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

             Tuesday, July 15, 2003, Vol. 7, No. 138   

                          Headlines

8X8 INC: Fails to Regain Compliance with Nasdaq Requirements
ACTERNA CORP: Has Until Nov. 3 to Make Lease-Related Decisions
ADELPHIA: Reviewing Investors' Request to Appoint Board Members
AMRESCO: Fitch Upgrades Ratings on Series 1997-C1 Certificates
ANC RENTAL: Asks Court to Extend Lease Decision Period to Oct. 6

AQUILA INC: Earns Regulatory Nod to Collateralize Utility Assets
ARMSTRONG: Wins Summary Judgment against CCR Stalling Bond Draw
AVALON DIGITAL: Fails to Comply with Nasdaq Listing Requirements
B/E AEROSPACE: Will Publish June Quarter Results on July 22
BESTNET COMMS: May 31 Working Capital Deficit Stands at $700K

BEVSYSTEMS INT'L: Reaches Settlement with Several Creditors
CHART INDUSTRIES: Receives Court Approval of 'First Day' Motions
CHART INDUSTRIES: Signs-Up Bankruptcy Management as Claims Agent
CHARTER COMMS: Offering $1.7BB Sr. Notes via Private Placement
CHARTER COMMS: Preparing Cash Tender Offers for Certain Notes

CHYPS CBO 1997-1: S&P Places Junk Ratings on Watch Negative
CLAYTON HOMES: Receives Offer to Acquire Company from Cerberus
CLAYTON HOMES: Shareholders to Vote on Berkshire Offer Tomorrow
CNH GLOBAL: S&P Ratchets Corp. Credit Rating Down a Notch to BB-
COAST INVESTMENT: S&P Drops Three Note Ratings to Low-B

COMMUNICATION DYNAMICS: Intends to Sell Assets to Palisades
CYTO PULSE: Wants Court Blessing to Hire Locke as Accountant
DAISYTEK INT'L: Completes Asset Sale Transaction with Dexxon
DAYTON SUPERIOR: S&P Raises Loan Rating to BB- After Refinancing
DOLE FOOD: S&P Raises Senior Unsecured Notes One Notch to BB-

EL PASO CORP: Completes Two Asset Sales, Raising $102 Million
ENRON CORP: Employee Committee Reviewing Reorganization Plan
ENRON CORP: LNG Unit Selling Interests in Buenergia for $130MM
FLEMING: Gets Nod to Sell 9 Richmar Stores in Calif. for $34MM
GENCORP INC: Board Declares Quarterly Dividend Payable on Aug. 1

GENERAL DATACOMM: Court to Consider Proposed Plan on August 5
GENTEK INC: Has Until Sept. 30 to Move Actions to Delaware Court
GENUITY INC: Judge Beatty Approves Claims Objection Procedures
GLOBAL CROSSING: Committee Re-Affirms Support for SingTel Pact
GLOBAL CROSSING: Wants to Pull Plug on Impsat Telehouse Pacts

GRAND EAGLE: Committee Asks Court to Convert Case to Chapter 7
GREAT LAKES HEALTH: Fitch Drops Financial Strength Rating to D
HEADWAY CORPORATE: Hiring Weil Gotshal as Bankruptcy Attorneys
HOLLINGER INC: Reports Retraction Price of Retractable Shares
IMC GLOBAL: Commences $310-Mill. Senior Unsecured Note Offering

INFECTECH INC: Court Dismisses Involuntary Bankruptcy Petition
INSIGNIA SOLUTIONS: Hires Burr Pilger to Replace PwC as Auditors
JLG INDUSTRIES: S&P Concerned About $100MM Plan to Buy OmniQuip
JOSTENS INC: S&P Rates New Senior Secured Facilities at BB-
JP MORGAN: S&P Puts BB/B Class F & G Note Ratings on Watch Neg.

KEMPER INSURANCE: D Rating Spurs Ameriana to Make $1.2M Reserves
KINETIC CONCEPTS: Arranges New Senior Secured Credit Facility
KMART CORP: Asks Court to Fix Class 6 Claims Estimation Protocol
LIBERTY MEDIA: Delivers QVC Inc. Sale's Payment Terms to Comcast
LUCENT TECHNOLOGIES: Names Richard Levin & Karl Krapek to Board

MASSEY ENERGY: S&P Assigns BB+ Secured Credit Facility Rating
MEGO FINANCIAL: Floyd W. Kephart Resigns as Board's Chairman
MICROCELL TELECOMMS: Amaranth L.L.C. Discloses 1.9% Equity Stake
MIDWEST AIRLINES: Reaches Tentative Agreement with ALPA Pilots
MIDWEST AIRLINES: Reaches Tentative Pacts with 3 Labor Unions

MIDWEST AIRLINES: Reaches Tentative Pact with Flight Attendants
MIDWEST AIRLINES: Will Publish Second-Quarter Results on July 22
MIRANT: Files for Chapter 11 Reorganization in Fort Worth, Texas
MIRANT CORP: Case Summary & 50 Largest Unsecured Creditors
MISS. CHEM.: Fitch Withdraws Ratings Following Bankruptcy Filing

NATIONAL EQUIPMENT: Wants to Hire Ordinary Course Professionals
NATIONSRENT INC: Court Approves GE Capital Financing Agreement
NORD RESOURCES: Nord Pacific Files Additional Litigation vs. Co.
NRG ENERGY: Asks Court to Approve Lobiondo, et al. Agreement
OMNICARE INC: Will Publish Second-Quarter Results on July 31

PACIFIC WEBWORKS: Sells Logio Inc. Unit to Purchasers' Group
PAN AMERICAN: S&P Raises Corporate Credit Rating to B from CCC+
PEREGRINE SYSTEMS: Reaches Consensus on Plan of Reorganization
PG&E NAT'L: Obtains Approval to Continue Cash Management System
REVCARE: Grant Thornton Doubts Ability to Continue Operations

R.H. DONNELLEY: Will Publish Second Quarter Results on July 23
ROBOTEL: Founders/Buyers Re-establish Operations Under New Firm
SAXON ASSET: Fitch Junks Class BF-3 Note Rating at CCC
SHAW GROUP: Reports Slight Decline in Third Quarter 2003 Results
SPIEGEL GROUP: Lease Decision Deadline Extended to Jan. 31, 2004

TEN STIX INC: HJ & Associates Replaces AJ Robbins as Accountants
TRISM INC: Court Stretches Exclusivity Period through August 11
UNITED AIRLINES: Look for Second Quarter Fin'l Results on Aug. 1
UNITED AIRLINES: Court Okays Mercer's Engagement as Consultants
UNITED REFINING: Will Hold Conference Call on Friday

UPC POLSKA: Look for Schedules and Statements on August 21, 2003
U.S. CAN: S&P Rates New Second-Priority Senior Notes at CCC+
U.S. HOME: Richard Lehmann Recommends Bonds as Good Investments
U.S. ONCOLOGY: S&P Affirms BB Corporate Credit Rating
U.S. STEEL: Chairman Thomas J. Usher Says WTO Ruling Biased

VIEWPOINT CORP: Will Publish Second Quarter Results on July 30
WEIRTON STEEL: Adequate Protection for JP Morgan Trust Sought
WESTERN GAS: Will Publish Second Quarter Results on August 12
WESTERN WIRELESS: Commences $600M Senior Debt Private Placement
WESTINGHOUSE AIR: S&P Rates $150MM Senior Unsecured Notes at BB

WESTPOINT STEVENS: Intends to Assume 5 Alabama Power Contracts
WORLD WIRELESS: Further Delays SEC Form 10-Q Filing Until August
WORLDCOM INC: Wants Approval to Pull Plug on 155 Service Orders
WORLDCOM: Ethics Group Lauds McCrery-Matsui-McGinnis Legislation
XM SATELLITE: Richard Lehmann Recommends Bonds as Good Investment

* Large Companies with Insolvent Balance Sheets

                          *********

8X8 INC: Fails to Regain Compliance with Nasdaq Requirements
------------------------------------------------------------
8x8, Inc. (Nasdaq: EGHT) announced that on July 11, 2003, it
received a Nasdaq Staff Determination notification that the
Company had not, by July 7, 2003, regained compliance with the
minimum $1.00 closing bid price per share requirement, as set
forth in Marketplace Rule 4310(C)(4), and that, accordingly, its
securities would be subject to delisting from The Nasdaq SmallCap
Market at the opening of business on July 22, 2003.

Furthermore, the Company has been notified by the Nasdaq Staff
that it is not in compliance with Marketplace Rule 4310c(2)(B),
which requires the Company to have a minimum of $2,500,000 in
stockholders equity or $35,000,000 market value of listed
securities or $500,000 of net income from continuing operations
for the most recently completed fiscal year (or two of the three
most recently completed fiscal years).

As it is entitled pursuant to the procedures set forth in the
Nasdaq Marketplace Rule 4800 Series, the Company may appeal the
Nasdaq Staff's determination to a Nasdaq Listing Qualifications
Panel. The request for such a hearing must be received by Nasdaq's
Hearings Department on or before 4:00 pm (EDT) on July 18, 2003.
At this time, the Company intends to file a request for appeal of
the Staff determination to the Panel. There can be no assurance
that the Company's appeal will be successful.

8x8, Inc. offers the Packet8 broadband telephone service --
http://www.packet8.net-- consumer videophones, hosted iPBX  
solutions (through its subsidiary Centile, Inc.), and voice and
video semiconductors and related software (through its subsidiary
Netergy Microelectronics, Inc.).

                          *     *     *

                 Liquidity and Capital Resources

In its Form 10-Q for the period ended December 31, 2002, the
Company reported:

"As of December 31, 2002, we had cash and cash equivalents and
short-term investments approximating $6.3 million, representing
a decrease of approximately $2.2 million from September 30,
2002. We currently have no bank borrowing arrangements.

"Cash used in operations of approximately $6.1 million for the
first nine months of fiscal 2003 was primarily attributable to
the net loss of $7.6 million, adjusted for $1.0 million of non-
cash restructuring and other charges and $1.4 million of
depreciation and amortization and net cash used for changes in
operating assets and liabilities of $1.0 million. Cash used in
operations of approximately $6.5 million for the first nine
months of fiscal 2002 was primarily attributable to the net loss
of $6.0 million, adjusted for the non-cash extraordinary gain of
$779,000 and $3.2 million of depreciation and amortization and
net cash used for changes in operating assets and liabilities of
$2.8 million. Our negative operating cash flows primarily
reflect our net losses resulting from the same factors affecting
our revenues and expenses as described above.

"Cash used in investing activities in the nine months ended
December 31, 2002 was attributable to net purchases of
marketable equity securities of $178,000 and capital
expenditures of $130,000, partially offset by proceeds from the
sale of equipment of $40,000. Cash provided by investing
activities in the nine months ended December 31, 2001 is
attributable to proceeds from the sale of an investment in
marketable equity securities of $543,000 and proceeds from the
sale of equipment of $116,000, partially offset by capital
expenditures of $158,000.

"Cash provided by financing activities during the first nine
months of fiscal 2003 consisted primarily of proceeds resulting
from the sale of common stock to employees through our employee
stock purchase and stock option plans. Cash used in financing
activities during the first three quarters of fiscal 2002
consisted of the $4.5 million payment associated with the
redemption of the convertible subordinated debentures and
certain costs incurred in connection with the redemption, offset
partially by proceeds resulting from the sale of our common
stock to employees through our employee stock purchase and stock
option plans

"As of December 31, 2002, our principal commitments consisted of
obligations outstanding under noncancelable operating leases.

"As noted previously, we redeemed our convertible subordinated
debentures in December 2001. The consideration included the
issuance of 1,000,000 shares of our common stock to the lenders.
We have committed to maintaining the effectiveness of the
registration statement filed with the Securities and Exchange
Commission covering the resale of these shares. Should we fail
to maintain the effectiveness of the registration statement, we
may be required to pay cash penalties and redeem all or a
portion of the shares at the higher of $0.898 or the market
price of our common stock at the time of the redemption which
could have a material adverse effect on our cash flows and
results of operations. The value of the shares still held by the
lenders of $678,000 at December 31, 2002, based upon the $0.898
per share minimum potential redemption price, is reflected as
contingently redeemable common stock in the condensed
consolidated balance sheet.

"Based upon our current expectations, we believe that our
current cash and cash equivalents and short-term investments,
together with cash generated from operations, will satisfy our
expected working capital and capital expenditure requirements
through at least June 30, 2003. However, we believe we will need
additional working capital to fund operations shortly
thereafter. The possibility that we will not be able to meet our
obligations as and when they become due over the next twelve
months raises substantial doubt about our ability to continue as
a going concern. Accordingly, we have been pursuing, and will
continue to pursue, the implementation of certain cost reduction
strategies. Additionally, we plan to seek additional financing
and evaluate financing alternatives during the next twelve
months in order to meet our cash requirements for fiscal 2004.
We may also seek to explore business opportunities, including
acquiring or investing in complementary businesses or products
that will require additional capital from equity or debt
sources. Additionally, the development and marketing of new
products could require a significant commitment of resources,
which could in turn require us to obtain additional financing
earlier than otherwise expected. We may not be able to obtain
additional financing as needed on acceptable terms, or at all,
which may require us to reduce our operating costs and other
expenditures, including reductions of personnel and suspension
of salary increases and capital expenditures. Alternatively, or
in addition to such potential measures, we may elect to
implement other cost reduction actions as we may determine are
necessary and in our best interests, including the possible sale
or cessation of certain of our business segments. Any such
actions undertaken might limit our opportunities to realize
plans for revenue growth and we might not be able to reduce our
costs in amounts sufficient to achieve break-even or profitable
operations. If we issue additional equity or convertible debt
securities to raise funds, the ownership percentage of our
existing stockholders would be reduced and they may experience
significant dilution. New investors may demand rights,
preferences or privileges senior to those of existing holders of
our common stock. If we are not successful in these actions, we
may be forced to cease operations."


ACTERNA CORP: Has Until Nov. 3 to Make Lease-Related Decisions
--------------------------------------------------------------
Acterna Corp., and its debtor-affiliates obtained the Court's
approval extending their deadline within which they may assume,
assume and assign, or reject their unexpired real property leases
to the earlier of November 3, 2003 or the effective date of the
Debtors' reorganization plan.

The Unexpired Leases cover a wide range of property interests,
including corporate headquarters, office space, warehouses, and
other manufacturing facilities.  Each of these interests, although
varying in their purpose, is potentially important to the
continuation of the Debtors' operations. (Acterna Bankruptcy News,
Issue No. 6; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ADELPHIA: Reviewing Investors' Request to Appoint Board Members
---------------------------------------------------------------
Adelphia Communications Corporation (OTC: ADELQ) has received a
request from Wexford Capital LLC, Magten Asset Management Corp.,
and The Baupost Group to add principals of two of those firms to
the Adelphia Board of Directors. The requesting parties have
represented that they collectively own a majority of Adelphia's
Series B preferred stock, and that they are exercising rights
contained in the documents governing the Series B preferred stock
to increase the size of the Adelphia Board of Directors by two
directors to be elected by the holders of a majority of the Series
B Preferred Stock.

Adelphia is in the process of evaluating the request to determine
whether any right to elect two additional directors has been
triggered under the terms of the documents governing the Series B
preferred stock, and if a right has been triggered, whether that
right has been properly exercised by the parties making the
request. Adelphia is further evaluating whether any such rights
can be exercised in the context of Adelphia's bankruptcy .

As part of its current corporate governance policies, Adelphia has
procedures in place for the identification, nomination and
appointment of Board Members who can bring the expertise and
experience necessary to help the company emerge successfully from
its bankruptcy proceedings and provide expertise and guidance
post-emergence. Adelphia will consider the current request from
the Series B preferred shareholders within the context of current
policies, and as part of Adelphia's overall search for new and
truly independent Board members.

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


AMRESCO: Fitch Upgrades Ratings on Series 1997-C1 Certificates
--------------------------------------------------------------
AMRESCO Commercial Mortgage Funding I Corp.'s mortgage pass-
through certificates, series 1997-C1, are upgraded by Fitch
Ratings as follows: $24 million class B to 'AAA' from 'AA+'; $12
million class C to 'AA+' from 'AA'; $21.6 million class D to 'A+'
from 'A'; $26.4 million class E to 'BBB+' from 'BBB'; and $9.6
million class F to 'BBB' from 'BBB-'. The following classes are
affirmed by Fitch: $4.5 million class A-1, $40 million class A-2,
$141.6 million class A-3 and interest-only class X at 'AAA'; $31.2
million class G at 'BB'; $4.8 million class H at 'BB-'; $7.2
million class J at 'B'; and $2.4 million class K at 'B-'. Fitch
does not rate the $12 million class L certificates. The rating
actions follow Fitch's annual review of the transaction, which
closed in June 1997.

The upgrades are primarily the result of increased subordination
levels due to loan payoffs and amortization. As of the June 2003
distribution date, the pool's aggregate principal balance has been
reduced by 29.7%, to $337.3 million from $480.1 million at
issuance. The trust has no realized losses to date.

CapMark Services, L.P., the master servicer, collected year-end
2002 financials for 81% of the pool. Based on the information
provided the resulting YE 2002 weighted average debt service
coverage ratio (DSCR) for these loans increased to 1.69 times from
1.33x at issuance.

Two of the top three loans (9.3%) reported YE 2002 DSCRs below
1.00x. The largest of them (5.2% by balance), secured by a power
center in Tulsa, OK is 90+ days delinquent and in special
servicing. Current occupancy is 42%. If a lease with a prospective
tenant is executed, occupancy would increase to 74%. The third
largest loan (4.2%), secured by a retail property in Houston, TX,
is currently on the watchlist due to a low DSCR. A new tenant,
Marshall's, began paying rent in November 2002 and the new rent
will increase the property's net cash flow going forward. Current
occupancy is 85%.

Fitch identified several additional loans of concern and applied
various stress scenarios. Even under these stressed conditions,
subordination levels remain sufficient to upgrade classes B
through F and affirm the remaining classes.

Fitch will continue to monitor this transaction, as surveillance
is ongoing.


ANC RENTAL: Asks Court to Extend Lease Decision Period to Oct. 6
----------------------------------------------------------------
During these Chapter 11 cases, ANC Rental Corporation and its
debtor-affiliates have been diligently focusing on developing
cost-saving strategies, developing a business strategy,
implementing their business strategy of consolidating Alamo and
National operations at airports throughout the country, and
obtaining financing to purchase the vehicles critical to their
business.  During this time, the Debtors have, inter alia,
rejected 450 real estate and equipment leases, assumed 13 leases,
and closed 190 additional Alamo Local locations upon the
expiration of their leases.  The Debtors also reached a settlement
with certain of their secured creditors regarding certain
potential preference claims and reached a settlement with
AutoNation regarding claims emanating from the spin-off of their
operations.

While the Debtors have been working diligently to evaluate, which
Leases will be rejected or assumed and assigned to the ultimate
purchaser, in light of the present status of these Chapter 11
cases, it would be virtually impossible for the Debtors to make a
reasoned and informed decision with respect to which of the
remaining Leases to assume or reject, since the Debtors do not
know which Leases a potential purchaser will be interested in
having the Debtors assume and assign to them or which Leases they
should reject.  Accordingly, the Debtors ask Judge Walrath to
extend their lease decision period to October 6, 2003.

Elio Battista, Jr., Esq., at Blank Rome LLP, in Wilmington,
Delaware, asserts that the Debtors' decision to assume or reject
a particular Lease, and the timing of the assumption or rejection,
depends in large part on whether the location that relates to the
Lease will play a future role in the Debtors' operations going
forward.  The decisions cannot be made properly and responsibly in
these cases without an extension of the lease decision period.

Mr. Battista reports that the Debtors have 368 locations
throughout the United States that are still eligible to be assumed
or rejected.  Over the course of these cases, the Debtors intend
to constantly re-evaluate each different location to determine its
future role in their operations.  If the Debtors are forced to
make the determination whether to assume or reject the Leases now,
or in the near term, they could be compelled to make an imprudent
determination that would negatively affect their ability to
reorganize successfully or to sell the companies.

Mr. Battista points out that the Leases represent important assets
of the Debtors' estates and any decision with respect to assuming
or rejecting the Leases will be central to a plan or plans of
reorganization.  Many of the Leases are for properties critical to
the Debtors' operations.  The Debtors use the properties for their
corporate offices, reservation centers, on-airport and off-airport
rental sites, sales offices and vehicle storage and maintenance
facilities.

Judge Walrath will convene a hearing on July 21, 2003 to consider
the Debtors' request.  By application of Del.Bankr.LR 9006-2, the
Debtors' lease decision period is automatically extended through
the conclusion of that hearing. (ANC Rental Bankruptcy News, Issue
No. 35; Bankruptcy Creditors' Service, Inc., 609/392-0900)


AQUILA INC: Earns Regulatory Nod to Collateralize Utility Assets
----------------------------------------------------------------
Aquila, Inc. (NYSE:ILA) has received approval from the Colorado
Public Utilities Commission to pledge its utility assets in the
state as collateral for the working capital requirements of
Aquila's utility operations.

The company requested permission on May 1 to add the assets of its
Colorado operations to an existing pool of regulated and non-
regulated assets currently securing a $430 million loan, the
majority of which is supporting Aquila's utility operations.

Colorado's Commission Trial Staff and Aquila entered into a
settlement agreement on June 6. An administrative law judge
conducted a hearing on the settlement and issued a recommended
order approving the settlement on June 20. The recommended
decision became final Friday.

The decision allows Aquila to use debt secured by its assets to
meet the traditional working capital needs of a utility, including
the purchase of natural gas and electricity supplies, upgrade of
its distribution systems, maintenance of power plants, and other
activities that enhance Aquila's ability to provide safe, reliable
energy service.

"We're pleased with the outcome and with the mutual agreement that
we were able to reach with the Commission Trial Staff, which was
approved by the Colorado Public Utilities Commission," said Jon
Empson, Aquila's senior vice president of Regulatory, Legislative
and Gas Supply Services. "The settlement is in the best interests
of our customers and Aquila, and creates a win-win situation that
helps us deliver on our ongoing commitment to provide safe,
reliable and competitively priced service to our customers."

As required by its loan agreements, Aquila also has requested
approval to use its utility assets in other states to provide
additional collateral for its $430 million loan. Requests are
pending in Iowa, Minnesota, Kansas and Missouri.

Securing debt with utility assets was a common practice in the
1980s and early 1990s. During the economic boom of the mid- to
late-1990s, the practice faded when the cost differential between
secured and non-secured debt was insignificant. Until the latter
part of the 1980s, Aquila primarily issued secured debt to support
its utility operations.

Stipulations in the final Commission order include Aquila's
agreement to:

-- Use a predetermined hypothetical capital structure for future
   electric or natural gas rate filings that rely on a test year
   containing all or part of 2003, 2004 and 2005.

-- Apply proceeds from the actions described in Aquila's financial
   plan to reduce debt and other financial obligations for both
   its non-regulated and non-domestic utility operations, subject
   to cash for working capital needs.

-- Not start any new non-regulated business ventures through 2005.

-- Defer its request to extend the pledge of Colorado utility
   assets to secure future replacement of long-term debt until
   after it finalizes similar applications in Iowa, Kansas,
   Minnesota and Missouri.

-- Comply with various reporting requirements designed to
   determine Aquila's progress in implementing its financial plan
   and provide notice of material deviations from its plan.

-- Comply with various reporting requirements relating to quality
   of service for the company's natural gas and electric
   operations.

"Our objective was to provide the states with a full and detailed
explanation of Aquila's plans to restore financial stability while
ensuring that these steps would not have any adverse impact on our
utility customers," said Empson. "The agreement we were able to
reach with the Commission accomplishes that."

Based in Kansas City, Missouri, Aquila operates electricity and
natural gas distribution networks serving customers in seven
states and in Canada, the United Kingdom and Australia. The
company 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. Fitch also
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: Wins Summary Judgment against CCR Stalling Bond Draw
---------------------------------------------------------------
Weil, Gotshal & Manges LLP, one of the world's leading law firms,
represented Armstrong World Industries in its successful motion
for summary judgment against the Center for Claims Resolution.  On
July 9, 2003, US District Court Judge Alfred Wolin ruled that a
$56 million surety bond purchased by Armstrong was unenforceable
because it failed to contain an essential term. A draw on the bond
would have resulted in a $56 million indemnity claim against
Armstrong's estate.

Armstrong World Industries was one of the companies that founded
the CCR 15 years ago to administer, litigate and settle asbestos
claims. The bond related to future payment obligations under
certain settlement agreements negotiated by CCR with groups of
asbestos plaintiffs. After Armstrong filed its chapter 11 petition
in December 2000, CCR attempted to draw the full amount of the
bond.

"The bond referred to a collateral agreement that defined the
obligations purportedly covered by the bond," said David
Hickerson, litigation partner with Weil, Gotshal & Manges.
"However, Armstrong and CCR both acknowledged that no such
agreement ever existed," Hickerson added.

Weil, Gotshal & Manges is an international law firm of nearly
1,100 attorneys, including 285 partners. The firm has its
worldwide headquarters in New York City and offices in Austin,
Boston, Brussels, Budapest, Dallas, Frankfurt, Houston, London,
Miami, Paris, Prague, Silicon Valley, Singapore, Warsaw and
Washington, D.C.

               Weil, Gotshal & Manges LLP's Team

Partners: David Hickerson (Litigation, Washington, DC); Stephen
Karotkin (Business Finance and Restructuring, NY); and Debra A.
Dandeneau (Business Finance and Restructuring, NY)

Associates: Tina Hsu (Litigation, Washington, DC); George J. Hazel
(Litigation, Washington DC); and Peter M. Friedman (Litigation,
Washington DC).


AVALON DIGITAL: Fails to Comply with Nasdaq Listing Requirements
----------------------------------------------------------------
Avalon Digital Marketing Systems, Inc. (Nasdaq: AVLNE) received a
Nasdaq Staff Determination indicating that the company fails to
comply with the shareholders' equity, market value of listed
securities, and net income from continuing operations requirement
for continued listing set forth in Nasdaq Marketplace Rule
4310(C)(2)(B). Therefore, its securities are subject to delisting
from the Nasdaq SmallCap Market. Although the company has been
working with Nasdaq through a hearing process, the company is not
currently in compliance with the continued listing requirements
and there can be no assurance that the company's shares will
continue to be listed on Nasdaq SmallCap Market. If the company's
shares are delisted, it is likely that the shares will continue to
trade over-the-counter.

Avalon Digital Marketing Systems, Inc., with headquarters in Utah,
provides digital messaging software and services that automate and
enhance sales and marketing communications for small and medium
enterprises. Avalon's technologies and services allow its
customers to create, manage, deliver and track rich media email
marketing campaigns as well as individual 1-to-1 communications.

                          *     *     *

                 "We Need Additional Financing"

In its Form 10-Q filed for the period ended December 31, 2002,
Avalon Digital reported:

"Our liquidity is significantly impacted by credit and collections
issues. Our Small Business channel has generated large balances of
receivables and, depending on the quality of the credit and cash
needs, we sell certain of the receivables, at a discount, to
financing sources. Receivables that have not been sold are
retained and billing and collecting administration have been
outsourced. A large portion of the Small Business customers have
historically had sub-prime credit. Accordingly, many of the
receivables generated by these customers may have high credit
risk.

"At December 31, 2002, our cash position required that we actively
seek additional capital. As of December 31, 2002, we had current
assets of approximately $2.4 million and current liabilities of
approximately $10.8 million. This represents a working capital
deficit of approximately $8.4 million. The negative working
capital balance includes as current liabilities approximately $1.3
of deferred revenues and is mitigated by approximately $0.8
million in net contracts receivables included in long-term assets.

"The Company's line of credit facility with Zions Bank includes
covenants for tangible net worth and debt coverage ratios.  As
of December 31, 2002, the balance on the line was  $247,822, and
the Company was in violation of these covenants, and has sought
waivers. As of the date hereof, the bank has not waived the
violations, and if it were to demand payment of the entire
balance, the Company's liquidity would suffer. In January 2003,
in exchange for an advance of $250,000 on the line, the Company
designated  a recurring revenue stream in the amount of
approximately $40,000 per month for repayment of the outstanding
balance on the line.

"The $250,000 principal payment due to Radical Communication,
Inc., on October 1, 2002 has not been made, and in February 2003,
$50,000 of the past due amount was converted into common stock at
$4 per share. We are seeking an extension or conversion into
equity of some or all of the balance.

"We have $820,000 of convertible notes payable that were due on
November 21, 2002. The notes were convertible into common stock
at the options of the holders, for the lower of $8.70 or the
price of a private placement of our common stock, but not
converted. In November 2002, the note holders agreed to amend
the repayment terms of the notes to increase the interest rate
to 14%, lower the conversion price to $3 per share, establish
payment terms calling for six equal monthly principal payments
beginning in January 2003 through June 2003. In January 2003,
$130,667 of the notes were converted into 43,570 shares of
common stock. As of February 10, 2003, the balance of the January
payment that was not converted into common stock amounted to
$50,107 and had not been paid.

"In February 2003, a group of investors led by East-West Capital
Associates, Inc., and its affiliate, East West Venture Group,
LLC agreed to fund the $175,000 remainder of its $3 million
obligation to purchase our common stock at $4 per share, by
providing $25,000 in cash and $150,000 through the conversion of
a portion of the note payable to Radical Communication, Inc.
into common stock on the same terms. In addition, the February
2003 amendment to the stock purchase agreement terminated the
remaining financing commitment of $800,000 in exchange for a
cash investment of $200,000 in the Company by East-West Capital
in the form of a convertible secured debenture, bearing interest
at 10% per annum, and maturing on the earlier of 120 days from
the funding date or the closing of a financing for at least an
additional $500,000 or more of equity or debt. The debenture may
be converted at the option of the holder at the lesser of (i)
$1.375 per share or (ii) the same terms and conditions as a
proposed new equity financing by the Company. The Company also
agreed to reprice previous warrants issued to East-West Capital
and its affiliates to $2.00 per share. East-West Capital agreed
to eliminate the protective provisions of the related investor
rights agreement and provide active assistance to the Company in
its proposed new equity financing efforts. To date, East-West
Capital has otherwise satisfied all of their original financing
commitments to the Company.

"Since the closing of the reverse acquisition of MindArrow, the
Company has taken steps to reduce monthly cash operating expenses
and identify new sources of revenue. We are currently seeking
additional debt and equity financing and are currently evaluating
proposals from investors under those terms. However, no binding
agreements have been signed and there is no certainty that terms
acceptable to the Company and investors can be reached.

"The accompanying consolidated financial statements have been
prepared in conformity with accounting principles generally
accepted in the United States of America, which contemplate
continuation of the company as a going concern.

"In our view, recoverability of a major portion of the recorded
asset amounts shown in the accompanying balance sheet is dependent
upon our continued operations, which in turn is dependent upon our
ability to meet obligations on a continuing basis. The
consolidated financial statements do not include any adjustments
relating to the recoverability and classification of recorded
asset amounts or amounts and classification of liabilities that
might be necessary should we be unable to continue in existence."


B/E AEROSPACE: Will Publish June Quarter Results on July 22
-----------------------------------------------------------
B/E Aerospace, Inc. (Nasdaq:BEAV) will release its financial
results for the three months ended June 30, 2003 prior to the
opening of the Nasdaq Stock Market on Tuesday, July 22 and will
hold a conference call to discuss the results at 9:00 a.m. Eastern
time on July 22. To listen live via the Internet, visit the
Investors section of B/E's Web site at http://www.beaerospace.com
and follow the link to "Webcasts."

B/E suggests that you check his link well in advance of the
conference call to ensure that your computer is configured to
receive the webcast.

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

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


BESTNET COMMS: May 31 Working Capital Deficit Stands at $700K
-------------------------------------------------------------
BestNet Communications Corporation (OTC Bulletin Board: BESC), a
provider of proprietary global communication solutions, announces
its results for the third quarter of fiscal 2003.

As stated in a previous press release, revenues for the quarter
totaled over $387,000 USD setting a new record and up 31% over the
same period of fiscal 2002.  Gross margins more than doubled based
on the same period comparison and are continuing to improve.  
EBITDA, which represents virtually all of the cash used in current
operations on a monthly basis is down over 62% based on fiscal
2003 and 2002 third quarter comparison.

BestNet Communications' May 31, 2003 balance sheet shows that its
total current liabilities outweighed its total current assets by
about $700,000.

Robert A. Blanchard, President and CEO of BestNet Communications
Corporation commented, "The third quarter of 2003 was one of
continuous improvement and growth for us.  I am particularly
pleased with our continuing record setting revenue growth and
strategic deployment of cash resources.  The fact that revenue is
up 31% while cash used is down over 60% in comparable periods
indicates we are making good choices with our marketing and sales
initiates.  This is further reinforced by the increase we have
seen in both corporate and active accounts this fiscal year to
date.  Thus far we have added over 350 new corporate accounts
along with 4,000 new individual accounts.  I encourage our
investors to listen to our audio update which can be found at
http://www.bestnetcom.com/investor.htmand review our 3rd quarter
10-Q which will be filed next week for more detailed information
on the progress we are making."

BestNet will hold a meeting of its shareholders on Wednesday
September 17th, 2003 at a location and time to be announced to
provide a comprehensive update and conduct business important to
all shareholders.  Details on the meeting will follow.

BestNet Communications is a global communication solutions
provider of international long distance, conference calling and
ClicktoPhone communication services.  BestNet's services are
accessed via the internet and delivered using standard phone
lines.  This results in a cost effective, high quality service for
both businesses and consumers.

Under the brand name Bestnetcall(TM) -- http://www.bestnetcall.com
-- patented services offer clients premium quality calls and
conference calling worldwide, at significantly lower rates.  Calls
and conference calls can also be launched via a desktop
application or handheld devices including Palm(TM), Pocket PC(R)
and Blackberry(TM) and used with any standard or wireless phone.  
In addition the company's new ClicktoPhone(TM) service --  
http://www.ClicktoPhone.com-- enables clients to add secure and  
anonymous voice communication connectivity anywhere in the world
to web sites, web banners, pictures, electronic documents, and
customized e-mail calling buttons.  BestNet's communication
solutions are now powered by our new GlobalPlex technology.


