TCR_Public/030211.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, February 11, 2003, Vol. 7, No. 29    

                          Headlines

A NOVO BROADBAND: Wants Lease Decision Period Extended to May 19
ADELPHIA BUSINESS: Exclusive Period Hearing Continues on Feb. 28
ADELPHIA COMMS: Wants Okay to Sign-Up Pearl Meyer as Consultants
ADVANCED TISSUE: Files Plan and Disclosure Statement in Calif.
AGILENT TECH: S&P Cuts Corp. Credit & Senior Note Ratings to BB

AGRILINK FOODS: Changes Name to Birds Eye Foods Effective Feb 10
AIR CANADA: Operating Losses Spur S&P to Cut Credit Rating to B
AK STEEL: Has No Plan to Suspend Shipments to General Motors
ALLEGHENY ENERGY: Bank Lenders Extend Waivers to Feb. 14
AMERICAN COMMERCIAL: Hires Richard Weingarten for Fin'l Advice

AMERICAN MEDIA: Reports Several Executive Promotions at Weider
ANNTAYLOR STORES: Total Net Sales Slide-Down 3.7% in January
APPLIED DIGITAL SOLUTIONS: Prepares Prospectus for 50MM Shares
ASARCO INC: Fitch Cuts Debt Ratings to DDD over Missed Payment
ATSI COMMS: Two Operating Units File for Chapter 11 Protection

ATSI COMMS: Case Summary & 20 Largest Unsecured Creditors
ATSI COMMS: Board Approves Planned Merger with CCC GlobalCom
BCE INC: Regains Full Ownership of Sympatico.ca Portal
B/E AEROSPACE: Moody's Junks Three Senior Subordinated Notes
BETHLEHEM STEEL: Board Approves Asset Sale to Int'l Steel Group

BETHLEHEM STEEL: Intends to Terminate Retiree Insurance Benefits
BETHLEHEM STEEL: USWA Condemns Retiree Benefit Termination
BROADWING INC: Tinkers with Certain Executive Employment Pacts
BUDGET GROUP: Wants Plan Filing Exclusivity Extended to June 2
CANNONDALE CORP: Nasdaq Knocking-Off Shares Effective Today

CANNONDALE CORP: Creditors' Meeting Scheduled for March 3, 2003
CHARMING SHOPPES: Comparable Store Sales Down by 1% in January
CITGO PETROLEUM: Fitch Hatchets Ratings over Liquidity Concerns
CONSECO FINANCE: Seeks Approval of Proposed Lift Stay Procedures
CONSECO INC: TOPrS Committee Hires Saul Ewing as Primary Counsel

CORNING INC: Foresees Profitability Return by Third Quarter
CORNING INC: Expects Continued Strong Growth in Glass Business
CREST 2003-1: S&P Rates $180-Mill. Preferred Share Issue at BB-
DELTRONIC CRYSTAL: Case Summary & Largest Unsecured Creditors
DOANE PET CARE: Updates Q4 and Fiscal 2002 Earnings Guidance

EL PASO CORP: S&P Lowers L-T Corp. Credit Rating to B+ from BB
ENCOMPASS SERVICES: Earns Final Nod for $60-Mill. DIP Financing
ENRON CORP: Exclusivity Extension Hearing Slated for February 20
ETHYL CORP: Meets Earnings and Debt Reduction Targets in 2002
FARMLAND: Marketing Pact with Mississippi Chemical Terminated

FIRST INT'L: Fitch Cuts Notes' Ratings to Low-B & Junk Levels
FIRST-UNION LEHMAN: S&P Hatchets Ratings on Classes K & L Notes
FORT WASHINGTON: S&P Puts BB 2nd Priority Sr Notes on Watch Neg.
GALEY & LORD: Court Stretches Plan Exclusivity through March 31
GENTEK INC: Wants Plan Filing Exclusivity Stretched Until May 9

GENUITY INC: Court Okays Lazard Freres to Render Fin'l Advice
GLIMCHER REALTY: Closes Community Center Asset Sale for $9 Mill.
GLOBAL CROSSING: Selling Arizona Property to Food for the Hungry
ICO INC: Fiscal First Quarter 2003 Net Loss Tops $2.8 Million
INTEGRATED HEALTH: Wins Okay to Close Rotech Subsidiary Cases

INTERWAVE COMMS: Delays Reverse Split Decision Indefinitely
J. CREW GROUP: Comp Store Sales Plummet 19% in January
MACKIE DESIGNS: Expects to Close Sun Capital Deal by Friday
LA PETITE: Seeking Covenant Violation Waiver Under Credit Pact
LYONDELL CHEMICAL: Board Declares Regular Quarterly Dividend

METROPOLITAN ASSET: Fitch Drops Class B-1 Note Rating to D
NASH FINCH: Seeking SEC Concurrence with Accounting Approach
NASH FINCH: Deloitte's Resignation Prompts S&P to Cut Ratings
NATIONAL CENTURY: Cash Collateral Pact in Place through May 2
NATIONAL STEEL: Earns Approval of Russell Settlement Agreement

NATIONSRENT: UST Says Disclosure Statement Lacks Information
NAVIGATOR GAS: Wants to Honor Foreign Creditors' Claims
NORTH STREET: Fitch Hatchets Low B- & Junk-Rated Notes' Ratings
NORTHWEST AIRLINES: Aircraft Mechanics Cite Past Broken Promises
ORBITAL IMAGING: Promotes 2 Senior Staff to Vice Pres. Positions

PANACO INC: Robert McMillan Steps Down from Board of Directors
QWEST COMMS: Applauds Court's Decision on Milberg Weiss' Request
RAILAMERICA INC: Initiates $100-Mill. Asset Rationalization Plan
ROWECOM INC: Case Summary & 30 Largest Unsecured Creditors
SIMON TRANS: Secures Nod to Hire Logan & Company as Ballot Agent

SPECTRASCIENCE INC: Court Approves Conversion to Chapter 11 Case
SUN HEALTHCARE: Pursuing Major Lease Restructuring Initiative
TECSTAR INC: Wants Plan Filing Exclusivity Stretched to April 4
TOKHEIM CORP: Danaher & First Reserve Pitch Best Bids at Auction
TRENWICK: James F. Billett, Jr. Resigns as Officer & Director

UNITED AIRLINES: Traffic Up 5.8% as Load Factor Rises to 70.9%
UNITED AIRLINES: U.S. Trustee Amends Unsecured Creditors' Panel
US AIRWAYS: Wants to Undertake Pilot Plan Distress Termination
USG CORP: Asks Court to Move Lease Decision Deadline to Aug. 29
WESTAR: Fitch Calls Financial Plan a Constructive Credit Event

WHEELING-PITTSBURGH: Wants Solicitation Exclusivity Extension
WORLDCOM INC: Wins Court Nod for $9.8-Mill. BCT & Savannah Sale
Z-TEL TECHNOLOGIES: Fails to Maintain Nasdaq Listing Standards

* It's Now Pachulski, Stang, Ziehl, Young, Jones & Weintraub
* Leading Silicon Valley Lawyers to Join O'Melveny & Myers

* Large Companies with Insolvent Balance Sheets

                          *********

A NOVO BROADBAND: Wants Lease Decision Period Extended to May 19
----------------------------------------------------------------
A Novo Broadband, Inc., asks the U.S. Bankruptcy Court for the
District of Delaware to extend its deadline to make lease
disposition decisions.  The Debtor asks the Court to extend the
deadline through May 19, 2003.

The Debtor tells the Court that it has moved swiftly to reject
unexpired nonresidential real property leases for sites that are
no longer necessary for its operations.  However, to date, the
Debtor has not been able to fully evaluate each of its Unexpired
Leases.

Accordingly, an extension of time to determine whether to
assume, assume and assign, or reject the Unexpired Leases, is
necessary to preserve the status quo with respect to the
Debtor's estate and to allow the Debtor to make decision with
respect to the Unexpired Leases in the context of either a sale
of the business or a stand-alone reorganization.  The value of
the Debtor's business may jeopardized if the Debtor loses the
right to assume and assign any of the remaining Unexpired
Leases.

A Novo Broadband, Inc., a business engaged primarily in the
repair and servicing of broadband equipment for equipment
manufacturers and operators of cable and other broadband systems
in North America, filed a chapter 11 petition on December 18,
2002 (Bankr. Del. Case No. 02-13708).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., at Young, Conaway, Stargatt &
Taylor represent the Debtor in its restructuring efforts.  When
the Company filed for protection from its creditors, it listed
$12,356,533 in total assets and $10,577,977 in total debts.


ADELPHIA BUSINESS: Exclusive Period Hearing Continues on Feb. 28
----------------------------------------------------------------
The hearing on Adelphia Business Solutions, Inc., and its
debtor-affiliates' request for more time to propose a plan of
reorganization has been continued to February 28, 2003 at 9:45
a.m.  Accordingly, the ABIZ Debtors' exclusive period to file a
plan without interference from other parties-in-interest under
11 U.S.C. Sec. 1121 is extended until the conclusion of that
hearing.

As previously reported, Adelphia Business Solutions, Inc., and
its debtor-affiliates asked the Court for an extension of
the deadlines to (A) file a plan of reorganization to May 31,
2003; and (B) solicit acceptances of that plan to July 31, 2003.
(Adelphia Bankruptcy News, Issue No. 28; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


ADELPHIA COMMS: Wants Okay to Sign-Up Pearl Meyer as Consultants
----------------------------------------------------------------
Myron Trepper, Esq., at Willkie Farr & Gallagher, in New York,
recounts that on January 16, 2003, after an exhaustive six-month
search process, the Adelphia Communications Debtors' Board of
Directors approved the appointment of William Schleyer as
Chairman of the Board and Chief Executive Officer and Ronald
Cooper as President and Chief Operating Officer.  Messrs.
Schleyer and Cooper are to be employed pursuant to the terms of
employment agreements, which are the result of substantial
arm's-length negotiations between each of them and the ACOM
Debtors.  These negotiations involved substantial participation
from the major parties-in-interest in these cases.  Among other
factors and considerations, the Board sought the advice and
assistance of Pearl Meyer & Partners, Inc., a highly respected
compensation consulting firm, in connection with its
deliberations.

Thus, the ACOM Debtors seek the Court's authority to employ
Pearl Meyer to continue to assist them as executive compensation
consultants in these Chapter 11 cases.

The ACOM Debtors intend to utilize Pearl Meyer to advise them
and the Board in connection with these matters:

    A. Employment Agreements;

    B. preparation of an expert report and testimony as to the
       reasonableness of certain of the Debtors' directors or
       officers' compensation;

    C. development of a key employee retention plan and long-
       term incentive plan for certain of the Debtors'
       employees;

    D. compensation programs for the Board;

    E. company-wide salary and incentive policies;

    F. employment and compensation of any new members of the
       Debtors' senior management team and ACC's Board; and

    G. litigation in connection with any of these issues.

Mr. Trepper informs the Court that Pearl Meyer is one of the
leading executive compensation consulting firms, specializing in
the creation of innovative compensation programs to attract,
retain, motivate and reward key employees and directors.  
Founded in 1989, Pearl Meyer has been a leader in executive
compensation consulting and has provided counsel to the senior
management and boards of directors of dozens of public and
private companies on matters of executive compensation,
performance and organization, including numerous Fortune 500
companies in the United States and abroad.  Pearl Meyer
frequently serves as an outside consultant to board compensation
committees in the discharge of their fiduciary duties.  Mr.
Trepper relates that Pearl Meyer has pioneered major innovations
in compensation design, particularly in the area of equity
incentives, including omnibus stock plans, long-term performance
incentives, career shares, equity options, performance
management systems, stock grants for directors, protection of
unfunded executive benefits, and certain deferred compensation
arrangements.  If necessary, Pearl Meyer could easily be
qualified by the Court as an expert on matters of executive
compensation as its comprehensive annual surveys of trends in
executive pay, board compensation and use of corporate equity
are widely cited, and the firm is regularly quoted by the
general and business media including The New York Times.

Pearl Meyer will seek compensation for its services at its
standard hourly rates:

       Partners                            $600 - 900
       Consultants                         $125 - 550

Additionally, Pearl Meyer will seek reimbursement of out-of-
pocket expenses incurred in performing services for the Debtors.
The professionals who primarily will render services in these
cases are:

       Pearl Meyer, Partner                   $900/hour
       Joseph Sorrentino, Consultant          $450/hour

On January 3, 2003, Willkie Farr, on the Debtors' behalf,
remitted a $10,000 retainer to Pearl Meyer.  Pearl Meyer will
apply its retainer consistent with the applicable provisions of
the Interim Compensation Procedures Order.

The Debtors have agreed to indemnify and hold harmless Pearl
Meyer and its directors, officers, employees, affiliates, agents
and controlling persons during the pendency of these cases
pursuant to the provisions of the indemnification letter dated
January 21, 2003.

Pearl Meyer, Chairman of Pearl Meyer & Partners, assures the
Court that the firm has not represented and has no relationship
with the Debtors, their major creditors or equity security
holders, or any other significant parties-in-interest in these
cases, in any matter relating to these cases.  In addition,
Pearl Meyer's principals and professionals:

    -- do not have any connection with the Debtors, their major
       creditors and equity holders, or any party-in-interest,
       or their attorneys;

    -- do not hold or represent an interest adverse to the
       estates; and

    -- are "disinterested persons" within the meaning of Section
       101(14) of the Bankruptcy Code.

However, Mr. Meyer discloses that the firm was an executive
compensation consultant to MacKay Shields LLC, ABN Amro Bank
N.V., Bankers Trust Company, CIBC, Deutsche Bank AG, Bank of
America N.A., Goldman Sachs & Co., J.P. Morgan Chase & Co., and
The Walt Disney Co.  None of the consulting provided to these
clients related to bankruptcy or litigation, nor did the
consulting relate to the Debtors. (Adelphia Bankruptcy News,
Issue No. 28; Bankruptcy Creditors' Service, Inc., 609/392-0900)

Adelphia Communications' 10.875% bonds due 2010 (ADEL10USR1) are
trading at about 42 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ADEL10USR1
for real-time bond pricing.


ADVANCED TISSUE: Files Plan and Disclosure Statement in Calif.
--------------------------------------------------------------
Advanced Tissue Sciences, Inc., (OTC BB: ATISQ) has filed a
proposed Liquidating Plan of Reorganization and accompanying
Disclosure Statement with the United States Bankruptcy Court for
the Southern District of California.

The Plan and Disclosure Statement were filed within the 120-day
period in which Advanced Tissue Sciences has the exclusive right
to file a Plan. The company now has the exclusive right for an
additional 60 days to obtain confirmation of the Plan.

The key provisions of the Plan include the following:

     -- All secured and unsecured creditors with allowed claims
will be paid in full with interest.

     -- The proposed effective date of the plan is March 31,
2003. At the close of business on that date, the stock of
Advanced Tissue Sciences, Inc., will immediately and permanently
cease to trade, and all of the shares of the company's stock
will be cancelled and converted into interests in a liquidating
trust. After such date, the company intends to terminate its
registration under the Exchange Act.

     -- A liquidating trust will be formed to distribute cash
from the liquidation of the remaining assets. Holders of the
company's stock at the time of the effective date of the Plan
will receive a non-trading, non-transferable interest in the
liquidating trust equal to the pro rata interest they previously
held in the common stock of the company. If cash is available
for distribution to stockholders, the initial distribution by
the trust to former stockholders will occur not later than 60
days after the effective date. Further distributions, if any,
will follow as funds are collected and/or assets are sold.

     -- The Disclosure Statement filed includes a list of
assumptions and a projected potential distribution calculation.
There is no assurance that the assumptions used to estimate the
distributions to stockholders will prove valid. These
projections are neither predictions nor forecasts of future
events or of expected results. Because of the complexity of the
estate and the number of sales that remain to be undertaken,
management expects that the actual results will differ from
these projections. The direction and amount of the difference
between the actual results and these assumptions and projections
cannot be estimated. Based on the assumptions and projections as
discussed in the Disclosure Statement, it is projected that the
distribution to stockholders will be made as follows:

     * an initial distribution to former stockholders of
       approximately $.10 (ten cents) per share following Plan
       effectiveness.

     * one or more subsequent distributions that are currently
       projected to total $.20 (twenty cents) per share,
       projected through the end of 2005.

     * The company does not guarantee that the above results
       will be achieved.

     -- The Liquidating Trust will not be required to make any
distribution to former shareholders where the value is less than
$200 unless the distribution is a final distribution of the
Liquidating Trust.

     -- Since the company expects creditors will be paid in
full, stockholders will receive their pro rata interest in the
remaining value of Advanced Tissue Sciences' assets, if any, via
the liquidating trust, and there are no junior classes to
stockholders, the company believes that the Plan may be
confirmed by the Court even if the stockholders were to vote
against the Plan. Therefore, the company is asking the Court to
approve the Disclosure Statement and confirm the Plan at a
single hearing in an effort to save the time and money that
would otherwise have to be spent in a solicitation of votes.

The foregoing provisions, including the assumptions integral to
the projections, and other information important to stockholders
and creditors are discussed more fully in the Plan and
Disclosure Statement. Shareholders and creditors are urged to
read the Plan and Disclosure Statement in their entirety.

The Plan and Disclosure Statement will be promptly filed with
the Securities and Exchange Commission as attachments to a Form
8-K.  This will allow stockholders and creditors to view the
documents via the SEC's Internet site at http://www.sec.gov  

Stockholders and creditors or other interested parties may also
request, at no cost, a written copy of the Disclosure Statement
and Liquidating Plan of Reorganization by contacting Lillian L.
Ton, Gibson, Dunn & Crutcher LLP, 4 Park Plaza, Suite 1400,
Irvine, California 92614-8557, (949) 451-3800.

The hearing for the combined approval of the Disclosure
Statement and confirmation of the Plan is scheduled for 10:00
a.m. PST on March 19, 2003. If the plan is confirmed at that
time as submitted, it will become effective at 5:00 p.m. eastern
time on March 31, 2003.

Any oppositions to confirmation of the Plan or objections to the
adequacy of the Disclosure Statement must be served and filed no
later than Friday, March 7, 2003. Oppositions to confirmation of
the Plan or objections to the adequacy of the Disclosure
Statement must be served on counsel for the company:

        Craig H. Millet, Esq.
        Eric J. Fromme, Esq.
        Gibson, Dunn & Crutcher LLP
        4 Park Plaza, Suite 1400
        Irvine, CA 92614-8557

and the United States Trustee:

        Tiffany L. Carroll
        Office of the United States Trustee
        402 W. Broadway, Suite 600
        San Diego, CA 92101

An original and one copy of any opposition to confirmation of
the Plan or objection to the adequacy of the Disclosure
Statement, together with any supporting exhibits or declarations
and a certificate of service, must also be filed with the Clerk
of the Bankruptcy Court:

        United States Bankruptcy Court
        Jacob Weinberger United States Courthouse
        325 West "F" Street
        San Diego, CA 92101


AGILENT TECH: S&P Cuts Corp. Credit & Senior Note Ratings to BB
---------------------------------------------------------------  
Standard & Poor's Ratings Services lowered its corporate credit
and senior note ratings on Agilent Technologies to 'BB' from
'BBB-'. At the same time, the existing bank loan rating was
withdrawn. The ratings downgrade is based on subpar operating
performance and weakening credit measures.

The rating outlook is negative on Palo Alto, California-based
Agilent, which serves the communications, electronics, and life
science markets with test, measurement, and monitoring
instruments, as well as semiconductor components. Total rated
debt is $1.15 billion.

Agilent will report a substantial operating loss for the fiscal
first quarter ended January 2003, as sales were almost 20% lower
than in the fiscal fourth quarter of 2002. This was the
company's seventh consecutive quarterly loss.

"Ratings could be lowered unless operating performance
stabilizes and there is meaningful sequential progress toward
returning to profitability," said Standard & Poor's ratings
analyst Andrew Watt.

Standard & Poor's believes end-market conditions are likely to
remain difficult over the near term, challenging management
efforts to improve operating performance. Therefore, despite
considerable restructuring actions over the past year, the
timing of the company's return to sustained profitability is
uncertain.

Management expects to reach profitability at sales levels of
$1.6 billion per quarter. It expects to report that sales for
the 2003 first fiscal quarter were $1.35 billion-$1.45 billion.


AGRILINK FOODS: Changes Name to Birds Eye Foods Effective Feb 10
----------------------------------------------------------------
Agrilink Foods, the country's largest manufacturer and marketer
of frozen vegetables and a major processor of other food
products, reported its second quarter results.

Pretax income from continuing operations for the second quarter
of fiscal 2003 increased 3.3 percent or approximately $0.8
million, to $24.9 million from $24.1 million in the prior year.
The Company's results were positively impacted by actions taken
throughout the last year to reduce operating costs and interest
expense. Interest expense was approximately $4.0 million lower
than the prior year, reflecting the $140 million reduction in
net debt from Vestar Capital Partners' August 19, 2002, equity
investment, reduced working capital borrowings, and a lower
overall interest rate environment. These improvements more than
offset an increase in marketing costs related to the Company's
new frozen soup offering, Birds Eye Hearty Spoonfuls, and an
increase in production costs due to lower volumes in the
Company's facilities. Lower production volumes were driven by
management's efforts to reduce inventory levels and by lower
than anticipated crop intake from unfavorable weather
conditions.

Net sales for the second quarter of fiscal 2003 were
approximately $274.4 million, which represented a decline of
$15.8 million or 5.4 percent. The majority of this decline can
be attributed to the vegetable segment where net sales declined
$10.9 million primarily in the Company's non-branded product
lines. The non-branded decline is largely a result of the
Company's prior decisions to exit low margin businesses. While
branded net sales remained consistent with the prior year, they
were positively impacted by improvements in the core Birds Eye
product lines and Birds Eye Hearty Spoonfuls. However, these
improvements were offset by category declines and increased
pressures in the skillet meal segment.

Pretax income from continuing operations for the six-month
period ended December 28, 2002 increased 34.9 percent, or
approximately $7.4 million, to $28.4 million from $21.0 million
in the prior period. Net sales for the six- month period were
$482.5 million compared to $533.8 million in the prior period.
Of this decline, $24.4 million was associated with the planned
reduction in co-pack agreements and the reduction in other non-
branded sales.

Agrilink also announced that it plans to close six frozen
vegetable processing facilities over the next several months and
will consolidate production from these locations into other
Agrilink facilities. This consolidation will allow for more
efficient operations while having no negative effect on the
Company's ability to serve its customers. Production facilities
scheduled to close include: Barker, New York; Bridgeville,
Delaware; Green Bay, Wisconsin; Oxnard, California; Uvalde,
Texas and Montezuma, Georgia. Production from these facilities
will move to Darien, Wisconsin; Oakfield, New York; and
Watsonville, California. Although there will be additional
employment opportunities at the consolidated facilities, the
closings will result in layoffs of approximately 260 people.

"We are pleased to see improvements in our core Birds Eye line,"
said Dennis Mullen, Agrilink Foods chairman, president and CEO.
"Our ongoing focus," he continued, "is to grow our brands, while
balancing these efforts with an aggressive commitment to being a
low cost producer. That focus sometimes brings with it difficult
decisions such as the closings announced today.

"We are excited about our upcoming name change to Birds Eye
Foods," Mullen added, "which [became] effective on Monday,
February 10th. Birds Eye is a widely recognizable and respected
brand name in the frozen vegetable marketplace and, as the
nation's largest processor of frozen vegetables, it makes
perfect sense for us to carry this prestigious name."

Rochester-based Agrilink Foods, with sales of approximately $1.0
billion annually and whose corporate credit rating has been
affirmed by Standard & Poor's at B+, processes fruits and
vegetables in 30 facilities across the country. Familiar brands
in the frozen aisle include Birds Eye, Birds Eye Voila!, Birds
Eye Simply Grillin,' Birds Eye Hearty Spoonfuls, Freshlike and
McKenzie's. Other processed foods marketed by Agrilink Foods
include canned vegetables (Freshlike and Veg-All); pie fillings
(Comstock and Wilderness); chili and chili ingredients (Nalley
and Brooks); salad dressings (Bernstein's and Nalley) and snacks
(Tim's, Snyder of Berlin and Husman's). Agrilink Foods also
produces many of these products for the private label, food
service and industrial markets.


AIR CANADA: Operating Losses Spur S&P to Cut Credit Rating to B
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
corporate credit rating on Air Canada to 'B' from 'B+'. At the
same time, the ratings on Canada's largest airline were placed
on CreditWatch with negative implications, reflecting higher-
than-expected operating losses and diminishing sources of backup
liquidity from available collateral.

In addition, the company faces difficult prospects for 2003 due
to strong domestic competition, increased fuel costs, and the
near-term prospect of a war between the U.S. and its allies
against Iraq.

Montreal, Quebec-based Air Canada yesterday reported an
operating loss of C$288 million in the fourth quarter of 2002, a
decline from the C$308 million operating loss in fourth-quarter
2001, and a full-year 2002 operating loss of C$218 million, a
decrease from the C$731 million operating loss in 2001.

"The ratings actions stem from Air Canada's continuing operating
losses, the gradual reduction of its sources of backup
liquidity, and the increasingly competitive dynamics in the
domestic market," said Standard & Poor's credit analyst Kenton
Freitag. "Although near-term cash liquidity remains adequate,
the company faces substantial debt maturities in 2003 and 2004,
and the ability to maintain the current liquidity position
through continued asset sales or improved operating cash flow is
uncertain in this environment," Mr. Freitag continued.

Air Canada is in talks with its unions about efforts to reduce
labor costs. A war between the U.S. and Iraq, a prospect that
has already raised airline fuel prices, likely would cause an
erosion of revenues, potentially widening the company's losses.

Standard & Poor's will review Air Canada's financial and
liquidity outlook, and its ongoing measures to face the
challenging operating environment, to resolve the CreditWatch
placement.

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


AK STEEL: Has No Plan to Suspend Shipments to General Motors
------------------------------------------------------------
AK Steel (NYSE: AKS) said in response to published news reports
about litigation between AK Steel and General Motors, that it
has no intention of suspending shipments of steel products to
General Motors.  AK Steel confirmed that it is engaged in
litigation over interpretation of terms of the supply contract
between it and General Motors.  That litigation involves a claim
by AK Steel that General Motors has failed to satisfy its
obligation under the parties' contract to reimburse AK Steel for
its increased costs attributable to changes by General Motors in
the scope of work covered by the contract.

Reports that have suggested that AK Steel is seeking in that
litigation, or otherwise, to suspend shipments to General Motors
are incorrect.  To the contrary, in a letter AK Steel sent to
General Motors prior to commencing its litigation, AK Steel
stated "we do not intend to suspend our performance under
the contract as a result of our disagreement over the
application of the equitable adjustment clause of the contract."

AK Steel said it and its predecessor companies have served
General Motors for more than 90 years.  GM has awarded AK Steel
its coveted Supplier of the Year award twice in recent years.  
Notwithstanding the litigation, AK Steel said it anticipates
that it will continue its long and mutually beneficial
relationship with GM for many years to come.

"Even in good relationships, disputes sometimes arise which the
parties themselves cannot initially resolve," said Richard M.
Wardrop, Jr., chairman and CEO of AK Steel.  "I am confident,
however, that the strength of our longstanding partnership with
GM will enable us to bring this matter to an equitable
resolution.  We look forward to continuing to supply GM with the
highest quality steels available."

Headquartered in Middletown, Ohio, AK Steel produces flat-rolled
carbon, stainless and electrical steel products for automotive,
appliance, construction and manufacturing markets, as well as
tubular steel products. The company operates steel producing and
finishing facilities in Ohio, Kentucky, Pennsylvania and
Indiana.  Additional information about AK Steel is available on
the company's Web site at http://www.aksteel.com

                         *     *     *

As previously reported, Standard & Poor's assigned its double-
'B' rating to integrated steel producer, AK Steel Corp.'s $550
million senior unsecured notes due 2012. Standard & Poor's also
affirmed its existing ratings on AK Steel Corp., and parent
company AK Steel Holding Corp. The outlook is stable. AK Steel
is based in Middletown, Ohio and has total debt of about $1.4
billion.

The ratings on AK Steel Holding Corp., reflect its fair business
position as a midsize, value-added, integrated steel maker with
high exposure to the automotive market, low sensitivity to spot
prices, and burdensome legacy costs totaling $1.4 billion.


ALLEGHENY ENERGY: Bank Lenders Extend Waivers to Feb. 14
--------------------------------------------------------
Allegheny Energy, Inc., (NYSE: AYE) announced that, based on
continuing negotiations with lenders, its subsidiaries,
Allegheny Energy Supply Company, LLC, and Allegheny Generating
Company, have sought and received extensions on waivers from
bank lenders under their credit agreements.

The Company previously announced that these subsidiaries had
received waivers, which extended through February 7, 2003, from
their bank lenders with regard to certain covenants contained in
their credit agreements. These waivers have now been extended
through February 14, 2003.

Allegheny Energy and its subsidiaries are continuing discussions
with bank lenders under these and other facilities, as well as
with other lenders and trading counterparties, regarding
outstanding defaults, required amendments to existing
facilities, and additional secured financing. As the Company
noted in previous news releases, if it is unable to successfully
complete negotiations with these lenders, including arrangements
with respect to inter-creditor issues, it would likely be
obliged to seek bankruptcy protection.

With headquarters in Hagerstown, Md., Allegheny Energy is an
integrated energy company with a balanced portfolio of
businesses, including Allegheny Energy Supply, which owns and
operates electric generating facilities and supplies energy and
energy-related commodities in selected domestic retail and
wholesale markets; Allegheny Power, which delivers low-cost,
reliable electric and natural gas service to about three million
people in Maryland, Ohio, Pennsylvania, Virginia, and West
Virginia; and a business offering fiber-optic and data services.
More information about the Company is available at
http://www.alleghenyenergy.com


AMERICAN COMMERCIAL: Hires Richard Weingarten for Fin'l Advice
--------------------------------------------------------------
American Commercial Lines LLC, and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Southern District of Indiana for
permission to hire Richard Weingarten & Company, Inc., as their
Financial Advisor.

Prior to filing for chapter 11 protection, the Debtors engaged
Richard Weingarten as their financial advisor to work closely
with:

     (i) Debtors' management and other financial consultants;

    (ii) the board of directors and officers of Danielson
         Holding Corporation, Debtors' ultimate parent, and
         certain special committees established by DHC and

   (iii) Debtors' senior lenders and note holders.

to develop a timely operating plan and preliminary restructuring
plan for the Debtors and to communicate, negotiate and
facilitate a timely implementation and consummation of that
plan.

