal and interest payment of $4.7 million on January 15,
2003, thereby reducing the outstanding amount to $8 million from
an original $20 million.

The Company owns virtually all of the property, plant and
equipment it uses in its production facilities and financial
headquarters in Costa Rica, of which some assets are pledged as
security for the credit facilities aggregating to $7.3 million. In
addition, $1.7 million of assets are being pledged as collateral
for the Polaris litigation. The Company leases or rents the
majority of the assets it uses in its distribution and retail
operations. The Company has operating leases for vehicles,
equipments and building facilities for its restaurants and retail
outlets.

The Company has been reliant and continues to rely upon cash from
operations, short-term bank lines of credit, vendor financing, and
long-term debt to provide cash to finance its operational,
investing and financial activities.

                         Short-Term Debt

As of March 31, 2003, the Company had arranged 8 short-term lines
of credit and commitments with banks and raw material suppliers
for a maximum aggregate principal amount of $20 million, of which
$17.5 million has been utilized.

As of March 31, 2003, Notes payable amounted to $19.61 million,
and were due from April 2003 through November 2003 and bear annual
interest at rates ranging from 3.62% to 9.50% in U.S. dollars and
from 24.00% to 24.75% in Costa Rican colones. As of March 31,
2003, Lines of Credit with a maximum principal balance of $7
million were secured by property with an estimated market value of
approximately $2.14 million. The other Lines of Credit are not
secured by assets of the Company.

As of March 31, 2003, $7.2 million of the Lines of Credit with raw
material suppliers are included in accounts payable on the
Company's balance sheet.

                           Long-Term Debt

As of March 31, 2003, Long-term debt amounted to $18.79 million
which $7.85 million in principal amount was due in the short-term.
Long-term debt is primarily denominated in U.S. dollars and bears
interest at rates that range from 2.78% to 11.96% in U.S. dollars
and 24% in colones. As of March 31, 2003, Part of the Long-term
debt was secured by property valued at $4.8 million.

As of March 31, 2003, the Company had long-term line of credit
agreements with banks for a maximum aggregate amount of $1
million, which had not been used, bearing interest rates of 8.75%,
which is unsecured.

As a general practice in Costa Rica, banks require high-ranking
executives of the companies to serve as guarantors of loans.
Accordingly, Mr. Calixto Chaves and/or Mr. Jorge Quesada
personally guaranteed (the "Guarantee Services") the repayment of
Lines of Credit, and the Short and Long-Term Bank Lines. As of
March 31, 2003, Mr. Chaves and Mr. Quesada had provided Guarantee
Services with respect to bank lines with a maximum principal
balance of $27 million and $13 million, respectively. The Company
believes that it is, and in the near future will be substantially
dependent on Mr. Chaves, Mr. Quesada, or another third party to
provide the Guarantee Services in order for the Company to secure
financing on terms comparable to the terms provided by the Lines
of Credit and Long-Term Bank Lines. Neither Mr. Chaves nor Mr.
Quesada have an obligation to provide Guarantee Services to the
Company in the future.

During the first quarter of 1998, the Company completed a private
placement with Pacific Life Insurance Company of $20 million in
notes payable bearing an annual interest rate of 11.71%, (11.96%
beginning in January 2001) and comprised of $8 million in Series A
Senior Notes and $12 million in Series B Senior Notes. The Notes
are not secured by the Company's assets. However, Pipasa and As de
Oros serve as guarantors of the Notes. The principal amount of the
Notes is payable in five consecutive annual installments of $4
million each commencing January 15, 2001. Interest is payable
semiannually on the unpaid balance until the principal amount is
paid in full.

In connection with the issuance of the Notes, the Company entered
into certain negative covenants in favor of PacLife. More
specifically, among other things, the Company covenanted to
refrain from participating in any material transaction, except
transactions in the ordinary course of business with arms-length
terms with any person (other than a subsidiary) which directly or
indirectly through one or more intermediaries controls, is
controlled by, or is in common control with the Company. The
Company further agreed that it would not incur additional debt
unless that ratio of the Company's consolidated total debt to the
Company's consolidated earnings before interest, taxes,
depreciation, and amortization ("EBITDA") was less than 3 to 1.
Likewise, the Company agreed to restrict its subsidiaries from
incurring any additional debt unless the sum of (i) the total debt
outstanding of all subsidiaries and (ii) debt secured by liens
does not exceed .5 times the Company's EBITDA. The Company also
covenanted that it would not create or incur any lien securing its
consolidated total debt unless the sum of (i) the debt secured by
such liens and (ii) the debt incurred by the Company's
subsidiaries pursuant to the Subsidiary Debt Covenant would not
exceed 0.5 times the Company's consolidated earnings before
interest, taxes, depreciation, and amortization and the debt could
be incurred by the Company pursuant to the New Debt Covenant. The
Notes contain a provision requiring the Company to pay PacLife a
fee in the event the Notes are satisfied prior to their scheduled
maturity.

The Company has paid PacLife all required principal and interest
payments due under the Notes in accordance with the term of the
Notes.

As of January 14, 2002, the Company obtained a waiver of certain
possible breaches of the Negative Covenants contained in the
Amended and Restated Note Purchase Agreement dated December 28,
2001, among Rica, Pipasa, As de Oros, and PacLife. The potential
breaches did not involve any payment violation. As of September
30, 2002 and December 31, 2002, the Company had regained
compliance with the provisions of all except one of the Note's
covenants regarding transactions with affiliates of which, PacLife
has granted the Company a conditional waiver with respect to the
Company's breach of the Affiliate Covenant. As a condition to the
waiver, the Company has agreed that the aggregate amount of the
loans to affiliates shall not be increased at any time, and, if
any of such loans are repaid, neither the Company nor any of its
subsidiaries shall make any additional affiliate loans.

Pursuant to the terms of the Amended Agreement, the Company is
obligated to furnish PacLife, within 120 days after the end of
each fiscal year, audited financial statements for the preceding
fiscal year and an auditor's certificate indicating that the
auditor is not aware of any events of default under the Amended
Agreement. The auditing firm must be of recognized "national"
standing.

As a result of the Company's inability to provide PacLife the
Financial Certifications on January 28, 2003, the Company has
technically defaulted under the Amended Agreement and has until
February 27, 2003 to cure the event of default. If the default is
not cured PacLife has the right to declare all of the outstanding
Notes immediately due and payable and demand immediate payment of
the entire unpaid principal amount of such Notes, plus accrued and
unpaid interest thereon plus a yield maintenance amount. The
Company is in the process of requesting a waiver from PacLife.

As of March 31, 2003, the Company believes it has breached on of
the Negative Covenant relating to excess of liens permitted. The
Company has requested a waiver from PacLife.

Although the Company has engaged a new Independent Auditor, as of
the date of this report has not yet issued an audited financial
statements for fiscal year 2002.

The Company projects that as of March 31, 2003, it will need to
satisfy at least $1 million of short-term debt, long-term debt and
capital lease payments within the next twelve months. The Company
also projects that it will seek to acquire the use of
approximately an additional $2.5 million of property, plant and
equipment within fiscal 2003, the use of which equipment may be
secured by purchase or leased. Aside from cash generated from
operations and the financing sources previously described, the
Company has not secured financing to satisfy the Company's
projected capital needs.

The Company expects to continue to generate cash from operations
and has been seeking to conserve its capital resources by leasing
and renting items of property, plant and equipment. The Company
has used lines of credit as a means of financing for more than 25
years, and has historically been able to increase limits on its
lines of credit when necessary.

Although the Company has been exploring more cost efficient and
longer term sources of capital, the Company has not yet secured an
alternative long-term financing source that would insulate it from
the risks associated with a loss of one of its relatively short-
term capital sources. Nevertheless, management expects that there
will be sufficient resources available to meet the Company's cash
requirements for the next 12 months.


SAMUELS JEWELERS: Lenders Extend Facility & Junior Loan Maturity
----------------------------------------------------------------
On June 18, 2003, Samuels Jewelers, Inc., agreed with the lenders
under both its $20 million senior revolving credit facility and
its junior loan agreement to extend the termination date of the
indebtedness thereunder to August 31, 2003.

The indebtedness under both the senior revolving credit facility
and the junior loan agreement had previously been scheduled to
mature and become immediately due and payable on June 30, 2003.
The lenders for both the senior revolving credit facility and the
junior loan agreement are represented by and affiliated with DDJ
Capital Management, LLC, which beneficially owns, through funds
controlled by it, a controlling interest in the Company.

As of June 30, 2003, the Company had borrowings of $18.6 million
outstanding under the senior revolving credit facility with
additional credit available of approximately $1.3 million, which
such amount includes the overadvance availability under such
facility. Also, as of such date, the Company had borrowings of
$40.2 million outstanding under the junior loan agreement,
including $.7 million of unpaid interest which has been added to
the junior loan balance.

The Company's management continues to consider strategies to
improve the Company's results of operations, liquidity and
financial condition so that it may continue to operate as a going
concern. Such strategies include, without limitation, seeking a
longer-term extension of the Company's existing financing,
obtaining commensurate or better financing from new lenders,
reviewing the Company's operations and acting, based upon such
review, to improve store operating margins and cut overhead
expenditures. Management does not necessarily consider any
strategies to be mutually exclusive and is reviewing the potential
of pursuing strategies in some combination.

Samuels Jewelers (formerly Barry's Jewelers) -- whose March 31,
2003 balance sheet shows a total shareholders' equity deficit of
about $27 million -- has tightened up its credit policies and
targeted higher-end customers after a couple of trips through
bankruptcy. Samuels sells diamond and gemstone jewelry at over 160
stores in 23 states. It operates stores primarily under the
Samuels Jewelers and Samuels Diamonds banners and is converting
its other stores to those names. Having emerged from Chapter 11 in
1992, the company returned to bankruptcy protection in 1997 before
emerging again the following year. Since then Samuels has bought
several other chains. DDJ Capital Management owns 49% of the
company.  


SCOTTS CO.: Expects Improved Sales Performance in Fiscal 2003
-------------------------------------------------------------
The Scotts Company (NYSE: SMG), the global leader in the consumer
lawn and garden industry, expects sales in fiscal 2003 will grow
in the mid-single digits on a percentage basis compared to last
year.

"Even with the challenges we faced in the third quarter,
particularly April, we're confident that we will achieve double-
digit adjusted net income growth this year," said Jim Hagedorn,
chairman and chief executive officer. "We continue to strive for
our original goal of 15 percent net income growth and remain
encouraged by strong consumer demand for our products. At our
largest retail partners, including Kmart, consumer purchases of
our products is up 7 percent on a year-to-date basis and about 3
percent for the quarter. In markets like the Midwest, where
weather in May and June was favorable for gardening activities,
consumer purchases were even stronger."

Hagedorn said shipments to independent garden centers and hardware
stores -- a major focus for Scotts in 2003 -- have increased about
9 percent year-to-date.

For the recently ended third quarter -- the peak of the gardening
season -- sales will be essentially flat to the $689 million
reported for the same period last year. The Company said sales in
May and June improved from 2002, but were not enough to offset the
impact of cold and wet weather in April. Adjusted net income in
the quarter, which excludes restructuring and other items, is
expected to range from $89-93 million.

The Company will report complete third quarter and year-to-date
results on July 31, 2003. Scotts management will hold a conference
call that same day to discuss these results and provide a more
complete overview related to the balance of the year.