BEVSYSTEMS INT'L: Reaches Settlement with Several Creditors
-----------------------------------------------------------
BEVsystems International Inc. (OTCBB:BEVI) reached settlement
agreements with six creditors that have judgments against the
Company. The Company has reached agreement to satisfy several
additional creditors with a combination of cash and/or stock. The
Company has made continued progress towards restructuring its
business and Balance Sheet.

G. Robert Tatum, the Company's Chief Executive Officer hailed
these events as "significant progress" towards moving the Company
forward under its previously announced restructuring plans. Tatum
went on to say that "while there are still many additional
challenges as well as some litigation issues that we are currently
negotiating, we believe we are in the final phases of getting the
Company back on track."

The Company has used both cash and stock in negotiating with
creditors. Some have converted from debt to equity and many of
these agreements call for payouts in restricted shares at
significant discounts or payouts over time. The Company stated,
that it used its best efforts to not create significant pressure
on its stock by the methodology it employed in these negotiated
settlements that have resulted in either the issuance of
restricted stock or the issuance of shares on a monthly basis.
Some of these issues shall be covered under a pending S-8
registration statement. This registration statement shall also
include amongst other expenses, future professional fees to the
Company's attorneys, outsourced professional services and other
consultants.

Miami-based BEVsystems International, Inc. (OTCBB:BEVI) is a fast-
growing leader in the premium beverage industry. With sales in 22
countries, the success of its flagship Life02 SuperOxygenated
Water brand, infused with up to 1,500 percent more oxygen via
patented process and technology innovations, underscores
BEVsystems' commitment to research and technology to deliver
superior quality beverage products. A recently published peer
review study in The European Journal of Medical Research details
the medical benefits of oxygen-enriched water. Visit
http://www.bevsystems.com  

As reported in Troubled Company Reporter's April 11, 2003 edition,
BevSystems International, Inc.'s primary source of liquidity has
historically consisted of sales of equity securities and debt
instruments. The Company is currently engaged in discussions with
numerous parties with respect to raising additional capital. The
Company has incurred operating losses, negative cash flows from
operating activities and has negative working capital.

These conditions raise substantial doubt about the Company's
ability to continue as a going concern. The Company has initiated
several actions to generate working capital and improve operating
performances, including equity and debt financing. There can be no
assurance that the Company will be able to successfully implement
its plans, or if such plans are successfully implemented, that the
Company will achieve its goals.

Furthermore, if the Company is unable to raise additional funds,
it may be required to reduce its workforce, reduce compensation
levels, reduce dependency on outside consultants, modify its
growth and operating plans, and even be forced to terminate
operations completely. The Company does not intend to manufacture
bottled water products without firm orders in hand for its
products. The Company intends to expend costs over the next twelve
months in advertising, marketing and distribution. These costs are
expected to be expended prior to the receipt of significant
revenues. There can be no assurance that the company will generate
significant revenues as a result of its investment in advertising,
marketing and distribution and there can be no assurance that the
company will be able to continue to attract the capital required
to fund its business plan. However, the Company has no definitive
plans or arrangements in place with respect to additional capital
sources at this time. The Company has no lines of credit available
to it at this time. There is no assurance that additional capital
will be available to the Company when or if required.


CHART INDUSTRIES: Receives Court Approval of 'First Day' Motions
----------------------------------------------------------------
Chart Industries, Inc. (OTCPK: CTIT) has made significant progress
in its restructuring in the first few days since its Chapter 11
filing, including receiving interim Court approval of a debtor-in-
possession credit facility and use of cash collateral balances to
fund its operations during the bankruptcy. The Company also
received approval of a number of "first day motions" from the U.S.
Bankruptcy Court for the District of Delaware. The Court has
scheduled the hearing on confirmation of the Company's
pre-packaged plan for September 3, 2003. The Company expects to
emerge from Chapter 11 as soon as practicable thereafter.

On July 8, 2003, Chart and certain of its U.S. subsidiaries 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.

On July 10, 2003, the Bankruptcy Court approved all "first day
motions" that are intended to support the Company's employees,
customers and vendors, and provide other forms of operational and
financial stability such as the continued use of existing bank
accounts, as Chart proceeds with its restructuring. With regard to
employees, the Bankruptcy Court authorized payment of pre-petition
and post-petition wages and benefits. With regard to vendors and
suppliers, the Court has authorized Chart to pay pre-petition
vendor obligations in the ordinary course of business as long as
the vendors or suppliers return the Company to normal credit
terms.

The Court also granted interim approval of a new $40 million
debtor-in-possession (DIP) credit facility and authorized the
Company to use up to $25 million of the credit facility until the
Court holds a hearing to consider final approval of the DIP
facility, which is scheduled for August 12, 2003. The DIP
financing will provide the Company sufficient liquidity to
continue operations, pay employees and purchase goods and services
during the Chapter 11 case.

"We accomplished a great deal in the last few days since our
Chapter 11 filing," said Arthur S. Holmes, Chart's Chairman and
Chief Executive Officer. "We are pleased with the prompt approval
by the Bankruptcy Court of our 'first day motions,' which, taken
together, will enable the Company to operate without interruption
and meet normal business obligations. Moreover, these
accomplishments will allow us to remain focused on serving
customers, a top priority during the restructuring process."

Holmes continued, "We are extremely grateful for the overwhelming
support we've received from our customers, our vendor partners and
especially our employees." Chart's operations worldwide have
continued without interruption and customer needs have been met.
"Our operations continue to function normally and we are
maintaining our commitment to provide quality products and
services to our customers," Holmes said.

More information about Chart's reorganization case will be
available at http://www.bmccorp.net/chartor from the Company's  
restructuring information line at: 866-258-8753. The case has been
assigned to the Honorable Judge Jerry W. Venters under case number
03-12114 (JWV). Information on the case can also be obtained on
the Bankruptcy Court's Web site with Pacer registration:
http://www.deb.uscourts.gov/

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/


CHART INDUSTRIES: Signs-Up Bankruptcy Management as Claims Agent
----------------------------------------------------------------
Chart Industries, Inc., and its debtor-affiliates wants to employ
Bankruptcy Management Corporation as the Official Claims, Noticing
and Balloting Agent in their chapter 11 cases and asks the U.S.
Bankruptcy Court for the Delaware to approve the appointment.  

In its capacity as the Claims, Noticing and Balloting Agent, the
Debtors expect BMC to:

     1) prepare and serve required notices in these chapter 11
        cases, including:

        (a) a notice of commencement of these chapter 11 cases
            and the initial meeting of creditors under section
            341(a) of the Bankruptcy Code;

        (b) a notice of the claims bar date;

        (c) notices of objections to claims;

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

        (e) such other miscellaneous notices as the Debtors or
            the Court may deem necessary or appropriate for an
            orderly administration of these chapter 11 cases;

     2) within five business days after the service of a
        particular notice, file with the Clerk's office an
        affidavit of service that includes:

          (i) a copy of the notice served,

         (ii) an alphabetical list of persons on whom the notice
              was served, along with their addresses, and

        (iii) the date and manner of service;

     3) maintain copies of all proofs of claim and proofs of
        interest filed in these cases;

     4) maintain official claims registers in these cases by
        docketing all proofs of claim and proofs of interest in
        a claims database that includes the following
        information for each such claim or interest asserted:

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

        (b) the date the proof of claim or proof of interest was
            received by BMC and/or the Court;

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

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

     5) implement necessary security measures to ensure the
        completeness and integrity of the claims registers;

     6) transmit to the Clerk's office a copy of the claims
        registers on a monthly basis, unless requested by the
        Clerks Office on a more or less frequent basis;

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

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

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

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

    11) provide temporary employees to process claims, as
        necessary;

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

    13) balloting and solicitation services, including preparing
        ballots, producing personalized ballots and tabulating
        creditor ballots on a daily basis; and

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

In addition, the Debtors employ BMC to assist them with, among
other things, certain data processing and ministerial
administrative functions, including:

  (a) preparing their schedules, statements of financial affairs
      and master creditor lists, and any amendments thereto;

  (b) if necessary, reconciling and resolving claims; and

  (c) acting as solicitation and disbursing agent in connection
      with the chapter 11 plan process.

Sean Allen, President of BMC assures the Court that BMC is a
"disinterested person" as that term is defined in the Bankruptcy
Code.  As exchange for BMC's services, it will bill the Debtors
its current hourly rates:

          Principals               $200 to $275 per hour
          Consultants              $ 95 to $200 per hour
          Case Support             $ 75 to $150 per hour
          Technology Services      $125 to $175 per hour
          Information services     $ 40 to $ 75 per hour

Chart Industries, Inc., headquartered in Cleveland, Ohio, are
suppliers of standard and custom-engineered products and systems
serving a wide variety of low-temperature and cryogenic
operations. The Company filed for chapter 11 protection on July 8,
2003 (Bankr. Del. Case No. 03-12114).  Mark S. Chehi, Esq., at
Skadden, Arps, Slate, Meagher & Flom represents the Debtors in
their restructuring efforts.  When the Company filed for
protection from its creditors, it listed $268,082,000 in total
assets and $361,228,000 in total debts.


CHARTER COMMS: Offering $1.7BB Sr. Notes via Private Placement
--------------------------------------------------------------
Charter Communications, Inc.'s (NASDAQ:CHTR) indirect
subsidiaries, CCH I, LLC and CCH Capital Corporation, and CCH II,
LLC and CCH II Capital Corporation, each of which is a direct or
indirect subsidiary of Charter Communications Holdings, LLC,
intend to initiate private placements aggregating approximately
$1.7 billion principal amount of new senior notes.

The net cash proceeds from the issuance of the new senior notes
will be used to fund the Company's and Holdings' previously
announced cash tender offers for a portion of the Company's
convertible senior notes and a portion of Holdings' senior notes
and senior discount notes. The Company currently anticipates that
up to approximately $500 million of the net cash proceeds would be
used to repay indebtedness under one or more of the Company's
subsidiaries' credit facilities. The new senior notes will not be
registered under the Securities Act of 1933 or any state
securities laws. Thus, the new senior notes may not be offered or
sold in the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act
of 1933 and any applicable state securities laws.

                         *    *    *

In early January, Moody's Investors Services warned that Charter
Communications, Inc., may breach a bank debt covenant this
quarter, and reacted negatively to talk that a restructuring is
"increasingly likely" in the near to medium term and there's a
"growing probability of expected credit losses."

                  Restructuring Advisers Hired

Charter reportedly chose Lazard as its restructuring adviser,
according to TheDeal.com (edging-out Goldman Sachs Capital
Partners, Carlyle Group, Thomas H. Lee Partners, UBS Warburg and
Morgan Stanley) to explore strategic alternatives. The New York
Post, citing unidentified people familiar with the situation, says
those alternatives may involve selling assets or bringing in
private equity partners.

Charter co-founder Paul Allen has brought Miller Buckfire Lewis &
Co. onto the scene to protect his 54% stake that cost him $7-plus
billion.  Alvin G. Segel, Esq., at Irell & Manella LLP in Los
Angeles has served as long-time legal counsel to Mr. Allen and his
investment firm, Vulcan Ventures.


CHARTER COMMS: Preparing Cash Tender Offers for Certain Notes
-------------------------------------------------------------
Charter Communications, Inc. (NASDAQ: CHTR) and its indirect
subsidiary, Charter Communications Holdings, LLC, intend to
commence cash tender offers today for a portion of the Company's
convertible senior notes and a portion of Holdings' senior notes
and senior discount notes. The Company intends to fund the tender
offers through a $1.7 billion financing by subsidiaries of the
Company. The tender offers are intended to reduce the Company's
consolidated debt and extend the maturities of its outstanding
indebtedness.

                     CCI Tender Offers

CCI's tender offers relate to both series of its convertible
senior notes. Pursuant to the tender offers, CCI is offering to
acquire up to $1,106 million of the outstanding principal amount
of the CCI Notes. The table below shows, among other things, the
principal purchase amount of each series of CCI Notes that CCI is
seeking to purchase and the tender offer consideration that CCI
will pay for each series of CCI Notes.

CCI's tender offers will expire at 8:00 a.m., New York City time,
on Friday, August 8, 2003, unless extended or earlier terminated.
Holders whose CCI Notes are validly tendered and accepted for
purchase will be paid the applicable tender offer consideration
plus accrued and unpaid interest to, but not including, the
payment date.

The Notes      CUSIP    Principal    Principal    Tender Offer
               Number    Amount      Purchase     Consideration(1)
                       Outstanding(2) Amount

4.75% Convertible
Senior Notes
due 2006     16117MAC1 $632,500,000 $506,000,000         $800.00

5.75% Convertible
Senior Notes
due 2005
             16117MAB3
             16117MAA5 $750,000,000 $600,000,000         $825.00

(1)  Aggregate principal amount outstanding as at June 30, 2003.
(2)  Per $1,000 principal amount of notes that are accepted for
     purchase.

CCI's obligation to accept CCI Notes tendered and to pay the
tender offer consideration is subject to a number of conditions
which will be set forth in the Offer to Purchase and Letter of
Transmittal for the tender offers.

Citigroup Global Markets Inc., is the dealer manager for the CCI
tender offers. Questions concerning the terms of the CCI tender
offers should be directed to Citigroup's Liability Management
Desk, 390 Greenwich Street, 4th Floor, New York, New York 10013,
telephone: (800) 558-3745. The Bank of New York is the depositary
agent in connection with the CCI tender offers. D.F. King & Co.,
Inc., is the information agent for the CCI tender offers.

At the time that CCI commences its tender offers it intends to
file a Tender Offer Statement on Schedule TO with the Securities
and Exchange Commission, which will contain the complete terms and
conditions of the tender offers in an Offer to Purchase and Letter
of Transmittal and will be mailed to holders of the CCI Notes.
Holders of the CCI Notes are urged to read the tender offer
documents carefully when they become available because they will
contain important information. Copies of the offer to purchase and
letter of transmittal may be obtained free of charge from at the
SEC's Web site http://www.sec.gov

                    Holdings Tender Offers

Holdings' tender offers relate to the senior notes and senior
discount notes listed in the table below (the "Holdings Notes").
Pursuant to the tender offers, Holdings is offering to purchase up
to $285.0 million of outstanding principal amount of its notes.
The table below shows the principal purchase amount of each series
of Holdings Notes that Holdings is seeking to purchase and the
tender offer consideration that Holdings will pay for each series
of Holdings Notes. Tenders of Holdings Notes may not be withdrawn
after 8:00 a.m., New York City time, on Friday, August 8, 2003,
except under limited circumstances. Holdings' tender offers will
expire at 8:00 a.m., New York City time, on Friday, August 8,
2003, unless extended or earlier terminated. Holders whose
Holdings Notes are validly tendered and accepted for purchase will
be paid the applicable tender offer consideration plus (except for
the senior discount notes) accrued and unpaid interest to, but not
including, the payment date.

Holdings' obligation to accept Holdings Notes tendered and pay the
tender offer consideration is subject to a number of conditions
which are set forth in the Offer to Purchase and Letter of
Transmittal for the tender offers.

Citigroup is the dealer manager for the Holdings tender offers.
Questions concerning the terms of the Holdings tender offers
should be directed to Citigroup's Liability Management Desk, 390
Greenwich Street, 4th Floor, New York, New York 10013, telephone:
(800) 558-3745. The Bank of New York is the depositary agent in
connection with the Holdings tender offers. D.F. King & Co., Inc.
is the information agent for the Holdings tender offers.

The complete terms and conditions of the Holdings tender offers
will be set forth in an Offer to Purchase and Letter of
Transmittal that will be mailed to holders of the Holdings Notes.
Holders of the Holdings Notes are urged to read the tender offer
documents carefully when they become available because they will
contain important information. Copies of the Offer to Purchase and
Letter of Transmittal may be obtained from the information agent
at (800) 549-6650.

Charter Communications, A Wired World Company(TM), is the nation's
third-largest broadband communications company. Charter provides a
full range of advanced broadband services to the home, including
cable television on an advanced digital video programming platform
via Charter Digital Cable(R) brand and high-speed Internet access
marketed under the Charter Pipeline(R) brand. Commercial high-
speed data, video and Internet solutions are provided under the
Charter Business Networks(R) brand. Advertising sales and
production services are sold under the Charter Media(R) brand.
More information about Charter can be found at
http://www.charter.com

                         *    *    *

In early January, Moody's Investors Services warned that Charter
Communications, Inc., may breach a bank debt covenant in the
following quarter, and reacted negatively to talk that a
restructuring is "increasingly likely" in the near to medium term
and there's a "growing probability of expected credit losses."

                  Restructuring Advisers Hired

Charter reportedly chose Lazard as its restructuring adviser,
according to TheDeal.com (edging-out Goldman Sachs Capital
Partners, Carlyle Group, Thomas H. Lee Partners, UBS Warburg and
Morgan Stanley) to explore strategic alternatives. The New York
Post, citing unidentified people familiar with the situation, says
those alternatives may involve selling assets or bringing in
private equity partners.

Charter co-founder Paul Allen has brought Miller Buckfire Lewis &
Co. onto the scene to protect his 54% stake that cost him $7-plus
billion.  Alvin G. Segel, Esq., at Irell & Manella LLP in Los
Angeles has served as long-time legal counsel to Mr. Allen and his
investment firm, Vulcan Ventures.


CHYPS CBO 1997-1: S&P Places Junk Ratings on Watch Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services places its ratings on the class
A-2A and A-2B notes issued by CHYPS CBO 1997-1, an arbitrage high-
yield CBO transaction originated in 1997, on CreditWatch with
negative implications:

                        Rating               Balance
                        ------               -------
          Class   To               From      
          -----   --               ----
          A-2A    CCC-/Watch Neg   CCC-       135.77 Million
          A-2B    CCC-/Watch Neg   CCC-        19.66 Million

The ratings on the class A-2A and A-2B notes were previously
lowered to CCC- from BB- and BB-r, respectively, June 24, 2002. On
the same date, the rating on the A-3 notes was lowered to CC from
CCC- and the AAA rating on the A-1 notes was affirmed. The latter
rating was eventually withdrawn, following the complete redemption
of the class A-1 notes in July 2002.

The CreditWatch placement reflects new asset defaults and further
deterioration in the credit quality of the assets in the
collateral pool since the last rating action. According to the
most recent trustee report (June 2, 2003), cumulative defaults
added up to $160.8 million versus $139.5 million at the time of
the last rating action. Standard & Poor's also noted that $104.6
million, or 58.5% of the assets in the collateral pool, now come
from obligors rated CCC+ or lower. Meanwhile, cumulative losses on
account of credit risk sales increased to $34.3 million from
$29.4 million when the ratings were last revised.

Mounting defaults and credit risk losses have caused the
transaction's overcollateralization ratios to drop continuously
since late 2000.  According to the most recent monthly report, the
class A ratio was 77.06%, compared to 89.35% at the time of the
last rating action, and well below the minimum requirement of
118%. At the same time, the class B ratio was 63.76%, in contrast
with a value of 75.28% at the time of the last rating action, and
below its 104% benchmark.

CHYPS CBO 1997-1 Ltd. triggered a technical event of default in
mid-2001 as a result of the failure of the overcollateralization
ratios to equal or exceed 90% of their minimum requirements. This
precluded the portfolio manager from buying or selling any assets,
but this ability was restored in regard to defaulted and credit
risk assets by a May 2002 amendment to the indenture.

Standard & Poor's will monitor the results of new cash flow runs
generated for CHYPS CBO 1997-1 Ltd. to determine the level of
future defaults the rated tranches can withstand under various
stressed default timing and interest rate scenarios, while still
maintaining their ability to honor all interest and principal
payments on the rated notes. The result of these cash flow runs
will be compared with the projected default performance of the
performing assets in the collateral pool to determine whether the
ratings currently assigned to the notes remain consistent with the
credit enhancement available.
   

CLAYTON HOMES: Receives Offer to Acquire Company from Cerberus
--------------------------------------------------------------
Clayton Homes, Inc. (NYSE:CMH) confirms that it has received a
letter from Cerberus Capital Management LP expressing an interest
in acquiring the Company. The Company's Board of Directors
welcomes any transaction that maximizes value for our
stockholders. There is concern that this expression of interest
arrived more than three months after the announcement of the
agreement with Berkshire Hathaway and three business days prior to
the special stockholders meeting. Until the expression of interest
includes a price, terms, and conditions, it is not a serious
offer.

Even at this late date, the agreement with Berkshire Hathaway
permits the Company to agree to another transaction that the Board
of Directors considers to be superior for the Company's
stockholders. However, Cerberus Capital's decision to ignore the
provisions of the April 1 agreement that require any competing
proposal to be in the form of a formal offer may indicate that a
superior proposal will not be forthcoming. If Cerberus Capital
intends to present the Company with a binding offer, time is of
the essence.

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.


CLAYTON HOMES: Shareholders to Vote on Berkshire Offer Tomorrow
---------------------------------------------------------------
Clayton Homes, Inc. (NYSE: CMH) issued this Letter to Stockholders
last week:

Dear Fellow Stockholders:

"We would like to eliminate any confusion surrounding Cerberus
Capital Management's expression of interest in the company three
business days prior to the stockholders vote on the Berkshire
Hathaway offer to acquire Clayton Homes. Since the vote is
scheduled for Wednesday of this week, we want to provide you with
the current facts.

"Some would have you believe that there is now, or that there will
be, a higher offer for your stock. The fact is, there is no offer-
-not from Cerberus or from anyone other than Berkshire--despite
the fact that since announcement of the Berkshire Hathaway offer
on April 1, 2003, it has been public knowledge that superior
offers could be considered by our board. I repeat, there is only
one offer on the table--the Berkshire Hathaway offer of $12.50 per
share in cash.

"Interestingly Cerberus waited until late last Thursday to advise
the company that they were considering making a proposal that
could provide greater value to our stockholders than the Berkshire
Hathaway transaction. Cerberus is a company that specializes in
acquiring the debt and other assets of distressed companies and is
acting in its own best interests. First and foremost, Cerberus has
not made any sort of binding offer for our company. Cerberus
simply faxed, without any prior communication, a brief letter
indicating that they wanted to perform due diligence, and possibly
make a superior offer to that of Berkshire.

"Why did a company with a significant new investment in a
competing finance company (Conseco) wait until three business days
before the vote on the merger to publicly state its interest in
Clayton Homes? From our proxy statement, Cerberus has known for
months that our agreement with Berkshire Hathaway permitted us to
enter into negotiations with any party interested in making a
superior offer for 39 days following the announcement of our
agreement with Berkshire Hathaway. Furthermore, even after this
39-day window, the agreement still permitted us to accept an offer
superior to that of Berkshire Hathaway. Despite this fact and
speculation from a few stockholders that the $12.50 per share
price of the Berkshire Hathaway deal undervalued Clayton Homes, no
offer has materialized.

"We did not pour cold water on the Cerberus expression of
interest.  We responded that we would be happy to consider a
superior offer that maximizes value for all stockholders, noting
that time is of the essence.

"Rather than make such an offer, this past weekend Cerberus
advised us that they would not be making a proposal prior to the
stockholders meeting. Instead, Cerberus said that in the event the
Berkshire merger is rejected, they would like to conduct due
diligence for the purpose of possibly submitting a proposal.

"The Board of Directors met at noon [Sun]day to consider the
expression of interest by Cerberus. After deliberating separately,
the independent board members unanimously voted in favor of the
Berkshire Hathaway transaction. After noting that the Berkshire
Hathaway offer is the only binding offer received, and given the
outlook for the industry and the uncertainty of the financing
resources likely to be available, the full board unanimously
reaffirmed its recommendation that Clayton Homes stockholders vote
for the Berkshire offer.

"Until a few months ago, industry participants believed that the
asset backed securitization capital markets would remain reliable.
Now the ABS investors are incurring significant losses and require
much greater disciplined underwriting. This new industry-financing
paradigm has redefined the size of the industry to a significantly
lower level. With a forty-year track record gauging the state of
the industry, we see little likelihood of a foreseeable recovery.
Accordingly we are uncomfortable leaving our ownership, and that
of our other stockholders, at risk.

"We urge you to vote in favor of the merger agreement with
Berkshire Hathaway. Stockholders who require voting assistance are
urged to contact our proxy solicitor, Georgeson Shareholder
Communications, toll-free at 800.669.9886. Banks and brokerage
firms can call collect at 212.440.9800."

                    Yours truly,

                    Kevin T. Clayton
                    Chief Executive Officer and President
                    Clayton Homes, Inc.

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.


CNH GLOBAL: S&P Ratchets Corp. Credit Rating Down a Notch to BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services lowers its corporate credit
ratings on CNH Global N.V. and related entities to BB- from BB.
Ratings are removed from CreditWatch  where they were listed on
June 26, 2003. Total consolidated debt was about $8.7 billion at
March 31, 2003. The outlook is stable.

Ratings on CNH are equalized with the ratings on parent company,
Fiat SpA (BB-/Stable/B), on which similar actions were taken
recognizing the importance Fiat attaches to CNH. Following the
sale of a number of business units, Fiat operation's are more
focused and it considers CNH, along with the auto and truck
operations to be core businesses.

CNH, with executive headquarters in Lake Forest, Ill., is one of
the world's two largest agricultural equipment producers and
third-largest manufacturer of construction equipment.

Fiat continues to provide strong liquidity support to CNH, in the
way of intercompany loans, and bank loan guarantees, and Fiat has
increased its ownership to 92%  (converted basis) following two
debt-for-equity swaps. Previously, CNH's corporate credit rating
was one notch below the rating on Fiat. On a stand-alone basis,
CNH's rating would now likely be one notch higher than Fiat's
rating, reflecting the dramatic improvement in CNH's financial
profile following the debt-to-equity swaps.

"We expect that Fiat will make progress in its efforts to
revitalize Fiat Auto and that the firm will not face difficulties
in repaying debt in the short-term, despite negative free cash
flow generation. CNH is expected to complete its rationalization
program as planned, with operations becoming profitable," said
Standard & Poor's credit analyst Dan Di Senso.

CNH expects operations for the full year, before restructuring
charges, to be modestly profitable based on new lower-cost, higher
margin product introductions, market share gains, and additional
cost-reduction benefits. The firm will also benefit from an
eventual market recovery.
     

COAST INVESTMENT: S&P Drops Three Note Ratings to Low-B
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A, B-1, and B-2 notes issued by Coast Investment Grade 2000-
1 Ltd., an arbitrage CDO of CDOs transaction. Additionally, the
ratings remain on CreditWatch negative, where they were placed
April 3, 2003:

                 Rating
                 ------
  Class    To              From           Balance
  -----    --              ----           -------
  A        AA/Watch Neg    AAA/Watch Neg  296.881 million
  B-1      BB+/Watch Neg   A-/Watch Neg    30 million
  B-2      BB+/Watch Neg   A-/Watch Neg    10 million

The lowered ratings reflect factors that have negatively affected
the credit enhancement available to support the rated notes since
the transaction was originated in October 2000. In particular,
these factors include a negative migration in the overall credit
quality of the assets within the collateral pool. According to the
May 27, 2003 trustee report, assets rated below BBB- accounted for
49% of the portfolio, and assets rated CCC or below accounted for
14%.

The overcollateralization ratios have also deteriorated since
origination. According to the May 27, 2003 trustee report the
class A overcollateralization ratio was 119.26% versus the minimum
required ratio of 125.2%, and the class B overcollateralization
ratio was 105.10% versus the minimum required ratio of 111.1%.

The ratings on the class A, B-1, and B-2 notes remain on
CreditWatch negative due to concerns regarding the credit quality
of the underlying assets.

Standard & Poor's reviews current cash flow runs generated for
Coast Investment Grade 2000-1 Ltd. to determine the future
defaults the transaction can withstand under various stressed
default timing scenarios while still paying all of the rated
interest and principal due on the notes. Upon comparing the
results of these cash flow runs with the projected default
performance of the current collateral pool, Standard &
Poor's determines that the ratings previously assigned to the
notes were no longer consistent with the credit enhancement
currently available, resulting in the lowered ratings. Standard &
Poor's will be in contact with Coast Asset Management, the
collateral manager, and will continue to monitor the performance
of the transaction to ensure the ratings assigned to the notes
remain consistent with the credit enhancement available.
   

COMMUNICATION DYNAMICS: Intends to Sell Assets to Palisades
-----------------------------------------------------------
Communication Dynamics, Inc., parent company of TVC
Communications, a leading distributor of products used to build
and maintain cable television systems, intends to enter into an
agreement for the sale of its assets to Palisades Associates, Inc.

"Selling the Company ensures it will emerge from Chapter 11 with a
more suitable capital structure," said CDI President and Chief
Executive Officer Robert W. Ackerman. "The sale is in the best
interests of our employees, customers and vendors."

"Under new ownership, the Company will be able to build on the
strength of its core business of cable-television-parts
distribution with greater access to the financial resources
necessary to prosper and grow," said Ackerman.

He noted that during the sale process and beyond, operations will
continue without interruption, and CDI will continue to fulfill
its obligations to its customers without interruption. "We will
continue to focus on buying top quality cable products from our
suppliers and providing our customers with outstanding service,"
said Mr. Ackerman.

The sale agreement will be subject to higher and better offers
submitted in accordance with procedures to be approved by the U.S.
Bankruptcy Court, District of Delaware, under Section 363 of the
U.S. Bankruptcy Code. All qualified bids must be submitted by 4
p.m. prevailing Eastern Time on August 27, 2003. The auction is
scheduled to be held on September 4, 2003. FTI Corporate Recovery,
the Company's financial advisors, and White & Case LLP, the
Company's legal counsel, will collect bid submissions on the
Company's behalf.

Information requests and bid submissions should be sent to White &
Case LLP, 200 South Biscayne Boulevard, Suite 4900, Miami, FL
33131, Attn: Scott A. Griffin, Esq. and to FTI Corporate Recovery,
333 West Wacker Drive, Suite 600, Chicago, IL 60606 Attn: Dan
Scouler.

On Sept. 23, 2002 CDI and its U.S. affiliates began the process of
restructuring its debt and operations by filing for relief under
Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for
the District of Delaware in Wilmington. The cases are being
jointly administered under case number #02-12753 and the cases
have been assigned to the Honorable Mary F. Walrath.

Communication Dynamics, Inc., is the parent company of TVC
Communications. TVC provides the products and services that have
helped build the communications infrastructure in the United
States, Canada, South America and Europe. Founded in 1952, TVC is
backed by close working relationships with top manufacturers and a
deep understanding of the technology behind the products it sells.
TVC has proven itself to be a valued partner to both the broadband
cable and telecommunications industries.


CYTO PULSE: Wants Court Blessing to Hire Locke as Accountant
------------------------------------------------------------
Cyto Pulse Sciences, Inc., asks for approval from the U.S.
Bankruptcy Court for the District of Maryland to employ John W.
Locke, Jr., as its accountant.

Mr. Locke will assist the Debtor by:

     a) preparing the income, personal property and payroll tax
        returns;

     b) preparing the monthly reports;

     c) preparing cash flow projections and analysis; and

     d) providing general accounting advice.

Mr. Locke tells the Debtor that he will bill the Debtor $140 per
hour for his services and expects reimbursement of necessary out-
of-pocket expenses.  

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.


DAISYTEK INT'L: Completes Asset Sale Transaction with Dexxon
------------------------------------------------------------
On June 3, 2003, Daisytek International Corporation, a Delaware
corporation, filed a voluntary petition under Chapter 11 of the
United States Bankruptcy Code. The Company remains in possession
of its assets and properties, and continues to operate its
businesses and manage its properties as a "debtor-in-possession"
pursuant to the Bankruptcy Code.

On June 26, 2003, Digital Storage, Inc., a Delaware corporation, a
wholly-owned subsidiary of the Company and debtor-in-possession
under the Bankruptcy Code, completed the sale of substantially all
of its assets to Dexxon Digital Storage, Inc., a Delaware
corporation, for a total purchase price of approximately $8.0
million pursuant to the terms and conditions of an Asset Purchase
Agreement between DSI and Dexxon, dated June 24, 2003. The
purchase price for the Assets was based on a formula negotiated by
the parties in the Purchase Agreement. Under the terms of the
Purchase Agreement, the purchase price equaled the sum of (i) 61%
of an amount equal to the difference between (A) the value of
certain of DSI's accounts receivable and DSI's inventory as of the
closing date and (B) reserves for such accounts receivable and
inventory in the amounts of $383,000 and $2,500,000, respectively;
and (ii) $2,575,000.  

The Assets sold included (i) certain of DSI's accounts receivable
and notes receivable, (ii) rights under certain executory
contracts and unexpired leases, (iii) all of DSI's inventory,
furniture, fixtures, equipment and other tangible personal
property, and intellectual property, and (iv) to the extent
transferable, DSI's licenses, permits, consents, authorizations,
approvals and certificates. In addition, Dexxon assumed certain
liabilities of DSI.   

The sale of the Assets was consummated pursuant to the provisions
of Section 363(f) of the Bankruptcy Code. An auction for the sale
of the Assets was held on June 24, 2003. At the auction, Dexxon
made the highest and best offer to purchase the Assets. On June
25, 2003, the Bankruptcy Court for the Northern District of Texas
approved the sale of the Assets to Dexxon.  

Substantially all of the proceeds of the sale have been used to
satisfy a portion of the amounts owed to the Company's senior
secured lenders. The proceeds from the sale of Assets will not
fully satisfy the debts owed by the Company to its secured and
unsecured creditors, therefore, none of the proceeds will be
available for distribution to the Company's stockholders.


DAYTON SUPERIOR: S&P Raises Loan Rating to BB- After Refinancing
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its senior secured bank
loan rating on construction products manufacturer Dayton Superior
Corp.'s $50 million senior secured revolving credit facility to
BB- from B+.

Standard & Poor's said that at the same time it affirmed its B+
corporate credit rating on the company. The outlook remains
negative.

"The rating action results from a shift in the composition of
Dayton Superior's debt following completion of its recent
refinancing, which substantially reduced the amount of debt
secured by first-priority liens," said Standard & Poor's credit
analyst Pamela Rice. "Consequently, the bank loan rating is now
one notch higher than the corporate credit rating."