The Debtors say that Richard Weingarten has sufficient knowledge
of the Debtors business operations to be uniquely qualified to
provide the necessary service.

The Debtors agree to compensate Richard Weingarten:

     i) a $55,000 monthly retainer;

    ii) a $420,000 success fee upon satisfaction of certain
        conditions; and

   iii) reimbursement of all reasonable, out-of-pocket expenses.

American Commercial Lines LLC, an integrated marine
transportation and service company transporting more than 70
million tons of freight annually using 5,000 barges and 200
towboats in North and South American inland waterways, filed for
chapter 11 protection on January 31, 2003 (Bankr. S.D. Ind. Case
No. 03-90305).  American Commercial is a wholly owned subsidiary
of Danielson Holding Corporation (Amex: DHC).  Suzette E.
Bewley, 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 Several Executive Promotions at Weider
--------------------------------------------------------------
David J. Pecker, Chairman and CEO of American Media, Inc.,
announced the promotions of several executives to top positions
at AMI's Weider Publications Active Lifestyle and Enthusiast
Groups of Magazines.

AMI acquired Weider Publications and its related properties last
November.

Carolyn Bekkedahl was promoted to Executive Vice President of
AMI and Publishing Director of the Weider Active Lifestyle Group
and Barbara S. Harris was promoted to Executive Vice President
of AMI and Editorial Director of the Weider Active Lifestyle
Group.  Ms. Harris has appointed Anne M. Russell to replace her
as Editor In Chief of Shape Magazine.

The titles in the Weider Active Lifestyle Group are Shape, Fit
Pregnancy and Natural Health, and represent the leading
publications in the women's active lifestyle, pre & postnatal
fitness and self-care categories. These titles have a readership
in excess of 9 million, with Shape the market leader in both
circulation and advertising.

The promotions are effective immediately. Ms. Bekkedahl and Ms.
Harris will report directly to Mr. Pecker, with Ms. Russell
reporting to Ms. Harris.

"Barbara and Carolyn have played key roles at the Weider Active
Lifestyle Group," Mr. Pecker said. "There are few editors in
America that command the respect Barbara Harris does and few
publishers that can claim the sales success that Carolyn has
had. I know they will both continue to make significant
contributions to realizing our future goals as we move forward."

Ms. Harris has been SHAPE Magazine's Editor in Chief for the
past 15 years. During her leadership, SHAPE has won over 60
editorial awards and has launched successful magazine spin-offs
including Fit Pregnancy. She is a winner of the Healthy American
Fitness Leader award and has served as adviser to the California
Governor's Council on Physical Fitness and Sports.

On her new role, Ms. Harris said, "I look forward to continuing
my involvement with Shape and my working relationship with Anne
as we maintain our leadership position in the women's active
lifestyle category. With a change in direction, Natural Health
will shake up the general lifestyle and women's health market
and we also have plans to strengthen the unique position of Fit
Pregnancy as well."

Ms. Bekkedahl joined Weider Publications in 1999. She was named
a Senior Vice President of Weider and Publishing Director of the
Active Lifestyle Group in 2000.  Ms. Bekkedahl had a 10-year
career in sales and publishing at Hachette Filipacchi Magazines
before joining Weider. "The active lifestyle market is booming,
"commented Ms. Bekkedahl. "Shape, Fit Pregnancy and Natural
Health are well-established leaders in their fields. And with
AMI behind us, we have so many more resources available that the
potential for growth is limitless."

Ms. Russell has served as Editorial Director of Shape under Ms.
Harris since April 2001. Prior to that, she was Editorial
Director of Fox TV's Health Network and has also been Editor In
Chief of Folio, Living Fit and Vegetarian Times. As to her plans
for Shape, Ms. Russell said she "hoped to build on the
tremendous success Shape has realized to date."

Mr. Pecker also announced the promotion of Thomas C. Deters to
Executive Vice President of AMI and Publishing Director of the
Weider Publications Enthusiast Group. At the same time, Mr.
Pecker said that Senior Vice President & Enthusiast Group
Editorial Director Vincent Scalisi has renewed his contract.

AMI's Weider Enthusiast Group consists of Muscle & Fitness,
Flex, Muscle & Fitness Hers and Men's Fitness. Total readership
is more than 15 million. The promotion is effective immediately
and Mr. Deters will report directly to Mr. Pecker.  Mr. Scalisi
will continue to report to Mr. Deters.

"Tom has done an unbelievable job in expanding the reach of
these titles to a new generation of fitness enthusiasts,"
commented Mr. Pecker, " while broadening their appeal to new
categories of advertisers. And Vince has been with him every
step of the way."

Mr. Deters has been with Weider for over 14 years, most recently
serving as the Group Publisher of the Enthusiast Group as well
as Editor In Chief of Muscle & Fitness. Mr. Deters holds a
degree in sociology and is also a Doctor of Chiropractic. He is
one of the sought after speakers in the world on fitness and
nutrition, has been a competitive bodybuilder and consults with
the Navy SEALS.

Regarding his new role, Mr. Deters said "David Pecker and his
team have provided a huge opportunity for our titles to grow and
reach a larger audience of advertisers and readers. The Weider
brands are strong, primed and ready to move forward in a big
way."

Mr. Scalisi joined Weider as the Editor of Muscle & Fitness in
1986. Prior to that, he served as Brand Manager of Weider
Nutrition Inc.'s line of sports nutrition products, and earlier
served as Advertising Director for high-tech entertainment
company Iwerks Entertainment.

American Media, Inc., is one of the largest media companies in
the U.S. The company publishes six of the 14 best selling weekly
magazines, including the #2 and #4 titles, the National Enquirer
and Star. The company also publishes the best selling country
music magazines, Country Weekly and Country Music, a Latino
entertainment magazine, Mira!, a mass market automotive
magazine, AMI's Auto World, more than 200 Mini-Mags and Digests,
and recently launched its own book division. Besides print
properties, American Media owns Distribution Services, Inc., the
country's #1 in-store magazine merchandising company.

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 pending 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.

"Standard & Poor's expects that the transaction, while largely
debt-financed, will not materially alter credit measures over
the near term due to potential operating synergies and cost-
saving opportunities through the leveraging of American Media's
existing infrastructure," said Standard & Poor's credit analyst
Hal Diamond.


ANNTAYLOR STORES: Total Net Sales Slide-Down 3.7% in January
------------------------------------------------------------
AnnTaylor Stores Corporation (NYSE: ANN) announced that total
net sales for the four week period ended February 1, 2003
decreased 3.7 percent to $81,903,000, from total net sales of
$85,037,000 for the four week period ended February 2, 2002.

Comparable store sales for the fiscal 2002 January period
decreased 10.3 percent, compared to a comparable store sales
increase of 14.6 percent for the same four-week period last
year.  By division, comparable store sales were down 9.6 percent
for Ann Taylor compared to a 16.2 percent increase last year,
and down 12.2 percent for Ann Taylor Loft compared to an 11.8
percent increase last year.

For the fiscal quarter ended February 1, 2003, the Company's net
sales totaled $352,213,000, down 5.2 percent from $371,386,000
in the fourth quarter of fiscal 2001.  Comparable store sales
for the fourth quarter of fiscal 2002 decreased 12.3 percent,
compared to a comparable store sales increase of 2.1 percent in
the fourth quarter of fiscal 2001.  By division, comparable
store sales were down 14.6 percent for Ann Taylor compared to
flat last year and down 7.1 percent for Ann Taylor Loft compared
to an 8.1 percent increase last year.

Ann Taylor Chairman J. Patrick Spainhour said, "We expect to
report strong earnings performance with fourth quarter earnings
per share on a diluted basis between $0.34 - $0.35 and full year
earnings per share on a diluted basis between $1.71 - $1.72.  
Our ability to deliver these results despite a continuing soft
retail environment reflects excellent controls on operations and
costs, inventory management, and our success selling more
product at or near full price."

Mr. Spainhour continued, "Sales were affected by lower levels of
traffic stemming from economic uncertainty for the entire month
of January and extreme cold temperatures throughout the eastern
and central regions of the country during the last two weeks of
the month.  Additionally, at Loft, we did not anniversary our
end of season 50 percent off already reduced prices promotion
in January.  In spite of the difficult sales climate, we
continued to experience gross margin improvement in January,
with an approximate 600 basis point improvement over last year.  
In addition, we had a favorable gross margin pick-up at both
divisions due to the results of our year-end physical
inventory."

"While sales throughout the year were adversely affected by the
sluggish economic environment and other factors, our ability to
maximize the profitability of those sales on our bottom line
contributed to our record 2002 earnings."

"We expect to follow a similar formula in the coming year.  At
present, we believe that the consumer will take a very cautious
approach to apparel purchases.  Thus, we will concentrate on
providing the customer with 'must have' fashion and seek to sell
that merchandise at full price.  We will continue to manage our
expenses and our inventories carefully, and, as a result, hope
to deliver another year of record results."

Inventory levels at the end of January were down approximately 9
percent on a per square foot basis compared to last year.  This
follows an approximate 15 percent decrease in inventory levels
on a per square foot basis at the end of fiscal December.  Both
comparisons exclude inventory attributable to Ann Taylor Global
Sourcing.  For fiscal year 2003 the Company expects inventory
levels to be down in the mid-single digit negative range
compared to last year.

For the 2003 Spring season, the Company currently expects to
achieve comparable store sales flat to last year, with first
quarter comparable store sales projected to be in the low single
digit negative to flat range and the second quarter comparable
store sales projected to be in the low single digit positive
range.  For Fall 2003, the Company is projecting comparable
store sales in the low single digit positive range.

In 2003, the Company projects a modest improvement in gross
margin and a slight decrease in selling, general and
administrative expenses as a percentage of sales for the full
year.  For the first quarter the Company expects continued
improvement in gross margin and an increase in selling, general
and administrative expenses as a percentage of sales.

The Company plans to open approximately 75 - 80 stores during
fiscal 2003, comprised of approximately 10 - 15 Ann Taylor
stores and approximately 60 - 65 Ann Taylor Loft stores.  Total
Company square footage increase for the fiscal 2003 year is
projected to be approximately 12 percent.  This represents an
approximate 4 percent divisional square footage increase for Ann
Taylor, and an approximate 28 percent divisional square footage
increase for Ann Taylor Loft.  In the first quarter of fiscal
2003, the Company plans to open 1 new Ann Taylor store and 12
new Ann Taylor Loft stores.  During the second quarter of 2003,
the Company plans to open 1 new Ann Taylor store and 7 new Ann
Taylor Loft stores.  Capital expenditures for 2003 are planned
at $85 million, which includes costs for new store build outs,
existing store renovations and warehouse and information system
initiatives.

Based on the above financial assumptions and planned store
growth, the Company projects earnings per share on a diluted
basis for the 2003 fiscal year to be between $1.90 and $2.00.  
The Company projects earnings per share on a diluted basis for
the first and second quarters in the range of $0.45 - $0.47 and
$0.44 - $0.46, respectively and in the range of $1.01 - $1.07
for the fall season.

During the month of January, the Company opened 1 Ann Taylor
Loft store and closed 1 Ann Taylor store and 1 Ann Taylor
Factory store.  The total store count at the end of fiscal year
2002 was 584, comprised of 350 Ann Taylor stores, 207 Ann Taylor
Loft stores and 27 Ann Taylor Factory stores.  Total store
square footage increased 8.1 percent over the same period last
year.

For the fiscal year 2002 ended February 1, 2003, the Company's
net sales totaled $1,380,966,000, up 6.3 percent from
$1,299,573,000 in fiscal 2001. Comparable store sales for fiscal
2002 decreased 3.9 percent from the same period last year.  
Comparable sales by division were down 5.3 percent for Ann
Taylor, and down 1.0 percent for Ann Taylor Loft.

Ann Taylor is one of the country's leading women's specialty
retailers, operating 584 stores in 42 states, the District of
Columbia and Puerto Rico, and also an Online Store at
http://www.anntaylor.com

AnnTaylor Stores' 0.550% bonds due 2019 are currently trading at
about 62 cents-on-the-dollar.


APPLIED DIGITAL SOLUTIONS: Prepares Prospectus for 50MM Shares
--------------------------------------------------------------
Applied Digital Solutions, Inc., is distributing a prospectus
under which it may offer up to 50,000,000 shares of its common
stock, par value $.001 per share, utilizing a self-underwritten,
best efforts offering of its shares, through the efforts of its
officers and directors. This means it is offering its shares of
common stock directly to qualified investors. In the event that
the Company retains a broker dealer to assist in the offer and
sale of the shares, the Company will file a post-effective
amendment to its registration statement. Applied Digital
reserves the right to offer warrants exercisable for shares of
its common stock to potential purchasers and will provide a
prospectus supplement or amendment, if necessary, to add, update
or change the information contained in the current prospectus.
The Company is offering the shares in one or more transactions
at an estimated offering price of $0.50 per share. There is no
minimum offering of shares that must be sold.

The Company's shares are included in the Nasdaq SmallCap Market
under the symbol "ADSX." On February 3, 2003, the last reported
sale price of the common stock was $0.38 per share.

Applied Digital Solutions, whose September 30, 2002 balance
sheet shows a working capital deficit of about $90 million, is
an advanced digital technologydevelopment company that focuses
on a range of early warning alert, miniaturized power sources
and security monitoring systems combined with the comprehensive
data management services required to support them. Through its
Advanced Wireless unit, the Company specializes in security-
related data collection, value-added data intelligence and
complex data delivery systems for a wide variety of end users
including commercial operations, government agencies and
consumers.


ASARCO INC: Fitch Cuts Debt Ratings to DDD over Missed Payment
--------------------------------------------------------------
Fitch Ratings has downgraded the ratings of Asarco Inc.'s notes
due in 2003 to 'DDD' from 'C'. This rating action is a result of
the company's failure to make a $100 million principal payment
due on February 3, 2003 for the 2003 notes.

Asarco has recently reached an agreement with the United States
Justice Department that eliminates litigation between the two
parties over the proposed sale of Asarco's stake in Southern
Peru Copper Corporation to Americas Mining Corporation. Once the
sale of SPCC is completed, Fitch expects the holders of Asarco's
2003 notes to be paid in full.


ATSI COMMS: Two Operating Units File for Chapter 11 Protection
--------------------------------------------------------------
ATSI Communications, Inc., (AMEX:AI) said that in addition to
its previously announced planned merger with CCC GlobalCom, its
two Texas operating subsidiaries ATSI Communications, Inc., (a
Texas corporation) and Telespan, Inc. (a Texas corporation), had
filed for reorganization under Chapter 11 bankruptcy protection.

Raymond Romero, ATSI's Interim Chief Executive Officer and
General Counsel said, "The Chapter 11 filing does not affect
ATSI Communications, Inc., the Delaware incorporated holding
company, its current operations or any of its other operating
subsidiaries."

ATSI Communications, Inc., is an emerging international carrier
serving the rapidly expanding niche markets in and between Latin
America and the United States, primarily Mexico. The Company's
borderless strategy includes the deployment of a "next
generation" network for more efficient and cost effective
service offerings of domestic and international voice, data and
Internet. ATSI has clear advantages over the competition through
its corporate framework consisting of unique licenses,
interconnection and service agreements, network footprint, and
extensive retail distribution.

ATSI Communications' April 30, 2002 balance sheet shows a
working capital deficit of about $9 million, and a total
shareholders' equity deficit of about $818,000, which is down
from $6.2 million at July 31, 2001.


ATSI COMMS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: ATSI Communications, Inc
        6000 Northwest Parkway, #110
        San Antonio, TX 78249
        fka American Telesource International, Inc.

Bankruptcy Case No.: 03-50753

Type of Business: Telecommunications

Chapter 11 Petition Date: February 4, 2003

Court: Western District of Texas (San Antonio)

Judge: Leif M. Clark

Debtor's Counsel: Martin Warren Seidler, Esq.
                  Law Offices Of Martin Seidler
                  11107 Wurzbach Road, #504
                  San Antonio, TX 78230
                  Tel: (210) 694-0300

Estimated Assets: $10 to $50 Million

Estimated Debts: $1 to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
IBM Corporation             Mexico equipment        $3,000,000
P.O. Box 841953
Dallas, TX 75284-1593

Nortel Networks             security interest       $1,250,000
2375 N. Glenville Dr., #B                        Value: $1,000
Richardson, TX 75082

GE Capital                  security agreement        $851,000
P.O. Box 676013                                Value: $125,000
Dallas, TX 75267-6013

Universal Service Admin.    goods and services        $549,794
Co.                        purchased on credit
P.O. Box 371719
Pittsburgh, PA 15251-7719

IBM Corporation             AS400 & PC's              $500,457
P.O. Box 841953
Dallas, TX 75284-1593

Tax Assessor/Collector      taxes                     $300,000
Attn: David Childs
P.O. Box 62008
Dallas, TX 75262-0088

Tax Assessor/Collector      taxes                     $260,000
Attn: David Childs
P.O. Box 62008
Dallas, TX 75262-0088

Qwest Wholesale             goods and services        $222,059
                            purchased on credit

Sylvia S. Romo, CPA         Taxes                     $200,000

C.E.S. International        goods and services         $90,000
                            purchased on credit

ACLT                        San Antonio landlord       $90,000

Sweeny, Thomas III          rent                       $69,501

COX & SMITH, INC.           legal services             $55,268

Ping Wen Wang               back rent                  $39,000

Time Warner Telecom         goods and services         $38,894
                            purchased on credit

Tax Assessor Collector      Taxes                      $26,778

Worldcom                    goods and services         $20,136
                            purchased on credit

CEA, LLC                    goods and services         $20,000
                            purchased on credit

Worldcom Technologies, Inc. goods and services         $19,577
                            purchased on credit

WorldCom                    goods and services         $16,822
                            purchased on credit


ATSI COMMS: Board Approves Planned Merger with CCC GlobalCom
------------------------------------------------------------
ATSI Communications, Inc., (AMEX:AI) announced that its Board of
Directors has approved a strategic merger with CCC GlobalCom of
Houston, TX (OTCBB:CCGC).

John R. Fleming, ATSI's Interim Chairman of the Board remarked,
"A combination with CCC GlobalCom provides significant synergy
for the merged entity. Both companies focus on the Hispanic
market. CCC GlobalCom, through its wholly owned subsidiary,
Ciera Network Systems, has a strong customer Latino base of
individuals and small businesses in the United States. It's a
perfect fit for ATSI's infrastructure and operations in Mexico.
The merger will create an international telecommunications
company with a leadership position in serving the paired-market
between the U.S. and Mexico at a time when Mexico has surpassed
Canada and become the most frequently dialed country in the
world by Americans."

Under the terms of the preliminary Letter of Intent, CCC
GlobalCom and ATSI would sign a Joint Management Services
Agreement to operate ATSI's wholesale network. As part of its
commitment, CCGC would provide interim financing while the
merger is in process and provide letters of credit for ATSI to
restart its recently idled wholesale customer network. ATSI's
network will provide a lower cost of long distance transport for
Ciera's existing customer base. The combined entity will be
listed as ATSI Communications, Inc. and expects to continue to
be traded on the American Stock Exchange under the symbol of AI.
The merger would likely result in a change of control thereby
triggering an additional listing standard under Section 341 and
subjecting the combined entity to American Stock Exchange's
original listing standards. The transaction is subject to
shareholder approval.

In addition, ATSI announced, Stephen M. Wagner, President, Chief
Executive Officer and Director had resigned to pursue other
business opportunities. John R. Fleming, Interim Chairman of the
Board stated, "Steve has done a great job working on this merger
and other strategic moves for ATSI. We wish him well." In
addition, Darrel Kirkland and Carlos Kauachi have resigned from
ATSI's Board of Directors.

The Board of Directors has appointed Raymond G. Romero to serve
as Interim Chief Executive Officer effective immediately.

CCC GlobalCom Corporation is an Integrated Communications
Provider headquartered in Houston, TX. The Company offers a full
range of communications services to commercial and residential
customers while providing a single point of contact through
bundled billing services. CCC GlobalCom Corporation provides
local, long distance, high-speed data, Internet, paging and
other enhanced communications services in the United States. In
addition, CCC GlobalCom Corporation has franchise operations in
Colombia, South America. CCC GlobalCom Corporation actively
seeks opportunities to acquire existing telecommunication
service providers, customer bases and major telecommunication
switching equipment to be deployed in its target markets.

ATSI Communications, Inc., is an emerging international carrier
serving the rapidly expanding niche markets in and between Latin
America and the United States, primarily Mexico. The Company's
borderless strategy includes the deployment of a "next
generation" network for more efficient and cost effective
service offerings of domestic and international voice, data and
Internet. ATSI has clear advantages over the competition through
its corporate framework consisting of unique licenses,
interconnection and service agreements, network footprint, and
extensive retail distribution.

ATSI Communications' April 30, 2002 balance sheet shows a
working capital deficit of about $9 million, and a total
shareholders' equity deficit of about $818,000, which is down
from $6.2 million at July 31, 2001.


BCE INC: Regains Full Ownership of Sympatico.ca Portal
------------------------------------------------------
BCE Inc., regained full ownership of the Sympatico.ca portal
which will be transferred from Bell Globemedia into Bell Canada.
As a result of this and other transactions announced today, BCE
will reduce its ownership level in Bell Globemedia from 70 per
cent to 68.5 per cent.

"The Sympatico.ca portal is a key component of Bell Canada's
Internet offering," said Michael Sabia, CEO of BCE Inc. and Bell
Canada. "As the role of a portal evolves from one of providing
search functions to one of providing integrated, easy-to-use
communication tools it is critical that continued development
and ongoing management of the Sympatico.ca portal be more
closely tied to our Sympatico access services."

Bell's high-speed Internet service now has more than 1.1 million
customers while the Sympatico.ca portal is currently the most
popular Canadian Web destination for Canadians, welcoming some 6
million unique users per month.

"The combination of Canada's leading portal with the Internet
access services provided by Bell is an important differentiator
in our strategy to successfully compete in the highly
competitive race for broadband services to the home. The portal
and access services together can more simply provide customers
with the applications they want and the customer support they
need from a single trusted source," said Mr. Sabia.

Bell Globemedia will continue to provide content services to the
Sympatico site under commercial agreements.

BCE and Woodbridge will each invest a total of $50 million in
new common equity of Bell Globemedia in order to provide a
stable financial base from which it can operate autonomously.
Half of this equity, $25 million each, will be from the
conversion of shareholder advances made in 2002. The remaining
$25 million of equity per shareholder will be in the form of
cash contributions.

As a result of the transfer of the portal into Bell Canada and
the additional equity invested by the two shareholders, BCE's
ownership will be reduced to 68.5 per cent.

Mr. Sabia concluded, "With the changes announced today, Bell
Globemedia's focus is clearly on its two primary businesses,
print and broadcast, and on driving performance and improving
profitability in these operations."

BCE is Canada's largest communications company. It has 25
million customer connections through the wireline, wireless,
data/Internet and satellite services it provides, largely under
the Bell brand. BCE's media interests are held by Bell
Globemedia, which features some of the strongest brands in the
industry - CTV, Canada's leading private broadcaster, and The
Globe and Mail, the leading Canadian daily national newspaper.
As well, BCE has extensive e-commerce capabilities provided
under the BCE Emergis brand. BCE shares are listed in Canada,
the United States and Europe.

As of September 30, 2002, BCE reported a working capital deficit
of about $247 million.


B/E AEROSPACE: Moody's Junks Three Senior Subordinated Notes
------------------------------------------------------------
Moody's Investors Service lowered its ratings for B/E Aerospace,
Inc.:

          Rating Actions                       To        From  

* $250 million 8.875% senior subordinated     Caa2         B3
  notes, due 2011

* $250 million 8% senior subordinated         Caa2         B3
  notes, due 2008  

* $200 million 9.5% senior subordinated       Caa2         B3
  notes, due 2008  

* Senior implied rating                        B2          B1

* Issuer rating                                B3          B2

Outlook is stable.

The ratings downgrade mirrors B/E's ongoing poor financial
performance, deteriorating debt protection measures, and present
corporate restructuring, plus the constant challenges faced by
the airline industry.

The stable outlook reflects the company's recently amended
senior secured credit facilities and the likelihood of increased
profitability after the restructuring.

B/E Aerospace, Inc., based in Wellington, Florida, is the
world's largest manufacturer of commercial and general aviation
cabin interior products and a major independent distributor of
aerospace fasteners.


BETHLEHEM STEEL: Board Approves Asset Sale to Int'l Steel Group
---------------------------------------------------------------
The board of directors of Bethlehem Steel Corporation voted this
afternoon to sell substantially all of the company's assets to
the International Steel Group, which has headquarters in
Cleveland, Ohio.

"Following the board's affirmative vote this afternoon,
Bethlehem will move quickly to finalize the asset purchase
agreement with ISG to complete this sale early in the second
quarter of this year," said Robert S. Miller, Bethlehem's
chairman and chief executive officer. "This sale will provide a
new beginning for our employees and our operations, which will
continue without interruption during the change of ownership.
ISG highly values Bethlehem's assets, which is good news for our
employees, customers, suppliers and communities.

"The domestic steel industry is changing rapidly as several
transactions are underway to consolidate the nation's firms and
make them more internationally competitive. The sale of
Bethlehem to ISG will create North America's largest steel
company and will help our operations remain a vibrant part of a
reinvigorated steel industry.

"With this change of ownership also comes some sadness.
Bethlehem can no longer pay the health care and life insurance
benefits for its retirees. Regrettably, expectations of life-
long benefits were made during an era when health care costs
were lower and the company's financial condition was stronger.
Bethlehem continued to honor that commitment for the past 16
months after the corporation filed for Chapter 11 bankruptcy
court protection. Since then, Bethlehem paid retiree health
bills of more than $300 million -- benefits that many companies
shed immediately after declaring bankruptcy. In either
reorganization scenario of a stand-alone company or a sale,
Bethlehem's retired population would lose their health care and
life insurance benefits. As we are concluding our bankruptcy
process, it is the appropriate time to terminate these
benefits," Mr. Miller concluded.

Bethlehem Steel Corp.'s 10.375% bonds due 2003 (BS03USR1) are
trading at about 3 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=BS03USR1for  
real-time bond pricing.


BETHLEHEM STEEL: Intends to Terminate Retiree Insurance Benefits
----------------------------------------------------------------
Through the Section 1114 process of the Bankruptcy Code,
Bethlehem Steel Corporation is seeking to eliminate health and
life insurance benefits for substantially all of its retired
workforce and their eligible dependents.

By letter, dated February 6, 2003, Bethlehem made a proposal to
the Section 1114 Committees to terminate such benefits on
March 31, 2003.

Bethlehem is seeking the termination of such benefits for about
95,000 persons "because we cannot pay the obligations for
retiree health and life insurance now or in the future. Due to
our financial situation and our impending sale of substantially
all of our assets to International Steel Group, we must seek the
court's approval to terminate these benefits. We find this
decision extremely difficult, but unavoidable, and sincerely
regret that circumstances have led us to this decision," said
Robert S. Miller, chairman and chief executive officer.

While Bethlehem Steel is seeking to eliminate retiree welfare
benefits through the bankruptcy process, it is also working with
the Section 1114 Committee to arrange for access to affordable
health and life insurance coverage for its retirees. If such
coverage can be arranged, it will be available to current and
future retirees who have eligibility for coverage based on their
company service.

Currently, Bethlehem Steel is speaking with several health care
vendors to solicit proposals for voluntary, 100-percent
contributory insurance programs for our eligible retired
populations. After the current coverages are terminated,
Bethlehem "hopes to provide access to affordable medical and
life insurance to eligible persons. Although Bethlehem will not
be contributing any monies to such new coverages, we believe the
size of our retiree population will help us find affordable
rates for those persons interested in purchasing those plans,"
Mr. Miller said.

Bethlehem Steel's executive management and financial advisers
agreed on February 4 to recommend the sale of substantially all
of Bethlehem's assets, both ongoing and surplus, to
International Steel Group, Cleveland, Ohio. Bethlehem's board
will consider that sale in a vote on February 8. If approved,
Bethlehem and ISG will then complete an asset purchase
agreement, which is expected to be submitted to Bethlehem's
bankruptcy judge in about one to two weeks.

As part of the agreement to sell Bethlehem's assets to ISG,
neither party will assume retiree health or life insurance
obligations, which averaged more than $19 million each month in
2002. Although most Bethlehem retirees pay a portion of the cost
of their post-retirement health care benefits, the vast majority
of the costs associated with the benefits are borne by
Bethlehem. The corporation's aggregate actuarial obligations for
all future retiree welfare benefits for its current retirees and
eligible dependents is about $3 billion.


BETHLEHEM STEEL: USWA Condemns Retiree Benefit Termination
----------------------------------------------------------
The United Steelworkers of America strongly condemned Bethlehem
Steel's planned termination the health and life insurance
benefits of some 95,000 workers as a "morally callous act."

"For a bankrupt company that is doling out millions in golden
parachutes to top executives to say that it must cut off the
health care benefits of people who worked a lifetime in the
mills is a disgrace," said USWA International President Leo W.
Gerard.

Gerard said the Union has fought for years to win protection of
these benefits through federal legislation, but has been
resisted by the Bush Administration and its allies in Congress.

"That fight will be re-doubled now," he said, "as will our
efforts to negotiate a Benefit Trust for these Bethlehem
retirees in the new labor agreement being bargained with the
International Steel Group.

The USWA has -- for the first time in history -- negotiated a
Benefit Trust with ISG for the retirees of LTV and Acme Steel,
whose assets were purchased by ISG. The Benefit Trust will be
used to restore a measure of the health care benefits lost by
those retirees.

The Union anticipates securing a similar Benefit Trust with ISG
for the retirees of Bethlehem Steel.

In announcing its final offer to purchase Bethlehem Steel
earlier this week, ISG Chairman Wilbur H. Ross said he believed
his company has a "moral obligation" to provide a measure of
relief to retirees who have been "stranded," adding that the
federal government has an obligation to address these needs.

Gerard said that the USWA "will negotiate with ISG to address
the moral obligation that Bethlehem's executives have so
callously abandoned.

"We'll also be calling upon the executives of the American steel
industry to join us in our call for the federal government to
implement universal health care coverage, so that no workers
will ever again be victimized like this through no fault of
their own.

"The health of workers -- retired or otherwise -- should never
have to depend on the health of the companies they work for."