"Overall, we expect the category in the U.S. will grow 4 to 5
percent this year and we believe we have gained market share
throughout the season," Hagedorn said. "These facts demonstrate
that the fundamentals of the business remain as strong as ever.
While we could not have predicted the impact of wet and cold
weather in many critical markets, we are controlling expenses to
help offset this year's challenges.

"There are a lot of great stories at Scotts. Our European business
continues to perform in line with expectations and our U.S.
advertising strategy has been strongly accepted by consumers. Even
with our challenges, we continue to post strong results while
investing in long-term initiatives like new product categories
such as pottery, retail channel development, improved in-store
execution and Scotts LawnService. Those investments are why we
remain steadfast in our long-term goals to continue growing sales
in the mid to high single digits and consistently grow earnings by
double digits."

The Scotts Company (S&P, BB Corporate Credit Rating, Positive) is
the world's leading supplier of consumer products for lawn and
garden care, with a full range of products for professional
horticulture as well. The company owns the industry's most
recognized brands. In the U.S., the company's Scotts(R), Miracle-
Gro(R) and Ortho(R) brands are market leading in their categories,
as is the consumer Roundup(R) brand which is marketed in North
America and most of Europe exclusively by Scotts and owned by
Monsanto. In the Europe, Scotts' brands include Weedol(R)
Pathclear(R), Evergreen(R), Levington(R) Miracle-Gro(R), KB(R),
Fertiligene(R) and Substral(R).


TEXAS COMMERCIAL: Sues Power Market Participants Citing Fraud
-------------------------------------------------------------
Texas Commercial Energy has filed a federal antitrust lawsuit
against various electric companies claiming that they violated
federal and state law by illegally manipulating the Texas electric
market and fraudulently inflating prices. The lawsuit was filed in
the Federal District Court in the Southern District of Texas,
Corpus Christi Division where Texas Commercial Energy filed for
Chapter 11 bankruptcy protection on March 6, 2003.

"Texas Commercial Energy is a victim of market power abuses in an
energy marketplace that is mandated by Senate Bill 7 to be a level
playing field for all participants," said Mike Shirley, president
of TCE.

The defendants named in the lawsuit are all participants in the
Texas electric market and include affiliates of TXU, Reliant,
American Electric Power and Mirant.

The lawsuit claims that the willful actions of the defendants
damaged TCE's financial stability and corporate reputation forcing
the company to file for Chapter 11 bankruptcy protection in order
to protect its entire customer base from being transferred to
higher cost providers and to allow the company time to prove that
it had been victimized by market manipulation.

TCE's complaint explains that at the time of the most notable and
damaging series of manipulative events in February 2003 TCE was a
profitable and competitive Retail Electric Provider generating
annualized revenues of over $200 million. The complaint further
states that defendants' illegal acts resulted in $15 million of
fraudulent charges for TCE, as well as a financial crisis for the
company and many of its customers.

"This is all about big business abusing power and purposefully
manipulating markets to help themselves, while hurting smaller
Texas companies and consumers," Shirley stated.

TCE's lawsuit presents evidence to demonstrate that the defendants
have a history of repetitive and illegal market manipulation.
"Even as we present extensive, compelling evidence, we will not be
surprised if these defendants try to shift the focus of this
litigation from their anticompetitive, fraudulent actions to a
debate about our company's operations and ability to compete,"
Shirley commented.

According to TCE, all of the defendants - as a condition of
selling power in Texas - were required in June 2002 by the Public
Utility Commission of Texas to execute affidavits affirming that
they would not engage in the type of manipulation and other
fraudulent activities experienced in California. They also agreed
that they understood that such actions would not be tolerated nor
allowed in Texas. The defendants were also required to affirm that
they had sufficient management controls in place to ensure that
their companies would not practice such abuses in the future.

Shirley noted, "The PUCT, as the governing body of Texas' energy
marketplace, required these affidavits after its earlier
investigations into 2001 market manipulation abuses led to over
$10 million in fines being levied against four Electric
Reliability Council of Texas market participants, including TXU,
Reliant, Mirant and AEP."

"TCE believes that the PUCT knew these prohibited activities had
occurred and could potentially occur again in the Texas market,"
Shirley said. "TCE also believes the PUCT wanted these affidavits
as assurances from the market participants that they would not
engage in such activities. It is precisely these types of
fraudulent transactions that played a major part in the failure of
the California deregulated electric market. Unfortunately, such
behavior continues to occur in Texas despite the efforts of the
PUCT to prevent it."

The lawsuit also states that anticompetitive practices by the
defendants have purposefully burdened consumers with unnecessarily
high energy prices, willfully undermined the creation of a
competitive energy marketplace in Texas as mandated by Senate
Bill 7, and seriously damaged TCE's ability to operate as a
competitive Retail Electric Provider.

In its complaint, TCE references a recent PUCT investigation
citing continuing manipulation in the ERCOT. The legal filing
further references a summary report submitted March 18, 2003 in
PUCT Docket No. 24770, in which the PUCT's Market Oversight
Division found that "hockey-stick bidding" materially contributed
to the price spikes that were completely out-of-line with any
rational basis for the cost. The MOD report summarizes that,
absent this market manipulation, the market clearing price for
energy should have been $299 per MWh or less, rather than the $990
per MWh which occurred during the time periods in question.

Shirley said, "TCE filed this lawsuit because we believe that
illegal and anticompetitive market manipulation will continue
until strict enforcement and punishment convince these power
market abusers that they cannot prey on Texas consumers and
businesses."

"Underhanded tactics in energy trading were at the heart of
California's energy crisis," Shirley stated. "Consumers must now
face the reality that such tactics continue to be employed in
Texas. While the model for Texas deregulation includes many
progressive features, regulators and law makers must have zero
tolerance for market manipulation that damages the public trust,
increases prices for consumers and tries to stamp out competition
in order to line the pockets of a few large companies."

"TCE remains committed to its customers and is determined to
emerge stronger than ever from the Chapter 11 filing," Shirley
said. "Despite being victimized by the market, TCE is on track
with its plan of reorganization and is continuing to grow its
customer base by offering customers guaranteed switching and
billing services."


UNITED AIRLINES: Asks Court to Okay Slush Fund for Key Employees
----------------------------------------------------------------
United Airlines Association of Flight Attendants, AFL-CIO, Master
Executive Council President Greg Davidowitch made this statement
on the flight attendants' intention to file an objection with the
bankruptcy court over United's proposed new Key Employee Retention
Program for mid level management employees:

"As our country celebrated our nation's birthday, United
management celebrated by asking the bankruptcy court to grant
gifts to 'key employees' that are being paid for with money
provided by United workers' concessions. It's as if United decided
that an appropriate way to celebrate the Fourth of July would be
to take after former American CEO Donald Carty's idea that a few
should prosper at the expense of many.

"The need for this 'KERP' is fabricated. The flight attendants are
going to file an objection to this new money grab. People who are
committed to United's future success are not leaving the company
in any greater numbers than among other employee groups. On the
contrary, United's been praised by the media and Wall Street for
its ability to lure key talent from competitors and other
corporations.

"Flight attendants are outraged at the prospect of a select group
of employees receiving bonuses in light of what we have been
through the past two years. When we agreed to cut our pay and work
rules, it was with the promise of a better future for all United
employees. A critical component of the concessionary negotiations
is a Success Sharing Program that was designed to be fair and
equitable for everyone to share in the rewards of a new United
Airlines.

"Senior management should remember how contentious the last KERP
was for our members. This new KERP flies in the face of that
principle and can only be viewed as divisive and an abrogation of
the commitment for shared sacrifice.

"The dedicated, front line employees of United are key to its
successful reorganization. If United believes it necessary to
reward employees for their service to the company while in
bankruptcy, it should implement the Success Sharing Program a year
earlier than planned for all employees, not just a privileged few.

"We have worked with United management during the bankruptcy
process to ensure our airline's success, and we will continue to
do so. But, we will also challenge decisions when they demonstrate
the kind of poor judgment shown in the filing of this KERP motion.
This type of decision takes us two steps backwards as we struggle
to gain forward momentum for a successful emergence from
bankruptcy."

Once filed, the flight attendants' objection will be made
available at http://www.unitedafa.org More than 50,000 flight  
attendants, including the 24,000 flight attendants at United, join
together to form AFA, the world's largest flight attendant union.


UNITED AIRLINES: Denver Airport Demands $10M Admin Cost Payment
---------------------------------------------------------------
Denver International Airport, owned and operated by the City and
County of Denver, in connection with its Municipal Airport
System, is a United Airlines creditor.  DIA and United are
parties to certain agreements, including:

    (a) Airport Use & Facilities Lease Agreement; and
    (b) Special Facilities & Ground Lease.

Douglas W. Jessop, Esq., informs the Court that United has not
assumed nor rejected these Agreements.  Further, United owes DIA
$10,058,788 in stub rent, an administrative expense, accrued
during the stub period.  This amount should be paid immediately,
Mr. Jessop says. (United Airlines Bankruptcy News, Issue No. 22;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   


URBAN TELEVISION: Adds Justin A. Nemec to Board of Directors
------------------------------------------------------------
Urban Television Network Corporation (OTC Bulletin Board: URBT)
has added Justin A. Nemec as a member of its Board of Directors.

Justin has an extensive background in business and finance. He is
currently President of Preferred Real Services, Inc., a real
estate brokerage concern specializing in the liquidation of
foreclosed bank assets and commercial brokerage. Justin has
previously served as an officer of the Bright Banc Savings
Association in Dallas, Texas. Justin is a graduate of Iowa State
University with a business finance degree.

Randy Moseley, Chairman and CEO of Urban Television Network
Corporation said that the addition of Mr. Nemec to the Company's
Board of Directors adds to the Company's financial expertise in
developing and continuing its aggressive growth plan.

Fort Worth, Texas-based Urban Television Network Corporation is a
television network composed of affiliates broadcast television
stations across the country that air programming supplied by the
network via satellite transmission. The network competes with BET,
which is owned by Viacom Inc., for the urban market niche that the
Company believes is underserved at this time. The network has
approximately 70 affiliates with a household coverage of
approximately 22 million households. For additional information
about the Urban Television Network visit http://www.uatvn.com  

                         *     *      *

                   Going Concern Uncertainty

In its Form 10-QSB for the quarter ended March 31, 2003, Urban
Television Network' independent accountant, Jack F. Burke, Jr.,
stated:

"The [Company's] financial statements have been prepared assuming
that the company will continue as a going concern. . . .  [T]he
company has suffered losses from operations that raise substantial
doubt about its ability to continue as a going concern. . . .  The
financial statements do not include any adjustments that might
result from the outcome of this uncertainty."


US MINERAL: Plan Filing Exclusivity Extended Until July 16
----------------------------------------------------------
By order of the U.S. Bankruptcy Court for the District of
Delaware, United States Mineral Products Company and its debtor-
affiliates obtained an extension of their exclusive periods.  The
Court gives the Debtors until July 16, 2003 the exclusive right to
file their plan of reorganization and until September 16, 2003 to
solicit acceptances of that Plan.

United States Mineral Products Company doing business as Isolatek
International, manufactures and sells spray-applied fire resistive
material, insulation and acoustical products to the commercial and
industrial construction industry in North America, Central
America, South America and the Caribbean. The Company filed for
chapter 11 bankruptcy protection on June 23, 2001 (Bankr. Del.
Case No. 01-2471).  Aaron A. Garber, David M. Fournier and David
B. Stratton, at Pepper Hamilton LLP, represent the Debtor in its
restructuring efforts.


