TCR_Public/030213.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, February 13, 2003, Vol. 7, No. 31

                          Headlines

3DO COMPANY: December Quarter Results Beat Earnings Guidance
ADELPHIA BUSINESS: WorldCom Seeks Stay Relief to Reject Contract
ADELPHIA COMM: Union Challenges $45M Exec. Compensation Package
AEP INDUSTRIES: Weaker Performance Spurs S&P to Revise Outlook
AGERE SYSTEMS: Names John W. Gamble Jr. as New EVP and CFO

AIR CANADA: Revenue Passenger Miles Slide-Down 2.1% in January
AMAZON.COM: S&P Affirms Low-B Rating & Changes Outlook to Stable
APPLIED EXTRUSION: Hosting Q1 Earnings Conference Call Today
ASIA GLOBAL CROSSING: Committee Hires Houlihan Lokey for Advice
ASPEN GROUP: Continues Talks to Resolve Credit Pact Default

ATSI COMMS: First Creditors' Meeting to Convene on March 3, 2003
B/E AEROSPACE: S&P Places BB- Credit Rating on Watch Negative
BUDGET GROUP: US Trustee Balks at Latham's Terms of Engagement
CABLEVISION SYSTEMS: Reports Improved Fourth Quarter Performance
CAMPBELL SOUP: Holding 2nd Quarter 2003 Conference Call Today

CANNONDALE: Wants to Pay Common Carriers' Prepetition Claims
CHILDTIME LEARNING: Special Shareholders' Meeting Set for Mar 10
COMMUNICATE.COM: Independent Auditors Air Going Concern Doubt
CONSECO FINANCE: Earns Nod to Access $25MM of Unsecured Credit
CONSECO: Gets Final Nod for Trading Restriction to Preserve NOL

CRESCENT REAL ESTATE: Will Publish Q4 Results by February 20
CROWN CORK: Caps $2.1-Billion Sr. Secured Notes Offering Price
CS FIRST BOSTON: Fitch Ups Ser. 1995-WF1 Class F Rating to BB+
DENNY'S CORP: Same-Store Sales Climb 1.6% in January 2003
DELTRONIC CRYSTAL: UST Convenes Section 341(a) Meeting on Feb 26

EMAGIN CORP: Extends Travelers' Convertible Note Until Month-End
ENCOMPASS SERVICES: Selling Encompass Industrial for $12.5 Mill.
ENRON CORP: Gets Final Approval to Pay $4.5 Million to Exxon
FIBERMARK INC: Updates Fourth-Quarter and Year-End 2002 Results
FREEPORT-MCMORAN: Completes Private Placement of 7% Conv. Notes

GENTEK INC: Court Fixes April 14, 2003 as General Bar Date
GENUITY INC: Secures Okay to Continue Employee Retention Program
GLOBAL CROSSING: Court Clears 3 Firms to Assist in CFIUS Review
GRAPHIC PACKAGING: Will Publish Q4 and YE 2002 Results on Tues.
HEALTH PLAN SE: Fitch Withdraws Bq Financial Strength Rating

HQ GLOBAL: Has Until May 19 to Make Lease-Related Decisions
HUNTLEIGH TELECOMMS: Creditors Meeting Scheduled for March 11
J. CREW GROUP: Inks Board Room & Subordinated Loan Agreements
KAISER: Gets Go-Signal to Assume Rhodia Purchase & Sale Contract
KMART: Wants Lease Decision Time Extended Beyond Effective Date

LNR PROPERTY CORP: Fitch Affirms Subordinated Debt Rating at BB-
LUBY'S INC: Receives Notice of Default Under Credit Agreement
MARINER POST-ACUTE: Asks Court to Move Claims Objection Deadline
MCDERMOTT INT'L: Enters Pacts to Refinance Credit Facilities
MILACRON INC: Fourth Quarter Operating Results Show Improvement

MILACRON INC: Board Declares Quarterly Preferred Share Dividends
ML CBO VI: S&P Further Junks Class A Notes' Rating at CC
ML CBO VII: S&P Hatchets Class A Note Rating to CC from CCC+
MORGAN STANLEY: S&P Drops Ratings on Classes E & F1 to CCC/D
MOTO PHOTO: MOTO Franchise Acquires Substantially All Assets

NTL: Maxcor Initiates Suit to Resolve When-Issued Trade Disputes
PACIFIC GAS: State Street Bank Discloses 8.90% Equity Stake
PRIMUS: Launches Business Cellular Long Distance at Low Rates
QUEBECOR: S&P Plucks Ratings Off Watch on Sun Media Refinancing
QWEST COMMS: Posts Additional Internal Financial Review Results

RADIO ONE: Reports Improved Financial Results in Fourth Quarter
RAND MCNALLY: Case Summary & 20 Largest Unsecured Creditors
RE-CON BLDG: Creditors' Trustee Grants Cert. of Full Performance
RESOURCE AMERICA: Commences Exchange Offer for 12% Senior Notes
RIVIERA HOLDINGS: Fourth Quarter Net Loss Widens to $3.9 Million

ROWECOM INC: Wants Until Feb. 20 to File Schedules & Statements
SHELDAHL: Pensions Plus Hired to Help Terminate 401(k) Plan
SIERRA PACIFIC: Issuing $300MM Conv. Debt via Private Placement
SMLX TECHNOLOGIES: Assigns All Assets for Benefit of Creditors
SONIC FOUNDRY: Will Publish First Quarter Results Tomorrow

SUN WORLD INT'L: Creditors' Meeting Scheduled for March 20, 2003
TELEPANEL SYSTEMS: TSX Will Suspend Trading Effective March 10
TRIPATH TECHNOLOGY: Gets More Time to Meet Nasdaq Standards
UNITED AIRLINES: Gains Final Nod to Obtain $1.2BB DIP Financing
US AIRWAYS: ATSB Clears Application for Federal Loan Guarantees

US AIRWAYS: Intends to Assume and Reject North Carolina Leases
U.S. INDUSTRIES: Posts Improved Fin'l Results for Dec. Quarter
VICWEST CORP: Messrs. Brown and Charnetski Resign from Board
WESTPOINT STEVENS: Dec. 31 Net Capital Deficit Widens to $805MM
WHEELING-PITTSBURGH: Discl. Statement Hearing Continues Mar. 6

WORLDCOM INC: Look for Schedules and Statements by March 31

* Batchelder & Partners Changes Name to Relational Advisors

* DebtTraders' Real-Time Bond Pricing

                          *********

3DO COMPANY: December Quarter Results Beat Earnings Guidance
------------------------------------------------------------
The 3DO Company (Nasdaq: THDO) reported results for the third
fiscal quarter ended December 31, 2002, that are consistent with
or better than prior guidance. Net revenues for the second
quarter were $4.0 million compared to $15.2 million reported in
the same quarter last year. Revenues were reduced as a result of
the Company's decision not to release any major new games in the
fourth calendar quarter of 2002. As previously announced, the
Company is focused on developing a slate of major products
planned for release during calendar 2003. Operating loss for the
quarter came to $5.0 million versus an expected loss of $6.0 to
$7.0 million. Due to non-cash accounting charges of $2.2 million
associated with establishing a line of credit and a charge of
$0.5 million due to early extinguishment of debt, the net
results were a net loss of $7.7 million, compared to a net loss
of $27.0 million for the same quarter of the prior year. To
comply with accounting requirements the Company also recorded a
non-cash beneficial conversion feature charge of $9.7 million to
reflect an adjustment to the conversion price of preferred stock
issued in 2001, which exhausts any further beneficial conversion
feature charges.

The founder and chief executive officer, Trip Hawkins, extended
further loans to the Company to enable it to meet its short-term
liquidity needs, thus having advanced the Company a total of
$12.0 million at the time of this press release. The Company
also sold common stock to two institutional investors in January
2003, the first new equity investment in the Company since 2001.

Operating expenses exclusive of cost of revenues and one-time
expense write-offs declined to $7.0 million compared to $14.2
million in the same quarter last year, a reduction of 51%. All
spending categories have been reduced, including development
spending on unproven technologies, marketing and administration.
The Company will continue to exercise tight spending controls.

"We are pleased that the quarter turned out to be within and in
some instances even beating guidance," said Trip Hawkins, chief
executive officer. "We look forward to a strong March 2003
quarter when we begin delivering major new games on a regular
basis, led by High Heat Major League Baseball. The PlayStation 2
version has been approved by Sony and will hit the stores around
February 20 with the Xbox and PC versions following in the
coming weeks. I believe we have made great progress on our
strategy all year and we are now well into the start of a
promising calendar year 2003. The hardware customer base for our
games expanded significantly over the holiday period and we are
planning major releases in every quarter."

The Company expects strong revenue growth to more than $18
million in the quarter ending March 2003, despite some
challenges due to the soft market for the Nintendo GameCubeT
system and an increased focus on improving collection policies.
The Company still expects to return to profitability due to
tight spending controls. In calendar year 2003, revenues are
planned to grow to the $80 million level -- more than a 100%
improvement over the prior calendar year -- with substantial
improvements in net income. For fiscal 2004, ending March 31,
2004, the Company expects revenues at the $90 million level.

The 3DO Company, headquartered in Redwood City, Calif.,
develops, publishes and distributes interactive entertainment
software for personal computers, the Internet and advanced
entertainment systems such as the PlayStation(R)2 computer
entertainment system, and the Nintendo GameCube(TM) and Game
Boy(R) Advance systems. 3DO has also been licensed to develop
and publish interactive entertainment products compatible with
the Xbox(TM) video game system from Microsoft Corp. More
information about The 3DO Company and 3DO products may be found
on the Internet at http://www.3do.com

As previously reported in Troubled Company Reporter in early
October, 3DO obtained a conditional waiver from its revolving
credit facility lenders (Comerica  Bank - California and GE
Capital Commercial Services, Inc.) regarding then-existing
defaults through October 2002.  Thereafter, 3DO struck a deal
with its founder and chief executive officer Trip Hawkins to
obtain $10 million in fresh financial support, subordinated in
right of payment to GE Capital, and in consideration of warrants
to purchase 2 million shares of 3DO common stock (and
registration rights), exercisable over four years, with an
exercise price of $2.52 per share.

At Sept. 30, 2002, 3DO's balance sheet showed an accumulated
deficit of $254.3 million, raising "substantial doubt about the
Company's ability to continue as a going concern," the company
said in when it released it's half-year results in a Form 10-Q
filed with the SEC on Nov. 14.


ADELPHIA BUSINESS: WorldCom Seeks Stay Relief to Reject Contract
----------------------------------------------------------------
UUNET Technologies Inc., a debtor in the WorldCom Bankruptcy
Case, entered into a Master Services Agreement with the ABIZ
Debtors effective as of July 26, 2000 pursuant to which the
parties entered into a Primary Rate Interface Service Schedule
also effective as of July 26, 2000.  Pursuant to the PRI Service
Schedule, UUNET had the right to enter into an agreement for the
use of a specific PRI circuit on the Adelphia Business Solutions
Debtors' telecommunications network by issuing a service order.
UUNET issued a number of service orders for PRI circuits.
Specifically, these service orders include service orders for
1,169 PRI circuits which UUNET is no longer utilizing and thus
WorldCom has determined provide no benefit to its bankruptcy
estates.  The total annual cost under the Service Orders is
about $4,320,000.

According to Thomas R. Califano, Esq., at Piper Rudnick LLP, in
New York, UUNET is no longer using the circuit capacity pursuant
to the Service Orders.  UUNET has re-routed to other systems all
the traffic that was previously on the circuits under the
Service Orders.  Thus, WorldCom expects to have no use in its
ongoing business for the Circuits obtained under these specific
service orders.  The Service Orders is a cash drain on the
WorldCom bankruptcy estates.

Accordingly, WorldCom asks Judge Gerber for relief from the
automatic stay to reject, effective immediately, the Service
Orders.

By rejecting the Service Orders, Mr. Califano points out that
WorldCom will save the WorldCom bankruptcy estates $360,000 per
month or $4,320,000 per annum for circuitry that WorldCom deems
unnecessary.

Mr. Califano asserts that "cause" for relief exists in this
proceeding.  WorldCom has determined that the Service Orders,
which are now a burden to its estates, should be rejected.  A
debtor's right under Section 365 of the Bankruptcy Code to
reject burdensome contracts, which no longer benefit its estate
represents a fundamental and vital tool of reorganization under
the Bankruptcy Code.  Absent the relief, WorldCom will be
effectively denied its statutory rights under Section 365 and,
as a consequence, will be saddled with a possible administrative
burden to the prejudice of its bankruptcy estates and creditors.

Mr. Califano assures the Court that there will be no prejudice
to the ABIZ Debtors or their creditors if WorldCom is granted
the relief.  While the Service Orders ultimately may be rejected
in the WorldCom Bankruptcy Case, the ABIZ Debtors will recover
their capacity to sell to other customers.  Furthermore, the
contemplated proceeding to reject the Service Orders will not
impose a hardship on the ABIZ Debtors since they will not be
required to respond or otherwise to participate in the rejection
proceeding.  Moreover, the ABIZ Debtors' estates will not be
unfairly burdened by a modification of the stay to permit
WorldCom to reject the Service Orders. (Adelphia Bankruptcy
News, Issue No. 28; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


ADELPHIA COMM: Union Challenges $45M Exec. Compensation Package
---------------------------------------------------------------
In objections filed with the U.S. Bankruptcy Court for the
Southern District of New York, which is overseeing the
bankruptcy of Adelphia Communications Corp., the Communications
Workers of America criticized Adelphia's proposed $45 million
compensation package for two top executives while it seeks to
freeze wages and cut health care benefits for frontline workers.

CWA, which represents about 500 Adelphia workers, pointed out
that the company is unwilling to reach a fair agreement on
contracts for frontline workers but is anxious to provide a
windfall for the top two executive officers.

Adelphia's desire to boost executive compensation contrasts
sharply with the tactics the company uses in bargaining with CWA
over employee compensation, where it is "not even willing to pay
the industry standard of a 3.5 percent wage increase to hourly
employees," CWA said.

Adelphia "should be striving to preserve employee morale and to
depart from the corporate excesses of its past rather than
seeking to enrich new executives with inordinate sums," CWA told
the court.

These multi-million dollar agreements "appear far more generous
than the industry standard" and have not been shown to be
necessary to preserve the value of the estate, CWA said.

Adelphia's failure to consult with frontline employees who are
essential to the reorganization effort in proposing this
executive pay plan demonstrates a failure to exercise sound
business judgment, CWA said, urging the court to deny Adelphia's
motion seeking authorization for the $45 million compensation
packages.

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.


AEP INDUSTRIES: Weaker Performance Spurs S&P to Revise Outlook
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on AEP
Industries Inc., to negative from stable based on the company's
weaker-than-expected financial performance.

At the same time, Standard & Poor's affirmed its 'BB-' corporate
credit rating on the company. South Hackensack, N.J.-based AEP
produces various flexible packaging products in the U.S.,
Europe, and Asia. Total debt outstanding was $256 million as at
Oct. 31, 2002.

"The outlook revision reflects the company's weaker-than-
expected financial performance, which was caused by higher raw
material costs, and intensified competition in North America,"
said Standard & Poor's credit analyst Liley Mehta. "These
factors led to a further deterioration in the company's subpar
financial profile and eroded its liquidity position."

Standard & Poor's ratings on AEP reflect the firm's heavy debt
burden, which more than offsets a below-average business risk
profile that recognizes solid competitive positions in a number
of flexible packaging niches.


AGERE SYSTEMS: Names John W. Gamble Jr. as New EVP and CFO
----------------------------------------------------------
Agere Systems named John W. Gamble Jr. as executive vice
president and chief financial officer, effective immediately.
Gamble, currently the company's senior vice president and
business controller, replaces Mark T. Greenquist, who has
accepted a position at another company. Gamble will report
directly to John Dickson, president and CEO.

Gamble joined the company in January 2001 as senior vice
president and treasurer. He has been instrumental in
establishing and strengthening Agere's financial structure as it
became an independent company.

"I am very pleased that John will lead Agere's financial
operations," said Dickson. "He brings deep expertise to this
role through his efforts at Agere as well as his extensive
professional experience in similar positions at other companies.

"John has played a pivotal role in bolstering our balance sheet,
identifying and implementing our restructuring initiatives and
laying a solid foundation for profitable growth," added Dickson.
"I would like to thank Mark for his significant contributions to
Agere, and I look forward to continuing to work with John to
build financial momentum in what I expect will be our turnaround
year."

In prior positions at Agere, Gamble has managed a range of
treasury activities, including Agere's investment and debt
portfolios and relationships with investment and commercial
banks, and credit rating agencies. Gamble has led efforts to
improve the company's capital structure, including repayment of
Agere's short-term bank credit facility and raising a $410
million convertible debt offering. He also had oversight of
Agere's facilities consolidation, which includes centralizing
the company's North American manufacturing operations at its
Orlando, Fla. facility.

"I am pleased with the steps we have taken to put the company on
a growth track, and am excited by this opportunity to play a
broader role in contributing to Agere's success," said Gamble.
"With Agere well on its way to achieving profitability, I
believe we are strongly positioned to take advantage of the
opportunities ahead of us."

Gamble joined Agere from Honeywell International, where he was
the vice president and chief financial officer of Honeywell
Industrial Controls, based in Phoenix, Arizona. Gamble joined
Honeywell, formerly AlliedSignal, in 1996 as Assistant
Treasurer, Global Finance. He also served as that company's vice
president of Business Planning and Analysis. Prior to joining
AlliedSignal, Gamble held a number of positions with General
Motors, including treasurer of General Motors of Canada,
director of International Acquisitions and Divestitures, manager
of Overseas Financing and manager of Investor Relations.

Agere Systems, whose $220 million Convertible Notes are rated by
Standard & Poor's at 'B', is a premier provider of advanced
integrated circuit solutions that access, move and store network
information. Agere's access portfolio enables seamless network
access and Internet connectivity through its industry-leading
WiFi/802.11 solutions for wireless LANs and computing
applications, as well as its GPRS offering for data-capable
cellular phones. The company also provides custom and standard
multi-service networking solutions, such as broadband Ethernet-
over-SONET/SDH components and wireless infrastructure chips, to
move information across metro, access and enterprise networks.
Agere is the market leader in providing integrated circuits such
as read-channel chips, preamplifiers and system-on-a-chip
solutions for high- density storage applications. Agere's
customers include the leading PC manufacturers, wireless
terminal providers, network equipment suppliers and hard-disk
drive providers. More information about Agere Systems is
available from its Web site at http://www.agere.com


AIR CANADA: Revenue Passenger Miles Slide-Down 2.1% in January
--------------------------------------------------------------
Air Canada mainline flew 2.1 per cent fewer revenue passenger
miles in January 2003 than in January 2002, according to
preliminary traffic figures. Capacity increased by 1.6 per cent,
resulting in a load factor of 70.4 per cent, compared to 73.0
per cent in January 2002; a decrease of 2.6 percentage points.

Jazz, Air Canada's regional airline subsidiary, flew 9.9 per
cent greater revenue passenger miles in January 2003 than in
January 2002, according to preliminary traffic figures. Capacity
increased by 2.7 per cent, resulting in a load factor of 53.7
per cent, compared to 50.2 per cent in January 2002; an increase
of 3.5 percentage points.

"Our North American traffic results continued to be negatively
impacted by increased capacity from low-fare domestic carriers,
U.S. regional airlines and from hubs of mainline U.S. carriers",
said Rob Peterson, Executive Vice President and Chief Financial
Officer.

"While U.S. transborder traffic rose 0.8 per cent at the
mainline, the schedule for January also reflected increased
transborder flying by our regional carrier, Jazz. On a combined
basis, U.S. transborder traffic increased 2.1 per cent on an
improved eastern Seaboard and Florida performance partially
offset by the suspension of service from Vancouver to Boston and
Washington, and a softer California market. Traffic on the China
and Japan services continued to expand rapidly and offset the
impact of the suspension of our Vancouver-Taipei route," said
Mr. Peterson.

As reported in Troubled Company Reporter's Tuesday Edition,
Standard & Poor's 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.


AMAZON.COM: S&P Affirms Low-B Rating & Changes Outlook to Stable
----------------------------------------------------------------
Standard & Poor's Rating Services affirmed its 'B' corporate
credit rating on Amazon.com and revised its outlook on the
company to stable from negative.

Amazon.com had $2.3 billion of funded debt outstanding as of
December 31, 2002.

"The outlook revision is based on the company's increased rate
of sales growth and improved operating performance during a
difficult economic period. Amazon.com's rate of sales growth
increased to 26% in 2002 from 13% in 2001 due to its free
shipping program, increased product offerings, and continued
growth of on-line sales," said Standard & Poor's credit analyst
Diane Shand. "Moreover, the company's operating margin increased
to 9.9% in 2002 from 4.5% in 2001 as a result of sales leverage
and the company's focus on cost improvement."

Standard & Poor's also said that the ratings are constrained by
Amazon.com's low level of profitability and its sizable debt
burden. Support for the ratings is provided by the company's
large and growing customer base, improved margins, and
substantial cash holdings.

Amazon.com has been successful at creating a strong brand, which
is critical to the long-term success of any retailer selling
goods through the Internet. Its active customer list has grown
to 31 million in 2002 and the company has been reporting
positive profits since the fourth quarter of 2001 on a pro forma
basis.

Standard & Poor's believes the company needs to continue to
increase its customer base in a very difficult retail
environment in order to continue to significantly increase
operating income.

Amazon.com's Sept. 30, 2002, financial statements show the
company's liabilities exceeding assets by more than $1.4 billion
and losses of $152 million for the first nine months of 2002.
The Washington Service tabulates that Chairman Jeffrey P. Bezos
sold 5,000,000 of his shares within the past year at prices
ranging from $11 to $22 per share.


APPLIED EXTRUSION: Hosting Q1 Earnings Conference Call Today
------------------------------------------------------------
Applied Extrusion Technologies, Inc., (NASDAQ NMS:AETC) intends
to hold a conference call today at 9:00 AM to discuss its
financial results for the first fiscal quarter ended
December 31, 2002. To listen live via the Internet, visit the
Investor Relations section of AET's Web site at
http://www.aetfilms.com  To access the conference call by
phone, dial 1-800-230-1092 and reference access code "AET Call".
A taped replay of the conference call will also be available
from approximately 12:30 PM Eastern Time today until midnight on
February 20, 2003. To listen to the replay, dial 1-800-475-6701
from within the U.S. or 320-365-3844 from outside the U.S. and
enter access code 674720.

Applied Extrusion Technologies, Inc., is a leading North
American developer and manufacturer of specialized oriented
polypropylene films used primarily in consumer products labeling
and flexible packaging applications.

                          *    *    *

As reported in Troubled Company Reporter's October 11, 2002
edition, Standard & Poor's affirmed its single-'B' corporate
credit rating on Applied Extrusion Technologies Inc., and
removed the rating from CreditWatch, where it was placed on
July 8, 2002. The outlook is now negative.

The rating reflects the company's below-average business risk
profile, very aggressive debt leverage, and limited financial
flexibility. The company enjoys a leading share of the OPP
market and benefits from a low-cost position.


ASIA GLOBAL CROSSING: Committee Hires Houlihan Lokey for Advice
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of the Asia Global
Crossing Debtors seek the Court's authority to retain Houlihan
Lokey Howard & Zukin Capital as its financial advisor, nunc pro
tunc to November 25, 2002.

Committee Chairman Robert D. Petty, explains that the Committee
needs to retain a financial advisor to assist them in the
critical tasks associated with analyzing and implementing
critical restructuring alternatives, and to help guide them
through their reorganization efforts.  As a result of their
careful deliberations, and through the exercise of their
business judgment, the Committee determined that Houlihan
Lokey's broad experience, including the considerable experience
gained as financial advisor to the Ad Hoc Committee, would best
serve the interests of the Committee, its counsel, and the
creditors in these cases.

According to Mr. Petty, Houlihan Lokey is a nationally
recognized investment banking/financial advisory firm with 9
offices worldwide, and more than 300 professionals.  Houlihan
Lokey provides investment banking and financial advisory
services and execution capabilities in a variety of areas,
including financial restructuring, where Houlihan Lokey is one
of the leading investment bankers and advisors to debtors,
bondholder groups, secured and unsecured creditors, acquirers,
and other parties-in-interest involved in financially distressed
companies, both in and outside of bankruptcy.  Houlihan Lokey's
Financial Restructuring Group, which has over 80 professionals
dedicated to these engagements, will be providing the agreed
financial advisory services to the Committee.  Mr. Petty points
out that Houlihan Lokey has served as a financial advisor in
some of the largest and most complex restructuring matters in
the United States, including serving as the financial advisor to
the debtors in the Chapter 11 proceedings of XO Communications,
NII Holdings, Inc. (Nextel International), Covad Communications,
Inc., and AmeriServe Food Distribution, Inc., and as the
financial advisor to the official creditors' committees in the
Chapter 11 proceedings of WorldCom, Inc., Enron Corporation,
Williams Communications Group, Inc., Laidlaw, Inc., and The
Loewen Group, Inc., to name a few of its representative
engagements.  In addition, Houlihan Lokey's Financial
Restructuring Group has particular expertise in regard to the
telecommunications industry, where Houlihan Lokey has provided
financial advisory and investment banking services to many
telecommunications companies and their creditors throughout the
world, including McLeod USA, Impsat Fiber Networks, Inc., Flag
Telecom Holdings, Ltd., Global Telesystems, Inc. GST
Telecommunications and CTI Mov­l to name a few of its
engagements.

As financial advisor to the Official Committee of Unsecured
Creditors, Houlihan Lokey is expected to:

    -- evaluate the Debtors' assets and liabilities;

    -- analyze and review the Debtors' financial and operating
       statements;

    -- analyze the Debtors' business plans and forecasts;

    -- evaluate all aspects of any debtor-in-possession
       financing, cash collateral usage and adequate protection
       therefore and any exit financing in connection with any
       plan of reorganization and any related budgets;

    -- provide specific valuation or other financial analyses as
       the Committee may require in connection with the cases;

    -- help with the claim resolution process and distributions;

    -- assess the financial issues and options concerning the
       sale of any assets of the Debtors either in whole or in
       part, any and all capital raising activities, and the
       Debtors' plan of reorganization or any other plans of
       reorganization;

    -- prepare, analyze and explain the Plan to various
       constituencies; and

    -- provide testimony in court on the Committee's behalf, if
       necessary.

Pursuant to the Engagement Letter, Houlihan Lokey will be
entitled to receive, as compensation for its services:

    -- a $150,000 Monthly Fee;

    -- a fee in the event that a transaction is consummated in
       an amount equal to 1% of Unsecured Creditor Recoveries;
       and

    -- reimbursement of all reasonable out-of-pocket expenses.

Mr. Petty relates that the Engagement Letter provides that the
Debtors will indemnify and hold Houlihan Lokey harmless against
any and all losses, claims, damages or liabilities in connection
with the engagement, except to the extent they arise as a result
of any gross negligence, willful misconduct, bad faith or self-
dealing on the part of Houlihan Lokey in the performance of its
services.  Pursuant to the agreement it has reached with the
Office of the United States Trustee in other engagements in this
Court, Houlihan Lokey has agreed to certain modifications of the
indemnification provisions.

Houlihan Lokey Senior Vice President Christopher DiMauro assures
the Court that the firm does not represent any of the Debtors'
creditors or other parties to this proceeding, or their
attorneys or accountants, in any matter which is adverse to the
interests of any of the Debtors as debtors-in-possession, and is
a "disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.  In addition, Houlihan Lokey does not hold any
interest adverse to any of the Debtors as debtors-in-possession
or their estates in the matters on which Houlihan Lokey is to be
engaged.  However, Mr. DiMauro reports that Houlihan Lokey has
provided services in unrelated matters to these parties: Wyndham
International Inc., Yahoo! Inc., Diamond.com, Starwood Capital
Group L.P., Key3media, Christensen Miller Fink & Jacobs, Gibson
Dunn & Crutcher, Lazard Freres Real Estate Investors, Perkins
Coie LLP, Preston Gates Ellis For Sun Studs, Internet Research
Group, Merrill Lynch & Company, Goldman Sachs & Company, and
Lehman Brothers Inc.

Houlihan Lokey had been retained prior to the Petition Date on
the Ad Hoc Committee's behalf.  Pursuant to this retention, Mr.
DiMauro informs the Court that Houlihan Lokey had been paid
$1,513,341 as compensation for its services and reimbursement of
expenses for its services.  Accordingly, Houlihan Lokey is not a
prepetition creditor of the Debtors.

                        *     *     *

Judge Bernstein authorizes the Committee to retain Houlihan
Lokey as financial advisors, on an interim basis, pending a
final hearing on adequate notice, pursuant to the terms and
conditions of the Engagement Letter.

As compensation for its services during the Interim Period,
Houlihan Lokey will receive:

    -- a $150,000 Monthly Fee; and

    -- reimbursement of Houlihan Lokey's reasonable out-of-
       pocket expenses, which will not be subject to challenge
       except under the standard of review set forth in Section
       328(a) of the Bankruptcy Code.

During the Interim Period, Judge Bernstein directs the Debtors
to indemnify and hold harmless Houlihan Lokey and their
affiliates, and their past, present and future directors,
officers, shareholders, employees, agents and controlling
persons pursuant to the Engagement Letter but subject to these
conditions:

    -- All requests of Indemnified Persons for payment of
       indemnity, contribution or otherwise pursuant to the
       Indemnification and Engagement Letter, will be made by
       means of an Interim and Final Fee Application and will be
       subject to the approval of, and review by, the Court to
       ensure that the payment conforms to the terms of the
       Indemnification, the Bankruptcy Code, the Bankruptcy
       Rules, the Local Bankruptcy Rules, and the orders of this
       Court, and is reasonable based on the circumstances of
       The litigation or settlement in respect of which the
       indemnity is sought, provided, however, that in no event
       will an Indemnified Person be indemnified, or receive
       contribution in the case of bad-faith, self-dealing,
       breach of fiduciary duty, if any, gross negligence or
       willful misconduct on the part of that or any other
       Indemnified Person;

    -- In no event will an Indemnified Person be indemnified or
       receive contribution or other payment under the
       Indemnification if the Debtors, their estates, or the
       Committee assert a claim for, and the Court determines by
       final order that the claim arose out of, bad faith, self
       dealing, breach of fiduciary duty, if any, gross
       negligence, or willful misconduct on the part of that or
       any other Indemnified Person; and

    -- In the event an Indemnified Person seeks reimbursement
       for attorneys' fees from the Debtors, the invoices and
       supporting time records from these attorneys will be
       annexed to Houlihan Lokey's own Interim and Final Fee
       Applications, and these invoices and time records will be
       subject to the U.S. Trustee's guidelines for compensation
       and reimbursement of expenses and the approval of the
       Bankruptcy Court under the standards of Section 330 of
       the Bankruptcy Code without regard to whether the
       attorney has been retained under Section 327 of the
       Bankruptcy Code. (Global Crossing Bankruptcy News, Issue
       No. 34; Bankruptcy Creditors' Service, Inc., 609/392-
       0900)

Asia Global Crossing's 13.375% bonds due 2010 (AGCX10USR1) are
trading at about 12 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=AGCX10USR1
for real-time bond pricing.


