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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

             Monday, February 10, 2003, Vol. 7, No. 28

                          Headlines

ADVANCED LIGHTING: Receives Court Approval of First Day Motions
ADVANCED LIGHTING: Court Approves Access to DIP Financing
AES CORP: Hosting Q4 & 2002 Earnings Conference Call on Thursday
AIR CANADA: Plans to Sell Stakes in Technical Services Division
AIR CANADA: December Balance Sheet Upside-Down by C$2 Billion

AIRTRAN AIRWAYS: Enters into Additional Fuel Hedging Agreements
AMERCO: Continues Suspension of Quarterly Preferred Dividend
AMERICAN COMMERCIAL: Seeking Court Nod to Pay Critical Vendors
AMERICAN MEDIA: Reports Improved Operating Third Quarter Results
AMF BOWLING: Talking to Greenhill & Co. about a Potential Sale

AMF BOWLING: Names John Walker New Acting CEO, Products Business
AMR CORP.: S&P Keeping Watch Due to Cost Cutting Initiatives
ANTARES PHARMA: Reaches Agreement to Restructure Debt Financing
AT&T CANADA: December Net Capital Deficit Tops C$3.5 Billion
BAYOU STEEL: Senior Lender Agrees to Provide DIP Financing

BRIGHTPOINT INC: Fourth Quarter 2002 Results Show Improvement
BRUSH ENGINEERED: Continues Talks to Extend & Amend Credit Pacts
CALL-NET: Will Publish 2002 Annual Results on February 26, 2003
CANNONDALE: Has Until Feb. 21 to File Schedules and Statements
CAPITOL COMMUNITIES: Dissolving Trade Partners & TradeArk Units

CASCADES: Closes Refinancing of Outstanding Credit Facilities
CIENA CORP: Will Publish First Quarter 2003 Results on Feb. 20
CONSECO INC: TOPrS Committee Turns to Saul Ewing for Advice
COVANTA: Obtains Court Nod to Enter Into Lamda Settlement Pact
DICE INC: Nasdaq Knocks-Off Shares Effective February 7, 2003

DOWNEY REGIONAL: S&P Cuts Revenue Bond Rating to BB+ from BBB+
EBT INT'L: Circulating Proxy Statement for Reverse Stock Split
ENCOMPASS SERVICES: Judge Greendyke Okays $60MM DIP Bonding Loan
ENRON: No Exemption from Public Utility Holding Company Act
FALCON AUTO: Fitch Rates Class E and F Certificates at BB/B

FLOORING AMERICA: Disclosure Statement Hearing Set for Feb. 12
FREEPORT-MCMORAN: S&P Rates $500M Senior Convertible Notes at B-
FREEPORT-MCMORAN: Prices $500 Million of 7% Conv. Senior Notes
FREEPORT-MCMORAN: Board Approves New Cash Dividend Policy
GATX FINANCIAL: Fitch Concerned about Weakening Credit Profile

GEMSTAR-TV GUIDE: Settles Issues with US Department of Justice
GENTEK INC: Court Sets DIP Financing Hearing for February 18
GENUITY: Wants Court to Compel Deutsche Bank to Produce Papers
GLOBAL CROSSING: Seeks Authority to Pay Foley & Lardner's Fees
GLOBAL INDUSTRIAL: Pa. Court Fixes Feb. 28 as Claims Bar Date

GLOBALSTAR: New Valley Terminates $55 Million DIP Financing Pact
GROUP MANAGEMENT: Distributing Dividend on February 24, 2003
HANOVER COMPRESSOR: Amends Revolver and Other Lease Agreements
HAYES LEMMERZ: Reaches Agreement on Plan of Reorganization
INTEGRATED HEALTH: Gets Okay to Divest Seattle Nursing Facility

INTEGRATED TELECOM: Tinkering with Disclosure Statement
J. CREW GROUP: Hires Mickey Drexler as New Chairman & CEO
J.L. FRENCH: S&P Raises Junk Ratings to B Following Refinancing
KASPER ASL: Brings-In Solomon as Special Committee's Advisors
KENTUCKY ELECTRIC: Files for Chapter 11 Protection in Kentucky

KENTUCKY ELECTRIC: Case Summary & 20 Largest Unsec. Creditors
LEHMAN: Fitch Drops Class B-1 & M-2 Securities Ratings to CCC/B
LERNOUT & HAUSPIE: Obtains Court Nod for CFSB Dispute Settlement
LUMENON: CCAA Protection Extended to March 6
LUMEMON INNOVATIVE: Case Summary & Largest Unsecured Creditors

MAGNESIUM CORP: Court Fixes Feb. 18 as Admin. Claims Bar Date
MITEC TELECOM: Wins C$8-Million Contract with a Network Provider
MORGAN STANLEY: Fitch Rates 6 Note Classes at Low-B Levels
MRS. FIELDS': Inks Amended & Restated Loan Pact with Foothill
MTS INC: Drops KPMG & Brings-In PwC as New Independent Auditors

NATIONAL CENTURY: Reaches Accord with Lincoln & Sun Capital
NATIONAL STEEL: Judge Squires Approves Settlement with Comerica
NAVISITE INC: Acquires Avasta Inc. via Merger with Subsidiary
ON SEMICONDUCTOR: Dec. 31 Net Capital Deficit Widens to $662MM
PRIME GROUP: Bolts from Northland Capital Recapitalization Talks

REGUS BUSINESS: Engages Slaughter as Special English Counsel
RITE AID CORP: Caps Price of 9.5% Senior Secured Notes Offering
ROWECOM INC: EBSCO On Schedule to Acquire Worldwide Operations
SAUGEEN TELECABLE: Ontario Court Appoints PwC as Receiver
SPX CORP: Strong Performance Spurs S&P to Keep Watch on Ratings

SR TELECOM: Reaches Debt Restructuring Pact with Unit's Lenders
TEREX CORP: Will Publish Year-End 2002 Results on February 19
UNITED AIRLINES: Committee Turns to KPMG for Accounting Advice
UNIVANCE TELECOMMS: Hires Jessop & Company for Legal Services
US AIRWAYS: Pulls Plug on Orlando Airport Lease Agreement

WESTAR ENERGY: S&P Affirms & Removes Ratings from Watch Negative
WORLDCOM INC: Seeks Approval of California Settlement Agreement
WORLDWIDE MEDICAL: Files for Chapter 11 Protection in Delaware
WORLDWIDE MEDICAL: Case Summary & 20 Largest Unsec. Creditors
WYNDHAM INT'L: Fourth Quarter Net Loss Plunges to $37 Million

* Darwell, Mulcahy and Clark Join Sheppard Mullin as Partners

* BOND PRICING: For the week of February 10 - 14, 2003

                          *********

ADVANCED LIGHTING: Receives Court Approval of First Day Motions
---------------------------------------------------------------
Advanced Lighting Technologies, Inc., (OTCBB:ADLT) announced
that the US Bankruptcy Court for the Northern District of
Illinois, Eastern Division approved all of the company's first
day motions, which are intended to support its customers,
employees, and other business partners; and to operate its
business in the ordinary course.

ADLT's financial and operational stability going forward were
enhanced through the granting of the following motions: payment
of certain accrued pre-petition and post-petition wages,
salaries, benefits, and business expenses; authority to honor
customer programs including warranties and rebates both pre and
post-petition; the ability to pay certain pre-petition claims of
critical vendors; and authority for the use of cash to pay post-
petition vendor obligations.

Wayne R. Hellman, Chairman and CEO of ADLT, said, "The prompt
approval of our 'first day orders' is a great first step in
ensuring our ability to emerge from Chapter 11 without
disruption to our operations. Our ability to maintain our
progress in delivering strong operating results while we
restructure our relationships with our senior lender and our
bondholders is critical to maintaining the performance that we
have demonstrated we are capable of on the operating front."

The case has been assigned to the Honorable Bankruptcy Judge
Squires. Information regarding the filings in this case is
available on the court's Web site. ADLT's case is filed under
case numbers 03-05255 through 03-05261.

Advanced Lighting Technologies, Inc., is an innovation-driven
designer, manufacturer and marketer of metal halide lighting
products, including materials, system components, systems and
equipment. The Company also develops, manufactures and markets
passive optical telecommunications devices, components and
equipment based on the optical coating technology of its wholly
owned subsidiary, Deposition Sciences, Inc.


ADVANCED LIGHTING: Court Approves Access to DIP Financing
---------------------------------------------------------
Advanced Lighting Technologies, Inc., (OTCBB:ADLT) announced
that the US Bankruptcy Court for the Northern District of
Illinois, Eastern Division approved the company's request for
authority to obtain post petition financing. This ruling gives
ADLT access to additional availability through its existing bank
group led by PNC Bank in addition to the senior facility in
place prior to the filing.

The DIP facility is available immediately to supplement ADLT's
existing capital and to help the company fulfill obligations
associated with operating its business including payments to
suppliers for goods and services provided on or after the filing
date of February 5, 2003.

The case has been assigned to the Honorable Bankruptcy Judge
Squires. Information regarding the filings in this case is
available on the court's Web site. ADLT's case is filed under
case numbers 03-05255 through 03-05261.

Advanced Lighting Technologies, Inc., is an innovation-driven
designer, manufacturer and marketer of metal halide lighting
products, including materials, system components, systems and
equipment. The Company also develops, manufactures and markets
passive optical telecommunications devices, components and
equipment based on the optical coating technology of its wholly
owned subsidiary, Deposition Sciences, Inc.


AES CORP: Hosting Q4 & 2002 Earnings Conference Call on Thursday
----------------------------------------------------------------
The AES Corporation (NYSE:AES) will provide a live and recorded
webcast of its conference call dated Thursday, February 13,
2003.

The call will be available online at http://www.aes.comunder
the Investor Relations section. The live webcast will begin at
9:00 am (Eastern Time) on Thursday, February 13, 2003, with the
replay beginning shortly after the completion of the live call.
The replay will be available until 6:00 pm on Friday,
February 21, 2003.

Also, a telephonic replay of the call will be available from
approx. 11:30 am on Thursday, February 13, until 6:00 pm on
Friday, February 21 (Eastern Time). Please dial (800) 633 8284.
The system will ask for a reservation number, please enter
21100497 followed by the pound key #.  International callers
should dial (402) 977 9140.

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

The company's generating assets include interests in 176
facilities totaling over 60 gigawatts of capacity, in 33
countries. AES's electricity distribution network sells 108,000
gigawatt hours per year to over 16 million end-use customers.

For more general information visit http://www.aes.comor contact
investor relations at investing@aes.com

AES Corp., reported a working capital deficit of about $3
billion as of September 30, 2002.  AES' Sept. 30 balance sheet
shows that shareholder equity's dwindled to $2.4 billion and
total liabilities top $32 billion.

AES Corporation's 10.250% bond due 2006 (AES06USR1), DebtTraders
says, are trading at 46 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AES06USR1for
real-time bond pricing.


AIR CANADA: Plans to Sell Stakes in Technical Services Division
---------------------------------------------------------------
Air Canada announced initiatives to further develop several of
its operating units as stand alone businesses with the objective
of driving new revenue opportunities and attracting investment
from financial and strategic partners. Air Canada intends to
sell up to a 49 per cent interest in Air Canada Technical
Services as well as a significant stake in Airport Ground
Handling Services, a stand alone subsidiary to be created from
the airline's current airport ground handling operations. Air
Canada is also considering the sale of Air Canada Jazz, its
wholly owned regional carrier and will convert Air Canada Cargo
to a stand alone subsidiary, although no sale process for the
cargo unit is being undertaken at this time.

"There are tremendous opportunities for profitable growth in
certain Air Canada operations which, while related to our
traditional airline business, can best grow into global industry
leaders as stand alone units," said Calin Rovinescu, Executive
Vice President, Corporate Development and Strategy. "As with our
recently announced new partnership in Aeroplan, we have high
expectations for the growth and success of these businesses
operated under separate management with an improved focus on
operational, financial and capital requirements. This, in turn,
will enable a cost structure competitive within each specific
sector on a global basis."

Effective immediately, Air Canada is commencing a formal sale
process to sell up to a 49 per cent interest in ACTS and has
engaged financial advisors to coordinate the sale process. Air
Canada's maintenance division provides maintenance, engineering,
repair, material and supply chain management to support Air
Canada's mainline fleet of more than 220 aircraft, as well as
other airline customers, in five maintenance categories:
airframes, engines, components, line and aircraft cabins. The
ACTS division of Air Canada employs approximately 8,000 staff
with six major Canadian maintenance base centers located in
Halifax, Montreal, Toronto, Winnipeg, Calgary and Vancouver.

Air Canada also intends to sell a significant stake in its
Airport Ground Handling Services business once it is constituted
as a stand alone entity and has commenced preliminary
discussions with several strategic partners in this regard. Air
Canada's ground handling operations provide customer check-in,
ticketing, baggage handling, ground equipment service and
aircraft ramp handling. Air Canada employs approximately 8,500
staff in Canada, the U.S., Europe and Asia to handle ground
handling responsibilities.

Air Canada Cargo provides a full range of airport to airport
cargo products and services across the Air Canada network. Main
hubs include Vancouver, Toronto, Montreal, Chicago, London and
Frankfurt. The Air Canada Cargo division of the company employs
approximately 1,700 people in its worldwide operations.

Additionally, Air Canada is reviewing alternatives with respect
to Air Canada Jazz, its wholly owned subsidiary serving regional
markets, including the possibility of a sale of up to 100 per
cent of the carrier. Air Canada Jazz provides scheduled service
to over 75 destinations in Canada and the U.S. with a fleet of
British Aerospace 146, Dash 8-300/100 and Bombardier CRJ
aircraft and employs approximately 4000 full time employees.


AIR CANADA: December Balance Sheet Upside-Down by C$2 Billion
-------------------------------------------------------------
Air Canada's preliminary, unaudited results for the year 2002
reflect an operating loss of C$218 million, representing a C$513
million improvement from 2001. (All monetary figures are in
Canadian dollars unless specified otherwise). Removing non-
recurring labor expenses of $26 million recorded in 2002, the
adjusted (a) operating loss of $192 million improved $539
million from 2001. For the year, the preliminary, unaudited net
loss amounted to $428 million or $3.56 per share, representing
an $887 million improvement from 2001. Loss before foreign
exchange on long-term monetary items and income taxes amounted
to $384 million, $581 million better than the prior year.

For the quarter ended December 31, 2002, the Corporation
reported a preliminary, unaudited operating loss of $288
million, a $20 million improvement from the 2001 quarter.
Removing non-recurring labour expenses of $26 million recorded
in 2002, the adjusted operating loss of $262 million improved
$46 million from the prior year. Loss before foreign exchange on
long-term monetary items and income taxes was $359 million. The
preliminary, unaudited net loss for the quarter amounted to $364
million or $3.02 per share compared to a net loss of $277
million or $2.31 per share in 2001.

Air Canada is releasing preliminary, unaudited results for the
fourth quarter and year 2002. In light of the increased economic
uncertainty regarding the airline industry, the potential for
conflict in Iraq and significant increases in fuel prices, the
Corporation is completing a review of the carrying value of its
future income tax asset. This review may result in a tax
valuation allowance being recorded to reduce the value of the
Mainline carrier's future income tax asset by an amount ranging
from zero to $400 million from its current carrying value of
$400 million. Any such allowance would increase the provision
for income taxes and the net loss for the period by the amount
of the tax valuation allowance. On the consolidated statement of
financial position, any such allowance would also reduce the
value of the future income tax asset and increase the deficit.
Any such tax valuation allowance would result in an unrecognized
tax benefit that would be available for use in the future. The
allowance would, however, have no impact on Air Canada's cash
position or operating results. Air Canada expects that its
financial statements for the fourth quarter and audited
financial statements for the year 2002 will be finalized prior
to the end of the first quarter of 2003. All results reported
and discussed in this release are presented on a preliminary and
unaudited basis.

A number of non-recurring or significant items were recorded in
both 2001 and 2002. Please refer to Attachments One and Two for
a summary of non-recurring or other significant items and a
reconciliation of adjusted (non-GAAP) results to published
results.

"In a year of ongoing crisis for the airline industry, Air
Canada recorded 2002 results that continued to surpass all North
American international carriers with an over $500 million
improvement in our operating results and an $887 million
improvement in net results for the year," said Robert Milton,
President and Chief Executive Officer. "While this represents
encouraging progress under increasingly challenging
circumstances, these results clearly demonstrate that the
existing full-service network airline model is not sustainable
without continued fundamental change.

"Despite the unstable geopolitical situation, a stagnant economy
and the other challenges ahead, we can still look back with
satisfaction at our achievements in 2002 as we continued to
transform Air Canada to compete in a changed industry
environment. As anticipated at the start of the year, the
company achieved profits in the two seasonally stronger quarters
and, in the final analysis, was the only major full-service
North American network carrier to do so," said Mr. Milton.

                    2002 ACHIEVEMENTS

Increased participation and more effective competition in the
low fare market

    -  Tango, the airline's low fare, no frills, separately
       branded service expanded to include service to up to 21
       Canadian cities during peak summer demand and ZIP, Air
       Canada's independently operated low fare carrier was
       launched in September. Twenty per cent of Air Canada's
       domestic capacity has been transferred to the rapidly
       growing low fare sector.


    Ongoing cost reductions

    -  REDUCTION OF DISTRIBUTION COSTS through increased use of
       online bookings, decreased use of global distribution
       systems and restructuring of travel agent commissions on
       tickets booked in North America. Air Canada became the
       first full service carrier to move to exclusively
       electronic ticketing for domestic markets in 2003.

    -  CONTINUATION OF SEAT RECONFIGURATION PROGRAM to add
       capacity at little additional cost while maintaining
       industry leading seating pitch standards. This program,
       begun in 2001, has added economy class seating and
       reduced business class seating on Airbus A320, A319 and
       Boeing 737 aircraft and added economy class seating on
       Boeing 767 aircraft in response to a decrease in business
       travel demand.

    -  CONTINUATION OF A FLEET MODERNIZATION PROGRAM to save on
       fuel, maintenance and training costs.  Air Canada
       permanently retired or parked 12 of its oldest Boeing 737
       aircraft and the entire DC-9 and F28 fleet while
       expanding the modern, highly efficient Airbus fleet.

    -  LAUNCH OF SIX SIGMA PROGRAM to improve processes,
       efficiency and eliminate waste throughout the company.
       Almost $100 million of savings has been identified from
       129 projects begun in 2002.

          Further advanced strategy to enhance value
           of core assets and ancillary operations

Air Canada further advanced its strategy of creating new profit
centers to increase the focus on certain key ancillary
profitable operations and illuminate shareholder value as
follows:

    -  Creation of Air Canada Technical Services (ACTS) as a
       separate corporate entity with $230 million in future
       contracts awarded to the ACTS business in 2002 for
       third party maintenance, repair and overhaul work. Air
       Canada announced today its intent to solicit expressions
       of interest for the sale of a significant interest in
       ACTS.

    -  Launch of aeroplan.com and introduction of online
       redemption, a key element of ongoing growth and
       development at Aeroplan. The value of the Air Canada
       franchise and Aeroplan as one of the airline's core
       assets was confirmed early in 2003 with the announcement
       of an agreement to sell a 35 per cent stake in this
       subsidiary for $245 million, subject to closing
       conditions.

    -  EXPANSION OF destina.ca, Air Canada's wholly owned online
       travel site. Destina.ca expanded its partner programs and
       web capabilities in 2002 and now ranks second in market
       share for air bookings in Canada.

    -  RELOCATION OF AIR CANADA CARGO to a new and expanded
       Toronto facility to position operations for future growth
       at the airline's busiest hub.

    -  IMPLEMENTATION OF A CAPACITY-PURCHASE MODEL FOR AIR
       CANADA JAZZ on a transitional basis, for improved
       efficiencies and cost reductions.

    -  EXPANSION OF AIR CANADA VACATIONS (ACV) with a capacity
       increase of more than 40 per cent year over year. ACV now
       offers departures from 10 Canadian cities to more than 30
       sun destinations.

    Customer Service

    -  Air Canada's customer service excellence was recognized
       with two Official Airline Guide (OAG) Awards; Air Canada
       and Aeroplan were voted Best Airline in North America and
       Best Frequent Flyer Program respectively.

    -  The introduction of an upgraded Executive First service
       allowed Air Canada to continue competing effectively for
       premium customers on key international routes.

"While we can be proud of what we have achieved, we still have
far to go," said Mr. Milton. "The fourth quarter, always
challenging due to seasonally weaker demand, confirmed that
revenue trends and market dynamics have changed irreversibly.
The new year is off to a rough start with the overhanging threat
of war and escalating fuel prices.

"In Canada, we're continuing to see growth in competitive
capacity from low cost carriers in a flat market. There is still
no sign of recovery in the regional market with Air Canada Jazz
recording a clearly unsustainable operating loss of almost $90
million in the past year due to a decline in demand on short
haul routes, rising costs and the crippling effect of surcharges
and fees on fares.

"U.S. carriers have significantly increased their mainline
capacity and their feeder networks have added low-cost regional
jet capacity in a transborder market that has remained weak.

"Consumers, including business travellers, are buying down and
this trend is permanent. Rapidly growing online booking trends
have made the complex pricing structures of network carriers
based on yield management systems outdated. In addition,
uncontrollable costs such as fuel, government-mandated fees and
airport charges continue to rise.

"While we have made progress in all areas of controllable costs,
the changed revenue environment means that much more must be
done. Inefficiencies in all areas of our operation must be
eliminated, including those resulting from outdated work rules
agreed upon in the past when the world was different.
Fundamental change is required immediately as it is increasingly
clear that the industry as we knew it has permanently changed.

"As we did with our early recognition of the low fare travel
phenomenon with the start-up of Tango and ZIP, we intend to stay
ahead of the curve and lead this change with the collaboration
of our employees and their unions.

"Major U.S. carriers have already cut wages, reduced staff and
taken other measures to survive. Air Canada's salaries and
benefits represent 31 per cent of our operating costs - over $3
billion annually - and we too must do things differently and
take additional measures. To this end, talks have already
started today with leaders of our unions to address the new
reality and to discuss ways in which we can achieve a labour
cost reduction in the range of $650 million annually.

"Our recent announcement with respect to the agreement to sell
an equity interest in Aeroplan confirmed the value of the Air
Canada franchise. Consistent with our ongoing strategy to create
new profit centers within the corporation to highlight the value
of our core assets, we are announcing [Thurs]day the
commencement of a process for the sale of a significant interest
in Air Canada Technical Services and in a soon-to-be-constituted
Airport Ground Handling Services subsidiary.

"We will continue to monitor our liquidity requirements and
assess various financing transactions and initiatives with the
objective of ensuring our liquidity needs are addressed.

"While the challenges ahead may be considered formidable by
some, they are surmountable. My confidence in Air Canada's
ability to not only survive but thrive is based on the progress
we have made last year coupled with the proven resourcefulness
and tenacity of our employees and the support and loyalty of our
customers. We will weather the current storm with ongoing cost
reductions, revenue maximization initiatives and product
innovation, while delivering the best possible care and
uncompromising safety to our customers," Mr. Milton concluded.

Removing non-recurring or other significant items described in
Attachments One and Two, the year 2002 adjusted (a) loss before
foreign exchange on long-term monetary items and income taxes
would have amounted to $397 million, a $640 million improvement
from the adjusted 2001 loss of $1,037 million. For the fourth
quarter of 2002, the adjusted loss of $314 million, before
foreign exchange and income taxes, improved $50 million from the
adjusted fourth quarter 2001 result.

     FOURTH QUARTER RESULTS (PRELIMINARY AND UNAUDITED)

Fourth quarter 2002 consolidated passenger revenues were up $101
million or 6 per cent on a 3 per cent increase to available seat
mile capacity compared to the fourth quarter of 2001. Passenger
revenues at the Mainline carrier increased $115 million or 8 per
cent. Consolidated passenger traffic grew 5 per cent and system
load factor at 70.0 per cent improved 1.2 percentage points.
Passenger yield per revenue passenger mile increased 1 per cent.
As a result, passenger revenue per available seat mile was
up 2 per cent (Mainline system RASM was up 3 per cent) from the
fourth quarter of 2001.

For the 2002 quarter, consolidated domestic passenger revenues
were down $21 million or 3 per cent on a 2 per cent increase to
ASM capacity compared to the prior year. Domestic passenger
traffic declined 3 per cent while yield per RPM improved 1 per
cent. With lower load factors, consolidated domestic RASM
decreased 5 per cent from the fourth quarter of 2001. Domestic
passenger revenues at Mainline, including Tango and Zip,
increased $3 million for the quarter but experienced weakness in
the latter part of the year. For the quarter, Mainline domestic
ASMs were up 5 per cent from the prior year but capacity growth
was scaled back by December. With increased competition and
lower load factors, Mainline RASM decreased 4 per cent compared
to the fourth quarter of 2001. Domestic revenues at Air Canada
Jazz declined $24 million or 13 per cent from the 2001 quarter
due in part to capacity reductions and continuing traffic
weakness in short-haul markets.

Consolidated US transborder passenger revenues were $34 million
or 8 per cent above the fourth quarter of 2001 on a 1 per cent
increase to ASM capacity. US transborder RASM increased 6 per
cent (an increase of 5 per cent for the Mainline carrier).

Other international passenger revenues grew $88 million or 18
per cent on a 6 per cent increase to ASM capacity. Load factor
on these routes improved 4 percentage points and RASM grew by 12
per cent. Atlantic revenues rose 16 per cent on an ASM capacity
increase of 5 per cent. Pacific revenues grew by 31 per cent on
5 per cent greater ASM capacity. South Pacific, Caribbean,
Mexico and South America revenues were up 5 per cent.

Cargo revenues were $7 million or 5 per cent above fourth
quarter 2001 levels. Other revenues increased $18 million or 8
per cent, mainly as a result of increased revenues from Aeroplan
and Air Canada Vacations.

For the quarter, total operating revenues increased $126 million
or 6 per cent from the prior year.

OPERATING EXPENSES

Consolidated operating expenses, including non-recurring labor
expenses, rose $106 million or 4 per cent from the fourth
quarter of 2001 on a 3 per cent increase to ASM capacity. Non-
recurring labour expenses of $26 million were recorded in 2002
representing payments which will be made over three years for
the completion of a collective agreement allowing the
integration of Air Canada and former Canadian Airlines flight
attendants. This agreement concludes the integration of Air
Canada and Canadian Airlines. Removing non-recurring labor
expenses, adjusted operating expenses rose $80 million or 3
per cent.

Salary and wage expense was up $32 million or 5 per cent from
last year. Full-time equivalent employees increased by
approximately 500 personnel or 1 per cent compared to the fourth
quarter of 2001 which was down by over 5,600 FTE employees from
the 2000 quarter. Most of the 2002 employee growth was in the
area of aircraft maintenance services. In 2002, Air Canada
adopted the fair value method to account for employee stock
options. This expense has been included in salaries and wages.
Employee benefits expense increased $46 million. In the fourth
quarter of 2001, a favorable adjustment relating to pension and
employee future benefit expenses reduced employee benefits
expense by $43 million. Fuel expense was down $7 million or 2
per cent despite higher base fuel prices. Fuel hedging gains
amounted to $12 million in 2002, a $43 million improvement from
the prior year. Commission expense decreased $15 million or 16
per cent largely as a result of the elimination of North
American base commissions in the spring of 2002. Airport and
navigation fees rose $15 million or 9 per cent due mostly to
higher airport charges. Aircraft rent expense rose $24 million
or 9 per cent. Of this increase, approximately $13 million was
due to sale/leaseback transactions completed on existing fleet
to increase liquidity and $11 million was due principally to new
deliveries of leased aircraft, net of retirements. Depreciation
expense was down $7 million due largely to sale and leaseback
transactions and the retirement of owned aircraft. The Other
expense category decreased $6 million or 1 per cent with
reductions recorded in information technology, workers'
compensation expense and other areas partially offset by higher
costs for insurance, third party customer materials and various
other expense categories.

Air Canada continued to achieve year-over-year improvements in
productivity although at a slower rate than in the previous
quarters of 2002. In the fourth quarter of 2002, Mainline
employee productivity, as measured by ASMs per full time
equivalent employee, improved 2 per cent. This reflected the
significant employee reductions which were recorded in the
fourth quarter of 2001 as well as increased economy seating on
many aircraft types in 2002. Fuel productivity, as measured by
ASMs per liter of fuel consumed, improved 5 per cent due to the
increased use of newer and more fuel efficient aircraft and a
greater number of economy seats on many aircraft types. Unit
cost, as measured by operating expense per ASM, was 1 per cent
below the fourth quarter of 2001 for the Mainline-related
operations, excluding non-recurring labor expenses. Operating
expense, net of cargo and other non-ASM revenues per ASM, also
declined 1 per cent.

       YEAR-TO-DATE RESULTS  (PRELIMINARY AND UNAUDITED)

For the year ended December 31, 2002, the Corporation recorded a
consolidated operating loss of $218 million, a $513 million
improvement from 2001. Included in this result were Jazz
regional airline operations which had an operating loss of $88
million, a $41 million deterioration from 2001. Consolidated
loss before foreign exchange on long-term monetary items and
income taxes was $384 million, a $581 million improvement from
the prior year. Net loss for 2002 was $428 million or $3.56 per
share with an income tax recovery of $16 million compared to a
net loss of $1,315 million or $10.95 per share with an income
tax provision of $330 million in 2001.

Removing non-recurring labor expenses of $26 million, the
adjusted operating loss was $192 million, a $539 million
improvement from 2001. Removing non-recurring or other
significant items as described in Attachment Two, the year 2002
would have produced an adjusted loss before foreign exchange on
long-term monetary items and income taxes of $397 million, an
improvement of $640 million from the similarly adjusted loss of
$1,037 million in 2001.

On a year-to-date basis, cash flows from operations improved
$977 million mainly as a result of better operating results,
reduced integration-related payments, the recovery of deposits
on leased aircraft and lower use of cash for aircraft lease
payments in excess of rent expense.

At December 31, 2002, Air Canada reported a working capital
deficit topping $821 million and a total shareholders equity
deficit of about $1.8 billion.

DebtTraders reports that Air Canada's 10.250% bonds due 2011
(AC11CAR1) are trading at 54 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AC11CAR1for
real-time bond pricing.


AIRTRAN AIRWAYS: Enters into Additional Fuel Hedging Agreements
---------------------------------------------------------------
AirTran Airways Inc., a subsidiary of AirTran Holdings, Inc.
(NYSE:AAI), entered into fixed-price jet fuel contracts for an
additional 35 percent of its estimated fuel consumption needs
for February through April 2003 at a price no higher than $1.10
per gallon, which includes transportation, taxes, and into-plane
fees.

When combined with current hedge positions, AirTran Airways will
have fixed-price contracts on more than 80 percent of its
estimated fuel needs for March and April 2003. The company now
has fixed-price contracts on more than 70 percent of its
estimated fuel needs for the first quarter of 2003 at a price no
higher than $0.97 per gallon, and more than 55 percent of its
estimated second quarter 2003 fuel needs at a price no higher
than $0.87 per gallon.

AirTran Airways is America's second-largest low-fare airline -
employing 5,000 professional Crew Members and serving 420
flights a day to 41 destinations. The airline never requires a
roundtrip purchase or Saturday night stay, and offers an
affordable Business Class, assigned seating, easy online booking
and check-in, the A-Plus Rewards frequent flier program, and the
A2B corporate travel program. AirTran Airways also is a
subsidiary of AirTran Holdings, Inc., (NYSE:AAI), and the
world's largest operator of the Boeing 717, the most modern,
environmentally friendly aircraft in its class. For more
information and reservations, visit http://www.airtran.com

As previously reported in Troubled Company Reporter, Standard &
Poor's affirmed its single-'B'-minus corporate credit ratings on
AirTran Holdings Inc., and subsidiary AirTran Airways Inc., and
removed all ratings from CreditWatch, citing the airline's
relatively good operating performance amid difficult industry
conditions. The ratings were placed on CreditWatch on
September 13, 2001. Approximately $166 million of rated debt is
affected. The outlook is negative.

"Ratings have been affirmed and removed from CreditWatch due to
AirTran's relatively good operating performance, within an
industry that continues to incur massive losses," said Standard
& Poor's credit analyst Betsy Snyder.


AMERCO: Continues Suspension of Quarterly Preferred Dividend
------------------------------------------------------------
AMERCO (Nasdaq: UHAL), the parent company of U-Haul
International, Inc., will defer the Series A 8-1/2% Preferred
Stock quarterly dividend that is payable on March 1, 2003. This
marks the second dividend payment deferral since the Company
began a restructuring of its debt on October 15, 2002. As part
of the restructuring process, the Company is in negotiations
with financial institutions for loans equaling as much as $650
million. It is anticipated that part of the proceeds of the new
loans will replace certain existing debt and bring current all
preferred stock dividends.

Joe Shoen, Chairman of AMERCO, stated, "We knew it would take
some time to accomplish the restructuring of our debt so we can
resume preferred dividends. We are working to bring this effort
to a close so that any late payments can be brought up to date."

AMERCO is the parent company of U-Haul International, Inc.,
Republic Western Insurance Company, Oxford Life Insurance
Company and Amerco Real Estate Company. U-Haul is the largest
do-it-yourself moving and storage operator in North America.

For more information about AMERCO, visit http://www.uhaul.com


AMERICAN COMMERCIAL: Seeking Court Nod to Pay Critical Vendors
--------------------------------------------------------------
American Commercial Lines LLC and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Southern District of Indiana to
allow payments of prepetition claims to critical vendors "to
preserve prepetition business relationships."  The Debtors say
that they cannot operate without the continued support of their
Critical Vendors on terms consistent with prior business
practices.  These Critical Vendors provide a variety of
essential goods, leases and services and have irreplaceable
institutional knowledge of the Debtors' complex financial
structure and servicing role.

The Debtors are in the process of identifying their Critical
Vendors and estimate Critical Vendor Claims total $17,000,000 to
$42,000,000.

The Critical Vendors provide goods, leases and perform services
that are essential to the Debtors' ability to provide its marine
transportation, boat construction, and related services.

There are certain Critical Vendors that provide the company with
cargo services which may go out of business if they are not paid
some portion of the prepetition debt owed them.  If this
happens, the Debtors have no short term alternative to replace
those services.  The Debtor's customers, in turn, would look
elsewhere for barge services.