BROADWING INC: Tinkers with Certain Executive Employment Pacts
--------------------------------------------------------------
On February 3, 2003 Broadwing Inc., entered into amended
employment agreements with its Chief Executive Officer, Kevin W.
Mooney, its Chief Financial Officer, Thomas L. Schilling, its
Chief Human Resources Officer, General Counsel and Corporate
Secretary, Jeffrey C. Smith and its Senior Vice President of
Corporate Development, Michael W. Callaghan. The contract
amendments provide incentives for the employees to sell the
broadband business of Broadwing Communications Inc., and to
amend the Company's credit facility, as well as provide for
their retention through the period of the Company's
restructuring.

To provide a clear focus on the restructuring efforts and an
equal attention to ongoing operations, with Mr. Mooney's
consent, the Chief Operating Officer of Broadwing Inc., Jack
Cassidy, will report directly to the Board of Directors
effective February 3, 2003.

Broadwing Inc., (NYSE:BRW) is an integrated communications
company comprised of Broadwing Communications and Cincinnati
Bell. Broadwing Communications is an industry leader as the
world's first intelligent, all-optical, switched network
provider and offers businesses nationwide a competitive
advantage by providing data, voice and Internet solutions that
are flexible, reliable and innovative on its 18,500-mile optical
network and its award-winning IP backbone. Cincinnati Bell is
one of the nation's most respected and best performing local
exchange and wireless providers with a legacy of unparalleled
customer service excellence. For the second year in a row,
Cincinnati Bell was ranked number one in customer satisfaction
by J.D. Power and Associates for local residential telephone
service and residential long distance among mainstream users. It
also received the number one ranking in wireless customer
satisfaction in its Cincinnati market. Cincinnati Bell provides
a wide range of telecommunications products and services to
residential and business customers in Ohio, Kentucky and
Indiana.

Broadwing Inc., is headquartered in Cincinnati, Ohio. For more
information, visit http://www.broadwing.com   

                         *    *    *

As reported in Troubled Company Reporter's December 10, 2002
edition, Standard & Poor's lowered its corporate credit and bank
loan ratings of integrated telecommunications services provider
Broadwing Inc., to 'B-' from 'BB'. The downgrade reflects a
potential liquidity shortfall starting in the second half of
2003 and the increased risk of bank covenant violation if the
company's long-haul data subsidiary, Broadwing Communications
Inc., continues to perform below expectations in the absence of
an amendment to Broadwing's bank credit agreement.

The ratings on Broadwing and its subsidiaries remain on
CreditWatch with negative implications. At the end of September
2002, the Cincinnati, Ohio-based company's total debt was about
$2.5 billion.


BUDGET GROUP: Wants Plan Filing Exclusivity Extended to June 2
--------------------------------------------------------------
Budget Group Inc., and its debtor-affiliates ask the Court to
extend the period under Section 1121(d) of the Bankruptcy Code
during which they have the exclusive right to file a Chapter 11
plan or plans of reorganization to June 2, 2003, and to solicit
acceptances of that plan to July 30, 2003.

Joseph A. Malfitano, Esq., at Young Conaway Stargatt & Taylor
LLP, in Wilmington, Delaware, relates that the Debtors have been
in Chapter 11 for over 180 days.  During that 180-day period,
the Debtors have:

  -- negotiated and received approval for three highly complex
     postpetition financing facilities providing for
     $2,000,000,000 of financing;

  -- negotiated and consummated the North American Sale,
     including the assumption and assignment of more than 7,000
     contracts;

  -- negotiated and received approval for a complicated and
     critical settlement with their surety bond provider;

  -- stabilized their business in Europe, the Middle East and
     Africa and explored value maximizing alternatives for these
     businesses;

  -- managed critical vendor relationships with airports and
     other critical vendors; and

  -- performed all the tasks required by the Chapter 11 process
     including noticing and reporting.

Specifically, in the period since the First Exclusivity Order,
the Debtors have:

  -- negotiated and obtained partial approval of a sale of
     substantially all of the Debtors' remaining assets relating
     to its operations in Europe, the Middle East and Africa;

  -- negotiated and obtained interim approval for a debtor-in-
     possession financing facility in connection the proposed
     sale of the EMEA Operations; and

  -- coordinated and managed the various post-closing issues
     related to the North American Sale, including overseeing
     the transition of the Debtors' going forward business into
     the new purchasing entity.

The Debtors are currently in the process of marketing the
remaining EMEA Operations to potential purchasers to ensure that
they receive the highest and best offer for the Purchased
Assets.

Since closing of the North American Sale on November 22, 2002,
Mr. Malfitano relates that the Debtors have been involved with
resolving various issues arising in connection with the transfer
of substantially all of the Debtors' assets to Cherokee.
Specifically, the Debtors have prepared and filed motions
seeking either the assumption and assignment or rejection of
various executory contracts and unexpired leases not identified
in the Asset and Stock Purchase Agreement.  In addition, the
Debtors continue to manage and resolve the myriad corporate and
bankruptcy issues that have accompanied the going concern sale
of the Debtors' multi-billion dollar operations to Cherokee on
an expedited basis.  These post-closing issues included:

  -- negotiating and executing various agreements and associated
     documentation relating to the transition of the Debtors'
     ongoing business, management and personnel into a new
     entity;

  -- satisfying the various state and federal regulatory
     requirements relating to a change of control in the
     Debtors' operations;

  -- addressing matters not originally contemplated by the ASPA,
     including assumption of certain liabilities and payment of
     certain obligations asserted against the Debtors' estates;
     and

  -- working to resolve the remaining objections asserted by
     parties to those contracts the Debtors assumed and assigned
     pursuant to the ASPA.

Mr. Malfitano tells the Court that the Debtors can now devote
all of their efforts towards consummating the EMEA Sale,
analyzing the remaining claims, asset and allocation issues
involving the Debtors' estates, and proposing a plan of
reorganization that will permit prompt distributions to
creditors.

Mr. Malfitano assures the Court that the requested extension
will not prejudice the legitimate interests of any creditor as
the Debtors continue to make timely payment on all of their
postpetition obligations.

A hearing on the Debtors' request is scheduled on February 18,
2003.  By application of the Local Bankruptcy Rules in Delaware,
the exclusive filing period is automatically extended through
the conclusion of that hearing. (Budget Group Bankruptcy News,
Issue No. 15; Bankruptcy Creditors' Service, Inc., 609/392-0900)    


CANNONDALE CORP: Nasdaq Knocking-Off Shares Effective Today
-----------------------------------------------------------
Cannondale Corporation (Nasdaq: BIKE) has been notified by
Nasdaq that, in accordance with Nasdaq's Marketplace Rules 4300
and 4450(f), the Company's common stock will be delisted from
the Nasdaq National Market effective as of the opening of
business on February 11, 2003. The Nasdaq staff's determination
to delist the Company's common stock was based on concerns
relating to Cannondale's bankruptcy proceedings.

Cannondale expects its common stock to trade on the Pink Sheets.


CANNONDALE CORP: Creditors' Meeting Scheduled for March 3, 2003
---------------------------------------------------------------
The United States Trustee for Region 2 will convene a meeting of
Cannondale Corp.'s creditors on March 3, 2003 at 1:00 a.m., at
the Office of the U.S. Trustee in 265 Church Street, Suite 1103,
in New Haven, Connecticut.  This is the first meeting of
creditors required under 11 U.S.C. Sec. 341(a) in all bankruptcy
cases.

All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

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.


CHARMING SHOPPES: Comparable Store Sales Down by 1% in January
--------------------------------------------------------------
Charming Shoppes, Inc., (Nasdaq: CHRS), the retail apparel chain
specializing in women's plus-size apparel, reported that total
sales for the four weeks ended February 1, 2003 decreased 6% to
$125,300,000 from $133,700,000 for the four weeks ended
February 2, 2002.  Comparable store sales for Charming Shoppes,
Inc., decreased 1% for the four weeks ended February 1, 2003.

During the fifty-two weeks ended February 1, 2003, the Company
opened 60, relocated 33, converted 41 and closed 253 stores.

Sales for the fifty-two weeks ended February 1, 2003 increased
20% percent to $2,382,500,000 from $1,978,500,000 for the
comparable period ended February 2, 2002.  The current period's
total sales include sales from Lane Bryant, which was acquired
August 16, 2001.  Comparable store sales for Charming Shoppes,
Inc. decreased 2% for the fifty-two weeks ended February 1,
2003.

Charming Shoppes, Inc., whose $130 million Senior Unsecured
Notes are currently rated by Standard & Poor's at 'BB-',
operates 2,248 stores in 48 states under the names LANE
BRYANT(R), FASHION BUG(R), FASHION BUG PLUS(R), CATHERINE'S PLUS
SIZES(R), MONSOON and ACCESSORIZE. Monsoon and Accessorize are
registered trademarks of Monsoon Accessorize Ltd.  Please visit
http://www.charmingshoppes.comfor additional information about
Charming Shoppes, Inc.


CITGO PETROLEUM: Fitch Hatchets Ratings over Liquidity Concerns
---------------------------------------------------------------
Fitch Ratings lowered the senior unsecured debt rating of CITGO
Petroleum Corporation to 'B+' from 'BB-'.  Fitch Ratings also
assigned the senior unsecured debt rating of 'B+' to the
proposed $550 million bond offering by CITGO.  Fitch rates the
senior notes of PDV America, Inc. 'B-'.  CITGO is owned by PDV
America, an indirect, wholly owned subsidiary of Petroleos de
Venezuela S.A., the state-owned oil company of Venezuela. The
debt of CITGO and PDV America remains on Rating Watch Negative.

The downgrade reflects Fitch's concerns with the potential use
of proceeds from the proposed bond offering to help pay the
maturity of PDV America's $500 million of senior notes in August
2003. The rating action also reflects the continued tight
liquidity position of CITGO and potential for further dividend
payments to PDV America and ultimately PDVSA.

Under the proposed bond offering, CITGO can upstream dividends
to PDV America towards the August maturity subject to a post-
dividend liquidity of $350 million. The indentures of the
proposed offering will include a limit on future dividend
payments of 50% of the Consolidated Net Income accrued during
the period (treated as one accounting period) beginning Jan. 1,
2003.

The financial flexibility of both CITGO and PDV America has been
weakened by the oil sector strike in Venezuela, which has
severely disrupted the country's hydrocarbon exports. As a
result of the labor action, CITGO has been forced to find
alternate sources for some of the crude supplied by PDVSA. CITGO
typically purchases approximately 50% of its crude needs from
PDVSA under long-term contracts. CITGO has been successful
acquiring alternate crudes and other feedstocks to maintain
refinery operations. Although crude supply from Venezuela has
improved (CITGO received 86% of contractual volumes in January),
spot market terms have increased working capital requirements.
Given the lowered credit ratings of CITGO related entities,
additional working capital requirements are possible.

The proposed offering will significantly improve near term
liquidity for CITGO. The company is also in the process of
replacing its accounts receivable program with a new $200
million facility as well as negotiating the sale of its pipeline
fill inventory in the Colonial Pipeline for an estimated $100
million. CITGO is also considering a $200 million secured loan
for its interest in the Colonial Pipeline. In mid-December,
CITGO entered into a new $520 million credit facility, split
into a $260 million three year facility and a $260 million 364-
day revolver.

The CITGO and PDV America ratings are also based on the
deteriorating creditworthiness of PDVSA and Venezuela. The $500
million of senior notes mature in August 2003 and are supported
by Mirror Notes issued by PDVSA and held by PDV America. The
senior notes and Mirror Notes have identical terms and
conditions such that the interest income PDV America receives
from PDVSA on the mirror notes pays the interest on the senior
notes. In an absence of a return to normal oil operations, Fitch
has significant concerns with the ultimate parent's ability and
willingness to pay the maturity of the notes.

The situation in Venezuela remains highly volatile. Although
Fitch expects CITGO to maintain operations, further
deterioration in CITGO's financial position or the ultimate
shareholders credit quality could result in additional
downgrades.

CITGO is one of the largest independent crude oil refiners in
the United States with three modern, highly complex crude oil
refineries and two asphalt refineries with a combined capacity
of 756,000 barrels per day. The company also owns approximately
41% interest in LYONDELL-CITGO Refining L.P., a limited
liability company that owns and operates a 265,000-barrel per
day crude oil refinery in Houston, Texas. CITGO markets refined
products through approximately 13,400 independently owned and
operated retail sites.


CONSECO FINANCE: Seeks Approval of Proposed Lift Stay Procedures
----------------------------------------------------------------
Conseco Finance Corporation and its debtor-affiliates originate
and service home equity and home improvement loans to consumers.  
In exchange, the borrower grants to the CFC Debtor a security
interest in the property that is the subject of the loan.  In
many cases, property is already mortgaged to a senior lienholder
and the CFC Debtors' security interest is a junior lien.

Due to the size of their operations, the CFC Debtors anticipate
that they will be inundated with motions, foreclosure notices
and other actions by borrowers and lenders seeking to enforce
their rights and interests in the mortgaged properties.  At
least 14 Motions have already been filed.  Therefore, the CFC
Debtors require a procedure to protect the interest of their
estates in the liens on those properties.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, notes that
numerous motions for relief from the automatic stay would be
burdensome to this Court's calendar and docket and cumbersome to
individual borrowers and lienholders.  By this motion, the CFC
Debtors propose to establish procedures for modifying the
automatic stay where they have an interest.  This will save the
Court time, docket space and service costs.

The CFC Debtors suggest these procedures:

  (a) A party asserting its rights to a mortgage on a property
      where their exists a CFC Debtor lien, must provide
      documentation;

      (1) indicating the status of the foreclosure action,
          including location, date, time and details of the
          potential sale;

      (2) as evidence of the fair market value of the property,
          senior lien and position and value of other known
          liens; and

      (3) of papers filed in any court connected to the
          foreclosure; and

  (b) Written documentation must be provided to:

                Dryden J. Little, Esq.
                Kirkland & Ellis
                Citigroup Center
                153 East 53rd Street
                New York, New York 10022

                Daminic Baglio & Shannon Schaefer
                Conseco Home Equity & Home Improvement Divisions
                7360 S. Kyrene Road
                Tempe, Arizona 85283

                Brian F. Corey, Esq.
                General Counsel
                Conseco Finance Corp.
                1100 Landmark Towers
                345 St. Peter Street
                Saint Paul, MN  55102

                Becker & Poliakoff, P.A.
                3111 Sterling Road
                Fort Lauderdale, FL  33312-6566
                Attn: Ivan J. Rich

Mr. Sprayregen maintains that the CFC Debtors will need 45 days
from receipt to adequately protect their interests.  For
example, they will need:

    -- a valuation of the property,

    -- evidence of the value of the senior lienholder's
       interest,

    -- details of liens with priority over the CFC Debtors'
       interest,

    -- a foreclosure recovery equity analysis, and

    -- management approval to participate in the foreclosure
       sale, and prepare check and bid instructions for the
       sale.

Thus, the CFC Debtors also ask the Court to extend for 45 days
the automatic stay period beyond the 30-day period specified in
Section 362(e) of the Bankruptcy Code.  If the CFC Debtors do
not object to the proposed foreclosure within the 45-day period,
the automatic stay will be deemed vacated. (Conseco Bankruptcy
News, Issue No. 5; Bankruptcy Creditors' Service, Inc., 609/392-
0900)    


CONSECO INC: TOPrS Committee Hires Saul Ewing as Primary Counsel
----------------------------------------------------------------
To prosecute their interest in these cases, the Trust Originated
Preferred Debt Holders Committee, appointed in the chapter 11
cases involving Conseco Inc., and debtor-affiliates, 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.

Thus, 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. 5; Bankruptcy Creditors'
Service, Inc., 609/392-0900)    

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


CORNING INC: Foresees Profitability Return by Third Quarter
-----------------------------------------------------------
"Our plan to restore profitability is set and we expect to be
profitable in the third quarter of this year," Corning
Incorporated's (NYSE:GLW) Vice Chairman and Chief Financial
Officer James B. Flaws told investors Friday during Corning's
annual investor conference in New York City.

Flaws said that the company expected to reach profitability
despite anticipated weak performance in its Telecommunications
segment this year.

Corning provided financial guidance for the first quarter of
2003, anticipating revenues in the range of $700 to $730
million, and a net loss in the range of $0.01 to $0.04 per
share, excluding gains on debt repurchases and restructuring
charges discussed below. Flaws told investors that Corning
planned to recognize equity earnings from Dow Corning, beginning
in the first quarter. "However, our plan to return to
profitability by the third quarter of this year is not dependent
on Dow Corning earnings," Flaws said.

In opening the conference, James R. Houghton, chairman and chief
executive officer, told investors that Corning "is not merely a
telecommunications company. Rather, we are a technology company
with the materials and process expertise to create life-changing
products." He unveiled a new quality initiative for the
organization, central to each business' operating plan. "I
believe passionately that the companies dedicated to quality, to
performance, to integrity, to their people, and to their values
are the only companies that will survive and thrive in this
increasingly complex business world. Corning is one of these
companies."

                      Restoring Profitability

Wendell P. Weeks, Corning's president and chief operating
officer, cited four key elements of the company's 2003 plan to
restore profitability, including stable sales volume in optical
fiber and cable, significant cost reduction benefit from its
2002 restructuring actions primarily in its Telecommunications
segment, continued growth in the Corning Technologies segment,
and reduced corporate operating expenses.

"Our restructuring actions from last year will be substantially
complete in the first quarter and we expect to see a year-to-
year bottom-line benefit in the range of $300 to $330 million in
our telecommunications segment. Improvements to the bottom-line
in the range of $100 to $120 million in the technologies segment
will be driven by revenue growth in several key businesses and
productivity improvements," Weeks told investors. "We have not
built our plan on a market recovery in optical fiber and cable.
While there is some evidence that these markets are stabilizing,
we are anticipating flat year-to-year volume and positive cash
flow, before restructuring costs, from these businesses."

Additionally, he told investors that the company continues to
narrow its photonics product line while it explores alternatives
for the business. Weeks announced that further exits of product
lines could result in a pre-tax charge of $20 to $30 million in
the company's first quarter results. Corning will maintain a
leadership position in optical amplification and dispersion
compensation products. Weeks reiterated that the company is
actively considering all options for this business, including
partnerships, further product reductions or exiting the
photonics market entirely. He told investors that the company
would reach a decision on the future of its photonics business
by mid-year.

Weeks reviewed plans to continue reducing costs in 2003 by
centralizing and standardizing a number of administrative
processes, and by reducing its research, development and
engineering spending to 10% of sales. He also said that the
company's research and development focus will align with its
current growth opportunities while maintaining its superior
research capability.

                         Technologies

Weeks told investors that the company's Technologies segment
presents significant opportunity for growth, to be led by
expected strong sales of flat-panel glass for liquid crystal
displays, a potential recovery in the semiconductor materials
segment and continued increases in sales of catalytic substrates
for gasoline and diesel engines. "We believe we are entering the
golden age of growth for our LCD business," Weeks said, "we
expect to see annual revenue growth of at least 20% to 40% over
the next several years."

                        Telecommunications

Corning ultimately expects renewed growth in the
telecommunications segment, but Weeks told investors that the
industry must address three major structural issues before it
occurs. These are changes in public policy, the improvement of
telecommunications carriers' balance sheets to spur capital
investment and the emergence of profitable broadband business
models. "We believe the potential for the telecommunications
market remains significant. Bandwidth demand is growing and will
continue to grow. Telecommunications networks are still in the
early stages of a long technology substitution cycle. Optical
remains a transcendent technology and will continue to penetrate
networks around the world," he told analysts.

Corning believes that worldwide demand for internet bandwidth
traffic will grow at 60% to 80% annually, and that increases in
broadband subscribers and the potential multi-billion dollar
market in optical fiber replacement for copper cable
installations will eventually drive a market recovery. However,
Weeks pointed out that the current U.S. regulatory environment
provides little incentive for telecommunications investments and
serves as a significant economic barrier to Fiber-to-the-Home
investment.

                         Financial Outlook

Flaws addressed the company's renewed governance standards, cash
flow, the impact of Dow Corning equity earnings and Corning's
debt ratings. He told investors that Corning met all the new
requirements from the New York Stock Exchange, Securities and
Exchange Commission and Sarbanes-Oxley legislation, and that
Corning had $2.1 billion in cash and short-term investments and
access to a $2 billion line of credit at the end of 2002. Flaws
reminded investors that Corning had already used approximately
$160 million in cash to repurchase debt in the first quarter.
This will result in pre-tax gains in the range of $25 to $30
million. Flaws also pointed out that the company anticipated  
making a $60 million voluntary contribution to its pension plan
this year, and expected to continue annual contributions at this
level, unless market conditions improve.

In an unrelated action, Corning announced that Catherine A.
Rein, president and chief executive officer of Metropolitan
Property and Casualty Insurance Company, resigned from Corning's
Board of Directors on Feb. 5, 2003 after 12 years of service.
Corning's board will appoint Ms. Rein as a director emerita in
honor of her distinguished service. The board will be reduced
from 14 to 13 members.

Established in 1851, Corning Incorporated --
http://www.corning.com-- creates leading-edge technologies that  
offer growth opportunities in markets that fuel the world's
economy. Corning manufactures optical fiber, cable and photonic
products in its Telecommunications segment. Corning's
Technologies segment manufactures high-performance display
glass, and products for the environmental, life sciences and
semiconductor markets.

                         *     *    *

As previously reported in the Troubled Company Reporter,
Standard & Poor's lowered its ratings on two synthetic
transactions related to Corning Inc., to double-'B'-plus from
triple-'B'-minus.

The lowered ratings follow the lowering of Corning Inc.'s long-
term corporate credit and senior unsecured debt ratings on July
29, 2002.

The two deals are both swap independent synthetic transactions
that are weak-linked to the underlying collateral, Corning
Inc.'s debt. The lowered ratings reflect the credit quality of
the underlying securities issued by Corning Inc.

                      RATINGS LOWERED

           Corporate Backed Trust Certificates Corning
               Debenture-Backed Series 2001-28 Trust

     $12.843 million corning debenture-backed series 2001-28

                               Rating
                  Class     To        From
                  A-1       BB+       BBB-

          Corporate Backed Trust Certificates Corning
              Debenture-Backed Series 2001-35 Trust

       $25.2 million corning debenture-backed series 2001-35

                               Rating
                  Class     To        From
                  A-1       BB+       BBB-


CORNING INC: Expects Continued Strong Growth in Glass Business
--------------------------------------------------------------
Corning Incorporated (NYSE:GLW) told investors Friday that it
expects 20% to 40% annual revenue growth for its display
technologies business through 2006.

Peter F. Volanakis, president of Corning Technologies, cited a
dramatic increase in the market penetration of liquid crystal
display desktop monitors, continuing growth of notebook
computers and the emergence of LCD television as drivers of the
growth. Volanakis made the comments during the company's annual
investment conference in New York City.

Volanakis told investors that Corning expects over 70% of all
desktop computer monitors to be LCD by 2006. The popularity of
LCD monitors on the desktop will reach 40% this year, compared
to 28% in 2002. Additionally, he explained that notebook
computers, all of which have LCD screens, continue to appeal to
more users and should grow to represent 25% of all new PCs sold
this year. "All of this is good news for our revenues, requiring
us to add manufacturing capacity this year. We are the
acknowledged technology leader with the most advanced and
reliable fusion manufacturing process, producing glass that
requires no polishing and has the industry's best surface
characteristics," he explained.

In November 2002, Corning announced it had begun a major
expansion of its Taiwan LCD glass manufacturing facility to
install the company's proprietary fusion technology. This
milestone makes Corning's Taiwan facility its fourth fully-
integrated plant in Asia, including two Samsung Corning
Precision (SCP) plants in South Korea. The company also plans to
have additional capacity running at both its Shizuoka, Japan,
and Harrodsburg, Ky., plants this year.

Volanakis told analysts that LCD televisions currently represent
only 1% of the color television market, but the anticipation of
significant price declines and introduction of new, larger
screen sizes could drive market penetration to near 10% by 2006.
He noted that while current worldwide glass demand for all LCD
applications is about 200 million square feet per year, the
increasing popularity and larger sizes in LCD televisions and
desktop monitors could result in the quadrupling of that volume
by the end of the decade. "A gain of only one diagonal inch in a
15-inch LCD screen results in a 15% increase in glass
consumption. A 25-inch LCD-TV will require three times the glass
of a 15-inch desktop monitor," he will tell investors.

                   Environmental Technologies

Volanakis also told investors that Corning anticipated the
diesel emissions control market would double each year through
2008, and that this will provide a strong opportunity for growth
of the company's diesel filter and substrates business. He added
that the company's emissions control business for automobiles
would continue to grow, and when combined with the diesel
opportunity, Corning's Environmental Technologies businesses
could reach $1 billion in sales by 2008.

            Semiconductor Materials and Life Sciences

Volanakis also discussed Corning's growth opportunity in its
Semiconductor Materials business, where it is a leader in
optical components for microlithography, providing enabling
technologies for the semiconductor industry. Volanakis said the
company expected the Semiconductor Materials business to triple
in size by 2008.

Volanakis added that the company expected its Life Sciences
business to grow over 10% a year through 2008. Corning's Life
Sciences business provides precision disposable scientific
laboratory tools for the fast growing drug discovery market and
for general scientific use.

Established in 1851, Corning Incorporated --
http://www.corning.com-- creates leading-edge technologies that  
offer growth opportunities in markets that fuel the world's
economy. Corning manufactures optical fiber, cable and photonic
products in its Telecommunications segment. Corning's
Technologies segment manufactures high-performance display
glass, and products for the environmental, life sciences and
semiconductor markets.

                         *     *    *

As previously reported in the Troubled Company Reporter,
Standard & Poor's lowered its ratings on two synthetic
transactions related to Corning Inc., to double-'B'-plus from
triple-'B'-minus.

The lowered ratings follow the lowering of Corning Inc.'s long-
term corporate credit and senior unsecured debt ratings on July
29, 2002.

The two deals are both swap independent synthetic transactions
that are weak-linked to the underlying collateral, Corning
Inc.'s debt. The lowered ratings reflect the credit quality of
the underlying securities issued by Corning Inc.

                      RATINGS LOWERED

           Corporate Backed Trust Certificates Corning
               Debenture-Backed Series 2001-28 Trust

     $12.843 million corning debenture-backed series 2001-28

                               Rating
                  Class     To        From
                  A-1       BB+       BBB-

          Corporate Backed Trust Certificates Corning
              Debenture-Backed Series 2001-35 Trust

       $25.2 million corning debenture-backed series 2001-35

                               Rating
                  Class     To        From
                  A-1       BB+       BBB-


CREST 2003-1: S&P Rates $180-Mill. Preferred Share Issue at BB-
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to CREST 2003-1 Ltd./CREST 2003-1 Corp.'s $600 million
floating- and fixed-rate notes and preferred shares.

The preliminary ratings are based on information as of Feb. 7,
2003. Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

     -- The expected commensurate level of credit support in the
        form of subordination to be provided by the notes junior
        to the respective classes and by the preference shares
        and overcollateralization;

     -- The cash flow structure, which is subject to various
        stresses requested by Standard & Poor's;

     -- The experience of the collateral administrator and
        disposition consultant;

     -- The coverage of interest rate risks through hedge
        agreements; and

     -- The legal structure of the transaction, which includes
        the bankruptcy remoteness of the issuer.

CREST 2003-1 Ltd./CREST 2003-1 Corp., is the eighth cash flow
arbitrage CDO on which Structured Credit Partners LLC serves as
the collateral administrator or sub-advisor. It is the fourth
cash flow arbitrage CDO on which A.C. Corp. serves as the
disposition consultant.

               Preliminary Ratings Assigned

     Class               Rating       Amount (Mil. $)
     A                   AAA                      222
     B                   AA                        51
     C                   A-                        78
     D                   BBB                       69
     Preferred shares    BB-                      180


DELTRONIC CRYSTAL: Case Summary & Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Deltronic Crystal Industries, Inc.,
        d/b/a Crystaline Optics and Isowave
        60 Harding Avenue
        Dover, New Jersey 7801
        Tel: 973-328-7000

Bankruptcy Case No.: 03-13218

Type of Business: Deltronic Crystal Industries, provides
                  vertically integrated optical component
                  solutions to the communications and laser
                  photonics industries, utilizing its crystal
                  growth experience.

Chapter 11 Petition Date: January 31, 2003

Court: District of New Jersey (Newark)

Judge: Morris Stern

Debtor's Counsel: David Edelberg, Esq.
                  Nowell Amoroso Klein Bierman, P.A.
                  155 Polifly Road
                  Hackensack, NJ 07601
                  Tel: (201) 343-5001
                  Fax: 201-343-5181

Total Assets: $7,691,899

Total Debts: $2,103,921

Debtor's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Bank of America, N.A.                                 $962,100
CLSC-Private Bank
NC1-014-13-02
100 South Charles Street
Baltimore, MD

Corning Incorporated                                  $495,320
HP-CB-02
Corning, NY 14831

Elizabeth Samuelson                                   $251,000
12 Fox Run Road
Califon, New Jersey 07830

Bank of America, N.A.                                 $182,800

Hale & Dorr                                            $10,277

Pennwell                                                $9,367

Yeagle Technology, Inc.                                 $5,750

PHOTOTRONICS, Inc.                                      $5,727

Karl Lambrecht Corporation                              $5,538

Diamond Lease                                           $5,157

HC Starck, Inc.                                         $3,630

Lakeland Bank                                           $3,187

UPS                                                     $2,686

Miller Systems                                          $2,000

Cutting Edge Tech                                       $2,000

KEMA-Registered Quality Inc.                            $1,962

Northrup Grumman                                        $1,708

Englehard                                               $1,161

Zircar Zirconia, Inc                                      $686

NAMIKI Precision                                          $479


DOANE PET CARE: Updates Q4 and Fiscal 2002 Earnings Guidance
------------------------------------------------------------
Doane Pet Care Company updated its earnings guidance for its
fourth quarter and fiscal year ended December 28, 2002 and
provided guidance for fiscal 2003. Results for the 2002 fourth
quarter and fiscal year are subject to final review and audit.

The Company said that it expects to report net sales for the
2002 fourth quarter of approximately $246 million and Adjusted
EBITDA of approximately $28 million to $29 million. Net sales
and Adjusted EBITDA for the 2001 fourth quarter were $221.5
million and $24.7 million, respectively.

For fiscal 2002, the Company expects to report net sales of
approximately $887 million. Net sales for fiscal 2001 were
$895.8 million, which included $16.6 million of net sales from
the Deep Run and Perham businesses prior to their divestitures.
Although net sales for fiscal 2002 were relatively flat as
compared to fiscal 2001, primarily due to the Project Focus
initiatives, the Company did experience second half growth of
approximately 8% as compared to the second half of 2001 as a
result of the previously announced business awards of Ol' Roy
Meaty Chunks N' Gravy and Meow Mix.