In rating the bank facility, Standard & Poor's said that it used
its enterprise value method to analyze recovery prospects because
the facility is secured by substantially all assets, and believes
that Dayton Superior could be reorganized in the event of default.
Under this methodology, the company's cash flows were
significantly discounted and capitalized using an EBITDA multiple
reflective of a distressed enterprise to simulate a default
scenario. A deep and extended downturn in construction markets
could severely penalize the cash flows of the company, which is
highly leveraged and acquisitive. Nonetheless, Standard & Poor's
simulated enterprise value was more than sufficient to repay 100%
of the $50 million revolving credit facility, even assuming it is
fully drawn, which supports Standard & Poor's view that there is a
strong likelihood of full recovery in the event of default or
bankruptcy.

Standard & Poor's said that its ratings continue to reflect
Dayton, Ohio based Dayton Superior's leading positions in niche
construction products markets and its favorable cost structure,
offset by industry cyclicality and very aggressive financial
policies.


DOLE FOOD: S&P Raises Senior Unsecured Notes One Notch to BB-
-------------------------------------------------------------
Standard & Poor's Ratings Services raises the ratings on Dole Food
Co., Inc.'s senior unsecured note issues to BB- from B+. The
ratings were raised on $155 million in 7.875% senior unsecured
notes due in 2013, $400 million in 7.25% senior unsecured notes
due in 2009, and $475 million in 8.875% senior unsecured notes due
in 2011. The ratings are also removed from CreditWatch, where they
were placed on May 13, 2003.

At the same time, Standard & Poor's affirms its BB corporate
credit and BB+ senior secured ratings on fresh fruit and vegetable
producer and marketer Dole Food. These ratings were not on
CreditWatch. The outlook is negative.

Westlake Village, California based Dole Food Co. has about $2
billion of debt outstanding.

"The CreditWatch removal reflects the improvement in residual
coverage afforded the senior unsecured notes following the
repayment of $400 million of senior secured debt from the proceeds
of a senior unsecured debt offering," said Standard & Poor's
credit analyst Ronald Neysmith.

Still, the senior unsecured notes are rated one notch below the
corporate credit rating, reflecting their junior position to the
remaining secured debt in the capital structure following the
company's recent leveraged buyout.

The ratings on Dole reflect high debt leverage related to the LBO
and risk associated with the global fresh produce industry.
Somewhat mitigating these concerns is the firm's leadership
position in the production, marketing, and distribution of fresh
fruit and vegetables.

Still, operating performance can be affected by uncontrollable
factors such as global supply, political risk, currency swings,
weather, and disease. These industry risks are somewhat reduced by
the company's geographic diversity in both the sourcing and
distribution of fresh produce.

Dole is a leading worldwide marketer, distributor, processor, and
grower of branded fresh fruit, vegetables, and processed fruits.
The company also markets a growing line of value-added precut
salads, vegetables, and fresh-cut flowers. In addition, Dole is
one of the world's largest producers of bananas and pineapples,
and is also a major marketer of citrus fruits, table grapes,
iceberg lettuce, celery, cauliflower, and broccoli, as well as
value-added, precut salads and vegetables. Produce is grown on
company-owned or leased land and is also sourced globally through
arrangements with independent growers.


EL PASO CORP: Completes Two Asset Sales, Raising $102 Million
-------------------------------------------------------------
El Paso Corporation (NYSE: EP) provided an update on several
elements of its 2003 Operational and Financial Plan.  As part of
its originally announced plan, El Paso committed to significantly
reducing its debt by exiting businesses, selling assets that are
not core to its natural gas operations and substantially cutting
costs.

The company has made considerable progress to date in implementing
this plan.

The company also announced the sales of its Asphalt business and
its Louisiana Lease Crude business for combined proceeds of
approximately $102 million.  The Asphalt business is being sold to
Trigeant EP, Ltd. For approximately $90 million, including
inventory valued at approximately $55 million.  The Louisiana
Lease Crude business was sold to Plains All American Pipeline,
L.P. for approximately $12 million, including inventory valued at
approximately $2 million.

Year to date, El Paso has completed approximately $1.8 billion of
asset sales and also has approximately $820 million in asset sales
announced or under contract.  During the second quarter, El Paso
completed the sale of several midstream assets in the north
Louisiana and mid-continent regions, its ownership in Enerplus
Global Energy Management Company and a number of smaller assets.

On May 13, 2003, El Paso announced it would increase its original
2003 asset sales goal of $3.4 billion by an additional $2.5
billion (by year-end 2004) to further reduce its debt levels.  
This additional $2.5 billion in asset sales includes the company's
Aruba refinery and other petroleum assets and a number of other
non-core assets.  In addition, El Paso announced a decision to
exit the telecommunications business through a joint venture or
sale of the company's business.  As disclosed in El Paso's first
quarter Form 10-Q, these actions will result in impairment
charges.  The company currently expects to take those charges in
the second quarter of 2003.  Also, with its decision to sell the
Aruba refinery in the next 12 months, the company will treat its
petroleum business as a discontinued operation beginning in the
second quarter of 2003.

El Paso's Clean Slate cost-cutting initiative has identified
approximately $445 million of annual cost savings that will be
phased in by the end of 2004. This exceeds El Paso's initial
target of $400 million, and the company has already taken
significant steps to implement this program.  More details of this
program will be provided when El Paso announces the results of its
long-range planning process.

A summary of the company's expected second quarter charges, based
on currently available information, is as follows:

    --  Petroleum (including Aruba), telecommunications, and other
        asset impairment charges of $1.3 billion to $1.5 billion,
        pre-tax;

    --  Western energy estimated settlement charges of $150
        million to $200 million, pre-tax (announced in a press
        release dated June 26, 2003); and

    --  Severance and other charges related to the Clean Slate
        initiative of approximately $30 million, pre-tax.

El Paso Corporation (S&P, B+ L-T Corporate Credit Rating,
Negative) is the leading provider of natural gas services and the
largest pipeline company in North America.  The company has core
businesses in pipelines, production, and midstream services.  Rich
in assets, El Paso is committed to developing and delivering new
energy supplies and to meeting the growing demand for new energy
infrastructure.  For more information, visit http://www.elpaso.com


ENRON CORP: Employee Committee Reviewing Reorganization Plan
------------------------------------------------------------
The Enron Employment Related Issues Committee released the
following statement from Richard D. Rathvon, committee co-chair,
regarding Friday's filing of Enron's bankruptcy reorganization.

"Enron has stated that it will treat employees, former employees
and retirees fairly and with the same rights as other unsecured
creditors. The Employee Committee is reviewing the reorganization
plan to see if Enron has delivered on that promise.

"In response to the concerns that have been expressed to the
Employee Committee, we believe that the reorganization process and
ultimate disposition of employee interests and claims must fairly
address the issues that affect our constituents, including:

* Continued health care coverage for current employees and
  retirees;

* Provide severance benefits for employees who were not eligible
  to participate in the severance agreement the Employee Committee
  negotiated with Enron last year;

* The fair outcome in relationship to other unsecured creditors of
  proof of claims filings made by 7,000 current and former
  employees, and;

* Details regarding the impact of the closure of the cash balance
  plan, including the impact on the closure to current and former
  employees.

"The Employee Committee and its attorneys are reviewing the more
than 900- page plan to learn how these issues have been addressed.
We will report and intend to act on any that are not addressed and
resolved in the best interests of the current and former Enron
employees and retirees."

The Employee Committee is an official committee appointed by the
United States Trustee charged with representing the collective
interests of all current, former and retired Enron employees in
Enron's bankruptcy case. The Employee Committee serves as a strong
advocate for the interests of former and current Enron employees
during the bankruptcy process. Members of the committee were
selected by the trustee and the make-up of the committee was
designed to reflect the broad diversity of Enron's current and
former workforce. The Committee is working to provide employees
with timely, accurate information on the status of the bankruptcy
case.


ENRON CORP: LNG Unit Selling Interests in Buenergia for $130MM
--------------------------------------------------------------
According to Martin A. Sosland, Esq., at Weil, Gotshal & Manges
LLP, in New York, Enron's subsidiary, LNG Power III, owns an
aggregate of 100,100 Ordinary Shares, $1 par value per share, of
Buenergia Gas & Power Ltd., which is 100% of the total issued and
outstanding share capital of Buenergia.  Buenergia was formed as
a holding company of Enron's equity interest in EcoElectrica, LP.
Buenergia's sole asset consists of 100 Class A Ordinary Shares,
representing 50% interest in EcoElectrica Holdings, Ltd.  EME del
Caribe, an indirect subsidiary of Edison Mission Energy, holds
the remaining Eco Holdings outstanding shares.  Eco Holdings is
the limited partner of EcoElectrica and owns 100% of
EcoElectrica, Ltd.

Out of Enron's 50% indirect equity interest in EcoElectrica, it
sold a 2.5% indirect equity interest and certain preferred equity
interests to Project Finance XI, Ltd., a GE Capital Corporation
subsidiary.  Project Finance presently has a claim against Enron
for past due preferred stock redemptions and dividend
distributions.

Mr. Sosland relates that EcoElectrica's facility in Penuelas,
Puerto Rico, consists of:

    (i) 542-megawatt, LNG-fired, combined cycle cogeneration
        facility;

   (ii) a 1,000,000 barrel liquefied natural gas import, storage
        and vaporization terminal for handling the generation
        facility's primary fuel;

  (iii) a desalination plant using the proven multi-effect
        desalination process, which provides up to 2,000,000
        gallons per day of freshwater; and

   (iv) upgrades to the neighboring ProCaribe liquefied petroleum
        gas terminal and storage facility.

The Puerto Rico Electric Power Authority purchases power from
EcoElectrica pursuant to a long-term Power Purchase and Operating
Agreement that extends until March 2002.  In addition,
EcoElectrica has an agreement to provide raw water and potable
water to the Puerto Rico Aqueduct and Sewer Authority from the
desalination facility via two separate two-mile long water
pipelines.

Both prepetition and after the commencement of its Chapter 11
case beginning in June 2002, Enron began to explore a sale of its
interests in EcoElectrica, along with 11 other OpCo auction
assets.  Hence, Enron, with the assistance of its financial
advisors, The Blackstone Group, L.P., commenced a marketing
process for Enron's interest in EcoElectrica and other related
assets, including:

    (i) the Enron Development Corp. Subordinated Promissory Note,
        dated December 15, 1997, representing a loan from EDC to
        EcoElectrica, in the aggregate principal amount of
        $12,000,000, plus accrued interest through December 31,
        2002 of $7,594,000 and interest accruing after Dec. 31,
        2002 in accordance with the terms of the note -- the
        Intercompany Receivables;

   (ii) the LNG Tolling Services Agreement by and between
        EcoElectrica and Enron Atlantic, dated as of October 31,
        1997, as amended from time to time; and

  (iii) the Operations Maintenance and Fuels Management Agreement,
        by and between EI Puerto Rico Operations and EcoElectrica,
        dated as of October 31, 1997, as amended from time to
        time.

Over 230 parties were contacted to solicit interest in the
Assets.  Of that number, Mr. Sosland tells Judge Gonzalez that 40
companies signed confidentiality agreements and received an
information memorandum and other solicitation material and
performance due diligence on EcoElectrica.  Then, the Enron
Parties established a multi-round competitive auction process to
solicit bids for the Assets.  LNG Power received six first-round
bids and invited three bidders to the second round, which yielded
two bids.

LNG Power and its affiliates, EI Puerto Rico Operations and Enron
LNG Power Ltd. (Atlantic), in consultation with their
professionals and advisors, reviewed the bids and negotiated
extensively with both second-round bidders.  Ultimately, Mr.
Sosland reports, LNG Power and its affiliates selected the
proposal by Gas Natural Extremedura, S.A. and its parent, Gas
Natural SDG S.A. and moved forward with the negotiations of a
definitive agreement.  The negotiations concluded in a Purchase
Agreement dated June 23, 2003.

The salient terms of the Purchase Agreement are:

A. Purchase Price

    The purchase price for all of the Assets will be the sum of:

       (i) $130,000,000 -- the Preliminary Purchase Price --
           plus

      (ii) an amount -- the Purchase Price Adjustment -- which
           may be positive or negative, calculated pursuant to
           Schedule 2.1(a) of the Purchase Agreement.

B. Deposit

    Upon execution of the Purchase Agreement, Extremedura
    deposited $13,000,000 into escrow in accordance with the
    terms of the Purchase Agreement.  Pursuant to the Escrow
    Agreement, the Deposit will either be:

     (i) applied against the Purchase Price at Closing, or

    (ii) in the event that the Purchase Agreement is terminated,
         returned to Extremedura or distributed to LNG Power
         under certain circumstances described in the Purchase
         Agreement.

C. Closing Payment

    At the Closing, Extremedura will pay the Purchase Price, less
    the Deposit, in accordance with the Sale Order.

D. Assets to Be Sold

    The assets to be sold are:

    (a) the Equity Interest or the Recapitalized Equity Interest;

    (b) the OMFM Agreement;

    (c) the Tolling Agreement; and

    (d) the Intercompany Receivables.

E. Purchase of the Entirety of Assets

    The Closing will occur only with respect to all of the Assets.
    However, under certain circumstances, in lieu of terminating
    the Purchase Agreement, in the event Enron Development
    Corporation fails to grant the Extremedura certain protections
    relative to the Intercompany Receivables, Extremedura may at
    its option purchase only the Tolling Agreement, the OMFM
    Agreement and the Recapitalized Equity Interest, in which case
    the Purchase Price will be reduced [by] $16,900,000 and the
    Purchase Price Adjustment will not occur.

F. Expenses

    Each party will each bear its own expenses incurred in
    connection with the negotiation and execution of the Purchase
    Agreement and other ancillary agreements thereto.
    Notwithstanding, Enron and LNG Power will be responsible for
    reasonable consent fees charged by the participating banks
    and reasonable fees and expenses of the counsel to the
    administrative agent and any administrative agent fee charged
    in connection with the Purchase Agreement.  In the event
    EcoElectrica will be invoiced for the fees and expenses,
    Enron and LNG Power will reimburse EcoElectrica for payment of
    the same.  Enron and LNG Power will use commercially
    reasonable efforts to cause the fees and expenses to be paid
    or reimbursed at the Closing.

G. Potential Bankruptcy Filing of the LNG Power or any of its
    Affiliates

    If any of LNG Power, EI Puerto Rico Operations or Enron LNG
    Power Ltd. (Atlantic) files for bankruptcy protection prior
    to the Closing, then to the extent consistent with the
    entity's duties as a debtor-in-possession, that entity will
    use commercially reasonable efforts in the Bankruptcy Cases
    to enable its performance obligations under the Purchase
    Agreement, including:

     (i) promptly filing the appropriate pleadings with the Court
         seeking authority to assume the Purchase Agreement or
         perform its obligations thereunder to provide for any
         change in its status as a debtor in possession, if
         necessary, or

    (ii) filing of other pleadings seeking authority to sell the
         Equity Interest, the Recapitalized Equity Interest, the
         OMFM Agreement or the Tolling Agreement, as applicable,
         in accordance with the terms of the Purchase Agreement
         pursuant to Section 363(f) of the Bankruptcy Code, and
         provide to Extremedura the protections of Section 363(m)
         of the Bankruptcy Code.

H. Security Interest in Intercompany Receivables

    Extremedura and Gas Natural are granted a first lien against
    and senior perfected postpetition with respect to EDC's
    Bankruptcy Case, security interest in the Intercompany
    Receivables, subordinate to no other claims or Liens, to
    secure any indebtedness of LNG Power and its Affiliates to
    Extremedura or Gas Natural with respect to claims arising
    under the Purchase Agreement.

I. Bankruptcy Court Approvals

    The obligations of Enron and EDC are subject to the Bankruptcy
    Court approval.

J. Termination of Purchase Agreement

    The Purchase Agreement may be terminated prior to the Closing
    Date:

    (a) by the parties' mutual consent; or

    (b) by either party:

          (i) if the Closing has not occurred on or before
              September 21, 2003;

         (ii) if the Bidding Procedures Order has not been
              entered on or before July 23, 2003;

        (iii) if the Sale Order has not been entered on or before
              August 22, 2003; or

         (iv) as otherwise provided in the Purchase Agreement.

K. Minimum Damages Amount

    If Extremedura or Gas Natural is awarded damages in connection
    with a claim that may be brought pursuant to the Purchase
    Agreement, the damages are liquidated between not less than
    $4,000,000 and $13,000,000, as may be proven, in the
    aggregate.

L. Break-Up Fee

    LNG Power agrees to pay an $8,000,000 Break-Up Fee upon the
    consummation of an Alternative Transaction with another party,
    or as otherwise provided in the Purchase Agreement.

As part of the transactions the Purchase Agreement contemplated,
and contemporaneous with or prior to the Closing, Mr. Sosland
notes that Project Finance XI and the Enron Parties intend to
recapitalize Buenergia to provide for two classes of stock in
lieu of its present single class of ordinary shares as:

    (a) 1,000 Ordinary Shares, $1.00 par value, 950 shares of
        which represent Enron's derivative 95% interest in the
        common equity of Buenergia, owned 25% indirectly by LNG
        Power VI Limited and 75% indirectly by LNG Power II,
        L.L.C. and 50 shares of which represent Project Finance
        XI's 5% indirect interest in the common equity of
        Buenergia; and

    (b) 1,253,600 shares of preferred stock, $100 par value,
        representing Project Finance XI's derivative preference
        interest in the equity of Buenergia -- the PFXI
        Recapitalized Preferred Shares -- owned 25% indirectly
        through LNG VI and 75% indirectly through LNG II.

In addition, Buenergia's Articles of Association will be amended
and restated to conform substantially with the existing Articles
of Association of LNG Power VI Limited.

Extremedura, Project Finance XI, LNG Power III and Buenergia
executed a Consent and Agreement dated June 23, 2003.  Under the
proposed transaction, Extremedura will purchase 950 Ordinary
Shares, par value $1.00 per share, which will represent a 95%
interest in the common equity of Buenergia after the Company
Recapitalization -- the Recapitalized Equity Interest.  From the
proceeds LNG Power received in connection with the transactions
the Purchase Agreement contemplated and the PFXI Restructuring,
the Enron Parties intend to pay to Project Finance, out of the
proceeds LNG Power received, $45,142,834, plus interest thereon
at 7.25% from December 31, 2002 through the Closing of the
Purchase Agreement -- the PFXI Payment.  The PFXI Payment is
necessary to satisfy Project Finance XI's past due preferred
stock redemptions and dividend distributions to obtain Project
Finance XI's consent to the proposed Sale.  The application of
the gross sale proceeds net of the PFXI Payment will result in a
net cash payment to the Enron Parties of approximately
$82,000,000.  Project Finance XI will retain its indirect
interests in EcoElectrica in the form of a 2.5% common
equity and the PFXI Recapitalized Preferred Shares.

Accordingly, Enron and EDC ask the Court to authorize LNG Power
and its affiliates to sell the Assets to Extremedura or the
winning bidder at an auction, in accordance with the Purchase
Agreement.

Mr. Sosland argues that, pursuant to Section 363 of the
Bankruptcy Code, the Sale should be approved because:

    (a) Extremedura is a good faith purchaser since the terms of
        the Purchase Agreement was negotiated at arm's length and
        in good faith; and

    (b) the Debtors believe that selling the Assets will result
        in maximizing the value of the Debtors' estates and will
        potentially result in a greater return to creditors.
        (Enron Bankruptcy News, Issue No. 73; Bankruptcy
        Creditors' Service, Inc., 609/392-0900)


FLEMING: Gets Nod to Sell 9 Richmar Stores in Calif. for $34MM
--------------------------------------------------------------
On May 19, 2003, the Federal Trade Commission issued a letter
permitting Fleming Companies, Inc.'s sale of six of the nine
Richmar retail grocery stores in California and certain released
contracts and leases. The six locations are:

    1. 2950, Delta Fair Blvd. in Antioch;
    2. 1370 Fitzgerald Drive in Pinole;
    3. 1955 W. Texas Street in Fairfield;
    4. 1550 Ben Maddox Way in Visalia;
    5. 1177 Fresno Street in Fresno; and
    6. 1355 Shaw Avenue in Clovis.

At the auction, the Debtors determined that Save Mart Supermarkets
tendered the best and highest offer for the six Richmar stores.  
Hence, Save Mart emerged as the winning bidder for the six stores.

The Debtors also determined that Ralphs Grocery Company, a
subsidiary of Kroger Supermarket, submitted the highest and best
offer for the three remaining assets located at:

    1. 1850 W. Lacey Ave., Hanford, California;
    2. 4590 N. First Ave., Fresno, California; and
    3. 3637 S. Mooney Blvd., Mooney, California.

The Debtors declared Ralphs as the winning bidder for the three
stores.  Ralphs also emerged as the second best bidder for the
six FTC-approved stores.

At the sale hearing, Judge Walrath upheld the Debtors' decision
and declared Save Mart and Ralphs as the successful bidders for
the stores.  Judge Walrath approved the sale of six stores to
Save Mart for $27,000,000 in cash, inclusive of inventory
estimated at $5,000,000.  Save Mart will assume long-term capital
leases for the stores.  The sale of three stores to Ralphs for
$7,400,000 in cash, inclusive of inventory estimated at
$2,400,000 is also approved.  Ralphs will also assume long-term
capital leases for the stores.  In each case, the buyers have
agreed to hire substantially all of the current store associates.
(Fleming Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


GENCORP INC: Board Declares Quarterly Dividend Payable on Aug. 1
----------------------------------------------------------------
The Board of Directors of GenCorp Inc. (NYSE: GY) declared a
quarterly cash dividend of three cents per share on the issued and
outstanding ten cents par value common stock of the Company,
payable August 29, 2003 to shareholders of record on August 1,
2003 at 5:00 PM Eastern Daylight Time.

GenCorp is a global, technology-based manufacturer with leading
positions in automotive, aerospace and defense and pharmaceutical
fine chemical industries.  For more information on GenCorp visit
the Company's Web site at http://www.GenCorp.com

As reported in Troubled Company Reporter's July 3, 2003 edition,
Fitch Ratings affirmed the 'BB' rating on GenCorp Inc.'s bank
credit facilities and the 'B+' rating on its subordinated
convertible notes. The Rating Outlook has been revised to Stable
from Positive for all classes of debt.

The current ratings take into consideration the proposed ARC
Propulsion acquisition. The transaction, which is expected to be
funded from the proceeds of a debt offering, is expected to close
later this summer. Fitch will assign a rating to GY's proposed
debt offering when the terms of the transaction are available.


GENERAL DATACOMM: Court to Consider Proposed Plan on August 5
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the Disclosure Statement filed by General DataComm Industries,
Inc., in respect to the Joint Plan of Reorganization.

As previously reported in the Troubled Company Reporter on April
22, 2003, the Debtors filed their Plan of Reorganization and the
accompanying Disclosure Statement with the Court.

The Court finds that the Disclosure Statement contains adequate
information for all creditors to arrive at a decision whether to
accept or reject the Plan.

Any written objection to the confirmation of the Plan must be
filed with the Court on or before July 28, 2003 and must be served
on:

     a) Counsel for the Debtors
        Young Conaway Stargatt & Taylor, LLP
        The Brandywine Building
        100 West Street, 17th Floor
        PO Box 391
        Wilmington, Delaware 19801
        Attn: Joel A. Waite, Esq.

     b) Office of the United States Trustee
        844 N. King Street, Suite 2313
        Wilmington, Delaware 1901
        Attn: David Buchbinder, Esq.

     c) Counsel for the Lenders
        Schulte Roth & Zabel, LLP
        919 Third Avenue
        New York, NY 10022
        Attn: Michael L. Cook, Esq.

     d) Counsel for the Committee
        The Bayard Firm
        222 Delaware Avenue, Suite 990
        Wilmington, Delaware 19801
        Attn: Jeffrey M. Schlerf, Esq.

To consider confirmation of the Plan, a hearing will be held
before the Honorable Peter J. Walsh on August 5, 2003 at 10:00
a.m.

General DataComm Industries, Inc., a worldwide provider of wide
area networking and telecommunications products and services,
filed for Chapter 11 protection on November 2, 2001 (Bankr. Del.
Case No. 01-11101).  James L. Patton, Esq., Joel A. Walte, Esq.
and Michael R. Nestor, Esq., represent the Debtors in their
restructuring efforts. In their July 2002 monthly report on form
8-K filed with SEC, the Debtors account $19,996,000 in assets and
$77,445,000 in liabilities.


GENTEK INC: Has Until Sept. 30 to Move Actions to Delaware Court
----------------------------------------------------------------
GenTek and its debtor-affiliates, including Noma Company, are
parties to numerous prepetition actions pending in various state
courts and administrative agencies across the United States.  

Thus, the Debtors sought and obtained the Court's approval to
further extend the time period within which they may remove
pending actions pursuant to 28 U.S.C. Section 1452 and Rule 9027
of the Federal Rules of Bankruptcy Procedure.  The Debtors'
Removal Period is extended through the later of September 30, 2003
or 30 days after an order is entered terminating the automatic
stay with respect to any particular action to be removed. (GenTek
Bankruptcy News, Issue No. 16; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


GENUITY INC: Judge Beatty Approves Claims Objection Procedures
--------------------------------------------------------------
At the Genuity Debtors' request, U.S. Bankruptcy Court Judge
Beatty approved procedures to facilitate the claims administration
process and to ensure the efficient, cost-effective notification
and settlement of objections to proofs of claim.

According to Erin T. Fontana, Esq., at Ropes & Gray LLP, in
Boston, Massachusetts, over 5,300 proofs of claim have been filed
in these cases.

Under the Court-approved procedures, the Debtors will be
authorized, but not required, to file objections to proofs of
claim on an omnibus basis.  Each objection will be numbered
sequentially and state the category which forms the primary basis
for the objection in its title.

The Objections will be filed pursuant to Rule 9074-1(c) of the
Local Bankruptcy Rules and in accordance with the procedures
delineated in the Notice of Presentment, which will be filed
contemporaneously with each objection.  The Notice will include:

    (a) The date by which any responses to the Objection must be
        filed;

    (b) A statement that an order approving the relief requested
        in the Objection may be entered and a hearing will not be
        held on any of the proofs of claim that are the subject of
        the Objection if no Response to the Objection is filed on
        or before the Response Deadline;

    (c) A statement that if a Response is timely filed, the
        Objection will be heard, if necessary, on the date of the
        next Omnibus Hearing that is at least seven calendar days
        from the Response Deadline, unless further adjourned by
        agreement of the parties or by a Court request;

    (d) A list of all of the Omnibus Hearing dates scheduled at
        the time the Objection is served;

    (e) A statement that the objecting party will provide the
        Court with a proposed order, on a disk and in hard copy,
        as soon as practicable after the Response Deadline.  The
        Order will include any of these that are applicable to the
        Objections:

        -- if no Response is filed, the Order will grant the
           relief requested in the Objection;

        -- if a Response is filed or if no Response is filed but
           the objecting party is granted an extension of the
           Response Deadline, the Order will indicate a hearing
           date on which the Objection will be heard; and

        -- where a Response is filed and the Objection is resolved
           in accordance with the Settlement Procedures, the Order
           will indicate that the claim was settled; and

    (f) A statement that Responses will be filed with the
        Bankruptcy Court electronically in accordance with General
        Order M-182, by registered users of the Bankruptcy Court's
        case filing system and, by all other parties-in-interest,
        on a 3.5-inch disk, preferably in Portable Document
        Formant, WordPerfect or any other Windows-based word
        processing format, with a hard copy delivered directly to
        Chambers, and will be served in accordance with the
        Bankruptcy Court's Order under Sections 102 and 105 of the
        Bankruptcy Code and Rules 2002, 9006 and 9007 of the
        Federal Rules of Bankruptcy Procedure, establishing
        certain notice, case management and administrative
        procedures, dated December 2, 2002, on:

        -- Genuity Inc.
           225 Presidential Way, Woburn, Massachusetts 01801
           Attn: Mark P. Hileman

        -- Ropes & Gray
           Attorneys for Debtors and Debtors-in-Possession
           One International Place, Boston, Massachusetts 02110
           Attn: Don S. DeAmicis, Esq.

        -- The Office of the United States Trustee
           33 Whitehall Street, New York, New York 10004
           Attn: Brian Masumoto, Esq.

        -- Kramer Levin Naftalis & Frankel, LLP
           Counsel for the Off. Comm. of Unsecured Creditors
           919 Third Avenue, New York, New York 10022
           Attn: David Feldman, Esq.

        -- Shearman & Sterling
           Counsel to JP Morgan Chase Bank
           599 Lexington Avenue, New York, New York 10022
           Attn: Amanda Gallagher, Esq.

        -- Debevoise & Plimpton
           Counsel to Verizon Communications Inc.
           919 Third Avenue, New York, NY 10022
           Attn: James B. Roberts, Esq.

In accordance with Bankruptcy Rules 3007 and 9006(f), a Response
Deadline will be scheduled no sooner than 26 days after the date
on which an Objection is filed and served.

The Debtors will serve the Notice via first class mail,
facsimile, or by hand delivery, to:

    (a) each claimant whose proof of claim is objected to pursuant
        to the Objection;

    (b) the U.S. Trustee;

    (c) Creditors' Committee's counsel;

    (d) JP Morgan Chase Bank's counsel;

    (e) Verizon Communications Inc.'s counsel; and

    (f) solely with respect to settlements of claims for rejection
        damages with respect to "Excluded Contracts" as defined in
        the Asset Purchase Agreement between the Debtors and Level
        3 Communications LLC, to counsel to Level 3.

The Debtors will also serve any party who sends a written request
for notice of all Objections to:

       Ropes & Gray
       Attorneys for Debtors
       One International Place, Boston, Massachusetts
       Attn: Don DeAmicis, Esq.

If the Debtors object to a claim and the Objection is resolved
between the parties, the parties may enter into a settlement
agreement for the sole purpose of resolving (i) the allowed
amount, if any, (ii) the priority of the claim, and (iii) the
claim amount that is a secured claim, without the need to obtain
further Court approval.

The Debtors will provide notice of the Settlement, and the Notice
Parties may object to any proposed Settlement, as:

   (a) The Debtors will give notice via e-mail, facsimile, or
       overnight delivery service of each proposed Settlement to
       the Notice Parties;

   (b) The Settlement Notice will reference the relevant proof of
       claim and the Debtors' objection, and describe the terms of
       the proposed Settlement;

   (c) The Notice Parties will have 10 calendar days from the date
       on which the Settlement Notice is sent to object to the
       proposed Settlement.

       All objections will be in writing and delivered to:

          Genuity Inc.
          225 Presidential Way, Woburn, MA 01801
          Attn: Mark P. Hileman

                 and

          Debtors' counsel
          Ropes & Gray
          One International Place, Boston, MA 02110
          Attn: Don S. DeAmicis

        These objections need not be filed with the Court;

    (d) If no written objection to a proposed Settlement is timely
        received by the Debtors and Ropes & Gray within the 10-
        day period, the Debtors will be authorized to enter into
        the Settlement and to file a Notice of Allowance.

        The Notice of Allowance will describe the claim to be
        allowed and the amount and priority of the allowance,
        and have the effect of a final order of the Bankruptcy
        Court allowing the claim as a compromise.  This Allowed
        Claim may only be changed after proper motion for
        reconsideration, if granted;

    (e) If any Notice Party timely submits a written objection to
        a proposed Settlement, then the Debtors may seek approval
        of the Settlement pursuant to Bankruptcy Rule 9019,
        provided that after the Effective Date of the Plan, the
        Debtors may also seek to settle Objections to claims in
        accordance with any settlement procedures; and

    (f) The Debtors will provide notice of the Settlement Motion
        only to the Notice Parties, and the motion will be
        scheduled for the next Omnibus Hearing that is at least
        14 calendar days from the date of service of the
        Settlement Motion, unless further adjourned by agreement
        of the parties or by request of the Court.

The Settlement Procedures will not apply to any claims filed by:

    (a) J.P. Morgan Chase Bank, as Administrative Agent under the
        Amended and Restated Credit Agreement dated September 24,
        2001;

    (b) any Lenders under the Credit Agreement;

    (c) Verizon Communications Inc. and its affiliates;

    (d) members of the Creditors' Committee and their affiliates;

    (e) estate employees; and

    (f) professionals retained by the Debtors other than ordinary-
        course professionals.

Finally, the Court orders that the Debtors must file a notice
with the Court listing all Settlements entered into since the
date of the last Omnibus Hearing, no later than two business days
before each Omnibus Hearing. (Genuity Bankruptcy News, Issue No.
14; Bankruptcy Creditors' Service, Inc., 609/392-0900)


GLOBAL CROSSING: Committee Re-Affirms Support for SingTel Pact
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Global
Crossing Chapter 11 proceedings reaffirmed its support for the
company's reorganization plan under which Singapore Technologies
Telemedia will acquire a majority stake in the reorganized telecom
firm.

The ST Telemedia transaction was the culmination of an extensive
auction process, complex negotiations among Global Crossing, its
creditor groups, ST Telemedia and other parties, and lengthy
proceedings to confirm the Chapter 11 Plan in both the U.S. and
Bermuda courts. The Creditors' Committee believes that this
transaction provides the Global Crossing unsecured creditors --
who have suffered severe losses -- with the best means to recoup
some of their losses. Under the ST Telemedia transaction,
unsecured creditors collectively will be receiving a substantial
equity interest in a reorganized Global Crossing. The Creditors'
Committee remains optimistic that the transaction will be approved
on a timely basis by the Committee on Foreign Investment in the
United States and other federal regulatory authorities.