U.S. STEEL: Names John W. Pavia President of UEC Technologies
-------------------------------------------------------------
United States Steel Corporation (NYSE: X) President John P. Surma
announced that John W. Pavia has been named president-UEC
Technologies, LLC, U. S. Steel's technology consulting business.
He will also serve as president of the company's wholly owned
subsidiary, Met-Chem Canada, Inc., which provides engineering and
technical assistance to the mining, metallurgical, and mineral
processing industries. In his new position, he will report to
Bernard J. Fedak, managing director-engineering. The appointment
was effective July 1, 2003.

Pavia, 56, began his career with U. S. Steel in 1969 in the
maintenance department at the company's National-Duquesne Works
where he moved through a series of increasingly responsible
positions. In 1981, he was promoted to superintendent-maintenance
in the Fairfield (Ala.) Works pipe mill, and in 1985 he was named
area manager-caster maintenance. A year later he moved into plant
engineering as a senior project engineer.

In 1992, Pavia was promoted to project manager-caster at Mon
Valley Works near Pittsburgh, and later that year was named
manager-engineering at Clairton Works. He returned to Mon Valley
Works in 1996 as manager-engineering, and in late 1997 was
appointed vice president-technology and laboratory services for
UEC.

In 2000, Pavia was promoted to vice president-technology for USSK
in Kosice, Slovakia, a position he held until being named
president of UEC.

"With his extensive domestic and international experience in
engineering and technology, John Pavia is a natural choice to lead
the company's engineering technology business," said Surma.

Pavia graduated from the University of Pittsburgh in 1969 with a
bachelor's degree in electrical engineering, and in 1973 earned a
master's degree in business administration from the same
institution. He is a member of the Association of Iron and Steel
Engineers and the Slovak Metallurgical Society.

For more information on U. S. Steel, visit its Web site at
http://www.ussteel.com

                         *   *   *

As reported in Troubled Company Reporter's May 9, 2003 edition,
Standard & Poor's Ratings Services lowered its corporate credit
rating on integrated steel producer United States Steel Corp. to
'BB-' from 'BB' based on concerns about the firm's increased
financial risk.

Standard & Poor's said that it has removed its ratings on
Pittsburgh, Pennsylvania-based United States Steel from
CreditWatch, where they were placed with negative implications on
Jan. 9, 2003. The current outlook is negative. The company had
about $1.7 billion in lease-adjusted debt at March 31, 2003.

At the same time, Standard & Poor's said it has assigned its 'BB-'
rating to United States Steel Corp.'s proposed $350 million senior
notes due 2010.


USG CORP: Committee Takes Legal Action to Recover Transfers
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of USG Corporation
and its debtor-affiliates, reports that the Debtors made certain
transfers on account of antecedent debt while they were presumed
to be insolvent.  Due to the transfers, certain creditors received
more than that they would have received if the Debtors' cases were
under Chapter 7 of the Bankruptcy Code and more than that they
would received if the transfers had not been made.  These
creditors also received more than that they would receive under
the Chapter 11 provisions.

The Creditors' Committee asserts that, on behalf of the Debtors'
estates, it is entitled to avoid each of the transfers pursuant
to Section 547(b) of the Bankruptcy Code.  Accordingly, the
Committee asks the Court to decree that the prepetition payments
were preferential transfers pursuant to Section 547(b) and can be
avoided.  The Committee also demands that the creditor defendants
immediately pay to the estates an amount equal to the avoided
preferential transfers in accordance with Bankruptcy Code Section
550(a).  The Committee also asks the Court to disallow the
creditors' claims if they fail or refuse to turn over the avoided
preferential transfers to the estates and award the estates
interests at an appropriate rate per annum until the preferential
transfers are paid in full.

To minimize administrative expenses to the Debtors' estates, the
Creditors' Committee has commenced a single action against over
200 creditor defendants.  However, the Committee acknowledges
that when the claims are pursued, the claims against each
defendant should be litigated independently.

The largest creditor defendants include:

                                     Amount Received Within
     Defendant                       90 Days of the Petition Date
     ---------                       ----------------------------
     American Gypsum Company                 $7,947,607
     Bauta & Associates, P.A.                 8,000,000
     Cooney & Conway                         11,275,000
     Dietrich Industries, Inc.               12,490,144
     GTL Transportation                      11,236,183
     Husky Oil Ltd.                          22,958,321
     Hyundai Mip Dockyard Co.                 6,862,000
     Letica Co.                               6,677,022
     Louis J. Kennedy Trucking                5,950,342
     Marathon Oil Company                     6,462,148
     Marine Rock Pool Dist.                  18,919,338
     Motivation Excellence                    6,487,567
     Reliant Energy Services                  6,438,189
     Schilli Transportation                   5,088,592
     Seacoast Supply                          6,117,531
     Transcanada                             10,964,421
     U.S. Can Company                         5,339,890
     Umthun Trucking Company                  6,330,072
     Unimast, Incorporated                   13,992,984
     Ware Industries Corp.                   27,770,392
(USG Bankruptcy News, Issue No. 49; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


USGEN NEW ENGLAND: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: USGen New England, Inc.
        7600 Wisconsin Avenue
        Bethesda, Maryland 20814
        aka USGen Acquisition Corp.

Bankruptcy Case No.: 03-30465

Type of Business: The Debtor, an affiliate of PG&E Generating
                  Energy Group, LLC, owns and operates several
                  electric generating facilities in New England
                  and purchases and sells electricity and other
                  energy-related products at wholesale.

Chapter 11 Petition Date: July 8, 2003

Court: District of Maryland (Greenbelt)

Judge: Paul Mannes

Debtor's Counsel: John E. Lucian
                  Blank Rome LLP
                  250 West Pratt Street
                  Suite 2201
                  Baltimore, MD 21201
                  Tel: 410-659-3945

                        -and-

                  Marc E. Richards, Esq.
                  Edward J. LoBello, Esq.
                  Craig A. Damast, Esq.
                  Blank Rome LLP
                  The Chrysler Building
                  405 Lexington Avenue
                  New York, NY 10174
                  Tel: 212-885-5000

Total Assets: $2,337,446,332

Total Debts: $1,249,960,731

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
JP Morgan Chase Bank        Revolving Credit       $88,019,496    
One Chase Manhattan Plaza   Agreement (matures
8th Floor                   8/31/03)
New York, NY 10081
Ina Tjahjono
Tel: 713-750-2268

JP Morgan Chase Bank        Bear Swamp Lease       $16,329,425
Institutional Trust Svcs    Payment   
4 New York Plaza
15th Floor
New York, NY 10004
Gemmel Richards
Tel: 212-623-5113

New England Power           Power Purchases (PPA)   $9,663,266
55 Bearfoot Road            and other obligations
Northboro, MA 01532
Diane Pickett
Tel: 508-421-7168

Mohawk River Funding        Power Purchases (PPA)   $2,723,731
c/o El Paso Merchant Energy
1001 Louisiana Street
Houston, TX 77002
Kevin Anderson
Tel: 713-420-4374

TransCanada Gas Pipeline    Gas Transportation      $1,535,773
450 First Street SW
Calgary, AB T2P 5H1
Canada                 
Joan Craig
Tel: 403-920-5521

Algonquin Gas Transmission  Gas Transportation      $1,415,914
1284 Soldiers Field Road
Boston, MA 02135
Michael Culver
Tel: 713-627-5779

Covanta Haverhill           Power Purchases (PPA)   $1,062,813
100 Recovery Way
Haverhill, MA 01835
Wendy Giles
Tel: 978-372-6288

Resco North Andover         Gas Transportation        $750,000
285 Holt Road
North Andover, MA 01845
Karen Courville
Tel: 508-791-8900

ANR Pipeline Co.            Gas Transportation        $670,826    
12178 Collections Center
Drive
Chicago, IL 60693
Priscilla Pierson
Tel: 832-676-2627

Iroquois Gas Transmission   Gas Transportation        $559,841
One Corp. Drive
Suite 600
Shelton, CT 06484
Ivy Kao
Tel: 203-944-7020

Columbia Gas Transmission   Gas Transportation        $451,017
PO Box 641475
Pittsburgh, PA 03592
Susan Wade
Tel: 304-357-3702

Distrigas                   Gas Transportation        $392,087
One Liberty Square
11th Floor
Boston, MA 02109
Michelle Tiberi
Tel: 617-526-8372

Tenessee Gas Transmission   Gas Transportation        $345,133
PO Box 360127
Pittsburgh, PA 15251-6127
Janet Stewart
Tel: 832-676-2674

Siemens Westinghouse        Parts and Service         $327,205
Power Corp.
PO Box 371686
Pittsburgh, PA 15251-7686
Kirsten Schreiner
Tel: 407-736-3925

Town of Somerset            Brayton Point Water       $297,000
Water Dept.
PO Box 35
Somerset, MA 02726-0000
Bob Lima
Tel: 508-679-2793

O'Connor Constructors,      Brayton Point Unit 3      $266,151
Inc.                       outage work
45 Industrial Drive
Canton, MA 02021
Laura Altman
Tel: 718-830-1923

Pontook Operating           Power Purchases (PPA)     $190,405

State of New Hampshire      Water & Sewer             $170,000

Waste Management            Landfill for flyash       $167,000

Turnkey Landfill            Power Purchases (PPA)     $125,000


VALLEY MEDIA: Asks Court to Stretch Exclusivity through Aug. 11
---------------------------------------------------------------
Valley Media, Inc., asks the U.S. Bankruptcy Court for the
District of Delaware to further extend its exclusive periods to
file a plan of reorganization and solicit acceptances of that
plan.  The Debtors want its Exclusive Plan Filing Period extended
through August 11, 2003, and the Exclusive Solicitation Period to
run through October 13, 2003.

Prior to the Petition Date, Valley was the largest full-line music
distributor, and one of the largest distributors of videos and DVD
products in North America employing about 800 full- and part-time
employees.

The Debtor reports that it has made substantial progress in its
case.  Specifically in furtherance of the interests of its
creditors and estate, the Debtor has:

     i) accomplished significant progress in liquidating the
        estate for the benefit of creditors and has so far,
        collected $54 million in accounts receivables and the
        liquidation of non-inventory assets;

    ii) consummated agreements to sell the Debtor's inventory
        and has realized $31.5 million to date

   iii) successfully liquidated its remaining furniture,
        fixtures and equipment and recovered $2.4 million;

    iv) brought numerous preference, turnover and other actions
        against various defendants, seeking to bring more than
        $100.5 million into the estate

     v) reviewed and analyzed the myriad of prepetition and
        administrative claims filed against the Debtor's estate;

    vi) sought to identify and preserve estate assets and has
        worked to recover property of the estate;

   vii) kept creditors updated and informed regarding the
        ongoing asset sales process;

  viii) worked with the Committee and has responded to its
        requests for information necessary for the Committee to
        perform its fiduciary obligations;

    iv) rejected numerous unexpired leases of personal and real
        property and unexpired contracts not essential to the
        winding down process; and

     v) worked with the Committee to identify assets that are
        potentially available for distribution to creditors and
        discussed with the Committee the best method for winding
        up this case.

Valley Media Inc, a distributor of music and video entertainment
products, filed for chapter 11 protection on November 20, 2002
(Bankr. Del. Case No. 01-11353).  Neil B. Glassman, Esq., Steven
M. Yoder, Esq., and Christopher A. Ward, Esq., at The Bayard Firm,
represent the Debtor in its restructuring efforts. When the
Company filed for protection from its creditors, it listed
$241,547,000 in total assets and $259,206,000 in total debts.