Also, some of the Critical Vendors are also customers of Debtor.
Paying prepetition debt to certain of those customers is
important to sustaining those customer relationships and helping
to ensure that certain of the customers pay existing accounts
receivable balances and do not seek to exercise any offset
rights by withholding payment.

Additionally, the Debtors employ an integrated accounts payable
system for which American Commercial Barge Line LLC operates a
central processing system of invoices and accounts payable for
goods and services provided by vendors on behalf of certain of
its non-debtor affiliates.  ACBL processes payments on account
of non-debtor subsidiaries and affiliates, and either charges
against the applicable non-debtor's account directly or logs
such invoice as an intercompany obligation.  The Debtors process
payments per week range from $3,000,000 to $7,000,000 on account
of operations for all of its subsidiaries and affiliates.  The
Debtors estimate that as of the Petition Date, there will be
approximately $140,000 in Non-Debtor Vendor Claims in the
Debtors' accounts-payable pipeline, based on average weekly
payments.

The Debtors relate that they deal with thousands of vendors on a
daily basis. The interruption of the flow of payment to any
vendor who provides critical goods or services would be
devastating, not only to the Debtors, but also to their non-
debtor subsidiaries that don't have the same protections
afforded by the automatic stay.  Under these circumstances, the
Debtors believe that it is essential to pay the Critical Vendor
Claims and Non-Debtor Vendor Claims to ensure that the goods and
services and lease arrangements continue to be supplied without
interruption on a postpetition basis.

The Critical Vendor Payment Cap represents approximately 40% of
the Debtors' estimate of aggregate prepetition unsecured claims,
which totals approximately $42,000,000. To minimize the amount
of payments required, the Debtors request authority to designate
the identity of Critical Vendors in the ordinary course of their
businesses. Designating the Critical Vendors now would likely
cause such vendors to demand payment in full.  The Debtors
propose to pay the claims of each Critical Vendor who agrees to
continue to supply goods and services to them.

American Commercial Lines LLC, an integrated marine
transportation and service company, filed for chapter 11
protection on January 31, 2003 (Bankr. Ind. Case No. 03-90305).
Bewley, Suzette E., Esq., at Baker & Daniels represents the
Debtors in their restructuring efforts.  As of September 27,
2002, the Debtors listed total assets of $838,878,000 and total
debts of $770,217,000.


AMERICAN MEDIA: Reports Improved Operating Third Quarter Results
----------------------------------------------------------------
American Media, Inc., announced results for the third quarter
and nine months ended December 23, 2002.

Revenues for the December 2002 fiscal quarter were $90,670,000
compared to $88,211,000 for the prior year quarter. Overall
revenues increased $2.5 million or 2.8% from the prior year's
comparable fiscal quarter. This increase was due to higher cover
prices and an additional number of expanded issues for our
tabloids during the current fiscal quarter versus the prior
year. These increases were offset by a reduction in unit sales
for our tabloids of 6.5%. These unit declines were in line with
overall market conditions.

EBITDA (net income (loss) before interest expense, income taxes,
depreciation and amortization, other income, loss on insurance
settlement and temporary rent expense of $199,000) for the
December 2002 fiscal quarter increased to $33,699,000 versus
$32,070,000 in the prior year as a result of the higher revenue
as discussed above.

Net income was $6,915,000 for the December 2002 fiscal quarter
compared to a net loss of $4,053,000 in the prior year fiscal
quarter. The increase in net income was due to the elimination
of the amortization of goodwill and certain intangibles due to
our adoption of SFAS No. 142 during the current fiscal year and
increased EBITDA.

Revenues for the nine months ended December 23, 2002 were
$271,585,000 compared to $274,551,000 for the prior year period.
Overall revenues declined $3.0 million (1.1%) primarily due to a
5.4% decline in unit sales for the tabloids we believe, in part,
due to the anthrax incident last October. Advertising revenues
increased 1.8%, from $29.2 million to $29.7 million, despite a
continued weak industry wide advertising climate. For the nine
months ended December 2002 versus the prior year period, the
National Enquirer and Star are up 18% in pages, while the
industry is down 7%. EBITDA (net income (loss) before
extraordinary charges, interest expense, income taxes,
depreciation and amortization, other income, loss on insurance
settlement and temporary rent expense of $580,000) for the nine-
month period was $99,714,000 versus $97,927,000 in the prior
period.

Net income was $22,953,000 for the nine months ended
December 23, 2002 compared to a net loss of $13,158,000 in the
prior year period. This increase in net income was due to the
elimination of the amortization of goodwill and certain
intangibles due to our adoption of SFAS No. 142 during the
current fiscal year, lower interest expense and a reduction in
variable operating expenses.

David J. Pecker, American Media's Chairman, President and CEO
said, "We are pleased with our results of $33.7 million and
$99.7 million of EBITDA for the three and nine months ended
December 23, 2002, which is an improvement over the prior year,
considering the continued difficult economic environment for the
publishing industry in terms of both advertising and
circulation."

On January 23, 2003, we completed our acquisition of Weider
Publications, LLC, a privately held company controlled by Weider
Health and Fitness, for approximately $350 million. The
transaction has been structured to allow for a significant step-
up in the assets for tax purposes that will provide significant
incremental cash flow benefits on an after-tax basis.

"With the acquisition of Weider," Mr. Pecker commented, "AMI
will dramatically expand our consumer magazine division and
transform itself into a major media company with a better
balanced portfolio of revenues between circulation and
advertising. Today, from celebrity journalism to country music,
we have the #1 market share in all of our targeted publication
categories, and the Weider acquisition gives us this same
preeminence in the health & fitness industries."

Weider Publications is comprised of seven magazines, each a
leader in their respective categories of the health & fitness
market, and represents more than 60 years of brand equity. These
properties include:

     -- Muscle & Fitness, Flex, Muscle & Fitness Hers and Men's
        Fitness -- these titles make up the Weider Enthusiast
        Group and are the dominant magazines for serious fitness
        enthusiasts, both male & female. Total readership is
        more than 15 million.

     -- Shape, Fit Pregnancy and Natural Health -- these titles
        make up the Weider Active Lifestyle Group and are
        leading titles in the women's active lifestyle, pre &
        post natal fitness and self-care categories. These
        titles have a readership in excess of 8 million, with
        Shape the market leader in both circulation and
        advertising.

The company has multiple international editions of its titles
and multi-media properties that complement them. It also has a
significant presence in event marketing through its sponsorship
of the Mr. and Ms. Olympia contests and other competitions
sanctioned by the International Federation of Body Builders, as
well as other non-publishing related fitness enterprises.

American Media Operations, Inc., owns and publishes the National
Enquirer, Star, Weekly World News, Globe, National Examiner,
Sun, Country Weekly, Country Music Magazine, MIRA!, Auto World
Magazine, and as a result of the Weider Acquisition, now owns
and publishes Muscle & Fitness, Shape, Men's Fitness, Muscle &
Fitness Hers, Flex, Fit Pregnancy and Natural Health. AMI also
owns Distribution Services, Inc., the leading in-store
supermarket and drugstore newspaper and magazine distribution
company.

Evercore Partners, based in New York and Los Angeles, makes
private equity investments through its Evercore Capital Partners
affiliate and venture investments through its Evercore Ventures
affiliate. Evercore also provides strategic, financial and
restructuring advisory services. Evercore Capital Partners'
investments include: American Media, Vertis, Resources
Connection, Energy Partners, Continental Energy Services and
Telenet. Ventures investments include Boingo, Panasas, USBX and
Atheros. Recent advisory work includes advising Readers' Digest
on its recapitalization and General Mills on its acquisition of
Pillsbury from Diageo plc.

As reported in Troubled Company Reporter's January 9, 2003
edition, Standard & Poor's affirmed its 'B+' corporate credit
rating for publisher American Media Operations Inc., following
the company's acquisition of Weider Publications LLC for $350
million.

In addition, Standard & Poor's assigned its 'B+' senior secured
rating to American Media Operations Inc.'s $140 million tranche
C-1 term loan, and 'B-' rating to the company's $150 million
subordinated notes due 2011. The Boca Raton, Florida-based
company has pro forma total debt of $1.02 billion as of
September 23, 2002. The outlook is stable.


AMF BOWLING: Talking to Greenhill & Co. about a Potential Sale
--------------------------------------------------------------
AMF Bowling Worldwide's talking to Greenhill & Company, Andrew
Ross Sorkin at The New York Times reports, about finding a
buyer.  AMF's four largest investors -- Farallon Capital;
Angelo, Gordon & Company; Satellite Asset Management; and
Oaktree Capital Management -- reportedly want to monetize
their investment and hope to fetch as much as $700 million in
cash for shareholders.

AMF is the world's largest bowling company, owns or operates
nearly 400 bowling centers in the U.S. and 100 overseas.  AMF
filed for chapter 11 protection on July 2, 2001, in Richmond,
Virginia, and emerged from chapter 11 in March 2002.  That
chapter 11 restructuring shaved hundreds of millions of dollars
of debt from AMF's balance sheet.  Under the confirmed chapter
11 plan, the company's prepetition senior secured lenders
swapped approximately $620 million in claims for a basket of
goodies including a 92% equity stake in the Reorganized Company,
$150 million of new subordinated notes, and some cash.
Unsecured creditors received a 7% slice of the new common stock
and warrants giving them the right to purchase additional
shares.

Unnamed analysts tell Mr. Ross that AMF has cash flow of about
$125 million a year, "so buyout firms could afford to spend $600
million to $700 million and still make a tidy profit."  Others
tell Mr. Ross the way to maximize value is to break the
enterprise into smaller regional chains.


AMF BOWLING: Names John Walker New Acting CEO, Products Business
----------------------------------------------------------------
John Suddarth resigned as Chief Operating Officer of AMF Bowling
Products, Inc., a subsidiary of AMF Bowling Worldwide, Inc.,
effective February 3, 2003. Mr. Suddarth plans to pursue
personal interests.

John Walker, currently Senior Vice President of Global Sales at
AMF Bowling Products, has been appointed Acting Chief Operating
Officer of the products business and will report directly to
George Vieth, Interim Chief Executive Officer of AMF Bowling
Worldwide. Mr. Walker joined AMF Bowling Products in 1998 as
General Manager of its consumer products business which then
included all after-market supplies as well as the billiards and
bowling pin manufacturing operations. Subsequently, Mr. Walker
led the U.S. sales force of AMF Bowling Products for two and a
half years, and most recently has headed global sales and
service of AMF Bowling Products. Among other experience before
joining AMF Bowling Products, Mr. Walker held positions in
product management at Procter & Gamble and in sales at
Honeywell.

AMF Bowling Worldwide, Inc., and its direct and indirect
subsidiaries are the largest owners and operators of bowling
centers in the world. The Company also owns the Michael Jordan
Golf Company, a business formed to build and operate state-of-
the-art golf practice and teaching ranges in select U.S.
locations. AMF is also a leader in the manufacturing and
marketing of bowling products, directly or indirectly supplying
over 10,000 bowling centers worldwide. Additionally, AMF
manufactures and markets the PlayMaster, Highland and
Renaissance brands of billiards tables.  AMF filed for
bankruptcy protection on July 3, 2001 in Richmond, Virginia, and
emerged from chapter 11 in March 2002.


AMR CORP.: S&P Keeping Watch Due to Cost Cutting Initiatives
------------------------------------------------------------
AMR Corp., (BB-/Watch Neg./--) unit American Airlines Inc., (BB-
/Watch Neg./--) asked its unionized employees to accept $1.8
billion annually of permanent labor cost savings to supplement
other cost-cutting efforts and eliminate heavy losses.  Standard
& Poor's Ratings Services said its ratings on both entities
remain on CreditWatch with negative implications, where they
were placed Jan. 22, 2003.

"American's labor cost-cutting proposals, expected in the wake
of the company's ongoing heavy losses, will launch difficult
negotiations with its unions, but prospects for success are
bolstered by the sobering precedents of steep labor concessions
at bankrupt United Air Lines Inc. and US Airways Inc., and the
termination of a pension plan at the latter airline," said
Standard & Poor's credit analyst Philip Baggaley. "AMR and
American have adequate short-term liquidity, but operating cash
losses (about $5 million per day currently) and upcoming debt
maturities, plus the prospect of further financial damage from a
likely U.S.-Iraq war, indicate an urgent need for further cost
reductions," the credit analyst continued. American implied that
the alternative to agreement on these savings would be
bankruptcy and urged that a decision had to be made quickly,
though management did not suggest a specific timetable.

American's management laid out specific savings targets for each
labor group, derived by benchmarking against various other
recent airline contracts and considering the airline's financial
situation. The proposals did not indicate what combination of
pay cuts, work rule and productivity changes, and benefit
reductions would be needed, leaving that for negotiation. The
$1.8 billion of reductions are equivalent to about 22% of
the airline's 2002 labor costs, and are measured against actual
and expected 2003 costs, rather than against future scheduled
increases in pay and benefits (meaning that the percentage
reduction against expected compensation over time would be even
greater). This, plus the targeted nonlabor cost savings ($1.4
billion of which were already realized in 2002) would, if
achieved, have lowered American's operating cost per available
seat mile to about 9.4 cents in 2002, 13% below the actual level
and one of the lowest among large hub-and-spoke airlines.
Although that operating cost structure would still be higher
than those of low-cost airlines, American and similar airlines
also generate higher revenues per available seat mile
(management estimates an approximate 30% revenue premium from
its long experience in competing against Southwest Airlines
Co.).

American has historically had difficult labor relations, though
not as bad as those at United Air Lines. Further, few airlines
have achieved labor cost cuts outside of bankruptcy, with
Northwest Airlines' 1993 agreements at the edge of a threatened
Chapter 11 filing one of the few successful examples. However,
management has been in private talks with union leaders for
months, seeking to convince them of the severity of the
financial outlook. More important, the current airline
environment is materially worse than any faced historically. The
most immediately relevant recent events are the steep pay cuts
agreed or imposed on employees at United Air Lines (American's
largest competitor and most directly comparable peer),
management's proposal at United to set up a large low-cost unit
with still lower labor compensation, and the termination of the
pilot pension plan at US Airways. These examples show that the
outcome for airline employees is even worse inside Chapter 11
than that under American management's proposals. The initial
reaction from American's union leaders was cautious, indicating
a willingness to discuss sacrifices but asking for further
information and justification.

Standard & Poor's ratings on AMR and American will be reviewed
in light of the company's financial prospects and efforts to
respond to them.


ANTARES PHARMA: Reaches Agreement to Restructure Debt Financing
---------------------------------------------------------------
Antares Pharma, Inc., (Nasdaq: ANTR) has an agreement in
principal to retire its outstanding 10% convertible debentures
issued in July 2002. Under the pending agreement, the Company
will issue replacement senior secured convertible debentures
with warrants to two of the original holders of the July 2002
debentures to cover the remaining unconverted portion of those
debentures, accrued interest and a redemption payment to the
other two holders of the original debentures. The replacement
debentures will be issued with a fixed conversion price, a
longer maturity and a lower interest rate than the previous
debt. As part of the pending restructuring, the Company will
issue warrants, which are callable by the Company subject to the
achievement of certain milestones. The Company expects to have
this debt restructuring fully completed very shortly. Duncan
Capital LLC of New York is advising Antares Pharma on the debt
restructuring.

Antares Pharma develops pharmaceutical delivery systems,
including needle-free and mini-needle injector systems and
transdermal gel technologies. These delivery systems are
designed to improve both the efficiency of drug therapies and
the quality of life for patients. The Company currently
distributes its needle-free injector systems for the delivery of
insulin and growth hormone in more than 20 countries and an
estradiol transdermal patch for hormone replacement therapy. In
addition, Antares Pharma has five products under development and
is conducting ongoing research to create new products that
combine various elements of the Company's technology portfolio.
Antares Pharma has corporate headquarters in Exton,
Pennsylvania, with production and research facilities in
Minneapolis, Minnesota, and research facilities in Basel,
Switzerland.


AT&T CANADA: December Net Capital Deficit Tops C$3.5 Billion
------------------------------------------------------------
AT&T Canada Inc., Canada's largest competitor to the incumbent
telecom companies, reported financial and operating results for
the fourth quarter 2002. (All monetary figures are in Canadian
dollars unless specified otherwise).

    Q4 Financial and Operating Results
    ----------------------------------

    - Revenues for the three months ended December 31, 2002, of
      $359.6 million were consistent with third quarter 2002
      revenues of $359.9 million. Revenues from Local, Data,
      Internet, IT Services and Other, represent 62% of the
      total revenue base versus 59% in fourth quarter 2001. Long
      Distance revenues represent 38% of the revenue base down
      from 41% in the same period last year. For the twelve
      months ended December 31, 2002, revenue totaled $1,488.1
      million.

    - Local access lines in service decreased by 11,029 year
      over year, reflecting the strategic re-positioning of the
      company's local services business to focus on profitable
      local line growth. This resulted in a decline in local
      revenues of 2% from the fourth quarter of 2001. Total
      local access lines in service at December 31, 2002 were
      537,940. The percentage of these lines that are either on-
      net or on-switch is 54%, up from 50% at the end of 2001.
      Total revenue from Data and Internet declined by 5% from
      the same quarter in 2001, primarily the result of
      industry-wide weakness in enterprise and wholesale data.
      Revenue from long distance services declined by 17% from
      the same period last year, the result of a 12% reduction
      in average price per minute and a 5% decrease in minute
      volume.

    - The Company's earnings before interest, taxes,
      depreciation and amortization (EBITDA as outlined in the
      attached supplementary financial information schedule)
      totaled $80.4 million, representing an improvement of
      $46.8 million fro m the fourth quarter 2001. This increase
      was the result of a gross margin improvement of 950 basis
      points to 43.6% of revenue, which contributed $22.3
      million to the improvement in EBITDA. This increase in
      Gross Margin was due to savings from recent regulatory
      changes, including a December decision that resulted in an
      $11.7 million retroactive adjustment for the interim rate
      reduction in Digital Network Access fees, lower service
      costs from operating efficiency gains, and a change in
      product mix, offset in part by lower revenues. In
      addition, lower SG&A expenses contributed $24.4 million
      (after adjusting for the pension expense reduction in
      quarter four 2001) to the increase in EBITDA, as
      initiatives to streamline the business improved SG&A
      efficiency to 21.3% of revenue, a reduction of 430 basis
      points. For the twelve months ended December 31, 2002,
      EBITDA totaled $223.2 million, as compared to $121.0
      million for 2001.

    - Income from operations for the quarter totaled $19.5
      million, compared to a loss from operations of $59.8
      million in the fourth quarter of 2001. This $79.3 million
      improvement is due to lower depreciation and amortization
      costs of $81.0 million associated with the write-down in
      the carrying value of property plant and equipment and
      goodwill, and from increased EBITDA, partially offset by
      the $31.9 million pension expense adjustment recorded in
      the fourth quarter of 2001, and the $16.5 million
      restructuring charge recorded in the fourth quarter of
      2002, the result of workforce reductions and facility
      closures announced on July 29th.

    - The Company's Net Loss for the quarter totaled $63.8
      million, representing an improvement of $106.9 million
      from the fourth quarter 2001. This reduction in Net Loss
      was primarily the result of increased income from
      operations, and from an increase in the non-cash foreign
      currency translation gain of $40.5 million.

    - Cash on hand at December 31, 2002 was $420.5 million.
      Reflected in this amount is $225 million of option
      proceeds received from employees on October 8 pursuant to
      the closing of the back-end transaction with AT&T Corp.,
      the re-payment in full of the $200 million drawn from the
      Company's bank credit facility, and cash generated from
      operating and capital spending efficiencies initiated
      during the year.

"I am pleased with the continued progress we made in the fourth
quarter to improve the Company's operating profile, and that we
are executing and delivering on the things we said we would,"
said John McLennan, Vice Chairman and CEO of AT&T Canada. "We
continue to drive the operational efficiencies and productivity
gains that have resulted in a sixth consecutive quarter of
significant EBITDA growth. And while we work actively to
conclude our restructuring, we continue to sell new business and
renew existing relationships with Canada's leading businesses.
Also during the quarter we announced that John A. MacDonald had
joined our team as President and COO. John's appointment brings
considerable experience to the Company's management team, and is
a clear statement to our employees, our customers and our
competitors that we will continue to be a competitive force in
the Canadian telecom marketplace."

Mr. McLennan continued, "With this we are entering the final
stage of our strategy to solidify our position as a strong and
fully independent competitive force in the Canadian telecom
marketplace. In recent weeks we have taken two significant steps
towards this end. First, we have established new commercial
agreements with AT&T Corp., that provide continuity for our
global connectivity, technology platform and product suite, and
maintain network ties between the two companies for the benefit
of customers. And secondly, with the filing of our Restructuring
Plan, we are on track to conclude our capital restructuring by
the end of the first quarter, financially strengthened and
positioned for long term success."

John MacDonald, President and Chief Operating Officer of AT&T
Canada, added, "This Company has a tremendous platform to move
forward as one of North America's most competitive telecom
enterprises. We possess advanced technology, a blue chip
customer base, and a full suite of advanced managed products and
services. Upon emerging from the capital restructuring process
this Company will be both financially and operationally strong,
and we will use this strength to build on our position as the
telecom service partner of choice for Canadian businesses."

                   Filed Restructuring Plan

    - On January 22, 2003, AT&T Canada announced it had filed
      its Restructuring Plan and related Information Circular
      with the Ontario Superior Court of Justice. Concurrently
      these materials were mailed to bondholders and other
      affected creditors to solicit their vote of approval at a
      meeting to be held February 20, 2003. The Restructuring
      Plan reflects the agreement in principle reached with the
      financial and legal representatives of a steering
      committee of AT&T Canada's bondholders announced on
      October 15, 2002. This Restructuring Plan has been
      approved by AT&T Canada's Board of Directors, and has the
      support of the Court-Appointed Monitor and the Company's
      Restricted Bondholder Committee. The Restricted Bondholder
      Committee and its financial and legal advisors support the
      Restructuring Plan as a good result for bondholders, and
      believe that the implementation of the Restructuring
      Plan is in the best interests of bondholders, and
      recommend that bondholders vote in favor of the
      Restructuring Plan. Under the Restructuring Plan, AT&T
      Canada's bondholders and other affected creditors will
      receive their pro rata share of cash in an aggregate
      amount which is estimated to be approximately $240
      million, but which will not be less than $200 million, and
      100% of the new equity in the Company, in exchange for all
      of AT&T Canada's outstanding public debt and affected
      claims.

    - Upon approval of the Restructuring Plan by bondholders and
      other affected creditors and the Canadian and U.S. Courts,
      AT&T Canada expects to emerge from the restructuring
      process at the end of the first quarter 2003, generating
      positive annual free cash flow, and with no long-term
      debt. To provide liquidity to its new shareholders under
      the Restructuring Plan, and to have the potential to
      access the public equity capital markets, the Company
      intends to seek a listing on the Toronto Stock Exchange,
      and the NASDAQ National Market System.

    - A new Board of Directors for AT&T Canada will be
      established upon completion of the Restructuring. The new
      Board will include some of Canada's top business leaders,
      including Purdy Crawford, who will continue as Chairman of
      the Board. For additional detail on the new members of the
      Board and their respective backgrounds, please review
      the Plan and Information Circular that is available on
      AT&T Canada's web site, http://www.attcanada.com.

AT&T Canada is the country's largest competitor to the
incumbent telecom companies. With over 18,700 route kilometers
of local and long haul broadband fiber optic network, world
class managed service offerings in data, Internet, voice and IT
Services, AT&T Canada provides a full range of integrated
communications products and services to help Canadian businesses
communicate locally, nationally and globally.

AT&T Canada Inc.'s reported a working capital deficit of about
$4.4 billion and a total shareholders equity deficit of $3.5
billion.

AT&T Canada Inc.'s 7.650% bonds due 2006 (ATTC06CAR1),
DebtTraders reports, are trading at 19 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ATTC06CAR1
for real-time bond pricing.


BAYOU STEEL: Senior Lender Agrees to Provide DIP Financing
----------------------------------------------------------
Bayou Steel Corporation (AMEX:BYX) has reached agreement with
its existing senior lender to provide debtor-in-possession
financing. The Company and Congress Financial, its senior
lender, have petitioned the court to approve the financing
agreement. The Company believes that this DIP financing would
provide sufficient liquidity to satisfy its operating cash needs
for the near term.

The agreement provides approximately $8 million in additional
liquidity. According to Jerry Pitts, President and Chief
Operating Officer of Bayou Steel, "We are especially grateful to
those vendors and suppliers who, in the period of uncertainty
immediately following the filing of a voluntary petition for
reorganization, extended credit terms." The U.S. Bankruptcy Code
provides special protections for vendors and suppliers who
provide goods and services to the company after filing. Mr.
Pitts added, "We expect that additional vendors and suppliers
will provide credit terms now that DIP financing is imminent."

Pitts also noted, "We are equally grateful to our customers who
continued to support us during this period. Our shipments were
solid in January and backlog has increased. Clearly, Bayou Steel
represents a competitive alternative with unique cost reduction
servicing capabilities to our customers in an environment of
producer consolidation."

Bayou Steel Corporation manufacturers light structural and
merchant bar products in LaPlace, Louisiana and Harriman,
Tennessee. The Company also operates three stocking locations
along the inland waterway system near Pittsburgh, Chicago, and
Tulsa.

Bayou Steel Corp., filed for chapter 11 protection on January
22, 2003 (Bankr. N.D. Tex. Case No. 03-30816) (Houser, J.).
Patrick J. Neligan, Jr., Esq., at Neligan, Tarpley, Andrews &
Foley, LLP represents the Debtors in their restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $176,113,143 in total assets and
$163,402,260 in total debts.


BRIGHTPOINT INC: Fourth Quarter 2002 Results Show Improvement
-------------------------------------------------------------
Brightpoint, Inc., (NASDAQ:CELL) reported its financial results
for the quarter and year ended December 31, 2002. Unless
otherwise noted, amounts pertain to the fourth quarter of 2002.
Revenue was $342 million, representing an increase of 1% from
the third quarter of 2002 ($337 million) and an increase of 6%
from the fourth quarter of 2001 ($323 million). Income from
continuing operations was $3.1 million. For the third quarter of
2002, the loss from continuing operations was $7.6 million,
including a non-cash investment impairment charge of $8.3
million related to the Company's investment in Chinatron Group
Holdings Limited and for the fourth quarter of 2001, income from
continuing operations was $1.2 million. Net income was $1.3
million, including a loss from discontinued operations of $2.3
million and an extraordinary gain on debt extinguishment, net of
tax, of $452 thousand. For the third quarter of 2002, net income
was $9.5 million, including an extraordinary gain on debt
extinguishment, net of tax, of $18.7 million and a loss from
discontinued operations of $1.6 million. For the fourth quarter
of 2001, the Company reported a net loss of $46.6 million, which
included a loss from discontinued operations of $47.5 million.
As previously announced, the financial results stated herein
reflect the reclassification of the results of Brightpoint's
former Mexico operations to discontinued operations in all
periods presented.

For the year ended December 31, 2002, revenue was $1.28 billion,
representing an increase of 1% from the same period in 2001
($1.26 billion). Loss from continuing operations was $12.8
million, which included a non-cash investment impairment charge
of $8.3 million related to the Company's investment in Chinatron
Group Holdings Limited. Net loss was $42.4 million, which
included a cumulative effect of a change in accounting principle
(SFAS 142), net of tax, of $40.7 million, a loss from
discontinued operations of $15.5 million, and an extraordinary
gain on debt extinguishment, net of tax, of $26.6 million. For
the year ended December 31, 2001, the Company reported a loss
from continuing operations of $1.2 million and a net loss of
$53.3 million, which included a loss from discontinued
operations of $56.4 million and an extraordinary gain on debt
extinguishment, net of tax, of $4.3 million.

Revenue growth from the third quarter of 2002 was driven by
continued growth in demand in the Asia-Pacific and Europe
Divisions, offset by a 12% decline in revenue in the Americas
Division. The decline in revenue in the Americas Division is
primarily attributable to a sales mix shift from product
distribution revenue to fee-based logistics services. Total
wireless device units handled in the Americas Division increased
by 12%. Revenue growth of 6% from the fourth quarter of 2001 and
1% for the year ended December 31, 2002, as compared to the year
ended December 31, 2001, were attributable to increases in
demand in the Asia-Pacific Division, partially offset by
decreases in demand in the Europe Division and the sales mix
shift in the Americas Division as previously described. Revenue
in the Americas Division was further affected by customers lost
due to industry consolidation, the lack of availability of
certain CDMA-based handsets in our product offering, the
tightening of credit terms offered to higher risk customers, and
lackluster market conditions.

Gross margin improved to 6.2% from the third quarter of 2002
(5.9%) and declined from the fourth quarter of 2001 (7.0%). For
the year ended December 31, 2002, gross margin declined from
5.8% in 2001 to 5.6%.

Selling, general and administrative expenses decreased by $600
thousand, or 4%, from the third quarter of 2002 to $16.4
million. SG&A expenses for the same period of 2001 were $18.2
million. As a percentage of revenue, SG&A expenses declined to
4.8% from 5.0% in the third quarter of 2002. The improvement in
SG&A expenses was driven by cost reduction action taken in the
second and third quarters of 2002. For the year ended
December 31, 2002, SG&A expenses increased $4.9 million, or 7%,
as compared to 2001. This increase is primarily due to one-time
costs related to cost reduction action, increased legal and bad
debt expenses, and severance costs related to management
changes.

Operating income from continuing operations was $5.0 million, a
$2.0 million, or 66%, improvement from the third quarter of 2002
($3.0 million) and a $1.1 million, or 30%, improvement from the
fourth quarter of 2001 ($3.8 million). For the year ended
December 31, 2002, as compared to the year ended December 31,
2001, operating income from continuing operations declined from
$6.8 million to $747 thousand.

Operating income from continuing operations before depreciation
and amortization was $8.4 million, as compared to $6.4 million
in the third quarter of 2002 and $7.8 million in the fourth
quarter of 2001. For the year ended December 31, 2002, as
compared to the year ended December 31, 2001, operating income
from continuing operations before depreciation and amortization
declined to $13.2 million from $18.8 million. A reconciliation
of operating income from continuing operations before
depreciation and amortization to operating income from
continuing operations in accordance with GAAP is provided in a
supplemental table at the end of this release.

Interest expense was reduced by $709 thousand from the third
quarter of 2002 to $525 thousand in the fourth quarter of 2002.
This is a direct result of Convertible Notes repurchased by the
Company in the third and fourth quarters of 2002 and the
reduction of other debt. As compared to the fourth quarter of
2001, interest expense was reduced by $1.8 million and for the
year ended December 31, 2002, as compared to the year ended
December 31, 2001, interest expense was reduced by $2.3 million.

Loss from discontinued operations of $2.3 million, was primarily
a result of the sale of certain assets and shares from one of
the Company's subsidiaries in Mexico.

During the fourth quarter of 2002, the Company repurchased
12,395 of its outstanding zero-coupon, subordinated convertible
notes due in the year 2018. The Convertible Notes were purchased
for a total cost of $5.8 million ($472 per Convertible Note) and
had an accreted value of $6.7 million ($544 per Convertible
Note). As a result of these repurchases, the Company recorded an
extraordinary gain on debt extinguishment, net of tax, of $452
thousand, or $0.06 per diluted share. There were 21,932
Convertible Notes, with an accreted value of $12.0 million,
outstanding as of December 31, 2002. To date, in the first
quarter of 2003, the Company repurchased an additional 16,254
Convertible Notes for a total cost of $8.9 million ($549 per
Convertible Note), which had an accreted value of $8.9 million
($549 per Convertible Note). Currently, there are 5,678
Convertible Notes outstanding with an accreted value of $3.1
million and on March 11, 2003, holders of the outstanding
Convertible Notes may require the Company to repurchase them at
the accreted value of $3.2 million which the Company has elected
to pay in cash.

Cash and cash equivalents (unrestricted) were approximately $44
million on December 31, 2002, representing a $16 million
increase from September 30, 2002. The cash conversion cycle was
11 days. As of December 31, 2002, as compared to December 31,
2001, accounts receivable were reduced by $70 million, inventory
levels were reduced by $64 million, and accounts payable were
reduced by $65 million. Net cash provided by operating
activities during the fourth quarter of 2002 was approximately
$28 million and capital expenditures were approximately $1.4
million. Total debt, including the accreted value of the
Convertible Notes and bank borrowings, was $22 million,
representing a $17 million reduction from September 30, 2002,
and a $145 million reduction from December 31, 2001. The Company
acquired additional borrowing availability during the quarter
through its Australian subsidiary entering into an asset-based
credit facility with GE Commercial Finance and by amending the
existing credit facility in its primary North America subsidiary
with GE Commercial Finance. With the additional borrowing
availability, an increase in unrestricted cash, and the
reduction of outstanding bank debt during the fourth quarter of
2002, the Company was able to more than double its liquidity
from $37 million on September 30, 2002, to $81 million on
December 31, 2002. The Company defines liquidity as the
summation of unrestricted cash and unused borrowing
availability.

The Company currently expects to earn income from continuing
operations of an amount equal to or greater than $0.08 per
diluted share in the first quarter of 2003. In the second
quarter of 2003, the Company expects increases in demand for its
products and services relative to the first quarter of 2003 and
expects to earn income from continuing operations of an amount
equal to or greater than $0.21 per diluted share.

"As we completed 2002, the Company realized the benefits of the
operating restructuring plans initiated in late 2001," said
Robert J. Laikin, Brightpoint's Chairman and Chief Executive
Officer. "We begin 2003 with a strong balance sheet and an
unrelenting commitment to our customers and suppliers."

"We have met the goals we set to achieve in 2002," said Frank
Terence, Brightpoint's Chief Financial Officer. "By generating
cash, we were able to repurchase approximately $120 million in
accreted value of Convertible Notes and reduce bank debt by $25
million thus yielding a debt-to-total-capitalization ratio of
16%. By divesting non-performing businesses, reducing our cost
structure, and focusing on higher margin business lines, we have
rebuilt Brightpoint into a profitable business. We have ended
the year with a leaner and stronger balance sheet."