ASPEN GROUP: Continues Talks to Resolve Credit Pact Default
-----------------------------------------------------------
Aspen Group Resources Corporation (OTCBB:ASPGF) (TSX:ASR)
completed a private placement of 12 million Units at $0.14 each
for gross proceeds of C$1.68 million. Each Unit is comprised of
one common share and one half of one common share purchase
warrant with each whole common share purchase warrant
exercisable for one common share at a price of $0.18 until
August 10, 2004. The Units were issued pursuant to an agency
agreement with Dundee Securities Corporation. The common shares
and warrants issued will carry a four-month hold period under
Canadian securities laws from the date of close.

The private placement is a component in management's plan for
returning the Company to profitability. Net proceeds from the
offering will be used for working capital purposes, including
maintenance on the Company's US and Canadian gas producing
properties, and used to reduce debt.

"We are committed to turning Aspen back into a growing,
profitable enterprise," stated Robert Calentine, CEO of Aspen.
"Since accepting the position of CEO in October of last year, we
have made excellent progress in accessing and addressing the
challenges Aspen faces. This infusion of capital is one of the
first of several significant steps in the process of turning
this company around."

In addition to completing the private placement, Aspen is
addressing other areas of its operations in order to reduce
operating expenses, rationalize its portfolio US and Canadian
properties and rejuvenate its drilling and production programs.
To date, the Company has taken several steps in this process
including:

     -- Significant staff reductions and the initiation company-
wide cost controls including the relocation of the Company's
Oklahoma City offices to more efficient, cost effective
facilities. The net effect of these reductions will have a small
impact on the fourth quarter results, but should become very
apparent throughout 2003.

     -- A thorough review of the Company's operations, assets,
and reserves for the purpose of determining the properties,
which provide Aspen the highest production and growth potential.
The Company has identified several properties that have been
deemed non-core and will be sold in order to raise additional
capital for re-investment into core areas and further reduction
of debt. Through this review, Aspen has also determined that it
will focus solely on natural gas which currently accounts for 85
percent of its current production Therefore, management has
elected to monetize one of its oil producing assets, which is
located in the El Dorado Field in Kansas.

     -- The Company is currently in advanced negotiations with
its lender regarding the default in its credit facility and
believes that it can resolve these issues and repair the
relationship with this institution.

"We are also in the final steps of identifying the right people
to aide us in this process. Aspen has some very good internal
resources and we will draw on those in order to create a new
management team to lead this Company. With their input, we
intend to finalize and execute a formal business plan that will
provide the best opportunity to make Aspen a sustainable,
growing and profitable company once again," added Mr. Calentine.
"We look forward to reporting back to our shareholders soon on
our progress."

Aspen Group Resources Corporation is an independent oil and
natural gas producer engaged in the acquisition, exploration,
production and development of oil and natural gas properties in
the Mid Continent Region in the US and Western Canada. Aspen's
shares trade on The Toronto Stock Exchange under the symbol ASR
and on the OTCBB under the symbol ASPGF.


ATSI COMMS: First Creditors' Meeting to Convene on March 3, 2003
----------------------------------------------------------------
The United States Trustee for Region VII will convene a meeting
of ATSI Communications, Inc.'s creditors on March 3, 2003, at
8:30 a.m., in Room 333 at the U.S. Post Office & Courthouse,
located at 615 E. Houston Street in San Antonio, Texas.  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.

ATSI Communications, Inc. -- an emerging international carrier
serving the rapidly expanding niche markets in and between Latin
America and the United States, primarily Mexico -- filed for
chapter 11 protection on February 4, 2003 (Bankr. W.D. Tex. Case
No. 03-50753).  Martin Warren Seidler, Esq., at the Law Offices
of Martin Seidler represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed over $10 million in assets and less than
$10 million in debts.


B/E AEROSPACE: S&P Places BB- Credit Rating on Watch Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'BB-' corporate credit rating, on B/E Aerospace Inc., on
CreditWatch with negative implications.

"The action stems from the company's announcement that it will
record a charge to earnings of about $30 million, coupled with
continued weakness in the airline industry, BE Aerospace's
primary market," said Standard & Poor's credit analyst Roman
Szuper.

The charge will be a write-off of a receivable created in
connection with the sale of the firm's in-flight entertainment
business to the Thales Group in 1999; that receivable
represented the final payment expected from Thales.

The charge, which will further weaken BE Aerospace's highly
leveraged balance sheet, coincides with poor operating results,
due to a very challenging environment of its airline customers,
especially in the U.S. That environment is likely to deteriorate
further if there is a war with Iraq.

Wellington, Florida-based BE Aerospace is the largest
participant in the commercial aircraft cabin interior products
market, with a leading share of that business on corporate jets.
Both markets are currently is a significant downturn.

Standard & Poor's will meet with management to assess the impact
of recent industry and company-specific developments to
determine their effect on credit quality.


BUDGET GROUP: US Trustee Balks at Latham's Terms of Engagement
--------------------------------------------------------------
Julie L. Compton, Esq., in Wilmington, Delaware, notes that the
affidavit submitted by Latham partner Laura A. DeFelice states
that "Latham currently represents Yucaipa that is contemplating
providing an equity investment in [Budget Group Inc., and its
debtor-affiliates."  No further disclosure was made regarding
this matter.  After further inquiry of the Debtors and Latham,
the U.S. Trustee learned that beginning in March 2002, and
continuing until September 3, 2002, more than a month into the
Debtors' bankruptcy, Latham represented Yucaipa Companies LLC in
connection with a due diligence review of the Debtors in
preparation for a potential equity investment by Yucaipa.

The U.S. Trustee learned that prior to the Petition Date:

  A. Latham's work consisted of extensive due diligence review
     and investigation of the Debtors' financing documentation,
     public filings, licensing agreements, environmental
     compliance, material contracts, change in control
     provisions and other matters;

  B. The tax implications of Yucaipa's investment were
     explored as well as potential bankruptcy filing scenarios;

  C. Latham met with the Debtors' advisors, accountants and
     members of management in connection with the due diligence
     process on Yucaipa's behalf; and

  D. Latham negotiated and drafted a letter of intent on
     Yucaipa's behalf to make an equity investment in the
     Debtors.

The U.S. Trustee further learned that subsequent to the Petition
Date, Latham:

  A. continued due diligence on Yucaipa's behalf;

  B. reviewed the Cendant purchase agreement and worked on a
     potential bid from Yucaipa with a related motion for filing
     with the Bankruptcy Court;

  C. reviewed Yucaipa's legal rights with respect to the
     proposed sale to Cendant and prepared draft pleadings with
     respect to the proposed sale, although these pleadings were
     never filed.

Ms. Compton reports that between March 4, 2002 and September 3,
2002, Latham incurred $990,000 in fees in connection with
Yucaipa's representation.  The facts described were not
disclosed to the Court, even after the U.S. Trustee requested
additional information and, after receiving it, indicated his
continuing concerns about Yucaipa's representation.

The information gathered by the U.S. Trustee regarding Latham's
representation of Yucaipa with respect to a potential investment
in and purchase of the Debtors, concurrent with its
representation of the Debtors with respect to the Fleet
Financing Program, establishes that Latham is unable to satisfy
the requirements of Section 327(e) of the Bankruptcy Code.

Ms. Compton relates that by the Debtors' own admission, fleet
financing was absolutely necessary for the Debtors to "fleet up"
during the peak summer months and the business operations risked
severe disruption in the event the Fleet Financing Program was
not approved by this Court.  Clearly, the Debtors believed that
the Fleet Financing Program was vital to the success of its
reorganization efforts, which contemplated a sale of the
business.

Given the importance of the Fleet Financing Program to the
Debtors' business and its efforts to sell its assets, Ms.
Compton tells the Court it is inconceivable to think that a
prospective investor or purchaser would not have a direct
interest in the fleet financing as part of its due diligence
efforts.  Indeed, as part of its due diligence, Latham reviewed
and investigated the Debtors' financing documentation; in
effect, Latham reviewed on Yucaipa's behalf its own work
produced for the Debtors.  The U.S. Trustee has not yet obtained
Latham's time records for either the Debtors' or Yucaipa's
representation, but presumably Latham not only reviewed its own
work on Yucaipa's behalf, but it seems likely that Latham was
also drafting and structuring the fleet financing at the same
time it was representing Yucaipa's interests.  Latham
represented an interest that was directly adverse with respect
to the work Latham performed for the Debtors relating to the
fleet financing.

Moreover, Ms. Compton adds that Latham continued to represent
Yucaipa even after the Debtors had determined to enter into an
Asset Purchase Agreement with Cendant.  The duties owed by
Latham to the Debtors and, by extension, the stalking horse,
necessarily conflicted with the duties owed to Yucaipa, another
potential purchaser.  That Latham represented the Debtors in the
capacity of special structured finance counsel as opposed to
mergers and acquisition counsel is a distinction that is
meaningless in this instance, given the significance of the
fleet financing to the business and, hence, the sale.

                       Debtors Respond

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor LLP,
in Wilmington, Delaware, points out that for two and a half
years prior to the Sale, Latham served as the Debtors' counsel
with respect to the establishment, development and maintenance
of their multi-billion dollar structured automobile fleet
financing program.  Because of Latham's knowledge base and
unique familiarity with the complex Fleet Financing Program, the
Debtors sought to retain Latham for the specific purpose of
continuing to provide advice in connection with, and act as
primary counsel for, the Fleet Financing Program.

Mr. Brady asserts that due to Latham's unique position with
respect to the Debtors, its institutional knowledge of the
Debtors' Fleet Financing Program, and the Debtors' need to
obtain the requisite vehicle financing in a short amount of
time, the Debtors believed that Latham's services would be in
their best interests.  Indeed, Latham provided valuable
structured finance advice and services to the Debtors that
contributed to the closing of the Sale by November 22, 2002.

Furthermore, Mr. Brady believes that there is no conflict of
interest regarding Latham's concurrent representation of the
Debtors as special structured finance counsel and of Yucaipa as
a potential equity investor.  The Debtors were fully apprised of
Latham's Yucaipa engagement and consented to the representation,
provided that separate teams of Latham attorneys would work on
the engagements.

Mr. Brady asserts that the interests of Yucaipa and the Debtors
are aligned with respect to the Fleet Financing Program and
there is "no conflict of interest concerning the matter at
hand."   It was in the best interests of the Debtors and Yucaipa
to obtain the most favorable terms as possible under the Fleet
Financing Program.  In fact, since the Debtors were pursuing a
strategy to sell substantially all their assets, including the
vehicle fleet, for the highest and best offer, it would be
beneficial to the Debtors and all interested investors to obtain
the best terms under the Debtors' Fleet Financing Program.
Since Latham's representation was limited to structured finance
issues involving the Fleet Financing Program, its concurrent
representation of Yucaipa could not constitute an adverse
position with respect to the Debtors or their estates regarding
the matter for which Latham is being retained.

                     Latham Airs Its Side

Robert J. Rosenberg, Esq., at Latham & Watkins, in New York,
informs the Court that Latham's representation of Yucaipa in
connection with this potential investment was discussed with the
Debtors' officers namely Robert Aprati, General Counsel, and
William Johnson, Chief Financial Officer.  It was agreed that a
separate team of lawyers -- other than those representing the
Debtors -- would work on Yucaipa's behalf.  The firm's
representation of the Debtors was discussed with Yucaipa who
also agreed to the terms of the representation.

Latham did perform valuable services in connection with the
Fleet Financing Program and that its representation of the
Debtors was not affected by its concurrent representation of
Yucaipa. Moreover, the Debtors believe that Latham acted only in
the best interests of their estates with respect to the Fleet
Financing Program.

Notwithstanding the U.S. Trustee's arguments, which ignore the
language of the Bankruptcy Code and case law interpreting it,
the Debtors' employment of Latham is proper because Latham meets
the statutory criteria set forth in Section 327(e) of the
Bankruptcy Code.  Ms. Rosenberg argues that the Trustee's
irrelevant musings regarding Latham's representation of Yucaipa
are insufficient for the Court to find that Latham, in its
representation of Yucaipa, represented an interest adverse to
the Debtors with respect to the Fleet Financing Program.  In
fact, assisting Yucaipa in its assessment of the investment was
beneficial to the Debtors, as was negotiating and completing the
Fleet Financing Program.

Mr. Rosenberg observes that in support of the Objection, the
U.S. Trustee merely argued that Latham represented a party
interested in the Debtors' cases.  At no point, however, does
the Objection attempt to show, through analogy, citation to case
law or otherwise, that Latham's representation of Yucaipa
implicated Section 327(e)'s prohibition against Latham "holding
or representing an interest adverse to the debtor or the estate
with respect to the matter" for which Latham was employed.
Whether or not Latham represented an interest adverse to the
Debtors or its estate is based on a "common sense divination of
adversity" which is to be determined on a case-by-case basis.
Mr. Rosenberg adds that the U.S. Trustee also fails to offer any
discussion of adversity, let alone a common sense one.  The
Debtors, which consented to the representation of Yucaipa, did
not see any adversity either.  The absence of any explanation or
discussion of adversity by the U.S. Trustee further amplifies
that fact that Latham does not hold or represent an interest
adverse to the Debtors on the matters for which it is to be
retained.

Mr. Rosenberg states that the requirement that special counsel
not hold or represent an interest adverse to the estate on the
matter which special counsel is to be employed prevents the
employment of a special counsel who represents a client that is
an opponent of the estate in the matter for which the attorney
is to be engaged.  Yucaipa was not, at any point, an opponent of
the estate with respect to the Fleet Financing Program.  Latham
did not represent anyone other than the Debtors in connection
with the Fleet Financing Program.  Also, Latham did not
negotiate or advocate a position on Yucaipa's behalf with
respect to the Fleet Financing Program.

Mr. Rosenberg argues that the Objection is misstating the legal
standard by arguing that Latham should be disqualified because
it is "inconceivable to think that a prospective purchaser
[Yucaipa] would not have a direct interest in the fleet
financings as part of its due diligence efforts."  This
statement demonstrates the misapplication of the legal standard
by the U.S. Trustee replacing the requirement of no "adverse
interest" with no "direct interest."  More relevantly, it is
inconceivable that Yucaipa, if it had an interest in the
structure or terms of the Fleet Financing Program, that this
interest would be adverse to that of the Debtors' interest.
Rather, the interests of Yucaipa and the Debtors in the Fleet
Financing Program would be aligned.

According to Mr. Rosenberg, the Debtors wished to structure the
Fleet Financing Program on terms as favorable as possible to
them.  Yucaipa, as a potential equity investor in the Debtors,
would want the Debtors to enter into a favorable transaction to
make its potential investment that much more valuable or at
least more viable.  To think of this issue from the opposite
perspective makes this analysis that much more clear.  It simply
strains credulity to believe that Yucaipa would prefer to have
the Debtors enter into a Fleet Financing Program with bad terms.
This result would serve no conceivable interest of Yucaipa as a
potential equity investor.

Mr. Rosenberg assures the Court that Latham, in its
representation of Yucaipa, has no residual loyalty to Yucaipa
that would affect its ability to objectively advance the
interests of the Debtors and their estates in the Fleet
Financing Program.  Even if Latham were seeking to protect or
advance Yucaipa's interest in its capacity as special structured
finance counsel which it is not, the advancement of those
interests would have best been served by providing the Debtors
with a securitization program that maximizes the benefits to the
Debtors' business, thus making it a better investment to Yucaipa
as a potential purchaser.

In sum, Mr. Rosenberg concludes that the U.S. Trustee's
assertion that the Debtors' employment of Latham as special
counsel is inappropriate under Section 327(e) ignores the facts
of this case and would have the effect of rewriting the statute.
Yucaipa employed Latham to provide counsel to it in its efforts
to make an equity investment in a business that was as strong
and healthy as possible through reorganization.  Latham's work
as special structured finance counsel to the Debtors assisted in
the creation of a Fleet Financing Program that was a component
in the preservation of the Debtors' business.  Because of this
arrangement, the interests of Yucaipa and the Debtors were
aligned -- both parties desired a Fleet Financing Program that
would enhance or maintain the Debtors' business going forward.
Thus, the interests of Yucaipa and the Debtors were not adverse
and, consequently, Latham's representation of the Debtors is
permissible under Section 327(e). (Budget Group Bankruptcy News,
Issue No. 15; Bankruptcy Creditors' Service, Inc., 609/392-0900)


CABLEVISION SYSTEMS: Reports Improved Fourth Quarter Performance
----------------------------------------------------------------
Cablevision Systems Corporation (NYSE:CVC) released financial
results for the three months ended December 31, 2002. The three
and twelve month results and the percentage increases or
decreases are presented on a pro forma basis. Pro forma results
are presented to provide a better understanding of the company's
results and trends from which to measure past performance.

Consolidated net income amounted to $517.4 million for the three
month 2002 period, compared to a net loss of $281.6 million in
the comparable 2001 period. Consolidated fourth quarter results
from continuing operations, reflect net revenues of $1.2
billion, a 4% pro forma increase compared to the prior year
period, and Adjusted EBITDA of $278.9 million, a 26% pro forma
increase from the prior year period. Adjusted EBITDA is defined
as operating profit before depreciation and amortization and
excludes the effects of long-term incentive and stock plans
income or expense and restructuring charges.

Telecommunications Services net revenues rose to $617.7 million,
an 8% pro forma increase, and Adjusted EBITDA increased to
$251.6 million, a 20% pro forma increase over the year-earlier
period. Telecommunications Services Adjusted EBITDA margin was
40.7% in the December 2002 quarter compared to 36.8% in the
fourth quarter of 2001. The Adjusted EBITDA margin improvement
is attributable to continued strong revenue growth from the
high-speed data service and commercial telephone businesses, and
the effects of cost saving measures implemented in the third and
fourth quarters in the Telecommunications Services businesses.

Rainbow Media's Core Networks' (consisting of AMC, The
Independent Film Channel (IFC), WE: Women's Entertainment (WE),
and Consolidated Regional Sports) net revenues rose 27% to
$132.1 million and Adjusted EBITDA increased 64% to $43.6
million due to strong growth at AMC, IFC, and WE, resulting from
the introduction of advertising during the quarter on AMC and WE
as well as strong subscriber gains.

Cablevision President and CEO James L. Dolan commented:
"Cablevision's cable, Lightpath and high-speed businesses
continued to generate solid results in the fourth quarter. An 8%
increase in revenue and 20% growth in Adjusted EBITDA were
largely fueled by continued strong demand for our high-speed
data service and another excellent quarter for Lightpath.
Especially noteworthy in the fourth quarter was that our
industry-leading digital television service, iO: Interactive
Optimum, added 136,000 new customers, an increase of 169% for
the quarter, finishing the year with more than 216,000
subscribers."

Mr. Dolan continued: "Rainbow Media's national networks reported
outstanding results for the fourth quarter as well. Driven
largely by an expanding advertising revenue stream and
subscriber gains, the core networks reported a 27% increase in
revenue and a 64% growth in Adjusted EBITDA."

"In the fourth quarter, Cablevision made excellent progress
executing its growth plan. The company's accelerated digital
rollout doubled the number of homes capable of receiving digital
services from 1.6 million to 3.4 million. In addition,
Cablevision took a number of steps to reduce expenses
dramatically including, most recently, the company's decision to
exit the consumer electronics business by the end of the second
quarter. The company also moved forward with a number of
strategic transactions including, the sale of Bravo network and
the participation in Northcoast's agreement to sell 50 of its
PCS licenses for $750 million. These important steps, in
addition to an investment by Quadrangle Capital Partners, have
both strengthened the company's financial position and added
flexibility. In 2003, we will continue that progress and feel
confident in our guidance that we will achieve free cash flow in
2004," Mr. Dolan concluded.

                    Telecommunications Services

Telecommunications Services is comprised of:

     -- Consumer Services: analog video, digital video, high-
        speed data (HSD), residential telephony and
        R&D/Technology, and

     -- Business Services: Lightpath's commercial telephony,
        high-speed data and broadband businesses throughout the
        New York metropolitan area

Consumer Services

Net revenues for the fourth quarter increased 8% on a pro forma
basis over the year-earlier period to $583.4 million. Adjusted
EBITDA for the three month period rose 17% on a pro forma basis
to $234.5 million, compared to the year-earlier period. Fourth
quarter results include:

     -- 226,000 new HSD and digital service customers - a record
        quarterly gain

     -- 216,500 iO: Interactive Optimum SM digital video
        customers, more than 136,000 new customers added during
        the quarter - 10,500 per week

     -- 770,100 HSD customers, more than 90,100 new customers
        added during the quarter - 6,900 per week

     -- 20.8% HSD penetration of homes released compared to
        17.0% in December 2001

     -- HSD revenue per subscriber averaged $36.82 in December
        2002, up 21% from $30.48 in the year-earlier period

     -- Total consumer products revenue per basic video customer
        for December 2002 increased 10% to $65.13 compared to
        $59.48 for December 2001

     -- A loss of 5,300 cable subscribers in the quarter
        compared to September 30, 2002

     -- Advertising revenue rose 20% compared to the prior year
        period due to strong election related advertising as
        well as strong regional and national advertising buys

     -- Adjusted EBITDA margin of 40.2%, up from 37.1% in
        December 2001, due to strong HSD revenue growth
        resulting from significant new customer additions, a HSD
        service rate increase, and lower departmental expenses
        as the company implemented its restructuring plan during
        the third and fourth quarters.

At December 31, 3.4 million homes passed were capable of
receiving iO, the company's industry-leading digital video
offering. This is more than double the 1.6 million digital video
capable homes at September 30, 2002. At year-end, digital video
service, including video-on-demand and subscription video-on-
demand, was available to 77% of the 4.4 million homes passed by
the company's broadband network.

Business Services

Lightpath's businesses throughout the New York metropolitan area
achieved a 14% increase in net revenues to $41.9 million and a
65% increase in Adjusted EBITDA to $17.1 million, in each case
compared to the prior year period. Highlights include:

     -- 21% increase in the number of buildings on-net

     -- 20% increase in access lines

     -- 40.7% Adjusted EBITDA margin compared to 28.2% at
        December 31, 2001 due to continued strong revenue growth
        at Business Optimum Online, strong transmission revenue
        growth, and workforce expense reductions.

Rainbow

Rainbow Media Holdings, Inc., a wholly owned subsidiary of the
company, includes the following programming businesses: AMC,
IFC, WE (each 20% owned by MGM), muchmusic usa and Mag Rack.
Rainbow, through its 60% ownership interest in Regional
Programming Partners (40% owned by Fox Sports), also owns
interests in Madison Square Garden, Radio City Entertainment,
and five regional Fox Sports Net channels outside the New York
market, and Rainbow owns a 50% interest in the Fox Sports Net
national service.

Rainbow also includes the five local News 12 Networks operating
on Long Island, and in New Jersey, Westchester, Connecticut and
the Bronx, as well as three local MetroChannels and Rainbow
Advertising Sales Corp.

As now required by the FASB's EITF No. 01-09, the company has
reclassified the amortization of deferred carriage fees (launch
support) as a reduction to revenues versus expensing such costs
as operating expenses. Amortization of deferred carriage fees
has been reclassified for the 2001 period, with no effect on
EBITDA or net income (loss). The revenue impact for Rainbow was
$5.7 million for the fourth quarter of 2001 and was $12.7
million for the full year 2001.

AMC/IFC/WE

AMC/IFC/WE's fourth quarter 2002 net revenues increased 33% to
$98.6 million and Adjusted EBITDA grew 95% to $32.1 million,
primarily due to strong subscriber growth for each service and
the introduction of advertising on AMC and WE on October 1,
2002. Highlights include:

     -- A 20% increase in IFC's viewing subscribers to 26.2
        million

     -- A 12% increase in WE's viewing subscribers to 42.5
        million

Consolidated Regional Sports

Consolidated Regional Sports is comprised of Fox Sports Net
Florida and Fox Sports Net Ohio, both of which are 60% owned by
Rainbow. Fourth quarter 2002 net revenues rose 13% to $33.5
million, and Adjusted EBITDA increased 14% to $11.5 million. The
strong revenue and Adjusted EBITDA growth were primarily the
result of higher affiliate fee revenue and an increase in the
number of viewing subscribers at Fox Sports Net Ohio.

Non-Consolidated Regional Sports (Fox Sports Net Chicago, Bay
Area and New England)

For the fourth quarter, net revenues grew 2% to $53.8 million
and Adjusted EBITDA declined 32% to $6.2 million, primarily due
to contractual rate hikes related to new long-term rights
carriage deals with several teams. Viewing subscribers totaled
10.5 million, unchanged from the prior year period.

Non-Consolidated Fox Sports Net

Fox Sports Net's viewing subscribers totaled 73.4 million at the
end of the quarter, unchanged from the prior year period.

Developing Programming/Other

Developing Programming/Other consists of Mag Rack, muchmusic
usa, Rainbow Network Communications, News 12 Networks,
MetroChannels, Rainbow Advertising Sales Corp., IFC Films, IFC
Productions, and other Rainbow start-up ventures. Fourth quarter
net revenues of $59.1 million represented a 14% increase
compared to the prior year period. This revenue increase was
primarily due to the introduction of home video sales by IFC
Films and the distribution of "Y Tu Mama Tambien." The Adjusted
EBITDA deficit of $18.1 million for the quarter represented a
39% improvement compared to the year-earlier period. The
significant reduction in the Adjusted EBITDA deficit was
primarily attributable to the aforementioned revenue gains at
IFC Films; strong Metro TV revenue growth due to higher
affiliate fee revenue combined with lower programming expenses
and marketing expenses; and lower expenses at both Mag Rack and
News 12 Networks.

Madison Square Garden

Madison Square Garden, a subsidiary of Rainbow, includes MSG
Network, Fox Sports Net New York, the New York Knicks, the New
York Rangers, the New York Liberty, the MSG Arena complex, and
Radio City Music Hall. For the fourth quarter 2002, net revenue
totaled $312.0 million, a 1% decline from the prior year period.
Adjusted EBITDA for the quarter was $37.8 million compared to
$59.9 million in the prior year period. The lower Adjusted
EBITDA compared to the prior year quarter was primarily due to
higher luxury tax expense; the write-off of a portion of a
certain player's contract; and higher player compensation
related expenses.

Retail Electronics

For the quarter, THE WIZ recorded a 33% decline in revenue to
$77.1 million. The Adjusted EBITDA deficit of $20.8 million was
unchanged from the year-earlier period.

Other

Includes corporate and developmental expenses to support the New
York metropolitan area operations. The Adjusted EBITDA deficit
for the quarter amounted to $15.2 million, a 40% decrease from
the year-earlier period due to corporate workforce reductions
associated with the company's restructuring plan.

                  Assets Held For Sale

Theatres

The operating results of the theatre business have been reported
as discontinued operations, net of tax, in the company's
condensed consolidated operations data for all periods
presented.

The company has retained JPMorgan Securities, Inc. as its
financial advisor in connection with the sale of the Clearview
Cinemas theatre chain. During the quarter, one real estate
transaction was completed, netting proceeds of approximately $17
million which were used to reduce the company's bank debt.

                      Restructuring Charge

During the third quarter of 2002, the company announced a
restructuring plan that included substantial reductions to
corporate overhead; reductions in planned capital expenditures;
reductions to non-customer contact positions in
telecommunications; and reductions at Lightpath, MetroChannels
and News 12 Networks. The restructuring plan was implemented
during the third and fourth quarters and included workforce
reductions totaling 1,400 employees from Consumer Services,
Business Services, and Corporate as well as 1,600 employees from
THE WIZ. The total restructuring charge recorded in 2002 for
continuing operations was $79.3 million. The total cash portion
of the restructuring charge, including discontinued operations,
was $56.1 million, $30.9 million of which was paid in the fourth
quarter.

                       Recent Developments

THE WIZ

The company announced on February 10, 2003, that it will exit
the consumer electronics business by the end of the second
quarter. Cablevision is exploring options for its 17 remaining
THE WIZ stores, including selling the business or closing all
stores.

            Quadrangle Capital Partners LP Investment

On February 5, 2003, Quadrangle Capital Partners LP made a $75
million investment in the company. The investment was made in
the form of preferred stock convertible into CVC Class A shares.
Steven Rattner, a managing principal of Quadrangle, will join
Cablevision's board of directors at the next scheduled board
meeting in March.

Fox Put

On January 17, 2003, Cablevision and News Corporation announced
the continuation of their sports partnership, Regional
Programming Partners. News Corp. did not exercise its option to
put back its interest in RPP. The put option expired on January
17 and is not exercisable again until December 2005. News Corp.
will, however, exercise a "sidecar" put option relating only to
its separate, directly held 50% interest in Fox Sports Net
Chicago and Fox Sports Net Bay Area, with those interests to be
purchased by RPP.

These businesses will be included in Consolidated Regional
Sports financial results upon completion of the acquisition by
RPP of Fox Sports' 50% interest in Fox Sports Net Chicago and
Fox Sports Net Bay Area (subject to the final determination of
the form of payment). The closing is anticipated to take place
in the second quarter of 2003.

           Verizon Wireless to Purchase Northcoast
               Communications Spectrum Licenses

On December 19, 2002, Northcoast Communications announced an
agreement to sell its spectrum licenses covering 50 U.S. markets
to Verizon Wireless for approximately $750 million in cash. Of
the gross proceeds, approximately $60 million will be used to
retire the Northcoast FCC related debt. The balance of the
proceeds will be distributed to Northcoast's partners.
Cablevision plans to use its share, approximately $635 million,
to pay down bank debt. The transaction is expected to close in
the second quarter of 2003.

               NBC Completes Acquisition of Bravo

In December 2002, the company completed the sale of Bravo to NBC
for $1.25 billion, including MGM's 20% interest. In January
2003, Cablevision monetized the 12.5 million shares of GE stock
it received in the transaction, resulting in the repayment of
$314 million of Cablevision's outstanding bank debt. The sale of
Bravo to NBC also resulted in the return of 53.2 million
Cablevision Class A common shares effectively owned by NBC, or
approximately 16% of Cablevision's common stock on a diluted
basis. The total number of Cablevision Class A and B common
shares outstanding, following the retirement of NBC's ownership
interest, is approximately 280 million.