For fiscal 2002, the Company expects to report Adjusted EBITDA
of approximately $107 million to $108 million. The Company's
Adjusted EBITDA for fiscal 2001 was $89.8 million, which
included net losses of $2.6 million related to the Deep Run and
Perham businesses. The gain in Adjusted EBITDA for 2002 resulted
from a substantial performance improvement in the Company's
European operations, lower natural gas costs and additional cost
reductions and margin improvements resulting from the Company's
Project Focus initiatives.

In fiscal 2002, the Company invested approximately $23.7 million
in capital expenditures, a 37% increase from $17.3 million in
fiscal 2001. The Company also said that it ended fiscal 2002
with total debt of approximately $554 million, a reduction of
approximately $34 million from $588 million at year end 2001.

For fiscal 2003, the Company anticipates net sales growth of
approximately 7% to 8% and Adjusted EBITDA of approximately $105
million, reflecting the Company's current expectation of the
impact of an overall higher commodity cost environment and other
assumptions discussed below in "Adjusted EBITDA Discussion and
Analysis."

Doug Cahill, the Company's President and CEO, said, "We are very
pleased with anticipated results for both the fourth quarter and
full year 2002. This performance clearly demonstrates the
terrific job our associates around the world have done, the
success of our Project Focus initiatives and our continuing
drive to be the trusted partner of choice for our customers'
brands. We are optimistic about our prospects for delivering
sustainable earnings in 2003 and beyond, but we are cautious as
we move into the first half of the year because of the potential
for volatility in commodities, particularly corn and natural
gas. We will continue our risk management strategies to seek to
mitigate the impact of rising commodity prices throughout the
balance of 2003."

On October 15, 2002, the Company announced that it was reviewing
the potential sale of its European pet food business. The
Company said that it is no longer pursuing a sale of its
business in Europe.

                         Pension Plans

The Company maintains a non-contributory pension plan covering
hourly and salaried workers of a predecessor company. The plan
was frozen in 1998 and, as a result, future benefits no longer
accumulate and the Company's annual service cost ceased as of
that date. The Company's only active plan covers 41 union
employees at one facility. Due to a decline in the market value
of these plans' assets in 2002, and the decline of interest
rates used in discounting benefit liabilities, the pension
assets at the end of 2002 were approximately $1 million less
than the accumulated benefit obligations. Under SFAS 87, the
Company was required to record a balance sheet adjustment during
the fourth quarter of 2002 for the additional minimum liability
in accordance with SFAS 87 accounting rules. The non-cash
adjustment was recorded as an after-tax reduction of
approximately $6 million in stockholders' equity. Under ERISA
rules, the Company was not required to make any cash
contributions to the inactive plan in the prior three years and
does not expect to make any cash contribution in 2003. The
Company's contributions to the active plan in the prior three
years were less than $0.1 million per year and the Company
expects to contribute less than $0.1 million in 2003. The non-
cash adjustment has no impact on the Company's earnings, cash
flow or bank debt covenants.

Doane Pet Care Company, based in Brentwood, Tennessee, is the
largest manufacturer of private label pet food and the second
largest manufacturer of dry pet food overall in the United
States. The Company sells to over 600 customers around the world
and serves many of the top pet food retailers in the United
States, Europe and Japan. The Company offers its customers a
full range of pet food products for both dogs and cats,
including dry, semi-moist, wet, treats and dog biscuits.


                          *     *     *

As previously reported in Troubled Company Reporter, Standard &
Poor's said its ratings on pet food manufacturer Doane Pet Care
Co., remain on CreditWatch with negative implications, where
they were placed April 3, 2002. The CreditWatch listing reflects
credit protection measures that have fallen below Standard &
Poor's expectations and Doane's limited cushion under its bank
loan financial covenants.

At the same time, Standard & Poor's assigned its single-'B'-
minus rating to Doane's proposed $200 million senior unsecured
notes due 2008. This rating is not on CreditWatch. The net
proceeds of the issue will be used to repay a portion of the
company's outstanding indebtedness.

Brentwood, Tennessee-based Doane had about $555 million of total
debt outstanding as of March 31, 2002.


EL PASO CORP: S&P Lowers L-T Corp. Credit Rating to B+ from BB
--------------------------------------------------------------  
Standard & Poor's Ratings Services lowered its long-term
corporate credit rating on energy company El Paso Corp., and its
subsidiaries to 'B+' from 'BB'.

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

Houston, Texas-based El Paso, North America's biggest natural
gas pipeline operator, has about $17 billion of on-balance sheet
debt.

"The rating actions reflect continued reductions in cash flow
estimates, heightened refinancing risk, the inability to
successfully meet debt reductions goals, and a deterioration in
the company's liquidity position," said Standard & Poor's credit
analyst William Ferara.

Reduced cash flow expectations is mainly due to lower capital
spending at the exploration and production unit, while at the
same time the company's financial improvement has been prolonged
by the need to use cash to fulfill collateral and margin posting
requirements versus paying down debt. Continued deterioration in
El Paso's cash flow to interest coverage measures are foreseen
due to higher current and anticipated borrowing rates for all El
Paso entities.

Of paramount importance to the company's ability to persevere
current conditions is renegotiating its credit facilities and
regaining access to capital markets at the holding company
level. El Paso's ability to refinance its obligations will most
likely be delayed until the FERC's ongoing investigation into
market manipulation in California is resolved. Absent such
access, the company will be severely challenged to repay nearly
$2.5 billion of borrowings in 2003 and $3.5 billion in 2004
(assuming current borrowings of $1.5 billion are termed out).
Thus, executing on planned asset sales (targeted at $2.9 billion
in 2003) is crucial to meeting debt maturities and accounting
for the continued shortfall in cash flow (expected at about $2.5
billion in 2003) versus capital spending ($2.6 billion) and
dividend requirements ($200 million) in 2003.

The company, whose severe dividend cut saves only a modest
amount of cash relative to near-term maturities, continues to
exit higher-risk businesses that have been key to the company's
strategy (most recently the LNG business) and further restrains
discretionary capital spending. This exemplifies the need for
the company to stabilize its liquidity position and reduce debt
so as to avoid any significant usage of its high-return core
assets to stave off further financial deterioration.

Current ratings assume resolution of the FERC matter in such a
way that will be credit neutral for El Paso. Resolution in such
a manner could be perceived as an important first step toward
staunching negative investor sentiment and a key building block
toward ratings stability.

The negative outlook reflects significant hurdles the company
has regarding regaining access to capital markets, halting the
continued decline in cash flow, and resolving the FERC matter in
a manner that is credit neutral to El Paso. Successful execution
could lead to ratings stability and upward credit momentum.


ENCOMPASS SERVICES: Earns Final Nod for $60-Mill. DIP Financing
---------------------------------------------------------------
U.S. Bankruptcy Judge William Greendyke enters a Final DIP
Financing Order authorizing Encompass Services Corporation and
its debtor-affiliates to borrow and re-borrow funds from its
Postpetition Lenders of up to $60,000,000.  The Court also
orders that the net proceeds from any sales of any of the
Debtors' assets, including stock sales will be paid to Bank of
America, will be applied:

  (a) as payment of the fees and expenses of Bank of America, as
      Postpetition Agent, including attorneys' fees and fees for
      consultants;

  (b) as payment of outstanding fees, costs and expenses of
      the Postpetition Lenders;

  (c) as reduction of outstanding balances under the Tranche B
      Revolving Credit Facility that are not collateralized by
      Tranche B Cash Proceeds;

  (d) to a blocked account at Bank of America as collateral for
      the Tranche A Revolving Credit Facility until the amount
      of Eligible Tranche A Cash Proceeds reaches $31,578,947;

  (e) to the Blocked Account as collateral for the Tranche B
      Revolving Credit Facility until the aggregate amount of
      Tranche A Cash Proceeds and Tranche B Cash Proceeds
      reaches $63,157,895; and

  (f) to the obligations of the Prepetition Lenders on a pro
      rata basis, but after an Event of Default subject to the
      Carve-Out, as determined by Prepetition Credit Agreement.

The Court also enjoins and prohibits the Debtors from granting
liens in the Prepetition Collateral, the Postpetition Collateral
to any other parties, which liens are senior, on a parity with,
or junior to the liens of the Prepetition Agents or the
Prepetition Lenders or the Postpetition Agents or the
Postpetition Lenders. (Encompass Bankruptcy News, Issue No. 6;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


ENRON CORP: Exclusivity Extension Hearing Slated for February 20
----------------------------------------------------------------
Enron Corporation and its debtor-affiliates ask the Court to
extend their exclusive period to file a plan through April 30,
2003 and their exclusive period to solicit acceptances of that
plan until June 29, 2003.

Martin J. Bienenstock, Esq., at Weil, Gotshal & Manges LLP, in
New York, recounts that since the Petition Date, the Debtors
have:

    (a) marketed all its major businesses around the world so
        creditors can decide between selling and retaining each
        one of them;

    (b) sorted out the assets and liabilities of over 70
        Debtors' estates subject to certain litigation claims;

    (c) investigated and analyzed substantive consolidation and
        intercompany claims;

    (d) sold more than $1,700,000,000 of non-core assets;

    (e) developed Chapter 11 plan models applicable to all
        Debtors and negotiated a plan consensus with the
        statutory creditors' committee that can now be
        negotiated with major creditors not having committee
        memberships;

    (f) accommodated two examiner investigations and 18
        governmental investigations;

    (g) reviewed over 18,000 filed claims for over
        $400,000,000,000, in addition to approximately 5,000
        contingent and unliquidated claims, for purposes of
        developing estimate methods and completing Chapter 11
        plans; and

    (h) developed and settled or propounded numerous avoidance
        actions to recover potentially billions of dollars.

However, despite these achievements, Mr. Bienenstock points out,
certain issues have to be resolved before a meaningful plan can
be proposed, among them:

    -- substantive consolidation must be resolved before the
       Debtors can know whether it needs one plan or multiple
       plans;

    -- the amount, priority and allowability of intercompany
       claims must be resolved because they are pervasive and
       are also subject to disallowance due to avoidance
       actions;

    -- efficient claims estimation methods must be developed to
       enable plan distributions to be made; and

    -- the result of the Debtors' marketing of its major
       businesses are only recently known to Enron and the
       Creditors' Committee, and decisions on whether to retain
       or sell major businesses impacts the Chapter 11 plans.

Accordingly, Mr. Bienenstock asserts, the exclusive periods
extension is warranted pursuant to Section 1121 of the
Bankruptcy Code, specially that:

    (a) given the scope and complexity of the Debtors' business
        operations currently necessitating huge time, expense
        and litigation to maximize the value of its estates, it
        is not possible to resolve all the issues necessary for
        formation of a confirmable plan in the current
        exclusivity period;

    (b) although substantial progress has been made and
        continues to be made, a multitude of issues, including
        claims resolution, prosecution or settlement of
        litigation actions, asset sale and the wind down of the
        trading book, continue to require the Debtors' attention
        and efforts to resolve the issues before a confirmable
        Chapter 11 plan can be proposed; and

    (c) the exclusivity periods extension will not harm the
        Debtors' creditors but rather afford the Debtors and
        other parties-in-interest an opportunity to develop
        fully a consensual plan while minimizing the need for
        lengthy and expensive litigation over competing plans.

                         *     *     *

In a Bridge Order, Judge Gonzalez extends the exclusive plan
filing period until the conclusion of the hearing on
February 20, 2003 at 10:00 a.m. (Enron Bankruptcy News, Issue
No. 56; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ETHYL CORP: Meets Earnings and Debt Reduction Targets in 2002
-------------------------------------------------------------
Ethyl Corporation President and Chief Executive Officer, Thomas
E. (Teddy) Gottwald released this earnings report for the year
and fourth quarter 2002 and an update of the company's
operations:

To Our Shareholders:

     "We are pleased to report to you that in 2002 we met our
goals of improving our profits and reducing our debt. We are
very proud that in addition to meeting these financial targets,
we reached our safety goal of being in the top 10% of all
chemical companies in safety performance.

     "Earnings from continuing operations excluding nonrecurring
items for the year 2002 were $12 million, or 72 cents per share,
a significant improvement over earnings on the same basis for
last year of $7.5 million or 45 cents per share. This
improvement in earnings is even more noteworthy considering it
includes the impact of pension expense included in the current
year's results while 2001 results included the benefit of
pension income. This change in pension earnings reduced income
33 cents per share for the year compared with 2001. On the same
basis, earnings for the fourth quarter 2002 were $1.0 million or
6 cents per share compared with earnings of $2.9 million or 17
cents per share for last year's fourth quarter.

     "Net income for the year and fourth quarter for 2002 and
2001 include significant nonrecurring items not included above.
These nonrecurring items are included in the summary of earnings
chart at the end of this press release.

     "During the year 2002 we continued our focus on improving
profits, reducing debt and managing cost while providing our
customers with top quality products.

     "We are pleased with the continuing improvement in our
petroleum additives operating profits. For the year, we
stabilized our business base in the important engine oil
additives area and grew sales 12 percent in the other petroleum
additives businesses compared to last year. Operating profit for
continuing operations of the petroleum additives segment
excluding nonrecurring items increased 60 percent over last year
and represents this segment's best earnings results for a year
since 1999. Petroleum additives profits for the year improved in
all of our major product lines compared with last year.

     "The improved petroleum additives profits reflect the
benefits of improved asset utilization, more efficient research
and development spending and other cost controls. As expected,
continuing petroleum additives profits for the fourth quarter
were lower than fourth quarter 2001 and lower than our very
strong performance in the third quarter 2002. Our fourth quarter
2002 numbers reflect the impact of scheduled plant maintenance,
planned reductions in inventory, increasing raw material costs,
and our normal pattern of lower sales in the latter part of the
year.

     "TEL earnings for the year 2002, as well as the fourth
quarter, were lower, as expected, compared to the same periods
last year. This reduction in earnings compared with last year
reflects both the continuing decline in the market for this
product as well as certain costs incurred in the current year,
while 2001 included the benefit of certain sales to Octel. This
product continues to supply the Company with strong cash flows.

     "Earnings have also benefited from lower interest expense
as we continued to make excellent progress on debt reduction.
During the year 2002, we reduced debt $45.9 million and ended
the year with $290MM in debt. In addition to paying down debt,
we also made payments totaling $19.2 million related to the
required funding associated with the amendment of our TEL
marketing agreements.

     "On January 21, 2003, we completed the sale of our phenolic
antioxidant business to Albemarle Corporation (NYSE: ALB).
Following an extensive assessment, we concluded this business
was not part of our future core business or growth goals. This
is another strategic step in fulfilling our goals of reducing
debt, strengthening our balance sheet and allowing us to focus
more closely on our core businesses. The earnings results of the
phenolic antioxidant business is, therefore, being reported as
discontinued operations.

     "Our improved performance has allowed us to meet all of the
debt exposure reduction requirements necessary to extend our
current loan facility to March 31, 2004. By the terms of the
agreement the extension will not be granted until March 1, 2003.
Consequently, most of the bank debt shown as "current" in this
release, will be reclassified to "long term" when we file our
10-K in March following the granting of the extension.

     "We expect to see significant quarterly variations in our
2003 earnings. It is the nature of our businesses. While we
remain concerned about certain aspects of the global economy,
for the full year 2003, our current view is that we expect
earnings, excluding nonrecurring items and discontinued
operations, to be above our 2002 results.

     "The company, through its dedicated employees, continues to
provide our customers with the best products and service in the
industry while improving profits, managing cost and achieving
excellent progress in reducing debt. Our safety record is a
tribute to that dedication. In 2002, our recordable injury rate
- a common measure of safety performance - was 0.76, our lowest
(best) ever. This compares to a chemical industry average of
approximately 4.0 and a general industry average of around 5.
Our employees have made a personal commitment to working safely.
While we're proud of what this means for our employees and their
families, we submit to you that the same commitment to
excellence and attention to detail is being applied to all that
we do - from quality improvement and customer service to product
development.

     "I thank all our employees for their performance and
dedication. I thank our customers for their confidence in us by
allowing us the opportunity to provide the goods and services
integral to their businesses. And I also express my appreciation
to our shareholders for your continued support."

                                Sincerely,

                                Teddy Gottwald

                         *     *     *  

At December 31, 2002, Ethyl Corp.'s balance sheet shows that
total current liabilities exceeded total current assets by about
$83 million.


FARMLAND: Marketing Pact with Mississippi Chemical Terminated
-------------------------------------------------------------
Mississippi Chemical Corporation (NYSE: GRO) terminated the
agreement with Farmland Industries, Inc., of Kansas City, Mo.,
to jointly market and sell their respective interests in
Farmland MissChem Limited. This agreement had envisioned that
Farmland MissChem Limited would be sold in connection with
Farmland's Chapter 11 bankruptcy reorganization proceedings.
Mississippi Chemical believes that terminating the arrangement
at this time will best serve the interests of Mississippi
Chemical and its stakeholders. Mississippi Chemical will
separately market its 50% interest in Farmland MissChem Limited.

Farmland MissChem Limited operates an 1850 metric-ton-per-day
ammonia production facility located in the Point Lisas
Industrial Estate in The Republic of Trinidad and Tobago.

Mississippi Chemical Corporation, through its wholly owned
subsidiaries, produces and markets all three primary crop
nutrients. Nitrogen, phosphorus and potassium-based products are
produced at facilities in Mississippi, Louisiana and New Mexico,
and through a joint venture in The Republic of Trinidad and
Tobago.


FIRST INT'L: Fitch Cuts Notes' Ratings to Low-B & Junk Levels
-------------------------------------------------------------
Fitch Ratings downgrades the following classes of securities.

         FNBNE Business Loan Notes, Series 1998-A

         --Class A notes to 'AA' from 'AAA';
         --Class M-1 notes to 'BBB' from 'A';
         --Class M-2 notes to 'BB' from 'BBB'.

         FIB Business Loan Notes, Series 1999-A

         --Class A notes to 'AA' from 'AAA';
         --Class M-1 notes to 'BBB' from 'A';
         --Class M-2 notes to 'BB' from 'BBB'.

         FIB Business Loan Notes, Series 2000-A

         --Class A notes to 'BBB' from 'AA';
         --Class M-1 notes to 'B' from 'BBB';
         --Class M-2 notes to 'CCC' from 'BB';
         --Class B notes to 'CC' from 'B'.

     FIB SBA Loan-Backed Adjustable Rate Certificates,
                      Series 1999-1

         --Class A notes to 'A' from 'AAA';
         --Class M notes to 'BB' from 'A'.
         --Class B notes to 'B' from 'BBB'.

     FIB SBA Loan-Backed Adjustable Rate Certificates,
                      Series 2000-1

         --Class A notes to 'A' from 'AAA';
         --Class M notes to 'BB' from 'A'.

     FIB SBA Loan-Backed Adjustable Rate Certificates,
                      Series 2000-2

         --Class A notes to 'A' from 'AAA';
         --Class M notes to 'BB' from 'A'.

All of the above First International Bank transactions remain on
Rating Watch Negative and were originally placed on Rating Watch
Negative on November 5, 2002.

These rating actions reflect the deterioration in credit quality
and adverse collateral performance within the securitizations,
and the resulting decline in credit enhancement available in
each transaction.

Delinquencies continue to be significantly higher than
historical levels and loans to borrowers in the manufacturing,
metals/steel mill, and millwork/textile industries are
particularly problematic in all of the aforementioned
transactions. Sector-specific delinquencies combined with the
general economic downturn have contributed to the
securitizations' higher than expected delinquencies and losses
outside of Fitch's initial base case expectations.

Fitch is particularly concerned about each securitization's high
delinquency levels because of the related impact on excess
spread and credit enhancement. Excess spread in the FIB
transactions is used to absorb losses and constitutes a large
component of overall enhancement. The FIB securitizations are
structured with a mechanism that traps additional excess spread
on all delinquent loan amounts that are 180-720 days past due.
As a result, the higher than expected delinquency rates have
significantly reduced the amount of excess spread that is
generated each month. Delinquent loans have also reduced the
amount of excess spread that is available to absorb losses, as
well as the amount of excess spread needed to build the reserve
accounts to their required levels based on each securitization's
180-720 day delinquencies.

Fitch analyzed expected losses and recoveries for each
transaction based on delinquencies and the enhancement that
would be available to cover those losses for each class of
notes. This analysis encompassed a review of the collateral
behind all delinquent loans over 90 days past due and an
assessment of expected recoveries on that collateral. To
estimate future enhancement levels, Fitch defaulted all loans
over 90 days past due in each transaction and based its recovery
expectations on the specific collateral supporting each loan.
Specifically, Fitch considered collateral type (i.e. machinery
and equipment, real estate and/or accounts receivable),
appraised values, FIB's lien position, historical recovery rates
and FIB's own expected recovery rates. Fitch's review also took
into consideration certain top borrower concentrations in each
transaction relative to current and expected credit enhancement
levels. All classes remain on Rating Watch Negative due to the
long length of time needed to realize recoveries on defaults and
to recognize losses on loans in the 180-720 day delinquency
buckets. In addition, Fitch is concerned that the transactions
will experience additional delinquencies that may ultimately
result in future losses.

Securitization-specifc performance measures as of the December
2002 servicer reports are as follow:

         FNBNE Business Loan Notes, Series 1998-A

    --pool factor of 30% and cumulative net losses of 4.97%
    --the 90-720 day delinquency rate is 15.08% and the 180-720
      day delinquency rate is 10.92%.

         FIB Business Loan Notes, Series 1999-A

    --pool factor of 47% and cumulative net losses of 9.25%
    --the 90-720 day delinquency rate is 13.37% and the 180-720
      day delinquency rate is 9.07%.

         FIB Business Loan Notes, Series 2000-A

    --pool factor of 52% and cumulative net losses of 10.17%
    --the 90-720 day delinquency rate is 26.29% and the 180-720
      day delinquency rate is 23.53%.

         FIB SBA Loan-Backed Adjustable Rate Certificates,
                      Series 1999-1

    --pool factor of 52% and cumulative net losses of 4.88%.
    --the 90-720 day delinquency rate is 22.15% and the 180-720
      day delinquency rate is 15.62%.

         FIB SBA Loan-Backed Adjustable Rate Certificates,
                     Series 2000-1

    --pool factor of 65% and cumulative net losses of 8.65%
    --the 90-720 day delinquency rate is 24.02% and the 180-720
      day delinquency rate is 13.76%.

         FIB SBA Loan-Backed Adjustable Rate Certificates,
                     Series 2000-2

    --pool factor of 84% and cumulative net losses of 1.35%
    --the 90-720 day delinquency rate is 16.13% and the 180-720      
      day delinquency rate is 14.96%.

Fitch will continue to closely monitor these transactions and
may take additional rating action in the event of further
deterioration.

FIB, formerly First National Bank of New England, is a
Connecticut Bank and Trust Company organized in 1955 and
headquartered in Hartford, Connecticut. Prior to August 2001,
FIB was a wholly owned subsidiary of First International
Bancorp, Inc., a Delaware Corporation. United Parcel Service,
headquartered in Atlanta, GA, purchased FIB in August 2001.


FIRST-UNION LEHMAN: S&P Hatchets Ratings on Classes K & L Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on two
classes of First-Union Lehman Brothers Commercial Mortgage
Trust's commercial mortgage pass-through certificates series
1997-C2.

The lowered ratings reflect the appraisal reductions and special
servicing fees taken to date and the resultant interest
shortfalls that are occurring on class L. The rating on class L
is lowered to 'D' from 'CCC-', as interest shortfalls has
accumulated since May 2000, and are expected to continue without
any near term recovery expected. The class K, although currently
receiving timely interest payments, has an increased likelihood
of being shorted interest in the near future; consequently, its
rating is lowered to 'CCC-' from 'CCC+'.

As of January 2003, six delinquent and two REO loans accounted
for 2.79% of total principal balance. To date, four of the six
delinquent loans and the two REO loans are responsible for
appraisal reductions totaling approximately $7.49 million. In
addition, the special servicer, CRIIMI MAE Services L.P.,
advised Standard & Poor's of another appraisal reduction that
will occur in the near future. To date, three loans have
cumulative realized losses of $7.285 million.

The greatest concerns to Standard & Poor's are the three
delinquent loans with the largest total exposure:

     -- The loan that is triggering the largest monthly
        appraisal subordinated entitlement reduction (ASER) is a
        $7.1 million loan (total exposure $11.2 million) secured
        by FEL Lab Facility located in Farmingdale, New Jersey
        Although CRIIMI recently received a favorable court
        verdict pertaining to the lawsuit it initiated against
        the originator in October 2001 to repurchase this loan
        due to pre-existing environmental conditions, the
        originator has filed an appeal. If the court's decision
        stands, the originator would repurchase the loan and pay
        all servicing advanced fees. Otherwise, CRIIMI estimates
        a loss of approximately $3.7 million;

     -- A $16.8 million loan (total exposure $19.0 million),
        secured by a Sheraton Hotel located in Maitland,
        Florida, is being specially serviced due to the
        borrower's February 2002 bankruptcy filing. The court
        has appointed a receiver to operate the property, while
        CRIIMI is currently considering an offer to purchase the
        property. CRIIMI estimates a loss of about $5.6 million;
        and

     -- A $12.8 million loan (total exposure $13.7 million),
        secured by a retail center located in Brandon, Florida,
        with two dark anchors. CRIIMI is currently reviewing a
        loan assumption, and estimates a loss of about $2.5
        million. As of January 2003, CRIIMI's watchlist included
        147 loans totaling $696.5 million, or 38.68%, of the
        pool's principal balance. Of the 147 loans, 28 ($114.8
        million, 6.4%) recently reported a debt service coverage
        ratio less than 1.0x. Furthermore, four loans ($37.8
        million, 2.1%) are secured by retail properties where
        Kmart is an anchor tenant. These four stores are not
        currently scheduled to close due to Kmart Corp.'s
        bankruptcy proceedings. Four loans ($21.6 million, 1.2%)
        are secured by retail centers that included Ames as a
        major tenant before Ames liquidated its stores in
        connection with its bankruptcy proceedings. Lastly, the
        fifth largest loan ($27.9, 1.5%), secured by multifamily
        property located in Westborough, Massachusetts, was
        placed on the watchlist due to a decline in
        occupancy and DSCR (most recent 1.03x).
   
                         Ratings Lowered
   
     First-Union Lehman Brothers Commercial Mortgage Trust
      Commercial mortgage pass-thru certs series 1997-C2
   
                       Rating
          Class     To        From      Credit Support (%)
          K         CCC-      CCC+      2.04
          L         D         CCC-      0.51


FORT WASHINGTON: S&P Puts BB 2nd Priority Sr Notes on Watch Neg.
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the
senior and second priority senior notes issued by Fort
Washington CBO I, an arbitrage high-yield CBO transaction
originated in December 1998, on CreditWatch with negative
implications. The ratings on the senior and second priority
senior notes were previously lowered on Oct. 22, 2002.

The current CreditWatch placements reflect factors that have
negatively affected the credit enhancement available to support
the notes since the previous rating action in October 2002.
These factors include continuing par erosion of the collateral
pool securing the rated notes and a negative migration in the
overall credit quality of the assets within the collateral pool.

Since the October 2002 rating action, $5.2 million in new asset
defaults have occurred. According to the most recent monthly
report (Jan. 24, 2003), the senior par value test remains
marginally in compliance at 117.3% versus its minimum required
ratio of 117%. This compares to a ratio of 127.9% at the time
the transaction was originated. As a result of a $4.245 million
paydown to the senior secured notes on the Dec. 10, 2002 payment
date, the senior par value test has improved from a value of
116.8% as of the previous rating action. The second priority par
value test is currently at 107.6% versus the minimum required
ratio of 111%, compared to a ratio of 117.9% at close.

The credit quality of the collateral pool has deteriorated since
the October 2002 rating action. Including defaulted assets,
28.70% of the assets in the portfolio currently come from
obligors with Standard & Poor's ratings of 'CCC+' or below,
compared to a maximum allowable percentage of 5%. In addition,
14.66% of the performing assets within the collateral pool come
from obligors with ratings on CreditWatch negative. Furthermore,
Standard & Poor's Trading Model test, a measure of the amount of
credit quality in the current portfolio to support the ratings
assigned to the liabilities, is currently out of compliance.

Standard & Poor's will remain in close contact with Fort
Washington Investment Advisors Inc., and will be reviewing the
results of current cash flow runs generated for Fort Washington
CBO I to determine the level of future defaults the rated
tranches can withstand under various stressed default timing and
interest rate scenarios, while still paying all of the rated
interest and principal due on the notes. The results of these
cash flow runs will be compared with the projected default
performance of the performing assets in the collateral pool to
determine whether the ratings currently assigned to the notes
remain consistent with the amount of credit enhancement
available.

               Ratings Placed on Creditwatch
                with Negative Implications

                  Fort Washington CBO I

                               Rating          Balance (Mil. $)
     Class                To            From   Current  Original
     Senior               A+/Watch Neg  A+     179.285  192.500
     2nd Priority Senior  BB/Watch Neg  BB     16.250   16.250


GALEY & LORD: Court Stretches Plan Exclusivity through March 31
---------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Southern District
of New York, Galey & Lord, Inc., and its debtor-affiliates
obtained an extension of their exclusive periods.  The Court
gives the Debtors, until March 31, 2003, the exclusive right to
file their plan of reorganization, and until June 2, 2003, to
solicit acceptances of that Plan from their creditors.

Galey & Lord, a leading global manufacturer of textiles for
sportswear, including cotton casuals, denim, and corduroy, and
is a major international manufacturer of workwear fabrics, filed
for chapter 11 protection on February 19, 2002 together with its
affiliates (Bankr. S.D.N.Y. Case No. 02-40445). When the Company
filed for protection from its creditors, it listed $694,362,000
in total assets and $715,093,000 in total debts.  Joel H.
Levitin, Esq., Esq., at Dechert represents the Debtors and
Michael J. Sage, Esq., at Stroock & Stroock & Lavan LLP,
represents the Official Committee of Unsecured Creditors.

Galey & Lord Inc.'s 9.125% bonds due 2008 (GYLD08USR1) are
trading at about 8 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=GYLD08USR1
for real-time bond pricing.


GENTEK INC: Wants Plan Filing Exclusivity Stretched Until May 9
---------------------------------------------------------------
Section 1121(b) of the Bankruptcy Code provides for an initial
period of 120 days after the commencement of a Chapter 11 case
during which a debtor has the exclusive right to propose a plan
of reorganization.  In addition, Section 1121(c)(3) provides
that if a debtor proposes a plan within the Exclusive Proposal
Period, it has the balance of 180 days after the commencement of
the Chapter 11 case to solicit acceptances of that plan.  During
the Exclusive Proposal Period and the Exclusive Solicitation
Period, plans may not be proposed by any party-in-interest other
than the debtor.