Brightpoint -- whose corporate credit is currently rated by
Standard & Poor's at B -- is one of the world's largest
distributors of mobile phones. Brightpoint supports the global
wireless telecommunications and data industry, providing quickly
deployed, flexible and cost effective third party solutions.
Brightpoint's innovative services include distribution, channel
management, fulfillment, eBusiness solutions and other
outsourced services that integrate seamlessly with its
customers. Additional information about Brightpoint can be found
on its Web site at http://www.brightpoint.com


BRUSH ENGINEERED: Continues Talks to Extend & Amend Credit Pacts
----------------------------------------------------------------
Brush Engineered Materials Inc., (NYSE:BW) reported sales for
2002 of $372.8 million, a decline of 21% from 2001 sales of
$472.6 million. Sales for the fourth quarter of 2002 were $89.0
million, down 4% from 2001 fourth quarter sales of $92.4
million. The decline in sales for the year and fourth quarter
were due primarily to the softness in the overall economy and
continued weakness in the Company's largest markets,
telecommunications and computer. The overall softness in sales
in these markets was partially offset by strong demand in the
optical media, data storage, automotive and defense markets. The
decline in sales is also partly due to a shift in metal mix.

For the year, the Company had a net loss of $35.6 million. For
the fourth quarter, the Company had a net loss of $26.8 million.
Earnings for the fourth quarter and the year were affected by a
restructuring charge plus an impairment charge for certain
operating assets and deferred taxes. These items in the
aggregate negatively affected the fourth quarter and the year's
results by $23.0 million. Excluding these charges, the fourth
quarter net loss was $3.8 million, compared to a net loss of
$10.0 million in the prior year and the year's loss was $12.6
million compared to a net loss of $10.3 million in 2001.

Both the fourth quarter and full year were favorably affected by
a reduction in previously recorded legal accruals due to
favorable settlements and court rulings related to the Company's
chronic beryllium disease litigation. The fourth quarter and
full year pre-tax benefit was $1.8 million and $3.9 million
respectively.

           Confirmation of Previously Announced Items

In reporting its 2002 third quarter results on October 24, 2002
the Company commented on its plan to address three factors
during the fourth quarter of 2002. These included:

    (A) a non-cash charge related to the impairment of the
        Company's net deferred tax asset,

    (B) a non-cash charge related to the funding status of the
        Company's pension plan and

    (C) a potential default of certain financial covenants under
        its bank agreements.

These were resolved as follows:

First, as of the end of the third quarter of 2002, the Company
reported a net deferred tax asset of $22.7 million. A
substantial amount of the tax benefits that comprised this net
asset do not expire for many years. However, due to the
Company's recent financial performance this asset is considered
impaired under accounting regulations and therefore a non-cash
charge in the amount of $19.9 million or $1.20 per share diluted
was recorded in the fourth quarter of 2002. The charge did not
affect pre-tax earnings, cash flow or the ability to utilize the
deferred asset to offset taxes in future periods.

Second, accounting regulations require the recognition of an
additional liability when the market value of assets in a
pension plan is less than the accumulated benefit obligation at
the end of the year. As a result the Company was required to
take a non-cash charge in the fourth quarter that reduced
comprehensive income, a component of shareholders equity in the
amount of $13.6 million. Under the Internal Revenue Code and
ERISA the Company was not required to make a cash contribution
to its pension fund in 2002 and will not be required to make a
cash contribution in 2003 as well.

Finally, the Company has amended its Credit and Master Lease
Agreements.  Certain financial covenants have been waived
through December 31, 2002 and additional security was provided
to its creditors.  The Company's current credit agreement
expires in October 2003 and the Company is in discussions with
its lenders to extend the agreement as well as revise its
covenants.

Information obtained from http://www.LoanDataSource.comshows
that Brush Engineered Materials, Inc., and its Brush Wellman,
Inc. subsidiary are borrowers under a $65,000,000 Credit
Agreement dated as of June 30, 2000, as amended.  National City
Bank, serves as Administrative Agent for itself, Fifth Third
Bank, Harris Trust and Savings Bank, U.S. Bank National
Association, Manufactures and Traders, and LaSalle Bank National
Association.

                   BUSINESS SEGMENT REPORTING

Metal Systems Group

The Metal Systems Group consists of Alloy Products, Technical
Materials, Inc., and Beryllium Products.

The Metal Systems Group's 2002 sales were $227.9 million, down
23% from 2001 sales of $295.7 million. Fourth quarter sales of
$51.5 million were about flat with 2001 fourth quarter sales of
$51.9 million. The 2002 operating loss for this segment was
$37.7 million versus a loss of $20.1 million for 2001. The
fourth quarter operating loss was $14.1 million versus an
operating loss of $15.7 million for the fourth quarter of 2001.

Alloy Products 2002 sales of $151.9 million and fourth quarter
sales of $34.8 million were down 30% and 3%, respectively
compared to the same period last year. Alloy's 2002 sales were
substantially impacted by the continued weakness in the tele-
communications and computer markets. Fourth quarter sales were
impacted by a slow ramp up by customers following the customary
third quarter manufacturing maintenance shutdowns. Alloy
Products is currently very well positioned to capitalize on a
resumption of telecommunications and computer demand. In
addition, Alloy has been broadening and diversifying its product
lines to include new alloys for the electronics sector, strip
form materials for oil and gas applications and non-beryllium
spinodal alloys used in bearing and other industrial components.
Alloy Products also has continued to reduce costs, improve
working capital requirements, manufacturing efficiencies and
equipment utilization rates. Alloy Products has recently been
experiencing an increase in order entry rates especially in
Asia.

TMI 2002 sales of $44.4 million and fourth quarter sales of $9.6
million were down 12% and up 7% respectively, compared to the
same periods last year. TMI experienced firm automotive sales
throughout 2002; however, this strength was offset by the
weakness in the telecommunications and computer markets. In
spite of the lower sales volume, TMI remained profitable in
2002.

Beryllium Products 2002 sales of $31.6 million were up 14% over
2001 sales of $27.7 million. Fourth quarter sales of $7.1
million were flat with 2001 fourth quarter sales. This strength
in sales is driven by defense applications and should continue
into the first quarter of 2003. This unit was an important
profit contributor throughout the year.

Microelectronics Group

The Microelectronics Group includes Williams Advanced Materials
Inc., and Electronic Products.

Microelectronics 2002 sales were $139.2 million, down 18%
compared to $169.6 million in 2001. Fourth quarter sales of
$36.9 million were down 5% over fourth quarter 2001 sales of
$38.7 million. The majority of the fourth quarter and year-over-
year revenue drop in this segment is due to metal mix shifts,
not volumes. Operating profit was $3.8 million for 2002 versus
$4.6 million for 2001. The Microelectronics Group reported an
operating loss of $1.2 million for the fourth quarter of 2002
versus an operating profit of $1.0 million for the fourth
quarter of 2001. The fourth quarter segment loss was due to
charges taken, as outlined below.

WAM 2002 sales were $109.1 million versus $135.3 million for
2001. Fourth quarter sales were $29.0 million versus $33.4
million for the same period last year. The majority of the sales
decline in 2002 was due to a mix shift away from precious
metals. WAM has continued to experience strength in optical
media and magnetic storage product applications.

Electronics Products sales for 2002 of $30.1 million were 12%
lower than 2001 sales of $34.3 million. Fourth quarter sales of
$7.9 million were up 46% over 2001 fourth quarter sales of $5.4
million. To better realign its cost structure with current
revenues, the Company recently reorganized and restructured this
business. The related severance and asset impairment costs
totaled $2.0 million and were recorded in the fourth quarter. It
is anticipated that these actions will reduce overhead expense
by approximately $2.0 million in 2003.

Outlook

Commenting on the outlook, John D. Grampa, Vice President,
Finance and Chief Financial Officer, stated, "Even though weak
conditions in our largest market, computer and
telecommunications, continued to present a challenging operating
environment, we ended 2002 having made significant progress in a
number of important areas. Overheads were down over $35.0
million versus prior year, margins were up over 5 percentage
points in the second half of the year and total debt, including
off-balance sheet leases, was reduced by approximately $35.0
million or 18%. In addition, our lean and six sigma productivity
improvement programs are having an impact in reducing costs and
we have launched a number of new products. All of the above is
encouraging and provides promise for 2003 and beyond.

"While we remain very cautious about the near-term outlook, we
do expect improvements in 2003 based on the progress made in
2002. We expect higher sales and earnings improvement in the
first quarter and for the full year. The forecast for the first
quarter of 2003 is for revenue to improve by 5-10% over the
prior year's first quarter and pre-tax results to improve 25-35%
over the prior year's first quarter."

                     Chairman's Comments

Commenting on the results, Gordon D. Harnett, Chairman,
President and Chief Executive Officer, stated "We continued to
be challenged in 2002 by a weak global economy and continued
softness in the telecommunications and computer equipment
markets. Although we were disappointed in revenues during 2002
we made significant progress in overhead reduction,
manufacturing effectiveness and in the development and
introduction of new competitive products to broaden our markets.
In addition, we have announced and completed a restructuring of
the Electronics Products business unit. As a result, we have
continued to reduce our breakeven point and add to our market
and product breadth. We are also well positioned to take
advantage of an economic recovery."

Brush Engineered Materials Inc., is headquartered in Cleveland,
Ohio. The Company, through its wholly-owned subsidiaries,
supplies worldwide markets with beryllium products, alloy
products, electronic products, precious metal products, and
engineered material systems.


CALL-NET: Will Publish 2002 Annual Results on February 26, 2003
---------------------------------------------------------------
Call-Net Enterprises Inc., (TSX: FON, FON.B) will be releasing
its annual results for 2002 before the opening of markets on
Wednesday, February 26, 2003. The Company will host a conference
call for analysts, investors and media at 1:00 p.m. (EST) on
Wednesday, February 26, 2003. Bill Linton, president and
chief executive officer and John Laurie, vice president,
treasurer and investor relations, will participate in the call.
To participate please dial (416) 695-9753 or (877) 667-7774. If
you need assistance during the conference, you can reach the
operator by pressing "(x)0". The call will also be audio webcast
live at http://www.callnet.ca

Should you be unable to participate, an instant replay will be
available for 10 business days following the conference call by
dialing: (416) 695-9728 or (888) 509-0081. A webcast replay can
also be accessed at http://www.callnet.ca

Call-Net Enterprises Inc., is a leading Canadian integrated
communications solutions provider of local and long distance
voice services as well as data, networking solutions and online
services to businesses and households primarily through its
wholly owned subsidiary Sprint Canada Inc. Call-Net,
headquartered in Toronto, owns and operates an extensive
national fiber network and has over 130 co-locations in 10
Canadian metropolitan markets. For more information, visit the
Company's web sites at http://www.callnet.ca and
http://www.sprint.ca

                              *   *   *

As previously reported, Standard & Poor's Ratings Services
lowered its corporate credit and senior secured debt ratings on
Call-Net Enterprises Inc., to 'B' from 'B+'. The outlook on the
Toronto, Ontario-based telecommunications operator is now
stable.

"The downgrade reflects continuing competitive pressures in both
the long-distance and data-service markets in general, resulting
in lower gross margins and cash flows from operations as
compared to 2001," said Standard & Poor's credit analyst Joe
Morin. "Current available sources of liquidity are only
sufficient to allow for marginal growth for the company."

The ratings actions also take into account cost savings from the
second-quarter implementation of workforce reductions,
curtailment of the company's network expansion program, and the
debt buyback by the company in September 2002.


CANNONDALE: Has Until Feb. 21 to File Schedules and Statements
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut gave
Cannondale Corporation and its debtor-affiliates an extension of
time to file their schedules of assets and liabilities,
statements of financial affairs and lists of executory contracts
and unexpired leases required under 11 U.S.C. Sec. 521(1).  The
Debtors have until February 21, 2003 to file these documents.

Cannondale Corp., a manufacturer and distributor of high
performance bicycles, all-terrain vehicles, motorcycles and
bicycling and motorsports accessories and equipment, filed for
chapter 11 protection on January 29, 2003 in the U.S. Bankruptcy
Court for the District of Connecticut (Bankr. Case No.
03-50117).  James Berman, Esq., at Zeisler and Zeisler
represents the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$114,813,725 in total assets and $105,245,084 in total debts.


CAPITOL COMMUNITIES: Dissolving Trade Partners & TradeArk Units
---------------------------------------------------------------
On January 24, 2003, Capitol Development of Arkansas, Inc., a
wholly-owned Arkansas corporation of Capitol Communities
Corporation, entered into an Agreement Dissolving Limited
Liability Company Trade Partners,  Inc., a Michigan corporation.
Under the terms of the Agreement, the Company and Trade
Partners, Inc., the two members of TradeArk Properties, LLC), a
Michigan limited liability company, agreed to dissolve TradeArk,
effective immediately.  For its 35.16 percent membership
interest, the Company received approximately 251  acres of real
property located in the City of Maumelle, the County of Pulaski,
Arkansas.   The Company also assumed approximately $3.5 million
in debt held by New Era Inc., and secured by the real property.
Approximately 258 acres of real property were originally
contributed to TradeArk by the Company in June 1999, when the
limited liability company was formed by the two members. Since
the real property was contributed, approximately six and one-
half acres have been sold by TradeArk.  The remaining real
property is comprised of single family, multi-family and
commercial land.

Under the Agreement, Trade Partners, Inc., received life
settlement contracts valued at eight million three hundred
thousand dollars ($8,300,000) which were originally contributed
by Trade Partners, Inc., to TradeArk for its 64.84 percent
membership interest.

Capitol Communities Corporation, through its subsidiary, owns
approximately 1,000 acres of residential property in the master
planned community of Maumelle, Arkansas. Maumelle is a planned
city with about 12,000 residents. It is located directly across
the Arkansas River from Little Rock. Maumelle contains a full
complement of industrial and commercial development, parks,
lakes, green belts, jogging trails, and other lifestyle
amenities.

                         *   *   *

As previously reported in the Sept. 12, 2002, edition of the
Troubled Company Reporter, Capitol Communities Corporation (OTC
Bulletin Board: CPCY) announced the United States Bankruptcy
Court for the Eastern District of Arkansas, Little Rock Division
dismissed the Chapter 11 filing of its wholly owned subsidiary,
Capitol Development of Arkansas, Inc.

Capitol Development paid its secured and unaffiliated creditors
instead of filing a plan of reorganization.  The dismissal was
effective September 6, 2002.


CASCADES: Closes Refinancing of Outstanding Credit Facilities
-------------------------------------------------------------
Cascades Inc., (CAS-TSX) completed the refinancing of
substantially all of its and its subsidiaries' outstanding
credit facilities and credit lines, other than credit facilities
and credit lines of its joint ventures. As part of that
refinancing, Cascades completed the sale of US$450,000,000 of
its 7-1/4% Senior Notes due 2013 in a private placement to
institutional investors. Salomon Smith Barney and Scotia Capital
acted as joint book-running managers and NBC International (USA)
Inc., CIBC World Markets, BNP Paribas, Comerica Securities, SG
Cowen, BMO Nesbitt Burns and TD Securities acted as co-managers.
The notes are unsecured obligations of Cascades and are
guaranteed by certain of Cascades' Canadian and U.S.
subsidiaries.

Cascades and certain of its subsidiaries have also entered into
a new four-year C$500,000,000 revolving credit facility with The
Bank of Nova Scotia, as administrative agent, Scotia Capital, as
lead arranger, National Bank of Canada, as syndication agent,
and Canadian Imperial Bank of Commerce and Salomon Smith Barney,
as co-documentation agents. The revolving credit facility is
also guaranteed by certain of Cascades' Canadian and U.S.
subsidiaries and is secured by inventory and receivables of
Cascades and certain of its Canadian and U.S. subsidiaries and
by the property, plant and equipment of three of its paper
mills.

In addition, as part of the refinancing, Cascades Boxboard Group
Inc., a subsidiary of Cascades, intends to redeem all
US$125,000,000 of its outstanding 8-3/8% Senior Notes due 2007.
The redemption is expected to be financed with a portion of the
net proceeds of the sale of the new Cascades notes and is
expected to be completed during the first quarter of 2003.

Cascades believes that the refinancing will simplify its debt
structure and will extend its debt maturities, providing it with
improved liquidity and financial flexibility.


CIENA CORP: Will Publish First Quarter 2003 Results on Feb. 20
--------------------------------------------------------------
CIENA Corporation (NASDAQ: CIEN) will announce results for its
fiscal 2003 first quarter on Thursday, February 20, 2003, via
Business Wire and First Call before the open of the financial
markets. The press release also will be available on CIENA's Web
site at http://www.ciena.com

In conjunction with the announcement, CIENA's management will
host a teleconference call beginning at 8:30 AM (Eastern) on
February 20, 2003. Interested listeners may access the live web
broadcast at http://www.ciena.com

                   Rebroadcast Information

For those listeners unable to participate in the live web
broadcast on Thursday, February 20, an archived version of the
conference call will be available shortly following the
conclusion of the live call in the Investor Relations section of
CIENA's Web site at: http://www.ciena.com

CIENA Corporation's market-leading optical networking systems
form the core for the new era of networks and services
worldwide. CIENA's LightWorks(TM) architecture enables next-
generation optical services and changes the fundamental
economics of service-provider networks by simplifying the
network and reducing the cost to operate it. Additional
information about CIENA can be found at http://www.ciena.com

                         *    *    *

As previously reported in Troubled Company Reporter, Standard &
Poor's lowered the corporate credit rating on optical
telecommunications systems and equipment provider, Ciena Corp.,
to single-'B' from single-'B'-plus, reflecting the company's
dramatic decline in sales, and expectations that business
conditions will remain weak over the intermediate term. The
outlook remains negative.

"The ratings continue to reflect the company's narrow business
position, substantial leverage, and the risks of continuing
technology evolution offset by the company's good financial
flexibility," said Standard & Poor's credit analyst Bruce Hyman.

Although Ciena has sufficient financial assets to meet its
operating requirements over the intermediate term, business
prospects are highly uncertain.


CONSECO INC: TOPrS Committee Turns to Saul Ewing for Advice
-----------------------------------------------------------
To prosecute their interest in the Chapter 11 cases of Conseco
Inc., and its debtor-affiliates, the Trust Originated Preferred
Debt Holders Committee tells the Court that it needs bankruptcy
lawyers.  In this regard, the TOPrS Committee has selected Saul
Ewing as its primary counsel and Jenner & Block to serve as co-
counsel.

The TOPrS Committee seeks the Court's authority to retain Saul
Ewing.  The Committee explains that Saul Ewing has extensive
experience and knowledge in the areas of law relevant to these
cases and is familiar with the Debtors and the key issues.

Saul Ewing is expected to:

    (a) provide legal advice on the TOPrS Committee's rights,
        powers and duties;

    (b) prepare necessary or appropriate applications, motions,
        answers, responses, objections, orders and other legal
        papers;

    (c) represent the TOPrS Committee in matters involving
        disputes or issues with the Debtors, alleged secured
        creditors and other third parties;

    (d) assist the TOPrS Committee in its investigation and
        analyses of the Debtors and the operations of their
        businesses;

    (e) assist the TOPrS Committee in negotiations regarding a
        Chapter 11 plan and litigation arising out of
        confirmation proceedings;

    (f) preserve causes of action against third parties that may
        provide additional sources of recovery for creditors,
        particularly those represented by the TOPrS Committee;
        and

    (g) perform all other legal services for the TOPrS Committee
        which may be necessary or desirable in these cases.

Pursuant to the parties' arrangement, Saul Ewing will be
compensated in accordance with its standard hourly rates.  The
professionals primarily responsible for these proceedings and
their hourly rates are:

             Professional           Hourly Rate
             ------------           -----------
             Irving E. Walker          $350
             Robert M. Greenbaum        345
             Donald J. Detweiler        275
             John F. Stoviak            505

Saul Ewing has advised the TOPrS Committee that, from time to
time, it may seek the services of its other professionals and
staff.  Saul Ewing's general hourly rates are:

             Professional           Hourly Rate
             ------------           -----------
             Attorneys               $505 - 165
             Paralegals               135 - 115
             Case Management Clerks    65

Donald J. Detweiler, Esq., a Saul Ewing attorney, assures Judge
Doyle that his firm does not hold or represent any interest
adverse to the TOPrS Committee.  Saul Ewing is a "disinterested
person" pursuant to Section 101(14) of the Bankruptcy Code.
(Conseco Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


COVANTA: Obtains Court Nod to Enter Into Lamda Settlement Pact
--------------------------------------------------------------
Covanta Energy Corporation and its debtor-affiliates sought and
obtained the Court's authority for Covanta to enter into a
Settlement Agreement with Consolidated Lamda.

                          *   *   *

Covanta Energy Corporation owned Compagnie Transair until
December 11, 2000, when it was sold to Consolidated Lamda
pursuant to an Acquisition Agreement.  At the time of
acquisition, Compagnie held three leases for land at Le Bourget
Airport in Paris covering terminal buildings and other
facilities.

The parties to the Acquisition Agreement agreed that Lamda would
wire $1,000,000 of the purchase proceeds into an escrow account.
Upon extension of the Leases, one-third of escrow amount would
be released to Covanta.  If Lamda fails to secure the extension,
the entire escrow amount would be released to Covanta.  If by
December 11, 2003, none of the leases had been extended, the
$1,000,000 would be released to Lamda.

A fourth lease, the Golf Lease, will expire on December 11,
2003.  If the Golf Lease is not extended, Covanta is supposed to
pay Lamda $1,000,000.

On November 21, 2001, Lamda gave Covanta notice of claim
pursuant to the Acquisition Agreement relating to unpaid rent.
Consequently, the Debtors and Lamda engaged in extensive
discussions to resolve this and all other possible disputes
including those with respect to the Acquisition Agreement and
the escrowed funds through their entry into a Settlement
Agreement.

The Settlement Agreement provides:

  (a) Covanta, Lamda and PrivatAir S.A, a subsidiary of Lamda,
      will exchange mutual releases of all claims and
      counterclaims arising under or related to the Acquisition
      Agreement;

  (b) Covanta will receive 40% of the escrow amount which at
      November 1, 2002 was equal to $416,541, plus 40% of all
      interest accrued until the approval date (less expenses
      of the Escrow Agent); and

  (c) Lamda will receive the remaining 60% of the escrow amount.
      (Covanta Bankruptcy News, Issue No. 22; Bankruptcy
      Creditors' Service, Inc., 609/392-0900)


DICE INC: Nasdaq Knocks-Off Shares Effective February 7, 2003
-------------------------------------------------------------
Nasdaq Listing Qualifications Panel delisted Dice Inc.'s
(Nasdaq: DICEC) common stock effective at the open of business
on February 7, 2003, from The Nasdaq Stock Market.

The Company's securities were eligible for quotation on the OTC
Bulletin Board effective with the open of business on February
7, 2003. The OTC Bulletin Board symbol assigned to the Company
was "DICE."

The Company stated that, as announced on January 28, 2003, it
has entered into an agreement with its largest noteholder to
restructure the Company's capital structure via a debt for
equity exchange to be effected through a pre-arranged bankruptcy
filing. The Company plans to emerge from the process as a
privately held, essentially debt-free company by mid-2003.

As previously reported by the Company, on January 9, 2003 Nasdaq
transferred the listing of Dice Inc., to The Nasdaq SmallCap
Market pursuant to an exception, based on the Company's meeting
certain conditions by January 31, 2003 and other conditions by
March 28, 2003. The Panel has determined that the Company failed
to fully satisfy the initial conditions of the exception.

Dice Inc. (Nasdaq: DICEC) -- http://about.dice.com-- is the
leading provider of online recruiting services for technology
professionals. Dice Inc., provides services to hire, train and
retain technology professionals through its two operating
companies, dice.com, the leading online technology-focused job
board, as ranked by Media Metrix and IDC, and MeasureUp, a
leading provider of assessment and preparation products for
technology professional certifications.


DOWNEY REGIONAL: S&P Cuts Revenue Bond Rating to BB+ from BBB+
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'BB+'
from 'BBB+' on the California Health Facilities Financing
Authority's outstanding revenue bonds issued for Downey Regional
Medical Center, based upon significant ongoing operational
losses. The outlook on the bonds is negative.

"Downey's operating losses have now continued for five years and
resulted in rate covenant violations in 2002 and 2002," said
Standard & Poor's credit analyst Lisa Zuckerman. "A lower rating
is precluded as Downey's available liquidity, while
substantially lower than in prior years, still exceeds
outstanding debt." Downey's losses stem largely from troubles
surrounding an integrated delivery system established with a
group of physicians practicing at the medical center; while the
arrangement was officially terminated in fiscal 1998, it
continued under a financially inadequate relationship through
the first half of fiscal 2002.

The lowered rating affects about $49 million in revenue debt
outstanding. The medical center has no concrete future debt
plans, although it estimates $50 million - $60 million will be
necessary to construct a replacement bed tower that complies
with seismic regulations.

Downey Regional Medical Center, formerly known as Downey
Community Hospital, is an acute care hospital in Downey,
California, that serves an approximate population of one million
and is a major employer in the area.


EBT INT'L: Circulating Proxy Statement for Reverse Stock Split
--------------------------------------------------------------
A Proxy Statement is being furnished to the stockholders of eBT
International, Inc., for use at a Special Meeting of
Stockholders on April 16, 2003, or at any adjournment or
adjournments thereof, for the purposes:

(1) To approve and adopt a Certificate of Amendment to eBT's
    Certificate of Incorporation providing for a reverse stock
    split of eBT's common stock that would result in -

    (a) stockholders receiving one share of new common stock,
        $0.01 par value, of eBT for every 50 shares of common
        stock of eBT, $0.01 par value owned as of the effective
        date,

    (b) stockholders receiving cash in lieu of any fractional
        share they would otherwise be entitled to receive as a
        result of the Reverse Stock Split at a rate of $0.1050
        per share on a pre-split basis and

    (c) the reduction of eBT's authorized shares of common stock
        from 50,000,000 shares to 1,000,000 authorized shares,
        which is in proportion to the Reverse Stock Split. The
        Reverse Stock Split is proposed to terminate eBT's
        reporting obligations under the Securities Exchange Act
        of 1934, as amended and is expected to reduce eBT's
        expenditures.

(2) The proxies will be voted in accordance with the
    recommendation of management as to any other matters, which
    may properly come before the Special Meeting.  The record of
    stockholders entitled to vote at the Special Meeting will be
    taken at the close of business on February 21, 2003.

Prior to May 23, 2001, eBT developed and marketed enterprise-
wide Web content management solutions and services.  The
Company's shareholders approved a plan of liquidation and
dissolution on November 8, 2001, and a certificate of
dissolution was filed with the state of Delaware on November 8,
2001.  The initial liquidation distribution in the amount of
$44,055,000 (or $3.00 per share) was returned to shareholders on
December 13, 2001.


ENCOMPASS SERVICES: Judge Greendyke Okays $60MM DIP Bonding Loan
----------------------------------------------------------------
After due deliberation, Judge Greendyke issued his Final Order
authorizing Encompass Services Corporation, and its debtor-
affiliates to enter into a new $60,000,000 DIP Bonding Facility.
Judge Greendyke also permits the Debtors to obtain additional
bonding capacity of:

    * $35,000,000 from Chubb; and

    * $15,000,000 from Liberty.

This additional bonding facility, Judge Greendyke emphasizes,
will be subject to the same terms and conditions of the DIP
Bonding Facility.

In consideration for the Sureties' extension of the bonding
capacity under the DIP Bonding Facility, the Debtors have to pay
additional Cash Collateral equivalent to 25% of the face amount
of the bonds provided.  Specifically, the Debtors must pay:

    (a) $4,000,000 to Chubb; and

    (b) $1,000,000 to Liberty.
(Encompass Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


ENRON: No Exemption from Public Utility Holding Company Act
-----------------------------------------------------------
Chief Administrative Law Judge Brenda P. Murray at the
Securities and Exchange Commission rules that Enron Corp. won't
get any exemptions under the Public Utility Holding Company Act
of 1935.  The public interest demands compliance, Judge Murray
says in a 25-page Initial Decision dated Feb. 6, 2003.  Judge
Murray makes it clear that she understands the consequences of
her decision: Enron facilities may lose their QF designations
and Enron will need to spend the time, energy, effort and
money to register as a holding company.

A free copy of Judge Murray's Interim Decision is available at:

      http://bankrupt.com/misc/ENRONPUHCA.pdf

Enron's legal team at Weil, Gotshal & Manges filed stacks of
briefs with the Commission and brought 10 witnesses, including
an expert, to a December 5 hearing before Judge Murray.  The
Commission's Division of Investment Management submitted five
exhibits.  Judge Murray rejects each and every argument Enron
made about how wasteful strict compliance with the PUHCA may
be.  Oversight by the Oregon Public Utility Commission, the
Bankruptcy Court in Manhattan and the Creditors' Committee is
not sufficient to comply with the PUHCA, Judge Murray says.


FALCON AUTO: Fitch Rates Class E and F Certificates at BB/B
-----------------------------------------------------------
Fitch Ratings assigned the following ratings to certain classes
of the Falcon Auto Dealership LLC Auto Dealership Loan Trust
Certificates, Series 2003-1:

    --Class A-1 Certificates 'AAA';
    --Class A-2 Certificates 'AAA';
    --Class B Certificates 'AA';
    --Class C Certificates 'A';
    --Class D Certificates 'BBB-';
    --Class E Certificates 'BB';
    --Class F Certificates 'B';
    --Class IO Certificates 'AAA';

          Note: the Class Owner Trust Certificates
                were not rated by Fitch.

The ratings of the certificates reflect the credit enhancement
provided to each class through subordination, the strengths and
weaknesses of the collateral, and the transaction's sound legal
and cash flow structures. The ratings also reflect the
underwriting methodology of Falcon Financial, LLC as originator
and Bank of New York Asset Solutions as Master Servicer. Fitch's
approach to rating this transaction encompassed methodologies
addressing risks in the pool such as loan characteristics,
collateral quality, and borrower concentrations. The rating
analysis also included a review of the largest borrowers in the
pool with a focus on the ability to service debt and collateral
characteristics.

Falcon Financial, LLC, a specialty-finance company located in
Stamford, Connecticut, was established in May of 1997 to
originate, underwrite and service long-term, fixed rate loans to
owners and operators of automobile dealerships. Falcon is a
joint venture between Falcon's senior management, SunAmerica
Inc., and MLQ Investors, L.P. (an affiliate of Goldman Sachs).

Falcon's loans are backed by the dealer's franchise/business
value and collaterally secured by the franchisee's land and real
estate improvements. General UCC filings against business assets
are also included, but not relied upon for collateral valuations
and excludes floor plan liens. This transaction is Falcon's
fourth securitization. The previous transactions were closed in
1999, 2000, and 2001.


FLOORING AMERICA: Disclosure Statement Hearing Set for Feb. 12
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
fixes February 12, 2003, as the hearing date to consider the
adequacy of the Disclosure Statement in connection with the
Joint Plan of Reorganization prepared by Morton Levine, Chapter
11 Trustee of Flooring America, Inc., and its debtor-affiliates,
and the Official Committee of Unsecured Creditors in the
company's bankruptcy case.

The hearing will commence at 10:00 a.m. Eastern Time on Feb. 12,
before the Honorable Joyce Bihary.

Flooring America, together with its debtor-affiliates, filed for
Chapter 11 protection on June 15, 2002 (Bankr. N.D. Ga. Case No.
00-68370).  Barbara Ellis-Moro, Esq., at Smith, Gambrell &
Russell, LLP serves as special counsel for the Chapter 11
Trustee.   Flooring America has liquidated its retail stores and
franchise operations and its real estate holdings. Flooring
America, which distributed floor covering, and 22 affiliates
filed for chapter 11 on June 15, 2000, listing total assets of
$342.5 million and debts of $252.2 million.


FREEPORT-MCMORAN: S&P Rates $500M Senior Convertible Notes at B-
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
Freeport-McMoRan Copper & Gold Inc.'s $500 million of senior
convertible notes due 2011.

Standard & Poor's said that it also affirmed its ratings,
including its 'B' corporate credit rating, on the New Orleans,
Louisiana-based company.

Proceeds from the offering will be used to repay all outstanding
borrowings under the company's bank facilities, which it intends
to replace with a new bank credit facility.

"The ratings on Freeport McMoRan are limited by the risks of
operating in the Republic of Indonesia and its aggressive debt
leverage," said Standard & Poor's credit analyst Dominick
D'Ascoli. "Still, Freeport benefits from its low production
costs and its improved liquidity due to its recent refinancing
activities." Freeport-McMoRan is one of the largest copper and
gold producers in the world, with copper and gold production of
1.5 billion pounds and 2.3 million ounces, respectively in 2002.


FREEPORT-MCMORAN: Prices $500 Million of 7% Conv. Senior Notes
--------------------------------------------------------------
Freeport-McMoRan Copper & Gold Inc., (NYSE:FCX) priced a private
offering of $500 million of convertible senior notes due
February 2011. The initial purchaser has been granted a 15
percent overallotment option. The convertible senior notes have
an interest rate of 7 percent per year and are convertible into
FCX common stock at $30.87 per share, representing a 70 percent
premium over the $18.16 per share closing price on February 5,
2003 of FCX's common shares on the NYSE. The net proceeds of
approximately $486 million from the offering, after expenses,
will be used to repay all outstanding bank debt, for working
capital requirements and general corporate purposes. FCX plans
to terminate its existing bank credit facilities and replace
these facilities with a new bank credit facility.

The notes are being offered only to qualified institutional
buyers in accordance with Rule 144A under the Securities Act of
1933. The notes and the common stock issuable upon conversion of
the notes will not be registered under the Securities Act of
1933 or the securities laws of any other jurisdiction. Unless
they are registered, the notes may be offered and sold only in
transactions that are exempt from registration under the
Securities Act of 1933 or the securities laws of any other
jurisdiction. This press release does not constitute an offer to
sell or the solicitation of an offer to buy the notes.

As previously reported in Troubled Company Reporter, Standard &
Poor's assigned its 'B-' rating to Freeport-McMoRan Copper &
Gold Inc.'s $250 million of senior unsecured notes.

Standard & Poor's at the same time affirmed its 'B' corporate
credit rating on the company. The outlook remains stable.

Standard & Poor's said that its ratings on Freeport McMoRan
reflect the risks of operating in the Republic of Indonesia, its
low production costs, and very aggressive debt leverage.