VECTOUR INC: Entry of Final Decree Delayed Until Feb. 11, 2005
--------------------------------------------------------------
VecTour Inc., and its debtor-affiliates sought and obtained an
order from the U.S. Bankruptcy Court for the District of Delaware
delaying entry of a final decree and extending the time for filing
a final report.

The Debtors report that since the Confirmation Date, they have
made the initial distributions required in accordance with the
Plan.  However, a number of objections to claims and objections to
administrative claims are pending before the Court, as well as a
former landlord's motion to compel and an adversary proceeding to
determine the Debtors' interest in real property.  "Resolution of
these objections and motion is required in order to determine the
correct distribution amounts to the claimants as well as to the
Debtors' other creditors," VecTour says.

Moreover, distributions to general unsecured creditors are
expected to be funded from recoveries by the Litigation Trust,
mostly derived from the Debtors' avoidance actions and other
causes of action that have not yet been filed. The Debtor believes
that the Litigation Trust expects to file numerous complaints in
connection with such causes of action in the near future, but it
is not expected that all resulting proceedings could be resolved
and liquidated in less than 18 months.

Consequently, the Court delayed automatic entry of a final decree
through February 11, 2005.  The Debtors' consolidated final report
is due on January 11, 2005.

VecTour, Inc. is a leading nationwide provider of ground
transportation for sightseeing, tour, transit, specialized
transportation, entertainers on tour, airport transportation and
charter services.  The Company filed for chapter 11 protection on
October 16, 2001 (Bankr. Del. Case No. 01-10903).  David B.
Stratton, Esq., and David M. Fournier, Esq., at Pepper Hamilton
LLP, represent the Debtors in their restructuring effort.


WASTE SYSTEMS: Final Report Filing Deadline Moved to Nov. 14
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extends
Waste Systems International, Inc.'s deadline to file a Final
Report.  The Court will also delay automatic entry of final decree
closing these cases.  The Court gives the Debtors until November
14, 2003 to file their final report and will delay automatic entry
of a final decree through December 16, 2003.  

Waste Systems International, Inc., is an integrated non-hazardous
solid waste management company that provides solid waste
collection, recycling, transfer and disposal services to
commercial, industrial and municipal customers in the Northeast
and Mid-Atlantic Unites States. The Company filed for chapter 11
protection on January 11, 2001 (Bankr. Del. Case No. 01-00099).
Victoria Watson Counihan, Esq., at Greenberg Traurig LLP
represents the Debtors in their restructuring effort.


WEIRTON STEEL: Court Okays K&L & STB as Debtor's Special Counsel
----------------------------------------------------------------
Weirton Steel Corporation obtained permission from the Court to
employ Kirkpatrick & Lockhart LLP and Spilman, Thomas & Battle,
PLLC.

                           K&L Engagement

Pursuant to a May 16, 2003 engagement letter, the Debtor engaged
K&L to continue to provide Weirton advice in its Chapter 11 case.
The Debtor asked K&L to render legal services in connection with
matters, including, but not limited to:

    (a) ongoing primary legal services, including:

        -- general corporate, including corporate governance and
           corporate advice and planning, and securities matters,
           including SEC compliance and reporting matters;

        -- insurance coverage and related litigation; federal
           court and complex litigation regarding contract,
           commercial and other issue other than litigation in
           West Virginia state courts;

        -- ERISA counseling and compliance;

        -- intellectual property matters, including patent and
           trademark protection, licensing, prosecution of
           intellectual property rights and litigation other than
           pending litigation;

        -- federal and state environmental matters, including
           regulatory and litigation matters except for matters
           undertaken at the request of the General Counsel by
           STB;

        -- labor and employment matters; and

        -- governmental relations other than West Virginia
           related matters;

    (b) consistent with past and current engagement with the
        Debtor, which may include:

        -- assisting in the review of the pension, post-
           retirement medical plans, employee stock ownership
           plans and other employee benefits plans;

        -- assisting in the analysis of the Company's
           alternatives and advising management and the Board of
           Directors;

        -- drafting and preparing the documentation of new plan;

        -- negotiations with the Pension Benefit Guaranty
           Corporation as well as the Internal Revenue Service
           and the Department of Labor as necessary regarding the
           PBGC's becoming trustee of the Weirton Pension Plan
           and the party responsible for prospective
           administration and funding of the Weirton Pension Plan;

        -- negotiations with any committee appointed under
           Section 1114 of the Bankruptcy Code to represent the
           interests of beneficiaries of the Company's various
           post-retirement medical programs concerning amendments
           to or termination of these postpetition medical
           programs; and

        -- negotiating the legal aspects of any new plans;

    (c) providing legal services, alone or together with
        McGuireWoods and other law firms retained by the Debtors,
        in connection with the assessment of the Debtor's
        financial restructuring or other strategic alternatives
        and a possible financial restructuring transaction, a
        possible merger or other transaction including the sale
        of all or substantially all of the business, assets or
        equity of the Debtor in one or more transactions,
        possible private placements of equity or debt securities
        or other financing transactions and government guaranteed
        loans; and

    (d) other services reasonably necessary to accomplish these
        tasks and as the Debtor requests.

K&L will:

    (a) charge for its legal services on an hourly basis in
        accordance with its ordinary and customary hourly rates in
        effect on the date services are rendered, and

    (b) seek reimbursement of actual and necessary disbursements.

K&L's customary hourly rates are:

              Attorneys              $140 - 600
              Legal Assistants         40 - 225

                          STB Engagement

STB has served as non-exclusive outside general counsel to the
Debtor since 1985.  In that capacity, the firm has represented
the Debtor in numerous litigation matters.  Among the areas of
practice that STB believes it can effectively and efficiently
represent Weirton Steel's interests are:

    -- labor and employment,
    -- workers' compensation,
    -- trial and litigation,
    -- government relations and lobbying,
    -- real estate,
    -- environmental, and
    -- energy.

In connection with these representations, STB periodically
received compensation from the Debtor for services rendered and
expenses incurred through the Petition Date, including payments
amounting to $410,871 between April 1, 2003 and May 16, 2003.

STB will apply to the Court for compensation for professional
services rendered in connection with these cases. STB will charge
its customary hourly rates, currently at:

    Paralegals              $80 - 100
    Associates              120 - 165
    Members                 165 - 250
(Weirton Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., 609/392-0900)  


WESTPOINT STEVENS: Wants Nod for Interim Compensation Procedures
----------------------------------------------------------------
WestPoint Stevens Inc., and its debtor-affiliates ask the Court to
approve an orderly, regular process for allowance and payment of
compensation and reimbursement to attorneys and other
professionals whose services are authorized by the Court and who
will be required to file applications for allowance of
compensation and reimbursement of expenses.  In addition, the
Debtors seek entry of an order establishing a procedure for
reimbursement of reasonable out-of-pocket expenses incurred by
members of any statutory committee appointed in WestPoint's cases.

Pursuant to Section 331 of the Bankruptcy Code, all professionals
are entitled to submit applications for interim compensation and
reimbursement of expenses every 120 days, or more often if the
court permits.  In addition, Section 105(a) of the Bankruptcy
Code authorizes the court to issue any order "that is necessary
or appropriate to carry out the provisions of [the Bankruptcy
Code]," thereby codifying the Bankruptcy Court's inherent
equitable powers.

The Debtors seek the establishment of a procedure for compensating
and reimbursing the Professionals pursuant to monthly interim
statements in accordance with the standing General Order of the
Bankruptcy Court for the Southern District of New York, signed on
January 24, 2000 by the then Chief Judge Tina L. Brozman to
facilitate the monitoring of fees incurred in these cases.  These
procedures are routinely approved in other Chapter 11 cases in
this district.  See, e.g., In re Formica Corp. et al., Case No.
02-10969 (BRL) (Bankr. S.D.N.Y. 2002); In re Kasper A.S.L. Ltd.,
et al., Case No. 02-10497 (ALG) (Bankr. S.D.N.Y. 2002); In re
Global Crossing Ltd., et al., Case Nos. 02-40187 through 02-40241
(REG) (Bankr. S.D.N.Y. 2002); In re Enron Corp., et al., Case No.
01-16034 (AJG) (Bankr. S.D.N.Y. 2001); In re Bethlehem Steel
Corp., Case Nos. 01-15288 through 01-15302, 01-15308 through 01-
15315 (BRL) (Bankr. S.D.N.Y. 2001); In re Ames Department Stores,
Inc., et al., Case No. 01-42217 (REG) (Bankr. S.D.N.Y. 2001); In
re Adelphia Business Solutions, Inc., et al., Case No. 02-11389
(REG) (Bankr. S.D.N.Y. 2002); In re Sunbeam Corp., Case No. 01-
40291 (AJG) (Bankr. S.D.N.Y. 2001).

Michael F. Walsh, Esq., at Weil Gotshal & Manges LLP, in New York,
tells the Court that the procedures would require the presentation
of a statement to certain parties for interim approval and
allowance of compensation for professional services rendered and
reimbursement of expenses incurred by each Professional during the
immediately preceding month.  If no party timely objects to these
statements, the Debtors would be authorized to pay each
Professional 80% of the amount of fees incurred for the preceding
month and 100% of disbursements for the preceding month.  These
payments would be subject to the Court's subsequent approval as
part of the normal interim fee application process, every 120
days.

The Debtors propose that the monthly payment of compensation and
reimbursement of expenses of the Professionals be structured as:

    A. On or before the 20th day of each month following the month
       for which compensation is sought, each Professional seeking
       compensation, other than a Professional retained as an
       Ordinary Course Professional who is not seeking payment in
       excess of the monthly cap provided in the order approving
       the Ordinary Course Professionals' Application, will serve
       a monthly statement, by hand or overnight delivery, on:

         (i) WestPoint Stevens Inc., 507 West Tenth Street, West
             Point, Georgia 31833 (Attn: M. Clayton Humphries,
             Jr., Esq.);

        (ii) Weil, Gotshal & Manges, LLP, 767 Fifth Avenue, New
             York, New York 10153, (Attn: Kathryn L. Turner,
             Esq.), as attorneys for the Debtors;

       (iii) Office of the United States Trustee for the Southern
             District of New York, 33 Whitehall Street, 21st
             Floor, New York, New York 10004 (Attn: Brian
             Masumoto, Esq.);

        (iv) Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street,
             New York, New York 10019 (Attn: Richard D. Feintuch,
             Esq.), and Kramer, Levin, Naftalis, and Frankel, LLP,
             919 Third Avenue, New York, New York 10022 (Attn:
             Thomas M. Mayer, Esq.) as attorneys for the Senior
             Lenders;

         (v) Parker, Hudson, Rainer & Dobbs, 1500 Marquis Two
             Tower, 285 Peachtree Center Avenue, N.E., Atlanta, GA
             30303C. (Attn: C. Edward Dobbs, Esq.) as attorneys
             for the Post-petition Lenders; and

        (vi) counsel to any statutory committees once appointed.

    B. The monthly statement need not be filed with the Court and
       a courtesy copy need not be delivered to the presiding
       Judge's Chambers because this Motion is not intended to
       alter the fee application requirements outlined in Sections
       330 and 331 of the Bankruptcy Code and because
       Professionals are still required to serve and file interim
       and final applications for approval of fees and expenses in
       accordance with the relevant provisions of the Bankruptcy
       Code, the Federal Rules of Bankruptcy Procedure and the
       Local Rules for the United States Bankruptcy Court for the
       Southern District of New York.