According to Mark S. Chehi, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, in Wilmington, Delaware, a premature
termination of the exclusive plan-filing period and solicitation
period would deny GenTek Inc., and its debtor-affiliates a
meaningful opportunity to negotiate and propose a confirmable
reorganization plan.  To give the Debtors additional time to
develop, negotiate and propose more reorganization plans, the
Debtors need an extension each of their Exclusive Periods.

In this regard, the Debtors ask the Court to extend their
initial exclusive periods for proposing and obtaining
acceptances of one or more reorganization plans for another 90
days.  Specifically, the Debtors propose to extend their
Exclusive Proposal Period through and including May 9, 2003 and
their Exclusive Solicitation Period through and including
July 8, 2003.

Section 1121(d) provides that the Court may extend the Exclusive
Periods for cause.  Mr. Chehi maintains that a 90-day extension
is fully justified considering the Debtors' worldwide businesses
and large and complex cases.  Mr. Chehi points out that there
are 65,000 creditors and other parties-in-interest in these
cases. The Debtors' financial structure also consists of:

   (i) secured bank debt, involving $750,000,000 in loans owed
       under a prepetition credit facility;

  (ii) public bond debt, consisting of one issue, in the
       aggregate amount of $200,000,000;

(iii) trade, litigation and other general unsecured
       liabilities; and

  (iv) publicly held equity securities at the parent level.

Mr. Chehi relates that GenTek, a publicly owned Delaware
corporation, is the ultimate parent of a group of 76 companies
located in the United States, Canada, and other foreign
countries.  There are 31 debtors in these cases.  The Debtors'
workforce consists of 3,500 employees not counting 4,284 persons
employed by 45 non-debtor affiliates worldwide.

Mr. Chehi asserts that the Debtors and their major creditor
constituencies have had ongoing, progressive discussions aimed
at advancing the plan process.  The Debtors also have made other
significant progress this early in their Chapter 11 cases:

  (a) The Debtors' management focused on stabilizing the
      businesses and responding to the many demands that
      inevitably accompany the commencement of a Chapter 11
      case, including responding to inquiries from vendors,
      taxing authorities, utilities, customers, professionals,
      the banking group, the official committee and other
      parties-in-interest;

  (b) The Debtors have complied with the reporting requirements
      imposed by the U.S. Trustee, including the submission of
      initial and monthly reports, and have prepared and filed
      statements of financial affairs and schedules of assets,
      liabilities and contracts consistent with the Bankruptcy
      Code and Bankruptcy Rules;

  (c) The Debtors have sought and obtained Court approval under
      Section 365 of the Bankruptcy Code to extend the time
      period for assuming or rejecting unexpired leases of real
      property, and have also sought and obtained Court approval
      to reject several unnecessary real property leases;

  (d) The Debtors have commenced review of their remaining
      executory contracts and unexpired leases to determine
      whether the rejection or assumption and assignment of the
      agreements is in the best interests of their respective
      estates.  In that regard, the Debtors have sough Court
      approval to reject several contracts and personal property
      leases;

  (e) The Debtors are in the process of seeking Court approval
      of procedures for providing mail and publication notice of
      the bar date in these cases; and

  (f) The Debtors have developed an initial business plan, which
      is in the process of being reviewed by their bank group
      and the official committee.  The business plan will
      provide the foundation for any reorganization plan.

Mr. Chehi tells Judge Walrath that the requested extension will
not prejudice the legitimate interests of any creditor or equity
security holder.  "The Court should consider whether the Debtors
have reasonable opportunity to negotiate an acceptable plan with
various interested parties and to prepare adequate financial and
non-financial information and disclosures concerning the results
of any proposed plan," Mr. Chehi says.  Moreover, Mr. Chehi
contends that the Debtors deserve and should be afforded a full
and fair opportunity to negotiate, propose and seek acceptances
of a Chapter 11 plan that builds on the significant negotiations
and reorganization progress made to date.

Judge Walrath will convene a hearing on February 18, 2003 to
consider the Debtors' request.  By application of Del.Bankr.LR
9006-2, the Debtors' Exclusive Plan Filing Deadline is
automatically extended through the conclusion of that hearing.
(GenTek Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


GENUITY INC: Court Okays Lazard Freres to Render Fin'l Advice
-------------------------------------------------------------
Genuity Inc., and its debtor-affiliates obtained permission from
the Bankruptcy Court to employ and retain Lazard Freres & Co.,
LLC as their financial advisors and investment bankers.  The
Debtors agree, under the terms of an engagement letter dated
July 25, 2002, to pay Lazard roughly $9,000,000 for its expert
advice.

Specifically, Lazard will:

    A. Review and analyze the Debtors' business, operations and
       financial projections;

    B. Evaluate the Debtors' potential debt capacity in light of
       its projected cash flows;

    C. Assist in the determination of a capital structure for
       the Debtors;

    D. Determine a range of values for the Debtors on a going
       concern basis;

    E. Advise the Debtors on tactics and strategies for
       negotiating with the holders of the Existing Obligations;

    F. Render financial advice to the Debtors and participating
       in meetings or negotiations with the Stakeholders and
       rating agencies or other appropriate parties in
       connection with any restructuring, modification or
       refinancing of the Debtors' Existing Obligations;

    G. Advise the Debtors on the timing, nature, and terms of
       new securities, other consideration or other inducements
       to be offered pursuant to the Restructuring;

    H. Assist the Debtors in preparing documentation within
       their expertise required in connection with the
       Restructuring;

    I. Advise and attend meetings of the Debtors' Boards of
       Directors and their committees;

    J. Provide testimony, as necessary, in any proceeding before
       the Bankruptcy Court;

    K. Provide the Debtors with other general restructuring
       Advice;

    L. Assist the Debtors in the preparation of a liquidation
       analysis in connection with a proposed Chapter 11 plan of
       reorganization; and

    M. Assist the Debtors in finding bidders for all or part of
       the Debtor's business.

Lazard's fees for the services rendered in these cases will be:

    A. A monthly fee of $250,000, payable in advance of each
       month's service, the first payment of which will be due
       on the 25th day of each month thereafter until the
       earlier of the completion of the Restructuring or the
       termination of Lazard's engagement; and

    B. A cash fee equal to $9,000,000 payable on the final
       consummation of a Restructuring, provided, however, that
       commencing with the payment due on November 25, 2002, any
       monthly fees will be credited against any Restructuring
       Fee, provided, further, that in no event will the Debtors
       be required to pay the Restructuring Fee more than once.
       (Genuity Bankruptcy News, Issue No. 6; Bankruptcy
       Creditors' Service, Inc., 609/392-0900)


GLIMCHER REALTY: Closes Community Center Asset Sale for $9 Mill.
----------------------------------------------------------------
Glimcher Realty Trust, (NYSE: GRT), one of the country's premier
retail REITs, reported the sale of a community center asset, in
keeping with its strategy to reduce debt through non-strategic
asset sales.  

On February 6, 2003, the Company sold Southside Plaza, a 172,293
square foot community center in Sanford, NC, for $9.25 million.  
The property was unencumbered at the time of the sale and net
proceeds were used to repay down short-term borrowings under the
Company's line of credit.

As of February 6, 2003, the Company's 23 regional malls
represent 19.8 million square feet of gross leasable area and
the Company's total portfolio includes 72 properties consisting
of 25.5 million square feet of GLA.

Glimcher Realty Trust -- a real estate investment trust whose
corporate credit and preferred stock ratings are rated by
Standard & Poor's at BB and B, respectively -- is a recognized
leader in the ownership, management, acquisition and development
of enclosed regional and super-regional malls, and community
shopping centers.

Glimcher Realty Trust's common shares are listed on the New York
Stock Exchange under the symbol "GRT."  Glimcher Realty Trust is
a component of both the Russell 2000(R) Index, representing
small cap stocks, and the Russell 3000(R) Index, representing
the broader market. Visit Glimcher at: http://www.glimcher.com


GLOBAL CROSSING: Selling Arizona Property to Food for the Hungry
----------------------------------------------------------------
Paul M. Basta, Esq., at Weil Gotshal & Manges LLP, in New York,
informs the Court that Global Crossing Telecommunications, Inc.
is the fee owner of certain buildings and land located at 1212,
1220 and 1224 East Washington in Phoenix, Arizona.  The GX
Debtors used the Arizona Property as office space from 1997 to
2001.  However, the contraction of the telecommunications
industry and the GX Debtors' businesses has reduced their need
for office space and eliminated their need for the Arizona
Property.  Despite the efforts to sublease, the Arizona Property
has been and remains vacant.

Mr. Basta tells the Court that the GX Debtors, with the
assistance of Cushman & Wakefield of California, Inc., have
marketed the Arizona Property extensively.  By agreement dated
August 2, 2000, Cushman & Wakefield was employed by the GX
Debtors for the limited purpose of marketing and selling the
Arizona Property.  Toward that end, Cushman & Wakefield
conducted an extensive direct mail campaign in the Phoenix,
Arizona real estate market.

Mr. Basta reports that Cushman & Wakefield mailed fliers to over
650 brokers in the Phoenix area advertising the Arizona Property
for $975,000.  In addition, Cushman & Wakefield distributed full
marketing packages to over 50 interested parties who registered
with them in response to the direct mail campaign.  Thereafter,
the Arizona Property was shown to over 20 interested parties.
Additionally, Cushman & Wakefield listed the Arizona Property on
commercial real property Web sites http://www.loopnet.comand
http://www.costar.com

As a result of these extensive marketing efforts, Cushman &
Wakefield received three offers from potential qualified buyers
for the Arizona Property, including Food for the Hungry, Inc.
After carefully reviewing the offers received, the Debtors, in
consultation with Cushman & Wakefield, determined that the offer
by Food for the Hungry, amounting to $1,050,000, was the highest
and best offer received for the Arizona Property.

After extensive, arm's-length negotiations, the Debtors and Food
for the Hungry agreed on the terms of the Purchase Agreement.
The salient provisions of the agreement are:

  A. General Terms: The Debtors will sell and convey the Arizona
     Property to Food for the Hungry and Food for the Hungry
     agrees to purchase the Arizona Property from the Debtors;

  B. Deposit And Purchase Price: The Purchase Price for the
     Arizona Property is $1,050,000.  After signing the Purchase
     Agreement, Food for the Hungry will pay a $100,000 deposit
     to First American Title Insurance Company, as escrow agent
     for the transaction.  After termination of the due
     diligence period, the deposit is non-refundable.  Food for
     the Hungry will pay the balance of the purchase price at
     Closing;

  C. Due Diligence Period: Food for the Hungry may inspect the
     Arizona Property for 45 days after the effective date of
     the Purchase Agreement;

  D. Closing: The Closing will take place no later than 15 days
     after the expiration of the due diligence period; and

  E. Default: In the event that either party does not complete
     and timely perform their obligations under the Purchase
     Agreement, at or before Closing and after at least three
     business days notice and opportunity to cure has been given
     to the defaulting party, the non-defaulting party may elect
     to cancel the Purchase Agreement by written notice given to
     the defaulting party.  If the Purchase Agreement is
     canceled, and Food for the Hungry is the non-defaulting
     party, Seller will promptly deliver the deposit to Food for
     the Hungry.  If Food for the Hungry is party in default,
     and the Purchase Agreement is terminated, the Debtors will
     retain the deposit.

The Debtors assert that sufficient business justifications exist
to support the sale of the Arizona Property to Food for the
Hungry.  Mr. Basta points out that the Purchase Agreement
represents substantial value to the Debtors' estates as it
provides cash consideration totaling $1,050,000.  Moreover,
consummation of the sale would relieve the Debtors from the
burden of the continuing maintenance costs in connection with
the now vacant Arizona Property and provides them with
additional working capital to assist in their reorganization.

According to Mr. Basta, the contraction in the economy in 2000
and 2001 directly accounted for the downsizing of businesses
across the country, leading to the existence of excess lease
space in Phoenix, Arizona.  As a result, excess commercial space
was pushed back into the market and tenants searching for
leasing options had an abundance of lease and sublease
alternatives.  The confluence of these factors made it difficult
for the Debtors to sublease the Arizona Property and realize a
profit.  Despite the Debtors' leasing efforts, the space remains
vacant.  As a result, the Debtors are not receiving any income
from the Arizona Property and the property has become a wasting
asset and a cash drain.

Mr. Basta contends that consummation of the sale of the Arizona
Property following the satisfaction of the due diligence and
other conditions in the Purchase Agreement will eliminate the
price risk associated with the commercial property lease market
and realize the value on the Arizona Property before it
depreciates beyond a saleable level.  By selling the Arizona
Property to Food for the Hungry now, the Debtors will realize
more than the asking price.

Mr. Basta insists that the Purchase Agreement is the product of
arm's-length, good faith negotiations between the Debtors and
Food for the Hungry.  The purchase price is fair, reasonable and
commensurate with its market value.  The Debtors and Cushman &
Wakefield have extensively marketed the Arizona Property, have
thoroughly evaluated the bids, and have determined that Food for
the Hungry has provided the highest and best offer that will
yield the most value to the Debtors' estates.

After the closing of a sale of the Arizona Property, Mr. Basta
informs the Court that the Sales Agent Agreement provides that
the Debtors will pay Cushman & Wakefield 6% of the applicable
purchase price or $63,000.  This amount will be shared equally
by Cushman & Wakefield and Colliers Classic Inc., the procuring
broker, in accordance with the Sales Agent Agreement.  This
payment is reasonable and appropriate for the brokerage services
rendered by Cushman & Wakefield, which were instrumental in the
Debtors' success in selling and marketing the Arizona Property.

Accordingly, the GX Debtors sought and obtained the Court's
authority to sell the Arizona Property to Food for the Hungry,
free and clear of liens, claims and encumbrances and exempt from
any and all transfer taxes.  The Court also permits the Debtors
to compensate Cushman & Wakefield for services rendered in
connection with the sale of the Arizona Property. (Global
Crossing Bankruptcy News, Issue No. 33; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


ICO INC: Fiscal First Quarter 2003 Net Loss Tops $2.8 Million
-------------------------------------------------------------
ICO, Inc., (Nasdaq: ICOC) announced first quarter fiscal year
2003 financial results. For the quarter, ICO reported revenues
of $45,248,000, an EBITDA (defined as earnings before interest
expense, taxes, depreciation, amortization, other income
expenses and cumulative effect of accounting change) loss from
continuing operations of $766,000 and an operating loss from
continuing operations of $2,980,000. Net loss from continuing
operations was $2,834,000. Net loss including results from
discontinued operations and the cumulative effect of an
accounting change was $31,181,000 during the quarter. The
cumulative effect of accounting change consisted of a
$28,863,000 charge to write off goodwill and was the result of
the Company's adoption of SFAS 142 "Goodwill and Intangible
Assets" effective October 1, 2002.

Revenues increased $2,378,000 or 6% to $45,248,000 during the
first quarter of fiscal 2003 compared to the first quarter of
fiscal 2002. The improvement was due to an increase in product
sales volumes and the strengthening of the Euro and other
foreign currencies relative to the U.S. Dollar, offset by lower
toll processing revenues and lower sales and service revenues
generated by ICO's concentrate manufacturing operation, Bayshore
Industrial. Management is encouraged by the continuing growth of
the Company's ICORENE(TM) product line of rotational molding
powders. During the first quarter of fiscal 2003, rotational
molding product sales increased 29% compared to the same quarter
last year. Gross margins during the quarter were 16.2%, down
compared to 16.8% for the same quarter last year. Gross margins
declined due to the further erosion of toll processing volumes
and lower Bayshore gross margins due to weak customer demand.
The detrimental gross margin impact of these factors was
partially offset by improving product sales volumes during the
quarter. Despite the decline in gross margins, gross profit
improved modestly up $103,000 or 1% to $7,320,000 during the
quarter. Sales, general and administrative expenses increased
$1,364,000 or 20% to $8,086,000 during the first quarter of
fiscal 2003. As a percentage of revenues, sales, general and
administrative expenses increased to 17.9% of revenue compared
to 15.7% for the same quarter last year. The increase in sales,
general and administrative expenses was primarily due to an
increase in sales and marketing expenses (increased $525,000)
and the impact of the Euro and other foreign currencies
(approximately a $350,000 effect) relative to the U.S. Dollar.
Operating loss increased year-over-year from a loss of
$2,037,000 last year to a loss of $2,980,000 during the first
quarter of fiscal 2003.

Compared to the quarter ended September 30, 2002, revenues
declined $4,545,000 or 9%. The decline was due in large part to
typical seasonal factors, particularly in Europe, as both
product and toll service volumes declined. Bayshore volumes also
declined sequentially due to seasonal factors and weaker
customer demand. Lower volumes resulted in the loss of operating
leverage and caused gross margins to fall from 16.6% during the
fourth quarter of fiscal year 2002 to 16.2%, during the first
quarter of fiscal 2003. Lower gross margins on lower revenues
produced lower gross profit which declined $946,000 or 11% to
$7,320,000 during the first quarter. Due to the impairment,
restructuring and other costs of $1,386,000 recognized during
the quarter ended September 30, 2002, operating loss decreased
$645,000 or 18% to a loss of $2,980,000.

During the quarter, the Company's cash position declined
$122,294,000 primarily due to the repayment of $104,480,000 of
the 10-3/8% Senior Notes due 2007 and related accrued interest
of $5,277,000. Currently, $10,095,000 of 10-3/8% Senior Notes
remain outstanding. While interest expense declined during the
quarter, the full effect of the debt repayment during the
quarter ended December 31, 2002 will be reflected in the
Company's second fiscal quarter results.

Through its ICO Polymers, Inc. subsidiary, ICO, Inc., engineers
and produces specialty polymer powders for the rotational
molding industry, produces specialty concentrates for the film
industry, and provides other polymer processing services. ICO
Polymers operates from 21 locations in ten countries worldwide.

As previously reported, Standard & Poor's withdrew its 'B+'
corporate credit and 'B-' senior unsecured debt rating on ICO
Inc., at the company's request.  


INTEGRATED HEALTH: Wins Okay to Close Rotech Subsidiary Cases
-------------------------------------------------------------
Judge Mary S. Walrath authorizes Rotech Medical Corporation,
Rotech Healthcare, Inc., and its direct and indirect
subsidiaries to close the subsidiary cases effective
December 30, 2002.  The Lead Case of Rotech Medical will remain
open until further order of the Court. (Integrated Health
Bankruptcy News, Issue No. 50; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   


INTERWAVE COMMS: Delays Reverse Split Decision Indefinitely
-----------------------------------------------------------
InterWAVE(R) Communications International, Ltd. (Nasdaq: IWAV),
a pioneer in compact wireless voice communications systems,
announced the Company's board of directors has decided to
indefinitely delay a decision to effect the reverse stock split
approved by shareholders in a Special General Meeting on
January 24, 2003. The decision was reached due to an extension
granted by Nasdaq to interWAVE, as well as the proposed
extension of the minimum bid price rule compliance periods for
all Nasdaq National Market and Nasdaq Small Cap issuers
announced by Nasdaq January 30. More information on this
proposed rule change can be found at http://www.nasdaqnews.com

On February 6, 2003, Nasdaq notified interWAVE that it could
continue to operate under an exception to the minimum bid price
rule pending approval of the proposed rule change by the
Securities and Exchange Commission. Accordingly, interWAVE now
has until at least April 7, 2003, to regain compliance with the
minimum bid price rule. Once approved by the SEC, however, the
proposed rule change will lengthen the grace period for Nasdaq
National Market companies that do not meet the minimum bid price
requirement from 90 to 180 days, and allow companies that meet
various core initial listing criteria a second 180-day grace
period. Nasdaq has informed interWAVE that it appears to qualify
for the second 180-day grace period, which would last until
July 28, 2003.

There can be no assurance that the SEC will approve the proposed
rule change or that the Company will be able to meet the minimum
bid price requirement in the future. In the event that the
Company does not achieve compliance with the minimum bid price
requirement of the Nasdaq National Market, the Company's board
of directors will consider implementing the approved reverse
stock split, and, if necessary, may apply for transfer to the
Nasdaq Small Cap Market.

interWAVE Communications International, Ltd., (Nasdaq: IWAV) is
a global provider of compact network solutions and services that
offer innovative, cost-effective and scalable networks allowing
operators to "reach the unreached." interWAVE solutions provide
economical, distributed networks that minimize capital
expenditures while accelerating customers' revenue generation.
These solutions feature a product suite for the rapid and simple
deployment of end-to-end compact cellular systems and broadband
wireless data networks that deliver scalable IP, ATM broadband
networks. interWAVE's highly portable, mobile cellular networks
and broadband wireless solutions provide vital and reliable
wireless communications capabilities for customers in over 50
countries. The Company's U.S. subsidiary is headquartered at 312
Constitution Drive, Menlo Park, California, and can be contacted
at http://www.iwv.com

                         *    *    *

               Liquidity and Capital Resources

In its Form 10-K filed with the Securities and Exchange
Commission on September 30, 2002, interWAVE stated:

"Net cash used in operating activities in 2002, 2001 and 2000
was primarily a result of net operating losses. Net cash used in
operating activities for 2002 was primarily attributable to net
loss from operations, decreases in accounts payable and accrued
expenses and other liabilities, offset by non-cash depreciation
and amortization and losses on asset impairments and sales, as
well as decreases in inventory and trade receivables and
increases in deferred revenue. For 2001, net cash used in
operating activities was primarily attributable to net loss from
operations, increases in inventory and decreases in accounts
payable, offset by non-cash depreciation and amortization and
losses on asset impairments and sales, as well as decreases in
trade receivables and increases in accrued expenses and other
current liabilities and deferred revenue. For 2000, net cash
used in operating activities were primarily attributable to net
loss from operations and increases in trade receivables, offset
by increases in accounts payable.

"Investing Activities. For 2002, the primary source of cash in
investing activities was the sale of short-term investments. For
2001, our investing activities consisted primarily of the sale
of short-term investments offset by cash used in acquisitions
for $18.5 million. Other uses of cash in investing activities
consisted of purchases of $8.2 million in capital equipment and
intangible assets. We expect that capital expenditures will
decrease due to our continued cost-cutting efforts and
conservation of cash resources. For 2000, the primary use of
cash in investing activities were the purchases of short-term
investments and capital equipment.

"Financing Activities. During 2002, we raised $2.5 million from
the sale of shares and the exercise of warrants, options and
ESPPs. In 2001, the primary use of cash in financing activities
were principal payments on notes payable net of receipts on our
issuance of notes receivable to several of our customers. In
January 2000, we completed our initial public offering, which
raised $116.3 million net of costs.

"Commitments. We lease all of our facilities under operating
leases that expire at various dates through 2006. As of June 30,
2002, we had $7.1 million in future operating lease commitments.
In August 2002, we signed a new lease for 2,300 square feet of
facility with Hong Kong Technology Centre. We moved into the new
office at the end of August 2002. The new lease expires in
August 2004. In the future we expect to continue to finance the
acquisition of computer and network equipment through additional
equipment financing arrangements.

"As of June 30, 2002, we have two capital leases with GE
Capital. Aggregate future lease payments are $0.5 million, $0.5
million and $0.3 million for fiscal years 2003, 2004 and 2005,
respectively.

"Summary of Liquidity. There can be no assurances as to whether
our existing cash and cash equivalents plus short-term
investments will be sufficient to meet our liquidity
requirements. We have had recurring net losses, including net
losses of $64.3 million, $94.1 million and $28.4 million for the
years ended June 30, 2002, 2001 and 2000, respectively, and we
have used cash in operations of $28.8 million, $49.4 million,
and $21.8 million for the years ended June 30, 2002, 2001 and
2000, respectively. Management is currently forming and
attempting to execute plans to address these matters. These
plans include achieving revenues and margins that will sustain
levels of spending, reducing levels of spending, raising
additional amounts of cash through the issuance of debt, equity
or through other means such as customer prepayments. If
additional funds are raised through the issuance of preferred
equity or debt securities, these securities could have rights,
preferences and privileges senior to holders of common stock,
and the terms of any debt could impose restrictions on our
operations. The sale of additional equity or convertible debt
securities could result in additional dilution to our
stockholders, and we may not be able to obtain additional
financing on acceptable terms, if at all. If we are unable to
successfully execute such plans, we may be required to reduce
the scope of our planned operations, which could harm our
business, or we may even need to cease operations. In this
regard, our independent auditor's report contains a paragraph
expressing substantial doubt regarding our ability to continue
as a going concern. We cannot assure you that we will be
successful in the execution of our plans."


J. CREW GROUP: Comp Store Sales Plummet 19% in January
------------------------------------------------------
J. Crew Group, Inc.'s revenues for the four weeks ended
February 1, 2003 were $33.7 million compared to $35.9 million
for the four weeks ended February 2, 2002, a decrease of
6.1%.  Comparable store sales for the Retail division declined
19.0% for the four weeks ended February 1, 2003 versus the
comparable period last year.  Net sales for the Direct division
decreased 4.5% for the comparable four week period.

For the 13 weeks ended February 1, 2003 revenues were $241.7
million versus $246.7 million for the 13 weeks ended February 2,
2002.  Comparable store sales for the Retail division declined
7.5% and net sales for the Direct division decreased 6.2% for
the comparable 13 week period.

For the 52 weeks ended February 1, 2003, revenues were $766.3
million versus $778.0 million for the 52 weeks ended February 2,
2002, a decrease of 1.5%.  Comparable store sales for the Retail
division declined 10.4% for the 52 weeks ended February 1, 2003
versus the comparable period last year.  Net sales for the
Direct division decreased 4.0% for the comparable 52 week
period.

Commenting on the results, Scott Rosen, Chief Financial Officer,
noted, "Given the difficult economic environment this year,
which resulted in less store traffic, we maintained tight
control over inventories and expenses, mitigating our negative
comp store sales trend.  Our January results reflect deeper
discounts to clear inventories.  At year-end, total inventories
were down approximately 18% and comp store inventories were down
35%.  We expect full year EBITDA to be in line with our previous
guidance, before severance charges and other one-time employment
related costs of approximately $13 million."

J. Crew Group, Inc., is a leading retailer of men's and women's
apparel, shoes and accessories.  As of February 1, 2003, the
Company operated 152 retail stores, the J. Crew catalog
business, jcrew.com, and 43 factory outlet stores.

                         *     *     *

As previously reported, Standard & Poor's 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 16 months and weakening credit protection
measures. The outlook's negative.  In late January, Ex-Gap CEO
Mickey Drexler climbed aboard as J. Crew's new Chairman and CEO.  


MACKIE DESIGNS: Expects to Close Sun Capital Deal by Friday
-----------------------------------------------------------
Mackie Designs Inc., said its transaction with Sun Capital is
currently anticipated to close on or before February 14, 2003.
The Company also noted that, as previously announced, it had
applied for voluntarily delisting from the Nasdaq Stock Market
in connection with the Sun transaction. In accordance with that
application, effective February 7, 2003, Mackie's common shares
will cease trading on the Nasdaq Stock Market. An application
has been filed with the National Association of Securities
Dealers' Over-the-Counter Bulletin Board for quotation of Mackie
Designs' shares. The Company is awaiting final approval from the
National Association of Securities Dealers for quotation of its
common stock on the OTC Bulletin Board.

Mackie Designs is a leading designer, manufacturer and marketer
of professional audio equipment. The Company sells audio mixers,
mixer systems, power amplifiers, and professional loudspeakers.
For more information, visit http://www.mackie.com  

                          *     *     *

                Liquidity and Capital Resources

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

"At September 30, 2002, we were out of compliance with certain
of the financial covenants of our credit agreement with the U.S.
bank. We were out of compliance with certain of these covenants
in 2001 and the first quarter of 2002 but were able to
restructure the covenants and receive waivers for these
violations. The lender can declare an event of default, which
would allow it to accelerate payment of all amounts due under
the credit agreement. Additionally, this non-compliance may
result in higher interest costs and/or other fees. We are highly
leveraged and would be unable to pay the accelerated amounts
that would become immediately due and payable if a default is
declared. As a result of this non-compliance, the total of Term
Loans A and B is classified as a current liability under the
caption, 'Long-term debt callable under covenant provisions.'

"We have taken various actions to ensure our ongoing ability to
cover scheduled debt servicing payments. In the third and fourth
quarters of 2001 we laid off some of our personnel and closed
certain facilities. There have been additional headcount
reductions in the third quarter of 2002 and we expect more to be
incurred in the remainder of the year. Throughout 2002, we have
maintained close controls over capital expenditures. Finally, we
are pursuing a variety of alternative financing sources,
including loan restructuring, possible equity investment and/or
divestiture of certain operating assets.

"If management controls over spending are successful and costs
of sales and overhead costs reduced to levels consistent with
our sales, we believe that our cash and available credit
facilities, along with cash generated from operations will be
sufficient to provide working capital to fund operations over
the next twelve months. Although there is no assurance,
additional credit facilities may be available from our existing
lender or from other sources."


LA PETITE: Seeking Covenant Violation Waiver Under Credit Pact
--------------------------------------------------------------
As previously disclosed, LaPetite Academy Inc., was not in
compliance with certain of the financial covenants contained in
its Credit Agreement for the third quarter ended April 6, 2002
and had received limited waivers thereunder on May 20, 2002 and
August 15, 2002, through the periods ended August 15, 2002 and
September 30, 2002, respectively. In addition, the Company was
not in compliance with certain of the financial and
informational covenants contained in the Credit Agreement for
the fourth quarter ended June 29, 2002.

On September 30, 2002, the Company and its parent, LPA Holding
Corp., received a limited waiver of noncompliance with such
financial and informational covenants through the period ended
November 1, 2002. On November 1, 2002, the Company obtained an
extension of the September 30, 2002 waiver. On November 15,
2002, the Company obtained a second extension of the
September 30, 2002 waiver. On December 2, 2002, the Company
obtained a third extension of the September 30, 2002 waiver. On
December 6, 2002, the Company obtained a fourth extension of the
September 30, 2002 waiver.

In addition, the Company was not in compliance with certain of
the financial and informational covenants contained in the
Credit Agreement for the first quarter ended September 30, 2002.
On December 16, 2002, the Company and its parent, LPA Holding
Corp., received a limited waiver of noncompliance with the
foregoing financial and informational covenants. The limited
waiver received on December 16, 2002 provides that the lenders
will not exercise their rights and remedies under the Credit
Agreement with respect to such non-compliance during the period
through January 30, 2003. In addition, the Company expects that
it will not be able to comply with certain of the financial
covenants contained in the Credit Agreement for the second
quarter of fiscal 2003. On January 30, 2003, the Company
obtained an extension of the December 16, 2002 limited waiver.
The extension received on January 30, 2003, provides that the
lenders will not exercise their rights and remedies under the
Credit Agreement with respect to such non-compliance during the
period through February 7, 2003.