FREEPORT-MCMORAN: Board Approves New Cash Dividend Policy
---------------------------------------------------------
Freeport-McMoRan Copper & Gold Inc., (NYSE:FCX) announced that
upon the completion of the $500 million convertible senior notes
offering and the planned termination of its bank credit
facilities, its Board of Directors has authorized a new cash
dividend policy for FCX's common stock. The policy provides for
an annual dividend of $0.36 per share and will be payable
quarterly ($0.09 per quarter) with the initial quarterly
dividend expected to be paid on May 1, 2003.

James R. Moffett, Chairman and Chief Executive Officer of FCX,
said, "Our strong financial performance and outlook and recent
financing transactions enable our company to return a portion of
our free cash flows to shareholders. Our financial policy will
allow us to continue to reduce our debt significantly while
providing returns to shareholders."

FCX explores for, develops, mines and processes ore containing
copper, gold and silver in Indonesia, and smelts and refines
copper concentrates in Spain and Indonesia.

As previously reported in Troubled Company Reporter, Standard &
Poor's assigned its 'B-' rating to Freeport-McMoRan Copper &
Gold Inc.'s $250 million of senior unsecured notes.

Standard & Poor's at the same time affirmed its 'B' corporate
credit rating on the company. The outlook remains stable.

Standard & Poor's said that its ratings on Freeport McMoRan
reflect the risks of operating in the Republic of Indonesia, its
low production costs, and very aggressive debt leverage.


GATX FINANCIAL: Fitch Concerned about Weakening Credit Profile
--------------------------------------------------------------
Fitch Ratings lowers GATX Financial Corp.'s senior debt and
commercial paper ratings to 'BB' and 'B' from 'BBB-' and 'F3',
respectively. The Rating Outlook is revised to Stable from
Negative.  Approximately $2.6 billion of debt securities are
covered by Fitch's actions.

GATX Financial is the principal operating subsidiary of GATX
Corp., a specialized equipment finance and leasing holding
company.  To eliminate the impact of double leverage, Fitch
analyzes GATX Financial at the GATX level.

The rating changes center on GATX's weakening credit profile and
the challenging operating environments in the company's core
markets. Specifically, nearly all of the company's leverage and
capitalization measures weakened in 2002. Much of the downward
trend was directly due to GATX's weak operating results in 2002.
During 2002, net of a $6.2 million gain from the sale of a
segment, the company realized $66 million of one-time and asset
impairment charges, which resulted in net income of $0.3
million. Fitch notes that writedowns to goodwill accounted for
66% of the net charge. However, even without these charges,
GATX's internal capital formation, after common dividends, would
have been negative in 2002.

The negative internal capital formation resulted in leverage,
defined as all on-balance sheet debt divided by tangible equity,
increasing to 5.79 times at Dec. 31, 2002 from 5.03x at Dec. 31,
2001. Fitch views leverage at Dec. 31, 2002's level as high
given the company's business mix, heavily weighted toward
operating leases and higher risk secured loans and finance
leases. Additionally, GATX's equity base also supported $861
million of investments in off-balance sheet joint ventures and
partnerships at Dec. 31, 2002. GATX's proportionate share of
assets from these partnerships is believed to exceed $1.5
billion. The joint ventures and partnerships were arranged to
principally support GATX's acquisition of commercial aircraft,
an asset class that the company has significant experience
managing. Fitch also notes that GATX also had $1.37 billion of
off-balance sheet debt at Dec. 31, 2002, of which over $1
billion was recourse to the company.

During 2002, GATX issued over $1.5 billion of long-term debt. Of
this amount, $425 million was unsecured and issued in public
markets. The majority of the remaining debt issued was secured.
Secured debt allowed management to fund the company at a lower
cost than the terms available in the unsecured market. However
in doing so, GATX's asset base was further encumbered to the
detriment of the unsecured bondholders. Aside from the
availability on the company's $778 million in aggregate bank
credit facilities, Fitch believes that GATX will source
additional secured funding for the foreseeable future in order
to meet its term debt requirements. At Dec. 31, 2001, GATX
reported that it had $883 million of secured debt, which was
collateralized by $1.01 billion of assets. Fitch believes that
the advance rates for secured debt issued in 2002 were similar
to those in 2001.

Positively, management reduced the amount of short-term debt in
the company's capital structure during the year. Therefore, debt
rollover is not a risk at present. Additionally, the company has
over $1.1 billion of available liquidity at Dec. 31, 2002,
including full availability under its bank revolvers, in order
to help meet upcoming debt maturities and committed capital
expenditures. Fitch notes that a $350 million bank credit
facility expires in 2003 but it is believed the company will
seek to extend the majority of this facility. The combination of
available liquidity and good cash flow from operations, over
$1.3 billion in 2002, is reflected in the Stable Rating Outlook.

In 2001 and 2002, management implemented strategies to improve
the company's operating efficiency and reduce its risk profile
through workforce and business rationalization programs. On
Dec. 17, 2002, GATX announced that it would exit its Venture
Finance and Technology Finance businesses, either through sale
to another party or portfolio liquidation. While business
diversity is generally viewed favorably, these businesses were
outside GATX's core emphasis and, given the financial challenges
facing the company, became expendable.

Management provided earnings guidance for 2003 on its Jan. 31,
2003 year-end conference call. Projected net income of $65
million, subject to market assumptions, would slightly exceed
current common stock dividend requirements of approximately $63
million. Continued weak internal capital formation limits
management's ability to be opportunistic in the current
challenging environment and position the company for growth when
the economy rebounds. Therefore, Fitch believes that a revision
to the dividend policy is likely both to help build the capital
base but also to provide a buffer to unsecured debtholders as
additional secured debt is issued.

Based in Chicago, GATX Financial Corp., is a specialized finance
and leasing company.  The company is one of the largest
commercial aircraft and railcar operating lessors in the world
and has an information technology business with long-term growth
potential.


GEMSTAR-TV GUIDE: Settles Issues with US Department of Justice
--------------------------------------------------------------
Gemstar-TV Guide International, Inc., (Nasdaq:GMSTE) has reached
a settlement with the U.S. Department of Justice with regard to
the DOJ's belief that the Company engaged in unlawful
coordination of activities prior to the merger between Gemstar
International Group Limited and TV Guide, Inc., on July 12,
2000.

As part of the settlement, which includes no admission of
wrongdoing by Gemstar, the Company has agreed to a payment to
the government of $5.7 million.

The Company said that it was pleased to have this matter
resolved and to be able to maintain its primary focus on
delivering value to Gemstar's customers and shareholders.

Gemstar-TV Guide International, Inc., is a leading media and
technology company focused on consumer television guidance and
home entertainment. The Company's businesses include: television
media and publishing properties; interactive program guide
services and products; and technology and intellectual property
licensing. Additional information about the Company can be found
at http://www.gemstartvguide.com

                           *    *    *

As reported in Troubled Company Reporter's Sept. 9, 2002
edition, Standard & Poor's lowered its corporate credit
and bank loan ratings on Gemstar-TV Guide International Inc., to
double-'B' from double-'B'-plus.

Standard & Poor's said that all of the ratings remain on
CreditWatch with negative implications, where they were placed
on August 15, 2002.


GENTEK INC: Court Sets DIP Financing Hearing for February 18
------------------------------------------------------------
GenTek Inc., and its debtor-affiliates, including Noma Company,
seek the Court's authority to obtain secured postpetition
financing under a Credit, Guarantee and Security Agreement with
JPMorgan Chase Bank as agent and a syndicate of financial
institutions, which may include any or all of the Debtors'
prepetition lenders.

D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher, & Flom LLC,
in Wilmington, Delaware, asserts that the postpetition financing
should be approved for the preservation and enhancement of the
Debtors' going concern value.  According to Mr. Baker, GenTek
has a need for a letter of credit capacity to meet anticipated
standby letter of credit requests and to provide financial
assurance for obligations to be incurred by GenTek and its
subsidiaries in the ordinary course of their businesses.  The
Debtors also anticipate that Noma's operations will require cash
borrowings under the DIP Credit Agreement to satisfy its working
capital needs.

Mr. Baker relates that the Debtors were unable to obtain
financing on an unsecured administrative expense basis.

"The Debtors concluded that their existing lending syndicate
possessed unique knowledge of their businesses and restructuring
needs and could provide postpetition financing on the most
advantageous terms," Mr. Baker says.  Mr. Baker assures the
Court that the DIP Financing Agreement was subject to vigorous
and lengthy, arm's-length and good faith negotiations with the
Lenders.

The Debtors propose to grant the DIP Lenders security interests
in all of their presently owned and after-acquired property to
secure their obligations under the DIP Credit Agreement.  The
Debtors also intend to grant the Lenders payment priority with
respect to the obligations over any and all administrative
expenses of the kind specified in Sections 503(b) and 507 (b) of
the Bankruptcy Code.

Mr. Baker explains that the proposed priming is essentially a
consensual arrangement among the Prepetition Lenders, the
Debtors and the DIP Lenders.  Moreover, the Debtors do not
believe that the priming will prejudice the rights of any non-
consenting party-in-interest.

The salient terms of the Postpetition Financing package are:

Borrowers:   GenTek Inc. and Noma Company

Guarantors:  Certain of GenTek's direct and indirect
              subsidiaries.  Noma will not guaranty GenTek's
              obligations.  Instead, GenTek will guarantee
              Noma's obligations.

Lenders:     A syndicate of banks, financial institutions and
              other entities including JPMorgan Chase Bank

Agent:       JPMorgan Chase Bank

Commitment:  The Lenders commit:

              (a) up to $50,000,000 to back letters of credit
                  for GenTek -- including continued backing of
                  $30,000,000 of prepetition letters of credit;
                  and

              (b) a $10,000,000 revolving credit facility for
                  Noma.

Availability: The letters of credit will be used to support
              undertakings by the Debtors and to provide
              financial assurance for obligations the Debtors
              incurred.  The funds provided by the revolving
              credit facility will be available for Noma's
              general corporate purposes.

Maturity
Date:        The earliest of:

              (a) September 30, 2003, which can be extended
                  until December 31, 2003 with the Lenders'
                  approval; and

              (b) effective date of the reorganization plan.

Priority:    The DIP Lenders' claims will have superpriority
              status under Section 364(c)(1) of the Bankruptcy
              Code, subject to a Carve-Out, with the same
              priority as administrative expenses under Section
              503(b) of the Bankruptcy Code.

Liens:       The DIP Lenders' claims under the Postpetition
              Facility are secured, subject only to the Carve-
              Out:

              (a) pursuant to 11 U.S.C. Sec. 364(c)(2), by a
                  first priority, perfected lien on, and
                  security interest in all unencumbered property
                  of the Debtors;

              (b) pursuant to 11 U.S.C. Sec. 364(c)(3), by a
                  perfected junior lien on, and security
                  interest in, all property of the Debtors which
                  is subject to valid and perfected lien or
                  security interest on the Petition Date; and

              (c) pursuant to 11 U.S.C. Sec. 364(d)(1), by a
                  perfected first priority, senior priming lien
                  on, and security interest in:

                    (i) all property of the Debtors that is
                        subject to a lien or security interest
                        on the Petition Date to secure the
                        Debtors' obligations to the Prepetition
                        Lenders;

                   (ii) all property of the Debtors that is
                        subject to a lien or security interest
                        granted to the Prepetition Lenders
                        pursuant to the Final Cash Collateral
                        Order; and

                  (iii) property that is presently subject to
                        liens that are junior to the liens that
                        secure the prepetition obligations.

Interest:    The loans will bear interest at the Alternate Base
              Rate plus 2.25% for ABR loans, payable monthly in
              arrears, or adjusted LIBOR Rate plus 3.5% in the
              case of any loans bearing interest at a rate
              determined by reference to the Adjusted LIBOR Rate
              -- Eurodollar Loans.

Default
Rate:        For Borrowings consisting of Eurodollar Loans, the
              Adjusted LIBOR Rate in effect for the Borrowing
              plus 5.5%.  For all other amounts, the Alternate
              Base Rate plus 4.25%.

Consolidated
EBITDA:
              The Debtors covenant with the Lenders that they
              will not permit the consolidated EBITDA for each
              period to be less than the indicated amount:

                                                       Minimum
                                                    Consolidated
                        Testing Period                  EBITDA
                        --------------              ------------
                    09/01/2002 - 01/31/2003          $31,000,000
                    09/01/2002 - 02/28/2003           42,000,000
                    09/01/2002 - 03/31/2003           50,000,000
                    09/01/2002 - 04/30/2003           58,000,000
                    09/01/2002 - 05/31/2003           66,000,000
                    09/01/2002 - 06/30/2003           74,000,000
                    09/01/2002 - 07/31/2003           81,000,000
              Trailing 12 months ending 08/31/2003    89,000,000
              Trailing 12 months ending 09/30/2003    87,000,000
              Trailing 12 months ending 10/31/2003    87,000,000
              Trailing 12 months ending 11/30/2003    87,000,000
              Trailing 12 months ending 12/31/2003    89,000,000

              If the Debtors consummate the sale or other
              disposition of any of their businesses or assets,
              the amount set forth for the test period in which
              the transaction is so consummated and for any
              subsequent test period will be reduced by an
              amount equal to the portion of the Consolidated
              EBITDA attributed to the business or asset in a
              new business plan.

Fees:        The Debtors agree to pay the DIP Lenders a variety
              of fees:

              * facility fee equal to 1% of the total
                commitment;

              * $25,000 as annual administration fee;

              * commitment fee equal to 0.5% per annum on the
                unused commitment to both Noma and GenTek;

              * a letter of credit fee equal to 3.5% per annum
                of the face amount of the letter of credit; and

              * a fronting fee equal to 0.1% per annum of the
                face amount of the letter of credit.

Events of
Default:     A default occurs on any of these events:

              (a) Any representation or warranty made by the
                  Debtors that will prove to have been false or
                  misleading in any material respect when made
                  or delivered;

              (b) Default will be made in the payment of any:

                    (i) fees, interest on the Loans or other
                        amounts payable when due and the default
                        will continue un-remedied for more than
                        two business days; or

                   (ii) principal of the loans or reimbursement
                        obligations or cash collateralization in
                        respect of Letters of Credit, when the
                        principal will become due and payable;

              (c) Default will be made by the Debtors in the due
                  observance or performance of any covenant,
                  condition or agreement;

              (d) Default will be made by the Debtors in the due
                  observance or performance of any other
                  covenant, condition or agreement to be
                  observed or performed pursuant to the terms of
                  the DIP Agreement, the DIP Order, the Canadian
                  Recognition Order entered by the Ontario
                  Supreme Court recognizing the DIP Order, or
                  any of the other Loan Documents and the
                  default will continue un-remedied for more
                  than five days;

              (e) Any material provision of any Loan Document
                  will cease to be valid and binding on the
                  Debtors or the Debtors will assert in any
                  pleading filed in any court; or

              (f) Any event of default will occur and be
                  continuing under the Final Cash Collateral
                  Order beyond any applicable grace period.

                  Hearing On Feb. 18 in Wilmington

Judge Walrath will consider the terms of the DIP Financing
Agreement, any eleventh-hour changes and objections during the
Omnibus Hearing on February 18, 2003. (GenTek Bankruptcy News,
Issue No. 8; Bankruptcy Creditors' Service, Inc., 609/392-0900)


GENUITY: Wants Court to Compel Deutsche Bank to Produce Papers
--------------------------------------------------------------
John T. Montgomery, Esq., at Ropes & Gray, in Boston,
Massachusetts, recounts that on January 10, 2003, Genuity Inc.,
and its debtor-affiliates served Deutsche Bank with their First
Request for Production of Documents and First Set of
Interrogatories.  The First Request for Production of Documents
contained one request, which sought a narrow category of
documents:

   "Documents sufficient to show the value at which Deutsche
    Bank recorded its aggregate credit or loan extended to
    Genuity pursuant to the $2,000,000,000 5-Year Credit
    Agreement dated September 5, 2000 among Genuity and JP
    Morgan Chase Bank -- as administrative agent for the
    lenders, Chase Securities, Inc. -- as arranger, Citibank,
    N.A. -- as syndication agent, Credit Suisse First Boston
    and Deutsche Bank AG -- as co-documentation agents, and
    additional banks, financial institutions, and other
    institutional lenders listed, as of these dates:
    December 31, 2001, March 31, 2002, June 30, 2002, and
    July 23, 2002."

Deutsche Bank has now objected to this lone request on the
flimsiest of all grounds -- relevance.  Specifically, Deutsche
Bank objects on the grounds that the requested documents "are
irrelevant to the pending motions and not reasonably calculated
to lead to the discovery of admissible evidence, are irrelevant
to any claims or defenses of the parties, and as a result, the
burden of production far outweighs any benefit to be gained."

Mr. Montgomery tells the Court that the Debtors have cooperated
fully with Deutsche Bank's reasonable discovery requests.  Over
the past several weeks, Deutsche Bank has conducted discovery in
this proceeding at a breath-taking pace and at every turn, the
Debtors have attempted to accommodate Deutsche Bank's reasonable
requests for access to witnesses and for access to Genuity's
documentary evidence.  On December 18, 2002, for example,
Deutsche Bank served a total of 67 requests for the production
of documents on the Debtors, stipulating a return date of
December 23, 2002.  In response, the Debtors provided Deutsche
Bank with access to some 50 boxes of non-privileged documents,
beginning on December 21, 2002.  In addition, the Debtors have
made supplemental productions to Deutsche Bank, as appropriate
or when specifically requested, on an expedited basis -- in at
least one case, on the same day that the request was made by
Deutsche Bank.

Mr. Montgomery contends that Deutsche Bank's objection to the
Debtors' First Request for Production of documents is a monument
to insolence.  Deutsche Bank has simply determined on its own,
without providing any explanation of the basis for its
determination, that the documents that the Debtors seek are
"irrelevant" and won't be produced.  This conduct violates Local
Bankruptcy Rule 7034-1 and judicial precedent in this district.
As the United States District Court has held, "the assertion
that documents requested are irrelevant is not an adequate
response under Local Civil Rule 34.1 -- accord Local Bankruptcy
Rule 7034-1 -- which requires that all objections to document
requests be stated with "specificity".  See Factor v. Mall
Airways, 105 F.R.D. 52, 54 (S.D.N.Y.1990).  At the discovery
stage, doubts about relevance ordinarily should be resolved in
favor of production in the first instance; if material really is
irrelevant, it will be inadmissible at trial and little harm can
flow from discovery except the expense of production, which can
be shifted to the discovering party upon motion in appropriate
circumstances.  Flynn v. Goldman Sachs & Co., 1991 WL 238186 *1,
*4 (S.D.N.Y. 1991).

It should perhaps go without saying that the Debtors would not
have wasted the time to draft a single document request seeking
a narrow category of documents that the Debtors felt were
irrelevant to the instant proceeding.  Mr. Montgomery insists
that the documents that the Debtors have requested are
important, at least as to the Debtors' Supplemental Memorandum
in Support of the Debtors' 9019 Motion, because the Debtors
expect Deutsche Bank's internal documents to support the
Debtors' determination that the value of Genuity at various
points in time, and, therewith, the magnitude of one possible
measure of damages that might be recovered in a civil action
against Verizon are not sufficiently large to yield an expected
value of litigation that would justify foregoing the Level 3
transaction in pursuit of Verizon.

To the extent that Deutsche Bank intends to assert that the
Debtors' analysis of the magnitude of a possible recovery from a
suit against Verizon is too low or otherwise inaccurate, Mr.
Montgomery asserts that the documents and information sought by
the Debtors' First Request is clearly relevant.  On January 16,
2003, by conference call with Deutsche Bank's counsel, Sabin
Willett, Esq., the Debtors explained the potential relevance of
the documents and information sought and attempted to resolve
the present discovery dispute without recourse to this Court.
However, the Debtors' efforts in that regard were unsuccessful.

Accordingly, pursuant to the provisions of Rule 37 of the
Federal Rules of Civil Procedure, the Debtors ask the Court to
compel Deutsche Bank AG to produce the documents in the Debtors'
First Request for the Production of Documents. (Genuity
Bankruptcy News, Issue No. 6; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


GLOBAL CROSSING: Seeks Authority to Pay Foley & Lardner's Fees
--------------------------------------------------------------
On August 6, 2001, Roy Olofson, a former officer, sent a letter
to Global Crossing Ltd. and its debtor-affiliates raising
questions about certain accounting improprieties.  Olofson
subsequently sent draft complaints to the GX Debtors and
threatened to file a suit based on the alleged accounting
improprieties.

On February 11, 2002, GX's board of directors passed a
resolution creating a Special Committee on Accounting Matters of
the Board of Directors of Global Crossing Ltd. to:

    -- undertake a comprehensive investigation of the Olofson
       Allegations and other accounting matters, and

    -- recommend to the Board of Directors an appropriate
       response to the Olofson Allegations.

The resolution authorized the Special Committee to retain
counsel.

Global Crossing Corporate Secretary Mitchell C. Sussis relates
that the Special Committee consists of three directors charged
with conducting the Investigation.  The Board of Directors
appointed Mark Attanasio, Geoffrey Kent, and William Cohen to
the Special Committee.  Mr. Attanasio informed Samuel Winer of
Foley & Lardner that he wished to retain Foley & Lardner on the
Special Committee's behalf.  Foley & Lardner immediately began
working with the Debtors and its other professionals to conduct
the Investigation.

Due to the extreme notoriety of the Olofson Allegations and the
adverse impact on the Debtors' businesses caused by the daily
media coverage, Foley & Lardner began providing services before
the Debtors sought their employment.  The Debtors needed Foley &
Lardner immediately to assist the Special Committee to:

    -- preserve evidence at facilities in New Jersey, New York,
       California and Ireland;

    -- resolve accounting issues to facilitate the
       reorganization or sale of the Debtors' assets in the best
       interests of creditors;

    -- allow completion of the Debtors' year 2001 audit;

    -- demonstrate to the United States Securities and Exchange
       Commission that the Debtors were taking the appropriate
       steps to independently investigate the Olofson
       Allegations and would take the appropriate corrective
       measures;

    -- respond to the requests and inquiries of multiple
       interested parties and their counsel; and

    -- begin an immediate and comprehensive investigation of the
       Debtors' accounting matters.

The Debtors believed that the work of the Special Committee was
crucial to their estates.

According to Mr. Sussis, Foley & Lardner's services to the
Debtors included collecting, preserving, and reviewing
voluminous documents and other evidence relevant to the
Investigation, interviewing current and former employees,
officers, and directors of the Debtors, interviewing other
witnesses, and communicating with the SEC and other governmental
authorities.

On February 26, 2002, February 27, 2002, and March 18, 2002, Mr.
Attanasio, Mr. Kent, and Secretary Cohen resigned from the
Special Committee.  Despite these resignations, Foley & Lardner
continued its work to avoid the material, adverse negative
consequences to the Debtors' estates and their creditors that
would have resulted from the postponement of the ongoing
investigation.  Given the national media attention directed at
the Debtors during the first few weeks of these Chapter 11
cases, it was of the utmost importance for the Debtors to
resolve any allegations of accounting improprieties as quickly
and efficiently as possible, so as not to interfere with the
Debtors' efforts to reorganize.

Following the resignation of the three original members of the
Special Committee, Mr. Sussis relates that GX's Board of
Directors appointed Alice Kane, Jeremiah Lambert, and Myron
Ullman III as the new independent members to the Special
Committee.  For a variety of reasons, the new members of the
Special Committee decided to retain Coudert Brothers as its
primary counsel.  Foley & Lardner's involvement in these Chapter
11 cases stopped shortly thereafter.

Foley & Lardner fully shared the results of its work with the
new members of the Special Committee and with Coudert Brothers.
It delivered an enormous amount of data and internally generated
materials, including:

    -- all of the memoranda of the interviews that Foley &
       Lardner had conducted;

    -- summaries of the contemporaneous capacity purchases and
       sales that are the subject of the questions about the
       Debtors' historical accounting;

    -- suggested additional areas and topics for investigation
       and interviews;

    -- a 61-page PowerPoint presentation regarding Foley &
       Lardner's work on the Special Committee's behalf;

    -- a compilation of key internal documents and other
       materials to assist the Special Committee and Coudert
       Brothers with the Investigation;

    -- a chart of key personnel involved in each of the
       contemporaneous transactions;

    -- over 700 boxes of documents that it received as part of
       the evidence gathering process, together with CD-ROMs and
       other electronic data;

    -- legal source material that Foley & Lardner had gathered;
       and

    -- other information delivered to Coudert Brothers in a
       meeting on May 7, 2002, and in subsequent discussions.

Foley & Lardner's work contributed significant value to the
Debtors and the Special Committee in connection with the
Investigation, including:

    -- preserving evidence and enabling the Special Committee to
       validate independently the thoroughness of the evidence
       gathering process;

    -- beginning the Investigation before important witnesses
       left employment with the Debtors and creating a written
       record of the interviews of those employees;

    -- addressing the pressing nature of the Investigation
       during a time when multiple constituencies were in
       agreement with the Debtors' management, Board of
       Directors, and counsel that it was necessary to proceed
       with the investigation as quickly as possible; and

    -- demonstrating that the Debtors were responding
       appropriately to the Olofson Allegations.

Prior to January 17, 2003, the Debtors asked Foley & Lardner to
consider seeking a smaller amount of fees than those actually
incurred.  The Debtors made this request in an effort to reduce
the overall costs of the Investigation in light of the fact that
the Special Committee ultimately chose a different counsel and
that the selection necessarily implied a certain amount of
duplication of services.  As a result, Foley & Lardner have
agreed to reduce their fee request by 50% while disbursements
will be reimbursed in full.  Fifty percent of Foley & Lardner's
legal fees amount to $238,293.75 and 100% of its disbursements
equal $71,735.  The Debtors have been advised that this
reduction is acceptable to the Creditors' Committee and the U.S.
Trustee.

The Fees represent hourly rates charged by Foley & Lardner,
which currently range from:

       Partners                     $275 - 630
       Associates                    175 - 455
       Legal Assistants               40 - 255

These rates are consistent with the rates charged by Foley &
Lardner in matters of this type and are subject to periodic
adjustment to reflect economic and other conditions.  Foley &
Lardner's hourly rates are set at a level designed to fairly
compensate the firm for the work of its attorneys and paralegals
and to cover fixed and routine variable overhead expenses.
Hourly rates vary with the experience and seniority of the
individuals assigned to the matter and may be adjusted by Foley
& Lardner from time to time.

Mr. Sussis tells the Court that the Disbursements represent
actual, necessary expenses and other charges incurred by Foley &
Lardner.  It is Foley & Lardner's policy to charge its clients
for all expenses incurred in connection with a client's case.
The disbursements include telephone and telecopier toll charges,
transportation and travel expenses, shipping or hand delivery
charges, document processing and photocopying charges, expenses
for "working meals," and computerized research and transcription
costs.  Foley & Lardner believes that it is appropriate to
charge these expenses to the clients incurring them rather than
to increase its hourly rates and thereby, spread the expenses
among all clients.  Foley & Lardner has charged the Debtors for
the Disbursements in a manner and at rates consistent with
charges made generally to its other clients.

Pursuant to the Agreement, Foley & Lardner waives and forever
releases any and all claims against the Debtors, their officers,
directors, employees, shareholders, successors, and assigns for
any payment not included in the Fees and Disbursements,
including any administrative expense claims under Section 503 of
the Bankruptcy Code.

Accordingly, the Debtors seek the Court's authority to pay the
Fees and Disbursements at this time without any holdback in
light of:

    -- the unusual circumstances concerning this retention;

    -- the significant discount agreed by Foley & Lardner; and

    -- the fact that Foley & Lardner will not be seeking future
       fees. (Global Crossing Bankruptcy News, Issue No. 33;
       Bankruptcy Creditors' Service, Inc., 609/392-0900)


GLOBAL INDUSTRIAL: Pa. Court Fixes Feb. 28 as Claims Bar Date
-------------------------------------------------------------
By Order of the U.S. Bankruptcy Court for the Western District
of Pennsylvania, February 28, 2003, is fixed as the last day for
filing of claims other than Asbestos Personal Injury Claims
against Global Industrial Technologies, Inc., and its debtor-
affiliates, or be forever barred from asserting their claims.

Proofs of Claim must be received before 5:00 p.m. on Feb. 28, by
the Debtors' Claims Agent and addressed to:

          Logan & Company, Inc.
          546 Valley Road, Upper Montclair
          New Jersey 07043
          Attn: Global Industrial Technologies Claims Dept.

Global Industrial Technologies, Inc., filed for Chapter 11
protection on February 14, 2002 (Bankr. W.D. Pa. Case No.
02-21626). David Ziegler, Esq., and Paul M. Singer, Esq., at
Reed Smith Shaw & McClay represent the Debtors in their
restructuring efforts.


GLOBALSTAR: New Valley Terminates $55 Million DIP Financing Pact
----------------------------------------------------------------
On January 15, 2003, Globalstar, L.P., filed a form reporting
that it and New Valley Corporation, a Delaware corporation had
reached an agreement in principle pursuant to which New Valley
would invest $55 million as part of a plan of reorganization of
the Partnership. As a first step in implementing that agreement
in principle, the Partnership and New Valley had entered into a
debtor in possession credit agreement pursuant to which the
Partnership could draw up to $20 million on the terms and
subject to the conditions set forth therein.

On January 30, 2003, New Valley notified the Partnership that,
due to its inability to reach final agreement with the official
committee of unsecured creditors in the Partnership's bankruptcy
proceeding, it was terminating its offer to provide the
Partnership with debtor-in-possession financing under the DIP
Facility and to make the investment described above. New Valley
subsequently delivered to the Partnership a written notice
formally terminating the DIP Facility in accordance with its
terms.

Globalstar, L.P., Globalstar Capital Corporation, Globalstar
Services Company, Inc., and Globalstar, L.L.C., filed for
chapter 11 protection in February 2002 in the District of
Delaware  (Bankr. Case No. 02-10504).  Globalstar. L.P. operates
a worldwide low-earth orbit satellite-based digital
telecommunications system and provides a satellite
communications and communication-related service.  Paul Leake,
Esq., and John J. Rapisardi, Esq., at Jones, Day, Deavis &
Pogue, represent the Company.  The company reported $573,431,000
in assets and $3,325,553,000 in debts when it filed for chapter
11 protection.  The Company's Senior Noteholders, owed
$1,450,000,000, top the unsecured creditors' list, followed by
Loral Space & Communications, Ltd , Qualcomm Incorporated,
Lockhead Martin Corporation, and Ericsson Mobile Communications.


GROUP MANAGEMENT: Distributing Dividend on February 24, 2003
------------------------------------------------------------
Group Management Corporation declared a dividend on January 31,
2003.  The record date is February 13, 2003, and the payment, or
distribution, date will be February 24, 2003.

For every two shares of Group Management Corp. common stock
there will be paid, as a dividend, one unit consisting of the
following securities of GPMT Acquisition Corp., I and Group
Management Corp.

(a)  5 shares of Class A Common Stock of GPMT Acquisition Corp.,
     I.;

(b)  5 Shares of Class B Common Stock of GPMT Acquisition Corp.,
     I.;

(c)  One (1) Warrant to purchase GPMT Acquisition Corp., I,
     Class A Common Stock, for a period of one year from the
     declaration date at a price to be determined by the Board
     of Directors of Group Management Corp.;

(d)  One (1) Warrant to purchase Group Management Corp. common
     stock for a period of one year from the declaration date at
     a price to be determined by the Board of Directors of Group
     Management Corp.

There will be no fractional dividend units paid.  The units will
be paid on the nearest whole number of shares rounded up.  There
are no conditions or governmental approval necessary for the
dividend to be paid. The dividend unit will be restricted and
will not trade in the market.


HANOVER COMPRESSOR: Amends Revolver and Other Lease Agreements
--------------------------------------------------------------
Hanover Compressor Company (NYSE:HC), the leading provider of
outsourced natural gas compression services, has entered into an
agreement with its lender group to amend its $350 million
corporate revolving credit facility and certain operating leases
totaling approximately $573 million financed with a group of
commercial banks. The amendment modifies certain financial
covenants to allow Hanover greater flexibility in accessing the
capacity under the Revolver to support its short-term liquidity
needs.

"At the higher end of our permitted consolidated leverage ratio,
the amendment would increase the commitment fee under the
Revolver by 0.125% and increase the interest rate margins used
to calculate the applicable interest rates under Revolver and
the Bank Leases by up to 0.75%. Any increase in our interest
cost as a result of the amendment will depend on Hanover's
consolidated leverage ratio at the end of each quarter, the
amount of indebtedness outstanding and the interest rate quoted
for the benchmark selected by us," the Company says.

As part of the amendment, Hanover granted the lenders under the
Revolver and the Bank Leases a security interest in the
inventory, equipment and certain other property of Hanover and
its domestic subsidiaries, and pledged 65% of the equity
interest in Hanover's foreign subsidiaries.  In consideration
for obtaining the amendment, Hanover agreed to pay approximately
$1.3 million to the lenders under these agreements.

Hanover's bank lenders -- according to data obtained from
http://www.LoanDataSource.com-- are:

   * JPMorgan Chase Bank;
   * Arab Banking Corporation;
   * DZ Bank AG Deutsche Zentral-Genossenschaftsbank,
        New York Branch;
   * Bank of Scotland;
   * RZB Finance LLC;
   * FBTC Leasing Corp.;
   * Deutsche Bank Trust Company Americas;
   * Mizuho Corporate Bank, Houston Office;
   * Bank of Nova Scotia;
   * Suntrust Bank;
   * Citibank, N.A.;
   * Natexis Banques Populaires;
   * Credit Suisse First Boston;
   * Wachovia Bank, National Association;
   * BankOne, NA (Main Office Chicago);
   * National City Bank;
   * Scotiabanc Inc.; and
   * Societe Generale.

Hanover Compressor Company -- http://www.hanover-co.com-- is
the global market leader in full service natural gas compression
and a leading provider of service, financing, fabrication and
equipment for contract natural gas handling applications.
Hanover sells and provides this equipment on a rental, contract
compression, maintenance and acquisition leaseback basis to
natural gas production, processing and transportation companies
that are increasingly seeking outsourcing solutions. Founded in
1990 and a public company since 1997, Hanover's customers
include premier independent and major producers and distributors
throughout the Western Hemisphere.

As reported in Troubled Company Reporter's November 18, 2002
edition, Standard & Poor's placed its ratings on Hanover
Compressor Co., ('BB' corporate credit rating) on CreditWatch
with negative implications, reflecting the company's
announcement that the SEC was changing the status of its review
of financial restatements to formal from informal.