Recently, other parties such as XO Communications and IDT
Corporation have publicly announced their interest in acquiring
Global Crossing. The Creditors' Committee has carefully reviewed
these expressions of interest, but does not believe any of them
provides a greater value for creditors or is a viable alternative
to the ST Telemedia transaction. Pursuing any of these
alternatives would carry multiple execution and timing risks that
would inject substantial delay into Global Crossing's efforts to
emerge from bankruptcy. Global Crossing would be required to
undertake a new auction process, due diligence and negotiations
with prospective investors, renegotiation of a new Chapter 11 Plan
among the various creditor groups, additional confirmation
proceedings in the U.S. and Bermuda courts, and new regulatory
approval processes. These steps could require several months for
completion, and carry the risk that Global Crossing could not
timely reorganize. The benefits of the ST Telemedia transaction
under the confirmed Chapter 11 Plan far outweigh these risks. The
Creditors' Committee continues to believe that the ST Telemedia
transaction provides the greatest likelihood of achieving the
maximum value for the unsecured creditors of Global Crossing and
will be timely approved by the federal regulatory authorities.


GLOBAL CROSSING: Wants to Pull Plug on Impsat Telehouse Pacts
-------------------------------------------------------------
The Global Crossing Debtors seek the Court's authority to reject:

      (i) the Telehouse Agreement (Lima, Peru) among Impsat Peru
          S.A., SAC Peru S.R.L. and South American Crossing Ltd.,
          dated March 16, 2000;

     (ii) the Telehouse Agreement (Buenos Aires) among Impsat
          S.A., Impsat Corporation, Global Crossing SAC Argentina
          S.R.L. and South American Crossing Ltd., dated
          December 17, 1999; and

    (iii) the Telehouse Agreement (Caracas-Venezuela) among
          Telecomunicaciones Impsat S.A., Pan American Crossing
          Landing B.V. and Pan American Crossing Ltd., dated
          February 22, 2000; and

Michael F. Walsh, Esq., at Weil Gotshal & Manges LLP, in New
York, informs the Court that Impsat Fiber Networks Inc. is a
provider of private telecommunications network and Internet
services in Latin America.  Aside from the Telehouse Agreements,
the GX Debtors and Impsat are parties to numerous other
agreements.  On January 15, 2003, Impsat filed a request for
payment of administrative expenses and a motion to determine the
rejection of executory contracts.

On February 19, 2003, the GX Debtors objected to the Impsat
Motion.  In addition to the Objection, the GX Debtors sought to
assume certain executory contracts with Impsat Fiber Networks,
Inc., effective upon the Debtors' emergence.  On April 9, 2003,
Impsat objected to the proposed assumption to the extent that the
assumption would not become effective until the Emergence Date
and that the GX Debtors' retained their right to reject at
anytime prior to the Emergence Date.

At the April 14, 2003 Hearing, the GX Debtors agreed, among other
things, that they would have until May 14, 2003 to reject certain
Impsat Agreements, including the Telehouse Agreements.  Following
additional discussions, the Debtors and Impsat agreed to further
extend the deadline for the Debtors to reject certain Impsat
Agreements until June 9, 2003.

The Debtors have reviewed the Telehouse Agreements and determined
to reject them.

                       Telehouse Agreements

According to Mr. Walsh, the Telehouse Agreements govern the
provision of space by Impsat to the Debtors in Impsat's telehouse
facilities located in Lima, Peru, Buenos Aires, Argentina and
Caracas, Venezuela.  Pursuant to the Telehouse Agreements, the
Debtors lease space in Impsat's telehouses to connect their
customers' telecommunications traffic to their fiber optic cable
system in Lima, Buenos Aires, and Caracas.

(1) Lima Telehouse Agreement

The Lima Telehouse Agreement provides for a 10-year term,
starting in January 2001, costing $173 per square meter in
monthly lease cost.  The Debtors' total yearly payments under the
Lima Telehouse Agreement is $1,346,824 inclusive of an 18% value
added tax.  The Debtors have determined, in their business
judgment, to relocate their telecommunication fibers from the
Lima Telehouse to another location in Lima that would result in
substantial savings.  The Debtors own the New Lima Location and,
therefore, they would incur no incremental costs to operate from
that site.  The cost associated with relocating to the New Lima
Location is estimated to be $300,000.  Despite these one-time
costs, by relocating to the New Lima Location, the Debtors will
realize savings in the millions of dollars over the life of the
Lima Telehouse Agreement.

Mr. Walsh admits that moving the Debtors' telecommunications
fibers from the Lima Telehouse to the New Lima Location will be a
lengthy process involving numerous steps.  The Debtors will be
required to:

    -- obtain local permits to perform construction work in the
       street to connect fibers,

    -- move equipment from the Lima Telehouse, and

    -- obtain the delivery of additional equipment from outside
       the country to the New Lima Location.

In addition, the Debtors will need time to allow for their local
loop providers to establish their presence in the New Lima
Location.  All of this must be accomplished in a manner as to
ensure that there is no disruption of service to the Debtors'
customers.  Moreover, because the Debtors' telecommunications
licenses in Peru require the minimization of service disruptions,
any disruptions of service would put the Debtors' Peru Licenses
at risk.  The Debtors anticipate that it will take three to four
months to complete the relocation to the New Lima Location.

(2) Buenos Aires Telehouse Agreement

Mr. Walsh informs the Court the Buenos Aires Telehouse Agreement
provides for a 10-year term, commencing in December 2001, at $101
per square meter per month.  The original contract price under
the Buenos Aires Telehouse Agreement, on an annual basis, is
$1,674,000, inclusive of taxes.  Under Argentine law, the
Debtors' current annual obligations under the Buenos Aires
Telehouse Agreement total $847,000, inclusive of taxes.

The Debtors have determined, in their business judgment, to
relocate their telecommunication fibers from the Buenos Aires
Telehouse to a new location in Wilde, Argentina that will result
in substantial savings.  The Debtors currently have a 10-year
lease for the Wilde Location and, therefore, the Debtors would
incur no incremental costs to operate from that site.  The
Debtors estimate that it will cost $1,200,000 to relocate to the
Wilde Location.  Despite these one-time costs, by relocating to
the Wilde Location, the Debtors will realize savings in the
millions of dollars over the term of the Buenos Aires Telehouse
Agreement.

Mr. Walsh acknowledges that moving the Debtors' telecommunications
fibers from the Buenos Aires Telehouse to the Wilde Location will
be complex.  Buenos Aires is a major South American city for
telecommunications traffic in general and, specifically, for the
Debtors' South American operations.  Buenos Aires is the location
of some of the Debtors' most utilized services in South America.  
Accordingly, there is a substantial amount of equipment located in
the Buenos Aires Telehouse, and that equipment and service must be
moved and re-established in the Wilde Location.  The space in the
Wilde Location must be prepared to receive this equipment.  The
relocation to the Wilde Location requires the re-arrangement of
large amounts of equipment, some of which is already in the Wilde
Location, some arriving from other locations in Argentina, and
some from locations outside South America.  As with the New Lima
Location, some construction work must be completed outside in the
streets around the Wilde Location, and the Local Loop Providers
need time to be established within the new location.  All work
must be accomplished to ensure that there is no disruption of
service to the Debtors' customers.  In addition, because the
Debtors' telecommunications licenses in Argentina require the
minimization of service disruptions, any disruptions of service
would put the Argentine Licenses at risk.  The Debtors anticipate
that it will take between seven to eight months to complete the
relocation to the Wilde Location.

(3) Caracas Telehouse Agreement

The Caracas Telehouse Agreement runs for a 15-year term,
commencing in March 2001, at $172 per square meter per month.
The Debtors' total yearly payments under the Caracas Telehouse
Agreement is $1,319,900, inclusive of a 16% VAT.

The Debtors have determined, in their business judgment, to
relocate their telecommunication fibers from the Caracas
Telehouse to another location in Caracas that will result in
substantial savings.  Mr. Walsh notes that the New Caracas
Location is not owned by the Debtors, but the monthly cost per
square meter is 90% less than their costs under the Caracas
Telehouse Agreement.  The Debtors estimate that the costs
associated with relocating to the New Caracas Location is
$1,600,000.  Despite these one-time costs, by relocating to the
New Caracas Location, the Debtors will realize savings in the
millions of dollars over the life of the Caracas Telehouse
Agreement.

Similar to the relocation of the Lima and Buenos Aires Telehouses,
Mr. Walsh says, moving the Debtors' telecommunications fibers from
the Caracas Telehouse to the New Caracas Location will be a
lengthy, multi-faceted process.  It will involve obtaining local
permits to perform some work in the street to connect fibers, the
movement of equipment from the Caracas Telehouse, and the delivery
of additional equipment from outside the country, to the New
Caracas Location, and allowing for the Local Loop Providers to
establish their presence in the New Caracas Location.  In
addition, relocating will require construction in the streets
outside the New Caracas Location. All work must be accomplished in
a manner as to ensure that there is no disruption of service to
the Debtor's customers.  Moreover, as with the Buenos Aires and
Lima Telehouses, any disruption of service will put the Debtors'
Venezuelan telecommunications licenses at risk.  The Debtors
anticipate that it will take eight to nine months to properly
complete the relocation to the New Caracas Location. (Global
Crossing Bankruptcy News, Issue No. 43; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


GRAND EAGLE: Committee Asks Court to Convert Case to Chapter 7
--------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Grand
Eagle Companies, Inc., and its debtor-affiliates' chapter 11
cases, moves the U.S. Bankruptcy Court for the Northern District
of Ohio to convert the Debtors' cases to chapter 7 liquidation
proceedings.  

The Committee reports that the Chapter 11 bankruptcy case has been
pending for 17 months.  Since the appointment of the Chapter 11
Trustee, this bankruptcy has been proceeding as a liquidating
Chapter 11.  The Debtors operations have ceased, substantially all
of the Debtors' assets have been sold and the Trustee has incurred
administrative expenses for over four months without a cash
collateral order in place to pay for such expenses.  The Chapter
11 plan circulated by Trustee has not been filed.  It is unlikely
that any plan filed by the Chapter 11 Trustee will be confirmed.

The Committee points out that the Trustee cannot effectuate a plan
because two major constituencies probably will not be able to
agree on a key provision regarding appointment of the Committee as
the representative of the Debtors to pursue the Adversary
Proceeding.  Therefore, although a proposed plan was circulated
months ago, it appears highly unlikely that the plan is
confirmable.

Additionally, there has been no cash flow from the Debtors'
business operations for many months.  For over four months, the
Estate has been incurring administrative expenses mostly in
connection with selling assets, which the Bank Group claims as its
collateral.  There is no cash collateral order or budget funded by
the Bank Group providing for payment of these costs. Instead,
there are costs continuing to accrue and no free assets to pay
these claims.  The accrual of these continued expenses is
diminishing the assets of the estate and constitutes a diminution
in value under Section 1112(b)(1).

Moreover, in order to present a plan for confirmation, the Trustee
needs funds in order to generate and circulate the disclosure
statement, plan and voting ballots and in order to calculate the
ballots and see the plan through to confirmation.  The Debtors
have scheduled over $19,000,000 in unsecured claims.  Because of
the volume of creditors involved, the confirmation of a Chapter 11
plan will be costly.  Without a budget, the Trustee cannot
initiate the confirmation process, let alone see a plan through to
confirmation.  In addition, without a budget and authority to use
cash collateral, the Trustee will be unable to pay for the
carrying costs associated with the real estate.

Grand Eagle Companies, Inc., a privately held company, used to be
North America's largest independent motor, switchgear, and
transformer services provider.  The Company filed for chapter 11
protection on December 7, 2001 (Bankr. N.D. Ohio Case No. 01-
54821).  Subsequently, Grand Eagle sold all of its assets and is
no longer an operating business providing any goods or services
and no longer operates a business office. Jeffrey Baddeley, Esq.,
at Benesch Friedlander Coplan & Aronoff, represents the Debtors in
their restructuring efforts. Jessica E. Price, Esq., at BROUSE
McDowell represents the Official Committee of Unsecured Creditors
in these proceedings.


GREAT LAKES HEALTH: Fitch Drops Financial Strength Rating to D
--------------------------------------------------------------
Fitch Ratings has downgraded its quantitative insurer financial
strength rating on Great Lakes Health Plan of Michigan to D from
CCCq.  Fitch Ratings believes this company is currently in
supervision with Michigan's Office of Financial and Insurance
Services.  Great Lakes Health Plan reported total statutory
capital of negative $12.8 million at March 31, 2003.

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.


HEADWAY CORPORATE: Hiring Weil Gotshal as Bankruptcy Attorneys
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave its stamp of approval to Headway Corporate Resources, Inc.'s
application to employ Weil, Gotshal & Manges LLP as its attorneys.

The Debtor has been informed that Jeffrey L. Tanenbaum, Esq,m a
member of Weil Gotshal, Marshall C. Turner, Esq,m and Jennifer
Feldsher, Esq., Weil Gotshal associates, as well as other members
of, counsel to and associates of Weil Gotshal who will be employed
in this chapter 11 case, are members in good standing of, among
others, the Bar of the State of New York and the United States
District Court for the Southern District of New York.

The Debtor expects Weil Gotshal to:

     a. take all necessary action to protect and preserve the
        estate of Headway, including the prosecution of actions
        on Headway's behalf, the defense of any actions
        commenced against Headway, the negotiation of disputes
        in which Headway is involved, and the preparation of
        objections to claims filed against Headway's estate;

     b. prepare on behalf of Headway, as debtor in possession,
        all necessary motions, applications, answers, orders,
        reports, and other papers in connection with the
        administration of Headway's estate and serve such papers
        on creditors; and

     c. perform all other necessary legal services in connection
        with the prosecution of this chapter 11 case.

Weil Gotshal's current customary hourly rates are:

          members and counsel      $375 to $700 per hour
          associates               $165 to $440 per hour
          paraprofessionals        $50 to $175 per hour

Headway Corporate Resources, Inc., with its headquarters in New
York, New York, provides human resource and staffing services. The
Company filed for chapter 11 protection on July 1, 2003 (Bankr.
S.D.N.Y. Case No. 03-14270).  Jeffrey L. Tanenbaum, Esq., at Weil,
Gotshal & Manges, LLP represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed estimated assets of over $10 million and
estimated debts of more than $50 Million.


HOLLINGER INC: Reports Retraction Price of Retractable Shares
-------------------------------------------------------------
Hollinger Inc. (TSX:HLG.C) announces that the Retraction Price of
the retractable common shares of the Corporation as of July 12,
2003 shall be $3.75 per share.

Hollinger -- whose long-term corporate credit rating has been
downgraded by Standard & Poor's to 'SD' -- owns English-language
newspapers in the United States, the United Kingdom and Israel.
Its assets include the Telegraph Group Limited in Britain, the
Chicago Sun-Times, The Jerusalem Post, a large number of community
newspapers in the Chicago area, a portfolio of new media
investments and a variety of other assets.

Hollinger's principal asset is its approximately 72.7% voting
and 30.3% equity interest in Hollinger International Inc.
(NYSE:HLR). Hollinger International is a global newspaper
publisher with English-language newspapers in the United States,
Great Britain, and Israel. Its assets include The Daily
Telegraph, The Sunday Telegraph and The Spectator and Apollo
magazines in Great Britain, the Chicago Sun-Times and a large
number of community newspapers in the Chicago area, The
Jerusalem Post and The International Jerusalem Post in Israel, a
portfolio of new media investments and a variety of other
assets.

At December 31, 2002, Hollinger's balance sheet shows a total
shareholders' equity deficit of about $351 million.  


IMC GLOBAL: Commences $310-Mill. Senior Unsecured Note Offering
---------------------------------------------------------------
IMC Global Inc. (NYSE: IGL) is commencing an offering of $310
million aggregate principal amount of senior unsecured notes due
2013.

The Company intends to use the net proceeds from the offering
principally to fund the purchase of up to $100 million aggregate
principal amount of its 6.55% notes due 2005 and up to $200
million aggregate principal amount of its 7.625% senior notes due
2005 that are accepted for purchase in the cash tender offers
commenced June 23, 2003 and expiring July 22, 2003, unless
extended or earlier terminated.

The notes have not been and will not be registered under the
Securities Act of 1933 and may not be offered or sold absent
registration or an applicable exemption from registration
requirements.

With 2002 revenues of $2.1 billion, IMC Global is the world's
largest producer and marketer of concentrated phosphates and
potash crop nutrients for the agricultural industry and a leading
global provider of feed ingredients for the animal nutrition
industry.

As reported in Troubled Company Reporter's June 26, 2003 edition,
Moody's Investors Service downgraded several ratings for IMC
Global Inc., reflecting the company's high debt leverage, weaker
than expected product demand, higher average feedstock costs and
significant intermediate term obligations even after the latest
refinancing.

                        Rating Assigned

IMC Global, Inc.

* Mandatory convertible preferred shares                  Caa1
  $125 million due 2006

                      Ratings Downgraded    

                                                     To    From
                                                    ----   ----
IMC Global, Inc.    
----------------
* Guaranteed senior unsecured notes                  B1    Ba2

* Senior unsecured notes and debentures              B2    Ba3

* Guaranteed senior secured credit facility          Ba3   Ba1

* Universal shelf
(senior unsecured/subordinated/preferred)        (P)B2/  (P)Ba3/
                                                  (P)B3/  (P)B1/
                                                  (P)Caa1 (P)B2

* Senior Implied                                     B1     Ba2

* Issuer Rating                                      B2     Ba3

Phosphate Resource Partners LP
------------------------------
* Senior unsecured notes                            Caa1    B1  

Outlook is stable.


INFECTECH INC: Court Dismisses Involuntary Bankruptcy Petition
--------------------------------------------------------------
The Board of Infectech, Inc. (Pink Sheets: IFEC) announced that
the petition for involuntary bankruptcy filed by a group of
dissident employees was dismissed by the United States Bankruptcy
Court. Previously, management reported that a dissident group,
comprised of three former employees, had filed a petition in the
United States Bankruptcy Court for the Western District of
Pennsylvania.

This petition sought to force the Company into bankruptcy, and
would have resulted in the sale of valuable corporate assets at
prices below their true potential value. It would also have
reduced or eliminated all shareholder value in the Company. To
protect the interests of all shareholders, management vigorously
opposed the petition, which management viewed as improper and
unnecessary.

On July 8, 2003, an evidentiary hearing was held, and the United
States Bankruptcy Court immediately dismissed the involuntary
petition. Mitchell S. Felder, M.D., CEO of Infectech, said, "The
Board believes that the quick dismissal confirms that the petition
was an attempt to unjustly obtain valuable rights of the Company,
including intellectual property and strategic partnership
arrangements."

The Board is considering counter measures, including the seeking
of damages, against the petitioners and their representatives.
Management will now be focusing on bringing the Company's valuable
patents to the biomedical marketplace.

From the time this involuntary petition was filed, the market
capitalization of Infectech declined by more than 67% to less than
$1 million.

Infectech, Inc., a biotechnology/genomics company, became a
publicly traded company in April 1999. The company specializes in
the research, development and production of laboratory kits used
in the rapid identification and antibiotic testing of disease-
causing pathogens. The company's patents span the identification
and antibiotic sensitivity testing of 34 disease- causing
bacteria, including Tuberculosis, Pseudomonas, M. avium and
Nocardia. These bacteria are cited as a prominent cause of death
in patients with cancer, cystic fibrosis, and AIDS, as well as
patients undergoing surgery. For more information on the Company,
visit http://www.infectech.com


INSIGNIA SOLUTIONS: Hires Burr Pilger to Replace PwC as Auditors
----------------------------------------------------------------
On July 1, 2003, Insignia Solutions plc dismissed
PricewaterhouseCoopers LLP as its independent accountants. The
decision to change independent accountants was approved by the
Company's Audit Committee and Board of Directors.

The reports of PricewaterhouseCoopers LLP on the financial
statements for the year ended December 31, 2002 contained an
explanatory paragraph expressing substantial doubt in the
Company's ability to continue as a going concern.

On July 7, 2003, Insignia Solutions engaged Burr, Pilger & Mayer
LLP to serve as its new independent auditors for the fiscal year
ended December 31, 2003.  The decision to engage Burr, Pilger &
Mayer LLP was recommended by the Company's Management and the
Audit Committee of the Board of Directors, and unanimously
approved by the Board of Directors.

At March 31, 2003, Insignia's balance sheet shows a working
capital deficit of about $600,000 and a total shareholders' equity
deficit of about $525,000.

Insignia provides an essential ingredient to mobile operators
and terminal manufacturers by enabling Over-The-Air Repair of a
growing complex and diverse community of devices on the network.
Insignia's products and services radically reduce customer care
and recall costs, maintain device integrity, and enable a wide
range of new mobile services. Founded in 1986, Insignia has a
long history of innovation, stewardship of major industry
standards, and the trust of dozens of manufacturers around the
world. The company is headquartered in Fremont, California with
R&D and European operations based in the United Kingdom. For
additional information about Insignia or its products visit
http://www.insignia.com


JLG INDUSTRIES: S&P Concerned About $100MM Plan to Buy OmniQuip
---------------------------------------------------------------
Standard & Poor's Ratings Services places its BB corporate credit
and senior unsecured debt ratings on JLG Industries Inc. on
CreditWatch with negative implications.  Hagerstown, Maryland
based JLG is a construction equipment manufacturer. The
CreditWatch listing follows the announcement that JLG plans to
acquire OmniQuip, a business unit of Textron Inc. (A-/Stable/A-2)
for $100 million. JLG will acquire it largely in cash raised from
the issuance of $125 million of senior unsecured notes in May
2003.

OmniQuip, a leading manufacturer of rough terrain telescopic
material handlers in North America markets its products under the
brand names of Lull and Sky Trak. It generated about $200 million
of sales in 2002 and EBITDA somewhat above breakeven.

"The CreditWatch listing reflects the potential for lower ratings,
because it appears the acquisition will postpone JLG's opportunity
to reduce debt significantly with the proceeds of the debt
issuance," said Standard & Poor's credit analyst Nancy Messer.
"OmniQuip brings little immediate EBITDA to the combined company,
and JLG's near-term cash flow will be compromised, at least partly
consumed in synergistic restructuring activities as the acquired
entities are integrated into JLG's operations."

Strategically, the acquisition will produce a stronger business
position for JLG, diversifying its customer base and product
offerings. After the combination, JLG's exposure to the aerial
work platform market, in which it is the world's largest
manufacturer, will decline to 46% from 60%, and its presence in
the telehandler market will increase to 32% from 13%. The
telehandler market has been stronger than the aerial work platform
market, with telehandler sales improving, year-over-year, and
aerial work platform sales declining significantly for the first
nine months of fiscal 2003.
     

JOSTENS INC: S&P Rates New Senior Secured Facilities at BB-
-----------------------------------------------------------
Standard & Poor's Ratings Services affirms its BB- corporate
credit and 'B' subordinated debt ratings on school-related
affinity products manufacturer Jostens Inc.  All ratings have been
removed from CreditWatch where they were placed on April 17, 2003,
following Jostens' statement on its Form 8-K filing that it had
engaged investment banking advisers to assist in the possible sale
or recapitalization of the company.

At the same time, Standard & Poor's assigns its BB- rating to
Jostens' proposed $650 million senior secured credit facilities
due in 2008. The bank loan rating is the same as the corporate
credit rating because in a stressed scenario, Standard & Poor's
believes that lenders could expect meaningful, but less than full,
recovery of principal.

Standard & Poor's also assigns its B rating to Jostens' proposed
$270 million senior subordinated increasing rate bridge loans due
in 2004. The outlook is stable.

Minneapolis, Minnesota based Jostens have about $590.3 million of
total debt and about $74 million of preferred stock outstanding at
March 29, 2003.

"The speculative-grade ratings on Jostens reflect its leveraged
financial profile, somewhat narrow business focus, and the
seasonal nature of demand for its products," said Standard &
Poor's credit analyst David Kang. "These factors are somewhat
mitigated by the company's defendable leading position in the
mature school-related affinity products industry, favorable
demographic trends, strong EBITDA margins, and stable cash flows."

The ratings on the proposed facilities and bridge loans are based
on preliminary offering statements and are subject to review upon
final documentation. Proceeds from the new credit facilities will
be used for general corporate purposes and as part of the
financing for the proposed acquisition of Jostens Inc. by DLJ
Merchant Banking Partners III and affiliated funds. In addition,
about $50 million of the $650 million senior secured credit
facilities will be available solely to make change of control
payments related to the company's existing senior subordinated
notes. Proceeds from the new bridge loans will be used solely to
make change of control payments in excess of $50 million related
to the company's existing senior subordinated notes and existing
preferred stock.

Jostens is a leading manufacturer and supplier of school-related
affinity products including class rings, yearbooks, graduation
products, and photography services.


JP MORGAN: S&P Puts BB/B Class F & G Note Ratings on Watch Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services places its ratings on classes F
and G of J.P. Morgan Chase Commercial Mortgage Securities Corp.'s
series 2001-A on CreditWatch with negative implications:

                Rating
                ------
  Class    To               From    Credit Support
  -----    --               ----    --------------
  F        BB/Watch Neg     BB               19.9%
  G        B/Watch Neg      B                12.9%

The negative CreditWatch placements are due to interest shortfalls
reflected on the June 2003 remittance statement. The interest
shortfalls are expected to occur again on the July statement. The
shortfalls occurred after the master servicer recovered previously
advanced amounts on a modified mortgage loan, resulting in the
class E (BBB-), F, and G being shorted interest. Barring
additional shortfalls, which are not expected at this time, class
E should be re-paid in full on the August distribution. Repayment
of the classes F and G will take a longer period; it could take
several months to repay class F and six or more months to repay
class G.

The negative CreditWatch placement affecting class F will remain
in effect until the class receives cumulative unpaid interest. If,
at that time, no other events are expected to cause interest
shortfalls, and the time period required to repay the G is known,
the rating on class G may also be removed from CreditWatch
negative.
   

KEMPER INSURANCE: D Rating Spurs Ameriana to Make $1.2M Reserves
----------------------------------------------------------------
Ameriana Bancorp (NASDAQ/NM:ASBI) will set aside additional
reserves of approximately $1.25 million in the Company's second
quarter, which ended on June 30, 2003. The Company believes this
action, which relates largely to continuing uncertainty
surrounding its investment in two pools of leases during 2001, is
necessary because of the recent ratings downgrade on one of the
two sureties involved in the transaction, the Kemper Insurance
Companies, which is now rated "D" by A.M. Best.

Moreover, Ameriana believes this new, lower rating is perceived as
an important factor by bank regulators in assessing the adequacy
of reserves of institutions that invested in those lease pools.

The Company's action to increase its reserves will reduce second
quarter after-tax net income approximately $750,000 million or
$0.24 per share. In the second quarter last year, the Company
reported net income of $600,000 or $0.19 per diluted share.
Ameriana plans to report results for the second quarter of 2003
during the first week of August.

As previously reported, Ameriana originally purchased two separate
pools of equipment lease receivables totaling $12,000,000 from the
Commercial Money Center, a now-bankrupt equipment leasing company,
of which approximately $10,900,000 currently remains unpaid. Each
lease in the pools was backed by a surety bond issued by one of
two insurance companies, including Kemper, guaranteeing payment of
all amounts due under the leases in the event of default by the
lessee. Both insurers now claim they were defrauded by CMC and are
denying responsibility for payment. Ensuing litigation in this
matter, initiated against the sureties by a number of financial
institutions participating in the lease pools, including Ameriana,
has been consolidated at the U.S. District Court for the Northern
District of Ohio, Eastern Division.

During 2002, Ameriana established reserves against its two lease
pools equal to approximately 50% of the outstanding amount. With
this latest action, setting aside another $900,000 in specific
reserves for the Kemper-insured lease pool, Ameriana has reserved
approximately 65% of the Kemper-insured lease pool and
approximately 58% of the combined outstanding amount of both lease
pools. The Company believes these reserve levels are consistent
with the conservative posture that industry regulators will likely
assume in this matter. The remaining portion of the $1.25 million
second quarter charge relates to Ameriana's commercial loan
portfolio and will bring the Company's reserves up to 1% of the
outstanding amount of that portfolio. Despite the decision to set
aside these additional reserves, Ameriana regulatory capital will
remain well above required levels at June 30, 2003.

Separately, Ameriana said that it remains on track to complete a
proposed sale of two Cincinnati-area branches to Peoples Community
Bancorp, Inc. (NASDAQ/NM:PCBI) of West Chester, Ohio, in the third
quarter of 2003 subject to regulatory review and approval. The
total premium paid to Ameriana in this transaction, involving
branches in Deer Park and Landen, Ohio, is $6.5 million, and
Ameriana expects to realize a $2.7 million after-tax gain, or
$0.86 per diluted share, from the sale.

Ameriana Bancorp is a bank holding company. Through its wholly
owned subsidiary, Ameriana Bank and Trust, the Company offers an
extensive line of banking services and provides a range of
investments and securities products through branches in central
Indiana and in the greater Cincinnati, Ohio area. As its name
implies, Ameriana Bank and Trust also offers trust and investment
management services, has interests in Family Financial Life
Insurance Company and Indiana Title Insurance Company, and owns
Ameriana Insurance Agency, a full-service insurance agency.


KINETIC CONCEPTS: Arranges New Senior Secured Credit Facility
-------------------------------------------------------------
Kinetic Concepts Inc., has entered into a commitment letter with
Morgan Stanley Senior Funding Inc., and Credit Suisse First Boston
for a new senior secured credit facility. The new facility would
be composed of a $480 million term loan and a $100 million
revolving credit facility. The proceeds from this new credit
facility are anticipated to be used as part of a recapitalization
of the company which is expected to include repayment of the
outstanding balance on the company's existing credit facility and
the redemption of the company's 9.625% Senior Subordinated Notes.

The closing of the new credit facility is expected to occur in
mid-August 2003. The commitment letter is subject to a number of
important conditions. There can be no assurance that these
conditions will be satisfied or that the terms described above
will not change.

Kinetic Concepts Inc. is a global medical device company with
leadership positions in (i) advanced wound care and (ii)
therapeutic surfaces that treat and prevent complications
resulting from patient immobility. We design, manufacture, market
and service a wide range of proprietary products that can
significantly improve clinical outcomes while reducing the overall
costs of patient care by accelerating the healing process or
preventing complications. We have an infrastructure designed to
meet the specific needs of medical professionals and patients
across all health care settings including acute acre hospitals,
extended care facilities and patients' homes.

As reported in Troubled Company Reporter's January 6, 2003
edition, Standard & Poor's Ratings Services removed its
corporate credit and senior secured ratings of hospital supplier
Kinetic Concepts Inc. from CreditWatch where they were placed on
October 1, 2002. At the same time Standard & Poor's raised the
ratings to 'B+' from 'B' and raised its subordinated debt rating
for KCI to 'B-' from 'CCC+'. The outlook is stable.


KMART CORP: Asks Court to Fix Class 6 Claims Estimation Protocol
----------------------------------------------------------------
Kmart Corporation and its debtor-affiliates want to establish
uniform procedures to expedite estimation of unliquidated claims
of Class 6 claimants who opted to be treated as a Class 5 Trade
Vendor/Lease Rejection Claim Holder under Kmart's confirmed
reorganization plan.

The Plan classifies personal injury and other litigation claims as
well as claims by government entities on account of anything other
than taxes as Other Unsecured Claims under Class 6. Holders of
Class 6 Other Unsecured Claims are entitled to elect to receive
either cash or stock.  Under the cash option, creditors with
claims greater than $30,000 will receive cash payments on the
third anniversary of Kmart's emergence from Chapter 11.

Class 6 Other Unsecured Claimants opting for stock receive Class
5 Trade Vendor/Lease Rejection Claimants treatment.  They receive
their pro rata share of reorganized Kmart common stock along with
all other Class 5 Claimants.  However, the Class 6 Other Unsecured
Claimants electing for stock are deemed to have agreed to the
"Other Unsecured Claim Estimation Procedure" which, in accordance
with the Plan, is a "procedure approved by the Bankruptcy Court
providing for the expedited estimation, for distribution purposes,
of Other Unsecured Claims held by Other Unsecured Claimholders"
who elected to receive stock in lieu of cash.

"The rationale for deeming electing Other Unsecured Claimants as
having agreed to an expedited claims estimation procedure was to
ensure that distributions of stock to other claimants would not
be unduly delayed pending resolution of a group of claims that
was comprised primarily of contested litigation claims," John Wm.
Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher & Flom, tells
Judge Sonderby.  The stock option is the primary form of
consideration available to most other unsecured creditors under
the Plan.

Mr. Butler represents that the Other Unsecured Claim Estimation
Procedures are designed to afford the parties a quick,
inexpensive means for finally liquidating contested, disputed
claims totally out of Court.  The proposed Procedures free the
Court from the burden of conducting contested estimation hearings
and affording the parties the ability to schedule mediations and
arbitrations at mutually convenient times that will result either
in agreed resolutions or final, binding, non-appealable
arbitration awards.

A total of 232 Class 5 Claimants made the stock election under
the Plan.  Of those Claimants, 133 held claims that had already
been liquidated pursuant to claims resolution procedures
previously approved by the Court.  According to Mr. Butler, the
133 Claimants are entitled to share in a pro rata stock
distribution without having to undergo any further claims
estimation procedures.  However, the remaining 99 electing Class
5 Claims remain unliquidated and, therefore, are subject to the
proposed Estimation Procedures.

                       Estimation Procedures

The Debtors will implement a three-step procedure to reach an
agreement for the release, payment or compromise of Other
Unsecured Claims.

    Telephonic Settlement     The Debtors will contact by
                              telephone each Claimant to
                              settle the Other Unsecured
                              Claims informally and, if a
                              settlement is not reached,
                              the parties will undertake
                              the mediation or arbitration
                              process

    Non-binding Mediation     At the Debtors' discretion,
                              a Claim may be referred to
                              mediation

    Binding Arbitration       If the telephonic settlement
                              is not successful, and if
                              the Debtors do not elect to
                              mediate a Claim, then binding
                              arbitration is mandatory and,
                              if the Debtors elect mediation,
                              but the mediation is not
                              successful, binding arbitration
                              is also mandatory

                        Mediation Procedure

(1) Referral to Mediation

For Other Unsecured Claims that the Debtors elect to be mediated,
they must submit a referral notice within 15 days after the
conclusion of the telephonic settlement process.

(2) Appointment of Mediator

The Mediation/Arbitration Organization will, within 30 days after
receiving the Referral Notice (i) appoint a mediator who is
familiar with the laws which govern the Other Unsecured Claim and
(ii) provide written notice to the Debtors and the Claimant of
the appointment.