                         2003 Outlook

The company provides the following full year 2003 guidance
estimates:

Telecommunications

     -- Revenue growth between 12% and 14%

     -- Adjusted EBITDA growth between 18% and 20% (first
        quarter Adjusted EBITDA is forecasted to increase
        between 11% and 13%)

     -- Capital expenditures for Telecommunications and
        corporate of $725 million

     -- Basic subscriber growth of .5%

     -- Optimum Online high-speed data customers at year-end of
        between 1,000,000 and 1,050,000

     -- iO digital video customers at year-end of between
        800,000 and 825,000

     -- 100% of the network will be built to 750/860 MHz

Rainbow Media

Core (AMC/IFC/WE/Consolidated Regional Sports)

Estimates based on actual 2002 results.

     -- Revenue growth between 15% and 17%

     -- Adjusted EBITDA growth between 16% and 18%

Estimates below exclude, in the base year, a $15.3 million bad
debt charge related to the Adelphia Communications bankruptcy
filing recorded in the second quarter of 2002.

     -- Revenue growth between 11% and 13%

     -- Adjusted EBITDA growth of 10%

Rainbow Developing/Mag Rack/Other

     -- Adjusted EBITDA losses between $80 million and $85
        million

     -- DBS investment of $80 million to complete and launch the
        satellite and to maintain and protect the company's FCC
        license

Total Company

Estimates based on actual 2002 results (excludes 2002 results
for THE WIZ).

     -- Revenue growth between 10% and 12%

     -- Adjusted EBITDA growth between 17% and 19%

Estimates below exclude, in the base year, a $16.3 million bad
debt charge related to the Adelphia Communications bankruptcy
filing recorded in the second quarter of 2002 and also excludes
2002 results for THE WIZ.

     -- Revenue growth between 9% and 11%

     -- Adjusted EBITDA growth between 16% and 18%

For pro forma 2002 quarterly information, please refer to the
supplemental schedule on page 13.

Cablevision Systems Corporation -- whose corporate credit rating
has been downgraded by Standard & Poor's to BB -- is one of the
nation's leading entertainment and telecommunications companies.
Its cable television operations serve 3 million households
located in the New York metropolitan area. The company's
advanced telecommunications offerings include its Lightpath
integrated business communications services, its Optimum-branded
high-speed Internet service and iO: Interactive Optimum, the
company's digital television offering. Cablevision's Rainbow
Media Holdings, Inc., a wholly-owned subsidiary, operates
programming businesses including AMC, The Independent Film
Channel, WE: Women's Entertainment, and other national and
regional services. In addition, Rainbow is a 50 percent partner
in Fox Sports Net. Cablevision also owns a controlling interest
and operates Madison Square Garden and its sports teams
including the Knicks and Rangers. The company operates New
York's famed Radio City Music Hall and owns and operates THE WIZ
consumer electronics stores and Clearview Cinemas in the New
York metropolitan area.  Additional information about
Cablevision Systems Corporation is available on the Web at
http://www.cablevision.com


CAMPBELL SOUP: Holding 2nd Quarter 2003 Conference Call Today
-------------------------------------------------------------
Campbell Soup Company (NYSE:CPB) invites interested shareowners,
investors and consumers to listen to its Second Quarter 2003
earnings conference call live over the Internet today, February
13, 2003 at 11:00 a.m. Eastern Time.

     WHAT:       Campbell Soup Company Presentation to
                 Securities Analysts, Shareowners and Media

     WHEN:       Thursday, February 13, 2003, 11:00 a.m. Eastern
                 Time

     WHERE:      http://www.campbellsoup.com

     HOW:        Simply log on to the Web at the above address
                 several minutes prior to the start of the call.

A replay of this broadcast will be available at the same Web
site.

Campbell Soup Company is a global manufacturer and marketer of
high quality soup, sauces, beverage, biscuits, confectionery and
prepared food products. The company owns a portfolio of more
than 20 market-leading businesses each with more than $100
million in sales. They include "Campbell's" soups worldwide,
"Erasco" soups in Germany and "Liebig" soups in France,
"Pepperidge Farm" cookies and crackers, "V8" vegetable juices,
"V8 Splash" juice beverages, "Pace" Mexican sauces, "Prego"
pasta sauces, "Franco-American" canned pastas and gravies,
"Swanson" broths, "Homepride" sauces in the United Kingdom,
"Arnott's" biscuits in Australia and "Godiva" chocolates around
the world. The company also owns dry soup and sauce businesses
in Europe under the "Batchelors," "Oxo," "Lesieur," "Royco,"
"Liebig," "Heisse Tasse," "Bla Band" and "McDonnells" brands.
The company is ably supported by 25,000 employees worldwide. For
more information on the company, visit Campbell's Web site on
the Internet at http://www.campbellsoup.com

                          *   *   *

Campbell Soup's July 28, 2002 balance sheet shows a working
capital deficit of about $1.4 billion.  Campbell Soup's Balance
Sheet is insolvent with a shareholder deficit topping $100
million.  Campbell Soup has $900 million of bond debt coming due
this year and next.  The notes evidencing those obligations
trade slightly above par.  Campbell Soup common stock trades
north of $20 per share.


CANNONDALE: Wants to Pay Common Carriers' Prepetition Claims
------------------------------------------------------------
Cannondale Corporation wants authority from the U.S. Bankruptcy
Court for the District of Connecticut to pay its prepetition
Common Carriers' claims.

The Debtor relates that in the ordinary course of its business,
it uses third parties to ship, transport and deliver goods to
and from its warehouse and manufacturing facilities and to its
customers.  The Common Carriers either provide carrier services
themselves or out-source those services to other parties.
Without the services of the Common Carriers, the Debtor would
face delay or interruption in the delivery and sale of the
Debtor's products.

The Debtor believes that the goods in the possession of these
Common Carriers may be subject to possessory liens under
applicable state law, if the Common Carriers' claims are not
paid.

Consequently, the Debtor seeks entry of an order authorizing it
to pay, in its sole discretion, the valid prepetition claims of
certain of the Common Carriers, that on the ordinary course of
the Debtor's business, transport and deliver goods to and from
the Debtor, or any portion thereof pursuant to Section 105 of
the Bankruptcy Code.

The production and sale of top-of-the line bicycles and related
merchandise is the essence of the Debtor's business. Any
disruption of the delivery of the goods and inventory utilized
in the Debtor's business would have an immediate and devastating
effect on the Debtor's operations. Because uninterrupted
delivery of goods is essential for the Debtor to maintain
current operations, and to attract and retain customers, the
interests of the Debtor and all parties in interest will be best
served by entry of an order allowing the payment of prepetition
claims to the Common Carriers.

Accordingly, the Debtor has determined that there is about
$92,000 owed to Common Carriers that needs immediate payment to
avoid potentially significant disruptions in the Debtor's
business.

Cannondale Corp., a leading 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. Conn. 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.


CHILDTIME LEARNING: Special Shareholders' Meeting Set for Mar 10
----------------------------------------------------------------
A Special Meeting of Shareholders of Childtime Learning Centers,
Inc., a Michigan corporation, will be held at the principal
executive offices of the Company, 38345 West 10 Mile Road, Suite
100, Farmington Hills, Michigan 48335, on March 10, 2003, at
10:00 a.m., Eastern Standard Time, to consider and act upon the
following matter:

    (1)  The approval of an amendment to the Company's Restated
Articles of Incorporation to increase the number of authorized
shares of the Company's common stock from 20,000,000 shares, no
par value, to 40,000,000 shares, no par value.

Only shareholders of record at the close of business on
February 14, 2003 will be entitled to vote at the meeting.

Childtime Learning Centers, Inc., of Farmington Hills, MI
acquired Tutor Time Learning Systems, Inc., out of bankruptcy on
July 19, 2002 and is now the nation's third largest publicly
traded child care provider with operations in 30 states, the
District of Columbia and internationally.  Childtime Learning
Centers, Inc., has over 7,500 employees and provides education
and care for over 50,000 children daily in over 450 corporate
and franchise centers nationwide.

At October 11, 2002, Childtime's balance sheet shows that
total current liabilities eclipsed total current assets by about
$20 million . . . and recurring losses topping $10 million a
quarter.


COMMUNICATE.COM: Independent Auditors Air Going Concern Doubt
-------------------------------------------------------------
Communicate.com, Inc., through its majority-owned subsidiary,
Domain Holdings, Inc. (formerly Communicate.com Inc.), is
involved in businesses which exploit commercial uses of the
Internet. The Subsidiary markets and licenses a portfolio of
approximately 40 domain names, 30 of which generate high amounts
of internet traffic because of, among other things, their
generic description of a specific product or services category.

The Company has focused since the beginning of 2001 on
developing revenue streams from its domain names and reducing
the debt of the Subsidiary. It generates revenue from leasing
domain names, from sales commissions from the sale of third-
party products and services utilizing the Internet, from "pay-
per-click" revenue and from the sale of domain name assets that
Communicate.com believes are not essential to its business.

In the third quarter of 2002, the Company recorded income from
the utilization of its domain names (consisting primarily of the
lease of domain names, commissions on the sales of products
where its domain names are utilized, and fees received from
third parties calculated on the number of Internet users who
visit sites identified with its domain names and gain or loss
from domain name sales) of $92,900, an increase of approximately
247% from the third quarter of 2001. The increase primarily
resulted from a pay-per-click revenue arrangement that did not
generate significant results until the fourth quarter of 2001.
The Company recognized approximately $43,000 from this and other
Internet pay-per-click arrangement, based on its receiving a fee
for successful click-through traffic, in which users navigating
to a site associated with a domain name owned by the Company are
redirected to a site which sells goods and services associated
with the domain name. The Company recorded approximately $15,400
in income from pay-per-click agreements from various different
service providers in the third quarter of 2001.

Communicate.com's sales also include commission generating
arrangements with several of its health-related domains whereby
it earns a portion of any revenue generated from customers
introduced by its domain names which generated $19,700 during
the third quarter of 2002 compared to $15,100 in the third
quarter of 2001. These agreements are arranged on a month-to-
month basis and there can be no assurance that they will be
renewed or, if renewed, that they will continue to generate
income on the same basis as in past periods.

In 2002, Communicate.com amended its revenue recognition policy
on the foregoing web advertising revenue from recording the
revenue on a cash basis to recording the revenue when the amount
can be determined in advance and collectibility can be
reasonably assured. The effect on revenue of this change in
revenue recognition policy had the policy been in place in the
quarter ended September 30, 2001 would be nil.

Additionally, the Company earned lease revenue of $15,000 from a
geographic domain name used for travel and also recognized from
deferred revenue $12,000 related to the lease of a sports domain
name in the third quarter of 2002. As noted in the prior
quarter, the lessee of the sports domain has decided not to
exercise its option to purchase the property, and the Company
has resumed full ownership and administrative control of the
sports domain and arranged to redirect the sports domain traffic
to a new lessee for the fourth quarter. In the third quarter of
2001, the Company earned leasing revenue of $7,000 from sports
and geographic domain properties.

In the third quarter of 2002, Communicate.com generated other
revenue from the sale of surplus equipment and earned $6,200. No
such revenue was generated in the third quarter of 2001. Since
2001, cashflow generated net of monthly cash operating expenses
has been applied to reduce debt.

At September 30, 2002, Communicate.com had current liabilities
in excess of current assets resulting in a working capital
deficit of $666,700. During the nine-months ended September 30,
2002, the Company had a net loss of $1,279,200 and an increase
in cash of $17,000, compared to a net loss of $171,000 and a
decrease in cash of $33,000 for the same nine-month period of
last year. Operating activities generated cashflows of $303,000
primarily from the sale of two domain names, from net income
generated during the quarter and after payments to trade
creditors. The cashflows were used to repay a $150,000 loan,
other loans and to pay lease obligations, which in aggregate
totaled $274,000. The Company has accumulated a deficit of
$1,947,183 since inception and has a stockholders' equity of
$1,140,253 at September 30, 2002. Due to the working capital
deficit, there is substantial doubt about Communicate.com's
ability to continue as a going concern. The Company will only be
able to continue operations if it raises additional funds,
either through operations or outside funding and it is unable to
predict whether it will be able to do so.


CONSECO FINANCE: Earns Nod to Access $25MM of Unsecured Credit
--------------------------------------------------------------
The Conseco Finance Corporation and its debtor-affiliates
obtained authorization from the Court to obtain unsecured
postpetition financing of $25,000,000 -- a Junior DIP Facility -
- with $9,000,000 for working capital needs to be made available
on an interim basis pending a final hearing.

The funding will be derived from funds pledged to Lehman by
Green Tree Financial Corp., pursuant to terms of a
$1,200,000,000 credit facility funded by the Lehman Warehouse
Facility. (Conseco Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


CONSECO: Gets Final Nod for Trading Restriction to Preserve NOL
---------------------------------------------------------------
In her Final Order, Judge Carol A. Doyle allows Conseco Inc.,
and its debtor-affiliates to restrict Securities Trading to
protect their Net Operating Losses.

Judge Doyle finds that unrestricted trading in Conseco equity
securities prior to the Holding Company Debtors' emergence from
Chapter 11 without requisite insurance regulatory approval could
cause violations of state insurance holding company statutes.
This could limit the Holding Company Debtors' ability to utilize
their NOLs for federal income tax purposes.

Accordingly, Judge Doyle rules that any entity who currently is
or who becomes a Substantial Equity Holder must file with the
Court and serve on the Holding Company Debtors and their counsel
a status notice after becoming a Substantial Equity
Holder.

The Holding Company Debtors have 15 calendar days after receipt
of a Notice of Proposed Transfer to file with the Court and
serve on the Equity Transferor or Equity Transferee an objection
to the Proposed Acquisition.

A Substantial Equity Holder is any entity that beneficially owns
equity securities of Conseco with an aggregate fair market value
equal to or greater than 5% of the fair market value of the
common stock.  This includes any derivative securities like
options, warrants, convertible debt or other instruments.
(Conseco Bankruptcy News, Issue No. 6; 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.


CRESCENT REAL ESTATE: Will Publish Q4 Results by February 20
------------------------------------------------------------
Crescent Real Estate Equities Company (NYSE:CEI) will release
its fourth quarter 2002 earnings results before the market opens
on Thursday, February 20, 2003. The Company will also host a
conference call and audio webcast, both open to the general
public, at 10:00 A.M. Central Time on Thursday, February 20,
2003, to discuss the fourth quarter results and provide a
Company update.

To participate in the conference call, please dial (800) 818-
4442 domestically or (706) 679-3110 internationally, or you may
access the audio webcast on the Company's Web site --
http://www.crescent.comin the Investor Relations section.
During the call, reference will be made to a presentation that
will also be posted on the Company's Web site.

A replay of the conference call will be available through
February 26, 2003 by dialing (800) 642-1687 domestically or
(706) 645-9291 internationally with a passcode of 7264545. The
webcast and presentation will be available on Crescent's Web
site for 30 days.

Crescent Real Estate Equities Company (NYSE: CEI) is one of the
largest publicly held real estate investment trusts in the
nation. Through its subsidiaries and joint ventures, Crescent
owns and manages a portfolio of 71 premier office buildings
totaling 28.3 million square feet and centered in the
Southwestern United States, with major concentrations in Dallas,
Houston, Austin and Denver. In addition, the company has
investments in world-class resorts and spas and upscale
residential developments.

                          *    *    *

As previously reported in Troubled Company Reporter, Standard &
Poor's affirmed its ratings on Crescent Real Estate Equities
Co., and Crescent Real Estate Equities L.P., and removed them
from CreditWatch, where they were placed on Jan. 23, 2002.  The
outlook remains negative.

        Ratings Affirmed And Removed From CreditWatch

      Issue                           To            From

Crescent Real Estate Equities Co.
   Corporate credit rating            BB            BB/Watch Neg
   $200 million 6-3/4%
         preferred stock               B             B/Watch Neg
   $1.5 billion mixed shelf  prelim B/B+   prelim B/B+/Watch Neg

Crescent Real Estate Equities L.P.
    Corporate credit rating           BB            BB/Watch Neg
    $150 million 6 5/8% senior
       unsecured notes due 2002       B+            B+/Watch Neg
    $250 million 7 1/8% senior
       unsecured notes due 2007       B+            B+/Watch Neg


CROWN CORK: Caps $2.1-Billion Sr. Secured Notes Offering Price
--------------------------------------------------------------
Crown Cork & Seal Company, Inc., (NYSE: CCK) has priced $2.1
billion of senior secured notes, which was upsized from an
original announced deal size of $1.75 billion.  The $2.1 billion
consists of $1.085 billion of 9-1/2% second priority senior
secured notes due 2011, euro 285 million of 10-1/4% second
priority senior secured notes due 2011 and $725 million of
10-7/8% third priority senior secured notes due 2013.  The notes
will be issued at par by Crown European Holdings SA, a
subsidiary of the Company, and will be unconditionally
guaranteed by the Company and certain of its subsidiaries.

The senior secured notes are part of the Company's previously
announced comprehensive refinancing plan which is expected to
include a $550 million first priority revolving credit facility
and a $500 million first priority term loan B facility.  The
Company expects to close the offering and complete the
refinancing plan on February 26, 2003.  The offering and the
refinancing plan are subject to a number of conditions including
the completion of the $1.05 billion of bank financing.  The
Company no longer intends to issue convertible notes as part of
the refinancing plan.

The proceeds from the offering and the refinancing plan will be
used to refinance the Company's existing revolving credit
facility which has a maturity date of December 8, 2003, and
certain of the Company's senior notes as well as to pay fees and
expenses associated with the refinancing.  As previously
announced, the Company has commenced concurrent tender offers
for any and all of its outstanding 6.75% Notes due April 2003,
6.75% Notes due December 2003 and 8-3/8% Notes due January 2005.
The Company also plans to commence a cash tender offer at par
for any and all of the $70 million outstanding aggregate
principal amount of the 7.54% Notes due May 2005 issued by the
Company's subsidiary, Carnaud Metalbox Investments (USA), Inc.
The tender offers are conditioned upon completion of the
refinancing plan.

The senior secured notes are expected to be issued in a private
placement and resold by the initial purchasers to qualified
institutional buyers under Rule 144A of the Securities Act of
1933.  The senior secured notes have not been registered under
the Securities Act and may not be offered or sold in the United
States absent registration or an applicable exemption from the
registration requirements.  This press release does not
constitute an offer to sell or the solicitation of an offer to
buy any security in any jurisdiction in which such offer or sale
would be unlawful.

Crown Cork & Seal is a leading supplier of packaging products to
consumer marketing companies around the world.  World
headquarters are located in Philadelphia, Pennsylvania.

Crown Cork & Seal's 8.000% bonds due 2023 (CCK23USR1) are
trading at about 76 cents-on-the-dollar, says DebtTraders. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=CCK23USR1for
real-time bond pricing.


CS FIRST BOSTON: Fitch Ups Ser. 1995-WF1 Class F Rating to BB+
--------------------------------------------------------------
Credit Suisse First Boston Mortgage Securities Corp., Series
1995-WF1 is upgraded as follows: $14.6 million class D to 'AAA'
from 'AA+', $19.5 million class E to 'A-' from 'BBB' and $9.8
million class F to 'BB+' from 'BB-'. In addition, the following
classes were affirmed, $669,156 class C and interest-only class
A-X at 'AAA'. The $7.3 million class G is not rated by Fitch.
The upgrades and affirmations follow Fitch's annual review of
the transaction which closed in December 1995.

The upgrades are primarily due to an increase in subordination
caused by the prepayments and refinancing of an additional 6
loans in the pool since Fitch's last review. Wells Fargo, the
master servicer, collected year-end 2001 financials for all of
the 19 loans remaining in the pool. Based on this information,
performance on the underlying loans continues to be strong as
evidenced by the weighted-average debt service coverage ratio.
The DSCR for the loans has increased from 1.42 times at issuance
to 1.71x as of YE 2001. YE 2002 financial information on the
loans remaining in the pool is expected mid-2003.

As of the January 2003 distribution date, the collateral balance
had been reduced 79% from $243.9 million at issuance to $51.9
million. The loans remaining in the transaction are secured by
commercial and multifamily properties. Fitch reviewed the
mortgage document exception report, which did not reveal
anything of concern.

The pool continues to outperform expectations with no
delinquencies or specially serviced loans. There have also been
no realized losses. Fitch continues to have strong concerns over
the concentration of retail properties (75%) and the properties
located in California (73%). Fitch considered the concentrations
and the lack of recent YE 2002 financial information when
upgrading the certificates.

Fitch will continue to monitor this transaction, as surveillance
is on-going.


DENNY'S CORP: Same-Store Sales Climb 1.6% in January 2003
---------------------------------------------------------
Denny's Corporation (OTCBB: DNYY) reported same-store sales for
its company-owned Denny's restaurants during the four-week
period ended January 22, 2003, compared with the same period in
fiscal year 2002.

                                    Four Weeks
     Sales:                         Jan. 2003
     -----------------------        ----------
     Same-Store Sales                  1.6%
        Guest Check Average            1.4%
        Guest Counts                   0.3%


     Restaurant Counts:             1/22/03  12/25/02
     -----------------------        -------- ---------
        Company-owned                  565       566
        Franchised                   1,093     1,095
        Licensed                        15        15
                                    -------- ---------
                                     1,673     1,676

Denny's is America's largest full-service family restaurant
chain, operating directly and through franchisees approximately
1,700 Denny's restaurants in the United States, Canada, Costa
Rica, Guam, Mexico, New Zealand and Puerto Rico. For further
information on the Company, including news releases, links to
SEC filings and other financial information, please visit the
Denny's Web site at http://www.dennys.com

              The New Revolving Credit Agreement

As reported in the Troubled Company Reporter on December 30,
2002, Standard & Poor's assigned its 'BB-' senior secured
bank loan rating to Denny's Corp.'s new $125 million senior
secured revolving credit facility.

Information obtained from http://www.LoanDataSource.comshows
that Denny's, Inc., and Denny's Realty, Inc., as Borrowers, and
Denny's Corporation, Denny's Holdings, Inc., and DFO, Inc., as
Guarantors, entered into the new $125 million credit agreement
(to refinance the Company's prior credit facility which was
scheduled to expire in January 2003) on December 16, 2002.  The
consortium of lenders is comprised of:

     * JPMorgan Chase Bank, individually and as Administrative
           Agent, Collateral Agent and Issuing Bank,
     * Foothill Capital Corporation, individually and as
           Syndication Agent,
     * The Foothill Group, Inc.,
     * CIT Group/Business Credit, Inc.,
     * Transamerica Business Capital Corporation, and
     * Farallon Dining Investors III, LLC, by Farallon Capital
           Management,  L.L.C.,

The new facility will mature on December 20, 2004, and is
structured as a senior secured revolving credit facility of
which up to $60 million is available for the issuance of letters
of credit.  Borrowings under the new facility are generally
secured by liens on the same collateral that secured the prior
facility as well as first-priority mortgages on 246 owned
restaurant properties.

                Exchange Offer on the Horizon

In the new loan documents, the Lenders give their consent to the
company launching an Exchange Offer for Denny's Corporation's
11-1/4% Senior Notes due 2008.  Those notes carry Standard &
Poor's CCC+ and Moody's Caa2 junk ratings.  Approximately $441.5
million of the $592 million of Senior Notes issued in Jan. 1998
under the company's confirmed chapter 11 plan of reorganization
are outstanding today after two repurchases in exchange for
newer 12-3/4% Senior Notes due 2007.  Denny's Corp. was formerly
known as Advantica Restaurant Group, Inc., and was formerly
known as Flagstar Corporation while in bankruptcy.

                     Financial Covenants

The Credit Agreement contains four key financial covenants:

   * Denny's promises that it will not permit the ratio of
     Consolidated Total Debt to Consolidated EBITDA to exceed:

                                  Maximum Total
             Date             Debt-to-EBITDA Ratio
             ----             --------------------
         March 31, 2003           6.25 to 1.00
         June 30, 2003            6.25 to 1.00
         September 30, 2003       6.25 to 1.00
         December 31, 2003        6.25 to 1.00
         March 31, 2004           5.90 to 1.00
         June 30, 2004            5.90 to 1.00
         September 30, 2004       5.75 to 1.00

   * Denny's promises that it will not permit the ratio of
     Consolidated Senior Secured Debt to Consolidated EBITDA to
     exceed 1.50 to 1.00 on and after March 31, 2003.

   * Denny's promises that Consolidated EBITDA will not fall
     below:

           For the Four
        Consecutive Fiscal
         Quarters Ending         Minimum EBITDA
        ------------------       --------------
         March 31, 2003           $105,000,000
         June 30, 2003            $105,000,000
         September 30, 2003       $105,000,000
         December 31, 2003        $110,000,000
         March 31, 2004           $110,000,000
         June 30, 2004            $110,000,000
         September 30, 2004       $115,000,000

   * Denny's promises that it will not permit the ratio of (a)
     the sum of (i) Consolidated EBITDA and (ii) Consolidated
     Lease Expense to (b) the sum of (i) Consolidated Cash
     Interest Expense and (ii) Consolidated Lease Expense to be
     less than:
                                  Minimum Fixed
             Date             Charge Coverage Ratio
             ----             --------------------
         March 31, 2003           1.25 to 1.00
         June 30, 2003            1.25 to 1.00
         September 30, 2003       1.25 to 1.00
         December 31, 2003        1.25 to 1.00
         March 31, 2004           1.30 to 1.00
         June 30, 2004            1.30 to 1.00
         September 30, 2004       1.35 to 1.00

In December, Standard & Poor's also raised its corporate credit
rating on the company to 'B' from 'B-'. The outlook is stable.


DELTRONIC CRYSTAL: UST Convenes Section 341(a) Meeting on Feb 26
----------------------------------------------------------------
The United States Trustee for Region III will convene a meeting
of Deltronic Crystal Industries, Inc.'s creditors on February
26, 2003, at 3:00 p.m., at One Newark Center, Suite 1401,
Newark, New Jersey.  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.

The Court has fixed May 27, 2003 as the last day for all
creditors wishing to assert a claim against the Debtors' estates
to file their proofs of claim.

Deltronic Crystal Industries, Inc., a provider of vertically
integrated optical component solutions to the communications and
laser photonics industries, utilizing its crystal growth
experience, filed for chapter 11 protection on January 31, 2003
(Bankr. N.J. Case No. 03-13218).  David Edelberg, Esq., at
Nowell Amoroso Klein Bierman, P.A., represents the Debtor in its
restructuring efforts.  When the Company filed for protection
from its creditors, it listed $7,691,899 in total assets and:
$2,103,921 in total debts.


EMAGIN CORP: Extends Travelers' Convertible Note Until Month-End
----------------------------------------------------------------
eMagin Corporation and The Travelers Insurance Company entered
into an amendment agreement to amend and extend the maturity
date of the Convertible Promissory Note dated August 20, 2001,
issued under the Note Purchase Agreement entered into August 20,
2001 between eMagin and Travelers. The amendment agreement
extends the maturity date of the Travelers Convertible Note from
January 31, 2003 to February 28, 2003.

In addition, eMagin and Mr. Mortimer D.A. Sackler entered into a
sixth amendment agreement to amend and extend the maturity date
of the Secured Promissory Note dated June 20, 2002, issued under
the Secured Note Purchase Agreement entered into June 20, 2002,
between eMagin and Sackler. Also, eMagin and Sackler entered
into a fourth amendment agreement to amend and extend the
maturity date of the Secured Convertible Promissory Notes,
issued under the Secured Note Purchase Agreement entered into
November 27, 2001, between eMagin and Sackler, as amended by the
Omnibus Amendment, Waiver and Consent Agreement dated January
14, 2002, and the Subscription Agreements dated January 14,
2002. The amendment agreements extends the maturity date of the
Sackler Secured Note and the Sackler Secured Convertible Notes
from January 31, 2003 to March 30, 2003.

In addition, eMagin and Ginola Limited, an assignee of Rainbow
Gate Corporation, entered into a sixth amendment agreement to
amend and extend the maturity date of the Secured Convertible
Promissory Note dated November 27, 2002, issued under the
Secured Note Purchase Agreement entered into November 27, 2001,
between eMagin and Rainbow Gate Corporation, as amended by the
Omnibus Amendment, Waiver and Consent Agreement dated January
14, 2002. The amendment agreement extends the maturity date of
the Ginola Secured Convertible Note from January 31, 2003 to
March 30, 2003.

Further, eMagin and Mr. Jack Rivkin entered into a sixth
amendment agreement to amend and extend the maturity date of the
Secured Convertible Promissory Note dated November 27, 2001,
issued under the Secured Note Purchase Agreement entered into
November 27, 2001 between eMagin and Rivkin. The amendment
agreement extends the maturity date of the Rivkin Secured
Convertible Note from January 31, 2003 to June 30, 2003.

A leading developer of virtual imaging technology, eMagin
combines integrated circuits, OLED microdisplays, and optics to
create a virtual image similar to the real image of a computer
monitor or large screen TV. eMagin provides near-eye
microdisplays which can be incorporated in products such as
viewfinders, digital cameras, video cameras and personal viewers
for cell phones as well as headset-application platforms which
include mobile devices such as notebook and sub-notebook
computers, wearable computers, portable DVD systems, games and
other entertainment. eMagin's corporate headquarters and
microdisplay operations are co-located with IBM on its Hudson
Valley campus in East Fishkill, N.Y. Wearable and mobile
computer headset/viewer system design and full-custom
microdisplay system facilities are located at its wholly owned
subsidiary, Virtual Vision, Inc., in Redmond, WA.

eMagin's September 30, 2002 balance sheet shows a net capital
deficit of about $11 million.


ENCOMPASS SERVICES: Selling Encompass Industrial for $12.5 Mill.
----------------------------------------------------------------
As part of their reorganization strategy, Encompass Services
Corporation and its debtor-affiliates ask the Court to approve
the:

    -- sale of Encompass Industrial Services Southwest, Inc.
       formerly known as Gulf States, Inc. to GSI Acquisition,
       Inc. free and clear of liens, claims, encumbrances, and
       other interests, and

    -- assumption and assignment of executory contracts and
       unexpired leases.

In August 2002, the Debtors engaged FMI, an investment bank
specializing in the sale of companies in the construction
industry, to sell the Gulf States assets.  Accordingly, FMI
conducted its own due diligence and contacted potentially
interested parties for the sale of the assets.  Several parties
expressed initial interest and three submitted initial letters
of intent.  Of the three letters, Alfredo R. Perez, Esq., in
Weil, Gotshal, & Manges LLP, Houston, Texas, reports that the
Debtors elected to respond to the best proposal -- that from GSI
Acquisition.  GSI Acquisition offered $12,500,000 for the assets
subject to certain adjustments.