The Company and LPA Holding Corp., expect to continue
discussions with the lenders under the Credit Agreement (a) to
obtain a permanent waiver of the financial covenant non-
compliance for the quarterly periods ending April 6, 2002,
June 29, 2002, and October 19, 2002, (b) to obtain a permanent
waiver of the covenant non-compliance occurring in connection
with the Company's restatement of its financial statements for
prior periods, (c) to obtain a permanent waiver of the
informational covenant non-compliance, and (d) to amend its
financial and other covenants, commencing with the quarterly
period ending on January 11, 2003, based on the Company's
current operating conditions and projections. There can be no
assurance that the Company will be able to obtain such a
permanent waiver and/or amendment to the Credit Agreement. The
failure to do so would have a material adverse effect on the
Company.


LYONDELL CHEMICAL: Board Declares Regular Quarterly Dividend
------------------------------------------------------------
On Feb. 7, 2003, the Board of Directors of Lyondell Chemical
Company (NYSE: LYO) declared a regular quarterly dividend of
$0.225 per share of common stock to stockholders of record as of
the close of business on Feb. 25, 2003.

Lyondell has two series of common stock outstanding: Common
Stock and Series B Common Stock.  The regular quarterly dividend
on each share of outstanding Common Stock is payable in cash on
March 17, 2003.  Lyondell has elected to pay the regular
quarterly dividend on each share of outstanding Series B Common
Stock in kind in the form of additional shares of Series B
Common Stock on March 31, 2003.

Lyondell Chemical Company -- http://www.lyondell.com--  
headquartered in Houston, Texas, is a leading producer of:
propylene oxide (PO); PO derivatives, including toluene
diisocyanate (TDI), propylene glycol (PG), butanediol (BDO) and
propylene glycol ether (PGE); and styrene monomer and MTBE as
co-products of PO production.  Through its 70.5% interest in
Equistar Chemicals, LP, Lyondell also is one of the largest
producers of ethylene, propylene and polyethylene in North
America and a leading producer of ethylene oxide, ethylene
glycol, high value-added specialty polymers and polymeric
powder. Through its 58.75% interest in LYONDELL-CITGO Refining
LP, Lyondell is one of the largest refiners in the United
States, principally processing extra heavy Venezuelan crude oil
to produce gasoline, low sulfur diesel and jet fuel.

As previously reported in Troubled Company Reporter, Standard &
Poor's placed its ratings, including its 'BB' corporate credit
rating, on Lyondell Chemical Co., on CreditWatch with negative
implications based on concerns about the reliability of crude
oil deliveries from Venezuela to one of its affiliates.

"The CreditWatch placement reflects elevated concerns related to
58.75%-owned LYONDELL-CITGO Refining LP, and the potential
that recent operating disruptions caused by the lack of crude
oil deliveries from Venezuela, if not resolved soon, could
negatively affect credit quality at Lyondell", said Standard &
Poor's credit analyst Kyle Loughlin. LCR reportedly has reduced
its production by almost half in response to a general strike
against the Chavez administration and related disruptions
at the state-owned oil company, PDVSA.


METROPOLITAN ASSET: Fitch Drops Class B-1 Note Rating to D
----------------------------------------------------------
Fitch Ratings performed a review of the Metropolitan Asset
Funding transactions. Based on the review, the following actions
have been taken:

    Series 2000-A

    --Classes A-2 - A-4 affirmed at 'AAA';

    --Class M-1 affirmed at 'AA';

    --Class M-2 downgraded to 'BBB-' from 'A' and placed on
      Rating Watch Negative;

    --Class B-1 downgraded to 'D' from 'BBB'.

    Series 2000-B

    --Classes A-1-A & A-1-F affirmed at 'AAA';

    --Class M-1 affirmed at 'AA';

    --Class M-2 affirmed at 'A';

    --Class B-1 affirmed at 'BBB'.

The actions taken on series 2000-A reflect the poor performance
of the underlying collateral in the transaction. Higher than
expected losses have resulted in the depletion of
overcollateralization and the write down of the B-1 class. The
structure does not allow for any class to be written back. As of
the January 25 distribution, the class M-2 credit enhancement
was $4,316,488 or 6.23%. In addition, there was approximately
1.25% in excess cash. Because of the sizeable amount of loans
remaining in the delinquency pipeline, including approximately
6% in foreclosure and 5% in real estate owned, the M-2 class is
downgraded to 'BBB-' and is placed on Rating Watch Negative.
Cumulative losses to date are 3.01% for series 2000-A, with an
average loss over the last twelve months of approximately
$300,000. Ocwen is servicing this transaction.

As of the Jan. 25, 2003 remittance date, series 2000-B has
$4,533,284 or 2.88% in o/c. In addition, there was approximately
2.50% in excess cash. Fitch believes that the current level of
o/c provides sufficient credit enhancement to maintain the
ratings of the certificates despite the level of loans in the
pipeline. As of the Jan. 25 distribution date, the pipeline
includes approximately 5.50% in foreclosure and approximately 5%
in REO. Cumulative losses to date are 2.56% for series 2000-B
with an average loss over the last twelve months of
approximately $550,000. Ocwen is servicing this transaction.


NASH FINCH: Seeking SEC Concurrence with Accounting Approach
------------------------------------------------------------
Nash Finch Company (Nasdaq:NAFCE) has provided the staff of the
Office of the Chief Accountant of the Securities and Exchange
Commission with a written communication seeking OCA concurrence
with the Company's conclusion that Count-Recount charges were
properly accounted for in accordance with generally accepted
accounting principles. The Company's letter also requests a
meeting with the OCA at which the Company's accounting for
Count-Recount charges can be discussed and confirmed. As
previously disclosed, the Company's treatment of Count-Recount
charges was the subject of the Commission's informal inquiry
commenced in October 2002, with which the Company has been
cooperating. The amount of these charges during the Company's
most recent three fiscal years, on a pre-tax dollar basis, were
approximately $6.7 million in fiscal year 2000, $8.6 million in
fiscal year 2001, and $3.8 million through the second quarter of
fiscal year 2002, and were recorded as reductions in cost of
sales, representing .19%, .24% and .23% of cost of sales for
those respective time periods. Pre-tax income in the same
periods was $27.5 million, $36.3 million, and $23.2 million, and
net cash provided by operating activities for the same periods
was $85.5 million, $89.5 million, and $49.4 million.

"As we previously reported, an internal investigation of the
Company's practices and procedures with respect to Count-Recount
charges was commenced when we received the Commission's inquiry.
This was done in conjunction with our Audit Committee and
special outside counsel. The Company has submitted its position
to the OCA explaining in detail our views that our accounting
has been correct," said Ron Marshall, Chief Executive Officer.
"We look forward to presenting our views in person and hope that
the OCA will provide the necessary reassurance so we can move
forward with the release of our financial results."

In addition, as previously disclosed in a Form 8-K filed with
the Commission on February 4, 2003, Deloitte & Touche LLP
resigned on January 28, 2003 as the independent public
accountants of the Company. That filing is available on the
Company's Web site http://www.nashfinch.com The Company has not  
yet engaged a successor auditor, but is in the process of
attempting to do so. The Company also disclosed in the same
filing that it was notified on February 4, 2003 by the staff of
the Division of Enforcement of the Commission that the
Commission has approved a formal order of investigation of the
Company. The Company is advised that it is not unusual for SEC
informal inquiries to proceed to the formal order stage. A
formal order of investigation, among other things, permits the
SEC to subpoena documents and testimony. The order directs a
private investigation relating to whether the Company violated
various provisions of the federal securities laws and rules
thereunder, including the duty to file truthful and accurate
reports, keep accurate books and records, and make truthful
statements with respect to the purchase, sale or offering of
securities. The Company intends to work actively with the
Commission to bring this matter to a favorable conclusion.

In the event that the Office of the Chief Accountant does not
concur with the Company's position that it has properly
accounted for Count-Recount charges, or the Division of
Enforcement of the Commission recommends other action against
the Company, or in the event that the Company is unable to
engage a successor auditor in a timely fashion and make all
required filings with the Commission and Nasdaq in a timely and
compliant manner, such events may result in material adverse
consequences to the Company, which may include breaches of loan
covenants, liquidity issues and the delisting of the Company's
securities from the Nasdaq National Market.

Nash Finch Company is a Fortune 500 company and one of the
leading food retail and distribution companies in the United
States with approximately $4 billion in annual revenues. Nash
Finch owns and operates 112 stores in the Upper Midwest,
principally supermarkets under the AVANZA(R), Buy n Save(R),
Econofoods(R), Sun Mart(R) and Family Thrift Center(R) trade
names. In addition to its retail operations, Nash Finch's food
distribution business serves independent retailers and military
commissaries in 28 states, the District of Columbia and Europe.
Further information is available on the Company's Web site at
http://www.nashfinch.com  


NASH FINCH: Deloitte's Resignation Prompts S&P to Cut Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Nash Finch Co., to 'B+' from 'BB'. The rating remains
on CreditWatch with negative implications.

Approximately $327 million of the Minneapolis, Minnesota-based
company's debt is affected by this action.

The downgrade reflects Standard & Poor's concern regarding the
January 28, 2003 resignation of Deloitte & Touche LLP as Nash
Finch's independent auditor and the SEC's order for a formal
investigation into count-recount charges assessed to the
company's vendors.

"Due to the ongoing SEC investigation, Nash Finch has yet to
file its third quarter 2002 financial statements. As Nash Finch
has not obtained formal waivers from its bank group and
bondholders, we believe that meaningful delays in resolving
these issues could significantly pressure the company's
liquidity," said Standard & Poor's credit analyst Patrick
Jeffrey.

On October 30, 2002, Nash Finch postponed its third quarter 2002
earnings release due to the SEC commencing an informal inquiry
into certain practices and procedures related to promotional
allowances from vendors that reduce cost of goods sold.

Standard & Poor's will continue to follow the developments of
these issues. Resolution of the CreditWatch listing will be
based on their impact on the company's credit protection
measures and an updated assessment of Nash Finch's operations.

                     Ratings List

                             To               From
Nash Finch Co.

  Corporate credit rating    B+/Watch Neg     BB/Watch Neg
  Senior secured bank loan   B+/Watch Neg     BB/Watch Neg
  Subordinated debt          B-/Watch Neg     B+/Watch Neg


NATIONAL CENTURY: Cash Collateral Pact in Place through May 2
-------------------------------------------------------------
Alvarez & Marsal prepared and delivered to the Court two sets of
cash flow forecasts titled:

  * National Century Financial Enterprises, Inc., Thirteen Week
    Projected Cash Flow report (updated January 8, 2003) for the
    period from January 10 to April 4, 2003, available at no
    charge at http://bankrupt.com/misc/NC030404.pdfand

  * National Century Financial Enterprises, Inc., Sixteen Week
    Projected Cash Flow report (updated January 21, 2003) for
    the period from January 17 to May 2, 2003, available at no
    charge at http://bankrupt.com/misc/NC030502.pdf

                           Objections

1. U.S. Trustee

Saul Eisen, the U.S. Trustee for Region 9, objects to the
Debtors' motion on these grounds:

A. Reservation of Rights Period Should Be Extended

   The proposed order provides that "Creditors Committee will
   have 60 days from the date of entry of the Order to challenge
   the validity, priority and extend of the prepetition liens
   and security interests of the Indenture Trustee . . ."  Dean
   Wyman, Esq., in Cleveland, Ohio, argues that the review
   period should not be limited to 60 days.  In many ways, this
   case resembles a liquidation under Chapter 7 of the
   Bankruptcy Code where the Indenture Trustees are not
   providing new financing.

   The Debtors are not operating and the expenses that are to be
   paid out of the cash collateral are directed toward
   collection of the Debtors' accounts receivable and assets.
   These are the very assets in which the Indenture Trustees
   assert interests.  Mr. Wyman notes that the interests of the
   Indenture Trustees in this case are very valid.  Therefore,
   the time limit for objecting to the interests of the
   Indenture Trustees should be extended to more than 60 days.

B. All Parties-In-Interest Should Have Standing To Object

   Mr. Wyman asserts that any trustee, any creditor, any party-
   in-interest should have the full opportunity to investigate
   and attack any interest asserted by the Indenture Trustees.
   Therefore, all parties-in-interest should be afforded the
   chance to challenge the Indenture Trustees' interest.

C. Adequate Protection Should Be Limited To The Reduction In The
   Value Of Collateral During The Period That The Automatic Stay
   Applies

   Secured creditors are entitled to adequate protection to
   protect against the reduction of the value of their interests
   in estate assets during the period the automatic stay
   applies.

   Mr. Wyman notes that the proposed order does not calibrate
   adequate protection to the decline of the cash collateral
   caused by the automatic stay, or to the extent that the cash
   collateral is reduced.  Rather the order provides:

      "In order to provide the respective Indenture Trustees
      with adequate protection with respect to any decrease in
      the value of their interest in the Prepetition Collateral
      and the Cash Collateral resulting from the stay imposed
      under Section 362 of the Bankruptcy Code, or the use of
      such property by the Debtors, the Indenture Trustees will
      have and hereby are granted, a lien against and security
      interest in all presently owned and hereafter-acquired
      property, assets and rights, of any kind or nature, of the
      Debtors, wherever located, including any case of action of
      the Debtors' estates arising under Chapter 5 of the
      Bankruptcy Code . . ."

   Although the first clause of the first sentence refers to the
   decrease in the value of collateral resulting from the
   imposition of the automatic stay, the remainder of the
   sentence grants the Indenture Trustees additional collateral
   without qualifications.   This additional collateral is
   comprehensive.  It is include all estate assets, including
   fraudulent conveyance actions.  Mr. Wyman argues that this
   provides the Indenture Trustees with more than adequate
   protection.

   Moreover, granting the Indenture Trustees additional
   collateral is not supported by the Debtors' request.  The
   Debtors have not demonstrated that the automatic stay has
   resulted in any decline in the value of the collateral of the
   Indenture Trustees.  The use of the cash collateral is
   directed toward preserving estate assets in which the
   Indenture Trustees have interest.  The range of actions taken
   by the Debtors in the case at bar suggests that they are
   protecting the Indenture Trustees' interests.  Therefore, the
   Debtors have not shown that the Indenture Trustees have been
   denied of adequate protection of their interests.

   Furthermore, Mr. Wyman adds, it is unacceptable to grant the
   Indenture Trustees comprehensive estate assets.  The
   Indenture Trustees are entitled to adequate protection.  They
   should not be granted rights to additional collateral that
   would permit them to improve their positions.  The proposed
   cash collateral order should preserve positions.  It should
   not be the vehicle to transfer valuable interests to the
   Indenture Trustees not supported by the principles of
   adequate protection.

D. Section 507(b) Protections

   The Indenture Trustees have rights pursuant to Section 507(b)
   of the Bankruptcy Code which are self-explanatory.  They
   should not be classified as a superpriority administrative
   expense.

E. Waiver of Section 506(c) Charges

   The proposed order defines the "Carve-Out" but is not clear
   which expenses are included in it.  The proposed order
   suggests that the Indenture Trustees are releasing collateral
   to pay all professional fees until there is a termination
   event.  However, the majority of expenses related to this
   case are closely related to the Indenture Trustees'
   interests. Therefore, there is no basis to limit the scope of
   Section 506(c) of the Bankruptcy Code.

F. Relationship Between The Directors Of The NCFE And JPMorgan

   Two of the three members of the NCFE Board of Directors are
   associated with the JPMorgan Firm.  JPMorgan is the Indenture
   Trustee for NPF VI.  These relationships, Mr. Wyman says,
   require that the terms of the proposed order be reviewed
   strictly.

G. Monthly Payment to Professionals

   The budget attached to the proposed order details periodic
   payments to the Jones Day law firm, the Bricker law firm, and
   American Express Healthcare.  The U.S. Trustee objects to the
   Debtors' request to make monthly payments to professionals.

In conclusion, the Indenture Trustees should be provided
adequate protection, but they should not be granted additional
rights beyond the adequate protection of their interests.  Thus,
the U.S. Trustee asks the Court to consider these grounds and
grant relief as may be appropriate.

2. Amedisys, Inc., et al.

Stephen E. Chappelear, Esq., at Hahn, Loeser, & Parks, in
Columbus, Ohio, recounts that nearly four years ago, Amedisys,
Inc., America Home Health, Inc. of Georgia, Healthfield Services
of Middle Georgia, Clinical Arts Home Care Services, Inc.,
Central Home Health Care, Tugaloo Home Health Agency,
North Georgia Home Health Agency, Coosa Valley Home Health,
Amedisys Louisiana, Amedisys North Carolina LLC, Amedisys
Oklahoma, LLC, Amedisys Tennessee, LLC, America Home Health Inc.
of Virginia, Amedisys Northwest, LLC, Amedisys Specialized
Medical Services, Inc., America Home Health Inc. of South
Carolina, Amedisys Quality Oklahoma, LLC and Home Health of
Alexandria, Inc., each entered into a contractual relationship
with the NCFE entities as a means of financing its ongoing
business operations through its accounts receivable.  Each
Amedisys entity entered into a separate Sale and Subservicing
Agreement with NPF VI and NPFS on December 10, 1998.

Under the terms of the Sales Agreements, NPF VI agreed to
purchase certain accounts receivable from Amedisys at certain
designated times.  NPF VI established accounts with the
corporate trust department of JPMorgan Chase.  Collections of
both the Purchased Receivables and the Non-Purchased Receivables
were deposited into one or more of these accounts.  Under the
Sale Agreements, NPF VI and NPFS acknowledge that certain
amounts deposited with JPMorgan Chase related to Non-Purchased
Receivables and notwithstanding their deposit into the JPMorgan
Chase accounts, the amounts are owned by Amedisys.  Moreover,
NPFS is obligated by JPMorgan Chase to return all of these
amounts to Amedisys.

On November 7, 2002, NCFS delivered to JPMorgan Chase to release
to Amedisys $7,339,583 under the terms of the Sale Agreements.
However, JPMorgan refused.  Consequently, Amedisys filed a
complaint demanding the release of the Collection Amount
relating to Non-Purchased Receivables for $7,737,569, as of
October 30, 2002.

On November 13, 2002, JPMorgan Chase acknowledged its obligation
to return to Amedisys any amounts that relate to the Non-
Purchased Receivables.  However, in order to properly account
for the amounts, JPMorgan announced that it would take an
undetermined, but apparently substantial, amount of time to
perform an accounting of its accounts related to the Debtors to
determine the exact amounts it holds that belong to the various
parties who have claims against those accounts.

In summary, Mr. Chappelear notes, JPMorgan Chase cannot account
for the beneficial ownership of the funds in its possession and
refuses to verify the existence of, and turnover to Amedisys not
less than $7,339,583 owned pending an accounting of an
undetermined duration.  One or more of the Debtors, Mr.
Chappelear points out, have acknowledged that the funds belong
to Amedisys and are not property of any of the Debtors.

Thus, Mr. Chappelear contends, the Debtors are not authorized to
use the funds and any order concerning the use of the cash or
cash collateral must prohibit use of any of the funds in the
JPMorgan Chase's possession until:

  -- the funds are returned to Amedisys, or, in the alternative,

  -- adequate protection is provided to Amedisys by virtue of
     the escrow of not less than $7,339,538 in an interest-
     bearing federally-insured account.

3. Provident Bank

Yvette A. Cox, Esq., at Arter & Hadden, in Columbus, Ohio,
argues that it is impossible to determine the impact of the
benefits awarded to NPF VI and NPF XII under the proposed Cash
Collateral Order.

The Debtors allegedly need immediate access to fund to continue
their business operations "in the ordinary course."  However,
Ms. Cox argues, the Debtors are not continuing those business
operations in the ordinary course postpetition.  No new accounts
receivable or medical receivables are being generated, purchased
or financed by the Debtors.  No new capital loans are being made
and no new leases are being entered into.  It is virtually a
certainty that use of cash collateral will diminish the estates
of NPF VI, NPF XII or NCFE.

Provident also speculates that there is a very real possibility
that assets of the possibly solvent estate of NPF X would be
used for the benefit of the estates of NPF VI and NPF XII.  
Depleting the assets of the estate of one Debtor to the
detriment of its creditors for the benefit of the estates of
other Debtors is simply not appropriate.

Moreover, a waiver of the Section 506(c) rights is not adequate
protection; rather, it is a direct waiver of rights of this
estate and any subsequent trustee to properly administer and
liquidate the assets NPF VI and NPF XII and for the estates of
NPF VI and NPF XII to pay their "fair share" in the liquidation.

Accordingly, Provident asks the Court to deny the Debtors'
request or, alternatively, condition any order granting the
Debtors a right to use cash collateral to address its concerns
raised in this Objection.

                     *     *     *

After due deliberation, the Court permits the Debtors to use the
Cash Collateral until May 2, 2003.  However, Judge Calhoun
emphasizes that the Cash Collateral may not be used to make
loans, purchase receivables or provide any form of financing to
health care providers without the consent of the Indenture
Trustees, the NPF XII and NPF VI subcommittees and upon further
Court order.

The Court rules that the Cash Collateral located in the Lockbox
Accounts will be transferred to the Debtors for use as Cash
Collateral and no funds will be used from any NPF VI or NPF XII
accounts, including, without limitation, any NPF VI or NPF XII
reserve account; provided, however, that no funds in the Lockbox
Accounts or other accounts of or claimed or controlled by the
Debtors, including funds consisting of proceeds of accounts
receivable purchased from, generated by or of: (a) Amedisys,
Inc., and its affiliates, (b) Greater Southeast Community
Hospital Corporation I and its debtor-affiliates -- the DCHC
Debtors, (c) International Philanthropic Hospital Foundation
doing business as Granada Hills Community Hospital, or (d)
Baltimore Emergency Services II, LLC and its debtor-affiliates
will be transferred to the Debtors for use as Cash Collateral.

Judge Calhoun orders the Debtors to provide accountings of all
funds on hand as of, or collected since, the Petition Date and
continuing for so long as the Debtors continue to receive funds
representing proceeds of accounts receivable and other receipts
or funds generated by, of, or in connection with the operations
of the businesses of Amedisys, the DCHC Debtors, Granada Hills
and the BES Debtors.  The Court directs the Debtors to promptly
turn over to the DCHC Debtors or the BES Debtors their Cash
Collections, in accordance with the terms of the cash collateral
orders entered in the pending Chapter 11 bankruptcy cases of the
DCHC Debtors and the BES Debtors.

The Creditors' Committee will have until May 29, 2003 to
initiate an avoidance action or other action for
re-characterization or subordination.

The maximum amount of Cash Collateral that may be used to fund
the Creditors' Committee's investigation of whether to bring
Avoidance Action will be limited and capped at $150,000, and no
Cash Collateral may be used to file or prosecute any Avoidance
Action.

The Indenture Trustees, the Committee, the Subcommittees and
their agents will be given access to the books, records and
documents of the Debtors including, without limitation, the
check registers, general ledgers, journal entries, payroll
journals, cash activity reports, aged accounts receivable, aged
accounts payable, bank reconciliation, canceled checks, bank
debit and credit advices, bank statements, leases and contracts.

The Debtors are directed to provide weekly written reports to
the Indenture Trustees and to the members of the Creditors'
Committee, which reports will contain:

  (a) receivables and advance balances, on a per provider basis
      including affiliates, for all providers;

  (b) separate lists for:

      -- all providers that have filed for bankruptcy relief,
         and

      -- all providers that have not filed for bankruptcy
         relief;

  (c) identification, nature, location and status of any
      receivables collections that the Debtors have reason to
      believe may have been diverted at any time from the
      various lockbox accounts maintained by the Debtors in
      respect of the NPF VI and NPF XII facilities;

  (d) the cash collateral needs, for the succeeding week,
      asserted by each provider that has filed for bankruptcy
      relief, and a copy of any and all reports provided to the
      Debtors pursuant to cash collateral orders entered
      by bankruptcy courts in the providers' bankruptcy cases;

  (e) a credit analysis with respect to each provider, as
      these:

      -- all available credit analyses will be supplied by
         January 15, 2003;

      -- following the submission of the initial report, each
         succeeding weekly report will include no fewer than 5
         additional credit analyses until credit analyses have
         been supplied for all providers; and

      -- to the extent reasonably practicable, each credit
         analysis so provided will be updated quarterly;

  (f) nature and status of all discussions with the providers
      that are in bankruptcy with respect to their efforts to
      obtain debtor in possession financing, with the report
      updated weekly until final debtor in possession financing
      for the provider is in effect pursuant to an order of the
      applicable Bankruptcy Court, and the material terms of any
      debtor in possession financing so obtained;

  (g) status report with respect to all material discussions
      with providers regarding any potential settlements and/or
      buyouts relating to the NPF VI and NPF XII facilities; and

  (h) identification, nature, location and status of any and all
      assets that may be collateral of the Noteholders under the
      NPF VI and NPF XII facilities, including assets held by
      insiders, affiliates or agents of the Debtors. (National
      Century Bankruptcy News, Issue No. 7; Bankruptcy
      Creditors' Service, Inc., 609/392-0900)


NATIONAL STEEL: Earns Approval of Russell Settlement Agreement
--------------------------------------------------------------
National Steel Corporation, together with its debtor-affiliates
Obtained the Court's approval of their settlement agreement with
Robert E. Russell, Molten Steel Products, Inc., and Steel
Services & Specialties, Inc., which compromises their claims
against the Russell Parties.

The pertinent terms of the Settlement Agreement include:

    -- The Russell Parties will cause to be paid by wire
       transfer to National Steel in immediately available funds
       the sum of $2,200,000 to be paid in three installments:

       (1) $1,000,000 was paid on December 13, 2002 as the first
           installment;

       (2) $750,000 will be paid on January 31, 2003 as second
           installment; and

       (3) $450,000 will be due by May 31, 2003 as final
           installment.

       The Settlement Amount will be reduced to $2,175,000 if
       the Russell Parties make their final payment by January
       31, 2003;

    -- Any payments will be held in an interest-bearing trust
       account by Williams & Connolly LLB, National Steel's
       counsel pending Bankruptcy Court Approval;

    -- Within five business days after receiving the full
       payment of each of the Second and Third Installments,
       National Steel will return to the Russell Parties'
       counsel a letter of credit securing the installment for
       which the payment was made;

    -- The Russell Parties will cooperate fully with National
       Steel in any litigation to the subject matter of Mr.
       Russell's guilty plea.  The Russell Parties also waive
       any and all claims against National Steel; and

    -- National Steel will not seek further restitution from any
       Russell Party relating to the subject matter of the Plea.

As previously reported, the claims arise out of Mr. Russell's
entry of a guilty plea on July 23, 2002 before the U.S. District
Court for the Southern District of Illinois to one count of mail
fraud and one count of false tax return, in connection with a
bribery scheme against National Steel.  In pleading guilty, Mr.
Russell, whose companies supplied raw materials to National
Steel, confessed that he paid a high-ranking officer at National
Steel $991,763 in bribes between 1994 and 1999 to help secure
National Steel business for the Russell Parties.

National Steel had urged the U.S. Attorney's Office and the U.S.
Probation Office to seek $3,553,742 in criminal restitution for
National Steel from Mr. Russell.  The restitution charges
consist of three categories of damages:

    (a) $991,763 for the illegal kickbacks bestowed on the
        National Steel employee, which National Steel would
        otherwise have obtained in the form of a discount on the
        materials it purchased from the Russell Parties;

    (b) $1,374,719 for cost incurred to employ the NSC officer
        during his years of disloyalty; and

    (c) $1,187,260 for the Debtors' cost of lost use of funds as
        a result of the bribery scheme.

Russell vigorously opposed the restitution claim, arguing that:

   (1) the claims for the cost the Debtors incurred as a result
       of the employment of the disloyal officer and the cost of
       lost use of funds as a result of the bribery scheme were
       not appropriate under restitution statutes;

   (2) he is entitled to set off the Debtors' claims for the
       illegal kickbacks based on his prepetition and
       administrative claims against NSC; and

   (3) he is entitled to a further set-off as a result of the
       Debtors' January 2001 settlement, worth at least
       $3,000,000, with the officer receiving the bribes.

Based on the arguments presented by the National Steel and the
Russell Parties, the Probation Office subsequently informed the
sentencing court that it recommended $991,773 in criminal
restitution to National Steel and that it was not aware of
statutory authority to support the rest of National Steel's
claims for damages. (National Steel Bankruptcy News, Issue No.
24; Bankruptcy Creditors' Service, Inc., 609/392-0900)

National Steel Corp.'s 9.875% bonds due 2009 (NSTL09USR1) are
trading at about 78 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=NSTL09USR1
for real-time bond pricing.


NATIONSRENT: UST Says Disclosure Statement Lacks Information
------------------------------------------------------------
Donald F. Walton, Acting United States Trustee for Region 3,
asserts that NationsRent Inc., and its debtor-affiliates'
proposed Disclosure Statement does not provide "adequate
information" to creditors on these subjects:

  (a) Compensation of the Reorganized NationsRent's Directors

      The compensation to be paid to the Reorganized
      NationsRent's directors will be disclosed in a filing made
      no later than ten days before the Confirmation Hearing.
      In other words, that filing may occur after the Voting
      Deadline has passed and ballots have been tabulated.

      The U.S. Trustee asserts that the Debtors should be
      required to disclose the required information no later
      than 10 days before the Voting Deadline and to make that
      information publicly available on the World Wide Web.  If
      those parties eligible to vote on the plan do not have
      that information before the Voting Deadline, the U.S.
      Trustee points out that the disclosure requirement of
      Section 1129(a)(5)(B) of the Bankruptcy Code is rendered
      superfluous.

  (b) Compensation of the Reorganized NationsRent's Officers

      There is also a need to disclose the proposed compensation
      of the Reorganized Nationsrent's officers post-emergence.
      The U.S. Trustee contends that the information contained
      in the Disclosure Statement -- total compensation for
      1999-2001 -- is stale.

  (c) Disclosure of Insider Claims

      While there is some discussion of existing indemnity
      obligations, the U.S. Trustee contends that all claims
      held by insiders should be identified and discussed in a
      separate section of the Disclosure Statement. (NationsRent
      Bankruptcy News, Issue No. 26; Bankruptcy Creditors'
      Service, Inc., 609/392-0900)


NAVIGATOR GAS: Wants to Honor Foreign Creditors' Claims
-------------------------------------------------------
Navigator Gas Transport PLC and its debtor-affiliates ask for
authority from the U.S. Bankruptcy Court for the Southern
District of New York to pay the prepetition claims of foreign
creditors.