(3) Conduct of Mediation

The mediator will handle all Other Unsecured Claims in the order
received by him or as directed by mutual agreement of the
parties.  In all cases, the procedures used by the mediators will
be reasonable and practical under the existing circumstances.  A
legal counsel may represent any party, although that counsel's
participation will not be required for the conduct of the
mediation.  The mediator will meet with the parties or their
representatives, individually and jointly, for a conference or
series of conferences as the mediator may determine.  The
Claimant and the Debtors or their representatives, as wells the
Debtors' indemnitors must be present at the conference.  A
settlement reached pursuant to mediation will be treated as an
allowed prepetition, general unsecured, non-priority claim,
subject to the allowance procedures.

                       Arbitration Procedure

(1) Referral to Arbitration

An Other Unsecured Claim will be submitted for arbitration within
15 days after the conclusion of the telephonic settlement process
or mediation process, as applicable.

(2) Appointment of Arbitrator

The Mediation/Arbitration Organization will, within 30 days after
receiving the referral to binding arbitration, (i) appoint an
arbitrator to conduct the arbitration proceedings and (ii)
provide notice to the Debtors and the Claimant of such
appointment.  The proceedings will be commenced, to the extent
practicable, not later than 30 days after the date the arbitrator
provides written acknowledgment to all parties.

(3) Conduct of Arbitration

The same Mediation/Arbitration Organization may be used for both
the mediation procedure and binding arbitration proceedings.  The
arbitration will be conducted in accordance with applicable law
and will be governed by the Federal Arbitration Act, Title 9,
United States Code.  The arbitration will be conducted pursuant
to the dispute resolution procedures for commercial or insurance
claims of the American Arbitration Association, as currently in
effect and appropriate unless otherwise agreed by the parties.
The Claimant and the Debtors or their representatives, and the
Third-Party Indemnitors must be present at the arbitration.

(4) Cost of Arbitration

The Debtors and the Claimant will share the arbitration costs
equally.  However, the arbitrator may in his sole discretion
assess the entire Cost against any party delaying or abusing the
arbitration proceedings.

(5) Arbitration Award

The arbitration award set by the arbitrator will be based solely
on the true value of the Other Unsecured Claim.  The arbitrator
cannot take into account the expected value of the distribution
to the Other Unsecured Claimholder under the Plan.  The award the
arbitrator sets will be binding and will be within its
discretion.  In no event will the award (i) exceed the amount
shown on the Claimant's Proof of Claim, or (ii) be less than the
undisputed portion of the Claim.

The Debtors will attempt the telephonic or mediated settlement
for all Claims.  However, the Debtors reserve the right to
proceed directly to arbitration.  Mr. Butler explains that
majority of the Claimants who are subject to the proposed
Estimation Procedures have already exhausted the claims
resolution procedures previously approved by the Court, without
having reached an agreement acceptable to the parties.  While the
Debtors will endeavor to pursue settlement discussions where
reasonable to do so, Mr. Butler maintains that no interest is
served by requiring the parties to mediate matters that have
already been through settlement discussions without resolving the
matter.  In those cases, binding arbitration should be pursued.

                        Settlement Authority

The Debtors intend to settle the Other Unsecured Claims without
further Court authority.  The Debtors want to settle Claims for
settlement amounts over $500,000 on 10 days' notice to the Post-
Effective Date Committee.  The settlement will be deemed final
unless the Committee objects, in writing, to the proposed
settlement within the 10-day period.  In the event of final a
settlement, the settling Claimant will be deemed to hold an
allowed, prepetition general unsecured non-priority claim against
the Debtors in the settled amount, to be paid in accordance with
the Plan.  If an objection is filed, the matter must be submitted
to the Court for resolution.

On the other hand, the Debtors propose settle claims equal to or
less than $500,000 without further Court order or notice to any
parties.  In this case, the settling Claimant also will be deemed
to hold an allowed, prepetition general unsecured non-priority
claim against the Debtors in the settled amount, to be paid in
accordance with the Plan.  The Debtors will submit periodic
orders to the Court to confirm the settlement of such claims.

                     Participation by Insurers

The Estimation Procedures explicitly provide that they will not
be construed to alter the rights or obligations of any Kmart
insurer.  In all instances where an insurer has a right to
receive notice, participate in the resolution of a personal
injury claim, or decide on or approve the resolution of a
personal injury claim, that right is preserved.

Mr. Butler emphasizes that nothing in the Estimation Procedures
will be construed to authorize the Debtors to act on behalf of or
as an agent for any insurer.  However, the Mediation/Arbitration
Organization will have the authority, without further Court
order, to direct the attendance, at any mediation or arbitration,
of a representative of any applicable Third Party Indemnitor or
Insurer if any, with the authority to settle and pay any
settlement reached or award entered. (Kmart Bankruptcy News, Issue
No. 59; Bankruptcy Creditors' Service, Inc., 609/392-0900)


LIBERTY MEDIA: Delivers QVC Inc. Sale's Payment Terms to Comcast
----------------------------------------------------------------
Liberty Media Corporation (NYSE: L, LMC.B) has delivered notice to
Comcast Corporation (Nasdaq: CMCSA, CMCSK) prescribing the form of
consideration for Liberty Media's acquisition of Comcast's 57%
ownership stake in QVC, Inc.

The notice calls for Liberty Media to issue shares of its Series A
common stock (valued at $11.71 per share) representing 7.5% of the
shares of Liberty Media common stock outstanding (after giving
effect to that issuance), or approximately 218 million shares
based on the number of Liberty Media shares currently outstanding.  
The remainder of the purchase price will be paid in the form of a
three-year note bearing interest at LIBOR plus 1.5%.  The values
of the shares and the note to be delivered to Comcast are
approximately $2.6 billion and $5.3 billion, respectively.

Liberty Media Corporation (NYSE: L, LMC.B) owns interests in a
broad range of video programming, broadband distribution,
interactive technology services and communications businesses.  
Liberty Media and its affiliated companies operate in the United
States, Europe, South America and Asia with some of the world's
most recognized and respected brands, including Encore, STARZ!,
Discovery, QVC and Court TV.

Liberty Media Corp.'s 4.000% bonds due 2029 are currently trading
at about 63 cents-on-the-dollar.


LUCENT TECHNOLOGIES: Names Richard Levin & Karl Krapek to Board
---------------------------------------------------------------
Lucent Technologies (NYSE: LU) announced the election of Richard
C. Levin and Karl J. Krapek to the company's board of directors.

Levin, 56, is the president of Yale University and a specialist in
the economics of technological change.  He has studied and written
extensively on industrial research and development during his
career, and he brings valuable management experience and knowledge
of this field to his new position on the Lucent board.

Krapek, 54, served as the president and chief operating officer of
United Technologies Corp., one of the world's leading suppliers to
the aerospace, defense and building industries, before retiring in
2002.  While at UTC, he ran the Pratt & Whitney aircraft engine
business, the Carrier heating and air conditioning business, and
the Otis elevator company.  He brings broad experience managing
complex, global business operations to Lucent's board.

"These appointments represent another step in our efforts to
expand the board with quality leaders and experienced business
people," Lucent Chairman and CEO Patricia Russo said.  "Rick's and
Karl's diverse backgrounds will complement our already strong
Lucent board, and we look forward to the contributions our newest
members will make."

These appointments bring Lucent's board to a total of 10 members.  
Levin and Krapek join Robert Denham, Daniel Goldin, Edward
Hagenlocker, Carla Hills, Henry Schacht, Franklin Thomas, John
Young and Russo on the board.

In other actions, the board appointed director Robert Denham as
chairman of its Audit and Finance Committee, replacing Paul
Allaire who resigned from the board in June.

                      Richard C. Levin

In 1974, Levin was named to the Yale faculty and spent the next
two decades teaching, conducting research, serving on committees
and working in administration at the university.  During his
tenure, Levin served as the director of graduate studies in
economics, the chairman of the economics department and the dean
of the graduate school.  In addition to his writings on industrial
R&D, Levin also has written on the patent system and the effects
of antitrust and public regulation on private industry.  Levin was
selected as the twenty-second president of Yale University in
1993.

He currently serves as a director of the Hewlett Foundation and
the National Academy of Sciences Board on Science, Technology and
Economic Policy. He also is chairman of the board of the
University Alliance for Lifelong Learning, a joint venture of
Yale, Oxford and Stanford Universities.

Levin received his bachelor's degree in history from Stanford
University in 1968, studied politics and philosophy at Oxford
University and received his Ph.D. from Yale in 1974.

                      Karl J. Krapek

Krapek served as president and chief operating officer of UTC from
April 1999 until his retirement in January 2002.

He began his UTC career in 1982, when he joined Otis Elevator Co.
as vice president of operations and he eventually became president
of Otis Elevator in January 1989.  Krapek served as chairman,
president and chief executive officer of United Technologies'
Carrier Corp., beginning in September 1990. He was then executive
vice president of UTC and president of the Pratt & Whitney Group,
a division of UTC.  Krapek joined the corporation's board of
directors in 1997.

Prior to joining UTC, Krapek spent 15 years with General Motors
Corporation.

Krapek has been a member of the Board of Directors for Visteon
Corporation since February 2003, and is vice chairman of the board
of trustees and chair of the finance and administration committee
of the board of trustees of the Connecticut State University
System.

Krapek earned a bachelor's degree in industrial engineering from
Kettering University, formerly the General Motors Institute, and a
master's of science degree from Purdue University, where he was a
Krannert Scholar.  In 1990, he received the Krannert School's
Distinguished Alumnus award and in 1998 he was awarded an honorary
doctorate of management degree from Purdue University.

Lucent Technologies, headquartered in Murray Hill, N.J., USA,
designs and delivers networks for the world's largest
communications service providers. Backed by Bell Labs research and
development, Lucent relies on its strengths in mobility, optical,
data and voice networking technologies as well as software and
services to develop next-generation networks.  The company's
systems, services and software are designed to help customers
quickly deploy and better manage their networks and create new
revenue-generating services that help businesses and consumers.  
For more information on Lucent Technologies, visit its Web site at
http://www.lucent.com

As reported in Troubled Company Reporter's June 3, 2003 edition,
Fitch Ratings assigned a 'CCC+' rating to Lucent's recently issued
$1.5 billion convertible debentures. The debentures were sold in
two series, A and B, maturing in 2023 and 2025, respectively and
are pari passu with Lucent's other senior unsecured debt. Series A
totaled $750 million, has an interest rate of 2.75% and is
convertible to common stock at a conversion price of $3.34
(representing a 48% premium over the price of the common stock on
May 29, 2003). In addition, bondholders have the option of
redeeming the securities in 2010, 2015, and 2020. Series B totaled
$775 million, carries the same interest rate, has a conversion
price of $3.12 (representing a 38% premium over the price of the
common stock on May 29, 2003), and may be redeemed by the
bondholders in 2013 and 2019. Fitch expects Lucent to use the
proceeds from the offering to repay or repurchase higher cost
debt. The Rating Outlook remains Negative.

The ratings continue to reflect the company's weak credit
protection measures, limited financial flexibility (which was
further evidenced by the restriction on its $595 million of new
senior secured bank facilities to be used exclusively for letters
of credit and not operating purposes), execution risks surrounding
the company's restructuring programs, uncertainty surrounding the
prospects for the company's success in implementing its network
integration strategy and the continued difficult environment for
Lucent's end markets. The Negative Rating Outlook reflects the
uncertain capital expenditure patterns of the company's customer
base and the lack of visibility into the timing of a recovery in
the telecommunications equipment market.


MASSEY ENERGY: S&P Assigns BB+ Secured Credit Facility Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services revises 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 January 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.


MEGO FINANCIAL: Floyd W. Kephart Resigns as Board's Chairman
------------------------------------------------------------
On July 9, 2003, Mego Financial Corp., doing business as Leisure
Industries Corporation of America, filed a voluntary petition
under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the District of Nevada in Reno.
The case has been designated as Case No. 03-52300. The Company
expects to present its plan for Debtor in Possession financing to
the court by the end of the week.

The Chairman of the Board of Directors, Floyd W. Kephart, resigned
his position as Chairman and Director effective June 30, 2003.

Mego Financial, dba Leisure Industries, is a full-service,
vertically integrated vacation solutions provider specializing in
travel and tourism packages, the development and operation of
vacation ownership resorts, marketing land for use as vacation
home sites, and providing consumer financing to purchasers of
vacation ownership interests and land parcels through its wholly
owned subsidiary, Leisure Homes Corporation. Leisure Industries is
headquartered in Las Vegas, Nevada, and has properties in Arizona,
California, Nevada, New Jersey, Colorado, Florida and Hawaii.


MICROCELL TELECOMMS: Amaranth L.L.C. Discloses 1.9% Equity Stake
----------------------------------------------------------------
Amaranth L.L.C. of One American Lane, Greenwich, Connecticut,
acquired ownership of the following securities of Microcell
Telecommunications Inc., pursuant to a recapitalization of
Microcell: (a) 576 Class A Restricted Voting Shares, representing
1.9% of the issued and outstanding Class A Shares, and (b) 25,551
warrants to purchase Class A Shares, representing 0.6% of the
issued and outstanding 2005 Warrants. As advisor to Amaranth,
Amaranth Advisors L.L.C. (of the same address) acquired control or
direction over those securities.

Assuming the exercise of all outstanding 2005 Warrants, Amaranth's
holdings of the Class A Shares and 2005 Warrants would represent
less than 1% of the Class A Shares.  

Microcell completed a recapitalization under the Companis'
Creditors Arrangement Act effective May 1, 2003, pursuant to which
the existing indebtedness of Microcell and certain of its
subsidiaries (including indebtedness held by Amaranth) was
restructured. Pursuant to that reorganization, Amaranth received,
among other securities, Class A Shares and 2005 Warrants in
exchange for indebtedness of Microcell held by Amaranth. The
recapitalization is described in greater detail in the information
circular and proxy statement of Microcell dated February 17, 2003
and in the material change report of Microcell dated May 6, 2003.

Amaranth holds the Class A Shares and 2005 Warrants for investment
purposes only, and not with the purpose of influencing the control
or direction of Microcell. Amaranth may, subject to market
conditions and other relevant factors, make additional investments
in or dispositions of securities of Microcell in the future.


MIDWEST AIRLINES: Reaches Tentative Agreement with ALPA Pilots
--------------------------------------------------------------
Representatives from the Air Line Pilots Association,
International and Midwest Airlines have reached a tentative
agreement on work rule changes and other productivity enhancements
aimed at keeping the airline out of bankruptcy.

The ALPA negotiators finalized the relief package with management
late yesterday evening. It now goes to the airline's 285 active
pilots for a ratification vote, which is scheduled to be completed
by midnight.

Capt. Jerome Schnedorf, Chairman of the Midwest unit of ALPA, said
the elected union leadership and Negotiating Committee unanimously
recommended that the pilot group vote in favor of the
restructuring agreement.

"While we maintain that our pilots are not the cause of our
airline's financial difficulties, in the end we must focus on
turning our airline around considering the current economic
situation in the industry," Schnedorf said.

On Thursday, the ALPA unit representing Skyway Airlines, a wholly
owned subsidiary of Midwest Holdings, Inc. tentatively agreed to a
multi-year contract also designed to avert a bankruptcy filing.
The company warned last month that it would seek protection under
the U.S. Bankruptcy Code in mid-July if it did not receive
substantial financial concessions from its unions and
leaseholders.

If ratified, the restructuring agreement will represent the second
time in less than six months that Midwest's pilots have agreed to
concessions. Midwest pilots have been earning reduced salaries
that had been slated to continue until Nov. 1 under the terms of a
temporary financial relief package that was ratified by the union
leadership earlier this year. More than 28 percent of Midwest's
pilots are already on furlough.

"Our primary goal in these negotiations was to find a solution
that addressed the needs of our airline while retaining an
individual pilot's ability to maintain his monthly income to the
extent possible. We believe that the restructuring agreement meets
that goal," Schnedorf said.

Milwaukee-based Midwest Airlines operates a fleet of DC-9, MD-82,
MD-88 and Boeing 717 aircraft to 24 cities throughout the United
States.

Founded in 1931, ALPA is the world's largest pilot union
representing 66,000 pilots at 42 airlines in the U.S. and Canada.
Visit the ALPA Web site at http://www.alpa.org


MIDWEST AIRLINES: Reaches Tentative Pacts with 3 Labor Unions
-------------------------------------------------------------
Midwest Express Holdings, Inc. (NYSE: MEH) said it is making
progress in its restructuring efforts with several key groups. The
airline has reached tentative agreements with its three labor
unions, and continues to negotiate agreements with its 11 aircraft
lenders and lessors.

The airline has said it must renegotiate its contracts with the
unions and its aircraft agreements with lenders and lessors to
successfully restructure its finances and return to profitability.
The airline has indicated it will be forced to file for Chapter 11
protection if the negotiations and the airline's other
restructuring efforts do not meet with success by mid-July.

The airline has reached tentative agreements with the Midwest Air
Line Pilots Association, Skyway Air Line Pilots Association and
the Midwest Association of Flight Attendants. All three agreements
include an all-employee stock option plan. Union membership for
all three groups must now ratify the agreements. The airline had
asked each union group for pay concessions and productivity
improvements to help it reduce its overall costs. The company is
also developing process and productivity improvements for
nonrepresented Midwest Airlines employees, and adjusting its fleet
plan.

"The agreements reached with our unions represent a milestone in
our restructuring efforts," said Robert S. Bahlman, senior vice
president and chief financial officer. "We appreciate the
diligence and hard work that went in to reaching these agreements,
and are pleased with the outcome. The unions have told us that
there is enough time to complete the ratification process by our
July 15 deadline." Bahlman also said progress continues to be made
in negotiations with lenders and lessors.

Midwest Airlines features nonstop jet service to major
destinations throughout the United States. Skyway Airlines, Inc.
-- its wholly owned subsidiary -- operates Midwest Connect, which
offers connections to Midwest Airlines as well as point-to-point
service between select markets on regional jet and turboprop
aircraft. Together, the airlines offer service to 51 cities. More
information is available at http://www.midwestairlines.com  


MIDWEST AIRLINES: Reaches Tentative Pact with Flight Attendants
---------------------------------------------------------------
Midwest Airlines flight attendants, represented by the Association
of Flight Attendants, AFL-CIO, have reached a tentative cost-
cutting agreement with the airline.

"This agreement provides the airline with the cost savings
management says it needs to help pull Midwest out of this
financial crisis," said AFA Midwest Express Master Executive
Council President Toni Phillips.  "This is an extremely difficult
situation for the flight attendants, but we have committed to
making an investment in our airline so that Midwest will be strong
and our careers will be secure in the years ahead."

Details of the tentative agreement will not be released until the
flight attendants have a chance to review and vote on the
agreement.  The dates for a ratification vote will be scheduled
next week.

Midwest Express' approximately 400 flight attendants are joined
together in AFA, the world's largest flight attendant union.  
Visit http://www.afanet.org


MIDWEST AIRLINES: Will Publish Second-Quarter Results on July 22
----------------------------------------------------------------
Midwest Express Holdings, Inc. (NYSE: MEH) will issue its second
quarter 2003 financial results on July 22, 2003.

Company management will discuss the results in a conference call
with industry analysts and institutional investors at 1 p.m.
Central time the same day. The discussion will be available
simultaneously in a listen-only mode and for the following 30 days
at

  http://www.corporate-ir.net/ireye/ir_site.zhtml?ticker=MEH&script=2100   

Midwest Airlines features nonstop jet service to major
destinations throughout the United States. Skyway Airlines, Inc. -
its wholly owned subsidiary - operates Midwest Connect, which
offers connections to Midwest Airlines as well as point-to-point
service between select markets on regional jet and turboprop
aircraft. Together, the airlines offer service to 51 cities.
More information is available at http://www.midwestairlines.com


MIRANT: Files for Chapter 11 Reorganization in Fort Worth, Texas
----------------------------------------------------------------
To facilitate its financial restructuring, Mirant (NYSE: MIR) has
filed voluntary petitions for reorganization under Chapter 11 of
the U.S. Bankruptcy Code. Additionally, certain of the company's
Canadian subsidiaries will file an application for creditor
protection under the Companies Creditors' Arrangement Act (CCAA)
in Canada.

Mirant Corp., Mirant Americas Generation, LLC, and substantially
all of the companies' wholly-owned subsidiaries in the United
States are included in the Chapter 11 filings. Excluded from the
filings are the company's operations in the Philippines and the
Caribbean.

Concurrently, Mirant announced that it has been granted permission
by the U.S. Bankruptcy Court to implement a Counterparty Assurance
Program. This program supports the company's ability to continue
its asset optimization and risk management operations without
interruption. The Court order authorizes immediate relief to honor
any and all obligations under existing and future trading and
marketing contracts (known as "safe harbor" contracts) that
support Mirant's extensive asset base. This protection, however,
applies only to counterparties that do not terminate trading and
marketing contracts because of Mirant's Chapter 11 filing.

Marce Fuller, president and chief executive officer of Mirant,
said, "Mirant's worldwide operations are continuing without
interruption and our vendors will be paid in full for all goods
furnished and services provided after the filing date."

Mirant said that as of July 11, Mirant and its subsidiaries had
approximately $1.17 billion in total cash. Approximately $348
million is legally restricted and $89 million is held for
operating, working capital or other purposes at subsidiaries.
Additionally, the company has secured a commitment, subject to
Court approval, for $500 million in debtor-in-possession (DIP)
financing to provide additional working capital.

As part of the company's restructuring effort, it has been in
negotiations for several months with its bank lenders and
bondholders to restructure a significant portion of its debt and
refinance its existing credit facilities.

"Although we received broad support from the company's creditors
on our restructuring plan, failure to obtain the timely support of
our key lenders created substantial uncertainty in the marketplace
about the outcome of these discussions," Fuller said. "This, in
turn, put a strain on our liquidity and threatened the feasibility
of our business plan. Add to this, uncertainty about the timing of
the recovery in power prices and a slow economic recovery in the
U.S., and it became clear that a comprehensive financial
reorganization was the best approach for our stakeholders."

Fuller continued, "While the decision to file for Chapter 11 was
very difficult, we believe this process will allow us to emerge
from Chapter 11 as a stronger, more viable and more competitive
company positioned for long-term success.

"Over the past 18 months, Mirant has successfully reduced costs,
divested non-core assets and implemented operational efficiencies.
We intend to continue these efforts to improve the operations of
the business in the weeks and months ahead."

Since the plan of reorganization has not yet been developed, the
treatment of existing creditor and stockholder interests in the
company is uncertain at this time.

The Chapter 11 petitions were filed in the U.S. Bankruptcy Court
for the Northern District of Texas, Fort Worth Division. The CCAA
application will be administered in the Court of Queen's Bench of
Alberta Judicial District of Calgary.

Along with its Chapter 11 filing, Mirant is terminating its offers
to exchange its 2.5 percent convertible debentures due 2021 and
its 7.4 percent senior notes due 2004. Mirant Americas Generation,
LLC is also terminating its offer to exchange its 7.625 percent
senior notes due 2006. In accordance with the terms of the
offerings, Mirant will instruct the exchange agent to return the
notes, which were tendered for exchange, to their respective
tendering bondholders.

Mirant has established a toll-free information line for vendors,
customers and other interested parties. The number is (888) 870-
7626. Information is also available at http://www.mirant.com  

Mirant (NYSE: MIR) is a competitive energy company that produces
and sells electricity in North America, the Caribbean, and the
Philippines. Mirant owns or controls more than 22,000 megawatts of
electric generating capacity globally. We operate an integrated
asset management and energy marketing organization from our
headquarters in Atlanta.


MIRANT CORP: Case Summary & 50 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Mirant Corporation
             1155 Perimeter Center West
             Atlanta, Georgia 30338

Bankruptcy Case No.: 03-46590

Debtor affiliates filing separate chapter 11 petitions:

Entity                                             Case No.
------                                             --------
MLW Development, LLC                               03-46588
Mirant Americas Energy Marketing, LP               03-46591
Mirant Americas Generation, LLC                    03-46592
Mirant Mid-Atlantic, LLC                           03-46593
Mirant Americas, Inc.                              03-46594
Hudson Valley Gas Corporation                      03-46595
Mint Farm Generation, LLC                          03-46596
Mirant Americas Development Capital, LLC           03-46597
Mirant Americas Development, Inc.                  03-46598
Mirant Americas Energy Marketing Investments, Inc. 03-46599
Mirant Americas Gas Marketing I, LLC               03-46600
Mirant Americas Gas Marketing II, LLC              03-46601
Mirant Americas Gas Marketing III, LLC             03-46602
Mirant Americas Gas Marketing IV, LLC              03-46603
Mirant Americas Gas Marketing V, LLC               03-46604
Mirant Americas Gas Marketing VI, LLC              03-46605
Mirant Americas Gas Marketing VII, LLC             03-46606
Mirant Americas Gas Marketing VIII, LLC            03-46607
Mirant Americas Gas Marketing IX, LLC              03-46608
Mirant Americas Gas Marketing X, LLC               03-46609
Mirant Americas Gas Marketing XI, LLC              
Mirant Americas Gas Marketing XII, LLC             
Mirant Americas Gas Marketing XIII, LLC             
Mirant Americas Gas Marketing XIV, LLC             
Mirant Americas Gas Marketing XV, LLC             
Mirant Americas Procurement, Inc.
Mirant Americas Production Company
Mirant Americas Retail Energy marketing, LP
Mirant Bowline, LLC
Mirant California Investment,Inc.
Mirant California, LLC
Mirant Canal, LLC
Mirant Capital Management, LLc
Mirant Capital, Inc.
Mirant Central Texas, LP
Mirant Chalk Point Development, LLC
Mirant Chalk Point, LLC
Mirant D.C. O&M, LLC
Mirant Danville, LLC
Mirant Delta, LLC
Mirant Dickerson Development, LLC
Mirant Fund 2001, LLC
Mirant Gastonia, LLC
Mirant Intellectual Asset Management and Marketing, LLC
Mirant Kendall, LLC
Mirant Las Vegas, LLC
Mirant Lovett, LLC
Mirant MD Ash Management, LLC
Mirant Michigan Investment, Inc.
Mirant Mid-Atlantic Services, LLC
Mirant New England, Inc.
Mirant New York, Inc
Mirant NY-Gen, LLC
Mirant Parker, LLC
Mirant Peaker, LLC
Mirant Piney Point, LLC
Mirant Portage County, LLC
Mirant Potomac River, LLC
Mirant Potrero, LLC
Mirant Services, LLC
Mirant Special Procurement, Inc.
Mirant Sugar Creek Holdings, Inc.
Mirant Sugar Creek Ventures, Inc.
Mirant Sugar Creek, LLC
Mirant Texas Investments, Inc.
Mirant Texas Management, Inc.
Mirant Texas, LP
Mirant Wichita Falls Investments, Inc.
Mirant Wichita Falls Management, Inc.
Mirant Wichita Falls, LP
Mirant Wyandotte, LLC
Mirant Zeeland, LLC
Shady Hills Power Company, LLC
West Georgia Generating Company, LLC

Type of Business: Mirant Corporation and its subsidiaries comprise
                  a global competitive energy company with leading
                  marketing and risk management expertise. The
                  Company develops, constructs, owns and operates
                  power plants, and boys and sells wholesale
                  electricity.

Chapter 11 Petition Date: July 14, 2003

Court: Northern District of Texas (Ft. Worth)

Judge: Barbara J. Houser

Debtors' Counsel: Judith Elkin, Esq.
                  Haynes and Boone, LLP
                  901 Main St., Suite 3100
                  Dallas, TX 75202-3789
                  Tel: 214-651-5000

                        -and-

                  Thomas E. Lauria, Esq.
                  White & Case LLP
                  200 S. Biscayne Blvd.
                  Suite 4900
                  Miami, FL 33131
                  Tel: 305-371-2700
                  Fax: 305-358-5744

Total Assets: $20,574,000,000

Total Debts: $11,401,000,000

Debtors' 50 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
State Street Bank and Trust Bonds                 $486,094,000
Company
1776 heritage Drive
Global Corp. Action Unit
No. Quincy, MA 02171

Joseph J. Callahan / Jane
O'Rourke
Tel: 617-985-6453
Fax: 617-537-5004

Bear Stearns Securities     Bonds                 $447,326,000        
Corp.
One Metrotech Center North
4th Floor
Brooklyn, NY 11201-3862

Vincent Marzella
Tel: 347-643-2302
Fax: 347-643-4625

JP Morgan Chase Bank        Bank Facilities,      $430,355,700   
277 Park Avenue,            Bonds
New York, NY 10072

Bert Valdman
Tel: 212-622-6924
Fax: 646-534-1355

Anthony Ianno
Tel: 212-622-6990
Fax: 646-534-1355

Bonds:
JP Morgan Chase Bank
14201 Dallas Parkway
Dallas, TX 75254

Paula Dabner
Tel: 649-477-0081
Fax: 469-477-2183

US Bank National            Bonds                 $370,685,000         
Association  
1555 Rivercenter Drive
Suite 0300
Milwaukee, WI 53212

Keith Frohilcher
Securities Control
Tel: 414-905-5064
Fax: 414-905-5581

Citibank N.A.               Bank Facilities;      $320,139,000  
250 West Street, 8th Floor  Bonds
New York, NY 10013

Bank Facilities:
John Dorans
Tel: 212-723-3104
Fax: 212-723-3899

Trevor Houston
Tel: 212-723-3964
Fax: 212-723-3964

Bonds:
Citibank N.A.
3800 Citibank Center, B3-15
Tampa, FL 33610

David A. Leslie
Tel: 813-604-1193
Fax: 813-604-1155

Hypovereinsbank             Bank facilities       $317,994,000     
150 East 42nd Street
New York, NY 10017-4679
Yoram Danker
Tel: 212-672-5446
Fax: 212-672-5530

Credit Suisse First         Bank facilities;      $307,860,000            
Boston                     Bonds
11 Madison Avenue
New York, NY 10010-3629

Bank facilities:
David Sawyer
Tel: 212-325-3641
Fax: 212-743-2659

Didier Siffer
Tel: 212-325-3641
Fax: 212-325-0304

Monique Renta
Tel: 212-538-0239
Fax: 917-326-8189

Bonds:
Credit Suisse First Boston
Issuer Services
c/o ADP Proxy Services
51 Mercedes Way
Brentwood, NY 11717
Tel: 631-254-7400
Fax: 631-254-7618

The Bank of New York        Bonds                 $256,242,000
One Wall Street
New York, NY 10286
Cecile Lamarco
Tel: 201-325-7801

Bank of America Securities  Bank facilities;      $236,937,000     
LLC                        Bonds
100 North Tryon
Charlotte, NC 28255-0001

Bank facilities:
Michael McKenney
Tel: 704-388-5920
Fax: 704-389-3890

Cynthia Grimm
Tel: 704-386-5484
Fax: 704-386-1319

Bonds:
Bank of America Securities LLC
300 Harman Meadow Boulevard
Secaucus NJ 07094

Scott Reifer
Tel: 201-325-4328
Fax: 415-835-2581

Morgan Stanley & Co. Inc.   Bonds                 $195,683,000
One Pierrepont Plaza
7th Floor
Brooklyn, NY 11201
Victor Reich
Tel: 718-754-4019
Fax: 718-754-4291

CommerzBank AG              Bank facilities       $191,913,000             
2 World Financial Center
225 Liberty Street
New York, NY 10281-1060
Subash Viswanathan
Tel: 212-266-7200
Fax: 404-888-6539

Goldman Sachs               Bonds                 $190,021,000         
1 New York Plaza
45th Floor
New York, NY 10004
Patricia Baldwin
Tel: 212-902-8244
Fax: 212-902-1431

Bayerische Landesbank       Bank facilities       $184,900,000
560 Lexington Avenue
17th Floor
New York, NY 10022
Sean O'Sullivan
Tel: 212-310-9913
Fax: 212-310-9868

The Royal Bank of           Bank Facilities       $184,102,000
Scotland Plc
101 park Avenue
New York, NY 10178
Charles Greer
Tel: 212-401-3757
Fax: 212-401-3759
Gauri Ketcher
Tel: 212-401-3751
Fax: 212-401-3759

Bank of New York/UBS AG      Bonds                $180,950,000         
Designed Equities
One Wall Street
14th Floor
New York, NY 10286
John Manciso
Tel: 212-635-4762

Dresdner Kleinwort          Bank facilities       $172,572,000  
Wasserstein
1301 Avenue of the Americas
New York, NY 10029-6163
Paul Kehoe
Tel: 2123-969-2612
Fax: 212-969-2710

Wells Fargo Bank            Bonds                 $166,530,000        
Minnesota NA   
1600 East Madison Avenue
Mankato, MN 56001
Tel: 613-254-7400
Fax: 613-254-7618

Wells Fargo Bank Minnesota NA  
c/o Issuer Services
ADP Proxy services
51 Mercedes Way
Edgecombe
New York, NY 11717

Bank of Tokyo-Mitsubishi    Bank facilities       $155,619,000   
Trust Co.
1251 Avenue of the Americas
New York, NY 10020-1104
Bill Rhodes
Tel: 212-782-4184
Fax; 212-782-6400

Bank of Nova Scotia         Bank facilities       $151,913,000   
One Liberty Plaza
26th Floor
New York, NY 10006
Frank Sandler
Tel: 212-225-5000
Fax: 212-225-5172

JP Morgan Securities Inc.   Bonds                 $146,462,000
34 Exchange Place
Jersey City, NJ 07302
Ken Donohue
Tel: 201-524-8297
Fax: 201-324-1691

Boston Safe Deposit &       Bonds                 $141,359,000  
Trust Co.              
525 William Penn Place
Pittsburgh, PA 15259
Melissa Tarasovich
Tel: 412-234-2475
Fax: 412-234-7244

Deutsche Bank AG            Bank facility         $140,000,000    
60 Wall Street
New York, NY 10019
Mark B. Cohen
Tel: 212-250-6038
Fax: 212-797-5695
Anca Trifan
Tel: 212-250-6159
Fax: 212-797-5695