    C. Each monthly statement must contain a list of the
       individuals and their respective titles who provided
       services during the statement period, their respective
       billing rates, the aggregate hours spent by each
       individual, a reasonably detailed breakdown of the
       disbursements incurred, and contemporaneously maintained
       time entries for each individual in increments of 1/10 of
       an hour.

    D. Each person receiving a monthly statement will have at
       least 10 days after service to review such monthly
       statement and, in the event that he or she has an objection
       to the compensation or reimbursement sought in a particular
       statement, he or she will, by no later than the 30th day
       following the month for which compensation is sought, serve
       on the Professional whose monthly statement is objected to,
       and the other persons designated to receive statements, a
       written "Notice of Objection to Fee Statement," setting
       forth the nature of the objection and the amount of fees or
       expenses at issue.

    E. At the expiration of the 30-day period, the Debtors will
       promptly pay 80% of the fees and 100% of the expenses
       identified in each monthly statement to which no objection
       has been served.

    F. If the Debtors receive a Notice of Objection to Fee
       Statement, they will withhold payment of that portion of
       the monthly statement to which the objection is directed
       and promptly pay the remainder of the fees and
       disbursements.

    G. If the parties to an objection are able to resolve their
       dispute following the service of a Notice of Objection to
       Fee Statement, and if the party to whose monthly statement
       was objected serves on all of the parties a statement
       indicating that the objection is withdrawn and describing
       in detail the terms of the resolution, then the Debtors
       will promptly pay that portion of the monthly statement
       that is no longer subject to an objection.

    H. All objections that are not resolved by the parties will
       be preserved and presented to the Court at the next interim
       or final fee application hearing to be heard by the Court.

    I. The service of a Notice of Objection to Fee Statement will
       not prejudice the objecting party's right to object to any
       interim or final fee application made to the Court in
       accordance with the Bankruptcy Code on any ground, whether
       raised in the objection to the monthly statement or not.
       Furthermore, the decision by any party not to object to a
       monthly statement will not be a waiver of any kind or
       prejudice that party's right to object to any fee
       application subsequently made to the Court in accordance
       with the Bankruptcy Code.

    J. Every 120 days, but no more than every 150 days, each of
       the Professionals will serve and file with the Court an
       application for interim or final Court approval and
       allowance, pursuant to Sections 330 and 331 of the
       Bankruptcy Code of the compensation and reimbursement of
       expenses requested.

    K. The pendency of an application or a Court order that
       payment of compensation or reimbursement of expenses was
       improper as to a particular monthly statement will not
       disqualify a Professional from the future payment of
       compensation or reimbursement of expenses, unless otherwise
       ordered by the Court.

    L. Neither the payment of, nor the failure to pay, in whole or
       in part, monthly compensation and reimbursement will have
       any effect on this Court's interim or final allowance of
       compensation and reimbursement of expenses of any
       Professionals.

These procedures will enable all parties to closely monitor costs
of administration, maintain a level cash flow, and implement
efficient cash management procedures.

The Debtors further ask that the Court limit the notice of
hearing to consider interim applications to:

      (i) the Office of the United States Trustee;

     (ii) counsel to any Committees;

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

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

      (v) all parties who have filed a notice of appearance with
          the Clerk of this Court and requested such notice; and

     (vi) all parties who have filed interim applications to be
          considered at the hearing.

This notice will apprise the parties most active in these cases
and will save the expense of undue duplication and mailing.
(WestPoint Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., 609/392-0900)  


WILLCOX & GIBBS: Trustee Brings-In Adelman Lavine as Counsel
------------------------------------------------------------
Michael B. Joseph, Trustee of the bankruptcy estate of Willcox &
Gibbs, Inc., sought and obtained approval from the U.S. Bankruptcy
Court for the District of Delaware to employ and retain Adelman
Lavine Gold and Levin, PC as his attorney.

The Trustee hired Adelman Lavine because of its extensive
experience and knowledge in the field of debtors' and creditors'
rights and the Trustee believes that Adelman Lavine is well
qualified to represent him in these chapter 7 cases.

Adelman Lavine will:

     a) provide legal advice with respect to the Trustee's
        powers and duties with respect to the management of
        property of the Estates;

     b) take necessary action to protect and preserve the
        Estates, including the prosecution of actions on behalf
        of the Estates and the defense of actions commenced
        against the Estates;

     c) prepare, present and respond to, on behalf of the
        Trustee, necessary applications, motions, answers,
        orders, reports and other legal papers in connection
        with the administration of the Estates in these cases;
        and

     d) perform any other legal services for the Trustee, in
        connection with these chapter 7 cases, except those
        requiring specialized expertise which Adelman Lavine is
        not qualified to render and for which special counsel
        will be retained.

Gary M. Schildhorn, Esq., a shareholder of Adelman Lavine assures
the Court that his firm is a "disinterested person" as defined and
used in the Bankruptcy Code.

Adelman Lavine's professional hourly rates are:

          Shareholders           $325 - $410 per hour
          Associates             $145 - $310 per hour
          Legal Assistants       $120 - $140 per hour
     
The Company filed for chapter 11 protection on August 6, 2001
(Bankr. Del. Case No. 01-10031).  The case was then converted to
Chapter 7 Liquidation on April 9, 2002.  When the Company filed
for protection from its creditors, it listed $36,393,000 in assets
and $29,994,000 in debts.


WORLD AIRWAYS: Stephen S. Taylor Jr. Reports 6.18% Equity Stake
---------------------------------------------------------------
Stephen S. Taylor, Jr. beneficially owns 684,579 shares of the
common stock of World Airways, Inc., representing 6.18% of the
outstanding common stock of the Company.  Mr. Taylor acquired the
684,579 shares of the airline for total consideration of
$727,170.37. The source of the funds was his personal resources.  
139,200 such shares are held in a individual retirement account
for Mr. Taylor's benefit.  He holds sole powers to both vote
and/or dispose of the entire 684,579 shares held.

Utilizing a well-maintained fleet of international range, wide
body aircraft, World Airways has an enviable record of safety,
reliability and customer service spanning more than 55 years.  The
Company is a U.S. certificated air carrier providing customized
transportation services for major international passenger and
cargo carriers, the United States military and international
leisure tour operators.  Recognized for its modern aircraft,
flexibility and ability to provide superior service, World Airways
meets the needs of businesses and governments around the globe.  
For more information, visit the Company's Web site at
http://www.worldair.com

World Airways Inc.'s March 31, 2003 balance sheet shows a working
capital deficit of about $22 million, and a total shareholders'
equity deficit of about $22 million.


WORLDCOM INC: MCI Files Supplemental Disclosure Statement
---------------------------------------------------------
MCI Worldcom (WCOEQ, MCWEQ) filed new revised exhibits to the
Supplement to Disclosure Statement which it filed on July 3, 2003
with the U. S. Bankruptcy Court.  The Supplement, together with
this filing, includes a description of the company's previously
announced amended settlement with the Securities and Exchange
Commission, which was approved Monday by the U.S. District Court.  
Also included are a proposed settlement between the company and a
group of financial institutions that would resolve pending
litigation, as well as the revised projected financial information
supporting the company's plan of reorganization.

The company's revised financial guidance projects 2003-2005
revenue will be $24.5 billion, $24.6 billion and $25.0 billion
respectively.  This compares to previously projected 2003-2005
revenue of $24.7 billion, $25.8 billion and $27.8 billion
respectively.

The revenue reductions are primarily in the company's consumer and
small business segments, reflecting intense pricing competition
fueled by new entries of unlimited bundles, aggressive new DSL
offerings and rapid adoption of national Do Not Call legislation.  
Collectively these impacts have reduced consumer and small
business effective rates in key markets by as much as 40 percent
since April 2003.  Projections for the company's large and global
business segments remain relatively unchanged for 2003 and 2004,
reflecting continued customer loyalty.

Projected earnings before interest, taxes, depreciation and
amortization (EBITDA) for 2003-2005 are now expected to be $2.7
billion, $3.7 billion and $4.1 billion respectively, reflecting
the lower revenue projections partially offset by lower sales,
general and administrative expenses.  This compares with
previously projected EBITDA of $2.8 billion, $4.1 billion and $5.4
billion respectively.

"While we have been meeting our plan, we believe these adjustments
better reflect the changing market conditions," said Bob Blakely,
MCI chief financial officer.  "Our cash position remains strong
and customer loyalty in our large and global customer base remains
solid.  Moving forward, we remain on track to emerge from Chapter
11 protection later this fall."

Under the revised financial projections the return to WorldCom
bondholders remains virtually unchanged, with lower EBITDA being
offset by a projected improved cash position.

"We have reviewed the company's revised financial projections and
continue to remain fully supportive of MCI's Plan of
Reorganization," said Mark Neporent, Managing director and chief
operating officer of Cerberus Capital Management, L.P. and co-
chair of MCI's Unsecured Creditors Committee.  "MCI's management
team has made tremendous progress on the company's reorganization
efforts in a very short amount of time.  We look forward to their
continued success in bringing the company out of Chapter 11
protection and driving future stakeholder value."

WorldCom, Inc. (WCOEQ, MCWEQ), which currently conducts business
under the MCI brand name, is a leading global communications
provider, delivering innovative, cost-effective, advanced
communications connectivity to businesses, governments and
consumers. With the industry's most expansive global IP backbone
and wholly-owned data networks, WorldCom develops the converged
communications products and services that are the foundation for
commerce and communications in today's market. For more  
information, go to http://www.mci.com


WORLDCOM INC: Wins US District Court Approval for SEC Settlement
----------------------------------------------------------------
MCI (WCOEQ, MCWEQ) Monday received U.S. District Court approval
for its amended proposed settlement with the U.S. Securities and
Exchange Commission. The settlement calls for a civil penalty to
the company of $2.25 billion to be satisfied by a $500 million
cash payment and $250 million in common stock to shareholders and
bondholders upon emergence from Chapter 11 protection.

In his ruling, Judge Rakoff stated:

"The Court is aware of no large company accused of fraud that has
so completely divorced itself from the misdeeds of the immediate
past and undertaken such extraordinary steps to prevent such
misdeeds in the future."

Referring to the lawsuit filed by the U.S. Securities and Exchange
Commission, Judge Rakoff said the SEC "with the full cooperation
of the company's new management and significant encouragement from
the Court-appointed Corporate Monitor (Richard C. Breeden, Esq.),
has sought something different:

* Not just to clean house but to put the company on a new and
  positive footing;

* Not just to enjoin future violations but to create models of
  corporate governance and internal compliance for this and other
  companies to follow;

* Not just to impose penalties but to help stabilize and
  reorganize the company and thereby help preserve more than
  50,000 jobs and obtain some modest, if inadequate, recompense
  for those shareholder victims who would otherwise recover
  nothing whatever from the company itself."

The following statement should be attributed to Michael D.
Capellas, MCI chairman and chief executive officer:

"We have made significant strides in rebuilding our company and we
believe [Mon]day's ruling is a positive reflection of the hard
work and dedication of MCI's 55,000 employees, the loyalty of our
customers and the support of our creditors. We have committed to
being a role model of corporate governance and the significant
changes we have already implemented are a testament to that
commitment.

"[Mon]day's approved SEC settlement marks a significant milestone
in the company's emergence from Chapter 11 protection, which
remains on track for later this fall."