Pursuant to section 362 of the Bankruptcy Code, the commencement
of the Debtors' cases automatically triggered a stay against any
act by any of the Debtors' creditors to collect on their claims
against the Debtors or to exercise control over any property
belonging to the Debtors.  The automatic stay is limited to:

     (a) creditors that are subject to the jurisdiction of the
         United States bankruptcy courts, or

     (b) creditors in jurisdictions which have agreed to give
         effect, by comity or treaty, to the bankruptcy laws of
         the United States.

The Debtors relate that substantially all of the Debtors'
creditors are based in foreign countries with little or no
connection to the United States. The Debtors estimate that they
currently hold prepetition invoices from foreign creditors in
the aggregate amount of $550,000.  Moreover, the Debtors
anticipate that additional invoices for prepetition services may
be received from foreign creditors after the Petition Date,
which the Debtors believe will aggregate less than $200,000.

The Debtors are not aware of any treaty with any of the foreign
countries listed above which give effect to U.S. law,
particularly U.S. bankruptcy law.  Furthermore, the Debtors
believe that it would be unlikely that a foreign court, in a
timely fashion, would decide, on the basis of comity, to impose
the automatic stay on a creditor over which that court has
jurisdiction. In any event, were the Debtors to commence such
litigation, it would be expensive and distracting and would
likely engender ill will with the Debtors' foreign suppliers and
could very well jeopardize the Debtors' reorganization
proceedings.

Consequently, the Debtors' Vessels abroad are subject to arrest
by foreign creditors who have not been paid by the Debtors.  
More likely, the revenue to be generated through the charter
agreements would be curtailed, the Vessels' schedules would be
adversely affected, and the charter agreements themselves might
be found to have been breached with resultant damage claims
levied against the Debtors.

In view of these circumstances, the Debtors believe that it
would be prudent and a sound exercise of their business judgment
to pay the prepetition claims of any foreign creditors up to an
aggregate amount of $750,000.

Navigator Gas Transport PLC's business consists of the transport
by sea of liquefied petroleum gases and petrochemical gases
between ports throughout the world. The Company filed for
chapter 11 protection on January 27, 2003 (Bankr. S.D.N.Y. Case
No. 03-10471).  Adam L. Shiff, Esq., at Kasowitz, Benson, Torres
& Friedman LLP represents the Debtors in their restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $197,243,082 in assets and $384,314,744 in
liabilities.


NORTH STREET: Fitch Hatchets Low B- & Junk-Rated Notes' Ratings
---------------------------------------------------------------
Fitch Ratings has downgraded 12 classes of notes from North
Street Referenced Linked Notes 2000-1, Ltd., and North Street
Referenced Linked Notes 2000-2, Ltd. Both transactions are
partially funded synthetic CDOs created to enter into credit
default swaps with UBS Warburg referencing portfolios of
investment grade corporate bonds and asset-backed securities.

Fitch has downgraded and removed from Rating Watch Negative the
following liabilities:

                    North Street 2000-1

--$36,000,000 Class A Floating Rate Notes to 'AA' from 'AAA';

--$40,000,000 Class B Floating Rate Notes to 'A-' from 'AA';

--$31,000,000 Class C Floating Rate Notes to 'BBB-' from 'A-';

--$14,000,000 Class D-1 Floating Rate Notes to 'B-' from 'BBB-';

--$20,000,000 Class D-2 Fixed Rate Notes to 'B-' from 'BBB-';

--Fixed Rate Income Notes to 'C' from 'B'.

                    North Street 2000-2

--$60,800,000 Class A Floating Rate Notes to 'AA-' from 'AAA';

--$32,600,000 Class B Floating Rate Notes to 'A-' from 'AA';

--$29,000,000 Class C Floating Rate Notes to 'BBB' from 'A-';

--$7,500,000 Class D Fixed Rate Notes to 'BBB-' from 'BBB+';

--$36,100,000 Class E Fixed Rate Notes to 'CCC' from 'BBB-';

--Fixed Rate Income Notes to 'C' from 'CCC'.

These downgrades are a result of credit deterioration within the
portfolio, the protection payments paid on NRG Energy, Inc., and
the expectation of additional credit events. NRG Energy, Inc.
was the second credit event in each portfolio. Fitch has
reviewed both transactions in detail and will continue to
monitor their performance.


NORTHWEST AIRLINES: Aircraft Mechanics Cite Past Broken Promises
----------------------------------------------------------------
The Aircraft Mechanics Fraternal Association voiced strong
concerns about Northwest Airlines' past broken promises as the
company once again contemplates restructuring labor costs.

"In 1993, we accepted substantial wage cuts to save Northwest
from bankruptcy, and Northwest promised to make it up to us as
soon as times got better. Northwest soon entered an era of
unprecedented profitability, with huge executive salaries and
bonuses, but to this day they have not made good on all those
promises they made to us," said Jeff Mathews, Airline Contract
Administration Coordinator with AMFA National.

"As always, we are willing to listen to what Northwest
management has to say," he added, "but it's hard to forget this
company's failure to make good on earlier promises they could
easily have kept."

"This time around, Northwest bases the need for re-examining
labor contracts on the company's belief that ``the airline
business has changed forever.' We're not sure how they can see
out quite that far," Mathews said.

"We have endured massive job eliminations since September 11 and
are painfully aware of the fragile health of the airline
industry. Publicly and privately, we have urged our members to
do everything possible to support Northwest and the other
airlines we serve during this difficult time," he said. "Based
on past experience in other difficult times, however, we will
also continue to safeguard the interests of our members against
unreasonable requests."

As reported in Troubled Company Reporter's January 23, 2003
edition, Standard & Poor's lowered its ratings on Northwest
Airlines Corp.'s NWA Trust No. 1, Class A, to 'BB' from 'BBB-'
and on the Class B to 'B+' from 'BB'. The BB-/Negative/--
corporate credit ratings of Northwest Airlines Corp. and its
Northwest Airlines Inc. subsidiary are affirmed. The rating
actions reflected substantial deterioration in collateral
coverage for NWA Trust No. 1, the first enhanced equipment trust
certificate, which is secured by six B747-200 and four B757-200
aircraft. Northwest Airlines Corp.'s $488 million fourth quarter
2002 net loss, reported today, included $366 million of pretax
charges to write down B747-200 and DC10-30 aircraft whose
retirement is being accelerated.

Eagan, Minnesota-based Northwest has rated debt of about $7.6
billion. It posted a fourth-quarter net loss, $178 million
before special charges, which was less than the net loss of $256
million the prior year, in line with expectations, and somewhat
better than average among results anticipated from large U.S.
airlines. Still, the continuing significant losses, without a
clear path to profitability, indicate, according to management,
a permanent change in the airline industry's revenue
environment.

Separately, Northwest Airlines Inc., Delta Air Lines Inc.
(BB/Negative/--), and Continental Airlines Inc. (B+/Negative/--)
announced that they would proceed with their proposed code share
and marketing alliance, with minor revisions sought by the U.S.
Department of Justice but not incorporating much more far-
reaching changes sought by the U.S. Department of
Transportation.


ORBITAL IMAGING: Promotes 2 Senior Staff to Vice Pres. Positions
----------------------------------------------------------------
Orbital Imaging Corporation announced the promotion of two
senior executives.  Mr. Gary Adkins has been appointed Vice
President of Federal Sales and National Security Programs, and
Mr. Tony Anzilotti has been appointed Vice President, Finance
and Controller.

Mr. Adkins joined ORBIMAGE in April of 2002 as the Senior
Director for Federal Sales. An experienced veteran with a proven
track record in the geospatial information industry, Mr. Adkins
joins ORBIMAGE's executive team to lead the company's marketing
efforts and sales of its satellite imagery products and value-
added services to the Federal and National Security government
sectors.

"We are pleased to appoint Gary to our executive team." said
Timothy J. Puckorius, Senior Vice President for Worldwide
Marketing and Sales. "Gary's impressive track record and
extensive background in marketing geospatial information
products and services to Federal and National Security customers
will significantly help ORBIMAGE to further expand its existing
sales and market share."

Prior to joining ORBIMAGE, Mr. Adkins built a strong record of
success serving as the Director of Federal Sales for Space
Imaging Corporation and in senior business development and
executive management positions at Laser-Scan Inc. and
Geodynamics Corporation after completing a distinguished 20-year
career with the United States Air Force.

Mr. Anzilotti joined ORBIMAGE in June 2000 as Corporate
Controller. Previously, he worked for over 10 years with
Lockheed Martin Corporation in the Corporate Accounting division
of its headquarters in Bethesda, MD. As Vice President of
Finance and Controller, Tony will be responsible for finance and
administration for ORBIMAGE, including oversight and management
of ORBIMAGE's accounting, human resources, and contract
administration functions and will continue to report to Armand
Mancini, ORBIMAGE's Executive Vice President and Chief Financial
Officer.

"We are very pleased to announce the promotions of two very
talented and dedicated members of the ORBIMAGE team and welcome
the added contributions their positions will bring," said Matt
O'Connell, ORBIMAGE's CEO. "As our company continues to prepare
for the launch of OrbView-3 in late April and our emergence from
bankruptcy this spring, Gary and Tony both will play
instrumental roles in our expansion and success."

ORBIMAGE is a leading global provider of Earth imagery products
and services, with a planned constellation of four digital
remote sensing satellites. The company currently provides
mapping and related geospatial production services to the
National Imagery Mapping Agency and operates the OrbView-1
atmospheric imaging satellite launched in 1995, the OrbView-2
ocean and land multispectral imaging satellite launched in 1997,
and a worldwide integrated image receiving, processing and
distribution network. Currently under development, ORBIMAGE's
OrbView-3 high-resolution satellite will offer one-meter
panchromatic and four-meter multispectral digital imagery on a
global basis. ORBIMAGE is also the exclusive U.S. distributor of
worldwide imagery from the Canadian RADARSAT-2 satellite.

More information about ORBIMAGE can be found at
http://www.orbimage.com

Orbital Imaging filed for Chapter 11 protection on April 5,
2002, in the U.S. Bankruptcy Court for the Eastern District of
Virginia, Alexandria Division (Bankr. Va. Case No. 02-81661).
Geoffrey A. Manne, Esq., Shari Siegel, Esq., and William Warren,
Esq., at Latham & Watkins represent the Debtor in this case.


PANACO INC: Robert McMillan Steps Down from Board of Directors
--------------------------------------------------------------
PANACO, Inc., (Amex: PNO), an oil and gas exploration and
production company, announced that Robert McMillan has resigned
from its Board of Directors and that Michele Paige has been
elected to its Board.

The Company is very pleased to announce that Michele Paige, who
currently serves as a senior investment professional of Icahn
Associates Corp., has been elected to the Board.  Ms. Paige
received her MBA from Harvard Business School and her J.D. from
Yale Law School. She formerly served as a research associate at
the Conference Board, an economic think-tank, where she
specialized in mergers and acquisitions.

PANACO, Inc., is an independent oil and gas exploration and
production Company focused primarily on the Gulf of Mexico and
the Gulf Coast Region. The Company acquires producing properties
with a view toward further exploitation and development,
capitalizing on state-of-the-art 3-D seismic and advanced
directional drilling technology to recover reserves that were
bypassed or previously overlooked. Emphasis is also placed on
pipeline and other infrastructure to provide transportation,
processing and tieback services to neighboring operators.
PANACO's strategy is to systematically grow reserves,
production, cash flow and earnings through acquisitions and
mergers, exploitation and development of acquired properties,
marketing of existing infrastructure, and a selective
exploration program.

PANACO Inc. filed for Chapter 11 reorganization on July 16, 2002
in the U.S. Bankruptcy Court for the Southern District of Texas
(Houston) (Bankr. Tx. Case No. 02-37811). Monica Susan Blacker,
Esq., at Neligan Stricklin LLP represents the Debtor in this
case.


QWEST COMMS: Applauds Court's Decision on Milberg Weiss' Request
----------------------------------------------------------------
Qwest Communications International Inc., (NYSE: Q) issued the
following statement regarding a ruling in Colorado U.S. District
Court which denied a motion filed by Milberg Weiss Bershad Hynes
& Lerach LLP requesting a preliminary injunction to hold the
sales proceeds of the QwestDex directory publishing business
exclusively for the benefit of Milberg Weiss' clients.

    "As we have said all along, we believed the motion was
completely without merit, and we're pleased the court agreed and
ruled in our favor.  We look forward to closing the second phase
of our QwestDex sale in 2003 and using the proceeds to help
strengthen the company's balance sheet."

Qwest Communications International Inc., (NYSE: Q) is a leading
provider of voice, video and data services to more than 25
million customers.  The company's 53,000-plus employees are
committed to the "Spirit of Service" and providing world-class
services that exceed customers' expectations for quality, value
and reliability.  For more information, please visit the Qwest
Web site at http://www.qwest.com

Qwest Communications' 7.500% bonds due 2008 (Q08USR3) are
trading at about 82 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=Q08USR3for  
real-time bond pricing.


RAILAMERICA INC: Initiates $100-Mill. Asset Rationalization Plan
----------------------------------------------------------------
RailAmerica, Inc., (NYSE: RRA) as part of its long-term
strategic plan to reduce debt, improve margins and enhance
earnings, announced its plan to sell more than $100 million in
non-strategic/non-core/non-operating assets by year-end 2004.

The Company stated that its target is to reduce net debt-to-
capital levels to the current railroad industry average of
approximately 50% by year-end 2004.

RailAmerica's $100 million asset rationalization plan includes
the previously announced proposed sale of its 55% interest in
its Chilean railroad, as well as the sale of several small non-
strategic railroads, non-operating real estate and other non-
core assets in North America and Australia.  The Company
recently announced that it has executed an engagement
letter with the investment banking group of Credit Lyonnais
Securities (USA) Inc., to complete the Chilean sale.

Anticipated benefits of the Company's plan include:

     * Reduced balance sheet leverage

     * Greater financial liquidity

     * Enhanced free cash flow

     * Focus on core North American and Australian railroad
       operations

     * Increased corporate/operational flexibility

     * Improved return on invested capital

     * Stronger credit statistics

     * Accretion to shareholders

"This strategic plan puts us on track to further reduce
leverage, enhance our capital structure, increase free cash flow
and focus on maximizing the performance of our core rail
portfolio," said Gary O. Marino, Chairman, President & CEO of
RailAmerica.  "Although we have made great strides in reducing
financial leverage over the past few years, in these uncertain
economic times we feel that it is prudent to operate with a
conservative capital structure.  We have identified more than
$100 million in assets for potential sale, the proceeds of which
will be used to pay down long-term institutional debt.  We
believe that the market for completing these transactions is
robust.  This new plan is similar to our highly successful asset
rationalization plan of 2000/2001, where we were able to
significantly reduce acquisition debt related to our purchase of
RailTex, Inc., in early 2000.  In that plan, we exceeded our
then-stated goal of $100 million in sales by more than $25
million.  Of course, there is no assurance that we will achieve
the same kind of results in the current plan."

Mike Howe, Senior Vice President & CFO, added, "Our plan to
divest our Chilean operation, which accounts for only five
percent of our total revenue, will allow us to focus on growing
our core North American and Australian operations.  We expect
that the proceeds from this divestiture, combined with the
additional asset sale proceeds, will be used to significantly
improve our capital structure, including reducing our net debt-
to-capital ratio from 63% currently to approximately 50%.  This
lower leverage, which should be viewed favorably by the capital
markets, is expected to provide enhanced liquidity and increased
financial flexibility for future growth, including accomplishing
accretive acquisitions in a non-leveraged manner.  Further, we
anticipate that our shareholders should benefit from an improved
equity value."

RailAmerica, Inc., (NYSE: RRA) is the world's largest short line
and regional railroad operator with 49 railroads operating over
12,800 miles in the United States, Canada, Australia and Chile.  
In Australia and Argentina, an additional 4,300 miles are
operated under track access arrangements.  The Company is a
member of the Russell 2000(R) Index.  For more information,
visit http://www.railamerica.com

                          *    *    *

As previously reported in Troubled Company Reporter, Standard &
Poor's raised its long-term corporate credit rating on
RailAmerica Inc., citing the rail operator's improved financial
flexibility. The senior secured debt rating was raised to 'BB'
from 'BB-', and the subordinated debt rating was raised to 'B'
from 'B-'. Standard & Poor's also assigned its 'BB' rating to
$475 million in senior secured credit facilities issued by
RailAmerica Transportation Corp. and guaranteed by RailAmerica
Inc. Local and Foreign Currency Ratings are assigned at 'BB-'
and 'BB+' respectively. Ratings outlook is stable.

The rating actions reflected the company's successful expansion
of operations and improved financial profile. Nevertheless, debt
leverage remains elevated, in the 70% debt to capital area, and
management's active acquisition strategy carries potential for
additional debt financing.


ROWECOM INC: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Rowecom, Inc.
             15 Southwest Park
             Westwood, Massachusetts 02090    

Bankruptcy Case No.: 03-10668

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Dawson Inc.                                03-10670
     The Faxon Company Inc.                     03-10671
     Turner Subscription Agency Inc.            03-10672
     McGregor Subscription Service Inc.         03-10674
     Dawson Information Quest Inc.              03-10675
     Corporate Subscription Services Inc.       03-10676

Type of Business: RoweCom Inc., offers 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.

Chapter 11 Petition Date: January 27, 2003

Court: District of Massachusetts Eastern Division

Judge: Joan N. Feeney

Debtors' Counsel: Stephen E. Garcia, Esq.
                  Mindy D. Cohn, Esq.
                  Kaye Scholer LLC
                  Three First National Plaza
                  70 West Madison Street Suite 4100
                  Chicago, IL 60602
                  Tel: (312) 583-2300
                  Fax: (312) 583-2360

                         -and-

                  Jeffrey D. Sternklar, Esq.
                  Jennifer L. Hertz, Esq.
                  Duane Morris, LLP
                  470 Atlantic Avenue Suite 500
                  Boston, MA 02210
                  Tel: (617) 289-9200
                  Fax: (617) 289-9201

Estimated Assets: $50 to $100 Million

Estimated Debts: $50 to $100 Million

Debtor's 30 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Natl Institute of Health    Trade Debt              $2,413,823  
Library     
Margaret Kunz
Bldg. 10, Room 1-L-13
10 Center Drive, MSC 1150
Bethesda, MD 20892
Tel: 301-594-6470
Fax: 301-496-8422

VPI & State University      Trade Debt              $1,551,440
Ladd brown
PO Box 33101
St. Paul, MN 55133
Tel: 540-231-6736
Fax: 540-231-3694

3M Company                  Trade Debt              $1,264,405
Thea Walsh
PO Box 33101
St. Paul, MN 55133
Tel: 651-736-0100
Fax: 651-733-2110

Lawrence Livermore          Trade Debt              $1,234,075
Nat'l Labs
Kathy Balhorn
7000 East Ave.
Livermore, CA 94551
Tel: 925-422-5292
Fax: 925-424-6770

SUNY Buffalo                Trade Debt              $1,170,455
Serials Dept.
Susan Davis
Buffalo, NY 14260
Tel: 716-645-2784
Fax: 716-645-5955

Milner Library-Illinois     Trade Debt              $1,134,479
State Univ.
James Castellon
201 N. School St.
Normal, IL 61761
Tel: 309-438-3445
Fax: 309-438-3676

Ohio University Alden       Trade Debt              $1,014,265
Library
Anita Baird
30 park Place
Athens, OH 45701
Tel: 740-593-2685
Fax: 740-593-2692

Boston University Library   Trade Debt                $942,192
Craig Brown
771 Commonwealth Ave
Boston, MA 02215
Tel: 617-353-2134
Fax: 617-353-2084

Serials Acquisitions        Trade Debt                $931,229     
Univ. of So. Florida
Larry Helios
4202 E. Fowler Ave.
Tampa, FL 33620
Tel: 813-974-4496
Fax: 813-974-2296

University Library at       Trade Debt                $828,223  
IUPUI
Glenda Armstrong
755 West Michigan St.
Indianapolis, IN 46202
Tel: 317-279-2320
Fax: 317-279-0368

Emory University            Trade Debt                $740,870
Linda Garr-Marwell
1462 Clifton Road
Atlanta, GA 30322
Tel: 404-616-3293
Fax: 404-727-8469

Marquette University        Trade Debt                $710,993
Serials Dept.
Alice Gromley
1415 W. Wisconsin Ave.
Milwaukee, WI 53201
Tel: 414-288-7252
Fax: 414-288-2123

Tufts University            Trade Debt                $689,523
Liz Eaton
145 Harrison Ave.
Boston, MA 02111
Tel: 617-636-2481
Fax: 617-636-4039

McFarlin Library            Trade Debt                $682,519
University of Tulsa    
Francine Fisk
2933 E. 6th St.
Tulsa, OK 74104
Tel: 918-631-2495
Fax: 918-631-3791

Thomas Jefferson Univ.      Trade Debt                $634,721
Scott Library
Edward Tawyen
PO Box 1585
Philadelphia, PA 19105
Tel: 215-955-8848
Fax: 215-955-7642

John Hopkins University     Trade Debt                $595,589
Welch Library
Barbara Kochler
1900 E. Monument St.
Baltimore, MD 21205
Tel: 410-614-2786
Fax: 410-955-4695

University of Iowa          Trade Debt                $585,564
Nancy Baker
101 Main Library,
Madison & Washington
Iowa City, IA 52243
Tel: 319-335-5867
Fax: 319-335-5900

Houston Public Library      Trade Debt                $573,710
Diane Reedy
500 McKinney Ave.
Houston, TX 77002
Tel: 505-646-1508
Fax: 505-646-7477

New Mexico State Univ.      Trade Debt                $565,016
Elizabeth Titus
Frenger & Williams
Las Cruces, NM 88003
Tel: 505-646-1508
Fax: 505-646-7477

Western Illinois Univ.      Trade Debt                $504,465
University Library
James Hoesman
Macomb, IL 61455
Tel: 309-298-2762
Fax: 309-298-2791

University of New Orleans   Trade Debt                $500,686
Lakefront
Marilyn Hankel
New Orleans, LA 70148
Tel: 504-286-6556    
Fax: 504-280-7277

Stephen F. Austin           Trade Debt                $480,958
State Univ.
Al Gage
Lib Serials Unit
1936 North St.
Nacogdoches, TX 75962
Tel: 409-468-4101
Fax: 409-468-4117

Syracuse Univ.              Trade Debt                $458,075
Pamela Whiteley McLaughlin
222 Waverly Avenue
Syracuse, NY 13244
Tel: 315-443-9788
Fax: 315-443-9401

College of Williams         Trade Debt                $454,405     
& Mary   
James Deffenbaugh
PO Box 8794
Williamsburg, VA 23187
Tel: 757-221-3057
Fax: 757-221-2635

Vassar College Library      Trade Debt                $375,078
Ellis Otkay
124 Raymond Avenue
Poughkeepsie, NY 12604
Tel: 914-437-7577
Fax: 914-727-5864

Kresge Library,             Trade Debt                $370,046
Oakland University  
Barbara McDowell
2200 N. Squirrel Road
Rochester, MI 48309
Tel: 248-370-2470
Fax: 248-370-2458

University of Alaska -      Trade Debt                $352,595
Anchorage
Patti Thorne
3211 Providence Dr.
Anchorage, AK 99508
Tel: 907-786-4627
Fax: 907-786-6050

Eastman Chemical Co.        Trade Debt                $343,208
Michael Ubaldini
Building 1508
PO Box 1972
Kingsport, TN 37762
Tel: 423-229-6110
Fax: 423-229-6114

IBM Watson Research         Trade Debt                $325,799
Library
Nilda Rivera
PO Box 218
Room 16-244
Yorktown Heights, NY 37662
Tel: 914-945-1415
Fax: 914-945-4144

Truman State University     Trade Debt                $312,169
Rihard Coughlin
100 E. Normal St.
Kirkswille, MO 63501
Tel: 660-785-4540
Fax: 660-785-4538


SIMON TRANS: Secures Nod to Hire Logan & Company as Ballot Agent
----------------------------------------------------------------
Simon Transportation Services Inc., and its debtor-affiliates
sought and obtained approval form the U.S. Bankruptcy Court for
the District of Utah to employ Logan & Company, Inc., as their
Balloting Agent to mail, receive and tabulate creditors' votes
to accept or reject the Company's chapter 11 plan.

The Debtors tell the Court that they require the services of an
experienced balloting agent to assist them in their Chapter 11
proceeding.  The Debtors disclose that generally, Logan &
Company will:

     a. produce and mail Plan Ballot (and update mailing
        addresses upon receipt of new address information);

     b. file Affidavits of Service with the Bankruptcy Court;

     c. tabulate the ballots; and

     d. provide additional services as deemed necessary and
        appropriate by the Court and Debtors' counsel.

The Debtors will compensate Logan & Company at its customary
rates for work performed:

     Database Creation/Ballot Notice:

          One-Time Set Up Fee           $5,000
          Ballot Notice                 $4,000
          Postage                       $4,625

     Hourly Fees:

          Principal (Kate Logan)         $450 per hour
          Account Executive              $165 per hour
          Programming Support            $100 per hour
          Project Coordinator            $105 per hour
          Data Entry                     $ 55 per hour
          Clerical                       $ 35 per hour

Simon Transportation Services Inc., a truckload carrier
providing nationwide, predominantly temperature-controlled
transportation services for major shippers, field for Chapter 11
protection on February 25, 2002 (Bankr. Utah Case No. 02-22906).
Scott J. Goldstein, Esq., at Spencer Fane Britt & Browne LLP
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from its creditors, it listed
$132,242,081 in assets and $135,898,793 in liabilities.


SPECTRASCIENCE INC: Court Approves Conversion to Chapter 11 Case
----------------------------------------------------------------
SpectraScience, Inc., (Pink Sheets:SPSIQ) announced that the
joint motion of Timothy D. Moratzka, its Chapter 7 Trustee, and
GDBA Investments, LLLP to (i) convert its bankruptcy case (BKY
Case No. 02-42904) from Chapter 7 to Chapter 11 and (ii) appoint
Timothy D. Moratzka as Trustee-In-Possession, as filed on
January 15, 2003, was granted by the United States Bankruptcy
Court for the District of Minnesota on February 5, 2003.

SpectraScience is uncertain whether any plan of reorganization
it proposes under Chapter 11 of the U.S. Bankruptcy Code will be
confirmed by the Bankruptcy Court. Furthermore, SpectraScience
is uncertain whether any current equity holder of SpectraScience
will receive any assets, value or equity under such plan of
reorganization.


SUN HEALTHCARE: Pursuing Major Lease Restructuring Initiative
-------------------------------------------------------------
Sun Healthcare Group, Inc., (OTC Bulletin Board: SUHG) has
opened dialogue with many of its landlords concerning the
portfolio of properties leased to Sun and various of its
consolidated subsidiaries. The Company is seeking a rent
moratorium and/or rent concessions with respect to certain of
its facilities and is seeking to transition its operations of
certain facilities to new operators while retaining others. As
the Company previously said, adverse conditions in long-term
care, including recent reductions in government support for
long-term care givers, such as the failure of Congress to
restore Medicare funding to the levels existing prior to
October 1, 2002 and severe proposed cuts in Medicaid payments
under numerous state budgets, have obliged Sun to make the hard
decisions required to maintain quality patient care while
reducing costs wherever possible.

Richard K. Matros, Chairman and Chief Executive Officer of Sun
Healthcare Group, Inc., stated, "We regret that the ongoing cuts
in reimbursement have compelled us to transition away from the
operation of certain of the Company's facilities. We hope to
work with our landlords in a cooperative process. Such
cooperation both avoids unnecessary expense and continues care
without disruption to residents. Proceeding in that manner also
will maintain the greatest possible economic value of each
facility for the landlords. When we complete our restructuring
of the lease portfolio, we anticipate that the Company will
remain a significant provider of skilled nursing and other long-
term care services. The Company's commitment to its employees
and the patients entrusted to its care remains unchanged as our
top priority."

The Company has been encouraged by its preliminary discussions
with some of its major landlords, although those discussions are
still at a relatively early stage. The Company is hopeful that
its landlords will be responsive and cooperative; however, no
assurance can be given that negotiations will result in rent
reductions and transition of leases sufficient for Sun to meet
its ongoing funding requirements without further action. If
landlords seek to assert leasehold or other damages and are
successful in doing so, those damages will have a serious
adverse impact upon the financial condition of the Company.
Mr. Matros stated, "The Company remains firmly committed to the
ongoing operation of a restructured portfolio, comprised of a
significant number of our current facilities, allowing for
ongoing profitability under the current operating environment."

As previously reported, Sun and its subsidiaries continue to
receive ongoing funding under its revolving loan agreement
although the Company is in covenant default under that
agreement.

Headquartered in Irvine, California, Sun Healthcare Group, Inc.
owns many of the country's leading healthcare providers. Through
its wholly-owned SunBridge Healthcare Corporation subsidiary and
its affiliated companies, Sun's affiliates together operate more
than 235 long-term and postacute care facilities in 25 states.
In addition, the Sun Healthcare Group family of companies
provides high-quality therapy, pharmacy, home care and other
ancillary services for the healthcare industry. More information
is available on the Company's Web site at http://www.sunh.com


TECSTAR INC: Wants Plan Filing Exclusivity Stretched to April 4
---------------------------------------------------------------
Don Julian, Inc., and 15251 Don Julian, Inc., formerly known as
Tecstar, Inc., and Tecstar Power Systems, Inc., ask the U.S.
Bankruptcy Court for the District of Delaware to extend their
exclusive periods under 11 U.S.C. Sec. 1121.

The Debtors want the Court to stretch the time period within
which only the Debtors have the right to file a Chapter 11 Plan
through April 4, 2003, and until June 3, 2003, to solicit
acceptances of that plan from their creditors.

The Debtors say that cause exists for an extension of the
Exclusive Periods in this case.  The Debtors have been
diligently working to preserve the value of their assets through
the use of cash collateral, retention of professionals and the
development of a plan to maximize recovery through the
liquidation of the Debtors' assets. Additionally, the Debtors
have maintained communication with the Secured Lenders and the
Committee and have reached consensus on almost all of the key
issues.

The Debtors have drafted a proposed disclosure statement and
plan, which they anticipate will be completed and filed within
the requested extension.  The Debtors will be in a better
position to complete the plan only after reaching full agreement
with the Secured Lenders and the Committee relative to the terms
of the plan. Any competing plan proposed prior to this time
would needlessly deflect the attention of the Debtors and other
interested constituencies.