The Debtors entered into a letter of intent to sell the assets
with GSI.  The parties are currently seeking to finalize a draft
Asset Purchase Agreement, which will be consistent with the
Letter of Intent.

The sale cannot be delayed until a plan has been confirmed and
implemented since the value of the assets would likely
deteriorate during the time necessary to confirm and implement a
plan, due to an anticipated loss of customer base and the
defection of vendors.

Mr. Perez also notes that the Debtors will use the sale proceeds
to service their postpetition loans and for general operating
expenses that arise in the ordinary course of their business
operations.  The asset divestiture will assist the Debtors in
maximizing the value of their estates.

Mr. Perez relates that the proposed dale is the result of
extended arm's-length, good-faith negotiations.  GSI is a "good-
faith" purchaser within the meaning of Section 363(m) of the
Bankruptcy Code and should be entitled to its protection.  GSI
also has the financial capability to close on the purchase of
the Assets.  Mr. Perez also assures the Court that the sale will
not affect or dictate the terms of any future reorganization
plan. The sale does not constitute an attempt at a piecemeal
reorganization of the Debtors' business.

According to Mr. Perez, any monetary defaults under those
contracts that the Debtors will assume and assign will be cured
after the Court approves the sale.  The Debtors have sent
notices to the counterparties of the contracts about the
proposed sale. (Encompass Bankruptcy News, Issue No. 6;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


ENRON CORP: Gets Final Approval to Pay $4.5 Million to Exxon
------------------------------------------------------------
After the second hearing of the motion, Judge Arthur Gonzalez
overrules the objections and further approves Enron Corporation
and its debtor-affiliates' motion to pay their prepetition
obligations on these terms:

A. Enron is authorized and directed to pay to Exxon, in
   immediately available funds from the Retained Bank Accounts,
   $4,566,746 as full and final satisfaction of any claim which
   has been or could have been asserted by Exxon in or relating
   to the funds in the Retained Bank Accounts on account of
   Check Nos. 527792, 547639, 527811, 527653, 567194, 507207 and
   507225;

B. Enron is authorized, pursuant to Sections 105, 363 and 541 of
   the Bankruptcy Code, to forward to AEP payments made into the
   Retained Bank Accounts on account of Buyer Receivables by
   customers of the Acquired Companies in accordance with the
   terms of the Agreement or, as determined by Enron, refund
   payments to the parties;

C. Enron will not disburse any funds from the Retained Bank
   Accounts without notice to AEP and either:

   -- the prior written consent of the Creditors' Committee and
      Bank of America, N.A., or

   -- further Court order.

   To the extent that any funds from the Retained Bank Accounts
   are forwarded or paid to Enron or to any of its affiliates,
   the funds will be held and neither will be disbursed until
   the earlier of the Committee's consent or further Court
   order; and

D. This Order should not be deemed to compel Enron to disburse
   any payment to AEP or any other party.  This Order is without
   prejudice to any claim, right or defense of Enron or Exxon
   with respect o AEP or any other party. (Enron Bankruptcy
   News, Issue No. 56; Bankruptcy Creditors' Service, Inc.,
   609/392-0900)

Enron Corp.'s 9.875% bonds due 2003 (ENRN03USR3) are trading at
about 14 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=ENRN03USR3
for real-time bond pricing.


FIBERMARK INC: Updates Fourth-Quarter and Year-End 2002 Results
---------------------------------------------------------------
FiberMark, Inc., (NYSE:FMK) reported sales and earnings before
interest, taxes, depreciation and amortization (EBITDA) for the
fourth quarter and year ended December 31, 2002. The company
plans to report full financial results for 2002 after the
completion of a third-party business appraisal to assess the
carrying value of its goodwill. FiberMark expects this valuation
will take approximately three to four weeks. Additionally, the
company expects to record a valuation allowance against deferred
tax benefits related to net operating losses in the U.S.

For the fourth quarter ended December 31, 2002, sales were $97.3
million versus $101.0 million for the same period last year,
representing a 3.7% decline. For German operations, sales for
the fourth quarter were $40.8 million in 2002 compared with
$34.4 million in 2001, an 18.6 % increase. Sales in this segment
were strong across all product families due to market share
growth and higher sales into the Pacific Rim. Sales in North
American operations were $56.6 million for fourth quarter 2002
versus $66.6 million for the comparable 2001 period, a decline
of 15.0%. A portion of the sales decline, approximately $3.6
million, reflects the September 2001 sale of the company's North
American engine filtration business. Additionally, the decline
reflects weak worldwide economic conditions, particular
impacting the company's technical product lines and those
serving the publishing and packaging industries.

For the year ended December 31, 2002, sales were $397.2 million
in 2002 compared with $394.3 million in 2001, a 0.7% increase.
Sales from German operations were $153.1 million in 2002
compared with $135.8 million in 2001, an increase of 12.7%. This
improvement related primarily to sales growth in filter media
and new business in tape base grades. In North America, 2002
sales were $244.1 million versus $258.5 million for the prior
year, a 5.6% decline. Excluding the North American engine
filtration business sold in September 2001 and the DSI
acquisition (due to its full year benefit), sales were down
1.3%. North American sales were down primarily due to the sale
of the company's U.S. engine filtration business, the loss of a
large masking tape base customer that took business in-house in
August 2001 and general economic weakness.

EBITDA for the fourth quarter 2002 were $8.1 million compared
with $2.1 million for the same period last year. EBITDA for 2002
were $52.7 million versus $18.3 in 2001. Fourth-quarter and
full-year 2002 earnings include a one-time gain of $3.1 million
for a business purchase and sale transaction and severance
expense of $1.1 million associated with a North American work
force reduction. EBITDA levels for 2001 include one-time charges
related to facility closures of $13.7 million for the year and
$0.6 million for the fourth quarter.

Fourth-quarter 2002 results were impacted by the following asset
value adjustments:

     --  Property, plant and equipment write downs of $0.4
         million, related to several assets for which the
         company has no immediate plans for service resumption.

     --  Inventory valuation adjustments, which added $1.1
         million of expense.

Additionally, the company shortened the depreciation period on
certain fixed assets, which resulted in a $1.2 million increase
in depreciation expense for 2002.

"Our business levels remain quite mixed, with strong growth from
our German operations and weak sales in the U.S.," said Alex
Kwader, chairman and chief executive officer. "In the U.S., only
office products business sales held virtually even on a quarter-
over-quarter basis. The effect of general economic weakness
continues to dampen results in our other U.S. businesses.

"On the operational side, European productivity reached new
heights during the quarter," Kwader said. "Productivity in the
U.S. was generally good. In our New Jersey operations, however,
we did incur higher than anticipated efficiency losses during
start up following an equipment upgrade. Maintenance expenses
were also higher during the fourth quarter. Overall,
productivity improvements in New Jersey have taken longer than
expected to materialize.

"As we begin the first quarter, we have seen a slight seasonal
uptick in demand in the U.S., but remain frustrated by the lack
of a clear, sustainable recovery," Kwader said. "In Germany, we
have sufficient visibility to expect continued strength through
the first half of the year."

The company's Lowville, New York, expansion has progressed ahead
of schedule and on budget. "We are on track to fully complete
the production transfer from Johnston, Rhode Island, into
Lowville by midsummer," Kwader said.

FiberMark, headquartered in Brattleboro, Vt., is a leading
producer of specialty fiber-based materials meeting industrial
and consumer needs worldwide. Products include filter media for
transportation, vacuum bag and fast food applications; base
materials for specialty tapes, electrical, electronics and
graphic arts applications, wallpaper, building materials and
sandpaper and cover/decorative materials for office and school
supplies, publishing, printing and premium packaging. The
company has 12 facilities in the eastern United States and
Europe.

As reported in Troubled Company Reporter's December 5, 2002
edition, Moody's Investors Service revised its long-term debt
ratings on Fibermark downward, while maintaining a stable
outlook.

Specifically, the ratings on FiberMark's $100 million, 9.375%
guaranteed senior notes due October 15, 2006 were lowered to B2
from B1. The company's $230 million, 10.75% guaranteed global
notes due April 15, 2011, were also lowered to B2 from B1.

Moody's announcement indicated that the downgrade was prompted
by FiberMark's recent lower-than-expected financial performance
and the impact of a "protracted period of economic weakness,
particularly in North America." Current ratings and the stable
outlook were influenced by mitigating factors such as the
expected cost reductions related to facility consolidation,
continued strength in European operations and the company's
geographic and product line breadth.


FREEPORT-MCMORAN: Completes Private Placement of 7% Conv. Notes
---------------------------------------------------------------
Freeport-McMoRan Copper & Gold Inc., (NYSE:FCX) completed its
private placement of $575 million of 7% convertible senior notes
due 2011. This amount represents a 15 percent increase from the
previously announced $500 million as a result of the initial
purchaser's exercise of the overallotment option.

James R. Moffett, Chairman and CEO, of FCX said, "The success of
this $575 million offering and our recently completed $500
million senior note transaction demonstrate the confidence of
the financial markets in the strength and reliability of our
world class Grasberg mine in Indonesia with its long-lived, low-
cost copper and gold reserves. The recent offerings strengthen
our financial position and our financial flexibility. The
authorization by our Board of Directors of the initiation of a
cash dividend on our common stock reflects this improved
position and the strong cash flow generating capacity of our
business."

As previously announced, each $1,000 face value convertible note
has an annual interest rate of 7 percent and is convertible into
32.39 shares of FCX common stock equivalent to a conversion
price of $30.87 per share, representing a 70 percent premium
over the closing price of FCX's common shares on the NYSE on
February 5, 2003. The sale of the notes generated net proceeds
of approximately $559 million, which will be used to repay all
outstanding bank debt, for working capital requirements and
general corporate purposes. FCX plans to terminate its existing
bank credit facilities and replace these facilities with a new
bank credit facility with less restrictive covenants.

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

As reported in Troubled Company Reporter's Monday Edition,
Standard & Poor's assigned its 'B-' rating to Freeport-McMoRan
Copper & Gold Inc.'s $500 million of senior convertible notes
due 2011.

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

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


GENTEK INC: Court Fixes April 14, 2003 as General Bar Date
----------------------------------------------------------
At GenTek Inc., and its debtor-affiliates' request, the Court
established April 14, 2003, as the last day for creditors to
file proofs of claims.

Accordingly, each person or entity that asserts a "claim"
against any of the Debtors that arose before the Petition Date,
must file an original, written proof of the claim, which
substantially conforms to the Official Form No. 10 so as to be
received on or before the Bar Date, by mailing the original
proof of claim to:

                GenTek Inc. Claims Center
                c/o Logan & Company, Inc.
                546 Valley Road
                Upper Montclair, New Jersey 07043.

The GenTek Claims Center will not accept proofs of claim sent by
facsimile.  Proofs of claim are deemed timely filed only if the
claims are actually received by the GenTek Claims Center on or
before the Bar Date.

"The fixing of the Claims Bar Date will enable the Debtors to
conduct their analysis of the prepetition claims in a timely and
efficient manner." Mark S. Chehi, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, says.

Mr. Chehi relates that these persons or entities are not
required to file a proof of claim by the Bar Date:

(1) Any person or entity that has already properly filed with
    the Claims Docketing Center or the Clerk of the Court, a
    proof of claim against the Debtors utilizing a claim form,
    which substantially conforms to the Proof of Claim or to
    Official Form No. 10;

(2) Any person or entity whose claim is listed on the Schedules,
    whose claim is not described in the Schedules as "disputed,"
    "contingent," or "unliquidated," and who does not dispute
    the amount or nature of the claim as indicated in the
    Schedules;

(3) Any person having a claim under Section 507(a) of the
    Bankruptcy Code as an administrative expense of the Debtors'
    Chapter 11 cases;

(4) Any person or entity whose claim has been paid by the
    Debtors with Court authorization;

(5) Any Debtor in these cases having a claim against another
    Debtor;

(6) Any person or entity seeking to assert a claim for principal
    and interest due on a bond;

(7) Any person or entity seeking to assert stock ownership
    interests; and

(8) Any person or entity that holds a claim that has been
    allowed by a Court order on or before the Bar Date.

Mr. Chehi maintains that the proofs of claim for any rejection
damages claims arising during these Chapter 11 cases may be
filed by the later of the Bar Date or 30 days after the
effective date of rejection of an executory contract or
unexpired lease as provided by a Court order or pursuant to a
notice under procedures approved by the Court.

To conform to the size and complexity of these Chapter 11 cases,
Mr. Chehi tells the Court that the Debtors have prepared a proof
of claim form, which includes these modifications:

    * a personalized form to include the name and address of
      the creditor as shown in the Schedules;

    * basic information contained in the Schedules as to the
      creditor's claim is included;

    * a creditor is required to designate the specific Debtor
      against which it asserts its claim;

    * a space for the creditor to correct any incorrect
      information contained in the name and address portion is
      included; and

    * additional instructions are included.

Mr. Chehi emphasizes that each filed Proof of Claim must be
written in English, be denominated in U.S. currency, and
conforms substantially with the Proof of Claim provided or the
Official Form No. 10.

Any holder of a claim who is required, but fails, to file a
proof of claim on or before the Bar Date will be forever barred,
estopped, and enjoined from asserting the claim against the
Debtors, and the Debtors and their property will be forever
discharged from any and all indebtedness or liability with
respect to the claim.  The claim holder will not be permitted to
vote to accept or reject any Chapter 11 plan or participate in
any distribution in the Debtors' Chapter 11 cases on account of
the claim or to receive further notices regarding the claim.

The Debtors will mail the Proof of Claim form plus a notice of
the Bar Date Order to:

    (i) the United States Trustee;

   (ii) each member of the Official Committee of Unsecured
        Creditors appointed in these cases and its counsel;

  (iii) all claim holders listed on the Schedules at the
        addresses stated;

   (iv) all record or otherwise readily known bondholders of the
        Debtors;

    (v) all record or otherwise readily known stockholders of
        the Debtors;

   (vi) all current and recent former employees of the Debtors;

  (vii) all current and recent former customers of the Debtors;

(viii) the District Director of Internal Revenue for the
        District of Delaware and all taxing authorities for the
        jurisdictions in which the Debtors do business;

   (ix) the Securities and Exchange Commission; and

    (x) all persons and entities requesting notice pursuant to
        Rule 2002 of the Federal Rules of Bankruptcy Procedures
        as of February 4, 2003.

The Debtors will also send the Bar Date Notice to certain
entities with whom the Debtors had done business or who may have
asserted a claim against them in the recent past.

Mr. Chehi notes that, with respect to proofs of claim filed by
bondholders asserting only principal and interest due on bonds,
those bondholders need not file proofs of claims for that
purpose.  The stockholders are also not required to file proofs
of equity interest -- and should not file proofs of claim -- to
assert their stock ownership interests in the Debtors.

The Debtors will start mailing the Notice Package within one
week from February 4, 2003.  The Court nevertheless permits the
Debtors to make supplemental mailings of the Bar Date Notice up
to 23 days before the Claims Bar Date.  Any supplemental
mailings will be deemed timely.  To facilitate and coordinate
the claims reconciliation and bar date notice functions, the Bar
Date Notice will be mailed by Logan & Company, Inc., together
with the Proof of Claim form where appropriate.

The Debtors will also give notice by publication to potential
creditors including:

    -- those creditors to whom no other notice was sent and who
       are unknown or not reasonably ascertainable by the
       Debtors;

    -- known creditors with addresses unknown by the Debtors;
       and

    -- creditors with potential claims unknown by the Debtors.

By February 15, 2003, the Debtors will also publish a notice of
the Claims Bar Date in the national edition of:

    * The New York Times;
    * The Contra Costa Times;
    * The Philadelphia Inquirer;
    * The News Journal;
    * The Chicago Tribune;
    * The Detroit Free Press and News; and
    * The Houston Chronicle

In addition, the Debtors will publish the Bar Date Notice in
both English and French in certain Canadian newspapers as deemed
appropriate and subsequently approved by the Canadian Court.
Noma anticipates seeking an order from the Ontario Supreme Court
of Justice to enforce the Bar Date against the Canadian
Creditors.

Mr. Chehi further relates that the Debtors will seek permission
to establish special bar dates with respect to:

  (a) creditors whose claims were not previously included in the
      Schedules but are added by amendment or creditors whose
      claims were previously included in the Schedules but are
      prejudicially changed as to amount, status or designation
      by amendment;

  (b) any subsequently identified potential claimants who may
      not be included in the amendments to the Schedules because
      the Debtors do not believe they owe amounts or otherwise
      have liability to the claimants but as to which the
      Debtors do not desire to risk the argument that any claims
      alleged by those claimants are not barred due to failure
      to give actual notice of a bar date; and

  (c) parties who were initially mailed notice of the Bar Date,
      but as to which a re-mailing or a direct mailing is
      necessary and cannot be accomplished in time to provide at
      least 23 days' notice of the Bar Date. (GenTek Bankruptcy
      News, Issue No. 9; Bankruptcy Creditors' Service, Inc.,
      609/392-0900)


GENUITY INC: Secures Okay to Continue Employee Retention Program
----------------------------------------------------------------
Genuity Inc., and its debtor-affiliates seek authority under
Sections 105(a) and 363(b)(1) of the Bankruptcy Code to continue
an existing employee retention program that provides bonuses to
encourage the retention of specific key employees who are
essential to the operation of the Chapter 11 cases and implement
a severance benefits program for 12 senior executives.

            Summary of the Modified Retention Program

The Retention Program incentive targets are based on each
Participant's role in the Company as well as each Participant's
expected contribution during the Chapter 11 process:

    A. the chief executive officer will receive a Retention
       Program bonus equal to 100% of his annual base
       compensation;

    B. executive vice presidents and senior vice presidents will
       receive a Retention Program bonus equal to 65%-75% of the
       individual's annual base compensation;

    C. vice presidents will receive a Retention Program bonus
       equal to 65%-75% of the individual's annual base
       compensation;

    D. directors will receive a Retention Program bonus equal to
       50% of the individual's annual base compensation;

    E. technical participants will receive a Retention Program
       bonus equal to 45% of the individual's annual base
       compensation;

    F. sales participants will receive a Retention Program bonus
       equal to 30% of the individual's annual base
       compensation;

    G. operations participants will receive a Retention Program
       bonus equal to 30% of the individual's annual base
       compensation; and

    H. administrative processes participants will receive a
       Retention Program bonus equal to 30% of the individual's
       annual base compensation.

The total outstanding cost of the Retention Program will be
capped at $11,200,000.

                         Eligibility

In order to be eligible to receive any installment under the
Retention Program the Participant must, in the sole discretion
of the Debtors' management:

    -- satisfactorily perform all duties of his or her job; and

    -- keep participation in the Retention Program confidential.

Receipt of any payment under the Retention Program also will be
conditioned on the execution by Participants of a standard
release and waiver of any claims.

         Payments to Be Made under the Retention Program

If the eligibility requirements are met, the Participant will be
entitled to receive outstanding payments under the Retention
Program.  Installments 4 through 7 of the Retention Program
bonus will be paid in accordance with this schedule:

    A. Installment Four: after Court approval of the Retention
       Program, the Participant will be entitled to receive a
       lump-sum payment equal to 10% of the Retention Program
       bonus, with the payment to be made as soon as is
       administratively practical;

    B. Installment Five: within 30 days of the Initial Payment
       Date, the Participant will be entitled to receive a lump-
       sum payment equal to 15% of the Retention Program bonus,
       with the payment to be made as soon as is
       administratively practical;

    C. Installment Six: within 60 days of the Initial Payment
       Date, the Participant will be entitled to receive a lump-
       sum payment equal to 15% of the Retention Bonus, with the
       payment to be made as soon as is administratively
       practical; and

    D. Installment Seven: within 30 days of the close of a sale
       of all or substantially all of the Debtors' assets or
       confirmation of the Debtors' Chapter 11 plan, the Debtors
       will pay the Participant a lump-sum payment equal to 25%
       of the Retention Bonus; provided, however, that the
       Debtors may decide, in its sole and exclusive discretion,
       to extend the date of this payment for a period of up to
       90 days.

               Severance for 11 Senior Executives

The chief executive officer and the compensation committee of
Genuity Inc.'s board of directors have nominated and the
Compensation Committee has approved 12 senior executives to
receive Severance Benefits.

Senior Executives are classified into three groups and are
entitled to receive severance benefits:

    A. Tier 1 Senior Executives with Agreements are entitled to
       two times annual base salary plus target bonus and 24
       months of continued benefits coverage;

    B. Tier 2 Senior Executives with Agreements are entitled to
       one times annual base salary plus target bonus and 12
       months of continued benefits coverage;

    C. There is one additional senior executive who is covered
       under the Debtors' general severance program, but for the
       purpose of these proceedings, Genuity has included him in
       this motion.  That senior executive does not have an
       employment agreement and is entitled to one times his
       annual base salary and continued benefits coverage.

A Senior Executive is entitled to Severance Benefits after
involuntary termination other than for Cause, or resignation as
a result of:

    A. a 50-mile change in principal work location; or

    C. a material reduction in compensation opportunities,
       including a reduction in annual base salary or target
       bonus. (Genuity Bankruptcy News, Issue No. 6; Bankruptcy
       Creditors' Service, Inc., 609/392-0900)


GLOBAL CROSSING: Court Clears 3 Firms to Assist in CFIUS Review
---------------------------------------------------------------
Global Crossing Ltd., and its debtor-affiliates obtained
permission from the Court to employ, to advise them with respect
to CFIUS review, these three firms:

     -- Covington & Burling as special counsel nunc pro tunc to
        November 1, 2002;

     -- Skadden Arps Slate Meagher & Flom LLP as special counsel
        nunc pro tunc to October 22, 2002; and

     -- Kissinger McLarty Associates as regulatory advisor nunc
        pro tunc to November 1, 2002.

                       Covington Engagement

It is anticipated that Covington will:

   -- advise the Debtors with respect to the CFIUS approval
      process and provide the necessary background with respect
      to the various executive branch agencies that comprise
      CFIUS; and

   -- assist the Debtors in the drafting of necessary security
      agreements and other relevant legal documents involved in
      obtaining CFIUS approval.

The Debtors will compensate Covington on an hourly basis at
rates consistent with the rates charged by the firm in matters
of this type.  Covington's hourly rates are set at a level
designed to fairly compensate the firm for the work of its
attorneys and legal assistants and to cover fixed and routine
overhead expenses.  The hourly rates to be charged by Covington
in connection with this representation are:

        Partners                            $690 - 360
        Associates                           410 - 170
        Paralegals and other personnel       210 - 140

                         Skadden Engagement

To aid the GX Debtors in the CFIUS review process, Skadden Arps
Slate Meagher & Flom LLP will act as special regulatory counsel
and:

     -- advise the Debtors with respect to telecommunications
        policy vis-a-vis the CFIUS review process;

     -- advise the Debtors with respect to the impact of
        Congressional oversight on the CFIUS review process as
        it relates to obtaining the requisite regulatory
        approvals; and

     -- draft necessary documents with respect to corporate
        structures that comply with the demands of the various
        CFIUS agencies.

The Debtors employs Skadden to perform tax services relating to
an audit by the United States Internal Revenue Service and
planning related to other tax matters.

The Debtors will compensate Skadden on an hourly basis at rates
charged by the firm in matters of this type.  Skadden's
hourly rates in connection with this representation are:

        Partners and "Of Counsel"           $725 - 495
        Associates and Counsel               485 - 290
        Paralegals and other personnel       195 -  80

                      Kissinger Engagement

Kissinger is not a law firm, but a partnership that provides
strategic advice to U.S. and multi-national clients in
connection with domestic and international matters including
receiving U.S. and foreign regulatory approval of certain
financial transactions.  The individuals at Kissinger who will
be advising the Debtors have significant familiarity with the
federal government and the processes of obtaining approval from
the national security and regulatory agencies that comprise
CFIUS. Specifically, the Debtors seek to employ Kissinger to
provide:

     -- consulting services with respect to international
        strategic advise, particularly with respect to policy,
        communications coordination, and advice; and

     -- assistance in connection with the Debtors' interactions
        with agencies and representatives of foreign governments
        that have an interest in the transaction.

The Debtors will compensate Kissinger on a $30,000 fixed monthly
retainer, plus reimbursement of actual and necessary expenses
incurred.  In addition, Kissinger will be entitled to a $200,000
success fee, payable after obtaining regulatory approval through
the CFIUS process.  This Success Fee will not be payable in the
event that the approval is not obtained. (Global Crossing
Bankruptcy News, Issue No. 33; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


GRAPHIC PACKAGING: Will Publish Q4 and YE 2002 Results on Tues.
---------------------------------------------------------------
Graphic Packaging International Corporation (NYSE: GPK)
scheduled to release its fourth quarter 2002 results before the
market opens on Tuesday, February 18, 2003. A conference call
will be held the same day.

     What:    2002 Fourth Quarter and Year End Earnings
              Conference Call

     When:    Tuesday, February 18, 2003 @ 3:00 p.m. EST

     Where:

   http://www.firstcallevents.com/service/ajwz372583856gf12.html

     How:     Live over the Internet -- Simply log on to the web
              at The address above.

     Contact: Investor Relations, 877-608-2635,
              ir@graphicpkg.com

If you are unable to participate during the live webcast, the
call will be archived on the Web site
http://www.graphicpackaging.com To access the webcast replay,
go to the Investor Relations section.

Graphic Packaging, whose corporate credit standing and its $450
million senior secured credit facility are rated by Standard &
Poor's at BB, is the leading North American manufacturer of
folding cartons, making cartons for the food, beverage and other
consumer products markets. The Company has a large recycled
paperboard mill and 17 modern converting plants and
approximately 4,300 employees in North America. Its customers
make some of the most recognizable brand-name products in their
markets.


HEALTH PLAN SE: Fitch Withdraws Bq Financial Strength Rating
------------------------------------------------------------
Fitch Ratings has withdrawn its 'Bq' quantitative insurer
financial strength rating on Health Plan SE, Inc. of Florida.
Health Plan SE was acquired by and merged into Vista Health
Plans of South FL effective January 1, 2003. Health Plan SE is a
Tallahassee, Florida-based for profit HMO that primarily writes
group health business. The company reported $92.7 million of
premiums for the first nine months of 2002 and statutory capital
of $2.8 million as of September 30, 2002.

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


HQ GLOBAL: Has Until May 19 to Make Lease-Related Decisions
-----------------------------------------------------------
By order of the U.S. Bankruptcy Court for the District of
Delaware, HQ Global Holdings, Inc., and its debtor-affiliates
obtained an extension of their lease decision period.  The Court
gives the Debtors until May 19, 2003, to determine whether to
assume, assume and assign, or reject their unexpired
nonresidential real property leases.

As previously reported in the Troubled Company Reporter, the
Company's exclusive period to file a chapter 11 plan runs
through May 13, 2003, and the Company has the exclusive right to
solicit acceptances of that plan from creditors is intact
through July 11, 2003.

HQ Global Holdings Inc., one of the largest providers of
flexible office solutions in the world, filed for chapter 11
protection on March 13, 2002 (Bankr. Del. Case No. 02-10760).
Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger,
P.A., and Corinne Ball, Esq., at Jones, Day, Rtavis & Pogue,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard & Zukin provides HQ with financial advisory
services.  When the Company filed for protection from its
creditors, it listed estimated assets of more than $100 million.


HUNTLEIGH TELECOMMS: Creditors Meeting Scheduled for March 11
-------------------------------------------------------------
The United States Trustee for Region VII will convene a meeting
of Huntleigh Telecommunications Group, Inc.'s creditors on March
11, 2003, at 11:15 a.m., in Room 207 at the U.S. Courthouse, 100
E. Wall Street, in Midland, Texas.  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.

All creditors wishing to assert a claim against the Debtor's
estate must file their proofs of claim on or before May 4, 2003
or be forever barred from asserting that claim.

Huntleigh Telecommunications Group, Inc., is a High Speed DSL
Internet Service Provider based in El Paso, Texas.  The Company
filed for chapter 11 protection on February 3, 2003 (Bankr. W.D.
Tex. Case No. 03-70097).  Wiley France James, III, Esq., at
James, Goldman & Haugland, P.C., represents the Debtor in its
restructuring efforts.


J. CREW GROUP: Inks Board Room & Subordinated Loan Agreements
-------------------------------------------------------------
On February 3, 2003, J.Crew Group, Inc., TPG Partners II, L.P.,
and Emily Woods entered into a Letter Agreement that amends a
Stockholders' Agreement among the Company, TPG Partners II,
L.P., and Emily Woods, dated October 17, 1997 (as amended by the
Letter Agreement between the Company, TPG Partners II, L.P. and
Emily Woods, dated June 11, 1998).  The Letter Agreement allows
for expansion of J. Crew's Board of Directors to 11 seats --
with new Chairman & CEO Millard Drexler naming three of those
members and having input about who'll take three additional
seats.

On February 4, 2003, the Company, J. Crew Operating Corp., and
certain subsidiaries thereof, and TPG-MD Investment, LLC entered
into a Credit Agreement pursuant to which TPG-MD Investment, LLC
will provide a $20.0 million subordinated loan to Operating.
The loan will be guaranteed by certain subsidiaries of Operating
and may be exchanged into shares of common stock of the Company.
Stephen Lindo, Esq., at Willkie, Farr & Gallagher represents
TPG-MD Investment, LLC, and Paul J. Shim, Esq., at Cleary,
Gottlieb, Steen & Hamilton represents TPG Bacchus II LLC in this
financing transaction.

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.


KAISER: Gets Go-Signal to Assume Rhodia Purchase & Sale Contract
----------------------------------------------------------------
Kaiser Aluminum Corporation and its debtor-affiliates sought and
obtained the Court's permission to assume a purchase and sale
agreement with Rhodia Inc.

The Debtors entered into the Sale Contract with Rhodia on
December 31, 1999.  The Debtors wanted to sell to Rhodia a
66.61-acre tract of undeveloped real property located in East
Baton Rouge Parish, Louisiana.  The purchase price for the real
property is $1,350,000, and the original closing date was
scheduled to occur by March 31, 2000.

However, the closing of the transaction was extended by several
letter agreements to give the Debtors more time to complete the
removal of solidified red mud from the red mud lake on the real
property.  Pursuant to the latest letter agreement on March 21,
2002, Rhodia agreed to give the Debtors until the end of January
2003 to complete the removal of the red mud and that the closing
of the transaction would occur by the end of February 2003.  The
Debtors completed the red mud removal on schedule and are ready
to close the transaction by February 28, 2003.