The Houston, Texas-based gas compressor equipment manufacturer
has about $1.7 billion in outstanding debt.

DebtTraders reports that Hanover Compressor Co.'s 4.750%
convertible bonds due 2008 (HC08USR1) are trading between 70 and
72. For real-time bond pricing, see
http://www.debttraders.com/price.cfm?dt_sec_ticker=HC08USR1


HAYES LEMMERZ: Reaches Agreement on Plan of Reorganization
----------------------------------------------------------
Hayes Lemmerz International, Inc., (OTC Bulletin Board: HLMMQ)
reached an agreement in principle on its Disclosure Statement
and Plan of Reorganization with its pre-petition secured lenders
and Apollo Management V, L.P., which manages funds owning over
40% of the Company's Senior Notes. The parties believe they are
close to reaching agreement with the Official Committee of
Unsecured Creditors, the last major constituent in the case.

The Disclosure Statement hearing held in the United States
Bankruptcy Court for the District of Delaware on February 6,
2003 has been continued until February 20, 2003, after resolving
most of the 10 objections before the Court. The Company believes
that this brief continuation will allow time for an agreement
including the Creditors' Committee to be finalized, which will
permit timely confirmation of its Plan of Reorganization on
April 9, 2003.

"We are pleased with the progress to date and believe that this
will enable the Company to emerge timely from Chapter 11 and
maximize the value for our constituents," said Curt Clawson,
Chairman and CEO.

Hayes Lemmerz and its subsidiaries in the United States and one
subsidiary in Mexico filed voluntary petitions for
reorganization under Chapter 11 of the bankruptcy code in the
U.S. Bankruptcy Court for the District of Delaware on
December 5, 2001.

Hayes Lemmerz International, Inc., is one of the world's leading
global suppliers of automotive and commercial highway wheels,
brakes, powertrain, suspension, structural and other lightweight
components. The Company has 44 plants, 3 joint venture
facilities and 11,400 employees worldwide.


INTEGRATED HEALTH: Gets Okay to Divest Seattle Nursing Facility
---------------------------------------------------------------
Integrated Health Services, Inc., and its debtor-affiliates
sought and obtained Court authority to:

   -- implement a certain Operations Transfer Agreement with
      SunBridge Healthcare Corporation, as transferee, which
      provides a framework for the orderly transition to the New
      Operator of the operations of that certain skilled nursing
      facility known as "Integrated Health Services of Seattle"
      located at 820 NW 95th Street in Seattle, Washington; and

   -- assume and assign the Medicare and Medicaid provider
      reimbursement numbers and associated provider
      reimbursement agreements.

James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor
LLP, in Wilmington, Delaware, relates that on October 27, 1995,
Omega Healthcare Investors, Inc., as lessor, and the Debtors, as
lessee entered into an Amended and Restated Lease, pursuant to
which Omega leased the Facility to the Debtors.  Within a short
period of time after entering into the Lease, it became apparent
to the Debtors that the heating system at the Premises was
inadequate. The Premises had been expanded prior to the time
that the Debtors became a tenant, and the antiquated HVAC system
was inadequate to meet the increased demand for heat and air
conditioning, which was caused by the expansion.  A variety of
solutions to the problem were considered, and the Debtors
received quotes from a number of different contractors.
However, no action was taken because of the complexity of the
construction work, which would have been required to meet the
requirements set by city, county, and state agencies, and
applicable building codes.  Rather than expose the residents of
the Facility to unhealthy conditions, the Debtors "banked" a
certain number of beds in the wing of the building where the
heating problems were most acute.

Following the Petition Date, Mr. Patton relates that the
Debtors' management evaluated the financial performance of the
Facility, its proximity to other Debtor-operated facilities, and
the condition of its physical plant, and concluded that it would
not be prudent to maintain the Facility's operations.  The
Debtors' analysis indicated that the Lease did not add
sufficient value to their estates.  The Facility's projected
year 2002 EBITDAR is $620,300, but after payment of annual rent
amounting to $1,485,320, the Facility's pro-forma earnings
before interest, taxes, depreciation and amortization is
negative $865,020.

The Transfer Agreement between the Debtors and the New Operator
is intended to govern the transition of the operations of the
Facility to the New Operator in accordance with applicable state
and federal law.  More specifically, the Transfer Agreement
governs:

   -- the transfer of the Debtors' personal property located at
      the Facility to the New Operator, including inventory,
      furniture, fixtures, equipment and supplies, as well as
      resident lists and records;

   -- the assumption and assignment of the Debtors' rights to
      the Medicare Provider Agreements;

   -- the transfer of Resident Trust Funds;

   -- the employment of the Debtors' employees;

   -- the disposition of unpaid accounts receivable;

   -- prorations of utility charges, real and personal property
      taxes, and any other items of revenue or expense
      attributable to the Facility; and

   -- access to records.
(Integrated Health Bankruptcy News, Issue No. 50; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


INTEGRATED TELECOM: Tinkering with Disclosure Statement
-------------------------------------------------------
Integrated Telecom Express, Inc., (OTC: ITXIQ) said that the
United States Bankruptcy Court for the District of Delaware, at
a hearing on February 3, 2003, preliminarily approved the
Disclosure Statement for Integrated Telecom Express' plan of
reorganization that would provide for the liquidation of the
Company and distribution of substantially all of the Company's
cash and assets. Final approval of the Disclosure Statement is
subject to the making of limited modifications. The Company
intends to make the necessary modifications and seek the
appropriate authorizations to proceed to solicit votes
concerning its Plan within the next week. Copies of the Plan and
the Disclosure Statement will be posted on the Company's Web
site at http://www.itexinc.com

The Company expects to distribute the Disclosure Statement and
ballots to creditors and stockholders on or before February 14,
2003. The Court has set March 14, 2003 as the deadline for
creditors and stockholders to vote on the Plan. A hearing on the
Plan is currently scheduled for March 25, 2003.

The Court's order also permits the Equity Committee to submit an
alternative plan to the stockholders for a vote. As part of that
process, the alternative plan proposal must be submitted to the
Court by no later than March 14, 2003.

Integrated Telecom Express, Inc., provides integrated circuit
and software products to the broadband access communications
equipment industry.  The Company filed for chapter 11 protection
(Bankr. Del. Case No. 02-12945) on October 8, 2002.  Laura Davis
Jones, Esq., and Tobias S. Keller, Esq., at Pachulski, Stang,
Ziehl, Young & Jones, PC, represent the Debtor.  The Company
reported $115,969,000 in total assets and $4,321,000 in debts on
its chapter 11 petition date.


J. CREW GROUP: Hires Mickey Drexler as New Chairman & CEO
---------------------------------------------------------
On January 24, 2003, J. Crew Group, Inc., and its wholly-owned
subsidiary J. Crew Operating Corp. entered into a Services
Agreement with Millard S. Drexler and Millard S. Drexler, Inc.,
his service company, pursuant to which Mr. Drexler will serve as
Chairman and Chief Executive Officer of the Company for an
initial period of up to five years.

Under the agreement, Mr. Drexler will be paid cash compensation
of up to $700,000 per year (comprised of base salary, bonus, and
expense reimbursement).  Mr. Drexler will also receive, subject
to certain stockholder approvals, (i) an option to purchase
557,926 shares of the Group at an exercise price of $6.82 per
share, (ii) an option to purchase 836,889 shares of the Group at
an exercise price of $25.00 per share, (iii) an option to
purchase 836,889 shares of the Group at an exercise price of
$35.00 per share, and (iv) 725,303 shares of the Group as
restricted stock, subject to various vesting schedules. In
consideration for the grants described in clauses (i) and (iv)
above, Mr. Drexler will pay the Company $1,000,000 on the date
of grant. In addition to the equity grants described above,
Millard S. Drexler, Inc. will receive 55,793 shares of the Group
as fully vested restricted stock. In connection with the equity
awards, Mr. Drexler, the Group and the Group's majority
stockholder entered into a Stockholders' Agreement, dated
January 24, 2003.

In the event that Mr. Drexler's employment is terminated by the
Company without cause or by Mr. Drexler for good reason, Mr.
Drexler will be entitled to the continuation of his base salary
for the one year period following his termination, the immediate
vesting of any portion of the restricted shares that has not yet
become vested as of the date of termination and the immediate
vesting of that portion of the stock options that would have
become vested and exercisable on the anniversary of the date of
grant immediately following the date of termination. However, if
his termination occurs after the consummation of a change in
control, any portion of the stock options that has not yet
become exercisable shall become immediately exercisable on such
date of termination. Mr. Drexler will also be subject to a two-
year non-solicitation provision and a one-year non-competition
provision following certain terminations of his employment.

Prior to joining the Company, Mr. Drexler served as the CEO of
Gap, Inc. from 1995 to September 2002, at which time he retired
from the position. He joined Gap, Inc. as president of the Gap
division in 1983, was named president of Gap, Inc. four years
later, and later became the CEO. Prior to joining Gap, Inc., Mr.
Drexler was President and the CEO of Ann Taylor.

On January 24, 2003, the Company entered into an employment
agreement with Jeffrey A. Pfeifle pursuant to which Mr. Pfeifle
will serve as the President of the Company for a five-year,
renewable term. Under the agreement, Mr. Pfeifle will receive an
annual base salary of $760,000, an annual bonus of up to 100% of
the base salary based on the achievement of performance
objectives, and a long-term cash incentive in an amount between
$800,000 and $1,200,000. The agreement also provides for a one-
time signing bonus of $2,000,000. Mr. Pfeifle will also receive,
subject to certain stockholder approvals, (i) an option to
purchase 167,378 shares of the Group at an exercise price of
$6.82 per share, (ii) an option to purchase 111,585 shares of
the Group at an exercise price of $25.00 per share, (iii) an
option to purchase 111,585 shares of the Group at an exercise
price of $35.00 per share, and (iv) 111,585 shares of the Group
as restricted shares, subject to various vesting schedules.

In the event that Mr. Pfeifle's employment is terminated by the
Company without cause or by Mr. Pfeifle for good reason, Mr.
Pfeifle will be entitled to the continuation of his base salary
for the two-year period following such termination and a pro-
rata portion of his annual bonus, provided that if any such
termination occurs prior to the third anniversary of his
commencement date, Mr. Pfeifle will receive no less than
$2,000,000. In addition, in the event of any such termination
prior to a change in control, Mr. Pfeifle will be entitled to
the immediate vesting of that portion of the options and
restricted stock that would have become vested on the
anniversary of the date of grant immediately following his
termination. However, if his termination occurs after a change
in control or, if such termination is in contemplation of a
change in control, within the 6-month period immediately prior
to a change in control, Mr. Pfeifle will be entitled to the
immediate vesting of all of his options and restricted stock.
Mr. Pfeifle will be subject to a one-year non-solicitation
provision and a 6-month non-competition provision following
certain terminations of his employment. In addition, upon the
occurrence of certain terminations of Mr. Pfeifle's employment,
Mr. Drexler has agreed to reimburse the Company up to
$1,880,000.

Prior to joining the Company, Mr. Pfeifle began employment with
Gap, Inc. in 1993 as its vice president - men's product and
design for Banana Republic. From 1995 to the present, Mr.
Pfeifle served as executive vice president - product and design
at Old Navy. Prior to joining Gap, Inc., he was the director of
merchandising for Ralph Lauren.

On January 27, 2003, the Company entered into an employment
agreement with Scott Gilbertson pursuant to which Mr. Gilbertson
will serve as the Chief Operating Officer of the Company for a
five-year, renewable term. Under the agreement, the Company will
pay Mr. Gilbertson an annual base salary of $450,000 and an
annual bonus of up to 140% of the base salary based on the
achievement of certain performance objectives. Mr. Gilbertson
will also receive, subject to certain stockholder approvals, (i)
an option to purchase 111,585 shares of the Group at an exercise
price of $6.82 per share, (ii) an option to purchase 66,951
shares of the Group at an exercise price of $25.00 per share,
(iii) an option to purchase 66,951 shares of the Group at an
exercise price of $35.00 per share, and (iv) 111,585 shares of
the Group as restricted shares, subject to various vesting
schedules.

In the event that Mr. Gilbertson's employment is terminated by
the Company without cause or by Mr. Gilbertson for good reason,
Mr. Gilbertson will be entitled to the continuation of his base
salary for the eighteen-month period following such termination
and a pro-rata portion of his annual bonus. In addition, in the
event of any such termination prior to a change in control, Mr.
Gilbertson will be entitled to the immediate vesting of that
portion of his options and restricted stock that would have
become vested on the anniversary of the date of grant
immediately following his termination. However, if his
termination occurs after a change in control, Mr. Gilbertson
will be entitled to the immediate vesting of all of his options
and restricted stock. Mr. Gilbertson will be subject to a two-
year non-solicitation provision and a one-year non-competition
provision following certain terminations of his employment.

Prior to joining the Company, Mr. Gilbertson was a Principal at
Texas Pacific Group from 1998 and prior thereto he was a
Consultant with The Boston Consulting Group from 1991.

In addition, Kenneth S. Pilot has resigned from his positions as
Chief Executive Officer of the Company and a member of the Board
of Directors.

                           *   *   *

As previously reported, Standard & Poor's had lowered its
corporate credit rating on J. Crew Group Inc., to single-'B'-
minus from single-'B' based on the company's poor operating
performance over the past year-plus and weakening credit
protection measures.  The outlook's negative.


J.L. FRENCH: S&P Raises Junk Ratings to B Following Refinancing
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
and senior secured debt ratings on Sheboygan, Wisconsin-based
J.L. French Automotive Castings Inc., a vertically integrated
aluminum die casting company, to 'B' from 'CCC'. The rating
action follows the company's recently completed $190 million
refinancing, which improved its near-term liquidity position.
Proceeds from the refinancing were used to retire all of the
outstandings under the company's term loan A and to modestly
reduce outstandings under the company's term loan B and
revolving credit facility. Additionally, Standard & Poor's
removed the corporate credit rating from CreditWatch, where it
was placed Dec. 30, 2002. At the same time, Standard & Poor's
assigned its 'B' rating to the company's new four-year $95
million term loan C. The outlook is now stable.

By refinancing the company's term loan A, J.L. French has
drastically reduced its scheduled debt amortization payments and
has meaningfully improved its financial flexibility over the
near term. Furthermore, refinancing risk will increase over
time, with heavy requirements starting in mid-2006.
"Nonetheless, the company remains aggressively leveraged with
total debt to EBITDA of about 5.6x as of Sept. 30, 2002, and has
a modest amount of liquidity," said Standard & Poor's credit
analyst Eric Ballantine.

The ratings reflect the company's solid niche market position in
the automotive casting market combined with an aggressive
financial profile. J.L. French is a vertically integrated,
valued-added manufacturer of aluminum die cast automotive parts.
The company's products include oil pans, rocker arm covers,
timing chain covers, transmission cases, and several other
aluminum automotive products.

The automotive casting market is large (over $10 billion) and
highly fragmented, with companies competing on price, size,
complexity of casting, and value-added capabilities, such as
machining and design. Additionally, OE are looking for suppliers
that can source components on a global basis. J.L French has
facilities located throughout North America and Europe and
produces a wide range of castings from small rocker arms to
transmission cases weighing over 45 lbs. Customer concentration
is a risk as over 75% of sales are from its top two customers
(Ford and GM).

J.L. French continues to experience very competitive market
conditions within the automotive casting market, which is
characterized by intense pricing pressure. The company is
improving its cost structure through various cost-cutting
initiatives and has recently won several new business contracts,
such as the recently announced $65 million contract with
DaimlerChrysler. J.L. French remains aggressively leverage with
total debt to EBITDA of around 5.6x and EBITDA to interest of
about 2.1x as of Sept. 30, 2002. Going forward, total debt to
EBITDA is expected in the 4.5x to 5x area and EBITDA interest
coverage in the 2x area.


KASPER ASL: Brings-In Solomon as Special Committee's Advisors
-------------------------------------------------------------
Kasper A.S.L., Ltd., and its debtor-affiliates relates that
subsequent to the commencement of their chapter 11 cases,
Kasper's senior management team informed the company's
Board of Directors that it was interested in acquiring the
Debtors pursuant to a plan of reorganization.

The Board appointed two of its members who have no other
relationships with, or interest in, the Debtors, Denis Taura and
Salvatore Salibello, as a special committee of the Board to
consider, review and determine the best reorganization
alternatives for the Debtors if Management were to make or join
in a proposal by a third party to acquire the Debtors.

The Special Committee intends to continue work closely with the
Committee in order to assure that the Debtors adopt the best
available reorganization alternative and to maximize recoveries
for the creditors of the Debtors.  In this connection, Debtors
seek to employ the firm of Peter J. Solomon Company Limited to
serve as financial and strategic advisor to the Debtors' Special
Committee.

Peter J. Solomon's services may include:

     (a) familiarizing itself to the extent it deems appropriate
         and feasible with the business, operations, properties,
         financial condition and prospects of the company and,
         to the extent relevant, any prospective buyer;

     (b) advising and assisting the Special Committee and the
         Committee in considering the desirability of effecting
         a Transaction, and, if the company believes such a
         Transaction to be desirable, in developing a general
         strategy for accomplishing a Transaction;

     (c) advising and assisting the Special Committee and the
         Committee in identifying potential buyers and on behalf
         of the Special Committee, contacting such potential
         buyers as the Special Committee, in consultation with
         the Committee, may designate;

     (d) assisting the company in the preparation of descriptive
         data concerning the company, based upon information
         provided by the company;

     (e) consulting with and advising the Special Committee and
         the Committee concerning opportunities for any
         Transaction and periodically advising the Special
         Committee and the Committee as to the status of
         dealings with any potential buyer;

     (f) advising and assisting the Special Committee in making
         presentations to the Board and the Committee concerning
         general strategy and any proposed Transaction;

     (g) advising and assisting the Special Committee in the
         course of its negotiations of a Transaction with any
         potential buyer and advising the Committee of same;

     (h) in consultation with the Special Committee and the
         Committee, advising and assisting the company in the
         execution of and closing under a definitive agreement;

     (i) providing a reorganization enterprise valuation of the
         company, if required and testimony and evidence as an
         expert in connection with any hearings by the Court
         relating to any Transaction or confirmation of any plan
         of reorganization resulting from such Transaction;

     (j) providing an analysis of any competing bids and
         alternative transactions to the Special Committee and
         the Committee;

     (k) providing the Special Committee and the Committee with
         information concerning all bids and allowing them to be
         included in meetings, subject to the fiduciary
         obligations of the Special Committee and the
         availability of Committee representatives; and

     (l) rendering such other financial advisory services as may
         from time to time be agreed upon by PJSC and the
         Debtors, after consultation with the Special Committee
         and the Committee.

Solomon is to be paid a retainer of $300,000, of which $100,000
will be payable upon the execution of the Engagement Letter.
Further, PJSC is to be paid a Transaction fee equal to the
greater of $1 million and 1.125% of the Aggregate Consideration

The Debtors assure the Court that Solomon will not incur any
out-of-pocket disbursements in excess of $25,000 without prior
approval by a member of the Special Committee.

Kasper A.S.L., Ltd., one of the leading women's branded apparel
companies in the United States filed for chapter 11 protection
on February 05, 2002 (Bankr. S.D.N.Y. Case No. 02-10497). Alan
B. Miller, Esq. at Weil, Gotshal & Manges, LLP represents the
Debtors in their restructuring efforts. When the Company filed
for protection from its creditors, it listed $308,761,000 in
assets and $255,157,000 in debts.


KENTUCKY ELECTRIC: Files for Chapter 11 Protection in Kentucky
--------------------------------------------------------------
Kentucky Electric Steel, Inc., (Nasdaq:KESI) filed a voluntary
petition for reorganization under Chapter 11 of the U.S.
Bankruptcy Code in the United States Bankruptcy Court for the
Eastern District of Kentucky (Ashland Division). Chapter 11
allows a company to continue operating its business and to
maximize recovery for the company's stakeholders. The filings
will enable the Company to continue to conduct business as it is
currently conducted while it develops a reorganization plan.

Kentucky Electric Steel also announced that it will seek
approval from the Bankruptcy Court of an agreement with its
existing lenders, National City Bank of Kentucky, SunTrust Bank,
Connecticut General Life Insurance Company and Modern Woodmen of
America for use of cash collateral during a 60 day period.

The Company also announced that the Board of Directors has
elected George Smith, an employee of Navigant Consulting, Inc.,
as Chief Restructuring Officer.  Mr. Smith's duties will include
assisting in sourcing and evaluating possible strategic
alternatives available to the Company and participating and
assisting in the implementation of restructuring matters as
approved by the Board.

The Company also announced that due to previously reported
medical problems, Charles C. Hanebuth has stepped down as
Chairman of the Board of Directors, and has been replaced by
David C. Struve.  Mr. Hanebuth will remain as a member of the
Board of Directors.

Kentucky Electric Steel, Inc., is a publicly held company which
operates a specialty steel mini-mill, manufacturing special
quality steel bar flats for the leaf-spring suspension, cold
drawn bar conversion, truck trailer support beam, and steel
service center markets. Kentucky Electric Steel, Inc.'s common
stock (symbol: KESI) is traded on the NASDAQ Small Cap Market.


KENTUCKY ELECTRIC: Case Summary & 20 Largest Unsec. Creditors
-------------------------------------------------------------
Debtor: Kentucky Electric Steel, Inc.
        US Route 60 West
        Ashland, Kentucky 41102

Bankruptcy Case No.: 03-10078

Type of Business: Kentucky Electric Steel, Inc. is a Delaware
                  corporation, which manufactures special bar
                  quality alloy and carbon steel flats to
                  precise customer specifications for sale in a
                  variety of niche markets.

Chapter 11 Petition Date: February 5, 2003

Court: Eastern District of Kentucky (Ashland)

Judge: William S. Howard

Debtor's Counsel: Jeffrey L. Zackerman, Esq.
                  Kyle R. Grubbs, Esq.
                  Ronald E. Gold, Esq.
                  Frost Brown Todd LLC
                  2200 PNC Center
                  201 East Fifth Street
                  Cincinnati, OH 45202
                  Tel: (513) 651-6800
                  Fax : (513) 651-6981

Total Assets: $54,701,746

Total Debts: $45,849,388

Debtor's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
American Compressed Steel Corp.                       $868,802
PO Box 1817
Cincinnati, OH 45201

Mainsbach Metal Company                               $507,736
PO Box 1179
Ashland, KY 41101

Air Products and Chemicals                            $467,885
Dept. 312
PO Box 360545M
Pittsburgh, PA 15250-0545

The Carbide/Graphite Group, Inc.                      $288,572
PO Box 640932
Pittsburgh, PA 15264-0932

Noble Energy Marketing, Inc.                          $269,160
350 Glenborough
Suite 180
Houston, TX 77067

Riggs Machine & Fabricating, Inc.                     $232,376

Molton Industries, Inc.                               $206,070

Sheriff c/o of Boyd County                            $194,970

CSX Transportation                                    $166,872

LWB Refractories                                      $149,803

TC Industries, Inc.                                   $143,537

Chemical Lime                                         $146,413

MI-DE-CON, Inc.                                       $139,736

Burlington Northern & Santa Fe Railway                $120,947

SGL Carbon Corp.                                      $128,686

Ucar Carbon Company, Inc.                             $107,534

Vesuvius USA                                          $111,445

Protrade Steel Company, Ltd.                           $90,827

BPI, Inc.                                              $90,249

Konecranes, Inc.                                       $89,413


LEHMAN: Fitch Drops Class B-1 & M-2 Securities Ratings to CCC/B
---------------------------------------------------------------
Fitch Ratings takes rating actions on the following residential
mortgage-backed securitization:

           Lehman ABS Corporation, series 1998-1

-- Class B-1 ($961,309 outstanding) downgraded to 'CCC' from
   'BB';

-- Class M-2 ($1,923,323 outstanding) downgraded to 'B' from
   'BBB';

-- Class M-1 ($9,857,822 outstanding) rated 'A', placed on
   Rating Watch Negative;

-- Class A-1 affirmed at 'AAA'.

This action is the result of a review of the level of losses
expected and incurred to date and the current high delinquencies
relative to the applicable credit support levels. As of the
January 25, 2003 distribution:

Lehman ABS Corp. series 1998-1 remittance information indicates
that approximately 8.22% of the pool is over 90 days delinquent
and cumulative losses are $2,812,595 or 2.06% of the initial
pool. Currently, class B-2 has 0% of credit support, class B-1
has 0.58% of credit support remaining, class M-2 has 4.01% of
credit support remaining, and class M-1 has 10.89% of credit
support remaining.


LERNOUT & HAUSPIE: Obtains Court Nod for CFSB Dispute Settlement
----------------------------------------------------------------
Lernout & Hauspie Speech Products N.V. and Dictaphone Corp.,
sought and obtained Court approval of a stipulation settling a
dispute over the allocation of the fees charged by Credit Suisse
First Boston as the Debtors' exclusive financial advisor in
connection with the sale of Mendez SA.

CSFB agreed to accept a one-time payment of $2,875,000 in full
and final satisfaction of any obligation of any member of the
Debtors to CSFB other than:

        (a) the indemnity under the engagement letter between
            the parties, and

        (b) any payment owed to CSFB from the sale of the
            assets, securities or businesses of Mendez S.A.;

CSFB filed a Second Amended and Final Fee Application seeking
approval and allowance of the $2,875,000 payment.  The Debtors
agree that, subject to the Bankruptcy Court's allowance of the
CSFB Final Fee Application for $2,875,000, they would allocate
the CSFB payment among them as:

               Debtor                         Amount
               ------                         ------
               L&H NV                     $1,387,187.28
               L&H Holdings                  712,812.28
               Dictaphone                    775,000.00

In addition to the compensation of $2,875,000, Dictaphone
will pay CSFB $750,000 in Dictaphone stock as set forth in
the Dictaphone plan of reorganization.  Dictaphone will
distribute the $750,000 in Dictaphone stock to L&H NV as part of
the Allocation. (L&H/Dictaphone Bankruptcy News, Issue No. 35;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


LUMENON: CCAA Protection Extended to March 6
--------------------------------------------
Lumenon Innovative Lightwave Technology, Inc. (NASDAQ SC:LUMM),
has received a Default Notice from each of the holders of its
convertible notes, Capital Ventures International and Castle
Creek Technology Partners LLC.

The notices request the immediate repayment of the convertible
notes which are secured by a security interest in all of the
present and future property rights and assets of Lumenon and its
wholly-owned Canadian subsidiary, LILT Canada, Inc., including
the shares of LILT. All of Lumenon's activities and operations
are performed through LILT.

The Default Notices were received on February 4, 2003. Under the
terms of the convertible notes, the outstanding principal and
accrued interest (approximately CDN$12,734,272.00 or
US$8,407,125.00) must be paid to the noteholders within 5
trading days of such date. Subject to the court proceedings
described below, if the outstanding principal and interest are
not paid to the noteholders by such date, the noteholders will
have all the rights and remedies of a secured party under the
Uniform Commercial Code of the State of Delaware or of any
jurisdiction in which the property, rights and assets of Lumenon
or LILT are located, as well as any and all of the rights
provided for under Quebec law, including the right to institute
proceedings to take possession of such property, rights and
assets.

            CCAA Protection Continued to March 6

LILT is currently under the protection of an Initial Order
issued by the Superior Court of Quebec granting it certain
relief, including a stay of proceedings and protection from
creditors under the Canadian Companies' Creditors Arrangement
Act.

At a contested hearing Friday, Lumenon obtained an extension of
the Initial Order issued by the Superior Court of Quebec, on
January 8, 2003.  The Initial Order of the Court provides LILT
with certain relief, including a stay of proceedings and
protection from creditors under the Canadian Companies'
Creditors Arrangement Act. Pursuant to the Initial Order, all
payments in respect to any debt or obligations of LILT existing
on or before January 8, 2003 are stayed and suspended pending
development by LILT of a restructuring plan.

The Initial Order was set to expire pursuant to its original
terms on February 7, 2003 but LILT had petitioned the Court
seeking an extension of the Initial Order for an additional
period of thirty-one (31) days. At a hearing of the Court
commenced on February 6, 2003 and continued until February 7,
2003, the Court granted LILT an extension of the Initial Order
until 6:00 p.m. EST on Tuesday, February 11, 2003.  The Court
indicated at the hearing that it will sign a Renewal Order on
Tuesday, February 11, 2003, which Renewal Order is expected to
extend until March 6, 2003 and to be substantially similar in
terms to the Initial Order, with some modifications to be
finalized and specified at that time.

On January 24, 2003, the noteholders filed a motion with the
Court requesting that the Court rescind and annul the Initial
Order.  The Court reviewed the noteholders' motion on January
28, 2003.  Following the review, the Court decided to postpone
the hearing on the motion until February 6, 2003.  On February
5, 2003, LILT filed a petition with the Court seeking an
extension of the Initial Order for an additional period of 31
days.

                Still Not Out of the Woods

If the Court had denied LILT's request to extend the Initial
Order, the noteholders could have exercised their Secured Party
Rights with respect to the assets and properties of LILT.
Because the Court granted LILT's request to extend the Initial
Order, the noteholders will be stayed from exercising their
Secured Party Rights with respect to the assets and properties
of LILT during the period of the extension.  However, regardless
of the outcome of the LILT proceedings, the noteholders may be
able to exercise their Secured Party Rights with respect to the
assets of Lumenon, which consist primarily of the shares of
LILT.

Lumenon does not currently have sufficient resources to pay all
amounts owed under the convertible notes. Accordingly, Lumenon
after considering its alternatives in light of its receipt of
the Default Notices, including, without limitation, filed for
Chapter 11 protection under United States bankruptcy law in the
U.S. Bankruptcy Court for the District of Delaware. Any
protection granted to Lumenon under United States bankruptcy
law, however, would cover only the assets of Lumenon (e.g., the
shares of LILT) and would not prohibit the noteholders from
exercising their Secured Party Rights with respect to the assets
and properties of LILT upon the expiration of the Initial Order.

Lumenon Innovative Lightwave Technology, Inc., a photonic
materials science and process technology company, designs,
develops and builds optical components and integrated optical
devices in the form of packaged compact hybrid glass and polymer
circuits on silicon chips. These photonic devices, based upon
Lumenon's proprietary materials and patented PHASIC(TM) design
process and manufacturing methodology, offer system
manufacturers greater functionality in smaller packages and at
lower cost than incumbent discrete technologies. Lumenon(TM) is
a trademark of Lumenon Innovative Lightwave Technology, Inc.

For more information about Lumenon Innovative Lightwave
Technology, Inc., visit the Company's Web site at
http://www.lumenon.com


LUMEMON INNOVATIVE: Case Summary & Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Lumenon Innovative Lightwave Technology, Inc.
        8851 Trans-Canada Highway
        St. Laurent, Quebec Canada H45 1Z6

Bankruptcy Case No.: 03-10395

Type of Business: The Debtor's principal business activity is
                  designed to develop and build integrated
                  optic devices in the form of compact hybrid
                  glass circuits on silicon chips for equipment
                  provided in the telecommunication, data
                  communications and cable television markets.

Chapter 11 Petition Date: February 9, 2003

Court: District of Delaware

Debtor's Counsel: Laurie A. Krepto, Esq.
                  Greenberg Traurig, LLP
                  1000 West Street, Suite 1540
                  The Brandywine Building
                  Wilmington, DE 19801
                  Tel: 302-661-7000
                  Fax : 302-661-7360

Total Assets: $171,205,303

Total Debts: $7,050,000

Debtor's 3 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
CT Corporation              Fees                          $650

Godehar M. Hilfer           Pending Lawsuit                 $0

Precimold, Inc.             Pending Lawsuit                 $0


MAGNESIUM CORP: Court Fixes Feb. 18 as Admin. Claims Bar Date
-------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York establishes February 18, 2003, as the deadline for the
filing of requests for payment of administrative expense claims
against Magnesium Corporation of America and its debtor-
affiliate, MagCorp, or be forever barred from asserting their
claims.

Any person or entity wishing to assert an administrative claim
must submit a request for payment of that administrative expense
to the Clerk of the Bankruptcy Court before 5:00 p.m. on
Feb. 18.  A copy of the request must also be served on the
Debtors' Counsel.

Magnesium Corp. of America and its parent company, Renco Metals,
filed for Chapter 11 protection on August 2, 2001 (Bankr.
S.D.N.Y. Case Nos. 01-14311 and 01-14312).  Joseph H. Smolinsky,
Esq., at Chadbourne & Parke LLP represents the Debtors.

In June, Judge Gerber approved an asset purchase agreement to
sell its assets to US Magnesium LLC.  US Magnesium assumed $15
million owed under a DIP financing agreement provided by
Congress Financial, assumed $7 million of other liabilities and
paid $1 million in cash.  Salt Lake City-based MagCorp. is the
second-largest producer of magnesium in the United States.

Last month, the holders of more than 60% of the 11-1/2% Senior
Noted due 2003 issued by Renco Metals, Inc.:

       Face Amount  Noteholder
       -----------  ----------
       $24,210,000  AIG Global Investment Corp. (on behalf
                    of funds it manages or advises)
         4,750,000  Carlyle High Yield Partners, L.P.
         3,750,000  Carlyle High Yield Partners II, Ltd.
        15,361,000  Citadel Credit Trading Ltd.
        28,252,000  Citadel Equity Fund Ltd.
        21,101,845  RCG Carpathia Master Fund, Ltd.

asked Judge Gerber to appoint a chapter 11 trustee or convert
the company's chapter 11 case to a chapter 7 liquidation
proceeding.  Either option's fine, so long as the result is an
independent trustee in charge of the Company's wind-up.

The Noteholders, as previously reported in the Troubled Company
Reporter, are fed-up with delay and inaction, Gerald K. Smith,
Esq., at Lewis and Roca LLP in Phoenix tells the Bankruptcy
Court.  The Debtors filed a plan in February 2002 and abandoned
it when they couldn't get financing.  The Company's assets were
auctioned on May 30, 2002, and the sale transaction closed on
June 24, 2002.  There are potential fraudulent conveyance claims
to recapture illegal dividends and preferred stock redemptions
that aren't being investigated and pursued.  If they aren't
pursued, there will be no meaningful recovery to unsecured
creditors.

The Renco Noteholders indicate that they've already located a
capable lawyer who's willing to pursue the recovery on a
contingency fee basis.

Janice B. Grubin, Esq., at Golenbock, Eisman, Assor, Bell &
Peskoe in New York, serves as local counsel to the Noteholders.