The Debtors further explain that the extension of the
Exclusivity Period is necessary and appropriate to enable the
Debtors to finalize a plan with the approval of the Secured
Lenders and the Committee.  The requested extension of the
Exclusivity Period will allow the Debtors to formulate a plan to
fairly and efficiently treat the Debtors' creditors.

Tecstar, Inc., n/k/a Don Julian, Inc., manufactures high-
efficiency solar cells that are primarily used in the
construction of spacecraft and satellite. The Company filed for
chapter 11 protection on February 07, 2002 (Bankr. Del. Case No.
02-10378).  Tobey M. Daluz, Esq., at Ballard Spahr Andrews &
Ingersoll LLP and Jeffrey M. Reisner, Esq., at Irell & Manella
LLP, represent the Debtors in their restructuring efforts. When
the company filed for protection from its creditors, it listed
assets of over $10 million and debts of over $50 million.


TOKHEIM CORP: Danaher & First Reserve Pitch Best Bids at Auction
----------------------------------------------------------------
Tokheim Corporation completed the auction of its North American
assets -- including the Tokheim North America, MSI and Gasboy
operating segments -- in accordance with the procedures required
by the United States Bankruptcy Code. The auction was conducted
pursuant to a bidding procedures order issued by the United
States Bankruptcy Court for the District of Delaware.

Upon the advice of its legal and financial advisors, and in
consultation with its lenders and the Creditors' Committee,
Tokheim concluded that the bid submitted by Danaher Corporation
represented the highest or otherwise best offer for the Gasboy
operating segment and that the bid submitted by First Reserve
Fund IX, L.P., represented the highest or otherwise best offer
for the Tokheim North America and MSI operating segments.

The successful bids remain subject to approval by the United
States Bankruptcy Court for the District of Delaware at a sale
hearing scheduled to take place on February 25, 2003.
Additionally, the contemplated transactions remain subject to
other customary conditions. Tokheim does not believe its
shareholders will receive any distribution upon confirmation of
a plan of reorganization.


TRENWICK: James F. Billett, Jr. Resigns as Officer & Director
-------------------------------------------------------------
Trenwick Group Ltd., (NYSE: TWK) said that James F. Billett,
Jr., has retired from his positions as an officer and director
of Trenwick and its subsidiaries, effective immediately.

On August 27, 2002, Trenwick announced that Mr. Billett would be
taking a leave of absence from his positions for health reasons.
W. Marston Becker will continue to serve as Acting Chairman and
Acting Chief Executive Officer of the Company.

Trenwick is a Bermuda-based specialty insurance and reinsurance
underwriting organization with two principal businesses
operating through its subsidiaries located in the United States,
the United Kingdom and Bermuda. Trenwick's reinsurance business
provides treaty reinsurance to insurers of property and casualty
risks from offices in the United States and Bermuda. Trenwick's
operations at Lloyd's of London underwrite specialty insurance
as well as treaty and facultative reinsurance on a worldwide
basis.

As reported in Troubled Company Reporter's Thursday Edition,
Fitch Ratings lowered its long-term rating and senior debt
ratings on Trenwick Group. Ltd., and its subsidiaries, to 'C'
from 'CC'. Fitch's ratings on Trenwick's capital securities and
preferred stock remain 'C'.

Fitch's rating action followed Trenwick's recent announcement
that it was taking a $107 million reserve charge. Trenwick has
$75 million of senior debt outstanding due April 1, 2003.


UNITED AIRLINES: Traffic Up 5.8% as Load Factor Rises to 70.9%
--------------------------------------------------------------
United Airlines' (NYSE: UAL) total scheduled revenue passenger
miles rose 5.8 percent in January vs. the comparable month in
2002 on a capacity increase of 3.2 percent.  The carrier's
passenger load factor came in at 70.9 percent, up from 69.1
percent a year ago.  United also boarded over 5.2 million
passengers in January 2003, up 7.5 percent from the year before.

"As we begin 2003 on this strong note, our employees remain
dedicated to maintaining United's outstanding on-time
performance that we achieved in 2002," said Pete McDonald,
executive vice president - operations.

United operates nearly 1,700 flights a day on a route network
that spans the globe.  News releases and other information about
United may be found at the company's Web site at
http://www.united.com

United Airlines' 10.670% bonds due 2004 (UAL04USR1) are trading
at about 5 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=UAL04USR1for  
real-time bond pricing.


UNITED AIRLINES: U.S. Trustee Amends Unsecured Creditors' Panel
---------------------------------------------------------------
The U.S. Trustee amends the membership of the Official Committee
of Unsecured Creditors of United Airlines by replacing Thomas
Brichner of the International Association of Machinists, with
Michael Peat.

    1. Pension Benefit Guaranty Corp.
       1200 K St. NW
       Washington, DC  20005
       Attn: Craig Yamaoka

    2. Association of Flight Attendants
       6400 Shafer Ct.  Ste. 250
       Rosemont, IL  60018
       Attn: Gregory E. Davidowitch

    3. Air Line Pilots Association, International
       6400 Shafer Ct.  Ste. 700
       Rosemont, IL  60018
       Attn: Geoffrey H. Garrett

    4. International Association of Machinists
       9000 Machinists Place  Ste 118B
       Upper Marlboro, MD  20772
       Attn: Michael Peat

    5. The Bank of New York
       101 Barclay St.  Floor 8W
       New York, NY  10286
       Attn: Gary Bush

    6. Airbus North America Holdings
       198 Van Buren St.  Ste. 300
       Herndon, VA  20170
       Attn: Renee Martin

    7. Pratt & Whitney - A United Tech Division
       400 Main St. M/S 133-54
       East Hartford, CT  06108
       Attn: F. Scott Wilson

    8. HSBC Bank USA
       425 Fifth Ave.
       New York, NY  10018
       Attn: Robert A. Conrad

    9. US Bank N.A.
       180 E. 5th St.
       St. Paul, MN  55101
       Attn: Timothy J. Sandell

   10. R2 Investments LDC
       c/o Amalgamated Gadget, LP as Investment Manager
       301 Commerce St.  Ste. 2975
       Fort Worth, TX  76102
       Attn: Todd Stein

   11. Deutsche Lufthansa AG
       1640 Hempstead Turnpike
       East Meadow, NY  11554
       Attn: Arthur Molins

   12. Goodrich Corp.
       2730 Tyvola Rd.
       Charlotte, NC  28277
       Attn: William Walthall

   13. Galileo International, Inc.
       9700 W. Higgins Rd.
       Rosemont, IL  60018
       Attn: Thomas DeMay

The City of Chicago is authorized to participate as an ex
officio member. (United Airlines Bankruptcy News, Issue No. 8;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   


US AIRWAYS: Wants to Undertake Pilot Plan Distress Termination
--------------------------------------------------------------
US Airways Group Inc., and its debtor-affiliates ask the Court
to determine that they satisfy the financial requirements for a
"distress termination" of the defined benefit Retirement Income
Plan for the Pilots of US Airways Group.

The Pilot's Plan covers US Airways' ALPA members comprised of
3,700 active participants, 2,100 participants who are furloughed
or on leave and 1,100 retirees.  Normal retirement age under the
Plan is 60.  At that age, with 30 years of service, Pilots can
receive annual benefit equal to 65% of their final average
annual earnings, payable in a lump sum or monthly.

John Wm. Butler, Jr., Esq., says that the Debtors have met all
the requirements for emerging from Chapter 11 on a fast-track
basis, save one: the Debtors must be able to close on final debt
financing and equity investment commitments for $1,240,000,000
so they can consummate their reorganization plan and obtain
release of the final $200,000,000 tranche of DIP financing from
the RSA and the ATSB's $900,000,000 Loan Guarantee.  The Debtors
will only gain access to these necessary funds when they
significantly reduce their operating cost structure and future
obligations. The Debtors have chosen to restructure the Pilot's
Plan because it represents 68% of all future pension funding
requirements.

The Debtors ask Judge Mitchell for two forms of relief:

    (1) the Debtors need the Court's approval to undertake a
        distress termination of the Pilot's Plan.  The Debtors
        pledge to pursue a legislative solution and if one
        becomes available prior to termination, the Debtors will
        curtail the termination process.  Even if appropriate
        legislation is promulgated after termination, the
        debtors will ask the Pension Benefits Guaranty
        Corporation to restore the Pilot's Plan.

    (2) the Debtors ask for authority to implement a
        supplemental Pilot's Plan to make up for some of the
        financial shortfall the Pilots are sure to experience.

The Debtors can't reorganize with the burden of their existing
pension obligations.  Airline industry conditions have
deteriorated, reducing the projected cash available to meet
minimum required pension funding obligations.  Stock market
returns and interest rates have declined, causing an increase in
funding requirements over the 7-year emergence business plan.  
As a result, the Debtors do not have the requisite level of cash
flow to support pension contributions of the necessary magnitude
and meet the terms of their business plan at the same time.

If the pension plan isn't restructured, the Debtors will not
qualify for access to the remaining financing and will not be
able to implement their regional jet strategy.

Mr. Butler assures the Court that the Debtors explored every
legal option to reduce pension costs short of terminating the
Pilot's Plan.  No other option produces the savings necessary to
permit the Debtors to obtain the financing and investment
necessary to emerge from Chapter 11.  The Debtors propose to
provide a defined contribution plan with about $120,000,000
annually during the 7-year emergence period.

Neal S. Cohen, Executive Vice President-Finance, and Chief
Financial Officer for US Airways Group reminds the Court that
the ATSB Loan mandates a final plan of reorganization and
disclosure statement by February 27, 2003.  He notes that Plans
for other employee groups do not have obligations of sufficient
size to, by themselves, alleviate the Debtors cash flow
deficiencies. Also, since originally formulating the emergence
business plan, the Debtors have reduced their revenue estimates
by $6,600,000,000 over the seven years.

Additionally, US Airways, and the ALPA met with senior IRS
officials to encourage the IRS to consider alternative
approaches to the minimum funding waiver rules that would
alleviate the Pilot's Plan funding requirements.  The IRS
officials stated that they were unable to adopt any alternative
approaches.

Mark T. Dungan, an actuary at Towers Perrin and a Fellow of the
Society of Actuaries and Member of the American Academy of
Actuaries, has served as the enrolled actuary for the Debtors
three active defined benefit plans for the last six years.  He
supervises the annual valuations of the Plans, including
calculation of the minimum contributions.  Through 2009, Mr.
Dungan projects $2,500,000,000 needs to be pumped into the
Pilot's Plan:

                        Minimum        Potential Funding
        Year         Contributions         Obligation
        ----         -------------     ------------------
        2003         $ 51,000,000          $ 51,000,000
        2004          753,000,000           525,000,000
        2005          538,000,000           337,000,000
        2006          426,000,000           275,000,000
        2007          346,000,000           222,000,000
        2008          246,000,000           175,000,000
        2009           93,000,000            74,000,000
(US Airways Bankruptcy News, Issue No. 25; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


USG CORP: Asks Court to Move Lease Decision Deadline to Aug. 29
---------------------------------------------------------------
USG Corporation and its debtor-affiliates still need additional
time to review and evaluate their unexpired non-residential real
property leases and to determine which leases, if any, they
would assume or reject. Hence, the Debtors ask the Court to
extend their lease decision deadline through and including
August 29, 2003.

Paul N. Heath, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, explains that the extension would apply to
all of the Debtors' 200 listed real property leases and certain
leases inadvertently omitted from the list.  Given the
importance of the Leases to the Debtors' ongoing operation and
the number of leases to be evaluated, Mr. Heath asserts that it
would be imprudent to require the Debtors to elect whether to
assume or reject the Leases prior to a comprehensive review.

"Unless [Judge Newsome grants the Debtors] additional time to
make their election regarding the Real Property Leases, the
Debtors are at risk of prematurely and improvidently assuming or
rejecting the Leases without necessary evaluations,
determinations, negotiations and discussions with the relevant
landlords and the Debtors' creditor constituencies," Mr. Heath
says.  Mr. Heath assures the Court that, pending their decision
to assume or reject the Leases, the Debtors will perform all of
their postpetition obligations in a timely fashion, including
payment of postpetition rent due. (USG Bankruptcy News, Issue
No. 42; Bankruptcy Creditors' Service, Inc., 609/392-0900)


WESTAR: Fitch Calls Financial Plan a Constructive Credit Event
--------------------------------------------------------------
Fitch Ratings believes that Westar Energy's new financial plan
and the recent close of the partial sale of WR's Oneok
investment are constructive credit events. Notwithstanding the
constructive nature of the filing and asset sale, Fitch notes
that the plan's goals are ambitious and subject to execution
risk. Therefore, it remains unclear, at this juncture, if the
resolution of the many challenges facing WR will result in a
financial profile that supports the current ratings.

Although the plan falls short of the commission's Aug. 1, 2003
deadline to reduce debt to $1.67 billion, the WR plan
incorporates many suggested actions by the Kansas Corporation
Commission - notably the plan aims to create a stand-alone
electric utility through the divestment of all unregulated
investments and reduce debt to $1.47 billion by the end of 2004.
As part of the plan, WR will reduce its common stock dividend
37%, freeing up an incremental $31 million of annual cash flow
that will be used to reduce debt. In addition, WR has
implemented initial measures to protect ratepayers from risks
associated with its unregulated investments.

Fitch plans to meet later this month with management and to
resolve the Negative Rating Watch shortly thereafter. Elements
that may result in affirmation at the current rating level
include: evidence of some flexibility on the part of the KCC
with regard to its timeline and structural requirements; and a
positive assessment of the commitment and ability of the new
management team WR to deliver solid progress as a refocused
utility enterprise.


WHEELING-PITTSBURGH: Wants Solicitation Exclusivity Extension
-------------------------------------------------------------
Pittsburgh-Canfield Corporation and its debtor-affiliates ask
Judge Bodoh to extend their exclusive solicitation period until
May 9, 2003.

The Debtors explain that they are involved in serious,
substantial, negotiations with the appropriate constituencies in
these cases regarding the confirmation of their Plan.  In
addition, the Debtors are still in negotiations with the
Emergency Steel Loan Guaranty Board regarding their application
for a government-guaranteed loan under the Emergency Steel Loan
Guaranty Act to provide exit financing for the Plan. (Wheeling-
Pittsburgh Bankruptcy News, Issue No. 34; Bankruptcy Creditors'
Service, Inc., 609/392-0900)  


WORLDCOM INC: Wins Court Nod for $9.8-Mill. BCT & Savannah Sale
---------------------------------------------------------------
Worldcom Inc., and its debtor-affiliates sought and obtained the
Court's authority to give consent and to take all actions
necessary or appropriate to consummate the sale of BCT Real
Estate LLC and Savannah Yacht and Ship LLC.

Sharon Youdelman, Esq., at Weil Gotshal & Manges LLP, in New
York, relates that prior to the Petition Date, Bernard Ebbers,
WorldCom's former chief executive officer, was the 99.8%
controlling member of BCT Holdings LLC, the sole member of BCT
Real Estate LLC and Savannah Yacht & Ship LLC.  BCT Real Estate
and Savannah own and operate the Intermarine Savannah Shipyard
in Chatham County, Georgia, which is engaged in new mega yacht
construction and ship repair and refit.  Pursuant to a
prepetition pledge and security agreement, Mr. Ebbers pledged to
WorldCom his membership interests in BCT Holdings as partial
security for certain prepetition loans made to him by WorldCom.
In October 2002, WorldCom acquired ownership of Mr. Ebbers'
membership interests in BCT Holdings through the exercise of
strict foreclosure under the Pledge and Security Agreement.

Ms. Youdelman tells Judge Gonzalez that the Shipyard does not
generate any income for BCT Real Estate and Savannah and, with
no new yachts available for sale or in process, loses about
$450,000 per month for expenses related to insurance and
payroll. Accordingly, BCT Real Estate and Savannah marketed the
Shipyard for sale.  Following the transfer of the pledged
membership interests to WorldCom, BCT Real Estate and Savannah,
with WorldCom's assistance, contacted 15 parties that might have
an interest in purchasing the Shipyard.  In addition, the fact
that the Shipyard was for sale was widely disclosed in the
press, including numerous articles in The Wall Street Journal.
Following preliminary indications of interest, Ms. Youdelman
relates that three parties were invited to conduct on-site due
diligence and to submit a best and final cash bid for the
property on a "where is, as is" basis.  Palmer Johnson Savannah,
Inc. submitted a cash offer on a "where is, as is" basis with no
financing contingency and limited closing conditions.  BCT and
Savannah determined that Palmer Johnson submitted the highest
and best offer, and thereafter, entered into negotiations with
Palmer Johnson with respect to the terms of the contemplated
sale transaction.  In that regard, BCT Real Estate, Savannah and
Palmer Johnson negotiated and executed a letter of intent with a
term sheet and Palmer Johnson tendered into escrow a $1,000,000
deposit.  The Debtors expect that, after satisfaction of, or
reserve for, BCT & Savannah's obligations to their creditors,
net proceeds of the sale, estimated over $7,000,000, will be
used by BCT & Savannah to repay a portion of the obligations
they owe to WorldCom.

Under the contemplated sale transaction, Ms. Youdelman explains
that WorldCom, as the controlling member of BCT Holdings, must
consent to and cause Holdings as the sole member of BCT &
Savannah to approve and authorize the sale transaction, which
involves substantially all of the assets.

Although the sale is subject to definitive documentation, the
general terms of the contemplated transaction are:

  A. Seller: BCT Real Estate, LLC and Savannah Yacht & Ship,
     LLC.

  B. Buyer: Palmer Johnson Savannah, Inc.

  C. Purchased Assets: All tangible and certain intangible
     assets of Sellers, including the real estate, machinery and
     equipment, tools, permits, licenses and authorizations --
     to the extent transferable, comprising assets of the
     business commonly known as Intermarine Savannah in Chatham
     County, Georgia, including the three partially completed
     hulls located on the premises and all existing design and
     engineering drawings and work for completion of the three
     yachts, but specifically excluding cash, cash equivalents,
     accounts receivable -- inclusive of payment rights for work
     in progress performed but not yet invoiced, all refunds,
     rebates, credits and payment rights associated with any
     insurance contract, the 120' substantially completed motor
     yacht located on the premises, and any right to use the
     name "Intermarine."  "Purchased Assets" will include
     contracts, leases and repair orders that the Buyer
     designates expressly as "Included Contracts."

  D. Assumed Liabilities:

     -- all obligations of the Sellers under the agreements,
        contracts, leases, licenses and other arrangements;

     -- all liabilities relating to the termination of
        employment of any employee who continues or commences
        employment with the Buyer following the closing of the
        sale of the Property to the Buyer; and

     -- certain other specifically-enumerated liabilities of the
        Sellers.

  E. Purchase Price: $9,800,000, together with the assumption
     of the Assumed Liabilities.

  F. Bulkhead and Related Repair Reserve: At the Buyer's option:

     -- the Sellers will repair the portion of the bulkhead,
        platform dock and graving dock, subject to the
        limitation that the cost of repair will not exceed
        $1,500,000 in the aggregate; or

     -- the Sellers will refund $1,500,000 of the Purchase Price
        and Buyer will waive the covenant and assume all cost,
        expense and sole liability for the bulkhead, platform
        dock and graving dock repair work.

  G. Damages Limitation: The Sellers will be liable to Buyer for
     any direct, actual and identifiable damages incurred in
     connection with a breach of the Sellers' warranty of title
     and warranty as to knowledge of environmental matters;
     provided, however, that the aggregate obligations of the
     Sellers for these damages will not exceed $3,000,000.

Ms. Youdelman asserts that the Purchase Price, which is
significantly greater than offers by other parties having
previously expressed an interest in the Shipyard, is eminently
reasonable and represents fair market value for the property.
(Worldcom Bankruptcy News, Issue No. 19; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   

DebtTraders reports that Worldcom Inc.'s 7.875% bonds due 2003
(WCOE03USR1) are trading at about 23 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCOE03USR1
for real-time bond pricing.


Z-TEL TECHNOLOGIES: Fails to Maintain Nasdaq Listing Standards
--------------------------------------------------------------
Z-Tel Technologies, Inc., (Nasdaq:ZTEL) on February 4, 2003,
received a Nasdaq Staff Determination indicating that the
Company failed to comply with $35 million market capitalization
requirement for continued listing on the Nasdaq SmallCap Market
and is subject to delisting.

The Company intends to file a request for a hearing before
Nasdaq Listing Qualifications Panel to review the Nasdaq Staff
Determination. Pending that hearing, the Company's common shares
will continue to trade on the Nasdaq SmallCap Market. There can
be no assurance that the Company will prevail at the hearing,
and that its common stock will not be delisted from the Nasdaq
SmallCap Market.

Z-Tel, whose September 30, 2002 balance sheet shows a total
shareholders' equity deficit of about $91 million, was founded
in the wake of the Telecommunications Act of 1996. With the
establishment of the Unbundled Network Element-Platform (UNE-P),
competitive telecommunications companies became able to provide
telephone service to end-users over the incumbent local
telephone providers' network. Z-Tel was formed around UNE-P with
the vision of developing technology that would imbue the
telephone with "Intelligent Dial Tone," wherein telephone
service can be personalized to meet consumers' and businesses'
diverse communications needs in an intelligent, intuitive way.
Z-Tel offers residential and business customers in 46 states
value-added bundled local and long distance phone service with
proprietary Internet-accessible calling and messaging features.
Z-Tel also makes these services available on a wholesale basis.
For more information about Z-Tel's innovative services or about
Z-Tel, please visit the Company's Web site at
http://www.ztel.com  


* It's Now Pachulski, Stang, Ziehl, Young, Jones & Weintraub
------------------------------------------------------------
The nation's largest bankruptcy boutique -- California's
Pachulski, Stang, Ziehl, Young & Jones P.C. -- has announced
that prominent bankruptcy attorney William P. Weintraub will
relocate from the San Francisco office to join senior
shareholder Robert J. Feinstein in anchoring the firm's New York
office.  This move expands the scope of the firm's national
practice by adding one of the firm's most senior lawyers to its
solid East Coast presence.

Now named Pachulski, Stang, Ziehl, Young, Jones & Weintraub
P.C., the firm will continue to focus on bankruptcy, litigation
and transactions, as well as business reorganizations and
workouts nationwide with an enhanced focus on the New York
market.

"Bill Weintraub founded the firm's San Francisco office seven
years ago, and that office has been phenomenally successful,"
said firm co-founder Richard Pachulski.  "We are looking forward
to replicating this success in New York.

"Bill is highly respected among his peers throughout the nation.  
He began his career in New York almost 25 years ago and he spent
the last 20 years in California.  His deep roots on both coasts
is a tremendous advantage for us."

Weintraub, age 49, began his career with Weil Gotshal & Manges
in 1979.  After spending several years working with Harvey
Miller and others, he moved to San Francisco to join Pat Murphy
at Murphy, Weir & Butler.  Weintraub was a partner in that firm
for almost 10 years.  Mr. Weintraub opened the San Francisco
office of what was then Pachulski, Stang, Ziehl & Young in 1996.  
The San Francisco office now has 17 lawyers, including six
shareholders.

Mr. Weintraub has been lead counsel on several of the firm's
largest cases.  He was lead debtor's counsel in the TriValley
and AgriBioTech cases.  He also headed the firm's co-
representation of Official Bondholders' Committee in the
Excite@Home case, and he and Rob Feinstein are currently
representing the Official Creditors' Committee in the Agway
case.

Mr. Weintraub was named one of the Best Lawyers in America from
1995-2002.  He was recently invited to join the American College
of Bankruptcy as a Fellow.  A graduate of the State University
of New York at Albany and the University of Michigan Law School,
Mr. Weintraub is admitted to practice in both New York and
California.  He is a frequent lecturer and author on bankruptcy
and related topics.

Headquartered in Los Angeles, Pachulski, Stang, Ziehl, Young,
Jones & Weintraub P.C. -- http://www.pszyjw.com-- numbers 80  
attorneys.  The firm was founded in 1983 and Mr. Weintraub
opened its San Francisco office in 1996.  Its Wilmington office
was founded by Laura Davis Jones in 2000, and its New York
office was founded by Mr. Feinstein in 2001


* Leading Silicon Valley Lawyers to Join O'Melveny & Myers
----------------------------------------------------------
A group of leading Silicon Valley attorneys, led by Warren
Lazarow, Timothy R. Curry, David A. Makarechian, William W.
Chuang, Sam Zucker and Rahul Kapoor have agreed to join
O'Melveny & Myers LLP.

"One of our Firm's top strategic goals has been to strengthen
our practice in Northern California with the highest quality
lawyers possible," said Arthur B. Culvahouse, Jr., Chairman of
the firm. "[W]e are pleased to announce our success in that
endeavor."

"We continue to believe that the Silicon Valley is one of the
most important places to be for any major law firm," Culvahouse
said. "It is therefore especially significant that we have
managed to attract to our firm one of the premier business and
technology practice groups in the Valley. For those in the know,
this group has an unparalleled reputation for quality,
expertise, client service and integrity."

Warren Lazarow, a business lawyer with a national reputation,
specializes in general corporate representations of emerging
growth corporations, public companies, venture capital firms,
and investment banks. He has an outstanding record of
representing public and private clients in public and private
debt and equity offerings, general corporate counseling, and
mergers and acquisitions.

"O'Melveny & Myers is a great name brand, both nationally and
internationally," said Lazarow. "Joining a firm with such a
broad range of specialties and a powerful presence in
California, New York, Washington, D.C., Asia, and Europe
provides us an expansive platform from which to better serve our
clients' needs. We are also delighted to be joining a firm that
shares our values, and our high standards for client service and
quality work."

Timothy R. Curry, a general corporate and securities attorney,
specializes in the representation of emerging growth and public
life sciences and technology companies in public offerings,
mergers and acquisitions, venture capital financings, and
licensing and partnering transactions. Curry also represents
companies and venture capitalists in numerous venture
financings.

David A. Makarechian, is another well-known Valley corporate
lawyer. His practice includes both private and public emerging
growth and technology companies, and he also represents venture
capital investors, and issuers and underwriters in public
offerings. Makarechian is experienced in corporate and
securities transactional matters, including venture capital
financing, private and public securities offerings, mergers and
acquisitions, corporate governance, Securities and Exchange
Commission regulatory matters, and general corporate counseling.

William W. Chuang, who specializes in intellectual property
strategic counseling and complex technology transactions,
including joint ventures, corporate alliances, licensing, IT
outsourcing, technology transfers, spin-offs, spin-ins, mergers
and acquisitions, and patent planning and strategy, also joins
as a partner. He counsels clients on the protection of
intellectual property assets including patents, copyrights,
trademarks and trade secrets. Chuang's broad experience also
includes intellectual property litigation and patent
prosecution.

Sam Zucker is a general corporate and securities lawyer. His
practice focuses on the representation of technology, life
sciences, and emerging growth companies, including mergers and
acquisitions, venture capital financings, public and private
securities offerings, Securities and Exchange Commission
regulatory matters, and general corporate counseling.

Rahul Kapoor, who joins as counsel, specializes in complex
intellectual property transactions including strategic
alliances, joint ventures, corporate partnering transactions,
standards body licensing structures, and advising companies and
investors regarding intellectual property issues in mergers,
acquisitions, IPOs and financings. Prior to his legal practice,
Kapoor worked for six years in various engineering and project
management capacities.

"Warren, Tim, Dave, Will, Sam and Rahul have been with many of
the leading tech company names in the Valley from birth to IPO
and after IPO, as significant public companies, and they have
developed a tremendous knowledge and client base," said David
Krinsky, head of O'Melveny & Myers' Silicon Valley office. "My
partners and I are thrilled to combine forces with this team,
strengthening our Silicon Valley office and our firm as a
whole."

O'Melveny & Myers LLP is one of the world's most successful and
enterprising law firms. Established in 1885, the firm maintains
14 offices around the world, with more than 900 attorneys. As
one of the world's largest law firms, O'Melveny & Myers'
capabilities span virtually every area of legal practice,
including M&A/Private Equity; Capital Markets; Finance and
Restructuring; Entertainment and Media; Intellectual Property
and Technology; Trade and International Law; Labor and
Employment; Litigation; White Collar and Regulatory Defense;
Project Development and Real Estate; Securities; Tax;
Transactions; and Bankruptcy.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total          
                                Shareholders  Total     Working   
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Actuant Corp            ATU         (44)         295       18
Advisory Board          ABCO        (16)          48      (20)
Alaris Medical          AMI         (47)         573      129
Alliance Resource       ARLP        (46)         288      (16)
Amazon.com              AMZN     (1,355)       1,990      549
Amylin Pharm Inc.       AMLN         (3)          63       47
Anteon Int'l. Corp.     ANT          (3)         307       27
Arbitron Inc.           ARB        (169)         127       17
Avon Products           AVP         (46)       3,193      428
Campbell Soup Co.       CPB        (114)       5,721   (1,479)
Caremark Rx, Inc.       CMX        (772)         874      (31)
Choice Hotels           CHH         (64)         321      (28)
Dun & Bradstreet        DNB         (20)       1,431      (82)
Echostar Comm           DISH       (778)       6,520    2,024
Expressjet Holdings     XJT        (214)         430       52
Gamestop Corp.          GME          (4)         607       31
Gartner Inc             IT           (5)         824       18
Hollywood Casino        HWD         (92)         553       89   
Hollywood Entertainment HLYW       (113)         718     (271)
Imclone Systems         IMCL         (5)         474      295
Inveresk Research Group IRGI         (7)         302     (115)
Journal Register        JRC         (36)         711      (26)
Kos Pharmaceuticals     KOSP        (58)          83       27
Level 3 Comm Inc.       LVLT       (240)       8,963      581
Medical Staffing        MRN         (33)         162       55
Mega Blocks Inc.        MB          (37)         106       56
Moody's Corp.           MCO        (304)         505       12
Petco Animal            PETC        (86)         473       68
Playtex Products        PYX         (44)       1,105      108
Proquest Co.            PQE         (45)         628     (140)
RH Donnelley            RHD        (111)         296        0
Saul Centers Inc.       BFS         (24)         346      N.A.
Sepracor Inc.           SEPR       (392)         727      430
United Defense I        UDI        (166)         912      (55)
UST Inc.                UST         (47)       2,765      828
Valassis Comm.          VCI         (66)         363       10
Ventas Inc.             VTR         (91)         942      N.A.
Weight Watchers         WTW         (87)         483      (24)
Western Wireless        WWCA       (274)       2,370     (105)

                          *********

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 ***