Paul N. Heath, Esq., at Richards, Layton & Finger, relates that
the Debtors have no need for the property in connection with the
operation of their business.  The assumption of the Sale
Contract will provide their estates with $1,296,000 in cash
proceeds.  In contrast, Mr. Heath points out that, if the
Debtors were to reject the Sale Contact, they would:

    (a) have to renew their efforts to find a buyer, which may
        take a substantial amount of time and would not likely
        result in any higher sale price; and

    (b) most likely face to a rejection damage claim from
        Rhodia.

                 Debtors Pay Broker Commission

As a necessary part of the assumption of the Sale Contract, the
Court also authorizes the Debtors to pay a $54,000 broker's
commission to Latter & Blum, Inc./Realtors.  Latter & Blum was
an additional signing party to the Sale Contract and was the
broker of the transaction.

The Sale Contract provides that Latter & Blum will receive a 4%
commission to be paid by the Debtors.  The Debtors will pay the
commission at the Closing.

               Debtors Also Pay Prepetition Taxes

The Debtors are also authorized to pay the East Baton Rouge
Parish $14,072 in real property taxes related to the Real
Property for the 2002 tax year.  The Debtors will pay the
prepetition taxes at the Closing from their general operating
funds.

According to Mr. Heath, the Sale Contract provides that any
taxes assessed against the Real Property that are due and
payable at the time of closing must be paid by the Debtors.  If
not paid, Rhodia will receive a credit against the purchase
price equal to the amount owed and any penalties and interest.
Under Louisiana law, Mr. Heath maintains that the East Baton
Rouge Parish has a statutory lien on the Real Property for the
total amount of prepetition taxes and is, therefore, a fully
secured creditor. Consequently, the payment of the prepetition
taxes will not prejudice other creditors. (Kaiser Bankruptcy
News, Issue No. 22; Bankruptcy Creditors' Service, Inc.,
609/392-0900)

Kaiser Aluminum's 12.750% bonds due 2003 (KLU03USR1) are trading
at about 5 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=KLU03USR1for
real-time bond pricing.


KMART: Wants Lease Decision Time Extended Beyond Effective Date
---------------------------------------------------------------
In light of the recent significant developments in their Chapter
11 cases, Kmart Corporation and its 37 debtor affiliates ask the
Court for another extension of the deadline to make lease
disposition decisions imposed by 11 U.S.C. Sec. 365(d).  The
Debtors need more time to decide whether to assume, assume and
assign, or reject 695 of their unexpired nonresidential real
property leases.

The Debtors tell the Court that they can't make reasoned
decisions this early.  The Debtors need to devote their time and
resources within the next couple of months to obtaining approval
of the Disclosure Statement, soliciting votes accepting the
Plan, and obtaining Court approval of the Reorganization Plan.

The Debtors propose to extend the lease decision deadline with
respect to:

  * at least 304 store locations that the Debtors intend to
    close -- Closing Store Leases -- until 270 days after the
    effective date of a reorganization plan; and

  * at least 391 unaffected stores -- Go-Forward Leases -- to
    the effective date of a reorganization plan, but no later
    than May 31, 2003, to coincide with their planned emergence
    from Chapter 11.

A schedule of the Closing Store Leases is available at:

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

A schedule of the Go-Forward Leases is available at:

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

The Debtors have been working diligently to develop and achieve
confirmation of a Plan on a time frame that will allow them to
meet their goal of confirming their Plan this April 2003.  A
major component of the Debtors' restructuring has been and
continues to be -- their strategic review of their real estate
holdings.  Although the Debtors will not make their final
decision until the Confirmation Date, they presently expect that
most, if not all, of their remaining Go-Forward Leases will be
assumed.

The Debtors also ask the Court to declare any operating, "go
dark" or similar restrictive covenants in the Closing Store
Leases as unenforceable during the proposed extension period.
The Debtors intend to engage in a multi-faceted marketing
process with regards to the Closing Store Leases through these
options:

    (1) direct sales of individual Closing Store Leases to end
        users;

    (2) sales of designation rights in individual or packages of
        Closing Store Leases to purchasers that would in turn
        seek to sell the rights to end users;

    (3) agreements with real estate companies to market some
        Closing Store Leases; or

    (4) redevelopment of the closing store properties.

The Debtors anticipate that they will assume and assign certain
Closing Store Leases to a number of potential assignees while
rejecting the others.  Nevertheless, the Debtors assert that
they need adequate time to market the excess real estate to
maximize the value of the assets for their estates.  The Debtors
will need time to formulate an appropriate strategy for each
Closing Store Leases, considering that the leases are spread
over 44 states and in different retail settings.  The Debtors
may even have to employ several and varied strategies and
approaches for disposing the leases.

The landlords will not be prejudiced with the proposed
extension. Throughout the course of the bankruptcy proceedings,
the Debtors have been current in their administrative
obligations, including leasehold obligations.  The landlords for
the Closing Store Leases will also benefit from the Debtors'
marketing efforts and the eventual assignment of the leases to
end users.  Once the store closing sales are concluded, the
stores will "go dark" and remain dormant until and end user can
complete an assignment of the underlying lease, remodel and re-
fixture the store, and perform necessary tenant improvements.
But the landlords will not be affected because the Debtors will
continue to pay, or arrange to pay, rent and other monetary
obligations under the Closing Store Leases without interruption.
The remodeling work also will likely increase the value of the
properties.  Thus, the landlords will be in a much better
position than if the Debtors were simply to reject the Leases.

There is no reason to believe that the Debtors will not continue
to remain current on their obligations under the Go-Forward and
Closing Store Leases.  Given their $2,000,000,000 postpetition
credit facility, which is soon to be replaced by another
$2,000,000,000 exit facility, the Debtors have enough resources
to back them. (Kmart Bankruptcy News, Issue No. 47; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

DebtTraders reports that Kmart Corp.'s 9.000% bonds due 2003
(KM03USR6) are trading at about 13 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=KM03USR6for
real-time bond pricing.


LNR PROPERTY CORP: Fitch Affirms Subordinated Debt Rating at BB-
----------------------------------------------------------------
Fitch Ratings affirms LNR Property Corp.'s subordinated debt
rating at 'BB-' and assigns a senior unsecured rating of 'BB+'.
The Rating Outlook is Stable. Approximately $800 million of debt
obligations are covered by Fitch's action.

The ratings reflect LNR's strong operating performance and asset
quality, including zero delinquency or loss in its b-note
portfolio, a 95% average recovery rate on specially serviced
assets and 97% occupancy in developed properties. Fitch believes
that these factors are reflective of management's adherence to
sound risk management practices. The ratings also reflect the
continued evolution of Fitch's rating methodology towards
several complex components of LNR's business. Specifically, over
time Fitch has increased capital requirements for assets such as
developing properties, first loss commercial mortgage-backed
securities securities, and equity in and commitments to
partnership investments. Despite increased requirements for
capital, operating performance, and diversity of funding, LNR
continues to meet expectations for its rating category.

LNR has improved its balance sheet management. As a result of
strong internal capital formation and reduced asset acquisition,
consolidated leverage (which consolidates all partnerships and
other off balance sheet commitments) has declined to 2.07 times
(x) at Aug. 30, 2002 from 2.46x at year-end Nov. 30, 2000. LNR
also recently entered the structured finance market via the
completion of a collateralized debt obligation of commercial
mortgage backed securities (CDO of CMBS).

LNR's funding diversity is adequate and has improved in recent
years. LNR has used subordinated unsecured bonds, reverse
repurchase agreements, secured debt and syndication proceeds.
LNR also continues to demonstrate good levels of available
liquidity through good cash flow and its revolving credit
facility, which was recently renewed and increased to $380
million. Fitch will continue to look for LNR to access the
senior unsecured debt markets.

Rating concerns center on LNR's large investment in off-balance
sheet joint ventures and partnerships. Concerns also focus on
the portfolio of repositioning properties that represent about
15% of total assets. While LNR has consistently delivered sound
results from this segment, Fitch still considers these
activities to bare a significant degree of risk. As such, the
ratings reflect the composition of LNR's portfolio relative to
other companies focused on real estate investment across the
capital structure. In addition, a significant component of LNR's
cash flow results from asset sales, which can result in
significant volatility over time. Finally, Fitch continues to
hold a Negative Outlook for several real estate sectors,
including office and apartment buildings, to which LNR has
significant exposure.

Based in Miami, Florida with roots dating to 1969, LNR
underwrites, purchases, and manages real estate and real estate
driven investments. LNR has also developed one of the premier
CMBS special servicer franchises in the U.S., with a market
share of 18% at the end of 2002. LNR primarily seeks investment
opportunities where it can purchase assets at a discount and
utilize its due diligence, repositioning, asset management and
workout expertise to improve cash flows and profitability.

Specifically, activities include the development or purchase of
office buildings, apartment buildings, affordable housing
communities, retail space, investments in subordinated
commercial mortgage backed securities, and mortgage and real
estate backed loans.


LUBY'S INC: Receives Notice of Default Under Credit Agreement
-------------------------------------------------------------
Luby's (NYSE: LUB) confirmed it had received written
notification of default under its existing credit agreement,
which arose from the failure to make an $80 million payment due
January 31, 2003.  The default, which was previously announced
by Luby's, was precipitated by the company's termination of
negotiations with a third-party lender because of unacceptable
changes in the structure of the proposed loan.  The notice was
expected, and although the lenders have reserved all rights and
remedies they may have as a result of the default, they have
advised Luby's that they do not intend to take any immediate
action. Luby's management is presently coordinating with these
and other potential lenders to explore a variety of financing
options.

"We are working with our board to finalize an operational plan
that will permit the restructuring of Luby's indebtedness in an
acceptable manner and ensure a successful future for the
company," said Chris Pappas, President and CEO. "The receipt of
this formal notice does not mean that we cannot work through the
current situation with our existing bank group. As we do so, our
highest priority is to fix the problems that have affected
performance and return Luby's to profitability."

Luby's provides its customers with delicious, home-style food,
value pricing, and outstanding customer service at its 193
restaurants in ten states. Luby's stock is traded on the New
York Stock Exchange (symbol LUB).


MARINER POST-ACUTE: Asks Court to Move Claims Objection Deadline
----------------------------------------------------------------
The Mariner Post-Acute Network, Inc., and Mariner Health Group
Debtors ask the Court to further extend their Claims Objections
Deadline through and including May 31, 2003.

The Debtors relate that they have currently resolved 23,000 of
the original 31,000 scheduled and filed claims.  To illustrate,
the Debtors report that:

    -- of the 24,036 claims in the MPAN Debtors' cases,

       No. of claims   Status
       -------------   ------
           21,224      have been resolved
            1,150      are subject of pending objections,
            1,296      were identified for potential objections
              366      are under review

    -- of the 7,217 filed and scheduled claims in the MHG
       Debtors' cases,

       No. of claims   Status
       -------------   ------
            5,933      have been resolved
              424      are subject of pending objections
              539      were identified for potential objections
              321      are under review

The Debtors believe that the claims review process and the
preparation and filing of objections to the 2,625 claims not
already subject to objections can be completed by May 31, 2003.
Moreover, the extension of the time period will enable the
Debtors to spread these remaining potential claim objections
over six additional hearing dates in the proposed extension
period.

During this same period, the Debtors will be negotiating for, or
filing pleadings requesting, "caps" on all the claims that have
been filed in "unliquidated" amount, a process essential to make
the pro rata calculation necessary for a distribution.  If the
objections were required to be filed by the February 28, 2003
deadline, the dividend would still not be made until after
May 31, 2003 because of the need to obtain maximum claim amount
caps on unliquidated claims, the Debtors added. (Mariner
Bankruptcy News, Issue No. 41; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


MCDERMOTT INT'L: Enters Pacts to Refinance Credit Facilities
------------------------------------------------------------
McDermott International, Inc., (NYSE:MDR) has entered into
definitive agreements with its existing lenders providing for a
new credit facility to replace its existing J. Ray McDermott and
McDermott and BWX Technologies bank credit facilities, which
were scheduled to expire on February 21, 2003. The Credit
Facility initially provides for borrowings and issuances of
letters of credit in an aggregate amount of up to $180 million,
with certain sublimits on the amounts available to J. Ray and
BWXT.

The Company also announced the early repayment of McDermott
Incorporated Series "A" Medium Term Notes in the amount of $9.5
million, which were due in four tranches beginning June 26, 2003
through July 2, 2003. The repayment will be made today in the
form of an irrevocable deposit to the trustee for the MI Notes.

The existing $100 million McDermott and BWXT facility was
canceled resulting in the return to the Company of $105 million
in cash collateral which will be used, together with $10 million
of McDermott cash, to provide J. Ray and BWXT with intercompany
loans in the amount of $90 million and $25 million,
respectively. J. Ray and BWXT will use the proceeds from those
intercompany loans for working capital needs and general
corporate purposes.

"This refinancing should provide adequate liquidity during the
term of the Credit Facility and ample time to develop a
permanent capital structure for the Company after the resolution
of the Babcock & Wilcox Chapter 11 proceedings," said Francis S.
Kalman, Executive Vice President and Chief Financial Officer of
McDermott.

Terms of the Credit Facility include, among other things, the
following:

     -- The Credit Facility is collateralized by McDermott
        Incorporated stock, J. Ray stock, J. Ray assets and
        various intercompany promissory notes.

     -- Effective May 13, 2003, the maximum amount available
        under the credit facility will be reduced from $180
        million to $166.5 million.

     -- Proceeds from the Credit Facility may be used by J. Ray
        and BWXT with sublimits for J. Ray of $100 million for
        letters of credit and $10 million for cash advances and
        for BWXT of $60 million for letters of credit and $50
        million for cash advances.

     -- Pricing for cash advances under the Credit Facility is
        prime plus 3% or Libor plus 4% for BWXT and prime plus
        4% or Libor plus 5% for J. Ray.

     -- The Credit Facility is guaranteed by McDermott and by
        various subsidiaries of J. Ray.

     -- The Credit Facility is scheduled to expire on April 30,
        2004.

McDermott International, Inc., is a leading worldwide energy
services company. The Company's subsidiaries provide
engineering, fabrication, installation, procurement, research,
manufacturing, environmental systems, project management and
facilities management services to a variety of customers in the
energy industry, including the U.S. Department of Energy.

As reported in Troubled Company Reporter's November 11, 2002
edition, Standard & Poor's placed its single-'B' corporate
credit rating on McDermott International Inc., and related
entities on CreditWatch with negative implications due
to operating issues at the firm's J.Ray McDermott S.A., marine
construction services subsidiary, weak near-term operating
outlook, and potential liquidity concerns.


MILACRON INC: Fourth Quarter Operating Results Show Improvement
---------------------------------------------------------------
Milacron Inc., (NYSE: MZ) showed significant progress in the
fourth quarter of 2002, as improvements in operating efficiency
resulted in a modest profit from continuing operations on
essentially flat sales compared with a year ago.

"Thanks to extraordinary efforts by our employees worldwide, we
ended 2002 on a very positive note," said Ronald D. Brown,
chairman and chief executive officer. "We saw increasing
benefits from our diligent execution of cost-cutting and
consolidation efforts of the past year and we entered 2003 with
substantially less debt and a stronger balance sheet."

Fourth-quarter 2002 earnings from continuing operations before
restructuring charges came in at the high end of the range of
guidance provided by the company in November. Including losses
from discontinued operations and restructuring charges, Milacron
posted a significantly smaller net loss compared to the fourth
quarter a year ago.

                     Fourth Quarter 2002

Sales of $192 million from continuing operations - plastics
technologies and industrial fluids - were effectively even with
$187 million in the fourth quarter of 2001 when excluding
favorable currency translation effects.

In the fourth quarter of 2002 Milacron earned $1.0 million after
tax from continuing operations, a $20- million improvement over
the year-ago quarter on essentially flat sales. Including losses
from discontinued operations, the company recorded a net loss in
the quarter of $5.5 million. This compared to a net loss of
$21.9 million, in the fourth quarter of 2001, which included
$1.2 million in losses from discontinued operations. The
quarterly net losses included after-tax restructuring costs of
$2.6 million in 2002 and $7.8 million in 2001. In accordance
with current accounting rules, amortization of goodwill was
excluded from earnings in 2002 but had the effect of increasing
the fourth-quarter 2001 loss by $1.8 million after tax.

Manufacturing margins excluding restructuring costs were 17.4%
in the fourth quarter of 2002, up from 14.4% a year ago. New
orders from continuing operations were $186 million, up 7% from
$174 million in the fourth quarter of 2001 and 4% from the third
quarter of 2002, reflecting slightly improved demand for
plastics machinery.

                          Year 2002

Despite an 8% sales volume decline, in 2002 Milacron achieved
positive earnings from continuing operations of $0.6 million
before interest, taxes and nonrecurring items, compared to an
operating loss of $11.0 million in 2001.

Sales from continuing operations were $693 million in 2002, down
from $755 million a year ago. The company's 2002 net loss was
$222.9 million and included on an after-tax basis: a writedown
of goodwill of $187.7 million, losses from discontinued
operations of $16.8 million, and restructuring charges of $8.8
million.

"We made significant progress in 2002," Brown said. "We
strengthened our balance sheet by generating cash from
operations and making two major divestitures, which allowed us
to reduce net debt by over $300 million. We accelerated our
implementation of Lean and Six Sigma and cut our primary working
capital requirements by $40 million. We also executed
restructuring and cost-cutting programs throughout our
operations, which helped bring us back into the black on an
operating basis in the fourth quarter."

                         Segment Results

Machinery Technologies-North America (machinery and related
parts and services for injection molding, blow molding and
extrusion supplied from North America and India) New orders in
the fourth quarter were $88 million, a 10% increase from $80
million a year ago. Sales of $97 million were up 7% from $91
million in the fourth quarter of 2001. Helped by restructuring
and other cost-cutting measures implemented over the past
several quarters, this segment posted operating earnings
(earnings before interest, taxes and restructuring charges) of
$5.8 million compared to an operating loss of $4.6 million in
the year-ago quarter.

For the year 2002, new orders in this segment were $321 million,
down from $337 million in 2001. Sales declined year over year to
$314 million from $362 million. Operating earnings for 2002 were
$8.0 million compared to an operating loss of $13.5 million in
2001.

Machinery Technologies-Europe (machinery and related parts and
services for injection molding and blow molding supplied from
Europe) New orders rose 26% to $34 million from $27 million in
the fourth quarter of 2001, with about one-third of the gain
coming from favorable currency translation. Sales of $31 million
were essentially flat with those of the year-ago quarter when
excluding currency effects. This segment reduced its operating
loss to $1.5 million from $7.5 million in the fourth quarter of
2001.

For the year 2002, new orders in this segment were $122 million,
up $8 million from 2001, mostly due to favorable currency
translation. Sales of $117 million declined from $123 million in
the prior year despite favorable currency effects. For 2002 the
segment posted an operating loss of $8.1 million, $1.0 million
better than its operating loss of $9.1 million in 2001.

Mold Technologies (mold bases and related parts and services, as
well as maintenance, repair and operating supplies for injection
molding worldwide) Sales in the quarter were $43 million, down
from $47 million a year ago, with all of the decline coming from
the segment's European operations, as North American operations
held up compared to a year ago. Hampered by lower sales volumes
and costs and inefficiencies related to the integration and
consolidation of European acquisitions, operating earnings
declined to $0.1 million including a goodwill writedown of $1.0
million, down from $1.7 million in the year-ago quarter.

Sales in this segment for the year were $175 million, down $10
million from 2001. Operating earnings fell to $5.3 million from
$12.1 million in the prior year.

Industrial Fluids (water-based and oil-based coolants,
lubricants and cleaners for metalcutting and metalforming
operations worldwide) Sales of $25 million were essentially flat
with those of the fourth quarter a year ago after adjusting for
currency translation effects. Operating earnings were $3.9
million, compared to $5.0 million in the fourth quarter 2001,
which included favorable one-time adjustments.

Sales in 2002 for this segment were $96 million, up from $93
million in 2001, as favorable currency translation accounted for
about half the increase. The segment's operating earnings were
$14.4 million in 2002, down from $18.1 million in 2001, which,
as in the fourth quarter, included one-time adjustments.

                    Discontinued Operations

In August 2002, Milacron sold its North American metalcutting
insert tool business, Valenite, to Sandvik for $175 million,
subject to post-closing adjustments, and its European and Indian
metalcutting tool businesses, Widia and Werko, to Kennametal
Inc. for (EUR)188 million, also subject to post-closing
adjustments. Cash costs for divestiture expenses and post-
closing adjustments were approximately $7 million in the fourth
quarter and are projected to be about $25 million in the first
quarter of 2003, all within the reserves established by the
company at the time of the closings.

In the fourth quarter, Milacron's discontinued round tool and
grinding wheel operations had sales of $42 million and after-tax
losses of $6.5 million, primarily related to adjustments of the
carrying value of these businesses.

                   Charge for Goodwill Impairment

In accordance with Statement of Financial Accounting Standards
No. 142, "Goodwill and Other Intangible Assets," Milacron took a
$247 million pre-tax charge for goodwill impairment retroactive
to the beginning of 2002 to cover both continuing and
discontinued operations. On an after-tax basis, the writedown
was $188 million, or $5.61 per share. The charge had no effect
on cash flow.

                      Pension Plan Assets

Financial market declines in 2002 significantly reduced the
asset value of Milacron's primary U.S. defined benefit plan and
resulted in a non-cash charge to equity of $95 million after tax
in the fourth quarter. The charge had no effect on cash flow or
net income. Given the plan's reduced asset value and lower
assumptions for return and discount rates, Milacron expects
about $1 million in pension expense in 2003, compared to pension
income of approximately $9 million in 2002. The plan continues
to meet all the funding requirements under ERISA regulations,
and at its current funding level, the company will not be
required to make any cash contribution before September 2004.
Based on current projections, the required 2004 contribution
would be less than $10 million.

                   Financial Flexibility

Milacron ended the fourth quarter with $122 million in cash, up
from $114 million at the beginning of the quarter. The company
said that its revolving credit facility has been amended to
provide for relaxed covenants through 2003, with an agreement to
reduce the commitment gradually from $85 million to $55 million
by year-end. At December 31, 2002, the company had drawn $42
million and issued $12 million in letters of credit under this
facility. The company also said its accounts receivable
liquidity facility has been extended to December 31, 2003. At
year-end 2002, the company had sold $41 million of receivables
under the program, which is now capped at $45 million.

Milacron has no significant debt repayment obligations until
March 15, 2004, at which time the company's revolving credit
facility and $115 million of 8-3/8% public notes mature. The
company is currently considering a variety of available
alternatives to refinance its capital structure.

                             Outlook

"Three of the market sectors we serve are holding up well during
this recession: automotive, packaging and medical," Brown said.
"Although there are still no clear signs of recovery in the
other sectors, Milacron remains committed to achieving further
gains in operating results in 2003. We will do so by focusing on
areas we can control, namely cost reductions, efficiency
improvements and better working capital management, to
compensate for factors beyond our control, such as the economy,
increased insurance costs and a decline in pension income, to
list a few. Given the seasonality of our business, we believe we
are likely to record modest losses in the first half of the year
to be offset by comparable or greater earnings in the second
half of the year.

"Through it all we continue to strengthen our competitive
position as a global leader in plastics technologies and
industrial fluids. We are enhancing our ability to respond
quickly and fully to the upturn whenever it comes, which will
help us maximize shareholder value in the long run," he said.

First incorporated in 1884, Milacron is a leading global
supplier of plastics-processing technologies and industrial
fluids, with 4,000 employees and major manufacturing facilities
in North America, Europe and Asia. For further information,
visit http://www.milacron.com

As reported in Troubled Company Reporter's November 22, 2002
edition, Standard & Poor's lowered its corporate credit rating
on Milacron Inc., to 'B+' from 'BB-'. The outlook is negative.
At the same time, the rating on the company's $110 million
senior secured bank facility was lowered to 'B+' from 'BB'. The
plastic machinery manufacturer's senior unsecured debt was
affirmed at 'B'. The downgrades reflect the impact of weak end
markets on the company's financial profile, despite significant
asset sales to reduce debt. The affirmation of the senior
unsecured rating reflects the substantial reduction in secured
debt.

Total debt was about $296 million at Sept. 30, 2002, for
Cincinnati, Ohio-based Milacron.

"The downgrade on Milacron was based upon the deterioration in
the company's credit measures and the uncertain timing for a
recovery," said Standard & Poor's credit analyst Robert Schulz.


MILACRON INC: Board Declares Quarterly Preferred Share Dividends
----------------------------------------------------------------
Milacron Inc., (NYSE:MZ) announced that its board of directors
declared quarterly dividends of $.01 per share on common stock
and $1.00 per share on preferred stock.

To holders of record February 28, 2003, dividends on common
stock will be paid on March 12, 2003, and dividends on preferred
stock will be paid on March 1, 2003.

The same record date, February 28, 2003, was set for
determination of shareholders entitled to notice of and to vote
at the annual meeting of shareholders, to be held at 9:00 a.m.
EDT on Wednesday, April 23, 2003 at the Queen City Club, 331
East Fourth Street, Cincinnati, Ohio, 45202.

First incorporated in 1884, Milacron is a leading global
supplier of plastics-processing technologies and industrial
fluids, with 4,000 employees and major manufacturing facilities
in North America, Europe and Asia.

As reported in Troubled Company Reporter's November 22, 2002
edition, Standard & Poor's lowered its corporate credit rating
on Milacron Inc., to 'B+' from 'BB-'. The outlook is negative.
At the same time, the rating on the company's $110 million
senior secured bank facility was lowered to 'B+' from 'BB'. The
plastic machinery manufacturer's senior unsecured debt was
affirmed at 'B'. The downgrades reflect the impact of weak end
markets on the company's financial profile, despite significant
asset sales to reduce debt. The affirmation of the senior
unsecured rating reflects the substantial reduction in secured
debt.

Total debt was about $296 million at Sept. 30, 2002, for
Cincinnati, Ohio-based Milacron.

"The downgrade on Milacron was based upon the deterioration in
the company's credit measures and the uncertain timing for a
recovery," said Standard & Poor's credit analyst Robert Schulz.


ML CBO VI: S&P Further Junks Class A Notes' Rating at CC
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the
class A notes issued by ML CBO VI 1996-C-2, a high-yield
arbitrage CBO transaction originated in October 1996 and managed
by Conseco Capital Management. At the same time, the rating is
removed from CreditWatch with negative implications, where it
was placed on Jan. 24, 2003.

The lowered rating and CreditWatch removal reflects factors that
have negatively affected the credit enhancement available to
support the notes since the time of the last rating action.
These factors include continuing par erosion of the collateral
pool securing the rated notes, a decline in the interest from
the collateral pool available for hedge and interest payments on
the liabilities, and a negative migration in the credit quality
of the performing assets in the pool. The rating on class A
notes was previously lowered in March 2002.

The transaction experienced $12.25 million worth of defaults
since the last rating action. Standard & Poor's noted that as a
result of asset defaults, the overcollateralization ratios for
the transaction have suffered. According to the most recent
trustee report (January 2003), the class A overcollateralization
is at 96.9%, versus the required ratio of 120%, and compared to
a ratio of 99.3% at the time of the last rating action.

According to the January trustee report, the weighted average
coupon has deteriorated to 10.57%, versus the minimum required
weighted average coupon of 10.8% and a weighted average coupon
of 10.88% at the time of the previous rating action. The
transaction continues to fail all of Standard & Poor's issuer
rating distribution tests according to the January trustee
report.

As a part of its analysis, Standard & Poor's reviewed the
results of recent cash flow model runs. These runs stressed
various parameters that are instrumental in the performance of
this transaction, and are used to determine its ability to
withstand various levels of default. When the stressed
performance of the transaction was then compared to the
projected default performance of the current collateral pool,
Standard & Poor's found that the projected performance of the
class A notes, given the current quality of the collateral pool,
was not consistent with the prior rating. Consequently, Standard
& Poor's has lowered its rating on these notes to the new level.
Standard & Poor's will continue to monitor the performance of
the transaction to ensure that the ratings assigned to the rated
classes continue to reflect the credit enhancement available to
support the notes.

                         Rating Lowered

                       ML CBO VI 1996-C-2

              Rating
  Class    To         From              Current Balance (Mil. $)
  A        CC         CCC+/Watch Neg    60.97


ML CBO VII: S&P Hatchets Class A Note Rating to CC from CCC+
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the
class A notes issued by ML CBO VII 1997-C-3, a high-yield
arbitrage CBO transaction originated in March 1997 and managed
by Conseco Capital Management. At the same time, the rating is
removed from CreditWatch with negative implications, where it
was placed on January 24, 2003.

The lowered rating and CreditWatch removal reflects factors that
have negatively affected the credit enhancement available to
support the notes since the time of the last rating action.
These factors include continuing par erosion of the collateral
pool securing the rated notes, a decline in the interest from
the collateral pool available for hedge and interest payments on
the liabilities, and a negative migration in the credit
quality of the performing assets in the pool. The rating on
class A notes was previously lowered in March 2002.

The transaction experienced $14.01 million worth of defaults
since March 2002. Standard & Poor's noted that as a result of
such defaults, the overcollateralization ratios for the
transaction have suffered. According to the most recent trustee
report (January 2003), the class A overcollateralization is at
91.3%, versus the required ratio of 116%, and compared to a
ratio of 98.8% in March 2002.

According to the January trustee report, the weighted average
coupon has deteriorated to 9.47%, versus the minimum required
weighted average coupon of 10.8% and a weighted average coupon
of 10.12 % in March 2002. The transaction is currently failing
seven out of the nine Standard & Poor's issuer rating
distribution tests.

As a part of its analysis, Standard & Poor's reviewed the
results of recent cash flow model runs. These runs stressed
various parameters that are instrumental in the performance of
this transaction, and are used to determine its ability to
withstand various levels of default. When the stressed
performance of the transaction was then compared to the
projected default performance of the current collateral pool,
Standard & Poor's found that the projected performance of the
class A notes, given the current quality of the collateral pool,
was not consistent with the prior rating. Consequently, Standard
& Poor's has lowered its rating on these notes to the new level.
Standard & Poor's will continue to monitor the performance of
the transaction to ensure that the ratings assigned to the
rated classes continue to reflect the credit enhancement
available to support the notes.

                         RATING LOWERED

                       ML CBO VII 1997-C-3

              Rating
  Class    To         From                 Current Bal. (Mil. $)
  A        CC         CCC+/Watch Neg       86.14


MORGAN STANLEY: S&P Drops Ratings on Classes E & F1 to CCC/D
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class C, D, E, and F1 certificates of Morgan Stanley Dean Witter
Capital I Inc.'s commercial mortgage securities pass-through
certificates series 2000-XLF and removed them from CreditWatch
negative, where they were placed on Jan. 30, 2003.

In addition, the ratings on classes A, B, F2, and F7 are
affirmed.