MITEC TELECOM: Wins C$8-Million Contract with a Network Provider
----------------------------------------------------------------
Mitec Telecom Inc. (TSX: MTM), a leading designer and
manufacturer of wireless network products, received orders from
a major network provider to supply 800 MHz CDMA IS95 BTS micro
base stations for supply to China and South America. The value
of the contract is estimated at C$8 million. Deliveries are
scheduled to commence immediately.

"This new contract is a tremendous vote of confidence in Mitec,"
said Rajiv Pancholy, President and CEO. "With our liquidity
vastly improved, we can now put even more emphasis on serving
our customers with a range of highly reliable and well-designed
products."

MITEC Telecom is a leading designer and manufacturer of products
for the telecommunications industry. The Company sells its
products worldwide to network providers for incorporation into
high-performing wireless networks used in voice and
data/Internet communications. Additionally, the Company provides
value-added services from design to final assembly and maintains
test facilities covering a range from DC to 60 GHz.
Headquartered in Montreal, Canada, the Company also operates
facilities in the United States, Sweden, United Kingdom, China
and Thailand.

Mitec Telecom Inc., is listed on the Toronto Stock Exchange
under the symbol MTM. On-line information about Mitec is
available at http://mitectelecom.com The company's working
capital deficit tops C$7 million at October 31, 2002.


MORGAN STANLEY: Fitch Rates 6 Note Classes at Low-B Levels
----------------------------------------------------------
Morgan Stanley Dean Witter Capital I Trust 2003-TOP9, series
2003-TOP9, commercial mortgage pass-through certificates are
rated by Fitch Ratings as follows:

    --$318,748,000 class A-1 'AAA';
    --$610,834,000 class A-2 'AAA';
    --$1,077,776,827 class X-1* 'AAA';
    --$993,173,000 class X-2* 'AAA';
    --$32,333,000 class B 'AA';
    --$35,028,000 class C 'A';
    --$12,125,000 class D 'A-';
    --$14,819,000 class E 'BBB+';
    --$6,737,000 class F 'BBB';
    --$5,388,000 class G 'BBB-';
    --$10,778,000 class H 'BB+';
    --$4,042,000 class J 'BB';
    --$5,389,000 class K 'BB-';
    --$5,389,000 class L 'B+';
    --$2,694,000 class M 'B';
    --$2,695,000 class N 'B-';
    --$10,777,827 class O 'NR'.
    *interest-only

Classes A-1, A-2, B, C, and D are offered publicly, while
classes X-1, X-2, E, F, G, H, J, K, L, M, N, and O, are
privately placed pursuant to rule 144A of the Securities Act of
1933. The certificates represent beneficial ownership interest
in the trust, primary assets of which are 137 fixed-rate loans
having an aggregate principal balance of approximately
$1,077,776,827 as of the cutoff date.


MRS. FIELDS': Inks Amended & Restated Loan Pact with Foothill
-------------------------------------------------------------
On January 16, 2003, Mrs. Fields' Original Cookies, Inc.,
entered into a Second Amended and Restated Loan and Security
Agreement with Foothill Capital Corporation, pursuant to which
Mrs. Fields' Original Cookies' former credit facility with
LaSalle National Bank, a national banking association, was
replaced and all amounts outstanding under it were refinanced.

Under the New Credit Facility, which expires on November 1,
2004, the Company's maximum borrowing capacity, assuming it
satisfies certain borrowing base restrictions, will be increased
from $9.0 million (the Company's maximum borrowing capacity
under the Old Credit Facility as of January 14, 2003) to $11.9
million, $2.0 million of which is available in the form of
letters of credit and $9.9 million of which is available under
the revolving credit facility. The New Credit Facility, like the
Old Credit Facility, is fully secured by substantially all
Company assets.

                    Store Closings & Sales

Under the amended loan agreement, Congress gives its consent to
allow Mrs. Fields to close up to 40 stores this year and to sell
up to 80 stores, for cash equal to no less than three times
those stores' contribution margin.

                    Financial Covenants

Mrs. Fields covenants that Adjusted EBITDA, measured on a Fiscal
Quarter-end basis will not fall below:

                Minimum                 For the 12
             Adjusted EBITDA          Months Ending
             ---------------          -------------
              $20,600,000             December 2002
              $20,600,000             March 2003
              $22,300,000             June 2003
              $23,300,000             September 2003
              $22,000,000             December 2003
              $22,300,000             March 2004
              $22,800,000             June 2004
              $23,600,000             September 2004
              $23,800,000             December 2004

Mrs. Fields covenants that its Leverage Ratio will not exceed:

          For the Quarter Ending         Maximum Leverage Ratio
          ----------------------         ----------------------
          December 2002                         7.5

          March 2003                            7.5

          June 2003 and for each
          quarter thereafter through            7.0
          and including June 2004

          September 2004                        6.5

          December 2004                         6.5

Mrs. Fields agrees to limit capital expenditures to $4,300,000
per year in 2003 and 2004.

                    Mrs. Fields is Solvent

In extending the new financing Foothill obtained two specific
warranties and representations from Mrs. Fields:

     (a)  Borrower is Solvent.

     (b)  No transfer of property is being made by Borrower and
          no obligation is being incurred by Borrower in
          connection with the transactions contemplated by this
          Agreement or the other Loan Documents with the intent
          to hinder, delay, or defraud either present or future
          creditors of Borrower.

The Foothill loan agreement also contains a provision stating:

          16.8 REVIVAL AND REINSTATEMENT OF OBLIGATIONS. If the
     incurrence or payment of the Obligations by Borrower or any
     Guarantor or the transfer to Lender of any property should
     for any reason subsequently be declared to be void or
     voidable under any state or federal law relating to
     creditors' rights, including provisions of the Bankruptcy
     Code relating to fraudulent conveyances, preferences, or
     other voidable or recoverable payments of money or
     transfers of property (collectively, a "VOIDABLE
     TRANSFER"), and if Lender is required to repay or restore,
     in whole or in part, any such Voidable Transfer, or elects
     to do so upon the reasonable advice of its counsel, then,
     as to any such Voidable Transfer, or the amount thereof
     that Lender is required or elects to repay or restore, and
     as to all reasonable costs, expenses, and attorneys fees of
     Lender related thereto, the liability of Borrower or such
     Guarantor automatically shall be revived, reinstated, and
     restored and shall exist as though such Voidable Transfer
     had never been made.

Hydee R. Feldstein, Esq., at Paul, Hastings, Janofsky & Walker
LLP, provided legal counsel to Foothill in this financing
transaction.

                         *   *   *

As previously reported, Standard & Poor's Ratings Services
lowered its corporate credit rating on specialty food retailer
Mrs. Fields Original Cookies Inc. to triple-'C' from triple-'C'-
plus based on the company's very constrained liquidity position
and payment default risk.  The outlook is negative. Salt Lake
City, Utah-based Mrs. Fields had $152 million total debt
outstanding as of June 29, 2002.


MTS INC: Drops KPMG & Brings-In PwC as New Independent Auditors
---------------------------------------------------------------
On January 28, 2003, MTS, Incorporated dismissed KPMG LLP as the
Company's independent auditor. The decision to dismiss KPMG and
to seek a new independent auditor was approved by the Company's
board of directors. KPMG served as the Company's independent
auditor for the fiscal year ended July 31, 2002.

The Board of Directors has appointed the firm of
PricewaterhouseCoopers LLP to serve as the Company's independent
auditor for the Company's fiscal year ending July 31, 2003.
PwC's engagement commenced effective January 28, 2003.

                         *   *   *

As previously reported in the January 31, 2003, issue of the
Troubled Company Reporter, Standard & Poor's Ratings Services
said that it raised its corporate credit rating on MTS Inc., to
'CCC+' from 'CCC' and removed the rating from CreditWatch with
positive implications.

The outlook is negative. Sacramento, California-based MTS had
total debt outstanding of $209 million as of Oct. 31, 2002.


NATIONAL CENTURY: Reaches Accord with Lincoln & Sun Capital
-----------------------------------------------------------
On November 26, 2002, an interim stipulation was entered into by
and among National Century Financial Enterprises, Inc., and its
debtor-affiliates, Lincoln Hospital Medical Center, Inc.,
Millenium Health Group, Inc., Sun Capital Healthcare, Inc. and
Bank One regarding the turnover of certain funds to Lincoln
Hospital and Sun Capital.

Lincoln Hospital is a debtor in a bankruptcy case pending in the
United States Bankruptcy Court for the Central District of
California, Los Angeles Division.

The Interim Stipulation is being concurrently submitted for
approval to the California Bankruptcy Court.

Accordingly, Judge Calhoun authorizes the Debtors to enter into
the Interim Stipulation and take all actions necessary or
appropriate to implement the Interim Stipulation.

The Court rules that the automatic stay imposed by Section 362
of the Bankruptcy Code and any other orders or injunctions that
have been or may be entered by this Court are modified to the
extent necessary to allow the parties to implement the Interim
Stipulation wherein all collections received by Lincoln
Hospital's lockboxes and lockbox accounts at the Huntington
National Bank will be swept or otherwise transferred directly to
the lockboxes and lockbox accounts established by Sun Capital
pursuant to the Factoring Agreement and will be distributed
pursuant to the terms and conditions set forth in the Interim
Stipulation.

NPF XII, Inc. is a special purpose corporation formed for the
purpose of purchasing health care receivables and funding
purchases with the proceeds from the issuance of promissory
notes.  NPF XII appointed National Premier Financial Services,
Inc. to perform certain servicing, administrative and collection
functions in respect of the receivables purchased by NPF XII.

Lincoln Hospital, NPF XII, and NPFS are parties to a Sale and
Subservicing Agreement and related documents, the Receivables
Agreements, pursuant to which, among other things, NPF XII
purchased health care receivables from Lincoln Hospital.

Pursuant to the Receivables Agreements, as security for the
timely payment and performance of all obligations of Lincoln
Hospital to NPF XII, Lincoln Hospital granted to NPF XII and
Bank One a first priority perfected security interest in all of
its receivables not sold to NPF XII, all collections and rights
to payments from health care payors in respect of the
receivables, and all cash and non-cash proceeds.

Lincoln Hospital represents that NPF XII purchased all of their
receivables excluding rights to payment under the
Disproportionate Share Hospital Program of the California
Department of Health Services -- the DSH Payments -- during the
period ending October 2, 2002, but no more beginning October 3,
2002 -- the Cutoff Date.

Lincoln Hospital acknowledges that receivables generated prior
to the Cutoff Date other than DSH Payments, and collections on
account of the receivables, are NPF XII's property.  Lincoln
Hospital further acknowledges that receivables generated on and
after the Cutoff Date and prior to the Petition Date other than
the DSH Payments, and collections on account of the receivables,
constitute NPF XII's cash collateral.  Lincoln Hospital
represents that the expected collections on account of the
receivables generated between the Cutoff Date and the Petition
Date, NPF XII's cash collateral, is approximately $1,000,000 --
the NPF XII Cash Use Claim.

Lincoln Hospital has asked the California Bankruptcy Court to
sell its health care receivables generated on and after the
Cutoff Date to Sun Capital, pursuant to a Factoring Agreement.
Pursuant to the Factoring Agreement, Sun Capital will purchase
receivables from Lincoln Hospital at a price that is discounted
from the face value of the receivables.  After collections are
received by Sun Capital, Sun Capital may make payments from the
collections to Lincoln Hospital.

NPF XII and Bank One are prepared to consent to Lincoln
Hospital's use of their cash collateral pursuant to the terms of
the Interim Stipulation.

Millenium is the owner of all of the common stock of Lincoln
Hospital and it owes substantial sums to NPF XII.

The salient terms of the Interim Stipulation include:

A. All collections received by Lincoln Hospital, Sun Capital, or
    any of their agents, on the accounts receivables generated
    by Lincoln Hospital prior to the Cutoff Date, will be turned
    over to NPF XII within ten business days after receipt of
    the collections in cleared funds;

B. Lincoln Hospital may sell its receivables generated on and
    after the Cutoff Date, including receivables generated after
    the Petition Date, and the DSH payments to Sun Capital
    pursuant to the Factoring Agreement;

C. As adequate protection for Lincoln Hospital's use of NPF
    XII's cash collateral and to secure repayment of NPF XII
    Cash Use Claim, NPF XII will be granted to:

      (i) a perfected lien on and security interest in all of
          Lincoln Hospital's assets, and

     (ii) a superpriority administrative expense claim pursuant
          to Section 507(b) of the Bankruptcy Code only junior
          to:

          (a) any Section 507(b) claim of Sun Capital,

          (b) carve-out in favor of Lincoln Hospital's counsel
              for $200,000, and

          (c) carve-out in favor of counsel for an official
              creditors committee for $75,000;

D. As further security for repayment of NPF XII Cash Use Claim:

       (i) Millenium agrees to grant to NPF XII a lien on and
           security interest in all of the real and personal
           property of Millenium and its non-debtor affiliates,
           including a pledge of their stock, in documentary
           form as acceptable to NPF XII.  Millenium and its
           officers and directors further agree to cooperate in
           any claims prosecution that NPF XII, the NCFE Debtor
           Affiliates or the bondholders and indenture trustees
           of NPF XII or NPF VI may have against Lance K.
           Poulsen, Barbara L. Poulsen, Rebecca S. Parett and
           Donald H. Ayers and any companies that the four
           persons may have interests in that are not debtors in
           Case No. 02-65235,

      (ii) Lincoln Hospital agrees to sell the hospital and
           related assets in its Chapter 11 case, unless NPF XII
           consents to a plan that does not contemplate that
           sale,

     (iii) 10% of all Second Payment Amounts received by Lincoln
           Hospital from Sun Capital will be paid over to NPF
           XII by Lincoln Hospital and the payments will reduce
           the NPF XII Cash Use Claim dollar for dollar, and

      (iv) no funds in which NPF XII has a lien on or security
           interest in pursuant to this Stipulation, and no
           funds of the estate that are required to pay the NPF
           XII Cash Use Claim in full, may be used by Lincoln
           Hospital, an official creditor committee, or any
           other representative of Lincoln Hospital's bankruptcy
           case, to prosecute any affirmative claims for
           recovery against NPF XII, NCFE affiliates, the
           bondholders and indenture trustees of NPF XII and NPF
           VI;

E. The grant of liens and security interests to NPF XII pursuant
    to this Stipulation will not include liens on and security
    interests;

F. NPF XII and Bank One will not foreclose on any property of
    Lincoln Hospital in which Sun Capital has an interest
    pursuant to the Factoring Agreement, without the prior
    written consent of Sun Capital; and

G. All collections received in Lincoln Hospital's lockboxes and
    the lockbox accounts at the Huntington National Bank will be
    swept or otherwise transferred directly to the lockboxes and
    lockbox accounts established by Sun Capital pursuant to the
    Factoring Agreement. (National Century Bankruptcy News,
    Issue No. 8; Bankruptcy Creditors' Service, Inc., 609/392-
    0900)


NATIONAL STEEL: Earns Approval of Asset Sale Bidding Procedures
---------------------------------------------------------------
National Steel Corporation announced that the U.S. Bankruptcy
Court for the Northern District of Illinois approved the break
up fee and bidding procedures related to the Asset Purchase
Agreement with AK Steel Corporation. On January 30, 2003, AK
Steel and National Steel Corporation entered into an Asset
Purchase Agreement for National Steel's principal steel making
and finishing assets and iron ore pellet operations for $1.125
billion, consisting of $925 million in cash and the assumption
of certain liabilities approximating $200 million.

The court's ruling gives AK Steel "stalking horse", or priority
status, which generally allows AK Steel to collect a break up
fee should National agree to sell its assets to another party
prior to termination of the Asset Purchase Agreement with AK
Steel.

The APA between National and AK Steel is subject to a number of
conditions, including bankruptcy court approval, termination or
expiration of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act and the execution and ratification of
a new collective bargaining agreement with the United
Steelworkers of America for those National Steel employees who
will become employees of AK Steel. The APA is subject to higher
and better offers submitted in accordance with the procedures
approved by the Bankruptcy Court under Sections 363 and 365 of
the U. S. Bankruptcy Court.

National Steel's Chairman and Chief Executive Mineo Shimura
stated "The court's ruling [Thurs]day allows us to move closer
to a resolution of our Chapter 11 reorganization proceeding.
However, we will continue to work on our plans to emerge from
Chapter 11 as a stand alone entity in the event that the
transaction with AK Steel is not consummated."

Separately, National Steel today announced that it has received
from the U.S. Department of Justice a Request for Additional
Information (Second Request) under the Hart-Scott-Rodino
Antitrust Improvements Act pertaining to the previously
announced proposal by United States Steel Corporation to
purchase substantially all of National Steel's principal
steelmaking and finishing assets. The Second Request, which was
expected, resulted from the Hart-Scott-Rodino Antitrust
Improvements Act filing made by National Steel and U.S. Steel in
January. The companies intend to cooperate fully and respond
promptly.

Headquartered in Mishawaka, Indiana, National Steel Corporation
is one of the nation's largest producers of carbon flat-rolled
steel products, with annual shipments of approximately six
million tons. National Steel employs approximately 8,200
employees. For more information about the company, its products
and its facilities, please visit the National Steel's Web site
at http://www.nationalsteel.com

National Steel Corp.'s 9.875% bonds due 2009 (NSTL09USR1),
DebtTraders reports, are trading between 78 and 83. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NSTL09USR1
for real-time bond pricing.


NATIONAL STEEL: Judge Squires Approves Settlement with Comerica
---------------------------------------------------------------
After the November 2002 Omnibus Hearing, National Steel
Corporation together with its debtor-affiliates and Comerica
Leasing continued negotiating the terms of a final consensual
resolution of Comerica's claims.  Consequently, the parties
reached a final stipulation that would enable the Debtors to
continue operate their businesses while avoiding further
disputes over adequate protection in respect to Comerica.

In a final stipulation approved by Judge Squires of the U.S.
Bankruptcy Court for the Northern District of Illinois, the
parties agree that:

    (a) Comerica will be irrevocably entitled to retain all
        prepetition payments as well as all interim payments.
        Comerica will apply all the prepetition and all interim
        payments to the pro rata percentages for principal and
        interest;

    (b) The value of Comerica's equipment is $4,5000,000 as of
        November 15, 2002.  The agreed value will be reduced by
        the payments actually made from and after November 15,
        2002 so that the agreed value will at all times equal
        the actual cumulative outstanding balance reflected in
        the payment schedule;

    (c) The Debtors paid $212,000 to Comerica on December 17,
        2002. This payment will be the final payment in this
        amount pursuant to the Interim Stipulations.
        Subsequently, on the 15th of every month, the Debtors
        will pay Comerica $162,000 until the cumulative balance
        remaining is paid in full.  If the cumulative balance
        has not been received by Comerica by the Effective Date
        of Plan, then until payments totaling the cumulative
        balance have been tendered by Debtors to Comerica, the
        Debtors will continue to pay $162,000 in monthly
        payments.  The payments will be applied on the same pro
        rata basis toward the principal and interest;

    (d) After the payment has been tendered, the Debtors will
        own the Comerica Equipment free and clear of any liens,
        claims and encumbrances and will not be obligated to
        make any further payments pursuant to the Comerica
        Contracts;

    (e) All fees Comerica incurred before the approval of the
        Final Stipulation, aggregating $150,000, are waived.
        However, if the Debtors have a monthly payment default
        on or before April 7, 2003, then Comerica will have the
        right to add the prior disputed charges as well as its
        post-Final Stipulation reasonable fees, costs and
        expenses to the balance of its claim.  All parties-in-
        interest reserve the right to object to the merits of
        the claim;

    (f) Comerica will not seek relief from automatic stay or
        request additional adequate protection from the Debtors
        or their estates during the pendency of these bankruptcy
        cases including the missed payments or for the prior
        disputed charges.  However, in the event of a post-Final
        Stipulation default, Comerica specifically reserves all
        of its rights to seek any and all relief allowed by the
        Bankruptcy Code and the Comerica Contracts;

    (g) If a post-Final Stipulation default is not cured within
        15 days, interest will accrue at the rate of 7% per
        annum on the cumulative balance remaining due on the
        payment schedule from and after the last day with which
        the Debtors have to cure the default;

    (h) Within five days written notice, the Debtors can return
        Comerica Equipment at any time without penalty, but
        subject to the rights and remedies Comerica retains.
        However, all Comerica's costs, fees and expenses will be
        treated as an unsecured claim;

    (i) If the Comerica Equipment is returned and sold by
        Comerica in a commercially reasonable manner under the
        Uniform Commercial Code for a price in excess of the
        outstanding cumulative balance, including all reasonable
        costs, fees and expenses associated with the turnover,
        delivery transport, storage and sale of the Comerica
        Equipment, the excess proceeds will be  turned over to
        the Debtors; and

    (j) If the Equipment is returned and sold in commercially
        reasonable manner under the UCC for less than the
        difference between the outstanding cumulative balance
        and the amounts previously paid by the Debtors, then
        Comerica may assert a claim for the deficiency, which
        will not be treated as an administrative expense claim.
        (National Steel Bankruptcy News, Issue No. 24;
        Bankruptcy Creditors' Service, Inc., 609/392-0900)


NAVISITE INC: Acquires Avasta Inc. via Merger with Subsidiary
-------------------------------------------------------------
NaviSite Inc. (Nasdaq: NAVI), has completed the agreement, first
made public on January 29, to acquire Avasta, Inc., a leading
provider of Managed Application services as well as creator of
application operations technology known as the Avasta
Application Management Suite.

Under the terms of the agreement, NaviSite will acquire all of
the stock of Avasta, Inc., through the merger of a NaviSite
wholly-owned subsidiary into Avasta. In consideration for the
acquisition of Avasta, NaviSite has agreed to issue 231,039
shares of its common stock (approximately 2% of its outstanding
common stock) at closing and up to an additional 1,004,518
shares of common stock (approximately 8% of its outstanding
common stock) in the event Avasta achieves certain revenue
targets through June of 2003.

"Avasta is an innovative market leader with a strong customer
base and solid channel relationships. When blended with the
existing NaviSite capabilities, the Avasta managed application
expertise will allow us to manage customer applications wherever
they are housed," said Tricia Gilligan, CEO of NaviSite. "This
capability aligns perfectly with our strategy of being the full
service provider of applications management services and
technology to mid-sized enterprises, government, and business
units of Global 2000 companies."

Avasta has focused on providing services to mid-market
enterprises. The company manages applications for 75 companies,
including Documentum, Golden State Vintners, R&L Carriers and
Wilbur-Ellis.

"This acquisition is another critical step in our overall
strategy of leveraging our platform to profitability," stated
Andrew Ruhan, Chairman of NaviSite's Board of Directors.

NaviSite, Inc., a leader in "Always On Managed Hosting(SM)" for
companies conducting mission-critical business on the Internet,
including enterprises and other businesses deploying Internet
applications. The Company's goal is to help customers focus on
their core competencies by outsourcing the management and
hosting of their Web operations and applications, allowing
customers to fundamentally improve the ROI of their web
operations. NaviSite's solutions provide secure, reliable, co-
location and high-performance hosting services, including high-
performance Internet access, and high-availability server
management solutions through load balancing, clustering,
mirroring and storage services. In addition, NaviSite's enhanced
management services, beyond basic co-location and hosting, are
designed to meet the expanding needs of businesses as their Web
sites and Internet applications become more complex and as their
needs for outsourcing all aspects of their online businesses
intensify. The Company's application services, which include
application hosting and management, provide cost- effective
access to, as well as rapid deployment and reliable operation
of, business- critical applications. For more information about
NaviSite, please visit http://www.navisite.com

NaviSite, whose October 31, 2002 balance sheet shows a total
shareholders' equity deficit of about $744,000, is headquartered
at 400 Minuteman Road, Andover, MA 01810 and is majority-owned
by ClearBlue Atlantic, LLC, an affiliate of ClearBlue
Technologies Inc.

Avasta manages enterprise applications through proactive
technology and services. By embedding IT best practices into an
automated application management platform, Avasta relieves
customers of day-to-day application operations burdens. Avasta
provides 24x7 application monitoring, management and
maintenance, so customers can focus on building their
businesses. The company is based in San Francisco and has
secured financing from American Express, Alliance Capital,
Bayview Partners, CommVest LLC, Convergence Partners, Mentmore
Holdings, Sand Hill Capital, Robertson Stephens and ThomVest
Holdings. Customers include Exigen, Pivotal, and Toshiba
America. For more information visit http://www.avasta.net


ON SEMICONDUCTOR: Dec. 31 Net Capital Deficit Widens to $662MM
--------------------------------------------------------------
ON Semiconductor Corp., (NASDAQ: ONNN) announced that total
revenues in the fourth quarter of 2002 were $266 million, a
decrease of $6 million, or 2 percent, from the third quarter of
2002 and a decrease of $1 million, or 0.5 percent, from the
fourth quarter of 2001. On a mix adjusted basis, average selling
prices were down 2.5 percent quarter over quarter.

The company reported a net loss of $42 million in the fourth
quarter of 2002, which included $17.5 million of restructuring
and other charges, as compared to a net loss of $23 million in
the third quarter of 2002. On a per share basis, the company
reported a loss of $0.24 per share in the fourth quarter of
2002, which included $0.10 per share of restructuring and other
charges, as compared to a loss of $0.13 per share in the third
quarter of 2002. The company also reported an income tax benefit
of $1.2 million in the fourth quarter of 2002 compared to an
income tax provision of $3 million for the third quarter of
2002, or $0.02 per share.

During the fourth quarter of 2002, the gross margin declined by
110 basis points to 27.6 percent from 28.7 percent in the third
quarter of 2002. This margin decline from the prior quarter is
primarily the result of pricing pressure during the fourth
quarter.

Adjusted EBITDA for the fourth quarter of 2002 was $47.5 million
and adjusted EBITDA for 2002 was $179.5 million compared to
adjusted EBITDA for the fourth quarter of 2001 of $10.8 million
and for 2001 of $75.2 million. A reconciliation of this non-GAAP
financial measure to U.S. GAAP net income (loss) is set out in
the attached adjusted EBITDA reconciliation schedule.

In the fourth quarter of 2002, the company announced a new cost-
reduction initiative that is expected to reduce costs by $80
million in 2003 and achieve an estimated $125 million in
annualized cost savings by the end of 2003, both as compared to
the company's annualized costs for the third quarter of 2002.
This cost-reduction initiative resulted in the company taking a
net $12.6 million of restructuring and other charges in the
fourth quarter of 2002 (including $1 million of non-cash
charges) associated with worldwide workforce reductions and
other cost-reduction actions. The company also recognized $4.9
million of other severance-related charges in the quarter,
including $2.9 million of non-cash stock compensation charges.
The company expects to fund the majority of the cash components
of these charges in the first and second quarters of 2003.
During the fourth quarter, cash and cash equivalents increased
to $182 million from $180 million in the third quarter of 2002.

Total revenue for 2002 was $1.1 billion, down 11 percent from
$1.2 billion in 2001. The net loss for 2002 was $150 million,
which included restructuring and other charges of $27.7 million
and an extraordinary loss on debt prepayment of $6.5 million,
compared to a net loss for 2001 of $847 million, which included
restructuring and other charges of $150 million, a cumulative
effect of an accounting change of $116 million and a non-
recurring charge of $367 million to establish a valuation
allowance relating to the company's net deferred tax assets. The
gross margin increased by 860 basis points to 26.3 percent in
2002 from 17.7 percent in 2001. This increase in gross margin
was driven by manufacturing cost reductions as well as the
release of newer, higher-margin products.

On Semiconductor's December 31, 2002 balance sheet shows a total
shareholders' equity deficit of about $662 million, as compared
to a deficit of about $517 million a year ago.

                         Business Review

"Because of stronger than expected turns, business during the
fourth quarter, our revenues and gross margins were better than
the guidance that was provided in October," said Keith Jackson,
ON Semiconductor president and CEO. "The fourth quarter provided
us with the challenge of a slightly down market, increased
pricing pressure and compressed lead times. We continue to drive
costs down to help offset the impact of price erosion, and
during 2002 we completed actions to achieve an estimated $365
million in annual cost savings as compared to our cost structure
during the first quarter of 2001. In addition, we have several
programs underway to further reduce costs by moving certain
administrative functions offshore and decommissioning older
manufacturing lines.

"Our emphasis on new products was a contributing factor in
growing our margins from 13.8 percent in the fourth quarter of
2001 to 27.6 percent in the fourth quarter of 2002," Jackson
said. "We have generated cash in each of the last three quarters
which has enabled us to improve our cash position to more than
$182 million at the end of the fourth quarter.

"Last year we reduced costs in every functional area, but
managed to maintain our research and development expenditures at
more than 6 percent of sales," Jackson continued. "During 2003
we plan to continue to introduce products, processes and
technologies that will define the future of our company. Last
year, our design team in Toulouse, France completed the platform
for our power management ASICs -- our most sophisticated
products to date. These products enable our customers to design
and bring to market highly differentiated cell phones and PDAs.
We plan to follow this successful launch with the introduction
of our first trench-technology MOSFETs later in this quarter.
These products should have best-in-class 'on-resistance'
characteristics that will enable the extension of battery life
in wireless devices. Our new trench products also are expected
to deliver leading-edge performance for many computing and
automotive applications.

"Continuing our success in China, we began the construction of
our 6-inch wafer fab at the site of our joint venture in Leshan,
Sichuan province," Jackson continued. "During 2003, we plan to
spend approximately $5 million on construction of the fab
building with the timing for additional capital expenditures
subject to end-market demand and our overall capacity
utilization. As stated previously, China continues to be an
integral component of our growth plans. Last year we experienced
23 percent revenue growth in China as many local and
multinational customers in this fast growing market selected our
products to meet their design needs. This keeps us on track with
our original 5-year plan for capitalizing on the China
opportunity."

                         2003 Outlook

"We have conservative expectations for 2003 first quarter
revenues based upon our backlog of $211 million, calculated on a
sell-in basis, going into the quarter," Jackson said. "We
anticipate that total revenues will be flat to down 4 percent
from the fourth quarter of 2002, and that the 2003 first quarter
gross margin will be down 200 to 300 basis points from the
fourth quarter of 2002 primarily resulting from pricing
pressure. We renegotiated pricing contracts in the fourth
quarter of 2002 and as a result we expect that pricing will
continue to decline during the first half of 2003, with price
declines expected to level off toward the end of the year. We
expect that our gross margin should exceed 30 percent per
quarter by the end of 2003 and that we will have positive
earnings per share in the fourth quarter of 2003.

"During 2003, our R&D expenses should be approximately 6 percent
of revenues; our sales and marketing expenses should be
approximately 5 percent of revenues; and, our G&A expenses
should sequentially decline until these expenses reach
approximately 6 percent of revenues in the fourth quarter of
2003. For 2003, we anticipate capital expenditures to be in the
range of $50 to $60 million.

"We are confident that with our continued focus on the business
basics and leveraging the strength of our new products, we can
successfully grow the company. We're continuing to execute on
our strategy and we're focused on improving the financial health
of the company."

ON Semiconductor offers an extensive portfolio of power and data
management semiconductors and standard semiconductor components
that address the design needs of today's sophisticated
electronic products, appliances and automobiles. For more
information, visit ON Semiconductor's Web site at
http://www.onsemi.com


PRIME GROUP: Bolts from Northland Capital Recapitalization Talks
----------------------------------------------------------------
Prime Group Realty Trust (NYSE:PGE) announced that the Board of
Trustees of the Company, after evaluating the proposal with its
financial advisors, determined Wednesday that it was not
interested in pursuing the previously announced recapitalization
proposal presented to the Company by Northland Capital Partners,
L.P., Northland Capital Investors, LLC, NCP, LLC and Northland
Investment Corporation.

The Board instead decided that it would continue to pursue the
Company's other strategic alternatives at this time, including
but not limited to, a sale, merger or other business combination
involving the entire Company. The senior management of the
Company then informed Northland of the Board's determination
after which Northland sent a letter to the Company stating that
it was terminating all discussions and negotiations relating to
a possible negotiated transaction. "The Board believes that it
is in the Company's best interest at this time to continue to
pursue other strategic alternatives in order to maximize value
to our shareholders," stated Stephen J. Nardi, Chairman of the
Board.

Prime Group Realty Trust is a fully-integrated, self-
administered, and self-managed real estate investment trust that
owns, manages, leases, develops, and redevelops office and
industrial real estate, primarily in metropolitan Chicago. The
Company owns 15 office properties, including the recently
completed Dearborn Center development in downtown Chicago,
containing an aggregate of 7.8 million net rentable square feet
and 30 industrial properties containing an aggregate of 3.9
million net rentable square feet. In addition, the Company owns
202.1 acres of developable land and joint venture interests in
two office properties containing an aggregate of 1.3 million net
rentable square feet.

                        *      *     *

As reported in Troubled Company Reporter's December 20, 2002,
Prime Group Realty Trust's Board of Trustees approved the
Company's engagement of Merrill Lynch & Co., as its financial
advisor to assist in the Company's evaluation of its strategic
alternatives, including, but not limited to, a sale, merger or
other business combination involving the Company, or a sale of
some or all of the assets of the Company.

In a previous report, K Capital Partners, which holds an 18%
equity stake in the Company, urged Prime Group's Management and
the Board to pursue a liquidation of a substantial portion of
its real estate portfolio or a sale of the entire Company.

Early this year, the Company faced the risk of involuntary
bankruptcy due to the potential redemption of $40 million of
PGE's Preferred A shares.


REGUS BUSINESS: Engages Slaughter as Special English Counsel
------------------------------------------------------------
Regus Business Center Corp., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Southern District of New York for
approval to engage Slaughter and May as Special Counsel with
regard to matters of English law and all other matters requiring
the advice of English counsel.

The Debtors relate that Slaughter and May have been working with
the Debtors since April 1998.  During this time, Slaughter and
May have developed extensive knowledge concerning Debtors'
business and their financial affairs.

Slaughter and May will principally provide legal advice with
respect to the Debtors' operation of their businesses in the
United Kingdom, and all matters of English law.

The Debtors assure the Court that the functions to be performed
by Slaughter and May will not be duplicative of those performed
by the Debtors' other counsel.