WorldCom, Inc. (WCOEQ, MCWEQ), which currently conducts business
under the MCI brand name, is a leading global communications
provider, delivering innovative, cost-effective, advanced
communications connectivity to businesses, governments and
consumers. With the industry's most expansive global IP backbone
and wholly-owned data networks, WorldCom develops the converged
communications products and services that are the foundation for
commerce and communications in today's market. For more
information, go to http://www.mci.com


WORLDCOM INC: CAGW Expresses Disappointment with Court Decision
---------------------------------------------------------------
Citizens Against Government Waste (CAGW) reacted with great dismay
at the breaking news that Judge Jed Rakoff approved the settlement
between the Securities and Exchange Commission and MCI/WorldCom.
The agreement is for a $750 million fine, $250 million of which is
in stock.

"It is disappointing that the company that commits the greatest
fraud in American history, $11 billion, leading to a loss of $180
billion to the retirement accounts and savings of thousands of
people receives only a slap on the wrist," CAGW President Tom
Schatz said. "This decision sends the message that corporate crime
does pay. As Judge Rakoff noted, while the company's 50,000
employees deserve protection, so do taxpayers and investors. This
fine is not sufficient to act as a deterrent to future corporate
corruption."

Monday's decision may also affect an ongoing investigation by the
General Services Administration as to whether or not MCI should
continue to receive government contracts. While GSA took swift
action to debar, or suspend, both Enron and Arthur Andersen from
government contracts, the agency failed to do so when MCI went
bankrupt and its executives were accused of fraud. CAGW has
maintained since last November that consistent application of the
federal acquisition regulations would lead to the same result for
all three companies, and that the decision to continue doing
business with MCI was not appropriate. Senator Susan Collins (R-
Maine), Chairman of the Governmental Affairs Committee, has also
urged GSA to conduct a thorough review of whether the company
should continue to receive government contracts. As a result, last
week GSA announced that it would begin proceedings to determine
whether or not to suspend or debar MCI.

"One can only hope that the GSA review of federal contracts with
MCI/WorldCom has a more lasting impact on the company than today's
decision," said Schatz. "Cutting off the hidden taxpayer bailout
of MCI/WorldCom will not put the company out of business, but it
will open up more contracts to competition and demonstrate that
GSA and other agencies will operate in a consistent manner in
dealing with fraudulent businesses. A company cannot be judged by
contract performance alone; it must also possess the highest
business ethics and integrity."

Since announcing its bankruptcy, MCI/WorldCom has received more
than $1.2 billion in federal contracts, more than offsetting the
approved fine. In addition, MCI/WorldCom is attempting to take
advantage of a tax loophole that could allow the company to avoid
more than $3 billion in taxes, and is seeking a refund from the
Internal Revenue Service of taxes it paid when it overstated its
income. Sen. Rick Santorum (R-Pa.) has introduced legislation to
eliminate the tax loophole before the company emerges from
bankruptcy, preventing the loss of $3 billion to taxpayers.

"Sen. Santorum and Sen. Collins are taking steps to impose a
substantial penalty on MCI/WorldCom and ensure the company plays
by the rules to do business with the federal government," Schatz
concluded. "Corporate misdeeds can be punished without imposing a
'corporate death penalty,' while also protecting investors and
taxpayers. Today's ruling failed to do so."

Citizens Against Government Waste is a nonpartisan, nonprofit
organization dedicated to eliminating waste, fraud, mismanagement
and abuse in government.


WORLDCOM INC: Gray Panthers Lambastes Judge Rakoff's Decision
-------------------------------------------------------------
Will Thomas, director of the Corporate Accountability Project of
the Gray Panthers, issued the following statement:

"Judge Rakoff's unfortunate decision to ratify the SEC-
MCI/WorldCom settlement comes on the heels of MCI/WorldCom's de
facto admission of guilt -- $250 million in new company stock to
those who lost $176 billion, including pensioners and 401(k)
holders. The new arrangement offers eight cents a share to all
those ripped-off investors. It's simply another sweetheart deal
arranged for MCI/WorldCom in the Federal government's ongoing  
campaign to keep the company afloat at all costs.

"We're disappointed by Judge Rakoff's decision, but we're far from
discouraged. The campaign to hold MCI/WorldCom accountable for its
$11 billion fraud is far from over. Congress is now questioning
the failure of the General Services Administration to debar
MCI/WorldCom from Federal contracting; we know there is hope that
retirees, taxpayers, and investors will see the company held to
account for its epic fraud. Senators Collins, Hatch, Kennedy, and
Santorum deserve much praise and credit for their leadership on
this issue. The American people were promised that Washington was
serious about cleaning up the fraud in corporate boardrooms. The
Gray Panthers want to see results. We won't stop in our efforts to
see to it that MCI/WorldCom is barred from Federal contracting and
off the gravy train."


WORLDCOM: Judge Gonzalez Fixes Pentagon City Auction Procedures
---------------------------------------------------------------
At the Worldcom Debtors' request, Judge Gonzalez rules that
competing offers for the Pentagon City office complex will be
governed by these Auction Procedures:

    A. The Debtors will provide notice of the Sale Hearing and
       Auction Procedures together with a copy of the Agreement to
       all parties known to the Debtors as having expressed a bona
       fide interest in acquiring the Assets and a copy of the
       Agreement to all other prospective offerors and parties-in-
       interest after written request to the Debtors through their
       real estate consultant, Hilco Real Estate, LLC.

    B. Any party wishing to conduct due diligence on the Assets
       will, after execution by the prospective offeror of a
       confidentiality agreement and access agreement, each in
       form and substance satisfactory to the Debtors, and
       delivery to the Debtors of the prospective offeror's
       certified financial statements for the preceding two years,
       be granted access to Pentagon City, subject to the rights
       of the Government, as lessee, access to all relevant
       business and financial information necessary to enable the
       party to evaluate the Assets for the purpose of submitting
       a competing offer for an Alternative Transaction.  The
       Debtors will make this access available during normal
       business hours as soon as reasonably practicable.  Parties
       interested in conducting due diligence should contact Alan
       Lieberman at Hilco Real Estate, LLC, 5 Revere Drive, Suite
       320, Northbrook, Illinois 60062, Telephone (847) 504-2453,
       Facsimile (847) 714-1289.

    C. To be considered, each competing offer for an Alternative
       Transaction will:

       1. be irrevocable through the date of the closing of the
          sale of the Assets;

       2. be made by a party satisfying the conditions;

       3. be submitted in writing and delivered so as to be
          received not later than 12:30 p.m. New York City time,
          on July 16, 2003 to:

          a. WorldCom, Inc., Corporate Real Estate, 2400 North
             Glenville, Richardson, Texas 75082, Attn: Brian
             Trosper,

          b. Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New
             York, New York 10153, Attn: Elliot L. Hurwitz, Esq.,
             Sharon Youdelman, Esq. and Scott E. Cohen, Esq.,
             counsel to the Debtors,

          c. Hilco Real Estate, LLC, 5 Revere Drive, Suite 320,
             Northbrook, Illinois 60062, Attn: Alan Lieberman, and

          d. Kelley Drye & Warren LLP, 101 Park Avenue, New York,
             New York 10178, Attn: Mark I. Bane, Esq. and Mark R.
             Somerstein, Esq., counsel to the statutory committee
             of unsecured creditors; and

       4. include:

          1. A statement of the Competing Offeror's intent to bid
             at the Auction;

          2. A written agreement executed by the Competing
             Offeror, together with a copy of the agreement marked
             to show the specific changes to the Agreement that
             the Competing Offeror requires;

          3. A purchase price for the Assets that exceeds the
             Purchase Price, as defined in the Agreement, by at
             least $2,800,000;

          4. A $7,000,000 good faith deposit in cash or in other
             form of immediately available U.S. funds and a
             written commitment or other evidence acceptable to
             the Debtors of the Competing Offeror's ability to
             provide, in the event the offer ultimately is
             determined by the Debtors to be the Final Auction
             Offer, a further deposit in cash or other form of
             immediately available U.S. funds in the amount
             sufficient to bring the total amount of the Competing
             Offeror's deposit up to the amount that is equal to
             10% of the purchase price, exclusive of assumed
             liabilities as calculated by the Debtors, proposed by
             the Competing Offeror within one business day after
             the Debtors have notified the Competing Offeror that
             its offer has been determined by the Debtors to be
             the Final Auction Offer; and

          5. Evidence, acceptable to the Debtors, of the Competing
             Offeror's ability to consummate the transaction
             within 10 days after the entry of an order approving
             the sale and future performance to counterparties
             under the contracts and leases proposed to be
             assigned, including adequate assurance as may be
             required by Section 365 of the Bankruptcy Code.

    D. Competing offers will be unconditional and not contingent
       on any event, including, without limitation, any due
       diligence investigation, the receipt of financing or the
       receipt of any further approval, including, without
       limitation, from any board of directors, shareholders or
       otherwise.  Any person submitting a competing offer will be
       deemed to have submitted to the Court's jurisdiction.

    E. The Debtors may, in their discretion, communicate prior to
       the Sale Hearing with any Competing Offeror, in which
       event, the Competing Offeror will provide to the Debtors,
       within one business day after the Debtors' request, any
       additional information reasonably required by the Debtors
       in connection with the evaluation of the Competing
       Offeror's offer.

    F. Prior to the Auction, the Debtors will evaluate Jamestown
       TSA, L.P.'s offer, as embodied in the Sale Agreement, and
       any competing offers they have received, and after
       consultation with the Committee, will select the offer the
       Debtors determine to be the highest and best offer for the
       Assets.  In considering Jamestown's Offer and competing
       offers, the Debtors will consider, among other things, the
       value to their estates, the changes to the Agreement
       required by the Competing Offeror, the Competing Offeror's
       satisfaction of any governmental or regulatory
       requirements, and the Competing Offeror's ability to
       finance, and timely consummate, the proposed Alternative
       Transaction.

    G. The Auction will be conducted by the Debtors or their
       representatives on invitation to Jamestown and all
       qualified Competing Offerors that have submitted competing
       offers in accordance with these procedures, and will
       commence on July 23, 2003 at 10:00 a.m. New York City time
       at the offices of the Debtors' counsel, Weil, Gotshal &
       Manges LLP, 767 Fifth Avenue, New York, New York 10153.

    H. At the start of the Auction, the Debtors will announce the
       Initial Auction Offer.  All bids at the Auction will be
       increased, and thereafter made, in increments of no less
       than $200,000.  Jamestown may submit competing offers
       without waiving its right to the Break-Up Fee in the event
       an Alternative Transaction is consummated with a Successful
       Offeror other than Jamestown.  Jamestown may not apply or
       credit any portion of the Break-Up Fee as a component of
       Subsequent Offers.

    I. Following the conclusion of the Auction, and after
       consultation with the Committee's counsel and financial
       advisor, the Debtors will select the offer that they
       determine to be the highest and best offer for the Assets
       and will inform the party having submitted the Final
       Auction Offer and file with the Court a notice of the
       selection.  Within one business day after the Debtors so
       notify the Successful Offeror that its offer has been
       determined by the Debtors to be the Final Auction Offer,
       the Successful Offeror, whether or not the party is
       Jamestown, will deliver the Remaining Deposit to the
       Debtors.  At the Sale Hearing, the Court will consider the
       Final Auction Offer for approval.