This action stems from the default at maturity of the Market
Center loan, which represents 40% of the pool balance, or $160
million out of a current deal balance of $397.3 million. The
Market Center loan matured on Feb. 1, 2003 and is secured by a
744,401 square-foot (based upon the most recent survey) office
complex at 555 and 575 Market Street in San Francisco. The
two office towers are in San Francisco's South Financial
District and directly border the South of Market district. The
San Francisco office market has seen a dramatic deterioration in
rent and occupancy levels. The current market asking rents are
approximately $30 per square foot with a current market vacancy
rate of approximately 21%. This compares to around $70 to $80
per square foot just two years ago. The current occupancy for
the property is 17.3%, and the most recent debt service coverage
(DSC) is negative versus 84.5% occupancy and 1.48x DSC at
issuance.

The borrower, which is a subsidiary of Tishman Speyer/Travelers
Real Estate Venture III LLC, has agreed to work closely with
Midland Loan Services Inc., the special servicer, to facilitate
an immediate sale of the property. The proceeds of the sale will
be used to repay the loan. The borrower and Midland expect to
announce shortly the selection of a broker to market the
property promptly and widely.

Any loss to the trust will depend upon what the property sells
for. As such, the magnitude of the loss is unknown at this time
but Midland notes it has various reserve accounts totaling $56
million that could be used to offset the principal balance.
However, a loss is likely even after reserves are applied given
the present state of the San Francisco office market.

In addition to the Market Center loan, the trust contains three
other floating-rate loans: the CenterAmerica Pool, 909 Third
Avenue, and Beach Place. The CenterAmerica Pool loan has a
current balance of $110.5 million (or 27.8% of the pool) and is
secured by 23 community and neighborhood shopping centers. Its
most recent DSC, based on net operating income, is 4.47x, with
occupancy reported as 89.9%. 909 Third Avenue loan has a current
balance of approximately $105.25 million (or 26.5%) and is
secured by an office building in New York City. Its most recent
NOI DSC is 6.43x, with occupancy reported as 96%. The Beach
Place loan has a current balance of $21.5 million (or 5.4%) and
is secured by a retail center located in Fort Lauderdale,
Florida. Its most recent NOI DSC is 5.02x, with an occupancy
reported as 81%. Excluding the Market Center loan, the NOI
compares favorably with those at issuance.

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

     RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

             Morgan Stanley Dean Witter Capital I Inc.
     Commercial mortgage pass-through certs series 2000-XLF

                     Rating
          Class  To          From
          C      BBB         A/Watch Neg
          D      B           A-/Watch Neg
          E      CCC         BBB/Watch Neg
          F1     D           BBB-/Watch Neg

                    RATINGS AFFIRMED

             Morgan Stanley Dean Witter Capital I Inc.
     Commercial mortgage pass-through certs series 2000-XLF

                    Class   Rating
                    A       AAA
                    B       AA
                    F2      BBB-
                    F7      BBB-


MOTO PHOTO: MOTO Franchise Acquires Substantially All Assets
------------------------------------------------------------
MOTO Franchise Corporation acquired substantially all of the
assets of Moto Photo, Inc., a Dayton, Ohio-based franchisor of
retail imaging stores. As a result, MFC has assumed the role of
franchisor to a system of 279 MotoPhoto(R) stores.

Harry Loyle, the majority shareholder and operating President &
CEO of MFC, recently formed the privately-owned Ohio based
company along with six other equity partners who are also
MotoPhoto(R) franchisees and area developers.

According to Loyle, who has been in photography and franchising
for over 30 years, "The new digital technology has opened vast
opportunities for the photo industry. The digital user continues
to go more and more mainstream searching for specialty retail
outlets which will service their needs in the areas of quality
digital prints and educational needs while offering them unique
ways to preserve and share their memories." Loyle continued,
"MotoPhoto(R) stores, as full-service imaging retailers, offer
the consumer these types of solutions with the caring,
commitment and dedication of our owner-operated franchise
network. Furthermore, we plan to work closely with our supplier,
Eastman Kodak, to expand our digital offerings while at the same
time continuing to offer the best products and services to
support our core film-based processing business."

Loyle also sees MotoPhoto's new digital portrait studios as
having tremendous growth opportunities. The studios offer
digital previewing and custom portrait enhancements with package
delivery time cut significantly. MotoPhoto currently has
approximately fifty portrait studios with the new digital
technology.

Loyle stated, "The new MotoPhoto franchisor, MFC, is excited to
be working with a dedicated team of associates focused on
supporting its franchisees and capitalizing on the growth
opportunities presented by new digital technology."

MOTO Franchise Corp., is a Dayton, Ohio-based franchisor of 279
one-hour photofinishing labs and portrait studios in the U.S.
and Canada. Further information is available at
http://www.motophoto.com

MOTO Photo, Inc. filed for Chapter 11 reorganization on November
25, 2002, in the U.S. Bankruptcy Court for the Southern District
of Ohio (Dayton) (Bank. S.D. Oh. Case No. 02-38935). Anne M.
Frayne, Esq., at Myers & Frayne Co., L.P.A., represent the
Debtor in this case.


NTL: Maxcor Initiates Suit to Resolve When-Issued Trade Disputes
----------------------------------------------------------------
Maxcor Financial Inc., the U.S. broker-dealer subsidiary of
Maxcor Financial Group Inc. (Nasdaq: MAXF), filed suit in the
Supreme Court of the State of New York, County of New York,
seeking a uniform and permanent resolution of the disputes
surrounding the settlement of when-issued trades in NTL Inc.,
common stock.

The settlement of when-issued trades in NTL common stock was
thrown into turmoil on January 10th when NTL emerged from
bankruptcy under a plan of reorganization providing for the
issuance of one-fourth the number of shares as was previously
contemplated. Maxcor and other participants in the when-issued
trading market expected that when-issued trades would be
adjusted to reflect what was effectively a 1-for-4 reverse stock
split. Unfortunately, a number of buyers in that market, seizing
upon a Nasdaq advisory that it would not cancel the when-issued
trades, have instead attempted to claim a windfall and take
delivery of shares with a value potentially 4x in excess of what
they bargained for.

As previously announced, Maxcor and other sellers of when-issued
NTL shares sought and obtained preliminary relief on January
16th from the United States Bankruptcy Court for the Southern
District of New York. Recognizing that the reverse stock split
was supposed to be a ministerial matter that did not adversely
affect anyone's rights, the Court's relief allowed all sellers
to force settlement of their transactions on an adjusted basis
that reflected the reverse stock split. The Court then extended
this relief through February 5th pursuant to a second order.

Many of Maxcor's counterparties settled their when-issued
transactions on an adjusted basis in accordance with the
Bankruptcy Court's orders, but others did not.  As a result,
after the Bankruptcy Court's temporary relief dissolved, Maxcor
filed its suit in New York State Supreme Court - a court with
broader jurisdictional reach. The suit names all counterparties
who traded with Maxcor in when-issued NTL shares. Roger Schwed,
General Counsel of Maxcor's parent company, explained: "We
principally filed this suit to pursue those parties who are
persisting in trying to grab a windfall by refusing to adjust to
reflect what was intended by NTL and the Bankruptcy Court to be
a neutral transaction with the same effect as a 1-for-4 reverse
stock split. However, we felt obliged to name all parties to our
trades, whether they had adjusted with us or not, in order to
ensure that a consistent result obtains in all instances."

A number of industry participants, including several of Maxcor's
counterparties who are named in the suit, have privately
expressed support for Maxcor's efforts to bring this matter to a
close on a consistent basis. Without a single forum in which to
seek a uniform resolution, participants in the when-issued
market for NTL shares who acted both as buyers and sellers risk
being whipsawed by inconsistent results that potentially might
force them to deliver, when acting as a seller, four times as
many shares as they receive when acting as a buyer.

Maxcor cautioned that it could not currently predict with any
certainty the ultimate outcome of its lawsuit or of the
settlement disputes themselves, the time frame for their
resolution, or whether its previously announced estimate of
their possible financial impact will be mitigated. Maxcor said,
however, that it was currently exploring whether all of the
affected parties might have an interest in seeking a speedier,
negotiated result through consensual mediation. Maxcor also
noted that one party named in its lawsuit, to whom Maxcor was a
net seller, has already settled out of it by agreeing to
finalize the settlement of all of its trades with Maxcor on a
fully-adjusted basis.

Maxcor Financial Inc., is an SEC-registered broker-dealer,
specializing in institutional sales and trading operations in
high-yield and distressed debt, municipal bonds, convertible
securities and equities. Through its Euro Brokers division,
Maxcor is also a leading domestic and international inter-dealer
broker specializing in U.S. Treasury and federal agency bonds
and repurchase agreements, emerging market debt products and
other fixed income securities. Maxcor is a subsidiary of Maxcor
Financial Group Inc. -- http://www.maxf.com-- which employs
approximately 500 persons worldwide and maintains principal
offices in New York, London and Tokyo.


PACIFIC GAS: State Street Bank Discloses 8.90% Equity Stake
-----------------------------------------------------------
State Street Bank and Trust Co., acting in various fiduciary
capacities beneficially owns 35,961,749 shares of the common
stock of Pacific Gas & Electric Company.  The holding represents
8.9% of the outstanding common stock shares of PG&E.  State
Street Bank and Trust has the sole power to vote the entire
number of shares held, but holds shared voting power over
24,795,161 such shares.  Dispositive power is distributed by
sole exercise over 35,929,359 shares and shared dispositive
power over 31,810 shares.

Pacific Gas and Electric Company, incorporated in California in
1905, is one of the largest combination natural gas and electric
utilities in the United States. Based in San Francisco, the
utility serves 13 million people throughout a 70,000-square-mile
service area in Northern and Central California. Pacific Gas
filed for Chapter 11 protection on August 6, 2001, in the U.S.
Bankruptcy Court for the Northern District of California (Bankr.
N.D. Calif. Case No.: 01-30923).


PRIMUS: Launches Business Cellular Long Distance at Low Rates
-------------------------------------------------------------
PRIMUS Telecommunications Canada Inc., the wholly-owned
subsidiary of PRIMUS Telecommunications Group, Incorporated
(Nasdaq: PRTL), a facilities-based total service provider
offering an integrated portfolio of voice, data, Internet, and
Web hosting services, has launched a new service extending
PRIMUS Canada's low long distance rates to business cellular
subscribers.

The Wireless Access Service delivers savings of up to 50 per
cent or more on wireless international calls and up to 25 per
cent on wireless North American calls. Wireless long distance
calling represents a significant, but hidden expense for many
businesses. With the new service, business users can have their
cellular long distance billed to their existing PRIMUS long
distance bill without the need to change cellular providers. The
wireless service provider bills only for local airtime according
to the customer's selected plan.

"Businesses deserve the same long distance rates whether their
call originates on a cell phone or at their desk," said Ted
Chislett, President, PRIMUS Canada. "PRIMUS Canada's Wireless
Access Service gives cellular customers the ability to choose
their long distance provider, just as they have come to expect
with traditional phone service. We believe this innovation is
long overdue and are very pleased to be the first company in
Canada to commercially offer this service."

Unlike typical wireless long distance plans, PRIMUS Canada's
Wireless Access Service does not require a term commitment and
customers are not locked into a minimum amount of long distance
usage. Customers simply dial any of PRIMUS Canada's local access
numbers throughout Canada - where they are immediately
recognized through proprietary authentication technology. They
then dial their destination number and their call is connected
through PRIMUS's global network.

As a promotion and incentive to trial the new service, for a
limited time PRIMUS Canada is offering new Wireless Access
Service customers 100 free minutes of wireless long distance.

"This service has been used successfully by PRIMUS Canada
employees for years," Mr. Chislett said. "To meet the customer
demand for choice and flexibility in wireless long distance
services, we began offering it to our residential customers last
year and the response has been extremely positive."

PRIMUS offers the service to customers in Canada, France, Italy,
Spain, the United Kingdom and the United States. Through the
first nine months of 2002, PRIMUS demonstrated its position as a
leading global service provider by carrying nearly six billion
international and domestic long distance customer minutes.

PRIMUS Telecommunications Group, Incorporated (NASDAQ: PRTL) --
with a total shareholders' equity deficit of about $183 million
as of September 30, 2002 -- is a global facilities-based Total
Service Provider offering bundled voice, data, Internet, digital
subscriber line, Web hosting, enhanced application,
virtual private network, and other value-added services. PRIMUS
owns and operates an extensive global backbone network of owned
and leased transmission facilities, including over 300 IP
points-of-presence throughout the world, ownership interests in
over 23 undersea fiber optic cable systems, 19 international
gateway and domestic switches, a satellite earth station and a
variety of operating relationships that allow it to deliver
traffic worldwide. PRIMUS has been expanding its e-commerce and
Internet capabilities with the deployment of a global state-of-
the-art broadband fiber optic ATM+IP network. Founded in 1994
and based in McLean, VA, PRIMUS serves corporate, small- and
medium-sized businesses, residential and data, ISP and
telecommunication carrier customers primarily located in the
North America, Europe and Asia Pacific regions of the world.
News and information are available at PRIMUS's Web
site at http://www.primustel.com


QUEBECOR: S&P Plucks Ratings Off Watch on Sun Media Refinancing
---------------------------------------------------------------
Standard & Poor's Ratings Services removed its ratings on
diversified media company, Quebecor Media Inc., from CreditWatch
with negative implications, where they were placed on Sept. 16,
2002, following the completion of Sun Media's refinancing that
was carried out largely as expected. In addition, outstanding
ratings on Quebecor Media, including the 'B+' long-term
corporate credit rating, along with all ratings on subsidiaries
Sun Media Corp., and Videotron Ltee, were affirmed. The outlook
is stable.

At the same time, ratings on Sun Media's US$97.5 million 9.5%
senior subordinated notes due February 2007, and US$53.5 million
9.5% senior subordinated notes due May 2007, were withdrawn to
reflect Sun Media's intention to call these notes in the near
term.

"The ratings affirmations reflect improved financial flexibility
at Sun Media and Quebecor Media, due to the easing of covenant
restrictions on free cash flows and a light amortization
schedule following the refinancing," said Standard & Poor's
credit analyst Barbara Komjathy.

Net proceeds from Sun Media's new US$230 million six-year senior
secured term loan B and US$205 million 7.625% senior unsecured
notes due 2013, will be used to redeem Sun Media's outstanding
senior subordinated notes, its former credit facilities, and pay
a C$260 million special dividend to Quebecor Media, of which
C$150 million will be used to reduce indebtedness at Videotron.

The ratings on Quebecor Media are based on the consolidated
group of companies, including Sun Media and Videotron, and
reflect the strong market position of its diversified portfolio
of media and cable television assets, particularly in the
Province of Quebec, steady free cash flow generation at its
newspaper operations despite cyclical industry fundamentals, and
an improving free cash flow trend at its cable television
operations.

These factors are offset by competitive industry conditions,
both in the newspaper and broadcast distribution industries, and
Quebecor Media's aggressive financial policies, including
constrained financial flexibility at Videotron in the near term.

The stable outlook reflects Standard & Poor's expectation that
Quebecor Media will maintain the strong market position of its
key assets and will gradually improve financial flexibility at
Videotron from free cash flows. Factors that could positively
affect the ratings include material increase in financial
flexibility at Videotron, either through additional debt
reductions or refinancing of its existing bank debt, and a
favorable near-term resolution of Videotron's labor dispute.
Failure to resolve the ongoing strike would pose a negative
dynamic for the consolidated ratings.


QWEST COMMS: Posts Additional Internal Financial Review Results
---------------------------------------------------------------
Qwest Communications International Inc., (NYSE: Q) announced
additional results of its internal review of the 2001 and 2000
financial statements, and the estimated impact of the total
financial restatement for those years. Preliminary results of
the prior phases of this restatement have been disclosed in a
number of prior press releases, which were later filed on Forms
8-K with the United States Securities and Exchange Commission.
These press releases provided investors with updates on the
status of investigations by regulatory agencies and the
company's internal review.

Early in 2002, the company and its board of directors began an
analysis of, among other things, revenue recognition and
accounting treatment for optical capacity asset transactions,
the sale of equipment by the company to certain customers, and
QwestDex, including the changes in the production schedules and
lives of some of its directories. Subsequently, the company and
its board of directors expanded this review to include an
assessment of internal controls, as well as accounting policies,
practices and procedures. In connection with this review, the
company has discovered additional restatement entries to the
2001 and 2000 financial statements. In making these
restatements, the company has consulted with KPMG LLP. As
discussed below, the restatements involve, among other matters,
revenue and expense recognition and cost accrual issues for 2001
and 2000.

The restated financial statements are subject to audit by KPMG.
Qwest believes, but can give no assurances, that such
adjustments are final and that all such adjustments necessary to
present its financial statements in accordance with generally
accepted accounting principles in the United States (GAAP) have
been identified.

The company has addressed adjustments to Adjusted EBITDA in this
release, because it has previously announced the impact of the
restatement on the Adjusted EBITDA amounts included in its 2001
Form 10-K. Qwest does not expect, however, to include Adjusted
EBITDA amounts in its restated 2001 and 2000 financial
statements or in its Amended Form 10-K in compliance with new
SEC regulations that become effective March 28, 2003.

          Adjustments to Previously Disclosed Amounts

The adjustments to previously disclosed amounts primarily relate
to the accounting for non-recurring equipment sales to certain
customers.

The company previously announced that it had recorded
adjustments during the fourth quarter of 2001 with respect to
non-recurring equipment sales to certain customers because the
revenue and/or profit was incorrectly recognized up front. The
company's previous announcement indicated that it believed the
only adjustment required in its planned restatement was to make
the required adjustment to the appropriate annual or interim
period. In the process of completing the review, Qwest has
determined that in one of these cases the company's previously
announced position was not appropriate.

The initial adjustment to the accounting for the sale of
equipment to KMC in 2001 deferred and amortized the profit
originally recognized up front. The company has now determined
that the revenue was incorrectly recognized up front as well,
and the proper adjustment is to reverse the $148 million in
revenue originally recognized in the first and second quarters
in 2001.

          Additional Revenue Adjustments Identified

Included in additional revenue adjustments are adjustments
resulting from billing errors, revenue recognition and/or
related timing and other items.

     * Billing Errors: Billing errors resulted from amounts
billed to customers that Qwest subsequently determined to be
inappropriate. The company expects that the correction to its
previously issued financial statements for these items will
result in a decrease in previously reported revenue and Adjusted
EBITDA of $32 million and $28 million in the restated 2001
financial statements and $11 million and $11 million in the
restated 2000 financial statements, respectively.

     * Revenue Recognition and/or Related Timing: The company
has determined that in certain circumstances it recognized
revenue before the sales process was complete. The company
expects the correction to its previously issued financial
statements for these items will result in a decrease in
previously reported revenue of $37 million and an increase in
Adjusted EBITDA of $5 million in the restated 2001 financial
statements. The company also expects this will result in a
decrease in revenue and Adjusted EBITDA of $115 million and
$95 million in the restated 2000 financial statements,
respectively.

     * Other Items: Other items include other incorrect
applications of accounting principles and other accounting
process errors that were individually insignificant. In the
aggregate the company expects that these items will result in a
decrease in previously reported revenue and Adjusted EBITDA of
$57 million and $44 million in the restated 2001 financial
statements. The company also expects the correction to its
previously issued financial statements for these items will
result in a decrease in previously reported revenue of $8
million in the restated 2000 financial statements, with no net
impact on Adjusted EBITDA for 2000.

       Additional Adjusted EBITDA Adjustments Identified

Included in the additional Adjusted EBITDA restatement entries
are items that result from the under-accrual of expenses,
deferral of costs that are non-recoverable and other items.

     * Under-Accrual of Expenses: Under-accrual of expenses
primarily related to employment, benefit and compensation
expenses. The company expects that the correction to its
previously issued financial statements for these items will
result in a decrease in previously reported Adjusted EBITDA of
$131 million and $20 million in the restated 2001 and 2000
financial statements, respectively.

     * Non-Recoverable Costs: Non-recoverable costs represent
customer-related expenses that were deferred in anticipation of
recovery that ultimately went unrecoverable. The company expects
that the correction to its previously issued financial
statements for these items will result in a decrease in
previously reported Adjusted EBITDA of $17 million and $34
million in the restated 2001 and 2000 financial statements,
respectively.

     * Other Items: Other items include other incorrect
applications of accounting principles and other accounting
process errors that were individually insignificant. In the
aggregate, the company expects the correction to its previously
issued financial statements for these items will result in a
decrease in previously reported Adjusted EBITDA of $178 million
and $95 million in the restated 2001 and 2000 financial
statements, respectively.

Some amounts previously disclosed have now been updated. The
company reiterates that the adjustments to its restated
financial statements are subject to audit by KPMG. The company
can give no assurances that such aggregate adjustments are final
and that all adjustments necessary to present its financial
statements in accordance with GAAP have been identified. Certain
of the matters addressed above relate to adjustments that are to
be made to the Qwest Corporation financial statements.

The company plans on announcing its 2002 results on Wednesday,
February 19, 2003.

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, DebtTraders says. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=Q08USR3for
real-time bond pricing.


RADIO ONE: Reports Improved Financial Results in Fourth Quarter
---------------------------------------------------------------
Radio One, Inc., (NASDAQ: ROIAK and ROIA) reported record
results for its fourth quarter ended December 31, 2002. Net
broadcast revenue was $76.9 million, up 14% from the same period
in 2001. Broadcast cash flow was $39.0 million, an increase of
19% from the same period in 2001. EBITDA was $35.7 million, an
increase of 20% from the same period in 2001. Net income before
preferred stock dividends and cumulative effect of accounting
change was $9.6 million, or $0.09 per share, up from a net loss
before preferred stock dividends of $15.4 million, or $0.16 loss
per share, for the same period in 2001. After-tax cash flow was
$18.6 million, or $0.18 per share, up 107% from the same period
in 2001. Free cash flow was $15.2 million, an increase of 230%
from the same period in 2001. For the quarter, same station
results were the same as reported results.

Alfred C. Liggins, III, the Company's CEO and President stated,
"This quarter showed yet again that Radio One's business model
and strategy allow us to grow faster than the radio industry in
general, post one of the industry's highest BCF margins and to
generate a tremendous amount of free cash flow. This strategy is
long-term in its focus, provides consistent results and is, we
believe, highly sustainable. Overall, 2002 was the best year in
the Company's history. We fully integrated the acquired Blue
Chip radio stations, saw significant ratings improvements across
the portfolio, grew considerably faster than the industry and
significantly de-leveraged our balance sheet. 2003 is off to a
great start for us and we are optimistic that, barring world
events outside of our control, we should have another record-
setting year."

Net broadcast revenue increased to approximately $76.9 million
for the quarter ended December 31, 2002 from approximately $67.4
million for the quarter ended December 31, 2001 or 14%. Net
broadcast revenue increased to approximately $295.9 million for
the twelve months ended December 31, 2002 from approximately
$243.8 million for the twelve months ended December 31, 2001 or
21%. These increases were the result of broadcast revenue growth
in most of the Company's markets, as the Company benefited from
historical ratings increases and overall radio industry growth.
Additional revenue gains were derived from the Company's August
2001 acquisition of Blue Chip Broadcasting, Inc. and two new
stations launched in the Atlanta market within the past 18
months and from the Company's XM Satellite Radio programming
operations.

Operating expenses excluding depreciation, amortization and non-
cash compensation increased to approximately $41.2 million for
the quarter ended December 31, 2002 from approximately $37.7
million for the quarter ended December 31, 2001 or 9%. Operating
expenses excluding depreciation, amortization and non-cash
compensation increased to approximately $156.8 million for the
twelve months ended December 31, 2002 from approximately $129.6
million for the twelve months ended December 31, 2001 or 21%.
These increases in expenses were related to (1) the Company's
expansion within the markets in which it operates, including
increased variable costs associated with increased revenue, (2)
start-up and expansion expenses in certain markets with new
radio stations or new radio station formats, (3) expenses
associated with the radio stations the Company has acquired
within the past 18 months and (4) higher corporate expenses due
to the Company's rapid expansion.

Interest expense decreased to approximately $13.1 million for
the quarter ended December 31, 2002 from approximately $16.9
million for the quarter ended December 31, 2001 or 22%. Interest
expense decreased to approximately $59.1 million for the twelve
months ended December 31, 2002 from approximately $63.4 million
for the twelve months ended December 31, 2001 or 7%. These
decreases related primarily to the Company having reduced
outstanding bank debt as a result of proceeds received from the
Company's April 2002 equity offering, as well as lower interest
rates on that bank debt as a result of declining leverage and
lower market interest rates for most of 2002.

Income before provision for income taxes, extraordinary item and
cumulative effect of an accounting change increased to
approximately $17.8 million for the quarter ended December 31,
2002 compared to a loss before benefit for income taxes,
extraordinary item and cumulative effect of an accounting change
of approximately $22.8 million for the quarter ended December
31, 2001. Income before provision for income taxes,
extraordinary item and cumulative effect of an accounting change
increased to approximately $62.2 million for the twelve months
ended December 31, 2002 compared to a loss before benefit for
income taxes, extraordinary item and cumulative effect of an
accounting change of approximately $74.6 million for the twelve
months ended December 31, 2001. These increases were due
primarily to higher operating income due to higher revenue and
lower amortization expense due to the adoption of SFAS 142
during the first quarter of 2002. Specifically, for the twelve
months ended December 31, 2002, the Company incurred
depreciation and amortization expense of approximately $17.6
million compared to approximately $129.7 million for the twelve
months ended December 31, 2001.

Net income increased to approximately $3.0 million for the
quarter ended December 31, 2002 compared to a loss of
approximately $15.4 million for the quarter ended December 31,
2001. This increase was due to higher income before provision
for income taxes, extraordinary item and cumulative effect of an
accounting change, partially offset by a provision for income
taxes compared to the previous year's loss before benefit for
income taxes, extraordinary item and cumulative effect of
accounting change, partially offset by a benefit for income
taxes. Assuming the adoption of SFAS 142 "Goodwill and Other
Intangibles" had occurred at the beginning of 2001, net income
would have been approximately $3.7 million for the fourth
quarter of 2001. Net income increased to approximately $7.1
million for the twelve months ended December 31, 2002 compared
to a loss of approximately $55.2 million for the twelve months
ended December 31, 2001. This increase was due to income before
provision for income taxes, extraordinary item and cumulative
effect of an accounting change in 2002, partially offset by a
provision for income taxes compared to the previous year's loss
before benefit for income taxes, extraordinary item and
cumulative effect of accounting change, partially offset by a
benefit for income taxes. The increase in net income for the 12-
month period ending December 31, 2002 was partially offset
further by the effect of the adoption of SFAS 142 during 2002
which resulted in a charge of approximately $29.8 million, net
of taxes.

BCF increased to approximately $39.0 million for the quarter
ended December 31, 2002 from approximately $32.9 million for the
quarter ended December 31, 2001 or 19%. BCF increased to
approximately $151.4 million for the twelve months ended
December 31, 2002 from approximately $123.3 million for the
twelve months ended December 31, 2001 or 23%. These increases
were attributable primarily to the increases in net broadcast
revenue partially offset by higher operating expenses as
described above.

EBITDA increased to approximately $35.7 million for the quarter
ended December 31, 2002 from approximately $29.7 million for the
quarter ended December 31, 2001 or 20%. EBITDA increased to
approximately $139.0 million for the twelve months ended
December 31, 2002 from approximately $114.2 million for the
twelve months ended December 31, 2001 or 22%. These increases
were attributable primarily to the increase in net broadcast
revenue partially offset by higher operating expenses and higher
corporate expenses associated with the Company's overall growth
as described above.

ATCF increased to approximately $18.6 million for the quarter
ended December 31, 2002 from approximately $9.0 million for the
quarter ended December 31, 2001 or 107%. ATCF increased to
approximately $64.4 million for the twelve months ended December
31, 2002 from approximately $37.3 million for the twelve months
ended December 31, 2001 or 73%. These increases were
attributable primarily to the increases in BCF and EBITDA
partially offset by higher current taxes (versus a tax benefit
in 2001) in 2002 compared to 2001.

FCF increased to approximately $15.2 million for the quarter
ended December 31, 2002 from approximately $4.6 million for the
quarter ended December 31, 2001 or 230%. FCF increased to
approximately $53.4 million for the twelve months ended December
31, 2002 from approximately $28.0 million for the twelve months
ended December 31, 2001 or 91%. These increases were
attributable primarily to the increases in ATCF partially offset
by capital expenditures of approximately $3.4 million and $11.0
million for the three month and twelve month periods,
respectively, of 2002 compared to approximately $4.5 million and
$9.3 million for the three month and twelve month periods,
respectively, of 2001.

Company Information and Guidance:

The Company adopted the transitional rules of SFAS 142 related
to the impairment of certain intangible assets during the first
quarter of 2002. In accordance with SFAS 142, during the second
quarter of 2002, Radio One determined that it had an impairment
of goodwill (as defined in SFAS 142) in its Augusta, Georgia
market. As required by SFAS 142, the Company calculated the
amount of the impairment and recorded a charge (net of tax) of
approximately $6.6 million during the fourth quarter of 2002.

For the first quarter of 2003, the Company expects to report net
broadcast revenue of approximately $64.6 million, BCF of
approximately $29.1 million, EBITDA of approximately $25.7
million, ATCF per share of approximately $0.10 and net income
per share (before preferred dividends of $0.05 per share and one
time and/or extraordinary items, if any) of approximately $0.05.
This would represent double-digit growth in same station net
revenue and BCF for the quarter. The Company expects capital
expenditures for all of 2003 to be approximately $10.5-11.5
million and corporate expenses to be approximately $14-15
million.

Radio One, Inc. -- http://www.radio-one.com-- is the nation's
seventh largest radio broadcasting company (based on 2001 pro
forma revenue) and the largest primarily targeting African-
American and urban listeners. Pro forma for all announced
acquisitions, the Company owns and/or operates 66 radio stations
located in 22 urban markets in the United States and reaches
approximately 12.5 million listeners every week. The Company
also programs five channels on the XM Satellite Radio Inc.
system.

As previously reported in Troubled Company Reporter, Standard &
Poor's revised its outlook on radio broadcaster Radio One Inc.,
to positive from stable based on expected financial profile
improvements.

Standard & Poor's affirmed its ratings, including its single-
'B'-plus corporate credit rating, on the company. Radio One,
based in Lanham, Md., had $650 million in total debt outstanding
as of June 30, 2002.

Standard & Poor's also assigned its preliminary single-'B'
senior unsecured and single-'B'-minus subordinated debt ratings
to the debt components of Radio One's $500 million mixed shelf
registration. Preferred stock issues, if any, will be rated on
their own terms.