The attorneys and paralegals designated to represent the Debtors
and their current standard hourly rates are:

          Andy Ryde               GBP495 per hour
          Jonathan Rushworth      GBP495 per hour
          Steve Edge              GBP495 per hour
          Nigel Swycher           GBP495 per hour
          David Waterfield        GBP495 per hour
          Efsathios Michael       GBP495 per hour
          Chris Roberts           GBP410 per hour
          Timothy Bowley          GBP410 per hour
          Lucy Adler              GBP410 per hour
          Gavin Zimmerle          GBP410 per hour
          Joshua Bayliss          GBP310 per hour
          Michael Lane            GBP310 per hour
          Daniel Newman           GBP145 per hour
          Thomas Carey            GBP145 per hour

Regus Business Centre Corp., filed for chapter 11 protection on
January 14, 2003 (Bankr. S.D.N.Y. Case No. 03-20026).  Karen
Dine, Esq., at Pillsbury Winthrop LLP represents the Debtors in
their restructuring efforts. When the Debtors filed for
protection from its creditors, it listed debts and assets of:

                               Total Assets:    Total Debts:
                               -------------    ------------
Regus Business Centre Corp.    $161,619,000     $277,559,000
Regus Business Centre BV       $157,292,000     $160,193,000
Regus PLC                      $568,383,000      $27,961,000
Stratis Business Centers Inc.      $245,000       $2,327,000


RITE AID CORP: Caps Price of 9.5% Senior Secured Notes Offering
---------------------------------------------------------------
Rite Aid Corporation (NYSE, PCX:RAD) announced the terms of an
offering of $300 million ($100 million more than previously
announced) of its 9.5% senior secured notes due 2011.

The transaction is expected to close on February 12, 2003.

In conjunction with the offering, Rite Aid will redeem all
$149.5 million aggregate principal amount of its senior secured
(shareholder) notes due 2006. The net proceeds will be used to
retire $118.6 million of its 6.0% fixed-rate senior notes due
2005 and for general corporate purposes, which may include
capital expenditures and additional repayments or repurchases of
its outstanding indebtedness.

The notes due 2011 have not been registered under the Securities
Act and may not be offered or sold in the United States without
registration or an applicable exemption of registration
requirements.

As reported in Troubled Company Reporter's Thursday Edition,
Standard & Poor's assigned its 'B-' rating to Rite Aid Corp.'s
proposed $200 million senior secured notes offering, which
matures in 2011. The notes are being issued under rule 144A with
registration rights.

At the same time, Standard & Poor's affirmed its 'B' corporate
credit ratings on Rite Aid and Rite Aid Lease Management Co. The
outlook is positive. Camp Hill, Pennsylvania-based Rite Aid had
$3.7 billion of debt outstanding as of Nov. 30, 2002.

The senior secured notes are rated one notch below the corporate
credit rating because the issue is secured by a second priority
lien on inventory, accounts receivable, and other assets of Rite
Aid's operating subsidiaries. Standard & Poor's does not see
enough intrinsic value in this collateral to indicate that this
debt would receive materially better protection than unsecured
senior debt.


ROWECOM INC: EBSCO On Schedule to Acquire Worldwide Operations
--------------------------------------------------------------
EBSCO Industries, Inc., the global leader for the delivery of
integrated information systems and services, is on schedule to
acquire the worldwide operations of RoweCom/divine Information
Services.

On January 24, 2003 EBSCO announced the signing of a non-binding
letter of intent to purchase the RoweCom worldwide subscription
agent business. As the January 24 announcement indicated, the
acquisition is essentially being handled as two separate
transactions: (1) the European operations of RoweCom, and (2)
the non-European operations of RoweCom (which primarily includes
the U.S., Canada and Australia). EBSCO have made very good
progress on both transactions.

Regarding RoweCom Europe, EBSCO reported February 4, 2003 that
definitive agreements to acquire the European operations of
RoweCom were duly executed. This was done on schedule as
contemplated under EBSCO's letter of intent. The agreements are
subject to final approval by French antitrust authorities, which
is expected very soon.

Regarding the non-European portion of RoweCom, EBSCO reports
significant progress has been made. Due diligence is essentially
complete and drafting of final purchase documents has commenced.
While some changes will be required, EBSCO's immediate goal is
to stabilize and support operations in Westwood. Through this
arrangement, most RoweCom clients can expect to be supported by
existing RoweCom customer service staff. Agreement on definitive
documentation is expected within the next two weeks.

EBSCO is also pleased to announce that its efforts toward the
acquisition of RoweCom's operations are supported by the ad-hoc
committee of publishers and library customers of RoweCom. On
behalf of the ad-hoc committee, Kent Mulliner of Ohio University
said, "We appreciate the efforts of EBSCO and believe that, if
the proposed sales are consummated on the terms currently
contemplated, they will form the foundation for maximizing
recoveries to creditors of RoweCom -- recoveries which would
include not only the purchase price to be paid, but the value of
EBSCO's commitment to maintain and service the accounts of
RoweCom customers."  Further information regarding the ad-hoc
committee, its efforts to date and its recommendations to
publishers and libraries may be obtained by registering at the
ad-hoc committee's Web site at:

     http://groups.yahoo.com/group/rowecomcreditors

EBSCO Industries, Inc., is a global corporation with sales,
service and manufacturing subsidiaries at work in 19 countries
around the world. EBSCO's business interests include information
management services, online and print journal subscription
services, online research databases, real estate development,
commercial printing and more. EBSCO, an acronym for Elton B.
Stephens Company, is based in Birmingham, Alabama and employs
4,000 people around the world. Additional information on EBSCO
Industries is available from http://www.ebscoind.com

RoweCom, acquired by divine in November 2001, offers a wide
range of content sources and innovative technologies and
provides information specialists, particularly in the library,
with complete solutions serving all their information needs, in
print or electronic format.

As reported in Troubled Company Reporter's January 29, 2003
edition, Rowecom said that to facilitate the sale of its assets
and operations to EBSCO, and to ensure that RoweCom's operations
continue without interruption until the transaction was
finalized, RoweCom expected to file a voluntary petition for
reorganization under Chapter 11 of the U.S. Bankruptcy Code.


SAUGEEN TELECABLE: Ontario Court Appoints PwC as Receiver
---------------------------------------------------------
PricewaterhouseCoopers Inc., was appointed on January 31, 2003
as receiver and manager of Saugeen Telecable Limited and related
companies pursuant to an order of the Ontario Superior Court of
Justice.

A copy of the order and further information concerning the
status of the receivership is available at:

   http://www.pwcglobal.com/ca/eng/about/svcs/brs/saugeen.html

Saugeen Telecable Limited -- see http://www.sautel.com/-- is a
provider of consumer audio and video transmissions via cable,
microwave, satellite and fibre optic cable.  An associated
company, Log On Multimedia Designs Ltd., a dial-up Internet
service provider -- see http://home.log.on.ca/design/-- is also
in receivership.  Both companies are headquartered in Hanover,
Ontario.

The companies will continue to operate on a normal basis while
PwC searches for a purchaser.

Press enquiries concerning the receivership of Saugeen Telecable
Limited should be addressed to Nicholas Greenfield at: 416-941-
8383 Ext. 16785.


SPX CORP: Strong Performance Spurs S&P to Keep Watch on Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+'
corporate credit rating on SPX Corp. on CreditWatch with
positive implications, reflecting the diversified manufacturer's
strong operating performance and cash generation, steps taken to
improve the debt structure, and an apparent shift to a somewhat
more conservative financial posture.

Charlotte, North Carolina-based SPX is a diversified
manufacturing firm with operations divided into four segments:
technical products and services; industrial products and
services; flow technology; and service solutions.

"Operating performance in 2002 has been strong notwithstanding a
weak industrial economy," said Standard & Poor's credit analyst
Dan DiSenso. For the nine-month period ending Sept. 30, 2002,
net income from continuing operations before special items was
$253 million, up about 35% year-over-year on a comparable basis
and excluding goodwill amortization in 2001. SPX is benefiting
from large-scale acquisition synergies and cost-reduction
initiatives. Likewise, cash generation has been strong with
free cash flow through September 2002 year-to-date totaling $202
million ($273 million on a normalized basis excluding cash
outlays for restructuring).

SPX has also improved its debt composition with a $500 million
10-year senior unsecured debt issue. Proceeds were used to
reduce bank borrowings. SPX also amended its secured bank credit
facility, extending maturity dates. SPX now has a very
manageable annual debt maturity schedule for the next five
years. Debt usage has also diminished as the firm has indicated
it is targeting investment-grade credit metrics. Year-end 2002
net debt to EBITDA is estimated to be around 2.6x.

Standard & Poor's will evaluate SPX's business and operating
plans, and its financial policy and goals. If it is determined
that management has tempered its financial posture somewhat to
remain compatible with less-aggressive growth objectives, the
firm's corporate credit rating could be raised to investment
grade. Standard & Poor's would be expecting sustained
improvement in SPX's credit measures, with debt to EBITDA
averaging in the 2x to 2.5x area, and funds from operations to
debt averaging around 30%.


SR TELECOM: Reaches Debt Restructuring Pact with Unit's Lenders
---------------------------------------------------------------
SR Telecom(TM) (TSX: SRX), the telecommunications industry's
leading supplier of fixed wireless access solutions, reached an
agreement with the lenders of Communicacion y Telefonia Rural,
S.A. (CTR), its service provider subsidiary in Chile.

"We are pleased with the ongoing support and confidence
demonstrated by the lenders in our wireless operations," said
David Adams, Vice President, Finance and Chief Financial
Officer. "This agreement supports the future performance of our
CTR subsidiary based on a business plan that will enable it to
meet key financial targets and improved EBITDA."

This agreement provides for a restructuring of principle
repayments due in 2003 and a deferral of a portion of the
originally scheduled payments to 2004. The deferral is similar
to arrangements made with the lenders in 2002 for scheduled
repayments in support of CTR. This partial restructuring enables
CRT to focus on completing its network and introducing marketing
initiatives to improve its financial performance.

SR Telecom is a world leader and innovator in Point-to-
Multipoint Wireless Access solutions, which include equipment,
network planning, project management, installation and
maintenance services. Its products, which are used in over 110
countries, are among the most advanced and reliable PMP wireless
telecommunications systems available today. Serving telecom
operators worldwide, SR Telecom's fixed wireless solutions
provide high-quality voice and data for applications ranging
from carrier class telephone service to high- speed Internet
access.


TEREX CORP: Will Publish Year-End 2002 Results on February 19
-------------------------------------------------------------
Terex Corporation will be hosting a conference call to review
its year-end 2002 financial results.

The live call will begin on Thursday, February 20, 2003 at 8:30
a.m., Eastern Time. Ronald M. DeFeo, Chairman and CEO will host
the call.

To access it, call (877) 726-6603 on Thursday, February 20, 2003
at least 10 minutes before the call is scheduled to begin.

To accommodate its audiences in earlier time zones or anyone
unable to listen, there will be a replay of the teleconference.
The replay will be available shortly after the conclusion of the
call and can be accessed until Tuesday, February 25, 2003 at
6:00 p.m., Eastern Time. To access the replay, please call (800)
642-1687 and enter conference id #8303014.

International participants should call (706) 634-5517 at least
15 minutes before the start of the conference call. To access
the replay, please call (706) 645-9291 and enter conference id
#8303014.

Terex Corporation will be releasing its year-end 2002 financial
results to the wire services on Wednesday, February 19, 2003
after market close. You may visit our Website, www.terex.com for
immediate access to this press release under the Investor
Relations section.

Also, a simultaneous, listen-only mode webcast of this
conference call will be available on http://www.terex.com Those
who wish to listen to the conference call should visit the
Investor Relations section of the company's Website at least 15
minutes prior to the event's broadcast. Then, follow the
instructions provided to assure that the necessary audio
applications are downloaded and installed. These programs can be
obtained at no charge to the user.

For further information, please contact Elizabeth Gaal, Investor
Relations Associate at (203) 222-5942.

                         *     *     *

As previously reported in the Troubled Company Reporter,
Standard & Poor's assigned its double-'B'-minus secured bank
loan rating to Terex Corp.'s proposed $210 million new term loan
C maturing in December 2009. Proceeds from this loan and about
$60 million in Terex common stock will be used to finance the
acquisition of Genie Holdings Inc., for $270 million. In
addition, the double-'B'-minus corporate credit rating was
affirmed on Westport, Connecticut-based Terex, a manufacturer of
construction and mining equipment. Total rated debt is $1.6
billion. The outlook is stable.

The bank loan was rated the same as the corporate credit rating.
The total senior secured credit facility of $885 million is
comprised of a revolving credit facility of $300 million, a term
loan B of $375 million, and the new term loan C of $210 million.
The facility is secured by substantially all of the company's
assets. Under Standard & Poor's simulated default scenario, the
company's cash flows were stressed and the resulting enterprise
value would not be sufficient to cover the entire bank loan in
the event of a default. However, there is reasonable confidence
of meaningful recovery of principal, despite potential loss
exposure.


UNITED AIRLINES: Committee Turns to KPMG for Accounting Advice
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of UAL Corporation/United Airlines Inc., and its debtor-
affiliates seeks the Court's authority to retain KPMG
International as accountants and restructuring advisors.

Dana J. Lockhart, Committee Chairperson, relates that KPMG is
expected to:

    (1) review and analyze all reports or filings presented to
        the Bankruptcy Court;

    (2) review and analyze the Debtors' financial information,
        including cash receipts, disbursements and potential
        transactions;

    (3) review and monitor DIP Financing or other arrangements;

    (4) assist in identifying potential cost-containment and
        liquidity enhancement opportunities;

    (5) analyze potential operational improvement and asset
        redeployment opportunities;

    (6) analyze lease rejection issues;

    (7) analyze proposed business plans;

    (8) analyze reorganization strategies and alternatives;

    (9) review the Debtors' financial projections and
        assumptions;

   (10) assist in preparing a plan of reorganization;

   (11) advise the Committee in meetings with the Debtors,
        lenders and other parties-in-interest;

   (12) review the Debtors' tax positions;

   (13) evaluate compensation and benefit issues;

   (14) assist with claims analysis and valuation;

   (15) investigate the Debtors' prepetition transactions and
        transfers of cash;

   (16) offer litigation support services and expert witnesses;
        and

   (17) provide other services as requested by the Committee.

Mr. Lockhart assures the Court that KPMG has the experience and
expertise necessary to contribute positively to these
proceedings.  Mr. Lockhart notes that the Committee needs
assistance in collecting and analyzing financial and other
information.

In return for its services, KPMG will seek compensation pursuant
to its customary hourly billing rates:

        Partners              $540 - 600
        Directors              450 - 510
        Managers               360 - 420
        Senior Associates      270 - 330
        Associates             180 - 240
        Paraprofessionals      120

KPMG will seek reimbursement for necessary expenses incurred.
KPMH received approximately $215,000 from the Debtors for
prepetition services.

Larry H. Lattig, a principal at KPMG, informs Judge Wedoff that
KPMG conducted a client database search from 1998 forward to
find significant potential parties to these Chapter 11
proceedings. Due to the breadth and size of United, its varied
financiers and other parties-in-interest, it is possible that
there are potentially adverse relationships.  However, Mr.
Lattig assures the Court that KPMG has procedures and standards
in place that will prevent any activity jeopardizing either the
Committee or the Debtors.  Additionally, KPMG has executed a
confidentiality agreement with Bank One establishing ethical
screening procedures.  Consistent with this agreement, KPMG will
not advise the Committee on matters involving Bank One. (United
Airlines Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

DebtTraders reports that United Airlines' 10.670% bonds due 2004
(UAL04USR1) are trading between 5 and 7. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=UAL04USR1for
real-time bond pricing.


UNIVANCE TELECOMMS: Hires Jessop & Company for Legal Services
-------------------------------------------------------------
Univance Telecommunications, Inc., asks for permission from the
U.S. Bankruptcy Court for the District of Colorado to retain
Jessop & Company, PC as general bankruptcy counsel.

Jessop & Company is expected to:

     a. provide Debtors with legal counsel with respect to their
        powers and duties as a debtor and debtor in possession;

     b. prepare on behalf of Debtors necessary applications,
        complaints, answers, notions, reports and other legal
        papers, and representing Debtors in negotiations and at
        all hearings in this case and related proceedings;

     c. assist Debtors in the confirmation of a chapter 11 plan;
        and,

     d. perform other legal services necessary for Debtors.

Jessop will charge the Debtor in their standard hourly rates,
which are:

          Douglas W. Jessop        $300 per hour
          Donald D. Allen          $220 per hour
          Alice A. White           $185 per hour
          Steven T. Mulligan       $185 per hour
          J. Brian Fletcher        $150 per hour
          Hayley Belt              $150 per hour

Jessop's legal assistant hourly rates range from $45 to $85.

Univance Telecommunications, Inc., filed for chapter 11
protection on January 23, 2003, in the U.S. Bankruptcy Court for
the District of Colorado (Bankr. Case No. 03-11156).  Douglas W.
Jessop, Esq., at Jessop & Company, PC represents the Debtor in
its restructuring efforts.  When the Company filed for
protection from its creditors, it listed assets of less than $10
million and debts of over $10 million.


US AIRWAYS: Pulls Plug on Orlando Airport Lease Agreement
---------------------------------------------------------
Judge Mitchell permits US Airways Group Inc., and its debtor-
affiliates to reject the Orlando Airport Leases.  The additional
issues relating to ownership of property will be heard at an
evidentiary hearing on February 21, 2003, at 9:30 a.m.  The
Authority will refund or credit the amount of rent paid for
January 2003 under the Real Property Leases that exceeds rent
under the Operating Agreement.

At the Evidentiary Hearing, the Court will determine the
Debtors' ownership interests, if any, to three loading bridges
and other power source and pre-conditioned air systems
equipment.

Judge Mitchell further authorizes the Debtors to negotiate and
obtain a non-signatory airline operating agreement and space/use
agreement and/or new signatory lease from the Authority.

                             *   *   *

As previously reported, the Debtors and the Authority are
parties to two airline agreements where the Debtors lease 15
gates and associated ticket counter, office, baggage claim,
administrative, and club facilities at the Airport.

The Debtors are reducing the size of their operations and flight
schedule at the Airport by lowering the number of gates leased
to six, along with smaller related facilities.  With the
reductions, the other nine gates and related facilities no
longer benefit the Debtors.

The Debtors evaluated the value of the leases and the
possibility of assigning or subleasing the Real Property Leases.
But the leases simply do not have any marketable value and no
party has expressed an interest in an assignment.

The annual cost to the Debtors for the unutilized gates and
related facilities is approximately $3,000,000 and the cost over
the remaining life of the Leases is $18,000,000. (US Airways
Bankruptcy News, Issue No. 24; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


WESTAR ENERGY: S&P Affirms & Removes Ratings from Watch Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on gas
and electric generation and transmission company Westar Energy
Inc. (BB+/Developing/--) and subsidiary Kansas Gas & Electric
Co. (BB+/Developing/--) and removed all ratings from CreditWatch
with negative implications where they were placed Nov. 5, 2002.

Topeka, Kansas-based Westar Energy has about $3.6 billionin debt
outstanding.

"The rating action can be traced to the plan that Westar Energy
filed [Thurs]day with the Kansas Corporation Commission (KCC)
outlining how it intends to reduce its onerous debt burden and
become a pure-play vertically integrated electric utility, "said
Barbara Eiseman, Standard & Poor's credit analyst. The target
date for completing the plan is year-end 2004.

The outlook is developing, indicating that ratings may be
raised, lowered, or affirmed. Upward ratings potential is solely
related to KCC approval of the plan and successful
implementation of Westar Energy's proposed transactions.
Downside ratings momentum recognizes the company's currently
frail financial condition coupled with execution risk of the
plan, including possible KCC rejection of the plan.

     Key aspects of the plan include:

     -- A reduction of the common dividend by 37% to an
        indicated annual rate of $0.76 per share from $1.20 per
        share, or about $31 million annually.

     -- Selling Protection One Europe.

     -- Exploring strategic alternatives for divesting its
        investment in Protection One Alarm Monitoring Inc.

     -- Raised $300 million through a sale of ONEOK Inc. stock
        on Feb. 5, 2003 and plans to sell its remaining shares
        of ONEOK stock in late 2003 and 2004.

     -- If necessary to reach debt-reduction targets, Westar
        Energy will issue new equity following the sale of its
        non-utility assets.

     -- All net proceeds from the non-utility and non-core
        assets will be used to reduce debt to the level
        appropriate for Westar Energy's utility operations in
        accordance with the KCC's orders.

The proposed plan transforms Westar Energy into a purely
regulated utility. KCC approval of the plan and its successful
implementation would likely result in a stronger business
profile. This is important because less stringent financial
parameters would be required to achieve investment grade credit
quality.

Execution of Westar Energy's proposed transactions will lead to
dramatic improvement of the company's liberally leveraged
capital structure, frail earnings protection and weak cash flow
measures. It appears that over time, the proceeds from the sale
of Westar Energy's ONEOK stock will be forthcoming and
substantial. Depending on the actual proceeds received for
the Protection One assets and, if necessary to achieve certain
debt guideposts established by the KCC, the size of the future
common stock offering, Westar Energy's overall financial
condition may support investment grade credit quality.

While uncertainties still exist with regard to re-audits of
historical financials, investigations and subpoenas, the recent
receipt of $300 million through the partial sale of ONEOK stock
and prospects for additional proceeds to further pare debt
levels tempers these concerns.


WESTAR ENERGY: Seeking Regulatory Nod for Debt Reduction Plan
-------------------------------------------------------------
Westar Energy, Inc., (NYSE:WR) filed a comprehensive plan with
the Kansas Corporation Commission outlining how the company
intends to reduce debt and become exclusively an electric
utility.

The plan calls for Westar Energy to sell its non-utility and
non-core assets, reduce its common dividend and refocus the
company solely on its electric utility operations. Westar
Energy's plan, when fully implemented, will reduce the company's
debt to the level appropriate for Westar Energy's utility
operations in accordance with the KCC's orders.

"When the plan is fully implemented, Westar Energy will be a
pure electric utility company with a sound capital structure and
investment grade credit quality, providing safe, adequate,
reliable and affordable electric service to our Kansas
customers," said James Haines, Westar Energy president and chief
executive officer.

Westar Energy is filing the plan to comply with an order issued
by the KCC in late 2002. Following are highlights of the plan:

     -- Since November 2002, Westar Energy has identified and
        has begun eliminating 12 organizational entities to
        simplify the company's structure.

     -- The company has terminated or reversed agreements that
        might prevent or impede returning to being solely an
        electric utility.

     -- Westar Energy raised $300 million for debt reduction
        through a sale of ONEOK stock to ONEOK on Feb. 5.

     -- Westar Energy's Board of Directors has established a
        dividend policy that will lower the common dividend by
        37 percent to an indicated annual rate of $0.76 per
        share from the current indicated rate of $1.20 per
        share. Cash available from the dividend reduction will
        be used to reduce debt.

     -- The planned dividend reduction and the sale of ONEOK
        stock that closed Wednesday accomplish almost one-fifth
        of the targeted debt reduction.

     -- The company is in the process of selling Protection One
        Europe, and in cooperation with Protection One, Inc., is
        exploring strategic options for divesting its investment
        in Protection One North America. All net proceeds will
        be used to reduce debt.

     -- Westar Energy plans to sell all of its remaining shares
        of ONEOK stock in late 2003 and 2004. Net proceeds will
        be used to reduce debt.

     -- Orderly and deliberate implementation of the plan will
        allow Westar Energy to maximize proceeds from non-
        utility asset dispositions to reduce debt.

     -- If necessary to reach debt reduction targets, Westar
        Energy will issue new equity following the sale of its
        non-utility assets.

     -- Westar Energy will make periodic reports to the KCC to
        demonstrate progress and show that electric utility
        customers are being protected from risks associated with
        non-utility investments until these investments are
        divested.

     -- Target date for completing the plan is year-end 2004.

The plan was filed publicly. Only commercially sensitive
information related to pricing and negotiating strategy for
divesting non-utility investments was filed confidentially.

Westar Energy expects that a first-quarter dividend of $0.19 per
share, consistent with the new dividend policy approved by its
Board of Directors, will be declared in late February 2003.

Westar Energy, Inc., (NYSE:WR) is a consumer services company
with interests in monitored services and energy. The company has
total assets of approximately $7 billion, including security
company holdings through ownership of Protection One, Inc.,
(NYSE:POI) and Protection One Europe, which have approximately
1.2 million security customers. Westar Energy is the largest
electric utility in Kansas providing service to about 647,000
customers in the state. Westar Energy has nearly 6,000 megawatts
of electric generation capacity and operates and coordinates
more than 34,700 miles of electric distribution and transmission
lines. Through its ownership in ONEOK, Inc. (NYSE:OKE), a Tulsa,
Okla.-based natural gas company, Westar Energy has a 27.4
percent interest in one of the largest natural gas distribution
companies in the nation, serving more than 1.4 million
customers.

For more information about Westar, visit http://www.wr.com

As reported in Troubled Company Reporter's January 31, 2003
edition, Fitch Ratings revised the Rating Watch status for
Westar Energy to Negative from Evolving. The Rating Watch
revision is driven by the markedly lower likelihood that the
combined impact of regulatory action currently underway and
Westar's response to these actions will lead to sufficient
improvement in Westar's credit profile to merit an upgrade in
the near-term. Fitch's revised expectation is now that positive
resolution of many of the challenges facing Westar would most
likely result in a stabilization at current rating levels,
rather than a near-term upgrade, and thus the Rating Watch
status has been revised to Negative. Westar's ratings are as
follows: senior secured debt 'BB+'; senior unsecured debt 'BB-';
and, preferred stock 'B+'. The trust preferred securities of
Western Resources Capital Trust I and II are also rated 'B+' by
Fitch.

Westar's ratings reflect the company's weak cash flows relative
to debt, and a highly leveraged balance sheet. Key risk factors
for Westar investors include the overhang from ongoing federal
investigations, and execution risk associated with management's
plan to exit its non-utility operations. In a constructive
development, Westar has overhauled senior management and
revamped its business strategy. Fitch expects Westar's new
financial plan, which is scheduled to be filed with the
commission by Feb. 6, 2003, will propose the divestiture of the
company's non-electric utility operations, with the proceeds
used to reduce the company's debt burden. Westar's filing and
subsequent actions by management to implement its plan could
improve the historically contentious relationship with the KCC.


WORLDCOM INC: Seeks Approval of California Settlement Agreement
---------------------------------------------------------------
California Private Transportation Company, LP, a California
limited partnership, and MFS Network Technologies, Inc., later
known as Adesta Communications, Inc., and predecessor-in-
interest to debtor WorldCom ETC, Inc., entered into an agreement
known as the Turnkey Contract for the State Route 91 Median
Improvements Electronic Toll and Traffic Management System,
dated June 30, 1993, as modified by amendment and certain change
orders and other related documents.  The Debtors' principal
obligations under the ETTM Contract were to:

    -- design, manufacture and install an electronic toll and
       traffic management system tailored to the requirements of
       CPTC's contract with the State of California to construct
       and operate a private toll road located generally in the
       median of State Route 91 in Orange and Riverside
       Counties, California; and

    -- provide preventive and remedial maintenance services
       during probationary and warranty periods until December
       31, 1997.

CPTC had the contractual right, however, to extend these
maintenance obligations for successive three-year periods.  The
ETTM Contract also required a $7,800,000 performance and payment
bond to be posted to support the Debtors' obligations under the
ETTM Contract and required the Debtors to provide CPTC with
various performance warranties on the system, including an
eight-year warranty on transponders affixed to customer
vehicles.

Sharon Youdelman, Esq., at Weil Gotshal & Manges LLP, in New
York, relates that the Debtors did not complete the project
within the timeframe the ETTM Contract initially established.
Accordingly, the parties amended the ETTM Contract on August 1,
1996 to establish a revised timeline and make related
adjustments.  To fix damages for late completion, the parties
supplemented the ETTM Contract, as amended, with the Dispute
Resolution Agreement dated July 23, 1997.  Under the terms of
the latter agreement, CPTC accepted the ETTM system as of
October 5, 1996.

The ETTM Contract provided that CPTC could -- in its sole
discretion -- require the Debtors to provide continuing
maintenance services on the ETTM system for successive three-
year periods commencing immediately after the expiration of the
probationary and warranty period.  CPTC has twice exercised this
option, and the current maintenance service period will expire
on December 31, 2003.  In consideration for the Debtors'
continuing services, CPTC must pay a monthly fee, which
currently is $73,854.

From an office CPTC provides on-site, Ms. Youdelman relates that
three of the Debtors' employees maintain the ETTM system
hardware using several minor items of the Debtors' personalty.
These include two 1995 Ford Aerostar Cargo vans, two Gateway
2000 computers, two Winbook laptop computers, an HP Laser4
printer, an HP Deskjet 340 printer, an oscilliscope,
miscellaneous hand tools, and two third-party licenses to use
off-the-shelf, packaged software needed to operate the ETTM
system.  The Debtors estimate the value of one of the cargo vans
at $300 and the other at $1,200.  None of the equipment is less
than five years old, and the Debtors estimate that its total
value is not more than $7,500.

Integral to the operation of the ETTM system is certain software
the Debtors developed for the project and licensed to CPTC.  As
part of its continuing maintenance obligation, the Debtors must
provide CPTC with support of the software it furnished.  The
Debtors' employees at its office in Mt. Laurel, New Jersey
provide this support.

Prior to the Petition Date, certain contractual issues arose
between the parties.  Although they have been able to resolve
many differences, several significant disputes remain
outstanding.

Under the terms of the ETTM Contract, Ms. Youdelman explains
that the Debtors must reimburse CPTC for any toll revenue lost
due to system error.  CPTC calculates the lost tolls using
complicated equations, the application of which has become the
subject of technical disputes.  Essentially, the parties
disagree as to the kinds of errors attributable to the ETTM
system.  And, because the amount CPTC charges as a toll has
quadrupled since the parties entered into the ETTM Contract, the
Debtors bear a heavier-than-anticipated financial burden for
each system error. As a result, the Debtors have been
withholding payment on CPTC's lost toll liability invoices until
the disputes are settled. CPTC has, in turn, ceased making
payments on the monthly maintenance fee invoices.  Specifically,
CPTC asserts that it is owed $349,426.61 for prepetition toll
losses and $291,621.04 for toll losses in the postpetition
period through December 10, 2002, while the Debtors believe it
is owed $73,854 for prepetition maintenance services and
$295,416 for maintenance services rendered postpetition through
December 31, 2002.

Another dispute concerns release by CPTC of the performance and
payment bond posted by WorldCom, Inc.  Although the Debtors
believe that the conditions precedent to CPTC's release of the
bond have been satisfied, CPTC disagrees and has withheld its
release.

According to Ms. Youdelman, other disagreements have arisen over
the scope of the Debtors' maintenance obligations and the range
of services requiring payment in addition to CPTC's monthly fee.
CPTC contends that the Debtors are obligated to upgrade the air-
conditioning units in the toll booths, but the Debtors believe
its obligation is to merely maintain the existing units and that
any upgrade is CPTC's responsibility.  However, CPTC's refusal
to upgrade the air conditioning could result in increased lost
tolls and the attendant increase in the Debtors' liability.
Additionally, the parties disagree about who is responsible for
a Y2K compliance upgrade on the ETTM system.  The Debtors'
$282,000 prepetition invoice for this effort remains unpaid, as
CPTC claims the modifications were within the Debtors' software
maintenance obligation. Finally, 45,000 malfunctioning
transponders were replaced by the Debtors under the eight-year
warranty, and the defective transponders were returned to the
Debtors for disposal.  CPTC claims to have about 24,000
additional defective transponders still in its possession at
December 10, 2002 and asserts that the Debtors are liable under
its warranty to pay for replacements.

The Debtors maintain that not all the malfunctions may be
attributable to transponder defects.  Among other things, some
malfunctions may have been caused by damage in shipment or
improper customer use, e.g. by improper mounting to vehicles.
CPTC claims that it is currently owed $192,731.02 for
prepetition transponder malfunctions and $538,398.98 for
postpetition transponder malfunctions.  Repair is not cost-
efficient, and because each transponder contains a battery,
disposal costs amount to about $3 per transponder.

In an effort to resolve their outstanding issues and avert the
need for litigation, Ms. Youdelman tells the Court that the
parties entered into substantial good faith, arm's-length
negotiations.  These negotiations, which commenced prepetition
and continued in the postpetition period, have culminated in the
parties' execution of a proposed Settlement and Termination
Agreement.  The salient terms of the Agreement include:

    -- termination of the ETTM Contract and Dispute Resolution
       Agreement;

    -- release of the performance bond to the Debtors, which is
       a condition precedent to the other obligations under the
       Agreement;

    -- mutual release of all claims by CPTC and WorldCom ETC
       against each other, except for those arising under the
       Agreement;

    -- transfer to CPTC of certain de minimis personal property
       and rights to use of the software the Debtors developed
       to enable CPTC to continue to maintain and operate the
       ETTM system;

    -- assumption and assignment to CPTC of certain third-party,
       off-the-shelf software license agreements also necessary
       for operation of the ETTM system; and

    -- return to CPTC of the 45,000 defective transponders at
       the Debtors' expense but without further liability.

The Debtors ask Judge Gonzalez to approve the Settlement
Agreement and authorize the consummation of the contemplated
transactions, including the assumption and assignment to CPTC of
the license agreements.