    J. Each Initial Deposit and Remaining Deposit will be
       maintained in an interest-bearing account and be subject to
       the Court's jurisdiction.  The Full Deposit will be applied
       by the Debtors against the purchase price to be paid by the
       Successful Offeror at the closing of the transaction
       approved by the Court.  Promptly following closing, each
       Initial Deposit submitted by a party other than a
       Successful Offeror, together with any interest paid, will
       be returned.

    K. In the event the Successful Offeror fails to consummate the
       transaction due to its breach of the terms of its agreement
       with the Debtors, the Successful Offeror's Full Deposit,
       together with any interest paid, will be forfeited and the
       Debtors may request authority to consummate a transaction
       with the Competing Offeror having submitted the next
       highest and best offer at the final price and terms bid by
       the Competing Offeror at the Auction, subject to the
       delivery by any Successful Offeror of the Remaining Deposit
       within one business day after notification by the Debtors.

    L. No offer will be deemed accepted unless and until it is
       approved by this Court.

The Debtors contend that these Auction Procedures provide a fair
and reasonable means of ensuring the Assets are sold for the
highest and best offer attainable.  These procedures afford
potential purchasers a reasonable opportunity to investigate the
Assets and afford the Debtors requisite time to consider and
evaluate competing offers submitted. (Worldcom Bankruptcy News,
Issue No. 31; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


ZEPHION: Chapter 7 Trustee Taps BTB as Liquidation Consultants
--------------------------------------------------------------
Michael B. Joseph, the duly appointed chapter 7 trustee for the
estates of Zephion Networks, Inc., and its debtor-affiliates asks
for approval from the U.S. Bankruptcy Court for the District of
Delaware to hire BTB Associates, LLC as his liquidation
consultants, nunc pro tunc to April 29, 2003.

The Trustee wants to retain BTB as his liquidation consultant to:

     a) gather Debtors' books and records and arrange for
        transfer of same to a site to be designated and/or
        agreed upon by the Trustee;

     b) inventory Debtors' books and records;

     c) ascertain the status of Debtors' books and records,
        i.e., the months through which the books have been
        closed;

     d) inventory Debtors' fixed assets;

     e) meet with and advise the Trustee and/or counsel on
        matters concerning case administration that require
        their specific review;

     f) render such other assistance as the Trustee and his
        counsel may deem appropriate;

     g) perform preference analysis and any other analysis as
        required by the Trustee;

     h) research pursue and collect funds owed to the Debtors;

     i) arrange for contingency audits on workers' compensation
        insurance policies and sales tax, to the extent
        feasible; and

     j) administer and handle the claims process.

The Trustee tells the Court that BTB is a "disinterested person"
as that term is defined in the Bankruptcy Code.

BTB's normal billing rates for consulting services of the nature
to be rendered to the Trustee are:

          Partner                  $250 per hour
          Senior Analyst           $175 - $220 per hour
          Administrative Support   $45 per hour

The principal consultants presently designated to undertake this
engagement and their current standard hourly rates are:

          Robert F. Troisio        $250 per hour
          David Paddy              $200 per hour
          Sheldon Shrerrlcel       $175 per hour

Zephion Networks, Inc. which provides Internet access solutions
and network services, filed for chapter 11 protection on June 25,
2001 (Bankr. Del. Case No. 01-2111).  The case was converted to
Chapter 7 Liquidation under the Bankruptcy Code on February 22,
2002.  Maribeth L. Minella, Esq., and John D. Mclaughlin, Jr.,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Trustee in winding-down the Debtors' operations.


* Buxbaum Group Promotes David Ellis to Company President
---------------------------------------------------------
David Ellis has been promoted to president of Buxbaum Group, while
retaining his title and responsibilities as COO. In connection
with the move, company president and CEO Paul Buxbaum will assume
the position of chairman and will remain CEO. Buxbaum Group and
its affiliates provide services in the areas of turnaround
management, downsizing strategies, asset appraisals and
liquidations.

Ellis, 39, has more than 16 years of experience in the turnaround
management, consulting, liquidation and closeout businesses. He
has worked for more than 12 years with Buxbaum Group, joining the
company in 1988 and, following a three-year hiatus in 1991,
returned in 1994. He began his career in 1986 in Texas, Louisiana
and Oklahoma, specializing in footwear liquidations and gaining
expertise across a broad spectrum of retailers and manufacturers.
Ellis learned the inventory liquidation business from the ground-
up-from managing stores and warehouses to developing computerized
inventory liquidation models. Over the course of his career, he
has overseen the liquidation of thousands of stores for such
retailers as Kmart, Michael's Arts & Crafts, and Payless Shoe
Source. During his 1991-1994 hiatus from Buxbaum Group, Ellis
served as a member of H.J. Heinz Corporation's consulting team. At
Heinz, he implemented the structure and operational procedures for
a global food segment's acquisition program and its marketing,
production, and distribution functions.

A resident of Malibu, Ellis was born in Fairbanks, Alaska, but
spent the majority of his life in Louisiana and Texas. He received
a Bachelor of Arts degree from Texas A&M University in 1984.

Paul Buxbaum, 48, has been a partner in Buxbaum Group and its
predecessor companies for 25 years. He originally joined Buxbaum &
Associates in 1977. He departed in 1980 to become the operating
partner of Clothing Clearance Centers, a successful chain of off-
price men's apparel stores in the Los Angeles area. He eventually
sold the business and returned to the newly named Buxbaum Ginsberg
& Associates full-time in 1983. Buxbaum obtained majority interest
in the company in 1995 and has since acquired the remaining
interest from the minority partner in 1997 to become sole owner
and CEO. He changed the name of the company to Buxbaum Group in
1997.

Buxbaum, who lives in Malibu, attended California State University
at Northridge.

Buxbaum Group, together with affiliate Buxbaum/Century, has built
its reputation for over 30 years as one of the largest liquidators
and appraisers of retail and wholesale inventories, as well as
machinery and industrial equipment, across North America. A
subsidiary, Pathway Strategic Partners, LLC, provides turnaround,
expansion and/or downsizing strategies, in conjunction with other
advisory consulting and management services.


* Fasken Martineau Welcomes Carpenter and Feldberg as Partners
--------------------------------------------------------------
Louis Bernier, Managing Partner of the Canadian national law firm
of Fasken Martineau, announced that Sandy Carpenter and Peter D.
Feldberg have joined the firm as Partners in our new Calgary
office.

Sandy Carpenter was called to the British Columbia bar in 1986 and
the Alberta bar in 1997. Sandy has been rated by LEXPERT as a
leader in the environmental law area. His practice also covers
regulatory and aboriginal law in the oil and gas, electricity and
mining sectors throughout Western and Northern Canada. He has made
regular appearances before the National Energy Board, the Alberta
Energy and Utilities Board, the British Columbia Utilities
Commission and other provincial tribunals and courts. Sandy has
also taught environmental law at the University of Calgary and
chairs and speaks at numerous conferences in his areas of
expertise.

Peter D. Feldberg was called to the British Columbia bar in 1984
and to the Alberta bar in 1996. He has experience in matters of
Canada/United States electricity trade and restructuring,
regulatory issues, and aboriginal law. He is also experienced in
the areas of transportation law, property tax, expropriation and
lease rental arbitration. Peter has served as counsel for a major
utility in regulatory, arbitration and court proceedings and has
appeared in all levels of court, including the Supreme Court of
Canada. He is a member of the Energy Bar Association and according
to Lexpert, rated as a leading practitioner in the area of energy
law.

Fasken Martineau opened a Calgary office on May 1st, 2003. Our two
new partners complement a strong and growing team of lawyers in
this office. "Sandy and Peter are examples of the high-calibre of
professionals we are bringing together in Calgary," says Louis
Bernier, Managing Partner. "This continued growth, so soon after
opening our Calgary office, reflects on our commitment to serving
our clients in this important Canadian business centre."

Fasken Martineau is a leading Canadian business law and litigation
firm that is recognized for its strength and expertise in
financial services, corporate finance, securities, mergers and
acquisitions, mining, environmental, aboriginal, tax, wealth
management, insolvency and restructuring, litigation and
arbitration, labour and employment, intellectual property and
information technology. With over 500 lawyers, the firm provides
expertise in both of Canada's legal systems, common and civil law,
and in both official languages, English and French. Along with its
broad national presence in Vancouver, Calgary, Yellowknife,
Toronto, Montreal and Qu,bec City, Fasken Martineau also practises
Canadian law from offices in New York and London, England. Fasken
Martineau DuMoulin LLP is a limited liability partnership under
the laws of Ontario.


* Jeffrey Stern Joins Stroock & Stroock as Partner
--------------------------------------------------
Jeffrey Stern, a leading asset-backed securities professional, has
joined the law firm of Stroock & Stroock & Lavan LLP as partner,
effective June 30.

Mr. Stern, 42, joins Stroock from the law firm of Thatcher Proffit
& Wood, where he practiced in its structured finance, global
finance and Latin American groups. He has broad experience in
structured finance, with a particular focus on collaterized debt
obligations, credit default swaps and other synthetic risk-
transfer structures, "exotic" ABS classes, as well as commercial
paper conduits. His recent focus has been on CDOs secured by new
asset classes and synthetic portfolio securitizations. Mr. Stern
has also worked extensively in the field of Latin American
securitization, with a particular focus on securitization
transactions in Mexico.

Stroock & Stroock & Lavan LLP is a law firm with market leadership
in financial services, providing transactional and litigation
expertise to leading investment banks, venture capital firms,
multinational corporations and entrepreneurial businesses in the
U.S. and abroad.


* Sheppard Mullin Expands National Government Contracts Practice
----------------------------------------------------------------
Sheppard, Mullin, Richter & Hampton announced that John W.
Chierichella, Louis D. Victorino, Douglas E. Perry, Anne B. Perry
and Jonathan S. Aronie have joined the Firm's Government Contracts
and Regulated Industries Practice Group, in Washington, DC. The
Washington, DC office has grown to 23 attorneys and offers
expertise in corporate, finance, litigation, government contracts,
antitrust, and real estate.

The new group, which practiced together for more than a decade at
New York-based Fried Frank, brings to bear, collectively, a
century of experience in the practice of government contracts law
and related litigation. Their practice serves a wide range of
clients, including Fortune 500 companies operating in the
aerospace, shipbuilding, and other strategic defense and energy-
related spheres; emerging technology companies and international
concerns seeking to enter or expand their role in the federal
marketplaces; and companies that sell, or seek to sell, commercial
products and services under the auspices of the General Services
Administration's Multiple Award Schedule Contract Program.

The group's area of practice includes counseling and litigation,
both classified and unclassified in nature, with respect to
contested contract awards; federal cost accounting; defective
pricing; internal investigations and compliance reviews; False
Claims Act litigation; claims and appeals; rights in patents,
technical data and computer software; teaming agreements;
subcontract disputes; export controls; multiple award schedules;
and due diligence reviews in support of corporate transactions
involving federal contractors.

Guy Halgren, Chairman of the Firm's Executive Committee, said,
"One of our main goals for our Washington, D.C. office was the
establishment of a premiere government contracts practice to
better serve our government contracts clients on a national basis.
With the addition of this world-class group, we offer first-class
government contracts representation from coast to coast." Added
Bob Magielnicki, Administrative Partner in the Washington, DC
office, "The ability to provide our clients with the high-caliber
government contracts and litigation experience and expertise of
this outstanding group of attorneys will be of tremendous benefit.
The group's presence enhances the Washington office and will
contribute significantly to our continuing expansion in DC."