Citigroup Global Markets    Bonds                 $119,903,000         
Inc.
333 West 34th Street
New York, NY 10001
Pet Haller
Tel: 212-615-9212
Fax: 212-615-9053

UBS Securities, LLC         Bonds                 $114,961,000
677 Washington Boulevard
Stamford, CT 06901
Carlos Lede
Tel: 203-719-7644  
Fax: 203-719-0795

Barclays Bank PLC          Bank facilities;       $112,658,000
200 Park Avenue            Bonds
New York, NY 10166
Chris Kinney
Tel: 212-412-2756

Bonds:
Barclays Capital
222 Broadway
New York, NY 10038
Larry Hammond
Tel: 212-412-4000
Fax: 212-412-3350

TD Securities (USA) Inc.     Bank facilities      $111,717,000  
31 West 52nd Street
New York, NY 10019-6101
Robyn Zeller
Tel: 212-827-7770
Fax: 212-827-7284
Deborah Gravainese
Tel: 212-827-7777
Fax: 212-827-7244

UBS Warburg                 Bank facilities       $100,931,000
299 Park Avenue
New York, 10171

UBS Warburg
Impaired Loan Management
Stamford Branch
677 Washington Boulevard
Stamford, CT 06901
David Kalal
Tel: 212-821-3000
Fax: 203-719-3162
Walter Hulse
Tel: 212-821-2280
Fax: 212-821-2287

Credit Lyonnais Americas    Bank facilities        $94,688,000            
1301 Travis Street
Suite 2100
Houston, TX 77002
Darrell Stanley
Tel: 713-890-8602
Fax: 713-890-8669

Lehman Brothers Inc.        Bank facilities;       $93,392,000           
745 7th Avenue              Bonds
19th Floor
New York, NY 10285
Frank Turner
Tel: 212-526-1463
Fax; 646-758-1986

Bonds:
Lehman Brothers Inc.
70 Hudson Street
Jersey City, NJ 07302
John E. Byrne
Tel: 201-499-8466
Fax: 212-548-9262

DZ Bank AG                  Bank facility          $89,063,000    
609 Fifth Avenue
New York, NY 10017
William Procasky
Tel: 212-745-1575
Fax: 212-745-1422

Wachovia Securities         Bank facilities;       $83,714,000
1339 Chestnut Street        Bonds
3rd Floor
Philadelphia, PA 19107
Jill Akre

Wachovia Bank
GA9174, 999 Peachtree Street
Atlanta, GA 30309
Caperton Putt
Tel: 404-225-4125

Bonds:
Wachovia Securities
Class action and Bankruptcy
111 8th Avenue
New York, NY 10011
Gen Simms
Fax: 212-776-8161

CIBC World Markets Corp.    Bank facility         $75,000,000
Attn: Sanjeeva Senanayake
425 Lexington Avenue
17th Floor
New York, NY 10022
Tel: 212-856-3595
Email:
sanjeeva.senanayake@us.cibc.com

Fleet National Bank         Bank facility         $75,000,000
Attn: Peggy Peckham
100 Federal street
12th Floor
Boston, MA 02110
Tel: 617-434-7829
Fax: 617-434-3652

Westdeutsche Landesbank     Bank facility         $72,500,000
Attn: Felicia LaForgia
1211 Avenue of the Americas
25th Floor
New York, NY 10036
Tel: 212-697-6301
Fax: 212-652-5971

KBC Bank NV                 Bank facilities       $71,304,000
Attn: Jacqueline Brunetto
245 Peachtree Center Avenue
Suite 2550
Atlanta, GA 30303
Tel: 404-584-5466
Fax: 404-584-5466
Email: Jacqueline.brunetto@kbc.be

The Northern Trust Company  Bonds                 $59,969,000
Attn: Karen Greene
801 Canal C-In
Chicago, IL 60607
Tel: 312-444-7109
Fax: 312-444-3882

Export Development          Bank facility         $50,000,000
Corporation
Attn: Samuel Asiedo
151 O'Connor
Ottawa, Canada
KIA IK3
Tel: 613-598-2500
Fax: 613-598-3186
Email: sasiedu@edc.ca

Deutsche Bank Securities    Bonds                 $49,701,000
Inc.
Attn: Andrea Agustin
1251 Avenue of the Americas
New York, NY 10020
Tel: 212-469-2399
Fax: 212-463-3326       

Deutsche Bank Trust         Bonds                 $49,025,000
Corporation Americas/
DBG London Global Markets
Attn: Scott Habura
16 Wall Street, 5th Floor
New York, NY 10005
Tel: 212-618-2216
Fax: 212-618-3722

Deutsche Bank Trust         Bonds                 $47,352,000
Company Americas
Attn: Andrea Agustina
1251 Avenue of the Americas
New York, NY 10020
Tel: 212-469-2399
Fax: 212-463-3326

Mizuho Corporate Bank       Bank facilities       $44,056,000
Attn: Noel Purcell
1251 Avenue of the Americas
New York, NY 10020
Tel: 212-282-3486
Fax: 212-282-4490

Pershing                    Bonds                 $38,048,000
Securities Corporation
Attn: Al Hernandez
1 Pershing Plaza
Jersey City, NJ 07399
Tel: 201-413-3090
Fax: 201-413-5263

Goldman Sachs               Bonds                 $37,286,000
International
Attn: Patricia Baldwin
1 New York Plaza
45th Floor
New York, NY 10004

ING Bank NV                 Bank facilities       $33,518,000
Attn: Charles O'Neil
1325 Avenue of the Americas
New York, NY 10019
Tel: 646-424-6450
Fax: 646-424-6440

Merrill Lynch Professional  Bonds                 $32,550,000
Clearing Corp.
Attn: Romalo Catalano
101 Hudson Street
Jersey City, NJ 07302
Tel: 201-557-0855
Fax: 201-557-1876

Neuberger Berman LLC        Bonds                 $28,985,000
605 Third Avenue
New York, NY 10158
Tel: 516-254-7400
Fax: 561-254-7618

Bank One NA                 Bank facilities       $27,672,000
Attn: Kenneth J. Bauer
One Bank Plaza
8th Floor
Chicago, Il 60607
Tel: 312-732-6282
Fax: 312-732-3055

Morgan Stanley Senior       Bank facilities       $27,500,000
Funding Inc.
Attn: Daniel Allen
      James Morgan
1633 Broadway25th Floor
New York, NY 10019

Citibank Global Markets     Bonds                 $26,559,000
Inc., Salomon Brothers
Attn: Patricia Haller
333 West 34th Street
3rd Floor
New York, NY 100014
Tel: 212-615-9346

Landesbak Rheinland-Phalz   Bank facilities       $25,000,000
Attn: Stefan Huber
Grosse Bleiche 54-56
Mainz, Germany D-55096
Tel: 011-49-61-3113-2284
Fax: 011-49-69-3211-3170


MISS. CHEM.: Fitch Withdraws Ratings Following Bankruptcy Filing
----------------------------------------------------------------
Fitch Ratings has withdrawn the ratings on Mississippi Chemical
Corp.'s senior secured debt and senior unsecured debt. Miss Chem's
senior secured credit facility was rated DD; the senior unsecured
notes were rated D. Miss Chem filed a petition for reorganization
and protection from its creditors under Chapter 11 of the U.S.
Bankruptcy Code in May 2003 and subsequently missed the semiannual
interest payment due on its 7.25% senior unsecured notes.

The company had been struggling through conditions in the cyclical
domestic fertilizer industry. Fitch will no longer provide
analytical or ratings coverage for this issuer.  


NATIONAL EQUIPMENT: Wants to Hire Ordinary Course Professionals
---------------------------------------------------------------
National Equipment Services, Inc., and its debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the Northern
District of Illinois to continue employing professionals
management turns to in the ordinary course of business.

The Debtors' employees, in the day-to-day performance of their
duties, regularly call on outside professionals, including
attorneys, accountants, consultants and third party contractors,
to assist them in carrying out their assigned responsibilities.

The Debtors report that they cannot continue to operate their
businesses with sound business practice unless they retain and pay
the services of the Ordinary Course Professionals. The
uninterrupted services of the Ordinary Course Professionals are
vital to the Debtors' continuing operations and their ultimate
ability to reorganize. If the expertise and background knowledge
of certain of the Ordinary Course Professionals with respect to
the particular areas and matters for which they were responsible
prior to the Petition Dale are lost, the estates undoubtedly will
incur additional and unnecessary expenses because the Debtors will
be forced to retain other professionals without such background
and expertise.

The Debtors further propose that they be permitted to pay, without
formal application to the Court by any Ordinary Course
Professional, 100% of the postpetition fees and disbursements to
each Ordinary Course Professional that are less than or equal to
$25,000 per month upon the submission to the Debtors of
appropriate invoices setting forth in reasonable detail the nature
of the services rendered after the Petition Date.

National Equipment Services, headquartered in Evanston, Illinois,
rents specialty and general equipment to industrial and
construction end users. The Company filed for chapter 11
protection on June 27, 2003 (Bankr. N.D. Ill. Case No. 03-27626).  
James A. Stempel, Esq., at Kirkland & Ellis, represents the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed debts and assets of
over $100 million each.


NATIONSRENT INC: Court Approves GE Capital Financing Agreement
--------------------------------------------------------------
NationsRent Inc., and its debtor-affiliates sought and obtained
Court approval to enter into a Master Inventory Financing,
Security and Settlement Agreement with General Electric Capital
Corporation.  The Financing Agreement settles a pending adversary
proceeding regarding the prepetition lease arrangements between
the Debtors and GE Capital.  The Debtors commenced a lawsuit
against GE Capital in July 2002 to recharacterize their
prepetition arrangements as financing agreements.  The Debtors
argued that, pursuant to their analysis, the GE Capital agreements
are financing agreements denominated as leases.

The Financing Agreement provides for the purchase of the Inventory
at a reasonable price and on reasonable financing terms.  
According to Daniel J. DeFranceschi, Esq., at Richards, Layton &
Finger, P.A., the monthly payments due to GE Capital pursuant to
the Financing Agreement will be significantly less than the
Debtors are currently paying for the use of GE Capital's Inventory
under the prepetition agreements.

The salient terms of the Financing Agreements are:

(a) Sale of Inventory and Terms of Sale

     GE Capital will sell to the Debtors equipment under the
     prepetition agreements.  The Debtors will finance the
     purchase of the Inventory by borrowing from GE Capital
     $11,831,584.

(b) Loans

     On the Effective date, GE Capital will make loans to the
     Debtors equal to the Purchase Price.  The Debtors will issue
     a promissory note to GE Capital.  Since April 1, 2003, the
     unpaid amount of the Loans began to accrue interest at 6% to
     7% per annum.  The Debtors will pay the interest quarterly in
     arrears.  The Debtors have started paying the interest on
     July 1, 2003.

(c) Security Interest in Purchased Inventory

     To secure the Debtors' outstanding obligations under the
     Financing Agreement and with respect to the Loans, GE Capital
     will have a security interest in the Inventory, including the
     proceeds provided under the Financing Agreement.  The
     Agreement also contemplates a modification of the automatic
     stay imposed by operation of Section 362 of the Bankruptcy
     Code to permit GE Capital to file necessary documents to
     perfect its security interests and liens granted with respect
     to the Financing Agreement.  In the event of default, GE
     Capital is permitted to terminate the Financing Agreement,
     the Notes and any other documents related to the Loans.  GE
     Capital may declare the Debtors' outstanding obligations
     under the Financing Agreement and the Notes as due and
     payable.

(d) Termination of the Prepetition Agreements

     The Debtors and GE Capital agree to terminate the prepetition
     agreements.  GE Capital will be allowed unsecured non-
     priority claims for the deficiency claims and other general
     unsecured claims arising with respect to the Prepetition
     Agreements.  GE Capital will have no further claims against
     the Debtors with respect to the prepetition agreements.

(e) Mutual Release and Dismissal of Litigation

     On the Effective Date, GE Capital will fully release the
     Debtors and their affiliates from any and all claims, causes
     of action and liabilities arising under the Prepetition
     Agreements.  The Debtors will grant a similar release and
     promptly dismiss the adversary proceeding with prejudice.
     (NationsRent Bankruptcy News, Issue No. 34; Bankruptcy
     Creditors' Service, Inc., 609/392-0900)


NORD RESOURCES: Nord Pacific Files Additional Litigation vs. Co.
----------------------------------------------------------------
Nord Pacific Corporation and three of its directors have filed
additional litigation against Nord Resources Corporation and its
directors, John F. Champagne and Ronald A. Hirsch in connection
with the recent attempts by Resources to oust current management
of Pacific.

On December 31, 2002, Resources filed a derivative action in New
Mexico State District Court against Mark R. Welch, John L. Roberts
and Lucile Lansing, directors of Pacific, claiming breach of
fiduciary duties, self dealing and related matters, which is now
the subject of a counterclaim by Messrs. Welch and Roberts and
Mrs. Lansing alleging bad faith and malicious abuse of process.

Pacific and its three directors have filed a separate action in
United States District Court for the District Court of New Mexico
seeking injunctive relief against Resources, Champagne, Hirsch and
other individuals elected by Resources as Pacific directors at a
purported shareholders meeting called by Resources and held on
June 28, 2003. Pacific asserts that any action supposedly taken at
the meeting was invalid because Resources totally failed to comply
with the provisions of the Securities Exchange Act of 1934 (the
"Exchange Act") regarding solicitation of proxies and notice to
shareholders.

These events are somewhat clouded by the fact that Pacific is a
New Brunswick corporation and has been subject to litigation in
the Court of Queen's Bench in New Brunswick over many of the same
issues originally brought by Resources in the New Mexico
derivative action. In addition, Resources has contested the
issuance of 4 million shares of Pacific common stock issued to Mr.
Welch in settlement of his Retirement Benefits Agreement entered
into in 2001. This transaction was intended to remove in excess of
$500,000 as a liability from Pacific's balance sheet and was
accomplished at a per share value of nearly twice the share market
value at the time of the transaction. Nevertheless, the New
Brunswick Court has entered an interim order providing that Mr.
Welch cannot vote these shares at the present time and that an
additional 1.2 million shares issued (400,000 shares each) to Mr.
Welch, Mr. Roberts and Mrs. Lansing in January, 2003 for past
services cannot be voted at the present time, among other
restrictions.

In addition, the New Brunswick Court ordered that a by-law
amendment made in November, 2002 for the purpose of defining the
quorum requirement for a shareholders meeting as a majority of
shareholders was ineffective until approved by shareholders at a
properly called meeting. Under the by-laws prior to the amendment,
only two shareholders were required to establish a quorum at a
shareholders meeting, which Messrs. Welch and Roberts and Mrs.
Lansing believed was manifestly unfair to the shareholders of
Pacific. In its interim order, the New Brunswick Court also ruled
that the shareholders meeting originally called by Resources for
February 15, 2003 could be held on June 28, 2003 and that
Resources could elect five directors in addition to Messrs. Welch
and Roberts and Mrs. Lansing. Following this meeting, the "new"
board purportedly held a meeting at which Mr. Champagne was
elected President and CEO of Pacific and Mr. Welch's employment
was purportedly terminated, as well as his life insurance and
dental benefits.

Messrs. Welch and Roberts and Mrs. Lansing do not recognize as
valid either the June 28 shareholders meeting or the purported
board meeting held thereafter, at which they were not present.
They strongly believe that the Resources Proxy Statement and Proxy
form are woefully deficient under the Exchange Act, as detailed in
the action for injunctive relief filed in New Mexico Federal
Court.

It is anticipated that the matters raised in the New Brunswick
Court will tried in full at a future date which has not yet been
determined. It is certainly possible, however, that there could be
a serious conflict between rulings of the Canadian and United
States Courts, particularly in terms of notice to shareholders of
meetings and compliance with the provisions of the Exchange Act
regarding solicitation of proxies. In the interim, however, the
New Brunswick Court has very broad authority under the New
Brunswick Business Corporations Act to make rulings which would be
highly unusual under principles embodied in United States
corporate law.

In the opinion of Messrs. Welch and Roberts and Mrs. Lansing, the
actions taken by Resources, Champagne and Hirsch can be reasonably
calculated to destroy Pacific as a viable company. Prior to such
actions, Pacific had expressed its intent to become current in its
audited financial statements and public filings, which would have
enhanced the possibility of being able to raise the funds required
to avoid dilution under its joint venture agreement with PGM
Ventures Corporation covering the Tabar Islands gold projects in
Papua New Guinea. Instead, the funds that could have been used to
complete audited financial statements and become current in public
filings have necessarily been diverted towards litigation
initiated by Resources, Champagne and Hirsch.

To put all of this in perspective, shareholders should closely
examine the track record of Resources and prior actions taken by
Champagne and Hirsch. Resources has no viable assets, significant
potential environmental liabilities and, among other things,
unsuccessfully attempted to reorganize under Chapter 11 of the
United States Bankruptcy Code. On the other hand, Pacific
management was able to extract the company from the brink of
insolvency and complete a joint venture which provides the
potential for shareholder realization of value. It is indeed a
shame that these efforts may go for naught on account of greed and
self-aggrandizement but the battle is not yet over.


NRG ENERGY: Asks Court to Approve Lobiondo, et al. Agreement
------------------------------------------------------------
Pursuant to Section 363 of the Bankruptcy Code, NRG Energy, Inc.,
and its debtor-affiliates ask the Court to approve their agreement
with Leonard LoBiondo, John R. Boken and Leonard LoBiondo, LLC.

On August 6, 2002, the Debtors engaged Kroll Zolfo Cooper LLC of
which Mr. LoBiondo is a senior managing director and co-chief
operating officer and Mr. Boken is a senior director to provide
advisory services in connection with the Debtors' financial
restructuring.  Mr. LoBiondo is also a member of LLoBiondo, LLC.
Early this year, the Debtors further engaged Kroll to:

    (a) provide appraisal and business valuation services in
        connection with the Debtors' overall restructuring
        efforts, render valuation opinions and produce valuation
        reports, as required, and provide testimony in support of
        the appraisal and business valuation conclusions reached
        in connection with this assignment, as required; and

    (b) advise and assist the Debtors in negotiating and
        obtaining DIP or alternative financing.

Since initiating work in August 2002, the Kroll team, under the
direction of Messrs. LoBiondo and Boken, served in an integral
advisory role to NRG management and the NRG Board of Directors.
Thus, NRG relied heavily on Kroll's experience and guidance to
ensure that management and the Board of Directors were acting in
the best interests of the estates.

Scott J. Davido, Esq., Senior Vice President and General Counsel
of NRG Energy, Inc., informs Judge Beatty that Kroll is one of
the world's leading financial advisory, interim management and
litigation support and forensic accounting organizations, with a
team of 350 restructuring, litigation and forensic specialists in
North America and Europe.  Kroll specializes in working with
companies, creditors, investors and others in out-of-court
workouts and Chapter 11 proceedings.  Kroll has served as interim
managers and financial advisors in financially complex
bankruptcies and workouts involving billions of dollars in debt.
Over the past two decades, Kroll has cultivated an in-depth
understanding of the various economic stakeholders, their
divergent perspectives and the ways to achieve consensus amid
contention.  Kroll has experience in virtually all aspects of the
energy industry, as well as experience with large multi-national
companies.  Some of Kroll's energy clients are Agway Inc.,
Babcock & Wilcox, Enron Corp., Long Island Lighting Co., and
Washington Group International.

With Kroll and its professionals' credentials and prepetition
performance, the Debtors entered into an Agreement with Mr.
LoBiondo, Mr. Boken and LLoBiondo, LLC which contain these terms:

A. Engagement

    Aside from Mr. LoBiondo and Mr. Boken, LLoBiondo, LLC will
    provide at least 26 Associate Directors of Restructuring to
    work for the Debtors.  All compensation for the services and
    actions of LLoBiondo, LLC and the Associate Directors of
    Restructuring under the Agreement will be paid to LLoBiondo,
    LLC.

B. Duties

    (a) The Debtors' Board of Directors has duly elected Mr.
        LoBiondo as their Chief Restructuring Officer and Mr.
        Boken as the Interim President and Interim Chief Operating
        Officer, and Mr. LoBiondo has become a member of the
        Board of Directors;

    (b) Messrs. LoBiondo and Boken are authorized to make
        decisions with respect to all aspects of the management
        and operation of the Debtors' business, including without
        limitation organization and human resources, marketing and
        sales, logistics, finance and administration and other
        areas as they may identify, in a manner as they deem
        necessary or appropriate in their sole discretion
        consistent with the business judgment rule and the
        provisions of local law and the U.S. Bankruptcy Code
        applicable to the obligations of persons acting on behalf
        of corporations, subject only to appropriate governance by
        the Board in accordance with the Debtors' Bylaws and
        applicable state law.  However, Mr. LoBiondo, Mr. Boken
        and the Associate Directors of Restructuring will not
        have any authority to make decisions with respect to
        hiring or terminating officers, executing transactions or
        otherwise committing the Debtors or their resources other
        than in the ordinary course of business unless Board
        approved and, if required, the U.S. Bankruptcy Court;

    (c) Messrs. LoBiondo and Boken will not be obligated to be
        available to perform services under the Agreement for any
        specific minimum number of hours or at any specific
        location during any period, it being understood that
        Messrs. LoBiondo and Boken will be obligated to furnish
        the hours of service and at the location as they deem
        necessary in their sole discretion to perform their
        duties on behalf of LLoBiondo, LLC in the Agreement.
        LLoBiondo, LLC will cause the Associate Directors of
        Restructuring to devote a portion of their business time
        to the performance of services for the Debtors on
        LLoBiondo, LLC's behalf, as deemed necessary;

    (d) In undertaking to provide the services set forth in the
        Agreement, Mr. LoBiondo, Mr. Boken and LLoBiondo LLC do
        not guarantee or otherwise provide any assurances that it
        will succeed in restoring the Debtors' operational and
        financial health and stability and the Debtors' obligation
        to provide the compensation specified will not be
        conditioned on any particular results Mr. LoBiondo, Mr.
        Boken and LLoBiondo LLC will obtain;

    (e) In view of the Debtors' precarious present circumstances,
        the Debtors acknowledge that each Representative may be
        required to make decisions with respect to extraordinary
        measures quickly and that the depth of their analyses of
        the information on which their decisions will be based
        may be limited in some respects due to the availability
        of information, time constraints and other factors.
        Moreover, each Representative will be entitled, in
        performing his duties on LLoBiondo, LLC's behalf to rely
        on information disclosed or supplied to them without
        verification or warranty of accuracy or validity; and

    (f) Messrs. LoBiondo and Boken will endeavor to keep the Board
        fully apprised of their findings, plans and activities.

C. Term

    The term of Mr. LoBiondo, Mr. Boken and LLoBiondo LLC's
    engagement under the Agreement will commence on the Petition
    Date and will continue on a month-to-month basis until
    terminated by either party at the end of any month upon
    written notice to the other party given at least 10 days prior
    to the end of the month.  Notwithstanding, Mr. LoBiondo, Mr.
    Boken and LLoBiondo LLC's responsibilities to provide interim
    management services will not commence until the Bankruptcy
    Court approves the Agreement.

D. Compensation

    Mr. LoBiondo, Mr. Boken and LLoBiondo LLC's compensation will
    consist of:

    (a) The fees for the services set forth in the Agreement will
        be based on the hours charged at the standard hourly rates
        that are in effect when the services are rendered; the
        rates generally are revised semi-annually.  The current
        hourly rates in effect as of January 1, 2003 are:

           Professional                Hourly Rate
           ------------                -----------
           Leonard LoBiondo               $650

           John R. Boken                   550

           Associate Directors
           of Restructuring                225 - 600

           Support personnel                50 - 225

        These rates are subject to change semi-annually -- every
        January 1 and July 1.

    (b) Consummation Fee

        A $6,000,000 Consummation Fee will be payable in cash or
        other immediately available funds at the earlier to occur
        of entering of a final judicial order approving:

        -- a plan of reorganization under Chapter 11, or

        -- a sale or sales of substantially all of the Debtors'
           assets during the bankruptcy case.

    (c) Financing Fee

        A Financing Fee will be payable in cash upon consummation
        of any Financing that the Debtors obtain during Mr.
        LoBiondo, Mr. Boken and LLoBiondo LLC's engagement,
        including the refinancing of all or a portion of the
        Debtors' existing debt and any new financing obtained.
        The Financing Fee will be equal to 1% of the total amount
        of the maximum amount of permanent financing available
        under the financing facility without regard to form
        received.

    (d) Expenses

        Mr. LoBiondo, Mr. Boken and LLoBiondo LLC will be
        reimbursed for reasonable out-of-pocket expenses
        including, but not limited to, costs of travel,
        reproduction, typing, computer usage, legal counsel, any
        applicable state sales or excise tax and other direct
        expenses.

    (e) Retainer

        A security retainer will be paid prior to the commencement
        of services to be held by LLoBiondo, LLC throughout the
        engagement.  Given the magnitude and scope of the services
        requested, LLoBiondo will require a $1,500,000 security
        retainer.

E. Indemnification

    The Debtors will indemnify and hold harmless Mr. LoBiondo, Mr.
    Boken and LLoBiondo LLC to the fullest extent permitted under:

    -- the Articles of Incorporation and by-laws of the Debtors,

    -- the laws of the State of Delaware, and

    -- any order of the Bankruptcy Court providing for
       indemnification of the persons engaged in the bankruptcy
       proceedings.

Mr. Davido asserts that the proposed services are vital to the
success of these Chapter 11 cases, and the Debtors require
knowledgeable management to render the services.  Kroll's
significant role and interaction with internal and external
constituencies has made the team, particularly Mr. LoBiondo and
Mr. Boken, critical to completing this restructuring on an
expedited basis and consistent with the tenets within which the
restructuring has been managed to date.

Mr. Davido adds that Court approval is warranted because Mr.
LoBiondo, Mr. Boken and LLoBiondo LLC are very familiar with the
Debtors' operations and capital structure.  Moreover, Mr.
LoBiondo, Mr. Boken and LLoBiondo LLC are fully skilled and
capable of providing the critical services to the Debtors.

Mr. LoBiondo assures Judge Beatty that none of the services, that
was or will be provided in the course of this engagement:

    (i) is connected in any way to this proceeding;

   (ii) will impact or conflict with the Debtors' rights in this
        proceeding; and

  (iii) will compromise Mr. LoBiondo, Mr. Boken or LLoBiondo,
        LLC's ability to continue providing services in this
        proceeding.

Mr. LoBiondo promises to disclose to the Court any new
relationship they will have that might be adverse to the Debtors.
(NRG Energy Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


OMNICARE INC: Will Publish Second-Quarter Results on July 31
------------------------------------------------------------
Omnicare, Inc. (NYSE:OCR), a leading provider of pharmaceutical
care for the elderly, will release its financial results for the
second quarter ended June 30, 2003, on Thursday, July 31, 2003,
before the opening of trading on the New York Stock Exchange.

Omnicare will hold its quarterly conference call to discuss
second-quarter results on Thursday, July 31, at 9:30 a.m. EDT.
This call is being webcast and can be accessed at Omnicare's Web
site at http://www.omnicare.comby clicking on "Investors" and  
then on "Conference Calls."

An archived replay of the webcast will be available on the
company's Web site at http://www.omnicare.com The online replay  
will be available beginning approximately two hours after the
completion of the live call and will remain available for 14 days.

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

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

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


PACIFIC WEBWORKS: Sells Logio Inc. Unit to Purchasers' Group
------------------------------------------------------------
On June 27, 2003, Pacific WebWorks sold its non-operating, wholly-
owned subsidiary, Logio, Inc., to a group of eleven purchasers.  
Its management had been seeking a purchaser of Logio for
approximately a year.  The purchasers agreed to pay $50,000 for
the 18,425,830 shares of Logio common stock and assume Logio's
current liabilities.  Management anticipates that the disposition
of Logio will likely result in a $274,021 gain to Pacific WebWorks
from the sale of discontinued operations.

Pacific WebWorks, Inc. and its subsidiaries, engage in the
development and distribution of web tools software, electronic
business storefront hosting, and Internet payment systems for
individuals and small to mid-sized businesses.

                         *      *      *

                  Liquidity and Capital Resources

In its Form 10-QSB for the quarter ended March 31, 2003, Pacific
WebWorks reported:

"For the three month period ended March 31, 2003, we met our
operational and cash flow goals and have reduced our liabilities;
however, we had negative working capital of $303,579 at March 31,
2002 and negative working capital of $184,507 at March 31, 2003.  
Also, we must address the remaining liabilities of our
discontinued subsidiaries through further negotiation.  As a
result we have consolidated payables, net current liabilities from
discontinued operations and accrued liabilities that,
cumulatively, cannot be paid with cash on hand or with recurring
monthly cash flows.  Thus, we may require additional funding
sources to meet the requirements of our existing liabilities and
to facilitate growth.  We plan to address only the liabilities of
our operating subsidiaries with our cash.

"We recorded net cash flows provided by continuing operations of
$60,744 for the 2002 first quarter compared to $75,995 for the
2003 first quarter.  We expect further development of business and
sales to continue to generate positive cash flows.

"At December 31, 2002, we had $362,319 cash and cash equivalents
compared to $354,925 as of March 31, 2003.  Additionally, we had a
certificate of deposit in the amount of $101,536 at December 31,
2002 and $102,100 as of March 31, 2003.  Total current assets at
December 31, 2002, were $544,236 compared to $522,123 as of
March 31, 2003.  Total current liabilities were $847,815 as of
December 31, 2002, which included $460,052 of net current
liabilities from discontinued operations, compared to $706,630 as
of March 31, 2003, which included $460,522 of net current
liabilities from discontinued operations.  Our accumulated deficit
totaled $12,164,974 at December 31, 2002 compared to $12,144,107
at March 31, 2003.

"Net cash used in investing activities for the 2002 first quarter
was $11,078 compared to $8,832 used in investing activities for
the 2003 first quarter.  Investing activities for the 2003 first
quarter consisted primarily of the purchase of property and
equipment.

"Net cash provided by financing activities was $39,815 for the
2002 first quarter compared to net cash used in financing
activities of $74,557 for the 2003 first quarter.  Net cash used
by financing activities for the 2003 first quarter was primarily
the result of payment on a note payable to our largest reseller in
2002.  The net cash provided for the 2002 first quarter was
related to proceeds from the payment on a stock subscription
receivable.

"For the past two years management has taken several steps to
restructure operations with the intent to generate profits.  These
steps included integration of the operations of Pacific WebWorks
and its related companies, reduction in the number of employees,
and continued development of our sales and marketing channels.  We
recorded net earnings of $20,867 for the three month period ended
March 31, 2003, which were primarily due to reductions of costs
and expenses.

"We are currently able to support our recurring day-to-day cash
operating expenses with recurring cash inflows, but we are
dependent on the efforts of our resellers and our in-house sales
personnel to cover attrition losses and for increases to revenues
and resulting increases to cash balances.  We had negative working
capital of $ 303,599 at December 31, 2002 and $184,507 as of March
31, 2003.  This means we are currently unable to satisfy our total
current liabilities, including those of our discontinued  
operations, with current assets and must continue to negotiate
favorable settlements for these liabilities.

"We have three subsidiaries: Intellipay, Inc., World Commerce
Network, L.L.C. and Logio, Inc.  Intellipay, Inc., a Delaware
corporation, specializes in providing online, secure and real-time
payment processing services for organizations of all sizes.  World
Commerce Network, LLC was created in December 1999 as a marketing
company.  World Commerce ceased seminar operations in June 2000
and formally discontinued its operations in July 2002.  We
acquired Logio in February 2001, but Logio ceased development of
its products due to funding and market constraints shortly after
the merger. Logio formally discontinued its operations in July
2002."


PAN AMERICAN: S&P Raises Corporate Credit Rating to B from CCC+
---------------------------------------------------------------
Standard & Poor's Ratings Services raises its long-term foreign
and local currency corporate credit ratings on oil and gas
producer Pan American Energy LLC to B from CCC+. The outlook on
both ratings is stable.

"The upgrade is based on Standard & Poor's expectation that the
company will continue to show sound financial and operating
performance despite the challenging conditions in Argentina," said
credit analyst Pablo Lutereau.

The stable outlook reflects Standard & Poor's expectations that
despite some institutional challenges for the companies operating
in the Argentine economy, the regulations for the sector are not
expected to suffer changes affecting the current environment.

As of March 2003, PAE's total debt amounted to $701.4 million.

Strong financial performance helped by unusually high crude oil
prices and increased production allowed EBITDA interest coverage
to reach a strong 10.9x in 2002 (15.6x in the first quarter of
2003) from approximately 2.4x in fiscal 1998. Standard & Poor's
expects PAE's coverage ratios to remain strong with FFO to total
debt above 20% and EBITDA interest coverage of 4x throughout a
normal price cycle. Debt to capitalization, of 18.1% as of March
2003, is expected to remain at moderate levels in the range of
20%-30%.

Although PAE's financial flexibility is reduced by current market
conditions, a strong cash flow generation ability (with funds from
operations at 57.9% of the total debt in 2002 and 18.7% for the
first quarter of 2003) boosted by the unusually high crude oil
price during the 12 months ended March 2003, should help maintain
liquidity strong in the short to medium term. However, Standard &
Poor's expects PAE to maintain an adequate level of liquidity in a
scenario of lower crude oil prices.

Because the company can pace the development of its reserves,
Standard & Poor's does not expect PAE's liquidity position to be
significantly affected by the large capital expenditures
requirements associated to that end. Accordingly, in a lower crude
oil price scenario and without an improvement in natural gas
realization prices, Standard & Poor's expects PAE to reduce its
investments, resulting in lower growth rates.  Nevertheless, at
2002 production levels and considering its performance through the
cycle, Pan American should be able to meet its financial
obligations. In the less-likely scenario that the company decides
to continue heavily investing despite lower prices, its
conservative financial profile provides some room to finance
increasing indebtedness and still maintain an adequate financial
profile.