An analysis of these four factors that courts use to determine
whether to approve a settlement demonstrates that the Settlement
Agreement is fair, reasonable, and in the best interest of the
estates and should, therefore, be approved:

    -- The Probability of Success of the Litigation: The Debtors
       believe that this factor weighs in favor of settlement.
       Because the disputes with CPTC are complex, technical and
       numerous, the probability of the Debtors' overall success
       and ability to prevail on all issues cannot be accurately
       predicted.  However, the Debtors believe that litigation
       or arbitration, even if successful on balance, would not
       yield a result for the Debtors that is significantly more
       favorable than that obtainable through the Agreement;

    -- The Difficulties Associated With Collection: The Debtors
       are unaware of circumstances that would impede the
       ability to collect any reasonable judgment against CPTC.
       However, compromise provides a less expensive and more
       efficient opportunity to obtain the prompt release of the
       bond and the release by CPTC of its claims against the
       estate;

    -- The Complexity of the Litigation or Arbitration and the
       Attendant Expense, Inconvenience, and Delay: This factor
       is also in favor of settlement.  The issues underlying
       the parties' disputes are complex and implicate highly
       technical factual determinations of which errors are
       attributable to the ETTM system.  The development of this
       evidence would require full audit of the system, at
       significant cost to the Debtors' estate.  While other
       disputed issues may be less complicated by comparison,
       each requires independent analysis and evidentiary
       development that would make the parties' disputes under
       the ETTM Contract cumulatively costly to litigate or
       arbitrate.  The amounts at issue and lack of certainty of
       a clear, positive outcome make the inconvenience and
       delay attending arbitration or litigation an unworthy
       distraction from the Debtors' reorganization effort.  By
       contrast, approval of the Agreement would immediately
       bring nearly $8,000,000 from the performance bond into
       the Chapter 11 estate and allow the Debtors to reallocate
       its resources to weightier issues with little risk or
       cost; and

    -- The Paramount Interests of Creditors: The ETTM Contract
       is unprofitable for the Debtors.  Currently, the Debtors
       are performing at a direct cost of $25,000 per month, and
       potential liability for lost tolls and defective
       transponders continues to increase.  Moreover, the
       potential "lost tolls" liability multiplies each time
       CPTC increases the toll fare.  Also, because the
       transponder manufacturer's warranty has expired, the
       Debtors' exposure to liability under its warranty to CPTC
       increases as the transponders age.  Arbitration or
       litigation would be complex, expensive and time-
       consuming.  By contrast, the Agreement provides for the
       consensual termination of the unprofitable ETTM Contract
       as well as for CPTC's waiver of its claims thereunder and
       in respect of the bond.  The Debtors and its creditors
       benefit from a compromise that alleviates the burdens on
       management, eliminates costs and risks, and brings
       significant value into the Debtors' estate in the near
       term.

Ms. Youdelman reminds the Court that the Debtors are licensees
under two third-party, shrink-wrap software licenses.  The
Settlement Agreement provides that the Debtors will assume and
assign those licenses to CPTC, as the software is necessary to
operate the ETTM system.

Because the Debtors has already paid for the software in
question, its remaining duties under the license agreements are
merely passive, proper-use obligations that CPTC undertakes
pursuant to the assignment and agrees to perform under the terms
of the Agreement.  Both license agreements permit transfer to
third parties, provided the third parties agree to be bound by
the terms of the license.  To the extent CPTC fails to abide by
the terms, the license agreements provide termination remedies
that fully protect the licensors.  Under the circumstances, the
Debtors submit that the licensors have adequate assurance of
future performance and that assumption and assignment is an
exercise of sound business judgment and should be approved.
(Worldcom Bankruptcy News, Issue No. 19; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


WORLDWIDE MEDICAL: Files for Chapter 11 Protection in Delaware
--------------------------------------------------------------
Worldwide Medical Corp. (OTCBB:WMED) -- http://www.wwmed.com--
whose products include First Check(R) at Home Drug Tests, has
filed a Chapter 11 petition with the United States Bankruptcy
Court for the District of Delaware.

The company cites a severe liquidity crisis and the absence of
an available source of funding its ongoing operations as the
principal reason for the need to file at this time. WMED has
retained the law firm of Cozen O'Connor, Chase Manhattan Center,
1201 North Market Street, Suite 1400, Wilmington, Del., 19801 to
represent the company in the proceedings.

WMED expects to file a motion to approve a sale of substantially
all of its assets, subject to Court approval after notice to all
interested parties. During the expected 2-3 month sale process,
WMED will be actively soliciting competing offers for WMED's
assets. The company is negotiating an arrangement for debtor-in-
possession financing.

G. Wendell Birkhofer, WMED's interim CEO, stated: "It is
unfortunate that the company could not find a solution for its
liquidity problems outside of a bankruptcy proceeding, but we
believe the sale process poses the best opportunity under the
circumstances to maximize the enterprise value of WMED for the
benefit of creditors and parties with an interest in WMED."

WMED is in the process of notifying its creditors and
shareholders of the action it has taken. All interested parties
and regulatory agencies will also be promptly informed of the
action.


WORLDWIDE MEDICAL: Case Summary & 20 Largest Unsec. Creditors
-------------------------------------------------------------
Debtor: Worldwide Medical Corporation
  13 Spectrum Pointe Drive
  Lake Forest, California 92630

Bankruptcy Case No.: 03-10390

Type of Business: The Debtor is a marketer and distributor of
                  rapid screening diagnostic tests for drugs of
                  abuse, cholesterol levels and colon cancer.

Chapter 11 Petition Date: February 7, 2003

Court: District of Delaware

Debtor's Counsel: Mark E. Felger, Esq.
                  Cozen O'Connor
                  1201 N. Market Street, Suite 1400
                  Wilmington, Delaware 19801
                  Tel: 302-295-2087
                  Fax : 302-295-2013

Total Assets: $920,000

Total Debts: $2,800,000

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Federal Drug Administration Administrative Penalty    $200,000

Applied Biotech, Inc.       Trade                     $175,000

TKR Investments, Inc.       62,500 Note (Converted    $152,500
                            Trade) and 90,000 Trade

Bryan Cave                  Trade                     $131,000

Princeton Biomeditech Corp. Note (Converted Trade     $101,000
                            Debt)

Helena Laboratories, Inc.   Trade                      $63,500

Bradley Resources           Note                       $50,000

Paul Hastings               Trade                      $45,000

Greg Newhuis                Note                       $30,000

National Toxicology         Trade                      $27,000

Anthony Chang               Note                       $26,000

West America Graphics       Trade                      $24,000

Olen Properties             Trade                      $22,000

Rich Nitto                  Trade                      $20,000

Ansel Label                 Trade                      $17,000

Efficient Consumer          Trade                      $15,348

Melt Cook                   14,000 Note and 9,500      $14,000
                            Trade

The Lebrecht Group          Trade                      $12,000

Knobbe, Marlene, Olsen      Trade                      $10,900
& Bear

Bennet Laboratories         Trade                      $10,000


WYNDHAM INT'L: Fourth Quarter Net Loss Plunges to $37 Million
-------------------------------------------------------------
Wyndham International, Inc., (AMEX:WBR) reported results for the
fourth quarter and full year ending Dec. 31, 2002.

                     Business Performance

On a comparable pro forma basis, which reflects adjustments for
acquisitions and dispositions, earnings before interest, taxes,
depreciation and amortization (EBITDA), as adjusted, was $55.7
million for the fourth quarter versus $54.4 million for the same
period in 2001. For the full year of 2002, pro forma EBITDA, as
adjusted, was $301.3 million, versus $398.5 million in 2001. The
pro forma results have been adjusted to remove the operating
results of all assets sold during 2002, as if sold on Jan. 1,
2001.

Wyndham reported a net loss of $37 million and a pro forma net
loss of $43.1 million for the fourth quarter, versus a $57.1
million net loss and $61.7 million pro forma net loss for the
same period in 2001. After the effect of the Company's preferred
dividend, this resulted in a net loss of $0.44 per share and a
pro forma net loss per share of $0.48 for the quarter. For the
full year 2002, the net loss was $500 million and the pro forma
net loss was $513.8 million, versus a $139 million net loss and
$492.9 million pro forma net loss for the prior year.
Significant components of the difference between the pro forma
net loss of $513.8 million and the pro forma EBITDA, as
adjusted, of $301.3 million include $324.1 million of goodwill
write-off, $267.1 million of depreciation and amortization,
$227.8 million of interest expense, and $84.8 million of
derivative losses offset by a $122.4 million tax benefit.

Revenue per available room continued to improve each quarter of
the year. RevPAR for the Company's comparable owned and leased
hotels improved from a decline of 23.1 percent in the fourth
quarter 2001 to an increase of 7.6 percent in the fourth quarter
of 2002, which exceeded the Company's guidance of 5.0 to 7.0
percent. The increase for the fourth quarter was comprised of a
7.1 percentage point increase in occupancy and a 4.2 percent
reduction in average daily ratefor a RevPAR of $67.82.

"Given the challenging climate for the lodging industry, we made
a strategic decision to grow our market share through a focus on
occupancy. Our strategy paid off as RevPAR improved steadily
throughout the year," said Wyndham International Chairman and
Chief Executive Officer Fred J. Kleisner.

                        Branded Performance

For the fourth quarter 2002, comparable owned and operated
Wyndham hotels and resorts had a RevPAR of $75.75, a 14.2
percent increase from the fourth quarter of 2001. For the year,
these hotels and resorts experienced a RevPAR decline of only
2.4 percent, derived from a 3.1 percentage point increase in
occupancy and a 6.7 percent decline in ADR. RevPAR on all
comparable Wyndham owned and leased properties declined 6.8
percent during the year, which was comprised of a 1.1 percentage
point increase in occupancy and an 8.3 percent decline in rate
compared to 2001. Wyndham-branded owned and leased properties
increased their RevPAR penetration index within its competitive
set each month of the fourth quarter versus the prior year:

    October  +150 bps

    November +230 bps

    December +620 bps

Further, these properties ended the year with a RevPAR index of
over 100 percent.

Mr. Kleisner stated: "The marked improvement of our branded
properties compared to our total owned and leased portfolio
underscores our core strategy to focus on proprietary-branded
operations and, specifically, reflects the strength of Wyndham
ByRequest(R), our guest loyalty program. Wyndham ByRequest is a
unique program that has helped us grow market share by treating
our guests as individuals. The market response has been
outstanding; we have tripled membership since June 2002 with
almost 1.2 million members."

The operating margins for Wyndham-branded properties remained
strong despite occupancy gains from guests paying lower rates,
creating margin compression. For the fourth quarter, hotel gross
operating profit margins at Wyndham-branded owned and operated
hotels and resorts maintained the same margins as in the prior
year even with significant cost increases in property and
casualty insurance. These fixed cost increases were offset by
variable cost reductions reflecting the effectiveness of
proactive business planning.

                   Financial Highlights

Cash and equivalents were $181.1 million as of Dec. 31, 2002,
inclusive of $143.8 million of restricted cash. Cash and
equivalents increased by $15.7 million from the $165.4 million
on hand at the end of the third quarter 2002.

During the fourth quarter, debt decreased by $460 million due
primarily to the application of net asset sale proceeds. As of
Dec. 31, 2002, the Company's total debt was $2.827 billion. The
breakdown of the debt at year-end was as follows: Revolver
$156.4 million; IRLs $447.7 million; Term Loans $1.183 billion;
and Mortgage and other indebtedness $1.039 billion. At the end
of the fourth quarter, liquidity was approximately $256 million.
The Company defines liquidity as revolver availability, plus
cash available at the corporate level.

Said Mr. Kleisner: "Since the beginning of 2000, we have
maintained a strong liquidity position, notwithstanding the
sluggish economy that began in 2001 and continues into 2003. We
will continue to manage cash very tightly and make prudent
spending decisions in light of the current economic conditions."

Wyndham began 2002 with approximately $280 million of mortgage
loans coming due in the year. Through extensions and
refinancings, the Company eliminated its 2002 maturities. In
addition, it is currently in the process of receiving bids to
refinance its 2003 and 2004 mortgage pool maturities and to push
the maturity dates by at least five years.

Additionally, during the quarter, the Company spent
approximately $23 million on capital expenditures. For the full
year of 2003, Wyndham expects to commit approximately $83
million in maintenance capital expenditures.

                        Strategic Plan

In 2002, the Company sold 20 hotel properties and its investment
in Shula's Steakhouse for gross proceeds of approximately $590
million, including the sale of 14 non-strategic assets to
Westbrook Hotel Partners for gross proceeds of approximately
$517 million.

In total, since 1999, the Company has sold 102 assets for
approximately $1.5 billion. Wyndham has 34 non-strategic assets
remaining to be sold. The Company expects to generate gross
proceeds in the range of $750 million to $900 million from the
sale of these remaining non-strategic assets. The net proceeds
will be used to reduce debt.

Wyndham has and will continue to focus its business development
in the acquisition of management and franchise contracts with
little to no capital investment as well as the conversion of
non-proprietary-branded hotels to the Wyndham flag.

During 2002, Wyndham signed seven new franchise agreements. The
largest franchise agreement was the 850-room Wyndham Nassau
located in the Bahamas. The property was converted from Marriott
on Nov. 1, 2002. On Dec. 1, 2002, the Company converted the
Hilton Little Rock to a Wyndham Hotel. In addition, during the
year, the Company has, or is in the process of, converting three
other owned, non-proprietary hotels to the Wyndham brand: the
Condado Plaza in Puerto Rico, the Hilton Ft. Lauderdale in
Florida and the Hilton Columbus in Georgia.

                          2003 Guidance

For the first quarter of 2003, RevPAR is forecasted to be
negative 1 to 2 percent as compared to the first quarter of
2002, and EBITDA, as adjusted, is forecasted to be between $82
and $87 million. For the full year of 2003, the Company is
estimating RevPAR to be flat to slightly positive, and full year
EBITDA, as adjusted, is expected to be essentially flat as
compared to 2002, in the range of $300-$305 million.

Said Mr. Kleisner: "Our 2003 projections assume that there is no
measurable recovery in the economy until the end of 2003, there
are no major terrorist attacks against the US, and we have not
built in any impact of a potential war with Iraq. When Sept. 11
happened, it took us 14 days to implement a plan; in the event
of war in Iraq, we will be ready to implement our plan within 24
hours."

Mr. Kleisner continued: "Wyndham will remain nimble to react to
changes in our industry and make the necessary adjustments to
our business operating plan to maintain a financially sound
company."

The Company has also taken additional expense reductions to
offset the increases in fixed expenses such as property, health
and directors and officers insurance. These additional measures
include the reduction in the workforce and a wage freeze for all
non-hourly employees in both the field and the corporate office.
The Company expects these actions will help keep 2003 operating
margins slightly above 2002 levels.

Wyndham International, Inc., offers upscale and luxury hotel and
resort accommodations through proprietary lodging brands and a
management services division. Based in Dallas, Wyndham owns,
leases, manages and franchises hotels and resorts in the United
States, Canada, Mexico, the Caribbean and Europe. For more
information, visit http://www.wyndham.com

As previously reported, Standard & Poor's assigned a B- rating
to Wyndham's $750 million debentures and B corporate credit
rating.


* Darwell, Mulcahy and Clark Join Sheppard Mullin as Partners
-------------------------------------------------------------
Sheppard, Mullin, Richter & Hampton LLP announced that Robert A.
Darwell, Benjamin R. Mulcahy and Shaun C. Clark have joined the
Firm's Entertainment, Media & Communications Team. The three
attorneys joined as partners, effective February 5, 2003, and
will be based in West Los Angeles.

"We are very excited to welcome Bob, Ben and Shaun. All three
are tremendously talented in all aspects of motion picture and
television development, production, finance, and distribution,"
said Guy Halgren, Chair of the Executive Committee. He added,
"In addition, they bring the West Coast's most well-established
advertising law practice to the Firm."

Joe Coyne, Executive Committee member focused on the Firm's
strategic planning and growth initiatives, emphasized that "the
Firm's carefully considered strategic decision was to assemble
the top legal talent in the entertainment field. With these, and
our other recent additions, Sheppard Mullin has completed laying
the foundation of our Entertainment, Media & Communications
Team. The new attorneys' specific areas of expertise mesh well
with our corporate, litigation, banking, tax and IP practices."

Darwell, Mulcahy, and Clark will be working closely with some of
their former colleagues who were partners at the Hill Wynne
Troop & Meisinger law firm, including Marty Katz, Tom Leo, Linda
Michaelson, and David Sands and three of the co-founders of that
firm, Lou Meisinger, Bob Wynne, and Dick Troop, all of whom
joined Sheppard Mullin within the last few weeks. With these
additions, Sheppard Mullin has, almost overnight, brought
together the key players in the entertainment industry,
establishing one of the preeminent institutional entertainment,
media and communications law practices in the nation. Sheppard
Mullin now has a core team of nearly 20 attorneys with
experience in all phases of institutional entertainment and
media law.

In addition, Darwell, Mulcahy and Clark bring with them a major
advertising law practice that entails advising advertisers,
agencies and prominent website operators on a broad range of
advertising law issues.

Bob Darwell, who will head the entertainment transactional team,
said, "We are very excited that Sheppard was able to pull
together the core group of Hill Wynne Troop & Meisinger's
entertainment practice, including its founders. We all share the
Firm's goal of building the preeminent entertainment and media
law practice."

Lou Meisinger, who joined the firm as a senior advisor from his
position as General Counsel and Executive Vice President of The
Walt Disney Company, commented, "As a client I've appreciated
these attorneys' absolute, passionate commitment to service and
excellence. I am now looking forward to working side-by-side
with them again as colleagues."

Bob Darwell has extensive experience in representing
entertainment and media clients in all aspects of motion picture
and television development, production, acquisition and
distribution as well as specialized services with respect to
bank and other forms of single and multiple picture production
financing, including co-productions and output deals. Mr.
Darwell has represented major motion picture studios, as well as
independent production companies and other institutional
entertainment and media entities. He also represents and
counsels advertisers and agencies in connection with a wide
variety of advertising law issues.

Mr. Darwell received his B.A., summa cum laude, from Arizona
State University in 1985 and his J.D., magna cum laude, from
Georgetown University Law Center in 1988 and was elected to the
Order of the Coif. Mr. Darwell also obtained a French Language
Degree from the University of Paris, (La Sorbonne), France in
1985. He is admitted to practice in the State of California and
the U.S. District Court, Central District of California. In
addition to frequently authoring legal- and entertainment-
related articles, Mr. Darwell is active in professional
associations including the Entertainment Law Section of the
Beverly Hills Bar Association and the UCLA Symposium Advisory
Committee.

Ben Mulcahy represents studios, independent production
companies, and rights holders in connection with television and
motion picture development, production, and distribution. Mr.
Mulcahy handles such matters as development deals, first-look
agreements, rights acquisition agreements, feature film
distribution and production services agreements, television
series distribution and licensing agreements, chain of title
review, and guild signatory issues. Mr. Mulcahy also represents
and counsels entertainment entities, prominent web site
operators, and advertising and marketing agencies in preparing
endorsement and sponsorship agreements, licensing and protecting
intellectual property rights, reviewing and clearing advertising
copy for use in on-line and off-line media, preparing
advertising agency and media agreements, and complying with the
state and federal regulations governing contest and sweepstakes
promotions.

Mr. Mulcahy received his B.A., magna cum laude, from Saint
John's University in 1991 and his J.D., cum laude, from the
University of Minnesota Law School in 1994, where he was a
member of the National Moot Court and the Minnesota Law Review.
Upon graduation, Mr. Mulcahy clerked for the Minnesota Supreme
Court. In addition to writing several articles and speaking
regularly on advertising law, Mr. Mulcahy is active in
professional organizations including the Entertainment Law
Section of the Beverly Hills Bar Association, the California
State Bar Association, the Minnesota State Bar Association, the
American Bar Association and the Promotion Marketing
Association.

Shaun Clark represents major motion picture studios, publishing
and entertainment conglomerates, independent television and
motion picture producers, and other entertainment related
entities in the acquisition of rights, and the finance,
production, distribution, and ancillary exploitation of
entertainment content. In addition, he often represents
institutional clients in their capacity as lenders, guarantors,
and borrowers, and the negotiation of intercreditor
relationships, co-production arrangements, split rights deals,
and complex collection account and custodial agreements
controlling the administration of proceeds. Mr. Clark has also
represented clients in the acquisition and sale of high profile
book and life story rights, and often represents prominent
brands in the creation of branded entertainment content.

Mr. Clark earned his B.B.A. from the University of Texas at
Arlington in 1992 and his J.D. from Loyola Law School of Los
Angeles in 1996. Mr. Clark has written articles, and often
speaks on the topic of independent film financing. He is
admitted to practice in California and the U.S. District Court,
Central District of California.

Sheppard Mullin has more than 340 attorneys among its seven
offices in Los Angeles, San Francisco, Orange County, San Diego,
Santa Barbara, West Los Angeles, and Del Mar Heights. The full-
service firm provides counsel in Antitrust & Trade Regulation;
White Collar and Civil Fraud Defense; Business Litigation;
Construction, Environmental, Real Estate & Land Use Litigation;
Corporate; Entertainment, Media & Communications; Finance &
Bankruptcy; Financial Institutions; Government Contracts &
Regulated Industries; Healthcare; Intellectual Property; Labor &
Employment; Real Estate, Land Use, Natural Resources &
Environment; and Tax, Employee Benefits, Trusts & Estates. The
firm celebrated its 75th anniversary in 2002.


* BOND PRICING: For the week of February 10 - 14, 2003
------------------------------------------------------

Issuer                                Coupon  Maturity  Price
------                                ------  --------  -----
Adelphia Communications                3.250%  05/01/21     8
Adelphia Communications                6.000%  02/15/06     8
Adelphia Communications               10.875%  10/01/10    43
Advanced Energy                        5.250%  11/15/06    73
Advanced Micro Devices Inc.            4.750%  02/01/22    60
AES Corporation                        4.500%  08/15/05    55
AES Corporation                        8.000%  12/31/08    63
AES Corporation                        8.750%  06/15/08    65
AES Corporation                        8.875%  02/15/11    62
AES Corporation                        9.375%  09/15/10    67
AES Corporation                        9.500%  06/01/09    67
Akamai Technologies                    5.500%  07/01/07    45
Alaska Communications                  9.375%  05/15/09    72
Alexion Pharmaceuticals                5.750%  03/15/07    67
Allegheny Generating Company           6.875%  09/01/23    73
Alkermes Inc.                          3.750%  02/15/07    64
Alpharma Inc.                          3.000%  06/01/06    74
Amazon.com Inc.                        4.750%  02/01/09    73
American Tower Corp.                   5.000%  02/15/10    70
American & Foreign Power               5.000%  03/01/30    62
Amkor Technology Inc.                  5.000%  03/15/07    60
AMR Corp.                              9.000%  08/01/12    25
AMR Corp.                              9.000%  09/15/16    31
AMR Corp.                              9.750%  08/15/21    24
AMR Corp.                              9.800%  10/01/21    24
AMR Corp.                             10.000%  04/15/21    24
AMR Corp.                             10.200%  03/15/20    25
AnnTaylor Stores                       0.550%  06/18/19    62
Aquila Inc.                            6.625%  07/01/11    75
Argo-Tech Corp.                        8.625%  10/01/07    70
Applied Extrusion                     10.750%  07/01/11    63
Aquila Inc.                            6.625%  07/01/11    75
Aspen Technology                       5.250%  06/15/05    67
BE Aerospace Inc.                      8.875%  05/01/11    72
Best Buy Co. Inc.                      0.684%  06?27/21    70
Borden Inc.                            7.875%  02/15/23    57
Borden Inc.                            8.375%  04/15/16    58
Borden Inc.                            9.200%  03/15/21    59
Borden Inc.                            9.250%  06/15/19    66
Boston Celtics                         6.000%  06/30/38    65
Brocade Communication Systems          2.000%  01/01/07    74
Brooks-PRI Automation Inc.             4.750%  06/01/08    74
Building Materials Corp.               8.000%  10/15/07    75
Burlington Northern                    3.200%  01/01/45    54
Burlington Northern                    3.800%  01/01/20    73
Calair LLC/Capital                     8.125%  04/01/08    59
Calpine Corp.                          4.000%  12/26/06    49
Calpine Corp.                          7.750%  04/15/09    42
Calpine Corp.                          8.500%  02/15/11    42
Calpine Corp.                          8.625%  08/15/10    43
Case Corp.                             7.250%  01/15/16    73
CD Radio Inc.                         14.500%  05/15/09    42
Cell Therapeutic                       5.750%  06/15/08    58
Centennial Cellular                   10.750%  12/15/08    53
Champion Enterprises                   7.625%  05/15/09    41
Charter Communications, Inc.           4.750%  06/01/06    19
Charter Communications, Inc.           5.750%  10/15/05    22
Charter Communications Holdings        8.625%  04/01/09    46
Ciena Corporation                      3.750%  02/01/08    72
Cincinnati Bell Telephone (Broadwing)  6.300%  12/01/28    68
Cincinnati Bell Inc. (Broadwing)       7.250%  06/15/23    70
CNET Inc.                              5.000%  03/01/06    65
Comcast Corp.                          2.000%  10/15/29    23
Comforce Operating                    12.000%  12/01/07    57
Commscope Inc.                         4.000%  12/15/06    74
Conexant Systems                       4.000%  02/01/07    49
Conseco Inc.                           8.750%  02/09/04    16
Continental Airlines                   4.500%  02/01/07    43
Continental Airlines                   8.000%  12/15/05    54
Corning Inc.                           6.750%  09/15/13    74
Corning Inc.                           6.850%  03/01/29    62
Corning Glass                          8.875%  03/15/16    75
Cox Communications Inc.                0.348%  02/23/21    72
Cox Communications Inc.                0.426%  04/19/20    46
Cox Communications Inc.                2.000%  11/15/29    30
Cox Communications Inc.                3.000%  03/14/30    41
Crown Cork & Seal                      7.375%  12/15/26    72
Cubist Pharmacy                        5.500%  11/01/08    48
Cummins Engine                         5.650%  03/01/98    64
CV Therapeutics                        4.750%  03/07/07    75
Dana Corp.                             7.000%  03/15/28    73
Dana Corp.                             7.000%  03/01/29    73
DDI Corp.                              6.250%  04/01/07    16
Delco Remy International              10.625%  08/01/06    55
Delta Air Lines                        7.900%  12/15/09    71
Delta Air Lines                        8.300%  12/15/29    55
Delta Air Lines                        9.000%  05/15/16    65
Delta Air Lines                        9.250%  03/15/22    62
Delta Air Lines                        9.750%  05/15/21    66
Delta Air Lines                       10.375%  12/15/22    69
Dynegy Holdings Inc.                   6.875%  04/01/11    46
EOTT Energy Partner                   11.000%  10/01/09    67
Echostar Communications                4.875%  01/01/07    74
Echostar Communications                5.750%  05/15/08    73
Edison Mission                         9.875%  04/15/11    29
Edison Mission                        10.000%  08/15/08    36
El Paso Corp.                          7.000%  05/15/11    65
El Paso Corp.                          7.750%  01/15/32    60
El Paso Energy                         6.950%  12/15/07    66
El Paso Energy                         8.050%  10/15/30    64
El Paso Natural Gas                    7.500%  11/15/26    57
El Paso Natural Gas                    8.625%  01/15/22    66
Emulex Corp.                           1.750%  02/01/07    72
Energy Corporation America             9.500%  05/15/07    62
Enron Corp.                            9.875%  06/15/03    16
Enzon Inc.                             4.500%  07/01/08    74
Equistar Chemicals                     7.550%  02/15/26    71
E*Trade Group                          6.000%  02/01/07    74
Finisar Corp.                          5.250%  10/15/08    48
Finova Group                           7.500%  11/15/09    35
Fleming Companies Inc.                 5.250%  03/15/09    32
Fleming Companies Inc.                 9.250%  06/15/10    71
Fleming Companies Inc.                10.125%  04/01/08    72
Foamex LP/Capital                     10.750%  04/01/09    72
Ford Motor Co.                         6.625%  02/15/28    74
Fort James Corp.                       7.750%  11/15/23    74
General Physics                        6.000%  06/30/04    51
Geo Specialty                         10.125%  08/01/08    58
Georgia-Pacific                        7.375%  12/01/25    72
Giant Industries                       9.000%  09/01/07    70
Goodyear Tire & Rubber                 6.375%  03/15/08    68
Goodyear Tire & Rubber                 6.625%  12/01/06    70
Goodyear Tire & Rubber                 7.000%  03/15/28    44
Goodyear Tire & Rubber                 7.875%  08/15/11    60
Great Atlantic                         9.125%  12/15/11    70
Great Atlantic & Pacific               7.750%  04/15/07    70
Gulf Mobile Ohio                       5.000%  12/01/56    63
Health Management Associates Inc.      0.250%  08/16/20    66
Human Genome                           3.750%  03/15/07    66
Human Genome                           5.000%  02/01/07    71
I2 Technologies                        5.250%  12/15/06    64
Ikon Office                            6.750%  12/01/25    65
Ikon Office                            7.300%  11/01/27    70
Imcera Group                           7.000%  12/15/13    75
Imclone Systems                        5.500%  03/01/05    72
Incyte Genomics                        5.500%  02/01/07    69
Inhale Therapeutic Systems Inc.        3.500%  10/17/07    54
Inland Steel Co.                       7.900%  01/15/07    73
Internet Capital                       5.500%  12/21/04    37
Isis Pharmaceutical                    5.500%  05/01/09    65
Juniper Networks                       4.750%  03/15/07    73
Kmart Corporation                      9.375%  02/01/06    14
Kulicke & Soffa Industries Inc.        4.750%  12/15/06    61
LTX Corporation                        4.250%  08/15/06    65
Lehman Brothers Holding                8.000%  11/13/03    62
Level 3 Communications                 6.000%  09/15/09    45
Level 3 Communications                 6.000%  03/15/10    41
Level 3 Communications                 9.125%  05/01/08    65
Level 3 Communications                11.000%  03/15/08    66
Liberty Media                          3.500%  01/15/31    64
Liberty Media                          3.750%  02/15/30    52
Liberty Media                          4.000%  11/15/29    55
LTX Corp.                              4.250%  08/15/06    68
Lucent Technologies                    5.500%  11/15/08    68
Lucent Technologies                    6.450%  03/15/29    56
Lucent Technologies                    6.500%  01/15/28    55
Lucent Technologies                    7.250%  07/15/06    74
Magellan Health                        9.000%  02/15/08    25
Mail-Well I Corp.                      8.750%  12/15/08    71
Mapco Inc.                             7.700%  03/01/27    69
Medarex Inc.                           4.500%  07/01/06    64
Metris Companies                      10.125%  07/15/06    39
Mikohn Gaming                         11.875%  08/15/08    74
Mirant Corp.                           5.750%  07/15/07    45
Mirant Americas                        7.200%  10/01/08    50
Mirant Americas                        7.625%  05/01/06    66
Mirant Americas                        8.300%  05/01/11    44
Mirant Americas                        8.500%  10/01/21    36
Missouri Pacific Railroad              4.750%  01/01/20    70
Missouri Pacific Railroad              4.750%  01/01/30    70
Missouri Pacific Railroad              5.000%  01/01/45    62
Motorola Inc.                          5.220%  10/01/21    63
MSX International Inc.                11.375%  01/15/08    67
NTL Communications Corp.               7.000%  12/15/08    19
National Steel                         9.875%  03/01/09    56
National Vision                       12.000%  03/30/09    50
Natural Microsystems                   5.000%  10/15/05    62
Nextel Communications                  5.250%  01/15/10    72
Nextel Partners                       11.000%  03/15/10    67
NGC Corp.                              7.625%  10/15/26    56
Noram Energy                           6.000%  03/15/12    72
Northern Pacific Railway               3.000%  01/01/47    52
Northern Telephone Capital             7.875%  06/15/26    61
Northwest Airlines                     8.130%  02/01/14    63
NorthWestern Corporation               6.950%  11/15/28    73
Oak Industries                         4.875%  03/01/08    63
OM Group Inc.                          9.250%  12/15/11    69
ON Semiconductor                      12.000%  05/15/08    73
ONI Systems Corporation                5.000%  10/15/05    74
OSI Pharmaceuticals                    4.000%  02/01/09    67
Owens-Illinois Inc.                    7.800%  05/15/18    68
Pegasus Communications                 9.750%  12/01/06    57
PG&E Gas Transmission                  7.800%  06/01/25    61
Philipp Brothers                       9.875%  06/01/08    47
Providian Financial                    3.250%  08/15/05    74
Province Healthcare                    4.250%  10/10/08    74
PSEG Energy Holdings                   8.500%  06/15/11    75
Quanta Services                        4.000%  07/01/07    65
Qwest Capital Funding                  7.000%  08/03/09    71
Qwest Capital Funding                  7.250%  02/15/11    71
Qwest Capital Funding                  7.900%  08/15/10    72
RF Micro Devices                       3.750%  08/15/05    74
RF Micro Devices                       3.750%  08/15/05    74
Radiologix Inc.                       10.500%  12/15/08    74
Redback Networks                       5.000%  04/01/07    26
Revlon Consumer Products               8.625%  02/01/08    44
Rural Cellular                         9.750%  01/15/10    61
Ryder System Inc.                      5.000%  02/25/21    71
SBA Communications                    10.250%  02/01/09    61
SC International Services              9.250%  09/01/07    66
Schuff Steel Co.                      10.500%  06/01/08    74
SCI Systems Inc.                       3.000%  03/15/07    74
Sepracor Inc.                          5.000%  02/15/07    66
Sepracor Inc.                          5.750%  11/15/06    73
Silicon Graphics                       5.250%  09/01/04    54
Sotheby's Holdings                     6.875%  02/01/09    74
TCI Communications Inc.                7.125%  02/15/28    74
Talton Holdings                       11.000%  06/30/07    40
TECO Energy Inc.                       7.000%  05/01/12    73
Tenneco Inc.                          11.625%  10/15/09    75
Teradyne Inc.                          3.750%  10/15/06    72
Terayon Communications                 5.000%  08/01/07    66
Tesoro Petroleum Corp.                 9.000%  07/01/08    74
Tesoro Petroleum Corp.                 9.625%  11/01/08    75
Time Warner Telecom                    9.750%  07/15/08    65
Time Warner                           10.125%  02/01/11    65
Transwitch Corp.                       4.500%  09/12/05    59
Tribune Company                        2.000%  05/15/29    73
US Airways Passenger                   6.820%  01/30/14    73
Universal Health Services              0.426%  06/23/20    62
US Timberlands                         9.625%  11/15/07    61
Vector Group Ltd.                      6.250%  07/15/08    70
Veeco Instrument                       4.125%  12/21/08    72
Vertex Pharmaceuticals                 5.000%  09/19/07    75
Viropharma Inc.                        6.000%  03/01/07    46
Weirton Steel                         10.750%  06/01/05    45
Weirton Steel                         11.375%  07/01/04    60
Western Resources Inc.                 6.800%  07/15/18    75
Westpoint Stevens                      7.875%  06/15/08    28
Williams Companies                     7.625%  07/15/19    74
Williams Companies                     7.750%  06/15/31    69
Williams Companies                     7.875%  09/01/21    73
Witco Corp.                            6.875%  02/01/26    71
Worldcom Inc.                          7.375%  01/15/49    23
Xerox Corp.                            0.570%  04/21/18    64

                          *********

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 ***