Commented Chierichella, "We are very excited at the prospect of
merging our practice with that of Sheppard Mullin. Quite apart
from the obvious enhancement of our ability to bring greater
resources to bear in a more economical fashion to support clients
on both coasts, we believe the inter-practice synergies will be
extraordinary. Our ability to continue our group practice in this
setting is powerfully attractive to all of us."

Joe Coyne, also a leading government contracts attorney and
Executive Committee member focused on the Firm's strategic growth,
added, "Like the transcontinental railroad of yesteryear, we are
pleased to link these two strong bi-coastal practices into one. We
now have strong government contracts assets available on both
coasts to our national clients. This association continues the
Firm's ongoing effort to attract strong and complementary practice
groups that can help us better serve our clients."

John W. Chierichella, joining the Firm as partner, brings to
Sheppard Mullin over 30 years of experience in government
contracts matters. Chierichella received his law degree from
Columbia University Law School in 1972, where he was a James Kent
Scholar, a Harlan Fiske Stone Scholar and a member of the Law
Review (Notes and Comments Editor), and his undergraduate degree
from Cornell University in 1969. He is admitted to practice in the
District of Columbia, California and New York. Early in his
career, Chierichella served as an attorney/advisor to the
Secretary, Office of the General Counsel, Department of the Air
Force, in the area of procurement law. In addition to being a
member of the American Bar Association's Sections of Public
Contract Law, Administrative Law and Regulatory Practice (for
which he chairs the Public Contracts Committee), and Litigation,
Chierichella is a member of the National Defense Industrial
Association, and on the Advisory Board of the Government
Contractor. He is a prolific writer and lecturer on a variety of
topics relating to the federal procurement process, and, with
Jonathan Aronie, co-authored the leading treatment of Multiple
Award Schedule contracting, which was published last year.

Louis D. Victorino, joining the Firm as special counsel, has
specialized in public contract law for over 30 years. He received
his law degree from UCLA School of Law 1n 1970, where he was an
Editor of the Law Review, and his undergraduate degree from
Stanford University in 1967. He is admitted to practice in the
District of Columbia and California. He is a member of the Public
Contract Law Section of the American Bar Association, and the
Federal Bar Association, as well as former member of the Board of
Editors of the Public Contract Law Journal, and the Advisory Board
of The Government Contractor. Victorino has authored books and
articles, as well as lectured on topics relating to intellectual
property rights under government contracts, federal audits, Civil
False Claims Act, and teaming agreements.

Douglas E. Perry, joining the Firm as partner, received his law
degree from Cornell University Law School in 1988, and his
undergraduate degree, magna cum laude, from Kenyon College in
1985. He is admitted to practice in the District of Columbia and
Pennsylvania. He is a member of the Public Contract Law Section of
the American Bar Association. He has written a number of articles
and lectured frequently on the federal procurement process.

Anne B. Perry, joining the Firm as partner, received her law
degree, with honors, from the National Law Center of George
Washington University in 1989, and her undergraduate degree from
Dickinson College in 1986. She is admitted to practice in the
District of Columbia and Pennsylvania. Perry is a frequent
lecturer and author in government contracts law. Early in her
career, Perry worked as an attorney/advisor at the U.S. General
Accounting Office.

Jonathan S. Aronie, joining the Firm as partner, received his law
degree from Duke University School of Law in 1993, where he served
as a law clerk with the United States Attorney's Office, Eastern
District of North Carolina. He received his undergraduate degree,
with honors, from Brandeis University in 1990. He is admitted to
practice in the District of Columbia and Maryland. Aronie has
authored more than 30 articles focusing on a range of legal topics
and co-authored a book with Chierichella, on Multiple Award
Schedule contracting. He is a frequent lecturer on the federal
procurement process and writer of a column for Federal Computer
Week. He also serves under former Department of Justice Inspector
General Michael Bromwich as the Deputy Independent Monitor for the
Metropolitan Police Department.

Sheppard Mullin has more than 380 attorneys among its eight
offices in Washington, D.C., Los Angeles, San Francisco, Orange
County, San Diego, Santa Barbara, West Los Angeles, and Del Mar
Heights. The full-service firm provides counsel in Antitrust and
Trade Regulation; White Collar and Civil Fraud Defense; Business
Litigation; Construction, Environmental, Real Estate and Land Use
Litigation; Corporate; Entertainment and Media; Finance and
Bankruptcy; Financial Institutions; Government Contracts and
Regulated Industries; Healthcare; Intellectual Property; Labor and
Employment; Real Estate, Land Use, Natural Resources and
Environment; and Tax, Employee Benefits, Trusts and Estates. The
Firm celebrated its 75th anniversary in 2002.


* PwC Forms IT Business Risk Management Practice
------------------------------------------------
PricewaterhouseCoopers LLP has established an IT Business Risk
Management(TM) practice to help organizations assess their
exposure to IT business risks. The service will work with clients
in managing these risks and assist the IT function in managing
economic risk, organizational and process risk, performance risk,
and crisis risk.

Information technology is a critical component of today's business
infrastructure.  However, many CEOs, executives, and Boards of
Directors are concerned about hidden risks that can arise when IT
resources, and operations are not aligned with the critical
business objectives.  Executives often view IT service delivery as
ineffective in meeting business needs and are dissatisfied with
the return on their IT investment in helping the organization
manage business risks

"Since there is no clear framework to assess the IT Function
against organizational objectives, senior executives often lack
the necessary information to evaluate IT decisions, measure value
and performance, and instill accountability with their CIO," said
Mark Lutchen, Lead Partner for PricewaterhouseCoopers' IT Business
Risk Management Practice. "Executives need a practical way of
ensuring that the organization has the right IT resources,
appropriately deployed to support the organization's goals. If the
IT function is not sufficiently resourced, or lacks the
appropriate governance, or is not sufficiently planning for the
future, the organization will be exposed to IT business risks.
Simply put, the organization may not have the IT capabilities
needed to support the current and future business goals."

"The most important trends with regard to IT investment going
forward include a greater focus on optimizing existing IT systems
as opposed to investing in new initiatives, the need for aligning
the business and IT strategies, and a holistic approach to
business and IT problems," noted Anna Danilenko, IDC Consulting
Services Program Manager.  "There is renewed focus on ROI and
financial validation concerning IT investments. This translates
into the need for CIOs to become far more effective in managing
their IT organizations in a more fiscally intense and business-
like manner."

PricewaterhouseCoopers' IT Business Risk Management Practice's
experienced staff evaluates the risk in the IT environment,
interprets the results, and makes recommendations to management.  
The practices applies the new PwC IT Business Risk Management
Lens(TM) methodology, drawing on key quantitative and qualitative
information within an organization, to assess potential IT and
business risks.  The firm's proprietary Total Spend Analysis
(TSA)(TM) Tool supports this rigorous analysis.  TSA allows the
organization to determine its total IT spend and compare it
against the organization's business objectives and requirements,
and peers and best practices.

PricewaterhouseCoopers -- http://www.pwcglobal.com-- is the  
world's largest professional services organization. Drawing on the
knowledge and skills of more than 125,000 people in 142 countries,
PwC builds relationships by providing services based on integrity
and quality.


* Meetings, Conferences and Seminars
------------------------------------
July 10-12, 2003
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Eldorado Hotel, Santa Fe, New Mexico
               Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

July 17-20, 2003
   Northeast Bankruptcy Conference
      AMERICAN BANKRUPTCY INSTITUTE
         Hyatt Regency, Newport, RI
            Contact: 1-703-739-0800 or http://www.abiworld.org  

July 30-Aug. 2, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton, Amelia Island, FL
            Contact: 1-703-739-0800 or http://www.abiworld.org

July 31, 2003
   FOUNDATION FOR ACCOUNTING EDUCATION
      Bankruptcy and Financial Reorganization Conference
         New York, NY
            Contact: 1-800-537-3635 or visit www.nysscpa.org

September 18-21, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         The Venetian, Las Vegas, NV
            Contact: 1-703-739-0800 or http://www.abiworld.org

September 12, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      ABI/GULC "Views from the Bench"
         Georgetown Univ. Law Center, Washington, DC
            Contact: 1-703-739-0800 or http://www.abiworld.org  

October 2-3, 2003
   EUROFORUM INTERNATIONAL
      European Securitisation
         Hilton London Green Park
            Contact: http://www.euro-legal.co.uk

October 10 and 11, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Symposium on 25th Anniversary of the Bankruptcy Code
         Georgetown Univ. Law Center, Washington, DC
            Contact: 1-703-739-0800 or http://www.abiworld.org  

October 15-18, 2003
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Sixth Annual Meeting
         San Diego, CA
            Contact: http://www.ncbj.org/  

October 16-17, 2003
   EUROFORUM INTERNATIONAL
      Russian Corporate Bonds
         Renaissance Hotel, Moscow
            Contact: http://www.ef-international.co.uk

November 12-14, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Litigation Skills Symposium
         Emory University, Atlanta, GA
            Contact: 1-703-739-0800 or http://www.abiworld.org  

December 1-2, 2003
   RENAISSANCE AMERICAN MANAGEMENT, INC.
      Distressed Investing
         The Plaza Hotel, New York City, NY
            Contact: 800-726-2524 or
                     http://renaissanceamerican.com

December 3-7, 2003
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         La Quinta, La Quinta, California
            Contact: 1-703-739-0800 or http://www.abiworld.org

February 5-7, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, CO
            Contact: 1-703-739-0800 or http://www.abiworld.org

March 5, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Battleground West
         The Century Plaza, Los Angeles, CA
            Contact: 1-703-739-0800 or http://www.abiworld.org

April 15-18, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriott, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org

April 29-May 1, 2004
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Fairmont Hotel, New Orleans
               Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

May 3, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      New York City Bankruptcy Conference
         Millennium Broadway Conference Center, New York, NY
            Contact: 1-703-739-0800 or http://www.abiworld.org

June 2-5, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, MI
            Contact: 1-703-739-0800 or http://www.abiworld.org

June 24-26,2004
   AMERICAN BANKRUPTCY INSTITUTE
      Hawaii Bankruptcy Workshop
         Hyatt Regency Kauai, Kauai, Hawaii
            Contact: 1-703-739-0800 or http://www.abiworld.org

July 15-18, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      The Mount Washington Hotel
         Bretton Woods, NH
            Contact: 1-703-739-0800 or http://www.abiworld.org

July 28-31, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Reynolds Plantation, Lake Oconee, GA
            Contact: 1-703-739-0800 or http://www.abiworld.org

September 18-21, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         The Bellagio, Las Vegas, NV
            Contact: 1-703-739-0800 or http://www.abiworld.org

October 10-13, 2003
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Seventh Annual Meeting
         Nashville, TN
            Contact: http://www.ncbj.org/  

December 2-4, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Marriott's Camelback Inn, Scottsdale, AZ
            Contact: 1-703-739-0800 or http://www.abiworld.org

April 28- May 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriot, Washington, DC
            Contact: 1-703-739-0800 or http://www.abiworld.org  

July 14 -17, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Ocean Edge Resort, Brewster, MA
         Contact: 1-703-739-0800 or http://www.abiworld.org   

July 27- 30, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         Kiawah Island Resort and Spa, Kiawah Island, SC
            Contact: 1-703-739-0800 or http://www.abiworld.org

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, TX
            Contact: http://www.ncbj.org/  

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, CA
            Contact: 1-703-739-0800 or http://www.abiworld.org   

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.  
               
                          *********

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

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

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

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

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

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

                          *********

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

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

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

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

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

                *** End of Transmission ***