PEREGRINE SYSTEMS: Reaches Consensus on Plan of Reorganization
--------------------------------------------------------------
Peregrine Systems, Inc. (OTC: PRGNQ), a leading provider of
Consolidated Asset and Service Management software, has reached
consensus on a Plan of Reorganization with creditors and
shareholders, paving the way for the company to emerge from
Chapter 11 in August.

The announcement of agreement with the Official Committee of
Unsecured Creditors and the Official Committee of Equity Holders
came in today's confirmation hearing before Judge Judith
Fitzgerald of the U.S. Bankruptcy Court for the District of
Delaware in Wilmington. One of the key elements in the consensual
Plan is the division of equity in the reorganized Peregrine
business. Under the amended Plan, the company's bondholders would
receive 63 percent of the stock, while 33 percent would be shared
by existing stockholders and certain securities claimants. The
remaining four percent of the stock would be allocated between the
two groups based on the resolution of some unliquidated claims. In
addition, there may be proceeds of certain litigation for
distribution to shareholders and certain securities claimants.
Still pending is the court's entry of a Confirmation Order for the
Plan, one of the final milestones for Peregrine before emergence.

"Peregrine has worked diligently with all our stakeholders to
ensure they receive fair and reasonable treatment in Peregrine's
reorganization. We are delighted to gain consensus with our
creditors and shareholders, which now puts us on a fast track to
emerge from Chapter 11," said Gary Greenfield, Peregrine's CEO.
"We thank our loyal customers, partners and employees for their
continued support as we complete our reorganization and emerge as
a viable enterprise software business."

Peregrine filed a voluntary Chapter 11 petition on Sept. 22, 2002
after accounting irregularities came to light, requiring a
restatement of 11 quarters.

Founded in 1981, Peregrine Systems develops and sells application
software to help large global organizations manage and service
their technology resources. With a heritage of innovation and
market leadership in Consolidated Asset and Service Management
software, the company's flagship offerings include
ServiceCenter(R) and AssetCenter(R), complemented by employee self
service, automation and integration capabilities. Headquartered in
San Diego, Calif., Peregrine's solutions facilitate the automation
of business processes, resulting in increased productivity,
reduced costs and accelerated return on investment for its more
than 3,500 customers worldwide.


PG&E NAT'L: Obtains Approval to Continue Cash Management System
---------------------------------------------------------------
To minimize unnecessary costs and disruption of their businesses,
the PG&E National Energy Group Debtors sought and obtained the
Court's authority to continue their customary intercompany
accounting and cash management procedures on an interim basis.  
The Court also granted administrative priority status to
postpetition intercompany claims created through intercompany
transactions by and between the Debtors and their non-debtor
affiliates and related companies.

Given the complexity of their business, as well as the need to
preserve and enhance their going concern value, Paul M. Nussbaum,
Esq., at Whiteford, Taylor & Preston, LLP, in Baltimore,
Maryland, explains that a successful reorganization of the NEG
Debtors' business simply cannot be accomplished if there is
substantial disruption in their cash management procedures.  It
is essential that the NEG Debtors continue consolidating the
management of cash and transfer of funds from entity to entity as
needed and in the amounts necessary to continue their business
operations.

Mr. Nussbaum relates that operating the Cash Management System
allows the NEG Debtors to:

    -- conduct all banking activities in a cost-effective manner;

    -- maintain adequate liquidity;

    -- ensure proper controls;

    -- track intercompany and third-party transfers; and

    -- account for all cash assets.

NEG maintains a coordinated cash management system, which is
subject to monitoring and control by its corporate treasury
department.  This system includes the use of bank accounts and
investment accounts, established business forms and checks.  NEG
also invests funds pursuant to its investment policy under which
it is able to earn reasonable returns on funds not needed in its
everyday operations, with minimal risk to principal.

According to Mr. Nussbaum, NEG's daily Cash Management System
carries out on an entity-by-entity basis to maintain each
entity's legal and functional separateness.  Only two of the NEG
Debtors' business segments each have a concentration account,
PG&E Energy Trading Holdings Corporation and PG&E Gas
Transmission Corporation with its subsidiaries.  The GTN
concentration account does not involve the Debtors.

Most of NEG's bank accounts are collection and disbursement
accounts maintained for the benefit of individual entities.  The
Debtors, other than NEG, and many of their non-debtor affiliates
are the operating entities that generate cash for NEG from their
operations.  The other primary sources of cash for NEG were from
advances under NEG's Corporate Revolver, other external
financings and equity contributions from PG&E Corporation to NEG
and other non-debtor Affiliates.  NEG's receipts are deposited
into its bank accounts and its checks and electronic funds
transfers are debited from the same accounts.  Generally, the
excess funds are deposited into high quality overnight money
market funds and other short-term investments, subject to the
terms of NEG's Investment Policy.

Mr. Nussbaum represents that NEG's current Cash Management System
is integral to processing the Intercompany Transactions and
maintaining services throughout the Debtors' organization.
Pursuant to Sections 364(b) and 503(b)(1) of the Bankruptcy Code,
intercompany claims arising from postpetition payments made by an
affiliate on the Debtors' behalf, each entity utilizing funds
flowing through the Cash Management System will be responsible
for repayment of the used funds.  NEG's Cash Management System,
in conjunction with its accounting systems, allows for the
accurate tracking and tracing of these transactions and all other
Intercompany Transactions. (PG&E National Bankruptcy News, Issue
No. 2; Bankruptcy Creditors' Service, Inc., 609/392-0900)    


REVCARE: Grant Thornton Doubts Ability to Continue Operations
-------------------------------------------------------------
Revcare Inc. has not yet filed its annual report for the fiscal
year ended September 30, 2002, or its quarterly reports for the
fiscal quarters ended December 31, 2002 and March 31, 2003.  The
Company indicates that it is working diligently to complete the
audit of its financial statements and the related information
necessary to file these reports.

However, the Company is not certain as to when it will be in a
position to file its reports, and has filed a current report with
the SEC to provide information regarding a number of events that
have occurred since its last filing of its financial information
for the fiscal quarter ended June 30, 2002 with the Securities and
Exchange Commission.

The Company engaged Grant Thornton LLP to audit its consolidated
financial statements for the fiscal year ended September 30, 2002.  
Grant Thornton LLP has not yet completed its audit.  All financial
statements accompanying the reports being prepared for filing with
the SEC have been prepared assuming that the Company will continue
as a going concern. However, during the course of the audit work,
Grant Thornton LLP informed Revcare of the possibility that its
audit report may contain a statement to the effect "that factors
discussed in the financial statements raise substantial doubt
about the Company's ability to continue as a going concern."

The Company provides accounts receivable management,
administration, and debt collection services primarily to
healthcare providers and consumer credit issuers. The Company also
has, in the past, acquired accounts receivable and other consumer
obligations for its own collection portfolio. This practice was
discontinued and the remaining portfolios were sold in November
2001. The Company operates primarily through wholly owned
subsidiaries that serve specific industries. The Company's
subsidiaries include: (i) Orange County Professional Services Inc.
dba California Professional Services (OCPS), a company that
provides collection services, billing services, outsourcing and
temporary staffing services, and specialty consulting services
primarily in the healthcare industry; (ii) Merchants Recovery
Services, Inc. (MRSI), a company that primarily offers accounts
receivable collection services to banks, credit unions, public
utilities, and retailers; (iii) Medical Control Services, Inc.
(MCSI), a collection agency servicing the health care industry;
(iv) Lien Solutions, Inc. (LSI), a company that specializes in the
recovery of unpaid worker's compensation claims primarily for
healthcare service providers, including hospitals and doctors; (v)
My Boss, Inc. dba Business Office Support Services (BOSS), a
company that provides pre-collection consulting and credit
monitoring services to medical providers and other businesses that
extend credit; and (vi) Pacific Process Serving, Inc. (PPS), a
statewide legal document process service company.


R.H. DONNELLEY: Will Publish Second Quarter Results on July 23
--------------------------------------------------------------
R.H. Donnelley Corporation, (NYSE: RHD) will release its second
quarter 2003 results after the close of NYSE trading on Wednesday,
July 23, 2003. A copy of the release will be posted on Donnelley's
Web site, http://www.rhd.com  

R.H. Donnelley Corporation invites you to participate in a
teleconference on Thursday, July 24, 2003 at 10:00 AM (Eastern
Time) to discuss its second quarter 2003 results. David C.
Swanson, Chairman and CEO, and Steven M. Blondy, SVP & Chief
Financial Officer will host the call. Remarks will be followed by
a question and answer period.

Individuals within the United States can access the call by
dialing 888-387-9606 others should dial 484-630-7198. The passcode
for the call is "RHD". Please dial in to the call by 9:50 a.m.
(Eastern Time). A replay of the teleconference will be available
until August 15, 2003. The replay can be accessed from within the
United States by dialing 800-839-3139. Other callers can access
the replay by dialing 402-998-1075. There is no passcode for the
replay. The call will also be webcast and can be accessed on RHD's
Web site at http://www.rhd.com For further information, please  
contact R.H. Donnelley Investor Relations at 914-933-3178.

R.H. Donnelley --- whose senior secured $1.5 billion facility
has been rated by Standard & Poor's at BB -- is a leading
publisher of yellow pages directories which publishes 260
directories under the Sprint Yellow Pages(R) brand in 18 states,
with major markets including Las Vegas, Orlando and Lee County,
Florida. The Company also serves as the exclusive sales agent
for 129 SBC directories under the SBC Smart Yellow Pages brand
in Illinois and northwest Indiana through DonTech, its perpetual
partnership with SBC. In total, R.H. Donnelley serves more than
250,000 local and national advertisers. For more information,
please visit R.H. Donnelley at http://www.rhd.com


ROBOTEL: Founders/Buyers Re-establish Operations Under New Firm
---------------------------------------------------------------
The two entrepreneurs who originally founded Robotel Electronique
Inc, have completed the purchase of the assets of the insolvent
company from the Royal Bank of Canada, and have re-established
operations under a new corporate identity. The new privately-held
organization, (currently incorporated as 3578062 Canada Inc.),
will soon announce a new name.

Robotel Electronique Inc. was founded in 1984 by Etienne Bouchard
and Francois Larochelle. Under their direction, the firm grew
steadily in terms of sales, employees, international market
presence, and profits. In February 1999, Electrohome Limited, (a
public company based in Kitchener, Ontario), acquired a majority
ownership in Robotel. Robotel became insolvent as of May 30, 2003,
at which point the firm's major secured creditor, the Royal Bank
of Canada, assumed control of all Robotel assets. The original
Robotel founders, Mr. Bouchard and Mr. Larochelle, have now
completed the purchase of all major assets of the former Robotel
from the Royal Bank of Canada, and have launched a new company
whose mandate is to support former Robotel products, services,
clients and markets in a profitable fashion.

Already many former Robotel employees are back on the job, and
client orders for SmartClass training systems and SmartContact
Center call coaching systems are being built and shipped. Customer
services - including the honoring of former Robotel warranties -
are also up and running. Operations are headquartered in the same
Laval, Qu,bec (Canada) site previously occupied by Robotel, and
subsidiary operations in the US, Europe and the Far East have also
been re-established.

Prospects for success look extremely encouraging, as the
reincarnated company begins life with the return of the management
team that piloted Robotel through 15 years of solid growth, with
some pending exciting new product announcements, with established
distribution channels, a solid order book, fresh financing and no
debt.


SAXON ASSET: Fitch Junks Class BF-3 Note Rating at CCC
------------------------------------------------------
Fitch Ratings has taken rating actions on Securities Trust issues:

     Series 1998-1 GROUP 1:
     
          -- Class AF-5 affirmed at AAA;
          -- Class AF-6 affirmed at AAA;
          -- Class MF-1 affirmed at AA;
          -- Class MF-2 affirmed at A;
          -- Class BF-1 affirmed at BBB;
          -- Class BF-2 affirmed at BB;
          -- Class BF-3 downgraded to CCC from B.
     
     Series 1998-1 GROUP 2:
          
          -- Class MV-1 affirmed at AA;
          -- Class MV-2 affirmed at A;
          -- Class BV-1 affirmed at BBB;
          -- Class BV-2 affirmed at BB;
          -- Class BV-3 affirmed at B.
          
     Series 1998-2 GROUP 1:
     
          -- Class AF-4 affirmed at AAA;
          -- Class AF-5 affirmed at AAA;
          -- Class AF-6 affirmed at AAA;
          -- Class MF-1 affirmed at AA;
          -- Class MF-2 affirmed at A;
          -- Class BF-1 affirmed at BBB;
          -- Class BF-2 affirmed at BB;
          -- Class BF-3 affirmed at B.
     
     Series 1998-2 GROUP 2:
     
          -- Class MV-1 affirmed at AA;
          -- Class MV-2 affirmed at A;
          -- Class BV-1 affirmed at BBB;
          -- Class BV-2 affirmed at BB;
          -- Class BV-3 affirmed at B.
     
     Series 1998-3 GROUP 1:
     
          -- Class AF-4 affirmed at AAA;
          -- Class AF-5 affirmed at AAA;
          -- Class AF-6 affirmed at AAA;
          -- Class MF-1 affirmed at AA;
          -- Class MF-2 affirmed at A;
          -- Class BF-1 affirmed at BBB;
          -- Class BF-2 affirmed at BB;
          -- Class BF-3 affirmed at B.
     
     Series 1998-3 GROUP 2:
     
          -- Class MV-1 affirmed at AA;
          -- Class MV-2 affirmed at A;
          -- Class BV-1 affirmed at BBB;
          -- Class BV-2 affirmed at BB;
          -- Class BV-3 affirmed at B.
     
     Series 1998-4 GROUP 1:
     
          -- Class AF-4 affirmed at AAA;
          -- Class AF-5 affirmed at AAA;
          -- Class AF-6 affirmed at AAA;
          -- Class MF-1 affirmed at AA;
          -- Class MF-2 affirmed at A;
          -- Class BF-1 affirmed at BBB.
     
     Series 1998-4 GROUP 2:
     
          -- Class MV-1 affirmed at AA;
          -- Class MV-2 affirmed at A;
          -- Class BV-1 affirmed at BBB.
     
The ratings affirmations on these classes reflect credit
enhancement that is consistent with future loss expectations.
Additional credit enhancement is available, in the form of a
reserve fund, for series 1998-2 and 1998-3.

The downgrade of class BF-3 of series 1998-1, Group I is a result
of the level of losses incurred and the high delinquencies in
relation to the applicable credit support levels as of the
June 25, 2003 distribution.


SHAW GROUP: Reports Slight Decline in Third Quarter 2003 Results
----------------------------------------------------------------
The Shaw Group Inc. (NYSE: SGR) announced earnings of $3.1 million
for the third quarter ended May 31, 2003 after recording an after-
tax charge of $8.3 million. Excluding the charge, earnings for the
period were $11.4 million compared to $26.7 million for the three
months ended May 31, 2002.

The charge relates to the after-tax write-off of investments in
marketable securities and accounts and claims receivable from
Orion Refining Corporation of $7.8 million and other receivables
of approximately $500,000. Shaw provided construction services at
Orion's Norco, Louisiana refinery in 1998. Orion declared
bankruptcy on May 13, 2003. Given the bankruptcy filings, Shaw
believes there is minimal chance of recovery.

Revenues for the third quarter of fiscal 2003 were $824.0 million
versus $902.6 million in the prior year's third quarter. The
decline in revenues for the quarter is primarily due to a downturn
in the market for the construction of gas-fired power plants,
partially offset by an increase in revenues generated by the
Company's Environmental and Infrastructure division.

Shaw booked approximately $500 million in new awards during the
third quarter. Backlog for the third quarter totaled approximately
$5.0 billion, comparable with the second quarter ended February
28, 2003, with approximately 91% of total backlog relating to
projects for the domestic market. Approximately 40% of the
Company's backlog is expected to be completed within 12 months
beginning May 31, 2003.

J. M. Bernhard, Jr., Shaw's Chairman, President and Chief
Executive Officer, commented, "Weak demand for new power plant
capacity in the U.S. has created a highly competitive marketplace,
which has resulted in a more selective approach to securing work
in this sector. We have identified numerous opportunities in air
emissions and in nuclear maintenance and modifications.
Additionally, we are pursuing new EPC power projects including
grassroots facilities in certain markets where capacity is needed.
Our strong competitive position and performance track record in
these segments bode well for our ability to capitalize on these
projects."

"We are also pleased with the robust bidding and booking activity
for our Environmental and Infrastructure segment across all
business lines, especially the growing federal services platforms
of Facilities Management and Military Housing Privatization,"
Bernhard concluded.

For the nine months ended May 31, 2003, the Company reported
earnings of $11.7 million. This compares to earnings of $67.0
million for the nine months ended May 31, 2002. In addition to the
charge taken in the third quarter, earnings for the first nine
months of fiscal 2003 were negatively impacted by a $19 million
after-tax charge recorded in the second quarter relating to the
settlement of claims on the completion of two EPC projects.

Revenues for the nine months ended May 31, 2003 increased
approximately 32% to $2.5 billion compared to $1.9 billion in
revenues for the same period one year ago. This increase in
revenues primarily reflects the acquisition of The IT Group, Inc.,
which the Company acquired in May 2002. The IT Group acquisition
significantly enhanced Shaw's revenues from environmental and
infrastructure services and further expanded the Company's
capabilities and client base.

The Company also announced revisions to its earnings and cash flow
guidance for the fourth quarter and fiscal year 2004. Earnings for
the Company's fourth quarter are estimated to be $0.23 to $0.25
per share, bringing full year guidance to $0.53 to $0.55 per
share. For fiscal 2004, diluted earnings per share are expected to
be in the range of $1.15 to $1.25.

"The protracted weakness in the domestic power market and the
resultant downturn in our fabrication and manufacturing businesses
have adversely affected our margins, which has necessitated a
revision to our earnings guidance for the fourth quarter and
fiscal 2004," stated Robert L. Belk, Executive Vice President and
Chief Financial Officer. "In order to improve cash flow and to
achieve greater operational efficiency going forward, we are
continuing with the integration of our operations and have
identified certain non-core assets for future disposition."

For fiscal year 2003, Shaw expects earnings before interest,
taxes, depreciation and amortization ("EBITDA") to be in the range
of $140 to $145 million. The Company also expects to use free cash
in the range of $230 to $240 million. For fiscal year 2004, Shaw
expects EBITDA to be in the range of $140 to $150 million for
fiscal year 2004 and expects to generate free cash in the range of
$90 to $110 million.

The Shaw Group Inc. is a leading global provider of engineering,
procurement, construction, maintenance, fabrication,
manufacturing, consulting, remediation, and facilities management
services for the power, process, environmental, infrastructure and
homeland defense markets. The Company is headquartered in Baton
Rouge, Louisiana and employs approximately 17,000 people at its
offices and operations in North America, South America, Europe,
the Middle East and the Asia-Pacific region. For further
information, please visit the Company's Web site at
http://www.shawgrp.com  

                         *   *   *

As reported in Troubled Company Reporter's March 5, 2003
edition, Standard & Poor's Ratings Services lowered its
corporate credit rating on Shaw Group Inc. to 'BB+' from 'BBB-'.
At the same time, Standard & Poor's assigned its 'BB' senior
unsecured rating to the engineering and construction firm's
proposed $250 million note offering due 2010. The notes are
expected to be filed under SEC Rule 144A with registration
rights. The ratings assume the timely syndication and completion
of the financing activities. Proceeds from the note offering are
expected to be used to purchase up to $384.6 million of the
firm's LYONs securities in a "Modified Dutch Auction," which
will run through March 26, 2003.

At November 30, 2002, Baton Rouge, Louisiana-based Shaw Group
had $531 million in debt outstanding on its balance sheet. The
outlook is now stable.


SPIEGEL GROUP: Lease Decision Deadline Extended to Jan. 31, 2004
----------------------------------------------------------------
U.S. Bankruptcy Court Judge Blackshear extends the period within
which the Spiegel Group Debtors may assume or reject the Leases
through and including January 31, 2004.  Any unresolved objections
by a landlord are overruled.

With respect to the Leases for the Eddie Bauer stores to which
CBL & Associates Management, Inc. or Glimcher Properties Limited
Partnership are a party, the period within which the Debtors may
assume or reject these Leases is extended through and including
October 3, 2003.

With respect to the Eddie Bauer Objecting Landlord's Leases, if
the Debtors have not filed a motion seeking to reject any of the
Leases by September 1, 2003, the Debtors may not reject a Lease
before February 1, 2004 -- so the store won't be dark during the
Holiday Selling Season.

Judge Blackshear further extends the period within which the
Debtors may assume or reject the leases for the Eddie Bauer
Closing Stores to which an Objecting Landlord is a party and the
lease for the Eddie Bauer Closing Store located at 250 Post
Street in San Francisco, California through and including
October 3, 2003.

Any request to extend these October 3 deadlines, Judge Blackshear
adds, must be filed with the Court not later than September 15,
2003 and will be considered on September 30, 2003. (Spiegel
Bankruptcy News, Issue No. 8; Bankruptcy Creditors' Service, Inc.,
609/392-0900)   


TEN STIX INC: HJ & Associates Replaces AJ Robbins as Accountants
----------------------------------------------------------------
On July 1, 2003, AJ. Robbins, P.C., Certified Public Accountants,
the principal independent accountant of Ten Stix Inc., a Colorado
corporation resigned as the principal independent accountant. AJ
Robbins' resignation resulted from a mutual business decision made
by the respective management of AJ Robbins and the Company that it
would be in the best interests of the Company to engage the
services of an independent accountant, which provides services to
development companies.  The report of AJ Robbins for fiscal year
ended December 31, 2002 was a qualified report in that adverse
financial conditions identified by the accountants "raise[d]
substantial doubt about the Company's ability to continue as a
going concern." Further, the report stated that "[t]he financial
statements do not include any adjustments that might result from
the outcome of this uncertainty." The adverse financial conditions
identified by AJ Robbins consisted of recurring losses from
operations and a working capital deficiency in the fiscal year
covered by the report.

On July 2, 2003, the Board of Directors of the Company approved
and authorized the engagement of HJ & Associates, L.L.C., 50 South
Main Street, Suite 1450, Salt Lake City, Utah 84144 as the
principal independent accountant for the Company.

Ten Stix Inc. was incorporated on January 10, 1996 under the laws
of the State of Colorado to engage in the design, development and
marketing of unique card games, of which some are derived from
Native American heritage, and other gaming products for the gaming
industry. The Company trades its shares of common stock on the OTC
Bulletin Board under the symbol "TNTI". The Company named itself
"Ten Stix" based on management's belief that "Ten Stix 21" will be
its most popular and creative product. The Company has designed
and developed certain card games, which are currently being  
marketed to casinos located in the States of California, Colorado,
Kansas, New Mexico, Nevada, South Dakota and Wisconsin.

The Company's principal executive offices are located at 3101
Riverside Drive, Idaho Springs, Colorado 80542. Its telephone
number is (303) 567.0163 and its facsimile number is (303)
567.0163.


TRISM INC: Court Stretches Exclusivity Period through August 11
---------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Western District of
Missouri, Trism, Inc., and its debtor-affiliates obtained an
extension of their exclusive periods.  The Court gives the
Debtors, until August 11, 2003, the exclusive right to file their
plan of reorganization and to solicit acceptances of that Plan.

Trism, Inc., the nation's largest trucking company that
specializes in the transportation of heavy and over-dimensional
freight and equipment, as well as material such as munitions,
explosives and radioactive and hazardous waste, filed for chapter
11 protection on December 18, 2001 (Bankr. W.D. Mo. Case No. 01-
31323). Laurence M. Frazen, Esq., at Bryan Cave LLP represents the
Debtors in their restructuring efforts. When the Company filed for
protection from its creditors, it listed $155 million in assets
and $149 million in debts.


UNITED AIRLINES: Look for Second Quarter Fin'l Results on Aug. 1
----------------------------------------------------------------
UAL Corporation (OTC Bulletin Board: UALAQ), the holding company
whose primary subsidiary is United Airlines, will release its
second quarter financial results and its June monthly operating
report on Friday, August 1, 2003.

News releases and other information about United Airlines can be
found at the company's Web site, http://www.united.com


UNITED AIRLINES: Court Okays Mercer's Engagement as Consultants
---------------------------------------------------------------
UAL Corporation obtained the Court's authority to employ Mercer
Management Consulting as Executory Contract Consultants.

Mercer is expected to:

    -- track all executory contracts to disposition;

    -- perform contract analysis; and

    -- make recommendations on assumption, renegotiation and
       rejection.

The Debtors will pay Mercer $254,100 per month, resulting in an
average hourly rate equal to $254.  Reimbursable expenses will be
invoiced after incurred. (United Airlines Bankruptcy News, Issue
No. 22; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


UNITED REFINING: Will Hold Conference Call on Friday
----------------------------------------------------
United Refining Company -- whose Corporate Credit Status is rated
by Standard & Poor's at 'B-' -- will hold a conference call on
Friday, July 18, 2003 at 11:00 AM EDT to review the 10Q for the
Fiscal quarter ended May 31, 2003.

Mr. Myron Turfitt, the Company's President and Chief Operating
Officer, will be the speaker.

The call in number is: 1-800-482-2225.  The conference ID number
is: 205120.

There will be a replay of this call, which will last until 7:00 PM
EDT, July 25, 2003.  The replay call in number is:  1-800-615-
3210.  The conference ID number 205120 will serve as the password
for the replay.


UPC POLSKA: Look for Schedules and Statements on August 21, 2003
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave UPC Polska, Inc., an extension of time to file its schedules
of assets and liabilities, statements of financial affairs and
lists of executory contracts and unexpired leases required under
11 U.S.C. Sec. 521(1).  The Debtor has until August 21, 2003 to
file these required documents.

UPC Polska, Inc., who holds headquarters in Denver, Colorado, is
an affiliate of United Pan-Europe Communications N.V.  The Debtors
is a holding company, which owns various direct and indirect
subsidiaries operating the largest cable television systems in
Poland. The Company filed for chapter 11 protection in July 7,
2003 (Bankr. S.D.N.Y. Case No. 03-14358).  Ali M.M. Mojdehi, Esq.,
and Ira A. Reid, Esq., at Baker & McKenzie, represent the Debtor
in its restructuring efforts.  As of March 31, 2003, the Debtor
listed $704,000,000 in total assets and $940,000,000 in total
debts.


U.S. CAN: S&P Rates New Second-Priority Senior Notes at CCC+
------------------------------------------------------------
Standard & Poor's Ratings Services assigns its CCC+ rating to
United States Can Co.'s proposed $125 million senior secured
second-priority notes due 2010. Proceeds will be used to pay down
the company's revolving credit facility and term loans and are
guaranteed by the company's parent, U.S. Can Corp.

At the same time, Standard & Poor's revises its outlook on U.S.
Can Corp. to stable from negative, reflecting the expected
improvement in the company's liquidity, financial covenant
compliance, and debt amortization schedule once the proposed note
issue is successfully completed.

Standard & Poor's also affirms its B corporate credit rating on
Lombard, Illinois based U.S. Can Corp.  Total debt outstanding was
$546 million at March 31, 2003.

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

Standard & Poor's said that its ratings reflect U.S. Can's very
aggressive debt leverage and limited financial flexibility, which
overshadows its below-average business profile as a leading
producer of general line metal containers. With annual revenues of
about $809 million, U.S. Can produces steel aerosol and other
general line metal containers primarily for personal care,
household, automotive, paint, industrial, and specialty packaging
products in the U.S., Europe and Latin America; plastic containers
in the U.S.; and metal food cans in Europe.


U.S. HOME: Richard Lehmann Recommends Bonds as Good Investments
---------------------------------------------------------------
With the DJIA balking, it might not be as safe as many experts
thought to venture back into the market. However, with
historically low interest rates, certain bonds might be good
investments. Find out which ones have the best upside. Learn about
U.S. Home and Garden Inc. (Nasdaq:USHG) and read the full story
exclusively on Zacks.com at http://featuredexpert2bw.zacks.com/  

U.S. Home and Garden Inc. (Nasdaq:USHG) manufactures and markets a
broad range of consumer lawn and garden products. The company is
selling substantially all of its assets to a management team. The
company's 9.4% U.S. Home & Garden Trust I (UHG A) preferred will
become an obligation of the new owners. The company recently
announced that it has lowered earnings expectations for the fourth
quarter, blaming wet weather for the decline. The forecast has
complicated the acquisition because the selling price will be
renegotiated in light of the forecast. Because of the
renegotiation the shareholder meeting to vote on the transaction
was delayed one month. The news is neutral to a bit positive for
the preferreds. However, any news or development seems to send the
preferred plunging as it did twice this month. The investor alert
of June 17, 2003 recommended a speculative buy at $11 for a 21.5%
yield. The month end price of $12.90 still makes the preferred a
speculative buy. Note; this volatile security is in our high-risk
portfolio.

Get several other top fixed income picks along with further in-
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Zacks Investment Research is under common control with affiliated
entities (including a broker-dealer and an investment adviser),
which may engage in transactions involving the foregoing
securities for the clients of such affiliates.

U.S. Home & Garden Inc., is a leading manufacturer and marketer
of a broad range of consumer lawn and garden products including
weed preventative landscape fabrics, fertilizer spikes,
decorative landscape edging, shade cloth and root feeders which
are sold under various recognized brand names including Weed
Block(R) , Jobe's(R), Emerald Edge(R), Shade Fabric(TM) Ross(R),
and Tensar(R). The Company markets its products through most
large national home improvement and mass merchant retailers.

To learn more about U.S. Home & Garden Inc., please visit its
Web site at http://www.ushg.com

At December 31, 2002, the Company's balance sheet shows a total
shareholders' equity deficit of about $4.3 million.


U.S. ONCOLOGY: S&P Affirms BB Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services affirms its BB corporate credit
rating on cancer treatment services provider U.S. Oncology Inc.,
but revised its rating outlook to negative from stable. The
outlook change reflects concerns that certain operating challenges
could compromise the financial insulation that underpins the
company's current ratings.

Pharmaceutical sales represent about half of U.S. Oncology's
revenues. But incurred costs are significant and rising, partly
because of the greater prevalence of single-source boutique drugs,
use trends, and practice management agreements that do not allow
the pass through of price increases. Pending changes in oncology
drug reimbursement could also reduce government reimbursement
rates. If this occurs and reimbursement for cancer care services
is not raised, the financial impact could be material.      

As of March 31, 2003, U.S. Oncology had nearly $280 million of
debt outstanding.

"The speculative-grade ratings on U.S. Oncology reflect the
company's operating focus on treatment of a single disease,
participation in a very competitive and evolving industry,
exposure to the risks and expenses of changes in technology and
treatment methodologies, and exposure to adverse changes in third-
party reimbursement policies," said Standard & Poor's credit
analyst Jill Unferth. "These factors are partly offset by
predictable demand and a strong market position."

Houston, Texas based U.S. Oncology is the largest cancer-care
provider in the U.S., treating 15% of new cancer cases annually.
The company provides oncology pharmaceuticals, cancer care, cancer
research, and professional practice management services to a 29-
state network of affiliated oncology practices that include more
than 875 affiliated physicians working at 440 sites, including 76
integrated cancer centers. These services are provided either
through long-term practice management agreements (whereby U.S.
Oncology supports and manages oncology practices for a percentage
of practice revenues or earnings) or shorter term fee-for-service
agreements.

In late 2000, U.S. Oncology began renegotiating the terms of its
practice management contracts. The changes have yielded greater
operational focus, a leaner cost structure, and increased capital
flexibility for business development. However, the new format also
exposes the company to lower near-term fees, shorter contract
terms, and non-cash impairment charges as the existing agreements
convert. For the quarter of its contracts that have not converted,
the company remains vulnerable to changes in third-party
reimbursement policies (Medicare and Medicaid provide about 40% of
revenues), rising drug costs, and labor constraints in the
oncology field.


U.S. STEEL: Chairman Thomas J. Usher Says WTO Ruling Biased
-----------------------------------------------------------
Reacting to a World Trade Organization Dispute Settlement Panel
ruling that Section 201 tariff measures are inconsistent with the
WTO agreements, United States Steel Corporation (NYSE: X) Chairman
Thomas J. Usher said, "The problem is with the WTO, not with
President Bush's Steel Program. The President acted on the
unanimous finding of the U.S. International Trade Commission after
the most exhaustive trade investigation that agency has ever
undertaken. This WTO decision is wrong on the facts and the law."

Usher added, "I'm pleased that the Administration has said that it
will promptly appeal this biased decision and seek to have it
reversed. This decision is just another in a series of attacks on
U.S. trade remedy laws."

The Section 201 tariff measure, which was imposed following an
intensive six-month investigation and unanimous affirmative injury
finding by the ITC, is in full compliance with WTO agreements. To
date, WTO dispute settlement panels have struck down every
safeguard measure from every country the WTO has reviewed,
contrary to the objective of the negotiators of the WTO who
intended to make safeguards actions easier to take.

Usher further stated that three years of relief was fully
warranted after the import crisis drove 35 firms in the American
industry into bankruptcy. He said, "The improvement to date has
been remarkable, but it has just begun. During this period the
industry has truly started the process of transforming itself
through consolidations and investments. It is now our task to
complete the job we started -- to complete the needed
restructuring that has begun as a result of the Section 201
tariffs."

Following the ITC's intensive investigation, the President
implemented temporary import relief in the form of tariffs. These
tariffs decline automatically every year, and the relief period
will reach mid-point in September.

U. S. Steel continues to strongly support the President's program,
which has enabled it to engage in a major consolidation and to
make substantial new capital investments, as well as to negotiate
a new productivity-enhancing agreement with the United
Steelworkers of America. The company expects the Administration to
maintain the remedy measures for the full three years originally
mandated.

                         *   *   *

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.


VIEWPOINT CORP: Will Publish Second Quarter Results on July 30
--------------------------------------------------------------
Viewpoint Corporation (Nasdaq:VWPT), a leading provider of
interactive media technology and services, will be announcing the
Company's financial results for the second quarter ended June 30,
2003 shortly after the market close on July 30, 2003, with a
conference call to follow at 5 p.m. (ET). Conference call details:
Date/Time: Wednesday, July 30, 2003--5:00 p.m. (ET)

               Telephone Number: 800-869-4371
               Reservation Number: 1679510

It is recommended that participants call at least 10 minutes
before the call is scheduled to begin. The conference call can
also be accessed on the Internet through CCBN at
http://www.companyboardroom.com A replay of the conference call  
in its entirety will be available approximately one hour after its
completion for 48 hours by calling: 800-642-1687 and entering the
above reservation number.