RAND MCNALLY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: Rand McNally & Company
             8255 North Central Park Avenue
             Skokie, IL 60076

Bankruptcy Case No.: 03-06087

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     randmcnally.com Inc.                       03-06088

Type of Business: The Debtors are providers of geographic and
                  travel information in a variety of formats,
                  including print materials, software products
                  and on the internet.

Chapter 11 Petition Date: February 11, 2003

Court: Northern District of Illinois, Eastern Division

Judge: Eugene R. Wedoff

Debtors' Counsel: Robert E. Richards, Esq.
                  Sonnenschein Nath & Rosenthal
                  8000 Sears Tower
                  Chicago, IL 60606
                  Tel: 312-876-8000

Estimated Assets: More than $100 Million

Estimated Debts: More than $100 Million

Debtors' 20 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
The Bank of Nova Scotia     Bank Loan             $249,200,000
(as agent for the holders                         (as of
of Credit Agreement Claims)                       Dec. 2, 2002)
Ron Dooley
One Liberty Plaza
165 Broadway Avenue, 25th
Floor
New York, NY 10006
Tel: 212-225-5228

State Street Band &         Sr. Sub. Term Loan    $114,700,000
Trust Co.                                        (as of
(as agent for the holders                         Dec. 2, 2002)
of Sr. Sub. Loan Claims)
E. Decker Adams, VP
State Street Bank & Trust Co.
2 Avenue de Lafayette
Boston, MA 02111
Tel: 617-662-1754

Webcrafters Inc.            Trade Debt              $1,905,008
Bob Lay
Box #78635
Milwaukee, WI 53278-0635
Tel: 608-245-5533

Quebecor World Inc.         Trade Debt              $1,842,720
Eric Vautrin
PO Box 98668
Chicago, IL 60693-8668
Tel: 203-532-3487

Banta Co.                   Trade Debt                $989,950
Bart Alsteen
Box 78117
Milwaukee, WI 53278
Tel: 920-751-7771

Ris Paper Company Inc.      Trade Debt                $536,231
John Rossinni
Location 00337
Cincinnati, OH 45264-0337
Tel: 212-244-6400

Prolam                      Trade Debt                $499,441
Kim Rice
2400 Commerce Drive
Libertyville, IL 60048
Tel: 847-968-3967

The Dot Printer             Trade Debt                $453,983
Jim Voss
2424 McGaw Avenue
Irvine, CA 92614-5834
Tel: 949-474-1100

Delorme                     Trade Debt                $207,015

Federal Express Corp.       Trade Debt                $169,410

Stone Container Corp.       Trade Debt                $148,442

Replogle Globes             Trade Debt                $143,589

Map Link                    Trade Debt                $134,210

Angel Lithograph            Trade Debt                $126,782

The Royal Bank of Scotland  Trade Debt                $125,236

Flying J Inc.               Trade Debt                $112,349

EMTG LLC                    Trade Debt                 $90,000

Consolidated Freightways    Trade Debt                 $87,286

Sony Disc Manufacturing     Trade Debt                 $84,668

Hunter Contract Mfg.        Trade Debt                 $79,085


RE-CON BLDG: Creditors' Trustee Grants Cert. of Full Performance
----------------------------------------------------------------
Re-Con Building Products Inc., has received a "Certificate of
Full Performance" from the Trustee for the Company's creditors
certifying that the proposal to its creditors, as filed with the
official receiver on the 6th day of February, 1998, accepted on
February 24, 1998 and further amended on December 8, 1999, has
been fully performed as of the 23rd day of January, 2003.

"We are very pleased that this has been accomplished and is now
behind us" stated P. Louis Clarke, President of the Company. "We
would also like to thank all of the unsecured creditors and our
many customers who supported us throughout this process."

Re-Con Building Products Inc., is an Abbotsford, B.C. based
company which manufactures fibre cement roofing products for the
North American residential housing market.


RESOURCE AMERICA: Commences Exchange Offer for 12% Senior Notes
---------------------------------------------------------------
Resource America, Inc., (NASDAQ:REXI) filed a registration
statement on Form S-4 relating to a proposed offer to exchange a
combination of its new 12% senior notes due 2008 and a pro rata
portion of $10 million in cash for each $1,000 principal amount
of its outstanding 12% senior notes due August 1, 2004, and a
consent solicitation to eliminate and/or amend certain
restrictive covenants and other provisions in the indenture
governing the original notes.

The Company also announced the filing of Form S-3 relating to
the proposed issuance in a public offering of up to $30 million
of new 12% senior notes due 2008.

The notes issued in the exchange offer and consent solicitation
and the registered offering will be issued under the same
indenture.

The exchange offer, consent solicitation and public offering
will commence as soon as practicable after the registration
statements are declared effective by the Securities and Exchange
Commission.

Resource America has engaged Bear, Stearns & Co. Inc., and
Friedman, Billings, Ramsey & Co., Inc., a subsidiary of
Friedman, Billings, Ramsey Group, Inc., as exclusive Dealer
Managers for the exchange offer and current solicitation, and as
Joint Bookrunners for the public offering.

The new 12% senior notes due 2008 will be offered in connection
with a distribution by the Company and represent new financing
to the Company. Registration statements relating to these
securities have been filed with the Securities and Exchange
Commission but have not yet become effective.

These securities may not be sold nor may offers to buy be
accepted prior to the time the registration statements becomes
effective.

A written prospectus with respect to the exchange offer or the
public offering can be obtained from the contact person listed
above.

Resource America, Inc., is a proprietary asset management
company that uses industry-specific expertise to generate and
administer investment opportunities for our own account and for
outside investors in the energy, real estate and equipment
leasing industries. For more information, please visit our Web
site at http://www.resourceamerica.com

As reported in Troubled Company Reporter's November 28, 2002
edition, Standard & Poor's lowered its rating on Resource
America Inc.'s 12% senior notes due 2004 to 'B-' from 'B'
following a review of the company's capital structure and the
likelihood that high levels of secured bank debt would not be
reduced materially in the near-term.  The outlook is stable.

Standard & Poor's rating criteria requires a one-notch
difference between the senior unsecured debt rating and the
corporate credit rating when outstanding secured obligations
exceed more than 15% of total assets, which now is the case for
Resource America. If Resource materially reduces reliance on
secured debt on a sustained basis, Resource's senior unsecured
debt issue rating could be raised.


RIVIERA HOLDINGS: Fourth Quarter Net Loss Widens to $3.9 Million
----------------------------------------------------------------
Riviera Holdings Corporation (Amex: RIV) reported financial
results for the fourth quarter ended December 31, 2002. EBITDA,
as adjusted (Earnings Before Interest, Income Taxes,
Depreciation, Amortization, loss on extinguishment of debt, and
other, net) was $7.3 million, up $753,000 or 12 percent from the
fourth quarter of 2001. Net revenues for the quarter were $43.3
million, comparable to net revenues of $44.0 million in the
fourth quarter of 2001. Income from operations was $2.9 million,
up $712,000 or 32 percent from the fourth quarter of 2001.
Income from operations varies from EBITDA, as adjusted, due to
depreciation. The net loss for the quarter was $3.9 million
compared with a net loss of $3.2 million in the fourth quarter
of 2001. The company recorded a tax benefit of $1.1 million in
the fourth quarter of 2001, while no tax benefits have been
recorded in 2002.

For the year ended December 31, 2002, EBITDA, as adjusted, was
$33.6 million, down 2 percent from $34.2 million in 2001. Net
revenues were $188.3 million, down 7 percent from net revenues
of $202.0 million a year ago. Income from operations was $15.9
million, down $1.1 million from a year ago. Income from
operations varies from EBITDA, as adjusted, due to depreciation.
The net loss for the year was $24.7 million compared with a net
loss of $6.4 million in 2001. Fiscal 2002 results were affected
by the loss on extinguishment of debt totaling $11.2 million or
$3.25 per share. The costs included the call premium on the
company's refinanced 10 percent bonds and Riviera Black Hawk's
refinanced 13 percent bonds, the write off of unamortized
deferred loan costs associated with the refinanced bonds and the
balance of the original issue discount on the 10 percent bonds.
Furthermore, the results were affected by approximately $2.7
million or $0.78 per share of additional interest expense, net
incurred as a result of the defeasance / retirement of the debt.
Finally, the company recorded a tax benefit of $2.2 million in
2001, while no tax benefits have been recorded in 2002.

               Fourth Quarter 2002 Highlights

-- Consolidated EBITDA, as adjusted, increased by 12 percent to
   $7.3 million

-- Consolidated income form operations increased by 32 percent
   to $2.9 million

-- Riviera Las Vegas EBITDA, as adjusted, increased $531,000 or
   13 percent to $4.5 million

-- Riviera Las Vegas income from operations increased $604,000
   or 37 percent to $1.6 million

-- Riviera Las Vegas occupancy was 82 percent compared with 78
   percent in the fourth quarter of 2001, ADR (Average Daily
   Rate) decreased $2.89 to $61.11

-- Riviera Black Hawk contributed $3.4 million in EBITDA, as
   adjusted, a decrease of $318,000 or 9 percent from the fourth
   quarter of 2001

-- Riviera Black Hawk contributed $1.9 million of income from
   operations, a decrease of $432,000 or 18 percent from the
   fourth quarter of 2001

Riviera Las Vegas

Robert Vannucci, President of Riviera Las Vegas said "We are
pleased that the positive trend of improving quarterly results
beginning in the first quarter of 2002 continued through the
fourth quarter, with EBITDA increasing by 13 percent over the
fourth quarter of the previous year. Most importantly, we saw an
improvement in net revenue in the fourth quarter, the first
since 9/11. Net revenues increased by $298,000, 1 percent over
prior year.

"Slot volume (coin-in) equaled prior year levels. Convention
room nights declined 10.9 percent or 4,300 room nights for the
quarter compared to the fourth quarter of 2001 due to poor
attendance at the November Comdex show. This was more than
offset by an increase of 15,700 room nights, 19.7 percent, in
leisure room nights. Room occupancy for the fourth quarter was
82.2 percent, up from last years 78.4 percent. The additional
leisure room nights reduced our ADR by $2.89. Total room
revenue, because of the increase in occupied room nights,
equaled last year's. The change in our occupancy mix stimulated
increases in entertainment and food and beverage revenues.

"The Las Vegas market continues to recover from the impacts of
9/11 and the soft economy. The November 2002 year-to-date Las
Vegas Convention and Visitors Authority (LVCVA) report indicates
that visitor volumes were equal to 2001 levels. Citywide Hotel
occupancy was 89.6 percent compared to 90 percent in 2001.
Riviera occupancy for the 11 months ended November 30, 2002 was
91.1 percent compared to 93.6 percent in 2001. Convention
attendance is up 3.4 percent; California drive in traffic is up
6.5 percent while air passenger counts are down 1.6 percent.

"The new convention space at the Las Vegas and Mandalay Bay
Convention centers should attract additional multi-property
conventions. The additional capacity will enable the LVCVA to
book new conventions that had date and exhibit space conflicts
in the past. The Riviera's flexibility of meeting space and
proximity to the Las Vegas convention center positions us to
capitalize on both the recent growth in small meetings and
conventions and future multi hotel conventions that will be
booked into the Las Vegas convention center."

Riviera Black Hawk

Ron Johnson, President of Riviera Black Hawk said, "Net revenues
for the fourth quarter were down $929,000 from the fourth
quarter of 2001, resulting in a decrease in EBITDA of $318,000.
Fourth quarter gaming revenues in the Black Hawk Market
increased by 3.1 percent, substantially below the historical
growth rate in this market. The supply of gaming machines grew
7.8 percent with the opening of the Hyatt in December of 2001.
The Denver area economy continued to show weakness in the fourth
quarter. In addition, construction on Highway 119, the main
access route to Black Hawk, continues to disrupt traffic on
weekdays. In spite of the negative factors affecting this
market, we are encouraged that the weakness in the beginning of
the fourth quarter was mitigated by positive growth in gaming
revenues and EBITDA in December of 2002 compared to December
2001. We believe our recent growth is due to several marketing
changes that were implemented in the early part of the quarter.
We continue to monitor market conditions and are prepared to
make adjustments accordingly."

          Consolidated Operations and New Venues

William L. Westerman, Chairman of the Board and CEO, said, "We
are pleased that in the fourth quarter we were able to increase
consolidated EBITDA by 12 percent with essentially flat
revenues. Also, the fact that we were able to hold our EBITDA
decline for the year to 2 percent with a 7 percent decline in
revenues is a credit to our management team.

"The wisdom of diversifying our earnings base was again
illustrated by 2002's second half results when the improvements
in Las Vegas more than offset the decline in Black Hawk. We are
continuing our efforts to obtain approval of gaming projects in
Missouri and New Mexico.

"With our $20 million in cash and $30 million line of credit, we
are satisfied with our liquidity, our ability to maintain our
existing properties in competitive position and to finance our
diversification activities."

             American Stock Exchange Listing

The company has been informed that it does not meet certain AMEX
listing requirements, (due to among other things, the company's
negative equity and losses) and that, consequently, the AMEX
intends to initiate steps that could ultimately result in the
delisting of the company's common stock from the American Stock
Exchange.

Riviera Holdings Corporation owns and operates the Riviera Hotel
and Casino on the Las Vegas Strip and the Riviera Black Hawk
Casino in Black Hawk, Colorado. Riviera is traded on the
American Stock Exchange under the symbol RIV.

As previously reported, Standard & Poor's assigned its single-
'B'-plus rating to the $210 million senior secured notes due
2010 to be issued by Riviera Holdings Corp. These securities
were privately placed under Rule 144A. Proceeds from the notes,
along with excess cash balances, were used to defease the
company's 10% senior secured notes due 2004 and redeem the 13%
senior secured notes due 2005 outstanding at the company's
subsidiary, Riviera Black Hawk Inc. (B-/Positive/--).

At the same time, Standard & Poor's affirmed Riviera Holdings
Corp.'s single-'B'-plus corporate credit and senior secured
ratings. The rating on the company's existing senior secured
notes will be withdrawn once the refinancing is complete. The
outlook remains negative.


ROWECOM INC: Wants Until Feb. 20 to File Schedules & Statements
---------------------------------------------------------------
RoweCom, Inc., and its debtor-affiliates want more time to
complete and file their schedules of assets and liabilities,
lists of equity security holders, schedules of executory
contracts and unexpired leases, and statements of financial
affairs as required by section 521 of the Bankruptcy Code and
Bankruptcy Rule 1007.

Because of the complexity of their operations, the Debtors
anticipate that they will be unable to complete their Schedules
and Statements within 15 days, as required under Bankruptcy Rule
1007(c).

To prepare the required Schedules and Statements, the Debtors
must gather information from books, records, and documents
relating to a multitude of transactions. Collection of the
necessary information requires an expenditure of substantial
time and effort on the part of the Debtors' employees. The
Debtors have mobilized their employees to work diligently on the
assembly of the necessary information.  Given the significant
burdens already imposed on the Debtors' management by the
commencement of these chapter 11 cases, however, the Debtors
request additional time to complete and file the required
Schedules and Statements.

The Debtors anticipate that they will be able to file their
Schedules and Statements, all in the appropriate formats
prescribed by the Bankruptcy Code, no later than the earlier of:

  (a) 45 days after the Filing Date, which is on February 20,
      2002, and

  (b) 24 hours prior to the First Meeting of Creditors mandated
      by Section 341 of the Bankruptcy Code.

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. The Company,
together with six of its affiliates, filed for chapter 11
protection on January 27, 2003 (Bankr. Mass. Case No. 03-10668).
Stephen E. Garcia, Esq., Mindy D. Cohn, Esq., at Kaye Scholer
LLC and Jeffrey D. Sternklar, Esq., Jennifer L. Hertz, Esq., at
Duane Morris, LLP represent the Debtors in their restructuring
efforts.  When the Company filed for protection from its
creditors, it listed estimated assets and debts of over $50
million each.


SHELDAHL: Pensions Plus Hired to Help Terminate 401(k) Plan
-----------------------------------------------------------
Sheldahl, Inc., sought and obtained approval from the U.S.
Bankruptcy Court for the District of Minnesota to employ
Pensions Plus, Inc., to assist in terminating a 401(k) Savings
Plan.

The Debtor relates that it maintains a retirement plan known as
the ACTWU Local 1481 401(k) Savings Plan. Approximately 176
union employees participate in the plan.

In winding up its business operations, following the sale of its
business assets, the Debtor wants to terminate the 401(k) Plan.
Pensions Plus has offered to assist with that termination.
Pensions Plus will undertake several different tasks, two of
which are of the type historically paid for from plan assets;
and one of which must be paid by the bankruptcy estate:

   a) Bring 401(k) Plan into compliance with most recent IRS
      regulations -- estimated cost $1,800.

     The 401(k) Plan has not been updated recently, and it
     cannot be terminated until it is in full compliance with
     exiting IRS regulations. Pensions Plus will amend the plan,
     for approval by Debtor's board of directors.

  b) Submit updated plan to IRS for Favorable Determination
     Letter -- estimated cost $5,000.

     To ensure that employee accounts can be rolled over into a
     new employee plan, it is necessary to obtain a favorable
     determination letter from the IRS regarding past plan
     operation. Pensions Plus will undertake to prepare the
     necessary documents to obtain this favorable determination
     letter.

  c) Determine and distribute participant funds - estimated cost
     $17,600 to $20,000

     Pensions Plus has agreed to undertake the determination and
     distribution process, which consists of preparing
     distribution election forms for each participant, compiling
     returned forms and distributing plan proceeds, filing the
     final reporting forms and preparing 1099's for the employee
     distributions.

Sheldahl, Inc., creates and distributes high-density substrates,
quality fine-line flexible printed circuitry, and thin, flexible
laminates and their derivatives to worldwide markets.  The
Company filed for chapter 11 protection on April 30, 2002
(Bankr. Minn. Case No. 02-31674).  James L. Baillie, Esq., at
Fredrikson & Byron, P.A., represents the Debtor in its
restructuring efforts.  When the Company filed for protection
from its creditors, it listed $33,764,000 in total assets and
$81,930,000 in total debts.


SIERRA PACIFIC: Issuing $300MM Conv. Debt via Private Placement
---------------------------------------------------------------
Sierra Pacific Resources (NYSE: SRP) has agreed to issue in a
private placement $300 million of convertible notes with a
coupon of 7.25 percent.  The notes mature in 2010 and will be
convertible into shares of the company's common stock, and cash,
at approximately a 22-percent premium over the $3.75 closing
price of the stock.  The company anticipates that the
transaction will close on February 14, 2003.

The issuance of the convertible notes is consistent with Sierra
Pacific's strategy to refinance its floating rate notes due
April 2003 in advance of their maturity, reduce its cash
requirements and strengthen its balance sheet. In addition, the
incremental proceeds raised in the transaction will provide
approximately $50 million of liquidity for the company.

Walter Higgins, chairman, president and chief executive officer
of Sierra Pacific Resources, said, "We are especially pleased
that the transaction announced this morning was achieved so
rapidly because it places us on solid financial footing to
continue rebuilding and strengthening our capital structure.
Redeeming the notes due this April is a key step in the process
of stabilizing our financial position.  The flexibility and
liquidity created by this transaction allows us to place greater
focus on the operational basics of our business so that we can
better serve our customers throughout Nevada and the Lake Tahoe
region of California and restore our company's financial
health."

The offering was made only to qualified institutional buyers in
accordance with Rule 144A under the Securities Act of 1933.

Headquartered in Nevada, Sierra Pacific Resources is a holding
company whose principal subsidiaries are Nevada Power Company,
the electric utility for most of southern Nevada, and Sierra
Pacific Power Company, the electric utility for most of northern
Nevada and the Lake Tahoe area of California. Sierra Pacific
Power Company also distributes natural gas in the Reno-Sparks
area of northern Nevada.  Other subsidiaries include the
Tuscarora Gas Pipeline Company, which owns 50 percent interest
in an interstate natural gas transmission partnership, Sierra
Pacific Communications, a telecommunications company, and Sierra
Pacific Energy (e-three), an energy conservation services
company.

                          *    *    *

As reported in Troubled Company Reporter's October 14, 2002
edition, Standard & Poor's Ratings Services reaffirmed its
single-'B'-plus corporate credit ratings on Sierra Pacific
Resources and its utility subsidiaries Nevada Power Co., and
Sierra Pacific Power Co.  Standard & Poor's also affirmed the
double-'B' ratings on the senior secured debt at the two
utilities. All ratings remain on CreditWatch with negative
implications.


SMLX TECHNOLOGIES: Assigns All Assets for Benefit of Creditors
--------------------------------------------------------------
SMLX Technologies, Inc., (OTC Bulletin Board: SMLX) announced
that, with the approval of its Board of Directors, SMLX filed a
Form 15 with the Securities and Exchange Commission on
February 5, 2003. The filing of the Form 15 will deregister its
common stock and suspend reporting obligations under the
Securities Exchange Act of 1934.

Immediately upon the filing of the Form 15, SMLX will no longer
file with the SEC certain reports and forms, including Forms 10-
KSB, 10-QSB and 8-K, as well as proxy statements. The
deregistration of SMLX's common stock is expected to become
effective within 90 days of filing. In addition, the common
stock of SMLX will no longer be eligible for quotation on the
OTC Bulletin Board.

According to management, SMLX is terminating registration in
order to reduce the accounting, legal and administrative costs
that are associated with being a reporting company under the 34
Act. SMLX recently executed a general assignment for the benefit
of creditors, which assigned all of the assets of SMLX and its
subsidiary ARETHREE, INC., to a designated assignee for the
purpose of liquidation. It is not expected that any assets will
be available for the shareholders of SMLX. After careful
consideration and in light of such assignment by SMLX, the Board
of Directors concluded that for SMLX, the advantages of being a
reporting company under the 34 Act do not offset the costs
associated with SEC reporting requirements. SMLX's common stock
has been thinly traded, there is a lack of analyst coverage and
minimal liquidity for SMLX's shareholders.

In view of the assignment of all of SMLX's assets for the
benefit of creditors, Kenneth H. Robertson, Gerald M. Wochna and
Joel M. Marcus have resigned as officers and directors of SMLX
effective February 11, 2003.


SONIC FOUNDRY: Will Publish First Quarter Results Tomorrow
----------------------------------------------------------
Sonic Foundry(R) Inc. (NASDAQ:SOFO), a leading digital media
software solutions company, will release its first-quarter
financial results for 2003 on Friday, February 14, after close
of the market.

Due to closure of the financial markets on Monday, February 17,
in honor of President's Day, the Company will host a subsequent
conference call with analysts the following Tuesday, February
18, 2003, at 10 a.m. CST/11 a.m. EST. A live Webcast and replay
of the conference call can be accessed at http://www.vcall.com

Founded in 1991, Sonic Foundry (NASDAQ:SOFO) is a leading
provider of desktop and enterprise digital media software
solutions. Its complete offering of media tools, systems and
services provides a single source for creating, managing,
analyzing and enhancing media for government, business,
education and entertainment.

Sonic Foundry is based in Madison, Wis., with offices in Santa
Monica, Toronto and Pittsburgh. For more information about Sonic
Foundry, visit the company's Web site at
http://www.sonicfoundry.com

At September 30, 2002, the Company's balance sheet shows that
total current liabilities eclipsed total current assets by about
$500,000. Also, the Company's total shareholders' equity
narrowed to about $18 million from $61 million recorded a year
earlier.


SUN WORLD INT'L: Creditors' Meeting Scheduled for March 20, 2003
----------------------------------------------------------------
The United States Trustee for Region XVI will convene a meeting
of Sun World International Inc., and its debtor-affiliates'
creditors on March 20, 2003 at 10:00 a.m. in Room 100A at 3420
Twelfth Street in Riverside, California.  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.

Sun World International Inc., a leading producer of high value
crops and one of California's largest vertically integrated
agricultural concerns, filed for chapter 11 protection on
January 30, 2003 (Bankr. C.D. Calif. Case No. 03-11370).
Mette H. Kurth, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP,
represents the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$148,000,000 in total assets and $158,000,000 in total debts.


TELEPANEL SYSTEMS: TSX Will Suspend Trading Effective March 10
--------------------------------------------------------------
Telepanel Systems Inc. (OTC:TLSXF) (TSX:TLS), a world leader in
electronic shelf label systems for retail stores, commented on
the announcement that the common shares of the company will be
suspended from trading by the Toronto Stock Exchange on
March 10, 2003.

"On February 7, 2003, the Toronto Stock Exchange announced a
suspension from trading to take effect on March 10, 2003. This
suspension is mainly due to the company not fulfilling certain
TSX minimum listing requirements, such as minimum market
capitalization requirements and minimum asset thresholds."
stated Garry Wallace, President and CEO of Telepanel Systems
Inc.  Wallace added, "The objective of the company is, and
continues to be, to maintain maximum liquidity for its
shareholders. The TSX has allowed us to continue to trade for
approximately another month on the exchange, so that we can use
this time to weigh alternatives, such as moving to the TSX
Ventures Exchange, before the suspension takes place, in this
manner, we can maintain uninterrupted trading and maximum
liquidity for the shareholders. The company's shares continue to
be traded on the NASDAQ Over The Counter Bulletin Board and we
will announce shortly any plans for additional trading of the
stock post the March 10, 2003 timeline. We continue work with
Madison Grant Inc. on a financing transaction to provide us with
longer term working capital, to close in the near term.

Telepanel is a leader in developing wireless electronic shelf
labelling systems for retail stores. Telepanel ESLs are placed
on the edge of store shelves to show a product's price and other
information. Prices are changed by a radio communications link
from the store's product database, to provide rapid, accurate
pricing updates.

Telepanel's systems are integrated with the leading 2.4 GHz RF
LANs which allows retailers to take advantage of their
investment in IEEE-standard in-store RF networks and extend
their use to electronic shelf labels.

Telepanel wireless ESLs are installed throughout the United
States, Canada, and Europe, with such premier supermarket chains
as Adam's Super Food Stores, A & P, Stop & Shop, Big Y,
Reasor's, Doll's, Brown's, Stew Leonard's, Grand Union,
Wakefern, Berks, Ellington, Port Richmond, Champion, Leclerc,
Intermarche, SPAR, and Super U, and at Universal Studios,
Hollywood.

At October 31, 2002, Telepanel Systems' balance sheet shows a
total shareholders' equity deficit of about C$14 million.


TRIPATH TECHNOLOGY: Gets More Time to Meet Nasdaq Standards
-----------------------------------------------------------
Tripath Technology Inc. (Nasdaq:TRPH), creators of Class-T(TM)
advanced 1-bit digital audio amplifiers, has been provided an
additional 180 calendar days, or until August 8, 2003, to regain
compliance with The Nasdaq SmallCap Market listing requirements.
If, at anytime before August 8, 2003, the bid price of the
Company's stock closes at $1.00 per share or more for a minimum
of 10 consecutive trading days, the Company would be in
compliance with The Nasdaq SmallCap Market listing requirements.
If the bid price for the Company's stock does not close for a
minimum of 10 consecutive trading days in that time period, the
Company would be required to obtain from The Nasdaq SmallCap
Market an additional grace period to regain compliance.

On January 30, 2003, The NASDAQ Stock Market, Inc., announced
plans to extend a pilot program governing bid price rules for
all NASDAQ National Market and NASDAQ Small Cap issuers. The
pilot program will allow issuers that meet core Small Cap
initial listing criteria to benefit from extended compliance
periods for satisfying minimum bid price requirements. If this
term of the pilot program is extended, and if the Company meets
the core Small Cap initial listing criteria, it will be eligible
to receive an extended compliance period for satisfying the
minimum bid price requirements.

Based in San Jose, Calif., Tripath Technology is a fabless
semiconductor company that focuses on providing highly efficient
power amplification to the digital media and electronics
markets, DSL markets and RF markets. Tripath has created a
patented technology called Digital Power Processing(TM) which
combines modern advances in digital signal processing and power
processing. Tripath's current customers include consumer
electronic and computer companies, such as Sony, Aiwa,
Panasonic, Denon, Hitachi, Blaupunkt and Apple Computer; as well
as DSL communications equipment providers, such as Alcatel, who
use Tripath's power efficient line drivers for central office
applications. For more information please visit its Web site at
http://www.tripath.com/

                           *    *    *

                    Going Concern Uncertainty

In its Form 10-Q filed on November 13, 2002, the Company
reported:

"We have a history of losses, expect future losses and may never
achieve or sustain profitability.

"As of September 30, 2002, we had an accumulated deficit of
$169.5 million. We incurred net losses (before charge for
beneficial conversion feature of $14.9 million) of approximately
$16.5 million in the nine months ended September 30, 2002, $27.0
million in 2001, $41.3 million in 2000 and $31.7 million in
1999. We expect to continue to incur net losses and these losses
may be substantial. Furthermore, we expect to generate
significant negative cash flow in the future. We will need to
generate substantially higher revenue to achieve and sustain
profitability and positive cash flow. Our ability to generate
future revenue and achieve profitability will depend on a number
of factors, many of which are described throughout this section.
If we are unable to achieve or maintain profitability, we will
be unable to build a sustainable business. In this event, our
share price and the value of your investment would likely
decline and the Company might be unable to continue as a going
concern.

"We may need to raise additional capital to continue to grow our
business.

"Because we have had losses we have funded our operating
activities to date from the sale of securities, including our
most recent financing in January 2002. Additionally, in July
2002 we put in place a $10 million revolving line of credit
whose availability is dependent on meeting certain loan
covenants. We believe that, taking into account our recent
financings and cost cutting measures and anticipated future burn
rate, our existing cash and cash equivalent balances, together
with cash generated by our operations, if any, will be
sufficient to fund operations for at least the next twelve
months. However, in order to grow our business significantly, we
will likely need additional capital. We cannot be certain that
any such financing will be available on acceptable terms, or at
all. Moreover, additional equity financing, if available, would
likely be dilutive to the holders of our common stock, and debt
financing, if available, would likely involve restrictive
covenants. If we cannot raise sufficient additional capital, it
would adversely affect our ability to achieve our business
objectives and to continue as a going concern. As a result of
these circumstances, our independent accountants' opinion on our
2001 consolidated financial statements includes an explanatory
paragraph indicating that these matters raise substantial doubt
about our ability to continue as a going concern.

"We may not be able to pay our debt and other obligations, which
would cause us to be in default under the terms of our credit
facility, which would result in harm to our business and
financial condition."


UNITED AIRLINES: Gains Final Nod to Obtain $1.2BB DIP Financing
---------------------------------------------------------------
After due deliberation, Judge Eugene R. Wedoff authorizes the
UAL Corporation and its debtor-affiliates to borrow and obtain
letters of credit pursuant to the DIP Credit Agreement, up to an
aggregate principal amount of $1,200,000,000. Judge Wedoff also
approves a Carve-Out for all fees to the Clerk and the U.S.
Trustee in an amount not to exceed $35,000,000, if an Event of
Default occurs.