Viewpoint Corporation (Nasdaq: VWPT) is a leading provider of
interactive media technology and services for online advertising,
website marketing and enterprise applications. Industry leading
and Fortune 500 companies worldwide currently license its
interactive media platform, Viewpoint Media Player. The Viewpoint
platform enables marketers to evoke response with greater visual
realism, engage users with superior interactivity and educate
consumers through product interaction to convey a compelling,
consistent brand story across their media mix. Headquartered in
New York, the Company also has offices in Los Angeles, London and
San Francisco and sales presence in Chicago and Detroit. Visit
Viewpoint at http://www.viewpoint.com

Viewpoint Corporation (Nasdaq:VWPT) in the first quarter of this
year received Event of Default notices from Smithfield Fiduciary
LLC and Portside Growth & Opportunity Fund, which alleged that the
Company was in breach of its representations and warranties that
were contained in the securities purchase agreement. Smithfield
and Portside are two of the three investors who purchased a
portion of the Company's 4.95 percent convertible notes due
December 31, 2007.


WEIRTON STEEL: Adequate Protection for JP Morgan Trust Sought
-------------------------------------------------------------
According to Eric A. Schaffer, Esq., at Reed Smith, in
Pittsburgh, Pennsylvania, J.P. Morgan Trust Company, National
Association serves as indenture trustee of and collateral agent
to each of the 10% Senior Secured Notes and the Secured Pollution
Control Revenue Refunding Bonds Due 2012.  The Notes and the
Bonds are both Weirton Steel Corporation's obligations.

As of the Petition Date, the outstanding principal balance
evidenced by the Senior Secured Notes was $118,242,300 and by the
Bonds was $27,348,000.  In addition, the Debtor is obligated to
pay the Expenses, including but not limited to those incurred in
connection with the enforcement and collection of the
Obligations.

The obligations are secured by prepetition liens and security
interests the Debtor granted to JP Morgan, for the benefit of the
holders of the Obligations, on certain of the Debtor's assets,
including, without limitation, the Tandem Mill Collateral, the
Tin Mill Collateral, and the Hot Mill Collateral.

At the May 2003 hearing on the Debtor's first day motions, the
Court entered the Interim DIP Facility Order.  Pursuant to the
terms and conditions of the DIP Facility, the Postpetition
Lenders will be altering the intercreditor relationship between
and among JP Morgan, the holder of the Obligations, the
Prepetition Lenders, and the Debtor.

For instance, Mr. Schaffer explains, the aggregate amount of the
DIP Facility exceeds the prepetition facility by $25,000,000.
The aggregate amount outstanding in the prepetition facility is
limited to less than $200,000,000.  By contrast, it is likely
that the Debtor will have greater availability under its
postpetition revolving credit facility.  Moreover, the
prepetition credit facility did not include a term loan
component, which by the terms contained in the DIP Facility will
be drawn down in full upon entry of the final order approving the
DIP Facility, and may increase by an additional $7,000,000 as a
result of "Collateral Protection Loans" which are funded by the
term loan lenders.

Due to the significant changes to JP Morgan's collateral and
collateral position as a result of the DIP Facility
implementation of, and because of the Debtor's contemplated use
of JP Morgan's Collateral, the additional fees and expenses to be
incurred by the Debtor under the DIP Facility, and the conditions
imposed upon the Debtor, Mr. Schaffer asserts that JP Morgan must
be afforded adequate protection under Sections 361, 363, 364, 503
and 507 of the Bankruptcy Code.

Because the Postpetition Lenders seek to prime JP Morgan Trust's
liens, Mr. Schaffer contends, JP Morgan Trust is entitled to
receive adequate protection of its liens and security interests
securing the Debtor's obligations to JP Morgan and the holders of
the Obligations pursuant to Section 364(d)(1)(B).

By this motion, JP Morgan Trust and the Informal Committee of
Senior Secured Noteholders jointly seek adequate protection in
exchange for, inter alia, JP Morgan Trust and the Informal
Committee's consent to the Debtor's DIP Financing Agreement and
Cash Collateral:

    (a) granting JP Morgan Trust replacement and additional liens
        on all of the Debtor's postpetition assets, second in
        priority to the Postpetition Lenders and any other
        unavoidable prepetition liens on the assets, subject to an
        intercreditor agreement acceptable to each of the
        Postpetition Agent, JP Morgan Trust, and the Informal
        Committee, which replacement and additional liens will be
        provided only to the extent of any diminution in JP Morgan
        Trust's collateral position from the Petition Date;

    (b) granting the JP Morgan Trust Trustee a superpriority
        administrative expense claim, pursuant to the Sections
        503(a) and 507(b) of the Bankruptcy Code, to the extent of
        any postpetition diminution in the value of the Trustee's
        collateral, junior only to the superpriority
        administrative claims of the Postpetition Lenders granted
        under Sections 503(a) and 507(b) of the Bankruptcy Code;

    (c) requiring the Official Committee of Unsecured Creditors to
        file and serve any challenge to the validity, priority, or
        extent of the liens and security interests securing the
        Obligations, including, without limitation, the Expenses,
        or the outstanding principal amount of or defenses,
        setoffs, counterclaims, cross-claims or recoupments, if
        any, to the Obligations, and providing that no other
        entity, including the Debtor or any successor Chapter 7 or
        Chapter 11 trustee, or any other party-in-interest, will
        be permitted to so challenge the validity, priority or
        extent of JP Morgan Trust's liens or the principal amount
        of the Obligations;

    (d) providing for a waiver of any claims for surcharges
        against JP Morgan Trust's collateral under Section 506(c)
        of the Bankruptcy Code;

    (e) directing the Debtor to continue to pay interest on the
        Obligations, on a semi-annual basis, in arrears, and to
        pay the Expenses, on a monthly basis, provided that, if
        the Debtor disagrees with any request for the payment
        of the Expenses, the payment obligation will be determined
        after notice and a hearing; and further, to the extent
        that the Trustee or the holders of the Obligations are not
        oversecured, the payments will be applied to the principal
        obligations of the Debtor with respect to the Obligations;
        and provided further, that the "Carve-out" of the Interim
        DIP Facility Order, and any modifications to the Carve-out
        in the final order approving the DIP Facility, or
        otherwise, made available to the Debtor, the Committee,
        and their professionals, and the U.S. Trustee, will be
        available for payment of any Expenses;

    (f) requiring:

        (1) the Debtor promptly to provide counsel to each
            of JP Morgan Trust and the Informal Committee with all
            notices, financial information, reports, certificates,
            and any and all other documents delivered by the
            Debtor to the Postpetition Agent or any one or more of
            the Postpetition Lenders, or received by the Debtor
            from any party to the DIP Facility;

        (2) the Postpetition Agent promptly to provide counsel to
            each of JP Morgan Trust and the Informal Committee
            with copies of all material notices, certificates, or
            documents delivered by the Postpetition Agent to the
            Debtor, including, without limitation, notices of
            default, set-off, acceleration, or reduction of
            availability under the DIP Facility, or relating to
            any sale or other disposition of any collateral
            securing the DIP Facility; and

        (3) the Debtor to place counsel to each of JP Morgan Chase
            and the Informal Committee on all "shortened" service
            lists so that counsel to each of JP Morgan Trust and
            the Informal Committee will be required to be served
            with all papers in this case;

    (g) providing JP Morgan Trust, on behalf of the holders of the
        Obligation, the right to credit bid at the sale of any
        assets subject to its liens and security interests,
        provided that, either prior to or as a result of the sale
        of assets, the Postpetition Lenders will have been paid in
        full and the DIP Facility will have been terminated; and
        provided further, that in the event that the Postpetition
        Lenders will have been paid in full and the DIP Facility
        will have been terminated, no sale will occur without JP
        Morgan Trust's and the Informal Committee's prior written
        consent;

    (h) providing JP Morgan and the Informal Committee the right
        to inspect, appraise, or audit JP Morgan Trust's
        collateral;

    (i) requiring:

        (1) the Debtor to provide counsel to each of JP Morgan
            Trust and the Informal Committee with copies of all
            appraisals relating to JP Morgan Trust's collateral,
            whether currently in the Debtor's possession or
            control, or hereafter obtained; and

        (2) the Postpetition Agent to provide counsel to each of
            JP Morgan Trust and the Informal Committee with copies
            of all appraisals relating to JP Morgan Trust's
            collateral, whether currently in the Postpetition
            Agent's possession or control, or hereafter obtained,
            provided that in the event that any appraisal of the
            Postpetition Agent has been prepared in anticipation
            of litigation and otherwise is asserted to be
            privileged, the Postpetition Agent will so inform
            counsel to each of JP Morgan Trust and the Informal
            Committee, which will in no way limit the right of JP
            Morgan Trust, the Informal Committee, or any other
            party to seek the appraisal through discovery;

    (j) providing that neither JP Morgan Trust, nor the Informal
        Committee, nor any member of the Informal Committee, nor
        any one or more of the holders of the Obligations, nor any
        professional or agent of any of the foregoing, will be a
        "Responsible Person" and providing the parties the same
        protections afforded to the Postpetition Lenders and the
        Postpetition Agent set forth in the Interim DIP Facility
        Order; and

    (k) requiring that all motions seeking or orders granting the
        lifting or modification of the automatic stay imposed by
        Section 362 of the Bankruptcy Code, including, without
        limitation, the automatic lifting of the automatic stay
        set forth in the Interim DIP Order, for the benefit of the
        Postpetition Agent or Postpetition Lenders likewise will
        act as a lifting or modification of the automatic stay as
        to JP Morgan Trust. (Weirton Bankruptcy News, Issue No. 5;
        Bankruptcy Creditors' Service, Inc., 609/392-0900)  


WESTERN GAS: Will Publish Second Quarter Results on August 12
-------------------------------------------------------------
Western Gas Resources, Inc. (NYSE: WGR) will release its second
quarter 2003 earnings results at 7:00 a.m. Eastern time on
Tuesday, August 12, 2003. Western invites you to listen to its
first quarter conference call via telephone or live Webcast on
Tuesday, August 12, 2003 at 11:30 a.m. Eastern, 9:30 a.m. Mountain
time.

To listen via telephone, dial (719) 457-2625 five to ten minutes
before the start of the call. A replay will be available through
midnight, August 18, by dialing (719) 457-0820, pass code 523469.

The live conference call may also be accessed on the Internet by
logging onto Western's Web site at http://www.westerngas.com   
Select Financial/Investor Information, then the Current News
option on the menu.  Log on at least ten minutes prior to the
start of the call to register, download and install any necessary
audio software.  An audio replay of the call will also be
available on the Web site through August 31, 2003.

Western is an independent natural gas explorer, producer,
gatherer, processor, transporter and energy marketer providing a
broad range of services to its customers from the wellhead to the
sales delivery point.  The Company's producing properties are
located primarily in Wyoming, including the developing Powder
River Basin coal bed methane play, where Western is a leading
acreage holder and producer.  The Company also designs,
constructs, owns and operates natural gas gathering, processing
and treating facilities in major gas-producing basins in the Rocky
Mountain, Mid-Continent and West Texas regions of the United
States.  For additional Company information, visit Western's Web
site at http://www.westerngas.com

As previously reported, Western Gas Resources, Inc.'s outstanding
credit ratings have been affirmed by Fitch Ratings as follows:
senior unsecured debt rating at 'BBB-'; senior subordinated notes
at 'BB+' and preferred stock at 'BB'. The Rating Outlook is
Stable.


WESTERN WIRELESS: Commences $600M Senior Debt Private Placement
---------------------------------------------------------------
Western Wireless Corporation (Nasdaq:WWCA) has agreed to sell $600
million of 9-1/4% Senior Notes due 2013. The notes were offered to
qualified institutional buyers as defined in Rule 144A of the
Securities Act of 1933, as amended, and outside the United States
in accordance with Regulation S under the Securities Act. The sale
of the notes is expected to close on July 16, 2003, subject to
standard closing conditions.

Western Wireless also announced that it has completed an amendment
to its $2.1 billion Credit Facility. The amendment will provide
Western Wireless with additional flexibility under certain
financial and operational covenants in the Credit Facility.

Net proceeds of the offering, together with the net proceeds from
the company's offering of 4.625% Convertible Subordinated Notes
due 2023 issued in June 2003 and the proceeds from recent
dispositions of certain assets, will be used to permanently prepay
$400 million of the Credit Facility, and to redeem all of its
10-1/2% Senior Subordinated Notes due 2006 and 2007.

The notes being sold by Western Wireless have not been registered
under the Securities Act, or any state securities laws, and may
not be offered or sold in the United States absent registration
under, or an applicable exemption from, the registration
requirements of the Securities Act and applicable state securities
laws.  

Western Wireless Corporation, located in Bellevue, Washington, was
formed in 1994 through the merger of two rural wireless companies.
Following the merger, Western Wireless continued to invest in
rural cellular licenses, acquired six PCS licenses in the original
auction of PCS spectrum in 1995 through its VoiceStream
subsidiary, and made its first international investment in 1996.
Western Wireless went public later in 1996 and completed the spin-
off of VoiceStream in 1999. Western Wireless now serves over 1.2
million subscribers in 19 western states under the Cellular One(R)
and Western Wireless(R) brand names.

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

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

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


WESTINGHOUSE AIR: S&P Rates $150MM Senior Unsecured Notes at BB
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its BB senior
unsecured debt rating to Westinghouse Air Brake Technologies Co.'s
$150 million senior unsecured notes due 2013.  Proceeds will be
used to refinance existing debt under the company's revised $225
million revolving credit facility due November 2004.  At the same
time, Standard & Poor's affirmed its BB corporate credit and
senior unsecured bank loan ratings on the company. The outlook is
stable.

Wilmerding, Pennsylvania based WABTEC is a leading North American
supplier of rail equipment and related services for the freight
and transit industries. It has $375 million of total rated debt.

"We expect the company to demonstrate continued operating
resilience in the highly cyclical rail manufacture market and to
maintain a balanced capital structure as it pursues its growth
strategy," said Standard & Poor's credit analyst Linli Chee.
"Apart from an expected recovery in overall freight car demand,
growth opportunities in the company's core freight group are
expected to come from an expansion of service offerings, including
more complex modular designs, and international expansion."

Meanwhile, transit demand is not expected to recover in a
meaningful way until 2005, because New York City subway car
replacement orders, which account for the majority of the market,
have declined. An increase in transit ridership and rising focus
on safety will aid in the delivery of new and replacement parts
for transit vehicles and may improve growth prospects over time.
     

WESTPOINT STEVENS: Intends to Assume 5 Alabama Power Contracts
--------------------------------------------------------------
John J. Rapisardi, Esq., at Weil Gotshal & Manges LLP, in New
York, informs the Court that prior to the Petition Date and in
connection with the ordinary course operation of their business
in the State of Alabama, WestPoint Stevens Inc. and its debtor-
affiliates were parties to five utility contracts with Alabama
Power Company.  The Contracts are executory in nature and govern
the delivery of electric power purchased by the Debtor from
Alabama Power, as well as the related pricing and payment terms.

Of the five Contracts, unless terminated earlier due to breach or
non-compliance with material terms, two may be terminated by
either party by giving one year prior notice and one may be
terminated by giving three month prior notice.  As to the two
remaining Contracts, unless otherwise renewed or extended by the
parties, one expires by its terms in August 2004 and the other
expires by its terms in April 2005.  The average monthly cost for
electric services under the Contracts during the past 12 months
is $1,500,000.

Mr. Rapisardi states that the pricing terms under the Contracts
are favorable to the Debtors, providing rates that are, in most
instances, more favorable than the standard non-contract
published tariffs established by the Alabama Public Service
Commission for electric services furnished to Alabama Power's
other commercial and industrial customers.  Indeed, for the past
12 months prior to the Petition Date, the savings to the Debtors
under the Contracts is more than $3,100,000.

Section 365(a) of the Bankruptcy Code provides, in pertinent
part, that a debtor-in-possession "subject to the court's
approval, may assume or reject any executory contract or unexpired
lease of the debtor."  The purpose behind allowing the assumption
or rejection of executory contracts is to permit the debtor-in-
possession to use valuable property of the estate or to renounce
title to and abandon burdensome property.  2 Collier on Bankruptcy
par. 365.01[1] (15th ed. 1993).

In considering a motion to assume or reject an executory contract,
a bankruptcy court "should examine [the] contract and the
surrounding circumstances" and ascertain whether the debtor has
used its "best 'business judgment' to determine if [the contract]
would be beneficial or burdensome to the estate."  See, e.g.,
Orion Pictures Corp. v. Showtime Networks, Inc. (In re Orion
Pictures Corp.), 4 F.3d 1095, 1099 (2d Cir. 1993).

After finding that a debtor has exercised its sound business
judgment in determining that assumption of an executory contract
is in the best interests of its estate, the bankruptcy court
should approve the assumption under Section 365(a) of the
Bankruptcy Code, so long as the debtor also demonstrates it can
satisfy the statutory requirements for assuming the contract
under section 365(b) of the Bankruptcy Code.  See, e.g., In re
Child World, Inc., 142 B.R. 87, 89 (Bankr. S.D.N.Y. 1992); In re
TS Indus., Inc., 117 B.R. 682, 685 (Bankr. D. Utah 1990); In re
Del Grosso, 115 B.R. 136, 138 (Bankr. N.D. Ill. 1990); In re
Ionosphere Clubs, Inc., 100 B.R. 670, 673 (Bankr. S.D.N.Y. 1989).

Because the Contracts provide favorable rates to the Debtors for
purchasing electric power, assumption of the Contracts will
result in substantial cost savings to the estates.  Accordingly,
in the exercise of sound business judgment, the Debtors have
determined to assume the Contracts pursuant to Section 365(a) of
the Bankruptcy Code.

By this motion, the Debtors seek entry of an order authorizing
their assumption of the certain executory contracts with Alabama
Power Company.

According to Mr. Rapisardi, the Debtors have an excellent history
with respect to the payment obligations under the Contracts.
However, due to the interruption caused by the commencement of
these cases, the Debtors might have missed one payment cycle
under the Contracts.  By assuming the Contracts, the Debtors need
merely continue paying the Alabama Power invoices in the ordinary
course of business.  Hence, the Debtors can easily satisfy
Section 365(b)'s requirement of curing any prepetition default
and compensating Alabama Power for any actual pecuniary loss
resulting from any default.  Moreover, Alabama Power has agreed
to waive its request for a security deposit from the Debtors and
the furnishing of adequate assurance of future payment or
performance under the Contracts, if the Debtors agree to assume
the Contracts pursuant to their existing terms and conditions.
Accordingly, all of the statutory requirements under Section
365(b) of the Bankruptcy Code for assumption of the Contracts are
satisfied.

Under Rule 8 of the Alabama Public Service Commission General
Rules applying to public electric, gas and water utilities in the
State of Alabama, Mr. Rapisardi notes that Alabama Power would be
entitled to demand a security deposit equal to the amount of
estimated bills for two regular billing periods.  Consistent with
this rule, by letter dated May 20, 2003, Alabama Power demanded
that the Debtors remit $3,120,000 as cash security deposit, which
is equal to two months of average electric usage by the Debtors.
In this letter, Alabama Power also threatened to terminate
services if the deposit was not made by May 27, 2003.  However,
in consideration of the Debtors' agreement to assume the
Contracts after the commencement of these cases, Alabama Power
has agreed to waive its demand for the security deposit.  In
addition, Alabama Power has agreed to waive any deposit
requirement under Section 366 of the Bankruptcy Code so long as
the Debtors assume the Contracts and continue to pay the invoices
in accordance with their terms and conditions. (WestPoint
Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service, Inc.,
609/392-0900)  


WORLD WIRELESS: Further Delays SEC Form 10-Q Filing Until August
----------------------------------------------------------------
World Wireless Communications, Inc. (Amex: XWC), a developer of
wireless and internet based telemetry systems, announced the
filing of its Form 10-Q for the quarter ended March 31, 2003 will
be further delayed until the August, 2003 date set forth below.
Such delay is in part attributable to the resignation of Deloitte
and Touche L.L.P. as the Company's auditors in June, 2003 and the
Company's attendant need to hire new auditors.

The Company is seeking financing, although the results of such
efforts are not assured, which financing is necessary to
consummate the previously reported conditional restructuring
agreement with the Company's senior secured creditors. The Company
is in the process of determining what impact, if any, such
restructuring would have on the results of operations for the
period ended March 31, 2003.

The Company previously reported that it estimates that its loss
for the quarter ended March 31, 2003 will be approximately 50%
less than the loss of $2,150,225 reported for the quarter ended
March 31, 2002 (without taking into account the impact of the
above-mentioned restructuring).

The Company filed its Form 10-K on May 6, 2002, although the
filing thereof was incomplete pending engagement, review, and
audit by the independent accountants. It is expected that the
Company will file an amended report on Form 10-K to include the
independent accountants' opinion within six weeks after its
engagement of new accountants (or by approximately August 31, 2003
based on the Company's anticipated timetable). It is further
expected that the Company will file an amended report on Form 10-Q
for the quarter ended March 31, 2003 to reflect the independent
accountants' review within three weeks after its engagement of new
independent accountants (or by approximately August 6, 2003 based
on the Company's anticipated timetable). As of this date, the
Company has not engaged new independent accountants for the
purpose of auditing the December 31, 2002 financial statements or
for reviewing the March 31, 2003 financial statement.

In addition, the Company announced that several key people have
resigned from their positions with the Company:

(a) David D. Singer, the Company's Chairman of the Board and Chief
    Executive Officer, resigned on May 1, 2003.

(b) Robert W. Hathaway, the Company's Chief Financial Officer,
    resigned in June, 2003.

(c) Richard Stoneburner, a Director of the Company, resigned in
    June 2003.

Charles Taylor, a Director of the Company, has been appointed
President and Chief Executive Officer.

As a result of the delay in the financing by the Company, the
Company has curtailed its business operations significantly. The
Company laid off a substantial number of its employees in the
Greenwood Village, Colorado office until additional capital is
obtained. The Company's office in Gonic, New Hampshire is
operating at its normal capacity and is engaged in the current
manufacture and sale of antennas. The Company has been evicted
from its corporate offices in Greenwood Village, Colorado due to
its inability to meet its lease obligations to the landlord.
However, the Company has access to such facility under an
arrangement between the Company's secured creditors and the
landlord. As a result, the Company's representatives have had
access to enable the Company to sell and ship radios to its
customers and to access corporate records.

If and when the Company obtains the financing it is currently
seeking, it intends to resume its full business activities,
including its sale of X-traWeb products. The Company's ability to
continue as a going concern is dependent on the continued support
from its existing secured lenders (which is not assured), unless
the contemplated additional financing is obtained or alternate
capital sources are found.

Greenwood Village-based World Wireless Communications, Inc. was
founded in 1995 and is a developer of wireless and internet
systems, technology and products. World Wireless focuses on
spectrum radios in the 900MHz band and has developed the X-
traWeb(TM) system -- an Internet based product designed for remote
monitoring and control devices. X-traWeb's many applications
included utility meters security systems, vending machines, asset
management, and quick service restaurants.

World Wireless' December 31, 2002 balance sheet shows a working
capital deficit of about $9 million, and a total shareholders'
equity deficit of close to $9 million.


WORLDCOM INC: Wants Approval to Pull Plug on 155 Service Orders
---------------------------------------------------------------
Worldcom Inc., and its debtor-affiliates seek the Court's
authority to reject service orders associated with 155 circuits.

Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP, in New
York, informs the Court that WorldCom determined that it does not
require the capacity relating to:

     (i) 45 circuits purchased through tariff service orders, of
         which 23 were purchased from SBC or its affiliates, three
         were purchased from BellSouth or its affiliates, 14 from
         Qwest or its affiliates and five were purchased from
         Verizon or its affiliates; and

    (ii) 110 circuits purchased under MSAs, of which 109 were
         purchased from Verizon or its affiliates, and one was
         purchased from SBC or one of its affiliates.

Ms. Goldstein submits that the Debtors currently have no traffic
on the Circuits purchased under the Service Orders, under which
they incur $125,397 in monthly charges.  Thus, the Circuits
provided under the Service Orders are unnecessary and costly to
the Debtors' estates.  By rejecting the Service Orders, the
Debtors save the estates $1,417,995 in administrative expense per
annum or $3,954,629 for the remainder of the terms of the Service
Orders for capacity that they do not need or use.  For these
reasons, in the Debtors' business judgment, the Service Orders
for the Circuits should be rejected effective as of the
disconnect date set forth in the disconnect notice for each
Circuit. (Worldcom Bankruptcy News, Issue No. 31; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


WORLDCOM: Ethics Group Lauds McCrery-Matsui-McGinnis Legislation
----------------------------------------------------------------
The National Legal and Policy Center congratulated House Members
Jim McCrery (R-LA), Robert Matsui (D- CA) and Scott McGinnis (R-
CO) on their introduction of legislation that will close a tax
loophole currently being exploited by the same company guilty of
the largest corporate accounting fraud in history -- MCI/WorldCom.

The legislation limits the ability of corporations in bankruptcy,
like MCI/WorldCom, to carry forward net operating losses in a
scheme that allows the company to avoid paying taxes for the
foreseeable future.

Senators Rick Santorum (R-PA) and Kent Conrad (D-ND) introduced
similar legislation into the Senate Finance Committee on June 25.
Since that bill's introduction, Senator Orrin Hatch (R-UT),
Chairman of the Senate Judiciary Committee, Minority Leader Tom
Daschle (D-SD) and Senator John Breaux (D-LA) have joined the bill
as co-sponsors.

NLPC Chairman Ken Boehm stated, "The introduction of this
legislation is further evidence that Members of Congress have
recognized that MCI/WorldCom just can't stop looking for ways to
game the system." Boehm noted that MCI/WorldCom's General Counsel
and Treasurer resigned last month after a report by bankruptcy
court examiner and former United States Attorney General Richard
Thornburgh raised questions about their roles in the company's
accounting scandal.

"It's clear that outrage over MCI/WorldCom's continued ethical
lapses is growing on Capitol Hill," said Boehm. "We hope that
Congress will see this legislation as an opportunity to not only
fix a flaw in the tax code, but to finally take action against a
company that has shown an unwillingness to change its behavior."

Based in Falls Church, Virginia, the NLPC promotes ethics,
openness and accountability in government through research,
education and legal action. NLPC distributes the Code of Ethics
for Government.


XM SATELLITE: Richard Lehmann Recommends Bonds as Good Investment
-----------------------------------------------------------------
With the DJIA balking, it might not be as safe as many experts
thought to venture back into the market. However, with
historically low interest rates, certain bonds might be good
investments. Find out which ones have the best upside. Learn about
XM Satellite Radio Holdings (Nasdaq:XMSR) and read the full story
exclusively on Zacks.com at http://featuredexpert2bw.zacks.com/  
               
Here are the highlights from the Featured Expert column:

XM Satellite Radio Holdings (Nasdaq:XMSR) offers satellite based
radio programming for the automotive and home markets. It seems XM
Satellite's future is no longer up in the air; well it is kind of
up in the air, but not that way. Since the debt restructuring,
Standard & Poor's has raised the credit rating to CCC+. XM's 14%
bonds of 2010 were initially recommended for high-risk investors
in January 2001 at a price of 55.25. The issue was mostly
converted to zero coupon step-up bonds that begin paying the 14%
coupon in December of '05. That issue is now trading at a price of
72. The company's common stock has risen from a low of $1.66 to
its current price of $12.50. XM was able to obtain $175 million of
additional financing by a bond offering at favorable rates. They
now have 620,000 customers and recently Walmart announced they
were selling the company's radio receivers in stores nationwide.
In addition, General Motors appears increasingly committed to the
company.

Get several other top fixed income picks along with further in-
depth market commentary by clicking:

           http://featuredexpert3bw.zacks.com/  

Zacks.com is a property of Zacks Investment Research, Inc., which
was formed in 1981 to compile, analyze, and distribute investment
research to both institutional and individual investors. The
guiding principle behind our work is the belief that investment
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Our goal is to unlock their profitable insights for our customers.
And there is no better way to enjoy this investment success, than
with a FREE subscription to "Profit from the Pros" weekly e-mail
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http://www.freeprofitbw.zacks.com  

Zacks Investment Research is under common control with affiliated
entities (including a broker-dealer and an investment adviser),
which may engage in transactions involving the foregoing
securities for the clients of such affiliates.

XM is America's #1 satellite radio service.  With more than
690,000 subscribers today, XM is on pace to have more than one
million subscribers later this year.  Whether in the car, home,
office or on the go, XM's loyal listeners enjoy 101 digital
channels of choice: 70 music channels, more than 35 of them
commercial-free, from hip hop to opera, classical to country,
bluegrass to blues; and 31 channels of premiere sports, talk,
comedy, kid's and entertainment programming.  XM's strategic
partners are leaders in the automotive, retail, consumer
electronics and media industries. Currently available on 25 of
General Motors' 2003 models, XM will be featured on 44 of GMs most
popular models beginning later this year. Honda is making XM
available on the Honda Accord, Honda Pilot and Acura RL, Acura TL
and Acura MDX models.  In addition, Toyota, Isuzu, Infiniti,
Nissan, Audi and Volkswagen also will offer XM to their customers.
Consumers can also purchase XM's leading-edge car, home and
portable audio receivers, including the critically-acclaimed
Delphi XM SKYFi Radio, at Wal-Mart, Best Buy, Circuit City and
other major retailers nationwide.  XM's strategic investors
include General Motors, American Honda Motor Co. Inc., Clear
Channel Communications and DIRECTV.  For more information about
XM, visit http://www.xmradio.com

As reported in Troubled Company Reporter's February 3, 2003
edition, Standard & Poor's Ratings Services lowered its corporate
credit ratings on satellite radio provider XM Satellite Radio
Inc., and its parent company XM Satellite Radio Holdings Inc.
(which are analyzed on a consolidated basis) to 'SD' from 'CCC-'.

At the same time, Standard & Poor's lowered its rating on the
company's $325 million 14% senior secured notes due 2010 to 'D'
from 'CCC-'.

These actions follow XM's completion of its exchange offer on the
senior secured notes, at par, for new 14% senior secured notes due
2009.

All ratings were removed from CreditWatch with negative
implications where they were placed on Nov. 18, 2002.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Alliance Imaging        AIQ         (39)         683       43
Akamai Technologies     AKAM       (168)         230       60
Alaris Medical          AMI         (32)         586      173
Amazon.com              AMZN     (1,353)       1,990      550
Aphton Corp             APHT        (11)          16       (5)
Arbitron Inc.           ARB        (100)         156       (2)
Alliance Resource       ARLP        (46)         288      (16)
Atari Inc.              ATAR       (115)         242       52
Actuant Corp            ATU         (44)         295       18
Avon Products           AVP         (91)       3,327       73
Saul Centers Inc.       BFS         (13)         389      N.A.
Caraco Pharm Lab        CARA        (20)          20       (2)
Cincinnati Bell         CBB      (2,104)       1,467     (327)
Cubist Pharmaceuticals  CBST         (7)         221      131
Choice Hotels           CHH        (114)         314      (37)
Columbia Laboratories   COB          (8)          13        5
Campbell Soup Co.       CPB        (114)       5,721   (1,479)
Centennial Comm         CYCL       (470)       1,607      (95)
Echostar Comm           DISH     (1,206)       6,260    1,674
D&B Corp                DNB         (19)       1,528     (104)
W.R. Grace & Co.        GRA        (222)       2,688      587
Graftech International  GTI        (351)         859      108
Hollywood Casino        HWD         (92)         553       89
Hexcel Corp             HXL        (127)         708     (531)
Imax Corporation        IMAX       (104)         243       31
Imclone Systems         IMCL       (186)         484      139
Gartner Inc.            IT          (29)         827        1
Jostens                 JOSEA      (512)         327      (71)
Journal Register        JRC          (4)         702      (20)
KCS Energy              KCS         (30)         268      (16)
Kos Pharmaceuticals     KOSP        (75)          69      (55)
Level 3 Comm Inc.       LVLT       (240)       8,963      581
Memberworks Inc.        MBRS        (21)         281     (100)
Moody's Corp.           MCO        (327)         631     (190)
McDermott International MDR        (417)       1,278      154
McMoRan Exploration     MMR         (31)          72        5
Maguire Properti        MPG        (159)         622      N.A.
MicroStrategy           MSTR        (34)          80        7
Northwest Airlines      NWAC     (1,483)      13,289     (762)
Petco Animal            PETC        (11)         555      113
Primedia Inc.           PRM        (559)       1,835     (248)
Primus Telecomm         PRTL       (168)         724       65
Per-Se Tech Inc.        PSTI        (39)         209       32
Qwest Communications    Q        (1,094)      31,228   (1,167)
Rite Aid Corp           RAD         (93)       6,133    1,676
Revlon Inc              REV      (1,640)         939      (44)
Ribapharm Inc           RNA        (363)         199       92
Sepracor Inc            SEPR       (392)         727      413
St. John Knits Int'l    SJKI        (76)         236       86
I-Stat Corporation      STAT          0           64       33
Town and Country Trust  TCT          (2)         504      N.A.
Tenneco Automotive      TEN         (75)       2,504      (50)
TiVo Inc.               TIVO        (25)          82        1
Triton PCS Holdings     TPC         (36)       1,617      172
UnitedGlobalCom         UCOMA    (3,040)       5,931   (6,287)
United Defense I        UDI         (30)       1,454      (27)
UST Inc.                UST         (47)       2,765      829
Valassis Comm.          VCI         (33)         386       80
Ventas Inc.             VTR         (54)         895      N.A.
Warnaco Group           WRNC     (1,856)         948      471
Western Wireless        WWCA       (464)       2,399     (120)
Xoma Ltd.               XOMA        (11)          72       30

                          *********

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

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

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

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

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

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

                          *********

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

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

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

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

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

                *** End of Transmission ***