The Agents are granted a perfected first priority senior
security interest in and lien on all the Debtors' property that
is not subject to valid, perfected and non-avoidable liens.  The
objections are overruled.

The principal terms of this $1,200,000,000 Debtor-in-Possession
Financing Facility at the First Day Hearing:

Borrower:          United Air Lines, Inc.

Guarantors:        UAL Corporation and each debtor-subsidiary

Co-Administrative
Agents:            JPMorgan Chase Bank
                   Citicorp USA, Inc.

Co-Collateral
Agents:            JPMorgan Chase Bank
                   Citicorp USA, Inc.

Lenders:              DIP Lender            Commitment
                      ----------            ----------
                   JPMorgan Chase Bank     $300,000,000
                   Citicorp USA, Inc.      $300,000,000
                   Bank One, N.A.          $300,000,000
                   The CIT Group           $300,000,000

Co-Arrangers:      Bank One, N.A.
                   The CIT Group/Business Credit, Inc.

Joint Lead
Arrangers:         J.P. Morgan Securities, Inc.
                   Salomon Smith Barney Inc.

Joint
Book Managers:     J.P. Morgan Securities, Inc.
                   Salomon Smith Barney Inc.

Facility:          A $1,200,000,000 senior secured
                   superpriority debtor-in-possession
                   facility providing United with access to:

                     $600,000,000 of revolving credit;

                     $100,000,000 to back letters of credit;

                     $100,000,000 that must be reserved for
                                  collateral maintenance and
                                  liquidation expenses and
                                  only advanced in the sole
                                  discretion of the Initial
                                  Lenders; and

                     $400,000,000 in the form of a Term Loan.

Borrowing Base:    Total borrowings under the DIP Facility
                   are limited to 55% of Eligible Collateral
                   as determined by the DIP Lenders in their
                   sole discretion and on aircraft appraisal
                   data provided to the DIP Lenders by
                   Simat, Helliesen & Eichner, Inc.

Availability:      Subject to the limitation imposed by the
                   Borrowing Base, the Lenders make a
                   $400,000,000 Term Loan plus $100,000,000
                   of revolving credit available almost
                   immediately.

                   Stage II access to the next $500,000,000
                   is conditioned on:

                   (a) United reporting positive cumulative
                       EBITDAR measured from December 1, 2002
                       and

                   (b) United delivering an updated Business
                       Plan to the Initial Lenders that:

                       (1) the Lenders find acceptable;

                       (2) is not premised on revenue
                           projections lower than those
                           contained in a December 2, 2002
                           Business Plan delivered to the
                           Initial Lenders; and

                       (3) reflects United has achieved
                           incremental cost savings of no
                           less than $300,000,000 in addition
                           to the aggregate cost savings
                           reflected in the December 2, 2002
                           Business Plan.

Maturity Date:     July 1, 2004

Purpose:           For general working capital and other
                   corporate purposes, but not for the
                   investigation or prosecution of any claims
                   against the DIP Lenders.

Interest Rate:     At the Borrower's option:

                   (A) JPMorgan Chase's Alternate Base Rate
                       plus 3.5%; or

                   (B) LIBOR (subject to a 2% floor) plus
                       4.5%;

                   and in the event of a default, the
                   Interest Rate increases by 200 basis
                   points.

Fees:              (A) All fees described in a [non-public]
                       Fee Letter;

                   (B) An Unused Line Fee payable as a
                       percentage of every dollar available
                       under the Revolving Facility that is
                       NOT borrowed:

                                       If the average amount
                          Applicable   of borrowing under the
                          Percentage   Revolver is less than
                         ----------    ---------------------
                            1.00%         Less than 1/3
                            0.75%         Less than 2/3
                            0.50%         More than 2/3

                   (C) 4.5% annual letter of credit fees
                       based on the total amount of
                       outstanding L/Cs; and

                   (D) Reimbursement of all out-of-pocket
                       expenses, including the DIP Lenders'
                       professionals' fees.

Priority:          All borrowings constitute superpriority
                   administrative claims against the Debtors'
                   estates pursuant to 11 U.S.C. Sec.
                   364(c)(1), pari passu with Bank One's DIP
                   Financing claims.

Postpetition
Liens:             The Debtors' obligations to repay amounts
                   borrowed are secured, pursuant to
                   11 U.S.C. Secs. 364(c)(2) and (3), and
                   subject only to the Carve-Out, by
                   perfected first-priority liens on:

                   (A) all unencumbered aircraft, spare
                       engines, and spare parts inventory;

                   (B) accounts receivable;

                   (C) all Pacific and Atlantic routes;

                   (D) slots at LaGuardia Airport and Reagan
                       National Airport;

                   (E) QEC kits;

                   (F) certain flight simulators;

                   (G) airport gate leaseholds; and

                   (H) trademarks, tradenames, and all other
                       property not subject to an existing or
                       permitted lien or pledged to secure
                       repayment of the Bank One DIP
                       Facility.

Carve-Out:         The DIP Lenders agree, in the event of a
                   default, to a $35,000,000 carve-out from
                   their liens to allow for payment of
                   professionals retained by the Debtors, any
                   Official Committees, and fees imposed by
                   the United States Trustee or the Court
                   Clerk.

CapEx
Covenant:          The Debtors covenant with the DIP Lenders
that
                   they will limit their capital expenditures
                   (including capitalized leases) to:

                   For the Fiscal Quarter Ending    CapEx Limit
                   -----------------------------    -----------
                   March 31, 2003                  $110,000,000
                   June 30, 2003                   $110,000,000
                   September 30, 2003              $116,000,000
                   December 31, 2003               $142,000,000
                   March 31, 2004                  $100,000,000
                   June 30, 2004                   $100,000,000

                   with the understanding that these amounts can
                   be increased by a 50% roll-forward of unused
                   amounts from the previous quarter.

EBIDTAR
Covenant:          The Debtors covenant that they will not
permit
                   EBITDAR -- which means consolidated net
income
                   under GAAP plus depreciation, amortization,
                   non-cash charges, taxes, interest, AIRCRAFT
                   RENT EXPENSE, extraordinary losses, and non-
                   recurring charges or restructuring charges --
                   to fall below:

                                                    Minimum
                   For the Period Beginning       Cumulative
                   December 1, 2002 and ending      EBITDAR
                   ---------------------------    -----------
                   February 28, 2003             ($964,000,000)
                   March 31, 2003                ($881,000,000)
                   April 30, 2003                ($849,000,000)
                   May 31, 2003                  ($738,000,000)
                   June 30, 2003                 ($585,000,000)
                   July 31, 2003                 ($448,000,000)
                   August 31, 2003               ($219,000,000)
                   September 30, 2003             ($98,000,000)
                   October 31, 2003                $46,000,000
                   November 30, 2003              $112,000,000

                                                    Minimum

                   For the Rolling 12-Month       Cumulative
                   Period Ending                    EBITDAR
                   ------------------------       ----------
                   December 31, 2003             $575,000,000
                   January 31, 2004              $901,000,000
                   February 28, 2004           $1,084,000,000
                   March 31, 2004              $1,196,000,000
                   April 30, 2004              $1,297,000,000
                   May 31, 2004                $1,383,000,000

Minimum Cash
Covenant:          The Debtors covenant with the DIP Lenders
                   that they will not permit cash and cash
                   equivalents to fall below $200,000,000
                   at any time.

Operational
Covenants:         The Debtors agree that certain to-be-agreed
                   and to-be-documented operational defaults
                   will constitute immediate events of default
                   that will cause the DIP Facility to
                   terminate.

Assignments:       The DIP Facility contemplates syndication and
                   assignment of the DIP Lenders' commitments in
                   minimum $1,000,000 increments to Assignees
                   acceptable to the Agent for which the Agent
                   will collect a $3,500 fee.

Lender Consents
to Modifications:  Material modifications to the DIP require
                   acceptance by Lenders holding varying
                   percentages of the outstanding Commitments:

                                                 Required
                      Type of Modification      Acceptance
                      --------------------      ----------
                      Release of a material
                      portion of collateral        66-2/3%

                      Modification of the
                      Stage II Borrowing
                      Requirements                   90%

                      Waivers of the
                      Financial Covenants            50%

                      Extensions of interest
                      payment dates, fee
                      reductions, maturity date
                      extensions, changes in
                      priority or a release of
                      substantially all of the
                      collateral                    100%
(United Airlines Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

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


US AIRWAYS: ATSB Clears Application for Federal Loan Guarantees
---------------------------------------------------------------
US Airways President and Chief Executive Officer David Siegel
expressed his appreciation following notification by the Air
Transportation Stabilization Board that it had unanimously
approved its $900 million federal guarantee of a $1 billion loan
for the airline.

"We are gratified by the ATSB's action [Tues]day, and its vote
of confidence in our company's restructuring and prospects for
long-term success. The management team has been joined by our
employees in making difficult decisions that were necessary to
ensure that our airline would not be a victim of September 11,
and instead, would be shaped into a vigorous competitor," said
Siegel.  "We are on track to emerge from Chapter 11 protection
by March 31, and while there is still much work to be done,
[Tues]day's vote of support from the ATSB is another momentum-
building achievement in that effort. We continue to try to
demonstrate to our constituencies -- including our employees,
our customers, the communities we serve, public officials and
the ATSB -- that this airline deserves the opportunity, which
this federal loan guarantee affords us, by providing us with
resources to restructure, and in the process, save tens of
thousands of jobs and air service and competition to 200
communities."

A free copy of the ATSB's letter granting conditional approval
of the $900 million loan guarantee is available at:

    http://www.treas.gov/press/releases/reports/usair2.pdf

US Airways is the nation's seventh-largest airline, serving 200
communities in the U.S., Canada, Mexico, the Caribbean and
Europe. Most of its route network is concentrated in the eastern
U.S., where it is the largest air carrier east of the
Mississippi. It employs approximately 33,000 people and operates
a fleet of 279 mainline jet aircraft. US Airways and its US
Airways Express partner carriers operate more than 3,400 flights
per day.

DebtTraders reports that US Air Inc.'s 10.375% bonds due 2013
(UAWG13USR2) are trading at about 10 cents-on-the-dollar. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=UAWG13USR2
for real-time bond pricing.


US AIRWAYS: Intends to Assume and Reject North Carolina Leases
--------------------------------------------------------------
US Airways Group Inc., and its debtor-affiliates seek Court
permission to:

    * reject two real property leases covering two office
      buildings and one parking garage; and

    * assume three real property leases covering three office
      buildings;

all of which are located in Winston-Salem, North Carolina, and
leased from Highwoods Properties.

As part of their restructuring efforts, the Debtors are
rationalizing their facility needs and consolidating their
information technology and reservation center operations in
Winston-Salem.  The Debtors and the Landlord have reached an
agreement to reduce the Debtors' lease obligations by rejecting
the two Leases and assuming the three Leases.

As part of the Agreement, the Landlord has:

   (a) consented to the rejection of the two Leases;

   (b) waived any prepetition claims for rejection of the two
       Leases;

   (c) permitted the Debtors to continue possession of one of
       the rejected premises on a month-to-month basis at the
       current rent until June 30, 2003;

   (d) waived prepetition default claims under the three Assumed
       Leases and section 365(b) of the Bankruptcy Code;

   (e) reduced the rent under one of the Assumed Leases by
       $600,000 per year;

   (f) included an early termination option for the Debtors in
       one Assumed Leases; and

   (g) permitted the Debtors necessary access to the building
       systems in premises the Debtors are rejecting.

John Wm. Butler, Jr., Esq., assures Judge Mitchell that the
Debtors have examined the costs associated with their
obligations under the Leases to be rejected and estimate that
the annual cost to the Debtors is approximately $3,200,000 and
the cost over the remaining life of the Leases is approximately
$16,500,000.  The Debtors have determined in their business
judgment that such costs constitute an unnecessary drain on cash
resources. (US Airways Bankruptcy News, Issue No. 25; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


U.S. INDUSTRIES: Posts Improved Fin'l Results for Dec. Quarter
--------------------------------------------------------------
U.S. Industries, Inc. (NYSE:USI), a leading manufacturer of bath
and plumbing products - led by the JACUZZI(R) brand and ZURN(R)
family of brand names -- and premium RAINBOW(R) vacuum cleaner
systems, announced financial results for its fiscal first
quarter ended December 31, 2002.

Total sales for the first quarter of fiscal 2003 rose 11% to
$281.3 million from $254.4 million for the same period last
year, led by higher sales at the Company's Bath & Plumbing
segment, offset by slightly lower sales at the Rexair (vacuum
cleaner) business segment.

Operating income for the first quarter rose 21% to $17.6
million, or 6.3% of total sales, as compared to $14.6 million,
or 5.7% of total sales, for the same period last year due to
higher sales and improved operating efficiency in our core
businesses. Interest expense declined by $4.2 million during the
first quarter of fiscal 2003, largely due to lower debt balances
resulting from proceeds generated by the completed disposal
plan, other asset sales and twelve months of operating cash
flow. Pre-tax income of $0.1 million represented a more than $7
million improvement from the prior year period. Net income for
the first quarter of fiscal 2003 was $13.7 million, compared to
a net loss of $7.0 million for the first quarter of fiscal 2002.
Net income for the first quarter of 2003 included a net tax
benefit of $13.6 million, which resulted from the resolution of
an IRS audit.

Bath & Plumbing

Sales in the Bath & Plumbing segment increased by $27.4 million,
or 12%, to $255.2 million for the first quarter of 2003 from the
comparable prior year period. More than half of this sales
increase was achieved through strong sales and marketing efforts
in place at Jacuzzi and Sundance Spas which caused higher demand
domestically for spas, fueled by the early release of the 2003
spa product line. Sales at Zurn increased by $4.0 million, or
7%, to $60.6 million for the fiscal 2003 first quarter. This
increase was due primarily to continued expansion of Zurn's
product offerings and market share notwithstanding a continued
softening in commercial and institutional construction.
Furthermore, sales at the Company's U.K. bath and sinks
businesses increased as a result of additional sales to home
centers through the addition of Homebase, the largest home
center chain in the U.K., subsequent to the first quarter of
2002. In addition, firming of the British pound and Euro against
the dollar contributed $5.0 million to the increase in sales.

Operating income in the Bath & Plumbing segment increased by
$1.2 million, or 8%, to $15.4 million in the first quarter of
2003 in comparison with the same period last year. This was
primarily due to higher sales, partially offset by increases in
certain insurance and retirement benefit costs, as well as one-
time costs encountered during the consolidation of several
facilities used in the manufacturing of whirlpool baths. These
facilities were consolidated into a new manufacturing plant in
Chino, California, that became fully operational in the first
quarter of 2003.

Rexair

Sales in the Rexair segment decreased by $0.5 million in the
first quarter of 2003 to $26.1 million as compared to the same
period last year as a result of decreased unit sales in
international markets due to political uncertainty in certain
foreign regions. However, domestic sales at Rexair increased by
5% due to promotional programs aimed at increasing the number of
distributors and dealers.

Operating income in the Rexair segment decreased by $1.6 million
to $6.0 million, primarily due to decreased overhead absorption
related to an inventory reduction program and lower total sales.
The inventory reduction program was initiated in September 2002
and was concluded in December 2002.

Continued Debt Reduction and Lower Corporate Costs

The Company completed its Disposal Plan with the sale of SiTeco
on October 18, 2002. Net proceeds of $103.8 million were applied
to reduce the Company's funded and unfunded senior debt,
including $34.0 million deposited into escrow accounts for the
benefit of the holders of the Company's Senior Notes and certain
other creditors. The Company received additional funds totaling
$16.6 million during the first quarter of 2003. These funds
resulted mostly from the sale of excess real estate and the
receipt of an income tax refund and were applied to reduce the
Company's funded and unfunded senior debt. In January 2003, the
Company received funds totaling $48.3 million related primarily
to a federal income tax refund, and in February 2003, the
Company received $8.6 million for granting a license for certain
technology which was the subject of patent litigation. These
funds were also applied to reduce the Company's funded and
unfunded senior debt. The proceeds from these transactions
satisfy all of the required permanent reductions of the
Company's senior debt through maturity. Had these proceeds been
received on or prior to December 31, 2002, total debt net of
cash in escrow would have been $521.5 million on a pro forma
basis.

Corporate expenses were $3.4 million lower for the first quarter
of 2003, reflecting a $1.7 million decrease in personnel related
expenses due to a decrease in staff during the latter half of
the prior year, $1.0 million decrease in professional fees and
$0.7 million increase in pension income. The decrease in staff
was the result of the closing of the Iselin, New Jersey office.
The increase in pension income resulted from the retention of
excess plan assets following the disposition of a business in
January 2002.

                    Outlook for Fiscal 2003

Based on a continuation of current business conditions and
expectations, management anticipates revenues to increase by
approximately 10% for fiscal 2003 with a similar increase in net
income. For fiscal 2002, USI reported net sales of $1.16 billion
and net income of $41.6 million. A variety of factors, however,
could affect these expectations positively or negatively,
including the continued weakness of the world economy,
international political uncertainty and the impact of any asset
sales.

David H. Clarke, Chairman and Chief Executive Officer of USI,
said, "Our strategy of developing USI as a focused operating
company is beginning to show up positively in our results. We
will continue to prioritize debt reduction and cost containment.
At the same time, we are aggressively seeking to increase the
growth and market share of our brand name products."

U.S. Industries owns several major businesses selling branded
bath and plumbing products, along with its consumer vacuum
cleaner company. The Company's principal brands include
JACUZZI(R), ZURN(R), SUNDANCE(R) Spas, ELJER(R), and RAINBOW(R)
Vacuum Cleaners. Learn more at http://www.usindustries.com

As reported in Troubled Company Reporter's February 7, 2003
edition, Standard & Poor's raised its corporate credit rating on
bath and plumbing products manufacturer U.S. Industries Inc., to
'B+' from 'B' because of its strengthening cash flow protection
measures. The current outlook is stable.

As of early 2003, the West Palm Beach, Florida-based company had
total debt of about $565 million.


VICWEST CORP: Messrs. Brown and Charnetski Resign from Board
------------------------------------------------------------
Vicwest Corporation announced that effective February 10, 2003,
Philip Brown and William Charnetski have resigned as directors
of Vicwest.

The subordinated notes of Vicwest are listed on the TSX Venture
Exchange under the symbol MGT.DB.

                         *   *   *

As previously reported in the Nov. 20, 2003, edition of the
Troubled Company Reporter, Vicwest Corporation was engaged in
constructive discussions with the lenders under its senior
credit facilities and with the holders of approximately 65% of
the outstanding principal amount of its senior subordinated
notes to provide an overall solution relating to previously
announced events of default.

Vicwest sought a three month extension of the previously
announced waiver of events of default by the lenders under the
senior credit facilities and a three month extension of the
undertakings of such holders of senior subordinated notes not to
support any exercise of remedies in respect of the event of
default concerning the notes.


WESTPOINT STEVENS: Dec. 31 Net Capital Deficit Widens to $805MM
---------------------------------------------------------------
WestPoint Stevens Inc. (OTC Bulletin Board: WSPT) --
http://www.westpointstevens.com-- reported results for the
fourth quarter ended December 31, 2002.

The Company's net sales for the fourth quarter of 2002 increased
8% to $466.2 million compared with $431.8 million a year ago,
with growth in sales of towels, sheets, and accessories. Net
income for the fourth quarter of 2002, before charges associated
with recently announced restructuring initiatives, was $1.3
million or $0.03 per diluted share compared with a net loss in
the fourth quarter of 2001 before charges associated with the
Eight-Point Plan of $0.04 per diluted share.

During the fourth quarter of 2002, WestPoint Stevens recognized
a $1.4 million charge net of taxes for implementation of further
restructuring initiatives versus a $0.8 million charge net of
taxes last year. Including these charges, net income for the
fourth quarter of 2002 was a loss of $0.1 million or $0.00 per
diluted share compared with a net loss $0.05 per diluted share
for the year ago period.

Operating earnings for the fourth quarter of 2002 were $38.1
million or 8.2% of sales compared with $35.0 million or 8.1% of
sales for the same period in 2001, before charges associated
with further restructuring initiatives of $2.2 million in 2002
and $1.2 million in 2001. The increased fourth-quarter results
reflected the impact in 2002 of higher sales, lower raw material
costs and a more normalized level of bad debts compared with the
impact in the fourth quarter of 2001 of Kmart's bankruptcy
filing. This was offset somewhat by the effects of increased
promotional activity, increased royalties, a less favorable
product mix, increased pension expense and under-absorbed
overhead due to production curtailment.

At December 31, 2002, the Company's balance sheet shows a total
shareholders' equity deficit of about $805 million.

Holcombe T. Green, Jr., Chairman and CEO of WestPoint Stevens,
commented, "We are quite pleased with our performance in 2002.
Our sales increased 2.6% for the year despite the challenges of
a difficult retail environment. Through aggressive working
capital management, which included a $28 million reduction in
inventories, and improved sales and margin performance, we
generated free cash flow that was used to reduce our total debt
by $58 million. WestPoint Stevens has significant liquidity and
is comfortable with achieving its financial covenants for 2003."

M.L. "Chip" Fontenot, WestPoint Stevens President and COO,
added, "Our fourth-quarter results reflect the success of our
efforts to strengthen our position with targeted key retail
accounts through product innovation and superior servicing as
well as lower costs through a combination of internal
initiatives and sourcing. For 2002, our sourcing initiatives
have resulted in a roughly 60% increase in sourced product,
allowing WestPoint Stevens to continue to expand its product
offering and increase market share."

For 2002, annual sales increased 2.6% to $1,811.4 million versus
$1,765.1 million in 2001. Operating earnings before charges for
2002 were $140.5 million or 7.8% of sales compared with $134.0
million or 7.6% of sales before charges associated with the
Eight-Point Plan in 2001. Net income for 2002 was a loss of $1.0
million before charges of $11.7 million net of taxes versus a
loss of $15.4 million before charges of $11.9 million net of
taxes for 2001. The improvement reflects the impact of lower raw
material costs and increased sales that more than offset
increased promotional activity, increased royalties, increased
pension expense, and under-absorbed overhead due to production
curtailment. Fully diluted earnings per share increased to a
loss of $0.02 in 2002 before charges associated with recent
restructuring initiatives versus a loss in 2001 before charges
associated with the Eight- Point Plan of $0.31. Including
charges associated with recently announced restructuring
initiatives, net income increased to a loss of $0.25 per fully
diluted share for 2002 versus a loss in 2001 including charges
associated with the Eight-Point Plan of $0.55 per fully diluted
share.

Given increasing difficulty in predicting near-term results and
management's belief that providing earnings guidance has
resulted in investors focusing more on the short term thus
increasing the volatility of its stock, the Company will no
longer provide earnings guidance.

WestPoint Stevens Inc., is the nation's premier home fashions
consumer products marketing company, with a wide range of bed
linens, towels, blankets, comforters and accessories marketed
under the well-known brand names GRAND PATRICIAN, PATRICIAN,
MARTEX, ATELIER MARTEX, BABY MARTEX, UTICA, STEVENS, LADY
PEPPERELL, VELLUX and CHATHAM -- all registered trademarks owned
by WestPoint Stevens Inc. and its subsidiaries -- and under
licensed brands including RALPH LAUREN HOME, DISNEY HOME,
SANDERSON, DESIGNERS GUILD, GLYNDA TURLEY and SIMMONS
BEAUTYREST. WestPoint Stevens is also a manufacturer of the
MARTHA STEWART and JOE BOXER bed and bath lines. WestPoint
Stevens can be found on the World Wide Web at
http://www.westpointstevens.com


WHEELING-PITTSBURGH: Discl. Statement Hearing Continues Mar. 6
--------------------------------------------------------------
Frederick S. Coombs, III, Esq., at Harrington Hoppe & Mitchell,
Ltd., in Youngstown, Ohio, tells the Court that Marley Cooling
Tower Company objects to Wheeling-Pittsburgh Steel Corp.'s
Disclosure Statement because it does not contain adequate
information regarding the treatment of claims of mechanic's lien
holders to permit an informed decision on the Plan.

Marley is a creditor of WPSC, holding a mechanic's lien claim
for $808,010.02.  Pursuant to the Plan, this claim would be
treated as a Class 2 Miscellaneous Secured Claim, and would be
unimpaired.  However, the Disclosure Statement indicates that,
of the $10,900,000 in mechanic's liens against WPSC's property,
WPSC is reviewing and challenging liens and believes that the
aggregate amount of the allowed claims in Class 2 will be only
between $1,000,000 to $5,000,000.  Those mechanic's liens which
are successfully challenged would then be relegated to the
status of a Class 5 Unsecured Claim -- claims which are impaired
by the Plan.

WPSC did not disclose which mechanic's liens are going to be
challenged, and the basis for any challenge, for holders of lien
claims, like Marley, to determine their class of claim and
determine whether they are entitled to vote on the Plan.  Since
the purpose of a disclosure statement is to permit creditors to
make an informed decision on voting on the plan, a failure to
disclose potential adversary claims against creditors is grounds
for equitable estopped against any later challenge being brought
and for denial of approval of the Disclosure Statement.

Other objections to the adequacy of the information in the
Disclosure Statement were filed by the Ohio Environmental
Protection Agency, Sun Trust Bank, First Union National Bank,
the United States on behalf of the Environmental Protection
Agency, and Morgan Engineering Systems, Inc.

                        *     *     *

At the Debtors' request, the Court adjourns the Disclosure
Statement Hearing to March 6, 2003.

The Debtors remind all parties that the hearing on the
Disclosure Statement "may be adjourned by the Debtors from time
to time without further notice to creditors or parties-in-
interest other than by an announcement in Bankruptcy Court of
such adjournment on the date scheduled for the hearing."
(Wheeling-Pittsburgh Bankruptcy News, Issue No. 34; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


WORLDCOM INC: Look for Schedules and Statements by March 31
-----------------------------------------------------------
Worldcom Inc., and its debtor-affiliates obtained an extension
of their time period within which they must file their schedules
of liabilities, schedules of executory contracts and unexpired
leases, statements of financial affairs, and lists of equity
holders. The Debtors have until March 31, 2003, to filed these
documents. (Worldcom Bankruptcy News, Issue No. 19; Bankruptcy
Creditors' Service, Inc., 609/392-0900)

Worldcom Inc.'s 8.000% bonds due 2006 (WCOE06USR2) are trading
at about 23 cents-on-the-dollar, DebtTraders reports. See
http://www.debttraders.com/price.cfm?dt_sec_ticker=WCOE06USR2
for real-time bond pricing.


* Batchelder & Partners Changes Name to Relational Advisors
-----------------------------------------------------------
The Principals of Batchelder & Partners, Inc., a firm nationally
recognized for its success in providing financial advisory
services in some of the nation's most complex merger and
acquisition transactions and shareholder matters, have formed
Relational Group, incorporating their financial advisory,
investment management and private equity services within one
organization.

As part of the new structure, B&P, founded in 1988, has changed
its name to Relational Advisors LLC, adopting the name of its
sister company, Relational Investors LLC, the management firm
founded by the Group's Principals in 1996 and which currently
has $1.7 billion under management. The third entity in the
Relational Group is Titan Investment Partners LLC, a private
equity fund founded in 1999.

Joel L. Reed, a Principal of Relational Advisors, said the new
name will help forge a single brand identity for its advisory
and investment services while reflecting the organization's
culture and philosophy of building long-term relationships.

The Relational Principals possess experience in top operating
and executive roles in Fortune 500 and closely held companies,
have arranged billions of dollars in financing and have helped
companies of all sizes create shareholder value. "We have
experienced significant growth based on our expertise and hands-
on approach," Reed said. "This has been particularly successful
in special and distressed situations where Relational Group can
draw from its decades of experience to effect positive change."

Relational Advisors' recent engagements have included mergers
and acquisitions, recapitalizations, corporate restructurings,
commercialization strategies, turnarounds, Chapter 11
reorganizations, corporate governance, business planning, proxy
battles and financings.

Reed said the firm's expertise and approach were brought into
play most recently to advise Enron Corporation in its Chapter 11
reorganization. Relational Advisors assisted in developing
business strategies designed to maximize the value of Enron's
core assets and enhance recovery for its creditors. The firm
also advised on bankruptcy and disposition matters.

Although a boutique firm that is not based on Wall Street,
Relational Advisors has enjoyed major client assignments over
the years. Names have included USA Waste Services, Inc., Mac
Frugal's Bargains -- Close-Outs Inc., Morrison Knudsen
Corporation, Beckman Instruments, Inc., Santa Fe Pacific Gold
Corporation, Forest Oil Corporation, and The Titan Corporation.

Relational Investors, its sister company, identifies undervalued
and under performing public companies, makes minority equity
investments and works proactively with management and the boards
of directors to address performance issues. The fund has grown
from $200 million in 1996 to more than $1.7 billion today.
Selected catalyst investments have included Apria Healthcare
Group Inc., Dial Corporation, Mattel, Inc., Storage Technology,
Tandy Corporation, Tektronix, Inc. and Waste Management, Inc.

The third entity, Titan Investment Partners, is a small private
equity fund focused on late development stage companies in need
of both capital and board or management resources.

Principals of the Relational Group are David H. Batchelder, Joel
L. Reed, Ralph V. Whitworth, and James J. Zehentbauer. The
Relational Group is based in San Diego and has grown
consistently since its founding in 1988 based on its philosophy
of proactively working with a select number of clients to create
value. Relational Advisors Web site is at
http://www.relationaladvisors.com the Relational Investors Web
site is at http://www.rillc.comand Titan Investment Partners is
at http://www.tipfund.com


* DebtTraders' Real-Time Bond Pricing
-------------------------------------

Issuer               Coupon   Maturity  Bid - Ask  Weekly change
------               ------   --------  ---------  -------------
Federal-Mogul         7.5%    due 2004  15.0 - 16.0      -2.0
Finova Group          7.5%    due 2009  35.5 - 37.5      +1.0
Freeport-McMoran      7.5%    due 2006  94.5 - 96.5      +0.5
Global Crossing Hldgs 9.5%    due 2009   3.5 - 4.0       -0.5
Globalstar            11.375% due 2004  7.5  - 8.5       +1.0
Lucent Technologies   6.45%   due 2029  55.0 - 57.0      +2.0
Polaroid Corporation  6.75%   due 2002   6.5 - 7.5       +1.0
Terra Industries      10.5%   due 2005  90.0 - 92.0       0.0
Westpoint Stevens     7.875%  due 2005  33.0 - 35.0      -2.0
Xerox Corporation     8.0%    due 2027  65.0 - 67.0      +1.0

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

                          *********

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 ***